The Stock Exchange of Hong Kong Limited (HKEX) Main Board · Filed 2025-05-12 · Full English Translation
Contemporary Amperex Technology Co., Limited (CATL) is the world's leading manufacturer of electric vehicle and energy storage batteries, powering one in every three EVs globally. Revenue was $4.99B in 2024 (down 10% from $5.53B in 2023 due to falling battery prices), though volumes grew strongly — EV battery shipments rose from 321 GWh to 381 GWh year-over-year. Gross margins improved meaningfully from 17.6% in 2022 to 24.4% in 2024, and net profit reached $763M in 2024 (net margin 15.3%), up from $653M in 2023. The company generates strong operating cash flow of approximately $1.34B annually.
CATL is listing H Shares on the Hong Kong Stock Exchange (stock code: 3750), offering approximately 117.9 million shares at a maximum price of HK$263 per share, implying gross proceeds of roughly $3.97B. Sponsors include BofA Securities, CICC, J.P. Morgan, Goldman Sachs, and Morgan Stanley. Founder Zeng Yuqun controls 23.3% of shares, with co-founder Huang Shilin holding 10.7%.
Specific use of proceeds was not disclosed in the available prospectus excerpts but is expected to fund global manufacturing expansion and R&D.
The three biggest risks are: escalating US tariffs on Chinese goods threatening overseas competitiveness; intensifying competition compressing already-declining battery prices; and the company's ability to maintain its technology lead as rivals close the gap.
| Period | Revenue | Net Profit | Gross Margin |
|---|---|---|---|
| 2022 | $45.3B | $4.6B | 17.6% |
| 2023 | $55.3B | $6.5B | 22.1% |
| 2024 | $49.9B | $7.6B | 24.4% |
| Date | Total Assets | Total Liabilities | Equity |
|---|---|---|---|
| 2022-12-31 | $82.9B | $58.5B | $24.4B |
| 2023-12-31 | $98.9B | $68.6B | $30.3B |
| 2024-12-31 | $108.5B | $70.8B | $37.7B |
| Project | Amount (USD) | Focus |
|---|---|---|
| Use of Proceeds from Global Offering | N/A | Details of use of proceeds are described in the 'Future Plans and Use of Proceeds' section (page 310) of the prospectus, which was not included in the provided text excerpts. Specific project allocations and amounts are not available from the provided content. |
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (In alphabetical order)
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (In alphabetical order)
If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Contemporary Amperex Technology Co., Limited 寧德時代新能源科技股份有限公司 (a joint stock company incorporated in the People's Republic of China with limited liability)
| | | |---|---| | Number of Offer Shares under the Global Offering | : 117,894,500 H Shares (subject to the Offer Size Adjustment Option and the Over-allotment Option) | | Number of Hong Kong Offer Shares | : 8,842,100 H Shares (subject to reallocation and the Offer Size Adjustment Option) | | Number of International Offer Shares | : 109,052,400 H Shares (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option) | | Maximum Offer Price | : HK$263.00 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565% (payable in full on application in Hong Kong dollars) | | Nominal Value | : RMB1.00 per H Share | | Stock Code | : 3750 |
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order)
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order)
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 "Appendix VII — Documents Delivered to the Registrar of Companies and Available on Display" to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any other document referred to above.
The Offer Price may be fixed by agreement between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) at any time between Tuesday, May 13, 2025 and Friday, May 16, 2025 and in any event no later than 12:00 noon on Friday, May 16, 2025. If, for any reason, the Offer Price is not agreed by 12:00 noon on Friday, May 16, 2025 (Hong Kong time) between the Overall Coordinators (for themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. The Offer Price will be no more than HK$263.00 per Offer Share unless otherwise announced.
The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters, and with our consent) may, where considered appropriate and with our consent, reduce the number of the Hong Kong Offer Shares stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of the Hong Kong Offer Shares will be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.catl.com as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day for lodging applications under the Hong Kong Public Offering. For details, see "Structure of the Global Offering" and "How to Apply for the Hong Kong Offer Shares."
Prior to making an investment decision, prospective investors should carefully consider all of the information set out in this prospectus, including but not limited to the risk factors set out in the section headed "Risk Factors" in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, the Hong Kong Offer Shares, are subject to termination by the 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. For details, see "Underwriting — Underwriting Arrangements — Hong Kong Public Offering — Grounds for Termination."
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 in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the public in relation to the Hong Kong Public Offering.
This Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the "HKEXnews > New Listings > New Listing Information" section, and our website at www.catl.com. If you require a printed copy of this Prospectus, you may download and print from the website addresses above.
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC's FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this Prospectus are identical to the printed Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this Prospectus is available online at the website addresses above.
Please refer to the section headed "How to Apply for the Hong Kong Offer Shares" for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table below.
If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Hong Kong Offer Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre-funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.
| No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | |---|---|---|---|---|---|---|---| | 100 | 26,565.24 | 3,000 | 796,957.06 | 50,000 | 13,282,617.76 | 700,000 | 185,956,648.50 | | 200 | 53,130.47 | 4,000 | 1,062,609.42 | 60,000 | 15,939,141.30 | 800,000 | 212,521,884.00 | | 300 | 79,695.71 | 5,000 | 1,328,261.78 | 70,000 | 18,595,664.86 | 900,000 | 239,087,119.50 | | 400 | 106,260.94 | 6,000 | 1,593,914.14 | 80,000 | 21,252,188.40 | 1,000,000 | 265,652,355.00 | | 500 | 132,826.18 | 7,000 | 1,859,566.49 | 90,000 | 23,908,711.96 | 1,500,000 | 398,478,532.50 | | 600 | 159,391.42 | 8,000 | 2,125,218.85 | 100,000 | 26,565,235.50 | 2,000,000 | 531,304,710.00 | | 700 | 185,956.65 | 9,000 | 2,390,871.20 | 200,000 | 53,130,471.00 | 2,500,000 | 664,130,887.50 | | 800 | 212,521.89 | 10,000 | 2,656,523.56 | 300,000 | 79,695,706.50 | 3,000,000 | 796,957,065.00 | | 900 | 239,087.12 | 20,000 | 5,313,047.10 | 400,000 | 106,260,942.00 | 3,500,000 | 929,783,242.50 | | 1,000 | 265,652.35 | 30,000 | 7,969,570.66 | 500,000 | 132,826,177.50 | 4,000,000 | 1,062,609,420.00 | | 2,000 | 531,304.71 | 40,000 | 10,626,094.20 | 600,000 | 159,391,413.00 | 4,421,000(1) | 1,174,449,061.45 |
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the White Form eIPO Service Provider (for applications made through the application channel of the White Form eIPO 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.
If there is any change to the expected timetable of the Hong Kong Public Offering, we will issue an announcement to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.catl.com.
Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, May 12, 2025
Latest time to complete applications under the White Form eIPO service through the designated website at www.eipo.com.hk (2) . . . . . . . . . . . . . . . . . . . . . . . . . 11:30 a.m. on Thursday, May 15, 2025
Application lists open (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Thursday, May 15, 2025
Latest time (a) to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) give electronic application instructions to HKSCC (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday, May 15, 2025
If you are instructing your broker or custodian who is a HKSCC Participant to submit electronic application instructions on your behalf through HKSCC's FINI system in accordance with your instruction, you are advised to contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian.
Application lists close (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday, May 15, 2025
Expected Price Determination Period (5) . . . . . . . . . . . . . . . . . . from Tuesday, May 13, 2025 to Friday, May 16, 2025
Announcement of: - the final Offer Price; - the level of applications of the Hong Kong Public Offering; - the level of indications of interest in the International Offering; and - the basis of allocation of the Hong Kong Offer Shares
to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.catl.com (6) . . . . . . at or before 11:00 p.m. on Monday, May 19, 2025
The results of allocations in the Hong Kong Public Offering (with successful applicants' identification document numbers, where appropriate) to be made available through a variety of channels as described in the section headed "How to Apply for the Hong Kong Offer Shares — Publication of Results," including:
on the website of the Stock Exchange at www.hkexnews.hk and our website at www.catl.com (6) respectively . . . . . . . . . . . at or before 11:00 p.m. on Monday, May 19, 2025
on the designated results of allocation website at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment) with a "search by ID" function . . . . . . . . . . . . . . . . . . . . . . from 11:00 p.m. on Monday, May 19, 2025 to 12:00 midnight on Sunday, May 25, 2025
from the allocation results telephone enquiry line at +852 2862 8555 between 9:00 a.m. and 6:00 p.m. . . . . . . . . . . . . . . from Tuesday, May 20, 2025 to Friday, May 23, 2025
Despatch of H Share certificates in respect of wholly or partially successful applications, or deposit of H Share certificate into CCASS, on or before (7) . . . . . . . . . . . . . . Monday, May 19, 2025
Despatch of White Form e-Refund payment (8) instructions and refund cheques in respect of wholly or partially successful applications or wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, May 20, 2025
Dealings in our H Shares on the Hong Kong Stock Exchange expected to commence at . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, May 20, 2025
(1) All dates and times refer to Hong Kong local time and dates unless otherwise stated.
(2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for making applications. If you have already submitted your application and obtained an application reference number from the designated website before 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for making applications, when the application lists close.
(3) If there is a "black" rainstorm warning, 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 Thursday, May 15, 2025, the application lists will not open on that day. For details, see "How to Apply for the Hong Kong Offer Shares — Severe Weather Arrangements."
(4) If you instruct your broker or custodian who is a HKSCC Participant to give electronic application instructions via FINI to apply for the Hong Kong Offer Shares on your behalf, you should contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.
本招股章程所载任何网站或网站所含任何信息均不构成本招股章程的组成部分。
H股股票只有在上市日期上午8时正方可成为有效产权凭证，上市日期预计为2025年5月20日（星期二）前后，但须全球发售在各方面均已成为无条件。投资者在收到H股股票之前或在H股股票成为有效产权凭证之前，根据公开发布的分配详情买卖本公司H股，须自行承担由此产生的全部风险。
白表电子退款付款指示╱退款支票将就香港公开发售项下全部或部分未获接纳的申请发出，亦将就最终发售价低于申请时每股发售股份应付价格的情况下全部或部分获接纳的申请发出。
符合亲身领取条件的个人申请人不得授权他人代为领取。如 贵公司为符合亲身领取条件的企业申请人，其获授权代表须出示载有 贵公司印章的授权书。个人及获授权代表均须于领取时向本公司H股股份过户登记处出示其认可的身份证明文件。
任何未被领取的H股股票及╱或退款支票将以普通邮递方式，按申请人风险，寄往相关申请书上所填写的地址。
通过白表电子新股认购服务申请并以单一银行账户支付申请款项的申请人，退款（如有）可能以白表电子退款付款指示方式存入其银行账户。通过白表电子新股认购服务申请并以多个银行账户支付申请款项的申请人，退款（如有）可能以划拨给申请人（或就联名申请而言，第一名申请人）的退款支票形式，按其申请指示所载地址以普通邮递方式寄出，风险由申请人自行承担。
就通过香港结算电子新股认购渠道申请香港发售股份的申请人而言，H股股票将以香港中央结算（代理人）有限公司提名人的名义发行，存入中央结算系统，并存入其指定香港结算参与者的股票账户。
就通过香港结算电子新股认购渠道申请的申请人而言，其经纪或托管人将安排退款至其指定银行账户，具体安排须视乎其与经纪或托管人之间的安排而定。
详情请参阅「如何申请香港发售股份——H股股票及申请款项退款的发送╱领取」。
上述预期时间表仅为摘要。阁下应仔细阅读「包销」、「全球发售架构」及「如何申请香港发售股份」各节，以了解全球发售架构及申请香港发售股份的条件和程序的详情。
This prospectus is issued by our Company solely in connection with the Hong Kong Public Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the Hong Kong Public Offering. This prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a public offering of the Hong Kong Offer Shares or the distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of this prospectus for the purposes of a public offering and the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your investment decision. The Hong Kong Public Offering is made solely on the basis of the information contained and the representations made in this prospectus. We have not authorized anyone to provide you with information that is different from what is contained in this prospectus. Any information or representation not contained nor made in this prospectus must not be relied on by you as having been authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Capital Market Intermediaries, the Joint Global Coordinators, the Joint Bookrunners and the Joint Lead Managers, any of the Underwriters, any of our or their respective directors, officers, employees, agents, or representatives of any of them or any other parties involved in the Global Offering.
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
WAIVERS AND EXEMPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HISTORY AND CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . .
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONNECTED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUBSTANTIAL SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . .
FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CORNERSTONE INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FUTURE PLANS AND USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STRUCTURE OF THE GLOBAL OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HOW TO APPLY FOR THE HONG KONG OFFER SHARES . . . . . . . . . . . . . . .
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION . . . . . . . . . . .
UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUMMARY OF PRINCIPAL LAWS AND REGULATORY PROVISIONS . . . . . . . . . . . . . . . . . . .
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES AND AVAILABLE ON DISPLAY . . . . . .
This summary aims to give you an overview of the information contained in this prospectus. As this is a summary, it does not contain all the information that may be important to you. You should read the entire document carefully before you decide to invest in the Offer Shares. There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in the section headed "Risk Factors." You should read that section carefully before you decide to invest in the Offer Shares.
We are a globally leading innovative new energy technology company, primarily engaged in the research, development, production, and sales of EV batteries and ESS batteries. We promote the transition from mobile and stationary fossil energy sources to sustainable alternatives, as well as creating integrated innovative solutions for new applications through advancements in electrification and intelligent technologies. As of December 31, 2024, we had established six major R&D centers and 13 battery manufacturing bases worldwide, with service outlets spanning 64 countries and regions. We have the broadest coverage of customer and end-user base globally. As of December 31, 2024, our EV batteries were installed in over 17 million vehicles, which represents one in every three EVs worldwide, and our ESS batteries were deployed in over 1,700 projects across the globe.
Leveraging decades of extensive experience we have accumulated in the lithium-ion battery industry, we have developed proprietary full-chain and highly efficient R&D capabilities, which lead to our comprehensive and advanced matrix of products and solution. It can be applied to passenger vehicle (PV), commercial vehicle (CV), front-of-the-meter (FTM) energy storage system, behind-the-meter (BTM) energy storage system, and emerging applications such as machinery, vessels, aircraft and others. Our products effectively meet the evolving and diverse needs of global customers.
We actively participate in the development of industry standards and subject matter research in the global lithium-ion battery industry, driving the industry's sustainable development. By the end of 2024, we are part of over 160 domestic and international industry associations, among others: the Global Battery Alliance, International Renewable Energy Agency, European Battery Alliance, and China Association of Automobile Manufacturers.
Through our relentless efforts, we are highly recognized by global customers and widely acclaimed in the market. Our major accomplishments include:
| Category | Achievement | |---|---| | EV Battery¹ | No. 1 Globally for 8 Consecutive Years | | | 37.9% Global Market Share in 2024 | | ESS Battery² | No. 1 Globally for 4 Consecutive Years | | | No. 1 in Non-China Markets in 2024 | | | 36.5% Global Market Share in 2024 | | Select Markets³ | 72% of the High-End Passenger EV Market in China | | | 80% of the E-Bus Market in China | | | 71% of the E-Truck Market in China | | | 27.0% in 2024 | | R&D⁴ | RMB71.8 Bn Cumulative R&D Spent from 2015 to 2024 | | | 43,354 Patents Authorized/pending | | Products | TECHNOBEST 2024 Award, AUTOBEST — Shenxing battery | | | The Best Inventions of 2022, TIME Magazine — Qilin battery | | Manufacturing | Largest Globally: 676 GWh Production Capacity, 2024 | | | World's Only 3 Lighthouse Factories in the Lithium-ion Battery Industry | | | DPPB Single-Cell Failure |
Notes: 1. The rankings and market shares are based on global EV battery usage volume, according to the GGII Report. The eight consecutive years refer to 2017 to 2024.
2. The rankings and market shares are based on global ESS battery shipment, according to the GGII Report. The four consecutive years refer to 2021 to 2024.
3. High-end passenger EV is defined as a vehicle priced over RMB250,000, according to the GGII Report. Market shares are calculated based on data in 2024.
4. The number of patents is as of December 31, 2024.
We are dedicated to providing best-in-class EV and ESS batteries and related solutions for global new energy applications, as outlined below:
| Category | Segment | Applications | Representative Products | |---|---|---|---| | EV Battery | Passenger Vehicle | BEV | Qilin | | | | PHEV | Shenxing | | | | | Freevoy | | | Commercial Vehicle | E-Bus | Tianxing | | | | E-LCV | Choco-Swap | | | | E-Truck | Skateboard Chassis | | ESS Battery | Front-of-the-Meter | | TENER | | | | | EnerOne | | | | | EnerC | | | Behind-the-Meter | | EnerD | | | | | UniC | | | | | Zero-Carbon Solutions | | Emerging Applications | Machinery | | QIJI Energy Swap | | | Vessels | | PU100 | | | Aircraft | | Others (…) |
此外，我们通过电池材料及回收业务，以及矿产资源的投资、开发和运营，确保电池生产关键上游资源和材料的供应。有关我们各业务板块的详细信息，请参阅"业务——我们的产品和解决方案"。
我们的创新具有三个战略方向：(i) 替代移动化石能源，(ii) 替代固定式化石能源，以及 (iii) 新应用的融合创新。我们将创新工作聚焦于电池材料与电化学、系统结构、绿色极限制造，以及商业模式创新。我们持续推出推动行业发展的新技术、新产品和新商业模式。详情请参阅"业务——我们的创新"。
我们的业务遍及全球。我们秉持"以客户为中心"的理念，与全球知名汽车整车厂、储能系统集成商、项目开发商或运营商建立了多项长期深度战略合作关系。根据高工产研（GGII）报告，截至2024年底，全球按电动汽车销量排名前十的汽车整车厂中，有九家是我们的客户。我们的汽车整车厂客户包括宝马（BMW）、梅赛德斯-奔驰（Mercedes-Benz）、Stellantis、大众（Volkswagen）、福特（Ford）、丰田（Toyota）、现代（Hyundai）、本田（Honda）、沃尔沃（Volvo）、上汽（SAIC）、吉利（Geely）、蔚来（NIO）、理想（Li Auto）、宇通（Yutong）和小米（Xiaomi）。我们的储能系统客户及合作伙伴包括NextEra、Synergy、瓦锡兰（Wärtsilä）、Excelsior、Jupiter Power、Flexgen、国家能源集团（China Energy Group）、国家电力投资集团（State Power Investment Corporation）、中国华能集团（China Huaneng Group）、中国华电集团（China Huadian Group）和中国石油天然气集团（China National Petroleum Corporation）。我们进一步通过股权投资、合资企业及技术许可的方式深化与全球客户的合作。2024年，我们30.5%的营业收入来自海外市场。截至2024年12月31日，我们已在全球建立逾770个售后服务站网络，其中169个位于海外，持续为全球客户提供优质服务。
我们持续扩大全球业务版图，以回应不断变化的客户需求。截至2024年12月31日，我们在全球运营13个电池生产基地，包括11个主要国内生产基地，分别位于宁德（福建）、西宁（青海）、溧阳（江苏）、宜宾（四川）、肇庆（广东）、上海、厦门（福建）、宜春（江西）、贵阳（贵州）、济宁（山东）和洛阳（河南），以及两个海外生产基地——德国图林根工厂和匈牙利德布勒森工厂。我们位于德国图林根的生产基地已成为全球首家获得大众模组认证的电池制造商，以及欧洲首家获得大众电芯认证的电池制造商。此外，我们正积极筹备并推进与Stellantis N.V.在西班牙合资建厂事宜，以及在印度尼西亚开展电池价值链项目。为积极推进全球化战略，我们着力加强海外运营支持、供应链拓展、资源与回收业务，以及国际人才引进等工作，旨在构建高效的跨国运营体系。
多年来，我们取得了稳健且高质量的财务业绩。截至2022年、2023年及2024年12月31日止年度，我们的营业收入分别为人民币3,286亿元、人民币4,009亿元及人民币3,620亿元。我们的营业收入由2023年的人民币4,009亿元下降9.7%至2024年的人民币3,620亿元，主要原因是尽管电动车电池和储能电池的销售量有所增加，但由于包括碳酸锂在内的原材料价格下降，我们相应下调了平均销售价格。在此期间，我们的盈利能力持续提升，年度利润持续增长。截至2022年、2023年及2024年12月31日止年度，我们的年度利润分别为人民币335亿元、人民币473亿元及人民币553亿元，同比增幅分别为41.5%和16.8%。截至2022年、2023年及2024年12月31日止年度，我们的净利润率分别为10.2%、11.8%及15.3%。同期，我们的加权平均净资产收益率（ROE）分别为24.7%、24.3%及24.7%。
我们始终保持稳健的现金流状况。截至2022年、2023年及2024年12月31日止年度，经营活动产生的现金流量净额分别为人民币612亿元、人民币928亿元及人民币970亿元。
我们积极推动落实联合国可持续发展目标。作为联合国全球契约（"UNGC"）成员，我们全力支持其在人权、劳工、环境和反腐败四大领域的十项原则。我们建立了一套可持续发展治理架构，将上述原则融入日常运营，确保可持续发展工作得到有效推进。
Meanwhile, we continuously enhance the transparency of our external communications, conveying our sustainability values and concepts to a broader range of stakeholders. As of the Latest Practicable Date, we had published annual Corporate Social Responsibility and/or ESG reports for seven consecutive years. We conduct regular identification and analysis of material ESG topics, and conduct a review of material topic results of the previous year in accordance with the latest ESG regulations and policies, while also considering external stakeholder focus and industry practices.
We consider climate change and carbon emissions as essential factors for our sustainable development. In 2023, we released our "Zero Carbon Strategy" setting clear carbon neutrality goals: achieving carbon neutrality by 2025 in our core operations and by 2035 across the value chain. We continue to enhance our ecosystem and biodiversity protection strategies, formulating and publishing our "Biodiversity Commitment" and "Forest Resource Conservation Commitment." Adhering to a philosophy of seamlessly integrating business development with social responsibility, we actively participate in community development, educational support, disaster relief, environmental protection, and social welfare initiatives. Through dedicated charitable funds and financial donations, we fulfill our corporate citizenship responsibilities and promote social value cocreation.
We continuously enhance our ESG practice and have achieved steady improvement of ESG rating in recent years. We successfully maintain industry-wide leading positions in various mainstream ESG ratings.
We believe the following strengths position us well to capitalize on future opportunities and deliver continued growth:
- Leading global footprint with unparalleled capabilities.
Guided by the three strategic directions and four innovative systems, we drive the development of our business. We are committed to battery technology innovation and large-scale commercial deployment, continuously expanding the applications of EV and ESS batteries. Through integrated innovation and zero-carbon solutions, we aim to reduce society's dependence on fossil fuels and contribute to global sustainable development.
Our three strategic directions center around Electrochemical Energy Storage + Renewable Energy Generation, EV Battery + NEV, and Electrification + Intelligentization. Innovation serves as the driving force behind our sustainable development. Guided by our three strategic directions, we have established four innovative systems: "Battery Materials and Electrochemistries Innovation," "System Structure Innovation," "Green Extreme Manufacturing Innovation," and "Business Model Innovation" to support our business development. We promote the four innovative systems through "open innovation."
Our EV battery customers primarily consist of domestic and international automotive OEMs. Our ESS battery customers and partners mainly comprise ESS integrators and ESS project developers and operators. In 2022, 2023 and 2024, our revenue from the five largest customers in each year accounted for 35.3%, 36.8% and 37.0% of our total revenue in the year, respectively; and revenue from our largest customer in each year accounted for 11.6%, 12.5% and 15.0% of our total revenue in the year, respectively.
During the Track Record Period, our purchases from the five largest suppliers in each year accounted for 21.3%, 20.3% and 16.3% of our total purchases in the respective year; and purchases from our largest supplier in each year accounted for 5.4%, 5.3% and 6.0% of our total purchases in the respective year.
To the best knowledge of our Directors, none of our Directors, their respective associates or any Shareholder who owns more than 5% of the issued share capital of our Company immediately following the completion of the Global Offering had any interest in our five largest customers and suppliers in each year during the Track Record Period.
The following tables set forth summary financial data from our financial information during the Track Record Period, extracted from the Accountants' Report as set out in Appendix I to this prospectus. The summary financial data set forth below should be read together with, and is qualified in its entirety by reference to, our financial statements in this prospectus, including the related notes. Our consolidated financial information was prepared in accordance with the International Financial Reporting Standards ("IFRSs").
The following table sets forth a summary of our consolidated statements of profit or loss for the years indicated.
| | For the year ended December 31, | | | | | | |---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | | | RMB'000 | % of revenue | RMB'000 | % of revenue | RMB'000 | % of revenue | | Revenue | 328,593,988 | 100.0 | 400,917,045 | 100.0 | 362,012,554 | 100.0 | | Cost of sales | (270,629,780) | (82.4) | (323,982,130) | (80.8) | (273,518,959) | (75.6) | | Gross profit | 57,964,208 | 17.6 | — | — | 88,493,595 | 24.4 | | Research and development expenses | (15,510,453) | (4.7) | (18,356,108) | (4.6) | (18,606,756) | (5.1) | | Administrative and other operating expenses | — | — | — | — | — | — | | Selling expenses | — | — | — | — | — | — | | Other income | — | — | — | — | — | — | | Other gains and losses, net | — | — | — | — | — | — | | Impairment losses | — | — | — | — | — | — | | Finance costs | — | — | — | — | — | — | | Share of results of associates and joint ventures, net | — | — | — | — | — | — |
概要 收入 于业绩记录期间，我们的收入主要来自电动车电池、储能电池、电池材料及回收以及电池矿产资源。下表列示所示年度按产品类型划分的收入明细。
电动车电池 236,593,497 储能电池 44,980,277 电池材料及 回收 26,031,514 电池矿产资源 4,508,633 其他（1） 16,480,067
主要包括来自以下方面的收入：（i）原材料及废旧材料销售；及（ii）提供研发服务。
我们销售的电动车电池主要包括电池芯、电池模组/机架及电池包。我们的电动车电池销售收入由2022年的人民币2,366亿元增加20.6%至2023年的人民币2,853亿元，主要受客户对我们产品需求增加所推动。我们的电动车电池销售收入由2023年的人民币2,853亿元减少11.3%至2024年的人民币2,530亿元，主要由于我们响应包括碳酸锂在内的原材料价格下跌而下调平均销售价格所致，尽管销售量有所增加。于业绩记录期间，我们电动车电池的销售量持续增长，主要归因于：（i）我们在电动车电池领域的技术优势、规模经济及强大的客户基础；及（ii）新能源汽车行业的快速扩张，推动全球对电动车电池的持续需求增长。
我们的储能电池销售收入由2022年的人民币450亿元增加33.2%至2023年的人民币599亿元，主要受客户对我们产品需求增加所推动。我们的储能电池销售收入由2023年的人民币599亿元减少4.4%至2024年的人民币573亿元，主要由于我们响应包括碳酸锂在内的原材料价格下跌而下调平均销售价格所致，尽管销售量有所增加。于业绩记录期间，我们储能电池的销售量持续增长，主要归因于：（i）我们在储能电池领域的技术优势、规模经济及强大的客户基础；及（ii）各国清洁能源转型举措推动储能电池市场需求持续强劲增长。上述举措推动风能及太阳能装机容量占比持续提升，对电力系统灵活性要求不断提高，储能技术不断进步，以及储能成本持续下降。
概要 毛利及毛利率 下表列示所示年度按产品类型划分的毛利及毛利率明细。
Our gross profit increased by 32.7% from RMB58.0 billion in 2022 to RMB76.9 billion in 2023, and further increased by 15.0% to RMB88.5 billion in 2024. Our gross profit margin increased from 17.6% in 2022 to 19.2% in 2023, and further increased to 24.4% in 2024. Our gross profit margin showed continued growth during the Track Record Period, mainly because (i) the unit economics of our battery products remained stable while increasing, driven by the scaled commercial application of our innovative products, such as Qilin battery and Shenxing battery, which gained wide customer recognition following their market launch; and (ii) the average selling price of our battery products was reduced in response to decrease in the cost of raw materials including lithium carbonate. This, combined with our stable and improving unit economics, led to the consequent increase of our gross profit margin.
For more information, please refer to "Financial Information — Description of Selected Components of Consolidated Statements of Profit or Loss — Gross Profit and Gross Profit Margin."
Our profit for the year increased by 41.5% from RMB33.5 billion in 2022 to RMB47.3 billion in 2023, and further increased by 16.8% to RMB55.3 billion in 2024. For details, see "Financial Information — Year-to-Year Comparison of Results of Operations."
The following table sets forth a summary of our consolidated statements of financial position as of the dates indicated:
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Current assets | 387,734,858 | 449,788,002 | 510,142,088 | | Non-current assets | 213,217,495 | 267,380,039 | 276,516,035 | | Total assets | 600,952,353 | 717,168,041 | 786,658,123 | | Current liabilities | 295,761,421 | 287,001,071 | 317,171,534 | | Non-current liabilities | 128,281,771 | 210,283,820 | 196,030,416 | | Total liabilities | 424,043,192 | 497,284,891 | 513,201,950 | | Net current assets | 91,973,437 | 162,786,931 | 192,970,554 | | Net assets | 176,909,161 | 219,883,150 | 273,456,173 |
During the Track Record Period, our net assets continued to increase. Our net assets increased from RMB176.9 billion as of December 31, 2022 to RMB219.9 billion as of December 31, 2023, mainly because (i) we recorded profit for the year of RMB47.3 billion in 2023 and (ii) the capital injection from our Shareholders in the same year resulted in an increase in net assets of RMB28.0 billion, partially offset by dividends declared of RMB6.6 billion.
Our net assets increased from RMB219.9 billion as of December 31, 2023 to RMB273.5 billion as of December 31, 2024, mainly because we recorded profit for the year of RMB55.3 billion in 2024, partially offset by dividends declared of RMB27.9 billion.
For details of the fluctuation in key items of our consolidated statements of financial position and net current assets during the Track Record Period, see "Financial Information — Discussion of Certain Key Items of Consolidated Statements of Financial Position."
The following table sets forth a summary of our consolidated cash flow statements for the years indicated.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Net cash generated from operating activities | 61,208,844 | 92,826,125 | 96,990,344 | | Net cash used in investing activities | (64,139,843) | (29,187,763) | (48,875,311) | | Net cash generated from/(used in) financing activities | 82,266,431 | 14,716,362 | (14,524,234) | | Net increase in cash and cash equivalents | 79,335,432 | 78,354,724 | 33,590,799 | | Cash and cash equivalents at beginning of the year | 75,505,735 | 157,629,318 | 238,165,487 | | Effect of exchange rate changes | 2,788,151 | 2,181,445 | (1,596,552) | | Cash and cash equivalents at the end of the year | 157,629,318 | 238,165,487 | 270,159,734 |
The following table sets forth our key financial ratios as of the dates or for the years indicated.
| | For the year ended/as of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | Net profit margin | 10.2% | 11.8% | 15.3% | | Weighted average return on equity (ROE)(1) | 24.7% | 24.3% | 24.7% | | Current ratio(2) | 1.3 | 1.6 | 1.6 | | Quick ratio(3) | 1.1 | 1.4 | 1.4 | | Debt-to-asset ratio(4) | 70.6% | 69.3% | 65.2% | | Interest-bearing debt ratio(5) | 16.8% | 17.6% | 17.4% | | Operating cash flow conversion ratio(6) | 1.8 | 2.0 | 1.8 |
(1) Weighted average return on equity (ROE) is calculated by dividing the profit attributable to owners of the Company for the year by the monthly weighted average of equity attributable to owners of the Company.
(2) The current ratio is calculated as current assets divided by current liabilities as of the relevant date.
(3) The quick ratio is defined as current assets minus inventories, divided by current liabilities as of the relevant date.
(4) The debt-to-asset ratio is calculated by dividing the total liabilities by the total assets as of the relevant date.
(5) The interest-bearing debt ratio is calculated as interest-bearing debt divided by total assets as of the relevant date.
(6) Operating cash flow conversion ratio is defined as the ratio of the cash flow generated from operating activities during the year over the profit for the same year.
Our operations and the Global Offering involve certain risks and uncertainties, including (i) risks relating to our industry and business, (ii) risks relating to financial, accounting and tax matters, (iii) risks relating to our operations, (iv) risks relating to government regulations, and (v) risks relating to the Global Offering, which are set out in the section headed "Risk Factors" in this prospectus. You should read that section in its entirety carefully before you decide to invest in the Offer Shares. Some of the major risks we face include, but are not limited to: (i) the demand in the end markets of our industry is constantly changing. If we are unable to respond effectively to these changes, our business, results of operations and financial condition will be materially and adversely affected, (ii) if we fail to maintain technology leadership in the battery industry, our operating results may be adversely affected, (iii) we face risks of changing new energy industry policies, (iv) our business faces competition, (v) we may face risks if there are quality issues with our products, (vi) if we are unable to retain our existing customers or attract new customers, our business, financial condition and results of operations could be materially and adversely affected, (vii) we face uncertainties and risks in overseas manufacturing and operations, and (viii) price fluctuation and inadequate supply of materials and equipment for our production could adversely affect our business, financial condition and results of operations.
摘要 近期发展及无重大不利变化 近期发展 产品发布 2025年4月21日，我们发布了三款重要产品，在产品性能、化学体系及电池包配置方面实现了多维度的突破与创新。其中：第二代神行电池以超快充电为特色，代表产品性能的突破，是全球首款兼具800公里续航里程与12C峰值充电倍率的磷酸铁锂电池；钠电池（Naxtra battery）实现化学体系的突破，是全球首款量产钠离子动力电池，在极寒条件下仍能保持高能量保持率，并在严格测试中展现出卓越的安全性能；双/多芯电池则在化学体系与电池包配置方面实现双重突破，通过多种化学体系的灵活组合，以及跨体系、跨容量、跨电压的自由配置，克服了单一化学体系的局限，同时发挥协同优势，适用于不同地区、终端应用场景及价格区间，全面满足客户与终端用户的需求。
监管动态 2025年以来，美国政府宣布了针对多个国家或地区及行业的若干关税政策及相关新规，由此对各国经济发展及全球贸易造成不确定性。具体而言，美国政府对来自中国进口商品加征的额外关税自2025年3月4日起已提高至20%。2025年3月26日，美国政府宣布依据1962年《贸易扩展法》第232条授权，对所有国家进口的汽车及特定汽车零部件征收25%的关税。2025年4月，美国宣布对所有进口至美国的商品征收新的对等关税，并随后多次作出修订。上述关税政策仍处于快速演变之中。目前，我们无法准确评估此类政策对我们业务的潜在影响，我们将密切关注相关动态。有关上述关税政策的详情，另请参阅"风险因素——与我们运营相关的风险——影响国际贸易与投资等方面的政策法规可能对我们的业务及经营业绩产生不利影响"。
截至2025年3月31日止三个月的未经审计财务信息 我们的营业收入由2024年第一季度的人民币798亿元增加6.2%至2025年同期的人民币847亿元，主要受客户对我们产品需求持续增长所驱动。我们的电动汽车电池销售收入由2024年第一季度的人民币554亿元增加14.0%至2025年同期的人民币632亿元，主要归因于电动汽车电池销量的强劲增长，但部分被电动汽车电池平均售价下降所抵消。我们的储能电池销售收入由2024年第一季度的人民币136亿元减少15.3%至2025年同期的人民币115亿元，主要原因是我们为响应包括碳酸锂在内的原材料价格下降而下调了储能电池平均售价，尽管销量持续增长。
摘要 我们的销售成本由2024年第一季度的人民币612亿元增加4.6%至2025年同期的人民币640亿元，主要由于销量增加，但部分被原材料价格下降所抵消。
我们的毛利由2024年第一季度的人民币185亿元增加11.5%至2025年同期的人民币207亿元。我们的毛利率由2024年第一季度的23.3%提升至2025年同期的24.4%，实现了小幅改善。
我们的期间利润由2024年第一季度的人民币113亿元增加31.9%至2025年同期的人民币149亿元，主要归因于2024年销量增长推动营业收入增加，进而带动毛利提升。我们的净利润率分别为2024年及2025年第一季度的14.1%和17.5%，呈持续增长态势。
我们的总资产由2024年12月31日的人民币7,867亿元增加至2025年3月31日的人民币8,201亿元，主要反映了我们的业务增长。随着业务的扩展，我们的总负债由2024年12月31日的人民币5,132亿元增加至2025年3月31日的人民币5,310亿元。我们的净资产由2024年12月31日的人民币2,735亿元增加至2025年3月31日的人民币2,891亿元，主要归因于2025年第一季度录得人民币149亿元的净利润。
2025年第一季度，经营活动产生的现金净流入为人民币329亿元，主要归因于销售商品所得款项人民币1,111亿元，部分被以下项目所抵消：（i）支付材料及服务的现金人民币696亿元；及（ii）支付薪酬的现金人民币72亿元。
我们截至2025年3月31日止三个月的未经审计简明综合中期财务信息已由我们的申报会计师依据国际审计与鉴证准则理事会颁布的《国际审阅业务准则第2410号——由实体独立审计师执行的中期财务信息审阅》进行审阅。详情请参阅本招股说明书附录IA。
2024年度股息分配 我们的2024年度现金股息分配方案已于2025年4月8日举行的2024年度股东大会上审议批准，宣派每10股派发现金股息人民币45.53元（含税），向全体股东发放。本次股息分配已于2025年4月22日完成。
于2025年4月7日，本公司召开董事会会议，批准（其中包括）通过集中竞价方式进行股份回购的授权（"股份回购授权"）。根据股份回购授权，我们将动用40亿元至80亿元人民币的自有或募集资金，以不超过董事会批准股份回购决议前30个交易日A股平均交易价格150%的价格回购普通股。回购期限为股份回购授权获批后12个月内。根据股份回购授权，截至最后实际可行日期，我们已通过集中竞价方式完成回购6,640,986股股份，占同日本公司总股本的0.1508%，合计交易金额为人民币1,550,809,971元（不含交易费用）。
本公司董事确认，截至本招股说明书日期，自2024年12月31日（即本招股说明书附录一所载会计师报告所报告年度的截止日期）以来，本公司业务、财务状况及经营业绩均未发生重大不利变化，且自2024年12月31日以来亦未发生任何可能对本招股说明书附录一所载会计师报告中相关信息造成重大影响的事项。
| | 基于每股H股发售价港币263.00元 | |---|---| | 本公司H股市值 | 港币31,006.3百万元 | | 本公司A股市值(1) | 人民币1,045,294百万元 | | 未经审计的备考经调整合并每股有形净资产(2) | 人民币60.11元 |
(1) 按最后实际可行日期前五个营业日A股平均收盘价每股人民币233.32元，及截至最后实际可行日期A股总股本4,403,394,911股（扣除22,632,510股库存股）计算。
(2) 本公司每股归属于公司股东的未经审计备考经调整合并有形净资产，乃经本招股说明书附录二"未经审计备考财务信息"一节所述调整后得出，并以4,505,297,887股股份（即截至2024年12月31日已发行的4,403,466,458股股份，扣除截至2024年12月31日的16,063,071股库存股，加上117,894,500股发售股份）为基础，假设全球发售已于2024年12月31日完成，但不考虑本公司因行使发售规模调整权及超额配股权而可能配发及发行的任何股份、本公司因行使股权激励计划项下可能授予的任何期权而可能发行的任何股份，以及本公司可能发行或回购的任何股份。
(3) 未经审计备考经调整合并有形净资产未就本集团于2024年12月31日后订立的任何交易结果或其他交易作出调整。尤其需要指出的是，本集团归属于本公司股东的未经审计备考经调整合并有形净资产未考虑股东于2025年4月8日批准的人民币19,975,848,000元股息的支付。若上述股息宣派于2024年12月31日入账，则本集团归属于本公司股东的未经审计备考经调整合并每股有形净资产将为每股港币59.94元。有关未经审计备考经调整合并每股有形净资产的计算，请参阅本招股说明书附录二"未经审计备考财务信息"。
我们估计，按每股发售价263.00港元计算，在扣除承销佣金、费用及我们就全球发售应付的估计开支后，我们将从全球发售中获得约30,717.9百万港元的净所得款项，且假设发售规模调整权及超额配股权均未获行使。
• 约10%即3,071.8百万港元将用于营运资金及其他一般企业用途。
有关我们未来计划及全球发售所得款项用途的进一步资料，请参阅本招股章程「未来计划及所得款项用途」一节。
自2018年起，本公司已在深圳证券交易所创业板上市。自本公司在深圳证券交易所创业板上市至最后实际可行日期，本公司在任何重大方面均无违反深圳证券交易所规则及中国其他适用证券法律法规的重大情况，且就本公司董事在作出一切合理查询后所知，并无任何与本公司在深圳证券交易所合规记录相关的重大事项须提请投资者注意。本公司的中国法律顾问认为，本公司董事就合规记录所作的上述确认准确合理。根据联席保荐人进行的独立尽职调查，联席保荐人并无发现任何令其不同意董事就本公司在深圳证券交易所合规记录所作确认的事项。
本公司寻求在联交所上市，旨在进一步推进本集团的全球战略布局，建立国际资本运营平台，并提升综合竞争力。详情请参阅"业务——增长策略"及"未来计划及募集资金用途"。
就上市事宜，本公司已申请豁免严格遵守《上市规则》及《公司（清盘及杂项条文）条例》的若干规定。在本公司已申请的豁免及豁除中，本公司已向联交所及╱或证监会申请：(i) 豁免严格遵守《上市规则》第19A.18(1)条关于委任惯常居住于香港的独立非执行董事的规定；及 (ii) 豁除严格遵守《公司（清盘及杂项条文）条例》附表三第6段关于披露执行董事住宅地址的规定。详情请参阅"豁免及豁除"。
于记录期间，本公司就以下年度向股东宣派现金股息。
| 截至12月31日止年度 | 2022年 | 2023年 | 2024年 | |---|---|---|---| | | 人民币千元 | | | | 年度应付股息 | | | | | 中期股息 | 1,593,064 | – | – | | 末期及特别股息 | – | 6,154,689 | 27,458,131 |
于本招股说明书日期，本公司已悉数派付上述股息。
全球发售完成后，本公司可以现金或本公司章程细则所允许的其他方式分派股息。原则上，若符合现金股息条件，本公司优先以现金股息作为利润分配方式。当本公司存在重大投资计划或重大现金支出时，可以股权形式分派股息。未来是否宣派或派付股息及股息金额，将由本公司董事会酌情决定，并取决于多项因素，包括本公司的经营业绩、现金流量、财务状况、本公司附属公司向本公司派付现金股息的情况、业务前景、适用法律法规对本公司宣派及派付股息的限制，以及董事会认为重要的其他因素。股息的宣派、派付及金额均须符合本公司的组织章程文件及相关法律规定。本公司股东可批准任何股息宣派。
根据中国内地适用法律及本公司章程细则，本公司须在完成下列分配后，方可从税后利润中派付股息：弥补上一年度亏损；提取不低于税后利润10%的法定公积金；提取经股东大会批准的一定比例税后利润作为任意公积金。如无重大投资计划或重大现金支出，当年以现金分配的利润不得少于当年可分配利润的10%。同时，过去三年以现金累计分配的利润不得少于过去三年平均年度可分配利润的30%。
本公司须承担的上市费用估计约为28,830万港元（按每股发售价263.00港元计算），倘发售规模调整选项未获行使且超额配股权项下无股份获发行，则该等费用约占全球发售估计所得款项总额的0.93%。上市费用包括：(i) 与包销相关的费用（包括包销佣金）约为23,870万港元；及 (ii) 与包销无关的费用约为4,960万港元，其中包括：(a) 法律顾问及申报会计师的费用及开支约为2,440万港元；及 (b) 其他费用及开支约为2,520万港元。于记录期间，本公司并无产生任何上市费用。记录期间结束后，预计约1,110万港元将于本公司综合损益表中列支，预计约27,720万港元将于上市时作为权益扣减入账。本公司认为上述费用及开支均非重大，亦非异常偏高。上述上市费用为最后实际可行估计，仅供参考，实际金额可能与估计有所不同。
Contemporary Amperex Electric Ship Technology Limited (寧德時代電船科技有限公司), a company established on November 26, 2022 in the PRC, and one of our subsidiaries
has the meaning ascribed thereto under the Listing Rules, and unless the context requires otherwise, refers to the capital market intermediaries named in the section headed "Directors, Supervisors and Parties Involved in the Global Offering"
Contemporary Amperex Technology Hungary Korlátolt Felelősségű Társaság, a company incorporated on February 4, 2022 in Hungary, and one of our Major Subsidiaries
Fuding Contemporary Amperex Technology Limited (福鼎時代新能源科技有限公司), a company established on January 14, 2021 in the PRC, and one of our Major Subsidiaries
Contemporary Amperex Technology (Hong Kong) Limited, a company incorporated on April 1, 2016 in Hong Kong, and one of our Major Subsidiaries
Jiangsu Contemporary Amperex Technology Limited (江蘇時代新能源科技有限公司), a company established on June 30, 2016 in the PRC, and one of our Major Subsidiaries
Guangdong Ruiqing Contemporary Amperex Technology Limited (廣東瑞慶時代新能源科技有限公司), a company established on February 8, 2021 in the PRC, and one of our Major Subsidiaries
Ruiting Contemporary Amperex Technology (Shanghai) Limited (瑞庭時代(上海)新能源科技有限公司), a company established on May 24, 2021 in the PRC, and one of our Major Subsidiaries
Sichuan Contemporary Amperex Technology Limited (四川時代新能源科技有限公司), a company established on October 15, 2019 in the PRC, and one of our Major Subsidiaries
Contemporary Amperex Technology Thuringia AG, a company incorporated on September 11, 2018 in Germany, and one of our Major Subsidiaries
the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
Contemporary Amperex Technology Co., Limited (寧德時代新能源科技股份有限公司), a joint stock company with limited liability established on December 16, 2011, the A Shares of which have been listed on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750)
the Company Law of the PRC (《中華人民共和國公司法》), as amended, supplemented or otherwise modified from time to time
Regulation (EU) 2024/1252 of the European Parliament and of the Council of 11 April 2024 establishing a framework for ensuring a secure and sustainable supply of critical raw materials and amending Regulations (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1724 and (EU) 2019/1020
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
Regulation (EU) 2019/631 of the European Parliament and of the Council of 17 April 2019 setting CO₂ emission performance standards for new passenger cars and for new light commercial vehicles, and repealing Regulations (EC) No 443/2009 and (EU) No 510/2011 (recast)
the H Shares offered in the International Offering (subject to reallocation and the Offer Size Adjustment Option as described in "Structure of the Global Offering")
the offer of the International Offer Shares to investors (including professional investors in Hong Kong) conducted outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act, and to qualified institutional buyers in the United States in reliance on Rule 144A under the U.S. Securities Act, as further described in "Structure of the Global Offering — The International Offering" in this prospectus
the underwriters of the International Offering listed in "Underwriting — International Underwriters" in this prospectus
the underwriting agreement dated May 9, 2025 relating to the International Offering entered into by, among other parties, our Company, the Joint Sponsors, the Overall Coordinators and the International Underwriters, as further described in "Underwriting — Underwriting Arrangements — International Offering — International Underwriting Agreement" in this prospectus
the joint bookrunners of the Global Offering, being China International Capital Corporation Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., Morgan Stanley & Co. International plc, Bank of America Securities, Citigroup Global Markets Limited, HSBC, JPMorgan, Deutsche Bank AG, UBS AG, BNP Paribas, Haitong International Securities Company Limited, Merrill Lynch (Asia Pacific) Limited, CMB International Capital Limited, BOCOM International Securities Limited, Bank of Communications Co., Ltd. (Hong Kong Branch), Agricultural Bank of China Limited (Hong Kong Branch), China Construction Bank (Asia) Corporation Limited, China CITIC Bank International Limited, Guotai Junan Securities (Hong Kong) Limited, Mizuho Securities Asia Limited, OCBC Bank, SMBC Nikko Capital Markets Limited, Standard Chartered Bank and China Merchants Securities (HK) Co., Limited
China International Capital Corporation Hong Kong Securities Limited and Goldman Sachs (Asia) L.L.C.
May 6, 2025, being the latest practicable date prior to the printing of this prospectus for the purpose of ascertaining certain information contained herein
the date on which dealings in the H Shares on the Stock Exchange first commence, which is expected to be on or about May 20, 2025
our major subsidiaries as identified in "Appendix IV — Statutory and General Information — 7. Major Subsidiaries" in this prospectus
the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules
the final price per H Share (in HK dollars) at which the Hong Kong Offer Shares are to be subscribed under the Hong Kong Public Offering and the International Offer Shares are to be purchased under the International Offering (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%)
the indicative offer price range of HK$263.00 to HK$295.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%)
the option exercisable by the Overall Coordinators (on behalf of the International Underwriters) at any time from the Listing Date up to 30 days after the last day for the lodging of applications under the Hong Kong Public Offering to require our Company to allot and issue up to an aggregate of 57,576,700 additional H Shares (representing 15% of the total number of Offer Shares initially available under the Global Offering) at the Offer Price, for the purpose of covering over-allotments (if any) in the International Offering, as further described in "Structure of the Global Offering — The International Offering — Offer Size Adjustment Option" in this prospectus
China International Capital Corporation Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C. and Morgan Stanley & Co. International plc
the People's Republic of China, which for the purpose of this prospectus, excludes Hong Kong, Macau and Taiwan
the accounting standards for business enterprises and the related regulations promulgated by the MOF of the PRC
the date, expected to be on or about May 13, 2025, on which the Offer Price is to be determined by agreement between the Overall Coordinators (on behalf of the Underwriters) and our Company
the procedures for HKSCC Participants to apply for H Shares and settle payment therefor through FINI
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time
the super voting ordinary shares in the share capital of our Company with a nominal value of RMB1.00 each, where each Super A Share carries ten votes at any general meeting of the Shareholders
the three years ended December 31, 2024 and the information on the Track Record Period contained in this prospectus includes the three years from 2022 to 2024
the United States of America, its territories, its possessions and all areas subject to its jurisdiction
the application for the Hong Kong Offer Shares to be issued in your name by submitting applications online through the White Form eIPO service provider designated by our Company
In this prospectus, unless the context otherwise requires, amounts stated in US$ have been translated into HK$ at a rate of HK$7.8 to US$1.00 and amounts stated in RMB have been translated into HK$ at a rate of HK$1.083 to RMB1.00. No representation is made that any amounts in HK$, US$ or RMB could have been or could be converted at those rates or at any other rates or at all. This translation should not be construed as a representation that the amounts in question have been, could have been or could in the future be converted to US$, HK$ or RMB, as the case may be, at these or any other exchange rates.
In addition, certain amounts and percentage figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them, and figures shown as percentages in certain tables may not add up to 100% in all cases.
Solely for the purposes of this prospectus, "GWh" means gigawatt-hours, which is a measure of energy equal to one billion watt-hours, and "TWh" means terawatt-hours, which is a measure of energy equal to one trillion watt-hours.
the H Shares initially offered by our Company for subscription at the Offer Price pursuant to the International Offering together with, where relevant, any additional H Shares which may be issued by our Company pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option, subject to adjustment as described in "Structure of the Global Offering" in this prospectus
the offer of the International Offer Shares by the International Underwriters at the Offer Price outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act, as further described in "Structure of the Global Offering" in this prospectus
the underwriters expected to enter into the International Underwriting Agreement relating to the International Offering
the underwriting agreement expected to be entered into on or before May 19, 2025 by, among other parties, our Company, the Joint Sponsors, the Overall Coordinators, and the International Underwriters, as further described in "Underwriting — Underwriting Arrangements — International Offering — International Underwriting Agreement" in this prospectus
the joint bookrunners, the joint global coordinators, and the joint lead managers as named in "Directors, Supervisors and Parties Involved in the Global Offering" in this prospectus
the joint sponsors as named in "Directors, Supervisors and Parties Involved in the Global Offering" in this prospectus
May 7, 2025, being the latest practicable date for the purpose of ascertaining certain information in this prospectus prior to its publication
the date expected to be on or about Tuesday, May 20, 2025, on which dealings in our H Shares first commence on the Stock Exchange
the Guide for New Listing Applicants as published by the Stock Exchange, as amended, supplemented or otherwise modified from time to time
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
the stock exchange (excluding the option market) operated by the Stock Exchange, which is independent from and operated in parallel with the GEM of the Stock Exchange
the major subsidiaries of our Company listed in "History and Corporate Structure — Our Major Subsidiaries"
Ningbo Brunp Recycling Technology Co., Ltd. (宁波邦普循环科技有限公司), a company established on December 2, 2019 in the PRC, and one of our Major Subsidiaries
the final offer price per Hong Kong Offer Share in Hong Kong dollars (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%) at which Offer Shares are to be subscribed for and issued pursuant to the Global Offering as described in "Structure of the Global Offering — Pricing" in this prospectus
the Hong Kong Offer Share(s) and the International Offer Share(s), together, where relevant, with any additional H Shares which may be issued by our Company pursuant to the exercise of the Offer Size Adjustment Option and/or the Over-allotment Option
the option under the Hong Kong Underwriting Agreement, exercisable by the Company with the prior written agreement between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) on or before the execution of the Price Determination Agreement, pursuant to which the Company may issue and allot up to an aggregate of 17,684,100 additional H Shares (representing in aggregate approximately 15.0% of the Offer Shares initially being offered under the Global Offering) at the Offer Price, to cover additional market demand, as described in "Structure of the Global Offering — Offer Size Adjustment Option"
the overall coordinators as named in "Directors, Supervisors and Parties Involved in the Global Offering"
the option expected to be granted by our Company to the International Underwriters, exercisable by the Overall Coordinators (for themselves and 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 17,684,100 additional H Shares (representing in aggregate approximately 15.0% of the Offer Shares initially being offered under the Global Offering assuming the Offer Size Adjustment Option is not exercised at all) or up to 20,336,700 additional H Shares (representing in aggregate approximately 15.0% of the Offer Shares being offered under the Global Offering 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. For details, see "Structure of the Global Offering — Stabilization" in this prospectus
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》) released by the CSRC on February 17, 2023 and took effect on March 31, 2023
the date, which may be any time between Tuesday, May 13, 2025 and Friday, May 16, 2025 and in any event no later than 12:00 noon on Friday, May 16, 2025, on which the Offer Price is to be fixed for the purposes of the Global Offering
an advanced proprietary battery production line developed by CATL based on cutting-edge technologies
Ruihua Investment (Hong Kong) Company Limited, a private limited company incorporated in Hong Kong and wholly owned by Mr. Zeng Yuqun as of the Latest Practicable Date
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
the Securities Law of the PRC (《中華人民共和國證券法》), as amended, supplemented or otherwise modified from time to time
ordinary share(s) of our Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares
restricted stock(s) and/or stock option(s) granted under the Share Incentive Plans (as the case may be)
the share incentive plans of our Company currently in effect, including the 2021 Share Incentive Plan, the 2022 Share Incentive Plan and the 2023 Share Incentive Plan
a securities trading and clearing links program developed by the Hong Kong Stock Exchange, Shenzhen Stock Exchange, HKSCC and China Securities Depository and Clearing Corporation Limited for mutual market access between Hong Kong and Shenzhen
The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
the Codes on Takeovers and Mergers and Share Buybacks issued by the SFC, as amended, supplemented or otherwise modified from time to time
United Auto Battery Co., Ltd. (時代上汽動力電池有限公司), a company established on June 8, 2017 in the PRC, and one of our Major Subsidiaries
the United States of America, its territories, its possessions and all areas subject to its jurisdiction
the United States Securities Act of 1933, as amended and supplemented or otherwise modified from time to time, and the rules and regulations promulgated thereunder
the application for Hong Kong Offer Shares to be issued in the applicant's own name by submitting applications online through the designated website of White Form eIPO Service Provider at www.eipo.com.hk
Xiamen Ruiting Investment Co., Ltd. (廈門瑞庭投資有限公司), a limited liability company established in the PRC and owned as to 55% by Mr. Zeng Yuqun and 45% by Ruihua Investment as of the Latest Practicable Date
the restricted stock and stock option incentive plan approved and adopted by Shareholders of our Company on November 12, 2021, the principal terms of which are set out in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus
the restricted stock and stock option incentive plan approved and adopted by Shareholders of our Company on September 5, 2022, the principal terms of which are set out in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus
the restricted stock incentive plan approved and adopted by Shareholders of our Company on August 24, 2023, the principal terms of which are set out in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus
a lithium-ion battery that uses lithium nickel cobalt manganese oxide (LiNiCoMnO 2) as the cathode material
plug-in hybrid electric vehicle, a type of vehicle propelled by an internal combustion engine and a battery electric motor, which can be externally charged
a type of lithium-ion battery that uses a hybrid electrolyte system combining both solid and liquid electrolytes
an integrated vehicle platform that combines the battery, electric motors, and other key components into the chassis
state of X, a set of indicators for battery state, which may include state of health (SOH), state of charge (SOC), state of power (SOP) and others
a network of decentralized, medium-scale power generating units such as wind farms, solar parks, and combined heat and power (CHP) units, as well as flexible power consumers and storage systems
a manufacturing facility that achieves net zero direct or indirect carbon emissions through energy efficiency improvements and use of clean energy
GLOSSARY Unless otherwise indicated, the following abbreviations and acronyms appear throughout this prospectus:
| Abbreviation | Full Name (Chinese) | Full Name (English) | |---|---|---| | CATL or the Company | 宁德时代新能源科技股份有限公司 | Contemporary Amperex Technology Co., Limited | | ATL | 新能源科技有限公司 | Amperex Technology Limited | | BRUNP | 邦普循环科技有限公司 | BRUNP Recycling Technology Co., Ltd. | | CONTEMPORARY AMPEREX HONG KONG | 宁德时代香港有限公司 | Contemporary Amperex Hong Kong Limited | | CAES | 宁德时代新能源科技（香港）股份有限公司 | Contemporary Amperex Energy Service (Hong Kong) Co., Limited | | CATL EUROPE | 时代电气欧洲有限公司 | CATL Europe GmbH | | CATL GERMANY | 宁德时代德国有限公司 | CATL Germany GmbH | | CATL HUNGARY | 宁德时代匈牙利有限公司 | CATL Hungary Kft. | | CATL USA | 宁德时代美国有限公司 | CATL USA Inc. | | ERA | 时代电气股份有限公司 | Shengzhou ERA Electric Co., Ltd. | | CONTEMPORARY RUIPU | 瑞浦兰钧能源股份有限公司 | Contemporary Ruipu Energy Co., Limited | | SERES CATL | 赛力斯时代有限公司 | Seres CATL Co., Ltd. | | TIME SODIUM | 时代钠能有限公司 | Time Sodium Battery Co., Ltd. |
The following abbreviations appear throughout this prospectus in the context of regulation and otherwise:
| Abbreviation | Full Name | |---|---| | CBIRC | China Banking and Insurance Regulatory Commission | | CCC | China Compulsory Certificate | | CPCNPC | Communist Party of China National People's Congress | | CSRC | China Securities Regulatory Commission | | EIA | Environmental Impact Assessment | | HKEX | Hong Kong Exchanges and Clearing Limited | | MIIT | Ministry of Industry and Information Technology | | MOFCOM | Ministry of Commerce of the People's Republic of China | | MOF | Ministry of Finance of the People's Republic of China | | NDRC | National Development and Reform Commission | | NEV | New Energy Vehicle | | NPC | National People's Congress | | PBOC | People's Bank of China | | PRC | People's Republic of China | | SAC | Standardization Administration of China | | SAFE | State Administration of Foreign Exchange | | SAMR | State Administration for Market Regulation | | SAT | State Administration of Taxation | | SFC | Securities and Futures Commission of Hong Kong | | SFO | Securities and Futures Ordinance | | SHSE | Shanghai Stock Exchange | | SZSE | Shenzhen Stock Exchange | | VAT | Value-Added Tax |
profitability at the battery product unit level, calculated by deducting battery cost of sales from battery revenue and then dividing by battery sales volume
本招股书包含前瞻性陈述。凡非历史事实的陈述，包括有关我们未来意向、信念、预期或预测的陈述，均属前瞻性陈述。
本招股书载有若干有关我们及我们附属公司的前瞻性陈述及资料，该等陈述及资料以我们管理层的信念以及管理层所作假设及目前可供管理层使用的资料为基础。在本招股书中，词语"目标"、"预期"、"相信"、"可能"、"估计"、"预计"、"展望"、"拟"、"可"、"或"、"应"、"计划"、"潜在"、"预测"、"项目"、"寻求"、"应当"、"将"、"意愿"及这些词语的否定形式以及其他类似表述，凡涉及我们或我们的管理层时，旨在识别前瞻性陈述。该等陈述反映了我们管理层目前对未来事件、营运、流动性及资本资源的看法，其中部分可能无法实现或可能发生变化。该等陈述受若干风险、不确定性及假设所限，包括本招股书所述的其他风险因素。谨请阁下注意，依赖任何前瞻性陈述涉及已知及未知的风险与不确定性。我们面临的可能影响前瞻性陈述准确性的风险及不确定性包括但不限于以下各项：
本招股说明书中其他非历史事实的陈述。
在符合适用法律、规则及法规要求的前提下，我们没有、亦不承担任何义务就本招股说明书中的前瞻性陈述进行更新或以其他方式修订，无论是因新信息、未来事件或其他原因所致。鉴于上述及其他风险、不确定性及假设，本招股说明书中所讨论的前瞻性事件及情况可能不会按照我们预期的方式发生，甚至根本不会发生。因此，前瞻性陈述并不保证未来表现，您不应对任何前瞻性信息给予过度依赖。此外，纳入前瞻性陈述不应被视为我们就计划及目标将得以实现的任何声明。本招股说明书中所有前瞻性陈述均受本节谨慎性声明的限定。
在本招股说明书中，有关我们意图或董事意图的陈述或提及，均以本招股说明书日期为准。任何此类信息可能因未来发展而有所改变。
You should carefully consider all of the information in this prospectus, including the following risk factors before making any investment decision in relation to the H Shares. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The market price of the H Shares could fall significantly due to any of these risks, and you may lose all or part of your investment. The information given is subject to the cautionary statements in the section headed "Forward-Looking Statements."
We believe that there are certain risks involved in our operations, many of which are beyond our control. 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, financial condition and operating results. You should consider our business and prospects in light of the challenges we face, including the ones discussed in this section.
The demand in the end markets of our industry is constantly changing. If we are unable to respond effectively to these changes, our business, results of operations and financial condition will be materially and adversely affected.
We operate globally. Our business primarily focuses on the R&D, manufacturing and sales of EV batteries and ESS batteries.
EV batteries are primarily used in EV, including PV and CV, and the electrification of other emerging areas. The demand for electrification in these applications may fluctuate due to various factors, including but not limited to the macroeconomic environment, end-user preferences, cost efficiency, electrification technology and completeness of the infrastructure. These factors may affect the demand for EV and thus affect the demand for EV batteries, and as a result our EV battery business may not be able to maintain its growth rate during the Track Record Period, which may in turn have a material adverse effect on our business, results of operations and financial condition.
ESS batteries are widely adopted in both FTM and BTM applications. The demand for ESS batteries in these applications is affected by various factors, including but not limited to global power demand, global penetration rate of renewable energy sources such as wind and solar, demand for grid stability, technological improvement in relevant areas (such as safety and life cycle), as well as cost efficiency. These factors will affect the demand for ESS batteries, thus our ESS battery business may not be able to maintain its growth rate during the Track Record Period, which may in turn have a material adverse effect on our business, results of operations and financial condition.
If we fail to maintain technology leadership in the battery industry, our operating results may be adversely affected.
Since inception, we have consistently made significant investments in R&D, and achieved technology leadership in battery materials, battery systems, battery recycling and other related areas. Through these efforts, we have established industry-leading technological R&D capabilities.
The battery and new energy industries are at a stage of rapid development and technology innovation continues to emerge. We cannot guarantee that we will be able to timely adapt our R&D focus to technological and industry trends, successfully launch and commercialize new products, or complete our R&D goals within the anticipated time and budget. Meanwhile, industry players are investing in the R&D of innovative technologies. If our competitors develop new technologies that we fail to keep up with, these technologies may provide them with performance or price advantage over us, potentially undermining our technology leadership and competitive advantages. If any of these events occurs, our business, results of operations and financial condition could be materially and adversely affected.
We face risks of changing new energy industry policies.
To address global climate change challenges, countries and regions worldwide are increasingly emphasizing green and low-carbon, and sustainable development, and implementing supportive policies for green and low-carbon development and energy transition.
In mainland China, under the national carbon neutrality target, the government has promulgated, revised and updated policies to promote the development of non-fossil energy sources, comprehensively drive green energy transition, encourage the development of NEV and energy storage markets and guide high-quality development of lithium-ion battery industry. These policies, among other factors, drive the development and growth in the EV battery and ESS battery industries, and uncertainties and changes in level of support of such policies may affect our operations.
Outside of mainland China, many countries and regions have implemented policies to support the development of new energy industry and boost market demands, but there might be additional requirements or restrictions on such supportive policies. Changes in these policies or our failure to meet such conditions could adversely affect our operational results.
风险因素 我们的业务面临竞争。 我们在全球电动汽车电池及储能电池市场面临竞争。我们现有及潜在的竞争对手可能通过投入研发、扩大产能及积极开展销售和营销活动等措施寻求扩大其市场份额。竞争对手亦可能试图通过降价吸引客户或增加销售量。竞争压力可能对我们产品的需求及定价产生不利影响，进而影响我们的增长和市场份额。若我们未能有效参与竞争，可能无法维持或扩大市场份额，从而对我们的业务、经营业绩及财务状况产生不利影响。
若我们的产品存在质量问题，我们可能面临风险。 电池储存能量，对电动汽车和储能系统的性能与安全至关重要，因此产品质量极为重要。我们始终高度重视产品质量与安全，视其为运营的核心要素。我们的质量管理和风险控制体系贯穿产品全生命周期，涵盖产品设计、采购、生产、销售、使用及维护各环节。在记录期内，我们未发生任何重大产品质量或安全问题。然而，鉴于产品质量管控涉及复杂流程且难以管理，加之我们的产品生命周期较长，我们无法保证我们的产品不存在且将来不会出现任何质量问题。
我们电池产品若出现任何质量问题，可能导致产品性能受损、客户及/或订单流失，并降低我们的盈利能力。在严重情况下，我们可能需要召回产品或采取其他措施。此外，遭受损失的第三方可能对我们提出索赔或法律诉讼。上述任何事件均可能对我们的品牌和声誉造成不利影响。某些产品责任索赔可能源于我们向供应商采购的零部件存在缺陷。尽管我们可能就此类劣质材料或缺陷部件向供应商寻求赔偿，但此类努力可能耗费大量成本和时间，且最终可能徒劳无功。上述供应商可能无法就因缺陷及产品责任索赔导致我们所遭受的损失给予充分赔偿，甚至无法给予任何赔偿。
风险因素 若我们无法留住现有客户或吸引新客户，我们的业务、财务状况及经营业绩可能受到重大不利影响。 我们的电动汽车电池客户主要为国内外汽车整车制造商。我们的储能电池客户及合作伙伴主要包括储能系统集成商、项目开发商及运营商。
我们的产品质量和制造能力获得全球广泛认可。然而，我们未来的成功在很大程度上取决于我们维持和提升客户关系的能力。若我们因产品未能满足客户需求或市场需求，或由于其他各种因素而无法留住现有客户或在未来吸引新客户，我们的业务、财务状况及经营业绩将受到不利影响。
我们在海外制造和运营方面面临不确定性和风险。 除中国境内外，我们已在德国图林根州建立生产基地，并正在筹备和推进匈牙利工厂、与Stellantis N.V.在西班牙合资建设的工厂，以及在印度尼西亚的电池价值链项目。未来我们可能继续在海外建立电池及相关材料的生产基地。详情请参阅"业务——生产——生产基地"。上述海外生产基地的建设和运营受到各种风险和不确定性的影响，包括但不限于：
• 与海外制造和运营相关的其他障碍和风险。
Our success depends on our ability to protect our intellectual property rights. Intellectual property infringement by and disputes with third parties may adversely affect our business, financial condition and results of operations.
We regard our patents, know-how, proprietary technologies, trademarks, copyrights, domain names and other intellectual properties as critical to our business development and operations, and we rely on both intellectual property laws and contractual arrangements, and take a series of measures to protect our intellectual properties. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages as we expected. In addition, there can be no assurance that our patent applications will be approved, that any issued patents will adequately protect our intellectual property, or that such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Furthermore, we may not have sufficient intellectual property rights in all countries and regions due to lack of comprehensive intellectual property laws in certain regions, and our ability to protect our intellectual property rights differs by jurisdiction.
We may be a party to claims and litigation as a result of infringement by third parties of our intellectual property rights. Even when we sue the parties for such infringement, such lawsuits may have adverse consequences for our business. Any of such lawsuits may be time-consuming and costly to resolve and may divert our management's time and attention from our business. It could also result in a court or governmental agency invalidating, narrowing the scope of, or rendering our patents or other intellectual property rights involved in such lawsuits unenforceable which may significantly harm our business. Our products may infringe issued patents of third parties. If any of our products infringes a valid and enforceable patent, we may be prevented from selling, or choose to cease the sales of related products. Additionally, we may face liabilities to our customers, business partners or third parties for indemnification or other remedies in the event that they are sued for infringement in connection with their use of our products.
We carefully select suppliers and adopt relevant management policies. However, there can be no assurance that such measures will be sufficient to prevent suppliers from providing products with potential intellectual property issues, nor can we guarantee that we will be able to recover all damages or compensation from suppliers in respect of claims by third parties against us for such products or intellectual property infringement. If any of these events occur, our reputation could be damaged, and our business, financial condition and results of operations may be adversely affected.
Our brand may be counterfeited and imitated. We cannot assure that brand counterfeiting or imitation will not occur in the future or, if it does occur, that we will be able to identify or address the problem effectively or in a timely manner. Any occurrence of counterfeiting or imitation of our products or other infringement of our brand could adversely affect our reputation and brand.
尽管我们与员工签订了包含保密条款、竞业禁止条款和知识产权归属条款的劳动合同，我们无法保证这些协议不会被违反，也无法保证我们能够及时或在任何情况下就任何违约行为获得充分救济，或我们的专有技术、技术诀窍或其他知识产权不会以其他方式为第三方所知悉。同样，若我们招募了曾违反与其前雇主所签订的保密协议和/或竞业禁止条款的员工，我们可能面临此类员工以不当方式使用或披露商业秘密或其他专有信息的指控，该等信息的使用或披露可能违反其保密协议和/或竞业禁止条款，并以不当方式使我们受益。
我们在拓展新产品和新业务过程中面临潜在挑战与风险。
• 竞争对手对我们新产品和新业务的模仿或复制。
此外，当我们通过收购及其他方式拓展新业务时，可能遭遇其他风险和困难。详情请参阅"——我们的投资和收购可能无法实现预期收益"。
若我们未能获得开展运营和建设所需的政府审批或许可，我们的业务可能受到不利影响。
我们须就全球业务运营以及新项目和项目扩建取得若干许可证、许可（如投资许可）、登记、证书、审批及备案。此外，在新制造基地投产之前，可能须完成各项竣工检验和验收。
我们须满足各项具体条件，方可由政府主管部门签发或续签上述许可证、许可、登记、证书、审批及备案，或完成必要的检验和验收。我们无法保证能够及时适应不时生效的新法规，该等法规可能影响我们的业务运营；亦无法保证在未来获取和/或续签所有运营所需的许可证、许可、登记、证书、审批及备案的过程中，不会遭遇重大延误或困难，或能够及时完成，甚至无法完成。
因此，若我们未能获得或续签任何运营所需的政府审批，或在获得或续签过程中遭遇重大延误，我们将无法继续推进相关业务发展计划或生产活动，我们的业务、财务状况及经营业绩可能受到不利影响。
我们在生产过程中面临潜在的运营和安全风险。
我们在生产过程中面临多种潜在的运营和安全风险，包括但不限于：（i）社会动荡和劳资纠纷、环境事故或公共卫生突发事件；（ii）自然灾害（如火灾、洪涝、地震、台风及其他灾害）；（iii）水、电、气及电信等公用设施供应中断；（iv）因操作失误、设备故障或管理不当导致的生产事故或中断；或（v）矿产资源开采和精炼过程中可能发生的风险。上述风险可能导致制造设施损坏或毁坏、人员伤亡、环境损害、经济损失及法律责任。任何上述事件的发生均可能导致我们的运营中断，并使我们遭受重大损失或承担重大责任。
Any interruption to our operations may result in our inability to design and manufacture products as required by our customers and our inability to fulfill customers' orders in a timely manner or at all. This may result in financial loss and damages to our reputation, which will adversely affect our business, results of operations, and financial condition.
Our investments and acquisitions may not realize the expected benefits.
We have made certain investments and acquisitions along the battery value chain. Such investments and acquisitions may involve certain risks and uncertainties, including but not limited to failure to achieve expected business objectives (such as expanding business, securing supply and acquiring technologies), unanticipated costs, inadequate return on investment and issues not discovered during the due diligence, which may adversely affect our business, results of operations and financial condition.
In addition, we may expand into new businesses through investments or acquisitions. Upon completion of such investment or acquisition, we may devote resources to support its business development or conduct business integration. These activities involve certain risks and uncertainties, and therefore there can be no assurance that we will be able to realize the expected benefits.
We rely on third parties to provide logistics and warehousing services for our business. If these third parties fail to provide reliable and timely services, our business, financial condition and results of operations may be adversely affected.
We face complex environments in relation to logistics and warehousing, and therefore we engage competent suppliers to provide related services. The operations of these suppliers may be affected by various factors such as improper management, equipment breakdowns, commercial disputes, labor shortages or strikes and natural disasters. If any of these suppliers fails to provide reliable and timely services, or the price of such services increases significantly, the supply of our products may be interrupted or our logistics or warehousing costs may increase. In addition, we may not be able to identify suitable alternative suppliers, which could adversely affect our business, financial condition and results of operations.
Our insurance coverage may not be sufficient to cover all losses, which may increase our costs of operation.
Our current insurances include, among others, property insurance, product liability insurance, environmental pollution liability insurance and cargo transportation insurance. We do not, however, carry insurance in respect of certain situations that we believe are not insurable under industry norm, or which are not on commercially acceptable terms, if at all, such as those caused by war, tsunami, various environmental pollution, acts of terrorism, labor strikes and civil unrest. Accordingly, there can be no assurance that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. Any damages to our properties, such as fixed assets and inventories, that are not covered by insurance may result in substantial
losses for us. Nevertheless, we would remain obliged for any bank borrowings or other financial obligations related to these damaged properties. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be adversely affected.
We may need additional capital, but we may not be able to obtain financing on favorable terms or at all.
We primarily relied on cash flow generated from operating activities and financing activities to fund our business operations during the Track Record Period. We believe that considering our current cash and cash equivalents, anticipated cash flow from operating activities and estimated net proceeds from the Global Offering, we have sufficient funds to meet our anticipated cash needs for the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any launch of new products and services, exploration of new businesses, expansion into new countries and regions, various R&D activities and marketing initiatives or investments we may decide to pursue. If we fail to obtain sufficient cash flow from operating activities, we may need to obtain additional equity or debt financing. If such financing is not available to us on satisfactory terms or in a timely manner, our ability to operate and expand our business or to respond to competition could be adversely affected. Moreover, if we raise additional capital by issuing shares or securities convertible into equity securities, the ownership of our existing Shareholders may be diluted. In addition, our indebtedness may subject us to relevant covenants that restrict our operations and our ability to effectuate certain corporate decisions for our business and will require interest and principal payments for relevant indebtedness that could create additional cash demands and financial risk for us.
Fluctuations in exchange rates may result in foreign currency exchange losses and may have a material adverse effect on your investment.
A substantial portion of our revenue and cost of sales is denominated in RMB. However, as we also operate a part of our business in certain countries and regions outside of mainland China, and have certain debts and cash denominated in foreign currencies, we are exposed to risks associated with foreign currency exchange fluctuations.
Changes in the foreign exchange rates could affect the results of our overseas operations. Our revenue from overseas sales amounted to RMB76.9 billion, RMB131.0 billion and RMB110.3 billion in 2022, 2023 and 2024, respectively, accounting for 23.4%, 32.7% and 30.5% of our total revenue for the same years, respectively. Certain of our income from overseas sales is denominated in foreign currencies such as USD and EUR. In managing the foreign exchange risks, we implement natural hedges and certain hedging instruments. We decide to utilize certain hedging instruments, such as leveraging foreign exchange risk contracts during the Track Record Period, depending on the nature of the transaction and
financial market conditions to manage the associated foreign exchange risks, after conducting a detailed assessment. As of December 31, 2022, 2023 and 2024, our derivative financial instruments recorded as current assets amounted to RMB0.6 billion, nil and nil, respectively. As of the same dates, our derivative financial instruments recorded as current liabilities amounted to nil, RMB3.9 billion and RMB2.1 billion, respectively. We may maintain or further enhance our hedging policies in the future. However, the effectiveness of these hedging measures may be limited, and we may not be able to adequately cover our foreign exchange exposure or at all.
It is difficult for us to predict how external factors may impact the exchange rate of RMB to USD, EUR or other foreign currencies in the future. Further appreciation of RMB against foreign currencies may affect our overseas operations. On the other hand, if we decide to convert our RMB into Hong Kong dollars for dividends payment on our H Shares or for other business purposes, any depreciation of RMB against the Hong Kong dollar would have a negative effect on the value of, and any dividends payable on, our H Shares.
未能维持最优库存水平可能增加我们的库存持有成本或对我们的销售产生负面影响。 Failure to maintain optimal inventory levels could increase our inventory holding costs or negatively impact our sales.
Our inventories primarily include finished goods, work-in-progress and raw materials. As of December 31, 2022, 2023 and 2024, the balances of our inventories amounted to RMB76.7 billion, RMB45.4 billion and RMB59.8 billion, respectively. Our inventory turnover days were 78.8 days, 68.8 days and 70.2 days in 2022, 2023 and 2024, respectively. However, we may not be able to effectively manage our inventory level or to identify any excessive build-up or insufficient stock of inventory in our global operations. We may misjudge market demand. Inventory levels in excess of customer demand may result in inventory write-downs or write-offs, and the sale of excess inventory at discounted prices could impair the image of our brands and harm our gross margin; but if we underestimate the demand for our products, insufficient stock could result in delays in the shipment of our products, thereby impacting our ability to generate sales and cause damages to our reputation and relationships with our customers. Therefore, failure to maintain optimal inventory levels could increase our inventory holding costs or cause us to lose sales, either of which could adversely impact our business, financial condition and results of operations.
我们在收取客户应付贸易应收款及票据应收款方面面临信用风险。 We are subject to credit risk in collecting trade and bills receivables due from customers.
We generally grant a credit period within 60 days to our major customers. As of December 31, 2022, 2023 and 2024, the balances of our trade and bills receivables amounted to RMB61.5 billion, RMB65.8 billion and RMB64.3 billion, respectively. Our trade and bills receivables turnover days were 48.2 days, 57.9 days and 65.6 days in 2022, 2023 and 2024, respectively. There is no assurance that all such amounts will be settled on time or at all, and we are subject to credit risk in collecting the trade and bills receivables due from the customers. Our performance, liquidity and profitability may be adversely affected if amounts due to us are not settled on time or at all. The bankruptcy or deterioration of the credit condition of any of our major customers could also materially and adversely affect our business.
We may record impairments of non-financial assets (other than contract assets).
We may record impairments of non-financial assets (other than contract assets), which may adversely affect our financial condition and results of operations. Goodwill, intangible assets with indefinite useful life and intangible assets with those not yet available for use are tested for impairment at least annually, irrespective of whether there is any indication that they are impaired. All other assets are tested for impairment whenever there are indications that the asset's carrying amount may not be recoverable. We measure impairment by comparing the carrying value of the asset to the recoverable amount of such asset, which is the greater of the fair value less costs of disposal and the value in use. If the recoverable amount is less than the carrying amount of such asset, we recognize an impairment loss based on the recoverable amount of such asset. The application of impairment test to our non-financial assets also requires management judgment regarding such assets.
We have investments in associates and joint ventures, and our financial condition and results of operations may be affected by the fluctuation of share of results of such investments.
During the Track Record Period, we invested in certain associates and joint ventures, which were accounted for using the equity method. As of December 31, 2022, 2023 and 2024, the balances of our investments in associates and joint ventures were RMB17.6 billion, RMB50.0 billion and RMB54.8 billion, respectively.
Our equity investments may be subject to a variety of risks that are beyond our control, including but not limited to the risks that (i) the investee company incurs liabilities and expenses in excess of expectations and relevant negative matters that we fail to identify in our due diligence; (ii) the investee company is making a loss; (iii) the investee company fails to meet the conditions under which it may declare and pay dividends; or (iv) other shareholders of these associates and joint ventures have economic or business objectives that are inconsistent with ours, suffers financial difficulties, or is unable or unwilling to fulfill its obligations under the investment contract. If any of these events occur, our business, financial condition and results of operations may be adversely affected.
We are subject to liquidity risk associated with investments in associates and joint ventures, especially when no dividends are declared by such parties and investments in these vehicles not as liquid as other investment products. Large investment in an associate or a joint venture would require significant financial resources, resulting in significant cash outflow, increased debt financing, or both. As such, we may not be able to readily generate any cash flow from our investment in associates and joint ventures to fund our operations from time to time, or at all.
我们面临以公允价值计量的金融资产的公允价值变动风险。其价值波动将影响我们的经营业绩和财务状况。
于2022年、2023年及2024年12月31日，我们记录的以公允价值计量且其变动计入损益的金融资产（"FVTPL"）分别为人民币46亿元、人民币28亿元及人民币174亿元。于相同日期，我们记录的以公允价值计量且其变动计入其他综合收益的金融资产（"FVTOCI"）分别为人民币395亿元、人民币694亿元及人民币652亿元。FVTPL金融资产及FVTOCI金融资产的公允价值根据活跃市场中的报价、其他市场可观察输入值或采用估值技术的不可观察输入值厘定。详情请参阅本招股说明书附录一所载会计师报告附注21及附注22。
对于以FVTPL及FVTOCI计量的金融资产，超出我们控制范围的因素可能对我们所使用的市场可观察输入值产生重大影响并导致其出现不利变化，从而影响该等金融资产的公允价值。该等因素包括但不限于：整体经济状况、市场利率变动、资本市场稳定性、我们信用状况的变化及其他市场驱动变量。上述任何因素均可能导致公允价值波动或我们的估计与实际结果产生偏差，从而对我们的经营业绩和财务状况产生重大不利影响。此外，在市场可观察数据对特定金融资产而言并非容易获取的情况下，建立相关估值技术时需要进行判断和估计，这本身存在一定程度的不确定性。与我们估值相关的假设变动可能导致该等金融资产公允价值出现重大调整，进而对我们的财务状况和经营业绩产生重大不利影响。
我们的计息债务使我们面临与浮动利率债务相关的利率风险，且我们的债务水平可能使我们无法履行债务项下的相关义务，从而对我们筹集额外资金以资助运营的能力产生不利影响。
于业绩记录期间，我们有若干借款以为我们的业务运营和资本支出提供融资。我们预计未来可能继续如此，且我们的流动性风险可能上升。于2022年、2023年及2024年12月31日，我们的借款总额分别为人民币1,009亿元、人民币1,261亿元及人民币1,370亿元。于相同日期，该等借款的实际利率分别为每年0.65%至6.25%、1.20%至6.33%及1.74%至5.48%。
我们面临因利率波动而产生的利率风险。利率上升可能增加与我们未偿还浮动利率借款相关的利息支出，从而对我们的业务、经营业绩、财务状况及前景产生重大不利影响。
我们无法保证未来不会存在大量借款。高额借款可能：（i）使我们更难以履行相关债务项下的义务，令我们面临违约风险，继而对我们持续经营的能力产生负面影响；（ii）要求我们将更高比例的经营现金流用于偿还借款本金及利息，从而减少可用于其他用途（如营运资金、资本支出及其他企业用途）的现金流；（iii）在不利经济或行业状况下使我们承受更大压力；（iv）限制我们在规划战略目标或应对我们业务或所处行业变化方面的灵活性；（v）可能限制我们追求潜在战略业务机会；（vi）限制我们借入额外资金的能力；（vii）加大我们对利率波动的敞口；（viii）加大我们对不可预测不利事件的敞口，例如可能没有足够现金用于支付潜在产品责任及╱或用于升级我们生产所需技术或设备的费用；以及（ix）限制我们的财务预算，上述各项均将对我们的业务、经营业绩和财务状况产生重大不利影响。
由于上述契约及限制，我们的业务可能受到限制，且我们可能无法筹集额外债务或股权融资以有效参与竞争或把握新的业务机会。违反任何限制性契约可能导致相关债务项下的违约。一旦发生违约，相关贷款方可能要求立即还款。这反过来可能导致我们其他债务的交叉违约或加速还款。如我们部分或全部债务还款被加速并立即到期，我们可能没有足够资金偿还或再融资该等债务。
未能履行合同负债项下的义务可能对我们的经营业绩、流动性及财务状况产生重大不利影响。
当我们在转让相关商品或服务之前收到或应收客户款项时（以较早者为准），我们确认合同负债。于2022年、2023年及2024年12月31日，我们的合同负债分别为人民币294亿元、人民币301亿元及人民币332亿元。如我们无法履行合同负债项下的义务，该等合同负债金额将不会被确认为收入。因此，我们的经营业绩、流动性及财务状况可能受到重大不利影响。
If our current and future infrastructure, internal systems, operational processes, and control measures are unable to support our continuous business expansion, our business and prospects may be materially and adversely affected.
Our business has been growing in recent years, so has the scope of our business and number of employees. As we expand our product portfolio, customer base and geographical coverage, we will need to work with a larger number of suppliers and partners efficiently. We also need to continuously enhance and upgrade our infrastructure and technology, optimize our supplier management, refine our reporting systems and operational procedures, expand our employee base, train and incentivize our employees, and improve our internal control. All these efforts will require significant managerial, financial and human resources. We cannot assure you that such efforts will be successful. We cannot assure you that our current and future infrastructure, internal systems, operational procedures and internal control measures will be adequate and successful to support our expanding business or that our strategies and new business initiatives will be executed successfully. In addition, changes and developments taking place in industries that we operate in may also require us to re-evaluate our business model and adopt material changes to our long-term strategies and business plans. Our failure to adapt to these changes and developments and innovate may have a material adverse effect on our business, financial condition and results of operations. Even if we adapt to these changes and developments and innovate, we may nevertheless fail to realize the anticipated benefits of changes due to these measures, or our profitability may be harmed as a result.
Our success relies largely on the continued service of our senior management and key technical personnel. Any loss of key personnel may materially and adversely affect our business, financial condition and results of operations.
Management and R&D capabilities are one of the key factors for our business development and competitive advantages. Our sustainable growth relies heavily on our ability to maintain a highly skilled senior management and technical team. We place great emphasis on cultivating and recruiting management and technical talent to ensure effective coordination and successful implementation of our management and R&D activities. To maintain the motivation and stability of our core management and technical personnel, we have established incentive schemes that encourage technical innovation, effectively ensuring the stability of our R&D system and continuous improvement of our R&D capabilities. However, due to intense competition for talent, we may face risks of losing core management and technical personnel.
针对我们的任何诉讼、法律及合同纠纷、索赔或行政程序可能耗费大量成本和时间进行抗辩或和解，并可能对我们的声誉产生不利影响。
我们的业务面临客户、供应商、员工、政府机构及其他方以私人诉讼、行政程序、监管行动或其他诉讼形式提出纠纷、索赔或法律程序的风险。此类程序的结果难以评估。
此类程序中的索赔方可能寻求追偿大额或不确定金额，与此类纠纷相关的潜在损失规模可能在相当长的时间内仍不明朗。抗辩未来纠纷或程序的成本可能相当高昂，若因此类纠纷或程序而须对我们的业务运营作出调整，可能对我们的经营业绩产生负面影响。无论相关指控是否成立或我们最终是否被认定承担责任，此类纠纷或程序亦可能对我们的声誉造成不利影响。因此，任何重大纠纷或程序均可能对我们的业务、经营业绩、财务状况或声誉产生不利影响。
我们在产能建设方面面临风险。
我们未来的成功和增长潜力取决于我们有效管理产能及成功实施产能建设计划的能力。然而，我们无法保证该建设计划将按计划成功实施或取得商业成功。我们的产能建设计划亦可能受到大型建设项目通常相关风险所导致的中断，例如资金不足、未能获得监管机构的必要审批、恶劣天气条件、自然灾害、事故及不可预见的情况和问题，以及其他超出我们控制范围的因素。因此，我们可能无法按时完成既定产能建设。
我们可能成为第三方不公平竞争、骚扰或其他有害行为的对象，包括向监管机构投诉、发布负面社交媒体内容，以及公开散布与我们相关的恶意言论，从而损害我们的声誉并导致我们失去市场份额、客户和收入。
我们可能成为第三方不公平竞争、骚扰或其他有害行为的对象。此类行为包括向监管机构投诉、发布负面社交媒体内容，以及针对我们的恶意评价。我们可能因此类第三方行为而受到政府或监管机构的调查，并可能需要花费大量时间和承担高额成本以应对此类第三方行为，且我们无法保证能在合理期限内对每项指控作出确凿的反驳。此外，针对我们的指控可能由任何人散布，无论其是否与我们存在关联。
社交媒体通常在未核实所发布内容准确性的情况下发布相关内容，且不给予我们寻求补救或更正的机会。上述任何事件的发生均可能损害我们的声誉，进而导致我们失去客户和收入。
我们可能无法发现和防止员工、客户、供应商或第三方实施的欺诈或其他不当行为。
• 以其他方式未能遵守适用法律或我们的内部政策和程序。
我们的内部控制程序旨在监督我们的运营并确保整体合规。然而，此类内部控制程序可能无法及时或全面识别所有不合规情况或可疑交易。此外，我们为发现和防止欺诈及其他不当行为所采取的预防措施可能并不有效。我们无法保证未来不会涉及欺诈或其他不当行为。若发生此类欺诈或其他不当行为，可能对我们的声誉产生不利影响。
Policies and regulations affecting, among other things, international trade and investment may adversely affect our business and results of operations.
We have operations in a number of jurisdictions. Therefore, we must be in compliance with government policies affecting international trade and investment, including but not limited to investment controls and restrictions, capital regulations, economic or trade sanctions, import and export regulations, tariffs or foreign investment filings and approvals. These policies change from time to time and are subject to a high degree of uncertainty. For example, we face risks associated with changes in trade policies or tariff regulations. Recently, the U.S. government has been rolling out a series of tariffs and relevant new policies, affecting various countries or regions as well as industries. In particular, on September 13, 2024, the Office of the United State Trade Representative announced a plan to raise the additional tariff rate applicable to U.S. imports of lithium-ion EV batteries and lithium-ion non-EV batteries from China, pursuant to Section 301 of the Trade Act of 1974, to 25%, effective from September 27, 2024 and January 1, 2026, respectively. Starting from March 4, 2025, the additional tariffs on imports from China imposed by the U.S. government has been raised to 20%. On March 26, 2025, the U.S. government announced to impose a 25% tariff on automobiles and certain automobile parts imported from all countries pursuant to authority granted by Section 232 of the Trade Expansion Act of 1962. In April 2025, the U.S. announced new reciprocal tariffs on all imports into the United States and made several subsequent modifications. The aforementioned tariff policies have been rapidly evolving. In recent years, the contribution of our revenue generated from products that were directly exported to the U.S. from China were relatively limited, however we cannot predict how tariff policies in various countries may further evolve or anticipate any potential impacts of subsequent developments in such policies on our business. If we, our customers or other partners are therefore affected, our business, financial condition, results of operations and financing capability may be affected.
We noted that the U.S. Department of Defense ("DoD") included our Company in the list of Chinese Military Companies on January 7, 2025. We made a public response on the same day. We have never engaged in any military-related businesses or activities, therefore such designation by the DoD is a mistake. It does not restrict us from conducting business with entities other than a small number of U.S. governmental authorities, thus is expected to have no substantial adverse impact on our business. We are proactively engaging with DoD to address the false designation. We cannot guarantee that such attempts will be successful or that the relevant government agencies will not take any further actions. We may be subject to such actions, which may have a material adverse effect on our business and results of operations.
Our compliance and risk management systems may not be sufficient to protect us from credit, market, liquidity, operation and other risks.
Given our global business operations, we must comply with a broad range of legal and regulatory requirements in multiple jurisdictions and local operational business processes. We have established compliance and risk management systems that support our operational business processes to comply with laws and regulations. However, there can be no assurance that our compliance and risk management systems are adequate to address all applicable risks in every jurisdiction. Similarly, we can provide no assurance that such internal controls and systems of joint ventures and other business partners can be aligned with our own, and we may have to rely on their internal controls and systems for the compliance of their business practices.
In addition, the policies we have put in place to prevent direct or indirect acts of corruption, bribery, anti-competitive behavior, money laundering, breaches of sanctions, fraud, deception, tax evasion and other criminal or improper conduct may be insufficient to prevent such non-compliance.
The occurrence of any of these risks may result in reputational damages and material adverse legal consequences, including without limited to suspension or revocation of our relevant licenses related to business operation, revocation of qualifications of our management or employees, the imposition of fines or sanctions and penalties on us or the members of our management or employees and could lead to the assertion of damages claims by third parties or to other detrimental legal consequences, including civil and criminal penalties. If any of these risks were to materialize, this could also have a material adverse effect on our business, financial condition and results of operations, reputation or prospects.
Our operations rely on IT systems and networks, and any IT system failures, network disruptions or cybersecurity breaches may affect our business.
We rely extensively on IT systems, some of which are supported by third-party vendors, to manage and operate our business. If these systems malfunction, cease or experience interruptions in normal operations, experience security breaches or do not provide the anticipated benefits, our ability to manage our operations could be impaired, which could have an adverse impact on our operations and financial condition. If the software installed on the computers used by us and our employees is not properly authorized or licensed, we may be subject to claims or litigations from software vendors. We may be subject to IT system failures or network disruptions caused by natural disasters, accidents, power disruptions, telecom failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or other events. We have business continuity and disaster recovery ability, which may not be sufficient for managing operational disruptions resulting from circumstances beyond our control.
Our IT systems may be subject to computer viruses, malicious codes, unauthorized access, phishing and other cyberattacks. We continue to assess potential threats and adopt proper measures to address these threats. However, because the techniques used in these cyberattacks change frequently and may be difficult to detect for periods of time, we may face difficulties in implementing adequate preventative measures. To date, we have seen no material impact on our business or operations from these attacks. However, we cannot guarantee that our efforts will prevent attacks or breakdowns to our or our third-party providers' databases or systems. If the IT systems, networks or service providers we rely upon fail to function properly and we do not effectively address these failures on a timely basis, we may be exposed to business harm as well as litigation and regulatory action, including administrative fines, which could adversely affect our business and financial condition.
We are subject to risks relating to some of the properties we use.
We lease certain properties primarily to be used for warehousing. We may not be able to extend or renew such leases on commercially reasonable terms, or at all. This could disrupt our operations and result in significant relocation expenses. We may not be able to locate desirable alternative sites for warehousing.
Under laws and regulations in mainland China, all lease agreements are required to be registered with the local housing authorities. As of December 31, 2024, we had not completed such registration for certain of the lease agreements for the leased properties that we held. Although failure to do so does not in itself invalidate the leases, the lessees may not be able to defend these leases against bona fide third parties and may also be exposed to potential fines if they fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant government authorities in mainland China. The fine ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. We cannot assure you that the lessors will cooperate and complete the registration in a timely manner once we are required to do so. In the event that any fine is imposed on us for our failure to register our lease agreements, we may not be able to recover such losses from the lessors.
We may suffer losses caused by the occurrence of extraordinary events, including natural disasters or outbreaks of contagious diseases.
Our business may be adversely affected by the occurrence of typhoons, severe storms, earthquakes, floods, fires or other natural disasters or similar events especially in the areas where we operate. In addition, any outbreak of a contagious disease, such as severe acute respiratory syndrome (SARS), Middle East respiratory syndrome, avian influenza or novel coronavirus disease (COVID-19), could disrupt our operations with respect to our global supply chain, production, delivery and sales. Such events could decrease the demand for our products, impact the productivity of our workforce, make it difficult or impossible for us to manufacture and deliver products to our customers in a timely manner, or to receive materials and equipment from our suppliers. Should major public health emergencies, including pandemics, arise, we could be adversely affected by more stringent employee travel restrictions, additional requirements in freight, relevant policies affecting the movement of
products between regions, delays in the ramp-up of the production capacity and disruptions in the operations of our suppliers. In the event of a natural disaster, we could incur significant losses, which could require substantial recovery time and result in significant expenditures in order to resume operations.
Differences embedded in the legal systems of certain geographic markets where we operate could affect our business, financial condition and results of operations.
The legal systems of the geographic markets where we operate vary significantly from jurisdiction to jurisdiction. Some jurisdictions have a civil law system based on written statutes and others are based on common law. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.
The legal systems of some geographic markets where we operate are consistently evolving. Laws and regulations that are recently enacted may not sufficiently cover all aspects of economic activities in such markets. In particular, the interpretation and enforcement of these laws and regulations are subject to future implementations, and the application of some of these laws and regulations to our businesses still needs further clarification. Since local administrative and court authorities are authorized to interpret and implement statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we have in many of the geographic markets where we operate. Local courts may have discretion to reject enforcement of foreign awards or arbitration awards, which may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or claims.
Furthermore, many of the legal systems in the geographic markets where we operate are based in part on their respective government policies and internal interpretations, some of which may have retroactive effects. As a result, we may not be aware of our violation of certain policies or rules until sometime after the violation. In addition, administrative and court proceedings in certain of our geographic markets may be protracted, resulting in substantial costs and diversion of resources and management attention depending on the complexity of the cases.
Scrutiny and regulations of the industries in which we operate may further increase, and we may be required to devote additional legal and other resources to addressing these regulations. Developments in current laws or regulations or the imposition of new laws and regulations in our geographic markets may affect the growth of our industries and affect our business, financial condition and results of operations.
Developments in social and economic policies, as well as the interpretation and enforcement of laws, rules and regulations, may affect our business, financial condition, results of operations and prospects.
We operate in the PRC and some overseas regions and therefore our business, financial condition, results of operations and prospects may be affected by local economic, social and legal policies. We cannot guarantee that our business operations will be able to benefit from such measures. In addition, laws, rules and regulations may also be amended from time to time, and the application, interpretation and enforcement of such evolving laws, rules and regulations may affect our business operations. Any of the foregoing may have a material and adverse effect on our business, financial condition, results of operations and prospects.
We are subject to various laws, regulations and regulatory standards and any inability to comply with such requirements and standards may subject us to liabilities.
We are subject to various laws and regulations in the PRC and other jurisdictions in which we operate and are required to comply with all relevant requirements and standards.
For example, we are required to contribute to a number of social insurance funds, including funds for pension insurance, unemployment insurance, basic medical insurance, work-related injury insurance, maternity insurance and housing provident fund on behalf of our employees in mainland China. According to the Regulation on the Administration of Housing Provident Funds (《住房公積金管理條例》), a mainland China enterprise is required to set up housing provident fund accounts and pay the housing provident fund in time and in full for its employees. According to the PRC Social Insurance Law (《中華人民共和國社會保險法》), a mainland China enterprise is required to complete social insurance registration for its employees and to pay the social insurance contributions in time and in full. Although we had not been subject to any administrative penalties in connection with our contribution of social insurance plans and housing provident fund during the Track Record Period, there is no assurance that our historical and current practice with respect to the contribution of social insurance plans and housing provident fund will at all times satisfy the government authorities in mainland China mainly due to the evolving interpretation and implementation of these laws and regulations. In the event of any such non-compliance, we may be required to pay any shortfall in the contribution of social insurance plans and housing provident fund within a prescribed time period and to pay penalties if we fail to do so. In addition to the above, if we fail to comply with any other relevant labor laws and regulations in mainland China, we may be exposed to penalties or be required to compensate employees.
鉴于这些法律法规的规模、复杂性及持续修订，遵守这些法律法规可能较为繁重，并可能需要大量财务资源及其他资源以建立有效的合规及监控系统。与这些法律法规相关的法律责任、成本、义务及要求因此可能十分庞大，并可能延误我们业务的开展或导致我们运营中断。不遵守适用于我们经营活动的法律法规，甚至可能导致重大处罚或罚款、相关许可证被暂停或吊销等后果。上述情况可能对我们的经营业绩及财务状况产生影响。
我们面临与工作安全及事故发生相关的风险，以及其他运营、运输、职业及环境相关风险，该等风险可能对我们的业务、财务状况及经营业绩产生重大不利影响。
我们的业务及生产面临各类风险，包括运营及运输相关风险以及职业与环境危害风险。我们必须遵守中国内地政府当局颁布的有关电池产品生产及销售的大量环境、危险物质处理、化学品制造、健康与安全方面的法律法规及严格标准。根据这些法律法规，我们须维持安全生产条件并保护员工的职业健康。在产品制造过程中，我们可能遇到各类困难。我们的部分原材料及化学品具有危险性，其储存及在生产过程中的使用存在固有风险，包括易燃物质泄漏、有毒气体及液体泄漏、设备故障、工业事故、火灾及爆炸。一旦发生事故，可能对我们的生产造成重大影响，并可能引发人员伤亡、财产或生产设施损毁或破坏，以及污染和其他环境损害。上述任何后果若情节严重，可能导致业务中断、法律责任及对我们声誉和企业形象的损害。尽管我们定期检查所运营的设施并定期进行设备维护，以确保我们的运营符合适用法律法规，但我们无法保证在未来的生产过程中不会发生重大事故或工伤事故。
我们的运营还可能面临与制造相关的困难，例如产能限制、机械及系统故障、建设及升级延误以及设备交付延误，上述任何情况均可能导致生产暂停及产量减少。定期及非定期的维护保养计划亦可能影响我们的制造产量。任何重大的生产暂停或减少可能对我们生产及销售产品的能力产生不利影响，从而对我们的业务、财务状况及经营业绩产生重大不利影响。
Our business is subject to a variety of laws, rules, policies and other obligations regarding data protection domestically and abroad. Any losses or unauthorized access to or unauthorized releases of confidential information and personal data could subject us to significant reputational, financial, legal and operational consequences.
Our business involves the utilization and storage of confidential information, including but not limited to personal information with respect to our employees. We are subject to laws relating to the collection, use, retention, protection and transfer of personal information domestically and abroad. In many cases, these laws apply not only to third-party transactions, but also may restrict transfers of personal information between us and our overseas subsidiaries. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. These laws continue to develop and may vary from jurisdiction to jurisdiction. Complying with emerging and changing overseas requirements may cause us to incur substantial costs or require us to change our business practices. Non-compliance could result in significant penalties or legal liability. Any failure by us to comply with other domestic and foreign privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others, which may lead to reputational impacts and significant legal liabilities.
We have implemented systems and processes intended to secure our information technology systems and prevent unauthorized access to or loss of sensitive data, including through the use of encryption and authentication technologies. As with all companies, these security measures may not be sufficient for all eventualities and may be vulnerable to hacking, employee error, malfeasance, system error, faulty password management or other non-compliant incidents.
We are subject to certain regulatory requirements over foreign currency conversion and remittance.
We receive a majority of payments from our operations in mainland China in RMB and may need to convert certain Renminbi into other currencies for payment of dividends, if any, to holders of our Shares, and to fund our business activities outside of mainland China, among other things. The convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of mainland China are subject to related regulatory requirements. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends or other payments, or otherwise fulfill our foreign currency denominated obligations.
Under current foreign exchange regulations of mainland China, payment of current account items, including profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the SAFE or its local branches, through licensed banks for foreign exchange business, by complying with certain procedural requirements. If we cannot fulfill the regulatory requirements over foreign currency conversion to obtain sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our Shareholders.
However, prior registration and other procedures with competent government authorities is required where Renminbi is to be converted into foreign currency and remitted out of mainland China to pay capital expenses. Further, there is no assurance that new regulations will not be promulgated in the future that would have further requirements on the remittance of Renminbi into or out of mainland China. Any existing and future requirements on currency exchange may limit our ability to purchase raw materials and components outside of mainland China or otherwise fund any future business activities that are conducted in foreign currencies.
Non-PRC resident holders of our H Shares may be subject to mainland China income tax obligations.
Under the EIT Law and its implementation rules, subject to any applicable tax treaty or similar arrangement between the mainland China and a non-mainland China investor's jurisdiction of residence that provides for a different income tax arrangement, mainland China withholding tax at the rate of 10% is normally applicable to dividends from mainland China sources payable to investors that are non-PRC resident enterprises, which do not have an establishment or place of business in mainland China, or which have an establishment or place of business in mainland China if the relevant income is not effectively connected with such establishment or place of business. Any gains realized on the transfer of shares by such investors are subject to a 10% mainland China income tax rate if such gains are regarded as income from sources within mainland China unless a treaty or similar arrangement provides otherwise.
Under the Individual Income Tax Law of the PRC (《中华人民共和国个人所得税法》) and its implementation rules, dividends from sources within mainland China paid to foreign individual investors who are not PRC resident individuals are generally subject to a withholding tax at a rate of 20% and gains from mainland China sources realized by such investors on the transfer of shares are generally subject to a 20% income tax rate, in each case, subject to any reduction or exemption set forth in applicable tax treaties and laws in mainland China. Pursuant to the Circular on Questions Concerning the Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (《关于国税发[1993]045号文件废止后有关个人所得税征管问题的通知》) (Guo Shui Han [2011] No. 348) dated June 28, 2011, issued by the SAT, dividends paid to non-PRC resident individual holders of H Shares are generally subject to individual income tax of mainland China at the withholding tax rate of 10%, depending on whether there is any applicable tax treaty between the PRC and the jurisdiction in which the non-PRC resident individual holder of H Shares resides as well as the tax arrangement between mainland China and Hong Kong. Non-PRC resident individual holders who reside in jurisdictions that have not entered into tax treaties with mainland China are subject to a 20% withholding tax on dividends received from us. However, pursuant to the Circular Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from Transfer of Shares (《关于个人转让股票所得继续暂免征收个人所得税的通知》) issued by the MOF and the SAT on March 30, 1998, gains of individuals derived from the transfer of listed shares of enterprises may be exempt from individual income tax. In addition, on December 31, 2009, the MOF, the SAT and the CSRC jointly issued the Circular on Relevant Issues Concerning the Collection of Individual Income Tax over the Income
Received by Individuals from Transfer of Listed Shares Subject to Sales Limitation (《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問題的通知》) (Cai Shui [2009] No. 167) which states that individuals' income from the transfer of listed shares on certain domestic exchanges shall continue to be exempted from individual income tax, except for the relevant shares which are subject to sales restrictions as defined in the Supplementary Circular on Relevant Issues Concerning the Collection of Individual Income Tax over the Income Received by Individuals from Transfer of the Listed Shares Subject to Sales Limitations (《關於個人轉讓上市公司限售股所得徵收個人所得稅有關問題的補充通知》) (Cai Shui [2010] No. 70). As of the Latest Practicable Date, the aforesaid provision had not expressly provided that individual income tax shall be collected from non-PRC resident individuals on the sale of shares of PRC resident enterprises listed on overseas stock exchanges.
If mainland China income tax is imposed on gains realized from the transfer of our H Shares or on dividends paid to our non-mainland China resident investors, the value of your investment in our H Shares may be affected. Furthermore, our Shareholders whose jurisdictions of residence have tax treaties or arrangements with mainland China may not qualify for benefits under such tax treaties or arrangements.
Our offshore subsidiaries may be treated as a resident enterprise for PRC tax purposes.
Under the EIT Law and the Regulation on the Implementation of 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》), enterprises established under the laws of jurisdictions outside of mainland China with "de facto management bodies" located in mainland China may be considered PRC resident enterprises for tax purposes and may be subject to the PRC EIT at the rate of 25% on their global income. In addition, the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Resident Enterprises on the Basis of De Facto Management Bodies (《國家稅務總局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》) (Guo Shui Fa [2009] No. 82) (the "Circular 82"), specifies that certain Chinese-controlled offshore incorporated enterprises, defined as enterprises incorporated by enterprises or enterprise groups within mainland China as major controlling shareholders under the laws of foreign countries (regions) will be classified as resident enterprises if all of the following conditions are met: (i) senior management personnel and departments that are responsible for daily production, operation and management are located mainly within mainland China; (ii) financial and personnel decisions are subject to determination or approval by bodies or persons in mainland China; (iii) primary properties, accounting books, company seal, and minutes of board meetings and shareholders' meetings are located or kept within mainland China; and (iv) at least half of the directors with voting rights or senior management reside within mainland China. The SAT has subsequently provided further guidance on the implementation of Circular 82.
As our Company is a PRC enterprise, our offshore subsidiaries may be questioned by the competent regulatory authorities, and if our offshore subsidiaries are deemed PRC resident enterprises, the competent regulatory authorities may request EIT at 25% on such our offshore subsidiaries' global income, except that the dividends they receive from our mainland China
subsidiaries, if any, may be exempt from the EIT to the extent such dividend income constitutes "dividends received by a PRC resident enterprise from its directly invested entity that is also a PRC resident enterprise." Nonetheless, it remains subject to future interpretation as to what type of enterprise would be deemed a "PRC resident enterprise" for such purposes. The EIT on our subsidiaries' global income could significantly increase our tax burden and affect our cash flows and profitability.
We could be subject to changes in our tax rates, the adoption of new tax legislation or exposure to additional tax liabilities.
The EIT Law imposes a tax rate of 25% on business enterprises. Our Company and some of our subsidiaries are entitled to preferential tax treatment. For example, our Company and several of our subsidiaries in mainland China have been qualified as high-tech enterprises or engaged in policy-encouraged businesses, accordingly, they were entitled to a preferential income tax rate of 15% during the Track Record Period. For details, see "Financial Information — Description of Selected Consolidated Statements of Profit or Loss — Income Tax Expenses." To the extent there are any changes in the laws and regulations governing preferential tax treatment or increases in our effective tax rate due to any other reasons, our tax liability would increase correspondingly. In addition, the PRC government may amend or restate regulations on income, withholding, value-added, and other taxes. Non-compliance with the tax laws and regulations in mainland China may also result in penalties or fines imposed by relevant tax authorities. Adjustments or changes to tax laws and regulations in mainland China and tax penalties or fines could affect our businesses, financial condition and results of operations.
We also operate in countries and regions overseas and are subject to various taxes. Due to the fact that the tax environment can be different in different jurisdictions and that the regulations regarding various taxes, including but not limited to corporate income tax, are complex, our overseas operations may expose us to risks associated with the overseas tax policy changes. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. Dealing with such regulatory complexities and changes may require us to invest more managerial and financial resources, which in turn could affect our results of operations.
We are also subject to the examination of our tax returns and other tax matters by local and overseas tax authorities and governmental authorities. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase, or if the ultimate determination of our taxes payable is for an amount in excess of amounts previously accrued, our financial condition, operating results and cash flows could be adversely affected.
You may experience difficulties in effecting service of process upon or enforcing foreign judgments against us or our Directors or senior management.
Most of our assets are situated in the PRC. In addition, most of our Directors and senior management reside in the PRC, and are PRC citizens. As cross-border service of process is typically cumbersome and time-consuming, it may be difficult for investors outside of mainland China to effect service of process upon us or our management residing in mainland China. As mainland China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments, you may fail to enforce in courts in mainland China the judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us or our Directors or senior management.
On January 18, 2019, the Supreme People's Court and the Hong Kong Government signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region (《關於內地與香港特別行政區法院相互認可和執行民商事案件判決的安排》) (the "Arrangement"), which came into effect on January 29, 2024 and seeks to establish a mechanism with greater clarity and certainty for recognition and enforcement of judgments in wider range of civil and commercial matters between Hong Kong and the mainland China. The Arrangement discontinued the requirement for a choice of court agreement for bilateral recognition and enforcement. After the Arrangement became effective, a judgment rendered by a Hong Kong court can generally be recognized and enforced in the mainland China even if the parties in the dispute do not enter into a choice of court agreement in writing. However, we cannot guarantee that all judgments made by Hong Kong courts will be recognized and enforced in the mainland China, as whether a specific judgment will be recognized and enforced is still subject to a case-by-case examination by the relevant court in accordance with the Arrangement.
We will be concurrently subject to listing and regulatory requirements of mainland China and Hong Kong.
As our A Shares are listed on the ChiNext of the Shenzhen Stock Exchange and our H Shares will be listed on the Main Board of the Stock Exchange, we will be required to comply with the listing rules (where applicable) and other regulatory regimes of both jurisdictions, unless an exemption is available or a waiver has been obtained. Accordingly, we may incur additional costs and resources in continuously complying with all sets of listing rules in the two jurisdictions.
The characteristics of the A share and H share markets may differ.
Our A Shares are listed and traded on the ChiNext of the Shenzhen Stock Exchange. Following the Global Offering, our A Shares will continue to be traded on the ChiNext of the Shenzhen Stock Exchange and our H Shares will be traded on the Main Board of the Stock
Exchange. Under current laws and regulations of China, without the approval from the relevant regulatory authorities, our H Shares and A Shares are neither interchangeable nor fungible, and there is no direct trading or settlement between the H Share and A Share markets. With different trading characteristics, the H Share and A Share markets have different trading volumes, liquidity and investor bases, as well as different levels of retail and institutional investor participation. As a result, the trading performance of our H Shares and A Shares may not be comparable. Nonetheless, fluctuations in the price of our A Shares may adversely affect the price of our H Shares, and vice versa. Due to the different characteristics of the H Share and A Share markets, the historical prices of our A Shares may not be indicative of the performance of our H Shares. You should therefore not place undue reliance on the trading history of our A Shares when evaluating the investment decision in our H Shares.
There has been no prior public market for our H Shares, and an active trading market for our H Shares may not develop or be sustained.
Prior to the Global Offering, there was no public market for our H Shares. We cannot assure you that a public market for our H Shares with adequate liquidity and trading volume will develop and be sustained following the completion of the Global Offering. In addition, the Offer Price of our H Shares is the result of negotiations between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us, and may not be an indication of the market price at which our H Shares will be traded following the completion of the Global Offering. If an active public market for our H Shares does not develop following the completion of the Global Offering, the market price and liquidity of our H Shares may be materially and adversely affected.
The price and trading volume of our H Shares may be volatile, which could lead to substantial losses to investors.
The price and trading volume of our H Shares may be subject to significant volatility in response to various factors beyond our control, including the general market conditions of the securities in Hong Kong and elsewhere in the world. The Stock Exchange and other securities markets have, from time to time, experienced significant price and trading volume volatility that are not related to the operating performance of any particular company. The business and performance and the market price of the shares of other companies engaging in similar business may also affect the price and trading volume of our H Shares. In addition to market and industry factors, the price and trading volume of our H Shares may be highly volatile for specific business reasons, such as fluctuations in our revenue, earnings, cash flows, investments, expenditures, relationships with our business partners, movements or activities of key personnel, actions taken by competitors or regulatory developments. Moreover, shares of other companies listed on the Stock Exchange have experienced price volatility in the past, and it is possible that our H Shares may be subject to changes in price not directly related to our business performance.
Future sales or perceived sales of our H Shares in the public market could have a material adverse effect on the market price of our H Shares and our ability to raise additional capital in the future, or may result in dilution of your shareholding.
The market price of our H Shares and our ability to raise equity capital in the future at a time and price that we deem appropriate could be negatively impacted as a result of future sales of our H Shares or other securities relating to our H Shares in the public market by our Shareholders, or the issuance of new shares or other securities, or the perception that such sales or issuances may occur. In addition, our Shareholders may experience dilution in their holdings if we issue more securities in the future. Furthermore, we may issue shares pursuant to any existing or future share option incentive schemes, which would further dilute our Shareholders' interests in our Company. New shares or equity-linked securities issued by us may also confer rights and privileges that take priority over those conferred by the H Shares. Market sale of Shares by such Shareholders and the availability of these Shares for future sale may have a negative impact on the market price of our H Shares.
In addition, while investors subscribing shares in the Global Offering are not subject to any restrictions on the disposal of the H Shares they subscribed, they may have existing arrangements or agreement to dispose part or all of the H Shares they hold immediately or within certain period upon completion of the Global Offering for legal and regulatory, business and market, or other reasons. Such disposal may occur within a short period or any time or period after the Listing Date. Any sale of the H Shares subscribed by such investors pursuant to such arrangement or agreement could adversely affect the market price of our H Shares and any sizeable sale could have a material and adverse effect on the market price of our H Shares and could cause substantial volatility in the trading volume of our H Shares.
Our historical dividends may not be indicative of our future dividend policy, and there can be no assurance whether and when we will pay dividends in the future.
We have declared dividends in the past. However, there is no assurance that dividends of any amount will be declared or distributed by us in any year in the future. Under the applicable laws and regulations of mainland China, the payment of dividends may be subject to certain limitations, and the calculation of our profit under the Accounting Standards for Business Enterprises may differ in certain respects from the calculation under the IFRSs. The declaration, payment and amount of any future dividends are subject to the discretion of our Board of Directors, after taking into account various factors, including but not limited to our results of operations, financial condition, cash flows, capital expenditure requirements, market conditions, our strategic plans and prospects for business development, regulatory restrictions on the payment of dividends and other factors as our Board of Directors may deem relevant, and subject to the approval at Shareholders' meeting. Any declaration and payment as well as the amount of dividends will be subject to our constitutional documents and the applicable laws and regulations of mainland China. For details, see "Financial Information — Dividends." No dividend shall be declared or payable except out of our profits and reserves lawfully available for distribution. Our historical dividends should not be taken as indicative of our dividend policy in the future.
We are exposed to risks associated with the potential spin-off.
We periodically evaluate strategic opportunities to enhance shareholder value, including, among others, spinning off subsidiaries, in light of our operations across multiple jurisdictions and markets, as well as our development of new business initiatives. These evaluations are contingent upon factors such as market conditions, financing requirements, subsidiary development and regulatory approvals. While no concrete plans have been formulated, we cannot preclude the possibility of spin-offs within three years of the Listing should such action align with our strategic objectives. Also, given our long-standing listing on the A-share market since 2018, we need to maintain flexibility for potential spin-offs within three years of the Listing, which may require further waiver to be applied to and granted by the Stock Exchange.
A spin-off may enable our subsidiaries to directly access capital markets, thereby potentially securing incremental funding to accelerate their growth. While such transactions are designed to unlock intrinsic value, enhance competitive positioning and optimize operational efficiency, there is no assurance that these objectives will be achieved in full. Material risks associated with spin-offs may still include unanticipated costs (such as separation-related expenditures or restructuring costs, if any), operational complexities arising from organizational decoupling, potential disruption to the Group's integrated business model and synergies and uncertain performance trajectories of spun-off entities, including their ability to sustain competitive positions. Should spun-off entities encounter operational challenges or financial difficulties, it may have adverse impact on our Group's strategic objectives and corporate reputation. In the event of any proposed spin-off, we will ensure to provide full disclosure to the Shareholders and obtain all necessary regulatory and Shareholder approvals under applicable rules and regulation. We will also implement appropriate strategies and measures to mitigate risks so as to maintain operational cohesion and preserve strategic continuity across the organization.
You should not place any reliance on any information released by us in connection with the listing of our A Shares on the ChiNext of the Shenzhen Stock Exchange.
As our A Shares are listed on the ChiNext of the Shenzhen Stock Exchange, we have been subject to periodic reporting and other information disclosure requirements in mainland China. As a result, from time to time, we publicly release information relating to us on the Shenzhen Stock Exchange or other media outlets designated by the CSRC. However, the information announced by us in connection with our A Shares listing is based on regulatory requirements of the securities authorities, industry standards and market practices in mainland China, which are different from those applicable to the Global Offering. The presentation of financial and operational information for the Track Record Period disclosed on the Shenzhen Stock Exchange or other media outlets may not be directly comparable to the financial and operational information contained in this prospectus. As a result, prospective investors in our H Shares should be reminded that, in making their investment decisions as to whether to purchase our H Shares, they should rely only on the financial, operating and other information
included in this prospectus. By applying to purchase our H Shares in the Global Offering, you will be deemed to have agreed that you will not rely on any information other than that contained in this prospectus and any formal announcements made by us in Hong Kong with respect to the Global Offering.
You should read the entire prospectus carefully and only rely on the information included in this prospectus to make your investment decision, and we strongly caution you not to rely on any information contained in press articles or other media coverage relating to us, our Shares or the Global Offering.
We strongly caution our investors not to rely on any information contained in press articles or other media coverage relating to us, our Shares and the Global Offering. Prior to the publication of this prospectus, there may be press and media coverage regarding the Global Offering and us. 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 our investors should not rely on such information.
Certain facts, forecast and other statistics in this prospectus obtained from publicly available sources have not been independently verified and may not be reliable.
Certain facts, forecast and other statistics in this prospectus are derived from various government, official sources and public information. However, our Directors cannot guarantee the reliability of such source materials. We believe that the sources of the said information are appropriate sources for such information and have taken reasonable care in extracting and presenting such information. We have no reason to believe that such information is false or misleading or that any fact has been omitted that would render such information false or misleading. Nevertheless, information from government and official sources have not been independently verified by us, the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters or any of their respective affiliates or advisers and, therefore, we make no representation as to the accuracy of such facts and statistics. Further, we cannot assure our investors that they are stated or compiled on the same basis or with the same degree of accuracy as similar statistics presented elsewhere. In all cases, our investors should consider carefully how much weight or importance should be attached to or placed on such facts or statistics.
Forward-looking statements contained in this prospectus are subject to risks and uncertainties.
This prospectus contains forward-looking statements with respect to our business strategies, operating efficiencies, competitive positions, growth opportunities for existing operations, plans and objectives of management, certain pro forma information and other matters. The words "aim," "anticipate," "believe," "could," "predict," "potential," "continue," "expect," "intend," "may," "might," "plan," "seek," "will," "would," "should" and the negative of these terms and other similar expressions identify a number of these forward-looking statements. These forward-looking statements, including, amongst others, those relating to our future business prospects, capital expenditure, cash flows, working capital, liquidity and capital resources are necessarily estimates reflecting the best judgment of our Directors and management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set out in this section. Accordingly, such statements are not a guarantee of future performance and investors should not place undue reliance.
In preparation for the Listing, we have sought the following waivers from strict compliance with the Listing Rules and exemptions from strict compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance:
| Rules | Subject matter | |---|---| | Rules 3.28 and 8.17 of the Listing Rules | Appointment of joint company secretaries | | Rules 8.12 and 19A.15 of the Listing Rules | Management presence in Hong Kong | | Rule 19A.18(1) of the Listing Rules | Appointment of an independent non-executive Director being ordinarily resident in Hong Kong | | Paragraph 6 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance | Disclosure of executive Directors' residential addresses | | Paragraphs 13, 26, 27, 29(1) and 45(2) of Appendix D1A to the Listing Rules and paragraphs 25 and 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance | Particulars of information of our subsidiaries | | Rule 17.02(1)(b) of, and Paragraph 27 of Appendix D1A to the Listing Rules, and Paragraph 10(d) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance | Disclosure requirements in respect of outstanding Share Incentives | | Rules 8.08(1)(b) and 19A.13A of the Listing Rules | |
Subscription for H Shares by existing shareholders and their close associates as cornerstone investors and placees
Paragraph 5(1) of Appendix F1 to the Listing Rules and Chapter 4.15 of the Guide for New Listing Applicants ······
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary, who, by virtue of 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:
(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:
(b) familiarity with the Listing Rules and other relevant laws and regulations including the Securities and Futures Ordinance, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
We have appointed Mr. Jiang Li (蔣理) ("Mr. Jiang") as our joint company secretary with effect from the Listing Date. Our Group's key operations and principal business activities are conducted outside of Hong Kong. We believe that the company secretary role requires a person to be deeply familiar with our operations and the specific industry context, and to be able to cultivate strong relationships with both the Board and the management. It would be in the best interests of our Company and our corporate governance to have as its joint company secretary a person such as Mr. Jiang who has been with our Company since June 2017. As the vice general manager and Board secretary of the Company, Mr. Jiang is deeply familiar with our operations and is able to cultivate strong relationships with both the Board and the management. Our Directors believe that Mr. Jiang's intimate knowledge of our Company and operations is essential for the performance of company secretary duties in the most effective and efficient manner. For biographical details, see "Directors, Supervisors and Senior Management."
the Company Secretary and authorized representatives will have support staff based in Hong Kong to assist in communication with the Stock Exchange and all relevant parties, and to facilitate and execute all administrative tasks in relation to the Company's compliance with the Listing Rules and other regulatory requirements. All communication between these support staff and other parties, whether outside or inside Hong Kong, will be conducted in a manner that is permissible under the applicable laws and regulations. The Company will maintain a registered address and a principal office in Hong Kong; and
Legal advisors: our Company's Hong Kong legal advisors will be available to provide assistance to the Stock Exchange and our Company as and when required, so as to facilitate communication between our Company and the Stock Exchange.
COMPLIANCE WITH RULE 8.05 OF THE LISTING RULES IN THE CONTEXT OF LISTING UNDER CHAPTER 18A Our Company seeks to be listed pursuant to Chapter 18A of the Listing Rules (i.e. as a Biotech Company). As such, it is exempt from the profit and revenue requirements under Rules 8.05(1), 8.05(2) and 8.05(3) of the Listing Rules and there is no need to apply for or seek any waiver from compliance with such requirements.
COMPLIANCE WITH HONG KONG COMPANIES ORDINANCE In accordance with Rule 19A.39 of the Listing Rules, our Company has applied for an exemption from compliance with certain sections of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (the "Companies Ordinance") and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), and has obtained the following exemptions:
Section 548 of the Companies Ordinance — regarding allotment and issuance of Shares in conjunction with a prospectus: in relation to the allotment and issuance of Shares to be offered in accordance with the terms of this prospectus, our Company is not required to comply with Section 548 of the Companies Ordinance (requiring a minimum subscription amount to be stated in a prospectus and that the company does not commence allotting shares unless the minimum subscription amount has been received) since the prospectus (being an overseas company) relates to shares in a company incorporated under the law of the Cayman Islands;
Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance — regarding registration of a prospectus filed with the Registrar of Companies: our Company has been granted an exemption from compliance with certain provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance on the grounds that the prospectus includes certain information otherwise required to be disclosed by the Companies (Winding Up and Miscellaneous Provisions) Ordinance. Our Company undertakes to the Stock Exchange that it shall not issue any shares pursuant to a prospectus unless such prospectus has been registered with the Registrar of Companies in Hong Kong; and
Section 38B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance — regarding expert consent: our Company has been granted an exemption from Section 38B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance relating to the requirement to include in the Hong Kong prospectus an expert's written consent to the inclusion of the expert's report contained in this prospectus as an appendix.
the Listing Date. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Advisor will have access at all times to our authorized representatives, Directors and senior management. We shall also ensure that our authorized representatives, Directors and senior management will promptly provide such information and assistance as the Compliance Advisor may need or may reasonably require in connection with the performance of the Compliance Advisor's duties as set forth in Chapter 3A of the Listing Rules. We shall ensure that there are adequate and efficient means of communication among our Company, authorized representatives, Directors, senior management and the Compliance Advisor, and will keep the Compliance Advisor fully informed of all communications and dealings between the Stock Exchange and us.
Any meeting between the Stock Exchange and our Directors will be arranged through the authorized representatives or the Compliance Advisor or directly with our Directors within a reasonable time frame. We will inform the Stock Exchange promptly in respect of any changes in our authorized representatives and/or our Compliance Advisor; and
Legal advisors: we will also engage legal advisors to advise on compliance requirements as well as other issues arising under the Listing Rules and other applicable laws and regulations of Hong Kong.
Pursuant to Rule 19A.18(1) of the Listing Rules, our Company, as a PRC-incorporated issuer, is required to appoint at least one independent non-executive Director being ordinarily resident in Hong Kong.
Currently, all the independent non-executive Directors reside in mainland China. Our Company does not have, and will not have upon the Listing, any independent non-executive Director who is ordinarily resident in Hong Kong.
Accordingly, we have applied for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under Rule 19A.18(1) of the Listing Rules until the end of the term of office (being December 25, 2027), or the resignation or removal, of any independent non-executive Director, whichever is earlier, based on the following grounds:
there are practical difficulties for our Company to change any current independent non-executive Director or appoint an additional independent non-executive Director who ordinarily resides in Hong Kong upon the Listing. Our independent non-executive Directors have recently been re-appointed to serve on the fourth session of the Board with a three-year term of office from December 26, 2024. Proposing the replacement of any of them soon after their re-appointment may create confusion in the market and undermine investor confidence and raise concerns regarding the
stability of governance practices. Moreover, the number of Directors and the composition of the Board (nine Directors, including three independent non-executive Directors) are stipulated in the Articles of Association. Appointment of an additional independent non-executive Director who ordinarily resides in Hong Kong would require the amendment to the Articles of Association, for which our Company has to comply with certain procedures as required under the Articles of Association, the listing rules of the Shenzhen Stock Exchange and other applicable laws and regulations of mainland China, all of which could be time consuming and will distract the current focus of the senior management;
our current independent non-executive Directors are highly recognized in their fields and industries, continue to provide independent advice and valuable industrial experience to the Board, and have extensive experience supervising listed issuers for the interest of the Shareholders and potential investors. The current independent non-executive Directors are familiar with our business and operations and the management of our Board and senior management, whose experience and contribution to the Board are invaluable to our Group. Replacing any one of them with an individual ordinarily residing in Hong Kong may not be beneficial to our Company and our Shareholders as a whole because (i) it may take our Company substantial time and efforts to identify a candidate as suitable as the current independent non-executive Directors, as such candidate with equivalent background, skills, experience and qualifications is not widely available in the market; (ii) it may take our Company substantial time and efforts to identify a candidate who meets the requirements under the listing rules of the Shenzhen Stock Exchange and other applicable laws and regulations of mainland China; and (iii) it would take any new independent non-executive Director a significant amount of time to understand our Group, the current trend of the market and industry, and other relevant factors that are crucial to the development and growth of our Group; and
上市后，本公司将建立完善的企业管治实务及安排，以在豁免期间与联交所保持定期沟通，尤其是，本公司已委任两名授权代表，并将提供授权代表及董事的联系方式，以确保联交所能够与本公司及本公司董事联系。本公司亦将委任其他熟悉香港相关法律及监管事宜和商业环境的专业人士，例如合规顾问及香港法律顾问，以确保本公司在上市完成后遵守《上市规则》。根据《上市规则》第3A.19条，本公司已委任中国证券（国际）融资有限公司担任本公司的合规顾问，其任期自上市日期起计，至以下较晚者为止：(i) 本公司遵守《上市规则》第13.46条有关上市日期后第一个完整财政年度财务业绩规定的日期，或 (ii) 经常居住于香港的独立非执行董事获委任经确认及批准的日期，并将指定陈静女士（香港常住居民及中国证券（国际）融资有限公司投资银行部执行董事）在上述委任期间及有关委任经常居住于香港的独立非执行董事的豁免生效期间，担任除授权代表及董事以外与联交所的额外沟通渠道。 – 81 –
《公司（清盘及杂项条文）条例》附表三第6段规定本招股章程须载明董事地址，《公司（清盘及杂项条文）条例》附表三第45段规定该地址指董事惯常居住地点。
本公司已根据《公司（清盘及杂项条文）条例》第342A条申请豁免严格遵守《公司（清盘及杂项条文）条例》附表三第6段有关披露本公司创始人、董事会主席、执行董事兼总经理曾毓群先生及本公司联席董事会主席兼执行董事潘健先生（统称"相关董事"）住宅地址的规定，证监会已向本公司批准上述豁免证书，理由是综合考虑以下因素后，作出该等披露实属不当：
相关董事均为知名公众人物，其作出的企业决策及发表的言论往往引发公众及媒体的广泛关注。鉴于上市将不可避免地吸引大量媒体及公众关注，本公司有合理理由相信，披露相关董事的住宅地址可能使相关董事及其家人遭受不必要的关注、滋扰及人身安全风险。
公开披露相关董事的住宅地址亦可能分散相关董事的注意力，或令其无法有效管理业务及其他董事会事务。若相关董事因上述披露而使其本人及家人面临实际或潜在的人身威胁，其专注履行职责及为本公司作出正确决策的能力可能受到影响。同时，此举可能为针对相关董事的机密信息盗窃、欺诈或其他恶意行为提供便利，从而对相关董事及本公司造成财务损失、声誉损害或法律纠纷。 – 82 –
本公司总部及主要营业地点的地址以及相关董事的业务地址已于本招股说明书中披露，因此相关董事作为执行董事的可沟通性及问责性不受影响。相关董事作为执行董事须根据《上市规则》及《公司（清盘及杂项条文）条例》附表三披露的所有其他重要资料，包括其姓名、年龄、工作经验、学历及资历，均已于本招股说明书中妥善披露。鉴于本招股说明书所载本公司的业务及财务表现以及本公司的披露往绩，不披露相关董事的住宅地址对潜在投资者投资本公司H股的决定影响甚微，不会妨碍向投资者提供资料以使其对相关董事作为H股上市发行人董事的品格、经验及诚信作出知情评估，且不会损害投资公众的利益或影响其作出知情投资决定的能力。相反，相关董事是本公司业务的关键人物，公开披露其个人地址可能引致胁迫、骚扰或其他实际或潜在安全威胁，或损害本公司声誉或扰乱其运营，可能对本公司的业务、财务状况及经营业绩产生重大不利影响，从而使股东面临蒙受重大投资损失的风险。
证监会在下列条件下批准豁免：(i) 相关董事的业务地址已于本招股说明书中披露；(ii) 豁免的详情已于本招股说明书中披露；及 (iii) 本招股说明书于2025年5月12日或之前刊发。
《上市规则》附录D1A第13段及第26段规定，本招股说明书须载列本集团任何成员公司在本招股说明书刊发前两年内，就任何股本的发行或出售而给予的任何佣金、折扣、经纪佣金或其他特殊条款的详情，以及任何股本变动的详情。
《上市规则》附录D1A第27段规定，本招股说明书须载列本集团任何成员公司任何处于认购期权下，或已有条件或无条件协议置于认购期权下的股本的详情，包括已给予或将给予认购期权的代价及认购期权的价格和期限，以及受让人的姓名及地址，或作出适当的否定声明。
《公司（清盘及杂项条文）条例》附表三第25段规定，本招股说明书须披露本公司及其附属公司经授权债券的详情。
《上市规则》附录D1A第29(1)段及《公司（清盘及杂项条文）条例》附表三第29段要求本招股章程载列以下公司的名称、注册成立日期及地点、公营或私营状态及业务一般性质、已发行股本及本公司持有或拟持有的比例的相关资料，该等公司为：(a) 其全部或大部分资本由本公司持有或拟持有的公司；或 (b) 其利润或资产对会计师报告中的数字或本公司下一份财务报表作出或将会作出重大贡献的公司。
《上市规则》附录D1A第45(2)段要求披露直接或间接持有本集团任何其他成员公司10%或以上已发行有投票权股份的每名人士（本公司董事或行政总裁除外）的姓名及其持有相关证券的数额，连同任何相关证券期权的详情。
于最后实际可行日期，本公司在全球拥有超过300家附属公司。披露所有附属公司上述所需资料对本公司而言负担过重，因为本公司须为准备及核实相关披露资料而承担额外费用及调拨额外资源，而该等资料对投资者而言亦不具重要性或参考意义。不披露非主要附属公司的上述资料不会损害投资大众的利益。
本公司已甄别出11家主要附属公司，认为该等公司具有重要性，所考虑的因素包括其业务分部及财务贡献的重要性以及本集团的策略等。举例而言，本公司及主要附属公司的收入总额（经公司间抵销前）分别占本集团（经公司间抵销后）截至2022年、2023年及2024年12月31日止年度总收入的133.1%、126.7%及123.2%；本公司及主要附属公司的总资产总额（经公司间抵销前）分别占本集团（经公司间抵销后）于2022年、2023年及2024年12月31日总资产的105.4%、99.1%及97.5%；本公司及主要附属公司的净利润总额（经公司间抵销前）分别占本集团（经公司间抵销后）截至2022年、2023年及2024年12月31日止年度净利润的94.9%、92.2%及121.8%。除主要附属公司外，本公司其他附属公司概无在单独基准下录得占本集团截至2022年、2023年及2024年12月31日止年度收入超过5%的收入，或于2022年、2023年及2024年12月31日各自持有占本集团总资产超过5%的资产。于最后实际可行日期，除主要附属公司外，本公司其他附属公司均未持有对本公司财务状况具有重要性的资产及知识产权。
本公司已在本招股章程「附录六——法定及一般资料——1. 本集团的进一步资料」中披露本公司及主要附属公司（如有）股本变动的详情。本公司亦已按《上市规则》附录D1A第29(1)段及《公司（清盘及杂项条文）条例》附表三第29段的规定，在「历史及公司架构」中披露主要附属公司的公司资料（包括名称、主要业务活动、注册成立地点及日期以及本集团所持权益），并在本招股章程附录一所载会计师报告附注1中披露主要附属公司的股本。本公司亦已在本招股章程「附录六——法定及一般资料」中披露主要附属公司任何受期权约束或经有条件或无条件同意置于期权项下的股本详情。此外，本集团中每名持有任何主要附属公司10%或以上已发行有投票权股份的人士（本公司董事、监事或行政总裁除外）及其持有相关证券的数额，连同任何相关证券期权的详情（如有），已在本招股章程「附录六——法定及一般资料——3. 本公司董事、监事、行政总裁及主要股东的进一步资料——D. 主要股东于本公司及╱或本公司主要附属公司股份中的权益」中作出披露。
(ii) 任何正在期权化或已同意期权化的资本的详情； (iii) 有关名称、注册日期及地点、公众或私人公司状态、业务总体性质、已发行资本及其所持有或拟持有的比例等资料；以及 (iv) 直接或间接持有公司10%或以上已发行有投票权股份的每名人士（董事或公司主要行政人员除外）的姓名及其持股量。
我们已申请，且证监会已向我们批出豁免证明书，免于严格遵守《公司（清盘及杂项条文）条例》附表三第25段及第29段的规定，该等规定要求披露非主要附属公司之附属公司的相关资料。
证监会批出豁免的条件为：(i) 本招股章程须披露该豁免的详情；及 (ii) 本招股章程须于2025年5月12日或之前刊发。
(a) 《上市规则》第17.02(1)(b)条规定，股份计划的所有重大条款须在本招股章程中清晰载列。本公司亦须在本招股章程中披露所有未行使股份激励的完整详情及其于上市时对股权的潜在摊薄效应，以及就该等未行使股份激励发行股份对每股收益的影响；
(b) 《上市规则》附录D1A第27段要求本公司在本招股章程中载列本集团任何成员公司正在期权化或已有条件或无条件同意期权化的任何资本的详情，包括已授出或将授出期权的代价、期权的价格及期限，以及受授人的姓名及地址；以及
(c) 《公司（清盘及杂项条文）条例》附表三第10段规定，本公司须在本招股章程中披露任何人士持有或有权获授本公司股份或债权证的认购期权的数目、说明及金额，连同该期权的以下详情，即：(a) 可行使期权的期间；(b) 根据期权认购股份或债权证所须支付的价格；(c) 已给予或将给予的代价（如有）；(d) 获授期权或期权权利的人士的姓名及地址，或如期权系以现有股东或债权证持有人身份授出，则为相关股份或债权证。
《上市指引》第3.6章第6段规定，一般而言，联交所会批准豁免在上市文件中披露特定受授人的姓名及地址。
(iii) 须发行以满足股份激励的相关股份总数；该等相关股份总数占已发行股本的百分比；以及根据股份激励计划悉数行使股份激励后的摊薄效应及对每股收益的影响。
(c) 备妥一份载有所有股份激励计划受授人完整名单的文件供公众查阅，该名单须载有股份激励披露规定所要求的所有详情。
于最后实际可行日期，2021年股份激励计划、2022年股份激励计划及2023年股份激励计划均已生效，股份激励披露规定适用于上述计划。详情请参阅本招股章程「附录六 — 法定及一般资料 — 4. 股份激励计划」。
截至最后实际可行日期，股份激励计划项下所有尚未行使的股份激励所涉及的A股总数为15,229,646股，约占全球发售完成后已发行股份总数的0.34%（假设(i)发行规模调整权及超额配股权均未获行使，且(ii)于最后实际可行日期至上市之间公司已发行股本不作任何其他变动），其中已授出的尚未行使的股份激励分别涉及706,552股A股、570,391股A股及857,583股A股，分别授予本公司董事、高级管理人员及12名仅为附属公司层面关连人士或公司层面关连人士之联系人（非直系家庭成员）且同时为本公司雇员的人士（「其他关连人士」），分别占股份激励计划项下尚未行使的股份激励总数的约4.64%、3.75%及5.63%，以及占全球发售完成后已发行股份总数的约0.02%、0.01%及0.02%（假设(i)发行规模调整权及超额配股权均未获行使，且(ii)于最后实际可行日期至上市之间公司已发行股本不作任何其他变动）。
本公司已申请：(i)就《上市规则》第17.02(1)(b)条及附录D1A第27段所规定的披露规定，向联交所申请豁免严格遵从；及(ii)根据《公司（清盘及杂项条文）条例》第342A条，向证监会申请豁除证书，豁除本公司严格遵从《公司（清盘及杂项条文）条例》附表三第10(d)段的规定，理由为严格遵从股份激励披露规定对本公司构成过重负担，且该等豁免及豁除不会损害投资公众的利益，理由如下：
鉴于股份激励计划项下涉及逾5,000名获授人（董事、高级管理人员或其他关连人士除外），若严格遵从相关披露规定，须在本招股说明书中列明股份激励计划项下所有获授人的完整资料，将因信息汇编及招股说明书编制的成本及时间大幅增加，对本公司造成高昂费用及过重负担。例如，披露每名获授人的个人信息可能需要取得所有获授人的同意，以符合个人信息隐私法律及原则。鉴于获授人数量众多，取得其同意将对本公司造成不必要的负担；
全面披露授予每名获授人的股份激励详情，可能使本公司雇员获悉其同事或其他雇员薪酬的相关信息，进而对员工士气产生负面影响、引发内部恶性竞争，并导致招募及挽留人才的成本增加。相反，不全面披露该等详情，将使本公司在厘定薪酬政策及详情方面保留更大灵活性；
与股份激励相关的重要信息，包括豁免条件所要求的大部分信息，已于本招股说明书中予以披露，以向潜在投资者提供足够信息，使其能够作出知情决定。
其他关连人士仅为附属公司层面的关连人士或公司层面关连人士之联系人（非直系家庭成员），同时亦为本集团的关键中层管理人员。就该等人士的授出详情作出个别披露，将暴露有关本公司人才管理策略及薪酬政策的敏感信息，并向竞争对手提供具体信息，或被用于针对性地挖角本公司关键中层管理人员，从而可能损害本集团吸引及挽留关键人才的努力，影响本集团的业务运营及发展。此外，授予其他关连人士的股份激励合计仅占本公司已发行股份总数的极小比例。
Making available a full list of all grantees for public inspection will not only provide our employees with access to information about the remuneration of their peers or other employees, leading to negative impact on employee morale, negative internal competition and increased recruiting and retention costs, but also provide competitors with our employee remuneration details, facilitating their recruitment activities and compromising our retention efforts. – 89 –
Therefore, we have applied for, and the Stock Exchange has granted us, a waiver from strict compliance with Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing Rules in relation to the Share Incentive Plans on the conditions that:
(a) a summary of the latest terms of the Share Incentive Plans is disclosed in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus;
(b) full details as required under Rule 17.02(1)(b) of, and paragraph 27 of Appendix D1A to, the Listing Rules, and paragraph 10 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance of the Share Incentives granted by our Company to our Directors and senior management, on an individual basis, are disclosed in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus. With respect to the Share Incentives granted to the Other Connected Persons, the following details are disclosed on an aggregated basis in this prospectus: (i) the number of grantees, the type of Share Incentives and the number of Shares underlying the Share Incentives, (ii) the consideration paid for the grant of the Share Incentives, and (iii) the vesting/exercise period and the exercise price of the Share Incentives;
(c) with respect to the Share Incentives granted to the remaining grantees (being grantees who are not our Directors, senior management or Other Connected Persons), disclosure is made on an aggregate basis categorized into groups based on the number of Shares underlying the outstanding Share Incentives, being (i) 1 to 10,000, (ii) 10,001 to 100,000 and (iii) 100,001 and above, and in respect of each group of Shares, the following details are disclosed in this prospectus: (i) the number of grantees, the type of Share Incentives and the number of Shares underlying the Share Incentives, (ii) the consideration paid for the grant of the Share Incentives, and (iii) the vesting/exercise period and the exercise price of the Share Incentives;
(d) the total number of Shares underlying the outstanding Share Incentives under the Share Incentive Plans and the percentage to our total issued Shares represented by such number of Shares as of the Latest Practicable Date are disclosed in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus;
(e) the dilutive effect and impact on earnings per share upon the full exercise of the Share Incentives upon completion of the Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing) are disclosed in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus; and
(f) the grant of a certificate of exemption under the Companies (Winding Up and Miscellaneous Provisions) Ordinance from the SFC exempting our Company from strict compliance with paragraph 10(d) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
We have applied for, and the SFC has granted us, a certificate of exemption under section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from strict compliance with paragraph 10(d) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance on the conditions that:
(a) full details as required under paragraph 10 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance of the Share Incentives granted by our Company to our Directors and senior management, on an individual basis, are disclosed in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus. With respect to the Share Incentives granted to the Other Connected Persons, the following details are disclosed on an aggregated basis in this prospectus: (i) the number of grantees, the type of Share Incentives and the number of Shares underlying the Share Incentives, (ii) the consideration paid for the grant of the Share Incentives, and (iii) the vesting/exercise period and the exercise price of the Share Incentives;
(b) with respect to the Share Incentives granted to the remaining grantees (being grantees who are not our Directors, senior management or Other Connected Persons), disclosure is made on an aggregate basis categorized into groups based on the number of Shares underlying the outstanding Share Incentives, being (i) 1 to 10,000, (ii) 10,001 to 100,000 and (iii) 100,001 and above, and in respect of each group of Shares, the following details are disclosed in this prospectus: (i) the number of grantees, the type of Share Incentives and number of Shares underlying the Share Incentives, (ii) the consideration paid for the grant of the Share Incentives, and (iii) the vesting/exercise period and the exercise price of the Share Incentives; and
(c) the particulars of the exemption are disclosed in this prospectus, and this prospectus is issued on or before May 12, 2025.
《上市规则》第8.08(1)(a)及(b)条（经第19A.13A条修订）规定，申请上市的证券必须有公开市场。这通常意味着：(a) 发行人已发行股份总数中，至少25%须由公众人士持有；(b) 如发行人除申请上市的一类证券外，还有一类或多类其他证券，则在上市时，公众人士持有的发行人全部证券（在所有受监管市场（包括联交所）合计）须至少占发行人已发行股份总数的25%。然而，申请上市的该类证券不得少于发行人已发行股份总数的15%，且其上市时的预期市值不得低于125,000,000港元。
根据263.00港元的发售价，并假设发售规模调整权及超额配售权均未获行使，我们预期H股的市值将超过《上市规则》第8.08(1)(b)条及第19A.13A条所规定的最低预期市值1.25亿港元的要求。
本公司已申请，且联交所已向本公司批准豁免遵守第8.08(1)(b)条及第19A.13A条项下的最低公众持股量规定，以便本公司H股（即申请在联交所上市的证券）于全球发售完成后由公众人士持有的最低百分比为本公司全球发售完成后已发行股份总数的1.6%，假设发售规模调整权及超额配售权均未获行使，且自最后实际可行日期至上市之间本公司已发行股本无任何其他变动，但须符合下列条件：
(d) 我们将实施适当的措施及机制，以确保持续维持联交所于上市时批准的H股最低公众持股量，或《上市规则》或联交所不时允许的较低规定（如有）。
如"关联交易"一节所述，本公司参与并预期将继续进行若干交易，该等交易于上市后将构成本公司根据《上市规则》须予披露的部分豁免持续关联交易。本公司董事认为，严格遵守《上市规则》的公告规定将造成过重负担，并会对本公司带来不必要的行政成本。
因此，本公司已申请，且联交所已向本公司批准豁免就上市后的该等部分豁免持续关联交易严格遵守《上市规则》第14A章项下的公告规定。详情请参阅"关联交易"。
《上市规则》实务备注18第4.2段规定须设立回拨机制，若达到若干规定的总需求水平，香港发售股份的数量将增加至全球发售所提供发售股份总数的若干百分比。
本公司已申请，且联交所已向本公司批准豁免严格遵守《上市规则》实务备注18第4.2段的规定，据此，香港公开发售最初将占全球发售的7.5%，其余将分配至国际发售，且不受任何回拨机制约束，但须符合以下条件：最终分配予香港公开发售的发售股份的市值不得低于20亿港元。申请基于以下理由提出：
(a) 充分考虑香港公众投资者的利益。本公司承诺，根据最终发售价，最终分配予香港公开发售的发售股份的市值将不低于20亿港元。因此，即使缺乏回拨机制，初始分配规模已足够大，可满足公众投资者对香港公开发售股份的需求。
(b) 向香港散户投资者提供的股份分配多于典型实务备注18豁免（定义见下文）。在联交所批准的典型豁免严格遵守实务备注18的情形下（参照《指引》第4.14章，称为"典型实务备注18豁免"），公开发售的市值为20亿港元。香港公开发售的市值将不低于典型实务备注18豁免下的市值。
(c) 发售架构易于理解。根据豁免，全球发售将不涉及回拨触发点，且在香港公开发售未获认购不足的前提下，香港公开发售的数量及百分比将不会有所变动。该架构为公众投资者提供了确定性，且易于一般公众投资者理解。
为免存疑，若香港公开发售未获足额认购，香港公开发售项下未获认购的发售股份可重新分配至国际发售。详情请参阅"全球发售架构——香港公开发售——重新分配"。
上市规则第10.04条规定，发行人的现有股东仅可在符合上市规则第10.03(1)条及第(2)条所列条件的情况下，以其本人名义或通过提名人，认购或购买发行人正寻求上市且由发行人或代表发行人销售的任何证券。上市规则第10.03(1)条规定，不得以优惠基准向现有股东提呈任何证券，且在配发证券时不得给予其优惠待遇；第10.03(2)条规定，须达到上市规则第8.08(1)条规定的最低公众持股百分比。
上市规则附录F1第5(2)段规定，除非符合上市规则第10.03条及第10.04条所订条件，否则全球发售中不得向申请人现有股东或其紧密联系人（无论以其本人名义或通过提名人）进行任何配发。
《新上市申请人指引》第4.15章规定，若能解决现有股东或其紧密联系人凭借其影响申请人的能力而在配发过程中获得实际或被认为获得优惠待遇的问题，联交所将考虑同意并批准豁免申请人现有股东或其紧密联系人参与首次公开发售的上市规则第10.04条。
《新上市申请人指引》第4.15章第13段订明，联交所在考虑批准豁免及同意上市规则第10.04条以向现有股东或其紧密联系人进行配售时须满足的条件（"现有股东条件"）。
于上市前，本公司股本全部由在深圳证券交易所上市的A股组成。本公司拥有庞大且分散的公众A股股东基础。
本公司已向联交所申请，且联交所已向本公司批准，豁免严格遵守上市规则第10.04条的规定，并根据上市规则附录F1第5(2)段给予同意，以允许将国际发售中的H股配售予若干现有少数股东，该等股东将仅以基础投资者或承配人（但非两者兼任）之身份参与国际发售（统称"现有少数股东"），条件为每名该等股东均须：
(ii) 联席保荐人以书面向联交所确认，根据(i)其与本公司及总体协调人的讨论；以及(ii)本公司及总体协调人向联交所提供的确认（下述确认(iii)及(iv)），就其所知所信，其无理由相信任何现有少数股东或其紧密联系人获得任何优惠待遇，或凭借其与本公司的关系，处于可对本公司施加影响的位置，从而在配发（无论作为基础投资者或承配人）中获得实际或被认为获得优惠待遇，惟按照《新上市申请人指引》第4.15章所载原则进行基础投资所产生的保证配额优惠待遇除外，且持有本公司于全球发售完成前已发行股本超过1%的现有少数股东的配发详情将于本招股章程及╱或配发结果公告（视情况而定）中予以披露；
(A) in the case of participation as cornerstone investors, no preferential treatment has been, nor will be, given to the Existing Minority Shareholders or their close associates by virtue of their relationship with our Company, other than the preferential treatment of assured entitlement under a cornerstone investment following the principles set out in Chapter 4.15 of the Guide for New Listing Applicants, nor is the Existing Minority Shareholder in a position to exert influence on the Company to obtain actual or perceived preferential treatment, and the Existing Minority Shareholders or their close associates' cornerstone investment agreements do not contain any material terms which are more favorable to the Existing Minority Shareholders or their close associates than those in other cornerstone investment agreements; or
(B) in the case of participation as placees, no preferential treatment has been, nor will be, given to the Existing Minority Shareholders or their close associates, nor is the Existing Minority Shareholder in a position to exert influence on the Company to obtain actual or perceived preferential treatment, by virtue of their relationship with our Company in any allocation in the placing tranche; and
(iv) in the case of participation as placees, the Overall Coordinators will confirm to the Stock Exchange (in the form satisfactory to the Stock Exchange) that, to the best of their knowledge and belief, no preferential treatment has been, nor will be, given to the Existing Minority Shareholders or their close associates by virtue of their relationship with our Company in any allocation in the placing tranche.
WAIVER FROM STRICT COMPLIANCE WITH RULE 10.04 OF AND CONSENT UNDER PARAGRAPH 5(2) OF APPENDIX F1 TO THE LISTING RULES AND PARAGRAPH 17 OF CHAPTER 4.15 OF THE GUIDE IN RESPECT OF SUBSCRIPTIONS OF OFFER SHARES BY EXISTING SHAREHOLDERS AND/OR THEIR CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules provides that a person who is an existing shareholder of the issuer may only subscribe for or purchase any securities for which listing is sought which are being marketed by or on behalf of a new applicant either in his or its own name or through nominees if the conditions in Rule 10.03(1) and (2) of the Listing Rules are fulfilled. The conditions in Rules 10.03(1) and (2) of the Listing Rules are that (i) no securities will be offered to them on a preferential basis and no preferential treatment will be given to them in the allocation of the securities; and (ii) the minimum prescribed percentage of public shareholders required by Rule 8.08(1) of the Listing Rules is achieved.
Paragraph 5(2) of the Placing Guidelines (the "Placing Guidelines") provides, inter alia, that without the prior written consent of the Stock Exchange, no allocations will be permitted to directors or existing shareholders of the applicant or their close associates, whether in their own names or through nominees unless the conditions set out in Rules 10.03 and 10.04 of the Listing Rules are fulfilled.
Paragraph 12 of Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will consider granting a waiver from Rule 10.04 of the Listing Rules and a consent, pursuant to paragraph 5(2) of Appendix F1 to the Listing Rules, to allow a listing applicant's existing shareholders or their close associates to participate in its initial public offering if any actual or perceived preferential treatment arising from their ability to influence the listing applicant during the allocation process can be addressed.
Paragraph 13 of Chapter 4.15 of the Guide for New Listing Applicants sets out the conditions required to be fulfilled when the Stock Exchange considers granting a waiver and consent from Rule 10.04 of the Listing Rules to placing to existing shareholders or their close associates (the "Existing Shareholder Conditions").
Paragraph 17 of Chapter 4.15 of the Guide provides that the Stock Exchange will grant a consent and/or waiver to allow an existing shareholder and/or its close associates and a cornerstone investor to subscribe or purchase further securities in the IPO without fulfilment of the Existing Shareholder Conditions subject to the disclosure of details of the allocation in the listing document and/or the allotment results announcement, and the following:
(b) Securities allocated to all existing shareholders and their close associates (whether as cornerstone investors and/or as placees) as permitted under this exemption do not exceed 30% of the total number of securities offered; and
(c) Each director, chief executive, controlling shareholder and, in the case of PRC issuers, supervisor of the applicant must have confirmed that no securities have been allocated to them or their respective close associates under this exemption.
(together, the "Size-based Exemption Conditions").
We have applied to the Stock Exchange for, and the Stock Exchange has granted to us, a waiver from strict compliance with the requirements under Rule 10.04 and consent under Paragraph 5(2) of Appendix F1 to the Listing Rules for allocation of securities to certain existing shareholders and/or their close associates who will subscribe for Offer Shares as cornerstone investors and as placees and to certain cornerstone investors who will subscribe for further Offer Shares as placees in the International Offering on the conditions that:
(ii) our Company will comply with the public float requirement under Rule 8.08(1) of the Listing Rules; and
(iii) details of the allocation to such investors will be disclosed in the allotment results announcement to be published in connection with the Global Offering.
WAIVERS AND EXEMPTIONS DISCLOSURE OF OFFER PRICE Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or offer price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of the Guide, the Stock Exchange also allows an indicative offer price range to be included in the prospectus, as an alternative to the disclosure of a fixed offer price.
We have applied to the Stock Exchange a waiver from strict compliance with paragraph 15(2)(c) of Appendix D1A to the Listing Rules so that the Company will only disclose the maximum Offer Price in the Prospectus on the below basis:
(a) The Offer Price will be determined with reference to, among other factors, the closing price of the Company's A Shares on the Shenzhen Stock Exchange on the last trading day on or before the Price Determination Date. Our Company is unable to control the trading price of our A Shares on the Shenzhen Stock Exchange;
(b) Setting a fixed offer price or an offer price range with a low-end may adversely affect our ability to price our H Shares in the best interests of our Shareholders and the market price of the A Shares and the Hong Kong Offer Shares;
(c) Pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the amount payable on application and allotment on each share, and the price to be paid for shares subscribed for, shall be specified in the Prospectus, respectively. Disclosure of a maximum offer price complies with the requirements prescribed under paragraphs 9 and 10(b) of Part A the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance by providing a clear indication of the maximum subscription consideration a potential investor shall pay for the Offer Shares; and
(d) A maximum Offer Price will be disclosed in this prospectus. This alternative disclosure approach would not prejudice the interests of the investing public in Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph 15(2)(c) of Appendix D1A to the Listing Rules on the conditions that the Prospectus will disclose:
(c) the historical prices of the Company's A Shares and trading volume on the Shenzhen Stock Exchange during the Track Record Period and up to the Latest Practicable Date;
WAIVERS AND EXEMPTIONS (e) the source for investor to access the latest market price of the Company's A Shares.
See "Structure of the Global Offering — Pricing — Determining the Pricing of the Offer Shares" in this prospectus for the historical prices of our A Shares and trading volume on the Shenzhen Stock Exchange.
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF H SHARES BY CERTAIN CORNERSTONE INVESTORS WHO ARE CONNECTED CLIENTS Paragraph 5(1) of Appendix F1 to the Listing Rules provides that no allocations will be permitted to "connected clients" of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s)) (collectively, the "Distributors", and each a "Distributor"), without the prior written consent of the Stock Exchange.
Paragraph 13(7) of the Appendix F1 to the Listing Rules states that "connected client" in relation to an exchange participant means any client which is a member of the same group of companies as such exchange participant.
CICC Financial Trading Limited ("CICC FT") has entered into cornerstone investment agreements with the Company and China International Capital Corporation Hong Kong Securities Limited ("CICCHKS"). CICC FT and China International Capital Corporation Limited ("CICCL") will enter into a series of cross border delta-one OTC swap transactions (the "Gaoyi OTC Swaps" and "Greenwoods OTC Swaps") with each other and the ultimate clients (the "CICC FT Ultimate Clients (Gaoyi)" and "CICC FT Ultimate Clients (Greenwoods)"), respectively, pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the Gaoyi OTC Swaps and Greenwoods OTC Swaps, respectively, while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients (Gaoyi) and CICC FT Ultimate Clients (Greenwoods), respectively. CICC FT and CICCHKS, one of the Joint Sponsors, Overall Coordinators and Underwriters of the Global Offering, are members of the same group of companies. Accordingly, CICC FT is a connected client of CICCHKS.
UBS Asset Management (Singapore) Limited ("UBS AM Singapore") has entered into a cornerstone investment agreement with the Company and UBS AG Hong Kong Branch to subscribe for Offer Shares and will hold the Offer Shares on a discretionary basis for and on behalf of its underlying clients and accounts under the International Offering. UBS AM Singapore is the delegate of the investment manager for and on behalf of its underlying clients and accounts. UBS AG Hong Kong Branch ("UBS HK") has been appointed, amongst others, as one of the Overall Coordinators and Underwriters of the Global Offering. UBS AM Singapore and UBS HK are members of the same group of companies. As a result, UBS AM Singapore is a connected client of UBS HK.
We have applied for, and the Stock Exchange has granted, a consent under paragraph 5(1) of Appendix F1 to the Listing Rules to permit each of (i) CICC FT (in connection with Gaoyi OTC Swaps and Greenwoods OTC Swaps) and (ii) UBS AM Singapore (collectively, the
WAIVERS AND EXEMPTIONS "Connected Client Cornerstone Investors") to participate in the Global Offering as a cornerstone investor on the following basis and conditions as set out in Paragraph 5 of Chapter 4.15 of the Guide for New Listing Applicants:
基石投资的详情及分配详情将于本招股说明书及配售结果公告中披露。
本招股说明书由本公司董事共同及各自承担全部责任，其内容根据《上市规则》、《公司（清盘及杂项条文）条例》及《证券及期货（股票市场上市）规则》（香港法例第571V章）的规定，就本集团向公众提供相关资料而编制。本公司董事经作出一切合理查询后确认，就其所知所信，本招股说明书所载资料在所有重大方面均属准确及完整，并无误导或欺骗成分，且并无其他事宜因遗漏而导致本招股说明书或其中任何陈述产生误导。
根据香港公开发售认购香港发售股份的每位人士须确认，或将被视为因其认购香港发售股份而确认，其知悉本招股说明书所述有关香港发售股份的要约及销售限制。
除香港外，本公司未采取任何行动以允许在任何其他司法管辖区公开发售H股或分发本招股说明书。因此，且不限于以下规定，本招股说明书不得用于，亦不构成在任何司法管辖区或任何情况下（在该司法管辖区或情况下此类要约或邀请未获授权）或向任何人士（就其而言提出此类认购要约或邀请属违法）提出的要约或邀请。在其他司法管辖区分发本招股说明书及发售和销售发售股份须受到限制，且须在符合相关证券法律规定、经相关证券监管机构登记或获得授权，或获豁免的情况下方可进行。特别是，发售股份未曾及将不会在中国内地或美国直接或间接地公开发售及出售。
本公司已于2025年3月25日就全球发售及上市事宜获中国证券监督管理委员会出具备案通知书。H股在联交所上市无需根据中国法律法规取得任何其他批准。
关于本招股章程及全球发售的资料 全球发售资料 本招股章程仅就香港公开发售而刊发。 就香港公开发售项下的申请，本招股章程载有香港公开发售的条款及条件。 香港发售股份仅在本招股章程所载资料及所作陈述的基础上，以及按照本招股章程所载条款及条件发售。任何人士均无权就全球发售提供本招股章程所载以外的资料或作出任何陈述，本招股章程以外的任何资料或陈述均不得被视为经本公司、联席保荐人、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、资本市场中介机构、包销商、本公司或彼等各自的任何联属公司或本公司或彼等各自的任何董事、高级人员、雇员、顾问、代理人或代表，或参与全球发售的任何其他人士或方面授权而发布。
上市由联席保荐人保荐，全球发售由总体协调人管理。根据香港包销协议，香港公开发售由香港包销商按照香港包销协议的条款及条件全额包销，并须待本公司与总体协调人（为其自身及代表包销商）就发售价达成协议后方可作实。国际发售预计由国际包销商全额包销，并须受国际包销协议条款及条件规限。有关包销商及包销安排的详情，请参阅"包销"一节。
本招股章程的交付，或与发售股份相关的任何发售、出售、交付、认购或购买，在任何情况下均不构成声明或产生暗示，表明自本招股章程日期起本公司事务未有任何变化，或本招股章程所载资料于本招股章程日期后任何日期均属准确。
有关全球发售架构的详情，包括其条件及与发售规模调整权、超额配股权及价格稳定相关的安排，请参阅"全球发售架构"一节。
本公司已向香港联合交易所申请批准根据全球发售发行的H股（包括可能因行使发售规模调整权及超额配股权而发行的H股）于香港联合交易所上市及买卖。H股预期于2025年5月20日（星期二）在香港联合交易所开始买卖。除已于深圳证券交易所创业板上市的A股、本集团若干于联交所上市的企业债券，以及本公司就H股于香港联合交易所上市及买卖尚待批准的申请外，本公司的股份或债务证券概无于香港联合交易所或任何其他证券交易所上市或买卖，亦无寻求或拟于近期寻求任何该等上市或上市许可。
根据《公司（清盘及杂项条文）条例》第44B(1)条，倘H股于申请名单截止日期后三周届满前或香港联合交易所在上述三周内通知本公司的较长期间（不超过六周）内拒绝批准H股于香港联合交易所上市及买卖，则就任何申请作出的任何配售均属无效。
在获批准H股于香港联合交易所上市及买卖，以及本公司遵守香港中央结算有限公司的股份接纳规定的前提下，H股将获香港中央结算有限公司接纳为合资格证券，以于H股在香港联合交易所开始买卖之日或香港中央结算有限公司另行厘定的日期起，在中央结算系统办理存入、结算及交收事宜。香港联合交易所参与者之间的交易须于任何交易日后第二个交收日在中央结算系统完成交收。中央结算系统下的所有活动均受香港中央结算有限公司不时生效的《中央结算系统一般规则》及《香港中央结算有限公司运作程序》规限。H股纳入中央结算系统的所有必要安排均已就绪。投资者应就交收安排详情征询其股票经纪或其他专业顾问的意见，因为该等安排可能影响其权利及利益。
Room 601, Building 7 Guanyunxuan Community No. 6 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC
Room 1102, Building 7 Guanyunxuan Community No. 6 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC
Room 504, Building 8 Guanyunxuan Community No. 6 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC
Room 902, Building 8 Guanyunxuan Community No. 6 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC
Room 305, Building 5 Guanyunxuan Community No. 6 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC
Room 402, Unit 1, Building 31 No. 202 Beijing West Road Qingshanhu District, Nanchang City Jiangxi Province PRC
Room 1402, Block 1 Fuzhuyuan Shizhuxin Garden No. 18 Hongtu Road, Nancheng Dongguan City Guangdong Province PRC
Room 1803, Building 13 Guanyunxuan Community No. 6 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC
Room 1405, Unit 2, Block 15 Baoxin City Plaza No. 2 Tianhu East Road Jiaocheng District, Ningde City Fujian Province PRC
Room 704, Building 1 Orange Court Goldland Green Town Xiping Village, Nancheng Dongguan City Guangdong Province PRC
For further details regarding our Directors and Supervisors, see "Directors, Supervisors and Senior Management."
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING PARTIES INVOLVED IN THE GLOBAL OFFERING Joint Sponsors (in alphabetical order)
China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central Hong Kong J.P. Morgan Securities (Far East) Limited 28/F, Chater House 8 Connaught Road Central Hong Kong Merrill Lynch (Asia Pacific) Limited 55/F, Cheung Kong Center 2 Queen's Road Central Central Hong Kong
Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and Capital Market Intermediaries (in alphabetical order)
China International Capital Corporation Hong Kong Securities Limited 29/F, One International Finance Centre 1 Harbour View Street Central Hong Kong China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central Hong Kong J.P. Morgan Securities (Asia Pacific) Limited 28/F, Chater House 8 Connaught Road Central Hong Kong Merrill Lynch (Asia Pacific) Limited 55/F, Cheung Kong Center 2 Queen's Road Central Central Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING Non-Sponsor-Overall Coordinators, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and Capital Market Intermediaries (in alphabetical order)
Goldman Sachs (Asia) L.L.C. 68/F, Cheung Kong Center 2 Queen's Road Central Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong UBS AG Hong Kong Branch 52/F, Two International Finance Centre 8 Finance Street Central Hong Kong
Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and Capital Market Intermediaries (in alphabetical order)
BNP Paribas Securities (Asia) Limited 60/F. and 63/F., Two International Finance Centre 8 Finance Street Central Hong Kong Guotai Junan Securities (Hong Kong) Limited 28/F., Low Block Grand Millennium Plaza 181 Queen's Road Central Hong Kong
As to Hong Kong and U.S. laws Kirkland & Ellis 26/F, Gloucester Tower The Landmark 15 Queen's Road Central Central Hong Kong As to PRC laws Llinks Law Offices 19/F, One Lujiazui 68 Yin Cheng Road Middle Shanghai PRC
As to Hong Kong and U.S. laws Linklaters 11/F, Alexandra House Chater Road Central Hong Kong As to PRC laws CM Law Firm Room 2805, Plaza 66 Tower 2 1366 West Nanjing Road Shanghai PRC
Grant Thornton Hong Kong Limited Certified Public Accountants and Registered Public Interest Entity Auditor 11/F, Lee Garden Two 28 Yun Ping Road Causeway Bay Hong Kong
Shenzhen GaoGong Industry Research & Consulting Co. Ltd. Room 401B, Block A, Wanhai Building 1031 Nanhai Avenue, Yanshan Community Zhaoshang Street Nanshan District Shenzhen PRC
China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central Hong Kong
Bank of China (Hong Kong) Limited 1 Garden Road Hong Kong CMB Wing Lung Bank Limited 45 Des Voeux Road Central Hong Kong
Mr. Pan Jian No. 2 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC Mr. Jiang Li No. 2 Xingang Road Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC
Mr. Jiang Li No. 2 Xingang Road, Zhangwan Town Jiaocheng District, Ningde City Fujian Province PRC Ms. Jian Xuegen (HKCPA, PRC CPA) 40th Floor, Dah Sing Financial Centre No. 248 Queen's Road East Wan Chai Hong Kong
Mr. Zeng Yuqun (Chairperson) Mr. Pan Jian Mr. Li Ping Mr. Zhou Jia Dr. Ouyang Chuying Mr. Zhao Fenggang
The information and statistics set out in this section and other sections of this prospectus are derived from various official government publications, market research and other publicly available sources, and other information sourced from independent suppliers, and from the independent industry report prepared by GGII. The information from official government sources has not been independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, any of the Underwriters, any of their respective directors and advisors, or any other persons or parties involved in the Global Offering, and no representation is given as to its accuracy.
In recent years, in response to the challenges posed by global climate change and promoting sustainable development, many countries have formulated strategies and policy initiatives to drive clean energy transition and promote a low-carbon economy. According to Net Zero Tracker, 195 jurisdictions worldwide have declared and adopted Nationally Determined Contributions¹, with a strong emphasis on decarbonizing key sectors such as power, transportation and industrials. Energy systems in these countries are evolving to become greener, more efficient and intelligent.
On the power supply side, renewable energy such as wind and solar power have witnessed rapid expansion globally, with their share of total installed capacity continuously increasing. Energy storage system is set to play an essential role in providing stability and flexibility in power systems as renewables scale up. On the grid side, as power grid becomes more flexible, digitalized and intelligent, its capacity to integrate and accommodate renewable energy is continuously improving. On the load side, the NEV penetration has surged in recent years, with electrification extending further to sectors such as machinery, vessels and aircraft, advancing the transition toward green mobility in phases. Meanwhile, industrial electrification is deepening, driving the adoption of energy storage solutions in commercial and industrial applications to facilitate emission reduction. Upon multi-energy complementarity, generation-grid planning, and source-load interaction, integrated energy system is promoting low-carbon and clean energy transition of the whole society.
High-quality lithium-ion battery, as core energy storage carrier, with advantages such as high energy density, long life cycle, excellent stability and safety features, plays a pivotal role in new electricity system and low-carbon society. A lithium-ion battery primarily consists of cathode, anode, separator, and electrolyte. Its working principle is as follows: during charging, lithium ions migrate from the cathode to the anode, storing electrical energy; conversely, during discharging, lithium ions migrate from the anode to the cathode, releasing the stored electrical energy. The various performance indicators of lithium-ion batteries involve strong interconnection among physical fields such as electrochemistry and thermodynamics, and
Computershare Hong Kong Investor Services Limited Shops 1712-1716 17th Floor, Hopewell Centre 183 Queen's Road East Wan Chai Hong Kong
Industrial and Commercial Bank of China Ningde Jiaocheng Sub-branch No. 51 South Jiaocheng Road Jiaocheng District, Ningde City Fujian Province PRC
China Merchants Bank Nancheng Sub-branch No. 18 Hongbei Road, Nancheng Street Dongguan City Guangdong Province PRC
HSBC Bank Fuzhou Branch No. 06-09, 1st Floor No. 363 Middle Jiangbin Avenue Aofeng Street Taijiang District, Fuzhou City Fujian Province PRC
Standard Chartered Bank Fuzhou Branch Unit 1505, Xinhe Plaza No. 137 Wusi Road Gulou District, Fuzhou City Fujian Province PRC
The information and statistics set out in this section and other sections of this prospectus are derived from various official government publications, market research and other publicly available sources, and other information sourced from independent suppliers, and from the independent industry report prepared by GGII. The information from official government sources has not been independently verified by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Capital Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers, any of the Underwriters, any of their respective directors and advisors, or any other persons or parties involved in the Global Offering, and no representation is given as to its accuracy.
In recent years, in response to the challenges posed by global climate change and promoting sustainable development, many countries have formulated strategies and policy initiatives to drive clean energy transition and promote a low-carbon economy. According to Net Zero Tracker, 195 jurisdictions worldwide have declared and adopted Nationally Determined Contributions¹, with a strong emphasis on decarbonizing key sectors such as power, transportation and industrials. Energy systems in these countries are evolving to become greener, more efficient and intelligent.
On the power supply side, renewable energy such as wind and solar power have witnessed rapid expansion globally, with their share of total installed capacity continuously increasing. Energy storage system is set to play an essential role in providing stability and flexibility in power systems as renewables scale up. On the grid side, as power grid becomes more flexible, digitalized and intelligent, its capacity to integrate and accommodate renewable energy is continuously improving. On the load side, the NEV penetration has surged in recent years, with electrification extending further to sectors such as machinery, vessels and aircraft, advancing the transition toward green mobility in phases. Meanwhile, industrial electrification is deepening, driving the adoption of energy storage solutions in commercial and industrial applications to facilitate emission reduction. Upon multi-energy complementarity, generation-grid planning, and source-load interaction, integrated energy system is promoting low-carbon and clean energy transition of the whole society.
High-quality lithium-ion battery, as core energy storage carrier, with advantages such as high energy density, long life cycle, excellent stability and safety features, plays a pivotal role in new electricity system and low-carbon society. A lithium-ion battery primarily consists of cathode, anode, separator, and electrolyte. Its working principle is as follows: during charging, lithium ions migrate from the cathode to the anode, storing electrical energy; conversely, during discharging, lithium ions migrate from the anode to the cathode, releasing the stored electrical energy. The various performance indicators of lithium-ion batteries involve strong interconnection among physical fields such as electrochemistry and thermodynamics, and
¹ Nationally Determined Contributions (NDCs) are national climate action plans by each country under the Paris Agreement, an international treaty on climate change including commitments from each country to reduce emissions and work together to adapt to the impacts of climate change.
The global NEV demand continues to grow. The global sales volume of NEV increased from 3.2 million units in 2020 to 17.7 million units in 2024, and is expected to further increase to 55.6 million units in 2030, representing a CAGR of 21.0% from 2024 to 2030. The global NEV penetration rate is expected to increase from 19.8% in 2024 to 55.7% in 2030. Specifically, the penetration rate of new energy PV is expected to increase from 23.2% in 2024 to 61.0% in 2030, and the penetration rate of new energy CV is expected to increase from 4.8% in 2024 to 31.0% in 2030.
| | NEV Penetration rate | CAGR 2020–2024 | CAGR 2024–2030E | |---|---|---|---| | New energy PV | 5.4% | 75.4% | 17.4% | | New energy CV | | 47.4% | 31.4% | | Total | 45.0% | 73.2% | 18.3% | | PV Penetration | | | 92.2% |
| Year | PV | CV | |---|---|---| | 2020 | 1.3 | 0.1 | | 2021 | 3.3 | 0.2 | | 2022 | 6.2 | 0.3 | | | 8.3 | | | | 5.9 | | | | 3.1 | | | | 1.2 | |
Source: International Organization of Motor Vehicle Manufacturers, European Automobile Manufacturers' Association, GGII Report
In Europe, the NEV penetration rate reached 17.2% in 2024, and the sales volume of NEV is expected to increase to 12.2 million units in 2030, with a CAGR of 26.5% from 2024 to 2030. The NEV penetration rate in Europe is expected to increase to 60.2% in 2030. Specifically, the penetration rate of new energy PV is expected to increase from 20.3% in 2024 to 64.0% in 2030, and the penetration rate of new energy CV is expected to increase from 2.7% in 2024 to 39.8% in 2030.
In the United States, the NEV penetration rate reached 9.7% in 2024, and the sales volume of NEV is expected to increase to 6.2 million units in 2030, with a CAGR of 25.4% from 2024 to 2030. The NEV penetration in the United States is expected to increase to 32.4% in 2030. Specifically, the penetration rate of new energy PV is expected to increase from 12.2% in 2024 to 39.0% in 2030, and the penetration rate of new energy CV is expected to increase from 1.2% in 2024 to 7.6% in 2030.
| | CAGR | | |---|---|---| | | 2020-2024 | 2024-2030E | | BEV | 51.4% | 20.5% | | PHEV | 59.5% | 18.6% | | Total | 54.2% | 19.8% |
New energy PV accounted for approximately 95% of total NEV sales volume in 2024. They can be categorized by powertrain type into BEV and PHEV. In 2024, the average battery energy capacity per vehicle was 63 kWh for BEV and 24 kWh for PHEV. The global sales volume of new energy PV reached 16.9 million units in 2024 and is expected to increase to 50.2 million units in 2030, representing a CAGR of 19.8% from 2024 to 2030. Specifically, the global sales volume of BEV are expected to increase from 10.7 million units in 2024 to 32.6 million units in 2030, with a CAGR of 20.5%, and its market share in new energy PV is expected to increase from 62.9% in 2024 to 65.0% in 2030. The global sales volume of PHEV is expected to increase from 6.3 million units in 2024 to 17.6 million units in 2030 with a CAGR of 18.6%.
| | CAGR | | |---|---|---| | | 2020-2024 | 2024-2030E | | Bus | (2.9%) | 12.6% | | LCV | 56.9% | 38.1% | | Truck | 113.8% | 45.5% | | Total | 45.0% | 37.8% |
| | 2020-2024 | 2024-2030E | |---|---|---| | BEV | 51.1% | 22.0% | | PHEV and other hybrids | 65.9% | 24.0% | | Total | 53.4% | 22.4% |
新能源商用车主要包括新能源客车、新能源轻型商用车和新能源卡车。新能源商用车市场在碳排放减少政策的支持、成本效益的提升、技术进步和新能源基础设施建设等多重因素的推动下，正在快速增长。商用车生产商正在加快向新能源转型，新能源商用车车型数量正在快速增加。中国高质量新能源商用车的出口进一步刺激了海外新能源商用车市场的发展。大规模推广和技术改进提升了新能源商用车的成本效益。随着大容量电池技术的更多应用，新能源商用车的续航里程正在增加，其成本效益预计将进一步提升。此外，新能源商用车充换电基础设施的持续完善也改善了补能方案的效率和灵活性。
在上述因素的推动下，全球新能源商用车销量从2020年的20万辆增加到2024年的80万辆，预计将在2030年增至540万辆，2024年至2030年的复合年增长率为37.8%。2024年，全球商用车总销量达到1,650万辆，而新能源商用车仅占市场的4.8%，这凸显了该细分市场的巨大增长潜力。新能源商用车的渗透率预计将在2030年提升至31.0%。中国目前是最大的新能源商用车市场。中国新能源商用车的渗透率预计将从2024年的19.4%提升至2030年的75.3%。具体而言，新能源客车的渗透率预计将维持在55.0%至60.0%；新能源轻型商用车的渗透率预计将从2024年的19.5%提升至2030年的79.5%；新能源卡车的渗透率预计将从2024年的13.6%提升至2030年的59.6%。
| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | |---|---|---|---|---|---|---|---|---|---|---|---| | 出货量（GWh） | 182 | 375 | 636 | 781 | 969 | 1,285 | 1,753 | 2,232 | 2,739 | 3,260 | 3,754 |
新能源汽车销量的增长正在推动并预计将继续推动全球电动汽车电池出货量的持续增长。全球电动汽车电池出货量从2020年的182 GWh增加到2024年的969 GWh，复合年增长率为51.8%，预计将在2030年达到3,754 GWh，2024年至2030年的复合年增长率为25.3%。
| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | |---|---|---|---|---|---|---|---|---|---|---|---| | 出货量（GWh） | 78 | 184 | 350 | 383 | 551 | 779 | 1,001 | 1,229 | 1,489 | 1,736 | 2,014 |
近年来，中国电动汽车电池市场经历了快速增长，已成为全球最大的电动汽车电池市场。中国电动汽车电池出货量从2020年的78 GWh增加到2024年的551 GWh，复合年增长率为63.3%，预计将在2030年增长至2,014 GWh，2024年至2030年的复合年增长率为24.1%。
| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | |---|---|---|---|---|---|---|---|---|---|---|---| | 出货量（GWh） | 69 | 121 | 158 | 200 | 190 | 243 | 373 | 526 | 657 | 807 | 918 |
欧洲电动汽车电池出货量预计将从2024年的190 GWh增长至2030年的918 GWh，复合年增长率为30.0%。
| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | |---|---|---|---|---|---|---|---|---|---|---|---| | 出货量（GWh） | 25 | 48 | 86 | 127 | 143 | 168 | 242 | 324 | 414 | 508 | 608 |
美国电动汽车电池出货量预计将从2024年的143 GWh增长至2030年的608 GWh，复合年增长率为27.2%。
| | 2020-2024复合年增长率 | 2024-2030E复合年增长率 | |---|---|---| | 三元电池 | 38.0% | 22.1% | | 磷酸铁锂电池 | 90.8% | 27.8% | | 其他 | 23.9% | 115.3% | | 合计 | 51.8% | 25.3% |
| | 三元电池占比 | 磷酸铁锂电池占比 | |---|---|---| | 2020 | 82.2% | 17.6% | | 2024 | 56.1% | 43.8% | | 2030E | 48.1% | 49.3% |
| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | |---|---|---|---|---|---|---|---|---|---|---|---| | 三元电池 | 150 | 217 | 418 | 499 | 543 | 668 | 906 | 1,092 | 1,327 | 1,596 | 1,805 | | 磷酸铁锂电池 | 32 | 99 | 276 | 281 | 425 | 611 | 834 | 1,117 | 1,372 | 1,602 | 1,849 | | 其他 | 0.4 | 1 | 0.4 | 0.3 | 1 | 7 | 12 | 23 | 39 | 62 | 100 | | 合计 | 182 | 375 | 636 | 781 | 969 | 1,285 | 1,753 | 2,232 | 2,739 | 3,260 | 3,754 |
总体而言，三元电池具有更高的电池能量密度、更高的充放电效率和更高的回收价值。另一方面，磷酸铁锂电池通常具有更好的热稳定性和更长的使用寿命等优势。全球三元电池出货量从2020年的150 GWh增加到2024年的543 GWh，复合年增长率为38.0%，预计将在2030年达到1,805 GWh，2024年至2030年的复合年增长率为22.1%，占2030年全球电动汽车电池出货量的48.1%。全球磷酸铁锂电池出货量从2020年的32 GWh增加到2024年的425 GWh，复合年增长率为90.8%，预计将在2030年达到1,849 GWh，2024年至2030年的复合年增长率为27.8%。在电池性能提升和电池系统集成效率提高所带来的磷酸铁锂电池竞争力增强的推动下，磷酸铁锂电池的全球市场份额从2020年的17.6%提升至2024年的43.8%，预计将在2030年达到49.3%。
| | 2020-2024复合年增长率 | 2024-2030E复合年增长率 | |---|---|---| | 纯电动汽车（BEV） | 51.1% | 22.0% | | 插电式混合动力及其他混合动力汽车（PHEV及其他混合动力） | 65.9% | 24.0% | | 合计 | 53.4% | 22.4% |
| | 2020 | 2021 | |---|---|---| | 纯电动汽车（BEV） | 138 | 298 | | 插电式混合动力及其他混合动力 | 22 | 44 | | 合计 | 160 | 342 |
The global shipments of EV batteries for PV increased from 160 GWh in 2020 to 886 GWh in 2024, with a CAGR of 53.4%, and are expected to reach 2,976 GWh in 2030. In particular, the shipments of EV batteries for BEV, which feature higher battery energy capacity per vehicle compared to PHEV, are expected to grow from 721 GWh in 2024 to 2,374 GWh in 2030 with a CAGR of 22.0%, while the shipments of EV batteries for PHEV and other hybrids are expected to increase from 165 GWh in 2024 to 602 GWh in 2030 with a CAGR of 24.0%.
| | CAGR 2020–2024 | CAGR 2024–2030E | |---------|----------------|-----------------| | Bus | (4.1%) | 15.4% | | LCV | 60.8% | 47.5% | | Truck | 131.1% | 49.5% | | Total | 38.9% | 45.2% |
| Year | Bus | LCV | Truck | Total | |--------|-----|-----|-------|-------| | 2020 | 16 | 6 | 1 | 22 | | 2021 | 14 | 33 | 4 | 53 | | 2022 | 18 | 60 | 14 | 83 (approx.) | | 2023 | 26 | 33 | 9 | 83 (approx.) | | 2024 | 13 | 38 | 32 | 83 | | 2025E | 14 | 80 | 59 | 160 (approx.) | | 2026E | 22 | 102 | 124 | 210 (approx.) | | 2027E | 25 | 153 | 22 | 245 (approx.) | | 2028E | 26 | 185 | 31 | 320 (approx.) | | 2029E | 25 | 248 | 363 | 388 (approx.) | | 2030E | 31 | 388 | 359 | 779 |
The global shipments of EV batteries for new energy CV increased from 22 GWh in 2020 to 83 GWh in 2024 with a CAGR of 38.9%, and are expected to reach 779 GWh in 2030, with a CAGR of 45.2% from 2024 to 2030. In particular, the shipments of EV batteries for E-Bus are expected to grow from 13 GWh in 2024 to 31 GWh in 2030 with a CAGR of 15.4%; the shipments of EV batteries for E-LCV are expected to increase from 38 GWh in 2024 to 388 GWh in 2030 with a CAGR of 47.5%; and the shipments of EV batteries for E-Truck are expected to increase from 32 GWh in 2024 to 359 GWh in 2030 with a CAGR of 49.5%.
Rapid Development of the NEV Market: The accelerating electrification of vehicles has contributed to the rapid growth in the EV battery market. This increasing penetration of NEV is driven by the following factors:
• Rapid increase in available NEV models: The global automobile industry is transitioning toward electrification. Automakers have continuously increased their investments in the R&D and production of NEV, leading to a rapid increase in the number of available NEV models. According to the GGII Report, in 2024, the number of new energy PV models available for sale worldwide exceeded 750 and is expected to reach over 1,500 in 2030; in 2024, the number of new energy CV models available for sale worldwide is approximately 3,000 and is expected to reach over 7,000 in 2030.
• Advancement in intelligence: The electrical architecture of NEV is more adaptable to the hardware and software systems required for intelligent vehicles. With continuous advancement and wide application of technologies such as smart cockpits and autonomous driving, user experience has significantly improved. Smart cockpit technology enables intelligent human-machine interaction, high-definition displays with immersive experiences, and multimedia interconnectivity, comprehensively enhancing the end-user experience. According to the GGII Report, by 2030, global sales of new energy PV equipped with smart cockpits are expected to reach approximately 43 million, accounting for 85% of the total sales volume of new energy PV. In terms of autonomous driving, by 2030, approximately 38 million new energy PV to be sold globally will feature L2 or higher technologies, accounting for 76% of the total sales volume of new energy PV. As L3 and above autonomous driving technologies mature, autonomous NEV will gradually enter commercialization, further boosting demand for NEV in the future.
• Continuous improvement of NEV infrastructure: The scale of global battery charging and swapping infrastructure has expanded significantly. The increasingly well-developed charging and swapping network for NEV has significantly enhanced the convenience of using NEV. According to the GGII Report, installed charging piles for new energy PV worldwide exceeded 50 million by the end of 2024, more than three times the number by the end of 2020, among these, the number of public fast-charging piles reached approximately 3 million, and is expected to reach 10 million by the end of 2030; the number of charging piles for E-Truck worldwide reached approximately 30,000, and is expected to reach approximately 150,000 by the end of 2030. In addition, the promotion and adoption of battery-swapping modes have further improved the efficiency and flexibility of NEV replenishing solutions. By the end of 2024, there were over 5,000 battery-swapping stations for new energy PV worldwide, more than seven times the number by the end of 2020, and is expected to exceed 20,000 by the end of 2030; there were approximately 1,000 battery-swapping stations for E-Truck worldwide, and it is expected to increase to over 9,000 in 2030. Increasing intelligent charging piles and battery-swapping stations can realize two-way interaction with the power grid and promote the development of V2G, which can reduce the impact of concentrated charging of NEV on the power grid, and further improve the flexibility of the power grid.
• Improved cost effectiveness: The continuous advancement in NEV technology, the maturity of the supply chain, and economies of scale have steadily reduced NEV purchase costs. Meanwhile, electricity costs and maintenance expenses of NEV during the usage period are significantly lower than those for traditional fuel vehicles, making NEV more attractive to end users. According to the GGII Report, E-Bus, E-LCV and E-Truck used for urban and short-distance transportation scenarios in China have better cost effectiveness in terms of TCO (total cost of ownership).
Gradual Increase in Battery Energy Capacity per Vehicle: According to the GGII Report, for passenger vehicles in 2024, the global average battery energy capacity per vehicle for BEV and PHEV was 63 kWh and 24 kWh, respectively, and is expected to reach 68 kWh and 32 kWh in 2030, respectively. Compared with new energy PV, E-Bus and E-Truck have a higher battery energy capacity per vehicle. In 2024, the global average battery energy capacity per vehicle for E-Bus, E-LCV and E-Truck was 199 kWh, 54 kWh, and 349 kWh, respectively, which are expected to increase to 230 kWh, 80 kWh, and 410 kWh in 2030, respectively. The increase in the battery energy capacity per vehicle has contributed to the growth in EV battery shipments.
Emerging Application Scenarios: With technological advancement and innovation, EV batteries have seen continuous improvements in energy density, life cycle, charge-discharge rate, safety and reliability. Their applications have gradually expanded to emerging fields such as machinery, vessels and aircraft, further driving demand in the EV battery market.
Major players in the global EV battery market include companies from China, South Korea, Japan, among others, with a relatively high market concentration due to significant barriers to entry. Based on EV battery usage volume in 2024, the top five and top ten EV battery companies accounted for 74.7% and 89.4% of the global market, respectively. Leading companies dominate the industry, leveraging their technological innovation, strengths in scale and capital resources, customer relationships and supply chain management capabilities.
| Company | Market Share | |---|---| | CATL | 36.2% | | LG Energy Solution | 14.1% | | BYD | 13.9% | | SK On | 5.9% | | Samsung SDI | 4.7% | | CALB | 3.6% | | Gotion High-tech | 2.7% | | Sunwoda | 1.8% | | EVE Energy | 1.4% | | Others | 8.7% |
| Company | Market Share | |---|---| | CATL | 36.6% | | LG Energy Solution | 13.5% | | BYD | 15.9% | | SK On | 4.9% | | Samsung SDI | 4.7% | | CALB | 4.8% | | Gotion High-tech | 2.3% | | EVE Energy | 2.3% | | Sunwoda | 1.5% | | Others | 10.5% |
| Company | Market Share | |---|---| | CATL | 37.9% | | BYD | 17.2% | | LG Energy Solution | 10.8% | | SK On | 4.4% | | Panasonic | 3.9% | | Samsung SDI | 3.3% | | CALB | 4.4% | | Gotion High-tech | 3.2% | | EVE Energy | 2.3% | | Sunwoda | 2.1% | | Panasonic | 6.1% | | Panasonic | 7.0% | | Others | 7.2% |
Electrochemical energy storage, exemplified by lithium-ion batteries, enables the storage, conversion, and utilization of electrical energy, with a vital role in stabilizing power output, peak-shaving and valley-filling, as well as regulation of system frequency. Currently, electrochemical energy storage systems mainly use LFP batteries. ESS batteries can be used for FTM energy storage and BTM energy storage based on their application scenarios. FTM energy storage offers a wide array of services for the power system. For example: (1) FTM energy storage ensures power generation capacity, maintains grid stability, and improves renewable energy integration. Wind and solar power have become the primary approach of global clean energy transformation, however, their power generation are unstable and volatile. FTM energy storage can store or release wind and solar power generated according to the grid capacity and the power demand, achieving flexibility in energy release; (2) FTM energy storage can charge during low-power-demand period and discharge during peak-power-demand period to ensure power supply and demand balance; (3) FTM energy storage can alleviate grid congestion by storing power that cannot be transmitted when the grid is clogged and releasing such power when the grid load is below capacity. BTM energy storage encompasses various applications, including industrial and commercial energy storage, data center energy storage, residential energy storage, and telecommunications energy storage, primarily serving functions include: (1) BTM energy storage can provide users with stable and reliable power supply; (2) BTM energy storage can charge and discharge during off-peak-rate period and peak-rate period, respectively, to save electricity expenses; (3) BTM energy storage can be used as an emergency backup to reduce the impact of sudden power restriction and blackout, and (4) BTM energy storage can supply power during peak-power-demand period and reduce the demand for transformer capacity expansion. Additionally, advancements in energy storage technology and integrated applications have led to the development of innovative power system applications such as microgrids and virtual power plants.
The energy storage sector is still in the early stage of development. It receives guidance and support from various countries worldwide through top-level policy planning, improvements in electricity market, and the establishment of incentive mechanisms. By advancing and optimizing various market mechanisms, including the electricity spot market, medium and long-term market, ancillary service market and capacity market, the energy storage industry anticipates more diversified profitability models from multiple revenue sources. In recent years, along with the low-carbon transition and continuously increasing penetration of renewable energy of the power industry, regions like China and Europe have seen a general rise in peak-valley price difference, with possibility of further widening in the future. This trend expands the potential for energy storage in peak-shaving and valley-filling and price arbitrage, as the business model of energy storage gradually mature. Furthermore, with the robust development of intelligent application, computing power and electricity demands of data centers have increased significantly. Guided by the carbon reduction goals of technology companies and data center operators, renewable energy paired with ESS has become an effective solution to meet data centers' substantial urgent new electricity demands, ensuring a stable, low-carbon energy supply for their operations.
| | 2020-2024 | 2024-2030E | |---|---|---| | Solar Power | 29.9% | 17.2% | | Wind Power | 16.6% | 11.1% | | Total | 24.0% | 15.1% |
| Year | Solar Power (GW) | Wind Power (GW) | Total (GW) | |---|---|---|---| | 2020 | 774 | 731 | 1,505 | | 2021 | 947 | 837 | 1,784 | | 2022 | 1,183 | 1,021 | 2,204 | | 2023 | 1,624 | 1,160 | 2,784 | | 2024 | 2,203 | 1,351 | 3,555 | | 2025E | 2,535 | 1,507 | 4,042 | | 2026E | 2,734 | 1,682 | 4,416 | | 2027E | 3,265 | 1,899 | 5,164 | | 2028E | 3,865 | 2,103 | 5,968 | | 2029E | 4,482 | 2,333 | 6,815 | | 2030E | 5,090 | 2,535 | 7,625 | | 2030E (alt) | 5,723 | 2,535 | 8,258 |
Global cumulative installed capacity of wind and solar power grew from 1,505 GW in 2020 to 3,555 GW in 2024 with a CAGR of 24.0%, and is expected to reach 8,258 GW in 2030, with a CAGR of 15.1% from 2024 to 2030. Wind and solar power is estimated to account for 2.5 TW and 5.7 TW of the global cumulative installed power capacity in 2030, representing 16% and 36% of the total, respectively.
| | 2020-2024 | 2024-2030E | |---|---|---| | Solar Power | 36.8% | 18.7% | | Wind Power | 16.6% | 12.9% | | Total | 27.4% | 16.7% |
| Year | Solar Power (GW) | Wind Power (GW) | Total (GW) | |---|---|---|---| | 2020 | 282 | 253 | 535 | | 2021 | 328 | 307 | 635 | | 2022 | 393 | 365 | 758 | | 2023 | 521 | 441 | 962 | | 2024 | 609 | 521 | 1,130 | | 2025E | 872 | 601 | 1,473 | | 2026E | 1,051 | 682 | 1,733 | | 2027E | 1,137 | 772 | 1,909 | | 2028E | 1,407 | 887 | 2,294 | | 2029E | 1,737 | 974 | 2,711 | | 2030E | 2,078 | 1,078 | 3,156 | | 2030E (alt) | 2,482 | 1,078 | 3,560 |
The cumulative installed capacity of wind and solar power in China reached 1,407 GW in 2024, accounting for 40% of the global cumulative installed power capacity, with a CAGR of 27.4% from 2020 to 2024. It is expected to further increase to 3,560 GW in 2030 with a CAGR of 16.7% from 2024 to 2030. Wind and solar power is estimated to account for 1.1 TW and 2.5 TW of China's cumulative installed power capacity in 2030, accounting for 18% and 42% of the total, respectively.
| Year | ESS Battery Shipments (GWh) | |---|---| | 2020 | 27 | | 2021 | 44 | | 2022 | 121 | | 2023 | 185 | | 2024 | 301 | | 2025E | 481 | | 2026E | 612 | | 2027E | 748 | | 2028E | 946 | | 2029E | 1,110 | | 2030E | 1,400 |
The cumulative installed capacity of wind and solar power globally continues to grow, highlighting the significant regulatory role of FTM energy storage. Combined with the widespread application of BTM energy storage in industrial and commercial application and data centers, the global ESS battery shipments has grown from 27 GWh in 2020 to 301 GWh in 2024 with a CAGR of 82.7%, and are expected to increase to 1,400 GWh in 2030, with a CAGR of 29.2% from 2024 to 2030.
| Year | ESS Battery Shipments (GWh) | |---|---| | 2020 | 12 | | 2021 | 22 | | 2022 | 55 | | 2023 | 89 | | 2024 | 154 | | 2025E | 224 | | 2026E | 290 | | 2027E | 364 | | 2028E | 458 | | 2029E | 500 | | 2030E | 660 |
Supported by policies promoting energy conservation, carbon reduction and renewable energy, the cumulative installed capacity of wind and solar power in China has been consistently increasing. As an important flexible adjustment resource, the demand for energy storage is rapidly growing. The ESS battery shipments in China grew from 12 GWh in 2020 to 154 GWh in 2024, with a CAGR of 87.8%, and are expected to increase to 660 GWh in 2030, with a CAGR of 27.4% from 2024 to 2030.
| Year | ESS Battery Shipments (GWh) | |---|---| | 2020 | 4 | | 2021 | 6 | | 2022 | 19 | | 2023 | 36 | | 2024 | 50 | | 2025E | 80 | | 2026E | 82 | | 2027E | 99 | | 2028E | 126 | | 2029E | 138 | | 2030E | 160 |
In Europe, with the transformation of clean energy and the promotion of power reform, the cumulative installed capacity of wind and solar power in Europe has been increasing, and the FTM and BTM energy storage markets have experienced rapid development. ESS battery shipments in Europe are expected to increase from 50 GWh in 2024 to 160 GWh in 2030, with a CAGR of 21.5%.
| Year | ESS Battery Shipments (GWh) | |---|---| | 2020 | 9 | | 2021 | 15 | | 2022 | 40 | | 2023 | 50 | | 2024 | 78 | | 2025E | 115 | | 2026E | 136 | | 2027E | 170 | | 2028E | 222 | | 2029E | 312 | | 2030E | 400 |
In the United States, driven by factors such as policy reforms to accelerate the process of connecting renewable energy to the power grid and increasing power demand from data centers, the installation of energy storage in the United States has accelerated. In the United States, ESS battery shipments are expected to increase from 78 GWh in 2024 to 400 GWh in 2030, with a CAGR of 31.2%.
| | CAGR 2020–2024 | CAGR 2024–2030E | |---|---|---| | FTM energy storage | 99.2% | 21.3% | | BTM energy storage | 45.8% | 36.2% | | Data center energy storage | N/A | 76.3% | | Total | 82.5% | 29.2% |
| Year | FTM energy storage (GWh) | BTM energy storage (GWh) | Data center energy storage (GWh) | Total (GWh) | |---|---|---|---|---| | 2020 | 15 | 12 | — | 27 | | 2021 | 28 | 16 | — | 44 | | 2022 | 80 | 27 | — | 121 (approx.) | | 2023 | 135 | 41 | 3 | 185 (approx.) | | 2024 | 236 | 55 | 10 | 301 | | 2025E | 378 | 69 | 15 | 481 (approx.) | | 2026E | 462 | 110 | 47 | 612 (approx.) | | 2027E | 525 | 154 | 87 | 748 (approx.) | | 2028E | 605 | 200 | 115 | 946 (approx.) | | 2029E | 628 | 282 | — | 1,110 (approx.) | | 2030E | 750 | 350 | 300 | 1,400 |
*Source: GGII Report* *Note: BTM energy storage mainly includes industrial and commercial energy storage, and residential energy storage*
In 2024, FTM energy storage accounted for over 75% of global ESS battery shipments. The shipments of FTM energy storage batteries grew from 15 GWh in 2020 to 236 GWh in 2024, with a CAGR of 99.2%, and are expected to increase to 750 GWh in 2030, with a CAGR of 21.3% from 2024 to 2030.
The shipments of BTM ESS batteries grew from 12 GWh in 2020 to 55 GWh in 2024, with a CAGR of 45.8%, and are expected to increase to 350 GWh in 2030, with a CAGR of 36.2% from 2024 to 2030. In the coming years, the shipments of ESS batteries in data centers are expected to increase from 10 GWh in 2024 to approximately 300 GWh in 2030, with a CAGR of 76.3%.
**Global Electricity Demand Growth:** The global demand for electricity continues to rise, driven by global economic development, population growth, and accelerating electrification. According to the GGII Report, global electricity demand reached approximately 30,000 TWh in 2024, and is expected to increase with a CAGR of 4.5% from 2024 to 2030.
**Policy Support:** Many countries have introduced policies to guide and support the development of renewable energy and energy storage industries. In China, government authorities including the NDRC and the NEA have issued multiple policy initiatives, such as the 14th Five-Year Plan for Renewable Energy Development (《「十四五」可再生能源發展規劃》), the Notice on Promoting the Grid Integration and Dispatch of New Types of Energy Storage (《關於促進新型儲能並網與調度運用的通知》), and the Implementation Plan for the Special Action on Optimization of Power System Regulation Capacity (2025–2027) (《電力系統調節能力優化專項行動實施方案(2025–2027年)》), to support the development of renewable energy and energy storage industries, and to improve power system and market development. The EU published the REPowerEU plan in 2022, and established a target to increase the share of renewable energy in the power mix to 42.5% by 2030, with the aspiration to reach 45%. This plan emphasizes the critical role of energy storage in facilitating the EU's energy transition and climate goal. Under this framework, a series of incentive programs for renewable energy and energy storage have been introduced. In addition, the EU proposed the Clean Industrial Deal in 2025, which plans to raise the economy-wide electrification rate from 21.3% to 32% by 2030 while deploying an additional 100 GW of renewable energy capacity per year up to 2030, in order to gradually reduce the reliance on traditional energy sources.
**Development of Renewable Energy:** According to the GGII Report, the share of renewable power generation in the global power mix has been steadily increasing. Wind and solar power's share increased from 9% in 2020 to 17% in 2024, and is expected to reach approximately 31% in 2030. Energy storage, serving as a flexible grid-balancing resource in power systems, has become increasingly critical for renewable energy integration, power supply-demand balancing, and grid stability, which drives rigid demand for storage growth.
**Demand from Data Centers:** The rapid advancement of applications of intelligent technologies is driving a significant increase in the demand for computing power and electricity consumption of data centers. According to the GGII Report, global data center electricity consumption is expected to reach approximately 1,900 TWh in 2030. Many leading technology companies and data center operators have established and implemented definitive carbon reduction targets. Renewable energy equipped with ESS batteries has become an effective solution that can be rapidly deployed to provide clean energy for data centers to meet their substantial new electricity demands, making it a key driver for the energy storage market growth.
**Improved Cost Effectiveness:** The costs of ESS have declined significantly in recent years, driven by technology advancement, supply chain maturity, and economies of scale, enhancing the cost effectiveness of energy storage applications, thus contributing to the rapid growth in demand for ESS batteries.
The competitive landscape of the global ESS battery market is similar to that of the EV battery industry, with relatively concentrated market share. In terms of shipment volume, in 2024, the top five and top ten energy storage battery manufacturers accounted for 73% and 96% of the global market, respectively. There is notable overlap between the global top ten companies in EV batteries and ESS batteries.
| Company | Market Share | |---|---| | CATL | 43% | | BYD | 12% | | Rept Battero Energy | 6% | | Hithium | 4% | | Gotion High-tech | 4% | | CALB | 2% | | Great Power | 1% | | Samsung SDI | 3% | | Others | 4% (approx.) |
| Company | Market Share | |---|---| | CATL | 40% | | CALB | 7% | | Rept Battero Energy | 7% | | Gotion High-tech | 6% | | Samsung SDI | 5% | | LG Energy Solution | 4% | | CALB | 4% | | Great Power | 5% | | Gotion High-tech | 3% | | Samsung SDI | 3% | | Others | 2% |
As more lithium-ion batteries reach the end of their life cycle, the demand for effective battery recycling solutions is growing. Battery recycling is particularly crucial as these batteries contain heavy metals and hazardous substances that, if not properly recycled, could pose significant environmental risks. Lithium-ion battery recycling involves recovering and processing valuable metals such as nickel, cobalt, manganese and lithium, along with other materials from retired batteries, enabling the closed-loop utilization of critical resources required for battery manufacturing. Moreover, battery recycling helps reduce the overall life cycle carbon footprint of lithium-ion batteries compared to using raw mineral materials. The battery industry needs to build a closed-loop industrial ecosystem of battery production, usage, cascade utilization and recycling to achieve sustainable development of resources.
The lithium-ion battery recycling process primarily consists of discharging the batteries, followed by dismantling and crushing, and then separating different materials. These extracted materials are further processed using various technologies, including pyrometallurgical and hydrometallurgical methods. Continuous advancements in lithium-ion battery recycling technologies have significantly improved recovery rates and cost effectiveness, reducing reliance on raw mineral materials and mitigating the constraints caused by regional scarcity of resources.
The lithium-ion battery recycling industry remains in its early stages of development, with countries worldwide implementing policies and regulations to support market growth and establish industry standards. Governments are strengthening industry oversight by imposing strict entry requirements on recycling companies, particularly regarding safety and environmental compliance. For example, China has introduced a series of policy initiatives aimed at building a comprehensive, efficient, and standardized waste recycling system, advancing the R&D and application of recycling technology, and improving traceability management. Key regulations include the Guidelines on Accelerating the Construction of Waste Recycling Systems (《关于加快构建废弃物循环利用体系的意见》) and the Industry Standards for Comprehensive Utilization of Used Power Batteries from New Energy Vehicles (《新能源汽车废旧动力电池综合利用行业规范条件》). They require recycling companies to meet specific standards in areas such as site selection, equipment and processes, resource utilization and energy efficiency, and environmental protection. The EU Battery Regulation established specific targets for EV battery recycling, outlining clear requirements for overall battery recovery rates, material recovery rates, and the minimum proportion of recycled content. Starting from 2025, all collected waste batteries must be recycled, with high recovery rates, particularly for critical materials such as cobalt, lithium, and nickel. Furthermore, the regulation specifies that EV batteries must contain a certain proportion of recycled materials — for example, the proportion of recycled lithium must reach 6% by 2031 and 12% by 2036.
The battery recycling market continues to attract diverse participants, including traditional scrap and waste recycling companies, battery manufacturers, battery materials companies and mining companies. These industry participants are establishing recycling service networks through independent initiatives and collaborative partnerships, gradually forming a structured and comprehensive battery collection and recycling ecosystem. The global battery recycling market is expected to continue expanding, with its total market size projected to reach 949 GWh by 2030.
| | CAGR | | |---|---|---| | | 2020–2024 | 2024–2030E | | Battery Recycling Market Size | 27.4% | 28.7% |
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | |------|------|------|------|------|-------|-------|-------|-------|-------|-------| | 79 | 112 | 149 | 172 | 209 | 263 | 336 | 421 | 548 | 708 | 949 |
Source: GGII Report Note: Including retired batteries, as well as waste materials generated from battery and materials production
The application of lithium-ion batteries in NEV and energy storage sectors are becoming increasingly mature. Continuous technological innovations have enabled the use of lithium-ion batteries in more diverse scenarios, thereby accelerating electrification across all sectors of the society. Next-generation EV batteries are driving the electrification of machinery, vessels and aircraft, further reducing carbon emissions. Moreover, with the introduction and wide adoption of emerging technologies, the demand for EV batteries in intelligence-driven applications is expected to be immense.
Based on these four major applications, market demand for lithium-ion batteries in emerging fields is expected to surge beyond 13 TWh by 2050.
| Category | CAGR 2030E–2040E | CAGR 2040E–2050E | |----------|------------------|------------------| | Machinery | 10.9% | 8.4% | | Vessels | 18.2% | 5.1% | | Aircraft | 27.7% | 13.4% | | Others | 24.6% | 27.1% |
| | 2030E | 2040E | 2050E | |---------|-------|-------|-------| | Machinery | ~600 | ~1,300 | ~2,900 (implied ~10,000 total) | | Vessels | ~100 | ~270 | ~850 | | Aircraft | ~30 | ~160 | ~900 | | Others | ~100 | ~350 | ~1,400 |
The wide adoption of EV batteries and ESS batteries has gradually fostered the development of an industrial ecosystem, creating demands for related services, such as the construction and management of battery charging and swapping stations, the operation and maintenance of energy storage facilities, V2G (two-way interaction between NEV and the power grid), energy internet platforms, and intelligent energy management systems, which plays an important role in promoting the development of the new energy industry and improving the flexibility of the power system. The industry is evolving from simply offering products to providing services, then to delivering comprehensive solutions, and ultimately achieving deep integration. This progression enables the intelligent interconnection, dispatch and management of green energy, establishes a safe, efficient, flexible and intelligent new energy system, and contributes to the wide adoption of zero-carbon solutions and the realization of a zero-carbon society. According to the GGII Report, between 2020 and 2050, the total investments required to achieve net-zero targets is expected to exceed US$275 trillion globally.
Technology: Lithium-ion batteries are essential components in low-carbon and clean energy transition. The development and large-scale production of lithium-ion batteries that combine high safety, high performance, superior quality, and low cost face exceptionally high entry barriers. Battery technology requires a profound understanding and comprehensive application of electrochemistry, thermodynamics, and molecular dynamics, spanning multiple principles and fundamental theories across micro-, meso-, and macro-scales. The R&D and manufacturing of high-quality batteries encompass materials, product design, processes, engineering design, testing and analysis, and intelligent manufacturing, each of which demands an extremely high level of technical precision. These technologies must not only be validated in laboratory environments but also undergo long-term refinement and optimization in real-world production and application scenarios.
Scale and Capital: The battery industry exhibits characteristics of being technology-intensive, capital-intensive, and labor-intensive simultaneously. Its highly complex technologies rely on cutting-edge innovations in materials and processes, necessitating substantial R&D investments and cross-disciplinary technical expertise. Moreover, the industry demands sustained and large-scale capital investments, from experimental research and development to mass production, as well as the construction, maintenance, and continuous upgrading of large-scale production lines to ensure product quality. Additionally, battery assembly, quality inspection, and post-production maintenance still rely heavily on manual operations and precision management. Only battery companies that possess all three competitive advantages — technological strength, financial resources, and labor expertise — can establish a sustainable competitive edge in the industry.
Customer Relationship: Customers require a long period to accurately assess the performance and quality of battery products, leading them to be highly cautious when selecting new battery suppliers. For example, EV batteries are core components of NEV, accounting for 30% to 60% of total vehicle costs. Given the lengthy development cycle of new vehicle models, battery manufacturers must engage in long-term joint development with automakers and undergo multiple rounds of validation before securing nomination. Considering the sales cycle of vehicle models, automakers are reluctant to change the suppliers for core components such as batteries. As a result, customers tend to choose battery suppliers with strong technological capabilities, stable partnerships, and large-scale delivery capacity to ensure reliability and continuity.
Supply Chain Management: The cost of materials accounts for a significant proportion of the total cost of EV and ESS batteries, and price fluctuations in certain materials can have a substantial impact on overall battery costs. Material supply directly influences production planning for battery manufacturers, while material quality affects both manufacturing consistency and product delivery to customers. As a result, securing low-cost, stable, and high-quality materials is one of the key competitive advantages for battery companies. Battery manufacturers that establish deep collaboration with upstream material suppliers — ensuring both technological compatibility and a stable supply chain — can effectively control costs, drive technological innovation, and maintain strong market competitiveness.
Lithium-ion battery cells mainly consist of cathode, anode, separator, and electrolyte. In the cost structure of lithium-ion cells, material costs account for approximately 70% to 85% of the total cell cost, with cathode materials constituting the largest cost component.
| Cost Component | Proportion | |---|---| | Material cost | 70%–85% | | Manufacturing cost | 13%–18% | | Direct labor cost | 3%–8% |
主要原材料价格分析 碳酸锂作为影响锂离子电池正极材料价格的关键原材料，其价格对行业供需波动反应灵敏。碳酸锂的新增产能及扩产均涉及采矿、选矿、精炼等多个阶段，需要较长的加工周期，通常为两至三年。2020年以来，新能源汽车及储能市场需求快速扩张，而碳酸锂的增量供应有限，导致供应短缺，价格急剧攀升。2022年第四季度，碳酸锂价格一度突破每吨60万元人民币。随着供应逐步增加，价格开始回落。至2024年12月，碳酸锂价格已降至每吨7.2万元人民币。
成本分析 受技术进步及规模效应影响，锂离子电池电芯成本呈下降趋势。2021年及2022年，随着碳酸锂价格快速上涨，电芯成本随之上升。此后，随着碳酸锂价格下跌，锂离子电池电芯成本在2023年及2024年逐步下降。 下图列示全球市场电芯平均成本走势： 全球行业电芯平均成本指数 140
来源：高工产业研究院（GGII）报告 注：上图数据以2020年为基准年，将2020年全球电芯平均成本调整为100进行统计分析及计算。
行业概览 数据来源及研究方法 本节及本招股说明书其他章节所载信息及统计数据来源于政府官方出版物、公开市场研究报告及其他独立机构提供的信息。此外，本公司已委托高工产业研究院（GGII）就全球发售事宜编制GGII报告。GGII提供并披露于本招股说明书的信息摘录自GGII报告，该报告系本公司委托编制，委托费用为55万元人民币（RMB550,000）。GGII报告由GGII独立编制，不受本公司或其他利益相关方的任何影响。
高工产业研究院（GGII）成立于2017年，其前身为深圳高工咨询有限公司旗下的一个业务部门。GGII深耕锂离子电池、钠离子电池、固态电池、新型储能、氢能及氢燃料电池等新兴产业的市场研究与咨询领域逾十年。GGII定期发布锂矿及碳酸锂、正极材料（含前驱体）、负极材料、电解液、隔膜、电解铜箔、锂离子电池回收、动力电池、储能电池、固态电池、钠离子电池、液流电池、新能源汽车、轻型车辆、工程机械、轨道交通车辆、氢燃料电池、氢能等产业链各细分领域的年度市场研究与分析报告。
在编制GGII报告过程中，数据主要来源于两大类：一是GGII通过市场调研、交叉验证及基于特定假设所作预测而获取的数据；二是参考及引用全球各国政府机构官方网站、上市公司报告（包括招股说明书、股权转让说明书、年度报告、半年度报告、问询回复报告）以及其他第三方机构发布或授权发布的公开报告。由于研究方法及数据有效性的局限，GGII收集的数据与其他第三方来源数据及实际行业数据之间可能存在差异。
GGII报告的编制基于以下假设：（i）2025年至2030年间，中国及全球经济将保持稳定增长，不受金融危机、战争、疫情、地震或其他不可抗力因素的影响；（ii）全球经济秩序将平稳发展，不会因重大地缘政治事件对关税、进出口造成重大冲击；（iii）全球主要国家和地区不会对碳中和相关政策、要求或标准作出重大不利调整。
As of the Latest Practicable Date, the total issued share capital of our Company was RMB4,403,394,911, comprising 4,403,394,911 A Shares of nominal value of RMB1.00 each, all of which are listed on the ChiNext of the Shenzhen Stock Exchange. This includes 22,632,510 A Shares repurchased by our Company pursuant to repurchase mandates approved by our Board and held in our Company's stock repurchase account as treasury shares.
| Description of Shares | Number of Shares | Approximate % of total issued share capital of our Company | |---|---|---| | A Shares | 4,403,394,911 | 100.0% |
Immediately following the completion of the Global Offering, assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing, the share capital of our Company will be as follows.
| Description of Shares | Number of Shares | Percentage of total issued share capital of our Company | |---|---|---| | A Shares | 4,403,394,911 | 97.39% | | H Shares to be issued pursuant to the Global Offering | 117,894,500 | 2.61% | | Total | 4,521,289,411 | 100.0% |
Immediately following the completion of the Global Offering, assuming (i) the Offer Size Adjustment Option is fully exercised but the Over-allotment Option is not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing, the share capital of our Company will be as follows.
| Description of Shares | Number of Shares | Percentage of total issued share capital of our Company | |---|---|---| | A Shares | 4,403,394,911 | 97.01% | | H Shares to be issued pursuant to the Global Offering | 135,578,600 | 2.99% | | Total | 4,538,973,511 | 100.0% |
Immediately following the completion of the Global Offering, assuming (i) the Over-allotment Option is fully exercised but the Offer Size Adjustment Option is not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing, the share capital of our Company will be as follows.
| Description of Shares | Number of Shares | Percentage of total issued share capital of our Company | |---|---|---| | A Shares | 4,403,394,911 | 97.01% | | H Shares to be issued pursuant to the Global Offering | 135,578,600 | 2.99% | | Total | 4,538,973,511 | 100.0% |
Immediately following the completion of the Global Offering, assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are fully exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing, the share capital of our Company will be as follows.
| Description of Shares | Number of Shares | Percentage of total issued share capital of our Company | |---|---|---| | A Shares | 4,403,394,911 | 96.58% | | H Shares to be issued pursuant to the Global Offering | 155,915,300 | 3.42% | | Total | 4,559,310,211 | 100.0% |
Our H Shares in issue upon completion of the Global Offering, and our A Shares, are ordinary Shares in our share capital and are considered as one class of Shares. Shenzhen-Hong Kong Stock Connect has established a stock connect mechanism between mainland China and Hong Kong. Our A Shares can be subscribed for and traded by mainland Chinese investors, qualified foreign institutional investors or qualified foreign strategic investors and must be traded in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link, they can also be subscribed for and traded by Hong Kong and other overseas investors pursuant to the rules and limits of Shenzhen-Hong Kong Stock Connect. Our H Shares can be subscribed for or traded by Hong Kong and other overseas investors and qualified domestic institutional investors. If our H Shares are eligible securities under the Southbound Trading Link, they can also be subscribed for and traded by mainland Chinese investors in accordance with the rules and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.
Our H Shares and our A Shares are regarded as one class of Shares under our Articles of Association and will rank pari passu with each other in all other respects and, in particular, will rank equally for all dividends or distributions declared, paid or made after the date of this prospectus. All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars whereas all dividends in respect of our A Shares are to be paid by us in Renminbi. In addition to cash, dividends may also be distributed in the form of Shares or other forms. Holders of our H Shares will receive share dividends in the form of H Shares, and holders of our A Shares will receive share dividends in the form of A Shares.
Our A Shares and our H Shares are generally neither interchangeable nor fungible, and the market prices of our A Shares and our H Shares may be different after the Global Offering. The Guidelines on Application for "Full Circulation" of Domestic Unlisted Shares of H-share Companies (《H股公司境內未上市股份申請"全流通"業務指引》) announced by the CSRC are not applicable to companies dual listed on the stock exchanges in mainland China and on the Hong Kong Stock Exchange. As of the Latest Practicable Date, there were no relevant rules or guidelines from the CSRC providing that holders of our A Shares may convert the A Shares held by them into H Shares for listing and trading on the Hong Kong Stock Exchange.
Approval from holders of A Shares is required for our Company to issue H Shares and seek the listing of H Shares on the Hong Kong Stock Exchange. Such approval was obtained by us at the Shareholders' general meeting of our Company held on January 17, 2025 and is subject to the following major conditions:
(i) Size of the offer. The proposed number of H Shares to be offered shall not exceed 5% of the total issued share capital enlarged by the H Shares to be issued pursuant to the Global Offering (before the exercise of the Over-allotment Option). The number of H Shares to be issued pursuant to the full exercise of the Over-allotment Option shall not exceed 15% of the total number of H Shares to be offered initially under the Global Offering.
(ii) Method of offering. The method of offering shall be by way of an international offering to institutional investors and a public offer for subscription in Hong Kong.
(iii) Target investors. The H Shares shall be issued to overseas institutional investors, corporations and individual investors, as well as qualified domestic institutional investors and other investors who fulfill the relevant laws and regulations.
(iv) Price determination basis. The Offer Price of the H Shares will be determined by the Board and its authorized person with the authorization of the Shareholders' general meetings, together with the Overall Coordinators, after full consideration of the interests of existing Shareholders and the conditions of domestic and international capital markets conditions with reference to the international practices and through demands for orders and book-building process using a market-oriented pricing method.
(v) Validity period. The issue and listing of H Shares on the Hong Kong Stock Exchange shall be completed within 18 months from the date on which such matters were approved at the Shareholders' meeting held on January 17, 2025.
There are no other approved offering plans for our Shares except the Global Offering.
For details of circumstance under which our Shareholders' general meeting is required, see "Appendix V — Summary of the Articles of Association — Shareholders and Shareholders' Meetings" to this prospectus.
The major PRC laws, regulations, normative documents and regulatory policies which have impact on our business operations are set out below:
According to the Outline of the 14th Five-Year Plan (2021-2025) for National Economic and Social Development and the Long-Range Objectives Through the Year 2035 of the PRC (《中華人民共和國國民經濟和社會發展第十四個五年規劃和2035年遠景目標綱要》) promulgated by the NPC on March 12, 2021 and came into effect on the same day, China will focus on new energy, new energy vehicles, environmental protection and other emerging industries of strategic importance, and accelerate the innovation and application of core technologies in key fields to enhance the country's capacity of ensuring the supply of productive factors and foster new drivers for industrial development thereafter.
According to Working Guidance for Carbon Dioxide Peaking and Carbon Neutrality in Full and Faithful Implementation of the New Development Philosophy (《關於完整準確全面貫徹新發展理念做好碳達峰碳中和工作的意見》), which was promulgated by the Central Committee of the Communist Party of China and the State Council on September 22, 2021 and came into effect on the same day, China will accelerate the development of strategic emerging industries in areas such as new energy, new materials, new energy vehicles, and environmental protection. It will carry out initiatives to substitute renewable energy for fossil fuels, vigorously develop wind, solar, biomass, marine and geothermal energy among others, and continuously increase the proportion of non-fossil in total energy consumption. Faster moves must be made to scale up the use of pumped storage hydro power and other new forms of energy storage, accelerate the development of new energy and clean energy vehicles and ships, promote intelligent transportation and accelerate the construction of a convenient, efficient network of battery charging and swapping facilities.
According to the Action Plan for Carbon Dioxide Peaking Before 2030 (《2030年前碳達峰行動方案》) promulgated by the State Council on October 24, 2021 and came into effect on the same day, it is proposed to actively develop the "new energy + energy storage" model, promote coordination of power source-grid-load-storage, use multiple energy sources to supplement each other, and support the deployment of appropriate ESS for distributed new energy sources. It also proposed to speed up the demonstration and application of new types of energy storage.
According to the Implementation Plan on Accelerating the Comprehensive Utilization of Industrial Resources (《關於加快推動工業資源綜合利用的實施方案》) promulgated by eight departments including the Ministry of Finance, the NDRC, the MIIT on January 27, 2022, which took effect on the same day, the management system will be improved so as to strengthen the traceability management of full life cycle of EV batteries for new energy vehicles, while promoting cooperation between upstream and downstream enterprises in the industrial chain to jointly build recycling channels, creating a cross-regional recycling and utilization system, and advancing the safe cascade utilization of waste EV batteries in fields such as backup power and charging and swapping.
According to the 14th Five-Year Plan for Modern Energy System (《"十四五"现代能源体系规划》) jointly promulgated by the NDRC and the NEA on January 29, 2022 and came into effect on the same day, China will establish and improve the construction standards for electrochemical energy storage and hydrogen energy and accelerate the large-scale application of new energy storage technologies. It will vigorously promote the development of energy storage on the power supply side, ensure reasonable configuration of storage capacity, improve the output characteristics of new energy stations, support the distributed ESS for rational allocation of new energy sources, and optimize the layout of grid-side energy storage, in an effort to leverage its multiple roles in integrating new energy, peak shaving and valley filling, enhancing grid stability and emergency power supply. It will also support the diversified development of user side energy storage, improve power supply reliability for users and encourage the participation of user side energy storage such as electric vehicles and uninterruptible power supplies in peak shaving and frequency regulation. It will conduct focused research and development on key technologies for new energy storage to accelerate the core technology autonomy and promote continuous cost reductions and large-scale applications of energy storage technologies, thereby perfecting technical standards and management systems for energy storage and enhancing the level of safe operation.
According to the 14th Five-Year New Energy Storage Development Plan (《"十四五"新型储能发展实施方案》) jointly promulgated by the NDRC and the NEA on January 29, 2022 and came into effect on the same day, by 2030, new energy storage will be developed on a fully market-oriented basis and will be deeply integrated with various segments of the power system, basically meeting the requirements for building a new type of power system and fully supporting the achievement of carbon peak goals in the energy sector as planned.
According to the 14th Five-Year Renewable Energy Development Plan (《"十四五"可再生能源发展规划》) jointly promulgated by nine departments including the NDRC, the NEA on June 1, 2022 and became effective on the same day, China will redouble efforts to make breakthroughs in frontier and core technologies for renewable energy and equipment, develop high-energy-density energy storage technologies such as sodium-ion batteries, liquid metal batteries, solid Lithium-Ion batteries, metal-air batteries and lithium-sulfur batteries, establish the independent market status of new energy storage and improve the trading mechanisms and technical standards for energy storage to participate in various power markets, thereby leveraging the multiple functions of energy storage in peak shaving and frequency regulation, emergency backup and capacity support, among others, as well as promoting the multi-scene application of energy storage on the power supply side, power grid side and user side.
According to the Guiding Opinions on Promoting the Development of the Energy Electronics Industry (《關於推動能源電子產業發展的指導意見》), which was promulgated by six departments including the MIIT and the NEA on January 3, 2023 and came into effect on the same day, China will strengthen technical research on the industrialization of new ESS batteries, promote advanced energy storage technologies and products large-scale application, research and make breakthroughs in key technologies such as battery systems with ultra-long life cycle and high safety, efficient energy storage with large scale and capacity, and vehicle mobile energy storage, accelerate the research and development of solid-state batteries, sodium-ion batteries, hydrogen energy storage/fuel cells and other new types of batteries. It will also improve the ability to guarantee key resources such as lithium, nickel, cobalt and platinum, strengthen the development and application of alternative materials, promote hybrid ESS based on complementary power and energy-based electrochemical energy storage technologies, support the establishment of a full-life cycle traceability management platform for lithium batteries, conduct research on the accounting standards and methods for carbon footprint of batteries, and explore the establishment of a carbon emission management system for battery products.
According to the Implementation Opinions on Strengthening the Integration and Interaction between New Energy Vehicles and the Power Grid (《關於加強新能源汽車與電網融合互動的實施意見》), which was promulgated by 4 departments including the NDRC, the NEA and the MITT on December 13, 2023 and came into effect on the same day, it will step up efforts in tackling key technical problems of power batteries. On the basis of no significant increase in cost, it will increase the life cycle of power batteries to 3,000 times or more, and develop battery safety control technologies under the condition of high-frequency charging and discharging.
According to the Guiding Catalog for Industrial Restructuring (2024 Edition) (《產業結構調整指導目錄(2024年本)》), which was last amended by the NDRC on December 27, 2023 and came into effect on February 1, 2024, new lithium primary batteries (lithium iron disulfide and lithium thionyl chloride, among others); Lithium-Ion batteries, semi and solid-state lithium-ion batteries, fuel cells, sodium-ion batteries, flow batteries, new-structure (bipolar, lead mesh horizontal, coiled, tubular, and other) sealed lead-acid batteries, lead-carbon batteries, next-generation hydrogen fuel cells, electrochemical energy storage and other new batteries and new-type power system technologies fall into the state-encouraged industries.
According to the Implementation Plan for the Building of the Carbon Footprint Management System (《關於建立碳足跡管理體系的實施方案》), which was promulgated by 15 departments including the Ministry of Ecology and Environment of PRC, the NDRC and the MITT on May 22, 2024 and came into effect on the same day, it will focus on key products such as power generation, lithium-ion batteries, new energy vehicles, photovoltaics, and electronics and electrical appliances to formulate and publish accounting rules and standards. It will strive to promote the formulation of international carbon footprint standards for product in the fields of lithium-ion batteries, photovoltaics, new energy vehicles, and electronic and electrical appliances.
According to the Opinions on Accelerating Comprehensive Transition Towards Green Economic and Social Development (《中共中央國務院關於加快經濟社會發展全面綠色轉型的意見》) jointly promulgated by the Central Committee of the Communist Party of China and the State Council on July 31, 2024 and came into effect on the same day, China will boost the development of non-fossil energy and the proportion of non-fossil energy in energy consumption will rise to about 25% by 2030. The use of low-carbon transportation vehicles is encouraged. Great efforts will be made to promote new energy vehicles, driving the electrification of urban public service vehicles. It will promote the use of clean power in ships, aircraft, and non-road mobile machinery, accelerate the phase-out of outdated transportation vehicles, advance zero-emission freight transport, strengthen the research, development and application of sustainable aviation fuels and encourage the research, production and application of net-zero emission marine fuels. By 2030, carbon emission intensity of commercial vehicles measured on the basis of converted turnover will be cut by about 9.5% compared with 2020. By 2035, new energy vehicles will become the mainstream in the sales of new vehicles.
According to the Production Safety Law of the PRC (《中華人民共和國安全生產法》) or the Production Safety Law, which was last amended by the Standing Committee of the National People's Congress ("SCNPC") on June 10, 2021 and came into effect on September 1, 2021, entities engaged in production and business activities within the PRC shall comply with the Production Safety Law and other laws and regulations related to production safety, strengthen production safety management. Entities shall establish and improve a production safety responsibility system and production safety rules, improve production safety conditions, and strengthen the standardization of production safety, raise production safety levels, and ensure production safety. The person in charge of a production and operation entity shall be fully responsible for the production safety of the entity. Violation of the Production Safety Law may result in imposition of fines and penalties, suspension of operation, an order to cease operation, depending on the circumstances of the violation, and criminal liability will be pursued if the violation constitutes a crime. In addition, according to the Mine Safety Law of the PRC, which was amended by the SCNPC on August 27, 2009 and came into effect on the same day, mining enterprises must have facilities to ensure production safety, establish and improve safety management systems, and take effective measures to improve working conditions of employees, strengthen mine safety management, and ensure safe production. Among them, the safety facilities of mine construction projects must be designed, constructed, put into production and use simultaneously with the main project; the conditions for safe production must be met in mining operations, and mine safety regulations and industry specifications for mining different types of minerals must be in place; mining enterprises must establish and improve the responsibility system for safety production.
According to the Environmental Protection Law of the PRC (《中華人民共和國環境保護法》) or the Environmental Protection Law, which was last amended by the SCNPC on April 24, 2014 and came into effect on January 1, 2015, any entity that discharges or will discharge pollutants in the course of operation or other activities must implement effective environmental protection measures to control and properly handle hazardous substances such as waste gas, waste water, waste residues, dust, malodorous gases, radioactive substances, noise, vibration and electromagnetic radiation generated in the course of such activities. The State implements a pollutant discharge permit management system in accordance with the law.
According to the Environmental Impact Assessment Law of the PRC (《中華人民共和國環境影響評價法》), which was promulgated by the SCNPC on December 29, 2018 and came into effect on the same day, the Regulation on the Administration of Environmental Protection of Construction Projects (《建設項目環境保護管理條例》), which was amended by the State Council on July 16, 2017 and came into effect on October 1, 2017, and the Interim Measures for Environmental Protection Acceptance Inspection Upon Completion of Construction Projects (《建設項目竣工環境保護驗收暫行辦法》), which was promulgated by the former Ministry of Environmental Protection on November 20, 2017 and came into effect on the same day, the PRC implements a system to assess the environmental impact of construction projects. The construction entity shall submit an environmental impact report or an environmental impact statement for approval prior to the commencement of the construction project, or an environmental impact registration form as required by the environmental protection competent administrative department of the State Council for record. In addition, after the completion of a construction project for which an environmental impact report or an environmental impact statement has been prepared, the construction entity shall, in accordance with the standards and procedures prescribed by the competent administrative department of environmental protection under the State Council, conduct acceptance inspection on the supporting environmental protection facilities and prepare an acceptance report. For construction projects that are constructed in phases or put into production or used in phases, the corresponding environmental protection facilities shall be inspected and accepted in phases. The construction projects can only be put into production or use after the completed supporting environmental protection facilities have passed the acceptance inspection. Facilities that have not been carried out or have not passed the acceptance inspection shall not be put into production or use.
According to the Law of the PRC on Prevention and Control of Environmental Pollution Caused by Solid Wastes (《中華人民共和國固體廢物污染環境防治法》) (the "Law of Solid Wastes"), which was last amended on April 29, 2020 by the SCNPC and came into effect on September 1, 2020, any entity or individual that generates, collects, stores, transports, utilizes or disposes of solid waste shall take measures to prevent or reduce the pollution of solid waste to the environment, and shall be responsible for the environmental pollution caused in accordance with the law. Where hazardous waste exists in solid waste, it shall be managed in accordance with hazardous waste management. In addition, the Law of Solid Wastes also, for the first time, incorporated into the law the establishment of an extended producer responsibility system for products such as vehicle EV batteries, the extended producer
responsibility system stipulates that producers of EV battery products for vehicles should establish a recycling system for used products that matches the sales volume of their products in accordance with the regulations, either by building it themselves or engaging a contractor, making important arrangements for the establishment of a recycling and disposal system for waste vehicle EV batteries from the top-level design.
Regarding the "Extended Producer Responsibility" system under the Law of Solid Wastes, the Interim Measures for the Management of the Recycling and Utilization of New Energy Vehicle Batteries (《新能源汽車動力蓄電池回收利用管理暫行辦法》), jointly promulgated by eight national authorities including the Ministry of Industry and Information Technology, the Ministry of Science and Technology, the Ministry of Transport, and others on January 26, 2018, and effective on the same date, stipulates that automotive OEMs shall assume the primary responsibility for the battery recycling. EV batteries manufacturers are required to fulfill corresponding responsibilities in design, production, and other stages. For example, in the design stage, they should adopt standardized, universal, and easily disassembled product structural designs and use recycled materials as much as possible; in the production stage, they should collaborate with automotive OEMs to assign codes to EV batteries they produce in accordance with national standards and promptly upload EV battery codes and new energy vehicle-related information through the traceability information system.
According to the Law of the PRC on the Prevention and Control of Water Pollution (《中華人民共和國水污染防治法》), which was last amended on June 27, 2017 by the SCNPC and came into effective on January 1, 2018, the enterprises, institutions and other production and operation units directly or indirectly discharging industrial waste water and medical sewage to water bodies, and the enterprises, institutions and other production and operation units required to obtain pollutant discharging permit before discharging waste water and sewage must obtain the pollutant discharging permit. Furthermore, environmental impact assessment must be carried out in accordance with the law for newly-formed projects and reconstruction, or extensions projects that directly or indirectly discharge pollutants to water bodies and other installations on water. Water pollution prevention and control facilities should be designed, constructed and put into use at the same time as the main construction of the projects.
According to the Law of the PRC on the Prevention and Control of Atmospheric Pollution (《中華人民共和國大氣污染防治法》), which was last amended by the SCNPC on October 26, 2018 and took effect on the same day, enterprises, institutions and other production and operation units shall, in accordance with the relevant national regulations and monitoring standards, monitor their emissions of industrial waste gases or toxic and hazardous air pollutants listed in the catalogue published according to Article 78 of the Law of the PRC on the Prevention and Control of Atmospheric Pollution (《中華人民共和國大氣污染防治法》), and keep the original monitoring records. Enterprises and institutions that emit industrial waste gas or toxic and hazardous air pollutants listed in the above-mentioned catalogue, as well as other units that implement administration of pollution discharge permits in accordance with the law, shall obtain a pollutant discharging permit. In addition, enterprises, institutions and other production and operation units constructing projects that have an impact on the atmospheric environment shall carry out environmental impact assessment and make environmental impact
assessment documents public in accordance with the law; the units that emit pollutants into the atmosphere must comply with the discharging standard for atmospheric pollutants as well as the requirements on control of the total discharging amount of key atmospheric pollutants.
According to the Regulations on the Administration of Pollution Discharge Permits (《排污許可管理條例》) promulgated by the State Council on January 24, 2021 and took effect on March 1, 2021, enterprises, institutions and other production and operation units subject to administration of pollution discharge permits shall discharge pollutants in accordance with the Administration of Pollution Discharge Permits (《排污許可管理條例》), and shall not discharge pollutants without obtaining a pollutant discharging permit. Environmental protection authorities impose various administrative penalties, such as fines, order to correct, restriction or suspension of production for rectification, and order to cease operation, etc., on individuals or enterprises that violate the Environmental Protection Law.
According to the Fire Protection Law of the PRC (《中華人民共和國消防法》), which was last amended by the SCNPC on April 29, 2021 and took effect on the same day, the emergency management department under the State Council and the emergency management department under the local people's governments at or above the county level shall supervise and manage fire protection work. Fire prevention design and construction must comply with national technical standards for fire protection in construction projects.
According to the Interim Provisions on the Administration of Fire Protection Design Review and Acceptance of Construction Projects (《建設工程消防設計審查驗收管理暫行規定》) which was last amended by the Ministry of Housing and Urban-Rural Development of PRC on August 21, 2023 and officially came into effect on October 30, 2023, fire prevention design review and acceptance should be carried out for special construction projects. With respect to the construction projects other than special construction projects, the fire protection acceptance of construction projects shall be filed with the competent authorities.
According to the Energy Conservation Law of the PRC (《中華人民共和國節約能源法》), which was last amended by the SCNPC on October 26, 2018 and came into effect on the same day, the State shall implement an energy conservation assessment and audit system for fixed asset investment projects. For projects which do not meet the compulsory energy conservation standards, the developer shall not commence construction; where the construction is completed, the project shall not be put into production or use. For government investment projects which do not meet the compulsory energy conservation standards, the agency in charge of examination and approval pursuant to the law shall not grant approval for construction. Detailed measures shall be formulated by the department regulating energy conservation under the State Council jointly with other relevant State Council departments.
根据国家发展和改革委员会于2023年3月28日修订、2023年6月1日起施行的《固定资产投资项目节能审查办法》，固定资产投资项目节能审查意见是项目开工建设、竣工验收以及运营管理的重要依据。政府投资项目，建设单位应在报送可行性研究报告前取得节能审查机构出具的节能审查意见。企业投资项目，建设单位应在开工建设前取得节能审查机构出具的节能审查意见。未进行节能审查或节能审查未获通过的项目，建设单位不得开工建设；已建成的项目不得投入生产或使用。
根据全国人民代表大会常务委员会于2018年12月29日最新修订并于同日起施行的《中华人民共和国产品质量法》，国务院市场监督管理部门负责全国产品质量监督工作，禁止生产者或销售者生产、销售不符合保障人体健康和人身、财产安全的标准和要求的产品。产品不得存在危及人身、财产安全的不合理危险。因产品缺陷造成人身伤害或财产损失的，受损害方可向生产者或销售者主张赔偿。生产、销售不合格产品的生产者和销售者可被责令停止生产或销售，并可没收产品和/或处以罚款；违规销售所得收入（如有）亦可予以没收，情节严重者，可吊销营业执照。
根据全国人民代表大会常务委员会于2021年4月29日最新修订并于同日起施行的《中华人民共和国海关法》，海关是负责监督管理进出关境一切进出境事务的政府机构，有权对进出境运输工具、货物、行李物品、邮递物品及其他物品实施监管，征收关税及其他税费，查缉走私，编制海关统计，并办理其他海关事务。报关单位是指向海关办理报关手续的进出口货物收发货人及经海关备案的报关企业。进出口货物收发货人可自行办理报关手续，也可委托代理人办理。
According to the Law of the PRC on Import and Export Commodity Inspection (《中華人民共和國進出口商品檢驗法》) last amended by the SCNPC on April 29, 2021 and came into effect on the same day, and the Regulations for the Implementation of the Law of the PRC on Import and Export Commodity Inspection (《中華人民共和國進出口商品檢驗法實施條例》) last amended by the State Council on March 29, 2022 and came into effect on the same day, the General Administration of Customs of PRC ("the General Administration of Customs") is responsible for inspection of imported and exported commodities nationwide, and its subordinate entry-exit inspection and quarantine authorities shall conduct inspection on the imported and exported commodities listed in the catalogue and other imported and exported commodities that shall be subject to the inspection by the entry-exit inspection and quarantine authorities as prescribed by laws and administrative regulations. For the imported and exported commodities other than those that are subject to inspection as mentioned above, the entry-exit inspection and quarantine authorities may conduct random inspection in accordance with state regulations. No import commodity subject to statutory inspection that has not been inspected could be sold or used. No export commodity subject to statutory inspection that has not been inspected or fails to pass the inspection could be exported. Consignees or consignors of the import and export commodities may complete the inspection procedures themselves, or engage an agent to do this.
According to the Provisions on the Administration of Recordation of Customs Declaration Entities of the PRC (《中華人民共和國海關報關單位備案管理規定》) promulgated by the General Administration of Customs on November 19, 2021 and came into effect on January 1, 2022, customs declaration entities refer to consignees or consignors of imports and exports and customs declaration enterprises which have filed record with the Customs pursuant to these Provisions. Consignees or consignors of imports and exports and customs declaration enterprises applying for filing shall obtain market entity qualification and in the case of consignees or consignors of imports and exports applying for filing, they shall also complete filing formalities for foreign trade business operators.
According to the Notice on Matters Concerning the Recordation of the Consignees and Consignors of Imported and Exported Goods (《關於進出口貨物收發貨人備案有關事宜的通知》) issued by the Department of Enterprise Management and Audit-Based Control of the General Administration of Customs on January 3, 2023 and came into effect on the same day, a consignee or consignor of imported or exported goods who applies for filing shall be qualified as a market entity and is not required to be filed as a foreign trade business operator.
According to the Labor Law of the PRC (《中華人民共和國勞動法》) last amended by the SCNPC on December 29, 2018 and came into effect on the same day, the Labor Contract Law of the PRC (《中華人民共和國勞動合同法》) last amended by the SCNPC on December 28, 2012 and came into effect on July 1, 2013, and the Implementing Regulations of the Labor Contracts Law of the PRC (《中華人民共和國勞動合同法實施條例》) promulgated by the State Council on September 18, 2008 and came into effect on the same day, labor contracts must be executed in writing if labor relationships are to be established between employers and employees. Employers are prohibited from forcing employees to work above certain time limits and employers must pay employees for overtime work in accordance with national regulations. In addition, employee wages must not be lower than local standards on minimum wages and must be paid to employees in a timely manner.
According to the Social Insurance Law of the PRC (《中華人民共和國社會保險法》) last amended by the SCNPC and came into effect on December 29, 2018, the Regulation on the Administration of Housing Provident Fund (《住房公積金管理條例》) last amended by the State Council and came into effect on March 24, 2019 and other relevant laws and regulations, employers in China are required to provide employees with welfare schemes covering basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance, work-related injury insurance and housing provident fund.
In addition, any employer that fails to make contributions to above-mentioned social insurance and housing provident fund as required may be ordered to pay the required contributions within a prescribed time limit. If the employer still fails to make the relevant contributions within the prescribed time, a fine may be imposed, and for the overdue contribution, the people's court may enforce collection.
According to the Patent Law of the PRC (《中華人民共和國專利法》) last amended by the SCNPC on October 17, 2020 and came into effect on June 1, 2021, and the Implementation Regulations for the Patent Law of the PRC (《中華人民共和國專利法實施細則》) last amended by the State Council on December 11, 2023 and came into effect on January 20, 2024, patents are divided into 3 categories, i.e. invention patents, utility model patents and design patents. The validity period of patents for inventions is 20 years, while the validity period of patents for utility models is 10 years, and the validity period of patents for designs is 15 years, all starting from the date of application.
According to the Trademark Law of the PRC (《中華人民共和國商標法》) last amended by the SCNPC on April 23, 2019 and came into effect on November 1, 2019, and the Implementation Rules of the Trademark Law of the PRC (《中華人民共和國商標法實施條例》) last amended by the State Council on April 29, 2014 and came into effect on May 1, 2014, the trademarks registered with the Trademark Office of China National Intellectual Property Administration are registered trademarks, including commodity trademarks, service trademarks, collective marks and certificate marks. The registration of a trademark shall be valid for ten years from the date of approval. If there is a continued need for the use of the trademark, a renewal shall be made in accordance with requirements within 12 months before the expiry of the trademark registration. Each renewal of registration of a trademark shall be valid for ten years from the date after the expiry of the previous trademark registration.
According to the Copyright Law of the PRC (《中華人民共和國著作權法》) last amended by the SCNPC on November 11, 2020 and came into effect on June 1, 2021, works of Chinese citizens, legal persons or unincorporated organizations, i.e. intellectual achievements in the field of literature, art and science that are original and can be expressed in a certain form, whether published or not, are entitled to copyright in accordance with the law. Copyright includes a series of personal and property rights such as the right of publication, the right of authorship, the right of modification, the right to protect the integrity of the work and the right of reproduction.
According to the Measures for the Computer Software Copyright Registration (《計算機軟件著作權登記辦法》) promulgated by the National Copyright Administration on February 20, 2002, and the Regulations on the Computer Software Protection (《計算機軟件保護條例》) amended by the State Council on January 30, 2013 and came into effect on March 1, 2013, the National Copyright Administration shall be the competent governmental authority for the nationwide administration of software copyright registration and the China Copyright Protection Center is designated as the software registration authority which shall grant registration certificates to the computer software copyrights applicants according to the Measures for the Computer Software Copyright Registration and the Regulations on the Computer Software Protection.
According to the Administrative Measures on the Internet Domain Names (《互聯網域名管理辦法》) issued by the MIIT on August 24, 2017 and came into effect on November 1, 2017, domain names registrations are handled through domain name service agencies established according to the relevant regulations, and the applicants become domain name holders upon successful registration.
The EIT Law and its implementation rules are the principal laws and regulations governing the EIT in the mainland China. According to the EIT Law and its implementation rules, enterprises are divided into resident enterprises and non-resident enterprises. A resident enterprise refers to an enterprise that is established in the mainland China in accordance with the law, or that is established in accordance with the law of a foreign country (region) but whose actual administration institution is in the mainland China. A non-resident enterprise refers to an enterprise established in accordance with the law of a foreign country (region) and whose actual administration institution is outside the mainland China, but it has institutions or establishments in the mainland China or, if not, it has incomes originating from the mainland China. A uniform income tax rate of 25% applies to all resident enterprises and non-resident enterprises that have set up institutions or establishments in the mainland China to the extent that such incomes are derived from the mainland China, or such incomes are obtained outside the mainland China but have an actual connection with the set-up institutions or establishments, high-tech enterprises in need of support from the State shall be subject to a reduced enterprise income tax rate of 15%. Non-resident enterprises that have not set up institutions or establishments in the mainland China or have set up institutions or establishments but the income obtained by the said enterprises have no actual connection with the set-up institutions or establishments, shall pay enterprise income tax at the rate of 10% in relation to their income sourcing from the mainland China.
Pursuant to the Interim Regulations of the PRC on Value-added Tax (《中華人民共和國增值稅暫行條例》), which was last amended by the State Council on November 19, 2017 and came into effect on the same day, and the Detailed Rules for the Implementation of the Interim Regulations of the PRC on Value-added Tax (《中華人民共和國增值稅暫行條例實施細則》), which was last amended by the MOF on October 28, 2011 and came into effect on November 1, 2011, all entities and individuals engaged in sale of goods or provision of processing, repair and maintenance services or importation of goods in mainland China are subject to VAT. Unless otherwise specified in the above-mentioned regulations, the VAT rate is generally 17% in respect of the sale or importation of goods by taxpayers.
Pursuant to the Notice on the Adjustment to VAT Rates (《關於調整增值稅稅率的通知》) (Cai Shui [2018] No. 32), promulgated by the MOF and the SAT on April 4, 2018, and became effective as of May 1, 2018, the VAT rates of 17% and 11% applicable to the taxpayers who have VAT taxable sales activities or imported goods are adjusted to 16% and 10%, respectively.
Pursuant to the Announcement on Relevant Policies for Deepening VAT Reform (《關於深化增值稅改革有關政策的公告》) (2019 No. 39 of MOF, SAT and General Administration of Customs), promulgated by the MOF, the SAT and the General Administration of Customs on March 20, 2019 and became effective on April 1, 2019, the VAT rates of 16% and 10% applicable to the taxpayers who have VAT taxable sales activities or imported goods are adjusted to 13% and 9%, respectively.
The Company Law, last amended by the SCNPC on December 29, 2023 and came into effect on July 1, 2024, provides that companies established in China may take the form of limited liability company or joint stock company with limited liability. Each company has the status of a legal person and owns the assets itself. The Company Law also applies to foreign-invested companies.
According to the Foreign Investment Law of the PRC (《中華人民共和國外商投資法》) promulgated by the NPC on March 15, 2019 and the Implementing Rules of the Foreign Investment Law of the PRC (《中華人民共和國外商投資法實施條例》) promulgated by the State Council on December 26, 2019, all of which came into effect on January 1, 2020, the State shall implement the management systems of pre-establishment national treatment and negative list for foreign investment. Foreign investors shall not invest in any field forbidden by the negative list for access of foreign investment; for any field restricted by the negative list, foreign investors shall conform to the investment conditions as required; fields not included in the negative list shall be managed under the principle that domestic investment and foreign investment shall be treated uniformly. Meanwhile, the competent government departments shall, according to the requirements of national economy and social development, formulate a catalogue of industries encouraging foreign investment, stipulating the specific industries, fields and areas in which foreign investors are encouraged and guided to invest.
The current industry entry clearance requirements governing investment activities in the PRC conducted by foreign investors are set out in two catalogues, namely the Special Management Measures for the Entry of Foreign Investment (Negative List) (2024 version) (《外商投資准入特別管理措施(負面清單)(2024年版)》), which was jointly promulgated by the NDRC and the MOFCOM on September 6, 2024 and came into effect on November 1, 2024, and the Encouraged Industry Catalogue for Foreign Investment (2022 version) (《鼓勵外商投資產業目錄(2022年版)》), which was jointly promulgated by the NDRC and the MOFCOM on October 26, 2022 and came into effect on January 1, 2023. These two catalogues further classified businesses into three categories with regard to foreign investment: "encouraged," "restricted" and "prohibited." Industries not listed in these three categories are generally deemed as falling into the fourth category, that is "permitted" for foreign investment
unless specifically restricted by other PRC laws and regulations. Pursuant to the Encouraged Industry Catalogue for Foreign Investment (2022 version), the manufacturing of EV batteries, supplemental ESS batteries and recycling of batteries involved in our operation fall within the scope of industries encouraging foreign investment.
Pursuant to the Administrative Measures for Outbound Investment (《境外投資管理辦法》) promulgated by the MOFCOM on September 6, 2014 and implemented on October 6, 2014, the MOFCOM and provincial competent commerce authorities shall carry out administration either by record-filing or approval, depending on different circumstances of outbound investment by enterprises. Outbound investment by enterprises that involves sensitive countries and regions or sensitive industries shall be subject to administration by approval. Outbound investment by enterprises that falls in any other circumstances shall be subject to administration by record-filing.
Pursuant to the Administrative Measures for Outbound Investment of Enterprises (《企業境外投資管理辦法》) promulgated by the NDRC on December 26, 2017 and implemented on March 1, 2018, a domestic enterprise, or the investor, making an outbound investment shall obtain approval or conduct record-filing for outbound investment projects, or the projects, report relevant information, and cooperate with the supervision and inspection. Sensitive projects carried out by Investors directly or through overseas enterprises controlled by them shall be subject to approval, specifically, including projects involving sensitive countries and regions and sensitive industries; non-sensitive projects directly carried out by investors, namely, non-sensitive projects involving investors' direct contribution of assets or rights and interests or provision of financing or guarantee shall be subject to record-filing.
Pursuant to the Administrative Regulations on Foreign Exchange of the PRC (《中華人民共和國外匯管理條例》) announced by the State Council on August 5, 2008 and effective on the same day, transactions involving goods, services, income and current transfers in the balance of payments are regarded as current accounts, under which the foreign exchange payments shall, pursuant to the administrative provisions of the foreign exchange control department of the State Council on payments of foreign currencies and purchase of foreign currencies, be made using self-owned foreign currency or foreign currency purchased from financial institutions engaging in conversion and sale of foreign currencies by presenting the valid document; domestic entities and domestic individuals making overseas direct investments or engaging in issuance and trading of overseas securities and derivatives shall process registration formalities pursuant to the provisions of the foreign exchange control department of the State Council.
According to the Notice on Relevant Issues Concerning the Administration of Foreign Exchange for Overseas Listing (《關於境外上市外匯管理有關問題的通知》) issued by the SAFE on December 26, 2014 and effective on the same day, a domestic company shall, within 15 business days from the date of the end of its overseas listing and issuance, register the overseas listing with the SAFE's local branch at the place of its incorporation. The proceeds raised by the domestic companies through overseas listing may be remitted to the domestic account or deposited in an overseas account, provided that the use of the proceeds shall be consistent with the content of the prospectus and other public disclosure documents.
In February 2015, the SAFE issued the Circular of Further Simplifying and Improving Foreign Exchange Administration Policies on Direct Investment (《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》), which was partially abolished in December 2019. It stipulates that banks shall directly examine and handle foreign exchange registration under overseas direct investment, and the SAFE and its branches shall implement indirect supervision over foreign exchange registration and examination of overseas direct investment through banks.
According to the Anti-unfair Competition Law of the PRC (《中華人民共和國反不正當競爭法》), or the Anti-unfair Competition Law, lastly amended by the SCNPC on April 23, 2019 and effective on the same day, operators shall comply with the principle of voluntariness, equality, impartiality, integrity and abide by laws and business ethics in market transactions. Under the Anti-unfair Competition Law, unfair competition refers to the circumstance that an operator disrupts the market competition order and damages the legitimate rights and interests of other operators or consumers in violation of the provisions of the Anti-unfair Competition Law in the production and operating activities. Operators who violate the provisions of Anti-unfair Competition Law shall bear corresponding civil, administrative or criminal responsibilities depending on the specific circumstances.
According to the Anti-Monopoly Law of the PRC (《中華人民共和國反壟斷法》), or the Anti-Monopoly Law, lastly amended on June 24, 2022 and effective on the same day, the Anti-Monopoly Law applies to the monopolistic practices in domestic economic activities in the PRC as well as the monopolistic practices outside the PRC which have exclusion or restriction effects on domestic market competitions. The monopolistic practices under the Anti-Monopoly Law include any monopoly agreement reached by any operators, abuse of market-dominating position by any operators and any concentration of operators which has eliminated or limited or may eliminate or limit the market competition. The antimonopoly law enforcement agencies designated by the State Council are responsible for enforcement of the Anti-Monopoly Law in accordance with the provisions of the Anti-Monopoly Law. The antimonopoly law enforcement agencies of the State Council may, according to the needs of their work, authorize the corresponding agencies of the people's governments of provinces,
autonomous regions, and municipalities to be responsible for enforcement of the Anti-Monopoly Law. Operators who violate the provisions of the Anti-Monopoly Law may be subject to fines, confiscation of illegal gains, or cessation of illegal activities by the anti-monopoly law enforcement agencies.
The Securities Law, which was last revised by the SCNPC on December 28, 2019 and took effect on March 1, 2020, has comprehensively regulated the activities of the securities market in China, including the issuance and trading of securities, the acquisition of listed companies, stock exchanges, securities companies, and the responsibilities of securities regulatory agencies. The Securities Law further stipulates that enterprises in China that directly or indirectly issue securities overseas or list securities overseas shall comply with the relevant provisions of the State Council. The specific measures for subscribing and trading shares of companies in China in foreign currency shall be separately prescribed by the State Council. The CSRC is a securities regulatory agency established by the State Council, responsible for supervising and managing the securities market in accordance with the law, maintaining market order, and ensuring the legal operation of the market. At present, the issuance and trading of H shares are mainly regulated by regulations and rules promulgated by the State Council and the CSRC.
According to the Overseas Listing Trial Measures issued by the CSRC on February 17, 2023 and effective from March 31, 2023, where a domestic company issuer procures an overseas initial public offering or listing, it shall file with the CSRC within three business days after submitting application documents for overseas securities offering and listing.
According to the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (《關於加強境內企業境外發行證券和上市相關保密和檔案管理工作的規定》) jointly issued by the CSRC and other departments on February 24, 2023 and effective on March 31, 2023, in the overseas offering and listing activities of domestic companies, domestic companies, and securities companies and securities service institutions that provide corresponding services shall strictly comply with the applicable laws and regulations of the PRC and satisfy the requirements of these Provisions, enhance the legal awareness of safeguarding state secrets and strengthening archives administration, establish and improve the confidentiality and archives work system, and take necessary measures to fulfill the confidentiality and archives administration obligations, and shall not divulge state secrets or work secrets of state organs, or harm the interests of the state or the public. A domestic company that, either directly or through its overseas listed entity, provides or publicly discloses to relevant securities companies, securities service institutions, overseas regulators, and other entities and individuals, any documents and materials that involve state secrets or work secrets of state organs, shall obtain approval from the competent department with the power of examination and approval according to the law, and report to the administrative department of confidentiality at the same level for filing.
《（EU）2019/631号二氧化碳排放性能标准》由欧洲议会和欧洲理事会于2019年4月17日颁布，自2020年1月1日起适用；《（EU）2023/851号强化二氧化碳排放性能标准》由欧洲议会和欧洲理事会于2023年4月25日公布，自2023年5月15日起生效。上述法规对汽车制造商规定了年度二氧化碳排放目标。具体而言，自2025年1月1日起，欧盟境内新登记乘用车及轻型商用车的平均二氧化碳排放量须分别较各自2021年目标减少15%（"2025年二氧化碳排放目标"）。此外，自2030年1月1日起，上述车辆的平均二氧化碳排放量须分别较各自2021年目标减少55%和50%。
《REPowerEU计划》由欧洲委员会于2022年5月18日发布，旨在通过加速向清洁能源转型，构建更具韧性的欧盟能源体系。欧洲委员会已筹集近3000亿欧元用于资助该计划。
《电池与废电池法规》由欧洲议会和欧洲理事会于2023年7月12日颁布，自2023年8月17日起生效，对投放欧盟市场或在欧盟境内投入使用的电池规定了可持续性、安全性、标签、标识及信息披露等方面的要求。该法规还进一步规定了电池碳足迹、供应链尽职调查义务、再生电池材料含量最低使用目标、生产者延伸责任、废旧电池及材料的收集与处理、再生效率及电池数字护照等方面的要求。针对电动汽车电池，自2025年至2028年间的不同时间节点起（或自法规另行规定的生效日期起），制造商须确保各型号电池符合以下要求：编制碳足迹声明、满足碳足迹绩效分级要求，并确保电池全生命周期碳足迹值不超过规定的最高阈值。自2028年至2036年间的不同阶段起（或自法规另行规定的生效日期起），电动汽车电池生产中所使用的再生钴、铅、锂、镍的含量须主动披露，并须满足分阶段最低占比要求。自2025年至2031年间的不同时间节点起，废旧电池须根据不同类型，满足基于平均重量的分阶段最低回收率要求及特定材料回收率要求。自2027年2月18日起，所有电动汽车电池须附带电池数字护照。
《关键原材料法》由欧洲议会和欧洲理事会于2024年4月11日颁布，自2024年5月23日起生效，旨在为关键原材料建立安全、多元、可负担且可持续的供应链。该法更新了关键原材料清单，并引入战略性原材料清单，其中包括锂、锰、电池级镍、钴、铜和石墨。此外，《关键原材料法》还设定了欧盟国内产能基准，明确了战略性原材料在开采、加工和回收方面的强制性比例目标。
《欧盟电力市场改革方案》由欧洲议会和欧洲理事会于2024年5月21日颁布，自2024年7月16日起生效，旨在加快可再生能源及其他清洁电力来源的部署，激励清洁能源转型。主要措施包括：（i）通过推动长期购电协议、差价合约及可再生能源投资，间接支持储能发展；（ii）引入具备"可用容量付款"机制的非化石灵活性支持体系，使灵活性资源能够充分满足清洁能源目标，有望提升储能单元收益并促进储能发展。
《净零工业法》由欧洲议会和欧洲理事会于2024年6月28日颁布，自2024年6月29日起生效。该法要求欧盟国内净零技术（如太阳能电池板、风力涡轮机、电池及热泵）的制造产能，到2030年至少满足欧盟年度部署需求的40%，并到2040年达到上述技术全球生产产能的至少15%。《净零工业法》提供了多项吸引绿色技术投资的措施，包括为战略性净零项目简化许可程序，以及通过公共采购和可再生能源拍卖加强战略性技术产品的市场准入。
《清洁工业协议：竞争力与脱碳联合路线图》由欧洲委员会、欧洲理事会、欧洲经济与社会委员会及地区委员会于2025年2月26日颁布，将脱碳定位为欧洲工业增长的核心驱动力。该法规将降低能源成本列为关键商业要素，鼓励公共采购优先选用欧盟制造的清洁产品，并进一步推动循环经济实践以保障原材料及资源安全，包括加快落实《关键原材料法》。
The Industrial Action Plan for the European Automotive Sector was promulgated by the European Commission, the European Council, the European Economic and Social Committee and the Committee of the Regions on March 5, 2025, pursuant to which support has been provided to the automotive industry's transition towards clean, connected and automated mobility. To enhance flexibility in carbon emission standards and facilitate the achievement of the 2025 CO₂ Emission Targets, the European Commission intends to introduce amendments to the CO₂ emission performance standards for PVs and vans. Under these amendments, compliance by vehicle manufacturers will be assessed comprehensively over the years 2025, 2026 and 2027, allowing manufacturers to offset exceedances of emission targets in one or two of those years by achieving lower-than-target emissions in the other years within this three-year assessment period.
According to the Common Customs Tariff, the EU imposes a base tariff rate of 2.7% on batteries (including cell, module, and ESS batteries) that originate from China. The Commission Implementing Regulation (EU) 2024/2754, which was promulgated by the European Commission, imposed additional tariffs on imports of electric vehicles made in China, ranging from 7.8% to 35.3%, effective from October 30, 2024 for a period of five years. These additional tariffs are only applicable to imports of electric vehicles made in China, thus do not have a direct impact on us. However, such additional tariffs may affect certain of our automotive customers who export to the EU and, in turn, may have an indirect impact on us.
The founding team led by Mr. Zeng Yuqun established our Company in 2011. Prior to founding our Company, Mr. Zeng Yuqun was involved in the establishment of Amperex Technology Limited ("ATL") in 1999, which was mainly engaged in the research and development, production and sales of consumer lithium batteries. In 2005, TDK Corporation (a company listed on the Tokyo Stock Exchange, stock code: 6762) acquired 100% equity interest of ATL and retained Mr. Zeng Yuqun to continue overseeing the management of ATL until March 2017. In 2011, the founding team represented by Mr. Zeng Yuqun keenly observed the potential of EV batteries and ESS batteries and founded our Company, with Mr. Zeng Yuqun serving as a director since our establishment to May 2013. Since June 2017, Mr. Zeng Yuqun has been serving as the chairman of our Board. After years of development, our Company has grown into a globally leading innovative new energy technology company, primarily engaged in the research, development, production, and sales of EV batteries and ESS batteries. We promote the transition from mobile and stationary fossil energy sources to sustainable alternatives, as well as creating integrated innovative solutions for new applications through advancements in electrification and intelligent technologies.
In June 2018, the A Shares of our Company were listed on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750).
| Year | Milestone | |------|-----------| | 2011 | The founding team established our Company in Ningde City, Fujian Province. | | 2012 | We entered into strategic partnership with BMW Group, attaining market recognition worldwide. | | 2015 | We acquired Guangdong Brunp to penetrate the battery recycling and regeneration industry chain. | | 2017 | We ranked No. 1 globally in terms of usage volume of EV batteries for the first time. We established a joint venture with SAIC Motor, deepening the strategic cooperation with our customers through a joint venture approach for the first time. |
| Year | Milestone | |------|-----------| | 2018 | Our Company was listed on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750). We established our first overseas battery manufacturing base in Thuringia, Germany. | | 2020 | We established 21C Lab to align with the world's top-notch laboratories, focusing on the R&D of new energy-related cutting-edge technologies. | | 2021 | We ranked No. 1 globally in terms of shipments of ESS batteries for the first time. Our Ningde plant was recognized as a member of the Global Lighthouse Network by the World Economic Forum. | | 2022 | We invested in the construction of a battery manufacturing base in Debrecen, Hungary. Our Yibin plant was certified as the world's first zero-carbon battery factory and recognized as a member of the Global Lighthouse Network by the World Economic Forum. | | 2023 | We were recognized as a Fortune 500 company by Fortune. | | 2024 | We announced a partnership with Stellantis N.V. to invest in the construction of a battery factory in Spain. |
We have been continuously expanding our business since inception, and had over 300 subsidiaries as of the Latest Practicable Date to facilitate rapid and effective implementation of our strategies.
Our Major Subsidiaries and their respective principal business activities, dates of establishment and jurisdictions are set out below:
| Name | Principal Business Activities | Date of Establishment and Jurisdiction | |------|-------------------------------|----------------------------------------| | CATL-JS | EV batteries and ESS batteries related business | June 30, 2016, PRC | | UABC | EV batteries and ESS batteries related business | June 8, 2017, PRC | | CATL-SC | EV batteries and ESS batteries related business | October 15, 2019, PRC | | CATL-FD | EV batteries and ESS batteries related business | January 14, 2021, PRC | | CATL-RQ | EV batteries and ESS batteries related business | February 8, 2021, PRC |
CATL-RT | | EV batteries and ESS batteries related business | May 24, 2021, PRC CATL-HK | | Trade and investment | April 1, 2016, Hong Kong, PRC CATT | | Manufacture and sales of batteries and provision of technical services | September 11, 2018, Germany CATH | | Manufacture and sales of batteries and provision of technical services | February 4, 2022, Hungary Hunan Brunp | | Lithium-ion battery materials and recycling business | January 11, 2008, PRC Ningbo Brunp | | Trade business of lithium-ion battery materials | December 2, 2019, PRC
Our Company held the entire or majority of the equity interest in the above Major Subsidiaries throughout the Track Record Period.
HISTORY AND CORPORATE STRUCTURE CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES Establishment and Early Development On December 16, 2011, our Company was established in Ningde City of Fujian Province as a limited liability company with an initial registered capital of RMB1 million. Conversion into a Joint Stock Limited Liability Company and Listing on the ChiNext of the Shenzhen Stock Exchange In December 2015, our Company accomplished all procedures required to convert from a limited liability company to a joint stock limited liability company. In June 2018, we completed the issuance and listing of our A Shares on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750). In the A-Shares listing, we issued an aggregate of 217,243,733 A Shares, accounting for 10% of our Company's total share capital immediately following the A Share listing. Private Placement of A Shares in June 2022 As approved by the Shareholders in August 2021 and the CSRC in April 2022, our Company conducted a private placement of its A Shares to raise funds for various development initiatives, including the construction of new lithium-ion battery production projects and the implementation of advanced technology R&D projects. A total of 109,756,097 A Shares were issued in the placement to 22 investors, all of whom were Independent Third Parties. The placement raised net proceeds of approximately RMB44.87 billion. Following the completion of the private placement, the Company's total issued share capital increased to 2,440,607,297 A Shares. Except for the outstanding Share Incentives under the Share Incentive Plans, the dilution effect of which is detailed in "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus, there were no other outstanding options, warrants, or convertible securities that could potentially affect the shareholding structure of our Company as of the Latest Practicable Date. MAJOR ACQUISITIONS, DISPOSALS AND MERGERS Our Company had not carried out any major acquisitions, disposals or mergers during the Track Record Period and up to the Latest Practicable Date.
HISTORY AND CORPORATE STRUCTURE OUR LISTING ON THE CHINEXT OF THE SHENZHEN STOCK EXCHANGE AND REASONS FOR THE LISTING ON THE STOCK EXCHANGE Since 2018, our Company has been listed on the ChiNext of the Shenzhen Stock Exchange. Since our listing on the ChiNext of the Shenzhen Stock Exchange and as of the Latest Practicable Date, we had no instances of material non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities laws and regulations of the PRC in any material respects, and, to the best knowledge of our Directors having made all reasonable enquiries, there was no material matter that should be brought to the investors' attention in relation to our compliance record on the Shenzhen Stock Exchange. Our PRC Legal Advisors are of the view that the confirmation of our Directors above with regard to our compliance records is accurate and reasonable. Based on the independent due diligence conducted by the Joint Sponsors, nothing has come to the Joint Sponsors' attention that would cause them to disagree with the Directors' confirmation with regard to the compliance records of the Company on the Shenzhen Stock Exchange. Our Company seeks to be listed on the Stock Exchange in order to further advance our global strategic layout, establish an international capital operation platform, and enhance our comprehensive competitiveness. For details, see "Business — Growth Strategies" and "Future Plans and Use of Proceeds." Public Float To the best of our Company's knowledge, immediately following the completion of the Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing), over 50% of our Shares (including our H Shares and A Shares) will be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules.
HISTORY AND CORPORATE STRUCTURE OUR SHAREHOLDING AND CORPORATE STRUCTURE Shareholding and Corporate Structure Immediately before the Global Offering The following chart depicts a simplified shareholding and corporate structure of our Group immediately before the completion of the Global Offering, assuming that no changes are made to the total issued share capital of our Company since the Latest Practicable Date and up to the Listing:
10.66% Ningbo United Innovation of New Energy Investment Management Partnership (Limited Partnership)(1)
HISTORY AND CORPORATE STRUCTURE Shareholding and Corporate Structure upon Completion of the Global Offering
The following chart depicts a simplified shareholding and corporate structure of our Group upon completion of the Global Offering, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no changes are made to the total issued share capital of our Company since the Latest Practicable Date and up to the Listing:
| Entity / Shareholder | Ownership | |---|---| | Mr. Zeng Yuqun | 100% → Ruihua Investment | | Ruihua Investment | 45% → Xiamen Ruiting | | Mr. Zeng Yuqun (direct) | 55% → Xiamen Ruiting | | Mr. Huang Shilin(1) | 22.66% → Our Company | | Xiamen Ruiting | 10.39% → Our Company | | Ningbo United Innovation of New Energy Investment Management Partnership (Limited Partnership)(1) | 6.29% → Our Company | | Mr. Li Ping | 4.46% → Our Company | | Other Holders of A Shares | 53.60% → Our Company | | Holders of H Shares | 2.61% → Our Company | | Our Company | 100% → CATL-JS | | Our Company | 51% → UABC(2) | | Our Company | 79.2% → CATL-SC(3) | | Our Company | 100% → CATL-FD | | Our Company | 100% → CATL-RQ | | Our Company | 100% → CATL-RT | | Our Company | 100% → CATL-HK(4) | | CATL-HK(4) | 100% → CATT(4) | | Our Company | 69.08% → Hunan Brunp(5) | | Our Company | 69.08% → Ningbo Brunp(5) | | Our Company | → Other subsidiaries(6) | | Our Company | 100% → CATH |
Notes (1) to (6): see "— Shareholding and Corporate Structure Immediately before the Global Offering."
We are a globally leading innovative new energy technology company, primarily engaged in the research, development, production, and sales of EV batteries and ESS batteries. We promote the transition from mobile and stationary fossil energy sources to sustainable alternatives, as well as creating integrated innovative solutions for new applications through advancements in electrification and intelligent technologies. As of December 31, 2024, we had established six major R&D centers and 13 battery manufacturing bases worldwide, with service outlets spanning 64 countries and regions. We have the broadest coverage of customer and end-user base globally. As of December 31, 2024, our EV batteries were installed in over 17 million vehicles, which represents one in every three EVs worldwide, and our ESS batteries were deployed in over 1,700 projects across the globe.
Leveraging decades of extensive experience we have accumulated in the lithium-ion battery industry, we have developed proprietary full-chain and highly efficient R&D capabilities, which lead to our comprehensive and advanced matrix of products and solutions. It can be applied to passenger vehicle (PV), commercial vehicle (CV), front-of-the-meter (FTM) energy storage system, behind-the-meter (BTM) energy storage system, and emerging applications such as machinery, vessels, aircraft and others. Our products effectively meet the evolving and diverse needs of global customers.
We actively participate in the development of industry standards and subject matter research in the global lithium-ion battery industry, driving the industry's sustainable development. By the end of 2024, we are part of over 160 domestic and international industry associations, among others: the Global Battery Alliance, International Renewable Energy Agency, European Battery Alliance, and China Association of Automobile Manufacturers.
Through our relentless efforts, we are highly recognized by global customers and widely acclaimed in the market. Our major accomplishments include:
**EV Battery¹** | No. 1 Globally for 8 Consecutive Years | 37.9% Global Market Share in 2024 | |---|---|
**ESS Battery²** | No. 1 Globally for 4 Consecutive Years | No. 1 in Non-China Markets in 2024 | 36.5% Global Market Share in 2024 | |---|---|---|
**Select Markets³** | 72% of the High-End Passenger EV Market in China | 80% of the E-Bus Market in China | 71% of the E-Truck Market in China | 27.0% in 2024 | |---|---|---|---|
**R&D⁴** | RMB71.8 Bn Cumulative R&D Spent from 2015 to 2024 | 43,354 Patents Authorized/Pending | |---|---|
**Products** | TECHNOBEST 2024 Award, AUTOBEST — Shenxing battery | The Best Inventions of 2022, TIME Magazine — Qilin battery | |---|---|
**Manufacturing** | Largest Globally: 676 GWh Production Capacity, 2024 | World's Only 3 Lighthouse Factories in the Lithium-ion Battery Industry | DPPB Single-Cell Failure | |---|---|---|
¹ The rankings and market shares are based on global EV battery usage volume, according to the GGII Report. The eight consecutive years refer to 2017 to 2024.
² The rankings and market shares are based on global ESS battery shipment, according to the GGII Report. The four consecutive years refer to 2021 to 2024.
³ High-end passenger EV is defined as a vehicle priced over RMB250,000, according to the GGII Report. Market shares are calculated based on data in 2024.
⁴ The number of patents is as of December 31, 2024.
We are dedicated to providing best-in-class EV and ESS batteries and related solutions for global new energy applications, as outlined below:
| | EV Battery | | | | | ESS Battery | | | Emerging Applications | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | **Applications** | Passenger Vehicle | | Commercial Vehicle | | | Front-of-the-Meter | | Behind-the-Meter | Machinery | Vessels | Aircraft | Others | | | BEV | PHEV | E-Bus | E-LCV | E-Truck | Skateboard Chassis | | | | | | | | **Representative Products** | Qilin | Shenxing | Freevoy | Tianxing | Choco-Swap | | TENER | EnerOne | EnerC | EnerD | UniC | PU100 | Zero-Carbon Solutions | QIJI Energy Swap | … |
In addition, we secure the supply of key upstream resources and materials for battery production through battery materials and recycling, and investment, development and operation of mineral resources. For details about each of our business segments, see "— Our Products and Solutions."
Our innovation has three strategic directions: (i) replacing mobile fossil energy sources, (ii) replacing stationary fossil energy sources and (iii) integrated innovation of new applications. We focus our efforts on innovation around battery materials and electrochemistries, system structures, and green extreme manufacturing, as well as business model innovation. We have consistently launched new technologies, products and business models that drive the industry forward.
- In 2011, we participated in the world's largest wind and solar energy storage and transmission project — the Zhangbei energy storage project.
- In 2014, we mass-produced the world's first large prismatic NCM battery cell.
- In 2016, we were the first in the world to apply CTP technology to E-Bus.
- In 2018, we pioneered the mass production of prismatic NCM811 high-nickel batteries.
- In 2019, we were the first in the world to apply CTP technology to PV.
- In 2021, we released the world's highest energy density sodium-ion battery, and introduced the AB battery system.
- In 2022, we launched the Qilin battery, utilizing 3rd generation CTP technology, achieving the highest volume utilization of 72% globally.
- In April 2023, we unveiled the world's first condensed battery with a cell level energy density of up to 500 Wh/kg.
- In August 2023, we released the world's first 4C superfast charging LFP battery, Shenxing.
- In April 2024, we unveiled TENER, the world's first ESS featuring zero degradation in power and capacity over 5 years, while offering high single container energy capacity of 6.25 MWh.
Our business spans the globe. We adopt a "customer-centric" approach and established various long-term and in-depth strategic partnerships with globally renowned automotive OEMs, ESS integrators, project developers or operators. By the end of 2024, nine out of the top ten global automotive OEMs by EV sales volume are our customers, according to the GGII Report. Our automotive OEM customers include BMW, Mercedes-Benz, Stellantis, Volkswagen, Ford, Toyota, Hyundai, Honda, Volvo, SAIC, Geely, NIO, Li Auto, Yutong, and Xiaomi. Our ESS customers and partners include NextEra, Synergy, Wärtsilä, Excelsior, Jupiter Power, Flexgen, China Energy Group, State Power Investment Corporation, China Huaneng Group, China Huadian Group and China National Petroleum Corporation. We further strengthen our collaboration with global customers through equity investments, JVs, and technology licensing. In 2024, 30.5% of our revenue was generated from overseas markets. As of December 31, 2024, we have established a global network of over 770 after-sales service stations, among which 169 are located overseas, continuously providing high-quality service to our global customers.
We have been expanding our global footprint in response to evolving customer demands. As of December 31, 2024, we operated 13 battery manufacturing bases around the world, including 11 major domestic manufacturing bases located in Ningde (Fujian), Xining (Qinghai), Liyang (Jiangsu), Yibin (Sichuan), Zhaoqing (Guangdong), Shanghai, Xiamen (Fujian), Yichun (Jiangxi), Guiyang (Guizhou), Jining (Shandong), and Luoyang (Henan), and two overseas manufacturing bases — the Thuringia factory in Germany and the Debrecen factory in Hungary. Our manufacturing base in Thuringia, Germany, has become the world's first battery manufacturer to obtain Volkswagen module certification and the first in Europe to receive Volkswagen cell certification. Furthermore, we are actively preparing and advancing our JV factory with Stellantis N.V. in Spain, and our battery value chain projects in Indonesia. To actively advance our globalization, we emphasize our efforts on overseas operational support, supply chain expansion, resources and recycling, and international talent acquisition. These efforts aim to create an efficient multinational operational structure.
We have achieved solid and high quality financial performance over the years. For the years ended December 31, 2022, 2023 and 2024, our revenue was RMB328.6 billion, RMB400.9 billion and RMB362.0 billion, respectively. Our revenue decreased by 9.7% from RMB400.9 billion in 2023 to RMB362.0 billion in 2024, mainly due to a reduction in our average selling price in response to decrease in the prices of raw materials, including lithium carbonate, despite increased sales volumes of our EV batteries and ESS batteries. During this period, our profitability continued to improve, with profit for the year consistently increasing. For the years ended December 31, 2022, 2023 and 2024, our profit for the year was RMB33.5 billion, RMB47.3 billion and RMB55.3 billion, respectively, representing a year-on-year growth of 41.5% and 16.8%, respectively. Our net profit margin for the years ended December 31, 2022, 2023 and 2024 was 10.2%, 11.8% and 15.3%, respectively. In the same years, our weighted ROE was 24.7%, 24.3% and 24.7%, respectively.
我们一直保持稳健的现金流状况。截至2022年、2023年及2024年12月31日止各年度，经营活动产生的净现金流量分别为人民币612亿元、人民币928亿元及人民币970亿元。
我们积极推动联合国可持续发展目标的实现。作为联合国全球契约（"UNGC"）成员，我们全力支持其涵盖人权、劳工、环境及反腐败四大领域的十项原则。我们已建立可持续发展治理架构，将上述原则融入日常运营，确保可持续发展工作有效推进。
与此同时，我们持续提升对外沟通的透明度，向更广泛的利益相关方传递我们的可持续发展价值观与理念。截至最新实际可行日期，我们已连续七年发布年度企业社会责任报告及/或ESG报告。我们定期识别并分析重要ESG议题，依据最新ESG法规与政策对上一年度重要议题结果进行审查，同时兼顾外部利益相关方的关注重点及行业惯例。
我们将气候变化与碳排放视为可持续发展的核心要素。2023年，我们发布"零碳战略"，设定明确的碳中和目标：于2025年实现核心运营的碳中和，于2035年实现价值链的全面碳中和。我们持续完善生态系统与生物多样性保护策略，制定并发布"生物多样性承诺"及"森林资源保护承诺"。秉承业务发展与社会责任有机融合的理念，我们积极参与社区发展、教育支持、灾害救援、环境保护及社会公益等活动。通过专项慈善基金及资金捐赠，我们履行企业公民责任，推动社会价值共创。
我们持续提升ESG实践水平，近年来ESG评级稳步提升，在各主流ESG评级体系中均保持行业领先地位。
锂离子电池是全球向清洁能源及低碳社会转型的关键组件。开发并量产同时兼具卓越安全性、优异性能、高品质及高性价比的锂离子电池极具挑战性，需要对电化学、热力学及分子动力学等多学科形成全面理解与综合应用，同时涵盖微观、介观及宏观尺度的基础理论，还需具备强大的技术设计、制造及质量管控能力。
凭借逾25年的锂离子电池行业积累，我们的团队在锂离子电池的研发、设计及制造方面积累了丰富经验。由此，我们形成了独特的研发方法论，并通过持续迭代与优化，引领动力电池及储能电池的大规模商业化进程。2015年至2024年，我们累计研发费用达人民币718亿元。截至2024年12月31日，我们的研发团队拥有逾20,000名专业人员。我们构建了完善的全链创新体系，自主研发了高效智能研发平台。借助来自多场景客户及终端用户的海量反馈，我们持续提升研发及产品设计能力，最终形成深厚且具有竞争力的研发护城河。
我们具备自主全链研发能力，覆盖电池材料、电芯、模组、系统直至下游应用的完整链条。我们的研发涵盖从电池材料研发、产品开发、工艺与工程设计、测试与分析、智能制造到回收利用的全流程及产品全生命周期。这进一步赋予我们系统性思维，使我们能够深刻理解不同阶段各要素之间的内在关联，从而促进高效创新与产品开发。与此同时，自主全链研发能力使我们在业务运营中具备更强的韧性与管控力，避免对特定资源的过度依赖。
我们将安全、质量与成本三大核心要素无缝融入研发与制造流程，确保产品的更优交付。在安全性方面，我们通过模拟全场景应用工况开展研发与设计，并建立了基于机理研究、系统安全技术、系统可靠性分析技术及模型量化技术的独特安全可靠性管理体系。通过极致制造工艺，我们将电芯故障率从DPPM（百万分之一）级降低至DPPB（十亿分之一）级。为确保产品质量，我们在关键生产环节设置了逾7,000个质量管控点，并建立了完善的评估机制。在成本管理方面，我们应用自主研发的PSL（极限速度生产），大幅提升生产节拍、改善生产良率、提高人均生产效率并降低综合单位成本。
依托海量数据与先进算法，我们采用多物理场、多尺度、多参数耦合的建模仿真方法，通过数字化、智能化的研发方式提升研发效率。
We self-developed material high-throughput computing platform, smart battery cell design platform, and smart process design platform, among others. We employ high-throughput computing, multi-scale simulations, and other cutting-edge technologies, and through material screening, decoding and transformation, we efficiently explore electro-chemistries with better performance, reliability and cost-effectiveness. From experimental reverse design to predictive forward design, we integrate technical advantages across battery materials, design, processes, and equipment, which allows us to substantially reduce cell design period compared to conventional manual methods. We digitize our entire manufacturing process, from development of new process to mass production, which deepens the synergy between process design and intelligent manufacturing, optimizes product development pathways, and enables our real-time adjustments.
Based on our robust collaboration with our extensive customer base, we can gather feedback on our products from various applications and gain valuable insights into the experiences and pain points of end-users. We consistently integrate these real-world feedback with our R&D lab data, allowing us to effectively enhance product performance and optimize our solutions, and further form a positive self-reinforcing loop.
We have deep insights into industry trends, and multiple times preemptively identified the best technology direction and launched innovative products. Since inception, we pioneered the high-capacity cells for CV, high-nickel NCM batteries, and module-free CTP designs, successfully achieving large-scale commercialization of these products. In addition, we have introduced innovative products such as sodium-ion batteries with high energy density, M3P batteries, and condensed batteries, continually driving industry development. As a result, we cultivated the most comprehensive and advanced product matrix in the industry, leading with performance characteristics such as high energy density, long life cycle, fast charge rates, wide operating temperature range, and outstanding safety. All of these contribute to our products' wide adaptability to PV, CV, ESS, and new applications, providing optimal solutions for customers and end-users.
In the PV sector, our Qilin battery is the industry's first NCM battery achieving 5C superfast charging and being capable of delivering a driving range exceeding 1,000 km. It was named one of TIME Magazine's Best Inventions of 2022 and was awarded the title of Most Innovative Automotive Supplier "Alternative Powertrains" by the Center of Automotive Management in Germany. Our Shenxing battery is the world's first LFP battery to achieve 4C superfast charging, earning the 2024 TECHNOBEST Award from AUTOBEST. Our Freevoy battery is the world's first hybrid vehicle battery capable of exceeding 400 km of pure electric range while supporting 4C superfast charging. In the CV sector, our Tianxing battery series is tailored for E-Bus, E-LCV and E-Truck, effectively addressing sector pain points such as range anxiety, slow charging, and rapid battery degradation. In the ESS sector, our TENER system
is the world's first ESS with zero degradation in power and capacity over 5 years, achieving single container energy capacity up to 6.25 MWh while offering outstanding safety, long life cycle, and high integration advantages.
As a result, we preemptively and systematically capitalize on market opportunities and secure a leading position across various markets. We have maintained the No. 1 global market share in EV batteries for eight consecutive years, while our ESS batteries have held the top position for four consecutive years. In select markets, including the high-end PV market with demanding performance standards and significant technical challenges, as well as the high-usage CV markets, we are highly recognized by our customers and achieve even greater market shares through our exceptional products.
Leveraging our deep understanding of and continuous innovation in EV and ESS batteries, we proactively identify and seize emerging market opportunities. We tailor products and solutions that meet the performance requirements of new application scenarios, pioneering the expansion of electrification into areas such as machinery, vessels, aircraft and others. At the same time, we have successively launched innovative solutions such as Skateboard Chassis, Choco-Swap and QIJI Energy Swap, empowering our customers, expanding our applications, enhancing the end-user experience, and promoting comprehensive electrification.
We are the first battery company to receive recognition and certification from the China Classification Society (CCS) under the "Guidelines for the Inspection of Pure Electric Powered Ships." We established a wholly-owned subsidiary, CAES, which has become the world's first solution provider for electric vessels covering their entire life cycles. As of December 31, 2024, over 700 electric vessels globally had been equipped with our batteries. In 2023, we launched our condensed battery with a cell energy density of up to 500 Wh/kg, which simultaneously achieves high energy density and excellent safety, opening up new electrification possibilities for passenger aircraft.
Our Skateboard chassis features body-chassis separation, high integration, and open architecture, promoting more modular, bespoke, and intelligent automobile designs, and significantly improving development efficiency for our automotive customers, shortening their new models R&D cycles. In addition, our Bedrock chassis was the first in the world to pass the dual extreme safety test of "highest speed plus strongest impact" by the Automotive Safety Technology Center of China Automotive Engineering Research Institute Co., Ltd. (中國汽研汽車安全技術中心). Our Choco-Swap offers high adaptability and flexibility to various PV models, effectively improving energy replenishment efficiency and enhancing the end-user experience through fast battery swapping. Meanwhile, our QIJI Energy Swap system delivers a more environment friendly, economical, and efficient energy replenishment solution for the E-Truck sector.
Strong Localization Capabilities: We place great emphasis on talent localization, cultivating effective and experienced local teams. We continue to integrate local talents at all levels, and leverage them to promote operational efficiency, navigate regulatory environments, and build strong relationships with government bodies and customers. Our robust localization capabilities have led to the German government's commendation of CATL's German factory as a "lighthouse factory".
Proven Track Record of JV Operations: We have established joint venture factories in China with customers including BMW, SAIC, FAW, SAIC-GM-Wuling, and Chery. As a result of our know-how in JV operations in China, we are well-positioned to establish and manage JV factories overseas.
Proprietary Core Technologies with Strong IP Protection: Our core battery technologies can be authorized to partners under the LRS model. Our batteries deployed at licensed factories can be traced back to our core technologies. Under the LRS model, we have also developed a complete set of support mechanisms, covering technical solutions, manufacturing processes, quality systems, procurement systems, financial systems, legal expertise, and human resources.
Proven Track Record on Technology Export: We have entered into an LRS agreement with a leading North American automaker as well as an LRS agreement with FREYR Battery. Under these agreements, we provide technical support services relating to our battery technology, and we receive royalty and service fees.
We focus on fundamental innovation as well as application research, with a globally deployed R&D network that spans China, Germany, the United States, Japan, France, Canada and other regions. In 2024, our R&D investment amounted to 162.97 亿元 (approximately RMB16.297 billion), representing 7.8% of our revenue. As of December 31, 2024, we have been awarded over 23,600 patents globally, with over 18,500 patents pending, covering key areas such as battery materials, battery cell, battery systems, battery production, battery management, battery safety, and battery recycling.
We have established R&D partnerships with a number of world-class universities and research institutions, including MIT, UC San Diego, Cambridge, Oxford, Stanford, Hamburg University, Tsinghua University, Peking University, Fudan University, and Zhejiang University, covering a wide range of fundamental research topics including novel materials (e.g., sodium ion, silicon-based, sulfide solid electrolyte), new technologies (e.g., artificial intelligence, neural networks), and new methodologies (e.g., big data, combinatorial chemistry). We have also set up a CATL Research Institute, which brings together top talent in physics, chemistry, materials science, engineering, AI, and other disciplines to advance frontier battery research.
To continuously improve the efficiency and accuracy of R&D and experiments, we have developed the MYLAB digital simulation and experiment management platform, which can significantly improve the R&D efficiency by 30% or more, and shorten the experimental verification cycle by approximately 30%. We have also built a world-class smart laboratory to integrate experimental data and results using AI technology, and we have an AI-empowered materials discovery workflow that has been used to predict material structures and properties, enabling us to significantly shorten the new material synthesis cycle.
Business Model Innovation: We will build on the foundation of our existing products, technologies, and capabilities to extend our offerings along the industry chain and value chain, developing new products and businesses in areas including battery materials, battery recycling, and battery assets operation and management (i.e. swap stations and charging stations), as well as new businesses in commercial aerospace, humanoid robots, and other emerging fields. We will provide customers with integrated, full-lifecycle energy solutions, offering diversified business expansion opportunities while creating greater value for society.
We have established a comprehensive battery technology innovation system that spans materials science, cell design, system integration, and manufacturing processes. Our R&D capabilities are reflected in our extensive patent portfolio and continuous breakthroughs in battery performance metrics, including energy density, cycle life, charging speed, and safety.
In terms of battery materials and electrochemistry, we have made significant breakthroughs in cathode materials, anode materials, electrolytes, and separators. We utilize advanced computational platforms and AI-assisted material screening to accelerate the discovery and validation of next-generation battery materials, enabling us to stay ahead of industry development trends.
In terms of cell and system design, we have pioneered several industry-leading technologies, including our proprietary CTP (Cell-to-Pack) technology, which eliminates modules and directly integrates cells into the battery pack, significantly improving volumetric energy density and reducing manufacturing complexity and costs. We have further advanced this with our CTC (Cell-to-Chassis) technology, which integrates the battery pack directly into the vehicle chassis, achieving higher levels of structural integration and further improving overall vehicle performance and efficiency.
In terms of manufacturing, we have developed our proprietary PSL (Perfect Start Line) manufacturing system, which incorporates advanced process controls, real-time quality monitoring, and automated inspection systems to achieve an industry-leading cell defect rate at the DPPB level, far surpassing industry standards.
As one of the world's largest battery manufacturers by production capacity and shipment volume, we benefit from significant economies of scale across our entire value chain. Our large-scale procurement of raw materials, combined with our vertical integration strategy, enables us to achieve substantial cost reductions and ensure supply chain stability.
Our global manufacturing network, comprising strategically located production bases in China and key overseas markets, allows us to optimize logistics costs, reduce tariff exposure, and better serve local customers. We continuously invest in manufacturing automation and process optimization to improve production efficiency and reduce per-unit costs.
Our cost advantages are further reinforced by our proprietary manufacturing technologies and continuous improvement initiatives, which enable us to achieve higher yields, lower material waste, and greater energy efficiency in our production processes.
We have established long-term partnerships with leading customers across the EV, ESS, and other application segments globally. Our customer base includes many of the world's top automotive OEMs, energy storage integrators, and industrial equipment manufacturers.
Our diversified customer portfolio reduces our dependence on any single customer or market segment, providing greater revenue stability and growth resilience. At the same time, our deep collaboration with leading customers drives continuous product and technology co-development, further strengthening our competitive position.
We maintain high customer retention rates, reflecting the strong recognition of our product quality, technological capabilities, and service levels by our customers. Our ability to consistently deliver high-quality products at scale, combined with our comprehensive after-sales service network, has established us as a trusted long-term partner for our customers.
We have built a comprehensive global operational platform that encompasses R&D, manufacturing, sales, and after-sales services. Our global presence enables us to serve customers across diverse markets while adapting to local regulatory requirements, market conditions, and customer preferences.
Our overseas manufacturing strategy, supported by our purpose-designed standardized factory model and intelligent reconfigurable production lines, allows us to efficiently establish and ramp up production capacity in new markets. This approach significantly reduces construction timelines and capital requirements compared to conventional factory development methods.
We have established a robust global service network comprising 169 service stations across 63 countries and regions, providing customers with responsive and reliable after-sales support. Our global logistics capabilities and inventory management systems ensure timely product delivery and supply chain continuity across our international operations.
Our management team combines deep industry expertise with a forward-looking strategic vision, enabling us to navigate the rapidly evolving new energy landscape and capitalize on emerging opportunities. Our leadership has successfully guided the company through multiple phases of growth and technological transformation, establishing CATL as a global leader in the battery industry.
Our organizational culture emphasizes innovation, execution excellence, and long-term value creation, attracting and retaining top talent from around the world. We have built a large and highly skilled R&D team, with thousands of researchers and engineers dedicated to advancing battery technology and developing next-generation energy solutions.
我们相信，实现全球绿色低碳转型需要全体共同努力。我们将继续秉持开放创新精神，实施四大创新体系以及内外部创新能力的互补协同。通过这一方式，我们将协助实现社会资源的高效配置，与其他力量共同推动技术进步，最终实现各方共赢、互利共荣。
我们主要从事动力电池和储能电池的研发、生产和销售，以电动化和智能化为核心，推动市场应用的集成创新。我们在电池材料、电池系统、电池回收等产业链多个领域具备核心技术优势和可持续研发能力，由此建立了完善成熟的生产和服务体系。
我们的主要产品包括动力电池、储能电池及相关电池材料。凭借扎实的经验积累、经过验证的方法论、全链条研发能力及其他基础要素，我们的产品长期保持行业领先地位。我们的团队在锂离子电池行业深耕25年，积累了深厚的研发、设计和制造专业知识，形成了独特的创新方法论。通过持续迭代和优化，我们率先实现了动力电池和储能电池的大规模商业化。我们全面掌握电化学、热力学、分子动力学等多学科基础理论，以及微观、介观、宏观多尺度的集成应用能力。我们在工艺工程、制造技术和质量控制方面表现卓越，同时维护着一个创新型研发生态系统，涵盖全链条创新体系、高效智能研发平台，以及来自多场景的海量客户和终端用户数据反馈。
在材料与材料体系方面，依托我们多年经验自主开发的智能研发平台，我们能够实现高效材料筛选，利用现有化学体系提升产品性能，并率先推出新兴化学体系。在系统结构方面，我们率先通过CTP技术实现电池系统的高效集成，并引入CTC技术进一步提升电池集成到底盘的效率。在绿色极限制造方面，我们综合运用大数据、云计算、数字孪生仿真、3D打印等技术，提升数字化能力，优化生产流程，提高生产效率，增强产品质量，并实现行业领先的单体电芯失效率DPPB水平。全链条研发壁垒和持续创新能力使我们建立了最为全面和先进的产品组合，在高能量密度、长循环寿命、高充电倍率、宽工作温度范围和卓越安全性等方面表现出色。
我们的动力电池产品涵盖电芯、电池模组/电池架及电池包，提供多种化学体系的产品，覆盖不同能量密度范围。这些产品包括但不限于磷酸铁锂电池、高压中镍三元电池、高镍三元电池、钠离子电池、M3P电池和凝聚态电池。我们的动力电池产品旨在满足多种功能需求，包括快速充电、长循环寿命、长续航里程、高安全性和宽工作温度范围。
我们根据乘用车应用场景客户的多元化需求提供多样化产品。
• 麒麟电池采用CTP 3.0技术，集成高镍三元电池或其他化学体系的电芯，具备高能量密度、卓越快充性能和优异安全性。麒麟电池能量密度最高可达255 Wh/kg，最高实现5C快充能力，单次充电续航里程可超过1,000公里。我们已推出多个版本的麒麟电池，包括高功率版、长续航版、超快充版和全能版。
• 神行电池是全球首款实现4C快充的磷酸铁锂电池，具备卓越的快充性能、强劲的低温性能和高性价比。我们已推出多个版本的神行电池，包括超快充版、长寿命版、全能版和Plus版。其能量密度最高可达205 Wh/kg。
BTM Applications: Primarily including industrial and commercial storage and data centers. For industrial and commercial storage, we have launched the EnerSpeed and EnerBase products. For data centers, we have launched the SitePower HV series products.
Our ESS batteries are distributed across more than 70 countries and regions globally, and we are working to continuously promote the energy transition worldwide.
Our technical capabilities are rooted in our deep material science expertise, and we focus on the underlying logic of battery development to drive innovation at the material, cell, system, and intelligent manufacturing levels.
At the material level, we research and develop cathode materials, anode materials, electrolytes, separators, and other key materials, continuously optimizing material performance to improve the overall performance of batteries.
We have established three independent production capacity platforms for LFP, NCM, and sodium-ion cathode materials to ensure stable supply.
For LFP cathode materials, we have achieved industry-leading performance in terms of compaction density, first coulombic efficiency, gram capacity, and rate capability. We have developed ternary composite cathode materials with high nickel, high voltage, and multi-element doping to enhance energy density and cycle stability. In addition, we have developed sodium-ion cathode materials based on layered transition metal oxides to improve the comprehensive performance of sodium-ion batteries.
We have independently developed anode materials including graphite and silicon-carbon composite materials. For graphite materials, we have achieved performance optimization in compaction density, gram capacity, and rate capability. For silicon-carbon composite materials, we have successfully developed nano-silicon embedded three-dimensional structured silicon-carbon materials, breaking through the technological bottleneck of significant expansion during charging and discharging, and improving the energy density and cycle life of batteries.
We have independently developed liquid electrolytes and solid-state electrolytes. For liquid electrolytes, we have achieved significant improvements in performance in terms of high and low temperature, high voltage, and high rate. For solid-state electrolytes, we have developed sulfide, oxide, and polymer solid-state electrolyte materials to promote the commercialization of solid-state batteries.
We have independently developed ceramic-coated separators, which, through optimized coating formulation and process, significantly improve the thermal stability and safety of separators, while reducing thickness and improving permeability to enhance battery rate capability and energy density.
At the cell level, we focus on the development of cell structure design and manufacturing process technology, continuously improving cell performance and safety.
We adopt large-format cell design and have developed a series of cells with different capacities and sizes. Through optimization of the internal structure, we have achieved improvements in energy density, rate capability, cycle life, and safety of cells.
We have developed blade cell technology, which, through innovative structural design, significantly improves volumetric energy density and safety. Based on blade cell technology, we have derived products such as M3P cells and sodium-ion cells.
We have mastered core manufacturing process technologies including mixing, coating, calendering, slitting, stacking, winding, assembly, and formation, and have achieved significant improvements in manufacturing accuracy, consistency, and efficiency through process optimization and innovation.
We have developed a dry electrode preparation process, which eliminates the use of solvents in the traditional coating process, significantly reducing energy consumption and improving production efficiency and electrode performance.
At the system level, we focus on the research and development of battery management systems (BMS), thermal management systems, and structural systems to improve the overall performance and safety of battery systems.
We have independently developed BMS hardware and software, achieving precise measurement of battery state parameters such as voltage, current, and temperature, as well as accurate estimation of battery state of charge (SOC), state of health (SOH), and state of power (SOP). We have developed advanced battery safety early-warning algorithms to achieve early warning and prevention of battery safety issues.
We have independently developed a thermal management system covering multiple cooling methods such as air cooling, liquid cooling, and immersion cooling, achieving precise control of battery operating temperature and improving battery performance and safety.
We have developed a series of structural technologies including CTP (cell-to-pack), CTB (cell-to-body), and CTC (cell-to-chassis), achieving deep integration of battery cells with vehicle body or chassis, improving space utilization and vehicle performance.
At the intelligent manufacturing level, we focus on building smart factories and promoting manufacturing digitalization and intelligentization to improve production efficiency and product quality.
We have built multiple intelligent manufacturing bases domestically and internationally, introducing advanced automated production equipment and intelligent detection systems, and achieving full-process automation and intelligent management from raw materials to finished products.
We have developed a manufacturing execution system (MES) and quality management system (QMS), achieving real-time monitoring and data analysis of the production process, and continuously optimizing production processes and quality management through data-driven approaches.
Our EV batteries and ESS batteries share the same electrochemistry principles basically and are also similar in terms of system structure and manufacturing process. However, in order to adapt to the needs of different downstream application scenarios, EV batteries and ESS batteries have gradually developed different characteristics in terms of performance indicators. As of the Latest Practicable Date, the main indicators and application fields of our EV batteries and ESS batteries are as follows:
| Items | Major downstream applications | Cathode material | Energy density at cell level (Wh/kg) | Life cycle (times) | Safety standards | |---|---|---|---|---|---| | EV Batteries | PV, CV, vessels, electric two-wheelers, etc. | Ternary materials | 220–310 | 2,000–6,000 | PV and CV: in compliance with GB38031, GB38032, UN38.3, ECER100.3 and other standards; electric vessels: in compliance with the Rules for Ships Applying Battery as a Power (《船舶應用電池動力規範》), UN38.3 and other standards; electric two-wheelers: in compliance with GB/T36972, UN38.3 and other standards | | EV Batteries | PV, CV, vessels, electric two-wheelers, etc. | LFP materials | 180–200 | 4,000–10,000 | (same as above) | | ESS Batteries | ESS, industrial and commercial energy storage, residential energy storage, portable energy storage, etc. | Primarily LFP materials | 140–200 | 2,000–15,000 | ESS: in compliance with GB/T36276, UN38.3, UL9540A, UL1973, IEC62619 and other standards; industrial and commercial energy storage: in compliance with GB31241 and other standards; residential energy storage: in compliance with GB31241 and other standards; portable energy storage: in compliance with GB31241 and other standards |
During the Track Record Period, the sales volume, revenue, average sales price, and gross profit margin for our EV batteries and ESS batteries are set forth in the table below:
| Items | Sales volume (GWh) | Revenue (RMB in thousand) | Average sales price (RMB/Wh) | Gross profit margin | |---|---|---|---|---| | EV batteries | 242 | 236,593,497 | 0.98 | 14.1% | | ESS batteries | 47 | 44,980,277 | 0.96 | 14.0% |
| Items | Sales volume (GWh) | Revenue (RMB in thousand) | Average sales price (RMB/Wh) | Gross profit margin | |---|---|---|---|---| | EV batteries | 321 | 285,252,917 | 0.89 | 18.1% | | ESS batteries | 69 | 59,900,522 | 0.87 | 18.7% |
| Items | Sales volume (GWh) | Revenue (RMB in thousand) | Average sales price (RMB/Wh) | Gross profit margin | |---|---|---|---|---| | EV batteries | 381 | 253,041,337 | 0.66 | 23.9% | | ESS batteries | 93 | 57,290,460 | 0.62 | 26.8% |
Our battery material products primarily include lithium compounds, precursors, and cathode materials. We also process nickel, cobalt, manganese, lithium, and other materials from used batteries through recycling, producing materials needed for lithium-ion battery manufacturing such as precursors and lithium compounds, which are used for our own battery manufacturing or sold externally for revenue generation. In addition, we channel the collected metal materials for third-party recycling, enabling the effective circular utilization of key metal resources required for battery production. Our Company is continuously expanding recycling channels globally, utilizing advanced technologies to recycle used lithium-ion batteries and production waste, on one hand, to reduce the impact of raw material shortages or supply fluctuations on our production, on the other hand, to ensure a green and low-carbon supply chain, helping us to achieve our zero-carbon goals.
除了回收电池生产过程中产生的废料外，我们还从回收站点和合作伙伴处收集废旧电池。我们与客户合作，共同构建"电池生产—使用—梯次利用—回收及资源再生"的闭环生态体系。我们已在全球建立回收基地，并形成了广泛的大规模回收网络，从回收网点和合作伙伴处收集退役电池。截至2024年12月31日，我们的废旧电池年处理产能为27万吨，镍、钴、锰回收率高达99.6%，锂回收率高达93.8%。2024年，我们共回收约128,700吨锂离子电池及相关废料，并从中再生约17,100吨锂化合物。从废旧电池及生产废料中回收金属资源后，剩余的有价值材料可对外销售以产生收益。其他固体废物经收集分类后，委托第三方进行安全处置或综合利用。危险废物则由具备资质的处置单位进行安全处理或回收利用。
为进一步保障电池生产所需关键上游资源和材料的供应，我们通过自建、股权投资、合资等多种方式参与电池矿产资源的投资、建设和运营。我们拥有多个锂矿项目，包括江西宜春项目和四川雪路项目。我们在印度尼西亚布利拥有镍矿项目，并在湖北蒋家墩和贵州大坪拥有磷矿项目。除自行加工这些矿产外，我们还与第三方矿产冶炼企业或电池材料生产商开展合作。我们将部分矿产资源对外出售，允许合作伙伴将其进一步加工成我们所需的锂离子电池材料。在业绩记录期间，与矿产资源相关的资产账面价值占本集团总资产的比例较小。
| 产品类别 | 2022年 RMB'000 | % | 2023年 RMB'000 | % | 2024年 RMB'000 | % | |---|---|---|---|---|---|---| | 电动汽车电池 | 236,593,497 | 72.0 | 285,252,917 | 71.2 | 253,041,337 | 69.9 | | 储能电池 | 44,980,277 | 13.7 | 59,900,522 | 14.9 | 57,290,460 | 15.8 | | 电池材料及回收 | 26,031,514 | 7.9 | 33,602,284 | 8.4 | 28,699,935 | 7.9 | | 电池矿产资源 | 4,508,633 | 1.4 | 7,734,151 | 1.9 | 5,493,003 | 1.5 | | 其他 | 16,480,067 | 5.0 | 14,427,171 | 3.6 | 17,487,819 | 4.8 | | 合计 | 328,593,988 | 100.0 | 400,917,045 | 100.0 | 362,012,554 | 100.0 |
我们持续在研发和创新方面投入大量资金。2022年、2023年及2024年，我们的研发费用分别为人民币155亿元、人民币184亿元及人民币186亿元。
我们已在福建宁德、江苏溧阳、上海、香港、福建厦门及德国等地设立研发中心。此外，我们还设立了专注于前沿新能源技术的21C实验室等研究机构。这些机构为我们的持续创新提供了强有力的组织支撑。截至2024年12月31日，我们拥有逾20,000名研发人员，其中博士学位持有者逾570人，硕士学位持有者约5,100人。
基于我们对分子动力学、电化学相场方法及相图理论等研究方法论和科学理论的深入理解，并充分借助我们在锂离子电池行业积累的丰富经验和技术专长，我们建立了以第一性原理思维为基础的独特研发与创新体系。我们已建立起覆盖材料、电芯、模组、系统乃至下游应用的全方位自主研发能力，涵盖材料研发、产品研发、工艺与工程设计、测试与分析、智能制造到回收再利用的完整产品生命周期。通过运用数字化和智能化研发工具，我们已将安全、质量和成本控制纳入管理流程。我们建立了新技术的成熟度评估与管理体系，从技术要素到平台集成，再到产品开发，明确界定了各阶段的清晰要求。这一方法使我们能够主动识别和管理风险，控制风险范围并降低研发成本。与此同时，该体系为各阶段设定了明确目标，强化了过程管理，并提高了项目成功率。
我们建立了以自主研发为主、外部合作为辅的研发框架。在产品开发方面，我们对核心产品采用集成化项目制模式，由跨职能产品决策委员会统筹监督。在项目启动阶段，我们综合考量后续产品开发、生产、原材料采购及成本控制等各项因素。在整个开发过程中，我们对潜在风险和问题进行及时审查。此外，在试生产和量产等关键阶段，产品决策委员会负责评估风险并作出明智决策。
我们自主研发的智能平台包括材料高通量计算平台、智能电芯设计平台和智能工艺设计平台。此外，我们与知名高校及科研机构开展联合研究与人才培养合作，深化了我们对行业趋势和新兴技术的洞察，并为我们引入了新技术和资源。因此，我们的创新能力融合了内部与外部专业知识。我们已与近140所高校和科研机构开展合作，包括上海交通大学、厦门大学、清华大学、华中科技大学、复旦大学、中国地质大学和华南理工大学。我们共同开展科学技术研究与攻关项目，联合项目近400个。我们还设立了博士后中心，与知名高校联合培养电池原材料和智能制造领域的人才。同时，我们与多所高校建立了产学研联合创新平台，围绕电池全生命周期（包括开发、制造和回收）探索创新解决方案，共同构建可持续的产业发展生态系统。
我们积极开展知识产权对外合作。我们是世界知识产权组织WIPO GREEN倡议的成员，致力于推动绿色能源技术在全球范围内的应用。我们充分发挥技术实力和知识产权优势，促进整个产业链的发展。
截至2024年12月31日，我们在全球范围内拥有已注册专利16,145件，以及申请中专利27,209件。我们的专利及专利申请涵盖材料、电芯、模组、电池包、储能系统等多个领域。截至2024年12月31日，我们拥有700余项软件著作权及1,600余件注册商标。在海外业务的知识产权管理方面，我们制定了《全球专利指引》，并建立了海外专利组合评估模型，以保护我们的创新成果和核心产品。有关我们知识产权组合的详细信息，请参阅"附录六——法定及一般信息——2. 关于我们业务的进一步信息——B. 知识产权"。
除依赖知识产权相关法律法规外，我们还通过与员工、供应商、客户及其他各方签署保密协议和合同安排等一系列措施保护我们的知识产权。当遭遇侵权行为时，我们开展相关调查，收集适当证据，采取警告及法律诉讼等适当措施，以维护我们的合法权益。
在业绩记录期间及直至最近实际可行日期，我们未涉及任何对我们的业务、财务状况及经营业绩产生重大不利影响的知识产权侵权相关法律诉讼。另请参阅"风险因素——与我们行业及业务相关的风险——我们的成功取决于我们保护知识产权的能力。第三方的知识产权侵权及与第三方的知识产权纠纷可能对我们的业务、财务状况及经营业绩产生不利影响"。
我们在制定生产计划时综合考虑客户订单及市场状况。销售部门汇总客户订单信息，包括交货要求和期限。生产计划随后根据相应制造基地的生产能力及供应链情况加以确定。
我们充分运用智能化和数字化手段提升生产效率。通过引入机器视觉检测、数字孪生仿真、5G+和3D打印等技术，我们积极推动智能制造。这使我们构建了具备多维优势的生产体系，包括生产灵活性与效率、产品质量与一致性，以及优化的能耗水平。
我们的制造工艺主要包括电芯、模组、电池包及电池材料的制造。
从电芯、模组到电池包的完整制造周期因产品类型和订单量等因素而有所不同，而从接收客户订单到产品交付的周期一般为一至三个月。
电芯：电池电芯的制造工艺复杂，需要严格的生产条件，包括洁净度和湿度控制。下图及说明展示了我们电芯制造的主要步骤。
| 制浆（Mixing） | | 涂布（Coating） | | 冷压（Cold pressing） | | 极耳成型（Tab Forming） | | 分切（Slitting） | | 绝缘膜包覆（Insulation film wrapping） | | 连接焊接（Connection welding） | | X射线检测（X-ray test） | | 热压及绝缘测试（Hot pressing and insulation test） | | 卷绕（Winding） | | 卷芯入壳（Jellyroll loading-in can） | | 顶盖焊接（Top cap welding） | | 检漏（Leakage test） | | 真空烘烤（Vacuum baking） | | 注液（Electrolyte injection） | | 封口钉焊接（Sealing pin welding） | | 二次注液（Second electrolyte injection） | | 排气（Degassing） | | 化成（Formation） | | 静置（Standing） | | 静置（Standing） | | 开路电压及内阻测试（Open circuit voltage and resistance test） | | 自放电测试（Self discharge test） | | 分容（Grading） | | 包装及外观检验（Packing and visual inspection） |
Battery Materials and Recycling: We use battery recycling technology to produce lithium-ion battery materials. The main products are precursors, and the production process is divided into three stages: the pretreatment of waste and used batteries, the hydrometallurgical treatment process, and the precursor synthesis process. The following diagram and description illustrate the major manufacturing steps of lithium-ion battery materials.
| Solution preparation | → | Co-precipitation reaction | → | Washing and filtration | → | Drying | → | Magnetic impurities removal |
• Waste and used batteries pretreatment process: Discharge the remaining power in the waste batteries to ensure the safety of subsequent processing; neutralize hazardous substances in waste batteries through gradient high-temperature treatment; then separate the positive and negative electrode active powders, negative electrode current collectors, positive electrode current collectors, and positive electrode shells using a crushing and sorting system.
• Hydrometallurgical treatment process: Dissolve cobalt, nickel, and manganese compounds from the positive electrode active powders obtained in the pre-treatment process using acid; and remove impurity elements such as iron, calcium, magnesium, copper, and aluminum from the solution while performing necessary separation and purification of nickel, cobalt, and manganese.
• Precursor synthesis process: Based on the previous process, the production department formulates solutions according to process requirements, and produces ternary precursor products through reactions, filtration, washing, drying, and impurity separation.
我们拥有全球最大的锂离子电池产能及行业领先的全球布局。截至2024年12月31日，我们在全球共有13个主要电池制造基地，包括11个主要国内制造基地，分别位于宁德（福建）、西宁（青海）、溧阳（江苏）、宜宾（四川）、肇庆（广东）、上海、厦门（福建）、宜春（江西）、贵阳（贵州）、济宁（山东）及洛阳（河南），以及两个海外制造基地——德国图林根工厂和匈牙利德布勒森工厂。下表列示了所示期间我们生产设施的产能、产能利用率及其他相关指标。
| 指标 | 2022年 | 2023年 | 2024年 | |---|---|---|---| | 生产量（GWh） | 325 | 389 | 516 | | 产能（GWh） | 390 | 552 | 676 | | 产能利用率（%） | 83.4 | 70.5 | 76.3 |
注：目前，我们的大部分产能集中于境内，境外产能规模相对较小，仍处于量产爬坡阶段。在业绩记录期间，我们绝大部分产量来自境内制造基地。
| 制造基地位置 | 占地面积（平方米） | 产品 | 土地/房产权利 | |---|---|---|---| | 宁德（福建） | 5,319,449 | 动力电池及储能电池 | 自有 | | 西宁（青海） | 360,000 | 储能电池 | 自有 | | 溧阳（江苏） | 2,226,010 | 动力电池及储能电池 | 自有 | | 宜宾（四川） | 3,479,742 | 动力电池及储能电池 | 自有 | | 肇庆（广东） | 707,671 | 动力电池及储能电池 | 自有 | | 上海 | 307,181 | 动力电池及储能电池 | 自有、租赁 | | 厦门（福建） | 2,275,704 | 动力电池及储能电池 | 自有 | | 宜春（江西） | 1,119,005 | 动力电池及储能电池 | 自有 | | 贵阳（贵州） | 702,346 | 动力电池 | 自有 |
| 制造基地位置 | 占地面积（平方米） | 产品 | 土地/房产权利 | |---|---|---|---| | 济宁（山东） | 785,980 | 动力电池及储能电池 | 自有 | | 洛阳（河南） | 316,498 | 动力电池 | 自有 | | 图林根（德国） | 529,910 | 动力电池及储能电池 | 自有 | | 德布勒森（匈牙利） | 1,050,441 | 动力电池及储能电池 | 自有 |
注： (1) 占地面积的统计口径以截至2024年12月31日已取得的土地证为基础。由于我们位于上海的制造基地同时包含自有及租赁建筑，报告面积由自有部分的土地证面积及租赁建筑的建筑面积共同构成。
截至2024年12月31日，我们有三座工厂已获世界经济论坛认定为全球锂离子电池行业中唯一的"灯塔工厂"。同时，我们有三座工厂荣获ROI-EFESO管理咨询颁发的"工业4.0奖"，使我们成为全球锂离子电池行业中唯一获得该项殊荣的企业。
我们始终高度重视产品质量与安全，将其视为运营的核心要素。我们建立了严格的质量管理和风险控制体系，贯穿产品设计、采购、生产、销售、使用及维护的全生命周期。通过机理仿真、失效分析等数字智能化手段，我们确保产品质量与安全达到高标准、全面覆盖及端到端的管控水平。
我们已组建产品质量与安全委员会，负责制定政策、策略及目标，为公司的质量与安全工作提供顶层指引。质量部门负责质量管理体系的建立与维护，并监督其有效执行。在产品开发阶段，质量部门制定并执行产品测试与验证标准，同时负责对整个制造过程中的产品质量实施管控。我们围绕体系建设、管理及技术研发三大支柱，构建了可靠性质量组织架构，并创新了安全可靠性管理框架。通过将可靠性与安全性融入技术、管理及体系维度的质量管理之中，我们建立了以机理研究、系统安全技术、系统可靠性分析技术及模型量化技术为基础的独特安全可靠性管理体系，覆盖市场、研发、工程、供应链及运营等各个环节。
Our quality management system covers all global production bases, ensuring consistency of management standards for product quality. Upon such practice, we can ensure our products constantly meet high quality standards and safety requirements. Leveraging digital intelligence, we manage quality across the entire product life cycle. We have multiple digital systems, including Quality Competitiveness Management Platform, Quality Activity Traceability System, Supply Chain Quality Digitalization System and Reliability Data Center. These can enable us to establish a quality control network which can preemptively identify, prevent and improve product quality. The network provides real-time monitoring and alerting, ensuring robust product quality. As of the Latest Practicable Date, we have set over 7,000 quality control points at critical production stages.
As a manufacturer of EV batteries and ESS batteries, we comply with the Product Quality Law (《产品质量法》), and the production of our primary products must adhere to relevant national and industry standards, such as GB 38031-2020 Electric Vehicles Traction Battery Safety Requirements (《电动汽车用动力蓄电池安全要求》), among others. We strictly comply with the Product Quality Law (《产品质量法》) and relevant standards to ensure the compliance and safety of our products during the production, sales, and usage processes.
We have also established a comprehensive product recall management mechanism, with internal protocols to govern the recall process. From the beginning of the Track Record Period to the Latest Practicable Date, there have been no incidents of penalties by regulatory authorities for violation of applicable laws and regulations of product or service quality.
The raw materials that we purchase from our suppliers mainly include cathode, anode, separator and electrolyte. Other materials include copper and aluminum foil, structural parts and electronic parts, among others. Further, cathode includes LFP or ternary material, which involves metals such as lithium, nickel and cobalt as raw materials. Anode are primarily graphite. Cathode materials, anode materials, separators, electrolytes, and copper and aluminum foil are primarily used for cell production. After being connected in series and parallel, the cells are further assembled with structural parts, electronic parts, and other raw materials to manufacture battery modules and packs.
In 2022, 2023 and 2024, our direct material costs were RMB226.7 billion, RMB255.7 billion and RMB202.7 billion, respectively, accounting for 83.8%, 78.9% and 74.1% of cost of sales in the same period, respectively. According to the GGII Report, the four main materials of lithium-ion batteries, i.e. cathode materials, anode materials, separator and electrolyte, account for more than 60% of the direct material cost.
During the Track Record Period, our purchases from the five largest suppliers in each year accounted for 21.3%, 20.3% and 16.3% of our total purchases in the respective year; and purchases from our largest supplier in each year accounted for 5.4%, 5.3% and 6.0% of our total purchases in the respective year. During the Track Record Period, we maintained stable business relationships with our five largest suppliers in each year.
The following table sets forth the details of our five largest suppliers for each year during the Track Record Period.
| Supplier | Background | Procurement Amount (RMB million) | Percentage of Total Procurement (%) | Registered Address of Headquarters | Scale of Operations (Registered Capital) | Listing Status | Products Sold to Us | |---|---|---|---|---|---|---|---| | **For the year ended December 31, 2022** | | | | | | | | | Supplier A | A group company in high-tech battery materials industry | 18,938.6 | 5.4 | China | RMB484,223,588 | Not listed | Cathode material | | Supplier B | A lithium-ion battery cathode material supplier, specializing in the research, development, production, and sales of lithium-ion battery cathode materials | 16,212.8 | 4.6 | China | RMB757,253,070 | Listed | Cathode material | | Supplier C | A company engaged in mining, beneficiation, smelting, chemical processing and deep processing | 15,590.6 | 4.4 | China | RMB22,946,544,651 | Not listed | Cathode material, nickel, cobalt, etc. | | Supplier D | A company focusing on the production of lithium-ion battery materials, fine chemicals and specialty chemicals | 12,726.8 | 3.6 | China | RMB1,918,823,609 | Listed | Electrolyte | | Supplier E | A company dedicated to the research, development, production and sales of core materials for lithium-ion batteries | 11,199.9 | 3.2 | China | RMB279,242,297 | Listed | Cathode material | | **Total** | | **74,668.8** | **21.3** | | | | |
| Supplier | Background | Procurement Amount (RMB million) | Percentage of Total Procurement (%) | Registered Address of Headquarters | Scale of Operations (Registered Capital) | Listing Status | Products Sold to Us | |---|---|---|---|---|---|---|---| | **For the year ended December 31, 2023** | | | | | | | | | Supplier B | A lithium-ion battery cathode material supplier, specializing in the research, development, production, and sales of lithium-ion battery cathode materials | 15,844.6 | 5.3 | China | RMB757,253,070 | Listed | Cathode material | | Supplier A | A group company in high-tech battery materials industry | 14,174.7 | 4.7 | China | RMB484,223,588 | Not listed | Cathode material | | Supplier C | A company engaged in mining, beneficiation, smelting, chemical processing and deep processing | 11,044.0 | 3.7 | China | RMB22,946,544,651 | Not listed | Cathode material, nickel, cobalt, etc. | | Supplier F | A company focusing on lithium-ion battery materials, covering cobalt and nickel mining, nonferrous metallurgy and battery materials | 10,952.3 | 3.7 | China | RMB70,092,040 | Not listed | Cathode materials, nickel, cobalt, etc. | | Supplier E | A company dedicated to the research, development, production and sales of core materials for lithium-ion batteries | 8,806.1 | 2.9 | China | RMB279,242,297 | Listed | Cathode material | | **Total** | | **60,821.8** | **20.3** | | | | |
| 供应商 | 背景 | 采购金额（人民币百万元） | 占总采购额百分比（%） | 总部注册地址 | 经营规模（注册资本） | 上市状态 | 向我们销售的产品 | |---|---|---|---|---|---|---|---| | 供应商C | 从事采矿、选矿、冶炼、化工及深加工的公司 | 16,264.2 | 6.0 | 中国 | 人民币22,946,544,651元 | 未上市 | 正极材料、镍、钴等 | | 供应商B | 锂离子电池正极材料供应商，专注于锂离子电池正极材料的研发、生产和销售 | 9,058.7 | 3.3 | 中国 | 人民币757,253,070元 | 上市 | 正极材料 | | 供应商A | 高新技术电池材料行业集团公司 | 8,219.0 | 3.0 | 中国 | 人民币484,223,588元 | 未上市 | 正极材料 | | 供应商G | 从事有色金属采矿及加工的公司 | 5,781.2 | 2.1 | 中国 | 人民币4,319,848,117元 | 上市 | 镍、钴等 | | 供应商D | 专注于锂离子电池材料、精细化学品及特种化学品生产的公司 | 5,019.1 | 1.9 | 中国 | 人民币1,918,823,609元 | 上市 | 电解液 | | 合计 | | 44,342.1 | 16.3 | | | | |
据我们董事所知，在追踪记录期内各年度，我们的董事、其各自的联系人或在全球发售完成后立即持有本公司已发行股本超过5%的股东，均与我们五大供应商无任何利益关系。
我们一直致力于构建适应高效率、技术创新、持续降本及绿色低碳实践的韧性供应链。我们建立了涵盖供应商资质认定、分级管理、绩效评估及退出程序的供应商管理体系。我们引入了《供应商行为准则》，涵盖劳工、健康与安全、环境、合规管理体系及商业道德等领域的最佳实践。我们筛选了一批入围供应商，并与核心供应商建立了长期稳定的合作关系。
为降低原材料价格及供应相关风险，我们建立了监测系统，及时跟踪关键原材料的供需动态及价格变化。我们通过提前采购等方式保障材料供应、优化采购成本，并进一步通过自营矿产资源开采与原材料生产、投资合作以及签订长期采购协议等方式维护供应链的安全性与稳定性。具体而言：（i）我们向上游延伸以保障关键矿产资源，从源头确保原材料的稳定供应；（ii）我们对部分关键原材料建立了自主生产能力，通过自产与外采相结合的方式提升供应链的自主性与掌控力；（iii）我们通过向产业链内优质供应商投资或与其设立合资企业，进一步深化合作关系，保障供应链安全，并有助于稳定关键原材料的采购成本；（iv）我们还根据业务需要与部分供应商签订了长期采购协议、战略合作协议或其他长期合作协议，期限通常为三至十年，以促进更全面、更深入的合作。
• **材料。** 我们须列明所需材料的类型、规格及数量。
• **价格。** 根据所涉材料类型及供应商的不同，价格可遵循采购协议约定，或根据下单时的最新市场价格确定/调整。
• **检验与退货。** 产品应在交货后规定期限内完成检验。我们有权退回不符合约定质量标准的缺陷材料，供应商须提供包括退货和/或换货在内的补救措施。
• **信用期限与付款。** 采购订单中须载明信用期限及付款方式。我们的主要供应商通常给予我们一定的信用期限，一般为90天。
• **保密与反腐败。** 我们通常在协议中纳入保密及反腐败条款，保密义务可能在协议到期后仍继续有效。
• **续约与终止条款。** 框架采购协议通常在约定期限届满时终止，亦可在特定条件下提前终止。
• **其他。** 其他条款，如交货方式及日期等。
Customer | Background | Revenue (RMB million) | Percentage of total revenue (%) | Location of headquarters | Scale of operations (registered capital) | Listing status | Major products purchased from us
| Customer | Background | Revenue (RMB million) | Percentage of total revenue (%) | Location of headquarters | Scale of operations (registered capital) | Listing status | Major products purchased from us | |---|---|---|---|---|---|---|---| | Customer A | An automotive and clean energy company that engages in businesses related to electric vehicles, and energy storage systems | 38,069.5 | 11.6 | Overseas | N/A | Listed | EV battery, ESS battery | | Customer B | A group whose businesses span the automotive industry and its supply chain, as well as intelligent electric mobility and energy services | 26,511.7 | 8.1 | China | RMB1,030,000,000 | Not listed | EV battery | | Customer C | A company whose business primarily covers vehicles, components, mobility services, and innovative technology, etc. | 25,525.8 | 7.8 | China | RMB11,575,299,445 | Listed | EV battery | | Customer D | A multinational automotive company that engages in the design, manufacturing, and sales of automobiles | 13,882.5 | 4.2 | Overseas | N/A | Listed | EV battery | | Customer E | A multinational automobile manufacturer specializing in designing and developing electric vehicles | 12,087.2 | 3.7 | China | RMB8,257,456,609 | Listed | EV battery | | Total | | 116,076.7 | 35.3 | | | | |
| Customer | Background | Revenue (RMB million) | Percentage of total revenue (%) | Location of headquarters | Scale of operations (registered capital) | Listing status | Major products purchased from us | |---|---|---|---|---|---|---|---| | Customer A | An automotive and clean energy company that engages in businesses related to electric vehicles, and energy storage systems | 50,116.5 | 12.5 | Overseas | N/A | Listed | EV battery, ESS battery | | Customer B | A group whose businesses span the automotive industry and its supply chain, as well as intelligent electric mobility and energy services | 32,350.9 | 8.1 | China | RMB1,030,000,000 | Not listed | EV battery | | Customer C | A company whose business primarily covers vehicles, components, mobility services, and innovative technology, etc. | 26,191.2 | 6.5 | China | RMB11,575,299,445 | Listed | EV battery | | Customer D | A multinational automotive company that engages in the design, manufacturing, and sales of automobiles | 24,657.4 | 6.2 | Overseas | N/A | Listed | EV battery | | Customer F | A company that engages in the design, development, and manufacturing of new energy vehicles | 14,143.0 | 3.5 | China | N/A | Listed | EV battery | | Total | | 147,459.0 | 36.8 | | | | |
| Customer | Background | Revenue (RMB million) | Percentage of total revenue (%) | Location of headquarters | Scale of operations (registered capital) | Listing status | Major products purchased from us | |---|---|---|---|---|---|---|---| | Customer A | An automotive and clean energy company that engages in businesses related to electric vehicles, and energy storage systems | 54,173.4 | 15.0 | Overseas | N/A | Listed | EV battery, ESS battery | | Customer B | A group whose businesses span the automotive industry and its supply chain, as well as intelligent electric mobility and energy services | 27,868.9 | 7.7 | China | RMB1,030,000,000 | Not listed | EV battery | | Customer H | A company that mainly engages in the manufacturing and sales of PV, CV and engines, etc. | 22,441.1 | 6.2 | Overseas | N/A | Listed | EV battery | | Customer G | A company that engages in the design, development, and manufacturing of vehicles and motorcycles | 17,447.8 | 4.8 | Overseas | N/A | Listed | EV battery | | Customer I | A technology-driven manufacturing company, with new energy vehicles as its core business | 12,133.1 | 3.4 | China | RMB1,497,124,564 | Listed | EV battery | | Total | | 134,064.2 | 37.0 | | | | |
To the best knowledge of our Directors, none of our Directors, their respective associates or any Shareholder who owns more than 5% of the issued share capital of our Company immediately following the completion of the Global Offering had any interest in our five largest customers in each year during the Track Record Period.
Guided by our "customer-centric" approach, we are committed to continuously satisfying market demand across various sectors to strengthen our market position and expand our customer base.
We prioritize customer needs by providing customized products to them, i.e. collaborating closely with them from the early stages of product development through technical exchanges and solution alignment. After thorough testing and validation, both parties then establish supply relationships and determine the specifications on product types, models, and pricing terms, etc. After that, both parties will maintain collaboration for a period of time for the corresponding products. Our sales department is in charge of executing the contracts based on specific customer requirements and our internal processes, and delivering the corresponding products and after-sales service.
We emphasize on brand value and continuously enhance our brand management efforts. To cater to different application scenarios, we have introduced multiple brand series of products and services, including "Qilin," "Shenxing," "Freevoy," "Tianxing," "TENER," "Bedrock," and "NING Service." Additionally, we implement targeted marketing activities to better respond to customer needs, enhance brand recognition, and further elevate our corporate brand image.
We generally enter into framework sales agreements with major customers, pursuant to which customers will subsequently place specific purchase orders with us. Our framework sales agreements typically contain the following key terms:
• Specification. We usually set relevant technical parameters agreed with our customers in sales agreements or supplementary technology agreement. These parameters specify major technological characteristics of the products and services to be delivered.
• Price. We specify the unit price and/or total price of each product and service provided to the customer in the framework sales agreement. We will also negotiate with customers to determine a price adjustment mechanism based on factors such as different product types, business models, cooperation cycles, and fluctuations in raw material prices. Our price adjustment mechanism with customers is linked to the market prices of major metals or commodities such as lithium carbonate. When transacting with customers, we typically negotiate initial pricing based on the material prices at the time (benchmark price) and other factors, and agree that both parties will make adjustments for product pricing accordingly based on the change in the average market price of materials compared to the benchmark price during a certain period before delivery, as well as the actual purchase volume.
• Payment and delivery. We assess applicable payment terms based on our customers' credit status and historical performance. We generally grant a credit period within 60 days to our major customers. In addition, we have a systematic credit control mechanism that enables us to proactively identify and mitigate risks related to accounts receivable during contract fulfillment. We assume the costs and risks associated with contract performance in accordance with the applicable laws governing the relevant transactions and the trade terms agreed upon with our customers. Furthermore, depending on the product type and business model, we specify corresponding order delivery mechanisms or delivery cycles in our framework sales agreements.
• Term and termination. The term of the agreement generally ranges from one to several years and may vary on a case-by-case basis. The renewal of framework agreements is dependent on the outcomes of our negotiations with different customers.
We price our products based on various factors, including costs of the materials, production costs, order volumes, delivery requirements, warranty services, market conditions, payment methods and specifications of products required by customers. We closely monitor fluctuations in prices of main materials and related raw materials, and actively work to reduce procurement and production costs, and reassess product pricing levels when necessary. Our framework sales agreements or supplementary agreements include price adjustment mechanisms, providing us flexibility to adjust product pricing when supply-demand dynamics or commercial conditions change.
We have consistently put great emphasis on after-sales service, delivering comprehensive, quality, and timely services to both customers and end-users through our global service station network. As of December 31, 2024, we had set up over 770 after-sales service stations across 64 countries and regions, including 169 overseas service stations. In addition, we are committed to standardizing after-sales service quality and enhancing service sustainability in the battery industry. We launched our own "NING Service" after-sales brand, through which we offer support services, including but not limited to battery maintenance, testing, recycling and reuse, insurance, and training.
We have established comprehensive response mechanisms, as well as product return and replacement procedures. We offer warranty services for the lithium-ion batteries we sell. Generally, we accept return of any product if it has any quality defect and is still within the warranty period stipulated in the sales contract or production specifications. The warranty period of the EV batteries for PV and CV we sell is primarily determined based on their service life or driving mileage, generally ranging from 5 to 10 years or 160,000 to 1,000,000 kilometers. The warranty period of the ESS batteries we sell is determined through negotiations
与客户签订的合同，并因项目而异，通常期限为3至20年。2022年、2023年及2024年，我们实际发生的质保费用分别为人民币14亿元、5亿元及12亿元，占各年计提质保金的比例相对较低。于业绩记录期间及直至最新可行日期，我们未收到任何重大客户投诉或产品退货，亦未发生任何因产品缺陷导致的重大产品退货或订单取消情况。
我们在客户服务及管理方面的努力持续获得外部认可。我们荣获中国商业联合会及全国商品售后服务符合性认证评价委员会联合颁发的五星级（标准级）、七星级（优秀级）及十二星级（目前为中国行业最高评级）认证。
2022年、2023年及2024年，我们各年度前五大供应商在业绩记录期间亦为我们的客户。由于我们向上述供应商采购电池生产所需的直接材料，包括正极材料、负极材料、隔膜及电解液等，同时亦向其销售部分上游材料，包括碳酸锂、氢氧化锂、前驱体等，因此彼等既是我们的供应商，亦是我们的客户。为确保直接材料的供应，我们将上述部分上游材料出售给若干直接材料供应商，由其加工成正极材料等直接材料后再销售给我们。相关交易均按市场价格进行。
除供应商A及供应商C外，业绩记录期间各年度其他前五大供应商所产生的收入均占我们当年总收入的1.0%以下。2022年、2023年及2024年，来自供应商A的收入分别占我们总收入的2.0%、1.6%及1.3%；来自供应商C的收入分别占我们总收入的1.4%、0.7%及2.0%。有关业绩记录期间我们向上述供应商的采购金额及占总采购金额的各自百分比之详情，请参阅"——原材料及供应商——我们的供应商"。
于业绩记录期间，各年度前五大客户中，客户B、客户C及客户G亦为我们的供应商。由于彼等向我们采购电动汽车电池和/或储能电池，而我们向彼等采购少量废旧电池，因此彼等既是我们的客户，亦是我们的供应商。于业绩记录期间，我们向上述各客户的采购金额对我们的业务而言均不重大，占各年度总采购金额的比例低于0.1%。有关业绩记录期间我们来自上述客户的收入及占总收入的各自百分比之详情，请参阅"——营销、销售及客户——我们的客户"。
We established comprehensive systems and procedures for warehousing, logistics, and inventory management, to standardize the entire process from receipt of materials, stock-in of inventory, return of manufacturing materials, to finished product delivery. Meanwhile, we regularly review and update relevant procedures, which are published through our internal systems. We also provide staff training to ensure strict procedural compliance, including inspection, handling and reporting of anomalies to maintain standardized operations.
For inventory management, we track our inventory's storage locations, which helps improve warehousing efficiency and achieve full traceability of materials. Each step from receipt of material to finished product delivery undergoes rigorous verification. Regular cycle counts and annual inventory stock-taking are conducted to maintain accuracy and transparency in inventory management, ensuring stable operation of our warehousing and logistics system. Additionally, we perform periodic analysis of slow-moving inventory and timely develop management plans. We have also engaged competent logistics providers to ensure safe, timely, and reliable product delivery.
We own and lease certain properties primarily to be used as production facilities, warehouses and offices. As of December 31, 2024, we did not have any assets with a carrying amount that equaled or exceeded 15% of our consolidated total assets as of that same date.
As of December 31, 2024, we had rights to use 117 parcels of land in mainland China and overseas, with a GFA of over 10,000 square meters each, and approximately 35.60 million square meters in aggregate. As of the Latest Practicable Date, our rights to use such construction land were lawful and valid, and there were no disputes or potential disputes over the ownership over such land.
As of December 31, 2024, our Company and the Major Subsidiaries owned 91 properties in mainland China, with an area of over 10,000 square meters each, and approximately 7.98 million square meters in aggregate. Among them, 87 properties have obtained property ownership certificates and four properties have completed the completion acceptance process and are awaiting the issuance of property ownership certificates. The properties are primarily used for production, warehousing, R&D and office purposes. As confirmed by our PRC Legal Advisors, our Company and the Major Subsidiaries legally and validly own the aforementioned properties, with no existing or potential ownership disputes. As of December 31, 2024, our Company and the Major Subsidiaries owned one property overseas with an area of over 10,000 square meters each, which have a total area of approximately 0.13 million square meters. The above-mentioned properties are legal and valid, and there are no disputes or potential disputes over the ownership.
截至2024年12月31日，本公司及主要附属公司在中国内地共有17处与业务运营相关、建筑面积超过10,000平方米的租赁物业，合计建筑面积约47万平方米，主要用于仓储目的。截至2024年12月31日，本公司及主要附属公司在境外拥有两处与业务运营相关、建筑面积超过10,000平方米的租赁物业，合计建筑面积约12万平方米。
截至2024年12月31日，本公司及主要附属公司在中国内地存在部分物业租赁未办理登记备案的情况，承租方面临被主管部门责令在一定期限内改正，并在逾期未改正的情况下被处以每份租赁合同最高人民币10,000元罚款的风险。根据本公司中国法律顾问的确认，截至2024年12月31日，本公司及主要附属公司未收到相关部门就上述租赁登记备案问题发出的责令整改通知，亦未因此受到任何相关部门的处罚。同时，根据《中华人民共和国民法典》及其他相关法规，租赁合同未办理登记备案不影响该等租赁合同的法律效力，上述物业租赁合同未办理登记备案不会对本公司的生产经营造成任何重大不利影响。
截至2024年12月31日，本公司不存在任何单一自有或租赁物业的损失会对本公司生产经营造成重大不利影响的情形。
于记录期间及直至最后实际可行日期，本公司在所有重大方面均遵守了与本公司业务运营相关的适用法律法规。然而，本公司可能不时成为在日常业务过程中产生的各类法律、仲裁或行政程序的当事方。详情请参阅"风险因素——与本公司运营相关的风险——针对本公司的任何诉讼、法律及合同纠纷、索赔或行政程序均可能耗费大量费用和时间进行抗辩或和解，并可能对本公司的声誉造成不利影响。"于记录期间及截至最后实际可行日期，本公司或本公司任何董事均不存在任何未决或据本公司所知受到威胁的诉讼、仲裁或行政程序，可能对本公司财务状况或经营业绩造成重大不利影响。
本公司注意到，美国国防部（"国防部"）于2025年1月7日将本公司列入"中国军事企业"名单。本公司于同日发表公开回应。本公司从未从事任何与军事相关的业务或活动，因此国防部的上述认定有误。该认定并不限制本公司与少数美国政府机构以外的实体开展业务，预计将——
对我们的业务没有实质性不利影响。我们正积极与美国国防部沟通，以解决上述错误认定问题。我们无法保证此类努力能够成功，或相关政府机构不会采取进一步行动。我们可能面临此类行动，这可能对我们的业务及经营业绩产生重大不利影响。另请参阅"风险因素——与我们运营相关的风险——影响国际贸易和投资等方面的政策和法规可能对我们的业务和经营业绩产生不利影响"。
全球锂离子电池行业集中度相对较高。根据高工产研（GGII）报告，以2024年电动汽车电池使用量计算，前五大及前十大电动汽车电池企业分别占全球市场的74.7%和89.4%。以出货量计算，2024年前五大及前十大储能电池制造商分别占全球市场的73%和96%。全球电动汽车电池市场前十大企业与储能系统电池市场前十大企业之间存在显著重叠。
我们持续投资于前沿技术，优化产品组合，探索创新应用，推动零碳生态系统发展，从而在不断演变的市场中持续强化我们的竞争优势。
我们高度重视信息安全管理，并在运营中借鉴国际最佳实践。通过建立符合监管标准、确保全面覆盖的高标准数据安全管理体系，我们为信息安全奠定了坚实基础，使国内外客户均从中受益。我们严格遵守《中华人民共和国网络安全法》（《中華人民共和國網絡安全法》）、《中华人民共和国数据安全法》（《中華人民共和國數據安全法》）、《中华人民共和国个人信息保护法》（《中華人民共和國個人信息保護法》）、欧盟《通用数据保护条例》（GDPR）以及其他国家或地区的法律法规开展业务。我们还设立了安全保密委员会（SSC），下设安全保密办公室（SSO）。安全保密办公室在外部咨询、测试和审计机构的支持下，在我们所有部门和生产基地开展具体工作。我们已获得由德国汽车工业协会（VDA）和欧洲网络交换协会（ENX）联合颁发的可信信息安全评估交换（TISAX）最高级别认证。
在日常对外运营过程中，我们可能需要收集和处理个人用户、访客及合作伙伴的个人信息，涉及个人信息收集与使用、委托第三方处理等多种场景。我们严格遵守适用法律法规，包括《中华人民共和国个人信息保护法》（《中華人民共和國個人信息保護法》）、《中华人民共和国数据安全法》（《中華人民共和國數據安全法》）、
《中华人民共和国网络安全法》（《中華人民共和國網絡安全法》）、欧盟GDPR及其他适用法律法规，并不断强化数据合规管理实践。我们将数据与隐私合规工作纳入合规管理框架，具体包括：主动跟踪法律法规的最新动态及解释、建立制度体系、开展合规风险评估、执行合规审查以及提供培训。
下表列示了我们所获得的部分奖项及取得的若干成就。
| 奖项名称 | 颁奖机构 | 年份 | |---|---|---| | 国家科学技术进步奖二等奖 | 中华人民共和国国务院 | 2024、2024* | | 中国ESG 50强 | 福布斯中国 | 2024 | | 工业4.0奖 | ROI-EFESO管理咨询公司 | 2024 | | 财富全球500强 | 财富 | 2023、2024 | | 中国"50家最具创新力企业" | 福布斯中国 | 2023 | | 全球灯塔工厂 | 世界经济论坛 | 2021、2022、2023 | | 全球百大最具影响力企业 | 时代周刊 | 2022、2023 | | 全球500强——全球最具价值及最强品牌 | Brand Finance | 2023 | | "中国ESG典范"企业 | 中国媒体集团 | 2023 | | TECHNOBEST 2024奖 | AUTOBEST | 2023 | | 最佳发明 | 时代周刊 | 2022 |
注： * 2024年，本集团及其子公司荣获两项2023年度国家科学技术进步奖二等奖。
BUSINESS ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) ESG Management Framework Our Corporate Sustainability Management Committee ("CSMC") is headed by the Board Secretary and comprises relevant senior management members and department heads as its members. Under the supervision of the CSMC, we also established the Council of Corporate Sustainability Management Committee ("CCSMC"), consisting of key members from various business departments. The CCSMC is tasked with developing the overarching blueprint and executing sustainability management initiatives.
In 2023, we became a member of the United Nations Global Compact (UNGC), and committed to supporting its ten principles across four key areas encompassing human rights, labor, environment, and anti-corruption. By taking actions to fulfill commitments and better advance the progress of sustainable development goals, we continue to improve information transparency, and communicate the values and principles of sustainable development to a wider array of stakeholders.
Material ESG Topics Material ESG topics serve as key focal points for the management of our sustainable development. Following stakeholder engagement principles, we regularly conduct importance assessments by consulting both internal and external stakeholders to determine our material topic matrix. In 2024, the key material topics reviewed and confirmed by the CCSMC included R&D innovation, talent cultivation and development, product quality and safety, climate change response, circular economy. To systematically promote the improvement and enhancement of these material topics, our Company has established an ESG management indicator system based on three levels: "dimension – topic – indicator." All indicators are assigned to the relevant responsible departments, with ESG management specialists designated within each department to coordinate and drive the improvement and enhancement of related ESG indicators.
Environment Climate change We have positioned climate change and carbon emissions as core strategic priorities in our sustainable development agenda, and have established a climate governance framework based on our sustainability management system. In 2023, we officially announced our targets to achieve carbon neutrality in our core operations by 2025 and across the value chain by 2035. To deliver on these goals, we launched six major initiatives: Zero-Carbon Design, Zero-Carbon Factory, Zero-Carbon Supply, Zero-Carbon Manufacturing, Zero-Carbon Power, and Circular Ecosystem. Driven by continuous innovation, we will continue developing low-carbon
BUSINESS products and technologies, systematically advancing process optimization and energy efficiency initiatives, vigorously expanding renewable energy projects, and strategically deploying battery recycling – all to comprehensively advance carbon neutrality across our operations and value chain.
Furthermore, in accordance with relevant requirements, we regularly carry out greenhouse gas emissions accounting at our operational battery production facilities, and perform independent verification of greenhouse gas emissions, strengthening the foundation of our carbon emissions data. Meanwhile, all of our Zero-carbon factories have all obtained PAS 2060:2014 carbon neutrality certification from SGS, a certification institution.
| Item | Unit | 2022 | 2023 | 2024 | |---|---|---|---|---| | Total Scope I GHG emissions(2) | tCO2e | 610,885.46 | 765,338.97 | 930,440.28 | | Total Scope II GHG emissions(2) | tCO2e | 2,631,947.26 | 1,477,835.08 | 1,423,359.12 | | Total GHG emissions | tCO2e | 3,242,832.72 | 2,243,174.05 | 2,353,799.40 |
Notes: (1) The total GHG emissions from the battery manufacturing bases includes GHG emissions from Scope I and Scope II. The calculation of GHG emissions from Scope I and Scope II was made by referring to ISO 14064-1:2018 and the General Guideline of the Greenhouse Gas Emissions Accounting and Reporting for Industrial Enterprise (《工業企業溫室氣體排放核算和報告通則》) (GB/T32150-2015);
(2) Scope I covers emissions from fossil energy consumption during operations, production process emissions and fugitive emissions of the battery sector; Scope II calculates emissions of purchased electricity consumed and steam in battery production.
| Item | Unit | For the year ended December 31, 2024 | |---|---|---| | Total Scope I GHG emissions(2) | tCO2e | 2,401,702.32 | | Total Scope II GHG emissions | tCO2e | 3,550,150.78 | | Total Scope III GHG emissions(3) | tCO2e | 112,350,996.78 | | Total GHG emissions | tCO2e | 118,302,849.88 |
Notes: (1) In 2024, we started to measure scope of GHG emissions at the Group level, in which the scope of data statistics was expanded from battery manufacturing bases to all companies with substantial environmental impacts within the Group, to which companies in the battery materials and recycling and battery mineral resources sectors were added.
(2) Emission factors for coal and LPG were derived from the 2006 IPCC Guidelines for National Greenhouse Gas Inventories, and emission factors for acetylene were calculated using the mass balance method. GHG emissions from other energy types were calculated with reference to the battery manufacturing bases.
(3) We selected some of the Scope III categories for accounting and disclosure based on our materiality assessment criteria and taking into account our industry characteristics, business relationships, data availability and disclosure costs.
We actively advance our energy management through various measures, including enhancing energy efficiency and implementing renewable energy solutions. In 2024, we implemented 310 energy conservation measures company-wide, resulting in annual savings of 255 million kWh per year in electricity consumption, 7.5 million cubic meters per year in natural gas consumption, and 375,500 tons per year in steam consumption. These energy savings are equivalent to avoiding approximately 264,600 tons of CO2 equivalent emissions. In 2024, the proportion of our zero-carbon power usage in core operating segments reached 74.51%, an increase of about 9% compared to 2023.
During the Track Record Period, we strictly adhered to the relevant provisions of the Environmental Impact Assessment Law of the PRC (《中華人民共和國環境影響評價法》), the Regulations on the Administration Construction Project Environmental Protection (《建設項目環境保護管理條例》) and the Interim Measures for Environmental Protection Acceptance of Completed Construction Projects (《建設項目竣工環境保護驗收暫行辦法》) to complete the environmental impact assessment work for construction projects. All projects that have been put into production or operation have completed the environmental protection acceptance procedures.
We have established internal management systems covering the entire Group to address the discharge and disposal of wastewater, waste gas, and solid waste (including hazardous waste) generated during production and operations, ensuring compliance with relevant laws and regulations on pollution discharge. In addition, we have developed a self-monitoring program for pollutants such as wastewater and waste gas, which has been implemented as required. The monitoring results have met all relevant requirements.
Our wastewater discharges mainly consist of industrial wastewater and domestic sewage, which are treated to meet discharge standards through on-site wastewater treatment facilities and municipal wastewater plants. Our air emissions are treated through air pollution control facilities to meet emission standards before discharge. For general industrial solid waste and
hazardous waste, we engage qualified disposal agencies for harmless disposal or comprehensive utilization, or after classification and collection, commission downstream suppliers for harmless disposal or comprehensive utilization.
In 2024, the total generation of general industrial solid waste for our Company was 10.0 million tons, with a disposal quantity of 9.2 million tons and a total of 0.9 million tons of general industrial solid being recycled and reused. The total generation of hazardous waste was 17.1 thousand tons, with a disposal quantity of 15.7 thousand tons and a total of 1.5 thousand tons of hazardous waste being recycled and reused. The pollutants in wastewater included chemical oxygen demand (COD) of 95.2 tons, ammonia nitrogen (NH3-N) of 15.5 tons; and the pollutants in waste gas included nitrogen oxides (NOx) of 2,841.7 tons, sulfur dioxide (SO2) of 12,067.1 tons, and volatile organic compounds (VOCs) of 1,094.3 tons.
| Item | Unit | For the year ended December 31, 2022 | For the year ended December 31, 2023 | For the year ended December 31, 2024 | |---|---|---|---|---| | Total water intake (1) | M3 | 20,407,511.94 | 25,479,086.86 | 3,579,322,963.72 | | Disposal of general industrial solid waste (2) | tons | 90,648 | 81,523 | 9,180,825 | | Disposal of hazardous waste (2) | tons | 11,297 | 12,311 | 15,659 |
(1) The main reason for the increase in the data of total water intake in 2024 is that the statistical scope of the data is further expanded compared with that in 2022 and 2023. The scope of statistics has been expanded from battery manufacturing bases to all companies within the Group that have substantial environmental impacts. The scope of statistics mainly includes new companies in the battery materials and recycling and battery mineral resources sectors.
(2) The main reason for the increase in waste management data in 2024 is that the statistical scope of data has been further expanded compared with 2022 and 2023. The statistical scope has been expanded from battery manufacturing bases, wholly-owned subsidiaries in the field of battery materials, and key environmental supervision units to all companies with substantial environmental impacts in the Group's consolidated financial statements. The expanded statistical scope mainly includes companies in the battery materials and recycling, and battery mineral resources sectors.
We continue to reinforce our sustainable supply chain management capabilities by integrating sustainability into our supply chain management system. This involves actively implementing environmental and social responsibility risk management for suppliers, promoting carbon emission reduction throughout the supply chain, and supporting the sustainable development transition of the industry. We incorporate ESG-related metrics, including but not limited to low-carbon and social responsibility indicators, into supplier
我们在绩效评估中纳入可持续发展指标作为额外评分因素。我们每年颁发可持续发展奖项，以表彰在可持续发展管理方面表现卓越的供应商。对于表现不佳的供应商，我们发出不合规整改计划并监督其纠正行动。此外，我们利用数字化技术建立了具备内外部追溯能力的供应链合规溯源系统，可对产品制造及供应链管理的每一环节进行全面追溯和记录，以确保符合相关法规和标准。
我们CREDIT价值链的可持续发展透明度审计涵盖碳足迹、回收利用、能源、尽职调查、创新与透明度，涉及六大模块，即可持续发展治理体系、商业道德、环境保护、劳工实践、可持续采购及关键矿产管理。此类审计根据审计结果生成供应商可持续发展风险评级，并为供应商改进提出建议。
我们致力于遵守所有适用的监管要求，预防和减少可能危害员工健康的隐患和风险，确保员工及周边社区的健康与安全。严格遵守《中华人民共和国劳动法》、《中华人民共和国职业病防治法》及运营所在海外地区的适用法律法规，我们持续加强员工职业健康保护，系统梳理职业健康管理体系文件。同时，参照国际劳工组织公约等适用国际标准，我们在招聘与解雇、薪酬与晋升、工作时间与休假等领域建立了管理规范，以保障员工的合法权益。
我们定期为员工开展职业健康与安全意识信息宣传活动，内容涵盖设备安全、安全规程、施工安全及事故案例分析。同时，通过主题海报、健康知识培训及竞赛活动，持续提升员工安全意识。
我们严格遵守适用法律法规，致力于依法合规用工。我们所有全职员工均年满18周岁，并与我们签订了劳动合同。随着国际业务持续扩展，我们积极推动人力资源管理体系的全球整合，并实施专项海外人力资源管理举措，以确保符合不同国家和地区的当地法律、法规及文化惯例。
我们为全体员工提供具有竞争力的福利待遇，包括但不限于社会保险、带薪休假、节假日福利及文体活动。我们积极丰富员工文化生活，高度重视员工身心健康，时刻关注困难员工的需求，致力于营造和谐充实的工作环境。
我们秉持平等、多元、创新及零容忍歧视的文化理念，营造诚实包容、透明互信的工作氛围。
我们始终坚持企业发展与社会责任并重的原则，积极参与社区发展、教育援助、应急救灾、环境保护及文化体育等各类社会公益领域。通过设立专项慈善基金及捐赠，我们尽心履行企业公民义务，共同创造社会价值。
我们致力于在员工中培育积极参与公益事业的文化氛围，鼓励员工以实际行动回应社会挑战。我们的"宁德时代志愿服务队"自2017年起持续推动慈善及志愿活动。我们还与运营所在地的非营利组织开展合作，通过捐赠满足当地社区需求，协助应对社会挑战。
我们坚定遵守合规要求，致力于打造"合规、廉洁、诚信"的工作环境。我们在董事会下设行为准则委员会（"COC"），全面负责各业务单元及子公司的廉洁建设工作。COC负责制定公司廉洁建设政策，建立以反腐败和商业道德为核心的完善规章制度，调查违反公司行为准则的员工，并直接向董事会汇报。我们通过廉洁体系建设、舞弊风险评估、廉洁文化教育及廉洁监督机制，全面提升反贿赂管理能力。
BUSINESS LICENSES, PERMITS AND APPROVALS We are subject to regular inspections, reviews and audits and are required to maintain or renew the permits, licenses and certifications necessary for our operations. During the Track Record Period and up to the Latest Practicable Date, we had obtained all necessary licenses, approvals, and permits from the competent government departments and regulatory authorities that are material for our business operations in the jurisdictions where we operate. The following table sets forth our key licenses and permits. As of the Latest Practicable Date, the following licenses and permits are all valid:
| Holder | Name of license, approval, permit | |---|---| | CATL | Radiation Safety License, Pollutant Discharge Permit, Registration Receipt of Pollution Discharge from Stationary Pollution Sources | | CATL-JS | Radiation Safety License, Pollutant Discharge Permit | | UABC | Radiation Safety License, Pollutant Discharge Permit | | CATL-SC | Radiation Safety License, Pollutant Discharge Permit | | CATL-FD | Radiation Safety License, Pollutant Discharge Permit | | CATL-RQ | Radiation Safety License, Pollutant Discharge Permit | | CATL-RT | Radiation Safety License, Registration Receipt of Pollution Discharge from Stationary Pollution Sources | | Hunan Brunp | Hazardous Chemicals Operation License, Hazardous Waste Operation License, National Production License for Industrial Products, Hazardous Chemicals Registration Certificate, Pollutant Discharge Permit | | Ningbo Brunp | Hazardous Chemicals Registration Certificate, Hazardous Chemicals Operation License |
INSURANCE We maintain insurance policies in accordance with relevant laws and regulations and based on our assessment of the needs of our operations and industry practices. In accordance with the requirements of relevant laws and regulations, we take out social insurances for our employees working in China, including pension insurance, unemployment insurance, work- related injury insurance, maternity insurance and medical insurance. Our current insurances also cover, among others, property insurance, product liability insurance, environmental pollution liability insurance, cargo transportation insurance, and D&O liability insurance. We believe that our current insurance coverage is adequate to meet the needs of our operations and consistent with industry practices in China. For more information, please refer to "Risk Factors — Our insurance coverage is limited and may not cover all losses, which may increase our operating costs."
BUSINESS EMPLOYEES As of December 31, 2024, we had a total of 131,988 employees, most of whom were based in China. The following table sets forth the number of our employees by function as of the same date.
| Function | Number of employees | % of the total employees | |---|---|---| | Production | 96,725 | 73.3 | | Technology | 20,346 | 15.4 | | Administration | 11,419 | 8.7 | | Sales | 2,806 | 2.1 | | Finance | 692 | 0.5 | | Total | 131,988 | 100.0% |
We recruit employees primarily through referrals, headhunters, online job portals and campus job fairs. We offer new employee orientation training and regular on-the-job training to our employees. We and employees enter into individual employment contracts covering matters including salary, bonuses, employee benefits, confidentiality obligations, non-compete clauses, work product and intellectual property transfer clauses and reasons for contract termination. The remuneration packages of our employees include salary and bonuses, which are usually determined based on their seniority, performance appraisal and term of service. We also provide share incentives and promotion opportunities to motivate our employees.
Sharing success with employees and empowering them to grow is one of the core elements of our corporate culture. We always strive to provide employees with comprehensive social benefits, a safe working environment and diverse career development opportunities. Meanwhile, we strictly abide by the laws, regulations and standards on workplace safety in relevant countries and regions, and are committed to creating a safe and healthy working environment for employees, and ensuring the safety and physical and mental health of employees by implementing a highly efficient management system.
During the Track Record Period and up to the Latest Practicable Date, we had not experienced any labor disputes or strikes that could have a material and adverse effect on our business, financial condition or results of operations.
BUSINESS RISK MANAGEMENT AND INTERNAL CONTROL We have adopted and implemented comprehensive risk management policies, covering risks that may arise in R&D, procurement management, production management, sales management and new project construction. Meanwhile, we are dedicated to overseeing and assessing the effectiveness of risk management and internal control systems to ensure that these systems are corrected and effectively controlled during business development in a timely manner.
In order to monitor the continuous implementation of post-listing risk management policies and corporate governance measures, we have taken or will continue to take risk management measures as follows:
Our Board is responsible for monitoring our internal control system, assessing its effectiveness and maintaining suitable and effective risk tolerance levels.
| 关联人士 | 关联关系 | |---|---| | 福建时代星云科技能源有限公司（"CNTE"） | 于最后实际可行日期，CNTE由我们的主要股东黄仕林先生间接控制逾30%。因此，CNTE为黄仕林先生的联系人，并将于上市后成为本公司的关联人士。 | | 苏州时代同兰科技有限公司（"Synland"） | 于最后实际可行日期，Synland为本公司的非全资附属公司，由本集团持有约90%，并由我们的执行董事李平先生间接控制10%。因此，Synland为本公司的关联附属公司，并将于上市后成为本公司的关联人士。 | | 宁波时代邦普力神有限公司（"CBL"） | 于最后实际可行日期，CBL为本公司的非全资附属公司，由本集团持有约75.43%，并由我们的主要股东厦门瑞庭控制约12.57%。因此，CBL为本公司的关联附属公司，并将于上市后成为本公司的关联人士。 |
| 交易性质 | 交易对手方 | 定价基准 | 适用上市规则 | |---|---|---|---| | 采购储能相关产品的委托加工服务 | CNTE | 经公平磋商后参考提供该等服务的成本厘定。 | 14A.76(1) | | 销售储能系统电池相关产品及配件 | CNTE | 经公平磋商后参考市场价格厘定。 | 14A.76(1) | | 采购域控制器相关产品及委托加工服务 | Synland | 经公平磋商后参考市场价格及/或提供该等服务的成本厘定。 | 14A.76(1) | | 提供行政、人力资源及技术咨询服务 | CBL及其附属公司 | 经公平磋商后参考提供该等服务的成本厘定。 | 14A.76(1) |
由于上述各项交易均按一般商业条款进行，且根据上市规则第14A章计算的最高适用百分比预期低于0.1%，上述各项交易将全部豁免上市规则第14A章项下的申报、年度审阅、公告、通函及独立股东批准规定。
| 交易性质 | 交易对手方 | 适用上市规则 | 所寻求豁免 | 截至2025年12月31日止年度的拟定年度上限 | |---|---|---|---|---| | 销售电池相关产品及配件 | Synland | 14A.76(2)(a) | 公告规定 | 人民币4.8亿元 |
时代星联（Synland）是本公司的非全资附属公司，主要从事商用车电动底盘的研发、生产及销售。本集团熟悉时代星联对相关产品及配件的业务需求、质量标准及运营要求。向时代星联供货有助于促进其产品的生产与销售，从而扩大本集团的销售规模并推动收入增长。
本集团就向时代星联供应的电池相关产品及配件所收取的费用，须由各方在公平原则基础上经商业谈判厘定，主要参考本集团向市场上其他独立第三方供应同类产品的价格，并综合考虑产品类型、交易量及生产成本等因素（包括但不限于上述因素）。
截至2022年、2023年及2024年12月31日止年度，本集团向时代星联供应电池相关产品及配件的历史交易金额分别约为人民币599万元、人民币1,483万元及人民币3,667万元。
就截至2025年12月31日止年度而言，时代星联就购买本集团电池相关产品及配件而须向本集团支付的交易金额拟议年度上限预计不超过人民币4.8亿元。
于往绩记录期间，时代星联采购的电池相关产品及配件主要用于其新产品的研发及测试。经过数年的研发准备，时代星联的若干新产品将于2025年开始商业化。例如，2025年3月，时代星联发布"坤驰商用车底盘解决方案"，并与多家汽车整车厂达成战略发展合作。因此，本集团与时代星联之间的历史交易记录不被视为厘定2025年关联交易拟议年度上限的有意义参考依据。拟议年度上限改为参考以下因素（包括但不限于）厘定：
（ii） 其他因素，包括但不限于本集团电池相关产品及配件的预计单价，该等单价反映包括原材料成本、人工费用及当前市场趋势在内的相关成本及开支。
由于根据《上市规则》第14A章计算所得的最高适用百分比率，就截至2025年12月31日止年度预计将超过0.1%但低于5%，向时代星联出售产品的交易将于上市后构成本公司的部分豁免持续关联交易，须遵守《上市规则》第14A章项下的申报、年度审阅及公告规定，但获豁免遵守《上市规则》第14A章项下须经独立股东批准的规定。
由于向时代星联出售产品的交易预计将定期持续进行，且已于本招股说明书中充分披露，本公司董事认为，遵守《上市规则》第14A.35条项下的公告规定将构成过重负担，尤其将为本公司带来不必要的行政成本。
因此，本公司已向联交所申请，联交所已批准豁免本公司严格遵守《上市规则》第14A章项下有关向时代星联出售产品交易的公告规定，但条件是该等持续关联交易于截至2025年12月31日止年度的合计交易金额不得超过上述拟议年度上限。
本公司董事（包括独立非执行董事）认为，上述向时代星联出售产品的交易已经并将继续在正常商业条款的基础上于本公司日常及一般业务过程中订立，其条款及拟议年度上限公平合理，且符合本公司及其股东整体利益。
联席保荐人已（i）审阅本公司就上述向时代星联出售产品交易所提供的相关文件及资料；及（ii）与本公司管理层进行尽职审查及讨论。
基于上述情况，联席保荐人认为，上述向时代星联出售产品的交易（就此寻求豁免）已在正常商业条款或更优惠条款的基础上于日常及一般业务过程中订立，其条款及拟议年度上限公平合理，且符合本公司及其股东整体利益。
So far as our Directors are aware, immediately following completion of the Global Offering and assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no other changes are made to the issued share capital of our Company from the Latest Practicable Date to the Listing, the following persons will have interests or short positions (if applicable) in the Shares or underlying Shares, which would be required to be disclosed to our Company and the Stock Exchange pursuant to the provisions in Divisions 2 and 3 of Part XV of the SFO, or be interested, directly or indirectly, in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at Shareholders' general meetings of our Company:
| Shareholders | Nature of interests | Description of Shares | Number of Shares interested in under the SFO | Approximate % of the A Shares of our Company | Approximate % of the issued Shares of our Company | Approximate % of the issued Shares of our Company as of the Latest Practicable Date | |---|---|---|---|---|---|---| | | | | Immediately after the Global Offering(1) | | | | | Mr. Zeng Yuqun(2) | Interest in controlled corporation | A Shares | 1,024,704,949 | 23.27% | 23.27% | 22.66% | | Xiamen Ruiting(2) | Beneficial owner | A Shares | 1,024,704,949 | 23.27% | 23.27% | 22.66% | | Ruihua Investment(2) | Interest in controlled corporation | A Shares | 1,024,704,949 | 23.27% | 23.27% | 22.66% | | Mr. Huang Shilin(3) | Beneficial owner; Interest in controlled corporation | A Shares | 469,621,309 | 10.66% | 10.66% | 10.39% | | Ningbo United Innovation of New Energy Investment Management Partnership (Limited Partnership) ("Ningbo United Innovation")(4) | Beneficial owner | A Shares | 284,220,608 | 6.45% | 6.45% | 6.29% |
(1) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing.
(2) As of the Latest Practicable Date, Xiamen Ruiting was owned as to 55% by Mr. Zeng Yuqun and 45% by Ruihua Investment, which was in turn wholly owned by Mr. Zeng Yuqun. Therefore, each of Mr. Zeng Yuqun and Ruihua Investment is deemed to be interested in the Shares held by Xiamen Ruiting under the SFO.
(3) As of the Latest Practicable Date, Mr. Huang Shilin (i) directly held 466,021,310 A Shares of our Company; and (ii) indirectly interested in a total of 3,599,999 A Shares of our Company through Tongyi Jingyun No. 5 Private Securities Investment Fund, Tong Yi Chunxiao No. 3 Private Securities Investment Fund, Tong Yi Chunxiao No. 5 Private Securities Investment Fund, Tongyi Xiangyang No. 7 Private Securities Investment Fund, Tongyi Xiangyang No. 8 Private Securities Investment Fund and Tongyi Xiangyang No. 9 Private Securities Investment Fund where he acted as the single investor. Mr. Huang Shilin is deemed to be interested in the Shares held by Tongyi Jingyun No. 5 Private Securities Investment Fund, Tong Yi Chunxiao No. 3 Private Securities Investment Fund, Tong Yi Chunxiao No. 5 Private Securities Investment Fund, Tong Yi Xiangyang No. 7 Private Securities Investment Fund, Tongyi Xiangyang No. 8 Private Securities Investment Fund and Tongyi Xiangyang No. 9 Private Securities Investment Fund under the SFO.
(4) As of the Latest Practicable Date, (i) Mr. Pei Zhenhua contributed approximately 84.11% of the capital as a limited partner in Ningbo United Innovation, and Zhejiang University United Innovation Investment Management Partnership (Limited Partnership) (浙江浙大聯合創新投資管理合夥企業(有限合夥)) ("ZJU United Innovation") contributed approximately 0.12% as a general partner; (ii) Ningbo Meishan Free Trade Zone Port Area Shengshi Venture Capital Partnership (Limited Partnership) (寧波梅山保稅港區晟視創業投資合夥企業(有限合夥)) ("Ningbo Shengshi") contributed 40% of the capital as a limited partner in ZJU United Innovation, and Hangzhou Yilu Investment Management Partnership (Limited Partnership) (杭州一爐投資管理合夥企業(有限合夥)) ("Hangzhou Yilu") contributed 20% as a general partner. None of the other limited partners held one third of the partnership interest in ZJU United Innovation; (iii) Mr. Lin Guang contributed approximately 60.07% of the capital as a general partner in Ningbo Shengshi. None of the limited partners held over one third of the partnership interest in Ningbo Shengshi; (iv) Ningbo Shengshi contributed approximately 99.01% of the capital as a limited partner in Hangzhou Yilu, and Hangzhou Agan Investment Management Co., Ltd. (杭州阿甘投資管理有限公司) ("Hangzhou Agan") contributed approximately 0.50% as a general partner; and (v) Hangzhou Agan was held as to approximately 59.59% by Mr. Lin Guang. None of the other shareholders held over one third of the equity interest in Hangzhou Agan. Therefore, each of Mr. Pei Zhenhua, ZJU United Innovation, Ningbo Shengshi, Hangzhou Yilu, Mr. Lin Guang, Hangzhou Agan was deemed to be interested in the Shares held by Ningbo United Innovation under the SFO, and therefore a substantial shareholder of our Company under the SFO.
For further information on any other person who will be, immediately following completion of the Global Offering, directly or indirectly, interested in 10% or more of the issued voting shares of our Major Subsidiaries, see "Appendix VI — Statutory and General Information — 3. Further Information about Directors, Supervisors, Chief Executive and Substantial Shareholders of Our Company — D. Interests of Substantial Shareholders in Shares of Our Company and/or Our Major Subsidiaries — (ii) Interests in Our Major Subsidiaries" to this prospectus.
Our Board comprises nine Directors, including six executive Directors and three independent non-executive Directors. Pursuant to the Articles of Association, our Directors are elected and appointed by the Shareholders for a term of three years and are eligible for re-election upon expiry of their terms of office. According to the relevant PRC laws and regulations, an independent non-executive Director shall not serve for more than six consecutive years.
The following table sets forth the key information about our Directors as of the Latest Practicable Date.
| Name | Age | Positions | Roles and responsibilities | Time of first joining our Group | Time of first appointment as a Director | |---|---|---|---|---|---| | Mr. Zeng Yuqun (曾毓群) | 57 | Chairman of the Board, executive Director and general manager | Overall strategic planning and development of our Group | December 2011 | December 2011 | | Mr. Pan Jian (潘健) | 49 | Co-chairman of the Board and executive Director | Management and business development of our Group | November 2014 | November 2014 | | Mr. Li Ping (李平) | 57 | Vice chairman of the Board and executive Director | Management and business development of our Group | October 2014 | November 2014 | | Mr. Zhou Jia (周佳) | 47 | Vice chairman of the Board and executive Director | Management and business development of our Group | December 2015 | December 2015 | | Dr. Ouyang Chuying (歐陽楚英) | 48 | Executive Director | Management of R&D system of our Group | September 2019 | August 2023 | | Mr. Zhao Fenggang (趙豐剛) | 59 | Executive Director | Management of R&D and engineering manufacturing systems of our Group | December 2015 | December 2024 |
| Name | Age | Positions | Roles and responsibilities | Time of first joining our Group | Time of first appointment as a Director | |---|---|---|---|---|---| | Dr. Wu Yuhui (吳育輝) | 46 | Independent non-executive Director | Supervising and providing independent opinion and judgment to the Board | August 2023 | August 2023 | | Mr. Lin Xiaoxiong (林小雄) | 63 | Independent non-executive Director | Supervising and providing independent opinion and judgment to the Board | August 2023 | August 2023 | | Dr. Zhao Bei (趙蓓) | 67 | Independent non-executive Director | Supervising and providing independent opinion and judgment to the Board | August 2023 | August 2023 |
Mr. Zeng Yuqun (曾毓群), aged 57, is our chairman of the Board, executive Director and general manager. Mr. Zeng is primarily responsible for the overall strategic planning and development of our Group.
Mr. Zeng founded our Group in December 2011 and served as our Director since our inception until May 2013, as our chairman of the Board since June 2017 and as our general manager since August 2022. He currently holds directorships in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Zeng served as (i) the president, chief executive officer and director of Amperex Technology Limited (新能源科技有限公司); (ii) the chairman of Ningde Amperex Technology Co., Ltd. (寧德新能源科技有限公司); (iii) the chairman and general manager of Dongguan Amperex Technology Co., Ltd. (東莞新能源科技有限公司) and Dongguan Amperex Electronic Technology Co., Ltd. (東莞新能源電子科技有限公司); (iv) the executive director of Dongguan NVT Technology Limited (東莞新能德科技有限公司); and (v) the vice president and senior vice president of TDK Corporation, a comprehensive electronic components manufacturer listed on the Tokyo Stock Exchange (stock code: 6762).
Mr. Zeng obtained a bachelor's degree from Shanghai Jiao Tong University (上海交通大學) in July 1989.
Mr. Pan Jian (潘健), aged 49, is our co-chairman of the Board and executive Director. Mr. Pan is primarily responsible for management and business development of our Group.
Mr. Pan joined our Group and served as our Director since November 2014. From June 2017 to January 2025, he has served successively as our vice chairman of the Board and Director, and was appointed as our co-chairman of the Board in January 2025.
Prior to joining our Group, Mr. Pan served as (i) a consulting advisor of A.T. Kearney Inc.; (ii) a consulting advisor of Bain & Company; (iii) vice president of the investment fund of MBK Partners; and (iv) the managing director of CDH Investments Management (Hong Kong) Limited.
Mr. Pan was (i) a non-executive director of Luye Pharma Group Ltd. (綠葉製藥集團有限公司), a company listed on the Stock Exchange (stock code: 2186); and (ii) a director of Shanghai M&G Stationery Inc. (上海晨光文具股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 603899), from 2011 to May 2017 and has been an independent director since April 2023.
Mr. Pan obtained an MBA degree from University of Chicago in March 2005.
Mr. Li Ping (李平), aged 57, is our vice chairman of the Board and executive Director. Mr. Li is primarily responsible for management and business development of our Group.
Mr. Li joined our Group in October 2014 and served as our chairman of the Board from November 2014 to June 2017. He has been serving as our vice chairman of the Board since June 2017. He currently holds directorships in a number of subsidiaries of our Group. Mr. Li has been (i) an executive director of Shanghai Shida Investment Management Co., Ltd. (上海適達投資管理有限公司) since January 2014, and (ii) the chairman of Shanghai Pangu Dynamic Technology Co., Ltd. (上海盤轂動力科技股份有限公司) since May 2019.
Mr. Li obtained a bachelor's degree from Fudan University (復旦大學) in July 1989 and an EMBA degree from China Europe International Business School (中歐國際工商學院) in September 2005.
Mr. Zhou Jia (周佳), aged 47, is our vice chairman of the Board and executive Director. Mr. Zhou is primarily responsible for management and business development of our Group. Mr. Zhou joined our Group in December 2015 and successively served as our Director, executive vice general manager, chief financial officer and general manager. He has been serving as our vice chairman of the Board since August 2022. He currently holds directorships in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Zhou served as (i) a strategic consulting advisor of Bain & Company, (ii) an investment manager of U.S. Capital Group, (iii) an executive director of CDH Jiaye (Tianjin) Equity Investment Fund Partnership (Limited Partnership) (鼎暉嘉業(天津)股權投資基金合夥企業(有限合夥)), and (iv) the chief financial officer, senior human resources director and director of president office of Ningde Amperex Technology Co., Ltd. successively.
Mr. Zhou obtained an MBA degree from University of Chicago in June 2007.
Dr. Ouyang Chuying (歐陽楚英), aged 48, is our executive Director. Dr. Ouyang is primarily responsible for management of R&D system of our Group.
Dr. Ouyang joined our Group in September 2019 and currently serves as our co-president of R&D system and executive vice director of innovation laboratory. He has been serving as our Director since August 2023. He currently holds directorships and managerial positions in a number of subsidiaries of our Group.
Prior to joining our Group, since the 1990s, Dr. Ouyang has been engaged in scientific research in the field of physics. He had been a professor of Jiangxi Normal University (江西師範大學) since November 2009 and was its chief professor from 2012 to 2015. From January 2010 to December 2010, Dr. Ouyang was a visiting scholar at Korea Institute of Science and Technology.
Dr. Ouyang obtained a Ph.D. from the Institute of Physics, Chinese Academy of Sciences in July 2005. From August 2005 to August 2008, he was conducting post-doctoral research at Swiss Federal Institute of Technology of Lausanne.
Mr. Zhao Fenggang (趙豐剛), aged 59, is our executive Director. Mr. Zhao is primarily responsible for management of R&D and engineering manufacturing systems of our Group.
Mr. Zhao joined our Group in December 2015 and served as our vice president of engineering until December 2019, and currently serves as our co-president of R&D system and engineering manufacturing system. He has been serving as our Director since December 2024. He currently holds directorship in a subsidiary of our Group.
Prior to joining our Group, Mr. Zhao served as (i) a senior engineer of Sinopec Nanjing Chemical Industry Co., Ltd. (中國石化集團南京化學工業公司) from 1990 to 1998; (ii) a senior engineer of Dongguan Xinke Magnetic Power Plant (東莞新科磁電廠) from 1998 to 2000; (iii) the director of R&D of Dongguan Amperex Technology Co., Ltd. from 2000 to 2012; and (iv) the senior engineering director of Ningde Amperex Technology Co., Ltd. from 2012 to 2015.
Mr. Zhao obtained a master's degree in chemical physics from University of Science and Technology of China (中國科學技術大學) in September 1990.
Dr. Wu Yuhui (吳育輝), aged 46, is our independent non-executive Director. Dr. Wu is primarily responsible for supervising and providing independent opinion and judgment to the Board.
Dr. Wu has been teaching at the School of Management of Xiamen University (廈門大學) since September 2010, and is now the vice dean, the head of the department of finance, a professor and a Ph.D. supervisor.
Dr. Wu has been holding or held independent directorships in multiple listed companies, including (i) an independent non-executive director of Fuyao Glass Industry Group Co., Ltd. (福耀玻璃工業集團股份有限公司), a company listed on both the Shanghai Stock Exchange (stock code: 600660) and the Stock Exchange (stock code: 3606), from October 2013 to October 2019; (ii) an independent director of Holitech Technology Co., Ltd. (合力泰科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002217), from April 2014 to December 2018; (iii) an independent director of YOOZOO Interactive Co., Ltd. (游族網絡股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002174), from October 2014 to February 2018; (iv) an independent director of Shenzhen Sunlord Electronics Co., Ltd. (深圳順絡電子股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002138), from October 2014 to December 2020; (v) an independent director of Shenzhen BGI Genomics Co., Ltd. (深圳華大基因股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300676), from June 2017 to June 2023; (vi) an independent director of Fujian Septwolves Industry Co., Ltd. (福建七匹狼實業股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002029), from May 2020 to July 2022; (vii) an independent director of Qingdao Zhenghe Industrial Co., Ltd. (青島徵和工業股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 003033), since November 2019; and (viii) an independent director of Xiamen C&D Corporation Limited (廈門建發股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600153), since May 2022.
Dr. Wu obtained a Ph.D. in business administration (finance) from Xiamen University in September 2010. He is also a non-practicing member of Chinese Institute of Certified Public Accountants.
Mr. Lin Xiaoxiong (林小雄), aged 63, is our independent non-executive Director. Mr. Lin is primarily responsible for supervising and providing independent opinion and judgment to the Board.
Mr. Lin has been serving as the chairman of Fujian Yacht Industry Development Association (福建省遊艇產業發展協會) since 2016 and the honorary chairman of Fujianese Business Research Association of Fujian Province (福建省閩商研究會). Prior to these roles, Mr. Lin served as (i) the division chief and assistant to the director of Xiamen Economic Development Commission (廈門市經濟發展委員會); (ii) the chairman and general manager of Xiamen King Long Motor Group Co., Ltd. (廈門金龍汽車集團股份有限公司) (formerly known as Xiamen Automobile Co., Ltd. (廈門汽車股份有限公司)), a company listed on the Shanghai Stock Exchange (stock code: 600686); (iii) the general manager of Xiamen State-owned Assets Investment Corporation (廈門國有資產投資公司); and (iv) the chairman of Xiamen Road & Bridge Construction Group Co., Ltd. (廈門路橋建設集團有限公司).
Mr. Lin obtained a bachelor of engineering in architecture materials from Nanjing Institute of Technology (南京工學院) (currently known as Southeast University (東南大學)) in July 1982 and an MBA degree from La Trobe University in September 2011. Mr. Lin also holds the qualification as senior engineer.
Dr. Zhao Bei (趙蓓), aged 67, is our independent non-executive Director. Dr. Zhao is primarily responsible for supervising and providing independent opinion and judgment to the Board.
Dr. Zhao has been a professor and a Ph.D. supervisor at the School of Management of Xiamen University since 2005. Dr. Zhao previously (i) taught at Acadia University, Algoma University and Mount Allison University from 1989 to 1990, from 1990 to 1994 and from 1994 to 1996, respectively; and (ii) served as a personal financial manager at Royal Bank of Canada from 1995 to 1996.
Dr. Zhao has been holding or held independent directorships in multiple listed companies, including (i) an independent director of Fujian Septwolves Industry Co., Ltd. from April 2017 to July 2022; (ii) an independent director of Huaxia Eye Hospital Group Co., Ltd. (華廈眼科醫院集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 301267), from December 2016 to December 2022; (iii) an independent director of Xiamen King Long Motor Group Co., Ltd. since September 2020; and (iv) an independent director of Anjoy Food Group Co., Ltd. (安井食品集團股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 603345), since May 2023.
Dr. Zhao obtained a bachelor's degree in economics from Xiamen University in July 1982, an MBA degree from Dalhousie University in February 1986, and a Ph.D. from the University of Hong Kong in December 2003.
Our Board of Supervisors consists of three Supervisors including one employee representative Supervisor. Our Supervisors serve a term of three years and may be re-elected for successive re-appointment. The following table sets forth the key information about our Supervisors as of the Latest Practicable Date.
| Name | Age | Roles and responsibilities | Positions | Time of first joining our Group | Time of first appointment as a Supervisor | |---|---|---|---|---|---| | Mr. Wu Yingming (吳映明) | 58 | Supervising the performance of duties by Directors and senior management | Chairman of the Board of Supervisors | December 2015 | December 2015 | | Ms. Feng Chunyan (馮春艷) | 50 | Supervising the performance of duties by Directors and senior management | Supervisor | January 2016 | December 2016 | | Dr. Liu Na (柳娜) | 45 | Supervising the performance of duties by Directors and senior management | Supervisor (employee representative Supervisor) | January 2016 | December 2021 |
Mr. Wu Yingming (吳映明), aged 58, is the chairman of our Board of Supervisors. He was appointed as a Supervisor in December 2015 and is primarily responsible for supervising the performance of duties by Directors and senior management.
Mr. Wu joined our Group in December 2015 and served as our procurement and information technology director until May 2017. Mr. Wu currently serves as our regional management head. He currently holds directorships and managerial positions in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Wu served as (i) the procurement and information technology director of Dongguan Amperex Technology Co., Ltd. from 2006 to 2012; and (ii) the procurement director of Ningde Amperex Technology Co., Ltd. from 2012 to 2015.
Mr. Wu obtained a bachelor's degree in computer software from Northeastern University of Technology (東北工學院) (currently known as Northeastern University (東北大學)) in July 1989.
Ms. Feng Chunyan (馮春艷), aged 50, was appointed as a Supervisor in December 2016 and is primarily responsible for supervising the performance of duties by Directors and senior management.
Ms. Feng joined our Group in January 2016 and served as our senior manager of president office until December 2016, and as our head of general management department from January 2017 to September 2020. Currently, Ms. Feng serves as our co-president of supply chain and operation system. Ms. Feng also holds directorships and managerial positions in a number of subsidiaries of our Group.
Prior to joining our Group, Ms. Feng served as (i) a process engineer of Dongguan Chengda Products Factory (東莞承達製品廠) from 1997 to 2002; (ii) a department manager of Dongguan Xinke Magnetic Power Plant (東莞新科磁電廠) from 2002 to 2011; and (iii) a senior manager of Ningde Amperex Technology Co., Ltd. from 2011 to 2015.
Ms. Feng obtained a bachelor's degree from Jiamusi University (佳木斯大學) in June 1997.
Dr. Liu Na (柳娜), aged 45, was appointed as a Supervisor in December 2021 and is primarily responsible for supervising the performance of duties by Directors and senior management.
Dr. Liu joined our Group in January 2016 and previously held the position as our senior chief engineer. Currently, Dr. Liu serves as our vice president of the research institute.
Prior to joining our Group, Dr. Liu served as (i) the chief engineer of Dongguan Amperex Technology Co., Ltd.; and (ii) the senior chief engineer of Ningde Amperex Technology Co., Ltd.
Dr. Liu obtained a Ph.D. from the Institute of Physics, Chinese Academy of Sciences in July 2006.
Our senior management is responsible for the day-to-day management of our business. The following table sets forth the key information about our senior management as of the Latest Practicable Date.
| Name | Age | Positions | Roles and responsibilities | Time of first joining our Group | Time of first appointment as a senior management | |---|---|---|---|---|---| | Mr. Zeng Yuqun (曾毓群) | 57 | Chairman of the Board, executive Director and general manager | Overall strategic planning and development of our Group | December 2011 | August 2022 | | Mr. Tan Libin (譚立斌) | 56 | Vice general manager | Sales operations of our Group | December 2015 | December 2015 | | Mr. Jiang Li (蔣理) | 45 | Vice general manager and Board secretary | Board related matters, capital market matters and corporate governance of our Group | June 2017 | June 2017 | | Mr. Zheng Shu (鄭舒) | 45 | Chief financial officer | Overall financial matters of our Group | April 2016 | June 2017 |
Mr. Zeng Yuqun (曾毓群), aged 57, is our general manager. For his biography, see "— Board of Directors — Executive Directors."
Mr. Tan Libin (譚立斌), aged 56, is our vice general manager. Mr. Tan is primarily responsible for sales operations of our Group.
Mr. Tan joined our Group in December 2015 and served as our Director until May 2017. Currently, he serves as our vice general manager, chief customer officer and co-president of marketing system.
Prior to joining our Group, Mr. Tan served as (i) a department manager of Dongguan Xinke Magnetic Power Plant from 1991 to 1998; (ii) the NPI manager of Dell (China) Computer Co., Ltd. (戴爾(中國)計算機公司) from 1999 to 2001; (iii) the sales manager of Dongguan Amperex Electronic Technology Co., Ltd. from 2001 to 2004; (iv) the sales director of Dongguan Amperex Technology Co., Ltd. from 2004 to 2013; and (v) the vice president of sales of Ningde Amperex Technology Co., Ltd. from 2013 to 2015.
Mr. Tan obtained a bachelor's degree in mechanical design and manufacture from Zhejiang University (浙江大學) in July 1991.
Mr. Jiang Li (蔣理), aged 45, is our vice general manager and Board secretary. Joining our Group in June 2017, Mr. Jiang is primarily responsible for Board related matters, capital market matters and corporate governance of our Group. He currently holds directorships and managerial positions in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Jiang served as (i) an associate of investment banking department of China Galaxy Securities Co., Ltd. (中國銀河證券股份有限公司), a company listed on both the Shanghai Stock Exchange (stock code: 601881) and the Stock Exchange (stock code: 6881), from 2004 to 2007; (ii) the associate director, director and executive director of investment banking department of UBS Securities Co., Ltd. (瑞銀證券有限責任公司) successively from 2008 to 2015; and (iii) the office manager of the board of directors of CDB Securities Company Limited (國開證券有限責任公司) from 2015 to 2017.
Mr. Jiang obtained a master's degree in finance from Peking University (北京大學) in June 2004.
Mr. Zheng Shu (鄭舒), aged 45, is our chief financial officer. Mr. Zheng is primarily responsible for overall financial matters of our Group.
Mr. Zheng joined our Group in April 2016 and served as our head of financial department. He has been serving as our chief financial officer since June 2017. He currently holds directorships and managerial positions in a number of subsidiaries of our Group.
Prior to joining our Group, Mr. Zheng served as (i) the vice manager of financial department at Fujian branch of China Tietong Telecommunications Corporation (中國鐵通集團有限公司) from 2002 to 2006; (ii) the budget manager of overseas regions of Huawei Technologies Co., Ltd. (華為技術有限公司) and financial manager of its subsidiary from 2006 to 2009; (iii) the general manager of financial department of Oneding Silicon Steel Group Company Limited (萬鼎硅鋼集團有限公司) from 2009 to 2013; and (iv) the chief financial officer of Changyou.com Limited (搜狐暢遊), a company listed on the NASDAQ (stock code: CYOU) from 2013 to 2016.
Mr. Zheng obtained dual bachelor's degrees in accounting and in computer science and technology from Fuzhou University (福州大學) in July 2002. Mr. Zheng is also a Chartered Institute of Management Accountant (CIMA) and a Chartered Global Management Accountant (CGMA).
Save as disclosed above, to the best knowledge, information and belief of the Directors having made all reasonable inquiries, there are no material matters relating to their appointment as a Director or Supervisor that need to be brought to the attention of our Shareholders and there is no other information in relation to his or her appointment which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules as of the Latest Practicable Date.
Save as disclosed above, none of our Directors, Supervisors and senior management held any directorships in any other company listed in Hong Kong or overseas during the three years immediately preceding the date of this prospectus.
None of our Directors, Supervisors and senior management is related to other Directors, Supervisors and senior management.
Mr. Jiang Li (蔣理) will be one of our joint company secretaries with effect from the Listing Date. For details of his biography, see "— Senior Management."
Ms. Jian Xuegen (簡雪艮) will be one of our joint company secretaries with effect from the Listing Date.
Ms. Jian is an assistant vice president of SWCS Corporate Services Group (Hong Kong) Limited. Ms. Jian obtained her bachelor's degree of accounting from the South China University of Technology (華南理工大學) in July 2008. She is a member of the Hong Kong Institute of Certified Public Accountants. She is also a member of the Chinese Institute of Certified Public Accountants.
Our Company has established four committees under the Board in accordance with the relevant laws and regulations in mainland China, the Articles of Association and the Corporate Governance Code under the Listing Rules, including the Strategy Committee, the Audit Committee, the Nomination Committee and the Remuneration and Appraisal Committee.
We have established the Strategy Committee in compliance with the Articles of Association. The primary duties of the Strategy Committee are to review our Company's long-term development strategies and major investment decisions, and to make recommendations to our Board. The Strategy Committee comprises six executive Directors, namely Mr. Zeng Yuqun, Mr. Pan Jian, Mr. Li Ping, Mr. Zhou Jia, Dr. Ouyang Chuying and Mr. Zhao Fenggang. Mr. Zeng Yuqun is the chairperson of the Strategy Committee.
We have established the Audit Committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The primary duties of the Audit Committee are to review our Company's financial information and its disclosure, supervise and evaluate internal and external audit work and internal control, and to provide our Board with professional advice. The Audit Committee comprises three independent non-executive Directors, namely, Dr. Wu Yuhui, Mr. Lin Xiaoxiong and Dr. Zhao Bei. Dr. Wu Yuhui is the chairperson of the Audit Committee. He holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules.
We have established the Nomination Committee in compliance with the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The primary duties of the Nomination Committee are to assess the candidates and review selection criteria and procedures for Directors and senior management, and to make recommendations to the Board. The Nomination Committee comprises one executive Director and two independent non-executive Directors, namely, Mr. Lin Xiaoxiong, Dr. Wu Yuhui and Mr. Zeng Yuqun. Mr. Lin Xiaoxiong is the chairperson of the Nomination Committee.
We have established the Remuneration and Appraisal Committee in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The primary duties of the Remuneration and Appraisal Committee are to formulate the appraisal standards for Directors and senior management, conduct appraisal, and formulate and review the remuneration policies and proposals for Directors and senior management. The Remuneration and Appraisal Committee comprises one executive Director and two independent non-executive Directors, namely, Dr. Zhao Bei, Mr. Lin Xiaoxiong and Mr. Li Ping. Dr. Zhao Bei is the chairperson of the Remuneration and Appraisal Committee.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 公司治理守则 我们认识到将良好企业管治元素纳入我们的管理架构及内部控制程序以实现有效问责的重要性。本公司拟于上市后遵守《上市规则》附录C1所载《企业管治守则》第2部分的所有守则条文，惟《企业管治守则》第2部分守则条文C.2.1除外，该条文规定董事会主席与行政总裁的职责须由不同人士出任。
本公司董事会主席及总经理职务目前均由曾毓群先生担任。鉴于曾毓群先生自本公司成立以来对本集团作出的重大贡献及其丰富经验，我们认为由曾毓群先生同时担任董事会主席及总经理将为本集团提供强而有力且一贯的领导，并有助于高效执行本集团的业务策略。我们认为曾毓群先生于上市后继续同时担任董事会主席及总经理对本集团的业务发展及前景而言是适当且有益的，因此目前不建议将董事会主席及总经理的职能分开行使。尽管此举将构成对《企业管治守则》第2部分守则条文C.2.1的偏离，但董事会认为此架构不会损害董事会与本公司管理层之间的权力及权威的制衡，原因如下：(a) 董事会内设有足够的制衡机制，因为董事会作出的任何决定须获至少大多数董事批准，且董事会设有三名独立非执行董事，符合《上市规则》的相关规定；(b) 曾毓群先生及其他董事知悉并承诺履行其作为董事的受信责任，该等责任要求其（除其他事项外）为本公司的利益及最佳利益行事，并据此为本集团作出决策；及(c) 董事会的运作确保权力及权威的制衡，董事会由经验丰富、素质优秀的人士组成，定期召开会议讨论影响本公司运营的事宜。此外，本集团的整体战略及其他主要业务、财务及运营政策均经董事会及高级管理层层面充分讨论后共同制定。董事会将继续审视本集团公司治理架构的有效性，以评估是否有必要将董事会主席及总经理的职责分开行使。
香港管理层驻场规定 根据《上市规则》第8.12条及第19A.15条，我们须在香港设有足够的管理层驻场。这通常意味着我们至少须有两名执行董事在香港惯常居住。由于本集团的主要业务营运在香港以外地区进行，本公司目前在香港并无足够的管理层驻场，且在可预见的未来亦不会有。我们已申请豁免遵守《上市规则》第8.12条及第19A.15条的规定，联交所已批准该豁免申请。详情请参阅「豁免及豁除——香港管理层驻场」。
Our Company has adopted a board diversity policy which sets out the approach to achieve diversity of the Board. We recognize and embrace the benefits of having a diverse Board and see increasing diversity at the Board level as an essential element in supporting the attainment of our Company's strategic objectives and sustainable development. Pursuant to the board diversity policy, in reviewing and assessing suitable candidates to serve as a director of our Company, the Nomination Committee will consider a number of factors, including but not limited to talent, skills, gender, age, cultural and educational background, ethnicity, professional experience, independence, knowledge and length of service. In particular, our Company currently has one female Director in the Board and will continue to work towards enhancing the gender diversity of the Board. Our Directors have a balanced mix of knowledge and skills, and we have three independent non-executive Directors, with different industry backgrounds. Taking into account our existing business model and specific needs as well as the different background of our Directors, the composition of our Board satisfies our Board diversity policy. Pursuant to the board diversity policy, after the Listing, the Nomination Committee will discuss periodically and when necessary, agree on the measurable objectives for achieving diversity, including gender diversity, on the Board and recommend them to the Board for formal adoption.
The Directors, Supervisors and senior management who receive remuneration from our Company are paid in forms of fees, salaries, allowances, discretionary bonuses, benefits in kind, retirement scheme contributions and share-based compensation. When reviewing and determining the specific remuneration packages for our Directors, Supervisors and senior management, the Shareholders' meetings and the Board of Directors take into account factors such as salaries paid by comparable companies, time commitment, level of responsibilities, employment elsewhere in our Group and desirability of performance-based remuneration. As required by the relevant PRC laws and regulations, our Company also participates in various defined contribution plans organized by relevant provincial and municipal government authorities and welfare schemes for employees of our Company, including medical insurance, injury insurance, unemployment insurance, pension insurance, maternity insurance and housing provident fund.
For the three years ended December 31, 2024, the total amount of remuneration paid to our Directors and Supervisors were RMB21.9 million, RMB34.8 million and RMB25.0 million, respectively.
For the three years ended December 31, 2024, the total emoluments paid to the five highest paid individuals (excluding two, one and one Director(s)) by us amounted to RMB15.8 million, RMB49.7 million and RMB78.6 million, respectively.
During the Track Record Period, no remuneration was paid by our Company to, or receivable by, our Directors, Supervisors or the five highest paid individuals as an inducement to join or upon joining our Company or as compensation for loss of office in connection with the management positions of our Company or any of our subsidiaries.
During the Track Record Period, none of our Directors or Supervisors waived any remuneration. Save as disclosed above, during the Track Record Period, no other amounts shall be paid or payable by us or any of our subsidiaries to our Directors, Supervisors or the five highest paid individuals.
For more details on remuneration paid to our Directors, Supervisors and senior management and, on an aggregate basis, the five highest paid individuals of our Group during the Track Record Period, see Notes 9 and 10 to the Accountants' Report as set out in Appendix I to this prospectus; and for details regarding the Share Incentives granted to our Directors and senior management, see "Appendix VI — Statutory and General Information — 4. Share Incentive Plans" to this prospectus.
Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules on January 20, 2025, and (ii) understands his or her obligations as a director of a listed issuer under the Listing Rules.
Each of the independent non-executive Directors has confirmed (i) his or her independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he or she had no past or present financial or other interest in the business of our Company or its 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 or her independence at the time of his or her appointments.
Each of our Directors (excluding our independent non-executive Directors) confirms that as of the Latest Practicable Date, he or she did not have any interest in a business which competes or is likely to compete, directly or indirectly, with our business and requires disclosure under Rule 8.10 of the Listing Rules.
We have appointed China Securities (International) Corporate Finance Company Limited as our 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 in certain circumstances including:
(ii) 当正在筹划可能构成须予披露交易或关连交易的交易时，包括股份发行、库存股份的出售或转让及股份回购；以及 (iii) 当本公司拟以有别于本招股说明书所述方式使用全球发售所得款项时，或当本集团的业务活动、发展或业绩与本招股说明书中任何预测、估计或其他资料有所偏差时；以及当联交所根据《上市规则》第13.10条就本公司上市证券价格或成交量的异常波动或任何其他事项向本公司作出查询时。
合规顾问的委任期限自上市日期起计，并持续至以下两者中较长者届满之日：(i) 本公司遵守《上市规则》第13.46条有关紧接上市日期后首个完整财政年度财务业绩的规定之日，或 (ii) 获委任的独立非执行董事（须通常居住于香港）的委任获确认及批准之日。
(ii) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues, sales or transfers of treasury shares and share repurchases; and (iii) 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, development or results of our Group deviate from any forecast, estimate or other information in this prospectus; and where the Stock Exchange makes an inquiry to our Company regarding unusual movements in the price or trading volume of its listed securities or any other matters in accordance with Rule 13.10 of the Listing Rules.
The term of appointment of our Compliance Advisor shall commence on the Listing Date and continue until the longer of (i) the date on which our Company complies with the requirements under Rule 13.46 of the Listing Rules in respect of our financial results for the first full financial year immediately following the Listing Date, or (ii) the appointment of an independent non-executive Director who will be ordinarily resident in Hong Kong has been confirmed and approved.
以下讨论及分析应与「附录一 — 会计师报告」所载之综合财务报表及随附注释一并阅读。本集团综合财务报表乃按照国际财务报告准则编制。 以下讨论及分析载有涉及风险及不确定性的前瞻性陈述。该等陈述乃基于本集团根据自身经验及对历史趋势、当前状况及预期未来发展的判断，以及本集团认为在相关情况下适当的其他因素所作出的假设及分析。然而，实际结果可能与前瞻性陈述中的预测存在重大差异。可能导致未来结果与前瞻性陈述中预测存在重大差异的因素包括但不限于本招股说明书「风险因素」、「前瞻性陈述」及其他章节所讨论的因素。
我们是一家全球领先的创新型新能源科技公司，主要从事电动车电池及储能电池的研发、生产及销售。我们推动移动及固定化石能源向可持续替代能源转型，并通过电气化和智能化技术的进步，为新应用场景创建一体化创新解决方案。截至2024年12月31日，我们已在全球建立六大研发中心及13个电池生产基地，服务网络遍布64个国家和地区。我们拥有全球最广泛的客户及终端用户覆盖。截至2024年12月31日，我们的电动车电池已装配于逾1,700万辆车辆，约占全球每三辆电动车中的一辆，我们的储能电池已应用于全球逾1,700个项目。
凭借我们在锂离子电池行业积累的数十年丰富经验，我们已发展出具有自主知识产权的全链条高效研发能力，形成了全面且先进的产品及解决方案矩阵。相关产品及解决方案可应用于乘用车、商用车、表前储能系统、表后储能系统，以及工程机械、船舶、航空器等新兴应用领域。我们的产品有效满足全球客户不断演变的多元化需求。
我们的收入由2022年的人民币3,286亿元增长22.0%至2023年的人民币4,009亿元。我们的收入由2023年的人民币4,009亿元下降9.7%至2024年的人民币3,620亿元。我们的利润由2022年的人民币335亿元增长41.5%至2023年的人民币473亿元，并进一步增长16.8%至2024年的人民币553亿元。
我们的经营业绩受多项因素影响，包括但不限于以下因素。
低碳交通生态系统的拓展推动了新能源汽车渗透率的持续提升。根据高工产研（GGII）报告，全球新能源汽车销量由2020年的320万辆增长至2024年的1,750万辆，复合年增长率为52.9%。受各终端市场新能源汽车销量增长驱动，全球电动车电池出货量由2020年的182 GWh增长至2024年的974 GWh，复合年增长率为52.0%。全球新能源汽车市场的持续增长为我们经营业绩的提升奠定了坚实基础。
随着清洁能源转型在全球加速推进，风能、太阳能等可再生能源正经历快速增长。根据高工产研（GGII）报告，全球风电及光伏累计装机容量由2020年的1,505 GW增长至2024年的3,555 GW，复合年增长率为24.0%。可再生能源的发展推动了全球储能电池出货量的增长，出货量由2020年的27 GWh增长至2024年的300 GWh，复合年增长率为82.5%。储能市场的强劲增长已推动并将持续推动我们的经营业绩。
我们拥有最广泛的客户及终端用户覆盖，已与众多汽车整车制造商及储能客户建立了长期深度战略合作关系。通过产品创新，我们能够满足多元化的市场需求。我们持续开发及推出新产品同时吸引客户订单的能力，对我们扩大市场份额及实现收入增长至关重要。
除电动车及储能电池业务外，我们正积极向工程机械、船舶、航空器等新兴新能源应用领域拓展。我们推出了滑板底盘及换电等创新解决方案，从而加速全面电气化进程。我们有效拓展新兴领域及推出创新解决方案的能力，是驱动我们未来收入增长及盈利能力提升的关键因素。
FINANCIAL INFORMATION Cost Control and Operational Efficiency Our cost of sales primarily consists of direct material cost. We enhance our production efficiency and reduce production costs through technological innovation and supply chain management. In addition, our operating expenses include research and development expenses, administrative and other operational expenses, and selling expenses, among others. Our ability to improve operational efficiency and maintain effective cost control will also affect our results of operations. BASIS OF PRESENTATION AND PREPARATION Our historical financial information has been prepared in accordance with the IFRSs. All IFRSs that are effective for the accounting period beginning on January 1, 2024, together with the relevant transitional provisions, have been early adopted by us in the preparation of the historical financial information throughout the Track Record Period. The historical financial information has been prepared on the historical cost basis except for certain financial assets and liabilities which are stated at fair value. MATERIAL ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Our accounting policies may 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 experience and other factors, including the expectation 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 during the Track Record Period. Amendments to accounting standards, implementation of new standards and changes in accounting policies may also require us to adjust the presentation of our financial statements, which could materially impact the comparability of our financial metrics and our reported results of operations. Set forth below are discussions of the accounting policies that we believe are most significant to us or involve the most critical estimates, assumptions and judgments used in the preparation of our financial statements. Other material accounting policies, critical estimates, assumptions and judgments, which are important for understanding our financial condition and results of operations, are set forth in detail in Notes 3.2 and 4 to the Accountants' Report in Appendix I to this prospectus.
FINANCIAL INFORMATION Revenue Recognition Revenue mainly arises from the following major sources: (i)
(ii) sales of ESS batteries; (iii) sales of battery materials from recycling process; (iv) sales of battery mineral resources; and (v)
others.
To determine whether to recognize revenue, we follow a 5-step process: 1.
2.
3.
4.
5.
Recognizing revenue when or as performance obligations are satisfied.
In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties. Revenue is recognized either at a point in time or over time, when we satisfy performance obligations by transferring the promised goods or services to our customers. Further details of our revenue and other income recognition policies are as follows: Sale of Goods Revenue from sale of goods between us and our customers generally only includes a performance obligation for the transfer of goods, which is recognized when the performance obligation has been satisfied at a point in time. Revenue for domestic sale of goods is recognized when we have delivered the products to the customers in accordance with the contract terms, and has received acceptance and other proof of receipt from the customers. Revenue for overseas sale of goods is recognized when we have declared the goods for customs clearance in accordance with the contract terms, and has obtained a customs clearance or received acceptance and other proof of receipt from the customers. – 249 –
We provide after-sale service fee for its goods and makes the respective provisions. We do not provide any other additional services or after-sale service, therefore, such after-sale service does not constitute a separate performance obligation.
In order to strengthen customer cooperation and promote product sales, we negotiate sales rebates with selected customers based on factors including sales volume and market development, and set purchase targets and other conditions. Once these conditions are met, corresponding rebates will be provided as agreed upon. Such sale rebate terms are variable considerations. For the contracts that contain sales rebate, we estimate the amount of consideration to which we will be entitled using either (a) the expected value or (b) the most likely amount, depending on which method better predicts the amount of consideration to which we will be entitled. The expected value is an estimated amount calculated on the basis of the various possible amounts of consideration that could occur under the sales rebates terms and their related probabilities. The most likely amount is the single amount that is most likely to occur in a range of possible amounts of consideration.
Revenue from provision of services between us and our customers generally include technical services. If the customers obtain and consume the economic benefits brought by our performance when we have performed our obligations, we may treat our performance obligation has been satisfied within a certain period of time and recognize the respective revenue over time, except for those revenue where the progress of performance cannot be reasonably determined.
Revenue from provision of services is recognized when we have satisfied the corresponding performance obligation in accordance with the contract terms, and have received acceptance and other proof of receipt from the customers.
Dividend income is recognized when the right to receive payment is established.
Interest income is recognized on a time proportion basis using the effective interest method. For financial assets measured at amortized cost that are not credit-impaired, the effective interest rate is applied to the gross carrying amount of the asset. For credit-impaired financial assets, the effective interest rate is applied to the amortized cost (i.e., gross carrying amount net of expected credit losses ("ECL") allowance) of the asset.
We make allowances on trade and bills receivables and contract assets based on assumptions about risk of default and expected loss rates. We use judgment in making these assumptions and selecting the inputs to the impairment calculation, based on our past history, existing market conditions as well as forward-looking estimates at the end of each reporting period. As of December 31, 2022, 2023 and 2024, the aggregate carrying amounts of trade and bills receivables and contract assets amounted to RMB61.7 billion (net of ECL allowance of RMB1.8 billion), RMB66.0 billion (net of ECL allowance of RMB2.1 billion) and RMB64.7 billion (net of ECL allowance of RMB2.7 billion), respectively.
The provision of ECL is sensitive to changes in estimates. When the actual future cash flows are different from expected, such difference will impact the carrying amount of trade and bills receivables and contract assets, and credit losses in the periods in which such estimate has been changed.
• Right-of-use assets.
Goodwill and intangible assets with indefinite useful life or those not yet available for use are tested for impairment at least annually, irrespective of whether there is any indication that they are impaired. All other assets are tested for impairment whenever there are indications that the asset's carrying amount may not be recoverable.
An impairment loss is recognized as an expense immediately for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of fair value, reflecting market conditions less costs of disposal, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of time value of money and the risk specific to the asset.
For the purposes of assessing impairment, where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generate cash inflows independently (i.e., a CGU). As a result, some assets are tested individually for impairment and some are tested at CGU sub-level. Corporate assets are allocated to individual CGUs, when a reasonable and consistent basis of
allocation can be identified, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified. Goodwill in particular is allocated to those CGUs that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which the goodwill is monitored for internal management purpose and not be larger than an operating segment.
Impairment losses recognized for CGUs, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the CGU, except that the carrying value of an asset will not be reduced below its individual fair value less cost of disposal, or value in use, if determinable. An impairment loss on goodwill is not reversed in subsequent periods. In respect of other assets, an impairment loss is reversed if there has been a favorable change in the estimates used to determine the asset's recoverable amount and only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. We use our judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each period during the Track Record Period. For details of the valuation techniques, inputs and key assumptions used in the determination of the fair value of financial assets at level 3 fair value hierarchy, see Note 45 to the Accountants' Report as set out in Appendix I to this prospectus.
Impairment of Property, Plant and Equipment, Intangible Assets with Finite Useful Lives and Right-of-use Assets
Property, plant and equipment, intangible assets with finite useful lives and right-of-use assets are stated at costs less accumulated depreciation or amortization and impairment, if any. In determining whether an asset is impaired, we have to exercise judgment and make estimation, particularly in assessing: (i) whether an event has occurred or any indicators that may affect the asset value; (ii) whether the carrying amount of an asset can be supported by the recoverable amount, in the case of value in use, the net present value of future cash flows which are estimated based upon the continued use of the asset; and (iii) the appropriate key assumptions to be applied in estimating the recoverable amount, including cash flow projections and an appropriate discount rate. When it is not possible to estimate the recoverable amount of an individual asset (including right-of-use assets), we estimate the recoverable amount of the CGU to which the assets belongs. Changing the assumptions and estimates, including the discount rates or the growth rate in the cash flow projections, could materially affect the net present value used in the impairment test.
As of December 31, 2022, 2023 and 2024, the aggregate carrying amounts of property, plant and equipment, intangible assets with finite useful lives and right-of-use assets amounted to RMB137.1 billion (net of impairment losses of RMB0.6 billion), RMB161.1 billion (net of impairment loss of RMB5.5 billion) and RMB162.2 billion (net of impairment losses of RMB10.8 billion), respectively.
The following table sets forth a summary of our consolidated statements of profit or loss for the years indicated.
| | For the year ended December 31, | | | | | | |---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | | | RMB'000 | % of revenue | RMB'000 | % of revenue | RMB'000 | % of revenue | | Revenue | 328,593,988 | 100.0 | 400,917,045 | 100.0 | 362,012,554 | 100.0 | | Cost of sales | (270,629,780) | (82.4) | (323,982,130) | (80.8) | (273,518,959) | (75.6) | | Gross profit | 57,964,208 | 17.6 | 76,934,915 | 19.2 | 88,493,595 | 24.4 | | Research and development expenses | (15,510,453) | (4.7) | (18,356,108) | (4.6) | (18,606,756) | (5.1) | | Administrative and other operating expenses | (8,103,787) | (2.5) | (10,526,439) | (2.6) | (11,952,257) | (3.3) | | Selling expenses | (2,519,230) | (0.8) | (3,042,744) | (0.8) | (3,562,797) | (1.0) | | Other income | 7,047,244 | 2.1 | 14,883,428 | 3.7 | 19,514,964 | 5.4 | | Other gains and losses, net | 1,285,908 | 0.4 | 410,724 | 0.1 | 15,342 | 0.0 | | Impairment losses | (3,973,175) | (1.2) | (6,107,968) | (1.5) | (9,295,851) | (2.6) | | Finance costs | (2,132,375) | (0.6) | (3,446,516) | (0.9) | (3,879,076) | (1.1) | | Share of results of associates and joint ventures, net | 2,614,517 | 0.8 | 3,745,762 | 0.9 | 3,743,040 | 1.0 | | Profit before income tax | 36,672,857 | 11.2 | 54,495,054 | 13.6 | 64,470,204 | 17.8 | | Income tax expense | (3,215,713) | (1.0) | (7,153,019) | (1.8) | (9,175,245) | (2.5) | | Profit for the year | 33,457,144 | 10.2 | 47,342,035 | 11.8 | 55,294,959 | 15.3 | | Profit for the year attributable to: | | | | | | | | Owners of the Company | 30,729,164 | 9.4 | 44,702,249 | 11.1 | 52,032,846 | 14.4 | | Non-controlling interests | 2,727,980 | 0.8 | 2,639,786 | 0.7 | 3,262,113 | 0.9 |
于往绩记录期间，本公司的收入主要来自电动汽车电池、储能电池、电池材料及回收，以及电池矿产资源。
下表载列于所示年度按产品类型划分的收入明细。
截至12月31日止年度 | | 2022年 RMB'000 | 2022年 % | 2023年 RMB'000 | 2023年 % | 2024年 RMB'000 | 2024年 % | |---|---|---|---|---|---|---| | 电动汽车电池 | 236,593,497 | 72.0 | 285,252,917 | 71.2 | 253,041,337 | 69.9 | | 储能电池 | 44,980,277 | 13.7 | 59,900,522 | 14.9 | 57,290,460 | 15.8 | | 电池材料及回收 | 26,031,514 | 7.9 | 33,602,284 | 8.4 | 28,699,935 | 7.9 | | 电池矿产资源 | 4,508,633 | 1.4 | 7,734,151 | 1.9 | 5,493,003 | 1.5 | | 其他(1) | 16,480,067 | 5.0 | 14,427,171 | 3.6 | 17,487,819 | 4.8 | | 合计 | 328,593,988 | 100.0 | 400,917,045 | 100.0 | 362,012,554 | 100.0 |
注： (1) 主要包括(i)销售原材料及废料所产生的收入，以及(ii)提供研究与开发服务所产生的收入。
本公司销售的电动汽车电池主要包括电芯、电池模组╱电池架及电池包。本公司来自销售电动汽车电池的收入由2022年的人民币2,365.93亿元增加20.6%至2023年的人民币2,852.53亿元，主要受客户对本公司产品的需求持续增长所推动。本公司来自销售电动汽车电池的收入由2023年的人民币2,852.53亿元减少11.3%至2024年的人民币2,530.41亿元，主要由于尽管销售量有所增加，本公司仍因应碳酸锂等原材料价格下降而下调平均售价。于往绩记录期间，本公司电动汽车电池的销售量持续增长，主要归因于(i)本公司在电动汽车电池领域的技术优势、规模经济及强大的客户基础，以及(ii)新能源汽车行业的快速扩张推动了全球对电动汽车电池持续增长的需求。
本公司来自销售储能电池的收入由2022年的人民币450.80亿元增加33.2%至2023年的人民币599.01亿元，主要受客户对本公司产品的需求持续增长所推动。本公司来自销售储能电池的收入由2023年的人民币599.01亿元减少4.4%至2024年的人民币572.90亿元，主要由于尽管销售量有所增加，本公司仍因应碳酸锂等原材料价格下降而下调平均售价。于往绩记录期间，本公司储能电池的销售量持续增长，主要归因于(i)本公司在储能电池领域的技术优势、规模经济及强大的客户基础，以及(ii)各国清洁能源转型举措推动了储能电池市场需求的持续强劲增长。上述举措推动风电及光伏装机容量占比不断提升，对电力系统灵活性提出更高要求，并促进了储能技术进步及储能成本下降。
下表载列于所示年度按地区划分的收入明细。
截至12月31日止年度 | | 2022年 RMB'000 | 2022年 % | 2023年 RMB'000 | 2023年 % | 2024年 RMB'000 | 2024年 % | |---|---|---|---|---|---|---| | 中国大陆 | 251,670,828 | 76.6 | 269,924,895 | 67.3 | 251,677,045 | 69.5 | | 其他国家╱地区(1) | 76,923,160 | 23.4 | 130,992,150 | 32.7 | 110,335,509 | 30.5 | | 合计 | 328,593,988 | 100.0 | 400,917,045 | 100.0 | 362,012,554 | 100.0 |
注： (1) 主要包括来自欧洲、美国及其他国家╱地区的收入，其中来自欧洲的收入占比最大。
本公司的销售成本主要包括(i)电池生产所用直接材料的成本，主要包括正极材料、负极材料、隔膜及电解液，以及(ii)其他成本，包括雇员福利、折旧及摊销、物流及运输费用以及售后服务费用。
下表载列于所示年度按性质划分的销售成本明细。
截至12月31日止年度 | | 2022年 RMB'000 | 2022年 % | 2023年 RMB'000 | 2023年 % | 2024年 RMB'000 | 2024年 % | |---|---|---|---|---|---|---| | 直接材料 | 226,656,083 | 83.8 | 255,662,877 | 78.9 | 202,723,479 | 74.1 | | 其他 | 43,973,697 | 16.2 | 68,319,253 | 21.1 | 70,795,480 | 25.9 | | 合计 | 270,629,780 | 100.0 | 323,982,130 | 100.0 | 273,518,959 | 100.0 |
The following table sets forth the breakdown of our gross profit and gross profit margin by product type for the years indicated.
For the year ended December 31, | | 2022 | | 2023 | | 2024 | | |---|---|---|---|---|---|---| | | Gross profit RMB'000 | Gross profit margin % | Gross profit RMB'000 | Gross profit margin % | Gross profit RMB'000 | Gross profit margin % | | EV batteries | 33,418,887 | 14.1 | 51,705,338 | 18.1 | 60,580,055 | 23.9 | | ESS batteries | 6,282,252 | 14.0 | 11,174,430 | 18.7 | 15,376,457 | 26.8 | | Battery materials and recycling | 5,525,484 | 21.2 | 3,824,539 | 11.4 | 3,017,019 | 10.5 | | Battery mineral resources | 551,787 | 12.2 | 1,536,261 | 19.9 | 468,392 | 8.5 | | Others(1) | 12,185,798 | 73.9 | 8,694,347 | 60.3 | 9,051,672 | 51.8 | | Total | 57,964,208 | 17.6 | 76,934,915 | 19.2 | 88,493,595 | 24.4 |
The following table sets forth the breakdown of our gross profit and gross profit margin by product type for the years indicated.
| | 2022 | | 2023 | | 2024 | | |---|---|---|---|---|---|---| | | Gross profit RMB'000 | Gross profit margin % | Gross profit RMB'000 | Gross profit margin % | Gross profit RMB'000 | Gross profit margin % |
EV batteries ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ESS batteries ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Battery materials and recycling ў ў ў ў ў ў ў ў ў ў ў ў ў Battery mineral resources ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Total ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Our gross profit increased by 32.7% from RMB58.0 billion in 2022 to RMB76.9 billion in 2023, and further increased by 15.0% to RMB88.5 billion in 2024. Our gross profit margin increased from 17.6% in 2022 to 19.2% in 2023, and further increased to 24.4% in 2024. Our gross profit margin showed continued growth during the Track Record Period, mainly attributable to the increases in gross profit margins for sales of EV batteries and ESS batteries.
The increases in gross profit margins for sales of EV batteries and ESS batteries were mainly because (i) the unit economics of our battery products remained stable while increasing, driven by the scaled commercial application of our innovative products, such as Qilin battery and Shenxing battery, which gained wide customer recognition following their market launch; and (ii) the average selling price of our battery products was reduced in response to decrease in the cost of raw materials including lithium carbonate. This, combined with our stable and improving unit economics, led to the consequent increase of our gross profit margin.
Our gross profit margin for battery materials and recycling business decreased during the Track Record Period, mainly because the price of lithium carbonate showed a downward trend amid fluctuations during the Track Record Period, leading to a corresponding decrease in the prices of raw materials, including cathode materials. As a result, the average selling price of our battery materials and recycled metal products decreased, leading to a decrease in gross profit margin for our battery materials and recycling business.
Our gross profit margin for battery mineral resources business showed notable variability, mainly because the prices of raw materials including lithium and nickel experienced significant fluctuations during the Track Record Period, leading to changes in the gross profit margin for our battery mineral resources business.
Our research and development expenses primarily consisted of employee benefit expenses and material costs. The following table sets forth the breakdown of our research and development expenses for the years indicated.
| | For the year ended December 31, | | | | | | |---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | | | RMB'000 | % | RMB'000 | % | RMB'000 | % | | Employee benefit expenses | 6,139,594 | 39.6 | 7,421,248 | 40.4 | 7,561,191 | 40.6 | | Material costs | 6,364,041 | 41.0 | 5,396,630 | 29.4 | 5,845,226 | 31.4 | | Others(1) | 3,006,818 | 19.4 | 5,538,230 | 30.2 | 5,200,339 | 27.9 | | Total | 15,510,453 | 100.0 | 18,356,108 | 100.0 | 18,606,756 | 100.0 |
Note: (1) Primarily including depreciation and amortization costs, development and design expenses, and administrative and office expenses.
Our research and development expenses as a percentage of our revenue remained stable during the Track Record Period, accounting for 4.7%, 4.6% and 5.1% of our revenue in 2022, 2023 and 2024, respectively. We pursue iterative innovation in battery materials, electrochemistry, and system structures, making significant investments in research and development, with employee benefits for our R&D personnel continuously increasing both in absolute amount and as a percentage of total research and development expenses.
Our administrative and other operating expenses primarily consisted of employee benefits, taxes and surcharges, depreciation and amortization costs, and administrative and office expenses. The following table sets forth the breakdown of our administrative and other operating expenses for the years indicated.
| | For the year ended December 31, | | | | | | |---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | | | RMB'000 | % | RMB'000 | % | RMB'000 | % | | Employee benefit expenses | 4,177,011 | 51.5 | 4,551,375 | 43.2 | 4,707,167 | 39.4 | | Taxes and surcharges | 907,484 | 11.2 | 1,695,508 | 16.1 | 2,057,466 | 17.2 | | Depreciation and amortization costs | 927,730 | 11.4 | 1,577,059 | 15.0 | 2,059,630 | 17.2 | | Administrative and office expenses | 760,790 | 9.4 | 736,399 | 7.0 | 1,248,011 | 10.4 | | Share-based payments | 178,691 | 2.2 | 262,482 | 2.5 | 293,558 | 2.5 | | Business expenses | 107,078 | 1.3 | 184,114 | 1.7 | 240,942 | 2.0 | | Service fees | 217,632 | 2.7 | 369,107 | 3.5 | 204,953 | 1.7 | | Others | 827,371 | 10.2 | 1,150,395 | 10.9 | 1,140,530 | 9.5 | | Total | 8,103,787 | 100.0 | 10,526,439 | 100.0 | 11,952,257 | 100.0 |
The following table sets forth a breakdown of our net other gains and losses for the years indicated.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Fair value gains on financial assets at fair value through profit or loss ("FVTPL") | 400,241 | 46,270 | 664,223 | | Loss on disposal of property, plant and equipment, right-of-use assets and intangible assets | (43,252) | (38,574) | (238,169) | | Gains on disposal/deemed disposal of investments in subsidiaries, associates and joint ventures, net | 354,947 | 328,073 | 1,695,808 | | Interest income from financial assets at FVTPL | 52,937 | 26,759 | 179,608 | | Losses from derecognition of financial assets at FVTOCI | (530,397) | (636,725) | (396,983) | | Net foreign exchange gains/(losses) | 1,162,628 | 421,518 | (1,287,050) | | Others | (111,196) | 263,403 | (602,095) | | Total | 1,285,908 | 410,724 | 15,342 |
During the Track Record Period, our impairment losses were primarily related to inventories, property, plant and equipment, intangible assets, and trade and other receivables. In 2022, 2023 and 2024, our impairment losses amounted to RMB4.0 billion, RMB6.1 billion and RMB9.3 billion, respectively.
Our finance costs primarily consisted of interest expense on borrowings.
The following table sets forth the breakdown of our finance costs for the years indicated.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Interest expense on borrowings | 2,167,340 | 3,720,103 | 4,088,479 | | Interest expense on lease liabilities | 27,977 | 17,783 | 60,706 | | | 2,195,317 | 3,737,886 | 4,149,185 | | Less: interest capitalized | (62,942) | (291,370) | (270,109) | | | 2,132,375 | 3,446,516 | 3,879,076 |
Our net share of results of associates and joint ventures primarily represented our share of profits or losses from long-term investments in associates and joint ventures. We recorded share of net results of associates and joint ventures of RMB2.6 billion, RMB3.7 billion and RMB3.7 billion in 2022, 2023 and 2024, respectively. For details of the associates and joint ventures we invested in during the Track Record Period, see Note 20 to the Accountants' Report as set out in Appendix I to this prospectus.
Our income tax primarily consisted of current income tax and deferred income tax. In 2022, 2023 and 2024, we recorded income tax expenses of RMB3.2 billion, RMB7.2 billion and RMB9.2 billion, respectively. We are subject to different tax rates in different jurisdictions.
Pursuant to the existing legislation, interpretations and practices, the income tax provision of some of our entities in mainland China was calculated at the statutory tax rate of 25% on the estimated assessable profits during the Track Record Period. Several of our subsidiaries in mainland China qualified as high-tech enterprises, and several subsidiaries' operations fell within the scope of China's Western Development Program. Accordingly, they enjoyed a preferential income tax rate of 15% for the Track Record Period. Pursuant to the relevant laws and regulations, one of our subsidiaries in mainland China qualified as a key software enterprise encouraged by the state. This subsidiary is entitled to an enterprise income tax exemption for its first five profitable years, and will be taxed at 10% starting from the sixth year. This subsidiary first recorded profit in 2022.
Hong Kong利得税的拨备一般按估计应课税利润的16.5%计算。我们境外子公司的税务按相关司法管辖区现行税率计算，其中德国和匈牙利子公司的所得税税率分别为30.175%至32.975%及11.3%。
在业绩记录期间及直至最后实际可行日期，我们与相关税务机关之间不存在任何可能对我们的业务、财务状况及经营业绩产生重大不利影响的纠纷或未解决税务问题。
我们于2022年、2023年及2024年分别录得利润人民币335亿元、人民币473亿元及人民币553亿元。
我们的收入由2023年的人民币4,009亿元减少9.7%至2024年的人民币3,620亿元。此减少主要由于我们响应原材料价格下降而下调平均销售价格所致，尽管电动车电池及储能电池的销量均有所增长。
我们来自电动车电池销售所产生的收入由2023年的人民币2,853亿元减少11.3%至2024年的人民币2,530亿元。此减少主要由于我们响应包括碳酸锂在内的原材料价格下降而下调平均销售价格所致，尽管电动车电池的销量有所增加。
我们来自储能电池销售所产生的收入由2023年的人民币599亿元减少4.4%至2024年的人民币573亿元。此减少主要由于我们响应包括碳酸锂在内的原材料价格下降而下调平均销售价格所致，尽管储能电池的销量有所增加。
我们的销售成本由2023年的人民币3,240亿元减少15.6%至2024年的人民币2,735亿元，主要由于包括碳酸锂在内的原材料价格下降，部分被销量增长所抵销。
我们的毛利由2023年的人民币769亿元增加15.0%至2024年的人民币885亿元。我们的毛利率由2023年的19.2%提升至2024年的24.4%，主要由于电动车电池及储能电池销售的毛利率有所提升。
我们来自电动车电池销售的毛利由2023年的人民币517亿元增加17.2%至2024年的人民币606亿元，同期毛利率由18.1%提升至23.9%。我们来自储能电池销售的毛利由2023年的人民币112亿元增加37.6%至2024年的人民币154亿元，同期毛利率由18.7%提升至26.8%。电动车电池及储能电池销售毛利率提升，主要原因在于：（i）尽管平均销售价格有所下降，但受惠于我们创新产品的竞争优势，我们电池的单位经济效益保持稳定；及（ii）我们电池的平均销售价格响应包括碳酸锂在内的原材料价格下降而有所降低，在单位经济效益稳定的情况下，共同推动毛利率的提升。
我们电池材料及回收业务毛利率的下降，主要由于碳酸锂价格在波动中呈下行趋势，导致包括正极材料在内的原材料价格相应下降。因此，我们电池材料及回收金属产品的平均销售价格有所下降，导致电池材料及回收业务的毛利率下降。
我们电池矿产资源业务毛利率的下降，主要由于包括锂和镍在内的原材料价格由2023年至2024年有所下降，导致电池矿产资源业务毛利率下降。
我们的研究与开发费用由2023年的人民币184亿元增加至2024年的人民币186亿元，主要由于我们持续加大研发投入，与研发活动相关的材料成本有所增加，部分被与研发活动相关的原材料价格下降所抵销。
我们的行政及其他经营费用由2023年的人民币105亿元增加至2024年的人民币120亿元，主要由于随着业务扩张，行政及办公费用、折旧及摊销成本以及税金及附加有所增加。
Our selling expenses increased from RMB3.0 billion in 2023 to RMB3.6 billion in 2024, primarily due to our business expansion and enhanced brand building efforts.
Our other income increased from RMB14.9 billion in 2023 to RMB19.5 billion in 2024, primarily due to increased interest income as a result of an increase in bank deposit balance.
We recorded net other gains of RMB0.4 billion and RMB15.3 million in 2023 and 2024, respectively, primarily due to a decrease in net foreign exchange gain.
Our impairment losses increased from RMB6.1 billion in 2023 to RMB9.3 billion in 2024, primarily due to an increase in impairment related to our inventories.
Our finance costs increased from RMB3.4 billion in 2023 to RMB3.9 billion in 2024, primarily due to higher interest expenses from increased borrowings in line with our business expansion.
Our net share of results of associates and joint ventures remained stable at RMB3.7 billion and RMB3.7 billion in 2023 and 2024, respectively.
Our income tax expense increased from RMB7.2 billion in 2023 to RMB9.2 billion in 2024, primarily reflecting the growth in our profit before tax.
As a result of the foregoing, our profit for the year increased by 16.8% from RMB47.3 billion in 2023 to RMB55.3 billion in 2024. Our net profit margin was 11.8% and 15.3% in 2023 and 2024, respectively.
Our revenue increased by 22.0% from RMB328.6 billion in 2022 to RMB400.9 billion in 2023, primarily due to the continuous sales volume growth of our EV batteries and ESS batteries, partially offset by a decrease in our average selling price.
Our revenue generated from sales of EV batteries increased by 20.6% from RMB236.6 billion in 2022 to RMB285.3 billion in 2023. Such increase was primarily attributable to the growth in sales volume driven by increasing demand for our EV batteries, partially offset by lower average selling price of our EV batteries.
Our revenue generated from sales of ESS batteries increased by 33.2% from RMB45.0 billion in 2022 to RMB59.9 billion in 2023. Such increase was primarily attributable to robust sales volume growth of our ESS batteries, partially offset by lower average selling price of our ESS batteries.
Our cost of sales increased by 19.7% from RMB270.6 billion in 2022 to RMB324.0 billion in 2023, primarily reflecting the increase in sales volume of our products, partially offset by a decline in raw material prices.
Our gross profit increased by 32.7% from RMB58.0 billion in 2022 to RMB76.9 billion in 2023. Our gross profit margin increased from 17.6% in 2022 to 19.2% in 2023, mainly due to the increase in the gross profit margin for sales of EV batteries and ESS batteries.
Our gross profit for sales of EV batteries increased by 54.7% from RMB33.4 billion in 2022 to RMB51.7 billion in 2023, and our gross profit margin increased from 14.1% to 18.1% for the same period. Our gross profit for sales of ESS batteries increased by 77.9% from RMB6.3 billion in 2022 to RMB11.2 billion in 2023, and our gross profit margin increased from 14.0% to 18.7% for the same period. The increase in the gross profit margin for sales of EV batteries and ESS batteries was mainly because (i) the unit economics of our batteries improved despite a decrease in average selling price, driven by the competitive strengths of our innovative products; and (ii) the average selling price of our batteries was reduced in response to decrease in the prices of raw materials including lithium carbonate, which, combined with improving unit economics, drove an increase in gross profit margin.
The decrease in our gross profit margin for battery materials and recycling business was mainly because the price of raw materials including lithium carbonate showed a downward trend amid fluctuations, leading to a corresponding decrease in the prices of battery materials, including cathode materials. As a result, the average selling price of our battery materials and products of recycling business decreased, leading to a decrease in gross profit margin for our battery materials and recycling business.
The increase in our gross profit margin for battery mineral resources business was mainly because some of our self-operated lithium mines commenced production in 2023, which had a relatively higher gross profit margin than existing battery mineral resources business based on the price of lithium carbonate during the year, resulting in an increase in the gross profit margin of our battery mineral resources business.
Our research and development expenses increased from RMB15.5 billion in 2022 to RMB18.4 billion in 2023, primarily because we increased our R&D investments.
Our administrative and other operating expenses increased from RMB8.1 billion in 2022 to RMB10.5 billion in 2023, primarily due to increased taxes and surcharges in line with our business growth.
Our selling expenses increased from RMB2.5 billion in 2022 to RMB3.0 billion in 2023, which was generally in line with our revenue growth.
Our other income increased from RMB7.0 billion in 2022 to RMB14.9 billion in 2023, primarily attributable to higher interest income as a result of an increase in our bank deposit balance.
We recognized net other gains of RMB1.3 billion and RMB0.4 billion in 2022 and 2023, respectively. The decrease was primarily due to a decrease in our net foreign exchange gain.
Our impairment losses increased from RMB4.0 billion in 2022 to RMB6.1 billion in 2023, primarily due to an increase in impairment losses related to our property, plant and equipment and intangible assets, primarily in relation to the upgrades or adjustments made to certain machinery, partially offset by a decrease in impairment losses on inventories.
Our finance costs increased from RMB2.1 billion in 2022 to RMB3.4 billion in 2023, primarily due to higher interest expenses from increased borrowings in line with our business expansion.
Our net share of results of associates and joint ventures increased from RMB2.6 billion in 2022 to RMB3.7 billion in 2023, mainly because the number of our associates and joint ventures increased.
Our income tax expense amounted to RMB3.2 billion in 2022 and RMB7.2 billion in 2023, primarily reflecting the growth in our profit before tax.
As a result of the foregoing, our profit for the year increased by 41.5% from RMB33.5 billion in 2022 to RMB47.3 billion in 2023. Our net profit margin was 10.2% and 11.8% in 2022 and 2023, respectively.
The following table sets forth a breakdown of our consolidated statements of financial position as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | | | | **Non-current assets** | | | | | Property, plant and equipment | 126,763,261 | 145,095,647 | 146,937,736 | | Right-of-use assets | 8,475,065 | 9,016,403 | 10,003,361 | | Goodwill | 704,065 | 707,882 | 894,757 | | Intangible assets | 1,914,033 | 7,037,407 | 5,306,438 | | Investments in associates and joint ventures | 17,595,207 | 50,027,694 | 54,791,525 | | Financial assets at FVTPL | 2,645,307 | 2,816,190 | 3,135,658 | | Financial assets at FVTOCI | 20,491,264 | 14,128,318 | 11,900,901 | | Prepayments, deposits and other assets | 25,145,633 | 21,154,913 | 19,426,825 | | Deferred tax assets | 9,483,660 | 17,395,585 | 24,118,834 | | **Total non-current assets** | **213,217,495** | **267,380,039** | **276,516,035** | | **Current assets** | | | | | Inventories | 76,668,899 | 45,433,890 | 59,835,533 | | Trade and bills receivables | 61,492,601 | 65,772,258 | 64,265,913 | | Contract assets | 174,863 | 233,964 | 400,626 | | Prepayments, deposits and other assets | 37,735,999 | 21,339,971 | 19,804,706 | | Financial assets at FVTPL | 1,981,328 | 7,767 | 14,282,253 | | Financial assets at FVTOCI | 18,965,715 | 55,289,319 | 53,309,701 | | Derivative financial instruments | 575,638 | – | – | | Bank balances, deposits and cash | 190,139,815 | 261,710,833 | 298,243,356 | | **Total current assets** | **387,734,858** | **449,788,002** | **510,142,088** | | **Current liabilities** | | | | | Trade and bills payables | 191,747,512 | 167,825,751 | 179,476,484 | | Contract liabilities | 22,444,785 | 23,982,352 | 27,834,446 | | Other payables and accruals | 55,704,573 | 58,963,987 | 57,141,230 | | Borrowings | 21,534,521 | 22,059,847 | 42,373,738 | | Lease liabilities | 113,106 | 106,299 | 182,379 | | Derivative financial instruments | – | 3,941,410 | 2,116,017 | | Income tax payable | 4,216,924 | 10,121,425 | 8,047,240 | | **Total current liabilities** | **295,761,421** | **287,001,071** | **317,171,534** |
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | | | | **Non-current liabilities** | | | | | Other payables and accruals | 19,966,702 | 46,866,869 | 22,197,549 | | Contract liabilities | 6,910,284 | 6,093,840 | 5,400,795 | | Borrowings | 79,327,247 | 104,035,996 | 94,611,079 | | Lease liabilities | 572,350 | 283,296 | 662,814 | | Deferred tax liabilities | 1,807,813 | 1,364,906 | 1,231,236 | | Provisions | 19,697,375 | 51,638,913 | 71,926,943 | | **Total non-current liabilities** | **128,281,771** | **210,283,820** | **196,030,416** |
Our property, plant and equipment mainly consisted of machinery, properties and buildings, and construction in progress. The following table sets forth a breakdown of our property, plant and equipment as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | | | | Machinery | 54,981,089 | 60,149,929 | 51,794,473 | | Properties and buildings | 32,683,496 | 52,654,217 | 56,522,165 | | Construction in progress | 35,397,651 | 25,011,907 | 29,754,703 | | Exterior facilities and others | 2,294,776 | 4,695,780 | 4,593,980 | | Special equipment | 178,047 | 1,289,463 | 2,953,344 | | Electronic equipment | 1,057,767 | 1,036,339 | 993,923 | | Transportation equipment | 98,286 | 102,201 | 169,534 | | Other equipment | 72,149 | 155,811 | 155,614 | | **Total** | **126,763,261** | **145,095,647** | **146,937,736** |
Our property, plant and equipment amounted to RMB126.8 billion, RMB145.1 billion and RMB146.9 billion as of December 31, 2022, 2023 and 2024, respectively. Our property, plant and equipment increased from RMB126.8 billion as of December 31, 2022 to RMB145.1 billion as of December 31, 2023, primarily attributable to an increase in properties and buildings of RMB20.0 billion, which reflected the expansion of our production capacity to meet customer demand. Our property, plant and equipment amounted to RMB146.9 billion as of December 31, 2024 and remained stable as compared to December 31, 2023.
Our intangible assets primarily consisted of patent rights and non-patented technologies, software, mining and exploration rights, as well as trademarks and domain names. Our intangible assets increased from RMB1.9 billion as of December 31, 2022 to RMB7.0 billion as of December 31, 2023, primarily because we newly acquired certain mining rights. Our intangible assets decreased to RMB5.3 billion as of December 31, 2024, primarily related to the impairment of certain mining rights.
We have invested in a number of associates and joint ventures. As of December 31, 2022, 2023 and 2024, our investments in associates and joint ventures amounted to RMB17.6 billion, RMB50.0 billion and RMB54.8 billion, respectively.
The following table sets forth the details of our financial assets at FVTPL as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Non-current | | | | | – Equity investments at fair value | 2,645,307 | 2,816,190 | 3,135,658 | | Current | | | | | – Wealth management products and structured deposits | 1,981,328 | 7,767 | 14,282,253 | | Total | 4,626,635 | 2,823,957 | 17,417,911 |
Our financial assets at FVTPL as of December 31, 2022, 2023 and 2024 amounted to RMB4.6 billion, RMB2.8 billion and RMB17.4 billion, respectively, primarily reflecting our purchase and disposal of wealth management products and structured deposits.
Our assets subject to Level 3 fair value measurement mainly included equity investment in unlisted entities at FVTPL and equity investment in unlisted entities at FVTOCI. These assets and liabilities were measured mainly using market approach, net asset approach and consensus pricing. For the assumptions utilized in our Level 3 fair value measurement, see Note 45 to the Accountants' Report as set out in Appendix I to this prospectus.
We have established management systems that specify the approval authority, information disclosure, authorization management, operation processes, financial accounting, supervision and risk control procedures of our wealth management activities, so as to standardize our financial product investments. The types of wealth management products we choose are low-risk products with high safety and good liquidity. Adhering to prudent investment principles, we conduct investment activities with an aim to improve capital utilization efficiency and investment returns on cash assets. Our finance department manages our wealth management portfolio, primarily including the preparation of our annual wealth management plan, handling wealth management products, and conducting daily management and accounting procedures. Our internal audit department maintains daily oversight of wealth management products, including full-process audits, reviewing the approval, implementation, and performance of wealth management products. It ensures timely processing and verification of accounting records by the finance department, with timely reporting to senior management. In addition, we adhere to all applicable laws, regulations, and management policies regarding the proper disclosure of investment information.
Following the Listing, our investments in financial products will be conducted in accordance with the provisions of Chapter 14 of the Listing Rules.
The following table sets forth the details of our financial assets at FVTOCI as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Non-current | | | | | – Equity investments at fair value | 20,491,264 | 14,128,318 | 11,900,901 | | Current | | | | | – Trade and bills receivables measured at FVTOCI | 18,965,715 | 55,289,319 | 53,309,701 | | Total | 39,456,979 | 69,417,637 | 65,210,602 |
The non-current portion of our financial assets at FVTOCI consisted of equity investments which are not held for trading. Our equity investments primarily included our investments in the equity of certain companies that are not traded on the open market. Such investments were classified as financial assets at FVTOCI with Level 3 fair value measurement. For details, see "— Financial Assets at FVTPL." The current portion of our financial assets at FVTOCI represented trade and bills receivables measured at FVTOCI.
Our financial assets at FVTOCI were RMB39.5 billion, RMB69.4 billion and RMB65.2 billion as of December 31, 2022, 2023 and 2024, respectively. The increase in our financial assets at FVTOCI from December 31, 2022 to December 31, 2023 was primarily due to an increase in receivables measured at FVTOCI as a result of an increase in our revenue. The decrease in our financial assets at FVTOCI as of December 31, 2024 was primarily due to a decrease in bills receivable from our customers for settlement of goods.
The following table sets forth the details of our prepayments, deposits and other assets as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 |
Non-current Prepayment on construction and equipment Deposit Prepayment for inventories Finance lease receivables Others
Current Deposits and other assets Prepayments Other tax receivables Interest receivables Finance lease receivables Prepaid corporate income tax Others Less: ECL allowance Total
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | **Non-current** | | | | | Prepayment on construction and equipment | 11,766,627 | 8,077,426 | 8,910,741 | | Deposit | 7,913,875 | 8,779,715 | 8,504,151 | | Prepayment for inventories | 4,097,041 | 3,170,453 | 1,732,644 | | Finance lease receivables | 44,316 | 9,840 | 151,342 | | Others | 1,323,774 | 1,117,479 | 127,947 | | **Non-current subtotal** | **25,145,633** | **21,154,913** | **19,426,825** | | **Current** | | | | | Deposits and other assets | 8,792,816 | 3,648,556 | 2,590,956 | | Prepayments | 15,843,284 | 6,962,873 | 5,969,685 | | Other tax receivables | 11,360,316 | 7,863,809 | 6,199,640 | | Interest receivables | 903,595 | 2,595,682 | 5,268,637 | | Finance lease receivables | 403,712 | 56,828 | 72,972 | | Prepaid corporate income tax | 360,193 | 349,675 | 37,804 | | Others | 186,519 | 72,540 | 49,021 | | Less: ECL allowance | (114,436) | (209,992) | (384,009) | | **Current subtotal** | **37,735,999** | **21,339,971** | **19,804,706** | | **Total** | **62,881,632** | **42,494,884** | **39,231,531** |
The non-current portion of our prepayments, deposits and other assets remained stable at RMB25.1 billion, RMB21.2 billion and RMB19.4 billion as of December 31, 2022, 2023 and 2024, respectively.
The current portion of our prepayments, deposits and other assets decreased from RMB37.7 billion as of December 31, 2022 to RMB21.3 billion as of December 31, 2023, and further decreased to RMB19.8 billion as of December 31, 2024, primarily due to reduced prepayments and deposits in accordance with business needs.
Our deferred tax assets increased from RMB9.5 billion as of December 31, 2022 to RMB17.4 billion as of December 31, 2023, and further increased to RMB24.1 billion as of December 31, 2024, primarily reflecting a temporary difference between the recognition of amortization and depreciation and the recognition of the corresponding tax losses.
Our inventories primarily consisted of finished goods, work in progress, raw materials and costs to fulfil a contract. The following table sets forth details of our inventories as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Finished goods | 59,504,149 | 33,609,112 | 38,994,567 | | Work in progress | 15,716,914 | 10,080,744 | 11,788,174 | | Raw materials | 5,196,430 | 5,055,901 | 11,427,292 | | Costs to fulfil a contract | 1,317,956 | 1,271,307 | 3,684,683 | | Subtotal | 81,735,449 | 50,017,064 | 65,894,716 | | Less: provision for impairment | (5,066,550) | (4,583,174) | (6,059,183) | | **Total** | **76,668,899** | **45,433,890** | **59,835,533** |
Our inventories decreased from RMB76.7 billion as of December 31, 2022 to RMB45.4 billion as of December 31, 2023 despite increasing sales volumes, primarily because (i) we continued to strengthen inventory turnover and optimize inventory management, and (ii) the prices of certain raw materials declined. Our inventories increased from RMB45.4 billion as of December 31, 2023 to RMB59.8 billion as of December 31, 2024, primarily resulting from our higher production and sales volumes.
As of December 31, 2022, 2023 and 2024, our costs to fulfill a contract were RMB1.3 billion, RMB1.3 billion and RMB3.7 billion, respectively, which primarily related to sales of specialized equipment capacity, transportation costs, storage fees, and tariffs related to the shipment of goods.
The following is an aging analysis of our inventories as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Within 1 year | 81,514,230 | 48,277,010 | 63,791,866 | | Over 1 year | 221,219 | 1,740,054 | 2,102,850 | | **Total** | **81,735,449** | **50,017,064** | **65,894,716** |
The following table sets forth our inventory turnover days for the years indicated.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | Inventory turnover days (1) | 78.8 | 68.8 | 70.2 |
Note: (1) Inventory turnover days are calculated as the average of the beginning and ending balance of inventories for the year divided by the cost of sales for that year and multiplied by 365 days.
Our inventory turnover days were 78.8 days, 68.8 days and 70.2 days in 2022, 2023 and 2024, respectively. The decrease in our inventory turnover days from 2022 to 2023 was primarily because we strengthened inventory turnover and optimized inventory management. Our inventory turnover days remained stable in 2024 as compared to 2023.
As of March 31, 2025, we had utilized 84.3%, or RMB55.6 billion, of our inventories as of December 31, 2024.
Our trade and bills receivables primarily consisted of outstanding amounts payable by third parties and related parties.
The following table sets forth details of our trade and bills receivables as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Trade receivables | 59,797,036 | 66,065,457 | 66,776,402 | | Less: ECL allowance | (1,830,519) | (2,044,923) | (2,640,892) | | Trade receivables, net | 57,966,517 | 64,020,534 | 64,135,510 | | Bills receivables | 3,526,084 | 1,751,724 | 130,403 | | **Trade and bills receivables** | **61,492,601** | **65,772,258** | **64,265,913** |
Our trade and bills receivables increased from RMB61.5 billion as of December 31, 2022 to RMB65.8 billion as of December 31, 2023. Our trade and bills receivables amounted to RMB64.3 billion as of December 31, 2024. The credit period granted to our customers was generally within 60 days during the Track Record Period. The following is an aging analysis of our trade receivables, based on the date of revenue recognition, net of ECL allowance, as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | | | | Within 3 months | 53,359,623 | 59,991,749 | 59,868,001 | | Over 3 months but within 1 year | 4,541,406 | 3,448,307 | 3,850,339 | | Over 1 year | 65,488 | 580,478 | 417,170 | | Trade receivables, net | 57,966,517 | 64,020,534 | 64,135,510 |
The following table sets forth our trade and bills receivables turnover days for the years indicated.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | Trade and bills receivables turnover days(1) | 48.2 | 57.9 | 65.6 |
Note: (1) Calculated as the average of the beginning and ending balance of trade and bills receivables for the year divided by the revenue for that year and multiplied by 365 days.
Our trade and bills receivables turnover days were 48.2 days, 57.9 days and 65.6 days for the years ended December 31, 2022, 2023 and 2024. Our trade and bills receivables turnover days increased from 48.2 days in 2022 to 57.9 days in 2023, primarily because the increase in revenue from 2022 to 2023 was slower than the increase in the average of the beginning and ending balance of trade and bills receivables over the same period. Our trade and bills receivables turnover days further increased to 65.6 days in 2024, mainly due to the decrease in revenue from 2023 to 2024, while the average of the beginning and ending balance of trade and bills receivables increased over the same period.
As of March 31, 2025, RMB58.2 billion, or 87.2% of our trade receivables as of December 31, 2024 had been settled.
Our bank balances, deposits and cash consisted of cash and cash equivalents as well as time deposits and restricted funds.
As of December 31, 2022, 2023 and 2024, our bank balances, deposits and cash amounted to RMB190.1 billion, RMB261.7 billion and RMB298.2 billion, respectively.
Our trade and bills payables primarily related to the purchase of raw materials and equipment.
The following table sets forth details of our trade and bills payables as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | | | | Trade payables | 65,518,044 | 90,310,810 | 112,120,161 | | Bills payables | 126,229,468 | 77,514,941 | 67,356,323 | | Trade and bills payables | 191,747,512 | 167,825,751 | 179,476,484 |
Our trade and bills payables decreased from RMB191.7 billion as of December 31, 2022 to RMB167.8 billion as of December 31, 2023, primarily attributable to the settlement of bills payables due and a decrease in the issuance of new bills, which was partially offset by an increase in trade payables. Our trade and bills payables amounted to RMB179.5 billion as of December 31, 2024, representing an increase from December 31, 2023, primarily due to an increase in trade payables, partially offset by a decrease in bills payables.
The credit period granted by our suppliers was generally within 90 days during the Track Record Period. As of the end of each year of the Track Record Period, there were no significant trade payables aged over one year based on invoice date. As of the end of each year during the Track Record Period, no matured bills payable were unpaid.
As of March 31, 2025, RMB46.9 billion, or 41.9% of our trade payables as of December 31, 2024 had been settled.
Our contract liabilities refer to the obligation to transfer goods to customers in consideration of payments received or receivable from customers, primarily representing prepayments from customers. Contract liabilities are incurred when the payment schedule agreed under the contract is ahead of the performance of contract obligations. Our contract liabilities remained stable at RMB29.4 billion, RMB30.1 billion and RMB33.2 billion as of December 31, 2022, 2023 and 2024, respectively.
Our other payables and accruals mainly include deferred income, construction and equipment payables and employee benefits payables. The following table sets forth details of our other payables and accruals as of the dates indicated.
| | As of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | | | | **Non-current** | | | | | Deferred income | 19,966,702 | 21,448,987 | 22,041,069 | | Premium payables on acquiring mining right | – | 170,256 | 156,480 | | Redemption liability | – | 25,247,626 | – | | **Sub-total (Non-current)** | 19,966,702 | 46,866,869 | 22,197,549 | | **Current** | | | | | Construction and equipment payables | 29,016,932 | 26,727,963 | 18,857,247 | | Employee benefits payables | 9,476,018 | 14,846,251 | 18,653,079 | | Deposits received | 8,055,298 | 8,763,865 | 4,478,969 | | Other tax liabilities | 2,197,550 | 3,712,029 | 3,447,398 | | Accrued expenses | 3,077,310 | 3,258,954 | 4,541,876 | | Dividend payables | 8,320 | 29,916 | 5,400,161 | | Premium payables on acquiring mining right | – | 23,740 | 21,582 | | Others | 3,873,145 | 1,601,269 | 1,740,918 | | **Sub-total (Current)** | 55,704,573 | 58,963,987 | 57,141,230 | | **Total** | 75,671,275 | 105,830,856 | 79,338,779 |
我们其他应付款及应计费用的非流动部分由2022年12月31日的人民币200亿元增加至2023年12月31日的人民币469亿元，随后下降至2024年12月31日的人民币222亿元。该波动主要是由于我们在2023年12月31日因子公司少数股东依据相关协议持有回售权而确认了人民币252亿元的赎回负债。我们其他应付款及应计费用的流动部分分别于2022年、2023年及2024年12月31日保持相对稳定，分别为人民币557亿元、人民币590亿元及人民币571亿元。
我们的衍生金融工具主要包括大宗商品价格风险合约及外汇风险合约，主要以期权、期货及远期合约作为交易工具。我们的主要产品——动力电池和储能电池——在生产运营中需要镍、锂、铝、铜和钴等原材料。我们开展大宗商品套期保值活动，以有效管理上述原材料价格大幅波动的风险，并增强我们经营业绩的稳定性和可持续性。此外，随着我们海外业务的持续扩展，以外币结算的需求不断增加。为更好地降低和防范与海外业务相关的汇率或利率风险，并提升我们的财务稳定性，我们相应地开展外汇套期保值活动。在业绩记录期间，我们的大宗商品价格风险合约及外汇风险合约在抵消现货损益后，总体上实现了预期的风险管理目标。
我们已为套期保值活动建立了完善的管理体系及全面的内部控制政策。我们的管理体系明确规定了套期保值活动的审批权限、组织架构与职责、授权管理、执行流程及风险控制程序。为进一步加强对期货、远期合约及其他衍生产品套期保值的管理，提升和优化境外期货、远期合约及其他衍生产品的操作流程，并确保实现我们的生产经营目标，我们设立了领导小组、工作小组和风险控制小组。我们由投资决策、业务运营及风险控制方面的专业人员提供支持，职责分工明确。
截至2022年、2023年及2024年12月31日，我们确认为流动资产的衍生金融工具分别为人民币6亿元、零及零。截至上述相同日期，我们确认为流动负债的衍生金融工具分别为零、人民币39亿元及人民币21亿元。
我们的拨备主要包括售后服务费拨备及销售返利拨备。我们承担在质保期内已售电池产品的维护义务。我们的拨备由2022年12月31日的人民币197亿元增加至2023年12月31日的人民币516亿元，并进一步增加至2024年12月31日的人民币719亿元，主要原因是随着销售量提升，潜在售后服务义务及销售返利有所增加。我们的售后服务费拨备根据质保期内电池产品的累计销售量、预计单位维护成本、预期维修率及其他因素进行最佳估计。在业绩记录期间，由于我们的销售规模扩大，质保协议项下预计的售后服务费总额有所增加。综合考虑市场状况及销售量等因素，并与客户协商后，我们与特定客户签订销售返利协议，并相应计提销售返利拨备。我们计提销售返利拨备的政策与市场惯例一致。在业绩记录期间，我们的销售返利拨备有所增加，主要原因是向客户提供的销售返利增加，该等返利系在不时与客户协商后，综合考虑销售量增长、与客户合作深化、建立长期战略关系及市场开拓等多项因素后予以调整。
在业绩记录期间，我们现金的主要用途为资助制造基地建设、产品研发及其他营运资金需求。历史上，我们主要通过业务运营产生的现金、银行借款、债务融资及股权融资为我们的运营及其他资本需求提供资金。
我们预期的现金需求主要与我们的业务运营、产能扩张及产品研发相关。我们预期主要通过运营产生的现金、银行借款及其他融资活动（包括全球发售所得款项净额）为我们未来的营运资金及其他现金需求提供资金。
截至2025年3月31日（为确定我们负债情况的最后实际可行日期），我们持有现金及现金等价物人民币2,863亿元。截至同一日期，我们尚未动用的银行融资额度为人民币3,295亿元。综合考虑我们的内部资源、经营活动产生的现金流量及全球发售所得款项净额估计，我们的董事认为，我们目前可用的营运资金充足，且自本招股说明书日期起至少未来12个月内亦属充足。
The following table sets forth a summary of our current assets and liabilities as of the dates indicated:
| | As of December 31, | | | As of March 31, 2025 | |---|---|---|---|---| | | 2022 | 2023 | 2024 | (Unaudited) | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |
| | 2022 | 2023 | 2024 | As of March 31, 2025 | |---|---|---|---|---| | Inventories | 76,668,899 | 45,433,890 | 59,835,533 | 65,639,666 | | Trade and bills receivables | 61,492,601 | 65,772,258 | 64,265,913 | 60,350,906 | | Contract assets | 174,863 | 233,964 | 400,626 | 261,473 | | Prepayments, deposits and other assets | 37,735,999 | 21,339,971 | 19,804,706 | 23,478,787 | | Financial assets at FVTPL | 1,981,328 | 7,767 | 14,282,253 | 21,421,660 | | Financial assets at FVTOCI | 18,965,715 | 55,289,319 | 53,309,701 | 43,910,963 | | Derivative financial instruments | 575,638 | – | – | – | | Bank balances, deposits and cash | 190,139,815 | 261,710,833 | 298,243,356 | 315,235,089 | | **Total current assets** | **387,734,858** | **449,788,002** | **510,142,088** | **530,298,544** |
| | 2022 | 2023 | 2024 | As of March 31, 2025 | |---|---|---|---|---| | Trade and bills payables | 191,747,512 | 167,825,751 | 179,476,484 | 191,098,136 | | Contract liabilities | 22,444,785 | 23,982,352 | 27,834,446 | 37,088,532 | | Other payables and accruals | 55,704,573 | 58,963,987 | 57,141,230 | 51,745,115 | | Borrowings | 21,534,521 | 22,059,847 | 42,373,738 | 38,588,316 | | Lease liabilities | 113,106 | 106,299 | 182,379 | 183,934 | | Derivative financial instruments | – | 3,941,410 | 2,116,017 | 899,889 | | Income tax payable | 4,216,924 | 10,121,425 | 8,047,240 | 8,604,831 | | **Total current liabilities** | **295,761,421** | **287,001,071** | **317,171,534** | **328,208,753** |
We had net current assets of RMB92.0 billion, RMB162.8 billion, RMB193.0 billion and RMB202.1 billion as of December 31, 2022, 2023 and 2024, and March 31, 2025, respectively.
Our net current assets increased from RMB92.0 billion as of December 31, 2022 to RMB162.8 billion as of December 31, 2023, primarily attributable to an increase in current assets as a result of: (i) an increase of RMB71.6 billion in bank balances, deposits and cash, and (ii) an increase of RMB36.3 billion in financial assets at FVTOCI; this increase was partially offset by a decrease of RMB31.2 billion in inventories, as well as a decrease in current liabilities primarily as a result of a decrease of RMB23.9 billion in trade and bills payables.
Our net current assets increased from RMB162.8 billion as of December 31, 2023 to RMB193.0 billion as of December 31, 2024, primarily attributable to an increase in current assets, mainly including: (i) an increase of RMB36.5 billion in bank balances, deposits and cash, (ii) an increase of RMB14.4 billion in inventories, and (iii) an increase of RMB14.3 billion in financial assets at FVTPL; this increase was partially offset by an increase in current liabilities, primarily due to (i) an increase of RMB20.3 billion in borrowings, and (ii) an increase of RMB11.7 billion in trade and bills payables.
Our net current assets increased from RMB193.0 billion as of December 31, 2024 to RMB202.1 billion as of March 31, 2025, primarily attributable to an increase in current assets, mainly including: (i) an increase of RMB17.0 billion in bank balances, deposits and cash, and (ii) an increase of RMB7.1 billion in financial assets at FVTPL; this increase was partially offset by an increase in current liabilities, primarily due to (i) an increase of RMB11.6 billion in trade and bills payables, and (ii) an increase of RMB9.3 billion in contract liabilities.
The following table sets forth a summary of our consolidated cash flow statements for the years indicated.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Net cash generated from operating activities | 61,208,844 | 92,826,125 | 96,990,344 | | Net cash used in investing activities | (64,139,843) | (29,187,763) | (48,875,311) | | Net cash generated from/(used in) financing activities | 82,266,431 | 14,716,362 | (14,524,234) | | Net increase in cash and cash equivalents | 79,335,432 | 78,354,724 | 33,590,799 | | Cash and cash equivalents at beginning of the year | 75,505,735 | 157,629,318 | 238,165,487 | | Effect of exchange rate changes | 2,788,151 | 2,181,445 | (1,596,552) | | Cash and cash equivalents at the end of the year | 157,629,318 | 238,165,487 | 270,159,734 |
Net cash generated from operating activities in 2024 was RMB97.0 billion, primarily due to proceeds from sales of goods of RMB417.5 billion, partially offset by (i) cash paid for material and services of RMB285.5 billion, (ii) income tax and other taxes paid of RMB28.5 billion, and (iii) cash paid for salaries of RMB25.5 billion.
Net cash generated from operating activities in 2023 was RMB92.8 billion, primarily due to proceeds from sales of goods of RMB417.9 billion, partially offset by (i) cash paid for material and services of RMB310.5 billion, and (ii) cash paid for salaries of RMB21.1 billion.
Net cash generated from operating activities in 2022 was RMB61.2 billion, primarily due to proceeds from sales of goods of RMB305.8 billion, partially offset by (i) cash paid for material and services of RMB235.3 billion, and (ii) cash paid for salaries of RMB18.2 billion.
Net cash used in investing activities in 2024 was RMB48.9 billion, primarily attributable to (i) net payments for purchase of property, plant and equipment, intangible assets and prepaid lease payments (total payments for purchase of property, plant and equipment, intangible assets and prepaid lease payments minus proceeds from disposal of these assets) of RMB31.1 billion, and (ii) net payments for investments in associates and joint ventures and financial assets at fair value (total investments in associates and joint ventures and financial assets at fair value minus proceeds from disposal of these assets) of RMB20.1 billion.
Net cash used in investing activities in 2023 was RMB29.2 billion, primarily due to net payments for purchase of property, plant and equipment, intangible assets and prepaid lease payments (total payments for purchase of property, plant and equipment, intangible assets and prepaid lease payments minus proceeds from disposal of these assets) of RMB33.6 billion, partially offset by net proceeds from disposal of associates and joint ventures and financial assets (total proceeds from disposal of associates and joint ventures and financial assets minus payment for investments in these assets) of RMB2.0 billion.
Net cash used in investing activities in 2022 was RMB64.1 billion, primarily due to (i) net payments for purchase of property, plant and equipment, intangible assets and prepaid lease payments (total payments for purchase of property, plant and equipment, intangible assets and prepaid lease payments minus proceeds from disposal of these assets) of RMB48.2 billion, and (ii) net payments for investments in associates and joint ventures and financial assets at fair value (total payments for investments in associates and joint ventures and financial assets at fair value minus proceeds from disposal of these assets) of RMB11.5 billion.
Net cash used in financing activities in 2024 was RMB14.5 billion, primarily due to (i) dividends paid to owners of our Company of RMB22.1 billion, and (ii) repayment of borrowings of RMB20.0 billion, partially offset by proceeds from borrowings of RMB30.6 billion.
Net cash generated from financing activities in 2023 was RMB14.7 billion, primarily due to proceeds from borrowings of RMB46.6 billion, partially offset by (i) repayment of borrowings of RMB23.8 billion, and (ii) dividends paid to owners of our Company of RMB6.1 billion.
Net cash generated from financing activities in 2022 was RMB82.3 billion, primarily due to (i) proceeds from borrowings of RMB56.0 billion, and (ii) proceeds from private placement and restricted share plan of RMB45.4 billion, partially offset by repayment of borrowings of RMB17.6 billion.
As of December 31, 2022, 2023 and 2024 and March 31, 2025, except as disclosed in the table below, we did not have any material indebtedness.
| | As of December 31, | | | As of March 31, 2025 | |---|---|---|---|---| | | 2022 | 2023 | 2024 | | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | | **Current** | | | | | | Borrowings | 21,534,521 | 22,059,847 | 42,373,738 | 38,588,316 | | Lease liabilities | 113,106 | 106,299 | 182,379 | 183,934 | | **Subtotal** | **21,647,627** | **22,166,146** | **42,556,117** | **38,772,250** | | **Non-current** | | | | | | Borrowings | 79,327,247 | 104,035,996 | 94,611,079 | 98,240,364 | | Lease liabilities | 572,350 | 283,296 | 662,814 | 571,789 | | **Subtotal** | **79,899,597** | **104,319,292** | **95,273,893** | **98,812,153** | | **Total** | **101,547,224** | **126,485,438** | **137,830,010** | **137,584,403** |
During the Track Record Period, our borrowings mainly included bank borrowings and corporate bonds. As of December 31, 2022, 2023 and 2024, we had total borrowings of RMB100.9 billion, RMB126.1 billion and RMB137.0 billion, respectively.
During the Track Record Period, our borrowings were obtained from commercial banks and financial institutions, with the effective interest rates ranging from 0.65% to 6.33% per annum. Our bank borrowings agreements contain standard terms, conditions and covenants that are customary for commercial bank loans. In addition, we have the contractual obligation to repurchase certain equity interest in entities controlled by us and third parties according to the investment agreements and partnership agreements. For details, see Note 32 to the Accountants' Report as set out in Appendix I of this prospectus.
As of March 31, 2025, we had total borrowings of RMB136.8 billion. The majority of our bank borrowings were unsecured as of the same date.
During the Track Record Period, our corporate bonds were listed and/or issued on the Shenzhen Stock Exchange, the Hong Kong Stock Exchange and the China Interbank Bond Market. Our corporate bonds amounted to RMB22.3 billion, RMB19.4 billion, RMB19.4 billion and RMB19.4 billion as of December 31, 2022, 2023 and 2024 and March 31, 2025, respectively.
During the Track Record Period, our lease liabilities were primarily in relation to our lease of land use rights and buildings used in its operations. We recorded lease liabilities in aggregate of RMB0.7 billion, RMB0.4 billion, RMB0.8 billion and RMB0.8 billion as of December 31, 2022, 2023 and 2024 and March 31, 2025, respectively.
As of March 31, 2025, we did not have any material contingent liabilities.
During the Track Record Period and up to the Latest Practicable Date, save as disclosed above, we did not have any bank and other loans, or any issued and outstanding or agreed to be issued loan capital, bank overdrafts, borrowings or similar indebtedness, liabilities under acceptances (other than ordinary trade bills), acceptance credits, debentures, mortgages, charges, hire purchase commitments or finance lease commitments, guarantees or other material contingent liabilities.
There had not been any material change in our indebtedness since March 31, 2025 and up to the Latest Practicable Date.
In addition, during the Track Record Period and up to the Latest Practicable Date, we did not have any material defaults or breaches of covenants in repayment of indebtedness.
The details of our capital expenditure during the Track Record Period are summarized as follows.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Construction in progress | 65,758,746 | 43,300,590 | 29,713,936 | | Machinery | 217,754 | 436,435 | 484,521 | | Properties and buildings | 12,895 | 130,422 | 200,072 | | Exterior facilities and others | 326,769 | 261,893 | 694,305 | | Special equipment | 2,327 | 129,430 | 246,351 | | Electronic equipment | 21,461 | 47,307 | 35,288 | | Transportation equipment | 33,653 | 18,472 | 33,391 | | Other equipment | 13,006 | 13,904 | 6,495 | | **Total** | **66,386,611** | **44,338,453** | **31,414,359** |
Our capital commitments at the end of each year during the Track Record Period primarily represented contracted but unprovided commitments for property, plant and equipment, and subscribed capital contribution of associated companies. As of December 31, 2022, 2023 and 2024, our capital commitments amounted to RMB51.5 billion, RMB9.9 billion and RMB11.3 billion, respectively.
For details of our related party transactions during the Track Record Period, see Note 43 to the Accountants' Report as set out in Appendix I to this prospectus.
We enter into transactions with our related parties from time to time. Our Directors are of the view that each of the related party transactions in Note 43 to the Accountants' Report as set out in Appendix I to this prospectus was conducted in the ordinary course of business on an arm's length basis and on normal commercial terms between the relevant parties. Our Directors are of the view that our related party transactions during the Track Record Period would not distort our track record results or cause our historical results to become non-reflective of our future performance.
The following table set forth our key financial ratios as of the dates or for the years indicated.
| | For the year ended/as of December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | Net profit margin | 10.2% | 11.8% | 15.3% | | Weighted average return on equity (ROE)(1) | 24.7% | 24.3% | 24.7% | | Current ratio(2) | 1.3 | 1.6 | 1.6 | | Quick ratio(3) | 1.1 | 1.4 | 1.4 | | Debt-to-asset ratio(4) | 70.6% | 69.3% | 65.2% | | Interest-bearing debt ratio(5) | 16.8% | 17.6% | 17.4% | | Operating cash flow conversion ratio(6) | 1.8 | 2.0 | 1.8 |
(1) Weighted average return on equity (ROE) is calculated by dividing the profit attributable to owners of the Company for the year by the monthly weighted average of equity attributable to owners of the Company.
(2) The current ratio is calculated as current assets divided by current liabilities as of the relevant date.
(3) The quick ratio is defined as current assets minus inventories, divided by current liabilities as of the relevant date.
(4) The debt-to-asset ratio is calculated by dividing the total liabilities by the total assets as of the relevant date.
(5) The interest-bearing debt ratio is calculated as interest-bearing debt divided by total assets as of the relevant date.
Currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
We are exposed to currency risks primarily through sales and purchases which give rise to receivables, payables, interest-bearing borrowings and bank balances that are denominated in a foreign currency, i.e., a currency other than the functional currency of the entities to which the transactions relate. The foreign currencies giving rise to this risk are primarily USD and EUR.
Foreign currency risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that is not the respective functional currency of our subsidiaries. To ensure our currency risk exposure is kept to an acceptable level and aiming to minimize the gap between assets and liabilities in the same currency, foreign exchange contracts (i.e., forward foreign exchange contracts) are usually used to manage foreign currency risk associated with foreign currency-denominated assets and liabilities.
We are exposed to commodity price risk mainly arising from lithium, nickel and cobalt, whose price fluctuations could affect our results of operations.
To address material price fluctuations and supply risks, we optimize our supply chain through measures such as self-operated mining and production of raw materials, investment partnerships, and signing long-term procurement agreements. We have included price adjustment mechanisms in our framework sales agreement or supplementary agreements, giving us flexibility to adjust the pricing of our products. In addition, we use derivative financial instruments (including commodity price risk contracts) to manage a portion of the associated risks.
See "Financial Information — Discussion of Certain Key Items of Consolidated Statements of Financial Position — Derivative Financial Instruments" for a detailed description of our commodity hedging activities.
We are exposed to equity price risk mainly arising from investments in listed equity held by us that are classified as financial assets at FVTPL or FVTOCI which will not be sold within one year. For more details, including relevant sensitivity analysis, see Note 46 to the Accountants' Report as set out in Appendix I of this prospectus.
Our interest rate risk primarily arises from long-term interest-bearing borrowings, corporate bonds and lease liabilities. Long-term borrowings issued at variable rates expose us to cash flow interest rate risk. Long-term borrowings issued at fixed rates, bond payables and lease liabilities bearing fixed rates expose us to fair value interest rate risk.
We have been monitoring the level of interest rates. The increase in the interest rates will increase the interest costs of borrowings at variable rates, which will further impact our performance. To hedge against the variability in the cash flows arising from a change in market interest rates, we may enter into certain interest rate swap contracts to swap variable rates into fixed rates.
Credit risk refers to the risk that the counterparty to a financial instrument would fail to discharge its obligation under the terms of the financial instrument and cause a financial loss to us. Our exposure to credit risk mainly arises from granting credit to customers in the ordinary course of our operations and from our investing activities.
Our maximum exposure to credit risk is represented by the carrying amount of each financial asset measured at amortised cost and trade and bills receivables measured at FVTOCI as disclosed in Note 44 to the Accountants' Report as set out in Appendix I to this prospectus.
We aim to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying businesses, we maintain flexibility in funding by maintaining adequate balances of such.
During the Track Record Period, we declared cash dividends to our Shareholders as follows.
| | For the year ended December 31, | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Dividends attributable to the year | | | | | Interim dividend | 1,593,064 | – | – | | Final and special dividend | – | 6,154,689 | 27,458,131 |
As of the date of this prospectus, we have paid these dividends in full.
The estimated net proceeds from the Global Offering are based on the Offer Price of HK$263.00 per Share, after deducting the estimated underwriting commission and other related expenses payable by the Company, and have been converted into RMB at an exchange rate of HK$1.00 to RMB0.9258 (being the central parity rate of RMB against HKD as announced by the People's Bank of China on March 14, 2025). The actual exchange rate may differ from this estimate.
The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company per Share is calculated based on the total number of Shares in issue immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option is not exercised and no Shares are issued pursuant to the Over-allotment Option) of 4,505,827,226 Shares.
No adjustment has been made to reflect any trading results or other transactions of our Group entered into subsequent to December 31, 2024.
The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company per Share stated in HK$ is converted from RMB at an exchange rate of HK$1.00 to RMB0.9258 (being the central parity rate of RMB against HKD as announced by the People's Bank of China on March 14, 2025).
The following unaudited pro forma statement of adjusted consolidated net tangible assets of our Group prepared in accordance with Rule 4.29 of the Listing Rules is to illustrate the effect of the Global Offering on the net tangible assets of our Group attributable to owners of the Company as of December 31, 2024 as if the Global Offering had taken place on that date.
The unaudited pro forma statement of adjusted consolidated net tangible assets of our Group has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not provide a true picture of the net tangible assets of our Group attributable to owners of our Company had the Global Offering been completed as of December 31, 2024 or at any future date. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets to reflect any trading results or open transactions of our Group entered into subsequent to December 31, 2024.
| | Audited consolidated net tangible assets attributable to owners of our Company as of December 31, 2024 RMB'000 (Note 1) | Estimated net proceeds from the Global Offering RMB'000 (Note 2) | Unaudited pro forma adjusted consolidated net tangible assets attributable to owners of our Company as of December 31, 2024 RMB'000 | Unaudited pro forma adjusted consolidated net tangible assets attributable to owners of our Company per Share as of December 31, 2024 RMB (Note 3) | Unaudited pro forma adjusted consolidated net tangible assets attributable to owners of our Company per Share as of December 31, 2024 HK$ (Note 5) | |---|---|---|---|---|---| | Based on an Offer Price of HK$263.00 per Share | 242,288,390 | 28,534,185 | 270,822,575 | 60.11 | 64.71 |
(1) The audited consolidated net tangible assets attributable to owners of the Company as of December 31, 2024 is extracted from the Accountants' Report set out in Appendix I to this prospectus, which is based on the consolidated net tangible assets attributable to owners of the Company as of December 31, 2024 of approximately RMB246,930,032,000 after deducting the Group's goodwill and intangible assets attributable to owners of the Company of approximately RMB667,687,000 and RMB3,973,955,000 respectively as of December 31, 2024.
(2) The estimated net proceeds from the Global Offering are based on the Offer Price of HK$263.00 per Share, after deducting the estimated underwriting commission and other related expenses payable by the Company, and have been converted into RMB at an exchange rate of HK$1.00 to RMB0.9258 (being the central parity rate of RMB against HKD as announced by the People's Bank of China on March 14, 2025). The actual exchange rate may differ from this estimate.
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company per Share is calculated based on the total number of Shares in issue immediately following the completion of the Global Offering (assuming the Offer Size Adjustment Option is not exercised and no Shares are issued pursuant to the Over-allotment Option) of 4,505,827,226 Shares.
(4) No adjustment has been made to reflect any trading results or other transactions of our Group entered into subsequent to December 31, 2024.
(5) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company per Share stated in HK$ is converted from RMB at an exchange rate of HK$1.00 to RMB0.9258 (being the central parity rate of RMB against HKD as announced by the People's Bank of China on March 14, 2025).
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the Company per Share is arrived at after the adjustments referred to in the preceding paragraphs and on the basis that 4,505,297,887 Shares (representing 4,403,466,458 Shares in issue as of December 31, 2024, excluding 16,063,071 treasury shares as of December 31, 2024, adding 117,894,500 Offer Shares) were in issue, assuming that the Global Offering had been completed on December 31, 2024 but does not take into account of any Shares which may be allotted and issued by the Company upon the exercise of the Offer Size Adjustment Option and the Over-allotment Option, any Shares which may be issued by the Company upon the exercise of any options may be granted under the Share Incentive Plans or any Shares which may be issued or repurchased by the Company.
(4) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of our Group attributable to owners of our Company as of December 31, 2024 to reflect any trading results or other transactions of our Group entered into subsequent to December 31, 2024. In particular, the unaudited pro forma adjusted consolidated net tangible assets of our Group attributable to owners of our Company has not taken into account payment of dividend of RMB19,975,848,000 which was approved by the Shareholders on April 8, 2025. The unaudited pro forma adjusted consolidated net tangible assets of our Group attributable to owners of our Company per Share would have been HK$59.94 per Share if the dividend declaration had been accounted for as at December 31, 2024.
(5) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the translation of Renminbi amounts into Hong Kong dollars has been made at a rate of RMB0.92891 to HK$1.00. No representation is made that Renminbi amounts have been, could have been or could be converted to Hong Kong dollars, or vice versa, at that rate.
Our Directors confirm that, up to the date of this Prospectus, there had been no material adverse change in our business, financial condition and results of operations since December 31, 2024, which is the end date of the years reported on in the Accountants' Report as set out in Appendix I to this prospectus, and there is no event since December 31, 2024 which would materially affect the information in the Accountants' Report as set out in Appendix I to this prospectus.
For a description of our unaudited financial information for the three months ended March 31, 2025, please refer to "Summary — Recent Development and No Material Adverse Change — Recent Development — Unaudited Financial Information for the Three Months Ended March 31, 2025."
Our Cash Dividend Distribution Plan for 2024 was reviewed and approved at the Annual General Meeting of 2024 held on April 8, 2025, declaring a cash dividend of RMB45.53 (tax inclusive) per 10 Shares to be paid to all Shareholders. This dividend distribution was completed on April 22, 2025.
Our Directors have confirmed that, as of the Latest Practicable Date, they were not aware of any circumstance that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules.
We have entered into cornerstone investment agreements (each a "Cornerstone Investment Agreement", and together the "Cornerstone Investment Agreements") with the cornerstone investors set out below (each a "Cornerstone Investor", and together the "Cornerstone Investors"), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of 100 H Shares) that may be purchased for an aggregate amount of approximately US$2,627.96 million (or approximately HK$20,370.77 million, calculated based on an exchange rate of US$1.00 to HK$7.75156) and exclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee) (the "Cornerstone Placing").
Based on the Offer Price of HK$263.00 per H Share, being the maximum Offer Price, the total number of Offer Shares to be subscribed for by the Cornerstone Investors would be 77,455,400 H Shares. The table below reflects the shareholding immediately after the Global Offering assuming there is no other change made to the issued share capital of our Company between the Latest Practicable Date and the Listing.
| | Assuming the Offer Size Adjustment Option is not exercised | | Assuming the Offer Size Adjustment Option is exercised in full | | |---|---|---|---|---| | | Assuming the Over-allotment Option is not exercised | | Assuming the Over-allotment Option is exercised in full | | | | Approximate % of the Offer Shares | Approximate % of the total issued share capital(1) | Approximate % of the Offer Shares | Approximate % of the total issued share capital(1) | | | 65.70 | 1.71 | 57.13 | 1.71 |
through QDIIs, the QDIIs) is financed directly or indirectly by our Company, the Directors, the Supervisors, chief executive, substantial Shareholders, existing Shareholders or any of their respective subsidiaries or their respective close associates.
注释： (1) 假设于最后实际可行日期至上市日期（或行使超额配股权之日期（如适用））之间，本公司已发行股本概无其他变动。
我们相信，基础投资者认购彰显了基础投资者对本公司及其业务前景的信心，且基础投资者认购将有助提升本公司的形象。我们在日常营运过程中，通过本集团的商业网络，或通过本公司的业务伙伴或全球发售联席协调人的介绍，与各基础投资者相识。
基础投资者认购将构成国际发售的一部分，除非获得联交所的另行批准，基础投资者（就邮储银行财富及洛阳科技投资而言，其将通过合格境内机构投资者（"合格境内机构投资者"）认购本公司的发售股份，即相关合格境内机构投资者）及其各自的紧密联系人将不会在全球发售下认购任何发售股份（基础投资协议项下的认购除外）。基础投资者（就邮储银行财富及洛阳科技投资而言，其将通过合格境内机构投资者认购本公司的发售股份，即相关合格境内机构投资者）所认购的发售股份，将在各方面与本公司于全球发售完成后发行的已缴足H股同等排列，并将计入上市规则第8.08条规定的本公司公众持股量。于全球发售完成后，基础投资者或其紧密联系人将不会凭借其基础投资在本公司取得任何董事会席位；且基础投资者及其紧密联系人均不会成为本公司的主要股东。除在最终发售价获保证配发相关发售股份外，与其他公众股东相比，基础投资者在各自的基础投资协议项下并不享有任何优先权利。本公司与基础投资者之间并无任何附带安排或协议，亦无任何直接或间接因上市而给予基础投资者的利益，惟按照上市指引第4.15章所载原则，在最终发售价获保证配发相关发售股份除外。
在基础投资者中，KIA、HHLR CF, L.P.、Abstract Enigma Limited、RBC Global Asset Management (Asia) Limited、泰康人寿、中国太保投资者、未来资产投资者、WT、恒毅、上海高毅、香港景林、上海景林及瑞银资产管理新加坡，均为现有少数股东或其各自的紧密联系人。联交所已就严格遵守上市规则第10.04条的规定给予豁免，并根据上市规则附录F1第5(2)段及上市指引第4.15章第17段给予同意，以允许将国际发售中的H股配售予若干现有少数股东及╱或其紧密联系人。详情请参阅"豁免及豁除——就现有股东紧密联系人认购发售股份豁免严格遵守上市规则第10.04条及根据上市规则附录F1第5(2)段和指引第4.15章第17段给予同意"。
除另行披露者外，据本公司所知，(i) 除为现有少数股东或其各自紧密联系人的基础投资者外，各基础投资者（就邮储银行财富及洛阳科技投资而言，其将通过合格境内机构投资者认购本公司的发售股份，即相关合格境内机构投资者）均为独立第三方；(ii) 除为现有少数股东或其各自紧密联系人的基础投资者外，各基础投资者（就邮储银行财富及洛阳科技投资而言，其将通过合格境内机构投资者认购本公司的发售股份，即相关合格境内机构投资者）均不习惯于就收购、出售、投票或其他处置发售股份事宜接受本公司、董事、监事、行政总裁、主要股东、现有股东或其各自附属公司或其各自紧密联系人的指示；及 (iii) 除为现有少数股东或其各自紧密联系人的基础投资者外，各基础投资者（就邮储银行财富及洛阳科技投资而言，其将通过合格境内机构投资者认购本公司的发售股份，即相关合格境内机构投资者）认购相关发售股份均未获本公司、董事、监事、行政总裁、主要股东、现有股东或其各自附属公司或其各自紧密联系人直接或间接提供融资。
通过QDII（合格境内机构投资者）进行认购的，相关QDII的资金并非来自本公司、董事、监事、行政总裁、主要股东、现有股东或其各自附属公司或各自紧密联系人，每位基石投资者将以其内部财务资源、其股东的财务资源或（就基石投资者为基金或投资管理人的情况而言）其为投资者管理的资产作为认购发售股份的资金来源，且每位基石投资者均有充足资金完成其在基石配售项下的各自投资；以及（v）每位基石投资者已确认，已就基石配售取得所有必要批准，且无需就相关基石配售取得任何证券交易所的特定批准（如适用）。此外，据本公司所知，除另有披露外，各基石投资者之间相互独立，并各自作出独立的投资决定。
各基石投资者已同意，在联交所开始买卖本公司H股前，就其已认购的相关发售股份付款。
部分基石投资者已同意，本公司、联席保荐人及整体协调人可自行决定将其认购的全部或部分发售股份的交付延迟至上市日期之后的某一日期。该延迟交付安排旨在便利国际发售的超额配售。若国际发售无超额配售，则不会有延迟交付。若发生延迟交付，则（i）将根据与基石投资者的商业谈判结果，对部分基石投资者进行发售股份的延迟交付；（ii）延迟交付日期应不晚于超额配售权可行使的最后一日后第三个营业日；（iii）就延迟交付安排，不会向相关基石投资者额外付款；以及（iv）每位基石投资者均已同意，其仍须于上市前就相关发售股份全额付款。因此，基石投资者不会有任何延迟结算付款的安排。
将分配予基石投资者的发售股份实际数目的详情，将于本公司拟于2025年5月19日（星期一）或前后刊发的分配结果公告中披露。
据本公司及整体协调人所知，并根据基石投资者及╱或其紧密联系人于本招股章程日期的初步投资意向，若干基石投资者及╱或其紧密联系人可能作为承配人参与国际发售，并在全球发售中进一步认购发售股份。联交所已就严格遵守《上市规则》第10.04条的规定给予豁免，并已就《上市规则》附录F1第5(2)段及《上市指引》第4.15章第17段给予同意，允许在国际发售中向若干将作为承配人进一步认购发售股份的基石投资者配发H股。详情请参阅"豁免及豁除——就现有股东及╱或其紧密联系人认购发售股份事宜，豁免严格遵守《上市规则》第10.04条及同意《上市规则》附录F1第5(2)段及《上市指引》第4.15章第17段的规定"。
该等基石投资者及╱或其紧密联系人是否会于国际发售中提交认购申请尚不确定，并将视乎该等投资者的最终投资决定及全球发售的条款及条件而定。
| | | 约占 | 约占 | 约占 | 约占 | 约占 | 约占 | 约占 | 约占 | |---|---|---|---|---|---|---|---|---|---|---| | 基石投资者 | 投资金额（百万美元）(1) | 发售股份数目(2) | 发售股份% | 已发行股本%(3) | 发售股份% | 已发行股本%(3) | 发售股份% | 已发行股本%(3) | 发售股份% | 已发行股本%(3) | | 中石化香港 (Sinopec HK) | 500 | 14,736,800 | 12.50 | 0.33 | 10.87 | 0.32 | 10.87 | 0.32 | 9.45 | 0.32 | | KIA | 500 | 14,736,800 | 12.50 | 0.33 | 10.87 | 0.32 | 10.87 | 0.32 | 9.45 | 0.32 | | HHLR CF, L.P. | 200 | 5,894,700 | 5.00 | 0.13 | 4.35 | 0.13 | 4.35 | 0.13 | 3.78 | 0.13 | | 上海高毅 (Shanghai Gaoyi) 及中国国际金融香港证券有限公司 (CICC Financial Trading Limited)（就高毅场外掉期而言） | 120 | 3,536,800 | 3.00 | 0.08 | 2.61 | 0.08 | 2.61 | 0.08 | 2.27 | 0.08 | | 恒毅资产管理 (Perseverance Asset Management) | 80 | 2,357,800 | 2.00 | 0.05 | 1.74 | 0.05 | 1.74 | 0.05 | 1.51 | 0.05 | | Zenith Hop | 110 | 3,242,000 | 2.75 | 0.07 | 2.39 | 0.07 | 2.39 | 0.07 | 2.08 | 0.07 | | Abstract Enigma Limited | 100 | 2,947,300 | 2.50 | 0.07 | 2.17 | 0.06 | 2.17 | 0.06 | 1.89 | 0.06 | | 上海景林 (Shanghai Greenwoods) 及中国国际金融香港证券有限公司 (CICC Financial Trading Limited)（就景林场外掉期而言） | 50 | 1,473,600 | 1.25 | 0.03 | 1.09 | 0.03 | 1.09 | 0.03 | 0.95 | 0.03 | | 香港景林 (HK Greenwoods) | 50 | 1,473,600 | 1.25 | 0.03 | 1.09 | 0.03 | 1.09 | 0.03 | 0.95 | 0.03 |
| | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---| | Pinpoint | 100 | 2,947,300 | 2.50 | 0.07 | 2.17 | 0.06 | 2.17 | 0.06 | 1.89 | 0.06 | | UBS AM Singapore | 100 | 2,947,300 | 2.50 | 0.07 | 2.17 | 0.06 | 2.17 | 0.06 | 1.89 | 0.06 | | WT | 100 | 2,947,300 | 2.50 | 0.07 | 2.17 | 0.06 | 2.17 | 0.06 | 1.89 | 0.06 | | CPE Investment | 80 | 2,357,800 | 2.00 | 0.05 | 1.74 | 0.05 | 1.74 | 0.05 | 1.51 | 0.05 | | Oaktree | 75 | 2,210,500 | 1.87 | 0.05 | 1.63 | 0.05 | 1.63 | 0.05 | 1.42 | 0.05 | | MX Bright | 70 | 2,063,100 | 1.75 | 0.05 | 1.52 | 0.05 | 1.52 | 0.05 | 1.32 | 0.05 | | Mirae Investors | 60 | 1,768,400 | 1.50 | 0.04 | 1.30 | 0.04 | 1.30 | 0.04 | 1.13 | 0.04 | | RBC Global Asset Management (Asia) Limited | 53 | 1,562,100 | 1.32 | 0.03 | 1.15 | 0.03 | 1.15 | 0.03 | 1.00 | 0.03 | | CPIC Investors | 50 | 1,473,600 | 1.25 | 0.03 | 1.09 | 0.03 | 1.09 | 0.03 | 0.95 | 0.03 | | LMR Master Fund | 50 | 1,473,600 | 1.25 | 0.03 | 1.09 | 0.03 | 1.09 | 0.03 | 0.95 | 0.03 | | LUOYANG Sci-Tech Inv. | 50 | 1,473,600 | 1.25 | 0.03 | 1.09 | 0.03 | 1.09 | 0.03 | 0.95 | 0.03 | | PSBC Wealth | 50 | 1,473,600 | 1.25 | 0.03 | 1.09 | 0.03 | 1.09 | 0.03 | 0.95 | 0.03 | | Taikang Life | 50 | 1,473,600 | 1.25 | 0.03 | 1.09 | 0.03 | 1.09 | 0.03 | 0.95 | 0.03 | | Lingotto | 30 | 884,200 | 0.75 | 0.02 | 0.65 | 0.02 | 0.65 | 0.02 | 0.57 | 0.02 |
Notes: (1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy, and to be converted to Hong Kong dollars based on the exchange rate as disclosed in this prospectus.
(2) Rounded down to the nearest whole board lot of 100 H Shares.
(3) Assuming no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the date of exercise of Over-allotment Option.
The information about our Cornerstone Investors set forth below has been provided by the Cornerstone Investors in connection with the Cornerstone Placing.
Sinopec (Hong Kong) Limited ("Sinopec HK") is a company incorporated in Hong Kong in 1989. It is principally engaged in the operation of petrol and gas stations, provision of aviation fuel refueling services at airports, supply of liquid petroleum gas (LPG), wholesale and direct sales of gasoline, diesel and fuel oil, international trading of refined oil products, sales and provision of services of Easy Joy convenience store products, cross-border e-commerce and other related businesses. Sinopec HK is a leading energy supplier in Hong Kong and a renowned oil products trader and service provider in the Asia-Pacific region.
Sinopec HK is a wholly-owned subsidiary of Sinopec Marketing Company Limited, and its ultimate beneficial owner is China Petrochemical Corporation ("Sinopec Group"). Established in 1983 and headquartered in Beijing, Sinopec Group is an ultra-large-scale integrated energy and petrochemical company with upstream, mid-stream and downstream operations, involving in production, supply and sales in both domestic market and overseas export. Sinopec Group is the largest supplier of refined oil and petrochemical products in China. It is the world's largest refining company and second largest chemical company. It ranks the second globally in terms of the number of gas stations. It has been among the top on Fortune's Global 500 List in recent years.
Kuwait Investment Authority ("KIA") is the State-owned sovereign wealth fund of the State of Kuwait, managing the state's General Reserve Fund and the state's Future Generations Fund. The KIA invests across asset classes and markets around the globe and is the world's first sovereign wealth fund.
HHLR CF, L.P. is a limited partnership formed under the laws of the Cayman Islands and is managed by HHLR Advisors, Ltd. ("HHLRA"), which is part of the Hillhouse Group. There is no individual limited partner investor who holds an economic interest of 30% or more in HHLR CF, L.P.
HHLRA与行业领军企业开展合作，致力于与工业、消费、医疗健康及商业服务领域具有可持续发展理念的前瞻性企业建立战略协同关系。HHLRA为全球机构管理资本，包括非营利基金会、捐赠基金及养老基金。
中国国际金融股份有限公司金融交易有限公司（"中金金融交易"）及中国国际金融股份有限公司（"中金公司"）将相互之间及与最终客户（"中金金融交易最终客户（高毅）"）订立一系列跨境Delta-one场外掉期交易（统称"高毅场外掉期"），据此，中金金融交易将以非全权委托方式持有发售股份，以对冲高毅场外掉期，而相关发售股份的经济风险和回报将转移至中金金融交易最终客户（高毅），但须扣除惯例费用及佣金。高毅场外掉期将由中金金融交易最终客户（高毅）全额出资。在高毅场外掉期存续期间，中金金融交易认购的发售股份的所有经济回报将通过高毅场外掉期转移至中金金融交易最终客户（高毅），所有经济损失亦由中金金融交易最终客户（高毅）通过高毅场外掉期承担，中金金融交易将不参与发售股份的任何经济回报，亦不承担任何经济损失。高毅场外掉期与发售股份挂钩，中金金融交易最终客户（高毅）可于锁定期届满后（锁定期自中金金融交易与本公司签订基石协议之日起计，至上市日期起计六个月届满之日止），自行决定要求提前终止高毅场外掉期，届时中金金融交易可根据高毅场外掉期的条款及条件处置发售股份并以现金结算高毅场外掉期。尽管中金金融交易将自行持有发售股份的法定所有权，但根据其内部政策，其在高毅场外掉期存续期间将不行使相关发售股份所附带的投票权。据中金金融交易在进行所有合理查询后所知，中金金融交易最终客户（高毅）各方均为中金金融交易、中国国际金融（香港）证券有限公司（"中金香港证券"）及与中金香港证券同属同一集团的公司的独立第三方，且概无单一最终实益拥有人持有中金金融交易最终客户（高毅）各方30%或以上的权益。
中金金融交易为中国国际金融股份有限公司的全资子公司，中国国际金融股份有限公司的股份分别于上海证券交易所（股票代码：601995）及联交所（股票代码：3908）上市。中金金融交易为中金香港证券的关联客户（定义见上市规则附录6），代表独立第三方以非全权委托方式持有证券。本公司已就此向联交所申请，联交所亦已根据上市规则附录F1第5(1)段批准，允许本公司将发售股份配发予中金金融交易。详见"豁免及豁免申请——就向关联客户配发发售股份的豁免"。
中金富通終極客戶（高毅）為由上海高毅資產管理合夥企業（有限合夥）（"上海高毅"）管理的若干投資基金（合共不超過六隻基金）。上海高毅為於中國境內設立的有限合夥企業，主要從事資產管理及投資管理，業務重心為二級市場投資。上海高毅持有中國證券投資基金業協會認可的私募投資基金管理人資格。上海高毅的普通合夥人為上海高毅投資管理有限公司（"高毅投資"）。睿遠資產管理為上海高毅的聯屬公司。
根據本公司中國法律顧問的意見，上述交易結構並不違反中國相關法律法規。
Perseverance Asset Management International (Singapore) Pte. Ltd.（"睿遠資產管理"）擔任四隻投資基金及一個獨立管理賬戶（統稱"睿遠基金"）的投資顧問或投資管理人。各睿遠基金中，概無單一最終實益擁有人持有30%或以上的權益。睿遠資產管理為於2018年10月1日在新加坡註冊成立的私人有限公司，並持有新加坡金融管理局頒發的基金管理資本市場服務牌照。睿遠資產管理的最終控股股東為Perseverance Asset Management International，主要從事投資管理及投資顧問服務。睿遠資產管理以投資顧問或投資管理人的身份代表睿遠基金與本公司訂立基礎投資者認購協議。
Zenith Hop International Limited（"Zenith Hop"）為根據英屬維爾京群島法律註冊成立的有限責任公司，主要從事投資控股業務。Zenith Hop概無單一股東持有超過30%的權益。Zenith Hop由Orchid Asia V Group Management, Limited（"Orchid Asia"）管理。Orchid Asia由Orchid Asia V Group, Limited全資擁有，而Orchid Asia V Group, Limited則由林麗明女士全資擁有，並由李嘉文先生憑藉其董事身份對其實施控制。Orchid Asia為一家專注於中國及亞洲投資的私募股權集團。李嘉文先生為Orchid Asia Group Management, Limited的管理合夥人及投資委員會成員，目前亦擔任攜程集團有限公司（股票代碼：TCOM.NQ）董事。林麗明女士為李嘉文先生之配偶。
Abstract Enigma Limited is a company incorporated under the laws of the Cayman Islands and a controlled subsidiary of Boyu Capital Opportunities Master Fund. Boyu Capital Opportunities Master Fund is an exempted company incorporated under the laws of the Cayman Islands and an investment fund managed by Boyu Capital Management (Singapore) Pte. Ltd. ("Boyu"). Boyu holds a capital markets services license and is regulated by the Monetary Authority of Singapore. Engaging in fund management business, Boyu provides growth and transformational capital for leading businesses and entrepreneurs in areas that include technology, healthcare, consumer and business services. Boyu is 100% indirectly owned by Boyu Group, LLC, which is in turn ultimately controlled by Mr. Xiaomeng Tong, an Independent Third Party. There is no single investor holding 30% or more interest in Abstract Enigma Limited through Boyu Capital Opportunities Master Fund.
CICC FT and CICCL will enter into a series of cross border delta-one OTC swap transactions (collectively, the "Greenwoods OTC Swaps") with each other and the ultimate clients (the "CICC FT Ultimate Clients (Greenwoods)"), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the Greenwoods OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients (Greenwoods), subject to customary fees and commissions. The Greenwoods OTC Swaps will be fully funded by the CICC FT Ultimate Clients (Greenwoods). During the terms of the Greenwoods OTC Swaps, all economic returns of the Offer Shares subscribed by CICC FT will be passed to the CICC FT Ultimate Clients (Greenwoods) and all economic loss shall be borne by the CICC FT Ultimate Clients (Greenwoods) through the Greenwoods OTC Swaps, and CICC FT will not take part in any economic return or bear any economic loss in relation to the Offer Shares. The Greenwoods OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate Clients (Greenwoods) may, after expiration of the lock-up period beginning from the date of the cornerstone agreement entered into between CICC FT and the Company and ending on the date which is six months from the Listing Date, request to early terminate the Greenwoods OTC Swaps at their own discretions, upon which CICC FT may dispose of the Offer Shares and settle the Greenwoods OTC Swaps in cash in accordance with the terms and conditions of the Greenwoods OTC Swaps. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching to the relevant Offer Shares during the terms of the Greenwoods OTC Swaps according to its internal policy. To the best of CICC FT's knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients (Greenwoods) is an independent third party of CICC FT, CICCHKS and the companies which are members of the same group of CICCHKS, and no single ultimate beneficial owner holds 30% or more interests in each of the CICC FT Ultimate Clients (Greenwoods).
中金財富是中國國際金融股份有限公司（「中國國際金融」）的全資子公司，中國國際金融的股份分別在上海證券交易所（股票代碼：601995）及聯交所（股票代碼：3908）上市。中金財富是中金香港（根據《上市規則》附錄六所界定）的關聯客戶，代表獨立第三方以非全權委託方式持有證券。本公司已就此向聯交所申請，且聯交所已根據《上市規則》附錄六第5(1)段授予同意，允許本公司向中金財富配發發售股份。詳情請參閱「豁免及豁免申請——有關向關聯客戶配發發售股份的豁免」。
中金財富終端客戶（景林）為由上海景林資產管理有限公司（「上海景林」）管理的若干境內私募基金（合共不超過四隻基金）。上海景林為在中國基金業協會（「中基協」）登記的私募基金管理公司。上海景林是中國最大及最早期的境內資產管理公司之一，主要專注於投資大中華地區的公司。上海景林注重基本面研究、價值投資及本地盡職調查。上海景林管理的基金的投資者包括機構投資者及高淨值專業投資者。蔣錦志先生為上海景林的董事長、主要股東及最終實益擁有人。其他股東均未持有上海景林30%或以上的權益。上海景林確認，作為基礎投資者認購發售股份將由上海景林以境內私募基金的基金管理人身份通過收益互換（TRS）機制進行。根據本公司的中國法律顧問，上述交易架構不違反中國法律法規。
景林資產管理香港有限公司（「港股景林」）是一家在香港成立的有限責任私募基金管理公司。港股景林成立於2005年，是最大及最早期的專注中國市場的資產管理公司之一，主要專注於投資大中華地區的公司。港股景林注重基本面研究、價值投資及本地盡職調查。港股景林管理的基金及賬戶的投資者包括機構投資者及高淨值專業投資者。蔣錦志先生為港股景林的董事長、主要股東及最終實益擁有人。港股景林確認，作為基礎投資者認購發售股份將由港股景林以Golden China Master Fund的投資管理人身份進行，且Golden China Master Fund中沒有任何單一最終實益擁有人持有30%或以上的權益。港股景林與上海景林互為聯屬公司。
CORNERSTONE INVESTORS Pinpoint Pinpoint Asset Management Limited（"Pinpoint"）是其管理基金的投资顾问，其管理的基金均为在开曼群岛注册成立的豁免公司，包括Pinpoint China Fund及Pinpoint Multi-Strategy Master Fund。Pinpoint是一家于2010年6月4日在香港注册成立的有限责任公司。该公司是一家独立的投资研究及管理公司，为机构投资者、养老基金、私人银行、基金中的基金、家族办公室及高净值人士提供主动资产管理服务。其获证监会发牌从事资产管理业务（证券及期货条例所界定的第9类受规管活动）。其由Pinpoint Capital Management Group全资直接持有，并最终由王强先生持有84.1%，由鲍佳蓉女士持有15.9%。除王强先生持有Pinpoint China Fund及Pinpoint Multi-Strategy Master Fund逾30%权益外，概无其他最终实益拥有人持有Pinpoint China Fund及Pinpoint Multi-Strategy Master Fund 30%或以上的权益。
UBS AM Singapore UBS Asset Management (Singapore) Ltd.（"UBS AM Singapore"）是一家于1993年12月在新加坡注册成立的公司，已以投资管理人的受托人身份，代表以下基金与本公司及瑞银集团香港分行订立基石投资协议：(i) UBS (Lux) Equity Fund — Greater China (USD)；(ii) UBS (Lux) Equity Fund — China Opportunity (USD)；(iii) UBS (HK) Fund Series — China Opportunity Equity (USD)；(iv) UBS (Lux) Equity SICAV — All China (USD)；(v) UBS (Lux) Investment SICAV — China A Opportunity (USD)；(vi) UBS (CAY) China A Opportunity；(vii) UBS (Lux) Key Selection SICAV — China Allocation Opportunity (USD)；及(viii)若干其他独立账户及授权管理账户。经UBS AM Singapore确认，概无单一最终实益拥有人持有上述基金30%或以上的权益。
UBS AM Singapore是UBS Asset Management AG（一家投资管理公司）的全资附属公司，而UBS Asset Management AG最终由瑞银集团股份公司（UBS Group AG）全资拥有。UBS Group AG是一家依据瑞士法律组建的股份制公司，已向投资者发行普通股股份。UBS Group AG的股份在瑞士交易所（股份代码：UBSG）及纽约证券交易所（股份代码：UBS）上市。
WT WT Asset Management Limited（"WT"）是一家在香港注册成立的有限责任公司，并获证监会发牌从事第9类（资产管理）受规管活动。WT由王同树先生全资实益拥有，王同树先生为独立第三方。WT已同意促使若干投资者，即WT China Fund Limited、WT China Focus Fund及╱或WT Growth Fund（统称"WT基金"）（WT对其拥有全权委托投资管理权）认购若干数量的投资者股份。WT基金由WT担任投资管理人进行管理。WT基金寻求实现
通过主要投资于受中国内地重大影响或敞口的上市公司证券来实现绝对回报和长期资本增值。WT基金的投资者包括但不限于养老基金、基金中的基金、家族办公室及其他成熟机构投资者。除王同书先生及一家北美养老基金分别持有WT成长基金及WT中国焦点基金逾30%权益外，其他任何单一最终受益所有人均不持有WT基金30%或以上的权益。截至2025年2月28日，WT基金的总资产管理规模约为22.9亿美元。
CPE Redwood Investment Limited（"CPE Investment"）是一家依据英属维尔京群岛法律注册成立的商业公司，主要业务为投资控股。其由CPE Global Opportunities Fund II, L.P.（"CPE GOF II"）全资拥有，CPE GOF II是依据开曼群岛法律设立的豁免有限合伙企业。CPE GOF II的普通合伙人为CPE GOF GP Limited，该公司为一家在开曼群岛注册成立的有限责任公司。CPE GOF GP Limited由CPE Management International Limited直接全资持有，后者又由CPE Management International II Limited全资持有，上述两家公司均为在开曼群岛注册成立的有限责任公司。CPE Management International II Limited由若干自然人股东持有，其中任何人均不控制CPE Management International II Limited。CPE GOF II的投资者基础涵盖企业投资者及创业类投资者。任何有限合伙人或普通合伙人的最终受益所有人均不持有CPE Investment 30%或以上的权益。
Oaktree Capital Management, L.P.（"Oaktree"）是Oaktree Emerging Markets Equity Fund, L.P.及其新兴市场股票策略下若干独立管理账户（各自独立而非共同）（各称"Oaktree基金"，合称"Oaktree基金"）的投资管理人。截至2025年3月31日，Oaktree Emerging Markets Equity Fund, L.P.拥有逾50名有限合伙人，且截至2025年3月31日，Oaktree Emerging Markets Equity Fund, L.P.的任何有限合伙人均不持有该基金30%或以上的权益；其他Oaktree基金均为Oaktree的独立管理账户。Oaktree是一家特拉华州有限合伙企业，已在美国证券交易委员会注册为投资顾问。Oaktree是一家全球另类投资管理公司，凭借其横跨资本结构的投资专长，构建了涵盖信贷、房地产及股票三大类别的多元化全球投资策略组合。Oaktree的投资者基础包括养老计划、保险公司、捐赠基金、基金会及主权财富基金等机构投资者。Brookfield Corporation是一家在纽约证券交易所（股票代码：BN）及多伦多证券交易所（股票代码：BN）上市的公众公司，截至2025年5月1日，其为间接持有Oaktree逾30%经济利益的唯一最终受益所有人。
MX Bright Charm (BVI) Limited（"MX Bright"）是一家在英属维尔京群岛注册成立的公司，由Genesis Capital III LP全资持有，后者的普通合伙人为Genesis Capital III Ltd。Genesis Capital III Ltd由Yuan Capital III Ltd全资持有，后者由彭志坚先生全资持有。持有Genesis Capital III LP 30%或以上权益的最终受益所有人为一家全球机构投资者，而非个人股东。除上述持有30%或以上权益的有限合伙人外，其他任何有限合伙人均不持有Genesis Capital III LP超过30%的合伙权益。
未来资产证券株式会社（"Mirae Securities"）及未来资产环球投资有限公司（"Mirae Asset"，与Mirae Securities合称"Mirae投资者"）已分别与本公司订立基石投资协议。
Mirae Securities是在大韩民国注册成立的最大投资银行之一，提供包括经纪、财富管理、投资银行、销售与交易及自营投资在内的全面金融服务。该公司最终由未来资产资本株式会社控制，后者为在大韩民国注册成立的金融投资公司，主要从事企业贷款、结构性融资及战略投资，以支持更广泛的未来资产金融集团业务。Mirae Securities在韩国交易所上市，股票代码为006800.KS。
Mirae Asset是一家总部位于大韩民国首尔的领先独立资产管理公司。该公司成立于1997年，是未来资产金融集团的核心成员，未来资产金融集团为亚洲最大的金融服务集团之一。该公司已发展成为一家全球资产管理公司，在全球主要金融市场拥有强大的业务布局，业务遍及15个国家和地区，提供创新型投资解决方案。
截至2025年3月，Mirae Asset管理的资产总规模达2,670亿美元，其中ETF资产规模为1,440亿美元，在全球12个市场提供634只ETF产品。除ETF外，该公司还提供传统基金管理、房地产基金管理、基础设施基金管理、私募股权及多资产解决方案等服务。
Mirae Asset由朴炫柱先生持有60.19%股权，未来资产咨询有限公司持有36.92%股权；未来资产咨询有限公司又由朴炫柱先生持有48.49%股权，其配偶亦持有10.15%股权。除朴炫柱先生外，其他任何最终受益所有人均不持有未来资产咨询有限公司30%或以上的股权。
RBC中国股票基金及RBC亚太（日本除外）股票基金由RBC环球资产管理（亚洲）有限公司（"RBC GAM"）提供投资顾问服务，RBC环球资产管理（亚洲）有限公司是加拿大皇家银行资产管理部门RBC环球资产管理（"RBC GAM"）的成员公司。RBC GAM通过独立账户、集合基金、共同基金、对冲基金、交易所买卖基金及专项投资策略，向机构投资者、高净值人士及个人投资者提供全球投资管理服务及解决方案。截至2024年12月31日，RBC GAM旗下各公司管理的资产规模约为4,850亿加元，在加拿大、美国、欧洲及亚洲设有约1,600名员工。RBC中国股票基金及RBC亚太（日本除外）股票基金均无任何最终受益拥有人持有30%或以上权益。
太平洋资产管理有限责任公司（"太平洋资产管理"）及中国太平洋保险（香港）投资管理有限公司（"太保（香港）"，与太平洋资产管理合称"CPIC投资者"）已分别与本公司订立基石投资协议。
太平洋资产管理在中国境内注册成立，是中国太平洋保险（集团）股份有限公司（"太保集团"，于上海证券交易所上市，股票代码：601601；于香港联合交易所上市，股票代码：2601；其全球存托凭证上市代码为CPIC）的主要对外投资平台。太平洋资产管理的主要业务包括自有资金及保险资金的管理与运用、受托资金管理业务、与基金管理相关的咨询服务及中国法律法规许可的其他资产管理业务。太保集团作为总部位于上海的综合性保险公司，持有太平洋资产管理约99.7%的股权权益（包括直接及间接权益）。
太保（香港）在香港注册成立，主要从事资产管理及提供投资顾问服务，包括管理中国太平洋财产保险股份有限公司（"太平洋财险"）合格境内机构投资者的投资账户，太平洋财险是一家从事财产保险业务的公司。太保（香港）及太平洋财险均为太保集团旗下成员，太保集团持有太保（香港）约100%的股权权益及太平洋财险约98.5%的股权权益（均包括直接及间接权益）。
LMR多策略主基金有限公司（"LMR主基金"）在开曼群岛注册成立，由LMR Partners LLP（"LMR Partners"，连同其联属公司合称"LMR"）管理。LMR是一家成立于2009年的全球多策略投资公司，专注于流动性市场中性交易策略，侧重相对价值投资。LMR同时采用系统化及主观判断方式构建多元化投资组合，旨在创造非相关回报。LMR目前代表全球机构客户群管理逾110亿美元资产，在伦敦、纽约、香港、苏黎世、迪拜、都柏林及格拉斯哥设有逾350名员工。独立第三方Benjamin Levine先生是LMR Partners中唯一持有超过30%权益的个人。LMR主基金中并无任何个人基础投资者持有超过30%的受益权。
洛阳科技创新发展集团有限公司（"洛阳科投"）是洛阳工业控股集团有限公司（"洛阳工业集团"）为落实洛阳市创新驱动发展战略而设立的子公司。洛阳科投注册资本为人民币20亿元，主要业务包括投资及资产管理服务等。洛阳科投为洛阳国宏投资控股集团有限公司（"洛阳国宏集团"）的全资子公司。洛阳国宏集团由洛阳工业集团持有94.76%股权，河南省财政厅持有5.24%股权。洛阳工业集团由洛阳市人民政府国有资产监督管理委员会全资持有。
邮储银行理财有限责任公司（"邮储银行理财"）于2019年12月18日注册成立，注册资本为人民币80亿元，中国邮政储蓄银行股份有限公司（股票代码：1658）持有其100%股权，并最终由中国邮政集团有限公司控制。其业务范围包括：面向社会公众公开发行理财产品，对投资者的受托资产进行投资管理；面向合格投资者非公开发行理财产品，对投资者的受托资产进行投资管理；金融顾问及咨询服务等。邮储银行理财始终坚持规模、质量与盈利能力的均衡发展，致力于培育核心竞争力，深化投研、营销、内控、运营改革及数字化转型，持续推动理财业务规范化、专业化及市场化发展。
泰康人寿保险股份有限公司（"泰康人寿"），一家在中国注册成立的公司，是泰康保险集团股份有限公司的全资子公司。泰康保险集团股份有限公司没有任何股东持股比例达到或超过30%。泰康人寿为个人和家庭提供全面的人身保障及投资理财产品和服务。所提供的产品对应客户在少儿及青少年、女性及高收入人群等细分市场方面的不同需求，同时满足客户在健康医疗与意外保障、养老及财富管理等方面的多维需求。泰康保险集团股份有限公司是一家以保险、资产管理和健康养老为主业的保险及金融服务集团。该公司总部位于北京，旗下拥有多家子公司，包括泰康人寿、泰康资产、泰康养老、泰康健投、泰康健康、泰康拜博口腔及泰康在线等。其产品涵盖人寿保险、互联网金融保险、企业年金、资产管理、健康养老、健康管理及商业地产等领域。
灵格托创新主基金（"Lingotto"）是一只由全球资产管理公司灵格托投资管理有限责任合伙（Lingotto Investment Management LLP）担任投资管理人的私募投资基金。Lingotto在爱尔兰注册，受爱尔兰中央银行监管。灵格托投资管理有限责任合伙最终由Exor NV（EXO——泛欧交易所阿姆斯特丹）全资持有。Lingotto的投资策略主要聚焦于公开市场股票，并对私营企业进行部分投资。该集中型投资组合的核心在于识别稀有的结构性赢家，并支持通过指数级技术和商业模式引领创新的企业。除Exor NV（EXO——泛欧交易所阿姆斯特丹）及一家欧洲保险公司Covéa外，没有其他任何单一最终实益拥有人持有Lingotto超过30%的权益。Covéa亦没有任何单一最终实益拥有人持有其超过30%的权益。
（v）相关基石投资者根据各自基石投资协议所作出的确认、陈述、保证、承诺及确认在所有重大方面均准确、真实且不具误导性，且相关基石投资者未对基石投资协议存在重大违约。
每位基石投资者已同意，在自上市日期起（含上市日期）计算的六个月期间（"禁售期"）内，无论直接或间接，均不以任何方式出售或处置其根据相关基石投资协议所认购的任何发售股份，或持有上述发售股份的任何公司或实体的任何权益，但若干有限情形除外，例如转让予其全资附属公司（该等附属公司须受与该基石投资者相同的义务约束，包括禁售期限制）。
FUTURE PLANS AND USE OF PROCEEDS FUTURE PLANS AND PROSPECTS See "Business — Growth Strategies" for a detailed description of our future plans. USE OF PROCEEDS We estimate that we will receive net proceeds from the Global Offering of approximately HK$30,717.9 million, after deducting underwriting commissions, fees and estimated expenses payable by us in connection with the Global Offering, and at an Offer Price of HK$263.00 per Share, assuming that the Offer Size Adjustment Option and the Over-allotment Option are not exercised.
• Approximately 90% or HK$27,646.1 million will be used to advance the construction of Phase I and II of our Hungary project.
The demand for EV batteries and ESS batteries in overseas markets, including Europe, continues to grow. To better address customer needs and strengthen customer relationships, we intend to establish localized production capabilities in Europe, which is critical for our global footprint and international development. The factory in Hungary can bring us closer to manufacturing facilities of main customers in Europe, which will allow us to ensure more flexible and timely supply of our products and services, ensure the stability of our customers' supply chains and enhance localized supply capability. In 2022, we held Board and Shareholders' meetings and approved the proposal to invest in the construction of battery production lines with an annual capacity of 100 GWh at the Debrecen factory in Hungary in three phases. The total investment is expected to be no more than EUR7.3 billion, with a total construction period estimated to be within 64 months. Our Hungary project is located in Debrecen, Hungary, comprising a total site area of 1.05 million square meters for Phase I and Phase II. The designed annual production capacity of Phase I and II of our Hungary project is 34 GWh and 38 GWh, respectively, amounting to a total of 72 GWh. Our Hungary project can be used for manufacturing EV batteries and ESS batteries, supplying European automotive OEMs and other overseas customers.
To date, we have completed the initial preparations for the aforementioned project in Hungary and have commenced the construction. As of December 31, 2024, we had invested approximately EUR0.7 billion. The total investment for Phase I and II of the project in Hungary is approximately EUR4.9 billion, and the remaining funds will be invested successively in the future to complete the construction as planned.
◦ The planned investment amount for Phase I of our Hungary project is EUR2.7 billion, with EUR0.7 billion had been deployed as of December 31, 2024. The designed annual production capacity of Phase I of our Hungary project is 34 GWh. We have obtained all the necessary licenses and/or approvals in line with the construction progress of Phase I of our Hungary factory.
We expect to complete the construction of factory and commence production in 2025. The expenditures mainly include the funds required for the construction of the factory, the purchase of key production equipment, and other pre-construction preparation and trial production inputs.
◦ The planned investment amount for Phase II of our Hungary project is EUR2.1 billion. As of December 31, 2024, we had not deployed capital in Phase II of our Hungary project. The designed annual production capacity of Phase II of our Hungary project is 38 GWh. Phase II of our Hungary factory is currently in the preliminary preparation stage, and we intend to apply for the relevant licenses and/or approvals in accordance with its construction progress.
We expect to commence the construction in 2025. The expenditures mainly include the funds required for the construction of the factory, the purchase of key production equipment, and other pre-construction preparation and trial production inputs.
• Approximately 10% or HK$3,071.8 million will be used for working capital and other general corporate purposes.
If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full, the net proceeds that we will receive will be approximately HK$40,636.5 million, at an Offer Price of HK$263.00 per Share. In the event that the Offer Size Adjustment Option and the Over-allotment Option are exercised, we intend to apply the additional net proceeds for the above purposes according to the proportions stated above.
If the net proceeds from the Global Offering are not immediately used for the purposes described above, and to the extent permitted by the relevant laws and regulations, they will be deposited into short-term interest-bearing accounts at licensed commercial banks and/or other authorized financial institutions (as defined under the Securities and Futures Ordinance or the applicable laws and regulations in other jurisdictions).
We will issue an appropriate announcement if there is any material change to the above proposed use of proceeds.
China International Capital Corporation Hong Kong Securities Limited China Securities (International) Corporate Finance Company Limited J.P. Morgan Securities (Asia Pacific) Limited Merrill Lynch (Asia Pacific) Limited Goldman Sachs (Asia) L.L.C. Morgan Stanley Asia Limited UBS AG Hong Kong Branch BNP Paribas Securities (Asia) Limited Guotai Junan Securities (Hong Kong) Limited
This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The International Offering is expected to be fully underwritten by the International Underwriters. If, for any reason, the Offer Price is not agreed between the Overall Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 8,842,100 Hong Kong Offer Shares and the International Offering of initially 109,052,400 International Offer Shares, subject to, in each case, reallocation on the basis as described in the section headed "Structure of the Global Offering" as well as the Offer Size Adjustment Option and the Over-allotment Option (applicable only to the International Offering) in this prospectus.
We have entered into the Hong Kong Underwriting Agreement with, among others, the Hong Kong Underwriters on May 9, 2025. Pursuant to the Hong Kong Underwriting Agreement, we are offering the Hong Kong Offer Shares for subscription by the public in Hong Kong at the Offer Price on, and subject to, the terms and conditions set out in this prospectus, the Hong Kong Underwriting Agreement and on the designated website at www.eipo.com.hk.
Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal in, our H Shares in issue and to be issued on the Main Board of the Stock Exchange pursuant to the Global Offering (including additional H Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment Option) and the listing and permission not having been revoked; and (b) the satisfaction of certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters
have agreed severally (but not jointly) to subscribe for, or procure subscribers for, their respective applicable proportions of the Hong Kong Offer Shares being offered but which are not taken up under the Hong Kong Public Offering, on the terms and conditions set out in this prospectus, the Hong Kong Underwriting Agreement and on the designated website at www.eipo.com.hk.
The Hong Kong Underwriting Agreement is conditional upon and subject to, among other things, the International Underwriting Agreement having been entered into, becoming unconditional and not having been terminated in accordance with other provisions.
The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) may, in their sole and absolute discretion and upon giving notice in writing to our Company, terminate the Hong Kong Underwriting Agreement with immediate effect if at any time prior to 8:00 a.m. on the Listing Date:
(a) any event, or series of events, in the nature of force majeure (including, without limitation, any acts of government, declaration of a local, national, regional or international emergency or war, calamity, crisis, epidemic, pandemic, outbreaks, escalation, adverse mutation or aggravation of diseases (including, without limitation, COVID-19, Severe Acute Respiratory Syndrome (SARS), swine or avian flu, H5N1, H1N1, H7N9, Ebola virus, Middle East respiratory syndrome and such related/mutated forms), comprehensive sanctions, economic sanctions, strikes, labour disputes, lock outs, other industrial actions, fire, explosion, flooding, earthquake, tsunami, volcanic eruption, civil commotion, rebellion, riots, public disorder, acts of war, outbreak or escalation of hostilities (whether or not war is declared), acts of God, acts of terrorism (whether or not responsibility has been claimed), paralysis in government operations, interruptions or delay in transportation) in or affecting Hong Kong, the PRC, the United States, the United Kingdom, the European Union (or any member thereof) or any other jurisdiction relevant to our Group (each a "Relevant Jurisdiction" and collectively, the "Relevant Jurisdictions");
(b) any change or any development involving an anticipated change in any local, national, regional or international financial, economic, political, military, industrial, legal, fiscal, regulatory, currency, credit or market matters or conditions, equity securities or exchange control or any monetary or trading settlement system or other financial markets (including, without limitation, conditions in the stock and bond markets, money and foreign exchange markets, interbank markets and credit markets), in or affecting any of the Relevant Jurisdictions;
(c) any moratorium, suspension or restriction (including, without limitation, any imposition of or requirement for any minimum or maximum price limit or price range) in or on trading in securities generally on the Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the London Stock Exchange, the Shanghai Stock Exchange or the Shenzhen Stock Exchange;
any general moratorium on commercial banking activities in the PRC (imposed by the People's Bank of China), Hong Kong (imposed by the Financial Secretary or the Hong Kong Monetary Authority or other competent authority), New York (imposed at the U.S. Federal or New York State level or by any other authority), London, the European Union (or any member thereof) or any of the other Relevant Jurisdictions (declared by any relevant competent authority) or any disruption in commercial banking or foreign exchange trading or securities settlement or clearance services, procedures or matters in or affecting any of the Relevant Jurisdictions;
any new law or regulation, or any change or any development involving an anticipated change in existing laws or regulations, or any change or any development involving an anticipated change in the interpretation or application thereof by any court or any other authority in or affecting any of the Relevant Jurisdictions;
the imposition of sanctions under any sanctions laws or regulations, in whatever form, directly or indirectly, by or for any of the Relevant Jurisdictions or relevant to the business operations of our Company or any member of our Group;
any change or any development involving an anticipated change or amendment in or affecting taxation or foreign exchange control, currency exchange rates or foreign investment regulations (including, without limitation, a devaluation of the United States dollar, the Hong Kong dollar or RMB against any foreign currencies or a change in the system under which the value of the Hong Kong dollar is linked to that of the United States dollar or RMB is linked to any foreign currency or currencies), or the implementation of any exchange control, in any of the Relevant Jurisdictions or affecting an investment in the Offer Shares;
other than with the prior written consent of the Overall Coordinators, the issue or requirement to issue by our Company of a supplement or amendment to this prospectus, the final offering circular, the CSRC filings or other documents in connection with the offer and sale of the Offer Shares pursuant to the Companies (Winding up and Miscellaneous Provisions) Ordinance or the Listing Rules or upon any requirement or request of the Stock Exchange and/or the SFC;
any demand by creditors for repayment of indebtedness or an order or petition for the winding up or liquidation of any Major Subsidiary of our Company or any composition or arrangement made by any Major Subsidiary of our Company with its creditors or a scheme of arrangement entered into by any Major Subsidiary of our Company or any resolution for the winding-up of any Major Subsidiary of our Company or the appointment of a provisional liquidator, receiver or manager over all or part of the assets or undertaking of any Major Subsidiary of our Company or anything analogous thereto occurring in respect of any Major Subsidiary of our Company;
the Chairman of the Board or any person authorised by the Board to act for and on behalf of our Company and/or the Board in connection with the Global Offering is vacating his or her office;
any litigation, dispute, proceeding, legal action or claim or regulatory or administrative investigation or action being threatened, instigated or announced against (1) our Company or any Major Subsidiary of our Company, or (2) any of the Chairman of the Board, any Director or any member of the senior management of our Company named in this prospectus that will result in any of the persons listed above being prohibited by operation of law or otherwise disqualified from taking part in management of our Company;
any contravention by our Company, any Major Subsidiary of our Company, the Chairman of the Board, any Director or any member of the senior management of our Company named in this prospectus of any applicable laws and regulations, including the Listing Rules, the Companies Ordinance, the Companies (Winding up and Miscellaneous Provisions) Ordinance and the PRC Company Law; or
(m) any non-compliance of this prospectus, the formal notice, the post hearing information pack, the Disclosure Package (as defined in the International Underwriting Agreement), the preliminary offering circular, the final offering circular and any other announcement, document, materials or information made, issued, given, released or used in connection with or in relation to the contemplated offering and sale of the Offer Shares or otherwise in connection with the Global Offering (the "Offering Documents") or the CSRC filings with the Listing Rules or any other applicable laws and regulations (including, without limitation, the Listing Rules, the Companies Ordinance, the Companies (Winding up and Miscellaneous Provisions) Ordinance and the relevant rules of the CSRC); or (n)
any statement contained in any of the Offering Documents, the CSRC filings 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 – 315 –
UNDERWRITING used by or on behalf of our Company in connection with the Global Offering (including any supplement or amendment thereto) (the "Global Offering Documents") was, when it was issued, or has become, untrue, incorrect, inaccurate or incomplete or misleading or deceptive, or that any estimate, forecast, expression of opinion, intention or expectation contained in any such documents, was, (including any supplement or amendment thereto) was, when it was issued, or has become, not fair and honest or not based on reasonable assumptions with reference to the facts and circumstances then subsisting; or (o)
本公司违反联席保荐人及总协调人各自委聘函规定的义务，且如未予补救，可能导致任何联席保荐人或总协调人违反其根据适用法律、规则及法规（包括《证券及期货事务监察委员会持牌人或注册人操守准则》或《上市规则》）所承担的义务；或
上市委员会对根据全球发售（包括根据任何行使发售规模调整选择权及超额配股选择权）发行及将予发行的H股的上市申请及交易许可（除适用条件外）遭拒绝或未获批准，或批准未能于上市日期或之前获得，或经批准后获批准旋即被撤回、取消、撤销或拒绝；或
(A) 中国证监会就中国证监会备案发出的接受通知书及／或中国证监会网站上公布的中国证监会备案结果遭拒绝、撤回、撤销或宣告无效；或 (B) 除经总协调人事先书面同意外，本公司根据中国证监会颁布的《境内企业境外发行证券和上市管理试行办法》及配套指引或《关于加强境内企业境
外发行证券和上市相关保密和档案管理工作的规定》（"中国证监会规则"）或应中国证监会的任何要求或请求，发出或被要求发出中国证监会备案的补充或修订文件；或 (C) 中国证监会备案不符合中国证监会规则或任何其他适用法律；或
whether any of the transactions described in paragraphs (a), (b) or (c) is to be settled by delivery of H Shares or other equity securities of the Company, or in cash or otherwise.
根据上市规则第10.08条，我们已向香港联合交易所承诺，自上市日期起六个月内，我们不会行使权力发行更多股份，或可转换为股份的证券（无论是否属于已上市类别），或成为涉及发行该等股份或证券的任何协议的标的（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），但根据全球发售（包括根据行使发售规模调整权及超额配股权可能发行的任何额外股份）发行的发售股份，或在上市规则第10.08条规定的任何其他适用情况下发行的股份除外。
根据香港包销协议，我们已向各联席保荐人、保荐人整体协调人、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、资本市场中介机构及香港包销商承诺，在香港包销协议日期之后至上市日期后六个月届满之日（含该日）（「首个六个月期间」）内的任何时间，若无联席保荐人及整体协调人（为其自身及代表香港包销商）的事先书面同意，且除非符合上市规则的规定（包括根据上市规则第10.08条所列明的例外情况），则不得（全球发售除外，包括根据行使发售规模调整权及超额配股权，以及根据香港包销协议日期时本公司生效的员工激励计划）：
(a) 分配、发行、出售、接受认购、要约分配、发行或出售、订立合约或同意分配、发行或出售、转让、抵押、押记、质押、抵押、借出、授予或出售任何购买或认购的期权、认股权证、合约或权利、授予或购买任何分配、发行或出售的期权、认股权证、合约或权利，或以其他方式转让或处置或就任何H股或本公司其他股本证券，或上述任何证券的权益（包括但不限于可转换为或可交换或可行使为H股或本公司其他股本证券，或代表收取权利的任何股本证券，或购买任何H股或本公司其他股本证券的任何认股权证或其他权利，或上述任何权益（如适用））设定产权负担，或同意转让或处置或设定产权负担，无论是直接还是间接，有条件还是无条件，涉及任何法定或实益权益；或将任何H股或本公司其他股本证券（如适用）存入与发行存托凭证有关的存托机构；或
(b) 订立任何掉期或其他安排，将认购或拥有（法定或实益）任何H股或本公司任何其他股本证券，或上述任何证券的权益（包括但不限于可转换为或可交换或可行使为，或代表收取权利的任何股本证券，或购买任何H股或本公司其他股本证券的任何认股权证或其他权利，或上述任何权益）的任何经济后果全部或部分转让予另一方；或
无论上文第(a)、(b)或(c)段所述交易是否须以交付H股或本公司其他股本证券，或以现金或其他方式结算。
我们已同意就香港包销商可能蒙受或招致的若干损失（包括因其履行香港包销协议项下的义务及本公司违反香港包销协议而产生的损失）向香港包销商作出赔偿。
除香港包销协议项下各自的义务外，于最后实际可行日期，概无香港包销商直接或间接持有本集团任何成员公司的任何股份或任何证券的权益，或拥有任何认购或购买，或提名他人认购或购买本集团任何成员公司的任何股份或任何证券的权利或期权（无论是否在法律上可强制执行）。
香港包销商及其联属公司可在适用法律法规的规限下，于其日常及一般业务过程中，(i) 就认购或购买我们的证券提供融资，并就该等已认购或购买的全部或部分证券设定担保权益；及╱或 (ii) 参与或促进认购或购买我们的证券。
根据上市规则第10.08条，我们已向香港联合交易所承诺，自上市日期起六个月内，我们不会行使权力发行更多股份，或可转换为股份的证券（无论是否属于已上市类别），或成为涉及发行该等股份或证券的任何协议的标的（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），但根据全球发售（包括根据行使发售规模调整权及超额配股权可能发行的任何额外股份）发行的发售股份，或在上市规则第10.08条规定的任何其他适用情况下发行的股份除外。
根据香港包销协议，我们已向各联席保荐人、保荐人整体协调人、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、资本市场中介机构及香港包销商承诺，在香港包销协议日期之后至上市日期后六个月届满之日（含该日）（「首个六个月期间」）内的任何时间，若无联席保荐人及整体协调人（为其自身及代表香港包销商）的事先书面同意，且除非符合上市规则的规定（包括根据上市规则第10.08条所列明的例外情况），则不得（全球发售除外，包括根据行使发售规模调整权及超额配股权，以及根据香港包销协议日期时本公司生效的员工激励计划）：
(a) 分配、发行、出售、接受认购、要约分配、发行或出售、订立合约或同意分配、发行或出售、转让、抵押、押记、质押、抵押、借出、授予或出售任何购买或认购的期权、认股权证、合约或权利、授予或购买任何分配、发行或出售的期权、认股权证、合约或权利，或以其他方式转让或处置或就任何H股或本公司其他股本证券，或上述任何证券的权益（包括但不限于可转换为或可交换或可行使为H股或本公司其他股本证券，或代表收取权利的任何股本证券，或购买任何H股或本公司其他股本证券的任何认股权证或其他权利，或上述任何权益（如适用））设定产权负担，或同意转让或处置或设定产权负担，无论是直接还是间接，有条件还是无条件，涉及任何法定或实益权益；或将任何H股或本公司其他股本证券（如适用）存入与发行存托凭证有关的存托机构；或
(b) 订立任何掉期或其他安排，将认购或拥有（法定或实益）任何H股或本公司任何其他股本证券，或上述任何证券的权益（包括但不限于可转换为或可交换或可行使为，或代表收取权利的任何股本证券，或购买任何H股或本公司其他股本证券的任何认股权证或其他权利，或上述任何权益）的任何经济后果全部或部分转让予另一方；或
无论上文第(a)、(b)或(c)段所述交易是否须以交付H股或本公司其他股本证券，或以现金或其他方式结算。
在上述各种情况下，无论第(a)、(b)或(c)段所述的任何交易是否以交付本公司任何H股或其他股权证券、以现金或其他方式结算（无论该等H股或其他股权证券的发行是否将在首个六个月期间内完成）。
我们已向各联席保荐人、保荐人-整体协调人、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、资本市场中介机构及香港包销商各方承诺，在首个六个月期间届满前，未经事先取得联席保荐人及整体协调人（代表其本身及代表香港包销商）的书面同意，我们不会进行任何购买H股或同意进行任何可能导致公众人士（定义见《上市规则》第8.24条）持有H股数量减少至低于《上市规则》或联交所授予且未经撤销的任何豁免所规定的最低公众持股量要求的交易。
就国际发售而言，我们预期于2025年5月13日（星期二）至2025年5月16日（星期五）期间的任何时间与国际包销商等订立国际包销协议。根据国际包销协议，国际包销商须在若干条件获满足的情况下，各自（而非共同）同意购买或寻找购买人购买国际发售中初步发售的国际发售股份。预期国际包销协议可基于与香港包销协议所载相类似的理由予以终止。详情请参阅本招股章程"全球发售架构——国际发售"小节。
我们拟向国际包销商授出超额配股权，整体协调人可代表国际包销商全部或部分行使该权利，行使期为上市日期起至香港公开发售截止申请日期后第30天止，据此本公司可能须发行合共最多17,684,100股H股（假设发售规模调整权并未获行使，占全球发售初步可供发售的发售股份数目不超过15.0%）或合共最多20,336,700股H股（假设发售规模调整权获全数行使，占全球发售可供发售的发售股份数目不超过15.0%），以发售价发行，用以弥补国际发售的超额配售（如有）。详情请参阅"全球发售架构——超额配股权"小节。
本公司根据香港包销协议拥有发售规模调整权，须由本公司与整体协调人（代表其本身及代表包销商）于订立价格厘定协议时或之前经书面协议方可行使，并于其后立即失效。行使发售规模调整权后，本公司可按发售价额外发行最多17,684,100股发售股份（相当于全球发售初步可供发售的发售股份数目的15.0%）。发售规模调整权旨在提供灵活性，以增加全球发售项下可供认购的发售股份数目，从而满足额外的市场需求。
行使发售规模调整权亦须受制于"全球发售架构——香港公开发售——重新分配"所述的重新分配安排。
包销商将收取相当于所有发售股份（包括因行使发售规模调整权及超额配股权而发行的任何发售股份）发售价总额0.2%的包销佣金（"固定费用"）。就重新分配至国际发售的未获认购香港发售股份而言，包销佣金将不会支付予香港包销商，而是支付予国际包销商。此外，包销商可能收取
可自由裁量的激励费用（"酌情费用"）最高为所有发售股份（包括根据行使发售规模调整选择权及超额配售选择权而发行的任何发售股份）合计发售价格的0.6%。因此，固定费用与酌情费用（如全额支付）的比例为25:75。
假设发售规模调整选择权及超额配售选择权均未获行使，并以每股H股263.00港元的发售价为基础，由本公司承担的与全球发售相关的合计佣金及费用（假设酌情激励费用全额支付）、联交所上市费、证监会交易征费、会计及财务汇报局交易征费、香港联合交易所交易费、法律及其他专业费用以及印刷及其他开支，估计合计约为2.883亿港元。
本公司须向各联席保荐人支付30万美元的保荐人费用。
各联席保荐人符合《上市规则》第3A.07条所载适用于保荐人的独立性准则。
各承销商及其各自的联属机构可能各自从事并不构成承销或稳定价格程序组成部分的多种活动。
承销商及其各自的联属机构为在世界各地与多个国家建立关系的多元化金融机构。该等机构为其自身账户及他人账户从事广泛的商业及投资银行、经纪、基金管理、交易、对冲、投资及其他活动。在日常业务活动中，承销商及其各自的联属机构可能为其自身账户及其客户账户买入、出售或持有各类投资，并积极买卖证券、衍生工具、贷款、商品、货币、信用违约掉期及其他金融工具。该等投资及交易活动可能涉及或与本公司的资产、证券及╱或工具及╱或与本公司存在关系的人士及实体相关，亦可能包括就本公司的贷款及其他债务作对冲用途而订立的掉期及其他金融工具。
就本公司H股而言，承销商及其各自的联属机构的活动可能包括：担任本公司H股买方及卖方的代理人；以主事人身份与该等买方及卖方进行交易，包括在全球发售中向本公司H股的初始购买人（其融资可能以本公司H股作抵押）提供贷款；对本公司H股进行自营交易；以及订立场外或上市衍生工具交易或上市或非上市证券交易（包括发行以证券为基础的产品，例如在证券交易所上市的衍生认股权证），而该等交易以包括本公司H股在内的资产为相关资产。该等交易可能以双边协议方式进行或与选定交易对手进行买卖。该等活动可能需要该等机构进行对冲活动，直接或间接涉及买卖本公司H股，从而可能对本公司H股的交易价格产生负面影响。所有该等活动可能在香港及世界其他地方进行，并可能导致承销商及其各自的联属机构持有本公司H股、包含本公司H股的一篮子证券或指数、可能购买本公司H股的基金单位或与上述任何项目相关的衍生工具的好仓及╱或淡仓。
就承销商或其各自的联属机构发行以本公司H股为相关证券的任何上市证券而言，无论是在香港联合交易所还是在任何其他证券交易所，该证券交易所的规则可能要求该等证券的发行人（或其联属机构或代理人之一）担任该证券的庄家或流动性提供者，而在大多数情况下，这亦将导致对本公司H股进行对冲活动。
所有该等活动可能在"全球发售结构"一节所述的稳定价格期间内及结束后均会发生。该等活动可能影响本公司H股的市场价格或价值、本公司H股的流动性或交易量以及本公司H股价格的波动性，而每日发生该等情况的程度无法估计。
(a) 承销商及其各自的联属机构（稳定价格人或代其行事的任何人除外）不得就发售股份的分销，在公开市场上或以其他方式进行任何交易（包括发行或订立任何与发售股份相关的期权或其他衍生工具交易），以将任何发售股份的市场价格稳定或维持在公开市场中原本可能出现的水平以外的水平；及
(b) 承销商及其各自的联属机构须遵守所有适用法律及法规，包括《证券及期货条例》的市场失当行为条文，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。
(b) 国际发售，初步在美国境外（包括向香港的专业投资者及机构投资者）依据S规例以离岸交易形式发售109,052,400股H股（须视乎重新分配、发售规模调整选项及超额配股权），详情如下文"——国际发售"一节所述。
投资者可就香港公开发售申请认购本公司H股，或就国际发售申请认购或表示有意认购（如符合资格）本公司H股，但不得同时参与两者。
发售股份将占全球发售完成后本公司已发行股份总数约2.61%（假设发售规模调整选项及超额配股权均未获行使）。若超额配股权获全额行使，发售股份将占本公司经扩大已发行股本约2.99%（假设发售规模调整选项完全未获行使），或约3.42%（假设发售规模调整选项获全额行使），于全球发售完成后立即生效。
香港公开发售由香港包销商根据香港包销协议的条款全额包销，惟须符合"——全球发售的条件"一节所载条件，以及整体协调人（为其本身及代表包销商）与本公司就发售价达成协议。
我们预期将于2025年5月13日（星期二）至2025年5月16日（星期五）期间任何时间订立与国际发售相关的国际包销协议。
包销安排、香港包销协议及国际包销协议摘要载于"包销"一节。
本公司初步按发售价向香港公众发售8,842,100股H股供认购，约占（i）全球发售初步提供的117,894,500股H股的7.5%，及（ii）全球发售完成后本公司已发行股份总数的0.20%（在各情况下，均须视乎国际发售与香港公开发售之间发售股份的重新分配，并假设发售规模调整选项及超额配股权均未获行使）。
香港公开发售项下向投资者分配H股将完全以香港公开发售项下收到的有效申请数量为基础。分配基准可能因申请人有效申请的香港发售股份数量而有所不同。香港发售股份的分配在适当情况下可通过抽签方式进行，这意味着部分申请人获分配的股份数量可能多于其他申请相同数量香港发售股份的申请人，而未能在抽签中获选的申请人可能不会获分配任何香港发售股份。
仅就分配目的而言，香港公开发售项下可供认购的香港发售股份总数（计入下文所述任何重新分配后）将平均（取最接近的整手数）分为两个组别：甲组及乙组（任何零碎股份将拨入甲组）。
• 甲组：甲组香港发售股份将以公平方式分配予申请认购总价为5,000,000港元或以下香港发售股份的申请人（不计经纪佣金、证监会交易征费、会计及财务汇报局交易征费及香港联合交易所交易费）。
• 乙组：乙组香港发售股份将以公平方式分配予申请认购总价超过5,000,000港元且不超过乙组总价值香港发售股份的申请人（不计经纪佣金、证监会交易征费、会计及财务汇报局交易征费及香港联合交易所交易费）。
仅就紧接上段之目的而言，香港发售股份的"价格"指申请时应付的价格，因此为每股发售股份263.00港元。
申请人应注意，A池和B池的申请可能获得不同的分配比例。如果其中一个池（而非两个池）的香港发售股份认购不足，未获认购的香港发售股份将转拨至另一个池，以满足该另一个池的需求并据此进行分配。
申请人只能从A池或B池其中一个池获得香港发售股份的分配，而不能同时从两个池获得分配。多重申请或疑似多重申请，以及任何申请超过4,421,000股香港发售股份（假设超额配股权未获行使，约占香港公开发售初步提供的H股总数的50%）的申请，将予以拒绝。
香港公开发售与国际发售之间的发售股份分配须根据《上市规则》进行重新分配。《上市规则》操守指引第18条第4.2段规定须设立回拨机制，当香港公开发售项下达到若干规定的总需求水平时，该机制将使香港发售股份数目增加至全球发售项下发售股份总数的一定百分比。
我们已申请，且联交所已批准我们豁免遵守《上市规则》操守指引第18条第4.2段，基础为香港公开发售最初将占全球发售的7.5%，其余部分为国际发售，且不受任何回拨机制约束。
如香港公开发售未获足额认购，总协调人可按其全权酌情决定的比例，将全部或部分未获认购的香港发售股份重新分配至国际发售。为免存疑，在任何情况下，国际发售股份均不会重新分配至香港公开发售。
香港公开发售项下的每位申请人须在其提交的申请中作出承诺及确认，声明其本人及申请人为其利益提出申请的任何人士并未申请或承购，或表示有意认购任何国际发售项下的国际发售股份，且将不会申请或承购，或表示有意认购任何该等国际发售股份；如该承诺及确认其中之一或两者均遭违反，或申请人已获或将获配发国际发售项下的国际发售股份，则该申请人的申请可能遭到拒绝。
STRUCTURE OF THE GLOBAL OFFERING THE INTERNATIONAL OFFERING Number of H Shares Initially Offered We are initially offering 109,052,400 H Shares at the Offer Price for subscription or sale under the International Offering (subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option), representing approximately 92.5% of the 117,894,500 H Shares initially made available under the Global Offering. Subject to the reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering, the number of H Shares initially offered under the International Offering will represent approximately 2.41% of the total Shares in issue immediately following 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 the Offer Shares in Hong Kong and other jurisdictions outside the United States in reliance on Regulation S. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities that regularly invest in shares and other securities.
The International Underwriters are soliciting from prospective investors indications of interest in acquiring our H Shares in the International Offering. Prospective investors will be required to specify the number of International Offer Shares under the International Offering they would be prepared to acquire. This process, known as "book-building," may continue up to the last day for the making of applications under the Hong Kong Public Offering, but may cease earlier in the event that the International Offering is fully covered. Allocation of Offer Shares under the International Offering will be effected in accordance with such "book-building" process and based on a number of factors, including the level and timing of demand, total size of the relevant investor's invested assets or equity assets in the relevant sector and whether or not it is expected that that investor is likely to buy further H Shares, and/or hold or sell its H Shares, after the Listing. This basis of allocation is intended to result in a distribution of the Offer Shares which is likely to lead to the establishment of a solid and stable professional and institutional shareholder base to the benefit of our Group and our Shareholders as a whole. In the event that the International Offering is fully covered, the Offer Price may be fixed at any time earlier than 12:00 noon on Friday, May 16, 2025 (being the latest time for the Offer Price to be fixed) as described in the section headed "— Pricing", the allocation of the International Offer Shares under the International Offering will be determined shortly thereafter. Accordingly, the "book-building" process may cease earlier and will not continue up to the last day for making of applications under the Hong Kong Public Offering.
The Overall Coordinators (on behalf of the Underwriters) may require an investor who has been offered (or has indicated an interest for) Offer Shares under the International Offering and who has made an application under the Hong Kong Public Offering to provide sufficient – 327 –
STRUCTURE OF THE GLOBAL OFFERING information to the Overall Coordinators so as to allow it to identify the relevant applications under the Hong Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares under the Hong Kong Public Offering.
Reallocation The total number of Offer Shares to be issued or sold pursuant to the International Offering may change as a result of any reallocation of Offer Shares between the Hong Kong Public Offering and the International Offering as described in the subsection headed "— The Hong Kong Public Offering — Reallocation," and the exercise of the Offer Size Adjustment Option and the Over-allotment Option in whole or in part as described in the subsections headed "— Offer Size Adjustment Option" and "— Over-allotment Option."
PRICING Determining the Pricing of the Offer Shares The Offer Price for the purposes of the various offerings under the Global Offering will be fixed between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) at any time between Tuesday, May 13, 2025 and Friday, May 16, 2025 (both days inclusive, but in any event no later than 12:00 noon on Friday, May 16, 2025 ("Latest Time for Price Determination")), and the allocation of the International Offer Shares under the International Offering will be determined shortly thereafter.
We will determine the Offer Price by reference to, among other factors, the closing price of the A Shares on the Shenzhen Stock Exchange on the last trading day on or before the Price Determination Date (which is accessible to the Shareholders and potential investors at www.szse.cn/English/siteMarketData/siteMarketDatas/lookup/index.html?code=300750), and the Offer Price will not be more than HK$263.00. The historical prices of our A Shares and trading volume on Shenzhen Stock Exchange are set out below.
| Period | High (RMB) | Low (RMB) | ADTV(1) (A Shares) | |---|---|---|---| | Year ended December 31, 2022 | 337.14 | 203.06 | 27,686,990 | | Year ended December 31, 2023 | 264.89 | 146.97 | 21,440,856 | | Year ended December 31, 2024 | 299.00 | 140.75 | 25,527,590 | | Year of 2025 (up to the Latest Practicable Date) | 275.55 | 211.39 | 23,573,138 |
Note: (1) Average daily trading volume ("ADTV") represents daily average number of our A Shares traded over the relevant period.
The final Offer Price, 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 allocations in the Hong Kong Public Offering are expected to be made available through a variety of channels in the manner described in "How to Apply for Hong Kong Offer Shares — Publication of Results."
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject to application channel), the maximum Offer Price per Hong Kong Offer Share plus the brokerage fee of 1.0%, the SFC transaction levy of 0.0027%, the AFRC transaction levy of 0.00015% and the Hong Kong Stock Exchange trading fee of 0.00565%, amounting to a total of HK$26,565.24 for one board lot of 100 H Shares. If the Offer Price, as finally determined in the manner described in "— Determining the Pricing of the Offer Shares" above, is less than the maximum Offer Price, appropriate refund payments (including the brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy attributable to the surplus application monies) will be made to successful applicants, without interest. Further details are set out in "How to Apply for Hong Kong Offer Shares."
The Overall Coordinators (on behalf of the Underwriters) may, based on the level of interest expressed by prospective investors during the book-building process in respect of the International Offering, and with our consent, reduce the number of Offer Shares below that stated in this prospectus at any time on or before the morning of the last day for making applications under the Hong Kong Public Offering. In this case, we will as soon as practicable after the decision to make the reduction (and no later than the morning of the last day for making applications under the Hong Kong Public Offering) publish on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.catl.com notice of the reduction, the cancellation of the Global Offering and the relaunch of the Global Offering at the revised number of Offer Shares. This notice will also include confirmation or revision, as appropriate, of the working capital statement and the Global Offering statistics as set out in this prospectus, as well as any other financial information which may change as a result of the reduction.
We will, as soon as practicable following the decision to make the reduction, in addition to publishing the notice, issue a supplemental prospectus containing details in relation to the change in the number of Offer Shares being offered. The Global Offering will be cancelled and subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before making applications for the Hong Kong Offer Shares, applicants should have regard to the possibility that any announcement of a reduction in the number of Offer Shares may not be made until or before the day which is the last day for making applications under the Hong Kong Public Offering.
In the absence of a notice of reduction, the number of Offer Shares (if the Company agrees with the Overall Coordinator (on behalf of the Underwriters)) will not be reduced.
The level of applications in the Hong Kong Public Offering, level of indications of interest in the International Offering, and basis of allocations of the Hong Kong Offer Shares are expected to be made available through a variety of channels in the manner described in the subsection headed "How to Apply for the Hong Kong Offer Shares — Publication of Results."
In order to provide the Company with the flexibility to increase the number of Offer Shares available under the Global Offering to cover additional demand, the Company has an Offer Size Adjustment Option which will allow the Company to issue up to 17,684,100 additional Offer Shares (representing 15.0% of the Offer Shares initially being offered under the Global Offering) (the "Offer Size Adjustment Option Shares") at the Offer Price. The Offer Size Adjustment Option may be exercised on or before the time of execution of the Price Determination Agreement and will lapse immediately thereafter.
The Offer Size Adjustment Option is contained in the Hong Kong Underwriting Agreement and is exercisable by the Company with the prior written agreement between the Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) on or before the time of the execution of the Price Determination Agreement. If it is not exercised by such time, then the Offer Size Adjustment Option will lapse. In considering whether to exercise the Offer Size Adjustment Option, the Company and the Overall Coordinators will take into account a number of factors, including, among other things:
(a) whether the level of interest expressed by prospective professional and institutional investors during the book-building process under the International Offering is sufficient to cover:
(i) the total number of Offer Shares, which represents the aggregate of the Offer Shares initially available under the Global Offering and the additional Offer Shares upon any exercise of the Offer Size Adjustment Option; and
(b) the prices at which prospective professional and institutional investors have indicated they would be prepared to acquire the Offer Shares in the course of the book-building process;
(c) the quality of investors, with a view to establishing a solid professional institutional and investor shareholder base to the benefit of the Company and its Shareholders as a whole;
general market conditions.
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, and the Overall Coordinators shall allocate additional H Shares to be offered by our 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, i.e., the initial proportion of 7.5%:92.5% between the Hong Kong Public Offering and the International Offering, except for the scenario where excess additional Offer Shares are not taken up by retail investors under the Hong Kong Public Offering and will then be reallocated to International Offering to satisfy excess demand in the International Offering as described in details below, in which case the final allocation of Offer Shares to the Hong Kong Public Offering will be less than 7.5% of the total number of Offer Shares in the Global Offering after the exercise of the Offer Size Adjustment Option.
Furthermore, the Company and the Overall Coordinators will only exercise the Offer Size Adjustment Option to the extent that the Offer Size Adjustment Option Shares to be allocated to the International Offering in order to maintain the initial proportionality between the Hong Kong Public Offering and the International Offering will be fully subscribed to ensure no Offer Size Adjustment Option Shares allocated to the International Offering will be reallocated to the Hong Kong Public Offering.
if the Hong Kong Public Offering is oversubscribed by at least 0.15 time (being the percentage which the additional Offer Shares issued pursuant to the Offer Size Adjustment Option represent as a percentage to the number of the initial Offer Shares), the additional Offer Shares will be allocated so as to maintain the initial proportionality between the Hong Kong Public Offering and the International Offering;
if the Hong Kong Public Offering is oversubscribed by less than 0.15 time, the additional Offer Shares will first be allocated to maintain, to the extent possible, the initial proportion of 7.5%:92.5% between the Hong Kong Public Offering and the International Offering. Any excess additional Offer Shares not taken up by retail investors under the Hong Kong Public Offering will then be reallocated to International Offering to satisfy excess demand in the International Offering. In such a case, the final allocation of Offer Shares to the Hong Kong Public Offering will be less than 7.5% of the total number of Offer Shares in the Global Offering after the exercise of the Offer Size Adjustment Option.
if the Hong Kong Public Offering is oversubscribed by at least the relevant multiple (being the percentage which the additional Offer Shares issued pursuant to the Offer Size Adjustment Option represent as a percentage to the number of the initial Offer Shares), the additional Offer Shares will be allocated so as to maintain the initial proportionality between the Hong Kong Public Offering and the International Offering;
if the Hong Kong Public Offering is oversubscribed by less than the relevant multiple (being the percentage which the additional Offer Shares issued pursuant to the Offer Size Adjustment Option represent as a percentage to the number of the initial Offer Shares), the additional Offer Shares will first be allocated to maintain, to the extent possible, the initial proportion of 7.5%:92.5% between the Hong Kong Public Offering and the International Offering. Any excess additional Offer Shares not taken up by retail investors under the Hong Kong Public Offering will then be reallocated to International Offering to satisfy excess demand in the International Offering. In such a case, the final allocation of Offer Shares to the Hong Kong Public Offering will be less than 7.5% of the total number of Offer Shares in the Global Offering after the exercise of the Offer Size Adjustment Option.
In the event that the Hong Kong Public Offering is undersubscribed, all the additional Offer Shares will be allocated to the International Offering. In such a case, the final allocation of Offer Shares to the Hong Kong Public Offering will be less than 7.5% of the total number of Offer Shares in the Global Offering after the exercise of the Offer Size Adjustment Option.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 0.39% of our enlarged issued share capital immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised). The dilution effect of the Offer Size Adjustment Option (assuming the Over-allotment Option is not exercised) is set out below:
| Number of H Shares issued under the Global Offering before the exercise of the Offer Size Adjustment Option (the "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 H Shares issued under the Global Offering after the exercise of the Offer Size Adjustment Option in full | Approximate percentage of total issued share capital held by the Original Subscribers after the exercise of the Offer Size Adjustment Option in full | |---|---|---|---| | 117,894,500 | 2.61% | 135,578,600 | 2.60% |
there is no certainty regarding the extent to which and the circumstances in which the Stabilizing Manager will exercise its discretion to effect such stabilizing transactions and no assurance that stabilizing transactions will be entered into;
transactions to stabilize or maintain the market price of our H Shares may be effected on the Stock Exchange;
as a result of stabilizing transactions, the market price of our H Shares could be higher than it would otherwise be in the absence of these transactions;
stabilizing bids or transactions on the Stock Exchange may be made at any price up to the Offer Price; and
stabilizing bids or transactions conducted on the Stock Exchange are required to be made at prices that are not in excess of the Offer Price.
The number of our H Shares that the Stabilizing Manager (or any person acting for it) may over-allocate will not exceed the number of H Shares which may be issued pursuant to the exercise of the Over-allotment Option.
HONG KONG PUBLIC OFFERING STRUCTURE AND CONDITIONS OF THE HONG KONG PUBLIC OFFERING Structure of the Hong Kong Public Offering The Hong Kong Public Offering is fully underwritten (subject to certain conditions) by the Hong Kong Underwriters under the Hong Kong Underwriting Agreement. Subject to the Stock Exchange granting the listing of, and permission to deal in, our H Shares and other conditions set out herein, the Hong Kong Underwriters have agreed to subscribe for or procure subscriptions for H Shares that are not taken up under the Hong Kong Public Offering. The Hong Kong Public Offering comprises 11,789,400 H Shares (subject to adjustment) for subscription by the public in Hong Kong at the Offer Price, representing approximately 10% of the total number of Offer Shares initially available under the Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised). Each applicant in the Hong Kong Public Offering will be required to give an undertaking and confirmation in the application that he/she/it has not applied for and will not apply for any International Offering Shares, whether in his/her/its own name or through any agent or nominee, and such applicant will not receive an allocation of the Offer Shares if such undertaking and/or confirmation cannot be given.
稳定价格经理（或任何代其行事的人）采取稳定价格行动的期限不得超过稳定价格期间，该期间自上市日期开始，并于2025年6月14日（星期六）结束（即香港公开发售截止申请日后第30天）。因此，稳定价格期间结束后，本公司H股的需求及市场价格可能下跌；
稳定价格经理（或任何代其行事的人）对本公司H股的出价或市场购买，可能以等于或低于发售价的价格进行，因此亦可能等于或低于购买人购买本公司H股所支付的价格。
为执行稳定价格行动，稳定价格经理将通过与已获分配国际发售股份的投资者订立延迟交付安排，安排合共最多17,684,100股H股的备用股份（假设发售规模调整选项未获行使，该数目不超过全球发售初始可供认购发售股份数目的15.0%），或合共最多20,336,700股H股（假设发售规模调整选项获全数行使，该数目不超过全球发售可供认购发售股份数目的15.0%）。延迟交付安排（如经投资者明确同意）仅涉及向该投资者延迟交付发售股份，而分配予该投资者的发售股份之发售价须于上市日期前全数缴付。上述备用股份数目及超额配股权可行使的范围，均取决于能否与投资者达成安排，使足够数量的H股可以延迟方式交付。若国际发售中没有投资者同意延迟交付安排，稳定价格经理将不会采取任何稳定价格行动，且超额配股权将不会获行使。
本公司将于稳定价格期间届满后七日内，按照香港法例第571W章《证券及期货（稳定价格）规则》的规定刊发公告。
上述各项须于各包销协议所列明的日期及时间或之前达成（除非该等条件已于上述日期及时间或之前获豁免），且无论如何须不迟于2025年5月20日（星期二）。
如因任何原因，整体协调人（代表其本身及承销商）与本公司未能于2025年5月16日（星期五）中午12时前就发售价达成协议，全球发售将不会进行并告失效。
香港公开发售及国际发售各自的完成，须以其中一项成为无条件且未按其条款遭终止为条件（其中包括）。
如上述条件未能于所列明的日期及时间前获达成或豁免，全球发售将不会进行并告失效，香港联合交易所将即时获得通知。本公司将于失效后翌个营业日在香港联合交易所网站www.hkexnews.hk及本公司网站www.catl.com刊发香港公开发售失效公告。在此情况下，所有申请款项将按「如何申请香港发售股份——寄发╱领取H股股票及退还申请款项」小节所载条款退还，且不计利息。与此同时，申请款项将存放于收款银行或其他根据香港法例第155章《银行业条例》在香港获发牌的银行的独立账户内。
STRUCTURE OF THE GLOBAL OFFERING H Share certificates for the Offer Shares will only become valid evidence of title at 8:00 a.m. on Tuesday, May 20, 2025, provided the Global Offering has become unconditional in all respects at or before that time.
DEALING ARRANGEMENTS Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Tuesday, May 20, 2025, it is expected that dealings in our H Shares on the Hong Kong Stock Exchange will commence at 9:00 a.m. on Tuesday, May 20, 2025.
Our H Shares will be traded in board lots of 100 H Shares each and the stock code of our H Shares will be 3750.
IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering and below are the procedures for application.
This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the "HKEXnews > New Listings > New Listing Information" section, and our website at www.catl.com.
The contents of this prospectus are identical to the prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying:
• are outside the United States (within the meaning of Regulation S), and are a person described in paragraph (h)(3) of Rule 902 of Regulation S; and
• are not a legal or natural person (except qualified domestic institutional investors) of the People's Republic of China.
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose benefit you are applying for:
• are an existing holder or beneficial owner of our Shares and/or a substantial shareholder of any of our subsidiaries;
• are our connected person or will become our connected person immediately upon completion of the Global Offering; or
• have been allocated or have applied for any International Offer Shares or otherwise participate in the International Offering.
The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, May 12, 2025 and end at 12:00 noon on Thursday, May 15, 2025 (Hong Kong time).
| Application Channel | Platform | Target Investors | Application Time | |---|---|---|---| | White Form eIPO service | www.eipo.com.hk | Investors who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. | From 9:00 a.m. on Monday, May 12, 2025 to 11:30 a.m., Thursday, May 15, 2025, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Thursday, May 15, 2025, Hong Kong time. | | HKSCC EIPO channel | Your broker or custodian who is a HKSCC Participant will submit electronic application instructions on your behalf through HKSCC's FINI system in accordance with your instruction | Investors who would not like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant's stock account. | Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. |
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment in respect of any application instructions given by you or for your benefit through the White Form eIPO service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a person for whose benefit the electronic application instructions are given, you shall be deemed to have declared that only one set of electronic application instructions has been given for your benefit. If you are an agent for another person, you shall be deemed to have declared that you have only given one set of electronic application instructions for the benefit of the person for whom you are an agent and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO service more than once and obtaining different application reference numbers without effecting full payment in respect of a particular reference number will not constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized the White Form eIPO Service Provider to apply on the terms and conditions in this prospectus, as supplemented and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed to have been made for any application instructions given by you or for your benefit to HKSCC (in which case an application will be made by HKSCC Nominees on your behalf) provided such application instruction has not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and conditions of this prospectus.
Only one application may be made for the benefit of any person. If you are suspected of making more than one application through the White Form eIPO service or any other channel, all of your applications are liable to be rejected.
| For Individual/Joint Applicants | For Corporate Applicants | |---|---| | • Full name(s) (2) as shown on your identity document | • Full name(s) (2) as shown on your identity document | | • Identity document's issuing country or jurisdiction | • Identity document's issuing country or jurisdiction | | • Identity document type, with order of priority: | • Identity document type, with order of priority: | | i. HKID card; or | i. LEI registration document; or | | ii. National identification document; or | ii. Certificate of incorporation; or | | iii. Passport; and | iii. Business registration certificate; or | | | iv. Other equivalent document; and | | • Identity document number | • Identity document number |
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail address, a contact telephone number and a Hong Kong address. You are also required to declare that the identity information provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID card.
(2) The applicant's full name as shown on their identity document must be used and the surname, given name, middle and other names (if any) must be input in the same order as shown on the identity document. If an applicant's identity document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the applicant's identity document type must be strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data ("CID") of the trustee, as set out above, will be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management company or the individual fund, as appropriate, which has opened a trading account with the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at four 1 in accordance with market practice.
1 Subject to change, if the Company's Articles and applicable company law prescribe a lower cap.
If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity document's issuing country or jurisdiction, the identity document type; and (ii), the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not include this information, the application will be treated as being made for your benefit.
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: •
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 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$263.00 per H Share. If you are applying through the HKSCC EIPO channel, your broker or custodian may require you to pre-fund your application in such amount as determined by the broker or custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for complying with any such pre- funding requirement imposed by your broker or custodian with respect to the Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to arrange payment of the Offer Price, brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading fee and the AFRC transaction levy by debiting the relevant nominee bank account at the designated bank for your broker or custodian. If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of H Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.
| No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | |---|---|---|---|---|---|---|---| | 100 | 26,565.24 | 3,000 | 796,957.06 | 50,000 | 13,282,617.76 | 700,000 | 185,956,648.50 | | 200 | 53,130.47 | 4,000 | 1,062,609.42 | 60,000 | 15,939,141.30 | 800,000 | 212,521,884.00 | | 300 | 79,695.71 | 5,000 | 1,328,261.78 | 70,000 | 18,595,664.86 | 900,000 | 239,087,119.50 | | 400 | 106,260.94 | 6,000 | 1,593,914.14 | 80,000 | 21,252,188.40 | 1,000,000 | 265,652,355.00 | | 500 | 132,826.18 | 7,000 | 1,859,566.49 | 90,000 | 23,908,711.96 | 1,500,000 | 398,478,532.50 | | 600 | 159,391.42 | 8,000 | 2,125,218.85 | 100,000 | 26,565,235.50 | 2,000,000 | 531,304,710.00 | | 700 | 185,956.65 | 9,000 | 2,390,871.20 | 200,000 | 53,130,471.00 | 2,500,000 | 664,130,887.50 | | 800 | 212,521.89 | 10,000 | 2,656,523.56 | 300,000 | 79,695,706.50 | 3,000,000 | 796,957,065.00 | | 900 | 239,087.12 | 20,000 | 5,313,047.10 | 400,000 | 106,260,942.00 | 3,500,000 | 929,783,242.50 | | 1,000 | 265,652.35 | 30,000 | 7,969,570.66 | 500,000 | 132,826,177.50 | 4,000,000 | 1,062,609,420.00 | | 2,000 | 531,304.71 | 40,000 | 10,626,094.20 | 600,000 | 159,391,413.00 | 4,421,000(1) | 1,174,449,061.45 |
Maximum number of Hong Kong Offer Shares you may apply for.
The amount payable is inclusive of brokerage, SFC transaction levy, the Hong Kong Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction levy, the Hong Kong Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).
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.
您或您的联名申请人不得为自己的利益提交超过一份申请，但如您是代名人，且已按本节"——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益投资者的资料，则属例外。如您被怀疑提交或导致提交超过一份申请，您的全部申请将被拒绝。
通过以下任一渠道提交多份申请均属禁止，并将被拒绝：(i) 白表eIPO服务，(ii) 香港结算电子IPO渠道，或 (iii) 同时通过上述两个渠道申请。如您已通过白表eIPO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申请任何国际发售股份。
(a) 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（或其代理人或代名人）作为我们的代理，代表您签署任何文件，并代表您办理一切必要手续，以按照公司章程的规定将分配予您的任何香港发售股份登记在您的名下或香港结算代理人的名下，以及（如您通过香港结算电子IPO渠道申请）代表您将已分配的香港发售股份直接存入中央结算系统，存入您指定的香港结算参与者证券账户；
(c) （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，并在就申请香港发售股份发出申请指示时，遵守香港结算一般规则及香港结算操作程序；
(g) 同意按照法律、规则或法规的要求，就本节"——个人资料——目的"及"——个人资料——个人资料的转移"段落所述目的，向我们、相关人士、收款银行、H股证券登记处、香港结算、香港结算代理人、香港联合交易所、证券及期货事务监察委员会及任何其他法定监管或政府机构披露您的申请详情及您的个人资料，以及关于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；
(i) 同意在符合《公司（清盘及杂项条文）条例》第44A(6)条的规定下，您或香港结算代理人代表您提交的任何申请一经接纳即不可撤销，H股证券登记处将以本节"——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纳的证明；
(l) 同意遵守《公司条例》、《公司（清盘及杂项条文）条例》、公司章程、中国《公司法》及适用于您的申请的任何其他地方的法律，且我们及相关人士均不会因接纳您的购买要约，或因本招股说明书所载条款及条件项下您的权利和义务所引起的任何行动，而违反香港境内及/或境外的任何法律；
(m) 确认（a）您的申请或香港中央结算（代理人）有限公司代表您提出的申请并非直接或间接由本公司、本公司任何董事、主要行政人员、大股东或现有股东或其任何附属公司或彼等各自的紧密联系人提供资金；以及（b）您并不习惯于或将不会习惯于就以您名义登记或您以其他方式持有的H股的购买、出售、投票或其他处置事宜，接受本公司、本公司任何董事、主要行政人员、大股东或现有股东或其任何附属公司或彼等各自的紧密联系人的指示；
(r) 陈述、保证及承诺（i）您明白香港发售股份未曾且将不会根据美国《证券法》进行登记；以及（ii）您及您代其申请香港发售股份的任何人士均处于美国境外（定义见S规例）或属于S规例第902条第(h)(3)款所述的人士；
(v) （如您以代理人身份为另一人的利益提出申请）保证：（i）您未曾且将不会以代理人身份为该人或为该人的利益，或由该人或由任何其他人士以代理人身份为该人，透过向香港中央结算有限公司发出申请指示而提出任何其他申请；以及（ii）您获得充分授权，代表该人以其代理人身份发出电子申请指示；以及
(w) 如香港以外任何地方的法律适用于您的申请，同意及保证您已遵守所有该等法律，且由于接受您的购买要约或因本招股说明书所载条款及条件项下您的权利及义务而产生的任何行动，本公司及任何相关人士均不会违反任何该等法律。
| 平台 | 日期╱时间 | |---|---| | 透过白表电子招股服务或香港中央结算有限公司电子招股渠道申请： | | | 网站 | 24小时，由2025年5月19日（星期一）晚上11时起至2025年5月25日（星期日）午夜12时正（香港时间） | | www.iporesults.com.hk上的指定配发结果（另：www.eipo.com.hk/eIPOAllotment），设有「以身份证号码搜寻」功能。 | | | 获全部或部分接纳的白表电子招股服务及香港中央结算有限公司电子招股渠道申请人的完整名单（i）以及（ii）有条件配发予彼等的香港发售股份数目等，将显示于白表电子招股服务www.iporesults.com.hk（另：www.eipo.com.hk/eIPOAllotment）的「配发结果」页面。 | | | 香港联合交易所网站www.hkexnews.hk及本公司网站www.catl.com，该等网站将提供连结至上述H股股份登记处网站的链接。 | 不迟于2025年5月19日（星期一）晚上11时（香港时间） | | 电话 | 2025年5月20日（星期二）至2025年5月23日（星期五）上午9时至下午6时（香港时间） | | +852 2862 8555 — H股股份登记处提供的配发结果电话查询热线 | |
透过香港中央结算有限公司电子招股渠道申请的人士，亦可于2025年5月16日（星期五）下午6时（香港时间）起向其经纪或托管人查询。
香港中央结算有限公司参与者可于2025年5月16日（星期五）下午6时（香港时间）起，全天候登入FINI查阅配发结果，如发现配发结果有任何差异，应尽快向香港中央结算有限公司报告。
我们预期于不迟于2025年5月19日（星期一）晚上11时（香港时间），在香港联合交易所网站www.hkexnews.hk及本公司网站www.catl.com上公布最终发售价、国际发售的意向水平、香港公开发售的申请水平及香港发售股份的配发基准。
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be required to hold sufficient application funds on deposit with their designated bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required to settle each HKSCC Participant's actual Hong Kong Offer Share allotment from their designated bank.
There is a risk of money settlement failure. In the extreme event of money settlement failure by a HKSCC Participant (or its designated bank), who is acting on your behalf in settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC Participant and its designated bank to determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied for by you through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC Participant. None of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due to the money settlement failure.
You will receive one H Share certificate for all Hong Kong Offer Shares allocated to you under the Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel where the H Share certificate will be deposited into CCASS as described below).
We will not issue: (i) temporary document of title in respect of our H Shares; or (ii) receipt for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, May 20, 2025 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed "Underwriting" has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid evidence of title do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application monies pending clearance of application monies.
| | White Form eIPO service | HKSCC EIPO channel | |---|---|---| | Despatch/collection of H Share certificates of 1,000,000 or more Offer Shares issued under your own name | Collection in person from our H Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. Time: from 9:00 a.m. to 1:00 p.m. on Tuesday, May 20, 2025 (Hong Kong time) If you are an individual, you must not authorize any other person to collect for you. If you are a corporate applicant, your authorized representative must bear a letter of authorization from your corporation stamped with your corporation's chop. Both individuals and authorized representatives must produce, at the time of collection, evidence of identity acceptable to the H Share Registrar. Note: If you do not collect your H Share certificate(s) personally within the time above, it/they will be sent to the address specified in your application instructions by ordinary post at your own risk. | H Share certificates will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to your designated HKSCC Participant's stock account. No action by you is required. | | For physical H Share certificates of less than 1,000,000 Offer Shares issued under your own name | Your H Share certificate(s) will be sent to the address specified in your application instructions by ordinary post at your own risk. Time: Monday, May 19, 2025 | |
您的经纪商或托管人将 根据您与其之间的安排， 将退款安排退至您指定 的银行账户。
除非在上市日期前一个营业日香港出现严重天气警告信号（定义见下文），使相关股票证书无法及时发送至香港中央结算有限公司，否则本公司将促使H股证券登记处按照双方商定的应急安排，安排交付相关文件及股票证书。您可参阅本节"——严重天气安排"部分。
申请名单将改为在下一个于上午9时至中午12时之间未发出上述任何警告的营业日的上午11时45分至中午12时之间开放，及／或于中午12时截止。
准投资者应注意，申请名单开放╱截止时间的延迟可能导致上市日期推迟。倘本招股章程"预期时间表"一节所述日期有任何变动，将于香港联合交易所网站www.hkexnews.hk及本公司网站www.catl.com刊登公告，公布修订后的时间表。
如上述任何警告于2025年5月19日（星期一）悬挂，H股证券登记处将就向中央结算系统托管处服务柜台交付H股股票证书作出适当安排，以确保相关股份可于2025年5月20日（星期二）开始买卖。
如上述任何警告于2025年5月19日（星期一）悬挂，对于原定于2025年5月19日（星期一）以普通邮递方式寄出、以您本人名义发行且涉及少于1,000,000股香港发售股份的实体H股股票证书，将于上述任何警告解除或取消后（例如2025年5月19日（星期一）下午或2025年5月20日（星期二））邮局恢复服务时以普通邮递方式寄出。
如上述任何警告于2025年5月20日（星期二）悬挂，对于原定于2025年5月20日（星期二）上午9时至下午1时在H股证券登记处办公室领取、以您本人名义发行且涉及等于或多于1,000,000股香港发售股份的实体H股股票证书，您可于上述任何警告解除或取消后（例如2025年5月20日（星期二）下午或2025年5月21日（星期三））前往H股证券登记处办公室领取。
准投资者应注意，如其选择收取以本人名义发行的实体H股股票证书，可能会在收取H股股票证书方面出现延误。
如香港联合交易所批准本公司H股上市及买卖，且本公司符合香港中央结算有限公司的股份纳入规定，则本公司H股将自上市日期起（或香港中央结算有限公司选定的其他日期起）获香港中央结算有限公司接纳为合资格证券，并可于中央结算系统内存托、结算及交收。交易所参与者之间的交易须于任何交易日后第二个交收日在中央结算系统内完成结算。
中央结算系统内的所有活动均受香港中央结算有限公司不时生效的《中央结算系统一般规则》及《香港中央结算有限公司运作程序》约束。
所有必要安排已经作出，以便H股获纳入中央结算系统。
您应就结算安排的详情向您的经纪商或其他专业顾问寻求意见，因为该等安排可能影响您的权利及利益。
The following Personal Information Collection Statement applies to any personal data collected and held by us, the Relevant Persons, the H Share Registrar and the receiving bank(s) about you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This personal data may include client identifier(s) and your identification information. By giving application instructions to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal Information Collection Statement below.
This Personal Information Collection Statement informs applicant for, and holder of, Hong Kong Offer Shares, of the policies and practices of ours and the H Share Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong).
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that personal data supplied to us or our agents and the H Share Registrar is accurate and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your application for the Hong Kong Offer Shares being rejected, or in the delay or the inability of us or the H Share Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform us and the H Share Registrar immediately of any inaccuracies in the personal data supplied.
Your personal data may be used, held, processed, and/or stored (by whatever means) for the following purposes:
• processing your application and refund cheque and White Form e-Refund payment instruction(s), where applicable, verification of compliance with the terms and application procedures set out in this prospectus and announcing results of allocation of Hong Kong Offer Shares;
• registering new issues or transfers into or out of the names of the holders of our H Shares including, where applicable, HKSCC Nominees;
• verifying identities of applicants for and holders of our H Shares and identifying any duplicate applications for our H Shares;
• establishing benefit entitlements of holders of our H Shares, such as dividends, rights issues, bonus issues, etc.;
• any other incidental or associated purposes relating to the above and/or to enable us and the H Share Registrar to discharge our or their obligations to applicants and holders of our H Shares and/or regulators and/or any other purposes to which the applicants and holders of the H Shares may from time to time agree.
Personal data held by us and the H Share Registrar relating to the applicants for and holders of Hong Kong Offer Shares will be kept confidential, but we and the H Share Registrar may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from or with any of the following:
• our appointed agents such as financial advisers, receiving bank(s) and overseas principal share registrar;
• HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal data to the H Share Registrar for the purposes of providing its services or facilities or performing its functions in accordance with its rules or procedures and operating FINI and CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into CCASS);
• any agents, contractors or third-party service providers who offer administrative, telecommunications, computer, payment or other services to us or the H Share Registrar in connection with their respective business operation;
• the Hong Kong Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations including for the purpose of the Hong Kong Stock Exchange's administration of the Listing Rules and the SFC's performance of its statutory functions; and
• any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to have dealings, such as their bankers, solicitors, accountants or stockbrokers, etc.
我们及H股股份过户登记处将保留申请人及香港发售股份持有人的个人资料，保留期限以履行收集该等个人资料所需目的为限。不再需要的个人资料将根据《个人资料（私隐）条例》（香港法例第486章）予以销毁或处理。
香港发售股份申请人及持有人有权查询我们或H股股份过户登记处是否持有其个人资料，获取该等资料的副本，并更正任何不准确的资料。我们及H股股份过户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，应向我们及H股股份过户登记处提出，地址为本招股章程"公司资料"一节所披露的注册地址或不时通知的地址，收件人为公司秘书，或向H股股份过户登记处提出，收件人为私隐合规主任。
以下为载于第I-1至I-108页的报告全文，由本公司申报会计师香港致同会计师事务所有限公司（香港注册会计师）出具，以供载入本招股章程。
我们就载于第I-4至I-108页的宁德时代新能源科技股份有限公司（"本公司"）及其附属公司（统称"本集团"）的历史财务资料报告，该等资料包括本集团截至2022年、2023年及2024年12月31日的综合财务状况表、本公司截至2022年、2023年及2024年12月31日的财务状况表，以及本集团截至2022年、2023年及2024年12月31日止各年度（"往绩记录期间"）的综合损益表、综合全面收益表、综合权益变动表及综合现金流量表，以及重大会计政策资料及其他说明资料（统称"历史财务资料"）。载于第I-4至I-108页的历史财务资料构成本报告的组成部分，本报告已为纳入宁德时代新能源科技股份有限公司日期为2025年5月12日的招股章程（"招股章程"）而编制，以供本公司H股在香港联合交易所有限公司（"联交所"）主板首次上市之用。
本公司董事负责按照历史财务资料附注2所载呈列及编制基准编制历史财务资料，使其呈现真实公平的状况，并负责设立本公司董事认为必要的内部控制，以确保编制不存在因欺诈或错误而导致的重大错误陈述的历史财务资料。
我们的责任是就历史财务资料发表意见，并向各位报告我们的意见。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汇报业务准则第200号《投资通函中历史财务资料的会计师报告》开展工作。该准则要求我们遵守职业道德准则，并计划和执行我们的工作，以合理确信历史财务资料不存在重大错误陈述。
我们的工作包括执行程序以获取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，包括评估历史财务资料存在重大错误陈述的风险（无论是否由欺诈或错误所致）。在作出该等风险评估时，申报会计师考虑与实体按历史财务资料附注2所载呈列及编制基准编制呈现真实公平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，但并非为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本公司董事所采用会计政策的适当性及所作会计估计的合理性，以及评估历史财务资料的整体呈列。
我们相信，我们所获取的证据充足且适当，可为我们的意见提供基础。
我们认为，历史财务资料就会计师报告之目的，真实公平地反映了本集团截至2022年、2023年及2024年12月31日的综合财务状况、本公司截至2022年、2023年及2024年12月31日的财务状况，以及本集团于往绩记录期间的综合财务表现及综合现金流量，符合历史财务资料附注2所载呈列及编制基准。
Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-4 have been made.
Dividends We refer to Note 14 to the Historical Financial Information which contains information about the dividends paid by the Company in respect of the Track Record Period.
Grant Thornton Hong Kong Limited Certified Public Accountants 11th Floor, Lee Garden Two 28 Yun Ping Road Causeway Bay Hong Kong 12 May 2025 Ng Ka Kong Practising Certificate Number: P06919
APPENDIX I I.
Preparation of Historical Financial Information Set out below is the Historical Financial Information which forms an integral part of this accountants' report.
The consolidated financial statements of the Group for the Track Record Period, on which the Historical Financial Information is based, were audited by Grant Thornton Hong Kong Limited 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 (RMB'000) except when otherwise indicated.
| | Notes | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---|---| | Revenue | 5 | 328,593,988 | 400,917,045 | 362,012,554 | | Cost of sales | | (270,629,780) | (323,982,130) | (273,518,959) | | Gross profit | | 57,964,208 | 76,934,915 | 88,493,595 | | Research and development expenses | 7 | (15,510,453) | (18,356,108) | (18,606,756) | | Administrative and other operating expenses | 6(a) | (8,103,787) | (10,526,439) | (11,952,257) | | Selling expenses | 6(b) | (2,519,230) | (3,042,744) | (3,562,797) | | Other income | 8 | 7,047,244 | 14,883,428 | 19,514,964 | | Other gains and losses, net | 11 | 1,285,908 | 410,724 | 15,342 | | Impairment losses | | (3,973,175) | (6,107,968) | (9,295,851) | | Finance costs | | (2,132,375) | (3,446,516) | (3,879,076) | | Share of results of associates and joint ventures, net | 20 | 2,614,517 | 3,745,762 | 3,743,040 | | Profit before income tax | | 36,672,857 | 54,495,054 | 64,470,204 | | Income tax expense | 12 | (3,215,713) | (7,153,019) | (9,175,245) | | Profit for the year | | 33,457,144 | 47,342,035 | 55,294,959 | | Attributable to: | | | | | | Owners of the Company | 13 | 30,729,164 | 44,702,249 | 52,032,846 | | Non-controlling interests | | 2,727,980 | 2,639,786 | 3,262,113 | | | | 33,457,144 | 47,342,035 | 55,294,959 |
| | Notes | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---|---| | Profit for the year | | 33,457,144 | 47,342,035 | 55,294,959 | | Other comprehensive income/(loss), net of tax | | | | | | Items that will not be reclassified subsequently to profit or loss: | | | | | | – Fair value changes on equity investments at fair value through other comprehensive income ("FVTOCI"), net of tax | | 3,523,744 | (1,539,168) | (2,518,065) | | – Share of other comprehensive (loss)/income of associates, net of tax | | (63,238) | (1,688) | 93,456 | | Items that will be reclassified subsequently to profit or loss: | | | | | | – Fair value changes on financial assets at FVTOCI, net of tax | | (27,826) | (212,085) | 154,512 | | – Share of other comprehensive income/(loss) of associates, net of tax | | 7,040 | 665,231 | (294,514) | | – Cash flow hedges, net of tax | | 250,538 | (2,958,851) | (428,065) | | – Exchange differences on translation of financial statements of foreign operations, net of tax | | 1,356,252 | (665,298) | 1,305,062 | | Other comprehensive income/(loss) for the year, net of tax | | 5,046,510 | (4,711,859) | (1,687,614) | | Total comprehensive income for the year | | 38,503,654 | 42,630,176 | 53,607,345 | | Attributable to: | | | | | | Owners of the Company | | 35,452,144 | 40,149,105 | 50,228,563 | | Non-controlling interests | | 3,051,510 | 2,481,071 | 3,378,782 | | | | 38,503,654 | 42,630,176 | 53,607,345 | | Earnings per share ("EPS") for profit attributable to owners of the Company | | | | | | Basic (in RMB per share) | 15(a) | 7.18 | 10.19 | 11.87 | | Diluted (in RMB per share) | 15(b) | 7.16 | 10.18 | 11.87 |
| | Notes | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---|---| | ASSETS AND LIABILITIES | | | | | | Non-current assets | | | | | | Property, plant and equipment | 16 | 126,763,261 | 145,095,647 | 146,937,736 | | Right-of-use assets | 17 | 8,475,065 | 9,016,403 | 10,003,361 | | Goodwill | 18 | 704,065 | 707,882 | 894,757 | | Intangible assets | 19 | 1,914,033 | 7,037,407 | 5,306,438 | | Investments in associates and joint ventures | 20 | 17,595,207 | 50,027,694 | 54,791,525 | | Financial assets at fair value through profit or loss ("FVTPL") | 21 | 2,645,307 | 2,816,190 | 3,135,658 | | Financial assets at FVTOCI | 22 | 20,491,264 | 14,128,318 | 11,900,901 | | Prepayments, deposits and other assets | 26 | 25,145,633 | 21,154,913 | 19,426,825 | | Deferred tax assets | 29 | 9,483,660 | 17,395,585 | 24,118,834 |
213,217,495 267,380,039 276,516,035 Current assets Inventories ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Trade and bills receivables ў ў ў ў ў ў ў ў ў Contract assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Prepayments, deposits and other assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Financial assets at FVTPL ў ў ў ў ў ў ў ў ў ў Financial assets at FVTOCI ў ў ў ў ў ў ў ў ў Derivative financial instruments ў ў ў ў ў Bank balances, deposits and cash ў ў ў ў
37,735,999 21,339,971 19,804,706 1,981,328 7,767 14,282,253 18,965,715 55,289,319 53,309,701 575,638 – – 190,139,815 261,710,833 298,243,356 387,734,858 449,788,002 510,142,088
Current liabilities Trade and bills payables ў ў ў ў ў ў ў ў ў ў ў Contract liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Other payables and accruals ў ў ў ў ў ў ў ў Borrowings ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Lease liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Derivative financial instruments ў ў ў ў ў Income tax payable ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
191,747,512 167,825,751 179,476,484 22,444,785 23,982,352 27,834,446 55,704,573 58,963,987 57,141,230 21,534,521 22,059,847 42,373,738 113,106 106,299 182,379 – 3,941,410 2,116,017 4,216,924 10,121,425 8,047,240 295,761,421 287,001,071 317,171,534
Non-current liabilities Other payables and accruals ў ў ў ў ў ў ў ў Contract liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Borrowings ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Lease liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Deferred tax liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў Provisions ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
19,966,702 46,866,869 6,910,284 6,093,840 79,327,247 104,035,996 572,350 283,296 1,807,813 1,364,906 19,697,375 51,638,913
128,281,771 210,283,820 196,030,416 Net assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў EQUITY Share capital ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Reserves ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Equity attributable to owners of the Company ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Non-controlling interests ў ў ў ў ў ў ў ў ў ў ў
ASSETS AND LIABILITIES Non-current assets Property, plant and equipment ў ў ў ў ў ў ў ў ў ў Right-of-use assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Intangible assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Investments in subsidiaries ў ў ў ў ў ў ў ў ў ў ў ў Investments in associates and joint ventures ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Financial assets at FVTPL ў ў ў ў ў ў ў ў ў ў ў ў ў Financial assets at FVTOCI ў ў ў ў ў ў ў ў ў ў ў ў Prepayments, deposits and other assets ў ў ў Deferred tax assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Current assets Inventories ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Trade and bills receivables ў ў ў ў ў ў ў ў ў ў ў ў ў Contract assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Prepayments, deposits and other assets ў ў ў Financial assets at FVTPL ў ў ў ў ў ў ў ў ў ў ў ў ў Financial assets at FVTOCI ў ў ў ў ў ў ў ў ў ў ў ў Derivative financial instruments ў ў ў ў ў ў ў ў ў Bank balances, deposits and cash ў ў ў ў ў ў ў ў Current liabilities Trade and bills payables ў ў ў ў ў ў ў ў ў ў ў ў ў ў Contract liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Other payables and accruals ў ў ў ў ў ў ў ў ў ў ў ў Borrowings ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Lease liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Derivative financial instruments ў ў ў ў ў ў ў ў ў Income tax payable ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Net current assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Total assets less current liabilities ў ў ў ў ў ў Non-current liabilities Other payables and accruals ў ў ў ў ў ў ў ў ў ў ў ў Borrowings ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Lease liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Deferred tax liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Provisions ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
14,167,097 14,090,253 13,996,794 812,088 967,188 1,177,193 6,101,553 4,473,126 4,528,748 10,055,286 8,505,854 7,485,682 5,602,248 11,004,452 13,496,389 92,249,163 111,329,656 117,307,841 42,288,695 24,016,255 32,369,700 65,464,374 68,103,049 69,969,060 172,606 230,302 360,229 57,517,664 37,945,461 42,295,615 – – 10,871,100 14,553,639 51,716,459 49,145,249 507,883 – – 134,445,173 170,158,532 199,165,225 314,950,034 352,170,058 404,176,178
30 159,031,290 144,982,984 153,396,137 25(b) 23,232,269 24,060,818 25,228,351 31 26,419,392 30,738,183 34,750,221 32 4,935,124 1,770,526 9,921,289 26,286 28,168 32,931 – 3,887,967 2,408,537 2,155,754 7,387,638 4,750,669 215,800,115 212,856,284 230,488,135 99,149,919 139,313,774 173,688,043 191,399,082 250,643,430 290,995,884
Net assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў EQUITY Share capital ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Reserves ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Total equity ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
614,668 570,785 705,408 29,516,027 36,966,441 31,817,726 182,208 154,041 146,796 866,642 708,838 789,773 17,277,668 46,268,522 62,990,080 48,457,213 84,668,627 96,449,783 142,941,869 165,974,803 194,546,101
2,442,515 4,399,041 4,403,466 140,499,354 161,575,762 190,142,635 142,941,869 165,974,803 194,546,101
Share-based compensation expenses Dividends declared (Note 14) Appropriation of statutory reserve Capital injection Provision of special reserve Utilisation of special reserve Others (Note)
Note: It mainly represents the amount of acquisitions of non-controlling interests.
It mainly represents the amounts of (i) partial disposal of subsidiaries without loss of controls and (ii) recognition of redemption liability in respect of put option arrangement with non-controlling interests.
Appropriation of statutory reserve Transfer of other comprehensive income to retained earnings Share-based compensation expenses Dividends declared (Note 14) Capital injection Conversion of capital reserve into share capital Provision of special reserve Utilisation of special reserve Others (Note)
– – 10,735 688,995 (450,171) (27,908,302) 1,959,694 1,416,009 10,600 87,854 (248) (51,306) (558,348) 25,732,428
Note: It mainly represents the amounts of (i) acquisitions of non-controlling interests and (ii) derecognition of redemption liability in respect of put option arrangement with non-controlling interests.
Appropriation of statutory reserve ў ў ў ў ў Transfer of other comprehensive income to retained earnings ў ў ў ў ў ў ў ў ў ў ў ў ў Share-based compensation expenses ў ў ў ў Dividends declared (Note 14) ў ў ў ў ў ў ў Capital injection ў ў ў ў ў ў ў ў ў ў ў ў ў ў Provision of special reserve ў ў ў ў ў ў ў ў Utilisation of special reserve ў ў ў ў ў ў ў ў Others (Note) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Profit for the year ў ў ў ў ў ў ў ў ў ў ў ў ў Other comprehensive (loss)/income for the year ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
**Cash flows from operating activities** | Proceeds from sales of goods | 305,775,248 | 417,943,223 | 417,525,378 | | Proceeds from refund of other tax and surcharges | 9,478,690 | 12,739,610 | 10,506,188 | | Cash received related to other operating activities | 423,809 | 1,916,500 | 2,232,183 | | Interest income | 3,489,711 | 6,334,318 | 5,839,929 | | Proceeds from other income | 10,643,695 | 7,473,846 | 8,775,738 | | Cash paid for material and services | (235,327,104) | (310,521,178) | (285,455,632) | | Cash paid for salaries | (18,157,352) | (21,140,597) | (25,499,653) | | Income tax and other taxes paid | (10,529,733) | (17,117,191) | (28,529,188) | | Cash paid related to other operating activities | (4,588,120) | (4,802,406) | (8,404,599) |
| **Net cash generated from operating activities** | **61,208,844** | **92,826,125** | **96,990,344** |
**Cash flows from investing activities** | Proceeds from disposal of associates, joint ventures and financial assets at fair value | 1,307,996 | 7,651,159 | 2,028,899 | | Proceeds from disposal of property, plant and equipment, intangible assets and prepaid lease payments | 594 | 12,853 | 75,110 | | Proceeds from disposal of subsidiaries | – | 3,307 | – | | Proceeds from investment income | 740,372 | 1,711,393 | 1,838,083 | | Proceeds from other investing activities | 1,531,307 | 1,239,799 | 963,920 | | Purchase of property, plant and equipment, intangible assets and prepaid lease payments | (48,215,268) | (33,624,897) | (31,179,943) | | Investments in associates, joint ventures and financial assets at fair value | (12,764,661) | (5,649,689) | (22,169,451) | | Cash outflows from acquisition of subsidiaries | – | (321,446) | (244,022) | | Payments for other investing activities | (6,740,183) | (210,242) | (187,907) |
| **Net cash used in investing activities** | **(64,139,843)** | **(29,187,763)** | **(48,875,311)** |
**Cash flows from financing activities** | Proceeds from private placement and restricted stock incentive plans | 45,362,948 | 397,548 | 600,734 | | Capital contributions from non-controlling interests | 2,092,259 | 2,926,448 | 1,959,694 | | Proceeds from borrowings | 55,957,727 | 46,595,746 | 30,640,129 | | Proceeds from other financing activities | 208,178 | 366,758 | 192,179 | | Repayment of borrowings | (17,605,771) | (23,795,322) | (19,972,240) | | Interest paid | (1,960,135) | (2,889,905) | (3,188,828) | | Dividend paid to owners of the Company | (1,591,335) | (6,121,360) | (22,122,552) | | Dividend paid to non-controlling interests | – | (469,828) | (496,051) | | Payments for other financing activities | (197,440) | (2,293,723) | (2,137,299) |
| **Net cash generated from/(used in) financing activities** | **82,266,431** | **14,716,362** | **(14,524,234)** |
| | Note | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---|---| | Net increase in cash and cash equivalents | | 79,335,432 | 78,354,724 | 33,590,799 | | Cash and cash equivalents at the beginning of the year | | 75,505,735 | 157,629,318 | 238,165,487 | | Effect of foreign exchange rate changes | 28 | 2,788,151 | 2,181,445 | (1,596,552) | | **Cash and cash equivalents at the end of the year** | | **157,629,318** | **238,165,487** | **270,159,734** |
The Company was a limited liability company incorporated in the People's Republic of China (the "PRC") on 16 December 2011 and changed to a joint stock limited company on 15 December 2015. The Company's A shares are listed on Shenzhen Stock Exchange on 11 June 2018. The address of the Company's registered office and its principal place of business is No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, the PRC.
During the Track Record Period, the Company and its subsidiaries are principally engaged in the research, development, production and sales of electric vehicle ("EV") batteries and energy storage system ("ESS") batteries.
In the opinion of the directors, the Company's ultimate holding company is Xiamen Ruiting Investment Co., Ltd., a company incorporated in the PRC and controlled by Mr. Zeng Yuqun.
In this Historical Financial Information, certain English names of the companies referred herein represent management's best effort to translate the Chinese names of the companies as no English names have been registered.
At the date of this Historical Financial Information, the Company's principal subsidiaries are as follows:
| Company name | Place of establishment/ incorporation and operation | Share capital (in thousand) | Equity attributable to the Company Direct | Equity attributable to the Company Indirect | Principal activity | |---|---|---|---|---|---| | Jiangsu Contemporary Amperex Technology Limited (江蘇時代新能源科技有限公司) (Note (a)) | The PRC | RMB1,000,000 | 100% | N/A | EV batteries and ESS batteries related business | | United Auto Battery Co., Ltd. (時代上汽動力電池有限公司) (Note (d)) | The PRC | RMB2,500,000 | 51% | N/A | EV batteries and ESS batteries related business | | Sichuan Contemporary Amperex Technology Limited (四川時代新能源科技有限公司) (Note (a)) | The PRC | RMB5,303,005 | 79.20% | N/A | EV batteries and ESS batteries related business | | Fuding Contemporary Amperex Technology Limited (福鼎時代新能源科技有限公司) (Note (b)) | The PRC | RMB4,500,000 | 100% | N/A | EV batteries and ESS batteries related business | | Guangdong Ruiqing Contemporary Amperex Technology Limited (廣東瑞慶時代新能源科技有限公司) (Note (c)) | The PRC | RMB1,000,000 | 100% | N/A | EV batteries and ESS batteries related business | | Ruiting Contemporary Amperex Technology (Shanghai) Limited (瑞庭時代(上海)新能源科技有限公司) (Note (a)) | The PRC | RMB500,000 | 100% | N/A | EV batteries and ESS batteries related business | | Contemporary Amperex Technology (Hong Kong) Limited (香港時代新能源科技有限公司) (Note (e)) | Hong Kong | Hong Kong Dollars ("HK$") 6,920,892 | 100% | N/A | Trade and investment |
| Company name | Place of establishment/ incorporation and operation | Share capital (in thousand) | Equity attributable to the Company Direct | Equity attributable to the Company Indirect | Principal activity | |---|---|---|---|---|---| | Hunan Brunp Recycling Technology Co., Ltd (湖南邦普循環科技有限公司) (Note (a)) | The PRC | RMB60,000 | N/A | 69.08% | Lithium-ion battery materials and recycling business | | Ningbo Brunp Recycling Technology Co., Ltd (寧波邦普循環科技有限公司) (Note (a)) | The PRC | RMB10,000 | N/A | 69.08% | Trade business of lithium-ion batteries materials | | Contemporary Amperex Technology Thuringia AG (德國時代新能源科技(圖林根)股份有限公司) (Note (f)) | Germany | Euro ("EUR") 5,000 | N/A | 100% | Manufacture and sales of batteries and provision of technical services | | Contemporary Amperex Technology Hungary Korlátolt Felelősségű Társaság (匈牙利時代新能源科技有限責任公司) (Note (g)) | Hungary | EUR9 | N/A | 100% | Manufacture and sales of batteries and provision of technical services |
(a) The statutory financial statements of these entities for the years ended 31 December 2022 and 2023 prepared in accordance with the PRC Accounting Standards for Business Enterprises ("PRC GAAP") were audited by Grant Thornton Zhitong Certified Public Accountants LLP, the PRC.
(b) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in accordance with the PRC GAAP were audited by Fujian Anxin Certified Public Accountants Co., Ltd., Certified Public Accountants, the PRC and Grant Thornton Zhitong Certified Public Accountants LLP, the PRC, respectively.
(c) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in accordance with the PRC GAAP were audited by Zhaoqing Zhongpeng Certified Public Accountants, Certified Public Accountants, the PRC.
(d) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in accordance with the PRC GAAP were audited by Da Hua Certified Public Accountants (Special General Partnership), Certified Public Accountants, the PRC.
(e) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs") were audited by Grant Thornton Hong Kong Limited, Certified Public Accountants, Hong Kong.
(f) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in accordance with German Commercial Code ("HGB") were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Certified Public Accountants, Germany.
(g) The statutory financial statements of the entity for the years ended 31 December 2022 and 2023 prepared in accordance with Act C of 2000 on Accounting (the "Accounting Act") were audited by International Consulting Team Audit Könyvvizsgáló Kft., Certified Public Accountants, Hungary.
历史财务资料乃按照国际财务报告准则（"国际财务报告准则"）编制，该统称涵盖国际会计准则委员会（"国际会计准则委员会"）批准的所有适用个别国际财务报告准则及诠释。所有于2024年1月1日起开始的会计期间生效的国际财务报告准则，连同相关过渡期条款，已由本集团在整个往绩记录期间编制历史财务资料时提前采纳。提前采纳国际财务报告准则对本集团在往绩记录期间的财务状况或业绩并无重大影响。
以下概述编制本历史财务资料所采用的重要会计政策。除另有说明外，该等政策已一致应用于历史财务资料所呈列的所有期间。
历史财务资料乃按历史成本基准编制，惟以公允价值列示的若干金融资产及负债除外。
应注意的是，编制历史财务资料时使用了会计估计及假设。尽管该等估计乃根据管理层对当前事件及行动的最佳知识及判断作出，但实际结果最终可能与该等估计有所不同。涉及较高程度判断或复杂性的范畴，或假设及估计对历史财务资料具有重大影响的范畴，已于附注4中披露。
| 准则 | 内容 | |------|------| | 《国际财务报告准则第10号》及《国际会计准则第28号》的修订 | 投资者与其联营公司或合营企业之间的资产出售或注入⁴ | | 《国际会计准则第21号》的修订 | 缺乏可兑换性¹ | | 《国际财务报告准则第9号》及《国际财务报告准则第7号》的修订 | 金融工具的分类和计量的修订² | | 《国际财务报告准则第18号》 | 财务报表的列报与披露³ | | 《国际财务报告准则第19号》 | 无公众责任的附属公司：披露³ | | 国际财务报告准则年度改进 | 国际财务报告会计准则年度改进——第11册² |
本集团已开始评估该等新订及经修订国际财务报告准则的影响，其中若干准则与本集团的营运相关。根据管理层作出的初步评估，预计该等准则生效时对本集团的财务表现及状况不会产生重大影响。
历史财务信息载入了本公司及其附属公司于追踪记录期间的财务报表。附属公司的财务报表与本公司采用相同的报告期间及一致的会计政策编制。
附属公司是受本集团控制的实体。当本集团因参与某实体而承受可变回报的风险或享有可变回报的权利，并具有通过对该实体的权力影响该等回报的能力时，本集团即控制该实体。在评估本集团是否对某实体拥有权力时，仅考虑与该实体相关的实质性权利（由本集团及其他方持有）。
本集团自取得控制权之日起至不再控制该附属公司之日止，将附属公司的收入及支出纳入历史财务信息。
集团内公司之间的内部交易、往来结余及未实现损益，在编制历史财务信息时予以抵销。凡集团内资产销售的未实现亏损在合并时予以转回，则须从本集团角度对相关资产进行减值测试。
附属公司财务报表所列金额已在必要时作出调整，以确保与本集团所采用的会计政策保持一致。
非控股权益指附属公司中不可直接或间接归属于本公司的权益，且本集团与该等权益持有人之间未就该等权益订立任何额外条款，而该等条款将导致本集团整体就该等权益承担符合金融负债定义的合同义务。对于每项业务合并，本集团可选择以公允价值或按附属公司可识别净资产的相应比例计量任何非控股权益。
非控股权益于合并财务状况表的权益项目内列示，与归属于本公司所有者的权益分开列报。本集团业绩中的非控股权益，在合并损益表及合并综合收益表的正文中列示，作为年度总损益及总综合收益在非控股权益与本公司所有者之间的分配。
本集团于附属公司的投资若发生变动但不导致丧失控制权，则作为权益交易处理，即对合并权益内控股权益的金额作出调整，以反映相对权益的变化，但不对商誉作出调整，亦不确认任何损益。
当本集团丧失对附属公司的控制权时，出售损益的计算方式为：（i）所收取代价的公允价值与任何保留权益的公允价值之和，与（ii）附属公司资产（包括商誉）、负债及任何非控股权益的原账面值之间的差额。若附属公司某些资产按重估金额或公允价值计量，且相关累计损益已于其他综合收益中确认并累计于权益，则之前于其他综合收益中确认并累计于权益的金额，须按照本公司已直接处置相关资产的方式处理（即重新分类至损益或直接转入保留溢利）。于丧失控制权之日，前附属公司中任何保留投资的公允价值，视为根据国际财务报告准则第9号《金融工具》进行后续会计处理的初始确认公允价值，或在适用情况下，作为联营公司或合营企业投资初始确认的成本。
于本公司财务状况表中，附属公司按成本减任何减值亏损列账，除非该附属公司持有待售或包含于出售组别。成本经调整以反映因或有代价修订而引致的代价变动。成本亦包括直接可归属的投资成本。
附属公司的业绩由本公司按报告期末已收及应收股息入账。无论股息是从被投资方收购前还是收购后的利润中派付，均于本公司损益中确认。
对收购的资产组及承担的负债进行评估，以确定其属于业务收购还是资产收购。集团逐项收购地选择采用简化评估方法，以判断所收购的一组活动和资产是否属于资产收购而非业务收购——当所收购总资产公允价值的绝大部分集中于单一可辨认资产或一组类似可辨认资产时，适用该方法。
当所收购的资产组及承担的负债不构成业务时，整体收购成本按收购日各可辨认资产和负债的相对公允价值进行分配。但当各可辨认资产和负债的单项公允价值之和与整体收购成本存在差异时，则按集团政策初始以成本以外金额计量的可辨认资产和负债按相应方式计量，剩余收购成本按收购日其余可辨认资产和负债的相对公允价值进行分配。
联营公司是指集团对其具有重大影响的实体，即有权参与被投资方财务和经营政策决策，但并不构成对上述政策的控制或共同控制。
合营企业是一种合营安排，对该安排具有共同控制的各方享有对该安排净资产的权利。共同控制是对某一安排以合同约定方式共同分享的控制权，仅当有关相关活动的决策需要共同控制各方一致同意时，共同控制方才存在。
在历史财务信息中，对联营公司或合营企业的投资初始以成本确认，其后采用权益法进行核算。收购成本超过集团于收购日所确认的联营公司或合营企业可辨认资产、负债及或有负债公允价值净额中集团所占份额的部分，确认为商誉。该商誉包含于投资账面价值之中，并作为投资的组成部分进行减值测试。收购成本按集团于交换日给予资产、产生或承担负债及发行权益工具的公允价值之和，加上可直接归属于该投资的任何成本进行计量。经重新评估后，集团于可辨认资产、负债及或有负债公允价值净额中所占份额超过收购成本的部分，在取得投资的当期于确定集团应占联营公司或合营企业损益时，立即在损益中确认。
采用权益法时，集团对联营公司或合营企业的投资以成本列示，并按收购后集团应占联营公司或合营企业净资产变动额进行调整，扣除任何已确认的减值损失，除非该投资被划分为持有待售（或被纳入划分为持有待售的处置组）。当年损益包括集团应占联营公司或合营企业当年收购后税后业绩，包括当年就联营公司或合营企业投资所确认的任何减值损失。集团当年其他综合收益包括其应占联营公司或合营企业当年其他综合收益的份额。
集团与联营公司及合营企业之间交易产生的未实现收益，在集团对联营公司或合营企业投资的范围内予以抵销。若集团与联营公司或合营企业之间资产销售产生的未实现损失在权益法核算中被转回，则相关标的资产亦须从集团角度进行减值测试。若联营公司或合营企业对同类交易和事项所采用的会计政策与集团不同，则在集团运用权益法使用联营公司或合营企业财务报表时，于必要情况下对联营公司或合营企业的会计政策进行调整，使其与集团的会计政策保持一致。
当集团应占联营公司或合营企业亏损等于或超过其对该联营公司或合营企业投资时，集团不再确认进一步的亏损，除非集团已承担法定或推定义务，或代联营公司或合营企业作出付款。为此目的，集团对联营公司或合营企业的投资为权益法下该投资的账面价值，加上集团实质上构成集团对联营公司或合营企业净投资一部分的其他长期投资。
在应用权益法后，本集团判断是否需要就其对联营公司或合营公司的投资确认额外的减值损失。于每个报告期末，本集团判断是否存在任何客观证据表明对联营公司或合营公司的投资已发生减值。若识别出此类迹象，本集团将减值金额计算为联营公司或合营公司的可收回金额（即使用价值与扣除处置费用后的公允价值两者中的较高者）与其账面金额之间的差额。在确定投资的使用价值时，本集团估计其在联营公司或合营公司预计产生的未来现金流量现值中所占的份额，包括来自联营公司或合营公司经营活动的现金流量以及最终处置投资所得款项。
本集团自其对联营公司不再具有重大影响或对合营公司不再具有共同控制之日起，停止使用权益法。若对原联营公司或合营公司的保留权益为金融资产，则该保留权益按公允价值计量，该公允价值被视为根据《国际财务报告准则第9号》初始确认为金融资产时的公允价值。（i）任何保留权益的公允价值及出售联营公司或合营公司部分投资所得款项；与（ii）权益法停止使用之日该投资的账面金额之间的差额，在损益中予以确认。此外，本集团就先前在其他综合收益中确认的与该联营公司或合营公司相关的所有金额，按照与假设该联营公司或合营公司直接处置相关资产或负债所需相同的基础进行处理。因此，若被投资方先前在其他综合收益中确认的损益将于相关资产或负债处置时重新分类至损益，则本集团于权益法停止使用时将该损益由权益重新分类至损益（作为重新分类调整）。
若对联营公司的投资转变为对合营公司的投资，或对合营公司的投资转变为对联营公司的投资，本集团继续采用权益法，不对保留权益进行重新计量。
在本公司财务状况表中，对联营公司及合营公司的投资按成本减减值损失列示，除非被分类为持有待售（或被纳入分类为持有待售的处置组）。
历史财务资料以人民币列示，人民币亦为本公司及其主要附属公司的功能货币。
在合并实体的个别财务报表中，外币交易按交易日适用的汇率折算为各实体的功能货币。于报告期末，以外币计值的货币性资产及负债按该日适用的外汇汇率进行折算。此类交易的结算以及报告期末货币性资产及负债的重新折算所产生的外汇损益，在损益中予以确认。
以外币计值并按公允价值计量的非货币性项目，按确定公允价值之日适用的汇率重新折算。以外币历史成本计量的非货币性项目不予重新折算（即仅采用交易日的汇率折算）。当非货币性项目的公允价值损益在损益中确认时，该损益中的任何汇兑部分亦在损益中确认。当非货币性项目的公允价值损益在其他综合收益中确认时，该损益中的任何汇兑部分亦在其他综合收益中确认。
在历史财务资料中，原以不同于本集团呈列货币的货币列示的所有境外业务个别财务报表，均已折算为人民币。资产及负债已按报告期末的收盘汇率折算为人民币。收入及费用已按交易日适用汇率或报告期内的平均汇率折算为人民币（前提是汇率波动不显著）。上述折算程序所产生的任何差额已在其他综合收益中确认，并在权益中的其他综合收益储备内单独累计。
If, after reassessment, the Group's interest in the fair value of the acquiree's identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units ("CGUs") and is tested annually for impairment (see "Impairment of non-financial assets (other than contract assets)" below).
On subsequent disposal of a subsidiary, the attributable amount of goodwill capitalised is included in the determination of the amount of gain or loss on disposal.
Acquired intangible assets are recognised initially at cost. After initial recognition, intangible assets with finite useful lives are carried at cost less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is provided on straight-line basis over their estimated useful lives. Amortisation commences when the intangible assets are available for use. The useful lives are as follows:
| Category | Useful Life | |---|---| | Patent rights and non-patented technology | Not over 10 years | | Software | Not over 5 years | | Mining and exploration rights | Not applicable |
采矿权按成本减累计摊销及任何减值损失列示，而勘探权按成本减减值损失列示。当勘探权能合理确定某勘探物业具备商业生产能力时，已资本化的勘探及评估成本将转拨至采矿权及储量，并按已探明及可能的矿产储量以产量法进行摊销。可直接归属于采矿基础设施开发的勘探费用，于勘探达到商业生产阶段时，转拨至采矿基础设施。如勘探物业被放弃，采矿权及勘探权将注销至损益。
于每个报告期末，对资产的摊销方法及使用年期进行审查，并在适当情况下作出调整。
无形资产按下文"非金融资产（合同资产除外）的减值"所述进行减值测试。
(vi) 可归属于该无形资产的支出能够可靠计量。
直接成本包括开发活动所发生的雇员成本及相关间接费用的适当部分。符合上述确认标准的内部开发软件、产品或专有技术的开发成本，确认为无形资产。其后续计量方法与所购入无形资产相同。
所有其他开发成本于发生时计入费用。
当本集团成为金融工具合同条款的一方时，确认金融资产及金融负债。
当金融资产的合同现金流量收取权利到期，或金融资产及其几乎所有风险与报酬已转让时，终止确认金融资产。当金融负债被清偿、解除、取消或到期时，终止确认该金融负债。
除根据《国际财务报告准则第15号》"客户合同收入"以交易价格计量且不含重大融资成分的应收账款外，所有金融资产初始按公允价值计量，对于非以公允价值计入损益的金融资产，还须加上直接归属于取得该金融资产的交易成本。以公允价值计入损益的金融资产的交易成本计入损益。
– 以公允价值计入其他综合收益（"FVTOCI"）。
– 金融资产的合同现金流量特征。
所有与金融资产相关并在损益中确认的收入及支出，均列示于融资成本、利息收入或其他金融项目内，但金融资产的预期信用损失（"ECL"）除外，该损失在综合损益表中作为单独项目列示。
– 金融资产的合同条款产生的现金流量，仅为对未偿还本金金额的本金及利息的支付。
初始确认后，该等资产采用实际利率法按摊余成本计量。该等金融资产的利息收入列入损益中的其他收入。折现影响不重大时，省略折现处理。本集团的银行结余、存款及现金、应收账款及应收票据、存款及其他资产均属于此类金融工具。
若投资的合同现金流量仅为本金和利息的偿付，且该投资持有于以收取合同现金流量和出售均为目标的业务模式中，则公允价值的后续变动在其他综合收益中确认，但预期信用损失、利息收入（使用实际利率法计算）及外汇损益仍在损益中确认。当该投资终止确认时，累计于其他综合收益中的金额从权益重新分类至损益。
持有于"持有以收取"或"持有以收取和出售"以外的其他业务模式中的金融资产，归类为以公允价值计量且其变动计入损益。此外，不论业务模式如何，合同现金流量并非仅为本金和利息偿付的金融资产，均按公允价值计量且其变动计入损益处理。所有衍生金融工具均属于此类别，但被指定为有效套期工具的衍生工具除外，该类工具须适用《国际财务报告准则第9号》下的套期会计要求。
权益证券投资归类为以公允价值计量且其变动计入损益，除非该权益投资并非为交易目的而持有，且本集团于该投资初始确认时选择将其指定为以公允价值计量且其变动计入其他综合收益（不可回收），使得公允价值的后续变动在其他综合收益中确认并累计于权益中的"其他综合收益储备"。此类指定以逐项工具为基础作出，但仅在该投资从发行人角度符合权益定义时方可作出。以公允价值计量且其变动计入其他综合收益的权益工具不须进行减值评估。"其他综合收益储备"中的累计损益在处置该权益投资时不会重新分类至损益，而将转入留存收益。
来自上述权益工具投资的股息，于本集团收取股息的权利确立时在损益中确认，除非该股息明显代表收回投资成本的一部分。股息计入损益中的"其他收入"。
本集团的金融负债包括应付账款及应付票据、其他应付款及应计费用、借款、公司债券、租赁负债及衍生金融工具。
若供应商融资安排（"SFA"）产生的金融负债在性质和功能上与应付账款相近，本集团将其归类于合并财务状况表中的"应付账款及应付票据"。若SFA属于本集团正常经营周期所使用营运资金的一部分，所提供的担保程度与应付账款相似，且作为SFA组成部分的负债条款与非属于该安排的应付账款条款并无实质性差异，则符合上述情况。在合并现金流量表中，与合并财务状况表中归类于"应付账款及应付票据"的SFA所产生负债相关的现金流量计入经营活动。
金融负债（租赁负债除外）初始按公允价值计量，并在适用情况下调整交易成本，除非本集团将某金融负债指定为以公允价值计量且其变动计入损益。
其后，金融负债（租赁负债除外）使用实际利率法按摊余成本计量，但未被指定为套期关系中套期工具的衍生工具，以及指定为以公允价值计量且其变动计入损益的金融负债除外，该类负债其后按公允价值计量，损益在损益表中确认。
所有与利息相关的费用，以及（如适用）在损益中报告的工具公允价值变动，均计入融资成本或其他收入。
租赁负债的会计政策于下文"租赁"中列明。
significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;
existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor's ability to meet its debt obligations;
an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor's ability to meet its debt obligations.
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Group has reasonable and supportable information that demonstrates otherwise.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the exposure becomes credit-impaired.
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes:
the lender(s) of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
the disappearance of an active market for that financial asset because of financial difficulties.
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over two years past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement activities under the Group's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognised in profit or loss.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
存货 存货按成本与可变现净值孰低计量。可变现净值是指在正常经营过程中，预计销售价格减去预计完工成本及适用销售费用后的余额。成本采用加权平均法确定，在产品及产成品的成本包括直接材料、直接人工及适当比例的间接费用。
衍生金融工具 本集团订立多种衍生金融工具，以管理其外币风险及商品价格风险的敞口，包括外汇风险合约、商品合约及货币存款合约。衍生金融工具的进一步详情载于附注27。
衍生金融工具于每个报告期末按公允价值确认，重新计量至公允价值的损益立即计入损益，但衍生工具符合《国际财务报告准则第9号》下的套期会计资格的情况除外。所有衍生工具在公允价值为正数时列作资产，在公允价值为负数时列作负债。
套期会计 在套期关系开始时，本集团正式指定并记录本集团希望应用套期会计的套期关系、风险管理目标及其进行套期的策略。
该文件包括识别套期工具、被套期项目、被套期风险的性质，以及本集团将如何持续评估套期关系是否符合套期有效性要求（包括套期无效性来源分析及套期比率的确定方式）。套期关系符合套期会计资格须满足以下所有有效性要求：
• 被套期项目与套期工具之间存在"经济关系"。
• 信用风险的影响不会"主导"该经济关系所产生的价值变动。
• 套期关系的套期比率与本集团实际套期的被套期项目数量及本集团实际用于套期该数量被套期项目的套期工具数量所得出的比率相同。
本集团将某些衍生工具指定为套期工具，以对冲因外汇汇率及商品价格变动而产生的与高度可能的预测交易相关的现金流量变动。
合格套期工具的公允价值变动计入损益。尚未按公允价值计量的被套期项目的账面金额，就可归因于被套期风险的公允价值变动作出调整，并在损益中作出相应分录。在损益中确认套期损益时，其与被套期项目在同一行列中确认。
当套期工具到期、出售或终止，或当套期不再符合套期会计标准时，彼时权益中任何累计递延损益及套期递延成本，将在被套期项目的剩余期限内摊销至损益。当预测交易预期不再发生时，计入权益的累计损益及套期递延成本将立即重新分类至损益。
在合同起始日，本集团考量某一合同是否为租赁或包含租赁。租赁定义为"在一段时期内，以交换对价为条件，转让已识别资产（即标的资产）使用权的合同或合同的一部分"。为适用此定义，本集团评估合同是否符合以下三项关键判断标准，即：
• 本集团是否有权在使用期间内主导已识别资产的使用。本集团评估其是否有权在整个使用期间主导该资产"如何使用及作何用途"。
被指定且符合现金流量对冲条件的衍生工具公允价值变动的有效部分，确认于其他综合收益，并累计于其他综合收益储备。与无效部分相关的收益或损失，立即在损益中确认，并计入其他收益及亏损项目。先前已确认于其他综合收益并累积于其他综合收益储备的金额，在被对冲项目于损益中确认的期间，重新分类至损益，并与已确认的被对冲项目在综合损益表中列示于同一行项目。
对于其他任何现金流量对冲，累积于其他综合收益的金额，在被对冲现金流量影响损益的相同期间或各期间内，以重新分类调整方式重新分类至损益。
现金及现金等价物包括银行及手头现金、银行活期存款，以及原始期限为三个月或以下、可随时变现为已知金额现金且价值变动风险甚微的短期高流动性投资。
本集团使用受第三方合同限制的银行存款，除非该限制导致银行存款不再符合现金定义，否则仍作为现金的一部分列示。影响银行存款使用的合同限制已在附注28中披露。
当本集团在根据合同规定的付款条款取得无条件收取对价的权利之前确认收入时，确认合同资产。合同资产按照上文"金融资产及合同资产的减值"所载政策进行预期信用损失评估，并在收取对价的权利已变为无条件时重新分类为应收款项。
当客户在本集团确认相关收入之前支付对价时，确认合同负债。若本集团在履约前拥有无条件收取对价的权利，亦应确认合同负债。在此情况下，同时确认相应的应收款项。
对于与同一客户订立的单一合同，以净合同资产或净合同负债列示。对于多项合同，不相关合同的合同资产及合同负债不以净额基础列示。
财务担保合同是指要求发行人（或担保人）作出特定付款，以补偿持有人因某特定债务人未能按债务工具条款按时付款而遭受损失的合同。
当本集团发出财务担保时，担保的公允价值初始确认为"其他应付款项及应计费用"项下的递延收入。财务担保的公允价值根据债务工具合同付款与无担保情况下所需付款之间现金流量差额的现值，或向第三方评估相关义务所需估计支付金额来厘定。若因发出担保而已收到或应收对价，则该对价按本集团适用于相应资产类别的政策予以确认。若未收到或无权收取任何此类对价，则在初始确认任何递延收入时，立即在损益中确认一项费用。
其后，财务担保按以下两者中的较高者计量：按照国际财务报告准则第9号就"金融资产及合同资产的减值"所载预期信用损失方式厘定的金额，以及初始确认金额减去（如适用）担保期间已确认收入的累计金额。
于租赁开始日，本集团在综合财务状况表上确认使用权资产及租赁负债。使用权资产按成本计量，包括租赁负债的初始计量金额、本集团产生的任何初始直接费用、租赁期届满时拆除及移除标的资产的预计费用，以及于租赁开始日之前已付的租赁付款额（扣除已收取的任何租赁激励）。 At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the consolidated statements of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the underlying asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any lease incentives received).
本集团自租赁开始日起，按直线法对使用权资产计提折旧，直至使用权资产使用寿命届满或租赁期届满（以较早者为准），除非本集团合理确定于租赁期届满时取得所有权。本集团亦于存在减值迹象时对使用权资产进行减值评估。 The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term unless the Group is reasonably certain to obtain ownership at the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicator exists.
于开始日，本集团按当日未付租赁付款额的现值计量租赁负债，采用租赁隐含利率折现；如该利率无法轻易确定，则采用本集团的增量借款利率折现。 At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
计入租赁负债计量的租赁付款额包括固定付款额（含实质上的固定付款额）减去应收租赁激励、基于指数或利率的可变付款额，以及预期须根据余值担保支付的金额。 Lease payments included in the measurement of the lease liability are made up of fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable payments based on an index or rate, and amounts expected to be payable under a residual value guarantee.
初始计量后，租赁负债因已付租赁付款额而减少，因租赁负债的利息费用而增加。如有任何重新评估或租赁修订，或实质上的固定付款额发生变动，则对租赁负债进行重新计量。 Subsequent to initial measurement, the liability will be reduced for lease payments made and increased for interest cost on the lease liability. It is remeasured to reflect any reassessment or lease modification, or if there are changes in in-substance fixed payments.
• 租赁期发生变动或对购买选择权行使的评估发生变动，在此情况下，相关租赁负债按重新评估日的修订折现率对修订后的租赁付款额折现重新计量。 • there are changes in lease term or in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.
• 租赁付款额因市场租金审查后市场租金利率变动╱担保余值项下的预期付款额变动而改变，在此情况下，相关租赁负债按初始折现率对修订后的租赁付款额折现重新计量。 • the lease payments changes due to changes in market rental rates following a market rent review/expected payment under a guaranteed residual value, in which cases the related lease liability is remeasured by discounting the revised lease payments using the initial discount rate.
对于不作为独立租赁入账的租赁修订，本集团按修订后租赁的租赁期，采用修订生效日的修订折现率对修订后的租赁付款额折现，重新计量租赁负债。 For lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of modification.
重新计量租赁时，相应调整反映于使用权资产，或如使用权资产已减至零，则反映于损益。 When the lease is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit or loss if the right-of-use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these leases are recognised as an expense in profit or loss on a straight-line basis over the lease term. Short-term leases are leases with a lease term of 12 months or less.
On the consolidated statements of financial position, prepaid lease payments and leased properties and equipment have been included in "right-of-use-assets" under non-current assets.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.
All provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future uncertain events not wholly within the control of the Group, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
An onerous contract exists when the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract. Provisions for onerous contracts are measured at the present value of the lower of the expected cost of terminating the contract and the net cost of fulfilling the contract (which includes both incremental costs and an allocation of other costs that relate directly to fulfilling that contract).
Contingent liabilities assumed in a business combination which are present obligations at the date of acquisition are initially recognised at fair value, provided the fair value can be reliably measured. After the initial recognition at fair value, such contingent liabilities are recognised at the higher of the amount initially recognised, less accumulated amortisation where appropriate, and the amount that would be recognised in a comparable provision as described above. Contingent liabilities assumed in a business combination that cannot be reliably fair valued or were not present obligations at the date of acquisition are disclosed as per above.
Probable inflows of economic benefits to the Group that do not yet meet the recognition criteria of an asset are considered as contingent assets.
Sales-related warranties associated with EV batteries and ESS batteries cannot be purchased separately and are served as an assurance that the products sold comply with agreed-upon specifications (i.e. assurance-type warranties). Accordingly, the Group accounts for warranties as "Provision" in accordance with IAS 37 "Provisions, Contingent Liabilities and Contingent Assets".
Share capital are classified as equity. Share capital is recognised at the amount of consideration of shares issued, after deducting any transaction costs associated with the issue of shares (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction.
(v) others.
In all cases, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties.
Revenue is recognised either at a point in time or over time, when the Group satisfies performance obligations by transferring the promised goods or services to its customers.
Revenue from sale of goods between the Group and its customers generally only includes a performance obligation for the transfer of goods, which is recognised when the performance obligation has been satisfied at a point in time.
Revenue for sale of goods in Mainland China is recognised when the Group has delivered the products to the customers in accordance with the contract terms, and has received acceptance and other proof of receipt from the customers.
Revenue for export sale of goods is recognised when the Group has declared the goods for customs clearance in accordance with the contract terms, and has obtained a customs declaration or received acceptance and other proof of receipt from the customers.
The Group provides after-sale service fee for its goods and makes the respective provisions. The Group does not provide any other additional services or after-sale service, therefore, such after-sale service does not constitute a separate performance obligation.
The Group has entered into contracts with certain customers that include sale rebate terms. Such sale rebates give rise to variable consideration. For the contracts that contain sales rebate, the Group estimates the amount of consideration to which it will be entitled using either (a) the expected value or (b) the most likely amount, depending on which method better predicts the amount of consideration to which the Group will be entitled. The estimated amount of variable consideration is included in the transaction price only to the extent that it is highly probable that such an inclusion will not result in a significant revenue reversal in the future when the uncertainty associated with the variable consideration is subsequently resolved.
Revenue from provision of services between the Group and its customers generally include technical services. If the customers obtain and consume the economic benefits brought by the Group's performance when the Group has performed its obligations, the Group may treat its performance obligation has been satisfied within a certain period of time and recognise the respective revenue over time, except for those revenue where the progress of performance cannot be reasonably determined.
Revenue from provision of services is recognised when the Group has satisfied the corresponding performance obligation in accordance with the contract terms, and has received acceptance and other proof of receipt from the customers.
Dividend income is recognised when the right to receive payment is established.
Interest income is recognised on a time proportion basis using the effective interest method. For financial assets measured at amortised cost that are not credit-impaired, the effective interest rate is applied to the gross carrying amount of the asset. For credit-impaired financial assets, the effective interest rate is applied to the amortised cost (i.e., gross carrying amount net of ECL allowance) of the asset.
Contract costs are either the costs to fulfil a contract or the incremental costs of obtaining a contract.
If the costs incurred in fulfilling a contract with a customer which are not capitalised as inventories, property, plant and equipment and intangible assets, the Group capitalises the costs incurred to fulfil a contract with a customer as an asset (included in "inventories" in the consolidated statements of financial position) if all of the following criteria are met:
(i) the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;
(ii) the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
(iii) the costs are expected to be recovered.
An asset is amortised and charged to the profit or loss on a systematic basis (i.e. over the period of sales contracts that is consistent with the transfer to the customer of the goods or services to which the asset relates. The asset is subject to impairment review. Other costs of fulfilling a contract, which are not capitalised, are expensed as incurred.
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 are deferred and recognised in profit or loss over the period necessary to match them with the costs that the grants are intended to compensate. Government grants relating to the purchase of assets are included in liabilities and are recognised in profit or loss on a straight-line basis over the expected lives of the related assets.
• The Company's investments in subsidiaries, associates and joint ventures.
商誉和使用寿命不确定或尚未可供使用的无形资产，无论是否存在减值迹象，至少须每年进行减值测试。所有其他资产在存在迹象表明资产账面金额可能无法收回时，须进行减值测试。 当资产账面金额超过其可收回金额时，差额须立即确认为减值损失并计入费用。可收回金额为公允价值（反映市场状况减去处置费用）与使用价值两者中的较高者。在评估使用价值时，预计未来现金流量须按反映货币时间价值及资产特定风险的税前折现率折算为现值。 为进行减值测试，若某项资产所产生的现金流入无法在很大程度上独立于其他资产，则须就能够独立产生现金流入的最小资产组合（即现金产生单元）确定可收回金额。因此，部分资产须单独进行减值测试，部分资产则须在现金产生单元层面进行测试。企业资产在能够确定合理且一致的分配基础时，须分配至各现金产生单元；否则分配至能够确定合理且一致分配基础的最小现金产生单元组合。商誉须特别分配至预期能从相关业务合并协同效应中获益的现金产生单元，该现金产生单元须代表集团内部管理目的下监控商誉的最低层级，且不得大于一个经营分部。 就已分配商誉的现金产生单元所确认的减值损失，须首先冲减商誉的账面金额。任何剩余减值损失须按比例计入现金产生单元内其他资产，但资产账面价值不得减至低于其单独的公允价值减处置费用后的净额或使用价值（如可确定）。 商誉减值损失在以后期间不得转回。就其他资产而言，若用于确定资产可收回金额的估计数发生有利变动，则可转回减值损失，但仅限于资产账面金额不超过假设未确认减值损失时经折旧或摊销后所确定的账面金额的范围内。
薪酬、酌情发放的奖金、带薪年假及非货币性福利成本，须在员工提供相关服务的年度计提并确认为损益中的费用。若付款或结算予以递延且影响重大，则该等金额须按现值列示。
集团通过固定缴款计划向员工提供退休福利。集团在中国境内经营的附属公司的员工须参加由当地市政府运营的中央养老金计划。该附属公司须按其薪资成本的一定百分比向中央养老金计划缴款。缴款在员工于年内提供服务时确认为损益中的费用。集团在上述计划下的义务仅限于应付的固定比例缴款。
集团在中国境内的员工有权参加各类政府监管的住房公积金、医疗保险及其他员工社会保险计划。集团按月根据员工薪资的一定百分比向上述基金缴款，并设有缴款上限。集团就上述基金所承担的负债仅限于每年应付的缴款金额。住房公积金、医疗保险及其他社会保险的缴款于发生时计入费用。
离职福利在以下两者中较早者时确认：集团不再能够撤回离职福利要约之时，或集团确认涉及支付离职福利的重组成本之时。
集团为员工薪酬设有以权益结算的股份薪酬计划，包括购股权计划及股份奖励计划。
为换取任何股份薪酬授予而收取的所有员工服务均按其公允价值计量。该公允价值通过参考所授予权益工具的公允价值间接厘定。该公允价值于授予日评估，并不包括任何非市场归属条件（例如盈利能力、销售增长目标及业绩条件）的影响。
所有股份薪酬在适用归属条件的情况下，于归属期内确认为损益中的费用；若所授予权益工具即时归属，则于授予日全额确认为费用，除非该薪酬符合确认为资产的条件，同时在权益中相应增加"资本公积"。如适用归属条件，费用根据预期归属权益工具数量的最佳估计，在归属期内予以确认。非市场归属条件已纳入有关预期可行使权益工具数量的假设中。如有迹象显示预期归属权益工具数量与先前估计有所不同，则随后对估计进行修订。因修订而导致的累计股份薪酬调整于当期确认。最终由持有人行使的已归属期权数量不影响任何期间所记录的费用。
为收购、建造或生产任何符合资本化条件的资产而产生的借款成本，扣除将专项借款临时用于投资所赚取的投资收益后，在完成该资产并使其达到预定用途所需的期间内予以资本化。符合资本化条件的资产，是指需要经过相当长时间才能达到预定用途或可供出售状态的资产。其他借款成本于发生时计入费用。
当为资产发生支出、产生借款成本，且为使资产达到预定用途或可供出售状态所必须进行的活动正在进行时，借款成本作为符合资本化条件的资产成本的一部分予以资本化。当使符合资本化条件的资产达到预定用途或可供出售状态所必须进行的全部活动基本完成时，停止借款成本的资本化。
Income tax comprises current tax and deferred tax.
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the end of the reporting period. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in profit or loss.
Deferred tax is calculated using the liability method on temporary differences at the end of the reporting period between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences, tax losses available to be carried forward as well as other unused tax credits, to the extent that it is probable that taxable profit, including existing taxable temporary differences, will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither taxable nor accounting profit or loss and does not give rise to equal taxable and deductible temporary differences.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.
For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies the requirements in IAS 12 to the lease liabilities and the related assets separately. The Group recognises a deferred tax asset related to the lease liabilities to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised and a deferred tax liability for all taxable temporary differences.
Deferred tax is calculated, without discounting, at tax rates that are expected to apply in the period the liability is settled or the asset realised, provided they are enacted or substantively enacted at the end of each reporting period. Changes in deferred tax assets or liabilities are recognised in profit or loss, or in other comprehensive income or directly in equity if they relate to items that are charged or credited to other comprehensive income or directly in equity.
When different tax rates apply to different levels of taxable income, deferred tax assets and liabilities are measured using the average tax rates that are expected to apply to the taxable income of the periods in which the temporary differences are expected to reverse.
The determination of the average tax rates requires an estimation of (i) when the existing temporary differences will reverse and (ii) the amount of future taxable profit in those years. The estimate of future taxable profit includes:
– reversals of existing temporary differences.
(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
(a) the entity has a legally enforceable right to set off current tax assets against current tax liabilities; and
(b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
(ii) different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
The Group identifies operating segments and prepares segment information based on the regular internal financial information reported to the chief operating decision maker (the "CODM") for their decisions about resources allocation to the Group's business components and for their review of the performance of those components. The business components in the internal financial information reported to the CODM are determined by the Group's major product and service lines.
The CODM has been identified as the executive directors of the Company, who determine the operating segments of the Group and review the Group's internal reporting in order to assess performance and allocate resources. All of the Group's business operations relate to the production and sales of battery system, battery materials and industrial products with similar economic characteristics. Accordingly, the executive directors review the performance of the Group as a single business segment. No separate analysis of the segment results by reportable segment is necessary.
(iii) is a member of the key management personnel of the Group or of a parent of the Group.
该实体与本集团同属同一集团成员。
一方实体为另一方实体（或另一方实体所属集团某成员）的联营公司或合营企业。
该实体与本集团均为同一第三方的合营企业。
一方实体为某第三方实体的合营企业，而另一方实体为该第三方实体的联营公司。
该实体为本集团或与本集团存在关联关系的实体的雇员设立的离职后福利计划。
该实体受(a)项所述人士控制或共同控制。
(vii) (a)(i)项所述人士对该实体具有重大影响力，或担任该实体（或其母公司）关键管理人员。 (viii) 该实体或其所属集团的任何成员，向本集团或本集团母公司提供关键管理人员服务。
与某人关系密切的家庭成员，是指在与该实体的往来中，可能影响该人或受该人影响的家庭成员。
估计及判断须持续进行评估，并以历史经验及其他因素为基础，包括对在当时情况下被认为合理的未来事件的预期。
非活跃市场交易金融工具的公允价值采用估值技术确定。本集团运用判断力选择多种方法，并作出主要基于各报告期末市场状况的假设。有关在确定第三层次公允价值层级的金融资产及负债公允价值时所使用的估值技术、输入值及关键假设的详情，请参阅附注45。
固定资产、有限使用年限无形资产及使用权资产按成本减累计折旧或摊销及减值（如有）后的金额列示。在判断资产是否存在减值时，本集团须运用判断力并作出估计，尤其需评估：(1) 是否发生了可能影响资产价值的事件或存在任何相关迹象；(2) 资产的账面金额是否能由可回收金额支撑，在使用价值情形下，即以该资产持续使用为基础估计的未来现金流量的净现值；以及(3) 估计可回收金额时所应采用的适当关键假设，包括现金流量预测及适当折现率。当无法估计单项资产（包括使用权资产）的可回收金额时，本集团将估计该资产所属现金产出单元的可回收金额。改变假设及估计，包括折现率或现金流量预测中的增长率，可能对减值测试中所使用的净现值产生重大影响。
于2022年、2023年及2024年12月31日，固定资产、有限使用年限无形资产及使用权资产的账面金额合计分别为人民币137,089,629,000元（已扣除减值损失人民币609,246,000元）、人民币161,086,727,000元（已扣除减值损失人民币5,477,731,000元）及人民币162,184,805,000元（已扣除减值损失人民币10,839,019,000元）。
存货的可变现净值以正常经营过程中的估计售价减估计完工成本及相关销售费用为基础确定。该等估计以当前市场状况及销售同类商品的历史经验为基础，可能因市场状况变化而出现重大变动。本集团于每个报告期末重新评估上述估计。若因市场状况变化导致存货实际可变现净值高于或低于预期，则可能产生重大的减值损失转回或计提。
于2022年、2023年及2024年12月31日，存货账面金额分别为人民币76,668,899,000元（已扣除存货跌价准备人民币5,066,550,000元）、人民币45,433,890,000元（已扣除存货跌价准备人民币4,583,174,000元）及人民币59,835,533,000元（已扣除存货跌价准备人民币6,059,183,000元）。
应收账款、票据及合同资产减值估计 本集团根据对违约风险及预期损失率的假设，对应收账款、票据及合同资产计提减值准备。本集团在作出上述假设及选取减值计算输入数据时，综合运用判断，并参考本集团历史经验、现有市场条件以及截至各报告期末的前瞻性估计。于2022年、2023年及2024年12月31日，应收账款、票据及合同资产的账面总净值分别为人民币61,667,464,000元（扣除预期信用损失准备人民币1,840,226,000元）、人民币66,006,222,000元（扣除预期信用损失准备人民币2,077,216,000元）及人民币64,666,539,000元（扣除预期信用损失准备人民币2,690,812,000元）。
预期信用损失准备对估计变动较为敏感。当实际未来现金流量与预期不符时，该差异将影响估计变更当期及未来各期应收账款、票据及合同资产的账面价值及信用损失。
拨备估计 如附注34所述，本集团与客户就动力电池及储能电池签订的销售合同载有质保条款，要求本集团在承诺的售后服务期内承担已售产品的维修责任，且不受市场价格指数变动影响。本集团按可能招致的最大损失的最佳估计数确认相关负债。拨备的增加或减少将影响当期及未来年度的损益。
5.
收入 本集团的主要业务已于历史财务信息附注1中披露。
| 商品及服务类型 | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | |---|---|---|---| | — 动力电池 | 236,593,497 | 285,252,917 | 253,041,337 | | — 储能电池 | 44,980,277 | 59,900,522 | 57,290,460 | | — 电池材料及回收 | 26,031,514 | 33,602,284 | 28,699,935 | | — 电池矿产资源 | 4,508,633 | 7,734,151 | 5,493,003 | | — 其他 | 16,480,067 | 14,427,171 | 17,487,819 | | **合计** | **328,593,988** | **400,917,045** | **362,012,554** |
| 收入确认时间 | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | |---|---|---|---| | — 于某一时间点 | 327,499,175 | 399,737,118 | 360,673,723 | | — 随时间推移 | 1,094,813 | 1,179,927 | 1,338,831 | | **合计** | **328,593,988** | **400,917,045** | **362,012,554** |
未履行长期合同 于2022年、2023年及2024年12月31日，分配至尚未履行或部分履行的履约义务（主要涉及期限超过一年的动力电池及储能电池销售合同）的交易价格分别约为人民币37,953百万元、人民币39,285百万元及人民币36,853百万元。本集团将于未来8年内在提供商品或服务时确认绝大多数长期合同的预期收入。上述金额不包括受限制的可变对价。
所有其他合同的期限均为一年或以下。根据《国际财务报告准则第15号》的豁免规定，分配至该等未履行合同的交易价格不予披露。
经营分部的呈报方式与提供予最高经营决策者的内部报告一致。管理层基于内部组织架构、管理需求及内部报告系统，将本集团整体作为单一经营分部审阅其经营业绩，无需按可报告分部对分部业绩作出单独分析。
地理信息 下表载列本集团来自外部客户的收入按地理位置划分的相关信息。客户的地理位置以提供服务或交付货物的地点为准。
| 来自外部客户的收入 | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | |---|---|---|---| | — 中国内地 | 251,670,828 | 269,924,895 | 251,677,045 | | — 其他国家╱地区 | 76,923,160 | 130,992,150 | 110,335,509 | | **合计** | **328,593,988** | **400,917,045** | **362,012,554** |
非流动资产（主要包括物业、厂房及设备，但不包括外部设施及其他）的地理位置以该等资产的实体所在地为准。于各报告期末，本集团逾80%的非流动资产位于中国境内。
| 来自外部客户的收入 | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | |---|---|---|---| | 客户A | 38,069,496 | 50,116,537 | 54,173,399 |
附注：上述客户贡献的收入来源于动力电池及储能电池的销售。
6.
| | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | |---|---|---|---| | 利息收入 | 3,987,365 | 8,321,802 | 9,502,997 | | 其他 | 3,059,879 | 6,561,626 | 10,011,967 | | **合计** | **7,047,244** | **14,883,428** | **19,514,964** |
Fair value gains on financial assets at FVTPL Losses on disposal of property, plant and equipment, right-of-use assets and intangible assets Gains on disposal/deemed disposal of investments in subsidiaries, associates and joint ventures, net Interest income from financial assets at FVTPL Losses from derecognition of financial assets at FVTOCI Net foreign exchange gains/(losses) Others
7.
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | | 400,241 | 46,270 | 664,223 | | | (43,252) | (38,574) | (238,169) | | | 354,947 | 328,073 | 1,695,808 | | | 52,937 | 26,759 | 179,608 | | | (530,397) | (636,725) | (396,983) | | | 1,162,628 | 421,518 | (1,287,050) | | | (111,196) | 263,403 | (602,095) | | | 1,285,908 | 410,724 | 15,342 |
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Employee benefit expenses | 6,139,594 | 7,421,248 | 7,561,191 | | Material cost | 6,364,041 | 5,396,630 | 5,845,226 | | Others | 3,006,818 | 5,538,230 | 5,200,339 | | | 15,510,453 | 18,356,108 | 18,606,756 |
APPENDIX I 8.
Expenses included in cost of sales, research and development expenses, selling expenses and administrative and other operating expenses are analysed as follows:
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Depreciation | | | | | – Property, plant and equipment (Note 16) | 12,854,713 | 22,197,397 | 24,228,254 | | – Right-of-use assets (Note 17) | 305,367 | 277,782 | 468,795 | | | 13,160,080 | 22,475,179 | 24,697,049 | | Provision for impairment losses on assets, net | | | | | – Goodwill (Note 18) | – | 176,668 | – | | – Intangible assets (Note 19) | – | 1,833,197 | 1,735,914 | | – Right-of-use assets (Note 17) | – | 21,576 | 281,164 | | – Inventories | 2,532,853 | 209,154 | 2,207,180 | | – Investments in associates (Note 20) | – | 495,239 | 365,103 | | – Property, plant and equipment (Note 16) | 285,364 | 3,095,494 | 3,816,337 | | – Contract assets | 8,710 | 22,599 | 17,627 | | – Trade and other receivables, net (Notes 24, 26) | 1,146,248 | 254,041 | 872,526 | | | 3,973,175 | 6,107,968 | 9,295,851 | | Amortisation of intangible assets (Note 19) | 92,466 | 170,803 | 240,880 | | Auditor's remuneration | 4,100 | 4,480 | 4,960 | | Direct cost of inventories recognised as an expense | 226,656,083 | 255,662,877 | 202,723,479 | | Short-term lease charges | 567,331 | 961,968 | 877,798 |
9.
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | 22,080,888 | 26,669,204 | 29,680,025 | | Share-based compensation expenses | 556,931 | 676,722 | 688,995 | | | 22,637,819 | 27,345,926 | 30,369,020 |
| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Share-based compensation expenses RMB'000 | Total RMB'000 | |---|---|---|---| | Year ended 31 December 2022 | | | | | Executive directors | | | | | Mr. Zeng Yuqun | 4,517 | – | 4,517 | | Mr. Li Ping | 307 | – | 307 | | Mr. Zhou Jia | 3,475 | 1,825 | 5,300 | | Mr. Pan Jian | – | – | – | | Dr. Wu Kai | 2,485 | 1,304 | 3,789 | | Mr. Huang Shilin (Note (a)) | 2,224 | – | 2,224 | | Dr. Xin Rong (Note (b)) | 8 | – | 8 | | Independent non-executive directors | | | | | Dr. Xue Zuyun | 200 | – | 200 | | Mr. Hong Bo | 200 | – | 200 | | Dr. Cai Xiuling | 200 | – | 200 | | Supervisors | | | | | Mr. Wu Yingming | 1,809 | – | 1,809 | | Ms. Feng Chunyan | 2,034 | – | 2,034 | | Dr. Liu Na | 1,336 | – | 1,336 | | **Total** | **18,795** | **3,129** | **21,924** | | Year ended 31 December 2023 | | | | | Executive directors | | | | | Mr. Zeng Yuqun | 6,407 | – | 6,407 | | Mr. Li Ping | 324 | – | 324 | | Mr. Zhou Jia | 4,187 | 5,105 | 9,292 | | Mr. Pan Jian | 137 | – | 137 | | Dr. Wu Kai (Note (c)) | 2,882 | 1,956 | 4,838 | | Dr. Xin Rong | 200 | – | 200 | | Dr. Ouyang Chuying (Note (d)) | 5,390 | – | 5,390 | | Independent non-executive directors | | | | | Dr. Xue Zuyun (Note (e)) | 146 | – | 146 | | Mr. Hong Bo (Note (f)) | 146 | – | 146 | | Dr. Cai Xiuling (Note (g)) | 146 | – | 146 | | Mr. Lin Xiaoxiong (Note (h)) | – | – | – | | Dr. Wu Yuhui (Note (i)) | 54 | – | 54 | | Dr. Zhao Bei (Note (j)) | 54 | – | 54 | | Supervisors | | | | | Mr. Wu Yingming | 2,165 | – | 2,165 | | Ms. Feng Chunyan | 3,477 | – | 3,477 | | Dr. Liu Na | 1,980 | – | 1,980 | | **Total** | **27,695** | **7,061** | **34,756** |
| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions |
Year ended 31 December 2024 Executive directors Mr. Zeng Yuqun Mr. Li Ping Mr. Zhou Jia Mr. Pan Jian Dr. Xin Rong (Note (b)) Dr. Ouyang Chuying Mr. Zhao Fenggang (Note (k))
Dr. Xin Rong was appointed as an executive director of the Company on 16 November 2022 and resigned upon expiry of her term of office on 25 December 2024;
Dr. Xue Zuyun resigned as an independent non-executive director of the Company upon expiry of his term of office on 24 August 2023;
Mr. Hong Bo resigned as an independent non-executive director of the Company upon expiry of his term of office on 24 August 2023;
Dr. Cai Xiuling resigned as an independent non-executive director of the Company upon expiry of her term of office on 24 August 2023;
Mr. Lin Xiaoxiong was appointed as an independent non-executive director of the Company on 24 August 2023;
Dr. Wu Yuhui was appointed as an independent non-executive director of the Company on 24 August 2023;
Dr. Zhao Bei was appointed as an independent non-executive director of the Company on 24 August 2023; and
Mr. Zhao Fenggang was appointed as an executive director of the Company on 26 December 2024.
APPENDIX I 10.
During the years ended 31 December 2022, 2023 and 2024, the five highest paid individuals included 2, 1 and 1 directors, respectively, whose emoluments are reflected in Note 9(b) above. The aggregate emoluments payable to the remaining 3, 4 and 4 individuals during the years ended 31 December 2022, 2023 and 2024 are as follows:
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | 13,388 | 16,287 | 27,577 | | Share-based compensation expenses | 2,390 | 33,445 | 51,068 | | | 15,778 | 49,732 | 78,645 |
| | 2022 | 2023 | 2024 | |---|---|---|---| | HK$4,000,001 - HK$6,000,000 | 1 | – | – | | HK$6,000,001 - HK$8,000,000 | 2 | – | – | | HK$12,000,001 - HK$14,000,000 | – | 3 | – | | HK$14,000,001 - HK$16,000,000 | – | 1 | – | | HK$18,000,001 - HK$20,000,000 | – | – | 2 | | HK$24,000,001 - HK$26,000,000 | – | – | 2 |
11.
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Interest expenses on borrowings | 2,167,340 | 3,720,103 | 4,088,479 | | Interest expenses on lease liabilities | 27,977 | 17,783 | 60,706 | | | 2,195,317 | 3,737,886 | 4,149,185 | | Less: interest capitalised | (62,942) | (291,370) | (270,109) | | | 2,132,375 | 3,446,516 | 3,879,076 |
APPENDIX I 12.
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Current income tax | 7,657,395 | 14,805,611 | 15,555,258 | | Deferred income tax (Note 29) | (4,441,682) | (7,652,592) | (6,380,013) | | Income tax expense | 3,215,713 | 7,153,019 | 9,175,245 |
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Profit before income tax | 36,672,857 | 54,495,054 | 64,470,204 | | Tax on profit before income tax, calculated at the rates applicable to profits in the tax jurisdiction concerned | 5,979,743 | 8,751,429 | 10,313,078 | | Tax effect of: | | | | | – share of results of associates and joint ventures, net | (437,782) | (769,590) | (922,248) | | – non-deductible expenses | 42,730 | 113,080 | 204,895 | | – non-taxable income | (354,370) | (302,667) | (251,551) | | – deductible temporary differences not recognised | 381,935 | 1,306,608 | 2,350,965 | | – utilisation of tax losses previously not recognised | (430,133) | (137,011) | (481,197) | | – change in tax rate on the opening deferred tax balance | (317,679) | 26,875 | 3,185 | | – under/(over) provision in respect of prior years | 69,598 | (174,979) | (66,295) | | – additional deduction on research and development expenses | (1,836,624) | (1,576,321) | (1,834,324) | | – others | 118,295 | (84,405) | (141,263) | | Income tax expense | 3,215,713 | 7,153,019 | 9,175,245 |
PRC Enterprise Income Tax ("EIT") The income tax provision of certain PRC entities of the Group has been calculated at the statutory tax rate of 25% on the estimated assessable profits for the Track Record Period, based on the existing legislation, interpretations and practices in respect thereof.
The preferential income tax rate applicable to certain subsidiaries of the Group within the scope of the China's Western Development Programme was 15% for the Track Record Period.
Pursuant to the relevant laws and regulations in the PRC, certain PRC subsidiaries of the Group obtained the High and New Technology Enterprises qualification and benefit from a preferential tax rate of 15%.
Pursuant to the relevant laws and regulations in the PRC, one of the PRC subsidiaries is a key software enterprise encouraged by the state, and it will be exempted from EIT from the first year to the fifth year from the year of profit, and the EIT will be taxed at 10% starting from the sixth year. The subsidiary recorded profit since 2022.
Hong Kong Profits Tax The provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for the Track Record Period.
Corporate income tax in other jurisdictions Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant countries. The income tax rates of the subsidiaries in Germany and Hungary are 30.175% to 32.975% and 11.3%, respectively.
For the years ended 31 December 2022, 2023 and 2024, the profit for the year attributable to owners of the Company amounted to RMB30,729,164,000, RMB44,702,249,000 and RMB52,032,846,000, respectively.
| | Year ended 31 December | | | |---|---|---|---| | Dividends attributable to the year | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Interim dividends | 1,593,064 | – | – | | Final and special dividends | – | 6,154,689 | 27,458,131 | | | 1,593,064 | 6,154,689 | 27,458,131 |
The interim dividends of RMB6.53 per 10 shares (tax inclusive) in respect of the year ended 31 December 2022 were approved by the Extraordinary General Meeting of the Group.
The final dividends of RMB25.20 per 10 shares (tax inclusive) in respect of the year ended 31 December 2022 were approved in 2022 Annual General Meeting of the Group. The final dividends have not been recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2022. The final dividends were paid on 26 April 2023.
The final dividends of RMB20.11 per 10 shares (tax inclusive) in respect of the year ended 31 December 2023 were approved in 2023 Annual General Meeting of the Group. The final dividends have not been recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2023. The final dividends were paid on 30 April 2024.
The special dividends of RMB30.17 per 10 shares (tax inclusive) in respect of the year ended 31 December 2023 were approved in 2023 Annual General Meeting of the Group. The special dividends have not been recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2023. The special dividends were paid on 30 April 2024.
The special dividends of RMB12.30 per 10 shares (tax inclusive) in respect of the year ended 31 December 2024 were approved in 2024 Extraordinary General Meeting of the Group on 26 December 2024 and the special dividends were paid on 24 January 2025.
The final dividends of RMB45.53 per 10 shares (tax inclusive) in respect of the year ended 31 December 2024 were approved in 2024 Annual General Meeting of the Group on 8 April 2025. The final dividends have not been recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2024. The final dividends were paid on 22 April 2025.
Basic EPS is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the Track Record Period, excluding treasury shares held for share schemes as these shares are not considered outstanding for EPS calculation purposes.
The following table illustrates the earnings and share information used in the calculation of basic EPS:
| | Year ended 31 December | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | Profit attributable to owners of the Company used in calculating basic EPS (RMB'000) | 30,729,164 | 44,702,249 | 52,032,846 | | Weighted average number of ordinary shares in issue (thousand shares) | 4,281,870 | 4,386,751 | 4,382,784 | | Basic EPS (RMB) | 7.18 | 10.19 | 11.87 |
The share schemes granted by the Company and the subsidiaries have potential dilutive effect on the EPS. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding, excluding treasury shares held for share schemes, by the assumption of the conversion of all potential dilutive ordinary shares arising from share schemes (collectively forming the denominator for computing the diluted EPS).
| | Year ended 31 December | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | Profit attributable to owners of the Company used in calculating diluted EPS (RMB'000) | 30,729,164 | 44,702,249 | 52,032,846 | | Weighted average number of ordinary shares in issue (thousand shares) | 4,281,870 | 4,386,751 | 4,382,784 | | Adjustments for potential shares arising from share schemes (thousand shares) | 14,158 | 4,964 | 468 | | Weighted average number of ordinary shares used in calculating diluted EPS (thousand shares) | 4,296,028 | 4,391,715 | 4,383,252 | | Diluted EPS (RMB) | 7.16 | 10.18 | 11.87 |
16.
As at 1 January 2022 | | Properties and buildings RMB'000 | Machinery RMB'000 | Transportation equipment RMB'000 | Electronic equipment RMB'000 | Special equipment RMB'000 | Other equipment RMB'000 | Exterior facilities and others RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---| | Cost | 15,741,417 | 41,434,310 | 158,895 | 1,195,303 | 179,561 | 167,243 | 1,276,741 | 35,397,651 | 156,812,513 | | Accumulated depreciation | (1,537,428) | (14,754,766) | (86,713) | (554,086) | (1,514) | (118,763) | (12,402) | – | (29,440,006) | | Accumulated impairment | – | (369,476) | – | (597) | – | (6) | – | – | (609,246) | | Net carrying amount | 14,203,989 | 26,310,068 | 72,182 | 640,620 | 178,047 | 48,474 | 1,264,339 | 35,397,651 | 126,763,261 |
Year ended 31 December 2022 | | Properties and buildings RMB'000 | Machinery RMB'000 | Transportation equipment RMB'000 | Electronic equipment RMB'000 | Special equipment RMB'000 | Other equipment RMB'000 | Exterior facilities and others RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---| | Opening net carrying amount | 14,203,989 | 26,310,068 | 72,182 | 640,620 | 178,047 | 48,474 | 1,264,339 | 30,998,160 | 126,763,261 | | Additions | 12,895 | 217,754 | 33,653 | 21,461 | 2,327 | 13,006 | 326,769 | 65,758,746 | 43,300,590 | | Disposals | (1,204) | (218,982) | (1,725) | (16,365) | – | (2,575) | – | – | (684,093) | | Depreciation | (1,270,155) | (10,241,442) | (36,115) | (369,908) | (1,514) | (41,445) | (240,851) | – | (12,854,713) | | Impairment | – | (285,353) | – | (11) | – | – | – | – | (285,364) | | Transfer from construction in progress | – | – | – | 776,121 | 177,234 | 58,615 | 1,597,802 | (61,359,255) | – | | Exchange realignment | – | – | 3,147 | 5,849 | – | (3,926) | – | – | 219,746 | | Closing net carrying amount | 19,648,408 | 39,073,931 | 98,286 | 1,057,767 | 178,047 | 72,149 | 2,294,776 | 30,998,160 | 145,095,647 |
As at 31 December 2022 and 1 January 2023 | | Properties and buildings RMB'000 | Machinery RMB'000 | Transportation equipment RMB'000 | Electronic equipment RMB'000 | Special equipment RMB'000 | Other equipment RMB'000 | Exterior facilities and others RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---| | Cost | 35,494,356 | 80,182,457 | 195,424 | 1,928,457 | 179,561 | 233,294 | 3,201,313 | 30,998,160 | 156,812,513 | | Accumulated depreciation | (2,810,860) | (24,592,725) | (97,138) | (870,087) | (1,514) | (161,145) | (906,537) | – | (29,440,006) | | Accumulated impairment | – | (608,643) | – | (603) | – | – | – | – | (609,246) | | Net carrying amount | 32,683,496 | 54,981,089 | 98,286 | 1,057,767 | 178,047 | 72,149 | 2,294,776 | 30,998,160 | 145,095,647 |
Year ended 31 December 2023 | | Properties and buildings RMB'000 | Machinery RMB'000 | Transportation equipment RMB'000 | Electronic equipment RMB'000 | Special equipment RMB'000 | Other equipment RMB'000 | Exterior facilities and others RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---| | Opening net carrying amount | 32,683,496 | 54,981,089 | 98,286 | 1,057,767 | 178,047 | 72,149 | 2,294,776 | 25,011,907 | 145,095,647 | | Additions | 130,422 | 436,435 | 33,391 | 35,288 | 129,430 | 6,495 | 694,305 | 29,713,936 | 44,338,453 | | Disposals | (2,834) | (669,113) | (21,246) | (2,121) | – | (1,847) | (1,074,926) | – | (1,099,266) | | Depreciation | (2,367,091) | (18,233,958) | (30,180) | (393,555) | (35,546) | (71,274) | (602,014) | – | (22,197,397) | | Impairment | (296,651) | (2,315,427) | (1,577) | (76) | – | (23) | – | – | (3,095,494) | | Transfer from construction in progress | 22,573,587 | 25,916,825 | 82,270 | 317,434 | 1,818,694 | 68,759 | 994,277 | (24,369,126) | – | | Exchange realignment | (66,712) | 34,078 | 4,675 | 614 | – | (2,307) | – | – | (452,753) | | Closing net carrying amount | 52,654,217 | 60,149,929 | 169,534 | 1,036,339 | 2,953,344 | 155,811 | 4,695,780 | 25,011,907 | 146,937,736 |
As at 31 December 2023 and 1 January 2024 | | Properties and buildings RMB'000 | Machinery RMB'000 | Transportation equipment RMB'000 | Electronic equipment RMB'000 | Special equipment RMB'000 | Other equipment RMB'000 | Exterior facilities and others RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---| | Cost | 52,654,217 | 60,149,929 | 222,144 | 2,288,226 | 1,326,524 | 357,678 | 6,701,582 | 25,493,514 | 199,750,370 | | Accumulated depreciation | (58,150,262) | (105,210,440) | (119,943) | (1,251,267) | (37,061) | (200,115) | (2,005,802) | – | (51,031,765) | | Accumulated impairment | (5,199,394) | (42,218,183) | (1,816) | (620) | – | (1,752) | – | (481,607) | (3,622,958) | | Net carrying amount | 51,794,473 | 51,794,473 | 169,534 | 993,923 | 2,953,344 | 155,614 | 4,593,980 | 25,011,907 | 146,937,736 |
Year ended 31 December 2024 | | Properties and buildings RMB'000 | Machinery RMB'000 | Transportation equipment RMB'000 | Electronic equipment RMB'000 | Special equipment RMB'000 | Other equipment RMB'000 | Exterior facilities and others RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---| | Opening net carrying amount | 52,654,217 | 60,149,929 | 102,201 | 993,923 | 2,953,344 | 155,614 | 4,593,980 | 29,754,703 | 146,937,736 | | Additions | 89,563 | 125,113 | 33,391 | 47,307 | 246,351 | 13,904 | 694,305 | 29,713,936 | 31,414,359 | | Disposals | (247,975) | (766,187) | (21,246) | (3,570) | (35,550) | (6,440) | (1,074,926) | – | (1,790,382) | | Depreciation | (3,047,639) | (18,713,106) | (30,180) | (390,744) | (182,118) | (46,155) | (602,014) | – | (24,228,254) | | Impairment | (946,205) | (2,114,016) | (1,577) | (55) | (152,426) | (1,754) | – | (440,577) | (3,816,337) | | Transfer from construction in progress | 8,007,318 | 13,080,374 | 82,270 | 324,280 | 1,818,694 | 122,712 | 994,277 | (24,369,126) | – | | Exchange realignment | (97,623) | (327,042) | 4,675 | 1,354 | (31,070) | 1,395 | – | – | (452,753) | | Closing net carrying amount | 56,522,165 | 56,522,165 | 169,534 | 993,923 | 2,953,344 | 155,614 | 4,593,980 | 29,754,703 | 146,937,736 |
As at 31 December 2024 | | Properties and buildings RMB'000 | Machinery RMB'000 | Transportation equipment RMB'000 | Electronic equipment RMB'000 | Special equipment RMB'000 | Other equipment RMB'000 | Exterior facilities and others RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---| | Cost | 66,146,133 | 113,452,434 | 339,815 | 2,605,653 | 3,335,095 | 431,861 | 8,390,164 | 30,195,280 | 224,896,435 | | Accumulated depreciation | (8,200,773) | (56,897,503) | (168,465) | (1,611,419) | (229,325) | (274,473) | (3,796,184) | – | (71,178,142) | | Accumulated impairment | (1,423,195) | (4,760,458) | (1,816) | (311) | (152,426) | (1,774) | – | (440,577) | (6,780,557) | | Net carrying amount | 56,522,165 | 56,522,165 | 169,534 | 993,923 | 2,953,344 | 155,614 | 4,593,980 | 29,754,703 | 146,937,736 |
During the Track Record Period, management conducted the impairment assessments on certain Battery CGUs. The value-in-use calculations were based on the cash flow projections based on the latest financial budgets approved by management covering a five-year period. Management determines annual sales rate to be a key assumption as it is the main driver for revenue and costs in each period. The annual sales growth rate is determined based on past performance, management's expectation of market development and the expected production capacity of the battery related assets. The pre-tax discount rate used reflects specific risks relating to the relevant business.
During the Track Record Period, management performed impairment assessments of certain Mining CGUs. The recoverable amounts of the Mining CGUs had been determined based on value-in-use calculations using cash flow projections over the expected life of the mine, which based on budgeted sales and operating costs of the business and working capital needs that have taking into consideration of the future economic conditions, expected production capacity, ore reserve estimates, ore prices, cost of production over the expected life of the mine and the pre-tax discount rate.
The carrying amounts of the properties and buildings amounted to RMB18,111,472,000, RMB9,823,033,000 and RMB13,949,065,000 as at 31 December 2022, 2023 and 2024, respectively, are in the process of obtaining the property ownership certificates. The directors of the Company are of the opinion that the relevant certificates would be obtained in the near future, the Group is entitled to lawfully and validly occupy and use the buildings, and therefore the aforesaid matter did not have any significant impact on the Group's consolidated statements of financial position as at 31 December 2022, 2023 and 2024.
The Group has pledged certain property, plant and equipment with the following carrying amounts to secure borrowings granted to the Group. Details of the Group's assets pledged for the Group's borrowings are disclosed in Note 40 to the Historical Financial Information.
| | As at 31 December | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | Properties and buildings | 3,091,075 | 3,603,968 | 5,454,799 | | Machinery | 2,283,080 | 223,837 | 1,340,692 | | Construction in progress | 254,070 | 1,139,761 | 334,977 | | Total | 5,628,225 | 4,967,566 | 7,130,468 |
APPENDIX I 17.
The movements in the net carrying amount of the Group's right-of-use assets are analysed as follows:
| | Prepaid lease payments | Leased properties and equipment | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | 4,238,119 | 678,625 | 4,916,744 | | Additions | 3,532,085 | 338,191 | 3,870,276 | | Disposals | (290) | (6,298) | (6,588) | | Depreciation | (143,983) | (161,384) | (305,367) | | As at 31 December 2022 and 1 January 2023 | 7,625,931 | 849,134 | 8,475,065 | | Additions | 1,219,927 | 115,140 | 1,335,067 | | Disposals | (25,624) | (468,747) | (494,371) | | Depreciation | (160,189) | (117,593) | (277,782) | | Impairment | (21,576) | – | (21,576) | | As at 31 December 2023 and 1 January 2024 | 8,638,469 | 377,934 | 9,016,403 | | Additions | 1,200,160 | 774,017 | 1,974,177 | | Disposals | (214,577) | (22,683) | (237,260) | | Depreciation | (229,522) | (239,273) | (468,795) | | Impairment | (281,164) | – | (281,164) | | As at 31 December 2024 | 9,113,366 | 889,995 | 10,003,361 |
Certain prepaid lease payments are pledged for the Group's borrowings, details are disclosed in Note 40 to the Historical Financial Information.
18.
| | As at 31 December | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | **At the beginning of the year** | | | | | Gross carrying amount | 527,851 | 704,065 | 884,550 | | Accumulated impairment | – | – | (176,668) | | Net carrying amount at the beginning of the year | 527,851 | 704,065 | 707,882 | | Acquisition of subsidiaries (Note 47.1) | 176,214 | 239,311 | 181,080 | | Impairment (Note (a)) | – | (176,668) | – | | Disposal of a subsidiary | – | (98,468) | – | | Deregistration of a subsidiary | – | (25,612) | – | | Exchange realignment | – | 65,254 | 5,795 | | Net carrying amount at the end of the year | 704,065 | 707,882 | 894,757 | | **At the end of the year** | | | | | Gross carrying amount | 704,065 | 884,550 | 1,071,425 | | Accumulated impairment | – | (176,668) | (176,668) | | | 704,065 | 707,882 | 894,757 |
At the end of each reporting period, the recoverable amounts of all CGUs have been assessed by management, which were determined based on value-in-use calculations covering a detailed five-year budget plan followed by an extrapolation of expected cash flows. The recoverable amounts for the CGUs, excluding one of the CGUs, were assessed to exceed their carrying amounts as at 31 December 2022, 2023 and 2024. Accordingly, no impairment loss has been recognised for these CGUs. As at 31 December 2023, management reassessed the key assumptions for impairment testing of goodwill of that CGU. According to management's estimation of the recoverable amount of that CGU, an impairment loss of RMB176,668,000 was recognised. The following describes each key assumption on which management has based its cash flow projections to undertake the impairment of these CGUs: (i)
Revenue growth rate and terminal growth rate Based on past performance and management's expectations for market development. For prudence sake, management considered the terminal growth rate as Nil for the CGUs.
Pre-tax discount rate The pre-tax discount rate used is before tax and reflects specific risk relating to the relevant unit.
Apart from the considerations described in determining the value-in-use of the CGUs above, management is not currently aware of any other probable changes that would necessitate changes in its key estimates and could cause the CGUs' carrying amounts to exceed their recoverable amounts.
附录一 19.
| | 专利权及非专利技术 | 软件 | 采矿及勘探权 | 商标及域名 | 合计 | |---|---|---|---|---|---| | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | **于2022年1月1日** | | | | | | | 成本 | 344,481 | 341,397 | – | 62,730 | 748,608 | | 累计摊销 | (272,975) | (234,146) | – | – | (507,121) | | 账面净值 | 71,506 | 107,251 | – | 62,730 | 241,487 | | **截至2022年12月31日止年度** | | | | | | | 期初账面净值 | 71,506 | 107,251 | – | 62,730 | 241,487 | | 增加 | 78,098 | 198,408 | 1,490,717 | – | 1,767,223 | | 处置 | – | (2,211) | – | – | (2,211) | | 摊销 | (44,957) | (46,690) | (819) | – | (92,466) | | 期末账面净值 | 104,647 | 256,758 | 1,489,898 | 62,730 | 1,914,033 | | **于2022年12月31日及2023年1月1日** | | | | | | | 成本 | 422,579 | 501,817 | 1,490,717 | 62,730 | 2,477,843 | | 累计摊销 | (317,932) | (245,059) | (819) | – | (563,810) | | 账面净值 | 104,647 | 256,758 | 1,489,898 | 62,730 | 1,914,033 | | **截至2023年12月31日止年度** | | | | | | | 期初账面净值 | 104,647 | 256,758 | 1,489,898 | 62,730 | 1,914,033 | | 增加（注（a）） | 490,525 | 193,137 | 6,454,813 | – | 7,138,475 | | 处置 | (9,750) | (1,351) | – | – | (11,101) | | 摊销 | (56,789) | (100,639) | (13,375) | – | (170,803) | | 减值（注（b）） | – | – | (1,833,197) | – | (1,833,197) | | 期末账面净值 | 528,633 | 347,905 | 6,098,139 | 62,730 | 7,037,407 | | **于2023年12月31日及2024年1月1日** | | | | | | | 成本 | 897,323 | 693,219 | 7,945,530 | 62,730 | 9,598,802 | | 累计摊销 | (368,690) | (345,314) | (14,194) | – | (728,198) | | 累计减值 | – | – | (1,833,197) | – | (1,833,197) | | 账面净值 | 528,633 | 347,905 | 6,098,139 | 62,730 | 7,037,407 | | **截至2024年12月31日止年度** | | | | | | | 期初账面净值 | 528,633 | 347,905 | 6,098,139 | 62,730 | 7,037,407 | | 增加 | 10,959 | 142,635 | 127,148 | – | 280,742 | | 处置 | (718) | (37) | (34,162) | – | (34,917) | | 摊销 | (98,114) | (116,460) | (26,306) | – | (240,880) | | 减值（注（b）） | – | – | (1,735,914) | – | (1,735,914) | | 期末账面净值 | 440,760 | 374,043 | 4,428,905 | 62,730 | 5,306,438 | | **于2024年12月31日** | | | | | | | 成本 | 907,807 | 789,929 | 8,036,588 | 62,730 | 9,797,054 | | 累计摊销 | (467,047) | (415,886) | (38,572) | – | (921,505) | | 累计减值 | – | – | (3,569,111) | – | (3,569,111) | | 期末账面净值 | 440,760 | 374,043 | 4,428,905 | 62,730 | 5,306,438 |
截至2023年12月31日止年度的增加主要由于收购雅江县斯诺威矿业发展有限公司（"斯诺威矿业"）的资产，金额为人民币5,860,546千元。详情于历史财务资料附注47.2中披露。
于2023年12月31日及2024年12月31日，管理层认定若干附属公司的采矿及勘探权因相关材料市场价格大幅下跌而出现减值，因此管理层就该等报告期间对若干采矿现金产生单元进行了减值评估。该等采矿现金产生单元的可收回金额根据管理层批准的财务预算，采用现金流量预测的使用价值计算方法加以计量。
税前折现率 所用税前折现率为税前折现率，反映相关单元的特定风险。适用于现金流量预测的税前折现率，截至2023年12月31日及2024年12月31日止年度分别约为12%至15%及11%至15%。
收入增长率 收入增长率以生产能力为基础。
Projection period The projection period is ranging from approximately 13 to 15 years and 16 years for the years ended 31 December 2023 and 2024, respectively, which determined on a comprehensive basis based on the recoverable reserves of the mine owned by the Group and the Group's production capacity.
Certain intangible assets are pledged for the Group's borrowings, details are disclosed in Note 40 to the Historical Financial Information.
20.
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | At the beginning of the year | 9,569,932 | 16,875,562 | 48,967,835 | | Additions (Note (i)) | 4,317,177 | 31,292,971 | 1,721,837 | | Disposals | (167,768) | (2,060,741) | (967,541) | | Share of results, net | 2,622,188 | 3,589,347 | 3,819,224 | | Share of other comprehensive (loss)/income, net | (56,198) | 524,934 | (142,210) | | Share of non-controlling interest | – | 138,609 | (58,848) | | Gains on deemed disposal of investments in associates | – | 581,001 | 1,288,165 | | Change in other equity | – | 766,860 | 34,369 | | Dividends declared | (296,062) | (1,780,523) | (1,330,351) | | Exchange realignment | 107,516 | (21,955) | 137,663 | | Unrealised profit/(loss) | 778,777 | (442,991) | 221,991 | | Less: impairment loss | – | (495,239) | (365,103) | | **At the end of the year** | **16,875,562** | **48,967,835** | **53,327,031** | | Unlisted investments | 13,957,194 | 16,953,481 | 20,057,420 | | Listed investments | 2,918,368 | 32,014,354 | 33,269,611 | | | 16,875,562 | 48,967,835 | 53,327,031 |
The Group's investments in associates mainly included the investments in CMOC Group Limited. Details of the investments in CMOC Group Limited are disclosed in Note 47.2 to the Historical Financial Information. The acquisition was completed on 10 March 2023. CMOC Group Limited is a public listed company, and the Group as the second-largest shareholder, management believes it has significant influence over the associate. In the opinion of the directors, except for CMOC Group Limited, there is no other investment in associate that is individually material to the Group.
Management has assessed the level of influence that the Group exercises on other associates and determined that it has significant influence through the board representation and other relevant facts and circumstances, even though the respective shareholding of some investments is below 20%. Accordingly, these investments have been classified as associates.
There were no material contingent liabilities relating to the Group's investments in associates.
CMOC Group Limited has published its consolidated financial statements for public use at the website of the Stock Exchange. The proportion of the Group's ownership to the associate is 24.68% as at 31 December 2023 and 2024, and the carrying amount of the Group's investment in the associate is reconciled by the Group's share of net assets of the associate and the fair value uplift and other adjustments.
The following table illustrates the aggregated financial information of associates that are not individually material: Year ended 31 December
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Aggregate carrying amount of individually immaterial associates | 16,875,562 | 20,052,713 | 22,275,878 | | Share of results, net | 2,622,188 | 1,700,532 | 1,105,095 | | Share of total comprehensive income | 2,565,990 | 1,697,685 | 81,864 |
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | At the beginning of the year | 9,667,499 | 13,475,345 | 13,058,287 | | Additions | 2,352,528 | 665,600 | 167,880 | | Disposals | (48,035) | (1,679,340) | (846,523) | | Share of results, net | 1,816,911 | 559,776 | (419,224) | | Share of other comprehensive (loss)/income, net | (56,198) | (2,474) | 81,553 | | Gains on deemed disposal of investments in associates | – | 450,163 | 1,044,115 | | Change in other equity | – | 601,288 | – | | Dividends declared | (257,360) | (616,280) | (106,413) | | Less: impairment loss | – | (395,791) | (365,103) | | **At the end of the year** | **13,475,345** | **13,058,287** | **12,614,572** | | Unlisted investments | 10,753,264 | 10,168,524 | 10,516,882 | | Listed investments | 2,722,081 | 2,889,763 | 2,097,690 | | | 13,475,345 | 13,058,287 | 12,614,572 |
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | **Unlisted investments** | | | | | At the beginning of the year | 1,379,101 | 719,645 | 1,059,859 | | Additions | 58,070 | 145,000 | 772,361 | | Disposals | (37,693) | – | (87,840) | | Share of results, net | (7,671) | 156,415 | (76,184) | | Change in other equity | – | 38,799 | 4,551 | | Dividends declared | – | – | (7,353) | | Transfer to a subsidiary (Note (iii)) | (672,162) | – | (200,900) | | **At the end of the year** | **719,645** | **1,059,859** | **1,464,494** |
The movements of provision for impairment of inventories are as follows: The Group Year ended 31 December 2022
At the beginning of the year ў ў ў ў ў ў ў ў ў ў ў ў ў Charge for the year ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Write-off ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
原材料 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 在制品 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 产成品 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 履行合同的成本 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
附注：本集团及母公司对存货状况进行审查，并对已被识别为过时、周转缓慢或不再可回收或不再适合用于生产的存货计提减值拨备。本集团及母公司于每个报告期末按逐项产品的方式对存货进行审查，并参照最新市场价格及当前市场状况计提减值拨备。
附录一 24.
若干贸易及票据应收款已抵押作为本集团借款的担保，详情载于历史财务资料附注40。
于追踪记录期间，给予客户的信贷期一般为60天以内。
0–90天 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 91–365天 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 超过365天 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
0–90天 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 91–365天 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 超过365天 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
年初余额 ў ў ў ў ў ў ў ў ў ў ў ў ў 已确认预期信用损失拨备（净额）（附注） ў ў ў ў ў ў ў 核销 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 汇率调整 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
年初余额 ў ў ў ў ў ў ў ў ў ў ў ў ў 已确认预期信用损失拨备（净额）（附注） ў ў ў ў ў ў ў 核销 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
于2022年、2023年及2024年12月31日，本集团及母公司所有票据应收款均未逾期且未出现减值。本集团及母公司预期票据应收款不存在重大信用风险，原因是该等票据应收款由中国国有银行或信誉良好的银行持有。董事预期上述交易对手方不履约不会造成重大信用损失。追踪记录期间未计提任何损失拨备。
附注：于追踪记录期间，本集团及母公司若干账龄超过三年的贸易应收款已全额减值。
25.
合同资产主要来自电池相关业务的销售。合同资产代表就向客户转让货物而收取对价的权利。合同资产于履行履约义务早于合同约定的进度款时产生，当合同满足无条件收款权利的条件时，该等合同资产将转入贸易应收款。
本集团向客户提供在质保期内扣留一定比例合同价值的安排。该金额列入"合同资产"，因为本集团获得最终款项的权利以本集团在质保期结束前令人满意地完成工作为条件。
Contract liabilities represent the obligation to transfer goods to customers in consideration of payments received or receivable from customers. Contract liabilities are incurred when the payment schedule agreed under the contract is ahead of the performance of contract obligations.
| Contract Liabilities | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Current | 22,444,785 | 23,982,352 | 27,834,446 | | Non-current | 6,910,284 | 6,093,840 | 5,400,795 | | **Total** | **29,355,069** | **30,076,192** | **33,235,241** |
| Contract Liabilities | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Current | 23,232,269 | 24,060,818 | 25,228,351 |
The Group and the Company receive payments of the contract from customers based on billing schedule as set out in the contracts for providing new energy applications including EV batteries, ESS batteries, sales of battery materials and recycling.
Majority of contract liabilities at the beginning of each reporting period were recognised as revenue during the Track Record Period.
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | **Non-current** | | | | | Deposits (Note (a)) | 7,913,875 | 8,779,715 | 8,910,741 | | Finance lease receivables | 44,316 | 9,840 | 151,342 | | Prepayment on construction and equipment | 11,766,627 | 8,077,426 | 8,504,151 | | Prepayment for inventories (Note (a)) | 4,097,041 | 3,170,453 | 1,732,644 | | Others | 1,323,774 | 1,117,479 | 127,947 | | **Subtotal** | **25,145,633** | **21,154,913** | **19,426,825** | | **Current** | | | | | Deposits and other assets | 8,792,816 | 3,648,556 | 2,590,956 | | Prepayments (Note (b)) | 15,843,284 | 6,962,873 | 5,969,685 | | Finance lease receivables | 403,712 | 56,828 | 72,972 | | Interest receivables | 903,595 | 2,595,682 | 5,268,637 | | Prepaid corporate income tax | 360,193 | 349,675 | 37,804 | | Other tax receivables (Note (c)) | 11,360,316 | 7,863,809 | 6,199,640 | | Others | 186,519 | 72,540 | 49,021 | | Less: ECL allowance | (114,436) | (209,992) | (384,009) | | **Subtotal** | **37,735,999** | **21,339,971** | **19,804,706** | | **Total** | **62,881,632** | **42,494,884** | **39,231,531** |
Notes: (a) As at 31 December 2022, 2023 and 2024, there are prepayment for inventories due from an associate of RMB Nil, RMB3,170,453,000 and RMB1,732,644,000, respectively and deposits due from an associate of RMB Nil, RMB8,779,715,000 and RMB8,910,741,000 respectively.
(b) The Group had made advance payments for purchase of inventories to secure the inventory supply. These advance payments are expected to be realised within twelve months from the end of the reporting period.
(c) The amounts represent prepaid tax and surcharges levied.
| | Stage 1 RMB'000 | Stage 2 RMB'000 | Stage 3 RMB'000 | Total RMB'000 | |---|---|---|---|---| | As at 1 January 2022 | 25 | – | 117,028 | 117,053 | | Provision/(Reversal) | 140 | – | (2,781) | (2,641) | | Addition through acquisition of subsidiaries | 184 | – | – | 184 | | Written off | (160) | – | – | (160) | | **As at 31 December 2022 and 1 January 2023** | **189** | **–** | **114,247** | **114,436** | | Provision/(Reversal) | 53,612 | – | (14,247) | 39,365 | | Addition through acquisition of subsidiaries | 48,121 | – | 8,070 | 56,191 | | **As at 31 December 2023 and 1 January 2024** | **101,922** | **–** | **108,070** | **209,992** | | Provision | 243,737 | – | 17,748 | 261,485 | | Written off | (87,055) | – | – | (87,055) | | Exchange realignment | (413) | – | – | (413) | | **As at 31 December 2024** | **258,191** | **–** | **125,818** | **384,009** |
The Company's prepayments, deposits and other assets mainly comprise prepayment for inventories, deposits, prepayments and other tax receivables.
The Group's derivative financial instruments are measured at fair value and are summarised below: As at 31 December
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | **Cash flow hedge** | | | | | – Foreign exchange risk contracts | 597,912 | (1,934,010) | (1,813,628) | | – Commodity price risk contracts | (22,274) | (49,262) | (2,962) | | **Subtotal** | **575,638** | **(1,983,272)** | **(1,816,590)** | | **Fair value hedge** | | | | | – Foreign exchange risk contracts | – | (1,958,138) | (299,427) | | **Total** | **575,638** | **(3,941,410)** | **(2,116,017)** |
The Group uses foreign exchange risk contracts to mitigate exchange rate exposure arising from forecast sales and purchase and commodity price risk contracts that meet the definition of a derivative as defined by IFRS 9, to mitigate commodity price risk exposure arising from price fluctuation in raw materials related to production of products on the Group's business. The hedging ineffectiveness for both foreign exchange risk contracts and commodity price risk contracts during the Track Record Period were insignificant.
The hedge relationships relate to the foreign currency risk and commodity price risk arising from the highly probable sales and purchase transactions and the resulting receivable, payable and inventory. Reclassification to profit or loss occurs at the time of the associated transactions being recognised and then further movements to profit or loss to match the retranslation of the associated receivable, payable and inventory.
The Group uses foreign exchange risk contracts to manage its exposure to foreign exchange rate fluctuations, mainly to mitigate the currency risk of cash and cash equivalents that denominated in foreign currency. The hedged items and the hedging instruments are denominated in the same currency and as a result the hedging instruments are considered as highly effective hedging instruments. The hedging ineffectiveness for the Track Record Period were insignificant. (c)
The potential sources of ineffectiveness result from either (i) differences between the timing of the cash flows of the hedged item and hedging instrument and potential credit risk or (ii) over-hedging may volumes of highly probable transactions fall below hedged amounts. The likelihood of the above factors is low. At the current time, no significant ineffectiveness has arisen from the above factors. 28.
| | As at 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Cash and cash equivalents | 157,629,318 | 238,165,487 | 270,159,734 | | Time deposits and restricted cash (Note) | 32,510,497 | 23,545,346 | 28,083,622 | | | 190,139,815 | 261,710,833 | 298,243,356 |
Note: Time deposits and restricted cash include bank deposits with original maturities over three months and due within one year and guarantee deposits for letter of bank acceptance notes, letters of guarantee, letters of credit and issuance of bills payable. Certain restricted cash is pledged as security for the Group's borrowings, details are disclosed in Note 40 to the Historical Financial Information.
The Company's bank balances, deposits and cash mainly comprise cash and cash equivalents, time deposits and restricted cash.
29.
Deferred tax assets and liabilities are offset when there is a legally enforceable right of offsetting and when the deferred income taxes relate to the same authority.
| | As at 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Deferred tax assets | 9,483,660 | 17,395,585 | 24,118,834 | | Deferred tax liabilities | (1,807,813) | (1,364,906) | (1,231,236) | | | 7,675,847 | 16,030,679 | 22,887,598 |
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | At the beginning of the year | 4,503,979 | 7,675,847 | 16,030,679 | | Recognised in profit or loss (Note 12) | 4,441,682 | 7,652,592 | 6,380,013 | | (Reversed)/Recognised in other comprehensive income | (527,153) | 806,036 | 627,333 | | Others | (742,661) | (103,796) | (150,427) | | At the end of the year | 7,675,847 | 16,030,679 | 22,887,598 |
| | Loss allowance and impairment provision RMB'000 | Employee benefits RMB'000 | Provisions RMB'000 | Accrued expenses RMB'000 | Deferred income RMB'000 | Fair value change of financial assets at FVTOCI RMB'000 | Amortisation and depreciation RMB'000 | Unrealised profit on intra-group transactions RMB'000 | Tax losses RMB'000 | Others RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---|---|---|---| | As at 1 January 2022 | 133,851 | 547,574 | 156,615 | 134,868 | 420,899 | 14,689 | 459,650 | 138,245 | – | 33,816 | 2,039,207 (implied) | | Recognised/(Reversed) in profit or loss | 128,280 | 1,928,281 | 373,902 | 114,794 | 1,171,619 | 186,621 | 534,432 | 861,719 | – | 104,602 | – | | Recognised/(Reversed) in other comprehensive income | – | – | – | – | – | – | – | – | – | (62,710) | – | | Others | – | (671,109) | (41,821) | 124,240 | 811,152 | – | 438,697 | 137,298 | – | (71,552) | – | | As at 31 December 2022 and 1 January 2023 | 613,666 | 2,051,816 | 1,494,028 | 239,034 | 2,295,675 | 201,310 | 459,650 | 723,474 | – | 4,559,855 (implied) | 9,483,660 | | Recognised in profit or loss | 292,830 | 807,199 | 10,795,676 (implied) | 124,240 | 3,028,794 | – | 1,171,619 | 534,432 | 509,848 | 296,390 | – | | (Reversed)/Recognised in other comprehensive income | – | – | – | – | – | (89,707) | – | – | – | 4,156 | 806,036 | | Others | – | (439,805) | – | – | 4,615,630 (implied) | – | 811,152 | – | – | 336,009 | (103,796) | | As at 31 December 2023 and 1 January 2024 | 1,211,874 | 3,028,722 | 3,151,252 | 239,034 | 1,982,771 | 111,603 | 973,129 | 999,017 | 1,317,401 | 674,731 | 17,395,585 | | Recognised/(Reversed) in profit or loss | 455,774 | 916,689 | 7,644,424 (implied) | 10,795,676 (implied) | 734,086 | – | 692,983 | 617,991 | 1,795,928 | (185,638) | – | | Recognised/(Reversed) in other comprehensive income | – | – | – | – | – | 242,388 | – | – | – | (69,071) | 627,333 | | Others | – | (183,642) | – | – | – | – | – | – | – | 33,215 | (150,427) | | As at 31 December 2024 | 1,667,648 | 3,761,769 (implied) | 10,795,676 (implied) | 10,795,676 (implied) | 2,716,857 | 353,991 | 1,666,112 | 1,617,008 | 3,113,329 (implied) | 453,237 | 24,118,834 |
| | Accelerated tax depreciation RMB'000 | Fair value change of financial assets at FVTOCI RMB'000 | Others RMB'000 | Total RMB'000 | |---|---|---|---|---| | As at 31 December 2022 and 1 January 2023 | 530,010 | 411,768 | 427,123 | – | | Recognised/(Reversed) in profit or loss | 632,002 | – | 941,778 | – | | Recognised in other comprehensive income | – | 28,644 | – | – | | Others | – | – | – | – | | As at 31 December 2023 and 1 January 2024 | 970,422 | 2,004,135 | 1,760,149 | – | | Recognised/(Reversed) in profit or loss | 995,757 | – | – | – | | Reversed in other comprehensive income | – | (671,109) | (439,805) | – | | Others | – | 25,335 | – | – | | As at 31 December 2024 | 1,952,346 | 565,638 | 2,334,342 | – |
| | Employee benefits | Loss allowance and impairment provision | Accrued expenses | Provisions | Deferred income | Fair value change of financial assets at FVTOCI | Amortisation and depreciation | Others | Total | |---|---|---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | 225,003 | 95,669 | 102,328 | 156,612 | – | 178,938 | 2,439 | – | – | | Recognised/(Reversed) in profit or loss | – | – | – | – | – | – | – | – | – | | Reversed in other comprehensive income | – | – | – | – | – | – | – | – | – | | Others | 129,334 | (6,659) | (54,284) | – | – | 24,357 | 73 | – | 1,974,684 | | | 95,669 | 102,328 | 156,612 | 30,083 | 10,130 | 203,295 | 2,512 | – | 4,299,565 | | – | – | – | – | – | – | – | – | – | | – | – | – | – | – | – | – | – | – | | | (6,659) | (54,284) | – | 30,083 | (8,702) | 129,036 | 417,020 | – | 5,615,997 | | | 102,328 | 156,612 | 30,083 | – | 10,130 | 178,938 | 2,439 | – | 5,602,248 | | – | – | – | – | – | – | – | – | – | | – | – | – | – | – | – | – | – | (671,109) | | | (54,284) | – | 30,083 | – | (892) | 24,357 | 73 | – | 1,174,349 | | | 156,612 | 30,083 | – | – | 10,130 | 203,295 | 2,512 | – | 1,417,301 | | – | – | – | 36,151 | – | – | – | – | – | | – | – | – | – | – | – | – | – | – | | | – | – | 30,083 | – | (892) | 24,357 | 73 | – | 1,974,684 |
| | Employee benefits | Loss allowance and impairment provision | Accrued expenses | Provisions | Deferred income | Fair value change of financial assets at FVTOCI | Amortisation and depreciation | Others | Total | |---|---|---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | 225,003 | 95,669 | 102,328 | 156,612 | – | 178,938 | 2,439 | – | 4,299,565 | | Recognised/(Reversed) in profit or loss | – | – | – | 36,151 | 15,226 | – | 210,786 | – | 226,012 | | Reversed in other comprehensive income | – | – | – | – | – | – | – | – | (439,805) | | Others | 129,334 | (6,659) | (54,284) | (162,529) | (8,702) | 24,357 | 73 | – | 5,615,997 | | As at 31 December 2022 and 1 January 2023 | 95,669 | 102,328 | 156,612 | 30,083 | 10,130 | 203,295 | 2,512 | – | 5,602,248 | | Recognised/(Reversed) in profit or loss | – | – | – | – | (892) | – | – | – | (892) | | Reversed in other comprehensive income | – | – | – | – | – | – | – | – | (671,109) | | Others | (6,659) | (54,284) | – | – | (8,702) | 129,036 | 417,020 | – | 1,174,349 | | As at 31 December 2023 and 1 January 2024 | 102,328 | 156,612 | 30,083 | – | 10,130 | 178,938 | 2,439 | – | 1,417,301 | | Recognised/(Reversed) in profit or loss | – | – | 66,234 | – | – | – | – | – | 226,012 | | Reversed in other comprehensive income | – | – | – | – | – | – | – | – | (439,805) | | Others | (54,284) | – | – | – | (892) | (311,068) | (198,525) | (21,597) | 3,052,435 | | As at 31 December 2024 | 225,003 | 129,334 | 95,669 | (6,659) | 102,328 | (54,284) | 156,612 | 30,083 | 13,496,389 |
| | Employee benefits | Loss allowance and impairment provision | Accrued expenses | Provisions | Deferred income | Fair value change of financial assets at FVTOCI | Amortisation and depreciation | Others | Total | |---|---|---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | 225,003 | 95,669 | 102,328 | 156,612 | 10,130 | 178,938 | 2,439 | – | 4,299,565 | | Recognised/(Reversed) in profit or loss | – | – | – | 36,151 | 15,226 | – | 210,786 | – | 226,012 | | Reversed in other comprehensive income | – | – | – | – | – | – | – | – | (439,805) | | Others | 129,334 | (6,659) | (54,284) | (162,529) | (8,702) | 24,357 | 73 | – | 5,615,997 | | As at 31 December 2022 and 1 January 2023 | 354,337 | 89,010 | 48,044 | 30,234 | 16,654 | 203,295 | 213,298 | – | 11,004,452 | | Recognised/(Reversed) in profit or loss | – | – | 66,234 | – | (892) | – | – | – | (65,788) | | Reversed in other comprehensive income | – | – | – | – | – | (311,068) | – | – | (494,710) | | Others | (6,659) | (54,284) | – | – | (8,702) | 129,036 | 417,020 | (21,597) | 3,052,435 | | As at 31 December 2024 | 225,003 | 129,334 | 95,669 | (6,659) | 102,328 | (54,284) | 156,612 | 410,196 | 13,496,389 |
| | Appreciation of assets acquired in business combinations | Fair value change of financial assets at FVTOCI | Others | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | 20,944 | 998,877 | 18,755 | 1,038,576 | | Recognised in profit or loss | 52,129 | – | 66,044 | 118,173 | | Recognised in other comprehensive income | – | 651,064 | – | 651,064 | | As at 31 December 2022 and 1 January 2023 | 73,073 | 1,649,941 | 84,799 | 1,807,813 | | Recognised in profit or loss | 29,329 | – | 127,117 | 156,446 | | Reversed in other comprehensive income | – | (599,353) | – | (599,353) | | As at 31 December 2023 and 1 January 2024 | 102,402 | 1,050,588 | 211,916 | 1,364,906 | | Recognised in profit or loss | 8,023 | – | 312,323 | 320,346 | | Reversed in other comprehensive income | – | (454,016) | – | (454,016) | | As at 31 December 2024 | 110,425 | 596,572 | 524,239 | 1,231,236 |
Deferred tax assets should be recognised when it is probable that taxable profits or taxable temporary differences will be available against which the deferred tax asset can be utilised. Temporary differences will not be recognised as deferred tax assets if management estimates that they will not be recovered from taxable profits generated from continuing operations in the foreseeable future. The following table sets forth the tax losses and deductible temporary differences which were not recognised as deferred tax assets at the end of each reporting period:
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Tax losses | 2,371,110 | 4,664,733 | 6,149,671 | | Deductible temporary differences | 241,036 | 3,676,118 | 9,039,818 | | | 2,612,146 | 8,340,851 | 15,189,489 |
The Group has unused tax losses of RMB2,371,110,000, RMB4,664,733,000 and RMB6,149,671,000 as at 31 December 2022, 2023 and 2024, respectively, available for offset against future profits. No deferred tax asset has been recognised for these tax losses due to the unpredictability of future profit streams. Included in unrecognised tax losses are losses of RMB531,885,000, RMB184,974,000 and RMBNil, respectively, can be carried forward indefinitely.
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | 2023 | 17,136 | – | – | | 2024 | 83,124 | 81,159 | – | | 2025 | 112,400 | 66,229 | 12,917 | | 2026 | 556,779 | 420,739 | 201,446 | | 2027 and beyond | 1,601,671 | N/A | N/A | | 2027 | N/A | 1,124,087 | 744,617 | | 2028 and beyond | – | 2,972,519 | N/A | | 2028 | – | – | 1,741,658 | | 2029 and beyond | – | – | 3,449,033 | | | 2,371,110 | 4,664,733 | 6,149,671 |
30.
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Trade payables | | | | | – that are not part of SFA | 52,588,255 | 58,311,364 | 67,757,752 | | – that are part of SFA (Note 38) | 12,929,789 | 31,999,446 | 44,362,409 | | | 65,518,044 | 90,310,810 | 112,120,161 | | Bills payable | 126,229,468 | 77,514,941 | 67,356,323 | | | 191,747,512 | 167,825,751 | 179,476,484 |
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | Trade payables (including SFA) | 59,703,514 | 92,302,821 | 102,694,704 | | Bills payable | 99,327,776 | 52,680,163 | 50,701,433 | | | 159,031,290 | 144,982,984 | 153,396,137 |
The credit period granted by suppliers is generally within 90 days. At the end of each reporting period, there were no significant trade payables aged over 1 year (on invoice date basis).
At the end of each reporting period, no matured bills payable were unpaid.
Details of the Group's assets pledged for the Group's bills payable are disclosed in Note 40 to the Historical Financial Information.
31.
Non-current Deferred income ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Premium payables on acquiring mining rights ў ў ў Redemption liability (Note (a)) ў ў ў ў ў ў ў ў ў ў ў ў
Current Accrued expenses (Note (b)) ў ў ў ў ў ў ў ў ў ў ў ў ў Construction and equipment payables ў ў ў ў ў ў ў ў Dividend payables ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Deposits received ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Employee benefits payables ў ў ў ў ў ў ў ў ў ў ў ў ў ў Other tax liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Premium payables on acquiring mining rights ў ў ў Others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Non-current | | | | | Deferred income | 19,966,702 | 21,448,987 | 22,041,069 | | Premium payables on acquiring mining rights | – | 170,256 | 156,480 | | Redemption liability (Note (a)) | – | 25,247,626 | – | | | 19,966,702 | 46,866,869 | 22,197,549 | | Current | | | | | Accrued expenses (Note (b)) | 3,077,310 | 3,258,954 | 4,541,876 | | Construction and equipment payables | 29,016,932 | 26,727,963 | 18,857,247 | | Dividend payables | 8,320 | 29,916 | 5,400,161 | | Deposits received | 8,055,298 | 8,763,865 | 4,478,969 | | Employee benefits payables | 9,476,018 | 14,846,251 | 18,653,079 | | Other tax liabilities | 2,197,550 | 3,712,029 | 3,447,398 | | Premium payables on acquiring mining rights | – | 23,740 | 21,582 | | Others | 3,873,145 | 1,601,269 | 1,740,918 | | | 55,704,573 | 58,963,987 | 57,141,230 | | Total | 75,671,275 | 105,830,856 | 79,338,779 |
It mainly represents redemption liability arising from the transaction with non-controlling interests in respect of the put option arrangement. Details of the acquisition of the subsidiary are disclosed in Note 47.2 to the Historical Financial Information.
Accrued expenses mainly comprise payables to transportation companies and accrued water and electricity charges.
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Non-current | | | | | Deferred income | 614,668 | 570,785 | 705,408 | | Current | | | | | Accrued expenses | 1,652,650 | 1,689,854 | 2,606,910 | | Amounts due to subsidiaries | 2,142,341 | 5,499,462 | 4,809,999 | | Construction and equipment payables | 4,303,641 | 2,418,932 | 1,127,422 | | Dividend payables | 8,320 | 6,976 | 5,400,161 | | Deposits received | 7,052,965 | 7,762,763 | 4,272,821 | | Employee benefits payables | 7,116,679 | 10,887,193 | 14,038,319 | | Other tax liabilities | 1,979,051 | 2,369,475 | 2,269,446 | | Others | 2,163,745 | 103,528 | 225,143 | | | 26,419,392 | 30,738,183 | 34,750,221 | | Total | 27,034,060 | 31,308,968 | 35,455,629 |
APPENDIX I 32.
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Pledged borrowings (Note (b)) | 452,784 | 653,643 | 554,816 | | Mortgaged borrowings (Note (b)) | 5,038,093 | 5,328,538 | 6,011,659 | | Mortgaged and guaranteed borrowings (Notes (b), (c)) | 5,668,290 | 9,266,159 | 10,840,360 | | Guaranteed borrowings (Note (c)) | 27,134,448 | 36,492,569 | 36,444,429 | | Credit borrowings | 38,935,167 | 53,523,844 | 62,215,700 | | Secured other borrowings | 1,343,578 | 1,383,435 | 1,483,457 | | Corporate bonds (Note (d)) | 22,289,408 | 19,447,655 | 19,434,396 | | Total borrowings | 100,861,768 | 126,095,843 | 136,984,817 | | Less: current portion | | | | | Pledged borrowings (Note (b)) | 452,784 | 300,203 | 97,159 | | Mortgaged borrowings (Note (b)) | 698,411 | 493,174 | 958,614 | | Mortgaged and guaranteed borrowings (Notes (b), (c)) | 208,626 | 131,100 | 881,289 | | Guaranteed borrowings (Note (c)) | 3,475,266 | 3,006,073 | 2,968,507 | | Credit borrowings | 13,294,337 | 17,885,221 | 29,922,939 | | Secured other borrowings | 293,578 | 33,435 | 33,457 | | Corporate bonds (Note (d)) | 3,111,519 | 210,641 | 7,511,773 | | | 21,534,521 | 22,059,847 | 42,373,738 | | Non-current portion | 79,327,247 | 104,035,996 | 94,611,079 |
As at 31 December 2022, 2023 and 2024, the borrowings bear effective interest rates from 0.65% to 6.25%, 1.20% to 6.33% and 1.74% to 5.48% per annum, respectively.
Bank's credit facilities amounted to RMB164,031,649,000, RMB337,257,824,000 and RMB344,097,014,000 had not been utilised as at 31 December 2022, 2023 and 2024 respectively.
Pledged borrowings were mainly secured by trade and bills receivables; and mortgaged borrowings were mainly secured by property, plant and equipment, prepaid lease payments and intangible assets. Details of the Group's assets pledged for the Group's borrowings are disclosed in Note 40 to the Historical Financial Information.
The amounts were guaranteed by the Company and certain subsidiaries within the Group.
| Bond name | Par value RMB'000 | Interest rate % | Issue date | Bond term | Issuance amount RMB'000 | Issuance during the year RMB'000 | Balance at the beginning RMB'000 | Accrued interest RMB'000 | Premium/ discount amortisation RMB'000 | Redemption RMB'000 | Balance RMB'000 | |---|---|---|---|---|---|---|---|---|---|---|---| | 19CATL01 (Notes (i), (iv), (v)) | 1,500,000 | 3.68%, 2.55% | 25 October 2019 | 5 years | 1,500,000 | – | 1,512,554 | 56,093 | (13,100) | (1,345,200) | 210,347 | | 20CATL01 (Notes (i), (iv), (v)) | 3,000,000 | 3.63% | 15 January 2020 | 5 years | 3,000,000 | – | 3,106,564 | 108,900 | 4,955 | (108,900) | 3,111,519 | | 22寧德時代GN001 (Notes (ii), (v)) | 5,000,000 | 2.90% | 12 December 2022 | 5 years | 5,000,000 | 5,000,000 | – | 12,083 | (1,754) | – | 5,010,329 | | CON RD B2509 and CON RD B3009 (Note (iii)) | 9,787,350 | 1.875%, 2.625% | 10 September 2020 | 5 years and 10 years | 9,787,350 | – | 9,569,493 | 221,997 | (909,469) | (221,997) | – | | CON RD B2609 (Note (iii)) | 3,187,850 | 1.50% | 2 September 2021 | 5 years | 3,187,850 | – | 3,178,995 | 52,235 | 299,256 | (52,235) | 3,478,251 | | Total | | | | | 22,475,200 | 5,000,000 | 17,367,606 | 451,308 | (619,112) | (1,728,332) | – | | **Grand Total** | | | | | | | | | | | **22,289,408** |
| | 9,787,350 | | | | | |---|---|---|---|---|---| | CON RD B2509 and CON RD B3009 (Note (iii)) | | | | | | | 3,187,850 | | | | | | | 5,000,000 | | | | | | | 22寧德時代GN001 (22 CATL GN001) (Notes (ii), (v)) | | | | | | CON RD B2609 (Note (iii)) | | | | | | | 3,000,000 | | | | | | | 20CATL01 (Notes (i), (iv), (v)) | | | | | |
| Bond name | Interest rate % | Par value RMB'000 | Issue date | Bond term | Issuance amount RMB'000 | Balance at the beginning RMB'000 | Issuance during the year RMB'000 | Accrued interest RMB'000 | Premium/discount amortisation RMB'000 | Redemption RMB'000 | Balance as carry forward RMB'000 | Breach the contract | |---|---|---|---|---|---|---|---|---|---|---|---|---| | 19CATL01 (Notes (i), (iv), (v)) | 3.68%, 2.55% | 1,500,000 | 25 October 2019 | 5 years | 1,500,000 | 210,347 | – | 5,354 | 295 | (5,355) | 210,641 | No | | 20CATL01 (Notes (i), (iv), (v)) | 3.63% | 3,000,000 | 15 January 2020 | 5 years | 3,000,000 | 3,111,519 | – | 145,000 | 337 | (3,108,900) | – | No | | CON RD B2609 (Note (iii)) | 2.90% | 5,000,000 | 12 December 2022 | 5 years | 5,000,000 | 5,010,329 | – | 225,761 | (11,694) | (225,761) | 5,010,666 (carried forward as 5,010,329) | No | | CON RD B2509 and CON RD B3009 (Note (iii)) | 1.875%, 2.625% | 9,787,350 | 10 September 2020 | 5 years and 10 years | 9,787,350 | 10,478,962 | – | 53,120 | 64,802 | (53,120) | 10,683,295 (carried forward as 10,478,962) | No | | 22寧德時代GN001 (22 CATL GN001) (Notes (ii), (v)) | 1.50% | 3,187,850 | 2 September 2021 | 5 years | 3,187,850 | 3,478,251 | – | 9,075 | 204,333 | (145,000) | 3,543,053 | No | | **Total** | | | | | **22,289,408** | **22,289,408** | **–** | **438,310** | **258,073** | **(3,538,136)** | **19,447,655** | |
| Bond name | Interest rate % | Par value RMB'000 | Issue date | Bond term | Issuance amount RMB'000 | Balance at the beginning RMB'000 | Issuance during the year RMB'000 | Accrued interest RMB'000 | Premium/discount amortisation RMB'000 | Redemption RMB'000 | Balance as carry forward RMB'000 | Breach the contract | |---|---|---|---|---|---|---|---|---|---|---|---|---| | 19CATL01 (Notes (i), (iv), (v)) | 3.68%, 2.55% | 1,500,000 | 25 October 2019 | 5 years | 1,500,000 | 210,641 | – | 4,463 | 251 | (215,355) | – | No | | CON RD B2609 (Note (iii)) | 2.90% | 5,000,000 | 12 December 2022 | 5 years | 5,000,000 | 5,010,666 | – | 145,000 | 347 | (145,000) | 5,011,013 | No | | CON RD B2509 and CON RD B3009 (Note (iii)) | 1.875%, 2.625% | 9,787,350 | 10 September 2020 | 5 years and 10 years | 9,787,350 | 10,683,295 | – | 229,130 | 138,153 | (229,130) | 10,821,448 | No | | 22寧德時代GN001 (22 CATL GN001) (Notes (ii), (v)) | 1.50% | 3,187,850 | 2 September 2021 | 5 years | 3,187,850 | 3,543,053 | – | 53,913 | 58,882 | (53,913) | 3,601,935 | No | | **Total** | | | | | **19,462,200** | **19,447,655** | **–** | **432,506** | **197,633** | **(643,398)** | **19,434,396** | |
**(i)** The bonds were listed on Shenzhen Stock Exchange.
**(ii)** The bond was issued on the China Interbank Bond Market.
**(iii)** The bonds were listed on the Stock Exchange.
**(iv)** The Company has the right to decide whether to adjust the coupon rate for the subsequent two years at the end of the third year of the bond's duration. The Company will announce whether to adjust the coupon rate and the extent of the adjustment on the media designated by the China Securities Regulatory Commission 20 trading days before the interest payment date of the third year. Investors have the right to request the Company to repurchase all or part of the bonds they hold within five trading days after the announcement is made.
**(v)** These corporate bonds are held by the Company.
| | As at 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Mortgaged borrowings | 953,031 | 888,873 | 824,793 | | Credit borrowings | 25,165,925 | 32,626,787 | 35,903,209 | | Corporate bonds | 8,332,195 | 5,221,307 | 5,011,013 | | **Total borrowings** | **34,451,151** | **38,736,967** | **41,739,015** | | **Less: current portion** | | | | | Mortgaged borrowings | 48,931 | 64,773 | 102,178 | | Credit borrowings | 1,774,674 | 1,495,112 | 9,674,111 | | Corporate bonds | 3,111,519 | 210,641 | 145,000 | | | 4,935,124 | 1,770,526 | 9,921,289 | | **Non-current portion** | **29,516,027** | **36,966,441** | **31,817,726** |
During the Track Record Period, the Group did not violate any financial covenants under the agreements of borrowings. The Group's and the Company's borrowings were repayable as follows:
| | As at 31 December | | | |---|---|---|---| | **Analysed as:** | **2022 RMB'000** | **2023 RMB'000** | **2024 RMB'000** | | **Bank borrowings** | | | | | – Within 1 year | 18,129,424 | 21,815,771 | 34,828,508 | | – Over 1 year but within 2 years | 7,599,605 | 17,901,721 | 22,611,084 | | – Over 2 years but within 5 years | 26,383,267 | 37,111,975 | 36,384,553 | | – Over 5 years | 25,116,486 | 28,435,286 | 22,242,819 | | **Sub-total** | **77,228,782** | **105,264,753** | **116,066,964** | | **Other borrowings** | | | | | – Within 1 year | 293,578 | 33,435 | 33,457 | | – Over 1 year but within 2 years | – | – | – | | – Over 2 years but within 5 years | 300,000 | – | 700,000 | | – Over 5 years | 750,000 | 1,350,000 | 750,000 | | **Sub-total** | **1,343,578** | **1,383,435** | **1,483,457** | | **Corporate bonds** | | | | | – Within 1 year | 3,111,519 | 210,641 | 7,511,773 | | – Over 1 year but within 5 years | 15,668,397 | 15,659,131 | 8,414,035 | | – Over 5 years | 3,509,492 | 3,577,883 | 3,508,588 | | **Sub-total** | **22,289,408** | **19,447,655** | **19,434,396** | | **Total** | **100,861,768** | **126,095,843** | **136,984,817** |
| | As at 31 December | | | |---|---|---|---| | **Analysed as:** | **2022 RMB'000** | **2023 RMB'000** | **2024 RMB'000** | | **Bank borrowings** | | | | | – Within 1 year | 1,823,605 | 1,559,885 | 9,776,289 | | – Over 1 year but within 2 years | 1,494,723 | 11,146,164 | 9,246,052 | | – Over 2 years but within 5 years | 11,456,904 | 9,266,725 | 7,998,879 | | – Over 5 years | 11,343,724 | 11,542,886 | 9,706,782 | | **Corporate bonds** | | | | | – Within 1 year | 3,111,519 | 210,641 | 145,000 | | – Over 1 year but within 5 years | | | |
APPENDIX I 33.
LEASE LIABILITIES As at 31 December | | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Within 1 year | 140,143 | 119,458 | 211,626 | | Over 1 year but within 5 years | 345,729 | 250,380 | 609,513 | | Over 5 years | 348,292 | 62,851 | 117,765 | | Future interest expense on lease liabilities | 834,164 (148,708) | 432,689 (43,094) | 938,904 (93,711) | | Present value of lease liabilities | 685,456 | 389,595 | 845,193 |
The following table shows the remaining contractual maturities of the Group's lease liabilities: As at 31 December
Present value of minimum lease payments: – Within 1 year – Over 1 year but within 5 years – Over 5 years
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Within 1 year | 113,106 | 106,299 | 182,379 | | Over 1 year but within 5 years | 270,430 | 222,694 | 552,042 | | Over 5 years | 301,920 | 60,602 | 110,772 | | | 685,456 | 389,595 | 845,193 | | Less: portion due within one year included under current liabilities | (113,106) | (106,299) | (182,379) | | Portion due after one year included under non-current liabilities | 572,350 | 283,296 | 662,814 |
The total cash outflows for the leases including short-term leases for the years ended 31 December 2022, 2023 and 2024 were RMB765,815,000, RMB1,088,614,000 and RMB1,178,565,000, respectively.
APPENDIX I 34.
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | After-sale service fee (Note (a)) | 13,976,990 | 28,390,013 | 39,070,181 | | Sale rebate (Note (b)) | 5,720,385 | 23,118,593 | 32,721,170 | | Others | – | 130,307 | 135,592 | | | 19,697,375 | 51,638,913 | 71,926,943 |
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | After-sale service fee (Note (a)) | 12,000,961 | 24,796,282 | 34,078,808 | | Sale rebate (Note (b)) | 5,276,707 | 21,472,240 | 28,911,272 | | | 17,277,668 | 46,268,522 | 62,990,080 |
(a) Provision for after-sale service fee is recognised when the underlying products are sold. Provision is made for the best estimate of the expected settlement under these agreements in respect of products sold which are still within the warranty period. It is mainly based on cumulative sales of battery products within the warranty period, estimated maintenance cost per unit and estimated maintenance rate, etc.
(b) The Group and the Company have entered into contracts with certain customers that include rebate terms, and the Group and the Company recognise estimated liabilities based on the rebate terms stipulated in the contracts.
35.
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Share capital | 2,442,515 | 4,399,041 | 4,403,466 | | Treasury shares | 253,991 | 1,572,972 | 2,712,804 |
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Issued and fully paid: | | | | | At the beginning of the year | 2,330,851 | 2,442,515 | 4,399,041 | | Shares issued under restricted stock incentive plans (Notes (a), (b), (c), (d), (e), (f), (g), (h), (i)) | 1,908 | 2,618 | 4,425 | | Private placement (Note (j)) | 109,756 | – | – | | Conversion of capital reserve into share capital (Note (k)) | – | 1,953,908 | – | | At the end of the year | 2,442,515 | 4,399,041 | 4,403,466 | | Number of ordinary shares (in thousands) | 2,442,515 | 4,399,041 | 4,403,466 |
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Paid-in capital/Nominal value of ordinary shares: | | | | | At the beginning of the year | 443,535 | 253,991 | 1,572,972 | | Shares issued under restricted stock incentive plans (Note (a)) | (189,544) | (184,658) | (67,921) | | Repurchase of shares (Note (l)) | – | 1,503,639 | 1,207,753 | | At the end of the year | 253,991 | 1,572,972 | 2,712,804 | | Number of treasury shares (in thousands) | 7,185 | 12,601 | 16,063 |
On 19 August 2022, a total of 136,290 restricted stocks granted in 2018 Incentive Plan and 2019 Incentive Plan was cancelled, as participants have resigned or did not meet the performance requirements. Therefore, the share capital of RMB136,290, treasury shares of RMB4,807,690 and capital reserve of RMB4,671,400 were reduced.
On 19 September 2022 and 26 September 2022, a total of 5,235,340 restricted stocks granted in 2018 Incentive Plan and 2019 Incentive Plan was released and listed for circulations, as 1,113 participants have met the requirements for relieving the sales restriction. Therefore, the treasury shares of RMB184,736,200 were derecognised.
On 14 April 2023, a total of 129,560 restricted stocks granted in 2018 Incentive Plan and 2019 Incentive Plan was cancelled, as participants have resigned or did not meet the performance requirements. Therefore, the share capital of RMB129,560, treasury shares of RMB4,579,250 and capital reserve of RMB4,449,690 were reduced.
On 19 September 2023 and 25 September 2023, a total of 9,185,782 restricted stocks granted in 2018 Incentive Plan and 2019 Incentive Plan was released and listed for circulation, as 1,061 participants have met the requirements for relieving the sales restriction. Therefore, the treasury shares of RMB180,079,000 were derecognised.
On 17 June 2024, a total of 234,014 restricted stocks granted in 2018 Incentive Plan and 2019 Incentive Plan was cancelled, as participants have resigned or did not meet the performance requirements. Therefore, the share capital of RMB234,014, treasury shares of RMB4,592,477 and capital reserve of RMB4,358,463 were reduced.
On 24 September 2024, a total of 3,208,269 restricted stocks granted in 2019 Incentive Plan was released and listed for circulation, as 860 participants have met the requirements for relieving the sales restriction. Therefore, the treasury shares of RMB63,327,665 were derecognised.
During the year ended 31 December 2022, 1,694,725 of the restricted stocks granted in 2020 Incentive Plan were vested in the current year. As at 4 November 2022, 3,835 participants of the restricted stocks granted in 2020 Incentive Plan met the vesting requirements, a total of 1,694,725 restricted stock was vested and listed for circulation. Therefore, contribution of RMB391,430,633 was received by the Company from the participants, share capital of RMB1,694,725 and capital reserve of RMB389,735,908 were recognised.
During the year ended 31 December 2022, 348,792 of the restricted stocks granted in 2021 Incentive Plan were vested in the current year. As at 21 November 2022, 3,865 participants met the vesting requirements, a total of 348,792 restricted stocks was vested and listed for circulation. Therefore, contribution of RMB106,517,588 was received by the Company from the participants, share capital of RMB348,792 and capital reserve of RMB106,168,796 were recognised.
During the year ended 31 December 2023, 1,033,810 of the restricted stocks granted in 2020 Incentive Plan were vested in the current year. As at 14 November 2023, 175 participants met the vesting requirements, a total of 1,033,810 restricted stocks was vested and listed for circulation. Therefore, contribution of RMB131,211,165 was received by the Company from the participants, share capital of RMB1,033,810 and capital reserve of RMB130,177,355 were recognised.
During the year ended 31 December 2023, 783,539 of the restricted stocks granted in 2021 Incentive Plan were vested in the current year. As at 21 November 2023, 3,429 participants met the vesting requirements, a total of 783,539 restricted stocks was vested and listed for circulation. Therefore, contribution of RMB131,838,272 was received by the Company from the participants, share capital of RMB783,539 and capital reserve of RMB131,054,733 were recognised.
During the year ended 31 December 2023, 930,952 of the restricted stocks granted in 2022 Incentive Plan were vested in the current year. As at 15 September 2023, 4,166 participants met the vesting requirements, a total of 930,952 restricted stocks was vested and listed for circulation. Therefore, contribution of RMB134,503,945 was received by the Company from the participants, share capital of RMB930,952 and capital reserve of RMB133,572,993 were recognised.
During the year ended 31 December 2024, 1,090,773 of the restricted stocks granted in 2021 Incentive Plan were vested. As at 19 November 2024, 3,369 participants met the vesting requirements, a total of 1,090,773 restricted stocks was vested and listed for circulation. Therefore, contribution of RMB178,046,877 was received by the Company from the participants, share capital of RMB1,090,773 and capital reserve of RMB176,956,104 were recognised.
During the year ended 31 December 2024, 1,209,851 of the restricted stocks granted in 2022 Incentive Plan were vested. As at 20 September 2024, 3,903 participants met the vesting requirements, a total of 1,209,851 restricted stocks was vested and listed for circulation. Therefore, contribution of RMB168,713,722 was received by the Company from the participants, share capital of RMB1,209,851 and capital reserve of RMB167,503,871 were recognised.
During the year ended 31 December 2024, 2,358,596 of the restricted stocks granted in 2023 Incentive Plan were vested. As at 20 September 2024, 407 participants met the vesting requirements, a total of 2,358,596 restricted stocks was vested and listed for circulation. Therefore, contribution of RMB253,973,617 was received by the Company from the participants, share capital of RMB2,358,596 and capital reserve of RMB251,615,021 were recognised.
On 4 July 2022, as approved by China Securities Regulatory Commission ("CSRC"), the Company issued a total of 109,756,097 A shares to 22 subscribers and was listed on the Shenzhen Stock Exchange, and raised funding of RMB44,999,999,770 through the issuance. Netting off the transaction cost of RMB129,886,562, the Company received a total of RMB44,870,113,208. Per the private placement, the Group recognised share capital of RMB109,756,097 and capital reserve of RMB44,755,243,673, net of tax.
Pursuant to the "Proposal on the 2022 Profit Distribution Plan and Capitalisation of Capital Reserve" approved at the 2022 Annual General Meeting convened on 31 March 2023, the issued share capital of the Company was increased by capital conversion from capital reserve for RMB1,953,907,971 to issue new A shares, based on the total share capital of 2,442,384,964 shares at that time and in the proportion of ten for eight, to a total of 1,953,907,971 shares. After the conversion, the total number of A shares of the Company was 4,396,292,935 shares.
For the year ended 31 December 2023, a total of 9,086,912 A shares has been repurchased, and treasury shares amounted to RMB1,503,639,229, including RMB376,079 transaction cost, therefore were recognised. The shares were repurchased with an average price of RMB165.47 per share. For the year ended 31 December 2024, a total of 6,904,612 A shares has been repurchased, and treasury shares amounted to RMB1,207,752,756, including RMB301,882 transaction cost, therefore were recognised. The shares were repurchased with an average price of RMB174.92 per share.
| | Year ended 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Equity settled share-based compensation | 556,931 | 676,722 | 688,995 |
Pursuant to the 2021 Stock Option and Restricted Stock Incentive Plan (the "2021 Incentive Plan") approved at the 2021 second Extraordinary General Meeting of the Company on 12 November 2021, and the 40th meeting of the second session of the Board of the Company, the Company granted 1,898,250 stock options to 279 incentive recipients which in initial grant portion and 513,800 stock options to 71 incentive recipients which reserved grant portion, with a grant date of 19 November 2021, and an exercise price of RMB612.08 per share. According to the Company's performance appraisal and individual performance appraisal, the stock options granted to certain middle-level management personnel are exercisable in three exercise periods after 12 months from the grant date, with the maximum exercisable percentage for each period being 20%, 30% and 50%, respectively; the stock options granted to certain middle-level management personnel are exercisable in four exercise periods after 12 months from the grant date, with the maximum exercisable percentage for each period being 20%, 25%, 25%, and 30%, respectively.
Pursuant to the "Proposal on the 2022 Semi-annual Profit Distribution" approved at the 2022 first Extraordinary General Meeting of the Company, the "Proposal on the 2022 Profit Distribution Plan and Capitalisation of Capital Reserve" approved at the 2022 Annual General Meeting, the "Proposal on the 2023 Profit Distribution Plan" approved at the 2023 Annual General Meeting, the exercise price of the stock options under the 2021 Incentive Scheme was adjusted from RMB612.08 per share to RMB333.25 per share as a result of dividend distribution and capitalisation of capital reserve of the Company.
Pursuant to the 2022 Stock Option and Restricted Stock Incentive Plan (the "2022 Incentive Plan") approved at the 2022 first Extraordinary General Meeting of the Company on 5 September 2022, and the 11th meeting of the third session of the Board of the Company, the Company granted 1,609,598 stock options to 163 incentive recipients which in initial grant portion and 51,021 stock options to 4 incentive recipients which in reserved grant portion, with a grant date of 8 September 2022, and an exercise price of RMB526.46 per share. According to the Company's
performance appraisal and individual performance appraisal, the stock options granted to certain directors, senior management members, and middle-level management personnel are exercisable in three exercise periods after 12 months from the grant date, with the maximum exercisable percentage for each period being 20%, 30% and 50%, respectively; the stock options granted to certain directors, senior management members, and middle-level management personnel are exercisable in four exercise periods after 12 months from the grant date, with the maximum exercisable percentage for each period being 20%, 25%, 25%, and 30%, respectively; the stock options granted to certain middle-level management personnel are exercisable in five exercise periods after 12 months from the grant date, with the maximum exercisable percentage for each period being 15%, 15%, 20%, 20%, and 30%, respectively.
Pursuant to the "Proposal on the 2022 Semi-annual Profit Distribution" considered and approved at the 2022 first Extraordinary General Meeting of the Company, the "Proposal on the 2022 Profit Distribution Plan and Capitalisation of Capital Reserve" considered and approved at the 2022 Annual General Meeting, the "Proposal on the 2023 Profit Distribution Plan" considered and approved at the 2023 Annual General Meeting, the exercise price of the stock options under the 2022 Incentive Scheme was adjusted from RMB526.46 per share to RMB285.69 per share as a result of dividend distribution and capitalisation of capital reserve of the Company.
| | Number of stock option | Weighted average exercise price RMB | Weighted average remaining contractual term | |---|---|---|---|
As at 1 January 2022 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Granted ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Cancelled ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
As at 31 December 2022 and 1 January 2023 ў ў Granted (Notes (i), (ii), (iii)) ў ў ў ў ў ў ў ў ў ў ў ў ў Cancelled ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Lapsed ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
As at 31 December 2023 and 1 January 2024 ў ў Cancelled ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Exercised ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Lapsed ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
分别于2023年3月8日及2023年3月31日，公司第三届董事会第十七次会议及2022年度股东大会审议批准了《2022年度利润分配及资本公积转增股本方案》。以公司现有总股本2,442,514,524股为基础，向全体股东每10股派发现金股利人民币25.20元（含税），同时以资本公积向全体股东每10股转增8股。
2023年4月20日，公司第三届董事会第十八次会议审议批准了《关于调整股票期权行权价格及数量、限制性股票授予价格及数量的议案》，将2021年激励计划项下股票期权的行权价格由每股人民币611.43元调整为每股人民币338.28元，数量由2,278,796股调整为4,101,832股。
2023年4月20日，公司第三届董事会第十八次会议审议批准了《关于调整股票期权行权价格及数量、限制性股票授予价格及数量的议案》，将2022年激励计划项下股票期权的行权价格由每股人民币525.81元调整为每股人民币290.72元，数量由1,615,202股调整为2,907,363股。
授予日公允价值由独立机构采用经调整的布莱克-斯科尔斯模型（Black Scholes Model）确定，该模型包含蒙特卡洛模拟模型，综合考虑了行权价格、期权期限、摊薄影响（如重大）、授予日股价及标的股票预期价格波动率、预期股息率、期权期限对应的无风险利率，以及同类公司组合的相关性和波动率。
| | 2021年激励计划 | 2022年激励计划 | |---|---|---| | 授予日股价 | 人民币355.00元 | 人民币249.72元 | | 预期波动率 | 22.50%–26.80% | 25.55%–27.41% | | 预期期权期限 | 1–4年 | 1–5年 | | 股息率 | 1.00% | 0.83% | | 无风险利率 | 1.50%–2.75% | 1.50%–2.75% | | 授予日行权价格 | 人民币612.08元 | 人民币526.46元 |
预期价格波动率基于历史波动率（以期权剩余存续期为基础）确定，并根据公开可获取信息对未来波动率的预期变化作出调整。
本集团根据最终预期归属的期权数量（扣除股票期权预计失效数量后）确认股权激励费用，并计入资本公积及其合并损益表。失效数量基于历史经验估计，若实际失效数量与估计存在差异，则在后续期间予以修订。如有，对非市场归属条件原始估计修订的影响，在剩余归属期间内于损益中确认，并相应调整资本公积。
根据公司2018年7月26日召开的2018年第二次临时股东大会审议通过的《公司2018年限制性股票激励计划（草案）及其摘要》等议案（以下简称"2018年激励计划"），公司于2018年9月完成了向1,628名激励对象首次授予22,580,400股第一类有锁定期限制性股票的登记，授予价格为每股人民币35.15元。根据2018年激励计划，授予中层管理人员的限制性股票自授予登记完成之日起12个月后分五期解锁，每期最高解锁比例为20%，具体解锁比例根据公司绩效考核及个人绩效考核等因素确定；授予核心骨干员工的限制性股票自授予登记完成之日起12个月后分两期解锁，每期最高解锁比例为50%，具体解锁比例根据公司绩效考核及个人绩效考核等因素确定。
根据公司2019年7月16日召开的2019年第一次临时股东大会审议通过的《公司2019年限制性股票激励计划（草案）及其摘要》等议案（以下简称"2019年激励计划"），公司于2019年9月完成了向3,105名激励对象首次授予13,954,700股第一类有锁定期限制性股票的登记，授予价格为每股人民币35.53元。根据2019年激励计划，授予中层管理人员及部分核心员工的限制性股票自授予登记完成之日起12个月后分五期解锁，每期最高解锁比例为20%，具体解锁比例根据公司绩效考核及个人绩效考核等因素确定；授予核心员工的限制性股票自授予登记完成之日起12个月后分两期解锁，每期最高解锁比例为50%，具体解锁比例根据公司绩效考核及个人绩效考核等因素确定。
根据公司于2020年10月29日召开的2020年第三次临时股东大会审议通过的《公司2020年限制性股票激励计划（草案）及其摘要》等议案（"2020年激励计划"），在董事会第二届第24次会议上，确认以2020年11月4日为授予日，以每股人民币231.86元的授予价格，向4,573名激励参与者授予4,520,600股第二类限制性股票。授予中层管理人员的限制性股票在授予日起12个月后分三期归属，根据公司绩效考核及个人绩效考核等，每期最高归属比例分别为34%、33%和33%；授予核心骨干员工的限制性股票在授予日起12个月后分两期归属，根据公司绩效考核及个人绩效考核等，每期最高归属比例为50%。
根据公司于2021年11月12日召开的2021年第二次临时股东大会审议通过的《公司2021年限制性股票激励计划（草案）及其摘要》等议案（"2021年激励计划"），在董事会第二届第40次会议上，确认以2021年11月19日为授予日，以每股人民币306.04元的授予价格，向4,208名激励对象授予首次授予部分1,850,240股第二类限制性股票，并向46名激励对象授予预留授予部分28,940股第二类限制性股票。授予核心骨干员工及部分中层管理人员的限制性股票在授予日起12个月后分三期归属，根据公司绩效考核及个人绩效考核等，每期最高归属比例分别为20%、30%和50%；授予部分中层管理人员的限制性股票在授予日起12个月后分四期归属，根据公司绩效考核及个人绩效考核等，每期最高归属比例分别为20%、25%、25%和30%。
根据2022年第一次临时股东大会审议通过的《2022年半年度利润分配方案》、2022年年度股东大会审议通过的《2022年利润分配及资本公积转增股本方案》、2023年年度股东大会审议通过的《2023年利润分配方案》，由于公司进行股息分配及资本公积转增股本，2021年激励计划项下限制性股票的归属价格由每股人民币306.04元调整为每股人民币163.23元。
根据公司于2022年9月5日召开的2022年第一次临时股东大会审议通过的《公司2022年限制性股票激励计划（草案）及其摘要》等议案（"2022年激励计划"），在董事会第三届第11次会议上，确认以2022年9月8日为授予日，以每股人民币263.23元的授予价格，向4,483名激励对象授予首次授予部分2,611,360股第二类限制性股票，并向126名激励对象授予预留授予部分294,769股第二类限制性股票。授予核心骨干员工及部分董事、高级管理人员和中层管理人员的限制性股票在授予日起12个月后分三期归属，根据公司绩效考核及个人绩效考核等，每期最高归属比例分别为20%、30%和50%；授予部分董事、高级管理人员和中层管理人员的限制性股票在授予日起12个月后分四期归属，根据公司绩效考核及个人绩效考核等，每期最高归属比例分别为20%、25%、25%和30%。
根据2022年第一次临时股东大会审议通过的《2022年半年度利润分配方案》、2022年年度股东大会审议通过的《2022年利润分配及资本公积转增股本方案》、2023年年度股东大会审议通过的《2023年利润分配方案》，由于公司进行股息分配及资本公积转增股本，2022年激励计划项下限制性股票的归属价格由每股人民币263.23元调整为每股人民币139.45元。
Pursuant to the proposals such as "Proposal on the 2023 Restricted Stock Incentive Plan (Draft) and its Summary of the Company" (the "2023 Incentive Plan") approved at the 2023 first Extraordinary General Meeting of the Company on 24 August 2023, at the 23rd meeting of the third session of the Board, it was confirmed that 10,090,401 type 2 restricted stock were granted to 422 incentive recipients which in initial grant portion and 1,039,602 type 2 restricted stock were granted to 16 incentive recipients which in reserved grant portion on 8 September 2023 as the grant date at a grant price of RMB112.71 per share. The restricted stock granted to certain middle-level management personnel will be vested in two periods after 12 months from the grant date, and the maximum vesting percentage in each period will be 50% and 50%, respectively, according to the Company's performance appraisal and individual performance appraisal, etc.; the restricted stock granted to certain senior management members and middle-level management personnel will be vested in five periods after 12 months from the grant date, and the maximum vesting percentage for each period will be 20%, according to the Company's performance appraisal and individual performance appraisal, etc.
The number of restricted stock granted to the Group's incentive participants is summarised as follows:
| | Year ended 31 December | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | At the beginning of the year | 16,838,220 | 12,064,648 | 20,086,130 | | Granted | 2,906,129 | 20,624,383 | – | | Vested | (7,278,857) | (11,934,083) | (7,867,489) | | Lapsed | (400,844) | (668,818) | (1,869,677) | | At the end of the year | 12,064,648 | 20,086,130 | 10,348,964 |
The Group During the Track Record Period, the amounts of the Group's reserves and the changes therein are presented in the consolidated statements of changes in equity.
| | Share capital RMB'000 | Treasury shares RMB'000 | Capital reserve RMB'000 | Other comprehensive income reserve RMB'000 | Statutory reserve RMB'000 | Retained earnings RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---| | As at 1 January 2022 | 2,330,851 | (443,535) | 44,963,903 | 2,600,973 | 1,165,426 | 23,902,051 | 74,519,669 | | Profit for the year | – | – | – | – | – | 22,071,411 | 22,071,411 | | Other comprehensive income for the year | – | – | – | 1,874,916 | – | – | 1,874,916 | | Total comprehensive income for the year | – | – | – | 1,874,916 | – | 22,071,411 | 23,946,327 | | Appropriation of statutory reserve | – | – | – | – | 55,832 | (55,832) | – | | Dividends declared (Note 14) | – | – | – | – | – | (1,593,064) | (1,593,064) | | Share-based compensation expenses | – | – | 554,825 | – | – | – | 554,825 | | Capital injection | 111,664 | 189,544 | 45,145,888 | – | – | – | 45,447,096 | | Others | – | – | – | – | – | 67,016 | 67,016 | | Transactions with owners | 111,664 | 189,544 | 45,700,713 | – | 55,832 | (1,581,880) | 44,475,873 | | As at 31 December 2022 and 1 January 2023 | 2,442,515 | (253,991) | 90,664,616 | 4,475,889 | 1,221,258 | 44,391,582 | 142,941,869 |
APPENDIX I ACCOUNTANTS' REPORT
| | Share capital RMB'000 | Treasury shares RMB'000 | Capital reserve RMB'000 | Other comprehensive income reserve RMB'000 | Statutory reserve RMB'000 | Retained earnings RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---| | Profit for the year | – | – | – | – | – | 32,904,709 | 32,904,709 | | Other comprehensive loss for the year | – | – | – | (4,526,057) | – | – | (4,526,057) | | Total comprehensive (loss)/income for the year | – | – | – | (4,526,057) | – | 32,904,709 | 28,378,652 | | Appropriation of statutory reserve | – | – | – | – | 978,263 | (978,263) | – | | Share-based compensation expenses | – | – | 664,798 | – | – | – | 664,798 | | Capital injection | 2,618 | (1,318,981) | 390,355 | – | – | – | (926,008) | | Dividends declared (Note 14) | – | – | – | – | – | (6,154,689) | (6,154,689) | | Conversion of capital reserve into share capital | 1,953,908 | – | (1,953,908) | – | – | – | – | | Transfer of other comprehensive income to retained earnings | – | – | – | (316,612) | – | 316,612 | – | | Others | – | – | 1,070,181 | – | – | – | 1,070,181 | | Transactions with owners | 1,956,526 | (1,318,981) | 171,426 | (316,612) | 978,263 | (6,816,340) | (5,345,718) | | As at 31 December 2023 and 1 January 2024 | 4,399,041 | (1,572,972) | 90,836,042 | (366,780) | 2,199,521 | 70,479,951 | 165,974,803 | | Profit for the year | – | – | – | – | – | 55,718,627 | 55,718,627 | | Other comprehensive loss for the year | – | – | – | (35,731) | – | – | (35,731) | | Total comprehensive (loss)/income for the year | – | – | – | (35,731) | – | 55,718,627 | 55,682,896 | | Appropriation of statutory reserve | – | – | – | – | 2,213 | (2,213) | – | | Share-based compensation expenses | – | – | 668,722 | – | – | – | 668,722 | | Capital injection | 4,425 | (1,139,832) | 591,722 | – | – | – | (543,685) | | Dividends declared (Note 14) | – | – | – | – | – | (27,458,131) | (27,458,131) | | Transfer of other comprehensive income to retained earnings | – | – | – | (46,205) | – | 46,205 | – | | Others | – | – | 221,496 | – | – | – | 221,496 | | Transactions with owners | 4,425 | (1,139,832) | 1,481,940 | (46,205) | 2,213 | (27,414,139) | (27,111,598) | | As at 31 December 2024 | 4,403,466 | (2,712,804) | 92,317,982 | (448,716) | 2,201,734 | 98,784,439 | 194,546,101 |
The directors of the Company considered that none of the non-wholly-owned subsidiaries have non-controlling interests that are material to the Group, therefore, no summarised financial information of these non-wholly-owned subsidiaries are presented separately.
The Group introduces a third-party supply chain information service platform to provide services to its suppliers with the Group's electronic debt certificates. The Group's payment obligations under the electronic debt certificates are unconditional and irrevocable, and unaffected by any commercial disputes between the parties involved in the transfer of the electronic debt certificates. The Group shall not claim set-off or raise any defense against the payment obligations. According to the business rules, the Group shall settle the amounts stated in the electronic debt certificates on the payment date. The electronic debt certificates are transferable and financially viable.
| | As at 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Carrying amount of financial liabilities that are part of SFA | | | | | Presented as part of: | | | | | – Trade and bills payables (Note 30) | 12,929,789 | 31,999,446 | 44,362,409 | | Payments have been received by the suppliers from the finance providers: | | | | | – Trade and bills payables | 11,479,852 | 22,736,349 | 33,088,172 |
The range of payment due dates for the liabilities presented as trade and bills payables that are part of SFA and those comparable trade payables that are not part of SFA had no significant changes. The payment days are generally within 90 days.
The Group has executed guarantees with respect to loans and factoring to its significant related parties and third parties. Under the guarantees, the Group would be liable to pay the lender if the lender is unable to recover the loans and factoring. At the end of each reporting period, the outstanding balance of the loans and factoring represents the Group's maximum exposure under the financial guarantee contract. Management considers that the fair values of these financial guarantee contracts at their initial recognition and at the end of each reporting period are insignificant on the basis of low applicable default rates due to the significant related parties and third parties are in strong financial positions.
| | As at 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Guarantees to related parties | | | | | Original amount of loans and factoring | 929,000 | 2,309,000 | 3,354,506 | | Guarantee amount executed | 542,660 | 836,960 | 678,221 | | Outstanding balance of guarantee amount | 204,831 | 464,873 | 537,653 | | Guarantees to third parties | | | | | Original amount of loans and factoring | 6,200,000 | 5,000,000 | 6,620,000 | | Guarantee amount executed | 10,000,000 | 10,000,000 | 10,512,000 | | Outstanding balance of guarantee amount | 5,900,000 | 4,270,000 | 3,796,000 |
At the end of each reporting period, the Group's certain assets have been pledged to secure bills payable, borrowings and banking facilities granted to the Group. The carrying amounts of the pledged assets of the Group at the end of each reporting period are as follows:
| | As at 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Property, plant and equipment (Note 16) | 5,628,225 | 4,967,566 | 7,130,468 | | Prepaid lease payments | 1,742,588 | 1,292,171 | 1,423,029 | | Intangible assets | – | – | 127,098 | | Trade and bills receivables | 3,526,084 | 1,752,260 | 132,403 | | Restricted cash | 32,510,497 | 22,475,346 | 23,339,555 | | | 43,407,394 | 30,487,343 | 32,152,553 |
Reconciliation of liabilities arising from financing activities for the Track Record Period is as follows:
| | Borrowings RMB'000 (Note 32) | Corporate bonds RMB'000 (Note 32) | Lease liabilities RMB'000 (Note 33) | |---|---|---|---| | As at 1 January 2022 | 37,159,348 | 17,367,606 | 524,070 | | Cash flows | 34,641,956 | 3,710,000 | (170,507) | | Interest paid | (1,493,826) | (438,332) | (27,977) | | Interest expense | 1,716,032 | 451,308 | 27,977 | | Other non-cash movements | 6,548,850 | 1,198,826 | 331,893 | | As at 31 December 2022 and 1 January 2023 | 78,572,360 | 22,289,408 | 685,456 | | Cash flows | 25,800,424 | (3,000,000) | (108,863) | | Interest paid | (2,333,986) | (538,136) | (17,783) | | Interest expense | 3,281,793 | 438,310 | 17,783 | | Other non-cash movements | 1,327,597 | 258,073 | (186,998) | | As at 31 December 2023 and 1 January 2024 | 106,648,188 | 19,447,655 | 389,595 | | Cash flows | 10,877,889 | (210,000) | (240,061) | | Interest paid | (2,694,724) | (433,398) | (60,706) | | Interest expense | 3,655,973 | 432,506 | 60,706 | | Other non-cash movements | (936,905) | 197,633 | 695,659 | | As at 31 December 2024 | 117,550,421 | 19,434,396 | 845,193 |
The material non-cash transaction is mainly related to the settlement of acquisition of a subsidiary through partially disposal of equity interest of an owned subsidiary, details are disclosed in Note 47.2 to the Historical Financial Information.
At the end of each reporting period, capital commitments contracted but not provided for in the Historical Financial Information are as follows:
| | As at 31 December | | | |---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Contracted, but not provided for, net of deposits/investments paid | | | | | – Property, plant and equipment | | | | | – Investments to be paid | | | |
Anmai Contemporary Intelligent Manufacturing (Ningde) Co., Ltd.* (安脈時代智能製造(寧德)有限公司) | An associate of the Group Avita Technology (Chongqing) Co., Ltd.* (阿維塔科技(重慶)有限公司) | An associate of the Group from March 2022 Beijing Kuche Yimei Network Technology Co., Ltd.* (北京酷車易美網絡科技有限公司) | An associate of the Group from August 2023 Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰源新能源科技有限公司) and its subsidiaries | Associates of the Group Changzhou Mengteng Intelligent Equipment Co., Ltd.* (常州孟騰智能裝備有限公司) | An associate of the Group CHC Co., Ltd. and its subsidiary | Associates of the Group from September 2022 CMOC Group Limited (洛陽欒川鉬業集團股份有限公司) and its subsidiaries | Associates of the Group from March 2023 Foshan Huapu Gas Technology Co., Ltd.* (佛山華普氣體科技有限公司) | An associate of the Group Fujian Contemporary Nebula Technology Co., Ltd.* (福建時代星雲科技有限公司) | An associate of the Group Fujian Hongda Contemporary Amperex Technology Co., Ltd.* (福建宏大時代新能源科技有限公司) | An associate of the Group
Fujian Ningde Zhixiang Unlimited Technology Co., Ltd.* (福建寧德智享無限科技有限公司) and its subsidiary | Associates of the Group Fujian Yongfu Power Engineering Co., Ltd.* (福建永福電力設計股份有限公司) and its subsidiary | Associates of the Group Ganghua Times Smart Energy Technology (Suzhou) Co., Ltd.* (港華時代智慧能源科技(蘇州)有限公司) | An associate of the Group Geo Micro Devices (Xiamen) Co., Ltd.* (格威半導體(廈門)有限公司) | An associate of the Group from April 2023 Guian New Area Zhongke Xingcheng Graphite Co., Ltd.* (貴安新區中科星城石墨有限公司) | An associate of the Group from July 2022 Guizhou Phosphating New Energy Technology Co., Ltd.* (貴州磷化新能源科技有限責任公司) | An associate of the Group from February 2022 Hangzhou Anmaisheng Intelligent Technology Co., Ltd.* (杭州安脈盛智能技術有限公司) and its subsidiary | Associates of the Group Henan Yuexin Times New Energy Technology Co., Ltd.* (河南躍薪時代新能源科技有限公司) | An associate of the Group Inceptio Group Limited and its subsidiary | Associates of the Group Jiangxi Chunyou Lithium Industry Co., Ltd.* (江西春友鋰業有限公司) | An associate of the Group Jiangxi Shenghua New Materials Co., Ltd.* (江西升華新材料有限公司) and its subsidiary | Associates of the Group before August 2024 KFM Holding Limited | An associate of the Group from August 2022 Nengjian Era New Energy Technology Co., Ltd.* (能建時代新能源科技有限公司) | An associate of the Group from August 2023 Nengjian Times (Shanghai) New Energy Storage Technology Research Institute Co., Ltd.* (能建時代(上海)新型儲能技術研究院有限公司) | An associate of the Group from August 2023 Newstride Technology Limited and its subsidiary | Associates of the Group Ningde Huizhi Magnesium Aluminum Technology Co., Ltd.* (寧德匯智鎂鋁科技有限公司) formerly known as Ningde Wenda Magnesium Aluminum Technology Co., Ltd.* (寧德文達鎂鋁科技有限公司) | An associate of the Group Ningde Times Kostar Technology Co., Ltd.* (寧德時代科士達科技有限公司) | An associate of the Group Ningxiang Jinli-Brunp Environmental Technology Co., Ltd.* (寧鄉金鋰邦普環保科技有限公司) | An associate of the Group from December 2023 PT Sumberdaya Arindo | Associates of the Group PT. QMB New Energy Materials (青美邦新能源科技有限公司) and its subsidiary | Associates of the Group Qujing Lintie Technology Co., Ltd.* (曲靖市麟鐵科技有限公司) and its subsidiary | Associates of the Group Shandong Genyuan New Materials Co., Ltd.* (山東亘元新材料股份有限公司) and its subsidiaries | An associate of the Group from June 2023 Shanghai Core Times New Energy Technology Co., Ltd.* (上海芯時代新能源科技有限公司) | An associate of the Group from October 2022 Shanghai Jieneng Zhidian New Energy Technology Co., Ltd.* (上海捷能智電新能源科技有限公司) | An associate of the Group Shanghai Qiyuanxin Power Technology Co., Ltd.* (上海啟源芯動力科技有限公司) | Associates of the Group Shanghai Ronghe Dianke Financial Leasing Co., Ltd.* (上海融和電科融資租賃有限公司) and its subsidiary | Associates of the Group from June 2022 Shanghai Shanshan Lithium Battery Material Technology Co., Ltd.* (上海杉杉鋰電材料科技有限公司) and its subsidiaries | Associates of the Group
| | Relationship | |---|---| | Shaowu Yongtai Hi-Tech Material Co., Ltd. | An associate of the Group | | Shenzhen Gecko New Energy Vehicle Technology Co., Ltd.* | An associate of the Group from December 2022 | | Shenzhen Geesun Intelligent Technology Co., Ltd. and its subsidiaries | Associates of the Group from January 2022 | | Shenzhen Shengde New Energy Technology Co., Ltd.* and its subsidiary | Associates of the Group | | Suzhou Xinlian Motor Co., Ltd.* | An associate of the Group from May 2022 | | Times Guangqi Power Battery Co., Ltd.* | An associate of the Group | | Times Smart Technology (Fujian) Co., Ltd.* and its subsidiary | Associates of the Group | | United Auto Battery System Co., Ltd. | An associate of the Group | | Veinstone Investment Limited | An associate of the Group before April 2023 | | Wuxi Lead Intelligent Equipment Co., Ltd. and its subsidiary | Associates of the Group | | Xiamen Xinnengda Technology Co., Ltd.* and its subsidiary | Associates of the Group from June 2022 | | Yibin Tianyi Lithium Technology Innovation Co., Ltd. and its subsidiary | Associates of the Group | | Yichun Longpan Era Lithium Industry Technology Co., Ltd.* | An associate of the Group from November 2022 | | Yifeng Huaqiao Yongtuo Mining Co., Ltd.* and its subsidiary | Associates of the Group | | Zhicun Lithium Industry Group Co., Ltd.* and its subsidiaries | Associates of the Group before March 2023 | | Chengdu Electric Service Trading Investment Energy Technology Co., Ltd.* | A joint venture of the Group from June 2023 | | Contemporary Energy Storage (Fujian) Development Co., Ltd.* and its subsidiary | Joint ventures of the Group | | Jinjiang Min Investment Electric Power Storage Technology Co., Ltd.* | A joint venture of the Group | | Ningpu Contemporary Battery Technology Co., Ltd.* and its subsidiary | Joint ventures of the Group before January 2024 | | Shanghai Kuaibu New Energy Technology Co., Ltd.* and its subsidiary | Joint ventures of the Group | | Yibin Sanjiang Lvcheng Energy Technology Co., Ltd.* | A joint venture of the Group from March 2022 | | Hainan Yi'an Business Consulting Co., Ltd.* | A related company controlled by a close member of the key management personnel of the Company from November 2022 | | Shanghai Shida Investment Management Co., Ltd.* | A related company controlled by the key management personnel of the Company | | Xinqi Information Technology (Shanghai) Co., Ltd.* | A related company controlled by the key management personnel of the Company from November 2022 |
(i) Yichun Longpan Era Lithium Industry Technology Co., Ltd. ("Yichun Longpan") was a subsidiary of the Group and was being disposed of 70% of its equity interests to an independent third party in November 2022. Since then, the Group has held the remaining equity interests of 30%, and Yichun Longpan was no longer within the scope of consolidation of the Group and became an associate of the Group.
(ii) Ningpu Contemporary Battery Technology Co., Ltd. ("Ningpu Contemporary") was a joint venture of the Group with 46.67% of equity interests held. Upon the acquisition of equity interests in January 2024, the shareholding increased to 94.44% and Ningpu Contemporary became a subsidiary of the Group.
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | **Sales transactions** | | | | | – Associates | 6,938,549 | 7,546,371 | 8,160,176 | | – Joint ventures | 632,037 | 214,895 | 20,154 | | – A related company or key management personnel | – | – | 12 | | | 7,570,586 | 7,761,266 | 8,180,342 | | **Procurement transactions** | | | | | – Associates | 27,826,887 | 21,469,688 | 27,682,589 | | – Joint ventures | – | 47 | 539 | | – A related company or key management personnel | – | 12,708 | 4,841 | | | 27,826,887 | 21,482,443 | 27,687,969 |
| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | |---|---|---|---| | **Amounts due from related parties** | | | | | Trade and bills receivables | | | | | – Associates | 1,180,016 | 790,774 | 1,922,006 | | – Joint ventures | 131,896 | 80,427 | 28,021 | | Contract assets | | | | | – Associates | 1,214 | 1,967 | 1,974 | | – Joint ventures | – | 395 | – | | Prepayments, deposits and other assets | | | | | – Associates | 4,263,804 | 16,220,096 | 13,568,530 | | – Joint ventures | – | 971 | 545 | | | 5,576,930 | 17,094,630 | 15,521,076 | | **Amounts due to related parties** | | | | | Trade and bills payables | | | | | – Associates | 3,061,262 | | | | – Joint ventures | – | | |
Contract liabilities – Associates ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў – Joint ventures ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Other payables and accruals – Associates ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў – Joint ventures ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў – A related company or key management personnel ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Note: Trade and bills receivables, contract assets, prepayments, deposits and other assets that related to payment on construction and equipment, trade and bills payables, contract liabilities and other payables and accruals are trade in nature. The remaining receivable balances of RMB1,324 million, RMB1,160 million and RMB128 million as at 31 December 2022, 2023 and 2024, respectively, mainly related to investing activities which are non-trade in nature, unsecured and not expected to be settled before the completion of the initial listing of H Shares of the Company on the Main Board of the Stock Exchange.
APPENDIX I 44.
The carrying amounts of each financial instrument at the end of each reporting period are as follows:
| | As at 31 December | | | |---|---|---|---| | | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | | **Financial assets** | | | | | Financial assets at amortised cost | | | | | – Trade and bills receivables | 61,492,601 | 65,772,258 | 64,265,913 | | – Deposits and other assets | 19,454,171 | 16,070,648 | 16,787,607 | | – Bank balances, deposits and cash | 190,139,815 | 261,710,833 | 298,243,356 | | Financial assets at FVTPL | | | | | – Equity investments at fair value | 2,645,307 | 2,816,190 | 3,135,658 | | – Wealth management products and structured deposits | 1,981,328 | 7,767 | 14,282,253 | | Financial assets at FVTOCI | | | | | – Equity investments at fair value | 20,491,264 | 14,128,318 | 11,900,901 | | – Trade and bills receivables measured at FVTOCI | 18,965,715 | 55,289,319 | 53,309,701 | | Derivative financial instruments | 575,638 | – | – | | **Total** | **315,745,839** | **415,795,333** | **461,925,389** | | **Financial liabilities** | | | | | Financial liabilities measured at amortised cost | | | | | – Trade and bills payables | 191,747,512 | 167,825,751 | 179,476,484 | | – Other payables and accruals | 53,507,023 | 80,669,840 | 53,850,312 | | – Borrowings | 100,861,768 | 126,095,843 | 136,984,817 | | – Lease liabilities | 685,456 | 389,595 | 845,193 | | Derivative financial instruments | – | 3,941,410 | 2,116,017 | | **Total** | **346,801,759** | **378,922,439** | **373,272,823** |
45.
Financial assets and liabilities measured at fair value in the consolidated statements of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability and significance of inputs to the measurements, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and not using significant unobservable inputs.
Level 3: significant unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the financial asset or liability is categorised in its entirety is based on the lowest level of input that is significant to the fair value measurement.
As at 31 December 2022, 2023 and 2024, the financial assets and liabilities measured at fair value on a recurring basis by the above three levels are analysed below:
| | Level 1 | Level 2 | Level 3 | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **As at 31 December 2022** | | | | | | **Financial assets** | | | | | | Financial assets at FVTPL | | | | | | – Equity investment at fair value | – | – | 2,645,307 | 2,645,307 | | – Wealth management products and structured deposits | – | 1,981,328 | – | 1,981,328 | | Financial assets at FVTOCI | | | | | | – Equity investments at fair value | 9,259,728 | – | 11,231,536 | 20,491,264 | | – Trade and bills receivables measured at FVTOCI | – | 18,965,715 | – | 18,965,715 | | Derivative financial instruments | 575,638 | – | – | 575,638 | | **Total** | **9,835,366** | **20,947,043** | **13,876,843** | **44,659,252** | | **As at 31 December 2023** | | | | | | **Financial assets** | | | | | | Financial assets at FVTPL | | | | | | – Equity investment at fair value | – | – | 2,816,190 | 2,816,190 | | – Wealth management products and structured deposits | – | 7,767 | – | 7,767 | | Financial assets at FVTOCI | | | | | | – Equity investments at fair value | 4,574,590 | – | 9,553,728 | 14,128,318 | | – Trade and bills receivables measured at FVTOCI | – | 55,289,319 | – | 55,289,319 | | **Total** | **4,574,590** | **55,297,086** | **12,369,918** | **72,241,594** | | **Financial liabilities** | | | | | | Derivative financial instruments | 3,941,410 | – | – | 3,941,410 | | **As at 31 December 2024** | | | | | | **Financial assets** | | | | | | Financial assets at FVTPL | | | | | | – Equity investment at fair value | – | – | 3,135,658 | 3,135,658 | | – Wealth management products and structured deposits | – | 14,282,253 | – | 14,282,253 | | Financial assets at FVTOCI | | | | | | – Equity investments at fair value | 6,141,783 | – | 5,759,118 | 11,900,901 | | – Trade and bills receivables measured at FVTOCI | – | 53,309,701 | – | 53,309,701 | | **Total** | **6,141,783** | **67,591,954** | **8,894,776** | **82,628,513** | | **Financial liabilities** | | | | | | Derivative financial instruments | 2,116,017 | – | – | 2,116,017 |
During the Track Record Period, there was no transfer between Level 1 and Level 2 and between Level 2 and Level 3.
The following table presents the changes in Level 1, 2 and 3 fair value hierarchy for the Track Record Period:
| | Level 1 | Level 2 | Level 3 | Level 3 | Level 3 | Level 3 | |---|---|---|---|---|---|---| | | Listed equity investments at FVTOCI | Derivative financial instruments | Wealth management products and structured deposits | Trade and bills receivables measured at FVTOCI | Unlisted equity investments at FVTPL | Unlisted equity investments at FVTOCI | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | 6,376,655 | 243,105 | 1,363,973 | 6,486,381 | 1,714,865 | 2,870,920 | | Additions | 2,619,571 | – | 616,869 | 12,446,598 | 526,546 | 4,956,156 | | Disposals | (831,954) | – | – | – | – | (128) | | Transfer (Note) | 150,000 | – | – | – | – | (150,000) | | Fair value gain, net | 945,456 | 332,533 | – | 32,736 | 400,241 | 3,595,588 | | Others | – | – | 486 | – | 3,655 | (41,000) | | As at 31 December 2022 and 1 January 2023 | 9,259,728 | 575,638 | 1,981,328 | 18,965,715 | 2,645,307 | 11,231,536 | | Additions | 200,000 | – | – | 36,573,117 | 125,000 | 1,562,980 | | Disposals | (6,236,719) | – | (1,973,948) | – | – | – | | Transfer (Note) | 3,823,452 | – | – | – | – | (3,823,452) | | Fair value (loss)/gain, net | (2,510,427) | (4,517,048) | 387 | (249,513) | 45,883 | 576,759 | | Others | 38,556 | – | – | – | – | 5,905 | | As at 31 December 2023 and 1 January 2024 | 4,574,590 | (3,941,410) | 7,767 | 55,289,319 | 2,816,190 | 9,553,728 | | Additions | 491,449 | – | 14,082,351 | – | 195,000 | 619,275 | | Disposals | (342,249) | – | – | (2,161,397) | (347,620) | (8,400) | | Transfer (Note) | 2,313,126 | – | – | – | – | (2,313,126) | | Fair value (loss)/gain, net | (931,031) | 1,825,393 | 192,135 | 181,779 | 472,088 | (2,227,883) | | Others | 35,898 | – | – | – | – | 135,524 | | As at 31 December 2024 | 6,141,783 | (2,116,017) | 14,282,253 | 53,309,701 | 3,135,658 | 5,759,118 |
Note: During the Track Record Period, there are two, two and two equity investments were transferred from Level 3 to Level 1 respectively upon the initial public offering of these underlying investments was completed during the relevant reporting periods.
The fair value of financial instruments traded in an active market is determined at the quoted market price; and the fair value of those not traded in an active market is determined by the Group using valuation technique. The valuation models used mainly comprise market approach, adjusted net assets approach and recent transaction price approach. The inputs of the valuation technique mainly include volatility, financial data of target companies, market multiple of comparable companies and discount for lack of marketability.
Assets subject to Level 2 fair value measurement were mainly included wealth management products and structured deposits and receivables measured at FVTOCI are evaluated by market approach.
Assets subject to Level 3 fair value measurement were mainly included equity investments in unlisted entities at FVTPL and at FVTOCI. These assets were measured mainly using market approach, adjusted net assets approach and recent transaction price approach. The judgment of Level 3 of the fair value hierarchy is based on the materiality of unobservable inputs towards calculation of whole fair value.
The information of fair value measurements for Level 3 as at 31 December 2022, 2023 and 2024 is as follows:
| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | Valuation technique | Significant unobservable input | Sensitivity relationship of unobservable input to fair value | |---|---|---|---|---|---|---| | Financial assets at FVTPL | | | | | | | | Unlisted equity investments | 2,645,307 | 2,816,190 | 3,135,658 | Adjusted net assets approach | Discount for lack of marketability | Should the discount for lack of marketability be increased/decreased by 10%, the fair value of unlisted equity investments would be decreased/increased by approximately RMB183,322,000, RMB184,900,000 and RMB195,846,000 as at 31 December 2022, 2023 and 2024, respectively. | | Financial assets at FVTOCI | | | | | | | | Unlisted equity investments | 6,482,944 | 8,567,848 | 4,076,957 | Recent transaction price approach | N/A | N/A | | | 4,748,592 | 985,880 | 1,682,161 | Market approach | Discount for lack of marketability | Should the discount for lack of marketability be increased/decreased by 10%, the fair value of unlisted equity investments would be decreased/increased by approximately RMB631,178,000, RMB169,758,000 and RMB317,356,000 as at 31 December 2022, 2023 and 2024, respectively. | | | | | | | Price earnings ratio | Should the price earnings ratio be increased/decreased by 1%, the fair value of unlisted equity investments would be increased/decreased by approximately RMB40,112,000, RMB3,833,000 and RMB3,588,000 as at 31 December 2022, 2023 and 2024, respectively. | | | 13,876,843 | 12,369,918 | 8,894,776 | | | |
The principal financial instruments of the Group comprise cash and cash equivalents, and time deposits and restricted cash, the main purpose of which is to support for the operations of the Group. The Group has various other financial assets and liabilities such as trade and bills receivables and trade and bills payables, which arise directly from its operations.
The risks of the Group's financial instruments are mainly arising from foreign currency risk, price risk, interest rate risk, credit risk and liquidity risk. The Group has entered into certain foreign exchange risk contracts and commodity price risk contracts as set out in Note 27 to mitigate part of its foreign exchange exposure. The directors review and agree policies for managing each of these risks and they are summarised below.
Foreign currency risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Group is exposed to currency risks primarily through sales and purchases which give rise to receivables, payables, interest-bearing borrowings and bank balances that are denominated in a foreign currency, i.e., a currency other than the functional currency of the entities to which the transactions relate. The foreign currencies giving rise to this risk are primarily United States dollars ("USD") and EUR.
Foreign currency risk arises when future commercial transactions or recognised assets and liabilities are denominated in a currency that is not the respective functional currency of the Group's subsidiaries. To ensure the currency risk exposure of the Group is kept to an acceptable level and seeks to minimise the gap between assets and liabilities in the same currency. Foreign exchange risk contracts are usually used to manage foreign currency risk associated with foreign currency-denominated assets and liabilities.
As at 31 December 2022, 2023 and 2024, for the Group's subsidiaries with RMB as the functional currency, major monetary assets and liabilities exposed to foreign currency risk are listed below:
| | USD RMB'000 | EUR RMB'000 | Others RMB'000 | |---|---|---|---| | **As at 31 December 2022** | | | | | Assets | 47,143,528 | 18,234,266 | 286,614 | | Liabilities | (26,999,593) | (975,822) | (170,561) | | Net exposure | 20,143,935 | 17,258,444 | 116,053 | | **As at 31 December 2023** | | | | | Assets | 64,452,971 | 35,244,745 | 4,580,861 | | Liabilities | (31,073,749) | (143,919) | (122,293) | | Net exposure | 33,379,222 | 35,100,826 | 4,458,568 | | **As at 31 December 2024** | | | | | Assets | 98,316,154 | 13,659,393 | 2,803,511 | | Liabilities | (31,772,787) | (3,719,128) | (277,807) | | Net exposure | 66,543,367 | 9,940,265 | 2,525,704 |
The Group uses hedging instruments, mentioned in Note 27 to the Historical Financial Information, to hedge against part of the potential foreign currency risk of the above items.
As at 31 December 2022, 2023 and 2024, for the above various USD financial assets and liabilities, if the RMB appreciates or depreciates by 5% against the USD and other factors remain unchanged, the Group will decrease or increase its profit before income tax by RMB1,007 million, RMB198 million and RMB3,104 million, respectively.
As at 31 December 2022, 2023 and 2024, for the above various EUR financial assets and liabilities, if the RMB appreciates or depreciates by 5% against the EUR and other factors remain unchanged, the Group will decrease or increase its profit before income tax by RMB863 million, RMB1,755 million and RMB403 million, respectively.
Other changes in foreign exchange rates have no significant impact on foreign currency risk.
The Group is exposed to equity price risk mainly arising from equity investments held by the Group that are classified as financial assets at FVTPL or FVTOCI which will not be sold within one year.
Sensitivity analysis is performed by management to assess the exposure of the Group's financial results to equity price risk of financial assets at FVTPL and FVTOCI at the end of each reporting period. If the prices of the respective investments held by the Group had been 10% higher/lower as at 31 December 2022, 2023 and 2024, profit before income tax for the Track Record Period would have been approximately RMB264,531,000, RMB281,619,000 and RMB313,566,000 higher/lower, respectively, as a result of gains/losses on financial assets at FVTPL, and other comprehensive income for the Track Record Period would have been approximately RMB2,049,126,000, RMB1,412,832,000 and RMB1,190,090,000 higher/lower, respectively, as a result of gains/losses on financial assets at FVTOCI.
The Group is exposed to commodity price risk mainly arising from lithium, nickel and cobalt, the price volatility of which could impact financial performance. The Group uses derivative financial instruments, including commodity price risk contracts to manage a portion of such risk.
The Group's interest rate risk primarily arises from long-term interest-bearing borrowings, corporate bonds and lease liabilities. Long-term borrowings issued at variable rates expose the Group to cash flow interest rate risk. Long-term borrowings issued at fixed rates, corporate bonds and lease liabilities bearing fixed rates expose the Group to fair value interest rate risk.
The Group has been monitoring the level of interest rates. The increase in interest rates will increase the interest costs of borrowings at variable rates, which will further impact the performance of the Group. To hedge against the variability in the cash flows arising from a change in market interest rates, the Group may enter into certain interest rate swap contracts to swap variable rates into fixed rates.
The following tables list out the interest rate profiles of the Group's variable interest-bearing financial instruments as at 31 December 2022, 2023 and 2024:
| | 2022 | 2023 | 2024 | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Floating rate instruments | | | | | – Borrowings | 43,208,622 | 69,224,044 | 75,437,356 |
If interest rates of floating rate instruments had been 50 basis points higher/lower with all other variables held constant, the profit before income tax would be lower/higher RMB216,043,000, RMB346,120,000 and RMB377,187,000 as at 31 December 2022, 2023 and 2024, respectively.
Credit risk refers to the risk that the counterparty to a financial instrument would fail to discharge its obligation under the terms of the financial instrument and cause a financial loss to the Group. The Group's exposure to credit risk mainly arises from granting credit to customers in the ordinary course of its operations and from its investing activities.
The Group's maximum exposure to credit risk is represented by the carrying amount of each financial asset measured at amortised cost and trade and bills receivables measured at FVTOCI as disclosed in Note 44 to the Historical Financial Information.
As at 31 December 2022, 2023 and 2024, other than financial assets whose carrying amounts best represent the maximum exposure to credit risk, the Group's maximum exposure to credit risk which will cause a financial loss to the Group arising from financial guarantees provided by the Group to its related companies and third parties as disclosed in Note 39 to the Historical Financial Information.
The Group's policy is to deal only with credit worthy counterparties. Credit terms are granted to new customers after a credit worthiness assessment by the credit control department. When considered appropriate, customers may be requested to provide proof as to their financial position. Where available at reasonable cost, external credit ratings and/or reports on customers are obtained and used. Customers who are not considered creditworthy are required to pay in advance or on delivery of goods. Payment record of customers is closely monitored. It is not the Group's policy to request collateral from its customers.
The Group has applied the IFRS 9 simplified approach to measuring ECL which uses a lifetime ECL for all trade receivables and contract assets. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECL, which is assessed individually or based on provision matrix, as appropriate, and the expected loss rates are based on the historical settlement experience as well as the corresponding historical credit losses.
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.
For trade receivables from related parties, the Group considers the counterparties with relatively good credit worthiness based on past experience and satisfactory settlement history. The Group assessed the ECL for trade receivables from related parties was insignificant during the Track Record Period.
A default on trade receivables and contract assets is when the counterparty fails to make contractual payments when they fall due.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery.
On that basis, the ECL allowance as at 31 December 2022, 2023 and 2024 was determined as follows for both trade receivables and contract assets:
| | Gross carrying amount RMB'000 | ECL allowance RMB'000 | Expected loss rate % | |---|---|---|---| | **As at 31 December 2022** | | | | | Assessed based on grouping | 59,711,901 | 1,745,384 | 2.92% | | Assessed individually | 85,135 | 85,135 | 100.00% | | **Total** | **59,797,036** | **1,830,519** | | | **As at 31 December 2023** | | | | | Assessed based on grouping | 65,980,322 | 1,959,788 | 2.97% | | Assessed individually | 85,135 | 85,135 | 100.00% | | **Total** | **66,065,457** | **2,044,923** | | | **As at 31 December 2024** | | | | | Assessed based on grouping | 65,916,331 | 1,799,487 | 2.73% | | Assessed individually | 860,071 | 841,405 | 97.83% | | **Total** | **66,776,402** | **2,640,892** | |
| | Gross carrying amount RMB'000 | ECL allowance RMB'000 | Expected loss rate % | |---|---|---|---| | **As at 31 December 2022** | | | | | Assessed based on grouping | 184,570 | 9,707 | 5.26% | | Assessed individually | – | – | N/A | | **Total** | **184,570** | **9,707** | | | **As at 31 December 2023** | | | | | Assessed based on grouping | 266,257 | 32,293 | 12.13% | | Assessed individually | – | – | N/A | | **Total** | **266,257** | **32,293** | | | **As at 31 December 2024** | | | | | Assessed based on grouping | 450,546 | 49,920 | 11.08% | | Assessed individually | – | – | N/A | | **Total** | **450,546** | **49,920** | |
Credit risk for bills receivable is considered to be immaterial, as all bills receivable are bank acceptance notes, and the Group did not expect that there would be any significant losses from non-performance by these banks.
Over the term of deposits and other assets, the Group accounts for its credit risk by appropriately providing for ECL on a timely basis. To assess whether there is a significant increase in credit risk in deposits and other assets, the Group compares the risk of a default occurring on the financial assets at the end of each reporting period with the risk of default at the date of initial recognition. It considers available, reasonable, supportive forward-looking information. Especially, 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 counterparty's ability to meet its obligations;
- significant expected changes in the performance and behaviour of the counterparty, including changes in the payment status of the counterparty.
Based on historical experiences and consideration of forward-looking information, other receivables from related parties were settled within 12 months after upon maturity hence the ECL is minimal.
As stated in Note 26 to the Historical Financial Information, impairment on deposits and other assets accounted as amortised cost is measured as either 12-month ECL or lifetime ECL. On such basis, the following table sets forth the ECL allowance for deposits and other assets as at 31 December 2022, 2023 and 2024:
| | Stage 1 12-month ECL RMB'000 | Stage 2 Lifetime ECL RMB'000 | Stage 3 Lifetime ECL RMB'000 | Total RMB'000 | |---|---|---|---|---|
As at 31 December 2022 Expected loss rate ў ў ў ў ў ў ў ў ў ў ў ў Gross carrying amount ў ў ў ў ў ў ў ў ў ECL allowance ў ў ў ў ў ў ў ў ў ў ў ў ў ў
As at 31 December 2023 Expected loss rate ў ў ў ў ў ў ў ў ў ў ў ў Gross carrying amount ў ў ў ў ў ў ў ў ў ECL allowance ў ў ў ў ў ў ў ў ў ў ў ў ў ў
As at 31 December 2024 Expected loss rate ў ў ў ў ў ў ў ў ў ў ў ў Gross carrying amount ў ў ў ў ў ў ў ў ў ECL allowance ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Other financial assets measured at amortised cost Other financial assets measured at amortised cost include bank balances, deposits and cash. Credit risk for bank balances, deposits and cash is considered to be immaterial, as the counterparts are banks/financial institutions with high credit ratings by international credit rating agencies.
Liquidity risk The Group aims to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying businesses, the Group maintains flexibility in funding by maintaining adequate balances of such. The table below analyses the Group's financial liabilities by relevant maturity groupings based on the remaining period since the end of each reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows or the carrying amount of the financial liabilities to be delivered.
As at 31 December 2022 Non-derivatives Trade and bills payables (including SFA) ў ў ў ў ў Other payables and accruals (including long-term payables) ў ў ў Borrowings ў ў ў ў ў ў ў ў ў ў Lease liabilities ў ў ў ў ў ў ў
Financial guarantee issued maximum amount (Note) ў ў ў ў ў ў ў ў ў ў ў ў As at 31 December 2023 Non-derivatives Trade and bills payables (including SFA) ў ў ў ў ў Other payables and accruals (including long-term payables) ў ў ў Borrowings ў ў ў ў ў ў ў ў ў ў Lease liabilities ў ў ў ў ў ў ў Derivatives Derivative financial instrumentsў ў ў ў ў ў ў ў ў
| | Within 1 year | 1 to 5 years | Over 5 years | Total undiscounted amount | Carrying amount | |---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Trade and bills payables (including SFA) | 191,747,512 | – | – | 191,747,512 | 191,747,512 | | Other payables and accruals (including long-term payables) | 53,507,023 | – | – | 53,507,023 | 53,507,023 | | Borrowings | 21,959,108 | 57,715,460 | 31,768,490 | 111,443,058 | 100,861,768 | | Lease liabilities | 140,143 | 345,729 | 348,292 | 834,164 | 685,456 | | **Subtotal** | **267,353,786** | **58,061,189** | **32,116,782** | **357,531,757** | **346,801,759** | | Financial guarantee issued maximum amount (Note) | 2,926,391 | 3,109,800 | 68,640 | 6,104,831 | 6,104,831 |
| | Within 1 year | 1 to 5 years | Over 5 years | Total undiscounted amount | Carrying amount | |---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Trade and bills payables (including SFA) | 167,825,751 | – | – | 167,825,751 | 167,825,751 | | Other payables and accruals (including long-term payables) | 55,251,958 | 25,342,026 | 118,000 | 80,711,984 | 80,669,840 | | Borrowings | 22,487,745 | 74,192,170 | 35,362,920 | 132,042,835 | 126,095,843 | | Lease liabilities | 119,458 | 250,380 | 62,851 | 432,689 | 389,595 | | Derivative financial instruments | 3,941,410 | – | – | 3,941,410 | 3,941,410 | | **Subtotal** | **249,626,322** | **99,784,576** | **35,543,771** | **384,954,669** | **378,922,439** | | Financial guarantee issued maximum amount (Note) | 1,022,368 | 3,345,095 | 367,410 | 4,734,873 | 4,734,873 |
As at 31 December 2024 Non-derivatives Trade and bills payables (including SFA) ў ў ў ў ў ў Other payables and accruals (including long-term payables) ў ў ў Borrowings ў ў ў ў ў ў ў ў ў ў Lease liabilities ў ў ў ў ў ў ў Derivatives Derivative financial instrumentsў ў ў ў ў ў ў ў ў
| | Within 1 year | 1 to 5 years | Over 5 years | Total undiscounted amount | Carrying amount | |---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Trade and bills payables (including SFA) | 179,476,484 | – | – | 179,476,484 | 179,476,484 | | Other payables and accruals (including long-term payables) | 53,693,832 | 94,400 | 94,400 | 53,882,632 | 53,850,312 | | Borrowings | 42,478,408 | 75,701,280 | 27,754,717 | 145,934,405 | 136,984,817 | | Lease liabilities | 211,626 | 609,513 | 117,765 | 938,904 | 845,193 | | Derivative financial instruments | 2,116,017 | – | – | 2,116,017 | 2,116,017 | | **Subtotal** | **277,976,367** | **76,405,193** | **27,966,882** | **382,348,442** | **373,272,823** | | Financial guarantee issued maximum amount (Note) | 1,675,720 | 2,125,624 | 532,309 | 4,333,653 | 4,333,653 |
Note: The amount represents the maximum amount that the Group could be required to settle under the arrangement for the full guaranteed amount.
Capital management The primary objectives of the Group's capital management are to safeguard the Group's ability to continue as a going concern by pricing services commensurately with the level of risk so that it can continue to provide returns and benefits to the shareholders and other stakeholders.
The Group sets the amount of capital in proportion to risk. The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the subject assets. In order to maintain or adjust the capital structure, the Group may adjust the amounts of dividends paid to the shareholders or return capital to the shareholders. The Group is not subject to any external capital requirements.
During the Track Record Period, there are no changes in capital management objectives, policies or procedures.
| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | |---|---|---|---| | Total assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 600,952,353 | 717,168,041 | 786,658,123 | | Total liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 424,043,192 | 497,284,891 | 513,201,950 | | Asset-liability ratio ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 70.56% | 69.34% | 65.24% |
APPENDIX I 47.
ACQUISITIONS OF SUBSIDIARIES The net cash flow impact of acquisitions of business and assets during the Track Record Period are as below:
| | Year ended 31 December 2022 RMB'000 | Year ended 31 December 2023 RMB'000 | Year ended 31 December 2024 RMB'000 | |---|---|---|---| | Total cash outflow (Note) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | – | 6,803,763 | 352,649 | | Less: cash and bank balances acquired ў ў ў ў ў ў ў | (22,060) | (39,661) | (108,627) | | | **(22,060)** | **6,764,102** | **244,022** |
注：2023年度人民币6,442,656千元的收购总对价已于截至2022年12月31日止年度内预付。
于业绩记录期间，收购附属公司对本集团的历史财务信息并无重大影响。
| | 截至2022年12月31日 RMB'000 | 2023年 RMB'000 | 2024年 RMB'000 | |--|--|--|--| | 流动资产 | 1,094,709 | 30,334 | 858,950 | | 非流动资产 | 431,707 | 177,103 | 599,447 | | 流动负债 | (272,615) | (5,072) | (301,933) | | 非流动负债 | (48,840) | – | (319,811) | | 所收购净资产 | 1,204,961 | 202,365 | 836,653 | | 减：非控股权益 | (531,257) | (80,570) | (22,834) | | 加：商誉（附注18） | 176,214 | 239,311 | 181,080 | | | 849,918 | 361,106 | 994,899 |
2022年12月，本集团与雅江县斯诺威矿业发展有限公司破产管理人（"斯诺威矿业管理人"）签署了《雅江县斯诺威矿业发展有限公司破产重整案重整投资协议》，并支付了约人民币6,442.6百万元的重整资金，该金额即为收购斯诺威矿业的成本。
2023年1月，斯诺威矿业的债权人投票通过了重整计划草案，随后雅江县法院裁定批准重整计划并终止破产重整程序。2023年3月3日，斯诺威矿业管理人与本集团完成交接工作，本集团取得斯诺威矿业100%股权及控制权。
由于斯诺威矿业于收购前已停止生产及经营，本集团认为收购斯诺威矿业在实质上属于资产收购。
本公司及其全资附属公司四川时代新能源科技有限公司于2022年9月30日与洛阳国宏投资控股集团有限公司签署了《投资框架协议》，并于2022年10月31日签署了《投资协议》，以收购洛阳矿业集团100%股权。洛阳矿业集团为一家投资控股公司，持有洛阳钼业集团有限公司24.68%的股权。
| | 截至2022年12月31日 RMB'000 | 2023年 RMB'000 | 2024年 RMB'000 | |--|--|--|--| | 时代新能源（香港）有限公司 | 495,545 | 5,520,335 | 6,336,643 | | 福鼎时代新能源科技有限公司 | 4,501,477 | 4,505,728 | 4,508,961 | | 广东瑞庆时代新能源科技有限公司 | 1,000,000 | 1,000,000 | 1,000,000 | | 江苏时代新能源科技有限公司 | 1,059,589 | 1,084,031 | 1,099,060 | | 瑞庭时代新能源科技（上海）有限公司 | 500,000 | 500,000 | 500,000 | | 四川时代新能源科技有限公司 | 2,018,345 | 4,239,582 | 4,252,724 | | 联动天翼新能源有限公司 | 1,275,000 | 1,275,000 | 1,275,000 | | 其他附属公司 | 24,478,754 | 38,348,664 | 54,078,012 | | **合计** | **35,328,710** | **56,473,340** | **73,050,400** |
本公司主要附属公司的详情载于历史财务信息附注1。
(a) 本集团于2025年4月8日举行的2024年度股东大会上，批准了就截至2024年12月31日止年度派发末期股息每10股人民币45.53元（含税）。末期股息已于2025年4月22日支付。
(b) 截至2025年5月7日，本公司已回购A股合计6,640,986股，库存股金额为人民币1,551,197,674元，其中包含人民币387,703元交易费用，并已予以确认。上述股份回购的平均价格约为每股人民币233.58元。
以下为本公司报告会计师——香港致同会计师事务所（香港注册会计师）就纳入本招股章程之目的，就载于第IA-1至IA-34页的报告全文。以下所列信息为本集团截至2025年3月31日止三个月的未经审核简明综合中期财务信息，并不构成附录一所载香港致同会计师事务所（香港注册会计师）会计师报告的组成部分，仅供参考之用。
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION TO THE DIRECTORS OF CONTEMPORARY AMPEREX TECHNOLOGY CO., LIMITED (Incorporated in the People's Republic of China with limited liability) Introduction We have reviewed the interim financial information of Contemporary Amperex Technology Co., Limited (the "Company") and its subsidiaries (together, the "Group") set out on pages IA-3 to IA-34, which comprises the condensed consolidated statement of financial position as at 31 March 2025, and the related condensed consolidated statement of profit or loss, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the three-month period then ended, and notes to the interim financial information, including material accounting policy information (together, the "Interim Financial Information"). The directors of the Company are responsible for the preparation and fair presentation of this Interim Financial Information in accordance with International Accounting Standard 34 "Interim Financial Reporting" issued by the International Accounting Standards Board. Our responsibility is to express a conclusion on this Interim Financial Information based on our review, and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Scope of 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. A review of this Interim Financial Information 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. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the Interim Financial Information is not prepared, in all material respects, in accordance with International Accounting Standard 34. Other Matter The comparative information for the condensed consolidated statement of financial position is based on the audited financial statements as at 31 December 2024. The comparative information for the condensed consolidated statement of profit or loss, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows, and related explanatory notes, for the period ended 31 March 2024 has not been audited or reviewed.
Grant Thornton Hong Kong Limited Certified Public Accountants 11th Floor, Lee Garden Two 28 Yun Ping Road Causeway Bay Hong Kong 12 May 2025 Ng Ka Kong Practising Certificate Number: P06919
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS Three months ended 31 March | | Notes | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---|---| | Revenue | | 84,704,589 | 79,770,779 | | Cost of sales | | (64,030,111) | (61,222,587) | | Gross profit | | 20,674,478 | 18,548,192 | | Research and development expenses | 5(a) | (4,814,003) | (4,340,205) | | Administrative and other operating expenses | 5(b) | (3,218,763) | (2,954,628) | | Selling expenses | | (852,316) | (863,259) | | Other income | 7 | 5,533,234 | 5,838,308 | | Other gains and losses, net | | 607,525 | (1,797,945) | | Impairment losses | | (1,241,737) | (775,274) | | Finance costs | 9 | (782,951) | (1,048,364) | | Share of results of associates and joint ventures, net | 16 | 1,469,564 | 665,871 | | Profit before income tax | | 17,375,031 | 13,272,696 | | Income tax expense | 10 | (2,513,397) | (2,004,579) | | Profit for the period | | 14,861,634 | 11,268,117 | | Attributable to: | | | | | Owners of the Company | | 13,962,558 | 10,582,397 | | Non-controlling interests | | 899,076 | 685,720 | | | | 14,861,634 | 11,268,117 |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Three months ended 31 March | | Notes | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---|---| | Profit for the period | | 14,861,634 | 11,268,117 | | Other comprehensive income/(loss): | | | | | Items that may be reclassified subsequently to profit or loss: | | | | | Exchange differences on translation of foreign operations | | (127,021) | (886,387) | | Fair value changes on debt instruments at fair value through other comprehensive income | | 93,542 | 50,343 | | Fair value changes on equity instruments at fair value through other comprehensive income | | (1,474) | 36,512 | | Share of other comprehensive income/(loss) of associates and joint ventures | | 412,204 | (1,598) | | Net movement in hedging reserve | | 336,603 | (356,819) | | Items that will not be reclassified subsequently to profit or loss: | | | | | Remeasurement of defined benefit obligations | | (99,404) | 928,903 | | Other comprehensive income/(loss) for the period, net of tax | | 614,450 | (229,046) | | Total comprehensive income for the period | | 15,476,084 | 11,039,071 | | Attributable to: | | | | | Owners of the Company | | 14,508,266 | 10,177,919 | | Non-controlling interests | | 967,818 | 861,152 | | | | 15,476,084 | 11,039,071 | | Earnings per share (RMB) — Basic | | 3.18 | 2.41 | | Earnings per share (RMB) — Diluted | | 3.18 | 2.41 |
Profit for the period •••••••••••••••••••••••• Other comprehensive (loss)/income, net of tax Items that will not be reclassified subsequently to profit or loss: – Fair value changes on equity investments at fair value through other comprehensive income ("FVTOCI"), net of tax ••••••••••• – Share of other comprehensive income of associates, net of tax ••••••••••••••••••• Items that will be reclassified subsequently to profit or loss: – Fair value changes on financial assets at FVTOCI, net of tax •••••••••••••••••••• – Share of other comprehensive income/(loss) of associates, net of tax ••••••••••••••• – Cash flow hedges, net of tax •••••••••••• – Exchange differences on translation of financial statements of foreign operations, net of tax ••••••••••••••••••••••••••••
Earnings per share ("EPS") for profit attributable to owners of the Company Basic (in RMB per share) ••••••••••••••••• Diluted (in RMB per share) ••••••••••••••••
| | As at 31 March 2025 | As at 31 December 2024 | |---|---|---| | | RMB'000 (Unaudited) | RMB'000 |
| | Note | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---|---| | Property, plant and equipment | 13 | 151,737,630 | 146,937,736 | | Right-of-use assets | 14 | 10,077,174 | 10,003,361 | | Goodwill | 15 | 893,898 | 894,757 | | Intangible assets | 16 | 5,265,786 | 5,306,438 | | Investments in associates and joint ventures | 17 | 56,483,298 | 54,791,525 | | Financial assets at fair value through profit or loss ("FVTPL") | 18 | 3,138,747 | 3,135,658 | | Financial assets at FVTOCI | 22 | 11,585,575 | 11,900,901 | | Prepayments, deposits and other assets | | 25,313,377 | 19,426,825 | | Deferred tax assets | | 25,303,240 | 24,118,834 | | **Total non-current assets** | | **289,798,725** | **276,516,035** |
| | Note | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---|---| | Inventories | 19 | 65,639,666 | 59,835,533 | | Trade and bills receivables | 20 | 60,350,906 | 64,265,913 | | Contract assets | 21(a) | 261,473 | 400,626 | | Prepayments, deposits and other assets | 22 | 23,478,787 | 19,804,706 | | Financial assets at FVTPL | 17 | 21,421,660 | 14,282,253 | | Financial assets at FVTOCI | 18 | 43,910,963 | 53,309,701 | | Bank balances, deposits and cash | 24 | 315,235,089 | 298,243,356 | | **Total current assets** | | **530,298,544** | **510,142,088** |
| | Note | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---|---| | Trade and bills payables | 25 | 191,098,136 | 179,476,484 | | Contract liabilities | 21(b) | 37,088,532 | 27,834,446 | | Other payables and accruals | 26 | 51,745,115 | 57,141,230 | | Borrowings | 27 | 38,588,316 | 42,373,738 | | Lease liabilities | 28 | 183,934 | 182,379 | | Derivative financial instruments | 23 | 899,889 | 2,116,017 | | Income tax payable | | 8,604,831 | 8,047,240 | | **Total current liabilities** | | **328,208,753** | **317,171,534** |
| | Note | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---|---| | **Non-current liabilities** | | | | | Other payables and accruals | 26 | 24,003,973 | 22,197,549 | | Contract liabilities | 21(b) | 5,215,845 | 5,400,795 | | Borrowings | 27 | 98,240,364 | 94,611,079 | | Lease liabilities | 28 | 571,789 | 662,814 | | Deferred tax liabilities | 29 | 1,209,610 | 1,231,236 | | Provisions | | 73,507,580 | 71,926,943 | | **Total non-current liabilities** | | **202,749,161** | **196,030,416** |
| | Note | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---|---| | Share capital | 30 | 4,403,395 | 4,403,466 | | Reserves | 30 | 257,154,252 | 242,526,566 | | **Equity attributable to owners of the Company** | | **261,557,647** | **246,930,032** | | Non-controlling interests | | 27,581,708 | 26,526,141 | | **Total equity** | | **289,139,355** | **273,456,173** |
| | Share capital RMB'000 Note 30 | Reserves RMB'000 Note 30 | |---|---|---| | **As at 1 January 2025** | 4,403,466 | 242,526,566 | | Profit for the period | – | – | | Other comprehensive income for the period | – | – | | **Total comprehensive income for the period** | – | – | | Transfer of other comprehensive income to retained earnings | – | – | | Share-based compensation expenses | – | – | | Dividends declared | – | – | | Capital injection | – | – | | Provision of special reserve | – | – | | Utilisation of special reserve | – | – | | Others | (71) | 1,412 | | **Transactions with owners** | (71) | 1,412 | | **As at 31 March 2025 (Unaudited)** | 4,403,395 | (2,711,392) |
Note: The figure (2,712,804) appears in connection with the above movements.
| | Treasury shares RMB'000 | Share capital RMB'000 | Capital reserve RMB'000 | Other comprehensive income reserve RMB'000 | Special reserve RMB'000 | Statutory reserve RMB'000 | Retained earnings RMB'000 | Sub-total RMB'000 | Non-controlling interests RMB'000 | Total equity RMB'000 | |---|---|---|---|---|---|---|---|---|---|---| | As at 1 January 2024 | (1,966,348) | 87,326,214 | 1,528,223 | 9,355 | – | 2,192,566 | 103,825,626 | 197,708,053 | 22,175,097 | 219,883,150 | | Total comprehensive (loss)/income for the period | – | – | – | – | – | – | – | – | – | – | | Profit for the period | – | – | – | – | – | – | 10,582,397 | 10,582,397 | 685,720 | 11,268,117 | | Other comprehensive (loss)/income for the period | – | – | (404,478) | 3,370 | – | – | – | (404,478) (Note 30) | 175,432 | (229,046) | | Total comprehensive (loss)/income for the period | – | – | (404,478) | 3,370 | – | – | 10,582,397 | 10,177,919 | 861,152 | 11,039,071 | | Transfer of other comprehensive income to retained earnings | – | – | – | – | – | – | – | – | – | – | | Share-based compensation expenses | – | – | 20,815 | – | – | – | – | 20,815 | 2,767 | 236,856 (Note 30) | | Capital injection | – | – | – | – | – | – | – | (393,376) | 89,899 | (303,477) | | Provision of special reserve | – | – | – | – | – | – | – | 3,370 | 1,764 | 5,134 | | Others | – | 233,909 | (20,815) | – | – | – | – | (180) | (392,162) | (392,342) | | Transactions with owners | – | 234,089 | – | – | – | – | – | (156,097) | (297,732) | (453,829) | | As at 31 March 2024 (Unaudited) | (1,572,972) | 87,560,123 | 1,102,930 | 12,725 | – | 2,192,566 | 114,428,838 | 207,729,875 | 22,738,517 | 230,468,392 |
| | Treasury shares RMB'000 | Share capital RMB'000 | Capital reserve RMB'000 | Other comprehensive income reserve RMB'000 | Special reserve RMB'000 | Statutory reserve RMB'000 | Retained earnings RMB'000 | Sub-total RMB'000 | Non-controlling interests RMB'000 | Total equity RMB'000 | |---|---|---|---|---|---|---|---|---|---|---| | As at 1 January 2025 | (393,376) | 114,886,972 | (348,637) | 35,551 | – | 2,194,779 | 128,470,705 | 246,930,032 | 26,526,141 | 273,456,173 | | Total comprehensive (loss)/income for the period | – | – | – | – | – | – | – | – | – | – | | Profit for the period | – | – | – | – | – | – | 13,962,558 | 13,962,558 | 899,076 | 14,861,634 | | Other comprehensive (loss)/income for the period | – | – | 545,708 | – | – | – | – | 545,708 (Note 30) | 68,742 | 614,450 | | Total comprehensive (loss)/income for the period | – | – | 545,708 | – | – | – | 13,962,558 | 14,508,266 | 967,818 | 15,476,084 | | Transfer of other comprehensive income to retained earnings | – | – | – | 30,386 | – | – | – | (17,696) | (802) | (18,498) | | Share-based compensation expenses | – | – | – | – | – | – | – | (859) | (55,014) | (55,873) | | Capital injection | – | – | – | – | – | – | – | – | 235,710 | 235,710 | | Provision of special reserve | – | – | – | – | 3,655 | – | – | 3,655 | 3,380 | 33,766 | | Others | – | 101,663 | (65,091) | 12,690 | 65,091 | – | 119,349 | 107,518 | – | 109,993 | | Transactions with owners | – | 114,988,635 | 131,980 | 48,241 | 68,746 | 2,194,779 | 142,502,009 | 261,557,647 | 27,581,708 | 289,139,355 | | As at 31 March 2025 (Unaudited) | (5,855) | 114,988,635 | 131,980 | 48,241 | 68,746 | 2,194,779 | 142,502,009 | 261,557,647 | 27,581,708 | 289,139,355 |
| | Three months ended 31 March 2025 RMB'000 (Unaudited) | Three months ended 31 March 2024 RMB'000 (Unaudited) | |---|---|---| | **Cash flows from operating activities** | | | | Proceeds from sales of goods | 111,139,836 | 102,413,594 | | Proceeds from refund of other tax and surcharges | 1,395,114 | 3,186,711 | | Cash received related to other operating activities | 125,226 | 486,013 | | Interest income | 1,571,226 | 1,725,910 | | Proceeds from other income | 4,875,664 | 2,352,792 | | Cash paid for material and services | (69,577,367) | (68,969,931) | | Cash paid for salaries | (7,189,748) | (5,633,347) | | Income tax and other taxes paid | (7,120,777) | (5,717,763) | | Cash paid related to other operating activities | (2,350,917) | (1,486,067) | | **Net cash generated from operating activities** | **32,868,257** | **28,357,912** | | **Cash flows from investing activities** | | | | Proceeds from disposal of associates, joint ventures and financial assets at fair value | 1,598,211 | 135,951 | | Proceeds from disposal of property, plant and equipment, intangible assets and prepaid lease payments | 30,260 | 14,952 | | Proceeds from investment income | 183,232 | 33,934 | | Proceeds from other investing activities | – | 11,111 | | Purchase of property, plant and equipment, intangible assets and prepaid lease payments | (10,342,606) | (7,081,546) | | Investments in associates, joint ventures and financial assets at fair value | (9,131,508) | (70,747) | | Cash outflows from acquisition of subsidiaries | – | (210,693) | | Payments for other investing activities | (108,144) | (740,817) | | **Net cash used in investing activities** | **(17,770,555)** | **(7,907,855)** | | **Cash flows from financing activities** | | | | Capital contributions from non-controlling interests | 235,710 | 89,899 | | Proceeds from borrowings | 11,482,923 | 11,920,790 | | Proceeds from other financing activities | 69,264 | – | | Repayment of borrowings | (4,911,352) | (5,090,699) | | Interest paid | (721,269) | (790,260) | | Dividend paid to owners of the Company | (5,284,939) | – | | Dividend paid to non-controlling interests | (98,000) | (22,940) | | Payments for other financing activities | (70,925) | (602,526) | | **Net cash generated from financing activities** | **701,412** | **5,504,264** |
Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Effect of foreign exchange rate changes Cash and cash equivalents at the end of the period
| | 2025 | 2024 | |---|---|---| | | RMB'000 | RMB'000 | | | (Unaudited) | (Unaudited) | | | 15,799,114 | 25,954,321 | | | 270,159,734 | 238,165,487 | | | 341,988 | (1,011,613) | | | 286,300,836 | 263,108,195 |
The Company was a limited liability company incorporated in the People's Republic of China (the "PRC") on 16 December 2011 and changed to a joint stock limited company on 15 December 2015. The Company's A shares are listed on Shenzhen Stock Exchange on 11 June 2018. The address of the Company's registered office and its principal place of business is No. 2, Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, the PRC.
During the three months ended 31 March 2025, the Company and its subsidiaries are principally engaged in the research, development, production and sales of electric vehicle ("EV") batteries and energy storage system ("ESS") batteries.
In the opinion of the directors, the Company's ultimate holding company is Xiamen Ruiting Investment Co., Ltd., a company incorporated in the PRC and controlled by Mr. Zeng Yuqun.
In this Interim Financial Information, certain English names of the companies referred herein represent management's best effort to translate the Chinese names of the companies as no English names have been registered.
The Interim Financial Information has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" issued by the International Accounting Standards Board.
The Interim Financial Information has been prepared in accordance with the same accounting policies and critical accounting estimates and judgments adopted in the historical financial information for the years ended 31 December 2022, 2023 and 2024 (the "Historical Financial Information") as disclosed in Appendix I to the prospectus issued by the Company.
The Interim Financial Information does not include all of the information and disclosures required for a full set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRSs"). Accordingly, this Interim Financial Information should be read in conjunction with the Historical Financial Information.
The adoption of amended IFRSs as described below.
The adoption of these amended IFRSs had no material impact on the Interim Financial Information.
The Group has not early adopted the following new and amended IFRSs which have been issued but are not yet effective:
| | | |---|---| | Amendments to IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture³ | | Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments¹ | | Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature-dependent Electricity¹ | | IFRS 18 | Presentation and Disclosure in Financial Statements² | | IFRS 19 | Subsidiaries without Public Accountability: Disclosures² | | Annual Improvements to IFRSs | Annual Improvements to IFRS Accounting Standards – Volume 11¹ |
The Group has already commenced an assessment of the impact of these new and amended IFRSs, certain of which are relevant to the Group's operations. According to the preliminary assessment made by management, no significant impact on the financial performance and positions of the Group is expected when they become effective.
The Group's principal activities are disclosed in Note 1 to the Interim Financial Information. The Group derives revenue from the transfer of goods and services at a point in time or services over time are analysed as follows:
| Type of goods and services | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | – EV batteries | 63,167,027 | 55,431,659 | | – ESS batteries | 11,490,893 | 13,571,544 | | – Battery materials and recycling | 4,762,911 | 6,335,279 | | – Battery mineral resources | 1,536,315 | 1,079,712 | | – Others | 3,747,443 | 3,352,585 | | | 84,704,589 | 79,770,779 |
| Timing of revenue recognised | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | – At a point in time | 84,392,553 | 79,459,820 | | – Over time | 312,036 | 310,959 | | | 84,704,589 | 79,770,779 |
The operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Management reviews the performance of the Group as a single operating segment based on the internal organisation structure, management requirements and internal reporting system. No separate analysis of the segment results by reportable segment is necessary.
The following table sets out the information about the geographical location of the Group's revenue from external customers. The geographical location of customers is based on the location at which the services are provided or the goods are delivered.
| Revenue from external customers | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | – Mainland China | 56,575,604 | 55,777,884 | | – Other countries/regions | 28,128,985 | 23,992,895 | | | 84,704,589 | 79,770,779 |
The geographical location of non-current assets, mainly comprised of property, plant and equipment (excluding exterior facilities and others), is based on the physical location of these assets. As at 31 March 2025 and 31 December 2024, more than 80% of the Group's non-current assets are located in the PRC.
Revenue from external customers which individually contributed over 10% of the Group's revenue during the three months ended 31 March 2025 and 2024 is as follows:
| Revenue from external customers | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | Customer A (Note (a)) | 12,160,756 | 12,731,412 | | Customer B (Note (b)) | 10,912,025 | N/A |
Notes: (a) The revenue contributed from the customer A is derived from sales of EV batteries and ESS batteries.
(b) The revenue contributed from the customer B is derived from sales of EV batteries during the three months ended 31 March 2025. The corresponding revenue did not individually contribute over 10% of the Group's revenue during the three months ended 31 March 2024.
| | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | Interest income | 2,384,036 | 2,632,484 | | Others | 3,149,198 | 3,205,824 | | | 5,533,234 | 5,838,308 |
| | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | Fair value gains/(losses) on financial assets at FVTPL | 25,565 | (73,451) | | Losses on disposal of property, plant and equipment, right-of-use assets and intangible assets | (14,566) | (17,704) | | (Losses)/Gains on disposal/deemed disposal of investments in subsidiaries, associates and joint ventures, net | (147,286) | 180,941 | | Interest income from financial assets at FVTPL | 85,809 | 30,337 | | Losses from derecognition of financial assets at FVTOCI | (134,561) | (68,835) | | Net foreign exchange gains/(losses) | 722,561 | (1,819,897) | | Others | 70,003 | (29,336) | | | 607,525 | (1,797,945) |
| | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | Employee benefit expenses | 2,304,965 | 2,216,064 | | Material cost | 1,021,106 | 737,394 | | Others | 1,487,932 | 1,386,747 | | | 4,814,003 | 4,340,205 |
Expenses included in cost of sales, research and development expenses, selling expenses and administrative and other operating expenses are analysed as follows:
| | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | Depreciation | | | | – Property, plant and equipment | 5,739,532 | 6,111,653 | | – Right-of-use assets | 110,997 | 89,305 | | | 5,850,529 | 6,200,958 | | Provision for/(Reversal of) impairment losses on assets, net | | | | – Inventories | 1,155,102 | 522,535 | | – Contract assets, net | (45,163) | (14,978) | | – Trade and other receivables, net | 131,798 | 267,717 | | | 1,241,737 | 775,274 | | Amortisation of intangible assets | 62,529 | 52,883 | | Auditor's remuneration | 6,300 | 4,960 | | Direct cost of inventories recognised as an expense | 44,700,164 | 49,436,298 | | Short-term lease charges | 133,939 | 179,128 |
| | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | Salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | 8,921,490 | 7,311,998 | | Share-based compensation expenses | 109,993 | 236,856 | | | 9,031,483 | 7,548,854 |
| | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | |---|---|---| | Interest expenses on borrowings | 808,155 | 1,087,632 | | Interest expenses on lease liabilities | 14,983 | 19,726 |
Current income tax ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Deferred income tax ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
PRC Enterprise Income Tax ("EIT") The income tax provision of certain PRC entities of the Group has been calculated at the statutory tax rate of 25% on the estimated assessable profits for the three months ended 31 March 2025 and 2024, based on the existing legislation, interpretations and practices in respect thereof. The preferential income tax rate applicable to certain subsidiaries of the Group within the scope of the China's Western Development Programme was 15% for the three months ended 31 March 2025 and 2024. Pursuant to the relevant laws and regulations in the PRC, certain PRC subsidiaries of the Group obtained the High and New Technology Enterprises qualification and benefit from a preferential tax rate of 15%. Pursuant to the relevant laws and regulations in the PRC, one of the PRC subsidiaries is a key software enterprise encouraged by the state, and it will be exempted from EIT from the first year to the fifth year from the year of profit, and the EIT will be taxed at 10% starting from the sixth year. The subsidiary recorded profit since 2022. Hong Kong Profits Tax The provision for Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits for the three months ended 31 March 2025 and 2024. Corporate income tax in other jurisdictions Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant countries. The income tax rates of the subsidiaries in Germany and Hungary are 30.175% to 32.975% and 11.3%, respectively for the three months ended 31 March 2025 and 2024.
11.
The final dividends of RMB45.53 per 10 shares (tax inclusive) in respect of the year ended 31 December 2024 were approved in 2024 Annual General Meeting of the Group on 8 April 2025. The final dividends have not been recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2024. The final dividends were paid on 22 April 2025. 12.
Basic EPS is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the three months ended 31 March 2025 and 2024, excluding treasury shares held for share schemes as these shares are not considered outstanding for EPS calculation purposes. The following table illustrates the earnings and share information used in the calculation of basic EPS: Three months ended 31 March
Profit attributable to owners of the Company used in calculating basic EPS (RMB'000) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Weighted average number of ordinary shares in issue (thousand shares) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
The share schemes granted by the Company and the subsidiaries have potential dilutive effect on the EPS. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding, excluding treasury shares held for share schemes, by the assumption of the conversion of all potential dilutive ordinary shares arising from share schemes (collectively forming the denominator for computing the diluted EPS). Three months ended 31 March
Profit attributable to owners of the Company used in calculating diluted EPS (RMB'000) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Weighted average number of ordinary shares used in calculating diluted EPS (thousand shares) ў ў ў ў ў ў ў ў ў ў ў ў
Weighted average number of ordinary shares in issue (thousand shares) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Adjustments for potential shares arising from share schemes (thousand shares) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
13.
Properties and buildings ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Machineryў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Transportation equipment ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Electronic equipment ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Special equipment ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Other equipment ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Exterior facilities and others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Construction in progress ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
At the beginning of the period ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Additions ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Disposals ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Share of results, netў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Share of other comprehensive income, net ў ў ў ў ў ў ў ў ў ў ў ў ў Exchange realignment ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
The carrying amounts of the properties and buildings amounted to RMB12,515,530,000 and RMB13,949,065,000 as at 31 March 2025 and 31 December 2024, respectively, are in the process of obtaining the property ownership certificates. The directors of the Company are of the opinion that the relevant certificates would be obtained in the near future, the Group is entitled to lawfully and validly occupy and use the buildings, and therefore the aforesaid matter did not have any significant impact on the Group's Interim Financial Information.
The Group has pledged certain property, plant and equipment with the following carrying amounts to secure borrowings granted to the Group. Details of the Group's assets pledged for the Group's borrowings are disclosed in Note 33 to the Interim Financial Information.
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Properties and buildings | 5,439,951 | 5,454,799 | | Machinery | 1,243,235 | 1,340,692 | | Construction in progress | 298,628 | 334,977 | | Total | 6,981,814 | 7,130,468 |
| | Three months ended 31 March 2025 RMB'000 (Unaudited) | Three months ended 31 March 2024 RMB'000 (Unaudited) | |---|---|---| | Properties and buildings | 854,685 | 654,277 | | Machinery | 4,337,941 | 4,950,106 | | Transportation equipment | 6,753 | 7,537 | | Electronic equipment | 103,010 | 98,711 | | Special equipment | 56,298 | 22,091 | | Other equipment | 32,410 | 35,187 | | Exterior facilities and others | 348,435 | 343,744 | | Total | 5,739,532 | 6,111,653 |
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Prepaid lease payments | 9,231,146 | 9,113,366 | | Leased properties and equipment | 846,028 | 889,995 | | Total | 10,077,174 | 10,003,361 |
Certain prepaid lease payments are pledged for the Group's borrowings, details are disclosed in Note 33 to the Interim Financial Information.
| | Three months ended 31 March 2025 RMB'000 (Unaudited) | Three months ended 31 March 2024 RMB'000 (Unaudited) | |---|---|---| | Prepaid lease payments | 59,780 | 51,833 | | Leased properties and equipment | 51,217 | 37,472 | | Total | 110,997 | 89,305 |
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Patent rights and non-patented technologies | 418,535 | 440,760 | | Software | 358,656 | 374,043 | | Mining and exploration rights | 4,425,865 | 4,428,905 | | Trademarks and domain names | 62,730 | 62,730 | | Total | 5,265,786 | 5,306,438 |
| | Three months ended 31 March 2025 RMB'000 (Unaudited) | Three months ended 31 March 2024 RMB'000 (Unaudited) | |---|---|---| | Patent rights and non-patented technologies | 23,514 | 25,697 | | Software | 35,975 | 21,258 | | Mining and exploration rights | 3,040 | 5,928 | | Total | 62,529 | 52,883 |
Certain intangible assets are pledged as security for the Group's borrowings, details are disclosed in Note 33 to the Interim Financial Information.
APPENDIX IA UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
| | Three months ended 31 March 2025 RMB'000 (Unaudited) | Three months ended 31 March 2024 RMB'000 (Unaudited) | |---|---|---| | At the beginning of the period | 53,327,031 | 48,967,835 | | Additions | 1,847,671 | 43,550 | | Disposals | (2,070,450) | (59,493) | | Share of results, net | 1,480,596 | 696,252 | | Share of other comprehensive income, net | 420,500 | 48,745 | | Share of non-controlling interest | 85,246 | – | | Gains on deemed disposal of investments in associates | – | 72,474 | | Change in other equity | 6,350 | – | | Dividends declared | – | (76) | | Exchange realignment | (21,253) | (11,586) | | Unrealised loss | (109,855) | – | | At the end of the period | 54,965,836 | 49,757,701 |
The Group's investments in associates mainly included the investments in CMOC Group Limited, which is a public listed company.
There was no other associate of the Group as at 31 March 2025 which, in the opinion of the directors, was material to the Group.
| | Three months ended 31 March 2025 RMB'000 (Unaudited) | Three months ended 31 March 2024 RMB'000 (Unaudited) | |---|---|---| | At the beginning of the period | | | | Additions | | | | Disposals | | | | Share of results, net | | | | Share of other comprehensive income, net | | | | Exchange realignment | | |
Investments in joint ventures of the Group are mainly included the investments in Fujian Contemporary Mindong New Energy Industry Equity Investment Partnership (Limited Partnership) and Fujian Contemporary Zeyuan Equity Investment Fund Partnership (Limited Partnership).
There was no joint venture of the Group as at 31 March 2025 which, in the opinion of the directors, was material to the Group.
17.
Current Equity investments at fair value (Note (a)) Wealth management products and structured deposits (Note (b))
18.
Financial assets at FVTPL comprise listed and unlisted equity securities which are held for trading.
The wealth management products are managed by licensed financial institutions to invest principally in certain financial assets.
Financial assets at FVTOCI comprise listed and unlisted equity investments which are not held for trading.
Certain bills held by the Group for the practice of discounting/endorsing to financial institutions/suppliers before the bills maturity date were classified as "trade and bills receivables measured at FVTOCI" under financial assets at FVTOCI in the condensed consolidated statement of financial position. As at 31 March 2025 and 31 December 2024, all the bills are with a maturity period of less than 12 months. The Group considers the credit risk is limited because counterparties are financial institutions with good credit standing and are highly likely to be paid, and the ECL are considered as insignificant.
19.
20.
Certain trade and bills receivables are pledged as security for the Group's borrowings, details are disclosed in Note 33 to the Interim Financial Information.
The aging analysis of trade receivables (based on date of revenue recognition), net of ECL allowance, is as follows:
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | 0 – 90 days | 53,652,242 | 59,868,001 | | 91 – 365 days | 5,838,654 | 3,850,339 | | Over 365 days | 691,533 | 417,170 | | | 60,182,429 | 64,135,510 |
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | At the beginning of the period/year | 2,640,892 | 2,044,923 | | ECL allowance recognised, net | 45,917 | 611,041 | | Written off | (76) | (13,998) | | Exchange realignment | (113) | (1,074) | | At the end of the period/year | 2,686,620 | 2,640,892 |
As at 31 March 2025 and 31 December 2024, all the Group's bills receivable are neither past due nor impaired. The Group expects that there is no significant credit risk associated with bills receivable since they are held with state-owned or reputable banks in the PRC. The directors do not expect that there will be any significant credit losses from non-performance by these counterparties. No provision for loss allowance was made during the three months ended 31 March 2025 and 2024.
21.
Contract assets ........................................ Less: ECL allowance ..............................
Contract assets primarily arise from the sales of battery-related business.
| | As at 31 March 2025 | As at 31 December 2024 | |---|---|---| | | RMB'000 (Unaudited) | RMB'000 | | Current | 37,088,532 | 27,834,446 | | Non-current | 5,215,845 | 5,400,795 | | | 42,304,377 | 33,235,241 |
The Group receives payments of the contract from customers based on billing schedule as set out in the contracts for providing new energy applications including EV batteries, ESS batteries, sales of battery materials and recycling.
| Non-current | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Deposits (Note) | 8,898,097 | 8,910,741 | | Finance lease receivables | 176,608 | 151,342 | | Prepayment on construction and equipment | 14,755,815 | 8,504,151 | | Prepayment for inventories (Note) | 1,355,144 | 1,732,644 | | Others | 127,713 | 127,947 | | | 25,313,377 | 19,426,825 |
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Current | | | | Deposits and other assets | 2,588,034 | 2,590,956 | | Prepayments | 7,417,713 | 5,969,685 | | Finance lease receivables | 78,040 | 72,972 | | Interest receivables | 6,088,565 | 5,268,637 | | Prepaid corporate income tax | 49,966 | 37,804 | | Other tax receivables | 7,236,913 | 6,199,640 | | Others | 482,308 | 49,021 | | Less: ECL allowance | (462,752) | (384,009) | | | 23,478,787 | 19,804,706 | | | 48,792,164 | 39,231,531 |
Note: As at 31 March 2025 and 31 December 2024, there are prepayment for inventories due from an associate of RMB1,355,144,000 and RMB1,732,644,000, respectively and deposits due from an associate of RMB8,898,097,000 and RMB8,910,741,000, respectively.
| | Stage 1 RMB'000 | Stage 2 RMB'000 | Stage 3 RMB'000 | Total RMB'000 | |---|---|---|---|---| | As at 1 January 2024 | 101,922 | – | 108,070 | 209,992 | | Provision | 243,737 | – | 17,748 | 261,485 | | Written off | (87,055) | – | – | (87,055) | | Exchange realignment | (413) | – | – | (413) | | As at 31 December 2024 and 1 January 2025 | 258,191 | – | 125,818 | 384,009 | | Provision | 85,881 | – | – | 85,881 | | Written off | (7,180) | – | – | (7,180) | | Exchange realignment | 42 | – | – | 42 | | As at 31 March 2025 | 336,934 | – | 125,818 | 462,752 |
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Cash flow hedge | | | | – Foreign exchange risk contracts | (643,542) | (1,813,628) | | – Commodity price risk contracts | 13,817 | (2,962) | | | (629,725) | (1,816,590) | | Fair value hedge | | | | – Foreign exchange risk contracts | (270,164) | (299,427) | | | (899,889) | (2,116,017) |
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Cash and cash equivalents | 286,300,836 | 270,159,734 | | Time deposits and restricted cash | 28,934,253 | 28,083,622 | | | 315,235,089 | 298,243,356 |
Certain restricted cash is pledged as security for the Group's borrowings, details are disclosed in Note 33 to the Interim Financial Information.
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Trade payables | | | | – that are not part of supplier finance arrangement ("SFA") | 63,910,539 | 67,757,752 | | – that are part of SFA (Note 31) | 47,343,432 | 44,362,409 | | Bills payable | 79,844,165 | 67,356,323 | | | 191,098,136 | 179,476,484 |
As at 31 March 2025 and 31 December 2024, there were no significant trade payables aged over 1 year (on invoice date basis).
Details of the Group's assets pledged for the Group's bills payable are disclosed in Note 33 to the Interim Financial Information.
| Non-current | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Deferred income | | | | Premium payables on acquiring mining rights | | |
Current Accrued expenses Construction and equipment payables Dividend payables Deposits received Employee benefits payables Other tax liabilities Premium payables on acquiring mining rights Others
| | As at 31 March 2025 | As at 31 December 2024 | |---|---|---| | | RMB'000 (Unaudited) | RMB'000 | | | 23,847,636 | 22,041,069 | | | 156,337 | 156,480 | | | 24,003,973 | 22,197,549 | | | 4,203,672 | 4,541,876 | | | 17,408,524 | 18,857,247 | | | – | 5,400,161 | | | 4,410,111 | 4,478,969 | | | 20,320,028 | 18,653,079 | | | 3,823,056 | 3,447,398 | | | 23,617 | 21,582 | | | 1,556,107 | 1,740,918 | | | 51,745,115 | 57,141,230 | | | 75,749,088 | 79,338,779 |
27.
| | As at 31 March 2025 | As at 31 December 2024 | |---|---|---| | | RMB'000 (Unaudited) | RMB'000 | | Pledged borrowings | 477,423 | 554,816 | | Mortgaged borrowings | 5,985,604 | 6,011,659 | | Mortgaged and guaranteed borrowings (Note) | 11,689,546 | 10,840,360 | | Guaranteed borrowings (Note) | 38,784,306 | 36,444,429 | | Credit borrowings | 58,960,736 | 62,215,700 | | Secured other borrowings | 1,545,957 | 1,483,457 | | Corporate bonds | 19,385,108 | 19,434,396 | | **Total borrowings** | **136,828,680** | **136,984,817** |
Less: current portion | Pledged borrowings | 42,903 | 97,159 | | Mortgaged borrowings | 959,026 | 958,614 | | Mortgaged and guaranteed borrowings (Note) | 1,014,975 | 881,289 | | Guaranteed borrowings (Note) | 3,365,670 | 2,968,507 | | Credit borrowings | 25,688,889 | 29,922,939 | | Secured other borrowings | 45,957 | 33,457 | | Corporate bonds | 7,470,896 | 7,511,773 | | | 38,588,316 | 42,373,738 | | | 98,240,364 | 94,611,079 |
As at 31 March 2025 and 31 December 2024, the borrowings bear effective interest rates from 1.80% to 5.28% and 1.74% to 5.48% per annum, respectively.
Note: The amounts were guaranteed by the Company and certain subsidiaries within the Group.
During the three months ended 31 March 2025 and 2024, the Group did not violate any financial covenants under the agreements of borrowings. The Group's borrowings were repayable as follows:
| | As at 31 March 2025 | As at 31 December 2024 | |---|---|---| | | RMB'000 (Unaudited) | RMB'000 | | Bank borrowings | | | | – Within 1 year | 31,071,463 | 34,828,508 | | – Over 1 year but within 2 years | 24,103,836 | 22,611,084 | | – Over 2 years but within 5 years | 38,946,464 | 36,384,553 | | – Over 5 years | 21,775,852 | 22,242,819 | | | 115,897,615 | 116,066,964 | | Other borrowings | | | | – Within 1 year | 45,957 | 33,457 | | – Over 2 years but within 5 years | 750,000 | 700,000 | | – Over 5 years | 750,000 | 750,000 | | | 1,545,957 | 1,483,457 | | Corporate bonds | | | | – Within 1 year | 7,470,896 | 7,511,773 | | – Over 1 year but within 5 years | 8,433,394 | 8,414,035 | | – Over 5 years | 3,480,818 | 3,508,588 | | | 19,385,108 | 19,434,396 | | **Total** | **136,828,680** | **136,984,817** |
28.
| | As at 31 March 2025 | As at 31 December 2024 | |---|---|---| | | RMB'000 (Unaudited) | RMB'000 | | Current | 183,934 | 182,379 | | Non-current | 571,789 | 662,814 | | **Total** | **755,723** | **845,193** |
The total cash outflows for the leases including short-term leases for the three months ended 31 March 2025 and 2024 were RMB151,741,000 and RMB183,185,000, respectively.
29.
| | As at 31 March 2025 | As at 31 December 2024 | |---|---|---| | | RMB'000 (Unaudited) | RMB'000 | | After-sale service fee | 41,717,471 | 39,070,181 | | Sale rebate | 31,653,143 | 32,721,170 | | Others | 136,966 | 135,592 | | **Total** | **73,507,580** | **71,926,943** |
30.
| | Three months ended 31 March | | |---|---|---| | Issued and fully paid: | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | | At the beginning of the period | 4,403,466 | 4,399,041 | | Shares issued under restricted stock incentive plan (Note (a)) | (71) | – | | **At the end of the period** | **4,403,395** | **4,399,041** | | Number of ordinary shares (in thousands) | 4,403,395 | 4,399,041 |
Paid-in capital/Nominal value of ordinary shares: At the beginning of the period Shares issued under restricted stock incentive plan (Note (a)) Repurchase of shares (Note (b))
| | 2025 | 2024 | | | RMB'000 (Unaudited) | RMB'000 (Unaudited) | | At the beginning of the period | 2,712,804 | 1,572,972 | | Shares issued under restricted stock incentive plan (Note (a)) | (1,412) | – | | Repurchase of shares (Note (b)) | – | 393,376 | | At the end of the period | 2,711,392 | 1,966,348 | | Number of treasury shares (in thousands) | 15,992 | 15,123 |
31.
On 24 February 2025, a total of 71,547 restricted shares granted in the 2019 Incentive Plan were cancelled, as participants have resigned or did not meet the performance requirements. Therefore, the share capital of RMB71,547, treasury stock of RMB1,412,293 and capital reserve of RMB1,340,746 were reduced.
For the three months ended 31 March 2024, a total of 2,522,718 A shares have been repurchased, and treasury stocks amounted to RMB393,376,247, including transaction cost of RMB98,338, therefore were recognised. The shares were repurchased with an average price of RMB155.93 per share.
The Group introduces a third-party supply chain information service platform to provide services to its suppliers with the Group's electronic debt certificates. The Group's payment obligations under the electronic debt certificates are unconditional and irrevocable, and unaffected by any commercial disputes between the parties involved in the transfer of the electronic debt certificates. The Group shall not claim set-off or raise any defense against the payment obligations. According to the business rules, the Group shall settle the amounts stated in the electronic debt certificates on the payment date. The electronic debt certificates are transferable and financially viable.
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Carrying amount of financial liabilities that are part of SFA | | | | Presented as part of: | | | | – Trade and bills payables (Note 25) | 47,343,432 | 44,362,409 | | Payments have been received by the suppliers from the finance providers: | | | | – Trade and bills payables | 34,349,583 | 33,088,172 |
The range of payment due dates for the liabilities presented as trade and bills payables that are part of SFA and those comparable trade payables that are not part of SFA had no significant changes. The payment days are generally within 90 days.
32.
The Group has executed guarantees with respect to loans and factoring to its significant related parties and third parties. Under the guarantees, the Group would be liable to pay the lender if the lender is unable to recover the loans and factoring. As at 31 March 2025 and 31 December 2024, the outstanding balance of the loans and factoring represents the Group's maximum exposure under the financial guarantee contract.
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Guarantees to related parties | | | | Original amount of loans and factoring | 3,352,313 | 3,354,506 | | Guarantee amount executed | 678,098 | 678,221 | | Outstanding balance of guarantee amount | 560,738 | 537,653 | | Guarantees to third parties | | | | Original amount of loans and factoring | 6,620,000 | 6,620,000 | | Guarantee amount executed | 10,512,000 | 10,512,000 | | Outstanding balance of guarantee amount | 3,796,000 | 3,796,000 |
33.
The Group's certain assets have been pledged to secure bills payable, borrowings and banking facilities granted to the Group. The carrying amounts of the pledged assets of the Group as at 31 March 2025 and 31 December 2024 are as follows:
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Property, plant and equipment | 6,981,814 | 7,130,468 | | Prepaid lease payments | 1,415,384 | 1,423,029 | | Intangible assets | 127,086 | 127,098 | | Trade and bills receivables | 170,314 | 132,403 | | Restricted cash | 23,548,994 | 23,339,555 | | **Total** | **32,243,592** | **32,152,553** |
34.
As at 31 March 2025 and 31 December 2024, capital commitments contracted but not provided for in the Interim Financial Information are as follows:
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Contracted, but not provided for, net of deposits | | | | – Property, plant and equipment | 15,086,741 | 11,268,941 |
As at 31 March 2025 and 31 December 2024, the Group's lease commitments for short-term leases are as follows:
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | Within one year | 420,182 | 353,690 |
35.
Other than as disclosed elsewhere in the Interim Financial Information, the Group entered into the following material related party transactions during the three months ended 31 March 2025 and 2024.
Ningde Times Ruili New Energy Technology Co., Ltd.* (寧德時代瑞立新能源科技有限公司) and its subsidiary ...... Ningde Times Shenglan Technology Co., Ltd.* (寧德時代盛藍科技有限公司) ...... Ningde Wenda Magnesium Aluminum Technology Co., Ltd.* (寧德文達鎂鋁科技有限公司) ...... Perennial Energy Holdings Limited and its subsidiaries ...... Qinghai Yanhu New Materials Technology Co., Ltd.* (青海鹽湖新材料科技有限公司) ...... Shenzhen Liwin Technology Co., Ltd.* (深圳立贏科技有限公司) ...... Suzhou Keli Technology Co., Ltd.* (蘇州可力科技有限公司) ...... Tianqi Lithium Corporation (天齊鋰業股份有限公司) and its subsidiaries ...... Tongwei Co., Ltd. (通威股份有限公司) and its subsidiaries ...... Weifang Nengkao New Energy Technology Co., Ltd.* (濰坊能考新能源科技有限公司) ...... Yunnan Lithium Nickel Resources Development Co., Ltd.* (雲南鋰鎳資源開發有限公司) ...... Zhejiang Huayou Cobalt Co., Ltd. (浙江華友鈷業股份有限公司) and its subsidiaries ......
Anmai Contemporary Intelligent Manufacturing (Ningde) Co., Ltd.* (安脈時代智能製造(寧德)有限公司) ...... AutoFlightx Inc. and its subsidiaries ...... Avita Technology (Chongqing) Co., Ltd.* (阿維塔科技(重慶)有限公司) ...... Beijing Kuche Yimei Network Technology Co., Ltd.* (北京酷車易美網絡科技有限公司) ...... Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰源新能源科技有限公司) and its subsidiaries ...... Changzhou Mengteng Intelligent Equipment Co., Ltd.* (常州孟騰智能裝備有限公司) ...... China Automotive Battery Research Institute Co., Ltd.* (國聯汽車動力電池研究院有限責任公司) ...... CMOC Group Limited (洛陽欒川鉬業集團股份有限公司) and its subsidiaries ...... Foshan Huapu Gas Technology Co., Ltd.* (佛山華普氣體科技有限公司) ...... Fujian Contemporary Nebula Technology Co., Ltd.* (福建時代星雲科技有限公司) ...... Fujian Hongda Contemporary Amperex Technology Co., Ltd.* (福建宏大時代新能源科技有限公司) ...... Fujian Ningde Zhixiang Unlimited Technology Co., Ltd.* (福建寧德智享無限科技有限公司) and its subsidiary ...... Fujian Yongfu Power Engineering Co., Ltd.* (福建永福電力設計股份有限公司) and its subsidiary ...... Ganghua Times Smart Energy Technology (Suzhou) Co., Ltd.* (港華時代智慧能源科技(蘇州)有限公司) ...... Geo Micro Devices (Xiamen) Co., Ltd.* (格威半導體(廈門)有限公司) ...... Guian New Area Zhongke Xingcheng Graphite Co., Ltd.* (貴安新區中科星城石墨有限公司) ...... Guizhou Phosphating New Energy Technology Co., Ltd.* (貴州磷化新能源科技有限責任公司) ...... Guoning Xinchu (Fujian) Technology Co., Ltd.* (國寧新儲(福建)科技有限公司) ...... Hangzhou Anmaisheng Intelligent Technology Co., Ltd.* (杭州安脈盛智能技術有限公司) and its subsidiary ...... Henan Yuexin Times New Energy Technology Co., Ltd.* (河南躍薪時代新能源科技有限公司) ...... Jiangxi Chunyou Lithium Industry Co., Ltd.* (江西春友鋰業有限公司) ...... Jiangxi Shenghua New Materials Co., Ltd.* (江西升華新材料有限公司) and its subsidiary ...... Newstride Technology Limited and its subsidiary ...... Ningde Huizhi Magnesium Aluminum Technology Co., Ltd.* (寧德匯智鎂鋁科技有限公司) formerly known as Ningde Wenda Magnesium Aluminum Technology Co., Ltd.* (寧德文達鎂鋁科技有限公司) ...... Ningde Times Kostar Technology Co., Ltd.* (寧德時代科士達科技有限公司) ......
| Name of related party | Relationship with the Group | |---|---| | Anmai Contemporary Intelligent Manufacturing (Ningde) Co., Ltd.* (安脈時代智能製造(寧德)有限公司) | An associate of the Group | | AutoFlightx Inc. and its subsidiaries | Associate of the Group from August 2024 | | Avita Technology (Chongqing) Co., Ltd.* (阿維塔科技(重慶)有限公司) | An associate of the Group | | Beijing Kuche Yimei Network Technology Co., Ltd.* (北京酷車易美網絡科技有限公司) | An associate of the Group | | Changzhou Liyuan New Energy Technology Co., Ltd. (常州鋰源新能源科技有限公司) and its subsidiaries | Associates of the Group | | Changzhou Mengteng Intelligent Equipment Co., Ltd.* (常州孟騰智能裝備有限公司) | An associate of the Group before February 2025 | | China Automotive Battery Research Institute Co., Ltd.* (國聯汽車動力電池研究院有限責任公司) | An associate of the Group | | CMOC Group Limited (洛陽欒川鉬業集團股份有限公司) and its subsidiaries | Associates of the Group | | Foshan Huapu Gas Technology Co., Ltd.* (佛山華普氣體科技有限公司) | An associate of the Group | | Fujian Contemporary Nebula Technology Co., Ltd.* (福建時代星雲科技有限公司) | An associate of the Group | | Fujian Hongda Contemporary Amperex Technology Co., Ltd.* (福建宏大時代新能源科技有限公司) | An associate of the Group | | Fujian Ningde Zhixiang Unlimited Technology Co., Ltd.* (福建寧德智享無限科技有限公司) and its subsidiary | Associates of the Group | | Fujian Yongfu Power Engineering Co., Ltd.* (福建永福電力設計股份有限公司) and its subsidiary | Associates of the Group | | Ganghua Times Smart Energy Technology (Suzhou) Co., Ltd.* (港華時代智慧能源科技(蘇州)有限公司) | An associate of the Group | | Geo Micro Devices (Xiamen) Co., Ltd.* (格威半導體(廈門)有限公司) | An associate of the Group | | Guian New Area Zhongke Xingcheng Graphite Co., Ltd.* (貴安新區中科星城石墨有限公司) | An associate of the Group | | Guizhou Phosphating New Energy Technology Co., Ltd.* (貴州磷化新能源科技有限責任公司) | An associate of the Group from April 2024 | | Guoning Xinchu (Fujian) Technology Co., Ltd.* (國寧新儲(福建)科技有限公司) | Associates of the Group | | Hangzhou Anmaisheng Intelligent Technology Co., Ltd.* (杭州安脈盛智能技術有限公司) and its subsidiary | An associate of the Group | | Henan Yuexin Times New Energy Technology Co., Ltd.* (河南躍薪時代新能源科技有限公司) | An associate of the Group | | Jiangxi Chunyou Lithium Industry Co., Ltd.* (江西春友鋰業有限公司) | Associates of the Group before August 2024 | | Jiangxi Shenghua New Materials Co., Ltd.* (江西升華新材料有限公司) and its subsidiary | Associates of the Group | | Newstride Technology Limited and its subsidiary | An associate of the Group | | Ningde Huizhi Magnesium Aluminum Technology Co., Ltd.* (寧德匯智鎂鋁科技有限公司) formerly known as Ningde Wenda Magnesium Aluminum Technology Co., Ltd.* (寧德文達鎂鋁科技有限公司) | An associate of the Group | | Ningde Times Kostar Technology Co., Ltd.* (寧德時代科士達科技有限公司) | An associate of the Group |
Ningxiang Jinli-Brunp Environmental Technology Co., Ltd.* (寧鄉金鋰邦普環保科技有限公司) ······················ An associate of the Group
PT. QMB New Energy Materials (青美邦新能源材料有限公 司) and its subsidiary ······························· Associates of the Group
Qujing Lintie Technology Co., Ltd.* (曲靖市麟鐵科技有限公 司) and its subsidiary ······························· Associates of the Group
Shandong Genyuan New Materials Co., Ltd.* (山東亘元新材 料股份有限公司) and its subsidiaries ················· Associates of the Group
Shanghai Core Times New Energy Technology Co., Ltd.* (上海芯時代新能源科技有限公司) ···················· An associate of the Group
Shanghai Jieneng Zhidian New Energy Technology Co., Ltd.* (上海捷能智電新能源科技有限公司) ············ An associate of the Group
Shanghai Qiyuanxin Power Technology Co., Ltd.* (上海啟源 芯動力科技有限公司) ································ An associate of the Group
Shanghai Shanshan Lithium Battery Material Technology Co., Ltd.* (上海杉杉鋰電材料科技有限公司) and its subsidiaries ········································· Associates of the Group
Shenzhen Gecko New Energy Vehicle Technology Co., Ltd.* (深圳壁虎新能源汽車科技有限公司) ·················· An associate of the Group
Shenzhen Geesun Intelligent Technology Co., Ltd. (深圳吉陽 智能科技有限公司) and its subsidiaries ················ Associates of the Group
Shenzhen Shengde New Energy Technology Co., Ltd.* (深圳 盛德新能源科技有限公司) and its subsidiary ·········· Associates of the Group
Times Guangqi Power Battery Co., Ltd.* (廣汽時代動力電池 系統有限公司) ······································· An associate of the Group
Times Smart Technology (Fujian) Co., Ltd.* (時代智慧科技 (福建)有限公司) and its subsidiary ··················· Associates of the Group
United Auto Battery System Co., Ltd. (上汽時代動力電池系 統有限公司) ········································· An associate of the Group
Wuxi Lead Intelligent Equipment Co., Ltd. (無錫先導智能裝 備股份有限公司) and its subsidiaries ·················· Associates of the Group before March 2025
Xiamen Xinnengda Technology Co., Ltd.* (廈門新能達科技 有限公司) and its subsidiary ························· Associates of the Group
Yibin Tianyi Lithium Technology Innovation Co., Ltd. (宜賓市天宜鋰業科創有限公司) and its subsidiary ···· An associate of the Group
Yichun Longpan Era Lithium Industry Technology Co., Ltd.* (宜春龍蟠時代鋰業科技有限公司) ···················· Associates of the Group
Yifeng Huaqiao Yongtuo Mining Co., Ltd.* (宜豐縣花橋永拓 礦業有限公司) and its subsidiary ····················· A joint venture of the Group
Chengdu Electric Service Trading Investment Energy Technology Co., Ltd.* (成都電服交投能源科技有限公司) · A joint venture of the Group
Jinjiang Min Investment Electric Power Storage Technology Co., Ltd.* (晉江閩投電力儲能科技有限公司) ·········· Joint ventures of the Group
Shanghai Kuaibu New Energy Technology Co., Ltd.* (上海快卜新能源科技有限公司) and its subsidiary ····· A related company controlled by a close member of the key management personnel of the Company before December 2024
Hainan Yi'an Business Consulting Co., Ltd.* (海南亦安商務 諮詢有限公司) ······································· A related company controlled by a close member of the key management personnel of the Company before December 2024
| | Three months ended 31 March | | |---|---|---| | | 2025 RMB'000 (Unaudited) | 2024 RMB'000 (Unaudited) | | **Sales transactions** | | | | – Associates | 1,318,925 | 1,764,084 | | – Joint ventures | 9,012 | 2,786 | | – A related company or key management personnel | – | 12 | | | 1,327,937 | 1,766,882 | | **Procurement transactions** | | | | – Associates | 6,718,840 | 5,035,944 | | – Joint ventures | 635 | – | | – A related company or key management personnel | – | 250 | | | 6,719,475 | 5,036,194 |
| | As at 31 March 2025 RMB'000 (Unaudited) | As at 31 December 2024 RMB'000 | |---|---|---| | **Amounts due from related parties** | | | | Trade and bills receivables | | | | – Associates | 1,488,127 | 1,922,006 | | – Joint ventures | 21,227 | 28,021 | | Contract assets | | | | – Associates | 1,973 | 1,974 | | Prepayments, deposits and other assets | | | | – Associates | 13,113,857 | 13,568,530 | | – Joint ventures | 2,159 | 545 | | | 14,627,343 | 15,521,076 | | **Amounts due to related parties** | | | | Trade and bills payables | | | | – Associates | 5,219,582 | 4,979,245 | | – Joint ventures | 314 | 388 | | Contract liabilities | | | | – Associates | 122,583 | 136,215 | | – Joint ventures | 60,106 | 17,213 | | Other payables and accruals | | | | – Associates | 554,008 | 2,626,402 | | – Joint ventures | 1,411 | 5,423 | | | 5,958,004 | 7,764,886 |
注：应收贸易及票据款项、合同资产、预付款项、押金及其他与建筑和设备付款相关的资产、应付贸易及票据款项、合同负债及其他应付款项和应计费用均属于贸易性质。
截至2025年3月31日及2024年12月31日，余下应收余额分别为人民币1.42亿元及人民币1.28亿元，主要与投资活动相关，属于非贸易性质，无抵押，且预期在本公司H股于联交所主板完成首次上市前不会结清。
第一级：在活跃市场中相同资产和负债的（未经调整的）报价。
第二级：第一级报价以外的输入值，对该资产或负债可直接或间接观察，且不使用重要不可观察输入值。
第三级：对该资产或负债的重要不可观察输入值。
金融资产或负债被整体归类于公允价值层级中的某一级别，以对公允价值计量具有重要意义的最低级别的输入值为基础。
| | 第一级 RMB'000 | 第二级 RMB'000 | 第三级 RMB'000 | 合计 RMB'000 | |---|---|---|---|---| | **金融资产** | | | | | | 以公允价值计入损益的金融资产 | | | | | | — 按公允价值计量的股权投资 | 410,148 | – | 3,138,747 | 3,548,895 | | — 理财产品及结构性存款 | – | 21,011,512 | – | 21,011,512 | | 以公允价值计入其他综合收益的金融资产 | | | | | | — 按公允价值计量的股权投资 | 5,635,216 | – | 5,950,359 | 11,585,575 | | — 以公允价值计入其他综合收益计量的应收贸易及票据款项 | – | 43,910,963 | – | 43,910,963 | | | 6,045,364 | 64,922,475 | 9,089,106 | 80,056,945 | | **金融负债** | | | | | | 衍生金融工具 | 899,889 | – | – | 899,889 |
| | 第一级 RMB'000 | 第二级 RMB'000 | 第三级 RMB'000 | 合计 RMB'000 | |---|---|---|---|---| | **金融资产** | | | | | | 以公允价值计入损益的金融资产 | | | | | | — 按公允价值计量的股权投资 | – | – | 3,135,658 | 3,135,658 | | — 理财产品及结构性存款 | – | 14,282,253 | – | 14,282,253 | | 以公允价值计入其他综合收益的金融资产 | | | | | | — 按公允价值计量的股权投资 | 6,141,783 | – | 5,759,118 | 11,900,901 | | — 以公允价值计入其他综合收益计量的应收贸易及票据款项 | – | 53,309,701 | – | 53,309,701 | | | 6,141,783 | 67,591,954 | 8,894,776 | 82,628,513 | | **金融负债** | | | | | | 衍生金融工具 | 2,116,017 | – | – | 2,116,017 |
于截至2025年3月31日及2024年3月31日止三个月内，第一级、第二级及第三级之间并无转移。
| | 第一级 | 第二级 | 第三级 | | | | | |---|---|---|---|---|---|---|---| | | 上市股权投资（以公允价值计入损益） RMB'000 | 上市股权投资（以公允价值计入其他综合收益） RMB'000 | 衍生金融工具 RMB'000 | 理财产品及结构性存款 RMB'000 | 以公允价值计入其他综合收益计量的应收贸易及票据款项 RMB'000 | 非上市股权投资（以公允价值计入损益） RMB'000 | 非上市股权投资（以公允价值计入其他综合收益） RMB'000 | |---|---|---|---|---|---|---|---| | 于2025年1月1日 | – | 6,141,783 | (2,116,017) | 14,282,253 | 53,309,701 | 3,135,658 | 5,759,118 | | 新增 | 410,148 | – | – | 6,706,783 | – | – | 62,086 | | 处置 | – | (86,045) | – | (9,400,472) | – | – | – | | 公允价值（亏损）/收益，净额 | – | (418,947) | 1,216,128 | 1,734 | 3,089 | 129,343 | (188) | | 其他 | – | (1,575) | – | – | – | – | – | | **于2025年3月31日（未经审核）** | **410,148** | **5,635,216** | **(899,889)** | **21,011,512** | **43,910,963** | **3,138,747** | **5,950,359** | | 于2024年1月1日 | – | 2,816,190 | (37,400) | 9,553,728 | 56,261,864 | 2,772,704 | 9,261,140 | | 新增 | – | 30,000 | – | – | 159,000 | 1,009,945 | – | | 处置 | – | – | – | – | – | – | – | | 公允价值（亏损）/收益，净额 | – | (73,486) | (424,435) | 22,476 | 7,767 | 35 | – | | 其他 | – | (428,052) | 34,934 | – | – | – | – | | **于2024年3月31日（未经审核）** | **–** | **4,033,185** | **(4,754,754)** | **(813,344)** | **166,802** | **55,289,319** | **131,847** |
The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company per Share as at 31 December 2024 is calculated based on 4,505,441,799 Shares in issue as at 31 December 2024 (comprising 4,387,547,299 A Shares and 117,894,500 H Shares to be issued under the Global Offering) and the unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company of approximately RMB270,822,575,000.
本集团归属于公司股东的每股未经审核备考经调整合并有形资产净值，是在前述各段所述调整基础上，以4,505,297,887股股份（即截至2024年12月31日已发行的4,403,466,458股股份，扣除截至2024年12月31日的16,063,071股库存股，加上117,894,500股发售股份）已发行为基础计算得出，前提假设全球发售已于2024年12月31日完成，但不考虑本公司行使发售规模调整选择权及超额配股权可能配发及发行的任何股份、本公司因行使股份激励计划项下可能授予的任何期权而可能发行的任何股份，或本公司可能发行或回购的任何股份。
截至2024年12月31日，本集团归属于公司股东的未经审核备考经调整合并有形资产净值，并未就2024年12月31日后本集团发生的任何交易结果或其他事项作出调整。特别地，本集团归属于公司股东的未经审核备考经调整合并有形资产净值并未考虑已于2025年4月8日经股东批准的人民币19,975,848,000元股息派付。倘该股息宣派于2024年12月31日入账，则本集团归属于公司股东的每股未经审核备考经调整合并有形资产净值将为每股港币59.94元。
就本未经审核备考经调整合并有形资产净值报表而言，人民币金额换算为港币金额采用的汇率为人民币0.92891兑港币1.00元。本文件并不就人民币金额已经、可以或能够按上述汇率兑换为港币（或反之亦然）作出任何陈述。
附录二 B.
以下为本公司申报会计师——香港注册会计师事务所致同（香港）会计师事务所有限公司就本集团为纳入本招股章程而编制的未经审核备考财务资料所出具的报告全文。
我们已完成鉴证工作，就宁德时代新能源科技股份有限公司（「本公司」）及其附属公司（统称「本集团」）董事（「董事」）仅供说明目的而编制的未经审核备考财务资料出具报告。未经审核备考财务资料包括截至2024年12月31日的未经审核备考经调整合并有形资产净值报表及相关附注，载于本公司于2025年5月12日刊发的招股章程（「招股章程」）附录二第II-1至II-2页。董事据以编制未经审核备考财务资料所依据的适用标准载于招股章程附录二第II-1至II-2页。
未经审核备考财务资料由董事编制，旨在说明本公司于香港联合交易所有限公司进行的H股全球发售（「全球发售」）对本集团截至2024年12月31日财务状况的影响，假设全球发售于2024年12月31日已完成。在此过程中，董事从本集团截至2024年12月31日止年度财务资料中提取了有关本集团财务状况的资料，该财务资料已刊发会计师报告。
董事负责按照香港联合交易所有限公司《证券上市规则》（「上市规则」）第4.29条，并参照香港会计师公会（「香港会计师公会」）颁布的《会计指引第7号——编制纳入投资通函的备考财务资料》（「AG 7」），编制未经审核备考财务资料。
我们已遵守香港会计师公会颁布的《专业会计师职业道德守则》中的独立性及其他道德规定，该守则建立于诚信、客观、专业能力与应有谨慎、保密及专业行为等基本原则之上。
本事务所采用香港会计师公会颁布的香港质量管理准则第1号《对财务报表执行审计或审阅，或其他鉴证或相关服务业务的事务所的质量管理》，该准则要求事务所设计、实施和运营质量管理体系，包括有关遵守道德规定、专业准则及适用法律法规要求的政策或程序。
我们的责任是按照《上市规则》第4.29(7)条的要求，就未经审核备考财务信息发表意见，并向您报告我们的意见。对于我们此前就编制未经审核备考财务信息所用任何财务信息所出具的报告，我们所承担的责任不超过我们在该等报告出具之日对报告收件方所负有的责任，对于其他任何方面，我们不承担任何责任。
我们按照香港会计师公会颁布的香港鉴证业务准则第3420号《就招股章程所载备考财务信息的编制出具报告的鉴证业务》开展本业务。该准则要求申报会计师计划并执行程序，以获取合理保证，确认董事是否已按照《上市规则》第4.29条及参照香港会计师公会颁布的审计指引第7号编制未经审核备考财务信息。
就本业务而言，我们不负责更新或重新出具编制未经审核备考财务信息所用任何历史财务信息的报告或意见，在本业务过程中，我们亦未对编制未经审核备考财务信息所用财务信息进行审计或审阅。
招股章程所载未经审核备考财务信息的目的，仅在于说明重大事件或交易对本集团未经调整财务信息的影响，假设该事件已发生或该交易已于为说明目的而选定的较早日期完成。因此，我们不就全球发售于2024年12月31日的实际结果与所呈列结果相符提供任何保证。
就未经审核备考财务信息是否已按适用标准妥善编制出具报告的合理保证业务，须执行程序以评估董事在编制未经审核备考财务信息时所采用的适用标准是否为呈列直接归因于该事件或交易的重大影响提供了合理基础，并就以下事项获取充分、适当的证据：
• 未经审核备考财务信息是否反映了将上述调整妥善运用于未经调整财务信息的情况。
所选择的程序取决于申报会计师的判断，并须考虑申报会计师对本集团性质、编制未经审核备考财务信息所涉及的事件或交易，以及其他相关业务情况的了解。
本业务还涉及对未经审核备考财务信息整体呈列方式的评估。
我们相信，我们所获取的证据充分、适当，足以为我们的意见提供基础。
(c) 该等调整就根据《上市规则》第4.29(1)条所披露的未经审核备考财务信息而言是适当的。
TAXATION OF SECURITY HOLDERS Income tax and capital gains tax of holders of the H shares is subject to the laws and practices of mainland China and of jurisdictions in which holders of the H shares are resident or otherwise subject to tax. The following summary of certain relevant taxation provisions is based on current laws and practices, and has not taken into account the expected change or amendment to the relevant laws and policies and does not constitute any opinion or advice. The discussion does not deal with all possible tax consequences relating to an investment in the H shares, nor does it take into account the specific circumstances of any particular investor, some of which may be subject to special regulations. Accordingly, you should consult your own tax advisors regarding the tax consequences of an investment in the H shares. The discussion is based upon laws and relevant interpretations in effect as of the Latest Practicable Date, all of which are subject to change or adjustment and may have retrospective effect.
This discussion does not address any aspects of mainland China taxation other than income tax, capital gains tax and profits tax, sales tax, VAT, stamp duty and estate duty. Prospective investors are urged to consult their financial advisors regarding mainland China and elsewhere tax consequences of owning and disposing of the H shares.
Pursuant to the Individual Income Tax Law of the PRC (《中華人民共和國個人所得稅法》), or the Individual Income Tax Law, lastly amended by the Standing Committee of the National People's Congress (SCNPC) on 31 August 2018 and effective on 1 January 2019, and the Implementation Rules of the Individual Income Tax Law of the PRC (《中華人民共和國個人所得稅法實施條例》) lastly amended by the State Council on 18 December 2018 and effective on 1 January 2019, dividends paid by mainland China companies to individual investors are ordinarily subject to a withholding income tax levied at a flat rate of 20%. Meanwhile, according to the Notice on Issues Concerning Differentiated Individual Income Tax Policies on Dividends and Bonus of Listed Companies (《關於上市公司股息紅利差異化個人所得稅政策有關問題的通知》) jointly issued by the Ministry of Finance (MOF), the State Administration of Taxation (SAT) and the China Securities Regulatory Commission (CSRC) on 7 September 2015 and effective on 8 September 2015, where an individual holds the shares of a listed company obtained from the public offering and market transfer, if the holding period is more than one year, the dividends and bonus income shall be temporarily exempted from individual income tax. Where an individual holds shares of a listed company from the public offering and market transfer, if the holding period is within one month (inclusive), the dividend income shall be included in the taxable income in full; if the holding period is more than one month but less than one year (inclusive), the dividend income shall be included in the taxable income at the rate of 50%; the aforesaid income shall be subject to individual income tax at a uniform rate of 20%.
根据2006年8月21日签订的《内地和香港特别行政区关于对所得避免双重征税和防止偷漏税的安排》（以下简称"《避免双重征税安排》"），政府可对内地公司向香港居民（包括自然人及法人）派发的股息征税，但该税款不得超过应付股息总额的10%。若香港居民直接持有内地公司25%或以上的股权，且该香港居民为股息的受益所有人并符合其他条件，则该税款不得超过内地公司应付股息总额的5%。国家税务总局发布的《国家税务总局关于<内地和香港特别行政区关于对所得避免双重征税和防止偷漏税的安排>第五议定书》（以下简称"《第五议定书》"）于2019年12月6日起生效，规定上述条款不适用于以获取该等税收优惠为主要目的之一的安排或交易。
根据全国人民代表大会常务委员会最后修订并于2018年12月29日起生效的《企业所得税法》，以及国务院于2024年12月6日最后修订并于2025年1月20日起生效的《中华人民共和国企业所得税法实施条例》（以下简称"《企业所得税法实施条例》"），非居民企业就来源于中国内地的所得（包括在香港发行并上市的中国居民企业向其派发的股息）须缴纳10%的企业所得税，前提是该非居民企业在内地未设立机构、场所，或虽在内地设立机构、场所，但上述来源于内地的所得与该机构、场所无实际联系。非居民企业应缴纳的上述所得税须在来源处预扣，付款方为扣缴义务人，扣缴义务人应在每次支付或到期应支付时从该款项中代扣代缴税款。根据适用的避免双重征税协定，上述税款可予以减免。
根据国家税务总局于2008年11月6日发布并生效的《关于中国居民企业向境外H股非居民企业股东派发股息代扣代缴企业所得税有关问题的通知》，中国居民企业须按10%的统一税率，就向持有H股的非中国居民企业股东派发的源自2008年以后利润的股息代扣代缴企业所得税。国家税务总局于2009年7月24日颁布并于同日生效的《关于非居民企业取得B股等股票股息征收企业所得税问题的批复》进一步规定，在内地及境外证券交易所通过发行股票上市的中国居民企业，须就2008年及以后年度的股息按10%的统一税率代扣代缴企业所得税。
aforementioned income tax payable by non-PRC resident enterprises is subject to source withholding, and the payer is the withholding agent. The tax shall be withheld by the withholding agent from the payment or due payment every time it is paid or due. Such tax may be reduced or exempted under the applicable tax treaties or arrangements on the avoidance of double taxation.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》) promulgated by the MOF, the SAT and the CSRC on 31 October 2014 and effective on 17 November 2014, transfer spread income derived by enterprises in mainland China from stock investment listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect shall be included in their total income and subject to EIT according to law. For dividends and bonuses received by individual investors in mainland China from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the H-share companies shall apply to CSDCC for providing the register of individual investors in mainland China to the H-share companies and withhold individual income tax at the rate of 20% on behalf of the H-share companies.
Pursuant to the Announcement on Extending the Implementation of the Individual Income Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect and the Mainland-Hong Kong Mutual Recognition of Funds (《關於延續實施滬港、深港股票市場交易互聯互通機制和內地與香港基金互認有關個人所得稅政策的公告》) which was promulgated by the MOF, the SAT and the CSRC on 21 August 2023 and implemented on the same day, the transfer spread income derived by individual investors in mainland China from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect shall be exempted from individual income tax from 5 December 2019 to 31 December 2027.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》), dividends derived by enterprise investors in mainland China from investing in shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect are included in their total income and subject to EIT according to law. Pursuant to which, dividend income obtained by resident enterprises in mainland China from holding H shares for 12 consecutive months shall be exempted from EIT according to law. H-share companies shall not withhold income tax on dividends and bonus income for enterprise investors in mainland China. The tax payable shall be declared and paid by the enterprise itself.
根据财政部、国家税务总局及证监会于2016年11月5日颁布、2016年12月5日生效的《关于深港股票市场交易互联互通机制试点有关税收政策的通知》，内地企业投资者通过深港股票市场交易互联互通机制投资在香港联合交易所上市的股票取得的转让价差收入，应并入其收入总额，依法缴纳企业所得税。内地个人投资者通过深港股票市场交易互联互通机制投资香港联合交易所上市H股取得的股息红利，H股公司应向中国证券登记结算有限责任公司申请提供内地个人投资者名册，并代扣20%的个人所得税。
根据财政部、国家税务总局及证监会于2019年12月4日颁布、2019年12月5日生效的《关于继续执行沪港、深港股票市场交易互联互通机制和内地与香港基金互认有关个人所得税政策的公告》，以及于2023年8月21日颁布并于同日起施行的《关于延续实施沪港、深港股票市场交易互联互通机制和内地与香港基金互认有关个人所得税政策的公告》，内地个人投资者通过深港股票市场交易互联互通机制投资香港联合交易所上市股票取得的转让价差收入，自2019年12月5日至2027年12月31日期间免征个人所得税。
根据《关于深港股票市场交易互联互通机制试点有关税收政策的通知》，内地企业投资者通过深港股票市场交易互联互通机制投资香港联合交易所上市股票取得的股息红利，应并入其收入总额，依法缴纳企业所得税。其中，内地居民企业连续持有H股满12个月取得的股息红利所得，依法免征企业所得税。H股公司无需就向内地企业投资者支付的股息红利代扣所得税，相关税款应由企业自行申报缴纳。
根据全国人民代表大会常务委员会于2021年6月10日颁布、2022年7月1日起施行的《中华人民共和国印花税法》，非内地投资者在内地以外买卖H股，不适用《中华人民共和国印花税法》的相关规定。
根据内地现行法律，内地目前未征收遗产税。
根据企业所得税法，在中国内地境内的企业和其他取得收入的组织（以下合称"企业"）为企业所得税的纳税人，应依照企业所得税法的规定缴纳企业所得税。企业所得税税率为25%。
企业分为居民企业和非居民企业。非居民企业在中国内地未设立机构、场所，或虽设立机构、场所但取得的收入与其机构、场所没有实际联系的，应就其来源于中国内地境内的收入缴纳企业所得税，并由付款方作为扣缴义务人在每次付款或应付款时代扣代缴。同时，上述投资者转让股份所取得的收益，如被认定为来源于中国内地境内的财产转让所得，亦须缴纳企业所得税，并由扣缴义务人在来源处代扣代缴。
根据国务院于2017年11月19日最新修订、并于同日起施行的《中华人民共和国增值税暂行条例》，以及财政部于2011年10月28日最新修订、2011年11月1日起施行的《中华人民共和国增值税暂行条例实施细则》，中国内地境内从事销售货物、提供加工、修理修配劳务及进口货物的所有单位和个人均须缴纳增值税。纳税人销售或进口货物，除上述条例另有规定外，税率一般为17%。
Domestic companies shall register the basic information of their overseas listing with the banks of their domicile (hereinafter referred to as "account banks") before they receive the proceeds from overseas listing or conduct cross-border activities related to overseas listing.
Domestic companies shall open a dedicated foreign exchange account for overseas listing (hereinafter referred to as "dedicated account") at the account bank to receive the proceeds from overseas listing, and shall open a special RMB deposit account in accordance with relevant regulations if they need to settle foreign exchange.
Domestic companies may use the proceeds from overseas listing to make overseas payments directly from the dedicated account in accordance with relevant regulations on payment, without the need to go through the verification and approval procedures of the SAFE and its branches.
Domestic companies that need to remit the proceeds from overseas listing into mainland China shall go through the procedures for inward remittance from the dedicated account in accordance with relevant regulations.
Domestic companies shall register with the SAFE and its branches for changes within 20 working days if there are any changes in the registered basic information.
For the management of other foreign exchange revenues and expenditures related to overseas listing of domestic companies, the relevant regulations shall apply.
Pursuant to the Circular of the SAFE on Reforming the Management Approach for Settlement of Foreign Exchange Capital of Foreign-invested Enterprises (《國家外匯管理局 關於改革外商投資企業外匯資本金結匯管理方式的通知》) (Hui Fa [2015] No. 19), issued by the SAFE on 30 March 2015 and effective on the same day, a foreign-invested enterprise may settle its foreign exchange capital on a discretionary basis (the discretionary settlement proportion being temporarily set at 100%). The settled RMB funds shall be used within the business scope of the foreign-invested enterprise and shall not be used for the following purposes: (i) directly or indirectly used for expenditures beyond the business scope of the enterprise or expenditures prohibited by relevant national laws and regulations; (ii) directly or indirectly used for investment in securities unless otherwise provided by law; (iii) used to make loans to non-affiliated enterprises unless otherwise permitted by the business scope; or (iv) used to purchase non-self-use real estate (except for foreign-invested real estate enterprises).
Pursuant to the Circular on Further Simplifying and Improving Direct Investment Foreign Exchange Administration Policies (《關於進一步簡化和改進直接投資外匯管理政策的通知》) (Hui Fa [2015] No. 13), issued by the SAFE on 13 February 2015 and effective on 1 June 2015, the administrative approval of the SAFE and its branches on foreign exchange registration for direct investment shall be canceled, and banks shall directly handle the foreign exchange registration for direct investment. Where a domestic resident (including a domestic institution and a domestic individual) makes an investment to an overseas company directly or indirectly through an overseas special purpose vehicle, such domestic resident shall first register with the SAFE or its branch (Hui Fa [2014] No. 37).
Pursuant to the Notice on Improving the Reform of Foreign Exchange Settlement of Capital Funds and Perfecting Authenticity and Compliance Review of Related Business (《關於優化外匯資本金結匯業務流程及完善真實合規性審核的通知》) (Hui Zong Fa [2022] No. 28), issued by the SAFE on 25 April 2022 and effective on the same day, the SAFE further clarified and perfected the relevant policies and procedures for the settlement of foreign exchange capital of foreign-invested enterprises, cross-border loan settlement, and overseas listing fund settlement.
This Appendix summarizes certain aspects of the laws and regulations of Mainland China which are relevant to our Company's operations and business. Laws and regulations relating to taxation in Mainland China are discussed separately in "Appendix III — Taxation and Foreign Exchange" to this prospectus. This Appendix also contains a summary of laws and regulatory provisions of the PRC Company Law. The principal objective of this summary is to provide potential investors with an overview of the principal laws and regulatory provisions applicable to our Company. This summary is not intended to include all the information which is important to the potential investors. For a discussion of laws and regulations which are relevant to our Company's business, see "Regulatory Overview" in this prospectus.
The legal system of mainland China is based on the Constitution of the PRC (《中華人民共和國憲法》), or the "Constitution," and is made up of written laws, administrative regulations, local regulations, separate regulations, rules and regulations of departments of the State Council, rules and regulations of local governments, autonomous regulations, separate regulations of autonomous regions, special administrative region laws and international treaties and other regulatory documents signed by the PRC government. Court decisions do not constitute binding precedents, although they are used for the purposes of judicial reference and guidance.
According to the Constitution and the Legislation Law of the PRC (《中華人民共和國立法法》), or the "Legislation Law," lastly amended by NPC on March 13, 2023 and effective on March 15, 2023, the NPC and the SCNPC are empowered to exercise the legislative power of the State. The NPC has the power to formulate and amend basic laws governing criminal and civil matters, state organs and other matters. The SCNPC is empowered to formulate and amend laws other than those required to be enacted by the NPC and to supplement and amend any parts of laws enacted by the NPC during the adjournment of the NPC, provided such supplements and amendments are not in conflict with the basic principles of such laws.
The State Council is the highest organ of state administration and has the power to formulate administrative regulations based on the Constitution and laws. The people's congresses of provinces, autonomous regions and municipalities and their respective standing committees may formulate local regulations based on the specific circumstances and actual needs of their respective administrative areas, provided that such local regulations do not contravene any provisions of the Constitution, laws or administrative regulations. The people's congresses of cities divided into districts and their standing committees may formulate local regulations on matters such as urban and rural construction and management, environmental protection and historical and cultural protection based on the specific circumstances and actual needs of such cities, provided that such local regulations do not contravene any provision of the Constitution, laws, administrative regulations and local regulations of such provinces or autonomous regions. Where laws have other stipulations on matters of local regulations formulated by cities divided into districts, such stipulations shall prevail. The local regulations of cities divided into autonomous regions shall be submitted for approval before implementation.
省、自治区人民代表大会常务委员会对报请批准的地方性法规，应当对其合法性进行审查，发现其同本省、自治区的法律、行政法规及地方性法规相抵触的，应当作出处理，在四个月内予以批准。民族自治地方的人民代表大会有权根据当地民族的政治、经济和文化特点，制定自治条例和单行条例。国务院各部、委员会、中国人民银行、审计署和具有行政管理职能的直属机构，可以根据法律和国务院的行政法规、决定、命令，在本部门的权限范围内，制定规章。
宪法具有最高的法律效力，一切法律、行政法规、地方性法规、自治条例和单行条例、规章都不得同宪法相抵触。法律的效力高于行政法规、地方性法规、规章。行政法规的效力高于地方性法规、规章。省、自治区的人民政府制定的规章的效力高于本行政区域内的设区的市、自治州的人民政府制定的规章。
全国人民代表大会有权撤销全国人民代表大会常务委员会制定的同宪法相抵触的法律，撤销全国人民代表大会常务委员会批准的违背宪法和立法法规定的自治条例和单行条例。全国人民代表大会常务委员会有权撤销同宪法和法律相抵触的行政法规，撤销同宪法、法律和行政法规相抵触的地方性法规，撤销省、自治区、直辖市的人民代表大会常务委员会批准的违背宪法和立法法规定的自治条例和单行条例。国务院有权改变或者撤销不适当的部门规章和地方政府规章。省、自治区、直辖市的人民代表大会有权改变或者撤销它的常务委员会制定的和批准的不适当的地方性法规。地方人民代表大会常务委员会有权撤销本级人民政府制定的不适当的规章。省、自治区的人民政府有权改变或者撤销下一级人民政府制定的不适当的规章。
根据《宪法》和《立法法》，法律解释权属于全国人民代表大会常务委员会。根据全国人民代表大会常务委员会于1981年6月10日通过并生效的《全国人民代表大会常务委员会关于加强法律解释工作的决议》，全国人民代表大会常务委员会应就需要进一步明确或补充法律或法令的相关事项，以法令形式作出解释和规定。最高人民法院应就法院审判中具体适用法律和法令的问题作出解释。最高人民检察院应就检察工作中具体适用法律和法令的所有问题作出解释。如最高人民法院与最高人民检察院在解释上存在原则性分歧，应提请全国人民代表大会常务委员会作出解释或裁决。与司法和检察工作无关领域中具体适用法律和法令问题的解释，由国务院及主管部门负责提供。
凡需进一步明确地方性法规的适用范围或作出补充规定的，由制定该法规的省、自治区、直辖市人民代表大会常务委员会作出解释或规定。地方性法规具体适用问题的解释，由省、自治区、直辖市人民政府主管部门负责提供。
根据《宪法》及全国人民代表大会常务委员会于2018年10月26日最新修订、2019年1月1日起施行的《中华人民共和国人民法院组织法》，人民法院由最高人民法院、地方各级人民法院及其他专门人民法院组成。地方人民法院分为三级，即基层人民法院、中级人民法院和高级人民法院。基层人民法院可根据地区状况、人口及案件情况设立若干人民法庭。最高人民法院是国家最高审判机关。最高人民法院对地方各级人民法院及专门人民法院的审判工作实施监督。上级人民法院对下级人民法院的审判工作实施监督。
根据《宪法》及全国人民代表大会常务委员会于2018年10月26日最新修订、2019年1月1日起施行的《中华人民共和国人民检察院组织法》，人民检察院是国家的法律监督机关。最高人民检察院是最高检察机关。最高人民检察院领导地方各级人民检察院和专门人民检察院的工作；上级人民检察院领导下级人民检察院的工作。
人民法院实行两审终审制，地方各级人民法院第一审的判决和裁定，当事人可以提出上诉。人民检察院可以依照法律规定的程序向上级人民法院提出抗诉。在规定期限内当事人不上诉、人民检察院不抗诉的，人民法院的判决和裁定即发生法律效力。中级人民法院、高级人民法院和最高人民法院的第二审判决和裁定，以及最高人民法院的第一审判决和裁定，均为终审判决和裁定。但是，最高人民法院或上一级人民法院如发现下级人民法院已经发生法律效力的判决、裁定确有错误，或者各级人民法院院长对本院已经发生法律效力的判决、裁定，发现确有错误，可依照审判监督程序对案件进行再审。
《中华人民共和国民事诉讼法》（"《民事诉讼法》"）于2023年9月1日经全国人民代表大会常务委员会最新修订，并于2024年1月1日起施行，规定了提起民事诉讼的条件、人民法院的管辖权、进行民事诉讼应遵循的程序以及执行民事判决或裁定的程序。在中国大陆进行民事诉讼的所有当事人均须遵守《民事诉讼法》。民事案件一般由被告所在地的法院管辖。民事诉讼中的管辖法院可由当事人经书面协议选择，但该法院须位于与争议有直接联系的地点，例如原告或被告的住所地、合同履行地或签订地，或诉讼标的物所在地。但是，当事人的选择在任何情况下均不得与级别管辖及专属管辖的规定相抵触。
外国人、无国籍人、外国企业或外国组织在人民法院起诉、应诉，与中华人民共和国公民、法人和其他组织有同等的诉讼权利义务。外国法院对中华人民共和国公民、法人和其他组织的诉讼权利加以限制的，中华人民共和国人民法院对该国公民、企业和组织的诉讼权利，实行对等原则。外国人、无国籍人、外商投资企业或外国组织在人民法院起诉、应诉，需要委托律师代理诉讼的，必须委托中华人民共和国的律师。依照中国大陆参加或缔结的国际条约，或按照互惠原则，人民法院和外国法院可以相互请求代为送达文件、调查取证以及进行其他诉讼行为。外国法院的请求有损于中华人民共和国的主权、安全或者社会公共利益的，人民法院不予执行。
有限责任股份公司（A joint stock limited company）是指依据《公司法》设立的企业法人，其注册资本划分为等额股份。股东的责任以其所持股份为限，公司的责任以其所有财产的全部价值为限。
公司必须依照法律法规及公共商业道德开展业务，诚实守信，并接受政府和公众的监督。公司可以向其他公司投资。如果任何法律规定公司不得成为对其所投资企业的债务承担连带责任的出资人，则以该规定为准。
股份有限公司可以采用发起方式或募集方式设立。股份有限公司的发起人最少为一人，最多不超过200人，且至少有半数发起人须在中国大陆有住所。
采用募集方式设立股份公司的发起人，应在股款缴足后30日内召开公司创立大会，并在会议召开15日前通知所有认股人开会日期或进行公告。创立大会须有代表股份总数50%以上表决权的认股人出席方可举行。采用发起方式设立的股份有限公司，创立大会的召集和表决程序应在发起人协议中加以规定。创立大会行使的权力包括但不限于通过公司章程及选举董事会成员和监事会成员。上述事项须经出席会议的认股人所持表决权的50%以上通过。
创立大会结束后30日内，董事会应向登记机关申请股份有限公司设立登记。公司在相关登记机关颁发营业执照后正式成立，取得法人资格。
根据《公司法》，股东可以货币出资，也可以用可以用货币估价并可以依法转让的非货币财产出资，如实物、知识产权、土地使用权、股权或债权等。
《境外上市试行办法》规定，境内企业境外上市可以以外币或人民币募集资金及分配股息。根据《公司法》，股份有限公司须维持股东名册，记载以下信息：（i）每位股东的姓名及住所；（ii）每位股东认购的股份类别及数量；（iii）如以纸质形式发行，则为股票序列号；（iv）每位股东取得股份的日期。
股份有限公司发行股份，须遵循公平、公正原则。同类股份须享有平等权利。同次发行的同类股份须在相同条件下以相同价格发行。股份有限公司可以按面值或溢价发行股份，但不得低于面值发行股份。
境内企业在境外发行上市，须按照《境外上市试行办法》向中国证监会备案，提交备案报告、法律意见书及其他相关材料，并如实、准确、完整地说明股东信息及其他信息。境内企业直接在境外发行上市的，由发行人本身向中国证监会备案。境内企业间接在境外上市的，发行人须指定一家主要境内经营主体作为境内责任人，向中国证监会备案。
根据《公司法》，股份有限公司发行新股，须经股东大会决议，就新股的类别及数量、新股发行价格、新股发行的起止日期，以及拟向原股东发行的新股类别及数量（如有）作出决议。如发行无面值股票，新股发行所得款项的二分之一以上须计入注册资本。此外，如公司拟公开发行股份，须在国务院证券监督管理机构完成注册并公告招股说明书。
公司须依照《公司法》规定的以下程序减少注册资本：（i）编制资产负债表及财产清单；（ii）公司经股东大会决议减少注册资本；（iii）公司须于减少注册资本决议获批后10日内通知债权人，并于30日内在报纸或国家企业信用信息公示系统上刊登公告；（iv）债权人须有权于收到通知之日起30日内，或于公告之日起
收到通知后或在公告发出后45天内（如果债权人未收到通知）提出异议；（五）公司减少注册资本时，须依法向公司登记机关办理变更登记。
公司减少注册资本时，须按照股东持有的出资比例或股份比例相应减少出资额或股份数额，但法律另有规定、有限责任公司全体股东另有约定或股份有限公司章程另有规定的除外。
（一）减少公司注册资本；（二）与持有本公司股份的其他公司合并；（三）将股份用于员工持股计划或股权激励；（四）股东因对股东大会作出的公司合并、分立决议持异议，要求公司收购其所持股份；（五）将股份用于转换上市公司发行的可转换公司债券；（六）上市公司为维护公司价值及股东权益所必要。
基于上述第（一）至（二）项情形收购本公司股份，须经股东大会决议；基于上述第（三）、（五）及（六）项情形收购本公司股份，须依照章程规定或股东大会授权，经三分之二以上董事出席的董事会会议决议。
公司依照上述规定收购本公司股份后，属于第（一）项情形的，须在收购之日起10日内予以注销；属于第（二）项、第（四）项情形的，须在六个月内转让或注销；属于第（三）、（五）、（六）项情形的，公司持有的本公司股份总数不得超过本公司已发行股份总数的10%，并须在三年内转让或注销。
股东持有的股份可依法转让。根据《公司法》，股份有限公司股东转让其股份，须在依法设立的证券交易所进行，或按照国务院规定的其他方式进行。记名股票可由股东以背书方式或法律、行政法规规定的其他方式转让。转让后，公司须将受让人的姓名或名称及住所记载于股东名册。未经依法登记，不得对抗公司及第三人。
registration in the share register provided in the foregoing requirement shall be affected during a period of 20 days prior to the convening of shareholder's meeting or 5 days prior to the record date for a company's distribution of dividends. If any law, administrative regulation, or any provision by the securities regulatory authority of the State Council specifies otherwise for the modification of the register of shareholders of a listed company, such provisions should prevail.
Under the Company Law, shares issued by a company prior to the public offering of shares shall not be transferred within one year from the date on which the shares of the company are listed and traded on a securities exchange. The directors, supervisors and senior management of the company should declare to the company the shares they hold and the changes thereof. During the term of office as determined when they assume the posts, the shares transferred each year should not exceed 25% of the total shares they hold of the company. Shares of a company held by them shall not be transferred within one year from the date of a company's listing on a securities exchange, nor within six months after their resignation from their positions with a company.
If the shares are pledged within the time limit for restricted transfer as provided for by laws and administrative regulations, the pledgee cannot exercise the pledge right within such restricted transfer period.
Under the Company Law and Guidelines for Articles of Association the rights of a shareholder of a company include: (i) to receive dividends and other forms of interest distribution according to the number of shares held; (ii) to legally require, convene, preside over, participate in or authorize proxies of Shareholders to attend the shareholders' meeting and exercise corresponding voting rights; (iii) to supervise business operations of the company, provide suggestions or submit queries; (iv) to transfer, grant or pledge the company's shares held according to the provisions of the laws, administrative regulations and the articles of association; (v) to read and copy the articles of association, the register of Shareholders, counterfoil of company debentures, General Meeting minutes, resolutions of meetings of the board of directors, resolutions of meetings of the board of supervisors and financial and accounting reports; (vi) shareholders who hold more than 3% of the company's shares individually or collectively for more than 180 consecutive days may inspect the company's accounting books and accounting vouchers in accordance with laws; (vii) to participate in the distribution of the remaining assets of the company according to the proportion of shares held upon our termination or liquidation; (viii) to require our company to acquire the shares from Shareholders voting against any resolutions adopted at the General Meeting concerning the merger and division of the company; (ix) other rights conferred by laws, administrative regulations, regulations of the authorities or the articles of association.
The obligations of a shareholder of a company include: (i) to abide by laws, administrative regulations and the articles of association; (ii) to provide share capital according to the shares subscribed for and share participation methods; (iii) not to withdraw shares unless
If the shareholders who separately or aggregately hold more than 10% of the shares of the company request to convene an interim shareholders' meeting, the board of directors and the board of supervisors should, within 10 days after the receipt of such request, decide whether to hold an interim shareholders' meeting and reply to the shareholders in writing.
Notice of meeting shall state the time and venue of and matters to be considered at the meeting and shall be given to all shareholders 20 days before the meeting. A notice of interim meeting shall be given to all shareholders 15 days prior to the meeting.
Shareholders who individually or jointly hold more than 1% of the company's shares may put forward interim proposals and submit them to the board of directors in writing 10 days before the shareholders' meeting. The board of directors shall notify other shareholders within two days after receiving the proposal and submit the interim proposal to the shareholders' meeting for consideration.
Under the Company Law, a shareholder may entrust a proxy to attend a shareholders' meeting, and it should clarify the matters, power and time limit of the proxy. The proxy shall present a written power of attorney issued by the shareholder to a company and shall exercise his voting rights within the scope of authorization. There is no specific provision in the Company Law regarding the number of shareholders constituting a quorum in a shareholders' meeting.
Under the Company Law, shareholders present at a shareholders' meeting have one vote for each share they hold, except the shareholders of classified shares. However, shares held by the company itself are not entitled to any voting rights.
The cumulative voting system may be adopted for the election of directors and supervisors at the shareholders' meeting in accordance with the provisions of the articles of association or the resolutions of the shareholders' meeting. Under the accumulative voting system, each share shall have the same number of voting rights as the number of directors or supervisors to be elected at the shareholders' meeting, and shareholders may consolidate their voting rights when casting a vote.
Under the Company Law and the Guidelines for Articles of Association, the passing of any resolution requires affirmative votes of shareholders representing more than half of the voting rights represented by the shareholders who attend the shareholders' meeting. Matters relating to merger, division or dissolution of a company, increase or reduction of registered capital, change of corporate form or amendments to the articles of association must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Directors Under the Company Law, a joint stock limited company should have a board of directors, which consists of more than three members. The term of office of a director shall be stipulated in the articles of association, but each term of office shall not exceed three years. Directors may serve consecutive terms if re-elected. Meetings of the board of directors shall be convened at least twice a year. All directors and supervisors shall be notified 10 days before the meeting for every meeting. The board of directors exercises the following functions and powers: (i) to convene shareholder's general meetings and report its work to the shareholder's general meetings; (ii) to implement the resolutions of the shareholder's general meeting; (iii) to decide on a company's business plans and investment plans; (iv) to formulate a company's profit distribution plan and loss recovery plan; (v) to formulate proposals for the increase or reduction of a company's registered capital and the issue of corporate bonds; (vi) to formulate plans for merger, division, dissolution or change of corporate form of a company; (vii) to decide on the internal management structure of a company; (viii) to decide on the appointment or dismissal of the manager of a company and their remuneration; to decide on the appointment or dismissal of the deputy manager and financial officer of a company based on the nomination of the manager and as well as remuneration; (ix) to formulate a company's basic management system; (x) other functions and powers specified in the articles of association or granted by the shareholders' meeting. The board meetings shall be held only if more than half of the directors are present. If a director is unable to attend a board meeting, he/she may appoint another director by a power of attorney specifying the scope of the authorization for another director to attend the meeting on his behalf. If a resolution of the board of directors violates the laws, administrative regulations or the articles of association, and as a result of which the company suffers serious losses, the directors participating in the resolution shall be liable to compensate the company. However, if it can be proved that a director expressly objected to the resolution when the resolution was voted on, and that such objection was recorded in the minutes of the meeting, such director may be exempt from such liability. Under the Company Law, a person may not serve as a director of a company if he/she is: (i) a person without capacity or with restricted capacity; (ii) a person who has been sentenced to any criminal penalty due to an offense of corruption, bribery, encroachment of property, misappropriation of property, or disrupting the order of the socialist market economy, or has been deprived of political rights due to a crime, where a five-year period has not elapsed since the date of completion of the sentence; if he/she is pronounced for suspension of sentence, a two-year period has not elapsed since the expiration of the suspension period; (iii) a person who was a director, factory manager or manager of a company or enterprise which has entered into insolvent liquidation and who was personally liable for the insolvency of such company or enterprise, where less than three years have elapsed since the date of the completion of the insolvency and liquidation of such company or enterprise; (iv) a person who was legal representative of a company or enterprise which had its business license revoked due to violation of the law and had been closed down by order, and who were personally liable, where – IV-12 –
距营业执照被吊销或被命令关闭之日起不足三年；以及（v）因未偿还到期的较大数额债务而被人民法院列为"失信被执行人"。
董事会设董事长一名，由全体董事的过半数选举产生。董事长行使下列职权（包括但不限于）：（i）主持股东大会，召集并主持董事会会议；（ii）检查董事会决议的执行情况；（iii）行使董事会授予的其他职权。
根据《公司法》，股份有限公司应设立监事会，监事会成员不少于三人。监事会由股东代表和适当比例的公司职工代表组成，其中职工代表的比例不得低于三分之一，具体比例在公司章程中规定。监事会的职工代表由公司职工通过职工代表大会、职工大会或其他形式民主选举产生。董事或高级管理人员不得兼任监事。
监事会行使下列职权：（i）检查公司财务；（ii）对董事、高级管理人员执行职务的行为进行监督，对违反法律、行政法规、公司章程或股东大会决议的董事、高级管理人员提出罢免建议；（iii）当董事或高级管理人员的行为损害公司利益时，要求其予以纠正；（iv）提议召开临时股东大会，并在董事会不履行《公司法》规定的召集和主持股东大会职责时，召集并主持股东大会；（v）向股东大会提出提案；（vi）依照《公司法》对董事和高级管理人员提起诉讼；（vii）公司章程规定的其他职权。
根据《公司法》，公司应设经理一名，由董事会聘任或解聘。经理对董事会负责，依照公司章程或董事会授权行使职权。经理以非表决成员身份出席董事会会议。
根据《公司法》，高级管理人员是指经理、副经理、财务负责人、董事会秘书以及公司章程规定的其他人员。
Directors, supervisors and senior management of the company are required under the Company Law to comply with the relevant laws, regulations and the articles of association, and have fiduciary and diligent duties to the company. Directors, supervisors and senior management are prohibited from abusing their powers to accept bribes or other unlawful income and from misappropriating the company's properties.
Directors, supervisors and senior management are prohibited from: (i) embezzling the company's property or misappropriating of the company's capital; (ii) depositing the company's capital into accounts under his/her own name or the name of other individuals; (iii) giving bribes or accepting any other illegal proceeds by taking advantage of their power; (iv) accept and possess commissions paid by a third party for transactions conducted with the company; (v) unauthorized divulgence of confidential business information of the company; or (vi) other acts in violation of their fiduciary duty to the company.
If any director, supervisor or senior management directly or indirectly concludes a contract or conducts a transaction with the company, he/she should report the matters relating to the conclusion of the contract or transaction to the board of directors or the shareholders' meeting, subject to the approval of the board of directors or the shareholders' meeting according to the articles of association.
The provisions of the preceding paragraph shall apply if any near relatives of the directors, supervisors or senior management, or any of the enterprises directly or indirectly controlled by the directors, supervisors or senior management or any of their near relatives, or any related parties with any other related-party relationship with the directors, supervisors or senior management, concludes a contract or conducts a transaction with the company.
Neither director, supervisor or senior management may take advantage of his/her position to seek any business opportunity that belongs to the company for himself/herself or any other person except under any of the following circumstances: (i) where he/she has reported to the board of directors or the shareholders' meeting and has been approved by a resolution of the board of directors or the shareholders' meeting according to the articles of association; or (ii) where the company cannot make use of the business opportunity as stipulated by laws, administrative regulations or the articles of association.
Where any director, supervisor or senior management fails to report to the board of directors or the shareholders' meeting and obtain an approval by resolution of the board of directors or the shareholders' meeting according to the articles of association, he/she may not engage in any business that is similar to that of the company where he/she holds office for himself/herself or for any other person.
A director, supervisor or senior management who contravenes any law, regulation or the company's articles of association in the performance of his/her duties resulting in any loss to the company shall be personally liable for the damages to the company.
Under the Company Law, a company shall establish its financial and accounting systems according to laws, administrative regulations and the regulations of the financial department of the State Council. At the end of each fiscal year, the company shall prepare financial and accounting reports which shall be audited by an accounting firm in accordance with the law. The financial and accounting reports shall be prepared in accordance with the laws, administrative regulations and the regulations of the financial department of the State Council.
A joint stock limited company shall make its financial and accounting reports available at the company for inspection by the shareholders 20 days before the convening of an annual meeting of shareholders. A joint stock limited company issuing its shares in public must publish its financial and accounting reports.
When distributing each year's after-tax profits, the company shall set aside 10% of its profits into its statutory reserve fund. The company can no longer withdraw statutory reserve fund if it has accumulated to more than 50% of the registered capital. If the statutory reserve fund of the company is insufficient to make up for the losses of the previous years, the current year profits shall be used to make up for the losses before making allocations to the statutory reserve in accordance with the preceding paragraph. After the company has made an allocation to the statutory reserve fund from its after-tax profit, it may also make an allocation to the discretionary reserve fund from its after-tax profit upon a resolution of the shareholders' meeting.
A joint stock limited company may distribute profits in proportion to the number of shares held by its shareholders, except for profit distributions that are not in proportion to the number of shares held in accordance with the provisions of the articles of association of the joint stock limited company.
The premium over the nominal value of the shares of a joint stock limited company from the issue of shares, the amount of share proceeds from the issuance of no-par shares that have not been credited to the registered capital and other incomes required by the financial department of the State Council to be treated as the capital reserve fund shall be accounted for as the capital reserve fund of the company.
The reserve fund of the company shall be used to make up losses of the company, expand the production and operation of the company or increase the capital of the company. Where the reserve fund of a company is used for making up losses, the discretionary reserve and statutory reserve shall be firstly used. If losses still cannot be made up, the capital reserve can be used according to the relevant provisions. When the statutory reserve fund is converted to increase registered capital, the balance of the statutory reserve shall not be less than 25% of the registered capital before such conversion.
The company shall not keep accounts other than those provided by law.
根据《公司法》，负责公司审计的会计师事务所的聘用或解聘，应由股东会、董事会或监事会依据公司章程决定。股东会、董事会或监事会对解聘会计师事务所进行表决时，应允许会计师事务所进行陈述。公司应向所聘用的会计师事务所提供真实完整的会计凭证、会计账簿、财务会计报告及其他会计资料，不得拒绝、隐匿或虚假报告。
《公司章程指引》规定，公司保证向所聘用的会计师事务所提供真实完整的会计凭证、会计账簿、财务会计报告及其他会计资料，不得拒绝、隐匿或虚假报告。会计师事务所的审计费用应由股东会决定。
公司违反《公司法》规定向股东分配利润的，股东应将违规分配的利润退还公司，给公司造成损失的股东及负有责任的董事、监事、高级管理人员应承担赔偿责任。
根据《公司法》，公司因下列原因应予解散：(i) 公司章程规定的营业期限届满或公司章程规定的其他解散事由出现；(ii) 股东会决议解散公司；(iii) 因公司合并或分立需要解散；(iv) 依法被吊销营业执照、责令关闭或被撤销；(v) 公司经营管理发生严重困难，继续存续会使股东利益受到重大损失，且通过其他途径不能解决的，持有公司全体股东表决权百分之十以上的股东，可以请求人民法院解散公司。
公司出现前款所列情形之一的，应当在十日内通过国家企业信用信息公示系统予以公示。
如上述第(i)、(ii)、(iv)或(v)项情形出现，公司应予以解散清算。作为公司清算义务人的董事，应自解散事由出现之日起15日内组成清算组开展清算工作。清算组由董事组成，但公司章程另有规定或股东会另行选定的除外。清算义务人若未及时履行清算义务，从而给公司或债权人造成损失的，应承担赔偿责任。
清算组未能在规定期限内成立或成立后未能开展清算的，任何利害关系人均可申请人民法院指定相关人员组成清算组进行清算。人民法院应受理该申请并及时组织清算组开展清算工作。
清算组在清算期间行使以下职权：(i) 清理公司财产，分别编制资产负债表和财产清单；(ii) 通知、公告债权人；(iii) 处理与清算有关的公司未了结业务；(iv) 缴清所欠税款以及清算过程中产生的税款；(v) 清理债权、债务；(vi) 处理公司清偿债务后的剩余财产；(vii) 代表公司参与民事诉讼活动。
清算组应自成立之日起十日内通知公司债权人，并于六十日内在报纸或国家企业信用信息公示系统上进行公告。债权人应自收到通知之日起三十日内，未收到通知的应自公告发布之日起四十五日内，向清算组申报债权。
公司财产在支付清算费用、职工工资、社会保险费用和法定补偿金，缴清所欠税款，清偿公司债务后的剩余财产，应按照股东的出资比例分配给股东。清算期间，公司继续存续，但不得开展与清算无关的经营活动。在依照前款规定完成清算分配前，公司财产不得分配给股东。
清算组在全面清查公司财产、编制资产负债表和财产清单后，如发现公司财产不足以清偿全部债务，应向人民法院申请破产清算。人民法院受理破产申请后，清算组应将清算事务移交人民法院指定的破产管理人。
清算完成后，清算组应当制作清算报告，报股东会或者人民法院确认，并报送公司登记机关，申请注销公司登记。
清算组成员履行清算职责，应当尽忠职守，依法履行清算义务。清算组成员因故意或者重大过失给公司造成损失的，应当承担赔偿责任；清算组成员因故意或者重大过失给债权人造成损失的，应当承担赔偿责任。
公司营业执照被吊销、公司被责令关闭或者被撤销后，自上述情形发生之日起满三年，公司未向公司登记机关申请注销登记的，公司登记机关可以通过国家企业信用信息公示系统公示拟注销登记信息，公示期限不少于60日。公示期届满后无异议的，公司登记机关可以注销该公司的登记。
根据《境外上市备案管理规定》，发行人进行境外首次公开发行或上市的，应当在提交境外发行上市申请文件后3个工作日内向中国证监会备案。发行人在境外发行上市后在同一境外市场发行证券的，应当在发行完成后3个工作日内向中国证监会备案。发行人在境外发行上市后在其他境外市场发行上市的，应当依照《境外上市备案管理规定》第十六条第一款的规定进行备案。此外，备案材料齐全且符合要求的，中国证监会应当自收到备案材料之日起20个工作日内完成备案，并通过网站公示备案信息。备案材料不齐全或者不符合要求的，中国证监会应当自收到备案材料后5个工作日内告知发行人需要补充的材料，发行人应当在30个工作日内补充材料。
股东如其记名股票被盗、遗失或毁损，可依照《民事诉讼法》规定的公示催告程序，申请人民法院宣告该股票无效。经人民法院宣告无效后，股东可向公司申请补发股票。
The Company Law has deleted provisions governing suspension and termination of listing. The Securities Law has also deleted provisions regarding suspension of listing. Where listed securities fall under the delisting circumstances stipulated by the stock exchange, the stock exchange shall terminate its listing and trading in accordance with the business rules.
According to the Overseas Listing Trial Measures, in case of active or compulsory termination of listing, the issuer shall report the specific situation to the CSRC within 3 working days from the date of occurrence and announcement of the relevant matters.
In October 1992, the State Council established the Securities Committee and the CSRC. The Securities Committee is responsible for coordinating the drafting of securities regulations, formulating securities-related policies, planning the development of securities markets, directing, coordinating and supervising all securities-related institutions in the mainland China and administering the CSRC. The CSRC is the regulatory arm of the Securities Committee and is responsible for the drafting of regulatory provisions of securities markets, supervising securities companies, regulating public offers of securities by companies in mainland China or overseas, regulating the trading of securities, compiling securities-related statistics and undertaking research and analysis. On March 29, 1998, the State Council consolidated the above two departments and reformed the CSRC.
The Provisional Regulations Concerning the Issue and Trading of Shares (《股票發行與交易管理暫行條例》), promulgated by the State Council on April 22, 1993 and came into effect on the same day, provide the application and approval procedures for public offerings of shares, trading in shares, the acquisition of listed companies, the deposit, settlement and transfer of listed shares, the disclosure of information with respect to a listed company, investigation and penalties and dispute arbitration.
The Regulations of the State Council Concerning the Domestic Listed Foreign Shares of Joint Stock Limited Companies (《國務院關於股份有限公司境內上市外資股的規定》), promulgated by the State Council on December 25, 1995 and came into effect on the same day, mainly provide for the issue, subscription, trading and payment of dividends of domestic listed foreign shares and disclosure of information of joint stock limited companies with domestic listed foreign shares.
The Securities Law, which was lastly amended by the SCNPC on December 28, 2019 and came into effect on March 1, 2020, provides a series of provisions regulating, among other things, the issue and trading of securities, takeovers by listed companies, securities exchanges, securities companies and the duties and responsibilities of the State Council's securities regulatory authorities in the mainland China, and comprehensively regulates activities in the securities market of mainland China. The Securities Law provides that a domestic enterprise must comply with the relevant provisions of the State Council in issuing securities directly or
本附录主要旨在为潜在投资者提供公司章程的概览，以下信息为摘要内容，因此可能并不包含对潜在投资者而言具有重要性的所有信息。
公司股份须以公平、平等的方式发行。同一类别的每一股份须与同类别的其他股份享有同等权利。每次发行同一类别的股份须在相同条款下以相同价格发行。认购人就每股所认购的股份须支付相同价格。
(v) 法律、行政法规规定并经中国证监会及公司股份上市地其他证券监管机构批准的其他方式。
公司可减少注册股本。公司减少注册资本时，须遵守《公司法》及其他法规、公司章程所规定的程序。
(vi) Necessary for the Company to maintain its value and protect the interests of the Shareholders.
The repurchase of the Company's shares by the Company may be carried out through public centralized trading on stock exchanges, or other methods recognized under laws and regulations authorities at the place where the Company's shares are listed.
A resolution shall be passed at the shareholders' meeting when the Company is to repurchase its own shares under the circumstances (i) and (ii) set out above. In case of the circumstances stipulated in (iii), (v) and (vi) above, a resolution of the Company's Board shall be passed by more than two-thirds of the Directors attending the Board meeting in accordance with the applicable securities regulatory rules of the place where the Company's shares are listed.
On the premise of complying with the securities regulatory rules of the place where the company's shares are listed, after the Company has repurchased its own shares in accordance with the circumstances above, the shares repurchased shall be canceled within ten days from the date of purchase (under the circumstance set out in (i) above), or shall be transferred or canceled within six months (under the circumstances set out in (ii) and (iv) above). If the Company repurchases its shares under the circumstances set out in (iii), (v) and (vi) above, the total number of shares held by the Company shall not exceed 10% of the total issued shares of the Company, and such shares shall be transferred or canceled within three years.
When the Company repurchases its own shares, it shall perform the obligation of information disclosure in accordance with the Securities Law and the regulatory rules of securities of the place where the Company's shares are listed. If the share repurchase is made under the circumstances stipulated in (iii), (v) or (vi) above, it shall be conducted through public centralized trading.
Shares issued prior to the initial public offering of A shares of the Company shall not be transferred within one year from the date on which the A shares of the Company are listed and traded on the stock exchange. Where laws, administrative regulations or the securities regulatory authority of the state council have other provisions governing the transfer of company shares held by shareholders and the actual controlling party of a company, those provisions shall prevail.
The Directors, Supervisors and senior management of the Company shall declare the Company of their holdings of shares of the Company and the changes therein. The shares transferred by them during each year of their tenures as determined at the time of appointment shall not exceed 25% of their total holdings of shares of the Company. The shares of the Company held by them shall not be transferred within one year from the date on which the Company's shares are listed for trading. The shares of the Company held by them shall not be transferred within half a year from their departure from the Company.
If the shares are pledged within the restricted transfer period stipulated by laws and administrative regulations, the pledgee shall not exercise the pledge within the restricted transfer period.
Where the securities regulatory rules of the place where the Company's shares are listed provide otherwise with respect to the restrictions on the transfer, those provisions shall prevail.
Any gains from sale of Company's shares or other securities with the nature of equity by the Directors, Supervisors and senior management members or shareholders holding 5% or more of the Company's shares within six months after their purchase of the same, and any gains from the purchase of the shares or other securities with the nature of equity by any of the aforesaid parties within six months after sale of the same shall be disgorged and paid to the Company, and the Board of Directors of the Company shall recover such gains from the abovementioned parties. However, there is an exception for securities companies that hold more than 5% of the shares due to the purchase of surplus shares after the package sale, and other circumstances stipulated by the securities regulatory authority of the State Council.
Shares or other securities with the nature of equity held by Directors, Supervisors, senior management and individual shareholders as mentioned in the preceding paragraph include shares or other securities with the nature of equity held by their spouses, parents or children, or held by them by using other people's accounts.
If the Board of Directors of the Company fails to comply with the provision set forth above, the Shareholders are entitled to request the Board of Directors to do so within 30 days. If the Board of Directors of the Company fails to comply within the aforesaid period, the Shareholders are entitled to initiate litigation directly in the People's Court of the PRC in their own names for the interest of the Company. And if the Board of Directors fails to implement the provisions set forth above, the responsible Directors shall bear joint and several liability in accordance with law.
The Company or its subsidiaries (including affiliates of enterprises) shall not offer gifts, loans, guarantees and any financial assistance for others to acquire the shares of the Company or its parent company except for those implemented by employee stock ownership plans by the Company.
Unless otherwise provided in the securities regulatory rules of the place where the Company's shares are listed, upon the resolution of the shareholders' meeting or the resolution adopted by the Board of Directors as authorized by the Articles of Association of the Company or by the shareholders' meeting, the Company or its Subsidiaries (including its affiliated enterprises) may provide financial assistance for other persons to acquire shares in the Company, provided that the aggregate amount of such financial assistance shall not exceed ten percent of the total issued share capital of the Company. The resolution of the Board of Directors shall be passed by two-thirds or more of all the directors.
Where the violation of the aforesaid provisions causes the Company to suffer losses, the directors, supervisors and senior management personnel who are accountable shall bear compensation liability.
The Company shall establish a register of shareholders in accordance with evidentiary documents provided by the securities registration authorities. The register of shareholders is sufficient evidence to prove that the shareholders hold the Company's Shares. The original register of shareholders of H shares is kept in Hong Kong and is available for inspection by shareholders, but the Company may suspend the registration of shareholders in accordance with applicable laws and regulations and the securities regulatory rules of the place where the Company's shares are listed. Shareholders shall enjoy rights and assume obligations according to the class of shares they hold. Shareholders holding shares of the same class shall enjoy the same rights and assume the same obligations.
(i) To receive dividends and other forms of interest distribution according to the number of shares held;
(ii) To legally require, convene, preside over, participate in or authorize proxies of shareholders to attend the shareholders' meeting and exercise corresponding voting rights;
(iv) To transfer, grant or pledge the Company's shares held according to the provisions of the laws, administrative regulations and the Articles of Association;
(v) To read and copy the Articles of Association, the register of shareholders, shareholders' meeting minutes, resolutions of meetings of the Board of Directors, resolutions of meetings of the Board of Supervisors and financial and accounting reports;
(vi) To participate in the distribution of the remaining assets of our Company according to the proportion of shares held upon our termination or liquidation;
(vii) To require our Company to acquire the shares from shareholders voting against any resolutions adopted at the shareholders' meeting concerning the merger and division of the Company;
(viii) Other rights conferred by laws, administrative regulations, regulations of the authorities, regulatory rules where the Company's shares are listed, or the Articles of Association.
If the shareholders request access to or reproduction of relevant information mentioned in the above article or ask for relevant materials, they shall provide the Company with written documents evidencing the class and number of the shares held by them in the Company, upon verification of their status as shareholders, the Company shall provide such shareholders with the information as required by them. If a shareholder who individually or jointly holds 3% or more of the Company's shares for more than 180 consecutive days requests to inspect the Company's accounting books or accounting vouchers, the provisions of the second, third and fourth paragraphs of Article 57 of the PRC Company Law shall apply.
The provisions of the above articles shall apply to shareholders who request to inspect or replicate the relevant materials of a wholly-owned subsidiary of the company. Shareholders of the company who inspect or replicate the relevant materials shall also comply with the provisions of the Securities Law and related laws and administrative regulations.
If the content of the resolution of the Company's shareholders' meeting or Board of Directors violates laws, administrative regulations, the shareholders have the right to request the court to clarify it invalid. If the convening procedures or voting methods of the shareholders' meeting or the Board of Directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates laws, administrative regulations and the Articles of Association, the shareholders have the right to request the court to revoke the resolution within 60 days from the date on which the resolution is made.
In the event of any loss caused to the Company as a result of violation of any laws, administrative regulations or Articles of Association by the Directors or senior management when performing their duties in the Company, the shareholders holding more than 1% shares separately or jointly for over 180 consecutive days may submit a written request to the Board of Supervisors to file an action with the court. Where Board of Supervisors violate laws, administrative regulations or the Articles of Association in their duty performance and cause loss to the Company, the shareholders holding more than 1% shares separately or jointly for over 180 consecutive days may submit a written request to the Board of Directors to file an action with the court.
(ii) The cumulative amount of guarantee provided to the single guarantee object (including the guarantees provided to its subsidiaries), which exceeds 10% of the net assets of the Company audited in the latest period;
(iv) The total amount of guarantees, after adding the new guarantee, exceeds 50% of the Company's net assets audited in the latest period;
(v) Guarantees provided to shareholders, actual controllers, and their affiliated parties.
The shareholders' meeting shall be divided into annual general meetings and extraordinary general meetings. Annual general meetings shall be held once per year and within six months following the close of the previous fiscal year.
The Board of Directors shall convene extraordinary shareholders' meetings under any of the following circumstances:
(i) When the number of Directors is less than the number stipulated in the Company Law or less than two-thirds of the number stipulated in the Articles of Association;
(ii) When the Company's unrecovered losses amount to one-third of the total paid-up share capital of the Company;
(iii) When shareholder(s) holding 10% or more of the Company's shares with voting rights request(s) in writing to convene an extraordinary general meeting;
(vi) Other circumstances as specified by the laws, administrative regulations or the Articles of Association.
Shareholders attending the shareholders' meeting shall have the right to vote on the resolutions at shareholders' meetings proportionate to their shareholdings, except for the circumstances where the Company's shares held by itself have no voting rights. For each share of the Company, the shareholder holds one vote. The shares held by the Company itself shall carry no voting rights and shall not be included in the total number of valid voting shares.
When the Company convenes a shareholders' meeting, the Board of Directors, Board of Supervisors and shareholders individually or collectively holding 3% or more of the Company's total voting shares shall have the right to submit written proposals to the Company. The Company shall include the matters stated in the proposals that fall within the scope of authority of the shareholders' meeting in the agenda of the shareholders' meeting.
Where a shareholder individually or in aggregate holds 3% or more of the total voting shares of the Company, the shareholder may submit a written interim proposal to the convener ten days prior to the shareholders' meeting. The convener shall issue a supplemental notice of the shareholders' meeting to disclose the content of the interim proposal within two days upon receipt thereof. Subject to the preceding paragraph of this article, the matters raised in the interim proposal shall be limited to those within the scope of the authority of the shareholders' meeting and shall have clear topics and resolution matters.
The shareholders' meeting shall be convened and presided over by the Chairman of the Board of Directors. In the event that the Chairman is unable to perform or fails to perform such duties, the meeting shall be convened and presided over by the Deputy Chairman. In the event that both the Chairman and Deputy Chairman are unable to perform or fail to perform such duties, a Director elected by a majority of Directors shall convene and preside over the meeting.
Where the Board of Directors is unable to perform or fails to perform the duty to convene shareholders' meetings, the Board of Supervisors shall convene and preside over such meetings in a timely manner. Where the Board of Supervisors fails to convene and preside over such meetings, shareholders individually or collectively holding 10% or more of the Company's shares for 90 consecutive days or more may convene and preside over such meetings on their own.
Resolutions of shareholders' meetings are divided into ordinary resolutions and special resolutions.
An ordinary resolution must be passed by votes representing more than half of the voting rights held by the shareholders (including shareholders' proxies) present at the meeting.
A special resolution must be passed by votes representing more than two-thirds of the voting rights held by the shareholders (including shareholders' proxies) present at the meeting.
(iii) Appointment and removal of members of the Board of Directors and the Board of Supervisors (excluding employee representative Supervisors) and their remuneration and payment methods;
(iv) The annual budget plan, final accounts plan, balance sheet, profit and loss statement and other financial statements of the Company;
(v) Matters relating to purchases and sales of the Company's material assets within one year which exceed 30% of the Company's latest audited total assets;
(vi) Other matters other than those that shall be resolved by special resolutions pursuant to laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company's shares are listed or the Articles of Association of the Company.
(vi) Other matters as required by laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company's shares are listed or the Articles of Association of the Company to be passed by special resolutions.
(ii) Any guarantee to be provided after the total amount of external guarantees provided by the Company and the subsidiaries it controls has exceeded 50% of the Company's net assets as audited in the latest period;
(iii) Any guarantee to be provided after the total amount of external guarantees provided by the Company has exceeded 30% of the Company's total assets audited in the latest period;
(v) Basis of the cumulative guarantee amount within twelve consecutive months, the total amount of external guarantees provided by the Company has exceeded 30% of the Company's total assets audited in the latest period;
(vi) The total amount of guarantee provided by a company exceeds 50% of the latest audited net assets of the company within twelve consecutive months and the absolute amount exceeds RMB50 million;
(vii) The guarantee to be provided to a shareholder, or to an actual controller or related party thereof;
(viii) Other guarantees required by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company's shares are listed or the Articles of Association.
Matters requiring external guarantees to be submitted for review by the Company's shareholders' meeting must first be reviewed and approved by the Company's Board of Directors before they can be submitted for review by the shareholders' meeting. When the Board of Directors reviews guarantee matters, approval must be obtained from more than
two-thirds of the Directors present at the Board meeting. When the shareholders' meeting reviews the guarantee matters mentioned in item (v) of the preceding paragraph, approval must be obtained from more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the shareholders' meeting reviews proposals for guarantees provided to shareholders, actual controller, and their affiliates, the shareholder in question or the shareholder under the control of the actual controller shall not participate in the voting on such proposals. The voting on such proposals shall be passed by a majority of the voting rights held by the other shareholders present at the shareholders' meeting. If the company provides guarantees for the controlling shareholders, actual controller, and their affiliates, the controlling shareholder, actual controller, and their affiliates shall provide counter-guarantees.
The company may provide guarantees for wholly-owned subsidiaries, or for controlled subsidiaries where other shareholders of the controlled subsidiary provide guarantees in proportion to their equity interests, and in compliance with the securities regulatory rules of the place where the company's share is listed, such guarantees may be exempt from submission for review by the shareholders' meeting if they fall under items (i), (ii), (iv), or (vi) of the first paragraph of this article.
The shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting shall be convened once a year and be held within six months after the end of the previous fiscal year.
The Company shall convene an extraordinary shareholders' meeting within two months from the date of the occurrence of any of the following circumstances:
(i) The number of Directors is less than the number provided for in the PRC Company Law or less than two-thirds of the number prescribed in the Articles of Association;
(iii) A written request from shareholders who separately or jointly hold 10% or more shares in the Company;
(vi) Other circumstances conferred by the laws, administrative regulations, departmental rules, securities regulatory rules of the place where the Company's shares are listed and the Articles of Association.
Assembling of Shareholders' Meetings The shareholders' meeting shall be convened by the Board of Directors, which shall convene the shareholders' meeting within the time limit specified in the Company's Articles of Association. If the Board of Directors is unable or fails to perform its duty to convene the shareholders' meeting, the supervisory board shall promptly convene and preside over it. If the supervisory board does not convene and preside over the meeting, shareholders who individually or collectively hold more than 10% of the company's shares for a continuous period of 90 days or more may convene and preside over the meeting on their own.
After obtaining the consent of a majority of all independent directors, an independent director has the right to propose to the Board of Directors to convene a special shareholders' meeting. Upon receiving such a proposal, the Board of Directors shall, in accordance with the provisions of laws, administrative regulations, and the company's Articles of Association, provide a written response within 10 days of receipt, indicating whether it agrees or disagrees to convene a special shareholders' meeting. If the Board of Directors agrees to convene a special shareholders' meeting, it shall issue a notice of the shareholders' meeting within 5 days after making the board resolution. If the Board of Directors disagrees to convene a special shareholders' meeting, it shall state the reasons and make an announcement.
The supervisory board has the right to propose to the Board of Directors to convene a special shareholders' meeting and shall submit such proposal in writing to the Board of Directors. The Board of Directors shall, in accordance with the provisions of laws, administrative regulations, and this Articles of Association, provide a written response within 10 days of receipt, indicating whether it agrees or disagrees to convene a special shareholders' meeting.
If the Board of Directors agrees to convene a special shareholders' meeting, it shall issue a notice of the shareholders' meeting within 5 days after making the board resolution. Any changes to the original proposal in the notice shall be subject to the consent of the supervisory board. If the Board of Directors disagrees to convene a special shareholders' meeting, or fails to provide feedback within 10 days of receipt, it shall be deemed that the Board of Directors is unable or fails to perform its duty to convene the shareholders' meeting. In such cases, the supervisory board may convene and preside over the meeting on its own.
Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the Board of Directors to convene a special shareholders' meeting and shall submit such request in writing to the Board of Directors. The Board of Directors shall, in accordance with the provisions of laws, administrative regulations, and the company's Articles of Association, provide a written response within 10 days of receipt, indicating whether it agrees or disagrees to convene a special shareholders' meeting. If the Board of Directors agrees to convene a special shareholders' meeting, it shall issue a notice of the shareholders' meeting within 5 days after making the board resolution. Any changes to the original request in the notice shall be subject to the consent of the relevant shareholders. If the Board of Directors disagrees to convene a special shareholders' meeting, or fails to provide – V-10 –
vice-chairman are also unable or fail to perform their duties, a director shall be elected by a majority vote of the directors to preside over the meeting. If the Board of Directors fails to preside over the meeting for any reason, shareholders who individually or collectively hold more than 10% of the company's shares may elect one person from among themselves to preside over the meeting.
The shareholders' meeting may deliberate on proposals and pass resolutions only when shareholders representing more than one-half of the voting rights of the company are present (either in person or by proxy) at the meeting. If this quorum is not met at the time of the originally scheduled meeting, the meeting may be adjourned. The adjourned meeting may be held after 5 to 15 days from the originally scheduled date, and the shareholders present at the adjourned meeting may deliberate on proposals and pass resolutions, regardless of the number of voting rights they represent, provided that the meeting notice has been duly issued.
Resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions must be approved by shareholders (including their proxies) holding more than one-half of the voting rights represented at the shareholders' meeting.
Special resolutions must be approved by shareholders (including their proxies) holding more than two-thirds of the voting rights represented at the shareholders' meeting.
The following matters shall be resolved by ordinary resolution at the shareholders' meeting: (i) work reports of the Board of Directors and the supervisory board; (ii) profit distribution plans and loss recovery plans formulated by the Board of Directors; (iii) election and replacement of directors and supervisors who are not employee representatives, and their remuneration and method of payment; (iv) annual financial budgets, final accounts, balance sheets, profit and loss statements, and other financial statements of the company; (v) matters other than those required by laws, administrative regulations, or the company's Articles of Association to be resolved by special resolution.
The following matters shall be resolved by special resolution at the shareholders' meeting: (i) increase or reduction of the company's registered capital; (ii) issuance of bonds by the company; (iii) division, merger, dissolution, liquidation, or change of corporate form of the company; (iv) amendments to the company's Articles of Association; (v) repurchase of the company's shares (except for circumstances under Article 31, paragraph (i) of the Company Law); (vi) major asset acquisitions or disposals by the company that exceed 30% of the company's total assets within one year, as determined by the latest audited consolidated financial statements; (vii) other matters that laws, administrative regulations, or the company's Articles of Association require to be resolved by special resolution.
Each share shall carry one vote. Shares held by the company itself shall carry no voting rights and shall not be counted in the total number of voting shares present at the shareholders' meeting.
If a shareholder and the company have a connected relationship due to a particular matter, such shareholder shall not exercise voting rights on the relevant resolution. The relevant shares shall not be counted toward the total number of valid voting shares present at the shareholders' meeting.
Shareholders who attend the shareholders' meeting (including by proxy) and who abstain from voting or cast a blank vote shall be deemed to have waived their voting rights, and their shares shall be counted in the total number of valid voting shares present at the shareholders' meeting.
The shareholders' meeting shall adopt a voting system combining on-site voting with online voting (or other methods permitted by laws, administrative regulations, and securities regulatory authorities). When the shareholders' meeting considers matters that affect the interests of small and medium investors, the votes of small and medium investors shall be counted separately and disclosed separately.
Cumulative voting may be adopted for the election of directors and supervisors at the shareholders' meeting, as specified in the company's Articles of Association or as determined by ordinary resolution at the shareholders' meeting.
Under the cumulative voting system, each share shall have voting rights equal to the total number of directors (or supervisors) to be elected, and shareholders may cast all of their votes for one candidate or distribute them among multiple candidates.
accordance with law may publicly solicit the voting rights of the shareholders of the Company. The solicitation of voting rights shall comply with the relevant provisions of laws and regulations and the securities regulatory rules of the place where the Company's shares are listed. The solicitation of voting rights may not be accompanied by a payment of consideration in any form.
Cumulative voting system: Where, in accordance with the Articles of Association or resolutions of the shareholders' meeting, the Company adopts the cumulative voting system when electing directors and supervisors, the cumulative voting system means that, in the election of a certain number of directors or supervisors at shareholders' meetings, each share held by a shareholder shall carry the same number of votes as the number of directors or supervisors to be elected, and the shareholders may cast all such votes for one candidate or distribute such votes among two or more candidates.
The Company shall have a Board of Directors consisting of 9 directors, including 3 independent directors. The Board of Directors shall have one chairman and may have one or two vice-chairmen. The chairman and vice-chairmen shall be elected and removed by a majority vote of all directors.
The term of office of each director shall be three years. A director may serve consecutive terms if re-elected upon the expiry of the term. The term of office of a director shall commence from the date on which such director is elected by the shareholders' meeting and shall expire on the date on which the term of office of the current Board of Directors expires. Where a director's term of office expires but a new election has not been held in time, the outgoing directors shall, prior to the assumption of office by the newly elected directors, continue to exercise their duties as a director in accordance with laws and regulations, administrative regulations and the Articles of Association.
The Board of Directors shall be accountable to the shareholders' meeting and shall exercise the following functions and powers:
(vi) To formulate plans for the increase or reduction of the Company's registered capital, and plans for the issuance of corporate bonds or other securities and listing;
(vii) To formulate plans for major acquisitions, purchase of the Company's shares, merger, division, dissolution and change of corporate form of the Company;
(viii) Within the scope authorized by the shareholders' meeting, to determine matters relating to external investment, acquisition and disposal of assets, pledge of assets, external guarantees, entrusted financial management, connected transactions, etc.;
(x) To appoint or dismiss the Company's president (general manager) and secretary of the Board of Directors; based on the nomination by the president (general manager), to appoint or dismiss vice-presidents (deputy general managers) and other senior management personnel, and to determine their remunerations, rewards and punishments;
(xiv) To propose to the shareholders' meeting the engagement or replacement of the accounting firm that audits the Company;
(xv) To hear the work reports of the president (general manager) and to check the work of the president (general manager);
(xvii) Other functions and powers conferred by laws, administrative regulations, the securities regulatory rules of the place where the Company's shares are listed, or the Articles of Association.
The Board of Directors shall not delegate to individual directors or other persons the power to approve matters that, pursuant to laws, administrative regulations, the securities regulatory rules of the place where the Company's shares are listed, or the Articles of Association, require approval by the Board of Directors.
The Board of Directors shall convene at least two meetings per year. The meeting shall be convened and presided over by the chairman of the Board of Directors. Notice of the meeting shall be given to all directors and supervisors at least 14 days before the date of the meeting.
Under any of the following circumstances, the chairman of the Board of Directors shall convene an extraordinary meeting of the Board of Directors within 10 days:
(iii) When the supervisory board proposes.
Notice of extraordinary meetings of the Board of Directors may be given by telephone or in writing. If notice is given by telephone, written minutes shall be kept. The notice shall set out the time and venue of the meeting and the matters to be discussed.
A meeting of the Board of Directors may be held only if more than half of the directors are present. Each director shall have one vote. Resolutions of the Board of Directors shall be passed by a majority vote of all directors. Where the number of votes for and against a resolution is equal, the chairman shall have a casting vote.
Directors shall attend meetings of the Board of Directors in person. Where a director is unable to attend, he may appoint another director in writing to attend on his behalf. The power of attorney shall specify the name of the proxy, the matters authorized, the scope of authorization and the period of validity, and shall be signed by the authorizing director. A director acting as proxy shall exercise the rights of a director within the scope of the authorization. Where a director fails to attend a meeting of the Board of Directors in person and fails to appoint a proxy to attend on his behalf, the director shall be deemed to have waived his voting right at such meeting.
Subject to the securities regulatory rules of the place where the company's stock is listed, the Board of Directors has the authority to appoint individuals to fill temporary vacancies or increase the number of directors between shareholders' meetings. The term of office for such appointed directors shall only extend to the first annual shareholders' meeting following their appointment, at which time they shall be eligible for re-election.
The Board of Directors shall consist of no fewer than 5 directors. The specific number shall be determined by the shareholders' meeting. The Board of Directors shall include independent directors, who shall account for at least one-third of the total number of directors on the Board. When the Company establishes an audit committee under the Board of Directors, the audit committee shall be composed solely of independent directors, with at least one independent director being an accounting professional.
The Company shall have a Chairman of the Board and may have a Vice Chairman of the Board. The Chairman and Vice Chairman shall be elected by more than half of all directors. The term of office of the Chairman and Vice Chairman is the same as that of the directors.
(iii) to sign important documents of the Company and other documents that shall be signed by the legal representative;
(v) in emergencies threatening the Company's interests, to exercise special decision-making powers, subject to subsequent ratification by the Board of Directors; and
(vi) other functions and powers granted by the Articles of Association or the Board of Directors.
Where the Chairman is unable to perform his/her duties, the Vice Chairman shall perform such duties. Where the Vice Chairman is also unable to perform such duties, a director jointly elected by more than half of all directors shall perform such duties.
The Board of Directors shall be accountable to the shareholders' meeting and shall exercise the following functions and powers:
(i) to be responsible for convening shareholders' meetings and reporting to the shareholders' meeting;
(vi) to formulate plans for the increase or reduction of the Company's registered capital, and plans for the issuance of bonds or other securities and listing;
(vii) to formulate plans for significant acquisitions, repurchase of Company shares, merger, division, dissolution, and changes in the form of the Company;
(viii) within the scope authorized by the shareholders' meeting, to decide on external investment, acquisition and disposal of assets, asset pledge, external guarantees, entrusted financial management, related-party transactions and other matters;
(x) to appoint or dismiss the Company's General Manager (President); based on the nomination of the General Manager (President), to appoint or dismiss the Company's Deputy General Manager(s), Chief Financial Officer, and other senior management personnel, and to decide on their remuneration, rewards and penalties;
(xiv) to propose to the shareholders' meeting the appointment or replacement of accounting firms engaged by the Company;
(xv) to listen to the work reports of the Company's General Manager (President) and to inspect the work of the General Manager (President);
(xvi) other functions and powers stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the shares of the Company are listed, or the Articles of Association.
The resolutions of the Board of Directors on the following matters shall be approved by more than two-thirds of all directors:
(ii) external investment, acquisition and disposal of assets, asset pledge, external guarantees, and entrusted financial management exceeding the amounts specified in the Articles of Association;
(iv) appointment or dismissal of the Company's General Manager (President), Deputy General Manager(s), and Chief Financial Officer;
(vi) other matters stipulated by the Articles of Association.
(xiii) to propose to the shareholders' meeting the appointment or replacement of the accounting firm engaged by the Company;
(xiv) to hear the work reports of the General Manager of the Company and review the work of the General Manager;
(xv) other duties and powers as stipulated by laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the company's stock is listed, and the company's Articles of Association.
The Board of Directors shall have one Chairman and may have one Vice Chairman. The Chairman and the Vice Chairman shall be elected and removed by more than half of all directors. The Chairman shall convene and preside over the shareholders' meetings and Board meetings, sign the securities issuance documents of the Company and other important documents, and perform other duties and powers conferred by the Board of Directors.
The term of each session of the Board of Directors is three years. Directors may serve consecutive terms upon re-election. Where a director is not re-elected in time upon the expiry of their term, or where a director resigns during their term resulting in the number of Board members falling below the quorum, the original director shall continue to perform their duties in accordance with laws, administrative regulations, departmental rules, and the company's Articles of Association until the newly elected director takes office.
The Board of Directors shall meet at least twice a year. Board meetings shall be convened by the Chairman. The Chairman shall convene and preside over such meetings. Where the Chairman is unable to perform their duties due to special circumstances, the Vice Chairman shall convene and preside over such meetings. Where the Vice Chairman is also unable to perform their duties, a director jointly nominated by more than half of the directors shall convene and preside over such meetings.
A Board meeting may be convened when more than half of the directors are present. Each director shall have one vote. Resolutions of the Board of Directors shall be passed by more than half of all directors.
The Board of Directors shall keep minutes of decisions made at Board meetings. Directors attending the meeting and the secretary of the meeting shall sign the minutes. Directors have the right to request that explanations of their statements at the Board meeting be recorded in the minutes. The Board meeting minutes shall be kept as company archives.
The Board of Directors shall establish the following special committees: the Strategy Committee, the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee. The special committees shall be composed of directors, and the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee shall be chaired by independent directors, with independent directors comprising the majority of these committees. The special committees are working bodies of the Board of Directors and are accountable to the Board of Directors.
The Company shall have one General Manager who shall be appointed and removed by the Board of Directors.
(i) to be in charge of the production, operation, and management of the Company and organize the implementation of resolutions of the Board of Directors;
(vii) to determine the appointment or dismissal of management personnel other than those required to be appointed or dismissed by the Board of Directors;
(viii) other duties and powers conferred by the Articles of Association and the Board of Directors.
The General Manager shall attend Board meetings as a non-voting attendee.
(vi) To propose to the Board of Directors the appointment or dismissal of Deputy General Managers and Chief Financial Officer of the company; (vii) To appoint or dismiss management personnel other than those who shall be appointed or dismissed by the Board of Directors; (viii) To propose to convene extraordinary meetings of the Board of Directors; (ix) Other powers granted by the company's Articles of Association and the Board of Directors.
The General Manager may attend meetings of the Board of Directors as a non-voting attendee.
The company shall establish a Supervisory Board. The Supervisory Board shall consist of five members, including two employee representative supervisors. The term of each supervisor shall be three years, and supervisors may serve consecutive terms upon re-election. The Supervisory Board shall have one Chairman, who shall be elected and removed by a majority vote of all supervisors. The Chairman of the Supervisory Board shall convene and preside over meetings of the Supervisory Board.
(i) To review the company's financial affairs; (ii) To supervise the performance of duties by directors, General Manager, and other senior management personnel of the company, and to propose the removal of directors and senior management personnel who violate laws, administrative regulations, the Articles of Association, or resolutions of the shareholders' meeting; (iii) To require directors, General Manager, and other senior management personnel to make corrections when their acts are harmful to the interests of the company; (iv) To verify the financial information such as financial reports, business reports, and profit distribution plans to be submitted by the Board of Directors to the shareholders' meeting, and to engage accounting firms to assist in the review if necessary; (v) To propose to convene extraordinary shareholders' meetings, and to convene and preside over shareholders' meetings when the Board of Directors fails to perform its duties in accordance with the Company Law; (vi) To submit proposals at shareholders' meetings; (vii) To initiate legal proceedings against directors and senior management personnel in accordance with Article 151 of the Company Law; (viii) Other duties as stipulated in the Articles of Association.
Supervisors shall attend meetings of the Board of Directors as non-voting attendees, and shall have the right to raise questions or suggestions regarding matters resolved at the Board of Directors meetings.
The Supervisory Board shall convene at least one meeting every six months. Supervisors may propose to convene an extraordinary meeting of the Supervisory Board.
Resolutions of the Supervisory Board must be passed by a majority of all supervisors.
(vi) To propose to the Board of Directors the appointment or dismissal of Deputy General Managers and the Chief Financial Officer;
(vii) To decide on the appointment or dismissal of management personnel other than those who should be appointed or dismissed by the Board of Directors;
(viii) Other powers granted by the company's Articles of Association or the Board of Directors.
The General Manager shall attend the meetings of the Board of Directors.
Senior management personnel of the company shall faithfully perform their duties and safeguard the maximum interests of the company and all shareholders. If senior management personnel fail to faithfully perform their duties or violate their fiduciary duties, causing damage to the interests of the company and the public shareholders, they shall be liable for compensation in accordance with the law.
The circumstances of disqualification for Directors prescribed in the Articles of Association shall be applicable to Supervisors. Directors, the General Manager and other senior management shall not concurrently serve as Supervisors.
A Supervisor shall serve for a term of 3 years and may serve consecutive terms if re-appointed upon expiry of a term.
Where a re-election fails to be carried out in a timely manner upon the expiry of the term of office of a Supervisor, or in the event that the resignation of the Supervisor during his/her term of office results in the number of members of the Board of Supervisors falling below the statutory minimum requirement, such Supervisor shall continue to perform his/her duties as a Supervisor in accordance with the laws, administrative regulations, departmental rules and the Articles of Association until the newly elected Supervisor assumes the office.
Supervisors shall not use their affiliated relationships to damage the interests of the Company, and shall be liable for compensation if they cause losses to the Company.
If Supervisors of the Company violate the laws, administrative regulations, departmental rules and the Articles of Association when conducting their duties, causing damage to the Company, they shall be liable for compensation.
The Company shall have a Board of Supervisors. The Board of Supervisors comprises 3 Supervisors including one supervisor who is the representative of employees. The Board of Supervisors comprises with 1 chairman. The Chairman of the Board shall be elected by more than half of all the Supervisors.
The Chairman of the Board shall convene and preside over supervisory board meetings. Where the Chairman of the Board is unable or fails to perform his/her duties, the supervisory board meetings shall be convened and presided over by a Supervisor jointly elected by more than half of the Supervisors.
The Board of Supervisors shall include representatives of Shareholders and a proper proportion of employee representatives of the Company. The proportion of employee representatives shall be no less than one third of the Supervisors appointed. The employee representatives of the Board of Supervisors shall be elected by the Company's employees through the employee representatives meeting, employee meeting or otherwise democratically.
(i) to review the periodic reports of the Company prepared by the Board of Directors and express its written opinion;
(iii) to supervise the performance of Directors and senior management in the performance of their duties, and propose the removal of Directors and senior management who violate laws, administrative regulations, the Articles of Association or the resolutions of the shareholders' meetings;
(iv) to require Directors and the senior management to make corrections if their conduct has damaged the interests of the Company, reporting to the shareholders' meeting or relevant competent governmental authorities if necessary;
(v) to propose the convening of extraordinary shareholders' meetings and, in the event that the Board of Directors fails to perform the obligations to convene and preside over the shareholders' meetings in accordance with the PRC Company Law, to convene and preside over the shareholders' meetings;
(viii) to file lawsuit against Directors and senior management in accordance with Article 189 of the PRC Company Law;
(ix) in case of any irregularity identified in the operations of the Company, investigations may be conducted, and if necessary, professional institutions such as accounting firms and law firms may be engaged to assist in their work at the expense of the Company;
(x) Other functions and powers granted by laws, administrative regulations, departmental rules, or the Articles of Association.
监事会应每六个月至少召开一次定期会议。监事可以提议召开临时监事会会议。监事会决议须经半数以上监事通过，每位监事享有一票表决权。
公司应依据法律、行政法规、公司股票上市地证券监管规则及相关部门的规定，制定财务会计制度。
公司的财务会计报告应依据法律、行政法规、部门规章及公司股票上市地证券监管规则的相关规定进行编制、报送及披露。公司应于每个会计年度终了后四个月内，向中国证券监督管理委员会（以下简称"中国证监会"）及公司股票上市的证券交易所编制并报送年度报告；于每个会计年度上半年结束后两个月内，向中国证监会派驻机构及证券交易所报送并披露中期报告；于每个会计年度前三个月及前九个月结束后一个月内，报送季度报告。上述年度报告、中期报告及季度报告均依据法律、行政法规、部门规章及公司股票上市地证券监管规则的相关规定编制。
公司不得在法律规定以外另立会计账簿。公司的任何资产不得以任何个人名义开立账户存放。
公司分配当年税后利润时，应将税后利润的10%提取公司法定公积金。法定公积金累计余额达到公司注册资本的50%及以上时，可不再提取。公司法定公积金不足以弥补上一年度公司亏损的，在依照前款规定提取法定公积金之前，应先用当年利润弥补亏损。
公司从税后利润中提取法定公积金后，经股东大会决议，还可从税后利润中提取任意公积金。公司弥补亏损及提取公积金后的剩余税后利润，按照股东持有的股份比例进行分配。股东大会违反前款规定，在公司弥补亏损及提取法定公积金之前向股东分配利润的，股东必须将违反规定分配的利润退还公司。公司持有的本公司股份不参与利润分配。公司必须在香港委托一名或多名收款代理人代表相关H股股东收取并持有公司就H股所分配的股息及其他款项，待向相关H股股东支付。公司委任的收款代理人须符合法律法规及公司股票上市地证券监管规则的要求。
公司的公积金用于弥补公司亏损、扩大公司生产经营或增加公司注册资本。使用公积金弥补亏损时，应先使用任意公积金和法定公积金；如仍不足以弥补亏损，可依照规定使用资本公积金；如仍有亏损，可减少注册资本以弥补亏损。减少注册资本弥补亏损时，公司不得向股东分配利润，亦不得免除股东缴纳出资或股款的义务。依照前款规定，公司应自
The auditing fee of the accounting firm or the method of determining audit fee shall be determined by the shareholders' meeting.
In the event of termination of the appointment or non-renewal of appointment of an accounting firm, the Company shall notify the accounting firm 10 days in advance; when the shareholders' meeting votes on termination of appointment of an accounting firm, the accounting firm shall be allowed to make its representation. An accounting firm proposing to resign shall state its opinions in the shareholders' meeting whether the Company has committed any improper act.
Merger of the Company may take the form of absorption or establishment of a new company. In case of merger by absorption, a company absorbs any other company and the absorbed company is dissolved. In case of merger by new establishment, two or more companies merge into a new one and the parties to the merger are dissolved.
If the Company is involved in a merger, the parties to the merger shall enter into a merger agreement, and shall prepare a balance sheet and a property list. The Company shall notify its creditors within 10 days as of the date of the resolution for the merger and shall publish an announcement on the designated press or the National Enterprise Credit Information Publicity System (國家企業信用信息公示系統) within 30 days as of the date of such resolution. A creditor may within 30 days as of the receipt of the notice or, in case where he/she fails to receive such notice within 45 days of the date of the announcement, to demand the Company to repay its debts or provide guarantees for such debts. Where the securities regulatory rules at the place where the shares of the Company are listed have separate provisions, such provisions shall also be complied with simultaneously.
When the Company is merged, the claims and debts of each party to the merger shall be succeeded to by the company surviving the merger or the new company established subsequent to the merger.
Where there is a division of the Company, its assets shall be divided accordingly. Where there is a division of the Company, a balance sheet and property list shall be prepared. The Company shall notify its creditors within 10 days as of the date of the resolution for the division and shall publish an announcement on the designated press or the National Enterprise Credit Information Publicity System (國家企業信用信息公示系統) within 30 days as of the date of such resolution. Unless a written agreement has been entered into, before the division, by the Company and its creditors in relation to the repayment of debts, debts of the Company prior to the division shall be jointly assumed by the surviving companies after the division.
Where the Company needs to reduce its registered capital, it shall prepare a balance sheet and property list. The Company shall notify its creditors within 10 days as of the date of the resolution for the reduction of its registered capital and shall publish an announcement on the designated press or the National Enterprise Credit Information Publicity System (國家企業信用信息公示系統) within 30 days as of the date of such resolution. A creditor may within 30 days as of the receipt of the notice or, in case where he/she fails to receive such notice within 45 days of the date of the announcement, to demand the Company to repay its debts or provide guarantees for such debts.
The registered capital of the Company after the reduction shall not be less than the statutory minimum amount.
In the event of a merger or division of a company, if there is a change in the registration items, the Company shall go through the change registration with the company registration authority in accordance with the law; If the Company is dissolved, it shall go through the deregistration of the procedures company in accordance with the law; If a new company is established, the company establishment registration shall be completed in accordance with the law. If the Company increases or decreases its registered capital, it shall go through the change registration with the company registration authority in accordance with the law.
(i) expiry of the term of business provided in the Articles of Association or other cause of dissolution as specified therein;
(iv) the business license of the Company is revoked or the Company is ordered to close down or dissolved in accordance with the laws;
(v) the Company suffers significant hardships in operation and management, and its continued existence would cause significant losses to Shareholders' interests, and such issues cannot be resolved through other means, Shareholders representing 10% or above of the total voting rights of the Company may plead the court to dissolve the Company.
If the Company is in the situation as described in Item (i) of the preceding paragraph and has not yet distributed its properties to shareholders, it can continue to exist by amending the Articles of Association or through a resolution of the shareholders' meeting. The amendment of the Articles of Association or the resolution of the shareholders' meeting as per the preceding paragraph must be passed by more than two-thirds of the voting rights held by the shareholders attending the shareholders' meeting.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION The Company shall amend the Articles of Association in any of the following circumstances: (i)
after amendments are made to the PRC Company Law or other relevant laws, administrative regulations and regulatory rules at the place where the shares of the Company are listed, the matters stipulated in the Articles of Association are in conflict with the provisions of the revised laws, administrative regulations and regulatory rules at the place where the shares of the Company are listed;
(ii) if certain changes of the Company occur resulting in the inconsistency with certain terms specified in the Articles of Association; (iii) the shareholders' meeting has resolved to amend the Articles of Association. Where the amendments to the Articles of Association passed by resolutions of the shareholders' meetings require approval of the competent authorities, the amendments shall be submitted to the relevant authorities for approval. Where the amendments involve registration matters of the Company, the involved changes shall be registered in accordance with the laws. The Board shall amend the Articles of Association in accordance with the resolution of the shareholders' meetings on amendment to the Articles of Association and the examination and approval opinions from relevant authorities. Any amendment to the Articles of Association that is required to be disclosed in accordance with laws and regulations shall be announced in accordance with provisions thereof.
1.
A.
The following sets out the changes in the share capital of our major subsidiaries within two years immediately preceding the date of this prospectus.
Our Company was incorporated in the PRC on December 16, 2011, and was converted into a joint stock limited company on December 15, 2015. Our Company completed the listing of our A Shares on the ChiNext of the Shenzhen Stock Exchange (stock code: 300750) in June 2018.
As of the date of this prospectus, our Company's registered address and headquarters are located at No. 2 Xingang Road, Zhangwan Town, Jiaocheng District, Ningde City, Fujian Province, the PRC. Our Company's corporate structure and Articles of Association are governed by PRC laws and regulations.
The relevant PRC laws and regulations and a summary of the Articles of Association are set out in "Appendix IV — Summary of Principal Laws and Regulatory Provisions" and "Appendix V — Summary of the Articles of Association" to this prospectus, respectively.
Our principal place of business in Hong Kong is at 13/F, LKF29, 29 Wyndham Street, Central, Hong Kong. Our Company is registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on June 2, 2022. Mr. Chau Yiu Keung (周耀強) has been appointed as the authorized representative of our Company for the acceptance of service of process and notices on behalf of our Company in Hong Kong. The address for the service of process is the same as our principal place of business in Hong Kong.
Save as disclosed below, there has been no alteration in the share capital of our Company within two years immediately preceding the date of this prospectus.
(i) As considered and approved at the 22nd meeting of the third session of the Board on August 31, 2023, our Company issued 930,952 A Shares for the vesting of restricted stocks under the 2022 Share Incentive Plan. Upon completion of this issuance, our Company's total share capital increased from 4,396,292,935 to 4,397,223,887.
(ii) As considered and approved at the 24th meeting of the third session of the Board on October 19, 2023, our Company issued 1,033,810 A Shares for the vesting of restricted stocks under the restricted share incentive plan approved and adopted on October 29, 2020. Upon completion of this issuance, our Company's total share capital increased from 4,397,223,887 to 4,398,257,697.
(iii) As considered and approved at the 24th meeting of the third session of the Board on October 19, 2023, our Company issued 783,539 A shares for the vesting of restricted stocks under the 2021 Share Incentive Plan. Upon completion of this issuance, our Company's total share capital increased from 4,398,257,697 to 4,399,041,236.
(iv) As considered and approved at the 23rd meeting of the third session of the Board on September 8, 2023, the 27th meeting of the third session of the Board on March 14, 2024 and the 2023 annual general meeting on April 19, 2024, our Company repurchased and cancelled 126,720 and 107,294 A Shares granted to certain participants but not yet unlocked under the restricted stock incentive plan approved and adopted on July 26, 2018 and the restricted stock incentive plan approved and adopted on July 16, 2019, respectively. Upon completion of this repurchase and cancellation, our Company's total share capital decreased from 4,399,041,236 to 4,398,807,222.
(v) As considered and approved at the 30th meeting of the third session of the Board on September 9, 2024, our Company issued 3,568,447 A Shares for the vesting of restricted stocks under the 2023 Share Incentive Plan and the 2022 Share Incentive Plan. Upon completion of this issuance, our Company's total share capital increased from 4,398,807,222 to 4,402,375,669.
(vi) As considered and approved at the 24th meeting of the third session of the Board on October 19, 2023, our Company issued 15 A Shares for the exercise of stock options under the 2021 Share Incentive Plan. Upon completion of this issuance, our Company's total share capital increased from 4,402,375,669 to 4,402,375,684.
(vii) As considered and approved at the 30th meeting of the third session of the Board on September 9, 2024, our Company issued one A Share for the exercise of stock options under the 2022 Share Incentive Plan. Upon completion of this issuance, our Company's total share capital increased from 4,402,375,684 to 4,402,375,685.
(viii) As considered and approved at the 31st meeting of the third session of the Board on October 18, 2024, our Company issued 1,090,773 A Shares for the vesting of restricted stocks under the 2021 Share Incentive Plan. Upon completion of this issuance, our Company's total share capital increased from 4,402,375,685 to 4,403,466,458.
(ix) As considered and approved at the 2024 1st extraordinary general meeting on December 26, 2024, our Company cancelled 71,547 A Shares granted to certain participants but not yet unlocked under the restricted stock incentive plan approved and adopted July 16, 2019. Upon completion of this cancellation on February 21, 2025, our Company's total share capital decreased from 4,403,466,458 to 4,403,394,911.
We have applied to the Stock Exchange for, and the Stock Exchange has granted us a waiver from strict compliance with the requirements of paragraph 26 of Appendix D1A to the Listing Rules in relation to the disclosure of information relating to the changes in the share capital of any member of our Group within two years immediately preceding the date of this prospectus. For details, see "Waivers and Exemptions — Particulars of Information of Our Subsidiaries."
From September 2023 to December 2024, the number of issued shares of CATL-HK increased from 577,507,960 to 6,920,892,285, and its issued share capital increased from HK$577,507,960 to HK$6,920,892,285.
In January 2025, the number of issued shares of CATL-HK increased from 6,920,892,285 to 8,990,247,066, and its issued share capital increased from HK$6,920,892,285 to HK$8,990,247,066.
Save as disclosed above, there has been no alteration in the registered capital of our Major Subsidiaries within two years preceding the date of this prospectus.
D.
At the general meeting of our Company held on January 17, 2025, the following resolutions were passed by the Shareholders:
(i) the issuance of H Shares with a nominal value of RMB1.00 each by our Company and such H Shares be listed on the Stock Exchange;
(ii) the number of H Shares to be issued pursuant to the Global Offering before the exercise of the Over-allotment Option shall not exceed 5% of the enlarged share capital of our Company upon completion of the Global Offering, and the Over-allotment Option shall not exceed 15% of the above number of H Shares to be issued;
(iii) subject to the completion of the Global Offering, the Articles of Association to become effective on the Listing Date shall be conditionally adopted, and the Board and its authorized person have been authorized to amend the Articles of Association in accordance with any comments from the relevant regulatory authorities; and
(iv) to authorize the Board and its authorized person to handle the matters relating to, among others, the Global Offering, the issuance and listing of the H Shares.
2.
A.
The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of our Group within two years preceding the date of this prospectus which are or may be material:
(a) the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Sinopec (Hong Kong) Limited (中石化(香港)有限公司) and Goldman Sachs (Asia) L.L.C., pursuant to which Sinopec (Hong Kong) Limited (中石化(香 港)有限公司) agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$500 million;
(b) the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Kuwait Investment Authority and Goldman Sachs (Asia) L.L.C., pursuant to which Kuwait Investment Authority agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$500 million;
(c) the cornerstone investment agreement dated May 8, 2025 entered into among the Company, HHLR CF, L.P., J.P. Morgan Securities (Far East) Limited and J.P. Morgan Securities (Asia Pacific) Limited, pursuant to which HHLR CF, L.P. agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$200 million;
(d) the cornerstone investment agreement dated May 8, 2025 entered into among the Company, CICC Financial Trading Limited and China International Capital Corporation Hong Kong Securities Limited, pursuant to which CICC Financial Trading Limited has agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$120 million and hold such H Shares on a non-discretionary basis to hedge a series of cross-border delta-one OTC swap transactions entered into by CICC Financial Trading Limited, China International Capital Corporation Limited and Shanghai Gaoyi Asset Management Partnership (Limited Partnership) (上海高毅資產管理合夥企業(有限合夥)) as investment manager for and on behalf of certain investment funds;
(e) the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Perseverance Asset Management International (Singapore) Pte. Ltd. (acting for and on behalf of the portfolios under its management or investment advisory services) and China International Capital Corporation Hong Kong Securities Limited, pursuant to which Perseverance Asset Management International (Singapore) Pte. Ltd. (acting for and on behalf of the portfolios under its management or investment advisory services) agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$80 million;
(f) the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Zenith Hop International Limited and Merrill Lynch (Asia Pacific) Limited, pursuant to which Zenith Hop International Limited agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$110 million;
(g) the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Abstract Enigma Limited and UBS AG Hong Kong Branch, pursuant to which Abstract Enigma Limited agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$100 million;
2025年5月8日，本公司、中金财富证券有限公司（CICC Financial Trading Limited）及中国国际金融香港证券有限公司（China International Capital Corporation Hong Kong Securities Limited）订立的基础投资协议，据此，中金财富证券有限公司同意以发售价认购相当于港元等值5,000万美元的H股，并以非全权委托方式持有该等H股，以对冲中金财富证券有限公司、中国国际金融股份有限公司（China International Capital Corporation Limited）及上海高毅资产管理合伙企业（有限合伙）（Shanghai Greenwoods Asset Management Co., Ltd.）作为若干投资基金的投资管理人代表该等基金订立的一系列跨境delta-one场外互换交易；
2025年5月8日，本公司、高毅资产管理（香港）有限公司（Greenwoods Asset Management Hong Kong Limited）、摩根大通证券（远东）有限公司（J.P. Morgan Securities (Far East) Limited）及摩根大通证券（亚太）有限公司（J.P. Morgan Securities (Asia Pacific) Limited）订立的基础投资协议，据此，高毅资产管理（香港）有限公司同意以发售价认购相当于港元等值5,000万美元的H股；
2025年5月8日，本公司、Pinpoint Asset Management Limited、摩根大通证券（远东）有限公司（J.P. Morgan Securities (Far East) Limited）及摩根大通证券（亚太）有限公司（J.P. Morgan Securities (Asia Pacific) Limited）订立的基础投资协议，据此，Pinpoint Asset Management Limited同意以发售价认购相当于港元等值1亿美元的H股；
2025年5月9日，本公司、瑞银资产管理（新加坡）有限公司（UBS Asset Management (Singapore) Ltd.）（以投资管理人受托人身份代表协议所列投资者）及瑞银香港分行（UBS AG Hong Kong Branch）订立的基础投资协议，据此，瑞银资产管理（新加坡）有限公司（以投资管理人受托人身份代表协议所列投资者）同意以发售价认购相当于港元等值1亿美元的H股；
2025年5月8日，本公司、WT Asset Management Limited及高盛（亚洲）有限责任公司（Goldman Sachs (Asia) L.L.C.）订立的基础投资协议，据此，WT Asset Management Limited同意以发售价认购相当于港元等值1亿美元的H股；
2025年5月8日，本公司、CPE Redwood Investment Limited及美林（亚太）有限公司（Merrill Lynch (Asia Pacific) Limited）订立的基础投资协议，据此，CPE Redwood Investment Limited同意以发售价认购相当于港元等值8,000万美元的H股；
2025年5月8日，本公司、橡树资本管理有限合伙（Oaktree Capital Management, L.P.）（以投资管理人身份代表协议所列投资者）及美林（亚太）有限公司（Merrill Lynch (Asia Pacific) Limited）订立的基础投资协议，据此，橡树资本管理有限合伙（以投资管理人身份代表协议所列投资者）同意以发售价认购相当于港元等值7,500万美元的H股；
2025年5月8日，本公司、MX Bright Charm (BVI) Limited及中国国际金融香港证券有限公司（China International Capital Corporation Hong Kong Securities Limited）订立的基础投资协议，据此，MX Bright Charm (BVI) Limited同意以发售价认购相当于港元等值7,000万美元的H股；
2025年5月8日，本公司、未来资产证券株式会社（Mirae Asset Securities Co., Ltd.）及美林（亚太）有限公司（Merrill Lynch (Asia Pacific) Limited）订立的基础投资协议，据此，未来资产证券株式会社同意以发售价认购相当于港元等值4,000万美元的H股；
2025年5月8日，本公司、未来资产全球投资株式会社（Mirae Asset Global Investments Co., Ltd.）及美林（亚太）有限公司（Merrill Lynch (Asia Pacific) Limited）订立的基础投资协议，据此，未来资产全球投资株式会社同意以发售价认购相当于港元等值2,000万美元的H股；
2025年5月8日，本公司、加拿大皇家银行环球资产管理（亚洲）有限公司（RBC Global Asset Management (Asia) Limited）（以副投资管理人身份代表协议所列投资者）及美林（亚太）有限公司（Merrill Lynch (Asia Pacific) Limited）订立的基础投资协议，据此，加拿大皇家银行环球资产管理（亚洲）有限公司（以副投资管理人身份代表协议所列投资者）同意以发售价认购相当于港元等值5,300万美元的H股；
2025年5月8日，本公司、太平洋资产管理有限责任公司（Pacific Asset Management Co., Limited）及摩根士丹利亚洲有限公司（Morgan Stanley Asia Limited）订立的基础投资协议，据此，太平洋资产管理有限责任公司同意以发售价认购相当于港元等值4,000万美元的H股；
2025年5月8日，本公司、中国太保投资管理（香港）有限公司（CPIC Investment Management (H.K.) Company Limited）及摩根士丹利亚洲有限公司（Morgan Stanley Asia Limited）订立的基础投资协议，据此，中国太保投资管理（香港）有限公司
the cornerstone investment agreement dated May 8, 2025 entered into among the Company, LMR Multi-Strategy Master Fund Limited and Goldman Sachs (Asia) L.L.C., pursuant to which LMR Multi-Strategy Master Fund Limited agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$50 million;
the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Luoyang Science Technology Innvate Group, Ltd (洛陽科創集團有限公 司) and China International Capital Corporation Hong Kong Securities Limited, pursuant to which Luoyang Science Technology Innvate Group, Ltd (洛陽科創集團 有限公司) agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$50 million;
the cornerstone investment agreement dated May 8, 2025 entered into among the Company, PSBC Wealth Management Co., Ltd. (中郵理財有限責任公司) and China International Capital Corporation Hong Kong Securities Limited, pursuant to which PSBC Wealth Management Co., Ltd. (中郵理財有限責任公司) agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$50 million;
the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Taikang Life Insurance Co., Ltd and China Securities (International) Corporate Finance Company Limited, pursuant to which Taikang Life Insurance Co., Ltd agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$50 million;
the cornerstone investment agreement dated May 8, 2025 entered into among the Company, Lingotto Alternative Investments Master Fund ICAV on behalf of its sub-fund Lingotto Innovation Master Fund, J.P. Morgan Securities (Far East) Limited and J.P. Morgan Securities (Asia Pacific) Limited, pursuant to which Lingotto Alternative Investments Master Fund ICAV on behalf of its sub-fund Lingotto Innovation Master Fund agreed to subscribe for H Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$30 million; and
the Hong Kong Underwriting Agreement.
B.
As of December 31, 2024, we had registered the following trademarks which we consider to be or may be material to our business:
| No. | Trademark | Place of registration | Registration number | Registered owner | Category | Expiry Date | |-----|-----------|----------------------|--------------------|-----------------|-----------|----------- | | 1 | ў ў ў ў | PRC | 11130090 | the Company | 9 | November 13, 2033 | | 2 | ў ў ў ў | PRC | 18794913 | the Company | 9 | February 6, 2027 | | 3 | ў ў ў ў | PRC | 22773120 | the Company | 9 | February 20, 2028 | | 4 | ў ў ў ў | PRC | 22773147 | the Company | 9 | February 20, 2028 | | 5 | ў ў ў ў | PRC | 44916798 | the Company | 37 | January 6, 2031 | | 6 | ў ў ў ў | PRC | 47026533 | the Company | 12 | April 20, 2031 | | 7 | ў ў ў ў | PRC | 47029701 | the Company | 9 | April 27, 2031 | | 8 | ў ў ў ў | PRC | 51537017 | the Company | 42 | August 27, 2031 | | 9 | ў ў ў ў | PRC | 51561417 | the Company | 9 | August 27, 2031 | | 10 | ў ў ў | PRC | 62274008 | the Company | 9 | September 27, 2033 | | 11 | ў ў ў | PRC | 62293700 | the Company | 9 | October 13, 2033 | | 12 | ў ў ў | PRC | 65308017 | the Company | 9 | March 6, 2034 | | 13 | ў ў ў | PRC | 65312246 | the Company | 9 | December 27, 2034 |
| No. | Trademark | Place of registration | Registration number | Registered owner | Category | Expiry Date | |-----|-----------|----------------------|--------------------|-----------------|-----------|----------- | | 14 | ў ў ў | PRC | 66899562 | the Company | 12 | August 6, 2034 | | 15 | ў ў ў | PRC | 67303155 | the Company | 12 | May 6, 2033 | | 16 | ў ў ў | PRC | 67325303 | the Company | 9 | March 6, 2034 | | 17 | ў ў ў | PRC | 68050063 | the Company | 9 | March 6, 2034 | | 18 | ў ў ў | PRC | 68062615 | the Company | 37 | February 13, 2034 | | 19 | ў ў ў | PRC | 69184599 | the Company | 12 | July 13, 2034 | | 20 | ў ў ў | PRC | 69675945 | the Company | 37 | July 6, 2034 | | 21 | ў ў ў | PRC | 69711753 | the Company | 9 | September 13, 2034 | | 22 | ў ў ў | PRC | 70677388 | the Company | 9 | October 6, 2034 | | 23 | ў ў ў | PRC | 70964930 | the Company | 37 | May 13, 2034 | | 24 | ў ў ў | PRC | 71095454 | the Company | 12 | December 6, 2034 | | 25 | ў ў ў | PRC | 72027915 | the Company | 37 | December 27, 2033 | | 26 | ў ў ў | PRC | 72434930 | the Company | 12 | February 20, 2034 | | 27 | ў ў ў | PRC | 72474780 | the Company | 12 | January 27, 2034 | | 28 | ў ў ў | PRC | 72964068 | the Company | 37 | August 20, 2034 | | 29 | ў ў ў | PRC | 73407136 | the Company | 40 | April 13, 2034 | | 30 | ў ў ў | PRC | 73408204 | the Company | 37 | April 13, 2034 | | 31 | ў ў ў | PRC | 73415167 | the Company | 35 | December 6, 2034 | | 32 | ў ў ў | PRC | 73416078 | the Company | 9 | April 13, 2034 |
| No. | Trademark | Place of registration | Registration number | Registered owner | Category | Expiry Date | |-----|-----------|----------------------|--------------------|-----------------|-----------|----------- | | 33 | ў ў ў | PRC | 73426214 | the Company | 9 | April 27, 2034 | | 34 | ў ў ў | PRC | 73430258 | the Company | 42 | April 6, 2034 | | 35 | ў ў ў | PRC | 75620509 | the Company | 40 | July 27, 2034 | | 36 | ў ў ў | PRC | 76994672 | the Company | 9 | September 6, 2034 | | 37 | ў ў ў | PRC | 77398991 | the Company | 9 | September 6, 2034 | | 38 | ў ў ў | PRC | 77527221 | the Company | 9 | September 20, 2034 | | 39 | ў ў ў | PRC | 77736629 | the Company | 12 | September 27, 2034 | | 40 | ў ў ў | PRC | 77737313 | the Company | 9 | September 27, 2034 | | 41 | ў ў ў | PRC | 78179118 | the Company | 37 | November 20, 2034 | | 42 | ў ў ў | PRC | 78571610 | the Company | 37 | November 6, 2034 |
As of December 31, 2024, we had registered the following patents which we consider to be or may be material to our business:
| No. | Patent | Registered owner | |-----|--------|-----------------| | 1 | ў ў | the Company | | 2 | ў ў | the Company | | 3 | ў ў | the Company | | 4 | ў ў | the Company | | 5 | ў ў | the Company | | 6 | ў ў | the Company | | 7 | ў ў | the Company | | 8 | ў ў | the Company | | 9 | ў ў | the Company | | 10 | ў ў | the Company | | 11 | ў ў | the Company | | 12 | ў ў | the Company |
No. | Registered owner | Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration
13 | the Company | Negative pole piece, preparation method thereof and electrochemical device | Invention | ZL201810712609.X | June 29, 2018 | June 28, 2038 | PRC
14 | the Company | Negative pole piece, preparation method thereof and electrochemical device | Invention | ZL201810720748.7 | June 29, 2018 | June 28, 2038 | PRC
15 | the Company | Sampling assembly and battery module | Invention | ZL201810813707.2 | July 23, 2018 | July 22, 2038 | PRC
16 | the Company | Electrolyte and lithium ion battery | Invention | ZL201810884022.7 | August 6, 2018 | August 5, 2038 | PRC
17 | the Company | Negative pole piece and secondary battery | Invention | ZL201810989451.0 | August 28, 2018 | August 27, 2038 | PRC
18 | the Company | Roll press device | Invention | ZL201811038675.X | September 6, 2018 | September 5, 2038 | PRC
19 | the Company | Battery module and confluence assembly thereof | Invention | ZL201811075009.3 | September 14, 2018 | September 13, 2038 | PRC
20 | the Company | Battery module and converging member and converging assembly thereof | Invention | ZL201811074071.0 | September 14, 2018 | September 13, 2038 | PRC
21 | the Company | Secondary battery | Invention | ZL201811088576.2 | September 18, 2018 | September 17, 2038 | PRC
22 | the Company | Lithium ion secondary battery | Invention | ZL201811094862.X | September 19, 2018 | September 18, 2038 | PRC
23 | the Company | Non-aqueous electrolyte and lithium ion battery | Invention | ZL201811140346.6 | September 28, 2018 | September 27, 2038 | PRC
24 | the Company | Positive electrode plate and lithium ion secondary battery | Invention | ZL201811136888.6 | September 28, 2018 | September 27, 2038 | PRC
25 | the Company | Lithium ion battery | Invention | ZL201811159878.4 | September 30, 2018 | September 29, 2038 | PRC
26 | the Company | Electrolyte and secondary battery | Invention | ZL201811206883.6 | October 17, 2018 | October 16, 2038 | PRC
27 | the Company | Conveying roller and winding machine | Invention | ZL201811290089.4 | October 31, 2018 | October 30, 2038 | PRC
28 | the Company | Battery Box | Invention | ZL201811294488.8 | November 1, 2018 | October 31, 2038 | PRC
29 | the Company | Lower box and battery case | Invention | ZL201811294857.3 | November 1, 2018 | October 31, 2038 | PRC
30 | the Company | Battery Pack | Invention | ZL201811300970.8 | November 2, 2018 | November 1, 2038 | PRC
No. | Registered owner | Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration
31 | the Company | Battery pack | Invention | ZL201811361300.7 | November 15, 2018 | November 14, 2038 | PRC
32 | the Company | Electrode plate and electrochemical device | Invention | ZL201811644244.8 | December 29, 2018 | December 28, 2038 | PRC
33 | the Company | Lithium supplement agent, positive pole piece, isolating membrane and lithium ion battery | Invention | ZL201811637420.5 | December 29, 2018 | December 28, 2038 | PRC
34 | the Company | Battery module | Invention | ZL201910080691.3 | January 28, 2019 | January 27, 2039 | PRC
35 | the Company | Battery pack thermal management system and thermal management system for electric vehicle | Invention | ZL201910152153.0 | February 28, 2019 | February 27, 2039 | PRC
36 | the Company | Unwinding device and unwinding equipment | Invention | ZL201910185637.5 | March 12, 2019 | March 11, 2039 | PRC
37 | the Company | Battery module and battery pack | Invention | ZL201910212474.5 | March 20, 2019 | March 19, 2039 | PRC
38 | the Company | Positive pole piece and electrochemical device | Invention | ZL201910299937.6 | April 15, 2019 | April 14, 2039 | PRC
39 | the Company | Drying and screening device and drying and screening equipment | Invention | ZL201910344571.X | April 26, 2019 | April 25, 2039 | PRC
40 | the Company | High temperature sintering equipment and method for negative electrode material | Invention | | | | PRC
42 | the Company | Negative pole piece, battery cell and lithium ion battery | Invention | | | | PRC
43 | the Company | Negative pole piece, battery cell and lithium ion battery | Invention | | | | PRC
| No. | Registered Owner | Patent | Type of Patent | Registration Number | Application Date | Expiry Date | Place of Registration | |-----|-----------------|--------|----------------|---------------------|-----------------|-------------|---------------------| | 72 | the Company | Welding device and welding method | Invention | | | | | | 73 | the Company | Secondary battery, battery module, battery pack, and power consumption device | Invention | | | | | | 74 | the Company | Battery cell and battery, device, preparation method, and preparation device related thereto | Invention | | | | | | 75 | the Company | Coating quality test method and system | Invention | | | | | | 76 | the Company | Heating device and heating method | Invention | | | | | | 77 | the Company | Welding apparatus for battery belt | Invention | | | | | | 78 | the Company | Composite graphite material, preparation method thereof, negative electrode plate and secondary battery | Invention | | | | | | 79 | the Company | Rolling device and rolling method | Invention | | | | | | 80 | the Company | Electricity core formation anchor clamps and electricity core formation system | Invention | | | | | | 81 | the Company | Clamp, method for clamping battery, heating system and battery heating and cold pressing method | Invention | | | | | | 82 | the Company | Lithium ion battery, battery module, battery pack and electric apparatus | Invention | | | | | | 83 | the Company | Positive pole piece, secondary battery, battery module, battery pack and electric device | Invention | | | | | | 84 | the Company | Phase-change microcapsule, separator, electrode plate, battery, and electrical device | Invention | | | | |
| Registration Number | Application Date | Expiry Date | Place of Registration | |---------------------|-----------------|-------------|----------------------| | ZL201910346139.4 | April 26, 2019 | April 25, 2039 | PRC | | ZL201910423107.X | May 21, 2019 | May 20, 2039 | PRC | | ZL201910471965.1 | May 31, 2019 | May 30, 2039 | PRC | | ZL201910471884.1 | May 31, 2019 | May 30, 2039 | PRC | | ZL201910528787.1 | June 18, 2019 | June 17, 2039 | PRC | | ZL201910528260.9 | June 18, 2019 | June 17, 2039 | PRC | | ZL201910528792.2 | June 18, 2019 | June 17, 2039 | PRC |
| No. | Registered Owner | Patent | Type of Patent | Registration Number | Application Date | Expiry Date | Place of Registration | |-----|-----------------|--------|----------------|---------------------|-----------------|-------------|----------------------| | 47 | the Company | Positive electrode material, preparation method therefor, and use thereof | Invention | ZL201910578163.0 | June 28, 2019 | June 27, 2039 | PRC | | 48 | the Company | Positive electrode material, preparation method therefor, and use thereof | Invention | ZL201910585849.2 | July 1, 2019 | June 30, 2039 | PRC | | 49 | the Company | Pole piece winding equipment | Invention | ZL201910636229.7 | July 15, 2019 | July 14, 2039 | PRC | | 50 | the Company | Negative electrode active material and secondary battery | Invention | ZL201910688061.4 | July 29, 2019 | July 28, 2039 | PRC | | 51 | the Company | Solid electrolyte membrane and solid lithium metal battery | Invention | ZL201910802273.0 | August 28, 2019 | August 27, 2039 | PRC | | 52 | the Company | Positive electrode active material, positive electrode plate and lithium ion secondary battery | Invention | ZL201910845574.1 | September 2, 2019 | September 1, 2039 | PRC | | 53 | the Company | Separator, process for preparing the same, lithium ion secondary battery, battery module, battery pack and apparatus | Invention | ZL201910874822.5 | September 17, 2019 | September 16, 2039 | PRC | | 54 | the Company | Battery cell circulation clamp, equipment and method | Invention | ZL201910903193.4 | September 24, 2019 | September 23, 2039 | PRC | | 55 | the Company | Tab dislocation adjusting method and device | Invention | ZL201910907531.1 | September 24, 2019 | September 23, 2039 | PRC | | 56 | the Company | Electrode sheet forming device and electrode sheet forming method | Invention | ZL201910960331.2 | October 10, 2019 | October 9, 2039 | PRC | | 57 | the Company | Electrode sheet forming device and electrode sheet forming method | Invention | ZL201910960346.9 | October 10, 2019 | October 9, 2039 | PRC | | 58 | the Company | Battery pack and vehicle | Invention | ZL201910975573.9 | October 15, 2019 | October 14, 2043 | PRC | | 59 | the Company | Electrolyte for lithium ion battery, battery module, battery pack and device | Invention | ZL201910996078.6 | October 18, 2019 | October 17, 2039 | PRC |
| No. | Registered Owner | Patent | Type of Patent | Registration Number | Application Date | Expiry Date | Place of Registration | |-----|-----------------|--------|----------------|---------------------|-----------------|-------------|----------------------| | 60 | the Company | Explosion-proof valve, battery pack, and apparatus | Invention | ZL202010128393.X | February 28, 2020 | February 27, 2040 | PRC | | 61 | the Company | Battery formation system | Invention | ZL202010513713.3 | June 8, 2020 | June 7, 2040 | PRC | | 62 | the Company | Self-heating control method and device for power battery | Invention | ZL202010664362.6 | July 10, 2020 | July 9, 2040 | PRC | | 63 | the Company | Battery pack, electric device, and method for manufacturing battery pack | Invention | ZL202010757351.2 | July 31, 2020 | July 30, 2040 | PRC | | 64 | the Company | Valve, battery and electric equipment | Invention | ZL202010901519.2 | August 31, 2020 | August 30, 2040 | PRC | | 65 | the Company | Mounting seat, battery and consumer | Invention | ZL202011367674.7 | November 27, 2020 | November 26, 2040 | PRC | | 66 | the Company | Battery cell, battery, electric device, and method for manufacturing battery cell | Invention | ZL202011404806.9 | December 2, 2020 | December 1, 2040 | PRC | | 67 | the Company | Microencapsulated transition metal ion capture agent and preparation method thereof | Invention | ZL202110099606.5 | January 25, 2021 | January 24, 2041 | PRC | | 68 | the Company | Microencapsulated transition metal ion scavenger for water treatment and preparation method thereof | Invention | ZL202110099598.4 | January 25, 2021 | January 24, 2041 | PRC | | 69 | the Company | Microencapsulated transition metal ion scavenger, preparation method and diaphragm | Invention | ZL202110099597.X | January 25, 2021 | January 24, 2041 | PRC | | 70 | the Company | Electrode assembly, preparation method thereof, battery cell, battery and power utilization device | Invention | ZL202110310578.7 | March 23, 2021 | March 22, 2041 | PRC | | 71 | the Company | Adjustable winding needle and pole piece winding device | Invention | ZL202110410222.0 | April 16, 2021 | April 15, 2041 | PRC |
August 30, 2041 August 31, 2021 August 30, 2041 September 10, 2021 September 9, 2041 September 15, 2021 September 14, 2041
No.
Battery pack overturning device and method | Invention Air filling device, air tightness testing device, air filling method and air tightness testing method | Invention Battery box body, crimping device and manufacturing method of battery box body | Invention Isolation film, secondary battery, battery module, battery pack and electrical apparatus | Invention Battery cell, battery and power consumption device | Invention Positive electrode slurry, method for preparing positive electrode plate, secondary battery, battery module, battery pack and electric device | Invention Drain valve for battery box, battery, electric apparatus, and drainage method | Invention Battery box, battery and power consumption device | Invention Clamping device and battery manufacturing equipment | Invention Battery and electricity utilization device | Invention End cover assembly, battery cell, battery, and power utilization device | Invention Adapter member, battery cell, battery, and power utilization device | Invention Battery cell and battery and electrical device incorporating the same | Invention
No.
102 ў the Company 103 ў the Company 104 ў the Company 105 ў the Company 106 ў the Company 107 ў the Company
| Type of patent | Registration number | Application date | Expiry date | Place of registration | |---|---|---|---|---| | Pole piece, electric core, battery and electric equipment | Invention | ZL202211371202.8 | November 3, 2022 | November 2, 2042 | PRC | | Pole piece, electric core, battery and electric equipment | Invention | ZL202211370336.8 | November 3, 2022 | November 2, 2042 | PRC | | Electrolyte, sodium ion battery and electricity utilization device | Invention | ZL202310289538.8 | March 23, 2023 | March 22, 2043 | PRC | | Battery cell, battery and power consumption device | Invention | ZL202310363528.4 | April 7, 2023 | April 6, 2043 | PRC | | Box, battery and electric equipment | Invention | ZL202310487798.6 | May 4, 2023 | May 3, 2043 | PRC | | Positive pole piece, battery and electric equipment | Invention | ZL202310507530.4 | May 8, 2023 | May 7, 2043 | PRC | | Positive pole piece, battery and electric equipment | Invention | ZL202310514842.8 | May 9, 2023 | May 8, 2043 | PRC | | Positioning jig and transportation system | Invention | ZL202310520471.4 | May 10, 2023 | May 9, 2043 | PRC | | Energy storage device and control method thereof | Invention | ZL202310573797.3 | May 22, 2023 | May 21, 2043 | PRC | | Electrode assembly, secondary battery, and electricity using device | Invention | ZL202310597446.6 | May 25, 2023 | May 24, 2043 | PRC | | Composite conductive agent, negative electrode composition containing same, negative electrode plate, battery and electric device | Invention | ZL202310611703.7 | May 26, 2023 | May 25, 2043 | PRC | | Secondary battery, preparation method thereof and power utilization device | Invention | ZL202310639708.0 | June 1, 2023 | May 31, 2043 | PRC | | Positive pole piece, battery and electric equipment | Invention | ZL202310668403.2 | June 7, 2023 | June 6, 2043 | PRC | | Cleaning device, impurity removal system and cleaning method | Invention | ZL202310789225.9 | June 30, 2023 | June 29, 2043 | PRC | | Image processing method, apparatus, device, storage medium, and program product | Invention | ZL202310820447.2 | July 6, 2023 | July 5, 2043 | PRC |
No.
Battery torsion detection method, related device, battery, equipment and storage medium Winding system and winding method thereof Electrode, preparation method thereof, battery and battery application Polymer, preparation method, dispersing agent, positive electrode slurry, positive electrode plate, secondary battery and electricity utilization device Polymer, preparation method, dispersing agent, positive electrode slurry, positive electrode plate, secondary battery and electricity utilization device Image processing method, apparatus, device, storage medium, and program product Sensor, manufacturing method, battery cell, battery and electricity utilization device Liquid discharge valve of battery, battery and electricity utilization device Pole piece, preparation method thereof, battery monomer, battery and electricity utilization device Electrode assembly, battery and electric equipment
| Type of Patent | Registration Number | Application Date | Expiry Date | Place of Registration | |---|---|---|---|---| | Invention | ZL202310830675.8 | July 7, 2023 | July 6, 2043 | PRC | | Invention | ZL202310841090.6 | July 11, 2023 | July 10, 2043 | PRC | | Invention | ZL202310864130.9 | July 14, 2023 | July 13, 2043 | PRC | | Invention | ZL202310864117.3 | July 14, 2023 | July 13, 2043 | PRC | | Invention | ZL202310864261.7 | July 14, 2023 | July 13, 2043 | PRC | | Invention | ZL202310877081.2 | July 18, 2023 | July 17, 2043 | PRC | | Invention | ZL202310888754.4 | July 19, 2023 | July 18, 2043 | PRC | | Invention | ZL202310891183.X | July 20, 2023 | July 19, 2043 | PRC | | Invention | ZL202310904929.6 | July 24, 2023 | July 23, 2043 | PRC | | Invention | ZL202310919314.0 | July 26, 2023 | July 25, 2043 | PRC |
| No. | Registered Owner | Patent | Type of Patent | Registration Number | Application Date | Expiry Date | Place of Registration | |---|---|---|---|---|---|---|---| | 123 | the Company | Negative electrode plate, preparation method thereof, secondary battery and power utilization device | Invention | ZL202310931325.0 | July 27, 2023 | July 26, 2043 | PRC | | 124 | the Company | Surface coating layer binding force detection system, device and method and coating equipment | Invention | ZL202311017645.1 | August 14, 2023 | August 13, 2043 | PRC | | 125 | the Company | Epoxy resin powder coating material, battery case, secondary battery, and electric device | Invention | ZL202311052305.2 | August 21, 2023 | August 20, 2043 | PRC | | 126 | the Company | Battery, power utilization device and gas detection method of battery | Invention | ZL202311070144.X | August 24, 2023 | August 23, 2043 | PRC | | 127 | the Company | Battery and electricity utilization device | Invention | ZL202311075799.6 | August 25, 2023 | August 24, 2043 | PRC | | 128 | the Company | Gas sensor, battery cell, battery and gas concentration detection method | Invention | ZL202311080571.6 | August 25, 2023 | August 24, 2043 | PRC | | 129 | the Company | Gas sensor, battery, power consumption device, and gas concentration detection method | Invention | ZL202311080575.4 | August 25, 2023 | August 24, 2043 | PRC | | 130 | the Company | Battery and electricity utilization device | Invention | ZL202311084898.0 | August 28, 2023 | August 27, 2043 | PRC | | 131 | the Company | Energy storage device and gas concentration detection method thereof | Invention | ZL202311093473.6 | August 29, 2023 | August 28, 2043 | PRC | | 132 | the Company | Cathode plate detection system and method | Invention | ZL202311157576.4 | September 8, 2023 | September 7, 2043 | PRC | | 133 | the Company | Pole piece folding control method and device, pole piece folding device and battery production system | Invention | ZL202311168982.0 | September 12, 2023 | September 11, 2043 | PRC |
| No. | Registered Owner | Patent | Type of Patent | Registration Number | Application Date | Expiry Date | Place of Registration | |---|---|---|---|---|---|---|---| | 134 | the Company | Pole piece folding control method and device, pole piece folding device and battery production system | Invention | ZL202311168985.4 | September 12, 2023 | September 11, 2043 | PRC | | 135 | the Company | Bonding assembly, battery, and electrical device | Invention | ZL202311182630.0 | September 14, 2023 | September 13, 2043 | PRC | | 136 | the Company | Separator, preparation method thereof, battery and power utilization device | Invention | ZL202311183984.7 | September 14, 2023 | September 13, 2043 | PRC | | 137 | the Company | Negative current collector, preparation method thereof, negative electrode plate, lithium metal battery and power utilization device | Invention | ZL202311196336.5 | September 18, 2023 | September 17, 2043 | PRC | | 138 | the Company | Support transfer device, support method and battery production system | Invention | ZL202311219355.5 | September 21, 2023 | September 20, 2043 | PRC | | 139 | the Company | Winding needle assembly, winding device and winding method | Invention | ZL202311229325.2 | September 22, 2023 | September 21, 2043 | PRC | | 140 | the Company | Perovskite thin film, perovskite precursor liquid, perovskite battery and electricity utilization device | Invention | ZL202311304817.3 | October 10, 2023 | October 9, 2043 | PRC | | 141 | the Company | Electrode plate, secondary battery, electricity utilization device, preparation method and recycling method | Invention | ZL202311318161.0 | October 12, 2023 | October 11, 2043 | PRC | | 142 | the Company | Glue spreading detection method and pole piece glue spreading system | Invention | ZL202311331418.6 | October 16, 2023 | October 15, 2043 | PRC |
| No. | Registered Owner | Patent | Type of Patent | Registration Number | Application Date | Expiry Date | Place of Registration | |---|---|---|---|---|---|---|---| | 143 | the Company | | | | | | | | 144 | the Company | | | | | | | | 145 | the Company | | | | | | | | 146 | the Company | | | | | | | | 147 | the Company | | | | | | | | 148 | the Company | | | | | | | | 149 | the Company | | | | | | | | 150 | the Company | | | | | | | | 151 | the Company | | | | | | |
Positive electrode active material, preparation method thereof, positive electrode plate, secondary battery and power utilization device Polymer, preparation method thereof and secondary battery containing same Pressurizing device, system and method for replacing pressing block for battery module Positive electrode active material, preparation method thereof, positive electrode plate, battery and electricity utilization device Heat exchange device, box, battery and power utilization device Lithium supplementing agent, preparation method thereof, positive electrode plate, battery and power utilization device Polymer, primer paste, composite current collector, secondary battery and electricity utilization device Battery and electricity utilization device Battery and electricity utilization device
| Type of patent | Registration number | Application date | Expiry date | Place of registration | |---|---|---|---|---| | Invention | ZL202311331958.4 | October 16, 2023 | October 15, 2043 | PRC | | Invention | ZL202311349955.3 | October 18, 2023 | October 17, 2043 | PRC | | Invention | ZL202311350713.6 | October 18, 2023 | October 17, 2043 | PRC | | Invention | ZL202311380418.5 | October 24, 2023 | October 23, 2043 | PRC | | Invention | ZL202311389712.2 | October 25, 2023 | October 24, 2043 | PRC | | Invention | ZL202311392258.6 | October 25, 2023 | October 24, 2043 | PRC | | Invention | ZL202311392134.8 | October 25, 2023 | October 24, 2043 | PRC | | Invention | ZL202311419343.7 | October 30, 2023 | October 29, 2043 | PRC | | Invention | ZL202311419402.0 | October 30, 2023 | October 29, 2043 | PRC |
| No. | Registered owner | Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration | |---|---|---|---|---|---|---|---| | 152 | the Company | Adhesive and preparation method thereof, negative electrode plate, battery and power utilization device | Invention | ZL202311423953.4 | October 31, 2023 | October 30, 2043 | PRC | | 153 | the Company | Negative electrode plate, preparation method thereof, battery and electricity utilization device | Invention | ZL202311466654.9 | November 7, 2023 | November 6, 2043 | PRC | | 154 | the Company | Battery monomer, preparation method thereof, battery and power utilization device | Invention | ZL202311480350.8 | November 8, 2023 | November 7, 2043 | PRC | | 155 | the Company | Pole piece detection method and system | Invention | ZL202311484017.4 | November 9, 2023 | November 8, 2043 | PRC | | 156 | the Company | Lithium supplementing additive, positive pole piece, battery and electricity utilization device | Invention | ZL202311504784.7 | November 13, 2023 | November 12, 2043 | PRC | | 157 | the Company | Pole piece, secondary battery and electricity utilization device | Invention | ZL202311633510.8 | December 1, 2023 | November 30, 2043 | PRC | | 158 | the Company | Polymer of polymer alkali metal salt and application thereof in preparation of secondary battery | Invention | ZL202311633671.7 | December 1, 2023 | November 30, 2043 | PRC | | 159 | the Company | Secondary battery and electricity utilization device | Invention | ZL202311633137.6 | December 1, 2023 | November 30, 2043 | PRC | | 160 | the Company | Paper tearing device, paper tearing method, rubberizing equipment and rubberizing method | Invention | ZL202410051829.8 | January 15, 2024 | January 14, 2044 | PRC | | 161 | the Company | Rubberizing device, rubberizing method and battery production line | Invention | ZL202410090142.5 | January 23, 2024 | January 22, 2044 | PRC | | 162 | the Company | Evaluation method for effective replenishment level of active ions of secondary ion battery | Invention | ZL202410142206.1 | February 1, 2024 | January 31, 2044 | PRC |
| No. | Registered owner | Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration | |---|---|---|---|---|---|---|---| | 163 | the Company | Welding method and welding system for pole | Invention | ZL202410143662.8 | February 1, 2024 | January 31, 2044 | PRC | | 164 | the Company | Method and apparatus for controlling battery | Invention | ZL202410150478.6 | February 2, 2024 | February 1, 2044 | PRC | | 165 | the Company | Battery liquid injection system and battery liquid injection method | Invention | ZL202410156119.1 | February 4, 2024 | February 3, 2044 | PRC | | 166 | the Company | Welding quality detection system and method | Invention | ZL202410161178.8 | February 5, 2024 | February 4, 2044 | PRC | | 167 | the Company | Battery and electrical device incorporating the same | Invention | ZL202410172611.8 | February 6, 2024 | February 5, 2044 | PRC | | 168 | the Company | Heat exchange component, battery, and electrical equipment | Invention | ZL202410171636.6 | February 6, 2024 | February 5, 2044 | PRC | | 169 | the Company | Storage device, battery assembly system, control method and battery production system | Invention | ZL202410179109.X | February 18, 2024 | February 17, 2044 | PRC | | 170 | the Company | Tab detection system and tab detection method | Invention | ZL202410200679.2 | February 23, 2024 | February 22, 2044 | PRC | | 171 | the Company | Data processing system and method | Invention | ZL202410211570.9 | February 27, 2024 | February 26, 2044 | PRC | | 172 | the Company | Material conveying line, material conveying method and pallet material conveying control method | Invention | ZL202410233414.2 | March 1, 2024 | February 29, 2044 | PRC | | 173 | the Company | Detection system and detection method for pole piece | Invention | ZL202410252548.9 | March 6, 2024 | March 5, 2044 | PRC | | 174 | the Company | Battery production system | Invention | ZL202410347859.3 | March 26, 2024 | March 25, 2044 | PRC | | 175 | the Company | Processing device, battery production equipment and processing method of cylindrical battery monomer | Invention | ZL202410349028.X | March 26, 2024 | March 25, 2044 | PRC | | 176 | the Company | Battery cell pairing system, battery production system and battery cell pairing method | Invention | ZL202410397475.2 | April 3, 2024 | April 2, 2044 | PRC | | 177 | the Company | Fluid injection system and fluid | Invention | ZL202410452923.4 | April 16, 2024 | April 15, 2044 | PRC | | 178 | the Company | Angle iron installation equipment and angle iron installation method | Invention | | | | |
No. | Registered owner | Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration
179 ў the Company | Battery panning device, production line, and battery panning method | Invention | ZL202410765534.7 | June 14, 2024 | June 13, 2044 | PRC
180 ў the Company, Shenzhen Times Future Energy Technology Co., Ltd. | Energy storage device and method for temperation | Invention | ZL202410970505.4 | July 19, 2024 | July 18, 2044 | PRC
181 ў CATL-JS | Battery cell production equipment and battery cell manufacturing method | Invention | ZL202010685748.5 | July 16, 2020 | July 15, 2040 | PRC
182 ў CATL-JS | Air tightness detection device and method thereof | Invention | ZL202011095453.9 | October 14, 2020 | October 13, 2040 | PRC
183 ў CATL-JS | Box, battery and device | Invention | ZL202011120254.9 | October 19, 2020 | October 18, 2040 | PRC
184 ў CATL-JS | End cover assembly, battery cell, exhaust method, battery and power utilization device | Invention | ZL202011276284.9 | November 16, 2020 | November 15, 2040 | PRC
185 ў CATL-JS | Battery equalization method and apparatus, and battery management system | Invention | ZL202011539345.6 | December 23, 2020 | December 22, 2040 | PRC
186 ў CATL-JS | Battery cell, method for manufacturing same, battery, and power utilization device | Invention | ZL202011600657.3 | December 30, 2020 | December 29, 2040 | PRC
187 ў CATL-JS | Battery cell, manufacturing method and manufacturing system thereof, battery and power utilization device | Invention | ZL202110408588.4 | April 16, 2021 | April 15, 2041 | PRC
188 ў CATL-JS | Battery gas tightness test fixture and gas tightness test system | Invention | ZL202110566868.8 | May 24, 2021 | May 23, 2041 | PRC
189 ў CATL-JS | Welding equipment and welding process | Invention | ZL202110660570.3 | June 15, 2021 | June 14, 2041 | PRC
190 ў CATL-JS | Box assembly, battery, power utilization equipment and manufacturing method and device of box assembly | Invention | ZL202110742242.8 | July 1, 2021 | June 30, 2041 | PRC
No. | Registered owner | Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration
191 ў CATL-JS | Electrode assembly, battery cell, battery and power utilization equipment | Invention | ZL202110791258.8 | July 13, 2021 | July 12, 2041 | PRC
192 ў CATL-JS | Winding needle, battery cell manufacturing equipment and battery cell manufacturing method | Invention | ZL202110803567.2 | July 16, 2021 | July 15, 2041 | PRC
193 ў CATL-JS | Battery cell, battery, power utilization device, and method and apparatus for manufacturing battery cell | Invention | ZL202111437751.6 | November 30, 2021 | November 29, 2041 | PRC
194 ў CATL-JS | Battery shell flatness adjustment method and device, and battery manufacturing system | Invention | ZL202210764580.6 | July 1, 2022 | June 30, 2042 | PRC
195 ў CATL-JS | Battery module, battery, and power utilization device | Invention | ZL202211107305.3 | September 13, 2022 | September 12, 2042 | PRC
196 ў Guangdong Brunp, Hunan Brunp | Method for recovering and preparing lithium cobaltate from waste lithium ionic cell | Invention | ZL200810028730.7 | June 12, 2008 | June 11, 2028 | PRC
197 ў Hunan Brunp | Treatment method of nickel-cobalt-manganese wastewater generated in waste and old battery treatment process | Invention | ZL200910044152.0 | August 18, 2009 | August 17, 2029 | PRC
198 ў Hunan Brunp | Method for recovering and restoring anode material graphite of waste lithium ion battery | Invention | ZL200910226670.4 | December 18, 2009 | December 17, 2029 | PRC
199 ў Hunan Brunp | Method for separating impurities from cobalt and/or nickel solution by non-saponifiable extraction | Invention | ZL201010605139.0 | December 24, 2010 | December 23, 2030 | PRC
200 ў Guangdong Brunp, Hunan Brunp | Recovery method of lithium in waste battery | Invention | ZL201010605151.1 | December 24, 2010 | December 23, 2030 | PRC
No. | Registered owner | Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration
201 ў Guangdong Brunp, Hunan Brunp | Method for recovering lithium and iron from lithium iron phosphate power battery for electromobile | Invention | ZL201110147698.6 | June 3, 2011 | June 2, 2031 | PRC
202 ў Guangdong Brunp, Hunan Brunp | Method for recovering lithium from lithium power battery of electric automobile | Invention | ZL201110147696.7 | June 3, 2011 | June 2, 2031 | PRC
203 ў Guangdong Brunp, Hunan Brunp | Method for treating ammonia nitrogen wastewater | Invention | ZL201110234027.3 | August 16, 2011 | August 15, 2031 | PRC
204 ў Guangdong Brunp, Hunan Brunp | Device and method for treating ammonia nitrogen wastewater by using dioxygen biological filler | Invention | ZL201110300853.3 | September 29, 2011 | September 28, 2031 | PRC
205 ў Guangdong Brunp, Hunan Brunp, Hunan Brunp Automobile Recycling, Ningde Brunp Recycling Technology Co., Ltd. | Method for recovering power cells for NEVs | Invention | ZL201110297933.8 | October 8, 2011 | October 7, 2031 | PRC
206 ў Guangdong Brunp, Hunan Brunp | Preparation method for metallic oxide cladded anode material of lithium ion battery | Invention | ZL201110250157.6 | October 21, 2011 | October 20, 2031 | PRC
207 ў Guangdong Brunp, Hunan Brunp | Chemical separating method for aluminum foil in waste lithium ion battery positive plate | Invention | ZL201110357947.4 | November 14, 2011 | November 13, 2031 | PRC
208 ў Guangdong Brunp, Hunan Brunp | Apparatus for treating iron-containing acid waste water generated from power battery disassembly, and method thereof | Invention | ZL201110425718.1 | December 15, 2011 | December 14, 2031 | PRC
209 ў Hunan Brunp | Method for recovering valuable metals from spent lithium-ion batteries | Invention | ZL201210004806.9 | January 9, 2012 | January 8, 2032 | PRC
210 ♦ Guangdong Brunp, Method for modifying rich Hunan Brunp lithium cobalt lithium manganite cathode material of lithium ion battery
211 ♦ Guangdong Brunp, Device for treating and Hunan Brunp reusing wastewater produced during scraped car dismantling process
212 ♦ Guangdong Brunp, Oxygen-deficient Hunan Brunp incineration device for treating discarded power battery residue
213 ♦ Guangdong Brunp, Method for preparing Hunan Brunp nickel-cobalt lithium manganate by waste and old power batteries in directional circulation
214 ♦ Guangdong Brunp, Method for preparing nickel-cobalt-manganese Hunan Brunp, hydroxide Hunan Brunp Automobile Recycling, Ningde Brunp Recycling Technology Co., Ltd.
215 ♦ Hunan Brunp, Separation method for Guangdong current collectors and Brunp active materials in lithium ion battery positive and negative pole pieces
216 ♦ Hunan Brunp, Method for recovering Guangdong valuable metals from Brunp spent lithium-ion batteries
| Type of patent | Registration number | Application date | Expiry date | Place of registration | |---|---|---|---|---| | Invention | ZL201210032537.7 | February 14, 2012 | February 13, 2032 | PRC | | Invention | ZL201210074666.2 | March 20, 2012 | March 19, 2032 | PRC | | Invention | ZL201210211852.6 | June 25, 2012 | June 24, 2032 | PRC | | Invention | ZL201210421198.1 | October 29, 2012 | October 28, 2032 | PRC | | Invention | ZL201310076317.9 | March 11, 2013 | March 10, 2033 | PRC | | Invention | ZL201310201111.4 | May 27, 2013 | May 26, 2033 | PRC | | Invention | ZL201410032008.6 | January 23, 2014 | January 22, 2034 | PRC |
217 ♦ Guangdong Brunp, A kind of preparation Hunan Brunp, method of power type Hunan Brunp nickel-cobalt lithium Automobile manganate cathode Recycling, material Ningde Brunp Recycling Technology Co., Ltd.
218 ♦ Hunan Brunp, Method for preparing Guangdong battery-grade lithium Brunp carbonate from recycled lithium ion battery material
219 ♦ Hunan Brunp Whole-vehicle on-line Automobile system for recycling and Recycling, disassembling power Guangdong battery of electric Brunp, Hunan vehicle trunk Brunp
221 ♦ Hunan Brunp Wing type container for Automobile layered transportation of Recycling, scrapped electric Guangdong automobile power Brunp, Hunan batteries Brunp
223 ♦ Guangdong Brunp, A kind of preparation Hunan Brunp, method of high density Hunan Brunp power type nickel-cobalt Automobile lithium manganate Recycling cathode material
224 ♦ Guangdong Brunp, Preparation method of Hunan Brunp nickel-cobalt lithium manganate for coated power battery
225 ♦ Guangdong Brunp, A kind of preparation Hunan Brunp method of power battery nickel-cobalt lithium manganate material
| Type of patent | Registration number | Application date | Expiry date | Place of registration | |---|---|---|---|---| | Invention | ZL201410076330.9 | March 4, 2014 | March 3, 2034 | PRC | | Invention | ZL201410443005.1 | September 2, 2014 | September 1, 2034 | PRC | | Invention | ZL201510091147.0 | February 28, 2015 | February 27, 2035 | PRC | | Invention | ZL201510108230.4 | March 12, 2015 | March 11, 2035 | PRC | | Invention | ZL201510208687.2 | April 28, 2015 | April 27, 2035 | PRC | | Invention | ZL201810460794.8 | May 15, 2018 | May 14, 2038 | PRC | | Invention | ZL201810505256.6 | May 24, 2018 | May 23, 2038 | PRC | | Invention | ZL201810521420.2 | May 28, 2018 | May 27, 2038 | PRC | | Invention | ZL201811065579.4 | September 13, 2018 | September 12, 2038 | PRC |
No. | Registered owner | STATUTORY AND GENERAL INFORMATION Patent | Type of patent | Registration number | Application date | Expiry date | Place of registration
226 ♦ Guangdong Brunp, Preparation method and Invention ZL201811356940.9 November 15, 2018 November 14, PRC Hunan Brunp application of nickel 2038 55 type nickel cobalt lithium manganate material
227 ♦ Guangdong Brunp, Method for purifying, Invention ZL202010042366.0 January 15, 2020 January 14, PRC Hunan Brunp, repairing and 2040 Hunan Brunp regenerating graphite in Automobile retired power battery Recycling
228 ♦ Guangdong Brunp, Graphite purification and Invention ZL202010485582.2 June 1, 2020 May 31, 2040 PRC Hunan Brunp, lattice reconstruction Hunan Brunp method in power battery Automobile Recycling
229 ♦ Guangdong Brunp, Anaerobic cracking method Invention ZL202010518461.3 June 9, 2020 June 8, 2040 PRC Hunan Brunp, of power battery Hunan Brunp Automobile Recycling
230 ♦ Guangdong Brunp, Automated fine and deep Invention ZL202010802939.5 August 11, 2020 August 10, PRC Hunan Brunp, separating method for 2040 Hunan Brunp power batteries, and Automobile device Recycling
231 ♦ Guangdong Brunp, Vacuum cracking Invention ZL202010858434.0 August 24, 2020 August 23, PRC Hunan Brunp, equipment and cracking 2040 Hunan Brunp method for power battery Automobile Recycling
232 ♦ Guangdong Brunp, Vacuum cracking method Invention ZL202010857403.3 August 24, 2020 August 23, PRC Hunan Brunp, and cracking apparatus 2040 Hunan Brunp for traction battery Automobile Recycling
233 ♦ Guangdong Brunp, Method for preparing Invention ZL202011535963.3 December 23, 2020 December 22, PRC Hunan Brunp, nickel cobalt lithium 2040 Hunan Brunp manganate through Automobile reverse positioning of Recycling power battery and application
234 ♦ Guangdong Brunp, Method for safely recycling Invention ZL202110295469.2 March 19, 2021 March 18, PRC Hunan Brunp, waste pole pieces of 2041 Hunan Brunp lithium ion battery and Automobile application thereof Recycling
235 | Guangdong Brunp, Hunan Brunp, Hunan Brunp Automobile Recycling | High-performance lithium nickel cobalt manganese oxide positive electrode material for power battery and preparation method of high-performance lithium nickel cobalt manganese oxide positive electrode material | Invention | ZL202110885776.6 | August 3, 2021 | August 2, 2041 | PRC
236 | Guangdong Brunp, Hunan Brunp, Hunan Brunp Automobile Recycling | Method for recycling lithium-ion battery positive electrode material | Invention | ZL202110944649.9 | August 17, 2021 | August 16, 2041 | PRC
237 | Guangdong Brunp, Hunan Brunp, Hunan Brunp Automobile Recycling | Method for wet recovery of valuable metals in lithium-ion battery | Invention | ZL202110943314.5 | August 17, 2021 | August 16, 2041 | PRC
238 | Guangdong Brunp, Hunan Brunp, Hunan Brunp Automobile Recycling | Method for extracting lithium from waste lithium-ion batteries | Invention | ZL202111036546.9 | September 6, 2021 | September 5, 2041 | PRC
239 | Guangdong Brunp, Hunan Brunp, Hunan Brunp Automobile Recycling | Method for separating and recovering valuable metals from waste ternary lithium-ion batteries | Invention | ZL202111159214.X | September 30, 2021 | September 29, 2041 | PRC
As of December 31, 2024, we had registered the following software copyrights which we consider to be or may be material to our business:
| No. | Registered Owner | Software | Place of Registration | Registration Number | |-----|-----------------|----------|----------------------|---------------------| | 1 | the Company | Lithium ion battery performance prediction platform V1.0 | PRC | 2023SR1569420 | | 2 | the Company | Lithium ion battery lifespan prediction platform V1.0 | PRC | 2023SR0321756 | | 3 | the Company | Electrode strip winding tension control analysis software in pre-cell process V2.0 | PRC | 2023SR1538186 | | 4 | the Company | Battery cell R&D data convergence analysis system V1.0 | PRC | 2023SR1649045 | | 5 | the Company | Battery cells intelligent design system V1.0 | PRC | 2023SR0414507 | | 6 | the Company | First piece data automatic upload software V1.0 | PRC | 2024SR0426225 | | 7 | the Company | Taishan-equipment maintenance management system V2.0 | PRC | 2024SR0212843 | | 8 | the Company | Test equipment monitoring and management system V1.0 | PRC | 2024SR0205379 | | 9 | the Company | Offline instrument data acquisition system V1.00 | PRC | 2023SR0096614 | | 10 | the Company | Electrolyte error-proof system V2.0 | PRC | 2022SR1596549 | | 11 | the Company | Lifespan modeling and calculation software for in-vehicle BMS and energy storage power electronic products V1.0 | PRC | 2023SR1092252 | | 12 | the Company | Unmanned testing system V1.0 | PRC | 2023SR0834460 | | 13 | the Company | Cell CT Image overhang automatic measurement system V1.0 | PRC | 2023SR0523995 |
| No. | Registered Owner | Software | Place of Registration | Registration Number | |-----|-----------------|----------|----------------------|---------------------| | 14 | the Company | Cell CT image processing software V1.0 | PRC | 2023SR0523996 | | 15 | the Company | Cell Xray image processing system V1.0 | PRC | 2023SR0523997 | | 16 | the Company | Anode mixing center control system V1.0 | PRC | 2022SR0913350 | | 17 | the Company | AI-assisted winding defect detection system V10.0 | PRC | 2020SR0921603 | | 18 | the Company | Global traceability system V1.0 | PRC | 2020SR0907790 | | 19 | the Company | Closed-loop system for injection consistency V2.0 | PRC | 2024SR2237148 | | 20 | the Company | CV data analysis report query system of fault analysis application center V1.0 | PRC | 2024SR1995424 | | 21 | the Company | Energy-storage component model management system V1.0 | PRC | 2024SR1567507 | | 22 | the Company | Defective standard management system V1.0 | PRC | 2024SR1571671 | | 23 | the Company | Process cell lifespan risk calculation system V1.0 | PRC | 2024SR1860963 |
As of December 31, 2024, we had registered the following domain name which we consider to be or may be material to our business:
3. FURTHER INFORMATION ABOUT DIRECTORS, SUPERVISORS, CHIEF EXECUTIVE AND SUBSTANTIAL SHAREHOLDERS OF OUR COMPANY
To the best knowledge of our Directors, saved as disclosed below, immediately following the completion of the Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing), none of our Directors, Supervisors or chief executive has any interests or short positions in the Shares, underlying Shares and debentures of our Company or any associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are 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 recorded in the register referred to therein or which will be required to be notified to our Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules (for this purpose, the relevant provisions of the SFO will be interpreted as if they apply to the Supervisors).
| Name | Position | Nature of Interest | Number and Description of Shares | |------|----------|--------------------|----------------------------------| | Mr. Zeng Yuqun (曾毓群) | Chairman of the Board, executive Director and general manager | | | | Mr. Pan Jian (潘健) | Co-chairman of the Board and executive Director | | | | Mr. Li Ping (李平) | Vice chairman of the Board and executive Director | | | | Mr. Zhou Jia (周佳) | Vice chairman of the Board and executive Director | | | | Mr. Zhao Fenggang (赵凤刚) | Executive Director | | | | Mr. Wu Yingming (吴英明) | Chairman of the board of Supervisors | | |
Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing.
As of the Latest Practicable Date, (i) Jiaxing Zeyu Runfeng Investment Partnership (Limited Partnership) ("Zeyu Runfeng") held 24,572,400 A Shares of our Company, (ii) Jiaxing Chunhe Ruize Venture Capital Partnership (Limited Partnership) ("Chunhe Ruize") held approximately 97.76% of the partnership interests of Zeyu Runfeng, and (iii) Mr. Pan Jian held approximately 82.89% of the partnership interests of Chunhe Ruize. Therefore, Mr. Pan Jian is deemed to be interested in the Shares held by Zeyu Runfeng under the SFO.
Mr. Zhou Jia is entitled to subscribe for 379,403 A Shares pursuant to the stock options granted to him under the 2022 Share Incentive Plan, subject to the conditions thereof.
Mr. Zhao Fenggang is entitled to subscribe for (i) 85,963 A Shares pursuant to the stock options granted to him under the 2022 Share Incentive Plan, (ii) 32,834 A Shares pursuant to the restricted stocks granted to him under the 2022 Share Incentive Plan, and (iii) 208,352 A Shares pursuant to the restricted stocks granted to him under the 2023 Share Incentive Plan, subject to the conditions thereof.
As of the Latest Practicable Date, (i) Zeyu Runfeng held 24,572,400 A Shares of our Company, (ii) Ningbo Meishan Bonded Port Beidao Investment Management Co., Ltd. ("Beidao Investment") was the general partner of Zeyu Runfeng, and (iii) Beidao Investment was wholly owned by Mr. Wu Yingming. Therefore, Mr. Wu Yingming is deemed to be interested in the Shares held by Zeyu Runfeng under the SFO.
| Name | Position | Members of our Group | Nature of interests | Approximate % of shareholding | |------|----------|---------------------|--------------------|---------------------------------| | Mr. Zeng Yuqun | Chairman of the Board, executive Director and general manager | Ningbo Contemporary Brunp Lygend Co., Ltd. | Interest in a controlled corporation(1) | 12.57% | | Mr. Li Ping | Vice chairman of the Board and executive Director | Suzhou Contemporary Synland Technology Co., Ltd. | Interest in a controlled corporation(2) | 10.00% |
As of the Latest Practicable Date, Mr. Zeng Yuqun owned 55% of the equity interests in Xiamen Ruiting and Ruihua Investment, which is wholly owned by Mr. Zeng Yuqun, owned 45% of the equity interests in Xiamen Ruiting. Ningbo Contemporary Brunp Lygend Co., Ltd. was owned as to 12.57% by Xiamen Ruiting. Therefore, Mr. Zeng Yuqun is deemed to be interested in the Shares of Ningbo Contemporary Brunp Lygend Co., Ltd. held by Xiamen Ruiting under the SFO.
As of the Latest Practicable Date, (i) Mr. Li Ping owned 90% of the equity interests in Shanghai Shida Investment Management Co., Ltd. ("Shanghai Shida"), and (ii) Shanghai Shida owned 10% of the equity interests in Suzhou Contemporary Synland Technology Co., Ltd. Therefore, Mr. Li Ping is deemed to be interested in the Shares of Suzhou Contemporary Synland Technology Co., Ltd. held by Shanghai Shida under the SFO.
B.
Our Company has entered into a service agreement or appointment letter with each of the Directors and Supervisors. The principal particulars of these service agreements and appointment letters are: (a) each of the agreement or letter is for a term of three years following the commencement date of his/her term of office; and (b) each of the agreement or letter is subject to termination in accordance with their respective terms. The service agreements and appointment letters may be renewed in accordance with our Articles of Association and the applicable laws, rules and regulations from time to time.
Save as disclosed above, our Directors or Supervisors has not entered into or propose to enter into any service contracts 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)).
C.
Under the current arrangements in effect, we estimate the total accrued pre-tax remuneration in kind of our Directors and Supervisors for the year ending December 31, 2025 will be approximately RMB51 million. The actual remuneration of our Directors and Supervisors in 2025 may differ from the expected remuneration.
For details of the Directors' and Supervisors' remuneration, see "Directors, Supervisors and Senior Management — Remuneration of Directors, Supervisors and Five Highest Paid Individuals" and Note 9 to the Accountants' Report as set out in Appendix I to this prospectus.
D.
The eligible participants in each Share Incentive Plan include Directors (excluding independent non-executive Directors), the senior management team and key employees of our Group, provided that they satisfy the conditions as specified in the respective Share Incentive Plans. The following table sets out details on the grant of Share Incentives under each Share Incentive Plan:
Save as disclosed in "Substantial Shareholders," our Directors were not aware of any persons who would, immediately following the completion of the Global Offering (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing), having interests or short positions in our Shares or underlying Shares which would be required to be disclosed to our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or be interested, directly or indirectly, in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at Shareholders' general meetings of our Company.
(ii) 主要附属公司的权益 本公司已向联交所申请豁免严格遵守上市规则附录D1A A部第45(2)段的规定，该规定要求披露每位（本公司董事或行政总裁除外）直接或间接持有本集团任何其他成员公司已发行有表决权股份10%或以上的人士及其各自持有该等证券的数量，以及该等证券的任何期权详情，联交所已批准该豁免申请。详情请参阅"豁免及豁免事项——本公司附属公司资料详情"。 于最后实际可行日期，据本公司董事所知，以下人士（本集团成员、本公司董事或行政总裁除外）于本公司主要附属公司股东大会上持有10%或以上的表决权：
| 主要附属公司名称 | 主要股东名称 | 主要股东持有的表决权约百分比 | |---|---|---| | UABC | 上海汽車集團投資管理有限公司 (SAIC Motor Investment Management Co., Ltd.) | 49.0% | | CATL-SC | 洛陽國宏投資控股集團有限公司 (Luoyang Guohong Investment Holding Group Co., Ltd.) | 20.8% |
(i) 除本附录所披露者外，本公司董事、监事或"——5. 其他资料——G. 专家同意书"所列任何一方： (A) 与本公司的推广无关，亦与本招股说明书日期前两年内已被本公司收购或处置或租赁，或拟被本公司收购或处置或租赁的任何资产无关；及 (B) 与本招股说明书日期现行的对本公司业务具重大意义的任何合约或安排无重大利益；及
(ii) 本公司董事或监事或其紧密联系人或据本公司董事所知持有本公司5%以上已发行股本的任何股东，概无持有本公司前五大客户或供应商的任何权益。
以下是本公司目前实施的股份激励计划主要条款摘要，包括2021年股份激励计划、2022年股份激励计划及2023年股份激励计划。股份激励计划的条款不涉及本公司于上市后授予任何股份激励，且不受上市规则第17章规定的约束。股份激励计划的条款概述如下。
股份激励计划的目的是进一步建立和完善本公司长期激励机制，吸引和留住优秀人才，充分激发其工作热情和创新精神，以增强本公司的凝聚力和核心竞争力。实施股份激励计划旨在使本公司股东、本公司及核心团队成员的利益保持一致，有利于本集团的可持续发展，并确保实现本公司的发展战略和经营目标。
股份激励以两种形式授予：(i) 限制性股票及 (ii) 股票期权。根据2021年股份激励计划及2022年股份激励计划，本公司可向符合条件的参与者授予限制性股票及股票期权。根据2023年股份激励计划，本公司仅可向符合条件的参与者授予限制性股票。
限制性股票与股票期权的主要区别在于：(i) 限制性股票的初始授予价格为在股份激励计划草案公告前以下期间A股平均交易价格的50%中的较高者：(A) 一个交易日或 (B) 60个或120个交易日；而 (ii) 股票期权的初始行权价格为在股份激励计划草案公告前以下期间A股平均交易价格中的较高者：(A) 一个交易日或 (B) 60个或120个交易日。
股份激励计划项下限制性股票或股票期权对应的A股只能在归属或行权后方可发行。
每项股份激励计划均须经本公司股东大会批准，由董事会负责管理，并受监事会及独立非执行董事的监督。
股权激励计划的参与者包括（视情况而定）：(i) 中层管理人员，(ii) 核心员工，以及 (iii) 本公司董事及高级管理人员，但不包括：(i) 独立非执行董事，(ii) 监事，以及 (iii) 单独或合计持有本公司5%或以上股份的股东，或实际控制人及其各自的配偶、父母及子女。
股权激励标的股份为本公司拟发行的新A股股份。本公司现行有效的全部股权激励计划授予任一激励对象的股份数量，不得超过本公司股本总额的1%。
| 股权激励计划 | 初始可授予股权激励对应的最高股份数量 | |---|---| | 2021年股权激励计划 | 5,161,040股A股 | | 2022年股权激励计划 | 5,134,064股A股 | | 2023年股权激励计划 | 12,595,589股A股 |
除已根据股权激励计划授予并在本招股说明书中披露的股权激励外，各股权激励计划项下不存在可供授予的额外股权激励。
股权激励的授予日期应由董事会在股东大会批准股权激励计划后确定。除法律法规另有规定外，授予日期须为深圳证券交易所的交易日。股权激励的授予须经董事会批准，并应在股东大会批准股权激励计划后60日内完成登记并予以公告。
股权激励计划的期限自相关计划首批股权激励授予完成之日起计算，至股权激励全部行权、注销、归属或失效之日止，以较早者为准。该期限不得超过72个月、75个月或84个月（视具体情况而定）。
(E) 中国证监会认定的其他情形。
(F) 中国证监会认定的其他情形。
符合条件的参与者无需就获授股权激励计划项下的股权激励支付任何对价。
(iii) 若在股权激励计划期限内，有关上述锁定期要求的适用法律法规或章程相关条款发生变化，激励对象应遵守修订后的法律法规及章程。
The Share Incentives will be vested or exercised when (i) the conditions set out under paragraph G above are fulfilled; and (ii) the performance targets of our Company and the grantees as set out under the relevant plans are achieved. The granted Share Incentives will be vested (exercised) in accordance with the schedules under the relevant plans after the lock-up period as follows:
| Share Incentive Plan | Type of Share Incentives | Vesting schedule (for restricted stock) and exercise schedule (for stock options) | |---|---|---| | 2021 Share Incentive Plan | Restricted stocks and stock options | (i) The restricted stocks may be vested and the stock options may be exercised in three tranches of 20%, 30% and 50% during the respective 12-month periods between the first trading date after the 12 months from the date of grant and the last trading day within the 48 months of the date of grant; or (ii) The restricted stocks may be vested and the stock options may be exercised in four tranches of 20%, 25%, 25% and 30% during the respective 12-month periods between the first trading date after the 12 months from the date of grant and the last trading day within the 60 months of the date of grant. |
| Share Incentive Plan | Type of Share Incentives | Vesting schedule (for restricted stock) and exercise schedule (for stock options) | |---|---|---| | 2022 Share Incentive Plan | Restricted stocks and stock options | (i) The restricted stocks may be vested and the stock options may be exercised in three tranches of 20%, 30% and 50% during the respective 12-month periods between the first trading date after the 12 months from the date of grant and the last trading day within the 48 months of the date of grant; (ii) The restricted stocks may be vested and the stock options may be exercised in four tranches of 20%, 25%, 25% and 30% during the respective 12-month periods between the first trading date after the 12 months from the date of grant and the last trading day within the 60 months of the date of grant; or (iii) The restricted stocks may be vested and the stock options may be exercised in five tranches of 15%, 15%, 20%, 20% and 30% during the respective 12-month periods between the first trading date after the 12 months from the date of grant and the last trading day within the 72 months of the date of grant. | | 2023 Share Incentive Plan | Restricted stocks | (i) The restricted stocks may be vested in two equal tranches of 50% each during the respective 12-month periods between the first trading date after the 12 months from the date of grant and the last trading day within the 36 months of the date of grant; or (ii) The restricted stocks may be vested in five equal tranches of 20% each during the respective 12-month periods between the first trading date after the 12 months from the date of grant and the last trading day within the 72 months of the date of grant. |
The Share Incentives granted but not vested (exercised) shall not be transferred, used as collateral or for repayment of debt. Stock options are exercised under a voluntary exercise model. According to the actual operation of voluntary exercise procedures, the actual exercisable period shall be from the date when the voluntary exercise procedures are completed by the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited to the last trading day within 12 months from the date when the exercise conditions are fulfilled. The vesting (exercise) of the Share Incentives granted shall be on a trading day, which shall not fall within any prohibited period stipulated by the CSRC and the Shenzhen Stock Exchange.
The exercise price of each Share Incentives shall not be lower than the nominal value of each A Share and, in principle, shall not be lower than (as the case may be stipulated in the relevant Share Incentive Plans):
| Share Incentive Plan | Type of Share Incentives | Exercise price | |---|---|---| | 2021 Share Incentive Plan | Restricted stocks | The higher of (i) 50% of the average trading price of A Shares on the trading day immediately preceding the announcement of the 2021 Share Incentive Plan; and (ii) 50% of the average trading price of A Shares during the 120 trading days immediately preceding the announcement of the 2021 Share Incentive Plan | | | Stock options | The higher of (i) the average trading price of A Shares on the trading day immediately preceding the announcement of the 2021 Share Incentive Plan; and (ii) the average trading price of A Shares during the 120 trading days immediately preceding the announcement of the 2021 Share Incentive Plan |
| Share Incentive Plan | Type of Share Incentives | Exercise price | |---|---|---| | 2022 Share Incentive Plan | Restricted stocks | The higher of (i) 50% of the average trading price of A Shares on the trading day immediately preceding the announcement of the 2022 Share Incentive Plan; and (ii) 50% of the average trading price of A Shares during the 60 trading days immediately preceding the announcement of the 2022 Share Incentive Plan | | | Stock options | The higher of (i) the average trading price of the A Shares on the trading day immediately preceding the announcement of the 2022 Share Incentive Plan; and (ii) the average trading price of the A Shares during the 60 trading days immediately preceding the announcement of the 2022 Share Incentive Plan | | 2023 Share Incentive Plan | Restricted stocks | The higher of (i) 50% of the average trading price of A Shares on the trading day immediately preceding the announcement of the 2023 Share Incentive Plan; and (ii) 50% of the average trading price of A Shares during the 60 trading days immediately preceding the announcement of the 2023 Share Incentive Plan |
Individual grantees may be granted restricted stocks and/or stock options under one or more Share Incentive Plans.
The percentage has been calculated based on the assumption that the Global Offering has been completed and 4,481,399,156 Shares are in issue (assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing) and all outstanding Share Incentives are fully exercised.
"Other connected persons" refers to connected persons (as defined under the Hong Kong Listing Rules) of our Company other than our Directors, Supervisors and chief executive.
"Employees" refers to all grantees other than Directors, Supervisors, chief executive and connected persons.
* Less than 0.01%.
The Board may at any time propose to amend or terminate any of the Share Incentive Plans by a resolution of the Board, subject to compliance with the applicable laws and regulations and the approval of relevant authorities (if required). Any amendments to the Share Incentive Plans must comply with the applicable rules and regulations, including those of the relevant stock exchanges.
Each Share Incentive Plan shall be valid for 10 years from the date of adoption. The Board may propose to terminate any of the Share Incentive Plans at any time. If a Share Incentive Plan is terminated, no new Share Incentives shall be granted thereunder.
Each of the Controlling Shareholders has entered into a deed of indemnity with our Company (being the contract referred to in paragraph 8(a)(iii) of Appendix VII to this prospectus) to provide indemnities on a joint and several basis in our Company's favour against, among others:
(a) any liability for Hong Kong estate duty which might be incurred by any member of our Group by reason of any transfer of property (within the meaning of section 35 of the Estate Duty Ordinance (Chapter 111 of the Laws of Hong Kong)) to any member of our Group on or before the Listing Date; and
(b) any taxation falling on any member of our Group in respect of income, profits or gains earned, accrued or received on or before the date of Listing, which is not fully provided for in the audited accounts of our Group; and
(c) any losses, damages, costs (including legal costs) and expenses suffered or incurred by any member of our Group arising from or in connection with any non-compliance with applicable PRC laws and regulations by any member of our Group prior to the Listing.
The Controlling Shareholders will not be liable under the deed of indemnity in respect of any taxation or estate duty to the extent that:
(i) provision has been made for such taxation in the audited accounts of our Group up to December 31, 2024;
(ii) such taxation or estate duty would not have arisen but for a voluntary act or transaction carried out by our Group after the Listing Date otherwise than in the ordinary course of business or pursuant to a legally binding commitment created on or before the Listing Date;
(iii) such taxation or estate duty arises or is increased as a result of any change in the rates of taxation made after the Listing Date with retrospective effect; and
(iv) such taxation or estate duty has been duly paid.
The following table sets forth the details of outstanding Share Incentives granted to other grantees (excluding Directors, Supervisors, senior management members and 12 other connected persons of our Company) under the Share Incentive Plans as of the Latest Practicable Date, by number range:
| Share Incentive Plans | Date of grant | Type of Share Incentives | Number of grantees(1) | Number of outstanding Share Incentives | Exercise price (per Share) | Vesting period (for restricted stocks)/ Exercise period (for stock options) | Approximate % of the issued Shares immediately after the Global Offering(2) | |---|---|---|---|---|---|---|---| | Range of outstanding Share Incentives | | | | | | | | | 1-10,000 | November 19, 2021 | Stock options | 264 | 1,375,291 | RMB327.47 | 48/60 months | 0.03% | | | November 19, 2021 | Restricted stocks | 240 | 346,676 | RMB157.45 | 48/60 months | 0.01% | | | September 8, 2022 | Stock options | 121 | 532,336 | RMB279.91 | 48/60/72 months | 0.01% | | | September 8, 2022 | Restricted stocks | 3,932 | 1,580,727 | RMB133.67 | 48/60/72 months | 0.03% | | | September 8, 2023 | Restricted stocks | 331 | 446,833 | RMB101.90 | 36/72 months | 0.01% | | 10,001-100,000 | November 19, 2021 | Stock options | 42 | 614,172 | RMB327.47 | 48/60 months | 0.01% | | | September 8, 2022 | Stock options | 21 | 459,959 | RMB279.91 | 48/60/72 months | 0.01% | | | September 8, 2022 | Restricted stocks | 30 | 697,444 | RMB133.67 | 48/60/72 months | 0.02% | | | September 8, 2023 | Restricted stocks | 42 | 2,887,878 | RMB101.90 | 36/72 months | 0.06% | | >100,000 | September 8, 2022 | Stock options | 6 | 829,783 | RMB279.91 | 48/60/72 months | 0.02% | | | September 8, 2023 | Restricted stocks | 20 | 3,324,021 | RMB101.90 | 36/72 months | 0.07% | | Total | | | 5,049 | 13,095,120 | | | 0.29% |
Notes: (1) Individual grantees may be granted restricted stocks and/or stock options under one or more Share Incentive Plans.
(2) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing.
The following table sets forth the details of outstanding Share Incentives granted to other grantees (excluding Directors, Supervisors, senior management members and 12 other connected persons of our Company) under each Share Incentive Plan as of the Latest Practicable Date:
| Share Incentive Plans | Date of grant | Type of Share Incentives | Number of grantees(1) | Number of outstanding Share Incentives | Exercise price (per Share) | Vesting period (for restricted stocks)/ Exercise period (for stock options) | Approximate % of the issued Shares immediately after the Global Offering(2) | |---|---|---|---|---|---|---|---| | 2021 Share Incentive Plan | November 19, 2021 | Stock options | 306 | 1,989,463 | RMB327.47 | 48/60 months | 0.04% | | | November 19, 2021 | Restricted stocks | 240 | 346,676 | RMB157.45 | 48/60 months | 0.01% | | 2022 Share Incentive Plan | September 8, 2022 | Stock options | 148 | 1,822,078 | RMB279.91 | 48/60/72 months | 0.04% | | | September 8, 2022 | Restricted stocks | 3,962 | 2,278,171 | RMB133.67 | 48/60/72 months | 0.05% | | 2023 Share Incentive Plan | September 8, 2023 | Restricted stocks | 393 | 6,658,732 | RMB101.90 | 36/72 months | 0.15% | | Total | | | 5,049 | 13,095,120 | | | 0.29% |
Notes: (1) Individual grantees may be granted restricted stocks and/or stock options under one or more Share Incentive Plans.
(2) Assuming (i) the Offer Size Adjustment Option and the Over-allotment Option are not exercised and (ii) no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the Listing.
Our Directors have been advised that no material liability for estate duty is likely to fall on our Company or any of our subsidiaries.
As of the Latest Practicable Date, we were not aware of any litigation or arbitration proceedings of material importance pending or threatened against any member of our Group that could have a material adverse effect on our financial condition or results of operations.
The Joint Sponsors have applied to the Stock Exchange for the listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering. All necessary arrangements have been made enabling the H Shares to be admitted into CCASS.
Each of Joint Sponsors satisfies the independence criteria applicable to sponsors set out in Rule 3A.07 of the Listing Rules.
Each of the Joint Sponsors will be paid by our Company a fee of US$300,000 to act as a sponsor to our Company in connection with the Listing.
Our Company has appointed China Securities (International) Corporate Finance Company Limited as our Compliance Advisor in compliance with Rule 3A.19 of the Listing Rules.
We have not incurred any material preliminary expenses in relation to the incorporation of our Company.
within the two years immediately preceding the date of this prospectus, no share or loan capital of our Company or any of our subsidiaries has been issued or agreed to be issued fully or partly paid either for cash or for a consideration other than cash;
no commissions, discounts, brokerages or other special terms have been granted or agreed to be granted in connection with the issue or sale of any capital of our Company or any of our subsidiaries within the two years immediately preceding the date of this prospectus;
no commission has been paid or payable for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of our Company or any of its subsidiaries within the two years immediately preceding the date of this prospectus;
no founders', management or deferred shares of our Company or any of our subsidiaries have been issued or agreed to be issued;
none of the equity and debt securities of our Company is listed or dealt on any other stock exchange nor is any listing or permission to deal being or proposed to be sought;
there has been no material adverse change in the financial or trading position of our Group since December 31, 2024, the date to which the latest audited consolidated financial statements of our Group were prepared; and
our Company has no outstanding convertible debt securities.
（v）本公司概无尚未偿还的可转换债务证券或债券。
（ii）本招股说明书「附录六——法定及一般资料——2. 有关本公司业务的进一步资料——A. 重大合同摘要」所述各重大合同的副本。
（xii）股份激励计划的条款。