Black Sesame International Holding Limited (黑芝麻智能國際控股有限公司) IPO Prospectus

Black Sesame International Holding Limited

黑芝麻智能國際控股有限公司*

黑芝麻智能國際控股有限公司 *

Black Sesame International Holding Limited

Black Sesame International Holding Limited 黑芝麻智能國際控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 2533

GLOBAL OFFERING

Joint Sponsors, Joint Overall Coordinators, Joint Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Overall Coordinator, Joint Global Coordinator and Joint Bookrunner

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Bookrunners

Joint Lead Manager *

For identification purposes only

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

Black Sesame International Holding Limited 黑芝麻智能國際控股有限公司* (Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING Number of Offer Shares under the Global Offering : 37,000,000 Shares (subject to the Offer Size Adjustment Option and the Over-allotment Option) Number of Hong Kong Offer Shares : 1,850,000 Shares (subject to reallocation and the Offer Size Adjustment Option) Number of International Offer Shares : 35,150,000 Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option) Maximum Offer Price : HK$30.30 per Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565% (payable in full on application, subject to refund) Nominal value : US$0.0001 per Share Stock code : 2533

Joint Sponsors, Joint Overall Coordinators, Joint Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Overall Coordinator, Joint Global Coordinator and Joint Bookrunner

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Bookrunners 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, having attached thereto the documents specified in "Documents Delivered to the Registrar of Companies and Available on Display" in Appendix V to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this Prospectus or any other document referred to above.

The Offer Price is expected to be fixed by agreement between the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Tuesday, August 6, 2024 (Hong Kong time) and, in any event, not later than 12:00 noon on Tuesday, August 6, 2024 (Hong Kong time). The Offer Price will be not more than HK$30.30 and is currently expected to be not less than HK$28.00 per Offer Share. If, for any reason, the Offer Price is not agreed by 12:00 noon on Tuesday, August 6, 2024 (Hong Kong time) between the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse.

Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, including the risk factors set out in "Risk Factors" in this Prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See "Underwriting – Underwriting Arrangements and Expenses – The Hong Kong Public Offering – Grounds for Termination" of this Prospectus.

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

Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies carry high investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Investors should fully understand the investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment decisions.

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

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

*

For identification purposes only

July 31, 2024

IMPORTANT

IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS

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

This Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the "HKEXnews > New Listings > New Listing Information" section, and our website at www.blacksesame.com.cn. If you require a printed copy of this Prospectus, you may download and print from the website addresses above.

To apply for the Hong Kong Offer Shares, you may:

(1) apply online through the HK eIPO White Form service in the IPO App (which can be downloaded by searching "IPO App" in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp) or at www.hkeipo.hk; or

(2) apply through the HKSCC EIPO channel to electronically cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions through HKSCC's FINI system to apply for the Hong Kong Offer Shares on your behalf.

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

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

Please refer to the section headed "How to Apply for Hong Kong Offer Shares" in this Prospectus for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically.

IMPORTANT

Your application must be for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select. If you are applying through the HK eIPO White Form service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective maximum amount payable on application in full upon application for Hong Kong Offer Shares. If you are applying through the HKSCC EIPO channel, you are required to pre-fund your application based on the amount specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong.

| No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/successful allotment HK$ | |---|---| | 100 | 3,060.55 | | 200 | 6,121.11 | | 300 | 9,181.67 | | 400 | 12,242.23 | | 500 | 15,302.79 | | 600 | 18,363.35 | | 700 | 21,423.90 | | 800 | 24,484.46 | | 900 | 27,545.02 | | 1,000 | 30,605.58 | | 1,500 | 45,908.37 | | 2,000 | 61,211.15 | | 2,500 | 76,513.94 | | 3,000 | 91,816.73 | | 3,500 | 107,119.51 | | 4,000 | 122,422.30 | | 4,500 | 137,725.08 | | 5,000 | 153,027.88 | | 6,000 | 183,633.45 | | 7,000 | 214,239.03 | | 8,000 | 244,844.60 | | 9,000 | 275,450.18 | | 10,000 | 306,055.75 | | 20,000 | 612,111.51 | | 30,000 | 918,167.26 | | 40,000 | 1,224,223.02 | | 50,000 | 1,530,278.78 | | 60,000 | 1,836,334.54 | | 70,000 | 2,142,390.29 | | 80,000 | 2,448,446.05 | | 90,000 | 2,754,501.80 | | 100,000 | 3,060,557.56 | | 200,000 | 6,121,115.10 | | 300,000 | 9,181,672.66 | | 400,000 | 12,242,230.20 | | 500,000 | 15,302,787.76 | | 600,000 | 18,363,345.30 | | 700,000 | 21,423,902.86 | | 800,000 | 24,484,460.40 | | 925,000(1) | 28,310,157.33 |

Notes:

(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially offered.

(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO White Form Service Provider) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.

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

EXPECTED TIMETABLE(1)

If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.blacksesame.com.cn.

Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, July 31, 2024

Latest time for completing electronic applications under the HK eIPO White Form service through one of the below ways:(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Monday, August 5, 2024

(1) the IPO App, which can be downloaded by searching "IPO App" in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp

(2) the designated website at www.hkeipo.hk

Application lists for the Hong Kong Public Offering open (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:45 a.m. on Monday, August 5, 2024 Latest time for (a) completing payment for the HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC (4) . . . . . . . . . . . .12:00 noon on Monday, August 5, 2024 If you are instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions through HKSCC's FINI system to apply for the Hong Kong Offer Shares on your behalf, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above. Application lists close (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12:00 noon on Monday, August 5, 2024 Expected Price Determination Date (5) . . . . . . . . . . . . . . . . . . . . . . .Tuesday, August 6, 2024 (1)

Announcement of: •

the Offer Price;

•

an indication of the level of interest in the International Placing, the level of applications in the Hong Kong Public Offering; and

•

the basis of allocations of the Hong Kong Offer Shares

–i–

EXPECTED TIMETABLE(1) to be published on our website at www.blacksesame.com.cn and the website of the Stock Exchange at www.hkexnews.hk on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 p.m. on Wednesday, August 7, 2024 (2)

Announcement of results of allocations in the Hong Kong Public Offering to be available through a variety of channels as described in "How to apply for Hong Kong Offer Shares – B. Publication of Results" from . . . . . . . . . . . . . . . . . . . .11:00 p.m. on Wednesday, August 7, 2024

(3)

Announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the websites of the Company and the Stock Exchange at www.blacksesame.com.cn (6) and www.hkexnews.hk from . . . . . . . . . . .11:00 p.m. on Wednesday, August 7, 2024

Results of allocation for the Hong Kong Public Offering will be available at "IPO Results" function in the IPO App or www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result) with a "search by ID" function from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11:00 p.m. on Wednesday, August 7, 2024 Dispatch of Share certificates or deposit of Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, August 7, 2024 Dispatch of HK eIPO White Form e-Auto Refund payment instructions/refund checks on or before (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, August 8, 2024 Dealings in the Shares on the Stock Exchange expected to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Thursday, August 8, 2024 (1)

All dates and times refer to Hong Kong local times and dates, except as otherwise stated.

(2)

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

– ii –

EXPECTED TIMETABLE(1) (3)

If there is a "black" rainstorm warning signal or a tropical cyclone warning signal number 8 or above and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, August 5, 2024, the application lists will not open and close on that day. See "How to Apply for Hong Kong Offer Shares – E. Severe Weather Arrangements."

(4)

Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC through HKSCC's FINI system should refer to the section headed "How to Apply for Hong Kong Offer Shares – A. Applications for Hong Kong Offer Shares – 2. Application Channels."

(5)

The Price Determination Date is expected to be on or about Tuesday, August 6, 2024 and, in any event, not later than 12:00 noon on Tuesday, August 6, 2024, or such other date as agreed among the parties. If, for any reason, the Offer Price is not agreed by 12:00 noon on Tuesday, August 6, 2024, or such other date as agreed among the parties, between the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse.

(6)

None of the websites or any of the information contained on the websites forms part of this Prospectus.

(7)

The Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is expected to be Thursday, August 8, 2024, provided that the Global Offering has become unconditional in all respects and none of the Underwriting Agreements have been terminated in accordance with their terms at or before that time. Investors who trade Shares on the basis of publicly available allocation details prior to the receipt of the Share certificates and prior to the Share certificates becoming valid evidence of title do so entirely at their own risk.

(8)

e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications, and also in respect of wholly or partially successful applications if the Offer Price is less than the price per Offer Share payable on application.

The above expected timetable is a summary only. You should read carefully the sections headed "Underwriting" and "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" for details relating to the Structure of the Global Offering, procedures on the applications for Hong Kong Offer Shares, and expected timetable, including conditions, effect of bad weather and the dispatch of refund cheques and Share Certificates.

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CONTENTS

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

You should only rely on the information contained in this Prospectus to make your investment decision. We have not authorized anyone to provide you with information that is different from what is contained in this Prospectus. Any information or representation not made in this Prospectus must not be relied on by you as having been authorized by us, the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers, the Underwriters, any of our or their respective directors or any other person or party involved in the Global Offering.

| | Page | |---|---| | Expected Timetable | i | | Contents | iv | | Summary | 1 | | Definitions | 32 | | Glossary of Technical Terms | 47 | | Forward-looking Statements | 58 | | Risk Factors | 60 | | Waivers from Strict Compliance with the Listing Rules and Exemptions from Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance | 106 |

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CONTENTS

| | Page | |---|---| | Information about this Prospectus and the Global Offering | 114 | | Directors and Parties Involved in the Global Offering | 119 | | Corporate Information | 125 | | Industry Overview | 128 | | Regulatory Overview | 145 | | History and Corporate Structure | 167 | | Business | 205 | | Directors and Senior Management | 303 | | Relationship with Our Single Largest Shareholder | 320 | | Substantial Shareholders | 325 | | Share Capital | 328 | | Cornerstone Investors | 335 | | Financial Information | 343 | | Future Plans and Use of Proceeds | 407 | | Underwriting | 415 | | Structure of the Global Offering | 429 | | How to Apply for Hong Kong Offer Shares | 444 | | Appendix I – Accountant's Report | I-1 | | Appendix II – Unaudited Pro Forma Financial Information | II-1 | | Appendix III – Summary of the Constitution of the Company and Cayman Islands Company Law | III-1 | | Appendix IV – Statutory and General Information | IV-1 | | Appendix V – Documents Delivered to the Registrar of Companies and Available on Display | V-1 |

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SUMMARY

This summary aims to give you an overview of the information contained in this Prospectus. As it is a summary, it does not contain all the information that may be important to you. You should read the whole Prospectus before you decide to invest in the Offer Shares. In particular, we are a specialist technology company seeking to list on the Main Board of the Hong Kong Stock Exchange under Chapter 18C of the Listing Rules because we are unable to meet the requirements under Rule 8.05 (1), (2) or (3) of the Listing Rules. There are unique challenges, risks and uncertainties associated with investing in companies such as ours. In addition, we have incurred operating loss since our inception, and we may incur adjusted net loss (non-IFRS measure) and operating loss for the foreseeable future. We had negative net cash flow from operating activities during the Track Record Period. We did not declare or pay any dividends during the Track Record Period and may not pay any dividends in the foreseeable future. Your investment decision should be made in light of these considerations.

There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in the section headed "Risk Factors" in this Prospectus. You should read that section carefully in full before you decide to invest in the Offer Shares.

OVERVIEW

We are an automotive-grade computing SoC¹ and SoC-based intelligent vehicle solution provider. SoC is an integrated circuit that integrates key electronic components including central processing units, memories, I/O interfaces and others. Automotive-grade computing SoCs empower intelligent vehicles with mission-critical capabilities. SoC-based intelligent vehicle solutions integrate SoCs embedded with our in-house developed IP cores² of ISP³ and NPU⁴, algorithms and support software of middleware and toolchain to meet broad customer needs. We have designed two series of automotive-grade SoCs, the Huashan Series high-computing power SoCs and the Wudang Series cross-domain SoCs. We started with and commercialized the Huashan Series high-computing power SoCs focusing on autonomous driving applications and recently introduced the Wudang Series cross-domain SoCs to expand from the core autonomous driving functions to cover more diverse and sophisticated demands for advanced functionalities of intelligent vehicles such as smart cockpit and automotive gateway, all achieved on a single SoC. Operating in the midstream of autonomous driving value chain as a Tier 2⁵ supplier, we provide autonomous driving products and solutions in the form of bundled SoC-based solutions and algorithm-based solutions. In terms of shipment of automotive-grade high-computing power SoCs in 2023, we are the third largest provider globally, according to Frost & Sullivan⁶.

Autonomous driving systems are a complex integral part of vehicles, so, automotive OEMs⁷ tend to adopt and stick with a few technology platforms for vehicle models at the same automation level. This improves efficiency and avoids high switching costs, resulting in automotive OEMs and Tier 1 suppliers⁸ forming long-term anchored partnerships with selected

–1–

SUMMARY

Tier 2 suppliers of autonomous driving SoC. Currently, most passenger vehicles are at automation levels up to L2+⁹, both in China and globally. This is expected to remain so for the next few years due to technological, regulatory, safety, cost and social challenges, according to Frost & Sullivan. We strategically prioritize L2 to L3 products at this stage, recognizing that product-market fit is crucial for commercial success. Based on our outstanding products and customer recognition:

• We had design wins for 23 vehicle models with 16 automotive OEMs and Tier 1 suppliers, as of the Latest Practicable Date.

• We started mass-production of Huashan A1000/A1000L SoCs in 2022. We shipped a total of over 156,000 units of our SoC products as of March 31, 2024.

• We announced our Wudang Series cross-domain SoCs in April 2023, the first in the industry to integrate autonomous driving, smart cockpit, body control and other computational domains, according to Frost & Sullivan.

• Our customer base grew from 45 in 2021 to 85 in 2023. We had 21 customers in the three months ended March 31, 2024. We had partnered with over 49 automotive OEMs and Tier 1 suppliers such as FAW Group, Dongfeng, JAC, HYCAN, ECARX, Baidu, Bosch, ZF Group and Marelli as of the Latest Practicable Date.

Notes: 1. SoC, system-on-chips, an integrated circuit that integrates most or all components of a computer or other electronic system

2. IP core, a reusable unit of logic, cell, or integrated circuit layout design that is the intellectual property of one party

3. ISP, image signal processor, a type of media processor or specialized digital signal processor used for image processing

4. NPU, neural processing unit, a microprocessor that specializes in the acceleration of machine learning algorithms

5. Tier 2 suppliers, companies in the automotive industry that supply parts or systems directly to Tier 1 suppliers, which in turn directly supply to automotive OEMs

6. According to Frost & Sullivan, it is a common practice in the autonomous driving industry and the automotive industry to use product shipment volume in units as an indicator to evaluate, compare and rank the market positions of SoC providers. The number of shipment volume usually reflects the acceptance and popularity of SoC provider's products and further implies the product performance and quality of a certain provider, according to the same source.

7. Automotive OEM, the original equipment manufacturer which assembles and installs automotive parts during the construction of a new vehicle

8. Tier 1 suppliers, companies that supply parts or systems directly to automotive OEMs

9. [Note 9 text continues in subsequent chunk]

SUMMARY

In 2021, 2022, 2023 and the three months ended March 31, 2024, the customer value from our key SoC-based solution customers (accounting for 80% of our revenue from SoC-based solutions) ranged from RMB0.1 million to RMB0.2 million, RMB2.6 million to RMB43.8 million, RMB9.6 million to RMB35.0 million and RMB3.3 million to RMB13.1 million, respectively.

我们的产品与服务

OUR OFFERINGS

During the Track Record Period, we engaged in the sales of autonomous driving products and solutions and intelligent imaging solutions, both of which are designated Specialist Technology Products as defined under Chapter 18C of the Listing Rules. We have adopted a transaction-based model for our autonomous driving products and solutions and intelligent imaging solutions. Our primary focus lies in the design, development, and implementation of intelligent vehicle SoC technology, as well as the provision of autonomous driving solutions across various automotive automation tiers. We do not provide SoCs as standalone hardware, but integrate them with other hardware, software, comprehensive technical support and services, such as MCUs, basic software, middleware, algorithms and toolkits to offer our customers bundled solutions. Capitalizing on our extensive knowledge and technical expertise in the realm of intelligent vehicle SoCs, especially autonomous driving SoCs and related IPs, we have managed to commercialize our products and solutions effectively. We offer a comprehensive suite of services, including IPs, chips, autonomous driving solutions and vehicle-to-everything solutions. Our open platform allows for software and hardware decoupling, providing automakers the freedom to select from our diverse range of offerings and enabling swift local adaptation and implementation.

–5–

主要功能 分析

Main Function Analysis

Major Customer Type1 and Customer Demand Driver Pricing and Payment

Semiconductors Why semiconductors (design): We develop advanced SoCs that are Major customer type: For autonomous When determining price for our (Design: logic and integrated with autonomous driving system and algorithms and driving products and solutions, our autonomous driving products and physical design, and applied to intelligent vehicles. SoCs are integrated circuit that customers are primarily passenger and solutions, we adopt tiered pricing validation and integrates most or all components of a computer or other electronic commercial vehicle OEMs and their Tier based on procurement amount and verification); and system. We are engaged in semiconductor design, covering the entire 1 suppliers. relationship with specific customers, logic and physical design, and validation and verification process. taking into consideration base factors (ii) Electric and The semiconductors designed by us are computing SoCs for electric Main drivers for customer demand: The such as the cost incurred and the autonomous and autonomous vehicles, achieving similar functions as CPUs for demand for intelligent vehicle SoCs pricing of major competitors. Pricing vehicles personal computers. stems from their high computing power, for SoC-based solutions mainly (Development of which is necessary to process a depends on the comprehensiveness of enabling Why electric and autonomous vehicles (development of enabling significant volume of low-latency data solutions provided, affected by technologies for technologies): Substantively, SoCs serve as the central computing and high-resolution images and videos factors such as the maximum number autonomous units for carrying out and realization of autonomous driving generated by the sensors in intelligent of sensors supported by SoCs and the vehicles). functions. On top of the high computing power provided by the SoCs, vehicles. In addition, automotive OEMs complexity of algorithms provided, our SoCs are also imbedded with our proprietary ISP and NPU and Tier 1 suppliers are looking for while pricing for algorithm-based modules, with ISP responsible for reception of camera inputs and products and solutions that could meet solutions mainly depends on the optimization of video quality, and NPU responsible for accelerated their various demands in one crosscomplexity of functionality, R&D inference of AI algorithms for computer vision (such as machine domain SoC or solution, facilitating their cycle and personnel involved, learning, deep learning, facial identification, dynamic range control smooth transition to intelligent vehicles. resulting in varied prices for different and de-noising), improving computational efficiency. In addition to SoCs integrate comprehensive software customers. Therefore, we price our our SoC offerings, we have developed a suite of hardware platforms and hardware stack to carry out complex solutions on a whole package basis and autonomous driving solutions to fully leverage the potential of tasks required to achieve autonomous and not only based on costs incurred automotive-grade SoCs. These solutions support autonomous driving driving and play a critical role in for the SoC hardware. functions across intelligent driving systems, safety systems and V2X intelligent vehicles, akin to the "new solutions, and are designed for rapid deployment. Our solutions could engines" of vehicles. We do not provide For supply of SoCs and autonomous be SoC-based or algorithm-based, with SoC-based solutions bundled SoCs as standalone hardware, but driving solutions, customers are with our proprietary SoCs (together with third-party MCUs), and integrate them with other hardware, generally required to pay the algorithm-based solutions carrying only third-party MCUs (with our software, comprehensive technical purchase price upon acceptance of algorithm embedded). Both SoC-based solutions and algorithm-based support and services, such as MCUs, our products or services. solutions support key autonomous driving functions of electric and basic software, middleware, algorithms autonomous vehicles. While our SoC hardware provides the high and toolkits to offer our customers For collaboration arrangements with computing power necessary for autonomous driving functions, our bundled solutions. The specific solutions automotive OEMs or Tier 1 suppliers algorithms provide software support to actually conduct the decisionprovided to certain customers eventually to design or tailor intelligent vehicle making process through digestion of data inputs and generation of depend on such customers' own demand. SoCs or autonomous driving computational results. Therefore, on top of our algorithm-based In some cases, customers request solutions for factory-installation on solutions facilitating basic autonomous driving applications such as comprehensive solutions so that they can required vehicle models, customers FCW (forward collision warning), LDW (lane departure warning), enjoy easy-to-use plug-and-play services; are typically required to make HMW (headway monitoring warning) and CMS (collision mitigation while in some other cases, customers are installment payments according to brake system), SoC-based solutions incorporate our SoCs and include more interested in the automotive prescribed development or production both software and hardware components, providing more powerful functions supported by the computing milestones. computing and enabling more comprehensive functions. Our in-house power provided by the SoCs and would developed technologies provide a robust perception and fusion like to develop capabilities on top of that See "Business – Customers" for more capability for autonomous driving, a critical component in enabling by their own. details. intelligent vehicles to perceive and understand their surroundings and make appropriate decisions.

Specialist Technology Industry Acceptable Sectors:

SUMMARY

Autonomous Driving Products and Solutions

*(i)*

The table below sets out a summary for how each of our autonomous driving products and solutions and intelligent imaging solutions falls within acceptable sectors of a Specialist Technology Industry as defined under Chapter 18C of the Listing Rules:

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**SUMMARY**

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| | Specialist Technology Products | Specialist Technology Industry Acceptable Sectors | Main Function Analysis | Major Customer Type¹ and Customer Demand Driver | Pricing and Payment | |---|---|---|---|---|---| | **(i) Autonomous Driving Products and Solutions** | Artificial intelligence (AI-empowered algorithm programming: image recognition and machine learning); and Artificial intelligence (AI solutions: the design and provision of AI solutions used in different industry verticals). | Why artificial intelligence (AI-empowered algorithm programming and AI solutions): Autonomous driving solutions encompass a broad range of perception and analysis functions based on image and video information. Empowered by proprietary AI algorithms developed for our autonomous driving solutions and tested in complex driving scenarios, we provide customers with advanced AI imaging algorithms and solutions. Our intelligent imaging solutions offer full-spectrum, mainstream image-enhancement optimization, which involves the analyzing, understanding, and improving of images, accomplished by AI methods such as machine learning and deep learning. According to Frost & Sullivan, our solutions leverage machine learning models and learn patterns from training data and enhance the image quality, enrich information, and strengthen image interpretation and recognition, achieving a series of functions including single-camera bokeh effect, light portrait beautification, facial identification, high dynamic range imaging and 3D depth effects. Moreover, our solutions, benefiting from our automotive-grade imaging capabilities, support parallel access to multicamera imaging systems. They can simultaneously process vast quantities of video and image content, which is particularly useful in complex environments with multiple moving subjects. | | | | | **(ii) Intelligent Imaging Solutions** | | | | Major customer type: For intelligent imaging solutions, our customers are primarily high-end consumer electronics manufacturers and intelligent electronics providers. Main driver for customer demand: Customers have the need to ramp up their products' imaging processing capabilities and deliver stronger performance. Our intelligent imaging solutions empower a broad range of devices of customers to facilitate intelligent perception and content enhancement through algorithms. | We mainly (i) license self-developed software and algorithms to customers from whom we charge licensing fees; and (ii) sell products with our proprietary algorithms embedded, and customers are generally required to pay the purchase price upon delivery. See "Business – Our Products and Solutions – Intelligent Imaging Solutions" for more details. |

> **Note 1:** The type of customers of autonomous driving products and solutions barely overlap with customers of intelligent imaging solutions. There was only one overlapping customer of autonomous driving products and solutions business and intelligent imaging solutions business in 2021. See "Business – Our Products and Solutions – Key Operating Data."

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**SUMMARY**

We focus on developing automotive-grade SoCs:

Huashan Series

- **A1000.** We launched A1000 in June 2020 with mass-production in 2022. A1000 offers 58 TOPS¹⁰ computing power on INT8¹¹. It is the first high-computing power autonomous driving SoC with proprietary IP cores developed and launched in China and the first SoC for L2+ and L3 with ASIL-B and AEC-Q100 Grade 2 certification in China, according to Frost & Sullivan.

- **A1000L.** A1000L was also launched in June 2020 and mass-produced in 2022, designed for L2 and L2+ autonomous driving and is ASIL-B and AEC-Q100 Grade 2 certified. A1000L offers 16 TOPS computing power on INT8.

- **A1000 Pro.** We launched A1000 Pro in April 2021 for L3 autonomous driving. A1000 Pro offers 106+ TOPS computing power on INT8. Being the first autonomous driving SoC with over 100 TOPS computing power developed and launched in China, it offers the highest computing power on INT8 among its peers in China, according to Frost & Sullivan.

In addition, targeting L3 and beyond, we are in the process of developing A2000 with a designed computing power of 250+ TOPS, one of the highest in the world among automotive-grade SoCs, according to Frost & Sullivan. SoCs with designed computing power of 250+ TOPS gained positive feedback from multiple automotive OEMs, and we believe we are able to seize the market opportunities through launch of A2000.

Wudang Series

- **C1200.** We announced C1200 in April 2023, a cross-domain SoC that integrates autonomous driving, smart cockpit and other computational functionalities, providing an innovative and cost-effective computing solution for intelligent vehicles. We have successfully completed the tape-out of C1200 and begun providing prototypes to potential customers. We are in the process of negotiation with renowned automotive OEMs for further collaboration.

In addition to our proprietary SoCs, we also offer autonomous driving support software to enable customization by customers in developing and deploying their applications on the SoCs:

Software

- **Operating System Support.** Our self-developed drivers and operating systems for SoCs offer comprehensive compatibility with various applications in intelligent vehicles.

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**SUMMARY**

- **Hanhai ADSP Middleware.** This platform assists customers in rapidly migrating and deploying applications, and is widely applicable to autonomous driving and vehicle-to-everything application scenarios.

- **Perception Algorithms.** Our advanced neural network visual perception algorithms fundamentally enhance image processing capabilities for autonomous driving.

SUMMARY

Notes: 10 TOPS，即每秒万亿次运算（tera operations per second），是衡量超级计算机或含多个处理器或SoC的高端电路板整体性能的指标。

11 INT8，计算机科学中的一种数据类型，常用作测试芯片算力的计算精度。

我们率先开发并在全球范围内商业化自动驾驶技术及解决方案。2020年，我们推出了智能驾驶解决方案BEST Drive及附加自适应安全系统Patronus。2021年、2022年、2023年及截至2023年3月31日止三个月和截至2024年3月31日止三个月，我们的收入分别为人民币6,050万元、人民币1.654亿元、人民币3.124亿元、人民币2,930万元及人民币2,750万元。下图展示了我们自动驾驶解决方案商业化的时间线，体现了我们对先进技术商业应用的持续承诺：

| 解决方案 | 智能影像解决方案 | ADAS及自动驾驶解决方案 | 附加自适应安全系统 | V2X边缘计算解决方案 | 华山SOM核心计算卡 | FAD平台 | |---|---|---|---|---|---|---| | 开始产生收入 | 2018年8月 | 2020年11月 | 2020年12月 | 2020年11月 | 2022年5月 | 2023年3月 |

下图展示了我们华山系列及武当系列SoC的推出时间线及其规格参数（如已推出），体现了我们对先进技术的持续应用：

| SoC | 华山A1000 | 华山A1000L | 华山A1000 Pro | 武当C1200 | 华山A2000 | |---|---|---|---|---|---| | 推出时间 | 2020年6月 | 2020年6月 | 2021年4月 | 2023年11月 | 预计2024年 | | 开始产生收入 | 2021年8月 | 2021年10月 | 2023年6月 | 预计2024年 | 预计2025年 | | 量产时间 | 2022年 | 2022年 | 预计2024年⁶ | 预计2024年 | 预计2026年 | | 制程节点¹ | 16nm | 16nm | 16nm | 7nm | 7nm | | 算力（INT8，TOPS）² | 58 | 16 | 106+ | 待验证⁸ | 不适用¹⁰ | | 功耗 | 18W | 15W | 25W | 10W⁹ | 不适用¹⁰ | | 摄像头通道数³ | 16 | 8 | 20 | 12 | 不适用¹⁰ | | ASIL⁴ | ASIL-B | ASIL-B | 不适用 | 不适用 | 不适用¹⁰ | | AEC-Q100⁵ | 2级 | 2级 | 2级⁷ | 不适用 | 不适用¹⁰ | | CPU核心数 | 11 | 11 | 11 | 不适用 | 不适用¹⁰ |

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SUMMARY

Notes: 1 制程节点是指特定的半导体制造工艺及其设计规则。不同节点通常意味着不同的电路世代和架构。

2 算力是指芯片每秒能够处理的信息数据量，以INT8精度按TOPS计算。

3 芯片所能支持的最大摄像头数量。

4 汽车安全完整性等级（Automotive Safety Integrity Level），是ISO 26262定义的风险分类体系。该标准识别了四个ASIL等级：ASIL A、ASIL B、ASIL C和ASIL D。ASIL D对产品提出最高的完整性要求，ASIL A要求最低。

5 AEC文件由汽车电子委员会（Automotive Electronics Council）零部件技术委员会制定，旨在规定通用电子元器件的资质要求。AEC-Q100定义了基于失效机制的集成电路应力测试资质标准。AEC-Q100按0级、1级、2级和3级定义了四个温度范围，具体范围取决于工作温度范围。0级规定了最大的温度范围。

6 以客户订单确认为前提。

7 正在进行中，已完成部分加速环境应力测试。

8 待进一步验证。

9 基于样品实测。

10 目前处于架构设计与开发阶段。

SUMMARY

(2) The Intelligent Imaging solutions offered by us are empowered by its proprietary AI imaging algorithms. The algorithms are developed through extensive machine learning and deep learning to improve its capability of image-enhancement optimization. Based on the review of the application scenarios of intelligent imaging solutions and interviews with our customers, our intelligent imaging solutions enable its customers to enhance the image quality, enrich information, and strengthen image interpretation and recognition, achieving a series of functions including single-camera bokeh effect, light portrait beautification, facial identification, high dynamic range imaging and 3D depth effects. According to Frost & Sullivan, our AI algorithms support the analysis, understanding and improvement of visual signals through AI models that learn patterns from training data and then apply such learned patterns, thereby achieving the goals of image enhancement. Compared with traditional image processing technologies, our AI algorithms achieve better performance in enhancing the image and video quality under various conditions. Moreover, our AI imaging solutions support parallel access to multicamera imaging systems. In other words, they can simultaneously process vast quantities of video and image content, which can be used in complex environments with multiple moving subjects. Based on above, we develop AI-empowered algorithm programming relating to image recognition and provides AI imaging solutions that can be used in different verticals.

With our primary focus on the design, development, and implementation of intelligent vehicle SoC technology, we operate on a fabless basis and we do not maintain manufacturing facilities or develop manufacturing capacity by ourselves. We currently engage TSMC to manufacture all of our SoCs. We purchase raw materials and services from TSMC primarily through our import agent Shanghai International Science and Technology Corp., Ltd during the Track Record Period.

OUR STRENGTHS

We believe the following competitive strengths contribute to our success:

• Commitment to Intelligent Vehicle SoCs with Expertise

• Proprietary Critical Technology from Purpose-Driven R&D

• Customer-centric Product Portfolio

• A User-friendly Open Platform for Customization and Re-development

• Broad Partners and Customer Base across the Industry Value Chain

• A Team of Veterans Combining Cross-sector and Market Expertise

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SUMMARY

OUR STRATEGIES

We will focus on the following key strategies to achieve our mission:

• Continue to Develop Intelligent Vehicle SoCs for Broader In-vehicle Computational Scenarios

• Further Enhance Our Open Ecosystem

• Further Develop and Commercialize Our Solutions and Technologies

• Extend Our Reach Globally

RESEARCH AND DEVELOPMENT

Our ability to develop new technologies, design new products and solutions, and enhance existing products and solutions is critical for maintaining our market position.

Our R&D team consists of dedicated talents with profound industry expertise, focusing on developing and commercializing our products and solutions which help maintain our technological advantages and market competitiveness. Each of our core R&D team members has more than 15 years of experience in engineering, with domestic or overseas working experience in reputable technology companies, such as Bosch, OmniVision, Qualcomm and ZTE. As of March 31, 2024, our R&D team consisted of 908 members, 63.7% of which held a master's degree or above. Our R&D team represented 86.3% of total employees as of the same date. We incurred R&D expenses of RMB595.4 million, RMB764.1 million, RMB1,362.5 million, RMB266.5 million and RMB339.4 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively, constituting 78.7%, 69.4%, 74.0%, 69.2% and 76.0% of our total operating expenditure for the respective periods.

We engaged in R&D of Huashan A1000 and A1000L SoCs from 2019 to August 2022, and R&D of Huashan A1000 Pro SoCs from June 2020 to June 2022, respectively. We started R&D of our A2000 SoCs from September 2022 and expect to announce the product in 2024. For details of our research projects, see "Business – Research and Development – Key Research Projects."

We have tailored standardized R&D processes for different products and solutions such as intelligent vehicle SoCs, autonomous driving solutions and intelligent imaging solutions. For details of our R&D process, see "Business – Research and Development – R&D Process."

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SUMMARY

INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights are important to our business. Our future commercial success depends, in part, on our ability to obtain and maintain patents and other intellectual property rights and proprietary protections for commercially important technologies, inventions and knowhow related to our business, defend and enforce our patents, preserve the confidentiality of our trade secrets, and operate without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. As confirmed by our Directors, during the Track Record Period and up to the Latest Practicable Date, we did not have any instances of infringement of third parties' intellectual property rights.

As of the Latest Practicable Date, we owned 58 registered patents in China and 75 registered patents in the United States, and 120 patent applications in China and 43 patent applications in the United States. As of the same date, we had two integrated circuit layout design registrations, 102 software copyrights in China, two software copyrights in the United States and 176 registered trademarks globally. See "Business – Intellectual Property Rights" for details of our material intellectual property rights.

We acquire patents through self-development. As of the Latest Practicable Date, we owned all of our patents as well as patent applications and had no co-own or co-share arrangements of our patents and patent applications with third parties.

CUSTOMERS AND SUPPLIERS

Our major customers are automotive OEMs and Tier 1 suppliers. Revenue generated from our largest customer in each year or period during the Track Record Period accounted for 40.7%, 43.5%, 15.2% and 47.7%, respectively, of our revenue for the respective year or period. Revenue generated from our five largest customers in each year or period during the Track Record Period accounted for 77.7%, 75.4%, 47.7% and 96.6%, respectively, of our revenue for the respective year or period.

Our major suppliers are tapeout and technical services, IP core and hardware components providers. Charges from our largest supplier in each year or period during the Track Record Period accounted for 28.7%, 18.1%, 10.8% and 16.7%, respectively, of our total purchase amount for the respective year or period. Charges from our five largest suppliers in each year or period during the Track Record Period accounted for 68.2%, 50.9%, 43.4% and 58.8%, respectively, of our total purchase amount for the respective year or period.

COMPETITIVE LANDSCAPE

The automotive-grade SoC and solution industries in which we operate are highly competitive. According to Frost & Sullivan, the global automotive-grade SoC market is expected to grow from RMB57.9 billion in 2023 to RMB205.3 billion in 2028, with a CAGR of 28.8% during the period. According to the same source, the global market size for SoC-based solutions for intelligent roads is expected to reach approximately RMB15.2 billion in 2026 and further to RMB39.8 billion in 2030.

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SUMMARY

We mainly compete with three major types of autonomous driving SoC providers in the autonomous driving SoC market, namely specific autonomous driving SoC providers, general chip providers and automotive OEM self-developers.

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, results of operations and financial condition may be materially and adversely affected.

For details, see "Industry Overview," "Business – Competition," "Business – Who We Are – Fast Growing Market" and "Risk Factors – Risks Relating to Our General Operations – The industries that we operate in are highly competitive. If we fail to compete with our competitors, our business, results of operations and financial condition may be materially and adversely affected."

RISK FACTORS

We are a specialist technology company seeking to list on the Main Board of the Stock Exchange under Chapter 18C of the Listing Rules. We are in the early stage of commercialization, with our SoCs going into mass production only in 2022. In addition, we have recorded operating loss since our inception, and expect to continue incurring adjusted net loss (non-IFRS measure) and operating loss for the years ending December 31, 2024 and 2025, respectively. We believe there are certain risks and uncertainties involved in the investing in our Shares, some of which are beyond our control. If any of such risks and uncertainties materializes, the market price of our Shares could decline, and you may lose all or part of your investments. See "Risk Factors" for details of our risk factors, which we urge you to read in full before making an investment in our Shares. Some of the major risks we face include:

• If we are unable to develop and introduce new products and solutions, our future business, results of operations, financial condition and competitive position would be materially and adversely affected.

• We have been and intend to continue investing significantly in R&D, which may adversely impact our profitability and operating cash flow and may not generate the results we expect to achieve.

• We may not be able to obtain or maintain adequate intellectual property rights protection for our product and solution candidates, or the scope of such intellectual property rights protection may not be sufficiently broad.

• We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful. Our patent rights relating to our products and solutions could be found invalid or unenforceable if being challenged in court or before the CNIPA intellectual property agencies in other jurisdictions.

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SUMMARY

SUMMARY OF HISTORICAL FINANCIAL INFORMATION

The following tables set forth summary financial data from our consolidated financial information for the Track Record Period, derived from the Accountant's Report set out in Appendix I. The summary consolidated financial data set forth below should be read together with the consolidated financial statements in this document, including the related notes. Our consolidated financial information was prepared in accordance with IFRS.

Selected items from the Consolidated Statements of Comprehensive (Loss)/Income

The following table sets forth a summary of our consolidated statements of comprehensive (loss)/income for the periods indicated:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | |---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | Amount | % of revenue | Amount | % of revenue | Amount | % of revenue | Amount | % of revenue | Amount | % of revenue | | (RMB in thousands, except for percentages) | | | | | | | (Unaudited) | | | | Revenue | 60,504 | 100.0 | 165,442 | 100.0 | 312,391 | 100.0 | 29,256 | 100.0 | 27,473 | 100.0 | | Cost of sales | (38,632) | (63.9) | (116,811) | (70.6) | (235,248) | (75.3) | (23,793) | (81.3) | (10,737) | (39.1) | | Gross profit | 21,872 | 36.1 | 48,631 | 29.4 | 77,143 | 24.7 | 5,463 | 18.7 | 16,736 | 60.9 | | Operating loss | (722,660) | (1,194.4) | (1,052,821) | (636.4) | (1,696,897) | (543.2) | (330,709) | (1,130.4) | (439,299) | (1,599.0) | | (Loss)/profit before income tax | (2,356,502) | (3,894.8) | (2,753,936) | (1,664.6) | (4,855,118) | (1,554.2) | (1,106,663) | (3,782.7) | 1,203,302 | 4,379.9 | | (Loss)/profit for the year/period attributable to the equity holders of the Company | (2,356,502) | (3,894.8) | (2,753,936) | (1,664.6) | (4,855,118) | (1,554.2) | (1,106,663) | (3,782.7) | 1,203,302 | 4,379.9 |

Non-IFRS Measure

We define adjusted net loss (non-IFRS measure) as net loss for the year/period adjusted by adding back fair value change in financial instruments issued to investors and share-based payment expenses.

To supplement our consolidated financial statements, we also use adjusted net loss (non-IFRS measure) as an additional financial measure, which is not required by, or presented in accordance with IFRS. We believe this non-IFRS measure facilitates comparisons of operating performance from period to period and company to company by eliminating potential impacts of certain items. We believe this measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, our presentation of adjusted net loss (non-IFRS measure) may not be comparable to similarly titled measures presented by other companies. The use of this non-IFRS measure as an analytical tool has limitations, and you should not consider it in isolation from, or as a substitute for an analysis of, our results of operations or financial condition as reported under IFRS.

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SUMMARY

The following table reconciles our adjusted net loss (non-IFRS measure) for the years or periods presented in accordance with IFRS, which is net loss for the year or period:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | (RMB in thousands, except for percentages) | | | | | | | | | | | | Amount | % of revenue | Amount | % of revenue | Amount | % of revenue | Amount | % of revenue | Amount | % of revenue | | | | | | | | | (Unaudited) | | | | | **Reconciliation of net (loss)/profit to adjusted net loss (non-IFRS measure)** | | | | | | | | | | | | (Loss)/profit for the year/period | (2,356,502) | (3,894.8) | (2,753,936) | (1,664.6) | (4,855,118) | (1,554.2) | (1,106,663) | (3,782.7) | 1,203,302 | 4,379.9 | | **Add:** | | | | | | | | | | | | Fair value change in financial instruments issued to investors(1) | 1,631,175 | 2,696.0 | 1,714,062 | 1,036.1 | 3,179,819 | 1,017.9 | 780,298 | 2,667.1 | (1,636,088) | (5,955.3) | | Share-based payment expenses(2) | 111,744 | 184.7 | 339,544 | 205.2 | 421,052 | 134.8 | 80,722 | 276.0 | 113,135 | 411.9 | | **Adjusted net loss (non-IFRS measure)** | **(613,583)** | **(1,014.1)** | **(700,330)** | **(423.3)** | **(1,254,247)** | **(401.5)** | **(245,643)** | **(839.6)** | **(319,651)** | **(1,163.5)** |

Notes:

(1) Fair value change in financial instruments issued to investors represents (i) redeemable convertible preferred shares, (ii) warrants for purchase of ordinary shares, (iii) convertible notes, and (iv) commitment derivatives. We do not expect to record any further fair value changes in financial instruments issued to investors as (i) preferred shares liabilities will be redesignated from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing; (ii) convertible notes had been converted to preferred shares liabilities as of March 31, 2024; (iii) warrant liabilities had been settled as of March 31, 2024; and (iv) commitment derivatives had been converted to preferred shares liabilities as of March 31, 2024.

(2) Share-based payment expenses mainly represent the non-cash employee benefit expenses incurred in connection with our award to key employees. Such expenses in any specific period are not expected to result in future cash payments.

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SUMMARY

The table below sets forth the revenue breakdown by our products and solutions in absolute amounts and as percentages of our total revenue for the periods indicated:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | (RMB in thousands, except for percentages) | | | | | | | | | | | | Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | | | | | | | | | (Unaudited) | | | | | **Autonomous driving products and solutions** | | | | | | | | | | | | – SoC-based solutions | 34,261 | 56.6 | 142,282 | 86.0 | 276,318 | 88.5 | 22,666 | 77.5 | 23,581 | 85.8 | | – Algorithm-based solutions | 1,615 | 2.6 | 85,377 | 51.6 | 193,613 | 62.0 | 10,553 | 36.1 | 16,235 | 59.1 | | Intelligent imaging solutions | 32,646 | 54.0 | 56,905 | 34.4 | 82,705 | 26.5 | 12,113 | 41.4 | 7,346 | 26.7 | | | 26,243 | 43.4 | 23,160 | 14.0 | 36,073 | 11.5 | 6,590 | 22.5 | 3,892 | 14.2 | | **Total** | **60,504** | **100.0** | **165,442** | **100.0** | **312,391** | **100.0** | **29,256** | **100.0** | **27,473** | **100.0** |

While we mainly focus on SoC design, the key element of our offerings, it takes a relatively long period of time before the SoC could be launched to the market for commercialization. Therefore, to fully leverage our capabilities in autonomous driving application development, we had initially focused on the sales of algorithm-based solutions for early stage revenue generation and establishment of customer relationship. In addition, we also leveraged our development of automotive-grade imaging capabilities and applied the resulting technologies to our intelligent imaging solutions. Revenue generated from our autonomous driving products and solutions contributed a significant proportion of our total revenue, accounting for 56.6%, 86.0%, 88.5%, 77.5% and 85.8% of the total revenue in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. The significant growth in 2022 was contributable to our increased sales volume of products and solutions and the mass-production of our proprietary SoCs in late 2022. To a lesser extent, we had revenue from intelligent imaging solution business, which (i) decreased from RMB26.2 million (人民币2,620万元) in 2021 to RMB23.2 million (人民币2,320万元) in 2022, as we reviewed our customer profile and terminated certain cooperation that was inconsistent with our long-term business strategy; (ii) increased from RMB23.2 million (人民币2,320万元) in 2022 to RMB36.1 million (人民币3,610万元) in 2023, primarily due to our increased sales to existing customers and our expansion of quality customer base to replace those inconsistent with our long-term business strategy; and (iii) decreased from RMB6.6 million (人民币660万元) in the three months ended March 31, 2023 to RMB3.9 million (人民币390万元) in the three months ended March 31, 2024, primarily due to changes in customer procurement scheduling resulting from delays in the projects of their downstream customers.

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SUMMARY

The following table sets forth our gross profit both in absolute amounts and as percentages of revenue, or gross profit margin, by products and solutions for the periods indicated:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | (RMB in thousands, except for percentages) | | | | | | | | | | | | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | | | | | | | | | (Unaudited) | | | | | **Autonomous driving products and solutions** | | | | | | | | | | | | – SoC-based solutions | 6,379 | 18.6 | 34,384 | 24.2 | 59,054 | 21.4 | 2,913 | 12.9 | 12,979 | 55.0 | | – Algorithm-based solutions | 1,342 | 83.1 | 27,954 | 32.7 | 45,967 | 23.7 | 1,333 | 12.6 | 12,063 | 74.3 | | Intelligent imaging solutions | 5,037 | 15.4 | 6,430 | 11.3 | 13,087 | 15.8 | 1,580 | 13.0 | 916 | 12.5 | | | 15,493 | 59.0 | 14,247 | 61.5 | 18,089 | 50.1 | 2,550 | 38.7 | 3,757 | 96.5 | | **Total** | **21,872** | **36.1** | **48,631** | **29.4** | **77,143** | **24.7** | **5,463** | **18.7** | **16,736** | **60.9** |

SUMMARY

Our gross profit increased from RMB21.9 million in 2021 to RMB48.6 million in 2022 and further to RMB77.1 million in 2023; our gross profit increased from RMB5.5 million in the three months ended March 31, 2023 to RMB16.7 million in the three months ended March 31, 2024. Our gross profit margin for autonomous driving products and solutions increased from 18.6% in 2021 to 24.2% in 2022, mainly attributable to our pricing for solutions in light of customers' more sophisticated demands, adjustment of solution portfolio, and mass production and delivery of our proprietary SoCs. Meanwhile, we had a decrease trend in the gross profit margin of SoC-based solutions, which decreased from 83.1% in 2021 to 32.7% in 2022, primarily due to the change in price range of SoC-based solutions as our sales gradually transitioned from prototypes for early customers to mass produced solutions for a large customer base. See "Financial Information – Description of Major Components of Our Results of Operations – Revenue." Our gross profit margin for autonomous driving products and solutions decreased from 24.2% in 2022 to 21.4% in 2023, of which the gross profit margin of SoC-based solutions decreased from 32.7% in 2022 to 23.7% in 2023, primarily due to the inventory provision in relation to SoC-based solutions, as we incurred relatively higher costs for semiconductor packaging and testing services at the early stage of our business. We subsequently offered the SoCs for Geely's vehicle models at favorable prices, as we have been collaborating with Geely since the early stage of our commercialization, in expectation of long-term collaboration. As a result, certain orders of the SoC-based solutions were priced below the cost in expectation of broader commercial opportunities of our SoC-based solutions on more vehicle models in the future, and we made inventory provision in line with the decreased net realizable value. In addition, we strategically lowered the selling price of certain SoC-based solutions in late 2023, in view of expanding our customer base. Our gross profit margin for autonomous driving products and solutions increased from 12.9% in the three months ended March 31, 2023 to 55.0% in the three months ended March 31, 2024, primarily

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SUMMARY

attributable to the significant increase in gross profit margin for SoC-based solutions, as our autonomous driving algorithms integrated in SoC-based solutions, having been refined and verified for mass production during the commercialization process, enabled our customers to choose solutions with fewer hardware components based on their needs. Our gross profit margin for intelligent imaging solutions remained stable in 2021 and 2022, being 59.0% and 61.5%, respectively, and then decreased to 50.1% in 2023, primarily due to the increased revenue contribution of hardware products with our proprietary algorithms embedded, which involves more hardware components and generally resulting in lower gross profit margin. Our gross profit margin for intelligent imaging solutions business increased from 38.7% in the three months ended March 31, 2023 to 96.5% in the three months ended March 31, 2024, primarily due to an increased percentage of revenue from the licensing of self-developed software and algorithms that involves less hardware.

Our research and development expenses increased from RMB595.4 million in 2021 to RMB764.1 million in 2022, and further to RMB1,362.5 million in 2023, accounting for 984.0%, 461.8% and 436.2% of our revenue for the same years, respectively. Our research and development expenses increased from RMB266.5 million in the three months ended March 31, 2023 to RMB339.4 million in the three months ended March 31, 2024, accounting for 910.9% and 1,235.3% of our revenue for the same periods, respectively. We have made significant investments in our research and development activities as we continued to develop autonomous driving products and solutions, expanded our research and development team and procured relevant intellectual property rights. During the Track Record Period, the increase in our research and development expenses was primarily due to (i) an increase in employee compensation expenses as we expanded our R&D team and incurred share-based payment expenses; and (ii) an increase in the product design and development expenses representing a one-time purchase of tape-out services in 2023.

Our selling expenses amounted to RMB50.8 million, RMB119.7 million, RMB101.8 million, RMB24.0 million and RMB24.6 million, accounting for 84.0%, 72.4%, 32.6%, 82.1% and 89.7% of our revenue in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. The fluctuations in our selling expenses were mostly attributable to the share-based payment to our sales staff of RMB13.8 million, RMB78.4 million, RMB47.8 million, RMB10.4 million and RMB12.8 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. In addition, we had an increase in marketing expenses in 2023 primarily due to our increased offline sales and marketing activities.

Our general and administrative expenses amounted to RMB111.7 million, RMB215.2 million, RMB319.0 million, RMB61.1 million and RMB90.3 million, respectively, accounting for 184.6%, 130.1%, 102.1%, 208.8% and 328.7% of our revenue in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. The increase in our general and administrative expenses during the Track Record Period was primarily attributable to our growing employee compensation expenses, as well as depreciation and amortization, resulting from an increase in the number of administrative staff and leased offices to support our business growth. The increase in our general and administrative expenses in 2023 was also attributable to (i) the significant increase in our listing expenses; and (ii) the share-based payment of RMB150.6 million.

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SUMMARY

We had a net loss of RMB2,356.5 million, RMB2,753.9 million, RMB4,855.1 million and RMB1,106.7 million in 2021, 2022, 2023 and the three months ended March 31, 2023, respectively, primarily due to (i) our continuous investment in research and development, and (ii) fair value change in financial instruments issued to investors primarily representing changes in fair value of preferred shares, resulting from the increase in fair value of the equity interests with preferred rights held by our investors, as well as warrant liabilities, convertible notes and commitment derivatives. We had a net profit of RMB1,203.3 million in the three months ended March 31, 2024, primarily due to fair value change in financial instruments issued to investors primarily representing changes in fair value of preferred shares.

Selected items from the Consolidated Statements of Financial Position

The following table sets forth the selected items of our current assets and current liabilities as of the dates indicated:

| | As of December 31, | | | As of March 31, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | (RMB in thousands) | | | | | **Current assets** | | | | | | Financial assets at fair value through profit or loss | – | 706,462 | 8,197 | 8,316 | | Cash and cash equivalents | 1,553,419 | 982,229 | 1,298,412 | 1,053,511 | | Total current assets | 1,691,143 | 2,021,163 | 1,640,666 | 1,411,710 | | **Current liabilities** | | | | | | Trade payables | 13,083 | 69,907 | 68,085 | 52,370 | | Other payables and accruals | 96,772 | 120,221 | 239,526 | 326,377 | | Financial instruments issued to investors | 5,249,949 | 8,386,402 | 12,589,493 | 10,977,065 | | Total current liabilities | 5,379,471 | 8,613,183 | 12,923,104 | 11,452,152 | | **Net current liabilities** | **(3,688,328)** | **(6,592,020)** | **(11,282,438)** | **(10,040,442)** | | **Non-current assets** | | | | | | Trade and notes receivables | – | – | – | 13,974 | | Property, plant and equipment | 27,694 | 55,293 | 98,589 | 103,656 | | Right-of-use assets | 11,375 | 33,243 | 50,848 | 54,518 | | Intangible assets | 13,687 | 17,417 | 74,795 | 66,797 | | Total non-current assets | 72,841 | 131,722 | 279,674 | 290,622 |

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SUMMARY

| | As of December 31, | | | As of March 31, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | (RMB in thousands) | | | | | **Non-current liabilities** | | | | | | Lease liabilities | 6,196 | 16,223 | 33,927 | 35,651 | | Other payables and accruals | 28,400 | 29,657 | 56,925 | 12,624 | | Total non-current liabilities | 46,851 | 45,880 | 90,852 | 48,275 | | **Net non-current assets** | **25,990** | **85,842** | **188,822** | **242,347** | | **Net liabilities** | **(3,662,338)** | **(6,506,178)** | **(11,093,616)** | **(9,798,095)** |

We recorded net liabilities as of December 31, 2021, 2022 and 2023 and March 31, 2024, primarily due to financial instruments issued to investors, which mainly represented the increases in the fair value of our preferred shares. We expect to achieve a net assets position upon Listing, as the redeemable convertible preferred shares will be re-designated from financial liabilities to equity as a result of the automatic conversion into ordinary shares upon Listing.

Our net current liabilities decreased from RMB11,282.4 million as of December 31, 2023 to RMB10,040.4 million as of March 31, 2024, primarily due to a decrease of RMB1,612.4 million in financial instruments issued to investors. This was partially offset by (i) a decrease of RMB244.9 million in cash and cash equivalents, (ii) an increase of RMB86.9 million in other payables and accruals, and (iii) an increase of RMB67.9 million in borrowings.

Our net current liabilities increased from RMB6,592.0 million as of December 31, 2022 to RMB11,282.4 million as of December 31, 2023, primarily due to (i) an increase of RMB4,203.1 million in financial instruments issued to investors, (ii) a decrease of RMB698.3 million in financial assets at fair value through profit and loss, and (iii) an increase of RMB119.3 million in other payables and accruals. This was partially offset by an increase of RMB316.2 million in cash and cash equivalents.

Our net current liabilities increased from RMB3,688.3 million as of December 31, 2021 to RMB6,592.0 million as of December 31, 2022, primarily due to (i) an increase of RMB3,136.5 million in financial instruments issued to investors; and (ii) a decrease of RMB571.2 million in cash and cash equivalents, primarily due to our use of cash for investment in Treasury bonds and money market funds. This was partially offset by an increase of RMB706.5 million in financial assets at fair value through profit or loss.

We had net liabilities of RMB3,662.3 million, RMB6,506.2 million, RMB11,093.6 million and RMB9,798.1 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively, primarily due to the loss for the year or period. We had accumulated losses of RMB3,838.2 million, RMB6,592.1 million, RMB11,447.2 million and RMB10,243.9 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively. The increases in net liabilities in 2022 and 2023 were also attributable to foreign currency translation, partially offset by share-based compensation.

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SUMMARY

Selected items from the Consolidated Statements of Cash Flows

The following table sets forth selected items of our cash flows for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (Unaudited) | 2024 (Unaudited) | | | (RMB in thousands) | | | | | | Operating loss before changes in working capital | (593,390) | (629,299) | (1,131,021) | (231,685) | (281,134) | | Working capital changes | (45,925) | (125,370) | 73,196 | (38,854) | (789) | | Net cash used in operating activities | (639,315) | (754,669) | (1,057,825) | (270,539) | (281,923) | | Net cash (used in)/generated from investing activities | (31,817) | (732,796) | 546,698 | 308,409 | (25,599) | | Net cash generated from/(used in) financing activities | 2,000,866 | 804,175 | 809,135 | (7,764) | 60,746 | | Net increase/(decrease) in cash and cash equivalents | 1,329,734 | (683,290) | 298,008 | 30,106 | (246,776) | | Cash and cash equivalents at beginning of the year/period | 243,888 | 1,553,419 | 982,229 | 982,229 | 1,298,412 | | Exchange (losses)/gains on cash and cash equivalents | (20,203) | 112,100 | 18,175 | (9,497) | 1,875 | | Cash and cash equivalents at end of the year/period | 1,553,419 | 982,229 | 1,298,412 | 1,002,838 | 1,053,511 |

SUMMARY

Our cash burn rate refers to the average monthly (i) net cash used in operating activities, (ii) purchases of property, plant and equipment, (iii) payments for intangible assets, (iv) principal payments of lease liabilities, and (v) interest paid for lease liabilities. Our historical cash burn rate was RMB56.6 million, RMB70.1 million, RMB100.8 million, RMB107.4 million and RMB105.1 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively, mainly representing our investment in R&D activities. We had a relatively lower cash burn rate in the second half of 2023, amounting to RMB87.9 million, attributable to our enhanced operating cash flow and growth of revenue, as well as a decrease in purchase of property, plant and equipment. During the Track Record Period, we recorded substantial expenditure in purchase of property, plant and equipment and payments for intangible assets primarily due to our significant procurement of servers and EDA tools, respectively, for the R&D activities of our next-generation SoCs. We had cash and cash equivalents, current financial assets at fair value through profit or loss and unutilized banking facilities of RMB1,370.5 million as of May 31, 2024. We estimate that we will receive net proceeds of approximately HK$985.4 million after deducting the underwriting fees and expenses payable by us in the Global Offering, assuming no Offer Size Adjustment Option or Over-allotment Option is exercised and assuming an Offer Price of HK$29.15 per Offer Share, being the mid-point of the indicative Offer Price range in this Prospectus. Assuming that the average cash burn rate going forward will be RMB87.9 million, similar to the cash burn rate level in the six months ended December 31, 2023 based on the underlying assumptions that (i) the number of our employees will not increase significantly, particularly in the R&D department; (ii) we do not expect substantial capital investment; and (iii) we do not expect significant acquisitions of fixed assets, we estimate that our cash and cash equivalents, current financial assets at fair value through profit or loss and unutilized banking facilities as of May 31, 2024 will be able to maintain our financial viability for 15.6 months or, if we take into account 10% of the estimated net proceeds from the Listing (namely, the portion allocated for our working capital and other general corporate purposes), 16.6 months or, if we also take into account the estimated net proceeds from the Listing, 25.8 months. We will continue to monitor our cash flows from operations closely and maintain our financial viability through a variety of means, including, among others, banking facilities and external financings. See "Financial Information – Indebtedness." We do not expect to have next round of financing before the Global Offering.

Going forward, we expect to incur increasing costs and expenses, primarily for procurement of materials for the mass production of SoCs as well as investments in research and development activities. This will lead to an increase in inventory and trade and notes receivables in turn. Such expenditure is expected to be generally in line with our business growth in the future.

PATH TO PROFITABILITY

We have experienced strong revenue growth during the Track Record Period, demonstrating our ability to successfully commercialize our products and solutions. Our revenue increased from RMB60.5 million in 2021 to RMB165.4 million in 2022, further to RMB312.4 million in 2023; our revenue slightly decreased from RMB29.3 million in the three months ended March 31, 2023 to RMB27.5 million in the three months ended March 31, 2024. In 2023 and the three months ended March 31, 2024, we provided our products and solutions to 85 and 21 customers in China and overseas. Specifically, revenue from autonomous driving

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SUMMARY

来自自动驾驶产品和解决方案的收入从2021年的人民币3,430万元增至2022年的人民币1.423亿元，并进一步增至2023年的人民币2.763亿元，分别占同年总收入的56.6%、86.0%和88.5%；来自自动驾驶产品和解决方案的收入从2023年3月31日止三个月的人民币2,270万元增至2024年3月31日止三个月的人民币2,360万元，分别占同期总收入的77.5%和85.8%。截至2024年3月31日，我们的SoC产品累计出货量超过15.6万颗。根据Frost & Sullivan的数据，按2023年中国市场交付量计算，我们在高算力SoC市场的份额为7.2%。根据同一来源，全球及中国汽车级SoC市场规模预计分别于2024年增长36.5%和42.6%，且未来数年中国及全球高算力SoC的出货量预计将大幅增加。随着自动驾驶产品和解决方案市场的进一步渗透与发展，我们预计来自此类产品和解决方案的收入将持续大幅增长，并在可预见的未来成为我们的主要收入来源。

我们的毛利润从2021年的人民币2,190万元迅速增长至2022年的人民币4,860万元，并进一步增至2023年的人民币7,710万元；毛利润从2023年3月31日止三个月的人民币550万元增至2024年3月31日止三个月的人民币1,670万元。我们的毛利率在2021年、2022年、2023年及2023年3月31日止三个月和2024年3月31日止三个月分别为36.1%、29.4%、24.7%、18.7%和60.9%。毛利率从2021年至2022年有所下降，原因在于自动驾驶产品和解决方案的收入贡献有所增加，该业务涉及更多硬件组件，毛利率相对较低。我们自动驾驶产品和解决方案的毛利率从2021年的18.6%升至2022年的24.2%，随后降至2023年的21.4%；自动驾驶产品和解决方案的毛利率从2023年3月31日止三个月的12.9%升至2024年3月31日止三个月的55.0%。智能影像解决方案业务的毛利率在2021年和2022年保持相对稳定，分别为59.0%和61.5%，随后于2023年降至50.1%；智能影像解决方案业务的毛利率从2023年3月31日止三个月的38.7%升至2024年3月31日止三个月的96.5%。

我们在2021年、2022年、2023年及2023年3月31日止三个月和2024年3月31日止三个月的净（亏损）/利润分别为人民币（23.565亿元）、人民币（27.539亿元）、人民币（48.551亿元）、人民币（11.067亿元）和人民币12.033亿元。2022年新冠疫情反弹期间，我们的销售活动受到一定干扰，导致项目交付出现临时性延迟，客户合作整体放缓，进而影响了我们的产品商业化进程和业务拓展。剔除（i）以股份为基础的薪酬开支及（ii）向投资者发行的金融工具公允价值变动等项目的影响，我们在2021年、2022年、2023年及2023年3月31日止三个月和2024年3月31日止三个月的经调整净亏损（非国际财务报告准则计量）分别为人民币6.136亿元、人民币7.003亿元、人民币12.542亿元、人民币2.456亿元和人民币3.197亿元，分别占各期收入的1,014.1%、423.3%、401.5%、839.6%和1,163.5%。详见"财务资料——主要经营业绩组成部分说明——非国际财务报告准则计量"。

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SUMMARY

Our adjusted net losses (non-IFRS measure) were primarily due to the significant amounts of selling expenses, general and administrative expenses and R&D expenses incurred during the Track Record Period. The absolute dollar amounts of our selling expenses, general and administrative expenses and R&D expenses (excluding share-based compensation) increased throughout the Track Record Period as our business grew rapidly. Historically, we have made significant investments in our R&D activities and selling efforts as we continued to develop our products and solutions and expand our brand influence. However, as we expand the scale and scope of our business, we expect to make continuous improvement to our operational efficiency. We have started to implement prudent measures to manage our costs and operating expenses.

During the Track Record Period, we had funded our cash requirements primarily with capital contribution from shareholders and financing through the Pre-IPO Investments. See "History and Corporate Structure – Pre-IPO Investments." We had cash and cash equivalents and current financial assets at fair value through profit or loss of RMB1,553.4 million, RMB1,688.7 million, RMB1,306.6 million and RMB1,061.8 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively. Our total cash balance is sufficient to cover our net cash flows used in operating activities and provide adequate liquidity for our expansion of business operations. As such, we believe that we possess sufficient working capital, including sufficient cash and liquidity assets, after taking into account the financial resources available to us.

We recorded net losses in 2021, 2022 and 2023, and recorded adjusted net loss (non-IFRS measure) and net operating cash outflow during the Track Record Period. We currently expect such positions may continue until we achieve a greater scale. We anticipate that we will continue to incur adjusted net loss (non-IFRS measure) and operating loss for the year ending December 31, 2024, primarily due to the expected substantial R&D expenses. In the future, we aim to maintain sustainability and achieve profitability through: (i) enriching and expanding our products and solutions; (ii) expanding customer base; and (iii) enhancing our operational efficiency and economies of scale. See "Business – Path to Profitability."

KEY FINANCIAL RATIOS

The following table sets forth certain of our key financial ratios as of the dates indicated, or for the periods indicated:

| | As of/Year ended December 31, | As of/Year ended December 31, | As of/Year ended December 31, | As of/Three months ended March 31, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Gross profit margin (%) (1) | 36.1 | 29.4 | 24.7 | 60.9 | | Current ratio (2) | 0.3 | 0.2 | 0.1 | 0.1 | | Quick ratio (3) | 0.3 | 0.2 | 0.1 | 0.1 | | Cash ratio (4) | 0.3 | 0.2 | 0.1 | 0.1 |

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SUMMARY

(1) Gross profit margin is calculated by dividing gross profit by our revenue for the period indicated.

(2) Current ratio is calculated by dividing current assets by current liabilities as of the date indicated.

(3) Quick ratio is calculated by dividing current assets less inventories by current liabilities as of the date indicated.

(4) Cash ratio is calculated by dividing the sum of cash and cash equivalents and current financial assets at fair value through profit or loss by the total current liabilities as of the date indicated.

APPLICATION FOR LISTING ON THE STOCK EXCHANGE

We have applied to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to (i) the Global Offering, (ii) the exercise of the Offer Size Adjustment Option and the Over-allotment Option and (iii) the Share Plans on the basis that, among other things, we satisfy the requirements under Rule 18C.03 of the Listing Rules as a Commercial Company (as defined in the Listing Rules) with reference to our expected market capitalization at the time of Listing, which, based on the Offer Price, exceeds HK$6 billion.

GLOBAL OFFERING STATISTICS

The statistics in the following table are based on the assumptions that the Global Offering has been completed and 37,000,000 Shares are issued pursuant to the Global Offering.

| | Based on an Offer Price of HK$28.00 per Share | Based on an Offer Price of HK$30.30 per Share | |---|---|---| | Market capitalization of our Shares (1) | HK$15,936.7 million | HK$17,245.8 million | | Unaudited pro forma adjusted consolidated net tangible assets per Share (2) | HK$3.87 | HK$4.02 |

Notes:

(1) The calculation of market capitalization is based on 569,169,253 Shares expected to be in issue immediately upon completion of the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised).

(2) The unaudited pro forma adjusted net tangible assets per Share as of December 31, 2023 is calculated after making the adjustments referred to in "Appendix II – Unaudited Pro Forma Financial Information" and on the basis that 569,169,253 Shares were in issue assuming that (a) the Global Offering had been completed on December 31, 2023; (b) all Preferred Shares have been converted into Shares on a one-to-one basis immediately upon the completion of the Global Offering after considering the subsequent amendments to the key terms of the Preferred Shares according to the written resolutions passed by the shareholders on July 26, 2024; and (c) has not taken into account of any Shares that may further be issued upon the exercise of the Offer Size Adjustment Option or the Over-allotment Option or under the Share Plans and any Shares that may be issued or repurchased by us under the general mandate granted to the Directors as set out in the section headed "Share Capital" in this Prospectus.

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摘要

上市费用

上市费用指与全球发售相关的专业费用、包销佣金及其他费用。我们估计，上市费用（包括全球发售的包销佣金）合计约为9,320万港元（包括（i）包销佣金约3,480万港元，及（ii）非包销相关费用约5,840万港元，其中法律顾问及申报会计师的费用约3,360万港元，其他费用约2,480万港元），占全球发售所得款项总额约8.6%（假设发售价为每股发售股份29.15港元（即指示性发售价格范围的中间值），且超额配售权调整选项及超额配售权均未获行使）。在全球发售的上市费用总额中，约3,460万港元可直接归因于向公众发行发售股份，将从权益中扣除；约4,000万港元已于往绩记录期间确认为费用；余下约1,860万港元预计将于上市时确认为费用。

FUTURE PLANS AND USE OF PROCEEDS

We estimate the net proceeds of the Global Offering which we will receive, assuming an Offer Price of HK$29.15 per Offer Share (being the mid-end of the Offer Price range stated in this Prospectus), will be approximately HK$985.4 million, after deduction of underwriting fees and commissions and estimated expenses payable by us in connection with the Global Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised. We intend to use the net proceeds of the Global Offering for the following purposes:

• Approximately 80.0% or HK$788.3 million will be used for our research and development over the next five years with the detailed breakdown of the proceeds to be allocated as follows:

• Approximately 30.0% or HK$295.6 million will be used for the R&D team to develop automotive-grade intelligent vehicle SoCs.

• Approximately 25.0% or HK$246.4 million will be used for the development and upgrade of our intelligent vehicle software platform.

• Approximately 20.0% or HK$197.1 million will be used to procure materials, tape-out services and software for R&D of intelligent vehicle SoCs and automotive-grade IP cores.

• Approximately 5.0% or HK$49.3 million will be used for the development of autonomous driving solutions, such as the next-generation V2X edge computing solution and the next-generation add-on adaptive safety system Patronus.

– 29 –

SUMMARY •

Approximately 10.0% or HK$98.5 million will be used for improvement of our commercialization capability.

•

Approximately 10.0% or HK$98.5 million will be used for working capital and general corporate purposes, in particular for procuring inventories for mass production of our SoCs.

For more details, see "Future Plans and Use of Proceeds."

DIVIDEND AND DIVIDEND POLICY

We do not have any fixed dividend policy nor pre-determined dividend payout ratio. We did not declare or distribute any dividend to our Shareholders during the Track Record Period. However, we may distribute dividends in the future by way of cash or by other means that we consider appropriate. Pursuant to our Articles of Association, our Board may declare dividends in the future after taking into account our results of operations, financial condition, cash requirements and availability and other factors as it may deem relevant at such time. As advised by our Cayman legal advisors, we are a holding company incorporated under the laws of the Cayman Islands, pursuant to which, the financial position of accumulated losses does not prohibit us from declaring and paying dividends to our Shareholders, as dividends may still be declared and paid out of our share premium account notwithstanding our profitability, provided that our Company satisfies the solvency test set out in the Cayman Companies Act.

IMPACT OF COVID-19

Our business operations faced certain challenges due to the COVID-19 pandemic. The COVID-19 pandemic had resulted in adverse impacts on the downstream automotive OEMs, as their business activities including research and development, manufacturing and sales generally slowed down due to the implementation of nationwide restrictions, as well as the global supply shortage of raw materials and components, resulting in delays in R&D and delivery of our products and solutions to certain of our customers. However, our operational and financial performance was not materially affected. We also took various measures, including temporarily closing our offices, facilitating remote work arrangements for research and development activities as well as supporting work, and suspending certain on-site projects from time to time. In addition, during the COVID-19 resurgence in 2022, we experienced certain disruptions in terms of our sales activities. As a result, there was a temporary delay in project delivery and an overall slowdown in customer engagement, which in turn affected our product commercialization and business expansion. During the Track Record Period and up to the Latest Practicable Date, we had not experienced significant delay in projects, or material delay or impediment of our research and development, due to the COVID-19 pandemic. See "Financial Information – Impact of COVID-19."

– 30 –

SUMMARY

RECENT DEVELOPMENT

As of the Latest Practicable Date, we had earned design wins for mass production of SoC products for 23 vehicle models with 16 automotive OEMs and Tier 1 suppliers, among which we had collaborated with Geely, Dongfeng, HYCAN, FAW Group, Baolong and a wide range of other automotive OEMs for factory-installation of our A1000 SoC on their vehicle models. Our Huashan A1000 SoC has been successfully mass-produced for several vehicle models, including Geely's Lynk & Co 08 and HYCAN's v09 in 2023 and Dongfeng's e␲007 and e␲008 in the late first quarter and the second quarter of 2024, respectively. We also entered into strategic partnership with the Office for Attracting Strategic Enterprises (OASES) of Hong Kong in March 2024 to jointly participate in the development of innovation and technology ecosystem.

Our Directors confirm that, up to the date of this Prospectus, there has been no material adverse change in our financial or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects since March 31, 2024, being the end date of the periods reported in the Accountant's Report set out in Appendix I, and there is no event since March 31, 2024 that would materially affect the information shown in the Accountant's Report set out in Appendix I.

In April 2024, we entered into a business cooperation agreement with the Administrative Committee of Wuhan East Lake Ecological Tourism Area (武漢市東湖生態旅遊風景區管理委員會) (the "Committee"), pursuant to which the Committee conditionally agreed to provide us with support in various areas, including but not limited to support in relation to office space and employee accommodation, performance-based awards and talent subsidies, facilitation of financing activities, and support for intelligent driving operations and R&D activities, aiming to facilitate our business growth while optimizing personnel costs. In June 2024, we entered into a strategic cooperation agreement with Wuhan Municipal Bureau of Economy and Information (武漢市經濟和信息化局) (the "Bureau") to facilitate the local development of intelligent vehicle industry and ensure long-term support from Wuhan government for our future business development, pursuant to which the Bureau agreed to provide us support in areas such as product and solution development and talent recruitment.

We anticipate that we will continue to incur adjusted net loss (non-IFRS measure) and operating loss for the year ending December 31, 2024, primarily due to the expected substantial R&D expenses.

– 31 –

DEFINITIONS

In this Prospectus, unless the context otherwise requires, the following terms shall have the meanings set out below. Certain other terms are explained in the section headed "Glossary of Technical Terms" in this Prospectus.

| Term | Definition | |---|---| | "Accountant's Report" | the report of our Company's reporting accountant, PricewaterhouseCoopers, the text of which is set out in Appendix I to this Prospectus | | "affiliate(s)" | any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person | | "AFRC" | Accounting and Financial Reporting Council of Hong Kong |

"Articles" or "Articles of Association"

the amended and restated articles of association of our Company, conditionally adopted on July 26, 2024, with effect upon the completion of the Global Offering, and as amended from time to time, a summary of which is set out in Appendix III to this Prospectus

"ASIL"

automotive safety integrity level, a risk classification scheme defined by the ISO 26262. There are four ASILs identified by the standard: ASIL-A, ASIL-B, ASIL-C, ASIL-D. ASIL-D dictates the highest integrity requirements on the product and ASIL-A the lowest

"Black Sesame Beijing"

Black Sesame Technologies (Beijing) Co., Ltd. (黑芝麻智能(北京)科技有限公司), a company established under the laws of the PRC with limited liability on May 12, 2023, our indirect wholly-owned subsidiary

"Black Sesame Chengdu"

Black Sesame Technologies (Chengdu) Co., Ltd. (黑芝麻智能科技(成都)有限公司), a company established under the laws of the PRC with limited liability on May 8, 2021, our indirect wholly-owned subsidiary

"Black Sesame Chongqing"

Black Sesame Technologies (Chongqing) Co., Ltd. (黑芝麻智能科技(重慶)有限公司), a company established under the laws of the PRC with limited liability on November 27, 2019, our indirect wholly-owned subsidiary

– 32 –

DEFINITIONS "Black Sesame HK"

Black Sesame Technologies (HK) Limited, a company incorporated under the laws of Hong Kong with limited liability on August 26, 2016, our direct wholly-owned subsidiary

"Black Sesame Innovation"

Black Sesame Innovation (HK) Limited, a company incorporated under the laws of Hong Kong with limited liability on January 10, 2024, our direct wholly-owned subsidiary

"Black Sesame IP"

Black Sesame IP Holding Pte. Ltd., a company incorporated under the laws of Singapore with limited liability on September 26, 2023, our direct wholly-owned subsidiary

"Black Sesame Shanghai"

Black Sesame Technologies (Shanghai) Co., Ltd. (黑芝麻智能科技(上海)有限公司), a company established under the laws of the PRC with limited liability on January 14, 2017, our indirect wholly-owned subsidiary

"Black Sesame Shenzhen"

Black Sesame Technologies (Shenzhen) Co., Ltd. (黑芝麻智能科技(深圳)有限公司), a company established under the laws of the PRC with limited liability on December 30, 2021, our indirect wholly-owned subsidiary

"Black Sesame Singapore"

Black Sesame Technologies (Singapore) Pte. Ltd., a company incorporated under the laws of Singapore with limited liability on May 14, 2018, our direct wholly-owned subsidiary

"Black Sesame US"

Black Sesame Technologies Inc., a company incorporated under the laws of the State of California on August 25, 2016, our direct wholly-owned subsidiary

"Black Sesame Wuhan"

Black Sesame Technologies Co., Ltd. (黑芝麻智能科技有限公司), a company established under the laws of the PRC with limited liability on February 8, 2021, our indirect wholly-owned subsidiary

"Board" or "Board of Directors"

the board of Directors of our Company

"Business Day"

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

– 33 –

DEFINITIONS "BVI"

the British Virgin Islands

"CAGR"

compound annual growth rate

"Capital Market Intermediaries"

the capital market intermediaries as named in the section headed "Directors and Parties Involved in the Global Offering" in this Prospectus

"Cayman Companies Act"

the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

"CCASS"

the Central Clearing and Settlement System established and operated by HKSCC

"China", "Mainland China" or "PRC"

the People's Republic of China, which, for the purposes of this Prospectus and for geographical reference only, references to "China", "Mainland China" and the "PRC" do not apply to Taiwan, Hong Kong and the Macau Special Administrative Region of the PRC, except where the context indicates or requires otherwise

"CNIPA"

the China National Intellectual Property Administration (國家知識產權局)

"Companies Ordinance"

the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"Companies (Winding Up and Miscellaneous Provisions) Ordinance"

Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended and supplemented from time to time

"Company", "our Company", "the Company", "we" or "us"

Black Sesame International Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability on July 15, 2016

"CSRC"

the China Securities Regulatory Commission (中國證券監督管理委員會)

– 34 –

DEFINITIONS "Dark Benne"

Dark Benne Limited (苣蕂有限公司), a company incorporated under the laws of Hong Kong with limited liability on November 4, 2022, our indirect wholly-owned subsidiary

"Director(s)"

the director(s) of our Company or any one of them

"EIT"

the PRC enterprise income tax

"EIT Law"

the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》), as amended, supplemented or otherwise modified from time to time

"EIT Rules"

the Implementation Regulations on the Enterprise Income Tax Law of the PRC (中華人民共和國企業所得稅法實施條例), as amended, supplemented or otherwise modified from time to time

"Excellent Ocean Trust"

a trust set up by the Company as the settlor with Trident Trust Company (HK) Limited as the trustee for the purposes of managing certain options granted under the Pre-IPO Share Plan, and with Excellent Ocean Assets Limited, a company incorporated under the laws of the BVI and a wholly-owned subsidiary of Trident Trust Company (HK) Limited, holding the relevant options and Shares involved in the capacity as the trustee

"Extreme Conditions"

the joint global coordinators as named in the section headed "Directors and Parties Involved in the Global Offering" in this Prospectus

"Joint Sponsor-Overall Coordinators"

the Joint Sponsors who are also the Overall Coordinators as named in the section headed "Directors and Parties Involved in the Global Offering" in this Prospectus

"Joint Sponsors"

the joint sponsors as named in the section headed "Directors and Parties Involved in the Global Offering" in this Prospectus

"Latest Practicable Date"

[date] being the latest practicable date prior to the printing of this Prospectus for ascertaining certain information contained herein

"Listing"

the listing of the Shares on the Main Board of the Stock Exchange

"Listing Date"

the date on which the Shares are listed and on which dealings in the Shares first commence on the Stock Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

"Main Board"

the main board of the Stock Exchange

"Mr. Shan"

Mr. Shan Yiming (单一鸣), the founder, executive Director and chairman of the Board of our Company

"Offer Price"

the final offer price per Offer Share (exclusive of brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) at which the Hong Kong Offer Shares are to be subscribed for and the International Offer Shares are to be offered, to be determined by the Price Determination Agreement on or around the Price Determination Date, and which will be not more than HK$[●] and is currently expected to be not less than HK$[●] per Offer Share

"Offer Share(s)"

the Hong Kong Offer Shares and the International Offer Shares

– 39 –

DEFINITIONS

"Offer Size Adjustment Option"

the option granted by our Company to the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the International Underwriters), exercisable by the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the International Underwriters) in consultation with the Joint Global Coordinators, to require our Company to allot and issue up to an aggregate of 5,400,000 additional Shares at the Offer Price, representing not more than 15% of the initial size of the Global Offering, as further described in the section headed "Structure of the Global Offering" in this Prospectus

"Over-allotment Option"

the option expected to be granted by our Company to the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the International Underwriters) exercisable by the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the International Underwriters) in consultation with the Joint Global Coordinators, to require our Company to allot and issue up to an aggregate of 5,400,000 additional Shares at the Offer Price, representing not more than 15% of the initial size of the Global Offering, as further described in the section headed "Structure of the Global Offering" in this Prospectus

"PBOC"

the People's Bank of China (中国人民银行)

"PRC" or "China"

the People's Republic of China, which for the purpose of this Prospectus excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan

"PRC Legal Advisers"

[●], the legal advisers to our Company as to PRC law

"Price Determination Agreement"

the agreement to be entered into between our Company and the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) on or about the Price Determination Date, fixing the Offer Price

– 40 –

DEFINITIONS

"Price Determination Date"

on or about [date], being the date on which the Offer Price is fixed for the purposes of the Global Offering

"Prospectus"

this prospectus issued by our Company in connection with the Hong Kong Public Offering

"Regulation S"

Regulation S under the United States Securities Act of 1933, as amended

"SAFE"

the State Administration of Foreign Exchange (国家外汇管理局) of the PRC

"SAT"

the State Administration of Taxation (国家税务总局) of the PRC

"SEISA"

Special Equipment Institute of Safety Accessories (特种设备安全附件研究所)

"SFC"

the Securities and Futures Commission of Hong Kong

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

"Share(s)"

ordinary share(s) in the share capital of our Company with a nominal value of US$0.0001 each

"Shareholder(s)"

holder(s) of the Share(s)

"Stabilizing Manager"

[●]

"Stock Borrowing Agreement"

the stock borrowing agreement expected to be entered into between the Stabilizing Manager and Mr. Shan on or about the Price Determination Date in relation to the Over-allotment Option, as further described in the section headed "Structure of the Global Offering" in this Prospectus

– 41 –

DEFINITIONS

"subsidiary(ies)"

has the meaning ascribed to it under the Listing Rules

"substantial shareholder"

has the meaning ascribed to it under the Listing Rules

"Track Record Period"

the three years ended December 31, 2021, 2022 and 2023, and the three months ended March 31, 2024

"Underwriters"

the Hong Kong Underwriters and the International Underwriters

"Underwriting Agreements"

the Hong Kong Underwriting Agreement and the International Underwriting Agreement

"U.S.", "US" or "United States"

the United States of America, its territories, its possessions and all areas subject to its jurisdiction

"US$", "USD" or "U.S. dollars"

United States dollars, the lawful currency of the United States

"VIE" or "variable interest entity"

a VIE entity in which the primary beneficiary has a controlling financial interest through means other than a majority of voting rights

"WHITE Application Form"

the application form for the Hong Kong Offer Shares to be issued in the applicant's own name

"YELLOW Application Form"

the application form for the Hong Kong Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS

– 42 –

the joint global coordinators as named in the section headed "Directors and Parties Involved in the Global Offering" in this Prospectus

"Joint Lead Managers"

the joint lead managers as named in the section headed "Directors and Parties Involved in the Global Offering" in this Prospectus

"Joint Overall Coordinators"

China International Capital Corporation Hong Kong Securities Limited, Huatai Financial Holdings (Hong Kong) Limited and CCB International Capital Limited

"Joint Sponsor-Overall Coordinators" and "Joint Sponsors"

China International Capital Corporation Hong Kong Securities Limited and Huatai Financial Holdings (Hong Kong) Limited

"Latest Practicable Date"

July 22, 2024, being the latest practicable date for the purpose of ascertaining certain information contained in this Prospectus prior to its publication

"Listing"

listing of our Shares on the Main Board of the Stock Exchange

"Listing Date"

the date, expected to be on or about Thursday, August 8, 2024, on which dealings in the Shares first commence on the Stock Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)

"Main Board"

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

"Marvel Stars"

Marvel Stars Ventures Limited, a limited liability company incorporated under the laws of the BVI and wholly owned by Ms. Wang

– 39 –

DEFINITIONS "Memorandum" or "Memorandum of Association"

the amended and restated memorandum of association of our Company, conditionally adopted on July 26, 2024 with effect upon the completion of the Global Offering, and as amended from time to time, a summary of which is set out in Appendix III to this Prospectus

"MIIT"

Ministry of Industry and Information Technology of the PRC (中华人民共和国工业和信息化部)

"MOFCOM"

Ministry of Commerce of the PRC (中华人民共和国商务部)

"Mr. Liu"

Mr. Liu Weihong (刘卫红), one of our founders, our executive Director and the president of our Company

"Mr. Shan"

Mr. Shan Jizhang (单记章), one of our founders, chairman of our Board, our executive Director and the chief executive officer of our Company

"Ms. Pan"

Ms. Pan Dan, the spouse of Mr. Shan

"Ms. Wang"

Ms. Wang Qi, the sole shareholder of Marvel Stars and an Independent Third Party

"New Key Trade"

New Key Trade Company Limited, a limited liability company incorporated under the laws of the BVI and ultimately owned by Mr. Liu's trust, the beneficiaries of which are Mr. Liu and Ruby Wealth

"New York Stock Exchange"

the New York Stock Exchange

"Offer Price"

the final price per Offer Share in Hong Kong dollars (exclusive of brokerage fee of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%) of not less than HK$28.00 and expected to be not more than HK$30.30, at which Hong Kong Offer Shares are to be subscribed, to be determined in the manner further described in the paragraphs headed "Structure of the Global Offering – Pricing of the Global Offering" in this Prospectus

– 40 –

DEFINITIONS "Offer Share(s)"

the Hong Kong Offer Shares and the International Offer Shares together with, where relevant, any additional Shares to be sold or issued pursuant to the exercise of the Offer Size Adjustment Option and/or Over-allotment Option

"Offer Size Adjustment Option"

the option under the Hong Kong Underwriting Agreement, exercisable by the Company on or before the Price Determination Date, pursuant to which the Company may issue and allot up to an aggregate of 5,550,000 additional Shares at the Offer Price, to cover the additional demand, if any, as described in the section headed "Structure of the Global Offering" in this Prospectus

"Ordinary Share(s)" or "Share(s)"

the ordinary share(s) of par value US$0.0001 per share in the authorized share capital of our Company

"Over-allotment Option"

the option expected to be granted by our Company to the International Underwriters, exercisable by the Joint Sponsor-Overall Coordinators (on behalf of the International Underwriters) pursuant to the International Underwriting Agreement, pursuant to which our Company may be required to allot and issue up to an aggregate of 5,550,000 additional Shares (assuming the Offer Size Adjustment Option is not exercised) or 6,382,500 additional Shares (assuming the Offer Size Adjustment Option is exercised in full) at the Offer Price to, among other things, cover over-allocations in the International Offering, if any, further details of which are described in the section headed "Structure of the Global Offering" in this Prospectus

"Pathfinder SII(s)"

has the meaning ascribed to it in Chapter 2.5 of the Guide for New Listing Applicants issued by the Stock Exchange

"PBOC"

People's Bank of China (中国人民银行)

"Post-IPO Share Plan"

the share plan conditionally adopted and approved by our Shareholders on July 26, 2024, the principal terms of which are set out in the section headed "Statutory and General Information – D. Share Incentive Schemes – 2. Post-IPO Share Plan" in Appendix IV in this Prospectus

– 41 –

DEFINITIONS "PRC GAAP"

People's Republic of China Generally Accepted Accounting Principles (《中华人民共和国公认会计准则》)

"PRC government"

the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local government entities) and its organs or, as the context requires, any of them

"PRC Legal Advisor"

Zhong Lun Law Firm, acting as legal counsel as to PRC laws to our Company

"Pre-IPO Investments"

the investments made by the Pre-IPO Investors, the principal terms of which are summarized in "History and Corporate Structure – Pre-IPO Investments" in this Prospectus

"Pre-IPO Investors"

the investor(s) who participated in our Pre-IPO Investments, details of which are set out in "History and Corporate Structure – Pre-IPO Investments" in this Prospectus

"Pre-IPO Share Plan"

the share plan approved by the Board on September 7, 2016, as amended from time to time, the principal terms of which are set out in the section headed "Statutory and General Information – D. Share Incentive Schemes – 1. Pre-IPO Share Plan" in Appendix IV in this Prospectus

"Preferred Share(s)"

Series A Preferred Share(s), Series A-1 Preferred Share(s), Series A-2 Preferred Share(s), Series B-1 Preferred Share(s), Series B-2 Preferred Share(s), Series B-3 Preferred Share(s), Series B-4 Preferred Share(s), Series B+ Preferred Share(s), Series C Preferred Share(s) and Series C+ Preferred Share(s)

"Price Determination Date"

the date, expected to be on or about Tuesday, August 6, 2024, on which the Offer Price will be determined and, in any event, not later than 12:00 noon on Tuesday, August 6, 2024

"Prospectus"

this prospectus being issued in connection with the Hong Kong Public Offering

"Regulation S"

Regulation S under the US Securities Act

– 42 –

DEFINITIONS

"RMB" or "Renminbi"

Renminbi, the lawful currency of the PRC

"Ruby Wealth"

Ruby Wealth International Limited, a limited liability company incorporated under the laws of the BVI and wholly owned by Mr. Liu

"SAFE"

State Administration of Foreign Exchange of the PRC (中華人民共和國國家外匯管理局)

"SAMR"

State Administration for Market Regulation of the PRC (國家市場監督管理總局) (formerly known as the State Administration for Industry and Commerce of the PRC (中華人民共和國國家工商行政管理總局) (the "SAIC"))

"SAT"

the State Taxation Administration of the PRC (中華人民共和國國家稅務總局)

"Series A Preferred Share(s)"

the series A preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 71,000,000 shares are in issue as of the Latest Practicable Date

"Series A-1 Preferred Share(s)"

the series A-1 preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 42,388,282 shares are in issue as of the Latest Practicable Date

"Series A-2 Preferred Share(s)"

the total of one series A-2 preferred share of par value US$0.0001 which was forfeited and canceled on January 7, 2022 as detailed in "History and Corporate Structure – Pre-IPO Investments" in this Prospectus, and none of which is in issue as of the Latest Practicable Date

"Series B-1 Preferred Share(s)"

the series B-1 preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 54,977,656 shares are in issue as of the Latest Practicable Date

"Series B-2 Preferred Share(s)"

the series B-2 preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 6,000,000 shares are in issue as of the Latest Practicable Date

– 43 –

DEFINITIONS

"Series B-3 Preferred Share(s)"

the series B-3 preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 24,557,864 shares are in issue as of the Latest Practicable Date

"Series B-4 Preferred Share(s)"

the series B-4 preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 23,959,003 shares are in issue as of the Latest Practicable Date

"Series B+ Preferred Share(s)"

the series B+ preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 49,315,790 shares are in issue as of the Latest Practicable Date

"Series C Preferred Share(s)"

the series C preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 75,780,089 shares are in issue as of the Latest Practicable Date

"Series C+ Preferred Share(s)"

the series C+ preferred share(s) of par value US$0.0001 per share in the authorized share capital of our Company, of which 66,314,154 shares are in issue as of the Latest Practicable Date

"SFC"

the Securities and Futures Commission of Hong Kong

"SFO"

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

"Shanghai Boyou"

Shanghai Boyou Intelligence Co., Ltd. (上海博又智能科技有限公司), a company established under the laws of the PRC with limited liability on January 16, 2017, our indirect wholly-owned subsidiary

"Shanghai Stock Exchange"

the Shanghai Stock Exchange (上海證券交易所)

"Share Plans"

the Pre-IPO Share Plan and the Post-IPO Share Plan

"Shareholder(s)"

holder(s) of the Shares

"Shenzhen Stock Exchange"

the Shenzhen Stock Exchange (深圳證券交易所)

– 44 –

DEFINITIONS

"Single Largest Shareholder"

means Mr. Shan, who will control the exercise of the voting rights of approximately 21.68% of our total issued share capital immediately upon the completion of the Global Offering (assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis, and (iii) without taking into account any Shares that may further be issued under the Share Plans)

"Specialist Technology Company"

has the meaning ascribed to it under the Listing Rules

"Stabilizing Manager"

China International Capital Corporation Hong Kong Securities Limited

"State Council"

the PRC State Council (中華人民共和國國務院)

"SummitView Capital (M&A)"

an investment team with 7 individuals (including Wu Ping, Pan Jianyue, Bernard Anthony Xavier), who are all Independent Third Parties

"Takeovers Code"

the Code on Takeovers and Mergers and Share Buy-backs issued by the SFC

"Track Record Period"

the period comprising the three financial years ended December 31, 2021, 2022 and 2023, and the three months ended March 31, 2024

"Triumphant Star"

camera monitoring system, a camera-based system which uses cameras to replace traditional side-view mirrors in vehicles for monitoring the sides and rear of a vehicle

"CNN"

convolutional neural network, a class of deep neural networks, most commonly applied to analyze visual imagery

"computing power" or "computing capability"

the ability of a chip to perform arithmetic and other computing operations, usually measured by TOPS

"CMOS"

complementary metal oxide semiconductor, a type of MOSFET (metal oxide semiconductor field-effect transistor) fabrication process that uses complementary and symmetrical pairs of p-type and n-type MOSFETs for logic functions

– 48 –

GLOSSARY OF TECHNICAL TERMS "CAN"

controller area network, a vehicle bus standard designed to allow microcontrollers and devices to communicate with each other's applications without a host computer

"cockpit"

in the context of intelligent automobiles, a cockpit system refers to the combination of electronics hardware and software that make up the interior human-machine interface of a vehicle

"CPU"

central processing unit, the primary component of a computer that receives and processes instructions

"CSI"

camera serial interface, a specification by the Mobile Industry Processor Interface (MIPI) Alliance that defines an interface between a camera and a host processor

"D2D interconnect"

die-to-die interconnect

"deep learning"

a type of machine learning method utilizing neural networks with many layers in the learning process

"DRAM"

dynamic random-access memory, a type of random access semiconductor memory that stores each bit of data in a memory cell, usually consisting of a small capacitor and a transistor

"DSP"

digital signal processor, a specialized microprocessor chip with its architecture optimized for the operational needs of digital signal processing

"ECU"

electronic control unit, a type of embedded system in automotive electronics that controls one or more of the electrical systems or subsystems in a vehicle

"EEA"

electrical/electronic architecture, the overall design and organization of the electrical and electronic systems within a vehicle

various

electrical

– 49 –

GLOSSARY OF TECHNICAL TERMS "eMMC"

embedded multi-media card, a storage solution for mobile and embedded applications

"EMS"

electronics manufacturing service, a term used for companies that design, manufacture, test, distribute, and provide return/repair services for electronic components and assemblies for original equipment manufacturers (OEMs)

"Ethernet"

a family of wired computer networking technologies commonly used in local area networks (LAN)

"FOTA"

firmware over-the-air, the mobile updating of devices wireless firmware

"FPGA"

field-programmable gate array, an integrated circuit (IC) designed to be configured by a customer or a designer after manufacturing

"FSD"

Full Self-Driving, referring to Tesla's driver-assistance system

"functional safety" or "FuSa"

functional safety standards ensure that systems perform their intended safety functions correctly to prevent dangerous failures, particularly in safety-critical applications like automotive (ISO 26262)

"GAN"

generative adversarial network, a class of machine learning frameworks in which two neural networks contest with each other in the form of a zero-sum game

"GPU"

graphics processing unit, a specialized electronic circuit designed to rapidly manipulate and alter memory to accelerate the creation of images in a frame buffer intended for output to a display device

"HiL"

hardware in the loop, a real-time simulation technique used in the development and testing of complex real-time embedded systems

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GLOSSARY OF TECHNICAL TERMS "HMI"

human-machine interface, a user interface or dashboard that connects a person to a machine, system, or device

"HPC"

high-performance computing, practice of aggregating computing power in a way that delivers much higher performance than one could get out of a typical desktop computer or workstation

"HVAC"

heating, ventilation and air conditioning, a system used in vehicles and buildings to regulate temperature and airflow

"IC"

integrated circuit, a set of electronic circuits on one small flat piece of semiconductor material

"ICV"

intelligent connected vehicle

"IDS"

intrusion detection system, a device or software application that monitors a network or systems for malicious activity or policy violations

"IEEE"

Institute of Electrical and Electronics Engineers

"IPC"

inter-process communication

"ISP"

image signal processor, a type of media processor or specialized digital signal processor (DSP) used to process image data from digital cameras

"ISO"

International Standards Organization

"ISO 26262"

an international functional safety standard for automotive E/E (electrical/electronic) systems

"LPDDR"

low power double data rate, a specification of double data rate synchronous dynamic random-access memory

"LiDAR"

light detection and ranging, a method of measuring distances (ranging) by illuminating the target with laser light and measuring the reflection with a sensor

– 51 –

GLOSSARY OF TECHNICAL TERMS "LKAS"

lane keeping assist system, a system which automatically keeps a vehicle in the correct lane on a road

"machine learning"

a branch of artificial intelligence (AI) that involves training algorithms to make predictions or decisions based on data

"MCU"

microcontroller unit, a small computer on a single integrated circuit that contains a processor core, memory, and programmable input/output peripherals

"MIPI"

mobile industry processor interface, a set of specifications developed by the MIPI Alliance for mobile and mobile-influenced industries

"MLP"

multilayer perceptron, a type of feedforward artificial neural network (ANN)

"mm-wave radar"

millimeter wave radar, a type of radar sensor used for object detection and distance measurement using millimeter wave (from 30GHz to 300GHz) electromagnetic waves

"neural network"

a computational model inspired by the structure of the brain, consisting of interconnected nodes (neurons) organized in layers that process information

"NLP"

natural language processing, a field of artificial intelligence concerned with giving computers the ability to understand text and spoken words in much the same way human beings can

"NOA"

navigate on autopilot, a feature that enables the vehicle to automatically complete lane changes and highway navigation (such as on-ramp to off-ramp) under driver supervision

"NPU"

neural processing unit, a specialized circuit that implements all the necessary control and arithmetic logic necessary to execute machine learning algorithms

– 52 –

GLOSSARY OF TECHNICAL TERMS "OBD"

on-board diagnostics, a vehicle's self-diagnostic and reporting capability

"OEM"

original equipment manufacturer

"OTA"

over-the-air, a technology allowing wireless transmissions of software and firmware updates to mobile devices, customer-premises equipment and IoT devices

"PCIE"

peripheral component interconnect express, a high-speed serial computer expansion bus standard

"perception"

in the context of autonomous driving, the ability to identify objects or features in the environment from sensor data in real time and to provide output data for further decision-making and planning

"pixel"

the smallest unit of information in an image

"planning"

in the context of autonomous driving, the process of computing the optimal behavior and motion trajectory for a vehicle

"platform"

a set of software and hardware technologies that serve as a base on which other applications, processes, or technologies are developed

"PMU"

power management unit, a type of integrated circuit that manages the power requirements of the host system

"PoP"

package on package, a method of combining vertically discrete logic and memory ball grid array (BGA) packages

"PMIC"

power management integrated circuit, a type of chip that manages the power supply and distribution of electronic components within a system

– 53 –

GLOSSARY OF TECHNICAL TERMS "radar"

a detection system that uses radio waves to determine the range, angle, or velocity of objects

"RAM"

random-access memory, a form of computer memory that can be read and changed in any order, typically used to store working data and machine code

"resolution"

the number of pixels comprising an image

"RISC-V"

reduced instruction set computer - V, a free and open instruction set architecture (ISA) based on established reduced instruction set computer (RISC) principles

"RNN"

recurrent neural network, a class of artificial neural networks where connections between nodes can create a cycle, allowing output from some nodes to affect subsequent input to the same nodes

"RTOS"

real-time operating system, an operating system for real-time computing applications that processes data and events that have critically defined time constraints

"SAE"

Society of Automotive Engineers

"SiL"

software in the loop, a software simulation methodology used in automotive development that enables the testing of embedded software or control algorithms

"SoC"

system on a chip, an IC that integrates most or all components of a computer or other electronic system

"SOTIF"

Safety of the Intended Functionality, an additional automotive safety standard (ISO/PAS 21448) designed to address hazards due to the insufficiency of the specification or performance limitations of the intended functionality without faults

"SRAM"

static random-access memory, a type of random-access memory (RAM) that uses latching circuitry (flip-flop) to store each bit

– 54 –

GLOSSARY OF TECHNICAL TERMS "surround view"

a system that uses multiple cameras to create a 360- degree bird's-eye-view image of the area around a vehicle

"TDA"

Texas Instruments Incorporated (德州儀器)

"Tier 1"

refers to a direct supplier to original equipment manufacturers in the automotive industry. According to Frost & Sullivan, the term "Tier 1" is commonly used and recognized in the autonomous driving industry

"TLA"

Tong Li Auto (通立汽配), a Tier 1 supplier

"TOPS"

tera operations per second, a measure of computing performance

"transformer"

a deep learning model architecture that uses self- attention mechanisms to process input sequences in parallel

"UFS"

universal flash storage, a flash storage standard designed for use in smartphones and other mobile applications

"UTC"

coordinated universal time, the primary time standard by which the world regulates clocks and time

"V2X"

vehicle-to-everything, a vehicular communication system that incorporates other V2P (vehicle-to-pedestrian), V2V (vehicle-to-vehicle), V2I (vehicle-to-infrastructure) and V2N (vehicle-to-network) types of communication

"VLAN"

virtual local area network, any broadcast domain that is partitioned and isolated in a computer network at the data link layer

– 55 –

GLOSSARY OF TECHNICAL TERMS "VPU"

video processing unit, a specialized microprocessor designed to accelerate video processing operations

"VRAM"

video random access memory, a form of random-access memory designed for storing the image data that a computer displays

"wafer"

a thin slice of semiconductor material (usually silicon) used in the fabrication of integrated circuits

"WoW"

wafer on wafer, a technology whereby two or more semiconductor chips (dies) fabricated on separate wafers are bonded together directly at the wafer level

– 56 –

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include, without limitation, statements relating to:

•

our strategies and business plans;

•

the expected growth of the autonomous driving chip market;

•

the expected growth of our revenues and/or profits;

•

our operations and business prospects;

•

our financial position and results of operations;

•

the expected industry trends;

•

capital expenditures plans;

•

our dividend policy; and

•

general economic trends and conditions in the jurisdictions where we operate.

The words "may", "will", "expect", "anticipate", "seek", "future", "intend", "plan", "estimate", "project", "believe", "potential", "continue" and similar expressions, as they relate to us or our management, are intended to identify a number of these forwardlooking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements were made as of the date of this Prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

These forward-looking statements are subject to risks, uncertainties and assumptions, including those set out in "Risk Factors" in this Prospectus. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Prospectus may not occur, and our actual results could differ materially from those anticipated in our forward-looking statements.

– 57 –

RISK FACTORS

You should carefully consider all of the information in this Prospectus, including the risks and uncertainties described below, before making an investment decision. Any of the following risks, either alone or combined with other factors or events, could adversely affect our business operations, financial condition, results of operations and growth prospects. You may lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition and results of operations.

RISKS RELATING TO OUR BUSINESS

1.

We have a history of net losses and may continue to incur net losses.

We recorded net losses of RMB373.4 million (万元), RMB395.3 million (万元) and RMB348.7 million (万元) for the years ended December 31, 2021, 2022, and 2023, respectively, and net losses of RMB187.4 million (万元) for the six months ended June 30, 2024. Our accumulated deficit amounted to RMB1,566.8 million (万元) as of June 30, 2024.

GLOSSARY OF TECHNICAL TERMS

"CPU" | central processing unit, a complex set of electronic circuitry that runs the machine's operating system and apps

"design win" | refers to an achievement when a company's product is selected and approved for inclusion in a specific vehicle model or automotive system by an OEM or Tier 1 supplier. According to Frost & Sullivan, "design win" is commonly used in the automotive industry

"DMS" | driver monitoring system, a vehicle safety system to assess the driver's alertness and warn the driver if needed and eventually apply the brakes

"DSP" | digital signal processor, a specialized microprocessor chip, with its architecture optimized for the operational needs of digital signal processing

"DVR" | digital video recorders, an electronic device that records video in a digital format to a local or networked mass storage device

"E/E architecture" | electrical/electronic architecture, the convergence of electronics, software and wiring into one integrated system

"EfficientNet" | a convolutional neural network architecture and scaling method that uniformly scales all dimensions of depth/width/resolution using a compound coefficient

"EMMC" | embedded multi media card, a memory card standard used for solid-state storage

"EVITA" | E-safety Vehicle Intrusion Protected Applications, a set of standards that set out a recommended hardware and software architecture to satisfy safety requirements intended to mitigate the cybersecurity threats associated with typical connected car use cases

"EXW" | Ex Works, a pre-defined commercial shipping arrangement meaning that the seller's only responsibility is making the goods available at the designated location

– 49 –

GLOSSARY OF TECHNICAL TERMS

"factory-installation" | any vehicle equipment or accessory or app or device or option or program when that is installed by the manufacturer (in contrast to equipment or accessory or app or device or option or program that may be installed by the owner or the dealer)

"FAD" | full autonomous driving

"FCW" | forward collision warning system, an ADAS that warns the driver of an impending collision by detecting stopped or slowly moved vehicles ahead

"FFC" | FinFET compact model, a model for circuit simulation required for designing FinFET-based ICs

"GPIO" | general-purpose input/output, an uncommitted digital signal pin on an integrated circuit or electronic circuit board which may be used as an input or output, or both, and is controllable by software

"GPU" | graphics processing unit, a specialized electronic circuit designed to manipulate and alter memory to accelerate the creation of images in a frame buffer intended for output to a display device

"HD" | high definition

"HDR" | high dynamic range, the set of technologies and techniques that allow to increase the dynamic range of images or videos

"HDRNet" | a machine learning process designed to learn, as intermediate representation, a local affine color transformation

"HF" | halogen free, a substance must consist of less than 900 parts per million (ppm) of chlorine or bromine and also have less than 1500 ppm of total halogens to be classified as halogen free

– 50 –

GLOSSARY OF TECHNICAL TERMS

"high-computing power SoC" | SoC with 50+ TOPS on INT8. According to Frost & Sullivan, the term "high-computing power autonomous driving SoC" is commonly used and recognized in the autonomous driving industry. This concept arises from the rapid advancement of autonomous driving technology, which has led to a growing demand for computing power resources to efficiently process massive amounts of data. Autonomous driving technology is advancing from level 2 to level 3, with 50 TOPS or above generally considered as the required computing power to potentially achieve Level 3 autonomous driving functionality. In this context, SoCs with a computing power of 50 TOPS are widely considered the threshold that distinguishes high-computing power autonomous driving chips from more common ones

"HMW" | headway monitoring warning, an ADAS that constantly monitors the distance, in seconds, to the vehicle ahead, and an alert is issued if the distance becomes unsafe, according to the fleet's predefined threshold

"HPA" | home-zone parking assist, enabling drivers to have their vehicle park and exit parking spaces automatically

"HPP" | home zone parking pilot, the advance driver system that helps the driver to park the vehicle completely automatically

"HWA" | highway assist, an ADAS designed for limited-access highways

"HWP" | highway pilot, a combination of automated sub-systems for lateral and longitudinal vehicle control

"I/O interface" | the mediums in which data are sent from internal logic to external sources and from which data are received from external sources

"I2C" | inter-integrated circuit, a synchronous, multi-master/multi-slave, single-ended, serial communication bus

"I2S" | inter-IC sound, an electrical serial bus interface standard used for connecting digital audio devices together

– 51 –

GLOSSARY OF TECHNICAL TERMS

"IATF16949" | A technical specification aimed at the development of a quality management system which provides for continual improvement, emphasizing defect prevention and the reduction of variation and waste in the automotive industry supply chain and assembly process

"IC" | integrated circuit, a set of electronic circuits on one small flat piece (or "chip") of semiconductor material, usually silicon

"ICE" | internal combustion engine vehicle

"INT8" |

"REACH"

Registration, Evaluation, Authorisation and Restriction of Chemicals, a European Union regulation on chemicals and their safe use

that manages computer

– 55 –

GLOSSARY OF TECHNICAL TERMS "ResNet"

a type of convolutional neural network that utilizes skip connections, or shortcuts to jump over some layers

"RISC-V"

reduced instruction set computer V, an open standard instruction set architecture (ISA) based on established reduced instruction set computer (RISC) principles

"RoHS"

Restriction of Hazardous Substances, a European Union directive that restricts the use of specific hazardous materials found in electrical and electronic products

"SDK"

software development kit, a set of software tools and programs used by developers to create applications for specific platforms

"SoC"

system on a chip, an integrated circuit that integrates most components of a computer or other electronic system

"SPI"

serial peripheral interface, a synchronous serial communication interface specification used for short-distance communication

"SRAM"

static random-access memory, a type of random-access memory (RAM) that uses latching circuitry (flip-flop) to store each bit

"surround view"

a type of ADAS that provides a bird's eye view of the area surrounding a vehicle, typically generated by synthesizing images from multiple wide-angle cameras mounted on the vehicle

"TDA4"

a family of automotive-grade system on chip (SoC) products developed by Texas Instruments for ADAS applications

"TFLite"

TensorFlow Lite, an open-source deep learning framework for on-device inference developed by Google

– 56 –

GLOSSARY OF TECHNICAL TERMS "TOPS"

tera operations per second, a unit of measurement for the computing power of a chip, equivalent to one trillion operations per second

"ToF"

time of flight, a method used to measure the distance between a sensor and an object, based on the time difference between the emission of a signal and its return to the sensor after being reflected by an object

"UART"

universal asynchronous receiver-transmitter, a computer hardware device for asynchronous serial communication in which the data format and transmission speeds are configurable

"USB"

universal serial bus, an industry standard that establishes specifications for cables, connectors and protocols for connection, communication and power supply between computers, peripherals and other computers

"V2X"

vehicle to everything, a vehicular communication system that incorporates other more specific types of communication such as V2I (vehicle-to-infrastructure), V2N (vehicle-to-network), V2V (vehicle-to-vehicle), V2P (vehicle-to-pedestrian), V2D (vehicle-to-device) and V2G (vehicle-to-grid)

"VLIW"

very long instruction word, a type of CPU architecture that utilizes a set of instructions that can be executed in parallel

"YOLOv3"

you only look once version 3, a real-time object detection algorithm that identifies specific objects in videos, live feeds, or images

– 57 –

GLOSSARY OF TECHNICAL TERMS

"RoHS" | restriction of hazardous substances in electrical and electronic equipment，即欧盟关于限制在电气和电子设备中使用有害物质的规定，旨在保护环境和公众健康 | restriction of hazardous substances in electrical and electronic equipment, the European Union rules restricting the use of hazardous substances in electrical and electronic equipment to protect the environment and public health

"RPA" | remote parking assist，远程泊车辅助，能够检测停车位并可将车辆驶入或驶出停车位 | remote parking assist, detecting parking spaces and can move the vehicle into and out of them

"SAE International" | 美国汽车工程师学会，一家总部位于美国的全球性工程专业人员协会，涵盖多个行业，专注于交通运输行业。根据弗若斯特沙利文的资料，SAE International在全球汽车行业获得广泛认可和采用。SAE International根据人工干预程度及驾驶场景范围，将驾驶自动化划分为六个级别，即L0、L1、L2、L3、L4和L5，其中L5为完全自动驾驶，无需人工干预，L0则无任何自动系统控制 | a U.S.-based global association of engineering professionals in various industries with a focus on transport industries, which is widely acknowledged and adopted in the global automotive industry, according to Frost & Sullivan. SAE International classifies driving automation into six levels based on the extent of human intervention and the scope of the driving scenario, namely L0, L1, L2, L3, L4 and L5, with L5 being completely autonomous with no human intervention needed and L0 having no autonomous system control

"SD" | secure digital，安全数字存储卡，一种专有的非易失性闪存卡格式，由SD协会开发，用于便携式设备 | secure digital, a proprietary, non-volatile, flash memory card format that the SD Association developed for use in portable devices

"SDK" | software development kit，软件开发工具包，由硬件和软件供应商提供的一套软件工具和程序，开发人员可使用其为特定平台构建应用程序 | software development kit, a set of software tools and programs provided by hardware and software vendors that developers can use to build applications for specific platforms

"SOA" | service-oriented architecture，面向服务的架构，一种软件开发方法，使用称为服务的软件组件来创建业务应用程序 | service-oriented architecture, a method of software development that uses software components called services to create business applications

"SoC" | system-on-chips，片上系统，一种将计算机或其他电子系统的大部分或全部组件集成在一起的集成电路 | system-on-chips, an integrated circuit that integrates most or all components of a computer or other electronic system

"SOM" | system-on-module，模块上系统，一种将系统功能集成于单一模块中的板级电路 | system-on-module, a board-level circuit that integrates a system function in a single module

"SOP" | start of production，量产启动，即车辆或汽车零部件开始批量生产 | start of production, the start of series production of vehicles or vehicle parts

– 56 –

GLOSSARY OF TECHNICAL TERMS

"SPI" | 同步串行通信标准，主要用于嵌入式系统中集成电路之间的短距离有线通信 | a standard for synchronous serial communication, used primarily in embedded systems for short-distance wired communication between integrated circuits

"tape-out" | 流片，集成电路设计流程的最终成果，在送往制造厂商之前完成 | the final result of the design process for integrated circuits before they are sent for manufacturing

"Tier 1 suppliers" | 一级供应商，直接向汽车整车厂（OEM）供应零部件或系统的企业。汽车行业中其他类型的供应商包括二级供应商和三级供应商。二级供应商向一级供应商供货，三级供应商向二级供应商供货。根据弗若斯特沙利文的资料，"一级供应商"这一术语在自动驾驶行业中被普遍使用和认可 | companies that supply parts or systems directly to automotive OEMs. Other types of suppliers in the automotive industry include Tier 2 and Tier 3 suppliers. Tier 2 suppliers supply to Tier 1 suppliers. Tier 3 suppliers supply to Tier 2 suppliers. According to Frost & Sullivan, the term "Tier 1 supplier" is commonly used and recognized in the autonomous driving industry

"toolchain" | 工具链，用于执行复杂软件开发任务或创建软件产品的一套编程工具 | a set of programming tools used to perform a complex software development task or to create a software product

"TOPS" | tera operations per second，每秒万亿次运算，用于衡量超级计算机或包含多个处理器或SoC的高端电路板的整体性能 | tera operations per second, a measurement of the overall performance of a supercomputer or a high-end circuit board containing multiple processors or SoCs

"UART" | universal asynchronous receiver-transmitter，通用异步收发传输器，一种计算机硬件设备，用于异步串行通信，其数据格式和传输速度均可配置 | universal asynchronous receiver-transmitter, a computer hardware device for asynchronous serial communication in which the data format and transmission speeds are configurable

"UNet" | 一种完全卷积神经网络，专为从较少训练样本中学习而设计 | a fully convolutional neural network that is designed to learn from fewer training samples

"USB" | universal serial bus，通用串行总线，一种行业标准，允许多种不同类型的电子设备之间进行数据交换和电力传输 | universal serial bus, an industry standard that allows data exchange and delivery of power between many various types of electronics

"V2X" | vehicle-to-everything，车联万物，指车辆与任何可能影响车辆或可能受车辆影响的实体之间的通信 | vehicle-to-everything, referring to the communication between a vehicle and any entity that may affect, or may be affected by, the vehicle

"YOLO" | you only look once，一种流行的模型架构和目标检测算法，能够实现高精度和高整体处理速度 | you only look once, a popular model architecture and object detection algorithm, producing high accuracy and overall processing speed

– 57 –

前瞻性陈述

本招股说明书包含，以及并入本文以供参考的文件可能包含某些属于或可被视为"前瞻性陈述"的表述。这些前瞻性陈述可通过以下前瞻性术语加以识别，包括"相信"、"目标"、"估计"、"计划"、"项目"、"预期"、"期望"、"打算"、"可能"、"寻求"、"能够"、"可以"、"应当"、"潜力"、"将会"或"应该"等词语或类似表述，或在每种情况下其否定形式或其他变体，或可比较的术语，或通过对战略、计划、目标、目的、未来事件或意图的讨论加以识别。特别地，凡提及"估计"之处，仅指管理层已采用最佳估计的情形。上述前瞻性陈述包括所有非历史事实的内容。该等陈述出现于本招股说明书的多处，包括但不限于有关以下事项的我们的意图、信念或当前预期的陈述：我们的业务、经营业绩、财务状况、流动性、前景、增长、战略，以及我们目前或未来可能在其中运营的行业和市场。

就其性质而言，前瞻性陈述涉及风险和不确定性，因为其与未来事件和情况相关。前瞻性陈述并不保证我们未来的业绩表现，亦不保证我们经营业绩、财务状况及流动性的实际结果。我们所运营的市场及行业的发展状况可能与本招股说明书所载前瞻性陈述所描述或暗示的情形存在重大差异。此外，即使我们的经营业绩、财务状况及流动性，以及我们所运营的市场及行业的发展状况与本招股说明书所载前瞻性陈述相符，该等结果或发展亦未必预示其后各期间的结果或发展。若干风险、不确定性及其他因素可能导致实际结果及发展与前瞻性陈述所明示或暗示的内容存在重大差异，包括但不限于：

• 我们的经营情况及业务前景；

• 我们维持与主要客户及供应商关系的能力，以及影响主要客户及供应商的行动和发展；

• 我们所运营行业及市场的未来发展、趋势及状况；

• 我们所运营市场的一般经济、政治及商业环境；

• 我们所运营行业及市场的监管环境变化；

• 第三方按照合同条款及规格履约的能力；

— 58 —

前瞻性陈述

• 我们留任高级管理人员及核心人员以及招募合格员工的能力；

• 我们的业务战略及实现上述战略的计划，包括我们的扩张计划；

• 我们竞争对手的行动及相关发展；

• 我们降低成本及提供具竞争力价格的能力；

• 我们捍卫知识产权及保护保密信息的能力；

• 利率、外汇汇率、股票价格、交易量、大宗商品价格及整体市场趋势的变化或波动；

• 资本市场发展；以及

• 我们的股息政策。

前瞻性陈述可能且通常与实际结果存在重大差异。本招股说明书中的任何前瞻性陈述均反映我们管理层对未来事件的当前看法，并受与未来事件相关的风险及其他风险、不确定性和假设的影响。投资者在作出任何投资决定之前，应特别考虑本招股说明书中所列明的可能导致实际结果出现差异的各项因素。在符合《上市规则》的规定及适用法律可能要求的前提下，我们不承担修订本招股说明书中任何前瞻性陈述的义务，无论是为了反映我们预期的任何变化，还是本招股说明书日期后可能发生或出现的任何事件或情况。本招股说明书中所有前瞻性陈述均受本警示性声明的限制。

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RISK FACTORS

An investment in our Shares involves various risks. You should carefully consider all the information in this Prospectus and in particular the risks and uncertainties described below before making an investment in our Shares.

The occurrence of any of the following events could materially and adversely affect our business, results of operations, financial condition or prospects. If any of these events occurs, the trading price of our Shares could decline and you may lose all or part of your investment. You should seek professional advice from your relevant advisors regarding your prospective investment in the context of your particular circumstances.

In addition to other information in this Prospectus, you should carefully consider the following risk factors before making any investment decision in relation to our Shares. Any of the following risks may materially and adversely affect our business, results of operations or financial condition, or otherwise cause a decrease in the trading price of our Shares and cause you to lose part or all of the value of your investment in our Shares.

We are in the early stage of commercialization, with our SoCs going into mass production only in 2022. In addition, we have recorded operating loss since our inception, and expect to continue incurring adjusted net loss (non-IFRS measure) and operating loss for the years ending December 31, 2024 and 2025, respectively. We believe there are certain risks and uncertainties involved in our operations, some of which are beyond our control. We have categorized these risks and uncertainties into: (i) risks relating to the research and development of our products and solutions; (ii) risks relating to our intellectual property rights; (iii) risks relating to the commercialization of our products and solutions; (iv) risks relating to the manufacturing of our products; (v) risks relating to our financial condition and need for additional capital; (vi) risks relating to our general operations; (vii) risks relating to conducting business in the PRC; and (viii) risks relating to the Global Offering.

Additional risks and uncertainties that are presently not known to us or not expressed or implied below or that we currently deem immaterial could also harm our business, results of operations and financial condition. 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

RISKS RELATING TO THE RESEARCH AND DEVELOPMENT OF OUR PRODUCTS AND SOLUTIONS

If we are unable to develop and introduce new products and solutions, our future business, results of operations, financial condition and competitive position would be materially and adversely affected.

Our future business, results of operations, financial condition and competitive position depend on our ability to develop and introduce new and enhanced autonomous driving and cross-domain products and solutions that incorporate and integrate the latest technological advancements in sensing and perception technologies, software and hardware, and camera, radar, LiDAR, mapping, and deep learning technologies to satisfy evolving customer, regulatory, and safety rating requirements, despite our successful launch of several automotive-grade SoCs and solutions, such as our flagship Huashan A1000 Series SoCs. We may encounter significant unexpected technical and production challenges, or delays in completing the development of new and enhanced products and solutions and ramping up production in a cost-efficient manner, which require us to invest significant resources in R&D and also require that we:

• design innovative, accurate, and safety- and comfort-enhancing functions that differentiate our products and solutions from those of our competitors;

• continuously improve the reliability of our autonomous driving and cross-domain technologies;

• cooperate effectively on new designs and development with our customers, suppliers and partners;

• respond effectively to technological changes and product announcements by our competitors; and

• adjust to changing customer requirements, market conditions, and regulatory and rating standards quickly and cost-effectively.

If there are delays in, or if we fail to complete when expected or at all, the development of new and enhanced products and solutions, we may not be able to satisfy our customers' requirements, achieve additional design wins with existing or new customers, or achieve broader market acceptance of our products and solutions, our business, results of operations, financial condition and competitive position would be materially and adversely affected.

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RISK FACTORS

We have been and intend to continue investing significantly in R&D, which may adversely affect our profitability and operating cash flow and may not generate the results we expect to achieve.

We are focusing our R&D efforts across several key products and solutions, such as automotive-grade SoCs and solutions. We have been investing heavily in our R&D efforts. Our R&D expenses amounted to RMB595.4 million, RMB764.1 million, RMB1,362.5 million, RMB266.5 million and RMB339.4 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. The industries in which we operate are subject to rapid technological changes and are evolving quickly in terms of technological innovation. We need to invest significant resources, including financial resources, in R&D to make technological advances in order to expand our offerings and make our products and solutions innovative and competitive in the market. As a result, we may continue to incur significant R&D expenses in the future.

However, we cannot guarantee that our efforts will deliver the benefits we anticipate or be recognized as expected. Development activities are inherently uncertain, and we may not be able to obtain and retain sufficient resources including qualified R&D personnel. Even if we succeed in our R&D efforts and generate the results we expect, we may still encounter practical difficulties in commercializing our development results. New technologies could render our technologies, our technological infrastructure or products and solutions that we are developing or expect to develop in the future obsolete or unattractive, thereby limiting our ability to recover related product development costs, which could result in a decline in our revenues, profitability and market share.

Our R&D efforts may not contribute to our future results of operations for several years, if at all, and such contributions may not meet our expectations or even cover the costs of such efforts, which would materially and adversely affect our business, results of operations, financial condition and competitive position.

We depend on contractual relationships with third parties for certain technologies, and our inability to use or obtain such technologies in the future would materially and adversely affect our business, results of operations, financial condition and competitive position.

We integrate certain technologies developed and owned by third parties into our products and solutions, such as certain IP cores for Huashan Series SoCs and Wudang Series SoCs, through agreements. Such third-party technologies are generally assistive in nature, and we are generally charged a one-off licensing fee by such third parties. During the Track Record Period, we had IP licensing fees of RMB210.1 million, RMB33.8 million, RMB69.7 million, RMB16.7 million and RMB8.4 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively, accounting for 35.3%, 4.4%, 5.1%, 6.3% and 2.5% of our total R&D expenses in the respective periods. See "Business – Research and Development – Key Research Projects – Third-party Technologies".

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RISK FACTORS

If we are unable to maintain our contractual relationships with such third parties on which we depend, or if we are unable to continue to use or obtain these technologies on reasonable terms, or if errors or other defects occur in these technologies, we may not be able to secure alternatives in a timely manner or at all, and, in turn, our business, results of operations, financial condition and competitive position would be materially and adversely affected.

In addition, if we are unable to successfully obtain technologies from third parties to develop future products and solutions, we may not be able to develop such products and solutions in a timely manner or at all. The operation or security of our products and solutions could be impaired if errors or other defects occur in the third-party technologies we use, and it may be more difficult for us to correct any such errors and defects in a timely manner, if at all, because the development and maintenance of these technologies is beyond our control. Any impairment of the technologies, or of our relationship with these third parties would materially and adversely affect our business, results of operations, financial condition and competitive position.

RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS

We may not be able to obtain or maintain adequate intellectual property rights protection for our product and solution candidates, or the scope of such intellectual property rights protection may not be sufficiently broad.

Our success depends in a large part on our ability to protect our proprietary technology as well as our product and solution candidates from competition by obtaining, maintaining and enforcing our intellectual property rights, including patent rights. We have been protecting the proprietary technologies that we consider commercially important by, among others, filing patent applications in the PRC and other jurisdictions. As of the Latest Practicable Date, we owned 58 registered patents in China and 75 registered patents in the United States, and 120 patent applications in China and 43 patent applications in the United States. See "Business – Intellectual Property Rights." The patent application process may be expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner, if at all. In addition, we may however fail to identify patentable aspects of our R&D outputs before it is too late to obtain patent protection. As a result, we may not be able to prevent competitors from developing and commercializing competitive products and solutions in all such fields.

Specifically, patents may be invalidated, and patent applications may not be granted for several reasons, including known or unknown prior deficiencies in the patent application or the lack of novelty of the underlying invention or technology. Moreover, the patent position of automotive-grade SoC and solution providers like us may be uncertain because it involves complex legal and factual considerations. Our patent applications may not be granted in the end. As such, we do not know the degree of future protection that we will have on our proprietary technologies, if any, and we may not be able to obtain adequate intellectual property protection with respect to our products and solutions.

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RISK FACTORS

Even if our patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our patents by developing similar or alternative technologies or products and solutions in a non-infringing manner. The issuance of a patent is not conclusive as to its inventor, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the PRC and other jurisdictions. Further, although various extensions may be available, the life of a patent and the protection it affords are limited. For example, in the PRC, invention patents and utility model patents are valid for 20 years and ten years from the date of application, respectively. We may face competition for any approved product or solution candidates even if we successfully obtain patent protection once the patent life has expired for the product or solution.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, competitive position and prospects.

We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful. Our patent rights relating to our products and solutions could be found invalid or unenforceable if being challenged in court or before the CNIPA or related intellectual property agencies in other jurisdictions.

Competitors may infringe our patent rights or misappropriate or otherwise violate our intellectual property rights. To counter infringement or unauthorized use, litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of our own intellectual property rights or the proprietary rights of others. This can be expensive and time-consuming. Any claims that we assert against perceived infringers could also provoke these parties to assert counterclaims against us alleging that we infringe their intellectual property rights. Many of our current and potential competitors have the ability to dedicate substantially greater resources to enforce and/or defend their intellectual property rights than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. An adverse result in any litigation proceeding could put our patents, as well as any patents that may issue in the future from our pending patent applications, at risk of being invalidated, held unenforceable or interpreted narrowly.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, some of our confidential information could be compromised by disclosure during this type of litigation. Defendant counterclaims alleging invalidity or unenforceability are commonplace, and can be asserted on numerous grounds. Third parties may also raise similar claims before administrative bodies in China or abroad, even outside the context of litigation. Such proceedings could result in revocation or amendment to our patents in such a way that they no longer cover and protect our products and solutions or product and solution candidates. The outcome following legal assertions of invalidity and unenforceability is unpredictable.

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RISK FACTORS

If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our products and solutions or product and solution candidates. Such a loss of patent protection could materially and adversely affect our business.

If third parties claim that we infringe upon their intellectual property rights, we may incur liabilities and financial penalties and may have to redesign or discontinue selling the products or solutions involved.

Companies operating in automotive-grade SoC and solution industries routinely seek patent protection for their product and solution designs. Some of our competitors have large patent portfolios, and may claim that our expected commercial use of our products or solutions have infringed their patents. These patents have broad claims, so it might be alleged that certain features of our products or solutions fall within the claims of such patents. Therefore, our competitors may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights in connection with the commercialization of the relevant products or solutions.

Companies in automotive-grade SoC and solution industries may use intellectual property litigation to gain a competitive advantage. Whether a product or solution infringes a patent involves an analysis of complex legal and factual issues, the determination of which is often uncertain. We may hire employees who have previously worked for our competitors. There can be no assurance that such employees will not use their previous employers' proprietary know-how or trade secrets in their work for us, which could result in litigation against us. Our competitors may also have filed for patent protection which is not as yet a matter of public knowledge or claim trademark rights that have not been revealed through our searches of relevant public records. Our efforts to identify and avoid infringing on third parties' intellectual property rights may not always be successful. Any claims of patent or other intellectual property infringement, regardless of their merit, could:

• be expensive and time-consuming to defend;

• require us to pay substantial damages to third parties;

• forbid us from making or selling products or solutions that incorporate the challenged intellectual property;

要求我们重新设计、重新研发或重新命名我们的产品或解决方案；

•

要求我们签订专利使用费或许可协议，以获得使用第三方知识产权的权利，而此类协议可能无法以我们可接受的条款达成，或根本无法达成；

•

分散我们管理层的注意力；或

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风险因素 •

导致客户在诉讼解决之前终止、推迟或限制对受影响产品的采购。

此外，竞争对手获得的新专利可能会威胁到相关产品或解决方案在市场上的持续存在，即便该产品或解决方案已经推出亦然。

获取和维持我们的专利保护取决于是否遵守政府专利机构规定的各种程序性、文件性、费用缴纳及其他要求，若不符合上述要求，我们的专利保护可能被削减或撤销。

中国国家知识产权局（CNIPA）及各政府专利机构要求在专利申请过程中及专利有效期内遵守若干程序性、文件性、费用缴纳及其他类似规定。违规事件，包括未能在规定期限内回复官方行动、未缴纳定期维持费，以及未能妥善办理合法化手续并提交正式文件，可能导致专利或专利申请被放弃或失效，从而导致在相关司法管辖区部分或全部丧失专利权。一旦发生上述任何情况，我们的竞争对手可能得以进入市场，这将对我们的业务产生重大不利影响。

专利法的变化可能会降低专利的总体价值，从而削弱我们保护产品和解决方案的能力。

各司法管辖区专利保护的范围存在不确定性。中国或其他国家专利法律或其解释的变化，可能会削弱我们保护发明创造、获取、维持、捍卫和执行知识产权的能力，并在更广泛意义上影响我们知识产权的价值或缩小我们专利权的范围。我们无法预测目前正在申请或未来可能申请的专利申请是否会在特定司法管辖区获得授权，也无法预测未来获授专利的权利要求是否能够提供足够的竞争保护。专利申请中所主张的保护范围在专利授权前可能被大幅缩减，且在授权后其范围亦可能被重新解释。

即便我们目前或未来拥有的专利申请获得授权，其授权形式也可能无法为我们提供任何实质性保护、阻止竞争对手或其他第三方与我们竞争，或为我们提供任何竞争优势。因此，我们专利权的授权、范围、有效性、可执行性及商业价值均存在高度不确定性。

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风险因素

我们可能无法保护我们商业秘密的保密性，且我们可能面临员工或第三方被指控不当使用或披露他人商业秘密的索赔。

除已获授权的专利及待审专利申请外，我们依赖商业秘密（包括未获专利保护的专有技术、技术及其他专有信息）来保护我们的产品和解决方案，从而维持我们的竞争地位。我们通过与能够接触上述信息的各方签订保密协议、竞业禁止契约或在相关协议中纳入此类承诺，对上述商业秘密予以部分保护。我们亦与员工签订劳动合同，其中包含有关发明及发现成果归属的条款。尽管如此，我们无法保证员工或第三方不会对我们的专有保密信息进行未经授权的使用或披露。此类情况可能系故意为之，亦可能系无意所致。尽管我们可能对实施未经授权披露的人员采取法律行动，竞争对手仍有可能获取上述信息并加以利用，从而使我们的竞争地位受到损害。此外，若我们的员工或业务合作伙伴在为我们工作的过程中使用他人拥有的知识产权，则可能就相关或由此产生的专有技术及发明的权利归属产生争议。

商业秘密难以保护。我们的员工或业务合作伙伴可能故意或无意地向竞争对手披露我们的商业秘密信息，或我们的商业秘密可能以其他方式遭到侵占。就第三方非法获取并使用我们任何商业秘密提出索赔，不仅耗费大量费用和时间，且结果难以预测。

我们亦寻求与员工签订协议，要求其将在为我们工作期间创造的任何发明成果转让予我们。然而，我们未必能在所有情况下均签订此类协议，且此类协议项下知识产权的转让未必能自动执行。此外，与我们业务相关的技术有可能由非上述协议当事方的人员独立研发。再者，若签订上述协议的员工违反协议条款，我们可能缺乏充分的补救措施，并可能因此类违约行为而丧失商业秘密及发明成果。我们可能涉及与上述知识产权归属相关的索赔，无论索赔方为我们还是针对我们。若我们在提起或抗辩任何此类索赔时失败，除须支付金钱赔偿外，我们还可能丧失宝贵的知识产权。即便我们成功提起诉讼或抗辩此类索赔，诉讼亦可能导致大量费用支出，并分散我们管理层及研发人员的精力。

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RISK FACTORS

RISKS RELATING TO THE COMMERCIALIZATION OF OUR PRODUCTS AND SOLUTIONS

We have a limited track record in commercialization of our products and solutions.

We did not generate revenue from our solutions until August 2018 and from our SoCs until August 2021. Therefore, we have a limited track record in launching, commercializing, sales and marketing of our products and solutions. Our ability to successfully commercialize our products and solutions may involve more inherent risks, take longer, and cost more than it would if we were a company with longer track record in launching and marketing. In particular, the commercialization of new products and solutions requires additional resources. The success of our sales and marketing efforts depends on our ability to attract, motivate and retain qualified and professional employees in our commercialization team who have, among other things, adequate automotive knowledge to communicate effectively with automotive professionals, sufficient experience in sales and marketing of our automotive-grade SoCs and solutions, and extensive industry connections with automotive OEMs. Furthermore, along with our market expansion after the commercialization of our products and solutions, we expect to hire more employees with relevant automotive experience and knowledge to strengthen our marketing and sales workforce. However, competition for experienced sales and marketing personnel is intense. If we are unable to attract, motivate and retain a sufficient number of qualified sales and marketing personnel to support our business, our commercialization of our products and solutions may be adversely affected.

Due to our limited track record in commercialization of our products and solutions, there can be no assurance that our efforts seeking automotive OEM selection of our products and solutions will succeed, that the sales results of our products and solutions will meet our forecast even after we achieve design wins, that third parties will deploy and operate our products and solutions on the vehicle models effectively and meet overall user experience of the vehicle models, or that we will be able to fully maintain quality control over our products and solutions, which, individually or collectively, would materially and adversely affect the commercialization of our products and solutions, and, in turn, would materially and adversely affect our business and results of operations.

There can be no assurance that our efforts seeking design wins for our products and solutions will succeed.

We invest significant effort from the time of our initial contact with an automotive OEM to the time when the automotive OEM chooses our products and solutions to incorporate into one or more specific vehicle models to be produced by the automotive OEM. We could expend significant resources pursuing, but fail to achieve, a design win for our products and solutions under development and commercialization stages. After a design win, it is typically difficult for a product, solution or technology that did not receive the design win to displace the winner until the automotive OEM issues a new request for quotation because an automotive OEM will generally not change complex technology already integrated in its systems until a vehicle model is revamped. In addition, the firm with the winning design may have an advantage with

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RISK FACTORS

the automotive OEM going forward because of the established relationship between the winning firm and the automotive OEM, which would make it more difficult for that firm's competitors to win the designs for other production models. If we fail to win a significant number of automotive OEM design competitions in the future, our business, results of operations and financial condition would be adversely affected.

即便我们赢得设计定点，亦无法保证我们的产品及解决方案的销售业绩将符合我们的预测。 There is no guarantee that the sales results of our products and solutions would meet our forecast even after we achieve design wins.

In connection with our design wins, we typically receive preliminary estimates from automotive OEMs of their anticipated production volumes for the models relating to those design wins, while such estimates may be revised significantly by the automotive OEMs, potentially multiple times, and may not be representative of future production volumes associated with those design wins, which could be significantly higher or lower than estimated. Furthermore, automotive OEMs may take a long time to develop the models relating to those design wins, or may even delay or cancel such models. As a result, achieving design wins is not a guarantee of revenue, and our sales may not correlate with the achievement of additional design wins.

In addition, worsening market or other conditions between the time of a request for quotation and an order for our products and solutions may require us to sell our products and solutions for a lower profit than we initially expected. We may also face pricing pressures from our customers as a result of their restructuring, consolidation, and cost-cutting initiatives or as a result of increased competition. As a particular product or solution matures and unit volumes increase, we also generally expect its average selling price to decline. We may also be unable to generate sufficient production cost savings or introduce products and solutions with additional features and functionality at higher price points to offset price reductions.

If the sales results of our products and solutions for which we achieve design wins do not meet our forecast, our business, results of operations and financial condition would be materially and adversely affected.

We depend on a limited number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major customers would adversely affect our business, results of operations and financial condition.

Our major customers are automotive OEMs and Tier 1 suppliers. Revenue generated from our largest customer in each year or period during the Track Record Period accounted for 40.7%, 43.5%, 15.2% and 47.7%, respectively, of our total revenue for the respective year or period. Revenue generated from our five largest customers in each year or period during the Track Record Period accounted for 77.7%, 75.4%, 47.7% and 96.6%, respectively, of our total revenue for the respective year or period. Our business, results of operations and financial condition for the foreseeable future may continue to depend on sales to a relatively small number of customers. In the future, our current major customers may decide not to purchase our products or solutions, may purchase fewer of our products or solutions than they did in the

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RISK FACTORS

past, or may alter their purchasing patterns. For example, automotive OEMs may discontinue incorporation of our products or solutions in their vehicle models, including as a result of a transition to in-house solutions or solutions provided by our competitors, or their individual or aggregate production levels may decline due to a number of factors, including supply chain challenges and macroeconomic conditions. Further, the amount of revenue attributable to any single major customer, or our major customer concentration generally, may fluctuate in any given period. If our major customers scale back or terminate their business relationship with us, or if we are unable to negotiate favorable contractual terms with them, or we are unable to secure new customers at all or on favorable or comparable terms, our business, financial condition and results of operations may be materially and adversely affected.

The sales results of our products and solutions will partially depend on effective deployment and operation by third parties on, and overall user experience of, the vehicle models.

The sales results of our products and solutions will partially depend on our customers and partners effectively deploying and operating our products and solutions on the vehicle models in the future, and their failure to do so may result from factors beyond our control. Our products and solutions are technologically complex, incorporate many technological innovations, and are typically subject to significant safety testing, and automotive OEMs generally must devote significant resources to test and validate our products and solutions before including them in any particular vehicle model. The integration cycles of our products and solutions with new automotive OEMs are expected to be approximately one to three years after a design win, depending on the automotive OEM and the complexity of the product and solution. These integration cycles result in our investment of resources prior to realizing any revenue from a vehicle model. Our autonomous driving solutions control various vehicle functions including engine, transmission, safety, steering, navigation and braking, and therefore must be integrated effectively with the other systems of the vehicle developed by the automotive OEMs and Tier 1 suppliers, and we may be unable to achieve the requisite level of interoperability in a vehicle model for our solutions to be implemented even after a design win. In addition, the sales results of a vehicle model depend on overall user experience, including, among others, human machine interface, vehicle space, vehicle interior and operability, which are all beyond our control. Despite the effective deployment and operation, the vehicle models integrated with our products and solutions may generate poor sales results due to poor overall user experience of the vehicle models, which, in turn, affect the sales results of our products and solutions.

Any failures by third parties to effectively deploy and operate our products and solutions on the vehicle models, or the poor overall user experience of the vehicle models, would adversely affect our business, results of operations and financial condition.

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RISK FACTORS

We may not be able to fully maintain quality control over our products and solutions.

The quality of our products and solutions depends on the effectiveness of our quality control and quality assurance, which in turn depends on factors such as the quality and reliability of equipment used, the quality of our staff and related training programs and our ability to ensure that our employees adhere to our quality control and quality assurance protocol. However, we cannot assure you that our quality control and quality assurance procedures will be effective in consistently preventing and resolving deviations from our quality standards. Any significant failure or deterioration of our quality control and quality assurance protocol could render our products and solutions unsuitable for use within the service life of the vehicles, cause safety concerns relating to our products and solutions that may result in physical injuries or fatalities to individuals, or harm our market reputation and relationship with business partners.

In addition, the quality of products manufactured by third party suppliers is beyond our control. We cannot assure you that the products we procure from our suppliers are safe and free of defects or can meet the relevant quality standards. We depend on the quality control procedures of our suppliers. In the event of any quality issues, we could be subject to complaints and product liability claims and we may not be able to seek indemnification from our suppliers. If we engage in legal proceedings against our suppliers, such proceedings may be time consuming and costly regardless of the outcomes. Any such issues may materially and adversely affect our business, results of operations and financial condition.

The size of our addressable markets and the demand for our products and solutions may not increase as rapidly as we anticipate due to a variety of factors, which would materially and adversely affect our business, results of operations, financial condition and prospects.

We are pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities for each of our products and solutions. See "– Risks Relating to Our General Operations – The industries that we operate in are highly competitive. If we fail to compete with our competitors, our business, results of operations and financial condition may be materially and adversely affected."

This Prospectus contains estimates and forecasts concerning our industries, including estimates of the addressable markets of our current and anticipated future products and solutions, that are based on industry publications and reports or other publicly available information. These estimates and forecasts involve a number of assumptions and limitations, and are subject to significant uncertainty, and you are cautioned not to give them undue weight. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of the included information. We have not independently verified this third-party information. Similarly, our internal estimates and forecasts are based on a variety of assumptions, including assumptions regarding market acceptance of automotive-grade SoCs and solutions and the manner in which those new and rapidly evolving markets will develop. While we believe our assumptions and the data underlying our estimates and forecasts

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are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. For example, the addressable market of our products and solutions would be adversely affected by the overall safety concerns on autonomous driving functions, and large scale recall of passenger vehicles by automotive OEMs to rectify autopilot features may adversely impact the demand for autonomous driving functions, which would indirectly affect the demand for the relevant systems and components. As a result, our estimates and forecasts may prove to be incorrect. If third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, the addressable markets for our products and solutions may be smaller than we have estimated, our future growth opportunities and sales growth may be smaller than we estimate, and our future business, results of operations and financial condition may be materially and adversely affected.

Our future financial performance will depend on our ability to make timely investments in the correct market opportunities. If one or more of these markets experience a shift in customer or prospective customer demand, then our products and solutions may not compete as effectively, if at all, and they may not be incorporated into commercialized end customer products. Given the evolving nature of the markets in which we operate, it is difficult to predict customer demand or adoption rates for our products and solutions or the future growth of the markets in which we operate. Even if the automotive-grade SoC and solution markets grow substantially, there is no guarantee that demand for our products and solutions will correlate with that growth if we fail to effectively pursue such opportunities. There is also no guarantee that our business will be successful simply because of the future addressable markets of our products and solutions, or because of the trends of the addressable markets of our products and solutions. If demand does not develop or if we cannot accurately forecast customer demand, then the size of our markets, inventory requirements or our future business, results of operations and financial condition would be adversely affected. Furthermore, the execution of our growth strategies will incur substantial costs and require substantial resources. In particular, we may fund some of our expansion plans through our internal financial resources, such as cash flows from operations, and may also seek external equity or debt financings to implement them. If we seek debt financings for such plans, we may incur interest costs, which may affect our profit. In addition, we may not be able to manage our current or future operations effectively and efficiently to compete successfully in our existing markets or the new markets that we enter. We may also need to adjust our business plans and growth strategies from time to time, which could involve uncertainties. If our business plans and growth strategies fail to perform as expected, our business, financial condition and results of operations could be materially and adversely affected.

RISKS RELATING TO THE MANUFACTURING OF OUR PRODUCTS

We depend on TSMC to manufacture our SoCs.

We currently depend on TSMC to manufacture all of our SoCs. Because of the complex proprietary nature of our SoCs, any transition from TSMC to a new manufacturer or, if there were a disaster or other business disruption at any of TSMC's facilities involved in

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manufacturing our SoCs, introducing new facilities, would take a significant period of time to complete and would likely result in our having insufficient inventory and adversely affect our business, results of operations and financial condition. Further, we are vulnerable to the risk that TSMC may be unable to meet demand for our SoCs or cease operations altogether. Moreover, we are also vulnerable to the risk that TSMC may be unable to meet demand costs resulting from the global semiconductor shortage. See "– Risks Relating to The Manufacturing of Our Products – We may face supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single or limited suppliers and vendors, for certain components, equipment and services."

TSMC is located in Taiwan, and our ability to receive sufficient supplies of our SoCs could be adversely affected by events such as natural disasters in Taiwan, including earthquakes, drought and typhoons, and geopolitical challenges. Our ability to receive sufficient supplies of our SoCs could also been adversely affected by international trade policies, geopolitics and trade protection measures, including imposition of trade restrictions and sanctions. See "– Risks Relating to Our General Operations – We may be subject to the risks associated with international trade policies, geopolitics and trade protection measures, including imposition of trade restrictions and sanctions, and our reputation, business, results of operations and financial condition could be adversely affected." These factors may also adversely affect the global supply of microchips and cause additional constraints on global automotive production.

We may face supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single or limited suppliers and vendors, for certain components, equipment and services.

A large number of suppliers and vendors provide materials, equipment and services that are used in the production of our products and other aspects of our business. Where possible, we seek to have several sources of supply. However, for certain materials, equipment, and services, we rely on a single or a limited number of direct and indirect suppliers and vendors, or upon direct and indirect suppliers and vendors in a single location. In addition, direct and indirect supplier and vendor consolidation or business failures can impact the nature, quality, availability, and pricing of the products and services available to us. Further, the semiconductor industry has experienced, and may in the future experience, widespread shortages of substrates and other components and available foundry manufacturing capacity, which, combined with the long lead times associated with wafer production, may contribute to a shortage of semiconductors.

Our major suppliers are tapeout and technical services, IP core and hardware components providers. Charges from our largest supplier in each year or period during the Track Record Period accounted for 28.7%, 18.1%, 10.8% and 16.7%, respectively, of our total purchase amount for the respective year or period. Charges from our five largest suppliers in each year or period during the Track Record Period accounted for 68.2%, 50.9%, 43.4% and 58.8%, respectively, of our total purchase amount for the respective year or period. The stability of operations and business strategies of our suppliers are beyond our control, and we cannot assure you that we will be able to secure a stable relationship with such suppliers. Finding and qualifying alternate or additional suppliers and vendors is often a lengthy process and can lead

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RISK FACTORS

to production delays, interruptions to our services, or additional costs, and such alternatives are sometimes not available at all. The inability of suppliers or vendors to deliver necessary production materials, equipment, or services can disrupt the production processes of our products and make it more difficult for us to implement our business strategy. Suppliers and vendors periodically extend lead times, face capacity constraints, limit supplies, increase prices, experience quality issues, or encounter cybersecurity or other issues that can interrupt or increase the cost of our supply and services. Production of our products can be disrupted by the unavailability of resources, such as water, silicon, electricity, gases, and other materials. The unavailability or reduced availability of materials or resources would require us to reduce production or incur additional costs, which would harm our business and results of operations.

We also rely on third-party providers to manufacture, assemble, and test certain components and products. From time to time, these third parties may become unable to perform these services on a timely or cost-effective basis, in sufficient volumes, or at all. In some cases, there are limited or no readily available satisfactory alternate providers. In any of these circumstances, we may encounter supply delays or disruptions or incur additional costs that could prevent us from meeting customer demand and/or adversely affect our business and financial condition. We typically have less control over delivery schedules, design and manufacturing co-optimization, manufacturing yields, quality, product quantities, and costs for components and products that are manufactured or supplied by third parties. Delays or quality issues with one component could limit our ability to manufacture the entire completed product.

Moreover, increased regulation or stakeholder expectations regarding responsible sourcing practices could cause our compliance costs to increase, or result in publicity that adversely affects our reputation. Moreover, given that we use several materials and services and rely on several suppliers and vendors, but do not directly control the procurement or employment practices of such suppliers and vendors, we could be subject to financial or reputational risks as a result of our suppliers' and vendors' conduct. To the extent we are unable to manage these risks, our ability to timely supply competitive solutions will be harmed, our costs will increase, and our business, results of operations and financial condition would be adversely affected.

Increases in costs of the materials and other components that we use in our products would adversely affect our business, results of operations and financial condition.

Significant changes in the markets in which we purchase materials, components, and supplies for the production of our products may adversely affect our profitability. As a result of the global semiconductor shortage and inflationary pressures, we may experience increases in the cost of our SoCs, and, therefore, our gross margin may decrease, at least in the short term, as a result of these cost increases. Competitive and market pressures limit our ability to recover increases in costs through increases in prices we charge to our customers. The inability to pass on price increases to our customers when raw material or component prices increase rapidly or are significantly higher than historic levels would adversely affect our business, results of operations and financial condition.

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RISK FACTORS

In addition, the prices of our products depend on the bundle of applications that are included in the specific product, and our prices vary significantly across our products. Our products have different margin profiles, which vary between products depending on the amount, number, and type of components that we deliver. If we fail to maintain our products mix or maintain our gross margin and operating margin, our business, results of operations and financial condition would be adversely affected.

RISKS RELATING TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL CAPITAL

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

A majority of our operating expenses are for R&D activities. Our capital requirements will be subject to many factors, including, but not limited to:

• technological advancements;

• market acceptance of our products and solutions and product and solution enhancements, and the overall level of sales of our products and solutions;

• R&D expenses;

• our relationships with our customers and suppliers;

• our ability to control costs;

• sales and marketing expenses;

• enhancements to our infrastructure and systems and any capital improvements to our facilities;

• potential acquisitions of businesses and product lines; and

• general economic conditions, inflation, rising interest rates, and international conflicts and their impact on the automotive industry in particular.

If our capital requirements are materially different from those currently planned, we may need additional capital sooner than anticipated. Additional financing may not be available on favorable terms, on a timely basis, or at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to continue our operations as planned, develop or enhance our products and solutions, expand our sales and marketing programs, take advantage of future opportunities, or respond to competitive pressures.

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RISK FACTORS

We expect to incur significant R&D expenditures and capital expenditures for our business operations, R&D and expansion plans, which may adversely affect our short-term cash flow, liquidity and profitability.

Our R&D expenditures were RMB593.5 million, RMB766.4 million, RMB1,419.4 million, RMB300.1 million and RMB331.7 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. See "Financial Information – R&D Expenditure and Total Operating Expenditure." Our capital expenditures were RMB33.8 million, RMB71.1 million, RMB170.5 million, RMB52.7 million and RMB19.4 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. See "Financial Information – Capital Expenditure." We expect to incur significant R&D expenditures and capital expenditures for R&D of our product and solution candidates, purchase of property, plant and equipment and purchase of intangible assets, thus enhancing our market position. Inherent risk exists for such significant R&D expenditures and capital expenditures as our investment may not succeed or generate the benefits that we expect, which could materially affect our profitability. Even if we achieve our goals for such investment, our short-term cash flow and liquidity may be adversely affected. While we intend to explore alternative arrangements to reduce the capital intensity of any future expansion, there is no assurance this will be successful.

We have incurred significant operating losses and adjusted net losses (non-IFRS measure) during the Track Record Period, and may not be able to achieve or subsequently maintain profitability in the near future, and we had negative equity or net deficit during the Track Record Period.

Since our inception, we have incurred operating losses. In 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, we had operating loss for the year or period of RMB722.7 million, RMB1,052.8 million, RMB1,696.9 million, RMB330.7 million and RMB439.3 million, respectively; we had net (loss)/profit for the year or period of RMB(2,356.5) million, RMB(2,753.9) million, RMB(4,855.1) million, RMB(1,106.7) million and RMB1,203.3 million, respectively; we had adjusted net loss (non-IFRS measure) for the year or period of RMB613.6 million, RMB700.3 million, RMB1,254.2 million, RMB245.6 million and RMB319.7 million, respectively. We may continue to incur adjusted net loss (non-IFRS measure) and operating loss in the short term, as we are in the stage of expanding our business and operations in the rapidly growing automotive-grade SoC and solution markets, and are continuously investing in R&D. We may not be able to achieve or subsequently maintain profitability in the near future. We believe that our future revenue growth will depend on, among other factors, our ability to develop new technologies, enhance customer experience, establish effective commercialization strategies, compete effectively and successfully and develop new products and solutions. Accordingly, you should not rely on the revenues of any prior period as an indication of our future performance. We also expect our costs and expenses to increase in future periods as we continue to expand our business and operations, and invest in R&D and geographic expansion. In addition, we expect to incur substantial costs and expenses as a result of being a public company. If we are unable to generate adequate revenues and manage our expenses, we may continue to incur significant losses and may not be able to achieve or subsequently maintain profitability.

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RISK FACTORS

Moreover, we had negative equity or total deficit of RMB3,662.3 million, RMB6,506.2 million, RMB11,093.6 million and RMB9,798.1 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively, primarily due to our preferred share liabilities. We expect to achieve a net assets position upon Listing, as the convertible redeemable preferred shares will be re-designated from financial liabilities to equity as a result of the automatic conversion into ordinary shares. Our net deficit position exposes us to liquidity risk. Our future liquidity, payment of trade and other payables, capital expenditure plans and repayment of outstanding debt obligations as and when they become due will primarily depend on our ability to maintain adequate cash generated from operating activities and adequate external financing. We may have a net deficit position in the near future, which may limit our working capital for the purpose of operations or capital for our expansion plans and materially and adversely affect our business, results of operations and financial condition.

We recorded net operating cash outflows historically and there can be no assurance that we will not have net cash outflow from operating activities in the future.

We recorded net cash outflow from operating activities of RMB639.3 million, RMB754.7 million, RMB1,057.8 million, RMB270.5 million and RMB281.9 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. See "Financial Information – Liquidity and Capital Resources – Net Cash Flows Used in Operating Activities." We cannot assure you that we will be able to generate positive cash flows from operating activities in the future. If we continue to record net operating cash outflows in the future, our working capital may be constrained, which may adversely affect our financial condition. Our future liquidity primarily depends on our ability to maintain adequate cash inflows from our operating activities and adequate external financing such as offering and issuing securities, and/or other sources such as external debt, which may not be available on terms favorable or commercially reasonable to us or at all. If we fail to obtain sufficient funding in a timely manner and on reasonable terms, or at all, we will be in default of our payment obligations and may not be able to expand our business. Thus, our business, results of operations and financial condition may be adversely affected.

Failure to obtain or maintain any of the government grants or preferential tax treatments could adversely affect our business, results of operations, financial condition and prospects.

During the Track Record Period, we benefited from government grants, many of which are non-recurring in nature or are subject to periodic review. As of December 31, 2021, 2022 and 2023 and March 31, 2024, the government grants we recognized as other payables and accruals amounted to RMB29.6 million, RMB60.0 million, RMB59.8 million and RMB48.7 million, respectively. In 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, the government grants we recognized as other income amounted to RMB18.1 million, RMB15.4 million, RMB22.5 million, RMB12.8 million and RMB5.9 million, respectively. In addition, operating in the automotive-grade SoC and solution industries, a number of our PRC subsidiaries enjoy various types of preferential tax treatment according to the prevailing PRC tax laws. For example, Black Sesame Shanghai and Black Sesame Wuhan were recognized as high and new technology enterprises and were entitled to a preferential income tax rate of 15% instead of 25% from 2019 to 2024 and from 2022 to 2024, respectively. For more details of the preferential tax treatments, see Note 12 to the Accountant's Report in Appendix I to this Prospectus.

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RISK FACTORS

中国政府主管部门可能随时决定减少或取消上述政府补助或优惠税务待遇，或要求我们偿还此前已收到的部分或全部政府补助，这可能对我们的业务、经营业绩、财务状况及前景产生不利影响。由于上述政府补助通常以一次性方式提供，我们无法保证将来能够继续获得或受益于该等政府补助。此外，我们未来可能无法成功或及时获得可供我们申请的政府补助或优惠税务待遇，上述失败可能对我们的业务、经营业绩、财务状况及前景产生不利影响。

我们向投资者发行的金融工具的公允价值变动，以及因使用不可观察输入值所导致的估值不确定性，可能对我们的经营业绩和财务状况产生重大影响。

我们向投资者发行的金融工具包括：(i) 可赎回可转换优先股；(ii) 购买普通股的认股权证；(iii) 可转换票据；及 (iv) 承诺衍生工具。请参阅"财务信息——合并财务状况表关键项目讨论——向投资者发行的金融工具"。具体而言，我们历史上曾向投资者发行多个系列的可赎回可转换优先股，包括A系列、A-1系列、B-1系列、B-2系列、B-3系列、B-4系列、B+系列、C系列及C+系列优先股。截至2021年、2022年及2023年12月31日以及2024年3月31日，可赎回可转换优先股的账面金额分别为人民币5,094.1百万元、人民币8,279.2百万元、人民币12,589.5百万元及人民币10,977.1百万元。2021年、2022年、2023年以及截至2023年3月31日和2024年3月31日止三个月内，通过损益计量的可赎回可转换优先股公允价值亏损╱（收益）分别为人民币1,563.8百万元、人民币1,650.2百万元、人民币2,867.1百万元、人民币780.3百万元及人民币（1,636.1）百万元。于本次全球发售完成后，上述所有优先股将自动转换为普通股。此外，上述投资者有权要求我们赎回该等优先股，如本次全球发售未能于特定日期或之前完成。有关上述投资者的身份及背景，请参阅"历史及公司架构——首次公开发售前投资"。

向投资者发行的金融工具按公允价值基准入账。我们已聘请独立估值师确定向投资者发行的金融工具的公允价值。采用期权定价法及权益分配模型确定可赎回可转换优先股的公允价值，主要估值假设包括无风险利率、缺乏流动性折让、折现率及预期波动率。采用二叉树期权定价模型确定认股权证及可转换票据的公允价值，主要估值假设包括普通股股价、股息率、到期时间、无风险利率及预期波动率。采用远期定价模型确定承诺衍生工具的公允价值，主要估值假设为无风险利率。详情请参阅本招股说明书附录I会计师报告附注3.3。任何假设的变动均可能导致不同的估值结果，进而导致向投资者发行的金融工具公允价值发生变化。在全球发售完成前，若我们需要对向投资者发行的金融工具进行重新估值，则该等金融工具公允价值的任何变动以及因使用不可观察输入值所导致的相关估值不确定性，可能对我们的经营业绩和财务状况产生重大影响。

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RISK FACTORS

Fair value change for financial assets at fair value through profit or loss may adversely affect our results of operations for future periods.

We recorded a carrying amount of financial assets at fair value through profit or loss ("FVPL") of nil, RMB706.5 million, RMB29.0 million and RMB29.1 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively. Our financial assets primarily consist of Treasury Bonds and money market funds. For details, see Note 21 to the Accountant's Report in Appendix I to this Prospectus.

We face exposure to fair value change for the financial assets at FVPL. We cannot assure you that we can recognize comparable fair value gains in the future and we may on the contrary recognize fair value losses, which would affect our result of operations for future periods.

Failure to fulfill our obligations in respect of contract liabilities could adversely affect our liquidity and financial condition.

Our contract liabilities mainly represent cash collections in advance of fulfilling performance obligations. Our contract liabilities increased rapidly from RMB0.3 million as of December 31, 2021 to RMB5.7 million as of December 31, 2022, then to RMB7.5 million as of December 31, 2023, and further to RMB9.5 million as of March 31, 2024. See "Financial Information – Description of Major Components of Our Results of Operations." There is no assurance that we will be able to fulfill our obligations in respect of contract liabilities as the fulfillment of our performance obligations is subject to various factors that are beyond our control. If we are not able to fulfill our obligations with respect to our contract liabilities, the amount of contract liabilities will not be recognized as revenue, and we may have to refund the advance payment made by our customers. As a result, our liquidity and financial condition may be adversely affected.

We are subject to credit risk related to delay in payment and defaults of customers or related parties, which would adversely affect our liquidity and financial condition.

We are exposed to credit risk related to delay in payment and defaults of our various customers or related parties. As of December 31, 2021, 2022 and 2023 and March 31, 2024, our trade and notes receivables amounted to RMB49.5 million, RMB125.2 million, RMB164.9 million and RMB143.9 million, respectively, and our prepayments and other receivables amounted to RMB95.5 million, RMB151.6 million, RMB115.2 million and RMB153.8 million, respectively. We may not be able to collect all such trade and notes receivables and prepayments and other receivables due to a variety of factors that are beyond our control, including long payment cycle of public sector customers, adverse operating condition or financial condition of customers, and customers' inability to pay caused by their end users' delay in payment.

If our customers or related parties delay or default in their payments to us, we may have to make impairment provisions and write-off the relevant receivables and hence our liquidity and financial condition would be adversely affected.

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风险因素

我们可能面临存货过时的风险。

我们的业务扩张要求我们有效管理大量存货。我们的存货从2021年12月31日的320万元人民币增加至2022年12月31日的7,280万元人民币，随后下降至2023年12月31日的7,140万元人民币，并于2024年3月31日增加至8,180万元人民币。截至2021年12月31日，我们的存货主要由自动驾驶产品及解决方案的成品构成；截至2022年及2023年12月31日以及2024年3月31日，我们的存货主要由量产SoC的在制品及成品构成。我们的存货周转天数从2021年的15天增加至2022年的119天，进而增加至2023年的137天，并进一步增加至截至2024年3月31日止三个月的918天。我们无法保证存货能在其保质期内得到充分利用。请参阅"业务——物流及库存管理——库存管理"。随着我们业务的扩张，存货过时的风险亦可能随存货量及存货周转天数的增加而相应上升。

我们已授予且可能继续授予以股份为基础的奖励，这可能对我们的经营业绩及财务状况产生不利影响。

我们已采纳上市前股份计划，以向本公司选定的人员提供机会，通过获取股份，获得或增加其对本公司成功的所有权权益。请参阅本招股说明书附录四"法定及一般信息——D. 股份激励计划"。我们在2021年、2022年、2023年及截至2023年及2024年3月31日止三个月分别录得以股份为基础的付款开支人民币1.117亿元、3.395亿元、4.211亿元、8,070万元及1.131亿元。我们认为，此类以股份为基础的奖励对于吸引、留用及激励关键人员至关重要，且我们未来可能继续授予以股份为基础的奖励。因此，我们以股份为基础的付款开支可能增加，这可能对我们的经营业绩及财务状况产生不利影响。

我们应占联营公司损益的份额可能影响我们以权益法核算的投资及我们的经营业绩与财务状况。

我们应占以权益法核算的投资损益的份额主要与我们对联营公司的股权投资有关。截至2024年3月31日，我们以权益法核算的投资所涉及的联营公司包括迈润、国汽及灵通。详情请参阅本招股说明书附录一会计师报告附注18。我们在2021年、2022年、2023年及截至2023年及2024年3月31日止三个月，应占以权益法核算的投资亏损分别为人民币70万元、100万元、140万元、20万元及200万元。若联营公司的业绩恶化，我们应占联营公司业绩的份额可能减少，且我们可能录得应占联营公司投资亏损，这可能对我们的经营业绩及财务状况产生不利影响。

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RISK FACTORS

此外，我们对联营公司的投资面临流动性风险。我们对联营公司的投资不如其他投资产品具有流动性。如果我们所投资的联营公司未宣派股息，即使在权益法下报告了利润，在收到联营公司的股息之前也不会产生现金流。我们对此类联营公司投资的非流动性可能大幅限制我们应对此类联营公司业绩不利变化的能力，这也可能对我们的经营业绩和财务状况产生重大不利影响。

与一般经营相关的风险

我们所处的行业竞争激烈。若我们无法与竞争对手竞争，我们的业务、经营业绩及财务状况可能受到重大不利影响。

我们所处的车规级SoC及解决方案行业竞争激烈。我们主要与其他专注于开发和商业化车规级SoC及解决方案的公司展开竞争。若我们与拥有比我们更长企业运营历史的参与者竞争，或若我们目前没有或未来未能获得比竞争对手更多的财务资源、更先进的技术能力以及更广泛的客户基础和客户关系，我们可能无法比竞争对手更快速、更有效地应对新的或变化中的机遇、技术、监管要求或用户需求。

我们还可能面临来自新进入者的竞争，这些新进入者可能提供更低的价格或新技术、产品及解决方案，从而在未来加剧竞争程度。竞争加剧可能导致销售额下降、价格降低、利润率下降或市场份额流失。此外，为应对此类竞争威胁，我们可能需要在研究、开发、市场营销和销售、招募和留住顶尖科学家及创新人才，以及收购与我们当前和未来产品及解决方案互补或必要的技术方面进行大量额外投资，且我们无法保证此类措施将会有效。

若我们无法成功参与竞争，或若成功参与竞争需要我们采取代价高昂的行动以应对竞争对手的行动，我们的业务、经营业绩及财务状况可能受到重大不利影响。

我们的运营历史有限，这使得评估我们的业务和前景较为困难，且我们过去的增长可能无法预示我们未来的表现。

与部分竞争对手相比，我们的运营历史有限。迄今为止，我们的运营重点在于建立我们的知识产权组合、开展研发活动以及推动我们的候选产品和解决方案的商业化。截至最后实际可行日期，我们的部分产品和解决方案仍处于不同的开发阶段。

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由于我们有限的经营历史，特别是考虑到我们所在行业快速演变的性质，这可能使评估我们当前业务和可靠预测我们未来业绩变得困难。我们的历史业绩可能无法为评估我们的业务、经营业绩、财务状况和前景提供有意义的依据，我们可能会遇到未预见的支出、困难、复杂情况、延误及其他已知和未知因素，且可能无法在未来期间取得理想业绩。如果我们无法成功应对这些风险并克服这些困难，我们的业务和前景将受到损害。

如果我们的产品或解决方案存在缺陷，我们可能面临产品责任索赔。我们可能需要承担重大费用以修复此类缺陷，因此我们的声誉可能受损，市场份额可能下降，我们的业务、经营业绩和财务状况可能受到不利影响。

该行业内的产品和解决方案，例如我们开发的产品和解决方案，可能包含难以检测和纠正的错误、缺陷、安全漏洞或软件问题，尤其是在首次推出时或发布新版本或增强功能时。尽管经过内部测试，我们的产品和解决方案可能仍包含严重错误或缺陷、安全漏洞或软件问题，我们可能无法及时或根本无法成功纠正这些问题。我们产品和解决方案中的某些错误或缺陷可能只有在经过汽车整车厂（OEM）测试、商业化和部署后才会被发现，我们可能因此产生大量额外的开发费用，并承担与产品召回、维修或更换相关的成本。此外，这些问题可能导致汽车整车厂或其他方对我们提起诉讼（包括集体诉讼），使我们面临潜在的法律责任和损害赔偿。我们还可能遭受收入损失、大量资本支出、市场认可度的延迟或丧失，以及声誉和品牌受损，上述任何情况均可能对我们的声誉、业务、经营业绩和财务状况产生不利影响。

鉴于我们的许多客户将我们的产品和解决方案用于对其业务至关重要的流程，我们产品和解决方案中的任何错误、缺陷、安全漏洞、服务中断或软件问题都可能导致客户遭受损失。我们的客户可能向我们寻求重大赔偿，或完全停止与我们开展业务合作。此外，我们的客户可能在社交媒体上分享其负面体验，这可能损害我们的声誉并导致未来销售损失。我们任何客户对我们提起的索赔都可能耗费大量时间和辩护成本，并可能对我们的声誉和品牌产生重大不利影响，从而使我们更难销售我们的产品和解决方案。

如果我们无法吸引、留住和激励关键人才，我们的业务、经营业绩和财务状况将受到重大不利影响。

招募和留住关键人才，例如核心管理层、技术人员、合格高管、开发人员、工程师和销售代表，对我们的业务至关重要，特别是对我们每项产品和解决方案的研发和商业化而言。我们所在行业对高技能员工的竞争日益激烈。管理团队的变动也将扰乱我们的业务。我们的管理层和高级领导层

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team has significant industry experience, and their knowledge and relationships would be difficult to replace. See "Directors and Senior Management." Changes in our management team may occur from time to time, and we cannot predict whether significant resignations will occur or whether we will be able to recruit qualified personnel. In addition, changes in the interpretation and application of employment-related laws to our workforce practices may result in increased operating costs and less flexibility in how we meet our changing workforce needs. See "Regulatory Overview – Laws and Regulations on Employment and Social Welfare." To help attract, retain and motivate key individuals, employee incentives such as share incentive schemes have been, and will continue to be, an important part of our compensation. Our employee hiring and retention also depend on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice. If our share-based or other compensation programs and workplace culture cease to be viewed as competitive, our ability to attract, retain, and motivate key individuals would be weakened, which would in turn materially and adversely affect our business, results of operations and financial condition.

Acquisitions, investments or strategic alliances may fail and materially and adversely affect our reputation, business and results of operations.

We may in the future enter into strategic alliances with various third parties. Strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the counterparty and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have little ability to control or monitor their actions and to the extent strategic third parties suffer negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with such third parties.

In addition, we may acquire additional assets, technologies or businesses that are complementary to our existing business. Future acquisitions and the subsequent integration of new assets and businesses into our own would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could adversely affect our business. Acquired assets or businesses may not generate the financial or results of operations we expect. In addition, acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the incurrence of debt, the incurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

Our failure to address these risks or other problems encountered in connection with our future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and expenses and harm our business generally. If we use our equity securities to pay for acquisitions or investments, we may dilute the value of our Shares. If we borrow funds to finance acquisitions or investments, such debt instruments may contain restrictive covenants that could, among other things, restrict us from distributing dividends. Such acquisitions and investments may also lead to significant amortization expenses related to intangible assets, impairment charges or write-offs. Moreover, the costs of identifying and consummating acquisitions may be significant. In addition to

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possible shareholders' approval, we may also have to obtain approvals and licenses from the government authorities for the acquisitions and comply with applicable laws and regulations, which could result in increased costs and delays.

Our international strategy and ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks.

International expansion is a significant component of our growth strategy and may require significant capital investment in the future, which could strain our resources and adversely affect current performance, while adding complexity to our current operations. If any of our overseas operations, or our associates or agents, violate laws in the relevant jurisdictions, we could become subject to sanctions or other penalties, which could adversely affect our reputation, business, results of operations and financial condition.

We may be subject to the risks associated with international trade policies, geopolitics and trade protection measures, including imposition of trade restrictions and sanctions, and our reputation, business, results of operations and financial condition could be adversely affected.

Our operations are subject to deterioration in the political and economic relations among countries and sanctions and export controls administered by the government authorities in the countries in which we operate, and other geopolitical challenges, including, but not limited to, economic and labor conditions, increased duties, taxes and other costs and political instability. Margins on sales of our products and services in certain countries and on sales of products that include components obtained from certain foreign suppliers could be materially and adversely affected by international trade regulations, including duties, tariffs and antidumping penalties. In particular, the U.S. government imposed economic and trade sanctions directly or indirectly affecting China-based technology companies. For example, on August 9, 2022, the U.S. government introduced the Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022, which prohibits funding recipients from expanding semiconductor manufacturing in China. Such laws and regulations are likely subject to frequent changes, and their interpretation and enforcement involves substantial uncertainties, which may be heightened by national security concerns or driven by political and/or other factors that are beyond our control. Therefore, such restrictions, and similar or more expansive restrictions that may be imposed by the U.S. or other jurisdictions in the future, may be difficult or costly to comply with and may materially and adversely affect our and our technology partners' abilities to acquire technologies, systems, devices or components that may be critical to our technology infrastructure, service offerings and business operations. If any of us, or our Shareholders, Directors, management personnel, employees and business partners, violate such laws, we could become subject to sanctions or other penalties, which could adversely affect our reputation, business, results of operations and financial condition.

Meanwhile, we are subject to the risk that we, our employees or any third parties that we engage to do work on our behalf in certain countries may take action determined to be in violation of anticorruption laws in any jurisdiction in which we conduct business, including the

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U.S. Foreign Corrupt Practices Act ("FCPA"). Any violation of the FCPA or any similar anti-corruption law or regulation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions and might adversely affect our reputation, business, results of operations and financial condition.

In recent years, the United States has increased export controls restrictions on China through the Export Administration Regulations (the "EAR"), administered by the Bureau of Industry and Security of the U.S. Department of Commerce, which includes a list of foreign persons on which certain trade restrictions are imposed, including businesses, research institutions, government and private organizations, individuals and other types of legal persons (the "Entity List"). Where a foreign person is included on the Entity List, the export, re-export and/or transfer (in-country) of items which are subject to the EAR generally is prohibited unless the specified license requirements are met. If certain of our customers and suppliers are listed on the Entity List and subject to restrictions from sourcing or selling technologies, software, or products from/to us, there is no guarantee that we will be able to obtain as well as extend and maintain the requisite regulatory permits in relation to our transactions with these customers and suppliers, or that such permits will cover all our existing and potential transactions with such customers and suppliers. We cannot be certain what additional export control actions the U.S. government may take that could impact our products, suppliers or customers. The U.S. government could further expand the scope of items subject to the EAR in a manner that captures our products. Additional actions could also take the form of additional designations on the Entity List, which could make our products subject to the EAR for certain transactions if involving those parties. Furthermore, other countries may continue to adopt semiconductor-focused export controls that could impact our products and operations.

The aforementioned restrictions, and similar or more expansive restrictions or sanctions, including sanctions currently imposed or may be imposed in the future by the Office of Foreign Assets Control of the United States or other relevant authorities in other jurisdictions, may materially and adversely affect our customers' and suppliers' ability to acquire or use technologies, systems, software, devices or components that may be critical to their products, service offerings and business operations, which in turn may adversely affect our business, results of operations and financial condition.

In August 2023, President Joe Biden signed an Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern (the "Executive Order"). In addition, the U.S. Department of Treasury issued a notice of proposed rulemaking (the "NPRM") seeking public comment related to the implementation of the Executive Order. The NPRM proposes a regulatory framework for certain U.S. investments into China (including Hong Kong and Macau) in entities engaged in activities involving sensitive technologies critical to national securities in three sectors, namely, semiconductors and microelectronics, quantum information technologies, and artificial intelligence. The program would, pursuant to implementing regulations, prohibit U.S. persons from undertaking certain transactions and require notification by U.S. persons on certain investments. The NPRM proposes to exclude certain "excepted transactions," such as passive investments into publicly traded securities. However, the NPRM does not itself implement the Executive Order. It will be followed by the final implementing regulations at a later stage in the process. As of the date of this Prospectus, this program has not gone into effect, with the exact scope and details of the program subject to further adjustments, and we cannot assure you

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RISK FACTORS that our business and operations will not be adversely affected in the future. If the final implementing rules expand the scope of the covered transactions or categories of technologies and products, or if any similar or more expansive restrictions imposed by the U.S. or other jurisdictions are adopted in the future, our business, results of operations, financial condition and prospects may be adversely affected.

我们的业务增长和经营业绩可能受到全球及区域宏观经济状况、自然灾害、健康流行病和大流行病以及社会动荡和其他突发事件的影响。

全球经济状况不确定性及监管变化和其他因素，包括利率波动、通货膨胀水平、自动驾驶解决方案和自动驾驶SoC市场状况、失业率、劳动力和医疗成本、信贷获取、消费者信心及其他宏观经济因素，可能对我们产品和解决方案的需求构成风险并产生重大不利影响。此外，洪水、地震、沙尘暴、雪灾、火灾或干旱等自然灾害，严重急性呼吸综合征（SARS）、埃博拉病毒、寨卡病毒或新冠肺炎（COVID-19）等广泛流行健康疫情或任何严重传染病的暴发，战争行为、恐怖主义或其他超出我们控制范围的不可抗力事件，可能扰乱我们的研发、制造和商业化活动及业务运营，所有这些均可能对我们的业务、经营业绩、财务状况和前景产生不利影响。

Our business growth and results of operations may be affected by changes in global and regional macroeconomic conditions, natural disasters, health epidemics and pandemics, and social disruption and other outbreaks.

Uncertainties about global economic conditions and regulatory changes and other factors including fluctuation of interest rates, inflation level, conditions in the autonomous driving solutions and autonomous driving SoCs markets, unemployment, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors may pose risks and materially and adversely affect demand for our products and solutions. In addition, natural disasters such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak of a widespread health epidemic or any severe epidemic disease such as SARS, Ebola, Zika or the COVID-19, acts of war, terrorism or other force majeure events beyond our control may disrupt our R&D, manufacturing and commercialization activities and business operations, all of which could adversely affect our business, results of operations, financial condition and prospects.

In particular, COVID-19 has materially and adversely affected the Chinese and global economy. For details of the impact of COVID-19 on our business, results of operations and financial condition, see "Financial Information – Impact of COVID-19." There remain uncertainties about the dynamic of the COVID-19 pandemic, which may have potential continuing impacts in the future if the pandemic and the resulting disruption were to extend over a prolonged period.

If we fail to obtain and maintain the requisite licenses and approvals required in any jurisdiction where we operate our business, results of operation and financial condition may be materially and adversely affected.

The industries we operate in are highly regulated. For example, under the current PRC regulatory scheme, a number of governmental authorities, including but not limited to the SAMR, MIIT and MOFCOM, jointly regulate major aspects of our industries. We are also required to obtain and maintain the requisite licenses and approvals required in other jurisdictions where we operate our business.

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经我们的中国法律顾问确认，截至最新可行日期，我们已就在中国经营业务的所有重大方面向主管政府部门取得了所有必要的许可证并完成了所有必要的备案。然而，我们无法保证能够及时更新或续期业务所需的许可证，亦无法保证该等许可证足以涵盖我们目前或未来的所有业务。关于现行及未来规管我们业务活动的法律、法规及政策的解释与执行，存在相当大的不确定性。我们无法保证不会因相关主管机构对现行法律、法规及政策的解释发生变化，而被认定违反任何未来或现行的法律、法规及政策。若我们未能在任何经营所在司法管辖区完成、取得或维持所需的许可证或审批，或未能完成必要的备案，我们可能面临各种处罚，例如没收通过未经许可的互联网或移动活动所产生的收入、被处以罚款以及业务被中断或受到限制。任何上述处罚均可能扰乱我们的业务运营，并对我们的业务、经营业绩及财务状况产生重大不利影响。有关我们业务运营所需许可证及审批的更多详情，请参阅"监管概览"。

若我们未能为客户提供高质量的维护和支持服务，可能损害我们与客户的关系，进而损害我们的业务。

我们的政策允许客户在保修期内退换存在缺陷的产品。随着我们持续扩大业务规模并为客户群提供支持，我们需要能够继续提供高效的客户支持，以大规模满足客户需求。我们可能无法招募或留住足够多的、具备支持我们产品和解决方案客户经验的合格支持人员。因此，我们可能无法足够迅速地响应客户对技术支持或维护协助的短期需求增长。我们亦可能无法调整未来维护服务和技术支持的范围及交付方式，以应对竞争对手在技术服务方面的变化。

若我们面临客户对支持和维护需求的增加，可能导致成本上升，从而损害我们的经营业绩。若我们无法提供高效的客户维护和支持，我们的业务可能受到损害。我们吸引新客户的能力在很大程度上取决于我们的商业声誉以及现有客户的积极推荐。若我们未能维持高质量的维护和支持服务，或市场认为我们未能为客户维持高质量的维护和支持服务，将损害我们的业务。

若我们的产品质量出现任何下降，我们将承担与退货、换货及保修相关的更高成本。我们亦可能被法律要求不时采用新的或修订现有的退货、换货及保修政策。尽管此类政策可改善客户体验并提升客户忠诚度，进而有助于我们获取和留住客户，但同时也使我们承担额外的成本和支出，

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we may not recoup through increased revenue. We cannot assure you that our return, exchange and warranty policy will not be misused by our customers, which may significantly increase our costs and may materially and adversely affect our business and results of operations. If we revise these policies to reduce our costs and expenses, our customers may be dissatisfied, which may result in loss of existing customers or failure to acquire new users at a desirable pace, which may materially and adversely affect our results of operations.

Our insurance coverage may not be sufficient to cover all losses or potential claims by our customers which would affect our business, results of operations and financial condition.

We have maintained insurance coverage which includes product liability insurance, fire damage insurance, goods in transit insurance, consequential loss insurance, and public liability insurance. While our Directors are of the view that the amount of our insurance coverage is in line with the customary standard in the industry and is adequate for our operations, it may not be adequate to fully compensate for all kinds of losses we may suffer in the future. For example, insurance covering losses from acts of war, terrorism, or natural disasters is either unavailable or cost prohibitive. In addition, our insurers will review our policies every year and we cannot guarantee that our policies can be renewed on similar or other acceptable terms or at all. Furthermore, if we suffer unexpected severe losses or losses that far exceed the policy limits, it could materially and adversely affect our business, results of operations, financial condition and prospects.

Our business and prospects depend on our ability to build our brands and reputation, which could be harmed by negative publicity with respect to any negative publicity regarding our Company, Directors, employees, branding or products and solutions, whether warranted or not, could adversely affect our business.

We believe that maintaining and enhancing our brands is of significant importance to the success of our business. Well-recognized brands are important to enhancing our attractiveness to our customers. Since we operate in a highly competitive market, brand maintenance and enhancement directly affect our ability to maintain our market position. The successful promotion of our brand will depend on the effectiveness of our marketing efforts and amount of word-of-mouth referrals we received from satisfied customers. We may incur extra expenses in promoting our brand. However, we cannot assure you that these activities are and will be successful or that we can achieve the brand promotion effect we expect. In addition, negative publicity about our Company, Directors, employees, branding or products and solutions, whether warranted or not, may adversely affect our brand, reputation and business. Certain of such negative publicity may come from malicious harassment or unfair competition acts by third parties, which are beyond our control.

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Any failure or perceived failure to comply with data privacy and security laws, or other concerns about our practices or policies with respect to the collection, use, storage, retention, transfer, disclosure, and other processing of data, could damage our reputation and deter current and potential customers and automotive OEMs from using our products and solutions.

In recent years, privacy and data protection has become an increasing regulatory focus of government authorities across the world. The PRC government has enacted a series of laws, regulations and governmental policies for the protection of personal data in the past few years. We are subject to a variety of laws and regulations relating to data security and privacy, as our business operations involve collection, use, storage, retention, transfer, disclosure and other processing of data, and procurement of data from third parties for training purpose. The interpretation and application of laws, regulations and standards relating to cybersecurity, data protection and privacy remain uncertain and are constantly changing, and these regulations are also affected by different interpretations or significant changes which leads to uncertainty about the scope of our responsibility in this regard. For instance, 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 (《中華人民共和國數據安全法》) (the "Data Security Law," effective since September 1, 2021). The Data Security Law sets out a number of obligations on data security and privacy undertaken by entities and individuals engaged in data-related activities. It also prohibits any individual or entity in China from providing data stored in China to foreign judicial or law enforcement departments without the approval of the competent authorities in China. Besides, the Measures on Security Assessment of Cross-border Data Transfer (《數據出境安全評估辦法》), which was promulgated by Cyberspace Administration of China on July 7, 2022 and became effective on September 1, 2022, stipulates the obligation that before applying for the security assessment of outbound data transfer, data processors shall conduct a self-assessment of the risks in the outbound data transfer. And on November 7, 2016, the Standing Committee of the National People's Congress promulgated the Cybersecurity Law of the People's Republic of China (《中華人民共和國網絡安全法》, effective since June 1, 2017), and pursuant to which, the state is to advance the development of a socialized service system for cybersecurity, and encourage related businesses and institutions to carry out cybersecurity services such as certification, testing and risk assessment. According to the Measures for Cybersecurity Review (《網絡安全審查辦法》), which was promulgated by the Cyberspace Administration of China, the National Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of State Security, the Ministry of Finance, the Ministry of Commerce, the People's Bank of China, the State Administration for Market Regulation, the National Radio and Television Administration, the National Administration of State Secrets Protection, and the State Cryptography Administration on December 28, 2021 and became effective on February 15, 2022, entities meeting certain standards shall apply for a cybersecurity review. Meanwhile, the Network Data Security Management Regulations (Draft for Comments) (《網絡數據安全管理條例(徵求意見稿)》) and Several Provisions on the Management of Automobile Data Security (for Trial Implementation) (《汽車數據安全管理若干規定(試行)》) further provide rules on network data security and automobile data processing. Our PRC Legal Advisor confirms that the cybersecurity related laws and regulations would not

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have a material adverse impact on our business operations or the proposed Listing as of the Latest Practicable Date. While we strive to comply with our privacy guidelines as well as all applicable data protection laws and regulations, any failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, and could damage our reputation.

**Our information technology networks and systems may encounter malfunction, unexpected system failure, interruption, insufficiency or security breaches.**

We rely on information technology networks and systems for electronic communications among our personnel, customers, manufacturers and suppliers and for synchronization with our manufacturers and logistics providers on demand forecast, order placements and manufacturing and service status and capacity. These information technology systems, some of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors or catastrophic events. If our information technology systems suffer damage, disruption or shutdown, we may incur substantial costs in repairing or replacing these systems. Failures in information technology systems, especially those related to automotive safety and associated data, could potentially lead to problems with our products and solutions, resulting in physical injuries or even fatalities to drivers, passengers, and other individuals. If we do not effectively resolve the issues in a timely manner, our business, results of operations and financial condition may be materially and adversely affected, and we could experience delays in reporting our financial results.

**Failure to detect or prevent fraudulent or illegal activities or other misconduct by our employees, customers, suppliers or other third parties may materially and adversely affect our business.**

We are exposed to fraudulent or illegal activities or other misconduct by our employees, customers, suppliers or other third parties, that could subject us to liabilities, fines and other penalties imposed by government authorities and negative publicity. There can be no assurance that our controls and policies will prevent fraud or illegal activity by such persons or that similar incidents will not occur in the future. Any illegal, fraudulent, corrupt or collusive activity by our employees, customers, suppliers or other third parties, including, but not limited to, those in violation of anti-corruption or anti-bribery laws, could subject us to negative publicity that could severely damage our brand and reputation and, if conducted by our employees, could further subject us to significant financial and other liabilities to third parties and fines and other penalties imposed by government authorities. Accordingly, our failure to detect and prevent fraudulent or illegal activities or other misconduct by our employees, customers, suppliers or other third parties could materially and adversely affect our business, results of operations, financial condition and prospects.

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Our risk management and internal control systems may not be adequate or effective.

We have designed and implemented risk management and internal control systems comprising organizational framework policies and procedures, financial reporting processes, compliance rules, and risk management measures we believe are appropriate for our business operations. While we seek to improve our risk management and internal control systems on a continuous basis, we cannot assure you that these systems are sufficiently effective in ensuring the prevention of fraud. See "Business – Risk Management and Internal Control." Since our risk management and internal control systems depend on implementation by our employees, we cannot assure you that our employees or other related third parties are sufficiently or fully trained to implement these systems, or that their implementation will be free from human error or mistakes. If we fail to timely update, implement, and modify, or fail to deploy sufficient human resources to maintain our risk management policies and procedures, our business, results of operations, financial condition and prospects could be materially and adversely affected.

We may be involved in legal proceedings and commercial or contractual disputes, which could materially and adversely affect our reputation, business, results of operations and financial condition.

We may be involved in legal proceedings and commercial or contractual disputes in the ordinary course of our business. We cannot assure you that we will not be involved in various legal and other disputes in the future, which may expose us to additional risks and losses. In addition, we may have to pay legal costs associated with such disputes, including fees relating to appraisal, auction, execution and legal advisory services. Litigation and other disputes may lead to inquiries, investigations and proceedings by regulatory authorities and other governmental agencies and may result in damage to our reputation, additional operating costs and diversion of resources and management's attention from our core business. The disruption of our business due to judgment, arbitration and legal proceedings against us or adverse adjudications in proceedings against our Directors, senior management or key employees may materially and adversely affect our reputation, business, results of operations, financial condition and prospects.

Our legal right to some leased properties may be challenged.

As of the Latest Practicable Date, we had not completed the filings for two of our lease agreements in China. Under the Measures for Administration of Lease of Commodity Properties (《商品房屋租赁管理办法》), which was promulgated by the Ministry of Housing and Urban-Rural Development of the PRC on December 1, 2010 and became effective on February 1, 2011, both lessors and lessees are required to file the lease agreements for registration and obtain property leasing filing certificates for their leases. We may be required by relevant government authorities to file the lease agreements for registration within a time limit, and may be subject to a fine ranging from RMB1,000 to RMB10,000 for such non-registration exceeding such time limit. Additionally, as of the Latest Practicable Date, certain of our leased properties had title defects that could adversely affect our ability to

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continue using them in the future, including (i) one leased property for which the lessor had not provided us with valid property ownership certificate documents and which is on allocated land, and (ii) four leased properties where the actual use is inconsistent with the use registered on the relevant real estate certificates. Further, as our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could require us to close such offices. Our inability to enter into new leases or renew existing leases on terms acceptable to us could materially adversely affect our business, results of operations and financial condition.

RISKS RELATING TO CONDUCTING BUSINESS IN THE PRC

Changes in Chinese economic, political and social conditions, as well as government policies, laws and regulations, and industry practice guidelines could materially and adversely affect our business, results of operations, financial condition and prospects.

The majority of our business assets are located in China and substantially all of our sales are currently derived from China. Accordingly, our business, results of operations, financial condition and prospects are subject, to a significant degree, to the economic, political and legal developments of China. Political and economic policies of the Chinese government could affect our business and financial performance and may result in our being unable to sustain our growth. In recent years, the Chinese government implemented a series of laws, regulations and policies which imposed stricter standards with respect to, among other things, quality and safety control, and supervision and inspection of enterprises operating in our industries. See "Regulatory Overview." If the Chinese government continues to impose stricter regulations on our industries, we could face higher costs in order to comply with those regulations, which may affect our profitability.

The economy of China differs from the economies of most developed countries in a number of respects, including the extent of government involvement, level of development, growth rate, and control of foreign exchange. China has been reforming the Chinese economic system, and has also begun reforming the government structure in recent years. Although these reforms have resulted in significant economic growth and social progress, we cannot predict whether changes in Chinese political, economic and social conditions, laws, regulations and policies will adversely affect our future business, results of operations, financial condition or prospects. Moreover, the Chinese government continues to play a significant role in regulating industrial development. It also exercises significant control over China's economic growth through the allocation of resources, controlling payment of foreign currency denominated obligations, setting monetary policies and providing preferential treatments to particular industries or companies. All of these factors could affect the economic conditions in China and, in turn, our industries and our Company.

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Uncertainties with respect to the Chinese legal system could materially and adversely affect us. The Chinese legal system is different from the legal systems in common law jurisdictions.

Our business and operations are primarily conducted in China and are governed by Chinese laws and regulations. The Chinese legal system is based on written statutes and their interpretation by the legislative bodies, the judicial authorities and the enforcement bodies. Prior court decisions may be cited for reference, but have limited weight as precedents. In recent years, the Chinese government has significantly enhanced the Chinese legislation and regulations to provide protection to various forms of foreign investments in China. However, as many of these laws and regulations are relatively new, and due to the limited number of published cases and judicial interpretations and their lack of precedential value, enforcement of these laws and regulations involve uncertainties. Furthermore, the legal protection available to us under these laws, rules and regulations may be limited. Any litigation or regulatory enforcement action in China may be protracted and may result in substantial costs and the diversion of resources and management attention.

You may encounter difficulty in effecting service of legal process upon us, our Directors and senior management and enforcing foreign judgments against us, our Directors and senior management.

We are a company incorporated in the Cayman Islands with substantial assets located within China. Most of our Directors and senior management reside in China and a majority of their assets are within China. As a result, it may not be possible for you to effect service of legal process within China on us or our Directors or senior management.

Judgments of courts of another jurisdiction may be reciprocally recognized or enforced if the jurisdiction has a treaty on that with China. Currently, China does not have treaties providing for the reciprocal enforcement of judgments in civil and commercial matters by courts with Japan, the United States, the United Kingdom or most other western countries. On July 14, 2006, Hong Kong and China 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 which reciprocal recognition and enforcement of the judgment may be possible between these two jurisdictions provided that the judgment is rendered by a final court of these two jurisdictions and the parties has a expressly written choice of court. It may be difficult or impossible for you to enforce judgment between these jurisdictions if you have not agreed on sole jurisdiction with the other party. In addition, Hong Kong has no arrangement for reciprocal enforcement of judgments with the United States and certain other jurisdictions. As a result, you may encounter difficulty in enforcing foreign judgments against us or our Directors or senior management.

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RISK FACTORS

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could materially and adversely affect our ability to conduct our business.

We are a holding company incorporated in the Cayman Islands and operate our core businesses through our operating subsidiaries in China. Therefore, despite certain income at the holding company level, the availability of funds to pay dividends to our Shareholders largely depends upon dividends received from these subsidiaries. If our subsidiaries incur debts or losses, such indebtedness or loss may impair their ability to pay dividends or other distributions to us. As a result, our ability to pay dividends will be restricted.

Chinese laws and regulations require that dividends be paid only out of distributable profits, which are our net profit as determined in accordance with PRC GAAP or IFRS, whichever is lower, less any recovery of accumulated losses and appropriations to statutory and other reserves that we are required to make. As a result, we may not have sufficient distributable profits, if any, to enable us to make dividend distributions to our Shareholders in the future, including periods for which our financial statements indicate that our operations have been profitable. Any distributable profits that are not distributed in a given year are retained and available for distribution in subsequent years. Moreover, because the calculation of distributable profits under PRC GAAP is different from the calculation under IFRS in certain respects, our operating subsidiaries may not have distributable profits as determined under PRC GAAP, even if they have profits for that year as determined under IFRS, or vice versa. Accordingly, we may not receive sufficient distributions from our subsidiaries. Failure by our operating subsidiaries to pay dividends to us could adversely affect our cash flow and our ability to make dividend distributions to our Shareholders in the future, including those periods in which our financial statements indicate that our operations have been profitable.

Furthermore, restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries may enter into in the future may also restrict the ability of our subsidiaries to provide capital or declare dividends to us and our ability to receive distributions. Therefore, these restrictions on the availability and usage of our major source of funding may impact our ability to pay dividends to our Shareholders.

We may be considered a "Chinese resident enterprise" under the EIT Law, which could result in our global income being subject to a 25% Chinese enterprise income tax and gains on the sales of shares and dividends on the shares may be subject to Chinese income tax.

Our Company is incorporated in the Cayman Islands. We conduct our business through operating subsidiaries in China. Under the EIT Law, enterprises established under the laws of foreign countries or regions and whose "de facto management bodies" are located within China are considered "Chinese resident enterprises" and thus will generally be subject to an EIT at the rate of 25% on their global income. On April 22, 2009, the SAT released the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC

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RISK FACTORS (風險因素)

關於境外註冊中資控股企業依據實際管理機構標準認定為居民企業有關問題的通知 ("Circular 82")（经2017年12月29日修订），该通知规定了认定在中国境外注册、由中国企业或中国企业集团控制的企业的"实际管理机构"是否位于中国境内的标准及程序。根据Circular 82，由中国企业或中国企业集团控制的境外企业，若符合所有相关条件，则被视为中国居民企业。

在Circular 82的基础上，国家税务总局发布了《境外注册中资控股居民企业所得税管理办法（试行）》（"Bulletin 45"），该办法于2011年9月1日起施行，旨在进一步指导Circular 82的实施，并明确此类"境外注册中资控股居民企业"的申报及备案义务。Bulletin 45就居民企业身份认定及认定后相关事项的管理提供了具体程序及行政细则。尽管Circular 82和Bulletin 45明确规定上述标准适用于在中国境外注册、由中国企业或中国企业集团控制的企业，但Circular 82可能反映了国家税务总局对境外企业税收居民身份认定的一般性标准。

然而，企业的税收居民身份须由中国税务机关作出认定，且"实际管理机构"一词的解释仍存在不确定性。就企业所得税法而言，我们可能被认定为中国居民企业。如中国税务机关事后认定我们应被划分为居民企业，则我们的全球收入将须按25%的统一税率缴纳所得税。因此，我们的所得税费用可能大幅增加，我们的净利润及利润率可能受到重大不利影响。

此外，对于中国居民企业向非中国居民企业投资者支付的股息，或非中国投资者就出售中国居民企业股份所确认的收益，通常须按10%的税率征收预提税，原因在于该等股息或收益来源于中国境内。对于向非居民个人股东支付的股息及其实现的任何收益，可能须按20%的税率征收中国预提税。若我们日后被中国税务机关认定为中国居民企业，则本公司拟分派的股息及就出售本公司股份所得的收益，可能被视为来源于"中国境内"的收入，并须缴纳中国所得税，除非适用中国与非中国投资者所在司法管辖区之间的所得税协定对该等税款予以减免。目前尚不明确本公司非中国籍股东能否享有其税收居住地与中国之间的税收协定待遇；若根据企业所得税法，我们须就应付股东的股息代扣代缴中国所得税，或若我们的股东须就转让股份缴纳中国所得税，则股东在本公司股份上的投资回报将会减少。

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Our dividend income from our foreign-invested Chinese subsidiaries may be subject to a higher rate of withholding tax than that which we currently anticipate.

Under the EIT Law and the EIT Rules, dividend payments from Chinese subsidiaries to their foreign shareholders, if the foreign shareholder is not deemed as a Chinese tax resident enterprise under the EIT Law, are subject to a withholding tax at the rate of 10%, unless the jurisdiction of such foreign shareholders has a tax treaty or similar arrangement with China and the foreign shareholder obtains approval from competent local tax authorities for application of such tax treaty or similar arrangement. If certain conditions and requirements under the Arrangement between the Mainland China and the Hong Kong Special Administration Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income entered into between Hong Kong and the PRC (內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排) (the "Hong Kong Tax Treaty"), are met, the withholding rate could be reduced to 5%. However, the SAT promulgated Circular of the State Administration of Taxation on Issues Concerning the "Beneficial Owners" under Tax Treaties (the "Circular 9") on February 3, 2018, which provides that a "beneficial owner" is a person who has the ownership and control over the relevant income or the rights or properties that generate the relevant income. A beneficial ownership analysis will be made based on a totality of facts of each case and the "substance-over-form" principle to determine whether a recipient is entitled to tax treaty benefits. It is unclear whether Circular 9 applies to dividends from our Chinese operating subsidiaries paid to us. It is possible, however, that under Circular 9, the foreign shareholder of our Chinese operating subsidiaries would not be considered the "beneficial owner" of any such dividends, and that such dividends would, as a result, be subject to income tax withholding at the rate of 10% rather than the favorable 5% rate applicable under the Hong Kong Tax Treaty. In that case, our results of operations and financial condition would be materially and adversely affected.

Governmental control over capital inflow/outflow, currency conversion and fluctuations in exchange rates may affect the value of your investment, result in investment losses, and limit our ability to utilize our cash effectively.

The Renminbi is not currently a freely convertible currency. We receive most of our payments from customers in Renminbi and may need to convert Renminbi into foreign currencies for the payment of dividends, if any, to holders of our Shares. Under the Chinese existing foreign exchange regulations, following the completion of the Global Offering, we will be able to pay dividends in foreign currencies without prior approval from SAFE or its local branches by complying with certain procedural requirements. However, the Chinese government may take measures at its discretion in the future to restrict access to foreign currencies for current account transactions if foreign currencies become scarce in China. We may not be able to pay dividends in foreign currencies to our Shareholders if the Chinese government restricts access to foreign currencies for current account transactions. Foreign exchange transactions under our capital account continue to be subject to significant foreign exchange controls and require the approval of the SAFE or its local branches. These limitations could affect our ability to obtain foreign exchange through equity financing, or to obtain foreign exchange for capital expenditures.

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RISK FACTORS

Most of our revenue and costs are denominated in Renminbi. We recorded net foreign exchange losses recognized in profit or loss of RMB1.4 million, RMB18.6 million, RMB15.1 million, RMB1.3 million and RMB0.9 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. We recorded currency translation gain/(loss) recognized in other comprehensive income of RMB62.8 million, RMB(396.6) million, RMB(148.3) million, RMB89.5 million and RMB(23.6) million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. Any significant revaluation of the Renminbi may materially and adversely affect our results of operations, cash flows and financial condition. The exchange rate of the Renminbi against the U.S. dollar and other foreign currencies fluctuates and is affected by, among other things, the policies of the Chinese government and changes in China and in international political and economic conditions. Since 1994, the conversion of the Renminbi into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China, which are set daily based on the previous business day's interbank foreign exchange market rates and current exchange rates on the world financial markets. It is difficult to predict how market forces or government policies may impact the exchange rate between the Renminbi and the Hong Kong dollar, the U.S. dollar or other currencies in the future. In addition, the PBOC regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policies goals.

There remains significant international pressure on the Chinese government to adopt a more flexible currency policy, which, together with domestic policy considerations, could result in appreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or other foreign currencies. If the Renminbi appreciates against other currencies significantly, and as we need to convert and remit the proceeds from the Global Offering and future financing into the Renminbi for our operations, appreciation of the Renminbi against the relevant foreign currencies would reduce the Renminbi amount we would receive from the conversion. On the other hand, because the dividends on our Shares, if any, will be paid in Hong Kong dollars, any devaluation of the Renminbi against the Hong Kong dollar could reduce the amount of any cash dividends on our Shares in Hong Kong dollar terms. In addition, there are limited instruments available for us to reduce our exposure to foreign currency risk at reasonable costs. Any of the foregoing factors may materially and adversely affect our businesses, results of operations, financial condition and prospects.

Failure by our Shareholders who are Chinese individual residents to make required applications and filings pursuant to regulations relating to offshore investments by Chinese residents may prevent us from distributing dividends and expose us and our Shareholders who are Chinese residents to liability under Chinese law.

Pursuant to the Circular of the SAFE on Foreign Exchange Administration of Overseas Investment, Financing and Round-trip Investments Conducted by Domestic Residents through Special Purpose Vehicles (《国家外汇管理局关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知》, the "SAFE Circular 37"), which was promulgated by SAFE and replaced SAFE circular No. 75 and became effective on July 4, 2014, requires a Chinese individual resident ("Chinese Resident") to register with the local SAFE branch before contributing legitimate onshore or offshore assets in an overseas Special Purpose Vehicles for the purpose of offshore equity financing or investment. They must also make filings with SAFE thereafter upon the occurrence of certain changes in the capital structure.

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RISK FACTORS

On February 13, 2015, the Circular of Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment (《關於進一步簡化和改進直接投資外匯管理政策的通知》, the "SAFE Circular 13") was promulgated by the SAFE and took effect on June 1, 2015. Pursuant to the SAFE Circular 13, the administrative examination and approval procedures relating to the foreign exchange registration approval under domestic direct investment and the foreign exchange registration approval under overseas direct investment are canceled and direct investment-related foreign exchange registration including registrations under the SAFE Circular 37 is directly reviewed and handled by banks.

We cannot assure that the Chinese resident shareholders and beneficial owners will in the future complete the registration with the SAFE in a timely manner and obey the regulations on foreign exchange. If Chinese resident shareholders or beneficial owners contribute capital to an offshore special purpose vehicle without completing Circular 37 registration, the Chinese resident shareholders or beneficial owners shall be ordered by the foreign exchange control authorities to recover the foreign exchange within a stipulated period and be subject to a fine of not more than 30% of the amount of evaded foreign exchange; where the case is serious, a fine ranging from 30% of the amount of evaded foreign exchange to the equivalent value shall be imposed; where the case constitutes a criminal offense, criminal liability shall be pursued in accordance with the law. In addition, we may not at all times be fully aware or informed of the identities of all of our Shareholders and beneficial owners who are Chinese residents, and we may not always be able to timely compel our Shareholders to comply with the requirements of Circular 37. Moreover, there is no assurance that the PRC Government will not have a different interpretation of the requirements of Circular 37 in the future.

Failure to comply with the requirements for employee stock incentive plans may subject the Chinese plan participants or us to fines and other legal or administrative penalties.

In February 2012, the SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly Listed Company (《關於境內個人參與境外上市公司股權激勵計劃外匯管理有關問題的通知》, the "SAFE Circular 7"), which replaced the earlier rules promulgated by the SAFE in March 2007. Under the SAFE Circular 7 and other relevant requirements and regulations, Chinese residents who participate in stock incentive plans in an overseas publicly listed company are required to register with the SAFE or other branches and complete certain other procedures. The Chinese resident participants of stock incentive plans are required to retain a qualified Chinese agent, which could be the Chinese subsidiary of such overseas listing public company or other qualified institutions selected by Chinese subsidiary) to register with the SAFE and complete other procedures on behalf of such participants for stock incentive plans. The participants must also retain an overseas entrusted institution to complete matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. In addition, the Chinese agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the Chinese agent or the overseas entrusted institution or other material changes. Also, SAFE Circular 37 stipulates the Chinese residents who participate in a share incentive plan of an overseas non-publicly listed special purpose company may register with SAFE or its local branches before they exercise the share options. We and our Chinese

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employees who have been granted RSUs will be subject to these regulations. Failure of our Chinese share option holders or restricted shareholders to complete their SAFE registrations may subject these Chinese residents to fines of up to RMB300,000 for entities and up to RMB50,000 for individuals, and legal sanctions may also limit our ability to contribute additional capital into our Chinese subsidiary, limit our Chinese subsidiary's ability to distribute dividends to us, or otherwise materially adversely affect our businesses.

The SAT has also issued relevant rules and regulations concerning employee share incentives. Under these rules and regulations, our employees working in China will be subject to Chinese individual income tax upon exercise of the share options or grant of the restricted shares. Our China subsidiaries have obligations to file documents with respect to the granted share options or restricted shares with relevant tax authorities and to withhold individual income taxes for their employees upon exercise of the share options or grant of the restricted shares. If our employees fail to pay or we fail to withhold their individual income taxes according to relevant rules and regulations, we may face sanctions imposed by the competent governmental authorities.

Chinese regulations of loans and direct investment by offshore holding companies to Chinese entities may delay or prevent us from using the proceeds of the Global Offering to make loans or additional capital contributions to our Chinese subsidiaries.

Any loans provided by our offshore holding companies to our Chinese subsidiaries are subject to Chinese regulations and such loans must be registered with the local branch of SAFE. Additionally, if we finance such subsidiary by means of additional capital contributions, these capital contributions must be registered, reported or filed with certain government authorities, including the MOFCOM, SAMR and SAFE or their local counterparts. We cannot assure you that we will be able to complete registration, report or filing procedures on a timely basis, if at all, with respect to future loans or capital contributions by us to our subsidiaries or any of their respective subsidiaries. If we fail to complete such registration, report or filing procedures, our ability to make equity contributions or provide loans to our Chinese subsidiaries or to fund their operations may be materially and adversely affected. This may materially and adversely affect our Chinese subsidiaries' liquidity, their ability to fund their working capital and expansion projects, and their ability to meet their obligations and commitments. As a result, this may have a material adverse effect on our business, financial condition and results of operations.

There is uncertainty with respect to the indirect transfers of equity interests in our Chinese resident enterprises through transfers made by our Shareholders or our non-Chinese holding companies.

On February 3, 2015, the SAT promulgated the Public Announcement on Several Issues Concerning Enterprise Income Tax for Indirect Transfer of Assets by Non-Resident Enterprises (國家稅務總局關於非居民企業間接轉讓財產企業所得稅若干問題的公告) ("Circular 7"), which replaced certain provisions in the Notice on Strengthening the Administration of Enterprise Income Tax on Equity Transfers of Non-resident Enterprises (國家稅務總局關於加強非居民企業股權轉讓所得企業所得稅管理的通知) ("Circular 698"). Circular 7 provided

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comprehensive guidelines relating to, and also heightened the Chinese tax authorities' scrutiny over, indirect transfers by a non-resident enterprise of assets (including equity interests) of a Chinese resident enterprise (the "Chinese Taxable Assets"). For example, Circular 7 stated that where a non-resident enterprise transfers Chinese Taxable Assets indirectly by disposing of equity interests in an overseas holding company directly or indirectly holding such Chinese Taxable Assets, and such transfer is deemed for the purpose of avoiding EIT payment obligations and without any other bona fide commercial purpose, the transfer may be reclassified by the Chinese tax authorities as a direct transfer of Chinese Taxable Assets.

Although Circular 7 contains certain exemptions, it is unclear whether any exemptions under Circular 7 will be applicable to the transfer of our Shares or to any future acquisition by us outside of China involving Chinese Taxable Assets, or whether the Chinese tax authorities will classify such transaction by applying Circular 7. Therefore, the Chinese tax authorities may deem any transfer of our Shares by our Shareholders that are non-resident enterprises, or any future acquisitions by us outside of China involving Chinese Taxable Assets, to be subject to the foregoing regulations, which may subject our Shareholders or us to additional Chinese tax reporting obligations or tax liabilities.

RISKS RELATING TO THE GLOBAL OFFERING

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

Prior to the Global Offering, there has been no public market for our Shares. The Offer Price for our Shares was the result of negotiations among us and the Joint Sponsor-Overall Coordinators and the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and the Offer Price may differ significantly from the market price for the Shares following the Global Offering. We have applied to list and deal in the Shares on the Stock Exchange. We cannot assure you that the Global Offering will result in the development of an active, liquid public trading market for the Shares. In addition, the price and trading volumes of the Shares may be volatile. The following factors may affect the trading volume and market price of our Shares:

• actual or anticipated fluctuations in our operating and financial results, such as turnovers, earnings and cash flow;

•

证券分析师对盈利预测或建议的变化；影响我们或我们所在行业的总体市场状况或其他进展；

•

潜在诉讼或监管调查；

•

其他公司、其他行业的经营状况及股价表现，以及超出我们控制范围的其他事件或因素；以及

•

我们已发行股份的锁定期或其他转让限制的解除，或我们或其他股东出售或被认为出售额外股份。

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**风险因素**

此外，证券市场不时经历与相关公司经营业绩无关或并非直接相关的重大价格及成交量波动。恒生指数自2019年7月以来经历了重大波动。此类波动，无论是由市场、行业还是政治因素引起，均可能对我们股份的市场价格及成交量产生重大不利影响。

**我们股份的交易价格可能出现波动，这可能导致您蒙受重大损失。**

我们股份的交易价格可能出现波动，并可能因超出我们控制范围的因素而大幅波动，包括香港、中国、美国及世界其他地区证券市场的总体市场状况。特别是，其他主要在中国开展业务并已在香港上市的公司的表现及市场价格波动，可能影响我们股份价格及成交量的波动性。多家中国公司已在香港上市证券，部分公司正在筹备在香港上市。其中一些公司经历了重大波动，包括在首次公开发售后出现重大价格下跌。这些公司证券在发售时或发售后的交易表现，可能影响投资者对在香港上市的中国公司的整体情绪，进而可能影响我们股份的交易表现。无论我们的实际经营业绩如何，上述宏观市场及行业因素均可能对我们股份的市场价格及波动性产生重大影响。

**您将立即遭受重大摊薄，未来可能进一步遭受摊薄。**

股份发售价高于全球发售前每股有形资产净值。因此，在全球发售中购买股份的投资者将立即遭受备考有形资产净值的摊薄，而我们的现有股东则将获得其所持股份每股备考经调整综合有形资产净值的提升。此外，若承销商行使发售规模调整选择权或超额配股权，或若我们未来通过股权发售方式筹集额外资本，我们的股东可能进一步遭受其权益的摊薄。

**我们对如何使用全球发售所得款项净额享有重大酌情权，您未必同意我们的使用方式。**

我们的管理层可能以您不同意或未能产生有利回报的方式使用全球发售所得款项净额。请参阅"未来计划及所得款项用途"。然而，我们的管理层将对所得款项净额的实际用途享有酌情权。您正将资金托付予我们的管理层，并须依赖其判断，以决定我们将如何具体使用本次全球发售所得款项净额。

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风险因素

我们的股份（尤其是由我们的董事和/或现有股东持有的股份）大量出售或可供出售（无论是实际发生还是市场预期），可能对我们股份的市场价格产生不利影响。

未来大量出售我们的股份（尤其是由我们的董事和/或现有股东出售），或市场对此类出售的预期或预判，可能对我们股份在香港的市场价格以及我们未来在适当时机以适当价格筹集股权资本的能力产生负面影响。

我们现有股东持有的股份须遵守自我们股份在联交所开始买卖之日起计的若干禁售期。我们无法保证我们的现有股东不会出售其目前或将来持有的任何股份。详情请参阅"历史及公司架构——禁售期"及"历史及公司架构——上市前投资——1. 概览"。此类股东在市场上出售股份以及该等股份可供日后出售，可能对我们股份的市场价格产生负面影响，并可能导致阁下在我们股份上的投资蒙受损失。

我们无法保证本招股说明书所载来自政府官方来源或其他来源的事实、预测及其他统计数据的准确性。

本招股说明书（尤其是"行业概览"一节）载有与我们所处行业相关的信息和统计数据。该等信息和统计数据来源于由我们委托编制的弗若斯特沙利文报告，以及各类政府官方出版物和其他公开出版物。我们认为上述信息来源对于提供该等信息而言属于适当来源，且我们在摘录和转载该等信息时已采取合理谨慎措施。然而，我们无法保证该等来源材料的质量或可靠性。来自政府官方来源的信息和统计数据未经我们、联席保荐人、联席全球协调人、联席整体协调人、资本市场中介机构、联席账簿管理人及联席牵头经办人、任何包销商、我们或彼等各自的任何董事、高级职员或代表，或参与全球发售的任何其他人士独立核实，且不就其准确性作出任何陈述。该等信息的收集方法可能存在缺陷或效果欠佳，或已发布的信息与市场实践之间可能存在差异，从而导致统计数据不准确或与其他经济体编制的统计数据缺乏可比性。此外，我们无法保证该等信息与其他地方列示的类似统计数据在编制基础或准确程度上保持一致。无论如何，阁下应审慎考量赋予该等信息或统计数据的重要性。

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RISK FACTORS

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Shares and trading volume could decline.

The trading market for our Shares may be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our Shares, the market price for our Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume of our Shares to decline.

As we do not expect to pay dividends in the foreseeable future after the Global Offering, you must rely on price appreciation of our Shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after the Global Offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Shares as a source for any future dividend income.

Our Board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our Shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our Board of Directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our Board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our Board of Directors. Accordingly, the return on your investment in our Shares will likely depend entirely upon any future price appreciation of our Shares. There is no guarantee that our Shares will appreciate in value after the Global Offering or even maintain the price at which you purchased the Shares. You may not realize a return on your investment in our Shares and you may even lose your entire investment in our Shares.

Certain judgments obtained against us by our Shareholders may not be enforceable.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. We conduct most of our operations in China and most of our assets are located in China. In addition, a majority of our Directors and executive officers reside within China, and most of the assets of these persons are located within China. As a result, it may be difficult or impossible for you to effect service of process within Hong Kong upon these individuals, or to bring an action against us or against these individuals in Hong Kong in the event that you

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RISK FACTORS

believe your rights have been infringed under the Hong Kong laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render you unable to enforce a judgment against our assets or the assets of our Directors and officers.

Waivers and exemptions have been granted from compliance with certain requirements of the Listing Rules and the Companies (Winding up and Miscellaneous Provisions) Ordinance. Shareholders will not have the benefit of the Listing Rules and the Companies (Winding up and Miscellaneous Provisions) Ordinance that are so waived. These waivers and exemptions could be revoked, exposing us and our Shareholders to additional legal and compliance obligations.

We have applied for, and each of the Stock Exchange and the SFC has granted to us, a number of waivers and exemptions from strict compliance with the Listing Rules and the Companies (Winding up and Miscellaneous Provisions) Ordinance. See "Waivers from Strict Compliance with the Listing Rules and Exemptions from Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance." There is no assurance that the Hong Kong Stock Exchange or SFC will not revoke any of these waivers and exemptions granted or impose certain conditions on any of these waivers and exemptions. If any of these waivers and exemptions were to be revoked or to be subject to certain conditions, we may be subject to additional compliance obligations, incur additional compliance costs and face uncertainties arising from issues of multijurisdictional compliance, all of which could materially and adversely affect us and our Shareholders.

Our Company was incorporated under the laws of the Cayman Islands and these could provide different protections to minority Shareholders than the laws of Hong Kong.

Our corporate affairs are governed by our Memorandum and Articles, and by the Cayman Companies Act and the common law of the Cayman Islands. The laws of the Cayman Islands relating to the protection of the interests of minority Shareholders could differ from those established under statutes or judicial precedent in Hong Kong or other jurisdictions with which minority Shareholders are more familiar. The rights of Shareholders to take legal action against our Company and/or our Directors, actions by minority Shareholders and the fiduciary duties of our Directors to our Company under Cayman Islands laws are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. Shareholders may have different remedies in exercising their rights in the face of actions taken by the management of our Company, Directors or major Shareholders than they would as shareholders of a Hong Kong company or company incorporated in other jurisdictions. Such differences could mean that minority Shareholders could have different protections than they would have under the laws of Hong Kong or other jurisdictions with which minority Shareholders are more familiar.

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RISK FACTORS

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

We strongly caution you not to rely on any information contained in press articles or other media regarding us and the Global Offering. Prior to the publication of this Prospectus, there has been press and media coverage regarding us and the Global Offering. Such press and media coverage may include references to certain information that does not appear in this Prospectus, including certain operating and financial information and projections, valuations and other information. We have not authorized the disclosure of any such information in the press or media and do not accept any responsibility for any such press or media coverage or the accuracy or completeness of any such information or publication. We make no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. To the extent that any such information is inconsistent or conflicts with the information contained in this Prospectus, we disclaim responsibility for it, and you should not rely on such information.

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

This Prospectus contains certain statements and information that are forward-looking and uses forward-looking terminology such as "anticipate," "believe," "could," "going forward," "intend," "plan," "project," "seek," "expect," "may," "ought to," "should," "would" or "will" and similar expressions. You are cautioned that reliance on any forward-looking statement involves risks and uncertainties and that any or all of those assumptions could prove to be inaccurate and as a result, the forward-looking statements based on those assumptions could also be incorrect. In light of these and other risks and uncertainties, the inclusion of forward-looking statements in this Prospectus should not be regarded as representations or warranties by us that our plans and objectives will be achieved and these forward-looking statements should be considered in light of various important factors, including those set forth in this section. Subject to the requirements of the Listing Rules, we do not intend publicly to update or otherwise revise the forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements in this Prospectus are qualified by reference to this cautionary statement.

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WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

In preparation for the Listing, we have sought the following waivers and exemptions from strict compliance with the relevant provisions of the Listing Rules or the Companies (Winding Up and Miscellaneous Provisions) Ordinance:

WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG

Pursuant to Rule 8.12 of the Listing Rules, our Company must have sufficient management presence in Hong Kong, which normally means that at least two of our executive Directors must ordinarily reside in Hong Kong. Given that (i) our business operations are principally located, managed and conducted in the PRC and will continue to be principally based in the PRC; (ii) most of our Group's executive Directors and senior management team principally reside in the PRC and will continue to reside in the PRC; and (iii) the management and operation of our Group have mainly been under supervision of the executive Directors of our Company and senior management, who are principally responsible for the overall management, corporate strategy, planning, business development and control of our Group's business, we do not have, and do not contemplate in the foreseeable future that we will have sufficient management presence in Hong Kong for the purpose of satisfying the requirement under Rule 8.12 of the Listing Rules.

Accordingly, we have applied for, and the Stock Exchange has granted us, a waiver from strict compliance with Rule 8.12 of the Listing Rules, subject to the following conditions to maintain regular and effective communication between the Stock Exchange and ourselves:

(a) Authorized Representatives: We have appointed Mr. Shan and Mr. Sun Xiaoxiang (孫曉祥) ("Mr. Sun") as our authorized representatives ("Authorized Representatives") for the purpose of Rule 3.05 of the Listing Rules. The Authorized Representatives will act as our principal channel of communication with the Stock Exchange and would be readily contactable by the Stock Exchange, and if required, will be able to meet with the Stock Exchange to discuss any matters in relation to our Company within a reasonable period of time.

(b) Directors: When the Stock Exchange wishes to contact our Directors on any matter, each of the Authorized Representatives will have all necessary means to contact all of our Directors (including our independent non-executive Directors) promptly at all times. To enhance communication between the Stock Exchange, our Authorized Representatives and our Directors, we have implemented the following measures: (a) each Director will provide his/her mobile telephone number, office phone number, e-mail address and facsimile number (to the extent applicable) to the Authorized Representatives; (b) in the event that a Director expects to travel or is otherwise out of office, he or she will provide the telephone number of the place of his or her accommodation to the Authorized Representatives; and (c) we have provided the telephone number, e-mail address and facsimile number of each Director to the Stock Exchange. Each of our other Directors who does not ordinarily reside in Hong Kong possesses or can apply for valid travel documents to visit and will be able to meet with the Stock Exchange within reasonable period of time.

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WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

(c) Compliance Advisor: We have appointed Maxa Capital Limited as our compliance advisor ("Compliance Advisor") pursuant to Rule 3A.19 of the Listing Rules, who will provide us with professional advice on continuing obligations under the Listing Rules and act as our additional channel of communication with the Stock Exchange during the period from the Listing Date to the date on which our Group complies with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the Listing Date. The Compliance Advisor will be available to answer inquiries from the Stock Exchange.

WAIVER IN RESPECT OF JOINT COMPANY SECRETARIES

Rule 8.17 of the Listing Rules provides that our Company must appoint a company secretary who satisfies the requirements under Rule 3.28 of the Listing Rules.

According to Rule 3.28 of the Listing Rules, our Company must appoint an individual, who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of company secretary.

Pursuant to Note 1 to Rule 3.28 of the Listing Rules, the Stock Exchange considers the following academic or professional qualifications to be acceptable:

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

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

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

In addition, pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing "relevant experience", the Stock Exchange will consider the individual's:

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

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

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

(d) professional qualifications in other jurisdictions.

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WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

We have appointed Mr. Sun and Ms. Kwok Siu Ying Sarah (郭兆瑩) ("Ms. Kwok"), as the joint company secretaries of our Company. See "Directors and Senior Management – Joint Company Secretaries" for further biographical details of Mr. Sun and Ms. Kwok.

Ms. Kwok is an associate member of The Hong Kong Chartered Governance Institute. She fully meets the qualification requirements stipulated under Rule 3.28 of the Listing Rules and is in compliance with Rule 8.17 of the Listing Rules.

Accordingly, while Mr. Sun does not possess the qualification required of a company secretary under Rule 3.28 of the Listing Rules, we have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules on the basis of the arrangements below:

(a) Mr. Sun will endeavor to attend relevant training courses, including briefings on the latest changes to the relevant applicable Hong Kong laws and regulations and the Listing Rules which will be organized by our Hong Kong legal advisors on an invitation basis and seminars organized by the Stock Exchange for listed issuers from time to time;

(b) both Mr. Sun and Ms. Kwok have confirmed that each of them will be attending a total of no less than 15 hours of training courses on the Listing Rules, corporate governance, information disclosure, investors relation as well as the functions and duties of the company secretary of a Hong Kong listed issuer during each financial year as required under Rule 3.29 of the Listing Rules;

(c) Ms. Kwok will assist Mr. Sun to enable him to acquire the relevant experience (as required under Rule 3.28 of the Listing Rules) to discharge the duties and responsibilities as our company secretary;

(d) Ms. Kwok will communicate regularly with Mr. Sun on matters relating to corporate governance, the Listing Rules and any other laws and regulations which are relevant to our Company and its affairs. Ms. Kwok will work closely with, and provide assistance to, Mr. Sun in the discharge of his duties as a company secretary, including organizing our Board meetings and Shareholders' general meetings;

(e) upon expiry of Mr. Sun's initial term of appointment for an initial period of three years from the Listing Date as the company secretary of our Company, our Company will evaluate his experience in order to determine if he has acquired the qualifications required under Rule 3.28 of the Listing Rules, and whether on-going assistance should be arranged so that Mr. Sun's appointment as the company secretary of our Company continues to satisfy the requirements under Rules 3.28 and 8.17 of the Listing Rules;

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WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

(f) our Company has appointed Maxa Capital Limited as its Compliance Advisor pursuant to Rule 3A.19 of the Listing Rules which will act as the additional communication channel with the Stock Exchange and provide professional guidance and advice to our Company and Mr. Sun as to the compliance with the Listing Rules and all other applicable laws and regulations; and

(g) the waiver can be revoked with immediate effect if there are material breaches of the Rules 3.28 and 8.17 of the Listing Rules by our Company.

Before the end of the three-year period, we shall liaise with the Stock Exchange to revisit the situation in the expectation that we should then be able to demonstrate to the Stock Exchange's satisfaction that Mr. Sun, having had the benefit of Ms. Kwok's assistance for three years, would then have acquired the relevant experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver would not be necessary.

WAIVER AND EXEMPTION IN RELATION TO THE COMPANY'S PRE-IPO SHARE PLAN

Rule 17.02(1)(b) of the Listing Rules requires that full details of all outstanding options and awards and their potential dilution effect upon listing as well as the impact on the earnings per share from the issue of shares in respect of such outstanding options or awards be disclosed in this Prospectus.

Under paragraph 27 of Appendix D1A to the Listing Rules, we are required to disclose in this Prospectus, particulars of any capital of any member of our Group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee.

Under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, we are required to disclose in this Prospectus details of the number, description and amount of Shares which a person has, or is entitled to be given, an option to subscribe for, together with certain particulars of each option, namely the period during which it is exercisable, the price to be paid for Shares subscribed for under it, the consideration (if any) given or to be given for it or for the right to it, and the names and addresses of the persons to whom it or the right to it was given.

As of the Latest Practicable Date, our Company has granted options (the "Options") under the Pre-IPO Share Plan to an aggregate of 500 individuals (the "Grantees"), including three Directors, one senior management and one connected person of our Company, to subscribe for an aggregate of 156,847,868 Shares under the terms and conditions of the Pre-IPO Share Plan. For further details, see "Statutory and General Information – D. Share Incentive Schemes" in Appendix IV to this Prospectus.

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WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

We have applied to (i) the Stock Exchange for a waiver from strict compliance with the requirements under Rule 17.02(1)(b) of and paragraph 27 of Appendix D1A to the Listing Rules and (ii) the SFC for an exemption from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance pursuant to section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in connection with the disclosure of certain details relating to the Pre-IPO Share Plan and the Grantees on the ground that full compliance with such disclosure requirements would be unduly burdensome for our Company and the waiver and the exemption would not prejudice the interest of the investing public for the following reasons:

(a) given that 500 Grantees are involved, our Directors consider that it would be unduly burdensome to disclose full details of all the Options granted by us in this Prospectus, which would involve a substantial number of pages of content to be inserted into this Prospectus, significantly increasing the cost and timing for information compilation and Prospectus preparation;

(b) the disclosure of key information of the Pre-IPO Share Plan, including (i) a summary of the latest terms of the Pre-IPO Share Plan; (ii) the aggregate number of Shares subject to the Options and the percentage of our Shares of which such number represents; (iii) the impact on earnings per Share upon full exercise of the Options immediately following completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised); (iv) the details of the Options granted under the Pre-IPO Share Plan by the range of underlying Shares, including the date of grant, the vesting period and the exercise price for the Options; and (v) the particulars of the waiver and exemption granted by the Stock Exchange and the SFC, in this Prospectus provides potential investors with sufficient information to make an informed assessment in their investment decision-making process. The above disclosure is consistent with the conditions ordinarily expected by the Stock Exchange in similar circumstances as set out in Chapter 3.6 of the Guide for New Listing Applicants issued by the Stock Exchange; and

(c) the lack of full compliance of the disclosure requirements set out above will not prevent potential investors from making an informed assessment of the activities, assets and liabilities, financial position, management and prospects of our Group and will not prejudice the interest of any potential investors. Strict adherence to the disclosure requirements, including to disclose the names, addresses, and entitlements on an individual basis of all Grantees without reflecting the materiality of the information does not provide any additional meaningful information to the investing public.

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WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

In light of the above, our Directors believe that the grant of the waiver and exemption sought under this application and the non-disclosure of the required information will not hinder potential investors from making an informed assessment of the activities, assets and liabilities, financial position, management and prospects of our Group and will not prejudice the interest of the public investors.

The Stock Exchange has granted to us a waiver from strict compliance with the disclosure requirements under Rule 17.02(1)(b) of the Listing Rules and paragraph 27 of Appendix D1A to the Listing Rules with respect to the options granted under the Pre-IPO Share Plan subject to the conditions that:

(a) the grant of a certificate of exemption from strict compliance with the relevant Companies (Winding Up and Miscellaneous Provisions) Ordinance requirements by the SFC;

(b) on an individual basis, full details of all the Options granted by our Company under the Pre-IPO Share Plan to (1) each of the Directors, senior management and connected persons of our Company; and (2) other grantees who have been granted options to subscribe for 3,000,000 Shares or more, including all the particulars required under Rule 17.02(1)(b) of the Listing Rules, paragraph 27 of Appendix D1A to the Listing Rules and paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, be disclosed in this Prospectus;

(c) in respect of the Options granted by our Company to the remaining Grantees other than those referred to in sub-paragraph (b) above (the "Other Grantees"), disclosures are made on an aggregate basis, categorized into lots based on the number of Shares underlying each Other Grantee, being (1) 1 to 49,999; (2) 50,000 to 99,999; (3) 100,000 to 499,999; (4) 500,000 to 999,999; and (5) 1,000,000 to 2,999,999, and for each lots of Share, the following details will be disclosed in this Prospectus, (i) the number of the Other Grantees and number of Shares underlying the Options granted under the Pre-IPO Share Plan; (ii) the consideration of grant of the Options under the Pre-IPO Share Plan; and (iii) the exercise period and the exercise price of the Options granted under the Pre-IPO Share Plan;

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WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND EXEMPTIONS FROM COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE

(d) the aggregate number of Shares underlying the outstanding Options granted and the percentage of our Company's total issued share capital represented by such number of Shares as of the Latest Practicable Date will be disclosed in this Prospectus;

(e)

期权的全面行使对每股收益的潜在摊薄效应及影响将于本招股说明书附录四"法定及一般资料——D. 股份激励计划"一节中披露；

(f)

上市前股份计划主要条款摘要将于本招股说明书附录四"法定及一般资料——D. 股份激励计划——1. 上市前股份计划"一节中披露；

(g)

豁免的详情载于本招股说明书；及

(h)

所有已获授予期权的承授人（包括上文第(b)及(c)分段所述人士）的完整名单，载有《上市规则》第17.02(1)(b)条及附录D1A第27段以及《公司（清盘及杂项条文）条例》附表三第一部第10(d)段所规定的所有详情，将按照本招股说明书附录五"递交公司注册处处长的文件及可供查阅的文件"的规定，供公众查阅。

证监会已根据《公司（清盘及杂项条文）条例》第342A条，颁发证券豁免证书，根据《公司（清盘及杂项条文）条例》第342A条豁免本公司严格遵守《公司（清盘及杂项条文）条例》附表三第一部第10(d)段，惟须符合下列条件：

(a)

本公司根据上市前股份计划授予以下人士的所有期权的完整详情须于本招股说明书中披露：(1) 本公司各董事、高级管理人员及关联人士；及(2) 已获授予认购3,000,000股或以上股份期权的其他承授人，该等详情须包括《公司（清盘及杂项条文）条例》附表三第一部第10段所规定的所有详情；

(b)

就本公司根据上市前股份计划授予其他承授人的期权而言，须以汇总方式披露，并按每名其他承授人所持相关股份数目划分为以下批次：(1) 1至49,999股；(2) 50,000至99,999股；(3) 100,000至499,999股；(4) 500,000至999,999股；及(5) 1,000,000至2,999,999股，并就每批股份于本招股说明书中披露以下详情：(i) 其他承授人人数及期权相关股份数目；(ii) 根据上市前股份计划授予期权的代价；及(iii) 期权的行使期及行使价；

– 112 –

豁免严格遵守上市规则及豁免遵守《公司（清盘及杂项条文）条例》

(c)

所有已获授予认购上市前股份计划项下股份期权的承授人（包括上文第(a)及(b)分段所述人士）的完整名单，载有《公司（清盘及杂项条文）条例》附表三第一部第10段所规定的所有详情，将按照本招股说明书附录五"递交公司注册处处长的文件及可供查阅的文件"的规定，供公众查阅；

(d)

豁免的详情载于本招股说明书；及

(e)

本招股说明书于2024年7月31日或之前刊发。

上市前股份计划的进一步详情载于本招股说明书附录四"法定及一般资料——D. 股份激励计划——1. 上市前股份计划"一节。

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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

DIRECTORS' RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS

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

CSRC FILING REQUIREMENT

The CSRC issued notice of filing on November 9, 2023 for the Global Offering and listing of our Shares on the Stock Exchange. The notice of filing only confirms the filing information of our Company's overseas offering and listing, and does not represent that the CSRC makes any substantial judgment or guarantee about the investment value of our Company's securities or the proceeds of investors, nor does it indicate that the CSRC makes any guarantee or affirmation about the authenticity, accuracy and completeness of this Prospectus.

INFORMATION ON THE GLOBAL OFFERING, STRUCTURE AND CONDITIONS OF THE GLOBAL OFFERING AND PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES

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

Neither the delivery of this Prospectus nor any offering, sale or delivery made in connection with the Offer Shares should, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in our affairs since the date of this Prospectus or imply that the information contained in this Prospectus is correct as of any date subsequent to the date of this Prospectus.

Details of the structure of the Global Offering, including its conditions, are set out in "Structure of the Global Offering", and the procedures for applying for the Hong Kong Offer Shares are set out in "How to Apply for Hong Kong Offer Shares".

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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

UNDERWRITING

This Prospectus is published solely in connection with the Hong Kong Public Offering, which forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this Prospectus sets out the terms and conditions of the Hong Kong Public Offering.

The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the Joint Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement and is subject to us and the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) agreeing on the Offer Price. An International Underwriting Agreement relating to the International Offering is expected to be entered into on or around Tuesday, August 6, 2024, subject to the Offer Price being agreed.

If, for any reason, our Company and the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) are unable to reach an agreement on the Offer Price on or before 12:00 noon on Tuesday, August 6, 2024, the Global Offering will not proceed and will lapse. For full information about the Underwriters and the underwriting arrangements, see "Underwriting" in this Prospectus.

RESTRICTIONS ON OFFER AND SALE OF THE SHARES

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

No action has been taken to permit a public offering of the Offer Shares in any jurisdiction other than in Hong Kong, or the distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, this Prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and the offering of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.

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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING

APPLICATION FOR LISTING ON THE STOCK EXCHANGE

We have applied to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to (i) the Global Offering, (ii) the exercise of the Offer Size Adjustment Option and the Over-allotment Option and (iii) the Share Plans on the basis that, among other things, we satisfy the requirements under Rule 18C.03 of the Listing Rules as a Commercial Company (as defined in the Listing Rules) with reference to our expected market capitalization at the time of Listing, which, based on the Offer Price, exceeds HK$6 billion.

No part of our Company's Shares or loan capital is listed on or dealt in on any other stock exchange and no such listing or permission to list is being or proposed to be sought in the near future. All the Shares will be registered on the branch register of our Company in Hong Kong in order to enable them to be traded on the Stock Exchange.

COMMENCEMENT OF DEALINGS IN THE SHARES

Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, August 8, 2024. The Shares will be traded in board lots of 100 Shares each. The stock code of the Shares will be 2533.

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

ADMISSION OF THE SHARES INTO CCASS

Subject to the granting of the listing of, and permission to deal in, the Shares on the Stock Exchange and our compliance with the stock admission requirements of HKSCC, our Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date HKSCC chooses. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) is required to take place in CCASS on the second Business Day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. Investors should seek the advice of their stockbrokers or other professional advisors for details of the settlement arrangements as such arrangements may affect their rights and interests. All necessary arrangements have been made enabling the Shares to be admitted into CCASS.

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INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING REGISTER OF MEMBERS AND STAMP DUTY Our Company's principal register of members will be maintained by our principal registrar, Tricor Services (Cayman Islands) Limited, in the Cayman Islands and our Company's Hong Kong register of members will be maintained by our Hong Kong Share Registrar, Tricor Investor Services Limited, in Hong Kong.

All Shares issued pursuant to applications made in the Hong Kong Public Offering and the International Offering will be registered on the Hong Kong branch register of members of our Company in Hong Kong. Dealings in the Shares will be subject to Hong Kong stamp duty.

DIVIDENDS PAYABLE TO HOLDERS OF SHARES Unless determined otherwise by our Company, dividends payable in Hong Kong dollars in respect of the Shares will be paid to the Shareholders listed on the Hong Kong share register of our Company, by ordinary post, at the Shareholders' risk, to the registered address of each Shareholder.

PROFESSIONAL TAX ADVICE RECOMMENDED Potential investors in the Global Offering are recommended to consult their professional advisors if they are in any doubt as to the taxation implications of subscribing for, purchasing, holding or disposal of, and dealing in, our Shares (or exercising rights attached to them). None of us, the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their respective directors or any other person or party involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchase, holding or disposal of, dealing in, or the exercise of any rights in relation to, our Shares.

OVER-ALLOTMENT AND STABILIZATION Details of the arrangement relating to the Over-allotment Option and stabilization are set out in "Underwriting" in this Prospectus.

EXCHANGE RATE CONVERSION Solely for your convenience, this Prospectus contains translations among certain amounts denominated in Renminbi, Hong Kong dollars and U.S. dollars. No representation is made that the amounts denominated in one currency could actually be converted into the amounts denominated in another currency at the rates indicated or at all.

– 117 –

INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING Unless indicated otherwise, (a) the conversion between Hong Kong dollars and Renminbi was made at the rate of RMB0.9133 to HK$1.00, being the exchange rate published by the PBOC for foreign exchange transactions prevailing on July 22, 2024; (b) the conversion between Hong Kong dollars and U.S. dollars was made at the rate of HK$7.8107 to US$1.00, being the exchange rate calculated based on the exchange rates of RMB to HK$ and RMB to US$ published by the PBOC for foreign exchange transactions prevailing on July 22, 2024; and (c) the translation between Renminbi and U.S. dollars was made at the rate of RMB7.1335 to US$1.00, being the exchange rate published by the PBOC for foreign exchange transactions prevailing on July 22, 2024. Any discrepancies in any table between totals and sums of amounts listed therein are due to rounding.

LANGUAGE If there is any inconsistency between this Prospectus and the Chinese translation of this Prospectus, this Prospectus shall prevail. Translated English names of Chinese laws and regulations, governmental authorities, departments, entities (including certain of our subsidiaries), institutions, natural persons, facilities, certificates, titles and the like included in this Prospectus and for which no official English translation exists are unofficial translations for identification purposes only. In the event of any inconsistency, the Chinese name prevails.

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

– 118 –

DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

For further information on our Directors, see "Directors and Senior Management" in this Prospectus.

DIRECTORS

| Name | Address | Nationality | |------|---------|-------------| | **Executive Directors** | | | | Mr. SHAN Jizhang (單記章) | 14530 Deer Park Court, Los Gatos, California 95032, United States | American | | Mr. LIU Weihong (劉衛紅) | Room 901, No. 8, Lane 466, Tian Bao Road, Shanghai, China | Chinese | | Mr. ZENG Daibing (曾代兵) | 2E, Building 3, Haiyi Dongfang Garden, Science and Technology Park, Nanshan District, Shenzhen, China | Chinese | | **Non-executive Director** | | | | Dr. YANG Lei (楊磊) | 3A03, Building 3, Park 1872 Community, Chaoyang District, Beijing, China | Chinese |

– 119 –

DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

| **Independent Non-executive Directors** | | | |------|---------|-------------| | Prof. LI Qingyuan (李青原) | Chuyuan, Hongjun Village, No. 91 Donghu Road, Shuiguo Lake, Wuchang, Wuhan, Hubei, China | Chinese | | Prof. LONG Wenmao (龍文懋) | Room 402, Tsinghua University, West Building 45, Beijing, China | Chinese | | Prof. XU Ming (徐明) | 1404, Building 1, Jindihua Mansion, No. 12 Yujiahu Road, Wuhan, China | Chinese |

– 120 –

DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING

PARTIES INVOLVED IN THE GLOBAL OFFERING

| Role | Party | |------|-------| | Joint Sponsors, Joint Overall Coordinators, Joint Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers | China International Capital Corporation Hong Kong Securities Limited, 29/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong | | | Huatai Financial Holdings (Hong Kong) Limited, 62/F, The Center, 99 Queen's Road Central, Hong Kong | | Joint Overall Coordinator, Joint Global Coordinator and Joint Bookrunner | CCB International Capital Limited, 12/F CCB Tower, 3 Connaught Road Central, Central, Hong Kong | | Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers | |

BOCI Asia Limited 26/F, Bank of China Tower 1 Garden Road, Central Hong Kong CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong

Joint Bookrunners

GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road, Wan Chai Hong Kong Futu Securities International (Hong Kong) Limited 34/F, United Centre No. 95 Queensway, Admiralty Hong Kong

– 121 –

DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING Joint Lead Manager

Tiger Brokers (HK) Global Limited 1/F, No. 308 Des Voeux Road Central Sheung Wan Hong Kong

Capital Market Intermediaries

China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong Huatai Financial Holdings (Hong Kong) Limited 62/F, The Center 99 Queen's Road Central Hong Kong CCB International Capital Limited 12/F CCB Tower 3 Connaught Road Central Central Hong Kong BOCI Asia Limited 26/F, Bank of China Tower 1 Garden Road, Central Hong Kong CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road, Wan Chai Hong Kong

– 122 –

DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING Futu Securities International (Hong Kong) Limited 34/F, United Centre No. 95 Queensway, Admiralty Hong Kong Tiger Brokers (HK) Global Limited 1/F, No. 308 Des Voeux Road Central Sheung Wan Hong Kong Legal Advisors to our Company

As to Hong Kong and U.S. laws: Clifford Chance 27/F, Jardine House One Connaught Place Central Hong Kong As to PRC law: Zhong Lun Law Firm 22-31/F, South Tower of CP Center 20 Jin He East Avenue Chaoyang District Beijing 100020 China As to Cayman Islands law: Maples and Calder (Hong Kong) LLP 26th Floor, Central Plaza 18 Harbour Road Wanchai Hong Kong As to U.S. export control law: K&L Gates LLP 1601 K Street, NW Washington, D.C. 20006 United States of America

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DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING Legal Advisors to the Joint Sponsors and the Underwriters

As to Hong Kong and U.S. laws: Wilson Sonsini Goodrich & Rosati Suite 1509, 15/F, Jardine House 1 Connaught Place Central Hong Kong As to PRC law: JunHe LLP 26/F HKRI Centre One HKRI Taikoo Hui 288 Shimen Road (No. 1) Shanghai 200041 China

Reporting Accountant and Independent Auditor

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

Industry Consultant

Frost & Sullivan Limited Unit 3006, 30/F, Two Exchange Square 8 Connaught Place, Central Hong Kong

Receiving Bank

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

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CORPORATE INFORMATION Registered Office

P. O. Box 31119 Grand Pavilion Hibiscus Way 802 West Bay Road Grand Cayman KY1-1205 Cayman Islands

Head Office and Principal Place of Business in the PRC

32nd Floor Shenzhen State Investment Center 1278 Heping Avenue Qingshan District, Wuhan

Principal Place of Business in Hong Kong

Room 1901, 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

Company's Website

www.blacksesame.com.cn (The information contained in the website does not form part of this Prospectus)

Joint Company Secretaries

Mr. SUN Xiaoxiang (孫曉祥) Lane 568, Puxing Highway Minhang District Shanghai China Ms. KWOK Siu Ying Sarah (郭兆瑩) Associate member of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom Room 1901, 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

Authorized Representatives

Mr. SHAN Jizhang (單記章) 14530 Deer Park Court Los Gatos California 95032 United States

– 125 –

CORPORATE INFORMATION Mr. SUN Xiaoxiang (孫曉祥) Lane 568, Puxing Highway Minhang District Shanghai China Audit Committee

Prof. LI Qingyuan (李青原) (Chairperson) Prof. LONG Wenmao (龍文懋) Prof. XU Ming (徐明)

Remuneration Committee

Prof. LONG Wenmao (龍文懋) (Chairperson) Prof. XU Ming (徐明) Mr. SHAN Jizhang (單記章)

Nomination Committee

Mr. SHAN Jizhang (單記章) (Chairperson) Prof. LONG Wenmao (龍文懋) Prof. LI Qingyuan (李青原)

Compliance Advisor

Maxa Capital Limited Unit 2602, 26/F Golden Centre 188 Des Voeux Road Central Sheung Wan Hong Kong

Hong Kong Share Registrar

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

Principal Share Registrar and Transfer Office

Tricor Services (Cayman Islands) Limited Third Floor, Century Yard Cricket Square, P.O. Box 902 Grand Cayman, KY1-1103 Cayman Islands

– 126 –

CORPORATE INFORMATION Principal Banks

China Merchants Bank Wuhan Qingshan Branch Level 1, Yulong Times Centre No. 1540 Heping Avenue Qingshan District Wuhan City Hubei Province China DBS Bank 12 Marina Boulevard DBS Asia Central Marina Bay Financial Centre Tower 3 Singapore 018982

– 127 –

INDUSTRY OVERVIEW

信息来源与研究方法

本招股说明书此部分及其他部分所载行业信息，摘录自不同官方政府出版物、公开市场研究可用资料及其他独立供应商来源。此外，我们委托弗若斯特沙利文编制了一份有关全球发售的独立行业报告。招股说明书中披露的弗若斯特沙利文信息，摘录自由我们以167,600美元委托编制的弗若斯特沙利文报告，并经弗若斯特沙利文同意后予以披露。弗若斯特沙利文报告由弗若斯特沙利文独立编制，未受我们或其他利益相关方的任何影响。

弗若斯特沙利文是一家独立的全球咨询公司，于1961年在纽约创立，其服务涵盖（但不限于）行业咨询、市场战略咨询及企业培训。弗若斯特沙利文开展了：（i）一手研究，包括与若干主要行业参与者就行业现状进行讨论，并尽力对行业专家进行访谈，以收集信息、辅助深度分析；及（ii）二手研究，包括参阅公司报告、独立研究报告及基于其自有研究数据库的数据。

– 128 –

行业概览

全球及中国自动驾驶行业概览

自动驾驶的定义与分类

自动驾驶技术是指综合运用一系列先进软硬件，使车辆能够在极少或无需人工干预的情况下行驶的技术。根据人工干预程度及驾驶场景范围，自动驾驶分为L0至L5共六个等级。

| | **需要驾驶员** | | | **无人驾驶** | | | |---|---|---|---|---|---|---| | | **L0级** | **L1级** | **L2级** | **L3级** | **L4级** | **L5级** | | | 无自动化 | 驾驶辅助 | 部分自动化 | 有条件自动化 | 高度自动化 | 完全自动化 |

**驾驶员辅助功能**

| L0 | L1 | L2 | |---|---|---| | 仅提供警告及瞬时辅助 | 为驾驶员提供转向或制动/加速支持 | 同时为驾驶员提供转向及制动/加速支持 |

**自动驾驶功能**

| L3 | L4 | L5 | |---|---|---| | 在有限条件下驾驶车辆，若不满足所有必要条件则不运行 | 在有限条件下驾驶车辆 | 在所有条件下驾驶车辆 |

**功能示例**

| L0 | L1 | L2 | L3 | L4 | L5 | |---|---|---|---|---|---| | 自动紧急制动 盲点预警 车道偏离预警 | 车道居中保持 或 自适应巡航控制 | 同时具备车道居中保持 及 自适应巡航控制 | 交通拥堵自动驾驶 | 本地无人驾驶出租车 可安装或不安装踏板/方向盘 | 与L4相同，但能够在所有条件下于任何地点行驶 |

*资料来源：SAE International，弗若斯特沙利文*

实现L1至L2（含L2+¹）自动化的系统通称为高级驾驶辅助系统（ADAS），而支持L3至L5自动化的系统则称为自动驾驶系统（ADS）。目前，自动驾驶技术正向L2+功能方向演进，其中包括NOA（导航辅助驾驶）等功能，可使车辆在高速公路或城区内，从驾驶员设定导航路线的起点自动行驶至终点，提供近似L3级自动驾驶的驾驶体验。

全球及中国自动驾驶汽车市场

自动驾驶技术按L1至L5等级划分，对应自动驾驶分类标准。L1至L3提供安全功能、驾驶辅助特性及改善的用户体验，已受到消费者的广泛欢迎。L4和L5则允许车辆在无人干预的情况下运行，未来有潜力深刻变革人们的出行体验及交通运输体系。

--- ¹ 能够使车辆实现超越基本L2功能的自动驾驶技术。

– 129 –

行业概览

2023年，自动驾驶乘用车在全球范围内已得到广泛普及，全球渗透率达69.8%，中国渗透率达74.7%。其中，2023年L1、L2、L3-L5车辆的全球渗透率分别为38.8%、31.0%及0.01%，中国渗透率分别为32.6%、42.1%及0.01%。更具经济性的技术以及消费者接受度的持续提升，推动了自动驾驶乘用车的广泛应用。

根据弗若斯特沙利文预测，全球自动驾驶乘用车销量预计将于2028年达到6,880万辆，渗透率达87.9%。在中国，整车企业及消费者对自动驾驶乘用车的兴趣持续增长，预计至2028年中国销量将达到2,720万辆，渗透率达93.5%。预计至2028年，L1、L2、L3-L5车辆的全球渗透率将分别达到25.0%、54.3%及8.6%，中国渗透率将分别达到11.1%、69.9%及12.5%。

全球及中国自动驾驶乘用车销量

Unit: Millions

CAGR

2019-2023

2023-2028E

China

33.8%

6.9%

Global

28.5%

6.4%

68.8

70

65.2 China

60

60.5 56.8

Global

53.5 50.5

50 41.6 40 28.0

30 18.5

20 10

21.2

19.5

22.2

24.4

25.6

26.6

27.2

15.2 6.1

7.4

9.9

0 2019

2020

2021

2022

2023

2024E

2025E

2026E

2027E

2028E

| | China Penetration Rate | Global Penetration Rate | |---|---|---| | 2019 | 28.3% | 26.4% | | 2020 | 36.6% | 35.7% | | 2021 | 46.1% | 44.0% | | 2022 | 64.4% | 60.6% | | 2023 | 74.7% | 69.8% | | 2024E | 83.0% | 72.5% | | 2025E | 88.9% | 75.6% | | 2026E | 91.4% | 78.9% | | 2027E | 93.0% | 84.2% | | 2028E | 93.5% | 87.9% |

Notes: 1. Autonomous driving passenger vehicle refers to passenger vehicles equipped with L1 to L5 autonomous driving technology.

2. The penetration rate is calculated by dividing the number of newly sold autonomous driving passenger vehicles in a given year by the total number of newly sold passenger vehicles for the same year.

3. The projected sales volume and penetration rate are determined by multiple factors, including advancements in technology, pricing trends, consumer preferences, government regulations, and the business plans of automakers.

Source: Third-party industry reports, white papers, public news and government statistics; Interviews with industry experts actively engaged in the automotive and autonomous driving industries; Frost & Sullivan analysis

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INDUSTRY OVERVIEW

Autonomous driving technology also makes significant contribution to improving the driving safety of commercial vehicles, and is increasingly applied in commercial vehicles today. According to Frost & Sullivan, the sales volume of autonomous driving (from L1 to L5) commercial vehicles globally was 4.2 million units in 2023, with a penetration rate of 19.6%, and is expected to reach 13.8 million units by 2028 with a penetration rate of 59.4%. From the same source, the sales volume of autonomous driving (from L1 to L5) commercial vehicles in China was 1.0 million units in 2023 with a penetration rate of 24.8%, and the sales volume is expected to reach 3.5 million units by 2028 with a penetration rate of 68.9%.

Growth Drivers of Autonomous Driving

• Trend of automotive electrification. Electric vehicles are now widely regarded as the optimal choice for carrying advanced driving functions due to their precision, low latency and robust backup systems. The automotive industry's consensus on the importance of NEV development lays a strong foundation for advancing autonomous driving technology. The increasing penetration rate of NEVs foreshadows a corresponding expansion of the autonomous driving market. The sales volume of NEVs in China was 9.0 million units in 2023 with a penetration rate of 34.6%, and is expected to reach 21.0 million units in 2028 with a penetration rate of 72.1%, driven by governmental policy support, technological progress, consumer demand upgrading and the development of automotive electrification, intelligence, connectivity and sharing, with a CAGR of 18.4% from 2023 to 2028. Globally, the sales volume of NEVs was 15.1 million units in 2023 with a penetration rate of 20.9%, and is expected to reach 46.1 million units in 2028 with a penetration rate of 58.9%, with a CAGR of 25.0% from 2023 to 2028.

• Wide recognition of autonomous driving functions. Autonomous driving technology has the potential to substantially reduce human errors and accidents on the road by utilizing comprehensive sensing capabilities to provide instant response. As vehicles equipped with ADAS functions become increasingly attractive to consumers, automotive OEMs invest heavily in further development of autonomous driving functions. Driven by both supply and demand, the autonomous driving vehicle market is experiencing rapid growth. Furthermore, advanced autonomous driving technology offers the possibility of optimizing traffic conditions and improving travel efficiency, with the potential to transform the transportation industry.

• Continuous decrease in sensor costs. Benefiting from advancements in technology and the scale effect, the decreasing cost of sensors such as cameras and LiDARs makes autonomous driving features more affordable. This trend is expected to continue, which will further increase the affordability and popularity of ADAS vehicles, as well as the commercialization of ADS vehicles in the future.

• Favorable governmental policies. Autonomous driving technology has received support from major governments around the world. Specifically, as autonomous driving represents a key development focus in the future of the automotive industry, the Chinese government has introduced a series of policies and regulations aimed at fostering the growth of related industries.

ⴰ Pursuant to the Intelligent Vehicle Innovation and Development Strategy (《智能汽車創新發展戰略》) published in February 2020, the PRC government plans to implement initiatives related to autonomous driving vehicles in intelligent vehicle technology innovation, industrial ecology, vehicle infrastructure, regulations, and network security.

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INDUSTRY OVERVIEW

ⴰ In March 2022, the Ministry of Transport and the Ministry of Science and Technology jointly issued the Outline for the Mid- to Long-Term Development of Technological Innovation in the Transportation Sector (2021-2035) (《交通領域科技創新中長期發展規劃綱要(2021-2035年)》), outlining initiatives to promote the development and large-scale application of autonomous driving technology.

ⴰ In July 2023, the Ministry of Industry and Information Technology and the National Standards Committee released the Guidelines for the Construction of the National Standard System for the Connected Vehicle Industry (ICVs) (2023 Edition) (《國家車聯網產業標準體系建設指南》(智能網聯汽車)(2023版)), which delineates phased efforts to expedite the establishment of a new standard system for autonomous driving vehicles.

ⴰ

Downstream: Vehicle OEMs and Tier 1 suppliers apply autonomous driving SoC-based solutions in vehicles and road infrastructure to achieve autonomous driving functions.

Global and China Autonomous Driving SoC Market Size

The automotive industry is undergoing significant transformation driven by the rapid advancements in autonomous driving technologies. SoC has emerged as a critical component in enabling these technologies. Autonomous driving SoC market has experienced rapid growth in recent years.

Global and China Autonomous Driving SoC Market Size (2019-2028)

Unit: Billion RMB

CAGR

2019-2023

2023-2028E

China

53.8%

34.3%

Global

40.0%

29.9%

120

China

110.8

Global

100

92.5

80

76.8

60

63.3

57.9

40

38.1

26.7

20

18.1 12.6

8.6 6.6 0

3.0

4.0

6.2

2019

2020

2021

9.4

14.2

20.9

2022

2023

2024E

2025E

2026E

2027E

2028E

Note: 1.

The projected size of the autonomous driving SoC market is determined by various factors, such as the popularity of different types of autonomous driving SoCs, advancements in SoC technology, changes in SoC pricing and the business plans of automakers.

Source: Third-party industry reports, white papers, public news and government statistics; Interviews with industry experts actively engaged in the automotive and autonomous driving industries; Frost & Sullivan analysis

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INDUSTRY OVERVIEW

Key Drivers of the Autonomous Driving SoC Market

Several key factors are expected to drive the growth of the autonomous driving SoC market:

•

Increasing autonomous driving penetration rate. With policy support and technology maturity, autonomous driving has witnessed rapid adoption in recent years. As autonomous driving technology advances to higher levels, the computing power required for autonomous driving SoC increases significantly. Therefore, with increasing autonomous driving penetration rates, the demand for autonomous driving SoC will continue to grow.

•

Increasing trend of in-house chip design by OEMs. Leading vehicle OEMs, such as Tesla, are increasingly choosing to design chips in-house for customization, and China OEMs are following this trend. These OEMs are developing customized autonomous driving SoC based on their own algorithms to meet their specific needs. The trend of in-house chip design by vehicle OEMs is expected to continue to drive the growth of the autonomous driving SoC market.

•

Continuous technology upgrades. The advancement of autonomous driving technology requires continuous updates in SoC capabilities, including higher computing power, improved energy efficiency, and enhanced safety features. These technology upgrades drive ongoing demand for new and improved autonomous driving SoCs.

•

Cost reduction. As autonomous driving SoC technology matures, the cost of production decreases, making these chips more affordable and accessible to a wider range of vehicle manufacturers. This cost reduction is expected to further accelerate the adoption of autonomous driving SoCs across different vehicle segments.

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INDUSTRY OVERVIEW

Global and China Autonomous Driving SoC Market for ADAS Application SoC plays an essential role in the performance of the ADAS vehicles. Driven by the increasing ADAS vehicle sales market, ADAS SoC market achieved rapid expansion in recent years. According to Frost & Sullivan, in 2023, the ADAS SoC market reached RMB27.5 billion globally and RMB14.1 billion in China. Driven by the further popularity of ADAS functions, the global ADAS SoC market is expected to reach RMB92.5 billion in 2028, with a CAGR of 27.5% from 2023 to 2028. China's ADAS vehicle sales market is at the stage of rapid growth, according to Frost & Sullivan, with the market size of ADAS SoC expected to reach RMB49.6 billion by 2028, with a CAGR of 28.6% from 2023 to 2028.

Global and China Autonomous Driving SoC Market Size for ADAS Application

| CAGR | 2019–2023 | 2023–2028E | |---|---|---| | China | 55.5% | 28.6% | | Global | 38.6% | 27.5% |

Unit: Billion RMB

| Year | China | Global | |---|---|---| | 2019 | 2.4 | 7.4 | | 2020 | 3.4 | 10.1 | | 2021 | 5.7 | 13.9 | | 2022 | 8.7 | 19.4 | | 2023 | 14.1 | 27.5 | | 2024E | 21.7 | 39.0 | | 2025E | 30.6 | 39.7 | | 2026E | 39.7 | 44.7 | | 2027E | 44.7 | 54.5 | | 2028E | 49.6 | 92.5 |

Note: 1. The projected size of the autonomous driving SoC market for ADAS applications is based on various factors, such as the penetration rate of autonomous driving SoC, the sales of ADAS vehicles, the pricing trends of autonomous driving SoCs and the strategies of automakers.

Source: Third-party industry reports, white papers, public news and government statistics; Interviews with industry experts actively engaged in the automotive and autonomous driving industries; Frost & Sullivan analysis

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INDUSTRY OVERVIEW

Global and China Autonomous Driving SoC Market for ADS Application¹

ADS vehicles are currently at the testing stage with pilot projects being conducted around the world. With more advanced autonomous driving capabilities and complex functionality, SoCs for ADS application typically provide greater value than SoCs in ADAS application. According to Frost & Sullivan, the global ADS SoC market is expected to reach RMB8.1 billion by 2026, and RMB45.4 billion by 2030, as a result of technological advancements and positive commercialization progress. China is expected to be the largest market in terms of the sales volume of ADS vehicles. The ADS SoC market in China is expected to reach RMB3.9 billion and RMB25.7 billion by 2026 and 2030, respectively.

Growth Driver of Autonomous Driving SoC

- **Increasing sales volume of autonomous driving vehicles.** The expansion of the ADAS SoC market is largely in line with the growth of the ADAS vehicle sales market. With the advancement of automotive intelligence, autonomous driving functions are expected to be the standard configuration of vehicles. The global ADAS vehicle sales market is currently in a rapid growth phase, and the continuous increase in sales will further drive the market growth of ADAS SoC and the corresponding solutions market. Additionally, the commercialization of ADS vehicles in the future will generate new market growth opportunities.

- **Increasing SoC value in single vehicle.** Autonomous driving functions can be extended through remote software upgrades. The computing power of an autonomous driving SoC determines the maximum extent of a vehicle's functional expansion throughout its life cycle. Therefore, automotive OEMs typically deploy SoCs with higher computing power to support future autonomous driving upgrades. SoCs with greater computing power generally command higher prices in the market, resulting in an expected increase in the average value of SoCs per vehicle in terms of the percentage in total cost of an intelligent vehicle over the next few years.

- **Support from favorable policies.** Autonomous driving SoC is an advanced automotive-grade chip that plays a significant role in enabling autonomous driving. Major countries around the world pay close attention to the development of SoCs. In particular, the PRC government released the New Energy Vehicle Industry Development Plan (2021–2035) (《新能源汽車產業發展規劃(2021–2035)》) to advance key technologies such as automotive-grade chips and intelligent computing platforms.

--- ¹ The projected autonomous driving SoC market size for ADS application is based on a comprehensive analysis of several factors, including the timing of mass-commercialization of ADS vehicle, the sales volume of ADS vehicles, trends in autonomous driving SoC pricing and the strategies and plans of automakers.

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INDUSTRY OVERVIEW

Development Trend of Autonomous Driving SoC

- **Improving SoC performance.** The advancement and prevalence of autonomous driving functions require vehicles to process more data during operation. High-performance chips, especially those with strong computing power, have significant advantages in data processing capacity and speed. Consequently, there is a growing demand for high-performance chips in the automotive market. In response to this demand, autonomous driving SoC providers invest heavily in the development of high-computing power SoCs. They consider the energy efficiency ratio, cost, adaptability and flexibility of SoCs to comprehensively enhance the SoC performance.

– 137 –

行业概览

商用车自动驾驶SoC

商用车在SoC应用方面具有显著的市场潜力，2023年全球销量超过2,000万辆。鉴于公路货运需求持续增长，预计全球商用车销量将于2030年达到2,400万辆。然而，由于车身较大、盲区较多、制动性能较差、自重较大以及驾驶员疲劳等因素，涉及商用车的交通事故往往比乘用车造成更大的人员伤亡和财产损失。为应对上述问题，多项行业标准规定商用车须安装智能安全配置。随着商用车领域对自动驾驶能力需求的不断增长，自动驾驶功能的要求正从紧急预警延伸至高级辅助驾驶功能。SoC是实现上述高级自动驾驶功能的核心，随着商用车领域对此类能力需求的持续提升，SoC在商用车领域的市场前景有望进一步拓展。根据Frost & Sullivan的数据，全球商用车SoC市场规模预计将于2026年达到人民币74亿元，并于2030年达到人民币184亿元。

智能道路自动驾驶SoC解决方案

智能道路SoC解决方案是指安装于道路设施上的一套软硬件系统，包括SoC、传感器、应用算法及其他技术，用于实现车辆与道路设施之间的信息交互与共享，从而提升车辆的自动驾驶能力。目前，智能道路项目正处于试点阶段。上述项目的推广以及解决方案的潜在商业化将为自动驾驶SoC应用提供额外的市场增长机遇。随着5G网络的推进、物联网（IoT）的发展以及自动驾驶车辆的广泛普及，智能道路SoC解决方案预计将在未来数年内实现快速发展。根据Frost & Sullivan的数据，全球智能道路SoC解决方案市场规模预计将于2026年达到约人民币152亿元，并于2030年进一步增至人民币398亿元。

自动驾驶SoC行业的进入壁垒

•

技术壁垒。开发自动驾驶SoC是一项极具挑战性的跨学科工程项目。具备强大研发能力的企业在该领域更具竞争优势。所需的主要技术能力包括半导体与汽车工程领域的专业知识、经验丰富的研发团队以及自研IP核。

•

开发周期与投资壁垒。开发自动驾驶SoC需要专业技能、持续改进以及大量资金投入。因此，自动驾驶SoC的成功开发需要在较长时期内投入大量资本。

– 138 –

行业概览

•

客户壁垒。自动驾驶SoC须具备高度可靠性与稳定性，而这只能通过与整车企业的技术协同以及一系列长期产品验证来实现。因此，对于自动驾驶SoC供应商而言，与整车企业建立紧密合作关系至关重要。

Revenue referred to the autonomous driving chips and solutions providers' revenue generated from their SoC products and IP core licensing businesses. Revenues in this table are derived from global operations of each company, excluding revenues from non-automotive businesses of NVIDIA and other general chip providers.

2

The data is based on 2023 annual data.

3

Company E refers to Mobileye.

4

Company A refers to Horizon Robotics (地平线).

5

Company F refers to HI-SILICON (海思).

6

Company B refers to NVIDIA.

7

Company C refers to Qualcomm.

8

Company G refers to Texas Instruments.

Ranking of autonomous driving chips and solutions providers by revenue from the global market, 2023

Ranking

Provider

1 2 3 4 5 6 7 8

Company E 3 Company B 4 Company A 5 Company F 6 Company D 7 The Group Company C 8 Company G 9

Market share globally, 2023 41.8% 21.9% 3.6% 0.7% 0.6% 0.3% 0.3% 0.2%

Source: Third-party industry reports, white papers, public news and government statistics; Interviews with industry experts actively engaged in the automotive and autonomous driving industries; Frost & Sullivan analysis Notes: 3

Company E refers to Mobileye.

4

Company B refers to NVIDIA.

5

Company A refers to Horizon Robotics (地平线).

6

Company F refers to HI-SILICON (海思).

7

Company D refers to Renesas (瑞萨).

8

Company C refers to Qualcomm.

9

Company G refers to Texas Instruments.

– 141 –

– 141 –

INDUSTRY OVERVIEW

Currently, autonomous driving technology is evolving from L2 to L3, with 50+ TOPS generally considered to be the computing power required to potentially achieve L3 autonomous driving functionality. Therefore, 50 TOPS SoCs are widely considered to be the threshold that differentiates high-computing power autonomous driving chips from more common ones. In 2023, the market size of high-computing power autonomous driving SoCs in China reached RMB6.0 billion, accounting for 42.2% of the total market size of autonomous driving SoCs in China.

Ranking of high-computing power¹ autonomous driving SoC shipment in units in China, 2023²

| Ranking | Provider | Market share in China, 2023 | |---------|----------|-----------------------------| | 1 | Company A | 72.5% | | 2 | Company B | 14.0% | | 3 | The Group | 7.2% | | 4 | Company C | 5.6% | | 5 | Company D³ | 0.4% |

Source: Third-party industry reports, white papers, public news and government statistics; Interviews with industry experts actively engaged in the automotive and autonomous driving industries; Frost & Sullivan analysis

In 2023, the shipment of high-computing power SoCs reached 1.5 million units in China and 1.6 million units globally, and the Company captured a share of around 7.2% in China and 6.6% globally.

Notes:

¹ SoC with 50+ TOPS

² The market share for 2023 is calculated based on the shipments of high-computing power SoCs in units, taking into account a series of factors such as product type, number of existing and potential customers, and sales volume of installed vehicles. According to Frost & Sullivan, it is a common practice in the autonomous driving industry and the automotive industry to use product shipment volume in units as an indicator to evaluate, compare and rank the market positions of SoC providers. The number of shipment volume usually reflects the acceptance and popularity of SoC provider's products and further implies the product performance and quality of a certain provider, according to the same source.

³ Company D was founded in 1985 and listed on the Nasdaq in 1991. Its portfolio includes products for processors, platforms, and connectivity.

The SoCs offered by the aforementioned players are primarily used in L2 (including L2+) and below vehicles. This is because L2 (including L2+) and below vehicles have been in commercial use for many years and represent the dominant segment in the autonomous driving industry. On the other hand, L3 and above vehicles are still in the early stages of commercialization and are mainly seen in pilot programs. In 2023, the SoC market size for ADAS application (L1 and L2 autonomous driving) reached RMB14.1 billion in China, while the SoC market size for ADS application (L3 and above) was only RMB0.01 billion in China.

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INDUSTRY OVERVIEW

However, as autonomous driving technology is advancing to higher levels with a significant market opportunity, major market players are actively engaged in developing their SoCs for application in L3 and above autonomous driving scenarios.

Comparison of SoCs

The table below sets forth a comparison of mainstream autonomous driving SoCs already in mass-production designed by the Company and major Chinese and international competitors.

| Chip¹ | A1000 | A1000 L | A1000 Pro | Journey 2 | Journey 3 | Journey 5 | |---|---|---|---|---|---|---| | SoC provider | the Company | the Company | the Company | Horizon Robotics | Horizon Robotics | Horizon Robotics | | Launch Time | June 2020 | June 2020 | April 2021 | August 2019 | September 2020 | May 2021 | | Process node² | 16nm | 16nm | 16nm | 28nm | 16nm | 16nm | | Computing power (INT8, TOPS)³ | | | | | | | | Power Consumption | | | | | | | | Camera channel number⁵ | | | | | | | | ASIL⁶ | | | | | | | | AEC-Q100⁷ | | | | | | | | Number of CPU cores | | | | | | |

INDUSTRY OVERVIEW

The mainstream autonomous driving SoCs selected to compare with the SoCs of the Company in the table above are products of top three high-computing power autonomous driving SoC providers that are already in mass-production phase. The parameters in the table above serve as common points of comparison for evaluating the performance, application scenario and features of different SoCs in the industry, and a comprehensive comparison of these parameters allows for the evaluation of chip performance, which helps in the selection of suitable chips, according to Frost & Sullivan.

Global and China Cross-Domain SoC Markets

Automotive Electrical/Electronic Architecture (EEA) is a system that integrates electronics hardware, network communications, software applications, and wirings to control vehicle functions. EEA is evolving from a distributed architecture to a domain-centralized one supported by SoCs. Under the domain-centralized architecture, the vehicle function is categorized into five specific domains, which are autonomous driving domain, cockpit domain, powertrain domain, chassis domain and vehicle body domain. Currently, the adoption of SoC in place of traditional MCU further facilitates the transition of EEA into the domain-centralized architecture. In particular, the autonomous driving SoC and cockpit SoC is entering a rapid growing phase, while the SoCs for other domains are currently at the early stage of deployment in large scale. The market size of cockpit SoC in China was RMB10.0 billion in 2023, and is expected to reach RMB19.4 billion in 2028 driven by governmental policy supports, technological progress and vehicle configuration enhancements, with a CAGR of 14.1% from 2023 to 2028. Globally, the market size of cockpit SoC was RMB24.5 billion in 2023, and is expected to reach RMB50.1 billion in 2028, with a CAGR of 15.4% from 2023 to 2028.

In the context of pursuing more advanced EEA in the automotive industry, the integration of different functional domains through cross-domain collaboration has emerged as a new target in the development of intelligent vehicles. The integration of autonomous driving and intelligent cockpit domains is a typical attempt in the automotive industry towards cross-domain collaboration. With the advancement of SoC technology, EEA will continue to evolve into a centrally computed system to achieve integration of more functional domains into one. This solution effectively lowers costs, enhances computational power utilization and improves communication efficiency. It is expected that cross-domain SoC market will become a new growth point in future, and in turn calls for more robust and powerful performance from SoCs in the next generation to support more complex data processing and communication interaction among different domains.

COMPETITIVE LANDSCAPE OF INTELLIGENT IMAGING SOLUTION MARKET IN CHINA

Intelligent imaging solution refers to the utilization of smart algorithms to perceive, recognize, enhance, and process images or videos for automated analysis, enabling various applications such as facial recognition, object detection and tracking, image classification, and visual inspection. These solutions are applied in a variety of industries, including traditional automotive, autonomous driving, consumer electronics, industrial automation and medical imaging. The market size of intelligent imaging solution reached RMB12.8 billion in China in 2022, with the top five market players accounting for 44.8% of the market size.

– 144 –

REGULATORY OVERVIEW OVERVIEW Our business in the People's Republic of China (the "PRC") is subject to extensive supervision and regulatory control by the PRC government. This section sets out a summary of relevant laws and regulations that may have material impact on our business.

REGULATIONS ON AUTONOMOUS DRIVING

On December 20, 2020, the Ministry of Transport of the People's Republic of China promulgated the Guiding Opinions on Promoting the Development and Application of Road Transport Autonomous Driving Technologies (《交通運輸部關於促進道路交通自動駕駛技術發展和應用的指導意見》), which clarified the development goal. Specifically, by 2025, the research on the basic theory of autonomous driving has made positive progress, and key technologies such as road infrastructure intelligence, vehicle-road collaboration and product research and development and test verification have made important breakthroughs; a number of basic and key standards for autonomous driving have been issued; a number of national autonomous driving test bases and pilot application demonstration projects have been built to realize large-scale application in some scenarios and promote the industrialization of autonomous driving technology.

On July 30, 2021, the Ministry of Industry and Information Technology of the People's Republic of China (the "MIIT") promulgated the Opinions on Strengthening the Administration of the Access of Intelligent Connected Vehicle Manufacturers and Products (《工業和信息化部關於加強智能網聯汽車生產企業及產品准入管理的意見》). The foregoing opinions provide that enterprises should strengthen data security management ability and network security guarantee ability, as well as strengthen management ability and ensure product production consistency. Moreover, enterprises should strengthen product management: (a) Enterprises should strictly perform the obligation of informing. Where the enterprise produces automobile products with driving assistance and autonomous driving functions, it shall clearly inform the vehicle functions and performance limits, driver responsibilities, human-computer interaction equipment indication information, function activation and exit methods and conditions, etc.; (b) Enterprises should strengthen the safety management of combined driving assistance products; (c) Enterprises should strengthen the safety management of autonomous driving function products; (d) Enterprises ensure reliable space-time information services.

On August 1, 2022, the Regulations on the Administration of Intelligent Connected Vehicles in Shenzhen Special Economic Zone (《深圳經濟特區智能網聯汽車管理條例》) came into effect. Pursuant to the foregoing regulations, intelligent connected vehicles can be sold after being listed in the national automobile product catalog or the Shenzhen intelligent connected vehicle product catalog, and getting access by the industry and information technology authorities; intelligent connected vehicles can be driven on the road after registration with the traffic management department of the public security authority; with the permission of the transportation department, intelligent connected vehicles can engage in road transport business.

– 145 –

REGULATORY OVERVIEW

The Regulations on Promoting the Innovative Application of Driverless Intelligent Connected Vehicle in Pudong New Area (《上海市浦東新區促進無駕駛人智能網聯汽車創新應用規定》) (the "Pudong Regulations") came into force on February 1, 2023. The next month, the Implementation Rules for the Regulations on Promoting the Innovative Application of Driverless Intelligent Connected Vehicle in Pudong New Area (《上海市浦東新區促進無駕駛人智能網聯汽車創新應用規定實施細則》) (the "Pudong Implementation Rules") was released. Pudong Regulations and Pudong Implementation Rules apply to the innovative application activities such as road testing, demonstration application, demonstration operation, and commercial operation of driverless intelligent connected vehicles. To further implement Pudong regulations, the Technical Solutions on Intelligent Connected Vehicle without (Safe) Driver Test (《上海市無駕駛(安全)員智能網聯汽車測試技術方案》), which was released on February 7, 2023, clarify the overall requirements, failed identification and safety response requirements, minimum risk strategy requirements, human-computer interaction requirements and test methods that intelligent connected vehicles applying to carry out automatic driving function tests without (safe) drivers should meet after passing the automatic driving test with (safe) driver.

REGULATORY POLICIES AND MEASURES PROMULGATED BY THE PRC GOVERNMENT PROMOTING AUTONOMOUS DRIVING VEHICLES ON THE ROAD

The PRC government has been continuously introducing relevant policies and measures to promote the rapid development of the autonomous driving industry in various areas such as intelligent transportation, V2X and basic maps for intelligent vehicles.

On February 10, 2020, the Intelligent Vehicle Innovation and Development Strategy (《智能汽車創新發展戰略》) was promulgated by the National Development and Reform Commission of the PRC, the Office of the Central Leading Group for Cyberspace Affairs of the Central Committee of the CPC, the Ministry of Science and Technology of the PRC and other eight departments. According to Intelligent Vehicle Innovation and Development Strategy, the PRC government plans to implement initiatives related to autonomous driving vehicles in intelligent vehicle technology innovation, industrial ecology, vehicle infrastructure, regulations, and network security.

In March 2022, the Ministry of Transport and the Ministry of Science and Technology jointly issued the Outline for the Mid- to Long-Term Development of Technological Innovation in the Transportation Sector (2021-2035) (《交通領域科技創新中長期發展規劃綱要(2021-2035年)》), outlining initiatives to promote the development and large-scale application of autonomous driving technology.

In July 2023, the MIIT and the SAC jointly issued the amended Guidelines for the Construction of the National Standard System for the Connected Vehicle Industry and On-road Testing (ICVs) (2023 Edition) (《國家車聯網產業標準體系建設指南(智能網聯汽車)(2023版)》). It serves as a guidance document to promote the development of the autonomous driving industry system, in conjunction with other related documents.

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In November 2023, the MIIT, the Ministry of Public Security of the PRC, and the Ministry of Housing and Urban-Rural Development of the PRC jointly issued the Notice regarding the Pilot Implementation of Intelligent Connected Vehicle Access (《關於開展智能網聯汽車准入和上路通行試點工作的通知》). The government decided to select Intelligent Connected Vehicle ("ICV") products that meet the conditions for mass production and were equipped with autonomous driving functions to carry out pilot work for access and road driving of ICVs.

In addition to the policies and measures formulated by the central authorities of the PRC, several cities and regions have successively issued their own roadmaps for autonomous driving testing and commercialization in China. For example, cities such as Beijing, Shanghai, and Shenzhen have issued local guiding opinions and relevant policies to promote the autonomous driving vehicle industry.

LAWS AND REGULATIONS ON THE INTEGRATED CIRCUIT INDUSTRY

From 2010 to 2021, the State Council has issued a series of regulations aimed at promoting the development of the integrated circuit industry, which includes the Decision of the State Council on Accelerating the Fostering and Development of Strategic Emerging Industries (《國務院關於加快培育和發展戰略性新興產業的決定》), the Notice of the State Council on Promulgation of Several Policies for Further Encouraging the Development of Software and Integrated Circuit Industries (《國務院關於印發進一步鼓勵軟件產業和集成電路產業發展若干政策的通知》), the Outline for Advancing the National Integrated Circuit Industry (《國家集成電路產業發展推進綱要》), Made in China (2025) (《中國製造(2025)》), the Notice of the State Council on Promulgation of Several Policies for Promoting the High-quality Development of Integrated Circuit and Software Industries in the New Era (《新時期促進集成電路產業和軟件產業高質量發展的若干政策》).

On January 25, 2017, the National Development and Reform Commission promulgated the Strategic Emerging Industries Key Products and Services Guidance Catalog (《戰略性新興產業重點產品和服務指導目錄》), which includes integrated circuit chip design and services as a key product and service in the strategic emerging industries.

On March 28, 2018, the Ministry of Finance, the State Administration of Taxation, the National Development and Reform Commission and the MIIT jointly promulgated the Notice on Issues Concerning Corporate Income Tax Policies for Integrated Circuit Manufacturers (《關於集成電路生產企業有關企業所得稅政策問題的通知》), which grants income tax exemptions or reductions to some integrated circuit manufacturing companies. The next year, the Ministry of Finance and the State Administration of Taxation jointly promulgated the Announcement on Income Tax Policies for Integrated Circuit Design and Software Enterprises (《關於集成電路設計和軟件產業企業所得稅政策的公告》). Pursuant to the foregoing provisions, integrated circuit design enterprises and software enterprises satisfying the criteria shall enjoy an incentive period with effect from their profit-making year(s) prior to December 31, 2018, and be exempted from enterprise income tax for the first year to the second year, and pay enterprise income tax based on 50% off the statutory 25% tax rate from the third year to the fifth year, until the incentive period expires.

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On July 27, 2020, the Notice by the Ministry of Finance, the National Development and Reform Commission, the Ministry of Industry and Information Technology and Other Departments of the Measures for the Administration of Import Tax Policies for Supporting the Development of the Integrated Circuit Industry and the Software Industry (《财政部、国家发展改革委、工业和信息化部等关于支持集成电路产业和软件产业发展进口税收政策管理办法的通知》) became effective. On the same day, the Notice by the Ministry of Finance, the General Administration of Customs and the State Taxation Administration of Import Tax Policies for Supporting the Development of the Integrated Circuit Industry and the Software Industry (《财政部、海关总署、税务总局关于支持集成电路产业和软件产业发展进口税收政策的通知》) took effect. The above notices relating to importing tax for the integrated circuit industry have made some installment tax payment policies and import tariff exemption policies.

On March 12, 2021, the National People's Congress of the PRC approved the Outline of the 14th Five-Year Plan (2021-2025) for National Economic and Social Development and Long-Range Objectives for 2035 (《中华人民共和国国民经济和社会发展第十四个五年规划和2035年远景目标纲要》), which clarifies that the PRC should foster advanced manufacturing clusters and promote the innovation and development of industries such as integrated circuits, aerospace equipment, high-tech ships and ocean engineering equipment, robots, advanced railway equipment, advanced power equipment, engineering machinery, high-end CNC machine tools, medicine and medical equipment.

On May 21, 2022, the State Taxation Administration issued the Guidelines on Tax Preference Policies for Software and Integrated Circuit Enterprises (《软件企业和集成电路企业税费优惠政策指引》). For the purpose of facilitating timely knowledge of applicable tax policies, the foregoing guidelines has clearly demonstrated preference contents, conditions, and policy basis for integrated circuit enterprises.

Pursuant to the Notice of the Ministry of Finance and the State Taxation Administration on the Weighted Deduction Policy for Value-added Tax on Integrated Circuit Enterprises (《财政部、税务总局关于集成电路企业增值税加计抵减政策的通知》), which was promulgated on April 20, 2023, from January 1, 2023 to December 31, 2027, enterprises engaged in the design, production, closed beta test, equipment and materials of integrated circuits are allowed to deduct extra 15% of the deductible input tax in the current period from the value-added tax payable.

LAWS AND REGULATIONS ON FOREIGN INVESTMENT

Pursuant to Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors (《关于外国投资者并购境内企业的规定》) (the "Merger and Acquisition Provisions", which was promulgated on June 22, 2009), merger and acquisition of domestic enterprises by foreign investors referred to in the Merger and Acquisition Provisions shall mean acquisition of equity of shareholders of non-foreign investment enterprises in China or subscription to additional capital of domestic companies by foreign investors to convert such domestic companies into foreign investment enterprises; or incorporation of foreign investment

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enterprises by foreign investors to acquire and operate assets of domestic enterprises by such foreign investment enterprises by agreement, or acquisition of assets of domestic enterprises by foreign investors by agreement and investment of such assets to establish foreign investment enterprises for operation of such assets. In the case of merger or acquisition of a domestic enterprise by a foreign investment enterprise incorporated by a foreign investor in China, the relevant provisions on merger and division of foreign investment enterprises and the relevant provisions on domestic investments of foreign investment enterprises shall apply; where there is no provision therein, the Merger and Acquisition Provisions shall apply by reference.

On October 28, 2015, the Ministry of Commerce promulgated Interim Provisions on Investment Inside China by Foreign Investment Enterprises (《关于外商投资企业境内投资的暂行规定》). According to the foregoing provisions, where a foreign investment enterprise purchases share ownership from investors of the target company, and the business scope of the target company falls within the field of Encouraged or Permitted Categories of Investment, the target company shall submit to the original company registration organ all the materials prescribed by Article 6, and shall, in accordance with relevant provisions of the "Rules on Company Registration", apply to the original company registration organ for alteration of registration.

Pursuant to the Foreign Investment Law of the PRC (《中华人民共和国外商投资法》), the Regulation for Implementing the Foreign Investment Law of the People's Republic of China (《中华人民共和国外商投资法实施条例》) and Measures on Reporting of Foreign Investment Information (《外商投资信息报告办法》), which became effective on January 1, 2020, the State establishes a foreign investment information report system. Foreign investors or foreign-funded enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system. The contents and scope of foreign investment information report shall be determined under the principle of necessity; it is not allowed to require the submission again of any investment information that can be obtained by interdepartmental information sharing. For foreign investment enterprises investing in China and establishing an enterprise (including multi-level investment), upon completion of registration filing and submission of annual report information to the market regulatory authorities, the relevant information shall be forwarded by the market regulatory authorities to the commerce administrative authorities, and these enterprises are not required to submit separately.

LAWS AND REGULATIONS ON FOREIGN EXCHANGE

On July 4, 2014, the Circular of the State Administration of Foreign Exchange on Foreign Exchange Administration of Overseas Investments and Financing and Round-Trip Investments by Domestic Residents via Special Purpose Vehicles (《国家外汇管理局关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知》) came into effect. Pursuant to such circular, domestic residents shall apply to the State Administration of Foreign Exchange to register foreign exchange for overseas investments before contributing money to Special Purpose Vehicles using legitimate domestic and overseas assets or rights and interests. In the

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如任何個人國內居民的股東、名稱及經營期限等基本信息發生變更，或資本增減、股權轉讓、互換、合併或分拆等關鍵信息發生變更，已登記的境外特殊目的公司須及時向外匯管理局辦理境外投資外匯登記變更手續。

根據國家外匯管理局於2015年2月13日頒布、2015年6月1日起施行的《國家外匯管理局關於進一步簡化和改進直接投資外匯管理政策的通知》（"外匯通知"），境內直接投資外匯登記審批及境外直接投資外匯登記審批兩項行政審批事項已予取消。根據上述新規定，銀行將直接審核辦理境內外直接投資外匯登記，而國家外匯管理局及其分支機構將通過銀行對直接投資外匯登記實施間接監管。

根據國家外匯管理局於2019年10月23日頒布並施行的《國家外匯管理局關於進一步促進跨境貿易投資便利化的通知》，非投資性外商投資企業以原幣划轉方式在境內進行股權投資的，被投資方須按規定辦理接受境內再投資登記並開立外匯資本金賬戶，以接收划入資金，無需辦理出資確認登記；非投資性外商投資企業以外匯資本金結匯所得人民幣資金在境內進行股權投資的，被投資方須按規定辦理接受境內再投資登記並開立資本項目外匯結匯待支付賬戶，以接收相關資金。

信息安全及數據隱私相關法律法規

2020年5月28日，中華人民共和國全國人民代表大會通過了《中華人民共和國民法典》（"民法典"），並已於2021年1月1日起施行。根據民法典，自然人的個人信息受法律保護。任何組織或個人需要獲取他人個人信息的，應當依法獲取並確保信息安全，不得非法收集、使用、加工、傳輸他人個人信息，不得非法買賣、提供或公開他人個人信息。

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On May 8, 2017, the Supreme People's Court and the Supreme People's Procuratorate jointly released the Interpretations of the Supreme People's Court and the Supreme People's Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Citizens' Personal Information (《最高人民法院、最高人民檢察院關於辦理侵犯公民個人信息刑事案件適用法律若干問題的解釋》) (the "Interpretations"), which came into effect on June 1, 2017. It clarifies several concepts regarding the crime of "infringement of citizens' personal information" stipulated by Article 253A of the Criminal Law of the PRC (《中華人民共和國刑法》), including the "provision of citizens' personal information" and "illegally obtaining any citizen's personal information by other methods". In addition, the Interpretations specify the standards for determining "serious circumstances" and "particularly serious circumstances" of this crime.

On November 7, 2016, the Standing Committee of National People's Congress (the "SCNPC") promulgated the Cyber Security Law (《中華人民共和國網絡安全法》), which became effective on June 1, 2017. The Cyber Security Law requires network operators to perform certain functions related to cyber security protection and strengthen the network information management. For instance, under the Cyber Security Law, network operator of critical information infrastructure generally shall, during their operations in the PRC, store the personal information and important data collected and produced within the territory of the PRC. When collecting and using personal information, in accordance with the Cyber Security Law, network operator shall abide by the "lawful, justifiable and necessary" principles. Network operator shall collect and use personal information by announcing rules for collection and use, expressly notify the purpose, methods and scope of such collection and use, and obtain the consent of the person whose personal information is to be collected. Network operator shall not disclose, tamper with or destroy personal information that it has collected, or disclose such information to others without prior consent of the person whose personal information has been collected, unless such information has been processed to prevent specific person from being identified and such information from being restored. Each individual is entitled to require a network operator to delete his or her personal information if he or she finds that collection and use of such information by such operator violate the laws, administrative regulations or the agreement by and between such operator and such individual; and is entitled to require any network operator to make corrections if he or she finds errors in such information collected and stored by such operator. Such operator shall take measures to delete the information or correct the error.

On June 10, 2021, the SCNPC promulgated the Data Security Law of PRC (《中華人民共和國數據安全法》), which became effective on September 1, 2021. It stipulates that each organization or individual collecting data shall adopt legal and proper methods, and shall not steal or obtain data by other illegal methods, and the data processing activities shall comply with laws and regulations, respect social mores and ethics, comply with commercial ethics and professional ethics, be honest and trustworthy, perform obligations to protect data security, and undertake social responsibility; it shall not endanger national security, the public interest, or individuals' and organizations' lawful rights and interests. Besides, it is necessary to establish and improve a whole-process data security management system in accordance with the provisions of laws and regulations, organize and carry out data security education and training,

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and adopt corresponding technical measures and other necessary measures to ensure data security. The use of the Internet and other information networks to carry out data processing activities shall perform the above-mentioned data security protection obligations on the basis of the network security level protection system.

On December 28, 2021, the Cyberspace Administration of China (the "CAC") promulgated the Measures for Cybersecurity Review (《网络安全审查办法》) (became effective on February 15, 2022), which provides that (i) internet platform operators holding over one million users' personal information shall apply with the Cybersecurity Review Office for a cybersecurity review when listing abroad, and (ii) operators of "critical information infrastructure" that intend to purchase internet products and services that will or may affect national security shall apply for a cybersecurity review, and (iii) internet platform operators carrying out data processing that will affect or may affect national security shall apply for a cybersecurity review. The PRC government authorities have wide discretion in the interpretation and enforcement of these laws and regulations, including identifying any entity to meet any of the above cybersecurity review criteria.

Pursuant to the PRC National Security Law (《中华人民共和国国家安全法》) issued by SCNPC on July 1, 2015 and became effective on the same date, the state shall establish a national security review and supervision system to review, among other things, foreign investment, key technologies, internet and information technology products and services, and other important activities that are likely to impact national security of China. According to the PRC National Security Law, national security refers to a status in which the regime, sovereignty, unity, territorial integrity, welfare of the people, sustainable economic and social development, and other vital interests of the state, and the capability to maintain a sustained security status are not faced with any danger and not threatened internally or externally.

On July 30, 2021, the State Council promulgated the Regulations on the Security Protection of Critical Information Infrastructure (《关键信息基础设施安全保护条例》), or the CII Regulations, which became effective on September 1, 2021. Pursuant to the CII Regulations, critical information infrastructure refers to any important network facilities or information systems of an important industry or field such as public communication and information service, energy, transport, water conservation, finance, public services, e-government affairs, science and technology industry for national defense and other industries and sectors that may seriously endanger national security, people's livelihood and public interest in case of damage, function loss or data leakage. In addition, relevant administration departments of each critical industry and sector are responsible for formulating eligibility criteria and determining the critical information infrastructure in the respective industry or sector. The operators will be informed about the final determination as to whether they are categorized as critical information infrastructure operators, or CIIOs. Furthermore, the exact scope of CIIOs under the current regulatory regime remains unclear, and the PRC governmental authorities may have discretion in the interpretation and enforcement of these laws and regulations.

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On November 14, 2021, the CAC promulgated the Network Data Security Management Regulations (Draft for Comments) (《网络数据安全管理条例(征求意见稿)》), which further expands the scope of the application for security review, establishes the data classification and protection system, and defines the relevant rules for cross-border data management.

In accordance with the Measures for Cybersecurity Review and the Network Data Security Management Regulations (Draft for Comments) (together referred to as the "Cybersecurity Review Measures"), we are not applicable to the declaration of cybersecurity review, on the basis that: (i) According to Article 10 of Regulations on the Security Protection of Critical Information Infrastructure, the security protection departments of critical information infrastructure will timely notify the identification results to the operators. As of the Latest Practicable Date, we had not received such notification from relevant government authorities regarding the identification as a CIIO. In addition, the network products and services that we purchase and use are general network products and services available in the marketplace without significant risks of supply chain disruption. Therefore, we should not be deemed as an operator of critical information infrastructure. (ii) We have not received any material queries or notifications from the CAC or other PRC governmental authorities, have not received any notification with regard to cybersecurity review, and have not been subject to any material administrative penalties or other sanctions by any competent regulatory authorities in relation to cybersecurity, data and personal information protection. (iii) Our business does not involve the cross-border transfer of personal information and important data. (iv) We have established a basic cybersecurity and data protection system pursuant to the PRC Data Security Law and other applicable laws and regulations. (v) During the Track Record Period and up to the Latest Practicable Date, there had not been a significant cybersecurity or data protection incident regarding theft, leakage, damage or loss of data or personal information. (vi) Based on the consultation with the China Cybersecurity Review Technology and Certification Center (the agency entrusted by the Cybersecurity Review Office to carry out the specific work of cybersecurity review, "CCRC"), Hong Kong is not included in the definition of "abroad" hereof and listing in Hong Kong is not in the scope of "listing abroad" (国外上市), which is not explicitly required to apply for a cybersecurity review. (vii) The number of personal information processed by us is very limited, not reaching the threshold of one million.

Furthermore, on July 7, 2022, the CAC promulgated the Measures on Security Assessment of Cross-border Data Transfer (《数据出境安全评估办法》), which became effective on September 1, 2022. Such data export measures requires that any data processor which processes or exports personal information exceeding certain volume threshold under such measures shall apply for security assessment by the CAC before transferring any personal information abroad, including the following circumstances: (i) important data will be provided overseas by any data processor; (ii) personal information will be provided overseas by any operator of critical information infrastructure or any data processor who processes the personal information of more than 1,000,000 individuals; (iii) personal information will be provided overseas by any data processor who has provided the personal information of more than 100,000 individuals in aggregate or has provided the sensitive personal information of more than 10,000 individuals in aggregate since January 1 of the previous year; and (iv) other circumstances where the security assessment is required as prescribed by the CAC. The

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安全评估要求同样适用于任何将重要数据传输至中国境外的情形。截至最后实际可行日期，本公司的业务不涉及个人信息及重要数据的跨境传输。因此，《数据出境安全评估办法》不适用于本公司。若未来因业务需要须将个人信息或重要数据传输至境外，我们将提前履行跨境传输的相关手续义务。

为规范汽车数据处理活动，《汽车数据安全管理若干规定（试行）》（《汽車數據安全管理若干規定(試行)》）于2021年8月16日发布，并于2021年10月1日起施行。根据上述规定，"汽车数据"包括在汽车设计、生产、销售、使用、运营及维护等过程中涉及的个人信息数据和重要数据等。开展重要数据处理活动的汽车数据处理者应进行风险评估，并向所在省、自治区、直辖市的网信部门及相关主管部门提交风险评估报告。重要数据应依法在中华人民共和国境内存储；确因业务需要向境外提供的，应通过国家网信办会同国务院有关部门组织的安全评估。在业绩记录期间，本集团产品交付客户后，我们将无法访问、存储或处理客户所产生的任何数据或信息。在座舱算法开发过程中，我们将通过合作伙伴间接采集座舱数据。此外，我们通过合作伙伴采集的车外图像数据及激光雷达数据已对人脸信息及车牌信息实现匿名化处理，我们不涉及第三条所述重要数据的处理。

截至最后实际可行日期，我们未曾因网络安全及数据保护事宜受到任何主管监管机构的重大行政处罚、强制整改或其他制裁，亦未发生任何涉及数据泄露、违反数据保护法律法规的重大网络安全及数据保护事件，或针对我们的调查或其他相关法律程序。基于上述事实，并经我们的中国法律顾问确认，本公司董事认为：（i）假设《网络数据安全管理条例（征求意见稿）》（《網絡數據安全管理條例(徵求意見稿)》）按现行形式实施，截至最后实际可行日期，我们在所有重大方面均符合《网络安全审查办法》（《網絡安全審查辦法》）、《网络数据安全管理条例（征求意见稿）》（《網絡數據安全管理條例(徵求意見稿)》）、《数据出境安全评估办法》（《數據出境安全評估辦法》）及《汽车数据安全管理若干规定（试行）》（《汽車數據安全管理若干規定(試行)》）（统称"网络安全法规"）的规定；及（ii）网络安全法规不会对我们的业务运营或拟议上市产生重大不利影响。基于上述事实及联席保荐人所开展的独立尽职调查工作，联席保荐人并无发现任何令其对董事及中国法律顾问的上述意见产生合理怀疑的情况。

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REGULATORY OVERVIEW LAWS AND REGULATIONS ON ENVIRONMENTAL PROTECTION Regulations on Environment Protection The Environmental Protection Law of the PRC (《中華人民共和國環境保護法》), (last amended on April 24, 2014 and became effective on January 1, 2015), outlines the authorities and duties of various environmental protection regulatory agencies. The Ministry of Environmental Protection is authorized to issue national standards for environmental quality and emissions, and to monitor the environmental protection scheme of the PRC. Meanwhile, local environment protection authorities may formulate local standards which are more rigorous than the national standards, in which case, the concerned enterprises must comply with both the national standards and the local standards.

Regulations on Fire Safety The Fire Prevention Law of the PRC (《中華人民共和國消防法》) (the "Fire Prevention Law") was adopted on April 29, 1998 and last amended and took effect on April 29, 2021. According to the Fire Prevention Law, for special construction projects stipulated by the housing and urban-rural development authority of the State Council, the developer shall submit the fire safety design documents to the housing and urban-rural development authority for examination, while for construction projects other than those stipulated as special development projects, the developer shall, at the time of applying for the construction permit or approval for work commencement report, provide the fire safety design drawings and technical materials which satisfy the construction needs. According to Interim Regulations on Administration of Examination and Acceptance of Fire Control Design of Construction Projects (《建設工程消防設計審查驗收管理暫行規定》), which was promulgated by the Ministry of Housing and Urban-Rural Development on April 1, 2020, last amended on August 21, 2023 and became effective on October 30, 2023, an examination system for fire prevention design and acceptance only applies to special construction projects, and for other projects, a record-filing and spot check system would be applied.

In addition, the Fire Prevention Law requires that before any public venues that allows the gathering of people are put into business operation, as required according to applicable requirements, the developer or the users shall apply to competent authorities to conduct a fire safety inspection of the premises to obtain the Fire Safety Inspection Certificates.

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REGULATORY OVERVIEW LAWS AND REGULATIONS ON TAX Enterprise Income Tax According to the Corporate Income Tax Law of the PRC (《中華人民共和國企業所得稅法》) (the "Corporate Income Tax Law") (last amended and became effective on December 29, 2018), and the Implementation Regulations for the Corporate Income Tax Law of the PRC (《中華人民共和國企業所得稅法實施條例》) (the "Implementation Regulations for the Corporate Income Tax Law") (last amended and became effective on April 23, 2019), all the domestic enterprises in China (including foreign-invested enterprises) shall be subject to enterprise income tax at the uniform tax rate of 25%, except for the high-tech enterprises provided by the state, which will be subject to enterprise income tax at the reduced rate of 15%, or the qualified small low-profit enterprises, which will enjoy the reduced enterprise income tax rate of 20%.

Value-added Tax Pursuant to the Provisional Regulations on Value-added Tax of the PRC (《中華人民共和國增值稅暫行條例》) (last amended and became effective on November 19, 2017) and the Detailed Rules for the Implementation of the Interim Regulation of the PRC on Value Added Tax (2011 Revision) (《中華人民共和國增值稅暫行條例實施細則(2011修訂)》), which was promulgated on December 25, 1993, amended on October 28, 2011 and became effective on November 1, 2011, all entities or individuals in the PRC engaging in the sale of goods, provision of processing services, repairs and replacement services and the importation of goods are required to pay value-added tax (the "VAT"). VAT payable is calculated as "output VAT" minus "input VAT". The rate of VAT is usually 17%, and in certain limited circumstances is 11% or 6%, subject to the situation involved.

In accordance with Notice of the Ministry of Finance and the State Administration of Taxation on the Adjustment to VAT Rates (《財政部、稅務總局關於調整增值稅稅率的通知》), which became effective on May 1, 2018, the deduction rates of 17% or 11% applicable to the taxpayers who have VAT taxable sales activities or imported goods are adjusted to 16% or 10%.

According to Announcement on Policies for Deepening the VAT Reform (《財政部、稅務總局、海關總署關於深化增值稅改革有關政策的公告》) (Announcement No. 39 of 2019 of the Ministry of Finance, the State Taxation Administration and the General Administration of Customs, became effective on April 1, 2019), for general VAT payers' sales activities or imports that are subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9% respectively.

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REGULATORY OVERVIEW

LAWS AND REGULATIONS ON EMPLOYMENT AND SOCIAL WELFARE

Labor Law and Labor Contracts

Pursuant to the PRC Labor Law (《中華人民共和國勞動法》) (last amended and became effective on December 29, 2018), the PRC Labor Contract Law (《中華人民共和國勞動合同法》) (last amended on December 28, 2012 and became effective on July 1, 2013) and the Implementation Regulations for the Labor Contract Law of the PRC (《中華人民共和國勞動合同法實施條例》) (promulgated and became effective on September 18, 2008), an employer unit shall establish and improve its rules and regulations in accordance with the law in order to ensure that workers enjoy labor rights and perform labor obligations. A written labor contract is required when an employment relationship is established between an employer and an employee. A labor contract shall include the following clauses: term of labor contract; working hours and rest periods and off days; labor remuneration; social security; labor protection, working conditions and occupational hazard prevention and protection; and any other matters to be included in a labor contract as stipulated by the laws and regulations.

Social Insurance

According to the Social Insurance Law of the PRC (《中華人民共和國社會保險法》) (last amended and became effective on December 29, 2018), the Provisional Regulations for the Collection and Payment of Social Insurance Premiums (《社會保險費徵繳暫行條例》) (last amended and became effective on March 24, 2019), the Unemployment Insurance Regulations (《失業保險條例》) effective in 1999 and the Regulations on Work-related Injury Insurance (《工傷保險條例》) (last amended on December 20, 2010 and became effective on January 1, 2011), the state shall establish social security systems such as basic pension insurance, basic medical insurance, work injury insurance, unemployment insurance, family planning insurance, etc., to protect the rights of citizens for obtaining material assistance from the state and the society pursuant to the law in the circumstances of old age, illness, work injury, unemployment, family planning, etc. Employers must pay a number of social security funds for their employees, including basic endowment insurance, medical insurance, work injury insurance, unemployment insurance, family planning insurance. Employers which failed to complete social security registration shall be ordered by the social security administrative authorities to make correction within a stipulated period; where correction is not made within the stipulated period, the employer shall be subject to a fine ranging from one to three times the amount of the social security premiums payable, and the person(s)-in-charge who is/are directly accountable and other directly accountable personnel shall be subject to a fine ranging from RMB500 to RMB3,000.

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REGULATORY OVERVIEW

Housing Provident Fund

Pursuant to Regulations on Management of Housing Provident Fund (《住房公積金管理條例》) (last amended and became effective on March 24, 2019), an employer shall go to the housing provident fund management center to undertake registration of payment and deposit of the housing provident fund and, upon verification by the housing provident fund management center, go to a commissioned bank to go through the formalities of opening housing provident fund accounts on behalf of its employees.

Where, in violation of the provisions of the Regulations, an employer fails to undertake payment and deposit registration of housing provident fund or fails to go through the formalities of opening housing provident fund accounts for its employees, the housing provident fund management center shall order it to go through the formalities within a prescribed time limit; where failing to do so at the expiration of the time limit, a fine of not less than RMB10,000 nor more than RMB50,000 shall be imposed.

LAWS AND REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS

Copyright

Pursuant to the Copyright Law of the PRC (《中華人民共和國著作權法》), promulgated on September 7, 1990, last amended on November 11, 2020 and became effective on June 1, 2021, works of PRC citizens, legal persons or other organizations shall, regardless of whether they have been published, including written works; oral works; musical, dramatic, opera, dance, acrobatic and artistic works; visual arts, architectural works; photographic works; film works and works created using methods similar to film-making; graphical works and modeling works such as engineering design graphs, product design graphs, maps and schematic diagrams; computer software; and other works stipulated by laws and administrative regulations, be entitled to the copyright pursuant to this law. The rights a copyright owner has included but not limited to the following rights of the person and property rights: the right of publication, right of authorship, right of modification, right of integrity, right of reproduction, distribution right, rental right, right of information network dissemination, translation right and right of compilation. Under the Copyright Law, the term of protection for copyrighted software is 50 years.

The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks (《信息網絡傳播權保護條例》), which was last amended on January 30, 2013 and became effective on March 1, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and Internet service providers.

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监管概览

商标

根据1982年8月23日颁布、2019年4月23日最新修订并于2019年11月1日生效的《中华人民共和国商标法》，以及国务院于2002年8月3日颁布、2014年4月29日修订并于2014年5月1日生效的《中华人民共和国商标法实施条例》，经商标局核准注册的商标为注册商标，包括商品商标、服务商标、集体商标、证明商标，商标注册人享有商标专用权，受法律保护。注册商标的有效期为十年，自核准注册之日起计算。未经商标注册人授权，在同一种或类似商品上使用与注册商标相同或近似的商标，构成对注册商标专用权的侵犯。

专利

根据1984年3月12日颁布、2020年10月17日最新修订并于2021年6月1日生效的《中华人民共和国专利法》（"专利法"），以及2023年12月11日修订并于2024年1月20日生效的《中华人民共和国专利法实施细则》，发明和实用新型专利权被授予后，除专利法另有规定外，任何单位或个人未经专利权人授权，不得实施其专利，即不得为生产经营目的制造、使用、许诺销售、销售、进口其专利产品，或者使用其专利方法以及使用、许诺销售、销售、进口依照该专利方法直接获得的产品。外观设计专利权被授予后，任何单位或个人未经专利权人授权，不得实施其专利，即不得为生产经营目的制造、许诺销售、销售、进口含有该专利外观设计的产品。侵权行为成立的，侵权人应依照相关规定，被责令停止侵权行为、采取纠正措施并赔偿损失。

域名

根据工业和信息化部于2017年8月24日颁布并于2017年11月1日生效的《互联网域名管理办法》，以及2019年6月18日颁布并于同日生效的《国家顶级域名争议解决办法》，域名注册事宜通过依据相关规定设立的域名服务机构办理，申请人注册成功后成为域名持有者。此外，域名争议应提交中国互联网络信息中心授权的机构进行裁决。

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REGULATORY OVERVIEW

Pursuant to the Notice from the MIIT on Regulating the Use of Domain Names in Internet Information Services (《工業和信息化部關於規範互聯網信息服務使用域名的通知》), promulgated on November 27, 2017 and became effective on January 1, 2018, Internet access service providers shall verify the identity of each Internet information service provider, and shall not provide services to any Internet information service provider who fails to provide real identity information.

Trade Secret

According to the PRC Anti-Unfair Competition Law (《中華人民共和國反不正當競爭法》), promulgated by the SCNPC in September 1993, as amended on November 4, 2017 and April 23, 2019 respectively, the term "trade secrets" refers to technical and business information that is unknown to the public, has utility, may create business interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders. Under the PRC Anti-Unfair Competition Law, business persons are prohibited from infringing others' trade secrets by: (i) obtaining the trade secrets from the legal owners or holders by any unfair methods such as theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (ii) disclosing, using or permitting others to use the trade secrets obtained illegally under item above; or (iii) disclosing, using or permitting others to use the trade secrets, in violation of any contractual agreements or any requirements of the legal owners or holders to keep such trade secrets in confidence; (iv) instigating, inducing or assisting others to violate confidentiality obligations or to violate a rights holder's requirements on keeping confidentiality of commercial secrets, so as to disclose, use or allow others to use the commercial secrets of the rights holder. If a third party knows or should have known of the above-mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the third party may be deemed to have committed a misappropriation of the others' trade secrets. The parties whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory authorities may stop any illegal activities and fine infringing parties.

LAWS AND REGULATIONS ON OVERSEAS LISTING

The China Securities Regulatory Commission (the "CSRC") promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) (the "Overseas Listing Trial Measures") and five relevant guidelines on February 17, 2023, which took effect on March 31, 2023. The Overseas Listing Trial Measures comprehensively reformed the regulatory regime for overseas offering and listing of PRC domestic companies' securities, either directly or indirectly, into a filing-based system.

According to the Overseas Listing Trial Measures, the PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following applies: (i) such securities offering or listing is explicitly prohibited by provisions in PRC laws, administrative regulations or relevant state rules; (ii) the proposed securities offering or listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with laws; (iii) the domestic

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REGULATORY OVERVIEW

U.S. EXPORT CONTROL LAWS AND REGULATIONS

On October 7, 2022, the U.S. Department of Commerce's Bureau of Industry and Security (BIS) released an Interim Final Rule (the 2022 Rule) that implemented several new export controls to restrict China's access from the U.S. and overseas sources relying on U.S. technology to certain advanced computing technology, semiconductors, and related items used in the manufacturing of semiconductors. On October 17, 2023, BIS released the most recent expansion of U.S. export restrictions on semiconductors and semiconductor manufacturing equipment (SME) in the form of two Interim Final Rules (the 2023 Rule). Below is an overview of the changes imposed by the relevant rules, as well as the impact on the Group.

The 2022 Rule significantly enhanced U.S. export controls as applied to advanced integrated circuit (IC) products, related SME and technology and supercomputers, where the destination or ultimate end use is in China. Below is an overview of the major changes coming out of the 2022 Rule.

•

新商业控制清单（CCL）对集成电路及半导体制造设备的管制：作为2022年规则的组成部分，美国工业与安全局（BIS）在《出口管理条例》（EAR）项下扩展了基于商业控制清单的管制，新增了若干出口管制分类编号（ECCNs）。新设立的ECCN 3A090用于管制特定高性能集成电路，该类集成电路与除易失性存储器以外的其他集成电路之间，所有输入输出端口的双向总传输速率达到或可编程至600 GB/s或以上。与该新设管制并行，美国工业与安全局对尚未纳入商业控制清单的各类先进集成电路制造设备实施了管制，该类设备潜在可用于生产现受ECCN 3A090管制的集成电路，涵盖各类高性能电镀工艺、化学气相沉积工艺及金属接触件制造工艺。2022年规则还将相关管制延伸至用于上述物项的开发、生产或使用的软件及技术，以及含有受管制集成电路的计算机、电子组件及其他物项。此外，2022年规则还通过新增ECCN 3A991.p和4A994.l，扩大了对低端计算集成电路及相关计算机商品的部分基于商业控制清单的管制。

•

设立新的美国人限制规定：在2022年规则中，美国工业与安全局扩展了《出口管理条例》第744.6条，告知美国人：就非受EAR管辖的特定物项向中国境内运输、传输或转让（境内转移），或便利上述运输或转让行为，或由美国人在世界任何地点对上述物项提供服务，均须申请许可证。上述限制适用于：（1）当您知悉相关物项将被用于中国半导体制造工厂开发或生产集成电路，且该工厂制造特定先进节点逻辑集成电路、与非（NAND）型存储集成电路及动态随机存取存储器（DRAM）集成电路时，所涉及的任何物项；（2）符合商业控制清单第3类产品组B、C、D或E中任何出口管制分类编号参数的特定物项（即集成电路制造设备、软件及技术），且该物项目的地为某制造工厂，而您不知晓该工厂是否制造上述先进集成电路；以及（3）其他新受管制的先进集成电路半导体制造设备，无论最终用途或最终用户为何。 – 162 –

监管概述 •

新设及扩展外国直接产品规则：美国工业与安全局亦作为2022年规则的组成部分，扩展了若干外国直接产品规则（FDPRs）。《出口管理条例》项下的外国直接产品规则将美国出口管制管辖权延伸至特定外国生产物项，即以出于国家安全原因受管制的特定美国技术或设备为"直接产品"的物项。首先，美国工业与安全局通过对实体清单上特定实体标注新脚注的方式，创设了一项新的实体清单专项外国直接产品规则，该类实体因参与开发特定超级计算机而被标注。该限制规定：若特定额外外国生产物项属于受管制美国技术或软件的直接产品，或使用属于上述直接产品的设备生产，且该物项被整合入上述28个指定实体生产、采购或订购的任何零件、组件或设备，或被用于其生产或开发，或上述指定实体作为采购方、中间收货人、最终收货人或最终用户参与涉及该外国生产物项的交易，则该物项"受EAR管辖"。美国工业与安全局还新设了"先进计算外国直接产品规则"及"超级计算机外国直接产品规则"。先进计算外国直接产品规则规定：符合新设出口管制分类编号参数的特定外国生产先进计算机物项及先进集成电路，若属于特定受管制集成电路、计算机或电信相关软件、设备及技术的直接产品，且目的地为中国（或被整合入目的地为中国的另一物项），则受EAR管辖。"超级计算机外国直接产品规则"规定：若任何产品由设备生产，而该设备本身属于特定受管制集成电路、计算机或电信相关软件、设备及技术的直接产品，且已知该产品将被用于设计、开发、生产、运营、安装、维护、检测、修理、大修或翻新位于中国的超级计算机，或被整合入或用于开发或生产将用于位于中国或目的地为中国的超级计算机的任何零件、组件或设备，则该产品受EAR管辖。

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新的最终用途和最终用户限制：2022年规则的最后一项重大变化包括引入新的最终用途和最终用户限制，类似于上述美国人限制，但适用于世界任何地方受EAR约束的所有物项。根据"SME最终用途规则"，BIS引入了新的许可证要求，规定在明知物项将用于中国境内制造先进节点集成电路（如上所述）的半导体制造设施的集成电路开发或生产时，未经许可不得出口、再出口或（在境内）转让任何受EAR约束的物项。SME最终用途规则同样对受EAR约束且在商业管制清单（CCL）第3类产品组B、C、D或E中任何ECCN下分类的物项（集成电路制造设备、软件及技术）规定了许可证要求，适用于目的地为制造设施且不清楚该设施是否制造此类先进集成电路的情形。此外，SME最终用途规则还将对任何受EAR约束的物项规定许可证要求，适用于该物项将在中国用于开发或生产某些先进集成电路及SME相关ECCN中规定的零部件、组件或设备的情形。最后，BIS引入了"超级计算机最终用途规则"，对某些受管制的先进集成电路或含有先进集成电路的物项，以及在特定ECCN下分类的计算机、电子组件及零部件规定了许可证要求，适用于上述物项将直接或间接用于某些与超级计算机相关的最终用途的情形。 – 163 –

监管概述

继2022年规则之后，2023年规则对2022年规则进行了修订和扩展。以下是2023年规则相较于2022年规则所作变更的概述。

•　对半导体制造设备的额外管制：BIS扩大了SME出口管制的范围，以涵盖对某些先进集成电路开发至关重要的额外工具和设备，并将SME管制扩展至限制向更多目的地出口。新受管制的物项包括用于最先进集成电路生产操作的某些设备和组件，例如EUV（极紫外）刻蚀及先进沉积处理设备。BIS还取消了某些外国生产光刻设备的美国最低含量（de minimis）门槛，使此类物项在含有任何美国原产内容时均受《出口管理条例》（EAR）约束。

•　对半导体的额外管制：BIS还扩大了ECCN 3A090的范围，以涵盖更多种类的集成电路，其明确目的是管制"能够提供与2022年规则所管制产品相近的人工智能模型训练能力"的集成电路。BIS将ECCN 3A090.a扩展为广泛管制具有一个或多个数字处理单元的集成电路，该处理单元须满足以下条件之一：（1）"总处理性能"达到4800或以上；或（2）"总处理性能"达到1600或以上，且"性能密度"达到5.92或以上。ECCN 3A090.b现管制具有一个或多个数字处理单元的集成电路，该处理单元须满足以下条件之一：（1）"总处理性能"达到2400或以上且低于4800，且"性能密度"达到1.6或以上且低于5.92；或（2）"总处理性能"达到1600或以上，且"性能密度"达到3.2或以上且低于5.92。与此同时，BIS为某些非专为数据中心使用而设计或销售、"总处理性能"低于4800的集成电路设立了豁免条款。上述管制还延伸至商业管制清单（CCL）其他类别中含有此类集成电路的任何物项，并已扩展至覆盖更多国家和地区。2023年规则还创设了新的许可证例外——许可证例外通知先进计算（NAC），对现受3A090管制的某些技术规格较低集成电路的特定出口设立通知要求。BIS还为向新受管制目的地的出口创设了有利的许可证申请审查政策。

•　对各类最终用途管制及美国人限制的修订与补充：除对新型集成电路和SME实施管制外，BIS还扩展并修订了对"受EAR约束"物项的某些最终用途管制，包括与超级计算机及半导体制造最终用途相关的管制。BIS扩大了上述限制的地理范围，同时也扩大了对美国人某些活动限制的地理范围。BIS还明确并缩小了某些美国人限制的范围，以避免限制美国人对特定传统节点设施中物项的维修服务。最后，BIS在近期法规中明确指出，仅从事开发活动（如纯粹的设计工作）的设施不属于上述管制的范围。同样，BIS对上述限制设立了豁免条款，将装配、测试和封装等不会改变集成电路技术等级的某些"后端"工序从"生产"定义中排除。 – 164 –

监管概述

•　先进计算外国直接产品规则（FDPR）地理范围的进一步扩大：BIS还扩大了先进计算FDPR的国家/地区范围。先进计算FDPR此前管制外国生产的先进计算机物项（满足3A090或4A090性能参数），若其为特定美国原产软件或技术的直接产品且目的地为中国，则受该规则约束。根据2023年规则，该规则的地理范围得到进一步扩展。

•　实体清单新增条目：配合2023年规则，BIS还将两家中国企业及其若干子公司列入实体清单。

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根据《出口管理条例》（EAR），在美国境外制造的物项，如果其包含的受管控美国内容超过一定的最低限额（即最低限额规则），或受EAR外国直接产品规则之一的约束，则该物项可能受EAR管辖。本集团的产品未曾且将不会包含任何受管控的美国内容，因此不会受EAR最低限额规则的约束。根据EAR外国直接产品规则的各种变体，若某境外生产物项系由特定受管控的美国技术或软件生产，或系某完整工厂或工厂主要部件的直接产品，而该工厂本身又是特定美国原产技术的直接产品，且该物项属于EAR商业管制清单（CCL）上特定出口管制分类编号（ECCN）规定的范围，则该物项亦可能受EAR管辖。EAR外国直接产品规则不适用于本集团产品，因为本集团产品并非任何适用美国原产技术或软件的直接产品，亦非本身系该等技术或软件直接产品的工厂或工厂主要部件的直接产品。

此外，该产品将被归类为"EAR99"——这是一种兜底出口管制分类，适用于在CCL上不受基于EAR的特定国家许可管制的产品。更具体而言，根据本集团对近期出口管制限制措施相关参数的审查（该审查已由K&L Gates律师事务所复核），该产品的性能不在2022年规则和2023年规则对基于EAR的集成电路管制强化措施所扩展的ECCN（特别是ECCN 3A090）的涵盖范围之内。因此，台积电为本集团制造的产品，除非美国人参与相关交易，否则不会受到美国法律下额外出口管制的约束，且通常无需获得美国当局的特定授权即可运往中国。

某些出口管制规则限制美国人的活动，其他规则则对受EAR管辖的货物施加最终用途和最终用户限制，即使该等货物被归类为EAR99亦然。EAR根据物项的"最终用途"或最终接收物项的"最终用户"，对涉及受美国管辖货物的交易施加一定限制。上述限制规定于EAR第744部分。最终用途限制涉及对核武器或大规模杀伤性武器（WMD）用途、特定军事最终用途，以及近期对半导体制造最终用途、先进计算和超级计算机的若干限制。最终用户限制主要包括列于特定受限方名单上的各方，例如美国商务部工业和安全局（BIS）维护的实体清单，以及特定军事或军事情报最终用户。本集团与上海国际（Shanghai International）及台积电（TSMC）的交易不涉及任何受限最终用途或最终用户，亦不以《联邦法规》第15编第744.6条所规定的任何受限方式涉及美国人的活动。

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REGULATORY OVERVIEW 此外，如上所述，由台积电生产的本集团芯片不受《出口管理条例》的约束。因此，相关货物不受美国出口管制管辖，亦不受15 C.F.R.第744部分所规定的适用于美国货物的最终用途及最终用户管制。新限制措施下受管控的半导体制造设备（SME）仅限于用于生产先进集成电路的设备。于业绩记录期内及直至最新可行日期，本集团产品并非需要使用上述工具进行生产的先进集成电路类型。此外，即便在本集团与上海国际及台积电的交易之外，本集团亦未曾与任何被列入实体清单的实体开展业务往来。

2023年8月，美国总统乔·拜登签署了《关于应对美国对关切国特定国家安全技术和产品投资的行政令》（"行政令"）。此外，美国财政部发布了一份拟议规则制定通知（"NPRM"），就行政令的实施征求公众意见。NPRM提议建立一套监管框架，针对美国对中国（包括香港和澳门）从事半导体和微电子、量子信息技术及人工智能三个领域涉及对国家安全至关重要的敏感技术活动的实体进行特定投资。该计划将依据实施细则，禁止美国人从事特定交易，并要求美国人就特定投资进行通知申报。NPRM拟将某些"豁免交易"排除在外，例如对上市证券的被动投资。然而，NPRM本身并不执行该行政令，后续将在流程的后续阶段颁布最终实施细则。截至本招股说明书日期，该计划尚未生效，其具体范围和细节有待进一步调整。

Based on the above and as confirmed by our legal advisors as to U.S. export control laws, our Directors are of the view that during the Track Record Period and up to the Latest Practicable Date, the U.S. export control laws and the Executive Order did not have any material adverse impact on our Directors, senior management and shareholders or our operation, financial performance and fund raising activities from U.S. export control legal perspective. Although certain Directors, senior management, or shareholders may be U.S. persons, the U.S. person restrictions imposed by the 2022 Rule and the 2023 Rule did not have a material adverse impact on them because the rules are broadly inapplicable to the Company's transactions. The new restrictions are currently set out in 15 C.F.R. 744.6(c)(2), and impose controls on: (1) any items you know will be used in the development or production of integrated circuits (ICs) at certain facilities where production of specified advanced node ICs occurs, (2) items meeting the parameters of certain semiconductor manufacturing equipment, software and technology export control classification numbers (ECCNs) when you know the item will be used in the development or production of ICs at certain facilities, but you do not know whether such facilities carry out production of advanced node ICs, and (3) items meeting the parameters of certain advanced semiconductor manufacturing equipment, software and technology ECCNs. The Company confirms that it does not import any item that it knows is to be used for the purpose listed in (1). Neither (2) nor (3) are applicable to the Company's operations because the Company does not produce or design semiconductor manufacturing equipment falling within the identified ECCNs.

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HISTORY AND CORPORATE STRUCTURE OVERVIEW We are an automotive-grade computing SoC and SoC-based intelligent vehicle solution provider. Operating in the midstream of autonomous driving value chain as a Tier 2 supplier, we provide autonomous driving products and solutions in the form of bundled SoC-based solutions and algorithm-based solutions. In terms of shipment of automotive-grade high-computing power SoCs in 2023, we are the third largest provider globally, according to Frost & Sullivan. Our Company was incorporated as an exempted company with limited liability in the Cayman Islands on July 15, 2016, and is the holding company of the Group with businesses conducted through its subsidiaries.

OUR KEY MILESTONES The following is a summary of our Group's key business development milestones:

| Year | Month | Milestone | |------|-------|-----------| | 2016 | July | Our inception. | | | September | Northern Light Venture Capital (北极光创业投资), one of our Pathfinder SIIs, first invested in our Company. | | 2018 | March | Entered into global strategic cooperation agreement with Bosch. | | 2019 | March | Received investments by SAIC Motor (上汽集团) and China Merchants Group (招商局集团). | | | November | Entered into strategic cooperation agreement with FAW Group (一汽集团). | | 2020 | June | Launched Huashan A1000 and Huashan A1000L. | | | September | Oceanpine Capital (海松资本), one of our Pathfinder SIIs, first invested in our Company. | | | October | Started selling autonomous driving solutions. | | 2021 | April | Received investments by Tencent, Bosch Group and Dongfeng Motor (东风集团). | | | | Launched Huashan A1000 Pro. |

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HISTORY AND CORPORATE STRUCTURE

| Year | Month | Milestone | |------|-------|-----------| | | September | Entered into strategic cooperation agreement with JAC Motors (江汽集团) to develop vehicle-level autonomous driving chips and visual perception algorithms. | | | | Received investments by Xiaomi (小米). | | 2022 | January | Received investments by NIO Capital and Geely (吉利控股). | | | September | Entered into cooperation agreement with JICA (吉咖), an affiliate of ECARX, to install our A1000 SoC on Geely vehicles. | | | December | |

HISTORY AND CORPORATE STRUCTURE

Our flagship Huashan A1000 Series SoCs for autonomous driving reached a total shipment of over 25,000 units. Announced joint collaboration with Dongfeng Motor (東風集團) to deploy our Huashan A1000 SoCs on its first all-electric sedan and SUV models.

2023

April

Designated as Baidu's preferred domestic intelligent vehicle SoC partner and started to jointly develop autonomous driving products based on Huashan A1000 Series SoCs. Announced our Wudang Series cross-domain SoCs, the first in the industry to integrate autonomous driving, smart cockpit, body control and other computational domains, according to Frost & Sullivan.

May

Announced joint collaboration with FAW Group (一汽集團) to deploy our Huashan-2 A1000L on the Hongqi (紅旗) models.

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HISTORY AND CORPORATE STRUCTURE

OUR MAJOR SUBSIDIARIES

As of the Latest Practicable Date, the following subsidiaries made a material contribution to our results of operation during the Track Record Period:

| Name of subsidiary | Place of incorporation | Date of incorporation | Shareholding | Principal business activities | |---|---|---|---|---| | Black Sesame Wuhan | PRC | February 8, 2021 | 100% | Sales of software products and provision of related services | | Black Sesame Shanghai | PRC | January 14, 2017 | 100% | Image identification, chip design and related software development |

MAJOR SHAREHOLDING CHANGES OF OUR COMPANY

1. Incorporation of our Company

Our Company was incorporated as an exempted company with limited liability in the Cayman Islands on July 15, 2016, with an authorized share capital of US$50,000 divided into 500,000,000 Ordinary Shares with a par value of US$0.0001 each. Upon incorporation, one Ordinary Share was allotted and issued at par value to our initial subscriber, who is an Independent Third Party. On the even date, (i) our initial subscriber transferred its one Ordinary Share to Triumphant Star, and (ii) the Company issued an aggregate of 79,999 Ordinary Shares to Triumphant Star, United Path, Marvel Stars, Sonic Wisdom Holdings Limited ("Sonic Wisdom"), a company incorporated in the BVI and ultimately controlled by Mr. Liu, and Clear Idea Group Limited ("Clear Idea"), a company incorporated in the BVI and ultimately controlled by an Independent Third Party.

On September 7, 2016, Sonic Wisdom and Clear Idea irrevocably surrendered to the Company for cancellation an aggregate of 21,500 Ordinary Shares for nil consideration. Since then, Sonic Wisdom and Clear Idea no longer held any Shares. On the even date, the Company issued an aggregate of 79,941,500 new Ordinary Shares of par value US$0.0001 each to Triumphant Star, United Path and Marvel Stars. After such issuance, Triumphant Star, United Path and Marvel Stars altogether held 80,000,000 Ordinary Shares.

2. Pre-IPO Investments

As of the Latest Practicable Date, we have conducted ten rounds of Pre-IPO Investments. See "– Pre-IPO Investments" in this section for subsequent shareholding changes resulting from the Pre-IPO Investments.

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HISTORY AND CORPORATE STRUCTURE

3. Warrants

On October 24, 2018, the Company and Silicon Valley Bank (the "SVB"), an Independent Third Party, entered into an agreement where our Company issued certain warrants to SVB (the "SVB Warrant"), which could be exercised for cash or through a cashless exchange. The SVB Warrant was terminated on April 26, 2021 with a consideration paid by the Company of USD286,716 which was approximate to the fair market value.

In November 2020, the Company and China Equities HK Limited ("CEHK"), a related party of Shanghai Pudong Development Silicon Valley Bank and an Independent Third Party, entered into an agreement where our Company issued certain warrants to CEHK (the "CEHK Warrant"), which can be exercised for cash or through a cashless exchange. On June 27, 2023, the Company and CEHK entered into an agreement to terminate the CEHK Warrant and all rights attached thereto with a consideration of USD628,893.80 determined on an arm's length basis paid by the Company on June 28, 2023.

4. Share repurchase

On December 28, 2017, the Company repurchased a total of 4,000,000 Series A Preferred Shares from Marvel Stars, Garland International (Holdings) Limited, and Hu Xiaochen, at a cash consideration of US$0.30 per Share. On April 30, 2019, the Company redeemed a total of 6,000,000 Series A Preferred Shares from Yang Yuxin, Billion Fortune Investment Limited, and Wingsky Investments Limited, at a cash consideration of US$0.5821 per Share. On March 31, 2021, the Company repurchased a total of 9,000,000 Ordinary Shares from Marvel Stars at a cash consideration of US$0.80 per Share. The above transactions were conducted on an arm's length basis.

5. Share incentive schemes

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HISTORY AND CORPORATE STRUCTURE

We have adopted the Post-IPO Share Plan on July 26, 2024. The maximum aggregate number of Shares reserved for the Post-IPO Share Plan is 56,916,925 Shares (assuming the Offer Size Adjustment Option is not exercised) or 57,471,925 Shares (assuming the Offer Size Adjustment Option is exercised in full), representing 10% of the total number of the Shares in issue as at the Listing Date. See "Appendix IV – Statutory and General Information – D. Share Incentive Schemes – 2. Post-IPO Share Plan" for details.

6. Merger with Triumphant Star and United Path

In order to streamline our corporate structure, special resolutions were passed by our Shareholders pursuant to which Triumphant Star and United Path shall merge with our Company with our Company being the surviving company (the "Merger"). Upon the completion of the Merger, the shareholders of Triumphant Star and United Path shall become the direct Shareholders of our Company. Accordingly, Mr. Shan, Ms. Pan, Mr. Xiong Chengyu and Mr. Gu Qun shall directly hold 44,100,000, 8,300,160, 3,200,330 and 1,599,510 Shares, representing 8.29%, 1.56%, 0.60% and 0.30% of our total issued share capital as of the Latest Practicable Date, respectively. The Merger was completed on March 18, 2024, and Triumphant Star and United Path have ceased to exist accordingly.

For changes in our Company's share capital within the two years immediately before the date of this Prospectus, see "Appendix IV – Statutory and General Information – A. Further Information About Our Group – 2. Changes in Share Capital" for details.

MAJOR ACQUISITIONS, DISPOSALS AND MERGERS

We have not conducted any acquisitions, disposals or mergers since our inception that we consider to be material to us.

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PRE-IPO INVESTMENTS

1. Overview

As of the Latest Practicable Date, we have received ten rounds of Pre-IPO Investments since our inception. The following table summarizes the key terms of the Pre-IPO Investments to our Company made by the Pre-IPO Investors:

| | Pre-IPO Investment | Series A(4) | Series A-1 and Series A-2(5) | Series B-1 | Series B-2 | Series B-3 | Series B-4 | Series B+ | Series C | Series C+ | |---|---|---|---|---|---|---|---|---|---|---| | Date of the first subscription agreement | September 18, 2016 | December 12, 2017 | December 25, 2017 | January 31, 2019 | April 16, 2019 | September 23, 2019 | August 26, 2020 | April 12, 2021 | May 6, 2021 | December 6, 2021 | | Date of last payment of consideration | | | June 16, 2021 | | April 30, 2019 | June 3, 2019 | October 24, 2019 | June 14, 2023 | June 30, 2023 | July 5, 2022 | June 16, 2023 | | Total number of shares subscribed | 42,388,282 | 81,000,000 | | 54,977,656 | 6,000,000 | 24,557,864 | 23,959,003 | 49,315,790 | 75,780,089 | 66,314,154 | | Cost per share paid to the Company | US$0.336 | US$0.10 | | US$0.7276 | US$0.8003 | US$1.0913 | US$1.2132 | US$2.3972 | US$3.0655 | US$3.473268 | | Discount to the Offer Price(1) | 91.00% | 97.32% | | 78.56% | 80.50% | 70.76% | 67.49% | 35.77% | 17.86% | 6.93% | | Total funds received by the Company | US$14,403,489 | US$8,100,000 | | US$40,000,000 | US$4,801,782 | US$26,800,000 | US$29,540,951 | US$118,219,985 | US$235,750,365 | US$218,155,837 | | Implied pre-money valuation(2) | US$69,000,000 | US$10,000,000 | | US$200,000,000 | US$260,000,000 | US$360,000,000 | US$430,000,000 | US$1,000,000,000 | RMB9,000,000,000 (equivalent to approximately US$1,257,053,467) | US$2,000,000,000 | | Implied post-money valuation(3) | US$83,403,489 | US$18,100,000 | | US$240,000,000 | US$264,801,782 | US$386,800,000 | US$459,540,951 | US$1,118,219,985 | US$1,492,803,832 | US$2,230,326,766(6) | | Use of proceeds from the Pre-IPO Investments | | | | | | | | | | | | Strategic benefits the Pre-IPO Investments brought to our Company | | | | | | | | | | | | Basis of determining the consideration paid | | | | | | | | | | | | Lock-up period | | | | | | | | | | | | Reasons for fluctuations in valuation as compared to the immediate previous round of pre-IPO Investment | | | | | | | | | | |

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HISTORY AND CORPORATE STRUCTURE

Northern Light Venture Capital (北極光創業投資), one of our Pathfinder SIIs, invested in our Company in Series A, which demonstrated investors' confidence, which also attracted further investments.

In 2018, we began commercializing our intelligent imaging solutions and cooperating with our customers, including entering into global strategic cooperation agreement with Bosch.

In 2020, we accelerated the commercialization of autonomous driving products and solutions and launched Huashan A1000 and Huashan A1000L.

In 2020 and 2021, we enriched our product line and the commercialization process of our products has been smooth, which further increased our revenue.

We started planning the mass production of our Huashan Series SoCs, which took place in 2022.

The consideration for the Pre-IPO Investments was determined based on arm's length negotiations between the Company and the Pre-IPO Investors after taking into consideration various factors including but not limited to, (i) status of milestones and prospects of commercialization of our specialist technology products; (ii) our expansion capacity and R&D management system; (iii) strategic layout, execution efficiency and other factors of our Company, and (iv) the timing of the investments, the market value, and the prospects of our business.

Each of the Pre-IPO Investors has entered into a deed of lock-up undertaking (the "Deed"), pursuant to which any Shares held by the Pre-IPO Investors will be subject to a lock-up period commencing on the date of the Deed and ending on (and including) a date which is six months from the Listing Date. Our Pathfinder SIIs will also be subject to disposal restrictions pursuant to Rule 18C.14 of the Listing Rules. See "– Lock-up Periods" in this section for more details.

The fluctuations in valuation were due to the general business status of our Group, and in particular, the launch and commercialization of our specialist technology products, including but not limited to Huashan A1000, Huashan A1000L and Huashan A1000 Pro, the advancement of our research and development, and the prevailing market sentiment amongst the venture capital markets at the time when the investments were made as detailed below:

As of the Latest Practicable Date, approximately 81% of the funds raised from the Pre-IPO Investments had been utilized. All of such proceeds were utilized for the research and development, capital expenditures and general working capital needs of our Group in accordance with the annual consolidated budget of the Company approved by the Pre-IPO Investors.

At the time of the Pre-IPO Investments, our Directors were of the view that our Company would benefit from the additional capital provided by the Pre-IPO Investors' investments in our Company and their knowledge and experience.

| Pre-IPO Investment | Series A(4) | Series A-1 and Series A-2(5) | Series B-1 | Series B-2 | Series B-3 | Series B-4 | Series B+ | Series C | Series C+ | |---|---|---|---|---|---|---|---|---|---|

Reasons for fluctuations in valuation as compared between the valuation in the Global Offering and the valuation in Series C+, being the latest round of Pre-IPO Investment

| Pre-IPO Investment | Series A(4) | Series A-1 and Series A-2(5) | Series B-1 | Series B-2 | Series B-3 | Series B-4 | Series B+ | Series C | Series C+ | |---|---|---|---|---|---|---|---|---|---|

Notes:

(1) The implied pre-money valuation is calculated based on (i) the cost per share paid to the Company for the corresponding round of Pre-IPO Investment and (ii) the issued share capital of the Company immediately prior to the corresponding round of Pre-IPO Investment.

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

(3) The discount to the Offer Price is calculated based on the assumption that (i) the Offer Price is HK$29.15 per Offer Share, being the mid-point of the indicative Offer Price range of HK$28.00 and HK$30.30; and (ii) all Preferred Shares have been converted into Shares on a one-to-one basis.

We achieved multiple milestones in 2022 and 2023.

In 2022, we started mass-production of Huashan A1000/A1000L SoCs.

In April 2023, we announced our Wudang Series cross-domain SoCs, the first in the industry to integrate autonomous driving, smart cockpit, body control and other computational domains. In the same year, Geely's vehicle Lynk & Co 08 with our Huashan A1000 SoC installed was mass produced, and Lynk & Co 08 was officially launched.

As of the Latest Practicable Date, we partnered with over 30 automotive OEMs and Tier 1 suppliers such as FAW Group, Dongfeng, JAC, HYCAN, ECARX, Baidu, Bosch, ZF Group and Marelli. We had design wins for mass production of SoC products for 16 vehicle models with 11 automotive OEMs and Tier 1 suppliers.

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On December 28, 2017, the Company repurchased a total of 4,000,000 Series A Preferred Shares from Marvel Stars, Garland International (Holdings) Limited, and Mr. Hu Xiaochen, at a cash consideration of US$0.30 per Share. On April 30, 2019, the Company redeemed a total of 6,000,000 Series A Preferred Shares from certain investors, namely Mr. Yang Yuxin, Billion Fortune Investment Limited, and Wingsky Investments Limited, at a cash consideration of US$0.5821 per Share.

HISTORY AND CORPORATE STRUCTURE

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HISTORY AND CORPORATE STRUCTURE 2.

Special rights of the Pre-IPO Investors All Pre-IPO Investors All of our Pre-IPO Investors were bound by the terms of our previously effective articles of association (the "Preceding Articles"), which were replaced by our existing articles of association and will be further replaced by our Articles of Association upon the completion of the Global Offering. Pursuant to the share purchase agreements, shareholders' agreements and right of first refusal and co-sale agreements entered into by and among the Company and the Pre-IPO Investors from time to time (the "Shareholders' Agreements"), our Preceding Articles and our existing articles of association, the Pre-IPO Investors were granted certain special rights in relation to the Company. The divestment rights granted to the Pre-IPO Investors under our Preceding Articles and the Shareholders' Agreements have been terminated prior to the first submission of the listing application to the Stock Exchange for the purpose of the Global Offering, and will only be exercisable if the Listing does not take place. All other special rights under the Pre-IPO Investments shall cease to be effective and be discontinued upon the Listing in accordance with Chapter 4.2 of the Guide for New Listing Applicants issued by the Stock Exchange, including, among others, rights of first refusal, co-sale rights, pre-emptive rights, information rights, dividend rights, liquidation preferences, together with, director appointment rights. All of the Preferred Shares will be converted into Shares on a one-to-one basis immediately upon completion of the Global Offering, at which time our share capital will comprise of one class of Shares, namely the Ordinary Shares. For further information on the rights attached to the Shares, see "Share Capital".

3.

Compliance with the Guide for New Listing Applicants

On the basis that (i) the consideration for the last Pre-IPO Investment was irrevocably settled on a date, which is more than 120 days before the Listing Date, and (ii) the special rights granted to the Pre-IPO Investors will be suspended upon filing of a listing application and/or shall cease to be effective and be discontinued upon Listing, the Joint Sponsors confirm that the Pre-IPO Investments are in compliance with Chapter 4.2 of the Guide for New Listing Applicants issued by the Stock Exchange.

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HISTORY AND CORPORATE STRUCTURE 4.

Information relating to our key Pre-IPO Investors

Set out below is a description of our Sophisticated Independent Investors (as defined in Chapter 2.5 of the Guide for New Listing Applicants issued by the Stock Exchange). We have nine Sophisticated Independent Shareholders, five of which respectively holds more than 3% of the total issued shares of the Company as of the Latest Practicable Date. Save for being a shareholder of our Company and as disclosed otherwise, each of our Sophisticated Independent Investors is independent from and not connected with any Director, chief executive or substantial shareholder of our Company, its subsidiaries or any of their respective associates (within the meaning of the Listing Rules). Save for the Northern Light SIIs, the Oceanpine SIIs and the SummitView SIIs as disclosed herein, each of the Pre-IPO Investors is independent from each other. Each of the ultimate beneficial owners of the Pre-IPO Investors is an Independent Third Party. Our Pathfinder SIIs (a)

历史及公司架构

北极光创投特专科技投资者（即北极光创投基金四期, L.P.、北极光战略基金四期, L.P.及北极光合伙人基金四期, L.P.）：各北极光创投特专科技投资者均为于开曼群岛注册成立的获豁免有限合伙企业，最终由北极光创投作为普通合伙人管理，北极光创投为一家风险投资公司，最终由邓峰先生控制，旗下设有多只美元及人民币基金，专注于企业、医疗健康及消费领域的早期投资机会。北极光创投基金四期, L.P.共有26名有限合伙人，每名有限合伙人所持权益均少于其中三分之一。北极光战略基金四期, L.P.共有四名有限合伙人，其中一名所持权益超过三分之一，其余每名所持权益均少于三分之一。北极光合伙人基金四期, L.P.共有八名有限合伙人，其中一名所持权益超过三分之一，其余每名所持权益均少于三分之一。分别于北极光战略基金四期, L.P.及北极光合伙人基金四期, L.P.持有超过三分之一权益的有限合伙人互不重叠。北极光创投特专科技投资者的有限合伙人主要包括退休金基金及捐赠基金等机构投资者，彼等均为独立第三方。本集团通过与北极光创投合伙人的私人相识而与北极光创投特专科技投资者建立联系。于最后实际可行日期，北极光创投特专科技投资者合共持有本公司已发行总股份约10.47%。本公司非执行董事杨磊博士于2010年2月至2021年10月期间担任北极光创投合伙人。北极光创投的资产管理规模于2016年6月30日约为港币176.9亿元(1)，于2023年9月30日约为港币311.9亿元。由于各北极光创投特专科技投资者最终均由北极光创投管理，不同持股实体纯粹为同一基金管理人管理的不同基金，根据联交所发布的《新上市申请人指引》第2.5章，应合并视为一名领航特专科技投资者。为遵守《上市规则》第18C.05条，北极光创投特专科技投资者于2023年6月29日（即本公司提交首次上市申请之日）及2022年6月29日（即申请前12个月期间开始之日）分别持有本公司已发行股本总额约11.48%及12.53%。

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HISTORY AND CORPORATE STRUCTURE

Our Other Sophisticated Independent Investors (c)

Oceanpine SIIs（即Oceanpine Investment Fund II LP及Bright Sapphire Holding Inc）：Oceanpine Investment Fund II LP是一家在开曼群岛注册的豁免有限合伙企业，拥有八名有限合伙人，并以Oceanpine Growth（Cayman）Limited（"Oceanpine"）作为其普通合伙人。Bright Sapphire Holding Inc由一名独立第三方全资拥有。Oceanpine Investment Fund II LP及Bright Sapphire Holding Inc均由Oceanpine管理。Oceanpine由Dave Liguang Chenn先生全资拥有，其为Oceanpine Capital的创始人及首席执行官。Oceanpine Capital是一家机构成长型股权投资公司，专注于投资科技、媒体及电信（TMT）及医疗健康等领域的创新颠覆性成长型企业。投资组合公司包括上海燧原科技有限公司（Shanghai Enflame Technology Co. Ltd.）（人工智能芯片及云计算平台）、摩尔线程智能科技有限责任公司（Moore Threads Technology Co. Ltd）（图形处理器（GPU）设计公司）、巨子生物控股有限公司（Giant Biogene Holding Co., Ltd）（股票代码：02367.HK）、蜂巢能源科技股份有限公司（SVOLT Energy Technology Co., Ltd.）（专注于汽车动力电池及储能制造的公司），以及北京中科海纳科技有限责任公司（Beijing Zhongke Haina Technology Co. Ltd.）（从事新一代钠离子电池研发及生产的公司）。Oceanpine通过其投资委员会、投资管理及其他日常行政工作负责Oceanpine SIIs的投资决策。Oceanpine在Oceanpine SIIs中并无任何自有投资。Oceanpine SIIs的投资者均为具有丰富投资经验的成熟产业投资者及家族办公室，均为独立第三方。本集团经其他Pre-IPO投资者介绍而与Oceanpine SIIs相识。于最后实际可行日期，Oceanpine SIIs持有本公司已发行总股份的约5.44%。Oceanpine SIIs于2020年9月25日的管理资产规模约为港币59亿元(1)，于2023年12月31日的管理资产规模约为港币143亿元（主要来源于其在专业技术公司的投资估值），分别涉及新一代信息技术、新能源与环保，以及先进软硬件等领域。由于Oceanpine负责Oceanpine SIIs的投资决策，该等不同实体纯粹为由同一基金管理人管理的不同基金或实体，应根据联交所发布的《新上市申请人指南》第2.5章合并为一个探路者策略性投资者。根据《上市规则》第18C.05条，Oceanpine SIIs于2023年6月29日（即本公司提交首次上市申请之日）及2022年6月29日（即申请前12个月期间的开始日期）分别持有本公司已发行股本总额的约5.97%及6.52%。

于2023年6月29日（即本公司提交首次上市申请之日）及2022年6月29日（即申请前12个月期间的开始日期），我们的探路者策略性投资者合共持有本公司已发行股本总额的约17.45%及19.05%。

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我们的其他成熟独立投资者 (c)

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本集团与峰岳战略投资人建立关系，源于其主动寻求在高科技行业具有声誉的投资者。截至最后实际可行日期，峰岳战略投资人合计持有本公司已发行股份总数约7.00%。武岳峰资本（并购）管理的资产规模于2020年12月31日约为港币132亿元（1），其中专业科技公司投资超过港币50亿元；于2023年12月31日约为港币233亿元，其中专业科技公司投资约港币154亿元。

(d) 小米战略投资人（即上海籽月企业管理咨询合夥企业（有限合夥）（"上海籽月"））：上海籽月是根据中国法律设立的有限合夥企业，由湖北小米长江产业基金合夥企业（有限合夥）（"小米长江"）持有约99%权益，作为投资控股实体。于香港联合交易所上市的小米集团（股票代码：01810.HK）在小米长江中拥有约19.6%的自有权益，并通过其普通合夥人控制小米长江。上海籽月及小米长江的普通合夥人均为湖北小米长江产业投资基金管理有限公司（"小米产业投资"），该公司由小米集团间接持有80%权益，是小米集团负责管理其产业投资组合的投资管理人之一。小米产业投资在智能制造领域具有丰富的投资经验。投资组合公司示例包括在上海证券交易所及深圳证券交易所上市的公司，如凌云光技术股份有限公司（股票代码：688400）、广州方邦电子股份有限公司（股票代码：688020）及深圳市利和兴股份有限公司（股票代码：301013）。

本集团通过行业研究及行业活动与小米战略投资人相识。截至最后实际可行日期，上海籽月持有本公司已发行股份总数约3.69%。小米集团于2021年6月30日（1）拥有约人民币745亿元的多元化投资组合，于2023年9月30日约为人民币689亿元。

(e)

腾讯战略投资者（即Image Frame Investment (HK) Limited）：Image Frame Investment (HK) Limited是一家在香港注册成立的公司，是腾讯控股有限公司（于香港联合交易所上市，股票代码：00700.HK）的全资子公司。腾讯是全球领先的互联网及科技公司，开发创新产品与服务以改善全球人民的生活品质，业务涵盖通讯及社交网络、游戏、数字内容、广告、金融科技及云服务。本集团因主动寻求腾讯战略投资者作为知名投资方而与其建立联系。截至最后实际可行日期，Image Frame Investment (HK) Limited持有本公司已发行股份总数约3.53%。腾讯控股有限公司截至2021年12月31日拥有多元化投资组合约人民币8,787亿元（注1），截至2023年12月31日约为人民币7,017亿元。

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（f）

中银国际战略投资者（即Sky Apex Limited（成坚有限公司））：Sky Apex Limited是一家在香港注册成立的公司，由中银集团投资有限公司（"中银集团投资"）全资拥有及控制，中银集团投资为中国银行股份有限公司（"中国银行"）的全资子公司，其主要业务包括直接投资及投资管理业务。中国银行在上海证券交易所及香港联合交易所上市（A股股票代码：601988.SH，H股股票代码：03988.HK，离岸优先股股票代码：04619.HK）。投资组合公司示例包括大疆创新科技有限公司（无人机自动驾驶系统开发商及制造商）、北京第四范式智能技术股份有限公司（股票代码：06682.HK）以及蜂巢能源科技股份有限公司（一家专注于汽车动力电池及储能产品制造的公司）。Sky Apex Limited是中银集团投资专为投资控股目的而设立的投资载体。本集团因主动寻求中银国际战略投资者作为知名投资方而与其建立联系。截至最后实际可行日期，Sky Apex Limited持有本公司已发行股份总数约2.71%。中银集团投资的主要投资业务包括企业股权投资、基金投资、房地产投资及不良资产投资。中银集团投资上述业务的资产管理规模截至2021年6月30日约为港币1,187亿元（注1），截至2023年12月31日约为港币1,249.2亿元。

（g）

先进制造产业投资基金二期（有限合伙）（"先进制造基金"）：先进制造基金是根据中国法律设立的有限合伙企业。先进制造基金的普通合伙人为国投招商投资管理有限公司（"国投招商"），其为一家私募股权基金公司。先进制造基金拥有逾30名有限合伙人，每名有限合伙人所持权益均低于三分之一。先进制造基金专注于四大投资领域，即新能源汽车、生命科学、智能制造及信息通信技术。本集团因主动寻求国投招商及先进制造基金作为知名投资方而与其建立联系。截至最后实际可行日期，先进制造基金持有本公司已发行股份总数约2.33%。国投招商的资产管理规模截至2021年6月30日约为人民币590亿元（注1），截至2023年12月31日约为人民币576亿元。

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历史及公司架构

（注1）

（h）

吉利战略投资者（即GCF Prosperity Limited）：GCF Prosperity Limited是一家在英属维尔京群岛注册成立的公司，最终由浙江吉利控股集团有限公司控制，浙江吉利控股集团有限公司为吉利汽车控股有限公司（于香港联合交易所上市，股票代码：00175.HK）的母公司。本集团通过业务合作洽谈与吉利战略投资者建立联系。2023年3月，我们宣布与吉利的一家关联公司合作，将我们的A1000芯片系统级封装安装于吉利旗下部分车型。截至最后实际可行日期，GCF Prosperity Limited持有本公司已发行股份总数约0.78%。根据弗若斯特沙利文的资料，按中国各汽车集团所有车型的销售量计算，吉利汽车控股有限公司分别截至2021年12月31日（注1）及2023年12月31日均为中国下游汽车行业的主要参与者。

（i）

上汽集团战略投资者（即SAIC Technologies Fund II, LLC）：SAIC Technologies Fund II, LLC是一家在美国特拉华州注册成立的有限责任公司，最终由上海汽车集团股份有限公司（"上汽集团"）控制，上汽集团在上海证券交易所上市（股票代码：600104.SH）。本集团通过业务合作洽谈与上汽集团战略投资者建立联系。2021年10月，我们与上汽集团签订战略合作协议。截至最后实际可行日期，SAIC Technologies Fund II, LLC持有本公司已发行股份总数约0.52%。根据弗若斯特沙利文的资料，按中国各汽车集团所有车型的销售量计算，上汽集团分别截至2018年12月31日（注1）及2023年12月31日均为中国下游汽车行业的主要参与者。

（注1）指相关投资者就其对本公司的投资签署相关最终协议之日前不超过六个月的某一日期

Other key Pre-IPO Investors

We set out below descriptions of our other key Pre-IPO Investors which, together with Mr. Shan, Ms. Pan, Ruby Wealth, New Key Trade, Marvel Stars, Mr. Xiong Chengyu, Mr. Gu Qun, Glide Expert, Excellent Ocean Trust, the individuals shareholders who are our employees and the SIIs, held more than 80% of our total issued share capital as of the date of this Prospectus:

(a) Great Bravo International Limited: Great Bravo is a company incorporated in the BVI and is wholly owned by Shanghai Weiyi Corporate Management Consulting Partnership Company (Limited Partnership) (上海蔚奕企業管理諮詢合夥企業(有限合夥)) ("Shanghai Weiyi"). Shanghai Weiyi is an affiliate of Hubei Yangtze River NIO New Energy Industrial Development Fund LLP (湖北長江蔚來新能源產業發展基金合夥企業(有限合夥)), a leading, market-oriented private equity investment firm focusing on investing in mobility, energy, materials and other related sectors, which insists on sustainable investments with a focus on innovations in decarbonization and digitalization. As of the Latest Practicable Date, Great Bravo holds approximately 2.76% of the total issued shares of the Company.

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HISTORY AND CORPORATE STRUCTURE

(b) SL Capital Fund I, L.P.: SL Capital Fund I, L.P. is an exempted limited partnership incorporated under the laws of the Cayman Islands. The largest limited partner of SL Capital Fund I, L.P. is Great Unity Fund I, L.P. which holds approximately 84.5% interests, with three other limited partners each holding less than 10% of the interests therein. The general partner of SL Capital Fund I, L.P. is ultimately controlled by SK Inc. (formerly known as SK Holdings Co., Ltd), SK Telecom Co., Ltd, SK Innovation Co., Ltd, Mr. Chen Hao, Mr. Li Jiaqing, Mr. Zhu Linan and Mr. Wang Nengguang, who are Independent Third Parties. As of the Latest Practicable Date, SL Capital Fund I, L.P. holds approximately 2.30% of the total issued shares of the Company.

(c) Wuxi Semi Ark Investment Limited Partnership: Wuxi Semi Ark Investment Limited Partnership is a limited partnership established under the laws of the PRC. Its limited partners are Shanghai Wenxin Enterprise Management Partnership (Limited Partnership) (上海聞芯企業管理合夥企業(有限合夥)) which holds approximately 55% interests therein, Wuxi Guolian Industrial Investment Group Co., Ltd. (無錫國聯實業投資集團有限公司) which holds approximately 29.1% therein, Wuxi Guofa Capital Operation Co., Ltd. (無錫市國發資本運營有限公司) which holds approximately 10% therein, and two other limited partners each holding less than 5% of the interests therein. The general partner of Wuxi Semi Ark Investment Limited Partnership is ultimately controlled by Mr. Zhang Xuezheng, who is an Independent Third Party who holds approximately 0.80% of the total issued shares of the Company as of the Latest Practicable Date through Wen Tian Xia Technology Group Co., Ltd. (聞天下科技集團有限公司). As of the Latest Practicable Date, Wuxi Semi Ark Investment Limited Partnership holds approximately 1.87% of the total issued shares of the Company.

(d) MSA Growth Fund II, L.P.: MSA Growth Fund II, L.P. is an exempted limited partnership duly incorporated under the laws of the Cayman Islands. Its general partner is MSA China Growth Fund II GP, LLC, which is an affiliated entity of MSA Capital. MSA Capital is a global investment firm supporting innovative and disruptive companies in biotechnology, enterprise-facing core technology, and consumer sectors. As of the Latest Practicable Date, MSA Growth Fund II, L.P. holds approximately 1.86% of the total issued shares of the Company.

(e) Beijing Singularity Power Investment Fund L.P. (北京芯動能投資基金(有限合夥)) ("Beijing Singularity Power"): Beijing Singularity Power is a limited partnership established under the laws of the PRC. Its largest limited partners are BOE Technology Group Co., Ltd. (京東方科技集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000725), and China Integrated Circuit Industry Investment Fund Co., Ltd. (國家集成電路產業投資基金股份有限公司), each of whom is an Independent Third Party holding approximately 37.4% interests therein. Each of the rest of the limited partners of Beijing Singularity Power is an Independent Third Party which holds less than one-third of the interests therein. The general partner of Beijing Singularity Power is Beijing Yichen Singularity Investment Center (Limited Partnership) (北京益辰奇點投資中心(有限合夥)), whose largest shareholder is Mr. Wang Jiaheng, an Independent Third Party. As at the Latest Practicable Date, Beijing Singularity Power holds approximately 1.66% of the total issued shares of the Company.

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HISTORY AND CORPORATE STRUCTURE

(f) Wider Link Enterprise Investment Limited (德弘企業投資有限公司) ("Wider Link"): Wider Link is a company incorporated in Hong Kong and is wholly owned by an Independent Third Party. As at the Latest Practicable Date, Wider Link holds approximately 1.57% of the total issued shares of the Company.

(g) Hina Group Fund IX, L.P. ("Hina Group"): Hina Group is an exempted limited partnership incorporated under the laws of the Cayman Islands. The largest limited partner of Hina Group is Hina Group Fund V, L.P., which holds approximately 71.42% interests therein, with two other limited partners each holding less than 20% of the interests therein. Each of the limited partners of Hina Group is an Independent Third Party. The general partner of Hina Group is The Hina Group Holdings, which is ultimately controlled by Mr. Chen Hong, an Independent Third Party. The Hina Group Holdings is a cross-border investment banking and private equity firm in the PRC focusing on investing in companies across a wide variety of sectors including technology, consumption and healthcare. As at the Latest Practicable Date, Hina Group holds approximately 1.51% of the total issued shares of the Company.

(h)

益昌石油技術服務有限公司 (Yick Cheong Petrotech Services Limited)（"益昌"）：益昌为一家在香港注册成立的公司，由一名独立第三方间接全资拥有。于最后实际可行日期，益昌持有本公司已发行股份总数约1.35%。

(i)

Delta Capital Growth Fund II, L.P.（"Delta Capital Fund"）：Delta Capital Fund为根据开曼群岛法律注册成立的豁免有限合伙企业。Delta Capital Fund拥有逾20名有限合伙人，每名有限合伙人均为持有其中少于三分之一权益的独立第三方。Delta Capital Fund为Delta Capital的联属公司，Delta Capital为中国一家早期成长型股权投资基金平台，其投资组合涵盖信息技术、智能制造、医疗健康及消费服务等多个行业。于最后实际可行日期，Delta Capital持有本公司已发行股份总数约1.24%。

(j)

FutureX Lota Limited（"FutureX"）：FutureX为一家在英属维尔京群岛注册成立的有限责任公司，由FutureX ICT Opportunity Fund II LP（"FutureX ICT"）全资拥有，FutureX ICT的普通合伙人为FutureX Innovation II Limited，该公司由独立第三方张倩女士间接全资拥有。FutureX ICT的投资管理人为FutureX Fund Management (Hong Kong) Limited，该公司为一家在香港注册成立的有限责任公司，由张倩女士间接全资拥有。于最后实际可行日期，FutureX持有本公司已发行股份总数约1.23%。

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历史沿革及公司架构

(k)

香港红星美凯龙全球家居有限公司 (Hong Kong Red Star Macalline Universal Home Furnishings Limited)（"香港红星美凯龙"）：香港红星美凯龙为一家在香港注册成立的公司，为红星美凯龙家居集团股份有限公司 (Red Star Macalline Group Corporation Ltd.)（一家于香港联合交易所上市的公司，股票代码：1528）的全资附属公司。于最后实际可行日期，香港红星美凯龙持有本公司已发行股份总数约1.11%。

(l)

上海聚源启泰投资中心（有限合伙）(Shanghai Juyuan Qitai Investment Center (Limited Partnership))（"上海聚源"）：上海聚源为根据中国法律设立的有限合伙企业。其有限合伙人包括中国芯资本（宁波）有限公司（一名独立第三方，持有其中约33%权益）。上海聚源的普通合伙人为聚源（宁波）资本有限责任公司，为一名独立第三方。于最后实际可行日期，上海聚源持有本公司已发行股份总数约0.94%。

(m)

上海吉岫管理咨询合伙企业（有限合伙）(Shanghai Jixiu Management Consulting Limited Partnership)（"上海吉岫"）：上海吉岫为根据中国法律设立的有限合伙企业。其最大有限合伙人为上海丽谅科技贸易有限公司 (Shanghai Liliang Technology Trading Co., Ltd.)（"上海丽谅"），持有其中约64.3%权益，其余有限合伙人各自持有少于10%的权益。上海吉岫的每名有限合伙人均为独立第三方。上海丽谅为丽宸国际有限公司 (Laichen International Co., Limited)的全资附属公司，该公司最终由一名独立第三方控制。上海吉岫的普通合伙人最终由陈永扬先生控制，陈永扬先生为一名独立第三方。于最后实际可行日期，上海吉岫持有本公司已发行股份总数约0.93%。

(n)

江苏国寿疌泉股权投资中心（有限合伙）(Jiangsu Guoshou Jiequan Equity Investment Center (L.P.))（"江苏国寿"）：江苏国寿为根据中国法律设立的有限合伙企业。其最大有限合伙人为中国人寿保险股份有限公司 (China Life Insurance Company Limited)（"中国人寿保险"），该公司于上海证券交易所（股票代码：601628）及香港联合交易所（股票代码：2628.HK）上市，为一名独立第三方，持有其中约60%权益。江苏国寿其余每名有限合伙人均为持有少于三分之一权益的独立第三方。江苏国寿的普通合伙人为中国人寿保险的间接全资附属公司。于最后实际可行日期，江苏国寿持有本公司已发行股份总数约0.93%。

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历史沿革及公司架构

5.

(o)

BITE Direct Fund III LP（"BITE Direct Fund"）：BITE Direct Fund为根据开曼群岛法律注册成立的豁免有限合伙企业。BITE Direct Fund拥有六名有限合伙人，每名有限合伙人均为持有少于三分之一权益的独立第三方。BITE Direct Fund的普通合伙人为BITE Asset Management，该公司最终由独立第三方William Ruderbeck先生控制。于最后实际可行日期，BITE Direct Fund持有本公司已发行股份总数约0.92%。

(p)

HISTORY AND CORPORATE STRUCTURE

Shanghai Jisheng Enterprise Management Consulting Partnership (Limited Partnership) (上海霽盛企業管理諮詢合夥企業(有限合夥)) ("Shanghai Jisheng"): Shanghai Jisheng is a limited partnership established under the laws of the PRC. Its largest limited partner is Qingdao Xinding Kenge Lusan Equity Investment Partnership (Limited Partnership) (青島新鼎啃哥陸叁股權投資合夥企業(有限合夥)) ("Qingdao Xinding") which holds approximately 98.18% interests therein, with the rest of the limited partners each holding less than 1% of the interests therein. Each of the limited partners of Shanghai Jisheng is an Independent Third Party. The general partner of each of Shanghai Jisheng and Qingdao Xinding is Beijing Xinding Rongsheng Capital Management Co., Ltd. (北京新鼎榮盛資本管理有限公司), which is ultimately controlled by Mr. Zhang Chi, an Independent Third Party. As at the Latest Practicable Date, Shanghai Jisheng holds approximately 0.85% of the total issued shares of the Company.

Meaningful investment from Sophisticated Independent Investors

We have received investments from two Pathfinder SIIs, namely the Northern Light SIIs and the Oceanpine SIIs, each having invested in the Group for at least 12 months prior to the first submission of our listing application to the Stock Exchange for the purpose of the Global Offering. In accordance with Chapter 2.5 of the Guide for New Listing Applicants issued by the Stock Exchange, each of the Northern Light SIIs and the Oceanpine SIIs holds more than 3%, and in aggregate more than 10%, of the issued share capital of the Company as of the date of our listing application and throughout the pre-application 12-month period. For details of the ownership percentage of shareholding in our Company's share capital of each of the Sophisticated Independent Investors, see "– Capitalization of Our Company".

As of the Latest Practicable Date, our Sophisticated Independent Investors (as identified above) held, in aggregate, approximately 36.46% in the total issued share capital of our Company. At Listing, such Sophisticated Independent Investors will hold, in aggregate, no less than 15% in the total issued share capital of our Company, assuming that our expected market capitalization at the time of Listing will exceed HK$15 billion.

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HISTORY AND CORPORATE STRUCTURE

OUR VOTING RIGHTS STRUCTURE

The voting rights structure upon completion of the Global Offering

Pursuant to our existing articles, as of the date of this Prospectus, at all general meetings of the Company, Mr. Shan is entitled to a number of votes equal to ten times the total number of the Ordinary Shares and Preferred Shares held by him, and other Shareholders of our Company are entitled to a number of votes equal to the total number of the Ordinary Shares and Preferred Shares held by such Shareholder.

Upon completion of the Global Offering, all Preferred Shares will be converted into Shares on a one-to-one basis. Pursuant to the Articles of Association to be effective upon completion of the Global Offering, the current weighted voting rights structure will cease upon listing and each Share shall be entitled to one vote on a poll at all general meetings of the Company.

For further details, see the "Summary of the Constitution of the Company and Cayman Island Company Law – Summary of the Constitution of the Company – Articles of Association – Voting Rights" in Appendix III to this Prospectus.

The voting trust agreements

Our founders had mutual intention and understanding that Mr. Shan would be primarily responsible for overseeing the overall business development and formulating objectives and strategies in relation to the management and operation of our Group, as such Mr. Liu, Ms. Pan, Ms. Wang, Mr. Xiong Chengyu and Mr. Gu Qun agreed to consolidate and entrust Mr. Shan to exercise their corresponding voting rights in the Company. Pursuant to the respective voting trust agreements entered into by Mr. Shan with Ms. Pan, Ms. Wang, Mr. Liu, Mr. Xiong Chengyu and Mr. Gu Qun on September 19, 2016, August 24, 2020, January 31, 2023 and January 29, 2024 (the "Voting Trust Agreements"), Mr. Shan shall be entitled to exercise the voting rights attached to all Shares held by Ms. Pan, Ruby Wealth (wholly owned by Mr. Liu), New Key Trade (indirectly wholly owned by Mr. Liu's trust), Marvel Stars (wholly owned by Ms. Wang), Mr. Xiong Chengyu and Mr. Gu Qun at Mr. Shan's sole discretion. The Voting Trust Agreements shall continue to be effective following completion of the Global Offering, unless and until termination upon mutual consent.

Participants of the Pre-IPO Share Plan had the mutual intention and understanding that Mr. Shan would be primarily responsible for overseeing the overall business development and they intend to align their interests with the Company's sustainable growth, and therefore, participants who have exercised their options entered into voting trust agreements with Mr. Shan in relation to the voting rights of the Shares they obtained through options exercised. Pursuant to the voting trust agreement entered into by and among Mr. Shan and the independent professional trustee of Excellent Ocean Trust dated June 24, 2024 (the "ESOP Voting Trust Agreement"), Mr. Shan shall be entitled to exercise the voting rights attached to all Shares

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HISTORY AND CORPORATE STRUCTURE

held by Excellent Ocean Trust at Mr. Shan's sole discretion. The ESOP Voting Trust Agreement shall continue to be effective following completion of the Global Offering, unless and until termination upon mutual consent.

Similarly, pursuant to the respective voting trust agreements entered into between each of 88 employees of the Group who in total hold 22,689,107 Shares as of the Latest Practicable Date (collectively, the "Employee Voting Trust Agreements"), Mr. Shan shall be entitled to exercise the voting rights attached to the Shares held by such employees of the Group at Mr. Shan's sole discretion. The Employee Voting Trust Agreements shall continue to be effective following completion of the Global Offering, unless and until termination upon mutual consent.

For diagrams illustrating the corporate and shareholding structure of our Company immediately prior to and following the Global Offering, see "– Corporate Structure".

– 188 –

The following table sets out our shareholding structure (a) as of the date of this Prospectus and (b) immediately upon the completion of the Global Offering (assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis immediately upon the completion of the Global Offering, and (iii) without taking into account any Shares that may further be issued under the Share Plans).

CAPITALIZATION OF OUR COMPANY

HISTORY AND CORPORATE STRUCTURE

| Shareholders | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Northern Light Venture Fund IV, L.P.(2) | 36,492,000 | – | – | – | 6,269,514 | – | – | – | – | 8,054,305 | 50,815,819 | 9.55% | 8.93% | | Mr. Shan(3) | 42,100,000 | 2,000,000 | – | – | – | – | – | – | – | – | 44,100,000 | 8.29% | 7.75% | | Shanghai Jixin(4) | – | – | – | – | – | – | – | 22,519,968 | – | – | 22,519,968 | 4.23% | 3.96% | | Shanghai Ziyue | – | – | – | – | – | – | 9,948,858 | – | 9,686,223 | – | 19,635,081 | 3.69% | 3.45% | | Image Frame Investment (HK) Limited | – | – | – | – | – | – | – | – | 18,771,901 | – | 18,771,901 | 3.53% | 3.30% | | Bright Sapphire Holding Inc | – | – | – | – | – | 18,326,766 | – | – | – | – | 18,326,766 | 3.44% | 3.22% | | Great Bravo | – | – | 14,714,285 | – | – | – | – | – | – | – | 14,714,285 | 2.76% | 2.59% | | Jiaxing Xincan(4) | – | – | – | – | 9,732,525 | – | 4,974,429 | – | – | – | 14,706,954 | 2.76% | 2.58% | | Ruby Wealth(3) | – | – | 100 | – | – | – | – | – | – | – | 100 | 0.00002% | 0.00002% | | New Key Trade(3) | 13,199,900 | 1,500,000 | – | – | – | – | – | – | – | – | 14,699,900 | 2.76% | 2.58% | | Sky Apex Limited | – | – | – | – | – | – | – | – | – | 14,395,664 | 14,395,664 | 2.71% | 2.53% | | Future Industry Fund | – | – | – | – | – | – | – | – | 12,396,098 | – | 12,396,098 | 2.33% | 2.18% | | SL Capital Fund I, L.P. | – | – | – | 2,749,014 | – | 9,503,670 | – | – | – | – | 12,252,684 | 2.30% | 2.15% |

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HISTORY AND CORPORATE STRUCTURE

| Shareholders | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Oceanpine Investment Fund II LP | 10,632,714 | – | – | – | – | – | – | – | – | – | 10,632,714 | 2.00% | 1.87% | | Wuxi Semi Ark Investment Limited Partnership (無錫方舟投資合夥企業(有限合夥)) | – | – | – | – | – | – | – | – | 9,948,858 | – | 9,948,858 | 1.87% | 1.75% | | MSA Growth Fund II, L.P. | 8,300,160 | – | – | – | – | – | 9,890,896 | – | – | – | 9,890,896 | 1.86% | 1.74% | | Beijing Singularity Power Investment Fund L.P. (北京芯動能投資基金(有限合夥)) | – | – | – | 4,872,207 | 4,750,508 | 1,832,676 | – | – | – | – | 8,828,571 | 1.66% | 1.55% | | Wider Link Enterprise Investment Limited (德弘企業投資有限公司) | – | 5,000,000 | – | – | – | – | 5,769,690 | 2,085,767 | – | – | 8,355,457 | 1.57% | 1.47% | | Ms. Pan(3) | – | 2,300,000 | – | – | – | – | – | – | – | – | 8,300,160 | 1.56% | 1.46% | | Hina Group Fund IX, L.P. | – | – | – | – | – | – | – | – | – | 8,061,572 | 8,061,572 | 1.51% | 1.42% | | Yick Cheong Petrotech Services Limited (益昌石油技術服務有限公司) | – | – | 5,885,714 | – | – | – | – | – | – | – | 8,828,571 | 1.66% | 1.55% | | Delta Capital Growth Fund II, L.P. | – | – | – | – | – | – | – | – | 6,524,261 | – | 7,172,207 | 1.35% | 1.26% | | FutureX Lota Limited | – | – | – | – | 4,750,508 | 1,832,676 | – | – | – | – | 6,583,184 | 1.24% | 1.16% | | Hong Kong Red Star Macalline Universal Home Furnishings Limited (香港紅星美凱龍全球家居有限公司) | – | – | – | – | – | – | – | – | 6,524,261 | – | 6,524,261 | 1.23% | 1.15% | | Shanghai Juyuan Qitai Investment Center (Limited Partnership) (上海聚源啟泰投資中心(有限合夥)) | – | – | – | – | – | – | – | – | – | 5,000,000 | 5,000,000 | 0.94% | 0.88% |

– 190 –

HISTORY AND CORPORATE STRUCTURE

| Shareholders | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Shanghai Jixiu Management Consulting Limited Partnership (上海吉岫管理諮詢合夥企業(有限合夥)) | – | – | – | – | – | – | 4,231,777 | – | – | – | – | – | – | | Jiangsu Guoshou Jiequan Equity Investment Center (L.P.) (江蘇國壽疌泉股權投資中心(有限合夥)) | – | – | – | 4,893,166 | – | – | – | – | – | – | – | – | – | | BITE Direct Fund III LP | 2,000,000 | – | – | 4,240,744 | – | – | – | – | – | – | – | – | – | | Marvel Stars(3) | – | – | – | 515,416 | – | – | – | 4,171,533 | – | – | – | – | – | | Shanghai Jisheng Enterprise Management Consulting Partnership (Limited Partnership) (上海霽盛企業管理諮詢合夥企業(有限合夥)) | – | 2,600,000 | – | – | – | – | – | 4,171,533 | – | – | – | – | – | | Beijing Xingtou Youxuan Venture Capital Fund (Limited Partnership) (北京興投優選創業投資基金(有限合夥)) | – | – | – | – | – | – | – | – | – | – | – | – | – | | Yinuo Evergreen Investment Limited Partnership | – | – | 662,143 | – | – | – | – | – | – | – | – | – | – | | Jumbo Sheen Fund No. 6 LP | 3,000,000 | – | – | – | – | – | – | – | – | – | – | – | – | | Wen Tian Xia Technology Group Co., Ltd. (聞天下科技集團有限公司) | – | – | – | – | – | – | – | – | – | – | – | – | – | | Northern Light Strategic Fund IV, L.P.(2) | – | – | – | – | – | – | – | – | – | – | – | – | – | | GCF Prosperity Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | | Mochi Holdings Limited (團智控股有限公司) | – | – | – | – | – | – | – | – | – | – | – | – | – |

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HISTORY AND CORPORATE STRUCTURE

| Shareholders | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Xin Zhi Feng (Wuhan) Private Equity Partnership (LP) (信之風(武漢)股權投資基金合夥企業(有限合夥)) | – | – | – | – | – | – | – | 4,171,533 | – | – | 4,171,533 | 0.78% | 0.73% | | Wingsky Investments Limited | – | – | – | – | – | – | – | – | 4,177,559 | – | 4,177,559 | 0.79% | 0.73% | | Mr. Xiong Chengyu(3) | – | – | – | – | – | – | – | 4,171,533 | – | – | 4,171,533 | 0.78% | 0.73% | | Xiamen Delta Yuecheng Venture Investment Limited Partner (廈門達泰悅城創業投資合夥企業(有限合夥)) | – | – | – | – | – | – | – | – | 4,231,777 | – | 4,231,777 | 0.80% | 0.74% | | GF Beacon Capital Management Limited (廣發燈塔資本管理有限公司) | – | – | – | – | – | – | – | – | – | 4,503,994 | 4,503,994 | 0.85% | 0.79% | | SAIC Technologies Fund II, LLC | – | – | – | – | – | – | – | – | – | 4,318,699 | 4,318,699 | 0.81% | 0.76% | | FutureX Lambda Limited | – | – | – | – | – | – | – | – | – | 4,240,744 | 4,240,744 | 0.80% | 0.75% | | Yangzi Xinzhi Artificial Intelligence Investment Corporation (L.P.) (深圳揚子鑫智人工智能投資企業(有限合夥)) | – | – | – | – | – | – | – | 4,171,533 | – | – | 4,171,533 | 0.78% | 0.73% | | Jiaxing Softfir Wo Jie Venture Capital Fund L.P. (嘉興軟杉沃傑創業投資合夥企業(有限合夥)) | – | – | – | – | – | – | – | – | 4,893,166 | – | 4,893,166 | 0.92% | 0.86% | | Shanghai Zhangjiang Suifeng Innovative Equity Investment Fund Partnership (Limited Partnership) (上海張江燧鋒創新股權投資基金合夥企業(有限合夥)) | – | – | – | – | – | – | – | – | – | 4,974,429 | 4,974,429 | 0.93% | 0.87% |

– 192 –

HISTORY AND CORPORATE STRUCTURE

| Shareholders | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Yangzi Xinhui Artificial Intelligence Investment Corporation (L.P.) (深圳揚子鑫慧人工智能投資企業(有限合夥)) | – | – | – | – | – | – | – | 4,171,533 | – | – | 4,171,533 | 0.78% | 0.73% | | Dragon Speed Limited (訊龍有限公司) | – | 3,000,000 | – | – | – | – | – | – | – | – | 3,000,000 | 0.56% | 0.53% | | Billion Fortune Investment Limited (兆祥投資有限公司) | – | – | – | – | – | – | – | – | – | – | 3,200,330 | 0.60% | 0.56% | | Brilliant Technology Investment Limited (卓輝科技投資有限公司) | – | – | – | – | – | – | – | – | 2,879,133 | – | 2,879,133 | 0.54% | 0.51% | | Shenzhen Runxin Xin Guanxiang Strategic Emerging Industry Private Equity Investment Fund L.P. (深圳潤信新觀象戰略新興產業私募股權投資基金合夥企業(有限合夥)) | – | – | – | 2,748,883 | – | – | – | – | – | – | 2,748,883 | 0.52% | 0.48% | | EI Camino Fund, L.P. | – | – | – | 2,609,688 | – | – | – | – | – | – | 2,609,688 | 0.49% | 0.46% | | Jun Dao SPC Fund | – | – | – | – | – | – | – | – | – | – | – | – | – | | FutureX Gamma Limited | – | – | – | – | – | – | – | 2,920,073 | – | – | 2,920,073 | 0.55% | 0.51% | | Zto Wlm Holding Limited | – | – | – | – | – | – | – | – | 2,487,214 | – | 2,487,214 | 0.47% | 0.44% | | FulScience Automotive Electronics Co., Ltd. (富賽汽車電子有限公司) | – | – | – | – | – | – | – | – | 2,487,214 | – | 2,487,214 | 0.47% | 0.44% | | Suzhou Oriza Puhua Zhixin Equity Investment L.P. (蘇州元禾璞華智芯股權投資合夥企業(有限合夥)) | – | 2,000,000 | – | – | – | – | – | – | – | – | 2,000,000 | 0.38% | 0.35% |

– 193 –

HISTORY AND CORPORATE STRUCTURE

| Shareholders | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Hua Capital Integrated Circuit Fund L.P. | – | – | – | – | – | – | – | – | 1,631,065 | – | 1,631,065 | 0.31% | 0.29% | | Wealth Plus Investments Limited | – | – | – | – | – | – | – | – | 1,631,065 | – | 1,631,065 | 0.31% | 0.29% | | Mr. Gu Qun(3) | – | 1,599,510 | – | – | – | – | – | – | – | – | 1,599,510 | 0.30% | 0.28% | | AchieveSky Co., Limited (香港天集有限公司) | 367,286 | – | 1,177,142 | – | – | – | – | – | – | – | 1,544,428 | 0.29% | 0.27% | | Zaozhuang CICV Intelligent Semiconductor Industry Investment Center (L.P.) (棗莊國汽智能半導體產業投資中心(有限合夥)) | – | – | – | – | – | – | – | – | 1,492,329 | – | 1,492,329 | 0.28% | 0.26% | | Changjiang Industrial Investment Fund Management Co., LTD (長江產業投資私募基金管理有限公司) | – | – | – | 1,374,441 | – | – | – | – | – | – | 1,374,441 | 0.26% | 0.24% | | Fenghe Heron Limited | – | 1,200,000 | 70,000 | – | – | – | – | – | – | – | 1,270,000 | 0.24% | 0.22% | | Glide Expert | – | – | – | – | – | – | – | 1,251,460 | – | – | 1,251,460 | 0.24% | 0.22% | | Boyuan Black Seasome Holdings Limited | – | – | – | – | 1,249,492 | – | – | – | – | – | 1,249,492 | 0.23% | 0.22% | | Wenceslas Holding Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | | Shanghai Shichuan II Intelligent Technology Partnership (L.P.) (上海實川貳智能科技合夥企業(有限合夥)) | – | – | – | – | – | – | – | – | 1,243,607 | – | 1,243,607 | 0.23% | 0.22% | | Shanghai Genilink Yiqu Venture Capital Partnership (Limited Partnership) (上海至臨億曲創業投資合夥企業(有限合夥)) | – | – | – | – | – | – | – | – | 1,243,607 | – | 1,243,607 | 0.23% | 0.22% | | EI Camino Fund Infinity, L.P. | – | – | – | – | – | – | – | – | – | 1,151,653 | 1,151,653 | 0.22% | 0.20% |

– 194 –

HISTORY AND CORPORATE STRUCTURE

Hubei Province Lenovo Yangtze River Science and Technology Industry Fund Partnership (Limited Partnership) (湖北省聯想長江科技產業基金合夥企業(有限合夥)) Yao, Zhiyong Jiaxing Linqing Equity Investment Partnership (L.P.) (嘉興臨慶股權投資合夥企業(有限合夥)) Pacific Creation Limited (創泰有限公司) Jia Yuan Holdings Company Limited (佳遠控股有限公司) China Merchants Group Shareholder (being China Merchants Venture Capital Fund, L.P. (招商局創新投資基金有限合夥)) Northern Light Partners Fund IV, L.P.(2) Lin, Hans Li, Zhongyue High Production Control Investment Optimal Selection No. 2 (Wuhan) Venture Capital Fund Partnership (Limited Partnership) (高投產控優選二號(武漢)創業投資基金合夥企業(有限合夥))

Shareholders

| | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | – | – | – | – | – | – | – | 994,886 | – | – | 994,886 | 0.19% | 0.17% | | | – | – | – | – | – | – | – | 978,639 | – | – | 978,639 | 0.18% | 0.17% | | | – | 508,000 | – | – | – | – | – | – | – | – | 1,094,374 | 0.21% | 0.19% | | | – | – | 1,030,000 | – | – | – | – | – | – | – | 1,030,000 | 0.19% | 0.18% | | | – | – | – | 948,883 | – | – | – | – | – | – | 948,883 | 0.18% | 0.17% | | | – | – | – | 87,277 | – | – | – | – | – | – | 707,400 | 0.13% | 0.12% | | | – | 500,000 | – | – | – | – | – | – | – | – | 588,571 | 0.11% | 0.10% | | | – | – | 112,123 | – | – | – | – | – | – | – | 500,000 | 0.09% | 0.09% | | | – | – | 588,571 | – | – | – | – | – | – | – | 971,142 | 0.18% | 0.17% | | | – | – | – | – | – | – | – | 1,094,374 | 497,443 | – | 497,443 | 0.09% | 0.09% |

– 195 –

HISTORY AND CORPORATE STRUCTURE

Beijing Zhixin Xinyuan Equity Investment Partnership (L.P.) (北京置信信遠股權投資合夥企業(有限合夥)) Zhuhai Jiaoda Hanyuan Xuanhuai Investment Partnership (L.P.) (珠海交大菡源宣懷投資合夥企業(有限合夥)) Lcon International Limited (樂康國際有限公司) Nantong Feima Equity Investment Center (L.P.) (南通飛馬股權投資中心(有限合夥)) Excellent Ocean Trust(5) Shares held by 88 employees of the Group(6)

Shareholders

| | Ordinary Shares | Series A Preferred Shares | Series A-1 Preferred Shares | Series B-1 Preferred Shares | Series B-2 Preferred Shares | Series B-3 Preferred Shares | Series B-4 Preferred Shares | Series B+ Preferred Shares | Series C Preferred Shares | Series C+ Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage as of the date of this Prospectus | Aggregate ownership percentage upon completion of the Global Offering(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | – | – | – | – | – | – | – | – | 497,443 | – | 497,443 | 0.09% | 0.09% | | | – | – | 294,286 | – | – | – | – | – | – | – | 294,286 | 0.06% | 0.05% | | | – | – | – | 24,187,308 | – | – | – | – | – | – | 24,187,308 | 4.55% | 4.25% | | | – | – | – | 22,689,107 | – | – | – | – | – | – | 22,689,107 | 4.26% | 3.99% | | | – | – | – | – | – | – | – | – | 248,721 | – | 248,721 | 0.05% | 0.04% | | | – | – | – | – | – | – | – | – | – | 66,314,154 | 22,689,107 | 4.26% | 3.99% |

| | 117,876,415 | 71,000,000 | 42,388,282 | 54,977,656 | 37,000,000 | 6,000,000 | 24,557,864 | 23,959,003 | 49,315,790 | 75,780,089 | 532,169,253 | 100% | – | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Total as of the date of this Prospectus | | | | | | | | | | | 532,169,253 | 100% | – | | Other Shareholders from the Global Offering | – | – | – | – | – | – | – | – | – | – | 37,000,000 | – | 6.50% | | Total upon the completion of the Global Offering | | | | | | | | | | | 569,169,253 | – | 100% |

– 196 –

HISTORY AND CORPORATE STRUCTURE

Notes:

(1) Assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) all Preferred Shares have been converted into Shares on a one-to-one basis immediately upon the completion of the Global Offering, (iii) without taking into account any Shares that may further be issued under the Share Plans, and (iv) none of the existing shareholders subscribe at the Global Offering.

(2) Each of Northern Light Venture Fund IV, L.P., Northern Light Strategic Fund IV, L.P. and Northern Light Partners Fund IV, L.P. is ultimately managed by the Northern Light Venture Capital.

(3) Pursuant to the Voting Trust Agreements, Mr. Shan shall be entitled to exercise the voting rights attached to all Shares held by Ms. Pan, Ruby Wealth, New Key Trade, Marvel Stars, Mr. Xiong Chengyu and Mr. Gu Qun at Mr. Shan's sole discretion. For details of our voting rights structure, see "– Our Voting Rights Structure".

(4) Each of Shanghai Jixin and Jiaxing Xincan is ultimately managed by SummitView Capital.

(5) Pursuant to the ESOP Voting Trust Agreement, Mr. Shan shall be entitled to exercise the voting rights attached to all Shares held by Excellent Ocean Trust at Mr. Shan's sole discretion. For details of our voting rights structure, see "– Our Voting Rights Structure".

(6) Pursuant to the Employee Voting Trust Agreements, Mr. Shan shall be entitled to exercise the voting rights attached to the 22,689,107 Shares held by the 88 employees of the Group at Mr. Shan's sole discretion. For details of our voting rights structure, see "– Our Voting Rights Structure".

– 197 –

HISTORY AND CORPORATE STRUCTURE

PUBLIC FLOAT

Upon completion of the Global Offering, the Shares held by certain Shareholders who are our core connected persons will not be counted towards the public float. Details of these Shareholders are set out below:

| Shareholders who are our core connected persons that will not be counted towards the public float | Shareholding percentage of the issued share capital of the Company immediately upon the completion of the Global Offering(1) | |---|---| | Mr. Shan(2)(3) | 7.75% | | Ms. Pan(3) | 1.46% | | Ruby Wealth(3) | 0.00002% | | New Key Trade(3) | 2.58% | | Marvel Stars(3) | 0.81% | | Mr. Xiong Chengyu(3) | 0.56% | | Mr. Gu Qun(3) | 0.28% | | Excellent Ocean Trust(4) | 4.25% | | 88 employees holding 22,689,107 Shares(5) | 3.99% |

Notes: (1)

Assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis immediately upon the completion of the Global Offering, and (iii) without taking into account any Shares that may further be issued under the Share Plans.

(2)

Mr. Shan is our founder, chairman of our Board, executive Director and chief executive officer.

(3)

Pursuant to the Voting Trust Agreements, Mr. Shan shall be entitled to, at his sole discretion, exercise the voting rights attached to all Shares held by Ms. Pan, Ruby Wealth, New Key Trade, Marvel Stars, Mr. Xiong Chengyu and Mr. Gu Qun. For details of our voting rights structure, see "– Our Voting Rights Structure".

(4)

In light of the ESOP Voting Trust Agreement, Mr. Shan is deemed to be interested in the 24,187,308 Shares held by Excellent Ocean Trust. As such, Excellent Ocean Trust is not considered as a member of "public" for the purpose of Rule 8.24 of the Listing Rules. For details of our voting rights structure, see "– Our Voting Rights Structure".

(5)

In light of the Employee Voting Trust Agreements, Mr. Shan is deemed to be interested in such 22,689,107 Shares. As such, these Shares will not be considered as "public" for the purpose of Rule 8.24 of the Listing Rules. For details of our voting rights structure, see "– Our Voting Rights Structure".

除上文所述外，（1）其他股东于上市时均不会成为本公司的核心关联人士（定义见上市规则），因此所有其他现有股东持有的股份将计入公众持股量；及（2）于全球发售完成后（假设（i）发售规模调整选择权及超额配股权均未获行使，（ii）所有优先股于全球发售完成后即时以一换一的比例转换为股份，及（iii）不计及可能根据股份计划进一步发行的任何股份），所有其他现有股东及全球发售的其他股东将合共持有445,792,838股股份（占本公司已发行股本约78.32%），全部将计入公众持股量。 – 198 –

历史及公司架构 此外，根据上市规则第18C.10条，特专科技公司须确保于上市时在联交所上市的全部已发行股份总数中，市值至少达600,000,000港元的股份不受任何出售限制（无论根据合约、上市规则、适用法律或其他规定）。根据上文所述，预计紧随全球发售完成后，在联交所上市的股份中，市值约1,001,900,000港元的股份于上市时不受任何出售限制（假设发售价为每股发售股份29.15港元，即指示性发售价范围的中位数）。因此，本公司将能够符合上市规则第8.08条及第18C.10条的最低公众持股量规定。

禁售期

下表列出根据上市规则第18C.14条须连同其各自紧密联系人受禁售规定约束的人士名单：

| 姓名/名称 | 身份 | 紧随全球发售完成后即时持有的股份总数(1) | 紧随全球发售完成后本公司已发行股本总额中的合计持股百分比(1) | 商业公司的禁售期 | |---|---|---|---|---| | 关键人士 | | | | | | 单先生及其紧密联系人 | | | | | | 单先生 | 创始人、董事会主席、执行董事及首席执行官 | 44,100,000 | 7.75% | 自本招股章程披露其持股的参考日期起至上市日期起计12个月届满之日（即2025年8月7日）止的期间。 | | 潘女士 | 单先生的紧密联系人 | 8,300,160 | 1.46% | | | Ruby Wealth | 其他(3)(4)(5) | 100 | 0.00002% | | | New Key Trade | | 14,699,900 | 2.58% | | | Marvel Stars | | 4,600,000 | 0.81% | | | 熊成宇先生 | | 3,200,330 | 0.56% | | | 顾群先生 | | 1,599,510 | 0.28% | | | Excellent Ocean Trust | | 24,187,308 | 4.25% | | | 已行使购股权的集团88名员工 | | 22,689,107 | 3.99% | | | 刘先生及其紧密联系人 | | | | | | 刘先生 | 创始人、执行董事及总裁 | 14,700,000 | 2.58% | | | Ruby Wealth | 刘先生的紧密联系人 | 100 | 0.00002% | | | New Key Trade | | 14,699,900 | 2.58% | |

– 199 –

历史及公司架构

| 姓名/名称 | 身份 | 紧随全球发售完成后即时持有的股份总数(1) | 紧随全球发售完成后本公司已发行股本总额中的合计持股百分比(1) | 商业公司的禁售期 | |---|---|---|---|---| | 北极光战略投资方 | | | | | | Northern Light Venture Fund IV, L.P. | Pathfinder SII | 50,815,819 | 8.93% | 自本招股章程披露其持股的参考日期起至上市日期起计六个月届满之日（即2025年2月7日）止的期间。 | | Northern Light Strategic Fund IV, L.P. | | 4,177,559 | 0.73% | | | Northern Light Partners Fund IV, L.P. | | 707,400 | 0.12% | | | 海松资本战略投资方 | | | | | | Oceanpine Investment Fund II LP | Pathfinder SII | 10,632,714 | 1.87% | | | Bright Sapphire Holding Inc | | 18,326,766 | 3.22% | |

注： (1)

假设（i）发售规模调整选择权及超额配股权均未获行使，（ii）所有优先股于全球发售完成后即时以一换一的比例转换为股份，及（iii）不计及可能根据股份计划进一步发行的任何股份。

(2)

CORPORATE STRUCTURE

HISTORY AND CORPORATE STRUCTURE

以下图表说明了全球发售完成前本公司的简化企业及股权结构：

全球发售完成前的企业结构

就本招股说明书而言，在本公司的所有股东大会上，单记章先生有权行使等于其本人持有的普通股及优先股总数十倍的投票权，而本公司其他股东有权行使等于其持有的普通股及优先股总数的投票权。有关我们投票权结构的详情，请参阅「– 我们的投票权结构」。上图说明了本公司的所有权情况，未考虑加权投票权结构，该结构目前有效，但将于上市时终止。

根据投票权信托协议，单记章先生有权自行决定行使潘女士、Ruby Wealth、新键贸易、Marvel Stars、熊承宇先生及顾群先生所持所有股份的投票权。有关我们投票权结构的详情，请参阅「– 我们的投票权结构」。

有关其他上市前股东的详情，请参阅上文「– 上市前投资」及「– 本公司资本化」。

Excellent Ocean Trust是一个由独立专业受托人管理的信托，用于管理根据上市前股份计划授予12名被授权人的期权，该等期权对应上市前股份计划项下156,847,868股股份中的24,187,308股股份。有关上市前股份计划的详情，请参阅本招股说明书「历史及企业结构 – 本公司主要股权变动 – 5. 股份激励计划」及「附录四 – 法定及一般资料 – D. 股份激励计划 – 1. 上市前股份计划」。

---

我们负责ASIC设计的副总裁熊承宇先生是负责我们技术运营及/或专家技术产品研发的关键人员，根据《上市规则》第18C.14条须受禁售规定的约束。

(3)

Ruby Wealth由刘先生全资拥有，而新键贸易最终由刘先生的信托持有，其受益人为刘先生及Ruby Wealth。根据单记章先生、刘先生、潘女士、王女士、熊承宇先生及顾群先生分别于2016年9月19日、2020年8月24日、2023年1月31日及2024年1月29日订立的投票权信托协议（「投票权信托协议」），单记章先生有权自行决定行使潘女士、Ruby Wealth、新键贸易、Marvel Stars、熊承宇先生及顾群先生所持所有股份的投票权。投票权信托协议于全球发售完成后将继续有效。详情请参阅「– 我们的投票权结构 – 投票权信托协议」。

(4)

单记章先生有权自行决定行使Excellent Ocean Trust所持所有股份的投票权。详情请参阅「– 我们的投票权结构 – 投票权信托协议」。

(5)

单记章先生有权自行决定行使本集团88名员工所持22,689,107股股份的投票权。详情请参阅「– 我们的投票权结构 – 投票权信托协议」。上述88名员工中，其中一名员工，即我们负责ASIC设计的副总裁熊承宇先生，除其直接持有的3,200,330股股份外，还持有524,332股股份，占全球发售完成后本公司已发行总股本的0.09%。熊承宇先生是负责我们技术运营及/或专家技术产品研发的关键人员，根据《上市规则》第18C.14条须受禁售规定的约束。

单记章先生被视为对本公司已发行总股本约23.18%的股份持有权益，并有权就本公司行使合共约56.00%的投票权（截至本招股说明书日期）。截至本招股说明书日期，单记章先生作为本公司控股股东（定义见《上市规则》），根据《上市规则》第18C.13条须受禁售规定的约束，直至本公司于上市后加权投票权结构终止后，其不再成为本公司控股股东为止。

– 200 –

8.29%

单记章先生(1)(2)

0.00002%

Ruby Wealth(2)

100%

刘先生

– 201 – 上海博悠 （中国）

100%

黑芝麻上海 （中国）

100%

黑芝麻美国 （美国）

100%

2.76%

新键贸易(2)

100%

1.56%

潘女士(2)

黑芝麻成都 （中国）

100%

0.60%

0.86%

Marvel Stars(2)

100%

王女士

0.30%

顾群先生(2)

100%

黑芝麻深圳 （中国）

100%

黑芝麻武汉 （中国）

100%

黑芝麻香港 （香港）

100%

本公司（开曼群岛）

Dark Benne （香港）

熊承宇先生(2)

100%

黑芝麻重庆 （中国）

100%

100%

境内

境外

黑芝麻创新 （香港）

4.26%

88名个人股东（本集团员工）(5)

武汉黑芝麻智能 （中国）

100%

4.55%

Excellent Ocean Trust （员工持股计划平台）(4)

黑芝麻新加坡 （新加坡）

黑芝麻北京 （中国）

100%

0.24%

Glide Expert

100%

杜浩先生

黑芝麻知识产权 （新加坡）

100%

76.58%

其他上市前投资者(3)

HISTORY AND CORPORATE STRUCTURE

PRC REGULATORY REQUIREMENTS

M&A Rules

According to the Regulations on Merger with and Acquisition of Domestic Enterprises by Foreign Investors (《关于外国投资者并购境内企业的规定》) (the "M&A Rules") jointly issued by the MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the SAT, the CSRC, SAIC and the SAFE on August 8, 2006, effective as of September 8, 2006 and amended on June 22, 2009, merger and acquisition of domestic enterprises by foreign investors means (1) acquiring the equity of a domestic enterprise so as to convert the domestic enterprise into a foreign-invested enterprise; (2) subscribing the increased capital of a domestic enterprise so as to convert the domestic enterprise into a foreign-invested enterprise; (3) establishing a foreign-invested enterprise through which it purchases the assets of a domestic enterprise and operates these assets; or (4) purchasing the assets of a domestic enterprise, and then investing such assets to establish a foreign-invested enterprise (collectively the "Regulated Activities"). The M&A Rules, among other things, further purport to require that an offshore special purpose vehicle, formed for purposes of overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange.

Our PRC Legal Advisor is of the opinion that, based on its understanding of the current PRC laws and regulations, each of the prior CSRC approval for the Global Offering and MOFCOM approval under the M&A Rules is not required because our subsidiaries in the PRC were established or acquired by us without involving any Regulated Activities as defined under the M&A Rules.

SAFE Registration in the PRC

Pursuant to the SAFE Circular 37, promulgated by SAFE and became effective on July 4, 2014, a PRC resident must register with the local SAFE branch in connection with their contribution of legitimate offshore or domestic assets or equity interests in an overseas special purpose vehicle (the "Overseas SPV") that is directly established or indirectly controlled by the PRC resident for the purpose of conducting overseas investment or financing. Pursuant to SAFE Circular 37, failure to comply with these registration procedures may result in penalties. In addition, due to such failure to comply with the registration procedures, the PRC subsidiaries of that Overseas SPV may be prohibited from distributing their profits and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities, and the Overseas SPV and its offshore subsidiary may be restricted in their ability to contribute additional capital to their PRC subsidiaries.

Pursuant to the Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment (《国家外汇管理局关于进一步简化和改进直接投资外汇管理政策的通知》), promulgated by SAFE and effective on June 1, 2015, the power to accept SAFE registration was delegated from local SAFE to qualified banks.

As advised by our PRC Legal Advisor, Mr. Liu who is a PRC resident has completed the registration as required by SAFE Circular 37 and SAFE Circular 13.

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BUSINESS WHO WE ARE We are an automotive-grade computing SoC and SoC-based intelligent vehicle solution provider with a mission to drive the future of mobility with chips. SoC is an integrated circuit that integrates key electronic components including central processing units, memories, I/O interfaces and others. Automotive-grade computing SoCs empower intelligent vehicles with mission-critical capabilities. SoC-based intelligent vehicle solutions integrate SoCs embedded with our in-house developed IP cores of ISP and NPU, algorithms and support software of middleware and toolchain to meet broad customer needs. We have designed two series of automotive-grade SoCs, the Huashan Series high-computing power SoCs and the Wudang Series cross-domain SoCs. We started with and commercialized the Huashan Series high-computing power SoCs focusing on autonomous driving applications and recently introduced the Wudang Series cross-domain SoCs to expand from the core autonomous driving functions to cover more diverse and sophisticated demands for advanced functionalities of intelligent vehicles such as smart cockpit and automotive gateway, all achieved on a single SoC. Operating in the midstream of autonomous driving value chain as a Tier 2 supplier, we provide autonomous driving products and solutions in the form of bundled SoC-based solutions and algorithm-based solutions. In terms of shipment of automotive-grade high-computing power SoCs in 2023, we are the third largest provider globally, according to Frost & Sullivan.

Autonomous driving systems are a complex integral part of vehicles, so, automotive OEMs tend to adopt and stick with a few technology platforms for vehicle models at the same automation level. This improves efficiency and avoids high switching costs, resulting in automotive OEMs and Tier 1 suppliers forming long-term anchored partnerships with selected Tier 2 suppliers of autonomous driving SoC. Currently, most passenger vehicles are at automation levels up to L2+, both in China and globally. This is expected to remain so for the next few years due to technological, regulatory, safety, cost and social challenges, according to Frost & Sullivan. We strategically prioritize L2 to L3 products at this stage, recognizing that product-market fit is crucial for commercial success. Based on our outstanding products and customer recognition:

• We had design wins for 23 vehicle models with 16 automotive OEMs and Tier 1 suppliers, as of the Latest Practicable Date.

• We started mass-production of Huashan A1000/A1000L SoCs in 2022. We shipped a total of over 156,000 units of our SoC products as of March 31, 2024.

• We announced our Wudang Series cross-domain SoCs in April 2023, the first in the industry to integrate autonomous driving, smart cockpit, body control and other computational domains, according to Frost & Sullivan.

• Our customer base grew from 45 in 2021 to 85 in 2023. We had 21 customers in the three months ended March 31, 2024. We had partnered with over 49 OEMs and Tier 1 suppliers such as FAW Group, Dongfeng, JAC, HYCAN, ECARX, Baidu, Bosch, ZF Group and Marelli as of the Latest Practicable Date.

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We grew significantly during the Track Record Period. In 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, our revenue was RMB60.5 million, RMB165.4 million, RMB312.4 million, RMB29.3 million and RMB27.5 million, respectively. With mass production of our SoCs and continued iteration and advancement of our solutions, we expect to capture the vast market opportunities in the foreseeable future. See "– Our Products and Solutions – Commercialization."

Our Offerings Underpinned by Strong R&D

We focus on developing automotive-grade SoCs:

Huashan Series

• A1000. We launched A1000 in June 2020 with mass-production in 2022. A1000 offers 58 TOPS computing power on INT8. It is the first high-computing power autonomous driving SoC with proprietary IP cores developed and launched in China and the first SoC for L2+ and L3 with ASIL-B and AEC-Q100 Grade 2 certification in China, according to Frost & Sullivan.

• A1000L. A1000L was also launched in June 2020 and mass-produced in 2022, designed for L2 and L2+ autonomous driving and is ASIL-B and AEC-Q100 Grade 2 certified. A1000L offers 16 TOPS computing power on INT8.

• A1000 Pro. We launched A1000 Pro in April 2021 for L3 autonomous driving. A1000 Pro offers 106+ TOPS computing power on INT8. Being the first autonomous driving SoC with over 100 TOPS computing power developed and launched in China, it offers the highest computing power on INT8 among its peers in China, according to Frost & Sullivan.

In addition, targeting L3 and beyond, we are in the process of developing A2000 with a designed computing power of 250+ TOPS, one of the highest in the world among automotive-grade SoCs, according to Frost & Sullivan.

Wudang Series

• C1200. We announced C1200 in April 2023, a cross-domain SoC that integrates autonomous driving, smart cockpit, body control and other computational functionalities, providing an innovative and cost-effective computing solution for intelligent vehicles.

In addition to our proprietary SoCs, we also offer autonomous driving support software to enable customization by customers in developing and deploying their applications on the SoCs:

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Software

• Operating System Support. Our self-developed drivers and operating systems for SoCs offer comprehensive compatibility with various applications in intelligent vehicles.

• Hanhai ADSP Middleware. This platform assists customers in rapidly migrating and deploying applications, and is widely applicable to autonomous driving and V2X application scenarios.

• Perception Algorithms. Our advanced neural network visual perception algorithms fundamentally enhance image processing capabilities for autonomous driving.

BUSINESS

自动驾驶汽车严重依赖计算SoC的使用，这些SoC集成了全面的软硬件堆栈，以完成实现自动驾驶所需的复杂任务。鉴于汽车OEM对更高算力和可靠硬件的需求不断提升，拥有经过验证产品的领先SoC厂商预计将在未来几年占据更大的市场份额——这是其随着市场向更高级别驾驶自动化演进而进一步巩固和扩大市场领导地位的关键阶段。

根据弗若斯特沙利文（Frost & Sullivan）的数据，全球汽车级SoC市场规模预计将从2023年的人民币579亿元增长至2028年的人民币2,053亿元，期间复合年增长率为28.8%。

根据弗若斯特沙利文的数据，中国新能源汽车销量预计将于2024年达到约1,100万辆，位居全球新能源汽车市场首位。由于新能源汽车通常具备比燃油车更强的智能化能力，尤其是在驾驶自动化方面，中国自动驾驶汽车市场是全球规模最大、增速最快的市场，这推动了高算力SoC的前沿应用以及自动驾驶技术的快速发展。

根据弗若斯特沙利文的数据，2023年至2028年间，中国自动驾驶汽车销量预计约占全球市场的三分之一，同期中国汽车级SoC市场规模约占全球的40%。根据弗若斯特沙利文的数据，中国在ADAS及自动驾驶技术应用方面处于全球领先地位。受自动驾驶汽车销量增长、单车SoC价值提升以及利好政府政策驱动，中国高算力汽车级SoC的出货量大幅增长，2023年达到150万颗，约占2023年全球出货量的90%。

V2X已成为智能出行的核心功能。智能道路项目试点计划的进一步扩大以及潜在的商业化落地，预计将为高算力SoC带来额外的市场机遇。

根据弗若斯特沙利文的数据，全球基于SoC的智能道路解决方案市场规模预计将于2026年达到约人民币148亿元，并进一步增长至2030年的人民币392亿元。

市场进入壁垒

传统汽车MCU无法满足高级自动驾驶对高算力的需求以及智能汽车跨域计算的需求。自动驾驶及智能汽车诸多智能功能的实现，需要下一代汽车级SoC的支持。

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智能汽车的车规级SoC是一个新兴且快速增长的市场，具有技术和其他方面的高进入壁垒。车规级SoC产品及解决方案的开发需要在尖端技术的研发与应用方面投入大量资源与努力，同时需要具备行业洞察力的专业人才。从启动SoC开发到实现量产，通常需要四至五年时间。先发优势至关重要，因为汽车整车厂倾向于与数量有限、技术与产品经过验证的SoC供应商合作，以提高效率并避免高昂的切换成本。因此，领先的SoC企业有望凭借客户认可和产品可靠性，随着市场向更高级别驾驶自动化演进，进一步巩固并扩大其领先地位，获取更大的市场份额。

中国智能汽车市场竞争激烈、创新不断。中国的汽车整车厂及一级供应商要求SoC供应商真正理解并及时满足其开发和推出具备更优自动驾驶及其他智能功能新车型的需求。只有那些不仅掌握尖端技术，还具备深刻本土洞察力并采用以客户为中心方法的企业，才有望成为优选的SoC合作伙伴和供应商。

我们的价值主张

产品与市场的契合

我们开发车规级SoC及解决方案，提供契合市场需求的产品。基于对自动驾驶技术及市场演进趋势的认识，并充分利用我们的行业专业知识，我们从战略层面设计产品组合，以把握主流市场需求，同时为新兴机遇提供的增长潜力做好布局。

我们从L2至L3产品起步，目前亦专注于此，与汽车行业的发展演进保持一致。汽车整车厂致力于将L2或L2+驾驶自动化功能融入其主流车型。凭借战略前瞻性，我们亦在开发更高级别的自动化及跨域计算产品，以期把握新兴机遇。在SoC产品开发过程中，我们在算力、功耗、成本和适应性之间寻求平衡。我们的产品不仅具备先进的技术能力，同时经过专门设计以实现高度适应性，便于大规模部署。

我们致力于提供卓越的功能，同时帮助汽车整车厂降低E/E架构及驾驶自动化方面的成本。我们从自动驾驶整体应用的视角审视我们的产品和解决方案，致力于为客户提供系统级优化，而非仅仅着眼于芯片本身的成本效益。

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持续创新

我们致力于从第一天起就提供最优技术，并通过在车规级SoC每个关键方面的持续创新不懈追求这一目标。我们以自动驾驶为初始重点，自主开发并商业化了核心算法和技术。我们亦在将这些能力延伸至智能车辆的智能座舱、高级影像及其他产品领域。

我们的专有技术，包括ISP和NPU，提供强大的感知和计算功能。这些核心技术持续经过精炼和迭代，以提升性能。我们创建了自有SoC设计，以确保适应性，尤其是在功耗、性能和成本方面。这使我们在市场上形成差异化优势，因为我们具备更强的能力来定制和改进自动驾驶功能，以满足不断演变的客户需求。

我们的技术、设计和流程通过多种方式受到保护。请参阅"——知识产权"。截至最后实际可行日期，我们的知识产权组合包括在中国的178项专利及专利申请，以及在海外的118项专利及专利申请。

以客户为中心的方法

我们开放且易于部署的技术平台为本土汽车整车厂提供了大幅增强的灵活性，使其能够按照自身偏好在我们的SoC上开发和迭代自有技术及应用。

我们提供从L2到L3及更高级别的车规级SoC和解决方案，支持跨自动化级别的多样化应用场景。在全面技术能力的基础上，我们可进一步实现软硬件解耦，通过单独提供SoC以及配套算法、软件和解决方案，即便不嵌入我们自有软件，也能确保同样流畅的用户体验。我们还提供辅助服务，包括面向汽车整车厂和一级供应商的联合软件研发和咨询服务，以及影像精调服务，以提供完整的产品与服务体系。

安全与可靠性

我们高度重视使用我们SoC和解决方案的自动驾驶车辆的安全性。我们的自动驾驶SoC经过设计和生产，符合车规级标准。我们的产品及研发流程通过了多项业界认可的安全与可靠性认证和测试，包括：

• 我们的研发流程整体通过ISO 9001认证，SoC和软件流程分别通过ISO 26262 ASIL-D和ASPICE认证；

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BUSINESS

• A1000系列SoC符合ISO 26262 ASIL-B标准，通过AEC-Q100 2级认证，并符合RoHS、HF和REACH等环保指令及适用法律法规；以及

• C1200 SoC符合一系列高级别安全标准，其安全岛设计符合ISO 26262 ASIL-D标准，其安全模块设计达到EVITA全项认证要求。

During the Track Record Period and up to the Latest Practicable Date, there had been no material adverse event occurred in relation to safety or reliability of our products or services.

Our Go-to-Market Strategy

We have established long-term strategic partnerships.

As of the Latest Practicable Date, we had collaborated with over 49 automotive OEMs and Tier 1 suppliers, including global and China leading ones, such as FAW Group, Dongfeng Motor, JAC, Bosch, Marelli and Hirain.

Our relationship with partners has given us a significant edge in the commercialization of our autonomous driving products. For example, we have collaborated with Soterea in autonomous driving solutions since 2020, which enabled us to develop the add-on adaptive safety system, Patronus, and achieve mass deployment across vehicle types. In May 2022, we entered into a strategic partnership with JAC, which would deploy our A1000 SoC along with our algorithms, Shanhai Development Toolchain and Hanhai ADSP middleware platform on its Sihao series models. In December 2022, we announced joint collaboration with Dongfeng Motor to deploy our Huashan A1000 SoCs on its first all-electric sedan and SUV models. In March 2023, we announced cooperation with JICA, an affiliate of ECARX, to install our A1000 SoC on Geely's vehicles. In April 2023, we were designated as Baidu's preferred domestic intelligent vehicle SoC partner and will jointly develop autonomous driving products integrating hardware and software based on Huashan A1000 Series SoCs.

We provide iterative products and services in a more flexible and timely way.

We can provide both SoCs and solutions on an as-needed basis. We have SoCs and SoC-based solutions tailored for different levels of autonomous driving capabilities. We provide SoC samples, FAD platform and testing services before mass production. We have a dedicated team committed to timely and quality delivery of our products and solutions to ensure smooth deployment. Our sales and marketing team, consisting of members with profound insights in both the automotive and semiconductor industries, provides locally accessible professional support to customers. We also offer an open software stack so that it can be adjusted and tailored in an agile manner to meet customers' individualized needs.

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Our devotion to innovation helps us constantly iterate our products and services and strengthen our position as a long-term partner to customers. With our various series of SoCs, we intend to capture cross-sale opportunities and forge deeper relationship with customers and partners.

OUR STRENGTHS

Commitment to Intelligent Vehicle SoCs with Expertise

We are a renowned pioneer in intelligent vehicle SoCs and stand at the forefront of the industry, having consistently achieved "first-in-class" milestones in technologies and products. According to Frost & Sullivan:

•

We were the first to initiate the mass-production of autonomous driving SoCs with high computing power (50+ TOPS). We also spearheaded the launch of autonomous driving SoCs with 100+ TOPS in China.

•

We are one of the few providers of autonomous driving SoCs that own self- developed, automotive-grade IP cores.

•

We were among the first companies in China to engineer a single chip solution that fully supports both driving and parking functionalities.

•

We were the first to announce an automotive-grade cross-domain computational SoC in China.

•

We are one of the first companies in China to obtain a full suite of automotive-grade certificates, including the ISO 26262 Functional Safety Expert Certificate, ISO 26262 ASIL-D Functional Safety Development Process Certificate, ISO 26262 ASIL-B Functional Safety Product Certificate, and the ASPICE CL2 Certificate.

Leading in the commercialization of autonomous driving SoC-based products, we continue to expand and innovate. In 2020, we were among the industry pioneers for similar products in China by introducing the intelligent driving solution, BEST Drive, and the add-on adaptive safety system, Patronus. The Huashan A1000 Series SoC, which has received widespread customer recognition for its outstanding performance, obtained certifications for entry into the world-class automotive OEMs' factory-installation supply chains. We started mass-production of Huashan A1000 Series and delivered over 25,000 units in 2022, placing us among the top three automotive-grade high-computing power SoC providers globally, according to Frost & Sullivan. We shipped a total of over 156,000 units of our SoC products as of March 31, 2024.

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BUSINESS

Proprietary Critical Technology from Purpose-Driven R&D

We have adopted a purpose-driven approach in developing and applying our proprietary technologies, with a view to building critical SoC-related capabilities for enabling autonomous driving on intelligent vehicles and beyond. Selected illustrations of our proprietary technologies are as follows:

•

Enhanced Vision with Automotive-Grade Image Signal Processor (ISP): Our NeuralIQ ISP is a high-performance imaging solution. It sustains high-quality and multi-mode processing capabilities at high speed, and features cost-effective one-processor-for-multi-cameras solution, multi-mode processing for various types of vehicle sensors at high speed, and high-quality image processing.

•

Intelligence via Automotive Grade NPU with Deep Neural Network Accelerator: Our DynamAI NN engine increases computing efficiency with low power consumption and specialized ASIC structure. It features simultaneous soft- and hardware optimization, multi-array and multi-precision support, and powerful perception capabilities such as recognizing obstacles, traffic signs, and pedestrians under varying environmental conditions.

Our outstanding and systematic R&D capabilities are also evidenced by:

•

BUSINESS

全球人才库：我们在中国设有五个研发中心，并在美国硅谷和新加坡各设有一个研发中心。我们多元化的地域布局和行业领导地位使我们能够在全球范围内吸引专注于前沿技术的人才，并融合最先进的技术。

•

经验丰富且灵活的研发框架：通过主动追踪市场和技术趋势，我们制定长期研发蓝图，以保持显著的竞争优势。此外，我们在项目早期阶段与汽车整车厂（OEM）紧密合作，以更好地评估、适应并满足客户不断变化的需求。我们的研发流程已获得ISO 9001认证，我们的SoC及软件研发流程分别获得ISO 26262 ASIL-D和ASPICE认证。

•

广泛的知识产权组合：截至最后实际可行日期，我们在全球范围内持有133项已注册专利，拥有163项专利申请、两项集成电路布图设计登记、104项软件著作权及176项已注册商标。

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BUSINESS

以客户为中心的产品组合

我们全面的自动驾驶能力建立在我们自主研发的芯片和算法之上。我们自主开发的技术为自动驾驶提供了强大的感知与融合能力，这是使智能汽车感知和理解周围环境并作出适当决策的关键组成部分。我们还在开发智能汽车跨域计算功能的能力和产品。我们完全自主研发的技术组合使我们能够通过软件迭代优化性能，极大地助力我们的客户将"软件定义汽车"的概念付诸实践。

我们丰富的SoC产品组合使我们能够提供针对客户需求量身定制的解决方案，并实现快速商业化。我们通过华山A1000系列SoC为自动驾驶提供高算力SoC解决方案。除旗舰产品A1000 SoC外，A1000L SoC以卓越的性价比覆盖更多应用场景。武当C1200 SoC以单芯片解决方案满足智能汽车的跨域计算需求。我们量产的SoC产品线支持L2至L3自动驾驶，可跨车型部署，以满足广泛的主流需求。这种灵活性有助于我们的客户在系统层面降低成本。我们所有产品的成功商业化推动了营收的快速增长。

此外，凭借我们自主研发的SoC技术，我们为产业价值链上的其他参与者开发了FAD平台。我们与这些合作伙伴的协作从全方位视角提升了供应链效率和生产力，涵盖传感器、芯片、操作系统、应用软件及云端。

我们还开发并商业化了基于SoC的解决方案，包括我们的ADAS及自动驾驶解决方案Best Drive，以及其他为更广泛汽车应用场景设计的解决方案。我们自主研发的附加自适应安全系统Patronus凭借创新的系统设计提供可靠的自适应安全支持，为商用车整车厂及一级供应商提供具有成本效益的解决方案。我们已在车端和路端部署了我们的产品和解决方案。我们的V2X边缘计算解决方案BEST Road面向新兴的路侧自动驾驶解决方案市场，该市场随着智能新能源汽车的日益普及而快速发展。通过这种双平台部署，我们（i）实现了全面的应用场景覆盖，充分发挥了算力升级的潜力；（ii）协助客户进行信息交换与协调；（iii）增强了我们的交叉销售能力。

为定制化和二次开发提供用户友好的开放平台

我们产品对客户的一大吸引力，在于我们的开放平台在客户端定制化和二次开发方面所提供的广泛可能性、灵活性与便利性。我们构建此开放平台旨在帮助汽车整车厂设计并为其自身客户提供差异化产品。

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BUSINESS

汽车整车厂商（OEM）及一级供应商（Tier 1）可从我们提供的软硬件解耦所带来的大幅增强的灵活性中获益，并可利用我们广泛的软件产品，设计和打造其具有差异化特色的产品。我们的芯片与客户自主开发或第三方开发的算法兼容，我们的硬件和软件模块可根据特定客户需求进行定制和重新封装。

我们为客户提供端到端支持，确保我们的产品在其系统上顺畅集成并实现最优功能。我们自主研发的驱动程序和操作系统与第三方应用程序具有广泛的兼容性。含海ADSP中间件平台帮助客户快速迁移和部署应用程序，广泛适用于自动驾驶及V2X应用场景。我们先进的神经网络视觉感知算法从根本上提升了自动驾驶的图像处理能力。这一全面的软件矩阵提高了客户的产品开发效率，降低了开发门槛，并加速了客户自身的产品上市周期。

我们的开发工具链进一步缩短了客户的算法和模型开发周期。2021年4月，我们推出了山海开发工具链，提供全面的开发套件和算法支持，并集成了深度学习参考模型库转换用例。该工具链支持客户敏捷地进行模型迁移、部署和集成。

**覆盖产业价值链的广泛合作伙伴与客户群**

凭借我们的技术领先优势和先发优势，我们已构建并持续丰富一个由逾80家合作伙伴组成的生态系统，涵盖一级供应商、汽车整车厂商、传感器制造商、芯片开发商及软件公司。

截至最后实际可行日期，我们已与众多主要汽车整车厂商展开合作，包括中国第一汽车集团（FAW Group）、上汽集团（SAIC）、东风汽车（Dongfeng）、江淮汽车（JAC），以及博世（Bosch）、亿咖通（ECARX）、经纬恒润（Hirain）等领先一级供应商。截至最后实际可行日期，我们已从16家汽车整车厂商及一级供应商处获得设计定点（design wins）。

- 我们与中国乃至全球最大的汽车整车厂商之一中国第一汽车集团（FAW Group）合作，联合开发集芯片计算系统于一体的红旗自动驾驶平台，并在多款量产车型上实现A1000 SoC的前装量产。

- 我们与Soterea的合作推动了自动驾驶解决方案的迭代升级及自研SoC的市场渗透。通过此次合作，我们在大规模推广自研算法和解决方案、实现顺畅商业化方面处于领先地位。

- 我们与博世（Bosch）携手，战略性地在V2X场景下，于车端及新兴路端同步部署我们的SoC及前沿解决方案。

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BUSINESS

**融合跨行业与市场经验的资深团队**

我们的核心管理团队成员均拥有超过20年的汽车或半导体行业从业经验，或兼具两个行业的经验——这两个行业对于我们技术和产品的开发与商业化至关重要。这种互补的跨行业专业知识与洞察力的组合，对我们的市场定位、产品策略、融资、客户获取及合作拓展具有极高价值。

我们的创始人单记章先生（Mr. Shan）在清华大学获得微电子学学士及硕士学位。单先生在半导体行业拥有超过20年的从业经验，曾担任领先半导体解决方案提供商豪威科技（OmniVision）软件工程部副总裁。凭借在汽车软件和芯片研发领域的丰富经验，他主导开发了全球领先的汽车HDR技术。单先生在全球拥有逾100项注册知识产权。

我们的联合创始人刘少林先生（Mr. Liu）在清华大学获得硕士学位，并在多伦多大学（University of Toronto）取得工商管理硕士（MBA）学位。刘先生在汽车研发和制造领域拥有超过20年的经验。在联合创立黑芝麻智能（Black Sesame）之前，他曾担任博世（Bosch）亚太区底盘制动事业部总裁，负责战略、运营、业务拓展、重组及并购事宜。

我们核心研发团队的每位成员均拥有逾15年的工程行业经验，并曾在博世（Bosch）、豪威科技（OmniVision）、高通（Qualcomm）及中兴通讯（ZTE）等知名科技公司拥有全球工作经验。我们还拥有一支经验丰富的销售团队，能够在汽车及相关行业与客户建立并维护长期合作关系。

**我们的战略**

**持续开发适用于更广泛车内计算场景的智能汽车SoC**

我们致力于在全球范围内吸引专注于前沿技术的更多人才，借助国内外研发中心推动全球技术进步。我们计划持续开发具有卓越能力、引领行业的车规级SoC及IP核。我们的下一代SoC——华山A2000（Huashan A2000）目前正在研发中，预计于2024年推出。我们还在扩展车规级芯片领域的能力，包括武当系列（Wudang Series）跨域SoC的进一步开发与商业化。

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BUSINESS

下表列示了我们智能汽车SoC主要研发项目的预期时间表：

| SoC | 芯片设计 (Chip design) | 预期时间表 (Expected timeframe) — 设计定点 (Design win) | 预期时间表 (Expected timeframe) — 量产 (Mass production) | |---|---|---|---| | C1200 | 2022 | 2024 | 2025 | | A2000 | 2022 | 2025 | 2026 | | 下一代SoC (Next generation SoCs) | 2025 | 2027 | 2028 |

BUSINESS

Before the bidding process for design win, we typically promote our products to automotive OEMs and Tier 1 suppliers through marketing and product functionality introduction. We also adapt our software and hardware to be compatible with other products available in the market through collaboration with Tier 1 suppliers and other partners, establishing an ecosystem incorporating both software and hardware that could be put into operation based on the SoC.

During the bidding process, automotive OEMs will deliver their demand on system architecture, and we will collaborate with Tier 1 suppliers and other ecosystem partners to support the SoC functionality deployment and validation. Tier 1 suppliers will be responsible for the software and hardware development on top of domain controller embedded with our SoC-based solutions to meet automotive OEMs' demand for autonomous driving functions. We would be notified if we are chosen for the project by the end of the bidding process.

After the bidding process, automotive OEMs will start communicating with Tier 1 suppliers on their plans for mass production. After selection of Tier 1 suppliers, the project will be launched in preparation for further development towards mass production. Automotive OEMs will then notify Tier 1 suppliers to issue design win to us.

After the design win, Tier 1 suppliers will notify us the forecast for routine ordering based on automotive OEMs' demand. We will procure raw materials, book contract manufacturers' capacity and deliver the products from contract manufacturers for packaging and testing. After completion of packaging and testing, we will conduct performance inspection and provide SoC development support to Tier 1 suppliers to assist them deploy the relevant autonomous driving functions. We will also procure hardware per customer demand and accomplish the adaptation before final delivery of our solutions to the Tier 1 suppliers, who will then compile the domain controller and deliver to the automotive OEMs.

For algorithm-based solutions, the bidding process is substantially the same as SoC-based solutions except for no SoC procurement. After the design win, we are responsible for the development of algorithms, procurement of third-party hardware and algorithm adaptation. After we pass the performance inspection as required by the customers, we will deliver the solutions to the customers.

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BUSINESS

The following chart illustrates our R&D process:

In-house developed neural network technology

Third-party technology and outsourced R&D(1) (Outsourced IP cores + software tools)

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BUSINESS

Our comprehensive product portfolio is built on our in-house developed technologies, mainly neural network technology supporting our proprietary NPU responsible for accelerated inference of AI algorithms for computer vision and improvement of computational efficiency, and intelligent imaging technology supporting our proprietary ISP responsible for reception of camera inputs and optimization of video quality. Leveraging such technologies, we are able to build critical SoC-related capabilities for enabling autonomous driving on intelligent vehicles and provide quality autonomous driving products and solutions to OEMs and Tier 1 Suppliers. In addition, drawing from our intelligent imaging technology capabilities accumulated in providing autonomous driving solutions, we offer high-end consumer electronics manufacturers and intelligent electronic providers with quality intelligent imaging solutions that empower a broad range of their devices to facilitate intelligent perception and content enhancement through algorithms.

Our material intellectual property rights cover technical areas such as autonomous driving algorithms, image compression and vehicle safety. We believe that and our PRC Legal Advisor confirms that we had sufficient intellectual property protection in place to cover the material aspects of each of our major Specialist Technology products or solutions as of the Latest Practicable Date. The table below sets forth the key intellectual property rights corresponding to the core technologies applied in our Specialist Technology Products:

| Specialist Technology Products | Core Technology | Patent/Patent Application | Specialist Technology Product Category | Type of Application Scenario | Target Customers | Key Functions | Status | |---|---|---|---|---|---|---|---| | Autonomous driving solutions | 6V traveling sensing algorithm | US 11490064 B2; 2020-1027-8360.3; 2022-1068-1653.5; 2021-1017-9411.1; US 11281915 B2; 17543978 | Autonomous driving | Identification of key traffic-related targets including lane markings, traffic signs, traffic lights, automobiles and pedestrians | Tier 1 suppliers | Identification of key traffic-related targets including lane markings, traffic signs, traffic lights, automobiles and pedestrians | Incorporated into autonomous driving solutions | | | Around view parking sensing algorithm | US 10867192 B1; 17703509 | Autonomous parking | Detection of obstacles around the parking lot and automobile | | Detection of obstacles around the parking lot and automobile | | | | Compression of perceptual models | 2020-1027-4418.7; US 11507823 B2; 2021-1060-1650.1 | SoCs and Autonomous Driving Solutions | Autonomous driving and parking | | Near lossless compression algorithm for image data; Compression of large perceptual models with no loss | | | A2000 | ISP algorithms optimized for in-vehicle applications | 2021-1089-3086.5; 2021-1109-5200.6; 2022-1021-6127.1; 2022-1064-7760.6; 2022-1128-9652.2; 2022-1073-5115.X | SoCs and algorithms | Embedded in the relevant products | | Optimized ISP algorithms integrated on small-sized SoCs supporting parallel access to multiple HDR sensors; Near lossless compression of image data to save storage | To be mass produced with A2000 |

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BUSINESS

| Specialist Technology Products | Core Technology | Patent/Patent Application | Specialist Technology Product Category | Type of Application Scenario | Target Customers | Key Functions | Status | |---|---|---|---|---|---|---|---| | A1000 | Computer vision | 2022-1086-3882.9; 2018-1084-6324.5; 2019-1036-7735.0; 2019-1030-3852.0; 2021-1057-2369.X; US 11425304 B1; US 11516439 B1; US 11425304 B1; US 11281915 B2 | | Computer vision optimization algorithms based on dual or multiple cameras | | Computer vision optimization algorithms based on dual or multiple cameras | Incorporated into A1000 | | | Inline and offline mode support | | | Cost-efficient solutions for both inline and offline operations of ISP; Optimized offline image processing based on low bandwidth | | Cost-efficient solutions for both inline and offline operations of ISP; Optimized offline image processing based on low bandwidth | | | | Cache based offline processing modules | 2022-1086-3872.5 | | | | | |

We confirm that all of the above listed intellectual property rights are significant for carrying out the key functions of our Specialist Technology Products, and, as of the Latest Practicable Date, no other material intellectual property rights are directly applied in our Specialist Technology Products. We also procure IP cores including CPU/GPU IP cores and interface IPs, and EDA tools including network interface units (NIU) and version control systems (VCS) from reputable third-party technology providers to facilitate our development of SoCs.

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Semiconductors (Design: logic and physical design, and validation and verification); and

Why semiconductors (design):

We develop advanced SoCs that are integrated with autonomous driving system and algorithms and applied to intelligent vehicles. SoCs are integrated circuit that integrates most or all components of a computer or other electronic system. We are engaged in semiconductor design, covering the entire logic and physical design, and validation and verification process. The semiconductors designed by us are computing SoCs for electric and autonomous vehicles, achieving similar functions as CPUs for personal computers.

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See "– Customers" for more details.

| Specialist Technology Products | Specialist Technology Industry Acceptable Sectors | Main Function Analysis | Major Customer Type¹ and Customer Demand Driver | Pricing and Payment | |---|---|---|---|---| | Autonomous Driving Products and Solutions | (i) Autonomous Driving Products and Solutions | **Why autonomous driving products and solutions:** When determining price for our autonomous driving products and solutions, we adopt tiered pricing based on procurement amount and relationship with specific customers, taking into consideration base factors such as the cost incurred and the pricing of major competitors. Pricing for SoC-based solutions mainly depends on the comprehensiveness of solutions provided, affected by factors such as the maximum number of sensors supported by SoCs and the complexity of algorithms provided, while pricing for algorithm-based solutions mainly depends on the complexity of functionality, R&D cycle and personnel involved, resulting in varied prices for different customers. Therefore, we price our solutions on a whole package basis and not only based on costs incurred for the SoC hardware. | **Major customer type:** For autonomous driving products and solutions, our customers are primarily passenger and commercial vehicle OEMs and their Tier 1 suppliers. **Main drivers for customer demand:** The demand for intelligent vehicle SoCs stems from their high computing power, which is necessary to process a significant volume of low-latency data and high-resolution images and videos generated by the sensors in intelligent vehicles. In addition, automotive OEMs and Tier 1 suppliers are looking for products and solutions that could meet their various demands in one cross-domain SoC or solution, facilitating their smooth transition to intelligent vehicles. SoCs integrate comprehensive software and hardware stack to carry out complex tasks required to achieve autonomous driving and play a critical role in intelligent vehicles, akin to the "new engines" of vehicles. We do not provide SoCs as standalone hardware, but integrate them with other hardware, software, comprehensive technical support and services, such as MCUs, basic software, middleware, algorithms and toolkits to offer our customers bundled solutions. The specific solutions provided to certain customers eventually depend on such customers' own demand. In some cases, customers request comprehensive solutions so that they can enjoy easy-to-use plug-and-play services; while in some other cases, customers are more interested in the automotive functions supported by the computing power provided by the SoCs and would like to develop capabilities on top of that by their own. | For supply of SoCs and autonomous driving solutions, customers are generally required to pay the purchase price upon acceptance of our products or services. For collaboration arrangements with automotive OEMs or Tier 1 suppliers to design or tailor intelligent vehicle SoCs or autonomous driving solutions for factory-installation on required vehicle models, customers are typically required to make installment payments according to prescribed development or production milestones. | | | (ii) Electric and Autonomous Vehicles (Development of Enabling Technologies for Autonomous Vehicles) | **Why electric and autonomous vehicles (development of enabling technologies):** Substantively, SoCs serve as the central computing units for carrying out and realization of autonomous driving functions. On top of the high computing power provided by the SoCs, our SoCs are also embedded with our proprietary ISP and NPU modules, with ISP responsible for reception of camera inputs and optimization of video quality, and NPU responsible for accelerated inference of AI algorithms for computer vision (such as machine learning, deep learning, facial identification, dynamic range control and de-noising), improving computational efficiency. In addition to our SoC offerings, we have developed a suite of hardware platforms and autonomous driving solutions to fully leverage the potential of automotive-grade SoCs. These solutions support autonomous driving functions across intelligent driving systems, safety systems and V2X solutions, and are designed for rapid deployment. Our solutions could be SoC-based or algorithm-based, with SoC-based solutions bundled with our proprietary SoCs (together with third-party MCUs), and algorithm-based solutions carrying only third-party MCUs (with our algorithm embedded). Both SoC-based solutions and algorithm-based solutions support key autonomous driving functions of electric and autonomous vehicles. While our SoC hardware provides the high computing power necessary for autonomous driving functions, our algorithms provide software support to actually conduct the decision-making process through digestion of data inputs and generation of computational results. Therefore, on top of our algorithm-based solutions facilitating basic autonomous driving applications such as FCW (forward collision warning), LDW (lane departure warning), HMW (headway monitoring warning) and CMS (collision mitigation braking system), SoC-based solutions incorporate our SoCs and include both software and hardware components, providing more powerful computing and enabling more comprehensive functions. Our in-house developed technologies provide a robust perception and fusion capability for autonomous driving, a critical component in enabling intelligent vehicles to perceive and understand their surroundings and make appropriate decisions. | | |

BUSINESS

Our industry consultant, Frost & Sullivan, confirms and our Directors are of the view that based on the information above, each of our autonomous driving products and solutions and intelligent imaging solutions fall within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C of the Listing Rules.

Based on the following analysis and the view of the Directors and Frost & Sullivan, the Joint Sponsors are of the view that each of our autonomous driving products and solutions and intelligent imaging solutions fall within an acceptable sector of a Specialist Technology Industry as defined under Chapter 18C of the Listing Rules:

(1)

We engage in semiconductor design, covering the entire logic and physical design, and validation and verification process. The semiconductors designed by us are computing SoCs for electric and autonomous vehicles. The advanced SoCs developed by us are imbedded with our in-house developed IP cores, namely ISP and NPU modules, with ISP responsible for reception of camera inputs and optimization of video quality, and NPU responsible for accelerated inference of AI algorithms for computer vision (such as machine learning, deep learning, facial identification, dynamic range control and de-noising), improving computational efficiency. The computing SoCs designed by us imbedded with its in-house developed technologies enable intelligent vehicles to perceive and understand their surroundings and make appropriate decisions so as to realize autonomous driving functions.

(2)

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BUSINESS 智能车载SoC（Intelligent Vehicle SoCs）

智能车载SoC的需求源于其高算力，这对于处理智能汽车传感器所产生的大量低延迟数据及高分辨率图像和视频至关重要。汽车OEM厂商及一级供应商亦寻求能够在单一跨域SoC中满足其多种需求的产品，以便顺利过渡至智能汽车时代。传统汽车主要依赖微控制单元（MCU）执行简单任务。相比之下，ADAS及更高级别的自动驾驶及其他智能汽车应用则高度依赖SoC。SoC集成了完整的软硬件堆栈，以执行实现自动驾驶所需的复杂任务，并在智能汽车中发挥关键作用，堪称汽车的"新引擎"。

我们率先推动并引领智能车载SoC的开发与发展。据Frost & Sullivan称，我们是最早实现高算力自动驾驶SoC量产的企业之一，也是中国首家推出算力超过100 TOPS自动驾驶SoC的企业。此外，据Frost & Sullivan称，我们于2023年4月发布武当系列，宣布推出中国首款车规级跨域计算SoC。

我们的SoC产品组合包含两大系列：专注于自动驾驶的华山系列，以及面向跨域计算的武当系列：

• 华山系列：华山A1000系列SoC专为自动驾驶设计，支持L3及以下应用场景的BEV融合算法。我们将持续提升华山系列SoC的算力及利用率。

• 武当系列：武当系列SoC通过将自动驾驶、智能座舱、车身控制及其他计算功能集成于单一SoC中，满足智能汽车的跨域计算需求。

华山系列（Huashan Series）

华山系列是车规级自动驾驶SoC平台。所有华山系列SoC共享相同的内外部系统架构，以降低客户的部署成本，并确保平稳迭代，在保持稳定性与可靠性的同时持续提升性能。

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BUSINESS

下图展示了华山A1000 SoC的内部架构：

| CPU | | | | | | | | | |---|---|---|---|---|---|---|---|---| | A55 | A55 | A55 | A55 | A55 | A55 | A55 | A55 | | | 安全子系统（Security Sub-system） | 功能安全子系统（Safety Sub-system） | | | | | | | | | 安全MCU（Secure MCU） | 锁步MCU（Lockstep MCU） | | | | | | | |

| 高速接口（High speed interfaces） | | | | | | | |---|---|---|---|---|---|---| | MIPI CSI-2 | GPU | | NPU | | 视频显示（Video Display） | VIN | | MIPI CSI-2 | | | | | | | | MIPI CSI-2 | 视频编解码（Video Codec） | ISP | DSP | | VOUT | | | MIPI CSI-2 | | | | | | |

低速接口（Low speed interfaces）

下图展示了华山A1000 SoC的外部系统架构：

| 电源管理系统（Power management system） | 摄像头及SerDes（Cameras and Serdes） | 存储芯片（Memory chips） | |---|---|---| | 外设控制单元（Peripheral control unit） | 以太网接口（Ethernet interface） | USB | | 毫米波雷达及指令信号控制器（mmWave radars and command signal controller） | | |

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BUSINESS

华山A1000（Huashan A1000）

华山A1000于2020年6月发布，据Frost & Sullivan称，是中国首款采用自研IP核开发并发布的高算力自动驾驶SoC。其主要特点包括：

• 全面支持L2+至L3自动驾驶；

• 集成泊车与行车功能的单芯片解决方案；

• 支持多种自动驾驶场景；以及

• 算力与能耗均衡，据Frost & Sullivan称，在其发布时拥有中国最高的能效比。

Featuring a 6-in-1 ADAS solution incorporating front camera, surround view cameras, ultrasonic waves, and radar, with 1 A1000 SoC or 1 A1000L SoC

o

Premier: Featuring an 8-in-1 ADAS solution incorporating front camera, surround view cameras, ultrasonic waves, and radar, with 1 A1000 SoC or 1 A1000L SoC.

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BUSINESS •

Drive Brain for Autonomous Driving

o

L2+ NOA: Featuring cameras, lidar, and 1 A1000 Pro SoC

o

L3 NOA: Featuring cameras, lidar, and 2 A1000 Pro SoCs

o

L3 Robotaxi: Featuring cameras, lidar, and 4 A1000 Pro SoCs.

•

Drive Guard for Safety Driving System

o

Front camera with emergency braking for front and rear sensor fusion

o

BSM radar-based blind spot monitoring

o

DSM driver monitoring system.

•

Drive V2X for V2X Solutions

o

V2X Roadside Units (RSUs) – Infrastructure for V2X information exchange between vehicles and roadside facilities.

o

V2X OBUs – V2X On-Board Units (OBUs) installed in vehicles for V2X information exchange.

We are currently working on next-generation intelligent driving solutions that incorporate 4D imaging radar which processes data from millions of point clouds simultaneously. Although we may be at an early stage, next-generation 4D imaging radar could overcome current limitations of conventional radar, including limited detection range, insufficient angular resolution, and inability to detect pedestrian vulnerability, to fill the gap in the sensor fusion solutions market. Intelligent Cockpit Solutions Intelligent Cockpit SoCs We develop SoC products and supporting hardware and software for in-vehicle infotainment and digital cluster applications, designed to cater to OEMs' needs in all vehicle tiers. We develop and design the following SoCs for intelligent cockpit applications: Longquan Series Our Longquan Series SoCs target the mainstream and high-end intelligent cockpit market. These SoCs cater to diverse cockpit applications through their multi-core heterogeneous computing architecture, which integrates high-performance CPU, GPU and various peripheral hardware, providing a powerful intelligent cockpit domain controller solution.

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BUSINESS

Drive Sensing for Integrated Solutions

Drive Sensing covers L2+ driving, APA/AVP, full 3D scene and multi-channel DVR. We provide one of the first mass-produced single chip solutions for integrated parking and driving in China, according to Frost & Sullivan, providing coordinated support with single chip and optimized cost efficiency for automotive OEMs.

o L2+: Comprising one A1000L/A1000 SoC and one MCU

The table below sets forth the capabilities of our Drive Sensing solutions when equipped with A1000L/A1000 SoC and varying amount of cameras and radars:

黑芝麻智能 Drive Sensing 集成自动驾驶及泊车解决方案 (Black Sesame Drive Sensing Integrated Autonomous Driving and Parking Solution)

| 可实现功能 (Achievable functions) | 单颗A1000L+5V5R (Single A1000L+5V5R) | 单颗A1000+10V5R (Single A1000+10V5R) | |---|---|---| | 360° 环视 (360° Around View Monitoring) | √ | √ | | 自动泊车辅助 (Automatic Parking Assist, APA) | √ | √ | | 远程泊车辅助 (Remote Parking Assist, RPA) | √ | √ | | 归家泊车辅助 (Home-zone Parking Assist, HPA) | √ | √ | | 自主代客泊车 (Autonomous Valet Parking, AVP) | — | √ | | 自适应巡航控制 (Adaptive Cruise Control, ACC) | √ | √ | | 自动紧急制动 (Autonomous Emergency Braking, AEB) | √ | √ | | 车道居中控制系统 (Lane Centering Control System, LCC) | √ | √ | | 高速公路辅助驾驶 (High Way Assist, HWA) | — | √ | | 高速公路自动导航辅助驾驶 (High Way Navigate on Autopilot, NOA) | — | √ | | 城市自动导航辅助驾驶 (City Navigate on Autopilot, NOA) | — | √ | | 高速公路自动驾驶 (High Way Pilot, HWP) | — | √ |

•

Drive Brain for L3 Domain Control

o L3: Comprising two to four A1000 SoCs

o Multi-sensors solution: Based on our self-developed high computing power SoCs, Drive Brain realizes high-level autonomous driving domain control functions in factory-installed mass-produced vehicle models, supporting multiple types of sensors, including 8MP cameras and LiDARs.

o Wide application across scenarios: Drive Brain integrates autonomous driving, high-precision map, automatic lane change and applications such as point-to-point navigation driving assistant, HPP/AVP parking, SOA and shadow mode.

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BUSINESS

•

Drive Turing for Next-generation Autonomous Driving

We are developing the next-generation central computing autonomous driving solution Drive Turing, featuring massive computing power, high-level security and shared autonomy. Drive Turing will be powered by A2000 SoCs.

o Next-generation Autonomous Driving: Comprising one A2000 SoC, supporting high computing power with high safety standards

Add-on Adaptive Safety System – Patronus

Our self-developed add-on adaptive safety system Patronus provides reliable adaptive safety support with carefully designed structure and material selection to provide cost-efficient solutions for commercial vehicle OEMs and Tier 1 suppliers, featuring the following:

•

Complete and customized solution across vehicle types:

o Available for commercial vehicles and vans; and

o Combining controller, chip, algorithm, reference solution and algorithm porting tools, which can be tailored to customer needs.

•

Various functions to meet diversified needs:

o ADAS & Driving Recording: High accuracy, completeness in objective classification, and strong adaptability;

o DMS (Driver Monitoring System): Driver recognition and monitoring of fatigue, distraction, smoking, phone calling and absence situations with low demand for computing power and strong flexibility;

o BSD (Blind Side Detection): Identification of vehicles, pedestrians and obstacles in blind areas; and

o Surrounding View & Monitoring: Monitoring inside and outside of cockpits and assisting in parking, reversing and in-car monitoring.

V2X Edge Computing Solution – BEST Road

Our BEST Road solution is designed for V2X edge computing, targeting the emerging road-side autonomous driving market, which has been rapidly developing along with the market of intelligent and electronic vehicles, featuring the following:

•

Combined capabilities with powerful A1000 SoCs to provide 50+ TOPS of aggregated computing power, high-precision perception algorithms, multi-scenario image processing and multi-sensor fusion empowering applications for smart transportation;

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•

Vehicle and objective perception: The perception range is 300 meters, with vehicle identification accuracy of over 90%, license plate identification accuracy of over 95% and event accuracy over 95%;

•

License plate perception: Covers up to 300 meters of license plate perception and tracking; and

•

Radar-camera fusion: Fusion trajectory error within 50cm.

Development and Testing Platform – FAD Built on the Huashan series SoCs with single or dual chip options, our FAD platform provides flexible development and testing services to our trial customers. It streamlines the user experience with proprietary software algorithms and toolchains, providing customers with hassle-free, plug-and-play capabilities.

Huashan-SOM We have developed our Huashan-SOM based on A1000 SoCs. Huashan-SOM integrates components including memory, storage, power management and rich interface, customized for application scenarios demanding high reliability and security.

With our Huashan-SOM, our clients are able to swiftly develop their products for end customers based on application scenarios, covering automotive, robotics and other edge-computing applications.

Intelligent Imaging Solutions Drawing from our intelligent imaging technology capabilities accumulated in providing autonomous driving solutions, we offer high-end consumer electronics manufacturers and intelligent electronic providers with quality intelligent imaging solutions that empower a broad range of their devices to facilitate intelligent perception and content enhancement through algorithms. Our comprehensive offerings include embedding our proprietary IP algorithms into sensors and ISP chips. These components are compatible with most devices.

Our intelligent imaging solutions offer full-spectrum, mainstream image-enhancement optimization. This includes single-camera bokeh effect, light portrait beautification, facial identification, high dynamic range imaging and 3D depth effects. Moreover, our solutions, benefiting from our automotive-grade imaging capabilities, support parallel access to multi-camera imaging systems. They can simultaneously process vast quantities of video and image content, which is particularly useful in complex environments with multiple moving subjects.

Further supported by our proprietary image processing technologies responsible for reception of camera inputs and optimization of video quality, and neural network technologies responsible for accelerated inference of AI algorithms for computer vision and improvement of computational efficiency, our AI-empowered intelligent imaging solutions provide cost-efficient choices for consumer electronic products.

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Our proprietary AI algorithms empower sensors to capture high-quality images and videos under extreme conditions, such as poor or strong light conditions and high-speed movement, through optimization achieved by AI-enabled technologies including dynamic range control and de-noising. According to Frost & Sullivan, our AI algorithms support the analysis, understanding and improvement of visual signals through AI models that learn patterns from training data and then apply such learned patterns, thereby achieving the goals of image enhancement. Compared with traditional image processing technologies, our AI algorithms achieve superior performance in enhancing the image and video quality under various conditions.

Our intelligent imaging solutions comprise various imaging products, including smart portrait, smart super night view, smart beautification and smart HDR. Below is an introduction of two of our imaging products, smart portrait and smart super night view.

Smart Portrait Our smart portrait product supports smart phone portrait editing with a single camera by creating blurred background and highlighting the portrait in the photos, also known as the bokeh effect. Smart portrait is empowered by our AI technologies including depth estimation, facial detection and portrait segmentation.

• Depth Estimation

Depth estimation through AI provides distance information of objects in the photo. Through machine learning processes enabled by our customized UNet++ with backbone of EfficientNet, our AI models are able to resume the 3D positions of various objects shown in a 2D photo, providing a bird's eye view of the original scope.

• Facial Detection

Facial detection identifies the positions, sizes and amounts of faces shown in a 2D photo. Through repeated training with utilization of deep learning processes empowered by our customized YOLO model, our AI models are able to achieve high accuracy of facial detection.

• Portrait Segmentation

Portrait segmentation separates the portrait and the background in the photo. With the information on positions and sizes of faces through facial detection, our AI algorithms supported by our customized UNet with backbone of MobileNet clearly identify the portrait and the background for further bokeh effect enhancement.

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After the parallel processing of depth estimation, facial detection and portrait segmentation, our AI models conduct background bokeh rendering for objects with different depths, with the portrait identified remaining unchanged, creating the aesthetic effect of blurred background for the portrait. The following pictures illustrate the bokeh effects to provide aesthetic quality images with blur produced in out-of-focus parts while keeping the identified portrait unchanged.

Before After

Smart Super Night View Our smart super night view product enhances the imaging under poor lighting conditions, especially at nights. Smart super night view is empowered by our AI technologies including de-noising and background beautification.

• De-noising

Image noise is random variation of brightness or color information in images, an undesirable byproduct of image capture that obscures the desired information. Our customized UNet AI models trained through high-quality images without noises are able to identify and remove the image noises in 2D photos and separate them with the image details, creating a de-noised high-quality photo regardless of the original imaging effect.

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• Background Beautification

53.9 165,440

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The table below sets forth our revenue breakdown by products and solutions in absolute amounts and as percentages of our total revenue for the periods indicated:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | | | (RMB in thousands, except for percentages) | | Autonomous driving products and solutions | | | | | | | | | | | | – SoC-based solutions | 34,261 | 56.6 | 142,282 | 86.0 | 276,318 | 88.5 | 22,666 | 77.5 | 23,581 | 85.8 | | – Algorithm-based solutions | 1,615 | 2.6 | 85,377 | 51.6 | 193,613 | 62.0 | 10,553 | 36.1 | 16,235 | 59.1 | | Intelligent imaging solutions | 32,646 | 53.9 | 165,440 | | | | | | | | | Total | | | | | | | | | | |

54.0

56,905

34.4

82,705

26.5

12,113

41.4

7,346

26.7

26,243

43.4

23,160

14.0

36,073

11.5

6,590

22.5

3,892

14.2

60,504

100.0 165,442

100.0 312,391

100.0

29,256

100.0

27,473

100.0

In the second quarter of 2023 and 2024, the value of orders we fulfilled was RMB77.2 million and RMB153.6 million, respectively. The table below sets forth our breakdown of the order backlog value by products and solutions as of the dates indicated:

| | As of December 31, | | | As of March 31, | As of June 30, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | 2024 | | | (RMB in millions) | | | | | | Autonomous driving Products and solutions | | | | | | | – SoC-based solutions | 3.7 | 44.9 | 76.4 | 23.5 | 160.6 | | – Algorithm-based solutions | – | 36.1 | 68.3 | 19.3 | 149.6 | | Intelligent imaging solutions | 3.7 | 8.8 | 8.1 | 4.2 | 11.0 | | Total | – | 3.7 | 1.3 | 1.6 | 0.3 | | | 3.7 | 48.6 | 77.7 | 25.1 | 160.9 |

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Key Operating Data

The table below sets forth key metrics of our autonomous driving products and solutions and intelligent imaging solutions in terms of customer development and retention, which is our primary focus at the early commercialization stage (investors are advised to measure our overall performance based on not only net dollar retention rate, but also all operating data, each of which should be considered as carrying the same weight):

| | Year ended December 31, | | | | | | Three months ended March 31, | | | |---|---|---|---|---|---|---|---|---|---| | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | | Autonomous Driving Products and Solutions | | Intelligent Imaging Solutions | Autonomous Driving Products and Solutions | | Intelligent Imaging Solutions | Autonomous Driving Products and Solutions | | Intelligent Imaging Solutions | Autonomous Driving Products and Solutions | | Intelligent Imaging Solutions | | | SoC-based Solutions | Algorithm-based Solutions | Sub-total | | SoC-based Solutions | Algorithm-based Solutions | Sub-total | | SoC-based Solutions | Algorithm-based Solutions | Sub-total | | SoC-based Solutions | Algorithm-based Solutions | Sub-total | | | Number of customers | 4 | 15 | 6(6) | 21(6) | 15(6) | 5 | 7 | 58 | 62 | 25 | 38 | 61(7) | 45 | 7 | 9(7) | 69(7) | 16 | 4 | 6 | 15 | 6 | 17 | | Number of new customers | 5.4 | 0.1 | | | | | 2.1 | | 2.3 | | | | 4.1 | | | | | | 1.4 | | 1.4 | | | Average customer value (RMB in million)(1) | 1.9 | 0.1 | | 1.6 | | | 1.0 | | 1.0 | | | | 0.9 | | | | | | 1.5 | | 1.1 | | | Average transaction value (RMB in million)(2) | 1.0 | | | | | | | | | | | | | | | | | | | | | | | Transaction volume(3) | 17 | 18 | | 19 | | | 55 | | 113 | | | | 44 | | 298 | | 52 | | 11 | | 22 | | | Customer retention rate(4) | 50% | 0% | | 32% | | | 60% | | 60% | | | | 29% | | 35% | | 60% | | 22% | | 16% | | | Net dollar retention rate(5) | 18% | 0% | | 5,273% | | | 118% | | 297% | | | | 84% | | 145% | | 131% | | 90% | | 44% | | 71% | | 19% | | 15% | | 25% | |

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Notes:

(1) Average customer value equals revenue of the business segment divided by the number of customers of the business segment.

(2) Average transaction value equals revenue of the business segment divided by the number of transactions during the period.

(3) Transaction volume equals the number of times we recognized revenue during the period.

(4) Customer retention rate equals the number of customers that contributed to our revenue for both the current and previous periods divided by the number of customers of the previous period and multiplied by 100%.

(5) Net dollar retention rate equals the revenue of a current period from customers that contributed to our revenue for both the current and previous periods divided by the revenue of the previous period and multiplied by 100%.

(6) There was one overlapping customer of autonomous driving products and solutions business and intelligent imaging solutions business in 2021.

(7) There was one overlapping customer of SoC-based solutions and algorithm-based solutions in 2023.

We had a total of 45, 89, 85 and 21 customers in 2021, 2022, 2023 and the three months ended March 31, 2024, respectively. For autonomous driving products and solutions, number of our customers increased from 21 in 2021 to 69 in 2023, primarily due to our continuous efforts in launching new products and bringing them to mass-production, especially as we started mass-production of Huashan A1000/A1000L SoCs in 2022. Number of our customers for intelligent imaging solutions decreased from 25 in 2021 to 16 in 2023, primarily because we terminated relationship with certain intelligent imaging solution customers related to whom the costs and profitability did not meet our expectation.

Average transaction value of our autonomous driving products and solutions business decreased from RMB1.0 million in 2021 to RMB0.9 million in 2023, primarily because the number of customers increased significantly and we started to offer more diversified products. Average transaction value of our intelligent imaging solutions business increased from RMB0.5 million in 2021 to RMB0.7 million in 2023, primarily due to the increasing need of our intelligent imaging solutions from certain existing customers with whom we had stable relationships.

The transaction volume of our autonomous driving products and solutions business increased from 35 in 2021 to 298 in 2023. Such increase was in line with our continuous commercialization efforts.

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中国高算力¹自动驾驶SoC出货量排名（按单位数量），2023年²

| 排名 | 供应商 | 2023年中国市场份额 | |------|--------|------------------| | 1 | Company A | 72.5% | | 2 | Company B | 14.0% | | 3 | The Group | 7.2% | | 4 | Company C | 5.6% | | 5 | Company D³ | 0.4% |

来源：第三方行业报告、白皮书、公开新闻及政府统计数据；对积极参与汽车及自动驾驶行业的行业专家的访谈；弗若斯特沙利文分析

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Notes: 1 High-computing power refers to SoCs with computing power of 50 TOPS or above.

2 According to Frost & Sullivan, the high-computing power autonomous driving SoC market in China is characterized by a high market concentration rate with a small number of major players. The market share is calculated based on the number of units shipped by major players in China in 2023.

3 Company D is a private company founded in 2016 and primarily provides autonomous driving solutions and SoC products.

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The customer retention rate of our autonomous driving products and solutions business increased from 18% in 2021 to 35% in 2023, primarily due to our continuous efforts in launching new products and bringing them to mass-production, and our increasing production lines and upgraded solutions enable us to enhance customer loyalty. The customer retention rate of our intelligent imaging solutions business increased from 32% in 2021 to 60% in 2023, and such increase was generally alongside our process for screening customers that can meet our business management expectation for profitability contribution.

The net dollar retention rate of our autonomous driving products and solutions business increased from 67% in 2021 to 84% in 2023, primarily due to the enhanced customer recognition of our continuously upgraded autonomous driving products and solutions. The net dollar retention rate of our intelligent imaging solutions business increased from 118% in 2021 to 145% in 2023, alongside our process for screening customers that can meet our business management expectation for profitability contribution.

In 2021, 2022, 2023 and the three months ended March 31, 2024, the customer value from our key SoC-based solution customers (accounting for 80% of our revenue from SoC-based solutions) ranged from RMB0.1 million to RMB0.2 million, RMB2.6 million to RMB43.8 million, RMB9.6 million to RMB35.0 million and RMB3.3 million to RMB13.1 million, respectively.

Market Opportunity and Competition

The key autonomous driving SoC market players in China include Horizon Robotics, HI-SILICON and us. The key autonomous driving SoC market players in other countries include NVIDIA, Mobileye, Qualcomm, Texas Instruments and Renesas. The tables below set forth comparisons among mainstream Chinese and international autonomous driving chips and solutions providers in 2023.

Ranking of autonomous driving chips and solutions providers by revenue¹ from the China market, 2023²

| Ranking | Provider | Market share in China, 2023 | |---------|----------|-----------------------------| | 1 | Company E³ | 27.5% | | 2 | Company A⁴ | 23.7% | | 3 | Company F⁵ | 4.8% | | 4 | Company B⁶ | 3.6% | | 5 | The Group | 2.2% | | 6 | Company C⁷ | 1.8% | | 7 | Company G⁸ | 1.6% |

Source: Third-party industry reports, white papers, public news and government statistics; Interviews with industry experts actively engaged in the automotive and autonomous driving industries; Frost & Sullivan analysis

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Notes: 1 Revenue refers to revenue generated from autonomous driving chips and solutions, excluding revenue from license and services.

2 According to Frost & Sullivan, the autonomous driving chips and solutions market in China (i) is characterized by high volume of low-cost chips requiring less complicated technologies currently, while high-computing power SoCs with relatively high costs and more advanced technologies are expected to account for more market share gradually in the next few years, and (ii) has a high market concentration rate with five to ten major players, whose products come in different forms such as standalone chips, chips embedded with IP cores and support software and software-hardware bundled solutions. Therefore, to provide a fair overview of the competitive landscape of the market, the ranking is presented in terms of the major players' respective revenue from the China market.

3 Company E is a company developing autonomous driving technologies and providing AD SoC products. Company E was founded in 1999 and listed on Nasdaq in 2022.

4 Company A is a manufacturer of high-end graphics processing units (GPUs) founded in 1993 and listed on the Nasdaq in 1999.

5 Company F was founded in 1930 and listed on the Nasdaq in 1953. Company F is a provider of semiconductor chips for automotive, industrial robots, solar panels and satellites applications.

6 Company B is a provider of computing solutions for advanced driver assistance systems (ADAS), as well as AIoT solutions. Company B is a private company founded in 2015.

7 Company C is a private company incorporated in 1991 and mainly provides semiconductor products and services for smart devices, including smart vision, smart IoT, smart mobility, mobile SoCs, data centers, and optical transceivers.

8 Company G was founded in 2003 and listed on the Tokyo Stock Exchange. Company G provides semiconductor chips for automotive, industrial, home electronics, office automation, and information communication technology applications.

In 2023, the shipments of high-computing power SoCs in units in China and globally were around 1.5 million and 1.6 million, respectively, according to Frost & Sullivan. In the autonomous driving SoC market, various companies use different pricing tactics depending on their product performance, production capacity, and customer negotiation power. In general, chips with greater computational power are priced higher.

Currently, autonomous driving technology is evolving from L2 to L3, with 50+ TOPS generally considered to be the computing power required to potentially achieve L3 autonomous driving functionality. Therefore, 50 TOPS SoCs are widely considered to be the threshold that differentiates high-computing power autonomous driving chips from more common ones. In 2023, the market size of high-computing power autonomous driving SoCs in China reached RMB6.0 billion, accounting for 42.2% of the total market size of autonomous driving SoCs in China, according to Frost & Sullivan.

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Ranking of high-computing power¹ autonomous driving SoC shipment in units in China, 2023²

| Ranking | Provider | Market share in China, 2023 | |---------|----------|-----------------------------| | 1 | Company A | 72.5% | | 2 | Company B | 14.0% | | 3 | The Group | 7.2% | | 4 | Company C | 5.6% | | 5 | Company D³ | 0.4% |

Source: Third-party industry reports, white papers, public news and government statistics; Interviews with industry experts actively engaged in the automotive and autonomous driving industries; Frost & Sullivan analysis

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智能图像解决方案是指利用智能算法对图像或视频进行感知、识别、增强和处理，以实现自动化分析，支持人脸识别、目标检测与追踪、图像分类及视觉检测等多种应用。这些解决方案应用于传统汽车、自动驾驶、消费电子、工业自动化和医学影像等多个行业。根据Frost & Sullivan的数据，2022年中国智能图像解决方案的市场规模达到128亿元人民币，前五大市场参与者合计占据44.8%的市场份额。

我们的技术

我们在智能车载SoC、支持软件、硬件架构、自研IP核及算法方面的综合能力，使我们能够整合不同组件，推出多样化、以客户为中心的产品和服务。在我们自研SoC产品的基础上，我们自成立以来一直专注于图像、互联与智能领域的自研IP核和技术开发，并已在自动驾驶汽车及其他图像相关领域实现商业落地。我们战略性地决定自主研发图像信号处理器（ISP）和神经网络处理单元（NPU），为我们的SoC提供灵活兼容的支持。我们还提供瀚海ADSP中间件，赋能客户在我们的SoC上开发和部署自动驾驶应用，并推出了山海开发工具链——一款面向开发者、用户友好的软件开发工具链。

专有技术

NeuralIQ ISP

我们自研的图像信号处理器NeuralIQ ISP为车载多摄像头提供高性能单处理器支持，具备高速、高质量的多模式处理能力。根据Frost & Sullivan的数据，这是中国最早的自研车规级ISP产品之一，具有以下特点：

• 单处理器支持多摄像头：NeuralIQ ISP支持大多数ADAS系统和自动驾驶汽车所采用的主流多摄像头架构。

o 成本效益高：系统中单处理器连接多摄像头，NeuralIQ ISP大幅降低了单独安装处理器的成本以及整个系统的硬件成本；

o 统一控制：作为多摄像头的唯一中央处理器，NeuralIQ ISP可实现多摄像头之间协调任务分配的统一控制，同时促进摄像头系统与其他传感器之间的协同配合；以及

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o 灵活性更强：NeuralIQ ISP支持对来自不同制造商、具有不同内参的多种类型摄像头进行图像精细调节，提高了图像质量调整的灵活性，并可满足汽车OEM后端算法的特定需求。例如，在集成于华山A1000 SoC时，可兼容15种类型的摄像头。

• 高速多模式处理：配备多摄像头时，NeuralIQ ISP同时提供高处理速率和高传输速率。

o 输入：最多支持16路高清摄像头；

o 处理能力：多通道支持36亿次3曝光每秒（pps）及12亿次单曝光每秒（pps）；

o 支持并发在线视频处理；以及

o 支持在线、离线或混合处理模式。

• 高质量图像处理：

o 支持HDR处理，满足高质量车载图像处理需求；

o 高动态曝光、低光噪声抑制及LED闪光抑制；以及

o 在极端光照条件下表现卓越：雨夜反光/极端大雾/逆光环境。

DynamAI NN Engine

Our self-developed neural processing unit DynamAI NN Engine supports high-performance neural network acceleration for the data fusion, feature extraction and classification of data information generated by the sensors on vehicle with a cost-efficient and specialized ASIC architecture, which was one of the first self-developed automotive grade NPU in China, according to Frost & Sullivan, featuring the following:

• Simultaneous optimization for software and hardware through adaptive quantization, structural crop/compression and subgraph planning, with performance improved by more than 15 times;

• Supporting multi-array, multi-precision, and high computing power through proprietary design of structure; and

• Powerful perception capability: 89% in precision with 87% in recall rate.

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Support Software

Hanhai ADSP Middleware

Hanhai ADSP Middleware platform, based on our SoCs with high computing power and outstanding performance, enables customers to rapidly migrate and deploy applications. It is extensively applicable to autonomous driving and V2X application scenarios, and also plays a fundamental role in facilitating automotive software and hardware unbundling. Hanhai ADSP Middleware allows customers to rapidly and readily deploy the powerful performance of our SoCs, improve their R&D efficiency, lower development barrier, reduce overall cost and accelerate mass-production. Hanhai ADSP Middleware features the following:

• A full-suite of development toolkits: Consisting of development toolkits targeting SoC, MCU and PC, compatible with the development of autonomous driving and V2X application scenarios.

• Openness: The key modules of the autonomous driving system and other basic software components are packaged into open APIs, allowing users to access and use the processing capabilities of the Huashan series SoCs swiftly and easily.

• Swift deployment: Reducing the development workload of customers and shortening the development cycle of applications from the customer end. It can also help customers continuously improve the performance of autonomous driving applications.

• Broad compatibility: Compatible with a large variety of vehicle models and third-party autonomous driving systems and thus reducing customers' development and deployment costs.

Shanhai Development Toolchain

We launched our Shanhai Development Toolchain, an easy-to-use toolchain for algorithm developers to develop software based on our SoCs, which was one of the first self-developed automotive-grade development toolchains in China, according to Frost & Sullivan, featuring the following:

• Extensibility: supporting Tensorflow, Pytorch, and ONNX frameworks;

• High precision: supporting post-training quantization of AI models, as well as quantization-aware training (QAT) to ensure the precision of AI models;

• Completeness: equipped with NN models in its Model Zoo and deep learning models, which provides instructions to customers for easily and rapidly developing and deploying algorithms. A complete toolchain SDK and application support help customers deploy optimized models with ease.

• Flexibility: Flexible deployment with docker images.

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RESEARCH AND DEVELOPMENT

Our ability to develop new technologies, design new products and solutions, and enhance existing products and solutions is critical for maintaining our market position.

R&D Team

Our R&D team consists of dedicated talents with profound industry expertise, focusing on developing and commercializing our products and solutions which help maintain our technological advantages and market competitiveness. Each of our core R&D team members has more than 15 years of industry experience in engineering, with global working experience in reputable technology companies, such as Bosch, OmniVision, Qualcomm and ZTE. Each of our core R&D team members has their specialized area and the following table sets out their profile:

| Core R&D team member | Profile | |---|---| | Mr. ZENG Daibing | Our chief system officer who has over 23 years of experience in research and development and software management of chips and is familiar with the process of mass production of chips. He is primarily responsible for overseeing the research and development of SoCs, focusing on chip architecture, chip implementation and underlying software development. Mr. Zeng also serves as vice chairman of the automotive basic software branch under the Society of Automotive Engineers of China. See "Directors and Senior Management – Directors – Executive Directors." | | Mr. WU Donghui | Our vice president for image science who has 21 years of experience in algorithm development. He oversees our algorithm development with a focus on image, video, and computer vision algorithms and assessment of the image quality. | | Mr. XIONG Chengyu | Our vice president for ASIC design who has stayed with us since our incorporation. With over 25 years of experience in hardware engineering, Mr. Xiong leads the IP core development including ISP, computer vision and neural network. |

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| Mr. HE Tiejun | Our vice president for SoC who has over 15 years of experience in the chip industry with a specialization in the SoC design. Mr. He joined us in 2018 and established our SoC R&D team. He has led the development of our flagship Huashan series, of which the A1000 Series has achieved mass production. Mr. He now oversees R&D projects of automotive grade SoCs, including our Huashan and Wudang Series SoCs. Mr. He also serves as expert member of the Automotive Chip Industry Technology Innovation Consortium of Hubei Province. | |---|---| | Mr. YOU Changhai | Our vice president for system software who has 18 years of work experience in hardware and software engineering, operating system design, as well as production and supply chain management. Mr. You is responsible for our system software development for SoCs. |

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• Proprietary information arrangement: All inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) the employee develops, learns or obtains during the term of the employment contract that relate to us or the business or demonstrably anticipated business of us, or that are developed in whole or in part on our time or using our equipment, supplies, facilities or confidential information, or that are received by or for us in confidence, constitute proprietary information. The employee shall hold in confidence and not disclose or, except within the scope of the employment, use any proprietary information.

• Confidentiality: During the employment, except as necessary to perform their duties, and for all time thereafter, employees shall not, without our prior written consent, disclose, divulge, announce, publish, impart, transfer or otherwise make known to any third party, or in any way use any information, such as technical and trade secrets, belonging to us or belonging to any other party for which we have a duty of confidentiality.

• Non-competition: We have the right to unilaterally initiate a non-competition period of up to two years following the termination of employment. During the term of employment and the non-competition period initiated by us, employee shall not engage in any competitive behavior.

• Non-solicitation: During the employment and for all time thereafter, employee shall not, directly or indirectly, solicit or attempt to solicit our employees to leave their employment or solicit or otherwise influence our relationships with our customers or suppliers.

To improve our R&D capability at the group level, we have established the patent application management policy and process, which stipulates that we will grant our employee cash incentives on the condition that (i) the employee discloses to us his/her idea for inventions and innovations, and such employee is approved internally to submit a patent application to the China National Intellectual Property Administration, and (ii) such patent application is formally approved by the China National Intellectual Property Administration. In 2021, 2022, 2023 and the three months ended March 31, 2024, we paid RMB0.4 million, RMB0.6 million, RMB0.6 million and RMB0.2 million of cash incentives, respectively, under the patent application management policy.

During the Track Record Period, there was no legal claim or proceeding that may have an influence on the R&D of our Specialist Technology Products.

Key Research Projects

We engaged in R&D of Huashan A1000 and A1000L SoCs from 2019 to August 2022, and R&D of Huashan A1000 Pro SoCs from June 2020 to June 2022, respectively. We started R&D of our A2000 SoCs from September 2022 and expect to announce the product in 2024.

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The table below sets out the key R&D milestones of Huashan A1000 and Huashan A1000 Pro:

| Key R&D milestones | Huashan A1000 | Huashan A1000 Pro | |---|---|---| | Product definition | November 2018 | June 2020 | | Design initiation | January 2019 | July 2020 | | Design completion | January 2020 | February 2021 | | Testing initiation | April 2020 | August 2021 | | Testing completion | August 2022 | June 2022 |

Outsourced R&D Arrangements

We engage independent IC design service companies for certain outsourced R&D arrangements from time to time. In line with the industry norm according to Frost & Sullivan, we generally outsource relatively standard design and test procedures such as circuit design for simulation test to third parties so that we are able to focus our R&D resources on our core technologies and improve our R&D efficiency. During the Track Record Period, we had collaborated with technical service providers in China for certain processes of our SoC design. Such technical service providers provide customized circuit design services with their experienced staff having more than ten years of experiences in the chip design field. The salient terms of our standard outsourced design service agreement are set out below:

•

知识产权：项目所产生的所有知识产权归我们所有。受托方在履行协议项下义务时不得侵犯第三方的知识产权，并须就第三方索赔所造成的任何损失对我们进行赔偿。

•

定价与付款：外包研发服务的定价取决于具体研发工作的类型。我们通常按协议中规定的里程碑节点分期付款。

•

保密：受托方有责任对我们提供的所有信息严格保密，并须承担任何违反保密义务的责任。保密条款自信息提供之日起适用三年。

•

终止：协议经双方协商一致后终止，或以协议中规定的其他方式终止。

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业务 我们通常指派员工担任项目代表，参与项目实施，并对工作流程进行监督和协调，以确保质量。2021年、2022年、2023年及截至2023年3月31日和2024年3月31日止三个月，我们在与上述技术服务提供商的外包研发安排中产生的费用分别为人民币1,450万元、人民币1,700万元、人民币3,660万元、人民币1,230万元及人民币1,230万元，分别占各期间研发费用总额的2.4%、2.2%、2.7%、4.6%及3.6%。

第三方技术 根据弗若斯特沙利文的资料，与行业惯例一致，我们采购辅助性第三方技术，以促进芯片设计流程的顺畅与高效。我们主要向第三方授权许可以下内容：（i）构成我们SoC支持模块的IP核，例如具有基本控制功能或接口功能的IP核，该等IP核通常依据国际标准设计；及（ii）电子设计自动化（EDA）工具等软件工具。我们通常向信誉良好的第三方技术提供商授权许可其业内公认的技术。2021年、2022年、2023年及截至2023年3月31日和2024年3月31日止三个月，我们的IP授权费用分别为人民币21,010万元、人民币3,380万元、人民币6,970万元、人民币1,670万元及人民币840万元，分别占各期间研发费用总额的35.3%、4.4%、5.1%、6.3%及2.5%。

我们主要向信誉良好的第三方技术提供商采购IP核（包括CPU/GPU IP核及接口IP）以及EDA工具（包括网络接口单元（NIU）和版本控制系统（VCS）），以促进我们的SoC开发工作。例如，我们采购由知名IP核提供商授权的CPU及GPU处理器核及相关设备开发套件，该等产品针对节能集成电路进行了优化，可嵌入我们的SoC中。根据弗若斯特沙利文的资料，市场上存在针对上述IP核及EDA工具的多种替代产品，我们认为，即便终止与现有供应商的合作，我们亦能够寻得替代IP核及EDA工具提供商。

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业务 我们与第三方技术提供商签订协议的主要条款如下：

•

授权安排：IP核提供商通常向我们授予不可转让、非排他性的全球范围许可，用于使用、复制及修改IP核，以设计约定产品。软件工具提供商通常向我们授予按约定安装、访问及使用软件工具的权利。我们通常不得将许可转让、再许可或以其他方式转移给任何第三方。

•

费用与付款：我们通常须支付一次性授权费、特许权使用费以及单独的支持与维护费用。定价依据提供商的标准报价确定。CPU/GPU IP核价格区间为人民币2,000万元至人民币9,000万元。其他IP价格通常区间为人民币20万元至人民币300万元。同时，我们须按平均销售价格的0.1%至3.5%的比例支付特许权使用费。

•

期限与终止：我们与第三方技术提供商签订的协议期限通常为一至三年，可经双方协商一致后终止，或由任一方在对方发生重大违约时终止。

研发流程

智能汽车SoC 对于须交付并安装于车型上的智能汽车SoC，该等SoC通常须经历发布、客户设计定点及量产等阶段，考虑到SoC安装于车辆所需的汽车级认证要求，上述过程通常历时较长。

从市场调研开始，我们在确定SoC关键指标时综合考量客户需求及目标市场。立项后，我们将依次完成芯片架构设计、逻辑功能设计、系统集成及仿真验证等步骤。SoC通过仿真验证后，我们将委托晶圆代工供应商进行流片。流片成功后，我们将对SoC进行功能测试和性能测试，以验证其是否按设计要求运行。若测试结果未达预期，可能需要经历多轮流片以修复缺陷。经流片、测试及封装后，SoC在发布前将在产品层面接受更为严格的测试程序，以防止产品设计缺陷。经上述流程后，我们自主研发的SoC即可准备发布上市。

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After launch of the product, it usually takes at least several months before the SoCs are selected for factory-installation by automotive OEMs and/or Tier 1 suppliers. It would typically take another 12 to 24 months for the automakers to complete the R&D of the whole vehicle model before the SoCs could be mass-produced, delivered and installed on the vehicle models. At this stage, we conduct strict automotive grade testing and fine-tune the software and hardware architecture, especially through compatibility testing for hardware and customized software development with corresponding algorithm migration. Upon completion of relevant SoC testing, automotive OEMs and/or Tier 1 suppliers will also conduct on-road testing under real-world driving environment and conditions. The following diagram illustrates the R&D process of our intelligent vehicle SoCs:

PCB design Package design Market research

Architecture design and development

Tape out Chip product

Driver development

Reliability test & Certification PCB product

Package & ATE test

Release

Function test

OS development SDK development

Our Wudang C1200 SoC is currently at the function test stage, and our Huashan A2000 SoC is currently at the architecture design and development stage.

Autonomous Driving Solutions

Our autonomous driving solutions and SoC-integrated hardware leverage the underlying capabilities of our autonomous driving SoCs and provide diversified products catering to the market demand. We have benefited from our first-mover advantage and have developed mature reference design of the multiple solutions we offer, including add-on adaptive safety system and V2X edge computing solution. Customers could refer to our reference design and decide the cooperation scope based on their own technology capabilities. We could provide standalone SoCs, software and/or hardware solutions based on the customer demand. With our R&D and technology capabilities we could respond swiftly to change in market and develop customized solutions for the clients within one year from engagement to delivery.

Intelligent Imaging Solutions

Our intelligent imaging solutions cater to the various kinds of smart devices. We have designed diversified algorithm products tailored to real-world user demand. Our algorithm products for smart devices leverage on the intelligent perception and content enhancement capabilities developed through our autonomous driving offerings and we further optimize, enhance and integrate the algorithms and models suitable for smart devices to ensure compatibility and stable operations with the various hardware platforms. We also conduct strict performance testing and function testing with the smart device providers to provide end users with satisfying experiences.

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AWARDS AND RECOGNITIONS

During the Track Record Period and up to the Latest Practicable Date, we had received awards and recognition in respect of our products, technology and innovation, significant ones of which are set forth below:

| Award/Recognition | Award year | Institution/Authority | Entity/Product | |---|---|---|---| | Innovative IC Design Company, 2023 China IC Design Achievement Awards | 2023 | Electronic Engineering Times | Black Sesame | | 2022 Global NEVs Cutting-edge and Innovative Technologies Selection | 2022 | World New Energy Vehicle Conference 2022 | A1000 | | 50 Smartest Companies | 2022 | MIT Technology Review | Black Sesame | | "Future Star" 21 High-growth Innovative Companies of the Year | 2022 | China Entrepreneur | Black Sesame | | "China Chips" Major Innovative Breakthrough Product of the Year | 2021 | China Center for Information Industry Development | A1000 Pro |

DATA SECURITY AND PRIVACY

We attach the greatest importance to data security and protection. We have adopted our standard protective measures including confidentiality categorization, access control, data encryption and desensitization to prevent unauthorized access, leakage, improper use or modification of, damage to or loss of data. We do not collect and store autonomous driving data of end-users from automotive OEMs or Tier 1 suppliers. We only retain collected data from third-party vendors for the period as specified in the relevant authorization letters or agreements on our data platform. We annotate the collected data in accordance with their restricted purposes of usage and limited time frame of storage. We do not allow data operations other than annotation without approval of responsible personnel during the data annotation process, including but not limited to revision, deletion, saving or sharing. The annotation results are submitted to our data platform for future references. We have built up a comprehensive data management system and formulated a series of technical standards and specifications to ensure data security throughout their life cycle:

• Data Collection and Destruction

We collect data on the premise that we could ensure the authenticity, accuracy and necessity of the data. We only collect personal information upon consent of the relevant individuals, and if it is necessary to use personal information beyond the scope due to business needs, we would request explicit consent of the relevant individuals before further proceeding. Once we achieved the original purposes for collecting relevant data or the agreed storage period expires, we would delete the relevant data within 15 working days.

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• Data Processing

BUSINESS

INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights are important to our business. Our future commercial success depends, in part, on our ability to obtain and maintain patents and other intellectual property rights and proprietary protections for commercially important technologies, inventions and know-how related to our business, defend and enforce our patents, preserve the confidentiality of our trade secrets, and operate without infringing, misappropriating or otherwise violating the intellectual property rights of third parties.

As of the Latest Practicable Date, we owned 58 registered patents in China and 75 registered patents in the United States, and 120 patent applications in China and 43 patent applications in the United States. As of the same date, we had two integrated circuit layout design registrations, 102 software copyrights in China, two software copyrights in the United States and 176 registered trademarks globally. The intellectual properties for each of our Specialist Technology Products are all self-developed by our R&D department.

We acquire patents through self-development. As of the Latest Practicable Date, we owned all of our patents as well as patent applications and had no co-own or co-share arrangements of our patents and patent applications with third parties.

The table below lists the portfolio of material patents, patent applications and software copyrights for our core technologies of which we are the registered owner as of the Latest Practicable Date:

| No. | Name of patent / software copyright | Type | Version | Covered region | Place of registration | Application / patent / certificate registration number | Registered owner | Date of Grant | Expiry date | Status | |-----|--------------------------------------|------|---------|----------------|-----------------------|--------------------------------------------------------|------------------|---------------|-------------|--------| | 1. | The method of automatic white balance (自動白平衡的方法) | Invention | N/A | China | China | 2022-10647760.6 | Black Sesame PRC Wuhan | May 16, 2023 | June 8, 2042 | Granted | | 2. | Defective pixel correction method (缺陷像素校正方法) | Invention | N/A | China | China | 2022-10216127.1 | Black Sesame PRC Wuhan | May 9, 2023 | March 7, 2042 | Granted | | 3. | Bandwidth-efficient image signal processing with interleaved online and offline (在線和離線交錯的帶寬高效的圖像信號處理) | Invention | N/A | China | China | 2021-10485511.7 | Black Sesame PRC Chongqing | April 18, 2023 | April 30, 2041 | Granted | | 4. | Method, apparatus and system for external reference calibration of image acquisition devices (用於圖像獲取設備的外參標定方法、裝置和系統) | Invention | N/A | China | China | 2021-10179411.1 | Black Sesame PRC Chongqing | February 28, 2023 | February 7, 2041 | Granted |

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| No. | Name of patent / software copyright | Type | Version | Covered region | Place of registration | Application / patent / certificate registration number | Registered owner | Date of Grant | Expiry date | Status | |-----|--------------------------------------|------|---------|----------------|-----------------------|--------------------------------------------------------|------------------|---------------|-------------|--------| | 5. | System and method for detecting objects on long distance roads (用於檢測遠距離道路上的物體的系統和方法) | Invention | N/A | China | China | 2020-10278360.3 | Black Sesame PRC Chongqing | December 21, 2021 | April 10, 2040 | Granted | | 6. | Method for measuring illumination condition by using double cameras (利用雙相機測量光照條件的方法) | Invention | N/A | China | China | 2019-10875647.1 | Black Sesame PRC Shanghai | | | | | 7. | Method for splicing optical images in 360-degree panoramic looking around by utilizing cameras and radars arranged around vehicle (拼接全景光學圖像的方法) | Invention | | | | | | | | | | 8. | Three-phase machine alignment in mobile devices (移動設備中的三相機對準) | Invention | | | | | | | | | | 9. | Dual camera calibration (雙相機校準) | Invention | | | | | | | | | | 10. | For generating the dual camera systems of real-time deep figure (用於生成即時深度圖的雙相機系統) | Invention | | | | | | | | | | 11. | Method of double camera focusing (一種雙相機對焦的方法) | Invention | | | | | | | | | | 12. | A method for reducing global motion and roll-up shutter effects in dual camera systems (一種減少雙攝像頭系統中全局運動和捲簾快門效應的方法) | Invention | | | | | | | | | | 13. | Image processing methods, devices and electronic devices (圖像處理方法、裝置及電子設備) | Invention | | | | | | | | |

BUSINESS

No. 31.

Name of patent/ software copyright

Type

Application/ patent/ certificate Place of registration registration number

Version

Covered region

Registered owner

N/A

China

Black Sesame PRC Chongqing

N/A

China

N/A

Date of Grant Expiry date

Status

2020-10278258.3

N/A

Pending

Black Sesame PRC Chongqing

2020-10274418.7

January 9, 2024 April 9, 2040

Granted

China

Black Sesame PRC Wuhan

2024-10176390.1

N/A

N/A

Pending

N/A

China

Black Sesame PRC Wuhan

2023-10539883.2

N/A

N/A

Pending

N/A

United States

Black Sesame United States US 11425304 US B1

August 23, 2022

December 6, 2041

Granted

N/A

United States United States United States United States United States

Black Sesame US Black Sesame US Black Sesame US Black Sesame US Black Sesame US

November 22, 2022 November 29, 2022 November 22, 2022 January 11, 2022 November 1, 2022

September 22, Granted 2041 August 30, Granted 2041 August 3, 2041 Granted

N/A

United States

Black Sesame United States US 11122248 US B1

September 14, July 20, 2040 2021

42.

Granted

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Date of Grant Expiry date

Status

Granted

April 16, 2039 Granted

BUSINESS

No. 14.

15.

16.

17. 18.

19.

20.

21.

22.

Name of patent/ software copyright

Type

Image acquisition systems and Invention methods, electronic devices and computer readable storage media (圖像採集系統和方法、 電子設備和計算機可讀存儲介 質) Unified traffic control for multi- Invention camera systems (用於多攝像 機系統的統一流量控制) Specific super-resolution fusion Invention polarization imaging system (具體超分辨率融合的偏振成像 系統) Cache-based warping engine (基 Invention 於高速緩存的扭曲引擎) Image compression methods, Invention image decompression methods and electronic devices (圖像 壓縮方法、圖像解壓縮方法和 電子設備) Invention Approach to mixed-lane modeling (混合車道建模的方 法) Multi-stage synthesis method for Invention multi-frame equal-exposure images (多幀等曝光圖像的多 階段合成方法) Method for creating single re- Invention exposure multi-frame image capture for HDR video (製作 HDR視頻的單重曝光多幀圖像 捕獲的方法) Stereo vision using weakly Invention aligned heterodyne cameras (利用弱對準的異構相機的立體 視覺)

| Application/patent/certificate registration number | Place of registration | Version | Covered region | Registered owner | Date of Grant | Expiry date | Status | |---|---|---|---|---|---|---|---| | 2022-11024160.0 | N/A | N/A | China | Black Sesame PRC Shenzhen | N/A | N/A | Pending | | 2022-10999088.7 | N/A | N/A | China | Black Sesame PRC Shanghai | N/A | N/A | Pending | | 2022-10863882.9 | N/A | N/A | China | Black Sesame PRC Wuhan | N/A | N/A | Pending | | 2022-10863872.5 | N/A | N/A | China | Black Sesame PRC Wuhan | N/A | N/A | Pending | | 2022-10735115.X | N/A | N/A | China | Black Sesame PRC Wuhan | N/A | N/A | Pending | | 2022-10681653.5 | N/A | N/A | China | Black Sesame PRC Wuhan | N/A | N/A | Pending | | 2021-11095200.6 | N/A | N/A | China | Black Sesame PRC Chongqing | N/A | N/A | Pending | | 2021-10893086.5 | N/A | N/A | China | Black Sesame PRC Chongqing | N/A | N/A | Pending | | 2021-10604282.6 | N/A | N/A | China | Black Sesame PRC Shanghai | February 9, 2024 | May 31, 2041 | Granted |

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No. 23.

24.

25.

26.

27.

28.

29. 30.

Name of patent/ software copyright

Type

Integer-based fused Invention convolutional layers in convolutional neural networks and fused convolution methods (卷積神經網絡中基於 整數的融合卷積層以及融合卷 積方法) Multi-camera system with flash Invention for depth map generation (用 於深度圖生成的具有閃光燈的 多相機系統) Invention Camera external reference calibration method, system and surround view system for vehicle surround view system (車輛環視系統的相機外參標定 方法,系統及環視系統) A communication method for Invention direct function calls between processes (一種進程間直接函 數調用的通信方法) Anomaly detection method and Invention system for image processing circuits (用於圖像處理電路的 異常檢測方法及系統) Road slope prediction method, Invention device and storage medium (道路坡度預測方法,裝置和存 儲介質) Partial frame sensing method Invention (部分幀感知方法) Systems and methods for Invention parking space detection and tracking (用於停車位檢測和跟 踪的系統和方法)

| Application/patent/certificate registration number | Place of registration | Version | Covered region | Registered owner | Date of Grant | Expiry date | Status | |---|---|---|---|---|---|---|---| | 2021-10601650.1 | N/A | N/A | China | Black Sesame PRC Shanghai | N/A | N/A | Pending | | 2021-10572369.X | N/A | N/A | China | Black Sesame PRC Chongqing | August 8, 2023 | May 25, 2041 | Granted | | 2021-10349097.7 | N/A | N/A | China | Black Sesame PRC Shanghai | N/A | N/A | Pending | | 2021-10310010.5 | N/A | N/A | China | Black Sesame PRC Shanghai | April 16, 2024 | March 23, 2041 | Granted | | 2021-10241971.5 | N/A | N/A | China | Black Sesame PRC Shanghai | May 17, 2024 | March 3, 2041 | Granted | | 2021-10168440.8 | N/A | N/A | China | Black Sesame PRC Chongqing | July 4, 2023 | February 7, 2041 | Granted | | 2020-11412353.4 | N/A | N/A | China | Black Sesame PRC Shanghai | N/A | N/A | Pending | | 2020-10503712.0 | N/A | N/A | China | Black Sesame PRC Chongqing | February 23, 2024 | June 5, 2040 | Granted |

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No. 31.

Name of patent/ software copyright

Type

| Application/patent/certificate registration number | Place of registration | Version | Covered region | Registered owner | Date of Grant | Expiry date | Status | |---|---|---|---|---|---|---|---| | 2020-10278258.3 | N/A | N/A | China | Black Sesame PRC Chongqing | N/A | N/A | Pending | | 2020-10274418.7 | N/A | N/A | China | Black Sesame PRC Chongqing | January 9, 2024 | April 9, 2040 | Granted | | 2024-10176390.1 | N/A | N/A | China | Black Sesame PRC Wuhan | N/A | N/A | Pending | | 2023-10539883.2 | N/A | N/A | China | Black Sesame PRC Wuhan | N/A | N/A | Pending | | US 11425304 B1 | United States | N/A | United States | Black Sesame US | August 23, 2022 | December 6, 2041 | Granted | | N/A | United States | N/A | United States | Black Sesame US | November 22, 2022 | September 22, 2041 | Granted | | N/A | United States | N/A | United States | Black Sesame US | November 29, 2022 | August 30, 2041 | Granted | | N/A | United States | N/A | United States | Black Sesame US | November 22, 2022 | August 3, 2041 | Granted | | N/A | United States | N/A | United States | Black Sesame US | January 11, 2022 | N/A | Granted | | N/A | United States | N/A | United States | Black Sesame US | November 1, 2022 | N/A | Granted | | US 11122248 B1 | United States | N/A | United States | Black Sesame US | September 14, 2021 | July 20, 2040 | Granted |

42.

BUSINESS

| No. | Name of patent/software copyright | Type | Version | Covered region | Registered owner | Place of registration | Application/patent/certificate registration number | Date of Grant | Expiry date | Status | |-----|-----------------------------------|------|---------|---------------|------------------|----------------------|--------------------------------------------------|---------------|-------------|--------| | 44. | Methods for adaptive quantization of convolutional neural networks (用於卷積神經網絡的自適應量化的方法) | Invention | N/A | United States | Black Sesame US | United States | US 11315209 B2 | April 26, 2022 | May 8, 2040 | Granted | | 45. | Methods for pruning convolutional neural networks (修剪卷積神經網絡的方法) | Invention | N/A | United States | Black Sesame US | United States | US 11281915 B2 | March 22, 2022 | December 10, 2039 | Granted | | 46. | Distant on-road object detection | Invention | N/A | United States | Black Sesame US | United States | US 10943132 B2 | March 9, 2021 | August 16, 2039 | Granted | | 47. | Real-time robust surround view parking space detection and tracking | Invention | N/A | United States | Black Sesame US | United States | US 10867192 B1 | December 15, 2020 | August 6, 2039 | Granted | | 48. | In-line and offline staggered bandwidth efficient image signal processing | Invention | N/A | United States | Black Sesame US | United States | US 10609299 B1 | March 31, 2020 | January 22, 2039 | Granted | | 49. | Partial frame perception | Invention | N/A | United States | Black Sesame US | United States | US 10609360 B2 | March 31, 2020 | January 10, 2039 | Granted | | 50. | Model-based method for 360 degree surround view using cameras and radars mounted around a vehicle | Invention | N/A | United States | Black Sesame US | United States | US 10864860 B2 | December 15, 2020 | September 10, 2038 | Granted | | 51. | Dual camera system for real-time depth map generation | Invention | N/A | United States | Black Sesame US | United States | US 10375378 B2 | August 6, 2019 | June 15, 2038 | Granted | | 52. | Camera external parameter calibration method and system for vehicle panoramic system, and panoramic system | Invention | N/A | United States | Black Sesame US | United States | 17703509 | N/A | N/A | Pending | | 53. | Inter-process communication method and apparatus, computer device and computer-readable medium | Invention | N/A | United States | Black Sesame US | United States | 17702419 | N/A | N/A | Pending | | 54. | Anomaly detection method and system for image signal processor | Invention | N/A | United States | Black Sesame US | United States | 17686168 | N/A | N/A | Pending | | 55. | External parameter calibration method, device and system for image acquisition apparatus | Invention | N/A | United States | Black Sesame US | United States | US12020456B2 | June 25, 2024 | February 23, 2043 | Granted |

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BUSINESS

| No. | Name of patent/software copyright | Type | Version | Covered region | Registered owner | Place of registration | Application/patent/certificate registration number | Date of Grant | Expiry date | Status | |-----|-----------------------------------|------|---------|---------------|------------------|----------------------|--------------------------------------------------|---------------|-------------|--------| | 56. | Sensor data transmission method and device, storage medium and terminal for autonomous driving (用於自動駕駛的傳感器數據傳輸方法及裝置、存儲介質、終端) | Invention | N/A | United States | Black Sesame US | United States | US 11507823 B2 | N/A | October 23, 2040 | Granted | | 57. | Camera calibration method and device, computer-readable storage medium and terminal (相機標定方法及裝置、計算機可讀存儲介質、終端) | Invention | N/A | United States | Black Sesame US | United States | 17543978 | N/A | N/A | Pending | | 58. | Reducing global motion and rolling shutter in a dual camera system | Invention | N/A | United States | Black Sesame US | United States | 17381873 | N/A | N/A | Pending | | 59. | Adaptive quantization and mixed precision in a network | Invention | N/A | United States | Black Sesame US | United States | 17355842 | N/A | N/A | Pending | | 60. | Unified Flow Control for Multi-Camera System | Invention | N/A | United States | Black Sesame US | United States | US 11516439 B1 | N/A | July 20, 2040 | Granted | | 61. | Multiple frame defect pixel detection and correction | Invention | N/A | United States | Black Sesame US | United States | US 11509845 B2 | N/A | N/A | Granted | | 62. | Unprocessed image coding and decoding | Invention | N/A | United States | Black Sesame US | United States | US 11223780 B1 | N/A | N/A | Granted | | 63. | Hybrid lane model | Invention | N/A | United States | Black Sesame US | United States | US11622066B2 | April 4, 2023 | N/A | Granted | | 64. | Method, device and storage medium for road slope predicting | Invention | N/A | United States | Black Sesame US | United States | 17068263 | N/A | N/A | Pending | | 65. | Cache-based warp engine | Invention | N/A | United States | Black Sesame US | United States | US 11490064 B2 | N/A | N/A | Granted | | 66. | Neural network based auto-white-balancing | Invention | N/A | United States | Black Sesame US | United States | US 11050999 B1 | June 29, 2021 | May 26, 2040 | Granted | | 67. | Generating high dynamic range video using low dynamic range image sensor | Invention | N/A | United States | Black Sesame US | United States | US11657529B2 | May 23, 2023 | January 20, 2042 | Granted | | 68. | Flash array for portable camera system | Invention | N/A | United States | Black Sesame US | United States | US 11043007 B1 | June 22, 2021 | May 26, 2040 | Granted | | 69. | Integer-based fused convolutional layer in a convolutional neural network | Invention | N/A | United States | Black Sesame US | United States | US 11223780 B1 | N/A | N/A | Granted | | 70. | Multiple camera system with flash for depth map generation | Invention | N/A | United States | Black Sesame US | United States | US 11490064 B2 | N/A | N/A | Granted | | 71. | Multi-sensor fusion integrated development platform (server side) (多傳感器融合集成開發平台（服務端）) | N/A | V1.0.0 | China | Black Sesame Chengdu | PRC | 2022SR1572442 | December 15, 2022 | N/A | Approved | | 72. | adsp code generation tool software (adsp代碼生成工具軟件) | N/A | V1.0 | China | Black Sesame Chengdu | PRC | 2022SR1557979 | November 22, 2022 | N/A | Approved | | 73. | QT-based multi-camera joint calibration tool (基於QT的多相機聯合標定工具) | N/A | V1.0 | China | Black Sesame Chengdu | PRC | 2021SR1812188 | November 19, 2021 | N/A | Approved | | 74. | CloudDevice Management System (CloudDevice 雲設備管理系統) | N/A | V1.0 | China | Black Sesame Wuhan | PRC | N/A | N/A | N/A | N/A | | 75. | gitbook tool green one-click toolkit software (gitbook tool 綠色一鍵工具包軟件) | N/A | N/A | China | N/A | PRC | N/A | N/A | N/A | N/A |

BUSINESS

No. | Name of patent/software copyright | Type | Version | Place of registration | Application/patent/certificate registration number | Date of Grant | Expiry date | Status | Covered region | Registered owner

71. | BST Visual Calibration Tool (BST視覺標定工具軟件) | N/A | V1.0 | China | 2019SR1317696 | December 9, 2019 | N/A | Approved | China | Black Sesame Shanghai PRC

72. | BST Image Annotation software (BST Image Annotation 圖像標注軟件) | N/A | V1.0 | China | 2019SR0550910 | May 31, 2019 | N/A | Approved | China | Black Sesame Shanghai PRC

73. | adsp topological analysis tool software (adsp拓補分析工具軟件) | N/A | V1.0 | China | 2023SR0886039 | August 2, 2023 | N/A | Approved | China | Black Sesame Chengdu PRC

74. | Algorithmic C reference model | N/A | N/A | United States | TX 8-822-746 | December 5, 2019 | N/A | Approved | United States | Company

Regarding the tenure of our intellectual properties: (i) for patents, according to the Patent Law of the PRC, the validity period of an invention patent is 20 years from the filing date. The filing dates of our issued patents in China are mainly within 2017 to 2022, so our patents are expected to remain valid for a long period, and the expiration dates are mainly within 2037 to 2042; and (ii) for copyright, according to the Copyright Law of the PRC, software copyrights are valid for 50 years from the date of completion of the work created by a legal person. The completion dates of our software are mainly within 2018 to 2022, therefore our software copyrights are expected to remain valid for a long period, and the expiration dates are mainly within 2068 to 2072.

Regarding the payment obligations in relation to our intellectual properties: (i) for issued invention patents, we are mainly required to pay the annual patent fee to competent authorities. We have kept track of the payment requirements for annual fees and made payment accordingly. Up to the Latest Practicable Date, all the due annual fees for the issued patents are paid and the issued patents are valid according to our PRC Legal Advisor; and (ii) for pending patents, we are mainly required to pay the application fee, the substantive examination fee and the re-examination fee, depending on the examination progress, and we made the payment as required by the competent authorities as of the Latest Practicable Date. As the intellectual properties for each of our Specialist Technology Products are all self-developed, and have not been licensed or transferred from third parties, so there are no corresponding license or transfer fees that we are obligated to pay.

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BUSINESS

我们于2020年、2021年及2022年提交的部分专利或软件著作权申请仍在审批中。根据中国《专利法》，发明专利申请的审查包括五个阶段：受理、初步审查、公布、实质审查及授权。目前，部分发明专利仍处于实质审查阶段。根据我们的中国法律顾问，发明专利实质审查阶段通常需要六至十八个月。因此，发明专利的审查周期一般为两至三年。根据中国《著作权法》，软件著作权自作品完成之日起自动取得，因此我们的软件著作权均无需等待审批。综上所述，我们的中国法律顾问确认，截至最后实际可行日期，我们在获得上述待审专利╱软件著作权申请的批准方面不存在任何法律或法规程序上的障碍。

单项专利的保护期限因授权所在国家╱地区而异。在中国及我们提交专利申请的大多数其他国家和地区，已授权发明专利的保护期限通常自该专利在相关国家最早申请的非临时专利申请的申请日起计算二十年。专利实际提供的保护因权利要求及国家╱地区的不同而有所差异，并取决于多种因素，包括专利类型、保护范围、专利期限延长或调整的可行性、特定国家╱地区可用的法律救济措施，以及专利的有效性和可执行性。我们无法保证我们持有的任何待审专利申请或将来可能提交的任何此类专利申请最终能够获得授权，亦无法保证我们持有的任何已授权专利或将来可能获得授权的任何此类专利能够在商业上有效保护我们的候选产品及其设计方法。

在某些情况下，我们可能依赖商业秘密和╱或保密信息来保护我们技术的某些方面。我们寻求通过与顾问、咨询人员及承包商签订保密协议，以部分保护我们的专有技术和流程。我们与高级管理人员及研发团队特定核心成员及其他能够获取我们商业秘密或保密信息的员工签订了包含保密及竞业禁止条款的协议。我们用于聘用员工的标准劳动合同包含权利转让条款，根据该条款，员工在工作过程中产生的所有发明、技术、专有技术及商业秘密的所有权利均归属于我们。

上述协议可能无法为我们的商业秘密和╱或保密信息提供充分保护。上述协议亦可能遭到违反，导致我们的商业秘密和╱或保密信息被盗用，而我们可能无法就任何此类违约行为获得充分救济。此外，我们的商业秘密和╱或保密信息可能被第三方知悉或被独立开发，亦可能被我们向其披露该等信息的任何合作方滥用。尽管采取了各种措施保护我们的知识产权，未经授权的一方仍可能尝试或成功复制我们产品的某些方面，或在未经我们同意的情况下获取或使用我们视为专有的信息。因此，我们可能无法充分保护我们的商业秘密和专有信息。

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BUSINESS

我们还通过维护厂区的实物安全以及信息技术系统的实物和电子安全，来保护数据和商业秘密的完整性与保密性。尽管采取了各种措施保护数据和知识产权，未经授权的第三方仍可能尝试或成功获取并使用我们视为专有的信息。请参阅"风险因素——与我们一般业务运营相关的风险——我们的信息技术网络和系统可能遭遇故障、意外系统中断、中断、不足或安全漏洞"。

我们还拥有多项已注册商标及待审批商标申请。截至最后实际可行日期，我们已在中国及其他司法管辖区为本公司及公司标志注册了商标，并正在其他可行且适当的司法管辖区寻求对本公司及公司标志的商标保护。

我们制定了知识产权管理规程，并与员工签订了专有信息及发明协议，以明确界定知识产权的范围、厘清知识产权的归属以及确定员工的保密义务。我们制定了详细的知识产权程序指引，包括知识产权的范围及申请程序，以最大程度保护我们的知识产权。知识产权委员会对员工的发明进行审查，以确定哪些发明应申请专利或软件著作权，哪些应作为商业秘密予以保密。此外，我们向员工提供激励措施，鼓励其披露发明，以推动内部研发。员工须签署保密条款，以防止核心发明或技术的泄露。

在业绩记录期间及截至最后实际可行日期，我们未曾涉及任何重大法律、仲裁或行政诉讼，或任何知识产权侵权索赔（无论我们作为申索方还是被申索方）。我们的董事确认，截至最后实际可行日期，他们并不知悉我们存在任何侵犯第三方知识产权的法律、仲裁或行政诉讼。详情请参阅本招股说明书附录四"法定及一般信息——B. 关于我们业务的进一步信息——2. 知识产权"。有关知识产权的相关风险，请参阅"风险因素——与我们知识产权相关的风险"。

销售与营销

我们的销售网络

我们主要通过直销团队销售产品和解决方案。通过直销，我们能够第一手了解客户的技术和业务发展计划，提出技术解决方案和产品选型建议，并帮助客户高效解决问题。我们的销售团队凭借对客户业务和行业的深入理解，能够为客户创造价值。

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BUSINESS

我们的销售工作以客户需求为核心。我们充分利用销售团队、汽车整车厂商（OEM）及一级供应商之间的协作来识别客户需求。我们的销售团队还与产品市场团队及研发团队紧密合作，针对相关行业潜在客户面临的痛点，提出适合的产品和解决方案。

截至2024年3月31日，我们的销售团队由38名员工组成，具备丰富的行业经验和对我们产品及解决方案的深入专业知识。我们已在中国大陆主要城市设立销售办事处，包括上海、深圳、北京、武汉和重庆。通过这些销售办事处，我们的业务覆盖范围已延伸至中国大陆几乎所有地区。

定价

我们在产品定价时综合考虑多种因素，包括产品定位、竞争格局、目标消费者的消费模式及生产成本。我们已为销售团队制定了标准化的定价参考依据，并针对（i）自动驾驶产品及解决方案和（ii）智能影像解决方案分别制定了不同的定价政策。

具体而言：

自动驾驶产品及解决方案。我们对自动驾驶产品及解决方案的定价主要取决于客户的项目需求，综合考虑资源投入、成本、毛利率及市场状况等因素。我们可根据具体客户情况逐案调整最终定价。由于A1000 Pro针对与A1000和A1000L不同的客户群体及应用场景，我们预计A1000 Pro的销售（须待客户订单确认）不会对A1000和A1000L未来的定价策略产生影响。

智能影像解决方案。我们主要（i）向客户授权自主研发的软件及算法，并就此收取许可费；以及（ii）销售内嵌我们专有算法的摄像头紧凑型模组等产品。我们参照市场上同类产品对智能影像解决方案进行定价。

市场营销

我们的市场营销部门负责提升品牌知名度，并推广我们的新产品、现有产品及解决方案。在打造以技术驱动创新为核心的全球品牌过程中，我们采用了综合性的市场营销及品牌推广策略，通过多种渠道触达潜在客户，包括线下及线上活动、内容营销、合作伙伴营销、开发者推广、搜索引擎优化、社交媒体及公共关系。

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Year ended December 31, 2022

Customer

Products and Services Sold

Customer Background

Year of Commencing Typical Listed Business Sales % of Total Year of Credit Stock Relationship Amount Revenue Establishment Terms Exchange Headquarter Ownership RMB'000

Customer A . . Autonomous A driving safety driving products management solutions and solutions provider in China Customer E . . Intelligent A passenger imaging vehicle OEM solutions in China Customer F . . Autonomous A tier 1 supplier driving products in China and solutions Customer G . . Autonomous A driving assistance driving products system solutions and solutions provider in China Customer B . . Intelligent A mobile imaging telecommunication solutions service provider in China

2020

51,765

43.5%

2014

180 days N/A

Zhejiang

Private

2022

17,220

14.5%

2015

60 days N/A

Shanghai

Private

2021

13,168

11.1%

2010

90 days N/A

Guangdong

Private

2021

4,098

3.4%

2009

60 days N/A

Hubei

Private

2019

3,432

2.9%

1999

Stateowned; Public

89,683

75.4%

180 days Hong Kong Shandong Stock Exchange (as subsidiary)

Total

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BUSINESS

Year ended December 31, 2023

Customer

Products and Services Sold

Customer Background

Year of Commencing Typical Listed Business Sales % of Total Year of Credit Stock Relationship Amount Revenue Establishment Terms Exchange Headquarter Ownership RMB'000

Customer A . . Autonomous A driving safety driving products management solutions and solutions provider in China Customer H . . Autonomous A passenger driving products vehicle OEM and solutions in China Customer I . . . Autonomous A tier 1 supplier driving products in China and solutions Customer J . . . Autonomous A passenger driving products vehicle OEM and solutions in China Customer F . . Autonomous A tier 1 supplier driving products in China and solutions

2020

38,020

5.4%

2014

180 days N/A

Zhejiang

Private

2022

24,285

3.4%

2015

90 days Hong Kong Shandong Stock Exchange

Stateowned; Public

2022

16,100

2.3%

2000

60 days N/A

Hubei

Stateowned; Private

2023

14,500

2.1%

2013

90 days N/A

Hubei

Private

2021

13,168

1.9%

2010

90 days N/A

Guangdong

Private

106,073

15.2%*

Total

* Note: The proportion of our five largest customers for the year ended December 31, 2023 was lower compared to prior years primarily because our revenue from the FAD platform service became significant in this year, and the FAD platform service revenue was generated from a large number of end users (i.e., drivers using our FAD platform service).

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BUSINESS

Six months ended June 30, 2024

Customer

Products and Services Sold

Customer Background

Year of Commencing Typical Listed Business Sales % of Total Year of Credit Stock Relationship Amount Revenue Establishment Terms Exchange Headquarter Ownership RMB'000

Customer A . . Autonomous A driving safety driving products management solutions and solutions provider in China Customer E . . Intelligent A passenger imaging vehicle OEM solutions in China Customer K . . Autonomous A tier 1 supplier driving products in China and solutions Customer H . . Autonomous A passenger driving products vehicle OEM and solutions in China Customer L . . Autonomous A passenger driving products vehicle OEM and solutions in China

2020

117,068

28.6%

2014

180 days N/A

Zhejiang

Private

2022

40,553

9.9%

2015

60 days N/A

Shanghai

Private

2024

17,580

4.3%

2009

60 days N/A

Shanghai

Private

2022

12,018

2.9%

2015

90 days Hong Kong Shandong Stock Exchange

Stateowned; Public

2024

8,445

2.1%

2016

90 days N/A

Shanghai

Private

195,664

47.7%**

Total

** Note: Revenue from our five largest customers for the six months ended June 30, 2024 accounted for a higher percentage compared to the year ended December 31, 2023 as the FAD platform service during the six months ended June 30, 2024 had not yet reached the same scale as the year ended December 31, 2023.

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BUSINESS

To our knowledge, none of our Directors, their respective close associates or any Shareholders who, to our knowledge, hold more than 5% of our issued share capital have any interest in any of our five largest customers during the Track Record Period.

SUPPLIERS

Our major suppliers include chip foundries, chip packaging and testing service providers, hardware module manufacturers, algorithm providers and map data service providers.

The salient terms of our agreements with our major suppliers are set out below:

• Collaboration or supply arrangement: We collaborate with chip foundries to design chips through technology licensing arrangements and then purchase the resulting chips from them. We enter into separate supply agreements with chip packaging and testing service providers, hardware module manufacturers, algorithm providers and map data service providers to purchase their products or services.

• Minimum purchase commitment: Generally, we are not required to make minimum purchase commitments to our suppliers.

• Payment term: We typically pay our suppliers within a credit period of 30 to 60 days from the invoice date or upon acceptance of the relevant products or services.

• Term and Termination: Supply agreements are generally for a term of one year and are renewable upon expiry. Supply agreements may be terminated by mutual consent or upon material breach.

Revenue generated from our largest supplier in each year or period during the Track Record Period accounted for 58.3%, 58.1%, 20.7% and 49.8%, respectively, of our cost of revenue for the respective year or period. Revenue generated from our five largest suppliers in each year or period during the Track Record Period accounted for 88.6%, 83.5%, 55.5% and 78.7%, respectively, of our cost of revenue for the respective year or period.

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BUSINESS

Notes: 1

Customer A is a driving safety platform provider focusing on the research, development, application and promotion of safe driving hardware and data service products. It mainly provides advanced emergency braking system, blind spot active safety system and driver monitoring system.

2

Customer B is a subsidiary of a major Chinese mobile network operator providing mobile voice and multimedia services through its nationwide mobile telecommunications network across mainland China and Hong Kong.

3

Customer C is an advanced driver-assistance system provider focusing on the development of proprietary ADAS with driver monitoring system at its core, providing domestic and overseas users with ADAS solutions.

4

Customer D is a high-tech enterprise focusing on the R&D and manufacturing of data platforms, intelligent algorithms and intelligent device terminals, providing intelligent solutions for vehicles, travelling and outdoor application scenarios with services covering data management platforms, scenario-based algorithms and data analysis.

5

Customer E is an advanced driver-assistance system and product developer focusing on the provision of comprehensive automotive electronics solutions and services to domestic and overseas OEMs.

6

Customer F is a manufacturer for CCTV closed-circuit television monitoring series products, covering product development, design, sales and technology services.

7

Customer G is a comprehensive automobile industry group focusing on automobile parts manufacturing, automobile sales and services, trade agency and project investment.

8

Customer H is an automobile parts manufacturer that develops and sells communication equipment, electronic products, computers, software and auxiliary equipment, automotive information and automotive safety systems and components, driver-assistance safety systems and components, sensor series, cockpit modules, in-vehicle application software, and automotive electronic products and components.

9

Customer I is a high-precision map service provider focusing on construction of high-precision maps, positioning and cloud services such as data mining and dynamic updating for individuals, automobile OEMs, industrial users and governmental agencies.

10

Customer J is an autonomous technology provider focusing on the provision of intelligent special purpose vehicles with autonomous driving systems.

11

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Year ended December 31, 2022

| Customer | Products and Services Sold | Customer Background | Year of Commencing Business Relationship | Sales Amount RMB'000 | % of Total Revenue | Year of Establishment | Typical Credit Terms | Listed Stock Exchange | Headquarter | Ownership | |---|---|---|---|---|---|---|---|---|---|---| | Customer A | Autonomous driving products and solutions | A driving safety management solutions provider in China | 2020 | 71,988 | 43.5% | 2014 | 180 days | N/A | Zhejiang | Private | | Customer D | Autonomous driving products and solutions | A driving assistance system solutions provider in China | 2021 | 16,725 | 10.1% | 2013 | 60 days | N/A | Shanghai | Private | | Shanghai Baolong Group | Autonomous driving products and solutions | An automobile parts manufacturer in China | 2021 | 15,933 | 9.6% | 2018 | 270 days | Shanghai Stock Exchange (as subsidiary) | Anhui | Public | | Customer E | Autonomous driving products and solutions | A driving assistance system solutions provider in China | 2022 | 11,664 | 7.1% | 2017 | 30 days | N/A | Guangdong | Private | | Wingtech Intelligent Technology Group | Intelligent imaging solutions | A consumer electronics manufacturer in China | 2019 | 8,378 | 5.1% | 2006 | 30 days | Shanghai Stock Exchange | Hubei | Public | | **Total** | | | | **124,688** | **75.4%** | | | | | |

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BUSINESS

Year ended December 31, 2023

| Customer | Products and Services Sold | Customer Background | Year of Commencing Business Relationship | Sales Amount RMB'000 | % of Total Revenue | Year of Establishment | Typical Credit Terms | Listed Stock Exchange | Headquarter | Ownership | |---|---|---|---|---|---|---|---|---|---|---| | Customer F | Autonomous driving products and solutions | A smart transportation solutions provider in China | 2023 | 47,397 | 15.2% | 2010 | 60 days | N/A | Guangdong | Private | | Customer D | Autonomous driving products and solutions | A driving assistance system solutions provider in China | 2021 | 33,354 | 10.7% | 2013 | 60 days | N/A | Shanghai | Private | | Customer G | Autonomous driving products and solutions | An autonomous driving solutions provider in China | 2022 | 30,655 | 9.8% | 1992 | 90 days | N/A | Hubei | Private | | Customer H | Autonomous driving products and solutions | An autonomous driving solutions provider in China | 2021 | 19,351 | 6.2% | 2020 | 90 days | N/A | Guangdong | Private | | Customer I | Autonomous driving products and solutions | A smart transportation solutions provider in China | 2022 | 18,129 | 5.8% | 2016 | 10 days | N/A | Hubei | Private | | **Total** | | | | **148,886** | **47.7%** | | | | | |

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Three months ended March 31, 2024

| Customer | Products and Services Sold | Customer Background | Year of Commencing Business Relationship | Sales Amount RMB'000 | % of Total Revenue | Year of Establishment | Typical Credit Terms | Listed Stock Exchange | Headquarter | Ownership | |---|---|---|---|---|---|---|---|---|---|---| | Customer J | Autonomous driving products and solutions | A driving assistance system solutions provider in China | 2023 | 13,097 | 47.7% | 2023 | 15 days | N/A | Guangdong | Private | | Customer F | Autonomous driving products and solutions | A smart transportation solutions provider in China | 2023 | 7,258 | 26.4% | 2010 | 60 days | N/A | Guangdong | Private | | Customer K | Intelligent imaging solutions | A consumer electronics manufacturer in the U.S. | 2018 | 3,322 | 12.1% | 1984 | 75 days | Hong Kong Beijing Stock Exchange | — | Public | | Customer L | Autonomous driving products and solutions | An electronic products and solutions provider in China | 2023 | 2,229 | 8.1% | 1995 | 30 days | Taiwan Shanghai Stock Exchange (as subsidiary) | — | Public | | Customer D | Autonomous driving products and solutions | A driving assistance system solutions provider in China | 2021 | 644 | 2.3% | 2013 | 60 days | N/A | Shanghai | Private | | **Total** | | | | **26,550** | **96.6%** | | | | | |

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客户K是一家专注于提供信息技术产品的全球技术巨头，主要包括个人电脑、服务器、存储、移动设备、软件及解决方案。

12

客户L是一家电子产品及解决方案供应商，专注于提供半导体集成电路和单片机。

在业绩记录期内，我们与客户A建立了广泛的合作关系。我们向客户A提供自动驾驶产品及解决方案，包括华山系列SoC及护卫系列产品。我们来自客户A的销售额在2021年及2022年分别为人民币2,460万元及人民币7,200万元，分别占该年度我们总收入的40.7%及43.5%。截至2023年12月31日止年度，向客户A的销售额大幅下降，主要原因在于：（i）我们对现有自动驾驶解决方案进行升级，由此产生过渡期，需要客户对其自身平台进行进一步升级和调整；以及（ii）客户A在商用车领域的下游客户在运营及流动性方面遭遇困难，导致其向客户A的采购减少，进而影响我们对客户A的销售。我们的董事确认，我们向客户A的所有销售均在正常商业条款下、在正常业务过程中以公平交易原则进行。我们的董事认为，业绩记录期内客户集中度较高，主要由于我们处于商业化初期阶段，随着我们推出更多产品线及升级解决方案以加强商业化工作，预期将发展更多元化的客户群。例如，截至最后实际可行日期，我们已就23款车型的SoC产品量产获得16家汽车整车厂及一级供应商的设计订单。此外，搭载我们华山A1000 SoC的吉利汽车领克08已实现量产，领克08于2023年9月初正式上市。同时，在自动驾驶解决方案方面，我们已与新客户开展V2X战略合作，并与行业内的机器人公司及先进解决方案公司开展SOM商业化合作。有关我们商业化工作的更多详情，请参阅"——盈利路径"。随着产品及解决方案日趋多元化，我们有望吸引更多客户并降低客户集中度风险。

截至最后实际可行日期，我们的董事、其联系人或任何股东（据董事知悉，持有或曾持有我们已发行股本5%以上者）均与我们五大客户中的任何一家均无任何权益。

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BUSINESS

SUPPLIERS

We typically engage reputable supplier vendors to ensure the quality of our products. The factors that may affect our selection mainly include technological expertise, product quality, qualifications and credentials, market reputation and price. We generally enter into framework agreements with our vendors, which set forth the general terms and conditions of purchase.

Raw Materials and Components

We procure wafers and substrates as raw materials for our SoC hardware components. We also procure electronic components for our solutions offered based on customer demand.

Suppliers of Software

We outsource the development of certain software modules to optimize our use of resources, so we can focus on our core products and services. We typically purchase software that is widely used in the industry and has a user-friendly interface to supplement our intelligent products and solutions. We select software suppliers based on their industry-specific expertise, reputation and their technical capabilities and reliability.

We typically enter into software license procurement agreements with suppliers. We usually pay the fixed subscription fee as set forth in the contract in stages, and are generally entitled to provide the access to software to our customers as end-users. We are responsible for providing after-sale services, and the suppliers shall provide us with necessary technical support and technical services related to the licensed software as well as provide necessary training to our relevant personnel.

Contract Manufacturers

As we operate on a fabless basis, we do not maintain manufacturing facilities or develop manufacturing capacity by ourselves. We currently engage TSMC to manufacture all of our SoCs. See "Risk Factors – Risks Relating to the Manufacturing of Our Products – We depend on TSMC to manufacture our SoCs." We purchase raw materials and services from TSMC primarily through our import agent Shanghai International Science and Technology Corp., Ltd during the Track Record Period, with certain R&D related procurement, including tape out and sample production services directly from TSMC in Q4 2023. See "– Our Major Suppliers." We recently started direct procurement from TSMC as we announced and launched our Wudang C1200 SoC in 2023 which employs a 7nm FFC automotive process, and we believe we could fully utilize TSMC's experience in the field of advanced process and corresponding production capability through direct cooperation for us to complete the tape out and sample production swiftly without delay to the market. Though we do not have any supply commitment from TSMC directly or indirectly, there was no indications that our cooperation with TSMC might be disrupted as of the Latest Practicable Date. During the Track Record Period and up to the Latest Practicable Date, TSMC did not express any intention to terminate their contract with us or not to renew it. We understand that according to Frost & Sullivan, there are alternative manufacturers with the technical knowledge to produce products as currently supplied by TSMC with certain variations in prices and specifications to achieve similar functions under reasonable commercial terms, and we believe we are able to find alternative provider even if we terminate our collaboration with TSMC.

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BUSINESS

The following diagrams illustrate the indirect and direct ordering arrangement between TSMC, Shanghai International and us during the Track Record Period, respectively.

Indirect ordering arrangement

① Prescribes quantity, timing and specification of products; Makes payments in RMB

② Currency exchange and payments in foreign currency

| Black Sesame | → | Shanghai International | → | TSMC | |---|---|---|---|---|

③ Production and Ex Works delivery (EXW)

④ Assists with customs clearance and declaration and delivers to our designated location

Direct ordering arrangement

① Prescribes quantity, timing and specification of products; Makes payments in USD

| Black Sesame | → | TSMC | |---|---|---|

③ Assists with customs clearance and declaration and delivers to our designated location

② Production and Ex Works delivery (EXW)

| Shanghai International | |---|

The key aspects of our relationship with Shanghai International are as follows:

• Shanghai International has been one of the long-term authorized importers of TSMC products, and according to Frost & Sullivan, it is a common practice in the industry for buyers to make payments and procure products and services through such importers.

• According to our agreement with Shanghai International,

o Shanghai International is responsible for delivering certain TSMC-manufactured products after customs clearance and declaration to our designated place against our prepayment of the purchase price based on the quantity, timing and specifications we prescribe (separately and simultaneously, we accept the pricing by confirming the fee quotes provided by TSMC for certain products of our choice). Shanghai International bears the risk

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BUSINESS

associated with such delivery such as damages, loss and delay. In the event of delay, Shanghai International shall be liable for a liquidated damage of up to 5% of the total order value.

o Shanghai International is responsible for payments to TSMC under the indirect ordering arrangement.

Year ended December 31, 2021

| Supplier | Products and Services Purchased |

Year ended December 31, 2021

| Supplier | Products and Services Purchased |

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BUSINESS

| Rank | Supplier | Products and Services Purchased | Purchase Amount (万元) | % of Total Purchase Amount | |------|----------|--------------------------------|----------------------|---------------------------|

Below is the translated text:

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自2024年1月起，我们已就A1000系列SoC的量产转换为直接订购安排，并预计在C1200 SoC进入量产阶段时同样采用此安排。由于台积电与我们在C1200 SoC的流片及样品生产方面已从直接合作中获益，双方关系得到加强，因此我们决定就华山A1000系列SoC及武当C1200 SoC的未来量产，均与台积电建立直接合作关系。

我们与上海国际的合作关系得以延续，因为在直接订购安排下，上海国际继续协助办理清关及报关手续和交付工作，我们与上海国际的关系未发生任何重大不利变化。

我们还委托合同制造商生产驾驶员疲劳预警系统等设备，以便将资源集中于技术创新、产品设计、销售及客户支持。我们根据多种因素选择合同制造商，包括研发能力、产品质量、生产能力、合作历史及价格。

以下为我们与合同制造商协议的主要条款：

•　**供货范围：** 合同制造商主要向我们提供晶圆产品及技术服务。

•　**期限与终止：** 我们通常与合同制造商签订期限为一年的框架协议，如无终止通知，协议可自动续期一年。框架协议规定合作的一般条款及条件。此后，我们另行签订采购订单，采购订单一般经双方协商一致后终止。

•　**各方主要权利与义务：** 合同制造商负责按时交付产品或服务并保证产品质量。合同制造商须满足我们规定的质量要求，并对因产品缺陷产生的责任承担赔偿责任。合同制造商通常就晶圆产品向我们提供自交货之日起一年的质保期。我们负责进口审批及税费，并负责及时付款。

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**业务**

•　**定价及付款条款：** 我们通常就向合同制造商的采购预先付款。每份采购订单的价格取决于供应产品或服务的类型、数量、质量要求及交货要求等因素。

以下为我们与进口代理商协议的主要条款：

•　**各方主要权利与义务：** 我们直接向合同制造商下达订单，并委托进口代理商负责进口相关手续，包括进口审批及税费、清关及报关，以及运输相关工作。进口代理商通常代我们向供应商支付我们向供应商下达订单的款项。我们负责及时向进口代理商付款。

•　**定价及付款条款：** 我们通常向进口代理商支付：（i）应付给合同制造商等供应商的采购费用；（ii）进口手续相关费用（如税费）；及（iii）代理服务费，该服务费通常按应付给合同制造商等供应商采购费用的固定比例计算。我们通常预先向进口代理商付款。

•　**终止：** 协议一般于各方履行完毕相应义务后终止。

截至最新可行日期，我们与合同制造商及进口代理商的安排不受任何进出口限制的约束。我们在美国出口管制法律方面的法律顾问盖茨律师事务所（K&L Gates）确认，在业绩记录期内，本集团、上海国际及台积电之间的安排未受任何现行美国出口限制的重大影响。就上述交易未发现任何违反美国出口管制法律的情况。本公司与上海国际及台积电之间的销售交易未受新美国出口管制限制的重大影响，因为相关限制大体上不适用于所涉产品。请参阅"——法律程序与合规——美国出口管制法律法规"。根据我们在美国出口管制法律方面的法律顾问的意见，我们的董事认为，在业绩记录期内，本集团、上海国际及台积电之间的安排未违反任何适用的美国出口管制法律。根据我们的中国法律顾问的意见，我们的董事认为，在业绩记录期内及截至最新可行日期，本集团、上海国际及台积电之间的安排在任何重大方面均未违反适用的中国法律。根据本公司中国法律顾问及美国出口管制法律方面的法律顾问的意见，以及"——法律程序与合规——美国出口管制法律法规"一节中的分析，联席保荐人未获悉任何可能令其对上述董事意见产生合理怀疑的事项。

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**业务**

**我们的主要供应商**

我们的主要供应商为流片及技术服务、IP核及硬件组件提供商。在业绩记录期内，每年或每个期间内我们最大供应商的采购金额分别占该年或该期间我们总采购金额的28.7%、18.1%、10.8%及16.7%。在业绩记录期内，每年或每个期间内我们前五大供应商的采购金额分别占该年或该期间我们总采购金额的68.2%、50.9%、43.4%及58.8%。

下表列示了业绩记录期内各年度或期间按采购金额排列的前五大供应商的详细信息：

截至2021年12月31日止年度

| 供应商 | 采购的产品及服务 |

BUSINESS

截至2021年12月31日止年度

| 供应商 | 采购产品及服务 | 供应商背景 | 开始业务关系年份 | 采购金额（人民币千元） | 占总采购额百分比 | |---|---|---|---|---|---| | 上海国际科技有限公司¹ | IP核及技术服务 | 中国进出口服务代理商 | 2018 | 99,566 | 28.7% | | 供应商A | IP核 | 中国IP核供应商 | 2021 | 86,586 | 25.0% | | 供应商B | ADAS组件（主机、摄像头、天线、线束） | 中国原始设备制造商 | 2020 | 19,823 | 5.7% | | 供应商C | IP核 | 中国IP核供应商 | 2021 | 16,250 | 4.7% | | 供应商D | IP | 中国技术解决方案提供商 | 2020 | 14,205 | 4.1% | | **合计** | | | | **236,430** | **68.2%** |

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业务

截至2022年12月31日止年度

| 供应商 | 采购产品及服务 | 供应商背景 | 开始业务关系年份 | 采购金额（人民币千元） | 占总采购额百分比 | |---|---|---|---|---|---| | 上海国际科技有限公司¹ | IP核及晶圆 | 中国进出口服务代理商 | 2018 | 59,306 | 18.1% | | 供应商E | 封装及测试服务 | 中国封装及测试服务提供商 | 2022 | 41,812 | 12.8% | | 供应商F | ADAS组件（车载摄像头紧凑型模块） | 中国电子设备供应商 | 2021 | 26,394 | 8.1% | | 供应商G | ADAS组件（云控制器） | 中国原始设备制造商 | 2020 | 19,832 | 6.1% | | 供应商B | ADAS组件（主机、摄像头、天线、线束） | 中国原始设备制造商 | 2020 | 18,926 | 5.8% | | **合计** | | | | **166,270** | **50.9%** |

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业务

截至2023年12月31日止年度

| 供应商 | 采购产品及服务 | 供应商背景 | 开始业务关系年份 | 采购金额（人民币千元） | 占总采购额百分比 | |---|---|---|---|---|---| | 台积电（TSMC） | 晶圆及技术服务 | 中国台湾集成电路制造服务提供商 | 2023 | 68,572 | 10.8% | | 上海国际科技有限公司¹ | 晶圆及技术服务 | 中国进出口服务代理商 | 2018 | 65,882 | 10.4% | | 供应商E | 封装及测试服务 | 中国封装及测试服务提供商 | 2022 | 51,645 | 8.1% | | 供应商H | IP核 | 中国IP核及技术服务提供商 | 2022 | 47,938 | 7.6% | | 供应商I | 交通监控摄像头组件（摄像头紧凑型模块、电源包） | 中国原始设备制造商（OEM） | 2023 | 41,215 | 6.5% | | **合计** | | | | **275,252** | **43.4%** |

截至2024年3月31日止三个月

| 供应商 | 采购产品及服务 | 供应商背景 | 开始业务关系年份 | 采购金额（人民币千元） | 占总采购额百分比 | |---|---|---|---|---|---| | 供应商E | 封装及测试服务 | 中国封装及测试服务提供商 | 2022 | 18,950 | 16.7% | | 供应商J | 技术服务 | 中国技术解决方案提供商 | 2023 | 14,906 | 13.2% | | 供应商H | IP核 | 中国IP核及技术服务提供商 | 2022 | 14,151 | 12.5% | | 供应商K | 技术服务 | 中国技术服务提供商 | 2022 | 12,260 | 10.8% | | 供应商I | 交通监控摄像头组件（摄像头紧凑型模块、电源包） | 中国原始设备制造商（OEM） | 2023 | 6,311 | 5.6% | | **合计** | | | | **66,578** | **58.8%** |

注：

¹ 上海国际科技有限公司（Shanghai International Science and Technology Corp., Ltd）担任我们的进口代理商。我们通过上海国际科技有限公司进行的主要进口业务如下：(i) 2021年，向某IP核及技术服务提供商采购IP核，金额为人民币75,441,000元；向台积电采购技术服务，金额为人民币17,598,000元，分别占我们通过上海国际科技有限公司总采购额的75.8%及17.7%；(ii) 2022年，向台积电采购晶圆，金额为人民币38,517,000元；向某IP核供应商采购IP核，金额为人民币13,325,000元；向某IP核及技术服务提供商采购IP核，金额为人民币5,441,000元，分别占我们通过上海国际科技有限公司总采购额的64.9%、22.5%及9.2%；(iii) 2023年，主要向台积电采购晶圆，金额为人民币46,875,000元；向某IP核及技术服务提供商采购技术服务，金额为人民币8,678,000元，分别占我们于2023年通过上海国际科技有限公司总采购额的71.1%及13.2%。

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BUSINESS

截至最后实际可行日期，本公司董事、其联系人或任何股东（据董事所知，持有或曾持有本公司已发行股本5%以上者）均与本公司五大供应商均无任何利益关系。

物流及库存管理

物流

我们的硬件产品通常由供应商仓库直接运送至客户指定地点。我们亦委托信誉良好的第三方物流服务提供商向客户配送。就我们所知，该等物流服务提供商均为独立第三方。

库存管理

我们的库存主要包括原材料、在制品及成品。截至2021年、2022年及2023年12月31日及2024年3月31日，我们的库存分别约为人民币320万元、7,280万元、7,140万元及8,180万元。我们所有产品均以先进先出为基础出售。我们定期追踪库存，以维持足以满足客户订单的库存水平。我们亦积极评估市场状况变化，预先储备战略性原材料，以应对潜在的供应短缺。我们的供应管理团队定期与业务运营团队一同审查库存账龄报告，并在必要时采取相应措施，以尽量降低存货过时的风险。

质量控制

我们致力于在产品及解决方案中保持最高质量标准。我们已设计并实施质量管理体系，为产品及流程的持续改进提供框架。我们亦已实施管理评审控制流程，定期对质量管理体系进行系统性审查，以密切监控质量管理体系的执行情况。

研发活动

我们依照相关法律法规及行业惯例以及内部质量控制程序开发产品及解决方案。我们在研发活动的整个过程中实施一系列严格的评估和验证流程，以确保产品及解决方案的质量。具体而言：（i）在启动阶段，我们召开会议了解客户需求，并对项目可行性进行评估和审查；（ii）在规划阶段，我们根据需求分析制定详细的项目计划并准备项目文件；（iii）在执行及监控阶段，我们实施技术解决方案，并对结果进行测试和验证；（iv）在收尾阶段，我们总结经验教训报告。

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供应链管理

我们制定了全面的政策和详细的程序，以确保从供应商处采购的零部件和原材料的质量。在遴选和评估供应商时，我们进行尽职调查，并考量多项因素，包括但不限于其声誉、资质、经验、服务或产品供应情况、价格及交货时间。

我们要求供应商遵守我们的内部供应管理政策。我们的质量控制开发部门负责就质量标准与供应商进行沟通，并对产品样品进行全面检验，以确保其符合产品设计中规定的所有技术要求。我们可能会对供应商进行定期或临时的现场检查，并要求供应商在收到通知后及时整改质量问题。

产品退货及召回

我们已制定全面的不合格品控制程序，以识别和控制不合格产品。我们采用多部门协调配合的方式处理不合格产品。我们的质量控制部门、物流部门和技术部门通过实施整改措施及持续问题追踪、人员培训和流程改进，定期跟进售后服务支持工作。质量控制部门的客户服务经理负责直接与客户沟通，产品质量经理将协助进行问题分析。客户服务经理将出具报告，并跟进相关部门落实整改措施及制定进一步改进计划。我们认为此举能有效防止不合格产品被使用或交付。在业绩记录期间及截至最后实际可行日期，我们未经历任何重大产品退货或召回事件。

竞争

我们在自动驾驶SoC市场上主要与三大类自动驾驶SoC供应商展开竞争，即专用自动驾驶SoC供应商、通用芯片供应商及汽车整车厂自研开发商。

• 专用自动驾驶SoC供应商专注于自动驾驶领域的研究，具备全面的软硬件开发能力，能够为各类汽车整车厂开发定制化的基于自动驾驶SoC的解决方案。该类供应商主要服务于汽车行业的多元化客户群体，其优势在于高度专业化及规模经济效益。

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• 通用芯片供应商相较于专业自动驾驶SoC供应商，开发并提供更为广泛的芯片产品。其产品涵盖各类汽车芯片或适用于不同应用场景的其他芯片，例如机器人、计算机、数据中心、手机及制造业。因此，该类供应商的业务重点并不局限于自动驾驶领域，其客户群体横跨多个行业。

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某些汽车整车厂商（OEM）亦自行研发车载自动驾驶SoC芯片。此举使整车厂商能够根据其特定需求对SoC进行全面定制。然而，由于高度定制化的特性以及与其他整车厂商之间的竞争态势，此类自主研发的SoC通常仅用于其自有品牌车辆，因此可能面临规模经济效益有限的风险。

员工

截至2024年3月31日，我们共有全职员工1,052名。下表列示我们按职能划分的员工人数：

| 员工职能 | 员工人数 | 占总人数百分比 | |----------|----------|----------------| | 研发 | 908 | 86.3% | | 销售与市场 | 38 | 3.6% | | 行政管理 | 106 | 10.1% | | 合计 | 1,052 | 100.0% |

我们的成功有赖于吸引、留住和激励优秀人才的能力，我们认为高质量的人才队伍是公司的核心竞争优势之一。我们在招聘工作中采用高标准、严程序，以确保新员工质量，并采用多种招聘方式，包括校园招聘、网络招聘、内部推荐及通过猎头公司或中介机构进行招聘，以满足我们对不同类型人才的需求。

根据中国法规的相关要求，我们参与由地方市级和省级政府组织的各类员工社会保障计划，包括住房公积金、养老保险、医疗保险、工伤保险、生育保险及失业保险。

我们与高管人员、管理层及员工签订劳动合同及保密协议、知识产权协议和竞业限制协议。此外，我们通常与核心员工签订专有信息及发明权协议，根据该协议，员工在任职期间所作出的一切发明的所有权利、所有权及利益均归属于本公司。此外，员工入职时，我们向其发放员工手册，就招聘、合规、薪酬、福利、绩效考核以及培训与发展等各方面重要事项，告知其相关政策及权利。

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为在劳动力市场保持竞争力，我们向员工提供具有竞争力的薪酬以及各类激励措施和福利待遇。我们投资于持续教育及培训项目，包括为管理人员及其他员工提供内部和外部培训，以提升其技能和知识水平。

我们相信与员工保持良好的劳动关系，在业绩记录期间及直至最后实际可行日期，我们未曾经历任何重大劳动争议，亦未在员工招聘方面遇到任何困难。

保险

我们已购买产品责任保险及火灾损失保险，但未购买任何关键人员保险。在业绩记录期间，我们未就业务相关事项提出任何重大保险理赔。详情请参阅"风险因素——与我们一般运营相关的风险——我们的保险范围可能不足以覆盖所有损失或客户的潜在索赔，从而影响我们的业务、经营业绩及财务状况"。我们的中国法律顾问认为，若我们产品出现缺陷或故障导致交通事故或产品召回，我们可能与汽车整车厂商共同承担侵权责任及违约责任。我们的产品责任保险通常承保因我们生产或供应的产品直接引发事故所造成的人身伤害或财产损失的法律责任。根据弗若斯特沙利文的资料，我们产品责任保险的承保范围符合市场惯例。

环境、社会及治理

我们的董事会负责对主要环境、社会及治理（ESG）风险进行监督和管理，我们ESG策略的实施由董事会办公室下设的专责ESG工作小组及相关部门负责。我们预计每季度召开一次ESG工作小组会议，进行ESG宣贯，并自2024年起发布年度ESG综合报告。我们的ESG工作小组不仅监察ESG策略实施的有效性，亦密切关注监管层面及行业ESG发展趋势，以确保我们在ESG相关事项上的合规性。在业绩记录期间及直至最后实际可行日期，根据我们中国法律顾问的意见，我们在所有重要方面均已遵守适用的有关社会、健康、安全及环境事务的中国法律法规，且未因违反社会、健康、安全或环境法律法规而遭受任何罚款或其他处罚。

可持续运营与环境保护

我们采用无晶圆厂（fabless）经营模式，不自行维持或发展制造设施及制造产能。我们要求供应商作为其合同责任的一部分，确保所供应的原材料及零部件符合特定适用的安全、健康和质量要求及环境指引，例如

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如 (i) RoHS，即限制在电气和电子设备中使用有害物质的法规，(ii) HF，即无卤素行业标准，以及 (iii) REACH，即限制化学品使用的法规。由于我们不经营任何生产设施，我们不面临重大健康、职业安全、社会或环境风险。在业绩记录期间及截至最后实际可行日期，我们未发生任何重大健康、职业安全、社会或环境事故。我们已制定采购管理规程，规定了采购的谈判流程、交货、验收、付款及其他流程，并要求采购部门在编制合格供应商名单时将环境保护和可持续发展纳入考量。

作为一家高科技公司，我们鼓励员工采取可持续做法以减少碳足迹，包括推广节能措施、鼓励在线虚拟办公、减少纸张浪费及避免不必要的出行。我们决定推行无纸化政策，并致力于将纸张消耗率降低20%。我们以数字化方式运营大部分业务，并利用云端服务减少所有办公室的纸张消耗，以保持低碳排放。例如，我们安排办公室管理员定期巡查楼层，关闭空置房间的灯光，并敦促员工在离开办公室前关闭电脑。2021年、2022年、2023年及截至2024年3月31日止三个月，我们的水电费用分别占同期总收入的1.1%、1.2%、0.9%及3.1%。我们期望通过改进研发和SoC设计流程，以及在员工中推广可持续发展意识，进一步提升用水和用电方面的可持续性。此外，我们期望加强供应商协议中的环境保护要求，并逐步将环境保护条款添加至80%的合同中。我们积极响应政府关于垃圾分类、回收利用和减少废物的各项要求，以进一步减少废物和环境污染。我们致力于保护环境，并在环境事务方面保持良好记录。

截至最后实际可行日期，我们已制定相关规程，以确保ESG条款在公司内可追溯，每日开展ESG相关宣传活动，并设立投诉邮箱，以确保问题能够得到及时解决。

员工关怀与职业发展

我们致力于培育以诚信、创新和激情为基础的协作型企业文化。我们制定了严格的平等就业机会政策，禁止任何基于种族、肤色、信仰、宗教、性别、性取向等因素的歧视行为。我们不招募任何童工，亦不存在强迫劳动和非自愿劳动情况。我们致力于为全体员工提供一个包容的工作环境。截至2024年3月31日，我们有14.5%的海外员工。我们期望在2024年较截至2023年12月31日时增加招募20%的残障人士。

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We formulate recruitment management methods to examine candidates' communication and expression, problem-solving skills and other capabilities. Besides, we have a unified salary management system and employee internal transfer management methods to ensure the fairness of salary and promotion, and the salary and promotion decisions stipulated in the system are based on the employee's position and performance, rather than personal characteristics unrelated to work. As for compliance, we establish an effective complaint mechanism to ensure that employees can safely report improper behaviours such as conflicts of interest, harassment and retaliation, and take appropriate corrective measures. Last but not least, we provide training for all employees to ensure that employees can obtain equal opportunities for learning and career development.

We value the contribution of each employee in different roles and strive to provide a fair and balanced compensation scheme. We provide supplemental commercial medical insurance for our employees in addition to employee social security plans as required under the applicable PRC regulations. Together with our comprehensive benefits package, we encourage our employees to pursue a healthy work-life balance. We provide fitness facilities and regularly organize social and team-bonding activities to ensure a positive and cohesive work environment for all. In 2024, our welfare expenses for employees are expected to exceed RMB10 million to maintain the physical and mental health of employees.

We also provide our employees with a variety of training, and support their personal development based on their different career development stages. We encourage and sponsor our employees to further their education and obtain additional professional qualifications. For gender equality, we expect to hold an event on women's leadership, career advancement and workplace risk prevention once a quarter starting in 2024.

Corporate Governance

To ensure data security and avoid data leakage, we have established stringent internal protocols under which we have clear instructions on how to handle and store the different types of data that we receive. We categorize the operating, business and management data that we receive into varying levels of sensitivity. For confidential personal data, we grant classified access only to limited employees with strictly defined and layered access authority. We have also set up a firewall to segregate our core data and require strict access digital permission to access any core data throughout our entire operation. We strictly control and manage the use of data within our various departments and do not share any personal data with external third parties. We have measures in place to prevent staff from improperly using customer information.

We have issued anti-bribery and corruption protocols which set out the policies to prevent acts of bribery and corruption. The policies and procedures have been designed to comply with legislation governing bribery and corruption on a global basis, providing guidance on the standards of behaviour to which our staff must all follow and most of them reflect the common sense and good business practices that our staff all work to in any event to avoid bribery and corruption.

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我们设计并采取了全面措施以保护我们的知识产权。我们与员工、某些顾问及咨询人员签订包含保密条款、竞业禁止条款及知识产权归属条款的雇用协议。他们承认，其在受雇或受聘于我们期间所开发的知识产权，包括我们内部开发的内容，均为我们的财产。

我们已就业务运营实施内部控制政策，涵盖反贿赂、反腐败与合规、反洗钱、欺诈、商业行为及道德准则等方面。我们建立了多层审查机制，包括设立内部审计部门，负责主导调查并向审计委员会汇报案件，并协助对整改和改进措施的调查及跟进。

自动驾驶产品与解决方案的安全设计

我们高度重视搭载我们SoC及解决方案的自动驾驶车辆的安全性。我们的自动驾驶SoC经设计和生产，符合车规级标准。我们的产品及研发流程通过了行业公认的多项安全与可靠性认证及测试。有关截至最新实际可行日期我们所遵从的主要标准、认证或要求，请参阅"——许可证、批准及许可"。

我们致力于确保我们的车规级SoC经过安全设计与验证。在功能安全的设计、认证及实施方面，我们已建立覆盖功能安全全流程的体系，从需求规划、设计与实施，到集成与验证，确保从硬件设计到软件开发的整个产品生命周期均能满足ISO 26262的要求。我们所有量产SoC均通过了基于AEC-Q100标准的可靠性设计，包括加速环境应力、加速寿命模拟、封装与组装、芯片制造及电气验证等关键测试，以确保我们车规级高算力SoC的使用寿命与可靠性。

我们构建的安全流程可实现从客户需求到最终部署的全流程快速落地，从而确保产品质量与安全，实现项目的快速实施与交付。具体而言，为确保汽车安全设计的有效性与完整性，我们建立了产品设计与产品验证两套相互独立的流程。产品设计及流程实施由我们的设计部门负责，而产品结果验证及流程认证则由我们的验证部门负责，以确保产品设计与验证的独立性和客观性，进而提升我们最终产品质量的可靠性。

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我们针对特定应用场景及其相应安全等级，采用了多种安全设计方案。我们严格的端到端保护方案依照ISO 26262标准，通过SoC上功能安全岛的模块化设计，实现不同自动驾驶功能的物理隔离，使特定功能的失效不会触发整个SoC的失效，从而防止极端条件下的事故发生。此外，功能安全岛的模块化设计不仅满足我们的汽车安全设计要求，还能在安全条件下快速构建自动驾驶功能模块，支持高效的开发设计流程及最终测试与验证。

在业绩记录期间及截至最新实际可行日期，与我们产品或服务的安全性或可靠性相关，未发生任何重大不利事件。

盈利之路

在业绩记录期内，我们实现了强劲的收入增长，展示了我们成功将产品和解决方案商业化的能力。我们的收入从2021年的人民币6,050万元增至2022年的人民币1.654亿元，并进一步增至2023年的人民币3.124亿元；收入从2023年三个月（截至2023年3月31日）的人民币2,930万元小幅下降至2024年三个月（截至2024年3月31日）的人民币2,750万元。2023年，我们向中国及海外85家客户提供了产品和解决方案。

具体而言，自动驾驶产品及解决方案的收入从2021年的人民币3,430万元增至2022年的人民币1.423亿元，并进一步增至2023年的人民币2.763亿元，分别占同年总收入的56.6%、86.0%及88.5%；自动驾驶产品及解决方案的收入从截至2023年3月31日止三个月的人民币2,270万元增至截至2024年3月31日止三个月的人民币2,360万元，分别占同期总收入的77.5%及85.8%。截至2024年3月31日，我们的SoC产品累计出货量超过156,000颗。根据弗若斯特沙利文的数据，按2023年中国市场交付数量计算，我们在高算力SoC市场的占有率为7.2%。根据同一来源，预计2024年全球及中国汽车级SoC市场规模将分别增长36.5%及42.6%，中国及全球高算力SoC的出货量预计在未来数年将大幅增加。随着自动驾驶产品及解决方案市场的进一步渗透与发展，我们预期来自此类产品及解决方案的收入将持续显著增长，并在可预见的未来成为我们的主要收入来源。

我们的毛利从2021年的人民币2,190万元迅速增长至2022年的人民币4,860万元，并进一步增至2023年的人民币7,710万元；毛利从截至2023年3月31日止三个月的人民币550万元增长至截至2024年3月31日止三个月的人民币1,670万元。我们的毛利率在2021年、2022年、2023年及截至2023年3月31日止三个月和截至2024年3月31日止三个月分别为36.1%、29.4%、24.7%、18.7%及60.9%。毛利率从2021年至2022年下降，原因在于自动驾驶产品及解决方案的收入贡献增加，该类产品涉及更多硬件组件，通常毛利率相对较低。自动驾驶产品及解决方案的毛利率从2021年的18.6%提升至2022年的24.2%，随后下降至2023年的21.4%；自动驾驶产品及解决方案的毛利率从截至2023年3月31日止三个月的12.9%提升至截至2024年3月31日止三个月的55.0%。智能影像解决方案的毛利率

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business remained relatively stable in 2021 and 2022, being 59.0% and 61.5%, respectively, and then decreased to 50.1% in 2023; our gross profit margin for intelligent imaging solutions business increased from 38.7% in the three months ended March 31, 2023 to 96.5% in the three months ended March 31, 2024.

我们的净（亏损）/利润在2021年、2022年、2023年及截至2023年3月31日止三个月和截至2024年3月31日止三个月分别为人民币(2,356.5)百万元、人民币(2,753.9)百万元、人民币(4,855.1)百万元、人民币(1,106.7)百万元及人民币1,203.3百万元。We had a net (loss)/profit of RMB(2,356.5) million, RMB(2,753.9) million, RMB(4,855.1) million, RMB(1,106.7) million and RMB1,203.3 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. During the COVID-19 resurgence in 2022, we experienced certain disruptions in terms of our sales activities. As a result, there was a temporary delay in project delivery and an overall slowdown in customer engagement, which in turn affected our product commercialization and business expansion. Eliminating impact of items including (i) share-based payment expenses and (ii) fair value change in financial instruments issued to investors, we generated an adjusted net loss (non-IFRS measure) of RMB613.6 million, RMB700.3 million, RMB1,254.2 million, RMB245.6 million and RMB319.7 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively, accounting for 1,014.1%, 423.3%, 401.5%, 839.6% and 1,163.5% of our revenue for the respective periods. See "Financial Information – Description of Major Components of Our Results of Operations – Non-IFRS Measure."

Our adjusted net losses (non-IFRS measure) were primarily due to the significant amounts of selling expenses, general and administrative expenses and R&D expenses incurred during the Track Record Period. The absolute dollar amounts of our selling expenses, general and administrative expenses and R&D expenses (excluding share-based compensation) increased throughout the Track Record Period as our business grew rapidly. Historically, we have made significant investments in our R&D activities and selling efforts as we continued to develop our products and solutions and expand our brand influence. However, as we expand the scale and scope of our business, we expect to make continuous improvement to our operational efficiency. We have started to implement prudent measures to manage our costs and operating expenses.

During the Track Record Period, we had funded our cash requirements primarily with capital contribution from shareholders and financing through the Pre-IPO Investments. See "History and Corporate Structure – Pre-IPO Investments." We had cash and cash equivalents and current financial assets at fair value through profit or loss of RMB1,553.4 million, RMB1,688.7 million, RMB1,306.7 million and RMB1,061.8 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively. Our total cash balance is sufficient to cover our net cash flows used in operating activities and provide adequate liquidity for our expansion of business operations. As such, we believe that we possess sufficient working capital, including sufficient cash and liquidity assets, after taking into account the financial resources available to us.

We recorded net losses in 2021, 2022 and 2023, and recorded adjusted net loss (non-IFRS measure) and net operating cash outflow during the Track Record Period. We currently expect such positions may continue until we achieve a greater scale. We anticipate that we will continue to incur adjusted net loss (non-IFRS measure) and operating loss for the year ending December 31, 2024, primarily due to the expected substantial R&D expenses. In the future, we aim to maintain sustainability and achieve profitability through: (i) enriching and expanding our products and solutions; (ii) expanding customer base; and (iii) enhancing our operational efficiency and economies of scale.

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Enriching and Expanding Our Products and Solutions

We focus on developing automotive-grade SoCs. We launched our A1000 and A1000L SoCs in 2020 with mass-production in 2022. We announced our Wudang Series cross-domain SoCs in April 2023, the first in the industry to integrate autonomous driving, smart cockpit, body control and other computational domains, according to Frost & Sullivan. Leveraging the technologies accumulated during the development of A1000 series and the continuous improvement of the IP cores, we developed and announced our cross-domain SoC C1200 in April 2023. The C1200 represents our efforts to deliver cross-domain integration capabilities and more complex functions to support a more centralized EEA. This approach effectively lowers costs, enhances computational power utilization, and improves communication efficiency. We expect that C1200 SoCs will integrate multiple functions on a single board that are traditionally realized by multiple computing chips, delivering more value for vehicles. We are currently engaging major potential customers for design wins and expect to generate revenue from C1200 in 2024, aiming to achieve mass production by 2025. With the launch of Wudang C1200 in 2023, we intend to further enhance the cross-sale of our autonomous driving products and solutions and meet varying customer demands. In addition, we are implementing replicable modules to quickly develop and upgrade our current products and solutions, as well as to launch new product lines, including Patronus 2.0 solution for commercial vehicles, MEC V2X solution based on Huashan series SoCs and Huashan-SOM series core computing cards. We also offer more comprehensive autonomous driving solutions based on the Huashan Series SoCs, at a higher product price, achieving an increase in the gross profit margin attributable to the integration of SoCs.

We will further enhance commercialization efforts for our autonomous driving solutions, in particular, Best Drive, Patronus 2.0 solution for commercial vehicles, MEC V2X solution based on Huashan series SoCs and Huashan-SOM series core computing cards. We have cooperated with new strategic customers for V2X strategic cooperation and robotics companies and advanced solution companies in the industry for SOM commercialization. For example, we are working with other companies to provide or planning to provide vehicle-road coordination services for smart transportation solutions for regions such as Qingshan District of Wuhan City and Chengdu High-tech Zone, and have entered into strategic cooperation framework agreement with a subsidiary of China State Construction International Holdings for cooperation in industrial park development, V2X and intelligent upgrade of infrastructure for smart city, smart highway and smart industrial park, through which we have provided hardware-software integrated system-level solutions for certain smart industrial park intelligent upgrade projects. We also started cooperation with Western Zhilian in June 2023 and expect to deliver products for edge computing in V2X projects. We are constantly upgrading our solutions, gradually from original algorithm-based solutions to more sophisticated, comprehensive SoC-based solutions that incorporate our SoCs and include software and hardware components and our gross profit had been greatly improved during the Track Record Period due to the higher added value brought by the SoC-based solutions. Such value is typically reflected in (i) more advanced autonomous driving functions as SoC-based solutions are designed to handle more complex computations required for higher levels of autonomous driving, being able to process vast amounts of data in real-time, which is crucial for advanced

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features like object detection and real-time decision making; (ii) better integration among components which allows for more efficient communication and reduced latency; (iii) higher power efficiency; and (iv) more flexibility as SoC-based solutions can be tailored to accommodate the specific requirements of an autonomous driving system, allowing for optimization of performance.

扩大客户群

我们认为，根据弗若斯特沙利文的资料，随着中国ADAS汽车销售市场处于快速增长阶段，我们的SoC及解决方案拥有广阔的市场机遇。我们的SoC能够支持综合软硬件，以生成可在乘用车、商用车及V2X场景中部署的整合解决方案。于最后实际可行日期，我们已就23款车型的SoC产品量产赢得设计定点，合作方包括16家汽车OEM及一级供应商，具体而言：(i) 11家汽车OEM及一级供应商合作的18款车型采用A1000；(ii) 4家汽车OEM及一级供应商合作的4款车型采用A1000L；及(iii) 1家一级供应商合作的1款车型可选用A1000或A1000L。展望未来，我们计划继续拓展全球及国内客户。具体而言，我们计划重点与国内OEM及一级供应商合作，建立本地供应链，并为其多样化车型建立统一的自动驾驶平台。由于我们能够基于量产SoC开发具备不同技术特性的整合解决方案，我们将能够快速将产品适配至其他车型，并从各OEM及一级供应商处获得更多意向书及车型量产订单，从而增加收入。此外，我们计划深化与战略客户的合作。

Expanding Customer Base

We believe our SoCs and solutions enjoy vast market opportunities, with China's ADAS vehicle sales market at the stage of rapid growth, according to Frost & Sullivan. Our SoCs are capable of supporting comprehensive software and hardware to generate consolidated solutions that can be deployed across passenger vehicles, commercial vehicles, and V2X scenarios. As of the Latest Practicable Date, we had earned design wins for mass production of SoC products for 23 vehicle models with 16 automotive OEMs and Tier 1 suppliers including (i) 18 vehicle models with 11 automotive OEMs and Tier 1 suppliers for A1000, and (ii) four vehicle models with four automotive OEMs and Tier 1 suppliers for A1000L, and (iii) one vehicle model for the option of either A1000 or A1000L with a Tier 1 supplier. Moving forward, we plan to continue developing global and domestic customers. Specifically, we plan to focus on engaging domestic OEMs and Tier 1 suppliers building local supply chains and establishing unified autonomous driving platforms for their diverse vehicle models. As we can develop consolidated solutions with different technical characteristics based on our mass-produced SoCs, we would be able to quickly adapt our products to other vehicle models and obtain more letters of intent and mass production of vehicle models from individual OEMs and Tier 1 suppliers, thereby increasing revenue. Additionally, we plan to deepen our collaboration with our strategic customers.

We had partnered with over 49 automotive OEMs and Tier 1 suppliers such as FAW Group, Dongfeng, JAC, HYCAN, ECARX, Baidu, Bosch, ZF Group and Marelli as of the Latest Practicable Date. Our collaboration with these automotive OEMs are based on our framework agreements with them, and they have provided letter of intent to us for ordering our products or solutions. Such letter of intent may include estimated volume of products or solutions to be procured and pricing. For salient terms of agreements with automotive OEMs and Tier 1 suppliers, see "– Customers." As we continually upgrade and expand our SoC-based solutions, we expect that our customers will find increasing value in our solutions and apply them in more of their mass-produced vehicle models, which may be based on same or similar vehicle platforms, improving the development efficiency and driving our revenue growth concurrently. As the production and sales of these vehicle models escalate, we foresee a corresponding increase in our revenue. We provide Huashan A1000 SoCs for Geely's Lynk & Co 08 mass produced in September 2023, and anticipate a steady growth in the revenue from this model as its sales continues in 2024. We have further secured design win for Geely's another upgraded model expected to be mass produced in 2024. Moreover, the net dollar retention rate for our SoC-based solutions reached 131% in 2023, underscoring the OEM's confidence in our products and solutions.

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此外，我们正与百度联合开发基于华山A1000 SoC的软硬件一体化自动驾驶产品。在从整车OEM获得项目后，我们将作为Tier 2供应商向百度提供基于SoC的解决方案，包括嵌入A1000和FAD平台等硬件、ISP等IP核，以及SoC及其摄像头接入和视频输出的软件。根据合作协议，我们负责：(i) 交付SoC及我们FAD平台的设计；(ii) 为自动驾驶域控制器的开发提供软件和技术支持，具体包括：提供A1000系列的Linux SDK、管理SoC的bring-up流程以将操作系统移植至新嵌入式系统、开发摄像头驱动的配置代码、优化A1000系列的ISP，以及开发视频输出驱动。百度主要负责将自动驾驶相关算法植入芯片，形成泊车与行驶一体化的集成平台。关键里程碑包括（但不限于）：2023年4月至5月分批交付样机、2023年5月成功实现基础服务和通信中间件、2023年5月完成与传感器连接的整车功能测试，以及2023年6月成功完成自动驾驶功能测试。我们一直协助百度开展联合营销工作，与OEM合作为百度的域控制器及我们的SoC解决方案共同争取项目，推动各自产品进入市场。我们将向整车OEM推荐百度作为我们SoC解决方案的Tier 1供应商，百度将向整车OEM推荐我们作为其域控制器的Tier 2供应商，为整车OEM提供捆绑解决方案供其选择。我们新开发的战略客户主要来自公共交通领域。在车路协同领域，我们已与中国建筑国际及西部智联达成战略合作。在核心计算卡方面，我们与机器人公司及行业顶尖解决方案提供商建立了深度合作关系。未来，我们将与更多战略客户开展深入合作，并充分利用软硬件解耦的灵活模式，提供更多产品和服务。

提升运营效率与规模效益

我们持续优化运营管理，保持合理规模的管理、运营及研发团队。截至2024年3月31日，我们共有员工1,052名，其中研发人员908名。我们将资源主要投入研发活动，2024年第一季度（截至2024年3月31日止三个月）的研发费用为人民币3.394亿元（339.4百万元），占同期收入的1,235.3%，主要由员工薪酬支出构成。展望未来，我们计划充分利用A1000系列芯片及IP核开发过程中积累的知识产权和技术成果，将其整合融入C1200芯片及未来其他芯片的开发中，从而降低新技术开发的相关成本。例如，通过复用此前为A1000开发的算法和设计（包括大量现有代码和测试用例），我们成功大幅缩短了C1200的设计周期。该策略也使我们得以将研发资源集中于关键领域，以提升C1200的性能，包括提高时钟频率以加快运算速度，以及扩展片上存储器容量。因此，我们在……后数月内完成了最终设计交付。

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LICENSES, APPROVALS AND PERMITS

Standards, certifications or requirements | Definition of the standards, certifications or requirements | Our compliance with the standards, certifications or requirements

IATF16949

New Entity List-based Controls: The 2022 Rule added controls on 31 entities to the Entity List, including several advanced IC fabs and designers in China. The Entity List controls restrict the transfer of all items subject to the EAR to the listed entities without a license from BIS.

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New "U.S. Person" Controls for Advanced Node Fabs in China: The 2022 Rule also introduced new controls under section 744.6 of the EAR that restrict "U.S. persons" from providing support to fabs in China producing certain advanced semiconductors without first obtaining a license from BIS. These controls are drafted broadly and apply to a wide range of support activities, including the provision of technology or software, whether or not the technology or software itself is subject to the EAR.

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New "Foreign Direct Product" (FDP) Rules: The 2022 Rule also introduced several new FDP rules that expand the reach of U.S. export controls to certain non-U.S. made items. The new "Advanced Computing" FDP rule covers foreign-made ICs and other items meeting certain performance thresholds or produced using controlled U.S.-origin equipment. The new "Supercomputer" FDP rule covers foreign-made items that are destined for a supercomputer or supercomputer developer/producer in China. Finally, the new "SME" FDP rule, which leverages the Entity List, covers foreign-made items produced using controlled U.S.-origin equipment that are destined for a listed entity. The effect of these rules is to bring non-U.S. made items within the scope of U.S. export control jurisdiction if certain conditions are met.

The 2023 Rule builds upon the 2022 Rule and makes several changes to the controls on advanced computing ICs. Below is an overview of the major changes coming out of the 2023 Rule.

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Updates to ECCN 3A090: The 2023 Rule revised the performance threshold for ECCN 3A090 to use a new metric — "Total Processing Performance" (TPP) — for classifying advanced ICs subject to controls. The 2023 Rule also created a new ECCN 3A090.b to control ICs with lower performance metrics than those in 3A090.a, and expanded the scope of controlled ICs to include certain ICs designed for use in datacenters. The new metric helps address some of the perceived weaknesses of the 600 GB/s threshold (e.g., that it could be circumvented by chip designers). The 2023 Rule also updated controls on ECCNs 3A991.p and 4A994.l.

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Updates to the "Advanced Computing" FDP Rule: The 2023 Rule updated the "Advanced Computing" FDP rule to align with the updated controls on advanced ICs.

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New "Footnote 4" Country Controls: The 2023 Rule created a new license requirement for exports, reexports, and transfers (in-country) to destinations in a new group of countries (identified by "Footnote 4" in the EAR's Country Chart) of items controlled under ECCNs 3A090 and 4A090.

Our A1000 Series SoCs are targeted at AI applications in intelligent driving and smart city use cases, including deployment in vehicles, edge servers, and data centers. Our A1000 Series SoCs generally fall below the performance thresholds established in both the 2022 Rule and the 2023 Rule and do not meet the control parameters of ECCN 3A090.a or ECCN 3A090.b. As such, our A1000 Series SoCs are classified under ECCN 3A991 as EAR99 items, or other applicable ECCNs where relevant. Our A1000 Series SoCs are not subject to the BIS Entity List-based controls, the "U.S. Person" controls, or the FDP rules introduced in the 2022 Rule or the 2023 Rule, as they do not meet the relevant performance thresholds or control criteria. We also do not produce or develop any advanced semiconductors that would be subject to the "SME" FDP rule or any other advanced computing-related controls.

We have implemented robust internal compliance procedures to monitor ongoing changes to U.S. export control laws and regulations, and we will continue to review and update our compliance procedures as necessary. We have engaged external legal counsel to advise us on compliance with U.S. export control laws and regulations. We believe that our current products and operations are in compliance with applicable U.S. export control laws and regulations, including the 2022 Rule and the 2023 Rule. However, we cannot rule out the possibility that future changes to U.S. export control laws and regulations may affect our business. See "Risk Factors – Risks Relating to Our General Operations – Our business may be adversely affected by changes in U.S. export control laws and regulations."

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创设新的美国人士限制：在2022年规则中，BIS扩大了《出口管理条例》（EAR）第744.6条的适用范围，告知美国人士，在全球任何地方，若涉及以下情形，须申请许可证：向中国境内或在中国境内运输、传输或转让（境内转让）某些不受EAR约束的物项，或协助此类运输或转让，或对此类物项提供维修服务。上述限制适用于以下情形：（1）任何物项，若已知该物项将被用于在中国半导体晶圆制造设施中开发或生产集成电路（IC），且该设施制造某些先进节点逻辑IC、与非（NAND）存储IC及动态随机存取存储器（DRAM）IC；（2）符合《商业管制清单》（CCL）第3类产品组B、C、D或E中任意出口管制分类编号（ECCN）参数的特定物项（即IC制造设备、软件及技术），且目的地为某一晶圆制造设施，但不知晓该设施是否制造上述先进IC；以及（3）其他新受管制的先进IC半导体制造设备（SME），无论最终用途或最终用户为何。

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新设及扩大的外国直接产品规则：作为2022年规则的组成部分，BIS还扩大了若干外国直接产品规则（FDPRs）的适用范围。EAR的FDPRs将美国出口管制管辖范围延伸至某些境外生产物项，即以出于国家安全原因受管制的特定美国技术或设备为"直接产品"的物项。首先，BIS通过为实体清单上的特定实体增加新脚注，创设了一项新的实体清单专属FDPR，该脚注依据上述实体参与开发某些超级计算机的情况而设定。该限制规定，若某些境外生产物项属于特定受管制美国技术或软件的直接产品，或系使用属于上述技术或软件直接产品的设备所生产，且该物项被纳入、用于生产或开发由28个指定实体任意一方生产、采购或订购的任何零件、组件或设备，或上述指定实体作为交易方参与涉及该境外生产物项的交易（如买方、中间收货人、最终收货人或最终用户），则该等物项须"受EAR约束"。BIS还创设了新的"先进计算外国直接产品规则"（Advanced Computing FDPR）及"超级计算机外国直接产品规则"（Supercomputer FDPR）。先进计算FDPR规定，符合新ECCN参数的某些境外生产先进计算机物项及先进IC，若以中国为目的地（或被并入另一以中国为目的地的物项），且系特定受管制IC、计算机或电信相关软件、设备及技术的直接产品，则须受EAR约束。"超级计算机FDPR"规定，任何物项若系由本身属于特定受管制IC、计算机或电信相关软件、设备及技术直接产品的设备所生产，且已知该物项将用于位于中国的超级计算机的设计、开发、生产、运营、安装、维护、检查、修理、大修或翻新，或被纳入或用于开发或生产将用于位于中国或以中国为目的地的超级计算机的任何零件、组件或设备，则该物项须受EAR约束。

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新的最终用途及最终用户限制：2022年规则带来的最后一项重大变化，是引入了与上述美国人士限制类似的新最终用途及最终用户限制，但适用对象为全球范围内所有受EAR约束的物项。根据"SME最终用途规则"，BIS引入了新的许可证要求：对于任何受EAR约束的物项，若已知其将用于位于中国的半导体晶圆制造设施（该设施制造上述先进节点IC）中的IC开发或生产，则在未持有许可证的情况下出口、再出口或转让（境内转让）上述物项须申请许可证。SME最终用途规则同样对受EAR约束且依据CCL第3类产品组B、C、D或E中任意ECCN分类的物项（即IC制造设备、软件及技术）施加许可证要求，目的地为某一晶圆制造设施，但不知晓该设施是否制造上述先进IC。最后，SME最终用途规则将对任何受EAR约束的物项施加许可证要求，若该物项将用于在中国开发或生产某些先进IC及SME相关ECCN中规定的任何零件、组件或设备。此外，BIS还引入了"超级计算机最终用途规则"，该规则对某些受管制先进IC或含有先进IC的物项，以及依据特定ECCN分类的计算机、电子组件及零部件施加许可证要求，适用情形为上述物项将直接或间接用于某些与超级计算机相关的最终用途。

继2022年规则之后，2023年规则随即对2022年规则进行了修订和扩展。以下是2023年规则相较于2022年规则所作变化的概述。

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对半导体制造设备的额外管制：BIS扩大了SME出口管制的适用范围，以涵盖对开发某些先进IC至关重要的更多工具和设备，并扩大SME管制范围以限制向更多目的地出口。新受管制物项包括用于最先进IC生产工序的特定设备和组件，例如极紫外（EUV）刻蚀及先进沉积处理设备。BIS还取消了特定境外生产光刻设备的美国含量最低要求（de minimis），使此类物项在含有任何美国原产内容的情况下均须受《出口管理条例》（EAR）约束。

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对半导体的额外管控：BIS还扩大了ECCN 3A090的范围，以涵盖更多种类的集成电路，其明确目的是管控"可提供与2022年规则所管控集成电路近乎相当的人工智能模型训练能力"的集成电路。BIS将ECCN 3A090.a扩展为现在广泛管控具有一个或多个数字处理单元的集成电路，该等处理单元须满足以下条件之一：（1）"总处理性能"达到4800或以上；或（2）"总处理性能"达到1600或以上，且"性能密度"达到5.92或以上。ECCN 3A090.b现管控具有一个或多个数字处理单元的集成电路，该等处理单元须满足以下条件之一：（1）"总处理性能"达到2400或以上且低于4800，且"性能密度"达到1.6或以上且低于5.92；或（2）"总处理性能"达到1600或以上，且"性能密度"达到3.2或以上且低于5.92。与此同时，BIS为某些并非为数据中心用途而设计或销售、"总处理性能"低于4800的集成电路创设了豁免条款。上述管控措施还延伸至《商业管制清单》（CCL）中其他类别下包含此类集成电路的物项，并已扩展至涵盖更多国家和地区。2023年规则还创设了一项新的许可证例外——许可证例外通知先进计算（NAC），就现受3A090管控的某些较低复杂程度集成电路的出口设立通知要求。BIS还为向新受管控目的地出口的许可证申请制定了有利的审查政策。

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对各类最终用途管控及美国人限制规定的修订与补充：除对新型集成电路和半导体制造设备的管控外，BIS还扩展并修订了针对"受EAR约束"物项的若干最终用途管控措施，包括与超级计算机及半导体制造最终用途相关的管控措施。BIS扩大了相关限制的地理适用范围，并同时扩大了针对美国人特定活动的限制的地理适用范围。BIS还对部分美国人限制规定进行了澄清和收窄，以避免限制美国人对某些传统节点设施中物项的维修服务。此外，BIS在近期法规中明确，仅从事开发活动（如纯设计工作）的设施不在上述管控范围之内。同样，BIS对相关限制创设了豁免条款，将"后端"工序（如组装、测试和封装）从"生产"中排除，因为上述工序不会改变集成电路的技术水平。

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先进计算外国直接产品规则地理范围的进一步扩展：BIS还扩大了先进计算外国直接产品规则（Advanced Computing FDPR）的国家适用范围。先进计算FDPR此前管控以中国为目的地、满足3A090或4A090性能参数的境外生产先进计算物项，条件是该等物项为特定美国原产软件或技术的直接产品。2023年规则出台后，该规则的地理适用范围得到进一步扩展。

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实体清单新增条目：配合2023年规则的实施，BIS还将两家中国企业及其若干子公司列入实体清单。

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根据出口管理条例（EAR），在美国境外制造的物品，若其中含有超过最低限额的美国受控内容（最低限额规则），或适用EAR的外国直接产品规则之一，则可受EAR管辖。本集团产品未纳入、且将不会纳入任何美国受控内容，因此不会被EAR的最低限额规则所涵盖。根据EAR外国直接产品规则的各种变体，若某一外国生产的物品系由特定受控美国技术或软件所生产，或是某完整工厂或工厂主要组成部分的直接产品，而该工厂或主要组成部分本身又是特定美国原产技术的直接产品，且该物品属于EAR商业管制清单（CCL）上某些出口管制分类编号（ECCN）的规定范围，则该物品亦可受EAR管辖。EAR外国直接产品规则不适用于本集团产品，原因在于该产品并非任何适用美国原产技术或软件的直接产品，亦非本身系该等技术直接产品之工厂或工厂主要组成部分的直接产品。

此外，该产品将被归类为"EAR99"——这是一种兜底出口管制分类，适用于未受EAR针对特定国家的许可管制（即CCL）约束的产品。更具体而言，根据本集团对近期出口管制限制规定参数的审查（经K&L Gates律师事务所复核），该产品的性能不属于2022年规则和2023年规则中通过强化基于EAR的集成电路管制所扩展的ECCN（尤其是ECCN 3A090）的涵盖范围。因此，由台积电（TSMC）为本集团制造的产品，除非美国人员参与相关交易，否则一般不受美国法律下额外出口管制的约束，且通常无需获得美国当局的特别授权即可向中国出货。

某些出口管制规则限制美国人员的相关活动，其他规则则就最终用途和最终用户对受EAR管辖的货物施加限制，即便该等货物被归类为EAR99亦然。EAR对涉及受美国管辖货物的交易施加若干限制，依据该物品将用于何种"最终用途"，或最终接收该物品的"最终用户"而定。上述限制规定于EAR第744部分。最终用途限制涉及核武器或大规模毁灭性武器（WMD）用途、特定军事最终用途，以及近期新增的半导体制造最终用途、先进计算及超级计算机方面的若干限制。最终用户限制主要包括特定受限方名单上的主体，例如美国商务部工业和安全局（BIS）维护的实体清单，以及特定军事或军事情报最终用户。本集团与上海国际（Shanghai International）及台积电（TSMC）的交易不涉及任何受限最终用途或最终用户，亦不以任何方式涉及美国人员。

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受15 C.F.R. § 744.6规定的对美国人活动的现有限制所约束。此外，如上所述，本集团由台积电生产的芯片不受《出口管理条例》的管辖。因此，相关货物不受美国出口管制管辖权的约束，甚至不受15 C.F.R.第744部分规定的适用于美国货物的最终用途和最终用户管制。新限制措施下受管制的半导体制造设备（SME）仅限于用于生产先进集成电路的设备。在业绩记录期间及直至最后实际可行日期，本集团的产品并非需要使用上述工具进行生产的先进集成电路类型。此外，即使在本集团与上海国际及台积电的交易之外，本集团亦未曾与任何被列入实体清单的实体开展业务。

2023年8月，美国总统乔·拜登签署了《关于解决美国在特定国家安全技术和产品领域对华投资问题的行政命令》（"行政命令"）。此外，美国财政部发布了一份拟议规则制定预先通知（"ANPRM"），就该行政命令的实施征求公众意见。该ANPRM提出了一个监管框架，适用于美国对中国（包括香港和澳门）参与涉及三个领域关键国家安全敏感技术活动的实体的特定投资，即半导体和微电子、量子信息技术及人工智能。该计划将依据实施法规，禁止美国人从事特定交易，并要求美国人就特定投资进行通知申报。该ANPRM建议排除某些"豁免交易"，例如对公开交易证券的被动投资。然而，该ANPRM本身并未实施该行政命令，亦非监管规定草案文本，后续将在该进程的后续阶段发布监管草案。截至本招股说明书日期，该计划尚未生效，监管草案亦尚未发布，该计划的确切范围和细节有待进一步调整。

基于上述情况，并经我们就美国出口管制法律的法律顾问确认，我们的董事认为，在业绩记录期间及直至最后实际可行日期，美国出口管制法律及该行政命令从美国出口管制法律角度而言，未对我们的董事、高级管理层和股东或我们的经营、财务表现及融资活动产生任何重大不利影响。尽管某些董事、高级管理层或股东可能属于美国人，但2022年规定和2023年规定对美国人施加的限制并未对其造成重大不利影响，原因在于上述规定在很大程度上不适用于本公司的交易。新限制目前载于15 C.F.R. 744.6(c)(2)，对以下事项施加管制：(1) 任何您知悉将用于在特定发生特定先进节点集成电路生产的设施中开发或生产集成电路（IC）的物项；(2) 符合特定半导体制造设备、软件和技术出口管制分类编号（ECCN）参数的物项，而您知悉该物项将用于在特定设施中开发或生产集成电路，但您并不知悉该等设施是否从事先进节点集成电路的生产；以及(3) 符合特定先进半导体制造设备、软件和技术ECCN参数的物项。本公司确认，其未进口任何已知将用于(1)所列目的的物项。(2)和(3)均不适用于本公司

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BUSINESS

由于本公司不生产或设计属于已识别出口管制分类编号（ECCN）范围内的半导体制造设备，因此本公司的运营不受上述规定的约束。根据联席保荐人进行的独立尽职调查、本公司中国法律顾问及其美国出口管制法律顾问出具的意见，以及本公司上文所述的分析，联席保荐人并无发现任何令其对上述董事意见产生合理怀疑的情况。

风险管理与内部控制

我们已建立一套适合本公司业务运营的风险管理措施及内部控制政策与程序，并致力于持续改进上述政策。此外，我们持续审查风险管理政策及措施的执行情况，以确保相关政策的制定与执行切实有效、充分完善。我们已在财务管理、合规管理、知识产权管理、人力资源管理等业务运营的各个方面采纳并实施全面的内部控制管理。

财务管理

我们已就财务管理事宜制定并采纳了全面的财务政策，涵盖预算管理、费用管理、会计管理及资金管理等方面。我们亦委任了一名内控经理，负责与内部控制相关的制度建设及政策执行工作。预算报告每年由我们的首席执行官进行审核，以确保其合理性。

合规管理

为有效管理我们的监管合规及法律风险敞口，我们已采纳严格的内部程序，以确保我们的业务运营符合适用的规则及法规。根据上述程序，我们的内部法务部门（包括全球团队）负责审查和更新我们与客户、供应商及其他业务伙伴签订的合同范本。在签署任何合同或业务安排之前，我们的销售经理负责审查合同条款，并审核与业务运营相关的文件，包括交易对方为履行业务合同项下义务所取得的许可证及批准，以及必要的基础尽职调查材料。我们亦制定了内部合同管理政策，以规范业务合同的签署、审核及执行程序。此外，我们根据法律法规及行业标准的变化持续完善内部政策，例如与自动驾驶、数据隐私相关的政策。根据我们的中国法律顾问，截至最新可行日期，我们未曾因网络安全及数据保护事宜受到任何主管监管机构的重大行政处罚、强制整改或其他制裁，亦未曾发生任何涉及数据泄露、违反数据保护法律法规的重大网络安全及数据保护事件，亦未曾在此方面遭受调查或面临其他法律诉讼。

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BUSINESS

人力资源管理

我们已建立内部控制及风险管理政策，涵盖人力资源管理的各个方面，包括招聘、培训、职业道德及法律合规。我们在招聘方面保持高标准，并设有严格的程序以确保新员工的质量，同时针对不同部门员工的需求提供专项培训。我们亦定期对员工进行绩效评估，其薪酬与绩效挂钩。我们定期监督内部风险管理政策的执行情况，以识别、管理和降低集团各层级与潜在违反行为守则、职业道德及内部政策或违法行为相关的内部风险。

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DIRECTORS AND SENIOR MANAGEMENT

OVERVIEW

Our Board consists of seven Directors, including three executive Directors, one non-executive Director and three independent non-executive Directors.

Our Board is responsible for, and has the general authority of, the management and operation of our Company. The powers and duties of our Board include convening general meetings and reporting our Board's work at our Shareholders' meetings, determining our business and investment plans, preparing our annual financial budgets and final reports, formulating proposals for profit distributions and exercising other powers, functions and duties as conferred by the Articles.

Our senior management is responsible for the day-to-day management and operation of the Group.

DIRECTORS

The following table sets forth information regarding our Directors:

| Name | Age | Position(s) | Date of joining our Group | Date of appointment as a Director | Roles and responsibilities | Relationship with other Directors and senior management | |------|-----|-------------|--------------------------|----------------------------------|---------------------------|--------------------------------------------------------| | **Executive Directors** | | | | | | | | Mr. SHAN Jizhang (單記章) | 56 | Founder, chairman of our Board, executive Director and chief executive officer | July 2016 | July 15, 2016 | Overseeing the overall business development and formulating objectives and strategies in relation to the management and operation of our Group | None | | Mr. LIU Weihong (劉衛紅) | 55 | Founder, Executive Director and president | July 2016 | July 15, 2016 | Overseeing the sales and marketing and business development of our Group | None |

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| Name | Age | Position(s) | Date of joining our Group | Date of appointment as a Director | Roles and responsibilities | Relationship with other Directors and senior management | |------|-----|-------------|--------------------------|----------------------------------|---------------------------|--------------------------------------------------------| | Mr. ZENG Daibing (曾代兵) | 49 | Executive Director and chief system officer | July 2018 | June 29, 2023 | Overseeing the research and development of chip architecture, chip implementation and underlying software | None | | **Non-executive Director** | | | | | | | | Dr. YANG Lei (楊磊) | 49 | Non-executive Director | September 2016 | September 30, 2016 | Participating in the decision-making in respect of major matters of our Group | None | | **Independent non-executive Directors** | | | | | | | | Prof. LI Qingyuan (李青原) | 47 | Independent non-executive Director | July 2024 | July 31, 2024 | Supervising and providing independent advice to our Board on the operations and management of our Group | None | | Prof. LONG Wenmao (龍文懋) | 56 | Independent non-executive Director | July 2024 | July 31, 2024 | Supervising and providing independent advice to our Board on the operations and management of our Group | None |

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DIRECTORS AND SENIOR MANAGEMENT

| Name | Age | Position(s) | Date of joining our Group | Date of appointment as a Director | Roles and responsibilities | Relationship with other Directors and senior management | |------|-----|-------------|--------------------------|----------------------------------|---------------------------|--------------------------------------------------------| | Prof. XU Ming (徐明) | 41 | Independent non-executive Director | July 2024 | July 31, 2024 | Supervising and providing independent advice to our Board on the operations and management of our Group | None |

Executive Directors

Mr. SHAN Jizhang (單記章), aged 56, is one of our founders, chairman of our Board, our executive Director and the chief executive officer of our Group. He was appointed as a Director on July 15, 2016 and was re-designated as our executive Director and appointed as the chairman of our Board on June 29, 2023. He is primarily responsible for overseeing the overall business development and formulating objectives and strategies in relation to the management and operation of our Group. Mr. Shan founded our Group in July 2016 with Mr. Liu and currently holds directorships in various subsidiaries of our Group.

Mr. Shan had more than 20 years of experiences in the semiconductor industry. Prior to joining our Group, Mr. Shan worked at OmniVision Technologies Inc, a world-renowned imaging semiconductor company, from June 1997 to June 2016, with his last position as a vice president of the software engineering department, during which Mr. Shan was responsible for leading its core research and development.

Mr. Shan had rich experience in the development of high dynamic range technology for automotive use, automotive software and chips. He is the inventor of more than 100 patents in the field of visual perception.

Mr. Shan obtained a bachelor's degree in electronic engineering and a master's degree in electronic engineering from Tsinghua University (清華大學) in the PRC in July 1991 and July 1995, respectively.

Mr. LIU Weihong (劉衛紅), aged 55, is one of our founders, our executive Director and the president of our Group. He was appointed as a Director on July 15, 2016 and was re-designated as our executive Director on June 29, 2023. He is primarily responsible for overseeing the sales and marketing and business development of our Group. Mr. Liu founded our Group in July 2016 with Mr. Shan and currently holds directorships in various subsidiaries of our Group.

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DIRECTORS AND SENIOR MANAGEMENT

Mr. Liu had over 20 years of exposure to the automotive industry and gained substantial automotive industry expertise and insights. Prior to joining our Group in 2016, Mr. Liu was a president of Asia Pacific region at Chassis Brakes International (Suzhou) Co., Ltd. (泛博制動部件(蘇州)有限公司) (currently known as Hitachi Astemo Braking Systems (Suzhou) Co. (日立安斯泰莫制動系統(蘇州)有限公司)) from July 2012 to November 2016, during which Mr. Liu was responsible for its strategy, operation, business development, restructuring and mergers and acquisitions. Mr. Liu worked at Bosch Automotive Products (Suzhou) Co., Ltd. (博世汽車部件(蘇州)有限公司) from September 2002 to December 2011, with his last position as a regional president. Mr. Liu also worked at General Motors (China) Co., Ltd. (通用汽車(中國)投資有限公司) prior to joining Bosch Automotive Products (Suzhou) Co., Ltd. (博世汽車部件(蘇州)有限公司).

From November 2004 to April 2007, Mr. Liu was the supervisor of Shanghai Daoqing Technology and Trading Co., Ltd. (上海道擎科貿有限公司), a company established in the PRC, which has its business license revoked on April 4, 2007 due to its failure to conduct annual inspection. The company currently has no operation but has not been dissolved. Mr. Liu confirmed that there was no wrongful act on his part leading to the revocation of its business license and was not aware of any actual or potential claim that had been or would be made against him as a result of such revocation.

Mr. Liu obtained a bachelor's degree in applied chemistry from Shanghai Jiao Tong University (上海交通大學) in the PRC in July 1990, a master's degree in chemical engineering from Tsinghua University (清華大學) in the PRC in June 1995 and a Master of Business Administration from the University of Toronto in Canada in June 2002.

Mr. ZENG Daibing (曾代兵), aged 49, is our executive Director and the chief system officer of our Group. Mr. Zeng joined our Group in July 2018 and has been our chief system officer since August 2019. He was appointed as an executive Director on June 29, 2023. He is primarily responsible for overseeing the research and development of chip architecture, chip implementation and underlying software development.

Mr. Zeng has over 23 years of experience in research and development and software management of chips and is familiar with the process of mass production of chips. Prior to joining our Group, Mr. Zeng worked at Shenzhen Sanechips Technology Co., Ltd. (深圳市中興微電子技術有限公司), a subsidiary of ZTE Corporation (中興通訊股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000063.SZ) and the Stock Exchange (stock code: 00763.HK), from July 2000 to July 2018, with his last position as a management personnel.

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DIRECTORS AND SENIOR MANAGEMENT

From March 2014 to January 2019, Mr. Zeng was the director of HK EZ-LINK TECHNOLOGY LIMITED (香港易聯科技有限公司), a limited company incorporated under the laws of Hong Kong, which was dissolved on January 25, 2019. Mr. Zeng confirmed that (i) the above company was solvent immediately prior to its dissolution; (ii) there was no wrongful act on his part leading to the dissolution of the above company and was not aware of any actual or potential claim that had been or would be made against him as a result of such dissolution; and (iii) no misconduct or misfeasance had been involved in the dissolution of the above company.

Mr. Zeng obtained a bachelor's degree in materials science and engineering and a master's degree in signal and information processing from Northwestern Polytechnical University (西北工業大學) in the PRC in July 1997 and April 2000, respectively.

Non-executive Director

Dr. YANG Lei (楊磊), aged 49, is our non-executive Director. He was appointed as a Director on September 30, 2016 and was re-designated as our non-executive Director on June 29, 2023. He is primarily responsible for decision-making in major matters relating to the operation of our Group. Dr. Yang is also a director at Black Sesame US.

Dr. Yang has been the legal representative, executive director and general manager of Shanghai Particle Future Private Equity Fund Management Company Limited (上海粒子未來私募基金管理有限公司) since July 2022. Dr. Yang was a partner at Northern Light Venture Capital from February 2010 to October 2021 and a principal at VantagePoint Capital Partners from March 2008 to January 2010. Prior to that, he worked at McKinsey & Company.

Dr. Yang has served as a director at EpiTop Science & Technology Co., Ltd. (圓融光電科技股份有限公司), a company listed on the National Equities Exchange and Quotations (stock code: 832502.OC), since January 2015 and Anji Microelectronics Technology (Shanghai) Co., Ltd. (安集微電子科技(上海)股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 688019.SH), since June 2017.

From January 2018 to December 2021, Dr. Yang was a director of Polar Morning Light Venture Capital Management (Beijing) Co., Ltd. (極地晨光創業投資管理(北京)有限公司), a company established in the PRC principally engaged in investment management and administration services, which was deregistered on December 21, 2021. From December 2018 to July 2022, Dr. Yang was the general partner of Shanghai Taixi Investment Management Center (Limited Partnership) (上海泰徙投資管理中心(有限合伙)), a limited partnership established in the PRC principally engaged in investment and asset management, which was deregistered on July 19, 2022. Dr. Yang confirmed that (i) the above companies were solvent immediately prior to their dissolution or deregistration; (ii) there was no wrongful act on his part leading to the dissolution or deregistration of the above companies and was not aware of any actual or potential claim that had been or would be made against him as a result of such dissolution or deregistration; and (iii) no misconduct or misfeasance had been involved in the dissolution or deregistration of the above companies.

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Dr. Yang obtained a bachelor's degree in chemistry from Peking University (北京大學) in the PRC in July 1997, a Master of Science in computer sciences and a Doctor of Philosophy from the University of Wisconsin-Madison in the United States in December 2000 and August 2001, respectively.

Independent non-executive Directors

Prof. LI Qingyuan (李青原), aged 47, was appointed as our independent non-executive Director on July 31, 2024. He is primarily responsible for supervising and providing independent advice to our Board on the operations and management of our Group.

Prof. Li has worked at the Economics and Management School of Wuhan University (武漢大學經濟與管理學院) since August 2005 and has been a professor and a doctoral advisor since November 2011. Prof. Li was employed as a designated professor under the Chang Jiang Scholars Program (長江學者獎勵計畫) since January 2022.

Prof. Li has been an independent director and the chairman of the audit committee of ArcSoft Corporation Limited (虹軟科技股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 688088.SH), since January 2019, and Hubei Guangji Pharmaceutical Co., Ltd. (湖北廣濟藥業股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000952.SZ), since April 2021. Prof. Li also served as an independent director and the chairman of the audit committee of Shenzhen Topray Solar Co., Ltd. (深圳市拓日新能源科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002218.SZ) from May 2016 to May 2022, and Shenzhen Properties & Resources Development (Group) Ltd. (深圳市物業發展(集團)股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000011.SZ), from June 2018 to September 2021. Prof. Li has been involved in the aforementioned listed companies' financial management, including periodic financial reviews and annual financial audit and reporting, in his capacity as an independent director of these listed companies.

Prof. Li has been a non-practicing member of the Chinese Institution of Certified Public Accountants (中國註冊會計師協會) since June 2010. Prof. Li also served as a member of the Educational Supervisory Committee in Accounting of the Ministry of Education (教育部會計學專業教學指導委員會) from October 2018 to December 2022. Prof. Li has been selected under the National High-Level Personnel of Special Support Program (國家高層次人才特殊支持計劃) and has completed the National Accounting Talents Training Project Special Support Program (全國高端會計人才培養工程特殊支持計劃) in November 2021.

Prof. Li obtained a bachelor's degree in management studies from Wuhan University of Automotive Industry (武漢汽車工業大學) (currently known as Wuhan University of Technology (武漢理工大學)) in the PRC in June 1999 and a doctorate degree in business management from Wuhan University (武漢大學經濟與管理學院) in the PRC in June 2005.

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Prof. LONG Wenmao (龍文懋), aged 56, was appointed as our independent non-executive Director on July 31, 2024. She is primarily responsible for supervising and providing independent advice to our Board on the operations and management of our Group.

Prof. Long has extensive experience in the field of science and technology law. Prof. Long has been a professor at the School of Intellectual Property of East China University of Political Science and Law (華東政法大學知識產權學院) since June 2015, and a doctoral advisor since September 2019. Prof. Long worked at Capital Normal University (首都師範大學) from July 1995 to June 2015, with her last position as professor. She also worked at Tsinghua University (清華大學) from July 1991 to August 1993 and was responsible for postgraduate management.

Prof. Long has been a council member of the China Law Association on Science and Technology (中國科學技術法學會). She was honored by the National Intellectual Property Strategy Formulation Leading Group (國家知識產權戰略制定工作領導小組) for her outstanding contribution to the formulation of the National Strategy on Intellectual Property (《國家知識產權戰略》) in March 2008.

Prof. Long obtained a bachelor's degree in engineering and a master's degree in Chinese humanities history from Tsinghua University (清華大學) in the PRC in July 1991 and June 1995, and a doctorate degree in law from Peking University (北京大學) in the PRC in July 2001.

Prof. XU Ming (徐明), aged 41, was appointed as our independent non-executive Director on July 31, 2024. He is primarily responsible for supervising and providing independent advice to our Board on the operations and management of our Group.

Prof. Xu has been working at the School of Integrated Circuits at the Huazhong University of Science and Technology (華中科技大學) since August 2016. He has been a professor since May 2017 under the Overseas High-Level Talent Recruitment Program (海外高層次人才引進計劃) and is currently the head of the Department of Microelectronics of Huazhong University of Science and Technology (華中科技大學). Prof. Xu also worked at Rheinisch-Westfälische Technische Hochschule Aachen University from August 2013 to July 2016. In February 2023, Prof. Xu received the OlympusMons Pioneer Award 2022 (奧林帕斯先鋒獎 2022) issued by Huawei Technologies Co., Ltd. (華為技術有限公司).

Prof. Xu obtained a bachelor's degree in optical information science and technology and a master's degree in optical science from Fudan University (復旦大學) in the PRC in July 2005 and June 2008, respectively. Prof. Xu also obtained a Doctor of Philosophy in materials science and engineering from The Johns Hopkins University in the United States in August 2013.

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DIRECTORS AND SENIOR MANAGEMENT

Save as disclosed above, none of our Directors held any directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years immediately preceding the date of this Prospectus. Save as disclosed herein, to the best knowledge, information and belief of the Directors having made all reasonable inquiries, there are no other matters with respect to the appointment of the Directors that need to be brought to the attention of our Shareholders and there is no information relating to our Directors that is required to be disclosed pursuant to Rule 13.51(2)(a) to (v) of the Listing Rules.

SENIOR MANAGEMENT

Our senior management is responsible for the day-to-day management of our business. The following table provides information about members of our senior management:

| Name | Age | Position | Date of joining our Group | Date of appointment as a member of senior management | Roles and responsibilities | Relationship with other Directors and senior management | |---|---|---|---|---|---|---| | Mr. SHAN Jizhang (單記章) | 56 | Founder, chairman of our Board, executive Director and chief executive officer | July 2016 | July 2016 | Overseeing the overall business development and formulating objectives and strategies in relation to the management and operation of our Group | None | | Mr. LIU Weihong (劉衛紅) | 55 | Founder, Executive Director and president | July 2016 | July 2016 | Overseeing the sales and marketing and business development of our Group | None | | Mr. ZENG Daibing (曾代兵) | 49 | Executive Director and Chief system officer | July 2018 | July 2018 | Overseeing the research and development of chip architecture, chip implementation and underlying software | None | | Mr. YANG Yuxin (楊宇欣) | 45 | Chief marketing officer | December 2019 | December 2019 | Overseeing the investment management and public relations of our Group | None |

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Mr. SHAN Jizhang (單記章) is one of our founders, chairman of our Board, our executive Director and the chief executive officer of our Group. See "– Directors" in this section for his biographical details.

Mr. LIU Weihong (劉衛紅), is one of our founders, our executive Director and the president of our Group. See "– Directors" in this section for his biographical details.

Mr. ZENG Daibing (曾代兵), is our executive Director and the chief system officer of our Group. See "– Directors" in this section for his biographical details.

Mr. YANG Yuxin (楊宇欣), aged 45, has been our chief marketing officer since December 2019. He is primarily responsible for overseeing the investment management, public relations and business development of our Group.

Mr. Yang has more than 20 years of experience in the telecommunications, mobile, semiconductor and investment sectors. Mr. Yang was a vice president and a director at Thunder Software Technology Co., Ltd. (中科創達軟件股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300496.SZ), from January 2014 to November 2019 and July 2018 to July 2021, respectively, and held directorships and positions in its various subsidiaries. Mr. Yang was a director and a chief executive officer of Beijing Arm Accelerator Technology Co. (北京安創加速器科技有限公司) from July 2018 to January 2020. Mr. Yang has been a director of Shenzhen Modan Technology Co., Ltd. (深圳市魔蛋科技有限公司) and a director of Shanghai Anmu Information Technology Co., Ltd. (上海安牡信息技術有限公司) since July 2015 and February 2017, respectively. Mr. Yang also worked at Nufront

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(Guangdong) Technology Co., Ltd. (廣東新岸線計算機系統芯片有限公司) from November 2010 to December 2013, and was a mobile computing marketing manager of Asia Pacific at ARM China Co., Ltd. (安謀科技(中國)有限公司) from October 2007 to November 2010, a principal analyst at BDA China Limited (北京博達克諮詢有限公司) from December 2005 to September 2007 and a senior market development and sales engineer at Panasonic Industry (China) Co., Ltd. (松下電器機電(中國)有限公司) from July 2002 to December 2005.

Mr. Yang graduated from Tsinghua University (清華大學) in the PRC in July 2002 majoring in precision instrument.

JOINT COMPANY SECRETARIES

Mr. SUN Xiaoxiang (孫曉祥), aged 36, was appointed as one of our joint company secretaries on July 26, 2024. Mr. Sun joined our Group in July 2022 and has been serving as our board office director since then.

Prior to joining our Group, Mr. Sun was a board secretary office director at Ningbo Joyson Electronic Corp. (寧波均勝電子股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600699.SH), and a director of investor relations at Ningbo Junpu Intelligent Manufacturing Co., Ltd. (寧波均普智能製造股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 688306.SH), from September 2021 to July 2022. Mr. Sun worked at the investment banking department of CSC Financial Co., Ltd. (中信建投証券股份有限公司), a company listed on the Stock Exchange (stock code: 06066.HK) and the Shanghai Stock Exchange (stock code: 601066.SH) from October 2020 to September 2021 and the investment banking department of Everbright Securities Company Limited (光大證券股份有限公司), a company listed on the Stock Exchange (stock code: 06178.HK) and the Shanghai Stock Exchange (stock code: 601788.SH) from January 2016 to July 2020. Mr. Sun also worked at PricewaterhouseCoopers Zhong Tian LLP (普華永道中天會計師事務所(特殊普通合夥)) from October 2014 to October 2015. Mr. Sun has been a non-practicing member of the Shanghai Institute of Certified Public Accountants (上海市註冊會計師協會) since March 2016.

Mr. Sun obtained a master's degree in accounting from Shanghai National Accounting Institute (上海國家會計學院) in the PRC in June 2014 and a bachelor's degree in computer science and technology from Northeast Electric Power University (東北電力大學) in the PRC in June 2012.

Ms. KWOK Siu Ying Sarah (郭兆瑩), aged 40, was appointed as a joint company secretary of our Company on July 26, 2024.

Ms. Kwok has joined Vistra Corporate Services (HK) Limited since July 2014 and now serves as a manager of corporate services. She has over seven years of experience in providing a full range of company secretarial and compliance services to a portfolio of clients including multinational corporations and private companies. She is currently the joint company secretary of Shanghai Bio-heart Biological Technology Co., Ltd. (上海百心安生物技術股份有限公司), a company listed on the Stock Exchange (stock code: 02185.HK), Shanghai HeartCare Medical

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Technology Corporation Limited (上海心瑋醫療科技股份有限公司), a company listed on the Stock Exchange (stock code: 06609.HK), and Beauty Farm Medical and Health Industry Inc. (美麗田園醫療健康產業有限公司), a company listed on the Stock Exchange (stock code: 02373.HK), and the company secretary of NVC International Holdings Limited (雷士國際控股有限公司), a company listed on the Stock Exchange (stock code: 02222.HK).

Ms. Kwok obtained a bachelor's degree in marketing from University College Dublin, National University of Ireland in Ireland and a master's degree in corporate governance from Hong Kong Metropolitan University (formerly known as the Open University of Hong Kong) in Hong Kong. She has been an associate member of The Hong Kong Chartered Governance Institute (formerly known as the Hong Kong Institute of Chartered Secretaries) and an associate member of the Chartered Governance Institute (formerly known as the Institute of Chartered Secretaries and Administrators) in United Kingdom since March 2018. She is also an affiliate member of the Society of Trust and Estate Practitioners.

REMUNERATION OF OUR DIRECTORS AND SENIOR MANAGEMENT

Our Directors and members of senior management receive remuneration from our Company in the form of wages, salaries and bonuses, share-based compensation, pension obligations, housing funds, medical insurances and other social insurances. We determine the remuneration of our Directors and members of senior management based on their responsibilities, qualification, position and seniority.

The aggregate amount of remuneration (including fees, wages and salaries, discretionary bonuses, social security costs, housing benefits and employee welfare and share-based compensation) of our Directors for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2024 was RMB64.2 million, RMB124.0 million, RMB185.0 million and RMB55.6 million, respectively.

The aggregate amount of remuneration (including wages, salaries and bonuses, share-based compensation, pension obligations, housing funds, medical insurances and other social insurances) we paid to the five highest paid individuals for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2024 amounted to RMB82.6 million, RMB234.7 million, RMB206.1 million and RMB61.4 million, respectively.

Further information on the remuneration of each Director and the five highest paid individuals during the Track Record Period is set out in Appendix I to this Prospectus.

Under the arrangement currently in force, the total remuneration (including fees, wages and salaries, discretionary bonuses, social security costs, housing benefits and employee welfare and share-based compensation) payable to our Directors for the year ending December 31, 2024 is estimated to be RMB160 million.

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During the Track Record Period, no remuneration was paid to our Directors or any of the five highest paid individuals as an inducement to join, or upon joining, our Group. During the Track Record Period, no compensation was paid to, or receivable by, any of our Directors, former directors or the five highest paid individuals for the loss of office as director of any member of our Group or of any other office in connection with the management of the affairs of any member of our Group. None of our Directors waived any emoluments during the Track Record Period.

Save as disclosed above, no other payments have been paid or are payable in respect of the Track Record Period to our Directors by our Group.

For the details of the service contracts and letters of appointment that we have entered into with our Directors, see "Statutory and General Information – C. Further Information about our Directors and Substantial Shareholders – 3. Directors' Service Contracts and Appointment Letters" in Appendix IV to this Prospectus.

Our Board will review and determine the remuneration and compensation packages of our Directors and senior management and will, following the Listing, receive recommendation from our remuneration committee which will take into account salaries paid by comparable companies, time commitment and responsibilities of our Directors and performance of our Group.

MANAGEMENT PRESENCE

We have applied for, and the Stock Exchange has granted, a waiver from compliance with Rule 8.12 of the Listing Rules. For further details, please refer to the section headed "Waivers from Strict Compliance with the Listing Rules and Exemptions from Compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance" in this Prospectus.

CORPORATE GOVERNANCE

Board Committees

Our Board has established the audit committee, the remuneration committee and the nomination committee, and delegated various responsibilities to these committees, which assist our Board in discharging its duties and overseeing particular aspects of our Group's activities.

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Audit Committee

We have established an audit committee (with effect from the Listing Date) with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. Our audit committee comprises three members, namely Prof. Li Qingyuan, Prof. Long Wenmao and Prof. Xu Ming. Prof. Li Qingyuan, being the chairperson of the audit committee and an independent non-executive Director, has appropriate accounting and related financial management expertise as required under Rules 3.10(2) and 3.21 of the Listing Rules.

The primary duties of the audit committee include, but are not limited to, the following:

(i) making recommendations to our Board on the appointment, reappointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor;

(ii) monitoring integrity of the financial reports of our Company, and reviewing significant financial reporting judgments contained in them;

(iii) reviewing our Company's financial controls, risk management and internal control systems;

(iv) considering major investigation findings on risk management and internal control matters;

(v) ensuring coordination between the internal and external auditors, and ensuring that the internal audit function is adequately resourced and has appropriate standing within our Company, and reviewing and monitoring its effectiveness;

(vi) reviewing our Group's financial and accounting policies and practices; and

(vii) performing other duties and responsibilities as assigned by our Board.

Remuneration Committee

We have established a remuneration committee (with effect from the Listing Date) with written terms of reference in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. Our remuneration committee comprises three members, namely Prof. Long Wenmao, Prof. Xu Ming and Mr. Shan Jizhang. Prof. Long Wenmao is the chairperson of our remuneration committee.

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The primary duties of the remuneration committee include, but are not limited to, the following:

(i) making recommendations to our Board on our Company's policy and structure for all Directors' and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;

(ii) reviewing and approving the management's remuneration proposals with reference to our Board's corporate goals and objectives;

(iii) making recommendations to our Board on the remuneration packages of individual executive Directors and senior management;

(iv) making recommendations to our Board on the remuneration of non-executive Directors;

(v) considering the level of remuneration paid by comparable companies, the time commitment and responsibilities and employment conditions elsewhere in our Group;

(vi) 审查及批准就行政董事及高级管理层因终止职位或委任而获支付的酬金，以确保其符合合同条款，且公平合理，不存在过高情形；

(vii) 审查及批准因失当行为解除或撤销董事职务所涉及的酬金安排，以确保其符合合同条款，且合理适当；

(viii) 确保董事本人或其任何联系人不参与决定该董事本人的薪酬；及

(ix) 审查及/或批准上市规则第17章项下与股份计划相关的事宜。

提名委员会

我们已设立提名委员会（自上市日期起生效），并制定书面职权范围，以遵守上市规则附录C1所载的《企业管治守则》。我们的提名委员会由三名成员组成，分别为单继章先生、龙文懋教授及李青原教授。单继章先生为我们提名委员会的主席。

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董事及高级管理层

提名委员会的主要职责包括但不限于以下各项：

(i) 定期检视我们董事会的架构、规模及组成（包括但不限于技能、知识及经验的多样性以及任职年限），并就任何拟议变动向我们的董事会提出建议，以配合我们公司的企业战略；

(ii) 物色适合出任我们董事会成员的人选，并就提名担任董事职务的人选之遴选事宜，向我们的董事会作出遴选或提出建议；

(iii) 评估我们公司独立非执行董事的独立性；及

(iv) 就董事的委任或重新委任以及董事的继任规划，特别是我们董事会主席及我们的行政总裁，向我们的董事会提出建议。

企业管治守则

我们致力于达到高水准的企业管治，以保障我们股东的利益。为此，除以下所披露者外，我们预期于上市后遵守上市规则附录C1所载《企业管治守则》项下的企业管治规定。

根据《企业管治守则》第2部分守则条文C.2.1，于联交所上市的公司应遵守（但可选择偏离）以下规定：董事会主席与行政总裁的职责应予分开，且不应由同一人士担任。我们并无分设独立的董事会主席与行政总裁，单先生目前同时担任该两职。我们的董事会认为，由同一人出任我们董事会执行主席及行政总裁具有以下优点：(i) 确保我们集团的领导一致性；(ii) 使我们集团能够进行更有效率的整体战略规划；及(iii) 促进管理层与我们董事会之间的信息流通。我们的董事会认为，现行安排的权力及权力制衡不会受到损害，且此架构将使我们公司能够迅速有效地作出及执行决策。我们的董事会将继续检视，并在适当时机综合考虑我们集团整体情况，研究将我们董事会执行主席与我们公司行政总裁的职责予以分开。

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DIRECTORS AND SENIOR MANAGEMENT BOARD DIVERSITY We recognize and embrace the benefits of having a diverse Board and see increasing diversity at the Board level, including gender diversity, as an essential element in maintaining our competitive advantage and enhancing our ability to attract, retain and motivate employees from the widest possible pool of available talent. We have adopted a board diversity policy (the "Board Diversity Policy") with the aim of achieving an appropriate level of diversity among Board members according to the circumstances of our Group from time to time.

Pursuant to the Board Diversity Policy, in reviewing and assessing suitable candidates to serve as a director of our Company, our nomination committee would consider a range of diversity perspectives, including, but not limited to, professional experience and qualifications, industry and regional experience, talents, skills, knowledge, cultural and education background, gender, age, ethnicity, length of service and other qualities. All Board appointments will be based on merit, in the content of the perspectives, talents, skills and experience our Board as a whole requires to be effective. After Listing, our nomination committee will review the Board Diversity Policy from time to time to ensure its continued effectiveness and we will disclose the policy or a summary thereof in our corporate governance report on an annual basis.

Our Board has a balanced mix of experience and skills, including, but not limited to, overall business management, research and development as well as finance and accounting. Our Board has a relatively wide range of ages, ranging from 41 years old to 56 years old. Furthermore, we have one female Director. After due consideration, our Board believes that, based on the meritocracy of our Directors, the composition of our Board satisfies our Board Diversity Policy.

CONFIRMATION FROM OUR DIRECTORS

Rule 8.10 of the Listing Rules Each of our Directors confirms that, as of the Latest Practicable Date, he or she did not have any interest in any business which competes, or is likely to compete, directly or indirectly, with our business, and requires disclosure under Rule 8.10 of the Listing Rules.

Rule 3.09D of the Listing Rules Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules in May 2023; and (ii) understands his or her obligations as a director of a listed issuer under the Listing Rules.

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Rule 3.13 of the Listing Rules Each of the independent non-executive Directors confirms (i) his/her independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) that he/she has no past or present financial or other interest in the business of our Company or our subsidiaries or any connection with any core connected person of our Company under the Listing Rules as of the Latest Practicable Date; and (iii) that there are no other factors that may affect his/her independence at the time of his/her appointment.

COMPLIANCE ADVISOR We have appointed Maxa Capital Limited as our compliance advisor (the "Compliance Advisor") pursuant to Rule 3A.19 of the Listing Rules. Our Compliance Advisor will provide us with guidance and advice as to compliance with the Listing Rules and applicable Hong Kong laws. Pursuant to Rule 3A.23 of the Listing Rules, our Compliance Advisor will advise our Company, among others, in the following circumstances:

(a) before the publication of any regulatory announcement, circular or financial report;

(b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases;

(c) where we propose to use the proceeds of the Global Offering in a manner different from that detailed in this Prospectus or where the business activities, developments or results of our Group deviate from any forecast, estimate, or other information in this Prospectus; and

(d) where the Stock Exchange makes an inquiry to our Company concerning unusual movements in the price or trading volume of its listed securities or any other matters under Rule 13.10 of the Listing Rules.

The term of appointment of our Compliance Advisor shall commence on the Listing Date and end on the date on which our Group complies with Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year commencing after the Listing Date and such appointment may be subject to extension by mutual agreement.

CORE R&D TEAM MEMBERS For further details of the experience of our core R&D team members, see "Business – Research and Development" in this Prospectus.

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RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDER

OUR SINGLE LARGEST SHAREHOLDER

As of the date of this Prospectus Our voting rights structure and the shareholding and voting control of Mr. Shan as of the date of this Prospectus are set out as follows:

1. At all general meetings of the Company, Mr. Shan is entitled to a number of votes equal to ten times the total number of the Ordinary Shares held and the Ordinary Shares into which all Preferred Shares held by Mr. Shan are converted (rounded up to the nearest whole share), and each other Shareholder of our Company is entitled to a number of votes equal to the total number of the Ordinary Shares held and the Ordinary Shares into which all Preferred Shares held by such Shareholder are converted (rounded up to the nearest whole share).

2. Mr. Shan beneficially owns 42,100,000 Ordinary Shares and 2,000,000 Series A Preferred Shares which represents approximately 8.29% of our total issued share capital.

3.

Based on the above, our Directors believe that our Board as a whole and together with our senior management team are able to perform the managerial role independently from our Single Largest Shareholder and his close associates.

独立性声明

根据以下因素，我们的董事确认，上市后我们能够独立于我们的单一最大股东及其紧密联系人开展业务。

管理独立性

我们的业务由我们的董事会及高级管理层管理和经营。我们的董事会由七名董事组成，包括三名执行董事、一名非执行董事及三名独立非执行董事。如需更多信息，请参阅"董事及高级管理层"。

我们的董事认为，我们的董事会及高级管理层将独立于我们的单一最大股东及其紧密联系人运作，原因如下：

(a) 每位董事均知悉其作为董事的受信责任，该等责任要求其（除其他外）为本公司的利益行事，且不得使其作为董事的职责与其个人利益产生冲突；

(b) 我们的日常管理及运营由高级管理团队负责，所有成员均在本公司所从事的行业中拥有丰富经验，因此能够作出符合本集团最佳利益的商业决策；

(c) 我们设有三名独立非执行董事，本公司某些事项须提交独立非执行董事审阅；

(d) 如本集团与我们的董事或其各自的联系人之间拟订立的任何交易产生潜在利益冲突，相关董事须在就该等交易于本公司相关董事会会议上进行投票前申报其利益性质；及

(e) 我们已采纳一系列企业管治措施，以管理本集团与我们的单一最大股东及其紧密联系人之间（如有）的利益冲突，从而支持我们的独立管理。详情请参阅"– 企业管治措施"。

基于上述理由，我们的董事认为，我们的整体董事会连同高级管理团队能够独立于我们的单一最大股东及其紧密联系人履行管理职责。

运营独立性

我们拥有独立于我们的单一最大股东及其紧密联系人作出商业决策及开展业务的完整权利。基于以下原因，我们的董事认为，上市后本公司将继续在运营上独立于我们的单一最大股东及其紧密联系人：

(a) 我们不依赖于我们的单一最大股东或其控制的其他公司及其紧密联系人所拥有的商标或专利；

(b) 我们持有经营业务所需的所有相关牌照；

(c) 我们可独立接触我们的用户、客户及供应商；

(d)

与我们单一最大股东的关系

基于以上所述，我们的董事认为，我们能够独立于我们的单一最大股东及其紧密联系人进行运营。

财务独立性

我们拥有独立的内部控制和会计系统。我们还设有独立的财务部门，负责履行财务管理职能，并根据我们集团的需要作出财务决策。如有必要，我们能够在不依赖我们的单一最大股东及其紧密联系人的情况下，从第三方获取融资。

截至上市日期，我们的单一最大股东或其紧密联系人提供或获得的贷款或担保均不存在未偿还情况。

基于以上所述，我们的董事认为，他们及我们的高级管理层能够独立于我们的单一最大股东及其紧密联系人开展业务，且在上市后不会对我们的单一最大股东及其紧密联系人产生过度依赖。

根据上市规则第8.10(1)条的披露

我们的单一最大股东确认，截至最后实际可行日期，我们的单一最大股东及其紧密联系人在集团业务以外，并无任何须根据上市规则第8.10(1)条予以披露的、直接或间接与我们业务竞争或可能竞争的业务权益。

企业管治措施

我们的公司及董事致力于维护和实施最高标准的企业管治，并认识到保护所有股东（包括少数股东）权利和利益的重要性。我们的公司将遵守上市规则附录C1所载《企业管治守则》（"企业管治守则"）的相关条文，该守则列明了良好企业管治的原则。

我们的董事认识到良好企业管治在保护我们股东利益方面的重要性。我们将采取以下措施，以维护良好的企业管治标准，并避免我们集团与我们的单一最大股东之间潜在的利益冲突。

(a) 根据章程细则，如须召开股东大会审议我们的单一最大股东或其任何联系人在其中拥有重大利益的拟议交易，我们的单一最大股东或其紧密联系人将不就相关决议案投票；

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与我们单一最大股东的关系

(b) 我们的公司已建立内部控制机制，以识别关联交易。上市后，如我们的公司与我们的单一最大股东或其任何紧密联系人订立关联交易，我们的公司将遵守适用的上市规则；

(c) 独立非执行董事将每年审查集团与我们的单一最大股东之间是否存在任何利益冲突，并提供公正、专业的意见，以保护我们少数股东的利益；

(d) 我们的单一最大股东将承诺提供一切必要资料，包括独立非执行董事进行年度审查所需的所有相关财务、营运及市场资料及任何其他必要资料；

(e) 我们的公司将按上市规则的规定，在其年度报告中或以公告方式披露独立非执行董事审阅事项的决定；

(f) 如我们的董事合理地要求独立专业人士（如财务顾问）的意见，该等独立专业人士的委任费用将由我们的公司承担；

(g) 我们已委任Maxa Capital Limited为我们的合规顾问，就遵守适用法律法规及上市规则（包括与企业管治相关的各项规定）向我们提供意见和指导；及

(h) 我们已按照上市规则及企业管治守则的规定，设立了审计委员会、薪酬委员会及提名委员会，并订立了书面职权范围。

基于以上所述，我们的董事确信，已制定足够的企业管治措施，以管理我们集团与我们的单一最大股东之间可能产生的利益冲突，并在上市后保护我们少数股东的利益。

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SUBSTANTIAL SHAREHOLDERS

SUBSTANTIAL SHAREHOLDERS

So far as our Directors are aware, immediately following the completion of the Global Offering, assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis, and (iii) without taking into account any Shares that may further be issued under the Share Plans, the following persons will have interests and/or short positions (as applicable) in the Shares or underlying shares of our Company that (a) would fall to be disclosed to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or, (b) will be, directly or indirectly, interested in 10% or more of the nominal value of any class of our share capital carrying rights to vote in all circumstances at general meetings of our Company:

Interests in Shares of our Company

| Name of substantial shareholder | Capacity/nature of interest | Number of Shares held | Approximate percentage of shareholding of the Shares in our Company after the Global Offering(1) | |---|---|---|---| | Mr. Shan | Beneficial interest(2) | 44,100,000 | 7.75% | | | Beneficial interest(2) | 45,000,000 | 7.91% | | | Others(3)(7)(8) | 79,276,415 | 13.93% | | | Deemed interest(5) | 8,300,160 | 1.46% | | Ms. Pan | Beneficial interest(4) | 8,300,160 | 1.46% | | | Deemed interest(5) | 168,376,415 | 29.58% | | Northern Light Partners IV L.P. | Interest in controlled corporations(6) | 55,700,778 | 9.79% | | Northern Light Venture Fund IV, L.P. | Beneficial interest(6) | 50,815,819 | 8.93% | | SummitView Capital (M&A) | Interest in controlled corporations(9) | 37,226,922 | 6.54% | | Shanghai Youxin Investment Management Co., Ltd. (上海由芯投資管理有限公司) | Interest in controlled corporations(9) | 22,519,968 | 3.96% |

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SUBSTANTIAL SHAREHOLDERS

| Name of substantial shareholder | Capacity/nature of interest | Number of Shares held | Approximate percentage of shareholding of the Shares in our Company after the Global Offering(1) | |---|---|---|---| | Shanghai Jixin Enterprise Management Limited Partnership (上海極芯企業管理合夥企業(有限合夥)) ("Shanghai Jixin") | Beneficial interest(9) | 22,519,968 | 3.96% | | Shanghai Jixin Enterprise Management Partnership (Limited Partnership) (上海霽信企業管理合夥企業(有限合夥)) | Interest in controlled corporations(9) | 14,706,954 | 2.58% | | Jiaxing Xincan Equity Investment Partnership (Limited Partnership) (嘉興信燦股權投資合夥企業(有限合夥)) ("Jiaxing Xincan") | Beneficial interest(9) | 14,706,954 | 2.58% |

Notes:

(1) Based on the assumption that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis immediately upon the completion of the Global Offering, and (iii) without taking into account any Shares that may further be issued under the Share Plans.

(2) Mr. Shan directly holds 44,100,000 Shares in our Company. As of the Latest Practicable Date, Mr. Shan has been granted Options to subscribe for an aggregate of 45,000,000 Shares under the Pre-IPO Share Plan.

(3) Pursuant to the respective voting trust agreements entered into by and among Mr. Shan, Mr. Liu, Ms. Pan, Ms. Wang, Mr. Xiong Chengyu and Mr. Gu Qun dated September 19, 2016, August 24, 2020, January 31, 2023 and January 29, 2024 (the "Voting Trust Agreements"), Mr. Shan shall be, at his sole discretion, entitled to exercise the voting rights attached to all Shares held by Ms. Pan, Ruby Wealth, New Key Trade, Marvel Stars, Mr. Xiong Chengyu and Mr. Gu Qun. The Voting Trust Agreements shall continue to be effective following completion of the Global Offering. Mr. Shan is Ms. Pan's spouse and is hence also deemed to be interested in the 8,300,160 Shares of our Company held by Ms. Pan. Mr. Shan is therefore deemed to be interested in the total of 32,400,000 Shares held by Ms. Pan, Ruby Wealth, New Key Trade, Marvel Stars, Mr. Xiong Chengyu and Mr. Gu Qun pursuant to the Voting Trust Agreements (including the 8,300,160 Shares held by Ms. Pan in which Mr. Shan is deemed to be interested as Ms. Pan's spouse). For details, see "History and Corporate Structure – Our Voting Rights Structure" in this Prospectus.

(4) Ms. Pan directly holds 8,300,160 Shares in our Company.

(5) Mr. Shan and Ms. Pan are spouses. Therefore, Ms. Pan is deemed to be interested in all of Mr. Shan's interests in the Shares, i.e., a total of the 168,376,415 Shares, including the 8,300,160 Shares held by Ms. Pan (already set out in footnote 4 above), and Mr. Shan is deemed to be interested in Ms. Pan's interest.

(6) Northern Light Partners IV L.P. is the general partner of Northern Light Venture Fund IV, L.P., Northern Light Strategic Fund IV, L.P. and Northern Light Partners Fund IV, L.P., holding 50,815,819 Shares, 4,177,559 Shares and 707,400 Shares, respectively, as of the Latest Practicable Date.

– 326 –

SUBSTANTIAL SHAREHOLDERS

(7) Excellent Ocean Trust is a trust with an independent professional trustee to manage the options granted to 12 grantees under the Pre-IPO Share Plan. Mr. Shan shall be entitled to exercise the voting rights attached to all Shares held by Excellent Ocean Trust at his sole discretion. For details of our voting rights structure, see "History and Corporate Structure – Our Voting Rights Structure".

(8) Mr. Shan shall be entitled to exercise the voting rights attached to the 22,689,107 Shares held by the 88 employees of the Group at his sole discretion. For details of our voting rights structure, see "History and Corporate Structure – Our Voting Rights Structure".

(9) The respective general partner of Shanghai Jixin and Jiaxing Xincan, being Shanghai Youxin Investment Management Co., Ltd. (上海由芯投資管理有限公司) and Shanghai Jixin Enterprise Management Partnership (Limited Partnership) (上海霽信企業管理合夥企業(有限合夥)), are ultimately managed by SummitView Capital (M&A).

除上文所披露者外，本公司董事并不知悉任何其他人士将于全球发售完成后（假设(i)发售规模调整权及超额配股权均未获行使，(ii)所有优先股已按一对一基准转换为股份，及(iii)不计及根据股份计划可能进一步发行的任何股份）即时拥有本公司股份或相关股份的任何权益及╱或淡仓，而须根据证券及期货条例第XV部第2及第3分部的条文向本公司披露，或直接或间接持有本公司任何类别股本（附带在本公司股东大会上于任何情况下均可投票的权利）面值10%或以上权益。

本公司董事并不知悉任何可能于日后导致本公司或本集团任何其他成员公司控制权变更的安排。

– 327 –

股本

授权及已发行股本

以下为本公司于全球发售完成前及完成后的授权及已发行股本概况。

1. 于最后实际可行日期的股本

(i) 授权股本

| 股份说明（每股面值0.0001美元） | 股份数目 | 股份面值总额（约）（美元） | 占本公司授权股本的百分比（约）（%） | |---|---|---|---| | 普通股 | 581,215,714 | 58,121.57 | 58.12 | | A系列优先股 | 71,000,000 | 7,100.00 | 7.10 | | A-1系列优先股 | 42,388,282 | 4,238.83 | 4.24 | | B-1系列优先股 | 54,977,656 | 5,497.77 | 5.50 | | B-2系列优先股 | 6,000,000 | 600.00 | 0.60 | | B-3系列优先股 | 24,557,864 | 2,455.79 | 2.46 | | B-4系列优先股 | 23,959,003 | 2,395.90 | 2.40 | | B+系列优先股 | 49,315,790 | 4,931.58 | 4.93 | | C系列优先股 | 75,780,089 | 7,578.01 | 7.58 | | C+系列优先股 | 70,805,602 | 7,080.56 | 7.08 | | 合计 | 1,000,000,000 | 100,000.00 | 100.00 |

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股本

(ii) 已发行及将予发行、已全部缴足或列作已全部缴足

| 股份说明（每股面值0.0001美元） | 股份数目 | 股份面值总额（约）（美元） | 占本公司已发行股本的百分比（约）（%） | |---|---|---|---| | 普通股 | 117,876,415 | 11,787.64 | 22.15% | | A系列优先股 | 71,000,000 | 7,100.00 | 13.34% | | A-1系列优先股 | 42,388,282 | 4,238.83 | 7.96% | | B-1系列优先股 | 54,977,656 | 5,497.77 | 10.33% | | B-2系列优先股 | 6,000,000 | 600.00 | 1.13% | | B-3系列优先股 | 24,557,864 | 2,455.79 | 4.61% | | B-4系列优先股 | 23,959,003 | 2,395.90 | 4.50% | | B+系列优先股 | 49,315,790 | 4,931.58 | 9.27% | | C系列优先股 | 75,780,089 | 7,578.01 | 14.24% | | C+系列优先股 | 66,314,154 | 6,631.42 | 12.46% | | 合计 | 532,196,253 | 53,219.63 | 100.00 |

2. 全球发售完成后紧随的股本

(i) 授权股本

| 股份说明（每股面值0.0001美元） | 股份数目 | 股份面值总额（约）（美元） | 占本公司授权股本的百分比（约）（%） | |---|---|---|---| | 普通股 | 1,000,000,000 | 100,000.00 | 100.00 | | 合计 | 1,000,000,000 | 100,000.00 | 100.00 |

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股本

(ii) 已发行及将予发行、已全部缴足或列作已全部缴足（假设发售规模调整权及超额配股权均未获行使，所有优先股于全球发售完成后即时以一换一基准转换为股份，且不计及根据股份计划可能进一步发行的任何股份）

| 股份说明（每股面值0.0001美元） | 股份数目 | 股份面值总额（约）（美元） | 占本公司已发行股本的百分比（约）（%） | |---|---|---|---| | 于全球发售前紧随发行及由优先股转换的普通股 | 532,169,253 | 53,216.93 | 93.50 | | 根据全球发售将予发行的普通股 | 37,000,000 | 3,700.00 | 6.50 | | 合计 | 569,169,253 | 56,916.93 | 100.00 |

(iii) 已发行及将予发行、已全部缴足或列作已全部缴足（假设发售规模调整权未获行使但超额配股权获全数行使，所有优先股于全球发售完成后即时以一换一基准转换为股份，且不计及根据股份计划可能进一步发行的任何股份）

| 股份说明（每股面值0.0001美元） | 股份数目 | 股份面值总额（约）（美元） | 占本公司已发行股本的百分比（约）（%） | |---|---|---|---| | 于全球发售前紧随发行及由优先股转换的普通股 | 532,169,253 | 53,216.93 | 92.60 | | 根据全球发售将予发行的普通股 | 37,000,000 | 3,700.00 | 6.44 | | 根据全数行使超额配股权将予发行的普通股 | 5,550,000 | 555.00 | 0.97 | | 合计 | 574,719,253 | 57,471.93 | 100.00 |

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股本

(iv) 已发行及将予发行、已全部缴足或列作已全部缴足（假设发售规模调整权获全数行使但超额配股权未获行使，所有优先股于全球发售完成后即时以一换一基准转换为股份，且不计及根据股份计划可能进一步发行的任何股份）

| 股份说明（每股面值0.0001美元） | 股份数目 | 股份面值总额（约）（美元） | 占本公司已发行股本的百分比（约）（%） | |---|---|---|---| | 于全球发售前紧随发行及由优先股转换的普通股 | 532,169,253 | 53,216.93 | 92.60 | | 根据全球发售将予发行的普通股 | 37,000,000 | 3,700.00 | 6.44 | | 根据全数行使发售规模调整权将予发行的普通股 | 5,550,000 | 555.00 | 0.97 | | 合计 | 574,719,253 | 57,471.93 | 100.00 |

(v) 已发行及将予发行、已全部缴足或列作已全部缴足（假设发售规模调整权及超额配股权均获全数行使，所有优先股于全球发售完成后即时以一换一基准转换为股份，且不计及根据股份计划可能进一步发行的任何股份）

| 股份说明（每股面值0.0001美元） | 股份数目 | 股份面值总额（约）（美元） | |---|---|---| | 于全球发售前紧随发行及由优先股转换的普通股 | 532,169,253 | 53,216.93 | | 根据全球发售将予发行的普通股 | 37,000,000 | 3,700.00 | | 根据全数行使发售规模调整权将予发行的普通股 | 5,550,000 | 555.00 | | 根据全数行使超额配股权将予发行的普通股 | | | | 合计 | | |

Approximate percentage of issued share capital of our Company (%)

532,169,253

53,216.93

91.58

37,000,000

3,700.00

6.37

5,550,000

555.00

0.96

6,382,500

638.25

1.10

581,101,753

58,110.18

100.00

Number of Shares

– 331 –

股本 排名及表决权 所有优先股将于全球发售完成后立即按一比一的比例转换为股份。发售股份在各方面与本招股章程所述现已发行或将予发行的所有股份享有同等权利，并有资格就本招股章程日期后的股息记录日平等参与就股份宣派、作出或支付的所有股息或其他分派。 SHARE CAPITAL RANKING AND VOTING RIGHTS All Preferred Shares will be converted into Shares on a one-to-one basis immediately upon the completion of the Global Offering. The Offer Shares will rank pari passu in all respects with all Shares currently in issue or to be issued as mentioned in this Prospectus, and will qualify and rank equally for all dividends or other distributions declared, made or paid on the Shares on a record date which falls after the date of this Prospectus.

Upon Listing, each Share will entitle the holder to exercise one vote on resolutions in general meetings of the Company. For details of our voting rights structure prior to and immediately following the Global Offering, see "History and Corporate Structure – Our voting rights structure" and "History and Corporate Structure – Capitalization of our Company" to this Prospectus.

ALTERATIONS OF CAPITAL Pursuant to the Cayman Companies Act and the terms of the Articles of Association, our Company may from time to time by ordinary resolution of shareholders (i) increase its share capital; (ii) consolidate and divide all or any of its share capital into shares of larger amount; (iii) by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount or into shares without par value; (iv) cancel any shares which have not been taken. In addition, our Company may, subject to the provisions of the Cayman Companies Act, reduce its share capital or capital redemption reserve fund by its shareholders passing a special resolution. See "Summary of the Constitution of the Company and Cayman Island Company Law – Summary of the Constitution of the Company – Articles of Association – Alteration of Capital" in Appendix III to this Prospectus for further details.

SHARE INCENTIVE SCHEMES The Company has adopted the Share Plans. See "Statutory and General Information – D. Share Incentive Schemes" in Appendix IV to this Prospectus for further details.

GENERAL MANDATE TO ISSUE SHARES Subject to the Global Offering becoming unconditional, our Directors have been granted a general unconditional mandate, to allot, issue and deal with the Shares with a total nominal value of not more than the sum of:

•

20% the aggregate nominal value of the Shares in issue immediately following completion of the Global Offering (excluding the additional Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option); and

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SHARE CAPITAL •

the aggregate nominal value of Shares repurchased by the Company under the authority referred to in the paragraph headed "– General Mandate to Repurchase Shares" in this section.

This general mandate to issue Shares will expire at the earliest of:

•

the conclusion of the next annual general meeting of our Company unless otherwise renewed by an ordinary resolution of our Shareholders in a general meeting, either unconditionally or subject to conditions;

•

the expiration of the period within which our Company's next annual general meeting is required by the Articles of Association or any other applicable laws to be held; or

•

the time when it is varied or revoked by an ordinary resolution of our Shareholders in general meeting.

See "Statutory and General Information – A. Further Information About Our Group – 4. Resolutions of the Shareholders of our Company dated July 26, 2024" in Appendix IV to this Prospectus for further details of the general mandate.

GENERAL MANDATE TO REPURCHASE SHARES Subject to the Global Offering becoming unconditional, our Directors have been granted a general unconditional mandate, to exercise all the powers of our Company to repurchase our own securities with nominal value of up to 10% of the aggregate nominal value of our Shares in issue immediately following the completion of the Global Offering (excluding the additional Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option).

The repurchase mandate only relates to repurchases made on the Stock Exchange, or on any other stock exchange on which our Shares are listed (and which are recognized by the SFC and the Stock Exchange for this purpose), and which are in accordance with the Listing Rules. A summary of the relevant Listing Rules is set out in "Statutory and General Information – A. Further Information About Our Group – 5. Repurchase of Our Own Securities" in Appendix IV to this Prospectus.

This general mandate to repurchase Shares will expire at the earliest of:

•

the conclusion of the next annual general meeting of our Company unless otherwise renewed by an ordinary resolution of our Shareholders in a general meeting, either unconditionally or subject to conditions;

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SHARE CAPITAL •

the expiration of the period within which our Company's next annual general meeting is required by the Articles of Association or any other applicable laws to be held; or

•

the time when it is varied or revoked by an ordinary resolution of our Shareholders passed in a general meeting.

See "Statutory and General Information – A. Further Information About Our Group – 4. Resolutions of the Shareholders of our Company dated July 26, 2024" in Appendix IV to this Prospectus for further details of the repurchase mandate.

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CORNERSTONE INVESTORS THE CORNERSTONE INVESTMENT We have entered into cornerstone investment agreements (each a "Cornerstone Investment Agreement", and together the "Cornerstone Investment Agreements") with the cornerstone investors set out below (each a "Cornerstone Investor", and together the "Cornerstone Investors"), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe, or cause their designated entities to subscribe, for such number of Offer Shares (rounded down to the nearest whole board lot of 100 Shares) that may be purchased at the Offer Price for an aggregate amount of US$9.9 million (or approximately HK$77.1 million) (the "Cornerstone Investment"). The calculations in this section, which are based on the exchange rates of US$1.00 to HK$7.8107, RMB0.9133 to HK$1.00 and RMB7.1335 to US$1.00, are only for illustration purpose. The final number of Shares to be subscribed by the Cornerstone Investors are subject to the exchange rate to be determined in accordance with the relevant Cornerstone Investment Agreements and will be set out in the allotment results announcement in respect of the Global Offering to be issued by the Company.

Assuming an Offer Price of HK$28.00 (being the low-end of the indicative Offer Price range set out in this Prospectus), the total number of Offer Shares to be subscribed by the Cornerstone Investors would be 2,736,000 Offer Shares, representing (a) approximately 7.39% of the Offer Shares offered pursuant to the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised); (b) approximately 0.48% of our total issued share capital immediately upon completion of the Global Offering (assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis, and (iii) without taking into account any Shares that may further be issued upon the exercise of options which have been granted under the Pre-IPO Share Plan); (c) approximately 0.48% of our total issued share capital immediately upon completion of the Global Offering (assuming that (i) the Offer Size Adjustment Option is exercised in full and the Over-allotment Option is not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis, and (iii) without taking into account any Shares that may further be issued upon the exercise of options which have been granted under the Pre-IPO Share Plan); and (d) approximately 0.47% of our total issued share capital immediately upon completion of the Global Offering (assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are exercised in full, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis, and (iii) without taking into account any Shares that may further be issued upon the exercise of options which have been granted under the Pre-IPO Share Plan).

Assuming an Offer Price of HK$29.15 (being the mid-point of the indicative Offer Price range set out in this Prospectus), the total number of Offer Shares to be subscribed by the Cornerstone Investors would be 2,628,100 Offer Shares, representing (a) approximately 7.10% of the Offer Shares offered pursuant to the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised); (b) approximately 0.46% of our total issued share capital immediately upon completion of the Global Offering (assuming that (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis, and (iii) without taking into account any Shares that may further be issued upon the exercise of options which have been granted under the Pre-IPO Share Plan); (c) approximately 0.46% of our total issued share capital immediately upon completion of the Global Offering (assuming that (i) the Offer Size Adjustment Option is exercised in full and the Over-allotment Option is not exercised, (ii) all Preferred Shares have been converted into Shares on a one-to-one basis, and (iii) without – 335 –

CORNERSTONE INVESTORS

在考虑到可能因行使已根据上市前购股权计划授出的期权而进一步发行的股份后）；及（d）于全球发售完成后即时，约占我们已发行总股本的约0.45%（假设（i）发售规模调整选项及超额配股权获全数行使，（ii）所有优先股已按一对一基准转换为股份，及（iii）不考虑任何可能因行使已根据上市前购股权计划授出的期权而进一步发行的股份）。

假设发售价为每股30.30港元（即本招股章程所载指示性发售价范围的上限），基础投资者将认购的发售股份总数为2,528,300股发售股份，代表（a）约占全球发售所提呈的发售股份的约6.83%（假设发售规模调整选项及超额配股权均未获行使）；（b）于全球发售完成后即时，约占我们已发行总股本的约0.45%（假设（i）发售规模调整选项及超额配股权均未获行使，（ii）所有优先股已按一对一基准转换为股份，及（iii）不考虑任何可能因行使已根据上市前购股权计划授出的期权而进一步发行的股份）；（c）于全球发售完成后即时，约占我们已发行总股本的约0.44%（假设（i）发售规模调整选项获全数行使而超额配股权未获行使，（ii）所有优先股已按一对一基准转换为股份，及（iii）不考虑任何可能因行使已根据上市前购股权计划授出的期权而进一步发行的股份）；及（d）于全球发售完成后即时，约占我们已发行总股本的约0.43%（假设（i）发售规模调整选项及超额配股权均获全数行使，（ii）所有优先股已按一对一基准转换为股份，及（iii）不考虑任何可能因行使已根据上市前购股权计划授出的期权而进一步发行的股份）。

我们公司认为，借助基础投资者的投资经验，基础投资将有助提升我们公司的知名度，并表明该等投资者对我们业务及前景充满信心。我们公司在日常营运过程中，透过本集团的业务网络或透过全球发售的整体协调人的介绍，与基础投资者建立了关系。

基础投资将构成国际发售的一部分，而基础投资者及其各自的紧密联系人将不会在全球发售项下认购任何发售股份（根据基础投资协议认购者除外）。基础投资者将认购的发售股份在各方面将与已发行的缴足股份享有同等权利，并就《上市规则》第8.08条的目的而计入我们公司的公众持股量，以符合《上市规则》第8.08(3)条的规定。于全球发售完成后即时，基础投资者概不会成为我们公司的主要股东。基础投资者或其紧密联系人将不会凭借其基础投资而在我们公司拥有任何董事会席位。除保证按最终发售价获分配相关发售股份外，基础投资者在基础投资协议中并不享有较其他公众股东更优惠的权利。

－336－

CORNERSTONE INVESTORS

To the best knowledge of our Company, (i) each of the Cornerstone Investors and their respective ultimate beneficial owners is an Independent Third Party; (ii) none of the Cornerstone Investors is accustomed to take instructions from our Company, the Directors, chief executive of our Company, the Single Largest Shareholder, substantial Shareholders, existing Shareholders or any of our subsidiaries or their respective close associates in relation to the acquisition, disposal, voting, or other disposition of Shares registered in its name or otherwise held by it; and (iii) none of the subscription of the relevant Offer Shares by any of the Cornerstone Investors is directly or indirectly financed by our Company, the Directors, chief executive of our Company, the Single Largest Shareholder, substantial Shareholders, existing Shareholders or any of our subsidiaries or their respective close associates. To the best knowledge of our Company, each of the Cornerstone Investors is independent from each other and makes independent investment decisions.

As confirmed by the Cornerstone Investors, its subscription under the Cornerstone Investment would be financed by its own internal resources. There are no side agreements or arrangements between our Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Cornerstone Investment, other than a guaranteed allocation of the relevant Offer Shares at the Offer Price. Each of the Cornerstone Investors has confirmed that all necessary approvals have been obtained with respect to the cornerstone investment.

The total number of Offer Shares to be subscribed by the Cornerstone Investors pursuant to the Cornerstone Investment may be affected by reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering in the event of over-subscription under the Hong Kong Public Offering. If the total demand for Shares in the Hong Kong Public Offering falls within the circumstances as set out in the section headed "Structure of the Global Offering – The Hong Kong Public Offering – Reallocation and Clawback" in this Prospectus, the number of Offer Shares to be subscribed by each Cornerstone Investor shall be reduced on a pro rata basis to satisfy the shortfall, after taking into account the requirements under Appendix F1 to the Listing Rules. Further, each of the Cornerstone Investors has agreed that in the event that the requirements under Rule 8.08(3) of the Listing Rules, which stipulates that no more than 50% of the Shares in public hands can be beneficially owned by the three largest public shareholders of the Company, may not be complied with on the Listing Date, the number of the Shares to be subscribed for by the Cornerstone Investors may be adjusted to ensure compliance with Rule 8.08(3) of the Listing Rules. Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment results announcement to be issued by our Company.

There will be no delayed delivery or deferred settlement of Offer Shares to be subscribed by the Cornerstone Investors pursuant to the Cornerstone Investment Agreements and the payment for the Offer Shares subscribed by the Cornerstone Investors will be settled and paid in full before dealings in the Offer Shares commence on the Stock Exchange.

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CORNERSTONE INVESTORS

OUR CORNERSTONE INVESTORS

The information about the Cornerstone Investors sets forth below has been provided by the Cornerstone Investors.

**1. Gardex Development Limited**

Gardex Development Limited ("Gardex Development") is a company incorporated under the laws of Hong Kong, principally engaged in investment. Gardex Development is an indirect wholly-owned subsidiary of Guangzhou Automobile Group Co., Ltd. (廣州汽車集團股份有限公司) ("GAC Group"), a company whose shares are listed on the Hong Kong Stock Exchange (stock code: 2238) and the Shanghai Stock Exchange (stock code: 601238). No approval from the shareholders of GAC Group, the Hong Kong Stock Exchange or the Shanghai Stock Exchange is required for the relevant Cornerstone Investment.

**2. Joyson Electronic USA LLC**

Joyson Electronic USA LLC ("Joyson Electronic USA") is a company incorporated under the laws of California, primarily focusing on investments. Joyson Electronic USA is a wholly-owned subsidiary of Ningbo Joyson Electronics Co., Ltd. (寧波均勝電子股份有限公司) ("Joyson Electronics"), a major supplier of components for automobile manufacturers whose shares are listed on the Shanghai Stock Exchange (stock code: 600699). Founded in 2004, Joyson Electronics is committed to the manufacture of intelligent cockpit, and the research and development on intelligent driving, e-mobility and automotive safety. Through leading innovative design, stable manufacturing, quality management and excellent service, Joyson Electronics has become a long-term partner of global automotive manufacturers. No approval from the shareholders of Joyson Electronics or the Shanghai Stock Exchange is required for the relevant Cornerstone Investment.

The table below sets forth details of the Cornerstone Investment:

Based on the Offer Price of HK$28.00 (being the low-end of the indicative Offer Price range) and assuming the Offer Size Adjustment Option is not exercised

| Cornerstone Investor | Subscription Amount | Assuming the Over-allotment Option is not exercised | | | Assuming the Over-allotment Option is exercised in full | | |---|---|---|---|---|---|---| | | | Number of Offer Shares to be acquired(3)(4) | Percentage of total Offer Shares | Percentage of total issued share capital immediately following completion of the Global Offering | Percentage of total Offer Shares | Percentage of total issued share capital immediately following completion of the Global Offering | | Gardex Development | HK$53,715,000 (equivalent to approximately US$6.9 million)(1) | 1,899,200 | 5.13% | 0.33% | 4.46% | | | Joyson Electronic USA | | | | | | | | **Total** | | | | | | |

CORNERSTONE INVESTORS

Based on the Offer Price of HK$28.00 (being the low-end of the indicative Offer Price range) and assuming the Offer Size Adjustment Option is exercised in full

| Cornerstone Investor | Subscription amount | Number of Offer Shares to be acquired | Assuming the Over-allotment Option is not exercised — Percentage of total Offer Shares | Assuming the Over-allotment Option is not exercised — Percentage of total issued share capital immediately following completion of the Global Offering | Assuming the Over-allotment Option is exercised in full — Percentage of total Offer Shares(3)(4) | Assuming the Over-allotment Option is exercised in full — Percentage of total issued share capital immediately following completion of the Global Offering | |---|---|---|---|---|---|---| | Gardex Development | HK$53,715,000 (equivalent to approximately US$6.9 million)(1) | 1,899,200 | 4.46% | 0.33% | 3.88% | 0.33% | | Joyson Electronic USA | US$3 million(2) | 836,800 | 1.97% | 0.15% | 1.71% | 0.14% | | Total | US$9.9 million | 2,736,000 | 6.43% | 0.48% | 5.59% | 0.47% |

Based on the Offer Price of HK$29.15 (being the mid-point of the indicative Offer Price range) and assuming the Offer Size Adjustment Option is not exercised

| Cornerstone Investor | Subscription amount | Number of Offer Shares to be acquired | Assuming the Over-allotment Option is not exercised — Percentage of total Offer Shares | Assuming the Over-allotment Option is not exercised — Percentage of total issued share capital immediately following completion of the Global Offering | Assuming the Over-allotment Option is exercised in full — Percentage of total Offer Shares(3)(4) | Assuming the Over-allotment Option is exercised in full — Percentage of total issued share capital immediately following completion of the Global Offering | |---|---|---|---|---|---|---| | Gardex Development | HK$53,715,000 (equivalent to approximately US$6.9 million)(1) | 1,824,300 | 4.93% | 0.32% | 4.29% | 0.32% | | Joyson Electronic USA | US$3 million(2) | 803,800 | 2.17% | 0.14% | 1.89% | 0.14% | | Total | US$9.9 million | 2,628,100 | 7.10% | 0.46% | 6.18% | 0.46% |

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CORNERSTONE INVESTORS

Based on the Offer Price of HK$29.15 (being the mid-point of the indicative Offer Price range) and assuming the Offer Size Adjustment Option is exercised in full

| Cornerstone Investor | Subscription amount | Number of Offer Shares to be acquired | Assuming the Over-allotment Option is not exercised — Percentage of total Offer Shares | Assuming the Over-allotment Option is not exercised — Percentage of total issued share capital immediately following completion of the Global Offering | Assuming the Over-allotment Option is exercised in full — Percentage of total Offer Shares(3)(4) | Assuming the Over-allotment Option is exercised in full — Percentage of total issued share capital immediately following completion of the Global Offering | |---|---|---|---|---|---|---| | Gardex Development | HK$53,715,000 (equivalent to approximately US$6.9 million)(1) | 1,824,300 | 4.29% | 0.32% | 3.73% | 0.31% | | Joyson Electronic USA | US$3 million(2) | 803,800 | 1.89% | 0.14% | 1.64% | 0.14% | | Total | US$9.9 million | 2,628,100 | 6.18% | 0.46% | 5.37% | 0.45% |

Based on the Offer Price of HK$30.30 (being the high-end of the indicative Offer Price range) and assuming the Offer Size Adjustment Option is not exercised

| Cornerstone Investor | Subscription amount | Number of Offer Shares to be acquired | Assuming the Over-allotment Option is not exercised — Percentage of total Offer Shares | Assuming the Over-allotment Option is not exercised — Percentage of total issued share capital immediately following completion of the Global Offering | Assuming the Over-allotment Option is exercised in full — Percentage of total Offer Shares(3)(4) | Assuming the Over-allotment Option is exercised in full — Percentage of total issued share capital immediately following completion of the Global Offering | |---|---|---|---|---|---|---| | Gardex Development | HK$53,715,000 (equivalent to approximately US$6.9 million)(1) | 1,755,000 | 4.74% | 0.31% | 4.12% | 0.31% | | Joyson Electronic USA | US$3 million(2) | 773,300 | 2.09% | 0.14% | 1.82% | 0.13% | | Total | US$9.9 million | 2,528,300 | 6.83% | 0.45% | 5.94% | 0.44% |

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CORNERSTONE INVESTORS

Based on the Offer Price of HK$30.30 (being the high-end of the indicative Offer Price range) and assuming the Offer Size Adjustment Option is exercised in full

| Cornerstone Investor | Subscription amount | Number of Offer Shares to be acquired | Assuming the Over-allotment Option is not exercised — Percentage of total Offer Shares | Assuming the Over-allotment Option is not exercised — Percentage of total issued share capital immediately following completion of the Global Offering | Assuming the Over-allotment Option is exercised in full — Percentage of total Offer Shares(3)(4) | Assuming the Over-allotment Option is exercised in full — Percentage of total issued share capital immediately following completion of the Global Offering | |---|---|---|---|---|---|---| | Gardex Development | HK$53,715,000 (equivalent to approximately US$6.9 million)(1) | 1,755,000 | 4.12% | 0.31% | 3.59% | 0.30% | | Joyson Electronic USA | US$3 million(2) | 773,300 | 1.82% | 0.13% | 1.58% | 0.13% | | Total | US$9.9 million | 2,528,300 | 5.94% | 0.44% | 5.17% | 0.43% |

Notes:

(1) Inclusive of brokerage fee of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%.

(2) Exclusive of brokerage fee of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%.

(3) Calculated based on exchange rates of US$1.00 to HK$7.8107, RMB0.9133 to HK$1.00 and RMB7.1335 to US$1.00.

(4) Subject to rounding down to the nearest whole board lot of 100 Shares.

CLOSING CONDITIONS

The obligation of each of the Cornerstone Investors to acquire the Offer Shares under the respective Cornerstone Investment Agreement is subject to, among other things, the following closing conditions:

(i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement being entered into and having become effective and unconditional (in accordance with their respective original terms or as subsequently waived or varied by agreement of the parties thereto) by no later than the time and date as specified in the Hong Kong Underwriting Agreement and the International Underwriting Agreement, and neither the Hong Kong Underwriting Agreement nor the International Underwriting Agreement having been terminated;

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CORNERSTONE INVESTORS

(ii) 已就全球发售的承销商（由整体协调人代表）与本公司之间就发售价达成协议；

(iii) 上市委员会已批准本公司股份（包括基石投资项下的股份）上市及买卖，以及其他适用豁免及批准，且该等批准、许可或豁免在本公司股份于联交所开始买卖前未被撤销；

(iv) 任何政府当局均未颁布或公布任何法律，禁止完成香港公开发售、国际发售或基石投资协议所拟进行的交易，且没有任何有司法管辖权的法院发出的命令或禁令阻止或禁止完成该等交易；及

(v) 基石投资者根据基石投资协议作出的各项陈述、保证、确认、承诺及确认函在各方面均准确、真实且无误导性，且基石投资者并无重大违反基石投资协议。

基石投资者的股份处置限制

各基石投资者已同意，在自上市日期起计（含上市日期）六个月的期间内（「禁售期」），无论直接或间接，均不会出售其根据相关基石投资协议购买的任何发售股份，惟若干有限情况除外，例如将股份转让予其任何全资附属公司，而该等全资附属公司须受与该基石投资者相同义务的约束，包括禁售期限制。

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FINANCIAL INFORMATION

You should read the following discussion and analysis in conjunction with our consolidated financial statements, included in the Accountant's Report in Appendix I, together with the respective accompanying notes. Our consolidated financial information has been prepared in accordance with IFRS.

The following discussion and analysis contain forward-looking statements that reflect our current views with respect to future events and financial performance. These statements are based on our assumptions and analysis in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual outcomes and developments will meet our expectations and predictions depends on a number of risks and uncertainties, many of which we cannot control or foresee. In evaluating our business, you should carefully consider all of the information provided in this document, including the sections headed "Risk Factors" and "Business," and elsewhere in this Prospectus. For further details, see "Forward-Looking Statements."

概览

我们是一家车规级计算SoC及基于SoC的智能汽车解决方案提供商。我们以专注于自动驾驶应用的华山系列高算力SoC起步并实现商业化，近期推出武当系列跨域SoC，从核心自动驾驶功能扩展至覆盖智能汽车更多元、更复杂的先进功能需求，如智能座舱及汽车网关，均可在单一SoC上实现。作为自动驾驶价值链中游的Tier 2供应商，我们以捆绑式SoC解决方案及算法解决方案的形式提供自动驾驶产品与解决方案。根据弗若斯特沙利文的数据，按2023年车规级高算力SoC出货量计，我们在全球排名第三。

我们在现阶段战略性地优先布局L2至L3产品，认识到产品与市场的契合对于商业成功至关重要。凭借卓越的产品实力及客户认可，截至最后实际可行日期，我们已获得16家汽车OEM及Tier 1供应商共23款车型的设计定点。我们于2022年开始量产华山A1000/A1000L SoC。截至2024年3月31日，我们SoC产品累计出货量已超过156,000颗。此外，我们于2023年4月发布武当系列跨域SoC，根据弗若斯特沙利文的数据，这是业内首款集成自动驾驶、智能座舱、车身控制及其他计算域的跨域SoC。此外，凭借我们在提供影像解决方案过程中积累的自有IP算法，我们提供智能影像解决方案，通过算法赋能广泛的设备实现智能感知与内容增强。我们的客户群从2021年的45家增长至2023年的85家。在截至2024年3月31日的三个月内，我们共有21名客户。截至最后实际可行日期，我们已与超过49家汽车OEM及Tier 1供应商建立合作关系，包括一汽集团、东风、江淮、合创、亿咖通、百度、博世、采埃孚集团及马瑞利。

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FINANCIAL INFORMATION (财务信息)

We grew significantly during the Track Record Period. In 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, our revenue was RMB60.5 million, RMB165.4 million, RMB312.4 million, RMB29.3 million and RMB27.5 million, respectively. With mass production of our SoCs and continued iteration and advancement of our solutions, we expect to capture the vast market opportunities in the foreseeable future.

BASIS OF PREPARATION (编制基准)

Our historical financial information has been prepared in accordance with IFRS, issued by the International Accounting Standards Board. The historical financial information has been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss and financial instruments issued to investors, which are carried at fair value.

The preparation of the historical financial information in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying our accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the historical financial information are disclosed in Note 4 to the Accountant's Report included in Appendix I to this Prospectus.

The IASB has issued a number of new and revised IFRS during the Track Record Period. For the purpose of preparing our financial information, we have adopted all applicable new and revised IFRSs throughout the Track Record Period except for any new standards or interpretation that are not yet effective for the reporting period ended March 31, 2024.

These amendments did not have significant impact except amendment to IAS 1, "Classification of Liabilities as Current or Non-current", which has been applied throughout the Track Record Period. As at December 31, 2021, 2022 and 2023 and March 31, 2024, all the redeemable convertible preferred shares and convertible notes were classified as current liabilities. See Note 3.1(c) to the Accountant's Report included in Appendix I to this Prospectus.

MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS (影响经营业绩的主要因素)

Our results of operations have been, and are expected to continue to be, materially affected by a number of key factors, including the following:

Our ability to attract new customers and deepen relationships with existing customers (吸引新客户及深化与现有客户关系的能力)

We provide automotive-grade SoCs and solutions ranging from L2 to L3 and beyond, supporting varied use cases. In addition, we deliver intelligent imaging solutions that empower a broad range of devices to facilitate intelligent perception and content enhancement through algorithms. Our management and sales team have extensive industry experience and profound knowledge, allowing us to build our brand and acquire customers in an effective manner. We participate in various events, such as exhibitions, live product launches and business updates, during which we communicate with business partners along the industry chain. We also collaborate with other business partners to conduct research projects, enabling us to reach out

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FINANCIAL INFORMATION

to various customers with relevant needs. We endeavor to maintain stable and long-term business relationships with our customers by delivering comprehensive, customer-centric services. We had continuously expanded our customer base during the Track Record Period, with the number of customers growing from 45 in 2021 to 85 in 2023. We had 21 customers in the three months ended March 31, 2024.

Our ability to achieve profitability ultimately depends on our customers' progress of developing, mass-producing and delivering vehicles and other devices to the end consumers. Based on our go-to-market strategy, we enter into long-term strategic partnership with our customers, which allows us to work closely with them at early stages of projects, and to timely iterate our products and solutions to fulfill the evolving needs of end consumers in line with the market trends. We plan to gain access to global markets and R&D resources through such partnership and cooperation, further expanding our presence in the intelligent vehicle industry.

Our product and solution portfolio

Our revenue grew significantly during the Track Record Period primarily due to the expansion of our product and solution offerings. We launched Huashan Series SoCs, along with a suite of hardware platforms, autonomous driving solutions and intelligent imaging solutions. We review our solution portfolio and customer base each time we complete an order, taking into account of our overall business strategies and market growth opportunities. We typically review the profitability and business prospects of our solutions, as well as financial status of the relevant customers and potential for future cooperation. As we expand the sales of our various autonomous driving products and solutions and enhance our brand recognition, we are able to develop and offer products and solutions with stronger capabilities, more functions and further customization for various types of vehicles. We announced the Wudang C1200 in April 2023, the first cross-domain computing SoC designed for intelligent vehicles in the China market. Going forward, we anticipate improving economies of scale as we expand operations, reducing costs and increasing adoption of our products across the industry.

We determine the pricing of our products and solutions based on market levels, project complexity, service scope and costs. Our SoC design enables high performance at low power consumption and cost, making our products and solutions an ideal, budget-friendly choice for mass-produced intelligent vehicles. However, automotive OEMs expect the selling prices of SoCs to decrease as sales volume increases, which could affect our gross profit margin. Therefore, our success will depend on our ability to expand our product and solution offerings in a cost-efficient manner and improve the quality and efficiency of our existing products and solutions.

Investment in technology leadership and product development.

Our ability to develop new technologies, design new products and solutions and enhance existing products and solutions is critical to our business operations. We offer comprehensive capabilities covering intelligent vehicle SoCs, support software, hardware and proprietary IP cores and algorithms, empowering us to integrate different components to launch our diversified and customer-centric products and offerings. We have developed and commercialized the core algorithms and technologies focusing on autonomous driving, smart

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FINANCIAL INFORMATION

cockpit and advanced imaging on intelligent vehicles and other devices. Our fully in-house developed technology portfolio allows us to optimize performance through software iterations, improving the development efficiency for our customers throughout the vehicle R&D stage.

We have made significant investments in our R&D activities during the Track Record Period as we believe that our R&D capabilities will be the main driving force for our long-term competitiveness and business prospects. Our research and development expenses increased from RMB595.4 million in 2021 to RMB764.1 million in 2022 and further to RMB1,362.5 million in 2023; our research and development expenses increased from RMB266.5 million in the three months ended March 31, 2023 to RMB339.4 million in the three months ended March 31, 2024. In addition, we have leveraged our domestic and overseas R&D centers to accumulate talents all over the world and develop advanced technologies. As of March 31, 2024, our research and development team consisted of 908 members, representing 86.3% of total employees as of the same date. Going forward, we will continue to invest in other proprietary automotive-grade SoCs with stronger capabilities, including our next-generation SoC, Huashan A2000, and our Wudang Series cross-domain SoCs. We also plan to further expand to wider fields of automotive-grade SoCs. Our ability to continuously develop and introduce new products and solutions that meet our customers' demands is subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk Factors – Risks Relating to the Research and Development of our Products and Solutions – If we are unable to develop and introduce new products and solutions, our future business, results of operations, financial condition and competitive position would be materially and adversely affected."

Supply and production capacity

We operate on a fabless basis. As a result of the concentration on the upstream supply chain, we rely on our major suppliers and contract manufacturers for semiconductor fabrication, packaging and testing. Therefore, timely shipments of SoCs is critical to our business operations. Our ability to meet our customers' needs depend on the continued timely supply of raw materials, the availability of manufacturing capacity, and affordable packaging and testing services for mass production of chips. However, supply chain disruptions, shortage of raw materials and manufacturing limitations may result in delayed delivery, which in turn would lead to reduced or canceled orders. See "Risk Factors – Risks Relating to the Manufacturing of Our Products – We depend on TSMC to manufacture our SoCs." During the Track Record Period, we were not subject to shortages in the supply of raw materials from our major suppliers or disruptions in services provided by contract manufacturers. We do not anticipate any supply chain constraints that would materially and adversely affect our results of operations.

Our ability to maintain and improve operating efficiency.

Our profitability depends in part on our ability to manage costs and optimize our operating efficiency. As a result of our early efforts to develop and commercialize our intelligent vehicle SoCs, we incurred substantial costs in R&D, sales activities and internal management. Our operating expenses excluding share-based payment expenses decreased as a percentage of revenue from 1,068.0% in 2021 to 459.1% in 2022, and then to 436.1% in 2023, indicating improved operational efficiency.

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FINANCIAL INFORMATION

While we expect the absolute amounts of our research and development expenses, selling expenses and general and administrative expenses will continue to increase along with our business growth in the future, we are constantly improving our operating efficiency in various aspects. For instance, we have streamlined the project management process to enhance our R&D efficiency and reduce the time-to-market of products. Our sales team are well prepared to capture business opportunities based on customer demands, and are able to offer precise suggestions for product design and delivery, minimizing subsequent changes and rework in the production process. We have also improved our administrative management to reduce communication costs and improve collaboration efficiency. Moreover, as we ramp up production of our existing offerings and launch more products and solutions, we expect to benefit from economies of scale and further improve our operational efficiency.

General Factors

Our business and operating results are also affected by general factors affecting the automotive industry, which include:

• global demand for automotive vehicles;

• evolution and market acceptance of intelligent vehicle technologies;

• the competitive landscape; and

• relevant laws and regulations, governmental policies and initiatives.

IMPACT OF COVID-19

Since the end of December 2019, the outbreak of a novel strain of coronavirus, or COVID-19, has materially and adversely affected the Chinese and global economy. The COVID-19 pandemic had resulted in adverse impacts on the downstream automotive OEMs, as their business activities including research and development, manufacturing and sales generally slowed down. The global supply shortage of raw materials and components, in particular the semiconductors for automotive production, had adversely affected OEMs' production schedule in the industry, resulting in delays in R&D and delivery of our products and solutions to certain of our customers. We had an increase in the procurement cost of SoCs and are still in the process of absorbing the impact of this cost increase on our inventory. However, our strategic approach to sourcing hardware components from suppliers across the country has ensured that our costs of materials remained relatively stable, allowing us to continue supporting our customers effectively through the Track Record Period.

From February 2022 to January 2023, we registered a total of approximately 14,000 person-days where employees requested to work remotely, and suspended certain on-site projects from time to time. We managed to mitigate the impact on our operations and performance by taking various measures, including temporarily closing our offices, facilitating remote work arrangements for research and development activities as well as supporting work. In addition, during the COVID-19 resurgence in 2022, we experienced certain disruptions in terms of our sales activities. As a result, there was a temporary delay in project delivery and – 347 –

FINANCIAL INFORMATION

an overall slowdown in customer engagement, which in turn affected our product commercialization and business expansion. We believe that our operational and financial performance was not materially affected, benefiting from our mitigation measures, as reflected by our revenue growth during the Track Record Period. As the COVID-19 pandemic has subsided since early 2023, our business and the operation had resumed to normal and we do not anticipate further adverse impact on our business and financial performance.

Save for the above, during the Track Record Period and up to the Latest Practicable Date, we had not experienced significant delay in projects, or material delay or impediment of our research and development, due to the COVID-19 pandemic.

Since December 2022, the restrictive measures have been generally eased. There remain uncertainties about the dynamic of the COVID-19 pandemic, which may have potential continuing impacts in the future if the pandemic and the resulting disruption were to extend over a prolonged period. See "Risk Factors – Risks Relating to our General Operations – Our business growth and results of operations may be affected by changes in global and regional macroeconomic conditions, natural disasters, health epidemics and pandemics, and social disruption and other outbreaks."

MATERIAL ACCOUNTING POLICY INFORMATION AND CRITICAL ESTIMATES AND JUDGMENT

Some of our accounting policies require us to apply estimates and assumptions as well as complex judgments relating to accounting items. The estimates and assumptions we use and the judgments we make in applying our accounting policies have a significant impact on our financial position and results of operations. Our management continually evaluates such estimates, assumptions and judgments based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There has not been any material deviation between our management's estimates or assumptions and actual results, and we have not made any material changes to these estimates or assumptions during the Track Record Period. We do not expect any material changes in these estimates and assumptions in the foreseeable future.

Set forth below are discussions of the accounting policies that we believe are of critical importance to us or involve the most significant estimates, assumptions and judgments used in the preparation of our financial statements. Other material accounting policy information, estimates, assumptions and judgments, which are important for understanding our financial condition and results of operations, are set forth in detail in Notes 2 to the Accountant's Report in Appendix I to this Prospectus.

Revenue recognition

Autonomous Driving Products and Solutions

We engage in provision of autonomous driving products and solutions, including sales of autonomous driving products and solutions, and provision of autonomous driving related software and hardware development services.

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FINANCIAL INFORMATION

销售自动驾驶产品及解决方案

Sales of autonomous driving products and solutions

Revenue generated from sales of autonomous driving products and solutions primarily includes autonomous driving SoCs, autonomous driving domain controllers and intelligent front cameras, which is recognized at the point in time when the performance obligation under the terms of a contract with the customer is satisfied and control of the product has been transferred to the customer, generally upon the acceptance of the products.

提供自动驾驶相关软硬件开发服务

Provision of autonomous driving related software and hardware development services

We provide autonomous driving related software and hardware development services to our customers. Revenue is recognized when control over the customized software has been transferred to the customer. The customers cannot receive and consume the benefits simultaneously from us as well as control the customized software until the software is delivered to the customer. The customized software generally has no alternative use for us due to contractual restrictions. However, an enforceable right to payment does not arise until the customized software is transferred to customer. Therefore, revenue is recognized at a point in time when the customized software is passed to the customer.

We recognize an asset in relation to costs to fulfil our customized software development contracts. The costs relate directly to the contract, generate resources that will be used in satisfying the contract and are expected to be recovered. The contract fulfilment costs are recorded as cost of sales when the customized software is passed to the customer and the revenue is recognized.

智能影像解决方案

Intelligent Imaging Solutions

We provide intelligent imaging solutions that empower a broad range of devices to facilitate intelligent perception and content enhancement through algorithms.

软件及算法许可

License of software and algorithms

We license self-developed software and algorithms to customers. Given that we would not undertake activities that significantly affect the intellectual property to which the customer has rights, license of software and algorithms is accounted for as a right to use the intellectual property.

Revenue from license of software and algorithms is recognized at a point of time upon which the license is transferred to the licensee and the licensee is able to use and benefit from the license, because the licensee is able to direct the use of and obtain substantially all of the benefits from the license at the time that control of the license is transferred to the licensee.

For sales-based royalties that are attributable to a license of self-developed software and algorithms, related revenue is recognized at the later of: (i) when the subsequent sale or usage occurs; and (ii) the satisfaction or partial satisfaction of the performance obligation to which some or all of the sales-based royalty has been allocated.

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FINANCIAL INFORMATION

其他产品销售

Sales of other products

Revenue generated from sales of other products is recognized at the point in time when the performance obligation under the contract is satisfied and control of the product has been transferred to the customer, generally upon the acceptance of the products.

合同资产及负债

Contract assets and liabilities

When either party to a contract has performed, we present the contract in the consolidated statement of financial position as a contract asset or a contract liability, depending on the relationship between our performance and the customer's payment. A contract asset is our right to consideration in exchange for services that we have transferred to a customer.

If a customer pays consideration or we have a right to an amount of consideration that is unconditional, before we transfer goods or services to the customer, we have a contract liability when the payment is received or a receivable is recorded (whichever is earlier). A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration from the customer. A receivable is recorded when we have an unconditional right to consideration. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due.

实际权宜之计及豁免

Practical expedients and exemptions

We have elected to use the practical expedient to not disclose the remaining performance obligations for contracts that have durations of one year or less, as substantially all of our contracts have duration of one year or less.

向投资者发行的金融工具

Financial instruments issued to investors

Financial instruments issued to investors consist of redeemable convertible preferred shares, warrants for purchase of ordinary shares, convertible notes, and commitment derivatives. Accounting policies and other explanatory information of these financial instruments are elaborated as follows:

优先股

Preferred Shares

We entered into a series of share purchase agreements with financial investors and issued Series A, A-1, B-1, B-2, B-3, B-4, B+, C and C+ Preferred Shares (collectively "Preferred Shares").

The Preferred Shares are redeemable upon occurrence of certain future events. These instruments shall be converted into our ordinary shares at any time at the option of the holders or automatically converted into ordinary shares upon occurrence of our qualified initial public offering ("Qualified IPO").

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FINANCIAL INFORMATION

We designated the Preferred Shares as financial liabilities at fair value through profit or loss. They are initially recognized at fair value. Subsequent to initial recognition, the Preferred Shares are carried at fair value with changes in fair value recognized in the consolidated statements of comprehensive (loss)/income, except for the gains or losses arising from our own credit risk which are presented in OCI with no subsequent reclassification to the statement of profit or loss.

Warrants

We issued warrants under which the holders have the rights to subscribe for our ordinary shares or Preferred Shares at a predetermined price during a specific period.

Warrant liabilities are initially recognized at fair value on the date a warrant contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. Our warrant liabilities were classified as current liabilities, as these warrants may be exercised at the option of the holders at any time.

Convertible notes

Black Sesame Shanghai Co., Ltd ("Black Sesame Shanghai"), our wholly owned subsidiary, issued convertible notes to investors.

We designated our convertible notes as financial liabilities at fair value through profit or loss, which are initially recognized at fair value. Any directly attributable transaction costs are recognized as finance costs in the consolidated statements of comprehensive (loss)/income. Subsequent to initial recognition, the convertible notes are carried at fair value with changes in fair value recognized in the profit or loss except for the portion attributed to the own credit risk presented in OCI.

Impairment of non-financial assets

Assets that are subject to amortization or depreciation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in profit or loss for the amount by which the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

We operate in one business as a whole, focusing on the design, development, and implementation of intelligent vehicle SoC technology, and do not maintain manufacturing facilities or develop manufacturing capacity by ourselves. As of December 31, 2021, 2022 and 2023 and March 31, 2024, our non-financial assets, mainly including leased buildings, equipment and software held for our R&D activities and daily operations, were identified as one single cash generating unit ("CGU") for impairment testing purpose. The recoverable amount of the CGU at the end of the reporting period had been determined based on value in use calculations, using cash flow projections based on management's financial forecasts. Key

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FINANCIAL INFORMATION

assumptions applied in preparing the cash flow projections included revenue growth rate and pre-tax discount rate. Based on the result of the assessment, the recoverable amount exceeded the carrying amount of the CGU with sufficient headroom. Hence, no impairment of non-financial assets was recognized during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2024.

Investments and other financial assets

Classification

We classify our financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through OCI, or through profit or loss), and

• those to be measured at amortized cost.

The classification depends on our business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments that are not held for trading, this will depend on whether we have made an irrevocable election at the time of initial recognition to account for the equity investment at FVOCI.

We reclassify debt investments when and only when our business model for managing those assets changes.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which we commit to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and we have transferred substantially all the risks and rewards of ownership.

Measurement

At initial recognition, we measure a financial asset at its fair value plus, in the case of a financial asset not at FVPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

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FINANCIAL INFORMATION

Debt instruments

Subsequent measurement of debt instruments depends on our business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which we classify our debt instruments:

•

摊余成本：持有以收取合同现金流量为目的、且该现金流量仅为本金和利息偿付的金融资产，按摊余成本计量。此类金融资产的利息收入采用实际利率法计入"财务收益"。终止确认时产生的任何利得或损失直接计入损益，与外汇利得及损失一并列示于"其他利得／（损失）——净额"项下。减值损失在综合损益表中单独列示。

•

以公允价值计量且其变动计入其他综合收益（FVOCI）：持有以收取合同现金流量及出售金融资产为目的、且资产现金流量仅为本金和利息偿付的金融资产，按FVOCI计量。账面价值的变动计入其他综合收益，但减值利得或损失的确认、利息收入以及外汇利得和损失除外，上述项目计入损益。当金融资产被终止确认时，此前已确认于其他综合收益中的累计利得或损失从权益重分类至损益，并确认于"其他利得／（损失）——净额"项下。此类金融资产的利息收入采用实际利率法计入财务收益。外汇利得和损失列示于"其他利得／（损失）——净额"，减值费用在综合损益表中单独列示。

•

以公允价值计量且其变动计入当期损益（FVPL）：不符合摊余成本或FVOCI条件的金融资产按FVPL计量。对于后续以公允价值计量且其变动计入损益、且不属于套期关系的债务投资，其产生的利得或损失计入损益，并在发生当期以净额列示于"其他利得／（损失）——净额"项下。

权益工具

我们对所有权益投资后续均以公允价值计量。若管理层选择将权益投资的公允价值利得和损失列示于其他综合收益，则在终止确认该投资后，不再将公允价值利得和损失重分类至损益。来自上述投资的股息，在我们确立收款权利时，仍继续作为其他收入确认于损益中。

以FVPL计量的金融资产公允价值变动，在适用情况下，确认于综合损益表的"其他利得／（损失）——净额"项下。以FVOCI计量的权益投资的减值损失（及减值损失的转回）不与公允价值其他变动分开单独披露。

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财务信息

减值

尽管现金及现金等价物同样受IFRS 9减值要求的约束，但已识别的减值损失金额不重大。

我们对按摊余成本列示的债务工具所关联的预期信用损失进行前瞻性评估。所采用的减值方法取决于信用风险是否已发生重大增加。

对于贸易应收款项及应收票据，我们采用IFRS 9允许的简化方法，该方法要求自应收款项初始确认起即确认预期存续期信用损失，详见本招股说明书附录一会计师报告附注3.1。

其他应收款项的减值按12个月预期信用损失或存续期预期信用损失计量，具体取决于自初始确认以来信用风险是否已发生重大增加。若某项应收款项自初始确认以来信用风险已发生重大增加，则减值按存续期预期信用损失计量。

关键估计与判断

向投资者发行金融工具的公允价值估计

向投资者发行的金融工具未在活跃市场中交易，其各自公允价值采用估值技术确定。我们采用现金流量折现法确定总权益价值，并采用期权定价法、权益分配模型及远期定价模型确定金融工具的公允价值。

股份支付费用的确认

我们向员工授予了股票期权。所授予期权的公允价值在授予日采用二叉树期权定价模型确定，并预计在各自归属期内予以费用化。确定所授予股票期权公允价值时，关键估计假设包括无风险利率、预期波动率及股息率。

所得税及递延所得税

在日常经营过程中，存在若干交易和计算的最终税务处理结果具有不确定性。若上述事项的最终税务结果与初始记录金额不同，该差异将影响相关确定作出当期的当期及递延所得税资产和负债。

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FINANCIAL INFORMATION

Non-IFRS Measure

We define adjusted net loss (non-IFRS measure) as net loss for the year/period adjusted by adding back fair value change in financial instruments issued to investors and share-based payment expenses.

To supplement our consolidated financial statements, we also use adjusted net loss (non-IFRS measure) as additional financial measure, which is not required by, or presented in accordance with IFRS. We believe this non-IFRS measure facilitates comparisons of operating performance from period to period and company to company by eliminating potential impacts of certain items. We believe this measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, our presentation of adjusted net loss (non-IFRS measure) may not be comparable to similarly titled measures presented by other companies. The use of this non-IFRS measure as an analytical tool has limitations, and you should not consider it in isolation from, or as a substitute for an analysis of, our results of operations or financial condition as reported under IFRS.

财务信息

我们根据估计确认递延税资产，该估计认为在可预见的未来很可能产生足够的应税利润，以供可抵扣亏损加以利用。递延税资产的确认主要涉及管理层对存在税收亏损的公司未来应税利润的时间及金额所作出的判断和估计。在业绩记录期间，基于未来应税利润存在不确定性的事实，上述累计税收亏损及其他可抵扣暂时性差异未被确认为递延税资产。

我们经营业绩主要组成部分的说明

下表列示了所示期间我们的综合全面（亏损）／收益表摘要：

截至12月31日止年度 | 截至3月31日止三个月 2021 | 2022 | 2023 | 2023 | 2024 金额 | 占收入百分比 | 金额 | 占收入百分比 | 金额 | 占收入百分比 | 金额 | 占收入百分比 | 金额 | 占收入百分比 （未经审计） （人民币千元，百分比除外）

| 收入 | 60,504 | 100.0 | 165,442 | 100.0 | 312,391 | 100.0 | 29,256 | 100.0 | 27,473 | 100.0 | | 销售成本 | (38,632) | (63.9) | (116,811) | (70.6) | (235,248) | (75.3) | (23,793) | (81.3) | (10,737) | (39.1) | | 毛利 | 21,872 | 36.1 | 48,631 | 29.4 | 77,143 | 24.7 | 5,463 | 18.7 | 16,736 | 60.9 | | 研究及开发费用 | (595,380) | (984.0) | (764,075) | (461.8) | (1,362,531) | (436.2) | (266,483) | (910.9) | (339,379) | (1,235.3) | | 销售费用 | (50,842) | (84.0) | (119,732) | (72.4) | (101,842) | (32.6) | (24,014) | (82.1) | (24,644) | (89.7) | | 一般及行政费用 | (111,703) | (184.6) | (215,239) | (130.1) | (318,975) | (102.1) | (61,084) | (208.8) | (90,299) | (328.7) | | 金融资产净减值亏损 | (1,844) | (3.0) | (8,484) | (5.1) | (9,412) | (3.0) | (1,882) | (6.4) | (5,547) | (20.2) | | 其他收入 | 18,113 | 29.9 | 15,361 | 9.3 | 22,531 | 7.2 | 12,770 | 43.6 | 5,937 | 21.6 | | 其他（亏损）／收益－净额 | (2,876) | (4.8) | (9,283) | (5.7) | (3,811) | (1.2) | 4,521 | 15.5 | (2,103) | (7.6) | | 经营亏损 | (722,660) | (1,194.4) | (1,052,821) | (636.4) | (1,696,897) | (543.2) | (330,709) | (1,130.4) | (439,299) | (1,599.0) | | 财务（成本）／收入－净额 | (1,945) | (3.2) | 13,934 | 8.5 | 23,039 | 7.4 | 4,592 | 15.6 | 8,474 | 30.7 | | 按权益法入账的联营公司应占净亏损 | (722) | (1.2) | (987) | (0.6) | (1,441) | (0.5) | (248) | (0.8) | (1,961) | (7.1) | | 发行予投资者的金融工具公允价值变动 | (1,631,175) | (2,696.0) | (1,714,062) | (1,036.1) | (3,179,819) | (1,017.9) | (780,298) | (2,667.1) | 1,636,088 | 5,955.3 | | 除所得税前（亏损）／利润 | (2,356,502) | (3,894.8) | (2,753,936) | (1,664.6) | (4,855,118) | (1,554.2) | (1,106,663) | (3,782.7) | 1,203,302 | 4,379.9 | | 所得税费用 | – | – | – | – | – | – | – | – | – | – | | 本公司权益持有人应占年度／期间（亏损）／利润 | (2,356,502) | (3,894.8) | (2,753,936) | (1,664.6) | (4,855,118) | (1,554.2) | (1,106,663) | (3,782.7) | 1,203,302 | 4,379.9 |

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财务信息

非国际财务报告准则计量

我们将经调整净亏损（非国际财务报告准则计量）定义为年度／期间净亏损，加回发行予投资者的金融工具公允价值变动及股份支付费用后的金额。

为补充我们的综合财务报表，我们亦使用经调整净亏损（非国际财务报告准则计量）作为额外财务计量指标，该指标并非国际财务报告准则的规定，亦非按照国际财务报告准则列示。我们认为，此非国际财务报告准则计量有助于通过消除某些项目的潜在影响，对各期间及各公司之间的经营业绩进行比较。我们认为，此计量指标能以与协助管理层相同的方式，向投资者及其他人士提供有关我们综合经营业绩的有用信息，以供其理解及评估。然而，我们对经调整净亏损（非国际财务报告准则计量）的列示方式可能与其他公司就类似名称计量指标的列示方式不可比较。将此非国际财务报告准则计量用作分析工具存在局限性，阁下不应将其与按国际财务报告准则报告的经营业绩或财务状况分析相孤立或以其作为替代。

下表按照国际财务报告准则，将所列示年度或期间的经调整净亏损（非国际财务报告准则计量）与年度或期间净亏损作出对账：

截至12月31日止年度 | 截至3月31日止三个月 2021 | 2022 | 2023 | 2023 | 2024 金额 | 占收入百分比 | 金额 | 占收入百分比 | 金额 | 占收入百分比 | 金额 | 占收入百分比 | 金额 | 占收入百分比 （人民币千元，百分比除外） （未经审计）

净（亏损）／利润与经调整净亏损（非国际财务报告准则计量）的对账

年度／期间（亏损）／利润 加： 发行予投资者的金融工具公允价值变动（1） 股份支付费用（2） 经调整净亏损（非国际财务报告准则计量）

| | (2,356,502) | (3,894.8) | (2,753,936) | (1,664.6) | (4,855,118) | (1,554.2) | (1,106,663) | (3,782.7) | 1,203,302 | 4,379.9 | | | 1,631,175 | 2,696.0 | 1,714,062 | 1,036.1 | 3,179,819 | 1,017.9 | 780,298 | 2,667.1 | (1,636,088) | (5,955.3) | | | 111,744 | 184.7 | 339,544 | 205.2 | 421,052 | 134.8 | 80,722 | 276.0 | 113,135 | 411.9 | | | (613,583) | (1,014.1) | (700,330) | (423.3) | (1,254,247) | (401.5) | (245,643) | (839.6) | (319,651) | (1,163.5) |

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财务信息

注：

(1) 发行予投资者的金融工具公允价值变动包括：(i) 可赎回可转换优先股；(ii) 购买普通股的认股权证；(iii) 可转换票据；及 (iv) 承诺衍生工具。由于(i) 优先股负债将因上市时自动转换为普通股而由负债重新划分为权益；(ii) 可转换票据已于2024年3月31日转换为优先股负债；(iii) 认股权证负债已于2024年3月31日结算；及 (iv) 承诺衍生工具已于2024年3月31日转换为优先股负债，我们预计将不再录得任何发行予投资者的金融工具公允价值变动。

(2)

Year ended December 31, Three months ended March 31, 2022 2023 2023 2024 % Amount % Amount % Amount % Amount (RMB in thousands, except for percentages) (Unaudited)

%

基于股份的支付费用主要代表与向管理层及核心员工授予奖励相关的非现金员工福利费用。任何特定期间内的此类费用预计不会导致未来的现金支出。

收入 于业绩记录期间，我们主要从销售自动驾驶产品和解决方案中获取收入。我们的自动驾驶产品和解决方案主要包括软硬件一体化解决方案，以及在较小程度上的纯软件解决方案。于业绩记录期间，我们绝大部分收入来自中国境内。

下表列示了我们按产品和解决方案划分的收入明细，包括绝对金额及其占所示期间总收入的百分比：

| | 2021 | | 截至12月31日止年度 2022 | | 2023 | | 截至3月31日止三个月 2023 | | 2024 | | |---|---|---|---|---|---|---|---|---|---|---| | | 金额 | % | 金额 | % | 金额 | % | 金额 | % | 金额 | % | | （人民币千元，百分比除外） | | | | | （未经审计） | | | | | | | 自动驾驶产品和解决方案 | | | | | | | | | | | | – 基于SoC的解决方案 | 34,261 | 56.6 | 142,282 | 86.0 | 276,318 | 88.5 | 22,666 | 77.5 | 23,581 | 85.8 | | – 基于算法的解决方案 | 1,615 | 2.6 | 85,377 | 51.6 | 193,613 | 62.0 | 10,553 | 36.1 | 16,235 | 59.1 | | 智能影像解决方案 | 32,646 | 54.0 | 56,905 | 34.4 | 82,705 | 26.5 | 12,113 | 41.4 | 7,346 | 26.7 | | | 26,243 | 43.4 | 23,160 | 14.0 | 36,073 | 11.5 | 6,590 | 22.5 | 3,892 | 14.2 | | 合计 | 60,504 | 100.0 | 165,442 | 100.0 | 312,391 | 100.0 | 29,256 | 100.0 | 27,473 | 100.0 |

自动驾驶产品和解决方案 我们从事自动驾驶产品和解决方案的提供，包括独立式及集成式自动驾驶SoC，以及支持L2至L3级别汽车自动化的自动驾驶软件和/或硬件。我们的自动驾驶产品和解决方案产生的收入在总收入中占据重要比例，分别占2021年、2022年、2023年及截至2023年3月31日和2024年3月31日止三个月总收入的56.6%、86.0%、88.5%、77.5%和85.8%。2022年的显著增长主要归因于我们产品和解决方案销量的增加，以及2022年下半年自研SoC的量产。

– 357 –

财务信息 我们主要从向乘用车和商用车整车企业（OEM）及一级供应商（Tier 1）销售产品中获取收入，这些客户将我们的产品集成至车辆中。我们倾向于与整车企业及一级供应商建立紧密合作关系，原因在于我们的产品具有复杂性和定制化的特点，需要经过严格的产品验证方可集成至车辆中。此外，我们向特定先进驾驶辅助系统（ADAS）一级供应商交付我们自主研发的附加自适应安全系统，该系统可安装于大多数车辆。我们还提供符合客户产品框架和技术解决方案需求的自动驾驶平台研发服务。

于业绩记录期间，我们提供两类自动驾驶产品和解决方案：（i）基于SoC的自动驾驶解决方案，集成我们的SoC并包含软件及第三方MCU；（ii）基于算法的自动驾驶解决方案，主要采用嵌入我们算法的第三方MCU构建。随着我们持续推进基于SoC的产品和解决方案的商业化及扩张，并于2022年开始华山A1000系列的量产，基于SoC的自动驾驶解决方案对收入的贡献整体呈上升趋势。

我们主要根据SoC所支持的最大传感器数量及所提供算法的复杂程度等因素对基于SoC的解决方案进行定价，从而对不同客户形成差异化定价。此外，我们根据采购金额采用阶梯式定价，综合考虑成本、主要竞争对手定价及与特定客户的长期业务关系等因素。因此，我们基于SoC的解决方案的平均销售价格在业绩记录期间有所波动。2021年、2022年、2023年及截至2024年3月31日止三个月，我们基于SoC解决方案的价格范围分别为人民币20,000元以下至人民币100,000元以上、人民币2,000元以下至人民币100,000元以上、人民币1,000元以下至人民币10,000元以上，以及人民币1,000元以下至人民币10,000元以上。价格波动主要源于我们的销售逐步从面向早期客户的原型产品过渡至面向大规模客户群的量产解决方案。

智能影像解决方案 我们提供智能影像解决方案，通过算法赋能各类设备，实现智能感知和内容增强。我们主要通过向企业客户授权我们的专有IP算法收取费用。我们的智能影像解决方案业务收入分别为2021年人民币2,620万元、2022年人民币2,320万元、2023年人民币3,610万元、截至2023年3月31日止三个月人民币660万元及截至2024年3月31日止三个月人民币390万元。详情请参阅"– 各期业绩比较"。

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财务信息 销售成本 我们的销售成本主要包括：（i）材料及加工成本，主要代表材料和耗材的成本，主要包括传感器、电子元件、印刷电路板及半导体，以及在较小程度上的包装和测试服务费用；（ii）员工薪酬费用，主要代表从事软件调试、算法开发及现场技术服务人员的薪资及福利；（iii）存货拨备。在自动驾驶产品和解决方案及智能影像解决方案业务软件开发的早期阶段，我们通常需要投入更多人力进行调试和测试工作。

下表列示了我们按性质划分的销售成本明细，包括绝对金额及其占所示期间总销售成本的百分比：

| | 2021 | | 截至12月31日止年度 2022 | | 2023 | | 截至3月31日止三个月 2023 | | 2024 | | |---|---|---|---|---|---|---|---|---|---|---| | | 金额 | % | 金额 | % | 金额 | % | 金额 | % | 金额 | % | | （人民币千元，百分比除外） | | | | | （未经审计） | | | | | |

Year ended December 31, Three months ended March 31, 2022 2023 2023 2024 % Amount % Amount % Amount % Amount (RMB in thousands, except for percentages) (Unaudited)

%

Material and processing costs Employee compensation expenses Inventory provision

35,710 2,922 –

92.4 7.6 –

109,765 7,046 –

94.0 6.0 –

197,585 19,427 18,236

83.9 8.3 7.8

23,701 92 –

99.6 0.4 –

9,313 148 1,276

86.7 1.4 11.9

Total

38,632

100.0

116,811

100.0

235,248

100.0

23,793

100.0

10,737

100.0

Our material and processing costs significantly increased from RMB35.7 million in 2021 to RMB109.8 million in 2022, and further to RMB197.6 million in 2023. The overall increase was primarily due to the increasing purchase of materials as a result of our growing sales of autonomous driving products and solutions. Our material and processing costs decreased from RMB23.7 million in the three months ended March 31, 2023 to RMB9.3 million in the three months ended March 31, 2024, primarily due to a decrease in procurement of hardware components. Our employee compensation expenses increased from RMB2.9 million in 2021 to RMB7.0 million in 2022 and to RMB19.4 million in 2023; our employee compensation expenses increased from RMB92 thousand in the three months ended March 31, 2023 to RMB148 thousand in the three months ended March 31, 2024.

We recorded inventory provision in 2023 and the three months ended March 31, 2024 primarily because we incurred relatively higher costs for semiconductor packaging and testing services at the ramp-up stage of our business. We subsequently offered the SoCs for Geely's vehicle models at favorable prices, as we have been collaborating with Geely since the early stage of our commercialization, in expectation of long-term collaboration. As a result, certain orders of the SoC-based solutions were priced below the cost in expectation of broader commercial opportunities of our SoC-based solutions on more vehicle models in the future, and we made inventory provision in line with the decreased net realizable value. See "– Discussion of Key Items of Consolidated Statements of Financial Position – Inventories."

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FINANCIAL INFORMATION

The following table sets forth a breakdown of our cost of sales by products and solutions in absolute amounts and as a percentage of our total cost of sales for the periods indicated:

| | 2021 | | Year ended December 31, 2022 | | Year ended December 31, 2023 | | Three months ended March 31, 2023 | | Three months ended March 31, 2024 | | |---|---|---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | | (RMB in thousands, except for percentages) | | | | | | | (Unaudited) | | | | | Autonomous driving products and solutions | | | | | | | | | | | | – SoC-based solutions | 27,882 | 72.2 | 107,898 | 92.4 | 217,264 | 92.4 | 19,753 | 83.0 | 10,602 | 98.7 | | – Algorithm-based solutions | 273 | 0.7 | 57,423 | 49.2 | 147,646 | 62.8 | 9,220 | 38.8 | 4,172 | 38.9 | | | 27,609 | 71.5 | 50,475 | 43.2 | 69,618 | 29.6 | 10,533 | 44.2 | 6,430 | 59.8 | | Intelligent imaging solutions | 10,750 | 27.8 | 8,913 | 7.6 | 17,984 | 7.6 | 4,040 | 17.0 | 135 | 1.3 | | Total | 38,632 | 100.0 | 116,811 | 100.0 | 235,248 | 100.0 | 23,793 | 100.0 | 10,737 | 100.0 |

Our cost of sales for autonomous driving products and solutions amounted to RMB27.9 million, RMB107.9 million, RMB217.3 million, RMB19.8 million and RMB10.6 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. This was generally in line with our revenue from autonomous driving products and solutions during the Track Record Period. Meanwhile, our cost of sales for intelligent imaging solutions amounted to RMB10.8 million, RMB8.9 million and RMB18.0 million in 2021, 2022 and 2023, respectively, corresponding to the revenue. Our cost of sales for intelligent imaging solutions decreased from RMB4.0 million in the three months ended March 31, 2023 to RMB0.1 million in the three months ended March 31, 2024, primarily because we generated an increased percentage of revenue from the licensing of self-developed software and algorithms, which do not require hardware components.

Gross Profit and Gross Profit Margin

The following table sets forth our gross profit both in absolute amounts and as percentages of revenue, or gross profit margin, by products and solutions for the periods indicated:

| | 2021 | | Year ended December 31, 2022 | | Year ended December 31, 2023 | | Three months ended March 31, 2023 | | Three months ended March 31, 2024 | | |---|---|---|---|---|---|---|---|---|---|---| | | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | Amount | Gross profit margin (%) | | (RMB in thousands, except for percentages) | | | | | | | (Unaudited) | | | | | Autonomous driving products and solutions | | | | | | | | | | | | – SoC-based solutions | 6,379 | 18.6 | 34,384 | 24.2 | 59,054 | 21.4 | 2,913 | 12.9 | 12,979 | 55.0 | | – Algorithm-based solutions | 1,342 | 83.1 | 27,954 | 32.7 | 45,967 | 23.7 | 1,333 | 12.6 | 12,063 | 74.3 | | | 5,037 | 15.4 | 6,430 | 11.3 | 13,087 | 15.8 | 1,580 | 13.0 | 916 | 12.5 | | Intelligent imaging solutions | 15,493 | 59.0 | 14,247 | 61.5 | 18,089 | 50.1 | 2,550 | 38.7 | 3,757 | 96.5 | | Total | 21,872 | 36.1 | 48,631 | 29.4 | 77,143 | 24.7 | 5,463 | 18.7 | 16,736 | 60.9 |

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FINANCIAL INFORMATION

Our gross profit increased from RMB21.9 million in 2021 to RMB48.6 million in 2022, and further to RMB77.1 million in 2023; our gross profit increased from RMB5.5 million in the three months ended March 31, 2023 to RMB16.7 million in the three months ended March 31, 2024. Our gross profit margin decreased from 36.1% in 2021 to 29.4% in 2022 and further to 24.7% in 2023, primarily attributable to the growing revenue contribution from autonomous driving products and solutions, which involve more hardware components and generally entail comparatively lower gross profit margin. Our gross profit margin increased from 18.7% in the three months ended March 31, 2023 to 60.9% in the three months ended March 31, 2024, primarily attributable to (i) an increase in gross profit margin for autonomous driving products and solutions due to the significant increase in gross profit margin for SoC-based solutions, as our autonomous driving algorithms integrated in SoC-based solutions, having been refined and verified for mass production during the commercialization process, enabled our customers to choose solutions with fewer hardware components based on their needs; and (ii) an increase in gross profit margin for intelligent imaging solutions business due to an increased percentage of revenue from the licensing of self-developed software and algorithms, which do not require investment in hardware components and entail higher gross profit margin.

During the Track Record Period, we strategically upgraded our solutions and had a growing portion of revenue contribution from SoC-based solutions, which incorporate our SoCs with software and hardware components, bringing higher value to customers and generating a higher gross profit margin than original algorithm-based solutions. Our gross profit margin for autonomous driving products and solutions increased from 18.6% in 2021 to 24.2% in 2022, mainly attributable to our pricing for solutions in light of customers' more sophisticated demands, adjustment of solution portfolio, and mass production and delivery of our proprietary SoCs. Meanwhile, we had a decrease trend in the gross profit margin of SoC-based solutions, which decreased from 83.1% in 2021 to 32.7% in 2022, primarily due to the change in price range of SoC-based solutions as our sales gradually transitioned from prototypes for early customers to mass produced solutions for a large customer base. See "– Revenue." Our gross profit margin for autonomous driving products and solutions decreased from 24.2% in 2022 to 21.4% in 2023, of which the gross profit margin of SoC-based solutions decreased from 32.7% in 2022 to 23.7% in 2023, primarily due to the inventory provision in relation to SoC-based solutions in line with the decreased net realizable value. See "– Cost of Sales." Our gross profit margin for autonomous driving products and solutions increased from 12.9% in the three months ended March 31, 2023 to 55.0% in the three months ended March 31, 2024, of which the gross profit margin of SoC-based solutions increased from 12.6% in the three months ended March 31, 2023 to 74.3% in the three months ended March 31, 2024.

Our gross profit margin for intelligent imaging solutions remained stable in 2021 and 2022, being 59.0% and 61.5%, respectively, and then decreased to 50.1% in 2023, primarily due to the increased revenue contribution of hardware products with our proprietary algorithms embedded, which involves more hardware components and generally resulting in lower gross profit margin. Our gross profit margin for intelligent imaging solutions business increased from 38.7% in the three months ended March 31, 2023 to 96.5% in the three months ended March 31, 2024.

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FINANCIAL INFORMATION

Research and Development Expenses

Our research and development expenses primarily comprise (i) employee compensation expenses for our research and development personnel (including share-based payment expenses), (ii) IP licensing fees, representing the procurement of IP cores for certain support modules in the SoCs to facilitate an efficient chip design process, (iii) product design and development expenses, (iv) outsourced R&D expenses, (v) depreciation and amortization, and others. Historically, we have made significant investments in our research and development activities as we continued to develop autonomous driving products and solutions, expanded our research and development team and procured relevant intellectual property rights. During the Track Record Period, substantially all of our research and development expenses were incurred for both autonomous driving products and solutions and intelligent imaging solutions. We do not capitalize R&D expenses nor allocate them by products.

The table below sets forth a breakdown of our research and development expenses for the periods indicated:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | | | (RMB in thousands, except for percentages) | | | | | | (Unaudited) | | | | | Employee compensation expenses | 309,714 | 52.0 | 621,130 | 81.3 | 933,942 | 68.5 | 200,403 | 75.2 | 240,977 | 71.0 | | Product design and development expenses | 45,540 | 7.7 | 56,702 | 7.4 | 245,526 | 18.0 | 24,296 | 9.1 | 53,935 | 15.9 | | Outsourced R&D expenses | 14,525 | 2.4 | 17,021 | 2.2 | 36,552 | 2.7 | 12,271 | 4.6 | 12,260 | 3.6 | | IP licensing fees | 210,061 | 35.3 | 33,792 | 4.4 | 69,663 | 5.1 | 16,728 | 6.3 | 8,420 | 2.5 | | Depreciation and amortization | 14,430 | 2.4 | 30,230 | 4.0 | 62,237 | 4.6 | 10,183 | 3.8 | 20,717 | 6.1 | | Other expenses | 1,110 | 0.2 | 5,200 | 0.7 | 14,611 | 1.1 | 2,602 | 1.0 | 3,070 | 0.9 | | Total | 595,380 | 100.0 | 764,075 | 100.0 | 1,362,531 | 100.0 | 266,483 | 100.0 | 339,379 | 100.0 |

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FINANCIAL INFORMATION

We have categorized our R&D expenses into autonomous driving related, intelligent imaging related and fundamental AI technologies. Fundamental AI technologies are basic research and results contributing to the R&D of autonomous driving and intelligent imaging. R&D of autonomous driving and intelligent imaging related technologies also help advance the development of each other. For example, the development of image processing in autonomous driving and intelligent imaging is different. If there is breakthrough in one field, R&D team in the other will continue building on the breakthrough to upgrade technologies. Therefore, we match the R&D departments to the most relevant R&D categories, and expenses of the departments are summed up and attributed to the corresponding categories. However, since the functions of the departments are intersected and the R&D results and experiences are also shared with each other, the categorization of R&D expenses is for reference only. Autonomous driving related expenses mainly include expenses incurred for SoC design and autonomous driving related algorithms. Intelligent imaging related expenses mainly include expenses incurred for development of AI-empowered image enhancement technologies. Fundamental AI technology expenses mainly include expenses incurred for AI technologies shared by both business lines such as neural network, computer vision and IP core research.

| | Years ended December 31, | | | Three months ended March 31, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | (RMB in millions) | | | (Unaudited) | | | Autonomous Driving | 302.5 | 396.9 | 893.6 | 149.1 | 215.1 | | Intelligent Imaging | 36.3 | 47.8 | 51.4 | 12.1 | 12.1 | | Fundamental AI Technologies | 256.6 | 319.4 | 417.5 | 105.3 | 112.2 | | Total | 595.4 | 764.1 | 1,362.5 | 266.5 | 339.4 |

Selling Expenses

Our selling expenses primarily comprise (i) employee compensation expenses, which represent wages and benefits for our sales personnel (including share-based payment expenses), and (ii) marketing expenses. Our selling expenses amounted to RMB50.8 million, RMB119.7 million, RMB101.8 million, RMB24.0 million and RMB24.6 million, accounting for 84.0%, 72.4%, 32.6%, 82.1% and 89.7% of our revenue in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. The fluctuations in our selling expenses were mostly attributable to the share-based payment to our sales staff of RMB13.8 million, RMB78.4 million, RMB47.8 million, RMB10.4 million and RMB12.8 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. In addition, we had an increase in marketing expenses in 2023 primarily due to our increased offline sales and marketing activities. We expect the absolute amounts of our selling expenses (excluding share-based compensation) will increase along our business growth in the future. However, as we expand the scale and scope of our business and autonomous driving products and solutions, we expect to make continuous improvement to our selling efficiency.

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FINANCIAL INFORMATION

The table below sets forth a breakdown of the components of our selling expenses for the periods indicated:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | | | (RMB in thousands, except for percentages) | | | | | | (Unaudited) | | | | | Employee compensation expenses | 36,457 | 71.7 | 106,966 | 89.3 | 77,860 | 76.5 | 19,433 | 80.9 | 18,856 | 76.5 | | Marketing expenses | 9,393 | 18.5 | 6,211 | 5.2 | 16,004 | 15.7 | 2,662 | 11.1 | 3,951 | 16.0 | | Depreciation and amortization | 171 | 0.3 | 96 | 0.1 | 278 | 0.3 | 34 | 0.1 | 29 | 0.1 | | Traveling | 1,963 | 3.9 | 2,083 | 1.7 | 2,967 | 2.9 | 527 | 2.2 | 877 | 3.6 | | Other expenses(1) | 2,858 | 5.6 | 4,376 | 3.7 | 4,733 | 4.6 | 1,358 | 5.7 | 931 | 3.8 | | Total | 50,842 | 100.0 | 119,732 | 100.0 | 101,842 | 100.0 | 24,014 | 100.0 | 24,644 | 100.0 |

Note: (1) Other expenses mainly include business entertainment expenses.

General and Administrative Expenses

Our general and administrative expenses primarily comprise (i) employee compensation expenses, which mainly represent wages and benefits for our administrative personnel (including share-based payment expenses), (ii) depreciation and amortization, (iii) office and traveling expenses, (iv) short-term lease expenses, and (v) consultation expenses primarily for external professional services, including financial advisory and patent registration, among others. Our general and administrative expenses amounted to RMB111.7 million, RMB215.2 million, RMB319.0 million, RMB61.1 million and RMB90.3 million, accounting for 184.6%, 130.1%, 102.1%, 208.8% and 328.7% of our revenue in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively. The increase in our general and administrative expenses during the Track Record Period was primarily attributable to our growing employee compensation expenses, as well as depreciation and amortization, resulting from an increase in the number of administrative staff and leased offices to support our business growth. The increase in our general and administrative expenses in 2023 was also attributable to the significant increase in our listing expenses.

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FINANCIAL INFORMATION

The table below sets forth a breakdown of the components of our general and administrative expenses for the periods indicated:

| | Year ended December 31, | | | | | | Three months ended March 31, | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | | | (RMB in thousands, except for percentages) | | | | | | (Unaudited) | | | | | Employee compensation expenses | 75,504 | 67.6 | 155,975 | 72.5 | 221,947 | 69.6 | 39,101 | 64.0 | 66,009 | 73.1 | | Depreciation and amortization | 6,146 | 5.5 | 19,388 | 9.0 | 24,027 | 7.5 | 6,021 | 9.9 | 7,192 | 8.0 | | Office and traveling expenses | 8,967 | 8.0 | 11,185 | 5.2 | 22,321 | 7.0 | 4,528 | 7.4 | 5,534 | 6.1 | | Short-term lease expenses | 1,659 | 1.5 | 6,908 | 3.2 | 6,140 | 1.9 | 1,337 | 2.2 | 1,554 | 1.7 | | Consultation expenses | 10,261 | 9.2 | 6,730 | 3.1 | 9,467 | 3.0 | 1,174 | 1.9 | 2,884 | 3.2 | | Other expenses | 9,166 | 8.2 | 15,053 | 7.0 | 35,073 | 11.0 | 8,923 | 14.6 | 7,126 | 7.9 | | Total | 111,703 | 100.0 | 215,239 | 100.0 | 318,975 | 100.0 | 61,084 | 100.0 | | |

FINANCIAL INFORMATION

Other Income

Our other income, mainly representing government grants for our business operation and borrowings and interests forgiven by the U.S. government, amounted to RMB18.1 million, RMB15.4 million, RMB22.5 million, RMB12.8 million and RMB5.9 million in 2021, 2022, 2023 and the three months ended March 31, 2023 and 2024, respectively.

Government grants mainly consist of non-recurring financial assistance from government authorities, include (i) grants to encourage development of autonomous driving technology, (ii) compensation for R&D expenditure, and (iii) subsidies for our business operation. We recognize certain financial assistance as government grants in other income only when we satisfy the applicable contractual obligations or conditions, such as compliance with financial incentive agreements or relevant government policies. There are no unfulfilled conditions or contractual obligations relating to our recognized government grants during the Track Record Period.

Other (Losses)/Gains – Net

Our net (losses)/gains primarily comprise (i) net fair value gains on financial assets at fair value through profit or loss, mainly representing our investment in Treasury bonds and money market funds, (ii) net foreign exchange (losses)/gains, and (iii) donations. The following table sets forth a breakdown of the components of our other net (losses)/gains for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | (RMB in thousands) | | | (Unaudited) | | | Gains on financial assets at FVPL | – | 9,659 | 12,129 | 6,391 | 105 | | Net foreign exchange (losses)/gains | (1,408) | (18,620) | (15,113) | (1,341) | (866) | | Donation | (814) | (639) | (510) | (10) | – | | Others | (654) | 317 | (317) | (519) | (1,342) | | Total | (2,876) | (9,283) | (3,811) | 4,521 | (2,103) |

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FINANCIAL INFORMATION

Finance (Costs)/Income – Net

Our finance income primarily consists of interest income on cash at bank. Our finance costs primarily consist of interest expenses on bank borrowings and on lease liabilities.

The table below sets forth a breakdown of our finance (costs)/income for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | (RMB in thousands) | | | (Unaudited) | | | **Finance income:** | | | | | | | Interest income on cash at bank | 375 | 16,141 | 25,902 | 5,221 | 9,509 | | Others | 66 | 461 | 514 | 126 | 133 | | | 441 | 16,602 | 26,416 | 5,347 | 9,642 | | **Finance costs:** | | | | | | | Interest expenses on bank borrowings | (1,871) | (1,189) | (311) | (177) | (66) | | Interest expenses on lease liabilities | (515) | (1,479) | (1,817) | (469) | (713) | | Others (1) | – | – | (1,249) | (109) | (389) | | | (2,386) | (2,668) | (3,377) | (755) | (1,168) | | **Finance (costs)/income – net** | (1,945) | 13,934 | 23,039 | 4,592 | 8,474 |

Note: (1) Other finance costs mainly represent the interest expenses relating to long-term payables.

Fair value change in financial instruments issued to investors

We had fair value losses in financial instruments issued to investors of RMB1,631.2 million and RMB1,714.1 million in 2021 and 2022, respectively, primarily representing changes in fair value of (i) preferred shares, resulting from the increase in fair value of the equity interests with preferred rights held by our investors, (ii) warrant liabilities, (iii) convertible notes and (iv) commitment derivatives. We had fair value losses in financial instruments issued to investors of RMB3,179.8 million and RMB780.3 million in 2023 and the three months ended March 31, 2023, primarily representing changes in fair value of preferred shares, resulting from the increase in fair value of the equity interests with preferred rights held by our investors. We had fair value gains in financial instruments issued to investors of RMB1,636.1 million in the three months ended March 31, 2024, primarily representing changes in fair value of preferred shares.

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FINANCIAL INFORMATION

PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS

Three Months Ended March 31, 2024 Compared with Three Months Ended March 31, 2023

Revenue

Our total revenue decreased by 6.1% from RMB29.3 million in the three months ended March 31, 2023 to RMB27.5 million in the three months ended March 31, 2024, primarily attributable to the decrease in revenue from intelligent imaging solutions.

Autonomous Driving Products and Solutions

Our revenue from autonomous driving products and solutions increased from RMB22.7 million in the three months ended March 31, 2023 to RMB23.6 million in the three months ended March 31, 2024. This was primarily due to the increase in revenue from SoC-based solutions attributable to our increased sales to existing customers as we continuously improved our autonomous driving solutions, which was partially offset by a decrease in revenue from algorithm-based solutions attributable to the Chinese New Year holiday occurring later in 2024 compared to 2023, postponing procurement for certain customers.

Intelligent Imaging Solutions

Our revenue from intelligent imaging solutions decreased by 40.9% from RMB6.6 million in the three months ended March 31, 2023 to RMB3.9 million in the three months ended March 31, 2024. This was primarily due to changes in customer procurement scheduling resulting from delays in the projects of their downstream customers.

Cost of Sales

Our cost of sales decreased by 54.9% from RMB23.8 million in the three months ended March 31, 2023 to RMB10.7 million in the three months ended March 31, 2024, primarily representing the decrease in cost of sales for both autonomous driving products and solutions and intelligent imaging solutions.

Autonomous Driving Products and Solutions

The cost of sales for autonomous driving products and solutions decreased from RMB19.8 million in the three months ended March 31, 2023 to RMB10.6 million in the three months ended March 31, 2024, primarily attributable to a decrease in material and processing costs, as we delivered SoC-based solutions that incorporated software algorithms and relatively fewer hardware components.

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FINANCIAL INFORMATION

Intelligent Imaging Solutions

The cost of sales for intelligent imaging solutions decreased from RMB4.0 million in the three months ended March 31, 2023 to RMB0.1 million in the three months ended March 31, 2024, primarily because we generated an increased percentage of revenue from the licensing of self-developed software and algorithms, which do not require hardware components.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased by 206.4% from RMB5.5 million in the three months ended March 31, 2023 to RMB16.7 million in the three months ended March 31, 2024. Our gross profit margin for autonomous driving products and solutions increased from 12.9% in the three months ended March 31, 2023 to 55.0% in the three months ended March 31, 2024, primarily attributable to the significant increase in gross profit margin for SoC-based solutions, as our autonomous driving algorithms integrated in SoC-based solutions, having been refined and verified for mass production during the commercialization process, enabled our customers to choose solutions with fewer hardware components based on their needs. Our gross profit margin for intelligent imaging solutions business increased from 38.7% in the three months ended March 31, 2023 to 96.5% in the three months ended March 31, 2024, primarily due to an increased percentage of revenue from the licensing of self-developed software and algorithms, which do not require hardware components and entail higher gross profit margin. As a result of the foregoing, our overall gross profit margin increased from 18.7% in the three months ended March 31, 2023 to 60.9% in the three months ended March 31, 2024.

Research and Development Expenses

Our R&D expenses increased by 27.4% from RMB266.5 million in the three months ended March 31, 2023 to RMB339.4 million in the three months ended March 31, 2024, primarily due to an increase in (i) employee compensation expenses as we expanded our R&D team and incurred share-based payment expenses; (ii) product design and development expenses as we procured certain non-core and less sophisticated algorithms from third parties to enrich our solutions and improve R&D efficiency; and (iii) depreciation and amortization, resulting from an increase in our R&D equipment.

Selling Expenses

Our selling expenses remained relatively stable at RMB24.0 million and RMB24.6 million in the three months ended March 31, 2023 and 2024.

General and Administrative Expenses

Our general and administrative expenses increased by 47.8% from RMB61.1 million in the three months ended March 31, 2023 to RMB90.3 million in the three months ended March 31, 2024, primarily due to (i) an increase in the number of administrative staff and leased offices to support our business growth; and (ii) the share-based payment of RMB46.8 million.

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FINANCIAL INFORMATION

金融资产净减值损失

我们的金融资产净减值损失从2023年3月31日止三个月的190万元增加至2024年3月31日止三个月的550万元，主要由于贸易及应收票据的账龄普遍增加，导致相关拨备相应增加。

其他收入

我们的其他收入从2023年3月31日止三个月的1,280万元减少至2024年3月31日止三个月的590万元，主要与与研发活动相关的政府补助减少有关。

其他（亏损）/收益——净额

我们在2023年3月31日止三个月及2024年3月31日止三个月分别录得其他收益450万元及其他亏损210万元，主要由于2024年3月31日止三个月以公允价值计量且其变动计入损益的金融资产收益减少630万元。

融资收入——净额

我们的融资收入从2023年3月31日止三个月的460万元增加至2024年3月31日止三个月的850万元，主要由于银行存款利息收入增加。

向投资者发行金融工具的公允价值变动

我们在2023年3月31日止三个月录得向投资者发行金融工具的公允价值亏损78,030万元，在2024年3月31日止三个月录得公允价值收益163,610万元，主要由于投资者持有的附优先权益权的股权公允价值发生变动。

期间盈利/（亏损）

基于上述原因，我们在2024年3月31日止三个月录得盈利120,330万元，而2023年3月31日止三个月则录得亏损110,670万元。

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FINANCIAL INFORMATION

截至2023年12月31日止年度与截至2022年12月31日止年度的比较

收入

我们的总收入从2022年的16,540万元增加88.8%至2023年的31,240万元，主要归因于自动驾驶产品及解决方案收入的增加。

自动驾驶产品及解决方案

我们来自自动驾驶产品及解决方案的收入从2022年的14,230万元增加94.2%至2023年的27,630万元。这主要由于：（i）随着我们持续改进自动驾驶解决方案，向现有客户的销售增加；及（ii）随着我们拓展智能交通市场，基于算法的解决方案销售增加。我们在2023年交付超过127,000颗A1000系列SoC芯片。

智能影像解决方案

我们来自智能影像解决方案的收入从2022年的2,320万元增加55.8%至2023年的3,610万元，主要由于向特定优质客户的销售增加。

销售成本

我们的销售成本从2022年的11,680万元增加101.4%至2023年的23,520万元，主要反映自动驾驶产品及解决方案销售成本的增加以及与芯片相关的存货拨备。

自动驾驶产品及解决方案

自动驾驶产品及解决方案的销售成本从2022年的10,790万元增加至2023年的21,730万元，主要归因于SoC硬件采购费用的增加，以及现场技术服务与软件调试的雇员福利开支。

智能影像解决方案

智能影像解决方案的销售成本从2022年的890万元增加至2023年的1,800万元，反映硬件组件采购增加。

毛利及毛利率

基于上述原因，我们的毛利从2022年的4,860万元增加58.6%至2023年的7,710万元。自动驾驶产品及解决方案的毛利率从2022年的24.2%下降至2023年的21.4%，主要由于存货

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财务信息

与SoC净变现价值下降相一致，针对基于SoC的解决方案计提了存货拨备。请参阅"——我们经营业绩主要组成部分的描述——销售成本"。此外，我们于2023年末战略性地降低了某些基于SoC解决方案的销售价格，以扩大客户群，此举进一步影响了我们在交付相关订单时自动驾驶产品与解决方案的毛利率。我们智能影像解决方案业务的毛利率从2022年的61.5%下降至2023年的50.1%，主要原因是嵌入自研算法的硬件产品收入贡献增加，该类产品涉及更多硬件组件，通常导致毛利率较低。我们的整体毛利率从2022年的29.4%下降至2023年的24.7%，主要归因于存货拨备的影响。

研发费用

我们的研发费用从2022年的人民币7.641亿元增加78.3%至2023年的人民币13.625亿元，主要原因为：（i）随着研发团队的扩充及股份支付费用的产生，员工薪酬费用有所增加；（ii）产品设计与开发费用增加，代表2023年一次性购买流片服务所产生的支出。

销售费用

我们的销售费用从2022年的人民币1.197亿元减少14.9%至2023年的人民币1.018亿元，主要原因是向销售人员发放的股份支付减少。

一般及行政费用

我们的一般及行政费用从2022年的人民币2.152亿元增加48.2%至2023年的人民币3.190亿元，主要原因为：（i）为支持业务增长，行政人员数量及租赁办公室有所增加；（ii）上市费用增加；（iii）股份支付费用为人民币1.506亿元。

金融资产净减值损失

我们的金融资产净减值损失从2022年的人民币850万元增加至2023年的人民币940万元，主要原因是由于客户应收账款及应收票据余额增加，导致贸易及应收票据拨备相应增加。

其他收入

我们的其他收入从2022年的人民币1,540万元增加至2023年的人民币2,250万元，主要代表与我们业务运营及研发活动相关的政府补助。

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财务信息

其他亏损——净额

我们的其他亏损从2022年的人民币930万元减少至2023年的人民币380万元，主要原因是外汇净损失减少人民币350万元，以及2023年以公允价值计入损益的金融资产收益增加人民币250万元。

融资收入——净额

我们的融资收入从2022年的人民币1,390万元增加至2023年的人民币2,300万元，主要原因是银行存款利息收入增加。

发行给投资者的金融工具公允价值变动

我们录得发行给投资者的金融工具公允价值损失从2022年的人民币17.141亿元增加至2023年的人民币31.798亿元，主要原因是投资者持有的附优先权益股权公允价值上升。

年度亏损

基于上述原因，我们2023年的亏损为人民币48.551亿元，而2022年的亏损为人民币27.539亿元。

截至2022年12月31日止年度与截至2021年12月31日止年度的比较

收入

我们的总收入从2021年的人民币6,050万元增加173.4%至2022年的人民币1.654亿元，主要归因于自动驾驶产品与解决方案收入的增长。

自动驾驶产品与解决方案

我们来自自动驾驶产品与解决方案的收入从2021年的人民币3,430万元增加315.3%至2022年的人民币1.423亿元。这主要归因于：（i）随着我们持续改进自动驾驶解决方案，对现有客户的销售有所增加；（ii）客户群得到扩大，客户数量从截至2021年12月31日的21家增加至截至2022年12月31日的69家。此外，我们于2022年末开始量产自研A1000系列SoC，截至2022年12月31日已交付逾25,000颗。

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FINANCIAL INFORMATION

Intelligent Imaging Solutions

Our revenue from intelligent imaging solutions decreased by 11.5% from RMB26.2 million in 2021 to RMB23.2 million in 2022, as we review and adjust our solution portfolio and customer base from time to time. In 2022, we terminated relationship with certain intelligent imaging solutions customers related to whom the costs and profitability did not meet our expectation, and we allocated the resources to our core business of developing autonomous driving SoC-based products.

Cost of Sales

Our cost of sales increased by 202.4% from RMB38.6 million in 2021 to RMB116.8 million in 2022, primarily representing the increase of cost of sales in autonomous driving products and solutions.

Autonomous Driving Products and Solutions

The cost of sales for autonomous driving products and solutions increased from RMB27.9 million in 2021 to RMB107.9 million in 2022, primarily attributable to increases in material and processing cost and employee compensation expenses, both generally corresponding to our increased sales.

Intelligent Imaging Solutions

The cost of sales for intelligent imaging solutions decreased from RMB10.8 million in 2021 to RMB8.9 million in 2022, generally in line with the decrease in revenue.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased by 122.3% from RMB21.9 million in 2021 to RMB48.6 million in 2022. Our gross profit margin for autonomous driving products and solutions increased from 18.6% in 2021 to 24.2% in 2022 as we improved our pricing for solutions in light of customers' more sophisticated demands, and commenced mass production and delivery of our proprietary SoCs. Our gross profit margin for intelligent imaging solutions business slightly increased from 59.0% in 2021 to 61.5% in 2022. Our overall gross profit margin, however, decreased from 36.1% in 2021 to 29.4% in 2022, due to the increased revenue contribution of autonomous driving products and solutions, which involves more hardware components and generally resulting in lower gross profit margin.

Research and Development Expenses

Our R&D expenses increased by 28.3% from RMB595.4 million in 2021 to RMB764.1 million in 2022, primarily due to an increase in employee compensation expenses as we expanded our R&D team and incurred share-based payment expenses. This was partially offset by a decrease in IP licensing fees for SoC design.

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FINANCIAL INFORMATION

Selling Expenses

Our selling expenses increased by 135.5% from RMB50.8 million in 2021 to RMB119.7 million in 2022, primarily due to an increase in employee compensation expenses, including salaries and share-based payment expenses, as we expanded our sales team in light of growing sales.

General and Administrative Expenses

Our general and administrative expenses increased by 92.7% from RMB111.7 million in 2021 to RMB215.2 million in 2022, primarily because we expanded our administrative team and leased more properties in light of the expansion of our operation.

Net Impairment Losses on Financial Assets

Our net impairment losses on financial assets increased from RMB1.8 million in 2021 to RMB8.5 million in 2022, primarily due to the increase in our provision for trade and notes receivables in line with the general aging of those receivables.

Other Income

Our other income decreased from RMB18.1 million in 2021 to RMB15.4 million in 2022, primarily relating to a decrease in government grants related to our business operation and research and development activities.

Other Losses – Net

We recognized other losses of RMB9.3 million in 2022 as compared to other losses of RMB2.9 million in 2021, primarily because we had an increase in net foreign exchange losses, partially offset by gains on financial assets at fair value through profit and loss of RMB9.7 million.

Finance (Costs)/Income – Net

We recognized finance income of RMB13.9 million in 2022 as compared to finance costs of RMB1.9 million in 2021, primarily due to an increase in our interest income on cash at bank.

Fair Value Change in Financial Instruments Issued to Investors

We recorded an increase in fair value loss in financial instruments issued to investors from RMB1,631.2 million in 2021 to RMB1,714.1 million in 2022, primarily due to an increase in the fair value of the equity interests with preferred rights held by our investors.

Loss for the Year

As a result of the foregoing, we had a loss of RMB2,753.9 million in 2022, compared to a loss of RMB2,356.5 million in 2021.

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FINANCIAL INFORMATION

DISCUSSION OF KEY ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

| | As of December 31, | | | As of March 31, 2024 | As of May 31, 2024 (Unaudited) | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | | (RMB in thousands) | | | | | | **Current assets** | | | | | | | Inventories | 3,220 | 72,820 | 71,423 | 81,813 | 83,684 | | Trade and notes receivables | 49,459 | 125,219 | 164,937 | 129,886 | 153,398 | | Prepayments and other receivables | 85,045 | 134,433 | 97,697 | 138,184 | 133,410 | | Financial assets at fair value through profit or loss | – | 706,462 | 8,197 | 8,316 | 33 | | Cash and cash equivalents | 1,553,419 | 982,229 | 1,298,412 | 1,053,511 | 945,368 | | **Total current assets** | **1,691,143** | **2,021,163** | **1,640,666** | **1,411,710** | **1,315,893** | | **Current liabilities** | | | | | | | Trade payables | 13,083 | 69,907 | 68,085 | 52,370 | 46,477 | | Contract liabilities | 252 | 5,660 | 7,479 | 9,459 | 8,722 | | Borrowings | 14,035 | 12,581 | – | 67,861 | 95,256 | | Lease liabilities | 5,380 | 18,412 | 18,521 | 19,020 | 18,366 | | Other payables and accruals | 96,772 | 120,221 | 239,526 | 326,377 | 327,307 | | Financial instruments issued to investors | 5,249,949 | 8,386,402 | 12,589,493 | 10,977,065 | 10,998,414 | | **Total current liabilities** | **5,379,471** | **8,613,183** | **12,923,104** | **11,452,152** | **11,494,542** | | **Net current liabilities** | **(3,688,328)** | **(6,592,020)** | **(11,282,438)** | **(10,040,442)** | **(10,178,649)** |

Our net current liabilities decreased from RMB11,282.4 million as of December 31, 2023 to RMB10,040.4 million as of March 31, 2024, primarily due to a decrease of RMB1,612.4 million in financial instruments issued to investors. This was partially offset by (i) a decrease of RMB244.9 million in cash and cash equivalents, (ii) an increase of RMB86.9 million in other payables and accruals, and (iii) an increase of RMB67.9 million in borrowings. Our net current liabilities increased from RMB6,592.0 million as of December 31, 2022 to RMB11,282.4 million as of December 31, 2023, primarily due to (i) an increase of RMB4,203.1 million in financial instruments issued to investors, (ii) a decrease of RMB698.3 million in financial assets at fair value through profit and loss, and (iii) an increase of RMB119.3 million in other payables and accruals. This was partially offset by an increase of RMB316.2 million in cash and cash equivalents. – 376 –

FINANCIAL INFORMATION Our net current liabilities increased from RMB3,688.3 million as of December 31, 2021 to RMB6,592.0 million as of December 31, 2022, primarily due to (i) an increase of RMB3,136.5 million in financial instruments issued to investors; and (ii) a decrease of RMB571.2 million in cash and cash equivalents, primarily due to our use of cash for investment in Treasury bonds and money market funds. This was partially offset by an increase of RMB706.5 million in financial assets at fair value through profit or loss. The following table sets forth the breakdown of our non-current assets and liabilities as of the dates indicated:

| | As of December 31, | | | As of March 31, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | (RMB in thousands) | | | | | Non-current assets | | | | | | Trade and notes receivables | – | – | – | 13,974 | | Property, plant and equipment | 27,694 | 55,293 | 98,589 | 103,656 | | Right-of-use assets | 11,375 | 33,243 | 50,848 | 54,518 | | Intangible assets | 13,687 | 17,417 | 74,795 | 66,797 | | Investments accounted for using the equity method | 9,604 | 8,617 | 17,176 | 15,215 | | Prepayments and other receivables | 10,481 | 17,152 | 17,474 | 15,634 | | Financial assets at fair value through profit or loss ("FVPL") | – | – | 20,792 | 20,828 | | Total non-current assets | 72,841 | 131,722 | 279,674 | 290,622 | | Non-current liabilities | | | | | | Borrowings | 12,255 | – | – | – | | Lease liabilities | 6,196 | 16,223 | 33,927 | 35,651 | | Other payables and accruals | 28,400 | 29,657 | 56,925 | 12,624 | | Total non-current liabilities | 46,851 | 45,880 | 90,852 | 48,275 | | Net non-current assets | 25,990 | 85,842 | 188,822 | 242,347 |

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FINANCIAL INFORMATION Inventories Our inventories primarily comprise work in progress and finished goods. Our inventories as of December 31, 2021 primarily consisted of finished goods for our autonomous driving products and solutions, our inventories as of December 31, 2022 and 2023 and March 31, 2024 primarily consisted of work in progress and finished goods of our mass-produced SoCs. The following table sets forth a breakdown of our inventories as of the dates indicated:

| | As of December 31, | | | As of March 31, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | (RMB in thousands) | | | | | Work in progress | – | 52,359 | 75,364 | 68,156 | | Finished goods | 3,220 | 20,461 | 14,295 | 33,169 | | Less: provision for impairment of inventories | – | – | (18,236) | (19,512) | | Total | 3,220 | 72,820 | 71,423 | 81,813 |

Our inventories increased from RMB3.2 million as of December 31, 2021 to RMB72.8 million as of December 31, 2022, then to RMB71.4 million as of December 31, 2023 and further to RMB81.8 million as of March 31, 2024, primarily affected by our expanded operations and scaled production of SoCs. As of December 31, 2021 and 2022, all of our inventories aged less than one year. As of December 31, 2023, RMB78.1 million and RMB11.6 million of our inventories before provision aged less than one year and one to two years, respectively. As of March 31, 2024, RMB76.2 million and RMB25.1 million of our inventories before provision aged less than one year and one to two years, respectively. Our inventory provision amounted to RMB18.2 million and RMB19.5 million as of December 31, 2023 and March 31, 2024, respectively, primarily in relation to our A1000 series SoCs. We incurred relatively higher costs for semiconductor packaging and testing services, during the business ramp-up stage when our bargaining power was relatively limited and had not yet achieved economies of scale. We subsequently offered the SoCs for Geely's vehicle models at favorable prices, as we have been collaborating with Geely since the early stage of our commercialization, in expectation of long-term collaboration. As a result, certain orders of the SoC-based solutions were priced below the cost in expectation of broader commercial opportunities of our SoC-based solutions on more vehicle models in the future, and we made inventory provision in line with the decreased net realizable value. Taking into account our anticipation of the market demand, our market-driven production and sales plans, and sufficient inventory provision has been made, we believe that there is no material recoverability issue for our inventories.

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FINANCIAL INFORMATION The following table sets forth our inventory turnover days for the Track Record Period:

| | Year ended December 31, | | | Three months ended March 31, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | Inventory turnover days (1) | 15 | 119 | 137 | 918 |

(1) Calculated using the average of opening balance and closing balance of the inventories (excluding provision for impairment of inventories) for such period divided by cost of sales (excluding inventory provision) for the relevant period and multiplied by the number of days during such period.

FINANCIAL INFORMATION

我们的存货周转天数从2021年的15天增加至2022年的119天。2022年的大幅增加主要由于SoC芯片从2022年开始量产。截至2022年12月31日，大部分存货由在制品组成，包括正在封装和测试过程中的晶圆和芯片，导致存货余额增加及2022年存货周转天数上升。2023年存货周转天数进一步增加至137天，主要由于与量产SoC相关的在制品增加。截至2024年3月31日止三个月，存货周转天数为918天，主要由于2024年第一季度销售成本相对较低，与春节假期期间业务活动减少相符。截至2023年12月31日及2024年3月31日，我们的大部分存货由2023年底开始生产的在制品组成，因为我们正在为2024年的销售做准备。我们计划在2024年正常业务过程中耗用存货并向客户发货。

截至2024年5月31日，2024年3月31日存货中的人民币130万元（约占1.6%）已于其后被消耗或出售。

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FINANCIAL INFORMATION

贸易及票据应收款项

我们的贸易及票据应收款项主要代表与自动驾驶产品及解决方案相关的应收款项。下表列出于所示日期我们贸易及票据应收款项的明细：

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | | （人民币千元） | | | | | **非流动：** | | | | | | 贸易及票据应收款项 | – | – | – | 16,561 | | 减：减值拨备 | – | – | – | (2,587) | | | – | – | – | 13,974 | | **流动：** | | | | | | 贸易及票据应收款项 | 52,125 | 136,369 | 185,499 | 153,408 | | 减：减值拨备 | (2,666) | (11,150) | (20,562) | (23,522) | | | 49,459 | 125,219 | 164,937 | 129,886 |

我们通常在相关销售合同中与客户订立交易条款。于业绩记录期间，我们认为已实施有效的信贷管理体系及政策。我们通常根据客户信贷管理体系，视相关客户的信用状况，向其提供30至180天的信贷期。

我们的贸易及票据应收款项从2021年12月31日的人民币4,950万元增加至2022年12月31日的人民币1.252亿元，并进一步增加至2023年12月31日的人民币1.649亿元。增加主要由于自动驾驶产品及解决方案业务的销售增长。我们的贸易及票据应收款项于2024年3月31日减少至人民币1.439亿元，归因于我们的催收工作。

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FINANCIAL INFORMATION

下表列出于所示日期我们贸易及票据应收款项的账龄分析：

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | | （人民币千元） | | | | | 3个月以内 | 28,514 | 64,621 | 103,121 | 21,626 | | 3至6个月 | 6,888 | 7,591 | 2,459 | 67,377 | | 6至9个月 | 5,882 | 28,790 | 8,036 | 2,381 | | 9至12个月 | 272 | 16,669 | 12,876 | 7,802 | | 12个月以上 | 10,569 | 18,698 | 59,007 | 70,783 | | **合计** | **52,125** | **136,369** | **185,499** | **169,969** |

下表列出业绩记录期间我们的贸易及票据应收款项周转天数：

| | 截至12月31日止年度 | | | 截至2024年3月31日止三个月 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | 贸易及票据应收款项周转天数（1） | 266 | 208 | 188 | 519 |

（1） 某期间贸易及票据应收款项周转天数按该期间贸易及票据应收款项（扣除减值拨备）期初及期末余额的平均值除以相关期间收入，再乘以该期间天数计算。

我们的贸易及票据应收款项周转天数从2021年的266天减少至2022年的208天，再减少至2023年的188天，主要归因于我们加强了催收工作。截至2024年3月31日止三个月，我们的贸易及票据应收款项周转天数为519天，主要由于：(i) 某些客户的结款有所延迟，尽管其持续付款，但由于宏观经济状况，其下游客户出现暂时性资金限制；及 (ii) 2024年第一季度收入相对较低，与春节假期期间业务活动减少相符。

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FINANCIAL INFORMATION

截至2024年5月31日，我们于2024年3月31日的贸易及应收票据中已有人民币26.9百万元（约占15.9%）于其后收回。我们持续监控长期及/或逾期应收款项的回收情况。我们已与部分客户安排还款计划以清偿未偿金额，并预期在可预见的将来改善回收情况。此外，我们已采取进一步措施，配合我们的管理措施，以改善贸易及应收票据的回收及周转天数，例如加强与客户的沟通及采取法律行动。

我们已采取措施管理信用风险，包括客户信用风险管理措施及贸易及应收票据管理措施。在客户信用管理方面，我们已将客户划分为不同信用风险级别，并定期监控该等信用风险级别。我们根据相关指定信用风险级别向客户授予信用期限，并通过与客户保持定期沟通积极管理信用风险。我们密切监控账龄较长的应收贸易款项，并定期更新回收状态。我们的业务部门与客户合作制定可行的还款计划，该等计划亦作为我们销售团队的绩效指标。在必要情况下，我们可能会依据合同条款采取法律行动。作为持续评估的一部分，我们定期分析账龄超过六个月的应收贸易款项余额，从而识别潜在减值并采取必要行动加以处理。

在贸易及应收票据方面，我们通过考虑多项因素（包括历史违约率及现有市场状况）评估预期信用损失。我们的管理层执行以下程序，以确保预期信用损失拨备充足：(a) 评估与预期信用损失相关的会计政策及历史判断；(b) 与客户保持定期沟通，以确认应收款项余额；(c) 通过定期进行账龄分析并考虑当前及未来经济状况（包括该等贸易及应收票据的历史回收率），评估贸易及应收票据的可回收性；(d) 根据客户的财务及非财务状况及其他外部因素与考虑因素审查该等应收账款；以及 (e) 审查贸易及应收票据预期信用损失模型中使用的前瞻性宏观经济数据。

我们根据相关信用风险，视情况以集体基础或个别基础确定减值拨备。在集体基础上，鉴于应收贸易款项不含重大融资成分，我们采用滚动率法，且在评估应收款项违约风险时不使用与信用期限相关的特定标准。在个别基础上，我们根据回收可能性对每位客户的应收贸易款项应用预期损失率，并以前瞻性信息对损失率进行调整。根据评估结果，应收款项的减值及转回已计入金融资产净减值损失。我们亦制定了相关政策，以确保贸易及应收票据及具有信用期限的关联方应收贸易款项均向具有适当信用记录的交易对手方提供，且管理层对交易对手方进行持续的信用评估。我们采用《国际财务报告准则第9号》的简化方法计量预期信用损失，对所有贸易及应收票据采用终身预期损失拨备。为计量预期信用损失，贸易及应收票据已根据共同信用风险特征及账龄进行分组。详情请参阅本招股说明书附录一会计师报告附注3。我们的董事认为，账龄超过12个月的贸易及应收票据不存在可回收性问题，且在考虑我们全面的信用风险管理措施、与相关客户交易的历史经验及其财务状况后，已作出充足拨备。

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FINANCIAL INFORMATION

预付款项及其他应收款项

下表载列于所示日期我们的预付款项及其他应收款项：

| | 截至12月31日止年度 | | | 截至2024年3月31日止三个月 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | | （人民币千元） | | | | | **流动** | | | | | | 预付款项 | 61,283 | 92,405 | 25,340 | 50,349 | | 可退还增值税 | 11,997 | 25,503 | 63,890 | 77,545 | | 合同履行成本 | – | 13,869 | 1,083 | 1,785 | | 按金 | 1,877 | 1,769 | 3,862 | 4,621 | | 待资本化上市费用 | – | 592 | 2,854 | 3,306 | | 政府补贴应收款项 | 3,500 | – | – | – | | 应收关联方款项 | 5,900 | – | – | – | | 其他 | 488 | 295 | 668 | 578 | | **合计** | **85,045** | **134,433** | **97,697** | **138,184** | | **非流动** | | | | | | 向封装及测试服务提供商支付的产能保留费 | 5,756 | 9,219 | 9,635 | 9,768 | | 按金 | 2,415 | 4,626 | 4,884 | 3,227 | | 其他 | 2,310 | 3,307 | 2,955 | 2,639 | | **合计** | **10,481** | **17,152** | **17,474** | **15,634** |

FINANCIAL INFORMATION

截至2024年5月31日，我们截至2024年3月31日的预付款项及其他应收款项中，人民币820万元（约占5.9%）已于其后结清。

按公允价值计量且其变动计入损益的金融资产

我们列示为非流动资产的按公允价值计量且其变动计入损益的金融资产，代表对有限合伙基金的股权投资（按公允价值计量），截至2021年12月31日、2022年12月31日、2023年12月31日及2024年3月31日，金额分别为零、零、人民币2,080万元及人民币2,080万元。我们列示为流动资产的按公允价值计量且其变动计入损益的金融资产，截至2021年12月31日、2022年12月31日、2023年12月31日及2024年3月31日，金额分别为零、人民币70,650万元、人民币820万元及人民币830万元。我们的流动金融资产主要由国债及货币市场基金构成。详见本招股说明书附录一会计师报告附注21。

为监控和管理与我们金融资产相关的风险，我们已制定了一套全面的内部政策及指引。我们的资金管理部门负责提议、分析及评估潜在投资。我们的现金管理策略着重于将财务风险降至最低。为控制风险敞口，我们主要购买国债及浮动利率无担保货币市场基金。我们在做出投资决策时会综合考虑多项因素，包括但不限于宏观经济环境、整体市场状况、风控及发行银行的信用状况、我们自身的营运资金状况，以及投资的预期收益或潜在损失。我们在上市后对上述金融资产的投资须符合《上市规则》第14章的规定。

应付账款

我们的应付账款代表我们在日常经营过程中向供应商购买商品或服务所产生的付款义务。截至2021年12月31日，我们的应付账款为人民币1,310万元，截至2022年12月31日增至人民币6,990万元，主要由于我们扩大业务规模和生产规模，采购量随之增加。截至2023年12月31日，我们的应付账款保持相对稳定，为人民币6,810万元。截至2024年3月31日，我们的应付账款减少至人民币5,240万元，主要归因于我们结清了与SoC相关的应付账款。

下表列示了截至所示日期，按交易日期划分的应付账款账龄分析：

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | | （人民币千元） | | | | | 6个月以内 | 10,099 | 55,345 | 43,439 | 28,745 | | 6至12个月 | – | 11,379 | 6,347 | 5,859 | | 12个月以上 | 2,984 | 3,183 | 18,299 | 17,766 | | 合计 | 13,083 | 69,907 | 68,085 | 52,370 |

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FINANCIAL INFORMATION

下表列示了我们于往绩记录期间的应付账款周转天数：

| | 截至12月31日止年度 | | | 截至2024年3月31日止三个月 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | 应付账款周转天数(1) | 116 | 130 | 116 | 475 |

(1) 某一期间的应付账款周转天数，系以该期间应付账款及应付票据的期初余额与期末余额的平均值，除以相关期间的销售成本（不含存货拨备），再乘以该期间的天数计算得出。

我们的应付账款周转天数从2021年的116天增加至2022年的130天，主要归因于随着销售规模增长而加强的供应链管理。我们的应付账款周转天数在2023年降至116天，原因是2023年若干重大交易的结算，导致截至2023年12月31日的应付账款余额有所减少。我们的应付账款周转天数在截至2024年3月31日的三个月内为475天，主要由于2024年第一季度的销售成本相对较低，与中国农历新年假期期间业务活动减少相符。

截至2024年5月31日，截至2024年3月31日的应付账款中，人民币2,110万元（约占40.3%）已随后结清。

其他应付款及应计负债

我们的其他应付款及应计负债主要包括：(i) 与采购非存货相关的其他应付款及应计负债，以及 (ii) 政府补助。下表列示了截至所示日期我们的其他应付款及应计负债的细目：

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | | （人民币千元） | | | | | **非流动：** | | | | | | 政府补助 | 28,400 | 29,657 | 34,146 | 2,681 | | 应付软件采购款 | – | – | 18,548 | 6,069 | | 其他 | – | – | 4,231 | 3,874 |

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财务信息

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | | （人民币千元） | | | | | **流动：** | | | | | | 应付薪酬及福利 | 38,678 | 70,829 | 138,231 | 167,141 | | 政府补助 | 1,200 | 30,377 | 25,632 | 45,982 | | 其他税项应付款 | 2,450 | 6,162 | 15,577 | 9,432 | | 应付知识产权采购款 | 38,253 | – | – | – | | 应付回购普通股款项（向某股东） | 4,591 | – | – | – | | 政府补助退还款 (1) | – | – | – | 12,760 | | 已收取股票期权行权价款 | 2,512 | 4,111 | 10,268 | 11,419 | | 应付上市费用 | – | 3,916 | 11,838 | 13,194 | | 应付软件采购款 | – | – | 19,556 | 19,786 | | 应付技术服务款 | 7,972 | 867 | 10,245 | 32,481 | | 应付物业、厂房及设备款 | – | – | – | 6,407 | | 其他 (2) | 1,116 | 3,959 | 8,179 | 7,775 | | **小计** | 96,772 | 120,221 | 239,526 | 326,377 | | **合计** | 125,172 | 149,878 | 296,451 | 339,001 |

注：

(1) 截至2024年3月31日的政府补助退还款，代表此前从地方政府获得的一般政策性奖励，因我们从武汉市青山区迁址至武汉市东湖风景区，导致未能满足该等奖励规定的落户条件，须予退还。

(2) 其他应付款及应计负债主要代表应付关联方的款项。

我们的其他应付款及应计负债从截至2021年12月31日的人民币1.252亿元增加至截至2022年12月31日的人民币1.499亿元，主要由于：(i) 应付薪酬及福利增加，以及 (ii) 收到与自动驾驶技术相关的若干研发项目的政府补助（该等补助须满足预期将在一年内实现的条件），部分被应付知识产权采购款减少所抵销（该减少源于我们对知识产权采购的需求随研发项目所处阶段的不同而有所变化）。我们的其他应付款及应计负债从截至2022年12月31日的人民币1.499亿元增加至截至2023年12月31日的人民币2.965亿元，主要由于：(i) 应付薪酬及福利增加，以及 (ii) 应付软件采购款增加。我们的其他应付款及应计负债进一步增加至截至2024年3月31日的人民币3.390亿元，主要由于：(i) 应付薪酬及福利增加，以及 (ii) 应付技术服务款增加。

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财务信息

非流动其他应付款及应计负债项下的政府补助截至2024年3月31日减少至人民币270万元，而流动其他应付款及应计负债项下的政府补助截至2024年3月31日增加至人民币4,600万元，主要由于若干政府补助被重新分类至流动其他应付款及应计负债。

发行给投资者的金融工具

我们发行给投资者的金融工具包括：(i) 可赎回可转换优先股，(ii) 购买普通股的认股权证，(iii) 可转换票据，以及 (iv) 承诺衍生工具。发行给投资者的金融工具按公允价值计量且其变动计入损益进行确认。请参阅本招股说明书附录一会计师报告附注28。

下表列示了截至所示日期我们发行给投资者的金融工具的细目：

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | | | | （人民币千元） | | | | | **流动负债** | | | | | | 可赎回可转换优先股 | 5,094,096 | 8,279,244 | 12,589,493 | 10,977,065 | | 承诺衍生工具 | 28,000 | 67,941 | – | – | | 可转换票据 | 125,854 | 35,413 | – | – | | 认股权证负债 | 1,999 | 3,804 | – | – | | **合计** | 5,249,949 | 8,386,402 | 12,589,493 | 10,977,065 |

FINANCIAL INFORMATION

**Right-of-use Assets**

Our right-of-use assets mainly consist of our leasehold land and office premises. The following table sets forth the details of our right-of-use assets as of the dates indicated:

| | As of December 31, | | | As of March 31, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | (RMB in thousands) | | | | | **Right-of-use assets** | | | | | | Leased buildings | 11,375 | 33,243 | 50,848 | 54,518 |

Our right-of-use assets amounted to RMB11.4 million, RMB33.2 million, RMB50.8 million and RMB54.5 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively. The increase from December 31, 2021 to December 31, 2022 was primarily in relation to our additional office premises in Chengdu, Wuhan, Shenzhen, Shanghai and other major cities to support our business expansion. The increase from December 31, 2022 to December 31, 2023 was primarily in relation to our change of office location in Shanghai and additional office premises in Wuhan to support our business expansion. The increase from December 31, 2023 to March 31, 2024 was primarily in relation to the lease renewal of our office premises in the U.S.

**Intangible Assets**

Our intangible assets mainly consist of software, which amounted to RMB13.7 million, RMB17.4 million, RMB74.8 million and RMB66.8 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively. The increase from December 31, 2021 to December 31, 2023 was mainly attributable to our procurement of software for upgrade of the internal IT system. In addition, the increase in software as of December 31, 2023 was primarily due to our procurement of electronic design automation (EDA) tools for the R&D activities of our next-generation SoCs. We had a decrease in the accumulated amortization as of December 31, 2022, due to the expiration of certain EDA tools at the time. The decrease of our intangible assets as of March 31, 2024 was mainly attributable to an increase in the accumulated amortization. The following table sets forth a breakdown of our intangible assets as of the dates indicated:

| | As of December 31, | | | As of March 31, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | (RMB in thousands) | | | | | **Intangible assets:** | | | | | | Software | 28,817 | 30,618 | 113,044 | 115,333 | | Accumulated amortization | (15,130) | (13,201) | (38,249) | (48,536) | | **Total** | **13,687** | **17,417** | **74,795** | **66,797** |

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FINANCIAL INFORMATION

**Investments Accounted for Using the Equity Method**

Our investments accounted for using the equity method represented our investments in associates, including Mairun, Guoqi and Lingtong, consisting of ordinary shares. Our investments accounted for using the equity method amounted to RMB9.6 million, RMB8.6 million, RMB17.2 million and RMB15.2 million as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively. The changes mainly reflected our share of the associates' post-acquisition profits or losses. See Note 18 to the Accountant's Report included in Appendix I to this Prospectus.

**LIQUIDITY AND CAPITAL RESOURCES**

We have historically funded our cash requirements principally from capital contribution from shareholders and proceeds from our business operations. After the Global Offering, we intend to finance our future capital requirements through cash generated from our business operations and the net proceeds from the Global Offering. We do not anticipate any changes to the availability of financing to fund our operations in the future.

The following table sets forth a summary of our cash flows for the periods indicated:

| | Year ended December 31, | | | Three Months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (Unaudited) | 2024 | | | (RMB in thousands) | | | | | | Operating loss before changes in working capital | (593,390) | (629,299) | (1,131,021) | (231,685) | (281,134) | | Working capital changes | (45,925) | (125,370) | 73,196 | (38,854) | (789) | | Net cash used in operating activities | (639,315) | (754,669) | (1,057,825) | (270,539) | (281,923) | | Net cash (used in)/generated from investing activities | (31,817) | (732,796) | 546,698 | 308,409 | (25,599) | | Net cash generated from/(used in) financing activities | 2,000,866 | 804,175 | 809,135 | (7,764) | 60,746 | | Net increase/(decrease) in cash and cash equivalents | 1,329,734 | (683,290) | 298,008 | 30,106 | (246,776) | | Cash and cash equivalents at beginning of the year/period | 243,888 | 1,553,419 | 982,229 | 982,229 | 1,298,412 | | Exchange (losses)/gains on cash and cash equivalents | (20,203) | 112,100 | 18,175 | (9,497) | 1,875 | | Cash and cash equivalents at end of the year/period | 1,553,419 | 982,229 | 1,298,412 | 1,002,838 | 1,053,511 |

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FINANCIAL INFORMATION

Net Cash Flows Used in Operating Activities

In the three months ended March 31, 2024, our net cash flows used in operating activities was RMB281.9 million. Our net cash used in operating activities is calculated by adjusting our profit before income tax of RMB1,203.3 million, as adjusted by (i) the add-back of non-cash items, primarily comprising fair value gains on financial instrument issued to investors of RMB1,636.1 million and share-based payment expenses of RMB113.1 million; and (ii) changes in working capital, primarily comprising an increase in prepayments, deposits and other assets of RMB38.1 million, a decrease in trade payables of RMB15.7 million and an increase in inventories of RMB11.7 million, partially offset by an increase in other payables and accruals of RMB47.1 million.

In 2023, our net cash flows used in operating activities was RMB1,057.8 million. Our net cash used in operating activities is calculated by adjusting our loss before income tax of RMB4,855.1 million, as adjusted by (i) the add-back of non-cash items, primarily comprising fair value loss on financial instrument issued to investors of RMB3,179.8 million and share-based payment expenses of RMB421.1 million; and (ii) changes in working capital, primarily comprising an increase in trade and notes receivables of RMB49.1 million and an increase in inventories of RMB16.8 million, partially offset by an increase in other payables and accruals of RMB91.3 million and a decrease in prepayments, deposits and other assets of RMB39.2 million.

In 2022, our net cash flows used in operating activities was RMB754.7 million. Our net cash used in operating activities is calculated by adjusting our loss before income tax of RMB2,753.9 million, as adjusted by (i) the add-back of non-cash items, primarily comprising fair value loss on financial instrument issued to investors of RMB1,714.1 million and share-based payment expenses of RMB339.5 million; and (ii) changes in working capital, which primarily comprised an increase in trade and notes receivables of RMB84.2 million and an increase in inventories of RMB69.6 million, partially offset by an increase in trade payables of RMB56.8 million.

In 2021, our net cash flows used in operating activities was RMB639.3 million. Our net cash used in operating activities is calculated by adjusting our loss before income tax of RMB2,356.5 million, as adjusted by (i) the add-back of non-cash items, primarily comprising fair value loss on financial instrument issued to investors of RMB1,631.2 million and share-based payment expenses of RMB111.7 million; and (ii) changes in working capital, which primarily comprised an increase in prepayments, deposits and other assets of RMB77.2 million, partially offset by an increase in other payables and accruals of RMB47.5 million.

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FINANCIAL INFORMATION

Net Cash Flows Used in Investing Activities

In the three months ended March 31, 2024, our net cash flows used in investing activities was RMB25.6 million, which was attributable to (i) payments of property, plant and equipment of RMB10.7 million; and (ii) payments for intangible assets of RMB14.9 million.

In 2023, our net cash flows generated from investing activities was RMB546.7 million, which was attributable to proceeds from maturity of financial assets at fair value through profit or loss of RMB710.3 million, partially offset by (i) the payments of property, plant and equipment of RMB81.4 million, (ii) payments for intangible assets of RMB52.2 million, (iii) the payments for financial assets at fair value through profit or loss of RMB20.0 million, and (iv) the payments for investment in an associate of RMB10.0 million.

In 2022, our net cash flows used in investing activities was RMB732.8 million, which was attributable to (i) the payments for financial assets at fair value through profit or loss of RMB672.6 million, and (ii) the payments of property, plant and equipment of RMB50.1 million, partially offset by the proceeds from repayment of loans by a related party of RMB5.9 million.

In 2021, our net cash flows used in investing activities was RMB31.8 million, which was attributable to (i) the payments of property, plant and equipment of RMB25.5 million, and (ii) the payments for intangible assets of RMB8.3 million, partially offset by the proceeds from repayment of loans from a related party of RMB2.0 million.

Net Cash Flows Generated from Financing Activities

In the three months ended March 31, 2024, our net cash flows generated from financing activities was RMB60.7 million, which was attributable to the proceeds from borrowings of RMB67.8 million, partially offset by (i) the principal payments of lease liabilities of RMB7.1 million, (ii) the interest paid for lease liabilities of RMB0.7 million, and (iii) the payments for listing expenses of RMB0.4 million.

In 2023, our net cash flows generated from financing activities was RMB809.1 million, which was attributable to the proceeds from issuance of financial instruments to investors of RMB853.7 million, partially offset by (i) the principal payments of lease liabilities of RMB16.3 million, (ii) the repayment of convertible notes of RMB13.6 million, (iii) the repayment of borrowings of RMB12.3 million, and (iv) the repurchase of warrant of RMB4.4 million.

In 2022, our net cash flows generated from financing activities was RMB804.2 million, which was attributable to the proceeds from issuance of financial instruments to investors of RMB915.0 million, partially offset by (i) the repurchase of vested share options of RMB22.7 million, (ii) the repayment of borrowings of RMB13.8 million, and (iii) the principal payments of lease liabilities of RMB13.8 million.

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FINANCIAL INFORMATION

In 2021, our net cash flows generated from financing activities was RMB2,000.9 million, which was attributable to the proceeds from issuance of financial instruments to investors of RMB2,132.4 million, partially offset by (i) the repurchase of ordinary shares of RMB41.9 million, and (ii) the repurchase of vested share options of RMB36.4 million.

CASH OPERATING COSTS

The following table sets forth key information relating to our cash operating costs for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | (RMB in thousands) | | | (Unaudited) | | | Research and development costs(1)(3) | 265,575 | 299,304 | 142,057 | 519,422 | 326,740 | 764,719 | | Workforce employment(2) | 52,452 | 10,040 | 157,152 | 9,658 | 168,109 | 16,002 | | Direct production costs, including materials | 28,480 | 2,313 | 57,964 | 3,540 | 40,030 | 197,550 | | Product marketing | 55,747 | 183,945 | — | — | — | — | | Non-income taxes, royalties and other governmental charges | 608 | 2,763 | 1,271 | 799 | 243 | — |

Notes:

(1) Represent materials expenses and testing fees, technical service expenses and IP licensing fees.

(2) Represents staff costs mainly including salaries and wages.

(3) The following reconciliation has been made for the calculation of the research and development expenses as disclosed in "– Description of Major Components of Our Results Of Operations – Research and Development Expenses" and the research and development costs in the above table: (i) for product design and development expenses in a given period, adding back (a) product design and development expenses payables in the previous period and (b) prepayment for product design and development expenses in the current period, and deducting (a) product design and development expenses payables in the current period and (b) prepayment for product design and development expenses in the previous period; (ii) for outsourced R&D expenses in a given period, adding back prepayment for outsourced R&D expenses in the current period, and deducting prepayment for outsourced R&D expenses in the previous period; and (iii) for IP licensing fees in a given period, adding back (a) payables for purchase of IP in the previous period and (b) prepayment for purchase of IP in the current period, and deducting (a) payables for purchase of IP in the current period and (b) prepayment for purchase of IP in the previous period.

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FINANCIAL INFORMATION

INDEBTEDNESS

The following table sets forth the breakdown of our indebtedness as of the dates indicated:

| | As of December 31, | | | As of March 31, 2024 | As of May 31, 2024 (Unaudited) | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | | (RMB in thousands) | | | | | | Borrowings | 26,290 | – | – | 67,861 | 155,141 | | Financial instruments issued to investors | 5,249,949 | 8,386,402 | 12,589,493 | 10,977,065 | 10,998,414 | | Lease liabilities | 11,576 | 34,635 | 52,448 | 54,671 | 52,986 | | Amounts due to a related party(1) | – | 12,581 | 3,000 | 3,583 | 3,723 | | **Total** | **5,287,815** | **8,433,618** | **12,644,941** | **11,103,180** | **11,210,264** |

Note:

(1) The amounts due to a related party will be settled upon the Listing.

Borrowings

We recognized borrowings of RMB26.3 million as of December 31, 2021, RMB12.6 million as of December 2022, nil as of December 31, 2023, RMB67.9 million as of March 31, 2024 and RMB155.1 million as of May 31, 2024, being the indebtedness date for the purpose of the indebtedness statement. Our borrowings primarily consisted of secured bank borrowing. As of the Latest Practicable Date, we had unutilized banking facilities of RMB288.9 million.

The following table sets forth our borrowings as of the dates indicated:

| | As of December 31, | | | As of March 31, 2024 | As of May 31, 2024 (Unaudited) | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | | (RMB in thousands) | | | | | | **Current:** | | | | | | | Bank borrowings | 13,783 | 12,255 | – | 67,800 | 94,971 | | Interest payables | 252 | 326 | – | 61 | 285 |

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FINANCIAL INFORMATION

| | As of December 31, | | | As of March 31, 2024 | As of May 31, 2024 (Unaudited) | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | | | | | (RMB in thousands) | | | | | | **Non-current:** | | | | | | | Bank borrowings | 12,255 | – | – | – | 59,885 | | **Total** | **26,290** | **12,581** | **–** | **67,861** | **155,141** |

FINANCIAL INFORMATION

Financial Instruments Issued to Investors

The following table sets forth a breakdown of our financial instruments issued to investors as of the dates indicated:

| | As of December 31, | | | As of March 31, | As of May 31, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | 2024 (Unaudited) | | | (RMB in thousands) | | | | |

| | | | | | | |---|---|---|---|---|---| | Current liabilities | | | | | | | Redeemable convertible preferred shares | 5,094,096 | 8,279,244 | 12,589,493 | 10,977,065 | 10,998,414 | | Commitment derivatives | 28,000 | – | – | – | – | | Convertible notes | 125,854 | – | – | – | – | | Warrant liabilities | 1,999 | 67,941 | 35,413 | 3,804 | – | | **Total** | **5,249,949** | **8,386,402** | **12,589,493** | **10,977,065** | **10,998,414** |

See "– Discussion of Key Items of Consolidated Statements of Financial Position – Financial Instruments Issued to Investors" for details.

Lease Liabilities

We recognized lease liabilities of RMB11.6 million, RMB34.6 million, RMB52.4 million, RMB54.7 million and RMB53.0 million as of December 31, 2021, 2022 and 2023, March 31, 2024 and May 31, 2024, respectively. The increase from December 31, 2021 to March 31, 2024 was primarily attributable to our lease of office premises to support our overall business growth. The following table sets forth our lease liabilities as of the dates indicated:

| | As of December 31, | | | As of March 31, | As of May 31, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | 2024 (Unaudited) | | | (RMB in thousands) | | | | |

| Lease liabilities | | | | | | |---|---|---|---|---|---| | Current | 5,380 | 18,412 | 18,521 | 19,020 | 18,366 | | Non-current | 6,196 | 16,223 | 33,927 | 35,651 | 34,620 | | **Total** | **11,576** | **34,635** | **52,448** | **54,671** | **52,986** |

– 395 –

FINANCIAL INFORMATION

Contingent Liabilities

We did not have any material contingent liabilities as of December 31, 2021, 2022 and 2023 and March 31, 2024, respectively.

Indebtedness Statement

Except as disclosed above, as of May 31, 2024, being the latest practicable date for determining our indebtedness, we did not have any outstanding mortgages, charges, debentures, other issued debt capital, bank overdrafts, borrowings, liabilities under acceptance or other similar indebtedness, hire purchase commitments, guarantees or other material contingent liabilities. Our Directors have confirmed that there is no material change in our indebtedness since May 31, 2024 and up to the Latest Practicable Date. Our Directors have confirmed that there were no material covenants on any of our outstanding debts and that we had no default in repayment or breach of covenants during the Track Record Period and up to the Latest Practicable Date.

Our Directors have further confirmed that we did not experience any difficulty in obtaining bank loans and other borrowings, default in repayment of bank loans and other borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable Date.

KEY FINANCIAL RATIOS

The following table sets forth certain of our key financial ratios as of the dates indicated, or for the periods indicated:

| | As of/Year ended December 31, | | | As of/Three months ended March 31, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Gross profit margin (%) (1) | 36.1 | 29.4 | 24.7 | 60.9 | | Current ratio (2) | 0.3 | 0.2 | 0.1 | 0.1 | | Quick ratio (3) | 0.3 | 0.2 | 0.1 | 0.1 | | Cash ratio (4) | 0.3 | 0.2 | 0.1 | 0.1 |

(1) Gross profit margin is calculated by dividing gross profit by our revenue for the period indicated.

(2) Current ratio is calculated by dividing current assets by current liabilities as of the date indicated.

(3) Quick ratio is calculated by dividing current assets less inventories by current liabilities as of the date indicated.

(4) Cash ratio is calculated by dividing the sum of cash and cash equivalents and financial assets at fair value through profit or loss recorded as current assets by the total current liabilities as of the date indicated.

– 396 –

FINANCIAL INFORMATION

R&D EXPENDITURE AND TOTAL OPERATING EXPENDITURE

During the Track Record Period, our R&D expenditure primarily consisted of R&D expenses adjusted by adding back intangible assets related to R&D software acquired from third parties and capitalized and deducting amortization expenses for capitalized intangible assets included in R&D expenditure. The table below sets forth our annual and total R&D expenditure for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | (RMB in thousands) | | | (Unaudited) | | | R&D expenses | 595,380 | 764,075 | 1,362,531 | 266,483 | 339,379 | | Adjustments: | | | | | | | Add: Intangible assets related to R&D software acquired from third parties and capitalized | 7,949 | 19,079 | 87,428 | 39,174 | 2,288 | | Less: Amortization expenses of capitalized intangible assets included in R&D expenditure | (9,808) | (16,761) | (30,577) | (5,581) | (9,980) | | Annual R&D expenditure | 593,521 | 766,393 | 1,419,382 | 300,076 | 331,687 | | Total R&D expenditure | | | 2,779,296(1) | | 3,110,983(2) |

Notes: (1) Total R&D expenditure for the three financial years prior to Listing.

(2) Total R&D expenditure over the Track Record Period.

– 397 –

FINANCIAL INFORMATION

The table below sets forth our annual and total operating expenditure for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | (RMB in thousands) | | | (Unaudited) | | | R&D expenses | 595,380 | 764,075 | 1,362,531 | 266,483 | 339,379 | | Selling expenses | 50,842 | 119,732 | 101,842 | 24,014 | 24,644 | | General and administrative expenses | 111,703 | 215,239 | 318,975 | 61,084 | 90,299 | | Adjustments: | | | | | | | Add: Intangible assets related to R&D software acquired from third parties and capitalized | 7,949 | 19,079 | 87,428 | 39,174 | 2,288 | | Less: Amortization expenses of capitalized intangible assets included in R&D expenditure | (9,808) | (16,761) | (30,577) | (5,581) | (9,980) | | Annual total operating expenditure | 756,066 | 1,101,364 | 1,840,199 | 385,174 | 446,630 | | Total operating expenditure | | | 3,697,629(1) | | 4,144,259(2) |

Notes: (1) Total operating expenditure for the three financial years prior to Listing.

(2) Total operating expenditure over the Track Record Period.

– 398 –

FINANCIAL INFORMATION

The table below sets forth our annual R&D expenditure ratio and total R&D expenditure ratio for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | Annual R&D expenditure ratio(1) | 78.5% | 69.6% | 77.1% | 77.9% | 75.2%(2) | | Total R&D expenditure ratio | | | 74.3% | | 75.1%(3) |

Notes: (1) Calculated by dividing annual R&D expenditure by annual total operating expenditure.

(2) Calculated by dividing total R&D expenditure for the three financial years prior to Listing by total operating expenditure for the three financial years prior to Listing.

(3) Calculated by dividing total R&D expenditure over the Track Record Period by total operating expenditure over the Track Record Period.

CAPITAL EXPENDITURE

During the Track Record Period, our capital expenditures primarily consisted of expenditures on property, plant and equipment for computers, electronic equipment and office equipment. The table below sets forth our capital expenditure for the periods indicated:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | (RMB in thousands) | | | (Unaudited) | | | Purchase of property, plant and equipment | 25,539 | 50,056 | 81,426 | 13,423 | 17,080 | | Purchase of intangible assets | 8,278 | 21,030 | 89,027 | 39,307 | 2,288 | | Total | 33,817 | 71,086 | 170,453 | 52,730 | 19,368 |

– 399 –

FINANCIAL INFORMATION

我们的资本支出在2021年、2022年、2023年及截至2023年3月31日和2024年3月31日的三个月分别为3,380万元、7,110万元、17,050万元、5,270万元及1,940万元。我们预计2024年将产生额外资本支出，主要用于购置物业、厂房及设备以及购置无形资产。我们预计通过经营现金流为上述资本支出提供资金。我们可能会根据发展计划或市场状况及我们认为适当的其他因素，对任何特定期间的资本支出进行调整。

资本承诺

2022年11月，我们的全资子公司Dark Benne Limited作为有限合伙人与一家有限合伙基金签订了投资协议，总对价为2,000万元人民币。相关现金注入已于2023年4月全额结清。请参阅附录一会计师报告附注21。

截至2021年12月31日、2023年12月31日及2024年3月31日，我们不存在任何重大承诺。

关联方交易

我们不时与关联方进行交易。我们的董事认为，附录一会计师报告附注34所载的每项关联方交易均在正常业务过程中进行，且相关各方之间的条款属于正常商业条款。我们的董事亦认为，在记录期间内的关联方交易不会扭曲我们的往绩记录业绩，也不会导致我们的历史业绩无法反映我们的未来表现。

表外承诺及安排

截至最后实际可行日期，我们不存在任何重大表外承诺或安排。

财务风险披露

我们面临多种财务风险，包括市场风险、信用风险及流动性风险。我们的整体风险管理方案侧重于金融市场的不可预测性，并致力于将对我们财务表现的潜在不利影响降至最低。

市场风险

外汇风险

外汇风险源于未来的商业交易，以及以非相关集团实体功能货币计值的已确认资产和负债。我们的业务主要以人民币进行。非人民币资产和负债大部分为以美元计值的现金及现金等价物。

— 400 —

FINANCIAL INFORMATION

我们主要面临功能货币为人民币的境内附属公司的人民币/美元汇率变动风险。截至2021年12月31日、2022年12月31日、2023年12月31日及2023年3月31日和2024年3月31日，如在其他变量保持不变的情况下美元兑人民币升值/贬值5%，则截至2021年12月31日、2022年12月31日及2023年12月31日止年度的税前亏损以及截至2023年3月31日止三个月的税前亏损将分别减少/增加约12.6万元人民币、240万元人民币，以及2023年12月31日止年度的税前亏损将增加/减少约2,090万元人民币，2023年3月31日止三个月的税前亏损将增加/减少约1,020万元人民币，2024年3月31日止三个月的税前利润将减少/增加约2,210万元人民币，这分别是由于截至2021年12月31日及2022年12月31日止年度因换算以美元计值的货币性净资产而产生的净外汇收益，以及截至2023年12月31日止年度及截至2023年3月31日和2024年3月31日止三个月因换算以美元计值的货币性净负债而产生的净外汇损失所致。

我们在2021年、2022年、2023年及截至2023年3月31日和2024年3月31日的三个月于其他综合收益中确认的货币换算收益／（损失）分别为6,280万元人民币、（39,660）万元人民币、（14,830）万元人民币、8,950万元人民币及（2,360）万元人民币。货币换算差异在其他综合收益／（损失）中确认，代表集团内功能货币与本公司及集团财务报表报告货币人民币不同的公司在换算财务报表时产生的差异。记录期间内货币换算差异的波动主要源于美元兑报告货币人民币的汇率变动，进而导致以美元计值的可转换可赎回优先股账面价值发生变化。

现金流量及公允价值利率风险

我们的利率风险主要来自借款、以公允价值计量且其变动计入损益的金融资产以及现金及现金等价物。以浮动利率计息者使我们面临现金流量利率风险，而以固定利率计息者则使我们面临公允价值利率风险。在记录期间内，我们未使用任何利率掉期合约或其他金融工具对冲利率风险。

截至2021年12月31日、2022年12月31日、2023年12月31日及2024年3月31日，我们未面临重大利率风险。我们定期监控利率风险，以确保不存在过度承受重大利率风险的情况。

价格风险

我们面临的证券价格风险来自我们持有并在综合财务状况表中归类为以公允价值计量且其变动计入损益的金融资产的投资。归类为"其他（损失）／收益——净额"的证券收益／损失将导致年度／期间税前（亏损）／利润减少／增加。

— 401 —

FINANCIAL INFORMATION

Credit risk

We are exposed to credit risk in relation to our cash and cash equivalents, financial assets measured at fair value through profit or loss, trade and notes receivables, other receivables and loan receivables. The carrying amount of each class of the above financial assets represents our maximum exposure to credit risk in relation to the corresponding class of financial assets.

Credit risk of cash and cash equivalents

To manage this risk, our subsidiaries in China only make transactions with state-owned banks or reputable commercial banks which are all high-credit-quality financial institutions. There has been no recent history of default in relation to these financial institutions. These instruments are considered to have low credit risk because they have a low risk of default and the counterparty has a strong capacity to meet its contractual cash flow obligations in the near term. The identified credit losses are immaterial.

Part of our cash and cash equivalents are deposited in overseas financial institutions. Considering related credit rating, local laws and regulations of relevant regulatory authorities, as well as the transferability of deposits after the statement of financial position date, we believe that there is no significant credit risk as of December 31, 2021, 2022 and 2023 and March 31, 2024.

Credit risk of trade and notes receivables

We apply the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade and notes receivables. To measure the expected credit losses, trade and notes receivables have been grouped based on shared credit risk characteristics and aging.

The expected loss rates are based on the credit rating of counter parties and the payment profiles of sales over a period of each reporting period and probability of default of counter parties on an ongoing basis throughout each reporting period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. We have identified the Gross Domestic Product ("GDP") and the growth rate of information technology industry to be the most relevant factor in Mainland China, and accordingly adjusts the historical loss rates based on expected changes in these factors.

Individually impaired trade and notes receivables are related to customers who are experiencing unexpected economic difficulties. We expect that the amounts of the receivables will partially or entirely have difficulty to be recovered and have recognized impairment losses.

We expect that the credit risk associated with notes receivables to be low. We have assessed the expected credit losses rate for notes receivables, which are immaterial under lifetime expected credit losses method, and thus the loss allowance is immaterial.

– 402 –

FINANCIAL INFORMATION

Credit risks of other receivables (including amount due from related parties)

For other receivables, our management makes periodic collective assessments as well as individual assessment on the recoverability of other receivables (including amount due from related parties) based on historical settlement records and past experience. We believe that there is no material credit risk inherent in our outstanding balance of other receivables.

Other receivables mainly comprise deposits and amount due from related parties. We consider the probability of default on an ongoing basis throughout each year or period of the Track Record Period. To assess whether there is a significant increase in credit risk, we compare the risk of a default occurring on the asset as of the reporting date with the risk of default as of the date of initial recognition. We consider available reasonable and supportive forwarding-looking information. In particular, the following indicators are incorporated:

• actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the third party's ability to meet its obligations;

• actual or expected significant changes in the operating results of the third party;

• significant changes in the expected performance and behavior of the third party, including changes in the payment status of the third party.

As of December 31, 2021, 2022 and 2023 and March 31, 2024, there was no significant increase in credit risk since initial recognition, we determined that the expected credit losses for these receivables are not material through using the 12 months expected losses method.

Credit risk of loan receivables

We implemented expected credit loss model for loan receivables as summarized below:

• The loan receivables that are not credit-impaired on initial recognition are classified in "Stage 1" and have their credit risk continuously monitored by us. The expected credit loss is measured on a 12-month basis.

• If a significant increase in credit risk since initial recognition is identified, the financial instrument is moved to 'Stage 2' but is not yet deemed to be credit-impaired. The expected credit loss is measured on lifetime basis.

• If the financial instrument is credit-impaired, the financial instrument is then moved to "Stage 3". The expected credit loss is measured on lifetime basis.

• In Stages 1 and 2, interest income is calculated on the gross carrying amount (without deducting the loss allowance). If a financial asset subsequently becomes credit-impaired (Stage 3), we are required to calculate the interest income by applying the effective interest method in subsequent reporting periods to the amortized cost of the financial asset (the gross carrying amount net of loss allowance) rather than the gross carrying amount.

– 403 –

财务信息

截至2021年12月31日，我们的贷款应收款金额为人民币590万元。上述贷款应收款已于2022年全额收回。截至2022年12月31日、2023年12月31日及2024年3月31日，我们均无未偿还贷款应收款。截至2021年12月31日，自初始确认以来信用风险无重大增加。我们判断未来12个月内贷款应收款的预期信用损失并不重大。

以公允价值计量且其变动计入损益的金融资产的信用风险

我们亦面临与以公允价值计量且其变动计入损益的债务投资相关的信用风险。上述投资的账面金额于2021年12月31日、2022年12月31日、2023年12月31日及2024年3月31日分别为零、人民币7.065亿元、人民币2,900万元及人民币2,910万元，代表各报告期末的最大风险敞口。

流动性风险

审慎的流动性风险管理意味着须保持充足的现金及现金等价物，以及通过债务融资和股权融资筹集资金的能力。我们历来通过向银行借款、发行优先股及可转换票据来满足营运资金需求。

我们的管理层根据预期现金流量对流动性储备滚动预测进行监控。我们以公允价值计量且其变动计入损益的方式确认向投资者发行的金融工具。因此，向投资者发行的金融工具以公允价值为基础进行管理，而非按到期日进行管理。

有关按各资产负债表日至合同到期日的剩余期限对所有非衍生金融负债进行到期日分组分析的详情，请参阅附录一会计师报告附注3。

股息及股息政策

我们既无固定股息政策，亦无预先确定的股息派发比率。于追踪记录期间，我们未曾向股东宣派或分派任何股息。然而，我们未来可能以现金或我们认为适当的其他方式派发股息。根据我们的公司章程细则，我们的董事会在未来宣派股息时，将综合考虑我们的经营业绩、财务状况、现金需求及可用性以及其他彼时认为相关的因素。根据我们开曼群岛法律顾问的意见，我们是一家根据开曼群岛法律注册成立的控股公司，依据相关法律，累计亏损状况并不妨碍我们向股东宣派及派付股息，因为即使公司未实现盈利，股息仍可从股份溢价账户中宣派及派付，但前提是本公司须满足《开曼群岛公司法》规定的偿债能力测试。

— 404 —

财务信息 营运资金

董事认为，考虑到我们可用的财务资源，包括（i）我们在各期间的未来经营现金流量；（ii）现金及现金等价物；（iii）按公允价值计量且其变动计入损益的流动金融资产；（iv）可动用的银行授信额度；及（v）全球发售的估计所得款项净额，我们在本招股说明书日期起至少未来12个月内拥有足够的营运资金以满足我们的需求。

我们的现金消耗率是指以下各项的月均金额：（i）经营活动所用现金净额；（ii）购置物业、厂房及设备的款项；（iii）无形资产的付款；（iv）租赁负债的本金付款；及（v）租赁负债的已付利息。我们认为这些项目是衡量我们运营效率的关键指标，反映了可能对我们现金流量产生重大影响的支出，例如代表重大现金流出的资本支出、我们对知识产权或技术的投资，以及融资租赁义务的成本，所有这些均可能定期发生。我们历史上的现金消耗率分别为2021年人民币5,660万元、2022年人民币7,010万元、2023年人民币1.008亿元、截至2023年3月31日止三个月人民币1.074亿元及截至2024年3月31日止三个月人民币1.051亿元，主要代表我们在研发活动方面的投资。我们在2023年下半年的现金消耗率相对较低，金额为人民币8,790万元，这归因于我们经营现金流量的提升及收入增长，以及购置物业、厂房及设备支出的减少。在业绩记录期间，我们在购置物业、厂房及设备及无形资产付款方面录得大额支出，主要分别由于我们为下一代SoC研发活动大量采购服务器及EDA工具。截至2024年5月31日，我们拥有现金及现金等价物、按公允价值计量且其变动计入损益的流动金融资产及未动用银行授信额度合计人民币13.705亿元。我们估计，假设发售规模调整权或超额配股权均未获行使，且假设发售价为每股发售股份29.15港元（即本招股说明书所列示发售价区间的中位数），在扣除我们就全球发售应付的承销费用及开支后，我们将收取约9.854亿港元的所得款项净额。假设未来平均现金消耗率将为人民币8,790万元（与截至2023年12月31日止六个月的现金消耗率水平相近），基于以下假设：（i）我们的员工人数不会大幅增加，尤其是研发部门；（ii）我们预计不会进行大额资本投资；及（iii）我们预计不会大量购置固定资产，我们估计截至2024年5月31日的现金及现金等价物、按公允价值计量且其变动计入损益的流动金融资产及未动用银行授信额度将能够维持我们的财务可持续性15.6个月；若我们考虑上市所得款项净额估计数的10%（即分配用于我们营运资金及其他一般企业用途的部分），则为16.6个月；若我们亦将上市所得款项净额估计数全部考虑在内，则为25.8个月。我们将继续密切监控我们的经营现金流量，并通过多种方式维持我们的财务可持续性，包括（除其他外）银行授信额度及外部融资。请参阅「－债务情况」。我们预计在全球发售前不会进行新一轮融资。

－405－

财务信息

可供分配储备

截至2024年3月31日，本公司并无任何可供分配储备。

上市费用

上市费用指与全球发售相关而产生的专业费用、包销佣金及其他费用。本公司估计，上市费用（包括全球发售的包销佣金）约为9,320万港元（包括：(i) 包销佣金约3,480万港元；及 (ii) 非包销相关费用约5,840万港元，该等费用由法律顾问及申报会计师的费用及开支约3,360万港元，以及其他费用及开支约2,480万港元组成），占全球发售所得款项总额约8.6%（假设发售价为每股发售股份29.15港元（即指示性发售价范围的中位数），且发售规模调整权及超额配股权均未获行使）。于上市费用总额中，约3,460万港元可直接归因于向公众发行本公司发售股份，将从权益中扣除；约4,000万港元已于往绩记录期间计入损益；余下约1,860万港元预计将于上市时计入损益。

未经审核备考经调整有形资产净值

详情请参阅本招股章程附录二。

无重大不利变动

经本公司董事认为适当的充分尽职审查工作及经审慎仔细考虑后，本公司董事确认，直至本招股章程日期，除「概要—最新业务发展」所述最新发展外，自2024年3月31日（即附录一所载会计师报告所涵盖期间的截止日期）至本招股章程日期，本公司的财务或经营状况、债务、抵押、或然负债、担保或前景并无重大不利变动，且自2024年3月31日起亦无任何事件会对附录一所载会计师报告所示资料造成重大影响。

上市规则规定的披露

本公司董事确认，截至最后实际可行日期，概无任何情况须根据上市规则第13.13至13.19条作出披露。

－406－

FUTURE PLANS AND USE OF PROCEEDS FUTURE PLANS See "Business – Our Strategies" for a detailed description of our future plans. USE OF PROCEEDS Summary Assuming an Offer Price of HK$29.15 per Offer Share (being the mid-point of the Offer Price range), we estimate that we will receive net proceeds of approximately HK$985.4 million from the Global Offering after deducting the underwriting commissions and other estimated expenses in connection with the Global Offering and assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised. In line with our strategies, we intend to use our proceeds from the Global Offering for the purposes and in the amounts set forth below: •

Approximately 80.0% or HK$788.3 million will be used for our research and development over the next five years, with the detailed breakdown of the proceeds to be allocated as follows: Investments in the R&D of automotive-grade intelligent vehicle SoCs, with the breakdown by SoC:

| SoC | Allocation of the estimated use of proceeds | Chip design | Design win | Mass production | |---|---|---|---|---| | C1200 | Approximately 10.0% | 2022 | 2024 | 2025 | | A2000 | Approximately 20.0% | 2022 | 2025 | 2026 | | Next generation SoCs | Approximately 20.0% | 2025 | 2027 | 2028 |

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FUTURE PLANS AND USE OF PROCEEDS i.

Approximately 30.0% or HK$295.6 million will be used for the R&D team to develop intelligent vehicle SoCs over the next five years. We aim to attract more talents focusing on cutting-edge technologies worldwide. We will continue to recruit top scientists and engineers from around the world, as well as talents from world-class universities for product design and development. We believe that the expansion of our R&D team will greatly improve our capability in the development of intelligent vehicle SoCs and IP cores. The details of our recruitment plan are set forth as below:

| Position | Estimated number of personnel to be hired | Estimated total number of personnel to be remunerated (including existing and newly hired personnel) | Basic selection criteria | Expected years of experience | Estimated average salary per annum (RMB in millions) | |---|---|---|---|---|---| | Senior chip design engineers | 10 | 20 | • Master's degree or above • Over five years of relevant work experience • Proficient in hardware description languages and scripting languages; proficient in ASIC design tools and familiar with ASIC design flow | 5-10 | 0.6 | | Algorithm optimization engineers | 20 | 30 | • Master's degree or above in computer science, electronic information, automation, mathematics, vehicle engineering or other relevant majors • Over five years of relevant work experience • Solid programming skills and good mathematical modeling skills; familiar with commonly used tracking algorithm frameworks | 5-8 | 0.5 |

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FUTURE PLANS AND USE OF PROCEEDS

| Position | Estimated number of personnel to be hired | Estimated total number of personnel to be remunerated (including existing and newly hired personnel) | Basic selection criteria | Expected years of experience | Estimated average salary per annum (RMB in millions) | |---|---|---|---|---|---| | Compiler development engineers | 10 | 20 | • Master's degree or above in computer science, electrical engineering or other relevant majors with over three years of relevant work experience; or bachelor's degree with over five years of relevant work experience • Deep understanding of computer architecture and neural network computing; solid embedded programming skills and strong programming abilities | 3-8 | 0.5 | | ADAS algorithm engineers | 20 | 45 | • Master's degree or above in computer science, automation, electronics, or other relevant majors • Over five years of relevant work experience • Solid programming skills and knowledge base in machine learning and deep learning | 5-8 | 0.5 |

ii.

Approximately 20.0% or HK$197.1 million will be used to procure materials, tape-out services and software, for R&D of intelligent vehicle SoCs and automotive-grade IP cores. We plan to develop automotive-grade intelligent vehicle SoCs with the next-generation E/E architecture. Such reliable and scalable chips are expected to realize various smart cockpits and autonomous driving functions for future intelligent vehicles in a wide range of application scenarios. We expect to launch SoC A2000 in 2024 and continue to iterate and upgrade our intelligent vehicle SoCs thereafter, including further development and commercialization of the Wudang Series cross-domain SoCs. The details of our procurement plan are set forth as below:

| Products or services to be procured | Allocation of the estimated use of proceeds | |---|---| | Materials | Approximately 5.0% | | Tape-out services | Approximately 10.0% | | Software and IP | Approximately 5.0% |

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FUTURE PLANS AND USE OF PROCEEDS Investments in the development of intelligent vehicle support software i.

Approximately 25.0% or HK$246.4 million will be used over the next five years for the development and upgrade of our support software for intelligent vehicles, consisting of (i) a hardware driver layer which supports our various chips; (ii) software driver compatible with different operating systems, such as Linux and QNX; (iii) middleware and algorithms for a wide range of autonomous driving and smart cockpit scenarios, and (iv) toolchains for the proprietary software algorithms and applications for our customers. We intend to continue the iteration and upgrade of our software platforms and toolchains with a view to enriching an ecosystem attracting and connecting more industry participants. We expect to invest in our software and platform development team and further recruit software development personnel with extensive experiences in the industry. In addition, we plan to continue to procure systems and hardware to further improve our development platforms. The details of our recruitment plan are set forth as below:

| Position | Estimated number of personnel to be hired | |---|---| | Software engineers | 30 |

FUTURE PLANS AND USE OF PROCEEDS

| Estimated total number of personnel to be remunerated (including existing and newly hired personnel) | Basic selection criteria | Expected years of experience | Estimated average salary per annum (RMB in millions) | |---|---|---|---| | 60 | • Bachelor's degree or above in computer science, communications, electronics, automotive or other relevant majors • Over five years of relevant work experience with expertise in mass-produced chip projects | 5–10 | 0.5 |

Investments in the development of autonomous driving solutions, with the breakdown by solution:

| Solution | Allocation of the estimated use of proceeds | Expected timeframe – Algorithm development | Expected timeframe – Solution adaptation | Expected timeframe – Mass production | |---|---|---|---|---| | Next-generation V2X edge computing solution | Approximately 2.0% | 2024 Q1 | 2024 Q2 | 2024 Q3 | | Next-generation add-on adaptive safety system Patronus | Approximately 3.0% | 2024 Q1 | 2024 Q2 | 2024 Q3 |

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FUTURE PLANS AND USE OF PROCEEDS

i. Approximately 5.0% or HK$49.3 million will be used for the development of autonomous driving solutions, such as the next-generation V2X edge computing solution and the next-generation add-on adaptive safety system Patronus, over the next five years. We intend to continue the iteration and upgrade of our software platforms and toolchains with a view to enriching an ecosystem attracting and connecting more industry participants. Such proceeds will be used for our software and platform development team and continuous recruitment of software developers with extensive industry experience. Furthermore, we plan to continue to procure materials for system development and testing to further improve our products. The details of our recruitment plan are set forth as below:

| Position | Estimated number of personnel to be hired | Estimated total number of personnel to be remunerated (including existing and newly hired personnel) | Basic selection criteria | Expected years of experience | Estimated average salary per annum (RMB in millions) | |---|---|---|---|---|---| | Firmware development engineers | 5 | 5 | • Bachelor's degree or above in electronics, computer science or other relevant majors • Over three years of relevant work experience | 3–8 | 0.3 | | Software engineers | 5 | 10 | • Bachelor's degree or above in computer science, communications, electronics, automotive or other relevant majors • Over five years of relevant work experience with expertise in mass-produced chip projects | 5–10 | 0.5 | | Test engineers | 10 | 10 | • Bachelor's degree or above in automation, computer science, software, communications, vehicle engineering or other relevant majors • Over three years of relevant work experience | 3–8 | 0.3 |

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FUTURE PLANS AND USE OF PROCEEDS

• Approximately 10.0% or HK$98.5 million will be used for improvement of our commercialization capability, which includes:

i. Approximately 5.0% or HK$49.3 million will be used for sales and marketing over the next five years, including expanding our sales and service network, improving the service quality, and enhancing our brand awareness. We are committed to expanding the sales of our autonomous driving SoCs and solutions and broadening our customer base. In particular, we expect to continuously recruit more marketing and sales personnel with adequate industry knowledge. We aim to improve our service quality and facilitate the product customization to meet our customers' evolving needs for autonomous driving solutions. In addition, we expect to launch promotion campaigns and participate in exhibitions and forums to further enhance our brand awareness. Such investments in sales and marketing activities will allow us to engage more automotive OEMs and Tier 1 suppliers, expand our customer base and scale our business. The details of our recruitment plan are set forth as below:

| Position | Estimated number of personnel to be hired | Estimated total number of personnel to be remunerated (including existing and newly hired personnel) | Basic selection criteria | Expected years of experience | Estimated average salary per annum (RMB in millions) | |---|---|---|---|---|---| | Product application engineers | 5 | 15 | • Bachelor's degree or above in computer science, communications, automation, electronics, vehicle engineering or other relevant majors • Over three years of relevant work experience | 3–8 | 0.4 | | Product managers | 5 | 10 | • Bachelor's degree or above in computer science, communications, automation, electronics, vehicle engineering or other relevant majors • Over three years of relevant work experience | 3–8 | 0.4 |

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FUTURE PLANS AND USE OF PROCEEDS

ii. Approximately 5.0% or HK$49.3 million will be used for our business teams over the next five years, including operation teams and on-site customer support teams in China, as well as local support and delivery teams in Singapore, the U.S. and other geographic markets such as Europe and Japan, so as to collaborate with international customers, including international automotive OEMs and Tier 1 suppliers. We plan to recruit business professionals with rich experience in the chip industry from China and abroad. Our growing business teams will facilitate the commercialization of our chips and solutions as well as our expansion in overseas markets. The details of our recruitment plan are set forth as below:

| Position | Estimated number of personnel to be hired | Estimated total number of personnel to be remunerated (including existing and newly hired personnel) | Basic selection criteria | Expected years of experience | Estimated average salary per annum (RMB in millions) | |---|---|---|---|---|---| | Operations personnel | 15 | 15 | • Bachelor's degree or above • Over three years of relevant work experience | 3–5 | 0.3 | | Customer field support & delivery personnel | 15 | 15 | • Bachelor's degree or above • Over three years of relevant work experience | 3–5 | 0.3 |

• Approximately 10.0% or HK$98.5 million will be used for working capital and general corporate purposes, in particular for procuring inventories for mass production of our SoCs.

FUTURE PLANS AND USE OF PROCEEDS

如果我们的发展计划中的任何部分因政府政策变化导致我们的任何项目的开发不可行，或发生不可抗力事件等原因而未能按计划推进，我们将仔细评估情况，并可能重新分配全球发售所得款项净额。

在全球发售所得款项净额不能立即用于上述用途的范围内，我们将仅将未使用的所得款项净额存入持牌商业银行和/或其他授权金融机构（定义见证券及期货条例或其他司法管辖区的适用法律法规）的短期计息账户。

If any part of our development plan does not proceed as planned for reasons such as changes in government policies that would render the development of any of our projects not viable, or the occurrence of force majeure events, we will carefully evaluate the situation and may reallocate the net proceeds from the Global Offering.

To the extent that the net proceeds of the Global Offering are not immediately used for the purposes described above, we will only deposit the unused net proceeds into short-term interest-bearing accounts at licensed commercial banks and/or other authorized financial institutions (as defined under the SFO or applicable laws and regulations in other jurisdictions).

– 414 –

UNDERWRITING

承销商

香港承销商 中国国际资本股份有限公司香港证券有限公司 华泰金融控股（香港）有限公司 建银国际资本有限公司 中银国际亚洲有限公司 里昂证券有限公司 广发证券（香港）经纪有限公司 富途证券国际（香港）有限公司 老虎证券（香港）环球有限公司

承销安排

香港公开发售已由香港承销商以有条件方式包销。国际发售预期将由国际承销商全面包销。

全球发售包括最初1,850,000股香港发售股份的香港公开发售，以及最初35,150,000股国际发售股份的国际发售，在各情况下，均须视乎"全球发售结构"一节所述的重新分配，以及（就国际发售而言）发售规模调整权及超额配股权而定。

承销安排及费用

香港公开发售

香港承销协议

根据香港承销协议，本公司向香港公众提呈认购最初1,850,000股香港发售股份，须按照本招股说明书所载条款及条件及发售价进行。

在(a)联交所批准将全球发售项下已发行及将予发售的股份上市及买卖，且该批准未被撤销，及(b)香港承销协议所载若干其他条件获得满足的前提下，香港承销商已各自（而非共同）同意认购或寻找认购人认购香港公开发售中未获认购的各自适用比例的香港发售股份，并须按照本招股说明书及香港承销协议所载条款及条件进行。香港承销协议须待（其中包括）国际承销协议已经签署、已成为无条件且未根据其条款遭终止后方可作实。

– 415 –

承销

就香港公开发售申请人而言，本招股说明书载有香港公开发售的条款及条件。国际发售预期将由国际承销商全面包销。

终止理由

香港承销商根据香港承销协议认购或寻找认购人认购香港发售股份的责任须受终止条款约束。若在联交所开始买卖股份当日上午8时之前任何时间发生下列情况：

(i) 发生、出现、存在或生效以下情况：

(a) 任何不可抗力性质的事件或一系列事件（包括但不限于任何政府行为、宣布地方性、全国性、区域性或国际性紧急状态或战争、灾难、危机、流行病、疫症、疾病爆发、升级、不利突变或恶化（包括但不限于新冠肺炎及相关变种、严重急性呼吸系统综合症（非典型肺炎）、猪流感或禽流感、H5N1、H1N1、H7N9、埃博拉病毒、中东呼吸综合症及相关╱变异形式）、飞机碰撞、制裁、罢工、停工、其他工业行动、火灾、爆炸、洪水、地震、海啸、火山爆发、民乱、暴动、叛乱、公共秩序混乱、战争行为、敌对行动爆发或升级（不论是否宣战）、天灾、恐怖袭击（不论是否有人声称负责）、政府运作瘫痪、交通中断或延误），发生于或影响开曼群岛、英属维尔京群岛、香港、中国、美国、英国、欧盟（或其任何成员国）、新加坡及日本或与本集团相关的任何其他司法管辖区（各为"相关司法管辖区"，统称"相关司法管辖区"）；

(b) 任何相关司法管辖区的地方性、全国性、区域性或国际性金融、经济、政治、军事、工业、税务、法律、财政、监管、货币、信贷或市场事务或状况、股票证券或外汇管制或任何货币或交易结算系统或其他金融市场（包括但不限于股票及债券市场、货币及外汇市场、银行同业市场及信贷市场的状况）或外商投资法规（包括但不限于美元、港元或人民币兑任何外币贬值、港元与美元挂钩或人民币与任何一种或多种外币挂钩的制度出现变化，或实施任何外汇管制）发生变化或出现可能导致预期变化的发展，或任何事件、情况或一系列事件可能导致上述变化或发展，影响发售股份的投资；

(c) 联交所、纽约证券交易所、纳斯达克全球市场、伦敦证券交易所、东京证券交易所、上海证券交易所或深圳证券交易所的证券交易暂停或受到限制（包括但不限于实施任何最低或最高价格限制或价格范围）；

(d)

any statement contained in this Prospectus, in the Application Forms, or in any formal notice or announcement 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) was, when it was issued, or has become, untrue, incorrect, incomplete or misleading in any material respect, or that anything has been omitted from this Prospectus which is necessary to make the statements therein not materially misleading; or

(b)

any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of this Prospectus, constituted a material omission from or a material misrepresentation in this Prospectus; or

(c)

any of the representations, warranties or undertakings given by the Company in the Hong Kong Underwriting Agreement was, when given, or has become, false, untrue, incorrect, incomplete or misleading in any material respect; or

(d)

the Company is in material breach of any of the obligations, undertakings or agreements of the Company under the Hong Kong Underwriting Agreement.

– 418 –

UNDERWRITING

any statement contained in Hong Kong Public Offering Documents, the Disclosure Package, the Preliminary Offering Circular, the Final Offering Circular, the Formal Notice, the HK Information Packs (as defined in the Hong Kong Underwriting Agreement), and/or any notices, announcements, advertisements, communications or other documents (including any announcement, circular, document or other communication pursuant to the Hong Kong Underwriting Agreement) issued or used by or on behalf of the Company in connection with the Global Offering (including any supplement or amendment thereto (the "Offer Related Documents") was, when it was issued, or has become, untrue, incorrect, inaccurate or incomplete in any material respects or misleading or deceptive, or that any estimate, forecast, expression of opinion, intention or expectation contained in any of such documents is not fair and honest and based on reasonable grounds or reasonable assumptions;

(b)

any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of this Prospectus, constitute a material omission from, or misstatement in, any of the Offer Related Documents;

(c)

there is a breach of, or any event or circumstance rendering untrue, incorrect, incomplete or misleading in any respect, any of the warranties given by the Warrantors in the Hong Kong Underwriting Agreement or the International Underwriting Agreement (including any supplement or amendment thereto), as applicable;

(d)

there is a breach of any of the obligations imposed upon any party (other than the Underwriters) to the Hong Kong Underwriting Agreement or the International Underwriting Agreement (including any supplement or amendment thereto), as applicable;

(e)

there is an event, act or omission which gives or is likely to give rise to any liability of any of the Warrantors pursuant to the indemnities given by any of them under the Hong Kong Underwriting Agreement or the International Underwriting Agreement, as applicable;

(f)

there is any material adverse change, or any development involving a prospective material adverse change, in the assets, liabilities, general affairs, business, management, prospects, shareholders' equity, profits, losses, earnings, solvency, liquidity position, funding, results of operations, performance, position or condition, financial, operational or otherwise, of the Group as a whole;

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承销 (g)

the approval of the Listing Committee of the listing of, and permission to deal in, the Shares in issue and to be issued or sold pursuant to the Global Offering (including pursuant to any exercise of the Over-allotment Option and the Offer Size Adjustment Option), other than subject to customary conditions, on or before the date of the Listing, or if granted, the approval is subsequently withdrawn, cancelled, qualified (other than by customary conditions), revoked or withheld;

(h)

any person (other than the Joint Sponsors) has withdrawn its consent to the issue of this Prospectus with the inclusion of its reports, letters and/or legal opinions (as the case may be) and references to its name included in the form and context in which it respectively appears;

(i)

the Company withdraws the Prospectus (and/or any other documents issued or used in connection with the Global Offering), or the Global Offering;

(j)

there is a prohibition on the Company for whatever reason from offering, allotting, issuing or selling any of the Offer Shares (including pursuant to any exercise of the Over-allotment Option and the Offer Size Adjustment Option) pursuant to the terms of the Global Offering;

(k)

any Director or member of senior management of the Company is being charged with an indictable offence or is prohibited by operation of law or otherwise disqualified from taking part in the management of a company or there is the commencement by any governmental, political or regulatory body of any investigation or other action against any Director or member of senior management of the Company in his or her capacity as such or any member of the Group or the Single Largest Shareholder or an announcement by any governmental, political or regulatory body that it intends to commence any such investigation or take any such action; or

(l)

a material portion of the orders placed or confirmed in the bookbuilding process, or of the investment commitments made by any cornerstone investors under agreements signed with such cornerstone investors, have been withdrawn, terminated or cancelled,

then the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) may, in their absolute discretion and upon giving notice orally or in writing to the Company, terminate the Hong Kong Underwriting Agreement with immediate effect.

– 420 –

承销 根据《上市规则》向联交所作出的承诺

公司的承诺

根据《上市规则》第10.08条，本公司已向联交所承诺，自上市日期起六个月内，除以下情况外，不得发行或签订协议发行任何额外股份或可转换为股份的证券（无论是否属于已上市的类别）（无论该等股份或证券的发行是否将于上市日期起六个月内完成）：

(a)

根据《上市规则》第17章项下的股份期权计划，发行联交所已批准上市的股份；

(b)

任何资本化发行、减资或合并或分拆股份；

(c)

根据全球发售（包括行使发售规模调整选项及超额配股权）发行股份或证券；及

(d)

《上市规则》第10.08条规定的任何其他适用情况。

UNDERWRITING

山先生、关键人士及探路者策略性投资者的承诺

根据《上市规则》第18C.13及18C.14条，山先生、公司的关键人士及探路者策略性投资者（包括北极光策略性投资者及海松策略性投资者）以及各自的紧密联系人（如"历史及公司架构——禁售期"一节所述），已向联交所及本公司承诺，除根据全球发售（包括发售规模调整权及超额配股权）外，彼等不会在以下期间（除非获《上市规则》第18C.15条另行许可）：自本招股章程披露其持股量之日起至上市日期后12个月（就探路者策略性投资者而言为6个月）届满之日止的期间内，出售本招股章程所示其实益拥有的任何股份，或订立任何协议出售上述股份，或就上述股份另行创设任何期权、权利、权益或产权负担。

《上市规则》第18C.14条附注2规定，上述承诺不阻止上述人士将其实益拥有的股份作为抵押品（包括押记或质押），向获授权机构（定义见香港法例第155章《银行业条例》）提供真诚商业贷款。

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UNDERWRITING

此外，根据《上市规则》第18C.14条附注2，上述每位人士已向联交所及本公司承诺，在自本招股章程披露其持股量之日起至上市日期后12个月（就探路者策略性投资者而言为6个月）届满之日止的期间内：

(a) 当其为取得真诚商业贷款而向获授权机构（定义见香港法例第155章《银行业条例》）质押或押记其实益拥有的任何股份时，须立即通知本公司及联交所有关质押或押记的详情及所质押或押记的股份数目；及

(b) 当其收到质押权人或押记权人（无论以口头或书面方式）表示将出售任何已质押或押记股份的迹象时，须立即通知本公司及联交所有关迹象。

如本公司获上述人士通知上述事宜（如有），本公司将立即通知联交所，并于获悉后尽快披露相关事宜。

根据香港包销协议作出的承诺

公司的承诺

本公司已向各联席保荐人、联席保荐人兼整体协调人、联席整体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、银团资本市场中介机构及香港包销商承诺，除根据全球发售（包括根据超额配股权及发售规模调整权）外，在香港包销协议签订日期后直至上市日期起计六个月届满之日（含该日）（"首个六个月期间"）的任何时间内，未经联席保荐人及联席保荐人兼整体协调人（为其自身及代表香港包销商）事先书面同意，且除非符合《上市规则》的规定，否则本公司不会：

(i) 配发、发行、回购、出售、接受认购、要约配发、发行、回购或出售、订约或同意配发、发行、回购或出售、抵押、押记、质押、设定抵押权、借出、授予或出售任何购买或认购本公司证券的期权、认股权证、合约或权利、授予或购买任何要求配发、发行、回购或出售的期权、认股权证、合约或权利，或以其他方式转让或处置，或就本公司任何股本证券或上述任何证券权益（包括但不限于可转换为本公司证券或可兑换为本公司证券或可行使以购买本公司证券或代表接收本公司证券权利的任何证券，或购买本公司任何证券的任何认股权证或其他权利）的任何法定或实益权益，创设产权负担（"产权负担"），或同意转让、处置或创设产权负担，无论直接或间接、有条件或无条件；或将本公司任何股本证券存入存管机构以发行存托凭证；或

— 422 —

UNDERWRITING (ii) 订立任何掉期或其他安排，将本公司任何股权证券或上述任何权益（包括但不限于可转换为、可兑换或可行使为或代表收取本公司任何证券的权利的任何股权证券，或购买本公司任何证券的任何认股权证或其他权利）的任何经济后果（法律上或实益上）全部或部分转让予他人；或

(iii) 订立与上文(i)或(ii)所述任何交易具有相同经济效果的任何交易；或

(iv) 要约或同意进行上述任何事项，或宣布有意进行上述任何事项，

在各情况下，无论上述任何交易是否以交付该等证券、以现金或其他方式结算（无论该等证券的发行是否将于首个六个月期间内完成）。倘若本公司在首个六个月期间届满后紧接的六个月期间（「第二个六个月期间」）内的任何时间订立上文(i)、(ii)或(iii)所指明的任何交易，或要约或同意或宣布有意进行任何该等交易，本公司须采取一切合理步骤，以确保其不会在股份或本公司任何其他证券中造成无秩序或虚假市场。

最大单一股东已向各联席保荐人、联席保荐人-整体协调人、联席整体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、银团资本市场中介机构及香港包销商承诺，促使本公司遵守本文所载的承诺。

最大单一股东的承诺

最大单一股东已向各联席保荐人、联席保荐人-整体协调人、联席整体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、银团资本市场中介机构及香港包销商承诺，在未事先获得联席保荐人及联席保荐人-整体协调人（为其自身及代表香港包销商）书面同意，且须符合上市规则的规定，但股份借贷协议所载者除外：

(i) 彼不会，且将促使其相关登记持有人或相关联属公司、紧密联系人或受其控制的公司或投票信托协议项下的相关委托股东，于香港包销协议日期起至上市日期后12个月（包含该日）止的期间内（「12个月期间」），(a) 出售、要约出售、订约或同意出售、按揭、抵押、质押、设定质押、借出、授予或出售任何期权、认股权证、合约或购买权利、授予或购买任何期权、认股权证、合约或出售权利，或以其他方式转让或处置或就其设定产权负担，或同意转让或处置或就其设定产权负担，直接或间接，

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UNDERWRITING

有条件地或无条件地，转让公司任何股份或其他证券或其中任何法律或实益权益（包括但不限于任何可转换为或可交换为或可行使换取或代表权利以收取公司股份或其他证券的证券，或任何认购公司股份或其他证券的认股权证或其他权利）（其及代理股东实益拥有的上述证券统称"锁定证券"）；或 (b) 订立任何互换或其他安排，将任何锁定证券拥有权的经济利益之全部或部分转让予他人；或 (c) 订立与上文 (a) 或 (b) 项所述任何交易具有相同经济效果的任何交易；或 (d) 要约或签订合约或同意，或公开宣布有意订立上文 (a)、(b) 或 (c) 项所述任何交易，在各情况下，无论上文 (a)、(b) 或 (c) 项所述任何交易是否以交付公司股份或其他证券、以现金或其他方式结算（无论公司该等股份或其他证券的发行是否将于12个月期间内完成）；及

(ii) 在不限制上述内容的情况下，于香港包销协议签署日期之后至上市日期后12个月届满之日（含该日）的任何时间，其将，并将促使代理股东，(a) 一旦其或相关登记持有人就任何锁定证券设定质押或押记，立即以书面形式通知公司该质押或押记及所质押或押记的锁定证券数目；及 (b) 一旦其或相关登记持有人收到任何质权人或押记权人关于将处置任何已质押或已押记锁定证券的任何口头或书面迹象，立即以书面形式通知公司该等迹象。

但上述承诺不妨碍 (a) 单先生以锁定证券作为抵押品（包括押记或质押）向授权机构（定义见香港法例第155章《银行业条例》）取得真实商业贷款；及 (b) 根据借股协议出借股份。

公司已承诺，收到单先生的书面通知后，将尽快（若上市规则要求）通知联交所并以公告形式就该等资料作出公开披露。

弥偿

本公司已同意向联席保荐人、联席总体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、银团资本市场中介及香港包销商（其中包括）就其可能蒙受的若干损失作出弥偿，包括因其根据香港包销协议履行义务而产生的损失，以及（视情况而定）因本公司违反香港包销协议而产生的损失。

— 424 —

UNDERWRITING

香港包销商于本公司的权益

除香港包销协议项下的义务外，香港包销商概无持有本公司任何股权，亦无任何（不论法律上是否可强制执行的）认购本公司证券或提名他人认购本公司证券的权利或购股权。

全球发售完成后，香港包销商及其联属公司或会因履行香港包销协议项下的义务而持有若干股份。

国际发售

就国际发售而言，预期本公司将于价格厘定日与国际包销商订立国际包销协议。根据国际包销协议，并在发售规模调整权及超额配股权的规限下，国际包销商将（受制于其中所载若干条件）各自而非共同同意认购或购买，或招募认购人或购买人认购或购买其各自相应比例的国际发售股份（即国际发售项下未获认购的国际发售股份）。请参阅"全球发售的结构——国际发售"。

超额配股权

预期本公司将向国际包销商授出超额配股权，由联席保荐人-总体协调人代表国际包销商于香港公开发售截止申请日后30天期间内（即截至2024年9月4日星期三止）行使，以要求本公司发行及配发合共最多5,550,000股额外发售股份（假设发售规模调整权完全未获行使，相当于全球发售初步提供的发售股份的约15%），或6,382,500股额外发售股份（假设发售规模调整权获全面行使，相当于全球发售初步提供的发售股份的约15%），以发售价发行，以弥补国际发售的超额分配（如有）。预期国际包销协议可在与香港包销协议相似的情况下终止。潜在投资者应注意，若国际包销协议未能订立或遭终止，全球发售将不会进行。请参阅"全球发售的结构——国际发售——超额配股权"。

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UNDERWRITING Commissions and Expenses All Capital Market Intermediaries participating in the Global Offering will receive an underwriting commission equivalent to 2.50% of the aggregate Offer Price payable in respect of all of the Offer Shares (including any Offer Shares which may be issued pursuant to the exercise of the Over-allotment Option and the Offer Size Adjustment Option) (the "Gross Proceeds") and an additional discretionary incentive fee, in the Company's sole discretion, up to US$1 million, assuming that the Over-allotment Option and the Offer Size Adjustment Option are not exercised and the Gross Proceeds are US$138.1 million, which is based on an Offer Price of HK$29.15 per Offer Share, being the mid-point of the Offer Price range. Assuming the discretionary fee is paid in full, the ratio of the fixed fee and discretionary fee payable to all Capital Market Intermediaries is approximately 60:40, assuming an Offer Price of HK$29.15 per Offer Share, being the mid-point of the Offer Price range and that the Offer Size Adjustment Option and the Over-allotment Option are not exercised. For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the Company will pay the underwriting commission for such Shares to the International Underwriters (but not the Hong Kong Underwriters). The aggregate amount of sponsor fee payable by the Company to the Joint Sponsors is US$1,000,000. The aggregate underwriting commissions and fees together with the Stock Exchange listing fees, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee, legal and other professional fees and printing and all other expenses relating to the Global Offering are estimated to be approximately HK$91.1 million (assuming an Offer Price of HK$29.15 per Offer Share (which is the mid-point of the Offer Price range), the full payment of the Discretionary Fees and the Over-allotment Option and the Offer Size Adjustment Option are fully exercised) and will be paid by the Company. Over-Allotment and Stabilization Details of the arrangements relating to the Over-Allotment Option and stabilization are set forth in the section headed "Structure of the Global Offering." INDEPENDENCE OF THE JOINT SPONSORS The Joint Sponsors satisfy the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.

– 426 –

UNDERWRITING ACTIVITIES BY SYNDICATE MEMBERS The Underwriters of the Hong Kong Public Offering and the International Offering (together, the "Syndicate Members") and their affiliates may each individually undertake a variety of activities (as further described below) which do not form part of the underwriting or stabilizing process. The Syndicate Members and their affiliates are diversified financial institutions with relationships in countries around the world. These entities engage in a wide range of commercial and investment banking, brokerage, funds management, trading, hedging, investing and other activities for their own account and for the account of others. In the ordinary course of their various business activities, the Syndicate Members and their respective affiliates may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers. Such investment and trading activities may involve or relate to assets, securities and/or instruments of 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 connection with the Group's loans and other debt. In relation to the Shares, those activities could include acting as agent for buyers and sellers of the Shares, entering into transactions with those buyers and sellers in a principal capacity, including as a lender to initial purchasers of the Shares (which financing may be secured by the Shares) in the Global Offering, proprietary trading in the Shares, and entering into over the counter or listed derivative transactions or listed and unlisted securities transactions (including issuing securities such as derivative warrants listed on a stock exchange) which have as their underlying assets, assets including the Shares. Those activities may require hedging activity by those entities involving, directly or indirectly, the buying and selling of the Shares. All such activities could occur in Hong Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates holding long and/or short positions in the Shares, in baskets of securities or indices including the Shares, in units of funds that may purchase the Shares, or in derivatives related to any of the foregoing. In relation to issues by Syndicate Members or their affiliates of any listed securities having the Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange, the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to act as a market maker or liquidity provider in the security, and this will also result in hedging activity in the Shares in most cases. All such activities may occur both during and after the end of the stabilizing period described in "Structure of the Global Offering." Such activities may affect the market price or value of the Shares, the liquidity or trading volume in the Shares and the volatility of the price of the Shares, and the extent to which this occurs from day to day cannot be estimated.

– 427 –

UNDERWRITING It should be noted that when engaging in any of these activities, the Syndicate Members will be subject to certain restrictions, including the following: (a)

全球发售架构

全球发售

本招股章程乃就香港公开发售作为全球发售的一部分而刊发。中国国际资本股份有限公司香港证券有限公司、华泰金融控股（香港）有限公司及建银国际融资有限公司为全球发售的联席总协调人。

全球发售项下将提供37,000,000股发售股份，包括：

(a) 香港公开发售1,850,000股股份（须遵守重新分配及发售规模调整选择权的规定），详情载于下文"－香港公开发售"一节；及

(b) 国际发售合共初步35,150,000股股份（须遵守重新分配、发售规模调整选择权及超额配股权的规定），根据S规例在美国境外进行，详情载于下文"－国际发售"一节。

投资者可：

(a) 根据香港公开发售申请香港公开发售股份；或

(b) 根据国际发售申请或表示有意认购国际发售股份，惟不得同时进行两者。

假设发售规模调整选择权及超额配股权均未获行使，发售股份将占全球发售完成后即时已发行股份总数约6.50%。倘发售规模调整选择权及超额配股权获全数行使，发售股份将占全球发售完成后即时已发行股份总数约8.42%。

香港公开发售

初步提呈发售的发售股份数目

本公司初步向香港公众提呈认购1,850,000股发售股份，发售价为发售价格，占全球发售项下初步可供认购发售股份总数的5%。香港公开发售项下发售的股份数目（须遵守国际发售与香港公开发售之间任何发售股份调整的规定），假设发售规模调整选择权及超额配股权均未获行使，将占全球发售完成后即时已发行股份总数约0.33%。

– 429 –

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联交所成员（稳定价格经办人透过其联属公司或任何代其行事的人士除外）在分销发售股份时，不得进行任何交易（包括发行或订立任何与发售股份相关的期权或其他衍生产品交易），无论是在公开市场或以其他方式进行，以期将任何发售股份的市场价格稳定或维持于公开市场上可能出现的水平以外的水平；及

(b) 联交所成员必须遵守所有适用法律法规，包括《证券及期货条例》中有关市场失当行为的条文，包括禁止内幕交易、虚假交易、操控价格及操控股票市场的条文。

部分联交所成员或其各自的联属公司不时已向本公司及本公司联属公司提供投资银行及其他服务，并预期将来亦会继续提供，该等联交所成员或其各自的联属公司已就此收取或将会收取惯常费用及佣金。

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STRUCTURE OF THE GLOBAL OFFERING

The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional and professional investors. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities which regularly invest in shares and other securities.

Completion of the Hong Kong Public Offering is subject to the conditions as set out in the paragraph headed "– Conditions of the Global Offering" below.

Allocation

Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based solely on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by applicants. Such allocation could, where appropriate, consist of balloting, which would mean that some applicants may receive a higher allocation than others who have applied for the same number of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not receive any Hong Kong Offer Shares.

For allocation purposes only, the total number of the Offer Shares initially available under the Hong Kong Public Offering (after taking account of any reallocation referred to below) is to be divided into two pools (with any odd lots being allocated to pool A), pool A (being an aggregate of 925,000 Shares) and pool B (being an aggregate of 925,000 Shares). 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 (excluding the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable) or less. 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 the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable) and up to the total value in pool B. Investors should be aware that applications in pool A and applications in pool B may receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are undersubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose of this paragraph only, the "price" for the Offer Shares means the price payable on application therefore (without regard to the Offer Price as finally determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either pool A or pool B but not from both pools. Multiple or suspected multiple applications and any application for more than 925,000 Hong Kong Offer Shares, being 50% of the 1,850,000 Hong Kong Offer Shares initially available under the Hong Kong Public Offering are liable to be rejected.

– 430 –

STRUCTURE OF THE GLOBAL OFFERING

Reallocation and Clawback

The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering is subject to reallocation. Paragraph 4.2 of Practice Note 18 and 18C.09 of the Listing Rules requires a clawback mechanism to put in place which would have the effect of increasing 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 certain prescribed total demand levels are reached ("Mandatory Reallocation"):

(a) 1,850,000 Offer Shares available in the Hong Kong Public Offering, representing 5% of the Offer Shares initially available under the Global Offering;

in the event that the International Offer Shares are fully subscribed or oversubscribed

(b) if the number of Offer Shares validly applied for under the Hong Kong Public Offering represents 10 times or more but less than 50 times the number of Offer Shares initially available for subscription under the Hong Kong Public Offering, then the Offer Shares will be reallocated to the Hong Kong Public Offering from the International Offering such that the total number of Offer Shares initially available under the Hong Kong Public Offering will be 3,700,000 Offer Shares, representing 10.00% of the Offer Shares initially available under the Global Offering; and

(c) if the number of Offer Shares validly applied for under the Hong Kong Public Offering represents 50 times or more of Offer Shares initially available for subscription under the Hong Kong Public Offering, then the Offer Shares will be reallocated to the Hong Kong Public Offering from the International Offering such that the total number of Offer Shares initially available under the Hong Kong Public Offering will be 7,400,000 Offer Shares, representing 20.00% of the Offer Shares initially available under the Global Offering.

全球发售架构

在每种情况下，重新分配至香港公开发售的额外发售股份将在甲组与乙组之间进行分配，并以联席保荐人-整体协调人认为适当的方式相应减少分配予国际发售的发售股份数目。此外，联席保荐人-整体协调人可将发售股份由国际发售重新分配至香港公开发售，以满足香港公开发售项下的有效申请。

除可能须进行的强制性重新分配外，联席保荐人-整体协调人（代表其本身及各包销商）及联席保荐人可酌情将原本分配予国际发售的发售股份重新分配至香港公开发售，以满足香港公开发售项下甲组及乙组的有效申请。倘若（i）国际发售股份认购不足，而香港公开发售股份获足额认购或超额认购（无论超额认购倍数如何）；或（ii）国际发售股份获足额认购或超额认购，而香港公开发售股份的认购倍数超额认购不足香港公开发售初步可供认购香港发售股份数目的10倍，且发售价将定于指示性发售价范围的下限（即每股28.00港元），则最多1,850,000股发售股份可由国际发售重新分配至香港公开发售，使香港公开发售项下可供认购的发售股份总数增至3,700,000股，占全球发售初步可供认购发售股份总数（假设发售规模调整权未获行使，且超额配股权未获行使前）的10.00%，并依照联交所发出的《新上市申请人指引》第4.14章执行。

在香港公开发售中发售的发售股份与在国际发售中发售的发售股份，在某些情况下可由联席保荐人-整体协调人酌情在上述发售之间重新分配。

申请

香港公开发售项下的每名申请人须在其提交的申请中作出承诺及确认，声明其本人及其代为申请的任何人士并未申请或认购，或表示有意认购国际发售项下的任何发售股份，且将来亦不会申请或认购，或表示有意认购国际发售项下的任何发售股份。倘该承诺及╱或确认遭违反及╱或失实（视情况而定），或申请人已获或将会获分配国际发售项下的国际发售股份，则该申请人的申请可能遭拒绝。

股份于联交所上市由联席保荐人保荐。

香港公开发售项下的申请人在提出申请时（视乎申请渠道），可能须按每股发售股份最高发售价30.30港元缴付款项，以及缴付每股发售股份应付的经纪佣金、证监会交易征费、联交所交易费及会计及财务汇报局交易征费。倘按以下「– 全球发售定价」一段所述方式最终厘定的发售价低于每股30.30港元的最高发售价，则将向成功申请人退还相应差额（包括就超额申请款项所付的经纪佣金、证监会交易征费、联交所交易费及会计及财务汇报局交易征费）（视乎申请渠道），且不计利息。详情载于下文「如何申请香港发售股份」一节。

本招股章程中提及的申请、申请款项或申请程序，均仅与香港公开发售相关。

– 432 –

STRUCTURE OF THE GLOBAL OFFERING THE INTERNATIONAL OFFERING Number of Offer Shares Initially Offered Subject to reallocation as described above, the International Offering will consist of an offering of initially 35,150,000 Shares, representing 95% of the total number of Offer Shares initially available under the Global Offering and approximately 6.18% of the total Shares in issue immediately after the completion of the Global Offering, assuming the Offer Size Adjustment Option and the Over-Allotment Option are not exercised. Allocation The International Offering will include selective marketing of Offer Shares to institutional and professional investors and other investors anticipated to have a sizeable demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States only in reliance on Regulation S. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities which regularly invest in shares and other securities. Allocation of Offer Shares pursuant to the International Offering will be effected in accordance with the "book-building" process described in the paragraph headed "– Pricing of the Global Offering" below and based on a number of factors, including the level and timing of demand, the total size of the relevant investor's invested assets or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely to buy further Offer Shares, and/or hold or sell its Offer Shares, after the Listing. Such allocation is intended to result in a distribution of the Offer Shares on a basis which would lead to the establishment of a solid professional and institutional shareholder base to the benefit of the Company and the Shareholders as a whole. In addition, pursuant to Rule 18C.08 of the Listing Rules, at least 50% of the total number of shares offered in the Global Offering (including any shares to be issued pursuant to the exercise of the Offer Size Adjustment Option but excluding any shares to be issued pursuant to the exercise of the Over-allotment Option) will be taken up by independent price setting investors, as defined under the Listing Rules, in the International Offering. The Joint Overall Coordinators (on behalf of the Underwriters) may require any investor who has been offered the Offer Shares under the International Offering, and who has made an application under the Hong Kong Public Offering to provide sufficient information to the Joint Overall Coordinators so as to allow them to identify the relevant application under the Hong Kong Public Offering and to ensure that it is excluded from any application of Offer Shares under the Hong Kong Public Offering.

– 433 –

STRUCTURE OF THE GLOBAL OFFERING Reallocation and Clawback The total number of Offer Shares to be issued or sold pursuant to the International Offering may change as a result of, amongst others, the clawback arrangement described in the paragraph headed "– The Hong Kong Public Offering – Reallocation and Clawback" above, the exercise of the Offer Size Adjustment Option and/or the Over-Allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offering. OFFER SIZE ADJUSTMENT OPTION In connection with the Global Offering, the Company has the Offer Size Adjustment Option under the Hong Kong Underwriting Agreement. The Offer Size Adjustment Option provides flexibility to increase the number of Offer Shares available for purchase under the Global Offering to cover additional market demand, if any. The Offer Size Adjustment Option may be exercised by the Company after consultation with the Joint Sponsor-Overall Coordinators and the Joint Sponsors on or before the Price Determination and will expire upon execution of the International Underwriting Agreement and the Price Determination Agreement. Under the Offer Size Adjustment Option, the Company may issue any number of Shares up to an aggregate of 5,550,000 additional Offer Shares at the Offer Price. These Offer Size Adjustment Option Shares, if any, will be allocated in such manner as closely as practicable to maintain the proportionality between the Hong Kong Public Offering and the International Offering following the application of the clawback arrangement described in "- Reallocation and Clawback" in this section and the Joint Sponsor-Overall Coordinators shall allocate new Shares to be offered by the Company pursuant to the International Offering to the Hong Kong Public Offering in order to maintain such proportionality and the relevant number of Offer Size Adjustment Option Shares shall be allocated to the International Offering to maintain such proportionality. If the Offer Size Adjustment Option is exercised in full, the Offer Size Adjustment Option Shares to be issued pursuant thereto will represent approximately 0.97% of our issued share capital immediately following the completion of the Global Offering (assuming the Overallotment Option is not exercised) and the exercise of the Offer Size Adjustment Option.

– 434 –

STRUCTURE OF THE GLOBAL OFFERING The dilution effect of the Offer Size Adjustment Option (assuming the Over-allotment Option is not exercised) is set out below:

| Number of Shares issued under the Global Offering before the exercise of the Offer Size Adjustment Option ("Original Subscribers") | Approximate percentage of total issued share capital held by the Original Subscribers before the exercise of the Offer Size Adjustment Option | Number of Shares issued under the Global Offering after the exercise of the Offer Size Adjustment Option | Approximate percentage of the total issued share capital held by the Original Subscribers after the exercise of the Offer Size Adjustment Option | |---|---|---|---| | 37,000,000 | 6.50% | 42,550,000 | 6.44% |

发售规模调整权不会用于价格稳定目的，亦不受《证券及期货（价格稳定）规则》（香港法例第571W章）条款的约束。发售规模调整权为超额配股权以外的额外权利。

本公司将于配发结果公告中披露发售规模调整权是否已获行使及行使程度，或确认若发售规模调整权于价格厘定日前尚未获行使，则其将失效且不得于日后任何时间行使。

**超额配股权**

就全球发售而言，本公司预期向国际包销商授予超额配股权，可由联席保荐人-整体协调人代表国际包销商行使。

根据超额配股权，国际包销商有权由联席保荐人-整体协调人（代表国际包销商）于上市日期起至香港公开发售申请截止日期后30日届满前的任何时间行使，要求本公司发行及配发合共最多5,550,000股额外发售股份（假设发售规模调整权未获行使），占发售股份的15%，或6,382,500股额外发售股份（假设发售规模调整权获全额行使），占发售股份的15%，按国际发售项下每股发售股份相同价格以弥补国际发售中的超额分配（如有）。若超额配股权获全额行使且发售规模调整权未获行使，则额外发售股份将约占全球发售完成及超额配股权行使后本公司已发行股份总数的0.97%。若发售规模调整权未获行使而超额配股权获全额行使，则据此发行的额外发售股份将约占全球发售完成及超额配股权行使后本公司已发行股本的0.97%。若发售规模调整权及超额配股权均获全额行使，则根据超额配股权发行的额外发售股份将约占全球发售完成及超额配股权行使后本公司已发行股本的1.10%。如超额配股权获行使，将予以公告。

－435－

no stabilizing action is permitted after the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering;

(e)

stabilizing bids or transactions and the establishment of long positions as a result thereof may have the effect of preventing or retarding a decline in the market price of the Shares; consequently, the market price of the Shares may be higher than the price that would otherwise prevail; and

(f)

stabilizing bids or transactions referred to in (e) above conducted in Hong Kong will be reported to the Stock Exchange and made available to the public in accordance with the Securities and Futures (Price Stabilizing) Rules.

GLOBAL OFFERING STRUCTURE

STABILIZATION

Stabilization is a practice used by underwriters in some markets to facilitate the distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market, during a specified period of time, to retard and, if possible, prevent, a decline in the market price of the securities below the offer price. Such transactions may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the offer price.

In connection with the Global Offering, the Stabilizing Manager through its affiliates or any person acting for it, on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing transactions with a view to stabilizing or maintaining the market price of the Shares for a limited period after the Listing Date at a level higher than that which might otherwise prevail in the open market. Short sales involve the sale by the Stabilizing Manager through its affiliates of a greater number of Shares than the Underwriters are required to purchase in the Global Offering. "Covered" short sales are sales made in an amount not greater than the Over-Allotment Option. The Stabilizing Manager through its affiliates may close out the covered short position by either exercising the Over-Allotment Option to purchase additional Shares or purchasing Shares in the open market. In determining the source of the Shares to close out the covered short position, the Stabilizing Manager through its affiliates will consider, among others, the price of Shares in the open market as compared to the price at which they may purchase additional Shares pursuant to the Over-Allotment Option. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Shares while the Global Offering is in progress. Any market purchases of the Shares may be effected on any stock exchange, including the Stock Exchange, any over-the-counter market or otherwise, provided that they are made in compliance with all applicable laws and regulatory requirements. However, there is no obligation on the Stabilizing Manager through its affiliates or any person acting for it to conduct any such stabilizing action, which if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager through its affiliates or any person acting for it, (b) may be discontinued at any time, and (c) is required to be brought to an end within 30 days after the last day for the lodging of applications under the Hong Kong Public Offering. The number of the Shares that may be over-allocated will not exceed the number of the Shares that may be sold and transferred pursuant to the exercise of the Over-Allotment Option, namely, 5,550,000 Offer Shares (assuming the Offer Size Adjustment Option is not exercised) or 6,382,500 additional Offer Shares (assuming the Offer Size Adjustment Option is fully exercised), which is 15% of the number of Offer Shares initially available under the Global Offering, in the event that the whole or part of the Over-Allotment Option and the Offer Size Adjustment Option are exercised.

– 436 –

GLOBAL OFFERING STRUCTURE

In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and Futures (Price Stabilizing) Rules include:

(a) over-allocating for the purpose of preventing or minimizing any reduction in the market price of the Shares;

(b) selling or agreeing to sell the Shares so as to establish a short position in them for the purpose of preventing or minimizing any reduction in the market price of the Shares;

(c) subscribing, or agreeing to subscribe, for the Shares to be sold and transferred pursuant to the exercise of the Over-Allotment Option in order to close out any position established under (a) or (b) above;

(d) purchasing, or agreeing to purchase, any of the Shares for the sole purpose of preventing or minimizing any reduction in the market price of the Shares;

(e) selling or agreeing to sell any Shares to liquidate any position established as a result of those purchases; and

(f) offering or attempting to do anything described in (b), (c), (d) and (e) above.

Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting for it, will be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilization.

Prospective applications for investors in the Offer Shares should note that:

(a) as a result of effecting transactions to stabilize or maintain the market price of the Shares, the Stabilizing Manager through its affiliates, or any person acting for it, may maintain a long position in the Shares;

(b) the size of the long position, and the period for which the Stabilizing Manager through its affiliates, or any person acting for it, will maintain the long position is at the discretion of the Stabilizing Manager through its affiliates and is uncertain;

(c) liquidation of any such long position by the Stabilizing Manager through its affiliates and selling in the open market may lead to a decline in the market price of the Shares;

– 437 –

GLOBAL OFFERING STRUCTURE

(d) no stabilizing action is permitted after the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering;

(e) stabilizing bids or transactions and the establishment of long positions as a result thereof may have the effect of preventing or retarding a decline in the market price of the Shares; consequently, the market price of the Shares may be higher than the price that would otherwise prevail; and

(f) stabilizing bids or transactions referred to in (e) above conducted in Hong Kong will be reported to the Stock Exchange and made available to the public in accordance with the Securities and Futures (Price Stabilizing) Rules.

no stabilizing action can be taken to support the price of the Shares for longer than the stabilizing period, which begins on the Listing Date, and is expected to expire on Wednesday, September 4, 2024, being the 30th day after the last day for the lodging of applications under the Hong Kong Public Offering. After this date, when no further stabilizing action may be taken, demand for the Shares, and their market price, could fall after the end of the stabilizing period. These activities by the Stabilizing Manager through its affiliates may stabilize, maintain or otherwise affect the market price of the Shares. As a result, the price of the Shares may be higher than the price that otherwise may exist in the open market;

(e)

any stabilizing action taken by the Stabilizing Manager through its affiliates, or any person acting for it, may not necessarily result in the market price of the Shares staying at or above the Offer Price either during or after the stabilizing period; and

(f)

stabilizing bids or transactions effected in the course of the stabilizing action may be made at a price at or below the Offer Price and therefore at or below the price paid by applicants for, or investors in, the Offer Shares.

An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will be made within seven days of the expiration of the stabilizing period.

发售规模

全球发售下发售股份的分配及发售股份总数将按以下方式厘定：

国际发售与香港公开发售之间的发售股份分配须视乎于香港公开发售下有效申请的发售股份数目而进行重新分配调整。详情请参阅上文「－香港公开发售－重新分配及回拨」。

若发售规模调整权获悉数行使，由此可供认购的额外发售股份（占全球发售初步发售股份数目的15%）将按比例分配，以维持香港公开发售与国际发售在回拨后的比例。若发售规模调整权未于价格厘定日前行使，则将告失效。详情请参阅上文「－国际发售－发售规模调整权」。

下表列载全球发售下香港发售股份及国际发售股份的不同情景总数摘要，视乎（a）是否根据上文「－香港公开发售－重新分配及回拨」所述的回拨安排进行重新分配，以及（b）发售规模调整权及超额配股权是否获行使、悉数行使或两者均悉数行使。

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全球发售架构

| | 无回拨重新分配 | 回拨重新分配10% | 回拨重新分配20% | |---|---|---|---| | 行使发售规模调整权及超额配股权前的发售股份总数 | 1,850,000股香港发售股份 35,150,000股国际发售股份 | 3,700,000股香港发售股份 33,300,000股国际发售股份 | 7,400,000股香港发售股份 29,600,000股国际发售股份 | | 仅悉数行使发售规模调整权后的发售股份总数（超额配股权未获行使） | 2,127,500股香港发售股份 40,422,500股国际发售股份 | 4,255,000股香港发售股份 38,295,000股国际发售股份 | 8,510,000股香港发售股份 34,040,000股国际发售股份 | | 仅悉数行使超额配股权后的发售股份总数（发售规模调整权未获行使） | 1,850,000股香港发售股份 40,700,000股国际发售股份 | 3,700,000股香港发售股份 38,850,000股国际发售股份 | 7,400,000股香港发售股份 35,150,000股国际发售股份 | | 悉数行使发售规模调整权及超额配股权后的发售股份总数 | 2,127,500股香港发售股份 46,805,000股国际发售股份 | 4,255,000股香港发售股份 44,677,500股国际发售股份 | 8,510,000股香港发售股份 40,422,500股国际发售股份 |

股份借用安排

为便于就全球发售的超额分配进行交割，稳定价格经办人、其联系人或代其行事的任何人士可选择向单先生借入最多5,550,000股股份（假设发售规模调整权未获行使）或6,382,500股股份（假设发售规模调整权获悉数行使），占发售股份的15%，以弥补超额分配（即行使超额配股权及发售规模调整权后可予配发及发行的额外股份最高数目），或从其他来源取得股份，包括行使超额配股权。

如订立上述股份借用安排，借入股份只会由稳定价格经办人或代其行事的任何人士进行，以用于国际发售的超额分配交割，且该安排不受《上市规则》第10.07(1)(a)条及第18C.13条的限制，但须符合《上市规则》第10.07(3)条规定的条件，即（a）股份借用协议仅用于弥补价格稳定期前的任何淡仓

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STRUCTURE OF THE GLOBAL OFFERING

to the exercise of the Over-allotment Option in connection with the International Offering; (b) the maximum number of Shares to be borrowed from Mr. Shan pursuant to the Stock Borrowing Agreement is the maximum number of Shares that may be issued upon full exercise of the Over-Allotment Option; (c) the same number of Shares so borrowed must be returned to Mr. Shan or its nominees, as the case may be, on or before the third business day following the earlier of (i) the last day for exercising the Over-Allotment Option, and (ii) the day on which the Over-Allotment Option is exercised in full or such earlier time as may be agreed in writing between the parties; (d) the stock borrowing arrangement will be effected in compliance with all applicable laws, rules and regulatory requirements; and (e) no payments will be made to Mr. Shan by the Stabilizing Manager in relation to the stock borrowing arrangement.

PRICING OF THE GLOBAL OFFERING

The International Underwriters will be soliciting from prospective investors indications of interest in acquiring International Offer Shares in the International Offering. Prospective professional and institutional investors will be required to specify the number of International Offer Shares under the International Offering they would be prepared to acquire either at different prices or at a particular price. This process, known as "book-building," is expected to continue up to, and to cease on or around, the last day for lodging applications under the Hong Kong Public Offering.

Pricing for the Offer Shares for the purpose of the various offerings under the Global Offering will be fixed on the Price Determination Date, which is expected to be on or around Tuesday, August 6, 2024 and in any event on or before 12:00 noon on Tuesday, August 6, 2024, by agreement among the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company and the number of Offer Shares to be allocated under various offerings will be determined shortly thereafter.

The Offer Price will not be more than HK$30.30 per Offer Share and is expected to be not less than HK$28.00 per Offer Share unless otherwise announced, as further explained below, not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. Prospective investors should be aware that the Offer Price to be determined on the Price Determination Date may be, but is not expected to be, lower than the bottom end of the indicative Offer Price range stated in this Prospectus.

The Joint Sponsor-Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate, based on the level of interest expressed by prospective professional and institutional investors during the book-building process, and with the consent of the Company, reduce the number of Offer Shares offered in the Global Offering and/or the indicative Offer Price range below that stated in this Prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, the Company will, as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering, cause to be posted on the website of the Stock Exchange (www.hkexnews.hk) and on the website of the Company (www.blacksesame.com.cn) notices of the reduction. Upon issue of such a notice, the number

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STRUCTURE OF THE GLOBAL OFFERING

of Offer Shares offered in the Global Offering and/or the revised Offer Price range will be final and conclusive and the Offer Price, if agreed upon by the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company, will be fixed within such revised Offer Price range. Such notice will also include confirmation or revision, as appropriate, of the working capital statement and the Global Offering statistics as currently set out in the prospectus and any other financial information which may change materially as a result of such reduction. Our Company will also, as soon as practicable following the decision to make such change, issue a supplemental prospectus updating investors of the change in the number of Offer Shares being offered under the Global Offering and/or the Offer Price. The Global Offering must first be canceled and subsequently relaunched on FINI pursuant to the supplemental prospectus.

Applicants should have regard to the possibility that any announcement of a reduction in the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range may not be made until the day which is the last day for lodging applications under the Hong Kong Public Offering. In the absence of any such notice so published, the number of Offer Shares will not be reduced and/or the Offer Price, if agreed upon by the Joint Sponsor-Overall Coordinators, for themselves and on behalf of the Underwriters, and our Company, will under no circumstances be set outside the Offer Price range as stated in this prospectus.

In the event of a reduction in the number of Offer Shares, the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) may, at their discretion, reallocate the number of Offer Shares to be offered in the Hong Kong Public Offering and the International Offering. The Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be offered in the International Offering may, in certain circumstances, be reallocated between these offerings at the discretion of the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters).

The final Offer Price for Offer Shares under the Global Offering, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong Offer Shares and the results of allocation in the Hong Kong Public Offering are expected to be announced on Wednesday, August 7, 2024 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."

HONG KONG UNDERWRITING AGREEMENT

The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement and is conditional upon the International Underwriting Agreement being signed and becoming unconditional.

Our Company expects to enter into the International Underwriting Agreement relating to the International Offering on or around the Price Determination Date.

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STRUCTURE OF THE GLOBAL OFFERING

These underwriting arrangements, and the respective Underwriting Agreements, are summarized in the section headed "Underwriting."

SHARES WILL BE ELIGIBLE FOR CCASS

All necessary arrangements have been made enabling the Shares to be admitted into CCASS. If the Stock Exchange grants the listing of, and permission to deal in, the Shares and our Company complies with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Stock Exchange or any other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day.

All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time.

CONDITIONS OF THE GLOBAL OFFERING

Acceptance of all applications for Offer Shares will be conditional on:

(i) the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares in issue and to be issued pursuant to the Global Offering and such approval not having been withdrawn;

(ii) the Offer Price having been duly agreed among the Company and the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) on the Price Determination Date;

(iii) the execution and delivery of the International Underwriting Agreement on or around the Price Determination Date; and

(iv) the obligations of the Underwriters under each of the respective Underwriting Agreements becoming and remaining unconditional and not having been terminated in accordance with the terms of the respective agreements.

In each case on or before the dates and times specified in the respective Underwriting Agreements (unless and to the extent such conditions are validly waived on or before such dates and times) and, in any event, not later than the date which is 30 days after the date of this Prospectus.

If, for any reason, the Offer Price is not agreed among the Company and the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters) on or before 12:00 noon on Tuesday, August 6, 2024, the Global Offering will not proceed and will lapse.

– 442 –

STRUCTURE OF THE GLOBAL OFFERING The consummation of each of the Hong Kong Public Offering and the International Offering is conditional upon, among other things, the other offering becoming unconditional and not having been terminated in accordance with its terms. If the above conditions are not fulfilled or waived prior to the times and dates specified, the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the lapse of the Hong Kong Public Offering will be published by the Company on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.blacksesame.com.cn) on the next day following such lapse. In such event, all application monies will be returned, without interest, on the terms set out in the section headed "How to apply for Hong Kong Offer Shares." In the meantime, all application monies will be held in (a) separate bank account(s) with the receiving banker or other licensed bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as amended). Share certificates for the Offer Shares are expected to be issued on Wednesday, August 7, 2024 but will only become valid evidence of title at 8:00 a.m. on Thursday, August 8, 2024 provided that (i) the Global Offering has become unconditional in all respects and (ii) the right of termination as described in the section headed "Underwriting – Underwriting arrangements and expenses – The Hong Kong Public Offering – Grounds for Termination" has not been exercised at or before that time. DEALING IN THE SHARES Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Thursday, August 8, 2024, it is expected that dealings in the Shares on the Stock Exchange will commence at 9:00 a.m. on Thursday, August 8, 2024. The Shares will be traded in board lots of 100 Shares each and the stock code of the Shares will be 2533.

– 443 –

HOW TO APPLY FOR HONG KONG OFFER SHARES

IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering and below are the procedures for application. This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the "HKEXnews > New Listings > New Listing Information" section, and our website at www.blacksesame.com.cn. The contents of this prospectus are identical to the prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. A.

APPLICATION FOR HONG KONG OFFER SHARES

1.

Who Can Apply

You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for: •

are 18 years of age or older; and

•

have a Hong Kong address (for the HK eIPO White Form service only).

Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for: •

are an existing Shareholder or close associates;

•

are a Director or any of his/her close associates; or

•

have been allocated or have applied for any International Offer Shares or otherwise participate in the International Offering.

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HOW TO APPLY FOR HONG KONG OFFER SHARES 2.

Application Channels

The Hong Kong Public Offering period will begin at 9:00 a.m. on Wednesday, July 31, 2024 and end at 12:00 noon on Monday, August 5, 2024 (Hong Kong time). To apply for Hong Kong Offer Shares, you may use one of the following application channels:

| Application Channel | Platform | Target Investors | Application Time | |---|---|---|---| | HK eIPO White Form service | IPO App (which can be downloaded by searching "IPO App" in App Store or Google Play or downloaded at www.hkeipo.hk/IPOApp or www.tricorglobal.com/IPOApp) or www.hkeipo.hk | Applicants who would like to receive a physical Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. | From 9:00 a.m. on Wednesday, July 31, 2024 to 11:30 a.m. on Monday, August 5, 2024, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Monday, August 5, 2024, Hong Kong time. | | HKSCC EIPO channel | Your broker or custodian who is a HKSCC Participant will submit an EIPO application on your behalf through HKSCC's FINI system in accordance with your instruction | Applicants who would not like to receive a physical Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant's stock account. | Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. |

– 445 –

如何申請香港發售股份 為免生疑問，透過香港白表eIPO服務多次提交申請指示並獲得不同申請參考編號，但未就特定參考編號完成付款，將不構成實際申請。

若您透過香港白表eIPO服務申請，即視為您已授權香港白表eIPO服務供應商按本招股章程所載條款及條件（經香港白表eIPO服務條款及條件補充及修訂）代表您提出申請。

透過香港結算EIPO渠道指示您的經紀或託管人代表您申請香港發售股份，即表示您（如為聯名申請人，則各申請人須共同及各別地）視為已指示及授權香港結算促使香港結算代理人（以香港結算參與者提名人身份行事）代表您申請香港發售股份，並代表您履行本招股章程及其任何補充文件所述之一切事宜。

透過香港結算EIPO渠道申請者，就您或為您利益向香港結算發出之任何申請指示（在此情況下，申請將由香港結算代理人代表您提出），倘該等申請指示未於香港公開發售截止時間前撤回或以其他方式宣告無效，即視為已作出實際申請。

香港結算代理人僅以提名人身份代表您行事，就香港結算或香港結算代理人代表您申請香港發售股份所採取的任何行動，或就本招股章程條款及條件的任何違反，香港結算及香港結算代理人概不對您或任何其他人士負責。

– 446 –

如何申請香港發售股份 3. 申請所需資料

您必須隨申請提供以下資料：

| 個人╱聯名申請人 | 企業申請人 | |---|---| | • 身份證明文件所示之全名² | • 身份證明文件所示之全名² | | • 身份證明文件簽發國家或司法管轄區 | • 身份證明文件簽發國家或司法管轄區 | | • 身份證明文件類型，優先順序如下： | • 身份證明文件類型，優先順序如下： | | i. 香港身份證；或 | i. 法人識別碼（「LEI」）登記文件；或 | | ii. 國家身份證明文件；或 | ii. 公司註冊證書；或 | | iii. 護照；及 | iii. 商業登記證；或 | | • 身份證明文件號碼 | iv. 其他同等文件；及 | | | • 身份證明文件號碼 |

附註： 1. 若您透過香港白表eIPO服務申請，須提供有效電郵地址、聯絡電話號碼及香港地址。您亦須聲明所提供的身份資料符合以下附註2所述的規定。尤其是，如您未能提供香港身份證號碼，您必須確認您並無持有香港身份證。聯名申請人人數不得超過四人。如您為合夥商號，申請人須以各成員的個人名義提出申請。

2. 申請人須使用其身份證明文件所示之全名。如申請人的身份證明文件同時載有英文及中文姓名，則須同時使用英文及中文姓名。否則，英文或中文姓名均可接受。申請人的身份證明文件類型優先順序須嚴格遵守，如個人申請人持有有效香港身份證，在公開發售中申請認購股份時須使用香港身份證號碼。同樣地，就企業申請人而言，如相關實體持有LEI證書，則須使用LEI號碼。

3. 如申請人為受託人，則須提供上述受託人的客戶識別數據（「CID」）。如申請人為投資基金（即集體投資計劃或CIS），則須提供已於經紀行開立交易賬戶的資產管理公司或個別基金（視情況而定）的CID（如上所述）。

4. 根據市場慣例，FINI平台上的聯名申請人最多為4人。

5. 如您以提名人身份申請，您須提供：(i) 每位實益擁有人（或在聯名實益擁有人的情況下，每位聯名實益擁有人）的全名（如身份證明文件所示）、身份證明文件簽發國家或司法管轄區及身份證明文件類型；及 (ii) 身份證明文件號碼。如您未提供上述資料，有關申請將被視為為您自身利益而提出。

– 447 –

如何申請香港發售股份 6.

If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and (ii) you exercise statutory control over that company, then the application will be treated as being for your benefit and you should provide the required information in your application as stated above.

"Unlisted company" means a company with no equity securities listed on the Stock Exchange or any other stock exchange.

"Statutory control" means you:

• control the composition of the board of directors of the company;

• control more than half of the voting power of the company; or

• hold more than half of the issued share capital of the company (not counting any part of it which carries no right to participate beyond a specified amount in a distribution of either profits or capital).

For those applying through HKSCC EIPO channel, and making an application under a power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider whether to accept it on any conditions we think fit, including evidence of the attorney's authority.

Failing to provide any required information may result in your application being rejected.

4. Permitted Number of Hong Kong Offer Shares for Application

| Board lot size | : | 100 | |---|---|---| | Permitted number of Hong Kong Offer Shares for application and amount payable on application/successful allotment | : | Hong Kong Offer Shares are available for application in specified board lot sizes only. Please refer to the amount payable associated with each specified board lot size in the table below. |

The maximum Offer Price is HK$30.30 per Share.

If you are applying through the HKSCC EIPO channel, you are required to pre-fund your application based on the amount specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong.

– 448 –

HOW TO APPLY FOR HONG KONG OFFER SHARES

By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to arrange payment of the final Offer Price, brokerage, SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy by debiting the relevant nominee bank account at the Designated Bank for your broker or custodian.

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

| No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/successful allotment HK$ | No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/successful allotment HK$ | No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/successful allotment HK$ | No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/successful allotment HK$ | |---|---|---|---|---|---|---|---| | 100 | 3,060.55 | 2,500 | 76,513.94 | 30,000 | 918,167.26 | 600,000 | 18,363,345.30 | | 200 | 6,121.11 | 3,000 | 91,816.73 | 40,000 | 1,224,223.02 | 700,000 | 21,423,902.86 | | 300 | 9,181.67 | 3,500 | 107,119.51 | 50,000 | 1,530,278.78 | 800,000 | 24,484,460.40 | | 400 | 12,242.23 | 4,000 | 122,422.30 | 60,000 | 1,836,334.54 | 925,000(1) | 28,310,157.33 | | 500 | 15,302.79 | 4,500 | 137,725.08 | 70,000 | 2,142,390.29 | | | | 600 | 18,363.35 | 5,000 | 153,027.88 | 80,000 | 2,448,446.05 | | | | 700 | 21,423.90 | 6,000 | 183,633.45 | 90,000 | 2,754,501.80 | | | | 800 | 24,484.46 | 7,000 | 214,239.03 | 100,000 | 3,060,557.56 | | | | 900 | 27,545.02 | 8,000 | 244,844.60 | 200,000 | 6,121,115.10 | | | | 1,000 | 30,605.58 | 9,000 | 275,450.18 | 300,000 | 9,181,672.66 | | | | 1,500 | 45,908.37 | 10,000 | 306,055.75 | 400,000 | 12,242,230.20 | | | | 2,000 | 61,211.15 | 20,000 | 612,111.51 | 500,000 | 15,302,787.76 | | |

Notes:

(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially offered.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO White Form Service Provider) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.

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

5. Multiple Applications Prohibited

您或您的联名申请人不得为自身利益提交超过一份申请，除非您是代名人，并按照本节"– A. 申请香港发售股份 – 3. 申请所需资料"段落的要求在申请中提供相关实际投资者的资料。如您被怀疑提交或导致提交超过一份申请，您的所有申请将被拒绝。

通过以下方式提交的多重申请均被禁止并将被拒绝：(i) 香港电子IPO白表服务；(ii) 香港结算电子IPO渠道；或 (iii) 同时通过上述两个渠道。如您已通过香港电子IPO白表服务或香港结算电子IPO渠道提交申请，您或您为其利益提交申请的人士不得再申请任何发售股份。

香港股份登记处将把所有申请录入其系统，并根据香港股份登记处联合会发布的《处理多重/疑似多重申请最佳实践备忘录》（"最佳实践备忘录"），按相同姓名及身份证明文件号码识别疑似多重申请。

由于申请须符合个人资料收集声明的规定，所显示的身份证明文件号码已作遮蔽处理。

6. 申请的条款及条件

通过香港电子IPO白表服务或香港结算电子IPO渠道申请香港发售股份，即表示您（或视情况而定，香港结算代理人代表您）将进行以下事项：

(i) 承诺签署所有相关文件，并指示及授权我们及/或整体协调人作为我们的代理，代表您签署任何文件，并代表您采取一切必要措施，按照公司章程的规定，以您的名义或香港结算代理人的名义登记分配予您的香港发售股份，以及（如您通过香港结算电子IPO渠道申请）代表您将所分配的香港发售股份直接存入中央结算系统，记入您指定的香港结算参与者的股票账户；

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如何申请香港发售股份

(ii) 确认您已阅读并理解本招股章程、IPO应用程序及香港电子IPO白表服务指定网站（或视情况而定，您与您的经纪商或托管人所签订的协议）中所载的条款及条件与申请程序，并同意受其约束；

(iii)（如您通过香港结算电子IPO渠道申请）同意遵守您的经纪商或托管人与香港结算之间的参与者协议项下的安排、承诺及保证，并遵守香港结算一般规则及香港结算操作程序中关于发出申请指示以申请香港发售股份的相关规定；

(iv) 确认您知悉本招股章程所载有关股份要约及销售的限制，且该等限制不适用于您或您为其利益提交申请的人士；

(v) 确认您已阅读本招股章程及其任何补充文件，并在提交申请（或视情况而定，促使提交申请）时仅依赖其中所载的资料和陈述，且不会依赖任何其他资料或陈述；

(vi) 同意联席保荐人、整体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、资本市场中介机构、包销商及其各自的董事、高级职员、雇员、合伙人、代理人、顾问及参与全球发售的任何其他方（"相关人士"）、香港股份登记处及香港结算对于本招股章程及其任何补充文件以外的任何资料和陈述概不负责；

(vii) 同意向我们、相关人士、香港股份登记处、香港结算、香港结算代理人、联交所、证监会及任何其他法定监管或政府机构披露您的申请详情及个人资料，以及有关您和您为其利益提交申请的人士的任何其他所需个人资料，披露目的详见本节"– G. 个人资料 – 3. 用途及 4. 个人资料的转移"段落，或根据法律、规则或法规的要求进行披露；

(viii) 同意（在不损害您在申请（或视情况而定，香港结算代理人的申请）获接受后所享有的任何其他权利的前提下），您不会以无辜失实陈述为由撤销申请；

(ix) 同意根据《公司（清盘及杂项条文）条例》第44A(6)条，您或香港结算代理人代表您提交的任何申请一经接受即不可撤销，香港股份登记处将以本节"– B. 公布结果"段落所指定的时间及方式公布抽签结果，以此作为申请已获接受的证明；

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如何申请香港发售股份

(x) 确认您知悉本节"– C. 不会获分配香港发售股份的情况"段落所列明的各种情形；

(xi) 同意您的申请或香港中央结算（代理人）有限公司提名人的申请、对该申请的任何接受以及由此产生的合同均受香港法律管辖并依据香港法律解释；

(xii) 同意遵守《公司条例》、《公司（清盘及杂项条文）条例》、组织章程细则及适用于您申请的香港境外任何地方的法律，且我们及相关人士不会因接受您的购买要约或因您在本招股章程所载条款及条件下的权利和义务所产生的任何行动而违反香港境内及/或境外的任何法律；

(xiii) 确认：(a) 您的申请或香港中央结算（代理人）有限公司提名人代表您提出的申请并非由本公司、本公司或其任何附属公司的任何董事、主要行政人员、主要股东或现有股东或其各自的紧密联系人直接或间接提供资金；及 (b) 您并非惯常或将不会惯常于就收购、处置、投票或以其他方式处置以您名义登记或由您持有的股份方面，接受本公司、本公司或其任何附属公司的任何董事、主要行政人员、主要股东或现有股东或其各自的紧密联系人的指示；

(xiv) 保证您所提供的资料真实准确；

(xv) 确认您明白我们及整体协调人将依赖您的声明及陈述决定是否向您分配任何香港发售股份，且您如作出虚假声明可能会被检控；

(xvi) 同意接受就申请所获分配的香港发售股份或任何较少数目的香港发售股份；

(xvii) 声明及陈述本申请是唯一由您提出且拟由您提出以使您或您所代表申请的人士受益的申请；

(xviii) （如申请为您本身利益而提出）保证并无其他申请已经或将会以您的利益为由，直接或间接向香港中央结算有限公司发出电子申请指示，或透过香港网上新股认购白表服务提供商的申请渠道，或由任何人以您的代理人身份或以任何其他人士身份提出；及

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如何申请香港发售股份

(xix) （如您以代理人身份为他人利益提出申请）保证：(1) 您并无且将不会以代理人身份为该人或以该人利益为由，或由该人或由任何其他人士以该人代理人身份，向香港中央结算有限公司及香港网上新股认购白表服务提供商发出电子申请指示提出任何其他申请；及 (2) 您获正式授权代该人作为其代理人发出电子申请指示。

B. 公布结果

分配结果

您可透过以下途径查询是否成功获分配任何香港发售股份：

| 平台 | 日期／时间 | |------|-----------| | **透过香港网上新股认购白表服务或香港中央结算有限公司电子新股认购渠道申请：** | | | 网站：透过新股认购应用程式的「新股认购结果」功能或登入 www.hkeipo.hk/IPOResult（或 www.tricor.com.hk/ipo/result），使用「以身份证明文件编号搜寻」功能。（i）透过香港网上新股认购白表服务及香港中央结算有限公司电子新股认购渠道申请而全部或部分成功的申请人完整名单，及（ii）有条件分配予彼等的香港发售股份数目等资料将于 www.hkeipo.hk/IPOResult 或 www.tricor.com.hk/ipo/result 上显示。 | 24小时，由2024年8月7日（星期三）晚上11时起至2024年8月13日（星期二）午夜12时止（香港时间） | | 联交所网站 www.hkexnews.hk 及本公司网站 www.blacksesame.com.cn，该等网站将提供链接至香港股份过户登记处上述网站。 | 不迟于2024年8月7日（星期三）晚上11时（香港时间） | | 电话 +852 3691 8488 — 香港股份过户登记处提供的分配结果电话查询热线 | 2024年8月8日（星期四）至2024年8月13日（星期二）（香港时间）每个营业日上午9时至下午6时 |

透过香港中央结算有限公司电子新股认购渠道申请的人士，亦可于2024年8月6日（星期二）下午6时（香港时间）起向您的经纪或托管人查询。

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如何申请香港发售股份

香港中央结算有限公司参与者可于2024年8月6日（星期二）下午6时（香港时间）起全天候24小时登入FINI查看分配结果，并应尽快向香港中央结算有限公司报告任何分配差异。

分配公告

我们预期于不迟于2024年8月7日（星期三）晚上11时（香港时间）在联交所网站 www.hkexnews.hk 及本公司网站 www.blacksesame.com.cn 上公布最终发售价结果、全球发售的意向指示水平、香港公开发售的申请水平及香港发售股份的分配基础。

C. 不会获分配香港发售股份的情况

您应注意以下情况，在该等情况下，香港发售股份将不会分配予您或您所代表申请的人士：

1. 如您的申请被撤销：

您的申请或香港中央结算（代理人）有限公司提名人代表您提出的申请可根据《公司（清盘及杂项条文）条例》第44A(6)条予以撤销。

2. 如我们或我们的代理人行使酌情权拒绝您的申请：

我们、整体协调人、香港股份过户登记处及其各自的代理人和提名人有完全酌情权拒绝或接受任何申请，或仅接受任何申请的一部分，而无需给出任何理由。

3. 如香港发售股份的分配无效：

HOW TO APPLY FOR HONG KONG OFFER SHARES

The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant permission to list the Shares either:

4.

- within three weeks from the closing date of the application lists; or

- within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period within three weeks of the closing date of the application lists.

If:

- you make multiple applications or suspected multiple applications. You may refer to the paragraph headed "– A. Applications for Hong Kong Offer Shares – 5. Multiple Applications Prohibited" in this section on what constitutes multiple applications;

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HOW TO APPLY FOR HONG KONG OFFER SHARES

5.

- your application instruction is incomplete;

- your payment (or confirmation of funds, as the case may be) is not made correctly;

- the Underwriting Agreements do not become unconditional or are terminated;

- we or the Overall Coordinators believe that by accepting your application, it or we would violate applicable securities or other laws, rules or regulations.

If there is money settlement failure for allotted Shares:

Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be required to hold sufficient application funds on deposit with their Designated Bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required to settle each HKSCC Participant's actual Hong Kong Offer Share allotment from their Designated Bank.

There is a risk of money settlement failure. In the extreme event of money settlement failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its Designated Bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to rectify the failure.

However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong Offer Shares will be reallocated to the Global Offer. Hong Kong Offer Shares applied for by you through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the Hong Kong Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due to the money settlement failure.

D. DESPATCH/COLLECTION OF SHARE CERTIFICATES AND REFUND OF APPLICATION MONIES

You will receive one Share certificate for all Hong Kong Offer Shares allotted to you under the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the Share certificates will be deposited into CCASS as described below).

No temporary document of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application.

Share certificates will only become valid evidence of title at 8:00 a.m. on Thursday, August 8, 2024 (Hong Kong time), provided that the Global Offer has become unconditional and the right of termination described in the section headed "Underwriting" has not been exercised. Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming valid evidence of title do so entirely at their own risk.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

The right is reserved to retain any Share certificate(s) and (if applicable) any surplus application monies pending clearance of application monies.

The following sets out the relevant procedures and time:

| | HK eIPO White Form service | HKSCC EIPO channel | |---|---|---| | **Despatch/collection of Share certificate¹** | | | | For application of 500,000 Hong Kong Offer Shares or more | Collection in person from the Hong Kong Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong. Time: from 9:00 a.m. to 1:00 p.m. on Thursday, August 8, 2024 (Hong Kong time). If you are an individual, you must not authorise any other person to collect for you. If you are a corporate applicant, your authorised representative must bear a letter of authorization from your corporation stamped with your corporation's chop. Both individuals and authorised representatives must produce, at the time of collection, evidence of identity acceptable to the Hong Kong Share Registrar. Note: If you do not collect your Share certificate(s) personally within the time above, it/they will be sent to the address specified in your application instructions by ordinary post at your own risk. | Share certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to your designated HKSCC Participant's stock account. No action by you is required. |

¹ Except in the event of a Severe Weather Signals (as defined below) in force in Hong Kong in the morning on Wednesday, August 7, 2024 rendering it impossible for the relevant Share certificates to be dispatched to HKSCC in a timely manner, the Company shall procure the Hong Kong Share Registrar to arrange for delivery of the supporting documents and share certificates in accordance with the contingency arrangements as agreed between them. You may refer to "– E. Severe Weather Arrangements" in this section.

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HOW TO APPLY FOR HONG KONG OFFER SHARES

| | HK eIPO White Form service | HKSCC EIPO channel | |---|---|---| | For application of less than 500,000 Hong Kong Offer Shares | Your Share certificate(s) will be sent to the address specified in your application instructions by ordinary post at your own risk. Date: Wednesday, August 7, 2024 | | | **Refund mechanism for surplus application monies paid by you** | | | | Date | Thursday, August 8, 2024 | Subject to the arrangement between you and your broker or custodian | | Responsible party | Hong Kong Share Registrar | Your broker or custodian |

E.

Application monies paid through single bank account

HK eIPO White Form e-Auto Refund payment instructions to your designated bank account

Your broker or custodian will arrange refund to your designated bank account subject to the arrangement between you and it

Application monies paid through multiple bank accounts

Refund cheque(s) will be despatched to the address as specified in your application instructions by ordinary post at your own risk

SEVERE WEATHER ARRANGEMENTS

The Opening and Closing of the Application Lists The application lists will not open or close on Monday, August 5, 2024 if, there is: •

a tropical cyclone warning signal number 8 or above;

•

a black rainstorm warning; and/or

•

Extreme Conditions,

(collectively, "Severe Weather Signals"), in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, August 5, 2024. Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next business day which does not have Severe Weather Signals in force at any time between 9:00 a.m. and 12:00 noon.

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如何申請香港發售股份 潛在投資者應注意，申請名單開放╱截止時間的推遲可能導致上市日期延遲。如本招股說明書「預期時間表」一節所載日期有任何變動，將於聯交所網站www.hkexnews.hk及本公司網站www.blacksesame.com.cn刊登公告，公佈修訂後的時間表。

如惡劣天氣信號於2024年8月7日（星期三）懸掛，香港股份過戶登記處將就向中央結算系統存管處服務櫃檯交付股份證書作出適當安排，使股份可於2024年8月8日（星期四）買賣。

如惡劣天氣信號於2024年8月7日（星期三）懸掛，就申請少於500,000股香港發售股份而言，實物股份證書的寄發將於惡劣天氣信號除下或取消後郵局重開時以普通郵遞方式寄發（例如，於2024年8月7日（星期三）下午或2024年8月8日（星期四））。

如惡劣天氣信號於2024年8月8日（星期四）懸掛，就申請500,000股或以上香港發售股份而言，實物股份證書可於惡劣天氣信號除下或取消後親自前往香港股份過戶登記處辦公室領取（例如，於2024年8月8日（星期四）下午或2024年8月9日（星期五））。

潛在投資者應注意，如選擇以本身名義收取所發行的實物股份證書，收取股份證書可能有所延誤。

F. 股份納入中央結算系統

如聯交所批准股份於聯交所上市及買賣，且本公司符合香港中央結算有限公司的股份接納規定，股份將獲香港中央結算有限公司接納為合資格證券，以於股份開始買賣之日或香港中央結算有限公司選定的任何其他日期起在中央結算系統進行存管、結算及交收。交易所參與者之間的交易須於任何交易日後第二個交收日在中央結算系統內完成交收。

中央結算系統的所有活動均受香港中央結算有限公司不時生效的一般規則及香港中央結算有限公司操作程序規管。

已作出一切必要安排，以使股份獲納入中央結算系統。

閣下應就交收安排的詳情向閣下的經紀或其他專業顧問尋求意見，因為該等安排可能影響閣下的權利及利益。

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如何申請香港發售股份 G. 個人資料

以下個人資料收集聲明適用於本公司、香港股份過戶登記處、收款銀行及相關人士就閣下收集及持有的任何個人資料，其適用方式與適用於香港中央結算（代理人）有限公司提名人以外申請人的個人資料的方式相同。該等個人資料可能包括客戶識別碼及閣下的識別資料。透過向香港中央結算（代理人）有限公司發出申請指示，閣下確認已閱讀、理解並同意以下個人資料收集聲明的所有條款。

1. 個人資料收集聲明

本個人資料收集聲明旨在告知香港發售股份的申請人及持有人，本公司及香港股份過戶登記處就個人資料及《個人資料（私隱）條例》（香港法例第486章）所採用的政策及慣例。

2. 收集閣下個人資料的原因

香港發售股份的申請人及登記持有人有必要確保，在申請香港發售股份或將香港發售股份轉入或轉出其名下或在取得香港股份過戶登記處的服務時，向本公司或其代理人及香港股份過戶登記處提供的個人資料準確且為最新資料。

未能提供所要求的資料或提供不準確的資料，可能導致閣下的香港發售股份申請遭拒絕，或導致本公司或香港股份過戶登記處延遲或無法辦理轉讓或提供其他服務。亦可能妨礙或延遲閣下成功申請所得香港發售股份的登記或轉讓及╱或應寄發予閣下的股份證書的寄發。

香港發售股份的申請人及持有人務必在所提供的個人資料出現任何不準確情況時，立即通知本公司及香港股份過戶登記處。

3. 用途

閣下的個人資料可能被用於、持有、處理及╱或儲存（以任何方式）作以下用途：

•

处理您的申请及退款支票和香港白表eIPO电子自动退款付款指示（如适用）、核实是否符合本招股章程所载条款及申请程序，以及公布香港发售股份分配结果； – 459 –

如何申请香港发售股份

4.

•

遵守香港及其他地方适用的法律法规；

•

登记新发行或转让股份持有人（包括适用时的香港中央结算（代理人）有限公司提名人）名下或名下转出；

•

维护或更新本公司股东名册；

•

核实股份申请人及持有人的身份，并识别任何重复申请；

•

便利香港发售股份抽签；

•

确立股份持有人的权益，例如股息、供股、红股等；

•

分发本公司及其附属公司的通讯；

•

汇编股份持有人的统计资料及概况；

• 披露相关信息以便利权益申领；以及

•

与上述目的相关的任何其他附带或相关目的，及／或使本公司及香港证券登记处能履行对申请人及股份持有人及／或监管机构及／或申请人及股份持有人不时可能同意的任何其他目的的责任。

个人资料转移

本公司及香港证券登记处就香港发售股份申请人及持有人所持有的个人资料将予保密，但本公司及香港证券登记处可在实现上述任何目的所需的范围内，向以下任何一方披露、获取或转移（无论在香港境内或境外）个人资料：

•

本公司委任的代理，例如财务顾问、收款银行及海外主要证券登记处；

•

香港中央结算有限公司或香港中央结算（代理人）有限公司提名人，其将使用个人资料，并可能将个人资料转移至香港证券登记处，各情况均为按其规则或程序提供其服务或设施或履行其职能，以及运营FINI及中央结算系统（包括香港发售股份申请人要求存入中央结算系统）之目的；

– 460 –

如何申请香港发售股份

5.

•

就本公司或香港证券登记处各自的业务运营向其提供行政、电信、计算机、支付或其他服务的任何代理人、承包商或第三方服务提供商；

• 联交所、证监会及任何其他法定监管机构或政府机构，或根据法律、规则或法规的规定，包括为联交所管理《上市规则》及证监会履行其法定职能之目的；以及

•

香港发售股份持有人与其有或拟有业务往来的任何人士或机构，例如其银行家、律师、会计师或经纪商等。

个人资料的保存

本公司及香港证券登记处将在实现收集个人资料所需目的所必需的期间内，保存香港发售股份申请人及持有人的个人资料。不再需要的个人资料将按照《个人资料（私隐）条例》（香港法律第486章）予以销毁或处理。

6.

查阅及更正个人资料

香港发售股份申请人及持有人有权查询本公司或香港证券登记处是否持有其个人资料、索取该等资料的副本，以及更正任何不准确的资料。本公司及香港证券登记处有权就处理该等要求收取合理费用。所有查阅资料或更正资料的要求，应致函本公司及香港证券登记处，地址为本招股章程"公司资料"一节所披露或不时通知的注册地址，收件人为公司秘书，或致函香港证券登记处，收件人为私隐合规主任。

– 461 –

附录一

会计师报告

以下为本公司申报会计师普华永道会计师事务所（香港执业会计师）就纳入本招股章程之目的而出具的载于第I-1至I-3页的报告全文。该报告乃根据香港会计师公会颁布的《香港投资通函报告业务准则第200号——投资通函中的历史财务信息会计师报告》的规定编制，并致送本公司董事及联席保荐人。

ACCOUNTANT'S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF BLACK SESAME INTERNATIONAL HOLDING LIMITED AND CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED AND HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED

引言

我们就黑芝麻智能科技控股有限公司（"本公司"）及其附属公司（合称"本集团"）的历史财务资料报告如下，该等历史财务资料载于第I-4至I-97页，包括截至2021年、2022年及2023年12月31日以及2024年3月31日的综合财务状况表、截至2021年、2022年及2023年12月31日以及2024年3月31日的本公司财务状况表，以及截至2021年、2022年及2023年各年度12月31日止年度及截至2024年3月31日止三个月（"往绩记录期"）的综合全面（亏损）/收益表、综合权益赤字变动表及综合现金流量表，以及重要会计政策信息及其他说明性信息（合称"历史财务资料"）。载于第I-4至I-97页的历史财务资料构成本报告不可分割的组成部分，本报告已编制以纳入本公司日期为2024年7月31日的招股章程（"招股章程"）内，以供本公司股份于香港联合交易所有限公司主板首次上市之用。

董事对历史财务资料的责任

本公司董事负责按照历史财务资料附注2.1所载的编制基准，编制能够真实公平地反映本集团财务状况的历史财务资料，并对董事认为为编制不存在由于欺诈或错误导致的重大错报的历史财务资料所必要的内部控制负责。

– I-1 –

附录一

会计师报告

申报会计师的责任

我们的责任是就历史财务资料发表意见，并向贵方报告我们的意见。我们按照香港会计师公会（"香港会计师公会"）颁布的香港投资通函报告业务准则第200号《投资通函中历史财务资料的会计师报告》开展我们的工作。该准则要求我们遵守道德操守准则，并规划和执行工作，以就历史财务资料是否不存在重大错报获取合理保证。

我们的工作包括执行程序以取得有关历史财务资料中金额及披露事项的证据。所选择的程序取决于申报会计师的判断，包括对历史财务资料因欺诈或错误而导致重大错报风险的评估。在作出该等风险评估时，申报会计师考虑与实体按照历史财务资料附注2.1所载编制基准编制能够真实公平地反映财务状况的历史财务资料相关的内部控制，以设计在当时情况下适当的程序，但目的并非就实体内部控制的有效性发表意见。我们的工作亦包括评估所采用的会计政策是否恰当，以及董事作出的会计估计是否合理，并评估历史财务资料的整体呈列方式。

我们认为，我们所获取的证据已充分且适当，可为我们的意见提供基础。

意见

我们认为，历史财务资料就会计师报告的目的而言，按照历史财务资料附注2.1所载的编制基准，真实公平地反映了本公司于2021年、2022年及2023年12月31日以及2024年3月31日的财务状况，以及本集团于2021年、2022年及2023年12月31日以及2024年3月31日的综合财务状况，以及其在往绩记录期内的综合财务表现及综合现金流量。

– I-2 –

附录一

会计师报告

Review of stub period comparative financial information We have reviewed the stub period comparative financial information of the Group which comprises the consolidated statement of comprehensive loss, the consolidated statement of changes in deficit in equity and the consolidated statement of cash flows for the three months ended March 31, 2023 and other explanatory information (the "Stub Period Comparative Financial Information"). The directors of the Company are responsible for the presentation and preparation of the Stub Period Comparative Financial Information in accordance with the basis of preparation set out in Notes 2.1 to the Historical Financial Information. Our responsibility is to express a conclusion on the Stub Period Comparative Financial Information based on our review. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the International Auditing and Assurance Standards Board ("IAASB"). A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the Stub Period Comparative Financial Information, for the purposes of the accountant's report, is not prepared, in all material respects, in accordance with the basis of preparation set out in Notes 2.1 to the Historical Financial Information.

Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Companies (Winding Up and Miscellaneous Provisions) Ordinance

Adjustments In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-4 have been made.

Dividends We refer to Note 36 to the Historical Financial Information which states that no dividends have been paid by Black Sesame International Holding Limited in respect of the Track Record Period.

No statutory financial statements for the Company No statutory financial statements have been prepared for the Company since its date of incorporation.

PricewaterhouseCoopers Certified Public Accountants Hong Kong July 31, 2024

– I-3 –

APPENDIX I I.

ACCOUNTANT'S REPORT

HISTORICAL FINANCIAL INFORMATION OF THE GROUP

Preparation of Historical Financial Information Set out below is the Historical Financial Information which forms an integral part of this accountant's report. The consolidated financial statements of the Group for the Track Record Period, on which the Historical Financial Information is based, were audited by PricewaterhouseCoopers in accordance with International Standards on Auditing issued by the International Auditing and Assurance Standards Board ("IAASB") ("Underlying Financial Statements"). The Historical Financial Information is presented in Renminbi ("RMB") and all values are rounded to the nearest thousand of RMB ("RMB'000") except when otherwise indicated.

– I-4 –

APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

| | | Year ended December 31, | | | Three months ended March 31, | |---|---|---|---|---|---| | | Note | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Revenue | 6 | 60,504 | 165,442 | 312,391 | 29,256 | 27,473 | | Cost of sales | 7 | (38,632) | (116,811) | (235,248) | (23,793) | (10,737) | | Gross profit | | 21,872 | 48,631 | 77,143 | 5,463 | 16,736 | | Selling expenses | 7 | (50,842) | (119,732) | (101,842) | (24,014) | (24,644) | | General and administrative expenses | 7 | (111,703) | (215,239) | (318,975) | (61,084) | (90,299) | | Research and development expenses | 7 | (595,380) | (764,075) | (1,362,531) | (266,483) | (339,379) | | Net impairment losses on financial assets | 3.1(b) | (1,844) | (9,412) | (1,882) | (5,547) | (722,660) | | Other income | 9 | 18,113 | 22,531 | 12,770 | 5,937 | (1,052,821) | | Other (losses)/gains – net | 10 | (2,876) | (3,811) | 4,521 | (2,103) | (1,696,897) | | Operating loss | | (330,709) | (439,299) | (8,484) | 441 | 16,602 | | Finance income | 11 | 5,347 | 15,361 | 26,416 | (2,386) | (2,668) | | Finance costs | 11 | (755) | (9,283) | (3,377) | (330,709) | (439,299) | | Finance (costs)/income – net | 11 | (1,945) | 13,934 | 23,039 | 4,592 | 8,474 | | Share of net loss of associates accounted for using the equity method | 18 | (722) | (987) | (1,441) | (248) | (1,961) | | Fair value change in financial instruments issued to investors | 28 | (1,631,175) | (1,714,062) | (3,179,819) | (780,298) | 1,636,088 | | (Loss)/profit before income tax | | (2,356,502) | (2,753,936) | (4,855,118) | (1,106,663) | 1,203,302 | | Income tax expense | 12 | – | – | – | – | – | | (Loss)/profit for the year/period attributable to the equity holders of the Company | | (2,356,502) | (2,753,936) | (4,855,118) | (1,106,663) | 1,203,302 |

– I-5 –

APPENDIX I

ACCOUNTANT'S REPORT

| | | Year ended December 31, | | | Three months ended March 31, | |---|---|---|---|---|---| | | Note | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | **Other comprehensive income/(loss):** | | | | | | | | *Items that will not be reclassified to profit or loss* | | | | | | | | Fair value changes of redeemable convertible preferred shares due to own credit risk | 28 | (11,730) | (10,114) | (5,023) | (3,940) | 2,659 | | Change in foreign currency translation of the financial statements of the Company | | 51,141 | (341,892) | (139,685) | 58,128 | (18,270) | | *Items that may be subsequently reclassified to profit or loss* | | | | | | | | Change in foreign currency translation of the financial statements of the subsidiaries of the Company | | 11,614 | (54,756) | (8,664) | 31,361 | (5,305) | | Other comprehensive income/(loss): | | 51,025 | (406,762) | (153,372) | 85,549 | (20,916) | | Total comprehensive (loss)/income for the year/period attributable to the equity holders of the Company | | | | | | |

APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN EQUITY

Note | Attributable to equity holders of the Company | Share capital RMB'000 | Reserves RMB'000 | Accumulated losses RMB'000 | Total RMB'000

As at January 1, 2022 | 46 | 175,804 | (3,838,188) | (3,662,338)

Comprehensive loss Loss for the year | | | (2,753,936) | (2,753,936) Foreign currency translation | | (396,648) | | (396,648) Fair value change on redeemable convertible preferred shares due to own credit risk | 28 | (10,114) | | (10,114)

Total comprehensive loss for the year | | (406,762) | (2,753,936) | (3,160,698)

Transactions with owners in their capacity as owners Share-based compensation | 8 | 339,544 | | 339,544 Repurchase and cancellation of vested share options | 31 | (22,686) | | (22,686)

Total transactions with owners in their capacity as owners for the year | | 316,858 | | 316,858

As at December 31, 2022 | 46 | 85,900 | (6,592,124) | (6,506,178)

---

(Loss)/earnings per share for (loss)/income attributable to the equity holders of the Company (in RMB) Basic Diluted

(2,305,477) | (3,160,698) | (5,008,490) | (1,021,114) | 1,182,386

13 13

(32.1) (32.1)

– I-6 –

(38.8) (38.8)

(68.4) (68.4)

(15.6) (15.6)

16.9 (0.9)

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APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Note | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at March 31, 2024 RMB'000

ASSETS Non-current assets Trade and notes receivables | 23 | – | – | – | 13,974 Property, plant and equipment | 15 | 27,694 | 55,293 | 98,589 | 103,656 Right-of-use assets | 16 | 11,375 | 33,243 | 50,848 | 54,518 Intangible assets | 17 | 13,687 | 17,417 | 74,795 | 66,797 Investments accounted for using the equity method | 18 | 9,604 | 8,617 | 17,176 | 15,215 Prepayments and other receivables | 22 | 10,481 | 17,152 | 17,474 | 15,634 Financial assets at fair value through profit or loss ("FVPL") | 21 | – | – | 20,792 | 20,828

Total non-current assets | | 72,841 | 131,722 | 279,674 | 290,622

Current assets Inventories | 19 | 3,220 | 72,820 | 71,423 | 81,813 Trade and notes receivables | 23 | 49,459 | 125,219 | 164,937 | 129,886 Prepayments and other receivables | 22 | 85,045 | 134,433 | 97,697 | 138,184 Financial assets at FVPL | 21 | – | 706,462 | 8,197 | 8,316 Cash and cash equivalents | 24 | 1,553,419 | 982,229 | 1,298,412 | 1,053,511

Total current assets | | 1,691,143 | 2,021,163 | 1,640,666 | 1,411,710

Total assets | | 1,763,984 | 2,152,885 | 1,920,340 | 1,702,332

LIABILITIES Non-current liabilities Borrowings | 27 | 12,255 | – | – | – Lease liabilities | 16 | 6,196 | 16,223 | 33,927 | 35,651 Other payables and accruals | 30 | 28,400 | 29,657 | 56,925 | 12,624

Total non-current liabilities | | 46,851 | 45,880 | 90,852 | 48,275

– I-7 –

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APPENDIX I

ACCOUNTANT'S REPORT

Note | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at March 31, 2024 RMB'000

Current liabilities Trade payables | 29 | 13,083 | 69,907 | 68,085 | 52,370 Contract liabilities | 6 | 252 | 5,660 | 7,479 | 9,459 Borrowings | 27 | 14,035 | 12,581 | – | 67,861 Lease liabilities | 16 | 5,380 | 18,412 | 18,521 | 19,020 Other payables and accruals | 30 | 96,772 | 120,221 | 239,526 | 326,377 Financial instruments issued to investors | 28 | 5,249,949 | 8,386,402 | 12,589,493 | 10,977,065

Total current liabilities | | 5,379,471 | 8,613,183 | 12,923,104 | 11,452,152

Total liabilities | | 5,426,322 | 8,659,063 | 13,013,956 | 11,500,427

DEFICIT IN EQUITY Deficit in equity attributable to owners of the Company Share capital | 25 | 46 | 46 | 46 | 46 Reserves | 26 | 175,804 | 85,900 | 353,580 | 445,799 Accumulated losses | | (3,838,188) | (6,592,124) | (11,447,242) | (10,243,940)

Total deficit in equity | | (3,662,338) | (6,506,178) | (11,093,616) | (9,798,095)

Total deficit in equity and liabilities | | 1,763,984 | 2,152,885 | 1,920,340 | 1,702,332

– I-8 –

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APPENDIX I

ACCOUNTANT'S REPORT

STATEMENTS OF FINANCIAL POSITION OF THE COMPANY

Note | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at March 31, 2024 RMB'000

ASSETS Non-current assets Investments in subsidiaries | 14(b) | 108,379 | 211,832 | 384,385 | 465,953

Total non-current assets | | 108,379 | 211,832 | 384,385 | 465,953

Current assets Amounts due from subsidiaries | 22 | 816,310 | 2,173,231 | 3,090,780 | 2,890,149 Prepayments and other receivables | 22 | – | – | 2,854 | 3,306 Financial assets at FVPL | 21 | – | 706,462 | 8,197 | 8,316 Cash and cash equivalents | 24 | 1,389,115 | 250,126 | 593,161 | 710,015

Total current assets | | 2,205,425 | 3,129,819 | 3,694,992 | 3,611,786

Total assets | | 2,313,804 | 3,341,651 | 4,079,377 | 4,077,739

Current liabilities Financial instruments issued to investors | 28 | 5,124,095 | 8,350,989 | 12,589,493 | 10,977,065 Other payables and accruals | 30 | 7,355 | 4,111 | 22,106 | 24,613

Total current liabilities | | 5,131,450 | 8,355,100 | 12,611,599 | 11,001,678

Total liabilities | | 5,131,450 | 8,355,100 | 12,611,599 | 11,001,678

DEFICIT IN EQUITY Deficit in equity attributable to owners of the Company Share capital | 25 | 46 | 46 | 46 | 46 Reserves | 26 | 165,474 | 130,326 | 406,670 | 504,194 Accumulated losses | | (2,983,166) | (5,143,821) | (8,938,938) | (7,428,179)

Total deficit in equity | | (2,817,646) | (5,013,449) | (8,532,222) | (6,923,939)

Total deficit in equity and liabilities | | 2,313,804 | 3,341,651 | 4,079,377 | 4,077,739

– I-9 –

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APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT IN EQUITY

Note | Attributable to equity holders of the Company | Share capital RMB'000 | Reserves RMB'000 | Accumulated losses RMB'000 | Total RMB'000

As at January 1, 2021 | 52 | 95,913 | (1,481,686) | (1,385,721)

Comprehensive loss Loss for the year | | | (2,356,502) | (2,356,502) Foreign currency translation | | 62,755 | | 62,755 Fair value change on redeemable convertible preferred shares due to own credit risk | 28 | (11,730) | | (11,730)

Total comprehensive loss for the year | | 51,025 | (2,356,502) | (2,305,477)

Transactions with owners in their capacity as owners Repurchase and cancellation of ordinary shares | 25 | (6) | (46,500) | | (46,506) Share-based compensation | 8 | | 111,744 | | 111,744 Repurchase and cancellation of vested share options | 31 | | (36,378) | | (36,378)

Total transactions with owners in their capacity as owners for the year | | (6) | 28,866 | | 28,860

As at December 31, 2021 | 46 | 175,804 | (3,838,188) | (3,662,338)

– I-10 –

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APPENDIX I

ACCOUNTANT'S REPORT

Note | Attributable to equity holders of the Company | Share capital RMB'000 | Reserves RMB'000 | Accumulated losses RMB'000 | Total RMB'000

As at January 1, 2022 | 46 | 175,804 | (3,838,188) | (3,662,338)

Comprehensive loss Loss for the year | | | (2,753,936) | (2,753,936) Foreign currency translation | | (396,648) | | (396,648) Fair value change on redeemable convertible preferred shares due to own credit risk | 28 | (10,114) | | (10,114)

Total comprehensive loss for the year | | (406,762) | (2,753,936) | (3,160,698)

Transactions with owners in their capacity as owners Share-based compensation | 8 | | 339,544 | | 339,544 Repurchase and cancellation of vested share options | 31 | | (22,686) | | (22,686)

Total transactions with owners in their capacity as owners for the year | | | 316,858 | | 316,858

As at December 31, 2022 | 46 | 85,900 | (6,592,124) | (6,506,178)

APPENDIX I

ACCOUNTANT'S REPORT

Note

Attributable to equity holders of the Company | | Share capital | Reserves | Accumulated losses | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

As at January 1, 2023 | 46 | 85,900 | (6,592,124) | (6,506,178)

Comprehensive loss Loss for the year | | – | (4,855,118) | (4,855,118) Foreign currency translation | | (148,349) | – | (148,349) Fair value change on redeemable convertible preferred shares due to own credit risk | 28 | (5,023) | – | (5,023)

Total comprehensive loss for the year | | (153,372) | (4,855,118) | (5,008,490)

Transactions with owners in their capacity as owners Share-based compensation | 8 | 421,052 | – | 421,052

Total transactions with owners in their capacity as owners for the year | | 421,052 | – | 421,052

As at December 31, 2023 | 46 | 353,580 | (11,447,242) | (11,093,616)

– I-12 –

APPENDIX I

ACCOUNTANT'S REPORT

Note

Attributable to equity holders of the Company | | Share capital | Reserves | Accumulated losses | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

(Unaudited) As at January 1, 2023 | 46 | 85,900 | (6,592,124) | (6,506,178)

Comprehensive loss Loss for the period | | – | (1,106,663) | (1,106,663) Foreign currency translation | | 89,489 | – | 89,489 Fair value change on redeemable convertible preferred shares due to own credit risk | 28 | (3,940) | – | (3,940)

Total comprehensive loss for the period | | 85,549 | (1,106,663) | (1,021,114)

Transactions with owners in their capacity as owners Share-based compensation | 8 | 80,722 | – | 80,722

Total transactions with owners in their capacity as owners for the period | | 80,722 | – | 80,722

As at March 31, 2023 | 46 | 252,171 | (7,698,787) | (7,446,570)

– I-13 –

APPENDIX I

ACCOUNTANT'S REPORT

Note

Attributable to equity holders of the Company | | Share capital | Reserves | Accumulated losses | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

As at January 1, 2024 | 46 | 353,580 | (11,447,242) | (11,093,616)

Comprehensive income Profit for the period | | – | 1,203,302 | 1,203,302 Foreign currency translation | | (23,575) | – | (23,575) Fair value change on redeemable convertible preferred shares due to own credit risk | 28 | 2,659 | – | 2,659

Total comprehensive income for the period | | (20,916) | 1,203,302 | 1,182,386

Transactions with owners in their capacity as owners Share-based compensation | 8 | 113,135 | – | 113,135

Total transactions with owners in their capacity as owners for the period | | 113,135 | – | 113,135

As at March 31, 2024 | 46 | 445,799 | (10,243,940) | (9,798,095)

– I-14 –

APPENDIX I

ACCOUNTANT'S REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS

| Note | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 |

Cash flows from operating activities Cash used in operations | 11 | (639,690) | (770,810) | (1,083,727) | (275,760) | (291,432) Interest received from cash at banks | | 375 | 16,141 | 25,902 | 5,221 | 9,509

Net cash used in operating activities | 32(a) | (639,315) | (754,669) | (1,057,825) | (270,539) | (281,923)

Cash flows from investing activities Payments of property, plant and equipment | 18 | (25,539) | (50,056) | (81,426) | (33,914) | (10,673) Payment for investment in an associate | | – | – | (10,000) | – | – Payments for intangible assets | | (8,278) | (21,030) | (52,172) | (13,752) | (14,926) Government grants received in relation to acquisition of non-current assets | 15 | – | 5,000 | – | – | – Payments for financial assets at FVPL | 21 | – | (672,610) | (20,000) | – | – Proceeds from maturity of financial assets at FVPL | | – | 710,296 | 356,075 | – | 2,000 Proceeds from repayment of loans by a related party | | 5,900 | – | – | – | –

Net cash (used in)/generated from investing activities | | (31,817) | (732,796) | 546,698 | 308,409 | (25,599)

Cash flows from financing activities Proceeds from issuance of financial instruments to investors | 32(d) | 2,132,435 | 915,049 | 853,713 | – | – Repayment of convertible notes | 32(d) | (32,783) | (55,000) | (13,634) | – | – Repurchase of warrant | 32(d) | (1,818) | – | (4,358) | – | – Proceeds from borrowings | 32(d) | – | – | – | – | 67,800 Repayment of borrowings | 32(d) | (8,040) | (13,783) | (12,255) | (3,445) | – Interests paid for borrowings | 32(d) | (1,766) | (1,115) | (637) | (153) | (5) Repurchase of ordinary shares | 25 | (41,915) | (4,591) | – | – | – Repurchase of vested share options | 31 | (36,378) | (22,686) | – | – | – Principal payments of lease liabilities | 32(d) | (5,225) | (13,779) | (16,315) | (3,473) | (7,132) Interest paid for lease liabilities | 32(d) | (515) | (1,479) | (1,817) | (469) | (713) Repurchase of redeemable convertible preferred shares | 30 | (3,798) | – | – | – | – Payments for listing expenses | | – | (40) | (1,719) | (495) | (355) Proceeds from exercise of stock option | | 669 | 1,599 | 6,157 | 271 | 1,151

– I-15 –

APPENDIX I

ACCOUNTANT'S REPORT

| Note | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 |

Net cash generated from/(used in) financing activities | | 2,000,866 | 804,175 | 809,135 | (7,764) | 60,746

Net increase/(decrease) in cash and cash equivalents | | 1,329,734 | (683,290) | 298,008 | 30,106 | (246,776)

Cash and cash equivalents at beginning of the year/period | 24 | 243,888 | 1,553,419 | 982,229 | 982,229 | 1,298,412

Exchange (losses)/gains on cash and cash equivalents | | (20,203) | 112,100 | 18,175 | (9,497) | 1,875

Cash and cash equivalents at end of the year/period | 24 | 1,553,419 | 982,229 | 1,298,412 | 1,002,838 | 1,053,511

– I-16 –

APPENDIX I

ACCOUNTANT'S REPORT

II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1 GENERAL INFORMATION

APPENDIX I

ACCOUNTANT'S REPORT

黑芝麻智能科技控股有限公司（"本公司"）于2016年7月15日根据开曼群岛《公司法》（第22章，1961年第3号法律，经合并修订）在开曼群岛注册成立为获豁免有限责任公司。本公司注册办事处地址为P. O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands。

Black Sesame International Holding Limited (黑芝麻智能科技控股有限公司，"the Company") was incorporated in the Cayman Islands on July 15, 2016 as an exempted company with limited liability under the Companies Act (Cap. 22, Law 3 of 1961 as consolidated and revised) of the Cayman Islands. The address of the Company's registered office is P. O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands.

The Company is an investment holding company. The Company and its subsidiaries (collectively, the "Group") primarily provide autonomous driving system on chip ("SoC") and SoC-based solutions and focus on developing automotive grade autonomous driving SoCs.

The detailed information of major subsidiaries was disclosed in Note 14.

2

SUMMARY OF ACCOUNTING POLICY INFORMATION

The principal accounting policies applied in the preparation of the Historical Financial Information are set out below. These policies have been consistently applied throughout the Track Record Period, unless otherwise stated.

2.1 Basis of preparation

The Historical Financial Information of the Group has been prepared in accordance with IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB").

The Historical Financial Information has been prepared under the historical cost convention, as modified by the revaluation of certain financial assets at FVPL and financial instruments issued to investors, which are carried at fair value.

The Group is in the development phase and has been incurring losses from operations since incorporation. The Group incurred operating losses of RMB722,660 thousand, RMB1,052,821 thousand, RMB1,696,897 thousand, RMB330,709 thousand and RMB439,299 thousand for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024, respectively. Also, the Group's net cash used in operating activities was RMB639,315 thousand, RMB754,669 thousand, RMB1,057,825 thousand, RMB270,539 thousand and RMB281,923 thousand for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024, respectively, attributable primarily to significant research and development ("R&D") expenditures. As at March 31, 2024, the Group has cash and cash equivalents of RMB1,053,511 thousand, net current liabilities of RMB10,040,442 thousand and net liabilities of RMB9,798,095 thousand, attributable primarily to the redeemable convertible preferred shares with a carrying amount of RMB10,977,065 thousand. These adverse events and conditions may cast significant doubt about the Company's capability to continue as a going concern for at least twelve months from the end of the reporting period as of March 31, 2024. The directors of the Company have carefully considered the future liquidity, the operation performance and the available sources of financing in assessing whether the Group will have sufficient financial resources to continue as a going concern for at least twelve months from March 31, 2024, taking into consideration the following plans and measures:

(i) The Company is contemplating the IPO to raise additional funding. The Preferred Shares will be automatically converted to ordinary shares of the Company upon the successful listing of the shares of the Company.

(ii) As disclosed in Note 27 to the financial statements, in May 2024, the Group entered into a two-year syndicated loan agreement to provide loans to two subsidiaries with principal amounting to RMB500 million. Out of the total amount, RMB300 million and RMB200 million will be due for repayment by installments in November 2025 and May 2026 respectively. Also, the bank has the right to request the Group to make early repayment of the loans in full if the Company fails to consummate equity financing with the gross proceeds no less than a pre-determined amount by December 31, 2024. Management has evaluated the impacts of such syndicated loans and the potential early repayment on the Group's future liquidity.

(iii) The Group will continuously make effort to capture market opportunities for revenue growth through (a) fulfilment of letter of intent on hand, (b) enhancement in reliability of its autonomous driving and cross-domain technologies, (c) successful launch and mass production of Huashan (华山) and Wudang (武当) series SoCs, and (d) achievement of additional design wins with existing or new customers.

– I-17 –

APPENDIX I ACCOUNTANT'S REPORT

(iv) The Group will also take active measures to control its operating expenditures, monitor its cash position from time to time and may adjust uncommitted expenditure where necessary, including (a) prudently undertaking new major R&D projects in the future, with its resources focused on products and technologies that can quickly achieve commercialization and (b) streamlining its operations to maintain a reasonable size of management, operations and R&D teams.

The Company has issued convertible notes ("Convertible Notes") to various investors (Note 28(c)). The Convertible Notes are unsecured and may be converted at the holder's option into shares of the Company.

The Group designated the Convertible Notes as financial liabilities at fair value through profit or loss. They are initially recognised at fair value. Subsequent to initial recognition, the Convertible Notes are carried at fair value with changes in fair value recognised in the consolidated statements of comprehensive (loss)/income, except for the gains or losses arising from the Company's own credit risk which are presented in OCI with no subsequent reclassification to the statement of profit or loss.

The Convertible Notes are classified as current liabilities as the Group does not have an unconditional right to defer the settlement of these liabilities for at least twelve months from the end of the respective reporting periods (Note 3.1(c)).

2.2.2 Commitment derivatives Certain share purchase agreements entered into with investors contain certain clauses which constitute derivatives, such as redemption options, conversion options, anti-dilution provisions, and other provisions. These commitments constitute derivative financial liabilities from the Group's perspective (collectively the "Commitment Derivatives").

These Commitment Derivatives are initially recognised at fair value on the date a derivative contract is entered into. These Commitment Derivatives are subsequently re-measured to their fair value at the end of each reporting period with fair value changes recognised in the consolidated statements of comprehensive (loss)/income.

2.2.3 Revenue recognition The Group recognises revenue when (or as) the performance obligation is satisfied. The Group's major revenue streams are as follows:

(a) Sales of robotic products and solutions Revenue from sales of robotic products and solutions are recognised at a point in time when the customer has obtained control of the products and the Group has a present right to payment for the products. This is generally when the products are delivered to, and accepted by, the customer.

(b) Service income Revenue from services that are provided over time are recognised over the period during which the services are delivered. Revenue from services that are provided at a point in time are recognised when the services are completed and accepted by the customer.

– I-19 –

APPENDIX I ACCOUNTANT'S REPORT

(c) Government grants Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets.

2.2.4 Leases The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

– I-20 –

黑芝麻上海有限公司（"黑芝麻上海"），即本公司的全资附属公司，已向投资者发行可转换票据。详情请参阅附注28(c)。

本集团将其可转换票据指定为按公允价值计入损益的金融负债，初始确认时按公允价值入账。任何直接可归属的交易成本均在综合全面（亏损）/收益表中确认为财务成本。初始确认后，可转换票据按公允价值列账，公允价值变动在损益中确认，惟归属于自身信用风险的部分除外，该部分在其他综合收益中列示。

2.2.2 衍生金融工具

衍生金融工具于订立衍生合约之日按公允价值初始确认，其后于每个报告年度末重新计量至公允价值。衍生金融工具的公允价值变动在损益中确认。

2.2.3 存货

存货按成本与可变现净值两者中的较低者列账。成本主要包括直接材料及加工支出。所购存货的成本在扣除回扣及折扣后确定。可变现净值为在正常业务过程中的估计销售价格，减去估计竣工成本及估计销售所需成本。

– I-19 –

附录一

会计师报告

2.2.4 当期及递延所得税

当期的所得税支出或抵免，是根据各司法管辖区适用所得税税率，就当期应税收入所缴纳的税款，并经归属于暂时性差异及未使用税务亏损的递延所得税资产及负债变动调整后确定。

(a) 当期所得税

当期所得税按本公司、其附属公司及联营公司经营并产生应税收入的国家，于报告期末已颁布或实质上已颁布的税法计算。管理层定期评估税务申报中，就适用税务法规须作出诠释的情况所采纳的立场，并考虑税务机关是否可能接受不确定的税务处理。本集团按最可能金额或预期价值计量其税务结余，视乎哪种方法能更准确预测不确定性的解决结果而定。

(b) 递延所得税

递延所得税按负债法，就历史财务资料中资产及负债的计税基础与其账面金额之间产生的暂时性差异全额计提。然而，若递延所得税负债源于商誉的初始确认，则不予确认。若递延所得税源于并非业务合并的交易中资产或负债的初始确认，且该交易于交易时既不影响会计损益亦不影响应税损益，并且不产生等额的应税及可抵扣暂时性差异，则亦不予入账。递延所得税按于报告期末已颁布或实质上已颁布，并预期于相关递延所得税资产变现或递延所得税负债结算时适用的税率（及税法）厘定。

递延税项资产仅于未来很可能有足够应税金额可供动用相关暂时性差异及亏损时方予确认。

对于境外业务投资的账面金额与计税基础之间的暂时性差异，若本集团能够控制暂时性差异转回的时间，且该差异在可预见将来很可能不会转回，则不确认递延税项负债及资产。

递延税项资产与负债在具有法定可执行的抵销当期税项资产与负债的权利，且递延税项余额与同一税务机关相关时，予以抵销。当期税项资产与税项负债在实体具有法定可执行的抵销权利，且拟以净额结算，或同时变现资产及结清负债时，予以抵销。

当期及递延税项在损益中确认，惟与在其他综合收益或直接在权益中确认的项目相关者除外。在此情况下，税项亦分别在其他综合收益或直接在权益中确认。

2.2.5 以股份为基础的付款

本集团经营一项以权益结算的股份酬劳计划，据此本集团以本公司的权益工具换取雇员的服务。如附注31所披露，本集团已向雇员授出购股权。雇员为换取授出购股权而提供的服务的公允价值确认为开支。须确认的开支总额参照所授出权益工具的公允价值厘定：

(i) 包括任何市场表现条件；

(ii) 不包括任何服务及非市场表现归属条件的影响；及

(iii) 包括任何非归属条件的影响。

开支总额在归属期内确认，归属期为须满足所有指定归属条件的期间。于每个报告期末，本集团根据服务条件修订对预期归属购股权数目的估计。如有对原有估计作出修订，其影响在损益中确认，并相应调整权益。

– I-20 –

附录一

会计师报告

Revenue generated from provision of autonomous driving related software and hardware development services primarily includes non-recurring engineering fees ("NRE fees"). The Group evaluates whether NRE fees are distinct from the products and identified as separate performance obligations.

When the NRE services are considered not distinct from the products, the NRE fees are combined with subsequent product sales as a single performance obligation. In this case, the NRE fees together with the product sales price are allocated to the products sold, and recognised as revenue when the customer accepts the products.

When the NRE services are considered distinct from the products, the NRE fees are identified as a separate performance obligation. In this case, the Group recognises NRE fee revenue over time using the input method based on the costs incurred to date relative to the total estimated costs for the contract, which the Group considers best depicts the progress of the satisfaction of the performance obligation.

2)

Software Licensing and Services

Revenue generated from software licensing and services primarily includes revenues from sales of software licenses, provision of software development services, and provision of technical support and maintenance services.

2-1)

Sales of software licenses

Revenue generated from sales of software licenses is recognised at the point in time when the software license has been delivered and the customer has the ability to use and benefit from the software license.

2-2)

Provision of software development services

Revenue generated from provision of software development services is recognised over time, i.e., over the software development period, using the input method based on the costs incurred to date relative to the total estimated costs for the contract, which the Group considers best depicts the progress of the satisfaction of the performance obligation.

2-3)

Provision of technical support and maintenance services

Revenue generated from provision of technical support and maintenance services is recognised over the service period on a straight-line basis, or based on the progress towards complete satisfaction of the performance obligation.

3)

Contract Assets and Contract Liabilities

A contract asset is recognised when the Group has recognised revenue but does not have an unconditional right to the consideration. A contract asset is subject to impairment assessment in accordance with the requirements for impairment of financial assets.

A contract liability represents the Group's obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. Contract liabilities are presented as "contract liabilities" in the consolidated statements of financial position.

2.2.7 Contract costs

Incremental costs of obtaining a contract with a customer are recognised as an asset if the Group expects to recover those costs. A contract cost asset is amortised on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. An impairment loss is recognised in profit or loss to the extent that the carrying amount of a contract cost asset exceeds the remaining amount of consideration that the Group expects to receive in exchange for the goods or services to which the asset relates after deducting the costs that relate directly to providing and that have not yet been recognised as expenses.

Where the amortisation period of an incremental cost of obtaining a contract would be one year or less, the Group applies the practical expedient to expense those costs as incurred.

2.2.8 Government grants

Government grants are recognised in the consolidated statements of financial position initially when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are recognised as income in profit or loss on a systematic basis over the useful life of the asset.

– I-22 –

Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's share of the investee's profit or loss is recognised in the Group's statement of profit or loss. Distributions received from an investee reduce the carrying amount of the investment. Adjustments to the carrying amount may also be necessary for changes in the investor's proportionate interest in the investee arising from changes in the investee's other comprehensive income. The Group's share of those changes is recognised in other comprehensive income. When the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in note 2.3.9 below.

2.3.2 Foreign currency translation (a)

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("functional currency"). The consolidated financial statements are presented in Renminbi ("RMB"), which is the Group's presentation currency. (b)

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income. (c)

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:

– I-23 –

APPENDIX I

ACCOUNTANT'S REPORT

(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; (ii) income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (iii) all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is partially disposed of or sold, the associated exchange differences that were recorded in other comprehensive income are reclassified to profit or loss, as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2.3.3 Property, plant and equipment Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated 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 any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. Depreciation is calculated using the straight-line method to allocate the cost of assets, net of their residual values, over their estimated useful lives or, in the case of certain leased assets, the shorter of the lease term and the useful life, as follows:

| Category | Useful Life | Residual Value | |---|---|---| | Electronic equipment | 3-5 years | 5% | | Machinery and equipment | 5 years | 5% | | Transportation equipment | 5 years | 5% | | Leasehold improvements | Shorter of useful life or lease period | Nil |

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

APPENDIX I

ACCOUNTANT'S REPORT

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are recognised in OCI. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

2.3.5 Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease term as follows:

| Category | Estimated Useful Life | |---|---| | Buildings | 20–40 years | | Leasehold improvements | 2–10 years | | Machinery and equipment | 3–10 years | | Electronic equipment | 3–5 years | | Motor vehicles | 4–5 years | | Furniture and fixtures | 3–5 years |

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (Note 2.3.7).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.

2.3.6 Intangible assets

(a) Goodwill

Goodwill is measured as described in Note 2.3.1. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, which in our case are the operating segments.

(b) Customer relationships

Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses. Customer relationships are amortised over their estimated useful life of 5 years.

(c) Computer software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of 3–10 years.

Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the following criteria are met:

- it is technically feasible to complete the software so that it will be available for use; - management intends to complete the software and use or sell it; - there is an ability to use or sell the software; - it can be demonstrated how the software will generate probable future economic benefits; - adequate technical, financial and other resources to complete the development and to use or sell the software are available; and - the expenditure attributable to the software during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use over its estimated useful life, not exceeding 10 years.

(d) Trademarks and licences

Separately acquired trademarks and licences are shown at historical cost. Trademarks and licences acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licences over their estimated useful lives of 5–20 years.

2.3.7 Impairment of non-financial assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

– I-25 –

2.3.5 物业、厂房及设备 (Property, Plant and Equipment)

物业、厂房及设备按历史成本减折旧及累计减值列示。 历史成本包括直接归属于购置相关项目的支出。 后续成本仅在与该项目相关的未来经济利益很可能流入本集团且该项目的成本能够可靠计量时，才适当地计入资产账面金额或确认为单独资产。任何作为单独资产入账的组成部分，于被替换时终止确认其账面金额。所有其他修理及维护费用于发生当年计入损益。

折旧采用直线法，按以下估计使用年限（或租赁期改良工程则按较短的租赁期限）将成本扣除残值后进行分摊：

| 资产类别 | 使用年限 | |---|---| | 电子设备 (Electronic devices) | 3-5年 | | 家具及固定装置 (Furniture and fixtures) | 5年 | | 车辆 (Vehicles) | 4年 | | 租赁期改良工程 (Leasehold improvements) | 租赁期限与资产估计使用年限两者中较短者 |

各资产残值及使用年限于每个报告期末进行检讨，并于适当时作出调整。

若资产账面金额高于其估计可收回金额，则该资产账面金额须立即减记至其可收回金额（附注2.3.7）。

出售所得款项与账面金额比较所产生的出售损益，在综合全面（亏损）/收益表中的"其他（亏损）/收益——净额"项目内确认。

2.3.6 无形资产

(a) 软件 (Software)

购入的软件按购置及准备使用特定软件所产生的成本为基础初始资本化。与维护计算机软件程序相关的成本于发生时确认为费用。软件按历史成本减累计摊销及减值亏损（如有）列示。摊销采用直线法，将成本按以下估计使用年限进行分摊。本集团按以下年限采用直线法摊销具有有限使用年限的软件：

| 资产类别 | 摊销年限 | |---|---| | 软件 (Software) | 1.5-3年 |

在厘定使用年限时，本集团管理层已考虑以下因素：(i) 估计可为本集团带来经济利益的期间；(ii) 市场上同类公司估计的使用年限。

— I-25 —

附录一　会计师报告

(b) 研究及开发 (Research and Development)

本集团在研究及开发活动上产生大量成本及投入大量资源。研究支出于发生时确认为费用。研究及开发项目所产生的成本，在符合以下标准时确认为无形资产：

• 在技术上有能力完成该研究及开发项目，使其可供使用或出售；

• 管理层有意完成该研究及开发项目并加以使用或出售；

• 有能力使用或出售该研究及开发项目；

• 能够证明该研究及开发项目将如何产生很可能实现的未来经济利益；

• 可获得充足的技术、财务及其他资源以完成开发工作及使用或出售该研究及开发项目；及

• 该研究及开发项目在开发期间可归属的支出能够可靠计量。

FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in "Other (losses)/gains – net". Interest income from these financial assets is included in "Finance income" using the effective interest rate method. Foreign exchange gains and losses are presented in "Other (losses)/gains – net" and impairment expenses are presented as a separate line item in the consolidated statements of comprehensive (loss)/income.

•

FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net in the consolidated statements of comprehensive (loss)/income within "Other (losses)/gains – net" in the period in which it arises.

Equity instruments The Group subsequently measures all equity investments at fair value. Where the Group's management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established. Changes in the fair value of financial assets at FVPL are recognised in "Other (losses)/gains – net" in the consolidated statements of comprehensive (loss)/income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value. (d)

Impairment

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables and contract assets, the Group applies the simplified approach permitted by HKFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. For other financial instruments, the Group applies the general model which assesses credit risk in three stages: Stage 1: Financial assets with no significant increase in credit risk since initial recognition. The Group recognises 12-month expected credit losses. Stage 2: Financial assets with significant increase in credit risk since initial recognition but without objective evidence of impairment. The Group recognises lifetime expected credit losses. Stage 3: Financial assets with objective evidence of impairment. The Group recognises lifetime expected credit losses.

– I-27 –

APPENDIX I

ACCOUNTANT'S REPORT

2.3.9 Offsetting financial instruments Financial assets and liabilities are offset and the net amount is reported in the consolidated balance sheets 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 legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty. 2.3.10 Cash and cash equivalents Cash and cash equivalents include cash in hand and deposits held at call with financial institutions. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 2.3.11 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 2.3.12 Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. 2.3.13 Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. 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 balance sheet date. 2.3.14 Borrowing costs General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed in the period incurred. During the Track Record Period, the Group had no qualifying assets and therefore no borrowing costs were capitalised. 2.3.15 Current and deferred income tax The income tax expense or credit for the period is the tax payable or refundable 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 to unused tax losses.

FVOCI：对于以收取合同现金流量和出售金融资产为目的而持有的资产，且该资产的现金流量仅代表本金和利息的支付，则以FVOCI计量。账面金额的变动计入其他综合收益，但已确认的减值损益、利息收入及外汇损益除外，上述项目计入损益。当金融资产终止确认时，此前已在其他综合收益中确认的累计损益从权益重新分类至损益，并在"其他（损失）/收益——净额"中确认。来自上述金融资产的利息收入采用实际利率法计入财务收入。外汇损益列示于"其他（损失）/收益——净额"，减值费用在综合（亏损）/收益合并报表中作为单独行项目列示。

– I-27 –

附录一

会计师报告

•

FVPL：不符合摊余成本或FVOCI金融资产标准的资产以FVPL计量。对于随后以公允价值计量且其变动计入损益、且不属于套期关系的债务投资，其损益在产生当期计入损益，并在"其他（损失）/收益——净额"中以净额列示。

权益工具 本集团随后对所有权益类投资以公允价值计量。若本集团管理层选择将权益类投资的公允价值损益列示于其他综合收益，则在终止确认该投资后，公允价值损益不再重新分类至损益。来自上述投资的股息，在本集团收取款项的权利已确立时，仍继续作为其他收入在损益中确认。 以FVPL计量的金融资产公允价值变动，视情况在综合（亏损）/收益合并报表的"其他（损失）/收益——净额"中确认。以FVOCI计量的权益类投资的减值损失（及减值损失的转回）不单独区别于公允价值的其他变动而单独报告。

(d)

减值

尽管现金及现金等价物亦受《国际财务报告准则第9号》减值规定的约束，但已识别的减值损失并不重大。 本集团对以摊余成本计量的债务工具相关的预期信用损失进行前瞻性评估。所采用的减值方法取决于信用风险是否发生重大增加。 对于贸易应收款项及应收票据，本集团采用《国际财务报告准则第9号》允许的简化方法，该方法要求自应收款项初始确认起即确认预期存续期损失，详见附注3.1。 其他应收款项的减值以12个月预期信用损失或整个存续期预期信用损失计量，具体取决于自初始确认以来信用风险是否发生重大增加。若某项应收款项自初始确认以来信用风险已发生重大增加，则减值以整个存续期预期信用损失计量。

2.3.9 金融工具的抵销 当存在可依法强制执行的权利以抵销已确认金额，且有意以净额结算或同时变现资产及清偿负债时，金融资产与负债相互抵销，并以净额在财务状况合并报表中列报。

2.3.10 贸易应收款项 贸易应收款项是指在正常经营过程中因销售商品或提供服务而应向客户收取的款项。若预期在一年内（或业务正常经营周期内，如更长）收回贸易应收款项，则将其归类为流动资产；否则，列示为非流动资产。 贸易应收款项初始确认时以无条件对价金额计量，但若其包含重大融资成分，则以公允价值确认。本集团持有贸易应收款项的目的是收取合同现金流量，因此随后采用实际利率法以摊余成本计量。有关本集团贸易应收款项会计处理的更多信息，详见附注23；有关本集团减值政策的说明，详见附注3.1。

2.3.11 应收贷款 以收取合同现金流量为目的持有、且该现金流量仅代表本金和利息支付的应收贷款，初始确认时以公允价值加上可归属于资产取得的交易成本计量，随后采用实际利率法以摊余成本计量，并扣除减值准备。

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附录一

会计师报告

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 present value. 2.3.18 Share-based payments

The Group operates equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted: – including any market performance conditions (for example, an entity's share price); – excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and – including the impact of any non-vesting conditions (for example, the requirement for employees to save or hold shares for a specific period of time). Non-market vesting conditions and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium. The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. 2.3.19 Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligation 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. 2.3.20 Revenue recognition

Revenue is measured at the transaction price agreed under the contract. The Group recognises revenue when it transfers control of a product or service to a customer.

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附录一 会计师报告

(a) Product sales

The Group generates revenue from the sales of products, mainly including fertilisers, chemical products, and other products. Revenue from product sales is recognised at the point in time when control of the products has been transferred to the customer, being when the products have been delivered to a specific location, the customer has accepted the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

Revenue is recognised based on the price specified in the contract, net of the estimated volume discounts and return. The estimated variable consideration is constrained to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. To estimate the volume discounts, the Group uses the expected value method to estimate the variable consideration. The validity of the constraint is reassessed at each reporting date. A refund liability (included in trade and other payables) is recognised for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. (b) Income from logistics and other services

Revenue from logistics and other services is recognised at the time when the services are performed. 2.3.21 Interest income

Interest income from financial assets at fair value through profit or loss is included in the net fair value gains/(losses) on these assets. Interest income from other financial assets is calculated using the effective interest method and is recognised in the period in which it arises, considering the principal outstanding and the rate applicable. 2.3.22 Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the profit and loss over the period necessary to match them with the costs that they are intended to compensate. Government grants relating to property, plant and equipment are included in non-current liabilities as deferred revenue and are credited to profit and loss on a straight-line basis over the expected useful lives of the related assets. 2.3.23 Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right- of-use assets representing the right to use the underlying assets.

– I-31 –

APPENDIX I

ACCOUNTANT'S REPORT

(i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

| Category | Useful Life | |---|---| | Buildings | 1-3 years |

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 2.3.10 Impairment of non-financial assets. (ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease in-substance fixed payments or a change in the assessment to exercise a purchase option. (iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be of low value (i.e., below USD5,000). Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

– I-32 –

the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

2.3.22 Rounding of amounts The Financial Statements are presented in Renminbi ("RMB"). Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. 2.4 Critical accounting estimates and judgments Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 2.4.1 Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (a) Fair value of financial instruments The Group holds investments in financial instruments including listed and unlisted equity investments and debt investments. The fair values of financial instruments that are not traded in an active market are determined by using various valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. The changes in assumptions made could affect the reported fair value of these financial instruments. (b) Impairment of trade and other receivables The Group applies the simplified approach for trade receivables. Expected credit losses ("ECL") for trade receivables are estimated based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. For other receivables, the Group applies the general approach to assess the ECL of other receivables.

– I-32 –

APPENDIX I

ACCOUNTANT'S REPORT

(c) Impairment of investments in unlisted equity securities The Group holds investments in unlisted equity securities of a number of entities for strategic purposes. The fair values of these investments are determined using income approach, such as discounted cash flow ("DCF") method. Key assumptions of DCF method mainly include revenue growth rate, discount rate and terminal growth rate. Accordingly, the Group carries out a valuation for the unlisted equity securities with the assistance of an independent professional valuer at least annually to ensure these investments are properly stated. (d) Impairment of goodwill The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash-generating unit ("CGU") is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated in the notes. (e) Net realisable value of inventories Net realisable value of inventories is the estimated selling price in the ordinary course of business less applicable selling expenses. These estimates are based on the current market conditions and the historical experience of selling products of similar nature. It could change significantly as a result of changes in customer demand, raw material costs and competitor actions in response to severe industry downturns. Management reassesses these estimates at each balance sheet date. (f) Share-based payments The Group has share option schemes and awarded share schemes. Significant estimates are made by the Group in determining the fair value of options and awarded shares at grant date, and the number of options that are expected to be exercised. In estimating the fair value of options at grant date, the Group uses the Binomial option pricing model or Black-Scholes pricing model. Key assumptions of these models include exercise price, vesting period, risk-free rate, expected volatility, dividend yield, stock price and discount for lack of marketability. The assumptions used in estimating the fair value of options are disclosed in Note 33.

– I-33 –

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade and notes receivables.

To measure the expected credit losses, trade and notes receivables have been grouped based on shared credit risk characteristics and the days past due. The expected credit loss rates are based on the payment profiles of sales over a period of 36 months before December 31, 2021, 2022 and 2023 and March 31, 2024 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP growth rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.

The loss allowance for trade and notes receivables as at December 31, 2021, 2022 and 2023 and March 31, 2024 are determined as follows:

| | Current | 1-30 days past due | 31-60 days past due | 61-90 days past due | Over 90 days past due | Total | |---|---|---|---|---|---|---| | December 31, 2021 | | | | | | | | Expected loss rate | 0.04% | 0.36% | 0.73% | 1.34% | 12.96% | | | Gross carrying amount (RMB'000) | 310,099 | 7,591 | 2,471 | 1,527 | 7,285 | 328,973 | | Loss allowance (RMB'000) | 124 | 27 | 18 | 20 | 944 | 1,133 | | December 31, 2022 | | | | | | | | Expected loss rate | 0.05% | 0.43% | 0.92% | 1.70% | 14.55% | | | Gross carrying amount (RMB'000) | 453,096 | 11,604 | 3,644 | 2,217 | 9,270 | 479,831 | | Loss allowance (RMB'000) | 227 | 50 | 34 | 38 | 1,349 | 1,698 | | December 31, 2023 | | | | | | | | Expected loss rate | 0.05% | 0.46% | 0.97% | 1.80% | 15.35% | | | Gross carrying amount (RMB'000) | 586,746 | 14,064 | 4,359 | 2,583 | 9,879 | 617,631 | | Loss allowance (RMB'000) | 293 | 65 | 42 | 46 | 1,516 | 1,962 | | March 31, 2024 | | | | | | | | Expected loss rate | 0.05% | 0.47% | 0.99% | 1.84% | 15.68% | | | Gross carrying amount (RMB'000) | 609,210 | 14,600 | 4,525 | 2,681 | 10,254 | 641,270 | | Loss allowance (RMB'000) | 305 | 69 | 45 | 49 | 1,608 | 2,076 |

The loss allowances for trade and notes receivables are reconciled as follows:

| | Year ended December 31, 2021 | Year ended December 31, 2022 | Year ended December 31, 2023 | Three months ended March 31, 2024 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Opening balance | 803 | 1,133 | 1,698 | 1,962 | | Provision for/(reversal of) expected credit losses | 330 | 565 | 264 | 114 | | Closing balance | 1,133 | 1,698 | 1,962 | 2,076 |

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. None of the trade receivables that have been written off are subject to enforcement activities.

– I-33 –

APPENDIX I

ACCOUNTANT'S REPORT

The loss allowance of trade and notes receivables as at December 31, 2021, 2022 and 2023 and March 31, 2024 was determined as follows:

As at December 31, 2021, the loss allowance of individually impaired trade and notes receivables is determined as follows:

| Individual basis | Gross carrying amount RMB'000 | Expected loss rate % | Loss allowance provision RMB'000 | Reason | |---|---|---|---|---| | Trade and notes receivables | 33,042 | 5.7% | (1,892) | The likelihood of recovery |

As at December 31, 2021, the loss allowance of collectively impaired trade and notes receivables is determined as follows:

| Collective basis | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | December 31, 2021 Gross carrying amount | 14,370 | 1,226 | 2,311 | – | 1,176 | 19,083 | | Loss allowance | (221) | (65) | (279) | – | (209) | (774) | | Expected loss rate | 1.5% | 5.3% | 12.1% | – | 17.8% | 4.1% |

As at December 31, 2022, the loss allowance of individually impaired trade and notes receivables is determined as follows:

| Individual basis | Gross carrying amount RMB'000 | Expected loss rate % | Loss allowance provision RMB'000 | Reason | |---|---|---|---|---| | Trade and notes receivables | 70,466 | 11.6% | (8,195) | The likelihood of recovery |

As at December 31, 2022, the loss allowance of collectively impaired trade and notes receivables is determined as follows:

| Collective basis | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | December 31, 2022 Gross carrying amount | 54,265 | 1,740 | 1,075 | 3,011 | 5,812 | 65,903 | | Loss allowance | (1,186) | (105) | (145) | (478) | (1,041) | (2,955) | | Expected loss rate | 2.2% | 6.0% | 13.5% | 15.9% | 17.9% | 4.5% |

As at December 31, 2023, the loss allowance of individually impaired trade and notes receivables is determined as follows:

| Individual basis | Gross carrying amount RMB'000 | Expected loss rate % | Loss allowance provision RMB'000 | Reason | |---|---|---|---|---| | Trade and notes receivables | 57,582 | 26.2% | (15,095) | The likelihood of recovery |

– I-34 –

APPENDIX I

ACCOUNTANT'S REPORT

As at December 31, 2023, the loss allowance of collectively impaired trade and notes receivables is determined as follows:

| Collective basis | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | December 31, 2023 Gross carrying amount | 102,970 | 2,459 | 749 | 9,509 | 12,230 | 127,917 | | Loss allowance | (1,655) | (108) | (71) | (1,249) | (2,384) | (5,467) | | Expected loss rate | 1.6% | 4.4% | 9.5% | 13.1% | 19.5% | 4.3% |

As at March 31, 2024, the loss allowance of individually impaired trade and notes receivables is determined as follows:

| Individual basis | Gross carrying amount RMB'000 | Expected loss rate % | Loss allowance provision RMB'000 | Reason | |---|---|---|---|---| | Trade and notes receivables | 56,482 | 29.9% | (16,869) | The likelihood of recovery |

As at March 31, 2024, the loss allowance of collectively impaired trade and notes receivables is determined as follows:

| Collective basis | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | March 31, 2024 Gross carrying amount | 21,625 | 67,227 | 2,381 | 515 | 21,739 | 113,487 | | Loss allowance | (436) | (3,520) | (247) | (74) | (4,963) | (9,240) | | Expected loss rate | 2.0% | 5.2% | 10.4% | 14.4% | 22.8% | 8.1% |

The movements in provision for impairment of trade and notes receivables are as follows:

| | For the year ended December 31, | | | For the three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (unaudited) | 2024 RMB'000 | | At the beginning of the year/period | (822) | (2,666) | (11,150) | (11,150) | (20,562) | | Provision for doubtful receivables | (1,844) | (8,484) | (9,412) | (1,882) | (5,547) | | At the end of the year/period | (2,666) | (11,150) | (20,562) | (13,032) | (26,109) |

– I-35 –

APPENDIX I

ACCOUNTANT'S REPORT

APPENDIX I

会计师报告

截至2021年12月31日、2022年12月31日及2023年12月31日，应收票据均为账龄少于六个月的银行承兑汇票。对于应收票据，由于其原始到期日为六个月或以下，且承兑银行均为国有银行及其他信誉良好、信用评级较高的大中型上市银行，集团认为与应收票据相关的信用风险较低。集团已评估，在整个存续期预期信用损失法下，应收票据的预期信用损失率并不重大，因此损失准备金并不重大。

截至2024年3月31日，集团无应收票据。

(iii) 其他应收款（包括关联方应收款）的信用风险

对于其他应收款，管理层根据历史结算记录及过往经验，定期对其他应收款（包括关联方应收款）的可回收性进行集体评估及个别评估。集团认为，集团其他应收款未偿余额中不存在重大信用风险。

其他应收款主要包括押金及关联方应收款。集团在每个报告期内持续评估违约概率。为评估信用风险是否显著增加，集团将资产于报告日发生违约的风险与初始确认日发生违约的风险进行比较，并考虑所有可获得的合理且具有支持性的前瞻性信息。尤其纳入以下指标：

• 业务、财务及经济状况出现实际或预期的重大不利变化，预计将导致第三方履行义务能力发生重大变化；

• 第三方经营成果出现实际或预期的重大变化；

• 第三方预期表现及行为发生重大变化，包括第三方付款状态的变化。

截至2021年12月31日、2022年12月31日、2023年12月31日及2024年3月31日，自初始确认以来信用风险未出现显著增加，集团采用12个月预期损失法评估，上述应收款的预期信用损失并不重大。

(iv) 贷款应收款的信用风险

集团对贷款应收款采用预期信用损失模型，具体如下：

• 初始确认时未发生信用减值的贷款应收款划分为"第一阶段"，集团对其信用风险进行持续监控，预期信用损失以12个月为基础计量。

• 若自初始确认以来信用风险显著增加，则该金融工具转移至"第二阶段"，但尚未被认定为已发生信用减值，预期信用损失以整个存续期为基础计量。

• 若该金融工具已发生信用减值，则转移至"第三阶段"，预期信用损失以整个存续期为基础计量。

• 在第一阶段和第二阶段，利息收入按账面总值（不扣除损失准备金）计算。若金融资产其后发生信用减值（第三阶段），集团须在后续报告期内按实际利率法，以金融资产的摊余成本（账面总值扣除损失准备金后的净额）而非账面总值计算利息收入。

截至2021年12月31日，集团持有贷款应收款人民币590万元（附注22）。上述贷款应收款已于2022年全额收回，集团截至2022年12月31日、2023年12月31日及2024年3月31日均无未偿贷款应收款。截至2021年12月31日，自初始确认以来信用风险未出现显著增加。

– I-36 –

APPENDIX I

会计师报告

(v) 以公允价值计量且其变动计入损益的金融资产的信用风险

集团亦面临与以公允价值计量且其变动计入损益的债务投资相关的信用风险。于各报告年度末的最大风险敞口为上述投资的账面金额（2021年12月31日：零；2022年12月31日：人民币7.065亿元；2023年12月31日：人民币820万元；2024年3月31日：人民币830万元）。

(c) 流动性风险

审慎的流动性风险管理意味着维持充足的现金及现金等价物，以及通过债务和股权融资筹集资金的能力。集团历史上通过银行借款、发行优先股及可转换票据（附注28）来满足营运资金需求。

管理层根据预期现金流量，对集团的流动性储备滚动预测进行监控。

集团按公允价值计量且其变动计入损益的方式确认向投资者发行的金融工具（附注28）。因此，向投资者发行的金融工具以公允价值为基础进行管理，而非按到期日管理。

下表按各年末至合同到期日的剩余期限，对集团所有非衍生金融负债进行到期日分组分析。表中所列金额为合同未折现现金流量。12个月内到期的余额等于其账面余额，因为折现影响并不重大。

| | 1年以内 人民币千元 | 1至2年 人民币千元 | 2至5年 人民币千元 | 5年以上 人民币千元 | 合计 人民币千元 | |---|---|---|---|---|---| | **截至2021年12月31日** | | | | | | | 应付账款（附注29） | 13,083 | – | – | – | 13,083 | | 其他应付款及应计费用（不含政府补助、其他应付税款、应付薪酬及福利）（附注30） | 54,444 | – | – | – | 54,444 | | 借款（含至到期日应计利息） | 15,678 | 13,065 | – | – | 28,743 | | 租赁负债 | 5,745 | 5,614 | 4,448 | – | 15,807 | | | 88,950 | 18,679 | 4,448 | – | 112,077 |

– I-37 –

APPENDIX I

ACCOUNTANT'S REPORT

| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Over 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | **截至2022年12月31日 / As at December 31, 2022** | | | | | | | 贸易应付款（注29）Trade payables (Note 29) | 69,907 | – | – | – | 69,907 | | 其他应付款及应计费用（不含政府补助、其他应付税款、薪酬及福利应付款）（注30）Other payables and accruals (excluding government grants, other tax payables, payroll and welfare payables) (Note 30) | 12,853 | – | – | – | 12,853 | | 借款（含至到期日止的应计利息）Borrowings (including interest accrual up to maturity) | 13,065 | – | – | – | 13,065 | | 租赁负债 Lease liabilities | 19,640 | 14,699 | 2,946 | – | 37,285 | | **合计 Total** | **115,465** | **14,699** | **2,946** | **–** | **133,110** |

| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Over 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | **截至2023年12月31日 / As at December 31, 2023** | | | | | | | 贸易应付款（注29）Trade payables (Note 29) | 68,085 | – | – | – | 68,085 | | 其他应付款及应计费用（不含政府补助、其他应付税款、薪酬及福利应付款）（注30）Other payables and accruals (excluding government grants, other tax payables, payroll and welfare payables) (Note 30) | 58,981 | 19,915 | – | – | 78,896 | | 租赁负债 Lease liabilities | 20,417 | 12,728 | 23,462 | – | 56,607 | | **合计 Total** | **147,483** | **32,643** | **23,462** | **–** | **203,588** |

– I-38 –

APPENDIX I

ACCOUNTANT'S REPORT

| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Over 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | **截至2024年3月31日 / As at March 31, 2024** | | | | | | | 贸易应付款（注29）Trade payables (Note 29) | 52,370 | – | – | – | 52,370 | | 其他应付款及应计费用（不含政府补助、其他应付税款、薪酬及福利应付款）（注30）Other payables and accruals (excluding government grants, other tax payables, payroll and welfare payables) (Note 30) | 103,058 | 6,615 | – | – | 109,673 | | 银行借款（含至到期日止的应计利息）Bank borrowing (including interest accrual up to maturity) | 69,753 | – | – | – | 69,753 | | 租赁负债 Lease liabilities | 21,488 | 14,333 | 26,481 | – | 62,302 | | **合计 Total** | **246,669** | **20,948** | **26,481** | **–** | **294,098** |

As at December 31, 2021, 2022 and 2023 and March 31, 2024, the Group's Preferred Shares were classified as current liabilities as the preferred shares may be converted into ordinary shares at the option of the preferred shareholders at any time and the conversion feature does not meet "fixed for fixed" criteria. The maximum exposure of the redemption of Preferred Shares is the contractual redemption price, which is equal to 100% of the issue price of the respective Preferred Shares plus an annual compounded interest rate of 8% accrued for the period from the Preferred Shares' deemed issue date up to and until the date when such Preferred Shares are redeemed, plus all declared but unpaid dividends, if a redemption event occurs as described in Note 28(a). The Group recognizes the Preferred Shares at fair value through profit or loss. Accordingly, Preferred Shares are managed on a fair value basis rather than by maturity dates.

As at December 31, 2021 and 2022, the Group's convertible notes were classified as current liabilities as the principal amount of the convertible notes may be converted into preferred shares at the option of the investors after completion of the outbound investment registration and the conversion feature does not meet "fixed for fixed" criteria. The maximum exposure of the repayment of convertible notes equals to the principal amount plus an 8% annual interest as described in Note 28(c). The Group recognizes the convertible notes at fair value through profit or loss. Accordingly, the convertible notes are managed on a fair value basis rather than by maturity dates.

As at December 31, 2023 and March 31, 2024, there were no convertible notes.

3.2 Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for equity holders and to maintain an optimal capital structure to reduce the cost of capital.

The Group monitors capital by regularly reviewing the capital structure. As a part of this review, management of the Company considers the cost of capital and the risks associated with the issued share capital. The Group may adjust the amounts of dividends paid to equity holders, return capital to equity holders, issue new shares or repurchase the Company's shares. In the opinion of the management of the Company, the Group's capital risk is low. As a result, capital risk is not significant for the Group and measurement of capital management is not a tool currently used in the internal management reporting procedures of the Group.

– I-39 –

APPENDIX I

3.3 Fair value estimation

(a) Fair value hierarchy

ACCOUNTANT'S REPORT

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards.

(i) Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

(ii) Level 2: The fair value of financial instruments that are not traded in an active market are determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

(iii) Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There were no transfers between level 1, 2 and 3 for recurring fair value measurements during the Track Record Period.

The carrying amounts of the financial assets and liabilities, which are measured at amortised cost, approximated their fair value as at December 31, 2021, 2022 and 2023 and March 31, 2024.

The following table presents the Group's financial assets and liabilities that are measured at fair value as at December 31, 2021, 2022 and 2023 and March 31, 2024 respectively.

APPENDIX I

ACCOUNTANT'S REPORT

截至2021年12月31日 负债 向投资者发行的金融工具 – 可赎回可转换优先股 – 可转换票据 – 承诺衍生品 – 认股权证

| | 第一级 人民币千元 | 第二级 人民币千元 | 第三级 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 可赎回可转换优先股 | – | – | 5,094,096 | 5,094,096 | | 可转换票据 | – | – | 125,854 | 125,854 | | 承诺衍生品 | – | – | 28,000 | 28,000 | | 认股权证 | – | – | 1,999 | 1,999 | | 合计 | – | – | 5,249,949 | 5,249,949 |

– I-40 –

APPENDIX I　　　　　　　　　　　　　ACCOUNTANT'S REPORT

截至2022年12月31日 资产 以公允价值计量且其变动计入损益的金融资产

| | 第一级 人民币千元 | 第二级 人民币千元 | 第三级 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 以公允价值计量且其变动计入损益的金融资产 | 706,462 | – | – | 706,462 |

负债 向投资者发行的金融工具 – 可赎回可转换优先股 – 可转换票据 – 承诺衍生品 – 认股权证

| | 第一级 人民币千元 | 第二级 人民币千元 | 第三级 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 可赎回可转换优先股 | – | – | 8,279,244 | 8,279,244 | | 可转换票据 | – | – | 35,413 | 35,413 | | 承诺衍生品 | – | – | 67,941 | 67,941 | | 认股权证 | – | – | 3,804 | 3,804 | | 合计 | – | – | 8,386,402 | 8,386,402 |

截至2023年12月31日 资产 以公允价值计量且其变动计入损益的金融资产

| | 第一级 人民币千元 | 第二级 人民币千元 | 第三级 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 以公允价值计量且其变动计入损益的金融资产 | 8,197 | – | 20,792 | 28,989 |

负债 向投资者发行的金融工具 – 可赎回可转换优先股

| | 第一级 人民币千元 | 第二级 人民币千元 | 第三级 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 可赎回可转换优先股 | – | – | 12,589,493 | 12,589,493 |

截至2024年3月31日 资产 以公允价值计量且其变动计入损益的金融资产

| | 第一级 人民币千元 | 第二级 人民币千元 | 第三级 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 以公允价值计量且其变动计入损益的金融资产 | 8,316 | – | 20,828 | 29,144 |

负债 向投资者发行的金融工具 – 可赎回可转换优先股

| | 第一级 人民币千元 | 第二级 人民币千元 | 第三级 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 可赎回可转换优先股 | – | – | 10,977,065 | 10,977,065 |

(b)　用于确定公允价值的估值技术

用于对金融工具进行估值的具体估值技术包括：

• 类似工具的市场报价或交易商报价；以及

• 其他技术，如折现现金流法、二叉树期权定价模型及远期定价模型，用于确定其余金融工具的公允价值。

于业绩记录期间，估值技术未发生任何变化。

– I-41 –

APPENDIX I　　　　　　　　　　　　　ACCOUNTANT'S REPORT

(c)　采用重大不可观察输入值进行公允价值计量（第三级）

关于截至2021年、2022年及2023年12月31日以及2024年3月31日向投资者发行的金融工具的更多详情，已于附注28中列示。

(d)　估值流程

本公司聘请了独立估值师，以确定向投资者发行的金融工具（包括优先股、认股权证、可转换票据及承诺衍生品）的公允价值。

本公司发行的优先股

采用折现现金流法确定本公司的股权总价值，并采用期权定价法及股权分配模型确定可赎回可转换优先股的公允价值。关键假设包括无风险利率、缺乏市场流动性折扣（"DLOM"）、折现率及预期波动率。

就优先股而言，折现率按各估值日的加权平均资本成本估算。无风险利率根据到期期限等于各估值日至清算╱赎回事件预计发生时间的美国国债零息债券收益率厘定。DLOM采用期权定价法估算。在期权定价法下，以能够对冲非公开持有股份在可出售前价格变动风险的看跌期权成本，作为确定缺乏市场流动性折扣的基础。预期波动率于估值日，参考同行业可比公司自各估值日至预计清算╱赎回日期间的历史波动率均值进行估算。除上述采用的假设外，本公司对未来业绩的预测亦被纳入各估值日优先股公允价值的确定之中。

本公司就本公司发行的优先股公允价值确定中的不可观察输入值变动进行了敏感性测试。不可观察输入值（包括无风险利率、DLOM及预期波动率）的变动将导致公允价值计量结果出现显著的升高或降低。优先股公允价值的增加将导致综合全面（亏损）╱收益表中公允价值变动亏损增加。在进行敏感性测试时，管理层对每项不可观察输入值施加增减变动，该变动代表管理层对上述不可观察输入值合理可能变动幅度的评估。

若用于确定优先股公允价值的关键估值假设在其他变量保持不变的情况下增加╱减少10%，账面金额的估计公允价值变动如下表所示（假设关键因素的变动对归因于信用风险的公允价值变动不产生重大影响）：

截至2021年12月31日

| | 预期波动率 人民币千元 | DLOM 人民币千元 | 无风险利率 人民币千元 | |---|---|---|---| | 优先股公允价值 增加10% | (1,957) | (18,044) | (203) | | 优先股公允价值 减少10% | 1,808 | 18,034 | 204 |

截至2022年12月31日

| | 预期波动率 人民币千元 | DLOM 人民币千元 | 无风险利率 人民币千元 | |---|---|---|---| | 优先股公允价值 增加10% | (719) | (18,953) | (316) | | 优先股公允价值 减少10% | 547 | 18,952 | 319 |

– I-42 –

APPENDIX I　　　　　　　　　　　　　ACCOUNTANT'S REPORT

截至2023年12月31日

| | 预期波动率 人民币千元 | DLOM 人民币千元 | 无风险利率 人民币千元 | |---|---|---|---| | 优先股公允价值 增加10% | 770 | (86,021) | (1,989) | | 优先股公允价值 减少10% | (2,350) | 86,022 | 2,010 |

截至2024年3月31日

| | 预期波动率 人民币千元 | DLOM 人民币千元 | 无风险利率 人民币千元 | |---|---|---|---| | 优先股公允价值 增加10% | 203 | (100,108) | (1,360) | | 优先股公允价值 减少10% | (1,138) | 100,109 | 1,374 |

APPENDIX I

ACCOUNTANT'S REPORT

**Warrants issued by the Company and convertible notes issued by Black Sesame Shanghai**

The warrants and convertible notes are not traded in an active securities market, and as such, the Company estimated their fair value using the binomial option pricing model with main assumptions are disclosed in Note 3.3(e).

The Company performed sensitivity test to changes in unobservable inputs in determining the fair value of warrant liabilities and convertible notes. The changes in unobservable input including expected volatility will result in a significantly higher or lower fair value measurement. An increase in the fair value of warrant liabilities and convertible notes would increase the loss of fair value change in the consolidated statements of comprehensive (loss)/income. When performing the sensitivity test, management applied an increase or decrease, which represents management's assessment of reasonably possible change to this unobservable input, and effect of those changes to the fair value of warrant liabilities and convertible notes are as below:

| | Fair value of the warrants | | | | |---|---|---|---|---| | | December 31, 2021 RMB'000 | December 31, 2022 RMB'000 | December 31, 2023 RMB'000 | March 31, 2024 RMB'000 | | Expected volatility | | | | | | Increase 10% | 13 | 12 | N/A | N/A | | Decrease 10% | (13) | (12) | N/A | N/A |

| | Fair value of the convertible notes | | | | |---|---|---|---|---| | | December 31, 2021 RMB'000 | December 31, 2022 RMB'000 | December 31, 2023 RMB'000 | March 31, 2024 RMB'000 | | Expected volatility | | | | | | Increase 10% | 640 | 41 | N/A | N/A | | Decrease 10% | (1,340) | (31) | N/A | N/A |

– I-43 –

APPENDIX I

ACCOUNTANT'S REPORT

**Commitment derivatives**

The Company estimated fair value of its commitment derivatives using the forward pricing model with its main assumption disclosed in Note 3.3(e).

The Company performed sensitivity test to changes in unobservable inputs in determining the fair value of commitment derivatives. The changes in unobservable input including risk free interest rate will result in a significantly higher or lower fair value measurement. An increase in the fair value of commitment derivatives would increase the loss of fair value change in the consolidated statements of comprehensive (loss)/income. When performing the sensitivity test, management applied an increase or decrease, which represents management's assessment of reasonably possible change to this unobservable input, and effect of those changes to the fair value of commitment derivatives are as below:

| | Fair value of the commitment derivatives | | | | |---|---|---|---|---| | | December 31, 2021 RMB'000 | December 31, 2022 RMB'000 | December 31, 2023 RMB'000 | March 31, 2024 RMB'000 | | Risk-free interest rate | | | | | | Increase 10% | 109 | 279 | N/A | N/A | | Decrease 10% | (109) | (281) | N/A | N/A |

**(e) Valuation inputs and relationships to fair value**

The following table summarises the quantitative information about the significant unobservable inputs used in recurring level 3 fair value measurements.

| Description | Key assumptions | Inputs At December 31, 2021 | Inputs At December 31, 2022 | Inputs At December 31, 2023 | Inputs At March 31, 2024 | Relationship of key assumptions to fair value | |---|---|---|---|---|---|---| | Preferred Shares | Risk-free interest rate | 1.20% | 4.19% | 4.32% | 4.70% | The higher the risk-free interest rate, the lower the fair value | | | DLOM | 23% | 15% | 7% | 9% | The higher the DLOM, the lower the fair value | | | Discount rate | 17% | 16% | 16% | 16% | The higher the discount rate, the lower the fair value | | | Expected volatility | 54.03% | 60.89% | 57.98% | 56.73% | Depends on capital structure of the Group and preferred shareholders' rights | | 2020 Ordinary Share Warrant | Stock price of ordinary shares (USD) | 2.05 | 3.01 | N/A | N/A | The higher the stock price of ordinary shares, the higher the fair value | | | Dividend yield | 0% | 0% | N/A | N/A | The higher the dividend yield, the lower the fair value | | | Time to maturity | October 24, 2027 | October 24, 2027 | N/A | N/A | The longer the time to maturity, the higher the fair value |

– I-44 –

APPENDIX I

ACCOUNTANT'S REPORT

| Description | Key assumptions | Inputs At December 31, 2021 | Inputs At December 31, 2022 | Inputs At December 31, 2023 | Inputs At March 31, 2024 | Relationship of key assumptions to fair value | |---|---|---|---|---|---|---| | Convertible Notes | Risk-free interest rate | 1.43% | 4.11% | N/A | N/A | The higher the risk-free interest rate, the higher the fair value | | | Expected volatility | 51.02% | 57.91% | N/A | N/A | The higher the expected volatility, the higher the fair value | | | Dividend yield | 0% | 0% | N/A | N/A | The higher the dividend yield, the lower the fair value | | | Time to maturity | June 30, 2023 | June 30, 2023 | N/A | N/A | The longer the time to maturity, the higher the fair value | | Commitment Derivatives | Risk-free interest rate | 2.32% | 2.08% | N/A | N/A | The higher the risk-free interest rate, the higher the fair value | | | Expected volatility | 55.27% | 64.59% | N/A | N/A | The higher the expected volatility, the higher the fair value | | | Risk-free interest rate | 0.06%–0.53% | 4.68% | N/A | N/A | The higher the risk-free interest rate, the higher the fair value |

As at March 31, 2024, the following financial instrument with unobservable inputs is not included in the above disclosure:

An equity investment measured at FVPL is valued based on calibration to recent transaction prices or investment cost without adjustment amounted to RMB20.8 million.

**4 CRITICAL ESTIMATES AND JUDGEMENTS**

The preparation of the Historical Financial Information requires the use of accounting estimates which, by definition, will seldom exactly equal the actual results. Management also needs to exercise judgment in applying the Group's accounting policies.

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

**(a) Estimation of the fair value of financial instruments issued to investors**

APPENDIX I

ACCOUNTANT'S REPORT

(b)

Recognition of share-based payment expenses

As disclosed in Note 31, the Company has granted stock options to the Group's employees. The fair value of the options granted is determined by the binomial option pricing model at the grant date, and is expected to be expensed over the respective vesting periods. Significant estimate on assumptions in determining the fair value of the granted share options include risk-free interest rate, expected volatility and dividend yield.

(c)

Inventory provision

Inventories are stated at the lower of cost and net realizable value as stated in Note 2.2.3. The net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Even though the management of the Group has made the best estimate about the inventory write-down loss predicted to occur and provided allowance for write-down, the write-down assessment may still be significantly changed due to the change of market situations.

(d)

Income taxes and deferred income taxes

There are certain transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. 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.

The Group recognises deferred tax assets based on estimates that is probable to generate sufficient taxable profits in the foreseeable future against which the deductible losses will be utilised. The recognition of deferred tax assets mainly involved management's judgements and estimations about the timing and the amount of taxable profits of the companies who had tax losses. During the Track Record Period, deferred tax assets have not been recognised in respect of these accumulated tax losses and other deductible temporary differences based on the fact that the future taxable profits would be uncertain.

5

SEGMENT INFORMATION

The executive directors of the Company has been identified as the chief operating decision maker of the Group who reviews the operating results of the Group's business as one operating segment to make strategic decisions and resources allocation. Therefore, the Group regards that there is only one segment which is used to make strategic decisions.

No geographical segment information is presented as the majority of the revenue and operating losses of the Group are derived within PRC and the majority of the operating assets of the Group are located in the PRC, which is considered as one geographic location with similar risks and returns.

Revenue from customers contributing over 10% of the total revenue of the Group in the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 is as follows:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (unaudited) | 2024 | | Customer A | 41% | * | 44% | 10% | – | | Customer B | * | 11% | 10% | 23% | * | | Customer C | 13% | * | * | – | – | | Customer D | 11% | – | – | – | – | | Customer E | – | 15% | – | 12% | 26% | | Customer F | – | – | – | – | 48% | | Customer G | – | * | * | 29% | – | | Customer H | * | * | * | 15% | – |

* Less than 10%

– I-46 –

APPENDIX I

ACCOUNTANT'S REPORT

6

REVENUE

(a)

Disaggregation of revenue from contracts with customers

Revenue for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 are as follows:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Revenue from customers and recognised at point in time | | | | | | | Autonomous Driving Products and Solutions | 34,261 | 142,282 | 276,318 | 23,772 | 23,581 | | Intelligent Imaging Solutions | 26,243 | 23,160 | 36,073 | 5,484 | 3,892 | | | 60,504 | 165,442 | 312,391 | 29,256 | 27,473 |

(b)

Assets recognised from costs to fulfil a contract

The Group recognised assets in relation to costs to fulfil its provision of autonomous driving related services contracts. This is presented within "Prepayments and other receivables" in the consolidated statements of financial position (Note 22).

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Beginning balance | – | – | 13,869 | 13,869 | 1,083 | | Addition | – | 13,869 | 1,782 | – | 702 | | Recognised as cost of sales | – | – | (14,568) | – | – | | Ending balance | – | 13,869 | 1,083 | 13,869 | 1,785 |

(c)

Contract liabilities

During the Track Record Period, the additions to the contract liabilities were primarily due to cash collections in advance of fulfilling performance obligations, while the reductions to the contract liability balance were primarily due to the recognition of revenues upon fulfilment of performance obligations.

The following table shows how much of the revenue recognised during the Track Record Period is included in the contract liabilities:

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Revenue recognised that was included in the contract liability balance at the beginning of the year/period | 1 | 252 | 5,660 | – |

The Company expects that all of its contract liabilities as at March 31, 2024, approximately RMB9.5 million, will be recognised as revenue within 1 year.

– I-47 –

APPENDIX I

ACCOUNTANT'S REPORT

7

EXPENSES BY NATURE

The detailed analysis of cost of sales, selling expenses, general and administrative expenses, and research and development expenses are as follow:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | (Unaudited) | | | Employee benefits expenses (Note 8) | 414,397 | 872,289 | 1,215,565 | 250,357 | 315,588 | | Design and development expenses | 60,065 | 73,723 | 282,078 | 36,568 | 66,195 | | Intellectual property ("IP") license expenses | 210,061 | 33,792 | 69,663 | 16,728 | 8,420 | | Raw materials and consumables used | 38,930 | 179,365 | 214,424 | 64,796 | 20,979 | | Changes in inventories of work in progress and finished goods | (3,220) | (69,600) | (16,839) | (41,096) | (11,666) | | Provision for impairment of inventories (Note 19) | – | – | 18,236 | – | 1,276 | | Outsourcing labor costs | 10,201 | 18,828 | 37,609 | 8,672 | 10,402 | | Office and travelling expenses | 14,665 | 23,233 | 42,693 | 8,771 | 10,666 | | Depreciation of property, plant and equipment (Note 15) | 5,677 | 17,484 | 36,854 | 5,958 | 11,967 | | Amortization of intangible assets (Note 17) | 9,886 | 17,300 | 31,649 | 5,925 | 10,286 | | Depreciation of right-of-use assets (Note 16) | 5,185 | 14,929 | 18,040 | 4,354 | 5,684 | | Recruiting expenses | 5,552 | 7,975 | 4,446 | 1,437 | 456 | | Short-term lease expenses (Note 16) | 1,659 | 6,908 | 6,140 | 1,337 | 1,554 | | Legal, consulting and other professional fees | 11,920 | 6,730 | 9,467 | 1,174 | 2,884 | | Marketing expenses | 9,393 | 6,211 | 16,004 | 2,662 | 3,951 | | Auditors' remuneration – Audit services | 610 | 216 | 356 | 37 | – | | Listing expenses | – | 3,581 | 26,866 | 6,545 | 6,057 | | Others | 1,576 | 2,893 | 5,345 | 1,149 | 360 | | **Total cost of sales, selling expenses, general and administrative expenses, and research and development expenses** | **796,557** | **1,215,857** | **2,018,596** | **375,374** | **465,059** |

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8 EMPLOYEE BENEFIT EXPENSES

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | (Unaudited) | | | Wages, salaries and bonuses | 283,760 | 487,873 | 722,404 | 154,216 | 182,052 | | Share-based compensation expenses (Note 31) | 111,744 | 339,544 | 421,052 | 80,722 | 113,135 | | Pension obligations, housing funds, medical insurances and other social insurances (a) | 18,893 | 44,872 | 72,109 | 15,419 | 20,401 | | **Total** | **414,397** | **872,289** | **1,215,565** | **250,357** | **315,588** |

– I-48 –

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APPENDIX I ACCOUNTANT'S REPORT

**(a) Pension obligations, housing funds, medical insurances and other social insurances**

The Group is required to contribute a specified percentage of payroll costs, subject to certain ceiling, as determined by local government authority to the pension obligations, housing funds, medical insurances and other social insurances to fund the benefits. The Group's full time employees of the Group in the PRC are members of a state-managed retirement benefit schemes operated by the PRC government and liabilities in respect of benefits schemes are limited to the contribution payable in each year.

**(b) Five highest paid individuals**

The five individuals whose emoluments were the highest in the Group for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024, include 2, 2, 3, 2 and 3 directors respectively, whose emoluments are disclosed in Note 8(c). The emoluments payable to the remaining individuals during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 are as follows:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | (Unaudited) | | | Wages, salaries and bonuses | 3,251 | 5,251 | 3,070 | 1,809 | 561 | | Share-based compensation expenses | 14,757 | 105,137 | 17,698 | 7,918 | 5,183 | | Pension obligations, housing funds, medical insurances and other social insurances | 358 | 367 | 299 | 110 | 82 | | **Total** | **18,366** | **110,755** | **21,067** | **9,837** | **5,826** |

The remaining highest paid individuals fell within the following bands:

| Emolument bands | Year ended December 31, 2021 | Year ended December 31, 2022 | Year ended December 31, 2023 | Three months ended March 31, 2023 (Unaudited) | Three months ended March 31, 2024 (Unaudited) | |---|---|---|---|---|---| | HK$2,500,001 to HK$3,000,000 | – | – | – | 1 | – | | HK$3,000,001 to HK$3,500,000 | – | – | – | 1 | 2 | | HK$3,500,001 to HK$4,000,000 | – | – | – | – | – | | HK$4,000,001 to HK$4,500,000 | – | – | – | – | – | | HK$4,500,001 to HK$5,000,000 | – | – | – | 1 | – | | HK$5,000,001 to HK$5,500,000 | 1 | – | – | – | – | | HK$5,500,001 to HK$6,000,000 | – | – | – | - | – | | HK$6,500,001 to HK$7,000,000 | 1 | – | – | – | – | | HK$10,000,001 to HK$10,500,000 | – | – | – | – | – | | HK$10,500,001 to HK$11,000,000 | – | 1 | – | – | – |

– I-49 –

---

APPENDIX I ACCOUNTANT'S REPORT

| Emolument bands | Year ended December 31, 2021 | Year ended December 31, 2022 | Year ended December 31, 2023 | Three months ended March 31, 2023 (Unaudited) | Three months ended March 31, 2024 (Unaudited) | |---|---|---|---|---|---| | HK$12,500,001 to HK$13,000,000 | – | – | 1 | – | – | | HK$19,000,001 to HK$19,500,000 | – | 1 | – | – | – | | HK$55,000,001 to HK$55,500,000 | – | 2 | – | – | – | | **Total** | **3** | **3** | **2** | **3** | **2** |

**(c) Details of emoluments in respect of the directors of the Company**

The emoluments in respect of each of the directors paid/payable by the Group for the year ended December 31, 2021 are as follows:

| Name | Director's fee RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Social security costs, housing benefits and employee welfare RMB'000 | Share-based compensation expenses RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Mr. Shan Jizhang (i) | – | 1,558 | – | 18 | 49,722 | 51,298 | | Mr. Liu Weihong (ii) | – | 1,248 | 1,910 | 186 | 9,578 | 12,922 | | Mr. Yang Lei (iii) | – | – | – | – | – | – | | **Total** | **–** | **2,806** | **1,910** | **204** | **59,300** | **64,220** |

– I-50 –

---

APPENDIX I ACCOUNTANT'S REPORT

The emoluments in respect of each of the directors paid/payable by the Group for the year ended December 31, 2022 are as follows:

| Name | Director's fee RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Social security costs, housing benefits and employee welfare RMB'000 | Share-based compensation expenses RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Mr. Shan Jizhang (i) | – | 1,663 | 308 | 26 | 99,240 | 101,237 | | Mr. Liu Weihong (ii) | – | 710 | 293 | 199 | 21,538 | 22,740 | | Mr. Yang Lei (iii) | – | – | – | – | – | – | | **Total** | **–** | **2,373** | **601** | **225** | **120,778** | **123,977** |

The emoluments in respect of each of the directors paid/payable by the Group for the year ended December 31, 2023 are as follows:

Name | Director's fee RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Social security costs, housing benefits and employee welfare RMB'000 | Share-based compensation expenses RMB'000 | Total RMB'000

Mr. Shan Jizhang (i) | – | 1,893 | 165 | 147 | 136,514 | 138,719 Mr. Liu Weihong (ii) | – | 1,785 | 312 | 215 | 26,266 | 28,578 Mr. Yang Lei (iii) | – | – | – | – | – | – Mr. Zeng Daibing (iv) | – | 1,569 | 807 | 165 | 15,149 | 17,690 | – | 5,247 | 1,284 | 527 | 177,929 | 184,987

– I-51 –

APPENDIX I

ACCOUNTANT'S REPORT

The emoluments in respect of each of the directors paid/payable by the Group for the three months ended March 31, 2023 are as follows:

Name | Director's fee RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Social security costs, housing benefits and employee welfare RMB'000 | Share-based compensation expenses RMB'000 | Total RMB'000

(Unaudited) Mr. Shan Jizhang (i) | – | 466 | 49 | 41 | 24,800 | 25,356 Mr. Liu Weihong (ii) | – | 341 | – | 55 | 6,011 | 6,407 Mr. Yang Lei (iii) | – | – | – | – | – | – | – | 807 | 49 | 96 | 30,811 | 31,763

The emoluments in respect of each of the directors paid/payable by the Group for the three months ended March 31, 2024 are as follows:

Name | Director's fee RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Social security costs, housing benefits and employee welfare RMB'000 | Share-based compensation expenses RMB'000 | Total RMB'000

Mr. Shan Jizhang (i) | – | 479 | – | 38 | 43,458 | 43,975 Mr. Liu Weihong (ii) | – | 349 | – | 61 | 7,122 | 7,532 Mr. Yang Lei (iii) | – | – | – | – | – | – Mr. Zeng Daibing (iv) | – | 392 | – | 41 | 3,653 | 4,086 | – | 1,220 | – | 140 | 54,233 | 55,593

(i) Mr. Shan Jizhang was appointed as the director of the Company on July 15, 2016.

(ii) Mr. Liu Weihong was appointed as the director of the Company on July 15, 2016.

(iii) Mr. Yang Lei was appointed as the director of the Company on September 30, 2016.

(iv) Mr. Zeng Daibing was appointed as the director of the Company on June 29, 2023.

(d) Directors' retirement benefits and termination benefits

No director's retirement or termination benefit subsisted at the end of each year disclosed or at any time during the Track Record Period.

(e) Consideration provided to third parties for making available directors' services

No consideration provided to third parties for making available director's services subsisted at the end of each year disclosed or at any time during the Track Record Period.

– I-52 –

APPENDIX I

ACCOUNTANT'S REPORT

(f) Information about borrowings, quasi-loans and other dealings in favour of directors, controlled bodies corporate by and controlled entities with such directors

No borrowings, quasi-borrowings and other dealings in favor of directors, controlled bodies corporate by and connected entities with such directors subsisted at the end of each year disclosed or at any time during the Track Record Period.

(g) Directors' material interest in transactions, arrangements or contracts

No significant transactions, arrangements and contracts in relation to the Group's business to which the Company was a party and in which a director of the Company had a material interest whether directly or indirectly, subsisted at the end of each year disclosed or at any time during the Track Record Period.

9 OTHER INCOME

| | Year ended December 31, | | | Three months ended March 31, | | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 |

| Government grants (a) | 11,114 | 15,361 | 22,531 | 12,770 | 5,937 | | Borrowings and interests forgiven by US government (b) | 6,999 | – | – | – | – | | | 18,113 | 15,361 | 22,531 | 12,770 | 5,937 |

(a) The government grants mainly represent government subsidies for the Group's research and development expenditures. There are no unfulfilled conditions or other contingencies attaching to the grants recognised.

(b) In April 2020, Black Sesame US drew down a two-year paycheck protection program loan agreement from Silicon Valley Bank ("SVB") with the principal amount of USD1.065 million (equivalent to RMB7 million) and interest rate of 1% per annum. In January 2021, the US government forgave Black Sesame US of the payment for the paycheck protection program loan with USD1.065 million in principal and USD7.6 thousand in interests. The Group recorded such forgiveness in "Other income" with the amount of USD1.065 million (equivalent to RMB7 million) in 2021.

10 OTHER (LOSSES)/GAINS – NET

| | Year ended December 31, | | | Three months ended March 31, | | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 |

| Gains on financial assets at FVPL (Note 21) | – | 9,659 | 12,129 | 6,391 | 105 | | Net foreign exchange losses | (1,408) | (18,620) | (15,113) | (1,341) | (866) | | Donation | (814) | (639) | (510) | (10) | – | | Others | (654) | 317 | (317) | (519) | (1,342) | | | (2,876) | (9,283) | (3,811) | 4,521 | (2,103) |

The net foreign exchange losses of the Group were primarily resulted from the translation of USD monetary assets into RMB functional currency in its PRC subsidiaries.

– I-53 –

APPENDIX I

11 FINANCE (COSTS)/INCOME – NET

ACCOUNTANT'S REPORT

| | Year ended December 31, | | | Three months ended March 31, | | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 |

| Finance income: | | | | | | | Interest income on cash at bank | 375 | 16,141 | 25,902 | 5,221 | 9,509 | | Others | 66 | 461 | 514 | 126 | 133 | | | 441 | 16,602 | 26,416 | 5,347 | 9,642 | | Finance costs: | | | | | | | Interest expenses on bank borrowings | (1,871) | (1,189) | (311) | (177) | (66) | | Interest expenses on lease liabilities (Note 16) | (515) | (1,479) | (1,817) | (469) | (713) | | Others | – | – | (1,249) | (109) | (389) | | | (2,386) | (2,668) | (3,377) | (755) | (1,168) | | | (1,945) | 13,934 | 23,039 | 4,592 | 8,474 |

12 INCOME TAX EXPENSE

(a) Income tax expense

Year ended December 31, 2021 2022 2023 RMB'000 RMB'000 RMB'000

Three months ended March 31, 2023 2024 RMB'000 RMB'000 (Unaudited)

Tax losses for which no deferred income tax assets was recognised (ii) Temporary differences for which no deferred income tax assets were recognised Income tax expenses

(b)

131,754

151,728

280,175

43,432

67,458

13,148

53,901

60,898

19,480

12,380

–

–

–

–

–

(i) 不可税前扣除的费用主要包括集团在中国大陆子公司发生的业务招待费及股份支付费用，根据中华人民共和国国家税务总局颁布的相关法律法规，上述费用不得予以税前扣除。

Expenses not deductible for tax purposes mainly represent business entertainment expenses and share-based compensation expenses incurred in the Group's subsidiaries in Mainland China which are not deductible according to the relevant laws and regulations promulgated by the State Tax Bureau of the PRC.

(ii)

APPENDIX I

ACCOUNTANT'S REPORT

Deferred income tax assets are recognised for tax losses carrying forwards and deductible temporary differences to the extent that realisation of the related tax benefits through the future taxable profits is probable. As at December 31, 2021, 2022 and 2023 and March 31, 2024, the Group did not recognise net deferred income tax assets in respect of losses and deductible temporary differences of RMB554.9 million, RMB760.5 million, RMB1,101.6 million, and RMB1,181.5 million respectively.

**Tax losses**

As at December 31, 2021, 2022 and 2023 and March 31, 2024, the Group did not recognise deferred income tax assets in respect of losses of RMB1,384.5 million, RMB2,139.9 million, RMB3,632.6 million and RMB3,962.8 million, respectively. The tax losses incurred from the Company's subsidiaries in Mainland China that are not recognised as deferred tax assets will expire from 2025 to 2034. Tax losses of the Group's subsidiaries incorporated in United States of America, Hong Kong and Singapore will be carried forward indefinitely. Deductible losses that are not recognized for deferred income tax assets will expire as follows:

| Expiry year | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | 2025 | 107,694 | 107,694 | 107,694 | 107,694 | | 2026 | 37,083 | 37,083 | 37,083 | 37,083 | | 2027 | 9,360 | 193,886 | 193,886 | 193,886 | | 2028 | 27,933 | 27,933 | 351,500 | 320,811 | | 2029 | 108,522 | 108,522 | 108,522 | 158,353 | | 2030 | 149,692 | 149,692 | 149,692 | 149,692 | | 2031 | 512,348 | 512,348 | 512,348 | 512,348 | | 2032 | – | 558,665 | 558,665 | 558,665 | | 2033 | – | – | 1,057,707 | 1,078,984 | | 2034 | – | – | – | 243,975 | | Indefinitely | 431,833 | 444,105 | 555,476 | 601,350 | | **Total** | **1,384,465** | **2,139,928** | **3,632,573** | **3,962,841** |

– I-56 –

---

APPENDIX I

ACCOUNTANT'S REPORT

**13 (LOSS)/EARNINGS PER SHARE**

**(a) Basic (loss)/earnings per share**

Basic (loss)/earnings per share for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 are calculated by dividing the (loss)/profit attributable to the Company's equity holders by the weighted average number of ordinary shares in issue during the respective years.

| | Year ended December 31, 2021 RMB'000 | Year ended December 31, 2022 RMB'000 | Year ended December 31, 2023 RMB'000 | Three months ended March 31, 2023 RMB'000 (Unaudited) | Three months ended March 31, 2024 RMB'000 (Unaudited) | |---|---|---|---|---|---| | (Loss)/profit attributable to the equity holders of the Company (RMB'000) | (2,356,502) | (2,753,936) | (4,855,118) | (1,106,663) | 1,203,302 | | Weighted average number of ordinary shares outstanding (thousand shares) | 73,490 | 71,000 | 71,000 | 71,000 | 71,000 | | Basic (loss)/earnings per share (expressed in RMB per share) | (32.1) | (38.8) | (68.4) | (15.6) | 16.9 |

**(b) Diluted loss per share**

The calculation of the diluted loss per share is based on the (loss)/profit attributable to equity holders of the Company, adjusted to reflect the impact from any dilutive potential ordinary shares that would have been outstanding, as appropriate. The weighted average number of ordinary shares used in calculating diluted loss per share is the weighted average number of ordinary shares, as used in the basic (loss)/earnings per share calculation, and the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed exercise or conversion of all dilutive potential ordinary shares into ordinary shares.

As the Group incurred losses for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023, the potential ordinary shares were not included in the calculation of diluted loss per share as their inclusion would be anti-dilutive. Accordingly, diluted loss per share for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 are the same as basic loss per share of the respective year/period.

– I-57 –

---

APPENDIX I

ACCOUNTANT'S REPORT

For the three months ended March 31, 2024, the Group has two categories of potential ordinary shares, namely redeemable convertible preferred shares of the Company and share options with vesting schedule granted to the employees. Share options with vesting schedule granted to the employees were anti-dilutive for the three months ended March 31, 2024.

| | Year ended December 31, 2021 RMB'000 | Year ended December 31, 2022 RMB'000 | Year ended December 31, 2023 RMB'000 | Three months ended March 31, 2023 RMB'000 (Unaudited) | Three months ended March 31, 2024 RMB'000 (Unaudited) | |---|---|---|---|---|---| | (Loss)/profit attributable to the equity holders of the Company | (2,356,502) | (2,753,936) | (4,855,118) | (1,106,663) | 1,203,302 | | Adjustment for fair value change of the Company's redeemable convertible preferred shares through profit or loss | – | – | – | – | (1,636,088) | | Net loss attributable to the equity holders of the Company | (2,356,502) | (2,753,936) | (4,855,118) | (1,106,663) | (432,786) | | **Weighted average number of shares (thousand shares):** | | | | | | | Weighted average number of ordinary shares outstanding (thousand shares) | 73,490 | 71,000 | 71,000 | 71,000 | 71,000 | | Adjustment for redeemable convertible preferred shares of the Company | – | – | – | – | 414,293 | | Weighted average number of shares for calculation of diluted loss per share | 73,490 | 71,000 | 71,000 | 71,000 | 485,293 | | Diluted loss per share (expressed in RMB per share) | (32.1) | (38.8) | (68.4) | (15.6) | (0.9) |

– I-58 –

---

**Subsidiaries of the Company**

**(a)**

– I-59 –

| Company Name | Place of Incorporation/establishment and kind of legal entity | [Registered Capital] | |---|---|---| | **Directly held by the Company:** | | | | Black Sesame Technologies Inc. ("Black Sesame US") | United States of America ("U.S."), limited liability company | | | Black Sesame Technologies Singapore PTE Ltd. | Singapore, limited liability company | | | Black Sesame Technologies (HK) Limited | Hong Kong, limited liability company | | | Black Sesame IP Holding PTE. LTD. | Singapore, limited liability company | | | **Indirectly held by the Company:** | | | | Dark Benne Limited | Hong Kong, limited liability company | | | Black Sesame Semiconductor Singapore PTE Ltd. | Singapore, limited liability company | | | Black Sesame Innovation (HK) Limited. | Hong Kong, limited liability company | | | Black Sesame Technologies (Shanghai) Co., Ltd. ("Black Sesame Shanghai") 黑芝麻智能科技（上海）有限公司 | The PRC, limited liability company | USD10,000 |

APPENDIX I

ACCOUNTANT'S REPORT

As at the end of each reporting period and the date of this report, the Company has direct or indirect interests in the following subsidiaries:

SUBSIDIARIES

14

| Company Name | Date of Incorporation/ establishment | Place of Incorporation/ establishment and kind of legal entity | Issued/Registered share Capital In thousand | As at December 31, 2021 | As at December 31, 2022 | As at December 31, 2023 | As at March 31, 2024 | Place of operation | As of report date Principal activities | Note | |---|---|---|---|---|---|---|---|---|---|---| | | | | | Percentage of attributable equity interest | | | | | | | | Black Sesame Technologies (Chongqing) Co., Ltd. 黑芝麻智能科技(重慶)有限公司 | November 27, 2019 | The PRC, limited liability company | RMB15,000 | 100% | 100% | 100% | 100% | The PRC | 100% Research and development | (i) | | Shanghai Boyou Intelligence Co., Ltd. 上海博又智能科技有限公司 | January 16, 2017 | The PRC, limited liability company | RMB10,000 | 100% | 100% | 100% | 100% | The PRC | 100% Sales and marketing | (i) | | Black Sesame Technologies (Chengdu) Co., Ltd. 黑芝麻智能科技(成都)有限公司 | May 8, 2021 | The PRC, limited liability company | RMB120,000 | N/A | 100% | 100% | 100% | The PRC | 100% Research and development | (i) | | Black Sesame Technologies Co., Ltd. ("Black Sesame Wuhan") 黑芝麻智能科技有限公司 | February 8, 2021 | The PRC, limited liability company | USD200,000 | N/A | 100% | 100% | 100% | The PRC | 100% Sales and marketing | (ii) | | Black Sesame Technologies (Shenzhen) Co., Ltd. 黑芝麻智能科技(深圳)有限公司 | December 30, 2021 | The PRC, limited liability company | RMB140,000 | N/A | 100% | 100% | 100% | The PRC | 100% Research and development | (i) | | Black Sesame Technologies (Beijing) Co., Ltd. 黑芝麻智能(北京)科技有限公司 | May 12, 2023 | The PRC, limited liability company | RMB270 | N/A | N/A | 100% | 100% | The PRC | 100% Research and development | (i) | | Wuhan Black Sesame Intelligent Information Technology Co., Ltd. 武漢黑芝麻智能信息技術有限公司 | April 26, 2024 | The PRC, limited liability company | RMB120,000 | N/A | N/A | N/A | 100% | The PRC | 100% Research and development | (i) |

| Company Name | Date of Incorporation/ establishment | Place of Incorporation/ establishment and kind of legal entity | Issued/Registered share Capital In thousand | As at December 31, 2021 | As at December 31, 2022 | As at December 31, 2023 | As at March 31, 2024 | Place of operation | As of report date Principal activities | Note | |---|---|---|---|---|---|---|---|---|---|---| | | | | | Percentage of attributable equity interest | | | | | | | | | September 26, 2023 | | USD90,000 | N/A | N/A | 100% | 100% | The PRC | 100% Investment activities | (i) | | | January 14, 2017 | | USD1,000 | 100% | 100% | 100% | 100% | Singapore | N/A Sales and marketing | (viii) | | | November 4, 2022 | | HKD10,000 | N/A | 100% | 100% | 100% | Hong Kong | 100% Sales and marketing | (vii) | | | August 24, 2022 | | HKD10,000 | N/A | 100% | 100% | 100% | Singapore | 100% Research and development | (ix) | | | USD7,601 | | | 100% | 100% | 100% | 100% | Hong Kong | 100% Holding company | (vi) | | | August 26, 2016 | | SGD19,368 | 100% | 100% | 100% | 100% | Singapore | 100% IP holding and licensing | (v) | | | January 10, 2024 | | USD43,055 | N/A | N/A | N/A | 100% | Hong Kong | 100% Research and development | (ii) | | | May 14, 2018 | | | 100% | 100% | 100% | 100% | U.S. | 100% Research and development | (ii) | | | August 25, 2016 | | | 100% | 100% | 100% | 100% | Hong Kong | 100% Research and development | (ii) |

– I-60 –

APPENDIX I

ACCOUNTANT'S REPORT

Notes: (i) The statutory financial statements were audited by WUYIGE Certified Public Accountants LLP (大信會計師事務所(特殊普通合夥)) for the years ended December 31, 2021. The statutory financial statements were audited by EPA Certified Public Accountants Partnership (上海至臻聯合會計師事務所(普通合夥)) for the year ended December 31, 2022 and 2023.

(ii) The statutory financial statements have not yet been audited for the years ended December 31, 2021, 2022 and 2023.

(iii) The statutory financial statements have not yet been audited for the year ended December 31, 2021. The statutory financial statements were audited by EPA Certified Public Accountants Partnership (上海至臻聯合會計師事務所(普通合夥)) for the year ended December 31, 2022 and 2023.

(iv) The statutory financial statements were audited by EPA Certified Public Accountants Partnership (上海至臻聯合會計師事務所(普通合夥)) for the year ended December 31, 2023.

(v) The statutory financial statements were audited by Audnest Assurance Chartered Accountants for the years ended December 31, 2021, 2022 and 2023.

(vi) The statutory financial statements were audited by PIVOT Certified Public Accountants LLP for the years ended December 31, 2021 and 2022. The statutory financial statement for the year ended December 31, 2023 has not yet been issued.

(vii) The statutory financial statements have not yet been audited for the year ended December 31, 2022 and 2023.

(viii) The statutory financial statements have not yet been audited for the year ended December 31, 2022. Black Sesame Semiconductor Singapore PTE Ltd. was deregistered in May 2023.

(ix) The statutory financial statements were audited by Audnest Assurance Chartered Accountants for the year ended December 31, 2023.

(b) Investments in subsidiaries – the Company

| | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | Investments in subsidiaries, at costs | 108,865 | 118,920 | 461,296 | 497,625 | | Deemed investment arising from share-based payment (Note 2.2.5) | 159,649 | 499,193 | 920,245 | 1,033,380 | | Provisions for impairment | (160,135) | (406,281) | (997,156) | (1,065,052) | | | 108,379 | 211,832 | 384,385 | 465,953 |

– I-61 –

APPENDIX I

15

ACCOUNTANT'S REPORT

PROPERTY, PLANT AND EQUIPMENT

| | Electronic devices RMB'000 | Furniture and fixtures RMB'000 | Leasehold improvements RMB'000 | Vehicles RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | At January 1, 2021 | | | | | | | Cost | 12,246 | 868 | 913 | – | 14,027 | | Accumulated depreciation | (5,286) | (204) | (389) | – | (5,879) | | Net book amount | 6,960 | 664 | 524 | – | 8,148 | | Year ended December 31, 2021 | | | | | | | Opening net book amount | 6,960 | 664 | 524 | – | 8,148 | | Additions | 21,859 | 165 | 2,638 | 877 | 25,539 | | Disposal | (31) | (97) | (22) | – | (150) | | Depreciation charge (Note 7) | (5,005) | (145) | (395) | (132) | (5,677) | | Currency translation differences | (102) | (12) | (52) | – | (166) | | Closing net book amount | 23,681 | 575 | 2,693 | 745 | 27,694 | | At December 31, 2021 | | | | | | | Cost | 33,860 | 811 | 3,442 | 877 | 38,990 | | Accumulated depreciation | (10,179) | (236) | (749) | (132) | (11,296) | | Net book amount | 23,681 | 575 | 2,693 | 745 | 27,694 |

575

2,693

745

27,694

At January 1, 2022 Cost Accumulated depreciation

33,860

811

3,442

877

38,990

(10,179)

(236)

(749)

(132)

(11,296)

Net book amount

23,681

575

2,693

745

27,694

23,681 47,010

575 681

2,693 2,203

745 162

27,694 50,056

(5,000) (657)

– (22)

– –

– –

(5,000) (679)

(15,547)

(288)

(1,396)

(253)

(17,484)

491

44

171

–

706

49,978

990

3,671

654

55,293

Year ended December 31, 2022 Opening net book amount Additions Government grants related to assets Disposal Depreciation charge (Note 7) Currency translation differences Closing net book amount

– I-62 –

APPENDIX I

ACCOUNTANT'S REPORT | | Electronic devices RMB'000 | Furniture and fixtures RMB'000 | Leasehold improvements RMB'000 | Vehicles RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | **At December 31, 2022** | | | | | | | Cost | 74,972 | 1,448 | 5,382 | 1,040 | 82,842 | | Accumulated depreciation | (24,994) | (458) | (1,711) | (386) | (27,549) | | Net book amount | 49,978 | 990 | 3,671 | 654 | 55,293 | | **At January 1, 2023** | | | | | | | Cost | 74,972 | 1,448 | 5,382 | 1,040 | 82,842 | | Accumulated depreciation | (24,994) | (458) | (1,711) | (386) | (27,549) | | Net book amount | 49,978 | 990 | 3,671 | 654 | 55,293 | | **Year ended December 31, 2023** | | | | | | | Opening net book amount | 49,978 | 990 | 3,671 | 654 | 55,293 | | Additions | 74,806 | 486 | 6,134 | – | 81,426 | | Disposal | (1,138) | – | – | (344) | (1,482) | | Depreciation charge (Note 7) | (31,760) | (702) | (4,221) | (171) | (36,854) | | Currency translation differences | 125 | 10 | 71 | – | 206 | | Closing net book amount | 92,011 | 784 | 5,655 | 139 | 98,589 | | **At December 31, 2023** | | | | | | | Cost | 148,577 | 1,949 | 11,350 | 498 | 162,374 | | Accumulated depreciation | (56,566) | (1,165) | (5,695) | (359) | (63,785) | | Net book amount | 92,011 | 784 | 5,655 | 139 | 98,589 | | **(Unaudited)** | | | | | | | **At January 1, 2023** | | | | | | | Cost | 74,972 | 1,448 | 5,382 | 1,040 | 82,842 | | Accumulated depreciation | (24,994) | (458) | (1,711) | (386) | (27,549) | | Net book amount | 49,978 | 990 | 3,671 | 654 | 55,293 | | **Three months ended March 31, 2023** | | | | | | | Opening net book amount | 49,978 | 990 | 3,671 | 654 | 55,293 | | Additions | 11,726 | 6 | 1,691 | – | 13,423 | | Disposal | (12) | – | – | – | (12) | | Depreciation charge (Note 7) | (5,307) | (66) | (520) | (65) | (5,958) | | Currency translation differences | (76) | (8) | (2) | – | (86) | | Closing net book amount | 56,309 | 922 | 4,840 | 589 | 62,660 |

– I-63 –

APPENDIX I

ACCOUNTANT'S REPORT | | Electronic devices RMB'000 | Furniture and fixtures RMB'000 | Leasehold improvements RMB'000 | Vehicles RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | **At March 31, 2023** | | | | | | | Cost | 86,536 | 1,442 | 7,066 | 1,039 | 96,083 | | Accumulated depreciation | (30,227) | (520) | (2,226) | (450) | (33,423) | | Net book amount | 56,309 | 922 | 4,840 | 589 | 62,660 | | **At January 1, 2024** | | | | | | | Cost | 148,577 | 1,949 | 11,350 | 498 | 162,374 | | Accumulated depreciation | (56,566) | (1,165) | (5,695) | (359) | (63,785) | | Net book amount | 92,011 | 784 | 5,655 | 139 | 98,589 | | **Three months ended March 31, 2024** | | | | | | | Opening net book amount | 92,011 | 784 | 5,655 | 139 | 98,589 | | Additions | 16,375 | 80 | 625 | – | 17,080 | | Depreciation charge (Note 7) | (11,078) | (90) | (768) | (31) | (11,967) | | Currency translation differences | (13) | 1 | (34) | – | (46) | | Closing net book amount | 97,295 | 775 | 5,478 | 108 | 103,656 | | **At March 31, 2024** | | | | | | | Cost | 164,923 | 2,031 | 11,140 | 497 | 178,591 | | Accumulated depreciation | (67,628) | (1,256) | (5,662) | (389) | (74,935) | | Net book amount | 97,295 | 775 | 5,478 | 108 | 103,656 |

Depreciation of the Group's property, plant and equipment has been charged to the consolidated statements of comprehensive (loss)/income as follows:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | (Unaudited) | | | Research and development expenses | 4,622 | 13,469 | 31,661 | 4,602 | 10,736 | | General and administrative expenses | 884 | 3,919 | 4,915 | 1,322 | 1,202 | | Selling expenses | 171 | 96 | 278 | 34 | 29 | | **Total** | **5,677** | **17,484** | **36,854** | **5,958** | **11,967** |

– I-64 –

APPENDIX I

ACCOUNTANT'S REPORT

16 LEASES

(a) Amounts recognised in the consolidated statement of financial position

The consolidated statement of financial position shows the following amounts relating to leases:

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | **Right-of-use assets** | | | | | | Leased buildings | 11,375 | 33,243 | 50,848 | 54,518 | | **Lease liabilities** | | | | | | Current | 5,380 | 18,412 | 18,521 | 19,020 | | Non-current | 6,196 | 16,223 | 33,927 | 35,651 | | **Total** | **11,576** | **34,635** | **52,448** | **54,671** |

Additions to leased buildings during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 were approximately RMB9.9 million, RMB36.4 million, RMB40.5 million, nil and RMB9.4 million, respectively.

(b) Amounts recognised in the consolidated statement of comprehensive (loss)/income

The consolidated statement of comprehensive (loss)/income shows the following amounts relating to leases:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | (Unaudited) | | | Depreciation charge of right-of-use assets (Note 7) | 5,185 | 14,929 | 18,040 | 4,354 | 5,684 | | Interest expense (included in finance cost) (Note 11) | 515 | 1,479 | 1,817 | 469 | 713 | | Expense relating to short-term leases (Note 7) | 1,659 | 6,908 | 6,140 | 1,337 | 1,554 |

The total cash outflows for leases during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 were approximately RMB7.4 million, RMB22.2 million, RMB24.3 million, RMB5.3 million and RMB9.4 million, respectively.

(c) The Group's leasing activities and how these are accounted for

The Group leases various buildings for operation. Rental contracts are typically made for fixed periods ranging from one year to five years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessors. Leased assets may not be used as security for borrowing purposes.

– I-65 –

APPENDIX I

ACCOUNTANT'S REPORT

17 INTANGIBLE ASSETS

| | Software RMB'000 | |---|---| | **At January 1, 2021** | | | Cost | 23,862 | | Accumulated amortisation | (8,567) | | Net book amount | 15,295 |

Year ended December 31, 2021 Opening net book amount Additions Amortisation charge (Note 7)

15,295 8,278 (9,886)

Closing net book amount

13,687

At December 31, 2021 Cost Accumulated amortisation

28,817 (15,130)

Net book amount

13,687

At January 1, 2022 Cost Accumulated amortisation

28,817 (15,130)

Net book amount

13,687

Year ended December 31, 2022 Opening net book amount Additions Amortisation charge (Note 7)

13,687 21,030 (17,300)

Closing net book amount

17,417

At December 31, 2022 Cost Accumulated amortization

30,618 (13,201)

Net book amount

17,417

At January 1, 2023 Cost Accumulated amortisation

30,618 (13,201)

Net book amount

17,417

Year ended December 31, 2023 Opening net book amount Additions Amortisation charge (Note 7)

17,417 89,027 (31,649)

Closing net book amount

74,795

At December 31, 2023 Cost Accumulated amortization

113,044 (38,249)

Net book amount

74,795

– I-66 –

APPENDIX I

ACCOUNTANT'S REPORT Software RMB'000

(Unaudited) At January 1, 2023 Cost Accumulated amortisation

30,618 (13,201)

Net book amount

17,417

Three months ended March 31, 2023 Opening net book amount Additions Amortisation charge (Note 7)

17,417 39,307 (5,925)

Closing net book amount

50,799

At March 31, 2023 Cost Accumulated amortization

69,925 (19,126)

Net book amount

50,799

At January 1, 2024 Cost Accumulated amortisation

113,044 (38,249)

Net book amount

74,795

Three months ended March 31, 2024 Opening net book amount Additions Amortisation charge (Note 7)

74,795 2,288 (10,286)

Closing net book amount

66,797

At March 31, 2024 Cost Accumulated amortization

115,333 (48,536)

Net book amount

66,797

As at March 31, 2024, the intangible assets of the Group are mainly software which included electronic design automation software and office software. Amortisation of the Group's intangible assets has been recognised as follows:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Research and development expenses | 9,808 | 16,761 | 30,577 | 5,581 | 9,980 | | General and administrative expenses | 78 | 539 | 1,072 | 344 | 306 | | | 9,886 | 17,300 | 31,649 | 5,925 | 10,286 |

– I-67 –

APPENDIX I 18

ACCOUNTANT'S REPORT

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Investment in associates | | | | | | | At the beginning of the year/period | 10,326 | 9,604 | 8,617 | 8,617 | 17,176 | | Additions (iii) | – | – | 10,000 | – | – | | Share of net loss of associate accounted for using the equity method | (722) | (987) | (1,441) | (248) | (1,961) | | At the end of the year/period | 9,604 | 8,617 | 17,176 | 8,369 | 15,215 |

Set out below is a list of the associates of the Group as at December 31, 2021, 2022 and 2023 and March 31, 2024. The investments in associates only consist of ordinary shares.

| Name | Date of incorporation | Place of incorporation | Percentage of ownership interest attributable to the Group | | | | Principal activities | |---|---|---|---|---|---|---|---| | | | | As at December 31, 2021 | As at December 31, 2022 | As at December 31, 2023 | As at March 31, 2024 | | | Mairun Intelligent Technology (Shanghai) Co., Ltd. ("Mairun") 邁潤智能科技(上海)有限公司 (i) | July 6, 2018 | PRC | 9.17% | 8.84% | 8.84% | 8.84% | Intelligent technology | | Guoqi Pujin Intelligent Technology (Anqing) Co., Ltd. ("Guoqi") 國汽樸津智能科技(安慶)有限公司 (ii) | August 10, 2020 | PRC | 4.34% | 4.34% | 4.20% | 4.20% | Intelligent technology | | Lingtong Technology (Shanghai) Co., Ltd. ("Lingtong") 領瞳科技(上海)有限公司 (iii) | March 22, 2023 | PRC | N/A | N/A | 15% | 15% | Intelligent technology |

(i)

In November 2018, Black Sesame Shanghai invested 10% equity interests in Mairun at a cash consideration of RMB7.9 million and has significant influence based on its representation on the board of directors. In 2019 and 2021, the equity interest held by Black Sesame Shanghai have been diluted to 9.3% and 8.84% respectively due to capital injection from other shareholders. Impact of the dilutions was immaterial to the consolidated financial statements.

(ii)

In September 2020, Black Sesame Shanghai invested 4.34% equity interests in Guoqi at a cash consideration of RMB3 million and has significant influence based on its representation on the board of directors. In April 2023, the equity interest held by Black Sesame Shanghai have been diluted to 4.2% due to the capital injection from other shareholders. Impact of the dilutions was immaterial to the consolidated financial statements.

(iii)

In November 2023, Black Sesame Wuhan invested 15% equity interests in Lingtong at a cash consideration of RMB10 million and has significant influence based on its representation on the board of directors.

– I-68 –

APPENDIX I

ACCOUNTANT'S REPORT

In the opinion of the directors of the Company, none of the associates was material to the Group as of December 31, 2021, 2022 and 2023 and March 31, 2024. The investments in associates as at December 31, 2021, 2022 and 2023 and March 31, 2024 are as follows:

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Investment in associates | | | | | | – Mairun | 6,783 | 5,766 | 6,731 | 6,173 | | – Guoqi | 2,821 | 2,851 | 1,238 | 189 | | – Lingtong | – | – | 9,207 | 8,853 | | | 9,604 | 8,617 | 17,176 | 15,215 |

19

INVENTORIES

As at December 31, 2021, 2022 and 2023 and March 31, 2024, the inventories held by the Group for sales are shown by category as below:

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Work in progress | – | 52,359 | 75,364 | 68,156 | | Finished goods | 3,220 | 20,461 | 14,295 | 33,169 | | | 3,220 | 72,820 | 89,659 | 101,325 | | Less: Provision for impairment of inventories | – | – | (18,236) | (19,512) | | | 3,220 | 72,820 | 71,423 | 81,813 |

APPENDIX I

ACCOUNTANT'S REPORT

FINANCIAL INSTRUMENTS BY CATEGORY

| | As at December 31, | | | As at March 31, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | **Financial assets** | | | | | | Financial assets at FVPL (Note 21) | – | 706,462 | 28,989 | 29,144 | | Financial assets at amortised cost: | | | | | | – Trade and notes receivables (Note 23) | 49,459 | 125,219 | 164,937 | 143,860 | | – Other receivables (excluded prepayments, contract fulfillment cost, listing expenses to be capitalised and value-added tax recoverable) (Note 22) | 19,936 | 15,909 | 19,049 | 18,194 | | – Cash and cash equivalents (Note 24) | 1,553,419 | 982,229 | 1,298,412 | 1,053,511 | | | 1,622,814 | 1,829,819 | 1,511,387 | 1,244,709 | | **Financial liabilities** | | | | | | Financial instruments issued to investors (Note 28) | 5,249,949 | 8,386,402 | 12,589,493 | 10,977,065 | | Financial liabilities at amortised cost: | | | | | | – Trade payables (Note 29) | 13,083 | 69,907 | 68,085 | 52,370 | | – Other payables and accruals (excluding government grants, other tax payables, payroll and welfare payables) (Note 30) | 54,444 | 12,853 | 77,170 | 108,336 | | – Borrowings (Note 27) | 26,290 | 12,581 | – | 67,861 | | – Lease liabilities (Note 16) | 11,576 | 34,635 | 52,448 | 54,671 | | | 5,355,342 | 8,516,378 | 12,787,196 | 11,260,303 |

21

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

The Group classifies the following financial assets at FVPL:

• debt investments that do not qualify for measurement at either amortised cost or at FVOCI;

• equity investments that are held for trading; and

• equity investments for which the entity has not elected to recognise fair value gains or losses through OCI.

– I-70 –

APPENDIX I

ACCOUNTANT'S REPORT

Financial assets measured at FVPL include the following:

| | As at December 31, | | | As at March 31, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Current assets | | | | | | – Short-term investments measured at FVPL (a) | – | 706,462 | 8,197 | 8,316 | | Non-current assets | | | | | | – Long-term investments measured at FVPL (b) | – | – | 20,792 | 20,828 | | **Total financial assets** | **–** | **706,462** | **28,989** | **29,144** |

(a) Short-term investments measured at FVPL represents United States Treasury Bond purchased from Bank of America and money market fund unsecured with variable interest rates. The Group measures the investments at fair value using the quoted subscription or redemption prices published by the banks.

During the year ended December 31, 2022, the Group made investments in United States Treasury Bond and money market fund with the amount of RMB673 million.

During the year ended December 31, 2023, the Group received proceeds from the redemption of United States Treasury Bond and money market fund with the amount of RMB710 million upon maturity.

During the three months period ended March 31, 2023 and 2024, the Group received proceeds from the redemption of United States Treasury Bond with the amount of RMB356 million and nil, respectively, upon maturity.

(b) In November 2022, Dark Benne Limited, a wholly owned subsidiary of the Company, entered into an agreement to invest in 4.6% equity interests of a limited partnership fund as a limited partner with a total consideration of USD2.9 million (equivalent to RMB20 million). The consideration was paid in full in April 2023. As a limited partner, the Group has no significant influence over the limited partnership fund. Hence, the investment is accounted for as financial assets at FVPL with changes in the fair value recorded in the consolidated statements of comprehensive (loss)/income.

During the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024, the following net fair value gains were recognised in the consolidated statements of comprehensive (loss)/income:

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | | Gains on financial assets at FVPL recognised in other (losses)/gains – net | – | 9,659 | 12,129 | 6,391 | 105 |

– I-71 –

APPENDIX I

22

ACCOUNTANT'S REPORT

PREPAYMENTS AND OTHER RECEIVABLES

The Group

| | As at December 31, | | | As at March 31, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | **Non-current:** | | | | | | Capacity retention fees to packaging and testing services provider | 5,756 | 9,219 | 9,635 | 9,768 | | Deposits | 2,415 | 4,626 | 4,884 | 3,227 | | Others | 2,310 | 3,307 | 2,955 | 2,639 | | | 10,481 | 17,152 | 17,474 | 15,634 | | Less: loss allowance | – | – | – | – | | | **10,481** | **17,152** | **17,474** | **15,634** | | **Current:** | | | | | | Prepayments | 61,283 | 92,405 | 25,340 | 50,349 | | Value-added tax recoverable | 11,997 | 25,503 | 63,890 | 77,545 | | Contract fulfillment cost (Note 6(b)) | – | 13,869 | 1,083 | 1,785 | | Listing expenses to be capitalized | – | 592 | 2,854 | 3,306 | | Deposits | 1,877 | 1,769 | 3,862 | 4,621 | | Receivable from government grants | 3,500 | – | – | – | | Amounts due from a related party (Note 34(c)) | 5,900 | – | – | – | | Others | 488 | 295 | 668 | 578 | | | 85,045 | 134,433 | 97,697 | 138,184 | | Less: loss allowance | – | – | – | – | | | **85,045** | **134,433** | **97,697** | **138,184** |

As at December 31, 2021, 2022 and 2023 and March 31, 2024, the carrying amounts of other receivables were primarily denominated in RMB and approximated their fair values at each year end.

– I-72 –

APPENDIX I

ACCOUNTANT'S REPORT

TRADE AND NOTES RECEIVABLES

As at December 31, | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | Non-current: | | | | | | Trade and notes receivables | – | – | – | 16,561 | | Less: provision for impairment (Note 3.1(b)) | – | – | – | (2,587) | | | – | – | – | 13,974 | | Current: | | | | | | Trade and notes receivables | 52,125 | 136,369 | 185,499 | 153,408 | | Less: provision for impairment (Note 3.1(b)) | (2,666) | (11,150) | (20,562) | (23,522) | | | 49,459 | 125,219 | 164,937 | 129,886 |

The Group usually grants a credit period of 30 days to 180 days to its customers. As at December 31, 2021, 2022 and 2023 and March 31, 2024, the aging analysis of trade and notes receivables based on recognition date of gross trade and notes receivables are as follows:

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Up to 3 months | 28,514 | 64,621 | 103,121 | 21,626 | | 3 to 6 months | 6,888 | 7,591 | 2,459 | 67,377 | | 6 to 9 months | 5,882 | 28,790 | 8,036 | 2,381 | | 9 to 12 months | 272 | 16,669 | 12,876 | 7,802 | | Over 12 months | 10,569 | 18,698 | 59,007 | 70,783 | | | 52,125 | 136,369 | 185,499 | 169,969 |

The majority of the Group's trade and notes receivables were denominated in RMB.

Other receivables that are measured at amortised costs included deposits and amounts due from a related party and others were considered to be of low credit risk, and thus the impairment provision recognised during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 was limited to 12 months expected losses. The expected credit losses were minimal as these receivables had no history of default, certain amount of receivables were subsequently settled, and there was no unfavorable current conditions and forecast future economic conditions identified as at December 31, 2021, 2022 and 2023 and March 31, 2024.

The Company

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Amounts due from subsidiaries | 1,053,001 | 2,654,819 | 3,589,586 | 3,447,291 | | Provisions for impairment | (236,691) | (481,588) | (498,806) | (557,142) | | | 816,310 | 2,173,231 | 3,090,780 | 2,890,149 | | Listing expenses to be capitalized | – | – | 2,854 | 3,306 | | | – | – | 2,854 | 3,306 |

23. TRADE AND NOTES RECEIVABLES

– I-73 –

APPENDIX I ACCOUNTANT'S REPORT

24. CASH AND BANK BALANCES

The Group

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Cash and cash equivalents (Note 20) | 1,553,419 | 982,229 | 1,298,412 | 1,053,511 | | Cash and cash equivalents are denominated in: | | | | | | – USD | 1,397,118 | 801,024 | 987,304 | 873,968 | | – RMB | 155,352 | 178,373 | 309,140 | 177,330 | | – SGD | 949 | 2,832 | 1,968 | 2,213 | | | 1,553,419 | 982,229 | 1,298,412 | 1,053,511 |

The Company

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Cash and cash equivalents | 250,126 | 1,389,115 | 593,161 | 710,015 |

As at December 31, 2021, 2022 and 2023 and March 31, 2024, cash and cash equivalents of the Group and the Company are mainly denominated in USD.

25.

SHARE CAPITAL

The Group and the Company Authorized

| Number of shares | Nominal value of shares in USD | |---|---| | 1,000,000,000 | 100,000 |

Authorized shares as at December 31, 2021, 2022 and 2023 and March 31, 2024 (a)

Issued

| | Number of shares | Nominal value of shares in USD USD'000 | Equivalent nominal value of shares RMB'000 | |---|---|---|---| | As at January 1, 2021 | 80,000,000 | 8 | 52 | | Repurchase and cancellation of ordinary shares (b) | (9,000,000) | (1) | (6) | | As at December 31, 2021 | 71,000,000 | 7 | 46 | | As at December 31, 2022, 2023 and March 31, 2024 | 71,000,000 | 7 | 46 |

– I-74 –

APPENDIX I (a)

ACCOUNTANT'S REPORT

The Company was incorporated in the Cayman Islands on July 15, 2016 with an authorized share capital of USD50,000 divided into 500,000,000 ordinary shares of a par value of USD0.0001 each. In September 2019, the Company increased the authorized share capital to USD100,000 divided into 1,000,000,000 shares of a par value of USD0.0001 each. As at March 31, 2024, the authorized share capital of the Company is USD100,000 divided into 1,000,000,000 shares: (i) 581,215,714 ordinary shares of a par value of USD0.0001 each, (ii) 71,000,000 Series A redeemable convertible Preferred Shares of a par value of USD0.0001 each, (iii) 42,388,282 Series A-1 redeemable convertible Preferred Shares of a par value of USD0.0001 each, (iv) 54,977,656 Series B-1 redeemable convertible Preferred Shares of a par value of USD0.0001 each, (v) 6,000,000 Series B-2 redeemable convertible Preferred Shares of a par value of USD0.0001 each, (vi) 24,557,864 Series B-3 redeemable convertible Preferred Shares of a par value of USD0.0001 each, (vii) 23,959,003 Series B-4 redeemable convertible Preferred Shares of a par value of USD0.0001 each, (viii) 49,315,790 Series B+ redeemable convertible Preferred Shares of a par value of USD0.0001 each, (ix) 75,780,089 Series C redeemable convertible Preferred Shares of a par value of USD0.0001 each, (x) 70,805,602 Series C+ redeemable convertible Preferred Shares of a par value of USD0.0001 each.

(b)

In March 2021, the Company repurchased 9,000,000 ordinary shares from one of its shareholders at the purchase price of USD0.8 per share at an aggregate consideration USD7.2 million (equivalent to RMB46.5 million) which reduced the nominal value of shares and the reserves by RMB6 thousand and RMB46.5 million, respectively. No compensation cost was recognised. All these repurchased ordinary shares were cancelled in 2021. The Group made payment of USD6.5 million (equivalent to RMB41.9 million) in 2021 and made the remaining payment of USD0.7 million (equivalent to RMB4.6 million) in 2022.

(c)

As at December 31, 2021, 2022 and 2023 and March 31, 2024, 9,497,982, 11,456,205, 17,663,676 and 22,678,454 options were exercised but not yet registered as ordinary shares of the Company, respectively (Note 31). In June 2024, the Company completed the ordinary share registration for the options exercised under the Pre-IPO Incentive Plan in previous periods.

26

RESERVES

The Group

| | Currency translation differences RMB'000 | Fair value change on redeemable convertible preferred shares due to own credit risk RMB'000 | Share-based Compensation RMB'000 | Repurchase and cancellation of ordinary shares RMB'000 | Repurchase and cancellation of vested share options RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | As at January 1, 2021 | 58,216 | (10,208) | 47,905 | – | – | 95,913 | | Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) | – | (11,730) | – | – | – | (11,730) | | Share-based compensation (Note 31) | – | – | 111,744 | – | – | 111,744 | | Repurchase and cancellation of ordinary shares (Note 25(b)) | – | – | – | (46,500) | – | (46,500) | | Repurchase and cancellation of vested share options (Note 31) | – | – | – | – | (36,378) | (36,378) | | Currency translation differences | 62,755 | – | – | – | – | 62,755 | | As at December 31, 2021 | 120,971 | (21,938) | 159,649 | (46,500) | (36,378) | 175,804 |

– I-75 –

APPENDIX I

ACCOUNTANT'S REPORT

| | Currency translation differences RMB'000 | Fair value change on redeemable convertible preferred shares due to own credit risk RMB'000 | Share-based Compensation RMB'000 | Repurchase and cancellation of ordinary shares RMB'000 | Repurchase and cancellation of vested share options RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | As at January 1, 2022 | 120,971 | (21,938) | 159,649 | (46,500) | (36,378) | 175,804 | | Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) | – | (10,114) | – | – | – | (10,114) | | Share-based compensation (Note 31) | – | – | 339,544 | – | – | 339,544 | | Repurchase and cancellation of vested share options (Note 31) | – | – | – | – | (22,686) | (22,686) | | Currency translation differences | (396,648) | – | – | – | – | (396,648) | | As at December 31, 2022 | (275,677) | (32,052) | 499,193 | (46,500) | (59,064) | 85,900 | | As at January 1, 2023 | (275,677) | (32,052) | 499,193 | (46,500) | (59,064) | 85,900 | | Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) | – | (5,023) | – | – | – | (5,023) | | Share-based compensation (Note 31) | – | – | 421,052 | – | – | 421,052 | | Currency translation differences | (148,349) | – | – | – | – | (148,349) | | As at December 31, 2023 | (424,026) | (37,075) | 920,245 | (46,500) | (59,064) | 353,580 |

| | Currency translation differences RMB'000 | Fair value change on redeemable convertible preferred shares due to own credit risk RMB'000 | Share-based Compensation RMB'000 | Repurchase and cancellation of ordinary shares RMB'000 | Repurchase and cancellation of vested share options RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | (Unaudited) | | | | | | | | As at January 1, 2023 | (275,677) | (32,052) | 499,193 | (46,500) | (59,064) | 85,900 | | Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) | – | (3,940) | – | – | – | (3,940) | | Share-based compensation (Note 31) | – | – | 80,722 | – | – | 80,722 | | Currency translation differences | 89,489 | – | – | – | – | 89,489 | | As at March 31, 2023 | (186,188) | (35,992) | 579,915 | (46,500) | (59,064) | 252,171 | | As at January 1, 2024 | (424,026) | (37,075) | 920,245 | (46,500) | (59,064) | 353,580 | | Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) | – | 2,659 | – | – | – | 2,659 | | Share-based compensation (Note 31) | – | – | 113,135 | – | – | 113,135 | | Currency translation differences | (23,575) | – | – | – | – | (23,575) | | As at March 31, 2024 | (447,601) | (34,416) | 1,033,380 | (46,500) | (59,064) | 445,799 |

– I-76 –

APPENDIX I

ACCOUNTANT'S REPORT

The Company

| | Currency translation differences RMB'000 | Fair value change on redeemable convertible preferred shares due to own credit risk RMB'000 | Share-based Compensation RMB'000 | Repurchase and cancellation of ordinary shares RMB'000 | Repurchase and cancellation of vested share options RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | As at January 1, 2021 | 59,500 | (10,208) | 47,905 | – | – | 97,197 | | Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) | – | (11,730) | – | – | – | (11,730) | | Share-based compensation | – | – | | | | | | Repurchase and cancellation of ordinary shares (Note 25(b)) | – | – | | | | | | Repurchase and cancellation of vested share options (Note 31) | – | – | | | | | | Currency translation differences | | | | | | |

Repurchase and cancellation of vested share options RMB'000

Total RMB'000

–

–

97,197

– 111,744

– –

– –

(11,730) 111,744

–

–

(46,500)

–

(46,500)

– 51,141

– –

– –

– –

(36,378) –

(36,378) 51,141

As at December 31, 2021

110,641

(21,938)

159,649

(46,500)

(36,378)

165,474

As at January 1, 2022 Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) Share-based compensation Repurchase and cancellation of vested share options (Note 31) Currency translation differences

110,641

(21,938)

159,649

(46,500)

(36,378)

165,474

– –

(10,114) –

– 339,544

– –

– –

(10,114) 339,544

– (341,892)

– –

– –

– –

(22,686) –

(22,686) (341,892)

As at December 31, 2022

(231,251)

(32,052)

499,193

(46,500)

(59,064)

130,326

As at January 1, 2023 Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) Share-based compensation Currency translation differences

(231,251)

(32,052)

499,193

(46,500)

(59,064)

130,326

– – (139,685)

(5,023) – –

– 421,052 –

– – –

– – –

(5,023) 421,052 (139,685)

As at December 31, 2023

(370,936)

(37,075)

920,245

(46,500)

(59,064)

406,670

(231,251)

(32,052)

499,193

(46,500)

(59,064)

130,326

– – 58,128

(3,940) – –

– 80,722 –

– – –

– – –

(3,940) 80,722 58,128

As at March 31, 2023

(173,123)

(35,992)

579,915

(46,500)

(59,064)

265,236

As at January 1, 2024 Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) Share-based compensation Currency translation differences

(370,936)

(37,075)

920,245

(46,500)

(59,064)

406,670

– – (18,270)

2,659 – –

– 113,135 –

– – –

– – –

2,659 113,135 (18,270)

As at March 31, 2024

(389,206)

(34,416)

1,033,380

(46,500)

(59,064)

504,194

(Unaudited) As at January 1, 2023 Fair value change on redeemable convertible preferred shares due to own credit risk (Note 28(a)) Share-based compensation Currency translation differences

Share-based Compensation RMB'000

Repurchase and cancellation of ordinary shares RMB'000

– I-77 –

APPENDIX I 27

ACCOUNTANT'S REPORT

BORROWINGS

| | As at December 31, | | | As at March 31, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Borrowings included in non-current liabilities: | | | | | | – Bank borrowings, secured (a) | 12,255 | – | – | – | | | 12,255 | – | – | – | | Borrowings included in current liabilities: | | | | | | – Bank borrowings, secured (a) | 13,783 | 12,255 | – | – | | – Bank borrowings, unsecured (b) (c) | – | – | – | 67,800 | | – Interest payables | 252 | 326 | – | 61 | | | 14,035 | 12,581 | – | 67,861 | | | 26,290 | 12,581 | – | 67,861 |

(a)

In November 2020, Black Sesame Shanghai entered into a loan facility agreement with Shanghai Pudong Development Silicon Valley Bank ("SSVB") which provided Black Sesame Shanghai a credit limit in an aggregate principal amount of RMB34.5 million with a floating interest per annum (1.65% above the loan prime rate). Borrowings under the loan facility agreement were collateralized by accounts receivables of Black Sesame Shanghai during the terms of borrowings and also guaranteed by the Company. As of December 31, 2021 and 2022, accounts receivable of Black Sesame Shanghai with the carrying amount of RMB28.7 million and RMB26.3 million, respectively, were collateralized.

In November 2020, the Group drew down borrowings with the principal amount of RMB34.5 million under the facility which were repayable by instalments over a thirty months period commencing from 6 months after the origination date.

In conjunction with the loan facility agreement, the Company issued China Equities HK Limited ("China Equities"), a related party of SSVB, a warrant ("2020 Ordinary Share Warrant") to subscribe 247,280 ordinary shares of the Company at the purchase price of USD1.2132 per share within a term of 7 years from the issuance date (Note 28 (b(ii))). Proceeds drawn down under the loan facility together with the warrant purchase price were allocated between the borrowings which were subsequently measured at amortised cost and the 2020 Ordinary Share Warrant which was subsequently measured at fair value through profit or loss.

In November 2023, the above borrowings and related interest were fully repaid and the collateralization was released accordingly.

(b)

In April 2023, Black Sesame Wuhan entered into a one-year loan facility agreement with China Merchants Bank Company Limited Wuhan Branch which provided Black Sesame Wuhan a credit limit in an aggregate principal amount of RMB50 million. As of December 31, 2023, no borrowings were drawn down under the facility. As of March 31, 2024, Black Sesame Wuhan has drawn down borrowings with the amount of RMB50 million under the facility with an interest rate of 3.2% per annum which shall be repaid by March 2025.

(c)

In April 2023, Black Sesame Shanghai entered into a one-year loan facility agreement with China Merchants Bank Company Limited Shanghai Branch which provided Black Sesame Shanghai a credit limit in an aggregate principal amount of RMB30 million. As of December 31, 2023, no borrowings were drawn down under the facility. As of March 31, 2024, Black Sesame Shanghai has drawn down borrowings with the amount of RMB17.8 million under the facility with an interest rate of 3.2% per annum which shall be repaid by October 2024.

– I-78 –

APPENDIX I

ACCOUNTANT'S REPORT

Subsequently in April 2024, Black Sesame Shanghai further drew down borrowings with the amount of RMB12.2 million under the facility with an interest rate of 3.2% per annum which shall be repaid by October 2024.

28

(d)

其后于2024年5月，黑芝麻武汉及黑芝麻上海与硅谷银行（作为牵头行及代理行）及其他数家银行订立了一份为期两年的银团贷款协议，该协议为黑芝麻武汉及黑芝麻上海提供了本金总额为人民币5亿元的贷款。在贷款总额中，人民币3亿元及人民币2亿元将分别于2025年11月及2026年5月分期偿还。此外，若本公司未能于2024年12月31日前完成所得款项总额不少于预定金额的股权融资，银行有权要求本集团提前全额偿还贷款。贷款协议项下的借款由黑芝麻国际控股有限公司提供担保。于2024年5月、6月及7月，黑芝麻武汉及黑芝麻上海分别根据该贷款协议提取了合计人民币1.901亿元及人民币7,490万元的借款，年利率为3.7厘。

(e)

截至2021年、2022年及2023年12月31日止年度以及截至2023年及2024年3月31日止三个月，加权平均利率分别为每年6.12%、6.12%、6.12%、6.12%及3.2%。

向投资者发行的金融工具 本集团

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 人民币千元 | 2022年 人民币千元 | 2023年 人民币千元 | 人民币千元 | | 流动负债 | | | | | | – 可赎回可转换优先股 (a) | 5,094,096 | 8,279,244 | 12,589,493 | 10,977,065 | | – 承诺衍生工具 (d) | 28,000 | 67,941 | – | – | | – 可转换票据 (c) | 125,854 | 35,413 | – | – | | – 认股权证负债 (b) | 1,999 | 3,804 | – | – | | | 5,249,949 | 8,386,402 | 12,589,493 | 10,977,065 |

本公司

| | 截至12月31日 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 人民币千元 | 2022年 人民币千元 | 2023年 人民币千元 | 人民币千元 | | 流动负债 | | | | | | – 可赎回可转换优先股 (a) | 5,094,096 | 8,279,244 | 12,589,493 | 10,977,065 | | – 承诺衍生工具 (d) | 28,000 | 67,941 | – | – | | – 认股权证负债 (b) | 1,999 | 3,804 | – | – | | | 5,124,095 | 8,350,989 | 12,589,493 | 10,977,065 |

(a)

可赎回可转换优先股

自成立之日起，本公司已通过向投资者发行优先股完成数轮融资，即A轮优先股、A-1轮优先股、B-1轮优先股、B-2轮优先股、B-3轮优先股、B-4轮优先股、B+轮优先股、C轮优先股及C+轮优先股。

– I-79 –

附录一

会计师报告

优先股发行的详情载列于下表：

| 系列 | 发行日期 | 购买价格（美元/股） | 股份数目 | 总代价（千美元） | |---|---|---|---|---| | A轮优先股 | 2016年9月、2016年11月、2016年12月、2017年1月、2017年2月、2017年7月 | 0.1000 | 71,000,000 | 7,100 | | A-1轮优先股 | 2017年12月、2018年1月、2018年3月、2018年4月、2018年5月、2021年6月 | 0.3360 | 42,388,282 | 14,242 | | B-1轮优先股 | 2019年2月、2019年3月 | 0.7276 | 54,977,656 | 40,002 | | B-2轮优先股 | 2019年4月 | 0.8003 | 6,000,000 | 4,802 | | B-3轮优先股 | 2019年9月 | 1.0913 | 24,557,864 | 26,800 | | B-4轮优先股 | 2020年8月、2022年1月、2023年6月 | 1.2132 | 23,959,003 | 29,067 | | B+轮优先股 | 2021年4月、2021年7月、2021年9月、2022年1月、2023年6月 | 2.3972 | 49,315,790 | 118,220 | | C轮优先股 | 2021年5月、2021年6月、2021年7月、2021年9月、2022年6月 | 3.0655 | 75,780,089 | 232,304 | | C+轮优先股 | 2021年12月、2022年1月、2023年6月 | 3.4733 | 66,314,154 | 230,329 | | 合计 | | | 414,292,838 | 702,866 |

优先股的主要条款概述如下： 股息权利 较后系列优先股持有人有权按以下顺序优先获得任何现金或非现金股息的宣派或派付：C+轮优先股、C轮优先股、B+轮优先股、B-4轮优先股、B-3轮优先股、B-2轮优先股、B-1轮优先股、A-1轮优先股、A轮优先股及普通股，按该优先股原始发行价每年单利6%累积计息，于董事会宣派时按实际情况支付。

– I-80 –

附录一

会计师报告

清算优先权

在公司任何自愿或非自愿的清算、解散或停业情形下，公司可依法向股东分配的所有资产和资金，应基于股东持有股份，按照以下顺序进行分配：

首先，优先股持股人就其持有及已缴足款项的每股已发行优先股，有权按适用优先股发行价的100%加上该等优先股已宣派但尚未支付的股息的金额收取款项。若资产和资金不足以向优先股持股人足额支付上述款项，则全部可供分配的合法资产和资金应按比例在该等持股人之间按比例分配。清算时，按优先顺序，首先分配给C+系列优先股持股人，其次分配给C系列优先股持股人、B+系列优先股持股人、B-4系列优先股持股人、B-3系列优先股持股人、B-2及B-1系列优先股持股人、A-1系列优先股持股人，最后分配给A系列优先股持股人及普通股持股人。

其次，若在按上述规定向适用的优先股持股人全额分配或支付合计款项后仍有剩余资产或资金，则剩余的可供分配的合法资产和资金应按照普通股持股人及优先股持股人以折算后的普通股股数为基础，按相对比例在其间分配。除C+系列优先股、C系列优先股及B+系列优先股持股人外，可向各优先股持股人分配的总额不超过适用发行价的三倍。

视同清算事件应被视为清算事件。视同清算事件包括：(a) 任何集团公司（指公司的各附属公司及集团）与任何其他人士进行任何合并、合并重组、协议安排或重组，且该集团公司在该等合并、合并重组、协议安排或重组完成后，其股东所持有的该集团公司整体投票权低于50%，或该集团公司作为一方参与的任何交易或一系列相关交易中超过50%的该集团公司投票权被转让；(b) 出售、转让、租赁或以其他方式处置任何集团公司的全部或实质上全部资产（或导致出售、转让、租赁或以其他方式处置该集团公司全部或实质上全部资产的一系列相关交易）；或 (c) 在单项交易或一系列相关交易中，将任何集团公司全部或实质上全部知识产权转让或独家授权予第三方。

赎回权

若公司未能于2026年3月31日前完成合资格首次公开发售，则公司须在请求持股人的选择下，随时赎回该请求持股人持有的全部已发行优先股（未缴款股份除外）。每股已缴足款项的优先股（未缴款股份除外）的赎回价格，等于该优先股购买价的100%，加上自该优先股视为发行日期起至赎回该优先股之日止的按年8%复利计算的应计利息，再加上已宣派但尚未支付的股息。

赎回时，按优先顺序，首先赎回C+系列优先股持股人，其次赎回C系列优先股持股人、B+系列优先股持股人及全体B系列优先股持股人。

投票权

每股优先股（公司创始人单际章持有的优先股除外）享有的投票数等于该优先股可转换所得普通股数量。单际章就其持有的每股普通股享有十票投票权，并就其集体持有的优先股可转换所得普通股数量的十倍享有相应数量的投票权。该权利不可转让，且仅可由单际章行使。优先股可就任何事项以独立类别进行投票。于2024年3月31日，单际章持有的普通股及优先股数量分别为42,100,000股及2,000,000股。

— I-81 —

附录一

会计师报告

APPENDIX I

ACCOUNTANT'S REPORT

The movements of the Preferred Shares during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024 are set out as below:

| | RMB'000 | |---|---| | At January 1, 2021 | 1,500,222 | | Issuance of Series B+ Preferred Shares | 614,959 | | Issuance of Series C Preferred Shares | 1,420,109 | | Issuance of Series C+ Preferred Shares | 64,584 | | Change in fair value through profit or loss | 1,563,802 | | Change in fair value due to own credit risk | 11,730 | | Currency translation differences | (81,310) | | At December 31, 2021 | 5,094,096 | | At January 1, 2022 | 5,094,096 |

转换 每股优先股可按优先股购买价格除以该优先股当时有效转换价格所得的优先股转换为普通股比率，转换为相应数量的已全额缴付且无需追缴的普通股。每股优先股的转换价格初始等于该优先股适用的购买价格，使优先股的初始转换比例为1:1，并须随时根据稀释情况（包括但不限于股票分拆、股票股息及重组）进行调整和再调整。每股优先股可由持有人自行选择，在该等优先股发行日期后的任何时间，按当时有效的适用转换价格转换为普通股。

此外，每股优先股须在合格首次公开招股完成时立即按当时对该优先股有效的适用转换价格自动转换为普通股。

优先股主要条款的后续修订 根据股东于2024年7月26日通过的书面决议，全体股东一致决议，本公司每位股东明确且不可撤销地：(a) 确认并承认拟议全球发售不符合本公司现行组织章程大纲及细则所界定的"合格首次公开招股"；(b) 同意优先股在拟议全球发售完成时按1:1比例自动转换；及 (c) 放弃对本公司的任何权利、权益或索偿，无论该等权利、权益或索偿是否由合同或法律产生，亦无论该等权利、权益或索偿是否由该股东为缔约方的任何合同或本公司现行组织章程大纲及细则所规定（包括赎回权），但须满足以下条件：(i) 最终发售价不得低于C+轮优先股每股成本；及 (ii) 本公司股份须于2024年9月30日或之前在香港联合交易所有限公司上市。

A-1系列认股权证及A-2系列优先股的发行 2017年12月，本公司向一名第三方投资者发行认股权证，以每股0.336美元的购买价格购买14,714,284股A-1系列优先股，合计购买价格为490万美元（相当于人民币3,280万元）（"A-1系列认股权证"），同时发行一(1)股A-2系列优先股。该一(1)股A-2系列优先股被视为代表A-1系列优先股的总数，包括一(1)股加上A-1系列认股权证获全面行使后可发行的股份总数。

该第三方投资者可自行决定在发行日期起两年内购买14,714,284股A-1系列优先股。行使A-1系列认股权证后，已发行的一(1)股A-2系列优先股将被没收，并以一(1)股A-1系列优先股替代。

在发行A-1系列认股权证的同时，黑芝麻上海向该第三方投资者的关联方发行了本金金额为人民币3,280万元的可转换票据。

2021年6月，黑芝麻上海以人民币3,280万元全额偿还可转换票据，该第三方投资者行使14,714,284份认股权证，以相当于人民币3,280万元的购买价格购买14,714,284股A-1系列优先股。与此同时，已发行的一(1)股A-2系列优先股被没收，并以一(1)股A-1系列优先股替代。

优先股的会计处理 优先股被分类为金融负债。此外，本集团以公允价值计量优先股，不从主合同中分拆任何嵌入衍生工具，而是将整个工具指定为以公允价值计量且其变动计入损益的金融负债，公允价值变动记录于综合全面（亏损）/收益表，但由本公司自身信用风险引起的利得或亏损除外，该部分于其他综合收益中列示，且不再重新分类至损益表。

于2021年、2022年及2023年12月31日以及2024年3月31日，所有优先股均被分类为流动负债，原因是优先股可由优先股股东自行选择在任何时间转换为普通股，且该转换特征不符合"固定换固定"标准。

若本公司自身信用风险导致被指定为以公允价值计量且其变动计入损益的金融负债的公允价值发生变动，则在并非为避免会计错配或将贷款承诺或金融担保合同计入损益的情况下，该等变动于其他综合收益中确认。

– I-82 –

Conversion of 2020 Convertible Note for Series B-4 Preferred Shares (Note 28(c)) Issuance of Series B+ Preferred Shares Issuance of Series C Preferred Shares Issuance of Series C+ Preferred Shares Change in fair value through profit or loss Change in fair value due to own credit risk Currency translation differences

101,287 73,459 108,824 692,788 1,650,214 10,114 548,462

At December 31, 2022

8,279,244

At January 1, 2023

8,279,244

Conversion of 2020 Convertible Note for Series B-4 Preferred Shares (Note 28(c)) Issuance of Series B+ Preferred Shares Issuance of Series C+ Preferred Shares Change in fair value through profit or loss Change in fair value due to own credit risk Currency translation differences

47,403 161,579 1,046,269 2,867,081 5,023 182,894

At December 31, 2023

12,589,493

(Unaudited) At January 1, 2023

8,279,244

Change in fair value through profit or loss Change in fair value due to own credit risk Currency translation differences

709,230 3,940 (107,442)

At March 31, 2023

8,884,972

At January 1, 2024

12,589,493

Change in fair value through profit or loss Change in fair value due to own credit risk Currency translation differences

(1,636,088) (2,659) 26,319

At March 31, 2024

10,977,065

– I-83 –

APPENDIX I

ACCOUNTANT'S REPORT

The Company applied the discount cash flow method to determine the underlying equity value of the Company and adopted equity allocation model to determine the fair value of the Preferred Shares. Key assumptions are discussed in Note 3.3.

(b) Warrants

(i) 2018 Ordinary Share Warrant

In October 2018, the Group entered into a loan facility agreement with Silicon Valley Bank ("SVB") which provided the Group a credit limit in an aggregate principal amount of USD3 million with a floating interest per annum (1% above the loan prime rate). In conjunction with the loan facility agreement, the Group issued SVB a warrant to subscribe 244,388 ordinary shares of the Company at the purchase price of USD0.04 per share within a term of 10 years since the issuance date ("2018 Ordinary Share Warrant"). The purchase price shall be subject to adjustment for dilution from time to time, included but not limited to stock splits and stock dividends. Proceeds drawn down under the loan facility were allocated between the borrowings and the 2018 Ordinary Share Warrant. The 2018 Ordinary Share Warrant was subsequently recorded at fair value with changes in fair value recorded in profit or loss.

The Group repaid all borrowings under the above loan facility in October 2019 and repurchased the 2018 Ordinary Share Warrant in April 2021 with a consideration of USD286,716 (equivalent to RMB1.8 million) which is approximate to the fair market value of the warrant.

(ii) 2020 Ordinary Shares Warrant

In November 2020, the Group entered into a loan facility agreement with SSVB which provided the Group a credit limit in an aggregate principal amount of RMB34.5 million with a floating interest per annum (1.65% above the loan prime rate) (Note 27(a)). In conjunction with the loan facility agreement, the Group issued China Equities, a related party of SSVB, a warrant with a consideration of USD458 to subscribe 247,280 ordinary shares of the Company at the purchase price of USD1.2132 per share within a term of 7 years from the issuance date ("2020 Ordinary Share Warrant"). The purchase price shall be subject to adjustment for dilution from time to time, included but not limited to stock splits and stock dividends. Proceeds drawn down under the loan facility together with the warrant purchase price were allocated between the borrowings and the 2020 Ordinary Share Warrant. The 2020 Ordinary Share Warrant was subsequently recorded at fair value with changes in fair value recorded in profit or loss.

The Group repurchased the 2020 Ordinary Share Warrant in June 2023 with a consideration of USD618,834 (equivalent to RMB4.4 million) which is approximate to the fair market value of the warrant.

The Company's warrant liabilities activities during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 are summarized below:

RMB'000 At January 1, 2021

2,030

Repurchase of 2018 Ordinary Share Warrant Change in fair value Currency translation differences

(1,818) 1,833 (46)

At December 31, 2021

1,999

At January 1, 2022

1,999

Change in fair value Currency translation differences

1,565 240

At December 31, 2022

3,804

– I-84 –

APPENDIX I

ACCOUNTANT'S REPORT

RMB'000

At January 1, 2023

3,804

Repurchase of 2020 Ordinary Share Warrant Change in fair value Currency translation differences

(4,358) 573 (19)

At December 31, 2023

–

(Unaudited) At January 1, 2023 Change in fair value Currency translation differences

3,804 404 (50)

At March 31, 2023

4,158

(c) 2020 Convertible Notes

– I-85 –

APPENDIX I

ACCOUNTANT'S REPORT

The movement of the Group's convertible notes during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 are set out as below:

| | RMB'000 | |---|---| | At January 1, 2021 | 88,677 | | Change in fair value | 37,177 | | **At December 31, 2021** | **125,854** | | At January 1, 2022 | 125,854 | | Conversion of 2020 Convertible Notes | (101,287) | | Change in fair value | 10,846 | | **At December 31, 2022** | **35,413** | | At January 1, 2023 | 35,413 | | Change in fair value | 11,990 | | Conversion of 2020 Convertible Notes | (47,403) | | **At December 31, 2023** | **–** |

| (Unaudited) | RMB'000 | |---|---| | At January 1, 2023 | 35,413 | | Change in fair value | 6,253 | | **At March 31, 2023** | **41,666** |

(d) Commitment derivatives

The issuance of Preferred Shares to certain investors would not be consummated before they complete their registrations for overseas direct investment. The Group's commitments to its Preferred Share investors to purchase its Preferred Shares at a predetermined price commence from sign-off of corresponding investment agreements till the investors settle the applicable considerations and the register of members of the Company is correspondingly updated. Therefore, such commitments were accounted for as derivatives and recorded as financial liabilities at fair value through profit or loss with the changes in the fair value recorded in the consolidated statements of comprehensive (loss)/income. As at December 31, 2023, other than the investors who terminated their commitment agreements with the Company, all the rest of investors completed their registrations for overseas direct investment and consummated the purchase of the Preferred Shares. Hence, all the commitment derivatives were either converted to Preferred Shares or terminated as at December 31, 2023.

– I-86 –

APPENDIX I

ACCOUNTANT'S REPORT

The movement of the Group's commitment derivatives during the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 are set out as below:

| | RMB'000 | |---|---| | At January 1, 2021 | – | | Change in fair value | 28,363 | | Currency translation differences | (363) | | **At December 31, 2021** | **28,000** | | At January 1, 2022 | 28,000 | | Issuance of Series B+ Preferred Shares | (6,198) | | Issuance of Series C Preferred Shares | (8,824) | | Change in fair value | 51,437 | | Currency translation differences | 3,526 | | **At December 31, 2022** | **67,941** | | At January 1, 2023 | 67,941 | | Issuance of Series B+ Preferred Shares | (71,500) | | Issuance of Series C+ Preferred Shares | (296,269) | | Termination of commitment | (31,020) | | Change in fair value | 331,195 | | Currency translation differences | (347) | | **At December 31, 2023** | **–** |

| (Unaudited) | RMB'000 | |---|---| | At January 1, 2023 | 67,941 | | Change in fair value | 64,411 | | Currency translation differences | (680) | | **At March 31, 2023** | **131,672** |

– I-87 –

APPENDIX I 29

ACCOUNTANT'S REPORT

TRADE PAYABLES

The Group

As at December 31, 2021, 2022 and 2023 and March 31, 2024, the aging analysis of the trade payables based on transaction date are as follows:

| | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | Up to 6 months | 10,099 | 55,345 | 43,439 | 28,745 | | 6 to 12 months | – | 11,379 | 6,347 | 5,859 | | Over 12 months | 2,984 | 3,183 | 18,299 | 17,766 | | **Total** | **13,083** | **69,907** | **68,085** | **52,370** |

The carrying amounts of trade payables are considered approximately to their fair values.

30

OTHER PAYABLES AND ACCRUALS

The Group

| | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | **Non-current:** | | | | | | Government grants (a) | 28,400 | 29,657 | | | | Payables for purchase of software | – | – | | | | Others | – | – | | | | **Current:** | | | | | | Payroll and welfare payables | | | | | | Government grants (a) | | | | | | Other taxes payable | | | | | | Payables for purchase of IP | | | | | | Payables for repurchase of ordinary shares from a shareholder (Note 25(b)) | | | | | | Government grants refund | | | | | | Exercise price received for stock options | | | | | | Payables for listing expenses | | | | | | Payables for purchase of software | | | | | | Payables for technical services | | | | | | Payables for property, plant and equipment | | | | | | Amount due to a related party (Note 34(b)) | | | | | | Others | | | | |

34,146 18,548 4,231

2,681 6,069 3,874

28,400

29,657

56,925

12,624

38,678 1,200 2,450 38,253

70,829 30,377 6,162 –

138,231 25,632 15,577 –

167,141 45,982 9,432 –

4,591 –

– –

– –

– 12,760

2,512 – – 7,972

4,111 3,916 – 867

10,268 11,838 19,556 10,245

11,419 13,194 19,786 32,481

–

–

–

6,407

– 1,116

– 3,959

3,000 5,179

3,583 4,192

96,772

120,221

239,526

326,377

125,172

149,878

296,451

339,001

– I-88 –

APPENDIX I (a)

ACCOUNTANT'S REPORT

Government grants provided to the Group mainly related to the financial assistance received from local governments in the PRC. When attached conditions are expected to be satisfied within one year, the Group recorded the government grants as current liabilities upon cash receipts. For government grants of which the attached conditions are expected to be satisfied over one year, the Group recorded the government grants as non-current liabilities upon cash receipts.

The Company

| | As at December 31, | | | As at March 31, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Payables for repurchase of ordinary shares from a shareholder (Note 25(b)) | 4,591 | – | – | – | | Exercise price received for stock options | 2,512 | 4,111 | 10,268 | 11,419 | | Payables for listing expenses | – | – | 11,838 | 13,194 | | Other payables and accruals | 252 | – | – | – | | | 7,355 | 4,111 | 22,106 | 24,613 |

31

SHARE-BASED COMPENSATION

In September 2016, the Company adopted its Pre-IPO Incentive Plan (the "Pre-IPO Plan"), which permits the grant of stock options and restricted shares to the employees and directors of the Group. Under the plan, a total of no more than 156,847,868 ordinary shares of the Company were initially reserved for issuance. The stock options under the Pre-IPO Plan have a contractual term of ten years from the grant date.

During the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2023 and 2024, the Company granted 55,465,053, 28,222,000, 36,701,100, 2,962,000 and 508,000 stock options, respectively, to the Group's employees under the Pre-IPO Plan. Provided that the personnel's service with the Company has not terminated prior to each vesting date, the vesting schedules of the share options granted are as below:

• Type (i) 25% of the total granted share options shall become vested one year from the Vesting Commencement Date and the remaining 75% vested on each month thereafter over the next three years;

• Type (ii) 1/3 of the total granted share options shall become vested one year from the Vesting Commencement Date and the remaining 2/3 vested on each month thereafter over the next two years;

• Type (iii) 50% of the total granted share options shall become vested two years from the Vesting Commencement Date and the remaining 50% vested on each year thereafter over the next two years;

• Type (iv) 50% of the total granted share options shall become vested one year from the Vesting Commencement Date and the remaining 50% vested on each month thereafter over the next year;

• Type (v) 100% of the total granted share options shall become vested one year from the Vesting Commencement Date;

• Type (vi) 100% of the total granted share options shall become vested on the Vesting Commencement Date.

– I-89 –

APPENDIX I

ACCOUNTANT'S REPORT

The following table summarizes the Group's stock option activities:

| | Number of share options | Weighted average exercise price USD | |---|---|---| | Outstanding at January 1, 2021 | 46,313,898 | 0.10 | | Granted | 55,465,053 | 0.20 | | Forfeited | (6,561,785) | 0.17 | | Exercised | (3,046,612) | 0.04 | | Repurchased | (2,886,811) | 0.05 | | Outstanding at December 31, 2021 | 89,283,743 | 0.16 | | Vested and exercisable as at December 31, 2021 | 33,627,615 | 0.10 | | Outstanding at January 1, 2022 | 89,283,743 | 0.16 | | Granted | 28,222,000 | 0.56 | | Forfeited | (3,956,442) | 0.25 | | Exercised | (1,958,223) | 0.09 | | Repurchased | (1,433,988) | 0.05 | | Outstanding at December 31, 2022 | 110,157,090 | 0.27 | | Vested and exercisable as at December 31, 2022 | 41,817,930 | 0.23 | | Outstanding at January 1, 2023 | 110,157,090 | 0.27 | | Granted | 36,701,100 | 0.59 | | Forfeited | (1,595,761) | 0.37 | | Exercised | (6,207,471) | 0.13 | | Outstanding at December 31, 2023 | 139,054,958 | 0.35 | | Vested and exercisable as at December 31, 2023 | 61,902,403 | 0.21 | | (Unaudited) | | | | Outstanding at January 1, 2023 | 110,157,090 | 0.27 | | Granted | 2,962,000 | 0.59 | | Forfeited | (892,424) | 0.32 | | Exercised | (401,770) | 0.10 | | Outstanding at March 31, 2023 | 111,824,896 | 0.22 | | Vested and exercisable as at March 31, 2023 | 46,054,766 | 0.18 |

– I-90 –

APPENDIX I

ACCOUNTANT'S REPORT

| | Number of share options | Weighted average exercise price USD | |---|---|---| | Outstanding at January 1, 2024 | 139,054,958 | 0.35 | | Granted | 508,000 | 0.70 | | Forfeited | (1,021,023) | 0.52 | | Cancelled | (360,000) | 0.59 | | Exercised | (5,014,778) | 0.10 | | Outstanding at March 31, 2024 | 133,167,157 | 0.36 | | Vested and exercisable as at March 31, 2024 | 60,835,372 | 0.21 |

The weighted-average remaining contractual life for outstanding share options was 8.5 years, 8.1 years and 7.7 years, and 7.5 years as at December 31, 2021, 2022 and 2023 and March 31, 2024, respectively.

The Group has used the discounted cash flow method to determine the underlying equity fair value of the Company and adopted the equity allocation model to determine the fair value of the underlying ordinary shares. Key assumptions, such as projections of future performance, are determined by the Group with best estimate.

Based on fair value of the underlying ordinary shares, the Group has used the Binomial model to determine the fair value of the share option as at the grant date. Key assumptions are set as below:

| | Years ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (Unaudited) | 2024 | | Fair value per ordinary share (USD) | 1.18–2.05 | 2.05–3.00 | 3.52–3.62 | 3.42–3.61 | 3.04 | | Risk-free interest rates | 1.66%–1.87% | 1.92%–4.10% | 4.05%–5.12% | 3.63%–3.98% | 4.32% | | Dividend yield | 0% | 0% | 0% | 0% | 0% | | Expected volatility | 52.4%–53.8% | 52.6%–54.5% | 54.0%–54.3% | 55.4%–56.2% | 54.88% | | Expected terms | 10 years | 10 years | 10 years | 10 years | 10 years |

– I-91 –

附录一

会计师报告

以下为截至2021年、2022年及2023年12月31日止年度以及截至2023年及2024年3月31日止三个月，计入综合全面（亏损）/收益表的股份支付费用：

| | 截至12月31日止年度 | | | 截至3月31日止三个月 | | |---|---|---|---|---|---| | | 2021年 人民币千元 | 2022年 人民币千元 | 2023年 人民币千元 | 2023年 人民币千元（未经审核） | 2024年 人民币千元（未经审核） | | 研究及开发费用 | 44,931 | 156,035 | 222,713 | 46,180 | 53,519 | | 销售及营销费用 | 13,779 | 78,400 | 47,770 | 10,394 | 12,816 | | 一般及行政费用 | 53,034 | 105,109 | 150,569 | 24,148 | 46,800 | | **合计** | **111,744** | **339,544** | **421,052** | **80,722** | **113,135** |

32 现金流量信息

(a) 经营活动所用净现金

| | 截至12月31日止年度 | | | 截至3月31日止三个月 | | |---|---|---|---|---|---| | | 2021年 人民币千元 | 2022年 人民币千元 | 2023年 人民币千元 | 2023年 人民币千元（未经审核） | 2024年 人民币千元（未经审核） | | 除所得税前（亏损）/收益 | (2,356,502) | (2,753,936) | (4,855,118) | (1,106,663) | 1,203,302 | | 调整项目： | | | | | | | 物业、厂房及设备折旧（附注15） | 5,677 | 17,484 | 36,854 | 5,958 | 11,967 | | 使用权资产折旧（附注16） | 5,185 | 14,929 | 18,040 | 4,354 | 5,684 | | 无形资产摊销（附注17） | 9,886 | 17,300 | 31,649 | 5,925 | 10,286 | | 存货减值拨备（附注19） | – | – | 18,236 | – | 1,276 | | 出售物业、厂房及设备亏损（附注15） | 150 | 679 | 1,482 | 12 | – | | 使用权资产终止亏损 | – | – | 265 | – | – | | 向投资者发行金融工具的公允价值亏损/（收益）（附注28） | 1,631,175 | 1,714,062 | 3,179,819 | 780,298 | (1,636,088) | | 以公允价值计量且其变动计入损益的其他金融资产收益（附注21） | – | (9,659) | (12,129) | (6,391) | (105) | | 美国政府豁免借款 | (6,999) | – | – | – | – | | 股份支付费用（附注31） | 111,744 | 339,544 | 421,052 | 80,722 | 113,135 | | 利息收入（附注11） | (66) | (461) | (514) | (126) | (133) | | 利息支出（附注11） | 2,386 | 2,668 | 3,377 | 755 | 1,168 | | 外汇亏损—净额（附注10） | 1,408 | 18,620 | 15,113 | 1,341 | 866 | | 金融资产净减值亏损（附注3.1(b)） | 1,844 | 8,484 | 9,412 | 1,882 | 5,547 | | 按权益法核算的联营公司净亏损份额（附注18） | 722 | 987 | 1,441 | 248 | 1,961 |

– I-92 –

附录一

会计师报告

| | 截至12月31日止年度 | | | 截至3月31日止三个月 | | |---|---|---|---|---|---| | | 2021年 人民币千元 | 2022年 人民币千元 | 2023年 人民币千元 | 2023年 人民币千元（未经审核） | 2024年 人民币千元（未经审核） | | 营运资金变动： | | | | | | | 存货增加 | (3,220) | (69,600) | (16,839) | (41,096) | (11,666) | | 贸易及票据应收款（增加）/减少 | (15,915) | (84,244) | (49,130) | (7,101) | 15,530 | | 预付款项、存款及其他资产（增加）/减少 | (77,175) | (60,906) | 39,190 | 30,021 | (38,062) | | 合同负债增加 | 251 | 5,408 | 1,819 | 110 | 1,980 | | 贸易应付款项增加/（减少） | 1,515 | 56,824 | (1,822) | (1,218) | (15,715) | | 其他应付款项及应计费用增加/（减少） | 48,619 | 27,148 | 99,978 | (19,570) | 47,144 | | **经营活动所用净现金** | **(639,315)** | **(754,669)** | **(1,057,825)** | **(270,539)** | **(281,923)** |

(b) 非现金投资及融资活动

| | 截至12月31日止年度 | | | 截至3月31日止三个月 | | |---|---|---|---|---|---| | | 2021年 人民币千元 | 2022年 人民币千元 | 2023年 人民币千元 | 2023年 人民币千元（未经审核） | 2024年 人民币千元（未经审核） | | 取得使用权资产（附注16） | 9,928 | 36,414 | 40,535 | – | 9,411 | | 2020年可转换票据转换（附注28(c)） | – | 101,287 | 47,403 | – | – | | 无形资产购买应付款项（附注30） | – | – | 38,104 | – | – | | 物业、厂房及设备购买预付款项 | – | – | – | 20,491 | – | | 物业、厂房及设备购买应付款项（附注30） | – | – | – | – | 6,407 | | 美国政府豁免借款及利息（附注9(b)） | 6,999 | – | – | – | – |

– I-93 –

附录一

(c) 净债务

会计师报告

| | 截至12月31日止 | | | 截至2024年3月31日 | |---|---|---|---|---| | | 2021年 人民币千元 | 2022年 人民币千元 | 2023年 人民币千元 | 人民币千元 | | 现金及现金等价物 | 1,553,419 | 982,229 | 1,298,412 | 1,053,511 | | 以公允价值计量且其变动计入损益的金融资产（附注21） | – | 706,462 | 28,989 | 29,144 | | 向投资者发行的金融工具（附注28） | (5,249,949) | (8,386,402) | (12,589,493) | (10,977,065) | | 租赁负债（附注16） | (11,576) | (34,635) | (52,448) | (54,671) | | 借款（附注27） | (26,290) | (12,581) | – | (67,861) | | **净债务** | **(3,734,396)** | **(6,744,927)** | **(11,314,540)** | **(10,016,942)** |

(d)

| | 向投资者发行的金融工具（附注28） 人民币千元 | 租赁负债（附注16） 人民币千元 | 借款（附注27） 人民币千元 | 合计 人民币千元 | |---|---|---|---|---| | 于2021年1月1日 | 1,590,929 | 6,992 | 41,224 | 1,639,145 | | 现金流量 | 2,097,834 | (5,740) | (9,806) | 2,082,288 | | 新增租赁 | – | 9,928 | – | 9,928 | | 公允价值变动 | 1,642,905 | – | – | 1,642,905 | | 利息支出 | – | 515 | 1,871 | 2,386 | | 美国政府豁免借款 | – | – | (6,999) | (6,999) | | 外汇 | (81,719) | (119) | – | (81,838) | | **于2021年12月31日** | **5,249,949** | **11,576** | **26,290** | **5,287,815** |

As at January 1, 2022 Cash flows New leases Fair value changes Interest expenses Foreign exchange

5,249,949 860,049 – 1,724,176 – 552,228

11,576 (15,258) 36,414 – 1,479 424

26,290 (14,898) – – 1,189 –

5,287,815 829,893 36,414 1,724,176 2,668 552,652

As at December 31, 2022

8,386,402

34,635

12,581

8,433,618

As at January 1, 2023 Cash flows New leases Fair value changes Interest expenses Lease disposal Termination of commitment Foreign exchange

8,386,402 835,721 – 3,215,862 – – (31,020) 182,528

34,635 (18,132) 40,535 – 1,817 (6,534) – 127

12,581 (12,892) – – 311 – – –

8,433,618 804,697 40,535 3,215,862 2,128 (6,534) (31,020) 182,655

As at December 31, 2023

12,589,493

52,448

–

12,641,941

Reconciliation of liabilities from financing activities

– I-94 –

APPENDIX I

33

ACCOUNTANT'S REPORT | | Financial instruments issued to investors (Note 28) RMB'000 | Lease liabilities (Note 16) RMB'000 | Borrowings (Note 27) RMB'000 | Total RMB'000 | |---|---|---|---|---| (Unaudited) As at January 1, 2023 Cash flows Fair value changes Interest expenses Foreign exchange

8,386,402 – 784,238 – (108,172)

34,635 (3,942) – 469 (41)

12,581 (3,598) – 177 –

8,433,618 (7,540) 784,238 646 (108,213)

As at March 31, 2023

9,062,468

31,121

9,160

9,102,749

As at January 1, 2024 Cash flows New leases Fair value changes Interest expenses Foreign exchange

12,589,493 – – (1,638,747) – 26,319

52,448 (7,845) 9,411 – 713 (56)

– 67,795 – – 66 –

12,641,941 59,950 9,411 (1,638,747) 779 26,263

As at March 31, 2024

10,977,065

54,671

67,861

11,099,597

COMMITMENTS The Group did not have any material commitments as at March 31, 2024.

34

RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, control the other party or exercise significant influence over the other party in making financial and operation decisions. Parties are also considered to be related if they are subject to common control. Members of key management and their close family member of the Group are also considered as related parties.

The following significant transactions were carried out between the Group and its related party during the periods presented. In the opinion of the directors of the Company, the related party transactions were carried out in the normal course of business and at terms negotiated between the Group and the respective related parties.

(a)

Name and relationship of related parties

| Name of related parties | Relationship with the Group | |---|---| | Mairun Intelligent Technology (Shanghai) Co., Ltd. | Associate | | Guoqi Pujin Intelligent Technology (Anqing) Co., Ltd. | Associate | | Lingtong Technology (Shanghai) Co., Ltd. | Associate |

– I-95 –

APPENDIX I (b)

ACCOUNTANT'S REPORT

Transactions with related parties (i)

Revenue from a related party (Trade nature)

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | | (Unaudited) | | Autonomous Driving Products and Solutions - Guoqi | – | – | 119 | – | – |

(ii)

Research and development expenses from a related party (Non-trade nature)

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | | (Unaudited) | | Design and development expenses – Lingtong | – | – | 6,000 | – | 583 |

(c)

Year end balances with related parties (i)

Amounts due from a related party (Non-trade nature)

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Interest free loan due from Mairun | 5,900 | – | – | – |

(ii)

Amounts due to a related party (Non-trade nature)

| | As at December 31, | | | As at March 31, 2024 RMB'000 | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | | | Other payables and accruals for technical services provided by Lingtong | – | – | 3,000 | 3,583 |

– I-96 –

APPENDIX I (d)

ACCOUNTANT'S REPORT

Key management personnel compensation

| | Year ended December 31, | | | Three months ended March 31, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | | | | | | (Unaudited) | | Wages, salaries and bonuses | 7,395 | 6,550 | 7,748 | 1,459 | 1,493 | | Share-based compensation expenses | 70,377 | 142,290 | 188,007 | 37,113 | 56,877 | | Pension obligations, housing funds, medical insurances and other social insurances | 465 | 501 | 673 | 167 | 183 | | | 78,237 | 149,341 | 196,428 | 38,739 | 58,553 |

35

CONTINGENT LIABILITIES

The Group did not have any material contingent liabilities as at December 31, 2021, 2022 and 2023 and March 31, 2024.

36

DIVIDEND

No dividend has been paid or declared by the Company or subsidiaries of the Company during the Track Record Period and up to date of this report.

37

SUBSEQUENT EVENTS

Save as disclosed in Note 27(c), Note 27(d) and Note 28(a) under section "Subsequent amendments to the key terms of the Preferred Shares", there were no other significant events that might adversely affect the Group after March 31, 2024 and up to the date of this report.

III. SUBSEQUENT FINANCIAL STATEMENTS No audited financial statements have been prepared for the Company or any of the companies now comprising the Group in respect of any period subsequent to March 31, 2024 and up to the date of this report.

– I-97 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The information set out in this Appendix does not form part of the Accountant's Report from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, the reporting accountant of the Company, as set out in Appendix I in this Prospectus, and is included herein for illustrative purposes only.

The unaudited pro forma financial information should be read in conjunction with the section headed "Financial Information" in this Prospectus and the Accountant's Report set out in Appendix I to this Prospectus.

A.

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS

PricewaterhouseCoopers

[PricewaterhouseCoopers letterhead]

To the Directors of Horizon Robotics, Inc.

INTRODUCTION

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Horizon Robotics, Inc. (the "Company") and its subsidiaries (together, the "Group") by the directors of the Company. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted net tangible assets of the Group attributable to the owners of the Company as at March 31, 2024 and related notes (the "Unaudited Pro Forma Financial Information") as set out on pages II-1 to II-2 of the Prospectus issued by the Company dated [●] (the "Prospectus"). The applicable criteria on the basis of which the directors of the Company have compiled the Unaudited Pro Forma Financial Information are described on pages II-1 to II-2.

The Unaudited Pro Forma Financial Information has been compiled by the directors of the Company to illustrate the impact of the global offering of shares of the Company (the "Global Offering") on the Group's financial position as at March 31, 2024 as if the Global Offering had taken place on March 31, 2024. As part of this process, information about the Group's financial position has been extracted by the directors of the Company from the Group's financial statements for the period ended March 31, 2024, on which an auditor's report has been published.

以下是根据香港上市规则第4.29条编制的本集团未经审核备考经调整净有形资产综合报表，仅供说明之用，列示于下文以说明全球发售对截至2024年3月31日本公司拥有人应占本集团净有形资产的影响，犹如全球发售已于2024年3月31日完成。

本未经审核备考经调整净有形资产综合报表仅供说明之用，由于其假设性质，可能无法真实反映截至2024年3月31日或全球发售完成后任何未来日期本公司拥有人应占本集团综合净有形资产状况。

| | 截至2024年3月31日本公司拥有人应占本集团经审核综合净有形负债（注1）人民币千元 | 全球发售估计所得款项净额（注3）人民币千元 | 全球发售完成时优先股由负债转换为权益的估计影响（注2）人民币千元 | 截至2024年3月31日本公司拥有人应占本集团未经审核备考经调整综合净有形资产（注4）人民币千元 | 未经审核备考经调整每股净有形资产（注5）人民币　　港元 | |---|---|---|---|---|---| | 以每股发售价港币28.0元为基准 | (9,864,892) | 898,670 | 10,977,065 | 2,010,843 | 3.53　　3.87 | | 以每股发售价港币30.3元为基准 | (9,864,892) | 974,190 | 10,977,065 | 2,086,363 | 3.67　　4.02 |

— II-1 —

附录二

未经审核备考财务资料

注：

(1) 截至2024年3月31日本公司拥有人应占本集团经审核综合净有形负债乃摘录自本招股章程附录一所载会计师报告，其依据为截至2024年3月31日本公司拥有人应占本集团经审核综合净负债人民币9,798,095,000元，并经截至2024年3月31日无形资产人民币66,797,000元调整。

(2) 全球发售完成后，所有优先股将自动转换为本公司股份。该等优先股于转换时将由负债重新划分为权益。因此，就未经审核备考财务资料而言，本公司拥有人应占未经审核备考经调整综合净有形资产将增加约人民币10,977,065,000元，即截至2024年3月31日优先股的账面值。

(3) 全球发售估计所得款项净额乃以每股发售价港币28.0元及港币30.3元（分别为指示性发售价范围的低端及高端）为基准，扣除承销费及其他相关开支（不包括截至2024年3月31日已于本集团综合全面（亏损）╱收益表中入账的约人民币36,504,000元上市开支）后计算，且并未计入因行使发售规模调整选项或超额配股权或根据股份计划可能进一步发行的任何股份，以及公司可能根据本招股章程「股本」一节所述授予董事的一般授权发行或回购的任何股份。

(4) 未经审核备考每股净有形资产乃经上文注(2)及(3)所述调整后，并以569,169,253股已发行股份为基准计算，该数字假设(a)全球发售已于2024年3月31日完成；(b)所有优先股已于全球发售完成后即时按一对一基准转换为股份，并已考虑根据股东于2024年7月26日通过的书面决议案对优先股主要条款的其后修订；及(c)并未计入因行使发售规模调整选项或超额配股权或根据股份计划可能进一步发行的任何股份，以及公司可能根据本招股章程「股本」一节所述授予董事的一般授权发行或回购的任何股份。

(5) 就本未经审核备考经调整净有形资产而言，以人民币列示的金额按人民币0.9133兑港币1.00的汇率换算为港币。不就人民币金额已按该汇率、可按该汇率或可能按该汇率换算为港币（或反之亦然）作出任何陈述。

(6) 除上文所披露者及股东于2024年7月26日通过的书面决议案对优先股主要条款的其后修订外，概无就反映2024年3月31日后本集团所订立的任何交易结果或其他交易作出任何调整。

— II-2 —

附录二 B.

未经审核备考财务资料

核数师就未经审核备考财务资料所作报告

以下为普华永道会计师事务所（香港注册会计师）就纳入本招股章程之目的而出具的报告全文。

INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION To the Directors of Black Sesame International Holding Limited. We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Black Sesame International Holding Limited (the "Company") and its subsidiaries (collectively the "Group") by the directors of the Company (the "Directors") for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group as at March 31, 2024 and related notes (the "Unaudited Pro Forma Financial Information") as set out on pages II-1 to II-2 of the Company's prospectus dated July 31, 2024, in connection with the proposed initial public offering of the shares of the Company (the "Prospectus"). The applicable criteria on the basis of which the Directors have compiled the Unaudited Pro Forma Financial Information are described on pages II-1 to II-2 of the Prospectus. The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the proposed initial public offering on the Group's financial position as at March 31, 2024 as if the proposed initial public offering had taken place at March 31, 2024. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's financial information for the three months ended March 31, 2024, on which an accountant's report has been published.

Directors' Responsibility for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7, Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").

– II-3 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Our Independence and Quality Management

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Management ("HKSQM") 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the HKICPA, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant's Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information. The purpose of unaudited pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the proposed initial public offering at March 31, 2024 would have been as presented.

– II-4 –

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

附录三

公司章程及开曼群岛公司法概要

公司章程概要

1 备忘录

公司备忘录于2024年7月26日有条件获得通过，其中（除其他事项外）载明公司成员的责任为有限责任，公司设立的目的不受限制，公司具有完全权力及权限开展开曼群岛公司法或其他开曼群岛法律所不禁止的任何活动。

备忘录已在联交所及公司网站上展示，详见附录五"可供查阅文件"一节所述。

2 公司章程细则

公司章程细则于2024年7月26日有条件获得通过，并包含以下效力的条款：

2.1 董事

(a) 配发及发行股份的权力

在遵守备忘录条款（及公司在股东大会上可能发出的任何指示）的情况下，且在不损害附于任何现有股份上的任何权利的前提下，董事可按其认为适当的条件，向该等人士配发、发行、授予购股权或以其他方式处置股份，不论该等股份是否附有优先、延期或其他权利或限制，无论是就股息或其他分配、投票、归还资本或其他方面而言。

(b) 处置公司或任何附属公司资产的权力

在遵守公司法、备忘录及章程细则以及特别决议所发出的任何指示的情况下，公司业务由董事管理，董事可行使公司的一切权力。备忘录及章程细则的任何修改以及任何该等指示，均不得使董事在此前所采取的行动失效，而该等行动在上述修改未作出或该等指示未发出的情况下本属有效。

(c) 因离职而获得的补偿或款项

章程细则中没有关于向董事就其离职支付补偿或款项的条款。

– III-1 –

附录三

公司章程及开曼群岛公司法概要

(d) 向董事提供贷款

章程细则中没有关于向董事提供贷款的条款。

(e) 购买股份的财务资助

章程细则中没有关于公司向购买公司或其附属公司股份提供财务资助的条款。

(f) 披露与公司或其任何附属公司订立合同的利益

任何人不得因担任董事或候补董事一职而丧失担任该职位的资格，亦不得因该职位而被阻止以卖方、买方或其他身份与公司订立合同；任何该等合同，或由公司或代表公司订立的任何合同或交易（其中任何董事或候补董事以任何方式拥有利益），均不得或不得因此而被撤销，亦不得令任何订立该等合同或拥有该等利益的董事或候补董事须就其凭借担任该职位或由此建立的信托关系所实现或产生的任何利润向公司作出交代；但任何董事或候补董事在任何该等合同或交易中的利益性质须由其在审议前或审议时予以披露，并就此进行表决。

董事不得就董事或其任何紧密联系人在其中拥有重大利益的任何合同、安排或其他建议的董事会决议行使投票权（亦不得计入该决议的法定人数），如其投票，其票数不予计算（亦不得计入该决议的法定人数），但上述禁止不适用于以下任何事项，即：

(i) 向该董事或其任何紧密联系人就其应公司或其任何附属公司的要求或为其利益而借出的款项或承担或承诺的义务给予任何担保或弥偿；

(ii) 就公司或其任何附属公司的债务或义务向第三方提供任何担保或保证，而该董事或其任何紧密联系人已就该等债务或义务独自或与他人共同承担全部或部分责任（无论是通过保证、弥偿还是提供抵押的方式）；

– III-2 –

附录三

公司章程及开曼群岛公司法摘要

(iii) 任何有关公司或公司可能促进或有利益关系的其他公司发行或出售股份、债券或其他证券的建议，而该董事或其任何紧密联系人已参与或将参与该发行的承销或分承销；

(iv) 任何有关公司或其任何附属公司雇员福利的建议或安排，包括：

(A) 采纳、修改或执行任何雇员股份计划或任何股份激励计划或股份期权计划，而该董事或其任何紧密联系人可从中获益；或

(B) 采纳、修改或执行与该董事、其紧密联系人及公司或其任何附属公司雇员相关的退休基金或退休、死亡或残疾福利计划，且该计划就任何董事或其任何紧密联系人而言并未给予一般不授予该计划或基金所涉及类别人士的特权或优势；及

(v) 该董事或其任何紧密联系人仅凭其在公司股份、债券或其他证券中的权益，而以与公司其他股份、债券或其他证券持有人相同方式具有利益关系的任何合同或安排。

(g) 薪酬

董事（如有）所获支付的薪酬，应为董事所厘定的薪酬。董事亦有权就其出席董事会议或董事委员会会议、公司股东大会、公司任何类别股份或债券持有人的独立会议，或就公司业务或履行董事职责而妥善产生的一切旅游、酒店及其他开支获得报销，或就该等开支收取董事所厘定的固定津贴，或部分采用前述某一方式而另一部分采用另一方式。

董事可就任何董事超出其作为董事的日常例行工作（按董事意见）而提供的任何服务批准额外薪酬。任何亦担任公司法律顾问、律师或事务律师或以其他专业身份为公司提供服务的董事所获支付的费用，应在其作为董事的薪酬之外另行支付。

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(h) 公司章程及开曼群岛公司法摘要

退任、委任及免任

公司可通过普通决议委任任何人担任董事，以填补空缺或作为额外董事。

公司可通过普通决议在任何董事任期届满前将其免任（包括董事总经理或其他执行董事），尽管公司章程细则或公司与该董事之间的任何协议另有规定，并可通过普通决议选任另一人接替其职位。上述规定不得被视为剥夺被免任董事就其董事委任终止或因其董事委任终止而导致任何其他委任或职位终止所应获得的补偿或损害赔偿。

董事可委任任何人担任董事，以填补空缺或作为额外董事，但该委任不得导致董事人数超过公司章程细则所订定或按照公司章程细则所订定的最高董事人数。如此获委任的任何董事仅任职至该董事获委任后公司举行的首次股东周年大会，并可于该会议上获提名重选。

董事并无持股资格规定，亦无指定年龄限制。

如出现以下情况，董事的职位须予悬空：

(i) 该董事以书面通知公司辞任董事职位；

(ii) 该董事（为免生疑问，即未委派代表或由其委任的替任董事代表出席）在未获董事特别批准缺席的情况下连续缺席12个月，且董事会通过决议认定其因缺席而已离任；

(iii) 该董事去世、破产或与其债权人整体达成任何安排或和解；

(iv) 该董事被认定或变为精神失常；或

(v) 该董事接获不少于当时在任董事人数三分之二（如非整数，则取最接近的较低整数）的董事（包括该董事）签署的书面通知而被免除职务。

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公司章程及开曼群岛公司法摘要

APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

在公司每届年度股东大会上，当时在任的董事中三分之一，或若其人数不是三的倍数，则最接近但不少于三分之一的人数，须按轮值方式卸任，但每位董事（包括获委任担任特定任期的董事）须至少每三年按轮值方式退休一次。卸任董事须在其卸任的会议结束前继续留任，并有资格在该会议上寻求重选。公司在任何有董事卸任的年度股东大会上，可选出相同人数的人士担任董事，以填补空缺。

(i) 借贷权力

董事可行使公司的一切借款权力，并可就公司的业务、财产及资产（现有及将来的）及未缴股本或其任何部分设定抵押或押记，以及发行债权证、债券股票、抵押债券、债券及其他此类证券，不论是直接发行还是作为公司或任何第三方的任何债务、债项或义务的担保。

2.2 修改组织章程文件

除非经特别决议，否则不得对公司备忘录或章程细则作出任何更改或修订。

2.3 现有股份或各类别股份权利的变更

若公司股本在任何时候划分为不同类别的股份，任何已发行类别股份所附带的全部或任何权利（除非该类别股份的发行条款另有规定），无论公司是否正在清盘，均只可在该类别已发行股份表决权不少于四分之三的持有人书面同意下，或在该类别股份持有人的单独会议上以不少于四分之三的投票票数通过的决议批准下，方可予以变更。对于任何此类会议，章程细则中有关股东大会的所有条文须经必要的相应修改后适用，惟所需法定人数须为一名或以上持有或由代表（委任代理人或经正式授权的代表）持有该类别已发行股份表决权至少三分之一的人士。

任何类别股份持有人所享有的权利，除非该类别股份所附带的权利或发行条款另有明文规定，否则不得因另行创设或发行与之同等地位的股份而被视为受到变更。

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SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

2.4 股本变更

公司可藉普通决议：

(a) 按普通决议规定的金额增加其股本，并附有公司在股东大会上厘定的权利、优先权及特权；

(b) 将其全部或任何股本整合及分拆为面值较现有股份为大的股份。在将已全数缴足的股份整合并分拆为面值较大的股份时，董事可按其认为适当的方式解决任何可能出现的困难，尤其（但不限于）可在须予整合的股份持有人之间，确定哪些特定股份须整合为每一整合股份；若任何人因此而有权获得整合股份或多股整合股份的零碎股份，该等零碎股份可由董事为此目的委任的人士出售，该获委任人士可将该等已售股份转让予购买人，且该等转让的有效性不受质疑，出售所得款项净额（扣除出售费用后）可按其权利及权益比例分配予原本有权获得整合股份零碎部分的人士，或可拨付予公司以供公司使用；

(c) 藉分拆现有股份或其中任何股份，将其全部或任何部分股本划分为面值较公司备忘录所订定为小的股份，或划分为无面值股份；及

(d) 注销在普通决议通过之日任何人尚未认购或同意认购的任何股份，并以已注销股份的金额减少其股本。

公司可藉特别决议，在符合《公司法》条文的规定下，减少其股本或任何资本赎回储备基金。

2.5 特别决议——所需大多数

「特别决议」在章程细则中的定义与《公司法》中的含义相同，为此目的，所需的大多数须为公司具投票权并实际投票的成员（就法团而言，由其正式授权代表出席，或在获准委任代理人的情况下由代理人出席）在股东大会上所投票数的不少于四分之三，而该大会须就拟以特别决议提呈的决议案的意向发出通知——

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

依法送达，包括由公司全体有权在股东大会上投票的成员以书面形式批准的特别决议，该书面文件由一名或多名此类成员签署，可由一份或多份文件构成，该特别决议的生效日期为该文件或最后一份文件（如有多份）的执行日期。

相比之下，《公司章程》中对"普通决议"的定义为：由公司有权投票的成员以简单多数票通过的决议，该等成员可亲自出席投票，或在成员为公司法人的情况下，由其正式授权的代表出席投票，或在允许委托代理的情况下，由代理人在依照《公司章程》召开的股东大会上投票，亦包括由上述全体公司成员以书面形式批准的普通决议。

2.6 投票权

在不违反任何股份所附带的权利或限制的前提下，在任何股东大会上，公司每位亲自出席（或在成员为公司法人的情况下，由其正式授权代表出席）或由代理人出席的成员均有权：(a) 发言；(b) 在举手表决时拥有一票；以及 (c) 在投票表决时就其持有的每一股份拥有一票。

如任何成员根据《上市规则》须就任何特定决议回避投票，或仅限于投票赞成或反对任何特定决议，则该等成员或代表其投出的任何违反上述要求或限制的票数将不予计算。

就联名持有人而言，资历最高的联名持有人（无论亲自出席或由代理人出席，或在为公司法人或其他非自然人的情况下，由其正式授权代表或代理人出席）所投的票将被接受，其他联名持有人的票数不予计算，资历高低依据持有人姓名在公司股东名册中的排列顺序而定。

精神失常的成员，或已被任何具有精神病司法管辖权的法院就其发出命令的成员，可由该法院为其指定的委员会、接管人、财产监管人或其他人代为投票，无论是举手表决或投票表决，上述委员会、接管人、财产监管人或其他人亦可委任代理人投票。

任何人如未在相关会议的记录日期登记为股东，或其就股份所欠的一切催缴款项或其他款项尚未缴清，则其不得被计入法定人数，亦无权在任何股东大会上投票。

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

在任何股东大会上，提交表决的决议应以投票方式表决，但会议主席可允许纯粹涉及《上市规则》规定的程序性或行政性事项的决议以举手方式表决。

作为公司成员的任何公司法人或其他非自然人，可依据其组织章程文件，或在无相关规定的情况下，依据其董事或其他管理机构的决议，授权其认为合适的人员作为其代表出席公司或任何类别股东的任何会议，经如此授权的人员有权行使该公司法人作为个人成员所能行使的相同权力。

如某认可结算所（或其代名人）为公司成员，其可授权其认为合适的一人或多人作为其代表出席公司或公司任何类别股东的任何股东大会，但如授权超过一人，则授权书须列明每位获授权人就何种数量及类别的股份获得授权。依据本条款获得授权的人员，有权代表其所代表的认可结算所（或其代名人）行使与该认可结算所（或其代名人）以个人成员身份持有授权书所述数量及类别股份时所能行使的相同权利及权力，包括发言权以及在允许举手表决时就举手表决个别投票的权利。

2.7 周年股东大会及特别股东大会

公司须于每个财政年度结束后六个月内（或《上市规则》或联交所可能允许的其他期限内），就该财政年度召开一次股东大会作为周年股东大会。周年股东大会须在召集该会议的通告中注明其性质。

董事可召开股东大会，且须在收到成员申请后立即着手召集公司特别股东大会。成员申请须由一名或多名成员提出，该等成员于提交申请书之日持有的已发行股份所附带的投票权（按每股一票计算）不少于10%，且该等股份于该日期须享有在公司股东大会上投票的权利。成员申请书须说明拟列入会议议程的事项及决议，并须由申请人签署，存放于公司在香港的主要营业地点，或如公司不再设有此类主要营业地点，则存放于公司注册办事处，申请书可由多份格式相同、各由一名或多名申请人签署的文件组成。如于存放成员申请书之日起并无董事，或董事未能于存放成员申请书之日起21天内适时着手召集将于其后21天内举行的股东大会，则

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

requisitionists, or any of them representing more than one-half of the total voting rights of all the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said 21 day period. A general meeting convened by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

2.8 Accounts and audit

The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members of the Company not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Act or authorised by the Directors or by the Company in general meeting.

The Directors shall cause to be prepared and to be laid before the Company at every annual general meeting a profit and loss account for the period since the preceding account, together with a balance sheet as at the date to which the profit and loss account is made up, a Directors' report with respect to the profit or loss of the Company for the period covered by the profit and loss account and the state of the Company's affairs as at the end of such period, an auditors' report on such accounts and such other reports and accounts as may be required by law.

2.9 Auditors

The Company shall at every annual general meeting by ordinary resolution appoint an auditor or auditors of the Company who shall hold office until the next annual general meeting. The Company may by ordinary resolution remove an auditor before the expiration of his period of office. No person may be appointed as an auditor of the Company unless such person is independent of the Company. The remuneration of the auditors shall be fixed by the Company at the annual general meeting at which they are appointed by ordinary resolution, or in the manner specified in such resolution.

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

2.10 Notice of meetings and business to be conducted thereat

An annual general meeting shall be called by not less than 21 days' notice and any extraordinary general meeting shall be called by not less than 14 days' notice, which shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place, the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the meeting. Notwithstanding the foregoing, a general meeting of the Company shall, whether or not the notice specified has been given and whether or not the provisions of the Articles of Association regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all members of the Company entitled to attend and vote at the meeting; and

(b) in the case of an extraordinary general meeting, by a majority in number of the members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the shares giving that right.

If, after the notice of a general meeting has been sent but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time and place specified in the notice calling such meeting, they may change or postpone the meeting to another date, time and place.

The Directors also have the power to provide in every notice calling a general meeting that in the event of a gale warning or a black rainstorm warning is in force at any time on the day of the general meeting (unless such warning is cancelled at least a minimum period of time prior to the general meeting as the Directors may specify in the relevant notice), the meeting shall be postponed without further notice to be reconvened on a later date.

Where a general meeting is postponed:

(a) the Company shall endeavour to cause a notice of such postponement, which shall set out the reason for the postponement in accordance with the Listing Rules, to be placed on the Company's website and published on the Stock Exchange's website as soon as practicable, provided that failure to place or publish such notice shall not affect the automatic postponement of a general meeting due to a gale warning or black rainstorm warning being in force on the day of the general meeting;

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

(b)

APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

the Directors shall fix the date, time and place for the reconvened meeting and at least seven clear days' notice shall be given for the reconvened meeting; and such notice shall specify the date, time and place at which the postponed meeting will be reconvened and the date and time by which proxies shall be submitted in order to be valid at such reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting unless revoked or replaced by a new proxy); and

(c)

only the business set out in the notice of the original meeting shall be transacted at the reconvened meeting, and notice given for the reconvened meeting does not need to specify the business to be transacted at the reconvened meeting, nor shall any accompanying documents be required to be recirculated. Where any new business is to be transacted at such reconvened meeting, the Company shall give a fresh notice for such reconvened meeting in accordance with the Articles of Association.

2.11 股份转让

股份转让可通过书面转让文件进行，该文件应采用联交所规定的标准转让表格，或董事批准的其他表格。转让文件应由转让人或其代表签署，除非董事另有决定，亦应由受让人签署。在受让人姓名登记于公司股东名册之前，转让人视为仍持有该股份。

董事可拒绝登记任何未足额缴付股款或公司对其享有留置权的股份之转让。董事亦可拒绝登记任何股份转让，除非满足以下条件：

(a)

转让文件连同相关股份证书（该证书于转让登记后予以注销）及董事合理要求用以证明转让人转让权利的其他证明文件，一并提交公司；

(b)

转让文件仅涉及一类股份；

(c)

转让文件已妥善加贴印花（在须加贴印花的情况下）；

(d)

如属转让予联名持有人，受让联名持有人人数不超过四人；

(e)

相关股份不受公司任何留置权约束；及

– III-11 –

APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

(f)

已就该转让向公司缴付不超过联交所不时厘定的最高金额（或董事不时规定的较低金额）的费用。

如董事拒绝登记任何股份转让，须于拒绝后两个月内通知转让人及受让人。

在公司股东名册关闭期间，股份转让登记暂停办理。董事可在联交所网站刊登广告提前至少十个营业日发出通知（或在供股情况下提前至少六个营业日），或在符合《上市规则》的前提下，以公司章程细则所载明的电子方式或在报章刊登广告的方式，于董事不时厘定的时间及期间关闭股东名册，但股东名册每年关闭时间不得超过三十日（或公司股东以普通决议案厘定的较长期间，但该期间每年不得超过六十日）。

2.12 公司购回本身股份的权力

在符合《公司法》规定的前提下，公司可购回本身股份，但须满足以下条件：(a) 购回方式须事先获公司股东以普通决议案授权；及 (b) 任何购回须按照联交所或香港证券及期货事务监察委员会不时颁布的相关守则、规则或规例进行。

2.13 公司附属公司持有股份的权力

公司章程细则中并无关于附属公司持有公司股份的条款。

2.14 股息及其他分派方式

在符合《公司法》及公司章程细则的前提下，公司可藉普通决议案决议就已发行股份派付股息及其他分派，并授权从公司合法可供分派的资金中支付股息或其他分派，惟股息金额不得超过董事建议的金额。股息或其他分派只可从公司已变现或未拨用溢利、股份溢价账户中支付，或在法律许可的其他情况下支付。

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

附录三

公司章程及开曼群岛公司法概要

董事可不时向公司成员派付董事认为公司利润所合理支持的中期股息。董事另可不时就股份宣派及派付特别股息，金额及日期由董事酌情决定。

除附于任何股份的权利另有规定外，所有股息及其他分派须按成员在派付股息的期间或其中任何部分所持股份的实缴金额支付。为此目的，在催缴款项之前就股份预缴的任何款项不得视为就该股份已缴付的款项。

董事可从应付予公司任何成员的任何股息或其他分派中扣除该成员当时因催缴款项或其他原因而欠付公司的所有款项（如有）。董事可保留应付予公司持有留置权的股份的任何股息或其他款项，并可将其用于或用以清偿留置权所涉及的债务、负债或承担。

股息不得就公司计收利息。除附于任何股份的权利另有规定外，股息及其他分派可以任何货币支付。

每当董事或公司股东大会议决就公司股本派付或宣派股息时，董事可进一步议决：(a) 以全部或部分拨配视为已全额缴清的股份方式支付该股息，拨配的股份与受让人已持有的股份属同一类别，但有权获得股息的公司成员将有权选择以现金代替该拨配收取该股息（或其中部分）；或 (b) 有权获得该股息的公司成员将有权选择以拨配视为已全额缴清的股份代替全部或董事认为适合的部分股息，拨配的股份与受让人已持有的股份属同一类别。公司可根据董事的建议，以普通决议就公司任何一次特定股息作出决议，尽管有上述规定，股息可完全以拨配视为已全额缴清的股份方式支付，而无需向公司成员提供选择以现金代替该拨配收取该股息的权利。

就股份应付的任何现金股息、利息或其他款项，可通过电汇支付予持有人，或以支票或汇票经邮寄方式寄往持有人的注册地址，若为联名持有人，则寄往在公司成员登记册上排名首位的持有人的注册地址，或寄往持有人或联名持有人书面指定的人士及地址。每张该等支票或汇票均须注明以收款人为受益人。两名或以上联名持有人中的任何一人均可就其作为联名持有人所持股份应付的任何股息、其他分派、红利或其他款项出具有效收据。

— III-13 —

任何股息或其他分派在该股息或分派到期应付之日起六年后仍未被领取的，该股息或分派即告没收并归还本公司。

董事经本公司股东以普通决议批准，可决议以分派特定资产的方式全部或部分支付任何股息或其他分派，尤其（但不限于）以分派任何其他公司的股份、债券或证券，或以上述任何一种或多种方式进行分派。若在该等分派方面出现任何困难，董事可按其认为合适的方式加以解决，尤其可忽略零星权益、将其向上或向下取整，或规定该等权益归本公司所有；并可就该等特定资产或其任何部分厘定分派价值，及可决定按所厘定的价值向本公司任何股东支付现金，以调整所有股东的权利；并可按董事认为合适的方式将该等特定资产交由受托人托管。

**2.15 代表委任**

本公司有权出席股东大会并投票的股东，有权委任另一名自然人作为其代表，代其出席股东大会并投票，如此获委任的代表与该股东同等享有在会议上发言的权利。投票可以亲自或通过委任代表的方式进行。代表无需为本公司股东。股东可委任任意数目的代表代其出席任何一次股东大会或任何一次类别股东大会。

委任代表的文件须以书面形式作出，并须由委任人或其经书面正式授权的代理人签署；若委任人为法团或其他非自然人，则须由其正式授权的代表签署。

董事须在召开任何会议或续会的通知中，或在本公司发出的代表委任书中，说明提交委任代表文件的方式（包括电子方式）、提交地点及时间（该时间不得迟于与该委任代表相关的会议或续会预定开始的时间）。

委任代表的文件可采用任何通用或惯常格式（或董事批准的其他格式），并可明确为针对特定会议或其任何续会，或在撤销前持续有效。

—第III-14页—

**附录三**

**本公司组织章程及开曼群岛公司法概要**

**2.16 催缴股款及没收股份**

在任何股份的配发及发行条款规限下，董事可就股东尚未缴付的股款（无论是就面值或溢价而言）向本公司股东发出催缴通知，每名本公司股东须（在收到至少14个清晰天前指定付款时间的通知后）于所指定的时间或各时间向本公司缴付就其股份所催缴的款额。催缴通知可由董事决定全部或部分撤销或推迟。催缴款项可分期缴付。被催缴股款的人须就向其发出的催缴通知负责，即使其后已转让须缴付股款的相关股份，亦不影响其该等责任。

催缴通知须被视为在董事通过授权催缴的决议时发出。股份的联名持有人须就该股份应缴付的全部催缴款项及分期款项承担连带及各别责任。

若催缴款项到期应缴后仍未缴付，则欠款人须就未缴款项自到期应缴之日至实际缴付之日按董事厘定的利率支付利息（以及本公司因该未付款项而招致的一切费用），但董事可全部或部分豁免支付该利息或费用。

若任何催缴款项或分期款项到期应缴后仍未缴付，董事可向欠款人发出不少于14个清晰天的通知，要求缴付未缴款项连同可能已累积的利息及本公司因该未付款项而招致的费用。通知须指明付款地点，并须声明若不遵从通知，则就该催缴通知所涉及的股份将可能被没收。

若上述通知未获遵从，则在通知所要求的款项缴付前，与该通知相关的任何股份均可由董事以决议予以没收。该等没收包括就被没收股份应付而在没收前尚未支付的全部股息、其他分派或其他款项。

被没收股份可按董事认为合适的条款及方式出售、重新分配或以其他方式处置。

其股份遭没收的人，就被没收股份而言，须停止成为本公司股东，并须向本公司缴交被没收股份的股票以供注销，同时仍须向本公司缴付于没收之日其就相关股份所欠本公司的全部款项连同董事厘定利率的利息，但若本公司收到其就该等股份所欠全部款项的付款后，该人的法律责任即告终止。

—第III-15页—

**附录三**

**本公司组织章程及开曼群岛公司法概要**

2.17 股东名册的查阅

本公司须根据《公司法》维持或促使维持本公司的股东名册。董事可在联交所网站刊登广告，或在符合《上市规则》的情况下，以本公司组织章程细则所载明的电子方式发出通知，或在报章刊登广告，提前10个营业日（供股情况下为6个营业日）发出通知，于董事认为适当的时间及期间关闭股东名册，该关闭可适用于全部股份或任何类别股份，但股东名册在任何一年内关闭的时间不得超过30天（或本公司股东以普通决议案确定的较长期间，但该期间在任何一年内不得延长至超过60天）。

除股东名册关闭期间外，股东名册须在办公时间内向本公司任何股东开放查阅，且不收取任何费用。

2.18 会议及独立类别会议的法定人数

除非达到法定人数，否则任何股东大会不得处理任何业务。本公司两名亲自出席或由代表出席的股东，或如属法团或其他非自然人则由其获正式授权的代表或代表出席，即构成法定人数，但如本公司只有一名有权在该股东大会上投票的股东，则法定人数为该名亲自出席或由代表出席的股东，或如属法团或其他非自然人则由其获正式授权的代表或代表出席。

本公司独立类别股份持有人举行独立股东大会的法定人数见上文第2.3段所述。

2.19 少数股东在欺诈或压迫方面的权利

组织章程细则中并无有关少数股东在欺诈或压迫方面权利的条款。

2.20 清盘程序

根据《公司法》，本公司可通过特别决议案决定自愿将本公司清盘。

— III-16 —

附录三

本公司组织章程及开曼群岛公司法概要

在符合任何股份所附带权利的前提下，在清盘时：

(a)

若可供分配予本公司股东的资产不足以偿还本公司全部已缴足股本，则该等资产的分配方式须使本公司股东尽可能按其于清盘开始时所持股份已缴付或应已缴付的股本比例承担亏损；

(b)

若可供分配予本公司股东的资产足以偿还本公司于清盘开始时的全部已缴足股本有余，则剩余部分须按本公司股东于清盘开始时所持股份已缴付股本的比例分配予本公司股东。

如本公司进行清盘，清算人可在获得本公司特别决议案及《公司法》规定的任何其他批准后，将本公司全部或部分资产（无论该等资产是否属于同类财产）以实物方式分配予本公司股东，并可为此目的对任何资产进行估值，并厘定如何在本公司股东或不同类别股东之间进行分配。清算人亦可在获得上述批准后，将全部或部分该等资产以信托方式归属于受托人，以使本公司股东获益，惟不得强迫任何本公司股东接受附有任何法律责任的任何资产、股份或其他证券。

2.21 下落不明的股东

如符合以下条件，本公司有权出售本公司任何股东的股份，或任何人因死亡、破产或法律实施而有权获得的股份：(a) 就该等股份持有人应以现金收取的款项所开具的支票或凭单，数量不少于三张，且在12年期间内均未经兑现；(b) 本公司在该段期间内或在下文(d)项所述的三个月期限届满前，未收到任何有关该股东下落或其是否仍然存在的任何迹象；(c) 在该12年期间内，涉案股份至少有三次股息已到期应付，且在该期间内没有任何股息被该股东领取；及(d) 于该12年期间届满后，本公司已在报章刊登广告，或在符合《上市规则》的情况下，以本公司组织章程细则所载明的电子方式发出电子通讯，通知其出售该等股份的意向，且自该广告刊登后已过三个月，并已就该意向通知联交所。任何该等出售的净收益归属于本公司，本公司收到该净收益后，须就等同于该净收益金额的款项对前任股东负债。

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本公司组织章程及开曼群岛公司法概要

开曼群岛公司法及税务概要

1　简介

The Companies Act is derived, to a large extent, from the older Companies Acts of England, although there are significant differences between the Companies Act and the current Companies Act of England. Set out below is a summary of certain provisions of the Companies Act, although this does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of corporate law and taxation which may differ from equivalent provisions in jurisdictions with which interested parties may be more familiar. 2

Incorporation

The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 15 July 2016 under the Companies Act. As such, its operations must be conducted mainly outside the Cayman Islands. The Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the size of its authorised share capital. 3

Share Capital

The Companies Act permits a company to issue ordinary shares, preference shares, redeemable shares or any combination thereof.

The Companies Act provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premia on those shares shall be transferred to an account called the "share premium account". At the option of a company, these provisions may not apply to premia on shares of that company allotted pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any other company and issued at a premium. The Companies Act provides that the share premium account may be applied by a company, subject to the provisions, if any, of its memorandum and articles of association, in such manner as the company may from time to time determine including, but without limitation:

(a) paying distributions or dividends to members;

(b) paying up unissued shares of the company to be issued to members as fully paid bonus shares;

(c) in the redemption and repurchase of shares (subject to the provisions of section 37 of the Companies Act);

(d) writing-off the preliminary expenses of the company;

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APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

(e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; and

(f) providing for the premium payable on redemption or purchase of any shares or debentures of the company.

No distribution or dividend may be paid to members out of the share premium account unless immediately following the date on which the distribution or dividend is proposed to be paid the company will be able to pay its debts as they fall due in the ordinary course of business.

The Companies Act provides that, subject to confirmation by the Grand Court of the Cayman Islands, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, by special resolution reduce its share capital in any way.

Subject to the detailed provisions of the Companies Act, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or a shareholder. In addition, such a company may, if authorised to do so by its articles of association, purchase its own shares, including any redeemable shares. The manner of such a purchase must be authorised either by the articles of association or by an ordinary resolution of the company. The articles of association may provide that the manner of purchase may be determined by the directors of the company. At no time may a company redeem or purchase its shares unless they are fully paid. A company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any member of the company holding shares. A payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business.

There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a company for the purchase of, or subscription for, its own or its holding company's shares. Accordingly, a company may provide financial assistance if the directors of the company consider, in discharging their duties of care and to act in good faith, for a proper purpose and in the interests of the company, that such assistance can properly be given. Such assistance should be on an arm's-length basis. 4

Dividends and Distributions

With the exception of section 34 of the Companies Act, there are no statutory provisions relating to the payment of dividends. Based upon English case law which is likely to be persuasive in the Cayman Islands in this area, dividends may be paid only out of profits. In addition, section 34 of the Companies Act permits, subject to a solvency test and the provisions, if any, of the company's memorandum and articles of association, the payment of dividends and distributions out of the share premium account (see paragraph 3 above for details).

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APPENDIX III

5

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

Shareholders' Suits

APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

开曼群岛法院可以预期将遵循英国判例法先例。Foss v. Harbottle案中的规则（及其例外情形，该等例外允许少数股东对公司提起集体诉讼或以公司名义提起派生诉讼，以质疑(a)超越公司权限或违法的行为，(b)构成对少数股东欺诈且不法行为人本身控制公司的行为，以及(c)需要经特定（或特别）多数决议批准但未获该批准的行为）已被开曼群岛法院适用并遵循。

6

少数股东保护

对于股本分为股份的公司（银行除外），开曼群岛大法院可应持有公司已发行股份不少于五分之一的股东申请，委任检查员调查公司事务，并按大法院指示的方式就此作出报告。

公司任何股东均可向开曼群岛大法院提出申请，若法院认为对公司进行清算是公正和公平的，则可作出清算命令。

股东对公司的索赔，一般而言必须基于开曼群岛适用的合同或侵权一般法，或基于公司章程大纲及章程细则所确立的股东个人权利。

多数股东不得对少数股东实施欺诈的英国普通法规则已被开曼群岛法院适用并遵循。

7

资产处置

《公司法》对董事处置公司资产的权力不含任何具体限制。根据一般法律原则，董事在行使该等权力时，必须尽到谨慎义务，并须善意行事、为正当目的且为公司利益而行事。

8

会计及审计要求

《公司法》规定，公司须备置妥善的会计账簿，记录：

(a) 公司收取及支出的所有款项及相关事项；

(b) 公司所有商品的买卖；以及

(c) 公司的资产及负债。

若未备置能真实公允地反映公司事务状况并解释其交易所必需的账簿，则不得视为备置了妥善的会计账簿。

– III-20 –

APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

9

股东名册

豁免公司可依据其章程细则的规定，将其主要股东名册及任何分支名册保存于其董事不时认为合适的地点，无论该地点是否位于开曼群岛境内。《公司法》不要求豁免公司向开曼群岛公司注册处申报股东名册。因此，股东的姓名及地址并非公开记录，不供公众查阅。

10

查阅账簿及记录

根据《公司法》，公司股东不享有查阅或取得股东名册或公司记录副本的一般性权利。但股东可享有公司章程细则所订明的相关权利。

11

特别决议

《公司法》规定，决议须由有权出席并在股东大会上亲身投票或（在允许委任代理人的情况下）委派代理人投票的股东中，至少三分之二多数通过，方构成特别决议，但公司可在其章程细则中规定所需多数须高于三分之二，并可进一步规定，就须经特别决议批准的不同事项，所需多数（不得低于三分之二）可有所不同。若公司章程细则授权，由当时有权投票的全体股东签署的书面决议，可作为特别决议生效。

12

子公司持有母公司股份

《公司法》并不禁止开曼群岛公司收购及持有其母公司股份，惟须其经营目的允许如此。作出该等收购的子公司董事必须尽到谨慎义务，并须善意行事、为正当目的且为子公司利益而行事。

13

合并与合并重组

《公司法》允许开曼群岛公司之间，以及开曼群岛公司与非开曼群岛公司之间进行合并与合并重组。就此而言，(a)"合并"（merger）指两家或以上的组成公司合并，其业务、财产及负债归属于其中一家作为存续公司的组成公司；(b)"合并重组"（consolidation）指两家或以上的组成公司合并组成一家合并重组后的公司，其业务、财产及

– III-21 –

APPENDIX III

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

– III-22 –

附录三

公司章程及开曼群岛公司法概要

16 弥偿

开曼群岛法律对公司章程细则就弥偿董事及高级人员之条文的范围并无限制，惟开曼群岛法院裁定任何该等条文违反公共政策（例如，条文声称就犯罪后果提供弥偿）者除外。

17 重组

公司可就下列理由向开曼群岛大法院呈请委任重组人员：

(a) 公司现时或可能无力偿还债务；及

(b) 公司拟根据《公司法》、外国法律或以协议重组方式，向其债权人（或各类债权人）提出和解或安排。

大法院可在聆讯该等呈请后，发出委任重组人员的命令，并订明重组人员可获授予的权力及须履行的职能。在以下任何期间：(i) 于呈请委任重组人员后至发出委任重组人员命令前，及 (ii) 于发出委任重组人员命令后至该命令获解除前，除经法院批准外，不得对公司提起或展开任何诉讼、法律行动或其他程序（刑事程序除外），不得通过清盘公司的决议，亦不得对公司提出清盘呈请。然而，即使已呈请委任重组人员或已委任重组人员，对公司全部或部分资产拥有抵押权的债权人有权在无需获得法院批准及无需知会已获委任重组人员的情况下，执行其抵押权。

18 清盘

公司可由法院命令强制清盘，或可由成员以自愿方式清盘，即 (a) 若公司具偿债能力，则由成员通过特别决议，或 (b) 若公司不具偿债能力，则由成员通过普通决议。清盘人的职责为收集公司资产（包括缴款人（股东）应缴付的款项（如有）），厘定债权人名单并向其清偿公司负债（若资产不足以全额清偿负债，则按比例分配），以及厘定缴款人名单，并根据股份所附带的权利，将剩余资产（如有）在缴款人之间分配。

– III-23 –

附录三

公司章程及开曼群岛公司法概要

如收到一家公司就另一家公司股份提出的收购要约，且在要约提出后四个月内，不少于90%的要约股份持有人接受该要约，则收购方可在上述四个月届满后两个月内的任何时间，发出通知，要求异议股东按要约条款转让其股份。异议股东可在收到通知后一个月内向开曼群岛大法院申请，反对该转让。举证责任在于异议股东，须证明大法院应行使其酌情权，但除非有证据显示存在欺诈、恶意行为，或收购方与接受要约的股份持有人之间存在串谋，以不公平手段强迫少数股东出售股份，否则大法院不太可能行使该酌情权。

APPENDIX III

19

SUMMARY OF THE CONSTITUTION OF THE COMPANY AND CAYMAN ISLANDS COMPANY LAW

Stamp Duty on Transfers

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands.

20

Taxation

Pursuant to section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, the Company may obtain an undertaking from the Financial Secretary of the Cayman Islands: (a)

that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

(b)

in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: (i)

on or in respect of the shares, debentures or other obligations of the Company; or

(ii) by way of the withholding in whole or in part of any relevant payment as defined in section 6(3) of the Tax Concessions Act (As Revised).

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable to any payments made by or to the Company.

21

Exchange Control

There are no exchange control regulations or currency restrictions in the Cayman Islands.

22

General

Maples and Calder (Hong Kong) LLP, the Company's legal advisers on Cayman Islands law, have sent to the Company a letter of advice summarising aspects of Cayman Islands company law. This letter, together with a copy of the Companies Act, is on display on the websites as referred to in the section headed "Documents Delivered to the Registrar of Companies and Available on Display" in Appendix V. Any person wishing to have a detailed summary of Cayman Islands company law or advice on the differences between it and the laws of any jurisdiction with which he/she is more familiar is recommended to seek independent legal advice. – III-24 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

A.

FURTHER INFORMATION ABOUT OUR GROUP

1.

Incorporation

Our Company was incorporated in the Cayman Islands on July 15, 2016 as an exempted company with limited liability. Our registered office address is at the offices of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205 Cayman Islands. Accordingly, our Company's corporate structure and Memorandum and Articles of Association are subject to the relevant laws of the Cayman Islands. A summary of the relevant laws and regulations of the Cayman Islands and of the Memorandum and Articles of Association is set out in the section headed "Summary of the Constitution of the Company and Cayman Islands Company Law" in Appendix III to this Prospectus.

We have established our principal place of business in Hong Kong at Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, and registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on July 10, 2023 under the same address. Ms. Kwok Siu Ying Sarah (郭兆瑩) has been appointed as the authorized representative of our Company for the acceptance of service of process and notices on behalf of the Company in Hong Kong. The address for service of process is Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

As of the date of this Prospectus, our Company's head office was located at 32nd floor, Shenzhen State Investment Center, 1278 Heping Avenue, Qingshan District, Wuhan.

2.

Changes in Share Capital

On July 15, 2016, our Company was incorporated with an authorized share capital of US$50,000.00 divided into 500,000,000 shares of a par value of US$0.0001 each.

The following changes in the share capital of our Company took place during the two years immediately preceding the date of this Prospectus:

(a)

On June 28, 2023, the Company completed issuance of 1,648,482 Series B-4 Preferred Shares of par value US$0.0001 each to FulScience Automotive Electronics Co., Ltd. (富賽汽車電子有限公司).

– IV-1 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(b)

On June 28, 2023, the Company completed issuance of an aggregate of 5,422,993 Series B+ Preferred Shares of par value US$0.0001 each to the following shareholders:

| Shareholders | Date on which Series B+ Preferred Shares were Issued | Number of Series B+ Preferred Shares Issued | |---|---|---| | Xin Zhi Feng (Wuhan) Private Equity Partnership (LP) (信之風(武漢)股權投資基金合夥企業(有限合夥)) | June 28, 2023 | 4,171,533 | | Boyuan Black Seasome Holdings Limited | June 28, 2023 | 1,251,460 | | Total | | 5,422,993 |

(c)

On June 28, 2023, the Company completed issuance of an aggregate of 33,779,953 Series C+ Preferred Shares of par value US$0.0001 each to the following shareholders:

| Shareholders | Date on which Series C+ Preferred Shares were Issued | Number of Series C+ Preferred Shares Issued | |---|---|---| | Shanghai Jixin Enterprise Management Limited Partnership (上海極芯企業管理合夥企業(有限合夥)) | June 28, 2023 | 22,519,968 | | Shanghai Jisheng Enterprise Management Consulting Partnership (Limited Partnership) (上海霽盛企業管理諮詢合夥企業(有限合夥)) | June 28, 2023 | 4,503,994 | | Beijing Xingtou Youxuan Venture Capital Fund (Limited Partnership) (北京興投優選創業投資基金(有限合夥)) | June 28, 2023 | 4,503,994 | | Yangzi Xinhui Artificial Intelligence Investment Corporation (L.P.) (深圳揚子鑫慧人工智能投資企業(有限合夥)) | June 28, 2023 | 2,251,997 | | Total | | 33,779,953 |

For more details, please refer to the section headed "History and Corporate Structure". Save as disclosed above, there has been no alteration in the authorized or issued share capital of our Company during the two years immediately preceding the date of this Prospectus.

– IV-2 –

附录四 3.

法定及一般资料

我们附属公司股本的变化

A summary of the corporate information and the particulars of our principal subsidiaries are set out in note 14 to the Accountant's Report as set out in Appendix I to this Prospectus. The following sets out the changes in the share capital of our subsidiaries that made a material contribution to our results of operations during the two years immediately preceding the date of this Prospectus. For details of our major subsidiaries, see "History and Corporate Structure – Our Major Subsidiaries."

黑芝麻武汉

On September 20, 2022, the registered capital of Black Sesame Wuhan was increased from US$80,000,000 to US$150,000,000.

On May 23, 2023, the registered capital of Black Sesame Wuhan was increased from US$150,000,000 to US$200,000,000.

黑芝麻上海

On June 2, 2023, the registered capital of Black Sesame Shanghai was increased from US$60,000,000 to US$90,000,000.

黑芝麻重庆

On March 10, 2023, the registered capital of Black Sesame Chongqing was increased from RMB100,000,000 to RMB120,000,000.

黑芝麻深圳

On January 16, 2023, the registered capital of Black Sesame Shenzhen was increased from RMB50,000,000 to RMB120,000,000.

黑芝麻成都

On December 19, 2022, the registered capital of Black Sesame Chengdu was increased from RMB50,000,000 to RMB140,000,000.

黑芝麻新加坡

On February 29, 2024, the registered capital of Black Sesame Singapore was increased from SGD19,368,000 to SGD26,053,500.

Save as set out above, there has been no alteration in the registered capital of our subsidiaries during the two years immediately preceding the date of this Prospectus.

– IV-3 –

附录四 4.

法定及一般资料

本公司股东于2024年7月26日通过的决议

Resolutions were passed by our Shareholders on July 26, 2024, pursuant to which, among other things:

(1)

the Memorandum and Articles of Association were conditionally approved and adopted upon the completion of the Global Offering;

(2)

conditional on: (a) the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in this Prospectus; (b) the Offer Price being duly determined among our Company and the Joint Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters); and (c) the obligations of the Underwriters under the Underwriting Agreements becoming unconditional and not being terminated in accordance with the terms of the Underwriting Agreements or otherwise, in each case on or before the dates as may be specified in the Underwriting Agreements:

(a)

each of the issued and unissued Preferred Shares would be converted into one Share of a par value US$0.0001 each by re-designation and re-classification;

(b)

the Global Offering (including the Offer Size Adjustment Option and the Over-allotment Option) was approved, and the proposed allotment and issue of the Offer Shares under the Global Offering were approved, and the Directors were authorized to determine the Offer Price for, and to allot and issue the Offer Shares;

(c)

a general unconditional mandate was given to our Directors to exercise all powers of our Company to allot, issue and deal with Shares or securities convertible into Shares and to make or grant offers, agreements or options (including any warrants, bonds, notes and debentures conferring any rights to subscribe for or otherwise receive Shares) which might require Shares to be allotted and issued or dealt with subject to the requirement that the aggregate nominal value of the Shares so allotted and issued or agreed conditionally or unconditionally to be allotted and issued, otherwise than by way of the Global Offering, rights issue or pursuant to the exercise of any subscription rights attaching to any warrants which may be allotted and issued by the Company from time to time or, pursuant to the exercise of any options which may be granted under the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association on a specific authority granted by our Shareholders in general meeting, shall not exceed 20% of the aggregate nominal value of the Shares in issue immediately following the completion of the Global Offering, excluding any Shares to be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option;

– IV-4 –

附录四

法定及一般资料

(d)

a general unconditional mandate (the "Repurchase Mandate") was given to our Directors to exercise all powers of our Company to repurchase on the Stock Exchange or on any other stock exchange on which the securities of our Company may be listed and which is recognized by the SFC and the Stock Exchange for this purpose, such number of Shares as will represent up to 10% of the total number of Shares in issue immediately following the completion of the Global Offering, excluding any Shares to be sold, or issued and allotted pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option; and

(e)

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

回购授权通过在董事根据该一般授权可配发及发行或同意配发及发行的股份之总面值中增加一项代表本公司根据上文第(d)段所述购买股份授权而购回股份的总面值的金额予以扩展（最多占紧随全球发售完成后已发行股份总面值的10%，但不计任何根据行使发行规模调整权及超额配股权而出售或发行及配发的股份）。

上文第(c)、(d)及(e)分段所述的各项一般授权将于以下最早发生者时失效：

(i) 本公司下届股东周年大会结束时，除非在股东大会上以普通决议案续期，无论是无条件续期或附带条件续期；

(ii) 本公司下届股东周年大会须根据组织章程细则或任何其他适用法律举行的期限届满时；或

(iii) 股东在股东大会上以普通决议案修改或撤销该授权时。

5. 购回本身证券

以下段落载有（其中包括）联交所规定须载于本招股说明书内有关购回本身证券的若干资料。

– IV-5 –

附录四

法定及一般资料

(a) 上市规则的条文

上市规则允许在联交所作主要上市的公司在联交所购回其证券，惟须受某些限制约束，主要限制概述如下：

(i) 股东批准

在联交所作主要上市的公司拟购回证券（股份须为已缴足款项），必须事先经公司股东大会妥善召开及举行的普通决议案批准，可以一般授权方式或以特定批准特定交易的方式进行。

根据股东于2024年7月26日通过的决议案，回购授权已授予董事，授权其行使本公司的一切权力，在联交所或本公司证券可能上市且获证监会及联交所为此认可的任何其他证券交易所购回股份，购回数量不超过紧随全球发售完成后已发行股份总数的10%（不计任何根据行使发行规模调整权及超额配股权而出售或发行及配发的股份），该授权于以下最早发生者时届满：(i) 本公司下届股东周年大会结束时；(ii) 根据任何适用法律或组织章程细则须召开本公司下届股东周年大会的期限届满时；及(iii) 股东在股东大会上以普通决议案撤销或修改该授权时。

(ii) 资金来源

购回须以根据组织章程大纲及细则以及香港和开曼群岛适用法律可合法用于该用途的资金支付。上市公司不得以现金以外的代价在联交所购回其本身证券，或以不符合联交所不时颁布的交易规则的方式进行结算。根据开曼群岛法律，本公司购回任何股份的票面值可从本公司盈利、股份溢价，或从为回购目的而新发行股份的所得款项中拨付，或如组织章程细则授权且须符合开曼群岛《公司法》的规定，则从资本中拨付。购回价格超出所购回股份票面值的任何溢价，须从盈利或本公司股份溢价账户的结存款项中拨付，或如组织章程细则授权且须符合开曼群岛《公司法》的规定，则从资本中拨付。

– IV-6 –

附录四

法定及一般资料

Repurchases may only be funded out of our Company's available cash flow or working capital facilities and in accordance with the applicable laws of the Cayman Islands and Hong Kong. In the event that the repurchases were to be funded by external borrowings, our Company would need to ensure that sufficient funds are available to repay those borrowings.

(iii) 交易限制 上市公司在联交所可购回的股份总数最多为已发行股份总数的10%。公司在购回后紧接的30天内不得发行新证券或宣布拟发行新证券（购回前已存在的认股权证、股份期权或类似工具的行使除外），除非事先获得联交所批准。此外，若购买价格比联交所前五个交易日收市价平均价高出5%或以上，上市公司不得在联交所购回其股份。

《上市规则》亦禁止上市公司在联交所购回证券，若该购回会导致公众人士持有的上市证券数量低于联交所规定的最低百分比。公司须确保其委托进行证券购回的经纪商向联交所披露联交所可能要求的有关代表公司进行购回的资料。

(iv) 已购回股份的状态 上市公司购回的所有证券（无论在联交所或其他方式购回）的上市地位于购回时自动取消，该等证券的证书须予以注销及销毁。根据开曼群岛法律，除非本公司董事在购回前决议将购回的股份作为库存股持有，否则本公司购回的股份须视为已注销，本公司已发行股本金额须相应减少该等股份的名义或面值总额。然而，根据开曼群岛法律，购回股份不会被视为减少法定股本金额。

– IV-7 –

附录四　　法定及一般资料

(v) 暂停购回

上市公司在获悉内幕消息后，在该消息公开前，不得进行任何证券购回。特别是，在紧接以下较早者之前一个月期间内：(a) 董事会批准上市公司任何年度、半年度、季度或其他中期业绩（无论是否根据《上市规则》的规定）的会议日期（该日期须按照《上市规则》的规定首次通知联交所），以及(b) 根据《上市规则》刊发上市公司任何年度或半年度业绩公告，或季度或其他中期业绩公告（无论是否根据《上市规则》的规定）的最后期限，直至业绩公告日期止，上市公司除在特殊情况下，不得在联交所购回其股份。此外，如上市公司违反《上市规则》，联交所可禁止其在联交所进行证券购回。

(vi) 申报规定

在联交所或以其他方式购回证券的若干资料须于翌个营业日上午交易时段开始或任何开市前时段（以较早者为准）前不少于30分钟向联交所申报。此外，上市公司的年报须披露年内证券购回详情，包括每月购回证券数量分析、每股购买价或所有该等购回的最高及最低价（如适用），以及已付总价。

(vii) 核心关连人士

《上市规则》禁止公司在明知的情况下在联交所向「核心关连人士」（即公司或其任何附属公司的董事、行政总裁或主要股东，或其任何紧密联系人（定义见《上市规则》））购买证券，而核心关连人士亦不得在明知的情况下在联交所向公司出售其证券。

(b) 购回原因

本公司董事认为，由股东授予董事一般授权以使本公司可在市场购回股份，符合本公司及股东的最大利益。视乎届时的市场状况及资金安排，该等购回可提升每股资产净值及╱或每股盈利，且仅在董事认为该等购回将使本公司及股东受益时方会进行。

– IV-8 –

附录四　　法定及一般资料

(c) 购回资金

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

根据公司章程细则及开曼群岛适用法律，回购股份必须使用合法可用于该目的的资金。本公司董事不得在联交所以现金以外的代价回购股份，或以不符合联交所交易规则的方式进行结算。在遵守上述规定的前提下，本公司董事可动用本公司的利润、或以为回购目的而发行新股所得款项、或动用本公司股份溢价账户贷方结余进行回购，或在公司章程细则授权且须遵守《开曼群岛公司法》的情况下，动用资本进行回购；就回购须支付的任何溢价，可动用本公司利润或本公司股份溢价账户贷方结余，或在公司章程细则授权且须遵守《开曼群岛公司法》的情况下，动用资本支付。

然而，本公司董事无意将一般性授权行使至在当时情况下对本公司营运资金需求或其借贷水平产生重大不利影响的程度——而本公司董事认为，上述营运资金需求及借贷水平在不同时期对本公司均属适宜。

(d) 一般事项

在全球发售完成后即时发行的569,169,253股股份的基础上（假设(i)发售规模调整权及超额配股权均未获行使，(ii)所有优先股于全球发售完成后即时按一比一的比例转换为股份，及(iii)不计及根据股份计划可能进一步发行的任何股份），若购回授权获全面行使，本公司于以下最早日期之前的期间内可回购最多约56,916,925股股份：

• 本公司下届股东周年大会结束之时，除非获股东大会以普通决议案（无条件或附有条件）续期；

• 根据公司章程细则或任何其他适用法律须举行本公司下届股东周年大会的期限届满之时；或

• 获股东大会以普通决议案更改或撤销之时。

本公司各董事及（在作出一切合理查询后）据其所知其任何紧密联系人均无意向本公司出售任何股份。

— IV-9 —

附录四

法定及一般资料

本公司董事已向联交所承诺，在适用的情况下，将按照《上市规则》及开曼群岛适用法律行使购回授权。

若因回购股份而导致某股东于本公司投票权中所占的比例增加，该增加将被视为《收购守则》所指的收购行为。因此，某股东或一组一致行动的股东可能取得或巩固对本公司的控制权，并须根据《收购守则》第26条作出强制性收购要约。除上述情况外，本公司董事并不知悉根据购回授权进行任何回购将会在《收购守则》下引起的任何后果。

若回购股份导致公众持有的股份数目减少至当时已发行股份总数的25%以下，则有关回购只有在联交所同意豁免上述有关公众持股量的《上市规则》规定的情况下方可进行。相信在一般情况下，除非属例外情况，否则通常不会获豁免上述规定。本公司董事目前无意将购回授权行使至在当时情况下导致公众持股量不符合《上市规则》规定的程度。

本公司概无核心关连人士通知本公司其有意向本公司出售股份，或承诺在行使购回授权时不会出售股份。

B. 有关本公司业务的进一步资料

1. 重大合约摘要

以下合约（并非于日常业务过程中订立的合约）已由本集团成员于本招股说明书日期前两年内订立，且属于或可能属于重大合约：

(1) 于2024年7月26日订立的基础投资协议，订约方为本公司、Gardex Development Limited、中国国际金融香港证券有限公司及华泰金融控股（香港）有限公司，据此Gardex Development Limited同意按发售价认购本公司若干数目的股份，认购总金额为人民币5,000万元（包括就该等股份应付的经纪佣金、证监会交易征费、会计及财务汇报局交易征费及联交所交易费）；

(2) 于2024年7月29日订立的基础投资协议，订约方为本公司、均胜电子美国有限责任公司（Joyson Electronic USA LLC）、中国国际金融香港证券有限公司及华泰金融控股（香港）有限公司，据此均胜电子美国有限责任公司同意按发售价认购本公司若干数目的股份，认购总金额为300万美元（不包括就该等股份应付的经纪佣金、证监会交易征费、会计及财务汇报局交易征费及联交所交易费）；及

(3) 香港包销协议。

2. 知识产权

As of the Latest Practicable Date, we have registered or have applied for the registration of the following intellectual property rights which are material in relation to our business.

(a) Trademarks

As of the Latest Practicable Date, we had registered the following trademarks which we consider to be or may be material to our business:

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|-----------------|-----------|----------------------|-------------------|-------------------|-------------| | 1. | [Trademark] | Black Sesame Wuhan | 7, 9, 12, 35, 38, 39 and 42 | PRC | 54299682 | May 28, 2022 | May 27, 2032 | | 2. | [Trademark] | Black Sesame Shanghai | 6, 7, 9, 10, 11, 12, 28, 35, 37, 39 | PRC | 47602037 | March 21, 2021 | March 20, 2031 | | 3. | [Trademark] | Black Sesame Shanghai | 6, 7, 9, 10, 11, 12, 28, 37 and 39 | PRC | 47602041 | March 14, 2021 | March 13, 2031 | | 4. | [Trademark] | Black Sesame Wuhan | 7 and 12 | PRC | 51108625 | October 14, 2021 | October 13, 2031 | | 5. | [Trademark] | Black Sesame Wuhan | 9 | PRC | 57211086 | February 21, 2022 | February 20, 2032 | | 6. | [Trademark] | Black Sesame Wuhan | 9 | PRC | 62875061 | November 28, 2022 | November 27, 2032 | | 7. | [Trademark] | Black Sesame Shanghai | 7, 9, 35, 38, 39, 41, 42 | PRC | 55658127, 55680083, 55662331, 55684063, 55667145, 55685941, 55650611 | November 14, 2021 | November 13, 2031 |

APPENDIX IV STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|-----------------|-----------|----------------------|-------------------|-------------------|-------------| | 8. | [Trademark] | Black Sesame Shanghai | 7, 9, 35, 38, 39, 41, 42 | PRC | 55676226, 55685244, 55646687, 55670160, 55673383, 55658163, 55677821 | November 14, 2021 | November 13, 2031 | | 9. | [Trademark] | Black Sesame Shanghai | 7, 9, 35, 38, 39, 41, 42 | PRC | 55664110, 55672804, 55646690, 55673277, 55656710, 55652566, 55647623 | November 14, 2021 | November 13, 2031 | | 10. | [Trademark] | Black Sesame Wuhan | 7, 9, 35, 37, 39 | PRC | 57200788, 57216357, 57199688, 57201150, 57193795 | January 21, 2022 / January 7, 2022 / November 14, 2021 / April 28, 2021 | January 20, 2032 / January 6, 2032 / November 13, 2031 / January 6, 2032 | | 11. | [Trademark] | Black Sesame Wuhan | 7, 9, 35, 37, 39 | PRC | 57194236, 57195605, 57199361, 57226865, 57202412 | November 14, 2021 / April 28, 2021 / November 14, 2021 | November 13, 2031 / January 6, 2032 / November 13, 2031 | | 12. | [Trademark] | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | PRC | 57222730, 57191294, 57196872, 57199705, 57196730, 57223173, 57197756, 57189671, 57217664 | March 14, 2022 / March 7, 2022 / December 28, 2021 | March 13, 2032 / March 6, 2032 / December 27, 2031 |

APPENDIX IV STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|-----------------|-----------|----------------------|-------------------|-------------------|-------------| | 13. | [Trademark] | Black Sesame Wuhan | 7, 7, 9, 12, 37, 39, 42 | PRC | 57200960A, 57200960, 62858533, 57192849, 57221238, 57191097, 57226529 | March 7, 2022 / June 14, 2022 / December 7, 2022 / November 7, 2022 / February 21, 2022 / December 28, 2021 / February 21, 2022 | March 6, 2032 / June 13, 2032 / December 6, 2032 / November 6, 2032 / February 20, 2032 / December 27, 2031 / February 20, 2032 | | 14. | [Trademark] | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 42 | PRC | 57198418, 57219650, 57196801, 57199336, 57215265, 57202735, 57226298, 57226512 | December 28, 2021 / February 28, 2022 / December 28, 2021 | December 27, 2031 / February 27, 2032 / December 27, 2031 | | 15. | [Trademark] | Black Sesame Wuhan | 7, 9, 12, 37, 38, 39, 41 | PRC | 57205319, 57223796, 57220038, 57209197, 57213243, 57209314, 57212487 | December 28, 2021 / February 21, 2022 / December 28, 2021 | December 27, 2031 / February 20, 2032 / December 27, 2031 |

APPENDIX IV STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|-----------------|-----------|----------------------|-------------------|-------------------|-------------| | 16. | [Trademark] | Black Sesame Wuhan | 7, 7, 9, 9, 12, 35, 37, 39, 42 | PRC | 57211191A, 57211191, 37478869, 62870287, 57220055, 57190980, 57203003, 57193752, 57225334 | March 7, 2022 / June 14, 2022 / February 21, 2020 / December 7, 2022 / November 7, 2022 / December 28, 2021 | March 6, 2032 / June 13, 2032 / February 20, 2030 / December 6, 2032 / November 6, 2032 / December 27, 2031 | | 17. | [Trademark] | Black Sesame Wuhan | 7, 7, 9, 12, 35, 37, 39, 42 | PRC | 57218078A, 57218078, 62850224, 57205851, 57196923, 57200505, 57222059, 57192269 | March 7, 2022 / June 14, 2022 / December 7, 2022 / November 7, 2022 / December 28, 2021 | March 6, 2032 / June 13, 2032 / December 6, 2032 / November 6, 2032 / December 27, 2031 | | 18. | [Trademark] | Black Sesame Wuhan | 9, 9 | PRC | 57211096, 62853566 | February 21, 2022 / December 7, 2022 | February 20, 2032 / December 6, 2032 | | 19. | [Trademark] | Black Sesame Wuhan | 9, 9 | PRC | 57189984, 62845654 | February 21, 2022 / November 28, 2022 | February 20, 2032 / November 27, 2032 | | 20. | [Trademark] | Black Sesame Wuhan | 9, 12, 42 | PRC | 58930792, 58937431, 58930829 | February 28, 2022 | February 27, 2032 | | 21. | [Trademark] | Black Sesame Wuhan | 9, 12, 42 | PRC | 58921917, 58919715, 58919710 | February 28, 2022 | February 27, 2032 | | 22. | [Trademark] | Black Sesame Wuhan | 9, 12, 42 | PRC | 58933833, 58925038, 58921337 | February 28, 2022 | February 27, 2032 | | 23. | [Trademark] | Black Sesame Wuhan | 9, 11, 42 | PRC | 58913564, 58932349, 58932346 | February 21, 2022 | February 20, 2032 |

APPENDIX IV STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|-----------------|-----------|----------------------|-------------------|-------------------|-------------| | 24. | [Trademark] | Black Sesame Wuhan | 9, 12, 42 | PRC | 58939029, 58937800, 58927708 | February 28, 2022 / February 21, 2022 / February 28, 2022 | February 27, 2032 / February 20, 2032 / February 27, 2032 | | 25. | [Trademark] | Black Sesame Chengdu | 9, 12, 42 | PRC | [numbers not specified] | June 14, 2022 / June 7, 2022 | June 13, 2032 / June 6, 2032 | | 26. | [Trademark] | Black Sesame Chengdu | 7, 9, 35, 38, 39, 41, 42 | PRC | [numbers not specified] | September 14, 2022 / November 21, 2022 / September 14, 2022 | September 13, 2032 / November 20, 2032 / September 13, 2032 | | 27. | [Trademark] | Black Sesame Chengdu | 7, 9, 35, 38, 39, 41, 42 | PRC | [numbers not specified] | September 14, 2022 / September 21, 2022 / September 14, 2022 / September 21, 2022 | September 13, 2032 / September 20, 2032 / September 13, 2032 / September 20, 2032 | | 28. | [Trademark] | Black Sesame Chengdu | 7, 9, 35, 38, 39 | PRC | [numbers not specified] | November 28, 2022 / November 14, 2022 | November 27, 2032 / November 13, 2032 |

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|------------------|-----------|-----------------------|-------------------|-------------------|-------------| | 31. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | PRC | 63171660 (and others listed below) | November 7, 2022 | November 6, 2032 |

Registration numbers for No. 31: 61306803 61301355 61314731 63123148 63135809 63121537 63131377 63135826 63121555 63126366 63154145 63165703 63156502 63165538 63151146 63161487 63177116 63130537 63133389 63134955 63134965 63127735 41: 63134984 42: 63129381

| 29. | Black Sesame | Black Sesame Wuhan | 41 | PRC | 63171660 | — | — | | 30. | Black Sesame | Black Sesame Wuhan | 7 | PRC | 63140759 | — | — |

– IV-15 –

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|------------------|-----------|-----------------------|-------------------|-------------------|-------------| | 31. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | PRC | 64775172, 64762164, 64778253, 64756270, 64764513, 64770593, 64758724, 64773257, 64756314 | November 7, 2022 | November 6, 2032 | | 32. | Black Sesame | Black Sesame Wuhan | 12 | PRC | 68002387 | May 28, 2023 | May 27, 2033 | | 33. | Black Sesame | Black Sesame Wuhan | 12 | PRC | 68006767 | May 28, 2023 | May 27, 2033 | | 34. | Black Sesame | Black Sesame Wuhan | 12 | PRC | 68016914 | June 7, 2023 | June 6, 2033 | | 35. | Black Sesame | Black Sesame Wuhan | 7 | PRC | 68785922 | August 14, 2023 | August 13, 2033 | | 36. | Black Sesame | Black Sesame Wuhan | 35 | PRC | 68794082 | November 14, 2023 | November 13, 2033 | | | | | 39 | PRC | 68792779 | July 28, 2023 | July 27, 2033 | | | | | 7 | PRC | 68801666 | July 28, 2023 | July 27, 2033 | | 37. | Black Sesame | Black Sesame Wuhan | 35 | PRC | 68800092 | September 7, 2023 | September 6, 2033 | | | | | 37 | PRC | 68791505 | August 7, 2023 | August 6, 2033 | | | | | 39 | PRC | 68786011 | July 28, 2023 | July 27, 2033 | | | | | 7 | PRC | 70337770 | October 14, 2023 | October 13, 2033 | | 38. | Black Sesame | Black Sesame US | 9 | PRC | 70328367 | October 7, 2023 | October 6, 2033 | | | | | 12 | PRC | 70328386 | September 28, 2023 | September 27, 2033 | | | | | 35 | PRC | 70328404 | October 14, 2023 | October 13, 2033 | | | | | 37 | PRC | 70344779 | — | — | | | | | 38 | PRC | 70342738 | — | — | | | | | 39 | PRC | 70344820 | — | — | | | | | 41 | PRC | 70344829 | — | — | | | | | 42 | PRC | 70355149 | — | — | | | | | 9 and 42 | United States | 6247064 | January 12, 2021 | January 12, 2031 |

– IV-16 –

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|------------------|-----------|-----------------------|-------------------|-------------------|-------------| | 39. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | Hong Kong | 306097753 | November 3, 2022 | November 2, 2032 | | 40. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | Hong Kong | 306097771 | November 3, 2022 | November 2, 2032 | | 41. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | Hong Kong | 306097780 | November 3, 2022 | November 2, 2032 | | 42. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | Hong Kong | 306097799 | November 3, 2022 | November 2, 2032 |

– IV-17 –

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Trademark | Registered owner | Class(es) | Place of registration | Registered number | Registration date | Expiry date | |-----|-----------|------------------|-----------|-----------------------|-------------------|-------------------|-------------| | 43. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | Hong Kong | 306097834 | November 3, 2022 | November 2, 2032 | | 44. | Black Sesame | Black Sesame Wuhan | 7, 9, 12, 35, 37, 38, 39, 41, 42 | Hong Kong | 306097843 | November 3, 2022 | November 2, 2032 |

**(b) Patents**

For details of our patents which we consider to be or may be material to our business, see "Business – Intellectual Property Rights".

**(c) Copyrights**

For details of our software copyrights which we consider to be or may be material to our business, see "Business – Intellectual Property Rights".

– IV-18 –

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

**3. Domain Names**

As of the Latest Practicable Date, we owned the following domain names which we consider to be or may be material to our business:

| No. | Domain name | Registered owner | Registration date | Expiry date | |-----|-------------|------------------|-------------------|-------------| | 1. | blacksesame.com.cn | Black Sesame Wuhan | September 23, 2016 | September 23, 2027 | | 2. | bstai.top | Black Sesame Shanghai | November 28, 2018 | November 28, 2025 | | 3. | bst-ai.com | Black Sesame Wuhan | August 11, 2022 | August 11, 2025 | | 4. | blacksesame.com | Black Sesame US | May 10, 2011 | May 10, 2026 | | 5. | blacksesametech.com | Black Sesame US | July 5, 2016 | July 5, 2025 | | 6. | blacksesametech.net | Black Sesame US | July 5, 2016 | July 5, 2025 | | 7. | blacksesametech.org | Black Sesame US | July 5, 2016 | July 5, 2025 | | 8. | blacksesametech.info | Black Sesame US | July 5, 2016 | July 5, 2025 | | 9. | bsti.co | Black Sesame US | July 24, 2017 | July 23, 2024 | | 10. | blacksesame.ai | Black Sesame US | May 11, 2019 | May 11, 2031 | | 11. | bst.ai | Black Sesame US | May 11, 2019 | May 11, 2031 | | 12. | bsti.ai | Black Sesame US | May 11, 2019 | May 11, 2031 | | 13. | marautec.ai | Black Sesame US | March 14, 2020 | March 14, 2032 |

Save as disclosed above, as of the Latest Practicable Date, there were no other trade or service marks, patents, intellectual or industrial property rights which were material in relation to our business.

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**C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL SHAREHOLDERS**

**1. Disclosure of Interests**

Save as disclosed below, immediately following completion of the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised), so far as our Directors are aware, none of the Directors or chief executive of the Company has any interests or short positions in the Shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered into the register referred to therein, or will be required, pursuant to the Model Code for Securities Transaction by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange once the Shares are listed thereon.

– IV-19 –

---

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

**(i) Interest in Shares of our Company**

| Name of Director | Nature of interest (1) | Number of securities immediately after the Global Offering | Approximate percentage of interest in our Company immediately after the Global Offering (11) | |------------------|------------------------|-----------------------------------------------------------|----------------------------------------------------------------------------------------------| | Mr. Shan | Beneficial interest (2) | 45,000,000 | 7.91% | | | Beneficial interest (3) | 44,100,000 | 7.75% | | | Others (4)(5)(6) | 79,276,415 | 13.93% | | Mr. Liu | Deemed interest (7) | 8,300,160 | 1.46% | | | Beneficial interest (8) | 9,891,667 | 1.74% | | Mr. Zeng Daibing | Interest in controlled corporations (9) | 14,700,000 | 2.58% | | | Beneficial interest (10) | 6,460,000 | 1.13% |

Notes: (1)

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(2)

截至最后实际可行日期，单先生已根据上市前股份计划获授认购合共45,000,000股股份的购股权。

(3)

单先生直接持有本公司44,100,000股股份。

(4)

根据单先生、刘先生、潘女士、王女士、熊成宇先生及顾群先生分别于2016年9月19日、2020年8月24日、2023年1月31日及2024年1月29日订立的各项投票信托协议（"投票信托协议"），单先生有权全权酌情行使Ruby Wealth、New Key Trade、潘女士、熊成宇先生、顾群先生及Marvel Stars所持全部股份附带的投票权。投票信托协议于全球发售完成后将继续有效。单先生为潘女士的配偶，因此亦被视为于潘女士持有的本公司8,300,160股股份中拥有权益。因此，单先生根据投票信托协议被视为于Ruby Wealth、New Key Trade、潘女士、熊成宇先生、顾群先生及Marvel Stars合共持有的32,400,000股股份中拥有权益（包括单先生作为潘女士配偶被视为拥有权益的潘女士持有的8,300,160股股份）。详情请参阅本招股说明书"历史及企业架构——我们的投票权架构"一节。

(5)

Excellent Ocean Trust为一项信托，由独立专业受托人管理根据上市前股份计划授予12名承授人的购股权。单先生有权全权酌情行使Excellent Ocean Trust所持全部股份附带的投票权。有关我们投票权架构的详情，请参阅"历史及企业架构——我们的投票权架构"。

(6)

单先生有权全权酌情行使本集团88名雇员持有的22,689,107股股份附带的投票权。有关我们投票权架构的详情，请参阅"历史及企业架构——我们的投票权架构"。

(7)

潘女士直接持有本公司8,300,160股股份。单先生与潘女士为夫妻关系。因此，单先生被视为于潘女士的权益中拥有权益。

(8)

截至最后实际可行日期，刘先生已根据上市前股份计划获授认购合共9,891,667股股份的购股权。

– IV-20 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(9)

Ruby Wealth及New Key Trade由刘先生控制。因此，刘先生被视为于透过Ruby Wealth及New Key Trade持有的14,700,000股股份中拥有权益。

(10)

截至最后实际可行日期，曾代冰先生已根据上市前股份计划获授认购合共6,460,000股股份的购股权。

(11)

上表按照全球发售完成后本公司将发行合共569,169,253股股份的基准计算（假设（i）发售规模调整权及超额配股权均未获行使，（ii）所有优先股于全球发售完成后即时按一比一的比例转换为股份，及（iii）不计及根据股份计划可能进一步发行的任何股份）。

主要股东

有关于全球发售完成后（假设发售规模调整权及超额配股权均未获行使）须根据《证券及期货条例》第XV部第2及第3分部的条文向本公司及联交所披露于本公司股份或相关股份中拥有权益或淡仓的人士的资料，请参阅本招股说明书"主要股东"一节。

除上文所披露者外，据本公司任何董事或主要行政人员所知，全球发售完成后，概无其他人士（本公司董事或主要行政人员除外）将于股份及相关股份中拥有须根据《证券及期货条例》第XV部第2及第3分部的条文向本公司及联交所披露的权益或淡仓，或（并非本集团成员）直接或间接于本集团任何成员公司任何类别股本（附有在所有情况下于股东大会上投票的权利）的面值的10%或以上拥有权益。

3.

董事服务合同及委任函 执行董事 本公司各执行董事已与本公司订立服务合同。根据该协议，彼等同意自本公司股份于联交所开始买卖之日起生效，担任执行董事，初始任期为三年。任何一方均有权给予不少于三个月的书面通知以终止该协议。本公司薪酬政策的详情载于本招股说明书"董事及高级管理层——本公司董事及高级管理层的薪酬"一节。

– IV-21 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Non-executive Directors Each of our non-executive Directors has entered into an appointment letter with our Company. Their appointment as a Director shall continue for a term of three years commencing from the date on which dealings in shares of the Company commence on the Stock Exchange. Either party may give to the other not less than three months' prior notice in writing to terminate the agreement. Under the appointment letter, the non-executive Directors are not entitled to receive annual salaries in their capacity as non-executive Director. Independent Non-executive Directors Each of our independent non-executive Directors has entered into an appointment letter with our Company. The initial term of their appointment shall be three years from the date of this Prospectus until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing. Save as disclosed above, none of our Directors has or will have a service contract with any member of our Group, other than contracts expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation). 4.

Directors' Remuneration

The remuneration of our Directors is paid in the form of fees, wages and salaries, discretionary bonuses, social security costs, housing benefits and employee welfare and share-based compensation. The aggregate amount of remuneration (including fees, wages and salaries, discretionary bonuses, social security costs, housing benefits and employee welfare and share-based compensation) of our Directors for the years ended December 31, 2021, 2022 and 2023 and the three months ended March 31, 2024 was RMB64.2 million, RMB124.0 million, RMB185.0 million and RMB55.6 million, respectively. Under the arrangement currently in force, the total remuneration (including fees, wages and salaries, discretionary bonuses, social security costs, housing benefits and employee welfare and share-based compensation) payable to our Directors for the year ending December 31, 2024 is estimated to be RMB160 million.

– IV-22 –

APPENDIX IV 5.

STATUTORY AND GENERAL INFORMATION

Disclaimers (a)

None of the Directors or the experts named in "– E. Other Information – 8. Qualifications and Consents of Experts" below has any direct or indirect interest in the promotion of, or in any assets which have been, within the two years immediately preceding the date of this Prospectus, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

(b)

No commissions, discounts, brokerages or other special terms have been granted in connection with the issue or sale of any Shares in or debentures of the Company within the two years ended on the date of this Prospectus.

(c)

None of the Directors is materially interested in any contract or arrangement subsisting at the date of this Prospectus which is significant in relation to the business of the Group taken as a whole.

D.

SHARE INCENTIVE SCHEMES

1.

Pre-IPO Share Plan

(a)

Summary

The following is a summary of the principal terms of the share plan of our Company as approved by the Board on September 7, 2016 and amended on December 31, 2021 and from time to time (the "Pre-IPO Share Plan"). The terms of the Pre-IPO Share Plan are not subject to the provisions of Chapter 17 of the Listing Rules as the Pre-IPO Share Plan will not involve the grant of options by our Company upon our Listing. Terms defined and used under this sub-section headed "Pre-IPO Share Plan" shall apply to this sub-section only. (b)

Purpose

The purpose of the Pre-IPO Share Plan is to offer persons selected by our Company an opportunity to acquire a proprietary interest in the success of our Company, or to increase such interest, by acquiring Shares. (c)

Administration

The Pre-IPO Share Plan may be administered by one or more committees of the Board of Directors (the "Committee"). Each Committee shall consist, as required by applicable law, of one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall administer the Pre-IPO Share Plan.

– IV-23 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Subject to the provisions of the Pre-IPO Share Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Pre-IPO Share Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all persons to whom the Board of Directors has offered the right to purchase Shares under the Pre-IPO Share Plan ("Purchasers", each a "Purchaser"), all persons who holds an option that qualifies as an incentive stock option ("ISO") as described in Section 422(b) of U.S. Internal Revenue Code of 1986, as amended ("Code") or an option that does not qualify as an incentive stock option as described in Code Section 422(b) or 423(b) ("Nonstatutory Option") granted under the Pre-IPO Share Plan and entitling the holder to purchase Shares ("Optionees", each an "Optionee") and all persons deriving their rights from a Purchaser or Optionee. (d)

Eligibility

Each grant of an Option under the Pre-IPO Share Plan shall be evidenced by an agreement between our Company and a person whom the Board of Directors has granted an Option under the Pre-IPO Share Plan ("Optionee") that contains the terms, conditions and restrictions pertaining to such Option ("Share Option Agreement").

Such grant of an Option under the Pre-IPO Share Plan shall be subject to all applicable terms and conditions of the Pre-IPO Share Plan and may be subject to any other terms and conditions which are not inconsistent with the Pre-IPO Share Plan and which the Board of Directors deems appropriate for inclusion in a Share Option Agreement. The provisions of the various Share Option Agreements entered into under the Pre-IPO Share Plan need not be identical.

(ii) Number of Shares

Each Share Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with the Pre-IPO Share Plan. The Share Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

(iii) Exercise Price

Each Share Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than the Fair Market Value of a Share on the Date of Grant (but in no event less than the par value per Share). The Exercise Price of a Nonstatutory Option shall not be less than the Fair Market Value of a Share on the Date of Grant, as reasonably determined by our Board of Directors (but in no event less than the par value per Share). Subject to the foregoing, the Exercise Price under any Option shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described below.

(iv) Exercisability and Term

Each Share Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable. The Share Option Agreement shall also specify the term of the Option; provided, however, that the term of an ISO shall in no event exceed ten years from the Date of Grant. A Share Option Agreement may provide for accelerated exercisability in the event of the Optionee's death, Disability (as defined in the Pre-IPO Share Plan) or Retirement (as defined in the Pre-IPO Share Plan) or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee's Service (as defined in the Pre-IPO Share Plan) or other events.

(v) Effect of Change in Control

The Board of Directors may determine, at the time of granting an Option or thereafter, that such Option shall become exercisable as to all or part of the Shares subject to such Option in the event that a Change in Control (as defined in the Pre-IPO Share Plan) occurs with respect to our Company.

(vi) Payment for Option Shares

The entire Exercise Price of Shares purchased upon exercise of an Option shall be payable in full, in cash or cash equivalent, at the time of such exercise; provided, however, that the Board of Directors may in its sole discretion elect to accept payment through any of the following forms: (a) an irrevocable commitment by a broker to pay over to our Company the requisite amount from a sale of the Shares subject to the Option; (b) the delivery of previously owned Shares; (c) a reduction in the amount of Shares otherwise issuable pursuant to such exercise; or (d) subject to applicable laws and regulations, a promissory note meeting the requirements specified in the Pre-IPO Share Plan.

– IV-26 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(h) Terms and Conditions of Restricted Share Units

(i) Restricted Share Unit Award Agreement

Each grant of Restricted Share Units under the Pre-IPO Share Plan shall be evidenced by an agreement between our Company and an Eligible Person (as defined in the Pre-IPO Share Plan) ("Recipient") that contains the terms, conditions and restrictions pertaining to such Restricted Share Units ("Restricted Share Unit Award Agreement").

Such grant of Restricted Share Units under the Pre-IPO Share Plan shall be subject to all applicable terms and conditions of the Pre-IPO Share Plan and may be subject to any other terms and conditions which are not inconsistent with the Pre-IPO Share Plan and which the Board of Directors deems appropriate for inclusion in a Restricted Share Unit Award Agreement. The provisions of the various Restricted Share Unit Award Agreements entered into under the Pre-IPO Share Plan need not be identical.

(ii) Payment for Awards

To the extent that an award is granted in the form of Restricted Share Units, no cash consideration shall be required of the Recipients.

(iii) Vesting Conditions

Each Restricted Share Unit Award Agreement shall specify the conditions under which the award of Restricted Share Units shall vest. Such vesting conditions may include, but not be limited to, (a) the Recipient's continued Service for a specified time period, or (b) the attainment of specific individual or corporate performance milestones or objectives, or (c) any combination of the conditions set forth in (a) and (b).

(iv) Voting and Dividend Rights

The holders of Restricted Share Units shall have no voting rights. Prior to settlement or forfeiture, any Restricted Share Unit awarded under the Pre-IPO Share Plan may, at the Board of Directors' discretion, carry the right to receive a dividend equivalent right, entitling the Recipient to receive an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to shareholders of record during the restriction period on a like number of Shares.

(v) Form and Time of Settlement of Restricted Share Units

Settlement of vested Restricted Share Units shall be made in the form of Shares. The Board of Directors shall specify, or permit the Recipient to elect, the conditions and dates upon which such Shares shall be issued, in accordance with the Pre-IPO Share Plan. On the settlement date, our Company shall issue to the Recipient one Share for each vested Restricted Share Unit. Settlement may occur or commence when the vesting conditions specified in the Restricted Share Unit Award Agreement have been satisfied or at a later time specified in the Restricted Share Unit Award Agreement.

– IV-27 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(vi) Modification or Assumption of Restricted Share Units

Within the limitations of the Pre-IPO Share Plan, the Board of Directors may modify or assume outstanding Restricted Share Units or may accept the cancellation of outstanding Restricted Share Units in consideration of a cash payment or the grant of comparable or different awards. The modification of a Restricted Share Unit shall not, without the consent of the Recipient, impair such Recipient's rights or obligations under such Restricted Share Unit.

(ii) the date 12 months after the Optionee's death, or such later date as the Board of Directors may determine.

All or part of the Optionee's Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators of the Optionee's estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee's death and the underlying Shares had vested before the Optionee's death. The balance of such Options shall lapse when the Optionee dies.

(ix) Modifications, Extensions and Renewals of Options

Subject to applicable laws and regulations, the Board of Directors may modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised) in return for the grant of new Options at the same or a different price, provided however that any modification which adversely affects the Optionee's rights under such Option shall require the written consent of the Optionee. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted under the Pre-IPO Share Plan.

(x) Restrictions on Transfer of Options

An Option shall be transferable by the Optionee only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution. An Option may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee's guardian or legal representative. No Option or interest in an Option may be transferred by the Optionee in violation of this provision, and any such purported transfer shall be void from the beginning (ab initio).

(c) Payment for Share Purchases

(i) General Rule

The entire Exercise Price of Shares issued under the Pre-IPO Share Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided in this section and subject to applicable laws and regulations.

(ii) Surrender of Stock

To the extent that a Share Option Agreement so provides and as permitted under applicable law, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to our Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Option is exercised.

(iii) Exercise/Sale

To the extent that a Share Option Agreement so provides and as permitted under applicable law, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by our Company) an irrevocable direction to a securities broker approved by our Company to sell all or part of the Shares being purchased under the Pre-IPO Share Plan and to deliver all or part of the sales proceeds to our Company.

(iv) Exercise/Pledge

To the extent that a Share Option Agreement so provides and as permitted under applicable law, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by our Company) an irrevocable direction to pledge Shares to a securities broker or lender approved by our Company, as security for a loan, and to deliver all or part of the loan proceeds to our Company.

(v) Promissory Note

To the extent that a Share Option Agreement so provides and as permitted under applicable law, all or any part of the Exercise Price and any withholding taxes may be paid by delivering (on a form prescribed by our Company) a full-recourse promissory note.

(vi) Other Forms of Payment

To the extent that a Share Option Agreement so provides and as permitted under applicable law, all or any part of the Exercise Price and any withholding taxes may be paid in any other form that is consistent with applicable laws, regulations and rules.

– IV-28 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(d) Vesting Conditions

(i) Number of Vesting Installments

Each Share Option Agreement shall specify the number of vesting installments applicable to the underlying Shares. The Board of Directors shall determine the vesting conditions of the Share Option Agreement at its sole discretion.

(ii) Vesting Conditions

Each Share Option Agreement shall specify the vesting conditions applicable to the underlying Shares, including whether vesting is contingent upon Service or the achievement of certain performance milestones. The Board of Directors shall determine the vesting conditions of the Share Option Agreement at its sole discretion.

(iii) Accelerated Vesting

If expressly provided in the Share Option Agreement, vesting of the underlying Shares may be accelerated. The Board of Directors shall determine the vesting acceleration provisions of the Share Option Agreement at its sole discretion.

(e) Adjustment of Shares

(i) General

In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (i) the number of Shares available for future grants under the Pre-IPO Share Plan, (ii) the number of Shares covered by each outstanding Option or (iii) the Exercise Price under each outstanding Option.

(ii) Dissolution or Liquidation

To the extent not previously exercised or settled, Options shall terminate immediately prior to the dissolution or liquidation of our Company.

(iii) Reorganizations

In the event that our Company is a party to a merger or other reorganization, outstanding Options shall be subject to the agreement of merger or reorganization. Such agreement shall provide for (i) the continuation of the outstanding Options by our Company, if our Company is a surviving corporation, (ii) the assumption of the outstanding Options by the surviving corporation or its parent or subsidiary, (iii) the substitution by the surviving corporation or its parent or subsidiary of its own options for the outstanding Options, (iv) full exercisability or vesting and accelerated expiration of the outstanding Options, or (v) settlement of the intrinsic value of the outstanding Options (whether or not then exercisable or vested) in cash, cash equivalents, or securities of the surviving corporation followed by cancellation of such Options.

– IV-29 –

(b) Payment may be made in the form of Shares already held by the Optionee for such duration as may be required to avoid adverse accounting consequences. The value of such Shares shall be determined, as of the date when taxes are required to be withheld or, if no taxes are required to be withheld, as of the date of exercise.

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(ii) the date 12 months after the Optionee's death, or such earlier or later date as the Board of Directors may determine (but in no event earlier than six months after the Optionee's death).

All or part of the Optionee's Options may be exercised at any time before the expiration of such Options by the executors or administrators of the Optionee's estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee's death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee's death (or vested as a result of the Optionee's death). The balance of such Options shall lapse when the Optionee dies.

(ix) 期权或股份在行权前的转让限制

期权持有人只能通过以下方式转让期权：(i) 受益人指定；(ii) 遗嘱；(iii) 继承法律及分配规定；或 (iv) 董事会事先批准，但须遵守上市前股份计划的相关规定。如适用的股票期权协议另有规定，非法定期权亦可通过赠予或家庭关系令的方式转让给期权持有人的家庭成员。激励型股票期权（ISO）在期权持有人有生之年只能由期权持有人本人或其监护人或法定代表人行使。此外，期权须遵守《交易法》第12h-1(f)(1)条规则的所有条件，直至本公司须遵守经修订的《1934年美国证券交易法》（"《交易法》"）第13条或第15(d)条的报告规定为止。上述条件包括但不限于《交易法》第12h-1(f)(1)(iv)及(v)条规则所规定的转让限制，该等限制适用于期权及行权前将于行权时发行的股份，自授予日起至以下较早日期止：(i) 本公司须遵守《交易法》第13条或第15(d)条报告规定之日；或 (ii) 本公司决定不再依赖《交易法》第12h-1(f)(1)条规则所提供豁免之日。在此期间，期权持有人不得就期权及行权前将于行权时发行的股份进行任何质押、抵押或其他转让，包括任何空头头寸、任何"认沽等价头寸"（如《交易法》第16a-1(h)条规则所定义）或任何"认购等价头寸"（如《交易法》第16a-1(b)条规则所定义）。

– IV-28 –

附录四　　法定及一般资料

(x) 无股东权利

期权持有人或其转让人就期权持有人的期权所涵盖的任何股份，在其按该期权条款提交行权通知书并支付行权价格而有权收取该等股份之前，不享有任何股东权利。

(xi) 期权的修改、延期及承接

在上市前股份计划的限制范围内，董事会可修改、延期或承接未行使期权，亦可接受取消未行使期权（无论由本公司或其他发行人授出），以换取就相同或不同数量股份按相同或不同行权价格（如适用）授出的新期权或不同类型奖励。尽管有上述规定，任何期权的修改均不得在未经期权持有人同意的情况下损害其权利或加重其在该期权项下的义务。

(xii) 公司取消特定期权的权利

尽管上市前股份计划或股票期权协议另有规定，本公司有权随时取消任何未按照美国证券法第701条规则合规授出的期权。在取消该期权之前，本公司须以书面形式向期权持有人发出不少于30天的通知。若本公司选择取消该期权，须向期权持有人交付总公平市值等于以下金额之差额的对价：(i) 取消时该期权所涵盖股份的公平市值，减去 (ii) 该期权的行权价格。对价可以现金或现金等价物、股份或两者组合的形式交付。若对价为负数，则可在无需交付任何对价的情况下取消该期权。

(h) 股份款项支付

(i) 一般规则

根据上市前股份计划发行股份的全部认购价或行权价，须于购买该等股份时以现金或现金等价物支付，但上市前股份计划另有规定的除外。

– IV-29 –

附录四　　法定及一般资料

此外，董事会可酌情允许通过以下任何方式付款：

(a) 股份可根据上市前股份计划以在授予前向本集团提供服务为对价授出，但任何股份不得以低于面值的价格发行，且面值须以现金支付予本公司。

(b)

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

购买价格或行权价格（视情况而定）的全部或部分款项，可通过全追索权本票支付。相关股份应作为支付本票本金及利息的担保质押。本票条款规定的应付利率不得低于为避免根据《税法》归入额外利息而规定的最低利率（如有）。在上述前提下，董事会（全权酌情决定）应规定本票的期限、利率、分期偿还要求（如有）及其他条款。

(c)

行权价格的全部或任何部分，可通过交出或证明已拥有期权持有人名下现有股份的方式支付。该等股份应以良好可转让状态交付本公司，并按行权之日的公平市场价值进行估值。

(d)

若股份已公开交易，行权价格及任何预扣税款的全部或部分，可通过向本公司认可的证券经纪人（以本公司规定的表格）发出不可撤销指令的方式支付，指示其出售股份并将全部或部分销售收益交付本公司。

期权可允许通过"净行权"安排行使，据此本公司将减少行权时发行的股份数量，减少数量为公平市场价值总额（由董事会于行权日确定）不超过行权价格总额，或不超过行权价格总额加上适用税法规定须预扣的最低金额全部或部分之和的最大整数股份数（本公司接受期权持有人以现金或现金等价物支付行权价格总额的任何剩余余额，以及在适用情况下，通过减少股份数量未能满足的任何额外预扣义务）；但须注意，在以此方式预扣期权所涉股份的范围内，净行权后期权所涉股份数量须减去被预扣股份数量与因行权而交付期权持有人的股份数量之和。

在奖励协议另有规定的范围内，上市前股份计划项下发行股份的购买价格或行权价格，可以适用法律允许的任何其他形式支付。

– IV-30 –

附录四

法定及一般信息

(i)

限制性股份单位条款及条件

(i)

限制性股份单位奖励协议

上市前股份计划项下每项限制性股份单位奖励（"限制性股份单位奖励"）须以本公司与受让人之间的协议为证明，该协议包含与受让人限制性股份单位奖励相关的条款、条件及限制（"限制性股份单位奖励协议"）。限制性股份单位奖励须遵守上市前股份计划所有适用条款及条件，并可受限于与上市前股份计划不相抵触且董事会认为适宜纳入限制性股份单位奖励协议的其他条款及条件。根据上市前股份计划签订的各项限制性股份单位奖励协议的条款无需完全相同。

(ii) 股份数量

每份限制性股份单位奖励协议应载明限制性股份单位奖励所涉股份数量，并应按照上市前股份计划的规定对该数量进行调整。

(iii) 归属条件

每项限制性股份单位奖励可由董事会全权酌情决定是否设置归属条件。归属须于满足限制性股份单位奖励协议所载条件时全部或分批发生。限制性股份单位奖励协议可规定在特定事件发生时加速归属。

(iv) 投票权

限制性股份单位奖励持有人不享有投票权。

(v)

限制性股份单位奖励的结算

任何已归属限制性股份单位奖励的结算，可由董事会全权酌情决定以（a）股份、（b）现金或（c）两者之任意组合的形式进行。实际可供结算的限制性股份单位数量，可能多于或少于原限制性股份单位奖励所载数量，具体以预定绩效因素为准。将限制性股份单位转换为现金的方法可包括（但不限于）以某一系列交易日内股份平均公平市场价值为基础的方法。已归属限制性股份单位应按限制性股份单位奖励协议规定的方式及时间进行结算。在限制性股份单位奖励完成结算前，该等限制性股份单位的数量须根据上市前股份计划进行调整。

– IV-31 –

附录四

法定及一般信息

(vi) 限制性股份单位的修改或承接

在上市前股份计划的限制范围内，董事会可修改或承接尚未归属的限制性股份单位，或可接受取消尚未归属的限制性股份单位（无论由本公司或其他发行人授予），以换取就相同或不同数量股份授予新的限制性股份单位，或以换取授予不同类型的奖励。

(j)

股份调整

如果已发行股份发生分拆、以股份形式派发股息、将已发行股份合并或合并为较少数量的股份、重新分类，或公司未收取代价而导致已发行股份数量增减的任何其他情形，则以下各项应自动按比例作出调整：(i) 上市前股份计划下可供将来授予的股份数量和种类；(ii) 每份尚未行使的期权及根据上市前股份计划尚未到期的任何尚未行使的购股权所涵盖的股份数量和种类；(iii) 每份尚未行使的期权的行使价及(ii)所述任何尚未行使的购股权的购买价；(iv) 每份尚未到期的尚未行使的限制性股份单位所涵盖的股份数量和种类；以及(v) 根据相关奖励协议的条款，适用于公司回购权下根据上市前股份计划授予的股份的任何回购价格。如发生以非股份形式派发特别股息、对公平市值产生重大影响的股份资本重组、分拆或类似情形，董事会可自行决酌，就上述(i)至(iv)项中的一项或多项作出适当调整。因上市前股份计划下的调整，不得根据上市前股份计划发行零碎股份，但董事会可自行决酌，以现金代替零碎股份支付。

如公司成为合并或合并交易的一方，或出售公司全部或实质上全部股份或资产，则根据上市前股份计划所取得的全部股份，以及于交易生效日尚未完结的全部期权及其他上市前股份计划奖励，均应按照最终交易协议（或如交易并不涉及公司作为一方的最终协议，则按照董事会以上市前股份计划管理者身份所作的决定，该决定对各方具有最终约束力）所述的方式处理，该协议或决定无需对所有期权及奖励（或期权或奖励的所有部分）采取相同方式处理。交易协议中所订明的处理方式可包括（但不限于）就每份尚未完结的期权或奖励采取以下一种或多种方式：

(a) 由公司（如公司为存续公司）继续该期权或奖励。

(b) 由存续公司或其母公司以符合《税法》第424(a)条规定（无论该期权是否为激励性股票期权）及适用外汇和税务规定的方式承接该期权。

– IV-32 –

附录四 法定及一般资料

(c) 由存续公司或其母公司以符合《税法》第424(a)条规定（无论该期权是否为激励性股票期权）及适用外汇和税务规定的方式，以新期权替换该期权。

(d) 注销该期权，并就该期权于交易日已归属部分所涵盖的每份股份，向期权持有人支付相当于以下差额的款项：(A) 董事会按其绝对酌情权厘定的、股份持有人因交易而获得的财产（包括现金）价值，超过(B) 该期权每股行使价的部分（该差额称为"价差"）。该款项应以现金、现金等价物或存续公司或其母公司的证券形式支付，其价值相当于价差。此外，交易协议中的任何托管、扣留、盈利补偿或类似条款，可在与适用于股份持有人相同的范围和方式内适用于该款项。如适用于某期权的价差为零或负数，则该期权可予注销而无需向期权持有人支付任何款项。

(e) 注销该期权而不支付任何代价；但须通知期权持有人该处理方式，并给予其不少于五个营业日的期限，在交易生效日前行使该期权（就该期权已归属或于交易生效日归属的部分），除非(A) 需要较短期限以便及时完成交易，且(B) 该较短期限仍为期权持有人提供合理的行使期权机会。在该期限内行使期权可以交易完成为前提条件。

(f) 如出于行政管理需要以便完成交易，可在交易完成前的有限时间内暂停期权持有人行使期权的权利。

(g) 终止期权持有人在期权所涵盖股份归属前行使期权的权利，使得在交易完成后，期权仅可在其已归属的范围内行使。

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

为免生疑问，董事会有酌情权就股权期权或其他计划奖励（包括与上述所涵盖的企业交易相关的限制性股份单位奖励的归属及结算）全部或部分加速其归属及可行使性。

除上述规定外，授予人、期权持有人或购买人（"参与人"）不得以下列原因主张任何权利：（i）任何类别股份的细分或合并；（ii）任何股息的派发；或（iii）任何类别股份数量的任何其他增加或减少。本公司发行任何类别的股份或可转换为任何类别股份的证券，不得影响期权所涉及股份的数量或行使价，亦不得就此作出任何调整。根据上市前股份计划授予期权，不得以任何方式影响本公司就其资本或业务结构进行调整、重新分类、重组或变更，或进行合并、整合、解散、清算、出售或转让其全部或任何部分业务或资产的权利或权力。

– IV-33 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(k) 期限与修订；股东批准

(i) 上市前股份计划的期限

上市前股份计划自董事会通过之日起生效，须经本公司股东批准（如下所述）。上市前股份计划将于以下两个日期中较晚者届满后10年自动终止：（i）董事会通过上市前股份计划之日；或（ii）董事会批准最近一次增加上市前股份计划项下预留股份数量且亦经本公司股东批准之日。上市前股份计划亦可根据以下董事会的权利于任何较早日期终止。

(ii) 修订或终止上市前股份计划的权利

在符合以下所要求的任何股东批准的前提下，董事会可随时以任何理由修订、暂停或终止上市前股份计划。

(iii) 修订或终止的效力

上市前股份计划终止后，不得在该计划项下发行或出售任何股份，亦不得授予任何期权或限制性股份单位奖励，但在终止前根据上市前股份计划授予的期权（或任何其他购买股份的权利）的行使除外。上市前股份计划的终止或任何修订，不影响之前根据上市前股份计划已发行的任何股份或限制性股份单位奖励，亦不影响之前已授予的任何期权。

(iv) 股东批准

在适用法律要求的范围内，上市前股份计划须于其通过日期后12个月内经本公司股东批准。在适用法律要求的范围内，若上市前股份计划的任何修订（i）增加上市前股份计划项下可供发行的股份数量（限制性股份单位条款及条件中规定的情形除外），或（ii）对有资格获授激励性股票期权（ISO）的人员类别作出实质性变更，则该等修订须于修订日期后12个月内经本公司股东批准。此外，对上市前股份计划条款作出任何其他实质性变更的修订，仅在适用法律有所要求时，方须经本公司股东批准。上市前股份计划的任何其他修订无需获得股东批准。

– IV-34 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(l) 截至最后实际可行日期，根据上市前股份计划已奖励或授予的股份、期权及限制性股份单位的详情

上市前股份计划项下的最大股份数量为156,847,868股股份。

(i) 截至最后实际可行日期，根据上市前股份计划已奖励股份的详情

截至最后实际可行日期，本公司尚未根据上市前股份计划奖励或同意奖励任何股份。

(ii) 截至最后实际可行日期，根据上市前股份计划已授予期权的详情

截至最后实际可行日期，已向本集团的董事、高级管理人员及雇员授予可认购合共156,847,868股股份的期权（不包括任何已根据上市前股份计划被没收、届满或注销的期权）（即上市前股份计划项下预留的全部股份）。在该156,847,868股股份中，（i）24,187,308股股份已发行予Excellent Ocean Trust，该信托由独立专业受托人设立，用于管理根据上市前股份计划向12名授予人授予的期权；（ii）22,689,107股股份已发行予共88名已行使根据本公司上市前股份计划授予之期权的集团雇员；（iii）109,971,453股股份可就上市前股份计划项下授予人持有的未行使期权进一步发行，约占截至最后实际可行日期本公司已发行股本的20.66%，以及紧随全球发售完成后本公司总已发行股本的19.32%。详情请参阅"历史及企业架构——本公司主要股权变动——5. 股份激励计划"。概无授予人须就授予期权支付任何代价。

– IV-35 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Date of grant

September 29, 2018

September 29, 2018

10 years from the date of grant

N/A(4)

– IV-38 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Name

Address

Position(s) held within our Group

Date of grant

Number of Shares underlying the exercised Options as of the Latest Practicable Date

Number of Shares underlying the outstanding and unexercised Options as of the Latest Practicable Date

Shares underlying the outstanding and unexercised Options as an approximate percentage of enlarged issued share capital of our Company immediately after completion of the Global Offering(2)

Exercise period

Exercise Vesting price (US$) period(1)

Other connected persons Ms. Shan Jirong (單繼榮)

[Address redacted]

Sister of Mr. Shan Jizhang; beneficial owner of interests in Reconfigurable Computing

March 22, 2018

10 years from the date of grant

0.09

A

–

416,667

0.07%

July 20, 2021

0.19

D

–

1,250,000

0.22%

June 11, 2023

0.59

D

–

1,250,000

0.22%

Grantees who have been granted Options to subscribe for 3,000,000 Shares or more [Grantee A]

[Address redacted]

[Position redacted]

March 22, 2018

10 years from the date of grant

0.09

A

–

3,750,000

0.66%

July 20, 2021

0.19

D

–

3,750,000

0.66%

June 11, 2023

0.59

D

–

3,750,000

0.66%

– IV-39 –

N/A(4)

0.035

A

500,000

–

–

September 29, 2018

0.09

A

80,000

–

–

September 25, 2019

0.18

A

50,000

–

–

September 28, 2020

0.19

A

–

123,380

0.02%

July 20, 2021

0.19

D

–

200,000

0.04%

September 26, 2022

0.56

D

–

250,000

0.04%

June 11, 2023

0.59

D

–

250,000

0.04%

| Date of grant | | | | | | | |---|---|---|---|---|---|---| | September 29, 2018 | | | | | | | | September 29, 2018 | 10 years from the date of grant | Connected person | Mr. Pan Hui (潘輝) | 1073 Windsor Street, San Jose, California, 95129, United States | Senior director of data center and information technology | December 15, 2017 | | 10 years from the date of grant | | | | | | |

– IV-38 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| Name | Address | Position(s) held within our Group | Date of grant | Exercise period | Exercise price (US$) | Vesting period(1) | Number of Shares underlying the exercised Options as of the Latest Practicable Date | Number of Shares underlying the outstanding and unexercised Options as of the Latest Practicable Date | Shares underlying the outstanding and unexercised Options as an approximate percentage of enlarged issued share capital of our Company immediately after completion of the Global Offering(2) | |---|---|---|---|---|---|---|---|---|---| | **Grantees who have been granted Options to subscribe for 3,000,000 Shares or more** | | | | | | | | | | | Mr. Chen Jianzhong | #06-08 Yew Tee Residences, 23 Choa Chu Kang North 6, Singapore 689579, Singapore | Business development director | September 26, 2022 | 10 years from the date of grant | 0.56 | F | – | 4,000,000 | 0.70% | | | | | May 19, 2024 | | 0.70 | F | – | 486,542 | 0.09% | | | | | May 30, 2024 | | 0.70 | F | – | 125,625 | 0.02% | | | | | June 21, 2024 | | 0.70 | F | – | 96,834 | 0.02% | | | | | July 14, 2024 | | 0.70 | F | – | 320,707 | 0.06% | | Mr. Gu Qun | 4982 Tuscany Circle, San Jose, California 95135, United States | Former employee | December 15, 2017 | 10 years from the date of grant | 0.035 | A | 180,000 | – | – | | | | | December 15, 2017 | | 0.035 | A | 1,192,927 | – | – | | | | | March 22, 2018 | | 0.09 | C | 1,620,000 | – | – | | | | | March 22, 2018 | | 0.09 | C | 180,000 | – | – | | | | | March 11, 2021 | | 0.19 | F | 500 | – | – | | | | | July 20, 2021 | | 0.19 | D | 125,000 | – | – | | | | | | | 0.18 | A | – | 730 | 0.0001% | | Mr. Zhang Lei | 470 Nolden Ave, San Jose, California 95117, United States | Senior manager of computer vision | December 15, 2017 | September 25, 2019 | 0.035 | A | 200,000 | – | – | | | | | September 28, 2020 | | 0.19 | A | – | 11,250 | 0.002% | | | | | December 15, 2017 | 10 years from the date of grant | 0.035 | A | 100,000 | – | – | | | | | July 20, 2021 | | 0.19 | D | – | 75,000 | 0.01% | | | | | December 15, 2017 | | 0.035 | A | 2,300,000 | – | – | | | | | September 26, 2022 | | 0.56 | D | – | 150,000 | 0.03% | | | | | September 29, 2018 | | 0.09 | A | 26,413 | – | – | | | | | September 25, 2019 | | 0.18 | A | 34,270 | – | – | | | | | June 11, 2023 | | 0.59 | D | – | 100,000 | 0.02% | | | | | September 28, 2020 | | 0.19 | A | 78,750 | – | – | | | | | July 20, 2021 | | 0.19 | D | 75,000 | – | – | | **Total** | | | | | | | **7,267,192** | **83,019,901** | **10.93%** |

– IV-39 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

As of the Latest Practicable Date, Options (excluding any Options which have been forfeited, expired or cancelled pursuant to the Pre-IPO Share Plan) to subscribe for an aggregate of 66,560,775 Shares had been granted to 488 grantees who are not Directors, senior management, members of our core R&D team, other connected persons of our Company nor grantees who have been granted Options to subscribe for 3,000,000 Shares or more under the Pre-IPO Share Plan (the "Other Grantees"). We set forth below the information on the outstanding and exercised Options granted to the Other Grantees under the Pre-IPO Share Plan as of the Latest Practicable Date.

| Range of Shares underlying the outstanding and exercised Options granted under the Pre-IPO Share Plan | Total number of grantees | Dates of grant | Exercise Price (US$) | Vesting period(1) | Number of Shares underlying the exercised Options as of the Latest Practicable Date | Number of Shares underlying the outstanding and unexercised Options as of the Latest Practicable Date | Shares underlying the outstanding and unexercised Options as an approximate percentage of enlarged issued share capital of our Company immediately after completion of the Global Offering(2) | |---|---|---|---|---|---|---|---| | 1 to 49,999 | 281 | September 29, 2018 to May 19, 2024 | 0.09 to 0.70 | A; B; D | 387,867 | 5,199,653 | 0.91% | | 50,000 to 99,999 | 67 | December 15, 2017 to May 19, 2024 | 0.035 to 0.70 | A; D | 177,786 | 4,824,112 | 0.85% | | 100,000 to 499,999 | 106 | December 15, 2017 to May 19, 2024 | 0.035 to 0.70 | A; B; D; F | 4,084,964 | 17,214,199 | 3.02% | | 500,000 to 999,999 | 19 | December 15, 2017 to May 19, 2024 | 0.035 to 0.70 | A; B; D; E; F | 2,401,306 | 10,059,533 | 1.77% | | 1,000,000 to 2,999,999 | 15 | December 15, 2017 to June 21, 2024 | 0.035 to 0.70 | A; B; C; D; E; F | 8,369,992 | 13,841,363 | 1.84%(5) | | **Total** | **488** | | | | **15,421,915** | **51,138,860** | **8.39%** |

Notes: (1)

Please refer to different categories of vesting schedules below:

| Category | Vesting schedule | |---|---| | A | 25% of the total granted share options shall vest one year from the vesting commencement date and the remaining 75% shall vest on each month thereafter over the next three years in equal portion | | B | 1/3 of the total granted share options shall vest one year from the vesting commencement date and the remaining 2/3 shall vest on each month thereafter over the next two years in equal portion | | C | 50% of the total granted share options shall vest one year from the vesting commencement date and the remaining 50% shall vest each month thereafter over the next year in equal portion |

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| Category | Vesting schedule | |---|---| | D | 50% of the total granted share options shall vest two years from the vesting commencement date and the remaining 50% shall vest each year thereafter over the next two years in equal portion | | E | 100% of the total granted share options shall vest one year from the vesting commencement date | | F | 100% of the total granted share options shall vest on the vesting commencement date |

(2)

The maximum number of Shares issuable to each Participant under the Post-IPO Share Plan (including Shares already issued and Shares to be issued upon exercise of Options or vesting of Awards) in any 12-month period shall not exceed 1% of the Shares in issue. Any grant of Options or Awards in excess of this limit must be subject to approval by our Shareholders in a general meeting with such Participant and his/her associates abstaining from voting. (f)

Vesting period

The vesting period of the Options or Awards to be granted under the Post-IPO Share Plan shall be determined by our Board at the time of the grant. (g)

Exercise price of Options

The exercise price of Options to be determined by our Board must be at least the highest of: (i) the closing price of the Shares as stated in the daily quotation sheet of the Stock Exchange on the date of grant; and (ii) the average closing price of the Shares as stated in the daily quotation sheets of the Stock Exchange for the five business days immediately preceding the date of grant. The exercise price shall not be less than the nominal value of a Share. (h)

Payment of consideration

A grantee of Options or Awards may be required to pay HK$1.00 or such other consideration as our Board may determine as consideration for the grant of the Options or Awards. (i)

Exercise period of Options

The period within which the Options may be exercised will be determined by our Board in its absolute discretion, but the period must not exceed 10 years from the date of grant. (j)

Lapse of Options and Awards

An Option or Award granted will lapse on the earliest of: (i) the expiry of the exercise period of the Option or the expiry of the Award period; (ii) the date on which the Participant ceases to be a director or employee of the Group for any reason other than death or serious injury or serious illness, unless our Board at its absolute discretion otherwise determines;

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

(iii) the date on which our Board exercises the Company's right to cancel the Option or Award on the grounds that the Participant has committed an act of bankruptcy or has been convicted of any criminal offence involving his or her integrity or honesty or the Participant has been in serious breach of his or her duty to any member of the Group; (iv) the date of commencement of the winding-up of the Company; and (v) the date on which the Participant commits a breach of the terms of the Post-IPO Share Plan. (k)

Maximum exercise period

Under the Post-IPO Share Plan, the period within which an Option or Award may be exercised (the "Exercise Period") shall be fixed by the Board at its absolute discretion, which shall not exceed 10 years from the date of grant. (l)

Rights upon a general offer, a compromise or an arrangement

In the event of a general offer for all the Shares (other than those already held by the offeror and parties acting in concert with the offeror), if the Offer becomes or is declared unconditional, the Participant shall be entitled to exercise the vested but unexercised Options or unvested Awards that are due to vest pursuant to an acceleration arrangement agreed by the Board and the Participant upon the occurrence of a change of control event. (m)

Rights on winding-up

In the event of the winding up of our Company, the Participants may exercise all of their vested Options and Awards (to the extent not already exercised) in accordance with the provisions of the Post-IPO Share Plan by notice in writing to the Company at any time not later than two business days before the commencement of the winding up. (n)

Restrictions on the time of grant

Our Company may not grant any Option or Award at any time when such grant would cause the number of Shares subject to all Options and Awards (which have been granted or awarded, as the case may be) to exceed the relevant limits referred to in sections (d) and (e) above. (o)

Transferability

Options and Awards are personal to the grantees and are non-assignable and non-transferable. (p)

Changes in capital

In the event of any variation of the share capital of our Company by way of capitalisation of profits or reserves, rights issue, open offer, consolidation, subdivision or reduction of the share capital of our Company, the Board shall make such adjustment (if any) to the number of Shares comprised in each Option or Award and/or to the exercise price as the

– IV-44 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Board in its absolute discretion considers appropriate (and the auditors of our Company shall confirm in writing that such adjustment is fair and reasonable) subject to the following conditions: (i) any such adjustment shall be made on the basis that the aggregate exercise price of an Option or Award payable by a Participant after the adjustment shall be as nearly as possible the same proportion of the total issued share capital of our Company immediately after the relevant event as it was immediately before such event; and (ii) no adjustment shall be made which would result in the exercise price being less than the nominal value of a Share. (q)

Administration

The Post-IPO Share Plan shall be subject to the administration of the Board whose decision on all matters shall be final and binding. The Board may delegate the administration to the remuneration committee if it thinks fit. (r)

Alterations

The Post-IPO Share Plan may be altered in any respect by resolution of the Board except that the provisions relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of Participants without prior Shareholders' approval (but with the consent of the Stock Exchange, those provisions may be altered to the disadvantage of Participants without Shareholders' approval). No alteration shall operate to affect adversely any subsisting rights of the Participants under the Post-IPO Share Plan, unless the Participants consent in writing to such an alteration. (s)

Termination

Our Company may, by ordinary resolution of our Shareholders in general meeting, terminate the Post-IPO Share Plan at any time, but no such termination shall affect any subsisting rights of the Participants under the Post-IPO Share Plan. (t)

Awards granted

As of the Latest Practicable Date, no awards were granted under the Post-IPO Share Plan.

– IV-45 –

Where any grant of awards or options to a Participant would result in the total number of Shares issued and to be issued in respect of all awards or options granted (excluding any options and awards lapsed in accordance with the terms of the Post-IPO Share Plan or any other share schemes of our Company) under the Post-IPO Share Plan and any other share schemes of our Company in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the total number of Shares in issue, such grant must be separately approved by the Shareholders in general meeting in accordance with the requirements of the Listing Rules with such Participant and his/her close associate (or associates), if the Participant is a connected person (as defined under the Listing Rules), or such persons as may be required under the Listing Rules from time to time, abstaining from voting. The number and terms of Options to be granted to such Participant must be fixed before the approval of the Shareholders. In such event, our Company must send a circular to the Shareholders containing all information required under the Listing Rules.

(f) Administration

Subject to compliance with the requirements of the Listing Rules and the provisions of the Post-IPO Share Plan, the Board shall have the power, among other matters, to (i) interpret and construe the provisions of the Post-IPO Share Plan; (ii) determine the Participants who will be offered Options and/or Awards under the Post-IPO Share Plan, and with respect to each Participant, the amount of Options to be granted and the exercise price (in the case of Options), and the amount of Awards to be granted and the purchase price (in the case of Awards); (iii) make such appropriate and equitable adjustments to the terms of Options and Awards granted under the Post-IPO Share Plan as it may deem necessary; and (iv) make such other decisions or determinations or regulations as it shall deem appropriate for the administration of the Post-IPO Share Plan.

The Board has the power to delegate purely administrative matters in connection with the Post-IPO Share Plan to authorised agent(s) as deemed appropriate at the sole discretion of the Board.

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

(g) Grant of Options and Awards

Subject to compliance with the requirements of the Listing Rules and the provisions of the Post-IPO Share Plan, the Board shall be entitled at any time and from time to time within the term of the Post-IPO Share Plan to grant any Options at such exercise price and/or to grant any Awards at such purchase price to any Participant as it may in its absolute discretion select, and subject to such conditions as he may think fit, including without limitation, that (i) the Participant shall not dispose of the Shares issued upon exercise of the Option (in the case of Options) or upon vesting of the Award (in the case of Awards) within such period of time or under such conditions as the Board may in its absolute discretion determine, (ii) the minimum period for which an Option or an Award (as the case may be) must be held, and (iii) the performance targets (if any) that must be achieved before an Option can be exercised. Unless otherwise determined by the Board and stated in the grant offer made to a Participant, a Participant is not required to achieve any performance targets before the exercise of an Option or the vesting of an Award granted to him.

(h) Exercise price of an Option

The exercise price of an Option shall be a price solely determined by the Board at its absolute discretion and shall be at least the higher of: (i) the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the date on which an Option is offered to a Participant (the "Offer Date"), which must be a business day; and (ii) the average closing price of the Shares as stated in the Stock Exchange's daily quotations sheets for the 5 business days immediately preceding the Offer Date. For the purpose of calculating the exercise price of an Option where our Company has been listed for less than five business days, the new issue price shall be used as the closing price for any business day falling within the period before listing.

(i) Purchase price of an Award

The purchase price (if any) in respect of any particular Award shall be such price as the Board may in its absolute discretion determine at the time of grant of the relevant Award and taking into consideration factors such as prevailing closing price of the Shares, the purpose of the Post-IPO Share Plan, the characteristics and profile of the relevant Participant(s).

(j) Vesting schedule

Vesting period for Options

The vesting period for an Option shall not be less than 12 months save for a shorter vesting period may be granted to the Participant in any of the following circumstances at the sole discretion of the Board:

(i) grants of "make-whole" Options to new joiners to replace the share awards they forfeited when leaving the previous employer;

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

(ii) grants to a Participant whose employment is terminated due to death or disability or occurrence of any out of control event;

(iii) grants that are made in batches during a year for administrative and compliance reasons, which include Options that should have been granted earlier if not for such administrative or compliance reasons but had to wait for subsequent batch. In such case, the vesting period may be shorter to reflect the time from which the Option would have been granted;

(iv) grants with a mixed or accelerated vesting schedule such as where the Option may vest evenly over a period of 12 months; or

(v) grants with performance-based vesting conditions in lieu of time-based vesting criteria.

附录四

法定及一般资料

奖励归属期

奖励的归属期不得少于12个月，但若出现以下任何情况，董事会可酌情授予参与者较短的归属期：

(i) 向新入职人员授予"补偿性"奖励，以替代其离开前雇主时被没收的股份奖励；

(ii) 向因死亡、残疾或发生任何不可控事件而终止雇用的参与者授予奖励；

(iii) 出于行政及合规原因而在一年内分批授予的奖励，包括如非因上述行政或合规原因本应较早授出但须待后续批次才能授出的购股权。在此情况下，归属期可相应缩短，以反映购股权本应授出的时间起算的期限；

(iv) 采用混合或加速归属时间表的授予，例如奖励可在12个月内均匀归属；或

(v) 以绩效为基础的归属条件取代以时间为基础的归属标准的授予。

(k) 奖励不可转让

购股权或奖励（视情况而定）仅属参与者本人，不可转让或转让，任何参与者均不得以任何方式出售、转让、抵押、按揭、设押或为任何第三方创设任何权益（法定或实益），或与任何第三方就任何购股权或奖励（视情况而定）订立任何协议——

— IV-45 —

附录四

法定及一般资料

若参与者为公司，其主要股东的任何变动或董事会全权酌情认定的管理层的任何重大变动，将被视为上述出售或转让权益。若参与者违反上述规定，本公司有权取消、撤销或终止已授予该参与者但尚未行使的任何购股权或奖励（视情况而定）。

(l) 特殊情况下的权利

若已接受授出任何购股权或奖励的要约的参与者（"承授人"）不再担任参与者：

(i) 若因死亡、健康欠佳或退休而在全面行使购股权及╱或奖励前终止，承授人或其遗产代理人（视情况而定）可在12个月内或董事会可能厘定的较长期间内全部或部分行使购股权及╱或奖励（就尚未行使的购股权及╱或尚未归属的奖励而言）；

(ii) 若因在全面行使购股权及╱或奖励前基于与本公司真诚协商而辞职，购股权及╱或奖励（就尚未行使的部分而言）将于辞职日失效，除非董事会另行决定，否则不可行使；

(iii) 若因严重不当行为、被本公司按因由解雇、被裁定任何刑事罪行成立（董事会认为不会令承授人或本集团蒙受损害的罪行除外）或基于雇主有权即时终止其雇用的任何其他理由，其购股权及╱或奖励将自动终止及取消（无论其购股权╱奖励是否已归属），且不可行使；及

(iv) 若因死亡、依据其雇用合同的健康欠佳或退休、严重不当行为或上述其他理由以外的任何原因，在全面行使购股权及╱或奖励前终止，购股权及╱或奖励（就尚未行使的购股权及╱或尚未归属的奖励而言）将失效，除非董事会另行决定，否则不可行使。

(m) 修改及终止

上市后股份计划可由董事会决议以任何方式修改，惟上市后股份计划所载若干具重大性质的指定条款及条件，不得在对承授人或潜在承授人有利的情况下进行修改，但经股东于股东大会上以决议批准者除外。任何该等修改均不得在未获相关承授人多数同意的情况下，对于该等修改前已授出或已同意授出的任何购股权或奖励的发行条款造成不利影响。

— IV-46 —

附录四

法定及一般资料

对授予承授人的购股权或奖励条款的任何变更，须获薪酬委员会、董事会、独立非执行董事及╱或股东（视情况而定）批准，前提是该等购股权及╱或奖励的初始授予须经薪酬委员会、董事会、独立非执行董事及╱或股东（视情况而定）批准。

本公司可随时由股东大会决议或董事会决议终止上市后股份计划的运作，但于该等终止前已授出的购股权及奖励应继续有效，并可根据上市后股份计划的条款行使。

E. 其他资料

1. 遗产税

本公司董事获告知，本公司或其任何附属公司不太可能承担重大遗产税责任。

2. 诉讼

于最后实际可行日期，本集团任何成员公司均无涉及任何重大诉讼、仲裁或索赔，董事亦不知悉本集团有任何重大诉讼、仲裁或索赔正在待决或受到威胁，该等事项不会对本集团的业务、财务状况或经营业绩造成重大不利影响。

3. 联席保荐人

Each of China International Capital Corporation Hong Kong Securities Limited and Huatai Financial Holdings (Hong Kong) Limited satisfies the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules. The Joint Sponsors will each receive US$500,000 for acting as the sponsor for the Listing.

The Joint Sponsors have made an application on our behalf to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue, the Shares to be issued pursuant to the Global Offering (including any Shares which may fall to be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option).

4. Preliminary Expenses

The Company did not incur any material preliminary expenses.

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APPENDIX IV STATUTORY AND GENERAL INFORMATION

5. No Material Adverse Change

Our Directors confirm that, up to the date of this Prospectus, there has been no material adverse change in the financial or trading position or prospects of the Group since March 31, 2024 (being the date to which the latest audited consolidated financial statements of our Group were prepared).

6. Promoters

Our Company has no promoter for the purpose of the Listing Rules. No cash, securities or other benefit has been paid, allotted or given nor are any proposed to be paid, allotted or given to any promoters in connection with the Global Offering and the related transactions described in this Prospectus within the two years immediately preceding the date of this Prospectus.

7. Taxation of Holders of Shares

Hong Kong

The sale, purchase and transfer of Shares registered with our Company's Hong Kong branch register of members will be subject to Hong Kong stamp duty, the current rate charged on each of the purchaser and seller is 0.1% of the consideration or, if higher, the fair value of the Shares being sold or transferred. Profits from dealings in the Shares arising in or derived from Hong Kong may also be subject to Hong Kong profits tax.

Cayman Islands

Under the present Cayman Islands law, there is no stamp duty payable in the Cayman Islands on transfer of Shares.

Consultation with professional advisors

Intending holders of the Shares are recommended to consult their professional advisors if they are in doubt as to the taxation implications of holding or disposing of or dealing in the Shares. It is emphasized that none of our Company, our Directors or the other parties involved in the Global Offering can accept responsibility for any tax effect on, or liabilities of, holders of Shares resulting from their holding or disposal of or dealing in Shares or exercise of any rights attaching to them.

– IV-48 –

APPENDIX IV STATUTORY AND GENERAL INFORMATION

8. Qualifications and Consents of Experts

The following are the qualifications of the experts who have given opinions or advice which are contained in this Prospectus:

| Name | Qualification | |------|---------------| | China International Capital Corporation Hong Kong Securities Limited | A licensed corporation under the SFO for type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 5 (advising on futures contracts) and type 6 (advising on corporate finance) of the regulated activities as defined under the SFO | | Huatai Financial Holdings (Hong Kong) Limited | A licensed corporation under the SFO for type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities), type 6 (advising on corporate finance), type 7 (providing automated trading services) and type 9 (asset management) of the regulated activities as defined under the SFO | | PricewaterhouseCoopers | Certified Public Accountants under Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong) and Registered Public Interest Entity Auditor under Accounting and Financial Reporting Council Ordinance (Chapter 588 of the Laws of Hong Kong) | | Zhong Lun Law Firm | Legal advisors as to PRC laws to our Company | | Maples and Calder (Hong Kong) LLP | Legal advisors as to Cayman Islands laws to our Company | | Frost & Sullivan Limited | Industry consultant | | K&L Gates LLP | Legal advisors as to U.S. export control law to our Company |

Each of the experts named above has given and has not withdrawn its consent to the issue of this Prospectus with the inclusion of its report, letter, and/or legal opinion (as the case may be) and references to its name included in the form and context in which it respectively appears.

– IV-49 –

APPENDIX IV STATUTORY AND GENERAL INFORMATION

9. Binding Effect

This Prospectus shall have the effect, if an application is made pursuant to this Prospectus, of rendering all persons concerned bound by all of the provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance insofar as applicable.

10. Bilingual Prospectus

The English language and Chinese language versions of this Prospectus are being published separately, in reliance upon the exemption provided by section 4 of the Companies Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong). In case of any discrepancies between the English language version and Chinese language version of this Prospectus, the English language version shall prevail.

11. Miscellaneous

(a) Within the two years immediately preceding the date of this Prospectus:

(i) neither we nor any of our major subsidiaries has issued or agreed to issue any share or loan capital fully or partly paid up either for cash or for a consideration other than cash save as disclosed in the section headed "Statutory and General Information – A. Further Information about our Group – 2. Changes in Share Capital" and "Statutory and General Information – A. Further Information about our Group – 3. Changes in the share capital of our subsidiaries" in Appendix IV to this Prospectus;

(ii) 本公司或其任何主要附属公司及经营实体的股份或贷款资本，除本招股说明书附录四"法定及一般信息——D. 股份激励计划"一节所披露者外，均不受购股权约束，亦未有有条件或无条件同意置于购股权之下；

(iii) 就任何主要附属公司及经营实体的任何股份或贷款资本的发行或出售，未曾给予任何佣金、折扣、经纪酬金或其他特别条款；及

(iv) 就认购、同意认购、促使认购或同意促使认购本公司或其任何主要附属公司及经营实体的任何股份而向任何人士支付或应付的佣金（向分包销商支付的佣金除外），概无支付。

– IV-50 –

附录四

法定及一般信息

(b)

除本招股说明书"历史及公司架构——本公司主要股权变动"一节所披露者外，本公司或其任何附属公司概无发行或同意发行任何创办人股份、管理股份或递延股份。

(c)

在本招股说明书日期前12个月内，本公司业务概无发生任何可能对本公司财务状况产生或已产生重大不利影响的中断。

(d)

本公司的主要股东名册将由Tricor Services (Cayman Islands) Limited在开曼群岛存置，本公司的股东名册香港分册将由香港股份过户登记处在香港存置。除非本公司董事另行同意，所有股份转让及其他所有权文件须提交香港股份过户登记处登记注册，不得在开曼群岛提交登记。本公司已作出一切必要安排，以使股份获接纳于中央结算系统。

(e)

本集团内任何公司目前均未在任何证券交易所上市或在任何交易系统买卖。

(f)

本公司概无尚未偿还的可转换债务证券或债券。

(g)

概无任何安排规定未来股息须予放弃或同意放弃。

(h)

上文"——E. 其他信息——8. 专家资格及同意书"一节所列名人士，概无以实益方式或非实益方式于本集团任何成员的任何股份中持有权益，亦无任何权利或购股权（无论在法律上是否可强制执行）认购或提名他人认购本集团任何成员的任何证券。

(i)

将利润汇出或将资本汇回香港及由香港境外汇入香港概无任何限制。

– IV-51 –

附录五

送呈公司注册处的文件及 供查阅的文件

送呈公司注册处的文件 连同本招股说明书副本一并送呈香港公司注册处登记的文件（其中包括）：

(a)

本招股说明书附录四"法定及一般信息——E. 其他信息——8. 专家资格及同意书"一节所述的书面同意书；及

(b)

本招股说明书附录四"法定及一般信息——B. 有关本公司业务的进一步资料——1. 重大合同摘要"一节所述重大合同的副本。

供查阅的文件 以下文件的副本将于本招股说明书日期起计14天内在联交所网站www.hkexnews.hk及本公司网站www.blacksesame.com.cn上供查阅：

(a)

组织章程备忘录及章程细则；

(b)

普华永道出具的会计师报告，其全文载于本招股说明书附录一；

(c)

普华永道出具的未经审计备考财务信息报告，其全文载于本招股说明书附录二；

(d)

本集团截至2021年、2022年及2023年12月31日止年度及截至2024年3月31日止三个月的经审计综合财务报表；

(e)

弗若斯特沙利文出具的报告，其摘要载于本招股说明书"行业概览"一节；

(f)

本公司中国法律顾问中伦律师事务所就本集团若干中国境内事宜出具的法律意见书；

(g)

本公司开曼群岛法律顾问Maples and Calder (Hong Kong) LLP就本招股说明书附录三所述开曼群岛公司法若干方面出具的法律意见函；

– V-1 –

附录五

送呈公司注册处的文件及 供查阅的文件

(h)

本公司美国出口管制法律顾问K&L Gates出具的法律意见书；

(i)

本招股说明书附录四"法定及一般信息——B. 有关本公司业务的进一步资料——1. 重大合同摘要"一节所述的重大合同；

(j)

本招股说明书附录四"法定及一般信息——E. 其他信息——8. 专家资格及同意书"一节所述的书面同意书；

(k)

本招股说明书附录四"法定及一般信息——C. 有关本公司董事及主要股东的进一步资料——3. 董事服务合同及委任函"一节所述的服务合同及委任函；

(l)

股份计划的条款；及

(m) the Cayman Companies Act.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of a full list of grantees under the Pre-IPO Share Plan, containing all details as required under the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance, will be available for inspection at the office of Clifford Chance at 27/F, Jardine House, One Connaught Place, Central, Hong Kong during normal business hours up to and including the date which is 14 days from the date of this Prospectus.

– V-2 –

Black Sesame International Holding Limited

黑芝麻智能國際控股有限公司*

黑芝麻智能國際控股有限公司*

Black Sesame International Holding Limited

Black Sesame International Holding Limited 黑芝麻智能國際控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 2533

GLOBAL OFFERING

Joint Sponsors, Joint Overall Coordinators, Joint Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Overall Coordinator, Joint Global Coordinator and Joint Bookrunner

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Joint Bookrunners

Joint Lead Manager *

For identification purposes only