Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司) IPO Prospectus

The Stock Exchange of Hong Kong Limited (HKEX) Main Board · Filed 2025-12-22 · Full English Translation

AI-Generated Summary

Shanghai Biren Technology is a Chinese AI chip and intelligent computing solutions company developing GPU-like processors for data center and AI workloads. Revenue grew from essentially zero in 2022 to roughly $4.6M in 2023 and $46.5M in 2024, reflecting genuine commercial traction but from a tiny base. Gross margins have compressed sharply, falling from 76% in 2023 to 53% in full-year 2024 and further to 32% in H1 2025, suggesting pricing pressure or rising hardware costs. The company is loss-making with negative operating cash flow since inception.

Biren is raising up to approximately $517M at a maximum offer price of HK$19.60 per share, listing 247.7 million H Shares on the Hong Kong Stock Exchange Main Board under the specialist technology Chapter 18C framework (stock code: 6082). The largest pre-IPO shareholder is founder Mr. Zhang at 17.73%, alongside backers including Sky9 Capital, Country Garden Ventures, Zhuhai Gree, and Shenzhen Songhe. Roughly 10% of net proceeds go to working capital; specific project allocations were not disclosed.

The three biggest risks are: first, Biren entities are on the US BIS Entity List since October 2023, restricting access to key foreign components and technology; second, the company is pre-profit with a deteriorating liquidity position, with its current ratio collapsing from 8.74 to 0.26 by mid-2025; third, it operates in a fiercely competitive AI chip market where commercial scale remains unproven.

Revenue (H1_2025)

$812K

Gross Margin

31.9%

Employees

791

Offering %

10.5%

Key Risk Factors

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Limited operating history; unproven ability to develop and produce products and solutions at scale; past financial and operating results may not be indicative of future performance.
Future commercial success of products and solutions depends on market acceptance and customer demand; failure to accurately estimate customer demand may cause supply-demand imbalances.
Failure to establish, expand, and optimize an effective sales network may prevent revenue generation as planned.
Supply chain disruptions may delay development plans.
Business success depends on timely launch of products or solutions with good functionality and performance levels.
Heavy investment in R&D may not yield expected results; failure to develop, enhance, or adapt to new technologies may render products obsolete.
Inability to attract, hire, retain, and motivate key executives, technical staff, and employees may harm the business.
May be unable to compete successfully in the intelligent computing solutions industry.
Risks related to international trade policies, export controls, economic sanctions, geopolitical factors, and trade protectionism may adversely affect business, financial condition, and operating results.
Since October 17, 2023, BIS has placed certain Group entities on the Entity List, restricting their ability to purchase or otherwise obtain certain goods, software, and technology.
The BIS 'Founder Rule' effective September 29, 2025 may extend Entity List restrictions to certain non-listed entities owned 50% or more by listed entities.
Failure to obtain and maintain patents and other IP protection for technologies or products may allow third parties to develop and commercialize similar products and compete directly.
Reliance on non-patented proprietary technology, trade secrets, processes, and know-how that may be misappropriated.
May face IP infringement claims that are time-consuming or costly to defend and may divert financial and management resources.
Confidentiality and non-compete agreements with employees and third parties may not sufficiently prevent disclosure of trade secrets and proprietary information.
Timely design and launch of new products may depend on access to third-party IP or shared IP.
Use of open-source technology may impose restrictions on business operations.
Partnerships for joint R&D may not yield benefits; disputes with partners may harm the business.
Significant losses and net operating cash outflows since inception; may not achieve or sustain profitability in the near term.
Historical net liability positions and net current liability positions; may not achieve net asset positions in the future.
Expected to incur substantial R&D and capital expenditures for operations, R&D, and expansion plans, which may adversely affect short-term cash flow, liquidity, and profitability.
May be unable to obtain additional capital on favorable terms or at all when needed.
Raising additional capital may dilute existing shareholders' interests.
Share-based compensation awards granted and to be granted may increase share-based compensation expenses and adversely affect future profitability.
Exposure to fair value changes and valuation uncertainty of financial assets measured at fair value through profit or loss.
Termination of government subsidies or incentives may adversely affect business, financial condition, operating results, and prospects.
Credit risk associated with trade receivables; customers may fail to settle amounts in full.
Inventory obsolescence risk; unable to maintain appropriate inventory levels.
Any significant impairment losses on intangible assets may adversely affect operating results.
Changes in economic, political, and social conditions may affect business and prospects.
China's evolving legal system and interpretation of civil law may affect the business and hinder continued operations.
Evolving PRC laws and regulations on foreign investment may affect business and operating results.
Exchange rate fluctuations may cause foreign exchange losses.
PRC laws and regulations on currency conversion and RMB remittance may affect use of revenues and investment value.
Subject to PRC tax laws and regulations and changes thereto.
Revocation of preferential tax treatments or successful challenges by PRC tax authorities to tax liability calculations may result in additional taxes, interest, and penalties.
H-share holders may be required to pay PRC income tax.
Difficulties in serving legal process on directors or senior management or enforcing certain judgments against the Company.
No prior public market for H shares; liquidity and market price of H shares may be volatile.
Trading price of H shares may fluctuate, potentially causing significant losses.
Future large-scale sales or expected sales of H shares in the public market may adversely affect H share prices and ability to raise additional capital.
Offer price higher than net tangible asset value per H share, causing immediate dilution; further dilution possible from future share issuances.
Conversion of non-listed shares to H shares may increase market supply and negatively affect H share market price.
Dividend payments subject to PRC law restrictions.
Certain facts, forecasts, and statistics sourced from government publications in the prospectus may not be reliable.
Forward-looking statements in the prospectus involve risks and uncertainties.
Investors should read the entire prospectus and not rely on news reports or other media regarding the Company and Global Offering.
Product defects may cause substantial remediation expenses and harm reputation and business prospects.
Non-compliance, misconduct, or negligence of employees, business partners, and third parties may harm business and reputation.
May be involved in legal proceedings and commercial disputes that may materially adversely affect business, financial condition, operating results, and reputation.
Actual or alleged failure to comply with privacy, cybersecurity, and data protection laws may harm reputation and expose the Company to legal, financial, and operational consequences.
Rumors or negative publicity involving the Company, products, management, customers, business partners, or the industry may materially adversely affect reputation, business, operating results, and growth prospects.
Legal defects in certain leased or owned properties may affect the Company's interests; challenges to property interests may adversely affect business.
Subject to anti-corruption, anti-money laundering, anti-bribery, and other related laws and regulations.
Failure to obtain and maintain necessary licenses, approvals, filings, and registrations may materially adversely affect business.
Limited insurance coverage may expose the Company to significant costs and business disruptions.
Risks associated with natural disasters, epidemics, and other infectious disease outbreaks.
Non-compliance with PRC regulations on social insurance or housing provident fund contributions may result in fines and other legal or administrative penalties.
Climate change may have long-term impacts on business.
U.S. Outbound Investment Regulations (Executive Order 14105) may restrict U.S. persons from investing in the Company.
Concentration of revenues from a small number of customers; loss of one or more major customers may adversely affect business.
Reliance on third-party suppliers and their technology for design, manufacture, assembly, testing, or packaging reduces control over product quantity and quality.
Brand is essential to success; failure to maintain, promote, and enhance the brand may harm business and competitive advantage.

Financial Highlights

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Income Statement (USD)

Period	Revenue	Net Profit	Gross Margin
2022	$69	N/A	N/A
2023	$856K	N/A	76.4%
2024	$5M	N/A	53.2%
H1_2024	$542K	N/A	71.0%
H1_2025	$812K	N/A	31.9%

Shareholders

▶

Name	Shares (万)	%	Type
Zhang (Mr. Zhang) - Single Largest Shareholder Group (including Shanghai Biliren and Shanghai Zhuoren)	N/A	17.73%	Individual
QM120	N/A	None%	VC
Country Garden Ventures (碧桂園創投)	N/A	None%	VC
Huibi No. 2 (匯碧二號)	N/A	None%	VC
Sky9 Capital	N/A	None%	VC
Zhuhai Gree (珠海格力)	N/A	None%	Institution
Shenzhen Songhe (深圳市松禾)	N/A	None%	VC

Use of Proceeds

▶

Project	Amount (USD)	Focus
R&D of Intelligent Computing Solutions (including hardware development and software platform development and upgrade)	N/A	Approximately 85.0% of net proceeds (approximately HKD 3,698.0 million) allocated to future R&D of intelligent computing solutions, including development of intelligent computing hardware, and development and upgrade of the software platform.
Commercialization of Intelligent Computing Solutions	N/A	Approximately 5.0% of net proceeds (approximately HKD 217.5 million) allocated to commercialization, including expanding sales and marketing teams, establishing showrooms or exhibition centers, and setting up dedicated teams to provide technical support to customers, thereby building sales network, strengthening customer relationships, and enhancing brand influence.
Working Capital and General Corporate Purposes	N/A	Approximately 10.0% of net proceeds (approximately HKD 435.1 million) allocated to working capital and other general corporate purposes.

Preamble & Cover

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Shanghai Biren Technology Co., Ltd.

上海壁仞科技股份有限公司

(A joint stock limited company incorporated in the People's Republic of China)

Stock Code: 6082

GLOBAL OFFERING

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

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

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

Shanghai Biren Technology Co., Ltd. 上海壁仞科技股份有限公司 (A joint stock limited company incorporated in the People's Republic of China)

GLOBAL OFFERING Number of Offer Shares under the Global Offering

:

Number of Hong Kong Offer Shares Number of International Offer Shares

: :

Maximum Offer Price

:

Nominal Value Stock Code

: :

247,692,800 H Shares (subject to the Over-allotment Option and the Offer Size Adjustment Option) 12,384,800 H Shares (subject to reallocation) 235,308,000 H Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option) HK$19.60 per H Share, plus 1.0% brokerage commission, 0.0027% SFC transaction levy, 0.00015% AFRC transaction levy and 0.00565% Stock Exchange trading fee (payable in full in Hong Kong dollars on application, subject to refund of any overpayment) RMB0.02 per H Share 6082

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

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, together with the documents specified in the section headed "Appendix VI — Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection" of this prospectus, has been registered with the Registrar of Companies in Hong Kong pursuant to 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 for the contents of this prospectus or any other documents referred to above.

The expected Offer Price is to be agreed between the Sponsor and Overall Coordinator (for itself and on behalf of the Underwriters) and the Company on or before 12:00 noon on Tuesday, 30 December 2025. Unless otherwise announced, the Offer Price will not be more than HK$19.60 per Offer Share and is currently expected to be not less than HK$17.00 per Offer Share. If, for any reason, the Sponsor and Overall Coordinator (for itself and on behalf of the Underwriters) and the Company are unable to agree on the Offer Price by 12:00 noon on Tuesday, 30 December 2025, the Global Offering will not proceed and will lapse.

The Sponsor and Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) may, with the consent of the Company, reduce the number of Hong Kong Offer Shares and/or the indicative Offer Price range stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such event, a notice of the reduction in the number of Hong Kong Offer Shares and/or the indicative Offer Price range will be published on the website of the Stock Exchange at www.hkexnews.hk and our website at www.birentech.com, the offer will be withdrawn, and the offering will be re-conducted with the revised number of Hong Kong Offer Shares and/or revised indicative Offer Price range together with a supplemental prospectus or new prospectus. Details are set out in the sections headed "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" of this prospectus. If certain events occur prior to 8:00 a.m. on the Listing Date, the Sponsor and Overall Coordinator (on behalf of the Underwriters) may terminate the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement. Please refer to the section headed "Underwriting."

We are a specialist technology company (as defined under Chapter 18C of the Listing Rules). Securities of specialist technology companies involve a higher investment risk, including price volatility risk and the risk of overvaluation due to the difficulty in valuing such companies. Investors should be fully aware of the investment risks of specialist technology companies and the risks we have disclosed before making an investment decision.

The Offer Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and may not be offered, sold, pledged or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares may only be offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

IMPORTANT NOTICE We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to members of the public in connection with the Hong Kong Public Offering. This prospectus has been published on the website of the Stock Exchange (www.hkexnews.hk) and our website (www.birentech.com). If you require a printed copy of this prospectus, you may download and print it from the above websites.

22 December 2025

IMPORTANT NOTICE 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 members of the public in connection with the Hong Kong Public Offering.

This prospectus has been published on the "Disclosure of Interests > New Listing > New Listing Information" page of the Hong Kong Stock Exchange website at www.hkexnews.hk and on our website at www.birentech.com. If you require a printed copy of this prospectus, you may download and print it from the above websites.

You may apply for Hong Kong Offer Shares through one of the following methods:

(1) Online through the White Form eIPO service at www.hkeipo.hk; or

(2) By causing HKSCC Nominees Limited to apply on your behalf through the HKSCC EIPO channel, including by instructing your broker or custodian (who must be an HKSCC Participant) to submit electronic application instructions through the HKSCC FINI system on your behalf for the Hong Kong Offer Shares.

We will not provide any physical channel for receiving applications for Hong Kong Offer Shares from members of the public.

The electronic version of this prospectus has the same content as the printed version of the prospectus 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 for viewing online at the above websites.

For details of the procedures by which you may apply electronically for Hong Kong Offer Shares, please refer to the section headed "How to Apply for Hong Kong Offer Shares" in this prospectus.

IMPORTANT NOTICE

The number of shares you apply for through the White Form eIPO service or the HKSCC EIPO channel service must be at least 200 Hong Kong Offer Shares and must be one of the numbers listed in the table. You must pay the amount shown next to your selected number. If you apply through the White Form eIPO service, you may refer to the table below to find out the amount payable for your selected number of shares. You must pay in full the maximum amount payable on application when applying for Hong Kong Offer Shares. If you apply through the HKSCC EIPO channel, you must advance funds for your application in an amount determined by your broker or custodian (as determined in accordance with applicable Hong Kong laws and regulations).

| Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable on Application/Successful Allocation (2) HK$ | Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable on Application/Successful Allocation (2) HK$ | Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable on Application/Successful Allocation (2) HK$ | Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable on Application/Successful Allocation (2) HK$ | |---|---|---|---|---|---|---|---| | 200 | 3,959.54 | 4,000 | 79,190.67 | 60,000 | 1,187,859.95 | 800,000 | 15,838,132.80 | | 400 | 7,919.06 | 5,000 | 98,988.34 | 70,000 | 1,385,836.62 | 900,000 | 17,817,899.40 | | 600 | 11,878.60 | 6,000 | 118,786.00 | 80,000 | 1,583,813.28 | 1,000,000 | 19,797,666.00 | | 800 | 15,838.13 | 7,000 | 138,583.66 | 90,000 | 1,781,789.95 | 2,000,000 | 39,595,332.00 | | 1,000 | 19,797.67 | 8,000 | 158,381.33 | 100,000 | 1,979,766.60 | 3,000,000 | 59,392,998.00 | | 1,200 | 23,757.21 | 9,000 | 178,178.99 | 200,000 | 3,959,533.20 | 4,000,000 | 79,190,664.00 | | 1,400 | 27,716.73 | 10,000 | 197,976.65 | 300,000 | 5,939,299.80 | 5,000,000 | 98,988,330.00 | | 1,600 | 31,676.27 | 20,000 | 395,953.32 | 400,000 | 7,919,066.40 | 6,192,400 | 122,595,066.94 | | 1,800 | 35,635.79 | 30,000 | 593,929.98 | 500,000 | 9,898,833.00 | | | | 2,000 | 39,595.33 | 40,000 | 791,906.65 | 600,000 | 11,878,599.60 | | | | 3,000 | 59,393.00 | 50,000 | 989,883.30 | 700,000 | 13,858,366.20 | | |

Notes: (1) The maximum number of Hong Kong Offer Shares you may apply for is 50% of the Hong Kong Offer Shares initially offered. (2) The amount payable includes brokerage commission, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy. If your application is accepted, the brokerage commission will be paid to the Exchange Participant (as defined in the Listing Rules) or the White Form eIPO service provider (in respect of applications made through the White Form eIPO application channel), and the SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC respectively.

Applications for any other number of Hong Kong Offer Shares will not be considered and any such applications may not be accepted.

EXPECTED TIMETABLE (1)

If there is any change to the following expected timetable of the Hong Kong Public Offering, we will publish an announcement on our website at www.birentech.com and the Stock Exchange website at www.hkexnews.hk in Hong Kong.

Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 22 December 2025 at 9:00 a.m.

Deadline for completing electronic application through the White Form eIPO service via the designated website at www.hkeipo.hk (2) . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 December 2025 at 11:30 a.m.

Application registration opens (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 December 2025 at 11:45 a.m.

Deadline for (a) completing payment for White Form eIPO applications by online banking transfer or PPS payment transfer and (b) submitting electronic application instructions to HKSCC (4) . . . . . . . . . . . . . . . . . . . . . . Monday, 29 December 2025 at 12:00 noon

If you instruct your broker or custodian (who must be an HKSCC Participant) to submit electronic application instructions through the HKSCC FINI system on your behalf to apply for Hong Kong Offer Shares, you should contact your broker or custodian to find out the deadline for submitting such instructions (which may be different from the deadline shown above).

Application registration closes (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 29 December 2025 at 12:00 noon

Expected pricing date (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 30 December 2025 on or before 12:00 noon

Publication of announcement on the Stock Exchange website at www.hkexnews.hk and our website at www.birentech.com regarding the final Offer Price, level of interest in the International Offering, level of applications in the Hong Kong Public Offering and basis of allocation of Hong Kong Offer Shares (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 31 December 2025 on or before 11:00 p.m.

– i –

EXPECTED TIMETABLE (1)

Publication of results of allocation of the Hong Kong Public Offering (including the identification document numbers of successful applicants, where applicable) through various channels, including:

• Publication of announcement on our website at www.birentech.com and the Stock Exchange website at www.hkexnews.hk . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 31 December 2025 at 11:00 p.m.

• Availability of the "Search by ID" function on the "Allocation Results" page of the designated results website at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 31 December 2025 at 11:00 p.m. to Tuesday, 6 January 2026 at midnight

• Allocation results telephone enquiry hotline at +852 3691 8488 from 9:00 a.m. to 6:00 p.m. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 2 January 2026 to Wednesday, 7 January 2026 (excluding Saturdays, Sundays and Hong Kong public holidays)

If you apply through the HKSCC EIPO channel, you may also enquire with your broker or custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 30 December 2025 at 6:00 p.m.

Despatch/deposit into CCASS of H Share certificates in respect of wholly or partially successful applications (7) . . . . . . . . . . . . . . . . . . . . . . . . on or before Wednesday, 31 December 2025

Despatch of White Form eIPO electronic automatic refund payment instructions/refund cheques in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications (8)(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . on or before Friday, 2 January 2026

Expected commencement of trading of H Shares on the Stock Exchange . . . . . . . . . Friday, 2 January 2026 at 9:00 a.m.

– ii –

EXPECTED TIMETABLE(1)

Notes: (1) Unless otherwise stated, all times and dates refer to Hong Kong local time and dates.

(2) After 11:30 a.m. on the last day for lodging applications, you will not be able to submit an application through the designated website www.hkeipo.hk using the White Form eIPO service. If you have already submitted your application and obtained an application reference number from the designated website before 11:30 a.m., you will be permitted to continue with your application (by completing payment of the application monies) until 12:00 noon on the last day for lodging applications (i.e., the deadline for completing application registration).

(3) If a "Black" Rainstorm Warning Signal or Tropical Cyclone Warning Signal No. 8 or above is in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 29 December 2025, and/or an extreme condition occurs, application registration will not commence or end on that day. For further details, please refer to the section headed "How to Apply for Hong Kong Offer Shares — E. Arrangements in Bad Weather" in this prospectus.

(4) Applicants applying for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed "How to Apply for Hong Kong Offer Shares — A. Applying for Hong Kong Offer Shares — 2. Application Channels" in this prospectus.

(5) The expected Price Determination Date is on or around Tuesday, 30 December 2025 (but in any event no later than 12:00 noon on Tuesday, 30 December 2025). If the Sponsor and Overall Coordinator (for itself and on behalf of the Underwriters) and our Company are unable to reach agreement on the Offer Price for any reason by 12:00 noon on Tuesday, 30 December 2025, the Global Offering will not proceed and will lapse.

(6) The content of those websites or any data contained therein does not form part of this prospectus.

(7) H Share certificates will only become effective at 8:00 a.m. on the Listing Date if the Global Offering has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms. Investors who trade shares on the basis of publicly available allotment results before receiving H Share certificates or before the H Share certificates become valid documents of title do so entirely at their own risk.

(8) White Form eIPO electronic auto-refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications under the Hong Kong Public Offering, and also in respect of wholly or partially successful applicants in the event the final Offer Price is less than the price per Offer Share payable on application. Refund cheques (if any) may bear the applicant's partial identification document number as provided in the application (or, in the case of a joint application, that of the first-named applicant). Such information will also be passed on to third parties for refund purposes. Banks may require verification of an applicant's identification document number before encashing refund cheques. Incorrect identification document numbers provided by applicants may render refund cheques invalid or delay their encashment.

(9) Applicants who apply for 1,000,000 or more Hong Kong Offer Shares through the White Form eIPO service may collect their H Share certificates in person at the H Share Registrar, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, from 9:00 a.m. to 1:00 p.m. on Friday, 2 January 2026 (or at any other place or on any other date notified by us as the date for dispatch of H Share certificates/White Form eIPO electronic auto-refund payment instructions/refund cheques). Eligible individual applicants collecting in person may not authorise any other person to collect on their behalf. If you are a corporate applicant and are eligible to collect in person, your authorised representative must bring a letter of authorisation stamped with your company chop. Both individual applicants and authorised representatives must produce acceptable identification documents to the H Share Registrar when collecting.

Applicants who apply through HKSCC's EIPO channel should refer to 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 for details.

– iii –

EXPECTED TIMETABLE(1)

For applicants who apply through the White Form eIPO service and pay application monies through a single bank account, refunds (if any) will be made to that bank account in the form of White Form eIPO electronic auto-refund payment instructions. For applicants who apply through the White Form eIPO service and pay application monies through multiple bank accounts, refunds (if any) will be dispatched by ordinary post to the address specified in the application instructions in the form of refund cheques made payable to the applicant (or, in the case of joint applicants, the first-named applicant), at the applicant's own risk of loss in the post.

H Share certificates and/or refund cheques (if applicable) for applicants applying for fewer than 1,000,000 Hong Kong Offer Shares, and any uncollected H Share certificates, will be dispatched by ordinary post to the address specified in the relevant application, at the applicant's own risk of loss in the post.

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. For further details of the structure of the Global Offering (including its conditions) and the procedures for applying for Hong Kong Offer Shares, please refer to the sections headed "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" in this prospectus.

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

– iv –

Important Notice to Prospective Investors

This prospectus is issued in connection with the Hong Kong Public Offering and the Hong Kong Offer Shares only. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Hong Kong Offer Shares offered hereby pursuant to the Hong Kong Public Offering. This prospectus may not be used for, and does not constitute, an offer or an invitation to subscribe for or purchase any securities in any other jurisdiction or in any other circumstances. We have not taken any action to permit a public offering of the Hong Kong Offer Shares in any jurisdiction outside Hong Kong, nor have we taken any action to permit the distribution of this prospectus in any jurisdiction outside Hong Kong. The distribution of this prospectus and the offering and sale of the Hong Kong Offer Shares in other jurisdictions for purposes of a public offering are subject to restrictions and may not be made unless registration has been made with, authorisation has been obtained from, or an exemption has been granted by, the relevant securities regulatory authorities under the applicable securities laws of those jurisdictions.

In making your investment decision, you should rely only on the information contained in this prospectus. The Hong Kong Public Offering is made solely on the basis of the information and representations contained in this prospectus. We have not authorised anyone to provide you with information inconsistent with that contained in this prospectus. You should not rely on any information or representation not contained in or not made in this prospectus as having been authorised by us, the Joint Sponsors, the Sponsor and Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, any of the Underwriters, any of our or their respective directors, officers, employees, agents or representatives, or any other person involved in the Global Offering.

| | Page | |---|---| | Expected Timetable | i | | Table of Contents | v | | Summary | 1 | | Definitions | 27 | | Technical Glossary | 41 | | Forward-Looking Statements | 45 |

Risk Factors

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Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

47 –v–

TABLE OF

Information about this Prospectus and the Global Offering . . . . . . . . . . . . . . . . . . . . . . . . .

89

Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94

Directors and Parties Involved in the Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . .

102

Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

111

Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

113

Regulatory Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

127

History, Development and Corporate Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

160

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

205

Directors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

307

Share Capital

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Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

323

Major Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

327

Cornerstone Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

329

Use of Proceeds

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Future Plans and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

416

Underwriting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

420

Structure of the Global Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

434

How to Apply for Hong Kong Offer Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

447 Appendix I

Accountants' Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-1

Appendix II

Financial Information

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Unaudited Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

II-1

Appendix III

Property Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

III-1

Appendix IV

Summary of Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

IV-1

Appendix V

Statutory and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

V-1

Appendix VI

Documents Delivered to the Registrar of Companies in Hong Kong and Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . .

VI-1

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SUMMARY

This summary aims to provide you with an overview of the information contained in this prospectus. As this is a summary, it does not contain all information that may be important to you. You should read the entire prospectus before deciding to invest in the Offer Shares. In particular, as we do not meet the requirements of Rules 8.05(1), (2) or (3) of the Listing Rules, we are a Specialist Technology Company seeking a listing on the Main Board of the Stock Exchange of Hong Kong under Chapter 18C of the Listing Rules. Investing in a company such as ours involves unique challenges, risks and uncertainties. In addition, we have incurred net losses continuously since our inception, and may continue to incur net losses for the foreseeable future. During the Track Record Period, our operating activities generated net cash outflows. We did not declare or pay any dividends during the Track Record Period and may not pay any dividends for the foreseeable future. You should consider these factors before making an investment decision. Any investment involves risks. Certain specific risks of investing in the Offer Shares are set out in the section headed "Risk Factors" in this prospectus. You should read that section in its entirety before deciding to invest in the Offer Shares.

Overview We develop General-Purpose Graphics Processing Unit ("GPGPU") chips and GPGPU-based intelligent computing solutions, providing the fundamental computing power required for artificial intelligence ("AI"). By integrating our independently developed GPGPU-based hardware and our proprietary BIRENSUPA software platform, our solutions support the training and inference of AI models across a wide range of applications from cloud to edge. In particular, our GPGPU-based solutions possess high technological barriers in terms of powerful performance and high efficiency for pre-training, post-training, and inference of large language models ("LLMs"), giving us a key competitive advantage in the domestic market. Our technology is a critical infrastructure underpinning AI development and advancing artificial general intelligence ("AGI"), capable of meeting the rapidly growing computing demands across industries, thereby driving productivity enhancement, innovation and transformation. Innovation and technological excellence are the core of our competitiveness. With the rapid development of AI, particularly driven by LLMs and generative AI, many enterprises have an increasing demand for computing solutions to meet their surging needs in computing power and AI applications. In response to this demand, we have independently developed a Specialist Technology product — a comprehensive intelligent computing solution — comprising two major components: (i) a hardware system based on our GPGPU architecture and chips, and (ii) the BIRENSUPA computing software platform. The development of this solution requires meticulous multi-stage planning and coordination. Our primary activities include market demand analysis, chip specification definition, architecture design, chip design, hardware system integration and testing, independent software stack development, sales and marketing, and technical support. To facilitate the chip design process, we utilize various items, tools and support services provided by third-party suppliers, and may also choose to outsource certain back-end and physical design work to design service providers. We operate under a fabless model, engaging third-party contract manufacturers for the manufacturing, assembly, testing and packaging of semiconductor wafers and final products. To better meet customers' urgent needs for high-performance computing and intelligent applications, our Specialist Technology products can be delivered in the form of large-scale intelligent computing clusters, comprising a large number of interconnected GPGPU units that, under the scheduling of our BIRENSUPA software platform, collaboratively execute parallel processing tasks.

AI Development and Application

AI

…

Large Models

Cloud Training

Empowering

BIRENSUPA Software Platform

Cloud Inference

Megatron-LM

vLLM

PyTorch

PaddlePaddle

Libraries

Edge Computing

Programming Model

Compiler

Independently Developed

Internally Developed Frameworks (SuInfer/SuInfer-LLM)

Open Source / Third-Party Providers

Toolchain Drivers

Server Cluster / Supernode

GPGPU-Based Hardware GPGPU Chip

OAM

PCIe

•

By integrating our hardware systems and software platform with server, storage and network hardware infrastructure provided by partners, we have developed a comprehensive large-scale intelligent computing cluster solution. Our cluster management platform, BIRENCUBE, is designed to manage large-scale AI hardware infrastructure and can assist customers in building GPU cluster systems containing thousands or even tens of thousands of GPU chips.

With the continued expansion of AI applications, an increasing number of enterprises across various industries are creating innovative AI products and services, significantly driving up demand for computing power. Key industries — including AI data centers, AI solutions and the internet — are at the competitive forefront, substantially increasing their investment in computing power and related infrastructure. Furthermore, leading companies in these industries account for a dominant share of capital expenditure on computing power. As such, we strategically focus on high-computing-demand key industries, establishing strategic partnerships with major customers across various sectors. The industries we focus on include AI data centers, telecommunications, AI solutions, energy and utilities, fintech and internet. Leveraging our localized expertise and real-time customer support system, our solutions are committed to meeting the unique needs of these customers.

•

In 2023, our intelligent computing solutions began generating revenue. For the year ended 31 December 2024 and the six months ended 30 June 2025, our Specialist Technology products had 14 and 12 customers respectively, contributing revenue of RMB336.8 million and RMB58.9 million respectively.

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SUMMARY

•

As of the Latest Practicable Date, our Specialist Technology products had 24 outstanding binding orders with a total value of approximately RMB821.8 million.

•

In addition, as of the Latest Practicable Date, we had entered into five framework sales agreements and 24 sales contracts in respect of our Specialist Technology products with a total value of approximately RMB1,240.7 million, which will contribute to our future revenue upon monetization.

Our Intelligent Computing Solutions We have independently developed a GPGPU-based comprehensive intelligent computing solution. Our comprehensive intelligent computing solution consists of two components: (i) GPGPU-based hardware systems and (ii) the BIRENSUPA computing software platform. To more effectively meet customers' demand for large-scale intelligent computing capabilities, we integrate our hardware systems and software platform with other hardware infrastructure provided by partners — such as servers, storage and network equipment — into intelligent computing clusters, and deliver them to customers as a complete solution. As we are primarily engaged in GPU chip design, we confirm that all of our intelligent computing solutions fall within the "Semiconductor" acceptable sector under paragraph A.2 of Section 2.5 of the Guidelines.

Independently Developed GPGPU-Based Hardware Systems Since 2019, we have developed our first-generation GPGPU architecture and have successfully developed two chips, namely BR106 and BR110, along with a series of GPGPU-based hardware. We introduced the higher-performance BR166 chip product by co-packaging two BR106 chip dies using chiplet technology and advanced die-to-die interconnect technology. Our GPGPU chips are a key component of our GPGPU-based hardware and are integrated into industry-standard hardware form factors such as PCIe cards and OAMs. Based on customer requirements, we promote and sell PCIe cards, OAMs, GPGPU servers or server clusters in various configurations. We refer to this overall portfolio as our GPGPU-based hardware system.

BIRENSUPA — Software Platform Our GPGPU-based hardware operates using our independently developed software platform, BIRENSUPA. It is a software stack built on top of our GPGPU for developing artificial intelligence applications. Our BIRENSUPA software platform adopts a layered architecture — namely drivers, libraries, programming platform, machine learning frameworks and solutions — designed to optimize performance, improve development efficiency and support a broad range of artificial intelligence applications.

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SUMMARY

Intelligent Computing Clusters A GPU cluster consists of multiple GPU servers and/or chips that accelerate the training of deep learning algorithms through parallel computing, thereby improving availability, reliability and scalability. We integrate GPU hardware with high-speed interconnects, networking and a comprehensively optimized AI software stack to deliver high application-level performance, enabling customers to securely deploy and optimize GPU clusters.

Competitive Strengths We believe the following competitive strengths have contributed and will continue to contribute to our success, distinguishing us from our competitors:

• Advanced technology and solutions in the field of general-purpose intelligent computing;

• A comprehensive software ecosystem;

• Proven commercialization results and a high-quality customer base;

• An experienced R&D team with deep industry knowledge; and

•

A visionary management team with experience in innovation and commercialization.

Our Strategies We strive to achieve our long-term goals of driving technological advancement and accelerating AI applications. To achieve this, we will pursue the following strategies:

• Continuously invest in independently developed core technologies;

• Further develop and optimize our solutions;

• Enhance our open ecosystem;

• Strengthen our commercialization capabilities; and

•

Attract and retain talent.

Core Technologies Applied in Our Specialist Technology Products Due to our continuous investment in research and development, we possess a substantial number of core technologies that empower our Specialist Technology products. The development of GPGPU hardware systems and related software platforms requires strong R&D capabilities. Our core technologies

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SUMMARY

primarily cover the following areas: GPGPU architecture, SoC design, hardware system design and software technology. Biren's unified GPGPU architecture for training and inference enables our products to achieve powerful performance, high energy efficiency and high general-purpose flexibility, thereby reducing the total cost of ownership ("TCO") for customers. With our architecture, we are able to develop products of different scales to serve various applications and markets on a unified platform. In terms of SoC design, we continuously accumulate technology throughout the entire process, covering SoC architecture, memory systems, multi-GPU interconnects, SoC testing, SoC design flow and chip packaging design. We have developed comprehensive hardware system design capabilities that support various hardware form factors incorporating our independently developed GPGPU, such as PCIe, OAM, UBB, servers and server clusters. In addition to hardware-level innovations, we have developed a suite of software technologies that enable developers to fully leverage the computing and communication capabilities of our GPGPU. For further details, please refer to "Business — Core Technologies Applied in Our Specialist Technology Products."

Research and Development R&D is the core of our business, enabling us to continuously enhance and expand our solution portfolio. Our strong R&D capabilities enable us to develop Specialist Technology products leveraging advanced semiconductor technologies and will continue to support our future growth. We will continue to invest in R&D to improve the computing power, versatility and efficiency of our solutions. As of 30 June 2025, our R&D efforts are led by a team of 657 experienced professional R&D personnel, accounting for approximately 83% of our total workforce. The key management members and core members of our R&D team include our Chief Technology Officer, Mr. Zhou HONG, and our Chief Operating Officer, Mr. Linglan ZHANG. Mr. Hong is responsible for overseeing and formulating the technical development direction of our products. He is also the chief architect of our GPGPU chips, responsible for the definition and design of the GPGPU architecture. Mr. Hong has nearly 30 years of experience in GPU design and engineering, and has led R&D teams at multiple leading semiconductor companies both domestically and internationally. Mr. Linglan ZHANG is responsible for project management, production and quality control of our products. He has over 23 years of experience in the semiconductor industry. Please also refer to "Directors and Senior Management." In addition, we have attracted and retained a high-calibre R&D team. Prior to joining the Group, the majority of our R&D personnel accumulated extensive proprietary knowledge and expertise while working at other leading semiconductor and information technology companies. As of 30 June 2025, more than 210 of our R&D personnel have over 10 years of industry experience, representing more than 33% of the total R&D headcount. We will continue to actively recruit R&D talent to further innovate and improve our technology and solutions. We successfully brought BR106 from design to commercialization within approximately three years, incorporating advanced technologies and demonstrating leading performance — a testament to our world-class R&D efficiency. We have also accumulated strong proprietary technologies and engineering capabilities.

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SUMMARY

Since our establishment in 2019, we have invested heavily in strengthening our R&D capabilities in order to develop innovative and flexible solutions to continuously stay ahead of evolving customer needs. For the years 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 30 June 2025, our total R&D expenditures amounted to RMB1,017.9 million, RMB885.6 million, RMB827.0 million, RMB397.1 million and RMB571.6 million, respectively, representing 79.8%, 76.4%, 73.7%, 71.5% and 79.1% of total operating expenses for the respective periods. The total R&D expenditures recorded during the Track Record Period were incurred as a result of the development of our Specialist Technology products. For information on our R&D expenditures during the Track Record Period,

Financial Information

▶

For the period's R&D expenditure details, please refer to "Financial Data – Key Items of the Consolidated Statement of Comprehensive Loss – Research and Development Expenses."

Intellectual Property

Intellectual property forms the foundation of our business operations and future commercial results. In this regard, we primarily rely on laws protecting patents, copyrights, integrated circuit layout designs, trademarks, domain names, trade secrets and other proprietary rights in China and other jurisdictions where we operate, as well as contractual provisions, to protect our intellectual property.

As of the Latest Practicable Date, we hold 613 patents, 40 copyrights and 16 integrated circuit layout designs in China and overseas, and have 972 patent applications pending in China and overseas, which primarily relate to our next-generation technologies and products, such as the BR20X. In addition, as of the same date, we have registered 144 trademarks and 8 domain names that we consider to be, or potentially to be, of material significance to our business.

Customers and Suppliers

Customers

During the Track Record Period, our specialized technology products were still in the early stages of commercialization. In 2023, our specialized technology products began to generate revenue. During the Track Record Period, total revenue from our five largest customers for each year/period from 2023 onwards was RMB60.9 million, RMB304.0 million and RMB57.7 million, respectively, representing 98.1%, 90.3% and 97.9% of our total revenue, respectively. During the Track Record Period, revenue from our largest customer for each year/period from 2023 onwards was RMB53.2 million, RMB183.4 million and RMB19.6 million, respectively, representing 85.7%, 54.5% and 33.3% of our revenue, respectively. Our five largest customers for 2023, 2024 and the six months ended 30 June 2025 were all customers of intelligent computing solutions. They are Chinese companies operating in the fields of ICT, data centers and artificial intelligence solutions. For the year ended 31 December 2022, we

Financial Information

▶

Having three customers and generating total agency fee revenue of RMB 0.5 million. For details, please refer to "Financial Information – Notes on Key Items of the Consolidated Statement of Comprehensive Loss – Revenue." Our revenue from our largest customer in 2022 was RMB 0.4 million, accounting for 77.8% of total revenue in 2022.

–7–

OVERVIEW

Suppliers Our suppliers mainly include raw material suppliers and contract manufacturers in China. We generally enter into agreements with raw material suppliers on an annual basis. During the track record period, the total purchases made from our five largest suppliers in each year/period were RMB 361.0 million, RMB 286.3 million, RMB 298.8 million, and RMB 566.2 million, respectively, accounting for 56.1%, 56.4%, 58.9%, and 64.1% of our total purchases, respectively. During the track record period, the purchases made from our largest supplier in each year/period were RMB 129.0 million, RMB 99.4 million, RMB 162.5 million, and RMB 308.1 million, respectively, accounting for 20.0%, 19.6%, 32.0%, and 34.9% of our total purchases, respectively.

Market Opportunities and Competitive Landscape The China intelligent computing chip market in which we operate is highly concentrated among leading participants. In 2024, the top two participants combined accounted for 94.4% of the market share by revenue generated in the China market. The remaining market is relatively fragmented, with no major participant holding more than 1.0% of the market share, which provides any single participant with the opportunity to scale up and distinguish itself in future competition. According to data from CIC (灼識諮詢), the China intelligent computing chip market is expected to reach USD 50.4 billion in 2025 by revenue generated in the China market, and we expect to capture approximately 0.2% of the market share. Furthermore, given the continuously improving competitiveness of Chinese enterprises' intelligent computing chips, they are expected to account for a greater combined market share in the future, growing from approximately 20% in 2024 to approximately 60% in 2029.

Risk Factors

▶

RISK FACTORS

We are a specialist technology company seeking a listing on the Main Board of the Stock Exchange pursuant to Chapter 18C of the Listing Rules. Securities of specialist technology companies involve higher investment risks, including the risk of share price volatility and the risk of overvaluation arising from the difficulty in valuing such companies. Investors should fully understand the investment risks of specialist technology companies and the risks disclosed by us before making any investment decision.

Our intelligent computing solutions are still at a relatively early stage of commercialisation, as we only began generating revenue from intelligent computing solutions in 2023. Furthermore, we have recorded net losses since our inception. We believe that our operations involve certain risks and uncertainties, some of which are beyond our control.

We have categorised these risks and uncertainties into (i) risks relating to our business and industry; (ii) risks relating to our intellectual property; (iii) risks relating to our financial condition and need for additional capital; (iv) risks relating to conducting business in the jurisdictions in which we operate; and (v) risks relating to the Global Offering. Some of the principal risks we face include, but are not limited to, the following:

- We have a limited operating history, and our ability to develop and produce products and solutions at scale is unproven and continues to evolve, making it difficult to assess our current business and predict our future performance. Our historical financial and operating results may not be indicative of our future performance.

– 8 –

SUMMARY

- The future commercial success of our products and solutions will depend on their market acceptance and customer demand. Failure to accurately estimate customer demand may result in supply-demand imbalances.

- If we are unable to establish, expand and optimise an effective sales network for our products and solutions, we may not be able to generate revenue as planned, and our business and operating results may be adversely affected.

- Disruptions to our supply chain may delay our development plans.

- The success of our business depends on our ability to launch products or solutions with good functionality and performance levels in a timely manner, providing value to customers while supporting and keeping pace with major development trends in the industry.

- We are making significant investments in research and development, and such investments may not yield the results we anticipate. Failure to develop, enhance or adapt to new technologies and methodologies may render our technologies and products obsolete and have a material adverse effect on our business.

- If we are unable to attract, hire, retain and motivate our key executives, technical personnel and employees, our business may be harmed.

- We may not be able to compete successfully in the intelligent computing solutions industry.

- We are subject to risks relating to international trade policies, international export controls and economic sanctions, geopolitical conditions and trade protectionism, which may adversely affect our business, financial condition and operating results.

- With effect from 17 October 2023, the BIS (Bureau of Industry and Security) added certain entities within our Group to the Entity List, restricting their ability to purchase or otherwise obtain certain commodities, software and technologies.

- If we are unable to obtain and maintain patent and other intellectual property protection for our technologies or products, or if the scope of such intellectual property protection obtained is not sufficiently broad, third parties may develop and commercialise products and technologies similar or identical to ours and compete directly with us, and our ability to successfully commercialise any products or technologies may be adversely affected.

- In addition to patented technology, we also rely on our non-patented proprietary technologies, trade secrets, processes and know-how.

– 9 –

SUMMARY

- We may face intellectual property infringement claims, the defence of which may be time-consuming or costly, and which may result in negative publicity and divert our financial and management resources.

Our revenue increased from RMB39.3 million for the six months ended 30 June 2024 to RMB58.9 million for the six months ended 30 June 2025, primarily due to the introduction of more leading enterprises in specific industries, thereby optimising our customer structure and resulting in an increase in revenue from intelligent computing solutions.

Gross Profit and Gross Profit Margin

In 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 2025, we recorded gross profit of RMB0.5 million, RMB47.4 million, RMB179.2 million, RMB27.9 million and RMB18.8 million, respectively, with gross profit margins of 100%, 76.4%, 53.2%, 71.0% and 31.9%, respectively. The following table sets out the breakdown of our gross profit and gross profit margin by revenue source for the periods indicated.

| | For the Year Ended 31 December | | | | | | For the Six Months Ended 30 June | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | | | Gross Profit | Gross Margin | Gross Profit | Gross Margin | Gross Profit | Gross Margin | Gross Profit | Gross Margin | Gross Profit | Gross Margin | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | (thousands, except percentages) | | | | | | (Unaudited) | | | | | Sale of products | | | | | | | | | | | | — Intelligent computing solutions | – | – | 47,403 | 76.4 | 179,188 | 53.2 | 27,903 | 71.0 | 18,127 | 31.2 | | — Agency fees | 499 | 100.0 | – | – | – | – | – | – | – | – | | Provision of support or extended warranty services | – | – | – | – | 9 | 100.0 | – | – | 46 | 100.0 | | Rental income from intelligent computing clusters | – | – | – | – | – | – | – | – | 596 | 84.3 | | Total | 499 | 100.0 | 47,403 | 76.4 | 179,197 | 53.2 | 27,903 | 71.0 | 18,769 | 31.9 |

Our gross profit margin decreased from 100% in 2022 to 76.4% in 2023. We began to generate revenue from intelligent computing solutions in 2023, while revenue and gross profit generated from other miscellaneous sources in 2022 were negligible and were not representative of the performance of our principal business. Our gross profit margin decreased from 76.4% in 2023 to 53.2% in 2024, and from 71.0% for the six months ended 30 June 2024 to 31.9% for the six months ended 30 June 2025, consistent with the movement in gross profit margin of our intelligent computing solutions. This movement was primarily due to a change in the sales product mix driven by specific customer requirements. We were in the initial stage of commercialization in 2023, generating significant revenue from one customer. The solution we provided to that customer was a server cluster involving Bilig™ 106M servers and customized software (for additional functions and features required by the customer). In 2024, our revenue was primarily derived from PCIe card sales, mainly involving Bilig™ 106M products (without customized software components), and our gross profit margin was 53.2%, which, according to CIC, is consistent with industry levels. In the first half of 2025, the entry-level product Bilig™ 106C accounted for a higher proportion of revenue, whereas in the first half of 2024, high-end products accounted for a higher proportion of revenue, and high-end products generally carry higher gross profit margins. As we are still in the early stage of commercialization, our gross profit margin during the track record period was significantly affected by changes in product mix, and as we continue to commercialize our solutions and increase revenue, the current situation may not be indicative of future gross profit margins.

We recorded accumulated losses of RMB3,427.7 million as at 1 January 2022, primarily due to (i) finance costs recognized on redeemable financial liabilities prior to 2022, and (ii) significant research and development expenses incurred during the pre-commercialization product development phase in 2021.

Selected Items from the Consolidated Balance Sheet

The following table sets out selected data from our consolidated balance sheet (extracted from the accountants' report contained in Appendix I to this prospectus) as at the dates indicated:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB'000) | | | | | Total current assets | 2,834,211 | 2,773,545 | 2,353,347 | 3,309,251 | | Total non-current assets | 712,362 | 624,223 | 687,800 | 711,038 | | Total assets | 3,546,573 | 3,397,768 | 3,041,147 | 4,020,289 | | Total current liabilities | 324,238 | 1,225,760 | 1,552,999 | 12,857,277 | | Total non-current liabilities | 7,528,713 | 8,141,869 | 8,912,353 | 160,730 | | Total liabilities | 7,852,951 | 9,367,629 | 10,465,352 | 13,018,007 | | Net current assets/(liabilities) | 2,509,973 | 1,547,785 | 800,348 | (9,548,026) | | Total deficit | (4,306,378) | (5,969,861) | (7,424,205) | (8,997,718) | | Total deficit and liabilities | 3,546,573 | 3,397,768 | 3,041,147 | 4,020,289 |

– 14 –

SUMMARY

提升營運效率及實現規模經濟。我們計劃隨著業務增長，持續改善成本結構，並通過提升供應鏈管理水平、降低單位製造成本及提高製造效率，實現規模效益。

As of December 31, 2022, 2023 and 2024, our net current assets were RMB2,510.0 million, RMB1,547.8 million and RMB800.3 million, respectively. As of June 30, 2025, our net current liabilities were RMB9,548.0 million. As of October 31, 2025, our net current assets were RMB4,202.2 million.

Our net current assets decreased from RMB2,510.0 million as of December 31, 2022 to RMB1,547.8 million as of December 31, 2023, primarily due to (i) a decrease in trade and other receivables and prepayments; (ii) a decrease in cash and cash equivalents; and (iii) an increase in trade and other payables, partially offset by an increase in inventories and an increase in financial assets at fair value through profit or loss.

Our net current assets decreased from RMB1,547.8 million as of December 31, 2023 to RMB800.3 million as of December 31, 2024, primarily due to (i) a decrease in financial assets at fair value through profit or loss; (ii) an increase in trade and other payables; and (iii) an increase in convertible bonds, partially offset by an increase in cash and cash equivalents and an increase in trade and other receivables and prepayments.

As of December 31, 2024, our net current assets were RMB800.3 million, whereas as of June 30, 2025, our net current liabilities were RMB9,548.0 million, primarily because our redemption liabilities were reclassified to current liabilities in accordance with the redemption dates specified in the investment agreements, amounting to RMB12,145.4 million as of June 30, 2025. Upon completion of the Global Offering, our redemption liabilities will no longer be classified as liabilities and will be automatically converted into equity of our Company upon automatic conversion into ordinary shares, and accordingly, our net liabilities position will turn into a net assets position.

As of June 30, 2025, we recorded net current liabilities of RMB9,548.0 million, whereas as of October 31, 2025, we recorded net current assets of RMB4,202.2 million, primarily due to (i) an increase in financial assets at fair value through profit or loss, and (ii) the reclassification of our redemption liabilities to non-current liabilities due to the extension of the redemption dates pursuant to the supplemental agreement to the priority termination agreement in August 2025.

As of December 31, 2022, 2023 and 2024 and June 30, 2025, we recorded net liabilities of RMB4,306.4 million, RMB5,969.9 million, RMB7,424.2 million and RMB8,997.7 million, respectively. The changes in net liabilities were primarily driven by the following: (i) losses for the year/period of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1 million and RMB1,600.5 million in 2022, 2023 and 2024 and the six months ended June 30, 2025, respectively; (ii) share-based compensation expenses of RMB88.0 million, RMB80.1 million, RMB82.6 million and RMB27.2 million in 2022, 2023 and 2024 and the six months ended June 30, 2025, respectively; (iii) investor contributions of RMB280.0 million, RMB50.0 million, nil and RMB2,396.7 million in 2022, 2023 and 2024 and the six months ended June 30, 2025, respectively; and (iv) recognition of redemption liabilities of RMB280.0 million, RMB50.0 million, nil and RMB2,396.7 million in 2022, 2023 and 2024 and the six months ended June 30, 2025, respectively.

– 15 –

SUMMARY

Selected Items from the Consolidated Cash Flow Statement

The following table sets forth our cash flows for the years indicated:

| | Year ended December 31 | | | Six months ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Operating cash flows before changes in working capital | (954,136) | (761,835) | (682,465) | (390,429) | (510,774) | | Changes in working capital | (229,465) | (85,231) | (326,722) | 43,207 | (562,550) | | Net cash used in operating activities | (1,183,601) | (847,066) | (1,009,187) | (347,222) | (1,073,324) | | Net cash generated from/(used in) investing activities | 290,785 | (305,413) | 1,218,453 | 556,490 | (208,163) | | Net cash generated from/(used in) financing activities | 211,539 | 811,888 | 217,122 | (31,315) | 1,467,988 | | Net (decrease)/increase in cash and cash equivalents | (681,277) | (340,591) | 426,388 | 177,953 | 186,501 | | Cash and cash equivalents at beginning of year/period | 1,556,596 | 983,326 | 659,335 | 659,335 | 1,100,694 | | Effect of changes in exchange rates | 108,007 | 16,600 | 14,971 | 5,142 | (2,097) | | Cash and cash equivalents at end of year/period | 983,326 | 659,335 | 1,100,694 | 842,430 | 1,285,098 |

For the six months ended June 30, 2025, our net cash used in operating activities was RMB1,073.3 million. Our net cash used in operating activities was derived after adjusting for loss before income tax of RMB1,600.5 million, and involved (i) adjustments for non-cash items, primarily including finance costs of RMB1,021.9 million and depreciation of property, plant and equipment of RMB39.7 million; and (ii) changes in working capital, primarily including an increase in trade and other receivables and prepayments of RMB160.5 million and an increase in inventories of RMB447.8 million.

In 2024, our net cash used in operating activities was RMB1,009.2 million. Our net cash used in operating activities was derived after adjusting for loss before income tax of RMB1,538.2 million, and involved (i) adjustments for non-cash items, primarily including finance costs of RMB713.1 million and depreciation of property, plant and equipment of RMB86.1 million, partially offset by interest income from bank deposits of RMB36.3 million; and (ii) changes in working capital, primarily including an increase in trade and other receivables and prepayments of RMB275.7 million and a decrease in contract liabilities of RMB34.1 million, partially offset by an increase in trade and other payables of RMB15.1 million.

– 16 –

SUMMARY

In 2023, our net cash used in operating activities was RMB847.1 million. Our net cash used in operating activities was derived after adjusting for loss before income tax of RMB1,744.1 million, and involved (i) adjustments for non-cash items, primarily including finance costs of RMB615.7 million and depreciation of property, plant and equipment of RMB104.3 million, partially offset by interest income from bank deposits of RMB27.9 million and fair value gains on short-term investments at fair value through profit or loss of RMB24.8 million; and (ii) changes in working capital, primarily including an increase in inventories of RMB150.1 million, partially offset by a decrease in trade and other receivables and prepayments of RMB47.3 million.

In 2022, our net cash used in operating activities was RMB1,183.6 million. Our net cash used in operating activities was derived after adjusting for loss before income tax of RMB1,474.2 million, and involved (i) adjustments for non-cash items, primarily including finance costs of RMB352.1 million, depreciation of property, plant and equipment of RMB89.9 million and share-based compensation expenses of RMB88.0 million; and (ii) changes in working capital, primarily including an increase in trade and other receivables and prepayments of RMB184.7 million and a decrease in deferred income of RMB51.7 million, partially offset by an increase in trade and other payables of RMB46.2 million.

Our net operating cash outflows decreased from RMB1,183.6 million in 2022 to RMB847.1 million in 2023, primarily due to increased revenue, government grants and tax rebates in 2023, as well as a decrease in prepayments for NRE solutions and IP licensing fees as our research and development activities were at different stages of development. Our net operating cash outflows increased from RMB847.1 million in 2023 to RMB1,009.2 million in 2024, primarily due to increased prepayments for raw materials and NRE solutions as our business scale grew. Our net operating cash outflows increased from RMB347.2 million for the six months ended June 30, 2024 to RMB1,073.3 million for the same period in 2025, primarily due to increased prepayments for raw materials in preparation for inventory build-up.

In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our historical cash burn rates were RMB113.0 million, RMB90.2 million, RMB109.0 million, RMB83.0 million and RMB226.8 million, respectively, primarily referring to our average monthly cash operating costs plus capital expenditures and lease payments for each respective period. As of October 31, 2025, our cash and cash equivalent assets balance was RMB3,288.0 million. Assuming the over-allotment option and the size adjustment option are not exercised and assuming an offer price of HK$17.00 per offer share (being the lower end of the indicative offer price range set out in this prospectus), after deducting underwriting fees and other related expenses payable by us in the Global Offering, we estimate that we will receive net proceeds of approximately HK$4,036.7 million.

Assuming that the future average cash burn rate is the same as the average monthly cash consumption in 2022, 2023 and 2024, on the basis that we had completed the major research and development cycle during 2022 to 2024 and achieved a relatively stable operating team size during that period, such that the historical average cash burn rate for that period is reflective of a stable cash consumption pattern; and

– 17 –

SUMMARY

that the anticipated future increases in production and research and development costs will be offset by cash inflows generated from the sale of Specialist Technology products. Furthermore, we estimate that our cash and cash equivalent assets balance as of October 31, 2025 will be sufficient to sustain our financial viability for 31.6 months, or 35.1 months if we take into account 10% of the estimated net proceeds from the Global Offering (i.e., the portion allocated for our working capital and other general corporate purposes), or 66.8 months if we also take into account the full estimated net proceeds from the Global Offering. We will continue to closely monitor operating cash flows and expect to raise the next round of financing when required with a buffer period of at least 12 months.

Looking ahead, we expect our costs and expenses to continue to increase, primarily for the procurement of raw materials and investment in research and development activities. Such expected expenditures are anticipated to be broadly in line with our future business growth.

Key Financial Ratios

The following table sets forth certain key financial ratios for the years indicated:

| | As of/for the year ended December 31 | | | As of/for the six months ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | | | | (Unaudited) | | | Gross profit margin for intelligent computing solutions | — | 76.4% | 53.2% | 71.0% | 31.2% | | Current ratio(1) | 8.74 | 2.26 | 1.52 | N/A | 0.26 |

Note: (1) Current ratio is calculated by dividing current assets by current liabilities as of the dates indicated.

Analysis of Key Financial Ratios

Gross Profit Margin for Intelligent Computing Solutions

For a discussion of the factors affecting the gross profit margin of our intelligent computing solutions during the track record period, please refer to "Financial Information — Period-to-Period Comparison of Results of Operations."

Current Ratio

– 18 –

SUMMARY

1.52 as of December 31, 2024, primarily due to (i) a decrease in financial assets at fair value through profit or loss; (ii) an increase in trade and other payables; and (iii) an increase in convertible bonds, partially offset by an increase in cash and cash equivalents and an increase in trade and other receivables and prepayments. Our current ratio decreased from 1.52 as of December 31, 2024 to 0.26 as of June 30, 2025, primarily due to an increase in redemption liabilities, partially offset by (i) an increase in inventories and (ii) an increase in financial assets at fair value through profit or loss.

Use of Proceeds

▶

Future Plans and Use of Proceeds

Assuming an offer price of HK$18.30 per offer share (being the mid-point of the indicative offer price range as stated in this prospectus), after deducting underwriting fees and commissions payable by us in connection with the Global Offering and other estimated expenses, and assuming that the offer size adjustment option and the over-allotment option are not exercised, we estimate that we will receive net proceeds from the Global Offering of approximately HK$4,350.6 million. In accordance with our strategy, we intend to apply the proceeds from the Global Offering for the following purposes and in the following amounts:

We intend to use the net proceeds for the following purposes:

• Approximately 85.0%, or HK$3,698.0 million, will be used for the future research and development of our intelligent computing solutions, including the development of our intelligent computing hardware and the development and upgrade of our software platforms;

• Approximately 5.0%, or HK$217.5 million, will be used for the commercialization of our intelligent computing solutions. Specifically, we plan to expand our sales and marketing department, carry out marketing and promotional activities such as establishing showrooms or display rooms, and set up a dedicated team to provide technical support to customers. Through the above efforts, we aim to build our own sales network, strengthen our customer relationships and enhance our brand influence;

• Approximately 10.0%, or HK$435.1 million, will be used as working capital and for other general corporate purposes.

Use of Proceeds

▶

For details, please refer to "Future Plans and Use of Proceeds."

Our Shareholding Structure

Our Single Largest Shareholder Group

Our single largest shareholder group comprises Mr. Zhang, Shanghai Bili Ren (壁立仞) (the Company's employee incentive platform), and Shanghai Zhuo Ren (卓仞) (the general partner of Shanghai Bili Ren). In order to jointly control the Company's decision-making and operational management at general meetings of shareholders, Mr. Zhang and Shanghai Bili Ren have entered into a concert party agreement, pursuant to which they confirm and acknowledge that they have been acting in concert to control the Company's decision-making and operational management at general meetings of shareholders since the Company's establishment. In the event that they are unable to reach a consensus on matters relating to the Company, Shanghai Bili Ren shall act in accordance with Mr. Zhang's instructions. In addition, Mr. Zhang has entered into a voting entrustment agreement with (among others) Shanghai Zhuo Ren (as the general partner of Shanghai Bili Ren) and the general partners of all limited partners of Shanghai Bili Ren, and is therefore able to control Shanghai Bili Ren. For details, please refer to "History, Development and Corporate Structure — Concert Party Agreement and Voting Entrustment Agreement."

– 22 –

SUMMARY

Share Capital

▶

The largest single shareholder group will control approximately 15.87% of our total issued share capital.

Pre-IPO Investments

Since our establishment, we have completed several rounds of pre-IPO investments, raising total funds of over RMB 9 billion (人民币90亿元). We have five sophisticated independent investors, namely QM120, Country Garden Ventures (碧桂园创投) (including Country Garden Ventures (碧桂园创投) and Huibi No. 2 (汇碧二号)), Sky9 Capital, Zhuhai Gree (珠海格力), and Shenzhen Songhe (深圳市松禾), who also serve as our lead sophisticated independent investors. For details regarding the pre-IPO investments, our sophisticated independent investors and pre-IPO investors, please refer to "History, Development and Corporate Structure — Pre-IPO Investments."

Dividends

We do not have any fixed dividend policy, nor do we have a predetermined dividend payout ratio. During the track record period, we did not declare or distribute any dividends to shareholders. Following the Global Offering, we may declare and pay dividends primarily in cash or in shares as we deem appropriate. Any future decision to declare or pay dividends will be made having regard to, among other things, the Company's profitability, operational development plans, external financing environment, cost of capital, the Company's cash flows, and other factors that the Directors may consider relevant. Our ability to pay dividends in the future also depends on our ability to receive dividends from our subsidiaries. As advised by our PRC legal counsel, under PRC Company Law, each PRC company must annually allocate at least 10% of its after-tax profits (if any) to its statutory reserve fund until the accumulated amount reaches 50% of the company's registered capital. Furthermore, a company may not distribute dividends before making up for its losses and allocating funds to the statutory reserve fund. After a company has drawn the statutory reserve fund from its after-tax profits, it may also draw a discretionary surplus reserve fund from its after-tax profits, subject to approval by a resolution of the shareholders' meeting. Accordingly, where losses have been made up and reserve funds have been drawn, we may distribute after-tax profits to shareholders as dividends.

Legal Proceedings and Compliance

We are committed to complying with the laws and regulations applicable to our business. During the track record period and up to the Latest Practicable Date, we have not experienced any non-compliance incidents that our Directors believe would, individually or collectively, have a material operational or financial impact on our business and operations as a whole.

– 23 –

SUMMARY

Previous A-Share Listing Plan

In September 2024, we entered into a guidance agreement with Guotai Haitong Securities Co., Ltd. (国泰海通证券股份有限公司) (formerly known as Guotai Junan Securities Co., Ltd. (国泰君安证券股份有限公司)) in connection with an A-share listing on the STAR Market of the Shanghai Stock Exchange, and filed a listing guidance registration with the Shanghai Regulatory Bureau of the China Securities Regulatory Commission. Taking into consideration that the Stock Exchange is able to provide us with a platform to access capital and attract a diversified investor base, the Company decided in the first half of 2025 to pursue a listing in Hong Kong. For details, please refer to "History, Development and Corporate Structure — Previous A-Share Listing Plan and Reasons for Listing on the Stock Exchange." We may, following the Global Offering and subject to compliance with the relevant requirements of the Listing Rules, proceed with an A-share issuance and listing at an appropriate time. As of the Latest Practicable Date, we have not yet determined the timetable, offering size, or listing venue for a potential A-share listing.

Recent Developments and No Material Adverse Change

Applicable U.S. Laws and Regulations

The Bureau of Industry and Security of the U.S. Department of Commerce ("BIS") maintains an Entity List, which identifies non-U.S. persons, companies, research institutions, governments, and private organizations that are subject to additional licensing requirements (and typically a policy of denial) when exporting, re-exporting, or transferring in-country items subject to the Export Administration Regulations ("Entity List").

Effective October 17, 2023, BIS added certain entities within our Group to the Entity List, specifically: Beijing Biren Technology Development Co., Ltd. (北京壁仞科技开发有限公司); Guangzhou Biren Intelligent Technology Co., Ltd. (广州壁仞智能科技有限公司); Hangzhou Biren Technology Development Co., Ltd. (杭州壁仞科技开发有限公司); Shanghai Biren Information Technology Co., Ltd. (上海壁仞信息科技有限公司); Guangzhou Biren Semiconductor Technology Co., Ltd. (广州壁仞半导体科技有限公司); Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司); Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之砾企业发展有限公司); and Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成电路有限公司) (collectively, the "Listed Entities"). Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之砾企业发展有限公司) was formerly known as Suzhou Xinyan Holdings Co., Ltd. (苏州新岩控股有限公司). On April 11, 2024, BIS amended the Entity List entry to include the alias "Shanghai Biren Technology" (上海壁仞科技) in addition to the existing aliases "Biren" (壁仞) and "Biren Technology" (壁仞科技). With respect to each of the Listed Entities, BIS imposed a license requirement for all items subject to the Export Administration Regulations, to be reviewed under a "presumption of denial" policy. In addition, a "Footnote 4 designation" was issued against the Listed Entities, meaning that for the purposes of the license requirement, "items subject to the Export Administration Regulations" includes certain foreign-produced items that are the direct product of U.S.-origin technology or software.

The BIS Entity List designation (the "BIS Listing") prohibits the Listed Entities from purchasing, acquiring, or otherwise obtaining any items subject to the Export Administration Regulations without a BIS license. Specifically, absent a BIS license, where any Listed Entity is a party to a transaction (including as a purchaser, intermediate consignee, ultimate consignee, or end user), the export, re-export, or resale of any items subject to the Export Administration Regulations is prohibited. In other words, even if a Listed Entity is not the intended end user of the items involved, these restrictions will still apply so long as the Listed Entity is the purchaser or otherwise participates in a particular transaction. The Entity List restrictions applicable to the Listed Entities apply only to items subject to the Export Administration Regulations that were imported, procured, or obtained by the Listed Entities after they were added to the BIS Listing. For example, if a Listed Entity obtained items subject to the Export Administration Regulations prior to October 17, 2023, the Listed Entity may continue to possess and use such items after being added to the BIS Listing. However, from October 17, 2023 onwards, the Listed Entities are prohibited from obtaining additional quantities or updated versions of such items.

As concluded by Jacobson Burton Kelley PLLC ("JBK"), our legal counsel on U.S. sanctions and export control laws, up to September 29, 2025, the Entity List restrictions did not apply to non-listed entities within our Group that are legally independent from the Listed Entities ("Non-Listed Entities"). However, pursuant to a new rule issued by BIS that took effect on September 29, 2025 (the "Association Rule"), any Non-Listed Entity that is directly or indirectly owned, individually or in aggregate, 50% or more by one or more entities listed on (1) the BIS Entity List; (2) the BIS Military End User ("MEU") List; and (3) the OFAC Specially Designated Nationals and Blocked Persons List ("SDN List") is now subject to the same export licensing rules as the parent entity. As advised by JBK, neither the BIS Listing events nor the Association Rule would have a material impact on our Group's business or operations. Even if certain Non-Listed Entities within our Group may fall within the scope of the Association Rule, our Non-Listed Entities are currently not procuring and do not plan to procure items subject to the Export Administration Regulations controls. Furthermore, on November 1, 2025, the White House announced that, as part of the latest round of U.S.-China trade negotiations, the implementation of the Association Rule would be delayed by one year, with such suspension taking effect on November 10, 2025. Accordingly, notwithstanding BIS's promulgation of the Association Rule and the suspension of its implementation, the Company anticipates that this policy change will not have a material impact on the Group's business or operations even after the expiration of the suspension period, provided that the rule and its implementation have not materially changed in the interim.

– 24 –

SUMMARY

Risk Factors

▶

significant changes. For further information on the relevant rules and their impact on the Company, please refer to "Risk Factors", "Regulatory Overview – Overview of U.S. Export Controls" and "Business".

With respect to items procured from Listed Entities that are determined to be potentially subject to export control regulations, we have identified domestic alternative suppliers and entered into agreements with them, or developed alternatives internally, for items required for the development and production of our solutions that were previously procured from Listed Entities and are currently or potentially subject to export control regulations. Taking into account (i) we have identified domestic alternative suppliers and entered into agreements with them, or conducted internal development, for items required for the development and production of our solutions that were previously procured from Listed Entities and are currently or potentially subject to export control regulations; (ii) the use of items supplied by domestic alternative suppliers does not materially adversely affect the performance of our solutions, the commercialization of our product lines, or our research and development process; (iii) in the long term, we believe we benefit from the transition to internal development and domestic alternatives, as domestic suppliers help us reduce costs, improve supply chain collaboration and management, and obtain better local support and assistance; (iv) as of the Latest Practicable Date, none of our investors or existing customers have withdrawn their investments or ceased doing business with us, or notified us in writing or otherwise of their intention to do so, as a result of the BIS Listing; and (v) we are not aware of any litigation, arbitration proceedings, or other legal actions arising from or relating to the BIS Listing, the BIS Listing has not had and is not expected to have a material adverse impact on the development and commercialization of our solutions. For a detailed analysis of the impact of the BIS Listing, please refer to "Business – Applicable U.S. Laws and Regulations".

On October 28, 2024, the U.S. Department of the Treasury issued a final rule (the "Outbound Investment Regulations") to implement Executive Order 14105, titled "Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern", issued on August 9, 2023. The Outbound Investment Regulations prohibit U.S. persons from investing in, or knowingly directing investments in, entities on the BIS Entity List that are engaged in the design, fabrication, or packaging of advanced integrated circuits. In particular with respect to the Company, the Outbound Investment Regulations prohibit U.S. persons from investing in, or knowingly directing investments in, entities on the BIS Entity List that are engaged in the design, fabrication, or packaging of advanced integrated circuits. For the purposes of the Outbound Investment Regulations, our engagement in semiconductor design may constitute a covered activity. Accordingly, unless an applicable exception applies, U.S. persons will be prohibited from investing in the Company or knowingly directing investments in the Company. The Offer Shares are being offered and sold only outside the United States in offshore transactions pursuant to Regulation S under the U.S. Securities Act.

No Material Change

The Directors confirm that, as of the date of this Prospectus, there has been no material adverse change in our financial or trading position, indebtedness, mortgages, contingent liabilities, guarantees, or prospects since June 30, 2025 (the end of the reporting period of the accountants' report set out in Appendix I to this Prospectus).

Notwithstanding our efforts to increase revenue and gross profit, we expect our net loss for the year ending December 31, 2025 to increase significantly, primarily due to (i) anticipated increases in research and development expenses as we increase research and development activities in accordance with the development stages of our ongoing research and development projects, mainly because we plan to strengthen research and development investment to drive the tape-out process for next-generation products such as the BR20X; and (ii) anticipated increases in finance costs due to the expected increase in the balance of redemption liabilities.

– 26 –

– 30 –

DEFINITIONS

"HKSCC eIPO"

means

applying for Hong Kong Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS for credit to your or the designated HKSCC Participant's stock account, by causing HKSCC Nominees to apply on your behalf, including by instructing your broker or custodian (which must be an HKSCC Participant) to submit electronic application instructions through the HKSCC FINI system to apply for Hong Kong Offer Shares on your behalf

"HKSCC Nominees"

means

Hong Kong Securities Clearing (Nominees) Limited, a wholly-owned subsidiary of HKSCC

DEFINITIONS

"IPO"

means

initial public offering

"Ministry of Finance"

means

the Ministry of Finance of the People's Republic of China

"MIIT"

means

the Ministry of Industry and Information Technology of the People's Republic of China

– 33 –

DEFINITIONS

"MOFCOM"

means

the Ministry of Commerce of the People's Republic of China

"Mr. Xiao"

means

Mr. Xiao Bing (肖冰), our executive director and general manager, the sole shareholder of Shanghai Zhuoren and the general partner of certain limited partners of Shanghai Bilijun

"Mr. Zhang"

means

Mr. Wen ZHANG, our founder, executive director, chief executive officer and one of the members of the Single Largest Shareholder Group

"NDRC"

means

the National Development and Reform Commission of the People's Republic of China

"Nomination Committee"

means

the nomination committee of the Board

"Offer Price"

means

the final offer price per Offer Share at which Offer Shares are to be subscribed for and issued under the Global Offering, as described in the section headed "Structure of the Global Offering" in this prospectus (excluding brokerage of 1%, SFC transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.00565%, and FRC transaction levy of 0.00015%)

"Offer Shares"

means

the Hong Kong Offer Shares and the International Offer Shares, together with any additional H Shares that may be allotted and issued upon exercise of the Upsize Option and the Over-allotment Option

"Upsize Option"

means

the option expected to be granted by us to the International Underwriters pursuant to the International Underwriting Agreement, exercisable by the Sponsor and Overall Coordinator (for itself and on behalf of the International Underwriters), pursuant to which the Company may allot and issue up to an aggregate of 37,153,800 additional H Shares (representing approximately 15.0% of the Offer Shares initially offered under the Global Offering (assuming the Over-allotment Option is not exercised)) at the Offer Price to cover any excess demand in the International Offering (not subject to any reallocation mechanism), details of which are set out in "Structure of the Global Offering — Upsize Option"

DEFINITIONS

"Regulation S"

means

Regulation S under the U.S. Securities Act

"Remuneration Committee"

means

the remuneration committee of the Board

"RidgeStone"

means

RidgeStone Technology, Inc., a company incorporated in Delaware, United States on 22 November 2019, being a wholly-owned subsidiary of the Company

"RMB"

means

Renminbi, the lawful currency of China

"SAFE"

means

the State Administration of Foreign Exchange of China

– 36 –

DEFINITIONS

"SAMR"

means

the State Administration for Market Regulation

"State Taxation Administration"

means

the State Taxation Administration of the People's Republic of China

"Standing Committee of the NPC"

means

the Standing Committee of the National People's Congress of the People's Republic of China

"SFO"

means

the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"SFC"

means

the Securities and Futures Commission of Hong Kong

"Shanghai Aoyan"

means

Shanghai Aoyan Technology Co., Ltd. (上海遨岩科技有限公司), a limited liability company incorporated in China on 7 November 2023, being a wholly-owned subsidiary of the Company

"Shanghai Bilijun"

means

Shanghai Bilijun Enterprise Management Consulting Partnership (Limited Partnership) (上海壁立仞企業管理諮詢合夥企業（有限合夥）), a limited partnership established in China on 26 September 2019, being the Company's employee incentive platform and one of the members of the Single Largest Shareholder Group

"Shanghai-Hong Kong Stock Connect"

means

the securities trading and settlement system linkage programme developed by the Hong Kong Stock Exchange, the Shanghai Stock Exchange, HKSCC and China Clearing to establish mutual market access between the Hong Kong and Shanghai markets (including southbound trading and northbound trading)

"Shanghai Zhuoren"

means

Shanghai Zhuoren Management Consulting Co., Ltd. (上海卓仞管理諮詢有限公司), a limited liability company incorporated in China on 15 March 2021, wholly owned by Mr. Xiao. Shanghai Zhuoren is the general partner of Shanghai Bilijun and one of the members of our Single Largest Shareholder Group

"Share(s)"

means

Share Capital

▶

Ordinary shares with a par value of RMB0.02 per share in the share capital of the Company, including Unlisted Shares and H Shares

– 37 –

DEFINITIONS

"Shareholder"

means

a holder of Shares

"Share Options"

means

the share options to subscribe for limited partnership interests in Shanghai Biliren (i.e., the limited partnership interests of certain limited partners of Shanghai Biliren) corresponding to the relevant shares, which are exercisable under the Pre-IPO Employee Incentive Plan. For details, please refer to "Statutory and General Information – Further Information on Our Directors, Senior Management and Substantial Shareholders – 5. Pre-IPO Employee Incentive Plan"

"Shenzhen-Hong Kong Stock Connect"

means

the securities trading and settlement system connectivity programme developed by the Stock Exchange, the Shenzhen Stock Exchange, HKSCC and ChinaClear to establish mutual market access between Hong Kong and Shenzhen markets

"Single Largest Shareholder Group"

means

Mr. Zhang, Shanghai Biliren and Shanghai Zhuoren

"Sophisticated Independent Investor"

means

has the meaning ascribed to it under Chapter 2.5 of the Guidance for New Listing Applicants

"Specialist Technology"

means

has the meaning ascribed to it under the Listing Rules

"Specialist Technology Company"

means

has the meaning ascribed to it under the Listing Rules

"Specialist Technology Products"

means

has the meaning ascribed to it under the Listing Rules

"Sponsor and Overall Coordinator"

means

the sponsor and overall coordinator named in the section headed "Directors and Parties Involved in the Global Offering" in this Prospectus

"State Council"

means

the State Council of the People's Republic of China

"Stabilising Manager"

means

China International Capital Corporation Hong Kong Securities Limited

"Subsidiary"

means

has the meaning ascribed to it under the Listing Rules

"Substantial Shareholder"

means

has the meaning ascribed to it under the Listing Rules

– 38 –

DEFINITIONS

– 39 –

DEFINITIONS

Unless otherwise specified, any references to shareholding interests in the Company following the completion of the Global Offering assume that the Over-allotment Option and the Offer Size Adjustment Option have not been exercised.

means

basic built-in software that manages the fundamental functions of hardware

"FP32"

means

Single-Precision Floating Point 32, a computer number format occupying 32 bits of computer memory

"GEMM"

means

General Matrix Multiplication, a commonly used algorithm in linear algebra, machine learning, statistics and many other fields

"Generative AI"

means

artificial intelligence capable of generating text, images or other media

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TECHNICAL GLOSSARY

"GPGPU"

means

General-Purpose computing on Graphics Processing Units, a graphics processor that performs general-purpose computing tasks

"GPU"

means

Graphics Processing Unit

"HBM"

means

High Bandwidth Memory, a high-speed computer memory interface for 3D-stacked synchronous dynamic random-access memory

"IC" or "Integrated Circuit"

means

a set of electronic circuits on a small flat piece of semiconductor material (usually silicon)

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TECHNICAL GLOSSARY

"OAM"

means

Open Accelerator Module, a form factor specification for compute accelerator modules, or a product in that form factor

"Open Source"

means

source code that is freely available for possible modification and redistribution

"PaddlePaddle"

means

a free and open-source software library for machine learning and artificial intelligence

"PCIe"

means

Peripheral Component Interconnect Express, a form factor specification for compute accelerator modules, or a product in that form factor

"XSR SerDes"

means

Extra-Short-Reach Serialiser/Deserialiser, a pair of functional blocks commonly used for high-speed chip-to-chip communication

– 44 –

FORWARD-LOOKING STATEMENTS

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

This Prospectus contains forward-looking statements and information relating to us and our subsidiaries that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. The use of the words "aim", "anticipate", "believe", "can", "estimate", "expect", "going forward", "intend", "may", "must", "plan", "project", "seek", "should", "will", "would", "outlook", "aspire", "target", "schedule" and similar expressions, and their negatives and other similar expressions in this Prospectus, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current views with respect to future events, operations, liquidity and capital resources, some of which may not materialise or may change. These statements are subject to certain risks, uncertainties and assumptions, including

Risk Factors

▶

•

Our business strategies and the plans formulated to achieve such strategies, including our expansion plans;

• Our ability to protect intellectual property rights and maintain confidentiality;

• The effectiveness of our quality control systems;

•

Changes or fluctuations in interest rates, foreign exchange rates, share prices, trading volumes, commodity prices and overall market trends, including those related to the industries and markets in which we operate;

• Capital market developments;

• Our dividend policy; and

•

Risk Factors

▶

"Risk Factors" and all other risks and uncertainties described in other sections.

By their nature, certain disclosures relating to the above and other risks are estimates only. If one or more of the above uncertainties or risks, among others, were actually to occur, our actual results could differ materially from those estimated, projected or forecast, and from our historical results. Without limitation, in particular, sales may decrease while costs may increase; the cost of capital may increase while capital financing may be delayed; and expected growth in results may not be fully realised.

Subject to compliance with applicable laws, rules and regulations, we undertake no obligation to update or otherwise revise any forward-looking statements contained in this prospectus as a result of new information, future events or other matters, and we do not assume any responsibility therefor. The forward-looking events and circumstances discussed in this prospectus may not occur as we anticipate, or may not occur at all, due to the above and other risks, uncertainties and assumptions. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements contained in this prospectus are subject to the cautionary statements set out in this section.

In this prospectus, statements or references regarding the intentions of us or the Directors are made as of the date of this prospectus. Any such information may be subject to change as a result of future developments.

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Risk Factors

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RISK FACTORS

Investing in H Shares involves significant risks. Before investing in our H Shares, you should carefully consider all information contained in this prospectus, including the risks and uncertainties described below. The following describes the risks that we consider to be material. Any of the following risks could have a material adverse effect on our business, prospects, operating results and financial condition. The market price of our H Shares may decline significantly due to any of these risks, and you may lose all or part of your investment.

These factors are contingencies that may or may not occur, and we make no representation as to the likelihood of the occurrence of any such contingency. Unless otherwise stated, the information provided is as of the Latest Practicable Date, will not be updated after the date of this prospectus, and is subject to the cautionary statements under "Forward-Looking Statements" in this prospectus.

We are a Specialist Technology Company seeking a listing on the Main Board of the Stock Exchange pursuant to Chapter 18C of the Listing Rules. Securities of Specialist Technology Companies involve higher investment risks, including the risk of share price volatility and the risk of overvaluation arising from the difficulty of valuing such companies. Investors should fully understand the investment risks associated with Specialist Technology Companies and the risks disclosed by us before making any investment decision.

Our intelligent computing solutions are still in a relatively early stage of commercialisation, as we only began generating revenue from intelligent computing solutions in 2023. In addition, we have recorded net losses since our inception. We believe that our operations involve certain risks and uncertainties, some of which are beyond our control. We have categorised these risks and uncertainties as: (i) risks relating to our business and industry; (ii) risks relating to our intellectual property; (iii) risks relating to our financial condition and need for additional capital; (iv) risks relating to doing business in the jurisdictions in which we operate; and (v) risks relating to the Global Offering.

Other risks and uncertainties of which we are currently unaware, or that are not indicated to us expressly or implicitly below, or that we currently do not consider to be material, may also impair our business, operating results and financial condition. You should consider our business and prospects in light of the challenges we face, including those discussed in this section.

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Risk Factors

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RISK FACTORS

Risks Relating to Our Business and Industry

We have a limited operating history, and our ability to develop and produce products and solutions at scale is unproven and continues to evolve, making it difficult to evaluate our current business and predict our future performance. Our historical financial and operating results may not be indicative of our future performance.

Since 2019, we have been in the development stage with a limited operating history, and our ability to develop high-quality products that are attractive to customers at scale as planned has not been proven and continues to evolve. To date, our operations have focused on the research and development of products and solutions, establishing and expanding our intellectual property portfolio, and growing and strengthening our research and development team. We launched our commercialized specialized technology products in August 2022 and have been incurring losses throughout the track record period. As a result, we have a limited track record in launching, commercializing, selling and marketing our products and solutions. Our ability to manufacture and deliver specialized technology products at scale is unverified. Given our limited track record in commercialization, there is no guarantee that our efforts to seek market acceptance of our products and solutions will be successful, that sales of our products and solutions will meet our expectations, or that our products and solutions will deliver a user experience that satisfies our customers. The commercial development and delivery of our intelligent computing solutions currently face, and will continue to face, inherent risks, including risks related to supply chain delays or disruptions, quality control deficiencies, compliance with applicable laws and regulations, international trade policies, geopolitical and trade protectionist measures, cost overruns and lack of necessary funding, any of which may have an adverse impact on our business, operating results and financial performance.

Furthermore, our limited operating history, particularly in light of the rapidly evolving intelligent computing solutions industry, may make it difficult to evaluate our current business prospects and reliably predict our future performance. This prospectus contains certain forward-looking statements and information, including but not limited to the statements contained in "Business — Business Sustainability and Path to Profitability." You should be aware that reliance on any forward-looking statements involves risks and uncertainties, and any or all of such assumptions may prove to be inaccurate, and accordingly, forward-looking statements based on such assumptions may also be incorrect. We may incur unexpected expenses, encounter unforeseen difficulties, complications, delays and other business uncertainties. If we fail to successfully resolve such business uncertainties and difficulties, our business will be adversely affected. Please also see "— Risks Relating to the Global Offering — Forward-looking statements contained in this prospectus are subject to risks and uncertainties."

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Risk Factors

▶

RISK FACTORS

The future commercial success of our products and solutions will depend on their market acceptance and customer demand. Failure to accurately estimate customer demand may result in supply-demand imbalances.

The future commercial success of our products will depend on their market acceptance by customers. Given that our development and sales cycles are long and difficult to predict, and that we have a limited track record in commercializing our products and solutions, there are inherent uncertainties as to whether our products and solutions will achieve commercial success in the future. We engage third parties to manufacture and assemble our products, and the manufacturing cycles are lengthy. We expect to manufacture finished goods and maintain inventory in advance of anticipated demand. If our estimates of customer demand ultimately prove inaccurate, there may be significant imbalances between supply and demand, which could result in product shortages or excess inventory, and may seriously harm our operating results and financial performance.

In addition to the above-mentioned lead times, demand for our products is subject to a number of factors that may cause us to underestimate or overestimate future customer demand for our products, or result in supply-demand imbalances for our products, and affect the timing and amount of our revenue. These factors include, but are not limited to:

• Competing technologies and competitors' product launches and announcements, which may be cheaper than or offer better functionality or stronger features than our technologies and products;

• Demand for AI training;

• Reductions in end demand resulting from changes in the macroeconomic environment and business and economic conditions;

• Rapidly changing technology or customer requirements;

• The introduction and transition of new products leading to reduced demand for existing products;

• New or unexpected end-use cases;

• Business decisions made by third parties, such as developers utilizing our solutions to create applications; and

• Demand for intelligent computing solutions, in particular GPGPU solutions.

If we underestimate customer demand for our products, our manufacturing partners may not have sufficient lead time or capacity to increase production accordingly, which may result in our inability to obtain sufficient inventory to fulfill orders in a timely manner. Even if we are able to increase production levels to meet customer demand, we may be unable to do so in a cost-effective manner or in a timely

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Risk Factors

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RISK FACTORS

RISK FACTORS

shares, nor should it prohibit U.S. persons from knowingly directing non-U.S. persons to make passive investments in publicly traded securities of our Company. For further details, please refer to "Regulatory Overview — U.S. Outbound Investment." However, as advised by our legal counsel on U.S. sanctions and export control laws, Jacobson Burton Kelley PLLC ("JBK"), if U.S. persons have not yet repurchased and purchased shares from the stock exchange in the Global Offering through public market purchases, such U.S. persons will not be permitted to participate in purchasing such shares.

On February 21, 2025, U.S. President Trump issued a memorandum entitled "America First Investment Policy," outlining a series of measures intended to incentivize investment by U.S. allies and partners while restricting investments involving companies in certain other countries, including China. Among other things, this policy signals the possible future expansion of the industries covered by the U.S. Outbound Investment Regulations, and that existing exceptions may be narrowed. Any additional restrictions implemented pursuant to this policy may further heighten uncertainty surrounding cross-border cooperation, investment, and financing opportunities for Chinese issuers, including ourselves.

Furthermore, other U.S. executive actions or legislation may amend the Outbound Investment Regulations, which could include changes to the scope of activities and technologies applicable to prohibited transactions. The Outbound Investment Regulations may also further restrict our ability to raise capital and invest in certain companies, which could have an adverse effect on our business, financial condition, and prospects.

The relevant U.S. laws and regulations governing outbound investment may change frequently, and their interpretation and enforcement involve significant uncertainties, which may be exacerbated by political and/or other factors beyond our control. Should such events occur, they may also result in negative publicity, require substantial time and effort from management, and subject us to fines, penalties, or orders to cease or modify existing business practices. Any such events could have a material adverse effect on our business, financial condition, or operating results.

Since October 17, 2023, the BIS has added certain entities within our Group to the Entity List, restricting their ability to purchase or otherwise obtain certain commodities, software, and technology.

The BIS maintains an Entity List, which identifies non-U.S. persons, companies, research institutions, government bodies, and private organizations (the "Entity List") that are subject to additional licensing requirements (and generally a denial policy) when exporting, re-exporting, or conducting in-country transfers of items subject to the Export Administration Regulations.

Since October 17, 2023, the BIS has added certain entities within our Group to the Entity List (the "BIS Listing Event"), specifically including Beijing Biren Technology Development Co., Ltd. (北京壁仞科技開發有限公司), Guangzhou Biren Intelligent Technology Co., Ltd. (廣州壁仞智能科技有限公司), Hangzhou Biren Technology Development Co., Ltd. (杭州壁仞科技開發有限公司), Shanghai Biren Information Technology Co., Ltd. (上海壁仞信息科技有限公司), Guangzhou Biren Semiconductor Technology Co., Ltd. (廣州壁仞半導體科技有限公司), Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司), Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之礫企業發展有限公司), and Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成電路有限公司) (collectively

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Risk Factors

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RISK FACTORS

referred to as "Listed Entities"). Accordingly, Listed Entities (as opposed to legally distinct entities, such as subsidiaries or affiliates of Listed Entities) may not purchase, acquire, or otherwise obtain any items subject to export control regulations without obtaining a license from BIS. For further information, please refer to "Regulatory Overview – U.S. Export Control Laws and Regulations." For a detailed analysis of the Entity List designation, please refer to "Business – Applicable U.S. Laws and Regulations."

In December 2023, following the BIS Listing Incident, we revised our trade control compliance program and related policies to address and mitigate risks associated with U.S. export controls. For further details, please refer to "Business – Applicable U.S. Laws and Regulations." However, there is no guarantee that our export control compliance measures or programs will be strictly observed and implemented, or that the implementation of such export control compliance measures or programs will be sufficient to resolve issues relating to export control regulations. Failure to comply with export control regulations may result in investigations and fines, and may have a negative impact on our relationships with suppliers, which could in turn have a negative impact on our business operations.

The BIS Listing Incident may adversely affect our reputation with U.S. regulatory authorities, commercial institutions, and banking institutions. We believe that certain business partners (particularly those located in the United States or having significant exposure to the United States) may, for various reasons, decline to engage in certain business with us, including reasons such as over-compliance, misunderstanding of the legal implications of the BIS Listing Incident (which do not apply to financial transactions), inability to determine whether the items being sold are subject to U.S. law, de-risking (particularly among Western financial institutions), and reputational considerations. As of the Latest Practicable Date, none of our investors or customers have withdrawn their investments or ceased their business dealings with us as a result of the BIS Listing Incident, nor have any of them notified us in writing or otherwise of any intention to do so.

Our relationships with suppliers may change in the future, and there is no guarantee that we will continue to be able to obtain all items necessary for our business. Furthermore, as technology continues to advance, third parties may offer new technologies or products that could enhance our technological infrastructure, products, or solutions. If any products or technologies currently used by us become subject to export control regulations, or if any such new technologies or products are subject to export control regulations, and the Listed Entities remain on the Entity List at that time, the Listed Entities would be unable to obtain such products unless an exporter obtains a license from BIS (which is unlikely, as license applications for most Entity List designees are typically denied).

There is no guarantee that the Listed Entities will be able to identify alternative supply chain arrangements in the future to obtain similar technologies or products of equivalent quality at comparable costs, and we may face increased supplier scrutiny as a result of being placed on the Entity List.

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Risk Factors

▶

• Failure to secure sufficient capacity for the manufacturing, assembly and packaging of products;

• Loss of a supplier and the resulting additional costs and/or production delays or the need to find alternative suppliers;

• Lack of direct control over product quantity, quality and delivery schedules;

• Suppliers or their suppliers being unqualified or unable to provide high-quality products and services and/or making changes to their products or services;

• Product shipment delays, shortages, deterioration in product quality and/or increased costs in circumstances where third-party suppliers prioritize the orders of competitors or other customers over our orders;

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Risk Factors

▶

RISK FACTORS

•

Orders placed cannot be cancelled in response to changes in demand, or require advance payment for supplies;

•

Design flaws in our products or errors in the proprietary process technology of our foundries resulting in low manufacturing yields;

•

Changes in laws and/or regulations (including any international trade policies, geopolitical and trade protectionist measures) that disrupt our business relationships with third-party suppliers — please refer to "— Risks Relating to Our Business and Industry — We are subject to risks relating to international trade policies, geopolitical and trade protectionist measures, and our business, financial condition and results of operations may be adversely affected thereby" and "— Risks Relating to Our Business and Industry — With effect from October 17, 2023, BIS added certain entities of our Group to the Entity List, restricting their ability to purchase or otherwise obtain certain commodities, software and technology"; and

•

Disruptions to manufacturing, assembly and other processes due to factory shutdowns related to natural disasters and other events.

Brand is essential to success. If we are unable to effectively maintain, promote and enhance our brand, our business and competitive advantage may be harmed.

We believe that maintaining, promoting and enhancing our brand is critical to the successful commercialization of our business and products. Maintaining and enhancing our brand depends largely on our ability to continue providing high-quality, well-designed, practical, reliable and innovative products and solutions, and we cannot assure you that we will be able to do so successfully.

We believe that as market competition intensifies, the importance of brand recognition will become increasingly prominent. In addition to our ability to offer reliable and practical products and solutions at competitive prices, the successful promotion of our brand will also depend on the effectiveness of our marketing efforts. We expect to market our products through our direct sales team, our partners and customer referrals. We anticipate that brand marketing efforts will generate substantial costs and expenses. However, we cannot assure you that sales and marketing expenditures will result in revenue growth, and even if revenue does grow, the increase may not be sufficient to offset the expenses incurred.

Defects in our products may cause us to incur significant expenditures in taking remedial measures, which in turn could harm our reputation and damage our business prospects.

The products and solutions we provide are highly complex and may in the future contain defects or safety hazards, or may malfunction or underperform due to any issues in design, manufacturing, packaging, materials and/or application. For example, defects in our intelligent computing solutions or their failure to perform to specifications could cause significant harm to users.

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Risk Factors

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As of the Latest Practicable Date, we have obtained all necessary licenses that are material to the operation of our business in China and have completed all necessary filings with the competent government authorities. However, we cannot assure you that we will be able to successfully renew or extend the licenses required for our business in a timely manner, or that we have obtained and maintained sufficient licenses, approvals, filings and registrations to conduct all of our current or future business activities. For example, technology import contracts must be registered with the competent authorities, but we have not completed contractual registration with the competent authorities for a total of seven agreements entered into with overseas licensors for the licensing and importation of technology from them. Pursuant to the Regulations of the People's Republic of China on the Administration of Import and Export of Technologies, our PRC legal advisers are of the view that the failure to register the aforementioned seven license agreements will not result in us being subject to any monetary administrative penalties. However, without completing contractual registration, we may be unable to complete certain foreign exchange, banking, tax or customs procedures related to the license agreements with the relevant authorities (if such authorities require contractual registration as a prerequisite for processing such procedures). Given that we have not encountered any obstacles in completing such procedures during the Track Record Period, and that as of the Latest Practicable Date we have not been subject to any fines or penalties as a result of the failure to register, such failure to complete contractual registration has had no material adverse effect on the Company's business operations. Furthermore, with respect to contracts currently in effect as of the Latest Practicable Date for the licensing and importation of technology from overseas licensors, we have completed contractual registration with the competent authorities and will complete contractual registration for our future technology contracts in accordance with applicable laws and regulations. In addition, laws and regulations in mainland China are based on written statutes, similar to other civil law jurisdictions, and the interpretation and enforcement of such statutes may change in response to rapid economic, political and social developments. There is no guarantee that we will be able to comply with new rules and regulations that may be relevant to our business activities. If we fail to obtain or maintain any necessary licenses, approvals, filings or registrations required by the regulatory environment applicable to our business, we may be subject to various penalties, such as confiscation of revenue generated from the affected business activities, imposition of fines, and termination or restriction of our operations. We may also be required to take actions that are time-consuming or costly in order to obtain and maintain such necessary licenses, approvals, filings and registrations. Any such penalties and burdens may disrupt our business operations and have a material adverse effect on our business, financial condition and results of operations.

Our limited insurance coverage may expose us to substantial costs and business interruptions.

We have purchased patent liability insurance, trademark insurance, and property insurance for certain renovation works and furniture as well as machinery and equipment. In line with general market practice, as of the Latest Practicable Date, we have not purchased key person insurance, which is not mandatory under PRC law. Our current insurance coverage may be insufficient to protect us against any losses, and there is no certainty that we will be able to successfully make claims under our existing policies in a timely manner, or at all. If we incur any losses that are not covered by our insurance policies, or if the compensation amounts are significantly lower than our actual losses, our business, financial condition and results of operations may be materially and adversely affected. Should such risks materialize, we may also suffer significant losses as a result of our lack of insurance coverage.

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Risk Factors

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RISK FACTORS

We face risks related to natural disasters, epidemics, and other infectious disease outbreaks.

Our business may be adversely affected by natural disasters or epidemic outbreaks. The COVID-19 outbreak did not cause any material adverse impact on us; however, any future natural disasters, infectious disease outbreaks, or other adverse public health conditions in any market where we currently operate or plan to operate in the future may disrupt our network infrastructure or information technology systems, or affect the productivity of our employees, thereby seriously disrupting our business operations and consequently having an adverse effect on our financial condition and operating results.

Non-compliance with Chinese regulations regarding social insurance contributions or housing provident fund contributions may expose us to fines and other legal or administrative penalties.

Companies operating in mainland China are required to participate in several government-sponsored employee benefit plans, including certain social insurance, housing provident fund, and other welfare payment obligations, and must contribute to such plans at certain percentages of wages (including bonuses and allowances), subject to a cap on the contribution amount as prescribed from time to time by the local government of the place where we conduct our business operations. During the track record period and up to the Latest Practicable Date, we did not make social insurance contributions for certain foreign employees and residents of Hong Kong and Taiwan in accordance with the relevant PRC laws and regulations. As of December 31, 2022, December 31, 2023, December 31, 2024, and June 30, 2025, we recorded provisions of RMB 2.7 million, RMB 5.2 million, RMB 6.2 million, and RMB 5.0 million, respectively, in respect of such shortfalls. On July 31, 2025, the Supreme People's Court of the People's Republic of China promulgated the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Labor Dispute Cases (II) (the "Interpretation II"), which came into effect on September 1, 2025. Pursuant to Interpretation II, both employers and employees have a statutory obligation to participate in social insurance. Any arrangement whereby a party does not participate in social insurance, whether by unilateral undertaking or bilateral agreement, shall be invalid. Furthermore, Interpretation II expressly provides that where an employee terminates a labor contract on the grounds that the employer has failed to contribute to social insurance in accordance with the law and claims economic compensation from the employer, the people's court shall support such claim. Interpretation II does not impose any additional requirements on us with respect to shortfalls in social insurance or housing provident fund contributions. As of the Latest Practicable Date, the relevant regulatory authorities have not taken any administrative action or imposed any penalties in respect of our social insurance contributions, nor have we received any order requiring us to make up any outstanding amounts. Furthermore, as of the Latest Practicable Date, we are not aware of any complaints filed by employees in connection with our social insurance contribution practices. However, we cannot assure you that the competent authorities will not require us to make up any outstanding social insurance contributions or pay any related late fees or fines to rectify any non-compliance, which may in turn have an adverse effect on our business, financial condition, and operating results. Under the relevant PRC laws and regulations, the relevant PRC authorities may require an employer that has failed to fulfill the above obligations to pay the outstanding social insurance contributions within a prescribed period, and may impose a late fee of 0.05% of the outstanding contribution amount for each day of delay. If the employer

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Risk Factors

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RISK FACTORS

If the relevant amounts remain unpaid, a fine of one to three times the amount of the outstanding contributions may be imposed. For failure to make housing provident fund contributions in full as required, the housing provident fund management center in mainland China may require payment of the outstanding amounts within a prescribed time limit. If payment is still not made within the prescribed time limit, an application may be made to a Chinese court for compulsory enforcement.

As the laws and regulations in China regarding participation in and contributions to employee benefit plans continue to evolve, we cannot assure you that making housing provident fund contributions for foreign employees and residents of Hong Kong, Macau and Taiwan will not become a mandatory obligation for employers operating businesses in mainland China in the future. As a result, we may be required to provide additional compensation to certain employees, and our business, financial condition and results of operations may be adversely affected.

Climate change may have long-term impacts on our business.

Climate change may have increasingly adverse effects on our business and on the businesses of our customers, partners and suppliers. A reliable supply of water and energy in the communities where we operate is critical, and certain of our facilities may be susceptible to extreme weather events. Climate change affects our global supply chain and key infrastructure, and may exacerbate political instability in the regions where we, our customers, partners and suppliers operate, thereby disrupting our business, causing us to lose personnel, incur losses and bear costs to maintain or restore operations.

Our business and the businesses of our suppliers and customers may also be subject to climate-related laws, regulations and litigation. Regulations such as carbon taxes, fuel taxes or energy taxes and pollution restrictions may result in increased direct costs, including costs associated with changes to manufacturing processes or procurement of raw materials used in manufacturing processes, increased capital expenditure to improve facilities and equipment, and higher compliance and energy costs to reduce emissions, while the passing on of additional compliance costs to us by customers, suppliers or both may also result in increased indirect costs. Such costs and restrictions may increase our expenses or require us to change our operations and product design activities, thereby harming our business and results of operations. Stakeholder groups may consider our response to the impact of climate change to be inadequate, and we may consequently face litigation or reputational damage. We may also become involved in contractual disputes arising from supply chain delays caused by climate change-related business disruptions, which could result in litigation and increased costs.

We also face risks related to business trends that may be affected by climate change concerns. Although our GPU products are designed and operated with energy efficiency in mind, demand for such computationally powerful but energy-intensive products may decrease and/or consumers' or customers' expectations regarding the energy efficiency of our products may increase, which could have a negative impact on our business.

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RISK FACTORS

Risks Related to Our Intellectual Property

If we are unable to obtain and maintain patent and other intellectual property protection for our technologies or products, or if the scope of the intellectual property protection obtained is not sufficiently broad, third parties may develop and commercialize products and technologies similar or identical to ours and compete directly with us, and our ability to successfully commercialize any products or technologies may be adversely affected.

We seek to protect technologies that we consider commercially important by filing patent applications in China and other jurisdictions, by relying on patents or trade secrets, or by employing all of these methods. For further information regarding our patent portfolio, please refer to "Business — Intellectual Property." If we or our licensors are unable to obtain and maintain patent and other intellectual property protection for our technologies, our business, financial condition, results of operations and prospects may be materially harmed. The patent prosecution process is expensive, time-consuming and complex, and we may not be able to file, prosecute, maintain, defend, enforce or license all necessary or appropriate patents in all relevant jurisdictions at a reasonable cost or in a timely manner. Furthermore, the laws of some countries do not protect intellectual property rights to the same extent as the laws of other countries, and our ability to protect our intellectual property rights varies by jurisdiction. As a result, we may not be able to prevent competitors or other third parties from developing and commercializing competing products and technologies in all of the aforementioned fields and jurisdictions.

We may also be unable to identify patentable aspects of our research and development output in a timely manner, and thus fail to obtain patent protection for such aspects. Although we enter into non-disclosure and confidentiality agreements with parties who have access to confidential or potentially patentable aspects of our research and development output — such as employees, partners, external scientific collaborators and contract manufacturers — any such party may breach these agreements and disclose such output prior to the filing of a patent application, thereby impairing our ability to obtain patent protection. In addition, publications of discoveries in the scientific literature often lag behind actual discoveries. Consequently, we cannot be certain that we were the first to make the inventions claimed in our patents or pending patent applications, or that we were the first to file applications for patent protection of such inventions.

Furthermore, the scope of the intellectual property rights we obtain may, for various reasons, be insufficiently broad, which may permit third parties to develop and commercialize products and technologies similar or identical to ours, compete directly with us, and adversely affect our ability to successfully commercialize our products or technologies. For example, the scope of protection claimed in a patent application may be substantially narrowed before the patent is granted, and the scope may be reinterpreted after grant. If the patent applications we currently hold are granted as patents in the future, they may not be granted in a form that provides us with any meaningful protection, prevents competitors or other third parties from competing with us, or otherwise affords us any competitive advantage. In addition, any patents we hold or are licensed under may be challenged, narrowed, circumvented or declared invalid by third parties.

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RISK FACTORS

In addition to patented technology, we also rely on our non-patented proprietary technology, trade secrets, processes and know-how.

In addition to patented technology, we also rely on our non-patented proprietary technology, trade secrets, processes and know-how. Although we employ various methods (including entering into confidentiality agreements with employees, consultants, marketing partners and contract manufacturers) to protect our non-patented proprietary technology, trade secrets, processes and know-how, we cannot guarantee that we will be able to maintain the confidentiality of any such non-patented proprietary technology, trade secrets, processes and know-how, or that others will not independently develop substantially equivalent technology, trade secrets, processes and proprietary technology. Failure or inability to protect such non-patented proprietary technology, trade secrets, processes and know-how may have a material adverse effect on our operating results. Furthermore, there is no guarantee that products using such non-patented proprietary technology, trade secrets, processes and know-how will not infringe the rights of others. If disputes arise in such circumstances and we are required to defend against any relevant infringement claims, we may be forced to expend significant resources.

We may face intellectual property infringement claims, the defense of which may be time-consuming or costly, and which may result in negative publicity and divert our financial and management resources.

We cannot be certain that any aspect of our operations or business does not or will not infringe or otherwise violate intellectual property rights held by third parties. We may from time to time face infringement claims. We cannot assure you that patent holders (if any) allegedly relating to aspects of our technology infrastructure or business will not seek to assert such patents against us in China or any other jurisdiction. In addition, the application and interpretation of Chinese patent law and the procedures and standards for granting patents in China continue to evolve, and we cannot assure you that Chinese courts or regulatory authorities will agree with our analysis. If we are found to have infringed the intellectual property rights of others, we may be held liable for such infringement or be prohibited from using such intellectual property rights, and we may incur licensing fees or be forced to develop alternatives on our own. Defending against such allegations and claims of infringement or licensing is costly and time-consuming, and may divert management's time and other business and operational resources, and we cannot predict the outcome of such claims and litigation. If judgments, fines or settlements involving the payment of significant amounts occur, or if injunctions are issued against us, this may result in significant monetary liability and may seriously disrupt our business and operations by restricting or prohibiting our use of the relevant intellectual property rights. We may be required to redesign or cease selling the products or solutions involved, and our business, financial condition and operating results may be materially and adversely affected.

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Confidentiality agreements and non-compete agreements entered into with employees and other third parties may not be sufficient to prevent the disclosure of trade secrets and other proprietary information.

We have invested substantial resources in developing our technology and expertise. Although we enter into employment agreements with our employees containing confidentiality, non-compete, and intellectual property ownership provisions, we cannot assure you that such agreements will not be breached, that we will be able to take adequate remedial measures against any breach in a timely manner, or that remedial measures will be available at all, or that third parties will not otherwise become aware of our proprietary technologies, know-how, or other intellectual property. We may employ individuals who have previously worked for our competitors. There is no guarantee that such employees will not use their former employers' proprietary technologies or trade secrets in the course of working for us. In addition, other parties may independently discover trade secrets and proprietary knowledge, limiting our ability to assert any proprietary rights against such parties. Enforcing or determining the scope of our proprietary rights may require expensive and time-consuming litigation, and failure to obtain or maintain trade secret protection could have an adverse effect on our competitive position, business, financial condition, and results of operations.

Our ability to design and launch new products and solutions in a timely manner may depend on our use of third-party intellectual property or shared intellectual property.

In designing and developing our products and solutions, or certain features thereof, we occasionally rely on third-party intellectual property. We cannot be certain that the third-party intellectual property available to us will always be sufficient to meet our design requirements or the demands of our customers regarding the features and functions of our products and solutions. We may be unable to independently develop or acquire alternative intellectual property in a timely manner, or at all. If we are unable to obtain third-party intellectual property with features, performance, manufacturing technology, or pricing that meets our design requirements or customer needs in a timely manner, or if regulatory changes restrict our use of third-party intellectual property in certain products or in certain regions, our business could be materially and adversely affected.

Our use of open-source technology may limit our business operations.

Our BIRENSUPA supports open-source deep learning frameworks, and we use open-source software in some of our solutions. We expect to continue using open-source software in our business operations in the future. Although we monitor our use of open-source software to avoid our software being subject to terms by which we do not intend to be bound, we may face claims by other parties asserting ownership of open-source licenses or seeking to enforce the terms of open-source licenses, including requirements to release open-source software, derivative works, or proprietary source code developed using such software. Such claims may also result in litigation. The terms of many open-source licenses have not yet been interpreted by the courts. We face the risk that the interpretation of such licenses may impose unexpected conditions or restrictions on our ability to commercialize our products and solutions. In such circumstances, we may be required to

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Continuing to commercialize and offer our solutions may require us to seek licenses from third parties, make our proprietary code generally available in source code form, redesign our solutions, or cease selling our solutions if redesign is not accomplished in a timely manner, any of which could adversely affect our operating results.

The use of open-source software exposes us to a number of additional risks and challenges. Open-source software can be further developed or modified by any person. Others may develop software that competes with ours or renders our software no longer useful. Competitors may also use open-source software to develop their own solutions, which could reduce demand for our solutions. If we are unable to successfully address these challenges, our business and operating results may be adversely affected, and our development costs may increase.

We have collaborated with certain partners on joint research and development projects and other initiatives, and may in the future form or seek collaborations, strategic alliances, or enter into licensing arrangements. We may not benefit from such collaborations, alliances, or licensing arrangements, and disputes may arise between us and our partners that could harm our business.

As part of our commercialization efforts, we have previously entered into certain strategic cooperation agreements and may continue to seek and establish strategic alliances, joint ventures, or other collaborations in the future, including licensing agreements with third parties whose work we believe will complement or enhance the research, development, and commercialization of any products we may develop in the future. Such relationships may cause us to incur non-recurring and other charges, increase our near- and long-term expenditures, or result in the issuance of securities that would dilute the equity interests of our existing shareholders. If such relationships are terminated, our business and prospects could be adversely affected.

Our strategic collaborations with partners involve a number of risks. For example, if we fail to demonstrate commercially reasonable efforts in the research, development, manufacturing, and commercialization of products, or fail to commit the agreed funding stipulated under certain joint laboratory establishment agreements, our partners may terminate their collaborative arrangements with us. We may not own any technological developments arising from collaborative research and development and/or any improvements made by our partners, or may be required to share the intellectual property rights thereto. In addition, we may not achieve the anticipated revenue and cost synergies from such collaborations. These synergies are inherently uncertain and are subject to significant business, economic, and competitive uncertainties and contingencies, many of which are difficult to predict and are beyond our control. Even if we achieve the anticipated benefits, we may not be able to realize them within the expected timeframe or have them reflected in our financial statements. Furthermore, the synergies from our collaborations with partners may be offset by other costs arising from such collaborations, increases in other expenses, operating losses, or other business issues unrelated to our collaborations. Accordingly, there is no assurance that such synergies will be realized. Disputes may arise between us and our partners. Such disputes could result in delays or termination of product development or commercialization, or could lead to costly litigation or arbitration proceedings, thereby diverting the attention and resources of management.

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We face intense competition in seeking suitable strategic partners, and the negotiation process is time-consuming and complex. Furthermore, as our products may be regarded as being in the early stages of development, and third parties may consider that our products do not have the necessary potential to demonstrate their safety, efficacy or commercial viability, we may not be able to successfully establish strategic partnerships or other alternative arrangements for our products. If and when we collaborate with third parties to develop and commercialize products, we may relinquish some or all control over the future success of such products to those third parties.

The global market is an important component of our growth strategy. If we fail to obtain licenses or enter into collaborative arrangements with third parties in other markets, or if our third-party collaborators are unsuccessful, our potential for revenue growth will be adversely affected.

Risks Related to Our Financial Condition and Need for Additional Capital

We have incurred significant losses and net cash outflows from operations since our inception, and we may not achieve or thereafter sustain profitability in the near term.

Since our inception, we have incurred operating losses and net losses. For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and June 30, 2025, our operating losses were RMB1,133.8 million, RMB1,145.4 million, RMB835.1 million, RMB479.9 million and RMB592.3 million, respectively. For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and June 30, 2025, our net losses were RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1 million, RMB888.3 million and RMB1,600.5 million, respectively. We also incurred net cash outflows from operations. For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and June 30, 2025, our net cash outflows from operations were RMB1,183.6 million, RMB847.1 million, RMB1,009.2 million, RMB347.2 million and RMB1,073.3 million, respectively.

During the track record period, the substantial majority of our net losses were attributable to the costs and expenses incurred in connection with our research and development activities, which significantly exceeded the revenues recognized by us during the same period. Our ability to generate revenue and achieve profitability depends to a large extent on our ability to successfully commercialize our products and solutions, and we may not be able to achieve commercialization in a timely manner, or at all.

We expect to continue to incur net losses for the foreseeable future, and such net losses may increase as we conduct certain activities, including but not limited to the following:

• Efforts to commercialize the products and solutions in our pipeline, such as establishing a sales network;

• Seeking to develop additional products and solutions to further expand our product pipeline;

• Developing, maintaining, expanding and protecting our intellectual property portfolio;

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• Attracting and retaining technical personnel and talent; and

•

Incurring additional legal, accounting, investor relations, insurance and other expenses associated with operating as a listed company.

Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our net losses have had, and will continue to have, an adverse effect on our working capital and shareholders' equity. Our failure to achieve and maintain profitability may affect the perception of our potential value and may impair our ability to raise additional funds, expand our business or continue operations.

We have previously recorded net liabilities and net current liabilities positions, and may not be able to achieve a net asset position or maintain a net current asset position in the future.

As of December 31, 2022, 2023, and 2024, and June 30, 2025, we recorded net liabilities of RMB4,306.4 million, RMB5,969.9 million, RMB7,424.2 million, and RMB8,997.7 million, respectively. As of June 30, 2025, we recorded net current liabilities of RMB9,548.0 million. Although upon completion of the Global Offering, the redemption liabilities will no longer be classified as liabilities and will be automatically converted into equity of our Company, which would cause our net liabilities position to turn into a net asset position, there is no guarantee that we will not record net liabilities in the future. Recording significant net liabilities or net current liabilities may limit our operational flexibility and adversely affect our ability to expand our business. If we do not generate sufficient operating cash flows to meet our current and future liquidity needs, we may need to rely on additional external debt financing. If adequate funding is not available (whether on terms satisfactory to us or at all), we may be forced to delay or abandon our growth plans, and our business, financial condition and results of operations may be materially and adversely affected.

We expect to incur significant research and development expenditures and capital expenditures in connection with our business operations, research and development, and expansion plans, which may have an adverse effect on our short-term cash flows, liquidity and profitability.

Our research and development expenditures for the years 2022, 2023 and 2024, and for the six months ended June 30, 2024 and June 30, 2025, were RMB1,018.8 million, RMB825.4 million, RMB845.0 million, RMB397.4 million and RMB590.2 million, respectively. During the track record period, the fluctuation in our research and development expenditures was primarily attributable to the advancement of the development stages of our products. As we believe that research and development capabilities will be a key driver of our long-term competitiveness and business prospects, we expect to continue to incur significant expenditures on research and development. Please refer to "Financial Information — Research and Development Expenditures and Total Operating Expenses." Our capital expenditures for the years 2022, 2023 and 2024, and for the six months ended June 30, 2024 and June 30, 2025, were RMB271.6 million, RMB158.8 million,

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Our investments may not achieve the expected success or generate the expected benefits. Such significant research and development expenditures and capital expenditures carry inherent risks and may have a material impact on our profitability. Even if we achieve the objectives of such investments, our short-term cash flows and liquidity may still be adversely affected. Although we intend to explore alternative arrangements to reduce the capital intensity of future expansion, there is no guarantee that such efforts will be successful.

We may not be able to obtain additional capital on favorable terms when needed, or may not be able to obtain additional capital at all.

A substantial portion of our operating expenses is used for research and development activities. Our capital requirements will be affected by a number of factors, including but not limited to:

• Technological advances;

• Market acceptance of our products and solutions and improvements to our products and solutions, as well as the overall sales volume of our products and solutions;

• Research and development expenditures;

• Relationships with customers and suppliers;

• Our ability to control costs;

Our intangible assets primarily comprise (i) IP licenses, (ii) EDA tools and (iii) purchased computer software. As of December 31, 2022, December 31, 2023, December 31, 2024 and June 30, 2025, our intangible assets amounted to RMB197.5 million, RMB65.5 million, RMB84.4 million and RMB107.2 million, respectively. As of December 31, 2023, we recorded an impairment loss on intangible assets of RMB40.3 million. Intangible assets with indefinite useful lives are not amortized but are tested for impairment annually, and more frequently if events occur or circumstances change indicating that they may be impaired. If the carrying value of our intangible assets is considered to exceed their recoverable amounts and is accordingly determined to be impaired in the future, we will be required to write down the carrying value or record a provision for impairment losses on such intangible assets in our financial statements during the period in which such impairment of intangible assets is determined. For further details, please refer to Note 45.4 of the Accountants' Report in Appendix I to this prospectus. Impairment losses on intangible assets may adversely affect our operating results and financial condition.

Risks Relating to Conducting Business in the Jurisdictions in Which We Operate

Changes in economic, political and social conditions may affect our business and prospects.

During the track record period, all of our revenue was derived from our operations in China. Accordingly, our business, financial condition, operating results and prospects depend to a significant extent on the economic, political and social conditions in China. If the business environment in China deteriorates, our business operations in China may also be affected.

The legal system is continually evolving, and the interpretation and implementation of laws, rules and regulations, as commonly found in civil law systems, may affect our business and hinder our ability to continue operations.

The legal system of mainland China is a civil law system based on written statutes. The overall effect of legislation over the past forty years has significantly enhanced the protection for various forms of foreign investment in mainland China. However, the legal system of mainland China is still evolving, and the laws, regulations and their interpretation and implementation governing our commercial activities may change in the future, as is the case with other civil law systems. If we fail to adapt to changes in the regulatory environment of the jurisdictions in which we operate,

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may have a material adverse effect on our business and impede our ability to continue operations, and may further affect the legal remedies and protections available to investors, which could adversely affect the value of your investment.

Chinese laws and regulations relating to our industry are developing and evolving. Although we have taken measures to comply with the laws and regulations applicable to our business operations and to avoid any non-compliant activities under applicable laws and regulations, new laws and regulations governing our industry may be promulgated in the future in response to changing economic and other circumstances. We cannot assure you that our customary practices will not be deemed to be in violation of any new Chinese laws or regulations relating to our industry. Furthermore, the development of our industry may lead to changes in Chinese laws, regulations and policies, or updates to the interpretation and application of existing laws, regulations and policies, and we cannot assure you that such updates and changes to these laws, regulations and policies will not have an adverse effect on our business and operations.

The continuing development of Chinese laws and regulations relating to foreign investment may affect our business and operating results.

Chinese laws governing foreign investment include the Foreign Investment Law of the People's Republic of China (or the PRC Foreign Investment Law), which came into effect on January 1, 2020, and the Regulations for the Implementation of the Foreign Investment Law of the People's Republic of China (or the Implementation Regulations), which also came into effect on January 1, 2020. The PRC Foreign Investment Law provides that foreign investment shall be conducted in accordance with the "Negative List" issued or approved for issuance by the State Council. The Special Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition) (the "Negative List") issued by the National Development and Reform Commission and the Ministry of Commerce sets out in a unified manner restrictions on foreign investment access with respect to equity interests, senior management personnel and other matters, as well as industries in which foreign investment is prohibited. The Negative List covers 11 industries, and sectors not covered by the Negative List shall be administered in accordance with the principle of equal treatment of domestic and foreign investment. As of the Latest Practicable Date, our principal business operations in China have not been included in the Negative List. However, certain industries are expressly prohibited from foreign investment, which may restrict our ability to subsequently enter into such industries. In addition, as the Negative List may be updated in the future in response to rapid developments in economic, political and social conditions, we cannot assure you that the Chinese government will not include some of our business operations in China in the Negative List. If we are unable to obtain approval from the relevant authorities to engage in business in China that is prohibited or restricted to foreign investors, we may be required to divest or restructure our businesses that are subject to such restrictions or prohibitions on foreign investment. If we fail in the future to adjust our corporate structure or business lines to comply with newly promulgated laws and regulations relating to foreign investment, our business, financial condition and operating results may be adversely affected.

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Exchange rate fluctuations may result in foreign exchange losses.

The value of Renminbi against Hong Kong dollars, US dollars and other currencies fluctuates in accordance with policies formulated from time to time, based on rates set by the People's Bank of China, and is subject to factors including changes in global and geopolitical economic conditions, supply and demand in the currency markets, and domestic and international economic and political developments. It is difficult for us to predict what effect future external factors relating to the market or policies may have on the exchange rate of Renminbi against Hong Kong dollars, US dollars or other currencies.

The proceeds from the Global Offering will be received in Hong Kong dollars. Therefore, any appreciation of Renminbi against Hong Kong dollars may result in a decrease in the amount of our Global Offering proceeds. Conversely, any depreciation of Renminbi may adversely affect the value of, and dividends payable on, our shares denominated in foreign currencies. Furthermore, the instruments available to us to reduce foreign exchange risk at a reasonable cost are limited. All such global and geopolitical, economic factors may have a material adverse effect on our business, financial condition, operating results and prospects, and may reduce the value of, and dividends payable on, our shares denominated in foreign currencies.

Laws and regulations relating to currency conversion and the remittance of Renminbi into and out of China may affect our ability to utilise our revenues and may affect the value of your investment.

The Chinese government has promulgated laws and regulations governing the conversion of Renminbi into foreign currencies and, in certain circumstances, the remittance of Renminbi into and out of China. The vast majority of our revenues are denominated in Renminbi, and under the current foreign exchange regulations in China, Renminbi is not yet fully freely convertible. A portion of our revenues may be converted into other currencies to meet any foreign currency requirements or financing needs we may have. For example, we need to obtain foreign currencies to pay declared dividends (if any) on our H Shares. In addition, we are currently required to obtain approval from the State Administration of Foreign Exchange (SAFE) or its local branches before converting large amounts of foreign currency into Renminbi. If the foreign exchange control regime makes it difficult for us to obtain sufficient foreign currencies to meet our foreign currency requirements, we may be unable to pay dividends or make other payments in foreign currencies.

Under the current foreign exchange regulations in China, payments under current account items (including profit distributions, interest payments and trade and service-related foreign exchange transactions) may be made in foreign currencies subject to compliance with certain procedural requirements, without prior approval from SAFE. However, the conversion of Renminbi into foreign currencies and remittance out of China for the purpose of capital expenditure payments (such as repayment of loans denominated in foreign currencies) requires approval from, or registration with, the relevant government authorities. Failure to comply with the applicable foreign exchange regulations may expose us to administrative penalties or even criminal sanctions, which may have a material adverse effect on

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the value of your investment.

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On 14 July 2006, the Supreme People's Court of China and the Government of the Hong Kong Special Administrative Region entered into the "Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements between Parties Concerned" (the "Arrangement"). Pursuant to the Arrangement, where any designated Mainland Chinese court or any designated Hong Kong court has made an enforceable final judgment requiring payment of money in a civil or commercial matter with a written jurisdiction agreement, the parties may apply to the relevant Mainland Chinese court or Hong Kong court for recognition and enforcement of the judgment. On 18 January 2019, the Supreme People's Court and the Government of the Hong Kong Special Administrative Region entered into the "Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region" (the "New Arrangement"), which aims to establish a more transparent and definitive mechanism for the reciprocal recognition and enforcement of a wider range of civil and commercial judgments between Mainland China and Hong Kong. The New Arrangement removed the requirement for a mutual recognition and enforcement jurisdiction agreement. The Arrangement was superseded upon the New Arrangement coming into effect on 29 January 2024.

Pursuant to the New Arrangement, any party may apply to the relevant Mainland Chinese court or Hong Kong court for recognition and enforcement of a civil or commercial judgment that has taken effect, subject to the conditions set out in the New Arrangement. Notwithstanding the signing of the New Arrangement, the outcome and effectiveness of any proceedings brought under the New Arrangement will be further determined by Chinese courts in accordance with Chinese law (including the Civil Procedure Law of China).

Risks Relating to the Global Offering

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

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

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The trading price of our H Shares may be volatile, which could cause you to suffer significant losses.

The trading price of our H Shares may be volatile and could fluctuate significantly due to factors beyond our control, including overall market conditions in the securities markets of Hong Kong, mainland China, the United States and worldwide. In particular, the performance and price volatility of securities of other companies whose principal business operations are located in mainland China and whose securities are listed in Hong Kong may affect the price and trading volume of our H Shares. Many mainland Chinese companies have listed, or are preparing to list, their securities in Hong Kong. The share prices of some of these companies have fluctuated significantly, including sharp price declines following their initial public offerings. The trading performance of the securities of such companies at the time of or after their offerings may affect overall investor sentiment towards mainland Chinese companies listed in Hong Kong, which in turn may affect the trading performance of our H Shares. Under PRC Company Law, shares issued prior to listing may not be transferred within one year after the date of listing. Due to such lock-up restrictions, the liquidity and trading volume of the H Shares in the short term following the Global Offering may be materially affected. These factors may significantly affect the market price and volatility of our H Shares, regardless of our actual operating performance.

Future sales or anticipated sales 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.

Future sales 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 anticipation of any such sales or issuances, may cause the market price of the H Shares to decline. From the date on which our H Shares commence trading on the Stock Exchange, H Shares held by existing shareholders will be subject to certain lock-up restrictions. We cannot assure you that our existing shareholders will not sell any H Shares that they currently hold or may hold in the future. For further details, please refer to "History, Development and Corporate Structure — Lock-up and Float Requirements under the Listing Rules." Future substantial sales or anticipated sales of our securities (including any future offerings) may also have a material adverse effect on our ability to raise capital at a time and on terms favorable to us. In addition, if we issue additional securities in the future, the shareholdings of our existing shareholders may be diluted. New shares or share-linked securities issued by us may also carry rights and privileges that rank in priority over those conferred by the H Shares.

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If the offer price of the offer shares is higher than the net tangible asset value per H Share, you will immediately suffer significant dilution, and if we issue additional shares in the future, you may suffer further dilution.

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, the unaudited pro forma consolidated net tangible asset value of buyers purchasing offer shares in the Global Offering will be immediately diluted. There is no guarantee that, if we were to liquidate immediately after the Global Offering, any assets would be distributed to shareholders after claims by creditors have been satisfied. In order to expand our business, we may consider selling and issuing additional shares in the future. If we issue additional shares in the future at a price lower than the then-prevailing net tangible asset value per share, buyers of the offer shares may face dilution of the net tangible asset value per share.

If unlisted shares are converted into H Shares, this may increase the supply of H Shares in the market, which would have a negative impact on the market price of the H Shares.

Pursuant to the requirements of the China Securities Regulatory Commission and our articles of association, all of our unlisted shares may be converted into H Shares, and such converted shares may be offered or traded on an overseas stock exchange. Any offering or trading of the converted shares on an overseas stock exchange shall also be subject to the regulatory procedures, rules and requirements of the relevant stock exchange. However, the PRC Company Law provides that, in respect of a company's listing, shares issued by the company prior to its listing may not be transferred within one year from the date of listing. Accordingly, shares currently held on our unlisted share register may, following conversion, be traded on the Stock Exchange in the form of H Shares one year after listing, which may further increase the supply of our H Shares in the market and may have a negative impact on the market price of our H Shares.

Payment of dividends is subject to restrictions under PRC law.

Under PRC law, dividends may only be paid out of distributable profits. Distributable profits refer to our profits as determined under either PRC Generally Accepted Accounting Principles or International Financial Reporting Standards (whichever is lower), after making up accumulated losses and after deducting statutory and other reserve funds that we are required to set aside. We may not have sufficient, or any, distributable profits to enable us to make dividend distributions to shareholders, including in years in which we are profitable. Any distributable profits not distributed in a given year may be retained for distribution in subsequent years.

In addition, when determining our dividend payout ratio, we must comply with the dividend distribution rules prescribed by PRC regulatory authorities. PRC regulatory authorities may further amend the dividend distribution rules applicable to listed companies in the future, which may have a material impact on the amount of capital available to support our business development and growth.

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Furthermore, because the calculation of distributable profits under PRC Generally Accepted Accounting Principles differs in certain respects from the calculation under International Financial Reporting Standards, our subsidiaries may not have distributable profits as determined under PRC Generally Accepted Accounting Principles, even if they have profits as determined under International Financial Reporting Standards in that year, and vice versa. As a result, we may be unable to receive sufficient distributions from our subsidiaries. The failure of our subsidiaries to pay dividends to us may have an adverse effect on our cash flow and our ability to distribute dividends to shareholders in the future (including during periods when our financial statements indicate that our operations are profitable).

Certain facts, forecasts and other statistical data obtained from various government publications contained in this prospectus may not be reliable.

Certain facts and other statistical data contained in this prospectus, in particular information relating to the macroeconomy and the automotive industry, have been derived from official government sources. We, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any underwriters, any of their respective directors, supervisors and advisers, or any other persons or parties involved in the Global Offering have not independently verified the information and statistical data from official government sources and therefore cannot guarantee the accuracy of such facts and statistical data. You should carefully consider the weight or significance to be attributed to such facts and statistical data.

Forward-looking statements contained in this prospectus are subject to risks and uncertainties.

This prospectus contains certain forward-looking statements and information using forward-looking terminology such as "anticipate", "believe", "can", "outlook", "intend", "plan", "expect", "seek", "project", "may", "will", "should", "would" or "shall" and similar expressions. You should be aware that reliance on any forward-looking statements involves risks and uncertainties, and any or all of the assumptions underlying such statements may prove to be inaccurate, and therefore the forward-looking statements based on those assumptions may also be incorrect. In light of these and other risks and uncertainties, the forward-looking statements contained in this prospectus should not be regarded as representations or guarantees that our plans and objectives will be achieved, and such forward-looking statements should be considered in light of a number of important factors, including those set out in this section. Subject to compliance with the requirements of the Listing Rules, we do not intend to publicly update or otherwise revise the forward-looking statements in this prospectus as a result of new information, future events or otherwise. Accordingly, you should not place undue reliance on any forward-looking information. This cautionary statement applies to all forward-looking statements contained in this prospectus.

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You should read the entire prospectus carefully and should not rely on any information contained in news reports or other media relating to us and the Global Offering.

We strongly caution you not to rely on any information contained in news reports or other media relating to us and the Global Offering.

Prior to the publication of this prospectus, there have been news and media reports concerning us, our business, our industry and the Global Offering. After the date of this prospectus but prior to the completion of the Global Offering, there may be further media reports concerning us, our business, our industry and the Global Offering. Such news and media reports may

Financial Information

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Including references to certain information not contained in this prospectus, including certain operating and financial data and forecasts, assessments and other information. We or any other person involved in the Global Offering have not authorized the disclosure of any such information in news or media reports, and we assume no responsibility for the accuracy or completeness of any such news or media reports or any such information or publications. We make no representation as to the suitability, accuracy, completeness or reliability of any such information or publications. If any such information is inconsistent with or conflicts with the information contained in this prospectus, we shall not be responsible therefor, and you should not rely on such information.

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Information about this Prospectus and the Global Offering

Responsibility of Directors for the Contents of this Prospectus

This prospectus contains particulars given in compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the public with regard to our Group, and our Directors (including any proposed Directors referred to in this prospectus) collectively and individually accept full responsibility for the contents of this prospectus. Having made all reasonable enquiries, the Directors confirm that, to the best of their knowledge and belief, the information contained in this prospectus is accurate and complete in all material respects, is not misleading or deceptive, and there are no other matters the omission of which would make any statement in this prospectus or this prospectus as a whole misleading.

Filing with the CSRC

The CSRC has issued a filing notice confirming that we have completed the filing procedures in China for the Global Offering, the conversion of certain unlisted shares into H Shares, and the application for the listing of H Shares on the Stock Exchange in accordance with the new filing regime introduced under the Overseas Listing Trial Measures.

Information about the Global Offering

This prospectus is issued in connection with the Hong Kong Public Offering only. For the purpose of applications under the Hong Kong Public Offering, this prospectus sets out the terms and conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong Public Offering of an initial offering of 12,384,800 Offer Shares and the International Offering of an initial offering of 235,308,000 Offer Shares (subject in each case to reallocation on the basis described in the section headed "Structure of the Global Offering").

The Offer Shares are offered solely on the basis of the information contained and representations made in this prospectus and on the terms and conditions set out in this prospectus. No person is authorized to give or make any information or representation in connection with the Global Offering other than those contained in this prospectus, and any such information or representation not contained in this prospectus must not be relied upon as having been authorized by the Company, the Joint Sponsors, the Sponsor and Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediary, the Underwriters, or any of our or their respective affiliates, or any of our or their respective directors, officers, employees, advisers, agents or representatives, or any other person or parties involved in the Global Offering. Neither the delivery of this prospectus nor any subscription or purchase made pursuant to this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus, or that the information contained in this prospectus is correct as of any date subsequent to the date of this prospectus.

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Information about this Prospectus and the Global Offering

Procedure for Applying 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 Hong Kong Offer Shares" in this prospectus.

Restrictions on Offer and Sale of Offer Shares

Each person who purchases Hong Kong Offer Shares pursuant to the Hong Kong Public Offering will be required to confirm (or, by virtue of such purchase of Hong Kong Offer Shares, will be deemed to confirm) that he/she is aware of the restrictions on the offer and sale of Hong Kong Offer Shares described in this prospectus.

No action has been taken to permit a public offering of the Offer Shares or the general distribution of this prospectus in any jurisdiction outside Hong Kong. Accordingly, this prospectus may not be used for, and does not constitute, an offer or an invitation in any jurisdiction where it would be unlawful to make such an offer or invitation, or to any person to whom it would be unlawful to make such an offer or invitation to subscribe. The distribution of this prospectus and the offer and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except in compliance with, registration under, or pursuant to an exemption from, or authorization by, the relevant securities regulatory authorities under the applicable securities laws of those jurisdictions. In particular, the Hong Kong Offer Shares have not been offered or sold, directly or indirectly, to the public in China or the United States.

Underwriting

The listing is sponsored by the Joint Sponsors and the Global Offering is managed by the Sponsor and Overall Coordinator. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters pursuant to the terms of the Hong Kong Underwriting Agreement, subject to the Offer Price being agreed between us and the Sponsor and Overall Coordinator (for itself and on behalf of the Underwriters). The International Underwriting Agreement in connection with the International Offering is expected to be entered into on or around the Price Determination Date, subject to agreement on the Offer Price. If, for any reason, we and the Sponsor and Overall Coordinator (for itself and on behalf of the Underwriters) are unable to agree on the Offer Price, the Global Offering will not proceed and will lapse. For further details of the Underwriters and the underwriting arrangements, please refer to the section headed "Underwriting" in this prospectus.

Application for Listing of H Shares on the Stock Exchange

We have applied to the Stock Exchange for the approval of the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including (i) any H Shares which may be issued pursuant to the Over-allotment Option and the Offer Size Adjustment Option; and (ii) H Shares to be converted from unlisted shares), subject to, among other things, our satisfying the requirements of Rule 18C.03 of the Listing Rules as a Commercialized Company (as defined in the Listing Rules) and with reference to our expected market capitalization at the time of listing based on the Offer Price (in excess of HK$4 billion).

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Information about this Prospectus and the Global Offering

No part of our H Shares or loan capital is listed or dealt in on any other stock exchange, and no such listing or permission to list is being or is proposed to be sought on any other stock exchange in the near future. All Offer Shares will be registered with the H Share Registrar to enable the Offer Shares to be dealt in on the Stock Exchange.

Pursuant to section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, if the H Shares are not admitted to listing and trading on the Stock Exchange within three weeks from the closing date of the application lists, or such longer period (not exceeding six weeks) as the Stock Exchange may notify the Company within the aforementioned three weeks, any allotment made in respect of any application shall be void.

Commencement of Trading in H Shares

The H Shares are expected to commence trading on the Stock Exchange on Friday, 2 January 2026. The H Shares will be traded in board lots of 200 H Shares each. The stock code for the H Shares is 6082.

Information about the Conversion of Unlisted Shares into H Shares

The Company has applied for the conversion of unlisted shares into H Shares, involving 873,272,024 unlisted shares held by existing shareholders. For information on the existing shareholders and their respective interests in the Company, as well as matters relating to the conversion of unlisted shares into H Shares,

Share Capital

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For details of the procedures, please refer to the sections headed "History, Development and Corporate Structure" and "Share Capital." H Shares converted from Unlisted Shares may not be traded within one year after Listing. The relevant filing procedures in relation to the conversion of Unlisted Shares into H Shares have been completed.

Application Procedures for Hong Kong Offer Shares The procedures for applying for Hong Kong Offer Shares are set out in "How to Apply for Hong Kong Offer Shares."

Offer Size Adjustment Option, Over-allotment Option and Price Stabilization Actions Details of the arrangements relating to the Offer Size Adjustment Option, the Over-allotment Option and price stabilization actions are set out in the section headed "Structure of the Global Offering."

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Information about this Prospectus and the Global Offering H Shares will be Eligible for Admission into CCASS Subject to the approval of the Listing and trading of the H 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 Listing or such other date as determined by HKSCC. Settlement of transactions between Exchange Participants is required to take place in CCASS on the second settlement day following any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. We have made all necessary arrangements to enable the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of those settlement arrangements as such arrangements may affect their rights and interests.

H Share Register of Members and Stamp Duty All H Shares to be issued pursuant to applications made under the Global Offering and converted from our Unlisted Shares will be registered in the H Share register of members maintained by our H Share registrar, Tricor Investor Services Limited, in Hong Kong. Our principal register of members will be maintained by us at our headquarters in China. Dealings in H Shares registered on the H Share register of members will be subject to Hong Kong stamp duty. Hong Kong stamp duty is levied on both the seller and the buyer at the ad valorem rate of 0.1% of the consideration paid or the market value of the H Shares transferred, whichever is higher. In other words, a total of 0.2% is generally payable on ordinary market transactions in H Shares. In addition, a fixed stamp duty of HK$5.00 is currently payable on each instrument of transfer of H Shares.

Recommendation to Seek Professional Tax Advice If you have any questions regarding the tax implications of subscribing for, purchasing, holding, selling or disposing of, or dealing in H Shares, or exercising any rights attaching to the Shares, you should consult your professional advisers. We wish to emphasize that none of us, the Joint Sponsors, the Sponsor and Overall Coordinator, the Overall Coordinator, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediary, the Underwriters, nor any of our or their respective directors, officers, employees, advisers, agents or representatives, nor any other person involved in the Global Offering accepts any responsibility for any tax implications or liabilities arising from your subscription for, purchase, holding, sale or disposal of, or dealing in H Shares, or your exercise of any rights attaching to the H Shares.

Exchange Rate Conversions For your convenience only, this Prospectus contains certain conversions of Renminbi into Hong Kong dollars, Hong Kong dollars into Renminbi, Renminbi into U.S. dollars, and Hong Kong dollars into U.S. dollars at specified exchange rates.

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Information about this Prospectus and the Global Offering Unless otherwise stated, amounts denominated in Hong Kong dollars and Renminbi in this Prospectus have been converted into U.S. dollars at the following exchange rates for illustrative purposes only: US$1.00 : HK$7.7836 US$1.00 : RMB7.0656 HK$1.00 : RMB0.9078 No representation is made that any amounts in Renminbi, Hong Kong dollars or U.S. dollars could have been or could be converted at the above rates or at any other rates or at all on the relevant dates.

Rounding Certain amounts and percentage figures included in this Prospectus have been subject to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them. Any discrepancies in any table or chart between the totals shown and the sums of the amounts listed are due to rounding.

Language In the event of any inconsistency between the English version of this Prospectus and the Chinese translation of this Prospectus, the English version of this Prospectus shall prevail. In the event of any inconsistency between the non-English names of any entity referred to in this Prospectus and their English translations, the names in their respective original languages shall prevail.

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

Waiver in relation to Management Presence in Hong Kong Pursuant to Rule 8.12 of the Listing Rules, we must have a sufficient management presence in Hong Kong, which generally means that at least two executive directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement under Rule 8.12 of the Listing Rules may be waived, taking into account, among other factors, our arrangements for maintaining regular contact with the Stock Exchange. The Group's headquarters are located in China, and the majority of the businesses of the Company and its subsidiaries are managed and conducted within China. The executive directors are ordinarily resident in China. Given the important role they play in the business operations of the Company, it is in the best interests of the Group for them to be ordinarily resident in the locations where the Group's significant business is conducted. We consider it impracticable and without reasonable commercial justification to arrange for two executive directors to be ordinarily resident in Hong Kong, whether by reassigning existing executive directors or by additionally appointing executive directors. Accordingly, the Company does not currently have, and does not intend in the foreseeable future to arrange for, a sufficient management presence in Hong Kong to comply with the requirements under Rules 8.12 and 19A.15 of the Listing Rules. Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to, and the Stock Exchange has granted us a waiver from strict compliance with Rules 8.12 and 19A.15 of the Listing Rules, subject to the following conditions being satisfied:

1. Pursuant to Rule 3.05 of the Listing Rules, we have appointed Mr. Luting PAN, Executive Director, Board Secretary and Chief Financial Officer, and Mr. TSANG Chun Ho ("Mr. Tsang") (Joint Company Secretary) as our authorized representatives ("Authorized Representatives"). The Authorized Representatives will act as the principal channel of communication between the Company and the Stock Exchange. The Authorized Representatives will be available to be contacted by telephone and email at all times to promptly deal with enquiries from the Stock Exchange, and will also be able to meet with the Stock Exchange within a reasonable time upon request to discuss any matter;

2. When the Stock Exchange wishes to contact any director on any matter, each of the Authorized Representatives will have all necessary means to contact all directors (including independent non-executive directors) and senior management promptly at all times. The Company will also promptly notify the Stock Exchange of any changes to the Authorized Representatives. The Company has put in place a policy pursuant to which (1) each director has provided the Authorized Representatives with his/her working telephone number or other means of communication; (2) if a director anticipates being away on business or away from the office for any other reason, he/she will provide the Authorized Representatives with the telephone number of the place of his/her accommodation or maintain an open channel of communication via his/her mobile telephone; and (3) each director has provided the Stock Exchange with his/her mobile phone number, office phone number, email address and fax number (if any), and should there be any change in a director's contact details, he/she will immediately notify the Stock Exchange;

3. All directors who are not ordinarily resident in Hong Kong hold or are able to apply for valid travel documents to visit Hong Kong and are able to meet with the Stock Exchange within a reasonable time;

4. Pursuant to Rule 3A.19 of the Listing Rules, we have appointed Maytime Capital Limited as our compliance adviser ("Compliance Adviser") after Listing for a period commencing from the Listing date until the date on which we comply with Rule 13.46 of the Listing Rules in respect of the financial results for the first full financial year commencing after the Listing date. When the Authorized Representatives cannot be reached, the Compliance Adviser will serve as an additional channel of communication with the Stock Exchange, and will be available to contact the Authorized Representatives, directors and senior management at all times. The contact details of the Compliance Adviser have been provided to the Stock Exchange. We will keep the Stock Exchange updated on any changes to the Compliance Adviser. The Authorized Representatives, directors and other senior officers of the Company will promptly provide the Compliance Adviser with information and assistance as the Compliance Adviser may reasonably request in connection with the performance of its duties under Chapter 3A of the Listing Rules. There will be adequate and effective means of communication between the Company, the Authorized Representatives, the directors and other senior officers of the Company and the Compliance Adviser, and, to the extent reasonably practicable and legally permissible, we will keep the Compliance Adviser informed of all communications and transactions between the Stock Exchange and us;

5. We will appoint other professional advisers (including Hong Kong legal advisers) after Listing to assist us in handling any issues that the Stock Exchange may raise and to ensure timely and effective communication with the Stock Exchange; and

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Waivers 6. The Company has designated one of its employees to maintain day-to-day communication with Mr. Tsang and the Company's professional advisers in Hong Kong (including our Hong Kong legal advisers and the Compliance Adviser), to keep abreast of any communications and/or enquiries from the Stock Exchange, and to report to the executive directors to further facilitate communication between the Stock Exchange and the Company.

Waiver in relation to the Appointment of Joint Company Secretaries Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who is, in the opinion of the Stock Exchange, capable of discharging the functions of a company secretary by virtue of his/her academic or professional qualifications or relevant experience. Note 1 to Rule 3.28 of the Listing Rules provides that the Stock Exchange considers the following as acceptable academic or professional qualifications: (a) membership 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 in assessing whether an individual has "relevant experience," the Stock Exchange will consider the following factors: (a) the period of and the role of the individual in employment with the issuer and with other issuers; (b) the individual's familiarity with the Listing Rules and other relevant legislation and rules, including the Securities and Futures Ordinance, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code; (c) whether the individual has participated and/or will participate in relevant training in addition to the minimum requirements under Rule 3.29 of the Listing Rules; and (d) the individual's professional qualifications in other jurisdictions.

The Company has appointed Ms. TONG Yimin ("Ms. Tong") as one of our Joint Company Secretaries. She has extensive experience in handling administrative and corporate-related matters of the Group, but currently does not possess any of the qualifications required under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to fully comply with the requirements of the Listing Rules. Accordingly, we have appointed Mr. Tsang (a member of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute (UK), and fully qualified under Rules 3.28 and 8.17 of the Listing Rules) as another Joint Company Secretary to assist Ms. Tong for an initial period of three years from the Listing date, so that Ms. Tong may acquire the "relevant experience" referred to in Note 2 to Rule 3.28 of the Listing Rules and thereby fully comply with the requirements set out in Rules 3.28 and 8.17 of the Listing Rules. As Ms. Tong does not possess the formal qualifications for the role of company secretary as set out under Rule 3.28 of the Listing Rules, we have applied to, and the Stock Exchange has granted us a waiver from strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules to enable Ms. Tong to be appointed as a Joint Company Secretary of the Company. Pursuant to paragraph 13 of Chapter 3.10 of the Guide for New Listing Applicants, the waiver will apply for a specified period (the "Waiver Period") subject to the following conditions: (i) the proposed company secretary must be assisted during the Waiver Period by a person who possesses the qualifications or experience required under Rule 3.28 (a "Qualified Person") and who is appointed as a Joint Company Secretary; and (ii) the waiver may be revoked if the issuer commits a serious breach of the Listing Rules. The waiver is valid for an initial period of three years from the Listing date, subject to the condition that Mr. Tsang will work closely with Ms. Tong to jointly perform the duties and responsibilities of the company secretary and to assist Ms. Tong in acquiring the relevant experience required under Rules 3.28 and 8.17 of the Listing Rules. Mr. Tsang will also assist Ms. Tong in arranging board meetings and general meetings of the Company, and other matters related to the company secretary duties of the Company. Mr. Tsang is expected to work closely with Ms. Tong and will maintain regular contact with Ms. Tong, the directors and the senior management of the Company. In the event that Mr. Tsang ceases to assist Ms. Tong in her capacity as Joint Company Secretary within the three-year period from Listing, or the Company commits a serious breach of the Listing Rules, the relevant waiver will be revoked immediately. In addition, Ms. Tong will comply with the requirement under Rule 3.29 of the Listing Rules to participate in professional training each year within the three-year period from Listing and enhance her knowledge of the Listing Rules. Ms. Tong will also be assisted by (a) the Company's Compliance Adviser, in particular with regard to compliance with the Listing Rules; and (b) the Company's Hong Kong legal advisers on matters relating to the Company's ongoing compliance with the Listing Rules and applicable laws and regulations. Prior to the expiry of the initial three-year period, the Company will further assess Ms. Tong's qualifications and experience, and whether Mr. Tsang's continued assistance is required. We will demonstrate and seek confirmation from the Stock Exchange that Ms. Tong has, over the past three years with the assistance of Mr. Tsang, acquired the necessary skills to perform the duties of a company secretary and the relevant experience referred to in Note 2 to Rule 3.28 of the Listing Rules, so that no further waiver is required.

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Waivers Waiver pursuant to Rule 10.04 of the Listing Rules and Consent pursuant to paragraph 1C(2) of Appendix F1 to the Listing Rules in respect of subscription of Offer Shares by existing shareholders and/or their close associates as cornerstone investors Rule 10.04 of the Listing Rules provides that existing shareholders of an issuer who subscribe for or purchase, whether in their own names or through nominees, any securities that are being marketed by or on behalf of a new applicant must satisfy the conditions set out in Rules 10.03(1) and (2) of the Listing Rules. Paragraph 1C(2) of Appendix F1 to the Listing Rules provides (among other things) that an applicant shall not, unless the prior written consent of the Stock Exchange has been obtained, allocate securities to the applicant's existing shareholders or their close associates (whether in their own names or through nominees), unless the conditions set out in Rules 10.03 and 10.04 of the Listing Rules are met. Paragraph 57 of Chapter 2.5 of the Guide further provides that existing shareholders holding less than 10% of the shares in a Specialist Technology Company prior to the IPO may subscribe for shares in the IPO as cornerstone investors or placees. If subscribing as cornerstone investors, the applicant and its sponsor must confirm that the existing shareholders have received no special benefit other than the guaranteed allocation at the IPO price, and that the terms of subscription are substantially the same as those of other cornerstone investors. As further described in the section headed "Cornerstone Investors" in this Prospectus, (a) 3W Fund Management Limited

Share Capital

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existing shareholders holding approximately 4.35% of the total issued share capital of the Company) and QM125 Limited (a close associate of QM120 Limited); (c) China Ping An Life Insurance Company Limited (中國平安人壽保險股份有限公司) (a close associate of PA GCC Limited), an existing shareholder holding approximately 2.25% of the total issued share capital of the Company as at the Latest Practicable Date; (d) Aspirational China Growth GP Limited, an existing shareholder holding approximately 0.34% of the total issued share capital of the Company as at the Latest Practicable Date; (e) Guotai Junan Securities Investment (Hong Kong) Co., Limited (國泰君安證券投資（香港）有限公司) (in connection with the Guotai Junan Back-to-back TRS and Zhonghe OTC Swap, a close associate of Nanchang Zhengzheng Equity Investment Fund Partnership (Limited Partnership) (南昌政通股權投資基金合夥企業（有限合夥）) and Shanghai Haitong Zhida Private Investment Fund Partnership (Limited Partnership) (上海海通智達私募投資基金合夥企業（有限合夥）)), collectively holding approximately 0.27% of the total issued share capital of the Company as at the Latest Practicable Date; and (f) New Opportunities SPC-Initial Growth SP (a close associate of Wanhui Investment Limited (萬慧投資有限公司)), an existing shareholder holding approximately 0.72% of the total issued share capital of the Company as at the Latest Practicable Date (the "Existing Shareholder Cornerstone Participants"), have each entered into a cornerstone investment agreement with the Company, the Joint Sponsors and the Sponsor-Overall Coordinators, pursuant to which the Existing Shareholder Cornerstone Participants have agreed to participate in the Global Offering as cornerstone investors and to subscribe for the Offer Shares to be issued by the Company under the International Offering.

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Waiver We have applied for the waiver described under Rule 10.04 of the Listing Rules and the consent described under paragraph 1C(2) of Appendix F1 to the Listing Rules, to permit the Existing Shareholder Cornerstone Participants to participate in the Global Offering as cornerstone investors and to subscribe for the Offer Shares to be issued by the Company under the International Offering. The Stock Exchange of Hong Kong has agreed to grant the requested waiver and consent, subject to the following conditions:

(a) the allocation of shares to the Existing Shareholder Cornerstone Participants will not affect the Company's ability to meet its public float requirements under Rule 8.08(1) of the Listing Rules (as amended and superseded by Rule 19A.13A of the Listing Rules);

(b) the Company and the Joint Sponsors confirm that, other than the preferential treatment of a guaranteed allocation at the Offer Price under the cornerstone investment and terms which are substantially the same as those of other cornerstone investors, the Existing Shareholder Cornerstone Participants (as cornerstone investors) have not and will not receive, directly or indirectly, any preferential treatment in any allocation in the Global Offering by virtue of their relationship with the Company; and

(c) the details of the relevant cornerstone investments by the Existing Shareholder Cornerstone Participants (as cornerstone investors) in the Global Offering are disclosed in this prospectus, and the details of the allocation will be disclosed in the allotment results announcement of the Company.

For further information on the relevant cornerstone investments, please refer to the section headed "Cornerstone Investors" in this prospectus.

Consent in Respect of Subscription for Offer Shares by Connected Clients Paragraph 1C(1) of Appendix F1 to the Listing Rules provides that an applicant shall not, without the prior written consent of the Stock Exchange of Hong Kong, allocate any securities to "connected clients" of the overall coordinators, syndicate members who are not overall coordinators, or any distributors who are not syndicate members (collectively "Distributors" and each a "Distributor"). Paragraph 1B(7) of Appendix F1 to the Listing Rules states that, in the case of Exchange Participants, a "connected client" refers to any client that is a member company of the group to which the Exchange Participant belongs. As further described in the section headed "Cornerstone Investors" in this prospectus, each of CICC FT and Ping An Asset Hong Kong (as the investment manager of China Ping An Life Insurance Company Limited ("Ping An Life")) has entered into a cornerstone investment agreement with the Company, the Joint Sponsors and the Sponsor-Overall Coordinators to participate in the Global Offering as cornerstone investors and to subscribe for the Offer Shares to be issued by the Company under the International Offering.

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Waiver CICC FT and China International Capital Corporation Limited ("CICCL") will enter into a series of cross-border Delta-one OTC swap transactions (collectively, the "Greenwoods OTC Swaps") with each other and with the end client (the "CICC FT End Client (Greenwoods)"), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the Greenwoods OTC Swaps, while the economic risks and returns of the relevant Offer Shares will be transferred to the CICC FT End Client (Greenwoods) (subject to customary fees and commissions). CICC FT, CICCL and China International Capital Corporation Hong Kong Securities Limited ("CICC Hong Kong Securities") (as a Joint Sponsor, Sponsor-Overall Coordinator and underwriter of the Global Offering) are all member companies of the same group. Accordingly, CICC FT is a connected client of CICC Hong Kong Securities. Ping An Asset Hong Kong acts as the investment manager of Ping An Life on a discretionary basis. It has entered into the cornerstone investment agreement on behalf of Ping An Life to subscribe for Offer Shares, with funding to be provided from Ping An Life's participating life insurance account. The funding sources of this account include the principal amounts paid by individual participating policyholders under the same participating insurance plan. Upon completion of the Global Offering, the Offer Shares will be held by Ping An Life on behalf of its participating life policyholders, all of whom are individuals. Ping An Securities (Hong Kong) Co., Ltd. (平安證券（香港）有限公司) ("Ping An Securities") is a Sponsor-Overall Coordinator and underwriter of the Global Offering. Ping An Securities, Ping An Asset Hong Kong and Ping An Life are all subsidiaries of Ping An Insurance (Group) Company of China, Ltd. (中國平安保險（集團）有限公司), and accordingly Ping An Asset Hong Kong and Ping An Securities are member companies of the same group. We have applied for and the Stock Exchange of Hong Kong has granted consent pursuant to paragraph 1C(1) of Appendix F1 to the Listing Rules, permitting CICC FT and Ping An Life to participate in the Global Offering as cornerstone investors in accordance with the following basis and conditions set out in paragraph 6 of Chapter 4.15 of the Guidelines:

(a) any Offer Shares to be allocated to CICC FT will be held on a non-discretionary basis on behalf of independent third parties, and any Offer Shares to be allocated to Ping An Life will be held on a discretionary basis on behalf of independent third parties;

(b) Ping An Securities has not and will not participate in, or in any discussions relating to, the decision-making process for allocating Offer Shares to Ping An Asset Hong Kong by the Company, the underwriters and the overall coordinators;

(c) each of CICC FT and Ping An Asset Hong Kong (as investment manager of Ping An Life) has not and will not, by virtue of their respective relationships with CICC Hong Kong Securities and Ping An Securities, receive preferential treatment as cornerstone investors in any allocation of Offer Shares in the International Offering, save for the guaranteed allocation under the relevant cornerstone investment agreement in accordance with the principles set out in Chapter 4.15 of the Guidelines, i.e. the cornerstone investment agreements of CICC FT and Ping An Asset Hong Kong (as investment manager of Ping An Life) do not contain any material terms that are more favourable to them than other cornerstone investment agreements;

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Waiver (d) each of CICC FT and Ping An Asset Hong Kong (for itself and on behalf of Ping An Life) confirms that, to the best of its knowledge and belief, other than the preferential treatment of a guaranteed allocation under the cornerstone investment agreement, it has not and will not receive any preferential treatment as a cornerstone investor in any allocation in the Global Offering by virtue of its respective relationship with CICC Hong Kong Securities and Ping An Securities;

(e) each of the Company, the Overall Coordinators, CICC FT and Ping An Asset Hong Kong (for itself and on behalf of Ping An Life), and CICC Hong Kong Securities and Ping An Securities has provided written confirmation to the Stock Exchange of Hong Kong pursuant to Chapter 4.15 of the Guidelines; and

(f) the details of the cornerstone investments and the details of the allocation will be disclosed in this prospectus and the allotment results announcement.

For further information on the relevant cornerstone investments, please refer to the section headed "Cornerstone Investors" in this prospectus.

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Directors and Parties Involved in the Global Offering Directors

| Name | Address | Nationality | |------|---------|-------------| | **Executive Directors** | | | | Mr. Wen ZHANG | Room 1002, Floor 10, Building 5, Lane 260, Jianze Road, Minhang District, Shanghai, China | USA | | Mr. Zhou HONG | Room 328, No. 3701 Chenxing Highway, Minhang District, Shanghai, China | China | | Mr. Linglan ZHANG | Room 701, Floor 7, Building 5, Lane 260, Jianze Road, Minhang District, Shanghai, China | USA | | Mr. Bing XIAO (肖冰) | Room 716, No. 139 Cǎihóng Road, Hengqin New Area, Zhuhai, Guangdong Province, China | China | | Mr. Luting PAN | Room 2413, Building 2, Phase 2, Senior Talents Apartments, Hengqin New Area, Zhuhai, Guangdong Province, China | USA |

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Directors and Parties Involved in the Global Offering

| Name | Address | Nationality | |------|---------|-------------| | **Non-Executive Directors** | | | | Mr. Liu Jingguo (劉經國) | Room 501, No. 1, Lane 333, Luoxiu Road, Xuhui District, Shanghai, China | China | | Mr. Zhou Zhifeng (周志峰) (Note) | Room 901, Unit 2, Building 6, Courtyard 76, Baiziwannan 2nd Road, Chaoyang District, Beijing, China | China | | Mr. Wang Lin (王林) (Note) | Room 184, No. 199 Wensan Road, Xihu District, Hangzhou, Zhejiang Province, China | China | | Ms. Chen Shuying (陳淑英) (Note) | No. 89, Tianhu Hengkeng Li, Luokeng Town, Xinhui District, Jiangmen, Guangdong Province, China | China | | **Independent Non-Executive Directors** | | | | Dr. Wang Yuan (王源) | Room 311, Unit 1, Building 62, No. 5 Yiheyuan Road, Haidian District, Beijing, China | China | | Mr. Lam Siu Wing (林兆榮) | Room A, Floor 15, Tower 1, Cayman, No. 33 Hip Wo Street, Kwun Tong, Kowloon, Hong Kong | China |

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Directors and Parties Involved in the Global Offering

| Name | Address | Nationality | |------|---------|-------------| | Ms. Liu Jin (劉瑾) | 19E, Tower 6A, No. 99 Sou Kwun Wat Road, Tuen Mun, New Territories, Hong Kong | China |

Note: As at the Latest Practicable Date, Mr. Zhou Zhifeng, Mr. Wang Lin and Ms. Chen Shuying are our non-executive directors, each of whom has tendered his/her resignation as a director, with such resignation being conditional and taking effect on the day prior to the Listing Date, while the appointments of Dr. Wang Yuan, Mr. Lam Siu Wing and Ms. Liu Jin as independent non-executive directors will take effect on the Listing Date. Mr. Zhou Zhifeng, Mr. Wang Lin and Ms. Chen Shuying were representatives of pre-IPO investors on our Board prior to Listing and have performed non-executive functions by providing advice on our overall development as a private company. Each of them has tendered his/her resignation pursuant to the internal decisions of the respective pre-IPO investors they represent. Furthermore, replacing them with three independent non-executive directors will bring us into compliance with Rules 3.10(1) and 3.10A of the Listing Rules, which require that the board of directors include at least three independent non-executive directors, and that such independent non-executive directors represent at least one-third of the board. Each of Mr. Zhou Zhifeng, Mr. Wang Lin and Ms. Chen Shuying has confirmed to the Board that they have no disagreement with the Board and that there are no other matters relating to their resignations that need to be brought to the attention of shareholders.

For details of the Directors, please refer to "Directors and Senior Management".

Parties Involved in the Global Offering

Joint Sponsors

China International Capital Corporation Hong Kong Securities Limited (中國國際金融香港證券有限公司) 29th Floor, One IFC 1 Harbour View Street Central, Hong Kong

China Ping An Capital (Hong Kong) Co., Limited (中國平安資本（香港）有限公司) Rooms 3601, 07 & 11-13, 36th Floor The Center 99 Queen's Road Central, Hong Kong

BOC International Asia Limited (中銀國際亞洲有限公司) 26th Floor, Bank of China Tower 1 Garden Road, Central Hong Kong

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Directors and Parties Involved in the Global Offering

Sponsor-Overall Coordinators

China International Capital Corporation Hong Kong Securities Limited (中國國際金融香港證券有限公司) 29th Floor, One IFC 1 Harbour View Street Central, Hong Kong

Ping An Securities (Hong Kong) Co., Ltd. (平安證券（香港）有限公司) Rooms 3601, 07 & 11-13, 36th Floor The Center 99 Queen's Road Central, Hong Kong

BOC International Asia Limited (中銀國際亞洲有限公司) 26th Floor, Bank of China Tower 1 Garden Road, Central Hong Kong

Overall Coordinators

China International Capital Corporation Hong Kong Securities Limited (中國國際金融香港證券有限公司) 29th Floor, One IFC 1 Harbour View Street Central, Hong Kong

Ping An Securities (Hong Kong) Co., Ltd. (平安證券（香港）有限公司) Rooms 3601, 07 & 11-13, 36th Floor The Center 99 Queen's Road Central, Hong Kong

BOC International Asia Limited (中銀國際亞洲有限公司) 26th Floor, Bank of China Tower 1 Garden Road, Central Hong Kong

CLSA Limited (中信里昂證券有限公司) 18th Floor, One Pacific Place 88 Queensway, Hong Kong

Orient Securities (Hong Kong) Limited (東方證券（香港）有限公司) 28th–29th Floors 100 Queen's Road Central Central, Hong Kong

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Directors and Parties Involved in the Global Offering

Joint Global Coordinators

China International Capital Corporation Hong Kong Securities Limited (中國國際金融香港證券有限公司) 29th Floor, One IFC 1 Harbour View Street Central, Hong Kong

Ping An Securities (Hong Kong) Co., Ltd. (平安證券（香港）有限公司) Rooms 3601, 07 & 11-13, 36th Floor The Center 99 Queen's Road Central, Hong Kong

BOC International Asia Limited (中銀國際亞洲有限公司) 26th Floor, Bank of China Tower 1 Garden Road, Central Hong Kong

CLSA Limited (中信里昂證券有限公司) 18th Floor, One Pacific Place 88 Queensway, Hong Kong

Orient Securities (Hong Kong) Limited (東方證券（香港）有限公司) 28th–29th Floors 100 Queen's Road Central Central, Hong Kong

Futu Securities International (Hong Kong) Limited (富途證券國際（香港）有限公司) 34th Floor, Everbright Centre 95 Queensway, Admiralty Hong Kong

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Directors and Parties Involved in the Global Offering

Joint Bookrunners and Joint Lead Managers

China International Capital Corporation Hong Kong Securities Limited (中國國際金融香港證券有限公司) 29th Floor, One IFC 1 Harbour View Street Central, Hong Kong

Ping An Securities (Hong Kong) Co., Ltd. (平安證券（香港）有限公司) Rooms 3601, 07 & 11-13, 36th Floor The Center 99 Queen's Road Central, Hong Kong

BOC International Asia Limited (中銀國際亞洲有限公司) 26th Floor, Bank of China Tower 1 Garden Road, Central Hong Kong

CLSA Limited (中信里昂證券有限公司) 18th Floor, One Pacific Place 88 Queensway, Hong Kong

Orient Securities (Hong Kong) Limited (東方證券（香港）有限公司) 28th–29th Floors 100 Queen's Road Central Central, Hong Kong

Futu Securities International (Hong Kong) Limited (富途證券國際（香港）有限公司) 34th Floor, Everbright Centre 95 Queensway, Admiralty Hong Kong

SPD Bank International Finance Limited (浦銀國際融資有限公司) 33rd Floor, SPD Bank Tower 1 Hennessy Road, Hong Kong

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Directors and Parties Involved in the Global Offering

Capital Markets Intermediaries

China International Capital Corporation Hong Kong Securities Limited (中國國際金融香港證券有限公司) 29th Floor, One IFC 1 Harbour View Street Central, Hong Kong

Ping An Securities (Hong Kong) Co., Ltd. (平安證券（香港）有限公司) Rooms 3601, 07 & 11-13, 36th Floor The Center 99 Queen's Road Central, Hong Kong

BOC International Asia Limited (中銀國際亞洲有限公司) 26th Floor, Bank of China Tower 1 Garden Road, Central Hong Kong

CLSA Limited (中信里昂證券有限公司) 18th Floor, One Pacific Place 88 Queensway, Hong Kong

Orient Securities (Hong Kong) Limited (東方證券（香港）有限公司) 28th–29th Floors 100 Queen's Road Central Central, Hong Kong

Futu Securities International (Hong Kong) Limited (富途證券國際（香港）有限公司) 34th Floor, Everbright Centre 95 Queensway, Admiralty Hong Kong

SPD Bank International Finance Limited (浦銀國際融資有限公司) 33rd Floor, SPD Bank Tower 1 Hennessy Road, Hong Kong

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Directors and Parties Involved in the Global Offering

Legal Advisers to the Company

As to Hong Kong and United States law Davis Polk & Wardwell 10th Floor, The Hong Kong Club Building 3A Chater Road Central, Hong Kong

As to PRC law Fangda Partners (方達律師事務所) 24th Floor, Tower II HKRI Taikoo Hui 288 Shimen No. 1 Road Shanghai, China

As to United States sanctions and export control law Jacobson Burton Kelley PLLC 1725 I Street, NW Suite 300 Washington, DC 20006 USA

Legal Advisers to the Joint Sponsors and Underwriters

As to Hong Kong and United States law Freshfields Bruckhaus Deringer 55th Floor, One Island East Taikoo Place, Quarry Bay Hong Kong

As to PRC law King & Wood Mallesons (金杜律師事務所) 18th Floor, East Tower China World Office 1 Jianguomenwai Avenue Chaoyang District, Beijing, China

Reporting Accountants and Independent Auditors

PricewaterhouseCoopers (羅兵咸永道會計師事務所) Certified Public Accountants and Registered Public Interest Entity Auditor 22nd Floor, Prince's Building Central, Hong Kong Special Administrative Region of China

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Directors and Parties Involved in the Global Offering

Industry Consultant

CIC (灼識行業諮詢有限公司) Floor 10, Tower B Jing'an International Center 88 Puji Road, Jing'an District Shanghai, China

Property Valuer

Avista Valuation Advisory Limited (艾華迪評估諮詢有限公司) Rooms 2401-06, 24th Floor CKE Centre 108 Gloucester Road Wan Chai, Hong Kong

Receiving Banks

Bank of China (Hong Kong) Limited (中國銀行（香港）有限公司) 1 Garden Road, Hong Kong

Industrial and Commercial Bank of China (Asia) Limited (中國工商銀行（亞洲）有限公司) 33rd Floor, ICBC Tower 3 Garden Road, Central Hong Kong

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Corporate Information

Registered Office

Room 1302, Floor 13, Building 16 No. 2388 Chenxing Highway Minhang District, Shanghai, China

Headquarters and Principal Place of Business in China

Room 1302, Floor 13, Building 16 No. 2388 Chenxing Highway Minhang District, Shanghai, China

Principal Place of Business in Hong Kong

Room 1919, 19th Floor, Lee Garden One 33 Hysan Avenue Causeway Bay, Hong Kong

Company Website

www.birentech.com (The information on this website does not form part of this prospectus)

Company Secretary

Ms. Tong Yimin (童義敏) Room 1302, Floor 13, Building 16 No. 2388 Chenxing Highway Minhang District, Shanghai, China

Mr. Tsang Chun Ho (曾俊豪) (Member of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute of the United Kingdom) Room 1919, 19th Floor, Lee Garden One 33 Hysan Avenue Causeway Bay, Hong Kong

Authorized Representatives

Mr. Luting PAN Room 1302, Floor 13, Building 16 No. 2388 Chenxing Highway Minhang District, Shanghai, China

Mr. Tsang Chun Ho (曾俊豪) Room 1919, 19th Floor, Lee Garden One 33 Hysan Avenue Causeway Bay, Hong Kong

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Corporate Information

Audit Committee

Mr. LIN Zhaurong (Chairman) Dr. WANG Yuan Ms. LIU Jin

Remuneration Committee

Ms. LIU Jin (Chairman) Dr. WANG Yuan Mr. Wen ZHANG

Nomination Committee

Dr. WANG Yuan (Chairman) Ms. LIU Jin Mr. Wen ZHANG

Compliance Adviser

Maitai Capital Limited Room 2602, 26/F Golden Dragon Centre 188 Des Voeux Road Central Sheung Wan Hong Kong

H Share Registrar

Tricor Investor Services Limited 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong

Principal Bankers

China Construction Bank Corporation Shanghai Lingang Branch B-3, 555 Xinyuan South Road Pudong New Area Shanghai China

Bank of China Limited Shanghai Pujiang Hi-Tech Park Branch 2518 Chenhang Highway Minhang District Shanghai China

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INDUSTRY OVERVIEW

The information and statistics set out in this section and other sections of this prospectus are extracted from various official government publications, publicly available market research data sources and other data sources from independent providers, as well as an independent industry report prepared by CIC (as defined below). We have commissioned CIC to prepare an independent industry report in connection with the Global Offering (the "CIC Report"). Information from official government sources has not been independently verified by us, the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of the underwriters, their respective directors, supervisors and advisers, or any other persons or parties involved in the Global Offering, and no representation is made as to its accuracy.

Overview of Intelligent Computing Chips AI has become an important driving force for global economic and social development. In particular, LLMs will substantially drive the evolution of AI towards AGI, and AGI is expected to fundamentally transform human society in terms of productivity and creativity. LLMs have rapidly gained widespread adoption in areas such as AIGC, image recognition, content recommendation, sales forecasting, and financial risk management, and are expected to extend to more application scenarios. According to CIC, AI is expected to drive more than 15% of global GDP growth by 2030. To realize the vision of AGI, computing chips are urgently needed as the foundation for AGI implementation.

Computation-intensive tasks such as AI training, inference, and high-performance computing — especially large-scale AI computing tasks — are primarily run in the cloud or at the edge, involving massive parallel computing, i.e., multiple operations executed simultaneously. Intelligent computing chips¹ are specifically designed to accommodate these characteristics, with architectures suited for high-speed parallel computing. They mainly include three categories: GPGPU (General-Purpose Graphics Processing Unit), ASIC (Application-Specific Integrated Circuit), and FPGA (Field-Programmable Gate Array). These have proven to be significantly more efficient than earlier computing chips — such as CPUs, which are designed for serial computing and can only execute one operation at a time — when performing computation-intensive tasks. Only by integrating a specialized software ecosystem can the full potential of intelligent computing chips be realized, providing the necessary infrastructure for programming, orchestration, and efficient workload distribution, making it an indispensable component in the functionality and practical application of intelligent computing chips. Since 2012 — a milestone year in the history of AI — specially designed computing chips have gradually replaced CPUs, becoming the definitive choice for subsequent computation-intensive tasks.

¹ Unless otherwise specified, "intelligent computing chips" in the Industry Overview section does not include edge-side chips, such as automotive SoCs specifically designed for autonomous driving, due to their different use cases and limited general-purpose computing capabilities.

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INDUSTRY OVERVIEW

Global Intelligent Computing Chip Industry Overview

Training and Inference Are the Two Primary Intelligent Computing Scenarios

Training and inference constitute the core application scenarios of intelligent computing. Training refers to the process of creating a model using a training dataset, while inference refers to the process of using a trained model to return prediction results for new data inputs. Over the past three years, the development and iteration of various LLMs have flourished globally, and this trend is expected to continue in the near term, thereby driving demand for computing power used in training. As LLMs mature in terms of functionality and availability in the future, end-use cases and frequency will increase significantly, which, over the long term, will lead to faster growth in demand for inference computing power.

First, as shown in the comparison table below, training and inference have distinct characteristics in terms of computational complexity and frequency within a single time period, and therefore impose different requirements on the capabilities of intelligent computing chips. As a result, intelligent computing chips applied in these two different scenarios typically adopt their respective design and commercialization strategies.

Key Characteristics of Intelligent Computing Scenarios

| Intelligent Computing Scenario | Training | Inference | |---|---|---| | Required Computing Power | - LLMs with hundreds of billions or trillions of parameters require massive computing power provided by large-scale server clusters | - The computing power required for a single inference task is moderate, but the potentially high concurrency results in substantial overall computing power requirements | | | | - Deep thinking inference tasks require increasingly higher computing power | | Other Requirements | - High bandwidth and high interconnect speed to improve training efficiency, especially for large-scale clusters | - Low latency to ensure rapid output of results |

Source: CIC

As the scale of model parameters continues to expand and the complexity of application scenarios continues to increase, the requirements of training and inference on intelligent computing chips are also escalating, particularly in terms of computing power, memory bandwidth, and capacity. At the same time, the industry is transitioning from a single-stage paradigm centered on pre-training to a multi-stage workflow that places equal emphasis on post-training and inference,

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INDUSTRY OVERVIEW

which has greatly increased the demand for chips capable of efficiently supporting both stages. Consequently, the performance requirements of training and inference chips are increasingly converging, driving the evolution of intelligent computing chip architecture towards greater integration and versatility.

The Intelligent Computing Chip Industry Is Experiencing and Will Continue to Experience Growth

Since the launch of ChatGPT at the end of 2022, breakthroughs in LLMs have led to rapid growth in demand for intelligent computing chips. Initially, demand was primarily concentrated on the training of foundation models, which are typically massive in scale and require substantial computing power to complete training. As model scale further increases, demand for training computing chips has grown exponentially in accordance with scaling laws.

As model architectures continue to iterate, the divergence between pre-training and post-training, and the introduction of inference models, have fundamentally changed the industry landscape, causing market demand for both training and inference computing to grow simultaneously. Post-training processes such as reinforcement learning, fine-tuning, and model distillation now require greater computing power than pre-training, thereby amplifying demand for training computing chips. Meanwhile, current inference model applications employ inference-time scaling mechanisms, making the computing power required per query up to 100 times higher than traditional one-shot inference, substantially increasing demand for inference computing chips. It is expected that investment growth in inference computing chips will surpass that of training within the next one to two years.

According to CIC, measured by revenue, the global intelligent computing chip market grew rapidly from USD 6.6 billion (66億美元) in 2020 to USD 119.0 billion (1,190億美元) in 2024, representing a compound annual growth rate ("CAGR") of 106.0%. The market is expected to maintain rapid growth over the next five years, reaching USD 585.7 billion (5,857億美元) in 2029, with a CAGR of 37.5% from 2024 to 2029. Such growth will be driven by a surge in investment in AI computing infrastructure (such as AI data centers) in the near future, as well as the expectation that a range of LLM-based AI applications will flourish over the long term and continue to consume intelligent computing power.

Global Intelligent Computing Chip Industry Market Size, 2020–2029E

CAGR

| | 2020–2024 | 2024–2029E | |---|---|---| | GPGPU | 109.3% | 38.1% | | Others | 80.2% | 29.8% | | Total | 106.0% | 37.5% |

(USD billions)

| | GPGPU | Others | |---|---|---| | 2020 | 5.7 | 0.9 | | 2021 | 9.5 | 1.5 | | 2022 | 13.7 | 2.0 | | 2023 | 35.1 | 5.9 | | 2024 | 109.5 | 9.5 | | 2025E | 168.5 | 13.9 | | 2026E | 245.7 | 19.1 | | 2027E | 339.6 | 24.8 | | 2028E | 444.5 | 30.4 | | 2029E | 474.9 | 110.8 |

Total: 6.6 | 11.0 | 15.7 | 42.9 | 119.0 | 182.4 | 264.8 | 364.3 | 474.9 (2028) | 585.7 (2029E)

Source: China Academy of Information and Communications Technology, industry expert interviews, listed company annual reports, CIC

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INDUSTRY OVERVIEW

As one of the world's largest AI markets, China has also experienced rapid growth in demand for intelligent computing chips. According to CIC, measured by revenue, China's intelligent computing chip market grew from USD 1.7 billion (17億美元) in 2020 to USD 30.1 billion (301億美元) in 2024, representing a CAGR of 105%. The market is expected to reach USD 201.2 billion (2,012億美元) by 2029, with a CAGR of 46.3% from 2024 to 2029, surpassing the growth of the global market over the same period. This is primarily attributable to the rapid expansion of demand, supply chain localization, and ecosystem development. Despite the relatively low adoption base for intelligent computing chips, China is facing a massive surge in demand from numerous cloud service providers, internet platforms, AI companies, and other AI-driven industry customers, thereby creating a considerable potential market size and ample room for growth. Meanwhile, the rise of competitive domestic suppliers and the rapid maturation of the ecosystem are expected to support faster deployment and adoption of intelligent computing chips in the future.

China Intelligent Computing Chip Industry Market Size, 2020–2029E

CAGR

| | 2020–2024 | 2024–2029E | |---|---|---| | GPGPU | 106.0% | 49.0% | | Others | 101.7% | 34.5% | | Total | 105.0% | 46.3% |

(USD billions)

| | GPGPU | Others | |---|---|---| | 2020 | 1.3 | 0.4 | | 2021 | 2.3 | 0.5 | | 2022 | 3.4 | 0.6 | | 2023 | 8.6 | 3.2 | | 2024 | 23.5 | 6.6 | | 2025E | 40.9 | 9.5 | | 2026E | 66.1 | 13.3 | | 2027E | 98.8 | 17.9 | | 2028E | 136.2 | 23.2 | | 2029E | 159.4 | 41.8 |

Total: 1.7 | 2.8 | 4.0 | 11.8 | 30.1 | 50.4 | 79.4 | 116.7 | 159.4 (2028) | 201.2 (2029E)

Source: China Academy of Information and Communications Technology, industry expert interviews, listed company annual reports, CIC

GPGPU Is the Most Versatile Intelligent Computing Chip

Among the three types of intelligent computing chips, GPGPU is the most versatile. GPGPU is based on a non-customized architecture and can readily handle a variety of computing tasks. This is a key advantage in the current environment where computing scenarios are continuously evolving and diversifying. In contrast, ASICs are typically customized for specific applications, while FPGAs, although reconfigurable to accommodate various applications, require users to be proficient in hardware coding. Despite FPGAs' excellent performance and energy efficiency in their designated tasks, their scope of application is significantly smaller than that of GPGPUs. Therefore, GPGPU has become the mainstream choice for intelligent computing chips and is expected to maintain its leading position. The table below sets out the advantages and disadvantages of the three types of intelligent computing chips.

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INDUSTRY OVERVIEW

The downstream customers of GPGPUs primarily include large internet companies, cloud service providers, data centers, and AI companies, which rely on GPGPUs to handle computation-intensive workloads such as large model training and inference, as well as high-performance computing. Compared with ASICs and FPGAs, which are designed for specific or programmable functions, GPGPUs offer greater versatility and flexibility, highly parallel processing capabilities, and a well-established software ecosystem, effectively meeting the increasing computing demands for training and inference across different AI model architectures and complex general-purpose tasks, making them the mainstream solution in the intelligent computing chip space.

Advantages and Disadvantages of Intelligent Computing Chips

| Type | Advantages | Disadvantages | |---|---|---| | GPGPU | - Versatile across various tasks | - Higher power consumption | | | - Suited for highly parallel tasks | | | | - High scalability | | | ASIC | - Comprehensively optimized performance and energy efficiency for specific tasks | - Inflexible application | | | | - Long development cycles and susceptibility to obsolescence | | FPGA | - Reconfigurable for different tasks | - Difficult to design and program |

Source: CIC

GPGPU has consistently represented the largest portion of the global intelligent computing chip market, accounting for 92.0% of the overall intelligent computing chip market in 2024. In 2024, China's GPGPU market accounted for 78.1% of China's overall intelligent computing chip market. Nevertheless, China's GPGPU market size is expected to grow from USD 23.5 billion (235億美元) in 2024 to USD 172.3 billion (1,723億美元) in 2029, representing a CAGR of 49.0%, faster than the global market CAGR of 38.1% over the same period.

The Integration of Software and Hardware Is Critical to the Performance of Intelligent Computing Chips

As AI applications become increasingly complex and data-intensive, the demand for higher computing power and more efficient data processing continues to grow. This requires continuous improvement and innovation in hardware design to consistently deliver optimal performance and energy efficiency. One notable example of a landmark architectural evolution is the introduction of dedicated hardware units to handle matrix multiplication,

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INDUSTRY OVERVIEW

which is a complex computation commonly found in deep learning algorithms and was previously one of the bottlenecks in improving AI computing speed. In addition, upgrades in memory size, bandwidth, and interconnects have further enhanced the capabilities of intelligent computing chips — especially in large-scale clusters — to effectively handle heavy workloads. Such hardware iterations have played a foundational role in enhancing the capabilities of intelligent computing chips.

Intelligent computing chips are provided to customers in three different forms to meet their needs, including PCIe (Peripheral Component Interconnect Express) cards, OAM (Open Accelerator Module), and servers. PCIe cards are a cost-effective option, generally targeting customers who need to balance performance and cost. OAM is designed to optimize performance, targeting customers who require the highest performance. Servers represent ready-to-use computing power, targeting customers who need to rapidly build up high computing power from scratch within a short period of time. Servers can be interconnected into supernodes and further expanded into server clusters, providing massive computing resources to complete complex and numerous tasks. In the future, server clusters are expected to play an increasingly important role in the market to support the growing demand for large-scale computing power, which is difficult to meet with the deployment of individual servers alone.

In addition to hardware, software plays a crucial role in optimizing the performance of intelligent computing chips. It provides developers with the necessary tools and general deep learning frameworks to fully leverage the capabilities of the underlying hardware. Through software, developers can reconfigure to maximize computational utilization, improve data throughput, and ensure robust multi-chip interconnectivity, thereby improving the overall performance and efficiency of intelligent computing chips. Today, allowing developers to flexibly and continuously optimize performance through software has become a key competitive advantage for intelligent computing chip companies.

Typical Architecture of Intelligent Computing Solutions

| Layer | Components | |---|---| | Terminal Applications | | | Software | Training Frameworks / Inference Engines | | | Libraries | | | Programming Models | | | Compilers | | | Drivers | | | Tools | | Hardware | PCIe / OAM / Server / Server Clusters | | | GPGPU / ASIC / FPGA |

Source: CIC

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INDUSTRY OVERVIEW

Intelligent Computing Chip Value Chain

The intelligent computing chip industry value chain centers on intelligent computing chip suppliers, which are of critical importance as they directly influence chip performance and require deep engineering expertise and industry knowledge. They not only collaborate with multiple suppliers that provide supporting and manufacturing-related services to deliver their chips to end users, but also play an important role in leading the advancement of the entire industry. For example, top R&D personnel and engineers will leverage their expertise to work closely with value chain participants to jointly develop technologies and manufacture their chips, ultimately facilitating technological advancement within the industry.

Supporting service providers primarily include design service providers, IP and EDA (Electronic Design Automation) tool providers. Design service providers offer R&D services for various stages of chip development and provide outsourced management for subsequent manufacturing and packaging and testing. IP providers supply the core functional modules required to build chips. EDA tool providers supply automated software tools for chip design and verification, such as simulators, which can map and place a chip into a virtual environment that simulates the actual operating environment of the chip design.

The manufacturing process for realizing chip design comprises four main stages: chip fabrication, chip packaging and testing, PCIe card or OAM assembly and testing, and hardware system integration. Intelligent computing chip providers submit design layouts to foundries, which manufacture the chips accordingly. The chips are subsequently packaged to prevent physical damage and corrosion. Finally, the chips are assembled into PCIe cards and OAMs, then integrated into servers, and subjected to functional and performance testing.

End users typically come from vertical industries such as AI cloud services, AI solutions, energy and utilities, fintech, and the internet. As the audience for intelligent computing chips rapidly expands from a small number of industry pioneers to other later adopters, the coverage of end users is expected to broaden further in the future.

Intelligent Computing Chip Value Chain

| Stage | Design | Manufacturing | Application | |---|---|---|---| | | Intelligent Computing Chip Providers (with chip design capabilities) | | |

Design Service Providers

IP/EDA Tool Providers

Foundries

Chip Packaging and Testing Service Providers

Board Assembly and Testing Service Providers

Source: CIC

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System Integration Service Providers

Model Developers

Consumer Applications

Cloud Service Providers

Enterprise Applications

Data Centers

Vertical Applications

Industry Overview The Development Lifecycle of Intelligent Computing Chips is Lengthy and Complex

The chip design process is lengthy and can be broken down into specification definition, architecture design, front-end design, physical design, tape-out, and post-tape-out verification.

Specification Definition: First, chip designers need to specify requirements describing all interfaces between the design and its environment, including hardware and software specifications covering functionality, hardware module composition, interfaces, timing requirements, performance, and other physical design details (such as area and power).

Architecture Design: Architecture design is conducted after all specifications have been gathered. This step consists of behavioral and functional modeling that defines the overall chip architecture design, encompassing components such as combinational logic modules, data registers, buses, on-chip and off-chip memory, switching units, and finite state machines. Feasibility studies are conducted at this stage to evaluate different design options.

Front-End Design: Once the architecture is confirmed, a high-level model of the design will be established, and functional simulation and verification will be performed to ensure that functional and performance targets are met. Specific software tools are then used to integrate and convert the design into a gate-level netlist, which serves as a complete blueprint of the chip's logical structure, indicating all logic cells and their connections.

Physical Design: This process converts the gate-level netlist into a physical layout in which the circuit logic is mapped onto the silicon wafer. The physical design process typically requires multiple rounds of optimization and verification to ensure that electrical characteristics and logical functions are correct and that manufacturing process requirements are met.

Tape-Out: After chip design and verification are complete, a document containing detailed compositional information for each layer of the chip is sent to the foundry for manufacturing, packaging, and testing. Tape-out marks a key milestone in chip design, signifying that the design can be successfully converted into a physical product, paving the way for the chip's ultimate commercialization.

Post-Tape-Out Verification: Chips that have completed manufacturing must undergo rigorous testing in real-world scenarios to identify any potential errors or operational issues requiring correction. The purpose of post-tape-out verification is to ensure that the chip meets all requirements and operates correctly under actual operating conditions throughout the design lifecycle, enabling mass production and sale of the product.

Market Drivers of China's Intelligent Computing Chip Industry

Commercialization of AI Across Industries. In recent years, AI has been widely adopted across various vertical industries, such as the internet, telecommunications, manufacturing, finance, government, and public utilities. As the performance and functionality of AI products continue to improve, enterprises are increasingly willing to invest in AI applications to enhance operational quality and efficiency. In addition, AI has been integrated into people's daily lives, with a continuous increase in AI-enabled consumer-oriented products. As the foundation for AI applications, demand for computing power is also bound to

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Industry Overview increase, thereby driving growth in intelligent computing chips. The reportedly imminent surge in capital expenditure by cloud service providers — one of the largest consumers of intelligent computing chips — is a testament to this.

The Thriving AI Market Brings Enormous Incremental Computing Demand. The accelerating maturity and commercialization of AI technology is driving substantial growth in demand for intelligent computing power. As AI products evolve from experimental prototypes to large-scale real-world applications, computational requirements for training and inference have grown significantly. Since 2022, during the early stages of the LLM boom, pre-training of LLMs was the primary source of demand for intelligent computing chips. In 2024, the focus shifted from pre-training to post-training and multi-step logical reasoning, further stimulating demand for intelligent computing chips alongside pre-training. At the same time, the widespread deployment of AI applications has placed higher demands on inference accuracy and real-time response capabilities. These performance expectations have led to increasingly heavy inference workloads across various deployment environments. Demand for training and inference computing capabilities will remain elevated, continuing to drive the intelligent computing chip market.

Technological Advances. Advances in technologies such as architecture, process nodes, packaging, and software underpin the development of intelligent computing chips. Upgrades in architecture design and process nodes complement each other and are critical to delivering the latest chips that offer optimal computing power, energy efficiency, and interconnectivity. Advanced packaging technologies enable innovative design concepts (such as chiplets), which can effectively address challenges arising from the physical limitations of chips and demonstrate significant advantages in terms of cost, yield, and design flexibility. A well-developed software ecosystem, including easy-to-use configuration tools and the latest frameworks, ensures that applications can be executed efficiently on the latest hardware.

Favorable Policies. Over the past decade, the Chinese government has placed great importance on and provided steadfast support for the development of China's AI industry, which is regarded as one of the most strategically significant industries for China to maintain its leading position in global technological advancement. At the same time, the government has also provided strong support to the intelligent computing chip industry — the infrastructure for AI deployment — through capital investment, policy incentives, and other means. These support measures provide strong assurance and guidance for the flourishing development of China's AI and intelligent computing chip industries, while continuously enhancing the competitiveness and influence of the relevant technologies.

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Industry Overview The following table sets out the key policies for China's intelligent computing chip industry:

| Document Title | Executive Summary | |---|---| | Implementation Opinions on Promoting Innovation and Development of Future Industries | Accelerate breakthroughs in GPUs, low-latency cluster interconnect networks, heterogeneous resource management, and other technologies; advance the construction of ultra-large-scale intelligent computing centers to meet the iterative training and inference needs of large models. | | Guidelines for the Construction of National Data Infrastructure | Accelerate the promotion of green development and organic coordination of diverse heterogeneous computing power, including general-purpose computing power, intelligent computing power, and supercomputing power. | | Beijing Computing Infrastructure Construction Implementation Plan (2024–2027) | Provide support to enterprises that procure domestically produced GPUs for intelligent computing services, in proportion to their investment amount, with the aim of ensuring the security and controllability of intelligent computing resource supply. | | Several Policies of Beijing Economic and Technological Development Zone on Accelerating the Building of an AI-Native Industry Innovation Hub | For cloud service enterprises that procure products from domestic computing chip companies and list them on the computing scheduling platform of the development zone to provide services externally, a subsidy of up to 10% of the actual purchased domestically produced intelligent computing chip server portion of the purchase contract will be provided, with a cumulative maximum of RMB 10 million (万元) per project. | | Several Measures of Shanghai Municipality on Further Expanding the Application of Artificial Intelligence | Provide up to 10% construction support for autonomous intelligent computing facility deployment projects, to accelerate the cultivation of an autonomous artificial intelligence ecosystem. |

Market Trends in China's Intelligent Computing Chip Industry

Localization of Intelligent Computing Chips. Under U.S. export controls, Chinese companies face restrictions in procuring high-performance intelligent computing chips from overseas suppliers and in collaborating with partners outside mainland China (such as foundries, assembly and testing manufacturing service providers, IP and EDA suppliers, etc.). Although such restrictions may pose short-term challenges to the overall supply of intelligent computing chips in China, they also create opportunities for China to develop an independent intelligent computing chip industry. By upgrading technology and enhancing manufacturing capabilities, China is witnessing the localization of chip design and manufacturing, a trend that is expected to shape the future of China's intelligent computing chip industry in the long term.

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Industry Overview Growing Demand for End-to-End Solutions. In addition to hardware delivery, end-to-end intelligent computing chip companies also provide a full suite of products and services, including software development platforms, NRE development, deployment, and other services, making them the preferred choice for customers who lack AI development capabilities. As intelligent computing chips become more widespread, an increasing number of customers favor rapid and practical ready-to-use end-to-end intelligent computing solutions.

Independently Developed Software Ecosystems. An independently developed software ecosystem constitutes a strong competitive barrier for intelligent computing chip companies, because (i) they can maximize the performance potential of the underlying hardware through reconfiguration; and (ii) they establish a vibrant and continually enriched ecosystem with partners (such as customers, research institutions, and developers) and provide a large number of useful libraries, tools, frameworks, and customized resources for specific applications — all of which attract more developers and contributors. New entrants to the market typically offer software compatible with existing players. However, as their independently developed ecosystems continue to mature, they are expected to gradually reduce their reliance on existing ecosystems and achieve long-term substitution. For the foregoing reasons, it has become increasingly important and a long-term trend for Chinese intelligent computing chip providers to establish their own software ecosystems.

Heterogeneous Computing. China is increasingly in need of transitioning from complete reliance on imported intelligent computing chips to the widespread adoption of domestic chips. During this transition, heterogeneous computing (such as heterogeneous GPU collaborative training or inference) plays a vital role by integrating different chips from different suppliers into an architecture that optimizes performance and energy efficiency. This approach not only facilitates a seamless transition from dependence on foreign technology to autonomous technology, but also drives innovation, enabling China to meet the evolving demands of modern applications while ensuring the stability and continuity of its intelligent computing chip ecosystem.

Competitive Landscape of China's Intelligent Computing Chip Industry

Rankings in China's Intelligent Computing Chip Industry

The top participants in China's intelligent computing chip market are highly concentrated. In 2024, the top two players together accounted for 94.4% of market share. The remaining market is relatively fragmented, with more than 15 scaled participants, but none of them individually holds more than 1.0% of market share. Given the high entry barriers and limited capacity in the intelligent computing chip industry, companies with stronger technological competitiveness are expected to gradually capture greater market share. The table below sets out the ranking of China's intelligent computing chip market by revenue generated in 2024, based on data from CIC.

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Industry Overview Competitive Landscape of China's Intelligent Computing Chip Industry in 2024

| Ranking | Company | Primary Type of Intelligent Computing Chip | Market Share (by Revenue) (%) | |---|---|---|---| | 1 | Company A | GPGPU | 76.2% | | 2 | Company B | ASIC | 18.2% |

Source: Listed company annual reports, CIC

Notes: a. Company A is a GPU company headquartered in the United States, founded in 1993. It is a NASDAQ-listed company.

b. Company B is a semiconductor and device design company headquartered in China, founded in 2004. The company is a subsidiary of an ICT infrastructure construction and intelligent device company. It is a non-listed company.

China's GPGPU market reflects a similar competitive landscape, with fewer than ten scaled participants in 2024, and the top two players together accounting for 98.0% of market share. The table below sets out the ranking of China's GPGPU market by revenue generated in 2024, based on data from CIC.

Competitive Landscape of China's GPGPU Industry in 2024

| Ranking | Company | Market Share (by Revenue) (%) | |---|---|---| | 1 | Company A | 97.6% | | 2 | Company C | 0.4% |

Source: Listed company annual reports, CIC

Notes: a. Company C is a high-performance and adaptive computing company headquartered in the United States, founded in 1969. It is a NASDAQ-listed company.

In 2024, by revenue, Biren (壁仞) held market shares of 0.16% and 0.20% in China's intelligent computing chip market and GPGPU market, respectively. Looking ahead, according to CIC data, China's intelligent computing chip market is expected to reach USD 50.4 billion in 2025, and the GPGPU market is expected to reach USD 40.9 billion, with Biren projected to hold approximately 0.19% and 0.23% of market share in China's intelligent computing chip market and China's GPGPU market, respectively.

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Industry Overview Furthermore, given the continuously improving competitiveness of Chinese enterprises' intelligent computing chips, they are expected to capture a larger combined market share in the future, growing from approximately 20% in 2024 to approximately 60% in 2029.

Entry Barriers in the Intelligent Computing Chip Industry

Technological Capabilities. Chip design capability is the primary entry barrier for intelligent computing chip companies. The capability to develop and continuously iterate high-performance, high energy-efficiency, and cost-effective products closely aligned with customer needs can only be established through years of SoC engineering research, development, and technological accumulation. New entrants with limited experience may find it difficult to establish a competitive position in the market.

Ecosystem. In addition to hardware, a well-developed software ecosystem supports developers in optimizing chip performance for specific application scenarios, which increases switching costs for developers and provides an indispensable threshold for intelligent computing chips. This ecosystem not only provides developers with software and tools — such as AI model frameworks, computing interfaces, libraries, programming models, and compilers — but also brings together outstanding developers from around the world to exchange and share expertise, thereby improving the quality and versatility of the software and tools provided within the ecosystem. Building and nurturing an ecosystem for an intelligent computing chip company requires a significant investment of time and effort, and new entrants may therefore find this particularly challenging.

Customer Relationships. Securing benchmark customers and establishing stable customer relationships are major obstacles to entering the intelligent computing chip industry. Due to the difficulty and time involved in technology integration, system adaptation, and data migration, customers of intelligent computing chips face high switching costs. Moreover, establishing long-term partnerships with benchmark customers enables intelligent computing chip companies to understand customer needs, thereby gaining valuable market insights. New entrants find it difficult to accumulate customers and market intelligence in such an intensely competitive environment.

Talent Pool and Financial Strength. The intelligent computing chip industry is a highly technology-intensive sector that requires many skilled professionals in hardware and software engineering to drive technology development and innovation. Given the scarcity of such specialized talent, intelligent computing chip companies that successfully attract and retain technical talent hold a highly advantageous position in the market. In addition, intelligent computing chips typically require years of development prior to commercialization, necessitating substantial upfront financial investment, which can be a significant obstacle for new entrants.

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Industry Overview Sources of Information

We have commissioned CIC, an independent market research and consulting firm, to analyze the global and China intelligent computing chip market and compile a report (the "CIC Report"). CIC was established in Hong Kong and provides professional services including industry consulting, commercial due diligence, and strategic consulting. We have agreed to pay CIC a fee of RMB 800,000 for the preparation of the CIC Report. The preparation of the report has not been influenced by us or other interested parties. We have extracted certain information from the CIC Report in this section and in other sections of this prospectus to provide our potential investors with a more comprehensive introduction to the industry in which we operate.

During the preparation of the CIC Report, CIC conducted primary and secondary research and obtained knowledge, statistics, information, and industry insights regarding the global and China intelligent computing chip market. Primary research involved interviewing key industry experts and leading industry participants. Secondary research involved analyzing data from various public data sources.

The market forecasts in the CIC Report are based on the following assumptions: (i) the social, economic, and political environment globally and in China is expected to remain stable during the forecast period; (ii) the relevant key drivers are expected to support the continued growth of the global and China intelligent computing chip market throughout the forecast period; and (iii) there are no extreme force majeure events or unforeseen industry regulations that may have a material or fundamental impact on the industry. All forecasts regarding market size are based on overall economic conditions as of the latest practicable date. The exchange rate used is USD 1 to RMB 7.189, which, according to the official announcement of the National Bureau of Statistics, is the average exchange rate for 2024.

The Directors and the Joint Sponsors have exercised reasonable care in selecting and stating the sources of information referred to and in compiling, extracting, and reproducing such information, and confirm that, to their knowledge and belief, there has been no material omission from such information. Having made reasonable enquiries, the Directors confirm that, to the best of their knowledge, the market data presented in the CIC Report has not undergone any adverse change since the date of the report that would limit, contradict, or affect the information contained in this prospectus.

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Regulatory Overview

The information disclosed in this section pertains to relevant Chinese laws, regulations, and regulatory documents currently in effect as of the date of this prospectus that have a material impact on our business in China (hereinafter referred to as "PRC Laws"). Such laws, regulations, and regulatory documents may change in the future, but this section does not constitute a detailed analysis of PRC Laws relating to our business activities and operations in China, nor does it cover all PRC Laws applicable to our operations in China.

invests in sectors or industries on the negative list that are prohibited from investment, the relevant competent government authority shall order the foreign investor to cease investment activities, dispose of shares or assets within a specified time limit, or take other necessary measures to restore the state to what it was prior to the implementation of such investment, and confiscate illegal gains (if any). If a foreign investor's investment activities violate the special administrative measures for restricted foreign investment access as specified in the negative list, the relevant competent government authority shall order the investor to rectify within a specified time limit and take necessary measures to comply with the relevant requirements. If a foreign investor fails to rectify within the specified time limit, the legal consequences applicable to foreign investors investing in prohibited sectors or industries as described above shall apply.

The Foreign Investment Law Interpretation provides guidance on issues relating to the validity and enforceability of foreign investment-related agreements (such as shareholder agreements, share transfer agreements, and project contracts that may arise under the negative list management system for foreign investment), and foreign investment agreements that violate the negative list management system may be invalid.

Pursuant to the Foreign Investment Law, the Foreign Investment Law Implementation Regulations, and the "Measures for Reporting Foreign Investment Information" (《外商投资信息报告办法》), jointly promulgated by the Ministry of Commerce and the State Administration for Market Regulation and effective January 1, 2020, a foreign investment information reporting mechanism shall be established, under which foreign investors or foreign-invested enterprises shall report investment information to competent commerce authorities through the enterprise registration system and the enterprise credit information publicity system, and market regulation authorities shall promptly transmit such investment information to competent commerce authorities. In addition, the Ministry of Commerce shall establish a foreign investment information reporting system to promptly receive and process investment information transmitted by market regulation authorities as well as information shared between departments. Foreign investors or enterprises must report investment information by submitting initial reports, change reports, cancellation reports, and annual reports.

For foreign investments that affect or may affect national security, a security review shall be conducted in accordance with the "Measures for the Security Review of Foreign Investment" (《外商投资安全审查办法》), promulgated by the NDRC and the Ministry of Commerce on December 19, 2020 and effective January 18, 2021. Pursuant to the "Measures for the Security Review of Foreign Investment," a Working Mechanism Office for Security Review of Foreign Investment (the "Working Mechanism Office") has been established to handle the day-to-day work of foreign investment security reviews. In addition, for foreign investments in military and national defense-related sectors or in areas surrounding military facilities, or investments in enterprises in certain important sectors related to national security (such as important agricultural products, important energy and resources, major equipment manufacturing, important infrastructure, important transportation services, important cultural products and services, important information technology and internet products and services, important financial services, and key technology sectors)

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Regulatory Overview

where the foreign investor obtains actual control over the invested enterprise, the foreign investor or the relevant Chinese parties to such foreign investment shall proactively file a declaration with the Working Mechanism Office prior to implementing the investment, and shall not implement the foreign investment before the Working Mechanism Office decides whether a security review is required. "Actual control" means circumstances where the foreign investor (i) holds 50% or more of the equity interests in the target enterprise; (ii) even if holding less than 50% of the equity interests in the target enterprise, its voting rights may have a significant influence on the resolutions of the board of directors, shareholders' meeting, or general meeting of the target enterprise; or (iii) has a significant influence on the operational decisions, personnel, finances, or technology of the target enterprise. Failure to comply with the filing requirements may result in an order to file within a specified time limit, and if the filing is refused, an order to dispose of equity interests or assets or take other necessary measures to restore the state to what it was prior to the implementation of the foreign investment and to eliminate the impact on national security.

Regulations Relating to Intellectual Property

Patents

Pursuant to the "Patent Law of the People's Republic of China" (《中华人民共和国专利法》) (the "Patent Law"), promulgated by the Standing Committee of the National People's Congress on March 12, 1984, most recently amended on October 17, 2020 and effective June 1, 2021, and the "Implementing Regulations of the Patent Law of the People's Republic of China" (《中华人民共和国专利法实施细则》) (the "Patent Law Implementing Regulations"), promulgated by the State Council on June 15, 2001, most recently amended on December 11, 2023 and effective January 20, 2024, the patent administration authority under the State Council (i.e., the China National Intellectual Property Administration (CNIPA)) is responsible for administering patents in China. The patent administration authorities of provincial, autonomous region, and municipal governments are responsible for administering patents within their respective administrative regions. The Patent Law and the Patent Law Implementing Regulations provide for three types of patents: "inventions," "utility models," and "designs." The term of an invention patent is twenty years, the term of a design patent is fifteen years, and the term of a utility model patent is ten years, each calculated from the date of filing the application. Pursuant to the "Measures for the Registration of Patent Implementation License Contracts" (《专利实施许可合同备案办法》), promulgated by CNIPA on June 27, 2011 and effective August 1, 2011, CNIPA is responsible for the registration of patent implementation license contracts nationwide. The parties shall complete registration within three months from the date on which the patent implementation license contract takes effect. China's patent system follows the "first-to-file" principle, meaning that if more than one person applies for a patent for the same invention, the person who files first will be granted the patent right. Inventions and utility models for which patents are granted must satisfy three criteria: novelty, inventiveness, and practical applicability. Third parties must obtain the consent of or an appropriate license from the patent holder before using a patent. Otherwise, use of a patent will constitute infringement of the patent right.

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Regulatory Overview

Trademarks

Pursuant to the "Trademark Law of the People's Republic of China" (《中华人民共和国商标法》) (the "Trademark Law"), promulgated by the Standing Committee of the National People's Congress on August 23, 1982, most recently amended on April 23, 2019 and effective November 1, 2019, and the "Regulations for the Implementation of the Trademark Law of the People's Republic of China" (《中华人民共和国商标法实施条例》), promulgated by the State Council on August 3, 2002, amended on April 29, 2014 and effective May 1, 2014, registered trademarks in China include commodity trademarks, service trademarks, collective trademarks, and certification trademarks.

The Trademark Office of the China National Intellectual Property Administration (the "Trademark Office") is responsible for the registration and administration of trademarks nationwide in China. The term of a registered trademark is ten years. If continued use of the registered trademark is required upon expiration of the term, renewal may be applied for once every ten years. Applications for renewal of registration shall be submitted within twelve months prior to the expiration of the registration term. A trademark registrant may, by signing a trademark license contract, authorize others to use its registered trademark. Trademark license contracts must be filed with the Trademark Office for the record. The licensor shall supervise the quality of goods bearing its registered trademark by the licensee. The licensee shall guarantee the quality of goods bearing the registered trademark. The Trademark Law follows the "first-to-file" principle for trademark registration. If the trademark applied for registration is identical or similar to a trademark already registered or preliminarily approved by another person on the same or similar goods, the application for registration of such trademark may be rejected. An application for trademark registration shall not damage the existing prior rights of others, nor shall it be used to register by improper means a trademark already in use by another person and having "a certain influence."

Copyrights

Pursuant to the "Copyright Law of the People's Republic of China" (《中华人民共和国著作权法》), promulgated by the Standing Committee of the National People's Congress on September 7, 1990, most recently amended on November 11, 2020 and effective June 1, 2021, and the "Regulations for the Implementation of the Copyright Law of the People's Republic of China" (《中华人民共和国著作权法实施条例》), promulgated by the State Council on August 2, 2002, most recently amended on January 30, 2013 and effective March 1, 2013, Chinese citizens, legal persons, or other organizations enjoy copyright in their works (including works of literature, art, natural science, social science, engineering technology, and computer software) regardless of whether the works have been published.

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REGULATORY OVERVIEW

Integrated Circuit Layout Designs

Pursuant to the Regulations on Protection of Layout Designs of Integrated Circuits (the "Protection Regulations") promulgated by the State Council on April 2, 2001 and effective October 1, 2001, the right holder of an integrated circuit layout design enjoys exclusive rights over such design. Exclusive rights over layout designs arise upon registration with the intellectual property administrative authority of the State Council. Layout designs that have not been registered are not protected under the Protection Regulations. The term of protection for exclusive rights over layout designs is 10 years, calculated from the date of application for registration of the layout design or the date on which the layout design was first commercially exploited anywhere in the world, whichever is earlier. However, regardless of whether a layout design has been registered or commercially exploited, it shall no longer be protected under the Protection Regulations 15 years after the date of its creation.

Computer Software

The Regulations on Protection of Computer Software, promulgated by the State Council on December 20, 2001, last amended on January 30, 2013 and effective March 1, 2013, provide that Chinese citizens, legal persons or other organizations enjoy copyright in software they develop, regardless of whether such software has been published. Software copyright holders enjoy the rights of publication, authorship, modification, reproduction, distribution, rental, dissemination via information networks, translation, and other rights that should be enjoyed by the software copyright holder.

The Measures for Computer Software Copyright Registration, promulgated by the National Copyright Administration on February 20, 2002 and last amended on June 18, 2004, set out provisions on the registration of software copyrights and the registration of exclusive licence contracts and assignment contracts for software copyrights. The National Copyright Administration administers software copyright registration, and the Copyright Protection Centre of China has been designated as the software registration authority. The Copyright Protection Centre of China issues registration certificates to applicants for computer software copyright who meet the relevant requirements.

Domain Names

Pursuant to the Administrative Measures on Internet Domain Names, promulgated by the Ministry of Industry and Information Technology on August 24, 2017 and effective November 1, 2017, domain name registration is handled through domain name registration service agencies established in accordance with relevant regulations, and the applicant becomes the domain name holder upon successful registration. Domain name registration also follows the principle of "first come, first served." The Notice of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names by Internet Information Service Providers, promulgated on November 27, 2017 and effective January 1, 2018, sets out the obligations of internet information service providers and other entities in combating terrorism and maintaining cybersecurity.

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REGULATORY OVERVIEW

Regulations on Product Quality

Pursuant to the Product Quality Law of the People's Republic of China, promulgated by the Standing Committee of the National People's Congress on February 22, 1993 and last amended on December 29, 2018, the market supervision and administration authority of the State Council is responsible for supervising product quality nationwide, and producers are prohibited from producing or selling products that do not conform to the standards and requirements for safeguarding human health and the safety of persons and property. Products must not contain unreasonable dangers to personal or property safety. Where damage to a person or another party's property is caused by a product defect, the victim may claim compensation from the producer of the product or from the seller of the product. Where a producer or seller produces or sells substandard products, it may be ordered to cease production or sales, have the illegally produced or sold products confiscated, and/or be subject to a fine; where illegal gains have been made, such gains shall also be confiscated; in serious cases, the business licence may be revoked.

Regulations on Import and Export

The Standing Committee of the National People's Congress promulgated the Foreign Trade Law of the People's Republic of China on May 12, 1994, which was last amended on December 30, 2022 and became effective on the same date. Prior to December 30, 2022, foreign trade operators engaged in the import and export of goods or technology were required to complete filing and registration with the Ministry of Commerce (formerly known as the Ministry of Foreign Trade and Economic Cooperation) or institutions authorized by the Ministry of Commerce. However, pursuant to the latest amendment to that law, such filing and registration procedures are no longer required as of December 30, 2022.

Pursuant to the Customs Law of the People's Republic of China, adopted by the Standing Committee of the National People's Congress on January 22, 1987, last amended on April 29, 2021 and effective on the same date, the General Administration of Customs of the People's Republic of China (the "General Administration of Customs") is the supervisory and administrative authority for goods entering and leaving the territory of the country. The customs authorities supervise and inspect means of transport, goods, baggage items, postal items and other items entering or leaving the territory in accordance with relevant laws and administrative regulations, collect customs duties and other taxes and fees, investigate and combat smuggling, and compile customs statistics and handle other customs business. Customs declaration entities refer to importers and exporters of goods and customs declaration enterprises that are registered with the customs authorities. Importers and exporters of goods may handle customs declaration and inspection formalities themselves, or may entrust customs declaration enterprises to do so on their behalf, and shall complete filing procedures with the entry-exit inspection and quarantine authorities in accordance with the law.

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REGULATORY OVERVIEW

Pursuant to the Provisions of the General Administration of Customs of the People's Republic of China on the Administration of Filing of Customs Declaration Entities, promulgated by the General Administration of Customs on November 19, 2021 and effective January 1, 2022, customs declaration entities refer to importers and exporters of goods and customs declaration enterprises that are filed with the customs authorities pursuant to these provisions. Importers and exporters of goods and customs declaration enterprises applying for filing shall have obtained market entity qualifications; in addition, importers and exporters of goods applying for filing shall also have obtained filing as foreign trade operators. Pursuant to the Notice of the Enterprise Management and Audit Department of the General Administration of Customs on Matters Relating to the Filing of Importers and Exporters of Goods, promulgated on January 3, 2023 and effective on the same date, importers and exporters of goods applying for filing shall have obtained market entity qualifications, and are no longer required to obtain filing as foreign trade operators.

Pursuant to the Regulations of the People's Republic of China on Administration of Import and Export of Technologies, promulgated by the State Council on December 10, 2001, last amended on November 29, 2020 and effective on the same date, the import and export of technology includes the transfer of patent rights, transfer of patent application rights, licensing of patent implementation, transfer of technical secrets, technical services and other forms of technology transfer. Technologies that are prohibited from import or export shall not be imported or exported. Technologies subject to restricted import or export shall be administered by means of a licensing system and may not be imported without the permission of the competent authority for foreign trade and economic cooperation. Technologies not falling within either of the above two categories may be freely imported and exported, but shall be subject to contract registration administration by the competent authority for foreign trade and economic cooperation.

Regulations on Taxation

Taxes on Securities Holders

Income tax and capital gains tax on H Share holders are subject to the laws and practices of China and the jurisdictions in which the H Share holders are residents or are otherwise liable to taxation. The following summary of certain relevant tax provisions is based on current effective Chinese laws and practices, and does not predict any changes or adjustments to such laws or practices, nor does it offer any opinion or recommendation in this regard. The discussion is not intended to cover all tax consequences that may arise from an investment in H Shares, nor does it take into account the specific circumstances of any individual investor, some of which may be subject to special rules. Accordingly, you should consult your tax adviser regarding the tax consequences of investing in H Shares. The discussion is based on current Chinese laws and relevant interpretations in effect as of the date of this prospectus, which may be subject to change or adjustment. Prospective investors are urged to consult their financial advisers regarding the Chinese and other tax consequences of holding and disposing of H Shares.

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REGULATORY OVERVIEW

Taxes on Dividends

Individual Investors

Pursuant to the Individual Income Tax Law of the People's Republic of China, last amended by the Standing Committee of the National People's Congress on August 31, 2018 and effective January 1, 2019, and the Implementing Regulations of the Individual Income Tax Law of the People's Republic of China, last amended by the State Council on December 18, 2018 and effective January 1, 2019, dividends distributed by Chinese enterprises are subject to individual income tax at a uniform rate of 20%. Foreign individuals who are non-Chinese residents and who receive dividends from Chinese enterprises are generally subject to individual income tax at 20%, unless a special exemption is granted by the State Council's tax authority or a reduction is available under an applicable tax treaty. Pursuant to the Notice on Certain Policy Issues Concerning Individual Income Tax (Cai Shui Zi [1994] No. 020) promulgated and effective on May 13, 1994 by the Ministry of Finance and the State Taxation Administration (the "State Taxation Administration"), individual income tax is temporarily exempted on dividends and bonuses received by foreign individuals from foreign-invested enterprises. Pursuant to the Notice of the State Council on Forwarding the Opinions of the National Development and Reform Commission and Other Departments on Deepening the Reform of the Income Distribution System promulgated by the State Council on February 3, 2013, dividends and bonuses received by foreign individuals from foreign-invested enterprises are no longer exempt from individual income tax, although subsequent iterations of the Individual Income Tax Law of the People's Republic of China and related tax regulations do not explicitly address this matter.

Corporate Investors

Pursuant to the Enterprise Income Tax Law and the Implementing Regulations of the Enterprise Income Tax Law of the People's Republic of China, promulgated by the State Council on December 6, 2007, effective January 1, 2008 and last amended on December 6, 2024, non-resident enterprises that have not established institutions or premises in China, or that have established institutions or premises in China but whose income has no actual connection with such institutions or premises, shall pay enterprise income tax at a rate of 10% on their income derived from within China (including dividends received from shares issued by Chinese resident enterprises in Hong Kong (China)). The aforementioned enterprise income tax payable by non-resident enterprises shall be withheld at source, with the payer as the withholding agent, and the tax shall be withheld by the withholding agent from each payment or payment due at the time of each payment or when payment becomes due. Withholding tax may be reduced or exempted pursuant to applicable agreements or arrangements on the avoidance of double taxation.

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REGULATORY OVERVIEW

The Notice on Issues Relating to the Withholding and Payment of Enterprise Income Tax by Chinese Resident Enterprises When Distributing Dividends to Overseas H Share Non-Resident Enterprise Shareholders (Guo Shui Han [2008] No. 897), promulgated and implemented by the State Taxation Administration on November 6, 2008, further clarified that when Chinese resident enterprises distribute dividends for the year 2008 and subsequent years to overseas H Share non-resident enterprise shareholders, enterprise income tax shall be withheld and paid at a uniform rate of 10%. In addition, the Reply on Issues Concerning the Levy of Enterprise Income Tax on Dividends Received by Non-Resident Enterprises from B Shares and Other Shares (Cai Shui Han [2009] No. 394), promulgated by the State Taxation Administration on July 24, 2009 and effective on the same date, further provides that any Chinese resident enterprise whose shares are listed on an overseas stock exchange shall withhold and pay enterprise income tax at a uniform rate of 10% when distributing dividends for the year 2008 and subsequent years to non-resident enterprise shareholders. The above tax rates may be further varied pursuant to applicable tax treaties or arrangements concluded between China and the relevant jurisdiction (if any).

Pursuant to the Arrangement Between the Mainland 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 (the "Arrangement"), signed by the State Taxation Administration and the Government of the Hong Kong Special Administrative Region on August 21, 2006, the Chinese government may levy tax on dividends paid by Chinese companies to Hong Kong (China) residents (including resident individuals and resident entities), but such tax shall not exceed 10% of the total amount of dividends payable by the Chinese company, unless a Hong Kong (China) resident directly holds 25% or more of the equity in a Chinese company, in which case such tax shall not exceed 5% of the total amount of dividends payable by that Chinese company. The Fifth Protocol to the Arrangement Between the Mainland 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, effective December 6, 2019, sets out provisions regarding eligibility for treaty benefits. Notwithstanding other provisions of the Arrangement, if, having regard to all relevant facts and circumstances, it is reasonable to conclude that one of the principal purposes of any arrangement or transaction that directly or indirectly results in a benefit under the Arrangement was to obtain that benefit, then that benefit shall not be granted in respect of the relevant income, unless it can be established that granting the benefit in such circumstances is in accordance with the object and purpose of the relevant provisions of the Arrangement. The implementation of dividend provisions under tax treaties must also comply with Chinese tax laws and regulations, including the Notice of the State Taxation Administration on Issues Relating to the Implementation of the Dividend Clauses in Tax Treaties (Guo Shui Han [2009] No. 81).

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REGULATORY OVERVIEW

Tax Treaties

Non-Chinese resident investors residing in jurisdictions that have concluded agreements or arrangements with China for the avoidance of double taxation may be entitled to reductions in Chinese enterprise income tax on dividends received from Chinese enterprises. China currently has concluded agreements or arrangements for the avoidance of double taxation with a number of countries and regions, including Hong Kong (China), Macau (China), Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States, among others. Non-Chinese resident enterprises entitled to preferential tax rates under applicable tax treaties or arrangements must apply to the Chinese tax authorities for a refund of enterprise income tax paid in excess of the treaty rate, and such refund applications are subject to approval by the Chinese tax authorities.

Taxes on Share Transfers

Income Tax

Individual Investors

Share Capital

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According to the Individual Income Tax Law of the People's Republic of China and its implementing regulations, gains from the sale of equity interests in Chinese resident enterprises are subject to individual income tax at a rate of 20%.

According to the Notice on Continuing the Temporary Exemption from Individual Income Tax on Income Derived by Individuals from Transfer of Shares (Cai Shui Zi [1998] No. 61), issued by the Ministry of Finance and the State Administration of Taxation on March 30, 1998 and effective on the same date, income derived by individuals from the transfer of shares in listed companies has continued to be temporarily exempt from individual income tax from January 1, 1997. In the newly revised Individual Income Tax Law of the People's Republic of China, the State Administration of Taxation has not explicitly stipulated whether the exemption from individual income tax on income derived by individuals from the transfer of shares in listed companies will continue to apply.

In addition, the Notice on Issues Concerning the Levy of Individual Income Tax on Income Derived by Individuals from Transfer of Restricted Shares of Listed Companies (Cai Shui [2009] No. 167), jointly issued by the Ministry of Finance, the State Administration of Taxation, and the China Securities Regulatory Commission and implemented on January 1, 2010, provides that individual income tax shall continue to be exempt on income derived by individuals from the transfer, on the Shanghai Stock Exchange and Shenzhen Stock Exchange, of shares in listed companies obtained through public offerings and the transfer market of listed companies, but excluding the relevant restricted shares as defined in the Supplementary Notice on Issues Concerning the Levy of Individual Income Tax on Income Derived by Individuals from Transfer of Restricted Shares of Listed Companies (Cai Shui [2010] No. 70), jointly issued by the same three authorities and implemented on November 10, 2010. As of the Latest Practicable Date, the above regulations do not explicitly stipulate whether individual income tax is to be levied on gains derived by non-Chinese resident individuals from the transfer of shares in Chinese resident enterprises listed on overseas stock exchanges (such as the Hong Kong Stock Exchange).

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Regulatory Overview

Corporate Investors

Pursuant to the Enterprise Income Tax Law and its implementing regulations, non-resident enterprises that have not established institutions or premises in China, or that have established institutions or premises in China but whose income has no actual connection with such institutions or premises, shall pay enterprise income tax at a rate of 10% on their income sourced from within China (including gains from the sale of equity interests in Chinese resident enterprises). The enterprise income tax payable by non-resident enterprises on the aforementioned income is subject to withholding at source, with the payer acting as the withholding agent; the tax shall be withheld by the withholding agent from each payment or payment due, at the time of each payment or when payment becomes due. Such withholding tax may be reduced or exempted pursuant to applicable tax treaties or agreements for the avoidance of double taxation.

Value-Added Tax

Pursuant to the Notice on Comprehensively Promoting the Pilot Program of the Collection of Value-Added Tax in Lieu of Business Tax (Cai Shui [2016] No. 36), effective from May 1, 2016, entities and individuals selling services within China are required to pay value-added tax, with sales of services within China referring to situations where either the seller or the purchaser of taxable services is located within China. The notice also stipulates that for general or foreign value-added tax taxpayers, the transfer of financial products (including the transfer of ownership of negotiable securities) is subject to value-added tax at a rate of 6% on taxable income (i.e., the balance of the selling price after deducting the purchase price). However, Annex 3 to the notice (i.e., the Provisions on Transitional Policies for the Pilot Program of the Collection of Value-Added Tax in Lieu of Business Tax) provides that individuals are exempt from value-added tax on the transfer of financial products.

Stamp Duty

Pursuant to the Stamp Duty Law of the People's Republic of China, promulgated by the Standing Committee of the National People's Congress on June 10, 2021 and effective from July 1, 2022, entities and individuals that execute taxable instruments or conduct securities transactions within China, or that execute taxable instruments or conduct securities transactions outside China but use such taxable instruments within China, shall be liable to pay stamp duty.

Inheritance Tax

As of the Latest Practicable Date, inheritance tax has not yet been levied in China.

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Regulatory Overview

Principal Taxes Applicable to the Company in China

Enterprise Income Tax

The Enterprise Income Tax Law and its implementing regulations are the primary laws and regulations governing enterprise income tax in China. Pursuant to the Enterprise Income Tax Law and its implementing regulations, enterprises are classified as resident enterprises and non-resident enterprises. A resident enterprise refers to an enterprise established in China in accordance with Chinese law, or an enterprise established in accordance with the laws of a foreign country (region) but whose actual management body is located in China. A non-resident enterprise refers to an enterprise established in accordance with the laws of a foreign country (region) whose actual management body is not located in China, but which has established institutions or premises in China, or which has not established institutions or premises in China but has income sourced from within China. A uniform income tax rate of 25% applies to all resident enterprises and non-resident enterprises that have established institutions or premises in China, where the relevant income of such resident enterprises and non-resident enterprises is sourced from their institutions or premises established in China, or arises outside China but has an actual connection with their established institutions or premises. Non-resident enterprises that have not established institutions or premises in China, or that have established institutions or premises in China but whose income has no actual connection with such institutions or premises, shall pay enterprise income tax at a rate of 10% on their income sourced from within China.

Value-Added Tax

On July 31, 2025, the Supreme People's Court of the People's Republic of China promulgated the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Labour Dispute Cases (II) ("Interpretation II"), to take effect from September 1, 2025. Pursuant to the provisions of Interpretation II, both employers and employees have a statutory obligation to participate in social insurance. Any arrangement to circumvent participation in social insurance, whether a unilateral commitment or a bilateral agreement, shall be deemed invalid. In addition, Interpretation II explicitly provides that where an employee terminates the labour contract on the grounds that the employer has failed to contribute to social insurance in accordance with the law and claims severance pay from the employer, the People's Court shall support such claim.

Pursuant to the Notice on Further Facilitating Cross-Border Trade and Investment (Huifa [2019] No. 28) issued by SAFE on October 23, 2019, effective on the same date, and most recently amended on December 4, 2023, the restriction on domestic equity investment using capital funds of non-investment foreign-invested enterprises has been abolished. In addition, the restrictions on the use of funds in domestic asset realization accounts for settlement and the restrictions on the use and settlement of foreign investor margin funds have been relaxed. Eligible enterprises in pilot regions are permitted to use capital account proceeds — including capital contributions, foreign debt, and overseas listing proceeds — for domestic payments without being required to provide banks with prior authenticity certification materials, provided that the use of such funds is genuine, compliant, and in accordance with the current regulations governing the use of capital account proceeds.

Pursuant to the Notice of the State Administration of Foreign Exchange on Optimizing Foreign Exchange Administration to Support the Development of Foreign-Related Business (Huifa [2020] No. 8) issued by SAFE and effective June 1, 2020, eligible enterprises are permitted, on the premise that the use of funds is genuine, compliant, and in accordance with the current regulations governing the use of capital account proceeds, to use capital account proceeds — including capital contributions, foreign debt, and overseas listing proceeds — for domestic payments without being required to provide banks with prior authenticity certification materials on a transaction-by-transaction basis. Handling banks shall follow the principle of prudent business operations to manage the risks associated with the relevant business, and shall conduct post-facto spot checks in accordance with relevant requirements. Local foreign exchange authorities shall strengthen monitoring, analysis, and ex-post supervision.

Pursuant to the Notice on Further Deepening Reform to Promote the Facilitation of Cross-Border Trade and Investment (Huifa [2023] No. 28) issued by SAFE on December 4, 2023, and effective on the same date, eligible high-tech enterprises, "specialized, refined, distinctive, and innovative" (专精特新) enterprises, and technology-based small and medium-sized enterprises located in Shanghai and certain other regions may independently borrow foreign debt up to the equivalent of USD 10 million. The restriction that the cumulative amount of preliminary expenses remitted overseas by domestic enterprises for direct overseas investment shall not exceed the equivalent of USD 3 million has been abolished, provided that the cumulative amount remitted shall not exceed 15% of the total proposed investment amount by the Chinese party. In addition, the domestic asset realization account under capital accounts has been adjusted to a capital account settlement account. Domestic equity transferors (including institutions and individuals) who receive equity transfer consideration paid in foreign currency by domestic entities, as well as foreign exchange funds raised by domestic enterprises through overseas listings, may be directly remitted into the capital account settlement account. Funds in the capital account settlement account may be settled and used at the institution's discretion. Domestic equity transferors who receive equity transfer consideration paid in Renminbi proceeds from settlement (sourced from directly settled proceeds or Renminbi funds in settlement pending payment accounts) by foreign-invested enterprises may have such funds directly transferred to the Renminbi account of the domestic equity transferor.

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Regulatory Overview

Regulations on Cybersecurity and Data Security

In recent years, the Chinese government has proposed or promulgated a number of new measures and regulations concerning cybersecurity and data security.

On July 1, 2015, the Standing Committee of the National People's Congress promulgated the National Security Law of the People's Republic of China (the "National Security Law"), which became effective on the same date. The National Security Law provides that China shall establish a network and information security protection system and enhance its capacity to protect network and information security, with a view to achieving security and control over core technologies in cyberspace and information, key infrastructure, and information systems and data in important sectors. In addition, a national security review and oversight system shall be established to conduct reviews of (among other things) foreign investment, critical technologies, network information technology products and services, and other major activities that affect or may affect China's national security.

On November 7, 2016, the Standing Committee of the National People's Congress promulgated the Cybersecurity Law of the People's Republic of China (the "Cybersecurity Law"), which was most recently amended on October 28, 2025 and will come into effect on January 1, 2026. The Cybersecurity Law applies to the construction, operation, maintenance, and use of networks within China, as well as to the supervision and administration of cybersecurity. Non-compliance with the Cybersecurity Law

Business

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the provisions of the Data Security Law may result in the network service provider being ordered to make corrections, given warnings, fined, having their business suspended, having their websites shut down, or having their business licenses or operating licenses revoked.

On June 10, 2021, the Standing Committee of the National People's Congress promulgated the Data Security Law of the People's Republic of China (the "Data Security Law"), which came into effect on September 1, 2021. The Data Security Law regulates the data security of entities and individuals engaged in data processing activities. The Data Security Law also implements a classification and grading protection system for data based on the degree of importance in economic and social development, as well as the degree of harm that would be caused to national security, public interests, or the legitimate rights and interests of individuals or organizations if such data were to be tampered with, destroyed, leaked, or illegally obtained or used. Appropriate protective measures shall be taken for various categories of data. Violations of

Business

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Data Security Law may be ordered to cease illegal activities, receive warnings, be fined, have business operations suspended, or have business licenses or operational permits revoked, and the directly responsible supervisory personnel or other directly responsible persons may also be subject to fines.

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Regulatory Overview

On July 30, 2021, the State Council promulgated the Regulations on the Security Protection of Critical Information Infrastructure, which took effect on September 1, 2021. According to these regulations, "critical information infrastructure" refers to important network facilities and information systems in key industries such as public communications and information services, as well as other important network facilities and information systems that, once damaged, rendered dysfunctional, or subject to data leakage, may seriously jeopardize national security, the national economy and people's livelihoods, or the public interest. If an operator is identified as an operator of critical information infrastructure, the competent authority must promptly notify the relevant operator.

On December 28, 2021, the Cyberspace Administration of China ("CAC"), together with several other Chinese government departments, promulgated the Measures for Cybersecurity Review, replacing the previous version, which took effect on February 15, 2022. According to these measures, critical information infrastructure operators procuring network products and services, or network platform operators conducting data processing activities that affect or may affect national security, shall be subject to cybersecurity review. In addition, network platform operators holding personal information of more than one million users must pass a cybersecurity review before listing abroad. If the competent government authorities determine that an operator's network products or services or data processing activities affect or may affect national security, such authorities may also conduct a cybersecurity review of such operators. The Measures for Cybersecurity Review stipulate that violators shall bear legal consequences under the Cybersecurity Law and the Data Security Law.

On December 8, 2022, the Ministry of Industry and Information Technology issued the Measures for Data Security Management in the Field of Industry and Information Technology (Trial), which took effect on January 1, 2023. These measures stipulate that data in the field of industry and information technology is classified into three levels: general data, important data, and core data. Data processors in the field of industry and information technology are required to file their catalogues of important data and core data with the local industry regulatory authorities. In addition, the measures specify the processing requirements throughout the data lifecycle according to data classification. In the event of any violation of these measures, data processors shall bear corresponding liability in accordance with the relevant measures and other applicable laws and administrative regulations.

On September 24, 2024, the CAC promulgated the Regulations on Network Data Security Management, which took effect on January 1, 2025. These regulations aim to regulate network data processing activities, safeguard network data security, promote the lawful, reasonable, and effective use of network data, protect the legitimate rights and interests of individuals and organizations, and maintain national security and public interests. The regulations set out general requirements and provisions for network data security, further clarify rules relating to personal information protection, and improve the mechanism for managing important data.

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Regulatory Overview

Meanwhile, Chinese regulatory authorities have also strengthened supervision and regulation of cross-border data transfers.

On July 7, 2022, the CAC promulgated the Measures for Security Assessment of Cross-border Data Transfers, which took effect on September 1, 2022. These measures require that data processors providing data to overseas recipients must apply to the CAC through the provincial-level CAC office in their locality for a security assessment of cross-border data transfers in any of the following circumstances: (i) the data processor provides important data to overseas recipients; (ii) critical information infrastructure operators and data processors handling personal information of more than one million individuals provide personal information to overseas recipients; (iii) data processors who have cumulatively provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals to overseas recipients since January 1 of the preceding year provide personal information to overseas recipients; and (iv) other circumstances stipulated by the CAC that require application for a security assessment of cross-border data transfers. Furthermore, on March 22, 2024, the CAC published the Provisions on Promoting and Regulating Cross-border Data Flows, which set out circumstances under which enterprises are exempt from applying for a security assessment of cross-border data transfers, obtaining personal information protection certification, or entering into standard contracts for the export of personal information, including: where cross-border human resources management is conducted in accordance with lawfully formulated labor rules and regulations and lawfully executed collective contracts, and it is truly necessary to provide employees' personal information to overseas recipients; and where data processors other than critical information infrastructure operators have cumulatively provided personal information of fewer than 100,000 individuals (excluding sensitive personal information) to overseas recipients since January 1 of the current year. The provisions also clarify that where data has not been identified or publicly released as important data by the relevant authorities or regions, data processors are not required to declare it as important data when applying for a security assessment of cross-border data transfers.

Regulations on Anti-Unfair Competition and Anti-Monopoly

Anti-Unfair Competition

Pursuant to the Law of the People's Republic of China on Anti-Unfair Competition, promulgated by the Standing Committee of the National People's Congress on September 2, 1993, and most recently amended on June 27, 2025, unfair competition refers to acts committed by business operators in their production and business activities that violate the provisions of this law, disrupt the order of market competition, and damage the legitimate rights and interests of other business operators or consumers. Business operators engaged in production and business activities shall adhere to the principles of voluntariness, equality, fairness, and good faith, and shall comply with laws and business ethics.

Anti-Monopoly

Pursuant to the Anti-Monopoly Law of the People's Republic of China ("Anti-Monopoly Law"), promulgated by the Standing Committee of the National People's Congress on August 30, 2007, most recently amended on June 24, 2022, and effective August 1, 2022, monopolistic conduct includes any monopoly agreement reached by business operators, any abuse of a dominant market position by business operators, and concentrations of business operators that have or may have the effect of eliminating or

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Regulatory Overview

restricting competition. Specifically, business operators with a competitive relationship shall not enter into monopoly agreements that eliminate or restrict competition, including agreements to jointly boycott transactions, fix or change commodity prices, restrict the quantity of production or sales of commodities, or divide sales markets or raw material procurement markets, unless such agreements qualify for exemptions under the Anti-Monopoly Law, such as for the purpose of improving technology, enhancing the operational efficiency and competitiveness of small and medium-sized enterprises, or safeguarding legitimate interests in foreign trade and foreign economic cooperation.

Regulations on Overseas Securities Offerings, Listings, and Full Circulation

On February 17, 2023, the China Securities Regulatory Commission ("CSRC") promulgated the Trial Measures. The Trial Measures reformed the regulatory system for overseas securities offerings and listings by domestic enterprises into a filing-based system. According to the Trial Measures, overseas offerings and listings are prohibited in any of the following circumstances: (i) such offerings and listings are explicitly prohibited by laws, administrative regulations, or relevant state provisions; (ii) such overseas offerings and listings are determined by the relevant competent authorities of the State Council, upon lawful review, to potentially endanger national security; (iii) the domestic enterprise proposing to conduct the overseas securities offering and listing, or its controlling shareholder or actual controller, has been convicted of crimes such as corruption, bribery, misappropriation of property, embezzlement of property, or disruption of the socialist market economic order within the past three years; (iv) the domestic enterprise proposing to conduct the overseas securities offering and listing is currently under investigation for suspected criminal offenses or material violations of laws and regulations, and no definitive conclusion has been reached; or (v) there is a material dispute over the ownership of equity held by the controlling shareholder or shareholders under the control of the controlling shareholder and/or actual controller.

For initial public offerings or listings in overseas markets, a filing must be submitted to the CSRC within three business days after the application for the overseas offering and listing is submitted. The Trial Measures also stipulate that if any of the following material events occur after an issuer has completed an overseas offering and listing, the issuer shall subsequently report and file with the CSRC, including: (i) a change of control; (ii) the issuer being investigated or penalized by an overseas securities regulatory authority or other relevant competent authority; (iii) a change of listing status or listing board; and (iv) voluntary or compulsory delisting. If the issuer's principal business undergoes a material change after an overseas offering and listing such that it no longer falls within the business scope described in the filing documents, the issuer must submit a special report and a legal opinion issued by a domestic law firm to the CSRC within three business days from the date of the relevant change.

Furthermore, pursuant to the Trial Measures and their related guidelines, "full circulation" refers to the conversion of unlisted domestic shares held by shareholders of domestic enterprises that are directly listed in overseas markets into overseas-listed shares and the listing and trading of such shares on overseas trading venues. "Unlisted domestic shares" refers to shares that have been issued by domestic enterprises but are not listed or traded on domestic trading venues. "Full circulation" must comply with the relevant regulations of the CSRC, and shareholders of unlisted domestic shares shall entrust the domestic enterprise to apply to the CSRC for "full circulation," submitting materials addressing certain key issues, including whether the "full circulation" has undergone sufficient internal decision-making procedures and necessary internal approvals and authorizations, and whether the "full circulation" involves approval or filing procedures required by laws, regulations, and policy provisions relating to state-owned asset management, industry regulation, and foreign investment, and whether such approval or filing procedures have been completed (if applicable).

If domestic enterprises violate the aforementioned prohibition provisions by failing to complete the filing procedures or conducting overseas offerings and listings, they may be ordered to make corrections, issued a warning, and fined between RMB 1 million (人民幣1百萬元) and RMB 10 million (人民幣10百萬元). Controlling shareholders and actual controllers of domestic enterprises that organize or direct such illegal activities shall be fined between RMB 1 million (人民幣1百萬元) and RMB 10 million (人民幣10百萬元). Directly responsible supervisory personnel and other directly responsible persons shall be fined between RMB 500,000 (人民幣0.5百萬元) and RMB 5 million (人民幣5百萬元).

Pursuant to the Trial Measures and their related guidelines, the Global Offering is subject to the filing requirements of the CSRC. We are also required to complete the filing procedures with the CSRC pursuant to the Trial Measures in connection with the conversion of certain unlisted domestic shares into H Shares and the listing of H Shares on the Stock Exchange. We will submit an initial filing application to the CSRC covering the submission of the listing application and the conversion of certain unlisted domestic shares into H Shares and the listing of H Shares on the Stock Exchange.

In addition, on February 24, 2023, the CSRC, together with several other Chinese government departments, promulgated the Provisions on Strengthening Confidentiality and Archives Administration in Connection with Overseas Securities Offerings and Listings by Domestic Enterprises ("Confidentiality and Archives Administration Provisions"), which took effect on March 31, 2023. Pursuant to the Confidentiality and Archives Administration Provisions, domestic enterprises in China that directly or indirectly offer securities and list overseas shall, in the course of such overseas offerings and listings, strictly comply with applicable laws and regulations when providing or publicly disclosing documents and materials to securities companies, accounting firms, and other securities service providers, or to overseas regulatory authorities, whether directly or through their overseas listed entities. If such documents or materials contain state secrets or working secrets of state organs,

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BIS has also imposed additional restrictions on the export of certain integrated circuits ("ICs") and related semiconductor manufacturing equipment to China (and other destinations). Certain integrated circuits subject to the EAR with higher total processing performance must obtain a license before being exported, reexported, or transferred to, or transferred within, any destination worldwide. Other integrated circuits subject to the EAR must obtain a license before being exported, reexported, or transferred to, or transferred within, certain destinations (including China).

In certain circumstances, these controlled items may be transferred without a license, provided they fall within certain license exceptions prescribed by the EAR. For example, one license exception permits and authorizes the transfer (in-country) of controlled algorithm items to or within China, but the transfer must be accompanied by a written purchase order, and the goods must not be exported to prohibited end-users or for prohibited end-uses, nor used for military end-users or end-uses.

U.S. Outbound Investment

On October 28, 2024, the U.S. Department of the Treasury ("U.S. Treasury") issued final regulations notifying or prohibiting U.S. outbound investments in certain China-connected companies in the fields of semiconductors and microelectronics, quantum information technology, and artificial intelligence ("AI") (the "Outbound Investment Regulations"). The regulations took effect on January 2, 2025.

The Outbound Investment Regulations restrict U.S. persons from investing in, or "knowingly directing" investments in, or permitting entities they control to invest in, China-connected entities ("covered foreign persons") that are engaged in, or (in certain circumstances) are likely to engage in, the development or production of certain advanced technologies in the fields of semiconductors and microelectronics, quantum information technology, and AI. In certain circumstances, investments are outright prohibited; in others, they may require notification to U.S. Treasury. A U.S. person "knowingly directs" a transaction when such U.S. person has authority to make or substantially participate in decisions on behalf of a non-U.S. person and exercises that authority to direct, order, decide, or approve the transaction. As described in the Outbound Investment Regulations, "a U.S. person has such authority when the U.S. person serves as an officer, director, or otherwise in a managerial role for a non-U.S. person." However, if a U.S. person does not otherwise have authority to approve or order a party's participation in a covered transaction, the Outbound Investment Regulations do not prohibit the U.S. person from facilitating the covered transaction.

The Outbound Investment Regulations set out the specific types of regulated activities in the fields of semiconductors and microelectronics, quantum information technology, and AI in which a China-connected person must engage in order to be considered a restricted "covered foreign person

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Regulatory Overview

." For example (among others), the Outbound Investment Regulations prohibit U.S. persons from investing in, or knowingly directing investments in, entities on the BIS Entity List that engage in any integrated circuit design, manufacturing, or packaging activities.

Covered transactions fall into two broad categories: "prohibited transactions" and "notifiable transactions." U.S. persons may not engage in prohibited transactions, or knowingly direct non-U.S. persons to engage in transactions that would be prohibited if engaged in by a U.S. person, and must take all reasonable steps to ensure that entities they control do not engage in transactions that would be prohibited if engaged in by a U.S. person.

Conversely, as long as they notify U.S. Treasury of the relevant transaction, U.S. persons may: (1) engage in notifiable transactions; and (2) permit entities they control to engage in transactions that would be notifiable if engaged in by a U.S. person. There are no restrictions on U.S. persons knowingly directing non-U.S. persons to engage in transactions that would be notifiable if engaged in by a U.S. person. Although the sensitivity of activities associated with notifiable transactions is considered lower than those giving rise to prohibited transactions, they are nonetheless sufficiently significant to warrant government disclosure.

With respect to the Company, the Outbound Investment Regulations prohibit U.S. persons from making, or knowingly directing, certain investments in China-connected entities engaged in the following activities:

1. Developing or producing any of the following:

(a) Electronic design automation software for the design of integrated circuits or advanced packaging;

(b) Front-end semiconductor manufacturing equipment used for the volume fabrication of integrated circuits, including equipment used in production stages from blank wafers or substrates to finished wafers or substrates (i.e., integrated circuits that have been processed but are still on the wafer or substrate);

(c) Equipment used to perform volume advanced packaging; and

(d) Commodities, materials, software, or technology designed exclusively for, or used in conjunction with, extreme ultraviolet lithography manufacturing equipment.

2. Designing any integrated circuit that meets or exceeds the performance parameters of ECCN 3A090.a, or designing integrated circuits for operation at or below 4.5 Kelvin;

3. Manufacturing integrated circuits that meet any of the following criteria:

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Regulatory Overview

a. Logic integrated circuits using a non-planar transistor architecture or with a production process node of 16/14 nanometers or less, including fully depleted silicon-on-insulator integrated circuits;

b. NOT AND (NAND) memory integrated circuits with 128 layers or more;

c. Dynamic random-access memory (DRAM) integrated circuits with a half-pitch of 18 nanometers or less;

d. Integrated circuits fabricated using gallium-based compound semiconductors;

e. Integrated circuits using graphene transistors or carbon nanotubes; or

f. Integrated circuits designed for operation at or below 4.5 Kelvin;

4. Packaging any integrated circuit using advanced packaging techniques; or

5. Developing, installing, selling, or producing any supercomputer using advanced integrated circuits that can provide a theoretical computational performance of 100 or more double-precision (64-bit) petaflops, or 200 or more single-precision (32-bit) petaflops, within a volume of 41,600 cubic feet or less.

The Outbound Investment Regulations also prohibit U.S. persons from investing in, or knowingly directing investments in, entities on the Entity List that engage in any integrated circuit design, manufacturing, or packaging activities, even if such activities are not among those described above.

As the Company engages in the above activities, it will be considered a covered foreign person engaged in regulated activities, and investments in the Company will constitute "prohibited transactions." Therefore, unless an applicable exception applies, U.S. persons may not invest in the Company, nor knowingly direct investments in the Company.

There are several exceptions to these restrictions. In particular, the Outbound Investment Regulations exempt from the prohibition (among others): (a) passive investments in publicly traded securities; (b) passive investments in securities of investment companies (such as index funds, mutual funds, and exchange-traded funds) and enterprises regulated as business development companies under Section 54 of the Investment Company Act of 1940; (c) investments by limited partners ("LPs") in certain funds where (1) the LP's committed capital does not exceed US$2 million, or (2) the LP has obtained a binding contractual assurance that its capital will not be used to engage in transactions that would be prohibited or notifiable if engaged in by a U.S. person; and (d) investments in derivative securities (as long as the derivative does not confer the right to acquire equity, any rights related to equity, or any assets of a covered foreign person). In each case, these exemptions are only available when the investor does not obtain any governance rights in the relevant "covered foreign person" beyond standard minority shareholder protections.

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Regulatory Overview

Generally, the obligation to comply with the Outbound Investment Regulations rests with the U.S. investor, not the target company or the Stock Exchange. Liability under the Outbound Investment Regulations is not based on strict liability but rather on the investor's knowledge. Accordingly, U.S. persons must conduct reasonable and diligent inquiries to determine whether a particular transaction is "covered," and if so, whether it is prohibited. U.S. persons should review (among other things) available public information, including information disclosed by the target company.

Non-U.S. persons (including investment targets and the Stock Exchange) generally are not subject to any liability under the Outbound Investment Regulations, and the Outbound Investment Regulations do not impose an obligation on non-U.S. persons to report U.S. persons' violations of the Outbound Investment Regulations. However, the Outbound Investment Regulations prohibit conspiring to violate, and causing violations of, the Outbound Investment Regulations. Furthermore, the regulations authorize penalties against individuals subject to U.S. jurisdiction who cause violations of, conspire to violate, or willfully aid and abet violations of the Outbound Investment Regulations. Finally, the Outbound Investment Regulations authorize fines and imprisonment for persons who, in matters subject to U.S. jurisdiction, willfully and knowingly falsify, conceal, or cover up a material fact through any trick, scheme, or device; make any materially false, fictitious, or fraudulent statement or representation; or make or use any false writing or document knowing it contains any materially false, fictitious, or fraudulent statement or entry. Accordingly, non-U.S. persons engaged in such activities who are subject to U.S. jurisdiction may face criminal and/or civil penalties, including but not limited to penalties under the International Emergency Economic Powers Act.

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History, Development and Corporate Structure

Overview

We develop GPGPU chips and GPGPU-based intelligent computing solutions to provide the fundamental computing power required for AI. By integrating our independently developed GPGPU-based hardware and our proprietary BIRENSUPA software platform, our solutions support the training and inference of AI models across a wide range of applications from cloud to edge. The Group was founded in September 2019 by our Chairman, Executive Director and Chief Executive Officer, Mr. Zhang. For Mr. Zhang's biography, please refer to "Directors and Senior Management."

Business Development Milestones

The following table summarizes the key milestones in our business development:

| Year | Milestone | |------|-----------| | 2019 | The Company was incorporated in China | | | We entered into a Pre-A round financing agreement with investors (including Qiming Venture Partners) for a total amount of US$20.5 million | | 2020 | We commenced research and development of our first-generation specialized technology product, BR106 | | | We signed the Shanghai Artificial Intelligence Key Project | | | We entered into five rounds of financing agreements with investors (including IDG Capital, Yunhui Capital, Country Garden Ventures, and Source Code Capital) for a total amount of approximately RMB 2.99 billion (万元) | | 2021 | We completed the design of BR106 and successfully taped out the first chip BR106 | | | We entered into a strategic cooperation framework agreement with the virtual reality innovation center of a leading Chinese telecommunications operator |

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History, Development and Corporate Structure

| Year | Milestone | |------|-----------| | | We entered into a Series B financing agreement with investors (including a wholly-owned subsidiary of Ping An Insurance Group) for a total amount of approximately RMB 1.546 billion | | 2022 | We entered into a strategic cooperation agreement with a well-known high-performance IDC (Internet Data Center) company in China | | | We joined Baidu PaddlePaddle's hardware ecosystem co-creation program | | | We became a member of MLCommons and ranked first globally in multiple MLPerf benchmark tests developed by MLCommons | | | We received the highest award — the SAIL Award (Superior AI Leader) — at the 2022 World Artificial Intelligence Conference | | | We entered into a Series B+ financing agreement with investors (including China Media Capital) for a total amount of RMB 330 million | | | BR110 tape-out was successfully completed | | 2023 | We achieved mass production of BR106 and began generating revenue from our intelligent computing solutions | | | We joined the FlagOpen large model technology open-source ecosystem of the Beijing Academy of Artificial Intelligence | | | We became a cloud computing ecosystem strategic partner of a leading Chinese telecommunications operator | | | We signed memoranda of understanding with multiple strategic customers | | | We became a member of the Mobile Cloud Information Technology Integrated Application Innovation Industry Ecosystem Alliance of a leading Chinese telecommunications operator |

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History, Development and Corporate Structure

| Year | Milestone | |------|-----------| | | We received national-level recognition from China's Ministry of Industry and Information Technology (MIIT), being designated as a MIIT "Specialized, Refined, Distinctive and Innovative (SRDI) Little Giant" enterprise | | | We established a Hong Kong office and became one of the first batch of key enterprises introduced by the Hong Kong SAR Government's Office for Attracting Strategic Enterprises (OASES) | | 2024 | We deepened cooperation with strategic customers and increased sales of the BR10X series, including winning a landmark commercial AIDC thousand-GPU cluster project, deploying our GPGPU clusters in 5G new calling and other application scenarios, and collaborating with the three major domestic telecommunications operators | | | We commenced research and development of our second-generation specialized technology product "BR20X" | | | We were the first in the industry to achieve hybrid training of a single large model using four types of heterogeneous chips, accelerating the deployment and migration of domestically produced GPUs | | | We received national-level recognition from China's Ministry of Industry and Information Technology (MIIT) again, being designated as a MIIT "Specialized, Refined, Distinctive and Innovative (SRDI) Key Little Giant" enterprise | | | As of December 31, 2024, we had filed 1,009 independent invention patent applications; according to information from CIC, we are the company with the most patent applications among GPGPU companies in China | | 2025 | We completed inference support for all DeepSeek-V3/R1 distilled model versions across all Biren GPGPU products within hours, and completed full training support shortly after the release of the flagship DeepSeek-V3/R1 671B version | | | Our "Software-Hardware Integrated, Heterogeneous Collaborative Hyperscale Intelligent Computing Cluster Solution" was selected as one of the TOP 5 demonstration cases in the "Artificial Intelligence" category of the 2024 New Quality Productive Forces Industrial Practice, jointly initiated by authoritative institutions including the Global Times, the New Technology Development Center of the China Association for Science and Technology, and the Research Center for Technological Innovation at Tsinghua University | | | We completed a strategic round of financing, with investors including the Shanghai State-owned Capital Investment Platform, the Guangzhou State-owned Capital Investment Platform, and other well-known and important investors |

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History, Development and Corporate Structure

Our Principal Subsidiaries

During the track record period, the principal subsidiaries that made significant contributions to our operating results or have significant strategic value to the Group (each being a wholly-owned subsidiary of the Company), together with their principal business activities and dates of incorporation, are as follows:

| Name of Principal Subsidiary | Place of Incorporation | Date of Establishment and Commencement of Business | Principal Business Activities | |------------------------------|------------------------|------------------------------------------------------|-------------------------------| | Zhuhai Biren (珠海壁仞) | China | July 3, 2020 | Product development and sales | | Beijing Biren (北京壁仞) | China | September 23, 2020 | Product development and sales | | Hangzhou Biren (杭州壁仞) | China | May 14, 2021 | Product development and sales | | Shanghai Aoyan (上海遨岩) | China | | |

November 7, 2023 Product Development and Sales

Company Development and Significant Changes in Equity

(1) Incorporation of the Company

On September 9, 2019, the Company was incorporated as a limited liability company under the laws of China, with an initial registered capital of RMB 10,000,000. The shareholding structure of the Company upon incorporation was as follows:

| Beneficial Shareholder of the Company | Subscribed Registered Capital (RMB) | Corresponding Equity Interest (%) | |---|---|---| | Mr. Zhang (1) | 5,000,000 | 50 | | Mr. Liang Xiaoyao ("Mr. Liang") (2) | 5,000,000 | 50 | | Total | 10,000,000 | 100 |

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History, Development and Corporate Structure

Notes: 1. Mr. Zhang's equity interest was held by Mr. Zhang's brother, Mr. Zhang Sheng, as his nominee. Pursuant to an equity transfer agreement dated April 29, 2023, this arrangement was terminated when Mr. Zhang Sheng transferred all equity interests held on behalf of Mr. Zhang to Mr. Zhang.

2. Mr. Liang is an early investor of the Company. Mr. Liang's equity interest was held by independent third party Ms. Min Hongjun ("Ms. Min") as his nominee. Pursuant to an equity transfer agreement dated December 31, 2021, Ms. Min transferred all equity interests held on behalf of Mr. Liang to independent third party Ms. Ji Feng ("Ms. Ji") and ceased to act as Mr. Liang's nominee. Pursuant to an equity transfer agreement dated April 29, 2023, this arrangement was terminated when Ms. Ji transferred all equity interests held on behalf of Mr. Liang to Mr. Liang.

(2) Transfer of Equity Interests to the Employee Incentive Platform

In order to establish our employee incentive platform, (i) on September 29, 2019, Mr. Zhang and Mr. Liang each agreed to transfer approximately 8.90% of the equity interests in the Company to Shanghai Biliren (上海壁立仞) at nil consideration. Upon completion of the relevant equity transfers, Mr. Zhang, Mr. Liang and Shanghai Biliren held approximately 41.10%, 41.10% and 17.80% of the equity interests in the Company, respectively; (ii) on May 27, 2020, Mr. Liang agreed to further transfer approximately 18.82% of the equity interests in the Company to Shanghai Biliren at nil consideration. Upon completion of the relevant equity transfers, the Company was held by Shanghai Biliren, Mr. Zhang, Mr. Liang, QM120 Limited ("QM120"), Hangzhou Dujiaoshou No. 1 Investment Management Partnership (Limited Partnership) (杭州獨角獸一號投資管理合夥企業（有限合夥）, "Hangzhou Dujiaoshou"), and Champ Earn Limited ("Champ Earn") at approximately 32.88%, 32.45%, 13.63%, 10.82%, 3.97% and 6.25% of the equity interests, respectively. Each of QM120, Hangzhou Dujiaoshou and Champ Earn is one of our Pre-IPO Investors. For details of our Pre-IPO Investors, please refer to "Information on Pre-IPO Investors" in this section.

(3) Conversion into a Joint Stock Company

On July 12, 2023, our then shareholders passed resolutions, which included approving the conversion of the Company from a limited liability company into a joint stock company and the renaming of the Company to Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司). Pursuant to the promoters' agreement entered into by all promoters on July 12, 2023, all promoters approved the conversion of the Company's net assets as of April 30, 2023 into 32,916,380 shares, corresponding to shares with a par value of RMB 1.00 per share, with the remaining net assets of RMB 3,289,289,919.07 being credited to the Company's capital reserve. Details of the promoters are as follows:

| Shareholder | Number of Shares | Shareholding Percentage | |---|---|---| | Mr. Zhang | 4,109,589 | 12.48% | | Shanghai Biliren (上海壁立仞) | 4,163,775 | 12.65% | | QM120 | 1,835,468 | 5.58% |

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History, Development and Corporate Structure

| Shareholder | Number of Shares | Shareholding Percentage | |---|---|---| | Mr. Liang | 1,726,636 | 5.25% | | Zhuhai Dahengqin Innovation Development Co., Ltd. (珠海大橫琴創新發展有限公司, "Zhuhai Dahengqin") | 1,614,359 | 4.90% | | Qingdao Huaxin Anchor Investment Center (Limited Partnership) (青島華芯錨點投資中心（有限合夥）, "Qingdao Huaxin Anchor") | 1,245,983 | 3.79% | | Zhuhai Yuanqi Liqian Investment Consulting Partnership (Limited Partnership) (珠海元啟立千投資諮詢合夥企業（有限合夥）, "Yuanqi Liqian") | 1,208,926 | 3.67% | | Chengfeng Limited (澄豐有限公司, "Chengfeng") | 1,191,402 | 3.62% | | Champ Earn | 997,009 | 3.03% | | PA GCC Limited ("PA GCC") | 951,473 | 2.89% | | Zhuhai Gree Venture Investment Co., Ltd. (珠海格力創業投資有限公司, "Zhuhai Gree") | 918,093 | 2.79% | | Shenzhen Songhe Growth Equity Investment Partnership (Limited Partnership) (深圳市松禾成長股權投資合夥企業（有限合夥）, "Shenzhen Songhe") | 799,347 | 2.43% | | Huzhou Jingxin Equity Investment Partnership (Limited Partnership) (湖州景鑫股權投資合夥企業（有限合夥）, "Huzhou Jingxin") | 724,354 | 2.20% | | Foshan Nanhai District Huibi No. 2 Equity Investment Partnership (Limited Partnership) (佛山市南海區匯碧二號股權投資合夥企業（有限合夥）, "Huibi No. 2") | 665,972 | 2.02% | | Shenzhen Country Garden Innovation Investment Co., Ltd. (深圳市碧桂園創新投資有限公司, "Country Garden Ventures") | 665,972 | 2.02% | | Lobelia Synergy Limited ("Lobelia") | 608,942 | 1.85% | | Nanjing Huaying SME Development Fund Partnership (Limited Partnership) (南京華映中小企業發展基金合夥企業（有限合夥）, "Huaying SME Fund") | 584,394 | 1.78% | | Jiaxin Zhizao (Zhuhai) Fund Management Partnership (Limited Partnership) (嘉芯智造（珠海）基金管理合夥企業（有限合夥）, "Jiaxin Zhizao") | 580,990 | 1.77% | | Sky9 Alpha Limited ("Sky9 Alpha") | 510,452 | 1.55% | | Hangzhou Dujiaoshou (杭州獨角獸) | 502,283 | 1.53% |

– 165 –

History, Development and Corporate Structure

| Shareholder | Number of Shares | Shareholding Percentage | |---|---|---| | Tianjin Yuheng Equity Investment Fund Partnership (Limited Partnership) (天津宇珩股權投資基金合夥企業（有限合夥）, "Tianjin Yuheng") | 465,604 | 1.41% | | Shanghai Zhongtong Ruide Investment Group Co., Ltd. (上海中通瑞德投資集團有限公司, "Zhongtong Ruide") | 459,046 | 1.39% | | MSA China Growth Fund II, L.P. (now MSA Growth Fund II, L.P., "MSA Growth") | 380,589 | 1.16% | | Nantong Zhaoshang Jianghai Industrial Development Fund Partnership (Limited Partnership) (南通招商江海產業發展基金合夥企業（有限合夥）, "Nantong Jianghai Fund") | 377,644 | 1.15% | | Champion Forest Holding Limited ("Champion Forest") | 340,301 | 1.03% | | Suzhou Juyuan Zhuxin Venture Investment Partnership (Limited Partnership) (蘇州聚源鑄芯創業投資合夥企業（有限合夥）, "Suzhou Juyuan") | 327,890 | 1.00% | | Gongqingcheng Hangling Shenghe Investment Partnership (Limited Partnership) (共青城航瓴昇和投資合夥企業（有限合夥）, "Gongqingcheng Shenghe") | 325,904 | 0.99% | | Beijing Gaorong Phase IV Kangteng Equity Investment Partnership (Limited Partnership) (北京高榕四期康騰股權投資合夥企業（有限合夥）, "Gaorong Kangteng") | 309,917 | 0.94% | | GBA Fund Investment Limited ("GBA Fund") | 304,471 | 0.93% | | Guangdong Zhihui Dujiaoshou Venture Investment Partnership (Limited Partnership) (廣東智匯獨角獸創業投資合夥企業（有限合夥）, "Zhihui Dujiaoshou") | 290,495 | 0.88% | | BAI GmbH | 289,817 | 0.88% | | Suzhou Yuanqi Equity Investment Center (Limited Partnership) (蘇州源啟股權投資中心（有限合夥）, "Suzhou Yuanqi") | 261,273 | 0.79% | | Matrix Capital Hong Kong Limited (矩陣資本香港有限公司, "Matrix Capital") | 261,273 | 0.79% |

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History, Development and Corporate Structure

| Shareholder | Number of Shares | Shareholding Percentage | |---|---|---| | Shanghai Jinpu Weishi Enterprise Management Partnership (Limited Partnership) (上海金浦惟石企業管理合夥企業（有限合夥）, "Shanghai Jinpu") | 243,072 | 0.74% | | Jiaxing Yufeng Equity Investment Partnership (Limited Partnership) (嘉興譽峰股權投資合夥企業（有限合夥）, "Jiaxing Yufeng") | 243,072 | 0.74% | | Suzhou Yaotu Jinqu Venture Investment Partnership (Limited Partnership) (蘇州耀途進取創業投資合夥企業（有限合夥）, "Suzhou Yaotu") | 229,523 | 0.70% | | Shenzhen Qianhai Qihang Technology Development Partnership (Limited Partnership) (深圳前海啟航科技發展合夥企業（有限合夥）, "Shenzhen Qianhai") | 194,458 | 0.59% | | Shanghai State-owned Enterprise Reform and Development Equity Investment Fund Partnership (Limited Partnership) (上海國企改革發展股權投資基金合夥企業（有限合夥）, "Shanghai SOE Reform Fund") | 193,035 | 0.59% | | Jiaxing Yuzhen Equity Investment Partnership (Limited Partnership) (嘉興譽臻股權投資合夥企業（有限合夥）, "Jiaxing Yuzhen") | 193,035 | 0.59% | | Praise Fortune Project Company Limited ("Praise Fortune") | 190,295 | 0.58% | | RCIF Combo Limited ("RCIF") | 190,295 | 0.58% | | Beijing Gaolei Yurun Equity Investment Fund Partnership (Limited Partnership) (北京高瓴裕潤股權投資基金合夥企業（有限合夥）, "Beijing Yurun") | 188,022 | 0.57% | | Shenzhen Julong Jingrun Technology Co., Ltd. (深圳市聚隆景潤科技有限公司, "Julong Jingrun") | 170,151 | 0.52% | | Ningbo Meishan Bonded Port Area Xingyinfeng Investment Management Partnership (Limited Partnership) (寧波梅山保稅港區星胤峰投資管理合夥企業（有限合夥）, "Ningbo Meishan Xingyinfeng") | 161,530 | 0.49% | | Jiaxing Guangren Equity Investment Partnership (Limited Partnership) (嘉興廣仞股權投資合夥企業（有限合夥）, "Jiaxing Guangren") | 154,429 | 0.47% | | Cyber Chief Limited ("Cyber Chief") | 152,236 | 0.46% |

– 167 –

History, Development and Corporate Structure

| Shareholder | Number of Shares | Shareholding Percentage | |---|---|---| | Tianjin Zhiping Investment Management Partnership (Limited Partnership) (now Yancheng Zhiping Equity Investment Partnership (Limited Partnership)) (天津治平投資管理合夥企業（有限合夥）（現為鹽城治平股權投資合夥企業（有限合夥）), "Yancheng Zhiping") | 129,639 | 0.39% | | Ningbo Meishan Bonded Port Area Huixin Investment Management Partnership (Limited Partnership) (寧波梅山保稅港區匯莘投資管理合夥企業（有限合夥）, "Ningbo Meishan Huixin") | 115,821 | 0.35% | | Gongqingcheng Fengjue Investment Management Partnership (Limited Partnership) (共青城鳳玦投資管理合夥企業（有限合夥）, "Gongqingcheng Fengjue") | 113,433 | 0.34% | | Chengdu Tianfu New Area Gaorong Phase IV Kangyong Investment Partnership (Limited Partnership) (成都市天府新區高榕四期康永投資合夥企業（有限合夥）, "Gaorong Kangyong") | 54,691 | 0.17% | | **Total** | **32,916,380** | **100.00%** |

On July 12, 2023, the Company convened a shareholders' general meeting and passed relevant resolutions approving the conversion of the Company into a joint stock company, the articles of association and related procedures. Upon completion of the conversion, the registered capital of the Company became RMB 32,916,380, divided into 32,916,380 shares with a par value of RMB 1.00 per share, subscribed by all then shareholders in proportion to their respective equity interests in the Company prior to the conversion. The conversion was completed on September 8, 2023 when the Company obtained its new business license.

(4) Share Split

Pursuant to the shareholders' meeting resolution dated June 25, 2025, a resolution was passed to carry out a share split, whereby each share of the Company was split on the basis of one share into fifty shares, and the par value of the Company's shares was changed from RMB 1.00 per share to

Share Capital

▶

RMB 0.02 per share. Immediately following the share subdivision, the registered capital of the Company was changed to RMB 38,359,505, divided into 1,917,975,250 shares with a par value of RMB 0.02 per share.

– 168 –

History, Development and Corporate Structure

(5) Pre-IPO Investments

Since December 2019, the Company has conducted multiple rounds of pre-IPO investments pursuant to equity transfer agreements and capital increase agreements entered into separately with pre-IPO investors. For further details, please refer to "– Pre-IPO Investments" in this section.

Compliance with PRC Laws and Regulations

All of the above capital increases and equity transfers of the Company and our subsidiaries are valid, legally binding, duly settled and in compliance with PRC laws and regulations and the articles of association of the Company, and the Company and our subsidiaries have obtained all necessary approvals from the competent authorities in respect of the capital increases or have made all necessary registrations or filings with the relevant local branches of the State Administration for Market Regulation.

Major Acquisitions and Investments

During the Track Record Period, we did not carry out any acquisitions, disposals or mergers that we consider material to us.

Previous A-Share Listing Plan and Reasons for Listing on the Stock Exchange

In September 2024, we entered into a listing guidance agreement (the "Guidance Agreement") with Guotai Haitong Securities Co., Ltd. (formerly known as Guotai Junan Securities Co., Ltd.) in relation to an A-share listing on the STAR Market of the Shanghai Stock Exchange, and filed a listing guidance record (the "Listing Guidance Record") with the Shanghai Bureau of the China Securities Regulatory Commission. In light of the platform that the Stock Exchange is able to provide us for accessing capital and attracting diversified investors, the Company decided in the first half of 2025 to pursue a listing in Hong Kong. As of the Latest Practicable Date, our Directors confirmed that: (i) the Guidance Agreement has not yet been terminated; (ii) no material matters relating to the Group were identified during the guidance period; (iii) the Company has not submitted any formal A-share listing application to the Shanghai Stock Exchange, and neither the Shanghai Bureau of the CSRC nor the Shanghai Stock Exchange has issued any inquiries or comments to the Company in respect of the A-share listing guidance; (iv) there are no material disagreements or unresolved disputes between the Company and the relevant professional parties participating in the Listing Guidance Record; (v) there are no other matters relating to the Listing Guidance Record or in connection with the listing that may affect the suitability of the Company's listing on the Stock Exchange and that are required to be disclosed in this prospectus for investors to make an informed assessment of the Company; and (vi) there are no other matters relating to the Listing Guidance Record that need to be brought to the attention of the Stock Exchange. Based on the due diligence work conducted by the Joint Sponsors, the Joint Sponsors have not noted any matters that would reasonably cause the Joint Sponsors to disagree with the above confirmations of the Directors.

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History, Development and Corporate Structure

We may, following the Global Offering, conduct an A-share issuance and listing at an appropriate time in compliance with the relevant requirements of the Listing Rules (including but not limited to Rule 10.08 of the Listing Rules). As of the Latest Practicable Date, we have not yet determined the timeline, offering size or listing venue of a potential A-share listing. We cannot guarantee that we will seek an A-share listing in the future.

The Company intends to apply for the listing of its H Shares on the Stock Exchange to further raise funds to achieve our long-term goal of driving technological advancement and accelerating artificial intelligence applications. For further details, please refer to "Business" and "Future Plans and

Use of Proceeds

▶

Use of Proceeds".

Pre-IPO Employee Incentive Plan To recognize the contributions of our employees and incentivize them to further drive our development, we approved and adopted the Pre-IPO Employee Incentive Plan on April 24, 2024. Shanghai Bili Ren (上海壁立仞) was established as a limited partnership in China on September 26, 2019, serving as our employee incentive platform. The Company has granted options under the Pre-IPO Employee Incentive Plan to selected participants corresponding to the relevant shares of the Company in respect of indirect limited partnership interests in Shanghai Bili Ren (上海壁立仞). As of the Latest Practicable Date, the Company has granted options to 752 grantees (including four Directors and 748 other employees), who have exercised the options in exchange for indirect limited partnership interests in Shanghai Bili Ren (上海壁立仞) held by 31 limited partners. The options granted to the four Directors and 748 other employees are equivalent to 56,830,000 Shares and 134,391,400 Shares respectively, and no Shares remain available for grant under the Pre-IPO Employee Incentive Plan. No further awards (including options and restricted share awards) will be granted under the Pre-IPO Employee Incentive Plan after Listing. For information on the terms of the Pre-IPO Employee Incentive Plan and details of the options granted, please refer to the section headed "Statutory and General Information — Further Information on Our Directors, Senior Management and Principal Shareholders — 5. Pre-IPO Employee Incentive Plan" in Appendix V to this Prospectus.

Pre-IPO Investments Since December 2019, the Company has conducted multiple rounds of Pre-IPO investments pursuant to equity transfer agreements and capital increase agreements entered into with the respective Pre-IPO investors.

– 170 –

– 171 –

Implied Post-Money Valuation (2)

Implied Pre-Money Valuation (1)

Amount of Registered Capital Increase / Number of Shares Subscribed (if applicable) Registered Capital / Issued Shares after Each Round of Pre-IPO Financing

Share Capital

▶

Share Capital Amount Amount of Consideration Paid

RMB 12,663,623

RMB 11,872,147

20,500,000 USD 10,000,000 USD 109,500,000 USD 150,000,000 USD (4) 130,000,000 USD 160,000,000 USD

RMB 791,476

Pre-A+ Round

RMB 1,872,147

Pre-A Round

RMB 18,959,586

RMB 5,188,534

Round A

RMB 23,395,655

RMB 4,436,069

Pre-B Round

RMB 27,597,367

RMB 4,201,712

Pre-B+ Round

RMB 32,089,084

RMB 4,491,717

Round B

RMB 32,916,380

RMB 827,296

B+ Round

38,359,505 shares

5,443,125 shares

Strategic Round

2,111,285,100 shares

193,309,850 shares

August 2025

18,271,856 RMB 791,200,000 RMB 912,500,000 RMB 1,088,327,500 RMB 1,546,228,250 RMB 330,000,000 RMB 2,397,750,230 RMB 1,914,983,800 USD 225,000,000 RMB RMB RMB RMB RMB RMB RMB (5) (6) (7) (8) (9) (10) (11) USD 2,100,000,000 RMB 3,900,000,000 RMB 6,060,000,000 RMB 9,500,000,000 RMB 12,800,000,000 RMB 14,500,000,000 RMB 19,000,000,000 (12) 243,271,856 RMB 2,891,200,000 RMB 4,812,500,000 RMB 7,148,327,500 RMB 11,046,228,250 RMB 13,130,000,000 RMB 16,897,750,230 RMB 20,914,983,800 (13)

RMB 13,771,052

RMB 1,107,429

Pre-A++ Round

The following table summarizes the principal terms of the pre-IPO investments made by the Pre-IPO Investors in our Company:

Principal Terms of Pre-IPO Investments and Rights of Pre-IPO Investors

History, Development and Corporate Structure

89.26%

90.69%

Cost Per Share Paid Under Pre-IPO Investment (approximate) Discount to Offer Price (approximate) (3)

March 11, 2020 USD 12.63

April 30, 2020 USD 10.95

Date of Full Payment of Consideration

February 19, 2020 (15)

December 8, 2019 (14)

Pre-A+ Round

Date of Agreement

Pre-A Round

Round A

Pre-B Round

Pre-B+ Round

Round B

– 172 –

85.96%

March 27, 2020 USD 16.50

81.75%

RMB 152.49

January 29, 2021

75.24%

RMB 205.70

April 29, 2021

68.82%

RMB 259.02

October 8, 2021

58.56%

RMB 344.24

October 22, 2021

Strategic Round

51.98%

RMB 398.89

August 22, 2025

July 10, 2025, July 21, 2025, July 29, 2025, July 30, 2025, July 31, 2025 and August 15, 2025 (24)

August 2025

46.97%

40.37%

RMB 440.51 RMB 495.32 (25)

February 27, 2025, March 18, 2025, March 26, 2025, April 10, 2025, April 11, 2025, April 14, 2025, April 23, 2025, May 5, 2025, May 15, 2025 and June 12, 2025 (22) April 28, 2023 June 20, 2025

B+ Round

March 27, 2020 and May 28, 2020, August 6, 2020, September 27, 2020 (19) January 5, 2021, January 13, 2022, May 28, 2020 (16) June 7, 2020 and August 26, 2020 and January 20, 2021, June 8, 2022 and July 15, 2020 (17) September 11, 2020 (18) March 24, 2021 and July 28, 2022 (21) April 16, 2021 (20)

Pre-A++ Round

History, Development and Corporate Structure

Pre-A++ Round

Round A

Pre-B Round

Pre-B+ Round

Round B

B+ Round

Strategic Round

August 2025

Compliance with the lock-up period from the date of this prospectus until the expiration of six months after the Listing Date; please refer to "Lock-up and Float Requirements under the Listing Rules."

Pursuant to applicable PRC laws, within 12 months after the Listing Date, all existing shareholders (including Pre-IPO Investors) are prohibited from selling any shares held by them. In addition, pursuant to Rule 18C.14 of the Listing Rules, certain of our Pre-IPO Investors are required to

The valuation and consideration for each round of pre-IPO investment were determined through arm's length negotiations between each Pre-IPO Investor and the Group, taking into account the timing of the financing and the business operations of the Group.

Pre-A+ Round

approximately 68% of the net proceeds.

The implied pre-money valuation is calculated based on (i) the per share cost paid to the Company in respect of the corresponding round of pre-IPO investment and (ii) the registered/issued share capital of the Company immediately prior to the corresponding round of pre-IPO investment.

The implied post-money valuation is the sum of (i) the pre-money valuation of the corresponding round of pre-IPO investment and (ii) the total amount of funds received by the Company from the corresponding round of pre-IPO investment.

Calculated based on the assumption that the Offer Price is HK$18.30 per H Share (i.e., the mid-point of the indicative Offer Price range of HK$17.00 to HK$19.60).

Compared to the Pre-A Round financing, the increase in valuation for the Company's Pre-A+ Round financing was due to the prospects of the Company's target GPGPU market and the joining of key management personnel including our Chief Technology Officer Zhou HONG, and the investment in the Company by Qiming Venture Partners (one of our Cornerstone Senior Independent Investors), which helped to attract further financing.

Compared to the Pre-A+ Round financing, the increase in valuation for the Company's Pre-A++ Round financing was due to the establishment of the Company's core management team and the Company's planning and prospects.

Compared to the Pre-A++ Round financing, the increase in valuation for the Company's Round A financing was due to the commencement of research and development of the first-generation high-performance GPGPU with industry-leading product specifications and innovations.

Compared to the Round A financing, the increase in valuation for the Company's Pre-B Round financing was due to the achievement of R&D milestones including the completion of the chip architecture framework, as well as supportive policies including China's semiconductor self-sufficiency and controllability initiative, thereby attracting strong investor interest in the industry.

Compared to the Pre-B Round financing, the increase in valuation for the Company's Pre-B+ Round financing was due to continued R&D progress including the completion of the chip core architecture design. The Company had entered into a number of cooperation agreements with ecosystem partners. It was also driven by strong investor interest and rising valuations of AI chip companies across the industry.

Notes:

Strategic Advantages Brought to the Company by Pre-IPO Investors

Use of Proceeds from Pre-IPO Investments

At the time of the pre-IPO investments, the Directors considered that the Group would benefit from the additional funding provided by, and the knowledge and experience of, the Pre-IPO Investors through their investments in the Group.

We applied the proceeds from the pre-IPO investments towards the Group's principal business activities, including but not limited to R&D activities, the growth and expansion of the Company's business, and general working capital purposes. As of the Latest Practicable Date, the proceeds from the pre-IPO investments have been applied

Lock-Up Period

Basis for Determining Valuation and Consideration

Pre-A Round

History, Development and Corporate Structure

– 173 –

– 174 –

16.

15.

14.

13.

12.

11.

10.

registration.

investing in the Company by way of subscribing for an increase in registered capital of RMB 1,107,429, for a consideration of RMB 128,683,200. On August 12, 2020, the relevant industrial and commercial change registration in respect of the Pre-A++ Round financing was completed.

Pursuant to the investment agreement dated March 27, 2020 and May 28, 2020 entered into among Cheng Feng and Ningbo Meishan Xingyinfeng, the Company and our then shareholders and other parties, the above-mentioned Pre-IPO Investors agreed to

for a consideration of USD 10,000,000. On February 27, 2020, the relevant industrial and commercial change registration in respect of the Pre-A+ Round financing was completed.

Pursuant to the investment agreement dated February 19, 2020 entered into among Champ Earn, the Company and our then shareholders, Champ Earn agreed to subscribe for registered capital of the Company in the amount of RMB 791,476, for a consideration of USD 10,000,000.

RMB 1,872,147, for a consideration of USD 20,500,000. On December 9, 2019, the relevant industrial and commercial change registration in respect of the Pre-A Round financing was completed.

On December 8, 2019, the Company, our then shareholders, QM120 and Hangzhou Unicorn entered into an investment agreement, pursuant to which QM120 and Hangzhou Unicorn agreed to subscribe for an increase in registered capital of

Compared to the last round of pre-IPO investment in August 2025, the increase in the Company's valuation after listing was primarily due to significant progress in the Group's business development in the second half of 2025, taking into account the increase in customers and orders obtained, the launch of new technologies and significant progress in the Group's product R&D and production capacity, as well as a liquidity premium arising from the increased liquidity of shares after listing.

Compared to the Strategic Round investment, the increase in the Company's valuation in the last round of pre-IPO investment in August 2025 was due to progress in the Group's business development and significant progress in the Group's product R&D in 2025, for example, our receipt of the SAIL Award (the highest honor at the World Artificial Intelligence Conference (WAIC)) and our winning of a large-scale Optical Circuit Switching (OCS)-supported GPU cluster project.

strategic and well-known investors at the relevant time.

The valuation was negotiated and finalized with the relevant investors during the second half of 2023 to 2024, with reference to the Group's then-business development and the venture capital market sentiment, with the aim of attracting more important

strong interest in the industry. The relatively small difference in the discount to offer price per share between the Strategic Round investment conducted in 2025 and the B+ Round investment conducted in 2023 was because, although the Strategic Round investment was conducted in 2025,

customer deployment projects. We had commenced R&D on the next-generation high-performance GPGPU architecture and solutions. It also reflected the explosive demand for GPGPU chips and the financing enthusiasm driven by advancements in artificial intelligence (such as LLMs), which generated

Compared to the B+ Round financing, the increase in the Company's valuation in the Strategic Round financing was due to the mass production and commercialization of our GPGPU solutions and the achievement of milestone thousand-card GPGPU cluster

industry-leading performance. We also commenced the commercialization of our solutions and engaged with customers.

Compared to the Round B financing, the increase in the Company's valuation in the B+ Round financing was due to the successful tape-out and launch of our BR106 chip, with the BR106 demonstrating industry-leading performance in the MLPerf industry benchmark test suite.

verification. Positive market sentiment in the venture capital market also helped to generally enhance the valuations of AI chip companies.

Compared to the Pre-B+ Round financing, the increase in the Company's valuation in the Round B financing was due to the important business milestones achieved by the Company at the relevant time. For example, the successful execution and

History, Development and Corporate Structure

– 175 –

23.

22.

21.

20.

19.

18.

17.

Enterprise (Limited Partnership) ("Gongqingcheng Yunzhang"), Gongqingcheng Yunren Venture Capital Partnership Enterprise (Limited Partnership) ("Gongqingcheng Yunren"), Xiamen Tanren Investment Partnership Enterprise (Limited Partnership) ("Xiamen Tanren") and/or 3W

In June 2025, Shanghai Bili Ren and Mr. Zhang (as transferors), together with Jiaxing Jiuyi Zhixin New Materials Industry Equity Investment Partnership Enterprise (Limited Partnership) ("Jiuyi Zhixin"), Gongqingcheng Yunzhang Venture Capital Partnership

shares in the Company for an aggregate consideration of approximately RMB 2,397,750,230. On June 20, 2025, the relevant industrial and commercial change registration in respect of the Strategic Round financing was completed.

April 14, 2025, April 23, 2025, May 5, 2025, May 15, 2025 and June 12, 2025 entered into among the relevant parties, certain Pre-IPO Investors agreed to subscribe for an aggregate of 5,443,125

Park Development Group Co., Ltd. ("Knowledge City") and the Company and other parties, dated February 27, 2025, March 18, 2025, March 26, 2025, April 10, 2025, April 11, 2025,

Pursuant to the investment agreements entered into among Shanghai Linke Bixin Private Equity Fund Partnership Enterprise (Limited Partnership) ("Linke Bixin"), Guangzhou Industrial Investment Major Project Investment Special Fund Partnership Enterprise (Limited Partnership) ("Guangzhou Chanji"), Knowledge City (Guangzhou) Industrial

the B+ Round financing was completed.

agreement, the above-mentioned Pre-IPO Investors agreed to invest in the Company by way of subscribing for an increase in registered capital of RMB 827,296, for a consideration of RMB 330,000,000. On January 19, 2023, the relevant industrial and commercial change registration in respect of

Pursuant to the investment agreements dated January 13, 2022, June 8, 2022 and July 28, 2022 entered into among SME Huaying Fund, Beijing Yurun, Gongqingcheng Shenhe, the Company and our then shareholders and other parties, the above-mentioned Pre-IPO Investors agreed to enter into the investment

RMB 4,491,717, for a consideration of RMB 1,546,228,250. On May 26, 2021, the relevant industrial and commercial change registration in respect of Round B financing was completed.

then shareholders and other parties, dated January 5, 2021, January 20, 2021, March 24, 2021 and April 16, 2021, the above-mentioned Pre-IPO Investors agreed to invest in the Company by way of subscribing for an increase in registered capital of

Pursuant to the financing agreements entered into among MSA Growth, Cyber Chief, Praise Fortune, Lobelia, Nantong Jianghai Fund, GBA Fund, Zhihui Unicorn, PA GCC, RCIF, Jiaxin Zhizao, the Company and our

RMB 1,088,327,500. On November 19, 2020, the relevant industrial and commercial change registration in respect of the Pre-B+ Round financing was completed.

Company and our then shareholders dated September 27, 2020, the above-mentioned Pre-IPO Investors agreed to invest in the Company by way of subscribing for an increase in registered capital of RMB 4,201,712, for a consideration of

Pursuant to the investment agreement entered into among Huzhou Jingxin, Ningbo Meishan Huixin, CITIC Securities Investment Co., Ltd., BAI GmbH, Huibi No. 2, Country Garden Ventures, Suzhou Yuanqi, Matrice Capital, Shanghai State-owned Enterprise Reform Fund, the

November 19, 2020 for Champion Forest).

RMB 4,436,069, for a consideration of RMB 912,500,000. On October 13, 2020, the relevant industrial and commercial change registration in respect of the Pre-B Round financing was completed (except that the relevant change registration was completed on

then shareholders and other parties, dated August 6, 2020, August 26, 2020 and September 11, 2020, the above-mentioned Pre-IPO Investors agreed to invest in the Company by way of subscribing for an increase in registered capital of

Pursuant to the investment agreements entered into among Sky9 Alpha, Yancheng Zhiping, Gongqingcheng Fengjue, Shanghai Jinpu, Julong Jingrun, Gaorong Kangteng, Gaorong Kangyong, Champion Forest, Shenzhen Qianhai, Yuanqi Liqian and Jiaxing Yufeng, the Company and our

History, Development and Corporate Structure

– 175 –

Historical Development and Corporate Structure

Pursuant to investment agreements dated May 28, 2020, June 7, 2020, and July 15, 2020, entered into among Tianjin Yuheng, Suzhou Yaotu, Suzhou Huaying Phase VI Investment Partnership (Limited Partnership), Qingdao Huaxin Anchor Point, Shenzhen Songhe, Zhuhai Gree, Zhuhai Dahengqin, Zhongtong Ruide, Suzhou Juyuan, the Company, and our then-existing shareholders, the aforementioned pre-IPO investors agreed to invest in the Company by subscribing for an increase in registered capital of RMB 5,188,534 yuan at a consideration of RMB 791,200,000 yuan (approximately RMB 791.20 million). The relevant industrial and commercial change registration in connection with the Series A financing was completed on August 12, 2020.

Historical Development and Corporate Structure

Share Capital

▶

In July and August 2025, (i) Cyber Chief agreed to transfer 7,611,800 shares of the Company to Jupiter Global Master Fund Ltd. for a consideration of USD 7,770,923.15; (ii) Julong Jingrun agreed to transfer

26.

shares and 2,791,750 shares to Shenzhen Shidai Xinchuang No. 16 Investment Partnership (Limited Partnership) and Qingdao Turing Anchi Investment Partnership (Limited Partnership), for a total consideration of RMB 70,451,984. The consideration for such share transfers was settled on 14 August 2025.

Share Capital

▶

4,414,100 shares of the Company to Gongqingcheng Chongtai Zhihe Venture Capital Partnership (Limited Partnership) (共青城崇泰智核創業投資合夥企業（有限合夥）), for a consideration of RMB35,000,000; (iii) Mr. Liang agreed to transfer 685,750 shares, 5,197,850 shares and

For illustrative purposes only, and does not take into account the effect of the share subdivision approved by the then shareholders of the Company in June 2025. If the effect of the share subdivision is taken into account, the cost per share would be RMB9.9063.

The consideration was approximately RMB1,914,983,800. The relevant business registration change was completed on 14 August 2025.

Pursuant to the investment agreements entered into by Minsheng Tonghui Asset Management Co., Ltd. (民生通惠資產管理有限公司) ("Minsheng Tonghui") and Turing Anchang (圖靈安昌) dated 10 July 2025, 21 July 2025, 29 July 2025, 30 July 2025, 31 July 2025 and 15 August 2025, the Pre-IPO Investors agreed to subscribe for an aggregate of 193,309,850 shares of the Company (taking into account the share subdivision approved by the then shareholders of the Company in June 2025),

25.

24.

tion.

shares to Jiuyi Zhixin (久奕執信), Gongqingcheng Yunzhang (共青城雲章), Gongqingcheng Yunren (共青城雲仞), Xiamen Tanren (廈門探韌) and 3W Global, for an aggregate consideration of approximately RMB386.76 million. The consideration for such share transfers was fully paid on 20 June 2025.

Global II Ltd ("3W Global")

Share Capital

▶

(each as transferee) entered into share transfer agreements, pursuant to which a total of 156,353 shares, 119,179 shares, 238,359 shares, 167,892 shares and 407,940 shares of the Company were transferred respectively.

History, Development and Corporate Structure

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History, Development and Corporate Structure

Rights of Pre-IPO Investors

Pursuant to the shareholders' agreement dated June 13, 2025 (the "Shareholders' Agreement"), the Pre-IPO Investors were granted customary special rights, including but not limited to (i) right of first refusal and co-sale rights, (ii) anti-dilution rights, (iii) liquidation rights, (iv) redemption rights, and (v) information rights. Pursuant to the termination agreement entered into on June 25, 2025 between the Company and (among others) the then shareholders of the Company (the "Termination Agreement"), (a) the redemption rights shall be terminated immediately before the Company submits its listing application to the Stock Exchange of Hong Kong (the "Listing Application"), provided that they may be reinstated if the Listing Application is returned or lapses and the Company fails to resubmit within six months or such other period as agreed by the parties, or is rejected; and (b) all other special rights under the Shareholders' Agreement (including, among others, right of first refusal and co-sale rights and information rights) shall be terminated from the date of listing.

Confirmation of Joint Sponsors

Based on (i) the expected listing occurring more than 120 complete days after the completion of the Company's last round of Pre-IPO investment; and (ii) all special rights granted to the Pre-IPO Investors ceasing to be effective and being terminated prior to listing (except for the redemption rights as described above), the Joint Sponsors confirm that the Pre-IPO investments comply with Chapter 4.2 of the New Listing Applicant Guidelines.

Information on Our Pre-IPO Investors

Set out below are descriptions of our Pre-IPO Investors (including Sophisticated Independent Investors). As of the Latest Practicable Date, we have five Sophisticated Independent Shareholders, who are also our Pathfinder Sophisticated Independent Investors. Apart from being shareholders of the Company, each of our Sophisticated Independent Investors is independent of and has no connection with any director, chief executive officer or substantial shareholder of the Company, its subsidiaries or any of their respective associates (as defined in the Listing Rules). Unless otherwise disclosed, the general partners, ultimate beneficial owners, and limited partners and shareholders holding 30% or more of the partnership interests or equity interests (as the case may be) of the Pre-IPO Investors are all independent third parties.

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History, Development and Corporate Structure

Our Pathfinder Sophisticated Independent Investors

Qiming Venture Partners (启明创投)

QM120 is a company incorporated under the laws of the British Virgin Islands, ultimately owned by Qiming Venture Partners VI, L.P. ("QVP") and Qiming Managing Directors Fund VI, L.P. ("QMDF"). QVP and QMDF (collectively, the "Qiming Funds") are sophisticated investors operated by Qiming Venture Partners (启明创投), registered in the Cayman Islands as exempted limited partnerships, focusing on investments in early-stage companies in the technology, consumer, and healthcare sectors. Qiming GP VI, L.P. is the general partner of QVP, and Qiming Corporate GP VI, Ltd. is the general partner of both Qiming GP VI, L.P. and QMDF. The voting rights and investment rights of the Qiming Funds are exercised by Qiming Corporate GP VI, Ltd. Apart from Gary Edward Rieschel and Duane Ziping Kuang (each an independent third party), no other shareholder of Qiming Corporate GP VI, Ltd. holds 30% or more of its equity interests. No limited partner of QVP or QMDF holds more than 30% of the partnership interests. Qiming Venture Partners (启明创投) is a leading venture capital firm in China, with a portfolio that includes some of the most influential brands in their respective fields. As of November 30, 2019(1) and as of December 31, 2024, the assets under management of Qiming Venture Partners (启明创投) were over US$4.2 billion and over US$9.5 billion, respectively.

Pursuant to Rule 18C.05 of the Listing Rules, as of June 27, 2025 (being the date on which the Company's first listing application was submitted) and June 27, 2024 (being the commencement date of the 12-month period prior to the application), QM120 held respectively

Share Capital

▶

approximately 4.78% and 5.58% of the total issued share capital.

Country Garden Ventures

Huibi No. 2 is a limited partnership established under the laws of the People's Republic of China, whose general partner is Guangzhou Chenghui Equity Investment Management Co., Ltd. (广州成匯股權投資管理有限責任公司), which is ultimately controlled by Country Garden Holdings Co., Limited (碧桂園控股有限公司) (a company listed on the Stock Exchange of Hong Kong, stock code: 02007) ("**Country Garden Holdings**"). The largest limited partners of Huibi No. 2 are Country Garden Ventures (碧桂園創投) and Foshan Shunde Rongyue Enterprise Management Co., Ltd. (佛山市順德區榮躍企業管理有限公司), each holding 49.95% of the limited partnership interests. No other limited partner of Huibi No. 2 holds 30% or more of the partnership interests.

(1) Refers to the date no more than six months prior to the date on which the relevant investor entered into the relevant definitive agreement in respect of its earliest investment in our Company.

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History, Development and Corporate Structure

Country Garden Ventures (碧桂園創投) is a limited liability company established under the laws of the People's Republic of China in June 2019, and is ultimately controlled by Country Garden Holdings. As of 30 June 2020(1) and 31 December 2024, the total size of Country Garden Ventures' investment portfolio exceeded HK$2 billion and HK$5 billion, respectively, all of which comprised investments in specialist technology. The members of Country Garden Ventures' investment team have extensive experience working at well-known investment banks and asset management companies, and possess deep expertise in private equity and securities investments.

Country Garden Ventures was established in June 2019. In its early stages, the number and scale of investment projects (particularly in the specialist technology sector) were small but growing. In 2021 and 2022, the fund recorded significant growth in transaction amounts and scale targeting high-technology sectors such as semiconductors, next-generation technology, and artificial intelligence. As a result, over the years, the number of specialist technology sector investments managed by Country Garden Ventures increased from 3 as of 30 June 2020 to more than 10 as of 31 December 2024, driving overall growth in its investment portfolio size. In addition to the increase in the number of investee companies, the scale of Country Garden Ventures' investment amounts in the specialist technology sector has also grown. For example, in April 2021, it made a further investment in Unisoc (Shanghai) Technologies Co., Ltd. (紫光展銳（上海）科技股份有限公司) (in which it first invested in May 2020). Furthermore, although Country Garden Ventures had already managed several portfolio companies engaged in the specialist technology sector as of 30 June 2020, such early-stage investments required time to mature, and as the portfolio companies' businesses gradually matured, expanded in scale and grew, the valuation of Country Garden Ventures' portfolio as of December 2024 increased and its portfolio size grew rapidly compared to June 2020.

Since its establishment and up to the Latest Practicable Date, the investment portfolio managed by Country Garden Ventures has encompassed multiple companies across different fields, and its managed investment portfolio in the specialist technology sector includes (among others) Unisoc (Shanghai) Technologies Co., Ltd. (紫光展銳（上海）科技股份有限公司), Landspace Technology Co., Ltd. (藍箭航天空間科技股份有限公司), Jidian Guangneng Co., Ltd. (極電光能有限公司), Fengyi Technology (Shenzhen) Co., Ltd. (豐翼科技（深圳）有限公司), Zhejiang Huicang Intelligent Technology Co., Ltd. (浙江慧倉智能科技有限公司), and CXMT Group Co., Ltd. (長鑫科技集團股份有限公司).

Pursuant to Rule 18C.05 of the Listing Rules, as of 27 June 2025 (being the date on which our Company's initial listing application was submitted) and 27 June 2024 (being the commencement date of the 12-month period prior to the application), Huibi No. 2 (匯碧二號) and Country Garden Ventures (碧桂園創投)

Share Capital

▶

together hold approximately 3.47% and 4.05% of the total issued share capital of our Company, respectively.

(1)

Refers to a date no more than six months prior to the date on which the relevant investor signed the relevant definitive agreement in connection with its earliest investment in our Company.

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History, Development and Corporate Structure

Sky9 Capital

Sky9 Alpha is a limited company incorporated in Hong Kong, wholly owned by Sky9 Capital Fund IV, L.P., whose general partner is Sky9 Capital Fund IV GP Ltd. Sky9 Capital Fund IV GP Ltd is ultimately controlled by Mr. Ronald CAO ("Mr. Cao").

Sky9 Capital MVP Fund II, L.P. ("Sky9 Capital MVP") is a limited partnership established in the Cayman Islands, whose general partner is Sky9 Capital MVP Fund II GP Ltd., ultimately controlled by Mr. Cao. None of the limited partners of Sky9 Capital MVP holds more than 30% of its partnership interests.

上海雲玖一號創業投資合夥企業（有限合夥） ("Yunjiu No. 1") is a limited partnership established in China. Its general partner is 上海澐涌投資管理有限公司, ultimately controlled by Mr. Cao. One of the limited partners of Yunjiu No. 1 holds more than 30% of its partnership interests.

Sky9 Alpha, Sky9 Capital MVP and Yunjiu No. 1 are funds managed by Sky9 Capital. Sky9 Capital is a venture capital firm focused on early-stage investments, with offices in Beijing, Shanghai, Singapore and San Francisco, dedicated to supporting global breakthrough technologies and outstanding innovators. The partners of Sky9 Capital have invested in a number of global technology companies (including specialist technology companies), such as: PDD Holdings (a company listed on NASDAQ, stock code: PDD), 中際旭創股份有限公司 (a company listed on the Shenzhen Stock Exchange, stock code: 300308), Full Truck Alliance (a company listed on the New York Stock Exchange, stock code: YMM), FinVolution (a company listed on the New York Stock Exchange, stock code: FINV), 晶泰科技 (a company listed on the Stock Exchange of Hong Kong, stock code: 2228), WeRide (a company listed on NASDAQ, stock code: WRD), Energy Monster (a company listed on NASDAQ, stock code: EM), 北京青雲科技集團股份有限公司 (a company listed on the Shanghai Stock Exchange, stock code: 688316), Webull (a company listed on NASDAQ, stock code: BULL), 北京五一視界數字孿生科技股份有限公司, 極石汽車, and others.

As of 30 June 2020(1), the fair value of Sky9 Capital's investments in specialist technology companies exceeded USD 88.21 million. As of 31 December 2024, the fair value of Sky9 Capital's investments in specialist technology companies exceeded USD 749.46 million.

Share Capital

▶

MVP and Yunjiu No. 1 (雲玖一號) collectively hold approximately 2.88% and 1.55%, respectively, of the total issued share capital of our Company.

(1)

Refers to the date no more than six months prior to the date on which the relevant investor signed the relevant definitive agreement in connection with its earliest investment in our Company.

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History, Development and Corporate Structure

Zhuhai Gree (珠海格力)

Zhuhai Gree (珠海格力) is a limited liability company incorporated under the laws of the People's Republic of China. Zhuhai Gree (珠海格力) is wholly owned by Zhuhai Gree Financial Investment Management Co., Ltd. (珠海格力金融投資管理有限公司), which is ultimately controlled by Zhuhai Gree Group Co., Ltd. (珠海格力集團有限公司) ("Gree Group" (格力集團)). Gree Group (格力集團) is a state-owned capital investment platform headquartered in Zhuhai. Gree Group (格力集團) is 90% owned by the State-owned Assets Supervision and Administration Commission of the Zhuhai Municipal People's Government, and no other shareholder holds more than 30% of its equity interest. Since its establishment, Gree Group (格力集團) has become a leading state-owned enterprise in Zhuhai, with an entity credit rating of AAA.

Gree Group (格力集團) also invests in well-known companies across various industries, such as Zhuhai Gree Electric Appliances, Inc. (珠海格力電器股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 000651), Zhuhai Hangyu Micro Technology Co., Ltd. (珠海航宇微科技股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 300053), Kineta Pharma Limited (開拓藥業有限公司) (a company listed on the Stock Exchange, stock code: 9939), and Guangzhou Improve Medical Instruments Co., Ltd. (廣州陽普醫療科技股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 300030).

As of 31 December 2019(1) and 31 December 2024, the total scale of Gree Group's (格力集團) investment portfolio exceeded HK$15 billion (150億港元), respectively.

Pursuant to Rule 18C.05 of the Listing Rules, as of 27 June 2025 (being the date on which our Company first submitted its listing application) and 27 June 2024 (being the commencement date of the 12-month period prior to the application), Zhuhai Gree (珠海格力) held, respectively, our Company's issued

Share Capital

▶

approximately 2.39% and 2.79% of the total issued share capital.

Songhe Capital

Shenzhen Songhe (深圳市松禾) is a limited partnership established under the laws of China. The general partner of Shenzhen Songhe is Shenzhen Songhe Growth Private Equity Fund Management Co., Ltd. (深圳市松禾成長私募股權基金管理有限公司), which is 55% held by Mr. Li Wei (厲偉), and no other shareholder holds more than 30% of the equity interest in Shenzhen Songhe Growth Private Equity Fund Management Co., Ltd. No limited partner of Shenzhen Songhe holds more than 30% of its partnership interest.

Shenzhen Songhe is affiliated with Songhe Capital (松禾資本) (founded by Mr. Li Wei (厲偉) and Mr. Luo Fei (羅飛)), a venture capital firm focused on strategic emerging industries such as digital technology, precision medicine, and next-generation materials, committed to becoming a globally influential technology investment institution. Songhe Capital also invests in well-known companies across various industries, such as SenseTime Group Limited (商湯集團股份有限公司)

(1) Refers to a date no more than six months prior to the date on which the relevant investment agreement was signed by the relevant investor in connection with their earliest investment in the Company.

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History, Development and Corporate Structure

(a company listed on the Hong Kong Stock Exchange, stock code: 0020), UBTECH Robotics Corp Ltd (深圳市優必選科技股份有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 9880), Shenzhen Dobot Co., Ltd. (深圳市越疆科技股份有限公司) (a company listed on the Hong Kong Stock Exchange, stock code: 2432), and Cix Technology Co., Ltd. (芯耀輝科技有限公司). As of 31 December 2019(1) and 31 December 2024, the total assets under management of funds managed by Songhe Capital exceeded HK$15 billion respectively.

Pursuant to Rule 18C.05 of the Listing Rules, as of 27 June 2025 (being the date on which the Company first submitted its listing application) and 27 June 2024 (being the commencement date of the 12-month period prior to the application), Shenzhen Songhe held approximately 2.39% and 2.79% of the total issued share capital of the Company, respectively.

Share Capital

▶

Shanghai Bili Ren, Mr. Liang, and senior independent investors collectively hold approximately 80% of our total issued share capital:

Zhuhai Dahengqin

Zhuhai Dahengqin is a limited liability company established under the laws of China, 51% held by China Cinda Asset Management Co., Ltd. through Zhuhai Yuexinchen Investment Co., Ltd., and 49% held by Zhuhai Dahengqin Real Estate Co., Ltd. The ultimate beneficial owner of China Cinda Asset Management Co., Ltd. is Central Huijin Investment Ltd., a wholly state-owned company.

Yuanqi Liqian and Beijing Yurun

Yuanqi Liqian is a limited partnership established under the laws of China, whose executive partner is Shenzhen Gaolou Tiancheng Phase III Investment Co., Ltd. (an independent third party), and whose limited partners are all private equity funds registered with the Asset Management Association of China. Shenzhen Gaolou Tiancheng Phase III Investment Co., Ltd. is 55% held by independent third party Ms. Zhang Haiyan, and no other shareholder holds 30% or more of its equity. Limited partners holding 30% or more of the partnership interests in Yuanqi Liqian include Shenzhen Gaolou Muqi Equity Investment Fund Partnership (Limited Partnership) (holding 50.1143% of the limited partnership interests in Yuanqi Liqian) and Xiamen Gaolou Ruiqi Equity Investment Fund Partnership (Limited Partnership) (holding 36.4184% of the partnership interests in Yuanqi Liqian).

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History, Development and Corporate Structure

Beijing Yurun is a limited partnership established under the laws of China. Beijing Yurun is a private equity fund registered with the Asset Management Association of China, whose executive partner is Beijing Gaolou Yuqing Investment Management Co., Ltd. (an independent third party). No limited partner of Beijing Yurun holds more than 30% of the limited partnership interests. Beijing Gaolou Yuqing Investment Management Co., Ltd. is ultimately 55% held by independent third party Ms. Zhu Xiuhua. No other ultimate beneficial owner of Beijing Gaolou Yuqing Investment Management Co., Ltd. holds 30% or more of its equity.

Qingdao Huaxin Anchor

Qingdao Huaxin Anchor is a limited partnership established under the laws of China, whose executive partner, Qingdao Anchor Technology Investment Development Co., Ltd., is controlled by Mr. Wang Lin, a director of the Company. No limited partner of Qingdao Huaxin Anchor holds more than 30% of the limited partnership interests.

Chengfeng

Chengfeng is a limited liability company incorporated under the laws of the British Virgin Islands, principally engaged in equity investment business. It is held by 12 independent third parties, none of whom holds more than 30% of the equity. As confirmed by Chengfeng, they have no ultimate beneficial owner.

Shanghai Entropy and

Shanghai Entropy and Technology Development Co., Ltd. ("Shanghai Entropy and") is a limited liability company established under the laws of China, held by independent third-party investors.

Linke Bixin

Linke Bixin is a limited partnership established under the laws of China, whose general partner is Shanghai Lingang Kechuang Investment Management Co., Ltd. ("Lingang Kechuang"). Lingang Kechuang is 40% held by Shanghai Lingzhi Enterprise Management Center (Limited Partnership) ("Shanghai Lingzhi", a limited partnership in which Wu Wei holds 97% of the limited partnership interests), and 30% each held by Shanghai Linchuang Investment Management Co., Ltd. (a limited liability company approximately 63% indirectly controlled by the Shanghai State-owned Assets Supervision and Administration Commission) and Shenzhen Houwang Investment Management Co., Ltd. (a limited liability company 99% held by Zeng Zhijie).

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History, Development and Corporate Structure

The general partner of Shanghai Lingzhi is Lingsheng (Shanghai) Business Consulting Co., Ltd., a limited liability company wholly owned by Wu Wei.

Linke Bixin is held by three independent third parties as limited partners: Shanghai Minhang Financial Investment Development Co., Ltd. (a limited liability company wholly owned by the Shanghai Minhang District State-owned Assets Supervision and Administration Commission), Shanghai Artificial Intelligence Industry Equity Investment Fund Partnership (Limited Partnership) (a limited partnership ultimately controlled by Wu Wei, with no limited partner holding more than 30% of the partnership interests), and Shanghai Guotou Xiandao Artificial Intelligence Private Investment Fund Partnership (Limited Partnership), holding 40%, 40%, and 20% respectively. The general partner of Shanghai Artificial Intelligence Industry Equity Investment Fund Partnership (Limited Partnership) is Shanghai Artificial Intelligence Industry Investment Management Center (Limited Partnership), whose general partner is Lingang Kechuang.

Minsheng Tonghui

Minsheng Tonghui Asset Management Co., Ltd. ("Minsheng Tonghui") is a limited liability company established under the laws of China. Minsheng Tonghui is wholly owned by Minsheng Life Insurance Co., Ltd. ("Minsheng Life", ultimately owned by Lu Weiding). The largest shareholder of Minsheng Life is China Wanxiang Holdings Co., Ltd., holding approximately 37% of Minsheng Life, which is 70.95% owned by independent third party Lu Weiding and 20% owned by Shanghai Guandingze Co., Ltd. (a company 70% owned by Lu Weiding). No other shareholder of Minsheng Life holds more than 30% of its equity.

Minsheng Tonghui is principally engaged in fixed income investment, equity investment, and other activities.

IDG Capital

Champ Earn is a limited liability company incorporated in Hong Kong, whose controlling shareholder IDG China Venture Capital Fund V L.P. is an independent third party holding 94.61% of its equity. The ultimate beneficial owners of IDG China Venture Capital Fund V L.P. are independent third parties Chi Sing HO and Quan ZHOU. IDG China Venture Capital Fund V L.P. is a venture capital fund principally investing in seed-stage and growth-stage companies in China, focusing on information technology, media, healthcare, energy, clean technology, non-technology consumer businesses and services-related industry sectors, including but not limited to companies engaged in software, internet, telecommunications, media, and managed healthcare businesses.

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History, Development and Corporate Structure

PA GCC

PA GCC is a limited liability company incorporated under the laws of the Cayman Islands, indirectly controlled by Ping An Insurance (Group) Company of China Overseas (Holdings) Limited, which is wholly owned by Ping An Insurance (Group) Company of China, Ltd., a listed company whose A shares are listed on the Shanghai Stock Exchange (stock code: 601318) and whose H shares are listed on the Stock Exchange of Hong Kong (stock code: 2318).

Huzhou Jingxin

Huzhou Jingxin is a limited partnership established under the laws of China, whose general partner is Li Xinyan, an independent third party of the Company. The limited partner of Huzhou Jingxin is Shandong Yizhou Energy Co., Ltd., which is ultimately wholly owned by Zhang Jianqun, an independent third party of the Company, holding approximately 99.8% of the interests therein.

Yunhui Capital

Ningbo Meishan Xingyinfeng, Gonggingcheng Fengjue, Gongqingcheng Yunzhang, and Gongqingcheng Yunren are all limited partnerships established under the laws of China. The general partner of Ningbo Meishan Xingyinfeng is Dongtai Yunchang Investment Management Partnership (Limited Partnership), and the general partners of Dongtai Yunchang Investment Management Partnership (Limited Partnership) and Gongqingcheng Fengjue, Gongqingcheng Yunzhang, and Gongqingcheng Yunren are all Beijing Yunhui Private Equity Fund Management Co., Ltd. ("Yunhui Capital"), which is 25% each owned by Zhu Feng, Duan Aimin, Xiong Yanpin, and Li Xing (all independent third parties). The single largest limited partner of Gongqingcheng Fengjue is Gongqingcheng Ruixin No. 6 Venture Investment Partnership (Limited Partnership), holding 99.7234% of the partnership interests in Gongqingcheng Fengjue. The largest limited partners of Ningbo Meishan Xingyinfeng are Xiao Dongxiu and Shenzhen Hepuyuan Industrial Co., Ltd., each holding more than 30% of the partnership interests in Ningbo Meishan Xingyinfeng. The largest limited partner of Gongqingcheng Yunzhang is Xie Hong, holding approximately 33.47% of the partnership interests in Gongqingcheng Yunzhang. No limited partner of Gongqingcheng Yunren holds more than 30% of the partnership interests.

Yunhui Capital is a private equity investment management company founded in early 2016, focusing on investments in the hard technology sector.

Lobelia

Lobelia is a limited liability company incorporated in the British Virgin Islands, controlled by C Ventures Fund II L.P., a venture capital fund whose general partner is C Ventures Fund Ltd., a limited liability company ultimately wholly owned by Youngtimers AG (a company listed in Switzerland (stock code:

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History, Development and Corporate Structure

YTME)). C Ventures Fund II L.P. is managed by its investment manager C Ventures Fund II Investment Manager LLC (a Delaware company) and its sub-investment manager C Capital Investment Management Limited (a Hong Kong SFC-licensed entity), both of which are independent third parties. The single largest shareholder of Lobelia is Classic Flame Limited, holding approximately 37.5% of its total issued shares. No other shareholder of Lobelia holds more than 30% of its equity.

Huaying Capital

SME Huaying Fund is a limited partnership established under the laws of China, whose general partner is Huaying Capital Management Co., Ltd., an independent third party, which is 50% held by Shanghai Yitong Investment Co., Ltd. (ultimately controlled by Qu Yuying) and 50% held by Shanghai Honglang Investment Management Co., Ltd. (ultimately controlled by Ying Jin).

Huaying Capital Management Co., Ltd. is a leading comprehensive private equity investment institution in China and one of the earliest private equity investment institutions in China with extensive deployment and rich experience in the digital field. The single largest limited partner of SME Huaying Fund is Suzhou Huaying Phase VI Investment Partnership (Limited Partnership), holding approximately 31.87% of the partnership interests in the fund. No other limited partner of SME Huaying Fund holds more than 30% of the limited partnership interests.

Harvest Capital

Jiaxin Zhizao is a limited partnership established under the laws of China, whose general partner is Shenzhen Qianhai Hongzhao Fund Management Co., Ltd., an independent third party, 95% held by independent third party Yao Lianni. The single largest limited partner of Jiaxin Zhizao is Harvest Capital Management Co., Ltd. (holding approximately 86.42% of the partnership interests in Jiaxin Zhizao, acting as manager on behalf of two collective asset management plans). No other limited partner of Jiaxin Zhizao holds more than 30% of its equity. Harvest Capital Management Co., Ltd. is a controlling subsidiary of Harvest Fund Management Co., Ltd., and Harvest Fund Management Co., Ltd. has no actual controller.

Source Code Capital

Suzhou Yuanqi is a limited partnership established under the laws of China, whose general partner is Ningbo Yuanzhang Investment Management Partnership (Limited Partnership), an independent third party of the Company, whose general partner is Hangzhou Yuanwei Management Consulting Co., Ltd., which is ultimately controlled by independent third party Cao Yi. No limited partner of Suzhou Yuanqi holds more than 30% of the limited partnership interests.

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History, Development and Corporate Structure

Matrice Capital is a limited company incorporated in Hong Kong. The sole shareholder of Matrice Capital is Source Code Venture Fund IV L.P. ("Source Code Fund IV"). Source Code Fund IV is a private fund registered in the Cayman Islands. No entity or individual holds 30% or more of the partnership interests in Source Code Fund IV.

Jiuyi Investment

Jiaxing Jiuyi Xinyuan New Energy Venture Investment Partnership (Limited Partnership) ("Jiuyi Xinyuan") and Jiuyi Zhixin are both limited partnerships established under the laws of China, whose general partner is Shanghai Jiuyi Yonglin Private Equity Fund Management Co., Ltd., which is indirectly wholly owned by Shanghai Jiuyi Yongyan Investment Management Co., Ltd. Shanghai Jiuyi Yongyan Investment Management Co., Ltd. is 51% held by Ouyang Leijun and 49% held by Wang Xiaoming.

The largest limited partner of Jiuyi Xinyuan is Shanghai Honglida Information Technology Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 688330, stock abbreviation: Honglida)), holding 36.23% of the limited partnership interests. The largest limited partner of Jiuyi Zhixin is Jiangsu Jianjin Investment Co., Ltd. ("Jiangsu Jianjin"), holding 36.84% of the limited partnership interests. Jiangsu Jianjin also holds approximately 18.12% of the partnership interests in Jiuyi Xinyuan. Jiangsu Jianjin is also a shareholder of the Company, holding approximately 0.25% of the Company's equity as of the Latest Practicable Date. No other limited partner of Jiuyi Xinyuan or Jiuyi Zhixin holds more than 30% of their respective partnership interests.

Hangzhou Unicorn

Hangzhou Unicorn is a limited partnership established under the laws of China, registered with the Asset Management Association of China as a private equity investment fund (fund registration number: SJN148). The general partner and fund manager of Hangzhou Unicorn is Shenzhen Qianhai Honghao Asset Management Co., Ltd. (controlled by Hao Ting), an independent third party, and is a private equity and venture capital fund manager registered with the Asset Management Association of China (registration number: P1021681). Shenzhen Qianhai Honghao Asset Management Co., Ltd. focuses on initiating and establishing private investment funds for management purposes, to carry out early-stage venture investment and expansion-stage growth investment, with a primary focus on high-technology projects such as artificial intelligence and high-end manufacturing, including key hardware, algorithm models, fundamental application technologies, and product integrated applications. The single joint largest limited partners of Hangzhou Unicorn are Chen Huiling and Shenzhen Jiaren Innovation Technology Co., Ltd. (each holding approximately 11.90% of the partnership interests). No limited partner of Hangzhou Unicorn holds more than 30% of the partnership interests.

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History, Development and Corporate Structure

Puro Capital

Tianjin Yuheng is a limited partnership established under the laws of China, whose general partner Zhuhai Pusheng Enterprise Management Co., Ltd. is an independent third party of the Company. Zhuhai Pusheng Enterprise Management Co., Ltd. is held by ultimate beneficial owners Guo Biao and Xu Chenhao. Guo Biao and Xu Chenhao are partners of Puro Capital. Puro Capital focuses on equity investment in China's advanced manufacturing sector, including integrated circuits, high-end manufacturing, new energy, and other areas. The single largest limited partner of Tianjin Yuheng is Puro Haihe Technology Manufacturing Industry Investment Fund (Tianjin) Partnership (Limited Partnership), an independent third party of the Company, holding 70.4225% of the limited partnership interests in Tianjin Yuheng. No other limited partner of Tianjin Yuheng holds more than 30% of the partnership interests.

Turing Asset Management

Qingdao Turing Anqian Investment Partnership (Limited Partnership) ("Turing Anqian"), Qingdao Turing Anchang Investment Partnership (Limited Partnership) ("Turing Anchang"), and Qingdao Turing Anchi Investment Partnership (Limited Partnership) ("Turing Anchi") are all limited partnerships established under the laws of China, whose general partner is Hangzhou Turing Asset Management Co., Ltd. ("Turing Asset Management"). Turing Asset Management is approximately 82% held by independent third party Wang Xiaoyan. The single largest limited partner of Turing Anchang is Luzhou Puxin Equity Investment Fund Partnership (Limited Partnership), holding approximately 39.88% of the partnership interests in Turing Anchang. The single largest limited partners of Turing Anchi are Lai Zuoqin and Deng Wei, each holding approximately 49.98% of the partnership interests in Turing Anchi. No other limited partner of Turing Anqian, Turing Anchang, or Turing Anchi holds 30% or more of the partnership interests.

Turing Asset Management focuses on investment in industries such as semiconductors, defense, new energy, artificial intelligence, and medical devices. Turing Asset Management's investment portfolio includes NetEase Cloud Music Inc. (a company listed on the Stock Exchange of Hong Kong, stock code: 9899), Dingdang Health Technology Group Limited (a company listed on the Stock Exchange of Hong Kong, stock code: 9886), and Shanghai Xinxiangwei Electronics Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 688593), among others.

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History, Development and Corporate Structure

Ruiyu Capital

Jiaxing Yufeng and Jiaxing Yuzhen are each a limited partnership established under the laws of China. No limited partner of either Jiaxing Yufeng or Jiaxing Yuzhen holds more than 30% of the limited partnership interests. The general partner and fund manager of Jiaxing Yufeng and Jiaxing Yuzhen is Jiaxing Ruiyu Equity Investment Co., Ltd. (both being independent third parties), which is wholly owned by Wang Yu, with investment coverage spanning healthcare, technology, and other fields.

3W Fund

3W Global is a limited liability company incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of 3W Global Fund. No single investor holds 30% or more of the interests in 3W Global Fund. 3W Global Fund is managed by 3W Fund Management Limited (an investment management company focusing on equity investment) as its investment manager. 3W Fund Management Limited is wholly owned by Mr. Weiwei WU.

**Meaningful Investments by Cornerstone Senior Independent Investors and Senior Independent Investors**

We have received investments from five cornerstone senior independent investors (namely QM120, Country Garden Ventures (including Country Garden Ventures and Huibi No. 2), Sky9 Capital, Zhuhai Gree, and Shenzhen Songhe), all of whom invested in the Group at least 12 months prior to the initial submission of the listing application to the Stock Exchange, and during the period of 12 months prior to the listing application date and as of the listing application date jointly

Share Capital

▶

47.52% of our total issued share capital (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised).

At the indicative Offer Price range of HK$17.00, HK$18.30 and HK$19.60 per Offer Share (being the lower end, mid-point and upper end of the indicative Offer Price range, respectively), the expected market capitalisation of the Company's Shares will exceed HK$30 billion. Pursuant to Rule 19A.13A(1) of the Listing Rules, at least 11.22%, 10.42% and 10.00%, respectively, of the total issued Shares must be held by the public at the time of listing. Accordingly, the Company will satisfy the minimum public float requirement under Rule 19A.13A(1) immediately following listing.

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History, Development and Corporate Structure

Lock-up and Free Float Requirements under the Listing Rules

Rule 18C.14 of the Listing Rules provides that certain persons identified in the listing document of a Specialist Technology Company, and their respective close associates, must not, and must procure that the relevant registered holders do not, sell or enter into any agreement to sell or otherwise create any option, right, interest or encumbrance over any Shares from the date of listing until the applicable date after the expiry of the period prescribed under Rule 18C.14 of the Listing Rules (except as permitted under Chapter 18C of the Listing Rules). Details of shareholders subject to lock-up restrictions under Rule 18C.14 of the Listing Rules are as follows:

| Shareholder Name | Capacity | Number of Shares as at the Listing Date | Shareholding Percentage(1) | Lock-up Period | |---|---|---|---|---| | Mr. Zhang | Founder, executive Director and CEO of the Group | 183,174,800 | 7.77% | From the date of this prospectus until the expiry of 12 months after the Listing Date | | Shanghai Biliren (上海壁立仞) | Close associate of Mr. Zhang | 191,221,400(2) | 8.11% | From the date of this prospectus until the expiry of 12 months after the Listing Date | | QM120 | Pathfinder Senior Independent Investor | 91,773,400 | 3.89% | From the date of this prospectus until the expiry of 6 months after the Listing Date |

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History, Development and Corporate Structure

| Shareholder Name | Capacity | Number of Shares as at the Listing Date | Shareholding Percentage(1) | Lock-up Period | |---|---|---|---|---| | Country Garden Ventures (碧桂園創投) (including shares held by Country Garden Ventures and Huibi No. 2 (匯碧二號)) | Pathfinder Senior Independent Investor | 66,597,200(3) | 2.82% | From the date of this prospectus until the expiry of 6 months after the Listing Date | | Sky9 Capital | Pathfinder Senior Independent Investor | 55,270,450(4) | 2.34% | From the date of this prospectus until the expiry of 6 months after the Listing Date | | Zhuhai Gree (珠海格力) | Pathfinder Senior Independent Investor | 45,904,650 | 1.95% | From the date of this prospectus until the expiry of 6 months after the Listing Date | | Shenzhen Songhe (深圳市松禾) | Pathfinder Senior Independent Investor | 39,967,350 | 1.69% | From the date of this prospectus until the expiry of 6 months after the Listing Date |

Notes:

1. Calculated on the basis of 2,358,977,900 Shares expected to be issued upon completion of the Global Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised.

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History, Development and Corporate Structure

2. Shanghai Biliren (上海壁立仞) is our employee incentive platform. We have granted options under the pre-IPO employee incentive scheme to selected participants in exchange for indirect limited partnership interests in 31 limited partners of Shanghai Biliren. As at the Latest Practicable Date, four Directors (including our Chief Technology Officer Mr. Zhou HONG and our Chief Operating Officer Mr. Linglan ZHANG, who are also key management personnel and core members of our R&D team) are limited partners among the four limited partners of Shanghai Biliren, including: (i) Limited Partnership Enterprise 1 (a limited partner of Shanghai Biliren, holding approximately 46.54% of its partnership interests), in which Mr. Zhou ZHONG, Mr. Linglan ZHANG and Mr. Luting PAN hold 35.32%, 22.91% and 1.28% of the partnership interests in Limited Partnership Enterprise 1, respectively; (ii) Limited Partnership Enterprise 2 (a limited partner of Shanghai Biliren, holding approximately 9.08% of its partnership interests), in which Mr. Xiao holds 2.53% of the partnership interests in Limited Partnership Enterprise 2; (iii) Limited Partnership Enterprise 3 (a limited partner of Shanghai Biliren, holding approximately 1.95% of its partnership interests), in which Mr. Xiao holds 66.89% of the partnership interests in Limited Partnership Enterprise 3; and (iv) Limited Partnership Enterprise 31 (a limited partner of Shanghai Biliren, holding approximately 2.83% of its partnership interests), in which Mr. Luting PAN holds 17.23% of the partnership interests in Limited Partnership Enterprise 31. Such partnership interests held by our four executive Directors in the limited partners of Shanghai Biliren will be subject to lock-up restrictions, expiring upon the end of the 12-month period commencing from the Listing Date. Save as disclosed above, no other senior management or key management personnel and core R&D team members hold any interests in the Company.

3. Comprising 33,298,600 Shares held by Huibi No. 2 (匯碧二號) and 33,298,600 Shares held by Country Garden Ventures (碧桂園創投).

4. Comprising 29,194,700 Shares held by Sky9 Alpha, 20,400,500 Shares held by Sky9 Capital MVP and 5,675,250 Shares held by Yunjiu No. 1 (雲玖一號).

Pursuant to Rule 19A.13C(1) of the Listing Rules, the portion of the class of shares sought to be listed that is held by the public at the time of listing and is not subject to any restriction on sale (whether by contract, the Listing Rules, applicable law or otherwise) must either (i) represent at least 10% of the total issued shares (excluding treasury shares) of the class of shares sought to be listed and have an expected market capitalisation of not less than HK$50,000,000 at the time of listing; or (2) have an expected market capitalisation of not less than HK$600,000,000 at the time of listing. As each cornerstone investor will agree to a 6-month lock-up period, for the purposes of Rule 19A.13C(1) of the Listing Rules, the cornerstone investors will not be counted as part of the public float at the time of listing. It is expected that upon completion of the Global Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised, taking into account the total number of Offer Shares that will not be subject to lock-up restrictions at the time of listing, the expected market capitalisation of H Shares not subject to any restriction on sale calculated at the Offer Price of HK$17.00 per Offer Share (being the lower end of the indicative Offer Price range) will be higher than the minimum expected market capitalisation of not less than HK$600,000,000 required under Rule 19A.13C(1)(b) of the Listing Rules. Accordingly, the Company will satisfy the free float requirement under Rule 19A.13C(1)(b) of the Listing Rules at the time of listing.

Concert Party Agreement and Voting Proxy Agreement

In order to jointly control the decision-making and operational management of the Company at general meetings, Mr. Zhang and Shanghai Biliren (上海壁立仞) have entered into a concert party agreement, pursuant to which they confirm and acknowledge that, since the establishment of the Company, they have been acting in concert to control the decision-making and operational management of the Company at general meetings. In the event that the parties fail to reach consensus on matters relating to the Company, Shanghai Biliren shall act in accordance with Mr. Zhang's instructions. Furthermore, given that the general partner of Shanghai Biliren and the general partners of the limited partners of Shanghai Biliren are not parties to the concert party agreement, in order to further consolidate and strengthen Mr. Zhang's control over Shanghai Biliren, Mr. Zhang has entered into a voting proxy agreement with (among others) Shanghai Zhuoren (上海卓仞), a limited liability company wholly owned by Mr. Xiao (acting as the general partner of Shanghai Biliren and certain limited partners of Shanghai Biliren), and the general partners of all other limited partners of Shanghai Biliren, pursuant to which each of them has agreed and confirmed to irrevocably and unconditionally delegate their voting rights and other rights as the general partner of Shanghai Biliren and/or the other limited partners of Shanghai Biliren and/or as a shareholder of Shanghai Zhuoren (as the case may be) to Mr. Zhang, thereby enabling Mr. Zhang to exercise control over Shanghai Biliren.

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History, Development and Corporate Structure

Capitalisation of the Company

The following table sets out a summary of the capitalisation of the Company as at the Latest Practicable Date and as of the Listing Date (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised):

B State-owned enterprises in Guangdong Province D Yuanqi Liqian and Beijing Yurun B Country Garden Ventures and Huibi No. 2 C

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History, Development and Corporate Structure

| | As at the Latest Practicable Date | | | Upon Completion of the Global Offering | | | | |---|---|---|---|---|---|---|---| | Shareholder | Number of Shares Held | Approximate Shareholding Percentage | Number of H Shares Held | Percentage of Issued H Shares | Number of Non-listed Shares Held | Percentage of Issued Non-listed Shares | Approximate Shareholding Percentage | | Mr. Liang (梁先生) C | 65,234,050 | 3.09% | – | – | 65,234,050 | 5.27% | 2.77% | | Qingdao Huaxin Anchor (青島華芯錨點) | 62,299,150 | 2.95% | 31,149,600 | 2.78% | 31,149,550 | 2.52% | 2.64% | | Chengfeng (澄豐) B | 59,570,100 | 2.82% | 42,283,800 | 3.77% | 17,286,300 | 1.40% | 2.53% | | Linke Bixin (臨科壁芯) B | 56,752,400 | 2.69% | 28,376,200 | 2.53% | 28,376,200 | 2.29% | 2.41% | | Sky9 Alpha B | 29,194,700 | 1.38% | 14,597,350 | 1.30% | 14,597,350 | 1.18% | 1.24% | | Sky9 Capital MVP B | 20,400,500 | 0.97% | 10,200,250 | 0.91% | 10,200,250 | 0.82% | 0.86% | | Yunjiu No. 1 (雲玖一號) | 5,675,250 | 0.27% | 2,837,650 | 0.25% | 2,837,600 | 0.23% | 0.24% | | Sky9 Capital Subtotal | 55,270,450 | 2.62% | 27,635,250 | 2.47% | 27,635,200 | 2.23% | 2.34% | | Minsheng Tonghui (民生通惠) | 50,472,950 | 2.39% | – | – | 50,472,950 | 4.08% | 2.14% | | Champ Earn D | 49,850,450 | 2.36% | 49,850,450 | 4.45% | – | – | 2.11% | | PA GC C | 47,573,650 | 2.25% | 47,573,650 | 4.24% | – | – | 2.02% | | Shenzhen Songhe (深圳市松禾) D | 39,967,350 | 1.89% | 39,967,350 | 3.57% | – | – | 1.69% | | Huzhou Jingxin (湖州景鑫) | 36,217,700 | 1.72% | 36,217,700 | 3.23% | – | – | 1.54% | | Gongqingcheng Yunren (共青城雲仞) B | 11,917,950 | 0.56% | 848,650 | 0.08% | 11,069,300 | 0.89% | 0.51% | | Ningbo Meishan Xingyinfeng (寧波梅山星胤峰) B | 8,076,500 | 0.38% | 1,211,500 | 0.11% | 6,865,000 | 0.55% | 0.34% | | Gongqingcheng Yunzhang (共青城雲章) B | 5,958,950 | 0.28% | 2,979,500 | 0.27% | 2,979,450 | 0.24% | 0.25% | | Gongqingcheng Fengjue (共青城鳳玦) B | 5,671,650 | 0.27% | 1,985,100 | 0.18% | 3,686,550 | 0.30% | 0.24% | | Subtotal | 31,625,050 | 1.50% | 7,024,750 | 0.63% | 24,600,300 | 1.99% | 1.34% | | Yunhui Capital (雲暉資本) | 30,447,100 | 1.44% | 30,447,100 | 2.72% | – | – | 1.29% | | SME Huaying Fund (中小企業華映基金) | 29,219,700 | 1.38% | 14,609,850 | 1.30% | 14,609,850 | 1.18% | 1.24% | | Jiaxin Zhizao (嘉芯智造) D | 29,049,500 | 1.38% | 29,049,500 | 2.59% | – | – | 1.23% | | Jiuyi Xinyuan (久奕鑫芫) D | 14,755,650 | 0.70% | 14,755,650 | 1.32% | – | – | 0.63% | | Jiuyi Zhixin (久奕執信) | 11,717,100 | 0.56% | 11,031,350 | 0.98% | 685,750 | 0.06% | 0.50% | | Jiuyi Investment (久奕投資) Subtotal | 26,472,750 | 1.25% | 25,787,000 | 2.30% | 685,750 | 0.06% | 1.12% | | Lobelia D | 13,063,650 | 0.62% | 13,063,650 | 1.17% | – | – | 0.55% | | Matrice Capital | 13,063,650 | 0.62% | 13,063,650 | 1.17% | – | – | 0.55% | | Yuanma Capital (源碼資本) Subtotal | 26,127,300 | 1.24% | 26,127,300 | 2.33% | – | – | 1.11% | | Suzhou Yuanqi (蘇州源啟) D | | | | | | | |

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History, Development and Corporate Structure

Number of Shares | Percentage | Percentage

Hangzhou Unicorn C (杭州獨角獸C) | 25,114,150 | 1.19% | – | – | 25,114,150 | 2.03% | 1.06%

Turing Anqian B (圖靈安乾B) | 11,350,500 | 0.54% | 5,675,250 | 0.51% | 5,675,250 | 0.46% | 0.48%

Turing Anchang C (圖靈安昌C) | 10,094,600 | 0.48% | – | – | 10,094,600 | 0.82% | 0.43%

Turing Anchi C (圖靈安馳C) | 2,791,750 | 0.13% | – | – | 2,791,750 | 0.23% | 0.12%

Subtotal Turing Asset Management (圖靈資管) | 24,236,850 | 1.15% | 5,675,250 | 0.51% | 18,561,600 | 1.50% | 1.03%

Tianjin Yuheng D (天津宇珩D) | 23,280,200 | 1.10% | 23,280,200 | 2.08% | – | – | 0.99%

Zhongtong Ruide (中通瑞德) | 22,952,300 | 1.09% | – | – | 22,952,300 | 1.85% | 0.97%

Jiaxing Yufeng C (嘉興譽峰C) | 12,153,600 | 0.58% | – | – | 12,153,600 | 0.98% | 0.52%

Jiaxing Yuzhen (嘉興譽臻) | 9,651,750 | 0.46% | – | – | 9,651,750 | 0.78% | 0.41%

Subtotal | 21,805,350 | 1.03% | – | – | 21,805,350 | 1.76% | 0.92%

| 20,397,000 | 0.97% | 20,397,000 | 1.82% | – | – | 0.86%

| 19,029,450 | 0.90% | 19,029,450 | 1.70% | – | – | 0.81%

| 18,882,200 | 0.89% | 18,882,200 | 1.68% | – | – | 0.80%

Gaorong Kangteng D (高榕康騰D) | 15,495,850 | 0.73% | 15,495,850 | 1.38% | – | – | 0.66%

Gaorong Kangyong (高榕康永) | 2,734,550 | 0.13% | 2,734,550 | 0.24% | – | – | 0.12%

Subtotal Gaorong Capital D (高榕資本D) | 18,230,400 | 0.86% | 18,230,400 | 1.63% | – | – | 0.77%

Champion Forest | 17,015,050 | 0.81% | 17,015,050 | 1.52% | – | – | 0.72%

Suzhou Juyuan D (蘇州聚源D) | 16,394,500 | 0.78% | 16,394,500 | 1.46% | – | – | 0.69%

| 16,295,200 | 0.77% | – | – | 16,295,200 | 1.32% | 0.69%

Wanhui Investment Co., Ltd. (萬慧投資有限公司) | 15,223,550 | 0.72% | 15,223,550 | 1.36% | – | – | 0.65%

Zhihui Unicorn D (智匯獨角獸D) | 14,524,750 | 0.69% | 14,524,750 | 1.30% | – | – | 0.62%

BAI GmbH D | 14,490,850 | 0.69% | 14,490,850 | 1.29% | – | – | 0.61%

Shanghai Jinpu D (上海金浦D) | 12,153,600 | 0.58% | 12,153,600 | 1.08% | – | – | 0.52%

Suzhou Yaotu (蘇州耀途) | 11,476,150 | 0.54% | 5,738,100 | 0.51% | 5,738,050 | 0.46% | 0.49%

| 10,094,600 | 0.48% | – | – | 10,094,600 | 0.82% | 0.43%

Partnership (Limited Partnership) C (合夥企業（有限合夥）C) | 1,009,450 | 0.05% | – | – | 1,009,450 | 0.08% | 0.04%

Subtotal | 11,104,050 | 0.53% | – | – | 11,104,050 | 0.90% | 0.47%

Ruiyu Capital C (瑞譽資本C) | – | – | – | – | – | – | –

3W Global D | – | – | – | – | – | – | –

MSA Growth D | – | – | – | – | – | – | –

Nantong Jianghai Fund D (南通江海基金D) | – | – | – | – | – | – | –

Gongqingcheng Shenghe C (共青城昇和C) | – | – | – | – | – | – | –

Qi'an Investment B (奇安投資B) | – | – | – | – | – | – | –

Shanghai Qi'an Jingjin Private Fund Partnership (Limited Partnership) C (上海奇安競進私募基金合夥企業（有限合夥）C) | – | – | – | – | – | – | –

Changsha Qi'an Qilin Venture Investment Fund (長沙奇安麒麟創業投資基金) | – | – | – | – | – | – | –

– 196 –

History, Development and Corporate Structure

As at the Latest Practicable Date | Immediately Following Completion of the Global Offering

Shareholder

Hainan Nanbai Suanke Technology Co., Ltd. C (海南南佰算科技有限公司C) | 10,094,600 | 0.48% | – | – | 10,094,600 | 0.82% | 0.43%

Liu Xiaobin (劉曉斌) | 10,094,600 | 0.48% | – | – | 10,094,600 | 0.82% | 0.43%

| 9,722,900 | 0.46% | 9,722,900 | 0.87% | – | – | 0.41%

Praise Fortune | 9,514,750 | 0.45% | 9,514,750 | 0.85% | – | – | 0.40%

RCIF D | 9,514,750 | 0.45% | 9,514,750 | 0.85% | – | – | 0.40%

Partnership (Limited Partnership) B (企業（有限合夥）B) | 9,400,000 | 0.45% | 2,350,000 | 0.21% | 7,050,000 | 0.57% | 0.40%

Xiamen Tanren (廈門探韌) | 8,394,600 | 0.40% | – | – | 8,394,600 | 0.68% | 0.36%

| 8,075,650 | 0.38% | – | – | 8,075,650 | 0.65% | 0.34%

| 5,675,250 | 0.27% | 5,675,250 | 0.51% | – | – | 0.24%

Partnership (Limited Partnership) C (合夥企業（有限合夥）C) | 2,220,800 | 0.11% | – | – | 2,220,800 | 0.18% | 0.09%

Subtotal | 7,896,050 | 0.37% | 5,675,250 | 0.51% | 2,220,800 | 0.18% | 0.33%

| 7,721,450 | 0.37% | 7,721,450 | 0.69% | – | – | 0.33%

| 7,611,800 | 0.36% | – | – | 7,611,800 | 0.61% | 0.32%

| 7,220,250 | 0.34% | – | – | 7,220,250 | 0.58% | 0.31%

| 6,860,000 | 0.32% | – | – | 6,860,000 | 0.55% | 0.29%

– 197 –

History, Development and Corporate Structure

As at the Latest Practicable Date | Immediately Following Completion of the Global Offering

Shareholder

Shenzhen Qianhai D (深圳前海D) | – | – | – | – | – | – | –

Partnership (Limited Partnership) C (合夥企業（有限合夥）C) | 6,810,300 | 0.32% | – | – | 6,810,300 | 0.55% | 0.29%

Yancheng Zhiping C (鹽城治平C) | 6,481,950 | 0.31% | – | – | 6,481,950 | 0.52% | 0.27%

Lankun (蘭坤) | 6,056,750 | 0.29% | – | – | 6,056,750 | 0.49% | 0.26%

| 5,675,250 | 0.27% | – | – | 5,675,250 | 0.46% | 0.24%

Jiantou Investment Co., Ltd. C (建投投資有限責任公司C) | 5,675,250 | 0.27% | – | – | 5,675,250 | 0.46% | 0.24%

Zhongbao Investment Co., Ltd. (中保投資有限責任公司) | 5,561,750 | 0.26% | 5,561,750 | 0.50% | – | – | 0.24%

| 5,277,950 | 0.25% | 5,277,950 | 0.47% | – | – | 0.22%

Partnership (Limited Partnership) D (企業（有限合夥）D) | 397,250 | 0.02% | 397,250 | 0.04% | – | – | 0.02%

Subtotal Guotai Haitong Jihe (國泰海通積合) | 5,675,200 | 0.27% | 5,675,200 | 0.51% | – | – | 0.24%

Jiangsu Jianyin Investment Co., Ltd. C (江蘇建銀投資有限公司C) | 5,197,850 | 0.25% | – | – | 5,197,850 | 0.42% | 0.22%

Li • Song Foundation Limited (李•宋基金會有限公司) | 5,047,300 | 0.24% | – | – | 5,047,300 | 0.41% | 0.21%

| 5,047,300 | 0.24% | – | – | 5,047,300 | 0.41% | 0.21%

– 198 –

History, Development and Corporate Structure

As at the Latest Practicable Date | Immediately Following Completion of the Global Offering

Shareholder

YOUSU GmbH C | 2,523,650 | 0.12% | – | – | 2,523,650 | 0.20% | 0.11%

Yousu Hong Kong Limited C (游素香港有限公司C) | 2,523,650 | 0.12% | – | – | 2,523,650 | 0.20% | 0.11%

Subtotal | 5,047,300 | 0.24% | – | – | 5,047,300 | 0.41% | 0.21%

| 3,028,400 | 0.14% | – | – | 3,028,400 | 0.24% | 0.13%

Partnership (Limited Partnership) C (合夥企業（有限合夥）C) | 2,018,900 | 0.10% | – | – | 2,018,900 | 0.16% | 0.09%

Subtotal Huaxu Fund (華胥基金) | 5,047,300 | 0.24% | – | – | 5,047,300 | 0.41% | 0.21%

| 4,937,450 | 0.23% | 4,937,450 | 0.44% | – | – | 0.21%

| 4,540,200 | 0.22% | 908,050 | 0.08% | 3,632,150 | 0.29% | 0.19%

Partnership (Limited Partnership) C (企業（有限合夥）C) | 4,414,100 | 0.21% | – | – | 4,414,100 | 0.36% | 0.19%

Black Dragon AP SPV1 D | 4,125,900 | 0.20% | 4,125,900 | 0.37% | – | – | 0.17%

Julong Jingrun (聚隆景潤) | 4,093,450 | 0.19% | – | – | 4,093,450 | 0.33% | 0.17%

Fang Zhenchun C (方振淳C) | 4,037,850 | 0.19% | – | – | 4,037,850 | 0.33% | 0.17%

| 3,405,150 | 0.16% | – | – | 3,405,150 | 0.28% | 0.14%

– 199 –

History, Development and Corporate Structure

As at the Latest Practicable Date | Immediately Following Completion of the Global Offering

Shareholder

Jiayu Capital (嘉御資本) | – | – | – | – | – | – | –

Suzhou Xiangzhong Venture Investment Partnership (Limited Partnership) C (蘇州祥仲創業投資合夥企業（有限合夥）C) | 2,422,700 | 0.11% | – | – | 2,422,700 | 0.20% | 0.10%

Nanjing Xiangzhong Venture Investment Partnership (Limited Partnership) C (南京祥仲創業投資合夥企業（有限合夥）C) | 605,700 | 0.03% | – | – | 605,700 | 0.05% | 0.03%

Partnership (Limited Partnership) C (企業（有限合夥）C) | 2,018,900 | 0.10% | – | – | 2,018,900 | 0.16% | 0.09%

Subtotal | 5,047,300 | 0.24% | – | – | 5,047,300 | 0.41% | 0.21%

| 3,028,400 | 0.14% | – | – | 3,028,400 | 0.24% | 0.13%

Partnership (Limited Partnership) B (合夥企業（有限合夥）B) | 2,577,350 | 0.12% | 1,288,700 | 0.11% | 1,288,650 | 0.10% | 0.11%

Guangyuan Capital (Hong Kong) Financial Co., Ltd. C (光源資本（香港）金融有限公司C) | 2,166,100 | 0.10% | – | – | 2,166,100 | 0.17% | 0.09%

| 2,043,100 | 0.10% | 2,043,100 | 0.18% | – | – | 0.09%

– 200 –

History, Development and Corporate Structure

As at the Latest Practicable Date | Immediately Following Completion of the Global Offering

Shareholder

Gongqingcheng Yintai Jiayi Investment Partnership (Limited Partnership) C (共青城銀泰嘉益投資合夥企業（有限合夥）C) | – | – | – | – | – | – | –

Fuzhou Innovation and Technology Investment Partnership (Limited Partnership) C (福州創新創科投資合夥企業（有限合夥）C) | – | – | – | – | – | – | –

Ningbo Fengxi Venture Investment Partnership (Limited Partnership) C (寧波豐曦創業投資合夥企業（有限合夥）C) | – | – | – | – | – | – | –

Zibo Pufengdarun Equity Investment Fund Partnership (Limited Partnership) C (淄博普豐達潤股權投資基金合夥企業（有限合夥）C) | – | – | – | – | – | – | –

Shaanxi Zhongtou Zhanlu Phase II Equity Investment Partnership (Limited Partnership) D (陝西眾投湛盧二期股權投資合夥企業（有限合夥）D) | – | – | – | – | – | – | –

Suzhou Weixin Titanium Krypton Venture Investment Partnership (Limited Partnership) C (蘇州維新鈦氪創業投資合夥企業（有限合夥）C) | 2,018,900 | 0.10% | – | – | 2,018,900 | 0.16% | 0.09%

Wimzie Zotac Limited D | 1,135,050 | 0.05% | 1,135,050 | 0.10% | – | – | 0.05%

Investors Participating in the Global Offering (參與全球發售的投資者) | – | – | – | – | – | – | –

247,692,800

22.10%

–

10.50%

2,111,285,100

100.00%

1,120,964,824

100.00%

1,238,013,076

100.00%

Shareholder Quanzhou Hongzhao Qiangxin Venture Capital Partnership Enterprise (泉州宏兆強芯創業投資合夥企業)

Total

Notes:

"A" refers to shares held by core connected persons and therefore will not be counted towards the public float.

"B" refers to the portion of unlisted shares that will be converted into H Shares and listed on the Stock Exchange, which will be counted towards the public float; with respect to unlisted shares that will not be converted into H Shares, such shares will not be counted towards the public float.

"C" refers to unlisted shares held by such shareholders that will not be converted into H Shares and therefore will not be counted towards the public float.

"D" refers to unlisted shares held by such shareholders that will be converted into H Shares and listed on the Stock Exchange and therefore will be counted towards the public float.

– 201 –

Beijing Biren (北京壁仞) (China)

100%

Zhuhai Biren (珠海壁仞) (China)

100%

8.68%

Mr. Zhang (張先生)(1)

9.06%

Shanghai Biliren (上海壁立仞)(1)

Shanghai Aoyan (上海遨岩) (China)

100%

4.35%

QM120

100%

3.15%

Country Garden Ventures (碧桂園創投)(2)

– 202 –

100%

2.17%

Zhuhai Gree (珠海格力)

100% Bright Peak Pte. Ltd. (Singapore)

Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之礫企業發展有限公司) (China)

2.62%

Sky9 Capital(3)

100%

Hangzhou Biren (杭州壁仞) (China)

100%

2.82%

Chengfeng (澄豐)

Alpine Atlas Limited (Hong Kong)

2.95%

Qingdao Huaxin Anchor Point (青島華芯錨點)

Shanghai Biren Information Technology Co., Ltd. (上海壁仞信息科技有限公司) (China)

The Company (China)

3.82%

Zhuhai Dahengqin (珠海大橫琴)

Guangzhou Biren Semiconductor Technology Co., Ltd. (廣州壁仞半導體科技有限公司) (China)

3.09%

Mr. Liang (梁先生)

The diagram below sets out the simplified corporate structure of the Group immediately prior to completion of the Global Offering:

Corporate Structure Immediately Prior to Completion of the Global Offering

RidgeStone Technology, Inc. (Delaware)

100%

1.89%

Shenzhen Songhe (深圳市松禾)

55.40%

Other Pre-IPO Investors(4)(5)

Guangzhou Biren (廣州壁仞) (China)

100%

Shanghai Biren Semiconductor Technology Co., Ltd. (上海壁仞半導體科技有限公司) (China)

100%

History, Development and Corporate Structure

Includes shares held by Sky9 Alpha, Sky9 Capital MVP and Yunjiu No. 1 (雲玖一號). For details, please refer to "Information on Our Pre-IPO Investors — Sky9 Capital" above in this section.

For further details on other Pre-IPO Investors, please refer to "Pre-IPO Investments — 5. Information on Our Pre-IPO Investors".

Share Capital

▶

As of the Latest Practicable Date, ZTO Ruide (中通瑞德) holds 22,952,300 shares, representing approximately 1.09% of the total share capital of the Company, which are subject to asset preservation freezing orders (the "Freezing Orders") issued by the Shanghai Financial Court, the People's Court of Pudong New District of Shanghai, the Intermediate People's Court of Dongguan,

cause a material adverse effect.

As confirmed by the Directors of the Company, given that ZTO Ruide (中通瑞德) has not applied to convert the relevant shares into H Shares after listing, the Freezing Orders issued by the courts will not have a material adverse effect on the business operations of the Group or the Company's proposed listing in Hong Kong.

the Changling District People's Court (the "Courts") in respect of pending litigation involving ZTO Ruide (中通瑞德) relating to disputes with certain independent third parties. Neither the Company nor any of our Directors or senior management is involved in such pending litigation. As of the Latest Practicable Date, the litigation is still ongoing. The Directors confirm that the shares subject to the Freezing Orders are not eligible to be converted into H Shares, nor may they be transferred or sold.

including shares held by Huibi No. 2 (匯碧二號) and Country Garden Ventures (碧桂園創投). For details, please refer to the section headed "Information on Our Pre-IPO Investors — Country Garden Ventures (碧桂園創投)" above in this section.

entered into a voting entrustment agreement and is therefore able to control Shanghai Biliren (上海壁立仞). For details, please refer to "History, Development and Corporate Structure — Concert Party Agreement and Voting Entrustment Agreement."

Shanghai Biliren (上海壁立仞) will act in accordance with Mr. Zhang's instructions. In addition, Mr. Zhang has entered into a voting entrustment agreement with (among others) Shanghai Zhuoren (上海卓仞) (as the general partner of Shanghai Biliren (上海壁立仞)) and the general partners of all limited partners of Shanghai Biliren (上海壁立仞).

Pursuant to the concert party agreement, Shanghai Biliren (上海壁立仞) and Mr. Zhang confirmed and acknowledged that they act in concert to control the Company's decision-making and operational management at general meetings of shareholders. In the event that they are unable to reach a consensus on matters concerning the Company, Shanghai Biliren (上海壁立仞) will act in accordance with Mr. Zhang's instructions. For details, please refer to "History, Development and Corporate Structure — Concert Party Agreement and Voting Entrustment Agreement."

Notes:

History, Development and Corporate Structure

– 203 –

– 204 –

| | | |---|---| | 100% | | | 100% | | | 2.82% | Country Garden Ventures (碧桂園創投)(2) | | 100% | Bright Peak Pte. Ltd. (Singapore) | | | Alpine Atlas Limited (Hong Kong) |

These shares will be counted towards the public float after listing. For details, please refer to "— Public Float."

| 1.95% | Zhuhai Gree (珠海格力) | | | Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之礫企業發展有限公司) (China) | | 2.34% | Sky9 Capital(3) | | 100% | Hangzhou Biren (杭州壁仞) (China) | | 100% | | | 2.53% | Chengfeng (澄豐) | | 100% | | | 2.64% | Qingdao Huaxin Anchor Point (青島華芯錨點) | | | Shanghai Biren Information Technology Co., Ltd. (上海壁仞信息科技有限公司) (China) | | | The Company (China) | | 3.42% | Zhuhai Dahengqin (珠海大橫琴) | | | Guangzhou Biren Semiconductor Technology Co., Ltd. (廣州壁仞半導體科技有限公司) (China) | | 2.77% | Mr. Liang (梁先生) |

| | Shanghai Aoyan (上海遨岩) (China) | |---|---| | 100% | | | 3.89% | QM120 |

Please refer to the notes set out in the sub-section headed "— Corporate Structure Immediately Prior to Completion of the Global Offering."

| | Zhuhai Biren (珠海壁仞) (China) | |---|---| | 100% | | | 8.11% | Shanghai Biliren (上海壁立仞)(1) |

1–5.

Notes:

| | Beijing Biren (北京壁仞) (China) | |---|---| | 100% | | | 7.77% | Mr. Zhang (張先生)(1) | | | RidgeStone Technology, Inc. (Delaware) | | 100% | | | 1.69% | Shenzhen Songhe (深圳市松禾) | | 49.61% | Other Pre-IPO Investors(4)(5) |

The diagram below sets out the simplified corporate structure of the Group immediately following completion of the Global Offering (assuming that the Over-allotment Option and the Offer Size Adjustment Option are not exercised):

Corporate Structure Immediately Following Completion of the Global Offering

| | Guangzhou Biren (廣州壁仞) (China) | |---|---| | 100% | | | 10.50% | Other Public Shareholders(6) | | | Shanghai Biren Semiconductor Technology Co., Ltd. (上海壁仞半導體科技有限公司) (China) | | 100% | |

History, Development and Corporate Structure

BUSINESS

Business Overview

About Us

We develop GPGPU chips and GPGPU-based intelligent computing solutions that provide the fundamental computing power required for AI. By integrating our independently developed GPGPU-based hardware and our proprietary BIRENSUPA software platform, our solutions support the training and inference of AI models across a wide range of applications from cloud to edge. In particular, our GPGPU-based solutions demonstrate powerful performance and high efficiency for the pre-training, post-training and inference of large language models ("LLMs"), underpinned by high technological barriers that give us a critical advantage in domestic competition. Our technology represents important infrastructure underpinning AI development and driving AGI advancement, capable of meeting the growing computing demands across various industries, thereby facilitating productivity enhancement, innovation and transformation.

Innovation and technological excellence are the cornerstones of our core competitiveness. With the rapid development of AI, particularly driven by LLMs and generative AI, many enterprises have an increasing need for computing solutions to meet their surging demands for computing power and AI applications. To address this demand, we have independently developed a specialized technology product — an intelligent computing integrated solution — comprising two major components: (i) hardware systems based on our GPGPU architecture and chips, and (ii) the BIRENSUPA computing software platform. To better serve customers' urgent needs for high-performance computing and intelligent applications, our specialized technology products can be delivered in the form of large-scale intelligent computing clusters, which consist of a large number of interconnected GPGPU units that, under the scheduling of our BIRENSUPA software platform, collaboratively execute parallel processing tasks.

| AI Development and Applications | AI | … | Large Models | |---|---|---|---| | Cloud Training | Powered by | BIRENSUPA Software Platform | Cloud Inference | | Megatron-LM | vLLM | PyTorch | PaddlePaddle | | Library | Edge Computing | Internally Developed Framework (SuInfer/SuInfer-LLM) | Programming Model | | Compiler | Independently Developed / Open Source / Third-Party Providers | Toolchain | Driver | | Server Cluster / Supernode | GPGPU-Based Hardware | GPGPU Chip | OAM | | PCIe | | | Server |

– 205 –

BUSINESS

With the breakthrough advances of large language models such as DeepSeek, QWEN and GPT, the AI technology landscape is witnessing three significant trends: (i) exponential growth in model parameters and training data scale, which expands the capability boundaries of models; (ii) accelerated development of multimodal fusion architectures capable of collaboratively processing multimodal data including text, images and speech; and (iii) substantial improvements in the reasoning efficiency of inference models, driving broader adoption of AI. These trends are directly driving demand for intelligent computing chips: on the training side, high computational density is required to support the iteration of large-parameter models; while on the inference side, there is strong demand for low latency and high concurrency in order to reduce inference costs. Furthermore, beyond the trajectory of large model development, AI technology is poised for further breakthroughs and transformation. In addition to the scaling trends of pre-training large language models, post-training scaling (including reinforcement learning, fine-tuning and alignment) and test-time scaling (such as chain-of-thought prompting and complex reasoning strategies) have significantly amplified computing requirements. Furthermore, the rise of agentic inference models involving iterative interaction and autonomous decision-making has further intensified these computing requirements. The computing power of next-generation models is expected to grow by thousands or even tens of thousands of times, giving rise to diversified demands. GPU chips need comprehensive upgrades across multiple dimensions including computing power, HBM capacity and bandwidth, interconnectivity, general-purpose flexibility and energy efficiency. These enhancements are critical to ultimately meeting the requirements of ultra-large-scale training, real-time inference and next-generation computing paradigms. Accordingly, based on data from CIC (灼識諮詢), the market size of intelligent computing chips in China grew from US$1.7 billion in 2020 to US$30.1 billion in 2024, representing a CAGR of 105.0%, and is expected to further grow to US$201.2 billion in 2029, representing a CAGR of 46.3% from 2024 to 2029.

We have developed a deep understanding of the key demands driven by the above AI technology development trends. We have strategically aligned our core technologies and product system with LLM requirements, achieving high performance, high energy efficiency and multimodal adaptability through independent research and development. This enables us to provide the necessary computing support for the training and inference of large models with hundreds of billions of parameters. Our products fully support mainstream open-source large models such as DeepSeek, QWEN and LLaMA, and have demonstrated our technological maturity in key scenarios such as trillion-parameter LLM and multimodal model training and inference.

– 206 –

– 207 –

BUSINESS

| Tens of Thousands | Scaling from thousands to tens of thousands of GPGPUs | Fully optimized, highly reliable and stable | Heterogeneous GPU hybrid training | |---|---|---|---| | High-Performance Intelligent Computing Cluster | Independently developed programming model (BIRENSUPA) | Hardware performance maximized; low development threshold | Compatible with mainstream ecosystems; strong ecosystem moat | | End-to-End Independently Developed Software Stack | Independently innovated, self-developed GPGPU architecture | High-performance AI computing | Maintaining general-purpose flexibility | | Independently Developed and Proprietary GPGPU Chips and Hardware Products | Cards | Chips | Clusters |

| Software-Hardware Integration | High Efficiency | 5 Key Technology Pillars (Core Technology Stack) | | |---|---|---|---| | | | Proprietary GPGPU Architecture | Hardware Systems | | | | SoC Design | Software Platform | | | | | Cluster Deployment Optimization |

Our products adopt a platform-based strategy combining hardware and software. Leveraging a unified hardware architecture and software platform, we have built a comprehensive portfolio of GPGPU chips and GPGPU-based hardware products, and continuously iterate to enhance our products. This approach enables us to achieve a high degree of hardware-software co-design, significantly improving development efficiency while ensuring a consistent user experience. The unified software platform supports rapid adaptation and optimization across multiple chip products, providing users with seamless cross-product compatibility and lowering the barriers to adoption. This platform strategy not only accelerates product iteration and innovation, but also enhances our competitive advantage in the intelligent computing ecosystem, delivering an efficient, stable and consistent computing experience to users. We have implemented an efficient "1+1+N+X" platform strategy, which can be summarized as "1" GPU architecture + "1" unified software platform, giving rise to "multiple" chips and a "comprehensive" product portfolio to empower a wide range of application scenarios.

| X | Cloud Training | Diversified Use Cases | | |---|---|---|---| | N | Server Clusters | Cloud Inference | Comprehensive Product Portfolio | | | AI Servers | | Multiple Chips | | 1 | PCIe | One Unified Software Platform | | | | Edge Computing | OAM | One Architecture |

– 208 –

– 209 –

BUSINESS

Open collaboration is a key strategy for us to nurture a thriving ecosystem. We collaborate with leading universities including Tsinghua University (清華大學), Fudan University (復旦大學), Shanghai Jiao Tong University (上海交通大學) and Zhejiang University (浙江大學) to jointly develop and grow our developer ecosystem. We are cultivating a developer ecosystem by sharing our BIRENSUPA platform with universities, research institutions and developers. We encourage developers to develop deep learning algorithm applications based on BIRENSUPA and provide comprehensive toolkits, training materials and developer support. We embrace different types of open-source communities, enabling us to reach a broader base of developers.

Competitive Advantages

We believe the following competitive advantages have contributed to, and will continue to drive, our success and distinguish us from our competitors.

Advanced Technology and Solutions in General-Purpose Intelligent Computing

We provide end-to-end intelligent computing solutions. We have independently developed a complete GPGPU architecture from the ground up. Our solutions incorporate a series of architectural innovations and advanced technologies that deliver outstanding performance, efficiency, and scalability, applicable to large-scale training and inference across various AI algorithms and scenarios. Our superior technology is reflected in the following aspects:

• Our focus on and expertise in GPGPU architecture sets us apart among AI chip companies in China. For example, we developed BR10X, a general-purpose high-performance computing architecture specifically tailored for AI workloads. This architecture provides efficient processing for Transformer-based large language models (LLMs) and traditional AI computing kernels, while ensuring forward compatibility with emerging AI paradigms. By combining general-purpose flexibility with dedicated AI acceleration, BR10X facilitates seamless adaptation to rapid algorithmic improvements, addressing the dual requirements of AI performance optimization and general-purpose computing flexibility;

• We possess technological capabilities in full-stack innovation, which consolidates our competitive advantage in China's GPGPU sector. We have incorporated advanced technologies such as high-speed interconnects, high-bandwidth memory, and chiplet packaging into our products and advanced packaging to address the exponential growth in AI workloads. According to CIC, we are among the first GPGPU companies in China to deploy PCIe Gen 5, CXL, high-performance DRAM, and dual-die chiplet designs in commercialized products. According to CIC, we are among the first GPGPU companies in China to have successfully developed, prototype-validated, and mass-produced high-performance OAM modules and universal baseboards;

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• According to CIC, as of December 31, 2024, we hold the highest number of invention patent applications among GPGPU companies in China;

• Our GPGPU chips and servers incorporating our GPGPU chips (submitted independently by our server partners) achieved first place in the production chip category for both the language processing model BERT and the image classification model ResNet50 in the closed division of the MLPerf Inference 2.1 competition;

• According to CIC, we are the first and only Chinese GPGPU company invited to present at the Hot Chips conference, one of the leading conferences in the semiconductor industry;

• According to CIC, we received the SAIL Award at WAIC 2022 and 2025, one of the most prestigious awards in the field of intelligent computing;

• According to CIC, we are among the earliest GPGPU companies in China to achieve commercial deployment of 1,000-GPU (千卡) clusters. Furthermore, the 1,000-GPU cluster operated continuously for more than 5 days without hardware or software failures, and training services ran uninterrupted for over 30 days, demonstrating robust stability and fault tolerance in large-scale training;

• We are the only GPU and intelligent computing cluster enterprise to receive the landmark product classification of "2024 Outstanding Typical Cases of Innovative Development in Future Industries"; and

• We were selected as a demonstration case in the "Artificial Intelligence" category of the New Quality Productive Forces Industrial Practice, jointly issued by the Global Times and the New Technology Development Center of the China Association for Science and Technology, and are the only startup company among the top five.

Our technological capabilities have played a critical role in our early commercialization successes. Our highly competitive solutions have made us the preferred choice for industry-leading customers in China seeking domestic supply. Our solutions, technology, and industry knowledge have enabled us to commercially deploy intelligent computing clusters of 10,000 GPUs (万卡).

Comprehensive Software Ecosystem

We focus on end-to-end co-design and co-optimization of hardware systems and software platforms. We have developed end-to-end intelligent computing solutions comprising two major components: (i) GPGPU-based hardware systems, and (ii) our computing software platform, BIRENSUPA. As of the Latest Practicable Date, we have launched a variety of GPGPU-based hardware products with different configurations — ranging from cloud-based training and inference to edge inference — to serve different market segments.

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The scalable and programmable nature of our GPGPU architecture, combined with the BIRENSUPA software platform, enables our solutions to be deployed at scale and serve multiple markets while maintaining a consistent technical foundation. Leveraging this core architecture, we efficiently develop a broad portfolio of solutions to meet diverse computing power requirements.

BIRENSUPA provides a comprehensive software stack (including drivers, programming languages, libraries, toolchains, AI frameworks, and application programming interfaces). For customers focused on deep AI model development, we offer an open programming platform, intuitive programming languages, and extensive debugging and profiling tools. Developers can write C/C++ code and Python model scripts, build accelerated libraries, and optimize AI models. For customers prioritizing seamless integration and rapid production deployment, we provide ready-to-use end-to-end solutions that minimize deployment effort.

Broad support for the open-source community is essential to the adoption of our solutions. BIRENSUPA supports mainstream deep learning frameworks including PyTorch, TensorFlow, and PaddlePaddle, as well as LLM frameworks such as DeepSpeed, Megatron-LM, and vLLM. In addition, our independently developed inference engines (suInfer/suInfer-LLM) are optimized for performance and provide an excellent solution for inference services. We offer native support for various LLMs and multimodal workloads, including DeepSeek, GPT, LLaMA, Stable Diffusion, ChatGLM, Baichuan, and Qwen. Furthermore, our platform supports traditional deep learning models across multiple domains, including ResNet50, YOLO for computer vision, BERT, Transformer for natural language processing, Conformer, Tacotron for speech processing, and DLRM for recommendation systems, among others.

Proven Commercialization Track Record and High-Quality Customer Base

Our strategy is to establish strategic partnerships with large customers in key industries with high computing power demands. Compared to global competitors, our localized expertise and on-the-ground customer support in China enable us to build strategic partnerships with large customers in key industries — including AI data centers, telecommunications, AI solutions, energy and utilities, fintech, and the internet — to understand and meet their unique needs. As of the Latest Practicable Date, we have provided solutions to nine Fortune China 500 companies, five of which are also listed on the Fortune Global 500. For example, in September 2023, we entered into a strategic cooperation agreement with a leading information technology company in China, pursuant to which we will jointly develop and provide intelligent computing solutions to build AI cloud infrastructure and support AI applications in industries including smart 5G, intelligent manufacturing, smart cities, and finance. We are committed to deepening our cooperation with these customers and completing benchmark projects. By serving industry leaders and establishing partnerships with large customers, we expect to accelerate the market adoption of our solutions and further penetrate other participants in those industries.

Close relationships with leading customers across industries also help us accelerate solution deployment and establish industry-standard solutions. Partnering with industry leaders enables us to leverage our in-depth understanding of industry-specific needs and our enhanced reputation to further penetrate other customers within those industries without substantial sales and marketing efforts.

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These industry insights, foresight, and experience also enable us to consider a forward-looking product roadmap and achieve faster and more competitive product iterations with a long-term perspective. In addition, we have established solid cooperative relationships with reputable domestic suppliers to ensure the performance and supply of our solutions and to accelerate our commercialization plans.

Experienced R&D Team with Deep Industry Knowledge

Our advanced technology and solutions in intelligent computing are supported by our experienced R&D team with deep industry knowledge and resources. We have attracted and retained a high-caliber R&D team. As of June 30, 2025, our R&D team comprises 657 employees, with over 78% of R&D personnel holding master's degrees or above from reputable universities. The expertise of our R&D team spans a broad range of disciplines, including architecture design, SoC design, system design, software engineering, and supply chain management. The majority of our R&D personnel accumulated years of industry experience and extensive professional expertise at other leading semiconductor and information technology companies prior to joining us. As of June 30, 2025, over 210 members of our R&D team have more than 10 years of work experience. With their wealth of experience and expertise, we are able to streamline engineering processes and ensure our continued success in the future. As of June 30, 2025, we have filed 1,158 independently developed invention patent applications globally (which, according to CIC, represents the highest number among GPGPU companies in China) and 67 other related patent applications, and have been granted 388 invention patents and 58 other related patents, with a grant rate of 100%. To further enhance our R&D capabilities and attract more talent, we have established a postdoctoral research workstation and collaborate with top-tier universities.

Visionary Management Team with Innovation and Commercialization Experience

Our management team is composed of leading scientists and seasoned business professionals who provide deep insights and strong relationships across the industry value chain. Our founder, Chairman, and Chief Executive Officer, Mr. Zhang, has over 10 years of management experience in AI and hardware technology, and has long been deeply engaged in next-generation information technology industries including integrated circuits and artificial intelligence, with significant accomplishments in corporate strategy, management, and capital markets operations. Prior to founding the Company, Mr. Zhang served as President of a leading AI company in China and was instrumental in its commercial success. Mr. Zhang was awarded the Shanghai "Magnolia Silver Award" (白玉蘭榮譽獎) in 2021; was named "Outstanding Entrepreneur in Shanghai's IT Industry" in 2020; received the "2021 Entrepreneur of the Year" award from Hei Ma (創業黑馬); and received the "2022 Entrepreneur of the Year" award from Entrepreneur (創業邦). Mr. Zhang is a Visiting Associate Professor at the University of Hong Kong. Our Chief Technology Officer, Mr. Zhou HONG, is the chief architect of our GPGPU chips, responsible for the definition and design of the GPGPU architecture. Mr. Hong has nearly 30 years of experience in GPU design and engineering, has led R&D teams at multiple leading semiconductor companies both domestically and internationally, and holds over 70 patents worldwide. We believe that as we continue to expand and attract more talent who share our vision, our visionary management team and talent pool will continue to play a critical role in fulfilling our mission.

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Our Strategies

We strive to achieve our long-term goals of driving technological advancement and accelerating AI adoption. To this end, we will pursue the following strategies.

Continued Investment in Independently Developed Core Technologies

Our success is rooted in our ability to continuously improve the core technologies underlying our solutions. Accordingly, we will continue to invest in our R&D capabilities, particularly in our core technologies (including independently developed computing cores, NoC, high-speed IO, and SoC design), to further enhance the self-sufficiency and controllability of our core technologies.

We are also focused on R&D in other related advanced technologies to enable system-level cross-domain innovation, enhance the performance and scalability of AI computing systems, reduce the cost of large model training and deployment, and enable broader adoption of AI across different industries and application scenarios. For example:

• 3D stacking technology, which enables the vertical stacking and packaging of multiple chip layers to integrate more transistors and memory, thereby increasing chip computing density and memory bandwidth;

• CPO (Co-Packaged Optics), which integrates optical modules with GPUs to shorten transmission distances and reduce energy consumption for GPU cluster interconnects across tens of thousands of chips in large-scale data centers;

Further Develop and Optimize Our Solutions

We have continuously invested, and will continue to invest, in the development and optimization of our solutions, which we believe is critical to our long-term success. Leveraging our technological capabilities, we will continue to comprehensively upgrade our solutions across architecture, SoC, hardware systems, and software platforms to meet the evolving business needs of our customers and create value for them. To better address the increasingly intensive computing demands of generative AI, we will further enhance our products with larger and faster memory, faster interconnects, and larger-scale cluster capabilities with greater reliability and manageability. With respect to the development of our intelligent computing hardware specifically, we plan to develop and upgrade our existing GPGPU chips and next-generation GPGPU chips, such as BR20X and BR30X, as well as develop GPGPU hardware powered by our existing and next-generation GPGPU

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chips. We are also focused on further enhancing the general-purpose flexibility, compatibility, and ease of use of our software platform, which will help accelerate the adoption of our solutions by customers. With respect to the development and upgrade of our software platform specifically, we plan to expand the array of training and inference models supported by our intelligent hardware and BIRENSUPA software stack, optimize every layer of our software platform, and build our own software development infrastructure encompassing software testing and release, which can further meet the growing needs of our customers.

Enhance Our Open Ecosystem

We will continue to collaborate with all stakeholders — including customers, suppliers, hardware and software partners, developers and developer communities, research institutions, and universities — to build a vibrant ecosystem. Specifically, we will (i) optimize our product performance based on feedback from software developers and application partners, (ii) participate in curriculum development to contribute to talent cultivation for the AI industry, (iii) nurture developer communities to share resources, collect feedback, and drive continuous ecosystem improvement, and (iv) collaborate with upstream and downstream industry participants to form alliances that enable full-stack integration across the chip, model, and platform layers. Close collaboration with these partners will help enhance our brand recognition and accelerate the adoption and commercialization of our solutions. Furthermore, by collecting and incorporating feedback from customers and partners, we will iterate and produce our solutions more quickly, maintain a forward-looking view of customer needs, and stay ahead of industry trends and AI developments.

Enhance Our Commercialization Capabilities

We are committed to the commercialization of our solutions. On one hand, we will continue to leverage our solutions to create value for customers, thereby strengthening our competitive advantages. We aim to further improve the performance, general-purpose flexibility, compatibility, and stability of our solutions at a lower total cost of ownership (TCO). On the other hand, we will continuously gain valuable experience and industry knowledge from serving existing customers. We have strategically expanded our business into selected vertical sectors, including AI data centers, telecommunications, AI solutions, energy and utilities, fintech, and the internet. As we continue to serve leaders in these vertical sectors, our solutions will continue to be iterated and optimized based on customer feedback. By partnering with industry leaders, we have built proprietary industry knowledge and developed an in-depth understanding of each selected vertical sector, enabling us to provide premium solutions that meet the specific business needs of customers in those verticals, thereby accelerating the commercialization of our solutions and enhancing customer stickiness.

Specifically, (i) we focus on core application scenarios such as large-scale model training and inference, and our high-performance computing chips have been deployed in demonstration projects and recognized by industry-leading participants; (ii) we are building a comprehensive product matrix to meet diverse customer needs; (iii) we continuously enhance chip and cluster performance through architectural and system design innovation; (iv) we are building an "algorithm – chip – application" closed-loop model, using real-world application feedback to train algorithms, guide chip design, and achieve large-scale deployment, forming a self-reinforcing commercialization cycle; (v) we actively promote our products through industry exhibitions, academic conferences, and social media; and (vi) we maintain close collaboration with upstream and downstream partners to ensure stable supply, expand software ecosystem coverage, facilitate application-side adoption, and create a favorable commercialization environment.

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Attract and Retain Talent

We plan to expand our pool of scientists and engineers to continuously strengthen our capabilities in hardware design, software development, and system solutions, including (i) approximately 65 engineers specializing in GPGPU architecture design, SoC design, SoC verification, and SoC front-end integration; (ii) approximately 20 engineers specializing in PCIe design, post-silicon high-speed IO systems, and ATE (Automated Test Equipment) test development; and (iii) approximately 50 engineers specializing in distributed training, intelligent inference platform engines, software repository optimization, and heterogeneous computing. We believe that qualified and experienced R&D personnel are critical to maintaining our capabilities in core technologies and continuously optimizing our solutions. We also plan to retain our existing talent by offering competitive compensation and to cultivate talent internally through regular training.

Our Intelligent Computing Solutions

We have independently developed a comprehensive GPGPU-based intelligent computing solution. Our overall intelligent computing solution consists of two components, namely (i) a GPGPU-based hardware system and (ii) the BIRENSUPA computing software platform. To more effectively meet customer demand for large-scale intelligent computing capabilities, we integrate our hardware system and software platform with other hardware infrastructure provided by partners, such as servers, storage, and network equipment, into intelligent computing clusters, which are offered to customers as a complete solution. During the track record period, we have not sold GPGPU-based hardware systems without the BIRENSUPA software platform on a standalone basis. As we are primarily engaged in GPU chip design, we confirm that all of our intelligent computing solutions fall within the "Semiconductors" acceptable business area under Section A.2 of Chapter 2.5 of the Guidelines.

Independently Developed GPGPU-Based Hardware System

Since 2019, we have developed our first-generation GPGPU architecture and have successfully developed two chips, namely BR106 and BR110, along with a range of GPGPU-based hardware. We achieved mass production of BR106 in January 2023 and mass production of BR110 in October 2024. By co-packaging two BR106 chip dies using chiplet technology and advanced die-to-die interconnect technology, we launched the higher-performance BR166 chip product. Our GPGPU chips are compatible with mainstream third-party software platforms. Our GPGPU chips are key components of GPGPU-based hardware and are integrated into industry-standard hardware form factors, such as PCIe cards and OAMs. Based on customer requirements, we promote and sell PCIe cards, OAMs, GPGPU servers, or server clusters in various configurations. We refer to this entire product portfolio as the GPGPU-based hardware system.

Our product roadmap is illustrated in the diagram below.

BR30X Series

| | Commercialized | | | Under Development | | | Planned |

Performance

BR20X Series Cloud Training and Inference

BR166 BR31X Series

BR106

Cloud Training and Inference

BR110

Cloud Training and Inference

Edge Inference Cloud Training and Inference Edge Inference

2022 | 2023 | 2024 | 2025 | 2026 | 2027 | 2028

BR106 Chip – For Training and Inference

BR106 is a GPGPU chip designed specifically for large-scale computing. BR106 is dedicated to addressing the computational requirements of AI training and inference, with the goals of improving productivity and reducing total cost of ownership. BR106 supports up to 4 independent secure virtual instances, provides 32-channel encoding and 256-channel decoding capabilities for 1080p30fps video streams under H.264/H.265 standards, and is equipped with a nationally certified hardware security engine. BR106 provides flexible, efficient, secure, and versatile computing solutions for AI training and inference applications.

BR106 GPGPU Chip

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BR106 is shipped in OAM and PCIe card form factors. Based on customer requirements, BR106 is primarily offered in four models: (i) Biren™ 106M in air-cooled OAM, suitable for large-scale AI training and inference applications; (ii) Biren™ 106L in liquid-cooled OAM, suitable for ultra-large-scale AI training and inference applications; (iii) Biren™ 106B in a 2-slot FHFL PCIe card, suitable for AI training and inference applications; and (iv) Biren™ 106C in a PCIe card, primarily targeting inference applications.

BR166 Chip – For Training and Inference

We utilized chiplet technology to integrate two BR106 dies and four DRAM modules into a single package, and launched our high-performance BR166 chip. BR166 delivers twice the performance of BR106 in terms of peak computing power, memory, video codec capabilities, and interconnect bandwidth. In addition, the D2D (die-to-die) bidirectional bandwidth between the two BR106 dies can reach up to 896 GB/s, ensuring high-speed internal data exchange between the two dies.

BR166 GPGPU Chip

BR166 is shipped in OAM and PCIe card form factors. Based on customer requirements, BR166 is primarily offered in three models: (i) Biren™ 166M in air-cooled OAM, suitable for large-scale AI training and inference applications; (ii) Biren™ 166L in liquid-cooled OAM, suitable for ultra-large-scale AI training and inference applications; and (iii) Biren™ 166C in a 2-slot FHFL PCIe card, targeting AI inference applications. Our Biren™ 166L and Biren™ 166M commenced mass production in August 2025, while our Biren™ 166C commenced mass production in December 2025.

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Based on the BR106 and BR166 chips, we have developed a comprehensive GPGPU hardware system portfolio, including PCIe cards, OAMs, servers, and multi-server clusters. The key product models are summarized in the table below:

| GPGPU-Based Hardware | | Form Factor | Encoder / Decoder | Bidirectional Interconnect Bandwidth | Thermal Design Power ("TDP") | Primary Target Market | Current Status | |---|---|---|---|---|---|---|---| | BR106 | Biren™ 106L | OAM (Liquid-Cooled) | 32-channel / 256-channel | 256 GB/s | 400W | Cloud training and inference, especially for large models | Commercialized | | | Biren™ 106M | OAM (Air-Cooled) | | 192 GB/s | 300W | Cloud training and inference | Commercialized | | | Biren™ 106B | PCIe Card | | | | Cloud inference | Commercialized | | | Biren™ 106C | PCIe Card | | 128 GB/s | 150W | | Commercialized | | BR166 | Biren™ 166L | OAM (Liquid-Cooled) | 64-channel / 512-channel | 576 GB/s | 600W | Cloud training and inference, especially for large models | Commercialized | | | Biren™ 166M | OAM (Air-Cooled) | | 576 GB/s | 550W | Cloud training and inference, especially for large models | Commercialized | | | Biren™ 166C | PCIe Card | | 512 GB/s | 450W | Cloud inference | Commercialized |

BR110 Chip – For Inference

BR110 is our first-generation edge and cloud inference chip. It is a cost-effective, energy-efficient solution designed primarily for edge inference workloads. BR110 adopts the same architecture as BR106, delivers multi-precision performance, and runs on the ready-to-use BIRENSUPA software platform. BR110 supports up to 4 independent secure virtual instances, provides 16-channel encoding and 160-channel decoding capabilities for 1080p30fps video streams under H.264/H.265 standards, and is equipped with a nationally certified hardware security engine. BR110 provides flexible, efficient, secure, and versatile computing solutions for cloud and edge inference applications.

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BR110 GPGPU Chip

BR110 can be applied in embedded edge computing scenarios, such as industrial control systems, robotics, and other embedded devices.

Next-Generation Chips

In addition to our existing product portfolio, we plan to launch the next-generation flagship data center chip BR20X series, developed based on our second-generation architecture, for cloud training and inference. We expect BR20X to build upon the mature chip design of our first-generation products, offering stronger single-card computing performance while enhancing native support for a broader range of data formats such as FP8 and FP4. Compared to existing products, BR20X is equipped with larger and faster memory, higher-speed interconnect bandwidth, and a super-node system design. These optimizations are aimed at significantly improving the performance of large model training and inference, thereby adding business value for our users and reducing total cost of ownership. We have completed the architectural design of BR20X and are currently conducting physical design and tape-out verification. BR20X is expected to achieve commercial availability in 2026. In addition, as part of our ongoing commitment to innovation, we are simultaneously planning the next-generation BR30X products for cloud training and inference and the BR31X for edge inference, both expected to achieve commercial availability in 2028. We are currently conducting feasibility analysis and preliminary research and development for the BR30X and BR31X products. We expect BR30X and BR31X to offer greater computing power, larger memory capacity, stronger ecosystem adaptability, better scalability, and lower TCO. As new-generation products are launched, we also expect to continue offering existing products based on customer needs.

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BIRENSUPA – Software Platform

Our GPGPU-based hardware operates using our independently developed software platform, BIRENSUPA. It is a software stack built on top of our GPGPU for developing artificial intelligence applications. Our BIRENSUPA software platform adopts a layered architecture (comprising drivers, libraries, programming platforms, machine learning frameworks, and solutions), designed to optimize performance, improve development efficiency, and support a broad range of artificial intelligence applications.

Applications

| | Video | End-to-End Workflow SDK | | Automotive | Recommendation | Audio | | Scientific | |---|---|---|---|---|---|---|---|---|

Programming Platform | Documentation

BIRENCUBE | DeepSpeed / Megatron-LM / vLLM

Frameworks

BIRENSUPA™ Software Platform

PyTorch / PaddlePaddle | BIRENSUPA Programming Model | Elastic Toolkit | AutoStream | Heterogeneous GPU Collaborative Training

Libraries | suInfer / suInfer-LLM | Tools | Compiler

Driver / HAL | KMD | UMD | Virtualization | Firmware

Hardware

| | Independently Developed | | | Open Source / Third-Party Providers |

• **Foundation Software / Drivers:** The foundation layer connects hardware and software, enabling the operating system to recognize and manage GPGPU hardware. It includes kernel mode and user mode drivers, virtualization, and multi-GPU support. Our drivers facilitate efficient data transfer and multitasking across various computing and storage architectures, while ensuring compatibility with different GPGPU models and operating systems. Our virtualization software allows physical devices to be partitioned into multiple virtual machines or containers, thereby ensuring security, isolation, and quality of service for AI applications.

• **Programming Platform**, which includes the BIRENSUPA programming model, compiler, libraries, and developer tools.

o The BIRENSUPA programming model is compatible with mainstream industry GPGPU programming models and incorporates programming abstractions unique to the Biren GPGPU architecture, enabling developers to efficiently create accelerated libraries and AI applications using C/C++ programming languages.

o Our independently developed GPGPU compiler optimizes resource utilization and improves development efficiency by converting high-level code into Biren's proprietary instruction set.

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o We provide a range of independently developed libraries, including the suDNN library for deep neural networks, the suBLAS library for high-performance mathematical operations, SCCL (Super Collective Communication Library) for efficient multi-GPU communication, and libraries for other acceleration domains.

o To further support developers, we provide performance profilers, debuggers, and diagnostic tools to optimize application performance and effectively diagnose errors.

• **Frameworks:** BIRENSUPA supports most mainstream open-source deep learning frameworks, including PyTorch, TensorFlow, and PaddlePaddle. Our independently developed suInfer and suInfer-LLM provide high-performance inference engines and services. We also support open-source large language model (LLM) frameworks such as DeepSpeed, Megatron-DeepSpeed, Megatron-LM, and vLLM. To improve the reliability, fault tolerance, and efficiency of large-scale training, we provide the Elastic Toolkit for monitoring training jobs on large-scale clusters, detecting hardware and software failures, and recovering jobs within minutes — which is critical for large-scale deployments involving thousands of GPUs. In addition, our Heterogeneous GPU Collaborative Training (HGCT) module enables seamless integration between GPGPU clusters provided by us and other vendors to create larger heterogeneous clusters, enabling large-scale model training.

• **Solutions:** We provide ready-to-use AI solutions tailored to customer applications. Our BIRENCUBE cloud management platform integrates development, demonstration, and management tools for multi-user environments, supporting task and resource scheduling across thousands of GPGPU devices. In addition, Model Zoo hosts AI models natively optimized for BIRENSUPA, allowing customers to deploy pre-trained models or develop their own models based on reference implementations.

Intelligent Computing Clusters

Complex AI models and massive datasets require thousands or more GPUs with extremely fast interconnect speeds and highly optimized software stacks. In deep learning, particularly for large language models, many common operators — such as matrix multiplication and convolution — place very high demands on computing resources. A single GPU is often insufficient to meet the demands of training deep learning algorithms on massive datasets; therefore, to fulfill higher computational requirements, we employ GPU clusters / super-nodes. GPU clusters / super-nodes consist of multiple GPU servers and/or chips that accelerate the training of deep learning algorithms through parallel computing, thereby improving availability, reliability, and scalability. We integrate GPU hardware with high-speed interconnects, networking, and a comprehensively optimized artificial intelligence software stack to deliver high application-level performance, enabling customers to securely deploy and optimally operate hardware solutions.

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To meet the rapidly growing global demand for computing power, we are committed to providing comprehensive intelligent computing cluster / super-node solutions that address customers' urgent needs for high-performance computing and intelligent applications. These intelligent computing clusters are centered on our independently developed high-performance GPGPU chips, and are combined with essential hardware infrastructure provided by partners (including servers, storage devices, and network equipment) as well as our optimized software stack. This forms large-scale computing clusters ranging from hundreds to thousands and even tens of thousands of chips. This end-to-end solution encompasses chip design, hardware integration, software optimization, and system deployment. Our comprehensive intelligent computing cluster solution not only reduces integration complexity for customers but also significantly shortens the time from hardware procurement to deployment, facilitating the rapid transformation of operations towards intelligentization.

Our intelligent computing cluster solutions are systematically optimized and demonstrate strong performance in actual operations. They ensure stability during extended periods of high-load operation and support uninterrupted training tasks with rapid recovery capability in the event of failures. Key performance and technical highlights include:

• Reliability and Performance:

o Cluster training of one thousand cards for over 30 days without interruption, and over 5 days without failure;

o Industry-first three-level asynchronous checkpointing, improving reliability while minimizing access overhead;

o One-thousand-card cluster recovers a hundred-billion-parameter model to the last checkpoint within 5 minutes, with industry-leading speed;

o Loss function achieves zero error after multiple consecutive training runs, with continued decrease after a one-month training cycle;

o Supports mainstream large models with leading performance; one-thousand-card cluster achieves a linear scalability ratio of 95%;

o Automatic parallel optimization for large models, with industry-first asynchronous offloading to overcome memory bottlenecks;

• General Flexibility and Compatibility:

o Comprehensive model support; jointly building a large model ecosystem with upstream and downstream partners that supports over 50 language models, text-to-image generation, image-text understanding, and video generation;

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o Open ecosystem, compatible with three types of heterogeneous software acceleration platforms;

o Support for super-nodes with high scalability and flexible topology through various interconnect methods (such as direct optical interconnects, optical circuit switching, etc.), enabling more efficient operation of large models.

Through our comprehensive intelligent computing cluster solutions, we not only provide customers with high-performance computing resources, but also assist customers in achieving intelligent transformation, driving the widespread application of AI technology across various industries.

Commercialization

Our specialized technology products can be applied across a wide range of business scenarios, primarily used for customers' intelligent computing infrastructure construction and the development and application of AI models, including mainstream AI models and emerging large-scale AI models such as LLMs. We provide underlying computing power and corresponding software platform support to meet customers' growing demand for computing resources, help customers enhance their AI development and application capabilities, and ultimately improve their innovation capabilities, operational efficiency, and competitive advantages. Our strategy is centered around building ecosystem partnerships and scalable, replicable infrastructure solutions with leading companies in specific key industries that have high computing power requirements (such as AI data centers, telecommunications, AI solutions, energy and utilities, financial technology, and the internet). We collaborate with strong ecosystem partners to penetrate key markets and serve industry-leading customers. As of the Latest Practicable Date, we have provided solutions to nine Fortune China 500 companies, five of which are also listed on the Fortune Global 500. We have also attracted multiple repeat purchases from major customers.

We are committed to further enhancing our commercialization capabilities. In 2024, we had 14 specialized technology product customers, contributing revenue of RMB 336.8 million. As of the Latest Practicable Date, we had 24 outstanding binding orders for specialized technology products with a total value of approximately RMB 821.8 million. Furthermore, as of the Latest Practicable Date, we had entered into five framework sales agreements and 24 sales contracts for specialized technology products with a total value of approximately RMB 1,240.7 million, which will contribute to our future revenue upon realization.

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Business

Our GPGPU hardware systems and BIRENSUPA software platform are offered as a combined intelligent computing overall solution portfolio. We began generating revenue from intelligent computing solutions in 2023, and our revenue is recorded on a transaction basis. Customers select hardware specification types based on their requirements. The pricing of our solutions is determined based on multiple factors including product model, competitive landscape, strategic value of the customer, order volume, and procurement and production costs.

The following table sets out the key metrics of our specialized technology products for the periods indicated:

| | For the Year Ended December 31 | | | For the Six Months Ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | Number of customers (1) | – | 12 | 14 | 4 | 12 | | Number of new customers (2) | – | 12 | 13 | 3 | 6 | | Number of transactions | – | 14 | 36 | 9 | 33 | | Average transaction value (RMB million) | – | 4.4 | 9.4 | 4.4 | 1.8 |

Notes: (1) Refers to customers that generated revenue for us during a specific period. (2) Refers to customers that generated revenue for us during the specified period but were not previously our customers. During each period of the Track Record Period, new customers accounted for 50% or more of total customers, primarily because (i) we are at a relatively early stage of commercialization and are rapidly expanding to acquire new customers; and (ii) existing customers purchased additional intelligent computing solutions from us based on their business needs, which did not necessarily result in repeat purchases in each period of the Track Record Period.

In 2023, we began generating revenue from intelligent computing solutions, with customers primarily purchasing our intelligent computing solutions for trial use. In 2024, we primarily worked with leading participants in specific industries with strong demand for computing power, causing our average transaction value to increase significantly from RMB 4.4 million in 2023 to RMB 9.4 million in 2024. Our average transaction value decreased from RMB 4.4 million for the six months ended June 30, 2024 to RMB 1.8 million for the six months ended June 30, 2025, primarily because the revenue for the six months ended June 30, 2024 was mainly derived from a single large customer with fewer but larger transactions; whereas for the six months ended June 30, 2025, as our commercialization further advanced, revenue was derived from several large customers who placed orders in multiple batches according to specific needs, thereby reducing the average transaction value.

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Business

During the Track Record Period, we had not recorded any sales of BR166 chips. The following table sets out the sales volume of our BR106 and BR110 chips for the periods indicated:

| | For the Year Ended December 31 | | | For the Six Months Ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | BR106 | – | 590 | 9,344 | 600 | 2,216 | | BR110 | – | – | 298 | – | 22 |

In the first half of 2025, due to our commercialization advancement, we recorded sales volumes of BR106 and BR110 chips that were higher than the same period in 2024. Due to timing constraints in sales contracts and order fulfillment, the sales volume we recorded in the second half of 2024 was higher than in the first half of 2024, and we expect a similar pattern to occur in 2025. Furthermore, driven by strong demand for our products, we expect the full-year 2025 sales volume of BR106 to continue to increase year-on-year compared to 2024, and the commercialization of the new BR166 will also drive growth in our chip sales volume in 2025.

Case Study

Collaboration with a Leading IT Industry Ecosystem Partner

We have established a close cooperative relationship with a leading IT industry system integrator ("IT Company A"). In September 2023, we entered into a strategic cooperation agreement with IT Company A, pursuant to which we would jointly develop and provide intelligent computing solutions to build AI infrastructure and support AI applications in industry segments including telecommunications, AIDC, and enterprises. IT Company A is a leader in 5G infrastructure and AI-driven telecommunications services, and combined with our GPGPU technology, enables us to develop turnkey solutions and infrastructure and reach its telecommunications operator and enterprise customers. The partnership has realized joint market entry plans, with both parties jointly identifying sales opportunities, sharing technical resources, and developing integrated solutions to address industry-specific challenges.

In November 2023, we entered into a sales framework agreement with IT Company A for specialized technology products with a total value of approximately RMB 368 million. In the same month, we received the first binding sales order under the sales framework agreement for our specialized technology products, with a total value of approximately RMB 35 million. IT Company A purchased our GPGPU products for use in (i) integration into AI servers; and (ii) delivery of thousand-card intelligent computing cluster projects to end customers. Satisfied with the performance and quality of the products delivered under the first order, and in order to capture the enormous market opportunity in computing power, IT Company A placed the second binding sales order for our specialized technology products under the sales framework agreement in April 2024 with a total value of approximately RMB 137 million, and placed the third binding sales order for our specialized technology products under the sales framework agreement in April 2024 with a total value of approximately RMB 31.4 million.

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Industry-Focused, Customer-Centric Sales Approach

We adopt an industry-focused, customer-centric approach, targeting large enterprise customers with telecommunications as our core vertical sector. We have established partnerships with China's three major telecommunications operators to address diverse procurement needs. By embedding our solutions into customers' value chains — from R&D projects to large-scale AI data center ("AIDC") projects — we continuously engage with customers and pursue cross-selling opportunities.

In September 2024, working closely with our IT partner, we successfully delivered a 1,024-GPU intelligent computing cluster located in Nanjing, Jiangsu Province for a telecommunications customer (the "Nanjing 1024-GPU Cluster"), with a total contract value of RMB 180 million. The cluster deployed 1,024 Biren™ 106M units across 128 servers, optimized for large model training. Our IT partner provided storage, network, and integration services, and oversaw the end-to-end cluster deployment.

The solution utilized asynchronous offloading and automated large model optimization to reduce memory overhead while achieving 95% linear scalability, delivering end-to-end high performance. The project highlighted our capability to design and deploy mission-critical intelligent computing infrastructure at scale, making us more competitive in future hyperscale AIDC projects involving tens of thousands to hundreds of thousands of GPUs.

Building on the success of the Nanjing 1024-GPU Cluster project, we have secured multiple strategic contracts with telecommunications operators, including GPGPU server procurement agreements and deployment of 5G New Calling (next-generation services driven by 5G networks, providing AI functions such as real-time voice-to-text conversion and multilingual translation). We are also developing additional large-scale intelligent computing cluster projects for telecommunications operators. This multi-dimensional collaboration across different projects and use cases highlights our mature capability to drive ongoing commercialization and scale mission-critical solutions within the telecommunications ecosystem.

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Core Technologies Applied in Our Specialized Technology Products

Due to our continued investment in research and development, we possess numerous core technologies that empower our specialized technology products. The development of GPGPU hardware systems and related software platforms requires strong R&D capabilities. Our core technologies primarily cover the following areas: GPGPU architecture, SoC design, hardware system design, and software technology. As of the Latest Practicable Date, we had 613 patents, 40 copyrights, and 16 integrated circuit layout designs in China and overseas. For details, please refer to "Business — Intellectual Property."

Architecture Design

The Biren unified GPGPU architecture for training and inference enables our products to achieve powerful performance, high energy efficiency, and high versatility and flexibility, reducing the total cost of ownership for customers. Leveraging our GPGPU architecture, we are able to develop products of different scales to serve various applications and markets on a unified platform.

The following diagram illustrates our GPGPU architecture design:

| Memory Subsystem | Memory Subsystem | |---|---| | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | | Video Decoder | Video Encoder |

Diagram: Full-Chip Architecture Diagram

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| Video Encoder | (Streaming Processor Cluster) | Video Decoder | |---|---|---|

L2 Cache/Scratchpad, 8MB

| L2 Cache | L2 Cache | L2 Cache | L2 Cache | |---|---|---|---| | L2 Cache | L2 Cache | L2 Cache | L2 Cache | | L1 Cache | L2 Cache | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | L2 Cache | L2 Cache | | L2 Cache | L2 Cache | L2 Cache | L1 Cache | | Memory Subsystem | | | Memory Subsystem | | L1 Cache | | | L1 Cache | | DRAM | | | DRAM |

Diagram: SPC Architecture Diagram

To achieve these distinctive functions, we have incorporated numerous innovations into our architecture:

- **Excelling in both versatility and AI acceleration** — We use a Single Instruction, Multiple Threads ("SIMT") architecture, which is the classic GPGPU architecture. The SIMT architecture is the cornerstone of modern GPU design, enabling them to efficiently handle complex parallel computations. It is highly suitable for a wide range of applications and can be used flexibly, particularly for AI/ML algorithms.

- **Advanced tensor core architecture** — Our dedicated tensor engine T-core employs a special design that can significantly reduce the frequency of repeatedly retrieving data from DRAM during matrix operations, supports data reuse loops, reduces bandwidth requirements for AI matrix computations, and thereby greatly improves energy efficiency and computational efficiency.

- **Asynchronous data transfer with multicast** — We provide data multicast technology for matrix computations in artificial intelligence. Large-scale matrix computations typically involve substantial data reuse, and multicast technology allows data to be read from DRAM once and then simultaneously provided to different computing cores. This approach significantly improves computational speed while reducing energy consumption.

- **Near-memory computing** — Our chips incorporate storage technologies such as NUMA, UMA, and L2 Reduction, enabling data to be automatically stored close to the computing cores, with reduction computations performed through L2. This technology reduces the need to fetch data from remote DRAM, thereby improving data retrieval efficiency.

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SoC Design

In terms of SoC design, we have continuously accumulated technology throughout the entire process, covering SoC architecture, memory systems, multi-GPU interconnects, SoC testing, SoC design flow, and chip packaging design.

- **SoC Architecture:** Based on the AI application scenarios and target market segments of the chip, we flexibly configure different numbers of SPC cores equipped with various heterogeneous computing modules, and define the memory system and interconnect structure accordingly. In addition, our SoC is designed to support computing on the cloud and at the edge, and to enable virtualization of cloud computing resources.

- **Memory System:** Our design technology can integrate various types of dynamic random-access memory protocols. Through features such as multi-channel access, data packet scheduling and ordering, and cache prefetching, our SoC design significantly improves the effective bandwidth access for AI applications and reduces memory access latency.

- **Multi-GPU Interconnect:** We have integrated high-speed serializer/deserializer (SerDes) to enable high-speed communication while minimizing the number of input/output pins and interconnects. We have also developed a proprietary BLink system that improves the scalability of intelligent computing clusters. While conventional GPU cards can only connect to server hosts, our BLink technology enables connections between GPU cards, with a maximum bidirectional data transfer rate of up to 64 GB/s per channel across 4 to 8 channels. Furthermore, according to data from CIC (灼識諮詢), we are the first GPGPU company in China to achieve point-to-point full-mesh topology for eight GPU cards within a single server. Additionally, we have collaborated with industry-leading business partners in China to pioneer the introduction of commercial GPU optical interconnect technology in China, advancing the future of all-optical networks and co-packaged optics technology to further enhance interconnect performance and efficiency.

- **SoC Testing:** We employ Design for Testability ("DFT") technology and conduct functional scanning, built-in self-testing, yield analysis, and diagnostics throughout the entire product development process. Based on test results, our firmware can identify and recover non-fully-functional chips and manufacture downgraded products. These are necessary conditions for testing conducted as part of the manufacturing process to ensure the functionality of our GPGPUs, laying the foundation for successful large-scale production. We have also creatively introduced functional testing into the wafer probing stage, which will significantly improve downstream test yields.

- **SoC Design Flow:** Our multi-level partitioning technology and module reuse technology effectively simplify the physical design of complex modules in terms of placement and routing, improving the scalability of chip design. Our algorithms are capable of reducing latency and improving chip frequency. Furthermore, during the physical design process, our rapid timing convergence technology ensures timing consistency and reduces the number of timing iterations, thereby accelerating the physical design process. In terms of optimization, our energy efficiency optimization technology enables tailored optimization of chips for different application scenarios, while our yield optimization technology analyzes and optimizes the chip's power network, thereby extending the service life of our GPGPU products. All of the above technologies collectively ensure our first-time-right tape-out and higher manufacturing yields.

- **Chip Packaging Design:** To develop more efficient and scalable solutions for increasingly complex systems, we adopt chiplet technology in our chip design methodology. The chiplet approach is regarded as a key strategy for addressing the limitations of traditional monolithic IC manufacturing. This flexible, scalable, and cost-effective technology can shorten the time-to-market for our complex GPGPU chips. Our chiplet design also leverages advanced chip packaging technology, which significantly improves the integration of chips and memory. This technology involves stacking and connecting multiple dies (such as GPU SoCs, memory, etc.) into a single package to achieve better overall performance. It is particularly useful in AI training workloads, cloud computing, and applications requiring high-speed data processing and minimal latency.

Hardware System Design

We have developed comprehensive hardware system design capabilities to support various hardware form factors, including our independently developed GPGPU, such as PCIe, OAM, UBB, servers, and server clusters. We adhere to Open Compute Project standards. Our product line spans from 75W edge computing to 450W PCIe / 600W OAM form factors. Our next-generation designs will be upgraded to support up to 700W air-cooled and 1000W liquid-cooled configurations. Our UBB can connect up to eight OAM cards with multiple topologies using our in-house P2P interface. In the next generation, we will design more flexible and powerful SerDes connectivity to scale up our systems. Our system-level serial data communication integrated design and simulation technology enables reliable and stable communication between cards and systems. Leveraging our expertise in signal integrity simulation, our systems achieve high frequency and high density. In addition, our advanced system-level power distribution design, backed by our signal integrity and power integrity simulation technologies, delivers stable power supply across different operating modes of AI applications.

Software Technology

In addition to hardware-level innovations, we have developed a suite of software technologies that enable developers to fully leverage the computational and communication capabilities of our GPGPU.

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• Advanced Compiler Optimization for AI Workloads: Our compiler technology integrates advanced code generation and optimization techniques to translate AI applications written in high-level programming languages (C/C++) into machine code that is highly optimized for the Biren GPGPU instruction set. This includes sophisticated loop transformations, instruction scheduling, and register allocation strategies specifically designed to maximize parallel execution efficiency. We possess industry-unique warp management and register allocation algorithms that implement the cooperative warp mechanism in the Biren GPGPU architecture, ensuring optimal resource utilization for workloads with varying computational intensities.

• Easy-to-Use GPGPU Programming Model: The BIRENSUPA programming model is designed to be fully compatible with industry-standard GPGPU models, ensuring seamless portability while providing unique extensions tailored to our architecture. These extensions are abstracted into a set of easy-to-use APIs (such as MegaKernel, Tensor Core intrinsics, and kernel co-routines), providing direct access to hardware features including large tensor cores, near-memory computing, and large on-chip memory buffers, all of which are critical for accelerating deep learning workloads.

• High-Performance Computing and Communication Acceleration Libraries: We provide highly optimized libraries that accelerate core AI and mathematical operations used in machine learning training and inference. These libraries employ advanced techniques such as graph analysis, operator fusion, and just-in-time compilation to maximize the utilization of Biren GPU computational resources. Our communication libraries leverage Biren GPU compute kernels and dedicated direct memory access engines to accelerate data transfers across multiple network topologies, including our BLink intra-node / super-node and large GPU clusters. These libraries can also be integrated with the Biren ML framework to enable overlap between computation and communication, thereby optimizing overall performance.

• Graph Optimization for Deep Learning Frameworks: We integrate advanced graph optimization and operator fusion techniques into deep learning frameworks to further enhance training and inference performance. These techniques improve memory efficiency by increasing data reuse across sequences of computations, thereby reducing memory bandwidth requirements. In addition, they improve computational and communication concurrency by overlapping compute and data movement operations, minimizing idle time, and reducing CPU-side control overhead.

• Efficient Memory Management for Large-Scale AI Training: As AI models continue to grow in scale, memory efficiency has become a critical bottleneck. We have developed asynchronous offloading and GPU-based chunk optimizers to significantly reduce device memory usage during training. The asynchronous offloading strategy moves intermediate activations and gradients between GPU memory and host memory in a manner that hides latency, minimizing memory footprint while maintaining training efficiency. The GPU-based chunk optimizer further partitions and schedules memory-intensive operations to avoid fragmentation and ensure optimal utilization of available memory resources. These technologies enable our GPGPU to efficiently train models with hundreds of billions of parameters even on small-scale clusters, without compromising model accuracy.

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• Unified AI Development Environment Across Cloud and Edge: Our software ecosystem provides a unified development environment spanning cloud and edge deployments, allowing developers to seamlessly build, optimize, and deploy AI applications across multiple hardware configurations. This environment integrates software tools for model development, profiling, debugging, and deployment, ensuring that applications can smoothly transition from research environments to large-scale production systems. It is particularly well-suited for models such as DeepSeek-v3, but without the additional memory overhead associated with DeepSeek's dual-pipeline approach.

By providing a scalable software platform, we enable enterprises to accelerate AI adoption and maximize the performance of their AI models across a variety of deployment scenarios.

Research and Development

Overview

Research and development is the cornerstone of our business, enabling us to continuously enhance and expand our portfolio of solutions. Our strong R&D capabilities allow us to leverage advanced technologies in the semiconductor field to develop specialized technology products, and will continue to support our future growth. We will continue to invest in research and development to improve the computational power, versatility, and efficiency of our solutions.

R&D Capabilities

As of June 30, 2025, our research and development efforts are led by a team of 657 experienced professional R&D personnel, representing approximately 83% of our total workforce. The key management members and core members of our R&D team include our Chief Technology Officer, Mr. Zhou HONG, and our Chief Operating Officer, Mr. Linglan ZHANG. Mr. Hong is responsible for overseeing and setting the direction of our product technology development. He is also the chief architect of our GPGPU chips, responsible for the definition and design of the GPGPU architecture. Mr. Hong has nearly 30 years of experience in GPU design and engineering and has led R&D teams at multiple leading semiconductor companies both domestically and internationally. Mr. Linglan ZHANG is responsible for project management as well as production and quality control of our products. He has over 23 years of experience in the semiconductor industry. Please also refer to "Directors and Senior Management."

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We retain key management personnel and core R&D staff by offering competitive compensation packages and comprehensive benefits. To mitigate any potential adverse impact from the departure of such personnel, we recruit candidates with relevant knowledge and skills through online platforms, internal referrals, and recruitment agencies. The principal terms of the agreements entered into with our management and technical personnel are summarized below.

• Non-Conflict. During the period of employment, employees may not engage in any other work without our prior written consent.

• IP Rights. To the maximum extent permitted by applicable law, we own all rights, title, and interest (including patent rights, copyrights, trade secret rights, and any other intellectual property rights of any kind anywhere in the world) in and to any and all inventions (whether or not patentable), designs, know-how, ideas, and information (in whole or in part) made, conceived, or reduced to practice by an employee during the term of the employment agreement and within one year after termination of employment, and employees shall promptly disclose all inventions to us.

• Confidentiality. During and at any time after the period of employment, employees shall maintain the confidentiality of all technical, operational, or business secrets belonging to us or to other third parties to whom we owe a duty of confidentiality. Employees shall not in any manner disclose, reveal, publish, announce, release, direct, transfer, or otherwise provide any such trade secrets to any third party (including employees who are not privy to such trade secrets), and shall not use such trade secrets outside the scope of their work.

• Non-Compete. We are entitled to unilaterally initiate a non-compete period of up to two years following the termination of the employment relationship. During the period of employment and any non-compete period initiated by us, employees may not engage in any competitive activities.

• Non-Solicitation. During the period of employment and for two years thereafter, employees may not, directly or indirectly, on their own behalf or on behalf of any other company, solicit or attempt to solicit any of our employees to leave, nor recruit any of our employees, directly or indirectly, on their own behalf or on behalf of any other company.

Furthermore, we have attracted and retained a highly qualified R&D team. Prior to joining our Group, the majority of our R&D personnel accumulated extensive proprietary knowledge and expertise while working at other leading semiconductor and information technology companies. As of June 30, 2025, more than 210 of our R&D personnel have over 10 years of industry experience, accounting for more than 30% of our total R&D headcount. We will continue to actively recruit R&D talent to further innovate and improve our technologies and solutions. We have successfully advanced BR106 from design to commercialization within approximately three years, incorporating advanced technologies and demonstrating leading performance, which testifies to our world-class R&D efficiency. We have also accumulated strong proprietary technologies and engineering capabilities.

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We have established the Biren Research Institute to support our development strategy, strengthen our ecosystem, and drive continuous innovation. The Biren Research Institute was established to explore next-generation technologies and address the challenges encountered in developing GPUs. Specifically, it focuses on (i) the research and development of key and breakthrough algorithms to maximize the performance of our products, (ii) cross-disciplinary optimization R&D across our algorithms, hardware, and software, and (iii) proactive participation in the open-source ecosystem by developing prototype tools and frameworks for domain algorithms and compiler optimization technologies to support the design of our hardware and software products.

Since our founding in 2019, we have consistently invested heavily in strengthening our R&D capabilities to develop innovative and flexible solutions, enabling us to stay ahead of evolving customer needs. For the years 2022, 2023, and 2024, and for the six months ended June 30, 2024 and June 30, 2025, our total R&D expenditures were RMB1,017.9 million, RMB885.6 million, RMB827.0 million, RMB397.1 million, and RMB571.6 million, respectively, representing 79.8%, 76.4%, 73.7%, 71.5%, and 79.1% of our total operating expenses for the respective periods. All R&D expenditures recorded during the track record period were incurred in connection with the development of our specialized technology products. For further information regarding our R&D expenditures during the track record period,

Financial Information

▶

For details of our research and development expenditures during the Track Record Period, please refer to "Financial Information – Explanation of Key Items in the Consolidated Statement of Comprehensive Loss – Research and Development Expenditures."

During the Track Record Period and up to the Latest Practicable Date, there were no legal claims or litigation that might affect the research and development of our Specialized Technology Products.

During the Track Record Period, we completed the following major research and development projects:

| Year | Milestone | |------|-----------| | 2021 | Completed tape-out of our first chip, BR106 | | 2022 | Post tape-out verification of the first chip BR106 | | 2022 | Completed tape-out of BR110 | | 2023 | Post tape-out verification of BR110 | | 2023 | Completed new product introduction and commenced mass production of Biren™ 106B, Biren™ 106C and Biren™ 106M | | 2024 | Completed new product introduction and commenced mass production of Biren™ 106L and Biren™ 110E |

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| Year | Milestone | |------|-----------| | 2024 | Completed product definition of BR166 and commenced chip manufacturing | | 2024 | Completed architectural design of BR20X | | 2025 | Completed post tape-out verification of BR166 and commenced mass production | | 2025 | Completed new product introduction of Biren™ 166M and Biren™ 166L | | 2025 | Completed pre-silicon work for BR20X |

In addition, we are currently conducting architectural design for the BR30X product.

During the Track Record Period, we also outsourced certain non-core research and development processes (such as certain back-end (physical) design projects) to third parties. In the outsourced research and development processes, we provide our requirements and regularly review progress and results to ensure project quality and timelines. This arrangement allows us to focus on our core technologies and optimize our research and development efficiency. When selecting qualified outsourcing companies, we consider their industry reputation, track record in undertaking similar projects, and the qualifications of their research and development personnel. The principal terms of outsourced research and development projects generally include: (i) Intellectual Property: we are entitled to the intellectual property arising from outsourced research and development arrangements, and the outsourcing companies may not use or re-develop such IP without our authorization; (ii) Pricing and Payment: pricing is calculated based on the allocation of human resources agreed upon by both parties in the contract; (iii) Confidentiality: outsourcing companies shall strictly maintain confidentiality of all information we provide and shall be held responsible for any breach of confidentiality obligations; and (iv) Termination: contracts may be terminated by mutual agreement of both parties or by other means set out in the agreements.

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Solution Development Process

The development of our solutions requires careful planning and coordination at various stages, as illustrated in the diagram below:

We are principally engaged in:

(i) Market requirements analysis, focusing on end-customer needs, market trends, and product positioning within target market segments;

(ii) Architectural design, focusing on Biren's proprietary unified architecture;

(iii) The chip design process, which is one of the most critical stages in the chip development process, directly determining chip performance and functionality as well as the core competitiveness of an IC design company;

(iv) Hardware system integration and testing, which refers to the process by which we, upon receipt of finished PCIe boards and OAMs from original equipment manufacturers, conduct software integration, server and cluster integration, and internal testing before delivering samples to customers;

(v) Internal development of our software stack, BIRENSUPA; and

(vi) Product sales and technical support, with direct interaction with customers.

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To facilitate the chip design process, we utilize various items, tools, and support services provided by third-party suppliers (such as certain IP, EDA tools, and simulators), and may choose to outsource certain back-end and physical design work to design service providers. IP procured from third-party suppliers refers to ancillary IP cores used as SoC functional modules in chip design. We do not engage in the development of the relevant IP cores procured from third-party suppliers. We integrate such IP into our SoC designs and conduct verification and optimization. Such IP cores are generally available from multiple suppliers. According to data from Frost & Sullivan, it is consistent with industry norms for intelligent computing chip companies to procure ancillary IP cores from external suppliers. We provide chip design layouts to third-party IC foundries for manufacturing. The dies (unpackaged chips manufactured by foundries on silicon wafers) are then sent to IC assembly, testing, and packaging suppliers for packaging, and subsequently delivered to board manufacturers for assembly and testing. GPGPU chips are then integrated by original equipment manufacturers into various product form factors (such as PCIe boards and OAMs). Upon receipt of PCIe boards and OAMs, we conduct hardware system (i.e., server) integration, software integration, and internal testing before shipping to customers.

Academic Collaborations

As of the Latest Practicable Date, we have undertaken more than 30 joint research projects with a number of renowned universities, including Tsinghua University, Fudan University, Shanghai Jiao Tong University, and Zhejiang University. Our collaborators are China's leading universities with strong research capabilities and extensive experience in the semiconductor field. Through collaboration with leading universities, we aim to bridge the gap between academia and engineering, and to connect talent with industry. As of the Latest Practicable Date, such IP is not material to our Specialized Technology Products, operations, or business. The principal terms of our collaborations with these universities generally include: (i) both parties will establish a joint laboratory under the administration of the university to conduct joint research in the field of intelligent computing; (ii) both parties will provide technological, product, and talent resources to support the research and development activities of the joint laboratory. In general, we provide funding for the joint laboratory in amounts stipulated in the agreements, while the universities provide premises and equipment for the joint laboratory; (iii) the intellectual property arising from research and development projects completed by both parties will be owned by us, or jointly owned by both parties in accordance with the applicable terms stipulated in the relevant agreements. As of the Latest Practicable Date, such IP is not material to our Specialized Technology Products, operations, or business; (iv) we will provide internship programs for specific students at the cooperating institutions; (v) neither party shall disclose information relating to the collaborative research and development projects, and both parties shall be held liable for any such disclosure; (vi) the term of each agreement is generally one to three years, renewable upon negotiation; and (vii) agreements may be terminated upon mutual consent of both parties. Our collaborations focus on (i) nurturing talent in chips and artificial intelligence through the provision of scholarships, establishment of internship programs, and delivery of courses and lectures at renowned universities, and (ii) jointly conducting academic research in the fields of artificial intelligence, computer science, and electrical engineering. We believe that these collaborations enable us to further strengthen our research and development team.

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Sales and Marketing

Our strategy targets industry leaders who have strong and growing demand for powerful computing solutions. According to data from Frost & Sullivan, our sales cycle typically takes one to three months, which is consistent with industry practice. By engaging directly with industry leaders, we identify and prioritize the core needs of such target customers. To generate customer interest, we provide product samples and test results to demonstrate the value and advantages of our solutions, such as the performance and total cost of ownership (TCO) of our solutions when processing representative workloads. Following initial customer validation, we enter into strategic cooperation agreements with industry leaders and conduct grey-box testing in respect of matters including performance and accuracy of training and inference across multiple models, ease of use and generalization capability of the software stack, and system stability and reliability of our solutions. The principal terms of strategic cooperation agreements generally include: (i) both parties will establish a strategic cooperative relationship in applying our intelligent computing solutions to relevant application scenarios; (ii) customers will place binding sales orders with us from time to time; (iii) the term of each agreement is generally two to three years; and (iv) the agreement may be terminated by either party upon prior notice. Based on valuable feedback from customers during the testing process, particularly their experience in developing and optimizing operators using BIRENSUPA, as well as the results of stress tests conducted over extended periods in real business scenarios, we continuously refine and optimize our solutions. Upon completion of grey-box testing, customers proceed to place binding sales orders with us, and we ensure stable and timely deployment of our solutions and provide high-quality customer support. By serving industry leaders and establishing partnerships with major customers, we aim to accelerate the market deployment of our solutions and to further expand our influence in other sectors of those industries.

As of June 30, 2025, we have established a dedicated in-house sales and marketing team of 32 personnel in China. Our founder, Chairman and Chief Executive Officer, Mr. Zhang, and our Executive Director and General Manager, Mr. Xiao Bing, oversee our sales and marketing activities. Please also refer to "Directors and Senior Management." Our employees have an in-depth understanding of the industries and customers they are responsible for. Our in-house sales team works closely with our research and development team to ensure they are able to propose optimal solutions to address the pain points faced by participants in the relevant industry verticals. To encourage and incentivize our in-house sales team, we have designed a compensation structure that includes both fixed and performance-based components. We set specific performance targets for each team member. We evaluate the performance of relevant employees on an annual basis and pay corresponding compensation based on their performance.

Business Sustainability and Path to Profitability

We recorded strong revenue growth during the Track Record Period, demonstrating our ability to successfully commercialize our Specialized Technology Products. Our revenue increased from RMB0.5 million (万元) in 2022 to RMB62.0 million (百万元) in 2023, and further increased to RMB336.8 million (百万元) in 2024. Despite achieving rapid growth, we recorded losses during the Track Record Period. For the years ended December 31, 2022, 2023, and 2024, and for the six months ended June 30, 2024 and June 30, 2025,

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we recorded net losses for the year/period of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1 million, RMB888.3 million, and RMB1,600.5 million, respectively, and adjusted net losses (non-IFRS measure) of RMB1,038.3 million, RMB1,051.4 million, RMB767.3 million, RMB438.2 million, and RMB551.6 million, respectively, calculated by adding back changes in the carrying amount of redemption liabilities relating to the redemption rights of certain pre-IPO shareholders and other non-cash and non-recurring items. For details, please refer to "Financial Information – Explanation of Key Items in the Consolidated Statement of Comprehensive Loss – Non-IFRS Measures." Our net losses and adjusted net losses (non-IFRS measure) during the Track Record Period were primarily attributable to: (i) the significant operating expenditures we incurred during the Track Record Period, in particular research and development expenditures, and (ii) the fact that we were at an earlier stage of commercialization, and the revenues we generated during the Track Record Period were insufficient to cover the substantial investments made. Specifically, our losses during the Track Record Period were primarily caused by the following factors:

• **Substantial upfront capital investment required.** The intelligent computing chip market is highly competitive and complex, requiring substantial upfront investment in technological research and development, talent acquisition, customer development, and regulatory compliance. We need to commit considerable resources to support extensive research and development efforts and to enhance our core technologies, including GPGPU architecture, SoC design, hardware systems, and software platforms, in order to acquire customers. In addition, to maintain technological leadership, we need to attract top-tier talent. To attract and retain specialized personnel capable of driving technological innovation and development, we are required to offer competitive compensation and incentives. For the years ended December 31, 2022, 2023, and 2024, and for the six months ended June 30, 2024 and June 30, 2025, our research and development expenditures were RMB1,017.9 million, RMB885.6 million, RMB827.0 million, RMB397.1 million, and RMB571.6 million, respectively. These substantial upfront research and development investments resulted in our sustained losses during the Track Record Period.

• **Still at an early stage of commercialization.** We are currently still at an early stage of commercialization and are growing rapidly. Our intelligent computing solutions require a lengthy multi-year development cycle, as we must complete chip design, customer validation, and market penetration before achieving commercialization. As our business scales, we expect to benefit from economies of scale, and operating expenditures as a percentage of total revenue are expected to decrease. Although economies of scale can bring significant efficiency benefits, realizing such benefits requires a gradual process, particularly for companies such as ours that bear substantial upfront investment and are still in the early stages of commercialization.

• **Changes in carrying amount of redemption liabilities.** For the years ended December 31, 2022, 2023, and 2024, and for the six months ended June 30, 2024 and June 30, 2025, we recorded changes in the carrying amount of redemption liabilities of RMB348.0 million, RMB603.6 million, RMB674.3 million, RMB383.1 million, and

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RMB1,010.9 million, respectively. Changes in the carrying amount of redemption liabilities are non-cash in nature, and upon completion of the Global Offering, the redemption liabilities will be automatically converted into equity of the Company.

Similarly, we had been recording losses prior to the Track Record Period, resulting in total accumulated deficit attributable to owners of the Company of RMB2,920.3 million as of January 1, 2022. Our gross profit margin decreased from 76.4% in 2023 to 53.2% in 2024, and decreased from 71.0% for the six months ended June 30, 2024 to 31.9% for the six months ended June 30, 2025. This change was primarily due to a shift in the mix of products sold driven by customer-specific requirements.

In addition, we recorded operating cash outflows during the Track Record Period, primarily due to (i) the level of net losses during the Track Record Period, and (ii) increases in trade receivables, other receivables, and prepayments from 2023 to 2024,

Financial Information

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Primarily due to business growth. For details, please refer to "Financial Information — Liquidity and Capital Resources — Cash Flow Analysis — Net Cash Used in Operating Activities." We plan to improve the level of net operating cash outflows in the following ways: (i) by improving profitability through the following measures, and (ii) by continuing to strengthen the management of trade receivables. Specifically, in order to accelerate the collection of trade receivables, we have enhanced our product competitiveness through product iteration and have progressively increased the proportion of advance payments. Furthermore, we have established a dedicated collections department and implemented a weekly follow-up mechanism to further optimize the collections process.

In addition, as of June 30, 2025, we had net current liabilities of RMB9,548.0 million, primarily because redemption liabilities are classified as current liabilities in accordance with the redemption dates set out in the investment contracts, amounting to RMB12,145.4 million as of June 30, 2025. We expect that, upon completion of the Global Offering, the relevant redemption liabilities will automatically convert into equity of the Company, at which point we will record net current assets.

Looking ahead, our goal is to achieve sustainable development and profitability through the following means: (i) optimizing our solutions to create value for customers; (ii) expanding our customer base; and (iii) improving operational efficiency and economies of scale.

Optimizing Solutions to Create Value for Customers

We are committed to providing high-quality intelligent computing chip solutions, including GPGPU-based hardware systems and the computing software platform BIRENSUPA, to meet the growing computing power demands of customers across various industries, thereby helping to enhance productivity, drive innovation, and facilitate business transformation. For details of our solutions, please refer to "— Our Intelligent Computing Solutions." We plan to continuously create value for customers and meet their business needs by accelerating product iteration, optimizing solutions, innovating technologies, and providing satisfactory customer services, thereby driving revenue growth and achieving profitability.

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Our results are driven by our ability to continuously improve the core technologies underlying our solutions. Accordingly, we will continue to invest in our research and development capabilities, in particular continuing to strengthen our self-reliance and independent control over core technologies. We intend to expand our pool of scientists and engineering talent to continuously enhance our R&D capabilities. In addition, we will leverage our technological capabilities to continue carrying out comprehensive upgrades to our solutions across architecture, SoC, hardware systems, and software platforms, in response to customers' ever-evolving business needs and to create value for customers — which we believe will help accelerate the expansion of customer-facing solutions. For example, in order to better meet customers' urgent demands for high-performance computing power and intelligent applications, we have optimized our solutions such that our specialist technology products can be delivered in the form of large-scale intelligent computing clusters controlled through our BIRENSUPA software platform, where such clusters consist of a large number of interconnected GPGPU units working together to execute parallel processing tasks. This enables us to capture commercialization opportunities in the continuously evolving intelligent computing chip market.

We will work with all stakeholders — including customers, suppliers, software and hardware partners, developers and developer communities, as well as research institutes and universities — to continue building a vibrant ecosystem. Collaborating closely with these partners will help enhance brand awareness while driving faster adoption and commercialization of our solutions.

Furthermore, as we continue to enhance the performance of our GPGPUs and solutions and expand our production capacity to meet customers' critical business needs, we are able to generate additional monetization opportunities through repeat purchases following an initial sale. For example, we have established a close partnership with a leading systems integrator in the IT industry. In order to capture the enormous opportunities in the computing power market, and having been satisfied with the performance and quality of the products delivered under the initial order — and in order to capture the vast market opportunity in computing power — this customer has placed multiple binding specialist technology product orders with us from November 2023 to June 2025, with a total value of approximately RMB252.4 million. For details, please refer to "— Our Intelligent Computing Solutions — Commercialization — Case Studies — Partnership with a Leading IT Industry Ecosystem Partner."

Expanding Our Customer Base

Based on our available financial resources, including cash and cash equivalents on hand as of October 31, 2025, future operating cash flows across various periods, bank deposits and structured deposits, and the estimated net proceeds from the Global Offering, and taking into account our historical cash consumption rate, our Directors believe that for the 12 months from the date of this prospectus

Financial Information

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months we will have sufficient working capital. For details, please refer to "Financial Information – Working Capital Adequacy".

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Based on the above reasons, the Directors consider that the Group has a sustainable business. The above forward-looking statements are made based on certain assumptions regarding our current and future business strategies and our future operating environment. Such forward-looking statements involve risks, uncertainties and other factors, some of which are beyond our control, and may cause actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For relevant risks, please refer to the section headed "Forward-looking Statements" in this prospectus.

After careful consideration of the above factors and the independent due diligence steps conducted by the Joint Sponsors, including but not limited to: (i) reviewing the profit forecast memorandum and working capital forecast memorandum prepared by the Directors; (ii) discussions with the Company's management and the Reporting Accountants regarding matters including working capital adequacy, profit forecasts and the assumptions and bases in the working capital forecast memorandum;

Financial Information

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During the Track Record Period, our specialized technology products were still in the early stages of commercialization. In 2023, our specialized technology products began generating revenue. During the Track Record Period, total revenue from our five largest customers for each year/period from 2023 onwards was RMB60.9 million, RMB304.0 million and RMB57.7 million, respectively, accounting for 98.1%, 90.3% and 97.9% of our total revenue, respectively. During the Track Record Period, revenue from our largest customer from 2023 onwards was RMB53.2 million, RMB183.4 million and RMB19.6 million, respectively, accounting for 85.7%, 54.5% and 33.3% of our revenue, respectively. Our five largest customers for the years ended 2023, 2024 and the six months ended 30 June 2025 were all customers of intelligent computing solutions. They are Chinese companies operating in the fields of IT, data centers and artificial intelligence solutions. For the year ended 31 December 2022, we had a total of three customers and

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(i) discussed matters relating thereto; (ii) [preceding text not included in this chunk]; (iii) reviewed the Group's historical financial information and related financing agreements and loan agreements; (iv) reviewed the accountants' report to understand the Company's cash and cash equivalents on hand as at 30 June 2025; (v) conducted relevant financial due diligence work with the Company's management, and the Joint Sponsors have no reason to believe that the Directors' above views are unreasonable.

Customers and Suppliers

Customers

During the Track Record Period, our specialized technology products were still in the early stages of commercialization. In 2023, our specialized technology products began generating revenue. During the Track Record Period, total revenue from our five largest customers for each year/period from 2023 onwards was RMB60.9 million, RMB304.0 million and RMB57.7 million, respectively, accounting for 98.1%, 90.3% and 97.9% of our total revenue, respectively. During the Track Record Period, revenue from our largest customer from 2023 onwards was RMB53.2 million, RMB183.4 million and RMB19.6 million, respectively, accounting for 85.7%, 54.5% and 33.3% of our revenue, respectively. Our five largest customers for the years 2023, 2024 and the six months ended 30 June 2025 were all customers of intelligent computing solutions. They are Chinese companies operating in the fields of IT, data centers and artificial intelligence solutions. For the year ended 31 December 2022, we had a total of three customers and

Financial Information

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generated total agency fee revenue of RMB 0.5 million. For details, please refer to "Financial Information — Key Items of the Consolidated Statement of Comprehensive Loss — Revenue." Our revenue from our largest customer in 2022 was RMB 0.4 million, accounting for 77.8% of total revenue in 2022.

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The following table sets out details of our five largest customers during the Track Record Period.

For the Year Ended 31 December 2022

For the Year Ended 31 December 2023

| Ranking | Customer | Principal Product Categories Purchased | Background of Business Relationship | Year Commenced | Revenue (RMB'000) | % of Total Revenue | Credit Period | |---------|----------|----------------------------------------|--------------------------------------|----------------|-------------------|--------------------|---------------| | 1 | Customer D | Intelligent computing solutions | A company principally engaged in technology development services | 2023 | 53,190 | 85.7% | 30 days | | 2 | Customer E | Intelligent computing solutions | A company principally engaged in technology services | 2023 | 3,105 | 5.0% | 120 days | | 3 | Customer F | Intelligent computing solutions | A company principally engaged in technology services | 2023 | 2,479 | 4.0% | 90 days | | 4 | Customer G | Intelligent computing solutions | A company principally engaged in the sale of servers and IT equipment | 2023 | 1,518 | 2.4% | 90 days | | 5 | Customer H | Intelligent computing solutions | A company principally engaged in intelligent technology development | 2023 | 582 | 0.9% | 90 days |

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For the Year Ended 31 December 2024

| Ranking | Customer | Principal Product Categories Purchased | Background of Business Relationship | Year Commenced | Revenue (RMB'000) | % of Total Revenue | Credit Period | |---------|----------|----------------------------------------|--------------------------------------|----------------|-------------------|--------------------|---------------| | 1 | Customer I | Intelligent computing solutions | A company principally engaged in information technology products and services | 2024 | 183,393 | 54.5% | 30 to 180 days | | 2 | Customer J | Intelligent computing solutions | A company principally engaged in technology services | 2024 | 41,856 | 12.4% | 60 to 90 days | | 3 | Customer K | Intelligent computing solutions | A company principally engaged in information technology products and services | 2024 | 35,003 | 10.4% | 90 days | | 4 | Customer L | Intelligent computing solutions | A company principally engaged in computer hardware and software and mobile communications services | 2024 | 26,053 | 7.7% | Payment before delivery | | 5 | Customer M | Intelligent computing solutions | A company principally engaged in artificial intelligence technology | 2024 | 17,671 | 5.2% | Instalment payments, with corresponding proportions payable upon product delivery, acceptance, and stable operation phases |

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For the Six Months Ended 30 June 2025

| Ranking | Customer | Principal Product Categories Purchased | Background of Business Relationship | Year Commenced | Revenue (RMB'000) | % of Total Revenue | Credit Period | |---------|----------|----------------------------------------|--------------------------------------|----------------|-------------------|--------------------|---------------| | 1 | Customer I | Intelligent computing solutions | A company principally engaged in information technology products and services | 2024 | 19,629 | 33.3% | 30 to 180 days | | 2 | Customer N | Intelligent computing solutions | A company principally engaged in technology services | 2025 | 17,357 | 29.5% | Instalment payments, with the majority payable shortly after invoicing and the remainder payable upon delivery and acceptance | | 3 | Customer O | Intelligent computing solutions | A company principally engaged in technology services | 2025 | 12,429 | 21.1% | Instalment payments, with a partial deposit payable upon signing of contract and the remainder payable before delivery | | 4 | Customer D | Intelligent computing solutions | A company principally engaged in technology development services | 2023 | 6,804 | 11.6% | Payment before delivery | | 5 | Customer E | Intelligent computing solutions | A company principally engaged in technology services | 2023 | 1,439 | 2.4% | 120 days |

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During the Track Record Period, we generated revenue from a limited number of customers, primarily because we were still at a relatively early stage of commercialisation with a limited customer base. Our historical customer base and circumstances may not necessarily reflect our future customer base and circumstances. By executing our strategy of continuously commercialising our intelligent computing solutions through establishing partnerships with key large customers in industries with high demand for computing power, our customer base and circumstances are expected to continually evolve, and customer concentration is expected to further decrease. We primarily acquire customers through word-of-mouth referrals, proactive outreach by our sales personnel, participation in trade exhibitions and industry conferences, and collaboration with ecosystem partners.

As of the Latest Practicable Date, none of the Directors, their associates, or, to the knowledge of the Directors, shareholders holding 5% or more of our

Share Capital

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Any other shareholder holding an interest in any of our five largest customers. Our five largest customers (including their shareholders, directors, senior management or any of their respective associates) have no past or existing relationship (including but not limited to family, employment, trust, financing or other relationships) with us, our subsidiaries, our shareholders, directors, senior management or any of their respective associates.

The principal terms and conditions of the sales agreements entered into by us with customers of specialist technology products are set out below.

Term | Typically one to three years, with automatic renewal upon expiry if no objection is raised.

Sales Orders | Customers are required to place sales orders with us specifying the required products, quantity, delivery schedule, price, payment and credit period. The credit period we grant to customers generally ranges from 30 to 180 days.

After-sales | We provide after-sales services within the period specified in the sales order (typically three years). Our after-sales services mainly include repair, maintenance and replacement of defective products (except for damage caused by the customer).

IP Rights | We retain all intellectual property rights in the products, software or other technical materials provided to customers. Customers shall not decrypt our products or software to obtain the relevant source code, technology or algorithms.

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Product Returns | We do not accept returns other than for defective products. Once our products are sold to consumers, we accept exchanges and returns of defective products within 2 to 4 weeks after delivery of the products, in accordance with the contract.

Termination | This agreement terminates upon the fulfilment of obligations by both parties. Either party may terminate the agreement in the event of force majeure that prevents the achievement of the contractual objectives. In addition, either party shall have the right to terminate the agreement if the other party breaches the applicable terms of the agreement.

Suppliers

Our suppliers mainly include raw material suppliers and contract manufacturers in China. During the track record period and up to the Latest Practicable Date, we did not experience any material interruption in raw material supply or breach of agreements with suppliers, except for adjustments made to the supply chain following the introduction of the BIS List. For details regarding the BIS List, please refer to "– Applicable U.S. Laws and Regulations." We generally enter into agreements with raw material suppliers on an annual basis. The principal terms of the agreements entered into by us with raw material suppliers are set out below.

Term | Typically one year, with an option to renew.

Payment and Credit Period | We are generally required to make payment in instalments, with the first payment to be made within 30 days after the signing of the agreement.

Termination | The agreement terminates upon the fulfilment of obligations by both parties. Either party may terminate the agreement in the event of a force majeure event that prevents the achievement of the contractual objectives. In addition, we are entitled to terminate the agreement by giving 30 days' prior written notice to the supplier.

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Warranty Period | We are entitled to after-sales services within the warranty period specified in the purchase agreement (typically three years). After-sales services provided by our suppliers mainly include online and offline services, as well as technical support, regular inspections, upgrades, commissioning, product maintenance and replacement.

IP Rights | Suppliers retain all intellectual property rights in the products, software or other technical materials provided to us.

Product Returns | We are entitled to return any products that do not meet the applicable standards specified in the agreement. In addition, during the warranty period, we are entitled to request the return or exchange of products due to product quality issues.

We do not independently manufacture GPGPU products but engage third-party contract manufacturers. Our suppliers are responsible for manufacturing our GPGPU products and procuring the raw materials used in the manufacturing process, while we concentrate our resources on chip design. We work closely with manufacturers throughout this process to ensure product quality.

Purchases from contract manufacturers are conducted on a cash-on-delivery basis together with a fixed prepayment, and we are generally granted a credit period of 30 days after delivery of goods. Our contract manufacturers must meet the quality requirements specified by us and bear liability for product defects. The principal contractual terms with our chip manufacturing and packaging suppliers include: (i) Scope of services: the supplier manufactures chips for us based on our chip design files, provides chip testing based on the testing standards provided by us, and provides packaging services based on our requirements; (ii) Pricing and payment: pricing is calculated based on the unit price agreed upon by both parties and settled pursuant to effective orders or on a monthly basis; (iii) Quality control: the supplier shall comply with the technical parameters and specifications for packaging services, and the supplier shall use its reasonable efforts to ensure service quality. The supplier shall compensate us for failure to achieve the yield rate stipulated in the contract; (iv) Export controls: both parties generally undertake to comply with applicable export control laws and regulations; and (v) Term and termination: the contract term is generally three years. Either party may unilaterally terminate the contract under certain circumstances (such as breach of contract).

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During the track record period, the total purchases made by us from our five largest suppliers for each year/period amounted to RMB361.0 million, RMB286.3 million, RMB298.8 million and RMB566.2 million, respectively, representing 56.1%, 56.4%, 58.9% and 64.1% of our total purchases, respectively. During the track record period, the purchases made by us from our largest supplier for each year/period amounted to RMB129.0 million, RMB99.4 million, RMB162.5 million and RMB308.1 million, respectively, representing 20.0%, 19.6%, 32.0% and 34.9% of our total purchases, respectively.

The following table sets out details of our five largest suppliers during the track record period.

For the Year Ended 31 December 2022

| Rank | Supplier | Principal Products/Services Category Provided | Background | Year Business Relationship Commenced | Purchase Amount (RMB'000) | % of Total Purchases | |------|----------|-----------------------------------------------|------------|--------------------------------------|---------------------------|----------------------| | 1 | Supplier A | Raw materials and design services | An ASIC design company specialising in high-performance computing (HPC) equipment | 2020 | 128,961 | 20.0% | | 2 | Supplier B | Employee housing | A company engaged in the development, construction, operation and management of public rental housing | 2021 | 99,918 | 15.5% | | 3 | Supplier C | IP cores | A company engaged in integrated circuit chip design and services | 2022 | 49,761 | 7.7% | | 4 | Supplier D | Raw materials | A company engaged in the supply of electronic components | 2022 | 44,869 | 7.0% | | 5 | Supplier E | EDA tools and IP cores | A company engaged in computer technology development | 2020 | 37,520 | 5.8% |

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For the Year Ended 31 December 2023

| Rank | Supplier | Principal Products/Services Category Provided | Background | Year Business Relationship Commenced | Purchase Amount (RMB'000) | % of Total Purchases | |------|----------|-----------------------------------------------|------------|--------------------------------------|---------------------------|----------------------| | 1 | Supplier A | Raw materials and design services | An ASIC design company specialising in high-performance computing (HPC) equipment | 2020 | 99,434 | 19.6% | | 2 | Supplier F | Office space | A company engaged in tourism development project planning and consultancy | 2023 | 93,309 | 18.4% | | 3 | Supplier D | Raw materials | A company engaged in the supply of electronic components | 2022 | 41,695 | 8.2% | | 4 | Supplier G | Raw materials and processing services | A company engaged in engineering and manufacturing digital product solutions | 2021 | 26,220 | 5.2% | | 5 | Supplier H | Equipment, servers and equipment-related services | A company engaged in computer technology development | 2022 | 25,640 | 5.1% |

For the Year Ended 31 December 2024

| Rank | Supplier | Principal Products/Services Category Provided | Background | Year Business Relationship Commenced | Purchase Amount (RMB'000) | % of Total Purchases | |------|----------|-----------------------------------------------|------------|--------------------------------------|---------------------------|----------------------| | 1 | Supplier I | Contract production and services | A company engaged in providing technology services | 2024 | 162,534 | 32.0% | | 2 | Supplier J | Design and development services | A company engaged in providing software and information technology services | 2024 | 44,860 | 8.8% | | 3 | Supplier H | Equipment, servers and equipment-related services | A company engaged in computer technology development | 2022 | 33,132 | 6.5% | | 4 | Supplier B | Office space | A company engaged in the development, construction, operation and management of public rental housing | 2021 | 30,130 | 5.9% | | 5 | Supplier K | Raw materials | A company engaged in computer technology development | 2024 | 28,148 | 5.5% |

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For the Six Months Ended 30 June 2025

| Rank | Supplier | Principal Products/Services Category Provided | Background | Year Business Relationship Commenced | Purchase Amount (RMB'000) | % of Total Purchases | |------|----------|-----------------------------------------------|------------|--------------------------------------|---------------------------|----------------------| | 1 | Supplier K | Raw materials | A company engaged in computer technology development | 2024 | 308,086 | 34.9% | | 2 | Supplier I | Contract production and services | A company engaged in providing technology services | 2024 | 132,386 | 15.0% | | 3 | Supplier L | Raw materials | A company engaged in providing hardware, software and information technology services | 2025 | 48,170 | 5.5% | | 4 | Supplier J | Design and development services | A company engaged in providing software and information technology services | 2024 | 39,031 | 4.4% | | 5 | Supplier M | Raw materials, design and development services | A company engaged in software development and providing technology services | 2024 | 38,535 | 4.4% |

As at the Latest Practicable Date, none of the Directors, their associates or, to the knowledge of the Directors, any shareholders holding 5% or more of our share capital

Share Capital

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no other shareholder holding any issued share capital having any interest in any of our five largest suppliers. Our five largest suppliers (including their shareholders, directors, senior management or any of their respective associates) did not have any past or existing relationship (including but not limited to family, employment, trust, financing or other relationships) with us, our subsidiaries, our shareholders, directors, senior management or any of their respective associates.

Supplier/Customer Overlap During the track record period, Supplier J and Supplier K were also our customers. We primarily provided intelligent computing solutions to Supplier J and Supplier K, while we purchased design and development services from Supplier J and raw materials from Supplier K. In 2022, 2023 and 2024 and the six months ended 30 June 2025, (i) our purchases from Supplier J amounted to nil, nil, RMB44.9 million and RMB39.0 million, respectively, representing nil, nil, 8.8% and 4.4% of our total purchases for the same periods, respectively; and (ii) our purchases from Supplier K amounted to nil, nil, RMB28.1 million and RMB308.1 million, respectively, representing nil, nil, 5.5% and 34.9% of our total purchases for the same periods, respectively. Revenue from Supplier J amounted to nil, RMB2.5 million, nil and nil, respectively, representing nil, 4.0%, nil and nil of our total revenue for the same periods, respectively. In 2022, 2023 and 2024 and the six months ended 30 June 2025, revenue from Supplier K accounted for nil, nil, not more than 0.5% and nil of our total revenue, respectively. The gross profit margin on sales to Supplier J in 2023 was 55%, which was relatively lower than the overall gross profit margin for 2023. Our higher overall gross profit margin in 2023 was primarily attributable to certain transactions involving high-margin software components due to specific customer requirements. The gross profit margin on sales to Supplier K in 2024 was 45%, which was relatively lower than the overall gross profit margin for 2024, primarily because the relevant transactions mainly involved hardware components with relatively lower gross profit margins due to specific customer requirements.

Our sales to and purchases from the above supplier-customers were not conditional upon each other and were conducted in the ordinary course of business on normal commercial terms and on an arm's length basis.

Data Security In the course of our business, we may collect, process and store various types of data relating to our corporate customers and corporate suppliers. We only process such personal information to the extent necessary for providing the relevant services to customers and/or procuring the relevant materials and services from suppliers, such as the personal information of contact persons/authorized employees of corporate customers and corporate suppliers. We only collect limited contact personal data from corporate customers and suppliers, and we have obtained the necessary consent from the contact persons/employees of customers and suppliers for the collection of personal data. Specifically, we have required customers and suppliers to ensure that the relevant consent is obtained with explicit disclosure of the data collection and purposes in the privacy policy, and that personal data of contact persons/employees is voluntarily provided by customers and suppliers (or the contact persons/employees themselves) on an informed basis, which should constitute valid consent. The reason for collecting such personal data is to maintain business communication with customers and suppliers for the purposes of contracting, product delivery, after-sales services and other day-to-day business dealings. Such data is stored in China and does not involve cross-border transfer. In addition, we only provide the business contact details of dedicated personnel (as contact persons) to customers, suppliers and partners for customer relationship management and business liaison in the ordinary course of business. Such provision of data is limited to the minimum necessary scope. Save as disclosed above, we do not share any personal data with third parties. We collect, store and use employees' personal information (such as name, identity card number, mobile phone number, address, bank account, etc.) solely for human resources management purposes. We will provide employees with a privacy notice that clearly sets out the relevant processing activities and obtains employees' consent. During the track record period and up to the Latest Practicable Date, all data of the Company (including personal data and operational data) was stored within China and did not involve cross-border transfer, except that employees of the Company's Hong Kong office are permitted to access such data to the minimum extent necessary for internal collaboration and work purposes, as well as for human resources management purposes.

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Data security and protection is our primary concern. In this regard, we have established stringent data protection and information security policies to ensure strict compliance with applicable laws, regulations and prevailing industry practices. Such internal policies primarily include: (i) a cybersecurity management policy, which sets out guidelines for the daily management and security maintenance of network systems to be implemented by our IT department's network administrators and security administrators; (ii) a terminal information security policy, which sets out guidelines for information security protection relating to the Company's information resources and digital assets to be implemented by our employees and relevant third parties; (iii) an information transmission management policy, which sets out guidelines for information transmission via our email domain to be implemented by our employees and relevant third parties with access to our email domain; (iv) a data centre and equipment security management policy, which sets out security guidelines for our data centre and related equipment to prevent any unauthorized access to our data centre and private equipment as well as any information leakage in our daily operations; and (v) a security management policy for our equipment and storage media, which sets out guidelines governing the use and maintenance of equipment and storage media to ensure the normal operation and property security of our digital assets and to prevent any interruption of business activities.

Specifically, with respect to data storage and transmission, we encrypt sensitive commercial data and protect it with strict role-based access controls. We store primary business data in designated systems, completely isolated from external networks. We perform regular backups of business data and implement remote disaster recovery backups for primary business data. We encrypt all critical business data transmissions to ensure security. In addition, we implement appropriate network and information protection measures to safeguard data, including cloud-based web application firewalls, security information and event management systems, anti-malware/endpoint protection, regular cybersecurity training and penetration testing, as well as continuous vulnerability scanning and remediation.

We have established an information security committee, the members of which include heads of various departments such as information technology and human resources. The committee is responsible for formulating data and information security strategies and making decisions on significant data and information incidents. We also regularly distribute our data protection and information security policies to all employees and conduct refresher training sessions from time to time to ensure strict internal compliance with such policies.

During the track record period and up to the Latest Practicable Date, (i) we have not experienced any material information leakage or data loss incidents, and we have complied in all material respects with regulatory requirements relating to data security; and (ii) we have not been subject to any material fines or administrative penalties imposed by any government authority for violation of data security laws and regulations. Looking ahead, we will closely monitor legislative and regulatory developments relating to cybersecurity and data protection and will appropriately adjust and enhance our

Risk Factors

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Data Protection Policies and Measures. For details of risks related to data security, please refer to "Risk Factors — Risks Relating to Our Business and Industry — Vulnerabilities in product, system security and data protection as well as cyberattacks may disrupt our operations, reduce our expected revenue and increase our expenses, which may adversely affect our operating results and harm our reputation." As advised by our PRC legal advisors, during the Track Record Period and up to the Latest Practicable Date, we have complied with the applicable laws and regulations in all material respects in relation to data privacy and security, cybersecurity and personal data protection.

In light of (i) we have established a comprehensive cybersecurity and data protection framework covering organizational management measures and technical security measures. Specifically, we have established an Information Security Committee to oversee all cybersecurity matters and have formulated internal policies governing information security; (ii) we have deployed necessary technical safeguards, including cloud-based web application firewalls and anti-virus systems, to protect data security; and (iii) during the Track Record Period and up to the Latest Practicable Date, we have not experienced any data security incidents, and having reviewed the existing measures, the Directors consider that the current data protection and cybersecurity arrangements are sufficient to ensure data privacy and security.

Logistics and Inventory Management

Logistics

We engage third-party logistics service providers to deliver our hardware products to locations designated by our customers. Our transportation arrangements with third-party logistics service providers enable us to maintain a low capital investment in developing and maintaining an in-house logistics system.

During the Track Record Period and up to the Latest Practicable Date, there were no material disruptions in the delivery of our hardware products, and we did not suffer any losses due to delayed delivery or improper handling of hardware products by logistics service providers.

Inventory Management

Our inventories mainly consist of raw materials, work-in-progress and finished goods. As we began generating revenue from our Specified Technology Products in 2023, our inventories were RMB39.3 million, RMB173.5 million, RMB152.9 million and RMB599.8 million as of December 31, 2022, December 31, 2023, December 31, 2024 and June 30, 2025, respectively. We regularly review our inventories to maintain inventory levels sufficient to fulfill customer orders. We also actively assess changes in market conditions and pre-stock key raw materials to address potential supply shortages. Our supply chain management team regularly reviews and manages inventories and takes necessary measures when needed to minimize the risk of obsolete inventory.

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Quality Control

We are committed to maintaining the highest quality standards for our solutions. We implement a comprehensive quality control system and place great emphasis on quality. We also have a dedicated quality control team to manage and monitor the quality of our solutions. As of June 30, 2025, our quality control team had more than ten members.

We have formulated comprehensive policies and detailed procedures to ensure the quality of components and raw materials we procure from suppliers. When selecting and evaluating suppliers, we conduct due diligence and consider multiple factors, including but not limited to suppliers' qualifications, reputation, credentials, experience, service or supply capacity, and pricing. We inspect and conduct relevant tests on the supplies we procure to ensure they are in good condition and fully functional prior to acceptance.

Although we do not engage in GPGPU product manufacturing, we strive to ensure quality control through careful selection of suppliers, proactive review of production processes, and testing of products manufactured by manufacturers. We have implemented strict quality control measures throughout the production process, including post-production inspection, on-site special inspections and final quality control, to ensure quality. We require manufacturers to strictly comply with all applicable laws, regulations and industry standards.

Our customer service department is responsible for communicating with customers regarding quality issues. We do not accept returns other than for defective products. After our products are sold to consumers, we accept exchanges and returns of defective products within 2 to 4 weeks after product delivery pursuant to contracts. During the Track Record Period and up to the Latest Practicable Date, there were no material complaints or product recalls, returns, failures or defects.

Competition

The Chinese intelligent computing chip market is highly concentrated among leading participants. In 2024, the top two participants collectively accounted for 94.4% of the market share. The remaining market is relatively fragmented, with no major participant holding more than 1.0% of market share, which provides any single participant with the opportunity to scale up and distinguish itself in future competition. The table below sets out the rankings of the Chinese intelligent computing chip market by revenue generated in 2024 based on information from Frost & Sullivan.

| Ranking | Company | Primary Type of Intelligent Computing Chip | 2024 Market Share (by Revenue) (%) | |---------|---------|---------------------------------------------|--------------------------------------| | 1 | Company A | GPGPU | 76.2% | | 2 | Company B | ASIC | 18.2% |

Source: Annual reports of listed companies, Frost & Sullivan

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Notes:

a. Company A is a GPU company headquartered in the United States, founded in 1993. It is a company listed on NASDAQ.

b. Company B is a semiconductor and equipment design company headquartered in China, founded in 2004. The company is a subsidiary of an ICT infrastructure construction and intelligent devices company. It is a non-listed company.

Our Specified Technology Products were commercially launched in August 2022 and are expected to compete with other major intelligent computing chip providers. With our powerful and cost-effective computing solutions, we believe we are well-positioned to capture the significant market opportunity. According to Frost & Sullivan, the Chinese intelligent computing chip market is expected to reach USD 50.4 billion in 2025, and we expect to achieve a market share of approximately 0.2% in 2025. For further details, please refer to "Industry Overview — Competitive Landscape of the Chinese Intelligent Computing Chip Industry."

Awards and Achievements

The Company has continuously invested in its own research and development capabilities and has consequently received industry recognition from a number of Chinese government authorities. The following are the major awards and achievements of the Company during the Track Record Period / up to the Latest Practicable Date.

| Award / Recognition | Year of Award | Awarding Body / Authority | |---------------------|---------------|---------------------------| | World Artificial Intelligence Conference SAIL Award | 2022 | World Artificial Intelligence Conference | | Shanghai Municipal Enterprise Patent Work Pilot Unit | 2023 | Shanghai Intellectual Property Office | | 2023 Best Workplaces in Asia™ | 2023 | Great Place To Work | | National Intellectual Property Advantage Enterprise | 2023 | China National Intellectual Property Administration | | National-level "Little Giant" Enterprise (Specialized, Refined, Distinctive and Innovative) | 2023 | Ministry of Industry and Information Technology |

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| Award / Recognition | Year of Award | Awarding Body / Authority | |---------------------|---------------|---------------------------| | National-level Key "Little Giant" Enterprise (Specialized, Refined, Distinctive and Innovative) | 2024 | Ministry of Industry and Information Technology | | Annual Best Solution Award at the Semiconductor Investment Annual Conference and IC Fengyun List | 2024 | China Semiconductor Investment Alliance | | "Artificial Intelligence" Demonstration Case for New Quality Productive Forces Industrial Practice | 2025 | Global Times | | Excellent Typical Case of "Landmark Products" for Future Industry Innovative Development — "Domestic GPU Intelligent Computing Cluster Solution with Software-Hardware Integration and Heterogeneous Collaboration" | 2025 | Ministry of Industry and Information Technology | | Golden Bull Science and Innovation Enterprise Award | 2025 | China Securities Journal | | World Artificial Intelligence Conference SAIL Award | 2025 | World Artificial Intelligence Conference | | Super Energy Award at the Global Future Industry Star Competition | 2025 | Science and Innovation Conference |

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Intellectual Property

Intellectual property is the foundation of our business operations and future commercial results. In this regard, we rely primarily on patents, copyrights, integrated circuit layout designs, trademarks, domain names, trade secrets and other proprietary rights protection laws as well as contractual provisions in China and other jurisdictions in which we operate to protect our intellectual property.

As of the Latest Practicable Date, we have 613 patents, 40 copyrights and 16 integrated circuit layout designs in China and overseas, and are in the process of applying for 972 patents in China and overseas, which primarily relate to our next-generation technologies and products, such as BR20X. In addition, as of the same date, we have registered 144 trademarks and 8 domain names that we consider to be or potentially be of material significance to our business. If we are unable to obtain and maintain patent and other intellectual property protection for our technologies, our business, financial condition, operating results and prospects may be materially adversely affected.

Risk Factors

▶

Translation of Chinese IPO Prospectus Text (Chunk 1/2)

harm. For details, please refer to "Risk Factors — Risks Relating to Our Intellectual Property — If we are unable to obtain and maintain patent and other intellectual property protection for our technology or products, or if the scope of such intellectual property protection obtained is not sufficiently broad, third parties may develop and commercialize products and technologies similar or identical to ours and compete directly with us, and our ability to successfully commercialize any products or technology may be adversely affected."

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| No. | Patent / Software Copyright | Registration No. | Status | Term | Self-developed or Licensed-in | Key Technology Involved | |---|---|---|---|---|---|---| | 61 | Biren SUPA Programming Framework Software | 2020SR1579133 | Registered | June 30, 2070 | Self-developed | Software Technology — Programming Model | | 62 | Biren Computation Graph Intelligent Scheduling and Optimization Software V1.0 | 2022SR1446355 | Registered | April 11, 2072 | Self-developed | Software Technology — Graph-Level Optimization | | 63 | Biren ML Compiler Operator Optimization Graph Structure Expression | 2020SR1579135 | Registered | September 23, 2070 | Self-developed | Software Technology — Graph-Level Optimization | | [64] | [continued] | 2022SR1145950 | Registered | January 31, 2071 | Self-developed | |

Software Technology –

System V1.0

64 Biren Vector Engine High-Performance Assembly Code Generation Software V1.0

65 Biren TCore High-Performance Assembly Code Generation Software

Machine Learning Library 2022SR1145940

Registered

January 31, 2071

Independently Developed

Software Technology – Machine Learning Library V1.0

The term of individual patents may vary depending on the jurisdiction in which the patent is granted. In China and most other jurisdictions where we have filed patent applications, the term of an issued invention patent is generally 20 years from the date of the earliest non-provisional patent application filed in the applicable jurisdiction. The actual protection afforded by a patent varies depending on each claim and jurisdiction and depends on a number of factors, including the type of patent, its scope of coverage, any patent term extensions or adjustments available, the legal remedies available in a particular jurisdiction, and the validity and enforceability of the patent.

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We cannot guarantee that any of our pending patent applications or any related patent applications that may be filed in the future will be granted, nor can we guarantee that any of our owned or licensed granted patents, or any related patents that may be granted in the future, will be commercially meaningful in protecting our solutions.

We have established a comprehensive and rigorous intellectual property and trade secret protection system to fully safeguard our core technologies and solutions. Intellectual property applications are the primary means of technology protection. We have implemented a patent review mechanism to obtain intellectual property rights in a timely manner. This strategy builds technological barriers that effectively prevent competitors from copying or imitating our innovations.

In addition, confidentiality is essential to the protection of our trade secrets and technically confidential information. We seek to protect our proprietary technologies and processes in part by entering into confidentiality agreements with consultants, advisors, and contractors. We have entered into agreements containing confidentiality and non-competition clauses with members of our senior management and certain key members of our research and development team, as well as other employees who have access to our business's trade secrets or confidential information. The standard employment contracts we use when hiring employees contain an assignment clause, pursuant to which we own all rights to all inventions, technologies, proprietary know-how, and trade secrets generated by the employee in the course of their work. In addition, we regularly conduct confidentiality training to strengthen employees' awareness of and ability to protect proprietary information.

We also maintain the physical security of our premises and the physical and electronic security of our information technology systems, and endeavor to protect the integrity and confidentiality of our data and trade secrets. We have implemented and maintained additional confidentiality measures, such as establishing a hierarchical access control system, physical and network isolation, applying document watermarking and operational log tracking, and restricting the dissemination of sensitive information.

We also hold multiple registered trademarks and have pending trademark applications. As of the Latest Practicable Date, we have registered our company's trademarks and corporate logo in China and other jurisdictions, and are seeking trademark protection for our company name and corporate logo in other jurisdictions (as applicable).

Business

▶

For details of important intellectual property, please refer to "Appendix V – Statutory and General Information – Further Information on the Business of our Company – Intellectual Property."

Our BIRENSUPA supports open-source deep learning frameworks, and we use open-source software in some of our solutions. We expect to continue using open-source software in our business operations in the future. We utilize open-source software solely as development tools or to improve research and development efficiency and quality. The use of open-source components is subject to rigorous review by our internal Open Source Committee. In addition, we conduct regular open-source compliance scanning and management. Accordingly, the use of open-source software does not impair our ownership of independently developed intellectual property.

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The Directors confirm that, during the Track Record Period and up to the Latest Practicable Date, there were no incidents of infringement of third-party intellectual property rights by us.

Employees

As of June 30, 2025, we had a total of 792 employees. The vast majority of our employees are based in China. The following table sets out a breakdown of our employees by function as of June 30, 2025.

| Function | Number | Percentage of Total | |---|---|---| | Research and Development | 657 | 83.0% | | Sales and Marketing | 32 | 4.3% | | Management and Administration | 103 | 13.0% | | Total | 792 | 100.0% |

Our success depends on our ability to attract, retain and motivate qualified personnel, and we believe that our high-quality talent pool is one of the core strengths of our Company. We adopt high standards and rigorous procedures in our recruitment process, including campus recruitment, online recruitment, internal referrals and headhunting, in order to meet our needs for different types of talent. We believe that we offer our employees competitive remuneration, comprehensive professional training, an excellent working environment and employee care, as well as opportunities for advancement. As a result, we believe we are able to attract and retain qualified employees, key management personnel and technical staff to maintain a dynamic team.

In addition, we place great emphasis on providing training to our employees to enhance their professional skills. We provide induction training to all new employees, and offer targeted training to employees in different positions across different departments. Our employees are also encouraged to learn from each other and improve their skills through mutual exchange.

In accordance with applicable PRC laws and regulations, we participate in various employee social security schemes organized by local provincial and municipal governments, including pension insurance, maternity insurance, unemployment insurance, work-related injury insurance, medical insurance and housing provident fund. Under PRC laws and regulations, we are required to contribute to the employee social security schemes at specified percentages of employees' salaries, bonuses and certain allowances, subject to caps prescribed by local governments from time to time.

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During the Track Record Period and up to the Latest Practicable Date, we did not make social insurance contributions for certain foreign employees and employees holding Hong Kong and Taiwan residency in accordance with the relevant PRC laws and regulations. As of December 31, 2022, 2023 and 2024, and June 30, 2025, we recorded provisions of RMB2.7 million, RMB5.2 million, RMB6.2 million and RMB5.0 million, respectively, in respect of such shortfalls. Under the relevant PRC laws and regulations, the relevant PRC authorities may require employers who have failed to fulfill the above obligations to pay the outstanding social insurance contributions within a prescribed period, and may impose a late payment surcharge at a rate of 0.05% of the outstanding amount for each day of overdue payment. If the employer still fails to make the relevant payments, a fine of between one and three times the outstanding amount may be imposed. If required by the relevant authorities, we undertake to pay or settle any shortfall in full within the prescribed period. As of the Latest Practicable Date, the relevant regulatory authorities have not taken any administrative action or imposed any penalty in connection with our social insurance contributions, and we have not received any order requiring us to make up any outstanding amounts. Furthermore, as of the Latest Practicable Date, we are not aware of any complaints raised by the relevant employees regarding our social insurance practices.

We enter into standard contracts and agreements with key management personnel and technical staff covering confidentiality, intellectual property, employment, business ethics and non-competition. Such contracts generally include non-competition clauses effective for up to two years during and after their employment with us, as well as confidentiality clauses effective during and after their employment with us.

We believe that we maintain good working relationships with our employees, and during the Track Record Period and up to the Latest Practicable Date, we have not encountered any material labor disputes or any difficulties in recruiting qualified employees for our operations. Our employees are currently not represented by any trade union.

Insurance

In accordance with the commercial practices of the industry in which we operate, we believe our insurance coverage is adequate to protect our business operations in China. Our employee-related insurance includes pension insurance, maternity insurance, unemployment insurance, work-related injury insurance and medical insurance. We have also purchased patent liability insurance, trademark insurance and property insurance for certain of our fixtures, furniture and machinery and equipment. Consistent with general market practice, as of the Latest Practicable Date, we have not taken out key person insurance, which is not required under PRC laws and regulations. We believe that our insurance policies are, in all material respects, in compliance with PRC

Risk Factors

▶

Relevant rules and regulations. For details, please refer to "Risk Factors – Risks Relating to Our Business and Industry – Our limited insurance coverage may expose us to substantial costs and business interruptions."

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Environmental, Social and Governance

Overview

We are committed to promoting corporate social responsibility and sustainable development, and integrating them into the key aspects of our business operations.

Corporate social responsibility is a component of our culture "R.E.C.I.P.E.", which stands for Responsibility, Excellence, Collaboration, Innovation, Pragmatism, and Empowerment.

As a responsible corporate citizen, we consistently place sustainable development at a strategic level, actively fulfil our social responsibilities, continuously improve our corporate responsibility framework, manage our supply chain in a sustainable manner and protect the interests of our stakeholders. We have obtained Environmental Management System certification (ISO 14001), Quality Management System certification (ISO 9001), and Occupational Health and Safety Management System certification (ISO 45001).

ESG Governance

We attach great importance to the effective conduct of ESG work, continuously improve our ESG governance framework, and actively promote the integration of ESG principles into our operations. The Board of Directors, as the highest supervisory body for ESG matters, is responsible for the oversight and management of ESG-related risks and opportunities, and supervises the formulation of ESG-related strategies and policies, regularly reviews material ESG-related matters, and appropriately considers the impact of material ESG-related risks or opportunities in decision-making on material transactions or strategies, ensuring that ESG matters receive sufficient attention and are effectively advanced. To ensure the effective implementation of ESG matters, we have established an ESG Working Group responsible for the on-the-ground implementation of specific ESG work, coordinating the collection, integration, analysis, and monitoring of ESG performance data across departments, continuously tracking industry ESG developments and emerging trends, and driving improvements in the effectiveness of ESG work.

The Board of Directors has consistently regarded the building of a compliance culture as an important component of the Company's sustainable development, deeply integrating the concept of compliance into our development strategy and governance framework. Relying on the core powers conferred by the Company's articles of association and rules of procedure, and through the exercise of powers such as system review and approval authority and matter management and supervision authority, the Board drives the implementation of multiple compliance initiatives, including ESG compliance, and effectively reduces day-to-day operational risks.

At the same time, we place great emphasis on the regular conduct of compliance training, carrying out at least one company-wide compliance training session per year, with a focus on enhancing the compliance awareness and professional competence of all employees and promoting compliance culture building.

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We have formulated an Environmental, Social and Governance Responsibility Policy, which sets out our specific commitments and requirements regarding various material ESG topics, and provides specific guidance for implementing ESG management in day-to-day operations.

We actively practise the concept of sustainable development, referencing the Responsible Business Alliance Code of Conduct, integrating ESG management into the Company's daily operations, promoting high-quality sustainable development of the Company, and safeguarding the interests of stakeholders including investors, customers, and employees.

Board Diversity

We regard diversity at the Board level as a key element in supporting the Company's strategic objectives and sustainable development, and have adopted a Board diversity policy. We have taken into account a number of factors when determining the composition of Board members, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments are made on a merit basis, with due regard to the benefits of diversity on the Board when considering candidates. Our Board currently comprises 1 female director and 8 male directors.

BUSINESS

emissions of suppliers and throughout the supply chain to identify emissions reduction potential. These efforts ensure that greenhouse gas emissions are effectively controlled and progressively reduced in tandem with business growth, fully driving the Company's transition towards a low-carbon, green operating model and contributing to addressing global climate change.

In 2022, 2023, 2024, and the first half of 2025, the greenhouse gas emissions data of the Company was as follows:

| Indicator | Unit | 2022 | 2023 | 2024 | First Half of 2025 | |---|---|---|---|---|---| | Greenhouse Gas Emissions (Scope 1 and Scope 2) | Tonnes of CO₂ equivalent | 1,892.57 | 2,511.25 | 2,900.32 | 1,645.80 | | Scope 1 | Tonnes of CO₂ equivalent | — ¹ | 17.22 | 15.04 | 10.69 | | Scope 2 | Tonnes of CO₂ equivalent | 1,892.57 | 2,494.03 | 2,885.27 | 1,635.11 | | Scope 3 – Employee Business Travel ² | Tonnes of CO₂ equivalent | 176.40 | 434.52 | 646.67 | 283.40 |

¹ Data for that year is not available.

² Scope 3 employee business travel data covers air travel only.

We have identified certain climate-related risks that may affect the Company's operations. Our business is highly dependent on a reliable supply of energy, and extreme weather events, such as heavy rainfall and flooding, may affect energy supply or equipment operation, thereby causing interruptions to data processing and storage. High-temperature weather may give rise to risks of increased energy consumption and equipment failure, affecting computing efficiency and data security. In addition, as global attention to carbon emissions continues to increase, the introduction of laws and regulations such as carbon taxes, fuel taxes or energy taxes, and pollution restrictions may lead to increased direct costs, thereby affecting our business and operating results. Through measures such as adopting GPU products with energy-efficient designs and operating methods, conducting regular inspections and maintenance of operating facilities, carrying out carbon emissions accounting and monitoring, and strengthening employee environmental awareness training, we continuously enhance our capacity to respond to climate risks.

Employee Management

We conduct regular assessments of suppliers based on specific requirements. If any non-compliance is identified, we may require the relevant supplier to take corrective actions. If a supplier fails to take corrective actions or the rectification remains non-compliant, we have the right to terminate our business relationship with that supplier.

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At the same time, we have established an appeals and correction procedure. Suppliers may communicate, report, and appeal non-compliant conduct through multiple channels such as a reporting email inbox and a reporting hotline, either under their real name or anonymously, and we will strictly protect whistleblowers.

Social Contributions

We actively fulfill our corporate social responsibilities, dedicated to promoting educational equity and technological development and contributing to the sustainable development of society. We deeply understand that education is the cornerstone of rural revitalization, and we fully support science education in rural primary schools to assist in the long-term development of rural China. Through a strategic cooperation with Fujian Normal University, we launched the "Technology for Public Good" project and established long-term support relationships with dozens of rural primary schools. To date, we have cumulatively donated books, sports equipment, learning materials, and other supplies to 11 schools, with approximately 650 volumes of literature and popular science publications donated. At the same time, we organize tutoring classes, with 45 schools participating in classroom training, stimulating children's love for science through multiple dimensions. We have held the "Biren Open Lecture" at more than ten well-known domestic universities for four consecutive years, with a cumulative total of 26 sessions held, attracting a large number of students and inspiring their enthusiasm for technological innovation, laying a solid foundation for cultivating future technology talent. In addition, we support the cultivation of science and technology talent through donations and project collaborations to promote the development of the integrated circuit industry. We have carried out multiple joint collaborative research projects with well-known Chinese universities including Tsinghua University, Fudan University, and Shanghai Jiao Tong University. We have also established a dedicated scholarship with the Chinese Institute of Electronics to reward outstanding talent and innovation in the integrated circuit industry, committed to playing a positive role in the fields of education and technology and contributing to the well-being and progress of society.

In 2022, 2023, 2024, and the first half of 2025, the relevant data relating to the Company's social contribution efforts is as follows:

| Indicator | Unit | 2022 | 2023 | 2024 | First Half of 2025 | |---|---|---|---|---|---| | Number of participants in social contribution activities | Person-times | 216 | 271 | 163 | 85 | | Duration of social contribution activities | Hours | 306.5 | 366 | 326 | 175 |

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Business Ethics and Anti-Corruption

We have always upheld the principle of integrity in our business operations, strictly comply with relevant laws and regulations, and maintain a "zero tolerance" attitude toward corrupt behavior. We have formulated and strictly adhere to internal management policies including the Anti-Fraud Management Policy and the Employee Gift and Gratuity Submission Management Measures, which regulate the professional conduct of all our employees, strictly prohibiting any form of corruption and bribery, and resolutely eliminating any conduct that harms the Company's interests. We have established an Anti-Fraud and Serious Violations Reporting Center to ensure the timely investigation and verification of violations, and have established a strict reporting confidentiality and protection mechanism to fully safeguard the rights and interests of whistleblowers from harm. Violations that are verified upon investigation will be dealt with seriously and in accordance with the law, with no tolerance.

Employee anti-fraud training is a core component of our integrity culture building. We require new employees to undergo training on anti-fraud, anti-bribery, and information confidentiality, and to sign a compliance statement. At the same time, we regularly conduct relevant training for all employees and strengthen training on fraud risk points and operational procedure details for key positions. We regularly communicate and disseminate our integrity culture to all employees and send integrity reminders, urging everyone to maintain a constant awareness of integrity and self-discipline, uphold the baseline of professional ethics, and jointly maintain the Company's sound operating environment and development order.

In 2022, 2023, 2024, and the first half of 2025, the relevant data relating to business ethics and anti-corruption is as follows:

| Indicator | Unit | 2022 | 2023 | 2024 | First Half of 2025 | |---|---|---|---|---|---| | Number of concluded corruption litigation cases filed against the Company or its employees | Cases | – | – | – | – |

Based on documents reviewed, public information searches conducted, and credit reports obtained from competent authorities, all of which are within our knowledge and confirmed by us after making appropriate enquiries, our PRC legal counsel has not noted any indication that we have violated applicable PRC anti-bribery and anti-corruption laws, nor identified any pending or potential litigation, arbitration, or administrative proceedings arising from violations of such PRC laws during the track record period and up to the Latest Practicable Date that could have a material adverse effect on our financial condition and operating results.

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Properties

Our current principal administrative offices are located in Shanghai, China. As of the Latest Practicable Date, we lease nine properties in China for our business operations, with a total gross floor area of approximately 23,203 square meters. These properties are currently used for our management headquarters, research and development, sales and marketing, general and administrative activities, and after-sales product maintenance. The relevant lease agreements stipulate lease expiry dates ranging from May 2027 to April 2028.

As of September 30, 2025, we own 35 properties in China with a total gross floor area of approximately 16,312 square meters. These properties are used as our office space and employee rental housing, with a gross floor area of approximately 5,751 square meters currently leased out.

As of the Latest Practicable Date, with respect to one of our leased properties, the relevant landlord has not provided us with a valid property ownership certificate evidencing its right to lease the property to us. Due to the absence of a property ownership certificate, we are unable to ascertain whether the landlord has the right to lease the property to us, and if the landlord is not the legal owner, the relevant lease agreement may be deemed invalid. In addition, the actual current use of certain self-owned properties does not conform to the approved use specified in the relevant title certificates. Non-compliance with the planned use of properties may result in land resumption and fines. Furthermore, as of the Latest Practicable Date, the lease agreements for one of our leased properties and 25 of our self-owned properties that we have leased out have not been registered or have not been fully registered. Failure to register such lease agreements with the relevant PRC government authorities does not affect the validity of the lease agreements; however, the relevant PRC government authorities may order us to register the lease agreements within a prescribed time limit. For further details, please refer to

Risk Factors

▶

| Item | Function | How the Item is Used in Our Business Operations | Remediation | |---|---|---|---| | IP | Ancillary IP for certain functional units or modules used in building GPGPU chips | Chip design | Engaged four domestic alternative suppliers and conducted internal development | | EDA Tools | Chip design tools that assist in the definition, planning, design, implementation, verification, sign-off and subsequent manufacturing of semiconductor devices | Chip design | Engaged five domestic alternative suppliers | | Emulators | Use hardware emulators to simulate the functionality of register-transfer level designs and analyze chip performance under different workloads and scenarios | Chip design and verification tools | Engaged two domestic alternative suppliers | | Design Services | Mainly include certain back-end and physical design. Such tasks can be performed internally or outsourced | Support chip design | Engaged six domestic alternative suppliers and performed internally as required by project | | Chip Fabrication and Packaging | Chip fabrication, testing and packaging | Chip fabrication; assembly and packaging | Engaged five domestic alternative suppliers | | Other Manufacturing Materials | Raw materials for IC fabrication, assembly and packaging, such as high-bandwidth components and substrates | Chip fabrication; assembly and packaging | Engaged three domestic alternative suppliers |

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| Item | Function | How the Item is Used in Our Business Operations | Remediation | |---|---|---|---| | Servers | Hardware servers used to run EDA tools to assist in chip design, verification, execution and tape-out sign-off. Also includes servers for developing the full software stack for GPGPU chips. | Chip design; R&D | Engaged four domestic alternative suppliers | | Office Software | Improve work efficiency, facilitate management or reduce costs | Daily operations (not directly involved in product development or R&D processes) | Engaged two domestic alternative suppliers |

As of the Latest Practicable Date, we have identified and entered into agreements with domestic alternative suppliers, or conducted internal R&D, for items required for the development and production of our solutions that were previously procured by Listed Entities and that fall within the scope of the Associations Rule applicable to Controlled Non-Listed Entities, and that are currently or potentially subject to the EAR (including Material Affected Items). Specifically:

• IP – We currently procure ancillary IP related to certain reusable cells or layout design blocks from domestic alternative suppliers. In addition, in 2022, we began internally developing certain other IP that had previously been procured from a U.S. company. Such internally developed IP includes memory management unit ("MMU") IP and phase-locked loop ("PLL") IP. Our independently developed MMU and PLL IP have been deeply customized for specific application scenarios, offering greater flexibility and scalability, enabling us to rapidly adapt to evolving project requirements and reduce time-to-market. The cost impact of switching to internally developed IP is minimal, as the cost of internally developing certain IP is similar to the cost of procuring comparable IP from third parties. In the long term, we will not need to pay recurring license fees and royalties for the use of third-party IP.

o Background of domestic alternative suppliers. The domestic alternative suppliers are Chinese industrial software and design solution providers with registered capital ranging from RMB5 million to more than RMB1 billion, and with approximately 100 to 600 employees.

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o Key contractual terms: (i) Licensed technology/scope of services: the supplier grants a license to use the IP for a fixed term; (ii) Pricing and payment: we pay a portion of the agreed price for the IP upfront, and pay the remaining amount upon receipt of deliverables (where applicable); (iii) Software maintenance and upgrades: during the license period, the supplier is responsible for technical support, maintenance and upgrades; (iv) Copyright: the supplier warrants that the IP was independently developed by the supplier and that the supplier owns the copyright to the IP; and (v) Term and termination: contracts are generally for a fixed term. Either party may unilaterally terminate the contract under certain circumstances (e.g., breach of contract).

• EDA Tools – We currently procure EDA tools from domestic alternative suppliers.

o Background of alternative suppliers. The domestic alternative suppliers are Chinese EDA and service providers with registered capital of more than RMB10 million to more than RMB500 million, and with more than 100 to more than 300 employees.

o Key contractual terms: (i) Scope of services: the supplier grants the right to use EDA tools for a fixed term; (ii) Pricing and payment: payment for EDA tools must be settled within 30 days of our receipt of invoice, or we will pay an advance payment for the agreed price of the EDA tools covering the entire license period; (iii) Software maintenance and upgrades: during the license period, the supplier is responsible for technical support, maintenance and upgrades; (iv) Copyright: the supplier warrants that the EDA tools were independently developed by the supplier and that the supplier owns the copyright to the EDA tools; and (v) Term and termination: contracts are generally for a term of one to three years. Either party may unilaterally terminate the contract under certain circumstances (e.g., breach of contract).

• Emulators – We currently procure emulators from domestic alternative suppliers.

o Background of alternative suppliers. The domestic alternative supplier is a Chinese technology company with registered capital of more than RMB1 billion and approximately 600 employees.

o Key contractual terms: (i) Scope of procurement: we procure certain emulators from the supplier, specifying items, quantities, specifications, etc.; (ii) Pricing and payment: pricing is based on the price agreed by both parties, and payment will be settled within 30 days of our receipt of invoice; (iii) Quality control: products provided by the supplier must comply with applicable national and industry standards and must meet the requirements set out by us in the agreement; (iv) Warranty period: the supplier is responsible for repairing and replacing products during the warranty period. The warranty period for each type of product is specified by the purchase order; (v) Export controls: the supplier warrants compliance with applicable export control laws and regulations; and (vi) Term and termination: unless either party otherwise terminates the contract under certain circumstances (e.g., breach of contract), the contract remains effective upon formal execution.

• Design Services – We currently procure relevant design services from domestic alternative suppliers. In addition, we may perform relevant work internally as required by the project.

o Background of domestic alternative suppliers. The domestic alternative suppliers are chip design service providers located in China, covering services including chip specification definition, logic design and physical design. The registered capital of such suppliers ranges from more than RMB10 million to approximately RMB500 million, with a headcount of more than 200 to more than 500 employees.

o Key contractual terms: (i) Scope of services: the supplier generally provides design, verification, synthesis, physical design and related support in the integrated circuit design process in accordance with our requirements; (ii) Pricing and payment: pricing is calculated based on the agreed staffing resources set out in the contract, and payment is settled by service phase or on a monthly basis; (iii) Quality control: with respect to design services, the supplier shall use its reasonable efforts to ensure service quality and timely delivery; and (iv) Term and termination: contracts are generally for a term of one year. We may unilaterally terminate the contract upon advance notice to the supplier.

• Chip Fabrication and Packaging – We currently procure chip fabrication and packaging services from domestic alternative suppliers.

o Background of domestic alternative suppliers. The domestic alternative suppliers of integrated circuit fabrication, packaging and testing are Chinese foundries and/or providers of chip packaging and independent chip testing services. The registered capital of such suppliers ranges from more than RMB100 million to more than RMB5 billion, with a headcount of more than 500 to more than 20,000 employees.

o Key contractual terms: (i) Scope of services: the supplier fabricates chips for us based on our chip design files, provides chip testing based on the testing standards we provide, and provides packaging services based on our requirements; (ii) Pricing and payment: pricing is based on the unit price agreed by both parties, and payment is settled based on effective orders or on a monthly basis; (iii) Quality control: the supplier shall comply with the technical parameters and specifications for packaging services, and shall use its reasonable efforts to ensure service quality. The supplier shall compensate us for failure to achieve the yield rate stipulated in the contract; (iv) Export controls: the supplier warrants compliance with applicable export control laws and regulations; and (v) Term and termination: contracts are generally for a term of three years. Either party may unilaterally terminate the contract under certain circumstances (e.g., breach of contract).

• Other Manufacturing Materials – We currently procure other manufacturing materials from domestic alternative suppliers.

o Background of domestic alternative suppliers. The domestic alternative suppliers of other manufacturing materials are Chinese semiconductor memory companies and Chinese manufacturers of integrated circuit substrates, high-bandwidth memory, and other printed circuit board materials and components. The registered capital of such suppliers ranges from approximately RMB1 billion to more than RMB2 billion, with a headcount of more than 3,000 to more than 5,000 employees.

o Key contractual terms: (i) Purchase orders: during the contract period, we will place purchase orders specifying the required items, quantities, specifications, etc.; (ii) Pricing and payment: for each order, pricing is based on the unit price agreed by both parties, and payment will be settled within 30 days of our receipt of invoice, or we will pay a portion of the agreed price in the order in advance; (iii) Quality control: products provided by the supplier must comply with applicable national and industry standards and must meet the requirements set out by us in the agreement; (iv) Warranty period: the supplier is responsible for repairing and replacing products during the warranty period. The warranty period for each type of product is specified by the purchase order; (v) Export controls: both parties and/or the supplier warrant compliance with applicable export control laws and regulations; and (vi) Term and termination: contracts are generally for a term of one to five years. We may unilaterally terminate the contract upon 30 days' prior notice to the supplier.

• Servers – We currently procure servers from domestic alternative suppliers.

o Background of domestic alternative suppliers. The domestic alternative suppliers of servers are Chinese companies primarily engaged in the development and/or sale of information and communications technology (ICT) products manufactured by leading ICT companies.

o

Main Contract Terms: (i) Purchase Agreement / Purchase Order: We enter into purchase agreements with suppliers to procure certain servers. We may also enter into framework agreements with suppliers and place purchase orders during the validity period of such framework agreements, specifying items, quantities, specifications, etc.; (ii) Pricing and Payment: For each purchase agreement and pursuant to its terms, we will prepay a portion of the agreed price for the servers and pay the remaining amount upon receipt of the delivered results (if applicable).

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The pricing for each order is calculated based on the unit price agreed upon by both parties and shall be settled within 30 days after we receive the invoice; (iii) Quality Control: Products provided by suppliers must comply with applicable national and industry standards and must meet the requirements specified by us in the agreement; (iv) Warranty Period: During the warranty period, the supplier is responsible for the repair and replacement of products. The warranty period for each type of product is specified in the purchase order; (v) Export Controls: Suppliers undertake to comply with applicable export control laws and regulations; and (vi) Terms and Termination: The term of framework agreements is generally two years. We may unilaterally terminate a framework agreement upon 30 days' prior written notice to the supplier.

In addition, we have received certified declarations from each of the above-mentioned domestic alternative suppliers confirming that their items are not subject to export control regulations and are not affected by the BIS Listing Incident. Unless the Company has first obtained confirmation from the relevant supplier that such items are not subject to export control regulations, we currently only source items of non-U.S. origin and we have not and will not procure any items subject to export control regulations. Going forward, certification declarations from domestic alternative suppliers will include a statement confirming that the items they supply are not affected by the Footnote Rule. As of the Latest Practicable Date, there has been no material adverse change in our relationships with the aforementioned domestic alternative suppliers. We note that, according to information from Frost & Sullivan, prior to the BIS Listing Incident, the technological and operational capabilities of the relevant domestic alternative suppliers of chip manufacturing and packaging services were considered to lag behind those of the previous suppliers. Accordingly, the chip manufacturing costs of domestic alternative suppliers are estimated to be approximately 10% higher than those of the previous suppliers. However, based on our internal assessment, the manufacturing technological capabilities of the domestic alternative suppliers are sufficient to meet our production requirements. With respect to other affected items, we believe that the domestic alternative suppliers can provide items of comparable quality and performance to those subject to export control regulations. For further details, please refer to "– Impact of the BIS Listing Incident on Our Business." As advised by JBK, based on the information provided to them and their review, during the Track Record Period and up to the Latest Practicable Date, we have complied in all material respects with applicable sanctions and export control laws and regulations. In addition, JBK is of the view that the Group's business operations comply with applicable export control laws and regulations, and such operations include commercial transactions in which the Group, as a fabless chip design company, engages and instructs manufacturing facilities to manufacture its GPGPU chips. Having reviewed this analysis and upon advice from the Company's legal counsel, the Company agrees with the conclusions reached by JBK. Based on the due diligence conducted by the Joint Sponsors, the Joint Sponsors have not noted anything that would cause them to disagree with the above view.

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Internal Control Measures

In December 2023, following the BIS Listing Incident, we revised our trade control compliance system and supporting policies to address and mitigate risks related to U.S. export controls. In October 2025, we further revised our policies to address and mitigate risks related to the application of the Footnote Rule, and despite the suspension of that rule, we will maintain these policy changes. These policies were developed or revised with the assistance of external legal counsel in China and the United States. In particular:

(i) Management Commitment and Dedication: Our management team has expressed its full support for our trade control commitments, as evidenced by its participation in developing and approving our comprehensive trade control policies and procedures. They have also committed the necessary resources to establish an Export Control Compliance Committee. The Export Control Compliance Committee is composed of a director and heads of the legal, procurement, sales, and project management office departments, with the director serving as chairperson. The Export Control Compliance Committee participates in high-level strategic decision-making of the Group.

(ii) Risk Assessment: We have implemented a number of internal control measures to address the trade control risks we face, including measures to identify and classify items procured from suppliers that may be subject to U.S. trade control regulations. We use standard language in our contractual agreements with third parties to state that such third parties must comply with trade controls relating to the items or services covered by the agreements. We have further screened each of our existing business partners (including but not limited to customers and suppliers) against U.S.-maintained lists of sanctioned and restricted parties and have confirmed that none of our existing business partners appear on such lists. To the extent applicable, our policy is that, for any items subject to export control regulations or any items that we cannot confirm are not subject to export control regulations, we will take appropriate measures to guard against the risk of such items being procured by or provided to listed entities or regulated non-listed entities.

(iii) Export Licenses: We have taken measures to monitor and will conduct annual reviews of all procured and exported items to determine whether they are subject to export control regulations, and if so, to determine the relevant classification and licensing requirements. In particular, pursuant to our export control and sanctions compliance management system and other written trade control compliance programs, we require all suppliers of each business unit to provide and certify, through different procurement channels, information as to whether the items supplied to us are subject to export control regulations.

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(iv) Record Retention: Pursuant to our export control and sanctions compliance management system and other written trade control compliance programs, we have adopted strict policies regarding the retention, archiving, and other related tasks for records pertaining to trade control compliance. In particular, we require that all records related to export control and sanctions compliance be retained for a minimum of five years.

(v) Training: Pursuant to our export control and sanctions compliance management system, our legal department is required to provide export control and sanctions compliance training to all relevant employees (including senior management) at least once per year and to provide more targeted training to personnel in key positions.

(vi) Audit: Pursuant to our export control and sanctions compliance management system and compliance audit procedures and guidelines, the legal department will conduct at least one annual audit of our trade control compliance program.

(vii) Export Violations and Corrective Actions: Pursuant to our export control and sanctions compliance management system, our legal department is responsible for auditing and evaluating the effectiveness of the export control and sanctions compliance system, analyzing results, identifying the root causes of compliance risks or violations, strengthening process controls, and carrying out continuous improvement and upgrades. Business unit heads are responsible for cooperating with the legal department in its auditing and evaluation activities regarding the effectiveness of the export control and sanctions compliance system and for "implementing corrective actions based on the results of such audits and evaluations."

(viii) Export Control Compliance Manual: As described above, we have adopted a set of written policies and procedures to address export control and sanctions compliance, including global system policies and other policies targeting different departments and business divisions within the Group.

Based on advice provided by our legal counsel JBK on U.S. export control laws, and based on the information provided to them, the BIS Listing Incident will not have a material adverse impact on the Group's business operations or research and development processes, taking into account: (i) as described above, we have identified alternative domestic suppliers to obtain all affected items previously sourced from listed entities and non-listed entities that may be subject to U.S. export controls; (ii) as described above, we believe that the transition to domestic suppliers will not have a material impact on us and that the use of items from domestic alternative suppliers will not materially affect the performance of our products; (iii) the development of BIRENSUPA software does not require items subject to export control regulations; (iv) we expect that the development of our future products will not involve the use of affected items subject to export control regulations, and the sales of our future products should not be affected by the BIS Listing Incident; (v) as of the Latest Practicable Date, none of our investors have withdrawn their investments as a result of the designation of listed entities on the Entity List, nor have they provided us with written notice of their intention to withdraw their investments; (vi) as of the Latest Practicable Date, none of our customers have cancelled or suspended any agreements or orders entered into with us as a result of the Entity List designation, and we have been able to satisfy all customer requirements since the BIS Listing Incident; and (vii) as of the Latest Practicable Date, we are not aware of any litigation, arbitration proceedings, or other legal proceedings arising from or in connection with the designation of listed entities on the Entity List.

Furthermore, JBK is of the view that the trade control compliance measures, which we have properly implemented and operated accordingly, provide us with a reasonable and appropriate internal control framework to identify and mitigate any material risks associated with the listing of listed entities on the BIS Entity List and the application of the Footnote Rule to regulated non-listed entities. As advised by JBK, based on the information provided to them, during the Track Record Period and up to the Latest Practicable Date, these trade control compliance measures demonstrate compliance in all material respects with applicable sanctions and export control laws and regulations. In addition, JBK is of the view that, based on the trade control compliance measures we have described to JBK, our trade control compliance program responds to each of the elements outlined in BIS's "Export Compliance Guidelines: Elements of an Effective Export Compliance Program," which is a guidance document published by BIS intended to inform regulated industries on how to tailor an export compliance program based on a company's own operations and risk profile. Specifically, the guidance document states that companies should conduct a comprehensive assessment of their export compliance program and its implementation at least once per year. According to BIS, "these larger annual audits should include a review of the organization's export procedures as well as a review of selected export transactions and how each business unit handles these transactions under current compliance procedures." BIS characterizes such reviews as "larger annual audits," indicating its recognition that such comprehensive assessments impose a significant regulatory burden and that more frequent assessments are impractical or infeasible for most companies. Furthermore, we closely monitor applicable export control laws and regulations and will make necessary updates to our export compliance program accordingly to ensure compliance. Therefore, based on JBK's experience with market practice in implementing these elements, conducting an annual review of the applicability of export control regulations to the procurement and export of the Company's items is a timely, adequate, and effective internal control measure. In addition, JBK is of the view that the trade control compliance measures we have described to JBK are sufficiently tailored to the relevant risks and, within their scope of implementation, are effective in addressing and mitigating the risk of violations of U.S. export control regulations. The establishment and implementation of a robust trade control compliance program by us will also be beneficial to the Company in future applications to BIS for the removal of listed entities from the Entity List.

Impact of the BIS Listing Incident on Our Business

Since the BIS Listing Incident and up to the Latest Practicable Date, no customers have cancelled or reduced their orders for BR106, BR166, or BR110 products, and the sale of such products should not be affected by the BIS Listing Incident.

With respect to the development of our independently developed software BIRENSUPA, we are able to rely solely on domestically produced servers for code testing and verification, and the development of BIRENSUPA software does not require items subject to export control regulations.

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With respect to the development of next-generation GPGPU products, as we have engaged domestic alternative suppliers for the affected items, we expect that the development of our future products will not involve the use of affected items requiring regulation under export control regulations, and the sales of our future products should not be affected by the BIS Listing Incident.

Our hardware system integration and testing procedures are conducted internally and do not require items subject to export control regulations. Product sales and technical support processes are also conducted internally and do not require items subject to export control regulations.

Furthermore, the use of items supplied by domestic alternative suppliers should not have a material adverse impact on the performance of our solutions, the commercialization of our product line, or our research and development process.

In particular, we note that, according to information from Frost & Sullivan, prior to the BIS Listing Incident, the technological and operational capabilities of the relevant domestic alternative suppliers of chip manufacturing and packaging services were considered to lag behind those of the previous suppliers. Accordingly, the chip manufacturing costs of domestic alternative suppliers are estimated to be approximately 10% higher than those of the previous suppliers; however, we expect the overall costs associated with using domestic alternative suppliers will not have a material adverse impact on our operations. In addition, to enhance the performance of chips manufactured by domestic alternative suppliers, we have adopted a number of internally developed measures, including implementing a more efficient proprietary computing core architecture, adopting a chiplet design approach, and refining harvest strategies. For example, a more efficient computing core architecture can achieve higher frequencies using fewer logic layers. New harvest strategies can improve wafer yield. We believe these measures will enable us to develop solutions that meet customer requirements and compliance standards. With respect to other material affected items, we believe that domestic alternative suppliers can provide items of comparable quality and performance to those subject to export control regulations. During the Track Record Period, we conducted certain research and development activities in the United States in accordance with applicable laws and regulations, which activities were terminated following the BIS Listing. Prior to termination, we had approximately 30 employees located in the United States. As of the Latest Practicable Date, we no longer have any business operations in the United States, and the relevant functions have been assumed by engineers in China, whose responsibilities are entirely consistent with those of the original U.S.-based employees.

Based on the foregoing, the Directors believe that, in accordance with current industry and compliance standards, domestic alternative suppliers of affected items can provide items of comparable quality and performance to those subject to export control regulations. Furthermore, the reliance of non-listed entities on domestic alternative suppliers rather than items subject to export control regulations means that the Footnote Rule will not affect the operations of regulated non-listed entities or the Group as a whole, even after the suspension of such rule takes effect.

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Impact of the BIS Listing Incident on Our Financial Condition

We have incurred certain related costs in transitioning to domestic alternative suppliers for material affected items, primarily in respect of the time and resources invested or to be invested in identifying and evaluating domestic alternative suppliers, as well as minor costs associated with the introduction and adoption of items provided by domestic alternative suppliers. As a result of the BIS Listing, for the year ended December 31, 2023, we recorded certain special impairment losses on assets of RMB108.7 million, including inventories and intangible assets purchased before being listed on the BIS Entity List.

Financial Information

▶

assets as well as property, plant and equipment or prepayments. For details, please refer to "Financial Information – Key Items of Consolidated Statement of Comprehensive Loss – Special Impairment on Certain Assets." However, we believe we have taken appropriate remedial measures to bridge the gap. In the long run, we believe we benefit from the transition to internally developed and domestic alternatives, as they can reduce costs, improve supply chain synergy management, and provide local support and assistance from domestic suppliers. As of the Latest Practicable Date, we have established a resilient supply chain comprising primarily high-quality domestic suppliers.

As of the Latest Practicable Date, none of our investors or existing customers has withdrawn their investment or terminated business dealings with us due to the BIS Listing Incident, or notified us in writing or otherwise of their intention to do so. Following the BIS Listing Incident, we recorded revenue of RMB336.8 million in 2024, an increase of 443.2% from RMB62.0 million in 2023. In addition, to our knowledge, no potential customer has chosen not to engage in business with us due to the BIS Listing Incident. Furthermore, to our knowledge, no litigation or arbitration proceedings or other legal proceedings have arisen from or in connection with the BIS Listing Incident. Therefore, the BIS Listing Incident has not and is not expected to have any material adverse impact on the development and commercialization of our solutions. Once the suspension is lifted, the Affiliated Rules are also not expected to have any material adverse impact on the operations of the Group, as the regulated non-listed entities no longer have, nor plan to, procure items of U.S. origin or other items subject to export control regulations from their suppliers. As advised by JBK, the BIS Listing Incident and the future application of the Affiliated Rules in their current form will not prevent the Group from conducting its existing business, operations, or research and development activities.

Based on the due diligence conducted by the Joint Sponsors and taking into account the views of the Company and JBK as set out above, the Joint Sponsors have not identified any circumstances that would cause them to question the views of the Company or JBK, including the impact of the BIS Listing Incident and the Affiliated Rules on the Group.

Impact of the Outbound Investment Regulations on Our Business

Although investments in the Company are restricted due to the Company's regulated activities falling within the category of prohibited transactions, as advised by JBK, we expect that such restrictions will not have any material adverse impact on the Company's business operations, financial performance, Global Offering, or investment prospects due to certain exceptions under the Outbound Investment Regulations.

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In particular, as advised by JBK, certain transactions are exempt from complying with the prohibition and notification requirements of the Outbound Investment Regulations, including certain investments that: (a) are in any publicly traded securities traded on a securities exchange or through means commonly known as "over-the-counter" trading in any jurisdiction; (b) are in investment companies registered with the U.S. Securities and Exchange Commission, such as index funds, mutual funds, exchange-traded funds, or business development companies; (c) are made as a limited partner or equivalent in a venture capital fund, private equity fund, fund of funds, or other pooled investment fund, where (1) the limited partner's or equivalent's committed capital does not exceed US$2,000,000, or (2) the limited partner or equivalent has received a binding contractual assurance that their capital in the fund will not be used to engage in a transaction that would be a prohibited transaction or a notifiable transaction (as applicable) if engaged in by a U.S. person; or (d) are in derivatives, provided that such derivatives do not afford the right to acquire equity in, any equity-like rights in, or any assets of a covered foreign person. The above exceptions do not apply if the investment affords a U.S. person rights beyond standard minority shareholder protections with respect to the covered foreign person. In addition, the exception relating to investment in publicly traded securities does not apply if the U.S. person acquires shares prior to the shares being listed for public trading. For example, the Treasury has indicated that an acquisition of equity in a covered foreign person that is not yet publicly traded for the purpose of facilitating an initial public offering, such as a purchase intended for market-making or resale of securities in a secondary market (for example, as part of an underwriting arrangement), is considered a covered transaction. Accordingly, the Treasury may treat an acquisition of equity as part of a share subscription as a prohibited transaction. After the shares are publicly traded, U.S. persons are not prohibited from purchasing publicly traded shares, provided that they do not acquire rights beyond standard minority shareholder protections with respect to the Company.

However, to our knowledge, U.S. persons will be prohibited from participating in the purchase of shares in the Offering if such shares have not yet been publicly traded and are purchased from a securities transaction. The Offer Shares may only be offered and sold outside the United States in offshore transactions pursuant to Regulation S under the U.S. Securities Act. For details, please refer to "Structure of the Global Offering."

Persons associated with the Company's initial public offering (including sponsors, underwriters, and legal counsel) should not be subject to the Outbound Investment Regulations, unless they are themselves U.S. persons engaging in covered transactions (for example, acquiring non-publicly traded equity in the Company), or "knowingly directing" non-U.S. persons to engage in covered transactions. A U.S. person "knowingly directs" a transaction when the U.S. person, whether individually or as a member of a group, has the authority to make decisions on behalf of a non-U.S. person, or materially participates in making such decisions, and exercises such authority to direct, order, decide, or approve the transaction. As provided under the Outbound Investment Regulations, "such authoritative control exists when a U.S. person serves as an officer, director, or otherwise in an executive role of the non-U.S. person." However, the Outbound Investment Regulations do not prohibit a U.S. person from facilitating a covered transaction if the U.S. person has no other authority to approve or order any party to engage in the covered transaction.

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For example, a U.S. person acting as a sponsor or underwriter may not purchase or acquire equity in the Company prior to the Company's listing on a public exchange. Such U.S. person may also not approve or direct a non-U.S. person to purchase or acquire equity in the Company prior to the Company's listing on a public exchange. However, provided that the U.S. person acting as a sponsor, underwriter, or legal counsel does not purchase such equity prior to the Company's listing, nor directs such purchase, they will not be prohibited from providing general assistance with, or other advisory services in connection with, the Company's Offering.

Legal Proceedings

During the Track Record Period and up to the Latest Practicable Date, we have not been involved in, nor are we aware of, any pending or threatened legal, arbitration, or administrative proceedings against us that would have a material adverse effect on our business, operating results, financial condition, or reputation.

Licenses, Permits, and Approvals

During the Track Record Period and up to the Latest Practicable Date, we have obtained all material licenses and permits required for our operations, such as business licenses. The following table sets out details of our material licenses and permits.

| No. | Entity | Category | Issuing Authority | Date of Issue | Validity Period | |-----|--------|----------|-------------------|---------------|-----------------| | 1. | Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司) | Business License | Shanghai Municipal Market Supervision Administration | August 14, 2025 | / | | 2. | Beijing Biren Technology Development Co., Ltd. (北京壁仞科技开发有限公司) | Business License | Beijing Chaoyang District Market Supervision Administration | November 19, 2025 | / | | 3. | Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成电路有限公司) | Business License | Hengqin Guangdong-Macao In-Depth Cooperation Zone Business Service Bureau | May 10, 2024 | / | | 4. | Shanghai Aoyan Technology Co., Ltd. (上海遨岩科技有限公司) | Business License | Minhang District Market Supervision Administration | December 8, 2023 | / | | 5. | Guangzhou Biren Semiconductor Technology Co., Ltd. (广州壁仞半导体科技有限公司) | Business License | Huangpu District Market Supervision Administration | November 5, 2025 | / | | 6. | Shanghai Biren Information Technology Co., Ltd. (上海壁仞信息科技有限公司) | Business License | Xuhui District Market Supervision Administration | July 26, 2024 | / |

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| No. | Entity | Category | Issuing Authority | Date of Issue | Validity Period | |-----|--------|----------|-------------------|---------------|-----------------| | 7. | Hangzhou Biren Technology Development Co., Ltd. (杭州壁仞科技开发有限公司) | Business License | Hangzhou High-Tech Zone (Binjiang) Market Supervision Administration | February 24, 2025 | / | | 8. | Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之礫企业发展有限公司) | Business License | China (Shanghai) Pilot Free Trade Zone Lingang Special Area Market Supervision Administration | May 13, 2024 | / | | 9. | Guangzhou Biren Intelligent Technology Co., Ltd. (广州壁仞智能科技有限公司) | Business License | Guangzhou Huangpu District Market Supervision Administration | October 27, 2025 | / | | 10. | Shanghai Biren Semiconductor Technology Co., Ltd. (上海壁仞半导体科技有限公司) | Business License | Minhang District Market Supervision Administration | November 13, 2023 | / | | 11. | Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司) | Administrative Permit Decision | State Administration of Foreign Exchange, Shanghai Branch | 2021 | / | | 12. | Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司) | Registration Receipt for Customs Import and Export Goods Consignee/Consignor | Longwu Customs | July 2, 2023 | December 31, 2099 | | 13. | Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司) | Foreign Trade Operator Registration Form | / | October 9, 2021 | / | | 14. | Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成电路有限公司) | Administrative Permit Decision | State Administration of Foreign Exchange, Zhuhai Central Sub-Branch | June 30, 2021 | / | | 15. | Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成电路有限公司) | Registration Receipt for Customs Import and Export Goods Consignee/Consignor | Xiangzhou Customs | July 30, 2021 | / | | 16. | Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成电路有限公司) | Foreign Trade Operator Registration Form | / | July 23, 2021 | / | | / | / | / | / | July 28, 2021 | / |

The Directors confirm that, during the Track Record Period and up to the Latest Practicable Date, there have been no material unexpected or adverse changes since the date on which the relevant regulatory approvals for our Specialist Technology Products were granted.

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As advised by Frost & Sullivan, there are currently no mandatory industry-specific standards, definitions, classifications, or regulatory approvals applicable to our Specialist Technology Products. However, if necessary and as required by applicable laws, we will continue to monitor relevant laws and obtain any required regulatory approvals for our Specialist Technology Products.

Risk Management and Internal Controls

We have established and currently maintain a risk management and internal control system comprising policies and procedures that we believe are appropriate for our business operations. We are committed to continuously improving these systems. We have adopted and implemented comprehensive risk management policies across multiple aspects of our business operations, such as legal compliance and intellectual property, information technology, human resources, financial reporting, and internal controls. The Board is responsible for establishing and updating our internal control system, while our senior management oversees the day-to-day implementation of internal control procedures and measures within each subsidiary and functional department.

Legal and Compliance Risk Management

To effectively manage our compliance and legal risks, we employ rigorous internal procedures to ensure that our business operations comply with applicable rules and regulations. Under these procedures, our internal legal department performs the essential function of reviewing and updating the standard forms of contracts we enter into with customers, suppliers, and other business partners. Our internal legal department is also responsible for obtaining any necessary government pre-approvals or consents, including preparing and submitting all necessary documents to the relevant government authorities for filing within the prescribed regulatory timeframes.

We continuously refine our internal policies and update internal templates for legal documents in accordance with changes in laws, regulations, and industry standards. We conduct compliance management across multiple aspects of our operations and employee activities. We have also established an accountability system for employees who violate laws, regulations, and internal policies. We have formulated a code of employee conduct, which contains internal rules and guidelines on basic work rules, professional ethics, confidentiality, negligence, anti-bribery, and anti-corruption. We provide employees with regular training and resources to explain the guidelines set out in the employee code of conduct.

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Internal Control Risk Management

We have designed and adopted rigorous internal procedures to ensure that our business operations comply with relevant rules and regulations. We maintain internal procedures to ensure that we have obtained all material licenses, permits, and approvals necessary for our business operations, and conduct regular reviews to monitor the status and validity of such licenses and approvals. We obtain the necessary government approvals or consents, including preparing and submitting all necessary documents to the relevant government authorities for filing within the prescribed regulatory timeframes.

Intellectual Property Risk Management

We enforce rigorous internal rules and procedures to ensure our compliance with applicable rules and regulations relating to the protection of our intellectual property, and to minimize the risk of intellectual property infringement and related commercial and competitive disputes. Specifically, we have internal processes whereby our internal legal team reviews, and in some cases consults external legal counsel, prior to providing solutions to customers, to ensure that our solutions comply with applicable laws and regulations. During the review process, we conduct necessary intellectual property searches and analyses, striving to minimize the risk of infringing third-party intellectual property rights and potential disputes. We regularly monitor published trademarks and patents to identify potential infringement risks. Our legal team also ensures the timely submission of all necessary trademark, copyright, and patent registration applications or filings with the competent authorities, and works to upgrade the features of our solutions to minimize the risk of potential intellectual property infringement caused by customer behavior.

Our internal legal department is responsible for reviewing and updating the terms of contracts we enter into with customers, business partners, and suppliers, including terms relating to the protection of intellectual property. They also continuously monitor updates and changes to laws and regulations relating to intellectual property in China or other jurisdictions to ensure our ongoing compliance with such laws and regulations.

Data Privacy and Information Security Risk Management

We pay close attention to risk management related to our information technology, as protecting the data of our customers and other confidential information is critical to us. We have implemented relevant internal procedures and control measures to ensure that our data is protected and to prevent the leakage or loss of such data.

We have formulated a set of internal rules and policies on data security, which set out detailed and strict requirements regarding the use, disclosure, and protection of confidential information. We have established a Data and Information Security Committee responsible for formulating data and information security strategies and making decisions on significant data and information incidents. We also engage external legal counsel to review and update our internal policies and to ensure ongoing compliance with all applicable laws and regulations.

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We have established a comprehensive information system employing multi-layered protective measures, including internal and external firewalls, to identify and protect us from security attacks. We have also implemented robust internal authentication and authorization systems to ensure that our confidential and sensitive data can only be accessed for permitted purposes by authorized personnel.

During the Track Record Period and up to the Latest Practicable Date, we have not encountered any material information leakage or data loss. For details of our information security procedures and policies, please refer to "– Data Privacy and Information Security Risk Management" in this section.

Human Resources Risk Management

We have formulated internal control and risk management policies covering multiple aspects of human resources management, such as recruitment, training, professional ethics, and legal compliance. We maintain high standards and rigorous procedures in recruitment to ensure the quality of new employees, and provide specialized training based on the needs of employees in different departments. We require employees to adhere to high ethical standards. We have formulated an employee handbook and code of conduct, which have been distributed to all employees. The handbook contains internal rules and guidelines on professional ethics, fraud prevention mechanisms, negligence, anti-bribery, and anti-corruption. Our code of conduct explicitly requires all employees to comply with any applicable anti-corruption laws, regulations, and policies, and prohibits them from making illegal or improper payments to any government officials, whether directly or through a third party. In addition, our employees and their family members may not solicit or accept gifts, travel, entertainment, or any item of value where such benefits or advantages may influence their professional judgment. Pursuant to our corporate whistleblowing policy, we have established internal whistleblowing channels that allow employees to anonymously report any non-compliance incidents and behavior, including bribery and corruption, and investigations will be conducted into reported incidents and individuals, with appropriate measures taken based on the investigation results. In addition, we conduct regular performance evaluations of employees and determine compensation based on their performance. We regularly monitor the implementation of our internal risk management policies to identify, manage, and mitigate internal risks associated with potential non-compliance with the code of conduct, professional ethics, violations of our internal policies, or illegal behavior at all levels of the Group.

Financial Reporting Risk Management

We have adopted comprehensive accounting policies for financial reporting risk management, such as financial management, budget management, and preparation of financial statements. We also have procedures for implementing such accounting policies, and our finance department reviews our management accounts in accordance with such procedures. In addition, we provide ongoing training to finance department staff to ensure comprehensive compliance with and effective implementation of these policies.

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DIRECTORS AND SENIOR MANAGEMENT

Board of Directors

Upon listing, our Board will consist of nine Directors, comprising five executive Directors, one non-executive Director, and three independent non-executive Directors. Directors serve a term of three years and are eligible for re-election.

The following table sets out information on the Directors upon listing.

| Name | Age | Position/Title | Time of Appointment as Director | Time of Joining the Group | Roles and Responsibilities | |------|-----|----------------|----------------------------------|---------------------------|---------------------------| | Mr. Wen ZHANG (张文) | 54 | Chairman of the Board, Executive Director and Chief Executive Officer | October 2019 | November 2019 | Responsible for overall management and business strategy | | Mr. Zhou HONG (洪洲) | 59 | Executive Director and Chief Technology Officer | January 2020 | July 2020 | Responsible for leading the development of core technologies (including chip architecture) | | Mr. Linglan ZHANG (张灵岚) | 52 | Executive Director and Chief Operating Officer | January 2020 | December 2019 | | | Mr. 肖冰 | 58 | | | | |

Directors and Senior Management

Appointed as

| Name | Age | Position/Title | Director | Joined the Group | Role and Responsibilities | |------|-----|---------------|----------|-----------------|--------------------------| | | | | | 2020 May | Responsible for overseeing and managing R&D and engineering operations | | | | Executive Director and General Manager | 2020 November | 2020 February | Responsible for overseeing and managing sales and marketing | | Mr. Luting PAN | 50 | Executive Director, Board Secretary and Chief Financial Officer | 2020 November | 2020 July | Responsible for overseeing financial affairs, risk management and strategic operations | | Mr. Liu Jingguo (劉經國) | 46 | Non-Executive Director | 2025 June | 2025 June | Responsible for providing advice on operations and development |

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Directors and Senior Management

| Name | Age | Position/Title | Appointed as Director | Joined the Group | Role and Responsibilities | |------|-----|---------------|----------------------|-----------------|--------------------------| | Dr. Wang Yuan (王源) | 46 | Independent Non-Executive Director | 2025 June | Listing Date | Responsible for providing independent opinions and judgment to the Board | | Mr. Lin Zhaorong (林兆榮) | 65 | Independent Non-Executive Director | 2025 June | Listing Date | Responsible for providing independent opinions and judgment to the Board | | Ms. Liu Jin (劉瑾) | 59 | Independent Non-Executive Director | 2025 June | Listing Date | Responsible for providing independent opinions and judgment to the Board |

**Note:** As of the Latest Practicable Date, Mr. Zhou Zhifeng (周志峰), Mr. Wang Lin (王林) and Ms. Chen Shuying (陳淑英) are our Non-Executive Directors and have submitted their resignations as directors, which will conditionally take effect on the day immediately before the Listing Date, while the appointments of Dr. Wang Yuan (王源), Mr. Lin Zhaorong (林兆榮) and Ms. Liu Jin (劉瑾) as Independent Non-Executive Directors will take effect on the Listing Date. Mr. Zhou Zhifeng, Mr. Wang Lin and Ms. Chen Shuying served as board representatives of our Pre-IPO investors prior to Listing and performed non-executive functions prior to Listing by providing advice on our overall development. Each of them has submitted their resignation pursuant to an internal decision of the Pre-IPO investor they respectively represent. Mr. Zhou Zhifeng, Mr. Wang Lin and Ms. Chen Shuying have confirmed to the Board that they have no disagreement with the Board and there are no other matters relating to their resignations that need to be brought to the attention of shareholders. For biographical details of Mr. Zhou Zhifeng, Mr. Wang Lin and Ms. Chen Shuying, please refer to "– Retiring Non-Executive Directors" below in this section.

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Executive Directors

**Mr. Wen ZHANG**, aged 54, is the Chairman, Executive Director and Chief Executive Officer of the Group. Mr. Zhang founded the Company in September 2019 and has served as Chairman and Chief Executive Officer since October 2019 and November 2019, respectively. He was re-designated as Executive Director of the Company with effect from the Listing Date.

Mr. Zhang has been deeply engaged in the integrated circuit, artificial intelligence and other next-generation information technology industries for a long time, and has made outstanding achievements in the areas of corporate strategy, management and capital market operations. Prior to establishing the Group, Mr. Zhang served as President of SenseTime Group Limited (商湯集團股份有限公司) (a company listed on the Stock Exchange, stock code: 0020) from January 2018 to October 2019. Mr. Zhang served as Chairman and Chief Executive Officer of Shanghai Dingyuan Hengrui Equity Investment Fund Management Co., Ltd. (上海鼎域恒睿股權投資基金管理有限公司), an equity investment fund management company, from December 2013 to December 2017. He served as President and Chief Executive Officer of Enraytek Optoelectronics (Shanghai) Co., Ltd. (映瑞光電科技（上海）有限公司), an LED chip company, from August 2010 to December 2013. From March 2007 to February 2009, he served as an attorney at Kirkland & Ellis LLP.

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Mr. Zhang was awarded the Shanghai "Magnolia Silver Award" (白玉蘭榮譽獎) in 2021; was named "Outstanding IT Entrepreneur in Shanghai" (上海IT行業傑出企業家) in 2020; received the "2021 Entrepreneur of the Year" (2021年度創業家) award from Hei Ma Venture (創業黑馬); and received the "2022 Entrepreneur of the Year" (2022年度創業者) award from Entrepreneur (創業邦). Mr. Zhang is a Visiting Associate Professor at the University of Hong Kong.

Mr. Zhang obtained a Master of Business Administration degree from Columbia University in the United States in February 2007, and a Juris Doctor degree from Harvard University in the United States in June 2005. Mr. Zhang is a qualified attorney licensed to practice law in the State of New York, United States.

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**Mr. Zhou HONG**, aged 59, is an Executive Director and Chief Technology Officer of the Group. Mr. Hong joined the Company in January 2020, was appointed as a Director in July 2020, and was appointed as Chief Technology Officer in September 2020. He was re-designated as Executive Director with effect from the Listing Date.

Mr. Hong has nearly 30 years of experience in GPU design and engineering. Prior to joining the Group, from April 1995 to March 2003, Mr. Hong served as Engineering Director at S3, Inc., a pioneering American graphics chip company. From March 2003 to September 2004, Mr. Hong served as Principal Architect at Nvidia Corporation (a company listed on the NASDAQ Global Market, stock code: NVDA), a world-leading high-end GPU manufacturer. Mr. Hong served as Chief Architect at Futurewei Technologies, Huawei's U.S. research center, from June 2016 to January 2020. From January 2007 to April 2016, he served as Vice President of Hardware Architecture at S3 Graphics Inc., an American computer graphics company.

Mr. Hong obtained a Bachelor of Science degree from Peking University (北京大學), China, in July 1986; a Master of Engineering degree from Tsinghua University (清華大學), China, in August 1989; and a Master of Science degree from the State University of New York at Buffalo, United States, in September 1994.

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**Mr. Linglan ZHANG**, aged 52, is an Executive Director and Chief Operating Officer of the Group. Mr. Linglan Zhang was appointed as a Director in December 2019 and joined the Company in January 2020 as Vice President of Engineering. He has been appointed as our Chief Operating Officer since September 2021. Mr. Linglan Zhang was re-designated as Executive Director with effect from the Listing Date.

Mr. Linglan Zhang has over 23 years of experience in the semiconductor industry. Prior to joining the Group, he served as Vice President of Deep Computing at Higon Austin R&D Center Corporation from February 2018 to September 2019. He also served as Senior Research and Development Manager (SMTS) at Samsung Electronics America R&D Center from August 2015 to February 2018; and as GPU SoC Architect (PMTS) at Advanced Micro Devices, Inc. (a company listed on the NASDAQ Global Market, stock code: AMD) from August 2001 to August 2015.

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Mr. Linglan Zhang obtained a Bachelor of Science degree in Electrical Engineering from Zhejiang University (浙江大學), China, in July 1996; a Master of Science degree in Electrical Engineering from the University of Southern California, United States, in August 2001; and a Master of Business Administration degree from the University of California, Berkeley, United States, in December 2014.

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**Mr. Xiao Bing (肖冰)**, aged 58, is an Executive Director and General Manager of the Group. Mr. Xiao joined the Company in February 2020 as Senior Vice President, and was appointed as a Director in May 2020. Mr. Xiao was re-designated as Executive Director with effect from the Listing Date.

Mr. Xiao has over 20 years of experience in strategic operations and sales. Prior to joining the Group, Mr. Xiao served as Vice President of Business Development at SenseTime Group Limited (商湯集團股份有限公司) (a company listed on the Stock Exchange, stock code: 0020) from May 2019 to February 2020. He also served as General Manager of China at Petuum Inc. (an artificial intelligence solutions company); as General Manager of the Telecommunications Industry, China, at Oracle Corporation (a company listed on the New York Stock Exchange, stock code: ORCL) from October 2014 to September 2017; as General Manager of the Communications Industry, China Software Group, at IBM (a company listed on the New York Stock Exchange, stock code: IBM) from May 2010 to September 2014; and as Vice President, China, at Teradata China (a company listed on the New York Stock Exchange, stock code: TDC) from June 2004 to May 2010.

Mr. Xiao obtained a Bachelor of Science degree in Electronic Engineering from Tsinghua University (清華大學), China, in July 1990.

Mr. Xiao serves as a director of certain subsidiaries of the Group, including but not limited to Zhuhai Biren (珠海壁仞), Beijing Biren (北京壁仞), Hangzhou Biren (杭州壁仞) and Shanghai Aoyan (上海遨岩).

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**Mr. Luting PAN**, aged 50, is an Executive Director, Board Secretary and Chief Financial Officer. Mr. Pan joined the Company in July 2020 as Vice President. He was appointed as a Director in November 2020 and was re-designated as Executive Director with effect from the Listing Date.

Mr. Pan has extensive experience in corporate strategic operations, risk management and operations. Prior to joining the Group, Mr. Pan served as a Manager at BNP Paribas (listed on Euronext Paris, stock code: BNP; and on the London Stock Exchange, stock code: 0HB5), a French multinational universal bank, from 2007 to 2009. He served as a Senior Planning Manager in the Commodity Forecasting Department at Consolidated Edison Company of New York, Inc. (stock code: ED), an energy company listed on the New York Stock Exchange, from March 2009 to September 2018. Mr. Pan served as Asia Director and Head of Strategic Development at Petuum Inc., an artificial intelligence solutions company, from August 2018 to June 2020.

Mr. Pan obtained a Bachelor of Science degree in Electrical Engineering from the University of Connecticut, United States, in August 1998; a Master of Science degree in Electrical Engineering from the University of Connecticut, United States, in December 2000; and a Master of Business Administration degree from Columbia University, United States, in May 2007.

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Non-Executive Directors

**Mr. Liu Jingguo (劉經國)**, aged 46, is our Non-Executive Director. Mr. Liu is responsible for providing advice on the operations and development of the Company. Mr. Liu was appointed as a Director in June 2025 and was re-designated as Non-Executive Director with effect from the Listing Date.

Mr. Liu currently serves as an Investment Research Partner at Shanghai Lingang Science and Innovation Investment Management Co., Ltd. (上海臨港科創投資管理有限公司), an equity investment company. From January 2012 to December 2014, Mr. Liu was employed at Signify (China) Investment Co., Ltd. (昕諾飛（中國）投資有限公司) (formerly known as Philips Lighting (China) Investment Co., Ltd. (飛利浦照明（中國）投資有限公司)), a company belonging to the Dutch multinational enterprise Koninklijke Philips N.V., which is listed on the New York Stock Exchange (stock code: PHG) and Euronext Amsterdam (stock code: PHIA), where his last position was Senior Systems Engineer. From January 2015 to February 2017, he was employed at Tianfeng Securities Co., Ltd. (天風證券股份有限公司), a comprehensive Chinese securities company listed on the Shanghai Stock Exchange (stock code: 601162), as a Securities Analyst. From April 1, 2021 to January 24, 2025, Mr. Liu served as a Director of Shanghai Mifeng Laser Technology Co., Ltd. (上海米蜂激光科技有限公司), a company focused on the research, development and production of high-power laser equipment. From March 2017 to June 2020, he served as Investment Director at Shanghai Linchuang Investment Management Co., Ltd. (上海臨創投資管理有限公司), an investment management company.

Mr. Liu obtained a Bachelor of Science degree in Materials Science and Engineering from University of Science and Technology Beijing (北京科技大學) in July 2001, and a Master of Science degree in Materials Science and Engineering from Tsinghua University (清華大學) in July 2004.

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Retiring Non-Executive Directors

**Mr. Zhou Zhifeng (周志峰)**, aged 48, has served as a Director since November 2019 and will cease to serve as a Director with effect from the day immediately before the Listing Date.

Mr. Zhou has been employed at Qiming Venture Partners (啟明創投) (an institution principally engaged in venture capital and asset management services) since May 2014, and currently serves as Managing Partner, focusing on investments in emerging technology areas including artificial intelligence, robotics, AR/VR, semiconductors, automotive technology, and enterprise software. Mr. Zhou has served as a Director of Beijing HiBoulder Technology Co., Ltd. (北京海博思創科技股份有限公司) (stock code: 688411.SH) since June 2020, and as a Non-Executive Director of UBTECH Robotics Corp Ltd (深圳市優必選科技股份有限公司) (stock code: 09880.HK) since August 2015.

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Mr. Zhou obtained a Bachelor of Science degree in Computer Science and Technology from Harbin Institute of Technology (哈爾濱工業大學), China, in July 2000, and a Master of Business Administration degree from Columbia University, United States, in May 2011.

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**Mr. Wang Lin (王林)**, aged 46, has served as a Director since August 2020 and will cease to serve as a Director with effect from the day immediately before the Listing Date.

Mr. Wang has served as Deputy Manager of Shanghai Huadeng Gaoke Private Fund Management Co., Ltd. (上海華登高科私募基金管理有限公司) since February 2024. Mr. Wang previously served as Deputy Manager of Huaxin Yuanchuang (Qingdao) Investment Management Co., Ltd. (華芯原創（青島）投資管理有限公司) from February 2021 to January 2024. From September 2012 to January 2021, Mr. Wang worked at the Shanghai branch of Walden International Investment Advisory (Beijing) Co., Ltd. (華登投資諮詢（北京）有限公司).

Mr. Wang served as a Director of Mornsun Power Semiconductor (Shenzhen) Co., Ltd. (峰岹科技（深圳）股份有限公司) (listed on the Shanghai Stock Exchange, stock code: 688279; and on the Hong Kong Stock Exchange, stock code: 1304) from April 2020 to January 2025. He served as an Independent Director of Suzhou Sansec Technology Co., Ltd. (光力科技股份有限公司) (listed on the Shenzhen Stock Exchange, stock code: 300480) from September 2018 to April 2023. Mr. Wang served as a Director of Shenzhen Eidolon Information Technology Co., Ltd. (深圳市億道信息股份有限公司) (listed on the Shenzhen Stock Exchange, stock code: 001314) from August 2020 to January 2024; and as a Director of Suzhou Mems Drive Inc. (蘇州敏芯微電子技術股份有限公司) from June 2019 to August 2025, a company listed on the Shanghai Stock Exchange (stock code: 688286). Since December 2019, Mr. Wang has served as a Director of 3PEAK Incorporated (思瑞浦微電子科技（蘇州）股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 688536).

Mr. Wang obtained a Bachelor of Science degree in Electronic Engineering from Hangzhou Dianzi University (杭州電子科技大學), China, in June 2001, and a Master of Science degree in Electronic Science and Technology from Zhejiang University (浙江大學), China, in March 2004.

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**Ms. Chen Shuying (陳淑英)**, aged 42, has served as a Non-Executive Director since May 2021 and will cease to serve as a Director with effect from the day immediately before the Listing Date.

Ms. Chen held various positions from June 2006 to December 2017 at Foshan Shunde Biguiyuan Property Development Co., Ltd. (佛山市順德區碧桂園物業發展有限公司), a subsidiary of Country Garden Holdings Company Limited (碧桂園控股有限公司) ("Country Garden Group") (listed on the Hong Kong Stock Exchange, stock code: 2007), including Marketing Centre Operations Specialist, Operations Manager, Marketing Operations Director, and General Manager of the Sales Management Department. From December 2017 to June 2018, she further served as Assistant General Manager of the Marketing Division of Country Garden Guangqing Region Division III (碧桂園廣清區域三部), a subsidiary of Country Garden Group. From July 2018 to June 2019, Ms. Chen served as General Manager of the Operations Management Department at Shenzhen Paladin Equity Investment Co., Ltd. (深圳市帕拉丁股權投資有限公司). From July 2019 to July 2023, Ms. Chen served as Deputy General Manager of the Operations Department at Shenzhen Country Garden Innovation Investment Co., Ltd. (深圳市碧桂園創新投資有限公司), a subsidiary of Country Garden Group. Ms. Chen has served as Executive Director and General Manager of Guangdong Dingchen Chenpi Industry Co., Ltd. (廣東鼎陳陳皮產業有限責任公司) since October 2022.

Ms. Chen obtained a Bachelor of Science degree in Engineering Management from Wuyi University (五邑大學), China, in June 2006.

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Independent Non-Executive Directors

**Dr. Wang Yuan (王源)**, aged 46, was appointed as an Independent Non-Executive Director of the Company in June 2025, with effect from the Listing Date.

Dr. Wang has served as a Professor, Associate Professor and Lecturer at the School of Electronics Engineering and Computer Science of Peking University (北京大學信息科學技術學院) since August 2017, from August 2008 to July 2017, and from July 2006 to July 2008, respectively. His academic research focuses on the design of integrated circuits and the development of novel computing architectures. Notably, his research interests encompass key projects of the National Natural Science Foundation of China, including "Research on NOR Flash-Based Compute-in-Memory Artificial Intelligence Chips and Systems" and the national key project "Research on Novel Neuromorphic Devices and Circuits." In addition, Dr. Wang has participated in various academic publications, such as analyses and designs of very-large-scale integration (VLSI) circuits, demonstrating his professional expertise in the areas of circuit design, analysis and architecture.

Dr. Wang has served as an Independent Non-Executive Director of Shenzhen BIWIN Storage Technology Co., Ltd. (深圳佰維存儲科技股份有限公司) ("BIWIN Storage"), whose shares are listed on the Shanghai Stock Exchange (stock code: 688525), since October 2024. BIWIN Storage is the parent company of Hainan Nanbai Suanke Technology Co., Ltd. (海南南佰算科技有限公司), which is a Pre-IPO investor, and as of the Latest Practicable Date

Share Capital

▶

and at the time of listing held approximately 0.48% and 0.43% respectively of the issued share capital of the Company. Dr. Wang has also served as an independent non-executive director of Chengdu Huawei Electronics Co., Ltd. (成都華微電子科技股份有限公司) (whose shares are listed on the Shanghai Stock Exchange, stock code: 688709) since May 2025.

Dr. Wang obtained a doctoral degree from Peking University (北京大學), Beijing, China in July 2006.

Mr. Lam Siu Wing (林兆榮), aged 65, was appointed as an independent non-executive director of the Company in June 2025, with effect from the Listing Date.

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Mr. Lam has extensive experience in accounting, auditing and business advisory. From July 2004 to June 2020, Mr. Lam served as an audit partner at PricewaterhouseCoopers Zhong Tian LLP (普華永道中天會計師事務所（特殊普通合夥）) and PricewaterhouseCoopers (羅兵咸永道), Hong Kong (collectively referred to as "PricewaterhouseCoopers"). He also held positions at a number of audit firms, including KPMG Hong Kong (香港畢馬威會計師事務所) (from September 1991 to February 1992), Horwath Australia (from August 1987 to August 1991) and the Audit Office of New South Wales (from March 1987 to July 1987).

He (i) has served as an independent non-executive director of Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd. (上海復旦張江生物醫藥股份有限公司) (whose shares are listed on The Stock Exchange of Hong Kong Limited, stock code: 1349; and the Shanghai Stock Exchange, stock code: 688505) since May 2023; (ii) has served as an independent non-executive director of Suzhou Basecare Medical Corporation Limited (蘇州貝康醫療股份有限公司) (whose shares are listed on The Stock Exchange of Hong Kong Limited, stock code: 2170) since July 2023; (iii) has served as an independent non-executive director of Xi'an Jingfa Property Co., Ltd. (西安經發物業股份有限公司) (whose shares are listed on The Stock Exchange of Hong Kong Limited, stock code: 1354) since May 2024; (iv) has served as an independent non-executive director of Adisseo (藍星安迪蘇股份有限公司) (whose shares are listed on the Shanghai Stock Exchange, stock code: 600299) since September 2024; and (v) has served as an independent non-executive director of Qeewei Technology (Cayman) Limited (齊屹科技（開曼）有限公司) (whose shares are listed on The Stock Exchange of Hong Kong Limited, stock code: 1739) since June 2025. Mr. Lam has also been appointed as an independent non-executive director of Shanghai Gepai Nickel Cobalt Material Co., Ltd. (上海格派鎳鈷材料股份有限公司) since June 2022.

Mr. Lam obtained a Bachelor of Economics degree from Macquarie University, Australia in May 1985, and a Master of Commerce degree from the University of New South Wales, Australia in October 1989.

Mr. Lam became a member of CPA Australia and New Zealand (formerly known as the Australian Society of CPAs) in April 1990, and was elevated to fellow membership in September 2011. He also became a member of the Hong Kong Institute of Certified Public Accountants in April 1992, and was elevated to fellow membership in September 2013.

Ms. Liu Jin (劉瑾), aged 59, was appointed as an independent non-executive director of the Company in June 2025, with effect from the Listing Date.

Ms. Liu has approximately 30 years of experience in consulting, investment and financing, initial public offerings and mergers and acquisitions. Since 2020, Ms. Liu has served as the Vice Chairman and Director of Chengdu Wisker Biopharmaceutical Co., Ltd. (成都威斯克生物醫藥有限公司), an innovative biopharmaceutical enterprise, responsible for investment and financing activities.

Ms. Liu's previous work experience includes: serving as Managing Director of the Global Investment Banking Division at Merrill Lynch (Asia Pacific) Limited from 2012 to 2020; serving as Executive Director of the Global Banking and Markets Division at Goldman Sachs (China) Securities Co., Ltd. (高盛（中國）證券有限責任公司) from 2008 to 2012; serving as Director of the Audit

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Division at PricewaterhouseCoopers (羅兵咸永道) from 2002 to 2008; and serving as China Affairs Manager at the Hong Kong General Chamber of Commerce from 1998 to 2002. Ms. Liu obtained a Bachelor of Arts degree from Sichuan University (四川大學), China in 1988, and a Master of Business Administration degree from ESICAD Business School (ESICAD商學院), France in 1996.

Ms. Liu is a member of the 11th Committee of the All-China Federation of Returned Overseas Chinese (中國僑聯). She is a co-founder and honorary chairperson of the Hong Kong Overseas Scholars Association, and vice chairperson of the China Finance Association of Hong Kong.

Confirmation by Directors

Listing Rules Rule 8.10

Business

▶

Each of the Directors has confirmed that, as at the Latest Practicable Date, none of them holds any interest in any business which competes or may compete, directly or indirectly, with our business and which would require disclosure under Rule 8.10 of the Listing Rules.

Rule 3.09D of the Listing Rules

Each of the Directors has confirmed that they (i) received legal advice as referred to under Rule 3.09D of the Listing Rules in June 2025, and (ii) understand their obligations as directors of an issuer listed 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) their independence with reference to the factors set out in Rules 3.13(1) to (8) of the Listing Rules, (ii) that as at the Latest Practicable Date, they have not had, nor currently have, any financial or other interests in the business of the Company or its subsidiaries, nor any connection with any core connected person of the Company as defined under the Listing Rules, and (iii) that at the time of their appointment, there were no other factors that would affect their independence.

Senior Management

The following table sets out information about the members of our senior management.

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| Name | Age | Position / Title | Date Appointed as Senior Management | Date Joined the Group | Roles and Responsibilities | |---|---|---|---|---|---| | Mr. Wen ZHANG | 54 | Chairman of the Board, Executive Director and Chief Executive Officer | November 2019 | November 2019 | Responsible for overall management and business strategy | | Mr. Zhou HONG | 59 | Executive Director and Chief Technology Officer | September 2020 | January 2020 | Responsible for leading the development of core technologies (including chip architecture) | | Mr. Linglan ZHANG | 52 | Executive Director and Chief Operating Officer | September 2021 | January 2020 | Responsible for R&D and engineering operations management | | Mr. 肖冰 (Xiao Bing) | 58 | Executive Director and General Manager | April 2023 | February 2020 | Responsible for overseeing and managing sales and marketing | | Mr. Luting PAN | 50 | Executive Director, Board Secretary and Chief Financial Officer | July 2023 | July 2020 | Responsible for overseeing financial matters, risk management and strategic operations |

Mr. Wen ZHANG, aged 54, is the Chairman of the Board, Executive Director and Chief Executive Officer. For details of his biography, please refer to "— Executive Directors".

Mr. Zhou HONG, aged 59, is the Executive Director and Chief Technology Officer. For details of his biography, please refer to "— Executive Directors".

Mr. Linglan ZHANG, aged 52, is the Executive Director and Chief Operating Officer. For details of his biography, please refer to "— Executive Directors".

Mr. 肖冰 (Xiao Bing), aged 58, is the Executive Director and General Manager. For details of his biography, please refer to "— Executive Directors".

Mr. Luting PAN, aged 50, is the Executive Director, Board Secretary and Chief Financial Officer. For details of his biography, please refer to "— Executive Directors".

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Interests of Directors and Senior Management

Save as disclosed above, none of the Directors or members of our senior management has served as a director of any public company the securities of which are listed on any stock exchange in Hong Kong or overseas during the three years immediately preceding the date of this prospectus.

None of our Directors or members of our senior management is related to any other Director or member of our senior management.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, as at the Latest Practicable Date, there are no other matters in connection with the appointment of Directors that need to be brought to the attention of the shareholders, nor is there any information relating to the Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.

Joint Company Secretaries

Ms. 童義敏 (Tong Yimin), aged 30, has been appointed as Joint Company Secretary of the Company, with effect from the Listing Date. Ms. Tong joined the Group in June 2021 as the Head of the Board of Directors' Office.

Prior to joining the Group, Ms. Tong served as Senior Operations Manager at Hangzhou Xingong Xiao'an Information Technology Co., Ltd. (杭州信公小安信息科技有限公司) from July 2017 to May 2021.

Ms. Tong obtained a Bachelor's degree in Economics from East China University of Political Science and Law in China in July 2017. Ms. Tong also obtained the Fund Practitioner Qualification issued by the Asset Management Association of China in September 2017; the Securities Practitioner Qualification issued by the Securities Association of China in November 2015; and the Futures Qualification issued by the China Futures Association in March 2016.

Mr. 曾俊豪 (Tsang Chun Ho) has been appointed as Joint Company Secretary of the Company, with effect from the Listing Date.

Mr. Tsang is currently an Assistant Manager of corporate secretarial services at Vistra Corporate Services (HK) Limited (a member of Vistra Group). Mr. Tsang has over 11 years of experience in the company secretarial field and has provided professional corporate services to a number of Hong Kong listed companies, multinational corporations, private companies and offshore companies.

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Mr. Tsang is a Chartered Secretary, a Chartered Governance Professional, and a Fellow of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute (UK). Mr. Tsang was awarded a Bachelor of Arts degree from the University of Huddersfield, United Kingdom in December 2017, and a Master's degree in Corporate Governance from Hong Kong Metropolitan University in November 2021.

Board Committees

The Board has delegated certain duties to a number of committees. In accordance with relevant PRC laws and regulations and the Corporate Governance Code, the Company has established three board committees, namely the Audit Committee, the Remuneration Committee and the Nomination Committee.

Audit Committee

We have established an Audit Committee pursuant to Rule 3.21 of the Listing Rules and paragraph D.3 of the Corporate Governance Code with written terms of reference. The Audit Committee comprises three Directors, namely Mr. 林兆榮 (Lam Siu Wing), Dr. 王源 (Wang Yuan) and Ms. 劉瑾 (Liu Jin). Mr. 林兆榮 (Lam Siu Wing) serves as the Chairman of the Audit Committee and holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit Committee include, but are not limited to, making recommendations to the Board on the appointment, reappointment and removal of external auditors, reviewing the Company's financial statements, annual reports and accounts, and interim reports, reviewing the Company's financial controls, and discussing risk management and internal control systems with the Company's management. The Audit Committee will also perform the duties of a supervisory committee as required under PRC law.

Remuneration Committee

We have established a Remuneration Committee pursuant to Rule 3.25 of the Listing Rules and paragraph E.1 of the Corporate Governance Code with written terms of reference. The Remuneration Committee comprises three Directors, namely Ms. 劉瑾 (Liu Jin), Mr. Wen ZHANG and Dr. 王源 (Wang Yuan). Ms. 劉瑾 (Liu Jin) serves as the Chairman of the Remuneration Committee. The primary duties of the Remuneration Committee include, but are not limited to, making recommendations to the Board on the Company's policy and structure for the remuneration of all Directors and senior management, reviewing and approving the management's remuneration proposals by reference to the Board's corporate goals and objectives, and reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules.

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Nomination Committee

We have established a Nomination Committee pursuant to Rule 3.27A of the Listing Rules and paragraph B.3 of the Corporate Governance Code with written terms of reference. The Nomination Committee comprises three Directors, namely Dr. 王源 (Wang Yuan), Ms. 劉瑾 (Liu Jin) and Mr. Wen ZHANG. Dr. 王源 (Wang Yuan) serves as the Chairman of the Nomination Committee. The primary duties of the Nomination Committee include, but are not limited to, reviewing the structure, size and composition (including skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Company's corporate strategy, identifying individuals suitably qualified to become Board members, selecting individuals nominated for directorships, and assessing the independence of Independent Non-executive Directors.

Remuneration of Directors and Senior Management

The remuneration of Directors comprises salaries, social security, housing benefits and other employee benefits, employer contributions to retirement schemes, discretionary bonuses and share-based compensation.

For the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025, the aggregate remuneration paid or payable to the Directors amounted to RMB27.31 million, RMB25.90 million, RMB16.18 million and RMB7.23 million, respectively.

Under the current arrangements, we estimate that the aggregate pre-tax remuneration payable to the Directors for the year ending 31 December 2025 will be approximately RMB11.13 million. The actual remuneration of the Directors in 2025 may differ from the expected remuneration.

For the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025, the remuneration paid to the five highest paid individuals (excluding Directors) of the Company amounted to RMB46.60 million, RMB34.42 million, RMB32.58 million and RMB11.85 million, respectively.

We confirm that, during the Track Record Period, no remuneration has been paid or is payable to any Director or any of the five highest paid individuals as an inducement to join the Company or upon joining the Company, or as compensation for loss of any managerial position in any subsidiary of the Company.

During the Track Record Period, none of the Directors waived any remuneration. Save as disclosed above, during the Track Record Period, no other amounts have been paid or are payable by the Company or any of our subsidiaries to any Director or any of the five highest paid individuals.

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Directors and Senior Management

Corporate Governance

The Company is committed to achieving a high standard of corporate governance to safeguard the interests of shareholders. To this end, the Company intends to comply with the 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 following the Listing.

Pursuant to code provision C.2.1 of the Corporate Governance Code, companies listed on the Stock Exchange should comply with the requirement that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual, but may choose to deviate from this requirement. We do not have a separation between the roles of Chairman and Chief Executive Officer, with Mr. Zhang currently performing both roles. The Board considers that, in view of Mr. Zhang's aforementioned experience, personal qualifications and role in the Company, Mr. Zhang is the most suitable director to identify strategic opportunities and set the Board's focus, as he has extensive knowledge of our business in his capacity as Chief Executive Officer. The Board also considers that having the same individual serve as both Chairman and Chief Executive Officer is beneficial to (i) ensuring consistent leadership within the Group, (ii) making the overall strategic planning of the Board and the execution of strategic initiatives more effective and efficient, and (iii) facilitating the exchange of information between the management of the Group and the Board. The Board considers that the existing arrangement will not impair the balance of power and authority, and this arrangement will enable the Company to make and implement decisions swiftly and effectively. The Board will continue to review and consider separating the roles of Chairman and Chief Executive Officer of the Company at an appropriate time taking into account the overall circumstances of the Group.

Save as disclosed above, the Directors consider that, following the Listing, we will comply with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules.

Board and Employee Diversity

We are committed to promoting a culture of diversity within the Company. By taking into account various factors in our corporate governance framework, we strive to promote diversity to the extent possible. We have adopted a board diversity policy (the "Board Diversity Policy"), which sets out the objectives and approach to achieving and maintaining board diversity in order to enhance the effectiveness of the Board. Pursuant to the Board Diversity Policy, we seek to achieve board diversity by considering a range of factors including, but not limited to, gender, age, ethnicity, cultural background, educational background, industry experience and professional experience. The knowledge and skill sets of our Directors are well-balanced. They hold degrees in a number of areas, including engineering, electronic engineering, materials science and economics. The Company

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Directors and Senior Management

has evaluated the structure, size and composition of our Board and considers the Board structure to be reasonable, with the Directors' experience and skills in various areas and fields enabling the Company to maintain high operational standards. Our Board Diversity Policy has been well implemented, with both female and male Directors from different industries and fields, ranging in age from 46 to 65.

We will continue to take measures to promote gender diversity at all levels of the Company, including but not limited to the Board and senior management. We will maintain at least one female Director and ensure that the Nomination Committee maintains one female Director. We will encourage current Board members to recommend female Director candidates and take other actions to help achieve greater Board diversity, such as inviting certain outstanding mid-to-senior level female employees to attend and observe Board meetings. This will enable the Board to have a better understanding of these potential female candidates before nominating them to the Board, and provide potential female candidates with the opportunity to prepare themselves for the performance of Directors' duties. We will also continue to ensure that gender diversity is taken into account when recruiting mid-to-senior level employees, so that we may add female senior management members and potential successors to the Board at the appropriate time to ensure gender diversity on the Board. The Group will continue to place importance on the training of female talent and provide female employees with long-term development opportunities, including but not limited to business operations, management, accounting and finance, legal and compliance. Accordingly, we consider that in the future the Board will be able to identify and nominate capable mid-to-senior level female employees to serve as Directors from a wide pool of female candidates.

We are committed to adopting a similar approach to promoting diversity within the Company's management, including but not limited to senior management, to enhance the overall effectiveness of the Company's corporate governance.

The Nomination Committee is responsible for ensuring diversity among Board members. Following the Listing, we will review the Board Diversity Policy from time to time, formulate and review measurable objectives for implementing the policy, and monitor progress towards achieving such measurable objectives to ensure its continued effectiveness. We will disclose the implementation of the Board Diversity Policy in our corporate governance report annually.

Anti-corruption and Whistleblowing Policies

We are committed to acting with integrity, honesty, fairness, impartiality and ethical business conduct. We have adopted an anti-corruption policy to promote a culture of ethics within the Group and to maintain a zero-tolerance attitude towards bribery and any form of corruption. Our Board and senior management are also committed to promoting a culture of ethics within the Group. We have also adopted a whistleblowing policy, which aims to establish whistleblowing procedures for employees of the Group and other relevant external parties to report and escalate any suspected misconduct. Under this policy, we protect all whistleblowers from any form of retaliation. All information provided by whistleblowers will be kept strictly confidential.

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Directors and Senior Management

Compliance Adviser

We have appointed Maisto Capital Limited as our compliance adviser pursuant to Rules 3A.19 and 3A.23 of the Listing Rules. The compliance adviser will provide us with guidance and advice on compliance with the Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the compliance adviser will provide advice to the Company in certain circumstances, including:

(a) before the publication of any regulatory announcement, circular or financial report;

(b) where a proposed transaction might be a notifiable or connected transaction, including the issue of shares, sale or transfer of treasury shares and share repurchases;

(c) where we propose to use the proceeds from the Global Offering in a manner different from that detailed in this prospectus, or where there is a deviation between our business activities, developments or results and any forecast, estimate or other information contained in this prospectus; and

(d) where the Stock Exchange makes enquiries of the Company regarding unusual movements in the price or trading volume of our listed securities or any other matters pursuant to Rule 13.10 of the Listing Rules.

Pursuant to Rule 3A.24 of the Listing Rules, the compliance adviser will promptly inform the Company of any amendments or supplements to the Listing Rules announced by the Stock Exchange. The compliance adviser will also inform the Company of any new or amended Hong Kong laws, regulations or codes applicable to us and provide advice to us on the continuing requirements under the Listing Rules and applicable laws and regulations.

The appointment will commence on the Listing Date and is expected to end on the date on which the Company complies with Rule 13.46 of the Listing Rules in respect of the financial results for the first full financial year commencing after our Listing.

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Share Capital

▶

Share Description | Number of Shares | Approximate Percentage of Total Share Capital (%)

| Share Description | Number of Shares | Approximate Percentage of Total Share Capital (%) | |---|---|---| | Issued non-listed shares | 1,238,013,076 | 50.76 | | Non-listed shares to be converted into H Shares | 873,272,024 | 35.81 | | H Shares to be issued pursuant to the Global Offering | 327,573,400 | 13.43 | | **Total** | **2,438,858,500** | **100.00** |

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SHARE CAPITAL STATUS

Upon completion of the Global Offering and the conversion of non-listed shares into H Shares, the share capital will consist of H Shares and non-listed shares.

Share Capital

▶

After the completion of the Global Offering, we will have only one class of shares. H Shares and unlisted shares are both ordinary shares in the share capital of the Company. However, other than certain qualified domestic institutional investors in China, qualified Chinese investors under Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, and other persons who are entitled to hold our H Shares under relevant Chinese laws and regulations or with the approval of any competent authority, Chinese legal persons or natural persons are generally not permitted to subscribe for or trade in H Shares.

Unlisted shares rank pari passu with H Shares in all respects, and in particular with respect to all dividends or distributions declared, paid or made after the date of this prospectus. We will pay all dividends in respect of H Shares in Hong Kong dollars or in the form of H Shares.

Conversion of Unlisted Shares into H Shares

Pursuant to the regulations issued by the CSRC, shareholders of unlisted shares may at their own discretion authorise the Company to apply to the CSRC to convert their respective unlisted shares into H Shares, which converted shares may be listed and traded on an overseas stock exchange, provided that the requisite filings with the securities regulatory authority of the State Council in respect of such conversion, listing and trading are completed. In addition, such conversion, trading and listing must comply with the requirements of internal approval procedures and, in all respects, the regulations promulgated by the securities regulatory authority of the State Council as well as the rules, requirements and procedures prescribed by the relevant overseas stock exchange. Save as disclosed in this prospectus and to the knowledge of our Directors, we are not aware of any intention on the part of such existing shareholders to convert their unlisted shares.

Should any unlisted shares proposed to be converted into H Shares be listed and traded on the Stock Exchange, filings with and approvals from the relevant regulatory authorities in China (including the CSRC) must be made and obtained, and approval from the Stock Exchange must also be obtained. Pursuant to the procedures for conversion of unlisted shares into H Shares as set out below, we will make an advance application after the Global Offering for the listing on the Stock Exchange of all or part of the unlisted shares converted into H Shares, so as to ensure that the conversion process can be completed promptly after notifying the Stock Exchange and delivering the shares for H Share registration. Since the listing of additional shares on the Stock Exchange following the initial listing is generally regarded by the Stock Exchange as a purely administrative matter, we do not need to make a prior application for the listing of additional shares at the time of our Hong Kong listing. No class shareholder vote is required in respect of the conversion of such shares or the listing and trading of such converted shares on an overseas stock exchange. After our initial listing, any application for the listing of converted shares on the Stock Exchange must be pre-notified to our shareholders and the public by way of announcement before it can be effected.

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Share Capital

After all necessary filings have been completed and approvals obtained, the relevant unlisted shares will be deregistered from the register of unlisted shares, and the Company will re-register such shares on the H Share register of members in Hong Kong and instruct the H Share registrar to issue H Share certificates. The conditions for registration on the Company's H Share register of members are: (i) the H Share registrar submits to the Stock Exchange a confirmation letter confirming that the relevant H Shares have been entered in the H Share register of members and that H Share certificates have been duly despatched; and (ii) the H Shares are approved for trading on the Stock Exchange and continue to comply with the Listing Rules, the General Rules of CCASS and the CCASS Operational Procedures. The converted shares will not be listed as H Shares prior to their re-registration on the Company's H Share register of members.

Transfer of Shares Issued Prior to the Global Offering

Pursuant to the PRC Company Law, shares issued by us prior to listing may not be transferred within twelve months from the date of listing.

In addition, pursuant to Rule 18C.14 of the Listing Rules, Mr. Zhang and Shanghai Biliren (上海壁立仞) are subject to a lock-up period from the date of this prospectus until the expiry of 12 months after the date of listing. Certain of our pre-IPO investors are subject to a lock-up period from the date of this prospectus until the expiry of 6 months after the date of listing. Please refer to "History, Development and Corporate Structure — Lock-up and Free Float under Chapter 18C of the Listing Rules."

General Meetings

For details of matters requiring the convening of general meetings, please refer to "Appendix IV — Summary of Articles of Association."

Pre-IPO Employee Incentive Plan

In recognition of the contributions of our employees and to incentivise them to further drive our development, we approved and adopted the Pre-IPO Employee Incentive Plan on 24 April 2024. For details, please refer to "History, Development and Corporate Structure — Pre-IPO Employee Incentive Plan."

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Share Capital

General Mandate to Issue and Repurchase Shares

Subject to the completion of the Global Offering and pursuant to resolutions of the shareholders of the Company, the Board has been granted: (a) a general mandate to allot and issue shares at any time during the period ending on the earlier of the conclusion of the next annual general meeting of shareholders or the date on which such mandate is revoked or amended by our shareholders by way of special resolution, on such terms and conditions and for such purposes and to such persons as the Board may in its absolute discretion think fit, with necessary amendments to the articles of association, provided that the number of shares to be issued shall not exceed 20% of the number of H Shares in issue as of the date of completion of the Global Offering (excluding any additional H Shares that may be issued upon the exercise of the Over-allotment Option and treasury shares (if any)); and (b) a general mandate to repurchase H Shares listed on the Stock Exchange, in an aggregate amount not exceeding 10% of the number of H Shares in issue as of the date of completion of the Global Offering (excluding any additional H Shares that may be issued upon the exercise of the Over-allotment Option and treasury shares (if any)).

For the general mandate to issue and repurchase shares, please refer to "Appendix V — Statutory and General Information — Further Information about the Company — Shareholders' Resolutions."

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Substantial Shareholders

To the best knowledge of the Directors, immediately following the completion of the Global Offering and the conversion of unlisted shares into H Shares (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), the following persons will have interests and/or short positions in shares or underlying shares of the Company which are required to be disclosed to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or will directly or indirectly hold

Share Capital

▶

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SUBSTANTIAL SHAREHOLDERS

Notes:

1. Calculated based on a total of 1,238,013,076 unlisted shares and 1,120,964,824 H shares issued immediately following completion of the Global Offering, assuming the Share Adjustment Option and the Over-allotment Option have not been exercised.

2. Mr. Zhang has entered into a voting delegation agreement with (among others) Shanghai Zhuoren (as general partner of Shanghai Bili Ren) and the general partners of all limited partners of Shanghai Bili Ren (上海壁立仞), and is therefore able to control Shanghai Bili Ren (上海壁立仞). For further details, please refer to "History, Development and Corporate Structure — Concert Party Agreement and Voting Delegation Agreement." Accordingly, Mr. Zhang is deemed to have an interest in the shares held by Shanghai Bili Ren (上海壁立仞) under the Securities and Futures Ordinance.

3. Zhuhai Da Hengqin Innovation Development Co., Ltd. (珠海大橫琴創新發展有限公司) is 51% held by China Cinda Asset Management Co., Ltd. (中國信達資產管理股份有限公司) through Zhuhai Yuexinchen Investment Co., Ltd. (珠海市粵信宸投資有限責任公司). Accordingly, each of China Cinda Asset Management Co., Ltd. (中國信達資產管理股份有限公司) and Zhuhai Yuexinchen Investment Co., Ltd. (珠海市粵信宸投資有限責任公司) is deemed to have an interest in the shares held by Zhuhai Da Hengqin Innovation Development Co., Ltd. (珠海大橫琴創新發展有限公司) under the Securities and Futures Ordinance.

| Shareholder Name/Name | Nature of Interest | Number of Unlisted Shares | Approximate % of Total Share Capital | Number of Shares | Approximate % (1) | Approximate % (1) | |---|---|---|---|---|---|---| | Mr. Zhang (2) | Beneficial owner | 183,174,800 | 8.68% | 183,174,800 unlisted shares | 14.80% | 7.77% | | | | | | | 15.45% | 8.11% | | | | | | | 15.45% | 8.11% | | | | | | | 5.27% | 2.77% | | | | | | | 6.52% | 3.42% | | | | | | | 6.52% | 3.42% | | | | | | | 6.52% | 3.42% | | | Interest in controlled corporation | 191,221,400 | 9.06% | 191,221,400 unlisted shares | | | | Shanghai Bili Ren (上海壁立仞) (2) | Beneficial owner | 191,221,400 | 9.06% | 191,221,400 unlisted shares | | | | Mr. Liang | Beneficial owner | 65,234,050 | 3.09% | 65,234,050 unlisted shares | | | | Zhuhai Da Hengqin Innovation Development Co., Ltd. (珠海大橫琴創新發展有限公司) (3) | Beneficial owner | 80,717,950 | 3.82% | | | | | Zhuhai Yuexinchen Investment Co., Ltd. (珠海市粵信宸投資有限責任公司) | Interest in controlled corporation | 80,717,950 | 3.82% | 80,717,950 unlisted shares | | | | China Cinda Asset Management Co., Ltd. (中國信達資產管理股份有限公司) (3) | Interest in controlled corporation | 80,717,950 | 3.82% | 80,717,950 unlisted shares | | |

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CORNERSTONE INVESTORS

Cornerstone Placing

We have entered into cornerstone investment agreements (each a "Cornerstone Investment Agreement," collectively the "Cornerstone Investment Agreements") with the cornerstone investors set out below (each a "Cornerstone Investor," collectively the "Cornerstone Investors"), pursuant to which the Cornerstone Investors have agreed, subject to certain conditions, to subscribe for or procure their designated entities to subscribe for Offer Shares purchasable for an aggregate amount of USD 372.5 million (approximately HK$2,899.3 million, calculated at the exchange rate set out in the section headed "Information about this Prospectus and the Global Offering — Currency Conversion" in this prospectus), rounded down to the nearest complete board lot of 200 H Shares (the "Cornerstone Placing"). The aggregate investment amount by the Cornerstone Investors does not include the brokerage commission, SFC transaction levy, FRC transaction levy and Hong Kong Stock Exchange trading fee payable by the Cornerstone Investors in respect of the International Offer Shares they will subscribe for.

Based on an Offer Price of HK$17.0 (being the lower end of the indicative Offer Price range stated in this prospectus), the total number of Offer Shares to be subscribed for by the Cornerstone Investors will be 170,549,200 Offer Shares. The table below reflects the shareholding percentage immediately following completion of the Global Offering.

| | Assuming the Share Adjustment Option is not exercised | | Assuming the Share Adjustment Option is exercised in full | | | | |---|---|---|---|---|---|---| | | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is exercised in full | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is exercised in full | | | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | | | 68.86% | 7.23% | 59.87% | 7.12% | 59.87% | 7.12% | 52.06% | 6.99% |

Based on an Offer Price of HK$18.3 (being the midpoint of the indicative Offer Price range stated in this prospectus), the total number of Offer Shares to be subscribed for by the Cornerstone Investors will be 158,435,200 Offer Shares. The table below reflects the shareholding percentage immediately following completion of the Global Offering.

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CORNERSTONE INVESTORS

| | Assuming the Share Adjustment Option is not exercised | | Assuming the Share Adjustment Option is exercised in full | | | | |---|---|---|---|---|---|---| | | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is exercised in full | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is exercised in full | | | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | | | 63.96% | 6.72% | 55.62% | 6.61% | 55.62% | 6.61% | 48.37% | 6.50% |

Based on an Offer Price of HK$19.6 (being the upper end of the indicative Offer Price range stated in this prospectus), the total number of Offer Shares to be subscribed for by the Cornerstone Investors will be 147,926,400 Offer Shares. The table below reflects the shareholding percentage immediately following completion of the Global Offering.

| | Assuming the Share Adjustment Option is not exercised | | Assuming the Share Adjustment Option is exercised in full | | | | |---|---|---|---|---|---|---| | | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is exercised in full | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is exercised in full | | | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | Approximate % of Offer Shares | Approximate % of issued shares after completion of Global Offering | | | 59.72% | 6.27% | 51.93% | 6.17% | 51.93% | 6.17% | 45.16% | 6.07% |

We believe that the Cornerstone Placing demonstrates the Cornerstone Investors' confidence in our Company and its business prospects, and that the Cornerstone Placing will help enhance our Company's profile. Our Company became acquainted with each Cornerstone Investor in the ordinary course of business through our Group's business network, or through the introduction of our business partners or the Overall Coordinators.

The Cornerstone Investments will form part of the International Offering. Unless otherwise agreed by the Stock Exchange, the Cornerstone Investors (and, in the case of Cornerstone Investors who will subscribe for our Offer Shares through Qualified Domestic Institutional Investors ("QDIIs"), both the Cornerstone Investors and the QDIIs) and their respective close associates will not subscribe for any Offer Shares under the Global Offering other than pursuant to the Cornerstone Investment Agreements. The Offer Shares to be subscribed for by the Cornerstone Investors (and, in the case of Cornerstone Investors who will subscribe for our Offer Shares through QDIIs, such QDIIs) will rank equally in all respects with the fully paid H Shares in issue and to be listed on the Stock Exchange upon completion of the Global Offering. The Offer Shares to be subscribed for by the Cornerstone Investors will be counted towards the public float of our Company under Rule 19A.13A of the Listing Rules.

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CORNERSTONE INVESTORS

Immediately following completion of the Global Offering: (i) none of the Cornerstone Investors and their close associates will become a substantial shareholder of our Company; (ii) none of the Cornerstone Investors and their close associates will have any board seat in our Company solely by virtue of their Cornerstone Investment; and (iii) for the purposes of Rule 8.08(3) of the Listing Rules, the equity interest in our Company beneficially owned by the three largest public shareholders will be less than 50%.

To the best knowledge of our Company, among the Cornerstone Investors, QM120 (as defined below) and Aspirational China Growth (as defined below) are each existing minority shareholders of our Company, while QM125 (as defined below, being a close associate of QM120), 3W Fund (as defined below, being a close associate of 3W Global), Ping An Asset Management Hong Kong (平安資產香港) (as defined below) and China Ping An Life Insurance Co., Ltd. (中國平安人壽保險股份有限公司) (both being close associates of PA GCC), Guojun Hong Kong (國君香港) (as defined below, being a close associate of Nanchang Zhengtong Equity Investment Fund Partnership (Limited Partnership) (南昌政通股權投資基金合夥企業（有限合夥）) and Shanghai Haitong Zhida Private Investment Fund Partnership (Limited Partnership) (上海海通智達私募投資基金合夥企業（有限合夥）)), and New Opportunities SPC (a close associate of Wanhui Investment Co., Ltd. (萬慧投資有限公司)) are each close associates of existing minority shareholders of our Company. The Stock Exchange has granted a waiver from strict compliance with Rule 10.04 of the Listing Rules and consent under paragraph 1C(2) of Appendix F1 to the Listing Rules, permitting the placing of Offer Shares in the International Offering to certain existing minority shareholders. For further details, please refer to the section headed "Waivers — Consent Granted under Paragraph 1C(2) of Appendix F1 to the Listing Rules in respect of Subscription for Offer Shares by Close Associates of Existing Shareholders as Cornerstone Investors."

Save for QM120, Aspirational China Growth, QM125, 3W Fund, Ping An Asset Management Hong Kong (平安資產香港), China Ping An Life Insurance Co., Ltd. (中國平安人壽保險股份有限公司), Guojun Hong Kong (國君香港) and New Opportunities SPC, to the best knowledge of our Company: (i) each Cornerstone Investor (and, in the case of Cornerstone Investors who will subscribe for our Offer Shares through QDIIs, both the Cornerstone Investors and the QDIIs) is an independent third party and is not a connected person as defined under the Listing Rules; (ii) each Cornerstone Investor (and, in the case of Cornerstone Investors who will subscribe for our Offer Shares through QDIIs, both the Cornerstone Investors and the QDIIs) is independent from our Group, our Group's connected persons and their associates, is not a connected person or close associate of our Group, and is not an existing shareholder or a close associate of any existing shareholder of our Group; (iii) the Cornerstone Investors (and, in the case of Cornerstone Investors who will subscribe for our Offer Shares through QDIIs, the QDIIs) are not accustomed to taking instructions from our Company, the Directors, the chief executive of our Company, the single largest group of shareholders, substantial shareholders or existing shareholders, or any of their subsidiaries or their respective close associates, in relation to the acquisition, disposal, voting or other disposition of H Shares registered in their names or otherwise held by them; and (iv) none of the Cornerstone Investors' subscription of the relevant Offer Shares is financed, funded or supported, directly or indirectly, by our Company, the Directors, the chief executive, the single largest group of shareholders, substantial shareholders or existing shareholders, or any subsidiary or their respective close associates.

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CORNERSTONE INVESTORS

To the best knowledge of our Company and as confirmed by each Cornerstone Investor, they have made independent investment decisions to enter into the Cornerstone Investment Agreements, and the subscription to be made pursuant to the Cornerstone Investment will be funded by their own internal resources, the resources of their shareholders, or assets managed by them for investors (if the Cornerstone Investor is a fund or investment manager), and each of them has sufficient funds to settle their respective investments under the Cornerstone Placing.

Save as disclosed under "— Cornerstone Investors" below, none of the other Cornerstone Investors or their shareholders is listed on any stock exchange. The Cornerstone Investors have also confirmed that all necessary approvals have been obtained for the Cornerstone Investment, and that no special approval from any stock exchange (if applicable) or their shareholders is required in respect of the relevant Cornerstone Investment. Save for the guaranteed allocation of the relevant Offer Shares at the Final Offer Price, the Cornerstone Investors do not have any preferential rights under the Cornerstone Investment Agreements as compared to other public shareholders. Save for the Cornerstone Investment Agreements, and as confirmed by each Cornerstone Investor, there are no side agreements or arrangements between us and the Cornerstone Investors, nor any benefit granted directly or indirectly to the Cornerstone Investors as a result of the Global Offering or Listing, other than the guaranteed allocation of the relevant Offer Shares at the Offer Price.

In the event that the Hong Kong Public Offering is oversubscribed as described in the paragraph headed "Structure of the Global Offering — Hong Kong Public Offering — Reallocation and Claw-back" in this prospectus, the total number of Offer Shares to be subscribed for by the Cornerstone Investors (and, in the case of Cornerstone Investors who will subscribe for our Offer Shares through QDIIs, the QDIIs) pursuant to their Cornerstone Investments may be affected by the reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering. Taking into account Practice Note 15 to the Listing Rules and the discretion of the Sponsor and Overall Coordinator (for itself and on behalf of the International Underwriters) in exercising the Over-allotment Option, the number of Offer Shares to be acquired by each Cornerstone Investor may be reduced on a pro-rata basis pursuant to the terms of the Cornerstone Investment Agreements in order to satisfy the public demand in the Hong Kong Public Offering. Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment results announcement to be published by our Company on or around 31 December 2025.

The Cornerstone Investors have agreed to pay for the relevant Offer Shares they have subscribed for before the commencement of trading of our Company's shares on the Stock Exchange. Certain Cornerstone Investors have agreed that our Company and the Sponsor and Overall Coordinator may, at their sole discretion, defer the delivery of all or part of the Offer Shares subscribed by them to a date after the Listing Date. Such deferred delivery arrangement is intended to facilitate over-allocation in the International Offering. If there is no over-allocation in the International Offering, there will be no deferred delivery. In the event of deferred delivery: (i) the delivery of Offer Shares to the aforementioned Cornerstone

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CORNERSTONE INVESTORS

Investors will be deferred based on commercial negotiations with the Cornerstone Investors; (ii) the deferred delivery date shall be no later than three business days after the last exercise date of the Over-allotment Option; (iii) no additional payment will be made to the relevant Cornerstone Investors in connection with the deferred delivery arrangement; and (iv) each Cornerstone Investor has agreed that they shall still be required to pay in full for the relevant Offer Shares prior to Listing. Therefore, no deferred settlement payment will arise for the Cornerstone Investors.

Cornerstone Investors

Information regarding the cornerstone investors in connection with the cornerstone placing is set out below.

3W Fund

3W Fund Management Limited ("3W Fund") is a limited company incorporated in Hong Kong and is licensed by the Securities and Futures Commission to carry out Type 9 (asset management) regulated activities. 3W Fund has agreed to procure 3W Global Fund and 3W Rivus Fund (over which 3W Fund has discretionary investment management authority) to subscribe for the relevant number of H Shares. 3W Global Fund and 3W Rivus Fund are committed to maximizing absolute returns and seeking long-term capital growth through fundamental investment principles primarily based on a value approach. No single investor holds 30% or more of the interests in 3W Global Fund or 3W Rivus Fund. 3W Fund is wholly owned by an independent third party, namely Mr. Weiwei WU.

Qiming Venture Partners (啟明創投)

QM120 Limited ("QM120") is a company incorporated under the laws of the British Virgin Islands and is ultimately owned by Qiming Venture Partners VI, L.P. ("QVP") and Qiming Managing Directors Fund VI, L.P. ("QMDF"). QM125 Limited ("QM125") is a company incorporated under the laws of the British Virgin Islands and is owned by Qiming Venture Partners VIII Investments, LLC. Qiming Venture Partners VIII Investments, LLC is owned by Qiming Venture Partners VIII, L.P. and Qiming VIII Strategic Investors Fund, L.P. Qiming Venture Partners VIII, L.P. and Qiming VIII Strategic Investors Fund, L.P. are exempted limited partnerships registered under the laws of the Cayman Islands. Qiming GP VIII, LLC is the general partner of Qiming Venture Partners VIII, L.P. and Qiming VIII Strategic Investors Fund, L.P. Save for Gary Edward Rieschel and Duane Ziping Kuang (each being an independent third party), no other shareholder of Qiming GP VIII, LLC holds 30% or more of its equity interest.

QVP and QMDF (collectively, "Qiming Funds") are seasoned investors operated by Qiming Venture Partners (啟明創投), registered in the Cayman Islands as exempted limited partnerships, and focus on investing in early-stage companies in the technology, consumer, and healthcare sectors. Qiming GP VI, L.P. is the general partner of QVP, and Qiming Corporate GP VI, Ltd. is the general partner of Qiming GP VI, L.P. and QMDF. The voting rights and investment rights of the Qiming Funds are exercised by Qiming Corporate GP VI, Ltd. Save for Gary Edward Rieschel and Duane Ziping Kuang (each being an independent third party),

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no other shareholder of Qiming Corporate GP VI, Ltd. holds 30% or more of its equity interest. No limited partner of QVP and QMDF holds more than 30% of the partnership interests therein. Qiming Venture Partners (啟明創投) is a leading venture capital firm in China, with a portfolio that includes some of the most influential brands in their respective fields. As of December 31, 2024, Qiming Venture Partners had assets under management of over US$9.5 billion.

Aspex Master Fund

Aspex Master Fund ("AMF") is a company incorporated in the Cayman Islands and registered as a mutual fund. AMF is managed by Aspex Management (HK) Limited ("Aspex Management"), a company incorporated in Hong Kong and licensed by the Securities and Futures Commission of Hong Kong to carry out Type 9 (asset management) regulated activities in Hong Kong. Mr. Li Ho Kei is, through holding entities, the sole ultimate beneficial owner of Aspex Management and the voting controller of AMF. Mr. Li Ho Kei is an independent third party of the Company. Save for Mr. Li Ho Kei, no other investor holds 30% or more of the ultimate beneficial interest in AMF or Aspex Management.

WT Asset Management

WT Asset Management Limited ("WT Asset Management") is a limited company incorporated in Hong Kong and is licensed by the Securities and Futures Commission to carry out Type 9 (asset management) regulated activities. WT Asset Management is 100% beneficially owned by Mr. Tongshu Wang, who is an independent third party. WT Asset Management has agreed to procure certain investors over which WT Asset Management has discretionary investment management authority (namely WT China Fund Limited, WT China Focus Fund and WT Growth Fund (collectively, the "Funds")) to subscribe for the relevant number of H Shares. The Funds are managed by WT Asset Management as investment manager. The Funds invest primarily in securities of listed companies that are highly influenced by or have significant exposure to the China market, with the aim of pursuing absolute returns and long-term capital appreciation. Investors in the Funds include, but are not limited to, pension funds, funds of funds, family offices and other professional institutional investors. Save for Mr. Tongshu Wang, who holds more than 30% of the interests in each of WT Growth Fund and WT China Focus Fund, no other single ultimate beneficial owner holds 30% or more of the interests in the Funds. As of August 31, 2025, the total assets under management of the Funds amounted to approximately US$3.01 billion.

Hao Capital

Hao Great China Focus Fund (the "Fund") is a fund incorporated in the Cayman Islands and is co-managed by Hao Capital Management Limited ("Hao Capital") and Hao Advisors Management Limited ("Hao Advisors"). Hao Capital was incorporated in April 2014 and is recognized by the Cayman Islands Monetary Authority as the investment manager of the Fund. Hao Advisors was incorporated in Hong Kong in October 2014, holds a Type 9 (asset management) license issued by the Securities and Futures Commission of Hong Kong, and serves as the investment advisor of the Fund.

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Hao Advisors manages assets on behalf of global institutional investors, with clients ranging from single and multi-family offices to insurance companies. Hao Capital holds all management shares of the Fund. Hao Capital and Hao Advisors are ultimately wholly owned by Mr. Zhang Hao, an independent third party. No single investor holds 30% or more of the interests in the Fund.

Ping An Life Insurance (平安人壽保險)

China Ping An Asset Management (Hong Kong) Co., Limited (平安資產香港) ("Ping An Asset Management Hong Kong") was established in May 2006 and is an indirect wholly-owned subsidiary of Ping An Insurance (Group) Company of China, Ltd. (平安集團) ("Ping An Group") (a limited company incorporated in China, with shares listed on The Stock Exchange of Hong Kong Limited (stock code: 2318) and the Shanghai Stock Exchange (stock code: 601318)), and serves as the primary entity responsible for Ping An Group's overseas investment management business. Ping An Asset Management Hong Kong acts as investment manager for Ping An Life Insurance Company of China, Ltd. (平安人壽保險) ("Ping An Life Insurance") on a discretionary basis. It has entered into the cornerstone investment agreement on behalf of Ping An Life Insurance. Ping An Life Insurance, a subsidiary of Ping An Group, will hold the Offer Shares on behalf of the policyholders of its participating life insurance (each of whom is an individual and none of whom holds 30% or more of the interests in the participating life insurance accounts of Ping An Life Insurance).

Ping An Life Insurance was established in 2002 and is a key subsidiary of Ping An Group. Ping An Life Insurance is one of China's leading life insurance companies, offering insurance products including life, health and accident insurance. It serves customers through multiple distribution channels including individual agents, bancassurance, and telesales.

Huadeng Technology

Huadeng Technology Peak Fortitude Ventures Ltd ("Huadeng Technology") is a company incorporated in the British Virgin Islands. No shareholder of Huadeng Technology holds 30% or more of its equity interest.

Lion Global

Since its establishment in Singapore in 1986, Lion Global Investors Limited ("Lion Global"), as a locally-grown asset management company, has remained committed to providing tailored investment solutions for investors and has established itself as one of Singapore's leading asset management institutions.

Lion Global operates across ASEAN and Greater China under an integrated group model, with a philosophy of managing client assets for the long term, and through synergies with OCBC Group and Great Eastern, assists investors in achieving wealth growth. OCBC is the second largest financial services group in Southeast Asia by assets, while Great Eastern is the oldest and most established life insurance group in Singapore and Malaysia. Leveraging its deep local parentage and heritage, together with the resources and network of Lion Global's group companies, Lion Global is uniquely positioned to provide investors with Asia-centric premier solutions.

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As of September 30, 2025, Lion Global's assets under management amounted to S$78.6 billion (approximately US$60.9 billion). Lion Global is 70% and 30% owned by Great Eastern Holdings Limited and Orient Holdings Private Limited, respectively. Great Eastern Holdings Limited (listed on the Singapore Exchange, SGX stock code: G07) and Orient Holdings Private Limited are both subsidiaries of Oversea-Chinese Banking Corporation Limited (listed on the Singapore Exchange, SGX stock code: O39).

As confirmed by Lion Global, acting in its capacity as a discretionary investment mandatee, it has entered into the cornerstone investment agreement as investment manager on behalf of the following funds and/or clients under its management: (i) LionGlobal Asia Pacific Fund; (ii) LionGlobal China Growth Fund; (iii) LionGlobal Asia High Dividend Equity Fund; and (iv) specific separate accounts and mandates managed by Lion Global Investors Limited on behalf of The Great Eastern Life Assurance Company Limited and Great Eastern Private Trust Limited. The ultimate beneficial owners of such separate accounts and mandates are The Great Eastern Life Assurance Company Limited or Great Eastern Private Trust Limited.

As of October 31, 2025: (i) save for GreatLink Asia Pacific Equity Fund, no single investor holds 30% or more of the interests in LionGlobal Asia Pacific Fund; (ii) save for GreatLink China Growth Fund, no single investor holds 30% or more of the interests in LionGlobal China Growth Fund; and (iii) save for GreatLink Asia High Dividend Equity Fund, no single investor holds 30% or more of the interests in LionGlobal Asia High Dividend Equity Fund.

GreatLink Asia Pacific Equity Fund, GreatLink China Growth Fund and GreatLink Asia High Dividend Equity Fund are all investment-linked policy (ILP) sub-funds offered by The Great Eastern Life Assurance Company Limited. The ultimate beneficial owner of each of GreatLink Asia Pacific Equity Fund, GreatLink China Growth Fund and GreatLink Asia High Dividend Equity Fund is The Great Eastern Life Assurance Company Limited.

The Great Eastern Life Assurance Company Limited and Great Eastern Private Trust Limited are both wholly-owned subsidiaries of Great Eastern Holdings Limited.

## Shanghai Jinglin (上海景林) and CICC Financial Trading Limited (in connection with the Jinglin OTC Swap)

CICC Financial Trading Limited ("CICC FT") and China International Capital Corporation Limited will enter into a series of cross-border delta-one over-the-counter swap transactions (collectively, the "Jinglin OTC Swap") among themselves and with the ultimate client ("CICC FT Ultimate Client (Jinglin)"), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the Jinglin OTC Swap, and the economic risks and returns of the relevant Offer Shares will be passed on to the CICC FT

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final client (Jinglin), and customary fees and commissions shall be payable. The Jinglin OTC Swap will be fully funded by the CICC FT final client (Jinglin). During the term of the Jinglin OTC Swap, all economic returns from the Offer Shares subscribed by CICC FT will be passed through the Jinglin OTC Swap to the CICC FT final client (Jinglin), and all economic losses will be borne by the CICC FT final client (Jinglin) through the Jinglin OTC Swap, while CICC FT will not participate in any economic returns from, or bear any economic losses in respect of, the Offer Shares. The Jinglin OTC Swap is linked to the Offer Shares, and the CICC FT final client (Jinglin) may, at its own discretion, request early termination of the Jinglin OTC Swap after the expiry of the lock-up period commencing from the date of the cornerstone investment agreement entered into between CICC FT and the Company and ending six months after the Listing Date, at which time CICC FT may dispose of the Offer Shares and settle the Jinglin OTC Swap in cash in accordance with the terms and conditions of the Jinglin OTC Swap. Although CICC FT will hold legal title to the Offer Shares in its own name, pursuant to its internal policies, it will not exercise the voting rights attached to the relevant Offer Shares during the term of the Jinglin OTC Swap. To the best knowledge of CICC FT after having made all reasonable enquiries, each CICC FT final client (Jinglin) is an independent third party of CICC FT, China International Capital Corporation Hong Kong Securities Limited ("CICC Hong Kong Securities"), and companies within the same group as CICC Hong Kong Securities, and no single ultimate beneficial owner holds 30% or more of the interests in each CICC FT final client (Jinglin).

CICC FT is a wholly-owned subsidiary of China International Capital Corporation Limited (whose shares are listed on the Shanghai Stock Exchange (stock code: 601995) and the Stock Exchange (stock code: 3908)). CICC FT is a connected client of CICC Hong Kong Securities (as defined in Appendix F1 to the Listing Rules) and holds securities on behalf of independent third parties in a non-discretionary manner.

The CICC FT final client (Jinglin) consists of certain domestic private funds managed by Shanghai Jinglin Asset Management Co., Ltd. ("Shanghai Jinglin") (including Jinglin Jingtai Fengshou Private Securities Investment Fund, Jinglin Fengshou No. 2 Fund, Jinglin Fengshou No. 3 Private Fund, Jinglin Fengshou No. 6 Private Securities Investment Fund, Jinglin Global Fund, Jinglin Jingtai Global Private Securities Investment Fund, and Jinglin Zhiyuan Private Fund), and no single ultimate beneficial owner holds 30% or more of the interests in each of such funds. Shanghai Jinglin is a private fund management company registered with the Asset Management Association of China. Shanghai Jinglin is one of the earliest and largest asset management companies in China, focusing primarily on investing in Greater China companies. Shanghai Jinglin emphasizes fundamental research, value investing, and local due diligence. Investors in the funds managed by Shanghai Jinglin include

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institutional investors and high-net-worth individual professional investors. Mr. Jiang Jinzhi is the chairman, principal shareholder, and ultimate beneficial owner of Shanghai Jinglin. No other shareholder holds 30% or more of the interests in Shanghai Jinglin. As confirmed by Shanghai Jinglin, Shanghai Jinglin will, in its capacity as fund manager of its domestic private funds, subscribe for the Offer Shares as a cornerstone investor through the TRS mechanism.

MY Asian

MY Asian Opportunities Master Fund, L.P. ("MY Asian") is a fund established in the Cayman Islands and managed by MY.Alpha Management HK Advisors Limited ("MY.Alpha"). MY.Alpha is a hedge fund manager licensed by the Securities and Futures Commission of Hong Kong to carry out Type 4 (advising on securities) and Type 9 (asset management) regulated activities, and is indirectly wholly-owned by independent third party Masahiko Yamaguchi. MY.Alpha is headquartered in Hong Kong and provides asset management services to institutional investors, endowments, foundations, funds of funds, affluent individuals, and their families. MY.Alpha's investment strategy is to invest in Asian companies using a catalyst-driven fundamental value approach, delivering stable and superior risk-adjusted investment returns that are relatively independent of the overall market. MY Asian has more than one hundred investors, and no single investor holds more than 10% of the fund interests.

Eastspring

Eastspring Investments (Singapore) Limited ("Eastspring") was established in 1994 and is headquartered in Singapore, with over 30 years of investment expertise in Asia. Eastspring is 100% ultimately owned by Prudential plc, which is a listed company with a dual primary listing on The Stock Exchange of Hong Kong (HKEX: 2378) and the London Stock Exchange (LSE: PRU), a secondary listing on the Singapore Exchange (SGX: K6S), and listed on the New York Stock Exchange (NYSE: PUK) in the form of American Depositary Receipts.

As of 30 September 2025, Eastspring has assets under management of US$286 billion. Eastspring offers a diverse range of investment strategies to institutional clients in Asia and outside Asia, and works closely with its local offices to tailor bespoke solutions for institutional clients. Acting as the discretionary investment manager of two discretionary funds (the "ESI Managed Funds"), Eastspring has agreed to participate in the Global Offering and will invest as a cornerstone investor on behalf of the ESI Managed Funds. The ESI Managed Funds comprise one open-ended mutual fund (namely EASTSPRING INVESTMENTS — ASIA OPPORTUNITIES EQUITY FUND) and one separate mandate (namely AHAPAG — ASIA PACIFIC ACTIVE GROWTH EQUITY PORTFOLIO), established in multiple jurisdictions with multiple holders. To the best knowledge, information, and belief of the Company, such holders and their ultimate beneficial owners are independent third parties. The sole ultimate beneficial owner of each of EASTSPRING INVESTMENTS — ASIA OPPORTUNITIES EQUITY FUND and AHAPAG — ASIA PACIFIC ACTIVE GROWTH EQUITY PORTFOLIO is Prudential plc.

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UBS AM Singapore

UBS Asset Management (Singapore) Ltd. ("UBS AM Singapore") is a company incorporated in Singapore in December 1993, which has entered into a cornerstone investment agreement with the Company in its capacity as investment manager on behalf of the following funds: (i) UBS (Lux) Equity Fund – Greater China (USD); (ii) UBS (Lux) Equity Fund – China Opportunity (USD); (iii) UBS (HK) Fund Series – China Opportunity Equity (USD); (iv) UBS (Lux) Equity SICAV – All China (USD); (v) UBS (Lux) Investment SICAV – China A Opportunity (USD); (vi) UBS (CAY) China A Opportunity; and (vii) certain other separately managed accounts and mandates. No single ultimate beneficial owner holds 30% or more of the interests in such funds. UBS AM Singapore is a wholly-owned subsidiary of UBS Asset Management AG, an investment management company ultimately wholly-owned by UBS Group AG, a company incorporated under Swiss law that has issued ordinary shares to investors. The shares of UBS Group AG are listed on the SIX Swiss Exchange (stock code: UBSG) and the New York Stock Exchange (stock code: UBS).

Taikang Life (泰康人壽)

Taikang Life Insurance Co., Ltd. (泰康人壽保險有限責任公司, "Taikang Life") is a company incorporated in China and is a wholly-owned subsidiary of Taikang Insurance Group Co., Ltd. (泰康保險集團股份有限公司). No shareholder holds 30% or more of the interests in Taikang Insurance Group Co., Ltd. Taikang Life provides comprehensive life protection, investment, and wealth management products and services to individuals and families. The products offered are able to meet the needs of customers in different market segments, such as children and adolescents, women, and high-income groups. They also satisfy customers' multi-dimensional needs in areas including healthcare and accident protection, pension planning, and wealth management. Taikang Insurance Group Co., Ltd. is a leading insurance and financial enterprise focused on three core businesses: insurance, asset management, and medical care. Taikang Insurance Group is headquartered in Beijing and has subsidiaries including Taikang Life, Taikang Asset, Taikang Pension, Taikang Medical, Taikang Health, and Taikang Online. Its business scope covers multiple fields including life insurance, internet property insurance, enterprise annuities, asset management, medical care, health management, and commercial real estate.

Aspirational China Growth

Aspirational China Growth GP Limited ("Aspirational China Growth") is a company incorporated in the Cayman Islands, with 95% of its equity held by Huihui Li (an independent third party). Aspirational China Growth has extensive experience in high-tech and consumer investment in Asia. It primarily invests in high-value companies in sectors including AI-related industries, fast-moving consumer goods, cosmetics, apparel, and pet care.

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Charoen Pokphand

Charoen Pokphand Robot Limited ("Charoen Pokphand") is an investment holding company incorporated in Hong Kong as a limited liability company, ultimately held 50% each by Ms. Cheng Cheung Ling and Mr. Tse Eric S Y.

Chinasoft International (神州數碼)

Chinasoft International (Hong Kong) Limited (神州數碼（香港）有限公司, "Chinasoft International") is a limited company incorporated in Hong Kong and is a wholly-owned subsidiary of Chinasoft International Group Co., Ltd. (神州數碼集團股份有限公司, "Chinasoft International Group"), a company listed on the Shenzhen Stock Exchange (stock code: 000034). Chinasoft International Group is China's leading digital transformation partner, deeply involved in information technology distribution, cloud services, and AI-driven industrial upgrading. Chinasoft International Group is listed on the Shenzhen Stock Exchange with stable operations. As the core vehicle for Chinasoft International Group's overseas business, Chinasoft International helps Chinasoft International Group connect with global resources and empowers the expansion of digital services in international markets.

**Jinxiu No. 608 and Guojun Hong Kong (in connection with Guotai Junan's back-to-back TRS and the Zhonghe OTC Swap)**

Guotai Junan Securities Investment (Hong Kong) Co., Ltd. (國泰君安證券投資（香港）有限公司, "Guojun Hong Kong") and Guotai Haitong Securities Co., Ltd. (國泰海通證券股份有限公司, "Guotai Haitong"), and Guotai Haitong and Jinxiu No. 608 Private Investment Fund (錦繡608號私募投資基金, "Jinxiu No. 608" or "Guotai Haitong final client (Zhonghe)") managed by Jinxiu Zhonghe (Tianjin) Investment Management Co., Ltd. (錦繡中和（天津）投資管理有限公司, "Zhonghe Capital") will enter into a series of cross-border Delta-one over-the-counter swap transactions (the "Zhonghe OTC Swap"). Pursuant to such transaction arrangements, Guojun Hong Kong will hold the Offer Shares in a non-discretionary manner to hedge the risk of the Zhonghe OTC Swap; after deduction of customary fees and commissions, the economic risks and returns of the relevant Offer Shares will be transferred to the Guotai Haitong final client (Zhonghe).

The Zhonghe OTC Swap will be fully funded by the Guotai Haitong final client (Zhonghe). During the subsistence of the Zhonghe OTC Swap, all economic returns generated by the Offer Shares subscribed by Guojun Hong Kong will be transferred to the Guotai Haitong final client (Zhonghe) through the swap transaction; all economic losses will also be borne by the Guotai Haitong final client (Zhonghe) through the swap transaction. Guojun Hong Kong will not participate in the distribution of any economic returns from, or bear any economic losses in respect of, the Offer Shares.

The Zhonghe OTC Swap will be linked to the Offer Shares. After the expiry of the lock-up period (as defined below in this section), the Guotai Haitong final client (Zhonghe) may, at its own discretion, request early termination of the swap transaction; at which time, Guojun Hong Kong may, in accordance with the terms and conditions of the Zhonghe OTC Swap, dispose of the Offer Shares and settle the swap transaction in cash. Although Guojun Hong Kong will

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hold legal title to the Offer Shares, pursuant to its internal policies, Guojun Hong Kong will not exercise the voting rights attached to the relevant Offer Shares during the subsistence of the Zhonghe OTC Swap.

To the best knowledge of Guojun Hong Kong, the Guotai Haitong final client (Zhonghe) is an independent third party of Guojun Hong Kong, Guotai Haitong, and companies within the same group as Guotai Haitong. Jinxiu No. 608 is held by multiple individual investors and two institutional investors (no single investor holds 30% or more of its interests). The two institutional investors include Xianjun (Shanghai) Investment Management Co., Ltd. (顯鋆（上海）投資管理有限公司, a company 65% held by independent third party Ye Feng) and Shanghai Junxin Management Consulting Partnership (Limited Partnership) (上海鋆芯管理諮詢合夥企業（有限合夥）). The single largest limited partner and general partner of Shanghai Junxin Management Consulting Partnership (Limited Partnership), Zhou Siyuan, is the chairman of Shanghai Weihao Chuangxin Investment Management Co., Ltd. (上海韋豪創芯投資管理有限公司). Shanghai Weihao Chuangxin Investment Management Co., Ltd. is an investment management company jointly established by its management team and OmniVision Integrated Circuit (Group) Co., Ltd. (豪威集成電路（集團）股份有限公司, a company listed on the Shanghai Stock Exchange (stock code: 603501)).

Guojun Hong Kong is a company incorporated in Hong Kong, primarily engaged in trading and investment businesses, and is an indirectly wholly-owned subsidiary of Guotai Haitong, whose shares are dual-listed on the Shanghai Stock Exchange (stock code: 601211) and The Stock Exchange of Hong Kong (stock code: 2611).

The Guotai Haitong final client (Zhonghe) is a private securities investment fund managed by Zhonghe Capital. Zhonghe Capital is a wholly-owned subsidiary of Jinxiu Zhonghe (Beijing) Capital Management Co., Ltd. (錦繡中和（北京）資本管理有限公司). Jinxiu Zhonghe (Beijing) Capital Management Co., Ltd. is a full-industry-chain investment company established in China in 2012, with cumulative assets under management exceeding RMB 26 billion (人民幣260億元). Drawing on years of capital market investment experience, Zhonghe Capital has completed investments in more than 200 outstanding listed companies and growth-stage enterprises, and possesses deep industry expertise and resource integration capabilities in the relevant investment fields. As of the Latest Practicable Date, Zhonghe Capital has a total of nine shareholders, of which independent third party Mr. Zhang Jingting holds 30.80% of its equity interests, and no other individual shareholder holds 30% or more of its equity interests. Mr. Zhang Jingting is an independent third party independent of Guotai Haitong and its group companies.

Southern Fund (南方基金)

Southern Fund Management Co., Ltd. was approved by the China Securities Regulatory Commission and established in China on 6 March 1998, and was restructured into a joint-stock company on 4 January 2018, renamed Southern Fund Management Co., Ltd. (南方基金管理股份有限公司, "Southern Fund"). Southern Fund is headquartered in Shenzhen.

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Southern Fund

The shareholders of Southern Fund (南方基金) include but are not limited to: (i) Huatai Securities Co., Ltd. (華泰證券股份有限公司) (holding 41.16% equity interest in Southern Fund), whose shares are listed on The Stock Exchange of Hong Kong Limited (stock code: 6886.HK), the Shanghai Stock Exchange (stock code: 601688.SH) and the London Stock Exchange (stock code: HTSC.UK); and (ii) Industrial Securities Co., Ltd. (興業證券股份有限公司) (holding 9.15% equity interest in Southern Fund), whose shares are listed on the Shanghai Stock Exchange (stock code: 601377.SH). No other shareholder holds 30% or more of the equity interest in Southern Fund.

Fullgoal Fund

Fullgoal Asset Management (HK) Limited ("Fullgoal HK") was incorporated in Hong Kong in 2012 and is a wholly-owned subsidiary of Fullgoal Fund Management Co., Ltd. (富國基金管理有限公司) ("Fullgoal Fund"). Fullgoal HK holds Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) licences issued by the Securities and Futures Commission of Hong Kong.

Fullgoal Fund is a fund management company established in China in April 1999, and is one of the first ten fund management companies to be granted comprehensive licences by regulatory authorities including the China Securities Regulatory Commission (CSRC), authorised to provide asset management services within China. Fullgoal Fund has a registered capital of RMB 520 million (万元), and its principal business covers traditional fund management services, fundraising, fund distribution and asset management solutions for both domestic and overseas clients. Fullgoal Fund is a qualified domestic institutional investor approved by the relevant PRC authorities, and is also the first fund management company with foreign shareholding among the first ten fund management companies in China. The relevant funds managed by Fullgoal Fund that intend to subscribe for the Offer Shares are all open-ended publicly offered securities investment funds registered with the CSRC.

The shareholders of Fullgoal Fund include: (i) Guotai Haitong Securities Co., Ltd. (國泰海通證券股份有限公司), holding 27.775% equity interest in Fullgoal Fund; (ii) Shenwan Hongyuan Securities Co., Ltd. (申萬宏源證券有限公司), holding 27.775% equity interest in Fullgoal Fund; (iii) Bank of Montreal, holding 27.775% interest in Fullgoal Fund; and (iv) Shandong Financial Asset Management Co., Ltd. (山東省金融資產管理股份有限公司), holding 16.675% interest in Fullgoal Fund.

Yeebo

Yeebo Kaiyuan Limited (億都開元有限公司) ("Yeebo") is incorporated in Hong Kong and its principal business is investment holding and information technology services. The company is wholly owned by Elec & Eltek (International Holdings) Limited (億都（國際控股）有限公司), an investment holding company incorporated in Bermuda whose shares are listed on The Stock Exchange of Hong Kong Limited (stock code: 259). Elec & Eltek (International Holdings) Limited is principally engaged in investment holding, and the group is principally engaged in (i) the manufacture and sale of liquid crystal displays (LCD), liquid crystal display modules (LCM), thin-film transistor modules (TFT) and capacitive touch panel modules (CTP); and (ii) the provision of AI computing and related services.

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EIP

Enhanced Investment Products Limited ("EIP") is a fund management company incorporated in Hong Kong and regulated by the Securities and Futures Commission of Hong Kong, specialising in managing offshore private investment funds and conducting asset allocation for institutional and private professional investors. EIP was founded in 2002 and generates stable and sustainable long-term returns for investors through diversified investment strategies. The majority interest in EIP is held by Vectis Trust, a discretionary trust established by Tobias Bland, founder of EIP (易亞投資), as settlor, for the benefit of his family members. No other investor holds 30% or more of the interest in EIP. EIP acts as investment manager on behalf of three funds: (1) E.I.P. China Multi-Strategy Fund SP, which is a segregated portfolio of E.I.P. Funds (Cayman Islands) SPC. The investor holding 30% or more of the interests in E.I.P. China Multi-Strategy Fund SP is a European-based fund of funds managed by a European asset management company with over 20 years of investment history managing billions of dollars in assets, with offices in Europe, Asia and North America. This European-based fund of funds is a unit trust with a highly diversified investor base, and its largest investor holds an interest in EIP China Multi-Strategy Fund that is well below 30%. (2) E.I.P. China Convertible Bond Fund SP, which is a segregated portfolio of E.I.P. Funds (Cayman Islands) SPC. No investor holds 30% or more of the interest in this fund. (3) EIP Hong Zhong Fund, which is a sub-fund of EIP Funds OFC. The investor holding 30% or more of the interests in EIP Hong Zhong Fund is a Hong Kong-based fund of funds, and no single investor holds 30% or more of the interest therein.

Tessy Holding Limited

Tessy Holding Limited is a limited liability company incorporated in the British Virgin Islands, principally engaged in equity investment business. The company is owned by six independent third parties, none of whom individually holds 30% or more of the shares of Tessy Holding Limited. As confirmed by Tessy Holding Limited, the company has no ultimate beneficial owner.

New Opportunities SPC

New Opportunities SPC is an exempted limited liability company incorporated in the Cayman Islands, registered as a segregated portfolio company, and acts on behalf of Initial Growth SP. New Opportunities SPC–Initial Growth SP is managed by Greater Bay Area Development Fund Management Limited in its capacity as investment manager. Celestial Billion Limited is the management shareholder of New Opportunities SPC–Initial Growth SP. Both Celestial Billion Limited and Greater Bay Area Development Fund Management Limited are wholly owned by Greater Bay Area Homeland Investments Limited, and no ultimate beneficial owner holds 30% or more of the equity interest in Greater Bay Area Homeland Investments Limited.

Huafu International (Hong Kong) Financial Holdings Co., Ltd. (華福國際（香港）金融控股有限公司) is the 100% participating shareholder of New Opportunities SPC–Initial Growth SP. Huafu International (Hong Kong) Financial Holdings Co., Ltd. is 100% held by Huafu Securities Co., Ltd. (華福證券有限責任公司), a company incorporated under the laws of the People's Republic of China. Huafu Securities Co., Ltd. is 46.72% owned by Fujian Financial Investment Co., Ltd. (福建省金融投資有限

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Cornerstone Investors

責任公司) and 27% owned by Fujian Investment and Development Group Co., Ltd. (福建省投資開發集團有限責任公司), both of which are ultimately wholly owned by the People's Government of Fujian Province (福建省人民政府).

The details of the cornerstone placing are set out below:

**At the Offer Price of HK$17.0 (being the lower end of the indicative offer price range stated in this prospectus)**

| Cornerstone Investor | Investment Amount(1) (US$ million) | Number of Offer Shares(2) | Assuming the Offer Size Adjustment Option is not exercised / Assuming the Over-allotment Option is not exercised — as a % of Offer Shares | Assuming the Offer Size Adjustment Option is not exercised / Assuming the Over-allotment Option is not exercised — as a % of our issued | Assuming the Over-allotment Option is exercised in full — as a % of Offer Shares | Assuming the Over-allotment Option is exercised in full — as a % of our issued | |---|---|---|---|---|---|---|

Share Capital

▶

Shares | Approximate % of Offer Shares | Approximate % of Total Issued Share Capital | Approximate % of Offer Shares | Approximate % of Total Issued Share Capital ---|---|---|---|---

| | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is fully exercised | | |---|---|---|---|---|---|---|---| | | Approximate % of Offer Shares | Approximate % of Total Issued Share Capital | Approximate % of Offer Shares | Approximate % of Total Issued Share Capital | Approximate % of Offer Shares | Approximate % of Total Issued Share Capital | Approximate % of Offer Shares | Approximate % of Total Issued Share Capital |

| Cornerstone Investor | Shares | | | | | | | | |---|---|---|---|---|---|---|---|---| | 3W Fund | 80.0 | 36,628,600 | 14.79% | 1.55% | 12.86% | 1.53% | 12.86% | 1.53% | 11.18% | 1.50% | | 啟明創投 (Qiming Venture Partners) | 35.0 | 16,024,800 | 6.47% | 0.68% | 5.63% | 0.67% | 5.63% | 0.67% | 4.89% | 0.66% | | QM125 | 20.0 | 9,157,000 | 3.70% | 0.39% | 3.21% | 0.38% | 3.21% | 0.38% | 2.80% | 0.38% | | QM120 | 15.0 | 6,867,800 | 2.77% | 0.29% | 2.41% | 0.29% | 2.41% | 0.29% | 2.10% | 0.28% | | AMF | 30.0 | 13,735,600 | 5.55% | 0.58% | 4.82% | 0.57% | 4.82% | 0.57% | 4.19% | 0.56% | | WT Asset Management | 30.0 | 13,735,600 | 5.55% | 0.58% | 4.82% | 0.57% | 4.82% | 0.57% | 4.19% | 0.56% | | Hao Great China Focus Fund | 20.0 | 9,157,000 | 3.70% | 0.39% | 3.21% | 0.38% | 3.21% | 0.38% | 2.80% | 0.38% | | 平安人壽保險 (Ping An Life Insurance) | 15.0 | 6,867,800 | 2.77% | 0.29% | 2.41% | 0.29% | 2.41% | 0.29% | 2.10% | 0.28% | | Huadeng Technology | 15.0 | 6,867,800 | 2.77% | 0.29% | 2.41% | 0.29% | 2.41% | 0.29% | 2.10% | 0.28% | | Lion Global | 15.0 | 6,867,800 | 2.77% | 0.29% | 2.41% | 0.29% | 2.41% | 0.29% | 2.10% | 0.28% | | CICC FT | 15.0 | 6,867,800 | 2.77% | 0.29% | 2.41% | 0.29% | 2.41% | 0.29% | 2.10% | 0.28% | | MY Asian | 12.0 | 5,494,200 | 2.22% | 0.23% | 1.93% | 0.23% | 1.93% | 0.23% | 1.68% | 0.23% | | Eastspring | 10.0 | 4,578,400 | 1.85% | 0.19% | 1.61% | 0.19% | 1.61% | 0.19% | 1.40% | 0.19% | | UBS AM Singapore | 10.0 | 4,578,400 | 1.85% | 0.19% | 1.61% | 0.19% | 1.61% | 0.19% | 1.40% | 0.19% | | 泰康人壽 (Taikang Life Insurance) | 10.0 | 4,578,400 | 1.85% | 0.19% | 1.61% | 0.19% | 1.61% | 0.19% | 1.40% | 0.19% | | Aspirational China Growth | 10.0 | 4,578,400 | 1.85% | 0.19% | 1.61% | 0.19% | 1.61% | 0.19% | 1.40% | 0.19% | | Charoen Pokphand | 10.0 | 4,578,400 | 1.85% | 0.19% | 1.61% | 0.19% | 1.61% | 0.19% | 1.40% | 0.19% | | 神州數碼 (Digital China) | 10.0 | 4,578,400 | 1.85% | 0.19% | 1.61% | 0.19% | 1.61% | 0.19% | 1.40% | 0.19% | | 國君香港 (Guotai Junan Hong Kong) | 8.0 | 3,662,800 | 1.48% | 0.16% | 1.29% | 0.15% | 1.29% | 0.15% | 1.12% | 0.15% | | 南方基金 (China Southern Asset Management) | 8.0 | 3,662,800 | 1.48% | 0.16% | 1.29% | 0.15% | 1.29% | 0.15% | 1.12% | 0.15% |

– 344 –

Cornerstone Investors

Assuming the Offer Size Adjustment Option is not exercised | Assuming the Over-allotment Option is not exercised | Assuming the Over-allotment Option is fully exercised

Approximate % of Offer Shares | Approximate % of Our Total Issued Share Capital | Approximate % of Offer Shares | Approximate % of Our Total Issued Share Capital

Share Capital

▶

At an offer price of HK$18.3 (i.e., the mid-point of the indicative offer price range set out in this prospectus)

| | Investment Amount (Million USD) | Number of Offer Shares | Approx. % of Offer Shares (Over-allotment Option not exercised) | Approx. % of our total issued share capital (Over-allotment Option not exercised) | Approx. % of Offer Shares (Over-allotment Option fully exercised) | Approx. % of our total issued share capital (Over-allotment Option fully exercised) | Approx. % of Offer Shares (Over-allotment Option not exercised) | Approx. % of our total issued share capital (Over-allotment Option not exercised) | Approx. % of Offer Shares (Over-allotment Option fully exercised) | Approx. % of our total issued share capital (Over-allotment Option fully exercised) | |---|---|---|---|---|---|---|---|---|---|---| | **Cornerstone Investors** | | | **Assuming the Upsize Option is not exercised** | | **Assuming the Upsize Option is fully exercised** | | | | | | | 富国基金 (Fullgoal Fund) | 8.0 | 3,662,600 | 1.48% | 0.16% | 1.29% | 0.15% | 1.29% | 0.15% | 1.12% | 0.15% | | Fullgoal HK | 4.8 | 2,197,600 | 0.89% | 0.09% | 0.77% | 0.09% | 0.77% | 0.09% | 0.67% | 0.09% | | Yeebo | 3.2 | 1,465,000 | 0.59% | 0.06% | 0.51% | 0.06% | 0.51% | 0.06% | 0.45% | 0.06% | | EIP | 6.5 | 2,976,000 | 1.20% | 0.13% | 1.04% | 0.12% | 1.04% | 0.12% | 0.91% | 0.12% | | Tessy Holding Limited | 5.0 | 2,289,200 | 0.92% | 0.10% | 0.80% | 0.10% | 0.80% | 0.10% | 0.70% | 0.09% | | New Opportunities SPC | 5.0 | 2,289,200 | 0.92% | 0.10% | 0.80% | 0.10% | 0.80% | 0.10% | 0.70% | 0.09% | | (unnamed) | 5.0 | 2,289,200 | 0.92% | 0.10% | 0.80% | 0.10% | 0.80% | 0.10% | 0.70% | 0.09% | | **Total** | **372.5** | **170,549,200** | **68.86%** | **7.23%** | **59.87%** | **7.12%** | **59.87%** | **7.12%** | **52.06%** | **6.99%** |

Notes: (1) Investment Amount (2) Number of Offer Shares

Assuming the Upsize Option is not exercised

Assuming the Upsize Option is fully exercised

Assuming the Over-allotment Option is not exercised

Assuming the Over-allotment Option is fully exercised

Assuming the Over-allotment Option is not exercised

Assuming the Over-allotment Option is fully exercised

Approximate percentage of Offer Shares

Approximate percentage of our total issued share capital

Approximate percentage of Offer Shares

Approximate percentage of our total issued share capital

Approximate percentage of Offer Shares

Approximate percentage of our total issued share capital

Approximate percentage of Offer Shares

Approximate percentage of our total issued share capital

Share Capital

▶

Issued Share Capital

Approximate % of Approximate Total

(2)

Percentage

3W Fund

80.0 34,026,600

13.74%

1.44%

11.95%

1.42%

11.95%

1.42%

10.39%

1.40%

Qiming Venture Partners (啟明創投)

35.0 14,886,600

6.01%

0.63%

5.23%

0.62%

5.23%

0.62%

4.54%

0.61%

QM125 QM120 AMF WT Asset Management

20.0 15.0 30.0 30.0

3.43% 2.58% 5.15% 5.15%

0.36% 0.27% 0.54% 0.54%

2.99% 2.24% 4.48% 4.48%

0.36% 0.27% 0.53% 0.53%

2.99% 2.24% 4.48% 4.48%

0.36% 0.27% 0.53% 0.53%

2.60% 1.95% 3.90% 3.90%

0.35% 0.26% 0.52% 0.52%

Cornerstone Investors

(1)

(USD million)

8,506,600 6,380,000 12,760,000 12,760,000

– 345 –

Cornerstone Investors Assuming the Offer Size Adjustment Option is not exercised

Cornerstone Investors

Assuming the Offer Size Adjustment Option is exercised in full

Assuming the Over-allotment Option

is not exercised

is exercised in full

is not exercised

is exercised in full

As a % of the Offer

As a % of our Issued

As a % of the Offer

As a % of our Issued

As a % of the Offer

As a % of our Issued

As a % of the Offer

As a % of our Issued

Share Capital

▶

Issued Share Capital

Approximate total of / Approximate total of / Approximate total of / Approximate total of

Investment

Offer Shares

| | Amount (1) (USD millions) | Number (2) | % of Offer Shares | % of Approx. Total | % of Offer Shares | % of Approx. Total | % of Offer Shares | % of Approx. Total | % of Offer Shares | % of Approx. Total | |---|---|---|---|---|---|---|---|---|---|---| | Hao Great China Focus Fund | 20.0 | 8,506,600 | 3.43% | 0.36% | 2.99% | 0.36% | 2.99% | 0.36% | 2.60% | 0.35% | | Ping An Life Insurance (平安人壽保險) | 15.0 | 6,380,000 | 2.58% | 0.27% | 2.24% | 0.27% | 2.24% | 0.27% | 1.95% | 0.26% | | Huadeng Technology | 15.0 | 6,380,000 | 2.58% | 0.27% | 2.24% | 0.27% | 2.24% | 0.27% | 1.95% | 0.26% | | Lion Global | 15.0 | 6,380,000 | 2.58% | 0.27% | 2.24% | 0.27% | 2.24% | 0.27% | 1.95% | 0.26% | | CICC FT | 15.0 | 6,380,000 | 2.58% | 0.27% | 2.24% | 0.27% | 2.24% | 0.27% | 1.95% | 0.26% | | MY Asian | 12.0 | 5,104,000 | 2.06% | 0.22% | 1.79% | 0.21% | 1.79% | 0.21% | 1.56% | 0.21% | | Eastspring | 10.0 | 4,253,200 | 1.72% | 0.18% | 1.49% | 0.18% | 1.49% | 0.18% | 1.30% | 0.17% | | UBS AM Singapore | 10.0 | 4,253,200 | 1.72% | 0.18% | 1.49% | 0.18% | 1.49% | 0.18% | 1.30% | 0.17% | | Taikang Life Insurance (泰康人壽) | 10.0 | 4,253,200 | 1.72% | 0.18% | 1.49% | 0.18% | 1.49% | 0.18% | 1.30% | 0.17% | | Aspirational China Growth | 10.0 | 4,253,200 | 1.72% | 0.18% | 1.49% | 0.18% | 1.49% | 0.18% | 1.30% | 0.17% | | Charoen Pokphand | 10.0 | 4,253,200 | 1.72% | 0.18% | 1.49% | 0.18% | 1.49% | 0.18% | 1.30% | 0.17% | | Digital China (神州數碼) | 10.0 | 4,253,200 | 1.72% | 0.18% | 1.49% | 0.18% | 1.49% | 0.18% | 1.30% | 0.17% | | Guotai Junan Hong Kong (國君香港) | 8.0 | 3,402,600 | 1.37% | 0.14% | 1.19% | 0.14% | 1.19% | 0.14% | 1.04% | 0.14% | | China Southern Fund (南方基金) | 8.0 | 3,402,600 | 1.37% | 0.14% | 1.19% | 0.14% | 1.19% | 0.14% | 1.04% | 0.14% | | Fullgoal Fund (富國基金) | 8.0 | 3,402,600 | 1.37% | 0.14% | 1.19% | 0.14% | 1.19% | 0.14% | 1.04% | 0.14% | | Fullgoal Fund (富國基金) | 4.8 | 2,041,600 | 0.82% | 0.09% | 0.72% | 0.09% | 0.72% | 0.09% | 0.62% | 0.08% | | Fullgoal HK | 3.2 | 1,361,000 | 0.55% | 0.06% | 0.48% | 0.06% | 0.48% | 0.06% | 0.42% | 0.06% | | Yeebo | 6.5 | 2,764,600 | 1.12% | 0.12% | 0.97% | 0.12% | 0.97% | 0.12% | 0.84% | 0.11% | | EIP | 5.0 | 2,126,600 | 0.86% | 0.09% | 0.75% | 0.09% | 0.75% | 0.09% | 0.65% | 0.09% | | Tessy Holding Limited | 5.0 | 2,126,600 | 0.86% | 0.09% | 0.75% | 0.09% | 0.75% | 0.09% | 0.65% | 0.09% | | New Opportunities SPC | 5.0 | 2,126,600 | 0.86% | 0.09% | 0.75% | 0.09% | 0.75% | 0.09% | 0.65% | 0.09% | | **Total** | **372.5** | **158,435,200** | **63.96%** | **6.72%** | **55.62%** | **6.61%** | **55.62%** | **6.61%** | **48.37%** | **6.50%** |

– 346 –

**Corner Stone Investors** At the Offer Price of HK$19.6 (i.e., the upper limit of the indicative offer price range set out in this prospectus)

Corner Stone Investors

Assuming the Offer Size Adjustment Option is not exercised / Assuming the Over-allotment Option / Assuming the Over-allotment Option is not exercised / is exercised in full

% of Offer Shares / % of our issued [shares] / % of Offer Shares / % of our issued [shares]

Share Capital

▶

| Shares | Approx. % of | Approx. % of | Approx. % of | Approx. % of | Approx. % of | Approx. % of | Approx. % of | Approx. % of | |---|---|---|---|---|---|---|---|---| | | Issued Share Capital | Total | Issued Share Capital | Total | Issued Share Capital | Total | Issued Share Capital | Total | | | Approx. % | Approx. % | Approx. % | Approx. % | Approx. % | Approx. % | Approx. % | Approx. % |

| 31,769,600 | 12.83% | 1.35% | 11.15% | 1.33% | 11.15% | 1.33% | 9.70% | 1.30% | | 13,899,200 | 5.61% | 0.59% | 4.88% | 0.58% | 4.88% | 0.58% | 4.24% | 0.57% | | 7,942,400 | 3.21% | 0.34% | 2.79% | 0.33% | 2.79% | 0.33% | 2.42% | 0.33% | | 5,956,800 | 2.40% | 0.25% | 2.09% | 0.25% | 2.09% | 0.25% | 1.82% | 0.24% | | 11,913,600 | 4.81% | 0.51% | 4.18% | 0.50% | 4.18% | 0.50% | 3.64% | 0.49% | | 11,913,600 | 4.81% | 0.51% | 4.18% | 0.50% | 4.18% | 0.50% | 3.64% | 0.49% |

| Investment Amount (1) (USD millions) | Cornerstone Investor | No. of Offer Shares (2) | Approx. % of Issued Share Capital | Approx. % of Total | Approx. % of Issued Share Capital | Approx. % of Total | Approx. % of Issued Share Capital | Approx. % of Total | Approx. % of Issued Share Capital | Approx. % of Total | |---|---|---|---|---|---|---|---|---|---|---| | 80.0 | 3W Fund | 31,769,600 | — | — | — | — | — | — | — | — | | 35.0 | 啟明創投 (Qiming Venture Partners) | 13,899,200 | — | — | — | — | — | — | — | — | | 20.0 | QM125 | 7,942,400 | 3.21% | 0.34% | 2.79% | 0.33% | 2.79% | 0.33% | 2.42% | 0.33% | | 15.0 | QM120 | 5,956,800 | 2.40% | 0.25% | 2.09% | 0.25% | 2.09% | 0.25% | 1.82% | 0.24% | | 15.0 | AMF | 5,956,800 | 2.40% | 0.25% | 2.09% | 0.25% | 2.09% | 0.25% | 1.82% | 0.24% | | 15.0 | WT Asset Management | 5,956,800 | 2.40% | 0.25% | 2.09% | 0.25% | 2.09% | 0.25% | 1.82% | 0.24% | | 15.0 | Hao Great China Focus Fund | 5,956,800 | 2.40% | 0.25% | 2.09% | 0.25% | 2.09% | 0.25% | 1.82% | 0.24% | | 12.0 | 平安人壽保險 (Ping An Life Insurance) | 4,765,400 | 1.92% | 0.20% | 1.67% | 0.20% | 1.67% | 0.20% | 1.45% | 0.20% | | 10.0 | Huadeng Technology | 3,971,200 | 1.60% | 0.17% | 1.39% | 0.17% | 1.39% | 0.17% | 1.21% | 0.16% | | 10.0 | Lion Global | 3,971,200 | 1.60% | 0.17% | 1.39% | 0.17% | 1.39% | 0.17% | 1.21% | 0.16% | | 10.0 | CICC FT | 3,971,200 | 1.60% | 0.17% | 1.39% | 0.17% | 1.39% | 0.17% | 1.21% | 0.16% | | 10.0 | MY Asian | 3,971,200 | 1.60% | 0.17% | 1.39% | 0.17% | 1.39% | 0.17% | 1.21% | 0.16% | | 10.0 | Eastspring | 3,971,200 | 1.60% | 0.17% | 1.39% | 0.17% | 1.39% | 0.17% | 1.21% | 0.16% | | 10.0 | UBS AM Singapore | 3,971,200 | 1.60% | 0.17% | 1.39% | 0.17% | 1.39% | 0.17% | 1.21% | 0.16% | | 8.0 | 泰康人壽 (Taikang Life Insurance) | 3,176,800 | 1.28% | 0.13% | 1.12% | 0.13% | 1.12% | 0.13% | 0.97% | 0.13% | | 8.0 | Aspirational China Growth | 3,176,800 | 1.28% | 0.13% | 1.12% | 0.13% | 1.12% | 0.13% | 0.97% | 0.13% | | 8.0 | Charoen Pokphand | 3,176,600 | 1.28% | 0.13% | 1.12% | 0.13% | 1.12% | 0.13% | 0.97% | 0.13% | | 4.8 | 神州數碼 (Digital China) | 1,906,000 | 0.77% | 0.08% | 0.67% | 0.08% | 0.67% | 0.08% | 0.58% | 0.08% | | 3.2 | 國君香港 (Guotai Junan Hong Kong) | 1,270,600 | 0.51% | 0.05% | 0.45% | 0.05% | 0.45% | 0.05% | 0.39% | 0.05% | | 6.5 | 南方基金 (China Southern Asset Management) | 2,581,200 | 1.04% | 0.11% | 0.91% | 0.11% | 0.91% | 0.11% | 0.79% | 0.11% | | 5.0 | 富國基金 (Fullgoal Fund) | 1,985,600 | 0.80% | 0.08% | 0.70% | 0.08% | 0.70% | 0.08% | 0.61% | 0.08% | | 5.0 | 富國基金 (Fullgoal Fund) | 1,985,600 | 0.80% | 0.08% | 0.70% | 0.08% | 0.70% | 0.08% | 0.61% | 0.08% | | 5.0 | Fullgoal HK | 1,985,600 | 0.80% | 0.08% | 0.70% | 0.08% | 0.70% | 0.08% | 0.61% | 0.08% | | — | Yeebo | — | — | — | — | — | — | — | — | — | | — | EIP | — | — | — | — | — | — | — | — | — | | — | Tessy Holding Limited | — | — | — | — | — | — | — | — | — | | — | New Opportunities SPC | — | — | — | — | — | — | — | — | — | | 372.5 | **Total** | **147,926,400** | **59.72%** | **6.27%** | **51.93%** | **6.17%** | **51.93%** | **6.17%** | **45.16%** | **6.07%** |

– 347 –

Cornerstone Investors

Notes:

(1) The investment amounts do not include brokerage commissions, SFC transaction levies, AFRC transaction levies, or Stock Exchange trading fees, and have been calculated based on the exchange rate set out in the section headed "Information about this Prospectus and the Global Offering — Currency Conversion" in this prospectus.

(2) Rounded down to the nearest whole board lot of 200 H Shares, and calculated based on the exchange rate set out in the section headed "Information about this Prospectus and the Global Offering — Currency Conversion" in this prospectus.

Conditions to Completion

The obligations of each cornerstone investor to subscribe for the Offer Shares pursuant to their respective cornerstone investment agreements are subject to, among other things, the following conditions to completion:

(i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement have been entered into no later than the time and date specified in the Hong Kong Underwriting Agreement and the International Underwriting Agreement, and have become effective and unconditional (in accordance with their respective original terms or as subsequently waived or amended by agreement among the parties thereto), and neither the Hong Kong Underwriting Agreement nor the International Underwriting Agreement has been terminated;

(ii) the Company and the Sponsor and Overall Coordinator (for itself and on behalf of the Global Offering underwriters) have agreed on the Offer Price;

(iii) the Listing Committee has approved the listing and trading of the H Shares (including the shares to be subscribed under the cornerstone placing) and all other applicable waivers and approvals, and such approvals, permits or waivers have not been withdrawn prior to the commencement of trading of the H Shares on the Stock Exchange;

(iv) no governmental authority has enacted or promulgated any law prohibiting the completion of the Global Offering or the transactions contemplated under the respective cornerstone investment agreements, and no court of competent jurisdiction has issued any order or injunction preventing or prohibiting the completion of such transactions; and

(v) each cornerstone investor's respective representations, warranties, acknowledgements, undertakings and confirmations under their respective cornerstone investment agreements are (as of the date of the respective cornerstone investment agreements) and will be (as of the Listing Date) accurate, true and complete in all respects and not misleading or fraudulent, and the relevant cornerstone investor has not materially breached their respective cornerstone investment agreements.

– 348 –

Cornerstone Investors

Lock-up Restrictions on Cornerstone Investors

As AI applications continue to expand, an increasing number of enterprises across various industries are creating innovative AI products and services, significantly driving up demand for computing power. Key industries (including data centers, AI solutions, and the internet) are at the forefront of competition, substantially increasing their investment in computing power and related infrastructure. Furthermore, leading enterprises in these industries dominate capital expenditure on computing power. Accordingly, we strategically focus on key industries with high computing power demands, establishing strategic partnerships with major customers across various sectors. The industries on which we focus our deployment include AI data centers, telecommunications, AI solutions, energy and utilities, fintech, and the internet. Leveraging localized expertise and a real-time customer support system, our solutions are dedicated to meeting the unique needs of these customers.

•

In 2023, our intelligent computing solutions began generating revenue. For the year ended 31 December 2024 and the six months ended 30 June 2025, our specialized technology products served 14 and 12 customers, respectively, contributing revenue of RMB336.8 million and RMB58.9 million, respectively.

•

As of the Latest Practicable Date, our specialized technology products had 24 outstanding binding orders with a total value of approximately RMB821.8 million.

•

Furthermore, as of the Latest Practicable Date, we had entered into five framework sales agreements and 24 sales contracts in respect of our specialized technology products, with a total value of approximately RMB1,240.7 million, which will contribute to our future revenue upon realization.

Basis of Presentation

Financial Information

▶

FINANCIAL INFORMATION

Factors Affecting Our Operating Results and Financial Condition

We believe that our operating results are primarily affected by the following factors:

Our Ability to Serve Customers and Capture Market Share

Our business performance depends on the growth in market demand for intelligent computing chips and our ability to serve customers and capture market share with intelligent computing solutions. Our management and sales team possesses extensive industry experience and deep knowledge, enabling us to effectively build our brand and acquire customers. We strategically focus on key industries with high computing power demands and establish strategic cooperative relationships with major customers across various industries. The industries on which we focus include AI data centers, telecommunications, AI solutions, energy and utilities, fintech, and internet sectors. By providing services to industry leaders and establishing partnerships with major customers, we understand, identify, and prioritize the core needs of target customers in these industries, and expect to accelerate the market deployment of our intelligent computing solutions and further expand our influence in other areas of these industries. We have also established strategic partnerships with various companies in the industry value chain to build an active hardware and software ecosystem, expand our influence within the industry, and reach a broader base of potential customers. Furthermore, after customers enter into binding sales orders with us, we ensure stable and timely deployment of intelligent computing solutions and provide high-quality customer support, and are committed to maintaining stable and long-lasting business relationships with customers, thereby increasing our share of customer demand and enhancing our long-term financial performance.

During the track record period, we continuously expanded our customer base. In 2024, we had 14 customers for our specialist technology products, contributing revenue of RMB 336.8 million. As of the Latest Practicable Date, we have entered into five framework sales agreements and 24 sales contracts for our specialist technology products, with a total value of approximately RMB 1,240.7 million, which will contribute to our future revenue upon realization.

Our Ability to Continuously Develop New Technologies and Solutions

Our business performance will depend on our ability to continuously enhance our technology and enrich our product portfolio in order to better meet the dynamically changing needs of our customers and expand our revenue streams. Our core technologies primarily encompass GPGPU architecture, SoC design, hardware system design, and software technology. For details, please refer to "Business — Core Technologies Applied in Our Specialist Technology Products." Since our establishment, our business activities have been focused on our specialist technology products. Our specialist technology products are comprehensive general-purpose intelligent computing solutions, consisting of GPGPU-based hardware and computing software platforms

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Financial Information

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Financial Data

台BIRENSUPA was formed. Our continuous development of superior new technologies and our commitment to improving the breadth and quality of our solutions will further enable us to meet the computing power demands of diverse application scenarios and enhance our brand recognition, thereby allowing us to capture greater market share and improve our financial performance over the long term.

We believe that research and development capabilities will be a key driver of our long-term competitiveness and business prospects. As such, we made significant investments in research and development activities during the track record period. Our research and development is led by a strong team which, as of June 30, 2025, comprised 657 experienced research and development professionals, representing approximately 83% of our total workforce. Our research and development expenditure decreased from RMB 1,017.9 million (百萬元) in 2022 to RMB 885.6 million (百萬元) in 2023, and further decreased to RMB 827.0 million (百萬元) in 2024. The fluctuations in our financial performance are consistent with the progression of our research and development stages. Due to the complexity of our intelligent computing solutions, our research and development cycles are long, which has significantly affected the volatility of our expenditures. For example, prior to the commercialization of our specialist technology products in 2022, our research and development activities were primarily focused on tape-outs and intellectual property licensing, which consequently generated substantial costs. In preparation for future marketing and sales activities in 2023, we shifted our research and development focus to NRE (Non-Recurring Engineering), resulting in a cost structure that differed significantly from that of 2022. We believe that research and development capabilities will be a key driver of our long-term competitiveness and business prospects, and we therefore expect to continue to incur significant expenditure on research and development.

Our Ability to Manage Our Supply Chain and Production Capacity in a Cost-Effective Manner

Our ability to fulfill customer orders will depend on the adequate and timely supply of raw materials, the availability of production capacity, competitively priced packaging and testing services for mass production of chips, and the timely delivery of products. Accordingly, our ability to manage our supply chain and production capacity in a cost-effective manner is critical to our success.

We operate under a fabless model, concentrating our resources on the most critical stages of the chip development process, such as chip design. To facilitate the chip design process, we utilize various items, tools, and support services provided by third-party suppliers (such as certain IP, EDA tools, and simulators), and may elect to outsource certain back-end and physical design work to design service providers. We engage third-party contract manufacturers to manufacture our GPGPU products and to procure the raw materials used in the manufacturing process.

To manage our supply chain, we focus on deepening relationships with key supplier partners to secure future supplies of raw materials and production capacity, and on broadening our supplier base in order to avoid excessive supplier concentration and over-reliance on any single supplier. In addition, we regularly monitor our inventory to maintain inventory at levels sufficient to fulfill customer orders, and we actively assess changes in market conditions and pre-stock strategic raw materials to address potential supply shortages. However,

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Risk Factors

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cancelled. Please refer to "Risk Factors — Risks Relating to Our Business and Industry — Disruptions to our supply chain may delay our development plans or commercialization efforts."

Our Ability to Improve Operational Efficiency

Our path to profitability depends in part on our ability to manage costs and optimize operational efficiency. As we are committed to developing and commercializing intelligent computing solutions, we have incurred and expect to continue to incur significant expenditures in research and development, sales activities, and general administration. We are continuously improving operational efficiency across all areas. For example, we have streamlined our project management processes to enhance R&D efficiency and shorten time-to-market. Our sales team is always prepared to seize business opportunities based on customer needs, and is able to provide precise recommendations for product design and delivery, minimizing changes and rework during subsequent production processes. We actively penetrate key selected industries with high computing power requirements by engaging industry leaders; success in these areas will enable us to build a reputation and acquire industry knowledge to continuously expand our customer base without incurring significant sales and marketing efforts and expenditure. We have also refined our administrative management to reduce communication costs and improve collaboration efficiency. Furthermore, as we increase the production volume of our commercialized products and continue to advance our product pipeline, we expect to benefit from economies of scale and further improve our operational efficiency.

Impact of Global Political and Economic Factors

Our financial condition and path to profitability have been and may be further affected by global political and economic factors, such as international relations, sanctions, and export controls. For example, with effect from October 17, 2023, the Bureau of Industry and Security (BIS) added certain entities within our Group to the Entity List, restricting our ability to purchase or otherwise obtain certain commodities, software, and technology (the "BIS List"). The BIS List directly resulted in a special loss of RMB 108.7 million recorded on certain assets in 2023, including losses relating to prepayments, intangible assets, inventories, and property, plant and equipment. For further details, please refer to "— Key Items of the Consolidated Statement of Comprehensive Loss — Special Loss on Certain Assets." We have adopted a conservative approach in recognizing such special losses and have made impairment provisions against all assets for which there are potential recoverability concerns arising from the BIS List.

Financial Information

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Financial Data Key Accounting Policies and Estimates Certain of our accounting policies require us to apply estimates and assumptions related to accounting items as well as complex judgments. The estimates and assumptions used and the judgments made in applying our accounting policies have a material impact on our financial condition and results of operations. Our management continuously evaluates such estimates, assumptions and judgments based on historical experience and other factors, including industry practices and expectations of future events, which are considered reasonable under the current circumstances. During the track record period, there have been no material deviations between our management's estimates or assumptions and actual results, nor have any material changes been made to such estimates or assumptions. We expect that there will be no material changes to these estimates and assumptions in the foreseeable future.

The following sets out the accounting policies that we consider to be critical or the most important estimates, assumptions and judgments used in the preparation of our financial statements. Our significant accounting policies, estimates, assumptions and judgments are important to understanding our financial condition and results of operations, and are further elaborated in Notes 2 and 4 to the accountants' report in Appendix I to this prospectus.

Revenue Recognition

Product Sales Intelligent Computing Solutions We provide intelligent computing solutions that enable a wide range of important applications including artificial intelligence from cloud to edge. Revenue is generated from the sale of intelligent computing solutions, which primarily comprise our core products: GPGPU-based hardware and computing software platforms. As we provide integrated services bundling our products with solution services, these are identified as a single performance obligation. Revenue is recognized when control of the intelligent computing solutions is transferred to the customer, generally upon completion of configuration and acceptance by the customer.

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 the standalone selling price based on the price charged to customers. If the standalone selling price is not directly observable, we use the expected cost-plus-margin approach or the adjusted market assessment approach to estimate it based on available observable information. We make assumptions and estimates when determining the relative selling price of each separately identifiable performance obligation, and changes in judgments regarding such assumptions and estimates may affect revenue recognition.

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Financial Information

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Financial Data

Contract transaction prices reflect the amount of consideration we expect to receive (net of payments to customers and customer agents).

Certain products are sold with support or extended warranties for integrated systems, hardware and/or software. Support and extended warranty revenue is recognised on a pro-rata basis over the service period or upon performance of services. Such revenue is included and presented as revenue from providing support or extended warranty services as described in Note 6(b) of the Accountants' Report contained in Appendix I to this prospectus.

Agency Fees

In certain hardware sales transactions, we act as an agent because we do not obtain control of the hardware before it is delivered to the buyer. When control of the product is transferred from the supplier to the buyer pursuant to the arrangement (typically upon acceptance of the hardware), we recognise revenue on a net basis.

Gross versus Net Determination in Revenue Recognition

The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we act as a principal or an agent in a transaction. If we provide significant hardware integration services and are responsible for the overall management of a contract, we are the principal in the transaction and recognise revenue at the gross amount of consideration to which we are entitled to receive from the buyer. When we act as an agent, do not have control of the relevant hardware and do not bear inventory risk, we present our revenue on a net basis.

If we do not bear primary responsibility in a transaction, generally do not bear inventory risk, and do not have the ability to determine the price, we report on a net basis the amounts received from the buyer and paid to the supplier in respect of such transactions.

Provision of Support or Extended Warranty Services

Revenue from providing extended warranty services is recognised in the accounting period in which the services are rendered.

Rental Income from Intelligent Computing Clusters

Rental income from intelligent computing clusters refers to income derived from leasing computing clusters for a period of one year. The relevant rental income is recognised on a straight-line basis over the lease term, and each leased asset is included in the consolidated statement of financial position according to its nature.

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Share Capital

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Recognized as expenses in the comprehensive loss statement, with a corresponding increase in equity.

Intangible Assets

Research and Development Expenditure

Research expenditure is recognized as an expense when incurred. Development costs can only be capitalized when all of the following conditions are met:

• It is technically feasible to complete the research and development project for use;

• Management intends to complete the research and development project for use or sale;

• There is the 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 are available to complete the development and to use or sell the research and development project; and

• The expenditure attributable to the research and development project during its development period can be reliably measured.

Other development expenditure that does not meet these criteria is recognized as an expense when incurred.

IP Licenses

IP licenses acquired separately are stated at historical cost and are amortized on a straight-line basis over their estimated finite useful life of 8 years, and thereafter carried at cost less accumulated amortization, residual value and impairment losses.

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Financial Information

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Financial Data

EDA Tools

EDA tool licenses purchased separately are stated at historical cost and amortised on a straight-line basis over their estimated finite useful lives of 1 to 10 years, thereafter carried at cost less accumulated amortisation and impairment losses.

Purchased Computer Software

Purchased computer software licenses are capitalised on the basis of the costs incurred to acquire the specific software. These costs are amortised over their estimated useful lives of 1 to 10 years.

Useful Lives

In determining the useful lives, the directors have considered (i) the estimated period over which the assets are expected to generate economic benefits for us; and (ii) the estimated useful lives of comparable companies in the market.

Investments and Other Financial Assets

We classify our financial assets into the following measurement categories:

• Financial assets subsequently measured at fair value (at fair value through other comprehensive income or profit or loss); and

• Financial assets measured at amortised cost.

Classification depends on the entity's business model for managing financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded in profit or loss or other comprehensive income. For non-trading equity instrument investments, this depends on whether we have irrevocably elected at initial recognition to account for the equity instruments at fair value through other comprehensive income (FVOCI).

We reclassify debt investments only when and only when our business model for managing those assets changes.

Financial assets purchased and sold in the regular way are recognised on the 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.

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Financial Information

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Financial Data

Redemption Liabilities

Contracts that include an obligation to repurchase the Company's own equity instruments for cash or other financial assets give rise to a financial liability measured at the present value of the redemption amount, even if the Company's obligation to purchase is contingent upon the counterparty exercising its right to redeem. As we have granted certain preferential rights to investors during the financing process, we have assumed such redemption obligations. These redemption obligations are initially recognized as financial liabilities at the present value of the redemption amount and are subsequently measured at amortized cost, with changes recognized in finance costs.

We derecognize a redemption liability only when, and only when, the redemption obligation is discharged, cancelled, or expires. The carrying amount of the derecognized redemption liability is thereafter transferred to equity.

Fair Value Estimation

To illustrate the reliability of the inputs used to determine fair value, we have classified our financial instruments into three levels in accordance with accounting standards. The valuation of Level 3 instruments primarily includes financial assets measured at fair value through profit or loss within unlisted equity investments, financial assets measured at fair value through profit or loss within structured deposits, and financial liabilities measured at fair value through profit or loss. As these instruments are not traded in active markets, their fair values are determined through the use of various applicable valuation techniques, including discounted cash flow analysis and the market approach, among others. Please refer to Note 3.3 of the Accountants' Report set out in Appendix I to this prospectus.

Impairment Testing of Property, Plant and Equipment, Right-of-Use Assets and Intangible Assets

In accordance with IAS 36 "Impairment of Assets," non-financial assets are required to be tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of the impairment review, the recoverable amount of each cash-generating unit is determined based on the higher of fair value less costs of disposal ("Fair Value Less Costs of Disposal") and value in use ("Value in Use"). Given that we have incurred continuous losses during the track record period, which constitutes an impairment indicator in the impairment testing of non-financial assets, the Company's management, with the assistance of an independent valuer, has conducted impairment tests on investment properties, property, plant and equipment, right-of-use assets, and intangible assets as at 31 December 2022, 2023 and 2024, and 30 June 2025.

(i) Impairment provisions recognized for certain property, plant and equipment and intangible assets due to sanctions

In October 2023, as a result of sanctions, certain assets (including intangible assets and property, plant and equipment acquired prior to the effective date of the sanctions) became subject to export control regulations and may be subject to export control restrictions under such regulations. Management estimated that the Company would be unable to successfully apply for export licenses in respect of the relevant assets, and accordingly recognized a full impairment loss on the relevant assets in the year ended 31 December 2023.

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Financial Information

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Financial Information (ii)

Impairment provisions made on certain intangible assets due to changes in the Group's business strategy As at 31 December 2023, the Company recognised an impairment indicator in respect of an intellectual property ("IP") licence, which was expected to no longer be used due to changes in our business strategy. We negotiated with the licensor regarding the licence fee in 2023 and determined the residual value based on the refundable licence fee as agreed under the amended licence agreement, and accordingly made an impairment provision of RMB40,301,000.

(iii) Impairment testing of remaining long-term assets As at 31 December 2022, 2023 and 2024 and 30 June 2025, each investment property was identified as a separate cash-generating unit ("CGU 1"), as we lease the investment properties and earn rental income therefrom. As the fair value less costs of disposal of the investment properties, determined based on market prices, exceeded their carrying amounts, no impairment provision was made in respect of the investment properties.

As at 31 December 2022, 2023 and 2024 and 30 June 2025, each public rental housing unit under property, plant and equipment was identified as a separate cash-generating unit ("CGU 2"), as we lease such public rental housing units to eligible employees under finance leases and earn rental income therefrom. As the fair value less costs of disposal of the public rental housing units, determined based on market values, exceeded their carrying amounts, no impairment provision was made in respect of the public rental housing units.

As our products are manufactured by outsourced third parties, the remaining assets, apart from the non-financial assets mentioned above, mainly comprise software, office equipment and office buildings related to our research and development activities. Management treats the remaining non-financial assets as a single cash-generating unit ("CGU 3"), as we operate a single business overall, focusing on the sale of GPGPUs, the sale of GPGPU embedded software and related services, and research and development activities related to GPGPUs.

As at 31 December 2022, 2023 and 2024 and 30 June 2025, the recoverable amount of CGU 3 was determined based on its value in use. The value-in-use calculation uses cash flow projections based on business plans for the purpose of the impairment review, covering an eight-year period. Management considers the length of the forecast period to be appropriate, as GPGPU companies typically require a longer period of time to reach a steady-growth state compared to companies in other industries, particularly taking into account that China's emerging GPGPU industry will grow rapidly over the coming years and we are still in the initial stage of rapid growth. We have established appropriate budgeting, forecasting and control processes to ensure the accuracy and reliability of the relevant information with reasonable certainty.

Based on the results of the above assessments conducted by management and independent external valuers, there were no impairment losses in respect of CGU 3 as at 31 December 2022, 2023 and 2024 and 30 June 2025. The headroom of CGU 3 was approximately 2.0 times, 3.1 times, 7.9 times and 10.3 times its carrying amount, respectively.

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Financial Data

The key assumptions used for the value-in-use calculation and the recoverable amount of cash-generating unit 3 are as follows:

As at 31 December / As at 30 June

| | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---| | Pre-tax discount rate | 17.00% | 16.00% | 15.20% | 15.11% | | Recoverable amount (RMB'000) | 1,050,005 | 952,393 | 2,933,184 | 4,132,576 |

Notes on Key Items of the Consolidated Statement of Comprehensive Loss

The following table sets out the consolidated statement of comprehensive loss for the years/periods indicated, derived from the accountants' report set out in Appendix I to this prospectus:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Revenue | 499 | 62,030 | 336,803 | 39,298 | 58,903 | | Cost of sales | – | (14,627) | (157,606) | (11,395) | (40,134) | | Gross profit | 499 | 47,403 | 179,197 | 27,903 | 18,769 | | Selling and marketing expenses | (58,144) | (55,999) | (51,523) | (27,645) | (27,309) | | General and administrative expenses | (199,633) | (218,006) | (244,160) | (130,885) | (123,836) | | Research and development expenses | (1,017,860) | (885,646) | (826,957) | (397,067) | (571,616) | | Special loss on certain assets | – | (108,692) | – | – | – | | Net impairment losses/(reversal) on financial assets | (201) | (1,075) | 171 | 656 | 463 | | Other income | 76,787 | 103,062 | 99,970 | 38,364 | 113,348 | | Other expenses | (1,175) | (2,181) | (2,380) | (1,190) | (5,239) | | Other gains/(losses), net | 65,899 | (24,309) | 10,534 | 9,963 | 3,116 | | Operating loss | (1,133,828) | (1,145,443) | (835,148) | (479,901) | (592,304) | | Finance income | 11,770 | 17,122 | 10,095 | 7,031 | 13,685 | | Finance costs | (352,129) | (615,737) | (713,136) | (415,557) | (1,021,907) | | Loss before income tax | (1,474,187) | (1,744,058) | (1,538,189) | (888,427) | (1,600,526) | | Income tax (expense)/credit | (125) | 103 | 89 | 89 | – | | Loss for the year/period | (1,474,312) | (1,743,955) | (1,538,100) | (888,338) | (1,600,526) |

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Financial Information

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Financial Data

Non-IFRS Measures

We use the non-IFRS measure of adjusted loss for the year/period (non-IFRS measure) when evaluating our operating performance and making financial and operating decisions. We believe that adjusted loss for the year/period (non-IFRS measure) provides useful information about our operating performance and enhances the overall understanding of our past performance and future prospects.

Adjusted loss for the year/period (non-IFRS measure) should not be considered in isolation, nor should it be construed as an alternative to loss for the year/period. The adjusted loss for the year/period (non-IFRS measure) presented herein may not be comparable to similarly named metrics presented by other companies. Other companies may calculate similarly named metrics in a different manner, which limits their usefulness as a comparative measure for our data.

We define adjusted loss for the year/period (non-IFRS measure) by adding back to loss for the year/period (i) changes in the carrying value of redemption liabilities, (ii) share-based compensation expenses, and (iii) listing expenses. We exclude these items because they are not expected to result in future cash payments. Specifically, (i) changes in the carrying value of redemption liabilities are non-cash in nature, and the redemption liabilities will be automatically converted into equity of our Company upon completion of the Global Offering; (ii) share-based compensation expenses relate to share-based awards granted to our employees and directors and are non-cash expenses; and (iii) listing expenses are related to the Global Offering.

The following table sets forth our non-IFRS measures for the periods indicated.

| | Year ended December 31 | | | Six months ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Loss for the year/period | (1,474,312) | (1,743,955) | (1,538,100) | (888,338) | (1,600,526) | | Add: | | | | | | | Changes in the carrying value of redemption liabilities | 348,030 | 603,567 | 674,309 | 383,077 | 1,010,932 | | Share-based compensation expenses | 88,031 | 80,096 | 82,633 | 58,242 | 27,165 | | Listing expenses | – | 8,927 | 13,905 | 8,810 | 10,784 | | Adjusted loss for the year/period (non-IFRS measure) | (1,038,251) | (1,051,365) | (767,253) | (438,209) | (551,645) |

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Financial Data

Revenue

Our principal sources of revenue include (i) product sales, comprising intelligent computing solutions and agency fees, (ii) provision of support or extended warranty services, and (iii) rental income from intelligent computing clusters.

Our revenue increased from RMB 0.5 million in 2022 to RMB 62.0 million in 2023, primarily due to an increase in revenue from intelligent computing solutions. We officially launched our specialized technology products in August 2022 and began generating revenue from intelligent computing solutions in 2023, with a total of 12 specialized technology product customers contributing revenue of RMB 62.0 million. Our revenue increased from RMB 62.0 million in 2023 to RMB 336.8 million in 2024, primarily due to an increase in revenue per customer. Our revenue increased from RMB 39.3 million for the six months ended 30 June 2024 to RMB 58.9 million for the six months ended 30 June 2025, primarily due to an increase in revenue from intelligent computing solutions, mainly attributable to (i) increased customer demand; and (ii) optimization of customer mix, encompassing more leading enterprises in selected industries.

The following table sets out a breakdown of our revenue by absolute amount and as a percentage of total revenue for the periods indicated.

| | Year ended 31 December | | | | Six months ended 30 June | | | | |---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | (RMB'000, except percentages) | | | | | | | (Unaudited) | | | | | **Product sales** | | | | | | | | | | | | — Intelligent computing solutions | – | – | 62,030 | 100.0 | 336,794 | 100.0 | 39,298 | 100.0 | 58,150 | 98.7 | | — Agency fees | 499 | 100.0 | – | – | – | – | – | – | – | – | | Provision of support or extended warranty services | – | – | – | – | 9 | 0.0 | – | – | 46 | 0.1 | | Rental income from intelligent computing clusters | – | – | – | – | – | – | – | – | 707 | 1.2 | | **Total** | **499** | **100.0** | **62,030** | **100.0** | **336,803** | **100.0** | **39,298** | **100.0** | **58,903** | **100.0** |

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Financial Data

Product Sales

Intelligent Computing Solutions. Our revenue from intelligent computing solutions represents revenue derived from our specialized technology products, which is generally recognized on a gross basis. Our specialized technology products have been our primary focus since inception, consisting of an integrated general-purpose intelligent computing solution comprising independently developed GPGPU-based hardware and the computing software platform BIRENSUPA. Our significant investment in specialized technology products (see "– Research and Development Expenses and Total Operating Expenses") has begun to generate revenue returns. Our specialized technology products were commercially launched in August 2022, and we began generating revenue from intelligent computing solutions in 2023. In 2024, we had 14 customers for our specialized technology products, contributing revenue of RMB336.8 million. We expect that virtually all of our future revenue will be generated from this source. Our revenue generated from intelligent computing solutions is transaction-based and is recognized when control of the goods or services is transferred to the customer.

Agency Fees. Our agency fee revenue refers to revenue earned from selling servers, other hardware equipment and software on an agency basis, and is not an indicator of our principal business performance. Our agency fee revenue is recognized on a net basis.

Provision of Support or Extended Warranty Services

Revenue from this service relates primarily to support or extended warranty services we provide to customers in respect of intelligent computing solutions already sold.

Rental Income from Intelligent Computing Clusters

Rental income from intelligent computing clusters relates primarily to our leasing of computing clusters for a period of one year, and is recognized on a straight-line basis over the lease term.

Cost of Sales

During the track record period, our cost of sales primarily comprised the cost of products sold, including the cost of intelligent computing solutions, such as semiconductor costs, tooling costs and software testing costs. Our cost of sales increased from nil in 2022 to RMB14.6 million in 2023, further increased to RMB157.6 million in 2024, and increased from RMB11.4 million for the six months ended 30 June 2024 to RMB40.1 million for the six months ended 30 June 2025, primarily due to an increase in our intelligent computing solution costs in line with business growth.

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Financial Data

The following table sets forth the breakdown of cost of sales by revenue source in absolute amounts and percentages for the periods indicated:

| | Year Ended December 31 | | | Six Months Ended June 30 | | | | |---|---|---|---|---|---|---|---| | | 2022 RMB | 2023 % | 2024 RMB | % | 2024 RMB | % | 2025 RMB | % | | | (RMB) | | (RMB) | | (RMB) | | (RMB) | | | (in thousands, except percentages) | | | | | (Unaudited) | | | | | **Product Sales** | | | | | | | | | | — Intelligent computing solutions | – | – | 14,627 | 100.0 | 157,606 | 100.0 | 11,395 | 100.0 | 40,023 | 99.7 | | — Agency fees | – | – | – | – | – | – | – | – | – | – | | Provision of support or extended warranty services | – | – | – | – | – | – | – | – | – | – | | Rental income from intelligent computing clusters | – | – | – | – | – | – | – | – | 111 | 0.3 | | **Total** | – | – | 14,627 | 100.0 | 157,606 | 100.0 | 11,395 | 100.0 | 40,134 | 100.0 |

The following table sets forth the breakdown of cost of sales by nature in absolute amounts and percentages for the periods indicated:

| | Year Ended December 31 | | | Six Months Ended June 30 | | | | |---|---|---|---|---|---|---|---| | | 2022 RMB | 2023 % | 2024 RMB | % | 2024 RMB | % | 2025 RMB | % | | | (RMB) | | (RMB) | | (RMB) | | (RMB) | | | (in thousands, except percentages) | | | | | (Unaudited) | | | | | Inventories used and consumables | – | – | 13,325 | 91.1 | 140,126 | 88.9 | 9,554 | 83.8 | 36,748 | 91.5 | | Employee benefit expenses | – | – | 22 | 0.2 | 8,900 | 5.6 | 888 | 7.8 | 985 | 2.5 | | Others(1) | – | – | 1,280 | 8.7 | 8,580 | 5.5 | 953 | 8.4 | 2,401 | 6.0 | | **Total** | – | – | 14,627 | 100.0 | 157,606 | 100.0 | 11,395 | 100.0 | 40,134 | 100.0 |

Notes: (1) Others primarily include warranty expenses, intellectual property licensing fees, depreciation and amortization, and inventory provisions.

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Financial Data Gross Profit and Gross Profit Margin

For the years 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 2025, we recorded gross profit of RMB0.5 million, RMB47.4 million, RMB179.2 million, RMB27.9 million and RMB18.8 million, respectively, with corresponding gross profit margins of 100%, 76.4%, 53.2%, 71.0% and 31.9%, respectively. Our gross profit margin decreased from 100% in 2022 to 76.4% in 2023, further declined to 53.2% in 2024, and decreased from 71.0% for the six months ended 30 June 2024 to 31.9% for the six months ended 30 June 2025, consistent with the changes in the gross profit margin of our intelligent computing solutions. Such changes were primarily attributable to product mix changes driven by specific customer requirements. In 2023, we were in the initial stage of commercialisation and generated substantial revenue from one customer. The solution we provided to that customer was a server cluster involving Bili™ 106M servers and software (for additional functions and features to meet customer requirements). In 2024, our revenue was primarily derived from PCIe card sales, mainly involving the Bili™ 106M products (without customised software components), and our gross profit margin was 53.2%, which, according to CIC, is consistent with industry levels. In the first half of 2025, the entry-level product Bili™ 106C accounted for a higher proportion of revenue, whereas in the first half of 2024, high-end products accounted for a higher proportion of revenue, and high-end products generally carry higher gross profit margins.

The following table sets out the breakdown of our gross profit and gross profit margin by revenue source for the periods indicated.

| | For the Year Ended 31 December | | | | | | For the Six Months Ended 30 June | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 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 | % | | (RMB'000, except percentages) | | | | | | (Unaudited) | | | | | | Product sales | | | | | | | | | | | | — Intelligent computing solutions | – | – | 47,403 | 76.4 | 179,188 | 53.2 | 27,903 | 71.0 | 18,127 | 31.2 | | — Agency fees | 499 | 100.0 | – | – | – | – | – | – | – | – | | Provision of support or warranty extension services | – | – | – | – | 9 | 100.0 | – | – | 46 | 100.0 | | Rental income from intelligent computing clusters | – | – | – | – | – | – | – | – | 596 | 84.3 | | Total | 499 | 100.0 | 47,403 | 76.4 | 179,197 | 53.2 | 27,903 | 71.0 | 18,769 | 31.9 |

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Financial Data Research and Development Expenses

During the track record period, all of our research and development expenses were attributable to our specialty technology products. We do not capitalize research and development expenses or allocate them by specialty technology product. During the track record period, fluctuations in our research and development expenses were primarily due to the different development stages of our research and development activities, as research and development activities at early development stages require greater research and development expenditure input.

The following table sets forth a breakdown of our research and development expenses by nature in absolute amounts and as percentages for the periods indicated:

| | Year ended December 31, | | | | Six months ended June 30, | | | | |---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | 2025 | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | (RMB'000, except percentages) | | | | | | (Unaudited) | | | | | Employee benefit expenses | 604,568 | 59.4 | 624,873 | 70.6 | 564,497 | 68.3 | 320,562 | 80.7 | 317,571 | 55.6 | | Design and development expenses | 112,633 | 11.1 | 28,617 | 3.2 | 117,139 | 14.2 | 5,537 | 1.4 | 146,618 | 25.6 | | Depreciation and amortization | 139,064 | 13.7 | 159,225 | 18.0 | 78,401 | 9.5 | 38,507 | 9.7 | 43,026 | 7.5 | | Consumables | 37,370 | 3.7 | 20,211 | 2.3 | 8,550 | 1.0 | 7,236 | 1.8 | 5,939 | 1.0 | | Intellectual property licensing fees | 73,856 | 7.3 | 8,027 | 0.9 | 2,382 | 0.3 | 1,326 | 0.3 | 1,321 | 0.2 | | Others | 50,369 | 4.8 | 44,693 | 5.0 | 55,988 | 6.7 | 23,899 | 6.1 | 57,141 | 10.1 | | Total | 1,017,860 | 100.0 | 885,646 | 100.0 | 826,957 | 100.0 | 397,067 | 100.0 | 571,616 | 100.0 |

Inventories used and employee benefit expenses.

**Employee benefit expenses.** Employee benefit expenses primarily refer to employee compensation for our research and development personnel.

**Design and development expenses.** Design and development expenses primarily refer to fees paid to third-party suppliers for research and development activities related to our non-core technologies. Our design and development expenses decreased from RMB112.6 million in 2022 to RMB28.6 million in 2023, primarily due to lower tape-out costs incurred in 2023, and subsequently increased to RMB117.1 million in 2024, primarily due to increased design service fees for new products and new solutions in 2024, and further increased from RMB5.5 million for the six months ended June 30, 2024 to RMB146.6 million for the six months ended June 30, 2025, primarily due to an increase in design service fees (primarily NRE solutions) used for the development of new products such as BR166.

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Financial Data

Depreciation and Amortization. Depreciation and amortization expenses primarily refer to the depreciation and amortization of fixed assets, intangible assets, and right-of-use assets used in research and development activities.

Inventories Used and Consumables. Inventories used and consumables primarily refer to material costs related to research and development testing during the launch of our new products.

Intellectual Property Licensing Fees. Intellectual property licensing fees refer to one-time upfront intellectual property licensing fees paid by us to third parties for use in research and development activities.

Others. Others primarily include (i) internet data center (IDC) hosting fees, (ii) IP application fees and agency fees, (iii) office and travel expenses, and (iv) expenses incurred from joint research projects with a number of leading universities.

We have consistently made substantial investments in research and development as we continuously develop intelligent computing solutions, expand our research and development team, and acquire relevant intellectual property. For the years 2022, 2023, and 2024, and for the six months ended June 30, 2024 and June 30, 2025, we incurred research and development expenses of RMB1,017.9 million, RMB885.6 million, RMB827.0 million, RMB397.1 million, and RMB571.6 million, respectively. We believe that continued investment in research and development is critical to our future growth. We will continue to invest in research and development, including recruiting more research and development talent, acquiring intellectual property licenses, facilities and equipment, and developing new products. During the Track Record Period, employee benefit expenses remained the single largest component of our research and development expenses, accounting for 59.4%, 70.6%, 68.3%, 80.7%, and 55.6% of our total research and development expenses for the years 2022, 2023, and 2024, and for the six months ended June 30, 2024 and June 30, 2025, respectively.

For a detailed breakdown of our research and development expenses, including the calculation of the research and development expenditure ratio, please refer to "— Research and Development Expenses and Total Operating Expenses."

Selling and Marketing Expenses

Our selling and marketing expenses primarily include (i) employee benefit expenses, primarily comprising employee compensation for our sales and marketing personnel, (ii) office and travel expenses incurred from our sales and marketing activities, (iii) depreciation and amortization, primarily comprising expenses attributable to property, plant and equipment and right-of-use assets allocated to our sales and marketing personnel or used in sales activities, and (iv) marketing and promotional expenses, primarily used for our product launch events and participation in industry conferences.

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Financial Data

The following table sets forth a breakdown of selling and marketing expenses by nature in absolute amounts and percentages for the periods indicated:

For the Year Ended December 31 | For the Six Months Ended June 30 ---|--- 2022 | 2023 | 2024 | 2024 | 2025 RMB | % | RMB | % | RMB | % | RMB | % | RMB | % (RMB'000, except percentages) (Unaudited)

| | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | |---|---|---|---|---|---|---|---|---|---|---| | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | (RMB'000, except percentages) | | | | | | | | | | | | | | | | | | | (Unaudited) | | | | | Employee benefit expenses | 47,078 | 81.0 | 39,947 | 71.3 | 33,608 | 65.2 | 16,565 | 59.9 | 21,138 | 77.4 | | Office and travel expenses | 2,494 | 4.3 | 12,189 | 21.8 | 10,768 | 20.9 | 6,658 | 24.1 | 4,278 | 15.7 | | Depreciation and amortization | 2,564 | 4.4 | 2,803 | 5.0 | 1,485 | 2.9 | 706 | 2.6 | 850 | 3.1 | | Marketing and promotional expenses | 5,475 | 9.4 | 416 | 0.7 | 1,363 | 2.7 | 752 | 2.7 | 99 | 0.4 | | Others⁽¹⁾ | 533 | 0.9 | 644 | 1.2 | 4,299 | 8.3 | 2,964 | 10.7 | 944 | 3.4 | | **Total** | **58,144** | **100.0** | **55,999** | **100.0** | **51,523** | **100.0** | **27,645** | **100.0** | **27,309** | **100.0** |

Note: (1) Others primarily include accrued warranty provisions and other miscellaneous expenses.

For the years 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, our selling and marketing expenses were RMB58.1 million, RMB56.0 million, RMB51.5 million, RMB27.6 million and RMB27.3 million, respectively. The decrease from 2022 to 2024 was primarily attributable to a decline in employee benefit expenses, mainly due to optimization of our remuneration structure. During the Track Record Period, employee benefit expenses remained the single largest component of our selling and marketing expenses, accounting for 81.0%, 71.3%, 65.2%, 59.9% and 77.4% of total selling and marketing expenses for the years 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, respectively.

We plan to continue investing in sales and marketing to promote our brand, deepen relationships with existing customers and attract new customers. Accordingly, we expect the absolute amount of our selling and marketing expenses to increase in the foreseeable future. At the same time, as we benefit from enhanced brand recognition, a more stable customer base and economies of scale, we expect selling and marketing expenses as a percentage of total revenue to decrease.

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Financial Data

General and Administrative Expenses

Our general and administrative expenses mainly comprise (i) employee benefit expenses, primarily referring to employee compensation for our general and administrative staff, (ii) office and travel expenses incurred in our general and administrative activities, (iii) depreciation and amortisation, primarily referring to depreciation and expenses allocated to our general and administrative staff or used in administrative activities in respect of property, plant and equipment, intangible assets and right-of-use assets, and (iv) professional service fees, primarily referring to professional service fees related to our legal, financial, tax, recruitment and other related activities (including activities in connection with the Global Offering). Our general and administrative expenses increased from RMB199.6 million in 2022 to RMB218.0 million in 2023, primarily due to an increase in office and travel expenses driven by rising office administration demand as our business expanded; and subsequently increased to RMB244.2 million in 2024, primarily due to an increase in professional service fees. Our general and administrative expenses decreased from RMB130.9 million for the six months ended 30 June 2024 to RMB123.8 million for the six months ended 30 June 2025, primarily due to a decrease in employee benefit expenses and office and travel expenses.

The following table sets forth a breakdown of our general and administrative expenses in absolute amounts and as percentages by nature during the periods indicated:

| | For the Year Ended 31 December | | | | | | For the Six Months Ended 30 June | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | (in thousands, except percentages) | | | | | | (Unaudited) | | | | | Employee benefit expenses | 117,396 | 58.8 | 114,973 | 52.7 | 115,844 | 47.4 | 71,620 | 54.7 | 56,946 | 46.0 | | Office and travel expenses | 28,775 | 14.4 | 38,367 | 17.6 | 39,925 | 16.4 | 21,783 | 16.6 | 16,977 | 13.7 | | Depreciation and amortisation | 33,687 | 16.9 | 35,453 | 16.3 | 36,014 | 14.8 | 15,892 | 12.1 | 15,200 | 12.3 | | Professional service fees | 12,319 | 6.2 | 10,534 | 4.8 | 25,456 | 10.4 | 3,781 | 2.9 | 12,881 | 10.4 | | Listing expenses | – | – | 8,927 | 4.1 | 13,905 | 5.7 | 8,810 | 6.7 | 10,784 | 8.7 | | Others(1) | 7,456 | 3.7 | 9,752 | 4.5 | 13,016 | 5.3 | 8,999 | 7.0 | 11,048 | 8.9 | | Total | 199,633 | 100.0 | 218,006 | 100.0 | 244,160 | 100.0 | 130,885 | 100.0 | 123,836 | 100.0 |

Notes: (1) Others primarily include miscellaneous items such as business taxes and surcharges.

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Financial Data

The following table sets forth a breakdown of our other income for the periods indicated:

| | Year ended December 31 | | | Six months ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Government subsidies | | | | | | | — Financial subsidies | 57,055 | 70,105 | 58,151 | 17,668 | 100,312 | | — Individual income tax refunds | 624 | 1,285 | 1,362 | 1,362 | 1,350 | | Bank deposit interest income | 17,097 | 27,915 | 36,301 | 17,266 | 7,366 | | Rental income | 1,983 | 3,757 | 4,149 | 2,068 | 1,896 | | Others | 28 | – | 7 | – | 2,424 | | Total | 76,787 | 103,062 | 99,970 | 38,364 | 113,348 |

Government subsidies primarily consist of non-recurring financial assistance from government authorities, including (i) subsidies to encourage GPU technology development; (ii) compensation for research and development expenditures; and (iii) business operation subsidies. We recognize certain financial assistance as government subsidies in other income only when we have fulfilled the applicable contractual obligations or conditions (such as compliance with financial incentive agreements or relevant government policies). During the Track Record Period, there were no unfulfilled conditions or contractual obligations associated with the government subsidies that had been recognized.

Other Net Gains or Losses

Our other net gains or losses primarily include (i) fair value gains on short-term investments measured at fair value through profit or loss, referring to structured deposits issued by reputable banks in mainland China; (ii) fair value gains on long-term investments measured at fair value through profit or loss, referring to long-term unlisted equity securities; (iii) fair value gains on convertible bonds; (iv) gains or losses on disposal of property, plant and equipment; (v) gains on disposal of right-of-use assets; (vi) impairment losses on intangible assets; (vii) donations; and (viii) net foreign exchange gains or losses. We recorded other net gains of RMB65.9 million, RMB10.5 million, RMB10.0 million and RMB3.1 million for the years 2022 and 2024 and for the six months ended June 30, 2024 and 2025, respectively, while we recorded other net losses of RMB24.3 million for the year 2023. The changes between 2022 and 2024 were primarily attributable to our recognition of impairment losses on intangible assets of RMB40.3 million in 2023, as a result of changes in our intellectual property strategy and technology

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FINANCIAL DATA

The adjustment in direction and R&D priorities led us to terminate the use of certain intellectual property licenses. The decrease from the first half of 2024 to the same period in 2025 was primarily due to changes in fair value gains on short-term investments measured at fair value through profit or loss, as well as fair value losses on long-term equity investments measured at fair value through profit or loss.

The following table sets forth the breakdown of our net other gains or losses for the periods indicated:

| | Year Ended December 31 | | | Six Months Ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Fair value gains / (losses) on long-term equity investments measured at fair value through profit or loss | 11,988 | 633 | 788 | 745 | (3,384) | | Fair value gains on short-term investments measured at fair value through profit or loss | 39,045 | 24,769 | 18,450 | 12,684 | 2,479 | | Fair value gains on convertible bonds | – | – | – | – | 364 | | Gains / (losses) on disposal of property, plant and equipment | 31 | (3,527) | 229 | 148 | 120 | | Gains on disposal of right-of-use assets | – | 595 | 218 | 218 | – | | Impairment losses on intangible assets | – | (40,301) | – | – | – | | Donations | (1,690) | (410) | (2,277) | – | – | | Net foreign exchange gains / (losses) | 16,864 | (3,658) | (4,853) | (1,965) | 3,695 | | Others | (339) | (2,410) | (2,021) | (1,867) | (158) | | **Total** | **65,899** | **(24,309)** | **10,534** | **9,963** | **3,116** |

Operating Loss

As a result of the foregoing, our operating losses for 2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025 were RMB1,133.8 million, RMB1,145.4 million, RMB835.1 million, RMB479.9 million and RMB592.3 million, respectively.

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Financial Data

Financial Income

Our financial income mainly comprises (i) interest income from cash and cash equivalents and bank deposits, and (ii) interest income from finance lease receivables. For the years 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, we recorded financial income of RMB11.8 million, RMB17.1 million, RMB10.1 million, RMB7.0 million and RMB13.7 million, respectively. The fluctuations during the track record period were primarily attributable to the volatility in interest income from our cash and cash equivalents.

Financial Costs

Our financial costs comprise (i) changes in the carrying value of redemption liabilities; (ii) interest expenses on investment intention monies; (iii) interest expenses on borrowings; and (iv) interest and finance charges paid or payable on lease liabilities and long-term payables. For the years 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, our financial costs amounted to RMB352.1 million, RMB615.7 million, RMB713.1 million, RMB415.6 million and RMB1,021.9 million, respectively. The increase during the track record period was primarily attributable to the increase in the balance of redemption liabilities.

Income Tax Expense / (Credit)

In 2022, we recorded income tax expense of RMB125 thousand, while for the years 2023 and 2024 and the six months ended 30 June 2024 and 2025, we recorded income tax credits of RMB103 thousand, RMB89 thousand, RMB89 thousand and nil, respectively.

Loss for the Year / Period

Based on the foregoing, for the years 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, we recorded losses of RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1 million, RMB888.3 million and RMB1,600.5 million, respectively.

Taxation

China

In accordance with the prevailing laws, interpretations and their established practices, the income tax provision for the Group's operations in mainland China is calculated on the taxable profits for each year presented at a tax rate of 25%.

In 2024, certain subsidiaries located in mainland China were recognised as "small and low-profit enterprises." Due to their tax loss position in 2024, these subsidiaries did not effectively benefit from the preferential enterprise income tax rate of 20%. The Group's subsidiary, Beijing Biren Technology Development Co., Ltd. (北京壁仞科技开发有限公司), holds the qualification of a High and New Technology Enterprise and is entitled to a preferential income tax rate of 15% from 2024 to 2026.

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Financial Data

The State Taxation Administration of the People's Republic of China announced in September 2018 that, from 1 January 2018 to 31 December 2020, enterprises engaged in research and development activities would be entitled to claim a 175% super-deduction of research and development expenses (the "Super Deduction"), and announced in March 2021 that such preferential deduction rate would be extended to 31 December 2023. As announced in March 2022 and September 2022, with effect from 1 January 2022, technology-based small and medium-sized enterprises would be entitled to claim a 200% super-deduction of research and development expenses, and from 1 October 2022 to 31 December 2022, other enterprises would be entitled to claim a 200% super-deduction of research and development expenses. In March 2023, the State Taxation Administration of the People's Republic of China announced that, with effect from 1 January 2023, enterprises would be entitled to claim a 200% super-deduction of research and development expenses.

The Group has made its best estimate of the Super Deduction to be claimed when determining the taxable profits of the Group's entities during the Track Record Period.

Singapore

Entities incorporated in Singapore are subject to Singapore income tax at a rate of 17% on taxable income earned in Singapore.

As the Group had no estimated taxable profits subject to Singapore income tax during the Track Record Period, no provision for Singapore income tax has been made.

Hong Kong

Entities incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 8.25% on assessable profits up to HK$2 million and at a rate of 16.5% on any part of assessable profits exceeding HK$2 million for each reporting year.

Comparison of Results of Operations for the Periods

Comparison of the Six Months Ended 30 June 2025 and the Six Months Ended 30 June 2024

Revenue

Our revenue increased from RMB39.3 million for the six months ended 30 June 2024 to RMB58.9 million for the six months ended 30 June 2025, primarily due to (i) increasing customer demand, namely the number of customers grew from 4 in the first half of 2024 to 12 in the first half of 2025, and the number of transactions increased from 9 in the first half of 2024 to 33 in the first half of 2025, and (ii) our introduction of more leading enterprises in specific industries, which optimised our customer structure and resulted in an increase in revenue from intelligent computing solutions.

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Financial Data

Cost of Sales

Our cost of sales increased from RMB11.4 million for the six months ended 30 June 2024 to RMB40.1 million for the six months ended 30 June 2025, primarily due to the increase in costs of intelligent computing solutions in line with our revenue growth. As customer demand increased, we sold more products and, accordingly, our inventories used and consumables increased from RMB9.6 million for the six months ended 30 June 2024 to RMB36.7 million for the six months ended 30 June 2025.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit decreased from RMB27.9 million for the six months ended 30 June 2024 to RMB18.8 million for the six months ended 30 June 2025. Our gross profit margin decreased from 71.0% for the six months ended 30 June 2024 to 31.9% for the six months ended 30 June 2025, consistent with the change in gross profit margin of our intelligent computing solutions. Such change was primarily due to adjustments in the product mix sold in response to specific customer requirements, with a higher proportion of revenue from high-end products in the first half of 2024 — which generally carry higher gross profit margins — whereas in the first half of 2025, the entry-level product Bili™ 106C accounted for a higher proportion of revenue.

Research and Development Expenses

Our research and development expenses increased from RMB397.1 million for the six months ended 30 June 2024 to RMB571.6 million for the six months ended 30 June 2025, primarily due to (i) an increase in design and development expenses, mainly attributable to higher design service fees (primarily NRE solutions) incurred in developing new products such as BR166; and (ii) an increase in other research and development expenses, mainly attributable to an increase in our joint research projects and the IDC hosting fees and equipment rental fees incurred in developing new products.

Selling and Marketing Expenses

Our selling and marketing expenses slightly decreased from RMB27.6 million for the six months ended 30 June 2024 to RMB27.3 million for the six months ended 30 June 2025, primarily due to a decrease in office and travel expenses (mainly attributable to our cost control measures).

General and Administrative Expenses

Our general and administrative expenses decreased from RMB130.9 million for the six months ended 30 June 2024 to RMB123.8 million for the six months ended 30 June 2025, primarily due to (i) a decrease in employee benefit expenses as a result of optimisation of the remuneration structure; and (ii) a decrease in office and travel expenses (mainly attributable to our cost control measures).

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FINANCIAL DATA

Net Reversal of Impairment on Financial Assets

Our net reversal of impairment on financial assets remained relatively stable, at RMB0.7 million for the six months ended 30 June 2024 and RMB0.5 million for the six months ended 30 June 2025.

Special Impairment Losses on Certain Assets

We did not record any special impairment losses on certain assets for the six months ended 30 June 2024 and 2025.

Other Income

Our other income increased from RMB38.4 million for the six months ended 30 June 2024 to RMB113.3 million for the six months ended 30 June 2025, primarily due to an increase in government grants, mainly because we received additional government grants from local governments during the six months ended 30 June 2025 to encourage enterprise innovation and technological advancement.

Other Expenses

Our other expenses increased from RMB1.2 million for the six months ended 30 June 2024 to RMB5.2 million for the six months ended 30 June 2025, primarily due to an increase in disposal costs of purchased raw materials that were no longer required following the adjustment in the R&D direction of the BR110 in 2025.

Net Other Gains or Losses

Our net other gains decreased from RMB10.0 million for the six months ended 30 June 2024 to RMB3.1 million for the six months ended 30 June 2025, primarily due to (i) a decrease in fair value gains on short-term investments measured at fair value through profit or loss, mainly driven by our strategic cash management; and (ii) the recording of fair value losses on long-term equity investments measured at fair value through profit or loss for the six months ended 30 June 2025, as compared to fair value gains recorded for the six months ended 30 June 2024, which was primarily attributable to changes in the fair value of unlisted securities.

Operating Loss

Due to the foregoing, our operating loss increased from RMB479.9 million for the six months ended 30 June 2024 to RMB592.3 million for the six months ended 30 June 2025.

Finance Income

Our finance income increased from RMB7.0 million for the six months ended 30 June 2024 to RMB13.7 million for the six months ended 30 June 2025, primarily due to an increase in interest income from cash and cash equivalents resulting from a higher balance of cash and cash equivalents.

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Financial Data

Finance Costs

Our finance costs increased from RMB415.6 million for the six months ended 30 June 2024 to RMB1,021.9 million for the six months ended 30 June 2025, primarily due to an increase in the balance of redemption liabilities, which was attributable to pre-IPO investments in 2025 and an increase in the fair value of the Company's equity.

Income Tax Expense / (Credit)

We had no income tax expense or credit for the six months ended 30 June 2025, while the income tax credit for the six months ended 30 June 2024 was RMB89 thousand.

Loss for the Period

As a result of the foregoing, our loss for the period increased from RMB888.4 million for the six months ended 30 June 2024 to RMB1,600.5 million for the six months ended 30 June 2025.

Comparison of the Year Ended 31 December 2024 and the Year Ended 31 December 2023

Revenue

Our revenue increased from RMB62.0 million in 2023 to RMB336.8 million in 2024, primarily due to an increase in revenue from our intelligent computing solutions, which in turn was mainly driven by an increase in revenue per customer. In 2024, our customers were primarily leading participants in specific industries, whereas in 2023 our customers were mostly smaller clients who procured our intelligent computing integrated solutions primarily for trial purposes.

Cost of Sales

Our cost of sales increased from RMB14.6 million in 2023 to RMB157.6 million in 2024, primarily due to an increase in the cost of intelligent computing solutions, consistent with the growth in our revenue.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased from RMB47.4 million in 2023 to RMB179.2 million in 2024. Our gross profit margin decreased from 76.4% in 2023 to 53.2% in 2024, consistent with the change in the gross profit margin of our intelligent computing solutions. This change was primarily attributable to a shift in the sales product mix driven by customer-specific requirements. In 2023, we were in the initial stage of commercialisation and generated a significant portion of revenue from one customer. The solution we provided to that customer was a server cluster involving Bili™ 106M and customised software with a higher gross profit margin. In 2024, our revenue was primarily derived from PCIe card sales, mainly involving the Bili™ 106M product (without software components), and our gross profit margin was 53.2%, which, according to data from Zhidao Consulting, is consistent with the industry level.

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Financial Data

Research and Development Expenses

Our research and development expenses decreased by 6.6% from RMB885.6 million in 2023 to RMB827.0 million in 2024, primarily due to (i) depreciation and amortisation decreasing from RMB159.2 million to RMB78.4 million, mainly because we recorded impairment losses on EDA tools and IP licences in 2023; and (ii) employee benefit expenses decreasing from RMB624.9 million to RMB564.5 million, mainly due to the optimisation of our research and development personnel structure, partially offset by an increase in design and development expenses from RMB28.6 million to RMB117.1 million, which was primarily attributable to increased design service fees for new products and solutions in 2024. As our research and development capabilities will be a key driver of our long-term competitiveness and business prospects, we expect to continue to incur significant expenditure on research and development.

Selling and Marketing Expenses

Our selling and marketing expenses decreased by 8.0% from RMB56.0 million in 2023 to RMB51.5 million in 2024, primarily due to the optimisation of the remuneration structure of our selling and marketing team, resulting in employee benefit expenses decreasing from RMB39.9 million to RMB33.6 million.

General and Administrative Expenses

Our general and administrative expenses increased by 12.0% from RMB218.0 million in 2023 to RMB244.2 million in 2024, primarily due to professional service fees increasing from RMB10.5 million to RMB25.5 million.

Net Impairment Losses/(Reversal) on Financial Assets

We recorded net impairment losses on financial assets of RMB1.1 million in 2023 and net impairment reversal on financial assets of RMB0.2 million in 2024, primarily due to a decrease in loss allowances on trade receivables.

Special Losses on Certain Assets

We recorded special losses on certain assets of RMB108.7 million and nil in 2023 and 2024, respectively. These special losses represent direct consequences of the BIS List Incident and are non-recurring in nature. For details, please refer to "— Notes to Key Items of the Consolidated Statement of Comprehensive Loss — Special Losses on Certain Assets".

Other Income

Our other income remained relatively stable at RMB103.1 million in 2023 and RMB100.0 million in 2024, primarily due to a decrease in government grants, mainly because certain government grants received in 2023 were non-recurring in nature, which was offset by an increase in interest income from bank deposits.

– 379 –

Financial Information

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Financial Data

Other Expenses

Our other expenses were RMB 2.2 million in 2023 and RMB 2.4 million in 2024, which were primarily related to the depreciation of our investment property located in Zhuhai.

Net Other (Losses)/Gains

We recorded net other losses of RMB 24.3 million in 2023, whereas we recorded net other gains of RMB 10.5 million in 2024, primarily because we recorded an impairment loss on intangible assets of RMB 40.3 million in 2023 but did not record such impairment loss in 2024, as adjustments to our intellectual property strategy, technological direction and research and development priorities led us to discontinue the use of certain intellectual property licences, partially offset by a decrease in fair value gains on short-term investments measured at fair value through profit or loss, mainly due to our investment in fewer structured products and changes in the fair value of short-term investments.

Operating Loss

As a result of the foregoing, our operating loss decreased from RMB 1,145.4 million in 2023 to RMB 835.1 million in 2024.

Finance Income

Our finance income decreased from RMB 17.1 million in 2023 to RMB 10.1 million in 2024, primarily due to a decrease in interest income from our cash and cash equivalents.

Finance Costs

Our finance costs increased from RMB 615.7 million in 2023 to RMB 713.1 million in 2024, primarily due to an increase in the balance of redemption liabilities.

Income Tax Credit

Our income tax credit remained relatively stable, at RMB 103 thousand in 2023 and RMB 89 thousand in 2024.

Loss for the Year

As a result of the foregoing, our loss for the year decreased from RMB 1,744.0 million in 2023 to RMB 1,538.1 million in 2024.

– 380 –

Financial Information

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FINANCIAL DATA Comparison of the Year Ended 31 December 2023 and the Year Ended 31 December 2022

Revenue Our revenue increased from RMB0.5 million in 2022 to RMB62.0 million in 2023, primarily due to the increase in revenue from our intelligent computing solutions. We achieved commercialization of our specialized technology products in August 2022. In 2023, we began generating revenue from intelligent computing solutions and had 12 specialized technology product customers, contributing revenue of RMB62.0 million.

Cost of Sales Our cost of sales increased from nil in 2022 to RMB14.6 million in 2023, primarily attributable to the significant increase in costs of our intelligent computing solutions, consistent with the growth of our intelligent computing solutions business.

Gross Profit and Gross Profit Margin As a result of the foregoing, our gross profit increased from RMB0.5 million in 2022 to RMB47.4 million in 2023. Our gross profit margin decreased from 100% in 2022 to 76.4% in 2023. We began generating revenue from intelligent computing solutions in 2023, while the revenue and gross profit we generated from other miscellaneous sources in 2022 were negligible and were not indicative of the performance of our principal business.

Research and Development Expenses Our research and development expenses decreased by 13.0% from RMB1,017.9 million in 2022 to RMB885.6 million in 2023, primarily attributable to (i) as we advanced our research and development stage in 2023, concentrating research and development activities on NRE in preparation for future sales and marketing, our tape-out costs in 2023 were lower, resulting in design and development expenses decreasing from RMB112.6 million to RMB28.6 million; and (ii) intellectual property licensing fees decreased from RMB73.9 million to RMB8.0 million, primarily due to additional upfront procurement made in 2022 when certain development projects were in early stages of development.

Selling and Marketing Expenses Our selling and marketing expenses decreased by 3.7% from RMB58.1 million in 2022 to RMB56.0 million in 2023, primarily attributable to (i) marketing and promotional expenses decreasing from RMB5.5 million to RMB0.4 million, as we participated in various industry conferences and events in 2022 in connection with the launch of our specialized technology products; and (ii) optimization of our remuneration structure, resulting in employee benefit expenses decreasing from RMB47.1 million to RMB39.9 million. – 381 –

Financial Information

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Financial Data

General and Administrative Expenses

Our general and administrative expenses increased by 9.2% from RMB199.6 million in 2022 to RMB218.0 million in 2023, primarily attributable to an increase in office and travel expenses from RMB28.8 million to RMB38.4 million, resulting from increased office administrative requirements driven by our business expansion.

Net Impairment Losses on Financial Assets

Our net impairment losses on financial assets increased significantly from RMB0.2 million in 2022 to RMB1.1 million in 2023, primarily due to increased loss allowances for trade receivables driven by our business expansion.

Special Losses on Certain Assets

We recorded special losses on certain assets of nil and RMB108.7 million in 2022 and 2023, respectively. These special losses are a direct consequence of the BIS List Incident and are non-recurring in nature. For details, please refer to "— Explanation of Key Items in the Consolidated Statement of Comprehensive Loss — Special Losses on Certain Assets."

Other Income

Our other income increased from RMB76.8 million in 2022 to RMB103.1 million in 2023, primarily due to (i) an increase in government grants from RMB57.7 million to RMB71.4 million, as we received government grants from local governments in 2023 to encourage enterprise innovation and technological advancement; and (ii) an increase in interest income on bank deposits from RMB17.1 million to RMB27.9 million, due to higher bank deposit interest rates in 2023.

Other Expenses

Our other expenses increased from RMB1.2 million in 2022 to RMB2.2 million in 2023, primarily due to increased depreciation on our investment property located in Zhuhai.

Net Other Gains / (Losses)

We recorded net other gains of RMB65.9 million in 2022, compared to net other losses of RMB24.3 million in 2023, primarily due to (i) strategic adjustments rendering certain intellectual property licenses no longer in use, resulting in impairment losses on intangible assets of RMB40.3 million recorded in 2023; (ii) a decrease in fair value gains on short-term investments measured at fair value through profit or loss, mainly driven by our strategic cash management; and (iii) a decrease in our net foreign exchange gains.

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Financial Information

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Financial Data

Operating Loss

Due to the reasons described above, our operating loss increased from RMB 1,133.8 million in 2022 to RMB 1,145.4 million in 2023.

Financial Income

Our financial income increased from RMB 11.8 million in 2022 to RMB 17.1 million in 2023, primarily due to an increase in interest income from our cash and cash equivalents.

Financial Costs

Our financial costs increased from RMB 352.1 million in 2022 to RMB 615.7 million in 2023, primarily due to an increase in the balance of redemption liabilities.

Income Tax Expense / (Credit)

We recorded an income tax credit of RMB 103 thousand in 2023, compared to an income tax expense of RMB 125 thousand in 2022.

Loss for the Year

Due to the reasons described above, our loss for the year increased from RMB 1,474.3 million in 2022 to RMB 1,744.0 million in 2023.

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Financial Information

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FINANCIAL DATA

Discussion of Selected Items from the Consolidated Statement of Financial Position

The following table sets out selected data from our consolidated statement of financial position (extracted from the accountants' report contained in Appendix I to this prospectus) as at the dates indicated:

As at 31 December | As at 30 June 2022 | 2023 | 2024 | 2025

(RMB'000)

Current Assets

| Item | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---| | Inventories | 39,250 | 173,484 | 152,906 | 599,773 | | Trade and other receivables and prepayments | 271,011 | 170,297 | 448,865 | 612,950 | | Financial assets at fair value through profit or loss | 974,859 | 1,233,461 | 96,448 | 485,408 | | Restricted cash | – | 620 | 620 | 41,340 | | Bank deposits | 565,765 | 536,348 | 553,814 | 284,682 | | Cash and cash equivalents | 983,326 | 659,335 | 1,100,694 | 1,285,098 | | **Total current assets** | **2,834,211** | **2,773,545** | **2,353,347** | **3,309,251** |

Non-current Assets

| Item | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---| | Property, plant and equipment | 335,190 | 307,520 | 323,187 | 322,267 | | Right-of-use assets | 43,415 | 20,850 | 42,873 | 48,150 | | Investment properties | 45,717 | 66,253 | 63,873 | 62,682 | | Intangible assets | 197,518 | 65,537 | 84,400 | 107,249 | | Financial assets at fair value through profit or loss | 42,579 | 43,212 | 44,000 | 40,616 | | Finance lease receivables | 43,541 | 69,328 | 75,641 | 78,691 | | Prepayments for long-term assets | 4,402 | – | 772 | 11,855 | | Restricted cash | – | – | – | 24,528 | | Bank deposits | – | 51,523 | 53,054 | – | | Investments accounted for using the equity method | – | – | – | 15,000 | | **Total non-current assets** | **712,362** | **624,223** | **687,800** | **711,038** |

Total assets | 3,546,573 | 3,397,768 | 3,041,147 | 4,020,289 |

– 384 –

Financial Information

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Financial Data As of December 31 2022

2023

As of June 30 2024

2025

(RMB thousands) Current Liabilities Trade and other payables Investment intention money Convertible bonds Lease liabilities Contract liabilities Redemption liabilities Borrowings

293,691 – – 30,360 187 – –

369,593 809,245 – 12,407 34,515 – –

424,393 845,890 262,037 20,130 549 – –

456,379 – – 26,819 28,524 12,145,429 200,126

Total current liabilities

324,238

1,225,760

1,552,999

12,857,277

Non-current liabilities Lease liabilities Deferred income tax liabilities Deferred income Warranty provisions Redemption liabilities Contract liabilities Long-term payables

12,659 192 90,181 211 7,382,155 637 42,678

5,579 89 63,382 831 8,053,141 1,165 17,682

20,588 – 142,936 3,993 8,743,040 1,074 722

21,698 – 132,645 4,576 – 1,089 722

Total non-current liabilities

7,528,713

8,141,869

8,912,353

160,730

Total liabilities

7,852,951

9,367,629

10,465,352

13,018,007

Deficit attributable to owners of the Company

Share Capital

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Paid-in capital / Share capital Treasury shares Reserves Accumulated deficit

32,791 (4,941,162) 5,503,983 (4,901,990)

32,916 (4,991,162) 3,968,024 (4,979,639)

32,916 (4,991,162) 4,051,780 (6,517,739)

38,360 (7,387,894) 6,470,081 (8,118,265)

Total deficit

(4,306,378)

(5,969,861)

(7,424,205)

(8,997,718)

Total deficit and liabilities

3,546,573

3,397,768

3,041,147

4,020,289

– 385 –

Financial Information

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Financial Data Net Current Assets / Liabilities The following table sets forth our current assets and current liabilities as of the dates indicated:

| | As of December 31, | | | As of June 30, | As of October 31, | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | 2025 | | (RMB thousands) | | | | | (Unaudited) |

Current Assets

| | 2022 | 2023 | 2024 | As of Jun 30, 2025 | As of Oct 31, 2025 | |---|---|---|---|---|---| | Inventories | 39,250 | 271,011 | 96,448 | 485,408 | 1,681,958 | | Trade, other receivables and prepayments | 173,484 | 170,297 | 620 | 41,340 | 21,977 | | Financial assets at fair value through profit or loss | 152,906 | 448,865 | 553,814 | 284,682 | 220,232 | | Restricted cash | 599,773 | 612,950 | 1,100,694 | 1,285,098 | 1,385,797 | | Bank deposits | 963,156 | 729,602 | – | – | – | | Cash and cash equivalents | 974,859 | 565,765 | 1,233,461 | 1,681,958 | – |

| **Total Current Assets** | **2,834,211** | **2,773,545** | **2,353,347** | **3,309,251** | **5,002,722** | |---|---|---|---|---|---|

Current Liabilities

| | 2022 | 2023 | 2024 | As of Jun 30, 2025 | As of Oct 31, 2025 | |---|---|---|---|---|---| | Trade and other payables | 293,691 | 369,593 | 424,393 | 456,379 | 518,563 | | Investment intention money | – | 809,245 | 845,890 | – | – | | Convertible bonds | – | – | 262,037 | – | – | | Lease liabilities | 30,360 | 12,407 | 20,130 | 26,819 | 23,207 | | Contract liabilities | 187 | 34,515 | 549 | 28,524 | 58,266 | | Redemption liabilities | – | – | – | 12,145,429 | – | | Borrowings | – | – | – | 200,126 | 200,517 |

| **Total Current Liabilities** | **324,238** | **1,225,760** | **1,552,999** | **12,857,277** | **800,553** | |---|---|---|---|---|---|

| **Net Current Assets / (Net Current Liabilities)** | **2,509,973** | **1,547,785** | **800,348** | **(9,548,026)** | **4,202,169** | |---|---|---|---|---|---|

– 386 –

Financial Information

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Financial Data

Our net current assets decreased from RMB2,510.0 million as of 31 December 2022 to RMB1,547.8 million as of 31 December 2023, primarily due to (i) a decrease in trade and other receivables and prepayments; (ii) a decrease in cash and cash equivalents; and (iii) an increase in trade and other payables, partially offset by an increase in inventories and an increase in financial assets at fair value through profit or loss.

Our net current assets decreased from RMB1,547.8 million as of 31 December 2023 to RMB800.3 million as of 31 December 2024, primarily due to (i) a decrease in financial assets at fair value through profit or loss; (ii) an increase in trade and other payables; and (iii) an increase in convertible bonds, partially offset by an increase in cash and cash equivalents and an increase in trade and other receivables and prepayments.

As of 31 December 2024, we recorded net current assets of RMB800.3 million, whereas as of 30 June 2025, we recorded net current liabilities of RMB9,548.0 million, primarily due to the reclassification of our redemption liabilities to current liabilities in accordance with the redemption dates stipulated in the investment agreements, amounting to RMB12,145.4 million as of 30 June 2025.

As of 30 June 2025, we recorded net current liabilities of RMB9,548.0 million, whereas as of 31 October 2025, we recorded net current assets of RMB4,202.2 million, primarily due to (i) an increase in financial assets at fair value through profit or loss, and (ii) pursuant to the supplemental agreement to the priority termination agreement in August 2025, our redemption liabilities were reclassified to non-current liabilities as a result of the extension of the redemption dates.

Assets

Inventories

Our inventories mainly comprise (i) raw materials, primarily including wafers and substrates used in the production of specialty technology products, (ii) work in progress of specialty technology products, and (iii) finished goods of specialty technology products. The following table sets out the breakdown of our inventories as of the dates indicated:

| | As of 31 December | | | As of 30 June | | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB'000) | | | | | Raw materials | 22,702 | 21,070 | 68,861 | 328,594 | | Work in progress | 14,191 | 109,378 | 39,696 | 237,697 | | Finished goods | 2,357 | 43,039 | 46,826 | 36,903 | | Less: Provision for impairment of inventories | — | (3) | (2,477) | (3,421) | | Total | 39,250 | 173,484 | 152,906 | 599,773 |

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Financial Information

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Financial Data

Our inventories increased from RMB 39.3 million as of 31 December 2022 to RMB 173.5 million as of 31 December 2023, primarily because we increased our inventory in 2023 in preparation for the commercialisation process of our specialised technology products. Our inventories decreased from RMB 173.5 million as of 31 December 2023 to RMB 152.9 million as of 31 December 2024, primarily because our sales volume increased in 2024, causing work-in-progress to decrease from RMB 109.4 million to RMB 39.7 million, which is consistent with our business expansion. Our inventories increased from RMB 152.9 million as of 31 December 2024 to RMB 599.8 million as of 30 June 2025, primarily due to our buildup of inventory in anticipation of increased expected sales in the second half of 2025, which is broadly consistent with our business growth.

As of 31 December 2023 and 2024 and 30 June 2025, we recorded inventory impairment provisions of RMB 3,000, RMB 2.5 million and RMB 3.4 million, respectively. Inventories are stated at the lower of cost and net realisable value. With the exception of inventory write-downs in 2023 arising from the BIS List incident, all products were sold at a profit during each of the years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025, and it is therefore reasonably expected that future net revenues will be sufficient to cover costs incurred. In addition, the turnover period of most inventories is within one year. We make general provisions for slow-moving inventories, and the amounts as of 31 December 2022, 2023 and 2024 and 30 June 2025 were not material.

The following table sets out the ageing analysis of our inventories (before impairment provisions) as of the dates indicated.

| | As of 31 December | | | As of 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | (RMB'000) | | | | | | Within six months | 39,250 | 168,159 | 129,854 | 552,302 | | Six months to one year | – | 5,328 | 19,343 | 35,396 | | One to two years | – | – | 6,186 | 15,493 | | Two to three years | – | – | – | 3 | | **Total** | **39,250** | **173,487** | **155,383** | **603,194** |

The following table sets out our inventory turnover days for the periods indicated:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | | | | (Unaudited) | | | Inventory turnover days | N/A | N/A | 381 | 2,992 | 1,725 |

Notes: (1) Inventory turnover days are calculated based on the average of the opening balance and closing balance of inventories for a given year, divided by the cost of sales for the relevant year, multiplied by the number of days in the relevant period (i.e. 365 days for a financial year).

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Financial Information

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Financial Data

In 2022, we did not measure inventory turnover based on cost of sales, because although the majority of our inventory consisted of deep technology products, given that we were in the early stage of commercialisation in 2022, our cost of sales for that year was primarily derived from revenue associated with various miscellaneous sources that did not reflect the performance of our principal business operations. In 2023, our inventory turnover days exceeded 2,000 days, but this figure was not meaningful, as our cost of sales was negligible given that we were in the early stage of commercialisation during that year, and because we were actively accumulating inventory for future sales, resulting in a substantial amount of work-in-progress at the end of that year. Similarly, for the six months ended 30 June 2024, we recorded inventory turnover days of 2,992 days, primarily because we were in the early stage of commercialisation, our cost of sales was negligible, and we were accumulating inventory in preparation for increased sales in the second half of 2024. In 2024, our inventory turnover days decreased to 381 days, primarily because our sales volume increased in the second half of 2024, resulting in a significant drawdown of work-in-progress and recognition of substantially increased cost of sales in the second half of 2024, consistent with our business expansion. Our inventory turnover days decreased from 2,992 days for the six months ended 30 June 2024 to 1,725 days for the six months ended 30 June 2025, primarily due to the significant increase in cost of sales recognised for the six months ended 30 June 2025, as our sales volume increased with business expansion. Our inventory turnover days for the six months ended 30 June 2025 were higher than those for 2024 as a whole, primarily because we built up inventory in the first half of 2025 in preparation for the commercial launch of the BR166 chip in the second half of the year, which is consistent with the typical operating cycle of the industry — from strategic inventory accumulation and product sampling through to final shipment and revenue recognition. This reflects our normal business operating cycle, rather than any change in operational efficiency or cash flow management practices. Our actual cash conversion cycle throughout the year remained within a reasonable range and was consistent with typical industry operating patterns. The temporary increase in turnover days in the first half of 2025 does not indicate a deterioration in liquidity or operational efficiency, nor will it have any material adverse impact on our operations or financial condition. According to data from Frost & Sullivan, our inventory turnover days in 2024 were generally in line with industry norms. We continuously monitor our working capital position and maintain adequate liquidity management measures, including rolling forecasts and inventory planning mechanisms, to ensure sufficient operating cash flow.

As of 31 October 2025, we had sold or consumed RMB412.8 million, or 68.4%, of the inventory that remained unconsumed as of 30 June 2025.

We do not anticipate any material impairment issues with respect to our inventory balance, having regard to (i) the strict internal measures we have adopted to strengthen inventory management; in addition, as our inventory is carried at the lower of cost and net realisable value, we regularly review actual results against original estimates to ensure that provisions for inventory impairment are adequate; and (ii) in light of increased sales, inventory utilisation is expected to improve, and management considers that the current settlement pattern is consistent with our normal business operations, that the portion of inventory not yet covered by customer orders can subsequently be realised, that the relevant inventory remains non-obsolete, and that overall market demand continues to grow.

– 389 –

Financial Information

The credit terms granted to trade customers are determined on an individual basis, with credit periods generally ranging from 30 to 180 days. To manage credit risk, we regularly and carefully assess the credit quality of our customers, closely monitor the recoverability of trade receivables and the credit status of our customers, and proactively take appropriate follow-up measures to ensure that customers make payments on schedule. We do not anticipate any significant collection issues with respect to our trade receivables.

The following table sets out the aging analysis of trade receivables:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB'000) | | | | | Not more than three months | 96 | 5,023 | 85,511 | 26,768 | | Three to six months | – | 48 | 1,998 | 1,436 | | Six months to one year | – | 40,126 | – | 10,362 | | **Total** | **96** | **45,197** | **87,509** | **38,566** |

The following table sets out our trade receivables turnover days for the periods indicated:

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | | | | (Unaudited) | | | Trade receivables turnover days | N/A | 133 | 72 | 221 | 195 |

Note:

(1) Trade receivables turnover days are calculated by dividing the average balance of trade receivables for the relevant period by total revenue, multiplied by the number of days in the relevant period (i.e., 365 days for a full financial year). The average balance is calculated as the average of the opening balance and closing balance for the relevant period.

In 2022, we did not measure trade receivables turnover against revenue, as our revenue in 2022 was primarily derived from various miscellaneous sources and was not reflective of the performance of our principal business. Our trade receivables turnover days decreased from 133 days in 2023 to 72 days in 2024, and decreased from the six months ended 30 June 2024

Business

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days from 221 days for the year ended December 31, 2024 to 195 days for the six months ended June 30, 2025, primarily because our bargaining power has increased with the growth of our business scale, thereby shortening the credit period granted to customers. The trade receivables turnover days for the six months ended June 30, 2025 were longer compared to 2024, mainly because, given the stage of sales orders, the majority of revenue in the first half of the year was recognized in June 2025, and we recovered the majority of such receivables in July and August.

As of October 31, 2025, RMB24.3 million, or 63.1%, of the trade receivables outstanding as of June 30, 2025 that had not yet been recovered had been subsequently collected.

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Financial Information

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Financial Data

We believe there are no recoverability issues with respect to trade receivables, primarily because subsequent settlements of trade receivables continue to increase and there has been no material change in the credit risk of our major customers. In addition, adequate provisions have been made for the amounts of subsequent settlements.

Financial Assets at Fair Value Through Profit or Loss

Our financial assets at fair value through profit or loss primarily comprise (i) structured deposits, and (ii) unlisted equity investments. The following table sets out our financial assets at fair value through profit or loss as at the dates indicated:

| | As at December 31 | | | As at June 30 | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB thousands) | | | | | **Current** | | | | | | Structured deposits | 974,859 | 1,233,461 | 96,448 | 485,408 | | **Non-current** | | | | | | Unlisted equity investments | 42,579 | 43,212 | 44,000 | 40,616 | | **Total** | 1,017,438 | 1,276,673 | 140,448 | 526,024 |

Our financial assets at fair value through profit or loss increased from RMB1,017.4 million as at December 31, 2022 to RMB1,276.7 million as at December 31, 2023, primarily because we engaged in strategic cash management, resulting in an increase in our structured deposits.

Our financial assets at fair value through profit or loss decreased from RMB1,276.7 million as at December 31, 2023 to RMB140.4 million as at December 31, 2024, primarily due to a decrease in structured deposits, which was mainly attributable to strategic cash management. Our unlisted equity investments increased from RMB42.6 million as at December 31, 2022 to RMB43.2 million as at December 31, 2023, and further increased to RMB44.0 million as at December 31, 2024, primarily driven by fair value changes resulting from an increase in the valuation of our investee companies.

Our financial assets at fair value through profit or loss increased from RMB140.4 million as at December 31, 2024 to RMB526.0 million as at June 30, 2025, primarily due to an increase in structured deposits as a result of our strategic cash management.

Our investment strategy prioritizes liquidity, safety, and returns to ensure adequate funding while maintaining a conservative risk profile. We have established robust internal risk management policies and guidelines, and have formulated clear approval and reporting procedures to ensure that investments meet our liquidity and risk requirements. We update our income and expenditure forecasts for the next 6 to 12 months on a monthly or quarterly basis, and after reserving the necessary working capital, we manage the remaining funds through a tiered yield strategy, thereby optimizing returns while maintaining liquidity. Our finance department staff are responsible for managing

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Financial Information

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Financial Data

Our investment activities are supported by qualified personnel with professional knowledge and extensive experience, ensuring that prudent investment decisions are made with full consideration of potential risks. Our Board of Directors is responsible for approving any proposed partnerships, joint ventures or other similar arrangements between us and any entity or individual. Furthermore, any equity investment arising from such arrangements that exceeds specified materiality thresholds — whether as a single transaction or as a series of connected transactions within any consecutive 12-month period — must be approved by the Board of Directors.

Our investments classified as financial assets measured at fair value through profit or loss will, following listing, be subject to the requirements of Chapter 14 of the Listing Rules.

Bank Deposits

Our current portion of bank deposits consists primarily of bank deposits with an original maturity of more than three months. As of December 31, 2022, 2023 and 2024, and June 30, 2025, our current portion of bank deposits remained relatively stable at RMB565.8 million, RMB536.3 million, RMB553.8 million and RMB284.7 million, respectively. Our non-current portion of bank deposits consists of certificates of deposit, which are neither past due nor impaired, and carry an interest rate of 3.15%. As of December 31, 2022, 2023 and 2024, and June 30, 2025, our non-current bank deposits amounted to nil, RMB51.5 million, RMB53.1 million and nil, respectively.

To monitor and control the risks associated with financial assets, we have adopted a comprehensive set of internal policies and guidelines. Our treasury department is responsible for recommending, analyzing and evaluating potential financial investments. Our cash management strategy focuses on minimizing financial risks. To control our risk exposure, we primarily purchase variable-rate RMB-denominated guaranteed structured deposits, fixed-rate USD deposits and certificates of deposit. When making financial investment decisions, we take into account a number of factors, including but not limited to the macroeconomic environment, overall market conditions, the risk control and credit standing of the issuing banks, our own operating capital position, and the expected returns or potential losses of the relevant investments. The fair value of financial assets for which there is no active market is determined using valuation techniques. We apply judgment in selecting from a variety of methods and make assumptions based primarily on market conditions prevailing at the end of each reporting period. Changes in these assumptions and valuations may have a material impact on the corresponding fair values of such investments.

Cash and Cash Equivalents

As of December 31, 2022, 2023 and 2024, and June 30, 2025, our cash and cash equivalents amounted to RMB983.3 million, RMB659.3 million, RMB1,100.7 million and RMB1,285.1 million, respectively. For a detailed discussion of the fluctuations in cash and cash equivalents, please refer to "— Liquidity and Capital Resources — Cash Flow Analysis."

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Financial Information

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Financial Data

Property, Plant and Equipment

Our property, plant and equipment mainly comprise (i) office buildings, (ii) public rental housing (provided to certain employees under a rent-to-own arrangement), (iii) leasehold improvements, (iv) office and electronic equipment, (v) transportation equipment and vehicles, (vi) moulds, and (vii) construction in progress. The following table sets out a breakdown of our property, plant and equipment as at the dates indicated:

| | As at December 31 | | As at June 30 | | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB'000) | | | | | Office buildings | 100,272 | 167,951 | 162,177 | 159,264 | | Public rental housing | 61,658 | 37,554 | 31,671 | 28,721 | | Leasehold improvements | 64,999 | 36,314 | 26,444 | 20,597 | | Office and electronic equipment | 105,655 | 62,061 | 97,719 | 107,900 | | Transportation equipment and vehicles | 718 | 1,352 | 2,775 | 2,329 | | Moulds | 1,557 | 2,270 | 2,243 | 3,298 | | Construction in progress | 331 | 18 | 158 | 158 | | Total | 335,190 | 307,520 | 323,187 | 322,267 |

Our property, plant and equipment decreased from RMB335.2 million as at December 31, 2022 to RMB307.5 million as at December 31, 2023, primarily attributable to a decrease in office and electronic equipment from RMB105.7 million to RMB62.1 million, due to depreciation of our electronic equipment. Our property, plant and equipment increased from RMB307.5 million as at December 31, 2023 to RMB323.2 million as at December 31, 2024, primarily attributable to an increase in office and electronic equipment from RMB62.1 million to RMB97.7 million, due to newly acquired electronic equipment to support research and development activities. Our property, plant and equipment decreased from RMB323.2 million as at December 31, 2024 to RMB322.3 million as at June 30, 2025, primarily due to a decrease in office buildings, which was mainly attributable to depreciation of office buildings.

Right-of-Use Assets

Our right-of-use assets primarily refer to our leased buildings and electronic equipment. Our right-of-use assets decreased from RMB43.4 million as at December 31, 2022 to RMB20.9 million as at December 31, 2023, primarily due to depreciation of leased buildings. Our right-of-use assets increased from RMB20.9 million as at December 31, 2023 to RMB42.9 million as at December 31, 2024, primarily due to the renewal of lease agreements for certain offices, partially offset by a decrease resulting from depreciation of leased buildings. Our right-of-use assets increased from RMB42.9 million as at December 31, 2024 to RMB48.2 million as at June 30, 2025, primarily due to newly leased office buildings.

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Financial Information

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Financial Data

Investment Properties

Our investment properties primarily refer to properties located in Zhuhai that are leased to third parties. Please refer to "Business – Properties" and "Appendix III – Property Valuation Report." Our investment properties increased from RMB 45.7 million as of 31 December 2022 to RMB 66.3 million as of 31 December 2023, primarily due to an increase in the area of our Zhuhai properties leased to third parties. Our investment properties decreased from RMB 66.3 million as of 31 December 2023 to RMB 63.9 million as of 31 December 2024, primarily due to depreciation of our properties. Our investment properties decreased from RMB 63.9 million as of 31 December 2024 to RMB 62.7 million as of 30 June 2025, primarily due to property depreciation.

Intangible Assets

Our intangible assets primarily comprise (i) IP licences, (ii) EDA tools, and (iii) purchased computer software. As of 31 December 2022, 2023 and 2024 and 30 June 2025, our intangible assets amounted to RMB 197.5 million, RMB 65.5 million, RMB 84.4 million and RMB 107.2 million, respectively. The table below sets out the breakdown of intangible assets as of the dates indicated:

| | As of 31 December | | | As of 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB'000) | | | | | IP licences | 103,658 | 47,807 | 47,807 | 47,807 | | EDA tools | 88,233 | 5,194 | 23,622 | 21,285 | | Purchased computer software | 5,627 | 12,536 | 12,971 | 38,157 | | **Total** | **197,518** | **65,537** | **84,400** | **107,249** |

Our intangible assets decreased from RMB 197.5 million as of 31 December 2022 to RMB 65.5 million as of 31 December 2023, primarily due to a decrease in our EDA tools from RMB 88.2 million to RMB 5.2 million as of 31 December 2023, as we recognised a special impairment loss on certain EDA tools for which we were no longer eligible following the BIS List Incident. For details regarding the impact of this BIS List Incident and its associated risks, please

Risk Factors

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Please refer to "Risk Factors — Risks Relating to Our Business and Industry — Since October 17, 2023, BIS has added certain entities of the Group to the Entity List, restricting such entities' ability to purchase or otherwise obtain certain commodities, software and technology" and "Business — Applicable U.S. Laws and Regulations."

Our intangible assets increased from RMB65.5 million as of December 31, 2023 to RMB84.4 million as of December 31, 2024, primarily attributable to EDA tools increasing from RMB5.2 million to RMB23.6 million, as we procured new EDA tools from suppliers in mainland China.

Our intangible assets increased from RMB84.4 million as of December 31, 2024 to RMB107.2 million as of June 30, 2025, primarily due to computer software purchased for our research and development and business operations increasing from RMB13.0 million to RMB38.2 million.

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Financial Information

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Financial Information Liabilities

Trade and Other Payables Our trade and other payables mainly include (i) trade payables, (ii) other payables, (iii) accrued taxes other than income tax, and (iv) accrued staff salaries and benefits. The following table sets out the breakdown of trade and other payables as of the dates indicated:

| | As of December 31 | | | As of June 30 | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB'000) | | | | | Trade payables | 3,521 | 9,436 | 33,324 | 73,103 | | Other payables | 159,760 | 225,637 | 278,093 | 248,723 | | Accrued taxes other than income tax | 9,558 | 21,576 | 18,826 | 17,875 | | Rental deposits from customers | 242 | 175 | 68 | 898 | | Accrued staff salaries and benefits | 120,586 | 110,433 | 89,411 | 104,019 | | VAT payable relating to contract liabilities | 24 | – | – | 1,698 | | Listing expenses payable | – | 2,336 | 4,671 | 10,063 | | **Total** | **293,691** | **369,593** | **424,393** | **456,379** |

Our trade and other payables increased from RMB293.7 million as of December 31, 2022 to RMB369.6 million as of December 31, 2023, primarily attributable to an increase in other payables from RMB159.8 million to RMB225.6 million, which was due to (i) an increase in amounts currently payable to third-party providers of intellectual property licenses used in our research and development activities; and (ii) an increase in amounts payable for our acquisition of an office building in Guangzhou. Our trade and other payables further increased to RMB424.4 million as of December 31, 2024, primarily attributable to (i) an increase in trade payables from RMB9.4 million to RMB33.3 million, mainly due to our increased purchases in line with business growth and extended credit periods granted by certain suppliers; and (ii) an increase in other payables from RMB225.6 million to RMB278.1 million. Our trade and other payables increased from RMB424.4 million as of December 31, 2024 to RMB456.4 million as of June 30, 2025, primarily due to an increase in trade payables from RMB33.3 million to RMB73.1 million, mainly as a result of increased purchases in anticipation of expected sales growth.

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Financial Data

The following table sets out the aging analysis of trade payables by transaction date as of the dates indicated:

As of December 31 | As of June 30 2022 | 2023 | 2024 | 2025 (RMB'000)

| | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---| | Within one year | 3,521 | 9,436 | 32,524 | 72,379 | | One to two years | – | – | 800 | 724 | | Total | 3,521 | 9,436 | 33,324 | 73,103 |

The following table sets out our trade payables turnover days for the periods indicated:

| | Year ended December 31 | | Six months ended June 30 | | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 (Unaudited) | 2025 | | Trade payables turnover days | N/A | 162 | 50 | 223 | 242 |

Notes: (1) Trade payables turnover days are calculated by dividing the average balance of trade payables for the relevant period by the cost of sales, multiplied by the number of days in the relevant period (i.e., 365 days for a full financial year). The average balance is calculated as the average of the opening balance and closing balance for the specified period.

In 2022, we did not measure our trade payables turnover based on cost of sales. Although the majority of our trade payables consisted of payables arising from specialized technology products, our cost of sales in 2022 was primarily associated with various miscellaneous revenue sources and was not reflective of our principal business performance. Our trade payables turnover days decreased from 162 days in 2023 to 50 days in 2024, primarily due to an increase in cost of sales resulting from higher orders in 2024. Our trade payables turnover days were 223 days for the six months ended June 30, 2024, and 242 days for the six months ended June 30, 2025, remaining relatively stable. Our trade payables turnover days for the six months ended June 30, 2025 were longer compared to 2024, primarily because we increased our procurement in the first half of 2025 to support the anticipated growth in sales in the second half of that year.

As of October 31, 2025, RMB61.0 million, or 83.4%, of the trade payables outstanding as of June 30, 2025 had been subsequently settled.

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Financial Data

Contract Liabilities (Current Portion)

Our contract liabilities (current portion) primarily consist of payments received prior to revenue recognition for intelligent computing solutions. Contract liabilities increased from RMB 0.2 million as of 31 December 2022 to RMB 34.5 million as of 31 December 2023, and then decreased to RMB 0.5 million as of 31 December 2024. This was mainly because certain orders were signed at the end of 2023, but the related products were not accepted until 2024, and therefore such contract liabilities were only recognised as revenue in 2024. Our contract liabilities increased from RMB 0.5 million as of 31 December 2024 to RMB 28.5 million as of 30 June 2025, primarily because a customer made advance payments prior to product delivery.

As of 31 October 2025, RMB 30,300 (representing approximately 0.1% of the outstanding contract liabilities of RMB 28.5 million as of 30 June 2025) had been subsequently recognised as revenue.

Lease Liabilities

Lease liabilities represent the present value of outstanding lease payments under our lease agreements, primarily relating to our office buildings and facilities. As of 31 December 2022, 31 December 2023, 31 December 2024 and 30 June 2025, our lease liabilities (including both current and non-current portions) amounted to RMB 43.0 million, RMB 18.0 million, RMB 40.7 million and RMB 48.5 million, respectively.

Lease liabilities decreased from RMB 43.0 million as of 31 December 2022 to RMB 18.0 million as of 31 December 2023, due to a reduction in outstanding payments under lease agreements. Lease liabilities increased from RMB 18.0 million as of 31 December 2023 to RMB 40.7 million as of 31 December 2024, primarily as a result of our renewal of lease agreements for certain offices. Lease liabilities increased from RMB 40.7 million as of 31 December 2024 to RMB 48.5 million as of 30 June 2025, primarily due to the leasing of new office buildings.

Deferred Income

The deferred income recorded during the Track Record Period primarily relates to government grants we received. As of 31 December 2022, 31 December 2023, 31 December 2024 and 30 June 2025, our deferred income amounted to RMB 90.2 million, RMB 63.4 million, RMB 142.9 million and RMB 132.6 million, respectively.

Liquidity and Capital Resources

We have historically funded our cash requirements primarily through shareholders' capital contributions, and since 2023, we have also generated cash through the sale of intelligent computing solutions. Following the completion of the Global Offering, we intend to meet our future capital requirements through a balanced combination of equity financing activities and debt financing activities. We do not anticipate any material change in the availability of financing to support our working capital in the future. As our business grows and expands, we expect to improve our operating cash flows by increasing revenue from the sale of existing commercialised products, launching new products, optimising our cost structure and enhancing operating efficiency.

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Financial Data

Cash Flow Analysis

The following table sets out our cash flows for the years/periods indicated:

| | For the Year Ended December 31 | | | For the Six Months Ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Operating cash flows before changes in working capital | (954,136) | (761,835) | (682,465) | (390,429) | (510,774) | | Changes in working capital | (229,465) | (85,231) | (326,722) | 43,207 | (562,550) | | Net cash used in operating activities | (1,183,601) | (847,066) | (1,009,187) | (347,222) | (1,073,324) | | Net cash generated from / (used in) investing activities | 290,785 | (305,413) | 1,218,453 | 556,490 | (208,163) | | Net cash generated from / (used in) financing activities | 211,539 | 811,888 | 217,122 | (31,315) | 1,467,988 | | Net (decrease) / increase in cash and cash equivalents | (681,277) | (340,591) | 426,388 | 177,953 | 186,501 | | Cash and cash equivalents at the beginning of the year / period | 1,556,596 | 983,326 | 659,335 | 659,335 | 1,100,694 | | Effect of exchange rate changes | 108,007 | 16,600 | 14,971 | 5,142 | (2,097) | | Cash and cash equivalents at the end of the year / period | 983,326 | 659,335 | 1,100,694 | 842,430 | 1,285,098 |

Net Cash Used in Operating Activities

For the year 2024, our net cash used in operating activities was RMB1,009.2 million. Our net cash used in operating activities was derived after adjusting for loss before income tax of RMB1,583.2 million, and involved (i) adjustments for non-cash items, primarily including finance costs of RMB713.1 million and depreciation of property, plant and equipment of RMB86.1 million, partially offset by interest income from bank deposits of RMB36.3 million; and (ii) changes in working capital, primarily including an increase in trade and other receivables and prepayments of RMB275.7 million and a decrease in contract liabilities of RMB34.1 million, partially offset by an increase in trade and other payables of RMB15.1 million.

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Financial Data

In 2023, our net cash used in operating activities was RMB847.1 million. Our net cash used in operating activities was derived after adjusting for a loss before income tax of RMB1,744.1 million, and involved (i) adjustments for non-cash items, primarily including finance costs of RMB615.7 million and depreciation of property, plant and equipment of RMB104.3 million; partially offset by interest income on bank deposits of RMB27.9 million and fair value gains on short-term investments at fair value through profit or loss of RMB24.8 million; and (ii) changes in working capital, primarily including an increase in inventories of RMB150.1 million; partially offset by a decrease in trade and other receivables and prepayments of RMB47.3 million.

In 2022, our net cash used in operating activities was RMB1,183.6 million. Our net cash used in operating activities was derived after adjusting for a loss before income tax of RMB1,474.2 million, and involved (i) adjustments for non-cash items, primarily including finance costs of RMB352.1 million, depreciation of property, plant and equipment of RMB89.9 million and share-based compensation expenses of RMB88.0 million; and (ii) changes in working capital, primarily including an increase in trade and other receivables and prepayments of RMB184.7 million and a decrease in deferred income of RMB51.7 million; partially offset by an increase in trade and other payables of RMB46.2 million.

Our ability to improve net operating cash flows depends to a large extent on the effectiveness of our efforts to enhance profitability. To this end, we plan to improve our net operating cash outflow position by: (i) optimizing our solutions to create value for customers, please refer to "Business — Business Sustainability and Path to Profitability"; (ii) expanding our customer base; and (iii) improving operational efficiency and economies of scale. For details of our plans to improve our financial performance, please refer to "Business — Business Sustainability and Path to Profitability." As profitability improves, we also plan to enhance working capital management efficiency to improve our net operating cash outflow position. Specifically, we plan to strengthen trade receivables management. We enhance product competitiveness through product iteration and progressively increase the proportion of advance payments. In addition, we have established a dedicated collections team and implemented a weekly follow-up mechanism to further optimize the collections process. We also expect to benefit from economies of scale as we grow, which will further improve our net operating cash outflow position. In particular, as our scale expands, we expect to have greater bargaining power with suppliers, thereby enabling us to obtain more favorable credit terms. However, as our future profitability is subject to various factors, some of which are beyond our control, we may continue to record net losses and net operating cash outflows in the near future (including for the year ending December 31, 2025).

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FINANCIAL DATA

Net Cash Generated from/(Used in) Investing Activities

For the six months ended 30 June 2025, our net cash used in investing activities was RMB208.2 million, primarily comprising the purchase of short-term investments measured at fair value through profit or loss of RMB1,615.0 million, partially offset by proceeds from the disposal of short-term investments measured at fair value through profit or loss of RMB1,228.5 million.

In 2024, our net cash generated from investing activities was RMB1,218.5 million, primarily comprising proceeds from the disposal of short-term investments measured at fair value through profit or loss of RMB2,746.5 million, partially offset by the purchase of short-term investments measured at fair value through profit or loss of RMB1,591.0 million.

In 2023, our net cash used in investing activities was RMB305.4 million, primarily comprising the purchase of short-term investments measured at fair value through profit or loss of RMB2,768.0 million, partially offset by proceeds from the disposal of short-term investments measured at fair value through profit or loss of RMB2,534.2 million.

In 2022, our net cash generated from investing activities was RMB290.8 million, primarily comprising (i) proceeds from the disposal of short-term investments measured at fair value through profit or loss of RMB3,700.3 million; and (ii) redemption of bank deposits of RMB876.0 million; partially offset by the purchase of short-term investments measured at fair value through profit or loss of RMB3,057.0 million and placement of bank deposits of RMB1,122.9 million.

Net Cash Generated from Financing Activities

For the six months ended 30 June 2025, our net cash generated from financing activities was RMB1,468.0 million, primarily comprising capital contributions from investors of RMB1,799.1 million, partially offset by the repayment of investment intention monies of RMB517.8 million.

In 2024, our net cash generated from financing activities was RMB217.1 million, primarily comprising proceeds from convertible bonds of RMB262.0 million.

In 2023, our net cash generated from financing activities was RMB811.9 million, primarily comprising proceeds from investment intention monies received of RMB800.0 million.

In 2022, our net cash generated from financing activities was RMB211.5 million, primarily comprising capital contributions from investors of RMB280.0 million.

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Financial Information

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Financial Data Cash Operating Costs The following table sets out the key information regarding our operating costs for the periods indicated:

| | For the Year Ended December 31 | | | For the Six Months Ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Employees hired (1) | 654,692 | 700,932 | 664,357 | 369,251 | 357,784 | | Research and development (2) | 276,564 | 98,713 | 232,898 | 50,816 | 203,096 | | Direct production costs (including materials) | 197,187 | 112,558 | 279,749 | 28,686 | 676,461 | | Product marketing | 5,363 | 798 | 2,436 | 466 | 1,257 | | Non-income taxes, royalties and other government charges | 765 | 1,844 | 6,255 | 4,192 | 4,507 | | Contingent provisions | – | – | – | – | – | | **Total** | **1,134,571** | **914,845** | **1,185,695** | **453,411** | **1,243,105** |

Notes: (1) Refers to employee costs, primarily comprising salaries and wages.

(2) Refers to research and development expenditure, excluding employee benefit expenditure and inventories and consumables used.

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Financial Data

Research and Development Expenditure and Total Operating Expenditure

During the Track Record Period, our research and development expenditure mainly includes research and development expenses adjusted by adding back intangible assets acquired from third parties and capitalized, and deducting (i) amortization expenses of capitalized intangible assets recorded under research and development expenses, and (ii) impairment losses on capitalized intangible assets recorded under research and development expenses. The following table sets forth our research and development expenditure for the periods indicated, our total research and development expenditure for the three fiscal years prior to listing, and our total research and development expenditure during the Track Record Period:

| | Year ended December 31 | | | Six months ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | Research and development expenses | 1,017,860 | 885,646 | 826,957 | 397,067 | 571,616 | | Adjustments: | | | | | | | Add: Intangible assets acquired from third parties and capitalized | 60,126 | 7,510 | 25,848 | 1,794 | 30,573 | | Add: Internal development costs capitalized as intangible assets | – | – | – | – | – | | Less: Amortization expenses of capitalized intangible assets recorded under research and development expenses | (59,156) | (67,757) | (7,823) | (1,457) | (11,995) | | Less: Impairment losses on capitalized intangible assets recorded under research and development expenses | – | – | – | – | – | | Research and development expenditure for the period indicated | 1,018,830 | 825,399 | 844,982 | 397,404 | 590,194 | | Total research and development expenditure for the three fiscal years prior to listing / Track Record Period | – | – | 2,689,211 | – | 3,279,405 |

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Financial Data

The following table sets out our operating expenses for the years indicated, our total operating expenses for the three financial years prior to listing, and our total operating expenses during the Track Record Period:

| | Year ended December 31 | | | Six months ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB'000) | | | (Unaudited) | | | R&D expenses | 1,017,860 | 885,646 | 826,957 | 397,067 | 571,616 | | Selling expenses | 58,144 | 55,999 | 51,523 | 27,645 | 27,309 | | General and administrative expenses | 199,633 | 218,006 | 244,160 | 130,885 | 123,836 | | Adjustments: | | | | | | | Add: Intangible assets acquired from third parties and capitalized | 60,126 | 7,510 | 25,848 | 1,794 | 30,573 | | Add: Internal development costs capitalized as intangible assets | – | – | – | – | – | | Less: Amortization of capitalized intangible assets included in R&D expenses | (59,156) | (67,757) | (7,823) | (1,457) | (11,995) | | Less: Impairment losses on capitalized intangible assets included in R&D expenses | – | – | – | – | – | | Operating expenses for the period indicated | 1,276,607 | 1,099,404 | 1,140,665 | 555,934 | 741,339 | | Total operating expenses for the three financial years prior to listing / Track Record Period | – | – | 3,516,676 | – | 4,258,015 |

The following table sets out our annual R&D expense ratio and total R&D expense ratio for the periods indicated:

| | Year ended December 31 | | | Six months ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | | | | (Unaudited) | | | Annual R&D expense ratio(1) | 79.8% | 75.1% | 74.1% | 71.5% | 79.6% | | Total R&D expense ratio for the three financial years prior to listing | – | – | 76.5%(2) | – | 77.0%(3) |

Notes:

(1) Calculated as annual R&D expenses divided by annual total operating expenses.

(2) Calculated as total R&D expenses for the three financial years prior to listing divided by total operating expenses for the three financial years prior to listing.

(3) Calculated as total R&D expenses for the Track Record Period divided by total operating expenses for the Track Record Period.

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Financial Information

Working Capital Sufficiency

Our Directors believe that, taking into account the financial resources available to us as described below, we have sufficient working capital to meet our costs and operating expenses (including research and development expenses, selling and distribution expenses, and general and administrative expenses) for at least the next 12 months from the date of this prospectus: (i) future operating cash flows during the relevant period; (ii) cash and cash equivalents; and (iii) the estimated net proceeds from the Global Offering.

For the years 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 30 June 2025, our historical cash burn rates were RMB113.0 million, RMB90.2 million, RMB109.0 million, RMB83.0 million and RMB226.8 million, respectively, representing primarily our average monthly cash operating costs plus capital expenditures and lease payments for each respective period. As of 31 October 2025, our cash and cash equivalent asset balance was RMB3,288.0 million. Assuming the Over-allotment Adjustment Option and the Overallotment Option are not exercised, and assuming an Offer Price of HK$17.0 per Offer Share (being the lower end of the indicative Offer Price range set out in this prospectus), after deducting the underwriting fees and other related expenses payable by us in connection with the Global Offering, we estimate that we will receive net proceeds of approximately HK$4,036.7 million.

Assuming that the future average cash burn rate remains the same as the average monthly cash consumption for the years 2022, 2023 and 2024 — on the basis that we had substantially completed our principal research and development cycle during the period from 2022 to 2024 and achieved a relatively stable operational team size during that period, such that the historical average cash burn rate for that period is reflective of a stable cash consumption profile — and that anticipated future increases in production and research and development costs will be offset by cash inflows generated from sales of Specialist Technology products. Furthermore, we estimate that the cash and cash equivalent asset balance as of 31 October 2025 will be sufficient to sustain our financial viability for 31.6 months, or 35.1 months if we take into account 10% of the estimated net proceeds from the Global Offering (being the portion allocated for our working capital and other general corporate purposes), or 66.8 months if we also take into account the full estimated net proceeds from the Global Offering. We will continue to closely monitor our operating cash flows and anticipate raising the next round of financing when necessary, with a buffer period of at least 12 months.

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Financial Information

Indebtedness

During the Track Record Period, our indebtedness primarily consisted of lease liabilities. The following table sets out our indebtedness as at the dates indicated:

| | As at 31 December | | | As at 30 June 2025 | As at 31 October 2025 | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | | | | | (RMB'000) | | | | | | | | | | (Unaudited) | |

Current

| | 2022 | 2023 | 2024 | 30 June 2025 | 31 October 2025 | |---|---|---|---|---|---| | Lease liabilities | 30,360 | 12,407 | 20,130 | 26,819 | 23,207 | | Convertible bonds | – | – | 262,037 | – | – | | Borrowings | – | – | – | 200,126 | 200,517 | | Investment intention deposits | – | 809,245 | 845,890 | – | – | | Redemption liabilities | – | – | – | 12,145,429 | – |

Non-current

| | 2022 | 2023 | 2024 | 30 June 2025 | 31 October 2025 | |---|---|---|---|---|---| | Lease liabilities | 12,659 | 5,579 | 20,588 | 21,698 | 17,463 | | Redemption liabilities | 7,382,155 | 8,053,141 | 8,743,040 | – | 18,560,871 | | **Total** | **7,425,174** | **8,880,372** | **9,891,685** | **12,394,072** | **18,802,058** |

Lease Liabilities

As at 31 December 2022, 2023 and 2024, 30 June 2025 and 31 October 2025, our total lease liabilities (including both current and non-current portions) amounted to RMB43.0 million, RMB18.0 million, RMB40.7 million, RMB48.5 million and RMB40.7 million, respectively. Please refer to "– Discussion of Selected Items of the Consolidated Statements of Financial Position – Liabilities – Lease Liabilities".

Convertible Bonds

As at 31 December 2022, 2023 and 2024, 30 June 2025 and 31 October 2025, our convertible bonds amounted to nil, nil, RMB262.0 million, nil and nil, respectively, primarily due to the convertible bond agreements entered into with certain holders in December 2024. The convertible bonds are classified as financial liabilities at fair value through profit or loss. For further details, please refer to Note 35 to the accountants' report set out in Appendix I.

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FINANCIAL INFORMATION

Borrowings

As of December 31, 2022, 2023, and 2024, we had no outstanding bank borrowing balances.

As of June 30, 2025 and October 31, 2025, we recorded outstanding bank borrowings of RMB200.1 million and RMB200.5 million, respectively, all of which were short-term interest-bearing credit loans.

The Directors confirm that during the Track Record Period and up to the date of this prospectus, we have not defaulted on the repayment of any bank or other borrowings, nor have we breached any covenants or encountered any difficulties in obtaining bank loans or bank financing.

As of June 30, 2025, we had unutilized bank financing facilities of approximately RMB805.5 million.

Investment Intention Monies

Our investment intention monies comprise principal payable and interest payable (both interest-bearing). As of December 31, 2022, 2023, and 2024, June 30, 2025, and October 31, 2025, we recorded investment intention monies of nil, RMB809.2 million, RMB845.9 million, nil, and nil, respectively. For further details, please refer to Note 34 of the accountants' report set out in Appendix I.

Redemption Liabilities

As of December 31, 2022, 2023, and 2024 and October 31, 2025, we recorded non-current redemption liabilities of RMB7,382.2 million, RMB8,053.1 million, RMB8,743.0 million, and RMB18,560.9 million, respectively. As of June 30, 2025, we recorded current redemption liabilities of RMB12,145.4 million. The redemption liabilities relate to the redemption rights of certain pre-IPO shareholders. The redemption liabilities are classified as current or non-current liabilities based on the redemption dates stipulated in the investment agreements. Such redemption rights are exercisable upon the occurrence of specific events, and the redemption liabilities will be automatically converted into equity of the Company upon completion of the Global Offering. For further details, please refer to Note 31 of the accountants' report set out in Appendix I.

Contingent Liabilities

As of December 31, 2022, 2023, and 2024, June 30, 2025, and October 31, 2025, we had no material contingent liabilities or any contingent provisions.

Save as disclosed above, as of October 31, 2025 (being the latest practicable date for the purpose of ascertaining our indebtedness), we had no outstanding mortgages, charges, debentures, other issued debt capital, bank overdrafts, borrowings, acceptance liabilities or other similar indebtedness, hire purchase commitments, guarantees or other material contingent liabilities. The Directors confirm that there has been no material change in our indebtedness from October 31, 2025 up to the Latest Practicable Date.

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Financial Information

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Financial Data

Capital Expenditures

Our historical capital expenditures primarily include expenditures on (i) intangible assets, mainly comprising IP licenses, EDA tools, and purchased computer software, (ii) property, plant and equipment, and (iii) right-of-use assets. The following table sets forth our capital expenditures for the years indicated:

| | Year Ended December 31 | | | Six Months Ended June 30 | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB thousands) | | | (Unaudited) | | | Intangible assets | 64,346 | 12,751 | 27,631 | 1,891 | 35,714 | | Property, plant and equipment | 194,295 | 138,746 | 109,809 | 46,884 | 41,482 | | Right-of-use assets | 12,975 | 7,342 | 46,064 | 18,024 | 16,053 | | **Total** | **271,616** | **158,839** | **183,504** | **66,799** | **93,249** |

We plan to fund our capital expenditures using our currently available financial resources, cash generated from operations, and the net proceeds from the Global Offering. Our current capital expenditure plans for any future period are subject to change, and we may adjust them based on future cash flows, operating results and financial condition, our business plans, market conditions,

Use of Proceeds

▶

and various other factors to adjust our capital expenditure. Please refer to "Future Plans and Use of Proceeds — Use of Proceeds."

Contractual Obligations

Capital Commitments

Our capital commitments primarily relate to property, plant and equipment, and intangible assets. The following table sets forth our capital commitments as of the dates indicated:

| | As of December 31, | | As of June 30, | |---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | | | | Property, plant and equipment | 41,419 | 19,134 | 14,487 | 26,154 | | Intangible assets | – | – | – | 925 | | Total | 41,419 | 19,134 | 14,487 | 27,079 |

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Financial Information

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Financial Data

We expect to use our currently available financial resources and the net proceeds from the Global Offering to meet our capital commitments.

Key Financial Ratios

The following table sets out certain key financial ratios of ours for the years/periods indicated:

| | As of December 31 / For the year ended December 31 | | | As of June 30 / For the six months ended on that date | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 (Unaudited) | 2025 | | Gross profit margin of intelligent computing solutions | – | 76.4% | 53.2% | 71.0% | 31.2% | | Current ratio (1) | 8.74 | 2.26 | 1.52 | N/A | 0.26 |

Note: (1) Current ratio is calculated as current assets divided by current liabilities as of the dates indicated.

Key Financial Ratio Analysis

Gross Profit Margin of Intelligent Computing Solutions

For a discussion of the factors affecting the gross profit margin of our intelligent computing solutions during the Track Record Period, please refer to "– Year-on-Year Comparison of Operating Results."

Current Ratio

Our current ratio decreased from 8.74 as of December 31, 2022 to 2.26 as of December 31, 2023, primarily due to (i) a decrease in trade and other receivables and prepayments; (ii) a decrease in cash and cash equivalents; and (iii) an increase in trade and other payables, partially offset by an increase in inventories and an increase in financial assets at fair value through profit or loss. Our current ratio decreased from 2.26 as of December 31, 2023 to 1.52 as of December 31, 2024, primarily due to (i) a decrease in financial assets at fair value through profit or loss; (ii) an increase in trade and other payables; and (iii) an increase in convertible bonds, partially offset by an increase in cash and cash equivalents and an increase in trade and other receivables and prepayments. Our current ratio decreased from 1.52 as of December 31, 2024 to 0.26 as of June 30, 2025, primarily due to an increase in redemption liabilities, partially offset by (i) an increase in inventories and (ii) an increase in financial assets at fair value through profit or loss.

Related Party Transactions

We enter into transactions with related parties from time to time. Our Directors consider that each of the related party transactions set out in Note 39 to the Accountants' Report in Appendix I to this prospectus was conducted in the ordinary course of business on normal commercial terms between the relevant parties. We

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Financial Information

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Financial Data

Our directors also believe that, during the Track Record Period, our related party transactions have not distorted the Track Record Period results or caused the historical results to be unable to reflect future performance.

Off-Balance Sheet Commitments and Arrangements

As of the Latest Practicable Date, we have not entered into any material off-balance sheet commitments or arrangements.

Financial Risk Disclosure

We are exposed to a variety of financial risks, including market 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 when future commercial transactions or recognized assets and liabilities are denominated in a currency other than the functional currency of the Group's entities. The Company's functional currency is Renminbi. The Company's subsidiaries are incorporated in mainland China, Singapore, the United States and Hong Kong, and these subsidiaries use Renminbi, Singapore dollars and US dollars as their respective functional currencies.

We are primarily exposed to the risk of fluctuations in the exchange rate of Renminbi against US dollars. As of December 31, 2022, 2023 and 2024, and June 30, 2025, with all other variables held constant, if the US dollar appreciates / depreciates by 10% against Renminbi, our net loss for the year / period would increase / decrease by RMB18.1 million, RMB34.1 million, RMB35.2 million and RMB55.4 million, respectively, due to foreign exchange gains / losses arising from the translation of US dollar-denominated cash and cash equivalents, bank deposits, trade and other payables, long-term payables and redemption liabilities.

Interest Rate Risk

Other than structured deposits, bank deposits, restricted cash, and cash and cash equivalents, we have no significant interest-bearing assets. Our revenue and operating cash flows are substantially unaffected by changes in market interest rates.

Our finance lease receivables bearing interest at fixed rates expose us to fair value interest rate risk.

Our long-term payables, investment intention payments, redemption liability borrowings and convertible bonds bearing interest at fixed rates expose us to fair value interest rate risk.

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Financial Information

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FINANCIAL DATA

Price Risk

We are exposed to price risk in respect of our long-term investments and structured deposits held by us and classified in the consolidated balance sheet as financial assets at fair value through profit or loss.

We are not exposed to commodity price risk. To manage the price risk arising from investments, we diversify our investment portfolio. Such investments are managed on an individual basis by management, either for strategic purposes or for the purpose of simultaneously achieving investment returns and balancing our liquidity level. Sensitivity analysis is conducted by management, details of which are set out in Note 3.3 to the accountants' report contained in Appendix I to this prospectus.

Credit Risk

We are exposed to credit risk in respect of our cash and cash equivalents, restricted cash, bank deposits, financial assets at fair value through profit or loss, trade and other receivables, and finance lease receivables. The carrying amount of each of the above categories of financial assets represents our maximum exposure to credit risk in respect of the financial assets.

To manage the risk arising from cash and cash equivalents, restricted cash, bank deposits and financial assets at fair value through profit or loss, we only transact with state-owned or reputable financial institutions. These financial institutions have no recent history of default.

To manage the risk arising from trade receivables, we have established policies to ensure that credit terms for sales are only granted to counterparties with appropriate credit records, and management conducts ongoing credit evaluations of its counterparties. The credit period granted to customers generally does not exceed 180 days, and the credit quality of such customers is assessed, taking into account their financial position, past experience and other factors.

In respect of other receivables and finance lease receivables, management conducts regular collective assessments and individual assessments of the recoverability of other receivables and finance lease receivables based on historical settlement records and past experience. In light of the history of cooperation with debtors and the good recovery record of receivables, management considers the inherent credit risk of our outstanding other receivables and finance lease receivables balances to be low.

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Financial Information

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Financial Data

Liquidity Risk

We are committed to maintaining sufficient cash and cash equivalents. Given the active nature of our business operations, our policy is to regularly monitor our liquidity risk and maintain sufficient cash and cash equivalents to meet our liquidity requirements.

Property Interests and Property Valuation

The independent property valuer, Averts (艾華迪), has conducted valuations of selected property interests as at 30 September 2025. Details of such property interests are set out in Appendix III to this prospectus.

The following table sets out a reconciliation between the net book value of selected properties as at 30 June 2025 as contained in the accountants' report set out in Appendix I to this prospectus, and the market value of selected properties as at 30 September 2025 as contained in the property valuation report set out in Appendix III to this prospectus.

(RMB'000)

| | | |---|---| | Net book value of selected properties as at 30 June 2025 | 62,682 | | Depreciation for the three months ended 30 September 2025 | (595) | | Net book value as at 30 September 2025 | 62,087 | | Valuation surplus as at 30 September 2025 | 763 | | Valuation as at 30 September 2025 as contained in Appendix III to this prospectus | 62,850 |

Dividends

We do not have any fixed dividend policy or pre-set dividend payout ratio. During the track record period, we did not declare or distribute any dividends to shareholders. Following the Global Offering, we may declare and pay dividends primarily in cash or in shares as we may consider appropriate. Any decision to declare or pay dividends in the future will be made based on, among other things, our profitability, operational development plans, external financing environment, cost of funding, cash flows of our Company, and such other factors as the Directors may consider relevant. Our ability to pay dividends in the future will also depend on our ability to receive dividends from our subsidiaries. As advised by our PRC legal counsel, under the PRC Company Law, each PRC company is required to set aside at least 10% of its after-tax profits (if any) as statutory reserve fund each year, until the amount set aside reaches 50% of the company's registered capital. In addition, a company may not distribute dividends until losses have been made good and the statutory reserve fund has been set aside. After a company sets aside the statutory reserve fund from its after-tax profits, it may also, upon approval by resolution of the shareholders' meeting, set aside a discretionary reserve fund from its after-tax profits. Accordingly, where losses have been made good and reserve funds have been set aside, we may distribute after-tax profits as dividends to shareholders.

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Financial Information

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FINANCIAL INFORMATION

Distributable Reserves

As of 30 June 2025, we had no distributable reserves.

Listing Expenses

Our listing expenses mainly comprise (i) underwriting-related expenses (such as underwriting fees and commissions), and (ii) non-underwriting-related expenses, including professional fees paid to legal advisers and reporting accountants for services rendered in connection with the Listing and the Global Offering, as well as other fees and expenses. Assuming full payment of the discretionary incentive fee, the estimated total listing expenses for the Global Offering (based on the mid-point of the offer price range and assuming the over-allotment option and the option to adjust the offer size are not exercised) are approximately HK$182.1 million, representing approximately 4.0% of our total gross proceeds. Of the estimated total listing expenses, we expect to pay underwriting-related expenses of HK$113.3 million, professional fees for legal advisers and reporting accountants of HK$52.7 million, and other fees and expenses of HK$16.1 million. Our estimated listing expenses of HK$53.9 million, representing approximately 1.2% of our total gross proceeds, are expected to be expensed in the consolidated statement of comprehensive loss, and the remaining amount of HK$128.2 million is expected to be recognised directly as a deduction from equity upon Listing. As of 30 June 2025, we had incurred listing expenses of RMB43.2 million in connection with the Global Offering, of which RMB33.6 million had been expensed in the consolidated statement of comprehensive loss.

No Material Adverse Change

The Directors confirm that, as of the date of this prospectus, there has been no material adverse change in our financial, operational or trading position, indebtedness, contingent liabilities or prospects since 30 June 2025, being the date to which our most recent audited financial statements were made up, and that no event has occurred since 30 June 2025 that would materially affect the information shown in the accountants' report set out in Appendix I.

Disclosure Required Under Rules 13.13 to 13.19 of the Listing Rules

The Directors confirm that, save for the amounts due from related parties disclosed in this section, as of the Latest Practicable Date, there are no circumstances required to be disclosed pursuant to Rules 13.13 to 13.19 of the Listing Rules.

Unaudited Pro Forma Adjusted Net Tangible Assets

Set out below is the unaudited pro forma adjusted consolidated net tangible assets statement of the Group prepared in accordance with Rule 4.29 of the Listing Rules, to illustrate the effect of the Global Offering on the consolidated net tangible liabilities attributable to equity shareholders of the Company as of 30 June 2025, as if the Global Offering had taken place on 30 June 2025.

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Financial Information

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FINANCIAL INFORMATION

The unaudited pro forma adjusted consolidated net tangible assets statement has been prepared for illustrative purposes only and, because of its hypothetical nature, may not give a true picture of the financial position of the Group had the Global Offering been completed as at 30 June 2025 or at any future date.

As at 30 June 2025 | As at 30 June 2025

| | Audited consolidated net tangible liabilities attributable to owners of the Company | Estimated effects related to termination of redemption rights | Estimated net proceeds from the Global Offering | Unaudited pro forma adjusted consolidated net tangible assets/(liabilities) attributable to owners of the Company | |---|---|---|---|---| | | Note 1 | Note 2 | Note 3 | | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | At an Offer Price of HK$17.0 per Share | (9,104,967) | 12,145,429 | 3,697,956 | 6,738,418 | | At an Offer Price of HK$19.6 per Share | (9,104,967) | 12,145,429 | 4,267,889 | 7,308,351 |

| | Unaudited pro forma adjusted net tangible assets per Share | | |---|---|---| | | Note 4 | Note 5 | | | RMB | HK$ | | At an Offer Price of HK$17.0 per Share | 3.11 | 3.43 | | At an Offer Price of HK$19.6 per Share | 3.37 | 3.71 |

Notes:

1. The audited consolidated net tangible liabilities attributable to owners of the Company as at 30 June 2025 is extracted from Appendix I to this prospectus

Financial Information

▶

The historical financial data contained in the Accountants' Report are calculated based on the audited consolidated net liabilities attributable to owners of the Company of approximately RMB 8,997,718,000 as of 30 June 2025, and adjusted for intangible assets attributable to owners of the Company of approximately RMB 107,249,000 as of 30 June 2025.

As described in Note 31(i) to the Accountants' Report set out in Appendix I to the Prospectus, upon completion of the Listing and the Global Offering, the preferential rights granted to all investors will be irrevocably terminated. Accordingly, the carrying value of the related redemption liabilities of RMB 12,145,429,000 will be derecognised as of 30 June 2025 and credited to equity attributable to owners of the Company.

The estimated net proceeds from the Global Offering are calculated based on the indicative offer prices of HK$17.0 and HK$19.6 per share, after deducting estimated underwriting fees and other related expenses payable by the Company (excluding RMB 33,616,000 deducted in the consolidated statement of comprehensive loss as of 30 June 2025), and without taking into account any shares that may be issued upon exercise of the Over-allotment Option and the Share Adjustment Option, or any shares that may be issued pursuant to the Pre-IPO Employee Incentive Plan.

The unaudited pro forma adjusted consolidated net tangible asset value per share is determined after the adjustments described in Note 2 above, on the basis of 2,165,668,050 shares in issue, assuming the Global Offering had been completed on 30 June 2025, and without taking into account: (i) 193,309,850 ordinary shares issued to certain investors during July to August 2025 for a consideration of RMB 1,914,984,000 as described in Note 44(b) to the Accountants' Report in Appendix I to the Prospectus; and (ii) any shares that may be issued upon exercise of the Over-allotment Option and the Share Adjustment

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Financial Information

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Financial Data

Any shares that may be issued upon the exercise of options. If the issuance of shares to certain investors is considered, assuming indicative offer prices of HK$17.0 per share and HK$19.6 per share respectively, the unaudited pro forma adjusted net tangible asset value per share would be HK$4.04 and HK$4.31, based on 2,358,977,900 shares in issue.

Comparing the valuation of our property interests set out in Appendix III to this prospectus of RMB62,850,000 with the net book value of the properties as at 30 September 2025, the net revaluation surplus amounts to approximately RMB763,000, which has not been taken into account in our consolidated net tangible liabilities attributable to equity shareholders as at 30 September 2025. The revaluation of our property interests will not be incorporated into our

Financial Information

▶

Financial data. If the revaluation surplus were included in our financial data, additional annual depreciation expenses of approximately RMB 29,000 yuan would be charged in respect of the property interest.

With respect to the unaudited pro forma adjusted net tangible assets, balances presented in Renminbi have been converted into Hong Kong dollars at an exchange rate of RMB 0.9078 yuan per HK$1.00. No representation is made that the Renminbi amounts have been, could have been, or could be converted into Hong Kong dollars at that rate, or vice versa.

No adjustments have been made to the Group's unaudited pro forma adjusted net tangible assets to reflect any results of transactions or other transactions entered into by the Group after 30 June 2025.

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Use of Proceeds

▶

Approximately 5.0%, or HK$217.5 million, will be used for the commercialisation of our intelligent computing solutions. Specifically, we plan to expand our sales and marketing team by recruiting approximately 35 employees with expertise in sales and marketing strategies, to carry out marketing and promotional activities such as establishing exhibition centres or showrooms — primarily featuring interior construction and renovation works as well as multimedia hardware, supplemented by software design and video production — so as to create an immersive environment to showcase our products and solutions, and to establish a dedicated team to provide customers with

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Use of Proceeds

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Future Plans and Use of Proceeds

technical support. Through the above efforts, we expect to establish our own sales network, strengthen our customer relationships, and build our brand influence. Please refer to "– Business Sustainability and Path to Profitability – Expanding Our Customer Base."

•

Approximately 10.0%, or HK$435.1 million, will be used for working capital and general corporate purposes.

The table below sets out the annual allocation plan of the net proceeds from the Global Offering by nature for the period from 2026 to 2029. Investors should note that such plans are based on assumptions and are subject to various uncertainties, including those described in this prospectus

Risk Factors

▶

the risks described in the "Risk Factors" section of this prospectus. Therefore, we cannot guarantee that our plans will proceed as scheduled or that our objectives will be fully achieved.

| | 2026 | 2027 | 2028 | 2029 | Total | |---|---|---|---|---|---| | | (HK$ million) | | | | | | Intelligent Computing Solutions R&D | 778.8 | 793.6 | 1,076.8 | 1,048.9 | 3,698.0 | | — Development of Intelligent Computing Hardware | 430.7 | 445.5 | 554.7 | 526.9 | 1,957.8 | | — Development and Upgrade of Software Platforms | 348.0 | 348.0 | 522.1 | 522.1 | 1,740.2 | | Commercialization of Intelligent Computing Solutions | 42.4 | 54.4 | 65.3 | 55.5 | 217.5 | | Working Capital and Other General Corporate Purposes | 87.0 | 87.0 | 130.5 | 130.5 | 435.1 | | **Total** | **908.2** | **934.9** | **1,272.6** | **1,234.9** | **4,350.6** |

If the Offer Price is fixed at the upper or lower end of the indicated range, the net proceeds of the Company will increase or decrease by approximately HK$313.9 million, respectively. We intend to apply any increase or decrease in net proceeds on a pro-rata basis among the uses described above.

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Use of Proceeds

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Future Plans and Use of Proceeds

If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full, the net proceeds we will receive will be (i) HK$6,190.9 million (assuming an Offer Price of HK$19.60 per Share, being the maximum of the indicative Offer Price range), (ii) HK$5,775.8 million (assuming an Offer Price of HK$18.30 per Share, being the mid-point of the indicative Offer Price range), and (iii) HK$5,360.6 million (assuming an Offer Price of HK$17.00 per Share, being the minimum of the indicative Offer Price range).

If the net proceeds from the Global Offering are not immediately applied to the above uses, and to the extent permitted by applicable laws and regulations, we intend to deposit such net proceeds in short-term interest-bearing accounts with licensed commercial banks and/or other authorized financial institutions (as defined in the Securities and Futures Ordinance or applicable laws and regulations in other jurisdictions). In such circumstances, we will comply with the applicable disclosure requirements under the Listing Rules.

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UNDERWRITING

Hong Kong Underwriters

China International Capital Corporation Hong Kong Securities Limited

Ping An Securities (Hong Kong) Limited

BOCI Asia Limited

CLSA Limited

Orient Securities (Hong Kong) Limited

Futu Securities International (Hong Kong) Limited

SPD International Finance Limited

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Underwriting

This prospectus is issued in connection with the Hong Kong Public Offering only. The Hong Kong Public Offering is conditionally and fully underwritten by the Hong Kong Underwriters. The International Offering is expected to be fully underwritten by the International Underwriters. If, for any reason, the Sponsor and Overall Coordinator (for itself and on behalf of the Underwriters) and the Company are unable to agree on the Offer Price, the Global Offering will not proceed and will lapse.

The Global Offering comprises the Hong Kong Public Offering and the International Offering, initially offering 12,384,800 Hong Kong Offer Shares and 235,308,000 International Offer Shares respectively, in each case subject to reallocation on the basis described in the section headed "Structure of the Global Offering" in this prospectus and subject to the exercise of the Offer Size Adjustment Option and the Over-allotment Option (in the case of the International Offering).

The Company will be considered a "covered foreign person" engaged in "covered activities" that could cause an investment in the Company to constitute a "prohibited transaction" as defined under the Foreign Investment Regulations, as set out in Part 31, Section 850.209 of the U.S. Code of Federal Regulations. Accordingly, unless an applicable exception applies, U.S. persons will be prohibited from investing in the Company or knowingly directing an investment in the Company.

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UNDERWRITING

Underwriting Arrangements and Expenses

Hong Kong Public Offering

Hong Kong Underwriting Agreement

Pursuant to the Hong Kong Underwriting Agreement, the Company is offering the Hong Kong Offer Shares for subscription at the Offer Price on the terms and conditions set out in this prospectus and the Hong Kong Underwriting Agreement.

Subject to (a) the Listing Committee granting approval for the listing of and permission to deal in the H Shares to be offered under the Global Offering (including any additional H Shares that may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) and the H Shares to be converted from unlisted shares on the Main Board of the Stock Exchange of Hong Kong, and such approval not having been revoked prior to the commencement of trading of the H Shares on the Stock Exchange of Hong Kong, and (b) certain other conditions set out in the Hong Kong Underwriting Agreement having been fulfilled, the Hong Kong Underwriters have severally, but not jointly, agreed to procure subscribers for, or themselves subscribe for, on the terms and conditions set out in this prospectus and the Hong Kong Underwriting Agreement, in their respective applicable proportions, any Hong Kong Offer Shares being offered under the Hong Kong Public Offering that are not subscribed for.

The Hong Kong Underwriting Agreement is conditional upon, among other things, the International Underwriting Agreement having been signed and becoming unconditional and not having been terminated in accordance with its terms.

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Grounds for Termination

If at any time prior to 8:00 a.m. on the day on which trading of the H Shares commences on the Stock Exchange, any of the following events occurs:

(1) If any of the following events develops, occurs, exists or becomes effective:

**(a)** any new law or regulation, or any change or development involving a prospective change in existing laws or regulations, or any event or series of events or circumstances which may result in a change or development involving a prospective change in the interpretation or application thereof by any court or competent authority, in or affecting Hong Kong, China, the United States, the United Kingdom, the European Union (or any member state thereof) and Singapore, or any other jurisdiction related to the Group or the Global Offering (each a "Relevant Jurisdiction" and collectively the "Relevant Jurisdictions"); or

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**(b)** any local, national, regional or international financial, political, military, industrial, economic, fiscal, legal

Share Capital

▶

legal, regulatory, monetary, credit or market conditions or sentiment, taxation, equity securities or currency exchange rates or controls or any currency or transaction settlement system, or foreign investment regulations (including but not limited to the devaluation of Hong Kong dollars, US dollars or Renminbi against any foreign currency, changes to the system of pegging the Hong Kong dollar to the US dollar or pegging the Renminbi to one or more foreign currencies) or other financial markets (including but not limited to conditions and sentiment in the equity and bond markets, currency and foreign exchange markets, interbank markets and credit markets), or any change or development involving a prospective change in any of the foregoing, or any event or series of events or circumstances that may cause or lead to such change or prospective change; or

(c)

any event or series of events or circumstances of a force majeure nature occurring in or affecting any Relevant Jurisdiction (including but not limited to any act of government, local, national or international declaration of a state of emergency or war, calamity, crisis, economic sanctions, strike, labour dispute, other industrial action, blockade, fire, explosion, flood, tsunami, earthquake, volcanic eruption, civil commotion, riot, insurrection, disorder in public order, paralysis of government operations, act of war, epidemic, pandemic, outbreak or worsening, mutation or aggravation of disease, accident or disruption or delay in transportation, outbreak or escalation of hostilities at local, national, regional or international level (whether or not war has been declared), act of God or act of terrorism (whether or not responsibility has been claimed)); or

(d)

the imposition or announcement of: (i) a general suspension, stoppage or limitation of trading in shares or securities on the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market or the London Stock Exchange (including but not limited to the imposition or requirement of any minimum or maximum price limit or price range); or (ii) a general suspension, stoppage or limitation of trading in shares or securities in respect of any securities of the Company listed or quoted on any stock exchange or over-the-counter market (including but not limited to the imposition or requirement of any minimum or maximum price limit or price range); or

(e)

a general moratorium on commercial banking activities or a declaration of a general moratorium on banking activities in or affecting any Relevant Jurisdiction, or any disruption in commercial banking business or foreign exchange trading or securities settlement or clearing services, procedures or matters in or affecting any Relevant Jurisdiction; or

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UNDERWRITING

(f)

without the prior written consent of the Sponsor and Overall Coordinator, the issue or requirement for the issue by the Company, pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Listing Rules or any requirement or request of the Stock Exchange and/or the SFC, of any supplement or amendment to this prospectus or other documents relating to the offer for subscription and sale of the Offer Shares; or

(g)

any public litigation or investigation commenced or the announcement of any intention to take any action against any Group company or any director or member of senior management of any Group company by any authority or other regulatory or political body or organisation; or

(h)

the imposition directly or indirectly of any form of sanction or export control on any Group company by or in any Relevant Jurisdiction, or the withdrawal directly or indirectly in any form by or in respect of any Relevant Jurisdiction of trading privileges existing on the date of the Hong Kong Underwriting Agreement in Hong Kong; or

(i)

any valid demand by creditors for payment or repayment of any indebtedness of any member of the Group before its due date, or any indebtedness for which any member of the Group is liable; or

(j)

any non-compliance of this prospectus (or any other document used in connection with the proposed offer, allotment, issue, subscription or sale of any Offer Shares), documents filed with the CSRC or any aspect of the Global Offering with the Listing Rules or any other applicable laws; or

(k)

any litigation, dispute, legal proceedings or claim threatened, commenced or announced against any member of the Group or any director or member of senior management named in this prospectus, or any regulatory or administrative investigation or action; or

(l)

any breach of the Listing Rules or applicable laws by any Group company or any director; or

(m)

any order or petition for the winding-up or liquidation of any member of the Group being presented, or any member of the Group reaching any debt settlement or arrangement with its creditors, or entering into any arrangement for repayment of debts, or any resolution for the winding-up of any member of the Group being passed, or a provisional liquidator, receiver or administrator being appointed to manage all or part of the assets or business of any member of the Group, or any similar event occurring in respect of any member of the Group; or

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UNDERWRITING

and the Joint Sponsors and/or the Sponsor and Overall Coordinator (for themselves and on behalf of the Hong Kong Underwriters) consider in their sole discretion that any such circumstances, individually or collectively:

have had or will have or are likely to have a material adverse effect or involve a prospective material adverse effect on the profits, losses, operating results, assets, liabilities, general affairs, business, management, performance, prospects, shareholders' equity, condition or affairs (financial, trading or otherwise) of the Group as a whole (a "Material Adverse Effect"), or any development involving a prospective Material Adverse Effect;

ii.

have had or will have or are likely to 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 interest in the International Offering; or

iii.

have made or will make or are likely to make it impracticable, inadvisable, inexpedient or impossible to perform or implement the Hong Kong Underwriting Agreement, the Hong Kong Public Offering or the Global Offering or any material part thereof as expected, or to proceed with the Hong Kong Public Offering and/or the Global Offering, or to conduct roadshows for the Global Offering, or to deliver or distribute the Offer Shares in the manner and on the terms set out in the offering documents; or

iv.

have resulted or will result or are likely to result in any part of the Hong Kong Underwriting Agreement (including the underwriting) being incapable of performance in accordance with its terms, or have prevented the processing of applications and/or payments pursuant to the Global Offering or pursuant to the underwriting thereof; or

(2)

the Joint Sponsors and/or the Sponsor and Overall Coordinator (for themselves and on behalf of the Hong Kong Underwriters) become aware of:

(a)

any statement contained in the offering documents, the operational documents, the CSRC Filing and/or any notice, announcement, advertisement, communication or other document issued or used by or on behalf of the Company in connection with the Global Offering (including any supplement or amendment thereto) (the "Global Offering Documents") that was or has become untrue, incorrect, inaccurate or incomplete or misleading in any material respect at the time of issue; or any estimate, forecast, expressed opinion, intention or expectation contained in any such documents that was or has become unfair or misleading in any material respect at the time of issue, or was made on the basis of incorrect, dishonest or unreasonable assumptions or in a manner that was not made in good faith; or

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(b)

any matter has arisen or been discovered which, had it arisen or been discovered immediately before the date of this prospectus, would have constituted a material omission from or misrepresentation in any Global Offering Document; or

(c)

any material breach of any representation, warranty or undertaking given by the Company in the Hong Kong Underwriting Agreement or the International Offering Agreement, or any event or circumstance that renders any of the foregoing untrue, incorrect, incomplete or misleading in any respect; or

(d)

any material breach of any obligation or undertaking of the Company or any cornerstone investor (if applicable) under the Hong Kong Underwriting Agreement, the International Underwriting Agreement or any cornerstone investment agreement; or

(e)

any change or development involving a prospective change that constitutes or gives rise to a Material Adverse Effect; or

(f)

the chairman of the Company, any executive director or any key personnel or member of senior management named in this prospectus seeking to resign, being removed or departing; or

(g)

any director of the Company or any key personnel or any member of senior management named in this prospectus being charged with an indictable offence or being prohibited or disqualified by law enforcement from participation in corporate management matters or directorship; or

(h)

the withdrawal by the Company of this prospectus (and/or any other document used in connection with the subscription or sale of any Offer Shares pursuant to the Global Offering) or the Global Offering; or

(i)

the Listing Committee refusing to grant or not having granted approval for the listing and trading of the H Shares issued and to be issued pursuant to the Global Offering (including pursuant to the exercise of the Over-allotment Option and the Share Adjustment Option) on or before the Listing Date (other than subject to customary conditions), or if approval has been granted but is subsequently withdrawn, cancelled, made subject to conditions (other than customary conditions), revoked or suspended; or

(j)

any expert (other than any Joint Sponsor) having withdrawn its consent to the issue of this prospectus or any offering document in which its report, letter and/or legal opinion (as the case may be) is reproduced, and to references to its name in the form and context in which they appear in such documents; or

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(k)

the Company being prohibited for any reason from offering, allotting, issuing or selling any Offer Shares pursuant to the terms of the Global Offering; or

(l)

(A) the CSRC Filing acceptance notice issued by the CSRC and/or the CSRC Filing results published on the CSRC website being rejected, withdrawn, revoked or rendered invalid; or (B) without the prior written consent of the Sponsor and Overall Coordinator, the issue or requirement for the issue by the Company, pursuant to the CSRC Rules or any requirement or request of the CSRC, of any supplement or amendment to the CSRC Filing documents; or (C) the CSRC Filing not complying with the CSRC Rules or any other applicable laws; or

(m)

(i) a material portion of the orders placed or confirmed in the book-building process, or (ii) any investment commitment made by any cornerstone investor under the cornerstone investment agreement entered into with such cornerstone investor, being withdrawn, terminated or cancelled; or the proceeds in respect of the relevant orders and/or investment commitments not having been received or otherwise settled in the manner and within the time prescribed; or

(n)

any event, act or omission which gives or is likely to give rise to any liability on the part of any of the indemnified parties pursuant to the indemnities contained in this Agreement or the International Underwriting Agreement (including any supplement or amendment thereto) (if applicable),

then in each case, the Joint Sponsors and the Sponsor and Overall Coordinator (for themselves and on behalf of the Hong Kong Underwriters) may in their absolute discretion, and upon giving written notice to the Company, immediately terminate the Hong Kong Underwriting Agreement.

Undertakings to the Stock Exchange pursuant to the Listing Rules

Undertakings by the Company Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock Exchange that, except (a) pursuant to the Global Offering, the Over-allotment Option and the Share Adjustment Option, or (b) in any of the circumstances prescribed under Rule 10.08 of the Listing Rules, no new Shares shall be issued from the Listing Date

Share Capital

▶

Within six months from the date of listing, it will not issue any additional shares or securities convertible into the Company's share capital (whether or not of a listed class), nor will it enter into any agreement in respect of such issuance (regardless of whether the issuance of such shares or securities will be completed within six months from the date of listing).

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Undertakings Made by Mr. Zhang, Shanghai Bili Ren and the Cornerstone Investors

Pursuant to Rule 18C.14 of the Listing Rules, Mr. Zhang and Shanghai Bili Ren (as his close associate) and the Cornerstone Investors (including QM120, Country Garden Ventures, Sky9 Capital, Zhuhai Gree and Shenzhen Songhe) each, together with their respective close associates (as specified in the section headed "History, Development and Corporate Structure — Lock-up and Public Float Requirements under the Listing Rules"), have each undertaken to the Stock Exchange and us that, except pursuant to the Global Offering (including the Offer Size Adjustment Option and the Over-allotment Option) and unless otherwise permitted under Rule 18C.15 of the Listing Rules, at any time during the period from the date on which their shareholding interests are disclosed in this prospectus until the date falling 12 months (or, in the case of the Cornerstone Investors, 6 months) from the date of listing, they shall not dispose of, nor enter into any agreement to dispose of, nor create any option, right, interest or encumbrance over, any shares beneficially owned by them as set out in this prospectus.

Shanghai Bili Ren is our employee incentive platform. We have granted share options to selected participants under the Pre-IPO Employee Incentive Scheme in exchange for indirect limited partnership interests in 31 limited partners of Shanghai Bili Ren. As of the Latest Practicable Date, four directors (including our Chief Technology Officer Mr. Zhou HONG and Chief Operating Officer Mr. Linglan ZHANG, who are also key management members and core members of our R&D team) are limited partners among the four limited partners of Shanghai Bili Ren, including: (i) Limited Partnership 1 (a limited partner of Shanghai Bili Ren, holding 46.54% of its partnership interest), in which Mr. Zhou HONG, Mr. Linglan ZHANG and Mr. Luting PAN hold 35.32%, 22.91% and 1.28% of the partnership interest in Limited Partnership 1, respectively; (ii) Limited Partnership 2 (a limited partner of Shanghai Bili Ren, holding approximately 9.08% of its partnership interest), in which Mr. Xiao holds 2.53% of the partnership interest in Limited Partnership 2; (iii) Limited Partnership 3 (a limited partner of Shanghai Bili Ren, holding 1.95% of its partnership interest), in which Mr. Xiao holds 66.89% of the partnership interest in Limited Partnership 3; and (iv) Limited Partnership 31 (a limited partner of Shanghai Bili Ren, holding 2.83% of its partnership interest), in which Mr. Luting PAN holds 17.23% of the partnership interest in Limited Partnership 31. The partnership interests held by our four executive directors in the limited partners of Shanghai Bili Ren are subject to a lock-up period, which will expire upon the lapse of 12 months from the date of listing. Save as disclosed above, no other senior management or key management or core R&D team members hold any interest in the Company.

Note 2 to Rule 18C.14 of the Listing Rules provides that the above undertakings shall not prevent such persons from pledging (including charging or mortgaging) shares beneficially owned by them to an authorized institution (as defined in the Banking Ordinance, Chapter 155 of the Laws of Hong Kong) as a beneficiary in order to obtain a bona fide commercial loan.

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Furthermore, pursuant to Note 2 to Rule 18C.14 of the Listing Rules, each of such persons has undertaken to the Stock Exchange and us that, during the period from the date on which their shareholding interests are disclosed in this prospectus until the date falling 12 months (or, in the case of the Cornerstone Investors, 6 months) from the date of listing, they will:

(a) immediately notify us and the Stock Exchange of any pledge or charge over any shares beneficially owned by them to an authorized institution (as defined in the Banking Ordinance, Chapter 155 of the Laws of Hong Kong) as a beneficiary in order to obtain a bona fide commercial loan, and the number of shares so pledged or charged; and

(b) immediately notify us and the Stock Exchange upon receipt of any instruction (whether oral or written) from the pledgee or chargee regarding the intended disposal of the pledged or charged shares.

We will inform the Stock Exchange immediately upon being notified of any of the above matters (if any) by such persons, and will disclose such matters as soon as practicable after becoming aware of them.

Undertakings Pursuant to the Hong Kong Underwriting Agreement

Undertakings by the Company

Pursuant to the Hong Kong Underwriting Agreement, the Company has undertaken to each of the Joint Sponsors, the Sponsor and Overall Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Markets Intermediary and the Hong Kong Underwriters that, except pursuant to the Global Offering (including pursuant to the Offer Size Adjustment Option and the Over-allotment Option) and without the prior written consent of the Joint Sponsors, the Sponsor and Overall Coordinator 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, at any time during the period from the date of the Hong Kong Underwriting Agreement to and including the date falling six months after the date of listing (the "First Six-Month Period"), the Company will not:

(a) allot, issue, sell, accept subscriptions for, offer to allot, issue or sell, contract or agree to allot, issue or sell, transfer, 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 any encumbrance over, or agree to transfer or dispose of or create any encumbrance over, or repurchase (whether directly or indirectly, conditionally or unconditionally), or repurchase any shares or other securities convertible into the Company's share capital, or any interest in any of the foregoing (including but not limited to any convertible

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Share Capital

▶

H shares or other securities, for cash or otherwise (regardless of whether the issuance of such equity or other securities would be completed within the first six-month period).

The Company further agrees that if, during the six-month period commencing on the date of expiry of the first six-month period (the "Second Six-Month Period"), the Company is permitted to enter into any transaction described in items (a), (b) or (c) above, or to offer, agree or announce an intention to enter into any such transaction, the Company will take all reasonable steps to ensure that such issue or disposal will not, and that the Company's other conduct will not, create a disorderly or false market in any shares or other securities of the Company.

Interests of the Hong Kong Underwriters in the Company

Save for (i) their respective obligations under the Hong Kong Underwriting Agreement, and (ii) the indirect holding company of Ping An Securities (Hong Kong) Limited being deemed to hold, through Shareholder (PA GCC), an interest of approximately 2.25% of the total issued share capital of the Company immediately prior to the completion of the Global Offering, as of the Latest Practicable Date, none of the Hong Kong Underwriters has, directly or indirectly, any legal or beneficial interest in any shares or any securities of any member of the Group, or any right or option (whether or not legally enforceable) to subscribe for or purchase, or to nominate any person to subscribe for or purchase, any H Shares or any securities of any member of the Group.

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UNDERWRITING

Following completion of the Global Offering, the Hong Kong Underwriters and their affiliates may hold certain H Shares as a result of fulfilling their respective obligations under the Hong Kong Underwriting Agreement.

International Offering

International Underwriting Agreement

The Company expects to enter into the International Underwriting Agreement with the Sponsors and Overall Coordinators (on behalf of the International Underwriters) on or around the Price Determination Date in connection with the International Offering. Pursuant to the International Underwriting Agreement and subject to whether the Offer Size Adjustment Option and the Over-allotment Option are exercised, the International Underwriters will, subject to certain conditions set out therein, severally (but not jointly) agree to procure subscribers for, or themselves subscribe for, the International Offer Shares initially offered under the International Offering in their respective applicable proportions. The International Underwriting Agreement is expected to be terminable on grounds similar to those applicable to the Hong Kong Underwriting Agreement. Prospective investors should note that if the International Underwriting Agreement is not entered into or is terminated, the Global Offering will not proceed. Please refer to "Structure of the Global Offering – International Offering."

Over-allotment Option

The Company expects to grant the Over-allotment Option to the International Underwriters, exercisable by the Sponsors and Overall Coordinators (on behalf of the International Underwriters) at any time from the Listing Date up to and including Wednesday, 28 January 2026 (being the 30th day after the last day for lodging applications under the Hong Kong Public Offering), pursuant to which the Company may be required to issue up to a maximum of 37,153,800 H Shares in aggregate (representing up to 15% of the Offer Shares initially offered under the Global Offering, assuming the Offer Size Adjustment Option is not exercised at all), or up to a maximum of 42,726,800 additional H Shares in aggregate (representing approximately 15% of the Offer Shares initially offered under the Global Offering, assuming the Offer Size Adjustment Option is exercised in full), at the Offer Price to cover over-allocations in the International Offering, if any. Please refer to "Structure of the Global Offering – Over-allotment Option."

Offer Size Adjustment Option

The Company expects to grant the Offer Size Adjustment Option to the International Underwriters, exercisable by the Sponsors and Overall Coordinators (for themselves and on behalf of the International Underwriters) on or before the second Business Day prior to the Listing Date and will lapse immediately thereafter (whichever is earlier), to require the Company to allot and issue up to a maximum of 37,153,800 additional Offer Shares in aggregate (representing approximately 15.0% of the Offer Shares initially offered under the Global Offering) at the Offer Price to cover any excess demand in the International Offering.

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UNDERWRITING

The Offer Size Adjustment Option provides the Sponsors and Overall Coordinators with flexibility to increase the number of Offer Shares available for purchase under the International Offering to satisfy additional market demand. Further details are set out in the section headed "Structure of the Global Offering – International Offering – Offer Size Adjustment Option" in this prospectus.

Commissions and Expenses

The Underwriters and Capital Markets Intermediaries will receive an underwriting commission of 1.5% of the aggregate Offer Price of all Offer Shares (including any Offer Shares to be issued upon exercise of the Offer Size Adjustment Option and the Over-allotment Option) (the "Fixed Fee"), out of which any sub-underwriting commissions and other fees will be paid.

The Underwriters and Capital Markets Intermediaries may receive a discretionary incentive fee of up to 1.0% of the aggregate Offer Price of all Offer Shares (including any Offer Shares to be issued upon exercise of the Offer Size Adjustment Option and the Over-allotment Option) (the "Discretionary Fee"). Assuming the Discretionary Fee is paid in full, the ratio of the Fixed Fee to the Discretionary Fee payable to all Underwriters would therefore be 57.0%:43.0%. The incentive fee is discretionary in nature and is payable at the sole discretion of the Company.

In respect of any Hong Kong Offer Shares not subscribed for that are reallocated to the International Offering, underwriting commissions will not be payable to the Hong Kong Underwriters but will be payable to the relevant International Underwriters at the rate applicable to the International Offering.

The aggregate underwriting commission payable to the Underwriters in respect of the Global Offering (assuming an Offer Price of HK$18.30 per Offer Share (being the mid-point of the indicative Offer Price range), full payment of the discretionary incentive fee and full exercise of the Offer Size Adjustment Option and the Over-allotment Option) will be approximately HK$143.6 million (after deducting the aggregate sponsorship fees of HK$6.3 million payable to the Joint Sponsors, which may be deducted in full from the underwriting commissions and fees).

The aggregate underwriting commissions and fees together with the Stock Exchange listing fees, AFRC transaction levy, SFC transaction levy, Stock Exchange trading fee, legal and other professional fees, printing costs and all other expenses in connection with the Global Offering are estimated to be approximately HK$182.2 million in aggregate (assuming an Offer Price of HK$18.30 per Offer Share (being the mid-point of the indicative Offer Price range), full payment of the discretionary incentive fee and the Offer Size Adjustment Option and Over-allotment Option are not exercised), and are to be borne by the Company.

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UNDERWRITING

Indemnity

The Company has agreed to indemnify the Hong Kong Underwriters against certain losses which they may suffer or incur, including losses incurred by them in fulfilling their obligations under the Hong Kong Underwriting Agreement and losses arising from any breach by the Company of the Hong Kong Underwriting Agreement.

Syndicate Members' Activities

The underwriters of the Hong Kong Public Offering and the International Offering (collectively, the "Syndicate Members") and their respective affiliates may individually engage in various activities that do not form part of the underwriting or stabilization process (as further described below).

Syndicate Members and their respective affiliates are diversified financial institutions with interrelated operations in numerous countries around the world. These entities engage for their own account and on behalf of others in a broad range of commercial and investment banking, brokerage, fund management, trading, hedging, investing and other activities. In the ordinary course of their various business activities, 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 the Company and/or persons and entities with relationships with the Company, and may also include swaps and other financial instruments entered into for hedging purposes in relation to the Group's loans and other indebtedness.

With respect to H Shares, the activities of Syndicate Members and their respective affiliates may include acting as agent for buyers and sellers of H Shares, entering into transactions with such buyers and sellers as principal (including as lenders of H Shares to initial purchasers in the Global Offering, where the financing may be secured by shares), proprietary trading in H Shares, and entering into over-the-counter or listed derivative transactions or listed or unlisted securities transactions (including the issuance of securities such as derivative warrants listed on a stock exchange) whose underlying assets include H Shares. Such transactions may be entered into bilaterally or as buyer and seller with selected counterparties. These activities may require such entities to engage in hedging activities that directly or indirectly involve the purchase and sale of H Shares, which may have a negative impact on the trading price of H Shares. All such activities may occur in Hong Kong and elsewhere in the world and may result in Syndicate Members and their respective affiliates holding long and/or short positions in H Shares, baskets of securities containing shares, units in funds that may purchase H Shares or derivative products relating to any of the foregoing.

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UNDERWRITING

In the event that any Syndicate Member or its affiliate issues any listed securities on the Stock Exchange or any other stock exchange for which H Shares are the underlying securities, the rules of such stock exchange may require the issuer of such securities (or one of its affiliates or agents) to act as a market maker or liquidity provider for such securities, which will in most cases also result in hedging activities in H Shares.

All of the above activities may occur during and after the stabilization period described in the section headed "Structure of the Global Offering" in this prospectus. Such activities may affect the market price or value of H Shares, the liquidity or trading volume of H Shares, and the price volatility of H Shares, and the extent of their daily impact cannot be estimated.

Please note that when engaging in any such activities, Syndicate Members will be subject to certain restrictions, including the following:

(a) No Syndicate Member (other than the stabilizing manager or its affiliates or any person acting on its behalf) may, in connection with the distribution of the Offer Shares, effect any transaction in the open market or otherwise (including the issue of or entry into any option or other derivative transaction in respect of the Offer Shares) intended to stabilize or maintain the market price of any Offer Shares at a level other than that which might otherwise prevail in the open market; and

(b) Syndicate Members must comply with all applicable laws, including the provisions of the Securities and Futures Ordinance relating to market misconduct (including the prohibitions against insider dealing, false trading, price manipulation and market manipulation).

Certain Syndicate Members and their respective affiliates have provided and are expected to provide in the future investment banking and other services to the Company and its affiliates, for which the relevant Syndicate Members and their respective affiliates have received or will receive customary fees and commissions.

In addition, Syndicate Members or their respective affiliates may extend financing to investors to fund their subscriptions for Offer Shares in the Global Offering.

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STRUCTURE OF THE GLOBAL OFFERING

Global Offering

This prospectus is issued in connection with the Hong Kong Public Offering as part of the Global Offering.

The H Shares to be listed on the Stock Exchange are sponsored by the Joint Sponsors. The Joint Sponsors have made an application on behalf of the Company to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the H Shares to be issued as described in this prospectus.

247,692,800 Offer Shares will be initially available for subscription under the Global Offering, which comprises:

(a) the Hong Kong Public Offering of an initial 12,384,800 Offer Shares (subject to reallocation) to be offered in Hong Kong as described in the subsection headed "Hong Kong Public Offering" below in this section; and

(b) the International Offering of an initial 235,308,000 Offer Shares (subject to reallocation and depending on whether the Offer Size Adjustment Option and the Over-allotment Option are exercised) to be offered outside the United States (including to professional and institutional investors in Hong Kong) in offshore transactions in reliance on Regulation S under the Securities Act, as described in the subsection headed "International Offering" below in this section.

Investors may apply for:

(i) Hong Kong Offer Shares under the Hong Kong Public Offering; or

(ii) International Offer Shares by applying for or indicating an interest in subscribing under the International Offering,

but may not do both.

Upon completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), the Offer Shares will represent approximately 10.5% of the total issued share capital. If the Over-allotment Option is exercised in full, upon completion of the Global Offering and issuance of Offer Shares pursuant to the Over-allotment Option, the Offer Shares (including the shares issued pursuant to the full exercise of the Over-allotment Option) will represent approximately 11.9% of the total issued share capital (assuming the Offer Size Adjustment Option is not exercised at all) or approximately 13.4% of the total issued share capital (assuming the Offer Size Adjustment Option is exercised in full).

References in this prospectus to applications, application monies or to the application procedure relate only to the Hong Kong Public Offering.

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STRUCTURE OF THE GLOBAL OFFERING

Hong Kong Public Offering

Number of Offer Shares Initially Offered

The Company is initially offering 12,384,800 Offer Shares (subject to reallocation) for subscription by members of the Hong Kong public at the Offer Price, representing approximately 5% of the total number of Offer Shares initially available for subscription under the Global Offering. The number of Offer Shares initially offered under the Hong Kong Public Offering will represent approximately 0.5% of the total issued share capital immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), subject to any reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering.

The Hong Kong Public Offering is open to members of the Hong Kong public as well as to institutional and professional investors. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities, and corporate entities which regularly invest in shares and other securities.

The Hong Kong Public Offering is conditional upon the conditions set out in the subsection headed "Conditions of the Global Offering" in this section being fulfilled.

Allocation

Offer Shares under the Hong Kong Public Offering will be allocated to investors solely on the basis of the level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary depending on the number of Hong Kong Offer Shares validly applied for by applicants. The allocation method (if applicable) may include balloting, which means that some applicants may receive a higher allocation of Hong Kong Offer Shares than others who have applied for the same number of shares, while applicants who are unsuccessful in the ballot may not receive any Hong Kong Offer Shares.

For allocation purposes only, the total number of Hong Kong Offer Shares available for subscription under the Hong Kong Public Offering (after taking into account any reallocation as described below) will be divided equally into two pools (odd lots, if any, to be allocated to Pool A): Pool A and Pool B. The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 million or below (excluding brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading fee). The Hong Kong Offer Shares in Pool B will be allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of more than HK$5 million (excluding brokerage, AFRC transaction levy, SFC transaction levy and Stock Exchange trading fee) but not exceeding the total value of Pool B.

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STRUCTURE OF THE GLOBAL OFFERING

Investors should note that applications in Pool A and Pool B may be subject to different allocation ratios. If any Hong Kong Offer Shares in one pool (but not the other) are not fully subscribed, the unsubscribed Hong Kong Offer Shares from that pool will be transferred to the other pool to satisfy demand in that pool and will be allocated accordingly. For the purpose of the preceding paragraph only, the "price" of Hong Kong Offer Shares means the price payable on application for such shares (without regard to the final Offer Price as determined). Applicants can only be allocated Hong Kong Offer Shares from either Pool A or Pool B, but not both. Multiple applications or suspected multiple applications under the Hong Kong Public Offering and any application for more than 6,192,400 Hong Kong Offer Shares will not be accepted.

Reallocation and Clawback

The allocation of Offer Shares between the Hong Kong Public Offering and the International Offering is subject to reallocation. Practice Note 18 to the Listing Rules, paragraph 4.2 (as amended by Rule 18C.09 of the Listing Rules), requires a clawback mechanism to be put in place whereby, if the International Offer Shares are fully subscribed or over-subscribed and certain prescribed levels of aggregate demand are reached under the Hong Kong Public Offering, the clawback mechanism will operate 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.

If the number of Offer Shares validly applied for under the Hong Kong Public Offering reaches (a) 10 times or more but less than 50 times, and (b) 50 times or more, of the total number of Offer Shares initially available for subscription under the Hong Kong Public Offering, Offer Shares will be reallocated from the International Offering to the Hong Kong Public Offering. Such reallocation will increase the total number of Offer Shares available for subscription under the Hong Kong Public Offering to 24,769,400 Offer Shares (in the case of scenario (a)) and 49,538,600 Offer Shares (in the case of scenario (b)), representing approximately 10% and approximately 20%, respectively, of the total number of Offer Shares initially available for subscription under the Global Offering (before any exercise of the Offer Size Adjustment Option and the Over-allotment Option). 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 Sponsors and Overall Coordinators consider appropriate.

In addition to any statutory reallocation as described above, in certain circumstances, the Offer Shares to be offered under the Hong Kong Public Offering and the Offer Shares to be offered under the International Offering may be reallocated between such offerings at the discretion of the Sponsors and Overall Coordinators.

The Sponsors and Overall Coordinators may reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering.

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Structure of the Global Offering

The Sponsor and Overall Coordinator may, at its discretion and in accordance with Chapter 4.14 of the Practice Note for New Listing Applicants, reallocate Offer Shares initially allocated to the International Offering to the Hong Kong Public Offering in order to satisfy valid applications under Category A and Category B of the Hong Kong Public Offering. If (i) the International Offering Shares are undersubscribed, while the Hong Kong Offer Shares are fully subscribed or oversubscribed (regardless of the level of oversubscription); or (ii) the International Offering Shares are fully subscribed or oversubscribed, and the Hong Kong Offer Shares are fully subscribed or oversubscribed by less than 10 times the number of Hong Kong Offer Shares initially available for subscription under the Hong Kong Public Offering (on the condition that the Offer Price is to be set at HK$17.00 (the lower end of the indicative Offer Price range)), then up to 12,384,800 Offer Shares may be reallocated from the International Offering to the Hong Kong Public Offering, increasing the total number of Offer Shares available for subscription under the Hong Kong Public Offering to 24,769,600 Offer Shares, representing twice the number of Offer Shares initially available for subscription under the Hong Kong Public Offering (representing twice the total number of Offer Shares initially available for subscription under the Hong Kong Public Offering before the exercise of any Offer Size Adjustment Option and Over-allotment Option). For the avoidance of doubt, in the event that the International Offering Shares are fully subscribed or oversubscribed while the Hong Kong Offer Shares are undersubscribed, no reallocation will be made from the International Offering to the Hong Kong Public Offering.

If the Hong Kong Public Offering is not fully subscribed, the Sponsor and Overall Coordinator may, in such proportion as it deems appropriate, reallocate all or any of the unsubscribed Hong Kong Offer Shares to the International Offering.

Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the International Offering will be disclosed in the results announcement of the Global Offering, which is expected to be published on Wednesday, 31 December 2025.

If the International Offering Shares are undersubscribed and the Hong Kong Offer Shares are also undersubscribed, the Global Offering will not proceed unless the Underwriters subscribe for or procure subscribers for their respective applicable proportions of the Offer Shares that have not been accepted under the Global Offering, pursuant to the terms and conditions of this Prospectus and the Underwriting Agreements.

Applications

Each applicant under the Hong Kong Public Offering may be required to undertake and confirm in their submitted application that neither they nor any person for whose benefit the application is made has applied for or subscribed for, or indicated an intention to apply for or subscribe for, any International Offer Shares under the International Offering. If such undertaking and/or confirmation (as the case may be) is breached and/or untrue, any application submitted by such applicant under the International Offering will not be accepted.

– 437 –

Structure of the Global Offering

Applicants under the Hong Kong Public Offering may be required to pay, at the time of application (depending on the application channel), the maximum Offer Price of HK$19.60 per Offer Share, plus brokerage commission, HKICPA transaction levy, SFC transaction levy and Stock Exchange trading fee payable in respect of each Offer Share, amounting to a total of HK$3,959.54 per board lot of 200 H Shares. If the Offer Price as finally determined in the manner described in the sub-section headed "Pricing and Allocation" below in this section is lower than the maximum Offer Price of HK$19.60 per Offer Share, appropriate refunds (including the brokerage commission, HKICPA transaction levy, SFC transaction levy and Stock Exchange trading fee attributable to the surplus application monies) will be returned to successful applicants without interest (depending on the application channel). Further details are set out in the section headed "How to Apply for Hong Kong Offer Shares" in this Prospectus.

---

International Offering

Number of Offer Shares Initially Offered

The International Offering will comprise an initial offering of 235,308,000 Offer Shares, representing approximately 95% of the total number of Offer Shares initially available for subscription under the Global Offering (subject to reallocation and depending on whether the Offer Size Adjustment Option and the Over-allotment Option are exercised). The number of Offer Shares initially offered under the International Offering will represent approximately 10.0% of the total issued share capital immediately following completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), subject to reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering.

Allocation

The International Offering will involve selective marketing of Offer Shares to institutional and professional investors and other investors expected to have a sizeable demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States, pursuant to Regulation S. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities, and corporate entities that regularly invest in shares and other securities. The allocation of Offer Shares pursuant to the International Offering will be conducted through the "book-building" process described in the sub-section headed "Pricing and Allocation" in this section and will be based on a number of factors, including the level of demand

Share Capital

▶

THE STRUCTURE OF THE GLOBAL OFFERING

timing, the total size of assets or equity assets invested by the relevant investors in the relevant industry, and whether the relevant investors are expected to further purchase H Shares and/or hold or sell their H Shares after listing. The above allocation is intended to distribute H Shares on a basis that will form a solid professional and institutional shareholder base, thereby benefiting the Group and shareholders as a whole. In addition, pursuant to Rule 18C.08 of the Listing Rules, at least 50% of the total number of Offer Shares offered in the Global Offering (excluding any Shares to be issued upon exercise of the Offer Size Adjustment Option and the Over-allotment Option) shall be subscribed for by Independent Price-Setting Investors (as defined in the Listing Rules) in the International Offering.

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THE STRUCTURE OF THE GLOBAL OFFERING

The Sponsor and Overall Coordinator (on behalf of the Underwriters) may require any investor who has been offered Offer Shares under the International Offering and who has also made an application under the Hong Kong Public Offering to provide sufficient information to the Sponsor and Overall Coordinator to enable it to identify the relevant application made under the Hong Kong Public Offering and to ensure that such application will be excluded from any allocation of Offer Shares under the International Offering.

Reallocation

The total number of Offer Shares to be issued or sold pursuant to the International Offering may be subject to change as a result of the clawback arrangements, the exercise of the Offer Size Adjustment Option and the Over-allotment Option in whole or in part and/or the reallocation of any Offer Shares originally offered under the Hong Kong Public Offering that are not subscribed for, as described in the sub-section headed "Hong Kong Public Offering – Reallocation" above in this section.

Over-allotment Option

In connection with the Global Offering, the Company expects to grant to the International Underwriters the Over-allotment Option, which may be exercised by the Sponsor and Overall Coordinator (on behalf of the International Underwriters).

Pursuant to the Over-allotment Option, the International Underwriters will have the right (which right may be exercised by the Sponsor and Overall Coordinator on behalf of the International Underwriters at any time from the date of the International Underwriting Agreement up to 30 days after the last day for lodging applications under the Hong Kong Public Offering) to require the Company to issue up to an aggregate of 37,153,800 additional H Shares (representing not more than 15% of the total number of Offer Shares initially offered under the Global Offering (assuming the Offer Size Adjustment Option is not exercised at all)), or up to an aggregate of 42,726,800 additional H Shares (representing approximately 15% of the Offer Shares initially offered under the Global Offering (assuming the Offer Size Adjustment Option is exercised in full)), at the International Offering price, to cover over-allocations in the International Offering, if any.

In the event that the Offer Size Adjustment Option and the Over-allotment Option are both exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 3.3% of the total issued shares immediately after the completion of the Global Offering and the issue of Offer Shares pursuant to the Offer Size Adjustment Option and the Over-allotment Option. In the event that the Over-allotment Option is exercised, the Company will publish an announcement.

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THE STRUCTURE OF THE GLOBAL OFFERING

Offer Size Adjustment Option

In order to provide the Sponsor and Overall Coordinator with flexibility to increase the number of Offer Shares available for purchase under the International Offering to satisfy additional market demand, the Company is expected to grant to the International Underwriters the Offer Size Adjustment Option, which may be exercised by the Sponsor and Overall Coordinator (for itself and on behalf of the International Underwriters) at its sole and absolute discretion on or before the second business day prior to the Listing Date (and shall lapse immediately thereafter), to require the Company to allot and issue up to an aggregate of 37,153,800 additional Offer Shares (representing approximately 15.0% of the Offer Shares initially offered under the Global Offering), solely to cover any excess demand in the International Offering, and shall not be subject to the reallocation and clawback described above.

In the event that the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will be equivalent to the total number of issued shares immediately after

Share Capital

▶

approximately 1.6% of the issued share capital after the completion of the Global Offering (assuming the Over-allotment Option is not exercised) and upon full exercise of the Offer Size Adjustment Option.

When considering whether to exercise the Offer Size Adjustment Option, the Company and the Sponsor and Overall Coordinator will take into account a number of factors, including:

(i) whether the level of interest expressed by prospective professional and institutional investors in the book-building process under the International Offering is sufficient to cover:

(a) the total number of Offer Shares (i.e., the sum of the Offer Shares initially offered under the Global Offering and the additional Offer Shares to be issued upon exercise of the Offer Size Adjustment Option); and

(b) the corresponding number of shares under the Over-allotment Option;

(ii) the price at which prospective professional and institutional investors indicate their willingness to purchase Offer Shares in the book-building process;

(iii) the quality of investors, with the aim of establishing a solid base of professional institutional and investor shareholders in a manner consistent with the overall interests of the Company and its shareholders; and

(iv) overall market conditions.

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STRUCTURE OF THE GLOBAL OFFERING

The dilutive effect of the Offer Size Adjustment Option (assuming the Over-allotment Option is not exercised) is set out below:

| | Original subscribers prior to exercise of Offer Size Adjustment Option ("Original Subscribers") | Original subscribers prior to exercise of Offer Size Adjustment Option — Offer Shares under Global Offering before full exercise of Offer Size Adjustment Option | Upon full exercise of Offer Size Adjustment Option — Offer Shares under the Global Offering after full exercise of Offer Size Adjustment Option | Issued share capital held by Original Subscribers after exercise of Offer Size Adjustment Option | |---|---|---|---|---|

Use of Proceeds

▶

The net proceeds will be distributed on a pro rata basis in accordance with the allocation disclosed in the section headed "Future Plans and Use of Proceeds" in this prospectus. The Company will disclose in its allotment results announcement whether the Share Offer Size Adjustment Option has been exercised and the circumstances of such exercise, or will confirm that if the Share Offer Size Adjustment Option has not been exercised prior to the Pricing Date, it will lapse and cannot be exercised on any future date.

Stabilising Actions

Stabilising actions are a common practice adopted by underwriters in certain markets to facilitate the distribution of securities. To stabilise the price, underwriters may bid for or purchase securities in the secondary market during a specific period to delay and, where possible, prevent a decline in the initial public market price of the securities below the offer price. Such transactions may be conducted in all jurisdictions where such transactions are permitted, but in each case must comply with all applicable laws and regulatory requirements (including the laws and regulatory requirements of Hong Kong). In Hong Kong, the price at which stabilising actions are taken must not exceed the offer price.

In connection with the Global Offering, the Stabilising Manager (or its affiliates or any person acting on its behalf) may, on behalf of the underwriters, over-allocate Shares or effect transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, the Stabilising Manager (or its affiliates or any person acting on its behalf) is under no obligation to conduct any such stabilising actions. Any such stabilising actions, if taken, will be (a)

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Structure of the Global Offering

conducted at the absolute discretion of the Stabilising Manager (or its affiliates or any person acting on its behalf) and in the manner the Stabilising Manager reasonably considers to be in the best interests of the Company; (b) may be discontinued at any time; and (c) must end within 30 days after the last date for lodging applications under the Hong Kong Public Offering.

Pursuant to the Securities and Futures (Stabilising) Rules under the Securities and Futures Ordinance, the stabilising actions permitted to be taken in Hong Kong include: (a) over-allocating H Shares to prevent or minimise any reduction in the market price of H Shares; (b) selling or agreeing to sell H Shares so as to establish a short position in the Shares for the purpose of preventing or minimising any reduction in the market price of H Shares; (c) purchasing or agreeing to purchase H Shares pursuant to the Over-allotment Option to close out any position established under paragraph (a) or (b) above; (d) purchasing or agreeing to purchase any H Shares solely for the purpose of preventing or minimising any reduction in the market price of H Shares; (e) selling or agreeing to sell any H Shares in order to liquidate any position established by virtue of the purchase action referred to above; and (f) offering or intending to take any action described in paragraphs (b), (c), (d) or (e) above.

Prospective applicants for and investors in the Offer Shares should note in particular that:

(a)

the Stabilising Manager (or its affiliates or any person acting on its behalf) may maintain a long position in H Shares in connection with the stabilising actions;

(b)

there is no certainty regarding the extent to which and the time or period for which the Stabilising Manager (or its affiliates or any person acting on its behalf) will maintain such a long position;

(c)

liquidation of any such long position by the Stabilising Manager (or its affiliates or any person acting on its behalf) and sale of the relevant H Shares in the open market may have an adverse effect on the market price of H Shares;

(d)

no stabilising action to support the price of H Shares may be taken for a period longer than the stabilising period, which will commence on the Listing Date and is expected to expire on Wednesday, 28 January 2026 (being the 30th day after the last day for lodging applications under the Hong Kong Public Offering). No stabilising action may be taken after that date, and thereafter the demand for and the price of H Shares may fall;

(e)

any stabilising action taken may not necessarily result in the market price of H Shares being maintained at or above the Offer Price; and

(f)

stabilising bids or transactions conducted during the stabilising period may be effected at the Offer Price or at a lower price, and may therefore be effected at a price lower than that paid by applicants or investors for their Offer Shares.

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Structure of the Global Offering

To implement the stabilising actions, the Stabilising Manager may arrange to borrow an aggregate of up to 37,153,800 Offer Shares (representing up to 15% of the total number of Offer Shares under the Global Offering) through deferred delivery arrangements entered into with cornerstone investors or investors who have been allocated Offer Shares under the International Offering. Deferred delivery arrangements (if specifically agreed by investors) relate only to the deferred delivery of Offer Shares to such investors, and the offer price of the Offer Shares allocated to such investors will be paid in full prior to listing; therefore, there will be no deferred settlement of Offer Shares. The size of the borrowing and the extent to which the Over-allotment Option is exercised will depend on whether arrangements can be made with investors to defer delivery of a sufficient number of Offer Shares. If none of the cornerstone investors and/or investors in the International Offering agree to deferred delivery arrangements, the Stabilising Manager will not conduct any stabilising actions and will not exercise the Over-allotment Option.

The Company will ensure or procure that an announcement is published in compliance with the Securities and Futures (Stabilising) Rules under the Securities and Futures Ordinance within seven days after the expiry of the stabilising period.

Over-allocation

In the event of any over-allocation of H Shares under the Global Offering, the Stabilising Manager (or its affiliates or any person acting on its behalf) may cover such over-allocation by exercising all or part of the Over-allotment Option, by purchasing H Shares in the secondary market at a price not exceeding the Offer Price, or through a combination of both methods.

Pricing and Allocation

Determination of the Offer Price

The offer price of the Offer Shares under each offering comprising the Global Offering will be determined by agreement between the Sponsor and Overall Coordinator (on behalf of the underwriters) and the Company on the Pricing Date (expected to be on or around Tuesday, 30 December 2025 and in any event no later than 12:00 noon on Tuesday, 30 December 2025), and the number of Offer Shares to be allocated under each offering will be determined shortly thereafter.

Unless otherwise announced (details of which are set out below), the Offer Price will not be more than HK$19.60 per Offer Share and is expected to be not less than HK$17.00 per Offer Share. Applicants under the Hong Kong Public Offering may be required to pay, at the time of application (depending on the application channel), the maximum Offer Price of HK$19.60 per Offer Share, plus 1.0% brokerage commission, 0.00015% FRC transaction levy, 0.0027% SFC transaction levy and 0.00565% Stock Exchange trading fee, amounting to a total of HK$3,959.54 for each board lot of 200 H Shares. Prospective investors should note that the Offer Price to be determined on the Pricing Date may (though not expected to) be lower than the minimum Offer Price stated in this prospectus.

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Structure of the Global Offering

The International Underwriters will consult with prospective investors regarding their intention to subscribe for Offer Shares in the International Placing. Prospective professional and institutional investors will be required to specify the number of Offer Shares under the International Placing they intend to subscribe for at different prices or at a particular price. This "book-building" process is expected to continue up to or around the last date for lodging applications under the Hong Kong Public Offering.

If the Sponsor and Overall Coordinator (on behalf of the underwriters) considers it appropriate and with the consent of the Company, they may at any time before or on the morning of the last date for lodging applications under the Hong Kong Public Offering, based on the level of interest expressed by prospective investors in the International Offering during the book-building process, reduce the number of Offer Shares being offered and/or the indicative offer price range below that stated in this prospectus. In such case, the Company will, as soon as practicable after making such reduction decision, publish a notice on the Company's website at www.birentech.com and the Stock Exchange's website at www.hkexnews.hk regarding the reduction in the number of Offer Shares and/or the indicative offer price range, the cancellation of the Global Offering, and the re-launch of the offering with the revised number of Offer Shares and/or revised offer price range, and in any event no later than the morning of the last date for lodging applications under the Hong Kong Public Offering. After deciding to make such changes, the Company will also, as soon as practicable, publish a supplemental prospectus or new prospectus to update investors on the changes to the number of Offer Shares to be offered under the Global Offering and/or the offer price, and to give investors at least three business days to consider the new information. The supplemental or new prospectus shall contain at least the following: updated (i) offer price and market capitalisation; (ii) listing timetable and underwriting obligations; (iii) price-to-earnings multiples, unaudited pro forma and adjusted

Use of Proceeds

▶

net asset value; and (iv) confirmation based on the amended use of proceeds from the revised proceeds and adequacy of working capital. Upon publication of the above notice and supplemental prospectus or new prospectus, the amended number of Offer Shares and/or revised Offer Price range shall be final and conclusive, and the Offer Price, after being agreed between the Sponsor and Overall Coordinator (on behalf of the Underwriters) and the Company, shall be set within the revised Offer Price range. The Global Offering must first be cancelled and subsequently re-launched on FINI pursuant to the supplemental prospectus or new prospectus.

Before submitting applications for Hong Kong Offer Shares, applicants should note that any announcement relating to a reduction in the number of Offer Shares and/or the Offer Price range may not be published until the deadline for submitting applications under the Hong Kong Public Offering. If no such announcement is published, the number of Offer Shares will not be reduced and/or the Offer Price (if agreed between the Sponsor and Overall Coordinator (on behalf of the Underwriters) and the Company) will in any event not be set outside the Offer Price range stated in this prospectus.

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Structure of the Global Offering

Final Pricing Announcement for the Offer Shares

The final Offer Price, the level of interest in the International Offering, the level of applications in the Hong Kong Public Offering, the basis of allocation of Hong Kong Offer Shares, and the results of allocation under the Hong Kong Public Offering are expected to be made available through a variety of channels in the manner described in the section headed "How to Apply for Hong Kong Offer Shares — B. Publication of Results" in this prospectus.

Underwriting

The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters pursuant to the terms and conditions of the Hong Kong Underwriting Agreement, and is subject to the Offer Price being agreed between the Sponsor and Overall Coordinator (on behalf of the Underwriters) and the Company.

The Company expects to enter into the International Underwriting Agreement in respect of the International Offering on or about the Pricing Date.

These underwriting arrangements (including the underwriting agreements) are described in the section headed "Underwriting" in this prospectus.

Conditions of the Global Offering

All applications for the subscription of Offer Shares are subject to the fulfillment of the following conditions:

(a) the Listing Committee granting approval for the listing and trading on the Main Board of the Stock Exchange of the H Shares to be issued pursuant to the Global Offering (including any additional H Shares that may be issued upon exercise of the Over-allotment Option and the Offer Size Adjustment Option) and the H Shares to be converted from unlisted shares, and such approval and permission not being withdrawn or revoked prior to the Listing Date;

(b) the Offer Price having been agreed between the Sponsor and Overall Coordinator (on behalf of the Underwriters) and the Company;

(d) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement and the obligations of the International Underwriters under the International Underwriting Agreement having become and remaining unconditional, and not having been terminated in accordance with the terms of the respective agreements,

– 445 –

Structure of the Global Offering

all of the above conditions must be fulfilled by the date and time specified in the respective underwriting agreements (unless effectively waived on or before such date and time), and in any event no later than 30 days after the date of this prospectus.

If for any reason the Sponsor and Overall Coordinator (on behalf of the Underwriters) and the Company are unable to reach an agreement on the Offer Price before 12:00 noon on Tuesday, 30 December 2025, the Global Offering will not proceed and will lapse.

Both the Hong Kong Public Offering and the International Offering are conditional upon, among other things, the other becoming unconditional and not having been terminated in accordance with its respective terms.

If the above conditions are not fulfilled or waived by the specified date and time, the Global Offering will lapse and the Stock Exchange will be notified immediately. The Company will publish a notice of such lapse on the Company's website at www.birentech.com and the Stock Exchange's website at www.hkexnews.hk on the day following the lapse of the Hong Kong Public Offering. In such event, the Company will return all application monies without interest in accordance with the terms set out in the section headed "How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share Certificates and Refund of Application Monies" in this prospectus. In the meantime, the Company will hold all application monies in a separate bank account with the receiving bank or another licensed bank in Hong Kong under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).

H Share certificates for the Offer Shares shall be valid from 8:00 a.m. on Friday, 2 January 2026, provided that the Global Offering shall have become unconditional in all respects at or before such time.

Trading of H Shares

Assuming the Hong Kong Public Offering becomes unconditional in Hong Kong at or before 8:00 a.m. on Friday, 2 January 2026, it is expected that trading of H Shares on the Stock Exchange will commence at 9:00 a.m. on Friday, 2 January 2026.

The shares will be traded in board lots of 200 H Shares each, and the stock code for the H Shares will be 6082.

– 446 –

How to Apply for Hong Kong Offer Shares

Important Notice to Investors in the Hong Kong Offer Shares

Fully Electronic Application Process

The Company has adopted a fully electronic application process for the Hong Kong Public Offering, as described below.

This prospectus has been posted on the Stock Exchange's website at www.hkexnews.hk under "HKEXnews > New Listings > New Listing Information" and on the Company's website at www.birentech.com.

The content of this prospectus is identical to that of the prospectus registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

A. How to Apply for Hong Kong Offer Shares

1. Who Can Apply

You may apply for Hong Kong Offer Shares if you or the beneficial owner on whose behalf you are applying satisfy all of the following:

- aged 18 years or above; and - have a Hong Kong address (applicable to the White Form eIPO service only).

Unless permitted by the Listing Rules or any waiver and/or consent granted to us by the Stock Exchange, you may not apply for any Hong Kong Offer Shares if you or the beneficial owner on whose behalf you are applying are:

- an existing shareholder or a close associate; - a Director, chief executive officer or any of their close associates; or - a person who has been allocated or has applied for any International Offer Shares under the International Offering or who has otherwise participated in the International Offering.

2. How to Apply

The Hong Kong Public Offering period will commence at 9:00 a.m. on Monday, 22 December 2025 and end at 12:00 noon on Monday, 29 December 2025 (Hong Kong time).

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How to Apply for Hong Kong Offer Shares

You may apply for Hong Kong Offer Shares using one of the following application channels:

| Application Channel | Platform | Target Investors | Application Hours | |---|---|---|---| | White Form eIPO Service | www.hkeipo.hk | Investors who wish to receive physical H Share certificates. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. | From 9:00 a.m. on Monday, 22 December 2025 to 11:30 a.m. on Monday, 29 December 2025 (Hong Kong time). The deadline for full payment of application monies is 12:00 noon on Monday, 29 December 2025 (Hong Kong time). | | HKSCC EIPO Channel | Your broker or custodian (who must be an HKSCC Participant) will submit an EIPO application through HKSCC's FINI system on your behalf in accordance with your instructions. | Investors who do not wish to receive physical H Share certificates. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees and deposited directly into CCASS, credited to the HKSCC Participant share account designated by you. | The earliest time and deadline for giving instructions may vary depending on your broker or custodian. Please check with your broker or custodian for details. |

Both the White Form eIPO service and the HKSCC EIPO channel are subject to capacity limitations and possible service interruptions. You are advised not to wait until the last day to apply for Hong Kong Offer Shares.

For applicants applying through the White Form eIPO service, an actual application is deemed to have been made once an application instruction for Hong Kong Offer Shares has been submitted through the White Form eIPO service for yourself or for your benefit and the relevant payment has been completed. If the electronic application instruction is issued by someone else on your behalf, it is deemed that only one set of electronic application instructions has been issued for your benefit. If you are acting as an agent for another person, it is deemed that you have declared that you have only issued one set of electronic application instructions for the benefit of the person you represent, and that you are duly authorised to act as an agent.

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How to Apply for Hong Kong Offer Shares

For the avoidance of doubt, the submission of more than one application instruction through the White Form eIPO service with different payment reference numbers, where full payment has not been made in respect of a particular reference number, shall not constitute an actual application.

If you apply through the White Form eIPO service, you will be deemed to have authorised the White Form eIPO service provider to make an application on your behalf in accordance with the terms and conditions set out in this prospectus (as supplemented and amended by the terms and conditions of the White Form eIPO service).

Once you instruct your broker or custodian to apply for Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, in the case of joint applicants, each of them jointly and severally) will be deemed to have instructed and authorised HKSCC to arrange for HKSCC Nominees (acting as nominee of the relevant CCASS Participant) to apply for Hong Kong Offer Shares on your behalf, and to do all things on your behalf as described in this prospectus and any supplementary documents thereto.

When applying through the HKSCC EIPO channel, an application instruction is given to HKSCC for your benefit by you or another person on your behalf (in which case HKSCC Nominees will make the application on your behalf), and where such application instruction has not been withdrawn or otherwise lapsed at the close of the Hong Kong Public Offering, it is deemed to constitute an actual application.

HKSCC Nominees act only as your nominee. Neither HKSCC nor HKSCC Nominees shall be liable to you or any other person for any action taken by HKSCC or HKSCC Nominees in applying for Hong Kong Offer Shares on your behalf or for any breach of the terms and conditions of this prospectus.

3. Information Required for Application

You must provide the following information when submitting your application:

| Individual Applicants | Corporate Applicants | |---|---| | • Full name as shown on identity document² | • Full name as shown on identity document² | | • Country or jurisdiction of issue of identity document | • Country or jurisdiction of issue of identity document | | • Type of identity document, in the following order of priority: | • Type of identity document, in the following order of priority: | |    i. Hong Kong Identity Card; or |    i. Legal Entity Identifier (LEI) registration document; or | |    ii. National identity document; or |    ii. Certificate of incorporation; or | |    iii. Passport; and |    iii. Business registration certificate; or | | |    iv. Other equivalent document; and | | • Identity document number | • Identity document number |

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How to Apply for Hong Kong Offer Shares

Notes:

1. If applying through the White Form eIPO service, you must provide a valid email address, contact telephone number and Hong Kong address. You must also declare that the identity information provided complies with the requirements set out in Note 2 below. In particular, if you are unable to provide a Hong Kong Identity Card number, you must confirm that you do not hold a Hong Kong Identity Card. There must not be more than four joint applicants. If you are a corporation, the applicant must apply in the name of individual members.

2. Applicants must submit their applications using their full name as shown on their identity document, with surname, given name, middle name and other names (if any) provided in the order as shown on the identity document. If the identity document contains both Chinese and English names, both must be provided; otherwise, an application in either Chinese or English name alone is acceptable. Applicants must strictly follow the order of priority when selecting their identity document. If an individual applicant holds a valid Hong Kong Identity Card (including both Hong Kong resident identity and Hong Kong permanent resident identity), the Hong Kong Identity Card number must be used when applying for shares under the public offering. Similarly, for corporate applicants, if the entity holds a Legal Entity Identifier (LEI) certificate, the LEI number must be used.

3. If the applicant is a trustee, the customer identification information ("Customer Identification Information") of the trustee (as described above) must be provided. If the applicant is an investment fund (i.e., a collective investment scheme), the Customer Identification Information of the asset management company or individual fund (as applicable) that has opened a trading account with the broker must be provided as described above.

4. In accordance with market practice, the maximum number of joint account holders on FINI is four.

5. If applying as a nominee, you must provide for each beneficial owner or (in the case of joint beneficial owners) each joint beneficial owner: (i) full name as shown on identity document, country or jurisdiction of issue of identity document, and type of identity document; and (ii) identity document number. If this information is not completed, the application will be treated as submitted for your own benefit.

6. If applying as an unlisted company where (i) the company is principally engaged in securities trading; and (ii) you have statutory control over the company, the application will be treated as submitted for your own benefit, and you must provide the above required information at the time of application.

—

Share Capital

▶

of any part of its share capital).

In the case of applications made through the HKSCC EIPO channel with a valid power of attorney, we and the Sponsor and Overall Coordinator (as our agent) may, at our discretion, accept such applications subject to conditions we consider appropriate (including the production of evidence of authority).

Failure to provide any required information may result in your application being rejected.

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How to Apply for Hong Kong Offer Shares 4.

Number of Hong Kong Offer Shares Applicable for Application Board lot size

：

200

Number of Hong Kong Offer Shares applicable for application and amount payable upon application / successful allocation

：

Hong Kong Offer Shares may only be applied for in the specified board lot sizes. Please see the table below for the amount payable per board lot. The maximum Offer Price per H Share is HK$19.60. If you apply through the HKSCC EIPO channel, your broker or custodian may require you to pay the application monies in advance, the amount of which shall be determined by the broker or custodian in accordance with applicable Hong Kong laws and regulations. You must comply with any advance payment requirements imposed by your broker or custodian in respect of the Hong Kong Offer Shares you have applied for. Once you have instructed your broker or custodian to submit an application on your behalf through the HKSCC EIPO channel, you (and, in the case of joint applicants, each of the applicants jointly and severally) shall be deemed to have instructed and authorized HKSCC to arrange for the HKSCC Agents (acting as agent of the relevant HKSCC Participant) to debit from the relevant agent bank account at the bank designated by your broker or custodian the final Offer Price, brokerage commission, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy. If you apply through the White Form eIPO service, please refer to the table below to calculate the amount payable for the number of H Shares selected. You must pay the full maximum amount payable when applying for Hong Kong Offer Shares.

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How to Apply for Hong Kong Offer Shares

| Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable upon Application / Successful Allocation (2) HK$ | Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable upon Application / Successful Allocation (2) HK$ | Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable upon Application / Successful Allocation (2) HK$ | Number of Hong Kong Offer Shares Applied For | Maximum Amount Payable upon Application / Successful Allocation (2) HK$ | |---|---|---|---|---|---|---|---| | 200 | 3,959.54 | 4,000 | 79,190.67 | 60,000 | 1,187,859.95 | 800,000 | 15,838,132.80 | | 400 | 7,919.06 | 5,000 | 98,988.34 | 70,000 | 1,385,836.62 | 900,000 | 17,817,899.40 | | 600 | 11,878.60 | 6,000 | 118,786.00 | 80,000 | 1,583,813.28 | 1,000,000 | 19,797,666.00 | | 800 | 15,838.13 | 7,000 | 138,583.66 | 90,000 | 1,781,789.95 | 2,000,000 | 39,595,332.00 | | 1,000 | 19,797.67 | 8,000 | 158,381.33 | 100,000 | 1,979,766.60 | 3,000,000 | 59,392,998.00 | | 1,200 | 23,757.21 | 9,000 | 178,178.99 | 200,000 | 3,959,533.20 | 4,000,000 | 79,190,664.00 | | 1,400 | 27,716.73 | 10,000 | 197,976.65 | 300,000 | 5,939,299.80 | 5,000,000 | 98,988,330.00 | | 1,600 | 31,676.27 | 20,000 | 395,953.32 | 400,000 | 7,919,066.40 | 6,192,400 | 122,595,066.94 | | 1,800 | 35,635.79 | 30,000 | 593,929.98 | 500,000 | 9,898,833.00 | | | | 2,000 | 39,595.33 | 40,000 | 791,906.65 | 600,000 | 11,878,599.60 | | | | 3,000 | 59,393.00 | 50,000 | 989,883.30 | 700,000 | 13,858,366.20 | | |

(1) The maximum number of Hong Kong Offer Shares you may apply for is 50% of the Hong Kong Offer Shares initially offered for subscription.

(2) The amount payable includes brokerage commission, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy. If the application is successful, brokerage commission will be paid to the Exchange Participant (as defined in the Listing Rules) or the White Form eIPO service (applicable to applications submitted through the White Form eIPO service provider channel), and the SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC respectively.

Prohibition on Multiple Applications Unless you are a nominee and provide the information required in respect of the relevant investor as required in the paragraph headed "– A. Applying for Hong Kong Offer Shares – 3. Information Required on Application" in this section, you and your joint applicants may not make more than one application for your own benefit. If you are suspected of having submitted or caused to be submitted more than one application, all of your applications will be rejected.

Duplicate applications made through (i) the White Form eIPO service, or (ii) the HKSCC EIPO channel, or (iii) both channels simultaneously are prohibited and will not be accepted. If you have applied through the White Form eIPO service or the HKSCC EIPO channel, you or the person for whose benefit you have applied may not apply for any International Offer Shares.

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How to Apply for Hong Kong Offer Shares The H Share Registrar will record all applications in its system and identify suspected duplicate applications with the same name and identification document number in accordance with the "Best Practice Guidelines on Handling Duplicate/Suspected Duplicate Applications" issued by the Registry of Companies in Hong Kong Limited (the "Best Practice Guidelines").

As applications are subject to the personal data collection statement, the identification document numbers displayed are redacted.

Terms and Conditions of Application By applying for Hong Kong Offer Shares through the White Form eIPO service or the HKSCC EIPO channel, you (or the HKSCC Agents on your behalf, as the case may be):

(i) undertake to execute all relevant documents and instruct and authorize us and/or the Sponsor and Overall Coordinator as our agent to execute any documents on your behalf and to handle all necessary matters on behalf of you or the HKSCC Agent, so as to register in your name or in the name of the HKSCC Agent any Hong Kong Offer Shares allocated to you in accordance with the Articles of Association, and (if you applied through the HKSCC EIPO channel) on your behalf to directly deposit the allocated Hong Kong Offer Shares into the Central Clearing and Settlement System, credited to the share account of the HKSCC Participant designated by you;

(ii) confirm that you have read and understood the terms and conditions and application procedures set out in this Prospectus and on the designated website of the White Form eIPO service (or the agreement entered into between you and your broker or custodian, as the case may be), and agree to be bound by them;

(iii) (if you apply through the HKSCC EIPO channel) agree to the arrangements, undertakings and warranties set out in the Participant Agreement entered into between your broker or custodian and HKSCC, and to issue application instructions for subscribing for Hong Kong Public Offer Shares in accordance with the General Rules of HKSCC and the HKSCC Operational Procedures;

(iv) confirm that you are aware of the restrictions on the offer and sale of shares contained in this Prospectus, and that such restrictions do not apply to you or the beneficiary on whose behalf you are applying;

(v) confirm that you have read this Prospectus and any supplemental document carefully, and that in making the application (or arranging for the submission of your application, as the case may be) you have relied only on the information and representations contained therein, and will not rely on any other information or representations;

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How to Apply for Hong Kong Offer Shares (vi) agree that the Joint Sponsors, the Sponsor and Overall Coordinator, 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, advisers and any other parties involved in the Global Offering (the "Relevant Persons"), the H Share Registrar and HKSCC shall have no responsibility for any information and representations not contained in this Prospectus or any supplemental document thereto;

(vii) agree to disclose to us, the Relevant Persons, the H Share Registrar, HKSCC, the HKSCC Agents, the Stock Exchange, the SFC and any other statutory regulatory authority or government department, application details and your personal data as well as any other personal data that may be required to be provided, for the purposes described in the paragraphs headed "– G. Personal Data – 3. Purposes and 4. Transfer of Personal Data" in this section;

(viii) agree (without prejudice to any other rights you may have) that once your application (or the application of the HKSCC Agent on your behalf, as the case may be) has been accepted, you will not withdraw your application on the grounds of an innocent misrepresentation;

(ix) agree that, subject to section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the application submitted by you or by the HKSCC Agent on your behalf shall be irrevocable once accepted, and that the acceptance or otherwise of the application shall be evidenced by the announcement of the results of the ballot by the H Share Registrar at the time and in the manner specified in the paragraph headed "– B. Publication of Results" in this section;

(x) confirm that you are aware of the circumstances described in the paragraph headed "– C. Circumstances in Which You Will Not Be Allotted Hong Kong Offer Shares" in this section;

(xi) agree that your application or the application of the HKSCC Agent, any acceptance of the application and the resulting contract shall be governed by and construed in accordance with the laws of Hong Kong;

(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Articles of Association and the laws applicable to you in any place outside Hong Kong, and that neither we nor any Relevant Person shall be in breach of any laws within and/or outside Hong Kong by accepting your purchase offer, or by reason of any action taken arising from your rights and obligations under the terms and conditions set out in this Prospectus;

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How to Apply for Hong Kong Offer Shares (xiii) confirm that (a) your application or the application submitted by the HKSCC Agent on your behalf has not been financed directly or indirectly by the Company, any director, chief executive, substantial shareholder or existing shareholder of the Company or any of its subsidiaries, or any of their respective close associates; and (b) you are not accustomed and will not become accustomed to receiving instructions from the Company, any director, chief executive, substantial shareholder or existing shareholder of the Company or any of its subsidiaries, or any of their respective close associates, in relation to the acquisition, disposal, voting or other disposition of shares registered in your name or otherwise held by you;

(xiv) warrant that the information you have provided is true and accurate;

(xv) confirm that you understand that we and the Sponsor and Overall Coordinator will rely on your declarations and representations in deciding whether to allocate any Hong Kong Offer Shares to you, and that if you make a false declaration, you may be prosecuted;

(xvi) agree to accept the number of Hong Kong Offer Shares applied for, or a lesser number allocated to you pursuant to your application;

(xvii) declare and represent that this is the only application made and intended to be made by you for your own benefit or for the benefit of the person for whose benefit you are making the application;

(xviii) (if making the application for your own benefit) warrant that you have not and will not, directly or indirectly, issue electronic application instructions to HKSCC or apply through the White Form eIPO service channel, or have any other person acting as your agent or any other person do so, for your benefit; and

(xix) (if you are making the application as agent for the benefit of another person) warrant that (1) neither you (as agent or for the benefit of such person) nor such person nor any other person acting as agent for such person has issued or will issue electronic application instructions to HKSCC or the White Form eIPO service provider to make any other application; and (2) you are duly authorized to issue electronic application instructions on behalf of such person as their agent.

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How to Apply for Hong Kong Offer Shares B.

Publication of Results

Allocation Results You may check whether you have been successfully allocated any Hong Kong Offer Shares through the following channels:

| Platform | Date / Time | |---|---| | For applications submitted through the White Form eIPO service or the HKSCC EIPO channel: | | | Website "Allotment Results" page or www.hkeipo.hk/IPOResults (or www.tricor.com.hk/ipo/result), using the "Search by ID Number" function to check the complete list and information of (i) applicants whose applications submitted through the White Form eIPO service and HKSCC EIPO channel were wholly or partially successful and (ii) the number of Hong Kong Offer Shares conditionally allotted to them, which will be displayed on the page at www.hkeipo.hk/IPOResult or www.tricor.com.hk/ipo/result | From 11:00 p.m. on Wednesday, 31 December 2025 to midnight on Tuesday, 6 January 2026 (Hong Kong time), 24 hours a day | | The Stock Exchange's website at www.hkexnews.hk and our website at www.birentech.com, which will contain a link to the above H Share Registrar website | No later than 11:00 p.m. on Wednesday, 31 December 2025 (Hong Kong time) | | Telephone +852 3691 8488 — Allocation results telephone enquiry hotline provided by the H Share Registrar | From 9:00 a.m. to 6:00 p.m. (Hong Kong time) on business days during the period from Friday, 2 January 2026 to Wednesday, 7 January 2026 |

If you have applied through the HKSCC EIPO channel, you may also enquire with your broker or custodian from 6:00 p.m. (Hong Kong time) on Tuesday, 30 December 2025 onwards.

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How to Apply for Hong Kong Offer Shares HKSCC Participants may log into FINI to view the allocation results 24 hours a day from 6:00 p.m. on Tuesday, 30 December 2025 onwards, and must notify HKSCC as soon as possible if there is any discrepancy in the information.

Allotment Announcement We expect to announce the final Offer Price, the level of interest in the Global Offering, the level of applications received under the Hong Kong Public Offer and the basis of allocation of Hong Kong Offer Shares on the Stock Exchange's website at www.hkexnews.hk and our website at www.birentech.com no later than 11:00 p.m. (Hong Kong time) on Wednesday, 31 December 2025.

Circumstances in Which You Will Not Be Allotted Hong Kong Offer Shares Please note that in the following circumstances, you or the person for whose benefit you have applied will not be allotted Hong Kong Offer Shares:

If your application is withdrawn: Your application or the application submitted by the HKSCC Agent on your behalf may be withdrawn pursuant to section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

If we or our agents reject your application in their discretion: We, the Sponsor and Overall Coordinator, the H Share Registrar and their respective agents or nominees may, in their absolute discretion, reject or accept any application, in whole or in part, without giving any reason therefor.

If the allotment of Hong Kong Offer Shares is invalid: The allotment of Hong Kong Offer Shares shall be invalid if the Stock Exchange does not grant approval for the listing of the Shares within the following periods: • Within three weeks from the closing date of the application lists; or • If the Stock Exchange notifies us within three weeks after the closing date of the application lists that the relevant period may be extended, within such longer period of up to six weeks after the closing date of the application lists.

If: • You have made a duplicate or suspected duplicate application. For the definition of duplicate applications, please refer to the paragraph headed "– A. Applying for Hong Kong Offer Shares – 5. Prohibition on Multiple Applications" in this section;

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How to Apply for Hong Kong Offer Shares • Your application instructions are incomplete; • You have not made proper payment (or confirmation of funds, as the case may be); • The Underwriting Agreement does not become unconditional or is terminated; •

How to Apply for Hong Kong Offer Shares

We or the Sponsor and Overall Coordinator believe that accepting your application would cause it or us to violate applicable securities laws or other laws, rules or regulations.

5. In the event that settlement of the share application monies fails:

Pursuant to the arrangement between HKSCC Participants and HKSCC, HKSCC Participants must have sufficient application monies reserved in their designated bank accounts prior to the ballot. After the Hong Kong Offer Shares ballot is completed, the receiving bank will collect from the designated banks of HKSCC Participants the amounts required to settle the Hong Kong Offer Shares actually allotted to each HKSCC Participant.

There is a risk of settlement failure of application monies. In the extreme situation where an HKSCC Participant (or its designated bank) acting on your behalf fails to settle the application monies for the allotted shares, HKSCC will contact the defaulting HKSCC Participant and its designated bank to determine the reason for the settlement failure, and will require the defaulting HKSCC Participant to rectify or cause the rectification of the settlement failure.

However, if the above settlement obligation is determined to be unfulfillable, the affected Hong Kong Offer Shares will be reallocated to the Global Offering. Hong Kong Offer Shares that you applied for through a broker or custodian may be affected (depending on the extent of the settlement failure). In an extreme case, you may not be allotted any Hong Kong Offer Shares due to the failure of the HKSCC Participant to settle the application monies. If you are not allotted Hong Kong Offer Shares due to the failure to settle the application monies, we, the relevant persons, the H Share Registrar and HKSCC shall bear no responsibility whatsoever, whether now or in the future.

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D. Despatch / Collection of H Share Certificates and Refund of Application Monies

You will be issued one H share certificate for all the Hong Kong Offer Shares allotted to you in the Hong Kong Public Offering (H share certificates issued in respect of applications made through HKSCC's EIPO channel will be deposited into CCASS as described below).

We will not issue provisional ownership documents in respect of H Shares, nor will we issue receipts for application monies paid at the time of application.

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How to Apply for Hong Kong Offer Shares

H share certificates will only become valid certificates at 8:00 a.m. (Hong Kong time) on Friday, 2 January 2026, if the Global Offering has become unconditional and the right of termination described in the section headed "Underwriting" has not been exercised. Investors who buy or sell H Shares before receiving their H share certificates or before such H share certificates become valid do so entirely at their own risk.

We reserve the right to retain any H share certificates and (if applicable) any surplus application monies before the transfer of application monies.

The following table sets out the relevant procedures and timing:

| | **White Form eIPO Service** | **HKSCC EIPO Channel** | |---|---|---| | **Application for 1,000,000 Hong Kong Offer Shares or above** | Collect in person from Tricor Securities Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong | H share certificates will be issued in the name of HKSCC Nominees and deposited into CCASS, credited to your designated HKSCC Participant's stock account | | **Despatch / Collection of H Share Certificates³** | Time: 9:00 a.m. to 1:00 p.m. (Hong Kong time) on Friday, 2 January 2026, or at any other location or date as notified by the Company | You do not need to take any action | | | If you are an individual applicant, you may not authorise any other person to collect on your behalf. If you are a corporate applicant, your authorised representative must bring a letter of authorisation bearing the company chop to collect. Both individuals and authorised representatives must present identity documents acceptable to the H Share Registrar upon collection. | |

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How to Apply for Hong Kong Offer Shares

| | **White Form eIPO Service** | **HKSCC EIPO Channel** | |---|---|---| | | Note: If H share certificates are not collected in person within the specified collection time, the relevant H share certificates will be sent by ordinary post to the address stated in the relevant application instructions at your own risk. | | | **Application for fewer than 1,000,000 Hong Kong Offer Shares** | H share certificates will be sent by ordinary post to the address stated in the relevant application instructions at your own risk | | | | Date: Wednesday, 31 December 2025 | | | **Refund mechanism for surplus application monies** | | | | **Date** | Friday, 2 January 2026 | Subject to the arrangement between you and your broker or custodian | | **Responsible party** | H Share Registrar | Your broker or custodian | | **Payment of application monies through single bank account** | Electronic automatic refund instructions via White Form eIPO will be issued to your designated bank account | Your broker or custodian will arrange a refund to your designated bank account in accordance with the arrangements agreed with you | | **Payment of application monies through multiple bank accounts** | Refund cheques will be sent by ordinary post to the address stated in the application instructions at your own risk | |

³ However, if Tropical Cyclone Warning Signal No. 8 or above, Black Rainstorm Warning Signal and/or an "Extreme Conditions" announcement issued following a super typhoon is in force in Hong Kong on the morning of Wednesday, 31 December 2025, resulting in the relevant H share certificates being unable to be despatched to the CCASS Depository's service counter in a timely manner, the Company will, pursuant to the contingency arrangements agreed by the parties, cause the H Share Registrar to arrange for the despatch of the relevant documents and H share certificates. Please refer to "– E. Arrangements in Adverse Weather Conditions" in this section.

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How to Apply for Hong Kong Offer Shares

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E. Arrangements in Adverse Weather Conditions

Commencement or closing of subscription applications

Subscription applications will not commence or close on Monday, 29 December 2025 under the following circumstances:

If any of the following is in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, 29 December 2025:

- Tropical Cyclone Warning Signal No. 8 or above; - Black Rainstorm Warning Signal; and/or - Extreme Conditions,

(collectively referred to as "Adverse Weather Signals").

The relevant subscription applications will instead commence and/or close at 11:45 a.m. to 12:00 noon on the next business day on which no Adverse Weather Signal is in force between 9:00 a.m. and 12:00 noon.

**Prospective investors should note that a delay in the commencement/closing of subscription applications may result in a delay in the listing date.** If any of the dates set out in the "Expected Timetable" section of this prospectus changes, we will publish an announcement of the new timetable on the Stock Exchange's website at www.hkexnews.hk and our website at www.birentech.com.

If an Adverse Weather Signal is in force on Wednesday, 31 December 2025, the H Share Registrar will make appropriate arrangements to deliver H share certificates to the service counter of CCASS Depository for trading on Friday, 2 January 2026.

If an Adverse Weather Signal is in force on Wednesday, 31 December 2025, in respect of applications for fewer than 1,000,000 Hong Kong Offer Shares, physical H share certificates will be despatched by ordinary post after the Adverse Weather Signal is lowered or cancelled (for example, on the afternoon of Wednesday, 31 December 2025, or after postal services resume on Friday, 2 January 2026).

If an Adverse Weather Signal is in force on Friday, 2 January 2026, in respect of applications for 1,000,000 or more Hong Kong Offer Shares, physical H share certificates may be collected in person from the office of the H Share Registrar after the Adverse Weather Signal is lowered or cancelled (for example, on the afternoon of Friday, 2 January 2026, or on Monday, 5 January 2026).

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How to Apply for Hong Kong Offer Shares

**Prospective investors should note that if they choose to receive physical H share certificates issued in their own names, they may receive the H share certificates later than expected.**

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F. Admission of H Shares into CCASS

If the Stock Exchange grants approval for the listing and trading of H Shares on the Stock Exchange and we comply with the stock admission requirements of HKSCC, 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 trading of H Shares or such other date as HKSCC chooses. Transactions between Exchange Participants are required to be settled in CCASS on the second settlement day after the date of trading.

All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational Procedures in force from time to time.

We have made all necessary arrangements for H Shares to be admitted into CCASS.

You should consult your broker or other professional advisers for details of the settlement arrangements, as these arrangements may affect your rights and interests.

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G. Personal Data

The following personal data collection statement applies to any personal data collected and held by the Company, the H Share Registrar, the receiving bank and the relevant persons in respect of you, in the same way as it applies to personal data of applicants other than HKSCC Nominees. Such personal data may include customer identification codes and your identity information. By submitting application instructions to HKSCC, you are deemed to have read, understood and agreed to all terms of the following personal data collection statement.

1. Personal Data Collection Statement

This personal data collection statement sets out the policies and practices of the Company and its H Share Registrar with respect to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) in relation to applicants for and holders of Hong Kong Offer Shares.

2. Reasons for Collecting Your Personal Data

Applicants for and registered holders of Hong Kong Offer Shares who apply for Hong Kong Offer Shares, or transfer or receive Hong Kong Offer Shares, or seek services from the H Share Registrar in their own names, must ensure that the personal data they provide to the Company or its agents and the H Share Registrar is accurate and up to date.

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How to Apply for Hong Kong Offer Shares

Failure to provide the required information or provision of inaccurate information may result in the rejection or delay of your application for Hong Kong Offer Shares, or may prevent the Company or the H Share Registrar from effecting transfers or providing services. This may also hinder or delay the registration or transfer of Hong Kong Offer Shares successfully applied for by you and/or the despatch of H share certificates to which you are entitled.

Any errors in the personal data provided by applicants for and holders of Hong Kong Offer Shares must be notified to the Company and the H Share Registrar immediately.

3. Purposes

Your personal data may be used and held, processed and/or stored in any manner for the following purposes:

- Processing your application and refund cheques and White Form eIPO electronic automatic refund instructions (if applicable), verifying compliance with the terms and application procedures set out in this prospectus, and announcing the results of the allocation of Hong Kong Offer Shares; - Complying with applicable laws and regulations in Hong Kong and elsewhere; - Registering new issues of shares or transferring or receiving shares in the name of the shareholder (including HKSCC Nominees (if applicable)); - Maintaining or updating the Company's register of shareholders; - Verifying the identity of share applicants and holders and identifying duplicate share applications; - Facilitating the ballot procedure for Hong Kong Offer Shares; - Determining the beneficial entitlements of shareholders, such as dividends, rights issues and bonus shares; - Distributing communications of the Company and its subsidiaries; - Compiling statistics and information about shareholders; - Disclosing information for the purpose of making claims in respect of interests; and - Any other incidental or related purposes in connection with the above and/or to enable the Company and the H Share Registrar to fulfil their obligations to share applicants and holders and/or regulatory authorities and/or any other purposes agreed by share applicants and holders from time to time.

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How to Apply for Hong Kong Offer Shares

4. Transfer of Personal Data

Personal data held by the Company and the H Share Registrar in respect of applicants for and holders of Hong Kong Offer Shares will be kept confidential, but the Company and the H Share Registrar may, to the extent necessary for the achievement of any of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) such personal data to any of the following persons:

- Agents appointed by the Company, such as financial advisers, receiving banks and the principal overseas share registrar; - HKSCC or HKSCC Nominees, who will use and transfer such personal data to the H Share Registrar in each case for the purposes of providing services or facilities or performing their functions in accordance with their rules and procedures and operating FINI and CCASS (including for Hong Kong Offer Share applicants requesting the deposit of the relevant shares into CCASS); - Any agents, contractors or third-party service providers providing administrative, telecommunications, computer, payment or other services related to the respective business operations of the Company or the H Share Registrar; - The Stock Exchange, the SFC and any other statutory regulatory authority or government department, or in compliance with other laws, rules or regulations (including for the purposes of the Stock Exchange enforcing the Listing Rules and the SFC performing its statutory functions); and - Any persons or institutions with whom holders of Hong Kong Offer Shares are conducting or proposing to conduct transactions, such as their banks, solicitors, accountants or stockbrokers.

5. Retention of Personal Data

The Company and the H Share Registrar will retain the personal data of applicants for and holders of Hong Kong Offer Shares for as long as is necessary for the purposes for which the personal data was collected. Personal data that is no longer required to be retained will be destroyed or disposed of in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).

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How to Apply for Hong Kong Offer Shares

6. Access to and Correction of Personal Data

Based on our review, we have not found any matters that lead us to believe that, for the purposes of this report,

As at 31 December

| | Note | 2022 | 2023 | As at 30 June 2024 | 2025 | |---|---|---|---|---|---| | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

**Paid-in capital / Share capital** | 29 | 32,791 | 32,916 | 32,916 | 38,360 **Treasury shares** | 30 | (4,941,162) | (4,991,162) | (4,991,162) | (7,387,894) **Reserves** | 30 | 5,503,983 | 3,968,024 | 4,051,780 | 6,470,081 **Accumulated deficit** | | (4,901,990) | (4,979,639) | (6,517,739) | (8,118,265) **Total deficit** | | (4,306,378) | (5,969,861) | (7,424,205) | (8,997,718)

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Appendix I

Accountants' Report

As at 31 December

| | Note | 2022 | 2023 | As at 30 June 2024 | 2025 | |---|---|---|---|---|---| | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Liabilities

Non-current liabilities

| | Note | 2022 | 2023 | As at 30 June 2024 | 2025 | |---|---|---|---|---|---| | Lease liabilities | 17 | 12,659 | 5,579 | 20,588 | 21,698 | | Deferred income tax liabilities | 21 | 192 | 89 | – | – | | Deferred income | 37 | 90,181 | 63,382 | 142,936 | 132,645 | | Warranty provisions | | 211 | 831 | 3,993 | 4,576 | | Redemption liabilities | 31 | 7,382,155 | 8,053,141 | 8,743,040 | – | | Contract liabilities | 6(a) | 637 | 1,165 | 1,074 | 1,089 | | Long-term payables | 38 | 42,678 | 17,682 | 722 | 722 | | **Total non-current liabilities** | | **7,528,713** | **8,141,869** | **8,912,353** | **160,730** |

Current liabilities

| | Note | 2022 | 2023 | As at 30 June 2024 | 2025 | |---|---|---|---|---|---| | Trade and other payables | 33 | 293,691 | 369,593 | 424,393 | 456,379 | | Investment intent deposits | 34 | – | 809,245 | 845,890 | – | | Convertible bonds | 35 | – | – | 262,037 | – | | Redemption liabilities | 31 | – | – | – | 12,145,429 | | Borrowings | 36 | – | – | – | 200,126 | | Lease liabilities | 17 | 30,360 | 12,407 | 20,130 | 26,819 | | Contract liabilities | 6(a) | 187 | 34,515 | 549 | 28,524 | | **Total current liabilities** | | **324,238** | **1,225,760** | **1,552,999** | **12,857,277** |

| **Total liabilities** | | **7,852,951** | **9,367,629** | **10,465,352** | **13,018,007** | | **Total deficit and liabilities** | | **3,546,573** | **3,397,768** | **3,041,147** | **4,020,289** | | **Net current assets / (net current liabilities)** | | **2,509,973** | **1,547,785** | **800,348** | **(9,548,026)** |

– I-7 –

Appendix I

Accountants' Report

Statement of Financial Position of the Company

As at 31 December

| | Note | 2022 | 2023 | As at 30 June 2024 | 2025 | |---|---|---|---|---|---| | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Assets

Non-current assets

| | Note | 2022 | 2023 | As at 30 June 2024 | 2025 | |---|---|---|---|---|---| | Investments in subsidiaries | 12(b) | 688,574 | 541,183 | 744,780 | 827,180 | | Property, plant and equipment | 16 | 286,735 | 292,377 | 278,057 | 279,419 | | Right-of-use assets | 17 | 21,602 | 9,279 | 20,974 | 32,468 | | Investment properties | 19 | – | – | 30,543 | 30,016 | | Intangible assets | 18 | 93,860 | 17,730 | 36,593 | 59,442 | | Financial assets at fair value through profit or loss | 26 | 42,579 | 43,212 | 44,000 | 40,616 | | Finance lease receivables | 25 | 43,541 | 69,328 | 75,641 | 78,691 | | Long-term prepayments for assets | 24 | 4,402 | – | – | 11,855 | | Bank deposits | 27 | – | 51,523 | 53,054 | – | | Restricted cash | 28 | – | – | – | 24,528 | | **Total non-current assets** | | **1,181,293** | **1,024,632** | **1,283,642** | **1,384,215** |

Current assets

| | Note | 2022 | 2023 | As at 30 June 2024 | 2025 | |---|---|---|---|---|---| | Inventories | 22 | 39,250 | 173,484 | 152,983 | 599,849 | | Trade, other receivables and prepayments | 24 | 305,520 | 297,409 | 675,157 | 853,266 | | Financial assets at fair value through profit or loss | 26 | 762,875 | 1,102,800 | 96,448 | 370,365 | | Restricted cash | 28 | – | 620 | 620 | 40,620 | | Bank deposits | 27 | 565,765 | 536,348 | 553,814 | 256,048 | | Cash and cash equivalents | 28 | 922,197 | 533,642 | 739,726 | 1,154,623 | | **Total current assets** | | **2,595,607** | **2,644,303** | **2,218,748** | **3,274,771** |

| Total assets | | 3,776,900 | 3,668,935 | 3,502,390 | 4,658,986 |

Deficit

Share Capital

▶

Paid-in Capital / Share Capital Treasury Shares

29 30

32,791 32,916 32,916 38,360 (4,941,162) (4,991,162) (4,991,162) (7,387,894)

Reserves

30 5,428,874

3,871,874

3,921,962

6,328,646

Accumulated Deficit

(4,399,267) (4,496,066) (5,812,400) (7,313,555)

Total Deficit

(3,878,764) (5,582,438) (6,848,684) (8,334,443) – I-8 –

Appendix I

Accountants' Report As at 31 December

Notes

2022

2023

As at 30 June 2024

2025

RMB'000 RMB'000 RMB'000 RMB'000 Liabilities Non-current Liabilities Lease liabilities Deferred income

37 Warranty provisions

7,483

1,162

9,613

15,599

18,291

13,093

102,446

96,579

211

831 3,993

4,576

Redemption liabilities

31 7,382,155

8,053,141

8,743,040

–

Contract liabilities

6(a)

637 1,165

1,074

1,089

Long-term payables

38 9,162

312

722 7,417,939

8,069,704

8,860,888

118,565

Total Non-current Liabilities Current Liabilities Trade and other payables

33 224,772

331,587

372,991

483,171

Investment intention deposits

34 –

809,245

845,890

–

Convertible bonds

35 –

262,037

–

Redemption liabilities

31 –

12,145,429

Borrowings

36 –

200,126

12,766

6,322

8,719

17,614

187 34,515

549 28,524

Total Current Liabilities

237,725

1,181,669

1,490,186

12,874,864

Total Liabilities

7,655,664

9,251,373

10,351,074

12,993,429

Total Deficit and Liabilities

3,776,900

3,668,935

3,502,390

4,658,986

Net Current Assets / (Net Current Liabilities)

2,357,882

1,462,634

728,562

(9,600,093)

Lease liabilities Contract liabilities

6(a)

– I-9 –

Appendix I

Accountants' Report

Consolidated Statement of Changes in Equity Deficit Attributable to Owners of the Company

Notes

Paid-in Capital /

Share Capital

▶

Share Capital | Treasury Shares | Reserves | Accumulated Deficit | Total ---|---|---|---|--- RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000

As at 1 January 2022

| 32,089 | (4,661,162) | 5,136,486 | (3,427,678) | (2,920,265) |

**Total comprehensive loss** Loss for the year | – | – | – | (1,474,312) | (1,474,312) Exchange differences on translation of overseas operations | – | – | 168 | – | 168

Total comprehensive loss | – | – | 168 | (1,474,312) | (1,474,144)

Transactions with owners in their capacity as owners | 702 | – | 279,298 | – | 280,000 | – | (280,000) | – | – | (280,000) | – | – | 88,031 | – | 88,031

Total transactions with owners | 702 | (280,000) | 367,329 | – | 88,031

As at 31 December 2022 | 32,791 | (4,941,162) | 5,503,983 | (4,901,990) | (4,306,378)

As at 1 January 2023 | 32,791 | (4,941,162) | 5,503,983 | (4,901,990) | (4,306,378)

**Total comprehensive loss** Loss for the year | – | – | – | (1,743,955) | (1,743,955) Exchange differences on translation of overseas operations | – | – | 376 | – | 376

Total comprehensive loss | – | – | 376 | (1,743,955) | (1,743,579)

Transactions with owners in their capacity as owners Investors' contributions | 29, 30 | 125 | – | 49,875 | – | 50,000 Recognition of redemption liabilities | 31 | – | – | (50,000) | – | (50,000) Reorganisation into a joint stock company | 29 | – | – | (1,666,306) | 1,666,306 | – Share-based compensation expenses | 32 | – | – | 80,096 | – | 80,096

Total transactions with owners | | 125 | (50,000) | (1,586,335) | 1,666,306 | 80,096

As at 31 December 2023 | | 32,916 | (4,991,162) | 3,968,024 | (4,979,639) | (5,969,861)

— I-10 —

Appendix I

Accountants' Report Deficit Attributable to Owners of the Company

Notes | Paid-in Capital /

Share Capital

▶

Share Capital | Treasury Shares | Reserves | Accumulated Deficit | Total ---|---|---|---|--- RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000

At 1 January 2024 | 32,916 | (4,991,162) | 3,968,024 | (4,979,639) | (5,969,861)

**Total Comprehensive Loss** Loss for the year | – | – | – | (1,538,100) | (1,538,100) Exchange differences on translation of overseas operations | – | – | 1,123 | – | – Total comprehensive loss | – | – | 1,123 | (1,538,100) | (1,536,977)

**Transactions with Owners in Their Capacity as Owners** Share-based compensation expenses | 32 | – | – | 82,633 | – | 82,633

At 31 December 2024 | 32,916 | (4,991,162) | 4,051,780 | (6,517,739) | (7,424,205)

---

At 1 January 2025 | 32,916 | (4,991,162) | 4,051,780 | (6,517,739) | (7,424,205)

**Total Comprehensive Loss** Loss for the period | – | – | – | (1,600,526) | (1,600,526) Exchange differences on translation of overseas operations | – | – | (152) | – | – Total comprehensive loss | – | – | (152) | (1,600,526) | (1,600,678)

**Transactions with Owners in Their Capacity as Owners** Capital contributions from investors | 29, 30 | 5,444 | – | 2,391,288 | – | 2,396,732 Recognition of redemption liabilities | 31 | – | (2,396,732) | – | – | (2,396,732) Share-based compensation expenses | 32 | – | – | 27,165 | – | 27,165 Total transactions with owners | | 5,444 | (2,396,732) | 2,418,453 | – | 27,165

At 30 June 2025 | 38,360 | (7,387,894) | 6,470,081 | (8,118,265) | (8,997,718)

---

Appendix I

Accountants' Report

Deficit Attributable to Owners of the Company Paid-in Capital /

– I-11 –

Share Capital

▶

Share Capital | Treasury Shares | Reserves | Accumulated Losses | Total ---|---|---|---|--- RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 32,916 | (4,991,162) | 3,968,024 | (4,979,639) | (5,969,861)

Loss for the period | – | – | – | (888,338) | (888,338) Exchange differences on translation of overseas operations | – | – | 63 | – | 63 Total comprehensive loss | – | – | 63 | (888,338) | (888,275)

Transactions with owners in their capacity as owners Share-based compensation expenses | – | – | 58,242 | – | 58,242

At 30 June 2024 | 32,916 | (4,991,162) | 4,026,329 | (5,867,977) | (6,799,894)

Notes

(Unaudited) At 1 January 2024 Comprehensive loss

Transactions with owners in their capacity as owners Share-based compensation expenses At 30 June 2024

32 – I-12 –

Appendix I

Accountants' Report

Consolidated Statement of Cash Flows For the years ended 31 December

| Notes | 2022 RMB'000 | 2023 RMB'000 | Six months ended 30 June 2024 RMB'000 | Six months ended 30 June 2024 RMB'000 (Unaudited) | Six months ended 30 June 2025 RMB'000 | |---|---|---|---|---|---|

Cash flows from operating activities Cash used in operations | 39(a) | (1,183,601) | (847,066) | (1,009,187) | (347,222) | (1,073,324) | | (193,743) | (138,984) | (100,523) | (34,203) | (108,576) | | – | 1,225 | – | – | – Net proceeds received from employees for intention to purchase public rental housing | | 21,392 | 12,323 | 4,887 | 4,667 | 1,296 Government grants related to assets received | | 18,613 | 32,806 | 132,875 | 132,875 | 23,430 | | – | – | – | – | (15,000) Redemption of bank deposits | | 876,003 | 826,311 | 1,219,511 | 545,775 | 557,575 Placement of bank deposits | | (1,122,933) | (796,894) | (1,236,977) | (645,309) | (234,631) | 26(b) | (3,057,000) | (2,768,000) | (1,591,000) | (832,000) | (1,615,000) | 26(b) | 3,700,278 | 2,534,167 | 2,746,463 | 1,361,936 | 1,228,519 | 26(a) | 19,696 | – | – | – | – Purchase of certificates of deposit | 27 | – | (51,471) | – | – | – Increase in restricted cash | 28 | – | (620) | – | – | (65,248) | | 17,097 | 27,863 | 34,770 | 16,508 | 6,608 | | 11,382 | 15,861 | 8,447 | 6,241 | 12,864 Net cash generated from/(used in) operating activities | | 290,785 | (305,413) | 1,218,453 | 556,490 | (208,163)

Cash flows from/(used in) investing activities Purchase of property, plant and equipment and intangible assets | | (193,743) | (138,984) | (100,523) | (34,203) | (108,576) Proceeds from disposal of property, plant and equipment and intangible assets | | – | 1,225 | – | – | –

Payment for investment accounted for using the equity method | 20 | – | – | – | – | – Purchase of short-term investments at fair value through profit or loss | | (3,057,000) | (2,768,000) | (1,591,000) | (832,000) | (1,615,000) Proceeds from disposal of short-term investments at fair value through profit or loss | | 3,700,278 | 2,534,167 | 2,746,463 | 1,361,936 | 1,228,519 Proceeds from disposal of long-term equity investments at fair value through profit or loss | 26(a) | 19,696 | – | – | – | – Bank deposit interest received | | 17,097 | 27,863 | 34,770 | 16,508 | 6,608 Interest on cash and cash equivalents received | | 11,382 | 15,861 | 8,447 | 6,241 | 12,864 Net cash generated from/(used in) investing activities | | 290,785 | (305,413) | 1,218,453 | 556,490 | (208,163)

11 – I-13 –

Appendix I

Accountants' Report For the years ended 31 December

| Notes | 2022 RMB'000 | 2023 RMB'000 | Six months ended 30 June 2024 RMB'000 | Six months ended 30 June 2024 RMB'000 (Unaudited) | Six months ended 30 June 2025 RMB'000 | |---|---|---|---|---|---|

Cash flows from/(used in) financing activities Proceeds from convertible bonds | 39(c) | – | – | 262,037 | – | – Lease payments | 39(c) | (27,206) | (28,485) | (22,117) | (10,638) | (9,113) Repayment of long-term payables | 39(c) | (41,255) | (14,395) | (19,362) | (18,405) | (312) Capital contributions from investors | 30, 39(c) | 280,000 | 50,000 | – | – | 1,799,059 Proceeds from borrowings | 39(c) | – | – | – | – | 200,000 Repayment of interest expenses on borrowings | 39(c) | – | – | – | – | (1,754) Proceeds from capital contributions received from related parties | 41 | – | 6,773 | – | – | – Payment of listing expenses | | – | (2,005) | (3,436) | (2,272) | (2,114) Proceeds from investment intention deposits received | 34 | – | 800,000 | – | – | – Repayment of investment intention deposits | 34, 39(c) | – | – | – | – | (517,778) Net cash generated from/(used in) financing activities | | 211,539 | 811,888 | 217,122 | (31,315) | 1,467,988

Net (decrease)/increase in cash and cash equivalents | | (681,277) | (340,591) | 426,388 | 177,953 | 186,501

Cash and cash equivalents at beginning of year/period | | 1,556,596 | 983,326 | 659,335 | 659,335 | 1,100,694 Effect of changes in exchange rates | | 108,007 | 16,600 | 14,971 | 5,142 | (2,097) Cash and cash equivalents at end of year/period | | 983,326 | 659,335 | 1,100,694 | 842,430 | 1,285,098

– I-14 –

Appendix I

Accountants' Report

II

Financial Information

▶

Notes to Historical Financial Information

1 General Information

Shanghai Biren Intelligent Technology Co., Ltd. (上海壁仞科技股份有限公司) ("your Company") was incorporated in the People's Republic of China ("China") on 9 September 2019. The registered office address of your Company is Floor 13, Building 16, No. 2388 Chenxing Road, Minhang District, Shanghai, China.

On 12 July 2023, your Company convened a general meeting of shareholders and passed the relevant resolutions approving the conversion of your Company from a limited liability company to a joint stock company, and the change of your Company's name to "Shanghai Biren Intelligent Technology Co., Ltd." (上海壁仞科技股份有限公司) (formerly known in Chinese as "上海壁仞智能科技有限公司").

During the Track Record Period, the principal businesses of your Company and its subsidiaries ("your Group") were the sale of general-purpose graphics processing unit ("GPGPU") chips and GPGPU-based intelligent computing solutions primarily in the People's Republic of China ("China") and other regions to enable artificial intelligence ("AI") and related services, as well as research and development activities relating to GPGPUs.

Mr. Wen ZHANG is the founder of your Group.

As at the date of this report, the principal subsidiaries of your Company during the Track Record Period are set out in Note 12.

2 Basis of Preparation

Financial Information

▶

Preparing financial data in compliance with International Financial Reporting Standards requires the use of certain key accounting estimates, and also requires management to exercise judgment in applying the Group's accounting policies. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are material to the historical financial information, are disclosed in Note 4.

All effective standards, amendments to standards and interpretations that are mandatory for financial years beginning on or after 1 January 2025 have been applied consistently throughout the Track Record Period to the Group. These amendments have not had any material impact during the Track Record Period.

The Group is at a relatively early stage of commercialising its products. Losses for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025 were approximately RMB1,474.3 million, RMB1,744.0 million, RMB1,538.1 million and RMB1,600.5 million, respectively. In addition to the losses, as at 31 December 2022, 2023 and 2024 and 30 June 2025, the Group's net liabilities were approximately RMB4,306.4 million, RMB5,969.9 million, RMB7,424.2 million and RMB8,997.7 million, respectively. As at 30 June 2025, the Group also recorded net current liabilities of approximately RMB9,548.0 million. Such net liabilities and net current liabilities were primarily attributable to the separate redemption rights granted to investors (the "Investors") in the Pre-A Round, Pre-A+ Round, Pre-A++ Round, Series A Round, Pre-B Round, Pre-B+ Round, Series B Round, Series B+ Round and Strategic Round financings, in respect of which the Group recorded redemption liabilities with carrying values of RMB7,382.2 million, RMB8,053.1 million, RMB8,743.0 million and RMB12,145.4 million as at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively.

– I-15 –

Appendix I

Accountants' Report

Pursuant to the investment agreements and the preferred share termination agreements effective in June 2025, the Investors agreed that the redemption rights expiring on 31 January 2026 shall be terminated immediately prior to the Company's submission of a listing application to The Stock Exchange of Hong Kong Limited, provided that such rights may be reinstated if the listing application is returned or lapses and the Company fails to resubmit within six months or such other period as agreed by all parties, or is rejected. Pursuant to the supplemental agreement to the preferred share termination agreements in August 2025, the redemption date of the preferred shares has been extended to 31 July 2027 (Note 31). Accordingly, in any event, the Directors consider that the redemption rights and the related liabilities will not generate any cash flow impact on the Group within the 12 months following 30 June 2025.

Taking into account the termination of the aforementioned redemption rights and the extension of the redemption date, as well as the cash flow projections covering a period of not less than 12 months from 30 June 2025 prepared by the Group's management, the Directors consider that the Group and the Company will have sufficient cash resources to meet their future working capital requirements for the twelve months from 30 June 2025, including cash resources on hand and the proceeds subsequently received from investors in 2025 (Note

Financial Information

▶

44(b)). The Directors therefore consider it appropriate to prepare the historical financial information on a going concern basis.

New Standards and Interpretations Not Yet Adopted

The following new standards, amendments to existing standards and new interpretations have been issued but are not yet effective for the Track Record Period and have not been early adopted. The Group plans to adopt these new standards, amendments to standards and new interpretations upon their effective dates:

| Standards and Amendments | Effective for accounting periods beginning on or after | |---|---| | Amendments to Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 | | Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 | | Annual Improvements to IFRS Accounting Standards – Volume 11 | 1 January 2027 | | IFRS 18 Presentation and Disclosure in Financial Statements | 1 January 2027 | | IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 | | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28 | To be determined |

Based on the assessment made by the Directors of the Company, these new and amended standards are either not applicable to the Group or are not significant to the Group's financial performance and position when they become effective, except that IFRS 18 will primarily affect the presentation of the consolidated statement of comprehensive loss.

IFRS 18 sets out requirements for the presentation and disclosure of financial statements and will replace IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss; to provide disclosures in the notes to financial statements on management-defined performance measures; and to improve the aggregation and disaggregation of information to be disclosed in the financial statements.

IFRS 18 and the consequential amendments to other IFRS Accounting Standards are effective for annual periods beginning on or after 1 January 2027, with early application permitted.

The application of IFRS 18 is not expected to have a material impact on the Group's financial position, but is expected to affect the presentation of the consolidated statement of comprehensive loss and the disclosures in the future consolidated financial statements. The Group will continue to assess the impact of IFRS 18 on the Group's consolidated financial statements.

– I-16 –

Appendix I

Accountants' Report

3 Financial Risk Management

3.1

Risk Factors

▶

Financial Risk Factors

The Group's business exposes it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. Risk management is carried out by the Group's senior management.

Market Risk

(i) Foreign Exchange Risk

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"). Foreign exchange risk arises when future commercial transactions or recognised assets and liabilities are denominated in a currency that is not the functional currency of the Group entity. The Company's functional currency is Renminbi ("RMB"). The Company's subsidiaries are incorporated in mainland China, Singapore, the United States and the Hong Kong Special Administrative Region, and these subsidiaries use RMB, Singapore Dollar ("SGD") and US Dollar ("USD") respectively as their functional currencies.

The Group is mainly exposed to the risk of changes in the exchange rate of RMB against USD. As at 31 December 2022, 2023 and 2024 and 30 June 2025, with all other variables held constant, if USD had appreciated/depreciated by 10% against RMB, the Group's net loss for the year/period would have increased/decreased by RMB18,076,000, RMB34,101,000, RMB35,166,000 and RMB55,431,000 respectively due to foreign exchange gains/losses on translation of USD-denominated cash and cash equivalents, bank deposits, trade and other payables, long-term payables and redemption liabilities.

(ii) Cash Flow and Fair Value Interest Rate Risk

Other than structured deposits (Note 26), bank deposits (Note 27), restricted cash (Note 28(b)) and cash and cash equivalents (Note 28(a)), 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 finance lease receivables bearing interest at fixed rates expose the Group to fair value interest rate risk.

The Group's long-term payables (Note 38), investment intention money (Note 34), redemption liabilities (Note 31), borrowings (Note 36) and convertible bonds (Note 35) bearing interest at fixed rates expose the Group to fair value interest rate risk.

(iii) Price Risk

The Group is exposed to price risk in respect of its long-term equity investments and structured deposits (Note 26) held and classified as financial assets at fair value through profit or loss in the consolidated statement of financial position.

The Group is not exposed to commodity price risk. To manage price risk arising from investments, the Group diversifies its investment portfolio. These investments are managed on an individual basis by management for strategic purposes or to achieve both investment returns and to balance the Group's liquidity level. Sensitivity analysis is performed by management, details of which are set out in Note 3.3.

– I-17 –

Appendix I

(b)

Accountants' Report

Credit Risk

The Group is exposed to credit risk in respect of its cash and cash equivalents, restricted cash, bank deposits, financial assets at fair value through profit or loss, trade and other receivables and finance lease receivables. The carrying amount of each class of financial assets mentioned above represents the Group's maximum exposure to credit risk in relation to financial assets.

Risk Management

To manage the risk arising from cash and cash equivalents, restricted cash, bank deposits and financial assets at fair value through profit or loss, the Group only transacts with state-owned or reputable financial institutions in mainland China and reputable international financial institutions outside mainland China. These financial institutions have no recent history of default.

To manage the risk arising from trade receivables, the Group has established policies to ensure that credit terms for sales are granted only to counterparties with an appropriate credit history, and management conducts ongoing credit evaluations of its counterparties. Credit periods granted to customers generally do not exceed 180 days, and the credit quality of these customers is assessed, taking into account their financial position, past experience and other factors.

For other receivables and finance lease receivables, management regularly performs collective and individual assessments of the recoverability of other receivables and finance lease receivables based on historical settlement records and past experience. In view of the history of cooperation with debtors and the satisfactory recovery record of receivables, management considers the inherent credit risk of the Group's outstanding other receivables and finance lease receivables balances to be low.

Impairment of Financial Assets

The Group assesses impairment of financial assets measured at amortised cost (primarily comprising trade receivables, other receivables and finance lease receivables) using the expected credit loss ("ECL") model. The ECL amount is updated at each reporting date to reflect changes in credit risk since initial recognition.

(i) Cash and Cash Equivalents, Restricted Cash and Bank Deposits

To manage the risk arising from cash and cash equivalents, restricted cash and bank deposits, the Group only transacts with state-owned or reputable financial institutions in mainland China and reputable international financial institutions outside mainland China. These financial institutions have no recent history of default. These instruments are considered to have low credit risk as they have a low risk of default and the counterparties have a strong capacity to meet their contractual cash flow obligations in the short term. Cash and cash equivalents, restricted cash and bank deposits are also subject to the impairment requirements of IFRS 9, and the identified impairment loss is not material.

(ii) Trade Receivables

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires lifetime expected losses to be recognised from initial recognition of trade receivables. To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics, credit ratings and ageing. The expected loss rates are determined by reference to the credit ratings of counterparties at the end of each reporting period based on probability of default and loss given default rates. Historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of customers to settle receivables. The Group has identified mainland China's gross domestic product (GDP) and consumer price index (CPI) in the regions where it provides services as relevant factors, and has adjusted the loss rates accordingly based on the expected changes in these factors.

– I-18 –

Appendix I

Accountants' Report

The major credit risk exposure at each reporting date is the carrying amount of the Group's trade receivables. On this basis, the loss allowances for trade receivables as at 31 December 2022, 2023 and 2024 and 30 June 2025 are determined as follows:

| | Not more than 3 months | 3 to 6 months | 6 months to 1 year | Total | |---|---|---|---|---| | **As at 31 December 2022** | | | | | | Expected credit loss rate | 1.15% | – | – | 1.15% | | Gross carrying amount – trade receivables (RMB'000) | 96 | – | – | 96 | | Loss allowance (RMB'000) | 1 | – | – | 1 | | **As at 31 December 2023** | | | | | | Expected credit loss rate | 0.55% | 1.22% | 2.65% | 2.42% | | Gross carrying amount – trade receivables (RMB'000) | 5,023 | 48 | 40,126 | 45,197 | | Loss allowance (RMB'000) | 28 | 1 | 1,064 | 1,093 | | **As at 31 December 2024** | | | | | | Expected credit loss rate | 0.97% | 0.30% | – | 0.96% | | Gross carrying amount – trade receivables (RMB'000) | 85,511 | 1,998 | – | 87,509 | | Loss allowance (RMB'000) | 833 | 6 | – | 839 | | **As at 30 June 2025** | | | | | | Expected credit loss rate | 0.92% | 0.63% | 1.82% | 1.15% | | Gross carrying amount – trade receivables (RMB'000) | 26,768 | 1,436 | 10,362 | 38,566 | | Loss allowance (RMB'000) | 246 | 9 | 189 | 444 |

(iii) Other Receivables and Finance Lease Receivables

Other receivables mainly include deposits and receivables due from original equipment manufacturers ("OEMs") for contract manufacturing services receivable. As described in Note 25, finance lease receivables represent amounts receivable from employees. For other receivables and finance lease receivables, management regularly performs collective and individual assessments of recoverability based on historical settlement records, past experience and forward-looking information on macroeconomic factors affecting the ability of customers or employees to settle receivables.

The Group individually assesses credit losses on finance lease receivables and considers the inherent credit risk of the outstanding finance lease receivables balance group to be fairly low, as all lease receivables are secured by public rental housing owned by the Group.

The Group measures the credit risk of other receivables and finance lease receivables using probability of default ("PD"), exposure at default ("EAD") and loss given default ("LGD").

- Financial instruments that are not credit-impaired upon initial recognition are classified as "Stage 1", and their credit risk is continuously monitored by the Group. ECL is measured on a 12-month basis.

– I-19 –

Appendix I

Accountants' Report

- If credit risk has increased significantly since initial recognition (in particular where a debtor's contractual payments are more than 30 days past due), the financial instrument is transferred to "Stage 2", but has not yet been considered to be credit-impaired. ECL is measured on a lifetime basis.

- If the financial instrument is credit-impaired (in particular where a debtor's contractual payments are more than 90 days past due), the financial instrument is transferred to "Stage 3". ECL is measured on a lifetime basis.

As there has been no significant increase in credit risk since initial recognition, all of the Group's other receivables and finance lease receivables as at 31 December 2022, 2023 and 2024 and 30 June 2025 are classified as Stage 1, and their ECL is measured on a 12-month basis.

The following table illustrates the movement in loss allowances for other receivables and finance lease receivables from the beginning to the end of the year/period:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | **Expected credit loss rate** | | | | | | – Other receivables | 1.40% | 2.28% | 0.85% | 1.94% | | – Finance lease receivables | 0.01% | 0.01% | 0.01% | 0.01% | | **Gross carrying amount (RMB'000)** | | | | | | – Other receivables | 17,765 | 9,914 | 36,425 | 12,399 | | – Finance lease receivables | 43,546 | 69,338 | 75,652 | 78,702 | | | 61,311 | 79,252 | 112,077 | 91,101 | | **Loss allowance (RMB'000)** | | | | | | – Other receivables | (248) | (226) | (308) | (240) | | – Finance lease receivables | (5) | (10) | (11) | (11) | | **Total loss allowance (RMB'000)** | **(253)** | **(236)** | **(319)** | **(251)** |

**(iv) Movement in Loss Allowances for Trade Receivables, Other Receivables and Finance Lease Receivables**

For details of the analysis, please refer to Note 24 (for trade and other receivables) and Note 25 (for finance lease receivables).

– I-20 –

Appendix I

Accountants' Report

The movement in loss allowances for trade receivables, other receivables and finance lease receivables for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025 is as follows:

| | Trade receivables RMB'000 | Other receivables RMB'000 | Finance lease receivables RMB'000 | Total RMB'000 | |---|---|---|---|---| | Opening loss allowance as at 1 January 2022 | – | (53) | – | (53) | | Increase in loss allowance recognised in profit or loss during the year | (1) | (195) | (5) | (201) | | **As at 31 December 2022** | **(1)** | **(248)** | **(5)** | **(254)** | | (Increase)/decrease in loss allowance recognised in profit or loss during the year | (1,092) | 22 | (5) | (1,075) | | **As at 31 December 2023** | **(1,093)** | **(226)** | **(10)** | **(1,329)** | | Decrease/(increase) in loss allowance recognised in profit or loss during the year | 254 | (82) | (1) | 171 | | **As at 31 December 2024** | **(839)** | **(308)** | **(11)** | **(1,158)** | | Decrease in loss allowance recognised in profit or loss during the period | 395 | 68 | –* | 463 | | **As at 30 June 2025** | **(444)** | **(240)** | **(11)** | **(695)** |

\* Represents an amount less than RMB1,000.

Write-off Policy

Financial assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include ceasing enforcement activities. When receivables are written off, the Group continues enforcement activities to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.

– I-21 –

Appendix I

(c)

Accountants' Report

Liquidity Risk

The Group endeavours to maintain sufficient cash and cash equivalents. Given the active nature of the relevant businesses, the Group's policy is to regularly monitor the Group's liquidity risk and maintain sufficient cash and cash equivalents to meet liquidity requirements.

The following table analyses the Group's non-derivative financial liabilities that will be settled on a net basis into relevant maturity groupings based on the remaining period from each balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

| | Within 1 year RMB'000 | 1 to 2 years RMB'000 | 2 to 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---| | **As at 31 December 2022** | | | | | | Lease liabilities | 31,529 | 11,678 | 1,264 | 44,471 | | Financial liabilities included in trade and other payables | 163,281 | – | – | 163,281 | | Long-term payables | – | 26,261 | 17,724 | 43,985 | | | **194,810** | **37,939** | **18,988** | **251,737** | | **As at 31 December 2023** | | | | | | Lease liabilities | 12,952 | 4,180 | 1,623 | 18,755 | | Financial liabilities included in trade and other payables | 237,409 | – | – | 237,409 | | Investment intention money | 809,245 | – | – | 809,245 | | Long-term payables | – | 18,019 | – | 18,019 | | | **1,059,606** | **22,199** | **1,623** | **1,083,428** | | **As at 31 December 2024** | | | | | | Lease liabilities | 21,379 | 18,109 | 3,086 | 42,574 | | Financial liabilities included in trade and other payables | 316,088 | – | – | 316,088 | | Long-term payables | – | 722 | – | 722 | | Investment intention money | 845,890 | – | – | 845,890 | | Convertible bonds | 262,037 | – | – | 262,037 | | | **1,445,394** | **18,831** | **3,086** | **1,467,311** | | **As at 30 June 2025** | | | | | | Lease liabilities | 27,928 | 18,374 | 3,867 | 50,169 | | Financial liabilities included in trade and other payables | 331,889 | – | – | 331,889 | | Borrowings | 202,787 | – | – | 202,787 | | Long-term payables | – | 722 | – | 722 | | | **562,604** | **19,096** | **3,867** | **585,567** |

Please note that the above table does not include liabilities arising from redemption rights granted by the Group to shareholders, as such rights are subject to certain conditions and scenarios. As at 30 June 2025, the earliest redemption date would be January 2026, and pursuant to the supplemental agreement to the priority termination agreement in August 2025, the redemption date has been extended to 31 July 2027. Please refer to Note 31 for details.

– I-22 –

Appendix I

3.2 Accountants' Report

Capital Management

The Group's objectives in managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to enhance shareholder value over the long term.

The Group monitors capital by regularly reviewing the capital structure. As part of this review, the Group considers the cost of capital and the risks associated with

Share Capital

▶

Risks relating to the issued share capital. The Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or repurchase the Company's shares. The Directors of the Company consider that the Group's net debt primarily comprises the redemption liabilities disclosed in Note 31, and there are no regulatory benchmarks in the industry in which the Company operates.

Capital management measurement is not currently a tool used in the Group's internal management reporting process.

3.3 Fair Value Estimation

(a)

Financial Assets and Liabilities (i)

Fair Value Hierarchy

This section describes the judgements and estimates made in determining the fair values of financial instruments recognised and measured at fair value in the consolidated financial statements. To provide an indication of the reliability of the inputs used in determining fair value, the Group classifies its financial instruments into three levels in accordance with the accounting standards. The description of each level is shown in the table below.

As at 31 December 2022

Financial Assets:

Long-term investments measured at fair value through profit or loss:

| | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | |---|---|---|---|---| | – Unlisted equity investments | – | – | 42,579 | 42,579 |

Level 1:

Share Capital

▶

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 prices used for financial assets held by the Group are the current bid prices. These instruments are classified as Level 1.

Level 2:

The fair value of financial instruments not traded in active markets (such as over-the-counter derivatives) is determined using valuation techniques. Valuation techniques make maximum use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to determine the fair value of an instrument are observable, that instrument is classified as Level 2.

Level 3:

If one or more significant inputs are not based on observable market data, the instrument is classified as Level 3

Share Capital

▶

level. This applies to unlisted equity securities and financial liabilities at fair value through profit or loss.

Valuation Techniques Used to Determine Fair Value

The valuation of Level 3 instruments primarily includes financial assets at fair value through profit or loss in unlisted equity investments (Note 26(a)), financial assets at fair value through profit or loss in structured deposits (Note 26(b)), and financial liabilities at fair value through profit or loss in convertible bonds (Note 35). As these instruments are not traded in an active market, their fair values have been determined by adopting various applicable valuation techniques, including discounted cash flow and market approach.

– I-24 –

Appendix I

Accountants' Report

The Group's finance department has engaged an independent valuer to perform valuation of unlisted equity investments and financial liabilities at fair value through profit or loss. The independent valuer reports directly to management. Management and the independent valuer periodically discuss the valuation process and results in accordance with the Group's reporting periods.

(iii) Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

During the Track Record Period, there were no transfers of financial assets or liabilities between Level 2 and Level 3.

The following table presents the changes in Level 3 instruments of financial assets and financial liabilities at fair value through profit or loss for each of the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025.

| | Financial assets at FVTPL – Structured deposits | Financial assets at FVTPL – Unlisted equity investments | Financial liabilities at FVTPL – Convertible bonds | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Balance at 1 January 2022 | 1,579,092 | 50,287 | – | | Additions | 3,057,000 | – | – | | Disposals | (3,700,278) | (19,696) | – | | Gains recognised in other income, net (a) (Note 10) | 39,045 | 11,988 | – | | Balance at 31 December 2022 | 974,859 | 42,579 | – | | Additions | 2,768,000 | – | – | | Disposals | (2,534,167) | – | – | | Gains recognised in other income, net (a) (Note 10) | 24,769 | 633 | – | | Balance at 31 December 2023 | 1,233,461 | 43,212 | – | | Additions | 1,591,000 | – | 262,037 | | Disposals | (2,746,463) | – | – | | Gains recognised in other income, net (a) (Note 10) | 18,450 | 788 | – | | Balance at 31 December 2024 | 96,448 | 44,000 | 262,037 | | Additions | 1,615,000 | – | – | | Disposals | (1,228,519) | – | – | | Gains/(losses) recognised in other income, net (a) (Note 10) | 2,479 | (3,384) | (364) | | Conversion to ordinary shares | – | – | (261,673) | | Balance at 30 June 2025 | 485,408 | 40,616 | – |

– I-25 –

Appendix I

Accountants' Report

(a) Unrealised gains recognised for each of the three years ended 31 December 2022, 2023 and 2024 amounted to RMB16,320,000, RMB4,094,000 and RMB1,236,000, respectively. Unrealised losses recognised for the six months ended 30 June 2025 amounted to RMB2,976,000.

The following table summarises the quantitative information about the significant unobservable inputs used in recurring Level 3 fair value measurements.

At 31 December 2022

| | Unobservable inputs | Range of inputs | Relationship between unobservable inputs and fair value | |---|---|---|---| | Financial assets at FVTPL – long-term investments: Unlisted equity investments | Expected volatility | 43.94% | Relationship between expected volatility and fair value is indeterminate. In general, the higher the expected volatility, the lower the fair value | | | Risk-free rate | 2.82% | Relationship between risk-free rate and fair value is indeterminate. In general, the higher the risk-free rate, the higher the fair value | | Financial assets at FVTPL – short-term investments: Structured deposits | Expected rate of return | 1.50%–3.33% | The higher the expected rate of return, the higher the fair value |

At 31 December 2023

| | Unobservable inputs | Range of inputs | Relationship between unobservable inputs and fair value | |---|---|---|---| | Financial assets at FVTPL – long-term investments: Unlisted equity investments | Expected volatility | 43.93% | Relationship between expected volatility and fair value is indeterminate. In general, the higher the expected volatility, the higher the fair value | | | Risk-free rate | 2.48% | Relationship between risk-free rate and fair value is indeterminate. In general, the higher the risk-free rate, the higher the fair value | | Financial assets at FVTPL – short-term investments: Structured deposits | Expected rate of return | 1.30%–4.00% | The higher the expected rate of return, the higher the fair value |

– I-26 –

Appendix I

Accountants' Report

At 31 December 2024

| | Unobservable inputs | Range of inputs | Relationship between unobservable inputs and fair value | |---|---|---|---| | Financial assets at FVTPL – long-term investments: Unlisted equity investments | Expected volatility | 44.98%–48.34% | Relationship between expected volatility and fair value is indeterminate. In general, the higher the expected volatility, the higher the fair value | | | Risk-free rate | 1.14%–1.44% | Relationship between risk-free rate and fair value is indeterminate. In general, the higher the risk-free rate, the higher the fair value | | Financial assets at FVTPL – short-term investments: Structured deposits | Expected rate of return | 2.20% | The higher the expected rate of return, the higher the fair value | | Convertible bonds | Expected volatility | 62.27% | The higher the expected volatility, the higher the fair value | | | Discount rate | 3.21%–7.25% | The higher the discount rate, the lower the fair value | | | Risk-free rate | 1.01%–4.39% | The higher the risk-free rate, the lower the fair value |

At 30 June 2025

| | Unobservable inputs | Range of inputs | Relationship between unobservable inputs and fair value | |---|---|---|---| | Financial assets at FVTPL – long-term investments: Unlisted equity investments | Expected volatility | 47.16%–47.86% | Relationship between expected volatility and fair value is indeterminate. In general, the higher the expected volatility, the higher the fair value | | | Risk-free rate | 1.36%–1.49% | Relationship between risk-free rate and fair value is indeterminate. In general, the higher the risk-free rate, the higher the fair value | | Financial assets at FVTPL – short-term investments: Structured deposits | Expected rate of return | 0.39%–2.85% | The higher the expected rate of return, the higher the fair value |

– I-27 –

Appendix I

Accountants' Report

The Group enters into contracts for structured deposits with expected but not guaranteed rates of return within the ranges as shown above. The Group manages and evaluates the performance of these investments on a fair value basis in accordance with its risk management and investment strategy, and therefore they are designated as financial assets at fair value through profit or loss. If the expected rate of return on the Group's investments had increased/decreased by 10% as at 31 December 2022, 2023 and 2024 and 30 June 2025, the loss before income tax for each of the three years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2025 would have decreased/increased by approximately RMB2,170,000, RMB1,176,000, RMB53,000 and RMB151,000, respectively.

If the expected volatility of the Group's unlisted equity investments at fair value through profit or loss had increased/decreased by 10%, the loss before income tax for each of the three years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2025 would have increased/decreased by approximately RMB122,000/RMB210,000, decreased/increased by approximately RMB77,000/RMB27,000, decreased/increased by approximately RMB241,000/RMB205,000 and decreased/increased by approximately RMB262,000/RMB242,000, respectively.

If the risk-free rate of the Group's unlisted equity investments at fair value through profit or loss had increased/decreased by 10%, the loss before income tax for each of the three years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2025 would have decreased/increased by approximately RMB103,000/RMB105,000, RMB98,000/RMB99,000, RMB54,000/RMB54,000 and RMB51,000/RMB51,000, respectively.

The fair value of convertible bonds is affected by changes in expected volatility, discount rate and risk-free rate. If the expected volatility had increased/decreased by 10%, the loss before income tax for the year ended 31 December 2024 would have increased/decreased by approximately RMB287,000/RMB288,000. If the discount rate had increased/decreased by 10%, the loss before income tax for the year ended 31 December 2024 would have decreased/increased by RMB27,000. If the risk-free rate had increased/decreased by 10%, the loss before income tax for the year ended 31 December 2024 would have decreased/increased by RMB1,000.

4 Critical Accounting Estimates and Judgements

The preparation of the consolidated financial statements 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 are believed to be reasonable under the circumstances.

4.1 Share-based Compensation Expense

As described in Note 32, the Company has adopted Pre-IPO Share Option Plans and Pre-IPO Restricted Share Unit Plans for the management and employees of the Group. The Company has engaged an independent valuer to determine the fair value at the grant date of share options and restricted shares granted to management and employees using an option pricing model and an equity allocation model, respectively, which will be expensed over the vesting period. The models involve a number of assumptions, and management is required to make significant estimates regarding these assumptions, including discount rate, risk-free rate, expected volatility and dividend. Management exercises judgement and makes estimates in respect of these significant assumptions when determining the fair value of share options and restricted shares granted to the management and employees of the Group.

At the end of each reporting period, the Group reassesses the estimated number of equity instruments expected to vest based on an assessment of all relevant non-market vesting conditions. The impact of any revision to the original estimates, if any, is recognised in the consolidated statement of comprehensive loss so that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payment reserve.

4.2 Impairment of Non-financial Assets

At each balance sheet date, the Group reviews internal and external sources of information to identify indications that non-financial assets may be impaired. If any such indication exists, the Group further estimates the recoverable amount of the relevant asset, which is the higher of the asset's fair value less costs of disposal and its value in use. Depending on the Group's assessment of the complexity involved in arriving at a reasonable estimate of the recoverable amount, the Group may utilise internal resources to perform the assessment, or the Group may engage external advisors to advise the Group when performing such assessment. Regardless of the resources utilised, the Group is required to make assumptions when performing this assessment, including the usage of the relevant assets, the cash flows generated, appropriate market discount rates and projected market and regulatory conditions. Any changes in these assumptions may give rise to material changes in the estimated recoverable value of that asset in the future. Please refer to Note 16(c) for details.

– I-28 –

Appendix I

4.3 Accountants' Report

Determination of Redemption Amount of Redemption Liabilities

Redemption liabilities are initially measured at the present value of the redemption amount and subsequently measured at amortised cost. The redemption amount is determined at the higher of fair value and principal plus interest, and is estimated using appropriate valuation techniques. These valuations are based on certain assumptions relating to the volatility, rate of return and discount rate of the instruments, which are subject to uncertainty and may differ materially from actual results. Please refer to Note 31 for details.

4.4 Current and Deferred Income Tax

The Group is subject to income taxes in a number of jurisdictions. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Deferred income tax assets relating to certain temporary differences and tax losses are recognised when management considers it probable that future taxable profit will be available against which the temporary differences or tax losses can be utilised. When the expected outcome differs from previous estimates, such differences will impact the recognition of deferred income tax assets and tax charges in the period in which such estimate is changed.

5 Segment Information

The Group's business activities comprise primarily the sale of GPGPUs and other ready-to-use products and the provision of application development and other services, mainly in China. The Group's chief operating decision maker (the "CODM") has been identified as the executive directors, who review the consolidated results when making decisions about allocating resources and assessing the overall performance of the Group, and therefore the Group has only one reportable segment. The Group does not differentiate between markets or segments in its internal reporting. As the vast majority of the Group's non-current assets are located in China and the vast majority of the Group's revenues are derived from China, no geographical information is presented.

The following table illustrates revenues from customers that individually accounted for 10% or more of the Group's total revenues:

| | Years ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (Unaudited) | 2025 RMB'000 | | Customer A | – | – | 183,393 | – | 19,629 | | Customer B | – | – | 41,856 | – | – | | Customer C | – | – | 35,003 | 34,646 | – | | Customer D | 388 | – | – | – | – | | Customer E | 104 | – | – | – | – | | Customer F | – | 53,190 | – | – | 6,804 | | Customer G | – | – | – | – | 17,357 | | Customer H | – | – | – | – | 12,429 |

Other than the above customers, no other customer individually accounted for 10% or more of the Group's total revenues for each of the three years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and 2025.

– I-29 –

Appendix I

6 Accountants' Report

Revenue

| | Years ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (Unaudited) | 2025 RMB'000 | | Revenue from contracts with customers within the scope of IFRS 15 | | | | | | | Product sales | | | | | | | – Intelligent computing solutions | – | 62,030 | 336,794 | 39,298 | 58,150 | | – Agency fees | 499 | – | – | – | – | | | 499 | 62,030 | 336,794 | 39,298 | 58,150 | | Provision of support or extended warranty services | – | – | 9 | – | 46 | | | 499 | 62,030 | 336,803 | 39,298 | 58,196 | | Revenue from other sources | | | | | | | Rental income from intelligent computing clusters | – | – | – | – | 707 | | | 499 | 62,030 | 336,803 | 39,298 | 58,903 |

The analysis of the Group's revenue from the transfer of products and services recognised at a point in time or over time is as follows:

| | Years ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 | 2025 RMB'000 |

(Unaudited) Point in time Over a period of time

499 62,030

336,794

39,298

58,150

–

9 –

46

499 62,030

336,803

39,298

58,196

– I-30 –

Appendix I

Accountants' Report

The following table sets out the unsatisfied performance obligations arising from future unspecified software updates and upgrades or warranty extension services:

For the year ended 31 December | As at 30 June

| 2022 | 2023 | 2024 | 2025 | |---|---|---|---| | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | 637 | 1,174 | 1,165 | 1,247 |

Aggregate amount of the transaction price allocated to partially or fully unsatisfied long-term contracts

Management expects that 0%, 0.8%, 7.8% and 12.7% of the transaction price allocated to unsatisfied contracts as at 31 December 2022, 2023 and 2024 and 30 June 2025, respectively, will be recognised as revenue within one year. Apart from the unsatisfied performance obligations arising from future unspecified software updates and upgrades or warranty extension services disclosed above, other unsatisfied or partially unsatisfied performance obligations are expected to be recognised in the next year/period and are not separately disclosed.

(a)

Contract Liabilities

The Group and the Company have recognised the following liabilities related to contracts with customers:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Current portion | 187 | 34,515 | 549 | 28,524 | | Non-current portion | 637 | 1,165 | 1,074 | 1,089 | | | 824 | 35,680 | 1,623 | 29,613 |

The Group's contract liabilities arose primarily from advance payments received from customers for which the related products have not yet been delivered or services have not yet been provided.

The following table sets out the revenue recognised during the Track Record Period that was included in the brought-forward contract liabilities:

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Revenue recognised that was included in contract liabilities at the beginning of the year/period | – | 187 | 34,515 | – | 503 |

– I-31 –

Appendix I

Accountants' Report

Accounting Policies for Revenue Recognition

Accounting Policies for the Group's Major Sources of Revenue

(a)

Product Sales

Intelligent Computing Solutions

The Group provides intelligent computing solutions that enable a broad range of critical applications including artificial intelligence ("AI") from cloud to edge.

Revenue is generated from the sale of intelligent computing solutions, primarily comprising its core products: GPGPU-based hardware and computing software platforms. As the Group provides a significant integration service — a solution that bundles products with its services — this is identified as a single performance obligation. Revenue is recognised at the point in time when control of the intelligent computing solution is transferred to the customer, which is generally upon completion of adaption and customer acceptance of the solution.

Contracts with customers may include multiple performance obligations. For such arrangements, the Group allocates revenue to each performance obligation based on its relative standalone selling price. The Group generally determines the standalone selling price based on the prices charged to customers. Where standalone selling prices are not directly observable, they are estimated using the expected cost plus margin approach or the adjusted market assessment approach, depending on the availability of observable data. Assumptions and estimates are made in estimating the relative selling prices of each distinct performance obligation, and changes in judgement regarding those assumptions and estimates may affect revenue recognition.

The transaction price in the contract reflects the amount of consideration to which the Group expects to be entitled, net of payments made to customers and on behalf of customers.

Certain products are sold with support for integrated systems, hardware and/or software, or warranty extension services. Support and warranty extension revenue is recognised on a straight-line basis over the service period or as services are performed. Such revenue is included in and presented in Note (b) as revenue from the provision of support or warranty extension services.

Agency Fees

In certain hardware sales transactions, the Group acts as an agent because the Group does not obtain control of the hardware before it is transferred to the buyer. When control of the product is transferred from the supplier to the buyer under the arrangement (generally upon hardware acceptance), the Group recognises revenue on a net basis.

Gross versus Net Revenue Recognition

The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Group is acting as a principal or an agent in the transaction. Where the Group provides a significant hardware integration service and is responsible for the overall management of the contract, the Group is the principal in the transaction and recognises revenue at the gross amount of consideration it is entitled to receive from the buyer. Where the Group acts as an agent, does not have control over the relevant hardware and does not bear inventory risk, the Group presents its revenue on a net basis.

Where the Group does not bear primary responsibility in a transaction, generally bears no inventory risk, and does not have the ability to determine the price, the Group reports on a net basis the amounts received from buyers and paid to suppliers for such transactions.

(b)

Provision of Support or Warranty Extension Services

Revenue from the provision of warranty extension services is recognised in the accounting period in which the services are provided.

– I-32 –

Appendix I

Accountants' Report

Rental Income from Intelligent Computing Clusters

(c)

The Group leases out computing clusters for one year. Rental income from intelligent computing clusters is recognised on a straight-line basis over the lease term, and the relevant leased assets are included in the consolidated statement of financial position according to their nature.

7 Expenses by Nature

Expenses included in cost of sales, selling and marketing expenses, general and administrative expenses, research and development expenses, certain asset impairment losses and other expenses are analysed as follows:

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Employee benefit expenses (Note 8) | 769,042 | 779,815 | 722,849 | 409,635 | 396,640 | | Inventories used and consumables | 37,370 | 33,536 | 148,676 | 16,790 | 46,734 | | Depreciation and amortisation | 176,485 | 200,152 | 118,869 | 60,982 | 64,524 | | Design and development expenses | 112,633 | 28,617 | 117,139 | 5,537 | 146,618 | | Office and travel expenses | 47,716 | 71,024 | 74,789 | 39,432 | 35,548 | | Professional service fees | 14,778 | 13,795 | 35,133 | 11,150 | 14,844 | | Short-term lease expenses | 3,541 | 4,172 | 12,133 | 4,013 | 21,347 | | Intellectual property licence fees | 73,856 | 8,179 | 4,726 | 1,592 | 1,712 | | Marketing and promotional expenses | 5,475 | 702 | 2,420 | 921 | 1,503 | | Listing expenses | – | 8,927 | 13,905 | 8,810 | 10,784 | | Auditors' remuneration for audit services | 743 | 821 | 460 | 17 | 428 | | Impairment losses on certain assets (i) | – | 108,692 | – | – | – | | General provision for inventories (ii) | – | 19 | 2,485 | –* | 944 | | Others | 35,173 | 26,700 | 29,042 | 9,303 | 26,508 | | | 1,276,812 | 1,285,151 | 1,282,626 | 568,182 | 768,134 |

Accountants' Report

The remuneration of the 3, 3, 4, 5 and 4 individuals fell within the following bands:

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | | | | (Unaudited) | | | Remuneration bands: | | | | | | | HK$2,000,001 to HK$3,000,000 | – | – | – | – | 3 | | HK$3,000,001 to HK$4,000,000 | – | – | – | 3 | – | | HK$4,000,001 to HK$5,000,000 | – | – | – | 1 | – | | HK$5,000,001 to HK$6,000,000 | – | – | 1 | – | 1 | | HK$6,000,001 to HK$7,000,000 | 1 | – | 1 | – | – | | HK$7,000,001 to HK$8,000,000 | – | – | 1 | – | – | | HK$8,000,001 to HK$9,000,000 | – | 1 | – | – | – | | HK$10,000,001 to HK$11,000,000 | – | 1 | – | – | – | | HK$14,000,001 to HK$15,000,000 | 1 | – | – | – | – | | HK$15,000,001 to HK$16,000,000 | – | – | – | 1 | – | | HK$16,000,001 to HK$17,000,000 | – | – | 1 | – | – | | HK$19,000,001 to HK$20,000,000 | – | 1 | – | – | – | | HK$30,000,001 to HK$40,000,000 | 1 | – | – | – | – | | | 3 | 3 | 4 | 5 | 4 |

9 Other Income

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Government grants | | | | | | | — Fiscal subsidies (i) | 57,055 | 70,105 | 58,151 | 17,668 | 100,312 | | — Individual income tax refunds | 624 | 1,285 | 1,362 | 1,362 | 1,350 | | Interest income on bank deposits | 17,097 | 27,915 | 36,301 | 17,266 | 7,366 | | Rental income (ii) | 1,983 | 3,757 | 4,149 | 2,068 | 1,896 | | Others | 28 | – | 7 | – | 2,424 | | | 76,787 | 103,062 | 99,970 | 38,364 | 113,348 |

– I-36 –

Appendix I

(i)

Accountants' Report

Government grants received for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025 primarily comprised fiscal subsidies received from various local government authorities in Mainland China. Certain government grants are asset-related and are amortised over the useful lives of the relevant assets. There are no unfulfilled conditions or contingencies relating to such income.

(ii)

10

Details of rental income generated from investment properties are set out in Note 19.

Other Net Gains/(Losses)

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 |

2024

RMB'000

2024

2025

RMB'000

(Unaudited) Fair value gains/(losses) on long-term equity investments measured at fair value through profit or loss (Note 26(a))

11,988

633

788

745 (3,384)

39,045

24,769

18,450

12,684

2,479

Fair value gains on short-term investments measured at fair value through profit or loss (Note 26(b)) Fair value gains on convertible bonds (Note 35)

–

364 Gains/(losses) on disposal of property, plant and equipment

31 (3,527)

229

148

120 Gains on disposal of right-of-use assets

–

595

218 –

Impairment losses on intangible assets (Note 18)

–

(40,301)

–

Donations(i)

(1,690)

(410)

(2,277)

–

Net foreign exchange gains/(losses)

16,864

(3,658)

(4,853)

(1,965)

3,695

(339)

(2,410)

(2,021)

(1,867)

(158)

65,899

(24,309)

10,534

9,963

3,116

Others

(i)

Donations refer to contributions made to certain universities in mainland China during the three years ended 31 December 2022, 2023 and 2024, and the six months ended 30 June 2024 and 2025.

– I-37 –

Appendix I 11

Accountants' Report

Net Finance Costs For the year ended 31 December

For the six months ended 30 June

2022

2023

2024

2025

RMB'000

(Unaudited) Finance income Interest income on cash and cash equivalents

11,382

15,861

8,447

6,241

12,864

Interest income on finance lease receivables

388 1,261

1,648

790

821 11,770

17,122

10,095

7,031

13,685

Changes in carrying value of redemption liabilities (Note 31)

(348,030)

(603,567)

(674,309)

(383,077)

(1,010,932)

Interest expenses on investment intention fees (Note 34)

–

(9,245)

(36,645)

(31,466)

(7,888)

Interest expenses on borrowings

–

(1,880)

(4,099)

(2,925)

(2,182)

(1,014)

(1,207)

(352,129)

(615,737)

(713,136)

(415,557)

(1,021,907)

(340,359)

(598,615)

(703,041)

(408,526)

(1,008,222)

Finance costs

Interest paid/payable and finance charges on lease liabilities and long-term payables

Net finance costs

12 Principal Subsidiaries

(a)

Principal subsidiaries of the Group

Share Capital

▶

During the Track Record Period, the principal subsidiaries of your Company are set out below. Unless otherwise stated, their share capital consists of ordinary shares only, and the percentage of equity interest held is equal to the voting rights held by your Group directly. The country/region of incorporation or registration is also their principal place of business.

Effective interest held by percentage

| Entity Name | At June 30, 2025 | At December 31, 2024 | At December 31, 2023 | At December 31, 2022 | As of Report Date | Date of Incorporation/Registration | |-------------|-----------------|----------------------|----------------------|----------------------|-------------------|------------------------------------| | | 100% | 100% | 100% | 100% | 100% | 2020 |

Share Capital

▶

Registered Capital/ Principal Activities, Place of Operations and Paid-in Capital Legal Entity Type

Notes

Directly held by the Company: Shanghai Biren Information Technology Co., Ltd. (上海壁仞信息科技有限公司)

April 7

RMB 220,000,000 / Sale of hardware and software products and RMB 216,149,636

(a)

provision of related services, China, Limited Liability Company

Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成電路有限公司)

100%

100% 2020 July 3

RMB 500,000,000 / Sale of hardware and software products and RMB 239,300,000

provision of related services, China, Limited Liability Company

– I-38 –

(b)

Appendix I

Accountants' Report Effective Interest Held by Percentage As at As at December 31

June 30

As at Incorporated/ Registered

Entity Name

2022

2023

2024

2025

Report Date Date of Incorporation

Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之礫企業發展有限公司)

100%

100% 2021

100%

100% 2020

Beijing Biren Technology Development Co., Ltd. (北京壁仞科技開發有限公司)

100%

100% 2020

Hangzhou Biren Technology Development Co., Ltd. (杭州壁仞科技開發有限公司)

100%

100% 2021

RidgeStone Technology, Inc.

100%

100% 2019

Guangzhou Biren Intelligent Technology Co., Ltd. (formerly known as (廣州壁仞智能科技有限公司（前稱廣

N/A

100%

100% 2023

(formerly known as Suzhou Xinyan Holdings Co., Ltd. （前稱蘇州新岩控股有限公司）) Guangzhou Biren Semiconductor Technology Co., Ltd. (formerly known as (廣州壁仞半導體科技有限公司（前稱

September 9

Shanghai Biren Integrated Circuit Co., Ltd. 上海壁仞集成電路有限公司）)

June 30 September 23 May 14 December 6

Guangzhou Biren Integrated Circuit Co., Ltd. 州壁仞集成電路有限公司）)

September 26

Share Capital

▶

Registered Capital / Principal Activities, Place of Operation and Paid-up Capital Legal Entity Type

RMB340,000,000 / Investment holding, China, RMB96,000,000

(f)

Limited liability company

RMB60,000,000 / Sales of integrated circuit chips and RMB39,600,000

(f)

products, China, Limited liability company

USD2,000 / Software development, United States, USD2,000

(d)

Limited liability company

RMB50,000,000 / Product development and sales, China, RMB34,100,000

(f)

Limited liability company

RMB100,000,000 / Product development and sales, China, RMB67,000,000

(c)

Limited liability company

RMB60,000,000 / Software development, China, RMB60,000,000

Notes

(f)

Shanghai Biren Semiconductor Technology Co., Ltd. (上海壁仞半導體科技有限公司)

N/A

100%

100% 31 October 2023

Shanghai Aoyan Technology Co., Ltd. (上海遨岩科技有限公司)

N/A

100%

100% 7 November 2023

RMB10,000,000 / Product development and sales, China, RMB20,000

RMB60,000,000 / Product development and sales, China, RMB38,100,000

(f)

Limited liability company

(f)

Limited liability company

Indirectly held by your Company: BRIGHT PEAK PTE. LTD.

100%

100% 2021

ALPINE ATLAS Limited

N/A

100%

100% 2023

20 September 31 May (a)

SGD70,000,000 / Software development, Singapore, SGD1,405,658

(f)

Private limited company

USD1 / USD1 Software development, Hong Kong Special Administrative Region, Private limited company

(e)

The statutory financial statements of Shanghai Biren Information Technology Co., Ltd. (上海壁仞信息科技有限公司) for the years ended 31 December 2022, 2023 and 2024 were audited by Shanghai Lida United Certified Public Accountants.

(b)

The statutory financial statements of Zhuhai Biren Integrated Circuit Co., Ltd. (珠海壁仞集成電路有限公司) for the years ended 31 December 2022, 2023 and 2024 were audited by Shanghai Lida United Certified Public Accountants.

– I-39 –

Appendix I

Accountants' Report

(c)

The statutory financial statements of Shanghai Xinzhili Enterprise Development Co., Ltd. (上海新之礫企業發展有限公司) (formerly known as Suzhou Xinyan Holdings Co., Ltd. (蘇州新岩控股有限公司)) for the years ended 31 December 2022, 2023 and 2024 were audited by Shanghai Lida United Certified Public Accountants.

(d)

The statutory financial statements of Beijing Biren Technology Development Co., Ltd. (北京壁仞科技開發有限公司) for the years ended 31 December 2022, 2023 and 2024 were audited by Shanghai Lida United Certified Public Accountants.

(e)

The statutory financial statements of ALPINE ATLAS Limited for the years ended 31 December 2023 and 2024 were audited by Yuejun Certified Public Accountants Co., Ltd. (越峻會計師事務所有限公司).

(f)

As these companies are not required to issue audited financial statements pursuant to the statutory requirements of their respective places of incorporation, no audited financial statements have been issued for them.

(b)

Investment in subsidiaries — Your Company At 31 December 2022

2023

2024

At 30 June 2025

RMB'000

688,574

805,790

1,011,748

1,095,590

–

(264,607)

(266,968)

(268,410)

688,574

541,183

744,780

827,180

Investment in subsidiaries Less: Provision for impairment of investment in subsidiaries

13 Income Tax Expense / (Credit) For the year ended 31 December

For the six months ended 30 June

2022

2023

2024

2025

RMB'000

(Unaudited) Current income tax

–

Deferred income tax (Note 21)

125 (103)

(89)

–

Income tax expense / (credit)

125 (103)

(89)

–

– I-40 –

Appendix I

Accountants' Report

The difference between the tax on the Group's loss before income tax and the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities is as follows: For the year ended 31 December

For the six months ended 30 June

2022

2023

2024

2025

RMB'000

(Unaudited) Loss before income tax

(1,474,187)

(1,744,058)

(1,538,189)

(888,427)

(1,600,526)

(372,594)

(435,280)

(374,835)

(215,982)

(395,387)

Tax calculated at statutory income tax rates applicable to the principal countries / places of operation(a), (b), (c) Tax effect of: Preferential income tax rates applicable to subsidiaries(d)

22,109

16,171

15,833

14,953

9,643

Super-deduction of research and development expenses(e)

(162,504)

(174,206)

(157,598)

(68,523)

(119,946)

Non-deductible expenses(f)

133,420

174,296

192,070

110,852

258,447

Tax losses for which no deferred income tax asset was recognised(g)

359,728

387,171

312,720

127,178

254,781

Other temporary differences for which no deferred income tax asset was recognised

19,966

31,745

11,721

31,433

(7,538)

125 (103)

(89)

–

Income tax expense / (credit)

(a)

Mainland China Enterprise Income Tax ("EIT") The income tax provision of the Group in respect of its Mainland China operations is calculated at a rate of 25% on the estimated assessable profits for the reported years/periods in accordance with the relevant prevailing legislation, interpretations and practices.

(b)

Singapore Income Tax Entities incorporated in Singapore are subject to Singapore income tax at a rate of 17% on taxable income earned in Singapore. As the Group had no estimated taxable profits subject to Singapore income tax during the Track Record Period, no provision for Singapore income tax has been made.

(c)

Hong Kong Special Administrative Region Income Tax During the reported years/periods, entities incorporated in the Hong Kong Special Administrative Region are subject to Hong Kong SAR profits tax at a rate of 8.25% on assessable profits not exceeding HKD2 million, and at a rate of 16.5% on any portion of assessable profits exceeding HKD2 million.

– I-41 –

Appendix I

(d)

Accountants' Report

Preferential Income Tax Rates

In 2024, certain subsidiaries located in Mainland China qualified as "small and micro-profit enterprises." Due to their tax loss position in 2024, these subsidiaries did not actually benefit from the preferential enterprise income tax rate of 20%, while Beijing Biren Technology Development Co., Ltd. (北京壁仞科技開發有限公司), a subsidiary of the Group, qualified as a high and new technology enterprise and is entitled to a preferential income tax rate of 15% from 2024 to 2026.

(e)

Super-deduction of Research and Development Expenses

The State Taxation Administration of the People's Republic of China announced in September 2018 that, from 1 January 2018 to 31 December 2020, enterprises engaged in research and development activities would be entitled to claim 175% of their research and development expenses as a super-deduction, and in March 2021 announced the extension of this preferential percentage to 31 December 2023. As announced in March 2022 and September 2022, with effect from 1 January 2022, technology-based small and medium-sized enterprises are entitled to claim 200% of their research and development expenditures as a super-deduction, and from 1 October 2022 to 31 December 2022, other enterprises are entitled to claim 200% of their research and development expenditures as a super-deduction. In March 2023, the State Taxation Administration of the People's Republic of China announced that, with effect from 1 January 2023, enterprises are entitled to claim 200% of their research and development expenditures as a super-deduction.

In determining the taxable profits of the Group's entities during the Track Record Period, the Group has made its best estimates of the super-deductions that will be claimed.

(f)

Non-deductible Expenses

Non-deductible expenses primarily refer to interest expenses on redemption liabilities that are non-deductible under the relevant laws and regulations promulgated by the State Taxation Administration of China, business entertainment expenses exceeding certain caps, and share-based compensation expenses arising from the Group's subsidiaries.

(g)

Tax Losses for Which No Deferred Income Tax Asset Was Recognised Deferred income tax assets are recognised for deductible temporary differences and tax losses only if it is probable that the related tax benefits can be realised through future taxable profits.

As at 31 December 2022, 2023 and 2024 and 30 June 2025, the Group did not recognise deferred income tax assets in respect of losses amounting to RMB2,906,405,000, RMB4,546,712,000, RMB5,896,844,000 and RMB6,828,639,000 respectively. Tax losses of your Company and its Mainland China subsidiaries that have been incurred but not recognised as deferred tax assets will expire between 2025 and 2035. Tax losses of the Group's subsidiaries incorporated in the Hong Kong Special Administrative Region, the United States and Singapore will be carried forward indefinitely. Deductible losses for which no deferred income tax asset has been recognised will expire as follows:

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | 2024 | 847 | 847 | – | – | | 2025 | 383,509 | 383,509 | 381,000 | 381,000 | | 2026 | 844,999 | 844,999 | 797,335 | 797,335 | | 2027 | 1,539,053 | 1,539,053 | 1,449,096 | 1,449,096 | | 2028 | – | 1,601,500 | 1,506,015 | 1,506,015 | | 2029 | – | – | 1,202,024 | 1,202,024 | | 2030 | – | – | 2,509 | 861,715 | | 2031 | – | – | 47,664 | 47,664 | | 2032 | – | – | 89,957 | 89,957 | | 2033 | – | – | 95,485 | 95,485 | | 2034 | – | – | 73,675 | 73,675 | | 2035 | – | – | – | 44,079 | | Indefinite | 137,997 | 176,804 | 252,084 | 280,594 | | | 2,906,405 | 4,546,712 | 5,896,844 | 6,828,639 |

– I-42 –

Appendix I

Accountants' Report

14 Loss Per Share

On 8 September 2023, your Company was converted into a joint stock company limited by shares, and based on the equity interests registered under the names of those equity holders on that date

Share Capital

▶

and diluted loss, the weighted average number of ordinary shares issued prior to the conversion into a joint stock limited company has been calculated on the assumption that the share capital had been converted into deemed issued ordinary shares at the same conversion ratio of 1:1 at the time of conversion into a joint stock limited company.

On 25 June 2025, pursuant to a shareholders' resolution, your Company underwent a share subdivision, whereby each share of your Company was subdivided on a 1:50 basis. As a result of the share subdivision, the par value of your Company's shares changed from RMB1.0 per share to RMB0.02 per share. For the purpose of calculating the basic and diluted loss per share, the weighted average number of ordinary shares prior to the share subdivision has been further adjusted for the proportional change in the number of ordinary shares, as if the share subdivision had occurred at the beginning of the Track Record Period.

(a) Basic loss per share

The basic loss per share for the Track Record Period has been calculated by dividing the loss attributable to owners of your Company by the weighted average number of ordinary shares, taking into account the effects of the conversion of your Company into a joint stock limited company and the subsequent share subdivision as described above.

Prior to the termination of the preferential rights as described in Note 31, the redemption liabilities were treated as treasury shares, and such treasury shares were included in the calculation of the weighted average number of issued ordinary shares.

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 (Unaudited) | 2025 | | Loss attributable to owners of your Company (RMB'000) | (1,474,312) | (1,743,955) | (1,538,100) | (888,338) | (1,600,526) | | Weighted average number of ordinary shares in issue ('000 shares) | 1,629,809 | 1,643,793 | 1,645,819 | 1,645,819 | 1,716,845 | | Basic and diluted loss per share attributable to owners of your Company (RMB per share) | (0.90) | (1.06) | (0.93) | (0.54) | (0.93) |

As at 31 December 2022, 2023 and 2024 and 30 June 2025, your Group and your Company were in the process of obtaining the relevant building ownership certificates, details of which are as follows:

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Office buildings | 62,003 | 93,309 | 93,309 | 93,309 |

Your Group and your Company obtained the relevant building ownership certificates in March 2023 in respect of the office buildings with a value of RMB62,003,000 as at 31 December 2022.

Your Group and your Company obtained the relevant building ownership certificates in July 2025 in respect of the office buildings with a value of RMB93,309,000.

(b) As at 31 December 2022, 2023 and 2024 and 30 June 2025, your Group and your Company had no property, plant and equipment pledged as collateral. No interest was capitalised for each of the three years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and 2025.

(c) Impairment testing of property, plant and equipment, right-of-use assets and intangible assets:

In accordance with IAS 36 "Impairment of Assets", non-financial assets are tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment review, the recoverable amount of each cash-generating unit is determined based on the higher of fair value less costs of disposal ("FVLCD") and value in use ("VIU"). In view of your Group's continued losses during the Track Record Period, this constitutes an indicator of impairment in the impairment tests performed by your Company's management, with the assistance of an independent valuer, on non-financial assets (including investment properties, property, plant and equipment, right-of-use assets and intangible assets) as at 31 December 2022, 2023 and 2024 and 30 June 2025.

(i) Impairment provision for certain property, plant and equipment and intangible assets due to sanctions

In October 2023, due to sanctions, certain assets (including intangible assets and property, plant and equipment acquired prior to the effective date of the sanctions) became subject to export control restrictions under the Export Administration Regulations. Management estimated that your Company would not be able to successfully obtain export licences for the relevant assets, and accordingly recognised a full impairment loss on the relevant assets for the year ended 31 December 2023.

(ii) Impairment provision for certain intangible assets due to changes in your Group's business strategy

As at 31 December 2023, your Company identified an indicator of impairment in respect of an intellectual property ("IP") licence, which was no longer expected to be used due to changes in your Group's business strategy. Your Company negotiated with the licensor in 2023 regarding the licence fee and determined the residual value based on the refundable licence fee agreed under the amended licence agreement, and accordingly recognised an impairment provision of RMB40,301,000.

(iii) Impairment testing of remaining long-term assets

As at 31 December 2022, 2023 and 2024 and 30 June 2025, each investment property was identified as a separate cash-generating unit ("CGU 1"), as your Company leases out investment properties to earn rental income. As the fair value less costs of disposal of each investment property determined based on market prices exceeded its carrying amount, no impairment provision was recognised for investment properties.

– I-46 –

Appendix I Accountants' Report

As at 31 December 2022, 2023 and 2024 and 30 June 2025, each item of leased public rental housing within property, plant and equipment was identified as a separate cash-generating unit ("CGU 2"), as your Company leases out such public rental housing to eligible employees under finance lease arrangements to earn rental income. As the fair value less costs of disposal of the public rental housing determined based on market prices exceeded its carrying amount, no impairment provision was recognised for the public rental housing.

As the production of your Company's products is outsourced to third parties, the remaining assets, apart from the non-financial assets described above, primarily consist of software, office equipment and office buildings related to your Company's research and development activities. Management has identified the remaining non-financial assets as a single cash-generating unit ("CGU 3"), as your Group operates as a whole in a single business focused on the sale of GPGPUs, the sale of GPGPU-embedded software and related services, and GPGPU-related research and development activities.

As at 31 December 2022, 2023 and 2024 and 30 June 2025, the recoverable amount of CGU 3 was determined based on the value in use calculation. The value in use calculation uses cash flow projections based on business plans for the purpose of the impairment review, covering an eight-year period. Management considers the length of the forecast period to be appropriate, as GPGPU companies typically require a longer period of time to reach a stable growth state compared to companies in other industries, particularly given that China's emerging GPGPU industry is expected to grow rapidly over the coming years, and your Group is still at an early stage of rapid growth. Your Group has established appropriate budgeting, forecasting and control processes to reasonably ensure the accuracy and reliability of the relevant information.

Based on the results of the above assessments performed by management and independent external valuers, there was no impairment loss on CGU 3 as at 31 December 2022, 2023 and 2024 and 30 June 2025. The headroom of CGU 3 was approximately 2.0 times, 3.1 times, 7.9 times and 10.3 times its carrying amount, respectively.

The key assumptions used in calculating the value in use and the recoverable amount of CGU 3 are as follows:

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | Pre-tax discount rate | 17.00% | | | | | Recoverable amount (RMB'000) | | | | |

(d)

會計師報告

Accountant's Report

---

16.00%

15.20%

15.11%

1,050,005

952,393

2,933,184

4,132,576

During the Track Record Period, the amounts of depreciation charges deducted in research and development expenses, general and administrative expenses, selling and marketing expenses, and cost of sales are as follows:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | **Depreciation of property, plant and equipment** | | | | | | | – Research and development expenses | 64,691 | 76,932 | 56,501 | 30,018 | 24,109 | | – General and administrative expenses | 23,612 | 25,033 | 27,702 | 15,559 | 14,341 | | – Selling and marketing expenses | 1,626 | 1,815 | 1,288 | 613 | 765 | | – Cost of sales | – | 490 | 589 | 294 | 484 | | | 89,929 | 104,270 | 86,080 | 46,484 | 39,699 |

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Appendix I

Accountant's Report

| | Office and | | Transport equipment and | | | | | |---|---|---|---|---|---|---|---|---| | | Leased office buildings | Public rental housing | Leasehold improvements | electronic equipment | vehicles | Tools | Construction in progress | Total | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Year ended 31 December 2022** | | | | | | | | | | At 1 January 2022 | 77,625 | – | 57,243 | 83,680 | 813 | – | 1,564 | 220,925 | | Additions | 2,410 | 102,004 | 10,296 | 54,210 | 142 | 1,689 | 6,607 | 177,358 | | Internal transfers | – | – | 7,825 | 15 | – | – | (7,840) | – | | Transferred out under finance lease arrangements (Note 25) | – | (39,919) | – | – | – | – | – | (39,919) | | Depreciation charge | (2,680) | (427) | (25,281) | (42,872) | (237) | (132) | – | (71,629) | | Closing net book value | 77,355 | 61,658 | 50,083 | 95,033 | 718 | 1,557 | 331 | 286,735 | | **At 31 December 2022** | | | | | | | | | | Cost | 81,351 | 62,053 | 82,778 | 163,106 | 1,009 | 1,689 | 331 | 392,317 | | Accumulated depreciation | (3,996) | (395) | (32,695) | (68,073) | (291) | (132) | – | (105,582) | | Net book value | 77,355 | 61,658 | 50,083 | 95,033 | 718 | 1,557 | 331 | 286,735 | | **Year ended 31 December 2023** | | | | | | | | | | At 1 January 2023 | 77,355 | 61,658 | 50,083 | 95,033 | 718 | 1,557 | 331 | 286,735 | | Additions | 93,309 | – | 6,812 | 23,778 | 1,390 | 2,499 | 1,637 | 129,425 | | Internal transfers | – | – | 1,306 | 644 | – | – | (1,950) | – | | Transferred out under finance lease arrangements (Note 25) | – | (23,341) | – | – | – | – | – | (23,341) | | Impairment loss recognised (Note 7(i)) | – | – | – | (10,674) | – | – | – | (10,674) | | Disposals | – | – | – | (3) | (399) | (912) | – | (1,314) | | Depreciation charge | (2,713) | (763) | (31,819) | (51,927) | (358) | (874) | – | (88,454) | | Closing net book value | 167,951 | 37,554 | 26,382 | 56,851 | 1,351 | 2,270 | 18 | 292,377 | | **At 31 December 2023** | | | | | | | | | | Cost | 174,660 | 38,392 | 90,896 | 130,614 | 1,714 | 3,230 | 18 | 439,524 | | Accumulated depreciation | (6,709) | (838) | (64,514) | (73,763) | (363) | (960) | – | (147,147) | | Net book value | 167,951 | 37,554 | 26,382 | 56,851 | 1,351 | 2,270 | 18 | 292,377 |

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Appendix I

Accountant's Report

| | Leased office buildings | Public rental housing | Office and leasehold improvements | electronic equipment | Transport equipment and vehicles | Tools | Construction in progress | Total | |---|---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Year ended 31 December 2024** | | | | | | | | | | At 1 January 2024 | 167,951 | 37,554 | 26,382 | 56,851 | 1,351 | 2,270 | 18 | 292,377 | | Additions | 51 | 2,798 | 14,628 | 71,978 | 1,169 | 1,149 | 9,036 | 100,809 | | Internal transfers | – | – | 8,324 | 572 | – | – | (8,896) | – | | Transferred to investment properties | (30,543) | – | – | – | – | – | – | (30,543) | | Transferred out under finance lease arrangements (Note 25) | – | (8,166) | – | – | – | – | – | (8,166) | | Depreciation charge | (5,825) | (515) | (28,555) | (39,848) | (501) | (1,176) | – | (76,420) | | Closing net book value | 131,634 | 31,671 | 20,779 | 89,553 | 2,019 | 2,243 | 158 | 278,057 | | **At 31 December 2024** | | | | | | | | | | Cost | 143,115 | 32,795 | 113,228 | 203,784 | 2,883 | 4,379 | 158 | 500,342 | | Accumulated depreciation | (11,481) | (1,124) | (92,449) | (114,231) | (864) | (2,136) | – | (222,285) | | Net book value | 131,634 | 31,671 | 20,779 | 89,553 | 2,019 | 2,243 | 158 | 278,057 | | **Six months ended 30 June 2025** | | | | | | | | | | At 1 January 2025 | 131,634 | 31,671 | 20,779 | 89,553 | 2,019 | 2,243 | 158 | 278,057 | | Additions | – | – | 2,239 | 35,430 | – | 1,851 | – | 39,520 | | Transferred out under finance lease arrangements (Note 25) | – | (2,678) | – | – | – | – | – | (2,678) | | Depreciation charge | (2,387) | (272) | (6,434) | (25,244) | (347) | (796) | – | (35,480) | | Closing net book value | 129,247 | 28,721 | 16,584 | 99,739 | 1,672 | 3,298 | 158 | 279,419 | | **At 30 June 2025** | | | | | | | | | | Cost | 143,115 | 29,997 | 115,467 | 239,214 | 2,883 | 6,230 | 158 | 537,064 | | Accumulated depreciation | (13,868) | (1,276) | (98,883) | (139,475) | (1,211) | (2,932) | – | (257,645) | | Net book value | 129,247 | 28,721 | 16,584 | 99,739 | 1,672 | 3,298 | 158 | 279,419 |

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Appendix I

Accountant's Report

Accounting policies for property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation and impairment losses. 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 the replaced part is derecognised. All other repairs and maintenance costs are charged to the consolidated statement of comprehensive loss during the financial period in which they are incurred.

Depreciation is calculated using the straight-line method to allocate cost less residual values over the estimated useful lives, or (in the case of leasehold improvements) the shorter lease term, as follows:

| | | |---|---| | Office buildings | 30 years | | Public rental housing | 66 years | | Leasehold improvements | Lease term or 3 years (whichever is shorter) | | Office and electronic equipment | 3 to 5 years | | Transport equipment and vehicles | 4 years | | Tools | 3 to 5 years |

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each year/period.

Construction in progress mainly represents leasehold improvements under construction, which are stated at actual construction costs less accumulated impairment losses. Construction in progress is transferred to the appropriate category of property, plant and equipment when the relevant construction work is completed and is depreciated over their respective estimated useful lives.

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount (Note 45.4).

Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are recognised in "Other losses/gains, net" in the consolidated statement of comprehensive loss.

17 Right-of-use assets and lease liabilities

The Group's right-of-use assets include leased office buildings and electronic equipment.

(i) Amounts recognised in the consolidated balance sheet

The consolidated balance sheet shows the following amounts relating to leases:

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Right-of-use assets** | | | | | | Leased office buildings | 41,722 | 20,427 | 42,873 | 48,150 | | Electronic equipment | 1,693 | 423 | – | – | | | 43,415 | 20,850 | 42,873 | 48,150 | | **Lease liabilities** | | | | | | Current | 30,360 | 12,407 | 20,130 | 26,819 | | Non-current | 12,659 | 5,579 | 20,588 | 21,698 | | | 43,019 | 17,986 | 40,718 | 48,517 |

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Appendix I

(ii) Amounts recognised in the consolidated statement of comprehensive loss

Accountant's Report

The consolidated statement of comprehensive loss shows the following amounts relating to leases:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | **Depreciation charge of right-of-use assets** | | | | | | | Leased office buildings | 24,892 | 24,031 | 21,218 | 11,084 | 10,769 | | Electronic equipment | 1,269 | 1,270 | 423 | 423 | – | | | 26,161 | 25,301 | 21,641 | 11,507 | 10,769 | | Interest expense (included in finance costs, net) | 1,982 | 1,311 | 1,185 | 351 | 866 | | Expenses relating to short-term leases | 3,541 | 4,172 | 12,133 | 4,013 | 21,347 |

Total cash outflows for leases (including short-term leases) for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025 were RMB30,747,000, RMB32,657,000, RMB34,250,000, RMB14,651,000 and RMB30,460,000, respectively.

(iii) The Group's leasing activities and how these are accounted for:

The Group leases various office buildings and electronic equipment. The lease contracts are typically fixed for periods of 2 to 3.5 years and do not include extension options. The 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 held by the lessors. The leased assets may not be used as security for borrowing purposes.

(iv) Movements in right-of-use assets in the consolidated balance sheet are as follows:

| | Leased office buildings | Electronic equipment | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | **Year ended 31 December 2022** | | | | | Opening net book value | 53,485 | 2,962 | 56,447 | | Additions | 12,975 | – | 12,975 | | Depreciation charge | (24,892) | (1,269) | (26,161) | | Currency translation differences | 154 | – | 154 | | Closing net book value | 41,722 | 1,693 | 43,415 | | **At 31 December 2022** | | | | | Cost | 82,858 | 3,808 | 86,666 | | Accumulated depreciation | (41,136) | (2,115) | (43,251) | | Net book value | 41,722 | 1,693 | 43,415 |

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Appendix I

Accountant's Report

| | Leased office buildings | Electronic equipment | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | **Year ended 31 December 2023** | | | | | Opening net book value | 41,722 | 1,693 | 43,415 | | Additions | 7,342 | – | 7,342 | | Early terminations | (4,646) | – | (4,646) | | Depreciation charge | (24,031) | (1,270) | (25,301) | | Currency translation differences | 40 | – | 40 | | Closing net book value | 20,427 | 423 | 20,850 | | **At 31 December 2023** | | | | | Cost | 69,554 | 3,808 | 73,362 | | Accumulated depreciation | (49,127) | (3,385) | (52,512) | | Net book value | 20,427 | 423 | 20,850 | | **Year ended 31 December 2024** | | | | | Opening net book value | 20,427 | 423 | 20,850 | | Additions | 46,064 | – | 46,064 | | Early terminations | (2,459) | – | (2,459) | | Depreciation charge | (21,218) | (423) | (21,641) | | Currency translation differences | 59 | – | 59 | | Closing net book value | 42,873 | – | 42,873 | | **At 31 December 2024** | | | | | Cost | 62,998 | – | 62,998 | | Accumulated depreciation | (20,125) | – | (20,125) | | Net book value | 42,873 | – | 42,873 | | **Six months ended 30 June 2025** | | | | | Opening net book value | 42,873 | – | 42,873 | | Additions | 4,075 | – | 4,075 | | Lease modifications | 11,978 | – | 11,978 | | Depreciation charge | (10,769) | – | (10,769) | | Currency translation differences | (7) | – | (7) | | Closing net book value | 48,150 | – | 48,150 | | **At 30 June 2025** | | | | | Cost | 79,032 | – | 79,032 | | Accumulated depreciation | (30,882) | – | (30,882) | | Net book value | 48,150 | – | 48,150 |

– I-52 –

Appendix I

(a)

Accountant's Report

During the Track Record Period, the amounts of depreciation expenses deducted from research and development expenses, general and administrative expenses, and selling and marketing expenses are as follows:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | **Depreciation of right-of-use assets** | | | | | | | – Research and development expenses | 15,217 | 14,536 | 14,077 | 7,032 | 6,922 | | – General and administrative expenses | 10,019 | 9,800 | 7,389 | 4,393 | 3,773 | | – Selling and marketing expenses | 925 | 965 | 175 | 82 | 74 | | | 26,161 | 25,301 | 21,641 | 11,507 | 10,769 |

The Company

The movements in right-of-use assets in the consolidated statement of financial position are as follows:

| | Leased office buildings RMB'000 | Electronic equipment RMB'000 | Total RMB'000 | |---|---|---|---| | **Year ended 31 December 2022** | | | | | Net book value at beginning of year | 16,909 | 2,962 | 19,871 | | Additions | 12,330 | – | 12,330 | | Depreciation charge | (9,330) | (1,269) | (10,599) | | **Net book value at end of year** | **19,909** | **1,693** | **21,602** | | At 31 December 2022 | | | | | Cost | 33,162 | 3,808 | 36,970 | | Accumulated depreciation | (13,253) | (2,115) | (15,368) | | **Net book value** | **19,909** | **1,693** | **21,602** | | **Year ended 31 December 2023** | | | | | Net book value at beginning of year | 19,909 | 1,693 | 21,602 | | Depreciation charge | (11,053) | (1,270) | (12,323) | | **Net book value at end of year** | **8,856** | **423** | **9,279** | | At 31 December 2023 | | | | | Cost | 33,162 | 3,808 | 36,970 | | Accumulated depreciation | (24,306) | (3,385) | (27,691) | | **Net book value** | **8,856** | **423** | **9,279** |

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Appendix I

Accountant's Report

| | Leased office buildings RMB'000 | Electronic equipment RMB'000 | Total RMB'000 | |---|---|---|---| | **Year ended 31 December 2024** | | | | | Net book value at beginning of year | 8,856 | 423 | 9,279 | | Additions | 23,692 | – | 23,692 | | Depreciation charge | (11,574) | (423) | (11,997) | | **Net book value at end of year** | **20,974** | **–** | **20,974** | | At 31 December 2024 | | | | | Cost | 36,022 | – | 36,022 | | Accumulated depreciation | (15,048) | – | (15,048) | | **Net book value** | **20,974** | **–** | **20,974** | | **Six months ended 30 June 2025** | | | | | Net book value at beginning of period | 20,974 | – | 20,974 | | Additions | 3,697 | – | 3,697 | | Lease modification | 14,334 | – | 14,334 | | Depreciation charge | (6,537) | – | (6,537) | | **Net book value at end of period** | **32,468** | **–** | **32,468** | | At 30 June 2025 | | | | | Cost | 54,053 | – | 54,053 | | Accumulated depreciation | (21,585) | – | (21,585) | | **Net book value** | **32,468** | **–** | **32,468** |

Accounting policies for leases

The Group as lessee

The Group assesses at contract inception whether a contract is, or contains, a lease. Leases are recognised as a right-of-use asset and a corresponding liability at the date on which the leased asset is available for use by the Group. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

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:

- Fixed payments (including in-substance fixed payments) less any lease incentives receivable; - Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date; - Amounts expected to be payable by the Group under residual value guarantees; - The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and - Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

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Appendix I

Accountant's Report

Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be 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 the credit risk of leases held by the Group (when the lessee has no recent third-party financing); and - Makes adjustments specific to the lease, such as term, country, currency and security.

Lease payments are allocated between 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.

Right-of-use assets are measured at cost comprising the following:

- The amount of the initial measurement of the lease liability; - Any lease payments made at or before the commencement date less any lease incentives received; - Any initial direct costs; and - Restoration costs.

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 and leases of all low-value assets 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.

18 Intangible Assets

The Group

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Appendix I

Accountant's Report

| | IP licences RMB'000 | Electronic Design Automation ("EDA") tools RMB'000 | Purchased computer software RMB'000 | Total RMB'000 | |---|---|---|---|---| | **Year ended 31 December 2023** | | | | | | Net book value at beginning of year | 103,658 | 88,233 | 5,627 | 197,518 | | Additions | – | 4,890 | 7,861 | 12,751 | | Amortisation charge | (15,550) | (51,898) | (952) | (68,400) | | Special loss (Note 7(i)) | – | (36,031) | – | (36,031) | | Impairment (i) | (40,301) | – | – | (40,301) | | **Net book value at end of year** | **47,807** | **5,194** | **12,536** | **65,537** | | At 31 December 2023 | | | | | | Cost | 124,390 | 84,241 | 13,586 | 222,217 | | Accumulated amortisation | (36,282) | (79,047) | (1,050) | (116,379) | | Accumulated impairment | (40,301) | – | – | (40,301) | | **Net book value** | **47,807** | **5,194** | **12,536** | **65,537** | | **Year ended 31 December 2024** | | | | | | Net book value at beginning of year | 47,807 | 5,194 | 12,536 | 65,537 | | Additions | – | 25,848 | 1,783 | 27,631 | | Amortisation charge | – | (7,420) | (1,348) | (8,768) | | **Net book value at end of year** | **47,807** | **23,622** | **12,971** | **84,400** | | At 31 December 2024 | | | | | | Cost | 124,390 | 110,089 | 15,369 | 249,848 | | Accumulated amortisation | (36,282) | (86,467) | (2,398) | (125,147) | | Accumulated impairment | (40,301) | – | – | (40,301) | | **Net book value** | **47,807** | **23,622** | **12,971** | **84,400** | | **Six months ended 30 June 2025** | | | | | | Net book value at beginning of period | 47,807 | 23,622 | 12,971 | 84,400 | | Additions | – | 9,042 | 26,672 | 35,714 | | Amortisation charge | – | (11,379) | (1,486) | (12,865) | | **Net book value at end of period** | **47,807** | **21,285** | **38,157** | **107,249** | | At 30 June 2025 | | | | | | Cost | 124,390 | 119,131 | 42,041 | 285,562 | | Accumulated amortisation | (36,282) | (97,846) | (3,884) | (138,012) | | Accumulated impairment | (40,301) | – | – | (40,301) | | **Net book value** | **47,807** | **21,285** | **38,157** | **107,249** |

(i) In 2023, an impairment provision of RMB40,301,000 was made against the residual value of IP licences, as they were not expected to be utilised due to a change in the Group's business strategy. For the three years ended 31 December 2022, 2023 and 2024, and the six months ended 30 June 2024 and 2025, no additional impairment losses were required to be recognised on intangible assets other than the impairment loss provision made against IP licences.

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Appendix I

Accountant's Report

During the Track Record Period, the amounts of amortisation expenses deducted from research and development expenses, general and administrative expenses, and selling and marketing expenses are as follows:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | **Amortisation of intangible assets** | | | | | | | – Research and development expenses | 59,156 | 67,757 | 7,823 | 1,457 | 11,995 | | – General and administrative expenses | 56 | 620 | 923 | 333 | 859 | | – Selling and marketing expenses | 13 | 23 | 22 | 11 | 11 | | | 59,225 | 68,400 | 8,768 | 1,801 | 12,865 |

The Company

| | EDA tools RMB'000 | Purchased computer software RMB'000 | Total RMB'000 | |---|---|---|---| | **Year ended 31 December 2022** | | | | | Net book value at beginning of year | 73,091 | 99 | 73,190 | | Additions | 58,721 | 5,625 | 64,346 | | Amortisation charge | (43,579) | (97) | (43,676) | | **Net book value at end of year** | **88,233** | **5,627** | **93,860** | | At 31 December 2022 | | | | | Cost | 164,066 | 5,725 | 169,791 | | Accumulated amortisation | (75,833) | (98) | (75,931) | | **Net book value** | **88,233** | **5,627** | **93,860** | | **Year ended 31 December 2023** | | | | | Net book value at beginning of year | 88,233 | 5,627 | 93,860 | | Additions | 4,890 | 7,861 | 12,751 | | Amortisation charge | (51,898) | (952) | (52,850) | | Special loss (Note 7(i)) | (36,031) | – | (36,031) | | **Net book value at end of year** | **5,194** | **12,536** | **17,730** | | At 31 December 2023 | | | | | Cost | 84,241 | 13,586 | 97,827 | | Accumulated amortisation | (79,047) | (1,050) | (80,097) | | **Net book value** | **5,194** | **12,536** | **17,730** |

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Appendix I

Accountant's Report

| | EDA tools RMB'000 | Purchased computer software RMB'000 | Total RMB'000 | |---|---|---|---| | **Year ended 31 December 2024** | | | | | Net book value at beginning of year | 5,194 | 12,536 | 17,730 | | Additions | 25,848 | 1,783 | 27,631 | | Amortisation charge | (7,420) | (1,348) | (8,768) | | **Net book value at end of year** | **23,622** | **12,971** | **36,593** | | At 31 December 2024 | | | | | Cost | 110,089 | 15,369 | 125,458 | | Accumulated amortisation | (86,467) | (2,398) | (88,865) | | **Net book value** | **23,622** | **12,971** | **36,593** | | **Six months ended 30 June 2025** | | | | | Net book value at beginning of period | 23,622 | 12,971 | 36,593 | | Additions | 9,042 | 26,672 | 35,714 | | Amortisation charge | (11,379) | (1,486) | (12,865) | | **Net book value at end of period** | **21,285** | **38,157** | **59,442** | | At 30 June 2025 | | | | | Cost | 119,131 | 42,041 | 161,172 | | Accumulated amortisation | (97,846) | (3,884) | (101,730) | | **Net book value** | **21,285** | **38,157** | **59,442** |

Accounting policies for intangible assets

(a) Research and development expenditure

Research expenditure is recognised as an expense as incurred. Development costs are capitalised only when all of the following conditions are met:

- It is technically feasible to complete the research and development project for use; - 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 are available to complete the development and to use or sell the research and development project; and - The expenditure attributable to the research and development project during its development can be reliably measured.

Other development expenditure that does not meet these criteria is recognised as an expense as incurred.

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Appendix I

(b) IP licences

Separately acquired IP licences are shown at historical cost and are amortised using the straight-line method over their estimated finite useful life of 8 years, and thereafter carried at cost less accumulated amortisation, residual value and impairment losses.

(c) EDA tools

Separately acquired EDA tool licences are shown at historical cost and are amortised using the straight-line method over their estimated finite useful lives of 1 to 10 years, and thereafter carried at cost less accumulated amortisation and impairment losses.

(d) Purchased computer software

Purchased computer software licences are capitalised on the basis of the costs incurred to acquire the specific software. These costs are amortised over their estimated useful lives of 1 to 10 years.

(e) Useful lives

In determining the useful lives, the directors have taken into account (i) the estimated period over which economic benefits are expected to be generated for the Group; and (ii) the estimated useful lives of comparable companies in the market.

The Group amortises intangible assets with a finite useful life (taking into account residual value, if any) using the straight-line method over the following periods:

| | | |---|---| | IP licences | 8 years | | EDA tools | 1 to 10 years | | Purchased computer software | 1 to 10 years |

The residual values (if any) and useful lives of intangible assets are reviewed, and adjusted if appropriate, at the end of each year/period.

19 Investment Properties

The Group

| | Office buildings RMB'000 | |---|---| | **Year ended 31 December 2022** | | | Net book value at beginning of year | | | Transfer from property, plant and equipment (Note 16) | | | Depreciation charge | |

2,283 44,604 (1,170)

Net book value at end of period

45,717

As at 31 December 2022 Cost Accumulated depreciation

47,539 (1,822)

Net book value

45,717

– I-59 –

Appendix I

Accountants' Report Office Buildings

RMB'000 For the year ended 31 December 2023 Net book value at beginning of year Transfer from property, plant and equipment (Note 16) Depreciation charge

45,717 22,717 (2,181)

Net book value at end of year

66,253

As at 31 December 2023 Cost Accumulated depreciation

70,256 (4,003)

Net book value

66,253

For the year ended 31 December 2024 Net book value at beginning of year Depreciation charge

66,253 (2,380)

Net book value at end of year

63,873

As at 31 December 2024 Cost Accumulated depreciation

70,256 (6,383)

Net book value

63,873

For the six months ended 30 June 2025 Net book value at beginning of period Depreciation charge

63,873 (1,191)

Net book value at end of period

62,682

As at 30 June 2025 Cost Accumulated depreciation

70,256 (7,574)

Net book value

62,682

Since 2021, the Group has leased office buildings to third parties. For each of the three years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and 30 June 2025, rental income amounted to RMB1,983,000, RMB3,757,000, RMB4,149,000, RMB2,068,000 and RMB1,896,000, respectively, which has been included in "other income" (Note 9). During the Track Record Period, depreciation on investment properties has been charged to other expenses in the consolidated statement of comprehensive loss.

– I-60 –

Appendix I

Accountants' Report

As at 31 December 2022, 31 December 2023, 31 December 2024 and 30 June 2025, the fair values of the Group's investment properties amounted to RMB79,050,000, RMB71,320,000, RMB64,220,000 and RMB63,070,000, respectively. The fair values were determined based on valuations performed by the Group's valuers. The fair values were determined using the income approach (term and reversion method), which the directors of the Group consider to be the best estimate of the fair values of the investment properties. In estimating the fair values of the properties, the highest and best use of the properties is their current use. The Company In 2024 and 2025, the Company leased an office building to a subsidiary, and such office buildings are accounted for as investment properties and property, plant and equipment in the Company's statement of financial position and the consolidated statement of financial position, respectively.

Accounting Policy for Investment Properties Investment properties are properties held for long-term rental yields and are not occupied by the Group. Investment properties are initially measured at cost, including related transaction costs and, where applicable, borrowing costs. After initial recognition, investment properties are carried at cost less accumulated depreciation and any impairment losses. Investment properties are depreciated on a straight-line basis over their estimated useful lives, after taking into account their residual values, as follows: Office buildings 30 years

The residual values and useful lives of assets are reviewed at the end of each year/period and adjusted where appropriate.

20

Investments Accounted for Using the Equity Method The Group The amounts recognised in the consolidated statement of financial position for investments accounted for using the equity method are as follows:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Associates | – | – | – | 15,000 |

During the Track Record Period, the movements in investments in associates are as follows:

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | RMB'000 | | At beginning of year/period | – | – | – | – | – | | Addition (a) | – | – | – | – | 15,000 | | At end of year/period | – | – | – | – | 15,000 |

– I-61 –

Appendix I

Accountants' Report

(a) In March 2025, Guangzhou Biren Integrated Circuit Co., Ltd. (广州壁仞集成电路有限公司), a subsidiary of the Group, invested RMB15,000,000 in cash to acquire a 40% equity interest in Guangzhou Yuesheng Technology Development Co., Ltd. ("Yuesheng" (岳昇)). As the Group holds voting rights in Yuesheng with significant influence, the Group treats it as an associate and accounts for it using the equity method.

The associate is a private company and its shares are not publicly traded. There are no contingent liabilities relating to the Group's interests in associates.

21

Accounting Policy for Current and Deferred Income Tax The income tax expense or credit for the period represents 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 tax assets and liabilities attributable to temporary differences and unused tax losses.

(a) Current Income Tax

Current income tax charges are 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 operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are 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 using either the most likely amount or the expected value, depending on which method better predicts the resolution of the uncertainty.

(b) Deferred Income Tax

Inside Basis Differences Deferred income tax is recognised using the liability method, on temporary differences arising from the difference between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is 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, and does not give rise to equal taxable and deductible temporary differences. 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 realised or the deferred income tax liability is settled.

– I-65 –

Appendix I

Accountants' Report

Deferred tax assets are recognised only to the extent that it is probable that future taxable amounts will be available against which the temporary differences and losses can be utilised.

Outside Basis Differences Deferred tax liabilities are recognised for taxable temporary differences arising from investments in subsidiaries, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Generally, the Group is unable to control the reversal of temporary differences for associates. Only where there is an agreement in place that gives the Group the ability to control the reversal of the temporary difference in the foreseeable future, the deferred tax liability in relation to taxable temporary differences arising from the associate's undistributed profits is not recognised. Deferred tax assets are recognised for deductible temporary differences arising from investments in subsidiaries, associates and joint ventures only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised. Current and deferred tax is recognised in the consolidated statement of comprehensive 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) Offset

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against current tax liabilities and where the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

22 Inventories The Group

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Raw materials | 22,702 | 21,070 | 68,861 | 328,594 | | Work in progress | 14,191 | 109,378 | 39,696 | 237,697 | | Finished goods | 2,357 | 43,039 | 46,826 | 36,903 | | | 39,250 | 173,487 | 155,383 | 603,194 | | Less: Provision for impairment of inventories | – | (3) | (2,477) | (3,421) | | | 39,250 | 173,484 | 152,906 | 599,773 |

– I-66 –

Appendix I

Accountants' Report

For the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, inventories recognised as cost of sales were nil, RMB13,325,000, RMB140,126,000, RMB9,554,000 and RMB36,748,000 respectively, and the inventory write-down provisions deducted from cost of sales and specific losses on certain assets are as follows:

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | General inventory provision deducted from cost of sales (Note 7(ii)) | * | 19 | 2,485 | –* | 944 | | Specific loss on inventories (Note 7(i)) | – | 15,819 | – | – | – | | | – | 15,838 | 2,485 | – | 944 |

\* Denotes amounts less than RMB1,000.

The Company

| | As at 31 December | | | As at 30 June | | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Raw materials | 22,702 | 21,070 | 68,938 | 328,670 | | Work in progress | 14,191 | 109,378 | 39,696 | 237,697 | | Finished goods | 2,357 | 43,039 | 46,826 | 36,903 | | | 39,250 | 173,487 | 155,460 | 603,270 | | Less: Provision for inventory write-down | – | (3) | (2,477) | (3,421) | | | 39,250 | 173,484 | 152,983 | 599,849 |

Accounting policy for inventories

Inventories refer to raw materials, work in progress and finished goods. Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods comprises raw materials, other direct costs and related production overheads (based on normal operating capacity). Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and applicable variable selling expenses.

– I-67 –

As at 31 December 2022, 2023 and 2024 and 30 June 2025, except for prepayments, prepaid listing expenses and input VAT to be deducted which are non-financial assets, the fair values of the Group's trade and other receivables approximate their carrying amounts.

– I-70 –

Appendix I

Accountants' Report

The carrying amounts of the Group's trade and other receivables and prepayments (excluding impairment allowances) are denominated in the following currencies:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | RMB | 102,802 | 121,824 | 439,106 | 605,122 | | HKD | – | 585 | 2,101 | 832 | | USD | 168,458 | 49,207 | 8,805 | 7,680 | | | 271,260 | 171,616 | 450,012 | 613,634 |

(i) Trade receivables

Credit terms granted to trade customers are determined on an individual basis, with credit periods generally within 30 to 180 days. The ageing analysis of trade receivables based on the date of revenue recognition is as follows:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Not more than three months | 96 | 5,023 | 85,511 | 26,768 | | Three to six months | – | 48 | 1,998 | 1,436 | | Six months to one year | – | 40,126 | – | 10,362 | | | 96 | 45,197 | 87,509 | 38,566 |

Due to the short-term nature of current receivables, their carrying amounts are considered to approximate their fair values.

The Group does not hold any collateral as security over these debts.

For information on impairment and risk exposure, please refer to Note 3.1(b).

(ii) Prepayments

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Current assets** | | | | | | – Prepayments for inventories and services(a) | 180,227 | 75,422 | 278,665 | 505,175 | | **Non-current assets** | | | | | | – Prepayments for property, plant and equipment | 4,402 | – | 772 | 11,605 | | – Prepayments for intangible assets | – | – | – | 250 | | | 4,402 | – | 772 | 11,855 |

(a) For the year ended 31 December 2023, a specific loss arising from prepayments amounted to RMB45,785,000. For details, please refer to Note 7(i).

– I-71 –

Appendix I

Accountants' Report

The Company

Current assets

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Financial assets:** | | | | | | **Trade receivables** | | | | | | – Amounts receivable from subsidiaries | 1,974 | 3,436 | 7,413 | 8,848 | | – Amounts receivable from third parties | 96 | 45,197 | 87,412 | 38,566 | | Gross trade receivables | 2,070 | 48,633 | 94,825 | 47,414 | | Less: Impairment allowance | (1) | (1,093) | (839) | (444) | | **Net trade receivables** | 2,069 | 47,540 | 93,986 | 46,970 | | **Other receivables** | | | | | | – Amounts receivable from subsidiaries | 54,083 | 150,491 | 265,101 | 254,276 | | – Amounts receivable from server OEMs in respect of contract manufacturing services | – | 150 | 27,798 | 1,426 | | – Refundable rental and tender deposits | 4,313 | 3,994 | 4,208 | 4,702 | | – Amounts receivable in respect of capital injection | 6,773 | – | – | – | | – Others | 109 | 144 | 646 | 2,679 | | Gross other receivables | 65,278 | 154,779 | 297,753 | 263,083 | | Impairment allowance | (102) | (101) | (247) | (171) | | **Net other receivables** | 65,176 | 154,678 | 297,506 | 262,912 | | **Sub-total of financial assets** | 67,245 | 202,218 | 391,492 | 309,882 | | **Non-financial assets:** | | | | | | Prepayments(i) | 179,878 | 73,227 | 252,515 | 503,793 | | Prepaid listing expenses | – | 4,635 | 12,338 | 9,944 | | Input VAT to be deducted | 58,397 | 17,329 | 18,812 | 29,647 | | **Sub-total of non-financial assets** | 238,275 | 95,191 | 283,665 | 543,384 | | **Total trade and other receivables and prepayments** | 305,520 | 297,409 | 675,157 | 853,266 |

– I-72 –

Appendix I (i)

Accountants' Report

Prepayments

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Current assets** | | | | | | – Prepayments for inventories and services | 179,878 | 73,227 | 252,515 | 503,793 | | **Non-current assets** | | | | | | – Prepayments for property, plant and equipment | 4,402 | – | – | 11,605 | | – Prepayments for intangible assets | – | – | – | 250 | | | 4,402 | – | – | 11,855 |

Appendix I

Accountant's Report

Accounting Policy for Trade and Other Receivables

Trade receivables refer to amounts due from customers in respect of products sold or services rendered in the ordinary course of business. Most other receivables comprise deposits, staff advances, and amounts receivable from original equipment manufacturers of servers in respect of contract manufacturing services. If trade and other receivables are expected to be recovered within one year or less (or within the normal operating cycle if longer), they are classified as current assets. Otherwise, they are presented as non-current assets.

Trade and other receivables are initially recognized at the amount of unconditional consideration, except where they contain a significant financing component, in which case they are recognized at fair value. The Group holds trade and other receivables for the purpose of collecting contractual cash flows, and they are subsequently measured at amortized cost using the effective interest rate method. For details

25

regarding the Group's impairment assessment, please refer to Note 3.1(b).

Finance Lease Receivables

| | The Group and the Company | | | | |---|---|---|---|---| | | As at 31 December | | | As at 30 June | | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Finance lease receivables from employees | 43,546 | 69,338 | 75,652 | 78,702 | | Less: Due within one year | – | – | – | – | | Less: Impairment allowance | (5) | (10) | (11) | (11) | | **Non-current finance lease receivables** | **43,541** | **69,328** | **75,641** | **78,691** |

– I-73 –

Appendix I

Accountant's Report

During the Track Record Period, the Group purchased public rental housing in Pujiang Hi-Tech Park, Shanghai Caohejing Development Zone, and from July 2022 onwards, offered certain employees a rent-to-purchase arrangement for certain units of public rental housing with a lease term of 10 years. Under this arrangement, all employees are entitled to purchase the public rental housing upon expiry of the lease term, provided that all specified conditions are met. As at 31 December 2022, 31 December 2023, 31 December 2024 and 30 June 2025, the Group recognized finance lease receivables in respect of public rental housing leased to employees of RMB43,546,000, RMB69,338,000, RMB75,652,000 and RMB78,702,000, respectively. All leases are denominated in RMB.

Minimum Lease Receivables

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Within 1 year | 1,015 | 1,708 | 1,869 | 1,869 | | After 1 year but within 2 years | 1,015 | 1,708 | 1,869 | 1,869 | | After 2 years but within 5 years | 3,046 | 5,125 | 5,607 | 5,607 | | After 5 years | 48,199 | 75,507 | 79,536 | 82,661 | | Less: Unearned finance income | (9,729) | (14,710) | (13,229) | (13,304) | | **Present value of minimum lease receivables** | **43,546** | **69,338** | **75,652** | **78,702** |

The inherent interest rates of the leases are determined at the contract date over the entire ten-year lease term. As at 31 December 2022, 31 December 2023, 31 December 2024 and 30 June 2025, the weighted average effective annual interest rates were approximately 2.76%, 2.63%, 2.75% and 2.98%, respectively.

For loss allowances on finance lease receivables, please refer to Note 3.1(b).

The finance lease receivables are neither past due nor impaired. The Directors of the Company consider that the carrying amounts of the finance lease receivables are approximately equal to their fair values as at 31 December 2022, 31 December 2023, 31 December 2024 and 30 June 2025.

Accounting Policy for the Group as Lessor

Where the Group acts as a lessor, rental income from operating leases is recognized in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining operating leases are added to the carrying amount of the relevant asset and recognized as "other expenses" on the same basis as the lease income. The related leased assets are included in the consolidated statement of financial position according to their nature; please refer to Note 19 for details.

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset. At the commencement date, the lessor recognizes assets held under a finance lease in its consolidated statement of financial position. It presents such assets as receivables at an amount equal to the net investment in the lease. The net investment in the lease for the lessor is the gross investment in the lease discounted at the interest rate implicit in the lease. The gross investment in the lease equals the lease payments receivable by the lessor plus any unguaranteed residual value accruing to the lessor. The lessor uses the interest rate implicit in the lease to calculate the net investment in the lease. The implicit interest rate is the rate that causes the present value of the lease payments and the unguaranteed residual value to equal the sum of the fair value of the underlying asset and any initial direct costs of the lessor.

– I-74 –

Appendix I 26

Accountant's Report

Financial Assets at Fair Value Through Profit or Loss

The Group

(i) Classification of Financial Assets at Fair Value Through Profit or Loss

The Group classifies the following financial assets at fair value through profit or loss (FVPL):

– Short-term investments that do not qualify for measurement at amortized cost or at fair value through other comprehensive income; and

– Long-term equity investments that do not qualify for recognizing fair value gains and losses through other comprehensive income.

Financial assets mandatorily measured at fair value through profit or loss include the following:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Non-current assets** | | | | | | Long-term equity investments (a) | | | | | | – Unlisted equity investments | 42,579 | 43,212 | 44,000 | 40,616 | | **Current assets** | | | | | | Short-term investments (b) | | | | | | – Structured deposits | 974,859 | 1,233,461 | 96,448 | 485,408 | | **Total** | **1,017,438** | **1,276,673** | **140,448** | **526,024** |

(a) Long-term Equity Investments

The movements in long-term equity investments during the Track Record Period are as follows:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | RMB'000 | | At beginning of year/period | 50,287 | 42,579 | 43,212 | 43,212 | 44,000 | | Disposals | (19,696) | – | – | – | – | | Fair value changes | 11,988 | 633 | 788 | 745 | (3,384) | | **At end of year/period** | **42,579** | **43,212** | **44,000** | **43,957** | **40,616** |

The fair values of unlisted securities are measured using valuation techniques with unobservable inputs. Please refer to Note 3.3 for the key assumptions used in the valuations.

– I-75 –

Appendix I

(b) Accountant's Report

Short-term Investments

Short-term investments refer to structured deposits issued by reputable banks in mainland China. These structured deposits are principal-protected deposits with maturities of less than one year.

The movements in structured deposits during the Track Record Period are as follows:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | RMB'000 | | At beginning of year/period | 1,579,092 | 974,859 | 1,233,461 | 1,233,461 | 96,448 | | Additions | 3,057,000 | 2,768,000 | 1,591,000 | 832,000 | 1,615,000 | | Disposals | (3,700,278) | (2,534,167) | (2,746,463) | (1,361,936) | (1,228,519) | | Fair value changes | 39,045 | 24,769 | 18,450 | 12,684 | 2,479 | | **At end of year/period** | **974,859** | **1,233,461** | **96,448** | **716,209** | **485,408** |

The fair values of structured deposits are measured using valuation techniques with unobservable inputs. Please refer to Note 3.3 for the key assumptions used in the valuations.

(c) Amounts Recognized in the Consolidated Statement of Comprehensive Loss

During the Track Record Period, the following fair value gains/(losses) were recognized in the consolidated statement of comprehensive loss:

| | Year ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | RMB'000 | | Fair value gains on the following investments: | | | | | | | Long-term equity investments | 11,988 | 633 | 788 | 745 | (3,384) | | Short-term investments | 39,045 | 24,769 | 18,450 | 12,684 | 2,479 | | **Total** | **51,033** | **25,402** | **19,238** | **13,429** | **(905)** |

– I-76 –

Appendix I

(d) Accountant's Report

Risk Exposure and Fair Value Measurement

Information regarding the Group's financial risk exposures and the methods and assumptions used to determine fair values are set out in Note 3.3.

The Company

Financial assets mandatorily measured at fair value through profit or loss include the following:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Non-current assets** | | | | | | Long-term equity investments | | | | | | – Unlisted equity investments | 42,579 | 43,212 | 44,000 | 40,616 | | **Current assets** | | | | | | Short-term investments | | | | | | – Structured deposits | 762,875 | 1,102,800 | 96,448 | 370,365 | | **Total** | **805,454** | **1,146,012** | **140,448** | **410,981** |

27 Bank Deposits

The Group

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Current assets** | | | | | | – Bank deposits with original maturities of more than three months (i) | 565,765 | 536,348 | 553,814 | 230,870 | | – Certificates of deposit (ii) | – | – | – | 53,812 | | | 565,765 | 536,348 | 553,814 | 284,682 | | **Non-current assets** | | | | | | – Certificates of deposit (ii) | – | 51,523 | 53,054 | – |

(i) Bank deposits with original maturities of more than three months are neither past due nor impaired. During the Track Record Period, interest rates ranged from 1.45% to 5.51%. The Directors of the Company consider that the carrying amounts of bank deposits with original maturities of more than three months approximate their fair values as at 31 December 2022, 31 December 2023, 31 December 2024 and 30 June 2025.

(ii) Certificates of deposit are neither past due nor impaired. The Directors of the Company consider that the carrying amounts of certificates of deposit approximate their fair values as at 31 December 2023, 31 December 2024 and 30 June 2025, as the effect of discounting is not material. The certificates of deposit mature on 12 January 2026 and were therefore classified as non-current assets as at 31 December 2023 and 31 December 2024, and as current assets as at 30 June 2025. The interest rate on the certificates of deposit is 3.15%.

– I-77 –

Appendix I

Accountant's Report

Bank deposits are denominated in the following currencies:

The Group

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Current assets** | | | | | | – USD | 565,765 | 536,348 | 553,814 | 230,870 | | – RMB | – | – | – | 53,812 | | | 565,765 | 536,348 | 553,814 | 284,682 | | **Non-current assets** | | | | | | – RMB | – | 51,523 | 53,054 | – |

The Company

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Current assets** | | | | | | – Bank deposits with original maturities of more than three months | 565,765 | 536,348 | 553,814 | 202,236 | | – Certificates of deposit | – | – | – | 53,812 | | | 565,765 | 536,348 | 553,814 | 256,048 | | **Non-current assets** | | | | | | – Certificates of deposit | – | 51,523 | 53,054 | – |

Bank deposits are denominated in the following currencies:

The Company

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Current assets** | | | | | | – USD | 565,765 | 536,348 | 553,814 | 202,236 | | – RMB | – | – | – | 53,812 | | | 565,765 | 536,348 | 553,814 | 256,048 | | **Non-current assets** | | | | | | – RMB | – | 51,523 | 53,054 | – |

– I-78 –

Appendix I 28

Accountant's Report

Cash and Cash Equivalents and Restricted Cash

The Group

(a) Cash and Cash Equivalents

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Cash at banks | 1,549,091 | 1,247,826 | 1,708,182 | 1,635,648 | | Less: Bank deposits with original maturities of more than three months (Note 27) | (565,765) | (536,348) | (553,814) | (230,870) | | Certificates of deposit (Note 27) | – | (51,523) | (53,054) | (53,812) | | Restricted cash (b) | – | (620) | (620) | (65,868) | | **Cash and cash equivalents** | **983,326** | **659,335** | **1,100,694** | **1,285,098** |

Cash and cash equivalents are denominated in the following currencies:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | – USD | 459,277 | 381,969 | 608,713 | 769,897 | | – RMB | 524,049 | 277,005 | 491,627 | 511,409 | | – SGD | – | 361 | 338 | 333 | | – HKD | – | – | 16 | 3,459 | | **Total** | **983,326** | **659,335** | **1,100,694** | **1,285,098** |

(b) Restricted Cash

Restricted cash is denominated in the following currencies:

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Current assets** | | | | | | – RMB (i) | – | 620 | 620 | 40,620 | | – USD (i) | – | – | – | 720 | | | – | 620 | 620 | 41,340 | | **Non-current assets** | | | | | | – RMB (ii) | – | – | – | 24,528 |

– I-79 –

Appendix I

Accountant's Report

(i) RMB620,000 of restricted cash represents cash pledged to a bank as at 31 December 2023, 31 December 2024 and 30 June 2025 to obtain an office premises lease arrangement in the Hong Kong Special Administrative Region; RMB720,000 represents cash pledged to a bank as at 30 June 2025 to obtain a credit card; and RMB40,000,000 represents cash restricted by the bank as at 30 June 2025 for the purpose of purchasing structured deposits, and such RMB40,000,000 restricted cash was successfully utilized for the purchase of structured deposits on 1 July 2025.

(ii)

As at 30 June 2025, bank deposits of RMB24,528,000 have been pledged to banks for the issuance of guarantee letters. The pledged bank deposits have a term of two years and cannot be withdrawn early.

Your Company (a)

Cash and Cash Equivalents At 31 December

| | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Bank cash | 1,487,962 | 1,122,133 | 1,347,214 | 1,475,819 | | Less: Bank deposits with original maturities of more than three months (Note 27) | (565,765) | (536,348) | (553,814) | (202,236) | | Certificates of deposit (Note 27) | – | (51,523) | (53,054) | (53,812) | | Restricted cash (b) | – | (620) | (620) | (65,148) | | Cash and cash equivalents | 922,197 | 533,642 | 739,726 | 1,154,623 |

At 30 June

Cash and cash equivalents are denominated in the following currencies: At 31 December

| | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | – USD | 457,003 | 356,315 | 461,241 | 677,113 | | – RMB | 465,194 | 177,327 | 278,485 | 477,510 | | | 922,197 | 533,642 | 739,726 | 1,154,623 |

At 30 June

(b)

Restricted Cash Restricted cash is denominated in the following currencies: At 31 December

| | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Current assets | | | | | | – RMB | – | 620 | 620 | 40,620 | | Non-current assets | | | | | | – RMB | – | – | – | 24,528 |

At 30 June

– I-80 –

Appendix I

Accountants' Report

Accounting Policy for Cash and Cash Equivalents For the purposes of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, demand deposits held with financial institutions, and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

Bank deposits with original maturities of more than three months are included in bank deposits with original maturities of more than three months in the consolidated statement of financial position.

Cash that is restricted from withdrawal or use, or pledged as collateral, is presented separately in the consolidated statement of financial position and is excluded from the total cash and cash equivalents in the consolidated statement of cash flows.

29

Share Capital

▶

Paid-up Capital / Share Capital

(a)

Paid-up Capital Your Group and Your Company

A summary of the changes in the issued and fully paid-up capital of Your Company is set out below:

| | Paid-up Capital RMB'000 | |---|---| | At 1 January 2022 | 32,089 | | Capital contributions from investors (i) | 702 | | At 31 December 2022 | 32,791 | | Capital contributions from investors (i) | 125 | | Conversion to a joint stock company | (32,916) | | At 31 December 2023 and 31 December 2024 and at 30 June 2025 | – |

(i)

From January to July 2022, Your Company entered into a series of investment agreements and shareholders' agreements with Series B+ investors, pursuant to which they committed to make aggregate investments of RMB330,000,000 in Your Company. Your Company received proceeds of RMB280,000,000 during the year ended 31 December 2022, of which RMB702,000 was credited to Your Company's paid-up capital and RMB279,298,000 was credited to Your Company's capital reserve (Note 30). Your Company received proceeds of RMB50,000,000 during the year ended 31 December 2023, of which RMB125,000 was credited to Your Company's paid-up capital and RMB49,875,000 was credited to Your Company's capital reserve (Note 30). The Series B+ investors were granted certain preferential rights upon making their capital contributions, details of which are set out in Note 31.

– I-81 –

Appendix I (b)

Accountants' Report

Share Capital

▶

Share Capital

| | Thousand Shares | RMB Thousand | |---|---|---| | As of 1 January 2023 | – | – | | Reorganisation into a joint stock company (i) | 32,916 | 32,916 | | As of 31 December 2023 and 2024 | 32,916 | 32,916 | | Investor contributions (ii) | 5,444 | 5,444 | | Share subdivision (iii) | 1,879,640 | – | | As of 30 June 2025 | 1,918,000 | 38,360 |

(i) On 8 September 2023, your Company was reorganised into a joint stock company incorporated under the PRC Company Law. The net assets of your Company as of the conversion date were converted into 32,916,380 ordinary shares at RMB1.0 per share, and the difference between the converted net assets and the par value of the ordinary shares was credited to

(ii) your Company's capital reserve.

From February to June 2025, your Company entered into a series of investment agreements with certain investors (the "Strategic Round Investors"), pursuant to which the Strategic Round Investors agreed to subscribe for an additional 5,444,000 ordinary shares of your Company at a total consideration of RMB2,396,732,000. Of these, (a) as part of the strategic round financing (Note 35), the convertible bond holders converted all of their convertible bonds, which amounted to RMB261,673,000 as of the conversion date, in exchange for 595,000 ordinary shares; and (b) two potential investors who had deposited investment intention funds with your Company during the year ended 31 December 2023 subscribed for 763,000 ordinary shares by way of deducting investment intention funds of RMB336,000,000 (Note 34).

(iii) On 25 June 2025, pursuant to a shareholders' resolution, your Company carried out a share subdivision, whereby each share of your Company was subdivided on the basis of 1 into 50, and the par value of your Company's shares was changed from RMB1.0 per share to RMB0.02 per share. Basic and diluted loss per share has been calculated as if the share subdivision had been in effect from the beginning of the Track Record Period.

Share Capital

▶

Accounting Policy for Paid-in Capital / Share Capital Ordinary shares and paid-in capital are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

– I-82 –

Appendix I 30

Accountants' Report

Treasury Shares and Reserves

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | – US dollars | 2,702,835 | 2,943,084 | 3,204,044 | 3,809,304 | | – Renminbi | 4,679,320 | 5,110,057 | 5,538,996 | 8,336,125 | | | **7,382,155** | **8,053,141** | **8,743,040** | **12,145,429** |

Since its incorporation in 2019, the Company has completed multiple rounds of financing, including Pre-A, Pre-A+, Pre-A++, Series A, Pre-B, Pre-B+, Series B, Series B+ and strategic round investors ("Investors").

Details of the financing conducted during the Track Record Period are set out below.

Series B+ Financing

The Company entered into a series of investment agreements with a number of investors during the year ended 31 December 2022, pursuant to which the investors agreed to subscribe for

Share Capital

▶

Translation of Chinese IPO Prospectus Text (Chunk 1/3)

purchase additional ordinary shares issued by your Company, for total consideration of RMB 2,396,732,000 (Note 29). This transaction resulted in increases in share capital and capital reserve of RMB 5,444,000 and RMB 2,391,288,000, respectively.

Your Company granted certain preferential rights and other rights to the Series B+ and Strategic Round investors and all other investors under separate investment agreements. Details are described below.

Principal Terms of the Preferential Rights Granted

Redemption Rights

In the following circumstances, investors are entitled to require:

(a) Your Company to redeem their investment:

Your Company fails to achieve a Qualified Listing (listing of your Company's shares on a securities exchange within or outside the PRC, including the Shanghai Stock Exchange, Shenzhen Stock Exchange, New York Stock Exchange, NASDAQ, Hong Kong Stock Exchange, and other securities exchanges approved by the Board pursuant to the shareholders' agreement) before January 31, 2026 (except where your Company has applied for listing and such application is still under review prior to such date), or to be acquired in a manner and on terms unanimously approved in writing by the investors. For the avoidance of doubt, if your Company applies for listing before January 31, 2026 but subsequently withdraws its application prior to the initial public offering, such application is invalidated, returned by the relevant approval authority, and fails to re-submit or supplement the application within six (6) months or a shorter period as stipulated by laws and regulations (limited to one occasion), or is rejected, resulting in the failure to complete the listing, the investors' rights shall automatically be restored upon the occurrence of such circumstances without any additional measures or actions;

**(b)** Your Company, any founder, or key personnel seriously breaches any representations and warranties, covenants, or other obligations under the shareholders' agreement and other transaction documents, fails to obtain written waiver from the investors in respect of such breach, causes a material adverse effect on your Company's operations or listing, and fails to rectify such breach within a reasonable period agreed by the shareholders;

**(c)** Mr. Liang Xiaoyao ("Mr. Liang"), a shareholder of your Company, fails to cooperate in properly handling certain matters, such as ownership defects or intellectual property disputes, which would have a material adverse effect on your Company's operations or listing, and fails to obtain confirmation from the relevant authorities confirming that such matters are free from defects or disputes;

**(d)** Your Company or any founder is subject to criminal penalties, or a founder violates service period or employment provisions, causing a material adverse effect on the normal operations of your Company or any subsidiary within your Group;

**(e)** Your Company, any founder, chairman, chief executive officer, or chief financial officer has material integrity issues, including but not limited to significant or undisclosed off-book cash sales revenue, significant misappropriation of funds, financial fraud, undisclosed equity trusteeship that has not been restored or regularized in accordance with law, being listed as a dishonest person subject to enforcement, and other circumstances that may constitute a material obstacle to your Company's listing;

(f) Your Company repurchases all or part of the preferential rights held by any shareholder;

**(g)** Your Company meets the conditions for a Qualified Listing as stipulated by laws and regulations and approved by shareholders, but the listing fails to be completed due to your Company's or the founders' failure to provide reasonable cooperation.

**(h)** - **(i)** A change of control of your Company occurs without being reviewed and approved by the Board and the general meeting of shareholders of your Company, resulting in your Company's failure to achieve a Qualified Listing before January 31, 2026; or - **(ii)** More than one-third of your Company's key personnel change, and the Board fails to identify, approve, and appoint suitable replacement candidates within six (6) months, thereby causing (i) the business of the Group companies to be suspended for more than six (6) months, or (ii) the listing intermediaries to reasonably conclude that your Company will be unable to achieve a Qualified Listing before January 31, 2026.

The redemption amount shall be the higher of: (i) a redemption amount equivalent to the original investment amount plus compound interest calculated at an annual rate of 8%, less any dividends received in prior years (if any); and (ii) the fair value of the shares carrying preferential rights held by the investor at the time of your Company's repurchase.

Amendments to Redemption Rights

Pursuant to the preferential rights termination agreement entered into between your Company and the investors of your Company on June 25, 2025, the redemption provisions of the shareholders' agreement shall automatically terminate immediately prior to your Company's submission of the application documents for listing of H Shares on the Hong Kong Stock Exchange. (i) The "Most Favoured Nation", "Non-Competition", and "Continuity of Control" clauses under the investment agreements; and (ii) the provisions of the shareholders' agreement other than the redemption rights, shall automatically terminate on the date of listing of your Company's H Shares.

– I-87 –

Appendix I

Accountants' Report

With respect to the redemption rights, if any of the following circumstances occur: (a) your Company's H Share listing application is withdrawn, invalidated, or materials are returned by the relevant approval authority, and your Company fails to re-submit or supplement the relevant application within six (6) months or such other period as agreed by the parties; (b) your Company's H Share listing is rejected by the relevant approval authority, then from the date on which the circumstances described in (a) or (b) above occur (the earlier date being the "Restoration Date"), the terms and arrangements agreed in this agreement that were automatically terminated prior to the submission of the H Share listing application documents shall automatically be restored with retrospective effect from the Restoration Date.

Supplemental Agreement to the Preferential Rights Termination Agreement

Pursuant to the supplemental agreement to the preferential rights termination agreement entered into between your Company and the investors of your Company in August 2025, the parties agreed and confirmed that if the restoration circumstances set out in the termination agreement occur, the redemption rights under the original shareholders' agreement shall automatically be restored. At the same time, the relevant provisions relating to Qualified Listing and related articles shall be automatically amended and adjusted and shall take effect simultaneously, and the Qualified Listing date shall be extended to July 31, 2027. However, the prerequisite is that your Company must continue to make ongoing efforts to proceed with the listing arrangements.

Liquidation Preference

If any of the following circumstances occur: (a) your Company is liquidated, dissolved, or deregistered (whether voluntary or involuntary); or (b) a Sale of Business Event occurs (see (i) Sale of Business Event below), after payment of liquidation expenses, employee salaries, social insurance premiums and statutory compensation, settlement of outstanding taxes, and discharge of your Company's debts in accordance with applicable law, the remaining assets of your Company and/or the distributable assets under a Sale of Business Event shall be distributed in the order stipulated in the shareholders' agreement.

(i) Sale of Business Event

A "Sale of Business Event" of your Company includes the following events:

(1) Any form of acquisition, merger, reorganization, or similar transaction resulting in a change of control of your Company;

(2) Transfer or sale of more than 50% of your Company's assets or business;

(3) Sale or transfer of more than 50% of your Company's equity interests;

(4) Transfer or exclusive licensing of all or more than 50% of the intellectual property of your Company and other Group companies, or a substantial portion of their core intellectual property;

(5) Other Sale of Business Events approved by the Board; or

(6) Other circumstances resulting in a change of control of your Company.

Anti-Dilution Rights

**(ii)** From the date of execution of the shareholders' agreement until your Company completes a Qualified Initial Public Offering, if your Company issues additional shares at a price lower than the price paid by the investors on a per share basis, the investors shall have the right to subscribe for such additional issuance by your Company at no consideration in order to achieve price adjustment.

Presentation and Classification

A contract containing an obligation to purchase your Company's own equity instruments in cash or other financial assets gives rise to a financial liability equal to the present value of the redemption amount, even if your Company's purchase obligation is conditional upon the counterparty exercising the redemption right. Your Company has assumed redemption obligations by granting certain preferential rights to investors during its financing process; such redemption obligations are initially recognized as financial liabilities at the present value of the redemption amount, and subsequently measured at amortized cost, with the relevant changes deducted from finance costs. The carrying amount of the redemption amount changes by being the higher of the principal plus 8% interest (compound) and the fair value (estimated using valuation techniques).

– I-88 –

Changes in Redemption Liabilities During the Track Record Period:

| | Pre-A Round Financing RMB'000 | Pre-A+ Round Financing RMB'000 | Pre-A++ Round Financing RMB'000 | Series A Round Financing RMB'000 | Pre-B Round Financing RMB'000 | Pre-B+ Round Financing RMB'000 | Series B Round Financing RMB'000 | Series B+ Round Financing RMB'000 | Strategic Round Financing RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---|---| | **At January 1, 2022** | | | | | | | | | | | | Recognition of redemption liabilities | 203,068 | 214,061 | 288,465 | 1,399,528 | 1,280,679 | 1,346,370 | 1,670,484 | – | – | 6,667,263 | | Deducted from finance costs (Note 11) | – | – | – | – | – | – | – | 280,000 | – | 280,000 | | Foreign exchange adjustment | 10,993 | 16,653 | 16,318 | 75,642 | 72,319 | 70,066 | 61,617 | 16,030 | – | 348,030 | | | – | – | – | – | – | – | 86,862 | – | – | 86,862 | | **At December 31, 2022** | 214,061 | 230,714 | 304,783 | 1,475,170 | 1,352,998 | 1,416,436 | 1,818,963 | 296,030 | – | 7,382,155 | | **At January 1, 2023** | 214,061 | 230,714 | 304,783 | 1,475,170 | 1,352,998 | 1,416,436 | 1,818,963 | 296,030 | – | 7,382,155 | | Recognition of redemption liabilities | – | – | – | – | – | – | – | 50,000 | – | 50,000 | | Deducted from finance costs (Note 11) | 16,653 | 17,346 | 24,352 | 120,478 | 115,455 | 116,428 | 143,819 | 27,662 | – | 603,567 | | Foreign exchange adjustment | – | – | – | – | – | – | 17,419 | – | – | 17,419 | | **At December 31, 2023** | 230,714 | 248,060 | 329,135 | 1,595,648 | 1,468,453 | 1,532,864 | 1,980,201 | 373,692 | – | 8,053,141 | | **At January 1, 2024** | 230,714 | 248,060 | 329,135 | 1,595,648 | 1,468,453 | 1,532,864 | 1,980,201 | 373,692 | – | 8,053,141 | | Deducted from finance costs (Note 11) | 17,346 | 51,700 | 26,507 | 137,161 | 135,963 | 126,792 | 162,431 | 28,493 | – | 674,309 | | Foreign exchange adjustment | – | – | – | – | – | – | 15,590 | – | – | 15,590 | | **At December 31, 2024** | 248,060 | 299,760 | 355,642 | 1,732,809 | 1,604,416 | 1,659,656 | 2,158,222 | 402,185 | – | 8,743,040 | | **At January 1, 2025** | 248,060 | 299,760 | 355,642 | 1,732,809 | 1,604,416 | 1,659,656 | 2,158,222 | 402,185 | – | 8,743,040 | | Recognition of redemption liabilities | – | – | – | – | – | – | – | – | 2,396,732 | 2,396,732 | | Deducted from finance costs (Note 11) | 51,700 | – | 68,662 | 291,401 | 189,633 | 109,825 | 82,405 | 15,655 | 77,410 | 1,010,932 | | Foreign exchange adjustment | – | – | – | – | – | – | (4,396) | – | (879) | (5,275) | | **At June 30, 2025** | 299,760 | – | 424,304 | 2,024,210 | 1,794,049 | 1,769,481 | 2,236,231 | 417,840 | 2,473,263 | 12,145,429 |

– I-89 –

Appendix I

Accountants' Report

Accounting Policy for Redemption Liabilities

The Group derecognizes redemption liabilities if, and only if, the redemption obligations are discharged, cancelled, or expire. The carrying amount of the derecognized redemption liabilities is thereafter recognized in equity.

32 Share-Based Compensation Plans

(a) Pre-IPO Share Option Scheme

In recognition of and to incentivize the contributions of management and employees in the further development of your Group, your Company adopted a share option scheme (the "Pre-IPO Share Option Scheme") approved by the Board on January 12, 2020. The Pre-IPO Share Option Scheme implements equity incentives for the management and employees of your Group through the granting of share options, with the aim of attracting and retaining skilled and experienced personnel and providing additional incentives to the management and employees of your Group. Wen Zhang, a controlling shareholder of your Group, transferred the equity interests in your Company held by him to Shanghai Biliren Enterprise Management Consulting Partnership (Limited Partnership) ("Shanghai Biliren") as the relevant shares under the Pre-IPO Share Option Scheme. Following multiple equity transfer transactions, the total number of shares held by Shanghai Biliren was 4,163,775 shares.

Pursuant to the Pre-IPO Share Option Scheme, upon completion of the specified service period and after the share options become exercisable, the management and employees of your Group are entitled to acquire the equity interests of Shanghai Biliren. Management or employees of your Group are generally subject to a vesting schedule of zero to five years from the date of grant. The terms and conditions of the share options granted are as follows:

- **Type (i):** 25% of the total number of share options granted shall vest one year after the vesting commencement date, with the remaining 75% vesting in equal annual instalments over the following three years; of which 85,046 and 133,561 share options were accelerated to vest in 2023 and 2024, respectively;

- **Type (ii):** 20% of the total number of share options granted shall vest one year after the vesting commencement date, with the remaining 80% vesting in equal annual instalments over the following four years;

- **Type (iii):** 20% of the total number of share options granted shall vest two years after the vesting commencement date, with the remaining 80% vesting in equal annual instalments over the following two years;

- **Type (iv):** 20% of the total number of share options granted shall vest one year after the vesting commencement date, 20% of the total number of share options granted shall vest two years after the vesting commencement date, with the remaining 60% vesting in equal annual instalments over the following two years;

- **Type (v):** 20% of the total number of share options granted shall vest two years after the vesting commencement date, 20% of the total number of share options granted shall vest three years after the vesting commencement date, with the remaining 60% vesting in equal annual instalments over the following two years;

- **Type (vi):** 100% of the total number of share options granted shall vest on the vesting commencement date.

– I-90 –

Appendix I

Accountants' Report

During the track record period, the changes in the number of share options granted and their related weighted average exercise prices were as follows:

Year ended December 31

| | 2022 | | 2023 | | 2024 | | |---|---|---|---|---|---|---| | | Average exercise price per share option (RMB) | Number of share options | Average exercise price per share option (RMB) | Number of share options | Average exercise price per share option (RMB) | Number of share options | | At beginning of year | 5.31 | 3,025,919 | 5.48 | 2,445,328 | 5.48 | 1,648,470 | | Granted | 5.09 | 283,403 | 2.16 | 271,113 | 12.95 | 180,044 | | Vested | 5.02 | (797,288) | 4.80 | (960,643) | 4.52 | (500,734) | | Forfeited | 1.68 | (66,706) | 3.09 | (107,328) | 3.54 | (15,823) | | Unvested share options converted into Restricted Share Units ("RSUs") | – | – | – | – | 6.90 | (1,311,957) | | At end of year | 5.48 | 2,445,328 | 5.48 | 1,648,470 | – | – |

For the three years ended 31 December 2022, 2023 and 2024, no share options expired.

As of 31 December 2022, 2023 and 2024, 1,348,342, 2,308,985 and nil share options had vested but not yet been exercised, respectively.

The expiry dates and exercise prices of share options outstanding at the end of each of the three years ended 31 December 2022, 2023 and 2024 are as follows:

| Number of Share Options as at 31 December | | | | | |---|---|---|---|---| | Year of Grant | Year of Expiry | Exercise Price (RMB) | 2022 | 2023 | 2024 | | 2020 | 2030 | 1.00–9.10 | 2,976,713 | 2,902,434 | – | | 2021 | 2030 | 1.00–26.34 | 533,554 | 500,505 | – | | 2022 | 2030 | 1.00–22.95 | 283,403 | 283,403 | – | | 2023 | 2030 | 1.00–49.36 | – | 271,113 | – | | | | | 3,793,670 | 3,957,455 | – |

As at 31 December 2022 and 2023, the weighted average remaining contractual life of share options outstanding was 7.58 years and 6.78 years, respectively.

– I-91 –

Appendix I

Accountants' Report

Based on the fair value of the relevant shares of your Company, your Group has used the binomial model to determine the fair value of the share options at the date of grant. The key assumptions are set out below:

| | As at 31 December | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | Fair value per ordinary share (RMB) | 249.99 – 259.75 | 263.70 – 278.47 | 285.52 | | Risk-free interest rate | 2.75%–2.83% | 2.56%–2.85% | 2.29% | | Dividend yield | 0% | 0% | 0% | | Expected volatility | 43.81%–46.06% | 47.26%–49.49% | 50.70% | | Expected term | 10 years | 10 years | 10 years |

(b) Pre-IPO Restricted Share Unit Plan

On 24 April 2024, as approved by the board of directors, your Company adopted a pre-IPO restricted share unit plan (the "Pre-IPO RSU Plan"), with terms and conditions substantially the same as the Pre-IPO Share Option Plan dated 12 January 2020, to replace the original plan. Pursuant to the plan, the management or employees of your Group were required to acquire their respective equity interests in Shanghai Biliren (上海壁立仞) at the exercise price for all share options (including both vested and unvested share options) prior to the submission of the listing application. If a member of management or an employee fails to fulfil the remaining service period with your Group as stipulated under the Pre-IPO RSU Plan, the general partner of Shanghai Biliren shall have the right to acquire the interests held by such person at a price equal to the total amount paid to exercise the share options. Prior to the share subdivision of your Company on 25 June 2025, each restricted share unit represented one partnership interest in Shanghai Biliren, which in turn represented 1 share in your Company held by Shanghai Biliren; following the share subdivision, each restricted share unit represents one partnership interest in Shanghai Biliren, which in turn represents 50 shares in your Company held by Shanghai Biliren. This replacement applies modification accounting principles, and your Group recognises any incremental fair value in excess of the grant-date fair value of the Pre-IPO RSU Plan as the cumulative amount of compensation cost (if any).

On 24 April 2024, upon conversion, the details of the Pre-IPO RSU Plan are as follows:

| Number of relevant shares of your Company | | |---|---| | Vested pursuant to the Pre-IPO Share Option Plan | 2,809,719 | | Granted but unvested pursuant to the Pre-IPO Share Option Plan | 1,311,957 | | Not yet granted | 42,099 | | | 4,163,775 |

During the year ended 31 December 2024 and the six months ended 30 June 2025, 136,938 and 60,765 restricted share units, respectively, were newly granted to certain members of management and employees of your Group under the Pre-IPO RSU Plan at an exercise price of RMB1.0 per share.

The terms and conditions of the newly granted restricted share units are as follows:

- Type (i): 20% of the total granted restricted shares shall vest within two years from the vesting commencement date, 20% of the total granted restricted shares shall vest within three years from the vesting commencement date, and the remaining 60% shall vest annually over the following two years;

- Type (ii): All granted restricted share units shall vest on a monthly basis over the following year;

– I-92 –

Appendix I

Accountants' Report

- Type (iii): All granted restricted share units shall vest on the vesting commencement date;

- Type (iv): 20% of the total granted restricted share units shall vest within one year from the vesting commencement date, 20% of the total granted restricted share units shall vest within two years from the vesting commencement date, and the remaining 60% shall vest annually over the following two years.

The performance assessment for each vesting period includes individual performance assessment requirements for participants. If a participant fails the performance assessment during a vesting period, unless otherwise specifically approved, the corresponding proportion of incentive rights that have not been unlocked and vested during the vesting period shall not be unlocked or vest.

During the Track Record Period, the movement in the number of restricted share units is as follows:

| | Year ended 31 December 2024 | Six months ended 30 June 2025 | |---|---|---| | At the beginning of the year/period | – | 912,678 | | Converted from Pre-IPO Share Option Plan | 1,311,957 | – | | Granted | 136,938 | 60,765 | | Vested | (379,115) | (173,119) | | Forfeited | (43,599) | (14,199) | | Cancelled(i) | (113,503) | – | | At the end of the year/period | 912,678 | 786,125 |

(i) In 2024, your Group cancelled 113,503 restricted share units, and the cancellation was accounted for as accelerated vesting, resulting in immediate recognition of share-based compensation expense of RMB9,089,000.

(ii) In June 2025, certain employees forfeited 124,519 restricted share units. The corresponding expense had been recognised in prior periods and has no impact on the consolidated statement of comprehensive loss for the six months ended 30 June 2025. These restricted share units were subsequently granted to employees of your Group.

In June 2025, Shanghai Biliren transferred 643,630 ordinary shares of your Company to certain third-party investors for a total cash consideration of RMB226,822,000 (before share subdivision). Following such transaction, Shanghai Biliren held 3,520,145 ordinary shares of your Company (before share subdivision).

As at 30 June 2025, all cash consideration for subscription of equity interests in Shanghai Biliren had been fully collected from the management and employees of your Group.

As at 31 December 2024 and 30 June 2025, the weighted average remaining contractual life of outstanding restricted share units was 7.75 years and 7.84 years, respectively.

The key assumptions used to determine the fair value of the share options at the date of grant are as follows:

| | Year ended 31 December 2024 | Six months ended 30 June 2025 | |---|---|---| | Risk-free interest rate | 1.46%–1.60% | 1.10%–1.46% | | Expected volatility | 52.60%–55.18% | 56.51%–66.38% |

– I-93 –

Appendix I

(c) Share-based Compensation Expense Recognised During the Track Record Period

Accountants' Report

During the Track Record Period, the amounts of share-based compensation expense included in research and development expenses, general and administrative expenses, and selling and marketing expenses are as follows:

| | Years ended 31 December | | | Six months ended 30 June | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (Unaudited) | 2025 RMB'000 | | Research and development expenses | 41,327 | 43,591 | 46,665 | 32,462 | 13,953 | | General and administrative expenses | 35,013 | 27,730 | 28,251 | 21,828 | 8,375 | | Selling and marketing expenses | 11,691 | 8,775 | 7,717 | 3,952 | 4,837 | | | 88,031 | 80,096 | 82,633 | 58,242 | 27,165 |

Accounting policies for share-based compensation expense

(a) Equity-settled share-based payment transactions

Your Group operates a number of share incentive plans under which it receives services from employees as consideration for equity instruments of your Company (including share options and restricted shares). The fair value of the services received in exchange for the grant of equity instruments is recognised as an expense in the consolidated statement of comprehensive loss, with a corresponding increase in equity.

For share options and shares granted to employees, the total amount to be expensed is determined by reference to the fair value of the share options and shares granted:

- excluding the effect of any service and non-market performance vesting conditions; and

- including the effect of any non-vesting conditions.

Service and non-market performance vesting conditions are taken into account in estimating the number of share options and shares expected to vest. The total expense is recognised over the vesting period (i.e., the period over which all specified vesting conditions are required to be satisfied).

At the end of each reporting period, your Group revises its estimates of the number of share options and shares expected to vest based on service and non-market performance vesting conditions, and recognises the impact of the revision to original estimates (if any) in profit or loss, with a corresponding adjustment to equity.

In certain circumstances, employees may render services before the grant date, and therefore the fair value at the grant date is estimated for the purpose of recognising expenses during the period from the commencement of service to the grant date.

If the grant of equity instruments is cancelled during the vesting period (other than cancellations due to forfeiture when vesting conditions are not met), your Group shall treat the cancellation or settlement as an acceleration of vesting and shall therefore immediately recognise the amount that would otherwise have been recognised for services received over the remainder of the vesting period.

– I-94 –

Appendix I

(b) Modifications

Accountants' Report

If any modification to the terms and conditions results in an increase in the fair value of the equity instruments granted, your Group includes the incremental fair value of the equity instruments granted in the measurement of the amount recognised for 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 modification. The expense based on the incremental fair value is recognised over the period from the date of modification to the date when the modified equity instruments vest, while the amount relating to the original instruments continues to be recognised over the remainder of the original vesting period. In addition, if an entity modifies the terms or conditions of equity instruments granted in a manner that reduces the total fair value of the share-based payment arrangement, or is not otherwise beneficial to the employee, the entity shall nevertheless continue to account for the services received as consideration for the equity instruments granted, as if the modification had not occurred (unless the modification results in the cancellation of some or all of the equity instruments granted).

33 Trade and Other Payables

Your Group

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Trade payables(ii) | 3,521 | 9,436 | 33,324 | 73,103 | | Other payables(iii) | 159,760 | 225,637 | 278,093 | 248,723 | | Listing expenses payable | – | 2,336 | 4,671 | 10,063 | | Accrued taxes (other than income tax) | 9,558 | 21,576 | 18,826 | 17,875 | | Customer lease prepayments | 242 | 175 | 68 | 898 | | Accrued staff salaries and benefits | 120,586 | 110,433 | 89,411 | 104,019 | | VAT payable relating to contract liabilities | 24 | – | – | 1,698 | | | 293,691 | 369,593 | 424,393 | 456,379 |

(i) Due to the short-term nature of trade and other payables, their carrying amounts are considered to approximate their fair values.

(ii) The ageing analysis of trade payables based on purchase date at the end of each year and period is as follows:

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Within 1 year | 3,521 | 9,436 | 32,524 | 72,379 | | 1 to 2 years | – | – | 800 | 724 | | | 3,521 | 9,436 | 33,324 | 73,103 |

– I-95 –

Appendix I

(iii) Details of other payables to third parties at the end of each year and period are as follows:

Accountants' Report

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Payables for purchase of long-term assets(a) | 107,120 | 129,948 | 169,447 | 148,789 | | Payables for research and development expenses | 8,508 | 15,071 | 21,259 | 30,922 | | Intention deposit for purchase of public rental housing | 21,392 | 33,715 | 38,602 | 39,898 | | Others | 22,740 | 46,903 | 48,785 | 29,114 | | | 159,760 | 225,637 | 278,093 | 248,723 |

(a) Payables for purchase of long-term assets mainly comprise payables for purchase of intangible assets and property, plant and equipment.

Trade and other payables are denominated in the following currencies:

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | – USD | 79,112 | 75,000 | 288,479 | 84,131 | | – RMB | 214,579 | 294,173 | 134,720 | 371,219 | | – HKD | – | 420 | 1,194 | 1,029 | | | 293,691 | 369,593 | 424,393 | 456,379 |

Your Company

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Trade payables | | | | | | – Third parties | 3,521 | 9,436 | 33,324 | 63,040 | | – Subsidiaries | – | – | 20,550 | 38,997 | | Other payables | | | | | | – Third parties(i) | 121,964 | 167,438 | 206,424 | 191,435 | | – Subsidiaries | – | 69,691 | 32,329 | 94,363 | | Listing expenses payable | – | 2,336 | 4,671 | 10,063 | | Customer lease prepayments | – | – | – | 637 | | Accrued taxes (other than income tax) | 7,674 | 13,384 | 11,378 | 10,525 | | Accrued staff salaries and benefits | 91,589 | 69,302 | 64,315 | 72,413 | | VAT payable relating to contract liabilities | 24 | – | – | 1,698 | | | 224,772 | 331,587 | 372,991 | 483,171 |

– I-96 –

Appendix I

(i) Details of other payables to third parties at the end of each year/period are as follows:

Accountants' Report

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Payables for purchase of long-term assets | 72,054 | 79,146 | 119,679 | 99,129 | | Payables for research and development expenses | 8,508 | 15,071 | 6,683 | 26,922 | | Intention deposit for purchase of public rental housing | 21,392 | 33,715 | 38,602 | 39,898 | | Others | 20,010 | 39,506 | 41,460 | 25,486 | | | 121,964 | 167,438 | 206,424 | 191,435 |

34 Investment Intention Deposit

Your Group and Your Company

| | At 31 December | | | At 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | | – | 800,000 | 800,000 | – | | | – | 9,245 | 45,890 | – | | | – | 809,245 | 845,890 | – |

Appendix I

Accountants' Report

845,890

–

Investment Intent Funds (a) － Principal payable － Interest payable

(a)

As at 30 June

As at 31 December 2023 and 2024, the investment intent funds related to cash of RMB800,000,000 received from two potential investors (at an annual interest rate of 8%), with accrued interest payable of RMB9,245,000 and RMB45,890,000 as at 31 December 2023 and 2024, respectively.

Subsequently in 2025, the Group partially refunded the investment intent funds to the potential investors, totalling RMB517,778,000, comprising principal and interest at the time. The remaining RMB336,000,000 was converted into 763,000 ordinary shares issued by the Company (Note 29(ii)). As the investment intent funds may be required to be refunded if certain investment conditions are not met, the Group classified the investment intent funds as liabilities in the consolidated statement of financial position. The investment intent funds were initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

35 Convertible Bonds

The Group and the Company As at 31 December

Convertible bonds

As at 30 June

| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | |---|---|---|---|---| | Convertible bonds | – | – | 262,037 | – |

– I-97 –

Appendix I

Accountants' Report

(a)

In December 2024, the Company entered into convertible bond agreements with certain convertible bond holders, which granted the holders the option to convert the relevant notes into a variable number of the Company's own equity instruments or to return certain cash. The convertible bonds are classified as financial liabilities at fair value through profit or loss in the consolidated statement of financial position. As part of the strategic round financing, the convertible bond holders converted all of their convertible bonds, with a value of RMB261,673,000 at the conversion date, in exchange for 595,000 ordinary shares. The movement in convertible bonds is as follows:

| | Convertible Bonds RMB'000 | |---|---| | As at 31 December 2023 | – | | Issuance of convertible bonds | 262,037 | | Fair value changes | – | | As at 31 December 2024 | 262,037 | | Fair value changes | (364) | | Conversion into ordinary shares (a) | (261,673) | | As at 30 June 2025 | – |

(b)

Fair Value Estimation Method

The Company has engaged an independent valuer to determine the total fair value of the convertible bonds. As at the date of issuance and at the end of each reporting period, the Company has adopted the discounted cash flow method to determine the total equity value, and the equity allocation model to determine the fair value of the convertible bonds.

The key valuation assumptions used in determining the fair value of the convertible bonds are as follows:

| | As at 31 December 2024 | |---|---| | Expected volatility | 62.27% | | Discount rate | 3.21%–7.25% | | Risk-free interest rate | 1.01%–4.39% |

The Company performed sensitivity tests on changes in unobservable inputs when determining the fair value of the convertible bonds. Changes in unobservable inputs (including expected volatility, discount rate, and risk-free interest rate) would result in an increase or decrease in the fair value measurement. An increase in the fair value of the convertible bonds would increase the fair value change loss in the consolidated statement of comprehensive loss. When performing the sensitivity tests, management applied increases or decreases to each unobservable input, which represent management's assessment of the reasonably possible changes in such unobservable inputs.

Accounting Policy for Convertible Bonds

The Group holds convertible bonds that are classified entirely as liabilities, as they have a convertible feature and will be settled by the Company in exchange for its

Share Capital

▶

– I-98 –

Appendix I 36

Accountant's Report

Borrowings The Group and the Company At 30 June 2025

RMB'000 Current: Bank borrowings — unsecured Accrued interest

200,000 126 200,126

Bank borrowings are denominated in RMB and bear fixed interest rates. The weighted average effective interest rate on bank borrowings for the six months ended 30 June 2025 was 2.27%. The exposure of the Group's borrowings to interest rate changes and the contractual repricing dates or maturity dates, whichever is earlier, are as follows: At 30 June 2025

RMB'000 6 months or less 6 to 12 months Over 1 year

– 200,126 – 200,126

37 Deferred Income The Group At 31 December

Government grants(a) (a)

At 30 June

2022

2023

2024

2025

RMB'000

90,181

63,382

142,936

132,645

The Group receives government grants from local governments in the PRC to subsidise operations and research and development expenditure related to innovation activities, or as contributions towards investments in local business districts. These government grants are transferred from "deferred income" to "other income" when the related expenditure is incurred or over the useful lives of the relevant assets.

– I-99 –

Appendix I (b)

Accountant's Report The amortisation amounts recognised in other income are as follows: Year ended 31 December

Six months ended 30 June

2022

2023

2024

2025

RMB'000

RMB'000 (Unaudited)

RMB'000

55,030

67,857

55,249

16,514

44,835

Amortisation recognised in other income (Note 9) The Company At 31 December

Government grants

38 At 30 June

2022

2023

2024

2025

RMB'000

18,291

13,093

102,446

96,579

Long-term Payables The Group At 31 December

Long-term payables(i) (i)

At 30 June

2022

2023

2024

2025

RMB'000

42,678

17,682

722

Long-term payables relate to the purchase of IP licence fees and EDA tool purchase fees in accordance with the payment terms in the purchase contracts. As at 31 December 2022, 2023 and 2024 and 30 June 2025, the carrying amounts of long-term payables approximated their fair values at the respective year-end/period-end dates as the effect of discounting was not significant. Long-term payables are denominated in the following currencies: At 31 December

— USD — RMB

At 30 June

2022

2023

2024

2025

RMB'000

33,516 9,162

17,370 312

– 722

42,678

17,682

722 The Company At 31 December

Long-term payables

At 30 June

2022

2023

2024

2025

RMB'000

9,162

312

722 – I-100 –

Appendix I

Accountant's Report

39 Cash Flow Information

(a)

Cash Used in Operations Year ended 31 December

Six months ended 30 June

2022

2023

2024

2025

RMB'000

RMB'000 (Unaudited)

RMB'000

(1,474,187)

(1,744,058)

(1,538,189)

(888,427)

(1,600,526)

89,929 59,225 26,161 1,170 201 – – – 88,031 352,129 (11,770) (17,097)

104,270 68,400 25,301 2,181 1,075 19 108,692 40,301 80,096 615,737 (17,122) (27,915)

86,080 8,768 21,641 2,380 (171) 2,485 – – 82,633 713,136 (10,095) (36,301)

46,484 1,801 11,507 1,190 (656) –* – – 58,242 415,557 (7,031) (17,266)

39,699 12,865 10,769 1,191 (463) 944 – – 27,165 1,021,907 (13,685) (7,366)

(39,045)

(24,769)

(18,450)

(12,684)

(2,479)

(11,988) –

(633) –

(788) –

(745) –

3,384 (364)

(31) – (16,864)

3,527 (595) 3,658

(229) (218) 4,853

(148) (218) 1,965

(120) – (3,695)

(954,136)

(761,835)

(682,465)

(390,429)

(510,774)

Changes in working capital — (Increase)/decrease in trade and other receivables and prepayments — (Increase)/decrease in inventories — Increase in provisions — Increase/(decrease) in trade and other payables — (Decrease)/increase in contract liabilities — (Decrease)/increase in deferred income

(184,733) (39,250) 5 46,233 (5) (51,715)

47,265 (150,072) 620 32,880 34,856 (50,780)

(275,661) 18,093 3,162 15,062 (34,057) (53,321)

(10,354) (26,665) 393 (14,533) 109,652 (15,286)

(160,537) (447,811) 583 50,946 27,990 (33,721)

Net cash used in operations

(1,183,601)

(847,066)

(1,009,187)

(347,222)

(1,073,324)

Loss before income tax Adjustments for: — Depreciation of property, plant and equipment (Note 16) — Amortisation of intangible assets (Note 18) — Depreciation of right-of-use assets (Note 17) — Depreciation of investment properties (Note 19) — Impairment allowance on financial assets (Note 3.1(b)) — General provision for inventories (Note 22) — Special write-down of certain assets (Note 7) — Impairment provision for intangible assets (Note 18) — Share-based compensation expenses (Note 32) — Finance costs (Note 11) — Finance income (Note 11) — Interest income on bank deposits (Note 9) — Fair value gains on short-term investments at fair value through profit or loss (Note 10) — Fair value (gains)/losses on long-term investments at fair value through profit or loss (Note 10) — Fair value gains on convertible bonds (Note 35) — (Gains)/losses on disposal of property, plant and equipment (Note 10) — Gains on early termination of lease contracts (Note 10) — Net foreign exchange (gains)/losses (Note 10)

*

Represents amounts less than RMB1,000.

– I-101 –

Appendix I (b)

Accountant's Report

Non-cash Financing Activities Year ended 31 December

Increase in right-of-use assets during the year/period Decrease in convertible bonds (Note 35) Decrease in investment deposits (Note 34)

(c)

Six months ended 30 June

2022

2023

2024

2025

RMB'000

RMB'000 (Unaudited)

RMB'000

12,975 – –

7,342 – –

46,064 – –

18,024 – –

16,053 261,673 336,000

12,975

7,342

46,064

18,024

613,726

Net Debt Reconciliation Year ended 31 December

Six months ended 30 June

2022

2023

2024

2025

RMB'000

RMB'000 (Unaudited)

RMB'000

Cash and cash equivalents (Note 28) Lease liabilities (Note 17) Long-term payables (including current portion) Redemption liabilities (Note 31) Investment deposits (Note 34) Convertible bonds (Note 35) Borrowings (Note 36)

983,326 (43,019) (107,105) (7,382,155) – – –

659,335 (17,986) (96,827) (8,053,141) (809,245) – –

1,100,694 (40,718) (84,010) (8,743,040) (845,890) (262,037) –

842,430 (23,301) (79,625) (8,442,722) (840,711) – –

1,285,098 (48,517) (83,649) (12,145,429) – – (200,126)

Net debt

(6,548,953)

(8,317,864)

(8,875,001)

(8,543,929)

(11,192,623)

Liabilities from financing activities Other assets — cash and cash equivalents

Lease liabilities

Borrowings

Redemption liabilities

Convertible bonds

Long-term payables

Investment deposits

Total

RMB'000

Net debt at 1 January 2022

1,556,596

(55,114)

–

(6,667,263)

–

(114,948)

–

(5,280,729)

Cash flows Additions New leases Interest expense Foreign exchange adjustments

(681,277) – – – 108,007

27,206 – (12,975) (1,982) (154)

– – – – –

(280,000) – – (348,030) (86,862)

– – – – –

41,255 (27,127) – (2,117) (4,168)

– – – – –

(892,816) (27,127) (12,975) (352,129) 16,823

Net debt at 31 December 2022

983,326

(43,019)

–

(7,382,155)

–

(107,105)

–

(6,548,953)

– I-102 –

Appendix I

Accountant's Report Liabilities from financing activities Other assets — cash and cash equivalents

Lease liabilities

Borrowings

Redemption liabilities

Convertible bonds

Long-term payables

Investment deposits

Total

RMB'000

Cash flows New leases Interest expense Foreign exchange adjustments Other changes

(340,591) – – 16,600 –

28,485 (7,342) (1,311) (40) 5,241

– – – – –

(50,000) – (603,567) (17,419) –

– – – – –

14,395 – (1,614) (2,503) –

(800,000) – (9,245) – –

(1,147,711) (7,342) (615,737) (3,362) 5,241

Net debt at 31 December 2023

659,335

(17,986)

–

(8,053,141)

–

(96,827)

(809,245)

(8,317,864)

Cash flows Additions New leases Interest expense Foreign exchange adjustments Other changes

426,388 – – – 14,971 –

22,117 – (46,064) (1,185) (59) 2,459

– – – – – –

– – – (674,309) (15,590) –

(262,037) – – – – –

19,362 (2,333) – (997) (3,215) –

– – – (36,645) – –

205,830 (2,333) (46,064) (713,136) (3,893) 2,459

Net debt at 31 December 2024

1,100,694

(40,718)

–

(8,743,040)

(262,037)

(84,010)

(845,890)

(8,875,001)

Cash flows

186,501

9,113

(198,246)

(1,799,059)

–

312 517,778

(1,283,601)

New leases

–

(16,053)

–

(16,053)

Interest expense

–

(866)

(1,880)

(1,010,932)

–

(341)

(7,888)

(1,021,907)

Fair value changes

–

364 –

364 Foreign exchange adjustments

(2,097)

7 –

5,275

–

390 –

3,575

Conversion to ordinary shares

–

(597,673)

261,673

–

336,000

–

1,285,098

(48,517)

(200,126)

(12,145,429)

–

(83,649)

–

(11,192,623)

659,335

(17,986)

–

(8,053,141)

–

(96,827)

(809,245)

(8,317,864)

Net debt at 30 June 2025

Net debt at 31 December 2023

(Unaudited) Cash flows

177,953

10,638

–

18,405

–

206,996

New leases

–

(18,024)

–

(18,024)

Interest expense

–

(351)

–

(383,077)

–

(663)

(31,466)

(415,557)

Foreign exchange adjustments

5,142

(37)

–

(6,504)

–

(540)

–

(1,939)

Other changes

–

2,459

–

Appendix I Accountants' Report

**Capital Commitments** Significant capital expenditure commitments are set out below: As at 31 December

| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | |---|---|---|---|---| | Property, plant and equipment | 41,419 | 19,134 | 14,487 | 26,154 | | Intangible assets | – | – | – | 925 | | | 41,419 | 19,134 | 14,487 | 27,079 |

As at 30 June

**41 Related Party Transactions** The founder of your Group is Mr. Wen Zhang.

Parties are considered to be related if one party has the ability to control the other party, directly or indirectly, or exercise significant influence over the other party in making financial and operating decisions. Parties under common control or common significant influence are also considered to be related.

**(a)** Apart from those disclosed elsewhere in this report, the directors of your Company consider the following parties/companies to be related parties that have transactions or balances with your Group:

| Name of Related Party | Relationship with your Group | |---|---| | Mr. Wen Zhang | Founder and Executive Director of your Group | | Shanghai Bili Ren (上海壁立仞) | Acting in concert with Mr. Wen Zhang |

(b) Related Party Transactions:

(i) Key Management Personnel Compensation

| | For the year ended 31 December | | | For the six months ended 30 June | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (Unaudited) | 2025 RMB'000 | | Salaries, wages and bonuses | 16,332 | 16,404 | 12,540 | 6,796 | 6,266 | | Retirement costs – defined contribution plans | 50 | 102 | 194 | 88 | 111 | | Other social insurance costs, housing benefits and other employee benefits | 71 | 101 | 190 | 119 | 133 | | Share-based compensation expense | 38,663 | 23,542 | 18,568 | 16,595 | 1,897 | | | 55,116 | 40,149 | 31,492 | 23,598 | 8,407 |

(ii) Proceeds Received from Capital Contributions from Related Parties

– I-104 –

Appendix I Accountants' Report

(c) Balances with Related Parties

(i) Other Receivables

| | As at 31 December | | | As at 30 June | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Mr. Wen Zhang (Note 24) | 2,609 | – | – | – | | Shanghai Bili Ren (上海壁立仞) (Note 24) | 4,164 | – | – | – | | | 6,773 | – | – | – |

---

Net debt as at 30 June 2024:

| | – | – | – | 2,459 | 842,430 | (23,301) | – | (8,442,722) | – | (79,625) | (840,711) | (8,543,929) |

– I-103 –

Share Capital

▶

Other receivables refer to capital contributions receivable from related parties in respect of their subscription for the share capital of your Company, which are non-trade in nature. All outstanding receivable balances were settled in cash in April 2023.

42 Directors' Emoluments and Interests

The emoluments of each director for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025 are set out below:

Year ended 31 December 2022

| Director | Fees (RMB'000) | Salaries and allowances (RMB'000) | Discretionary bonuses (RMB'000) | Share-based compensation expenses (RMB'000) | Retirement scheme contributions (RMB'000) | Housing provident fund, medical insurance, other social insurance and other employee benefits (RMB'000) | Total (RMB'000) | |---|---|---|---|---|---|---|---| | **Executive Directors:** | | | | | | | | | Mr. Wen Zhang(i) | – | 500 | – | – | – | – | 500 | | Mr. Linglan Zhang(ii) | – | 1,810 | 1,171 | 10,417 | – | – | 13,398 | | Mr. Xiao Bing(iii) | – | 1,440 | 500 | 307 | 50 | 71 | 2,368 | | Mr. Zhou Hong(iv) | – | 2,184 | 1,058 | 4,227 | – | – | 7,469 | | Mr. Luting Pan(v) | – | 2,168 | – | 1,410 | – | – | 3,578 | | | – | 8,102 | 2,729 | 16,361 | 50 | 71 | 27,313 | | **Non-executive Director:** | | | | | | | | | Mr. Liu Jingguo(vi) | – | – | – | – | – | – | – | | **Independent Non-executive Directors:** | | | | | | | | | Dr. Wang Yuan(vii) | – | – | – | – | – | – | – | | Mr. Lin Zhaorong(viii) | – | – | – | – | – | – | – | | Ms. Liu Jin(ix) | – | – | – | – | – | – | – | | | – | – | – | – | – | – | – | | | – | 8,102 | 2,729 | 16,361 | 50 | 71 | 27,313 |

– I-105 –

Appendix I

Accountants' Report

Year ended 31 December 2023

| Director | Fees (RMB'000) | Salaries and allowances (RMB'000) | Discretionary bonuses (RMB'000) | Share-based compensation expenses (RMB'000) | Retirement scheme contributions (RMB'000) | Housing provident fund, medical insurance, other social insurance and other employee benefits (RMB'000) | Total (RMB'000) | |---|---|---|---|---|---|---|---| | **Executive Directors:** | | | | | | | | | Mr. Wen Zhang(i) | – | 2,700 | 1,000 | – | – | – | 3,700 | | Mr. Linglan Zhang(ii) | – | 3,761 | 804 | 5,120 | – | – | 9,685 | | Mr. Xiao Bing(iii) | – | 1,454 | 425 | 2,015 | 43 | 63 | 4,000 | | Mr. Zhou Hong(iv) | – | 2,067 | 1,324 | 1,795 | – | – | 5,186 | | Mr. Luting Pan(v) | – | 1,819 | 505 | 938 | 26 | 38 | 3,326 | | | – | 11,801 | 4,058 | 9,868 | 69 | 101 | 25,897 | | **Non-executive Director:** | | | | | | | | | Mr. Liu Jingguo(vi) | – | – | – | – | – | – | – | | **Independent Non-executive Directors:** | | | | | | | | | Dr. Wang Yuan(vii) | – | – | – | – | – | – | – | | Mr. Lin Zhaorong(viii) | – | – | – | – | – | – | – | | Ms. Liu Jin(ix) | – | – | – | – | – | – | – | | | – | – | – | – | – | – | – | | | – | 11,801 | 4,058 | 9,868 | 69 | 101 | 25,897 |

– I-106 –

Appendix I

Accountants' Report

Year ended 31 December 2024

| Director | Fees (RMB'000) | Salaries and allowances (RMB'000) | Discretionary bonuses (RMB'000) | Share-based compensation expenses (RMB'000) | Retirement scheme contributions (RMB'000) | Housing provident fund, medical insurance, other social insurance and other employee benefits (RMB'000) | Total (RMB'000) | |---|---|---|---|---|---|---|---| | **Executive Directors:** | | | | | | | | | Mr. Wen Zhang(i) | – | 2,067 | – | – | – | – | 2,067 | | Mr. Linglan Zhang(ii) | – | 2,513 | 8 | 1,411 | 40 | 56 | 4,028 | | Mr. Xiao Bing(iii) | – | 1,611 | – | 3,696 | 64 | 66 | 5,437 | | Mr. Zhou Hong(iv) | – | 2,115 | 79 | – | – | – | 2,194 | | Mr. Luting Pan(v) | – | 1,806 | – | 531 | 48 | 67 | 2,452 | | | – | 10,112 | 87 | 5,638 | 152 | 189 | 16,178 | | **Non-executive Director:** | | | | | | | | | Mr. Liu Jingguo(vi) | – | – | – | – | – | – | – | | **Independent Non-executive Directors:** | | | | | | | | | Dr. Wang Yuan(vii) | – | – | – | – | – | – | – | | Mr. Lin Zhaorong(viii) | – | – | – | – | – | – | – | | Ms. Liu Jin(ix) | – | – | – | – | – | – | – | | | – | – | – | – | – | – | – | | | – | 10,112 | 87 | 5,638 | 152 | 189 | 16,178 |

– I-107 –

Appendix I

Accountants' Report

Six months ended 30 June 2025

| Director | Fees (RMB'000) | Salaries and allowances (RMB'000) | Discretionary bonuses (RMB'000) | Share-based compensation expenses (RMB'000) | Retirement scheme contributions (RMB'000) | Housing provident fund, medical insurance, other social insurance and other employee benefits (RMB'000) | Total (RMB'000) | |---|---|---|---|---|---|---|---| | **Executive Directors:** | | | | | | | | | Mr. Wen Zhang(i) | – | 1,125 | – | – | – | 7 | 1,132 | | Mr. Linglan Zhang(ii) | – | 1,328 | 3 | – | 26 | 36 | 1,393 | | Mr. Xiao Bing(iii) | – | 730 | – | 1,750 | 35 | 35 | 2,550 | | Mr. Zhou Hong(iv) | – | 1,068 | 65 | – | – | – | 1,133 | | Mr. Luting Pan(v) | – | 828 | – | 148 | 26 | 23 | 1,025 | | | – | 5,079 | 68 | 1,898 | 87 | 101 | 7,233 | | **Non-executive Director:** | | | | | | | | | Mr. Liu Jingguo(vi) | – | – | – | – | – | – | – | | **Independent Non-executive Directors:** | | | | | | | | | Dr. Wang Yuan(vii) | – | – | – | – | – | – | – | | Mr. Lin Zhaorong(viii) | – | – | – | – | – | – | – | | Ms. Liu Jin(ix) | – | – | – | – | – | – | – | | | – | 5,079 | 68 | 1,898 | 87 | 101 | 7,233 |

– I-108 –

Appendix I

Accountants' Report

Six months ended 30 June 2024 (Unaudited)

| Director | Fees (RMB'000) | Salaries and allowances (RMB'000) | Discretionary bonuses (RMB'000) | Share-based compensation expenses (RMB'000) | Retirement scheme contributions (RMB'000) | Housing provident fund, medical insurance, other social insurance and other employee benefits (RMB'000) | Total (RMB'000) | |---|---|---|---|---|---|---|---| | **Executive Directors:** | | | | | | | | | Mr. Wen Zhang(i) | – | 1,390 | – | – | – | – | 1,390 | | Mr. Linglan Zhang(ii) | – | 1,157 | 4 | 1,411 | 16 | 29 | 2,617 | | Mr. Xiao Bing(iii) | – | 880 | – | 1,962 | 31 | 32 | 2,905 | | Mr. Zhou Hong(iv) | – | 1,058 | 41 | – | – | – | 1,099 | | Mr. Luting Pan(v) | – | 978 | – | 292 | 23 | 33 | 1,326 | | | – | 5,463 | 45 | 3,665 | 70 | 94 | 9,337 | | **Non-executive Director:** | | | | | | | | | Mr. Liu Jingguo(vi) | – | – | – | – | – | – | – | | **Independent Non-executive Directors:** | | | | | | | | | Dr. Wang Yuan(vii) | – | – | – | – | – | – | – | | Mr. Lin Zhaorong(viii) | – | – | – | – | – | – | – | | Ms. Liu Jin(ix) | – | – | – | – | – | – | – | | | – | 5,463 | 45 | 3,665 | 70 | 94 | 9,337 |

(i) Mr. Wen Zhang has been appointed as an Executive Director since October 2019. He has been re-designated as an Executive Director of your Company with effect from the Listing Date.

(ii) Mr. Linglan Zhang was appointed as an Executive Director in December 2019. He has been re-designated as an Executive Director with effect from the Listing Date.

(iii) Mr. Xiao Bing was appointed as a Director in May 2020 and has been re-designated as an Executive Director with effect from the Listing Date.

(iv) Mr. Zhou Hong was appointed as an Executive Director in July 2020 and has been re-designated as an Executive Director with effect from the Listing Date.

(v) Mr. Luting Pan was appointed as an Executive Director in November 2020 and has been re-designated as an Executive Director with effect from the Listing Date.

(vi) Mr. Liu Jingguo was appointed as a Non-executive Director in June 2025 and has been re-designated as a Non-executive Director with effect from the Listing Date.

(vii) Dr. Wang Yuan was appointed as an Independent Non-executive Director in June 2025, with effect from the Listing Date.

– I-109 –

Appendix I

Accountants' Report

(viii) Mr. Lin Zhaorong was appointed as an Independent Non-executive Director in June 2025, with effect from the Listing Date.

(ix) Ms. Liu Jin was appointed as an Independent Non-executive Director in June 2025, with effect from the Listing Date.

(x) Mr. Zhou Zhifeng, Mr. Wang Lin and Ms. Chen Shuying ceased to act as Non-executive Directors of your Company with effect from the day immediately preceding the Listing Date. During the Track Record Period, these individuals did not receive any remuneration or benefits from your Company.

(a) Directors' retirement and termination benefits

No retirement or termination benefits were paid or payable to the directors of your Company for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025.

(b) Consideration provided to third parties for making available directors' services

No consideration was provided to third parties for making available directors' services for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025.

(c) Information on loans, quasi-loans or other dealings in favour of directors, controlled bodies corporate by and connected entities with such directors

No loans, quasi-loans or other dealings in favour of directors, controlled bodies corporate by and connected entities with such directors were entered into by your Company for the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025.

(d) Directors' material interests in transactions, arrangements or contracts

No significant transactions, arrangements and contracts in which a director of your Company had a material interest, either directly or indirectly, subsisting at the end of or at any time during the three years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2024 and 2025, were entered into by the Group.

43 Contingencies

As at 31 December 2022, 2023 and 2024 and 30 June 2025, the Group and your Company had no material contingent items.

44 Subsequent Events

(a) Following the approval at a shareholders' meeting held on 10 August 2025, Mr. Liang acquired from Shanghai Biliren (上海壁立仞) at a consideration of RMB304,000

Share Capital

▶

Transfer of 15,214,150 ordinary shares, equivalent to 304,283 shares of your Company's share capital. Additional Shanghai Biliren (上海壁立仞) interests will be further granted to your Group's management and employees through the issuance of restricted share units. The share-based compensation expenses arising from the aforementioned new grants will be recognized during the relevant financial reporting periods.

(b)

Subsequently, during the period from July to August 2025, your Company further entered into a series of investment agreements with certain investors (the "Pre-IPO Investors"), pursuant to which the Pre-IPO Investors agreed to subscribe for 193,309,850 newly issued ordinary shares of the Company, for a total consideration of RMB 1,914,984,000 yuan. As certain preferential rights will be granted under specific circumstances, such shares will be classified as redemption liabilities. As of the date of this report, the Pre-IPO investment has been completed and all cash consideration has been received.

– I-110 –

Appendix I

Accountants' Report

45 Summary of Other Accounting Policies

45.1 Consolidation Principles

(a)

Subsidiaries

Subsidiaries are entities over which your Group has control. Your Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity's activities. Subsidiaries are fully consolidated from the date on which control is transferred to your Group. Subsidiaries are deconsolidated from the date on which control ceases.

Intercompany transactions, balances, and unrealized gains on transactions between companies within the Group are eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the transferred asset. The accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by your Group.

(b)

Separate Financial Statements

Investments in subsidiaries are accounted for at cost less impairment. Cost includes directly attributable costs of the investment. The results of subsidiaries are accounted for by your Company on the basis of dividends received and receivable.

If dividends exceed the total comprehensive loss of the subsidiary during the period in which the dividends are declared, or if the carrying value of the investment in the separate financial statements exceeds the carrying value of the investee's net assets (including goodwill) in the consolidated financial statements, an impairment test on the investment in subsidiaries shall be carried out after receipt of such investment dividends.

45.2 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing the performance of operating segments, has been identified as the Chief Executive Officer who makes strategic decisions.

45.3 Foreign Currency Translation

(a)

Functional and Presentation Currency

Items included in the financial statements of each entity within your Group are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). As your Group's principal operating activities are conducted in Mainland China, your Group has determined to use the functional currency of your Company, Renminbi (RMB),

Financial Information

▶

present historical financial data.

(b)

Transactions and Balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. 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. Exchange gains and losses relating to borrowings are presented in the consolidated statement of comprehensive loss under finance costs. All other exchange gains and losses are presented on a net basis in the consolidated statement of comprehensive loss within "Other (losses)/gains, net". Foreign currency non-monetary items that are measured at fair value 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.

– I-111 –

Appendix I (c)

Accountants' Report Group Companies The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: •

Those measured at amortised cost.

The classification depends on the entity'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 non-trading equity instrument investments, 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 (FVOCI). The Group reclassifies debt investments only when its business model for managing those assets changes.

(b)

Recognition and Derecognition

Regular-way purchases and sales of financial assets are recognised on trade date, being 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.

– I-112 –

Appendix I (c)

Accountants' Report Measurement

At initial recognition, the Group measures its financial assets at fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. In determining whether the cash flows of a financial asset with an embedded derivative are solely payments of principal and interest, the financial asset is considered in its entirety.

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. The Group classifies its debt instruments into three measurement categories: •

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 other 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/(losses), net" together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated statement of comprehensive loss.

•

Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or fair value through other comprehensive income are measured at fair value through profit or loss. Gains or losses on debt investments subsequently measured at fair value through profit or loss that are not part of a hedging relationship are recognised in profit or loss and presented net in the consolidated statement of comprehensive loss within other gains/(losses), net in the period in which they arise.

Equity Instruments All equity investments of the Group are subsequently measured 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 fair value through profit or loss are recognised in the consolidated statement of comprehensive loss. Impairment losses (and reversal of impairment losses) on equity investments measured at fair value through other comprehensive income are not reported separately from other changes in fair value.

(d)

Impairment

The Group assesses on a forward-looking basis the expected credit losses associated with financial assets subject to impairment under IFRS 9 (including trade receivables, other receivables, time deposits with banks, restricted cash, and cash and cash equivalents). The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables, as further detailed in Note 3.1(b). Other financial assets are measured at 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. If the credit risk on a receivable has increased significantly since initial recognition, impairment is measured based on lifetime expected credit losses.

– I-113 –

Appendix I 45.6

Accountants' Report

Offsetting Financial Instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The Group also enters into arrangements that do not meet the criteria for offsetting but still allow for the related amounts to be offset in certain circumstances, such as bankruptcy or the termination of a contract.

45.7 Trade and Other Payables

Trade and other payables represent obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Other payables mainly include investment intention monies, deposits, accrued salaries, accrued listing expenses and other taxes payable. Trade and other payables are classified as current liabilities if payment is due within one year or in the normal operating cycle of the business (whichever is longer); otherwise they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.

45.8 Interest Income

Interest income on financial assets at fair value through profit or loss is included in the net fair value gains/(losses) on those assets, as referred to in Note 10 above. Interest income on financial assets measured at amortised cost and on financial assets at fair value through other comprehensive income is calculated using the effective interest rate method and is recognised in profit or loss as part of 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 have 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). Where interest income is earned from financial assets held for cash management purposes, such interest income is presented as finance income, as further detailed in Note 11 below. Any other interest income is included in "Other income".

45.9 Provisions

Provisions for product and service warranties 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. The Group does not recognise provisions for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow of resources 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.

45.10 Dividend Income Dividend income is recognised in profit or loss as other income when the right to receive payment is established.

45.11 Government Grants Government grants are recognised at their fair value where there is reasonable assurance that the grants will be received and the Group will comply with all attached conditions. Government grants relating to costs and expenses are deferred and recognised in profit or loss over the period necessary to match them with the costs and expenses 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 credited to profit or loss on a straight-line basis over the expected useful lives of the related assets.

– I-114 –

Appendix I

Accountants' Report

45.12 Employee Benefits

(a)

Bonus Plans The expected cost of bonuses is recognised as a liability when the Group has a present legal or constructive obligation to pay such bonuses as a result of services rendered by employees and the obligation can be reliably estimated. Liabilities for bonus plans are expected to be settled within one year and are measured at the amounts expected to be paid when they are settled.

(b)

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 termination 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 their present value.

45.13 Loss Per Share

(i)

Basic Loss Per Share Basic loss per share is calculated by reference to: •

The loss attributable to the owners of the Company, excluding any costs of servicing equity other than ordinary shares; and

•

Divided by the weighted average number of ordinary shares outstanding during the financial year.

(ii)

Diluted Loss Per Share Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account: •

The after-tax effect of fair value gains or losses associated with potentially dilutive 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.

45.14 Borrowings Borrowings are recognised initially 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 rate 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 capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are removed from the consolidated statement 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.

– I-115 –

Appendix I

Accountants' Report

45.15 Dividend Distribution Dividend distributions to the Company's shareholders are recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the shareholders or directors (as applicable).

45.16 Investments Accounted for Using the Equity Method

(a)

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. After initial recognition at cost, investments in associates are accounted for using the equity method of accounting.

(b)

Equity Method Under the equity method of accounting, investments are initially recognised at cost and subsequently adjusted 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.

III

Subsequent Financial Statements Neither the Company nor any of its subsidiaries currently within the Group has prepared audited financial statements for any period subsequent to 30 June 2025 and up to the date of this report. Neither the Company nor any of its subsidiaries currently within the Group has declared or made any dividend or distribution for any period subsequent to 30 June 2025.

– I-116 –

Appendix II

Financial Information

▶

The unaudited pro forma financial information should be read in conjunction with the section headed "Financial Information" in this prospectus and the accountants' report set out in Appendix I to this prospectus.

Unaudited Pro Forma Statement of Adjusted Net Tangible Assets

The following explanation and pro forma statement of adjusted net tangible assets of the Group have been prepared pursuant to Rule 4.29 of the Listing Rules for illustrative purposes only and are set out below to illustrate the effect of the Global Offering on the consolidated net tangible assets of the Group attributable to the owners of the Company as at 30 June 2025, as if the Global Offering had taken place on 30 June 2025.

The unaudited pro forma statement of adjusted net tangible assets has been prepared for illustrative purposes only and, because of its hypothetical nature, may not give a true picture of the consolidated net tangible assets of the Group had the Global Offering been completed as at 30 June 2025 or any future date. The financial statements have been prepared based on the consolidated net tangible liabilities of the Group attributable to the owners of the Company as at 30 June 2025 (as extracted from the accountants' report set out in Appendix I to this prospectus), as adjusted as described below.

| | As at 30 June 2025 Audited consolidated net tangible liabilities attributable to owners of the Company | Estimated effect relating to termination of redemption rights as at 30 June 2025 | Estimated net proceeds from the Global Offering | Unaudited pro forma adjusted net tangible assets attributable to owners of the Company as at 30 June 2025 | Unaudited pro forma adjusted net tangible assets per Share | |---|---|---|---|---|---| | | Note 1 | Note 2 | Note 3 | Note 4 | Note 5 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB | HK$ | | At an offer price of HK$17.0 per share | (9,104,967) | 12,145,429 | 3,697,956 | 6,738,418 | 3.11 | 3.43 | | At an offer price of HK$19.6 per share | (9,104,967) | 12,145,429 | 4,267,889 | 7,308,351 | 3.37 | 3.71 |

– II-1 –

Appendix II

Financial Information

▶

The historical financial data set out in the report is based on the audited consolidated net liabilities attributable to owners of the Company of approximately RMB 8,997,718,000 as at 30 June 2025, and has been adjusted for intangible assets attributable to owners of the Company of approximately RMB 107,249,000 as at 30 June 2025.

As described in Note 31(i) to the accountants' report contained in Appendix I to the prospectus, upon completion of the Listing and the Global Offering, the preferential rights granted to all investors will be irrevocably terminated. Accordingly, the carrying amount of the related redemption liabilities of RMB 12,145,429,000 will be derecognised as at 30 June 2025 and credited to equity attributable to owners of the Company.

The estimated net proceeds from the Global Offering are calculated based on the indicative offer prices of HK$17.0 and HK$19.6 per share, after deducting the estimated underwriting fees and other related expenses payable by the Company (excluding RMB 33,616,000 deducted in the consolidated statement of comprehensive loss up to 30 June 2025), and without taking into account any shares that may be issued upon exercise of the Over-allotment Option and the Share Adjustment Option, or any shares that may be issued under the Pre-IPO Employee Incentive Plan.

The unaudited pro forma adjusted consolidated net tangible asset value per share has been determined after the adjustments described in Note 2 above, and is based on 2,165,668,050 shares in issue, assuming the Global Offering had been completed on 30 June 2025, without taking into account: (i) the 193,309,850 ordinary shares issued to certain investors during July 2025 to August 2025 for a consideration of RMB 1,914,984,000 as described in Note 44(b) to the accountants' report in Appendix I to the prospectus; and (ii) any shares that may be issued upon exercise of the Over-allotment Option and the Share Adjustment Option. If the issuance of shares to certain investors is taken into account, assuming indicative offer prices of HK$17.0 per share and HK$19.6 per share respectively, the unaudited pro forma adjusted net tangible asset value per share would be HK$4.04 and HK$4.31, based on 2,358,977,900 shares in issue.

Comparing the valuation of the Group's property interests of RMB 62,850,000 as set out in Appendix III to this prospectus with the net book value of the properties as at 30 September 2025, the net revaluation surplus is approximately RMB 763,000, which has not been taken into account in the attributable to [the owners of the Company] as at 30 September 2025.

Financial Information

Regarding the unaudited pro forma financial information disclosed pursuant to Rule 4.29(1) of the Listing Rules, such adjustments are appropriate and consistent with the accounting policies of your Group.

PricewaterhouseCoopers Certified Public Accountants Hong Kong, 22 December 2025

– II-5 –

Appendix III

Property Valuation Report

The following is the full text of a letter and valuation certificate prepared for the purpose of inclusion in this prospectus, issued by the independent valuer Avista Valuation Advisory Limited in respect of the property interests held by the Company as at 30 September 2025.

Avista Valuation Advisory Limited Rooms 2401-06, 24/F, Everbright Centre, 108 Gloucester Road, Wan Chai, Hong Kong Tel: +852 3702 7338 Fax: +852 3914 6388

Limiting Conditions The contents of this report that are extracted and translated from documents written in Chinese are subject to the original documents in cases of discrepancy in the wording.

Currency Unless otherwise stated, all monetary amounts stated in this report are denominated in Renminbi (RMB). Our valuation certificate is attached hereto.

Yours faithfully, Room 1302, Building 16 No. 2388 Chenghang Road Minhang District Shanghai, China

Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司) The Board of Directors

For and on behalf of Avista Valuation Advisory Limited

Managing Partner Thomas Pang (彭頌邦)

MRICS CFA FCPA FCPA (Aust.) RICS Registered Valuer

22 December 2025

Note: Mr. Thomas Pang is a member of the Royal Institution of Chartered Surveyors (RICS) and a RICS Registered Valuer. He has over 15 years of experience in property valuation in Hong Kong, China, the United States, East Asia and Southeast Asia.

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5. In the course of valuation, we have assumed that the Property is freely transferable and there is no legal impediment to its transfer.

6. We have conducted our valuation on the following basis and analysis: In the course of valuing the Property, we have made reference to a number of relevant rental evidences of properties locally with similar characteristics to the subject property in terms of nature, use, size and accessibility. The adjusted unit rental of the comparable properties for office use ranges from RMB100 per sq.m. to RMB150 per sq.m. We have adopted a market yield of 4.75% for office use, which is consistent with the market yield range of 4.5% to 4.9% for the property sector.

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Appendix IV

Summary of Articles of Association

This Appendix is intended to provide investors with a summary overview of the Articles of Association of the Company. The information below is a summary only and does not contain all information that may be material to investors.

Share Capital

▶

Shares and Registered Capital

The Company issues shares in accordance with the principles of fairness and impartiality, with each share of the same class enjoying equal rights. Shares issued simultaneously and belonging to the same class shall be issued on the same terms and at the same price; subscribers shall pay the same price for each share subscribed. Domestic unlisted shares issued by the Company shall be deposited with a domestic securities registration and clearing institution. Overseas listed shares issued by the Company may be deposited in accordance with applicable laws in Hong Kong and general practice in securities registration and custody.

Increase / Decrease of Share Capital, Repurchase and Transfer

Increase / Decrease of Share Capital

Subject to the operational and developmental needs of the Company, and in accordance with applicable laws, administrative regulations, departmental rules, normative documents, listing rules and the requirements of relevant regulatory authorities, upon the adoption of a corresponding resolution by the general meeting of shareholders, the Company may increase its registered capital by any of the following means:

(1) Issuing shares to non-specific objects (i.e., the general public);

(2) Issuing shares to specific objects;

(3) Distributing bonus shares to existing shareholders;

(4) [Text incomplete in source]

Share Capital

▶

Converting capital surplus into share capital; or

(5)

Other methods prescribed by applicable laws, administrative regulations, departmental rules, normative documents, and securities regulatory provisions of the place of listing of the shares, and approved or filed with the relevant domestic and overseas securities regulatory authorities.

If the Company reduces its registered capital, it shall do so in accordance with the PRC Company Law, the Listing Rules, other applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association.

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Appendix IV

Summary of the Articles of Association

Share Repurchase

In any of the following circumstances, the Company may, in accordance with the PRC Company Law, the Listing Rules, and other applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association, and after completing registration or filing with the relevant domestic and overseas securities regulatory authorities, repurchase its issued shares:

(1)

Reducing the registered capital of the Company;

(2)

Merging with another company that holds shares in the Company;

(3)

Using shares for equity incentive plans and employee share ownership plans;

(4)

Acquiring shares held by shareholders who voted against a resolution passed at a general meeting regarding the merger or division of the Company and requested the Company to purchase their shares;

(5)

Using shares to convert corporate bonds issued by the Company that are convertible into shares;

(6)

When necessary to maintain the value of the Company and the interests of its shareholders; or

(7)

Other circumstances approved by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and regulatory authorities.

Any share repurchase conducted under circumstances (3), (5), or (6) above shall be carried out through open centralized trading in accordance with the Listing Rules and the regulatory rules and guidelines of The Stock Exchange of Hong Kong Limited.

Share repurchases under circumstances (1) or (2) above shall require a resolution passed at a general meeting. Subject to the provisions of the Articles of Association or authorization by a general meeting, share repurchases under circumstances (3), (5), or (6) above may be resolved by the Board of Directors at a meeting attended by two-thirds or more of the directors, except as otherwise provided by the Listing Rules. In accordance with the securities regulatory provisions of the place of listing of the shares, shares acquired under circumstance (1) above shall be cancelled within ten days from the date of repurchase; shares acquired under circumstance (2) or (4) above shall be transferred or cancelled within six months from the date of acquisition; shares acquired under circumstances (3), (5), or (6) above shall be transferred or cancelled within three years from the date of acquisition,

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Appendix IV

Summary of the Articles of Association

and the total number of shares held by the Company shall not exceed 10% of the total number of issued shares of the Company. If applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and domestic and overseas securities regulatory authorities have other provisions regarding the matters relating to the above share repurchases, such provisions shall prevail.

When the Company repurchases its own shares, it shall fulfill its information disclosure obligations in accordance with the relevant provisions of applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and domestic and overseas securities regulatory authorities.

Transfer of Shares

Unless otherwise provided by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association, fully paid-up shares of the Company may be freely transferred. Transfers of overseas-listed shares shall be registered with the Hong Kong local share registrar appointed by the Company.

Shares issued by the Company prior to the public offering shall not be transferred within one year from the date on which the Company's shares are listed and traded on The Stock Exchange of Hong Kong Limited.

The directors and senior management of the Company shall report to the Company their shareholdings in the Company and any changes thereto. During the term of office as determined upon appointment, they shall not transfer more than 25% of their total shareholding in the Company in any given year; they shall not transfer any shares held by them within one year from the date on which the Company's shares are listed and traded; and they shall not transfer any shares held in the Company within six months from the date of their resignation. Where applicable laws, administrative regulations, departmental rules, normative documents, and securities regulatory provisions of the place of listing of shares provide otherwise, the stricter provisions shall apply.

All transfers of overseas-listed shares shall be effected by means of a written instrument of transfer in the usual or common form, or in such other form as the Board of Directors may accept (including the standard transfer form or transfer slip prescribed by The Stock Exchange of Hong Kong Limited from time to time); the written instrument of transfer must be signed by hand, or (if the transferor or transferee is a legal person) affixed with a valid seal. If the transferor or transferee of the Company's shares is a recognized clearing house as defined under the relevant applicable provisions from time to time in force under Hong Kong law, or its agent, the written instrument of transfer may be signed by hand or by mechanical imprint. All instruments of transfer shall be delivered to the Company's registered address, the address of its transfer office, or such other place as the Board of Directors may from time to time designate. If the Company refuses to register a transfer of shares, it shall, within two months from the date on which the formal application for transfer was submitted, send a notice of refusal to register the transfer to both the transferor and the transferee.

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Appendix IV

Summary of the Articles of Association

Directors, senior management, and shareholders holding 5% or more of the Company's shares who sell shares or other securities with equity characteristics of the Company within six months after purchasing them, or purchase such shares or securities within six months after selling them, shall have any profits therefrom returned to the Company, and the Board of Directors shall recover such profits. However, this shall not apply to securities companies that sell shares after holding 5% or more of the Company's shares as a result of underwriting unsold shares, or in other circumstances as prescribed by the China Securities Regulatory Commission and other domestic and overseas securities regulatory authorities.

Shareholders and General Meetings

Shareholders

The Company shall establish a register of shareholders based on the certificates provided by the securities registration and settlement institution. The register of shareholders shall serve as prima facie evidence of share ownership, unless there is evidence to the contrary. Shareholders shall enjoy rights and assume obligations in accordance with the class of shares they hold; each share of the same class shall carry the same rights and obligations.

Shareholders of the Company shall enjoy the following rights:

(1)

To receive dividends and other forms of profit distribution in proportion to the shares held;

(2)

To hold, convene, preside over, attend in person or by proxy at general meetings in accordance with legal requirements, and to exercise the right to speak, raise inquiries, and vote;

(3)

To supervise the Company's business operations, and to make suggestions or inquiries;

(4)

To transfer, donate, or pledge their shares in accordance with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association;

(5)

To inspect and copy the Articles of Association, the register of shareholders, minutes of general meetings, resolutions of the Board of Directors, and publicly disclosed financial data and accounting reports;

(6)

To participate in the distribution of residual assets in proportion to the shares held upon the termination or liquidation of the Company;

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Appendix IV

Summary of the Articles of Association

(7)

Shareholders who vote against a resolution passed at a general meeting regarding the merger or division of the Company shall have the right to request the Company to purchase their shares; and

(8)

Other rights as prescribed by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, or the Articles of Association.

If a resolution passed by a general meeting or the Board of Directors violates applicable laws and administrative regulations, shareholders may apply to the People's Court for its revocation. If the convening procedures or voting methods of a general meeting or Board of Directors meeting violate applicable laws, administrative regulations, or the Articles of Association, or if the content of a resolution violates the Articles of Association, shareholders may apply to the People's Court within sixty days from the date on which the resolution is passed for revocation of the resolution, provided that this shall not apply where the convening procedures or voting methods of the general meeting or Board of Directors meeting are only technically defective and such defects have no material impact on the resolution. If the Board of Directors, shareholders, or related parties have a dispute regarding the validity of a resolution of a general meeting, the related parties shall promptly institute proceedings in the People's Court. Prior to the People's Court making a judgment or ruling revoking the resolution, the related parties shall implement the resolution. The Company, its directors, and senior management shall diligently fulfill their respective duties to ensure the normal operation of the Company.

If the People's Court makes a judgment or ruling on the relevant matter, the Company shall fulfill its information disclosure obligations in accordance with the relevant provisions of applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing on the stock exchange, and domestic and overseas securities regulatory requirements, fully explaining the impact after the judgment or ruling takes effect and actively cooperating with its implementation. If any prior matters require correction, the Company shall handle them in a timely manner and fulfill the corresponding information disclosure obligations.

Shareholders of the Company shall assume the following obligations:

(1)

To comply with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association;

(2)

To pay the subscription price in accordance with the number of shares subscribed and the manner of subscription;

(3)

Not to withdraw their shares, except as otherwise provided by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association;

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Appendix IV

Summary of the Articles of Association

(4)

Not to abuse shareholders' rights to the detriment of the interests of the Company or other shareholders; not to abuse the Company's legal person status and the limited liability of shareholders to the detriment of the interests of the Company's creditors; and

(5)

Other obligations as prescribed by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association.

Any shareholder who abuses shareholders' rights and causes losses to the Company or other shareholders shall be liable for compensation in accordance with the law. Any shareholder who abuses the Company's legal person status and the limited liability of shareholders to evade debts and seriously damages the interests of the Company's creditors shall be jointly and severally liable for the debts of the Company.

Controlling Shareholders and De Facto Controllers

The controlling shareholders and de facto controllers of the Company shall exercise their rights and fulfill their obligations in accordance with the provisions of applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing on the stock exchange, and domestic and overseas securities regulatory requirements, so as to safeguard the interests of the Company.

The controlling shareholders and de facto controllers of the Company shall comply with the following provisions:

(1)

To exercise shareholders' rights in accordance with the law, and not to abuse control rights or use connected relationships to damage the legitimate interests of the Company or other shareholders;

(2)

To strictly fulfill all public statements and commitments made, and not to arbitrarily modify or waive the same;

(3)

To strictly fulfill information disclosure obligations in accordance with relevant regulations, to actively cooperate with the Company's information disclosure work, and to promptly notify the Company when a material matter has occurred or is expected to occur;

(4)

Not to misappropriate the Company's funds in any form;

(5)

Not to coerce, instruct, or require the Company and its personnel to provide illegal or non-compliant guarantees;

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Appendix IV

Summary of the Articles of Association

(6)

Not to use undisclosed material information of the Company for personal gain; not to disclose undisclosed material information relating to the Company in any form; not to engage in insider trading, short selling, market manipulation, or other illegal or non-compliant acts;

(7)

Not to damage the legitimate interests of the Company and other shareholders through non-arm's length connected transactions, profit distribution, asset restructuring, external investment, or any other means;

(8)

Business

▶

Ensure the integrity of the Company's assets, independence of personnel, financial independence, organizational independence and business independence, and shall not in any manner affect the independence of the Company; and

(9)

Other provisions of applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the stock exchange, and these Articles of Association.

Where the controlling shareholder or actual controller of the Company does not serve as a director but actually manages the affairs of the Company, the provisions of the Articles of Association regarding the fiduciary duties and duty of diligence of directors shall apply. Where the controlling shareholder or actual controller of the Company instructs directors or senior management to engage in acts that damage the interests of the Company or its shareholders, such controlling shareholder or actual controller shall bear joint and several liability with such directors or senior management.

General Rules of the General Meeting of Shareholders

The general meeting of shareholders shall be composed of all shareholders. The general meeting of shareholders is the organ of authority of the Company and shall exercise the following functions and powers in accordance with the law:

(1)

To elect and replace directors (excluding employee representative directors) and to determine the remuneration of the relevant directors;

(2)

To review and approve the report of the Board of Directors;

(3)

To review and approve the Company's profit distribution plan and loss recovery plan;

(4)

To pass resolutions on the increase or reduction of the Company's registered capital;

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Appendix IV Summary of Articles of Association

(5)

To pass resolutions on the issuance of corporate bonds or any class of shares, warrants and other similar securities by the Company, as well as matters relating to listing;

(6)

To pass resolutions on the merger, division, spin-off, dissolution, liquidation or change of corporate form of the Company;

(7)

To amend the Articles of Association;

(8)

To decide on the appointment or dismissal of the accounting firm responsible for the Company's audit services and its audit remuneration;

(9)

To review and approve proposals submitted by shareholders individually or collectively holding at least 1% of the voting shares of the Company;

(10) To review and approve transactions and matters relating to guarantees that are required to be resolved by the general meeting of shareholders as stipulated in the Articles of Association;

(11) To review and approve transactions between the Company and connected persons that are required to be reviewed by the general meeting of shareholders pursuant to the requirements of the Listing Rules;

(12) To review and approve matters involving the cumulative purchase or sale of material assets within one year where the total amount exceeds 30% of the Company's total audited assets for the most recent period;

(13) To review and approve changes in the use of proceeds raised;

(14) To review and approve equity incentive plans and employee share ownership plans;

(15) To pass resolutions on specific circumstances for the repurchase by the Company of its own shares as specifically provided for in the Articles of Association; and

(16) Other matters that applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association provide shall be resolved by the general meeting of shareholders.

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Appendix IV Summary of Articles of Association

General meetings of shareholders are divided into two categories: annual general meetings and extraordinary general meetings. Annual general meetings shall be held once each year and shall be convened within six months after the end of the preceding financial year.

Where any of the following circumstances occurs, an extraordinary general meeting shall be convened within two months from the date on which the relevant event occurs:

(1)

The number of directors falls below two-thirds of the number stipulated in the PRC Company Law or the Articles of Association;

(2)

Share Capital

▶

The Company's unrecovered losses have reached one-third of the Company's total paid-in share capital;

(3)

Shareholders holding, individually or collectively, 10% or more of the shares of the Company request in writing the convening of such meeting;

(4)

The Board of Directors considers it necessary to convene such a meeting;

(5)

The Audit Committee proposes the convening of such a meeting;

(6)

Two or more Independent Non-executive Directors propose the convening of such a meeting; or

(7)

Other circumstances as stipulated by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, or the Articles of Association.

In the circumstances described in items (3), (4) or (5), the proposals put forward by the convener shall be included in the agenda of the general meeting of shareholders.

Convening of General Meetings of Shareholders

The Board of Directors shall convene a general meeting of shareholders within the prescribed period. With the consent of a majority of all Independent Non-executive Directors, the Independent Non-executive Directors may propose the convening of an extraordinary general meeting of shareholders. In accordance with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association, the Board of Directors shall, within ten (10) days from the date of receipt of the proposal, reply in writing as to whether it agrees to convene the extraordinary general meeting of shareholders. If the Board of Directors agrees to convene the meeting, a notice of the extraordinary general meeting of shareholders shall be issued within five (5) days from the date on which the resolution is passed; if the Board of Directors does not agree to convene the meeting, it shall state its reasons and make an announcement.

– IV-9 –

Appendix IV

Summary of Articles of Association

The Audit Committee may propose in writing the convening of an extraordinary general meeting of shareholders. In accordance with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association, the Board of Directors shall, within ten (10) days from the date of receipt of the proposal, reply in writing as to whether it agrees to convene the extraordinary general meeting of shareholders. If the Board of Directors agrees to convene the meeting, a notice of the extraordinary general meeting of shareholders shall be issued within five (5) days from the date on which the resolution is passed; any amendments made to the original proposal in such notice shall require the consent of the Audit Committee. If the Board of Directors does not agree to convene the meeting, or fails to respond within ten (10) days from the date of receipt of the proposal, it shall be deemed that the Board of Directors is unable to perform or has failed to perform its duties of convening a general meeting of shareholders, and the Audit Committee may convene and preside over such meeting on its own.

Shareholders holding, individually or collectively, 10% or more of the shares may request in writing the Board of Directors to convene an extraordinary general meeting of shareholders, and shall state the subject matter of the meeting. In accordance with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, the Articles of Association, and the rules of procedure for meetings, the Board of Directors shall, within ten (10) days from the date of receipt of the request, reply in writing as to whether it agrees to convene the extraordinary general meeting of shareholders. If the Board of Directors agrees to convene the meeting, a notice of the extraordinary general meeting of shareholders shall be issued within five (5) days from the date on which the resolution is passed; any amendments made to the original request in such notice shall require the consent of the requesting shareholders. If the Board of Directors does not agree to convene the meeting, or fails to respond in writing within ten (10) days from the date of receipt of the request, shareholders holding, individually or collectively, 10% or more of the shares may request in writing the Audit Committee to convene an extraordinary general meeting of shareholders. If the Audit Committee agrees to convene the meeting, a notice of the extraordinary general meeting of shareholders shall be issued within five (5) days from the date of receipt of the request; any amendments made to the original request in such notice shall require the consent of the requesting shareholders. If the Audit Committee fails to issue the notice of the meeting within the prescribed period, it shall be deemed that the Audit Committee is unable to convene and preside over the general meeting of shareholders, and shareholders who have continuously held 10% or more of the shares of the Company for ninety (90) days or more may convene and preside over the meeting on their own.

If the Audit Committee or shareholders convene and preside over a general meeting of shareholders on their own, the necessary expenses for convening the meeting shall be borne by the Company and may be deducted as compensation from amounts payable by the Company to the delinquent directors.

– IV-10 –

Appendix IV

Summary of Articles of Association

Notice of General Meetings of Shareholders

For the convening of an annual general meeting of shareholders, the convener shall notify all shareholders by announcement at least twenty-one (21) days before the date of the meeting. For the convening of an extraordinary general meeting of shareholders, the convener shall notify all shareholders by announcement at least ten (10) business days or fifteen (15) days (whichever is longer) before the date of the meeting. Where applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association provide otherwise, such provisions shall prevail. The above periods shall not include the date on which the meeting is held.

The notice of a general meeting of shareholders shall be issued in writing (including paper documents or electronic documents meeting the requirements of the relevant regulatory rules of the place of listing) and shall contain the following particulars:

(1)

The time, venue and duration of the meeting;

(2)

The manner in which the meeting is to be held;

(3)

The matters to be considered and the proposals;

(4)

If any director, general manager or other senior management has a material interest in any matter to be considered at the meeting, the nature and extent of such interest shall be disclosed; if the effect of such matter on such persons as shareholders differs from the effect on other shareholders, such difference shall be explained;

(5)

Meeting materials necessary for shareholders to make their voting decisions;

(6)

A clear statement that all shareholders are entitled to attend the general meeting of shareholders, and may appoint a representative in writing to attend the meeting and vote on their behalf, and that the shareholder's proxy need not be a shareholder of the Company;

(7)

The time and address for delivery of the instrument appointing a proxy for voting;

(8)

The record date of shareholders entitled to attend the general meeting of shareholders;

(9)

The convener and chairperson of the meeting, the proposer of the extraordinary general meeting of shareholders, and such proposer's written proposals;

(10) The name and telephone number of the standing contact person for meeting affairs;

(11) The time and voting procedures for voting by means of the internet or other methods; and

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Appendix IV

Summary of Articles of Association

(12) The notice and supplemental notice shall contain information required by the Listing Rules and the Articles of Association, and shall fully, completely and accurately disclose all specific contents of the proposals and all information or explanations necessary for shareholders to make reasonable judgments. For matters on which Independent Non-executive Directors are required to express their opinions, such opinions and reasons shall be disclosed simultaneously with the issuance of the notice or supplemental notice of the general meeting of shareholders.

Proposals at General Meetings of Shareholders

When the Company convenes a general meeting of shareholders, shareholders holding, individually or collectively, 1% or more of the shares of the Company are entitled to submit new proposals to the Company, which shall be submitted in writing to the convener at least ten (10) days before the date of the meeting. The convener shall, within two (2) days of receipt of such proposals, issue a supplemental notice of the general meeting of shareholders announcing the contents of the new proposals, except where any extraordinary proposals violate applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the securities exchange, or the provisions of the Articles of Association, or exceed the scope of authority of the general meeting of shareholders.

Proxies at General Meetings of Shareholders

A shareholder may appoint one or more persons (who need not be shareholders) as his/her proxy to attend the general meeting of shareholders and exercise voting rights on his/her behalf within the scope of authorization.

The instrument of proxy issued by a shareholder for the appointment of a proxy to attend the general meeting of shareholders shall contain instructions on voting for, against or abstaining from each matter on the agenda of the general meeting of shareholders. The instrument of proxy shall state whether the proxy is permitted to vote at his/her own discretion in the absence of instructions from the shareholder. If no such statement is made, the proxy shall be deemed to have the right to vote at his/her own discretion.

If the appointing shareholder dies, loses capacity, revokes the instrument of proxy, withdraws the authorization for signing the instrument of proxy, or the shares held by such shareholder have been transferred prior to the vote, the vote cast by the appointed proxy shall remain valid provided that the Company has not received written notification of such circumstances prior to the commencement of the meeting.

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Appendix IV

Summary of Articles of Association

Resolutions of General Meetings of Shareholders

Resolutions of general meetings of shareholders are divided into ordinary resolutions and special resolutions. An ordinary resolution must be passed by more than half of the voting rights held by shareholders present at the general meeting of shareholders. A special resolution must be passed by two-thirds or more of the voting rights held by shareholders present at the general meeting of shareholders.

When voting at a general meeting of shareholders, a shareholder or his/her proxy shall exercise voting rights in respect of the voting shares held, with one vote for each share. A shareholder (including his/her proxy) holding two or more voting rights is not required to cast all votes in the same manner when voting for, against or abstaining from a proposal. However, shares held by the Company shall carry no voting rights, and such shares shall not be counted in the total number of shares carrying voting rights present at the general meeting of shareholders.

When a general meeting of shareholders considers connected transaction matters (as defined in the Listing Rules), connected shareholders or their close associates (as defined in the Listing Rules) shall not be entitled to vote, and the shares held by them shall not be counted in the total number of valid votes. The announcement of resolutions of the general meeting of shareholders shall fully disclose the voting results of non-connected shareholders. Prior to the consideration of connected transaction matters at a general meeting of shareholders, the Company shall determine the scope of connected shareholders in accordance with applicable laws, administrative regulations, departmental rules, normative documents, and securities regulatory provisions of the place of listing of the shares. Connected shareholders or their proxies may attend the general meeting of shareholders in accordance with the rules of procedure for meetings and present their opinions to the shareholders present.

The following matters shall be passed by ordinary resolutions at general meetings of shareholders:

(1)

The work report of the Board of Directors;

(2)

The profit distribution plan and loss recovery plan formulated by the Board of Directors;

(3)

The election and replacement of members of the Board of Directors other than employee representatives, and their remuneration and method of payment;

(4)

The appointment or dismissal of accounting firms and their audit remuneration;

(5)

Transaction and guarantee matters that are required by the Articles of Association to be resolved upon by a general meeting of shareholders;

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Appendix IV

Summary of Articles of Association

(6)

Connected transactions between the Company and connected persons that are required by the Listing Rules to be considered by a general meeting of shareholders;

(7)

Changes in the use of proceeds raised;

(8)

Equity incentive plans and employee share ownership plans; and

(9)

Other matters required to be resolved upon by a general meeting of shareholders, except for those that are required to be passed by special resolutions pursuant to applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory provisions of the place of listing of the shares, and the Articles of Association.

The following matters shall be passed by special resolutions at general meetings of shareholders:

(1)

Share Capital

▶

Increase or reduce the share capital of the Company;

(2)

Issue any class of shares, warrants and other similar securities and the listing of the Company (provided that such matters have not been authorized by the general meeting of shareholders to be handled by the Board of Directors);

(3)

Split, subdivide, consolidate or change the form of incorporation of the Company;

(4)

Terminate, dissolve or liquidate the Company;

(5)

Amend the Articles of Association;

(6)

Purchase, dispose of material assets or provide guarantees for others with a cumulative amount within one year exceeding 30% of the Company's total audited assets as of the most recent period;

(7)

Resolutions made in the specific circumstances expressly provided for in the Articles of Association regarding the Company's repurchase of its own shares; and

(8)

Other matters required to be passed by special resolution under applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association, as well as other matters that are considered by an ordinary resolution of the general meeting of shareholders to have a material impact on the Company and that are required to be passed by special resolution.

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Appendix IV

Summary of Articles of Association

Directors and the Board of Directors

Directors

Directors of the Company must be natural persons.

Non-employee representative directors shall be elected or replaced by the general meeting of shareholders, with a term of three years. Employee representative directors on the Board of Directors shall be democratically elected by the employees of the Company through the employees' representative congress, employees' congress or other forms. Upon expiration of their term, directors may be re-elected.

A director's term of office commences from the date of his/her appointment and ends on the date of expiry of the current Board of Directors' term. If a director's term expires but a successor director is not elected in a timely manner, the outgoing director shall continue to perform his/her duties as director in accordance with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association until the successor director takes office.

A director may resign before the expiry of his/her term by submitting a written resignation report to the Company. Such resignation shall take effect from the date on which the Company receives the resignation report, and the Company shall disclose the relevant information within the time limit prescribed by applicable laws, administrative regulations, departmental rules, normative documents, and securities regulatory requirements of the place of listing of the shares. A director shall not evade his/her responsibilities by resignation or otherwise. If a director's resignation causes the number of directors on the Board of Directors to fall below the statutory minimum, the outgoing director shall continue to perform his/her duties as director in accordance with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association until the successor director takes office.

The general meeting of shareholders may pass a resolution to remove a director. Such removal shall take effect on the date on which the resolution is passed. If a director is removed before the expiry of his/her term without justifiable cause, the director may claim compensation from the Company.

Chairman of the Board of Directors

The Board of Directors shall have one chairman, and may have vice-chairman(men), who shall be elected by a majority of all directors, with a term of three years, renewable upon re-election upon expiry of the term.

The chairman shall exercise the following powers:

(1)

To preside over the work of the Board of Directors and ensure the effective operation of the Board of Directors;

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Summary of Articles of Association

(2)

To preside over general meetings of shareholders, to convene and chair meetings of the Board of Directors, to formulate and approve the agenda for each Board meeting, to include items proposed by other directors in the agenda as appropriate, and to ensure that all directors attending the meeting are fully informed of the matters on the agenda;

(3)

To supervise and inspect the implementation of resolutions of the Board of Directors;

(4)

To sign securities issued by the Company;

(5)

To nominate to the Board of Directors candidates for the positions of the Company's General Manager, Chief Executive Officer (CEO), Co-Chief Executive Officer (Co-CEO), Chief Technology Officer (CTO), Board Secretary, and other senior management other than Executive Vice General Manager and Chief Financial Officer, provided that the final appointment shall be determined by the Board of Directors;

(6)

To ensure that directors receive sufficient, accurate, clear, complete and reliable information in a timely manner;

(7)

To ensure that appropriate measures are taken to maintain effective communication with shareholders, and to ensure that shareholders' views are communicated to the entire Board of Directors;

(8)

To ensure that the Company establishes good corporate governance practices and procedures;

(9)

To encourage directors with dissenting views to express their concerns, to allow sufficient time for discussion of relevant matters, and to ensure that Board resolutions fairly reflect the consensus of the Board of Directors;

(10) To approve other matters that are not within the scope of powers of the general meeting of shareholders, the Board of Directors, or the General Manager as prescribed by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, or the Articles of Association; and

(11) Other duties conferred by the Board of Directors.

If the chairman is unable to perform or fails to perform his/her duties, the vice-chairman shall perform his/her duties (if there are two or more vice-chairmen, the vice-chairman elected by all directors jointly shall perform his/her duties); if the vice-chairman is unable to perform or fails to perform his/her duties, a director jointly elected by all directors shall perform his/her duties.

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Summary of Articles of Association

Board of Directors

The Company shall establish a Board of Directors, consisting of 9 directors. The directors of the Company are classified as executive directors, non-executive directors, and independent non-executive directors. The number of independent non-executive directors shall not be less than one-third of the total number of Board members, and shall not be less than three persons.

The Board of Directors shall exercise the following powers:

(1)

To convene general meetings of shareholders and submit work reports to the general meeting of shareholders;

(2)

To implement resolutions of the general meeting of shareholders;

(3)

To determine the Company's business plans and investment proposals;

(4)

To formulate the Company's profit distribution plans and loss recovery plans;

(5)

To formulate plans for the Company's increase or reduction of registered capital, issuance of corporate bonds or other securities, or listing;

(6)

To review plans for material acquisitions, share repurchases, mergers, divisions, dissolutions or changes in the form of incorporation of the Company;

(7)

Within the scope of authorization by the general meeting of shareholders, to decide on the Company's external investments, acquisition and disposal of assets, asset pledges, external guarantees, entrusted wealth management, connected transactions, external donations and other matters;

(8)

To determine the establishment of the Company's internal management structure;

(9)

Based on the nomination of the chairman, to decide on the appointment or removal of the Company's General Manager, Chief Executive Officer (CEO), Co-Chief Executive Officer (Co-CEO), Chief Technology Officer (CTO), Board Secretary, and other senior management other than Executive Vice General Manager and Chief Financial Officer, and to determine their remuneration and rewards and penalties; based on the nomination of the General Manager, to decide on the appointment or removal of the Executive Vice General Manager and Chief Financial Officer, and to determine their remuneration and rewards and penalties;

(10) To formulate the Company's basic management systems;

(11) To formulate equity incentive plans and employee share ownership plans;

(12) To formulate proposals for amendments to the Articles of Association;

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Summary of Articles of Association

(13) To manage the Company's information disclosure affairs;

(14) To recommend to the general meeting of shareholders the appointment or replacement of the accounting firm providing audit services to the Company;

(15) To receive work reports from the Company's General Manager and to review the work of the General Manager;

(16) To pass resolutions in the specific circumstances expressly provided for in the Articles of Association regarding the Company's repurchase of its own shares; and

(17) Other powers conferred by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, the Articles of Association, or the general meeting of shareholders.

With the approval of more than half of the Board of Directors, the chairman may be authorized to exercise certain powers of the Board of Directors during the recess of the Board of Directors, with the specific matters to be determined by Board resolution. However, material matters of the Company shall be decided collectively by the Board of Directors, and powers that shall be exercised by the Board of Directors in accordance with the law shall not be delegated to the chairman, the General Manager, or any other person.

The Board of Directors shall explain to the general meeting of shareholders any non-standard audit opinion issued by the accounting firm on the Company's financial statements.

Board meetings are divided into regular meetings and extraordinary meetings. The Board of Directors shall hold at least four regular meetings per year, approximately once per quarter, convened by the chairman. The chairman shall meet with the independent non-executive directors at least once per year, and no other directors shall attend such meeting. Notice and relevant documents for regular meetings shall be delivered to all directors at least fourteen days prior to the date of the meeting (excluding the date of the meeting) to ensure that all directors are able to attend.

Notice of extraordinary meetings shall be delivered to all directors at least five days prior to the date of the meeting by facsimile, email or other means. In cases of emergency requiring the convening of an extraordinary Board meeting as soon as possible, notice may be given by telephone or other oral means, provided that the convener shall make an explanation at the meeting. With the consent of all directors of the Company, the foregoing notice period may be waived.

A Board meeting shall require the attendance of more than half of the directors to be held. For the purpose of determining whether a meeting meets the quorum requirement, any director who, or whose close associate (as defined in the Listing Rules), has an interest or association in the matter to be considered, or who is required to abstain from voting pursuant to the Listing Rules, shall not be counted towards the attendance at the meeting.

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Summary of Articles of Association

Each director shall have one vote. Resolutions on matters at Board meetings shall, unless otherwise provided in the Articles of Association, be passed by a majority of all directors. A director who, or whose close associate (as defined in the Listing Rules), has an interest or association in the matter to be considered, or who is required to abstain from voting pursuant to the Listing Rules, shall abstain from voting and shall not exercise voting rights on behalf of other directors.

If the votes in favor of and against a resolution are equal, the chairman shall have the right to cast one additional vote.

Directors shall attend Board meetings in person or actively participate through electronic means. If a director is unable to attend for any reason, he/she shall authorize another director to attend on his/her behalf in writing and shall submit a proxy to the Board of Directors. The authorized director shall exercise the director's rights within the scope of the authorization. A director who neither attends in person nor authorizes another person to attend a Board meeting shall be deemed to have waived his/her voting rights at that meeting.

Independent non-executive directors shall comply with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, the Articles of Association, and domestic and overseas securities regulatory requirements, shall diligently perform their duties, and shall play a role in participating in decision-making, supervision, checks and balances, and professional consultation on the Board of Directors, and shall safeguard the overall interests of the Company and the legitimate rights and interests of minority shareholders.

Board Special Committees

Audit Committee

The Board of Directors shall establish an audit committee to exercise the powers and functions of the supervisory board as prescribed under the PRC Company Law. The audit committee shall consist of at least three members, all of whom must be non-executive directors and shall not serve in the Company's senior management. A majority of the members of the audit committee must be independent non-executive directors, and at least one member must be an independent non-executive director who meets one of the following conditions: (i) holds an appropriate professional qualification recognized under the Hong Kong Listing Rules; or (ii) has appropriate accounting or related financial management expertise. The chairman of the audit committee must be an independent non-executive director. In addition, a majority of the members shall not hold any other position in the Company other than as a director, and shall not have any relationship with the Company that could affect their independent and objective judgment. Employee representative directors on the Board of Directors may serve as members of the audit committee. A former partner of the Company's current external auditor shall not serve as a member of the audit committee within two years from the later of: (1) the date on which he/she ceased to be a partner of the accounting firm; or (2) the date on which he/she ceased to hold any financial interest in the firm.

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Summary of Articles of Association

Nomination Committee and Remuneration Committee

The Board of Directors shall establish a nomination committee and a remuneration committee, which shall perform their duties in accordance with the Articles of Association and the authorization of the Board of Directors. Proposals passed by such committees shall be submitted to the Board of Directors for review and decision. The Board of Directors shall formulate detailed rules to govern the work of each committee.

The nomination committee shall be chaired by the chairman of the Board of Directors or an independent non-executive director; a majority of its members shall be independent non-executive directors, and it shall include at least one director of a different gender.

The remuneration committee shall be chaired by an independent non-executive director; a majority of its members shall be independent non-executive directors.

General Manager and Other Senior Management

The Company shall have one General Manager and may have Executive Vice General Manager(s), who shall be appointed or removed by the Board of Directors. The Company's senior management includes the General Manager, Executive Vice General Manager(s), Chief Executive Officer (CEO), Co-Chief Executive Officer (Co-CEO), Chief Technology Officer (CTO), Chief Financial Officer, and Board Secretary.

The term of office of the General Manager is three years, renewable upon re-election upon expiry of the term.

The General Manager is accountable to the Board of Directors and shall exercise the following powers:

(1)

To preside over the production, operations and management of the Company, to organize the implementation of Board meeting resolutions, and to report work to the Board of Directors;

(2)

To organize the implementation of the Company's annual business plans and investment proposals;

(3)

To formulate proposals for the establishment of the Company's internal management structure;

(4)

To formulate the Company's basic management systems;

(5)

To formulate the Company's specific rules and regulations;

(6)

To recommend to the Board of Directors the appointment or removal of the Executive Vice General Manager and Chief Financial Officer;

(7)

To appoint or remove management personnel other than those who shall be appointed or removed by the Board of Directors; and

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Appendix IV

(8)

Summary of Articles of Association

Other duties conferred by the Articles of Association or the Board of Directors.

The General Manager and Board Secretary shall attend Board meetings.

Senior management shall faithfully perform their duties and safeguard the best interests of the Company and all shareholders. If senior management fails to faithfully perform their duties or breaches their fiduciary obligations, causing losses to the interests of the Company and public shareholders, they shall be liable for compensation in accordance with the law.

Qualifications and Obligations of Directors and Senior Management

The following persons shall not serve as directors, General Manager or other senior management of the Company:

(1)

Persons with no civil capacity or with limited civil capacity;

(2)

Persons who have been sentenced for corruption, bribery, misappropriation of property, embezzlement of property, or destruction of the socialist market economic order; or who have been deprived of political rights for criminal offenses, where less than five years have elapsed since the completion of the sentence; and for persons who have been granted a suspended sentence, where less than two years have elapsed since the expiration of the suspension period;

(3)

Persons who served as directors, factory directors or managers of a company or enterprise that underwent bankruptcy liquidation and who bear personal responsibility for the bankruptcy of such company or enterprise, where less than three years have elapsed from the date on which such company or enterprise completed its bankruptcy liquidation;

(4)

Persons who served as legal representatives of a company or enterprise whose business license was revoked or which was ordered to close due to violations of the law, and who bear personal responsibility for the revocation of the business license or closure of such company or enterprise, where less than three years have elapsed from the date on which such company or enterprise had its business license revoked or was closed;

(5)

Persons who have outstanding debts of a relatively large amount that are overdue and unpaid, and who have been listed by a People's Court as dishonest judgment debtors;

(6)

Persons who have been explicitly prohibited from entering the securities market by the China Securities Regulatory Commission and whose prohibition period has not yet expired;

(7)

Persons who have been publicly determined by the stock exchange of the place of listing as unsuitable to serve as directors or senior management of a listed company, and whose disqualification period has not yet expired; or

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Summary of Articles of Association

(8)

Other circumstances prescribed by applicable laws, administrative regulations, departmental rules, normative documents, and securities regulatory requirements of the place of listing of the shares.

Directors shall comply with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association, and shall owe a duty of loyalty to the Company. Directors shall take measures to avoid conflicts between their own interests and those of the Company, and shall not take improper advantage of their positions. Such duties of loyalty include:

(1)

Not to offer bribes or receive other illegal income by making use of their powers and positions;

(2)

Not to misappropriate the Company's property or embezzle the Company's funds;

(3)

Not to open accounts in their own name or in the name of others to deposit the Company's funds or assets;

(4)

Not to lend the Company's funds to others or provide guarantees with the Company's assets for others in violation of the Articles of Association or without the approval of the general meeting of shareholders or the Board of Directors;

(5)

Not to seek commissions or other personal benefits in transactions with the Company;

(6)

Not to take advantage of their positions to seek for themselves or others business opportunities that should belong to the Company, except where the Board of Directors or the general meeting of shareholders has resolved or where applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association provide that such opportunities shall not be utilized by the Company;

(7)

Not to operate, for themselves or others, businesses that are the same as or similar to those of the Company without the approval of the Board of Directors or the general meeting of shareholders in accordance with the Articles of Association;

(8)

Not to enter into contracts or conduct transactions with the Company, directly or indirectly, without the approval of the Board of Directors or the general meeting of shareholders in accordance with the Articles of Association; this provision shall also apply where close relatives of a director, enterprises directly or indirectly controlled by such close relatives, or related parties having other connected relationships with the director enter into contracts or conduct transactions with the Company;

(9)

Not to disclose any confidential information relating to the Company without authorization;

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Summary of Articles of Association

(10) Not to use connected relationships to harm the interests of the Company; and

(11) Other duties of loyalty prescribed by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association.

Senior management shall also be subject to the foregoing duties of loyalty.

Directors shall comply with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association, and shall owe a duty of diligence to the Company. When performing their duties, directors shall act with reasonable care as managers and safeguard the best interests of the Company. Such duties of diligence include:

(1)

To exercise the powers conferred by the Company prudently, honestly and diligently, to ensure that the Company's business activities comply with applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and national economic policies, and are conducted within the business scope approved in the Company's business license;

(2)

To treat all shareholders equally;

(3)

To keep abreast of the Company's business and operating conditions in a timely manner;

(4)

To sign written confirmation opinions on the Company's periodic reports, so as to ensure that the information disclosed by the Company is true, accurate and complete;

(5)

To provide relevant information and materials to the audit committee truthfully, and not to obstruct the audit committee from exercising its powers; and

(6)

Other duties of diligence prescribed by applicable laws, administrative regulations, departmental rules, normative documents, securities regulatory requirements of the place of listing of the shares, and the Articles of Association.

Senior management shall be subject to the foregoing obligations.

FINANCIAL ACCOUNTING POLICIES

The Company shall formulate its financial and accounting systems in accordance with applicable laws, administrative regulations, departmental rules, normative documents, and the securities regulatory requirements of the place where the shares are listed.

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Appendix IV

Summary of Articles of Association

The Board of Directors shall, in accordance with applicable laws, administrative regulations, departmental rules, normative documents, and the securities regulatory requirements of the place where the shares are listed, submit the financial reports prepared by the Company to the annual general meeting of shareholders for consideration. The Company shall not establish any other accounting books other than those prescribed by law. The Company's assets shall not be deposited into any account opened in the name of any individual.

The financial reports shall be made available for inspection by shareholders twenty days prior to the convening of the annual general meeting of shareholders. Such financial reports shall include a report of the Board of Directors, a balance sheet (including all documents required to be attached pursuant to Chinese or other applicable laws, administrative regulations, departmental rules, normative documents, and the securities regulatory requirements of the place where the shares are listed), and a profit and loss statement (income statement) or statement of receipts and expenditures (cash flow statement), or a summary financial report approved by The Stock Exchange of Hong Kong Limited (provided that this does not contravene applicable Chinese laws, administrative regulations, departmental rules, or normative documents).

The Company shall, in accordance with international or Hong Kong accounting standards, prepare financial reports twice for each accounting year, namely: an annual report to be disclosed within four months from the end of such accounting year, and an interim report to be disclosed within three months from the end of the first six months of the accounting year. The Company shall disclose its annual results announcement within three months from the end of the accounting year, and its interim results announcement within two months from the end of the first six months of the accounting year. The Company shall prepare the aforesaid annual reports and interim reports in accordance with applicable laws, administrative regulations, departmental rules, normative documents, and the securities regulatory requirements of the place where the shares are listed, and shall report, disclose, and/or submit annual reports, interim reports, and other documents to shareholders. Where relevant laws, administrative regulations, departmental rules, normative documents, the securities regulatory requirements of the place where the shares are listed, or domestic and foreign securities regulatory authorities otherwise provide, such provisions shall prevail.

PROFIT DISTRIBUTION

When distributing the after-tax profits of the current year, the Company shall allocate 10% thereof to the Company's statutory surplus reserve. If the accumulated amount of the statutory surplus reserve has reached 50% of the Company's registered capital, no further allocation is required. If the statutory surplus reserve is insufficient to cover losses from previous years, the current year's profits shall first be applied to cover such losses before the statutory surplus reserve is allocated in accordance with the foregoing provisions.

After allocating to the statutory surplus reserve, the Company may, by resolution of the general meeting of shareholders, allocate a discretionary surplus reserve from the after-tax profits.

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Appendix IV

Summary of Articles of Association

After-tax profits remaining after covering losses and allocating to the surplus reserve shall be distributed to shareholders in proportion to their shareholdings, except where the Articles of Association provide otherwise for distribution not in proportion to shareholdings.

If the general meeting of shareholders distributes profits to shareholders in violation of the provisions of the PRC Company Law before covering losses and allocating to the statutory surplus reserve, the profits so distributed in violation shall be returned to the Company. Shareholders and responsible directors and senior management who are liable for losses caused to the Company by such unlawful distributions shall bear joint and several liability for compensation in accordance with the law.

Shares of the Company held by the Company itself shall not participate in profit distribution.

The Company's surplus reserve may be used to cover losses, expand operations, or be converted into registered capital. When covering the Company's losses, the discretionary surplus reserve and the statutory surplus reserve shall be used first, and if still insufficient, the capital reserve shall be used in accordance with relevant regulations.

When the statutory surplus reserve is converted into registered capital, the remaining balance of the statutory surplus reserve after such conversion shall not be less than 25% of the Company's registered capital prior to such conversion.

After the general meeting of shareholders has passed a resolution on the profit distribution plan, the Board of Directors shall complete the distribution of dividends within six months from the date on which the general meeting of shareholders is convened.

Any shareholder shall be entitled to receive interest on any calls paid in advance, but shall not be entitled to participate in any subsequent declared dividend distributions in respect of such prepaid amounts.

The Company shall appoint a receiving agent for holders of overseas-listed shares to receive on behalf of such shareholders dividends and other amounts payable by the Company in respect of the overseas-listed shares.

The receiving agent appointed by the Company shall meet the requirements of Hong Kong law and the relevant provisions of The Stock Exchange of Hong Kong Limited.

The receiving agent appointed by the Company for holders of overseas-listed shares listed on The Stock Exchange of Hong Kong Limited shall be a trust company registered under the Hong Kong Trustee Ordinance.

Subject to compliance with relevant laws and listing rules, the Company may forfeit any unclaimed dividends, but shall not exercise such right of forfeiture before the expiry of the applicable limitation period.

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Summary of Articles of Association

The Company shall also have the right to cease sending dividend warrants to holders of overseas-listed shares by post; however, such right may only be exercised when dividend warrants have on two or more consecutive occasions been left uncashed. However, where a dividend warrant is returned undelivered on the first occasion of posting, the Company may also exercise such right.

The Company has the right to issue scrip certificates to persons holding scrip certificates. A new certificate shall not be issued in replacement of a lost scrip certificate unless it can be reasonably established that the original has been lost. The Company has the right to sell the shares of untraceable holders of overseas-listed shares in such manner as the Board of Directors considers appropriate, provided that the following conditions are met:

(1) At least three dividends in respect of such shares have been declared during a period of twelve years, but none of such dividends has been claimed during that period; and

(2) After the expiry of the twelve-year period, the Company shall publish an announcement in one or more newspapers in Hong Kong stating its intention to sell such shares, and shall notify The Stock Exchange of Hong Kong Limited.

APPOINTMENT OF ACCOUNTING FIRMS

The Company shall, in accordance with relevant state regulations, appoint an independent accounting firm to audit its financial statements, verify its net assets, and provide other related consulting services. The term of appointment shall be one year and may be renewed.

The accounting firm appointed by the Company shall have the right to exercise the following powers:

(1) To inspect the Company's accounting books, records, or vouchers at any time, and to request directors, the general manager, or other senior management to provide relevant information and explanations;

(2) To require the Company to take all reasonable steps to obtain from its subsidiaries all information and explanations required by the accounting firm to perform its duties; and

(3) To attend general meetings of shareholders, to receive notices of meetings and other information relating to meetings sent to any shareholder, and to speak at general meetings on any matter concerning its capacity as the Company's accounting firm.

If a vacancy arises in the position of the accounting firm, the Board of Directors may appoint an accounting firm to fill such vacancy prior to the convening of a general meeting of shareholders. During such vacancy, any other accounting firm already appointed may continue to perform its duties.

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Summary of Articles of Association

Notwithstanding any provisions to the contrary in any contract between the Company and the accounting firm, the general meeting of shareholders may, by ordinary resolution, remove any accounting firm before the expiry of its term of appointment, but without prejudice to the right of such accounting firm to claim damages from the Company for such removal (if any) in accordance with the law.

The appointment, replacement, or removal of the accounting firm and its remuneration shall be determined by the general meeting of shareholders by ordinary resolution. The Board of Directors shall not appoint an accounting firm prior to a determination being made by the general meeting of shareholders.

If the Company intends to remove or not renew the appointment of an accounting firm, it shall notify the accounting firm fifteen days in advance, and the accounting firm shall have the right to express its views when the resolution for its removal is put to a vote at the general meeting of shareholders. If an accounting firm intends to resign, it shall explain to the general meeting of shareholders whether there are any improper circumstances in the Company.

MERGER AND DIVISION OF THE COMPANY

A merger of the Company may be effected by way of absorption or by way of consolidation into a new company.

If the Company merges with a company in which it holds ninety percent or more of the shares, no resolution of the general meeting of shareholders of the absorbed company is required, but other shareholders shall be notified and shall be given the right to require the Company to acquire their shares at a reasonable price.

If the merger consideration does not exceed ten percent of the Company's net assets, no resolution of the general meeting of shareholders is required either, unless otherwise provided by the Articles of Association, the securities regulatory requirements of the place where the shares are listed, or domestic and foreign securities regulatory authorities.

A merger conducted pursuant to the preceding two paragraphs without a resolution of the general meeting of shareholders shall be approved by a resolution of the Board of Directors.

When the Company undergoes a merger, the merging parties shall enter into a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten days from the date of the resolution approving the merger, and shall publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity System and the website of The Stock Exchange of Hong Kong Limited within thirty days. Upon completion of the merger, the creditor's rights and debts of the merging parties shall be assumed by the surviving company or the newly established company.

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Appendix IV

Summary of Articles of Association

When the Company undergoes a division, its assets shall be divided accordingly. The parties to the division shall each prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within ten days from the date of the resolution approving the division, and shall publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity System and the website of The Stock Exchange of Hong Kong Limited within thirty days. The companies resulting from the division shall bear joint and several liability for the debts of the Company prior to the division, except where the Company and its creditors have reached a written agreement on debt repayment prior to the division.

Where a merger or division of the Company results in a change in the Company's registered particulars, the Company shall apply to the company registration authority for change of registration in accordance with the law. Where the Company is dissolved, it shall apply for deregistration in accordance with the law. Where a new company is established, it shall apply for incorporation registration in accordance with the law.

DISSOLUTION AND LIQUIDATION OF THE COMPANY

The Company shall be dissolved upon the occurrence of any of the following circumstances:

(1) The business term expires or other grounds for dissolution specified in the Articles of Association arise;

(2) The general meeting of shareholders resolves to dissolve the Company;

(3) Dissolution is required due to a merger or division of the Company;

(4) The Company's business licence is revoked, it is ordered to close down, or it is dissolved in accordance with the law; or

(5) Where the Company encounters serious difficulties in its operations and management, and its continued existence would cause significant losses to the interests of shareholders, and such difficulties cannot be resolved through other means, shareholders holding 10% or more of the total voting rights petition the People's Court for dissolution.

If the Company is dissolved pursuant to items (1), (2), (4), and (5) above, liquidation shall be carried out. The directors shall be the obligors to carry out the Company's liquidation, and shall form a liquidation committee to conduct the liquidation within fifteen days from the date on which the grounds for dissolution arise. The members of the liquidation committee shall consist of directors, unless otherwise provided by the Articles of Association or unless other persons are elected by resolution of the general meeting of shareholders.

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Appendix IV

Summary of Articles of Association

If the liquidation committee is not established within the prescribed period, or after its establishment fails to carry out the liquidation, interested parties may apply to the People's Court to designate relevant persons to form a liquidation committee and conduct the liquidation.

The liquidation committee shall exercise the following powers during the liquidation period:

(1) To dispose of the Company's assets and prepare a balance sheet and an inventory of assets;

(2) To notify and publish announcements to creditors;

(3) To handle any outstanding business of the Company;

(4) To pay outstanding taxes and taxes arising during the liquidation period;

(5) To settle creditor's rights and debts;

(6) To distribute remaining assets after all debts have been repaid; and

(7) To represent the Company in civil litigation activities.

The liquidation committee shall notify creditors within ten days from the date of its establishment, and shall publish an announcement in a newspaper or on the National Enterprise Credit Information Publicity System within sixty days. Creditors shall submit their claims to the liquidation committee within thirty days from the date of receipt of the notice, or, in the case of creditors who have not received notice, within forty-five days from the date of the announcement.

Creditors shall state the relevant details of their claims and provide supporting documentation. The liquidation committee shall register the claims submitted by creditors.

During the period for submitting claims, the liquidation committee shall not repay any debts.

After taking stock of the Company's assets and preparing a balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and submit it to the general meeting of shareholders or the People's Court for confirmation.

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Summary of Articles of Association

The Company's assets shall be applied in the following order: payment of liquidation expenses; payment of employee wages, social insurance contributions, and statutory compensation; payment of outstanding taxes; and repayment of the Company's debts. The Company's remaining assets after repayment of all debts in accordance with the foregoing provisions shall be distributed to the Company's shareholders in proportion to their shareholdings.

During the liquidation period, the Company shall continue to exist but shall not engage in any business activities unrelated to the liquidation. Prior to the repayment of the Company's debts in accordance with the preceding paragraph, no assets of the Company shall be distributed to shareholders.

If the liquidation committee, after reviewing the Company's assets and preparing a balance sheet and an inventory of assets, finds that the assets are insufficient to repay all debts, it shall immediately apply to the People's Court for bankruptcy liquidation. After the People's Court accepts the bankruptcy application, the liquidation committee shall transfer the liquidation matters to the bankruptcy administrator designated by the People's Court.

Upon completion of the liquidation, the liquidation committee shall prepare a liquidation report, submit it to the general meeting of shareholders or the People's Court for confirmation, and submit the aforesaid documents to the Company's registration authority to apply for deregistration of the Company.

AMENDMENT OF ARTICLES OF ASSOCIATION

The Company shall amend its Articles of Association upon the occurrence of any of the following circumstances:

(1) Where the Articles of Association conflict with newly promulgated or implemented PRC Company Law, the Listing Rules, or other applicable laws, administrative regulations, departmental rules, normative documents, and the securities regulatory requirements of the place where the shares are listed;

(2) Where changes in the Company's registered particulars are inconsistent with the contents recorded in the Articles of Association; or

(3) Where the general meeting of shareholders passes a resolution to amend the Articles of Association.

– IV-30 –

Appendix IV

Summary of Articles of Association

Where amendments to the Articles of Association passed by the general meeting of shareholders are subject to approval by the relevant competent authority, they shall be submitted to the relevant competent authority for approval; where they involve changes in the Company's registered particulars, change of registration shall be effected in accordance with the law. The Board of Directors shall amend the Articles of Association in accordance with the resolutions of the general meeting of shareholders and the approval opinions of the relevant competent authorities.

If an amendment to the Articles of Association constitutes a matter required to be disclosed under applicable laws, administrative regulations, departmental rules, normative documents, and the securities regulatory requirements of the place where the shares are listed, such amendment shall be announced.

– IV-31 –

Appendix V

Statutory and General Information

FURTHER INFORMATION ABOUT THE COMPANY

Incorporation

The Company was incorporated in China as a limited liability company on 9 September 2019, and was converted in accordance with Chinese law in 2023

Share Capital

▶

On September 8, the Company was restructured into a joint stock limited company. As of the Latest Practicable Date, the registered share capital of the Company was RMB 42,225,702.

The Company has established a place of business in Hong Kong at Room 1919, 19th Floor, Lee Gardens One, 33 Hysan Avenue, Causeway Bay, Hong Kong, and was registered as a non-Hong Kong company in Hong Kong pursuant to Part 16 of the Companies Ordinance on August 24, 2023. Mr. Zeng Junhao has been appointed as our authorized representative in Hong Kong to accept service of legal process on behalf of the Company in Hong Kong, and his correspondence address is the same as the Company's place of business.

As we were incorporated in China, our corporate structure and articles of association are subject to the relevant laws and regulations of China. A summary of the relevant provisions of our articles of association is set out in "Appendix IV — Summary of Articles of Association."

Share Capital

▶

The changes in the share capital of our Group during the two years immediately preceding the date of this prospectus are as follows:

(a)

On 13 June 2024, the registered capital of Shanghai Biren Information (上海壁仞信息) was increased from RMB60,000,000 to RMB150,000,000.

(b)

On 26 July 2024, the registered capital of Shanghai Biren Information (上海壁仞信息) was increased from RMB150,000,000 to RMB220,000,000.

(c)

On 24 February 2025, (i) the registered capital of Beijing Biren (北京壁仞) was increased from RMB50,000,000 to RMB100,000,000; (ii) the registered capital of Hangzhou Biren (杭州壁仞) was increased from RMB20,000,000 to RMB50,000,000; and (iii) the registered capital of Guangzhou Biren (廣州壁仞) was increased from RMB20,000,000 to RMB30,000,000.

(d)

On 20 March 2025, the registered capital of Guangzhou Biren (廣州壁仞) was increased from RMB30,000,000 to RMB60,000,000.

(e)

Share Capital

▶

In addition, as of the Latest Practicable Date, the share capital of the Company and its subsidiaries has not undergone any changes within the two years prior to the date of publication of this prospectus.

A summary of the corporate information and details of the Company's subsidiaries is set out in Note 12 of the Accountants' Report in Appendix I to this prospectus.

Corporate Reorganization

The Company has not undergone any corporate reorganization. For details of the history and development of the Company, please refer to "History, Development and Corporate Structure."

Shareholders' Resolutions

Pursuant to the shareholders' general meeting held on June 25, 2025, our shareholders resolved (among other things):

(a) the Company to issue H Shares with a par value of RMB0.02 each and the listing of the H Shares on the Stock Exchange of Hong Kong;

(b)

Share Capital

▶

Appendix V

Statutory and General Information

The number of H Shares to be issued shall not exceed 25% of the total issued share capital of the Company as enlarged by the Global Offering, and the over-allotment option granted to the underwriters (or their representatives) shall not exceed 15% of the number of H Shares issued pursuant to the Global Offering;

(c)

To authorise the Board of Directors to handle all matters relating to (among other things) the Global Offering, the issue and listing of H Shares;

– V-2 –

Appendix V

Statutory and General Information

(d)

Upon completion of the Global Offering, to grant a general mandate to the Board of Directors to repurchase on the Stock Exchange H Shares in a total number not exceeding 10% of the total number of H Shares as at the date of completion of the Global Offering (excluding any additional H Shares that may be issued upon exercise of the over-allotment option and treasury shares (if any));

(e)

Upon completion of the Global Offering, to grant a general mandate to the Board of Directors to allot and issue shares at any time during the period ending on the earlier of the conclusion of the next annual general meeting of shareholders or the date on which such mandate is revoked or varied by shareholders by way of special resolution, on such terms and conditions and for such purposes and to such persons as the Board of Directors may in its absolute discretion think 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 total number of H Shares as at the date of completion of the Global Offering (excluding any additional H Shares that may be issued upon exercise of the over-allotment option and treasury shares (if any)); and

(f)

Upon completion of the Global Offering, to conditionally adopt the articles of association, which shall take effect on the Listing Date, and to authorise the Board of Directors to make amendments to the articles of association in accordance with relevant laws and regulations and as required by the Stock Exchange and relevant regulatory authorities in China.

Explanatory Memorandum on Repurchase of Own Securities The following paragraphs include (among other things) certain information required by the Stock Exchange to be included in this prospectus with regard to our repurchase of our own securities.

(a)

Reasons for Repurchase The Board of Directors considers that the repurchase of shares is in the best overall interests of the Company and its shareholders. The repurchase of shares can enhance investors' confidence in the Company and has a positive effect on maintaining the Company's reputation in the capital market. The Board of Directors will only conduct a repurchase where it believes that such repurchase will be beneficial to the Company and its shareholders as a whole.

– V-3 –

Appendix V

Statutory and General Information

(b)

Exercise of General Mandate to Repurchase Shares From the date on which the special resolution approving the grant of the general mandate to repurchase shares is passed at the annual general meeting of shareholders, the Board of Directors will be granted a general mandate to repurchase shares until the end of the relevant period. The general mandate to repurchase shares will expire on the earlier of the following dates: (i)

The conclusion of the next annual general meeting of the Company after listing, at which point such mandate will lapse unless renewed by special resolution passed at that meeting unconditionally or subject to conditions; or

(ii)

The date on which a special resolution is passed at any general meeting of the Company revoking or varying the authority granted by the resolution.

In addition, we are required to complete registration and approval procedures with the relevant government authorities in order to formally grant the repurchase mandate to the Board of Directors (if applicable). Full exercise of the general mandate to repurchase shares (calculated on the basis of 1,120,964,824 H Shares issued and outstanding as at the Listing Date, without taking into account any additional H Shares that may be issued upon exercise of the share offer size adjustment option, and assuming that no H Shares will be allotted, issued or repurchased on or before the date of the next annual general meeting held after listing) would result in the Company repurchasing a maximum of 112,096,482 H Shares during the relevant period (representing a maximum of 10% of the H Shares issued and outstanding as at the Listing Date (excluding any additional H Shares that may be issued upon exercise of the over-allotment option and treasury shares (if any))).

(c)

Source of Funds Upon repurchasing shares, the Company plans to use the Company's internal resources that may lawfully be applied for such purpose pursuant to the articles of association and applicable PRC laws, rules and regulations (which may include surplus funds and retained profits). The articles of association authorise the Company the power to repurchase its shares. To the extent permitted by the articles of association and applicable laws and regulations, any shares to be repurchased will be cancelled or held as treasury shares. The Company may not repurchase securities on the Stock Exchange with consideration other than cash or by any settlement method other than as stipulated in the trading rules issued by the Stock Exchange from time to time.

(d)

Suspension of Repurchases A listed company shall not repurchase its shares on the Stock Exchange at any time after it becomes aware of inside information until such inside information has been announced. In particular, during the 30-day period immediately preceding the earlier of: (i) the date on which a board meeting is held to approve any annual, half-yearly, quarterly or any other interim results of the company (whether or not required under the Listing Rules) (as determined by the date on which the Stock Exchange is first notified in accordance with the Listing Rules); and (ii) the deadline for the issuer to announce its annual or half-yearly results, or to announce quarterly or any other interim results (whether or not required under the Listing Rules), pursuant to the Listing Rules, up to the date of announcement of such results, the company may not repurchase its shares on the Stock Exchange, except in special circumstances.

(e)

Associates and Core Connected Persons No Director or (to the best of their knowledge after making all reasonable enquiries) any of their associates currently intends to sell any shares to the Company if the general mandate to repurchase shares is approved. No core connected person of the Company has notified the Company that he/she currently intends to sell shares to the Company, or has made any commitment to do so, if the general mandate to repurchase shares is approved.

(f)

Status of Repurchased Shares Subject to compliance with the articles of association, the Listing Rules and any other applicable laws and regulations, any shares to be repurchased will be cancelled or held as treasury shares.

(g)

Takeover Implications If, as a result of a repurchase of shares, the proportion of voting rights held by a shareholder in the 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 may obtain or consolidate control of the Company and may be required to make a mandatory offer pursuant to Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware that any repurchase made pursuant to the general mandate to repurchase shares would result in any consequences under the Takeovers Code.

(h)

General Based on the current financial position of the Company as disclosed in this prospectus, and having regard to the current working capital position, the Directors consider that, if the general mandate to repurchase shares were exercised in full, it might have a material adverse effect on the working capital and/or gearing position of the Company as compared with the position disclosed in this prospectus. However, the Directors do not propose to exercise the general mandate to repurchase shares to such extent as would have a material adverse effect on the working capital or gearing position of the Company.

– V-5 –

Appendix V

Statutory and General Information

The Directors will exercise the powers of the Company to conduct share repurchases in accordance with the Listing Rules and PRC law pursuant to the proposed resolution. There is nothing unusual about the statement and the general mandate to repurchase shares.

Further Information about the Business of the Company Summary of Material Contracts We have entered into the following contracts (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this prospectus that are or may be material:

(a)

The Company, 3W Fund Management Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated 18 December 2025 in relation to the subscription of H Shares at the Offer Price for a total amount in Hong Kong dollars equivalent to US$80.0 million;

(b)

The Company, QM120 Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated 18 December 2025 in relation to the subscription of H Shares at the Offer Price for a total amount in Hong Kong dollars equivalent to US$15.0 million;

(c)

The Company, QM125 Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated 18 December 2025 in relation to the subscription of H Shares at the Offer Price for a total amount in Hong Kong dollars equivalent to US$20.0 million;

(d)

The Company, Aspex Master Fund, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated 18 December 2025 in relation to the subscription of H Shares at the Offer Price for a total amount in Hong Kong dollars equivalent to US$30.0 million;

(e)

The Company, WT Asset Management Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited

– V-6 –

– V-9 –

Appendix V

Statutory and General Information

(u)

The Company, Fullgoal Asset Management (HK) Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated 18 December 2025 in relation to the subscription of H Shares at the Offer Price for a total amount in Hong Kong dollars equivalent to US$3.2 million;

(v)

The Company, Yeebo Alpha Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated 18 December 2025 in relation to the subscription of H Shares at the Offer Price for a total amount in Hong Kong dollars equivalent to US$6.5 million;

(w)

– V-10 –

Appendix V

Statutory and General Information

(x)

The Company, Tessy Holding Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated December 18, 2025 in relation to the subscription of H Shares at the Offer Price in a total amount in Hong Kong dollars equivalent to US$5.0 million;

(x)

The Company, Enhanced Investment Products Limited, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited, Ping An Securities (Hong Kong) Limited and CLSA Limited have entered into a cornerstone investment agreement dated December 18, 2025 in relation to the subscription of H Shares at the Offer Price in a total amount in Hong Kong dollars equivalent to US$5.0 million;

(y)

The Company, New Opportunities SPC-Initial Growth SP, China International Capital Corporation Hong Kong Securities Limited, Ping An Capital (Hong Kong) Limited, BOC International (Asia) Limited and Ping An Securities (Hong Kong) Limited have entered into a cornerstone investment agreement dated December 18, 2025 in relation to the subscription of H Shares at the Offer Price in a total amount in Hong Kong dollars equivalent to US$5.0 million; and

(z)

The Hong Kong Underwriting Agreement.

– V-10 –

Appendix V

Statutory and General Information

Intellectual Property

Trademarks As of the Latest Practicable Date, the Group has registered the following trademarks which we consider to be material or potentially material to our business:

| Serial No. | Trademark | |---|---| | 1. | | | 2. | | | 3. | | | 4. | | | 5. | | | 6. | | | 7. | | | 8. | | | 9. | | | 10. | | | 11. | | | 12. | | | 13. | | | 14. | |

– V-11 –

Appendix V

Statutory and General Information

| Serial No. | Trademark | |---|---| | 15. | | | 16. | | | 17. | | | 18. | | | 19. | | | 20. | | | 21. | | | 22. | |

Patents and Software Copyrights For details of registered patents and software copyrights which we consider to be material or potentially material to our business as of the Latest Practicable Date, please refer to "Business — Intellectual Property."

Domain Names As of the Latest Practicable Date, the Company has registered the following internet domain names which we consider to be material or potentially material to our business:

| Serial No. | Domain Name | |---|---| | 1. | birentech.com | | 2. | birentech.cn | | 3. | biren.cn | | 4. | biren.com.cn | | 5. | biren.cloud | | 6. | biren.info | | 7. | birensupa.com | | 8. | birensupa.cn |

Save as disclosed above, as of the Latest Practicable Date, there are no other intellectual property rights that are material to our business.

– V-12 –

Appendix V

Statutory and General Information

Further Information on Our Directors, Senior Management and Principal Shareholders

1. Disclosure of Interests

Save as disclosed below, immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), to the best knowledge of our Directors, each Director and chief executive officer's interests and short positions in the shares, underlying shares and debentures of the Company or its associated corporations (as defined in Part XV of the Securities and Futures Ordinance) which will be required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which they are taken or deemed to have under such provisions of the Securities and Futures Ordinance), or which will be required to be entered in the register required to be kept under Section 352 of the Securities and Futures Ordinance, or which will be required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, will be as follows:

Interests in the Company

| Name | Nature of Interest | Percentage of relevant share class held following Global Offering | Percentage of the Company's total share capital held following Global Offering | |---|---|---|---| | Mr. Zhang (2) | Beneficial Owner | | |

Share Capital

▶

Appendix 5 Statutory and General Information

| | Shares Held (Number and Class) | Approximate Shareholding Percentage (%) (1) | Approximate Shareholding Percentage (%) | |---|---|---|---| | | 183,174,800 Unlisted Shares | 14.80 | 7.77 | | Interests of Controlled Corporations | 191,221,400 Unlisted Shares | 15.45 | 8.11 |

Notes: (1) The calculation is based on a total of 1,238,013,076 unlisted shares and 1,120,964,824 issued H Shares upon completion of the Global Offering, and assumes that neither the Offer Size Adjustment Option nor the Over-allotment Option is exercised.

(2) Pursuant to the Concert Party Agreement, Shanghai Biliren (上海壁立仞) and Mr. Zhang confirmed and acknowledged that they are acting in concert to control the decision-making and operational management of the Company at general meetings of shareholders. In the event that they are unable to reach consensus on matters relating to the Company, Shanghai Biliren shall act in accordance with Mr. Zhang's instructions. Furthermore, Mr. Zhang has entered into a Voting Entrustment Agreement with (among others) Shanghai Zhuoren (上海卓仞) (as the general partner of Shanghai Biliren) and the general partners of all limited partners of Shanghai Biliren, and is therefore able to control Shanghai Biliren. For details, please refer to "History, Development and Corporate Structure — Concert Party Agreement and Voting Entrustment Agreement." Accordingly, Mr. Zhang is deemed to have an interest in the shares held by Shanghai Biliren under the Securities and Futures Ordinance.

– V-13 –

Interests in Associated Corporations None of our Directors holds any interest in any associated corporation of the Company.

2. Substantial Shareholders For information on persons who will, immediately following completion of the Global Offering, have interests or short positions in our shares or underlying shares which are required to be disclosed to the Company and The Stock Exchange of Hong Kong Limited pursuant to the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, please refer to "Substantial Shareholders."

As mentioned above, the Directors are not aware of any person (other than Directors or chief executives) who will, immediately following completion of the Global Offering, directly or indirectly hold shares carrying rights that would, under any circumstances, entitle such person to vote in any other member company of the Group at

Share Capital

▶

any other person holding 10% or more of the nominal value of any class of share capital carrying the right to vote at general meetings of the Company.

3. Service Contracts

We have entered into contracts with each of our Directors, which include (among other things) compliance with relevant laws and regulations, the articles of association and applicable arbitration provisions.

Our Directors have entered into service contracts with the Company. The principal terms of such service contracts include (a) a term of three years (corresponding to the term of the Board); and (b) termination provisions pursuant to their respective terms. Subject to shareholders' approval, our Directors may be re-appointed. The service contracts may be renewed in accordance with our articles of association and applicable rules.

Save as disclosed above, no service contracts (excluding contracts expiring or terminable by the employer within one year without payment of compensation (other than statutory compensation)) have been entered into or are intended to be entered into by any Director in his or her capacity as a Director.

4. Directors' Remuneration

Save as disclosed in the section headed "Directors and Senior Management" and Note 40 to the Accountants' Report in Appendix I of this prospectus, our Directors did not receive any other benefits in kind from us during the three financial years ended 31 December 2022, 2023 and 2024 and the six months ended 30 June 2025.

– V-14 –

Appendix V Statutory and General Information

5. Pre-IPO Employee Incentive Plan

The following is a summary of the principal terms of the Pre-IPO Employee Incentive Plan approved and adopted by the Board on 24 April 2024. The terms of the Pre-IPO Employee Incentive Plan are not subject to the requirements of Chapter 17 of the Listing Rules, as the Pre-IPO Employee Incentive Plan does not involve the grant of awards or options after the listing of the Company. As the relevant shares under the Pre-IPO Employee Incentive Plan have already been issued, the vesting of shares under the Pre-IPO Employee Incentive Plan will not have any dilutive effect on the issued shares. For details of the awards granted to grantees under the Pre-IPO Employee Incentive Plan, please refer to "History, Development and Corporate Structure — Pre-IPO Employee Incentive Plan."

Purpose

The Pre-IPO Employee Incentive Plan is designed to promote the development and cohesion of the Group, attract outstanding talent, and reward and motivate participants who have made significant contributions to the Group.

Administration of the Pre-IPO Employee Incentive Plan

Subject to applicable laws and regulations and the rules of the Pre-IPO Employee Incentive Plan (the "Plan Rules"), the Board has the authority to approve the following matters, and upon Board approval, the administrator of the Pre-IPO Employee Incentive Plan (the "Plan Administrator") shall assist in implementing the following:

(1) approving, establishing or modifying the grant limits of the Pre-IPO Employee Incentive Plan;

(2) approving amendments, adjustments or termination of the Pre-IPO Employee Incentive Plan;

(3) approving the grant of awards to key personnel of the Group or external parties;

(4) appointing the Plan Administrator; and

(5) other matters as required by the Pre-IPO Employee Incentive Plan or as determined by Board resolutions.

The Plan Administrator shall be the Chairman (i.e., Mr. Zhang), who shall be responsible for the general management and implementation of the Pre-IPO Employee Incentive Plan, including but not limited to formulating plans for amendments, modifications or termination of the Pre-IPO Employee Incentive Plan, determining the eligibility of participants, interpreting the terms of the Pre-IPO Employee Incentive Plan and other relevant documents, and other matters as may be required by the Pre-IPO Employee Incentive Plan or as determined by Board resolutions.

– V-15 –

Appendix V Statutory and General Information

Award Limit

The maximum number of awards granted under the Pre-IPO Employee Incentive Plan shall not exceed 3,824,428 (the relevant shares

Share Capital

▶

shares being 191,221,400 shares, representing approximately 9.06% of the issued share capital as at the Latest Practicable Date). One Award shall represent a portion of the partnership interest in Shanghai Bili Ruo (上海壁立仞), and such partnership interest shall represent 50 shares held by Shanghai Bili Ruo (上海壁立仞).

**Eligibility** Employees, core technical personnel, core business personnel, directors and senior management of the Group, or other persons as determined by the Board or the Plan Administrator (as the case may be) pursuant to the Plan Rules, are eligible to participate in the Pre-IPO Employee Incentive Plan.

**Grant of Awards** The Plan Administrator is entitled to grant any eligible participant an Award (an "Award") in the form of a restricted share award (a "Restricted Share Award") or an option, to subscribe for the indirect limited partnership interests in Shanghai Bili Ruo (上海壁立仞) corresponding to the relevant Shares (i.e., the limited partnership interests of certain limited partners in Shanghai Bili Ruo (上海壁立仞)) pursuant to the Pre-IPO Employee Incentive Plan.

The grant of Awards shall be made pursuant to the Pre-IPO Employee Incentive Plan and in compliance with applicable laws and regulations. Each grantee of an Award shall enter into an Award Agreement and any other agreement as determined by the Plan Administrator pursuant to the Plan Rules. The date of grant of the Award and the terms of the Award shall be set out in the Award Agreement.

The Plan Administrator is entitled to determine the grant price of Restricted Share Awards and the exercise price of options.

**Vesting and Exercise of Awards** Any granted option shall be vested and exercisable, and any granted Restricted Share Award shall be vested and settled pursuant to the terms set out in the Pre-IPO Employee Incentive Plan and the conditions set out in the relevant Award Agreement.

– V-16 –

Appendix V

Statutory and General Information

Subject to the Plan Rules and unless otherwise determined by the Plan Administrator, the vesting schedule of Awards under the Pre-IPO Employee Incentive Plan is as follows: (i) 20% shall vest two years after the date of grant; (ii) 20% shall vest three years after the date of grant; (iii) 30% shall vest four years after the date of grant; and (iv) 30% shall vest five years after the date of grant. Grantees must also satisfy the relevant vesting conditions stipulated in the Plan Rules, including (among others) the continued provision of services to the Group by the relevant grantee, the relevant grantee passing the annual performance review with an assessment result of at least B+, and any other vesting conditions as stipulated in the Award Agreement.

Participants in the Pre-IPO Employee Incentive Plan are subject to the lock-up periods and restrictions set out in the Plan Rules and applicable laws and regulations. During such lock-up and restriction periods, grantees may not sell, pledge, transfer, encumber, or create any third-party interest in, or otherwise dispose of, any part or all of the Awards or the relevant interests.

**Rights of Grantees** Pursuant to the Plan Rules, grantees are only entitled to share in profits as limited partners of the relevant employee incentive platform, but are not entitled to any other rights, including but not limited to voting rights or decision-making rights in relation to matters of the relevant employee incentive platform. Such rights shall be exercised by the Plan Administrator or the general partner of the relevant employee incentive platform, subject to any applicable laws and regulations and/or the listing rules of any stock exchange (including but not limited to the Listing Rules). For the avoidance of doubt, grantees are not entitled to directly hold any partnership interest in Shanghai Bili Ruo (上海壁立仞) or the Shares.

Statutory and General Information

Other Information

Disclaimers Save as disclosed in this prospectus:

(a) No director or any party listed under "Qualifications of Experts" in this Appendix: (i) has any interest in the promotion of the Company or in any assets acquired or disposed of or leased or proposed to be acquired or disposed of or leased by the Company within the two years immediately preceding the date of this prospectus; (ii) has any material interest in any contract or arrangement subsisting as at the date of this prospectus which is significant in relation to the business of the Company;

(b) Save in respect of the Hong Kong Underwriting Agreement and the International Underwriting Agreement, each of the parties listed under "Qualifications of Experts" in this Appendix has not: (i) held any legal or beneficial interest in any shares of any member of the Group; or (ii) had any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities in any member of the Group;

(c) No director or any of their close associates or any shareholder of the Company (which, to the knowledge of the directors, holds more than

Share Capital

▶

No director is a director or employee of a company in which he or she has an interest in the share capital of our Company, where such interest is required to be disclosed pursuant to Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance following the listing of the H Shares on the Stock Exchange of Hong Kong.

Estate Duty Our directors have been informed that it is unlikely that our Company or our subsidiaries will incur any material estate duty liability.

– V-21 –

Appendix V

Statutory and General Information

Litigation As of the Latest Practicable Date, no member of the Group is involved in any material litigation, arbitration, administrative proceedings or claims, and, to the best knowledge of our Company, no material litigation, arbitration, administrative proceedings or claims are pending or threatened against any member of the Group.

Joint Sponsors The Joint Sponsors have made an application on behalf of our Company to the Listing Committee for the listing of and permission to deal in the H Shares. Our Company has made all necessary arrangements to enable the securities to be admitted into CCASS.

China International Capital Corporation Hong Kong Securities Limited and BOCI Asia Limited satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.

Ping An Insurance (Group) Company of China, Ltd. ("Ping An Group") (stock codes: 02318.HK and 601318.SH) is the holding company of Ping An Insurance (Overseas) (Holdings) Limited ("Ping An Insurance") and China Ping An Capital (Hong Kong) Limited ("Ping An Capital"). Since 2024, subsidiaries of Ping An Group have been suppliers and customers of the Group, and therefore Ping An Capital may be regarded as having a business relationship with the Group. Accordingly, Ping An Capital does not satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.

Our Company will pay a total fee of US$800,000 to the Joint Sponsors for acting as sponsors in connection with the Listing.

Preliminary Expenses Our Company has not incurred any material preliminary expenses.

– V-22 –

Appendix V

Statutory and General Information

Qualifications of Experts The qualifications of the experts who have given opinions or advice in this prospectus are as follows:

| Name | Qualifications | |---|---| | China International Capital Corporation Hong Kong Securities Limited | A licensed corporation to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts) and Type 6 (advising on corporate finance) regulated activities (as defined in the Securities and Futures Ordinance) | | China Ping An Capital (Hong Kong) Limited | A licensed corporation to carry out Type 6 (advising on corporate finance) regulated activities (as defined in the Securities and Futures Ordinance) | | BOCI Asia Limited | A licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities (as defined in the Securities and Futures Ordinance) | | PricewaterhouseCoopers | Certified Public Accountants practising under the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong) and registered public interest entity auditors under the Accounting and Financial Reporting Council Ordinance (Chapter 588 of the Laws of Hong Kong) | | Fangda Partners | Legal advisers as to PRC law | | CIC Advisory Limited (灼识行业咨询有限公司) | Independent industry consultant | | Aevitas Valuation Consulting Limited (艾华迪评估咨询有限公司) | Independent property valuer | | Jacobson Burton Kelley PLLC | Legal advisers on U.S. sanctions and export control laws |

Consents of Experts Each of the experts referred to in "Qualifications of Experts" in this Appendix has given and has not withdrawn his/her/its written consent to the issue of this prospectus with the inclusion of his/her/its certificate, letter, opinion or report and references to his/her/its name in the form and context in which they appear in this prospectus.

– V-23 –

Appendix V

Statutory and General Information

None of the above experts has any shareholding interest in or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities of our Company or any member of our Group.

Compliance Adviser Our Company has appointed Maishe Capital Limited as our compliance adviser after Listing in compliance with Rule 3A.19 of the Hong Kong Listing Rules.

Taxation of H Shareholders Dealings in and transfers of H Shares registered on the Hong Kong branch register of members of our Company are subject to Hong Kong stamp duty. The current rate of stamp duty chargeable on each of the buyer and the seller is 0.1% of the consideration or the fair value of the shares of our Company being sold or transferred, whichever is higher.

No Material Adverse Change The Directors confirm that, as of the date of this prospectus, there has been no material adverse change in the financial position or prospects of our Company since June 30, 2025, and no event has occurred since June 30, 2025 that would materially and adversely affect the information set out in the accountants' report contained in Appendix I to this prospectus.

Binding Effect If any application is made pursuant to this prospectus, this prospectus shall have effect so as to render all persons concerned bound by all the applicable provisions (other than penal provisions) of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

Other Matters Save as disclosed in this prospectus:

(a) In the two years immediately preceding the date of this prospectus: (i) our Company has not issued or agreed to issue any shares fully paid or partly paid

Share Capital

▶

paid-up share capital or loan capital in exchange for cash or non-cash consideration; and (ii) the Company has not given any commission, discount, brokerage or other special terms in connection with the issue or sale of any shares of the Company;

(b)

the Company has not granted or conditionally or unconditionally agreed to grant any option over the shares or loan capital;

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Appendix V

Statutory and General Information

(c)

the Company has not issued or agreed to issue any founder shares, management shares or deferred shares;

(d)

there are no arrangements under which future dividends are waived or agreed to be waived;

(e)

no procedures have been established for the exercise of pre-emption rights or rights of subscription for transfer;

(f)

Share Capital

▶

Appendix Five

Statutory and General Information

Bilingual Prospectus

Pursuant to the exemption under Section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong), the English and Chinese versions of this prospectus are issued separately.

Promoters

The promoters of the Company are all the shareholders of the Company as at 8 September 2023, immediately prior to its conversion into a joint stock limited company. Save as disclosed in this prospectus, no cash, securities or benefits have been paid, allotted or given, or are proposed to be paid, allotted or given, to any of the above promoters in connection with the Global Offering or the related transactions described in this prospectus within the two years immediately preceding the date of this prospectus.

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Appendix Six

## Documents Delivered to the Registrar of Companies in Hong Kong and Documents Available for Inspection

Documents Delivered to the Registrar of Companies in Hong Kong

The documents delivered to the Registrar of Companies in Hong Kong for registration together with a copy of this prospectus are:

(a) the consent letters referred to in "Appendix Five — Statutory and General Information — Other Information — Consents of Experts"; and

(b) copies of the material contracts referred to in "Appendix Five — Statutory and General Information — Further Information about the Business of Our Company — Summary of Material Contracts".

Documents Available for Inspection

Copies of the following documents will be available for inspection on the website of the Stock Exchange at www.hkexnews.hk and our website at www.birentech.com for a period of 14 days from the date of this prospectus:

(1) the Articles of Association;

(2) the accountants' report prepared by PricewaterhouseCoopers relating to the financial years of the Group ended 2022, 2023 and 2024

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[Preceding content from the same chunk:]

Currently, no part of the share capital or debt securities (if any) of the Company is listed or dealt in on any stock exchange or trading system, and other than the Stock Exchange of Hong Kong, the Company is not currently seeking or has agreed to seek a listing or permission to deal on any other stock exchange;

(j) the Company has no outstanding convertible bonds or debentures;

(k) the Company is a joint stock limited company regulated by the Company Law of the People's Republic of China; and

(l) the Company has adopted a code of conduct for securities transactions by directors, the terms of which comply with the requirements of Appendix C3 to the Hong Kong Listing Rules, "Model Code for Securities Transactions by Directors of Listed Issuers".

Restrictions on Share Repurchase

Please refer to "Appendix Four — Summary of Articles of Association" for details.

– V-25 –

Financial Information

▶

APPENDIX VI

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND AVAILABLE FOR INSPECTION

financial data, the full text of which is set out in Appendix II to this prospectus;

(5) the property valuation report prepared by Aiwadi Appraisal Consulting Co., Ltd., the full text of which is set out in Appendix III to this prospectus;

(6) the material contracts referred to in "Appendix V – Statutory and General Information – Further Information About Our Business – Summary of Material Contracts";

(7) the consent letters referred to in "Appendix V – Statutory and General Information – Other Information – Expert Consents";

– VI-1 –

APPENDIX VI

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND AVAILABLE FOR INSPECTION

(8) the service contracts referred to in "Appendix V – Statutory and General Information – Further Information About Our Directors, Senior Management and Principal Shareholders – 3. Service Contracts";

(9) the legal opinion issued by our PRC legal counsel Fangda Partners in respect of general corporate matters and property interests of the Group under PRC law;

(10) the industry report issued by CIC (灼識諮詢);

(11) the legal opinion issued by Jacobson Burton Kelley PLLC, our legal counsel on US sanctions and export control laws, which sets out legal advice on matters relating to compliance with US sanctions and export control laws; and

(12) copies of the following PRC laws together with their unofficial English translations:

(i) the Company Law of the People's Republic of China (《中華人民共和國公司法》);

(ii) the Securities Law of the People's Republic of China (《中華人民共和國證券法》); and

(iii) the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》).

Shanghai Biren Technology Co., Ltd. (上海壁仞科技股份有限公司) IPO Prospectus

Key Risk Factors

Financial Highlights

Income Statement (USD)

Shareholders

Use of Proceeds

Preamble & Cover

上海壁仞科技股份有限公司

(A joint stock limited company incorporated in the People's Republic of China)

Stock Code: 6082

GLOBAL OFFERING

GLOBAL OFFERING Number of Offer Shares under the Global Offering

:

Number of Hong Kong Offer Shares Number of International Offer Shares

: :

Maximum Offer Price

:

Nominal Value Stock Code

: :

22 December 2025

You may apply for Hong Kong Offer Shares through one of the following methods:

(1) Online through the White Form eIPO service at www.hkeipo.hk; or

IMPORTANT NOTICE

EXPECTED TIMETABLE (1)

– i –

EXPECTED TIMETABLE (1)

– ii –

EXPECTED TIMETABLE(1)

– iii –

EXPECTED TIMETABLE(1)

– iv –

TABLE OF CONTENTS

Important Notice to Prospective Investors

Risk Factors

47

–v–

TABLE OF

CONTENTS

89

94

102

111

113

127

160

205

307

Share Capital

323

327

329

Use of Proceeds

416

420

434

447

Appendix I

I-1

Appendix II

Financial Information

II-1

Appendix III

III-1

Appendix IV

IV-1

Appendix V

V-1

Appendix VI

VI-1

– vi –

SUMMARY

AI Development and Application

AI

…

Large Models

Cloud Training

Empowering

BIRENSUPA Software Platform

Cloud Inference

Megatron-LM

Intellectual Property

Customers and Suppliers

Customers

SUMMARY

SUMMARY