EVE Energy Co., Ltd. (惠州億緯鋰能股份有限公司) IPO Prospectus

The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, 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 Application Proof.

Application Proof of

EVE Energy Co., Ltd. 惠州億緯鋰能股份有限公司 (the "Company") (A joint stock company incorporated in the People's Republic of China with limited liability)

WARNING

The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the Securities and Futures Commission (the "Commission") solely for the purpose of providing information to the public in Hong Kong.

This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with the Company, its sole sponsor, overall coordinator, advisors or members of the underwriting syndicate that:

(a) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document;

(b) the publication of this document or supplemental, revised or replacement pages on the Stock Exchange's website does not give rise to any obligation of the Company, its sole sponsor, overall coordinator, advisors or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering;

(c) the contents of this document or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document;

(d) this document is not the final listing document and may be updated or revised by the Company from time to time in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

(e) this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities;

(f) this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended;

(g) neither the Company nor any of its affiliates, advisors or underwriters is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document;

(h) no application for the securities mentioned in this document should be made by any person nor would such application be accepted;

(i) the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States;

(j) as there may be legal restrictions on the publication of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and

(k) the application to which this document relates has not been approved for listing and the Stock Exchange and the Commission may accept, return or reject the application for the subject public offering and/or listing.

No offer or invitation will be made to the public in Hong Kong until after a prospectus of the Company has been registered with the Registrar of Companies in Hong Kong in accordance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Company's prospectus registered with the Registrar of Companies in Hong Kong, copies of which will be published to the public during the offer period.

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

IMPORTANT

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

EVE Energy Co., Ltd. 惠州億緯鋰能股份有限公司 (A joint stock company incorporated in the People's Republic of China with limited liability)

[REDACTED]

Number of [REDACTED] under the [REDACTED] : [REDACTED] H Shares (subject to the [REDACTED])

Number of [REDACTED] : [REDACTED] H Shares (subject to reallocation)

Number of [REDACTED] : [REDACTED] H Shares (subject to reallocation and the [REDACTED])

Maximum [REDACTED] : HK$[REDACTED] 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 [REDACTED] in Hong Kong dollars, subject to refund)

Nominal value : RMB1.00 per H Share

[REDACTED] : [REDACTED]

Sole Sponsor, [REDACTED]

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 Document, 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 Document.

A copy of this Document, having attached thereto the documents specified in the section headed "Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display" in Appendix V to this Document, 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 Document or any other documents referred to above.

The [REDACTED] is expected to be determined by agreement between the [REDACTED] (for itself and on behalf of the [REDACTED]) and us on the [REDACTED]. The [REDACTED] is expected to be on or before [REDACTED] (Hong Kong time) and, in any event, not later than 12:00 p.m. on [REDACTED] (Hong Kong time). The [REDACTED] will not be more than HK$[REDACTED] per [REDACTED] and is currently expected to be not less than HK$[REDACTED] per [REDACTED]. If, for any reason, the [REDACTED] is not agreed by 12:00 p.m. on [REDACTED] (Hong Kong time) between the [REDACTED] (for itself and on behalf of the [REDACTED]) and us, the [REDACTED] will not proceed and will lapse.

The [REDACTED], on behalf of the [REDACTED], may, where considered appropriate and with the Company's consent, reduce the number of [REDACTED] and/or the indicative [REDACTED] below that which is stated in this Document (which is HK$[REDACTED] to HK$[REDACTED]) at any time on or prior to the morning of the last day for lodging [REDACTED] under the [REDACTED]. In such a case, an announcement will be published on the website of our Company at www.evebattery.com and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the [REDACTED] will be canceled and relaunched at the revised number of [REDACTED] and/or the revised [REDACTED] in accordance with the requirements under Rule 11.13 of the Listing Rules (which include the issue of a supplemental or a new document (as appropriate)) as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging [REDACTED] under the [REDACTED]. Further details are set forth in the sections headed "Structure of the [REDACTED]" and "How to Apply for [REDACTED]" in this Document.

The obligations of the Hong Kong [REDACTED] under the Hong Kong [REDACTED] Agreement are subject to termination by the Sole Sponsor (on behalf of the [REDACTED]) if certain events occur prior to 8:00 a.m. on the [REDACTED]. Please refer to the section headed "[REDACTED]" in this Document.

The [REDACTED] have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be [REDACTED], [REDACTED], pledged or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The [REDACTED] are being [REDACTED] and [REDACTED] in the United States and to U.S. persons in reliance on Rule 144A, or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, only to [REDACTED]. The [REDACTED] may be [REDACTED], [REDACTED] or delivered outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

IMPORTANT

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

IMPORTANT

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

EXPECTED TIMETABLE(1)

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

EXPECTED TIMETABLE(1)

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

EXPECTED TIMETABLE(1)

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

EXPECTED TIMETABLE(1)

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONTENTS

IMPORTANT NOTICE TO PROSPECTIVE [REDACTED]

This Document is issued by us solely in connection with the [REDACTED] and the [REDACTED] and does not constitute an [REDACTED] to sell or a solicitation of an [REDACTED] to buy any security other than the [REDACTED] by this Document pursuant to the [REDACTED]. This Document may not be used for the purpose of making, and does not constitute, an [REDACTED] or invitation in any other jurisdiction or in any other circumstances. No action has been taken to permit a [REDACTED] of the [REDACTED] in any jurisdiction other than Hong Kong and no action has been taken to permit the distribution of this Document in any jurisdiction other than Hong Kong. The distribution of this Document for purposes of a [REDACTED] and the [REDACTED] and sale of the [REDACTED] 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 Document to make your [REDACTED] decision. The [REDACTED] is made solely on the basis of the information contained and the representations made in this Document. We have not authorized anyone to provide you with information that is different from what is contained in this Document. Any information or representation not contained nor made in this Document must not be relied on by you as having been authorized by us, the Sole Sponsor, the [REDACTED], any of the [REDACTED], any of our or their respective directors, officers, employees, agents, or representatives of any of them or any other parties involved in the [REDACTED].

| | Page | |---|---| | EXPECTED TIMETABLE | iv | | CONTENTS | viii | | SUMMARY | 1 | | DEFINITIONS | 26 | | GLOSSARY | 38 | | FORWARD-LOOKING STATEMENTS | 46 | | RISK FACTORS | 48 | | WAIVERS AND EXEMPTIONS | 85 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONTENTS

| | Page | |---|---| | INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED] | 108 | | DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED] | 112 | | CORPORATE INFORMATION | 116 | | INDUSTRY OVERVIEW | 119 | | REGULATORY OVERVIEW | 152 | | HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE | 174 | | BUSINESS | 188 | | DIRECTORS AND SENIOR MANAGEMENT | 285 | | RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS | 303 | | CONNECTED TRANSACTIONS | 308 | | SUBSTANTIAL SHAREHOLDERS | 321 | | SHARE CAPITAL | 324 | | FINANCIAL INFORMATION | 328 | | FUTURE PLANS AND USE OF [REDACTED] | 389 | | [REDACTED] | 391 | | STRUCTURE OF THE [REDACTED] | 405 | | HOW TO APPLY FOR [REDACTED] | 415 |

APPENDIX IIA

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IIA-1

APPENDIX V

DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND AVAILABLE ON DISPLAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

V-1

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

This summary aims to give you an overview of the information contained in this Document. As this is a summary, it does not contain all the information that may be important to you. You should read the entire Document before you decide to [REDACTED] in our Shares. There are risks associated with any [REDACTED]. Some of the particular risks in [REDACTED] in our Shares are set out in the section headed "Risk Factors" in this Document. You should read that section carefully before you decide to [REDACTED] in our Shares. Various expressions used in this section are defined in the sections headed "Definitions" and "Glossary of Technical Terms" in this Document.

概览

我们是谁

我们是全球少数几家在消费电池、动力电池和储能电池领域均处于领先地位的锂电池平台企业之一，能够为广泛的社会和经济应用场景提供综合解决方案。我们的经营理念是促进健康可持续发展，持续为股东创造价值。

经过24年的高质量发展，我们在消费电池、动力电池和储能电池三大核心业务板块均取得了领先地位，并构建了涵盖材料、电芯、BMS及系统的综合研发平台。我们的产品广泛应用于智慧生活、绿色交通和能源转型领域。

在万物互联时代，我们凭借多元化的锂电池技术路线和广泛的应用场景，与价值链合作伙伴携手，可靠地支持无处不在的能源需求。截至最后实际可行日期，以"全球制造、全球协同、全球服务"为全球发展战略核心，我们已在全球建立八个制造基地，另有两个制造基地在建，在七个国家和地区设有销售办事处及分支机构，售后服务网络覆盖24个国家和地区。

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本文件为草稿形式，内容不完整且可能发生变更，阅读本文件所载信息时须与本文件封面"警告"一节合并阅读。

概览

我们在消费电池、动力电池和储能电池领域均具备强劲竞争力，过去三年出货量增速超越行业即为明证之一。通过各业务板块的互联协同与相互促进，我们相信自身已具备良好的未来扩张条件。

| 消费电池 | 动力电池 | 储能电池 | |---|---|---| | 全球前三 | 中国厂商前五 | 全球第二 | | 2024年消费电池出货量位居中国厂商第二，市场份额为11.7% | 2024年动力电池全球出货量市场份额为2.8% | 2024年储能电池出货量市场份额为17.2% | | 全球第一 | 全球第二 | 全球第一 | | 2024年一次锂电池出货量位居全球第一（占消费电池全球总出货量的10.7%），市场份额为31.1% | 2024年46系列大圆柱电芯出货量位居中国厂商第一（占动力电池全球总出货量的0.2%） | 2024年户用储能电芯出货量位居全球第一（占储能电池全球总出货量的5.8%） | | 全球第二 | 中国第二 | 全球首家 | | 2024年消费类圆柱电芯出货量位居中国厂商第一（占消费电池全球总出货量的18.1%），市场份额为34.3% | 2024年商用车动力电池出货量位居全球第二（占中国新能源汽车电池总出货量的9.2%），市场份额为12.2% | 实现600Ah+大型方形磷酸铁锂储能电池量产 |

资料来源：弗若斯特沙利文；中国汽车动力电池产业创新联盟。

我们的产品与服务

我们深耕锂电池领域，研发与市场体系协同运作，相互促进，共同推动创新。我们掌握核心技术，在消费电池、动力电池和储能电池应用领域提供全面的端到端解决方案。

消费电池

消费电池是万物互联的重要使能器。我们是消费电池领域的全球领导者，2024年消费电池出货量位居全球厂商第三，市场份额为11.7%，具备以下核心优势：

• **全面的技术路线覆盖。** 我们已开发：(i) 一次锂电池系列产品，包括氯化亚砜锂电池、锂锰电池和SPC；(ii) 锂离子电池系列产品，包括软包电芯、纽扣电芯和方形钢壳电池；以及 (iii) 圆柱电芯系列产品，以18650和21700为主，同时延伸覆盖其他规格型号。我们的产品在高能量密度、高功率放电、长寿命和宽工作温度范围等方面具有性能优势。

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本文件为草稿形式，内容不完整且可能发生变更，阅读本文件所载信息时须与本文件封面"警告"一节合并阅读。

概览

• **多元化应用场景。** 凭借我们在消费电池领域的深厚专业积累及对相关应用场景的市场洞察，我们能够全面满足多样化社会和工业环境中的能源需求。此外，我们创造性地开发定制化锂电池解决方案，以快速响应机器人、低空飞行器和智慧城市等新兴领域的需求。

动力电池

动力电池是清洁能源的核心驱动力。我们在该领域出货量实现快速增长，并建立了有利的竞争地位。

• 全面的产品系列。我们生产方形NCM电芯、方形磷酸铁锂电芯、大圆柱电芯、圆柱磷酸铁锂电芯及软包电芯，专为新能源乘用车、商用车、工程机械及轻型电动车的产品需求量身定制，覆盖动力电池全行业的客户需求。

• 领先优势。我们的动力电池在超快充、低温性能、大圆柱形态、叠片及系统集成等领域具备卓越的技术优势，并已推出面向商用车的开源电池3.0及面向乘用车的Omnicell 2.0。在大圆柱电芯领域，我们取得了重大突破——率先在行业内建成产能达20 GWh的大圆柱电芯生产基地，成为全球顶级汽车企业下一代电动车型首发量产的首批大规模电池供应商。我们的电池已在逾8万辆车辆上实现批量装车，展现出稳定可靠的性能。单辆车辆使用我们电池所记录的最高里程已超过27万公里。

储能电池

储能电池是新能源时代创造经济效益的关键所在，我们是该领域的领军企业，2024年以17.2%的市场份额在全球出货量中排名第二。

• 技术优势。我们是储能领域最早的布局者之一，经过多年的专注研发与实践积累，引领行业技术创新，将技术平台转型为以叠片技术为核心的大方形电芯为主。与此同时，我们率先在全球实现600Ah+大方形磷酸铁锂储能电池的批量生产。

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本文件为草拟本，内容尚未完整，可能作出修订，所载资料须与本文件封面"警告"一节合并阅读。

概要

• 综合解决方案。我们提供覆盖电网侧、工商业侧及户用侧储能等多个领域的综合储能解决方案。我们的产品涵盖从电芯、模组、系统到电池管理系统（BMS）的全套储能电池产品解决方案，以及面向用户侧储能的智能运营服务，旨在从高安全性、长寿命、智能化、大容量及卓越综合集成能力等多个维度，满足各类应用场景中的多层次客户需求。我们的综合储能解决方案为全球绿色低碳发展提供强大动力，共同推动构建更清洁、更可持续的未来。

我们的客户群体

优质稳定的客户群体是我们长期增长的基石。我们已与各行业领军企业建立长期稳定的合作关系，为持续健康发展奠定了坚实基础。

• 客户覆盖。我们与全球前三大电动工具制造商保持长期广泛的合作，覆盖全球前十大电动工具企业逾80%，以及全球前二十大新能源乘用车供应商逾60%。我们向博世（Bosch）等知名企业销售消费类电池，其在业绩记录期间对我们的收入贡献显著。我们还与三星（Samsung）、小米（Xiaomi）等知名消费电子品牌开展联合研发及跨部门合作。我们的主要乘用车客户涵盖宝马（BMW）、梅赛德斯-奔驰（Mercedes-Benz）、捷豹路虎（Jaguar Land Rover）等全球品牌，以及小米等国内知名整车企业，以及小鹏（Xpeng）、零跑（Leapmotor）等新兴优质品牌。此外，我们的商用车客户包括三一重卡（SANY Heavy Truck）、远程汽车（Farizon Auto）等大型企业。在储能领域，我们与中国移动（China Mobile）、南方电网（China Southern Power Grid）、ABB及台达电子（Delta Electronics）等知名企业建立了合作关系。

• 客户认可。我们享有高度的客户满意度，已获得众多客户颁发的奖项与认可。例如，捷豹路虎向我们授予捷豹路虎品质（JLRQ）全球卓越质量奖，这是捷豹路虎全球供应商绩效管理体系中的最高荣誉。我们连续多年获得另一家国际知名汽车企业对其供应商的最高满意度评级。

• 协同增长。我们与行业领军企业保持积极协同的合作关系。行业头部企业借助我们的创新解决方案，进一步推动万物互联的高质量落地，从而为我们创造更广阔的市场机遇。

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本文件为草拟本，内容尚未完整，可能作出修订，所载资料须与本文件封面"警告"一节合并阅读。

概要

我们的生产能力

我们拥有行业领先的锂电池制造体系，致力于以标准化产线打造最优数字化工厂。

• 生产基地。我们运营八个先进的信息化、数字化生产基地，并有两个生产基地正在建设中，向全球客户交付覆盖广泛应用场景的高品质电池解决方案。2024年，我们消费类电池总出货量达21亿颗，动力及储能电池出货量达80.7 GWh。

•

SUMMARY

数字化。我们正在全面推进数字化研发、数字化管理和数字化制造能力的系统性建设，并已入选工业和信息化部首批优秀智能工厂项目名单。通过借助EMES制造执行系统2.0、"三级管理驾驶舱"支持的数字化集团管理、"物联网+AI+安灯"以及可视化数字孪生工厂，我们正在建设先进的智能制造设施。

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标准化。标准化长期以来是电池行业的追求，也是我们的重要生产目标。我们具备定义标准化生产流程的能力，大圆柱和大方形电芯是我们数字化和标准化制造原则的切实体现。我们相信，标准化生产能够有效改善资源配置、提升制造效率、减少因行业变化造成的资源浪费，并促进行业健康发展。

我们的研发能力

我们是一家技术驱动型锂电池企业，专注于以电化学理论为基础的电池技术研发。

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全面布局与前沿创新。秉持"更高、更快、更安全、更环保"的原则，我们正在开发实现高能量密度（最高600 Wh/kg）、超快充电（最高10C）、增强安全性（高阻燃电池）和提升环境可持续性（零碳钠离子电池）的技术。

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研发团队。我们已建立七个研究院，并组建了涵盖电化学、材料科学、机械工程、电气与电子工程及仿真等多学科的研发团队。我们的研发人员逾6,000人，专注于前沿技术和新兴产品的研究、开发与部署。截至最后实际可行日期，我们已持有多项已授权专利，承担了28项国家级项目，并参与制定了《电动汽车用动力蓄电池安全要求》等重要行业标准。

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本文件为草稿，尚未完成，可能会有所变更，相关信息须与本文件封面"警告"一节合并阅读。

SUMMARY

全球布局

凭借逾20年的全球化运营经验，我们始终以国际视野持续建设"全球制造、全球协同、全球服务"能力。依托卓越的产品质量，我们为全球多元行业的领先客户提供服务，包括宝马（BMW）、梅赛德斯-奔驰（Mercedes-Benz）、捷豹路虎（Jaguar Land Rover）、三星（Samsung）、博世（Bosch）、ABB及台达电子（Delta Electronics）。

为更好地服务海外客户并响应市场需求，我们位于马来西亚的电池制造基地已于2025年建成投产，成为我们首个实现量产交付的海外工厂，并计划覆盖消费电池、动力电池和储能电池领域的全系列产品。我们位于匈牙利、目前正在建设中的制造基地定位于欧洲市场，预计于2027年投产，为我们未来的国际业务扩张奠定基础。

截至最后实际可行日期，我们已在七个国家和地区设立销售办事处及分支机构，并在24个国家和地区设立售后服务中心，构建起全球化布局。该网络确保了与全球客户的高效连接，使我们能够为全方位的应用场景提供高质量的锂电池解决方案。

此外，我们通过CLS（合作、许可与服务）全球协同商业模式与国际合作伙伴实现协同增长，致力于在全球范围内推动绿色发展，共同构建可持续未来。

我们的财务表现

报告期内，受益于持续的产品创新及与客户合作关系的深化，我们的收入实现稳健增长。2022年、2023年及2024年以及截至2024年9月30日和2025年9月30日止九个月，我们的收入分别为人民币363.039亿元、人民币487.836亿元、人民币486.146亿元、人民币340.493亿元及人民币450.015亿元。相应地，上述年度/期间的毛利分别为人民币57.858亿元、人民币81.193亿元、人民币84.653亿元、人民币57.996亿元及人民币71.799亿元。

自2009年在深圳证券交易所创业板上市以来，我们始终致力于为股东创造价值。自上市至2024年12月31日，我们的收入复合年增长率达43.9%，净利润复合年增长率达36.4%。

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本文件为草稿，尚未完成，可能会有所变更，相关信息须与本文件封面"警告"一节合并阅读。

SUMMARY

我们的市场机遇

在全球电动化和智能化趋势加速推进的背景下，每块电池日益被定位为独立的能量单元，对整体经济效率作出实质性贡献。随着人工智能持续发展，全球能源需求快速攀升，进一步凸显了电池创新的重要性。随着电池技术不断取得突破，全球电池市场正接近关键拐点，有望迎来指数级增长，主要受以下关键趋势驱动：

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万物互联的普及（包括人工智能的发展）从根本上重塑了全球能源领域的重要意义。

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能源市场已从满足基本需求和提供备用电源，转向参与峰谷套利。锂电池作为一种成熟技术，具有高能量密度、长循环寿命、低自放电率和轻量化设计等特点，已成为把握这一拐点所带来机遇的关键所在。

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在能源市场技术快速迭代、客户需求持续演变的背景下，只有具备全面技术实力和完善战略布局的企业，才能迅速响应变化中的需求。缺乏这种适应能力的企业，将面临被新兴市场趋势淘汰的风险。

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作为全球少数几家在消费类电池、动力电池及储能电池领域均拥有丰富专业经验的企业之一，我们凭借雄厚的技术储备和全面的多元化技术解决方案，正处于把握这一历史性机遇的有利位置，致力于成为行业发展的重要驱动力量。

消费类电池板块

在电动化与智能化持续推进的趋势下，消费类电池市场需求稳步增长。根据Frost & Sullivan的数据，以出货量计算的市场规模预计将从2025年的217亿颗增长至2029年的551亿颗，复合年增长率为26.2%。消费类电池行业的商业需求多样且变化迅速，只有能够提供广泛解决方案并具备敏锐市场洞察力的企业，才能有效把握新兴机遇。

受多元化应用需求驱动，消费类电池板块正在材料、制造工艺、性能与安全性方面经历变革性进步，并持续向更多元化的应用场景拓展。只有具备强大技术实力和资源整合规模化能力的企业，才能获得竞争优势。

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本文件为草稿形式，内容不完整且可能发生变更，相关信息须结合本文件封面"警告"一节一并阅读。

摘要

动力电池板块

在政策引导与技术突破的双重驱动下，动力电池下游需求正经历大幅增长。根据Frost & Sullivan的数据，全球电动汽车电池出货量预计将从2025年的1,376.4 GWh增长至2029年的3,548.3 GWh，复合年增长率为26.7%。

全球电动化进程加速，呈现出广阔的市场机遇。除乘用车外，商用车和工程机械亦是动力电池的潜力市场。各主要制造商正围绕能量密度、充电速度及安全性展开竞争。标准化对于维持盈利能力和降低成本日益关键。大圆柱电池因更易于实现标准化，被视为未来发展趋势。

储能电池板块

在市场快速扩张和技术持续进步的推动下，全球储能行业正快速催生新兴业态。Frost & Sullivan数据显示，全球储能电池出货量预计将从2025年的479.2 GWh增长至2029年的1,101.3 GWh，复合年增长率为23.1%。

储能电池对经济效益的贡献日益重要，其应用已超越传统备用电源角色，延伸至峰谷套利领域，展现出显著的市场潜力。随着技术持续快速演进，长期运营特性可能带来更为严格的技术规格要求。这一趋势凸显了全生命周期设备管理、运维工作的重要性，从而对行业参与者提出了更高的技术能力要求。

我们的竞争优势

我们认为，以下竞争优势使我们能够有效把握未来机遇并实现持续增长：

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我们是锂电行业的领军企业，提供覆盖全场景应用、多元化技术路线的综合解决方案

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与全球行业领袖建立长久合作伙伴关系，共同推动技术前沿发展，引领创新未来

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致力于技术创新与自主研发，构建具备全球竞争力的先进技术储备

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建立先进智能制造基地，打造具备全球竞争力的锂电池品牌

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本文件为草稿形式，内容不完整且可能发生变更，相关信息须结合本文件封面"警告"一节一并阅读。

摘要

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构建全球化运营体系，推进国际化战略布局

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打造覆盖全产业链的闭环生态体系，成为锂电池制造全生命周期管理者

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富有远见的管理团队与杰出科学家携手驱动全球竞争力

详情请参阅"业务——我们的竞争优势"。

我们的战略

我们计划实施以下战略以实现长期目标：

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通过战略性产能扩张深化全球布局，以满足全球客户需求

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加大研发投入，持续丰富前沿技术储备，拓展产品应用领域

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通过全球合作推动增长

详情请参阅"业务——我们的战略"。

主要风险因素摘要

本文件"风险因素"一节载列了我们的业务及[已删除]所涉及的若干风险。在决定[已删除]本公司股份之前，您应仔细阅读该节的全部内容。我们面临的主要风险包括：

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我们电池产品下游市场需求的波动可能对我们的业务、经营业绩及财务状况产生重大不利影响。

•

SUMMARY

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If we are unable to retain existing customers and attract new customers, our business, financial conditions and results of operations will be adversely affected.

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Our profitability may be materially and adversely affected if we are forced to lower the selling prices of our products.

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We face risks of sharing relevant research and development results with our collaboration partners at the level of jointly established entities.

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We face risks associated with our global operations and business expansion.

CUSTOMERS AND SUPPLIERS

Our customers primarily comprise renowned consumer electronics brands and manufacturers of power tools, EV manufacturers, ESS integrators and ESS project developers and operators. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, revenue generated from our largest customer in each year/period during the Track Record Period amounted to RMB5,869.4 million, RMB6,966.8 million, RMB2,686.1 million and RMB3,824.2 million, respectively, representing 16.2%, 14.3%, 5.5% and 8.5% of our total revenue for the same years/period, respectively. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, revenue generated from our five largest customers in each year/period during the Track Record Period amounted to RMB14,489.4 million, RMB16,758.2 million, RMB10,423.3 million and RMB11,697.6 million, respectively, representing 39.9%, 34.4%, 21.4% and 26.0% of our total revenue for the same year/period, respectively. We generally grant our five largest customers in each year/period of the Track Record Period credit terms of 30 days to 90 days after the invoice date. Our five largest customers in each year/period during the Track Record Period settle their amounts due through wire transfer or bank acceptance bills. During the Track Record Period, we did not engage any distributors, and all our products were sold by us to our customers directly. For details, see "Business — Sales, Marketing and Customers."

During the Track Record Period, our purchases primarily comprised raw materials and components used in battery manufacturing, mainly cathode, anode, electrolyte and separators. Our suppliers primarily comprise suppliers of key raw materials used in lithium battery manufacturing. The majority of our suppliers are based in China. During the Track Record Period, we did not procure any raw materials from U.S. suppliers. All of our top suppliers for each year/period during the Track Record Period are PRC-based companies with both domestic and overseas operations. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, purchases from our largest supplier in each year/period during the Track Record Period amounted to RMB3,995.9 million, RMB5,352.1 million, RMB4,274.2 million and RMB5,054.1 million, representing 12.3%, 15.3%, 12.5% and 14.5% of our total purchases for the same years/period, respectively. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, purchases from our five largest suppliers in each year/period during the Track Record Period amounted to RMB14,093.3 million, RMB13,999.4 million, RMB11,272.8 million and RMB11,420.8 million, respectively, representing 43.5%, 40.0%, 32.8% and 32.8% of our total purchases for the same years/period, respectively. Our five largest suppliers in each year/period during the Track Record Period generally grant us credit terms of 30 to 120 days after the invoice date, or payment after goods received. We generally settle our amounts due to our five largest suppliers in each year/period during the Track Record Period using bank acceptance bills and wire transfer. For details, see "Business — Supply Chain."

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

COMPETITION

We operate in the lithium-ion battery industry and are one of the few players who takes a leading position across all three of the consumer battery, power battery and ESS battery sectors. The global lithium-ion battery industry is competitive and relatively concentrated. According to Frost & Sullivan, in terms of shipment volume, the top five consumer battery, power battery and ESS battery companies accounted for 61.9%, 59.0% and 76.7% of the global market in 2024, respectively. We generally compete with other large-scale lithium-ion battery manufacturers. See "Industry Overview" for more details on our competitive landscape, industry growth drivers and development trends.

We believe we are well positioned to capture the growth trend in the global lithium-ion battery industry with our diverse and differentiated product portfolio, innovation in use cases, customer base, R&D capabilities and smart manufacturing process. By shipment volume in 2024, in the consumer battery sector, we were the world's largest provider of primary lithium batteries and the second-largest global supplier of consumer cylindrical cells for consumer applications (largest among Chinese manufacturers) in the consumer battery sector. In the power battery sector, we were the second-largest Chinese supplier of power batteries for commercial vehicles and the largest Chinese supplier of 46 series large cylindrical cells. In the ESS battery sector, we were the world's second-largest battery cell supplier and largest residential battery cell supplier in the ESS battery sector. Leveraging our strong market presence and technological expertise across various market segments, we are well positioned to capitalizing on emerging opportunities and delivering innovative, high-quality products to meet evolving customer needs.

SUMMARY OF HISTORICAL FINANCIAL INFORMATION

The following tables set forth summary financial data from our financial information during the Track Record Period, extracted from the Accountants' Report as set out in Appendix I to this Document. 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 document, including the related notes. Our consolidated financial information was prepared in accordance with the International Financial Reporting Standards ("IFRSs").

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

Summary of Consolidated Statements of Profit or Loss

The following table sets forth a summary of our consolidated statements of profit or loss for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB in thousands) | | | (unaudited) | | | Revenue | 36,303,948 | 48,783,587 | 48,614,557 | 34,049,277 | 45,001,518 | | Cost of sales | (30,518,110) | (40,664,274) | (40,149,208) | (28,249,638) | (37,821,584) | | Gross profit | 5,785,838 | 8,119,313 | 8,465,349 | 5,799,639 | 7,179,934 | | Other income | 1,096,387 | 1,985,398 | 1,567,446 | 1,152,657 | 756,871 | | Selling and marketing expenses | (333,627) | (457,594) | (597,146) | (389,146) | (545,112) | | Administrative expenses | (1,602,348) | (1,748,952) | (1,520,000) | (939,617) | (2,276,686) | | Research and development expenses | (2,153,136) | (2,731,637) | (2,942,308) | (2,172,262) | (1,872,042) | | Impairment losses on financial assets and contract assets | (204,783) | (180,374) | (270,057) | (73,151) | (301,464) | | Other gains and losses, net | (74,581) | (347,684) | 58,236 | 80,721 | 420,313 | | Finance costs | (392,177) | (476,514) | (635,072) | (447,635) | (540,123) | | Share of profit of a joint venture | 33,345 | 27,538 | 50,442 | 36,244 | 64,395 | | Share of results of associates, net | 1,343,207 | 639,293 | 461,375 | 413,300 | 304,624 | | Profit before tax | 3,498,125 | 4,828,787 | 4,638,265 | 3,460,750 | 3,190,710 | | Income tax credit/(expense) | 173,769 | (308,521) | (416,862) | (186,629) | (214,168) | | Profit for the year | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 | | Attributable to: | | | | | | | Owners of the Company | 3,508,964 | 4,050,175 | 4,075,586 | 3,188,651 | 2,815,689 | | Non-controlling interests | 162,930 | 470,091 | 145,817 | 85,470 | 160,853 | | | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 |

Non-IFRS Measures

To supplement our consolidated financial statements presented in accordance with IFRSs, we use adjusted net profit (non-IFRS measure) as an additional financial measure, which is not required by or presented in accordance with IFRSs. We believe that this non-IFRS measure provides useful information to [REDACTED] in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, presentation of this non-IFRS measure may not be comparable to similarly titled measures presented by other companies. The use of this non-IFRS measure has limitations as an analytical tool, and [REDACTED] should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial conditions as reported under IFRSs.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

We define adjusted net profit (non-IFRS measure) as profit for the year/period adding back share-based payments in the same years/period, as share-based payments are non-cash items. The adjusted net profit (non-IFRS measure) excludes the impact of share-based payments.

The following table sets forth a reconciliation of our adjusted net profit (non-IFRS measure) to profit for the years/periods (the nearest measure prepared in accordance with IFRSs) for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB in thousands) | | | (unaudited) | | | Profit for the year/period | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 | | Adjusted for: | | | | | | | Share-based payments | 624,795 | 456,910 | (76,365) | (99,842) | 875,999 | | Adjusted net profit (non-IFRS measure) | 4,296,689 | 4,977,176 | 4,145,038 | 3,174,279 | 3,852,541 |

Our profit for the year increased by 23.1% from RMB3,671.9 million in 2022 to RMB4,520.3 million in 2023, primarily due to an increase of RMB12,479.6 million in our revenue in line with our business growth, which outpaced the increase in our cost of sales. Our profit for the year decreased by 6.6% to RMB4,221.4 million in 2024, primarily due to a decrease of RMB169.0 million in our revenue as a result of a decrease in our revenue from power batteries, mainly attributable to a decrease in average selling prices. Our profit for the period decreased from RMB3,274.1 million in the nine months ended September 30, 2024 to RMB2,976.5 million in the nine months ended September 30, 2025 primarily due to an increase of RMB1,337.1 million in administrative expenses as a result of the increases in equity-settled share-based payment expense and employee benefits expense for administrative personnel, despite a strong growth in our revenue during the same periods.

Revenue

By Product Type

Our revenue was derived primarily from sales of consumer batteries, power batteries and ESS batteries. Our revenue experienced an overall increase during the Track Record Period, driven by overall growth in the sales of all our main products.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

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SUMMARY

The following table sets forth a breakdown of our revenue by product type, in absolute amounts and as percentages of total revenue, for the years/periods indicated:

| | Year ended December 31, | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | 2025 | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | Consumer batteries | 8,513,451 | 23.5% | 8,362,121 | 17.1% | 10,322,161 | 21.2% | 7,477,734 | 22.0% | 8,257,656 | 18.3% | | Power batteries | 18,250,702 | 50.3% | 23,983,868 | 49.2% | 19,167,242 | 39.4% | 13,439,902 | 39.5% | 19,606,957 | 43.6% | | ESS batteries | 9,432,103 | 26.0% | 16,340,210 | 33.5% | 19,026,922 | 39.1% | 13,061,742 | 38.3% | 17,068,656 | 37.9% | | Others(1) | 107,692 | 0.2% | 97,388 | 0.2% | 98,232 | 0.3% | 69,899 | 0.2% | 68,249 | 0.2% | | **Total** | **36,303,948** | **100.0%** | **48,783,587** | **100.0%** | **48,614,557** | **100.0%** | **34,049,277** | **100.00%** | **45,001,518** | **100.00%** |

Note: (1) Primarily includes interest income from loans to an associate, PT. Huafei Nickel Cobalt, to facilitate its funding of production capacity expansion. For details, see Note 22 to the Accountants' Report in Appendix I to this Document.

Our revenue from consumer batteries remained relatively stable in 2022 and 2023, and increased in 2024, primarily driven by an increase in demand from downstream markets of cylindrical cells, such as power tools and cleaning tools, and our major customers. Our revenue from consumer batteries increased by 10.4% from RMB7,477.7 million in the nine months ended September 30, 2024 to RMB8,257.7 million in the nine months ended September 30, 2025, primarily due to the continuous increase in demand from downstream markets and our efforts to expand our customer base for consumer batteries.

During the Track Record Period, our revenue from power batteries formed our largest revenue stream, accounting for 50.3%, 49.2%, 39.4% and 43.6% of our total revenue in 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively. Our revenue from power batteries increased significantly by 45.9% from RMB13,439.9 million in the nine months ended September 30, 2024 to RMB19,607.0 million in the nine months ended September 30, 2025, primarily due to an increase in demand for our power batteries from leading domestic and overseas automotive enterprises that are our major customers, including Customer B and Customer I, along with their strong performance in the nine months ended September 30, 2025.

Our revenue from ESS batteries increased significantly from 2022 to 2023, and further increased significantly in 2024 and the nine months ended September 30, 2025, primarily driven by continuous increases in our market share and customer demand, such as Customer A and Customer J, driven by the strong market recognition and continued sales growth of their energy storage system products. For more details, see "Financial Information — Period-to-period Comparison of Results of Operations."

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SUMMARY

By Geographical Market

During the Track Record Period, we derived the majority of our revenue from sales in Chinese mainland. The following table sets forth a breakdown of our revenue by geographical market, in absolute amounts and as percentages of total revenue, for the years/periods indicated:

| | Year ended December 31, | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | 2025 | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | Chinese mainland | 23,674,165 | 65.2% | 35,482,428 | 72.7% | 36,823,166 | | | | | **Overseas** | | | | | | | | | | South Korea | | | | | | | | | | EU | | | | | | | | | | United States | | | | | | | | | | Others | | | | | | | | | | **Total** | | | | | | | | |

SUMMARY

Sales Volume and Average Selling Price

The following table sets forth a breakdown of our sales volume by product for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | Sales Volume | 2022 | 2023 | 2024 | 2024 | 2025 | | Consumer batteries (billion units) | ў | 1.2 | 1.5 | 2.1 | 1.6 | | Power batteries (GWh) | ў | 17.1 | 28.1 | 30.3 | 34.6 | | ESS batteries (GWh) | ў | 11.9 | 26.3 | 50.4 | 48.4 |

| | | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | | | | 2024 | 2025 | | Consumer batteries (billion units) | | | | 1.5 | | | Power batteries (GWh) | | | | 20.7 | | | ESS batteries (GWh) | | | | 35.7 | |

The following table sets forth a breakdown of our average selling price by products for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | Average Selling Price | 2022 | 2023 | 2024 | 2024 | 2025 | | Consumer batteries (RMB per unit) | ў | 6.9 | 5.7 | 5.0 | 5.1 | | Power batteries (billion RMB per GWh) | ў | 1.1 | 0.9 | 0.6 | 0.6 | | ESS batteries (billion RMB per GWh) | ў | 0.8 | 0.6 | 0.4 | 0.4 |

For more detailed analyses of our revenue, see "Financial Information."

In the years ended December 31, 2022, 2023 and 2024, the average selling prices of all our battery products decreased from year to year, primarily due to decreases in the prices of key raw materials, such as lithium carbonate as well as cathode materials, anode materials, separators and electrolyte, and our strategic pricing to increase competitiveness and expand market share. In the nine months ended September 30, 2025, the average selling prices of all our battery products remains stable, primarily due to the relatively stable prices of key raw materials, such as lithium carbonate as well as cathode materials, anode materials, separators and electrolyte, and the effective functioning of our price adjustment mechanisms.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

Average Procurement Price of Major Raw Materials

The table below sets forth the average procurement price of our major raw materials for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | Cathode materials (RMB/kg) | 192.3 | 105.7 | 40.6 | — | 34.8 | | Anode materials (RMB/kg) | 50.7 | 32.9 | 20.8 | — | 19.5 | | Separator (RMB/sq.m.) | 2.6 | 2.1 | 1.2 | — | 0.9 | | Electrolyte (RMB/kg) | 64.7 | 33.8 | 18.9 | — | 16.0 |

During the Track Record Period, the average prices of all our major raw materials decreased in 2023 compared to 2022, and further decreased in 2024 and the nine months ended September 30, 2025, primarily due to gradual stabilization of supply-demand dynamics after prices peaked in 2022. For details on the fluctuations in raw material prices, see "Industry Overview — Raw Material Price Analysis."

Gross Profit and Gross Profit Margin

By Product Type

The following table sets forth a breakdown of our gross profit and gross profit margin by product type for the years/periods indicated:

| | Year ended December 31, | | | | | | | | Nine months ended September 30, | | |---|---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | | | Gross profit | Gross profit margin | Gross profit | Gross profit margin | Gross profit | Gross profit margin | Gross profit | Gross profit margin | Gross profit | Gross profit margin | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | | | Consumer batteries | 2,101,317 | 24.7% | 1,984,702 | 23.7% | 2,847,131 | 27.6% | 2,090,790 | 28.0% | 2,213,972 | 26.8% | | Power batteries | 2,733,638 | 15.0% | 3,256,799 | 13.6% | 2,722,968 | 14.2% | 1,629,558 | 12.1% | 2,993,327 | 15.3% | | ESS batteries | 845,449 | 9.0% | 2,781,262 | 17.0% | 2,801,514 | 14.7% | 2,010,661 | 15.4% | 1,906,541 | 11.2% | | Others(1) | 105,434 | N/A(2) | 96,550 | N/A(2) | 93,736 | N/A(2) | 68,629 | N/A(2) | 66,094 | N/A(2) | | Total | 5,785,838 | 15.9% | 8,119,313 | 16.6% | 8,465,349 | 17.4% | 5,799,638 | 17.0% | 7,179,934 | 16.0% |

Notes: (1) Primarily includes interest income from loans to our associate, Huafei. (2) We consider the gross profit margin for other revenue not meaningful as interest income from loans to an associate carries no cost of sales.

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75.7% | 25,678,355 | 75.4% | 34,492,298 | 76.6%

| | | | | | | |---|---|---|---|---|---| | 5,933,251 | 16.3% | 7,087,191 | 14.5% | | | | 3,918,769 | 10.8% | 3,441,173 | 7.1% | | | | 680,743 | 1.9% | 714,920 | 1.5% | | | | 2,097,019 | 5.8% | 2,057,876 | 4.2% | | |

| | | | | | | | | | | |---|---|---|---|---|---|---|---|---|---| | | | 2,327,803 | 4.8% | 1,756,698 | 5.2% | 1,426,295 | 3.2% | | | | | | 3,780,012 | 7.8% | 2,639,747 | 7.8% | 3,563,387 | 7.9% | | | | | | 1,901,860 | 3.9% | 1,590,672 | 4.6% | 959,235 | 2.1% | | | | | | 3,781,716 | 7.8% | 2,383,804 | 7.0% | 4,560,303 | 10.2% | | |

| 36,303,948 | 100.0% | 48,783,587 | 100.0% | 48,614,557 | 100.0% | 34,049,277 | 100.0% | 45,001,518 | 100.0% |

During the Track Record Period, we derived the majority of our revenue from sales in Chinese mainland. Our revenue from Chinese mainland increased continuously during the Track Record Period, primarily due to an increase in demand from our domestic customers as we deepened our collaboration with them, especially in the power and ESS battery markets. During the Track Record Period, we primarily derived our overseas revenue from sales in South Korea and the EU. Revenue derived from the United States was immaterial to our results of operations during the Track Record Period. Our revenue from overseas increased from 2022 to 2023, primarily driven by increased overseas sales of our ESS batteries, and decreased in 2024, primarily due to our adjustment of our product structure in response to shifts in market demand. Our revenue from overseas increased from the nine months ended September 30, 2024 to the same period in 2025, primarily due to increased sales of power batteries and ESS batteries to major customers in overseas markets.

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SUMMARY

我们2022年、2023年和2024年以及截至2025年9月30日止九个月的毛利及毛利率的波动，总体上受以下因素驱动：(i) 我们电池产品平均售价的波动；(ii) 由于客户及下游市场需求波动导致的销售量变化；以及 (iii) 关键原材料价格的波动，例如碳酸锂以及正极材料、负极材料、隔膜和电解液。请参阅"财务信息——各期经营业绩比较"。

如需进一步了解我们的收入、毛利及毛利率的详细讨论，请参阅"财务信息"。

综合财务状况表摘要

下表列示了截至所示日期我们综合财务状况表中的选定信息，该等信息摘录自本文件附录一所载我们的综合财务报表。

| | 截至12月31日 | | | 截至2025年9月30日 | |---|---|---|---|---| | | 2022年 | 2023年 | 2024年 | | | | （人民币千元） | | | | | 非流动资产总额 | 46,780,719 | 57,568,902 | 62,905,946 | 69,537,128 | | 流动资产总额 | 36,857,093 | 36,786,437 | 37,984,679 | 46,833,185 | | 资产总额 | 83,637,812 | 94,355,339 | 100,890,625 | 116,370,313 | | 非流动负债总额 | 18,306,361 | 18,515,306 | 20,097,146 | 29,345,022 | | 流动负债总额 | 32,171,272 | 37,834,765 | 39,794,292 | 44,510,155 | | 负债总额 | 50,477,633 | 56,350,071 | 59,891,438 | 73,855,177 | | 流动资产净额／（流动负债净额） | 4,685,821 | (1,048,328) | (1,809,613) | 2,323,030 | | 净资产 | 33,160,179 | 38,005,268 | 40,999,187 | 42,515,136 | | 股本 | 2,041,759 | 2,045,721 | 2,045,721 | 2,045,733 | | 储备 | 28,371,691 | 32,687,143 | 35,534,976 | 37,826,569 | | 非控股权益 | 2,746,729 | 3,272,404 | 3,418,490 | 2,642,834 | | 权益总额 | 33,160,179 | 38,005,268 | 40,999,187 | 42,515,136 |

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SUMMARY

于2022年12月31日，我们的流动资产净额为人民币4,685.8百万元；于2023年12月31日，我们的流动负债净额为人民币1,048.3百万元，主要原因为：(i) 我们的贸易及票据应付款项增加人民币1,592.1百万元，原因是我们为满足业务扩张需求而增加了原材料和设备采购；以及 (ii) 我们的计息银行及其他借款增加人民币1,176.9百万元，原因是我们为资助生产设施扩张而额外贷款。

于2024年12月31日，我们的流动负债净额进一步增至人民币1,809.6百万元，主要原因是我们的计息银行及其他借款增加人民币2,199.6百万元，以资助营运需要及购置非流动资产。

于2025年9月30日，我们恢复流动资产净额状态，流动资产净额为人民币2,323.0百万元，主要原因为：(i) 由于销售增加及市场扩张，我们的贸易及票据应收款项增加人民币3,616.5百万元；(ii) 计息银行及其他借款减少人民币2,035.5百万元；以及 (iii) 以公允价值计量且其变动计入其他综合收益的金融资产增加人民币1,811.5百万元，主要原因是随着客户以票据结算的销售增加，以公允价值计量且其变动计入其他综合收益的应收票据相应增加。上述增长部分被贸易及票据应付款项增加人民币7,594.3百万元所抵销，该增加与同期业务扩张带动的采购增加相符。

我们的净资产╱权益总额由2022年12月31日的人民币33,160.2百万元增至2023年12月31日的人民币38,005.3百万元，主要由于当年利润贡献人民币4,520.3百万元。我们的净资产╱权益总额进一步增至2024年12月31日的人民币40,999.2百万元，主要由于当年利润贡献人民币4,221.4百万元，但部分被已宣派及已付股息人民币1,020.4百万元所抵销。我们的净资产╱权益总额进一步增至2025年9月30日的人民币42,515.1百万元，主要由于期内利润贡献人民币2,976.5百万元。

如需进一步了解，请参阅"财务信息——综合财务状况表若干关键项目的讨论"。

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SUMMARY

综合现金流量表摘要

下表列示了所示年度╱期间的选定现金流量表信息：

| | 截至12月31日止年度 | | | 截至9月30日止九个月 | | |---|---|---|---|---|---| | | 2022年 | 2023年 | 2024年 | 2024年 | 2025年 | | | （人民币千元） | | | （未经审核） | | | 经营活动所得现金净额 | 2,860,219 | 8,676,260 | 4,433,733 | 2,116,324 | 4,903,825 | | 投资活动所用现金净额 | (19,917,245) | (5,921,074) | (7,310,332) | (6,171,719) | (7,963,347) | | 融资活动所得现金净额 | 18,121,190 | 31,038 | 1,400,161 | 3,053,056 | 3,312,066 | | 现金及现金等价物净增加╱（减少）额 | 1,064,164 | 2,786,224 | (1,476,438) | (1,002,339) | 252,544 | | 年度╱期间初的现金及现金等价物 | 6,102,238 | 7,208,889 | 9,903,081 | 9,903,081 | 8,511,579 | | 汇率变动的影响 | 42,487 | (92,032) | 84,936 | 36,044 | 82,335 | | 年度╱期间末的现金及现金等价物 | 7,208,889 | 9,903,081 | 8,511,579 | 8,936,786 | 8,846,458 |

SUMMARY

(1) Gearing ratio is calculated based on total debt, including total lease liabilities and interest-bearing bank and other borrowings, divided by total equity as of the date indicated and multiplied by 100%.

(2) Debt ratio is calculated based on total liabilities divided by total assets as of the date indicated and multiplied by 100%.

For a more comprehensive discussion of the factors affecting our key financial ratios during the Track Record Period, see "Financial Information — Key Financial Ratios."

KEY FINANCIAL RATIOS

The following table sets forth our selected key financial ratios as of the dates/for the years/period indicated:

| | Year ended/As of December 31, | | | Nine months ended/As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | Gross profit margin | 15.9% | 16.6% | 17.4% | 16.0% | | Gearing ratio (1) | 63.6% | 58.0% | 62.3% | 65.7% | | Debt ratio (2) | 60.4% | 59.7% | 59.4% | 63.5% |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

(1) Gearing ratio is calculated based on total debt, including total lease liabilities and interest-bearing bank and other borrowings, divided by total equity as of the date indicated and multiplied by 100%.

(2) Debt ratio is calculated based on total liabilities divided by total assets as of the date indicated and multiplied by 100%.

For a more comprehensive discussion of the factors affecting our key financial ratios during the Track Record Period, see "Financial Information — Key Financial Ratios."

IMPACT OF COVID-19

The outbreak of the COVID-19 pandemic materially and adversely affected the global economy from the first quarter of 2020 to the end of 2022. During the pandemic, international logistics and cross-border transportation were significantly disrupted, making it more difficult for overseas raw material supplies to enter China due to various pandemic control measures. These measures contributed to temporary raw material shortages and a sharp increase in prices of key raw materials of our products during 2021 and 2022. See "Industry Overview — Raw Material Price Analysis." In addition, the pandemic also affected the mobility of certain employees and temporarily disrupted our routine operations and working arrangements in 2022.

However, the impact of COVID-19 on our operations was limited. In response to the pandemic, we implemented various precautionary and contingency measures to mitigate its impact and ensure business continuity. These included adopting remote working arrangements for employees, increasing labor deployment to support project execution, proactively raising inventory reserves to secure a stable supply of raw materials, and utilizing expedited logistics services to meet immediate customer demand. In 2022, we did not experience any temporary closure or shutdown of our offices or production facilities due to the COVID-19 pandemic, and our production activities and product delivery were not materially disrupted. Following the easing of pandemic-related measures since the end of 2022, our production, R&D activities and overall business operations have gradually returned to normal. Accordingly, our Directors are of the view that the COVID-19 outbreak had no material adverse impact on our business operations or financial performance during the Track Record Period.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

OUR CONTROLLING SHAREHOLDERS

As of the Latest Practicable Date, the total issued share capital of our Company was held as to approximately 2.87% by Dr. Liu, 3.12% by Ms. Luo, who is Dr. Liu's spouse, and 31.35% by EVE Holdings, which was in turn held by Dr. Liu and Ms. Luo as to 50% each. Therefore, as of the Latest Practicable Date, Dr. Liu, Ms. Luo and EVE Holdings collectively controlled the voting rights of approximately 37.33% of the total issued share capital of the Company. Immediately following the completion of the [REDACTED] and assuming no new Shares are issued pursuant to the [REDACTED] and under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, Dr. Liu, Ms. Luo and EVE Holdings will collectively hold approximately [REDACTED]% of our issued share capital. Accordingly, Dr. Liu, Ms. Luo and EVE Holdings will continue to be our Controlling Shareholders upon the completion of the [REDACTED].

LISTING ON THE CHINEXT MARKET OF THE SHENZHEN STOCK EXCHANGE

Since October 2009, our A Shares have been listed on the ChiNext Market of the Shenzhen Stock Exchange (stock code: 300014). Our Directors confirmed that we had no instance of non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities laws and regulations of the PRC in any material respects since our listing on the ChiNext Market of the Shenzhen Stock Exchange and up to the Latest Practicable Date and, to the best knowledge of our Directors after having made all reasonable enquiries, there was no material matter that should be brought to investors' attention in relation to our compliance record on the Shenzhen Stock Exchange. Based on the filings on the website of the Shenzhen Stock Exchange and the information available in the public domain, our PRC Legal Advisor is of the view that the above confirmation of our Directors with regard to our compliance record is accurate and reasonable. Based on the independent due diligence conducted by the Sole Sponsor and our PRC Legal Advisor's view above, nothing has come to the Sole Sponsor's attention that would cause them to cast reasonable doubt on our Directors' confirmation with regard to the compliance record of the Company on the Shenzhen Stock Exchange in any material respect.

USE OF [REDACTED]

We estimate that we will receive net [REDACTED] from the [REDACTED] of approximately HK$[REDACTED], assuming an [REDACTED] of HK$[REDACTED] per [REDACTED] (being the mid-point of the [REDACTED] stated in the Document), after deduction of [REDACTED] fees and [REDACTED] and estimated expenses paid and payable by us in connection with the [REDACTED] and assuming the [REDACTED] is not exercised, taking into account any discretionary incentive fee.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

We intend to use the net [REDACTED] we will receive from the [REDACTED] for the following purposes:

• Approximately [REDACTED]% of the net [REDACTED], or HK$[REDACTED], will be used as partial funding for the continued construction of our manufacturing base in Hungary ("Hungary Project"); and

• Approximately [REDACTED]% of the net [REDACTED], or HK$[REDACTED], will be used for working capital and general corporate purposes.

For details, see "Future Plans and Use of [REDACTED]."

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY

[REDACTED]

[REDACTED] EXPENSES Our [REDACTED] expenses represent professional fees, [REDACTED] and other fees incurred in connection with the [REDACTED] and the [REDACTED]. Assuming an [REDACTED] of HK$[REDACTED] per [REDACTED], being the mid-point of the indicative [REDACTED], we estimate that our [REDACTED] expenses will be approximately HK$[REDACTED], accounting for approximately [REDACTED]% of our gross [REDACTED], including (i) [REDACTED]-related expenses of approximately HK$[REDACTED], and (ii) non-[REDACTED] related expenses of approximately HK$[REDACTED], comprising (a) fees and expenses of sponsor, legal advisors and Reporting Accountants of approximately HK$[REDACTED], and (b) other fees and expenses of approximately HK$[REDACTED]. During the Track Record Period, we did not incur any [REDACTED] expenses. Subsequent to the Track Record Period, approximately HK$[REDACTED] is expected to be charged to our consolidated statements of profit or loss and approximately HK$[REDACTED] is expected to be deducted from equity. The [REDACTED] expenses above are the best estimate as of the Latest Practicable Date and for reference only, and the actual amount may differ from this estimate.

股息及股息政策

DIVIDENDS AND DIVIDEND POLICY

2022年、2023年、2024年及截至2025年9月30日止九个月，我们分别宣派及派付股息人民币3.035亿元、人民币3.268亿元、人民币10.204亿元及人民币15.189亿元。截至最后实际可行日期，我们所有已宣派的股息均已悉数支付。

In 2022, 2023 and 2024 and the nine months ended September 30, 2025, we declared and paid dividends of RMB303.5 million, RMB326.8 million, RMB1,020.4 million and RMB1,518.9 million, respectively. As of the Latest Practicable Date, all our dividends declared have been paid in full.

A decision to declare or to pay dividends in the future and the amount of dividends will be at the discretion of our Board and will depend on a number of factors, including our results of operations, cash flows, financial condition, payments by our subsidiaries of cash dividends to us, business prospects, statutory and regulatory restrictions on our declaration and payment of dividends and other factors that our Board may consider important. Any declaration and payment, as well as the amount of dividends, will be subject to our Articles of Association and the relevant PRC laws. Our Shareholders may approve any declaration of dividends.

According to applicable PRC laws and our Articles of Association, we will pay dividends out of our profit after tax only after we have made the following allocations: recovery of any accumulated historical losses and allocations to the statutory reserve equivalent to 10% of our profit after tax. We have adopted a dividend policy with a focus on maintaining the continued and stable development of our business. Based on our financial performance and actual operational needs, we formulate our dividend distribution plan within the scope of our – 24 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUMMARY cumulative distributable profits, taking into consideration reasonable returns to our [REDACTED], the expectations and preferences of our shareholders, capital expenditures, and the external financing environment. When distributing cash dividends, we ensure that we meet the following conditions: (i) our distributable profits for the years/period is positive; and (ii) our financial report for the years/period has received a standard unqualified audit opinion from our auditors.

We have adopted a pre-determined dividend payout ratio, pursuant to which, subject to the satisfaction of the relevant conditions for cash dividend distribution and approval by our Board and Shareholders, the profit to be distributed in cash shall, in principle, not be less than 20% of the distributable profit realized for the relevant year, and the aggregate amount of cash dividends distributed over any three consecutive years shall not be less than 30% of the average annual distributable profit realized during such three-year period. We may also declare interim cash dividends, taking into account our profitability and funding requirements.

[REDACTED]

RECENT DEVELOPMENTS

In October 2025, as a recognition of our newly launched 628 Ah Mr. Giant ESS batteries with 5 MWh DC-integrated architecture, we entered into a five-year strategic cooperation agreement with EVO Power Pty Ltd., an Australian energy company, to supply a total of 2.2 GWh of our Mr. Big and Mr. Giant ESS batteries. Such a cooperation features our mature capabilities in ESS battery designs and strengthens our overseas expansion trajectory.

In December 2025, leveraging our advanced ecosystem of marine power batteries, we entered into strategic cooperation agreements with leading maritime companies including — Leun Groep B.V. and Green Whale Technology B.V. — to further expand our overseas market share of power batteries.

NO MATERIAL ADVERSE CHANGE

Our Directors have confirmed that, up to the date of this Document, there has been no material adverse change in our financial or trading position or prospects since September 30, 2025 (being the date of our latest audited financial statements) and there has been no event since September 30, 2025 which would materially affect the information shown in the Accountants' Report set out in Appendix I to this Document. – 25 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

In this Document, unless the context otherwise requires, the following terms and expressions shall have the meanings set out below. Certain other terms are explained in "Glossary".

"2025 Convertible Bonds" | the convertible bonds issued by our Company of RMB5 billion at a par value of RMB100 in March 2025, and listed on the ChiNext Market of the Shenzhen Stock Exchange (bond code: 123254)

"A Share(s)" |

Frost & Sullivan (弗若斯特沙利文), an independent market research firm

"F&S Report"

the market research report prepared by F&S and commissioned by our Company

"GDP"

gross domestic product

"Global Offering"

[REDACTED]

"Group", "our Group", "we", "us" or "our"

our Company and its subsidiaries

"HK$" or "Hong Kong dollar(s)"

Hong Kong dollars, the lawful currency of Hong Kong

"HKFRS"

Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants

"HKICPA"

the Hong Kong Institute of Certified Public Accountants

"Hong Kong"

the Hong Kong Special Administrative Region of the People's Republic of China

– 29 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

[REDACTED]

"Hong Kong Stock Exchange" or "Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Independent Third Party" or "Independent Third Parties"

a party or parties independent of and not connected with our Company and our connected persons

"IPO"

initial public offering

"Joint Bookrunners"

[REDACTED]

"Joint Global Coordinators"

[REDACTED]

"Joint Lead Managers"

[REDACTED]

"Joint Sponsors"

[REDACTED]

"Latest Practicable Date"

December 16, 2024, being the latest practicable date prior to the printing of this Document for ascertaining certain information contained in this Document

"Listing"

the listing of the H Shares on the Main Board of the Hong Kong Stock Exchange

"Listing Committee"

the listing committee of the Hong Kong Stock Exchange

"Listing Date"

the date on which dealings in the H Shares on the Hong Kong Stock Exchange first commence

"Listing Rules"

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

"Main Board"

the Main Board of the Hong Kong Stock Exchange

"Ms. Luo"

Ms. Luo Jingqiu (駱靜秋), the spouse of Dr. Liu, and one of our Controlling Shareholders

– 30 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

"Nomination Committee"

the nomination committee of the Board

"Offer Price"

[REDACTED]

"Offer Share(s)"

[REDACTED]

"Overallotment Option"

[REDACTED]

"PRC Legal Advisors"

Han Kun Law Offices (韓坤律師事務所)

"PRC Listing Rules"

Rules Governing the Listing of Stocks on ChiNext (創業 板股票上市規則), as amended, supplemented or otherwise modified from time to time

"Prospectus"

this prospectus of our Company

"Regulation S"

Regulation S under the U.S. Securities Act

"Remuneration Committee"

the remuneration committee of the Board

"RMB" or "Renminbi"

Renminbi, the lawful currency of the People's Republic of China

"SAFE"

the State Administration of Foreign Exchange of the People's Republic of China (中國國家外匯管理局)

"SFC"

the Securities and Futures Commission of Hong Kong

"SFO"

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

"Share(s)"

ordinary share(s) in the share capital of our Company, including A Share(s) and H Share(s)

"Shareholder(s)"

holder(s) of Share(s)

– 31 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS "Share Registrar"

Computershare Hong Kong Investor Services Limited

"Share(s) issued to the public" or "publicly issued Share(s)"

[REDACTED]

"State Council"

the State Council of the People's Republic of China

"Stock"

A Shares and the H Shares

"subsidiary(ies)"

has the meaning ascribed thereto under the Listing Rules

"Track Record Period"

the three years ended December 31, 2023 and the six months ended June 30, 2024

"Underwriters"

[REDACTED]

"Underwriting Agreement"

[REDACTED]

"U.S. Securities Act"

the United States Securities Act of 1933, as amended

"USD" or "US$"

United States dollars, the lawful currency of the United States of America

"Valuation Report"

the valuation report prepared by Jones Lang LaSalle Corporate Appraisal and Advisory Limited, the text of which is set out in Appendix II to this Document

"VIE Agreement(s)"

not applicable

"VIE Entity(ies)"

not applicable

"VIE Structure"

not applicable

– 32 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS Certain technical terms and abbreviations used in this Document are defined as follows:

"Ah"

ampere-hour, a unit of electric charge

"battery module"

a collection of individual battery cells assembled together and electrically connected

"BEV"

battery electric vehicle

"BMS"

battery management system, an electronic system that manages a rechargeable battery pack to protect the battery, to monitor its state, to calculate secondary data, and to report that data as well as to control the battery's environment

"BESS"

battery energy storage system

"CAM"

cathode active material

"CATL"

Contemporary Amperex Technology Co., Limited (寧德 時代新能源科技股份有限公司)

"CC"

cubic centimeter

"cell-to-chassis" or "CTC"

cell-to-chassis, a type of EV battery technology in which the battery cells are directly integrated into the vehicle chassis

"cell-to-pack" or "CTP"

cell-to-pack, a type of EV battery technology in which battery cells are directly integrated into the battery pack, without the need for intermediate modules

"CO2"

carbon dioxide

"Consumer battery" or "consumer batteries"

batteries used in consumer electronic devices such as mobile phones, tablets, notebook computers, wearable devices and e-cigarettes

"cylindrical battery" or "cylindrical batteries"

a type of battery cells with a cylindrical form factor

– 33 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS "DICI"

Digital Intelligent Charging Infrastructure

"DICI battery"

batteries supporting DICI and capable of 4C fast charging

"downstream"

downstream of the supply chain of the battery industry refers to the end-user phase and includes the application of batteries in consumer electronics, EVs, and ESS

"E-2W"

electric two-wheelers

"energy density"

the amount of energy stored per unit mass, typically expressed as Wh/kg (watt-hours per kilogram); a measure of battery efficiency and capacity

"ESS" or "Energy Storage System"

ESS, or energy storage system, refers to a category of battery products designed and manufactured for stationary storage and release of electrical energy in large-scale application scenarios, such as grid-scale energy storage

"EV"

electric vehicle

"EV battery" or "EV batteries"

batteries designed for use in EVs

"GW"

gigawatt

"GWh"

gigawatt-hour, a unit of energy measurement equivalent to one billion watt-hours

"H2"

hydrogen

"HEV"

hybrid electric vehicle

"ICE"

internal combustion engine

"IRA"

Inflation Reduction Act of 2022 (United States)

"kW"

kilowatt

"kWh"

kilowatt-hour, a unit of energy equivalent to one thousand watt-hours

– 34 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS "LFP"

lithium iron phosphate (磷酸鐵鋰), a type of cathode material used in lithium-ion batteries

"LFP battery" or "LFP batteries"

lithium iron phosphate battery (磷酸鐵鋰電池), a type of lithium-ion battery using LFP as cathode material

"Li-ion" or "lithium-ion"

lithium-ion

"LMO"

lithium manganese oxide (錳酸鋰), a type of cathode material used in lithium-ion batteries

"LMP"

lithium manganese phosphate (磷酸錳鋰), a type of cathode material used in lithium-ion batteries

"LMR"

lithium manganese-rich (富鋰錳基), a type of cathode material used in lithium-ion batteries

"LNMO"

lithium nickel manganese oxide (鎳錳酸鋰), a type of cathode material used in lithium-ion batteries

"LMFP"

lithium manganese iron phosphate (磷酸錳鐵鋰), a type of cathode material used in lithium-ion batteries

"M/HEV"

mild/hybrid electric vehicle

"midstream"

midstream of the supply chain of the battery industry refers to the battery manufacturing phase and includes processes such as electrode manufacturing, cell assembly and battery pack production

"MW"

megawatt

"MWh"

megawatt-hour, a unit of energy equivalent to one million watt-hours

"NCM"

lithium nickel cobalt manganese oxide (鎳鈷錳), a type of cathode material used in lithium-ion batteries

"NEMA"

National Electrical Manufacturers Association (美國國 家電氣製造商協會)

– 35 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS "NiMH battery"

nickel-metal hydride battery (鎳氫電池), a type of rechargeable battery

"NMC"

lithium nickel manganese cobalt oxide (鎳錳鈷), a type of cathode material used in lithium-ion batteries

"PHEV"

plug-in hybrid electric vehicle

"pouch battery" or "pouch batteries"

a type of battery cells with a flexible, pouch-like form factor

"power battery" or "power batteries"

batteries for vehicles that are used for vehicle driving

"prismatic battery" or "prismatic batteries"

a type of battery cells with a rectangular (prismatic) form factor, typically housed in an aluminum shell

"REEV"

range-extended electric vehicle

"semi-solid state battery" or "semi-solid state batteries"

batteries in which a portion of the liquid electrolyte is replaced by a solid or gel-like electrolyte

"sodium-ion battery"

a type of rechargeable battery that uses sodium ions (Na+) as charge carriers, similar to lithium-ion batteries but using sodium instead of lithium

"solid-state battery" or "solid-state batteries"

batteries in which the liquid electrolyte is entirely replaced by a solid electrolyte

"SOR"

standard operating range

"special battery" or "special batteries"

batteries used in specialized applications or unique environments requiring specific parameters and features, such as batteries for special devices including medical devices, military equipment and GPS devices

"Upstream"

upstream of the supply chain of the battery industry refers to the raw material production phase and includes mining, refining and chemical processing of battery materials

– 36 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS "Wh"

watt-hour, a unit of energy measurement equivalent to one watt of power used for one hour

"Wh/kg"

watt-hours per kilogram, a unit of energy density

Unless otherwise specified, the exchange rates used in this Document for reference purposes only are as follows: (1) HK$1.00 = RMB0.9320; (2) US$1.00 = RMB7.2467; and (3) US$1.00 = HK$7.7742. These exchange rates are not a representation that any amounts have been, could have been or may be exchanged at the above rates or any other rates.

– 37 –

"Rule 144A"

Rule 144A under the U.S. Securities Act

"SAFE"

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

"SAMR"

the State Administration for Market Regulation of the PRC (中華人民共和國國家市場監督管理總局)

Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., an independent professional market research and consulting company, which is an Independent Third Party

"F&S Report"

an independent market research report commissioned by us and prepared by F&S for the purposes of this Document

[REDACTED]

– 29 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

[REDACTED]

"Group", "our Group", "our", "we", or "us"

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

"Guide for New Listing Applicants"

the Guide for New Listing Applicants issued by the Hong Kong Stock Exchange, as amended, supplemented or otherwise modified from time to time

"H Share(s)"

ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each, which are to be [REDACTED] and [REDACTED] in Hong Kong dollars and to be [REDACTED] on the Hong Kong Stock Exchange [REDACTED]

"HK$", "HKD" or "Hong Kong dollars"

Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong" or "HK"

the Hong Kong Special Administrative Region of the PRC

[REDACTED]

– 30 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

[REDACTED]

"Hong Kong Stock Exchange" or "Stock Exchange"

The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

"Hong Kong Takeovers Code" or "Takeovers Code"

the Codes on Takeovers and Mergers and Share Buybacks issued by the SFC, as amended, supplemented or otherwise modified from time to time [REDACTED]

– 31 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

[REDACTED]

"IFRSs"

the International Financial Reporting Standards, which include standards, amendments and interpretations promulgated by IASB and the International Accounting Standards (IAS) and interpretations issued by the International Accounting Standards Committee (IASC)

"Independent Third Party(ies)"

any person(s) or entity(ies) who is not a connected person of the Company within the meaning of the Listing Rules

[REDACTED]

– 32 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

[REDACTED]

"Latest Practicable Date"

December 24, 2025, being the latest practicable date for the purpose of ascertaining certain information contained in this Document prior to its publication [REDACTED]

"Listing Committee"

the listing committee of the Hong Kong Stock Exchange

[REDACTED]

"Listing Rules"

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

"Main Board"

the stock exchange (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operates in parallel with the GEM of the Hong Kong Stock Exchange

"MOF"

the Ministry of Finance of the PRC (中華人民共和國財政 部)

"MOFCOM"

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

"Ms. Luo"

Ms. Luo Jinhong (駱錦紅), the spouse of Dr. Liu, and one of our Controlling Shareholders

"NDRC"

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

"Nomination Committee"

the nomination committee of the Board

– 33 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

"NPC"

the National People's Congress of the PRC (中華人民共 和國全國人民代表大會)

[REDACTED]

"Options"

all stock options to acquire Shares under the Employee Incentive Plan Phase 5

[REDACTED]

"Overseas Listing Trial Measures"

the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines (《境內企業境外發行證券和上市 管理試行辦法》及五項配套指引) promulgated by the CSRC on February 17, 2023 which became effective on March 31, 2023

– 34 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

"PBOC"

the People's Bank of China (中國人民銀行), the central bank of the PRC

"PRC Company Law"

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

"PRC GAAP"

generally accepted accounting principles of the PRC

"PRC Legal Adviser"

DeHeng Law Offices, the PRC legal adviser to our Company in connection with the [REDACTED]

"PRC Securities Law"

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

[REDACTED]

"Regulation S"

Regulation S under the U.S. Securities Act

"Remuneration and Evaluation Committee"

the remuneration and evaluation committee of the Board

"RM"

Ringgit, the lawful currency of Malaysia

"RMB" or "Renminbi"

Renminbi, the lawful currency of the PRC

"RSUs"

all restricted share units to acquire Shares under Employee Incentive Plan Phase 4 and Employee Incentive Plan Phase 6

– 35 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

"Rule 144A"

Rule 144A under the U.S. Securities Act

"SAFE"

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

"SAMR"

the State Administration for Market Regulation of the PRC (中華人民共和國國家市場監督管理總局)

"AC"

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

"Ah"

amp-hour, battery capacity unit

"AI"

artificial intelligence

"Andon"

a visual signal system used in manufacturing processes to identify and address issues on the production line

"automotive electronics"

the electronic systems used in vehicles, encompassing everything from basic functions to advanced systems

"backup power function"

refers to a battery's ability to provide an alternative power source when the primary power supply is unavailable

"battery electric vehicle" or "BEV"

a type of vehicle propelled solely by battery-powered electric motors, without using internal combustion engines

"battery management system" or "BMS"

an electronic system that monitors, manages, and protects batteries or battery packs, ensuring safe operation, optimal performance and extended lifespan

"battery pack"

an assembly of interconnected batteries designed to store and supply electrical energy for various applications

"BBU"

battery backup unit, a component that provides temporary power if mains power fails

"bean cell"

a type of cell, often used in small electronic devices like smartwatches and TWS earphones

– 38 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY

"behind-the-meter" energy storage or "BTM" energy storage

a type of energy storage system installed on the load side of the grid

"bidirectional cell balancing"

refers to a technique that actively transfers energy between cells in a battery pack during both charging and discharging to equalize their state of charge (SOC) and voltage levels

"CAGR"

compound annual growth rate

"cascade utilization"

the repurposing or reuse (which may or may not involve additional limited processing) of used rechargeable batteries in another application

"cell"

the smallest battery unit

"CLS"

Cooperation, License, Service

"consumer battery"

batteries used to power consumer electronics, portable devices, power tools, UAVs, robots, etc.

"consumer cylindrical cells" or "consumer cylindrical batteries"

a type of cylindrical lithium-ion battery commonly used in power tools, cleaning tools and other consumer electronic devices

"C" or "C-rate"

a measure of the rate at which a battery is charged or discharged relative to its maximum capacity

---

"SAMR"

the State Administration for Market Regulation of the PRC (中华人民共和国国家市场监督管理总局)

"SAT"

the State Administration of Taxation of the PRC (中华人民共和国国家税务总局)

"SFC"

the Securities and Futures Commission of Hong Kong

"SFO" or "Securities and Futures Ordinance"

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

"Share(s)"

ordinary share(s) in the capital of our Company with a nominal value of RMB1.00 each, including A Shares and H Shares

"Share Incentive(s)"

RSUs and/or Options granted under the Employee Incentive Plans (as the case may be)

"Shareholder(s)"

holder(s) of the Share(s)

"Shenzhen-Hong Kong Stock Connect"

a securities trading and clearing links program to be developed by the Hong Kong Stock Exchange, Shenzhen Stock Exchange, [REDACTED] and CSDCC for the establishment of mutual market access between Hong Kong and Shenzhen

"Sole Sponsor"

the sole sponsor as named in the section headed "Directors and Parties Involved in the [REDACTED]" in this Document [REDACTED]

"State Council"

the State Council of the PRC (中华人民共和国国务院)

"subsidiary(ies)"

has the meaning ascribed thereto under the Listing Rules

"substantial shareholder(s)"

has the meaning ascribed thereto under the Listing Rules

– 36 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DEFINITIONS

"Track Record Period"

the period comprising the three financial years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025

"treasury shares"

has the meaning ascribed thereto under the Listing Rules

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

United States dollars, the lawful currency of the United States

"U.S. persons"

U.S. persons as defined in Regulation S

"U.S. Securities Act"

the U.S. Securities Act of 1933, as amended, supplemented or otherwise modified from time to time

[REDACTED]

"United States" or "U.S."

the United States of America, its territories and possessions, any State of the United States, and the District of Columbia

"VAT"

value-added tax

[REDACTED]

"%"

per cent

Certain amounts and percentage figures included in this Document have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

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

As of the Latest Practicable Date, the Company does not hold any treasury share.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY

This glossary contains explanations of certain technical terms used in this Document in connection with us and our business. As such, some of these terms and their meanings may not correspond to standard industry definitions or usage of these terms and may not be comparable to similar terms adopted by other companies.

A type of battery that uses manganese dioxide (MnO2) as the cathode material and lithium metal as the anode

"LMR"

lithium manganese-rich (Li-Mn-rich), a type of cathode material that contains a high proportion of manganese

"LTO"

lithium titanate oxide (Li4Ti5O12), used as an anode material in lithium-ion batteries, known for its long cycle life and safety

"market penetration rate"

the percentage of the total addressable market that is currently being served by a product

"MES"

manufacturing execution system, a system that tracks and documents the transformation of raw materials into finished goods

"module"

a grouping of battery cells assembled together along with battery management electronics and cooling systems

"MW"

megawatt, a unit for measuring power, 1 MW=1 million watts

"MWh"

megawatt-hours, a unit of electric energy, 1 MWh=1 million Wh

"NCM"

lithium nickel manganese cobalt oxide (LiNiMnCoO2), a cathode material used in lithium-ion batteries

"NMP"

N-Methyl-2-pyrrolidone, a solvent used in the battery manufacturing process

"OEM"

original equipment manufacturer, a company that produces parts and equipment that may be marketed by another manufacturer

– 42 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY "overcharge protection"

a safety feature that prevents a battery from being charged beyond its maximum voltage limit

"pack" or "battery pack"

a complete battery system consisting of individual battery cells or modules, along with battery management systems, cooling systems, and protective enclosures

"PACK"

the process of assembling individual battery cells or modules into a complete battery pack

"passenger vehicle" or "PV"

a motor vehicle used primarily for transporting passengers, including sedans, SUVs, MPVs and other personal vehicles

"PHEV"

plug-in hybrid electric vehicle, a type of hybrid vehicle that uses rechargeable batteries that can be restored to full charge by connecting a plug to an external electric power source

"pouch cell" or "pouch battery"

a type of lithium battery encased in a flexible aluminum laminate film pouch

"power battery"

a battery that provides power to drive electric vehicles

"prismatic cell" or "prismatic battery"

a type of lithium battery with a rectangular or square shape encased in a rigid aluminum or steel casing

"R&D"

research and development

"rack battery"

a battery system designed to be mounted in standard equipment racks, commonly used in data centers and telecommunications facilities

"rate performance"

a battery's ability to deliver power at various charge and discharge rates while maintaining acceptable capacity and voltage

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY "regenerative braking"

a mechanism found in electric and hybrid vehicles that recovers kinetic energy during braking and converts it into electrical energy to recharge the battery

"safety performance"

the ability of a battery to operate without causing harm under normal and abnormal conditions, including resistance to thermal runaway, short circuit, overcharge, and mechanical abuse

"semi-solid battery"

a type of battery that uses a semi-solid electrolyte, which is a hybrid between liquid and solid electrolytes

"separator"

a permeable membrane placed between a battery's anode and cathode to prevent electrical short circuits while allowing the flow of ionic charge carriers

"SiC"

silicon carbide, a semiconductor material used in power electronics for its high efficiency and thermal performance

"silicon-based anode material"

an anode material that uses silicon as the primary active material, known for its high theoretical capacity

"smart manufacturing"

the use of advanced technologies, including automation, artificial intelligence, and data analytics, to optimize manufacturing processes

"SOC"

state of charge, a measure of the current energy level of a battery relative to its total capacity, expressed as a percentage

"SOH"

state of health, a measure of a battery's current condition compared to its ideal conditions when it was new

"solid-state battery"

a type of battery that uses a solid electrolyte instead of a liquid or gel electrolyte

"specific power"

the amount of power a battery can deliver per unit of weight, typically measured in W/kg

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY "superfast charging"

a charging technology that enables batteries to be charged at significantly higher rates than standard charging, typically at 4C or above

"supply chain management"

the coordination and management of all activities involved in sourcing, procurement, conversion, and logistics management

"thermal management"

a system or process designed to control and maintain the temperature of battery cells within an optimal operating range

"thermal runaway"

a condition in which a battery cell enters an uncontrollable self-heating state, potentially leading to fire or explosion

"TWh"

terawatt-hours, a unit of electric energy, 1 TWh=1 trillion Wh

"vehicle-to-grid" or "V2G"

a technology that allows electric vehicles to communicate with the power grid to sell demand response services by either returning electricity to the grid or by throttling their charging rate

"Wh"

watt-hours, a unit of electric energy equal to the power of one watt sustained for one hour

"Wh/kg"

watt-hours per kilogram, a unit used to measure the specific energy or energy density of a battery

"WMS"

warehouse management system, a software solution that offers visibility into a business's entire inventory and manages supply chain fulfillment operations

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

a type of lithium battery that uses lithium manganese oxide (Li-MnO₂) as the cathode material – 42 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY

"lithium manganese iron phosphate batteries" or "LMFP batteries"

a type of LFP batteries that includes manganese as a cathode component

"low-altitude drones"

vehicles designed to operate at altitude below traditional aviation altitudes

"mΩ"

SI unit of electrical impedance

"medical batteries"

a type of battery that supplies power to medical devices

"millivolt"

a unit of electrical potential equal to one-thousandth of a volt

"MWh"

megawatt-hours, a unit of electric energy, 1 MWh=1 million Wh

"NCA"

nickel-cobalt-aluminum ternary materials, which can be used as cathode materials for high specific energy density batteries

"NCM"

nickel-cobalt-manganese ternary materials, which can be used as cathode materials for high specific energy density ternary batteries

"PCS"

power conversion system, a system that regulates power flow in an energy storage system

"PHEV"

plug-in hybrid electric vehicles

"pilot production line"

a small-scale, pre-commercial production line used to test and refine new battery technologies, manufacturing processes, and gather data for scaling up to full-scale production

"POS terminal"

a hardware device used to process customer transactions

"pouch cell"

a type of lithium-ion battery characterized by its flexible, lightweight, and flat, pouch-shaped design

"power battery"

a battery used in EV, machinery construction, electric two-wheelers and other mobility applications

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY

"power output"

measurements of how much energy can be delivered per unit of time, typically measured in watts

"primary lithium battery"

a type of disposable battery that uses lithium metal as an electrode and is designed for one-time use.

"steel-cased"

refer to battery casing made of steel

"PV"

passenger vehicles

"R&D"

research and development

"self-discharge rate"

the rate at which a battery loses its charge over time when it is not connected to an external circuit and is not actively being used

"semi solid state batteries"

an emerging type of rechargeable battery that combines features of both traditional liquid-electrolyte lithium-ion batteries and all-solid-state batteries

"separator"

a permeable membrane placed between a battery's anode and cathode, keeping the two electrodes apart to prevent electrical short circuits while also allowing the transport of ionic charge carriers needed to close the circuit during the passage of current in an electrochemical cell

"smart meters"

a digital energy meter that automatically records and transmits utility consumption data to utility companies

"sodium-ion battery"

batteries that utilize sodium ions as conductive ions that move between the anode and cathode, and charge and discharge through the mutual conversion of chemical energy and electrical energy

"solid electrolyte"

a new type of electrolyte in which the electrolyte changes from liquid to solid. According to the content of the electrolyte, it is divided into semi-solid electrolyte, solid electrolyte, etc.

"solid-state batteries"

a battery technology that replaces the liquid or gel electrolyte found in traditional lithium-ion batteries with a solid material

– 44 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

GLOSSARY

"stacking"

a process where electrode and separator sheets are precisely cut and layered on top of each other to form a multi-layered structure, which is then divided into smaller cell units and assembled into a complete battery

"state of charge" or "SOC"

the percentage of energy remaining in a battery relative to its full capacity

"ternary batteries"

a type of lithium-ion battery where the cathode material is composed of three different metals, typically nickel, cobalt, and manganese or nickel, cobalt, and aluminum

"tire pressure monitoring systems" or "TPMS"

a system monitors the air pressure inside the pneumatic tires on vehicles

"TWS headsets"

True Wireless Stereo headsets that can be wirelessly connected

"UAV"

unmanned aerial vehicles, also called a drone; an aircraft that operates without a human pilot onboard

"volumetric energy density"

the amount of energy that can be contained within a given volume

"Wh/kg"

Watt hour per kilogram

– 45 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

前瞻性陈述

本文件包含前瞻性陈述。凡非属历史事实的陈述，包括但不限于有关我们对未来的意图、信念、预期或预测的陈述，均属前瞻性陈述。在本文件中，"目标"、"预期"、"相信"、"可能"、"预计"、"展望未来"、"拟"、"应当"、"项目"、"寻求"、"应"、"将"、"愿意"、"愿景"、"致力于"、"目的"、"计划"等词语及其否定形式和其他类似表达，凡与我们或我们管理层相关者，均旨在识别前瞻性陈述。该等陈述反映我们管理层目前对未来事件、营运、流动资金及资本资源的看法，其中部分内容可能无法实现或可能发生变化。该等陈述受若干风险、不确定因素及假设所限，包括本文件所述的风险因素，其中部分风险因素超出我们的控制范围，可能导致我们实际的业绩、表现或成就，或行业业绩，与前瞻性陈述所明示或暗示的任何未来业绩、表现或成就存在重大差异。

敬请注意，依赖任何前瞻性陈述将涉及已知及未知的风险与不确定因素。我们所面临的、可能影响前瞻性陈述准确性的风险与不确定因素包括但不限于以下各项：

• 我们的营运及业务前景；

• 我们维持与客户及供应商关系的能力，以及影响客户及供应商的行动与进展；

• 我们经营或计划经营的行业及市场的未来发展、趋势及状况；

• 我们经营市场的总体经济、政治及商业环境；

• 我们经营的行业及市场的监管环境变化；

• 我们维持市场地位的能力；

• 竞争对手的行动与发展；

• 我们有效控制成本及优化定价的能力；

• 第三方按合同条款及规格履行义务的能力；

• 我们挽留高级管理人员及核心人员并招募合资格员工的能力；

• 我们的业务策略及实现该等策略的计划；

• 我们质量控制体系的有效性；

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本文件为草稿形式，尚未完成，如有变动，其中信息须与本文件封面"警告"一节一并阅读。

前瞻性陈述

• 利率、外汇汇率、股票价格、交易量、大宗商品价格及整体市场趋势的变动或波动，包括与中国及我们经营的行业和市场相关者；及

• 资本市场发展。

就其性质而言，与上述及其他风险相关的若干披露仅属估计，倘该等不确定因素或风险中的一项或多项成为现实，实际业绩可能与估计、预期或预测的业绩以及历史业绩存在重大差异。具体而言（但不作任何限制），销售额可能下降，成本可能增加，资本成本可能上升，资本投资可能延迟，而预期的绩效改善可能无法完全实现。

在符合适用法律、规则及法规规定的前提下，我们没有任何义务，亦不承诺对本文件中的前瞻性陈述进行更新或以其他方式修订，无论是由于新信息、未来事件或其他原因。由于上述及其他风险、不确定因素及假设，本文件所讨论的前瞻性事件及情况可能不会按我们预期的方式发生，甚或根本不会发生。因此，敬请勿过度依赖任何前瞻性信息。本文件中所有前瞻性陈述均受本节警示性陈述以及"风险因素"一节所述风险与不确定因素的约束。

在本文件中，有关我们或我们董事的意图的陈述或提述，均于本文件日期作出。该等信息可能随未来发展而有所变化。

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本文件为草稿形式，尚未完成，如有变动，其中信息须与本文件封面"警告"一节一并阅读。

RISK FACTORS

You should carefully consider all of the information in this Document, including the risks and uncertainties described below, before making an [REDACTED] in our H Shares. These risks could materially and adversely affect our business, financial condition, and results of operations. The [REDACTED] of our H Shares could significantly decrease due to any of these risks, and you may lose all or part of your [REDACTED]. Additional risks and uncertainties not presently known to us, or not expressed or implied below, or that we deem immaterial, could also harm our business, financial condition, and results of operations. You should seek professional advice from relevant advisors regarding your prospective [REDACTED] in the context of your particular circumstances.

These factors are contingencies that may or may not occur, and we are not in a position to express a view on the likelihood of any such contingency occurring. The information given will not be updated after the date hereof and is subject to the cautionary statements in the section titled "Forward-Looking Statements" in this Document.

风险因素

在就本文件所载H股作出[已编辑]前，阁下应仔细考虑本文件的所有资料，包括以下所述的风险及不确定因素。这些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。由于任何该等风险，我们H股的[已编辑]可能大幅下跌，阁下可能损失全部或部分[已编辑]。目前我们尚未知悉、或以下未明确或隐含表达、或我们认为并不重要的其他风险及不确定因素，亦可能对我们的业务、财务状况及经营业绩造成损害。阁下应就您在特定情况下的潜在[已编辑]向相关顾问寻求专业意见。

上述因素均属可能发生或不发生的或然事项，我们无法就任何该等或然事项发生的可能性表达意见。本文件所载资料于本文件日期后将不会更新，并须受本文件"前瞻性陈述"一节所载的警示性陈述约束。

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

与我们业务及行业相关的风险

Fluctuations in demand in the downstream markets of our battery products may materially and adversely affect our business, results of operations and financial condition.

我们电池产品下游市场的需求波动可能对我们的业务、经营业绩及财务状况产生重大不利影响。

The sales performance of our battery products depends significantly upon the performance of the downstream markets of the end products in which our batteries are installed. Our main products include consumer batteries, power batteries and ESS batteries. Our consumer batteries are used in a wide range of use cases including everyday electronics, power tools, IoT and medical devices. Our power batteries are used in various types of EVs as well as new energy construction machinery. Our ESS batteries are mainly used in various ESS as well as new energy vessels. We sell our battery products to renowned industry players in these downstream markets. Demand in these downstream markets may fluctuate due to various factors beyond our control, including but not limited to the macroeconomic environment, changes in end-user preferences, cost efficiency and emerging new technologies. Any downturn in such market demand may cause a decrease in our sales and force us to lower pricing to maintain our market position and market share, thereby materially and adversely affecting our business, results of operations and financial condition.

我们电池产品的销售表现在很大程度上取决于安装我们电池的终端产品的下游市场表现。我们的主要产品包括消费类电池、动力电池及储能电池。我们的消费类电池广泛应用于日常电子产品、电动工具、物联网及医疗设备等众多使用场景。我们的动力电池应用于各类电动车辆及新能源工程机械。我们的储能电池主要应用于各类储能系统及新能源船舶。我们向这些下游市场的知名行业参与者销售电池产品。这些下游市场的需求可能因多种超出我们控制范围的因素而产生波动，包括但不限于宏观经济环境、终端用户偏好的变化、成本效益及新兴技术的涌现。此类市场需求的任何下滑均可能导致我们的销售额减少，并迫使我们降低定价以维持市场地位和市场份额，从而对我们的业务、经营业绩及财务状况产生重大不利影响。

If we fail to our technological competitiveness in the battery industry, our operating results may be adversely affected.

若我们未能保持在电池行业的技术竞争力，我们的经营业绩可能受到不利影响。

Since inception, we have consistently made significant investments in R&D, and established technological advantages in battery materials, battery manufacturing, battery recycling and other related areas. Through these efforts, we have established industry-leading technological R&D capabilities. The battery sector is at a stage of rapid development and technology innovation continues to emerge. We cannot guarantee that we will be able to timely

自成立以来，我们持续在研发方面进行大量投入，并在电池材料、电池制造、电池回收及其他相关领域建立了技术优势。通过上述努力，我们已建立起行业领先的技术研发能力。电池行业正处于快速发展阶段，技术创新不断涌现。我们无法保证将能够及时

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本文件为草稿，尚未完成，可能有所更改，本文件所载资料必须与本文件封面"警告"一节一并阅读。

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS 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 established technology barrier and competitive advantages. If any of these events occurs, our business, results of operations and financial condition could be materially and adversely affected.

电池行业竞争激烈。若我们无法成功竞争，可能对我们的市场地位及市场份额造成重大不利影响。 The battery industry is competitive. Our failure to successfully compete could materially and adversely affect our market position and market share.

全球新能源行业竞争激烈且高度集中，未来竞争可能更为激烈。根据弗若斯特沙利文的资料，按出货量计算，2024年全球消费类电池、动力电池及储能电池前五大企业的市场份额分别为61.9%、59.0%及76.7%。按2024年出货量计算，我们在全球消费类电池、动力电池及储能电池市场的市场份额分别为11.7%、2.8%及17.2%。 The global new energy industry is competitive and highly concentrated, and competition may be even more intense in the future. According to Frost & Sullivan, by shipment volume, the top five consumer battery, power battery and ESS battery companies accounted for 61.9%, 59.0% and 76.7% of the global market in 2024, respectively. As measured by shipment volume in 2024, we held a market share of 11.7% amongst consumer battery, 2.8% amongst power battery and 17.2% amongst ESS battery globally.

我们的现有竞争对手可能通过持续研发投入、扩大产能、优化生产工艺及积极开展营销活动等多种方式谋求提升市场份额。我们的竞争对手可能还拥有比我们更为雄厚的财务资源。随着我们拓展新的地域市场并推出新产品，预计将面临来自现有竞争对手及新进入者的竞争。竞争压力亦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及市场份额。即便下游对我们产品的需求充足，我们也无法保证始终能够成功与其他市场参与者竞争，争取下游客户的订单。若我们未能有效参与竞争，可能无法保持或扩大市场份额，这将对我们的业务、经营业绩及财务状况产生重大不利影响。 Our existing competitors may seek to increase their market shares through various measures, such as continued R&D efforts, increased production capacity, optimized production process and active marketing campaigns. Our competitors may also have greater financial resources than us. We expect to face competition from both existing and new competitors as we expand into new geographical markets and launch new products. Competitive pressure could also have an adverse impact on the demand for and pricing of our products, which in turn affects our growth and market share. Even if there is sufficient downstream demand for our products, there is no guarantee that we will always succeed in competing with other market players for orders from downstream customers. If we fail to compete effectively, we may not be able to retain or expand our market share, which would have a material adverse effect on our business, results of operations and financial condition.

我们可能无法从研发工作中获得预期收益，这可能对我们的竞争力及盈利能力产生负面影响，并导致对我们产品需求的下降。 We may not be able to derive the desired benefits from our research and development efforts, which may negatively affect our competitiveness and profitability, and lead to decrease in the demand for our products.

技术创新对我们的成功至关重要，自成立以来我们已在研发方面进行了大量投入。2022年、2023年、2024年及截至2025年9月30日止九个月，我们的研发费用分别为人民币21.531亿元、人民币27.316亿元、人民币29.423亿元及人民币18.720亿元。为维持并扩大我们的竞争优势，我们计划继续在研发项目上投入大量财务资源。除内部研发能力外，我们亦与包括境内外业务合作伙伴及独立研究机构在内的第三方开展联合研发合作，共同开发新技术及新产品。详见"业务——研究与开发"。 Technological innovation is critical to our success, and we have made significant investments in R&D since our inception. In 2022, 2023, 2024 and the nine months ended September 30, 2025, our research and development expenses were RMB2,153.1 million, RMB2,731.6 million, RMB2,942.3 million and RMB1,872.0 million, respectively. In order to maintain and expand our competitive advantages, we plan to continue investing significant financial resources in our R&D projects. In addition to our in-house research and development capabilities, we also engage in joint research and development collaboration with third parties including both domestic and overseas business partners and independent research facilities to jointly develop new technologies and products. See "Business — Research and Development."

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本文件为草拟本，尚未完整，仍可能修改变动，所载信息须与本文件封面"警告"一节合并阅读。 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

However, as research and development activities are inherently uncertain, we cannot assure you that our research and development projects will be successful or be completed within the anticipated time frame and budget, or that our newly developed products will achieve wide market acceptance or enjoy the advantages as we expected. Furthermore, the battery industry is characterized by rapid technological changes and evolving industry standards, which are difficult to predict. This, together with the frequent introduction of new technologies, vehicle types, battery products and models, has shortened battery product life cycles and may render our products obsolete or less marketable. If we fail to keep up with the latest technological development and industry trends, we may suffer a decline in demand for our products and our competitive position. Even if such products can be successfully launched, we cannot assure you that they will be accepted by our customers and achieve anticipated sales target or profit.

In addition, many private and public companies and research institutions are actively engaged in the development of new battery technologies that may bring competitive advantages over the mainstream battery products in the market. Our existing or potential competitors may develop products which are similar or superior to our products or more competitively priced. If our competitors develop new technologies that we are not able to keep up with, such technologies may provide them with significant performance or price advantages over us and our technological competitiveness and competitive strengths may be adversely affected. Some of our competitors are also conducting research and development on alternative battery technologies, such as fuel cells and super capacitors, and academic studies are ongoing as to the viability of sulfur and aluminum-based battery technologies. If any viable substitute products emerge and gain market acceptance because they have more enhanced features, more practical applications, more power, more attractive pricing, or better reliability, the market demand for our products may decrease, and accordingly our business, financial condition and results of operations would be materially and adversely affected.

Due to uncertainties in the time frame for developing new products and the duration of market window for these products, there is risk that we may have to abandon a product or a potential product that is no longer commercially viable, even after we have invested significant resources in the development and commercialization of such product. If we fail to effectively keep up with rapid technological changes and evolving industry standards by introducing new and enhanced products, our significant expenditures on research and development may not generate corresponding benefits, which may materially and adversely affect our business, prospects, financial condition and results of operations.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Failure to launch new and innovative products or keep up with evolving market trends may materially and adversely affect our market share and profitability.

To achieve effective competition in the power battery industry, we need to continuously develop and launch new battery products. The development and launch of new products involve complex efforts and there may be uncertainties at various stages before a product is launched. Any delay in the financing, design, production and eventually the launch of our new products could materially damage our competitiveness. To the extent that we delay the launch of our new products, our growth prospects could be adversely affected as we may fail to compete with our peers, keep up with competing products, or grow our market share. Due to the uncertainty in the market window for the new products, any delay in launch of new products may result in the obsolescence of such products and our investments in developing such products may become sunk costs, which will materially and adversely affect our business, financial position and results of operations.

If we are unable to retain existing customers and attract new customers, our business, financial conditions and results of operations will be adversely affected.

We cannot guarantee that we could retain our existing customers or attract new customers as we did during the Track Record Period, or at all. Our ability to retain existing customers and attract new customers depend on a number of factors, including our ability to develop new and innovative products, our ability to offer competitive pricing, and our ability to maintain good business relationships with our customers. Furthermore, customers may find defects or other performance problems in our products, which could hurt our reputation and may damage our customers' businesses. If we fail to retain our existing customers or attract new customers in the future, our business, financial conditions and results of operations will be adversely affected.

In addition, we may fail to predict the future level of demand for our products as the demand of our customers may be affected by a combination of factors beyond our control, such as market or economic conditions, changes in policies and regulatory environment, making it difficult to predict our future financial performance. If we fail to respond to constant changes in market conditions and policies, or if the markets we operate in do not develop as we expect, we may lose business opportunities, and our business and results of operations may be materially and adversely affected.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Our profitability maybe materially and adversely affected if we are forced to lower the selling prices of our products.

We may be forced to adjust the prices of our products in accordance with market conditions and fluctuations in raw material prices. Historically, the average selling prices of our battery products have fluctuated primarily due to fluctuations in the prices of raw material used in our battery production. According to Frost & Sullivan, from 2020 to 2022, the prices of raw materials, such as lithium carbonate, lithium hydroxide, yellow phosphorus and nickel sulfate, exhibited an overall upward trend, followed by a substantial decline in 2023 as supply and demand dynamics gradually stabilized. For details, see "Industry Overview — Raw Material Price Analysis." As a result, the average selling prices of our consumer batteries, power batteries and ESS batteries all decreased from 2022 to 2023, and further decreased in 2024. We cannot assure that we will not experience any material and adverse effect on our financial results if we lower the prices of our products in future if the related costs do not also decline or if we cannot make up for the decreased pricing by increasing sales volume. Any potential decrease in the selling prices of our products in the future, including in response to changes in raw material prices, increased market competition or general economic conditions, may have a material adverse impact on our business, financial condition, results of operations and prospects.

We face risks of sharing relevant research and development results with our collaboration partners at the level of jointly established entities.

During the Track Record Period, we collaborated with renowned university and research institutes for certain R&D projects. See "Business — Research and Development." for details of relevant cooperation agreements. We may enter into similar arrangements to cooperate on R&D projects or to jointly establish R&D entities such as joint laboratories with other third parties in the future. Our agreements in relation to these collaborations may require us to share relevant research and development results with these partners at the level of jointly established entities. There is no assurance that our relevant counterparties would not advertently or inadvertently misuse the research and development results that we collaboratively form, or misappropriate the research and development results owned solely by us and that are incidentally shared during our collaboration with them. Our business, financial condition and results of operations may be adversely impacted if any of the aforementioned incidents happen.

We face risks associated with our global operations and business expansion.

We operate globally and have been actively expanding our overseas footprint. As part of our development strategies, we will continue to expand our business overseas, which will expose us to a number of risks, including, but not limited to:

• fluctuations in foreign currency exchange rates;

• trade barriers such as export requirements, tariffs, taxes, trade sanctions and other restrictions and expenses in different jurisdictions;

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

• increased costs associated with maintaining the ability to understand the local markets and develop and maintain effective marketing and sales presence in various countries;

• difficulty in providing satisfactory customer service and support in these markets;

• difficulty in completing construction on time, if at all;

• difficulty with local staffing, particularly personnel engaged in R&D, administrative management, and product delivery;

• difficulty with managing the complexity of global operations;

• failure to develop and implement appropriate risk management and internal control structures tailored to global operations;

• difficulty and cost relating to compliance with different commercial and legal requirements of the markets in which we offer or plan to offer our products, including our ability to meet evolving product standards set by different regulatory or government authorities;

• failure to obtain or maintain permits for our products or services in these markets;

• different safety concerns and measures needed to address accident related risks in different countries and regions;

• inability to obtain, maintain or enforce intellectual property rights; and

• unanticipated changes in prevailing economic conditions and regulatory requirements.

We face risks associated with the international sales of our products, such as the current tensions in international trade and rising political tensions. If we are unable to effectively manage these risks, our business and financial condition and results of operations may be materially and adversely affected.

We sell our products to overseas customers in countries or regions, as well as customers who may incorporate our products and sell their end-products overseas. Our business and sales overseas are affected by the current international trade tensions and global economic conditions, such as economic sanctions, export or import controls against certain countries or regions or against targeted industry sectors, groups of companies or persons, and/or organizations. Furthermore, the uncertainty in global economic conditions could result in substantial volatility in global credit markets. These conditions may reduce prices that our customers may be able or willing to pay for our products or lead to a decrease in the demand for our products, which could in turn negatively impact our sales and result in a material adverse effect on our business, results of operations and financial condition.

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RISK FACTORS

如果我们当前和未来的基础设施、内部系统、运营流程和控制措施无法支持我们持续的业务扩张，我们的业务和前景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.

我们可能无法按计划扩大产能，即使我们的产能扩张项目按计划推进，我们也可能无法按预期及时或根本无法增加产量。

We may not be able to increase our production capacity as planned, and even if our production expansion projects proceed as planned, we may not be able to increase our production output in a timely manner or at all as envisaged.

While our production capacity achieved to date is already at commercial scale, it has not achieved what we expect in terms of fully meeting the market demand of our products. We expect to expand our production capacity to meet customers' expected demands for our products. Such expansion will impose significant responsibilities on our senior management and require significant commitment of our resources, including financial resources and the time needed to identify, recruit, maintain, and integrate additional employees. Our proposed expansion will also expose us to greater overhead and support costs and other risks associated with the manufacture and commercialization of new products. Difficulties in effectively managing the budgeting, financing, forecasting and other process control issues presented by such expansion could negatively affect our business, prospects, results of operations and financial condition. Such expansion is also required to obtain various approvals, permits, licenses and certificates and complete relevant inspections by and filings with competent government authorities across various jurisdictions. There is no assurance that we will be able to execute our expansion plan as contemplated or at all. Any delay or failure to obtain relevant approvals, permits, licenses and certificates or complete the inspections and filings for our production expansion projects may materially delay our production expansion or even result in the cancellation of such plans, which may adversely affect our business, financial conditions and results of operations.

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RISK FACTORS

We purchase certain key raw materials from third parties, and we may not be able to secure our supply of such key raw materials in a stable and timely manner or on commercially reasonable terms, or at all.

We currently purchase certain key raw materials needed for the manufacturing of our battery products from third parties, such as cathode and anode materials, electrolyte, and separators. We cannot guarantee that our strategic arrangements with major suppliers will always lead to stable supply of sufficient quantity of our key raw materials. Our suppliers may also be unable to satisfy our quality standards. Moreover, the prices of these raw materials could fluctuate significantly due to circumstances beyond our control. See "Business — Supply Chain." If our current suppliers are unable to satisfy our demand for raw materials on a timely basis, we may be required to seek alternative sources for necessary raw materials or make other adjustment measures. If we fail to do so, or incur excessive costs in doing so, our manufacturing process will be significantly delayed, and we may be unable to timely deliver our products, which may result in decline in demand for our products and damage to our overall reputation. Our business, results of operations and financial condition may therefore be materially adversely affected.

Trade restrictions, tariff, or sanctions on our products or the end products in which our batteries are installed may adversely affect our business.

Our customers' sales in certain jurisdictions may become subject to additional trade restrictions and tariffs, which could impact their sales volume and in turn their procurement from us. Such tariffs and trade restrictions may impact our customers' sales, which may in turn impact our sales of battery products. The U.S., the EU and other jurisdictions or organizations, including the UK, the UN, and Australia, have imposed economic sanctions against targeted regions or against targeted industry sectors, groups of companies or persons, and/or organizations. During the Track Record Period, we sold our battery products to overseas customers and such customers may be subject to trade restrictions, economic sanctions and tariffs. Our transactions with respect to customers located in regions subject to International Sanctions did not represent any violation to the applicable U.S. export controls or primary sanctions and the risk is fairly low that our activities would result in the imposition of secondary sanctions on the Relevant Persons. We will also prioritize local procurement to mitigate our supply chain risks because of U.S. export controls restrictions. In particular, we have been using domestic CAD software we procured historically that are available at comparable quality and cost to foreign software.

Sanctions laws and regulations are constantly evolving, and new persons and entities may be added to the list of Sanctioned Persons. Furthermore, new requirements or restrictions could come into effect which might increase the scrutiny on our business. We are unable to provide any assurance that our future business will be free of sanctions risks, or that our business will conform to the expectations and requirements of the authorities of the U.S. or any other

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS jurisdictions. Our business and reputation may be adversely affected if the authorities of the U.S., the EU, or any other jurisdictions were to determine that any of our future activities constitutes a violation of the sanctions they imposed or provides a basis for a sanction designation of us.

过去几年，美国政府对中国商品采取了多种关税和贸易限制措施。具体而言，2024年5月28日，美国贸易代表办公室宣布计划根据1974年《贸易法》第301条，提高对中国进口锂离子电动汽车电池及锂离子非电动汽车电池的额外关税税率。新税率定为25%，对电动汽车电池自2024年8月1日起生效，对非电动汽车电池自2026年1月1日起生效。2024年9月13日，美国贸易代表办公室宣布计划根据1974年《贸易法》第301条，将适用于自中国进口的锂离子电动汽车电池及锂离子非电动汽车电池的额外关税税率提高至25%，分别自2024年9月27日及2026年1月1日起生效。2025年3月26日，美国政府宣布对包括中国在内的所有国家进口的汽车（含乘用车及轻型卡车）及特定汽车零部件（包括硫化橡胶管、管道及软管等）征收25%的关税。该关税对汽车自2025年4月3日起生效，对特定汽车零部件自2026年5月3日起生效。作为回应，中国采取了一系列贸易措施，包括提高对美国商品的关税。今年早些时候，中美两国同意暂时相互降低关税，近期又同意寻求延长关税暂停期。我们无法预测中美贸易谈判的走向，也无法预判未来任何关税变化对我们业务的潜在影响。

然而，关税及贸易限制措施的实施仍可能对我们在海外市场的竞争力产生不利影响，因为与不受此类关税约束的当地同行或竞争对手相比，我们可能面临更大的价格压力。这可能导致对我们产品的需求减少，或要求我们调整定价策略，从而对我们的业务、财务状况及经营业绩产生不利影响。不能保证未来不会实施额外的关税或贸易限制措施，这可能进一步影响我们在海外市场的竞争能力。

**我们可能因生产设施制造过程中发生的事故而承担责任并遭受运营中断，原因包括但不限于未能遵守安全措施及程序。**

在运营和生产过程中，我们制定并要求员工遵守内部政策规定的安全措施和程序，包括职业安全及消防安全相关程序和规程。在业绩记录期间，我们未发生任何重大安全事故或职业伤亡事故。然而，我们无法保证员工严格遵守我们的安全措施和程序。由于我们的制造工艺复杂，不可避免地涉及工具、设备和机械的操作以及化学材料的使用，可能发生导致员工受伤甚至死亡的事故。此外，我们现有的制造规程可能不足以预防所有类型的故障或上述

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本文件为草稿形式，内容不完整且可能有所变动，阅读本文件所载资料时必须一并参阅本文件封面"警告"一节。

RISK FACTORS accidents, some of which may have never arisen and may not have been foreseen when the current protocols are created. Such accidents may result in disruption of our operation and subject us to liabilities, and we may not have sufficient insurance to cover such liabilities, which may adversely affect our business, results of operations and financial condition.

Potential unsatisfactory performance of or defects in our products may cause us to incur significant additional expenses and costs, result in product recalls, tarnish our reputation, expose us to product liability claims and cause our sales and market share to decline.

Our sales contracts normally require our customers to conduct inspection upon receipt. We also provide after-sales warranty for a period based on either number of charge cycles or years of usage. During the warranty period, we will provide repair, maintenance or replacement for products with quality problems, subject to terms and regulations on the use and testing of the products. For details, see "Business — Sales, Marketing and Customers." If we experience a significant increase in product return incidents and/or warranty claims we may incur significant repair and replacement costs associated with such claims. In addition, our failure to maintain the consistency and quality throughout our production process could result in substandard quality or performance of our products. If we deliver our products with defects, or if there is a perception that our products are of substandard quality, we may incur substantially increased costs associated with returns or replacements of our products, our credibility and market reputation could be harmed, and our sales and market share may be materially adversely affected. This could have a material adverse effect on our business, financial condition and results of operations.

Any failure to maintain an effective quality management system may materially and adversely affect our business, reputation, financial condition and results of operations.

Our product quality is critical to our success. Therefore, we have a quality management system in place. The effectiveness of our quality management system depends on a number of factors, including supplier selection, raw material testing, the design of the production process, the equipment used, inventory testing, after-sales tracking and monitoring and our ability to ensure that our employees adhere to our quality management policies and guidelines. We are required to comply with specific guidelines based on applicable laws and regulations relating to product safety and handling of restricted and hazardous materials. Our safety standards for the inspection of our products are also based on relevant national and industry standards. We cannot assure you that our quality management system will continue to be effective or in compliance with relevant laws, regulations and standards. See "Business — Quality Control." Any significant failure in or deterioration of the efficacy of our quality management system could result in us losing accreditations and requisite certifications or qualifications, which could in turn have a material adverse effect on our business, financial condition and results of operations.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

We face various risks relating to the transportation of our battery products.

In the course of our domestic and overseas product delivery, certain of our customers require long-distance transportation of our products. During the Track Record Period, we generally delivered our products by land freight for domestic sales, and sea freight for overseas sales, with a small number of deliveries made by air freight. Transportation costs are typically borne by us. The transportation of a large volume of our products may expose us to various risks, including (i) increases in transportation costs, (ii) loss of our products as a result of any accidents that may occur in the transportation process, and (iii) delays in the transportation of our products as a result of any bad weather conditions, natural disasters or other conditions adversely affecting road traffic. Any of these risks could have an adverse effect on our business and results of operations.

Our reputation is key to our business success. Negative news or publicity may adversely affect our reputation, business and growth prospects.

Any negative news or publicity in relation to us, or any of our Directors, management, Controlling Shareholders and joint ventures or business partners or counterparties, or any of their respective affiliates, among others, whether or not they act on our behalf or otherwise utilize or share our brand name, and even if proven untrue, could adversely affect our reputation, business and growth prospects. We cannot assure you that such negative news or publicity would not damage our reputation or brand image. Given our specialized industry and market, negative news, publicity and word of mouth could spread quickly and negatively impact our reputation, brand image or relationship with third parties, which could have a material adverse effect on our business and growth prospects.

Compliance with environmentally safe production and construction and renewable energy development regulations can be costly, and non-compliance with such regulations may result in adverse publicity and potentially significant monetary damages, fines and suspension of our business operations.

Our business and operational activities, such as the production and sales of our products, storage and transportation of our products and raw materials, are governed by laws and regulations, administrative determinations, and similar constraints, especially those relating to environmental protection, handling of hazardous substances, and use of chemicals. Moreover, we are required to obtain construction permits before commencing constructing manufacturing bases, and obtain the approvals from competent environmental protection authorities before commencing commercial operations of our production bases. We are also required to comply with renewable energy development regulations and directives. Compliance with the environmentally safe production and construction and renewable energy development regulations can be economically costly and time consuming, which may divert the attention and resources of our Directors and management for operation of our business, in turn adversely affect our business operation and financial performance.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Work stoppage, increases in labor cost and other labor related matters may have an adverse effect on our businesses.

Good working relationship with our employees and reasonable labor cost is crucial to our operations and success. We have not experienced any material work stoppages, strikes or other major labor problems during the Track Record Period. However, there is no assurance that any of such events will not arise in the future. If our employees were to engage in a strike or other work stoppage whether voluntarily or for reasons beyond their control, we could experience significant disruption of our operations and/or higher on-going labor costs, which may have an adverse effect on our businesses, financial condition and results of operations. Any conflicts between us and our employees or between our suppliers and customers and their respective unions, if any, could have an adverse effect on our financial condition and results of operations.

In addition, our labor costs may potentially increase in the future. We may not be able to pass on these increased costs to customers by increasing the selling prices of our products in light of competitive pressure in the markets where we operate. In such circumstances, our profit margin may decrease, which could have an adverse effect on our financial condition and results of operations.

The reduction, modification, delay or elimination of government subsidies, and other economic incentives may adversely affect our business and financial results.

We recorded other income from government grants of RMB1,021.1 million (人民币10.211亿元), RMB1,778.1 million (人民币17.781亿元), RMB1,396.3 million (人民币13.963亿元) and RMB670.7 million (人民币6.707亿元) in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively. Not all of the government subsidies are recurring in nature. See "Financial Information — Principal Components of Our Consolidated Statements of Profit or Loss." Policies and regulations adopted by the governments are important to the continuing success of our business. Existing incentive programs may be reduced or eliminated for economic, political, financial or other reasons. In addition, the local governments may delay the implementation or fail to fully implement central government regulations, policies or initiatives, and the development focus of local government may shift to other industries over time. We cannot assure you that we will be able to receive any such government subsidies in the future. If we are unable to receive the government subsidies in the future at the same level as we had during the Track Record Period, our financial condition and results of operations for the period may be adversely affected.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Our level of indebtedness may prevent us from meeting relevant obligations under our indebtedness, which may adversely affect our ability to raise additional capital to fund our operations.

During the Track Record Period, we had certain borrowings to finance our business operations and capital expenditures. We expect that we may continue to do so in the future and our liquidity risk may increase. As of December 31, 2022, 2023, 2024 and September 30, 2025, our borrowings amounted to RMB21,009.4 million, RMB21,936.4 million, RMB25,449.7 million and RMB27,833.6 million, respectively. The borrowings bore an effective interest rate from 0.75% to 6% per annum, respectively. We are exposed to interest rate risk resulting from interest rate fluctuations. Rising interest rates could increase interest expenses relating to our outstanding floating-rate borrowings, which could materially and adversely affect our business, results of operations, financial condition and prospects. We cannot assure you that we will not have a substantial amount of borrowings in the future. The high amount of borrowings may (i) make it more difficult for us to fulfill our obligations under relevant indebtedness, exposing us to the risk of default, which, in turn, would negatively affect our ability to operate as a going concern; (ii) require us to allocate a higher portion of our cash flow from operations to fund repayments of principal and interest on our borrowings, thus reducing the availability of our cash flow for other purposes (such as working capital, capital expenditure and other corporate purposes); (iii) expose us to higher pressure under adverse economic or industry conditions; (iv) limit our flexibility in planning for strategic targets, or reacting to changes in our business or in the industry in which we operate; (v) potentially restrict us from pursuing potential strategic business opportunities; (vi) limit our ability to borrow additional funds; (vii) increase our exposure to interest rate fluctuations; (viii) increase our exposure to unpredictable adverse events, such as not having enough cash to cover potential product liability and/or expenses for upgrading technologies or equipment requirement for our production; and (ix) limit our finance budget, each of which will materially and adversely impact our business, results of operations and financial condition. As a result of the covenants and restrictions, our business may be limited, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. A breach of any of the negative covenants could result in a default with respect to the related indebtedness. If a default occurs, the relevant lenders could demand immediate payment. This, in turn, could cause cross-default or payment acceleration of our other debts. In the event that some or all of our debt payments are accelerated and become immediately due and payable, we may not have the funds to repay, or the ability to refinance, such debt.

Our sales are subject to seasonality which could cause our results of operations to fluctuate.

Our business operation exhibits certain seasonality. Driven by increased sales of EVs in the second half of the year, we generally recorded higher revenue in the second half of each year. This seasonal pattern may result in the fluctuation of our operating results. As a result, comparing our results of operations across different periods of a given year as an indicator of our performance may not be meaningful and should not be relied upon as indicators of future performance.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

我们业务的成功受我们吸引、培训和留住高技能员工及关键人员的能力所影响。

由于我们业务的高度专业化和技术性质，我们必须吸引、培训并留住一批由高技能员工和其他关键人员组成的庞大人才队伍，包括但不限于我们的创始人刘金成博士（Dr. Liu Jincheng）及研发团队中的其他行业专家。如果我们的一名或多名高技能员工或关键人员无法或不愿继续为我们提供服务，我们可能无法轻易、及时地找到替代者，甚至根本无法找到替代者。此外，由于我们所在行业对人才的需求旺盛、竞争激烈，我们可能需要支付更高的薪酬并提供更丰厚的福利，才能吸引和留住实现我们战略目标所需的高技能员工或其他关键人员。我们招募、培训新员工并将其融入运营的能力，可能无法满足我们业务的需求。若我们未能以足够数量吸引、培训或留住高技能员工和其他关键人员以满足我们的需求，将对我们的业务和经营业绩产生重大不利影响。此外，我们未能留住的员工亦构成风险，因为他们可能向竞争对手透露我们的商业敏感信息，并可能削弱我们相对于竞争对手的技术优势。

我们依赖的信息技术及其他基础设施面临若干风险，包括网络安全风险。

我们依赖计算机系统和网络基础设施来运营和监控我们制造设施的日常运作，并收集准确、及时的财务、运营及其他交易数据以供业务分析。我们亦依赖上述系统和基础设施收集、处理和存储有关客户及业务伙伴的交易数据。因此，我们的业务有赖于计算机系统和网络基础设施的持续维护和升级。上述系统和基础设施面临若干风险，例如故障、自然灾害以及网络安全风险。尽管我们已投入大量资源开发针对网络安全问题的安全措施，但我们的网络安全措施可能无法检测或防范所有试图入侵我们系统的行为，包括分布式拒绝服务攻击、病毒、恶意软件、非法闯入、网络钓鱼攻击、社会工程攻击、安全漏洞或其他攻击及类似破坏行为，这些行为可能危及我们系统中存储和传输的信息或我们以其他方式维护的信息的安全。网络安全措施遭到破坏可能导致未经授权访问我们的系统、信息或数据被盗用、客户信息被删除或篡改，或导致拒绝服务或其他业务运营中断。在遭受勒索软件攻击的情况下，我们可能被要求支付一大笔款项以恢复系统运行，这可能对我们的业务和财务状况产生重大不利影响。由于用于未经授权访问或破坏系统的技术手段不断变化，且可能在针对我们或我们的第三方服务提供商发动攻击之前无从知晓，我们可能无法预判

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本文件为草稿，内容不完整且可能发生变动，阅读本文件所载信息时必须同时参阅本文件封面"警告"一节。

风险因素

或采取足够措施防范上述攻击。我们无法保证未来不会遭受上述任何网络安全问题。若未能妥善处理此类问题，将对我们的业务及经营业绩产生重大不利影响。

**我们可能没有足够的保险来弥补各种运营风险和危险造成的损失及责任。**

我们的业务面临多种运营风险，包括但不限于因操作失误、停电、设备故障及其他风险导致的生产中断；因环境或其他监管要求而受到的运营限制；社会、政治及劳工动乱、环境或工业事故，以及火灾、地震、爆炸、洪水或其他自然灾害等灾难性事件。此外，随着我们开始在海外市场开展业务，我们可能面临地缘政治紧张局势、政策变化以及知识产权和技术保护等相关风险。上述风险可能导致包括但不限于生产设施损毁或损坏、人身伤害或伤亡、环境破坏、经济损失及法律责任等后果。上述任何事件的发生均可能导致我们的运营中断，并使我们蒙受重大损失或承担重大责任。于业绩记录期间，我们就业务运营维持产品责任保险、财产保险、员工保险及其他保险。我们无法保证我们的保险足以覆盖上述风险的敞口。若我们遭受重大损失或承担重大责任，而保险不足以弥补该等损失或责任，则我们的业务、财务状况及经营业绩可能受到重大不利影响。

设计、制造及销售优质、安全可靠的产品对我们的业务至关重要。然而，我们可能面临产品责任索赔诉讼、产品召回或重新设计工作，上述情况均耗时费力。我们的产品责任保险可能不足以覆盖潜在的责任索赔。若无法以可接受的成本获得充足的保险保障，或未能以其他方式防范潜在的产品召回及产品责任索赔，可能会阻碍或抑制我们产品的商业化，或导致客户流失、收入减少、意外支出及市场份额下降。若我们的任何产品被发现存在可靠性、质量或兼容性问题，我们将被要求接受退货、提供替换品、退款或支付赔偿金。我们无法向您保证，在持续分销产品的过程中，我们能够以可接受的条款获得或维持充足的保险保障，亦无法保证该等保险能够覆盖所有潜在索赔。一旦我们承担的责任超出保险保障范围，我们可能仍须承担大额费用，这将对我们的业务、财务状况及经营业绩产生重大不利影响。

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本文件为草拟本，内容尚未完整，或会作出修改，阅读本文件所载资料时，必须一并阅读本文件封面所载「警告」一节。

RISK FACTORS

Our strategic acquisitions or investments may not be successful, and we may not realize anticipated strategic benefits and financial returns from such transactions.

We have engaged in strategic acquisitions and other investments, such as joint ventures, in order to expand our production capacity, secure our raw material supplies, diversify our product portfolio, gain access to new markets and acquire new technologies. The success of joint ventures depends on a number of factors, some of which are beyond our control. In accordance with PRC laws and regulations, the investment agreement and the articles of association of the joint ventures, certain matters relating to the joint ventures require the consent of all parties to the joint ventures, while we do not own the entire equity interests in such joint ventures. Therefore, such investment agreements involve a number of risks, including (i) we may not be able to pass certain important board resolutions requiring unanimous consent of all of the directors of our joint ventures if there is a disagreement between us and our partners; (ii) joint ventures may experience a change of control; (iii) our partners may have economic or business interests or goals or philosophies that are inconsistent with ours; (iv) our partners may be unable or unwilling to fulfill their obligations under the investment agreements.

In addition, our investments in joint ventures are subject to liquidity risk, since they are not as liquid as other investment products. Due to the illiquid nature of our investment in joint ventures, we may significantly limit our ability to dispose of our investment in joint ventures in response to adverse changes in economic, financial and investment conditions. We cannot predict whether we will be able to dispose of any of our interests in the joint ventures on favorable terms. Also, we cannot predict the length of time we need to find a purchaser and to complete the relevant transaction. If there are no dividends received from our joint ventures or share of their results, we will also be subjected to liquidity risk and our financial condition or results of operations could be adversely affected.

If any of the above risks materialized in the future, our relationship with those joint venture partners and the related joint venture business may be adversely affected, which in turn would affect our business, financial condition and results of operations.

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 and level of indebtedness 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, 2024 and September 30, 2025, the balances of our investments in associates and joint ventures were RMB11,504.5 million, RMB14,410.7 million, RMB14,866.7 million and RMB14,149.5 million, 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)

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RISK FACTORS

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.

Our facilities or operations could be damaged or adversely affected as a result of natural disasters, other catastrophic events or risks related to health epidemics and pandemics.

Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters, wars, health epidemics and pandemics, and other calamities. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to produce our products and provide services. We also face various risks related to public health issues, including epidemics, pandemics, and other outbreaks. The impact of such public health issues, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, may create significant volatility in the global economy and led to reduced economic activity.

RISKS RELATING TO OUR FINANCIAL PERFORMANCE

Our profit margins and results of operations may be materially and adversely affected by increases in the costs of raw materials used in our production.

Cost of direct materials, comprising the raw materials and components we procure for the manufacturing of our battery products, comprise the largest portion of our cost of sales. The raw materials we procure mainly include cathode, anode, electrolyte and separator. Prices of raw materials have a significant impact on our cost of sales. The current or expected supply of our key raw materials may fluctuate depending on a number of factors beyond our control, including but not limited to the availability of resources, market demand, potential speculation, market disruptions, natural disasters and other factors. In addition, technological evolutions may also lead to changing demands for different types of raw materials, which may significantly affect their prices. We may not be able to obtain stable, high-quality raw materials at reasonable prices and satisfactory quality at all times.

The cost of our raw materials is significantly affected by the prices of metals or commodities such as lithium, nickel and cobalt. During the Track Record Period, we experienced a surge in the prices of certain key raw materials in 2022, which then decreased in 2023. We cannot assure you that we will not experience significant fluctuations in the prices of raw materials in the future. We may need to adjust the prices of our products accordingly to pass down increased costs onto our customers or lower our pricing to maintain competitiveness, or secure alternative sources of supply, or maintain. However, we cannot

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RISK FACTORS

assure you that we will be able to pass all or a portion of the increased costs to our customers due to factors such as competition, or we will be able to find alternative sources in a timely and cost-effective manner, or at all. Additionally, we may not be able to effectively mitigate the impact of raw material price fluctuations despite the measures put in place. If we fail to respond appropriately to the increases in the prices of raw materials needed for our products, we may again incur significant impairment losses on inventories in the future, and our business, financial condition and results of operations may be materially and adversely affected.

**We are subject to risks associated with our trade receivables.**

Our trade receivables are primarily amounts due for our products sold to customers on credit. As of December 31, 2022, 2023, 2024 and September 30, 2025, we recorded trade receivables of RMB10,090.0 million, RMB13,176.5 million, RMB14,061.5 million and RMB16,431.8 million, respectively. We may fail to recover our trade receivables in a timely manner, which may affect our financial condition and results of operations. Our trade receivables turnover days amounted to 78.3 days, 87.1 days, 102.2 days and 92.6 days in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively. There can be no assurance that we will be able to maintain our trade and bills receivables turnover days at a reasonable level. Should the credit worthiness of our customers deteriorate or should a significant number of our customers fail to settle their trade receivables in full for any reason. Our impairment losses on financial assets and contract assets increased by 49.7% from RMB180.4 million in 2023 to RMB270.1 million in 2024, and we incurred impairment losses on financial assets and contract assets of RMB301.5 million in the nine months ended September 30, 2025, as certain of our customers faced operational challenges and was deemed unlikely to meet their payment obligations. We may continue to incur impairment losses in the future and our results of operations and financial position could be materially and adversely affected.

**We recorded net current liabilities during the Track Record Period and may record net current liabilities in the future, which may expose us to liquidity risks and constrain our operational flexibility.**

Although we recorded net current assets of RMB4,685.8 million as of December 31, 2022, we recorded net current liabilities of RMB1,048.3 million and RMB1,809.6 million as of December 31, 2023 and 2024, respectively. See "Financial Information — Discussion of Certain Key Items from Our Consolidated Statements of Financial Position — Current Assets and Liabilities." A net current liabilities position may expose us to liquidity risks. Our future liquidity, capital expenditures, the payment of trade and bills payables and the repayment of borrowings will primarily depend on our ability to generate an adequate cash flow from our operating activities. If we experience a shortfall in cash flow from operations, our liquidity may be materially and adversely affected, which may in turn negatively impact our ability to execute our business strategies and constrain our business operation.

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RISK FACTORS

If we determine our intangible assets and/or goodwill to be impaired, it would adversely affect our financial condition.

Our intangible assets amounted to RMB291.9 million, RMB403.8 million, RMB484.7 million and RMB664.3 million as of December 31, 2022, 2023, 2024 and September 30, 2025, respectively, which primarily comprised our software, patent rights and non-patented technologies, as well as capitalized deferred development costs in relation to our development of power batteries and ESS batteries. Our goodwill remained stable at RMB65.8 million as of December 31, 2022, 2023, 2024 and September 30, 2025, respectively, which was in relation to our acquisition of Wuhan Fanso Technology Co., Ltd. We did not recognize impairment losses in respect of goodwill or intangible assets during the Track Record Period. For details of the impairment assessment methods for our intangible assets and goodwill, see Note 17 and 18 to the Accountants' Report in Appendix I to this Document.

In evaluating the potential for impairment of goodwill, our management makes a number of assumptions, such as the continuity of the acquired business, its future operating performance, business trends, and market and economic conditions. This requires us to make subjective assumptions, and there are inherent uncertainties relating to this analysis and our management's judgment in assessing the recoverability of the goodwill. If any of our assumptions do not materialize, or if the performance of the acquired business is not consistent with such assumptions, we may be required to write-off part or all of our goodwill and record an impairment loss. On the other hand, adverse changes in the future may result in decreases in the value of our intangible assets, which in turn would result in an impairment loss. We also make certain assumptions when assessing the value of our intangible assets, including assumptions on their useful life. There are inherent uncertainties relating to these assumptions. We cannot assure you that our assumptions will prove to be correct. Any such change in our assumptions may require us to re-value our intangible assets, which may in turn result in impairment losses and negatively affect our results of operations and financial condition.

We may recognize impairment loss on our prepayments, other receivables and other assets.

We recorded current prepayments, other receivables and other assets of approximately RMB3,780.8 million, RMB1,425.5 million, RMB1,752.5 million and RMB2,152.1 million as of December 31, 2022, 2023, 2024 and September 30, 2025, respectively. We also recorded non-current prepayments, other receivables and other assets of approximately RMB8,279.0 million, RMB3,689.1 million, RMB4,347.8 million and RMB6,166.6 million as of December 31, 2022, 2023, 2024 and September 30, 2025, respectively. During the Track Record Period, our prepayments, other receivables and other assets primarily include prepayments for property, plant and equipment, loans to an associate and other tax receivables. We recorded impairment allowance for our current prepayments, other receivables and other assets of RMB3.4 million, RMB5.0 million, RMB4.6 million and RMB7.3 million as of December 31,

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RISK FACTORS

2022, 2023, 2024 and September 30, 2025, respectively. If we record more impairment losses on our current and non-current prepayments, other receivables and other assets in the future, our business, financial condition and results of operations may be materially and adversely affected.

Failure to maintain optimal inventory levels could increase our inventory holding costs and cause us to lose sales.

In order to operate our business effectively and meet our customers' demands and expectations, we must maintain a certain level of inventory to meet the needs of production and ensure timely delivery of our products. As of December 31, 2022, 2023 and 2024 and September 30, 2025, we had inventories of RMB8,588.0 million, RMB6,316.0 million, RMB5,251.4 million and RMB6,006.1 million, respectively. We determine our level of inventory based on our experience, number of orders from customers, assessment of customer demand and fluctuation in prices of raw materials. However, such assessment is inherently uncertain, and we cannot assure you that we are able to always maintain optimal inventory levels in the future. If we fail to accurately assess the demand, we may experience inventory obsolescence and inventory shortage risk. Inventory levels in excess of demand, or substantial decrease in the expected market price of our products, may result in inventory write-downs or write-offs, which may have an adverse effect on our profitability. Our inventory turnover days was 75.8 days, 70.4 days, 56.8 days and 43.0 days in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively. Furthermore, if we underestimate the demand for our products, we may not be able to produce a sufficient number of products to meet such unanticipated demand, which could result in delays in the delivery of our products and negatively affect our reputation.

Any of the above may materially and adversely affect our business, results of operations and financial condition. As we plan to continue to expand our production capacities, we may continue to face challenges in effectively managing our inventory.

Global inflationary pressures could adversely affect our profitability and growth.

The global economy has, during certain periods, been accompanied by periods of high inflation, and we face possible inflationary pressures, such as a general pressure from a global inflation-related economic slowdown and the effect on the price of raw materials due to inflation. For example, we have experienced inflationary pressure triggered by the slowdown in production and disruption to supply chains, which was exacerbated by the regional conflicts, which led to worsening economic conditions stemming from a decrease in worldwide productivity. If such or other inflationary pressures continue and are not mitigated by government measures, our cost of sales will likely increase and our profitability could be materially reduced, as there is no assurance that we would be able to pass any cost increases onto our customers.

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RISK FACTORS RISKS RELATING TO OUR LEGAL AND REGULATORY REQUIREMENTS We are exposed to risks of changing battery industry policies and new legislations or changes in the regulatory requirements may affect our business operations and prospects. New legislations or changes in the global regulatory requirements regarding our industry, as well as end markets in which our customers operate may affect our business, financial condition, results of operations and prospects. We may need to change or adapt our business focuses from time to time in response to the new rules and regulations regarding the end markets of our products, but we may also not be able to do so timely and efficiently. As 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. New regulatory requirements regarding the end markets of our products may affect our business operations and prospects. Our products are used in our customer's end products, including consumer batteries, power batteries and ESS batteries. New legislations and new regulatory requirements regarding these end markets may affect our business, financial condition, results of operations and prospects. However, these policies are subject to certain limits, and we cannot assure you that any new legislations or regulatory requirements, if any, would be favorable to our business or financial condition. We may need to change or adapt our business focuses from time to time in response to the new rules and regulations regarding the end markets of our products, but we may also not be able to do so timely and efficiently. We and our employees may be exposed to intellectual property infringement and other claims by third parties, which, if successful, could cause us to pay significant damages and incur other costs. Our success is subject to our ability to use, develop and protect our technology and trade secrets without infringing the intellectual property rights of third parties. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights. In addition, if we or our employees are found to have infringed upon a third party's intellectual property rights, we may be required to do one or more of the following: •

cease to sell products that are involved in the challenged intellectual property rights owned by others;

•

pay damages;

•

redesign our products; or

•

establish and maintain alternative branding for our products.

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RISK FACTORS

The validity and scope of any potential claims or requests can be complicated and involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings or requests can be both costly and time consuming and may significantly divert the efforts and resources of our management. A determination in any such litigation or proceedings or requests to which we or our employees are a party may invalidate our patents, subject us to pay damages to third parties, require us to seek licenses from third parties, pay ongoing royalties, redesign our products, subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Any of the aforementioned will materially and adversely affect our business, financial condition and results of operations.

We may not be able to adequately protect our intellectual property rights, and our ability to compete could be harmed if our intellectual property rights are infringed by third parties.

We have in place a suite of measures to protect our intellectual property rights. However, we cannot guarantee that we can prevent third parties from infringing upon our intellectual property rights. Unauthorized use of our intellectual property, unfair competition, defamation or other violations of our rights by our users, employees and/or third parties may harm our brand and reputation, and the expenses incurred in protecting our intellectual property rights may materially and adversely affect our business. We may, from time to time, be required to institute litigation, arbitration or other proceedings to enforce our intellectual property rights, which would likely be time-consuming and expensive to resolve and would divert our management's time and attention regardless of its outcome, materially and adversely affecting our business, financial condition and results of operations. Our measures to enforce or defend our intellectual property rights may not always be successful. Preventing any unauthorized use of our intellectual properties is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual properties. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights may have a material and adverse effect on our business, financial condition and results of operations.

Some of our Shareholders, including our Controlling Shareholder have pledged their shares, which may give rise to potential ownership disputes.

As of the Latest Practicable Date, our Controlling Shareholder, EVE Holdings, together with shareholders Dr. Liu and Ms. Luo, have pledged approximately 13.04%, 0.88% and nil of the equity interest in our Company, respectively. For details, please refer to "Substantial Shareholders – Share Pledges by our Controlling Shareholders" in this Document. Under applicable PRC regulations, including the Overseas Listing Trial Measures issued by the CSRC, an issuer may be restricted from conducting overseas offering if its controlling shareholder or shareholders under its control hold shares of the issuer that are subject to – 69 –

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RISK FACTORS

significant ownership disputes as a result of being pledged, frozen or involved in litigation or arbitration. If an event of default occurs, include, among others, non-repayment, misrepresentation and breach of certain covenants under the relevant financing arrangements, the lenders may be able to enforce their rights against EVE Holdings, Dr. Liu and Ms. Luo, including enforcing their rights against all of the pledged shares in our Company. In such event, EVE Holdings, Dr. Liu and Ms. Luo may no longer be able to maintain the current level of interest in our Company.

We may be involved in legal or other proceedings arising out of our business operations from time to time and may face reputational risks and significant liabilities as a result.

We may be involved from time to time in disputes with various parties involved in our business operations, including but not limited to our customers, suppliers, employees, logistics service providers, factoring companies and banks. These disputes may lead to legal or other proceedings, including threatened proceedings, which may result in damages to our reputation, substantial costs and diversion of our resources and management's attention. In addition, we may encounter additional compliance issues in the course of our operations, which may subject us to administrative proceedings and unfavorable results, and result in delays relating to our production or product launch schedules. We cannot assure you as to the outcome of such legal proceedings, and any negative outcome may materially and adversely affect our business, financial condition and results of operations.

Regulatory requirements regarding data protection and information security are constantly evolving, the changes of which or any data protection and information security incidents may have a material and adverse effect on our business and results of operations.

We are subject to laws and regulations relating to the collection, storage, use, processing, transmission, retention, security and transfer of personal information and other data. Any improper handling of personal information or any other information security incidents, such as unauthorized access to our database by hackers, could result in reputation damage and/or civil or regulatory liabilities that may have significant legal, financial and operational consequences.

During the Track Record Period and as of the Latest Practicable Date, we had complied with applicable laws and regulations in the PRC relating to data security and privacy protection in material aspects. Regulatory requirements regarding the data security and data protection are constantly evolving, of which the interpretation and application are also evolving and subject to change that may affect us. If we are unable to comply with the then applicable laws and regulations, or to address any data privacy and protection concerns, such actual or alleged failures could damage our reputation, results of operations and business prospects and/or could lead to civil or regulatory liabilities. For details of cybersecurity-related regulations, see "Regulatory Overview — Regulations Relating to Information Security and Data Privacy."

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RISK FACTORS

Our business may be adversely affected if we fail to obtain government approvals or licenses for carrying out our operations and construction.

We are required to obtain certain licenses, permits (such as investment permits), registrations, certificates, approvals and filings for our global business operations as well as for new projects and project expansion. In addition, various completion inspections and acceptances may be required before we commence production at new manufacturing bases. We must meet various specific conditions in order for the government authorities to issue or renew any such license, permit, registration, certificate, approval and filing, or complete necessary inspection and acceptance. We cannot guarantee that we will be able to timely adapt to new rules and regulations that may come into effect from time to time, which may affect our business operations, or that we will not encounter material delays or difficulties in fulfilling the necessary conditions to obtain and/or renew all necessary licenses, permits, registrations, certificates, approvals and filings for our operations in a timely manner, or at all, in the future. Therefore, in the event that we fail to obtain or renew, or encounter significant delays in obtaining or renewing, the necessary government approvals for any of our operations, we will not be able to continue with our relevant business development plans or production activities, and our business, financial condition and results of operations may be adversely affected.

We may not be able to detect or prevent fraud, bribery, corruption, or other misconduct committed by our employees, customers, suppliers or other third parties, which may subject us to administrative, civil, and criminal penalties, collateral consequences, remedial measures, and legal expenses as a result of non-compliance with anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws, any of which could harm our reputation and business.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws and regulations in various jurisdictions in which we conduct activities. We may be exposed to fraud, bribery, corruption, or other misconduct committed by our employees, customers, suppliers or other third parties. We have adopted policies and procedures designed to ensure compliance with all applicable laws and regulations. We have established relevant mechanisms to ensure the implementation of such policies and procedures, such as periodic review and reporting the issues identified including those related to our employees and other parties, collecting evidence and reporting to relevant authorities if there involves violation of applicable laws and regulations of our employees and other parties. However, our policies and procedures may not be sufficient, and our directors, officers, employees, suppliers, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible. Non-compliance with anti-corruption, anti-bribery, anti-money laundering, or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures, and legal expenses, any of which could materially and adversely affect our business, reputation, financial condition and results of operations.

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RISK FACTORS RISKS RELATING TO DOING BUSINESS IN THE JURISDICTIONS WHERE WE OPERATE

We are subject to the approval, filing or other requirements of the CSRC or other PRC governmental authorities in connection with the [REDACTED] and future capital raising activities.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和 上市管理試行辦法》) (the "Overseas Listing Trial Measures") and five supporting guidelines, which took effect on March 31, 2023. According to the Overseas Listing Trial Measures, we, as a PRC domestic company seeking to [REDACTED] and [REDACTED] securities in overseas markets, are required to file with the CSRC within three working days after submitting the [REDACTED] documents to the overseas supervisory authorities. In addition, the Overseas Listing Trial Measures also requires subsequent reports to be submitted to the CSRC on relevant information or material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.

We cannot assure you that we will be able to complete all filing or report requirements in time or at all. Any failure to complete or delay in completing such filing or report procedures for the [REDACTED] or future financing activities would subject us to sanctions by the CSRC or other PRC regulatory authorities.

Changes in economic, political or social conditions in the jurisdictions where we operate could have a material adverse effect on our business and results of operations.

Most of our operations are located in the PRC. As a result, our results of operations, financial condition and prospects are substantially affected by economic, political, and social conditions in the PRC. In addition, factors such as consumer, corporate and government spending, business investment, volatility of the capital markets and inflation all affect the business and economic environment, the growth of the battery industry and ultimately, the profitability of our business. Our labor and other costs may also increase due to pressure from inflation. Any future calamities, such as natural disasters, outbreak of contagious diseases or social unrest, may cause a decrease in the level of economic activities and adversely affect the economic growth in the world.

Holders of our Shares may not be able to enforce their rights successfully as shareholders in the PRC according to the PRC Company law or Hong Kong regulatory provisions.

As a substantial part of our business is conducted in the PRC, our operations are principally governed by the PRC laws and regulations. Due to the difference in legal systems, certain important aspects of PRC Company Law are different from the corporate laws of common law jurisdictions such as Hong Kong, particularly with respect to [REDACTED] protection, such as shareholder class action suits and measures protecting non-controlling shareholders; restrictions on directors; disclosure requirements; different rights of classes of

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RISK FACTORS

shareholders; general meeting procedures and disbursement of dividends. We cannot assure you that no discrepancy exists between the protections we give to our [REDACTED] in civil law jurisdictions and those given to [REDACTED] in companies formed in common law jurisdictions. In addition, PRC laws and regulations are statute-based and, similar to other civil law jurisdictions, the interpretation and enforcement of statutory laws and regulations may be changed to adapt the rapid development of economic, political, and social conditions, and there can be no assurance that we will be able to fully comply with new rules and regulations that may be relevant to [REDACTED] protection, which may limit the legal protections available to [REDACTED], including you. In addition, litigation in any jurisdiction may be protracted and result in substantial costs and diversion of our resources and management attention.

持有本公司股份的股东在对本公司或本公司董事或高级管理人员送达法律程序文件或执行外国判决时可能遭遇困难。

Holders of our Shares may experience difficulties in effecting service of process upon or enforcing foreign judgments against us or our Directors or senior management.

A substantial part of our assets are situated in the PRC. As cross-border service of process is typically cumbersome and time-consuming, it may be difficult for [REDACTED] outside of Chinese mainland to effect service of process upon us or our management residing in Chinese mainland. As Chinese mainland 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 Chinese mainland 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 Chinese mainland. 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 Chinese mainland 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 Chinese mainland, 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.

我们面临与若干自有及租赁物业相关的特定风险。

We face certain risks relating to certain of our owned and leased properties.

We have certain title defects relating to the properties that we own. As of the Latest Practicable Date, we are still in the process of obtaining relevant property ownership certificate for 16 of our owned properties. Although we do not foresee any material obstacle in obtaining such property ownership certificate, there is no guarantee that we will receive any property title certificate timely that indicates the validity of our title in the future. For four of our main leased properties, we have not been provided by the lessors with valid title certificates or other documents proving ownership rights of the leased properties. Such properties are generally

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本文件为草拟本，尚未完成，可能作出更改，所载信息须与本文件封面"警告"一节合并阅读。

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

used as production facilities, warehouses and offices. In addition, under the applicable PRC laws and regulations, the parties to a lease are required to register and file such lease with the relevant government authorities. As of the Latest Practicable Date, all of our principal leased properties had not been registered or filed. While the lack of registration will not affect the validity of the leases under PRC laws and regulations, we may be ordered by the relevant government authorities to register the relevant leases within a prescribed period, failing which we may be subject to a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease. As advised by our PRC Legal Advisor, the risk of material administrative penalty for such non-compliant incident is remote and does not have a material and adverse effect on our business operation, or materially jeopardize the proposed [REDACTED].

Nevertheless, there can be no assurance that we will not be subject to challenges, lawsuits, fines and penalties imposed by government authorities or other actions taken against us with respect to the properties owned, used or leased by us for which we or the relevant lessors do not hold title certificates or fail to complete relevant registration procedures. For further details, see "Business – Properties."

Holders of our H Shares may be subject to PRC income tax obligations.

Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC resident enterprises are subject to different tax obligations with respect to the dividends paid to them by us and the gains realized upon the sale or other disposition of H Shares.

Non-PRC resident individual holders of H Shares whose names appear on the register of members of H Shares ("Non-PRC Resident Individual Holders") are subject to the PRC individual income tax on dividends received from us. Pursuant to the Circular on Questions Concerning the Collection of Individual Income Tax Following the Repeal of Guo Shui Fa [1993] No. 045 (《關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》) (Guo Shui Han [2011] No. 348) (《關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》) dated June 28, 2011 and issued by the SAT of the PRC, the tax rate applicable to dividends paid to Non-PRC Resident Individual Holders of H Shares varies from 5.0% to 20.0%, 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 the PRC and Hong Kong (China). Non-PRC Resident Individual Holders who reside in jurisdictions that have not entered into tax treaties with the PRC are subject to a 20.0% withholding tax on dividends received from us. In addition, under the Individual Income Tax Law of the PRC (《中華人民共和國個人所得稅法》) and its implementation regulations, Non-PRC Resident Individual Holders of H Shares are subject to individual income tax at a rate of 20.0% on gains realized upon the sale or other disposition of H Shares. However, pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax (《財政部、國家稅務總局關於個人所得稅若干政策問題的通知》) (Cai Shui Zi [1994] No. 020) issued by the MOF and SAT on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of enterprise with foreign investment are exempted from individual income tax for the time being.

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RISK FACTORS

In addition, under the Individual Income Tax Law of the PRC and its implementation regulations, non-PRC resident individual holders are subject to individual income tax at a rate of 20% on gains realized upon the sale or other disposition of H shares. However, pursuant to the Circular Declaring that Individual Income Tax Continues to be Exempted over Income of Individuals from Transfer of Shares (《關於個人轉讓股票所得繼續暫免徵收個人所得稅的通知》) (Cai Shui Zi [1998] No. 61) issued by the MOF of the PRC 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. Based on our knowledge, as of the Latest Practicable Date, no aforesaid provisions have expressly provided that individual income tax shall be levied on non-PRC resident individual holders on the transfer of shares in PRC resident enterprises listed on overseas stock exchanges, and no such individual income tax was levied by PRC tax authorities in practice. If such tax is collected in the future, the value of such individual holders' investments in H Shares may be materially and adversely affected.

Under the Enterprise Income Tax Law of the PRC (《中華人民共和國企業所得稅法》) ("EIT Law") and its implementation regulations, a non-PRC resident enterprise that does not have establishments or premises in China, and those that have establishments or premises in China but whose income is not related to such establishments or premises, is generally subject to enterprise income tax at a rate of 10.0% with respect to its PRC-sourced income, including dividends received from us and gains derived from the disposition of H shares. This rate may be reduced under any special arrangement or applicable treaty between the PRC and the jurisdiction in which the non-PRC resident enterprise resides. Pursuant to the Circular on Questions Concerning Withholding of Enterprise Income Tax for Dividends Distributed by Resident Enterprises in China to Non-resident Enterprises Holding H-shares of the Enterprises (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》) promulgated by the SAT on November 6, 2008, we intend to withhold tax at 10.0% from dividends payable to non-PRC resident enterprise holders of H Shares (including [REDACTED]). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under an applicable income tax treaty or arrangement will be required to apply to the PRC tax authorities for a refund of any amount withheld in excess of the applicable treaty rate, and payment of such refund will be subject to the PRC tax authorities' approval. PRC tax authorities are responsible for interpreting and implementing the EIT Law and its implementation rules, including whether and how enterprise income tax on gains derived upon the sale or other disposition of H Shares will be collected from non-PRC resident enterprise holders of H Shares. If such tax is collected in the future, the value of such non-PRC resident enterprise holders' [REDACTED] in H Shares may be materially and adversely affected.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Laws and regulations over foreign currency conversion and on the remittance of Renminbi into and out of the PRC may affect our utilization of our revenue and our ability to remit dividends.

The PRC government imposes laws and regulations on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of Renminbi into and out of the PRC. Under the existing PRC foreign exchange regulations, foreign exchange transactions under the current account conducted by us, including the payment of dividends, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements and conduct such transactions at designated foreign exchange banks within the PRC that have the licenses to carry out foreign exchange business. Foreign exchange transactions under the capital account, however, normally need to be approved by or registered with the SAFE or its local branch unless otherwise permitted by law. Any insufficiency of foreign exchange may restrict our ability to obtain sufficient foreign exchange for dividend payments to shareholders or satisfy any other foreign exchange obligation. If we do not meet the procedural approvals in respect of the foreign exchange administration, our potential offshore capital expenditure plans and even our business may be materially and adversely affected.

Fluctuations in exchange rates could result in foreign currency exchange losses and could materially and adversely affect our financial performance.

Our revenue and expenses are substantially denominated in Renminbi. We may need to obtain foreign currency to make payments of declared dividends, if any, on our Shares. In addition, our [REDACTED] from the [REDACTED] will be denominated in Hong Kong dollars. The value of currencies against the Hong Kong dollar, the U.S. dollar and other currencies is based on rates set by the People's Bank of China, which is affected by, among other things, changes in global and geographical political and economic conditions, supply and demand in the monetary markets, and economic and political developments domestically and internationally. It is difficult for us to predict how external factors in respect of markets or policies may impact the exchange rate between the Renminbi and the Hong Kong dollar, the U.S. dollar or other currencies in the future. The [REDACTED] from the [REDACTED] will be received in Hong Kong dollars. As a result, any appreciation of the Renminbi against the Hong Kong dollar may result in a decrease in the value of our [REDACTED] from the [REDACTED]. Conversely, any depreciation of the Renminbi may adversely affect the value of, and any dividends payable on, our Shares in a foreign currency. In addition, there are limited instruments available for us to reduce our foreign currency risk exposure at reasonable costs. All of these global and geographical political and economic factors may adversely affect the value of and any dividends payable on, our Shares in Hong Kong dollars.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Failure to comply with labor-related PRC laws and regulations and pay social insurance and housing provident funds in full may adversely affect our business, financial condition and results of operations.

Our success depends on our ability to hire, train, retain and motivate our employees. Any deterioration in labor relations with our employees could lead to labor disputes, which may disrupt our production and operations, adversely affecting our business and financial performance. Despite our efforts to provide a safe working environment to avoid occupational injuries, we may still face liability claims, negative publicity and government investigations related to workplace safety or employee injuries. Such incidents could result in a deterioration of our labor relations with employees and damage our reputation. Additionally, with the growth of the economy, average wages of our employees are expected to increase. Any significant increase in labor costs could adversely affect our profitability, business and financial performance.

Companies operating in the PRC have to participate in various employee benefit plans required by the government, including certain social insurance and housing provident funds. Employers that fail to fully comply with such requirements may be required to pay the outstanding amount, and could be subject to late payment penalties or enforcement application made to the court. The requirement and implementation of employee benefit plans may vary considering the different levels of economic development in different locations in the PRC, employers who fail to make adequate payments as required by the local competent authorities may be subject to late payment fees, fines and/or other penalties. During the Track Record Period and up to the Latest Practicable Date, we had not received any material administrative penalty imposed by the relevant regulatory authorities regarding PRC social insurance and housing provident funds. However, we cannot assure 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 Chinese mainland mainly due to the evolving interpretation and implementation of these laws and regulations. Also, there can be no assurance that any new laws and regulations, or more stringent interpretation and implementation of existing and new laws and regulations will not lead to extra employee benefit plan costs, which may adversely affect our results of operations and financial condition. Given the magnitude, complexity and continuous amendments to these laws and regulations, compliance therewith may be onerous and may involve substantial financial resources as well as other resources to establish efficient compliance and monitoring systems. The liabilities, costs, obligations and requirements associated with these laws and regulations may therefore be substantial.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Failure to comply with environmental, safety and occupational health laws and regulations in the PRC may have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to certain PRC laws and regulations relating to environmental, safety and occupational health matters. Under these laws and regulations, we are required to maintain safe production conditions and protect the occupational health of our employees. We had not been subject to any administrative penalties during the Track Record Period with regards to safety and/or occupational health. While we have conducted periodic inspections of our operating facilities and carry out equipment maintenance on a regular basis to ensure that our operations are in compliance with applicable laws and regulations, we cannot assure you that we will not experience any material accidents or worker injuries in the course of our manufacturing process in the future.

In addition, our manufacturing process produces pollutants such as wastewater, waste gas, noises and solid wastes. The discharge of wastewater and other pollutants from our manufacturing operations into the environment may give rise to liabilities that may require us to incur costs to remedy such discharge. We have obtained the official credit report for our Group or verified through the official government website that we did not receive any material administrative penalties in the environmental sector during the Track Record Period. However, we cannot assure you that all situations that will give rise to material environmental liabilities will be discovered or any environmental laws adopted in the future will not materially increase our operating costs and other expense. Should the PRC impose stricter environmental protection standards and regulations in the future, we cannot assure you that we will be able to comply with such new regulations at reasonable costs, or at all. Any increase in production costs resulting from the implementation of additional environmental protection measures and/or failure to comply with new environmental laws or regulations may have a material adverse effect on our business, financial condition or results of operations.

RISKS RELATING TO THE [REDACTED]

We will be concurrently subject to listing and regulatory requirements of Chinese mainland and Hong Kong.

As our A Shares are listed on the ChiNext Market of the Shenzhen Stock Exchange and our H Shares will be [REDACTED] 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.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

The characteristics of the A share and H share markets may differ.

Our A Shares are listed and traded on the ChiNext Market of the Shenzhen Stock Exchange. Following the [REDACTED], our A Shares will continue to be traded on the ChiNext Market of the Shenzhen Stock Exchange and our H Shares will be [REDACTED] on the Main Board of the Stock Exchange. Under current PRC laws and regulations, without the approval from the relevant regulatory authorities, our H Shares and A Shares are neither interchangeable nor fungible, and there is no direct [REDACTED] or settlement between the H Share and A Share markets. With different [REDACTED] characteristics, the H Share and A Share markets have different [REDACTED], liquidity and [REDACTED] bases, as well as different levels of retail and institutional [REDACTED] participation. As a result, the [REDACTED] 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 [REDACTED] 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 [REDACTED] decision in our H Shares.

You should not place any reliance on any information released by us in connection with the listing of our A Shares on the ChiNext Market of the Shenzhen Stock Exchange.

As our A Shares are listed on the ChiNext Market of the Shenzhen Stock Exchange, we have been subject to periodic reporting and other information disclosure requirements in Chinese mainland. 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 Chinese mainland, which are different from those applicable to the [REDACTED]. 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 Document. As a result, prospective [REDACTED] in our H Shares should be reminded that, in making their [REDACTED] decisions as to whether to purchase our H Shares, they should rely only on the financial, operating and other information included in this Document. By applying to purchase our H Shares in the [REDACTED], you will be deemed to have agreed that you will not rely on any information other than that contained in this Document and any formal announcements made by us in Hong Kong with respect to the [REDACTED]. You should read the entire Document carefully and only rely on the information included in this Document to make your [REDACTED] 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 [REDACTED].

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

There has been no prior [REDACTED] for our H Shares, and their liquidity and [REDACTED] may be volatile.

Prior to the [REDACTED], there has been no [REDACTED] for our H Shares. The initial [REDACTED] for our H Shares to the [REDACTED] will be the result of negotiations between us and the Joint Representatives (for themselves and on behalf of the [REDACTED]), and the [REDACTED] may differ significantly from the [REDACTED] of our H Shares following the [REDACTED]. We have applied to the Stock Exchange for the [REDACTED] of, and permission to [REDACTED], the H Shares. A [REDACTED] on the Stock Exchange, however, does not guarantee that an active and liquid [REDACTED] market for our H Shares will develop, or if it does develop, that it will be sustained following the [REDACTED], or that the [REDACTED] of our H Shares will not decline following the [REDACTED]. Furthermore, the [REDACTED] and [REDACTED] of our H Shares may be volatile.

The following factors, among others, may cause the [REDACTED] of our H Shares after the [REDACTED] to vary significantly from the [REDACTED]:

• variations in our revenue, earnings and cash flow;

• unexpected business interruptions resulting from natural disasters or power shortages;

• major changes in our key personnel or senior management;

• our inability to obtain or maintain regulatory approval for our operations;

• our inability to compete effectively in the market;

• political, economic, financial and social developments;

• fluctuations in stock market prices and volume;

• changes in analysts' estimates of our financial performance; and

• involvement in material litigation.

Moreover, shares of other companies listed on the Stock Exchange with operations and assets in China have experienced significant price volatility in the past. It is possible that our H Shares may be subject to changes in price not directly related to our performance and as a result, [REDACTED] in our H Shares may suffer substantial losses.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Future sales or perceived sales of our H Shares in the [REDACTED] could have a material adverse effect on the [REDACTED] 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 [REDACTED] 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 [REDACTED] subscribing shares in the [REDACTED] 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 [REDACTED] 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 [REDACTED]. Any sale of the H Shares subscribed by such [REDACTED] 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 [REDACTED] of our H Shares.

We may need additional capital, and the sale or issue of additional Shares or other equity securities could result in additional dilution to our Shareholders.

Notwithstanding our current cash and cash equivalents and the net [REDACTED] from the [REDACTED], we may require additional cash resources to finance our continued growth or other future developments, including any investments or acquisitions we may decide to pursue. The amount and timing of such additional financing needs will vary depending on the timing of investments in and/or acquisitions of new businesses from third parties, and the amount of cash flow from our operations. If our resources are insufficient to satisfy our cash requirements, we may seek additional financing through selling additional equity or debt securities or obtaining a credit facility. The sale of additional equity securities could result in additional dilution to our Shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that may, among other things, restrict our operations or our ability to pay dividends. Servicing such debt obligations could also be burdensome to our operations. If we fail to service the debt obligations or are unable to comply with such debt covenants, we could be in default under the relevant debt obligations and our liquidity and financial conditions may be materially and adversely affected.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

• [REDACTED] perception of, and demand for, securities of battery producers;

• conditions in the PRC, Hong Kong and other capital markets in which we may seek to raise funds;

• our future results of operations, financial condition and cash flows;

• the applicable governmental regulation of foreign investment in new energy sectors;

• economic, political and other conditions in China; and

• the applicable governmental policies relating to foreign currency borrowings.

RISK FACTORS

We cannot assure you that financing will be available in the amounts or on terms acceptable to us, if at all. If we fail to raise additional funds, we may need to sell debt or additional equity securities or reduce our growth to a level that can be supported by our cash flow, or defer planned expenditures.

As the [REDACTED] of our H Shares is higher than our consolidated net tangible asset book value per Share, purchasers of our H Shares in the [REDACTED] may experience immediate dilution upon such purchases.

As the [REDACTED] of our H Shares is higher than the consolidated net tangible assets per Share immediately prior to the [REDACTED], purchasers of our H Shares in the [REDACTED] may experience an immediate dilution. Our existing Shareholders will receive an increase in the [REDACTED] adjusted consolidated net tangible asset value per Share of their Shares. In addition, holders of our H Shares may experience further dilution of their interest if any Shares are issued upon exercise of any options granted under the Employee Incentive Plans, or if we issue additional Shares in the future to raise additional capital.

Future sale or major divestment of Shares by our Controlling Shareholders may materially and adversely affect the prevailing [REDACTED] of our H Shares.

Our Shares held by our Controlling Shareholders are subject to certain lock-up periods, the details of which are set out in the section headed "[REDACTED]" in this Document. However, there is no assurance that after the restrictions of the lock-up periods expire, our Controlling Shareholders will not dispose of any Shares. Sale of substantial amounts of our Shares in the [REDACTED], or the perception that these sales may occur, may materially and adversely affect the prevailing [REDACTED] of our H Shares.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS

There can be no assurance whether and when we will pay dividends in the future.

We have declared and paid 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 PRC laws and regulations, 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, 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 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 PRC laws and regulations. For details, see "Financial Information — Dividends and Dividends Policy." 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.

Certain facts, forecast and statistics contained in this Document are derived from publicly available sources from official government publications and they may not be reliable.

Certain facts, forecast and statistics contained in this Document relating to China, the PRC economy and the industry in which we operate have been derived from various official government publications. We have taken reasonable care in the reproduction or extraction of the official government publications for the purpose of disclosure in this Document. However, the information from the official government sources have not been prepared or independently verified by us, the Sole Sponsor, the [REDACTED] or any of their respective affiliates or advisors and, therefore, we make no representation as to the accuracy of such facts, forecast and statistics, which may not be consistent with other information compiled within or outside the PRC. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice, such statistics in this Document may be inaccurate or may not be comparable to statistics produced with respect to other economies. Further, there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy as the case may be in other jurisdictions. In all cases, [REDACTED] should give consideration as to how much weight or importance they should attach to or place on such facts, forecast and statistics.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

RISK FACTORS Forward-looking statements contained in this Document are subject to risks and uncertainties. This Document contains certain statements and information that are forward-looking and uses forward-looking terminology such as "anticipate," "believe," "could," "going forward," "intend," "plan," "project," "seek," "expect," "may," "ought to," "should," "would" or "will" and similar expressions. You are cautioned that reliance on any forward-looking statement involves risks and uncertainties and that any or all of those assumptions could prove to be inaccurate and as a result, the forward-looking statements based on those assumptions could also be incorrect. In light of these and other risks and uncertainties, the inclusion of forward-looking statements in this Document should not be regarded as representations or warranties by us that our plans and objectives will be achieved and these forward-looking statements should be considered in light of various important factors, including those set forth in this section. Subject to the requirements of the Listing Rules, we do not intend publicly to update or otherwise revise the forward-looking statements in this Document, whether as a result of new information, future events or otherwise. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements in this Document are qualified by reference to this cautionary statement. [REDACTED] should read the entire Document carefully and should not consider any particular statements in this Document or in published media reports without carefully considering the risks and other information contained in this Document. Prior to the publication of this Document, there has been coverage in the media regarding us, the [REDACTED] or our Controlling Shareholders, which contained among other things, certain financial information, projections, valuations and other forward-looking information about us and the [REDACTED]. We have not authorized the disclosure of any such information in the press or media and do not accept any responsibility for the accuracy or completeness of such media coverage or forward-looking statements. We make no representation as to the appropriateness, accuracy, completeness or reliability of any information disseminated in the media. We disclaim any information in the media to the extent that such information is inconsistent or conflicts with the information contained in this document. Accordingly, prospective [REDACTED] are cautioned to make their [REDACTED] decisions on the basis of the information contained in this Document only and should not rely on any other information.

– 84 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS In preparation for the [REDACTED], we have sought the following waivers from strict compliance with the relevant provisions of the Listing Rules and exemptions from compliance with the Companies (Winding up and Miscellaneous Provisions) Ordinance. WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG According to Rule 8.12 of the Listing Rules, our Company must have a sufficient management presence in Hong Kong. This normally means that at least two of our executive Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further provides that the requirement in Rule 8.12 of the Listing Rules may be waived by having regard to, among other considerations, our arrangements for maintaining regular communication with the Hong Kong Stock Exchange. Our headquarters is based, and most of the business operations and assets of our Group, are managed and conducted in the PRC. Our executive Directors ordinarily reside in the PRC, and they play very important roles in our Company's business operations. It is in our best interests for them to be based in places where our Group has significant operations. We consider it practically difficult and commercially unreasonable for us to arrange for two executive Directors to ordinarily reside in Hong Kong, either by means of relocation of our existing executive Directors or appointment of additional executive Directors. Therefore, our Company does not have, or does not contemplate in the foreseeable future that we will have sufficient management presence in Hong Kong for the purpose of satisfying the requirements under Rule 8.12 of the Listing Rules. Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange [has granted] us, a waiver from strict compliance with Rules 8.12 and 19A.15 of the Listing Rules subject to the following conditions: (i)

We have appointed Dr. Liu, our chairman of the Board, and Ms. Jiang Min (江敏), our Board secretary, as our authorized representatives (the "Authorized Representatives") pursuant to Rule 3.05 of the Listing Rules. Ms. Fung Wai Sum ("Ms. Fung"), our joint company secretary will also act as our alternate authorized representative. The Authorized Representatives and the alternate authorized representative will act as our Company's principal channel of communication with the Hong Kong Stock Exchange. The Authorized Representatives and the alternate authorized representative will be readily contactable by phone and email to promptly deal with inquiries from the Hong Kong Stock Exchange. Ms. Fung, who resides in Hong Kong, and the Authorized Representatives will also be available to meet with the Hong Kong Stock Exchange to discuss any matter within a reasonable period of time upon request of the Hong Kong Stock Exchange. Our Company has provided contact details of the Authorized Representatives and the alternate authorized representative to the Stock Exchange;

(ii) 当香港联合交易所希望就任何事项联系本公司董事时，各授权代表及备用授权代表将随时具备一切必要手段，以便及时联系本公司所有董事（包括独立非执行董事）及高级管理团队。本公司亦将就授权代表的任何变更及时通知香港联合交易所。本公司已向香港联合交易所提供所有董事的联系方式（即手机号码、办公室电话号码、电子邮件地址及传真号码（如适用）），以便与香港联合交易所进行沟通。如任何董事预期将出行或以其他方式离岗，该董事亦将向授权代表及备用授权代表提供其住宿地点的电话号码；

– 85 –

本文件为草稿形式，尚未完成，可能会有所更改，阅读本文件所载资料时必须一并阅读本文件封面"警告"一节。

豁免及exemptions

(iii) 所有非惯常居住于香港的董事均持有或可申请有效旅行证件前往香港，并可在合理时间内与香港联合交易所会面；

(iv) 本公司已根据《上市规则》第3A.19条，于[已编辑]起委任Rainbow Capital (HK)为本公司的合规顾问，任期自[已编辑]起至本公司遵从《上市规则》第13.46条就[已编辑]后首个完整财政年度的财务业绩作出披露之日止。合规顾问将随时可联系本公司授权代表、董事及高级管理层成员，于授权代表未能联系时，将作为与香港联合交易所沟通的额外渠道。合规顾问的联系方式已提供予香港联合交易所；

(v) 本公司授权代表、董事及其他高级人员将及时提供合规顾问就履行《上市规则》第3A章所载合规顾问职责而合理要求的资料及协助。本公司、授权代表、董事及其他高级人员与合规顾问之间将有充分且高效的沟通渠道，并在合理可行及法律允许的范围内，让合规顾问及时了解香港联合交易所与本公司之间的所有往来及交流；香港联合交易所与本公司董事之间的会议可通过授权代表或合规顾问安排，或在合理时间内直接与董事安排。本公司将尽快就授权代表及/或合规顾问的任何变更通知香港联合交易所；及

(vi) 本公司于[已编辑]后在公司总部指定员工担任联络主任，负责与授权代表及本公司在香港的专业顾问（包括本公司香港法律顾问及合规顾问）保持日常沟通，以掌握香港联合交易所的任何往来函件及/或查询，并向执行董事汇报，以进一步促进香港联合交易所与本公司之间的沟通。

– 86 –

本文件为草稿形式，尚未完成，可能会有所更改，阅读本文件所载资料时必须一并阅读本文件封面"警告"一节。

豁免及exemptions

关于联席公司秘书的豁免

根据《上市规则》第3.28及8.17条，本公司须委任一名公司秘书，该人须凭借其学历或专业资格或相关经验，在香港联合交易所看来，具备履行公司秘书职能的能力。《上市规则》第3.28条附注1规定，香港联合交易所认为下列学历或专业资格属可接受：

(a) 香港特许治理公会会员；

(b) 《法律执业者条例》（香港法例第159章）所界定的律师或大律师；及

(c) 《专业会计师条例》（香港法例第50章）所界定的注册会计师。

《上市规则》第3.28条附注2进一步规定，联交所在评估有关人士的"相关经验"时，会考虑以下因素：

(a) 在发行人及其他发行人任职的年期及其担任的职务；

(b) 对《上市规则》及其他相关法律法规的熟悉程度，包括《证券及期货条例》、《公司条例》、《公司（清盘及杂项条文）条例》及《收购守则》；

(c) 除《上市规则》第3.29条规定的最低要求外，已参加及/或将参加的相关培训；及

(d) 在其他司法管辖区取得的专业资格。

WAIVERS AND EXEMPTIONS

Since Ms. Jiang does not possess the formal qualifications required of a company secretary under Rule 3.28 of the Listing Rules, we have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange [has granted] us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Ms. Jiang may be appointed as a joint company secretary of our Company. Pursuant to paragraph 13 of Chapter 3.10 under the Guide for New Listing Applicants published by the Stock Exchange, the waiver will be for a fixed period of time (the "Waiver Period") and on the following conditions: (i) the proposed company secretary must be assisted by a person who possesses the qualifications or experience as required under Rule 3.28 of the Listing Rules and is appointed as a joint company secretary throughout the Waiver Period; and (ii) the waiver can be revoked if there are material breaches of the Listing Rules by the issuer. The waiver is valid for an initial period of three years from the [REDACTED], and is granted on the condition that Ms. Fung will work closely with Ms. Jiang to jointly discharge the duties and responsibilities as a company secretary and assist Ms. Jiang in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing Rules. Ms. Fung will also assist Ms. Jiang in organizing Board meetings and Shareholders' meetings of our Company as well as other matters of our Company which are incidental to the duties of a company secretary. Ms. Fung is expected to work closely with Ms. Jiang and will maintain regular contact with Ms. Jiang, the Directors and the senior management of our Company. The waiver will be revoked immediately if Ms. Fung ceases to provide assistance to Ms. Jiang as a joint company secretary for the three-year period after the [REDACTED] or where there are material breaches of the Listing Rules by our Company. In addition, Ms. Jiang will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance her knowledge of the Listing Rules during the three-year period from the [REDACTED]. Ms. Jiang will also be assisted by (a) our Compliance Advisor, particularly in relation to compliance with the Listing Rules; and (b) the Hong Kong legal advisers of our Company, on matters concerning our Company's ongoing compliance with the Listing Rules and the applicable laws and regulations.

Before the expiration of the initial three-year period, the qualifications of Ms. Jiang will be re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and 8.17 of the Listing Rules can be satisfied. We will liaise with the Hong Kong Stock Exchange to enable it to assess whether Ms. Jiang, having benefited from the assistance of Ms. Fung for the preceding three years, will have acquired the skills necessary to carry out the duties of company secretary and the relevant experience within the meaning of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.

WAIVER AND EXEMPTION IN RELATION TO THE EMPLOYEE INCENTIVE PLANS

Rule 17.02(1)(b) of the Listing Rules requires a listing applicant to, inter alia, disclose in the prospectus full details of all outstanding options and awards and their potential dilution effect on the shareholdings upon listing as well as the impact on the earnings per share arising from the issue of shares in respect of such outstanding options or awards.

– 88 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

Paragraph 27 of Appendix D1A to the Listing Rules requires a listing applicant to disclose, inter alia, particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement, provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share option scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.

Under section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the prospectus must state the matters specified in Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

Under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the particulars of the option, that is to say, (a) the period during which it is exercisable; (b) the price to be paid for shares or debentures subscribed for under it; (c) the consideration (if any) given or to be given for it or for the right to it; and (d) the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures must be specified in the prospectus.

Pursuant to paragraphs 6 to 7 of Chapter 3.6 of the Guide for New Listing Applicants, the Hong Kong Stock Exchange would normally grant waivers from disclosing the names and addresses of certain grantees if the applicant could demonstrate that such disclosures would be irrelevant or unduly burdensome, subject to certain conditions specified therein (the "Waiver Conditions").

As of the Latest Practicable Date, our Company had granted outstanding Share Incentives under the Employee Incentive Plans to 608 grantees (the "Grantees") for 54,164,875 A Shares, representing approximately [REDACTED]% of the total number of Shares in issue immediately after completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds). Among the outstanding Share Incentives, 3 Directors (Mr. Liu Jianhua (劉建華), Ms. Jiang Min (江敏) and Dr. Ai Xinping (艾新平)), 5 other connected persons of the Company, and 600 Grantees who are employees of our Group and are not Directors, members of senior management, consultants or connected persons of the Company were granted Share Incentives for 1,871,500 A Shares, 1,719,300 A Shares, and 50,574,075 A Shares, respectively. Save for the aforementioned, no Share Incentives were granted to any Director, member of senior management, connected person or consultant of our Company. No Share Incentives under the Employee Incentive Plans will be further granted after [REDACTED] and all Share Incentives have been granted to specific individuals under the Employee Incentive Plans.

– 89 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

We have applied to (i) the Hong Kong Stock Exchange for a waiver from strict compliance with the requirements under Rule 17.02(1)(b) and paragraph 27 of Appendix D1A to the Listing Rules and (ii) the SFC for a certificate of exemption from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance pursuant to section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in connection with the disclosure of certain details relating to the Employee Incentive Plans and the Grantees in this Document on the ground that the waiver will not prejudice the interest of the [REDACTED] and full compliance with such disclosure requirements would be unduly burdensome for our Company for the following reasons:

(a) given that 608 Grantees are involved for the grant of outstanding Share Incentives under the Employee Incentive Plans, our Directors consider that it would be unduly burdensome to disclose in this Document full details of all the Share Incentives granted by us to each of the Grantees, which would significantly increase the cost and time required for information compilation and document preparation for strict compliance with such disclosure requirements as the Company would need to collect and verify the addresses of a large number of the Grantees to meet the disclosure requirement;

(b) the disclosure of the personal details of each Grantee, including their names, addresses for the Grantees and the number of Share Incentives granted, may require obtaining consent from all the Grantees in order to comply with personal data privacy laws and principles and it would be unduly burdensome for our Company to obtain such consents given the number of the Grantees;

(c) the grant and vesting in full of the Share Incentives under the Employee Incentive Plans will not cause any material adverse impact to the financial position of our Group;

(d) there will not be any new H Shares issued under the Employee Incentive Plans as the foregoing plans are A-share incentive schemes;

(e)

the particulars of this exemption and the reasons therefor are set out in this Document;

(b)

on an individual basis, full details of the outstanding Share Incentives granted by the Company under the Employee Incentive Plans to each of the Directors, members of the senior management and other connected persons of our Company, including all the particulars required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, be disclosed in this Document;

(c)

in respect of the Share Incentives granted by our Company under the Employee Incentive Plans to the Other Grantees, the following details will be disclosed in this Document, on an aggregate basis, (i) the number of the Other Grantees and the number of A Shares underlying the Share Incentives, (ii) date of grant, the vesting period and purchase/exercise price of the Share Incentives granted, and (iii) the percentage of our Company's total issued share capital upon completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no further Shares are issued under the Employee Incentive Plans, excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds and no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the [REDACTED]);

(d)

the aggregate number of A Shares underlying the outstanding Share Incentives and the percentage of our Company's total issued share capital represented by such number of A Shares as of the Latest Practicable Date will be disclosed in this Document;

(e)

a summary of the principal terms of the Employee Incentive Plans will be disclosed in the section headed "Appendix IV — Statutory and General Information — Employee Incentive Plans" in this Document;

(f)

a full list of all the Grantees with outstanding Share Incentives for A Shares under the Employee Incentive Plans, containing all details as required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance be made available for public inspection in accordance with "Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display — Document Available for Inspection" in Appendix V to this Document; and

(g)

the Document has disclosed the dilutive effect and impact on earnings per Share upon full exercise of the Share Incentives.

– 92 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

(c)

以下信息将在本文件中披露，以整体形式呈现：(i) 2025年可转换债券的发行日期、存续期间、转换价格及其他条款；(ii) 2025年可转换债券的发行总额；(iii) 倘2025年可转换债券全数转换，将予发行的A股数目；及(iv) 自本文件日期起，于本公司已发行股本中所占的百分比（假设[已删除]未获行使及本公司员工激励计划项下未有进一步发行股份，并不作其他变更）；

WAIVERS AND EXEMPTIONS（豁免与豁免申请）

(a) 由于最终债券持有人的身份实际上无从获取，且鉴于最终债券持有人的身份预计将频繁变动，我们实际上不可能在本文件中披露所有属于独立第三方的最终债券持有人的姓名及地址。即便能够作出此等披露，亦无法向本公司潜在[已删除]提供有实质意义的资料；

(b) 严格遵守《公司（清盘及杂项条文）条例》第三附表第一部第10段中适用的披露规定，就每名最终债券持有人逐一在本文件中作出披露（包括披露所有债券持有人的姓名及地址），将对我们造成不当负担，原因在于识别最终债券持有人实际上不可行，且资料汇编及文件编制的成本与时间可能大幅增加；

(c) 在本文件中，以整体方式披露以下资料：(i) 2025年可转换债券的发行日期、存续期间及转换价格；(ii) 2025年可转换债券的未偿还总额；(iii) 倘2025年可转换债券全数转换，将予发行的A股数目；及(iv) 该等A股于本公司完成[已删除]后已发行股本总额中所占的百分比（假设[已删除]未获行使，本公司员工激励计划项下未有进一步发行股份，亦不作其他变更）；

(d) 豁免的详情将载于本文件；及

(e) 本文件将于[已删除]当日或之前刊发。

– 93 –

本文件为草稿形式，尚未完成且可能作出修订，有关资料必须与本文件封面"警告"一节一并阅读。

豁免及豁除

与2025年可转换债券相关的重要信息已在本文件"历史发展及公司架构——公司发展及主要股权变化——本公司A股上市历史及其后主要资本市场活动"一节中披露，包括但不限于：债券本金总额、到期日、年票面利率、转换机制（包括转换价格及调整）、2025年可转换债券全数转换后可发行的最高A股数量及潜在摊薄影响，以及本公司赎回2025年可转换债券的权利；

(d)

持有2025年可转换债券且同时为本公司核心关联人士的债券持有人的重要信息，已在本文件"历史发展及公司架构——公司发展及主要股权变化——本公司A股上市历史及其后主要资本市场活动"一节中披露，包括但不限于：属于本公司核心关联人士的债券持有人身份、核心关联人士持有的2025年可转换债券未偿还本金金额、转换价格，以及核心关联人士持有的2025年可转换债券转换后可发行的最高A股数量，以及核心关联人士持有的2025年可转换债券全数转换后的潜在摊薄影响。 – 94 –

本文件为草拟本，尚未完整，可予更改，所载信息须与本文件封面"警告"一节一并阅读。

豁免及豁除 相应地，连同上文(c)所作披露，本文件已载入潜在[已删除]就其[已删除]决策过程对本公司作出知情评估所合理必要的信息；及

(e)

不遵守《公司（清盘及杂项条文）条例》附表三第一部第10段所述披露规定，不会妨碍本公司向潜在[已删除]提供对本公司业务活动、资产、负债、财务状况、管理层及业务前景作出知情评估所需的信息，亦不会损害[已删除]的利益。

证监会就上述豁免附加下列条件：

(a)

就本公司发行的2025年可转换债券，下列详情已在本文件中充分披露：

• 2025年可转换债券的本金总额；

• 2025年可转换债券可转换的最高A股数量；

• 2025年可转换债券的转换比率；

• 2025年可转换债券的转换期；及

• 本文件已载明2025年可转换债券全数转换后的潜在摊薄影响；

(b)

就本公司核心关联人士持有的未偿还2025年可转换债券，在本文件中以个别方式充分披露相关详情，包括：

• 属本公司核心关联人士的债券持有人名称；

• 核心关联人士持有的未偿还2025年可转换债券的本金金额；

• 转换价格；

• 核心关联人士持有的未偿还2025年可转换债券转换后可发行的最高A股数量；及 – 95 –

本文件为草拟本，尚未完整，可予更改，所载信息须与本文件封面"警告"一节一并阅读。

豁免及豁除

• 截至最后实际可行日期及[已删除]后，该等A股数目占本公司已发行股本总额的百分比；

(c)

本文件已载明该豁免的详情；及

(d)

本文件将于[已删除]当日或之前刊发。

WAIVERS AND EXEMPTION IN RESPECT OF PARTICULARS OF INFORMATION OF OUR SUBSIDIARIES

Paragraph 26 of Appendix D1A to the Listing Rules requires disclosure of the particulars of any alterations in the capital of any member of the Group within the two years immediately preceding the issue of this Document.

Paragraph 29(1) of Appendix D1A to the Listing Rules and paragraph 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance require this Document to include information in relation to the name, the date and place of incorporation (and if the company has, after its incorporation, changed its place of domicile on one or more occasions, its place of domicile on each occasion and the date on which that place became its place of domicile), the general nature of the business, the issued capital and the proportion of the issued capital held or intended to be held, of every company, whether public or private (if applicable), the whole of the capital of which or a substantial proportion thereof is held or intended to be held, or whose profits or assets make or will make a material contribution to the figures in the auditors' report or to the next financial statements of the company.

As of the Latest Practicable Date, we have 38 subsidiaries globally. It would be unduly burdensome for us to disclose the required information in respect of each of our subsidiaries, as our Company would have to incur additional costs and devote significant resources to compiling and verifying the relevant information for such disclosure, which would not be material nor meaningful to [REDACTED] save for the Major Subsidiaries as referred to below.

We have identified 18 subsidiaries (collectively, the "Major Subsidiaries" and each a "Major Subsidiary") that we consider to be material to our operations and/or to have contributed significantly to our financial performance during the Track Record Period. By way of illustration, the Major Subsidiaries (without intercompany eliminations) have, in aggregate, accounted for (i) 103.43%, 115.46%, 138.84% and 142.27% of our revenue for each of the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively; (ii) 91.66%, 100.05%, 100.57% and 98.94% of our total assets as of December 31, 2022, 2023 and 2024 and September 30, 2025, respectively; and (iii) 81.67%, 108.02%, 102.64% and 138.19% of our profits before tax for the years ended December 31, 2022, 2023 and 2024, and the nine months ended September 30, 2025 respectively (Note). If the intercompany eliminations are taken into account, the Major Subsidiaries have, in aggregate,

Note: In calculating the relevant percentage ratios, the consolidated revenue/assets/profits of the Group (taking into account the intercompany eliminations) is used as the denominator, whereas the sum of the revenue/assets/profits of each Major Subsidiary is used as the numerator.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

We have applied for, and the SFC [has granted us], a certificate of exemption from strict compliance with the requirements under paragraph 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance in respect of disclosing the information of our subsidiaries which are not Major Subsidiaries as required under paragraph 29 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance. The exemption is granted by the SFC on the conditions that: (i) the particulars of the exemption are disclosed in this Document; and (ii) this Document is issued on or before [REDACTED].

WAIVER IN RELATION TO CONNECTED TRANSACTIONS

We have entered into certain transactions which will constitute continuing connected transactions of our Company under the Listing Rules following the [REDACTED]. We have applied to the Stock Exchange for, and the Stock Exchange has [granted], a waiver from strict compliance with the announcement requirements as set out in Chapter 14A of the Listing Rules for such continuing connected transactions. For further details, please refer to the section headed "Connected Transactions" in this Document.

WAIVER IN RELATION TO POST-TRACK RECORD PERIOD ACQUISITIONS

Rules 4.04(2) and 4.04(4) of the Listing Rules require that the new applicant include in its accountants' report the results and balance sheet of any business or subsidiary acquired, agreed or proposed to be acquired, since the date to which its latest audited accounts have been made up, in respect of each of the three financial years immediately preceding the issue of this Document.

Pursuant to note (4) of Rule 4.04(4) of the Listing Rules, the Stock Exchange may consider an application for a waiver of Rules 4.04(2) and 4.04(4) of the Listing Rules taking into account the following factors:

(a) that all the percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) are less than 5% by reference to the most recent audited financial year of the new applicant's trading record period;

(b) if the acquisition will be financed by the [REDACTED] raised from a [REDACTED], the new applicant has obtained a certificate of exemption from the SFC in respect of the relevant requirements under paragraphs 32 and 33 of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance; and

(c)

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

(i) 如新申请人的主要业务涉及收购股权证券（若收购的证券为非上市证券，联交所可要求提供进一步资料），新申请人无法对上市规则第4.04(2)及第4.04(4)条所涉及的相关公司或业务行使任何控制权，亦对其不具有任何重大影响力，且已在其上市文件中披露收购原因，以及确认交易对手方及其各自的最终实益拥有人与新申请人 – 98 –

本文件为草拟本，尚未完成，可能作出更改，文件所载资料须与本文件封面"警告"一节一并阅读。

豁免及豁除 及其关联人士相互独立。就此而言，"控制权"指能够行使或控制行使股东大会上30%（或《香港收购及合并守则》所订明触发强制性全面要约的任何比例）或以上投票权，或处于能够控制相关公司或业务董事会大多数成员组成的位置；或

(ii) 就新申请人收购业务（包括收购联营公司及上述第(a)段所述情况以外的公司股权权益）或附属公司而言，该业务或附属公司的历史财务资料无法取得，且要求新申请人取得或编制该等财务资料将构成不当负担；以及新申请人已在其上市文件中就每项收购披露上市规则第14.58及第14.60条规定的须予披露交易公告所需资料。就此而言，"不当负担"将根据每名新申请人的具体事实及情况予以评估（例如，收购目标的财务资料为何无法取得，以及新申请人或其控股股东是否对卖方具有足够控制权或影响力，以获取收购目标的账册及记录，以符合上市规则第4.04(2)及第4.04(4)条的披露规定）。

背景

2025年10月10日，本公司的全资附属公司EVE Asia Co., Limited（"Eve Asia"）订立股份认购协议（"投资"），据此，Eve Asia及另一名投资者（"共同投资者"）将各自向目标公司唯一股东（"卖方"）购买一家投资控股公司（"目标公司"）15%的股权权益。

据我们所知，经作出一切合理查询后，目标公司及其最终实益拥有人，以及卖方及其各自的最终实益拥有人均为独立第三方，与本公司、其附属公司、股东、董事或高级管理人员或其任何各自的联系人概无任何过去或现在的关系（包括但不限于家庭、商业、财务、雇佣或其他关系）。股份认购协议完成后，目标公司将由卖方、共同投资者及本公司分别持有70%、15%及15%。本公司应付的代价为15,000美元，已于2025年10月21日以现金全额结清，该代价乃经公平磋商厘定。

目标公司为一家于2025年6月在香港注册成立的有限公司，并无实质业务营运。成立目标公司的目的是作为投资平台，因此目标公司自成立以来一直没有运营。

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本文件为草拟本，尚未完成，可能作出更改，文件所载资料须与本文件封面"警告"一节一并阅读。

豁免及豁除

原因及利益

本公司拟透过目标公司与目标公司其他股东共同投资位于印度尼西亚的制造业项目，预期将为本集团确保当地矿产资源，增强本集团的市场竞争力，并扩大本公司的市场份额。本公司董事认为，该收购乃按正常商业条款进行，公平合理，符合本公司及全体股东的利益。

联交所授予豁免的条件

我们已就投资事项向联交所申请豁免严格遵守上市规则第4.04(2)及第4.04(4)条，联交所〔已批准〕基于以下理由给予豁免：

(a) 重要性

根据目标公司的未经审核管理账目，自目标公司成立以来，(i) 由于没有任何业务营运，目标公司并无任何收入或溢利，以及 (ii) 截至2025年9月30日，目标公司的总资产为100,000美元。因此，根据上市规则第14.04(9)条，以本集团最近一个经审核财政年度（即记录期间）的财务数据为基准，与该投资相关的上市规则第14.07条项下所有适用百分比比率均低于5%。我们认为，就本公司整体业务而言，该投资并不重大，因此豁免严格遵守上市规则第4.04(2)及第4.04(4)条不会影响潜在〔已编辑〕人士在考虑〔已编辑〕本公司时对本公司业务及未来前景的评估。

(b) 正常及日常业务过程以及与独立第三方合作

As explained above, we expect to make further investments in manufacturing projects located in Indonesia through investing in the Target Company, which are complementary with and closely related to the existing business of our Group. As a result, we are of the view that entering into the Investment is within the ordinary and usual course of business of our Company. In addition, to the best of our knowledge, the counterparties of the Investment and their ultimate beneficial owners are third parties independent of our Company and its connected persons (as defined in Chapter 14A of the Listing Rules).

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS (c)

Acquisition of minority interests only and absence of control for the Target Company

We will not be able to control a majority of the board of directors nor the daily management of the Target Company and therefore it will not be treated as our subsidiary upon completion of the Investment. As a result, its financial information will not be consolidated into our Group. (d)

Impracticality and undue burden

As we have not controlled the Target Company, we are unable to provide our reporting accountant with full access to their financial record, provide them opportunities to fully familiarize with the Target Company's accounting policies or to gather and compile the necessary financial information and supporting documents to prepare the financial information required under the Listing Rules. As such, it would be impracticable and unduly burdensome for us to disclose the financial information of the Target Company in strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules. (e)

Alternative disclosure in this Document

We have provided alternative information in this Document in connection with the Investment required for the announcement for a discloseable transaction under Chapter 14 of the Listing Rules including, among other things, (i) the reasons for the Investment, (ii) description of the principal business of the Target Company, (iii) descriptions of the counterparty of the acquisition of the Investment, the remaining shareholder of the Target Company, and a confirmation that they are Independent Third Parties, (iv) the considerations for the Investment and how they were or expected to be satisfied, (v) basis on which the consideration for the Investment were determined, and (vi) key financial information of the Target Company.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

[REDACTED]

– 102 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

[REDACTED]

– 103 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

[REDACTED]

– 104 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

[REDACTED]

– 105 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

[REDACTED]

– 106 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

WAIVERS AND EXEMPTIONS

[REDACTED]

– 107 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED]

[REDACTED]

– 108 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED]

[REDACTED]

– 109 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED]

[REDACTED]

– 110 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

INFORMATION ABOUT THIS DOCUMENT AND THE [REDACTED]

[REDACTED]

– 111 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED] DIRECTORS | Name | Address | Nationality | |---|---|---| | Executive Directors | | | | Dr. Liu Jincheng (劉金成) | Room A1201, Jinhe Pavilion, Jindixingyuan, No. 110, Eling South Road, Huicheng District, Huizhou, Guangdong, PRC | Chinese | | Mr. Liu Jianhua (劉建華) | Room 2401, Building T2, Longhu Bay, No. 88 Huisha Di 2nd Road, Henan Bank, Huicheng District, Huizhou, Guangdong, PRC | Chinese | | Ms. Jiang Min (江敏) | Room No. 4, 2nd Floor, Unit 2, Building 6, Yonghe Yuan, No. 1 Fu An Road, Huicheng District, Huizhou, Guangdong, PRC | Chinese | | Ms. Zhu Yuan (祝媛) | 1501, Unit 1, Building 19, Dongjiang Xuefu, No. 2 Xuefu Road, Huizhou, Guangdong, PRC | Chinese | | Non-executive Director | | | | Dr. Ai Xinping (艾新平) | A-2-904, Yinhai Yayuan, Guangba Road, Hongshan District, Wuhan, Hubei, PRC | Chinese |

– 112 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED] Name

Address

Nationality

Independent non-executive Directors Ms. Li Chunge (李春歌)

1004, Block 1, Building 3 Huize Nanyuan No. 5 Yanda 2nd Road Huichen District Huizhou, Guangdong PRC

Chinese

Dr. Xie Shisong (謝石松)

Room 204, No. 3, Building 747 West District Sun Yat-sen University Haizhu District Guangzhou City PRC

Chinese

Mr. Du Xiaopeng, Simon (杜小鵬)

Flat F, 25th Floor, Tower 1 The Coast Line 1, The Coast Line No. 8 Tung Yuen Street Kowloon Hong Kong

Chinese

For further details on our Directors, see the section headed "Directors and Senior Management" in this Document.

– 113 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED] PARTIES INVOLVED IN THE [REDACTED] Sole Sponsor

CITIC Securities (Hong Kong) Limited 18/F, One Pacific Place 88 Queensway Hong Kong

[REDACTED]

Legal Advisers to our Company

As to Hong Kong and U.S. laws Davis Polk & Wardwell 10/F, The Hong Kong Club Building 3A Chater Road Central Hong Kong As to PRC laws DeHeng Law Offices 12/F, Tower B, Focus Place 19 Finance Street Beijing PRC

– 114 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED] Legal Advisers to the Sole Sponsor and the [REDACTED]

As to Hong Kong and U.S. laws Clifford Chance 27/F, Jardine House One Connaught Place Central Hong Kong As to PRC laws JunHe LLP 28/F, GDH BCC No. 21 Zhujiang West Road Zhujiang New Town Tianhe District Guangzhou PRC

Reporting Accountants and Auditor

RSM Hong Kong Certified Public Accountants Registered Public Interest Entity Auditor 29/F, Lee Garden Two 28 Yun Ping Road Causeway Bay Hong Kong

Industry Consultant

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

Compliance Advisor

Rainbow Capital (HK) Limited Office No. 710, 7/F Wing On House 71 Des Voeux Road Central Central Hong Kong [REDACTED]

– 115 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CORPORATE INFORMATION Registered Office, Headquarters and Principal Place of Business in the PRC

No. 38, Huifeng 7th Road Zhongkai Hi-Tech Zone Huizhou, Guangdong PRC

Principal Place of Business in Hong Kong

Room 1910, 19/F Lee Garden One 33 Hysan Avenue, Causeway Bay Hong Kong

Company's Website

www.evebattery.com (information contained on this website does not form part of this Document)

Joint Company Secretaries

Ms. Jiang Min (江敏) Room No. 4, 2nd Floor Unit 2, Building 6 Yonghe Yuan No. 1 Fu An Road Huicheng District Huizhou, Guangdong PRC Ms. Fung Wai Sum (馮慧森) ACG, HKACG

Room 1910, 19/F, Lee Garden One 33 Hysan Avenue, Causeway Bay Hong Kong Authorized Representatives

Dr. Liu Jincheng (劉金成) Room A1201, Jinhe Pavilion Jindixingyuan No. 110, Eling South Road Huicheng District Huizhou, Guangdong PRC Ms. Jiang Min (江敏) Room No. 4, 2nd Floor Unit 2, Building 6 Yonghe Yuan No. 1 Fu An Road Huicheng District Huizhou, Guangdong PRC

– 116 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CORPORATE INFORMATION Audit Committee

Ms. Li Chunge (李春歌) (Chairperson) Dr. Xie Shisong (謝石松) Mr. Du Xiaopeng, Simon (杜小鵬)

Nomination Committee

Ms. Li Chunge (李春歌) (Chairperson) Dr. Liu Jincheng (劉金成) Dr. Xie Shisong (謝石松)

Remuneration and Evaluation Committee

Dr. Xie Shisong (謝石松) (Chairperson) Ms. Li Chunge (李春歌) Mr. Du Xiaopeng, Simon (杜小鵬)

Strategy and Sustainable Development Committee

Dr. Liu Jincheng (劉金成) (Chairperson) Mr. Liu Jianhua (劉建華) Dr. Ai Xinping (艾新平)

[REDACTED]

Principal Banks

China Construction Bank, Huizhou Branch Desay Building No. 12, Yunshan West Road Jiangbei Sub-district Huicheng District, Huizhou Guangdong PRC Bank of China, Huizhou Branch No. 22, Maidi Road Huicheng District, Huizhou Guangdong PRC

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CORPORATE INFORMATION Agricultural Bank of China, Huizhou Branch No. 15, Jiangbei Section Huizhou Avenue Huicheng District, Huizhou Guangdong PRC Bank of Communications, Jingmen Branch No. 35, Baiyun Road Dongbao District, Jingmen Hubei PRC

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

INDUSTRY OVERVIEW

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本文件为草稿，尚未完成，如有更改，恕不另行通知，本文件所载信息须与本文件封面"警告"一节合并阅读。

行业概览

本节及本文件其他章节所呈现的信息和统计数据，除另有说明外，均摘自不同官方政府出版物及其他出版物，以及由弗若斯特沙利文（Frost & Sullivan）编制的行业报告。弗若斯特沙利文为独立市场研究及咨询公司，受我们委托就本次[已编辑]编制上述报告。来自官方政府来源的信息未经我们、保荐人、[已编辑]、其各自董事及顾问或参与本次[已编辑]的任何其他人士或方面独立核实，对其准确性不作任何陈述。

**信息来源**

我们委托独立市场研究顾问弗若斯特沙利文（Frost & Sullivan）就全球及中国消费类电池、动力电池及储能电池行业进行分析并编制报告，以供本文件使用，我们为此支付了人民币45万元的费用。弗若斯特沙利文在编制弗若斯特沙利文报告（以下简称"弗沙报告"）时采用了以下假设：（i）目前所讨论的全球社会、经济及政治环境在预测期内将保持稳定；（ii）全球及中国政府对消费类电池、动力电池及储能电池行业的相关政策在预测期内将保持一致；（iii）全球及中国消费类电池、动力电池及储能电池行业将在预测期内受报告中所述因素驱动。除另有说明外，本节所有数据及预测均来源于弗沙报告。弗沙报告由弗若斯特沙利文独立编制，不受我们或其他利益相关方的影响。

弗若斯特沙利文（Frost & Sullivan）是一家独立的全球咨询公司，于1961年在纽约成立，其服务包括（但不限于）行业咨询、市场战略咨询及企业培训。弗若斯特沙利文开展了：（i）一手研究，包括与若干主要行业参与者就行业现状进行讨论，并尽力对行业专家进行访谈，以收集信息辅助深入分析；以及（ii）二手研究，包括基于其自有研究数据库审阅公司报告、独立研究报告及数据。

**消费类电池市场分析**

**消费类电池的定义与分类**

消费类电池是指为消费电子产品、便携式设备、电动工具、无人机、机器人等提供电力的装置。消费类电池是整个电气设备的电力来源，直接影响产品性能，包括稳定性、安全性、使用寿命及温度适应性。

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本文件为草稿，尚未完成，如有更改，恕不另行通知，本文件所载信息须与本文件封面"警告"一节合并阅读。

行业概览

消费类电池可分为一次锂电池、小型锂离子电池和圆柱形电池。一次锂电池为不可充电电池，能量密度高，通常用于智能电表、医疗设备等低功耗设备。小型锂离子电池为可充电电池，广泛应用于便携式电子设备。圆柱形电池为可充电电池，常用于电动工具及小型家电等设备。

**消费类电池行业价值链**

消费类电池价值链上游主要包括矿产资源的开采与加工及电芯组件的制造。消费类电池价值链中游主要包括电芯、电池模组及电池包的制造。下游为电池的终端应用。

**消费类电池行业价值链**

| 上游 | 中游 | 下游 | |------|------|------| | 原材料 | 制造 | 应用 |

**主要材料 | 设备 | 主要组件 | 制造 |**

| 锂矿石 | 涂布机 | 正极 | 电芯 | 消费电子 | 智能电表 | |--------|--------|------|------|----------|----------| | • 三元材料 | | • 电池模组 | | 汽车电子 | 电子雾化器 | | • 磷酸铁锂（LFP） | | • 电池包 | | 低空经济 | 机器人 | | • 钴酸锂（LCO） | | | | 电动工具 | 医疗设备 | | • …… | | | | 数据中心 | 其他 |

| 镍矿石 | 混料机 | | | | | |--------|--------|--|--|--|--| | 钴矿石 | 注液机 | | | | | | 磷酸矿石 | 叠片机 | 隔膜 | | | | | 电解液 | 其他 | 负极 | | | | | 其他 | | • 一次锂电池 | | | | | | | • 小型锂离子电池 | | | | | | | • 圆柱形电池 | | | |

**主要应用**

来源：弗若斯特沙利文（Frost & Sullivan）

**全球消费类电池市场规模**

全球消费类电池市场受技术驱动，需求多元，政策利好。2020年至2024年，全球消费类电池出货总量从99亿颗增长至177亿颗，复合年增长率（CAGR）为15.9%。这一增长源于消费电子、汽车电子等下游行业的扩张以及电池技术的升级。未来，5G设备的普及及低空经济的发展将持续驱动需求。预计出货量将从2025年的217亿颗增长至2029年的551亿颗，实现26.2%的复合年增长率，市场持续扩张。

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行业概览

**消费类电池市场出货量** **（按下游应用划分），全球，2020–2029年预测**

单位：十亿颗

``` 80 CAGR: 26.2% 60 55.1 42.7 40 33.5 26.7 CAGR: 15.9% 17.7 21.7 20 9.9 11.8 12.7 14.1

0 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E ```

| 类别 | 2020–2024年CAGR | 2025E–2029E年CAGR | |--------|----------------|------------------| | 智能电表 | — | — | | 汽车电子 | — | — | | 医疗设备 | — | — | | 电子雾化器 | — | — | | 手机及电脑 | — | — | | 电动工具 | — | — | | 数据中心 | — | — | | 低空经济 | — | — | | 机器人 | — | — | | 其他 | — | — |

2024年各类别出货量（十亿颗）： - 智能电表：0.1 - 汽车电子：0.2 - 医疗设备：0.06 - 电子雾化器：0.3 - 手机及电脑：6.4 - 电动工具：0.9 - 数据中心：0.4 - 低空经济：0.1 - 机器人：0.3 - 其他：1.1

0.1 0.4 0.07 0.4 7.3 1.2 0.7 0.1 0.4 1.3

0.1 0.6 0.07 0.4 7.2 1.3 0.9 0.2 0.6 1.3

0.2 1.0 0.08 0.6 7.0 1.4 1.4 0.3 0.8 1.3

0.2 1.6 0.09 0.6 8.2 1.6 2.3 0.5 1.1 1.5

0.3 2.4 0.09 0.7 9.3 1.8 3.2 0.8 1.6 1.6

21.4% 63.1% 9.8% 19.4% 6.3% 14.4% 57.7% 77.4% 45.6% 7.3%

0.3 3.4 0.10 0.8 10.4 2.0 4.3 1.5 2.1 1.7

0.4 4.8 0.11 0.9 11.6 2.3 5.8 2.7 3.0 1.9

0.4 6.6 0.12 1.1 12.9 2.5 7.9 4.8 4.1 2.1

0.5 9.0 0.13 1.3 14.5 2.8 10.7 8.0 5.8 2.4

17.0% 39.6% 8.9% 15.5% 11.6% 11.5% 35.7% 75.5% 39.1% 10.7%

Source: Frost & Sullivan

•

Smart Meter: The global market for smart meter in terms of sales value has demonstrated remarkable growth, rising from RMB50.0 billion in 2020 to RMB81.4 billion in 2024, achieving a CAGR of 12.9% during the period. The market is poised for significant expansion, expected to reach RMB170.1 billion by 2029, with a CAGR of 16.1% from 2025 to 2029. The construction of smart cities and the process of industrial modernization will give rise to new driving forces, and the integrated application of 5G and AI edge computing technologies is expected to reshape the industry ecosystem. The global shipment volume of smart meter consumer battery market is showing rapid growth, with the digital transformation of energy and the intelligent upgrade of infrastructure becoming the core driving forces. Its shipment volume expanded from 0.1 billion units in 2020 to 0.2 billion units in 2024 with a CAGR of 21.4%. The sector is projected to reach 0.5 billion units by 2029 with a CAGR of 17.0% from 2025 to 2029.

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INDUSTRY OVERVIEW

•

Automotive Electronics: Driven by the deepening trends of electrification and intelligence in the global automotive industry, as well as worldwide government support for environmental protection and energy conservation policies, the global automotive electronics market has seen significant expansion. From 2020 to 2024, the global market size of automotive electronics in terms of sales value grew from RMB1,314.0 billion to RMB2,999.6 billion, achieving a CAGR of 22.9%. It is expected that from 2025 to 2029, the global automotive electronics market will continue to expand at a CAGR of 14.8%, reaching RMB6,166.0 billion in 2029. The shipment volume of automotive electronics consumer battery grew from 0.2 billion units to 1.6 billion units with a CAGR of 63.1% from 2020 to 2024, driven by the accelerated development of automotive electrification and intelligence. In the future, the popularization of new energy vehicles and the upgrade of intelligent cockpit system are expected to release demand. It is expected that from 2025 to 2029, the shipment volume will increase from 2.4 billion units to 9.0 billion units with a CAGR of 39.6%, showing a strong growth.

•

Medical Devices: The global medical device market is showing a steady growth trend, with technological innovation and the upgrading of medical demands continue driving the expansion of industry boundaries. The shipment volume of medical devices sector saw steady growth, rising from 0.06 billion units to 0.09 billion units with a CAGR of 9.8% from 2020 to 2024. The intensification of population aging and the increasing burden of chronic diseases have driven the continuous rise in the demand for implantable monitors, blood glucose monitors and other devices. With the breakthroughs in AI-assisted diagnosis and the popularization of wearable devices, the medical service model will transform towards precision and intelligence, further activating the demand for device updates. Medical devices that rely on built-in batteries, such as physical examination endoscopes, implantable monitors, blood glucose monitors, and pacemakers, will expand the application scenarios of batteries. The global shipment volume of medical device consumer batteries is expected to increase to 0.13 billion units in 2029, achieving a CAGR of 8.9% from 2025 to 2029.

•

Electronic Atomizer: The global electronic atomizer market has shown significant growth, due to the rising demand of substitutes for traditional tobacco, the accelerated layout of capital and industry giants, as well as technological innovation and product iteration. The global market size of electronic atomizer products in terms of sales value has grown from RMB312.4 billion in 2020 to RMB523.6 billion in 2024 at a CAGR of 13.8%. It is expected that from 2025 to 2029, the global electronic atomizer market will continue to expand at a CAGR of 9.4%, reaching RMB794.6 billion in 2029. The shipment volume of electronic atomizer consumer batteries increased from 0.3 billion units to 0.6 billion units with a CAGR of 19.4%, due to the demand for e-cigarette and breakthrough in atomization. In the forecast period, driven by the increasing penetration of e-cigarette in young consumers and the product iteration, the shipment volume of this sector is expected to reach 1.3 billion units in 2029, achieving a CAGR of 15.5%.

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INDUSTRY OVERVIEW

•

Low-Altitude Economy: The low-altitude economy mainly includes UAVs and eVTOLs. The global UAV sales volume rose from 11.3 million units in 2020 to 33.8 million units in 2024 with a CAGR of 31.4%. In the forecast period, logistics automation, urban air mobility implementation, favorable policies, and infrastructure monitoring demand in emerging markets will drive the global sales of UAV to increase from 43.4 million units to 97.8 million units from 2025 to 2029, maintaining a steady expansion at a CAGR of 22.6%. Meanwhile, the global eVTOL market is transitioning from concept to commercialization, fueled by UAM ecosystem growth and surging low-carbon travel demand. From 2020 to 2024, the global sales volume of eVTOL rapidly grew from 50 units to 1,120 units, with a CAGR of 117.6%. Looking ahead, the market sales volume is expected to increase from 2.2 thousand units in 2025 to 32.6 thousand units in 2029, achieving a CAGR of 96.3%. The global shipment volume of consumer batteries in the low-altitude economy market has shown remarkable growth from 0.1 billion units in 2020 to 0.5 billion units in 2024, reflecting a CAGR of 77.4%. This initial growth phase was driven by the early adoption of electric propulsion systems in small-scale aviation, particularly in applications such as UAVs and eVTOL. Policies and emerging scenarios such as urban air traffic will continue to release demand, and the synergy between AI and battery development will likely accelerate the growth of the low-altitude economy. Forecasts indicate growth to 8.0 billion units by 2029 at a projected CAGR of 75.5% from 2025 to 2029.

INDUSTRY OVERVIEW

Shipment Volume of Consumer Battery Market (by product type), Global, 2020-2029E CAGR: 26.2%

Billion Units 60

55.1

50 42.7 40 33.5 30

26.7

CAGR: 15.9% 21.7

20 10 0 Primary Lithium Battery Small Lithium-ion Battery Cylindrical Battery

| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | CAGR 20-24 | CAGR 25E-29E | |---|---|---|---|---|---|---|---|---|---|---|---|---| | Primary Lithium Battery | 0.7 | 0.9 | 1.1 | 1.4 | 1.9 | 2.5 | 3.3 | 4.3 | 5.7 | 7.4 | 29.3% | 31.0% | | Small Lithium-ion Battery | 7.4 | 8.9 | 9.3 | 10.1 | 12.6 | 15.2 | 18.2 | 22.3 | 27.9 | 35.4 | 14.1% | 23.6% | | Cylindrical Battery | 1.7 | 2.1 | 2.3 | 2.6 | 3.2 | 4.1 | 5.2 | 6.8 | 9.1 | 12.3 | 17.1% | 32.0% |

| | 2020 | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---|---| | Total | 9.8 | 11.8 | 12.7 | 14.1 | 17.7 |

Source: Frost & Sullivan

•

Primary Lithium Battery: Primary lithium battery demonstrated rapid growth, expanding from 0.7 billion units in 2020 to 1.9 billion units in 2024 at a CAGR of 29.3%. This trajectory reflects rising demand for portable energy storage solutions such as smart home systems, healthcare devices, and automotive industries, where the high energy density, long shelf life, and lightweight characteristics of primary lithium batteries are significant. The market is poised for accelerated growth, projected to reach 7.4 billion units by 2029 at a CAGR of 31.0%, driven by the increasing need for longer-lasting, more reliable battery solutions across multiple devices and systems.

•

Small Lithium-ion Battery: Small lithium-ion battery witnessed steady growth, rising from 7.4 billion units in 2020 to 12.6 billion units in 2024 at a CAGR of 14.1%. The adoption of batteries with high energy density, long cycle life and enhanced safety for the upgrading of consumer electronics has been pivotal. Notably, the rapid expansion of consumer-grade devices such as smart wearables and electronic atomizers drives significant market growth for small lithium-ion batteries. Forecasts indicate a climb to 35.4 billion units by 2029 with a CAGR of 23.6% from 2025 to 2029, supported by the emerging applications of consumer batteries.

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INDUSTRY OVERVIEW

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Cylindrical Battery: Cylindrical battery expanded from 1.7 billion units in 2020 to 3.2 billion units in 2024, growing at a CAGR of 17.1%. This reflects the rapid development of UAVs, power tools and robots, with cylindrical batteries providing stable power storage. The market is projected to reach 12.3 billion units by 2029 with a CAGR of 32.0% from 2025 to 2029, driven by breakthroughs in technical bottlenecks such as material systems, manufacturing processes and application scenarios.

Market Size of China's Consumer Battery Market

China's consumer battery market is currently in a technology-driven growth phase, characterized by diversified applications and strong policy support. Moving forward, it will prioritize high-performance, intelligent integration, and sustainable innovation. From 2020 to 2024, China's total shipment volume of consumer batteries increased from 2.9 billion units to 7.1 billion units with a CAGR of 24.8%. This expansion is fuelled by robust demand from domestic downstream industries such as consumer electronics and electric vehicles. Looking ahead, the shipment volume is projected to grow from 9.0 billion units in 2025 to 26.4 billion units in 2029 at a CAGR of 30.9%, sustained by 5G infrastructure integration and emerging sectors such as the low-altitude economy.

Shipment Volume of Consumer Battery Market (by downstream applications), China, 2020-2029E

Billion Units

CAGR: 30.9%

30 26.4

19.7

20 14.8 11.4

CAGR: 24.8% 9.0

10 3.9

4.5

| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | CAGR 20-24 | CAGR 25E-29E | |---|---|---|---|---|---|---|---|---|---|---|---|---| | Smart Meter | 0.06 | 0.07 | 0.09 | 0.10 | 0.12 | 0.14 | 0.16 | 0.19 | 0.22 | 0.26 | 18.2% | 16.3% | | Automotive Electronics | 0.1 | 0.2 | 0.4 | 0.6 | 0.8 | 1.2 | 1.6 | 2.1 | 2.8 | 3.7 | 56.9% | 33.1% | | Medical Devices | 0.04 | 0.04 | 0.05 | 0.05 | 0.06 | 0.07 | 0.08 | 0.09 | 0.10 | 0.11 | 14.1% | 13.2% | | Electronic Atomizer | 0.2 | 0.3 | 0.3 | 0.4 | 0.5 | 0.5 | 0.6 | 0.7 | 0.8 | 1.0 | 19.9% | 16.1% | | Mobile Phones and Computers | 1.3 | 1.8 | 1.7 | 1.7 | 2.0 | 2.3 | 2.6 | 2.9 | 3.3 | 3.7 | 10.3% | 12.9% | | Power Tools | 0.3 | 0.4 | 0.4 | 0.5 | 0.5 | 0.6 | 0.7 | 0.7 | 0.8 | 0.9 | 13.7% | 12.0% | | Data Center | 0.2 | 0.4 | 0.6 | 0.9 | 1.5 | 2.1 | 3.0 | 4.1 | 5.7 | 7.9 | 61.5% | 38.7% | | Low-altitude Economy | 0.02 | 0.03 | 0.06 | 0.11 | 0.17 | 0.33 | 0.63 | 1.20 | 2.26 | 3.90 | 76.2% | 84.8% | | Robots | 0.1 | 0.2 | 0.3 | 0.5 | 0.8 | 1.1 | 1.4 | 1.9 | 2.7 | 4.0 | 59.5% | 38.7% | | Others | 0.4 | 0.5 | 0.5 | 0.5 | 0.6 | 0.7 | 0.7 | 0.8 | 0.9 | 1.0 | 9.0% | 11.0% | | **Total** | **2.9** | | | | **7.1** | **9.0** | | | | **26.4** | **24.8%** | **30.9%** |

Source: Frost & Sullivan

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INDUSTRY OVERVIEW

Shipment Volume of Consumer Battery Market (by product type), China, 2020-2029E Billion Units

CAGR: 30.9%

30 26.4

19.7

20 14.8 11.4

CAGR: 24.8% 9.0

10 2.9 0 Primary Lithium Battery Small Lithium-ion Battery Cylindrical Battery

| Year | Primary Lithium Battery | Small Lithium-ion Battery | Cylindrical Battery | |------|------------------------|--------------------------|---------------------| | 2020 | 0.3 | 2.1 | 0.6 | | 2021 | 0.4 | 2.8 | 0.8 | | 2022 | 0.5 | 3.1 | 0.9 | | 2023 | 0.7 | 3.6 | 1.1 | | 2024 | 0.9 | 4.7 | 1.5 |

| | CAGR 20-24 | CAGR 25E-29E | |------|------------|--------------| | 2025E | 1.2 | 5.9 | 2.0 | | 2026E | 1.5 | 7.3 | 2.6 | | 2027E | 1.9 | 9.4 | 3.5 | | 2028E | 2.4 | 12.3 | 4.9 | | 2029E | 3.0 | 16.3 | 7.0 | | CAGR | Primary Lithium Battery: 32.6% | Small Lithium-ion Battery: 22.9% | Cylindrical Battery: 27.2% | | CAGR 25E-29E | Primary Lithium Battery: 26.8% | Small Lithium-ion Battery: 29.2% | Cylindrical Battery: 37.8% |

Source: Frost & Sullivan

Market Drivers of Consumer Battery Market

• Evolving Electronics and Emerging Applications: Technological innovation and emerging applications in consumer electronics propel consumer battery industry growth. The shift toward AI ecosystems drives demand for high-energy-density, lightweight batteries with fast-charging capabilities to support complex computations and multi-device coordination. Concurrently, new scenarios such as IoT deployment, power tools, and medical devices accelerate development by requiring instantaneous high-power discharge and absolute operational reliability, collectively pushing performance boundaries. These necessities catalyze continuous evolution in cell architecture design and intelligent power management systems.

• Technology Advancement: Technological innovations remain pivotal drivers advancing the consumer battery market. Silicon-anode lithium batteries, leveraging higher energy density, faster charging, and longer lifespan, collectively redefine performance ceilings for portable power devices. These cumulative improvements elevate rapid charging capabilities and safety standards, enabling applications in emerging areas. Ultimately, continuous refinement transforms batteries into strategic enablers for next-generation electronics through material and process optimization.

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INDUSTRY OVERVIEW

• Favorable Government Policies: China's National Lithium Battery Industry Standard System Construction Guidelines (2024) defined standards across the entire industry chain, driving the consumer battery industry toward higher quality. Simultaneously, the Lithium Battery Industry Standard Conditions (2024) sets binding thresholds for enterprise capacity utilization rates and R&D investment ratios, compelling technological innovation and cost optimization through economies of scale. In the U.S., the National Blueprint for Lithium Batteries 2021-2030 proposed five development goals covering raw materials, R&D, manufacturing and recycling to establish U.S. dominance in the global battery market. Based on Regulation (EU) 2023/1542, portable and LMT batteries must be user-replaceable or removable with common tools, which drives modular redesign, pushing manufacturers toward sustainable, repairable designs while expanding compatible battery ecosystems.

Development Trends of Consumer Battery Market

• Battery Technology Breakthroughs: The consumer battery sector is undergoing transformative breakthroughs across materials, manufacturing processes, performance, and safety. In the near future, emerging innovations are expected to boost performance and efficiency of consumer batteries. Pouch-cell batteries are advancing toward structural optimization, offering enhanced safety, repeated disassembly and replacement for next-generation devices. Steel-cased packaging is driving energy density breakthroughs, enabling better performance and enhanced user experience. These unwavering commitments to technological progress not only drive improvements in consumer electronic range and performance, but are also crucial in ensuring wider application of consumer batteries.

• Diversified Product Demand: Consumer battery demand is increasingly diversifying as emerging electronic products continue to multiply, penetrating specialized sectors that require tailored electrochemical solutions. Smart meters and data center backup systems require stable power delivery with long maintenance-free operation. The low-altitude economy necessitates compact cells with high-energy-density architectures and rapid-charge compatibility. Medical devices and power tools place higher demands on the safety and reliability of consumer batteries. For example, medical devices usually require batteries to have stable voltage output and a long service life. This trend is pushing the market to focus more on designing batteries that meet the specific performance needs of different applications.

• Synergy Scaling of Leading Enterprises: The escalating economies of scale among leading battery manufacturers constitute a pivotal market trend. Through sustainable R&D investment, industry leaders persistently enhance the performance of consumer batteries to address market demands for premium-quality products, consolidating their market dominance. Simultaneously, vertically integrated supply chains enable production scaling capacities, raising competitive barriers and accelerating sector consolidation. As demand for high-performance, sustainable batteries grows, industry leaders will continue to harness scale effects to drive down costs, accelerate innovation, and capture emerging markets. This consolidation trend underscores the critical role of scale efficiency in shaping the industry's future.

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INDUSTRY OVERVIEW

ANALYSIS OF POWER BATTERY MARKET

Definition and Classification of Power Battery

Power batteries refer to rechargeable power storage systems used in EVs, construction machinery and other transportation vehicles to provide driving energy. The core function is to achieve efficient conversion of chemical energy and electrical energy through electrochemical reactions, meeting performance requirements such as high energy density, long cycle life, and safety and reliability.

By cathode materials, lithium-ion power batteries primarily include ternary batteries and Lithium Iron Phosphate (LFP) batteries. Some new types of lithium-ion batteries are also under early application stage, such as Lithium Manganese Iron Phosphate (LMFP) battery, which demonstrates excellent performance in terms of safety and low-temperature performance. The primary type of ternary batteries in China, namely Nickel Cobalt Manganese (NCM) batteries, have a high energy density and are widely used in various types of electric vehicles.

Value Chain of Power Battery Industry

The power battery value chain primarily includes (i) mining and processing of minerals; (ii) cell components manufacturing; (iii) battery cell, battery module and battery pack manufacturing; and (iv) battery end-uses.

The upstream sector confronts escalating demand for critical minerals, including lithium, nickel, and cobalt, prompting battery manufacturers to pursue sustainable sourcing and vertical integration for supply security. The midstream encompasses power battery manufacturing through sequential stages from cell production to module assembly and pack integration. Downstream applications include electric vehicles, construction machinery, etc.

Value Chain of Power Battery Industry

| Upstream | | Midstream | | Downstream | |----------|--|-----------|--|------------| | Raw Materials | | Manufacturing | | Application | | Major Materials | | Major Components | Manufacturing | Major Applications | | | | | | | | Minerals | Slitting Machine | Cathode | | CTC | | Nickel Ore | Mixing Machine | • NCM/NCA | Battery Cell | Electric Vehicle | | Phosphate Ore | Infusing Machine | • LFP | | CTM | | Lithium Ore | | • LMFP | Battery Module | | | Cobalt Ore | Assembly Equipment | ... | | CTP | | | | Anode | Battery Pack | Construction Machinery | | Major Chemicals | | Electrolyte | | MTP | | Lithium Carbonate | | Separator | | | | Nickel/cobalt/manganese | | | | Others | | Hydroxide | | | | | | Others | | | | |

Source: Frost & Sullivan

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INDUSTRY OVERVIEW

Sales Volume of Global Electric Vehicles

Global EV sales volume increased from 5,482.9 thousand units in 2020 to 26,510.2 thousand units in 2024, representing a CAGR of 48.3%. In the forecast period, benefiting from the technological progress and innovation of EVs, the improvement of the industrial chain, the promotion and support of policies in many countries, as well as the ongoing transition from fuel energy to renewable energy, the sales volume is expected to further increase to 70,214.2 thousand units by 2029, representing a CAGR of 20.1% from 2025 to 2029. Such growth is primarily driven by technological progress and innovation in the EV industry, further improvement in industry value chain, favourable policies, as well as the ongoing transition from fuel energy to renewable energy.

In terms of power types, PHEV sales grew the fastest from 2020 to 2024. PHEV sales volume increased from 983.3 thousand units to 6,837.5 thousand units with a CAGR of 62.4%. It is expected to further grow to 18,566.6 thousand units in 2029 at a CAGR of 17.1% from 2025 to 2029.

Sales Volume of EVs (by power type), Global, 2020-2029E Thousand Units

CAGR: 20.1%

80,000 — 70,214.2 70,000 60,578.7 60,000 50,917.2 50,000 42,086.2 CAGR: 48.3% 40,000 33,721.2 30,000 — 26,510.2 21,357.5 20,000 16,054.3 11,454.8 10,000 5,482.9 0 — 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E

| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | CAGR (20-24) | CAGR (25E-29E) | |------|------|------|------|------|------|-------|-------|-------|-------|-------|--------------|----------------| | BEV | 2,182.2 | 4,532.8 | 7,506.7 | 9,644.6 | 10,915.2 | 13,331.1 | 17,670.9 | 21,985.8 | 26,610.7 | 30,955.8 | 49.5% | 23.4% | | PHEV | 983.3 | 1,942.5 | 2,927.1 | 4,384.2 | 6,837.5 | 9,861.5 | 11,897.8 | 14,076.5 | 16,381.5 | 18,566.6 | 62.4% | 17.1% | | HEV | 2,317.3 | 4,979.5 | 5,620.5 | 7,328.7 | 8,757.6 | 10,528.7 | 12,517.5 | 14,854.9 | 17,586.6 | 20,691.7 | 39.4% | 18.4% |

Source: Frost & Sullivan

The global sales volume of electric passenger vehicles (PV) increased from 5,240.6 thousand units in 2020 to 25,111.9 thousand units in 2024, reflecting a CAGR of 48.0%. By 2029, it is projected to reach 65,255.9 thousand units with a CAGR of 19.6% from 2025 to 2029. The core driving forces lie in the breakthroughs in electrification and intelligence technologies, the upgrading of environmental protection demands, the release of consumption potential in emerging markets, and the cost optimization driven by global layout.

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INDUSTRY OVERVIEW

The electric commercial vehicle (CV) segment showed faster growth. The sales volume increased from 242.2 thousand units in 2020 to 1,398.4 thousand units in 2024, reflecting a CAGR of 55.0%. By 2029, it is projected to reach 4,958.3 thousand units, growing at a CAGR of 27.7% from 2025 to 2029. The growth is propelled by the expansion of logistics demand and infrastructure investment in emerging markets, which lead to rising adoption of electric trucks, electric logistics vehicles, electric buses and others.

Sales Volume of EVs (by vehicle type), Global, 2020-2029E Thousand Units

CAGR: 20.1% 90,000 70,214.2 60,578.7 60,000 50,917.2 42,086.2 CAGR: 48.3% 33,721.2 26,510.2 30,000 21,357.5 16,054.3 11,454.8 5,482.9 0

| | Electric Passenger Vehicles | Electric Commercial Vehicles | |--|------------------------------|------------------------------|

CAGR CAGR 2025E 2026E 2027E 2028E 2029E (20-24) (25E-29E) 5,240.6 11,119.1 15,490.9 20,562.5 25,111.9 31,859.2 39,600.6 47,793.3 56,676.0 65,255.9 48.0% 19.6% 242.2 335.6 563.4 795.0 1,398.4 1,862.0 2,485.6 3,123.9 3,902.7 4,958.3 55.0% 27.7% 2020

2021

2022

2023

2024

来源：弗若斯特沙利文 (Frost & Sullivan)

**全球电动汽车电池市场规模**

全球电动汽车（EV）电池市场经历了指数级增长，这一趋势由电动汽车的快速普及以及电池技术的持续进步所驱动。此次增长主要得益于各国政府推动去碳化的相关政策、电池生产成本的持续下降，以及消费者对可持续交通解决方案需求的不断提升。全球电动汽车电池总出货量从2020年的187.3 GWh增长至2024年的1,021.8 GWh，复合年均增长率（CAGR）为52.8%，预计到2029年将进一步增长至3,548.3 GWh，2025年至2029年的复合年均增长率为26.7%。

就车型类别而言，纯电动乘用车（PV）细分市场在电动汽车电池市场中占据主导地位。其出货量从2020年的174.0 GWh增长至2024年的948.5 GWh，复合年均增长率为52.8%。预计到2029年，出货量将达到3,284.4 GWh，2025年至2029年的复合年均增长率为26.7%，这一增长受到技术创新、政策激励以及消费者向可持续出行偏好转变的支撑。纯电动商用车（CV）细分市场亦对电动汽车电池市场的增长做出了重要贡献。其出货量从2020年的13.3 GWh增长至2024年的73.3 GWh，复合年均增长率为53.2%。预计到2029年，出货量将达到263.9 GWh，2025年至2029年的复合年均增长率为29.4%。这一增长由纯电动重型卡车及其他电动商用车的不断普及所推动，人工智能电池管理系统（AI-BMS）等技术优化充电策略并降低运营成本。

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**行业概览**

**全球电动汽车电池出货量（按车型划分），全球，2020–2029E**

单位：GWh

CAGR：26.7%

4,000

3,548.3

3,500 2,969.9

3,000 2,408.4

2,500 2,000

1,886.0

CAGR：52.8%

1,500

1,376.4

1,000 654.5

500 0

| 车型 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | CAGR (20-24) | CAGR (25E-29E) | |---|---|---|---|---|---|---|---|---|---|---|---|---| | 纯电动乘用车 (Electric Passenger Vehicles) | 174.0 | 368.6 | 619.6 | 769.0 | 948.5 | 1,282.3 | 1,757.5 | 2,243.3 | 2,762.6 | 3,284.4 | 52.8% | 26.7% | | 纯电动商用车 (Electric Commercial Vehicles) | 13.3 | 18.3 | 34.9 | 43.8 | 73.3 | 94.1 | 128.5 | 165.1 | 207.3 | 263.9 | 53.2% | 29.4% |

812.8

1,021.8

386.9 187.3

2020

2021

2022

2023

2024

来源：弗若斯特沙利文 (Frost & Sullivan)

**中国电动汽车电池市场规模**

中国电动汽车电池市场见证了大幅增长，这一增长由电动汽车的迅速普及以及电池技术的不断进步所推动。此次增长还受到政府积极补贴、充电基础设施大规模部署以及国内强劲电动汽车需求的进一步放大。2020年，电动汽车电池总出货量为87.1 GWh，至2024年猛增至683.6 GWh，复合年均增长率为67.4%。预计到2029年，总出货量将达到2,398.4 GWh，2025年至2029年的复合年均增长率为26.4%。

纯电动乘用车细分市场同样在中国电动汽车电池市场中占据主导地位。其出货量从2020年的77.5 GWh增长至2024年的626.1 GWh，复合年均增长率为68.6%。预计到2029年，出货量将达到2,249.2 GWh，2025年至2029年的复合年均增长率为26.7%。纯电动商用车出货量从2020年的9.7 GWh增长至2024年的57.5 GWh，复合年均增长率为56.2%。未来，技术升级将聚焦于大模组及电芯到整包（cell-to-pack）技术，以提升能量密度和空间利用率。随着商用车电动化渗透率的持续提升以及换电模式的推广，预计到2029年，出货量将达到149.2 GWh，2025年至2029年的复合年均增长率为22.6%。

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**行业概览**

**中国电动汽车电池出货量（按车型划分），中国，2020–2029E**

单位：GWh

3,000

CAGR：26.4% 2,398.4

2,500 1,927.9

2,000 1,534.4

1,500

CAGR：67.4% 1,216.9 938.7

1,000 683.6 404.7

500 87.1

0

| 车型 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | CAGR (20-24) | CAGR (25E-29E) | |---|---|---|---|---|---|---|---|---|---|---|---|---| | 纯电动乘用车 (Electric Passenger Vehicles) | 77.5 | 196.9 | 376.7 | 467.7 | 626.1 | 872.7 | 1,136.2 | 1,433.9 | 1,804.9 | 2,249.2 | 68.6% | 26.7% | | 纯电动商用车 (Electric Commercial Vehicles) | 9.7 | 12.0 | 28.0 | 33.3 | 57.5 | 66.0 | 80.6 | 100.5 | 123.0 | 149.2 | 56.2% | 22.6% |

500.9

208.9

2020

2021

2022

2023

2024

来源：弗若斯特沙利文 (Frost & Sullivan)

Market Size of Global and China's Machinery Construction Power Battery Market The global machinery construction power battery market is undergoing robust expansion, driven by the electrification of heavy-duty construction machinery, mining equipment, and industrial vehicles. From 2020 to 2024, the shipment volume grew from 0.03 GWh to 14.2 GWh, achieving a CAGR of 351.5%, as industries increasingly adopted lithium-ion batteries for their superior energy density and resilience in extreme temperatures. Looking ahead, the market is projected to grow from 24.0 GWh in 2025 to 92.2 GWh in 2029 at a CAGR of 39.9%, supported by innovations in fast-charging infrastructure for off-grid applications and hybrid powertrain integration in excavators, forklifts, and agricultural machinery.

China's construction machinery power battery market is experiencing rapid growth, driven by the electrification of heavy-duty machinery and strict emissions regulations under the "dual-carbon" strategy. From 2020 to 2024, the shipment volume of China's machinery construction power battery market increased from 0.01 GWh to 1.6 GWh at a CAGR of 230.8%, fueled by widespread adoption of cost-efficient LFP batteries. The sector is projected to expand from 3.0 GWh in 2025 to 17.2 GWh in 2029 at a CAGR of 55.3%, supported by smart manufacturing upgrades and hybrid powertrain integration.

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INDUSTRY OVERVIEW

Shipment Volume of Machinery Construction Power Battery, Global and China, 2020-2029E GWh

| | CAGR | | |---|---|---| | | 20-24 | 25-29E | | China | 230.8% | 55.3% | | Global | 351.5% | 39.9% |

``` 100 92.2 80 70.6 60 49.0 40 33.8 24.0 20 17.2 14.2 5.4 0.1 0.3 0.3 1.6 0.6 1.6 3.0 5.1 8.4 12.7 0.0 0.0 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E ```

Source: Frost & Sullivan

Market Size of Global and China's Lightweight Power Battery Market

Driven by the global popularization of electric two-wheelers and green travel policies, the market of lightweight power batteries is experiencing significant expansion. From 2020 to 2024, the shipment volume grew from 11.4 GWh to 60.5 GWh, achieving a CAGR of 51.8%. This growth mainly stems from several contributing factors, including environmental protection policy requirements, the transformation towards short-distance travel of consumer demand, and technological breakthroughs in battery and materials. Looking ahead, the market is projected to grow from 78.3 GWh in 2025 to 175.1 GWh in 2029 at a CAGR of 22.3%.

From 2020 to 2024, the shipment volume of China's lightweight power battery market increased from 10.7 GWh to 55.3 GWh at a CAGR of 50.9%, fueled by the strong guidance of policies such as the new national standards, the explosive growth of consumer demand driven by the expansion of the food delivery and sharing economy, the substitution of lead-acid batteries, as well as breakthroughs in technology. The sector is projected to expand from 73.1 GWh in 2025 to 150.4 GWh in 2029 at a CAGR of 19.8%, supported by technological iteration, cost optimization and innovation in shared battery swapping models.

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INDUSTRY OVERVIEW

Shipment Volume of Lightweight Power Battery, Global and China, 2020-2029E GWh

| | CAGR | | |---|---|---| | | 20-24 | 25-29E | | China | 50.9% | 19.8% | | Global | 51.8% | 22.3% |

``` 200 175.1 150.7 150.4 150 122.6 127.2 99.3 100 106.9 89.0 73.1 55.3 50 10.7 11.4 14.5 16.5 22.6 27.6 32.7 78.3 60.5 39.6 0 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E ```

Source: Frost & Sullivan

Market Size of Global and China's Large Cylindrical Power Battery Market

The future prospects of global large cylindrical power battery market are remarkably robust. Having reached 12.9 GWh in shipment volume in 2024, the market is projected to increase to 370.5 GWh in 2029, achieving a CAGR of 95.7%. This predicted increase can be explained through multiple dimensions. Firstly, the rapid expansion of EV market and automakers' increasingly demanding specifications for battery performance have positioned large cylindrical cells as the preferred solution due to their superior performance, enhanced safety, and cost advantages. Secondly, such batteries are seeing accelerated adoption in applications such as electric passenger vehicles, electric two-wheelers with their mass production capacity projected to intensify growth momentum. Furthermore, technological breakthroughs and strengthening synergies across the value chain will collectively propel the robust expansion of the large cylindrical power battery market in the coming years.

China's large cylindrical power battery market also exhibits strong future growth potential. With shipments already reaching 7.0 GWh in 2024, the sector is expected to undergo a dramatic expansion, increasing to 176.8 GWh by 2029 at a CAGR of 91.0%.

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INDUSTRY OVERVIEW

Shipment Volume of Large Cylindrical Power Battery, Global and China, 2024-2029E GWh

| | CAGR | | |---|---|---| | | 24-29E | | | China | 91.0% | | | Global | 95.7% | |

``` 400 370.5 300

197.9 200 176.8

103.1 100 52.9 7.0 12.9 13.9 26.3 95.8 50.6 26.5 0 2024 2025E 2026E 2027E 2028E 2029E ```

Source: Frost & Sullivan

Market Drivers of Power Battery Market

•

INDUSTRY OVERVIEW

储能系统的定义与结构

电化学储能（ESS）是指各类二次电池储能技术及措施，利用化学电池储存电能并在需要时释放。ESS通常包括锂离子电池、钠硫电池、液流电池和铅蓄电池，其中锂离子电池因其成本效益和最佳物理特性目前占据主导地位。与其他储能技术相比，ESS是应用最广泛的储能形式，因建设周期短、地理位置灵活、成本逐渐降低以及技术日益成熟而具有显著的增长潜力。

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INDUSTRY OVERVIEW

Development Trends of Power Battery Market

• Continuous Technology Innovation and Breakthroughs on Battery Performance: Continuous innovation and technological breakthroughs in battery performance will be the core trend in the future. Enterprises will focus on enhancing energy density, shortening charging time and extending cycle life. Through technological innovations such as adjusting battery structure, improving cathode and anode materials and electrolyte systems and developing solid-state batteries, they will promote a comprehensive upgrade of power batteries in terms of range, safety and efficiency, further expand the boundaries of application scenarios such as construction machinery, and light-duty vehicles, and strengthen the market's demand for high-performance batteries.

• Accelerating Application of Large Cylindrical Cells: Large cylindrical cells are emerging as a key direction in power battery technology evolution. Their high energy density, production efficiency, and structural stability help to enhance both range capabilities and safety while offering superior solutions for large-scale EV adoption. Compared to traditional battery formats, their standardized design significantly improves modular efficiency, simplifying thermal management systems and BMS control while reducing lifecycle costs. With several automakers experimenting with large cylindrical cells and leading battery manufacturers accelerating production line expansion, large cylindrical cells are poised for widespread adoption in premium EVs and energy storage systems as process maturity and industry chain collaboration advance, positioning them as a critical technological pathway for power battery industry advancement.

• Increasing Globalization: China's power battery market holds a dominant position globally by leveraging its full industrial chain advantages. Driven by domestic overcapacity and international demand, China's leading power battery companies are rapidly establishing overseas manufacturing hubs. Their high-quality batteries are widely used in EVs and lightweight vehicles, meeting the growing global demand for sustainable energy solutions. Leading domestic enterprises are consolidating their competitiveness through technological iteration and overseas factory construction to better serve international clients and enhance their market share. The global battery supply system is accelerating its formation.

ANALYSIS OF ESS BATTERY MARKET

Definition and Structure of Energy Storage System

Electrochemical energy storage (ESS) refers to a variety of secondary battery energy storage technologies and measures, which uses chemical batteries to store electrical energy and release it when needed. ESS typically includes lithium-ion batteries, sodium sulphur batteries, flow batteries, and lead batteries, among which lithium-ion batteries currently hold the dominant position due to their cost effectiveness and optimal physical properties. Compared to other energy storage technologies, ESS is the most widely-used form with significant growth potential due to the short construction period, flexibility in geographic locations, gradually reducing costs and increasingly developed technology.

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INDUSTRY OVERVIEW

The electrochemical energy storage system can be categorized as centralized ESS and distributed ESS based on applied scenarios. The centralized ESS is extensively utilized in power generation, which enables peak load levelling, renewable energy grid connection, and reserve electric generating capacity. Moreover, in power transmission and distribution, it supports system frequency modulation, alleviates power grid congestion, and delays extensive transmission and distribution equipment upgrades. Distributed ESS includes commercial and household applications, which facilitates efficient and cost-effective energy use through electricity generation by PV devices and peak-valley spread arbitrage.

Value Chain of ESS Battery Industry

The upstream value chain of ESS battery includes sources and processes of raw materials for battery cells and system equipment. The midstream is battery manufacturing and system integration installation, including the production of batteries and system integration featuring PCS and management systems such as EMS and BMS. The downstream is application scenarios, including power generation, power transmission and distribution, and power consumption.

Value Chain of ESS Battery Industry

| Upstream | Midstream | Downstream | |---|---|---| | Raw Materials & Equipment | Battery Manufacturing and System Integration & Installation | Application Scenarios |

Battery Cell Raw Materials: • Cathode Materials • Anode Materials • Separator • Electrolyte • Others

Power Generation ↕ Controlled Information / Status Information

Power Conversion System (PCS) ↕ Direct-current Charge / Direct-current Discharge

ESS Batteries ↕ Status Information / Controlled Information

Power Transmission & Distribution ↕ Controlled Information / Status Information

Integrated System Equipment

Energy Management System (EMS) ↕ Status Information / Controlled Information

Battery Management System (BMS)

Battery ESS

Power Consumption

Source: Frost & Sullivan

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INDUSTRY OVERVIEW

Market Size of ESS Battery

With the wide application of ESS batteries in power consumption, power generation, and power transmission and distribution, from 2020 to 2024, the global ESS battery annual shipment increased from 23.7 GWh to 292.2 GWh with a CAGR of 87.4%. With the continuous advancement of global large-scale renewable power projects, the shipment volume of global centralized ESS battery increased to 183.4 GWh in 2024 and is expected to climb to 656.6 GWh in 2029, with a CAGR of 23.1% from 2025 to 2029. In addition, in order to improve the efficiency of electricity consumption under commercial and living scenarios as well as improve the stability and sustainability of urban electricity consumption, the shipment volume of distributed ESS battery is expected to reach 444.7 GWh in 2029, with a CAGR of 25.5% from 2025 to 2029.

In the forecast period, as the global demand for renewable energy continues to increase, the shipment volume of solar photovoltaic and wind power is growing rapidly, which promotes ESS batteries to be applied in a wider range of scenarios. It is estimated that in 2029, the global ESS battery annual shipment will be 1,101.3 GWh, representing a CAGR of 23.1% from 2025 to 2029.

Shipment Volume of ESS Battery (by downstream applications), Global, 2020–2029E

| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | CAGR (20–24) | CAGR (25E–29E) | |---|---|---|---|---|---|---|---|---|---|---|---|---| | Centralized ESS (GWh) | 16.5 | 26.5 | 69.8 | 110.8 | 183.4 | 300.1 | 370.2 | 448.1 | 566.9 | 656.6 | 82.6% | 23.1% | | Distributed ESS (GWh) | 7.2 | 13.3 | 40.6 | 64.6 | 108.8 | 179.1 | 233.4 | 285.9 | 373.1 | 444.7 | 97.2% | 25.5% | | Total (GWh) | 23.7 | 39.8 | 110.4 | 175.4 | 292.2 | 479.2 | 603.6 | 734.0 | 940.0 | 1,101.3 | 87.4% | 23.1% |

Source: Frost & Sullivan

China's ESS battery market experienced rapid growth from 2020 to 2024, driven by a combination of factors, including policy support, technological advancements and growing downstream market demand. The shipment volume of ESS battery in China increased from 6.9 GWh in 2020 to 131.2 GWh in 2024, representing a CAGR of 109.1%. In particular, the shipment volume of distributed ESS battery in China grew significantly from 0.4 GWh in 2020 to 24.1 GWh in 2024, with a CAGR of 182.8%.

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INDUSTRY OVERVIEW

It is estimated that China's ESS battery market will continue to expand. The annual shipment of ESS battery in China is expected to increase from 201.3 GWh in 2025 to 459.0 GWh in 2029, representing a CAGR of 22.9% during the period.

Shipment Volume of ESS Battery (by downstream applications), China, 2020–2029E

| | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | CAGR (20–24) | CAGR (25E–29E) | |---|---|---|---|---|---|---|---|---|---|---|---|---| | Centralized ESS (GWh) | 6.5 | 6.7 | 26.4 | 68.3 | 107.1 | 166.6 | 216.2 | 257.4 | 329.3 | 388.2 | 101.6% | 23.6% | | Distributed ESS (GWh) | 0.4 | 0.9 | 5.9 | 16.3 | 24.1 | 34.7 | 42.8 | 49.8 | 62.1 | 70.8 | 182.8% | 19.5% | | Total (GWh) | 6.9 | 7.6 | 32.3 | 84.6 | 131.2 | 201.3 | 259.0 | 307.2 | 391.4 | 459.0 | 109.1% | 22.9% |

Source: Frost & Sullivan

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

INDUSTRY OVERVIEW

新能源船舶电池市场规模 Market Size of New Energy Vessel Battery

全球新能源船舶电池出货量从2020年的0.7 GWh增长至2024年的5.8 GWh，期间复合年增长率为67.1%。新能源船舶电池需求快速增长，主要驱动因素包括：（i）船舶制造及航运行业电气化投资与研发的加速推进；（ii）电池技术的持续演进；（iii）政府对新能源船舶产业链的政策激励；以及（iv）集装箱船等大型船舶对停靠码头储备换电电池的需求。

The shipment volume of global new energy vessel battery increased from 0.7 GWh in 2020 to 5.8 GWh in 2024, with a CAGR of 67.1% during the period. The demand for new energy vessel battery is rapidly growing, primarily driven by (i) the acceleration of investments and R&D in the electrification of shipbuilding and shipping industry; (ii) the continuous evolution of battery technologies; (iii) government policy incentives for new energy vessel industry chain; and (iv) demands from large vessels, such as containerships, to have additional backup batteries to be stored at docks for battery swapping.

预计全球新能源船舶电池出货量将从2025年的10.3 GWh持续增长至2029年的268.5 GWh，期间复合年增长率为125.7%。

It is expected that the global shipment volume of new energy vessel battery will continue to grow from 10.3 GWh in 2025 to 268.5 GWh in 2029, with a CAGR of 125.7% during the period.

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INDUSTRY OVERVIEW

Shipment Volume of New Energy Vessel Battery, Global, 2020-2029E GWh

CAGR: 125.7%

300

268.5 250 200 153.0

150 100

82.7

50

CAGR: 67.1%

0

| Year | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | |------|------|------|------|------|------|-------|-------|-------|-------|-------| | GWh | 0.7 | 0.8 | 1.3 | 3.5 | 5.8 | 10.3 | 32.1 | 82.7 | 153.0 | 268.5 |

Source: Frost & Sullivan

中国新能源船舶电池出货量从2020年至2024年呈现显著增长，从0.2 GWh增至2.0 GWh，期间复合年增长率为72.4%。这一快速扩张由海运行业对环境可持续性日益增强的认识，以及电动船舶在商业和休闲用途中的广泛应用所驱动。此外，电池技术的进步提升了新能源船舶电池的性能和续航里程，使其更适合大规模推广使用。

The shipment volume of new energy vessel battery in China has exhibited significant growth from 2020 to 2024, increasing from 0.2 GWh to 2.0 GWh, representing a CAGR of 72.4% during this period. This rapid expansion is driven by the growing awareness of environmental sustainability in the maritime industry and the increasing adoption of electric vessels for both commercial and recreational purposes. Additionally, advancements in battery technology have enhanced the performance and range of new energy vessel batteries, making them more viable for widespread use.

预计中国新能源船舶电池出货量将于2029年增至104.7 GWh，2025年至2029年间复合年增长率为131.9%。这一持续增长得益于航运业持续推进的脱碳努力。旨在促进绿色航运并激励电动船舶采用的政府政策，也是推动这一增长的关键驱动因素。

It is expected that the shipment volume of new energy vessel battery in China will increase to 104.7 GWh in 2029, representing a CAGR of 131.9% from 2025 to 2029. This sustained increase is supported by the ongoing efforts to decarbonize the shipping industry. Government policies aimed at promoting green shipping and incentivizing the adoption of electric vessels are also key drivers of this growth.

Shipment Volume of New Energy Vessel Battery, China, 2020-2029E GWh

CAGR: 131.9%

120

104.7 100 80 58.1

60 40

30.6 CAGR: 72.4%

20 0

| Year | 2020 | 2021 | 2022 | 2023 | 2024 | 2025E | 2026E | 2027E | 2028E | 2029E | |------|------|------|------|------|------|-------|-------|-------|-------|-------| | GWh | 0.2 | 0.3 | 0.4 | 1.1 | 2.0 | 3.6 | 11.5 | 30.6 | 58.1 | 104.7 |

Source: Frost & Sullivan

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INDUSTRY OVERVIEW

Market Drivers of ESS Battery Market

储能电池市场驱动因素 Market Drivers of ESS Battery Market

• 可再生能源存储需求持续上升：全球能源转型推动可再生能源部署呈指数级增长，太阳能和风能装机容量在各主要市场迅速扩张。然而，其间歇性特征在供应不稳定时产生了对储能的迫切需求。储能电池通过储存多余的清洁能源并按需调配，提供了必要的解决方案。这一功能确保了电网的稳定性和可靠性，直接将可再生能源的扩张转化为储能电池业务平行且必然的增长轨迹。

Rising Demand for Renewable Energy Storage: The global energy transition is driving exponential growth in renewable energy deployment, with solar and wind capacities expanding rapidly across major markets. However, their intermittent nature creates a critical need for energy storage to bridge gaps when the supply is not stable. ESS batteries provide the essential solution by storing surplus clean energy and dispatching it on demand. This function ensures grid stability and reliability, directly translating the expansion of renewable energy into a parallel and mandatory growth trajectory for the ESS battery business.

• 广泛的应用场景：储能电池在整个电力行业发挥着关键作用，涵盖发电、输电、配电及终端用途应用。全球可再生能源基础设施的快速扩张，正为大规模储能部署奠定坚实基础。随着全球能源转型的加速推进，储能系统将释放出日益显著的机遇，以提升电网灵活性和可靠性，同时支持清洁能源的并网整合。

Broad Application Scenarios: The ESS batteries play a crucial role across the entire power sector, including generation, transmission, distribution, and end-use applications. The rapid expansion of renewable energy infrastructure worldwide is creating a robust foundation for large-scale energy storage deployment. As the global energy transition accelerates, ESS will unlock increasingly significantly opportunities to enhance grid flexibility and reliability while supporting the integration of clean energy sources.

• 有利政策环境：全球储能电池市场正受到向低碳经济加速转型的推动。世界各地出台的支持性监管框架和激励措施，例如中国的"双碳"战略以及欧盟优先推动大规模储能整合的"绿色协议"，正在促进储能系统在电力、商业和住宅应用领域的部署。这些政策包括对电池安装的直接补贴、可再生能源项目的税收激励，以及对电网现代化与储能配置的严格规定。因此，预计这些政策将推动全球储能电池市场的发展，使市场参与者从中受益。

Favorable Policies: The global ESS battery market is being propelled by the accelerating transition towards a low-carbon economy. Supportive regulatory frameworks and incentives worldwide, such as China's "Dual Carbon" strategy and the EU's "Green Deal" prioritizing large-scale storage integration, are fostering ESS deployment cross utility-scale, commercial and residential applications. These policies included direct subsidies for battery installations, tax incentives for renewable energy projects, and stringent mandates for grid modernization with storage. Therefore, they are expected to drive the development of the global ESS battery market, benefiting the business of market players.

储能电池市场发展趋势 Development Trends of ESS Battery Market

• 安全标准不断提升：储能电池技术的快速进步使全球各类应用场景对安全性能的关注度大幅提高。随着储能系统应用范围的扩大，国际监管机构和各国政府正加大力度，对锂离子及新兴电池技术实施严格的安全评估规程。由此带来的质量提升预计将重塑市场格局，增强全球电力、商业和住宅领域对储能系统部署的信心，支持市场的可持续增长。安全标准的改善与技术创新的融合，将推动储能电池更安全、更可靠地融入全球能源基础设施。

Elevating Safety Standards: The rapid advancement of ESS battery technology brings heightened focus on safety performance across global applications. As ESS adoption expands, international regulatory bodies and governments are intensifying efforts to implement stringent safety evaluation protocols for lithium-ion and emerging battery technologies. The resulting quality elevation is expected to reshape market dynamics, strengthen ESS deployment confidence across utility, commercial and residential sectors worldwide, supporting sustainable market growth. The convergence of improved safety standards and technological innovation positions ESS batteries for safer, more reliable integration into global energy infrastructure.

• 大容量电芯的未来发展：储能电池行业正在见证全球向高容量、高安全性、长寿命电芯的显著转变。采用高容量电芯的储能解决方案因其卓越的能量密度、更少的电池包组装部件以及更高的集成效率而日益受到重视。这一演进不仅简化了制造和安装流程，还显著降低了大型储能项目的物流和现场施工成本。

Future Development of Large Capacity Cells: The ESS battery industry is witnessing a pronounced global shift towards cells with increased capacities, enhanced safety, and extended longevity. Energy storage solutions featuring high-capacity cells are gaining prominence due to their superior energy density, reduced pack assembly components, and enhanced integration efficiency. This evolution not only streamlines manufacturing and installation processes, but also significantly reduces logistics and on-site construction costs for large-scale energy storage projects.

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行业概览

•

商业模式的拓展：全球储能市场正经历向光储充一体化解决方案的变革性转变，该解决方案优化发电、储能与消费各环节的能量流动。这些系统将光伏阵列与电池储能及电动汽车充电基础设施相结合，通过削峰填谷策略实现动态负荷管理。通过储存多余的太阳能和低谷时段的电网电力，有效支持高需求充电时段，同时缓解电网拥堵。随着全球可再生能源渗透率的不断提升，此类一体化模式正推动储能技术创新并拓展商业应用，从根本上改变能源市场格局。

价格分析

动力电池电芯价格分析

动力电池电芯的定价主要受原材料成本的影响。2020年至2022年，三元和磷酸铁锂电池电芯价格整体呈上升趋势，但随后分别下降至2024年的0.46元/Wh和0.37元/Wh。展望未来，随着相关原材料价格预计持续下降，三元和磷酸铁锂电池电芯价格预计将继续缓步下行，至2029年分别降至0.40元/Wh和0.31元/Wh。

中国三元及磷酸铁锂动力电池电芯平均价格分析，2020-2029年（预测） 元/Wh | 年份 | 三元 | 磷酸铁锂 | |------|------|----------| | 2020 | 0.97 | 0.70 | | 2021 | 0.80 | 0.62 | | 2022 | 0.64 | 0.61 | | 2023 | 0.51 | 0.48 | | 2024 | 0.46 | 0.37 | | 2025E | 0.43 | 0.34 | | 2026E | 0.42 | 0.33 | | 2027E | 0.41 | 0.32 | | 2028E | 0.40 | 0.31 | | 2029E | 0.40 | 0.31 |

资料来源：弗若斯特沙利文

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行业概览

储能电池电芯价格分析

2020年至2022年，受原材料价格上涨及下游应用需求扩张的影响，中国市场储能电池电芯价格大幅上涨。在快速发展之后，由于中国储能电池行业产能过剩及过度竞争，电芯价格于2023年急剧下滑。2020年至2024年间，储能电池电芯整体价格从每Wh 0.60元降至每Wh 0.39元。展望未来，规模经济预计将降低制造成本，储能电池电芯价格有望继续下降。预计至2029年，储能电池电芯价格将降至0.31元/Wh。

中国储能电池电芯平均价格分析，2020-2029年（预测） 元/Wh | 年份 | 价格（元/Wh） | |------|--------------| | 2020 | 0.60 | | 2021 | 0.65 | | 2022 | 0.76 | | 2023 | 0.49 | | 2024 | 0.39 | | 2025E | 0.35 | | 2026E | 0.33 | | 2027E | 0.32 | | 2028E | 0.31 | | 2029E | 0.31 |

资料来源：弗若斯特沙利文

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行业概览

原材料价格分析

原材料价格波动对电池价格产生影响。2020年至2022年，原材料价格整体呈上升趋势，随后于2023年随着供需关系逐步趋稳而大幅下降。具体而言，锂电池所用关键锂源（如碳酸锂（Li₂CO₃）和氢氧化锂（LiOH））、磷酸铁锂电池所用磷源（黄磷（P₄））以及NCM电池所用镍源（硫酸镍（NiSO₄））的价格，均从2022年的各自峰值——分别为每吨49.61万元、46.89万元、3.32万元及4.48万元——降至2024年的每吨9.05万元、8.18万元、2.03万元及3.14万元。预计上述价格将继续下降，至2029年分别降至每吨5.23万元、5.09万元、1.83万元及2.65万元。

原材料价格的急剧攀升于2022年触顶，主要归因于新能源汽车行业需求增加以及国内锂资源供应受限。然而，2022年至2024年间价格大幅下降，主要源于以下几个关键因素：（i）全球关键材料供应大幅增加，2023年锂供应量扩张约30%，硫酸镍供应量增加约20%，从而扩大了市场供给；（ii）供应增加与需求减少导致库存水平上升；（iii）锂提取技术不断进步，包括硫酸焙烧等成熟工艺以及膜分离、吸附和电渗析等新兴创新技术，进一步降低了生产成本。2024年后，原材料价格预计将趋于稳定并持续平稳下降，主要原因是行业产能的出清与整合推动供需关系重新平衡。

中国锂电池主要原材料平均价格，2020-2029年（预测） 千元（人民币）/吨 | 年份 | Li₂CO₃ | LiOH | P₄ | NiSO₄ | |------|--------|------|-----|--------| | 2020 | 55.1 | 47.1 | 15.7 | 28.2 | | 2021 | 131.1 | 116.1 | 26.7 | 44.8 | | 2022 | 496.1 | 468.9 | 33.2 | 36.7 | | 2023 | 258.7 | 263.3 | 25.2 | 33.7 | | 2024 | 90.5 | 81.8 | 20.3 | 31.4 | | 2025E | 70.5 | 61.3 | 19.4 | 29.3 | | 2026E | 61.0 | 55.1 | 18.9 | 28.1 | | 2027E | 58.0 | 53.4 | 18.5 | 27.3 | | 2028E | 55.2 | 52.4 | 18.4 | 26.7 | | 2029E | 52.3 | 50.9 | 18.3 | 26.5 |

资料来源：弗若斯特沙利文

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INDUSTRY OVERVIEW

COMPETITIVE ANALYSIS

Competitive Landscape of Consumer Battery, Power Battery and ESS Battery Markets

Chinese manufacturers have already occupied a major share in the global consumer battery, power battery and ESS battery markets, and have especially dominated mainstream segments such as consumer batteries for smartphones, laptops, and wearables, leveraging cost efficiency and large-scale production capabilities. However, overseas players maintain competitive edges in high-performance or specialized niches, including advanced solid-state batteries and ultra-thin flexible batteries for premium devices.

Ranking of Consumer Battery Manufacturers

In 2024, the total shipment of consumer battery manufacturers were 17.7 billion units, and the top 5 manufacturers in the global consumer battery market accounted for 61.9% of the market in 2024. With a consumer battery shipment volume of around 2.1 billion units in the global market in 2024, the Company ranked the 3rd among manufacturers of consumer battery in the globe, and ranked the 2nd among Chinese manufacturers of consumer battery, with a market share of 11.7%.

The total shipment of primary lithium battery manufacturers in the consumer sector were 1.9 billion units in 2024, accounting for 10.7% of the total global shipment volume of consumer batteries. Based on the shipment volume of primary lithium battery in the consumer sector in 2024, the Company was the largest primary lithium battery manufacturer in the consumer sector globally, with a market share of 31.1%.

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INDUSTRY OVERVIEW

Ranking of Primary Lithium Battery Manufacturers in the Consumer Sector, (by shipment volume), Global, 2024

| Rank | Company Name | Shipment Volume (billion units) | Market Share | |------|-------------|--------------------------------|--------------| | 1 | The Company | 0.6 | 31.1% | | 2 | Company A | 0.4 | 20.3% | | 3 | Company B | 0.3 | 17.8% | | 4 | Company C | 0.2 | 11.9% | | 5 | Company D | 0.1 | 7.8% | | | Others | 0.2 | 11.2% | | | Total | 1.9 | 100.0% |

11.2% 7.8% 31.1% 11.9% 17.8% 20.3%

The Company　　Company C Company A　　　Company D Company B　　　Others

Source: Frost & Sullivan

Notes: Company A is a company headquartered in Japan and listed on the Tokyo Stock Exchange and the U.S. OTC Market, was established in 1918 and primarily offers consumer electronics, rechargeable batteries, automotive and avionics systems, and industrial equipment.

Company B is a company headquartered in Japan and listed on the Tokyo Stock Exchange and the U.S. OTC Market, was established in 1944 and primarily offers electronic components for consumer, automotive, and industrial applications.

Company C is a company headquartered in China and listed on the Shenzhen Stock Exchange, was established in 2001 and primarily offers lithium-ion batteries for energy storage systems.

Company D is a company headquartered in China, was established in 1997 and primarily offers lithium-ion batteries for electric vehicles and energy storage systems.

The total shipment of cylindrical battery manufacturers in the consumer sector were 3.2 billion units in 2024, accounting for 18.1% of the total global shipment volume of consumer batteries. Based on the shipment volume of cylindrical battery in the consumer sector in 2024, the Company ranked the 2nd among global manufacturers of cylindrical battery in the consumer sector, with a market share of 34.3%.

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INDUSTRY OVERVIEW

Ranking of Cylindrical Battery Manufacturers in the Consumer Sector, (by shipment volume), Global, 2024

| Rank | Company Name | Shipment Volume (billion units) | Market Share | |------|-------------|--------------------------------|--------------| | 1 | Company E | 1.2 | 38.5% | | 2 | The Company | 1.1 | 34.3% | | 3 | Company F | 0.2 | 7.2% | | 4 | Company G | 0.2 | 5.0% | | 5 | Company B | 0.1 | 3.2% | | | Others | 0.4 | 11.8% | | | Total | 3.2 | 100.0% |

11.8% 3.2% 5.0% 38.5% 7.2% 34.3%

Company E　　　Company G The Company　　Company B Company F　　　Others

Source: Frost & Sullivan

Notes: Company E is a company headquartered in South Korea and listed on the Korean Stock Exchange, was established in 1970 and primarily offers rechargeable batteries for IT devices, electric vehicles, and energy storage systems, as well as electronic materials for displays and semiconductors.

Company F is a company headquartered in China, was established in 2006 and primarily offers cylindrical lithium-ion batteries for power tools, home appliances, and energy storage systems.

Company G is a company headquartered in South Korea and listed on the Korean Stock Exchange, was established in 2020 and primarily offers power batteries, small-size batteries and energy storage solutions.

Ranking of Power Battery Manufacturers

Power battery market is highly concentrated in the globe, with top 5 manufacturers accounting for more than 70% of total shipment volume in 2024. With the power battery shipment volume of 30.3 GWh in 2024, the Company accounted for a market share of 2.8% in the global market, ranking 5th among Chinese manufacturers of power battery in the global market, and 9th among all manufacturers in the global market. The total global shipment volume of 46-series large cylindrical battery was 2.2 GWh in 2024, accounting for 0.2% of the total global shipment volume of power battery. With shipment volume of 0.4 GWh, the Company ranked the 2nd among global manufacturers of 46-series large cylindrical battery.

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INDUSTRY OVERVIEW Ranking of Chinese Power Battery Manufacturers (by shipment volume), Global, 2024

34.7%

| Rank | Company Name | Shipment Volume (GWh) | Market Share | |------|--------------|----------------------|--------------| | 1 | Company H | 381.0 | 34.7% | | 2 | Company I | 157.4 | 14.4% | | 3 | Company J | 45.0 | 4.1% | | 4 | Company K | 32.8 | 3.0% | | 5 | The Company | 30.3 | 2.8% | | | Others | 449.9 | 41.0% | | | Total | 1,096.4 | 100.0% |

41.0%

2.8% 3.0% 14.4% 4.1%

Company H Company K Company I The Company Company J Others

Source: Frost & Sullivan Notes: Company H is a company headquartered in China and listed on the Shenzhen Stock Exchange and the Hong Kong Stock Exchange, was established in 2011 and primarily offers lithium-ion batteries and battery management systems for electronic vehicles and energy storage solutions. Company I is a company headquartered in China and listed on the Shenzhen Stock Exchange and Hong Kong Stock Exchange, was established in 1995 and primarily offers electric and conventional automobiles, rechargeable batteries, and electronic components. Company J is a company headquartered in China and listed on the Hong Kong Stock Exchange, was established in 2015 and primarily offers lithium-ion batteries and battery management systems for electronic vehicles and energy storage solutions. Company K is a company headquartered in China and listed on the Shenzhen Stock Exchange, was established in 1995 and primarily offers lithium-ion power batteries for new energy vehicles.

Ranking of ESS Battery Manufacturers The ESS battery market is highly concentrated globally, with the top 5 manufacturers accounting for 76.7% of total shipment volume in 2024. With an ESS battery shipment volume of 50.3 GWh in 2024, the Company ranked 2nd in the global market, with a market share of 17.2%. The total shipment of residential ESS batteries globally in 2024 reached 16.9 GWh, accounting for 5.8% of the total global shipment volume of ESS batteries. In terms of residential ESS battery shipment in 2024, the Company ranked 1st among manufacturers globally.

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INDUSTRY OVERVIEW Ranking of ESS Battery Manufacturers (by shipment volume), Global, 2024

23.3%

| Rank | Company Name | Shipment Volume (GWh) | Market Share | |------|--------------|----------------------|--------------| | 1 | Company H | 93.0 | 31.8% | | 2 | The Company | 50.3 | 17.2% | | 3 | Company L | 35.1 | 12.0% | | 4 | Company I | 26.2 | 9.0% | | 5 | Company J | 19.4 | 6.6% | | | Others | 68.2 | 23.3% | | | Total | 292.2 | 100.0% |

31.8% 6.6% 9.0% 17.2% 12.0%

Company H Company I The Company Company J Company L Others

Source: Frost & Sullivan Note: Company L is a company headquartered in China, was established in 2019 and primarily offers advanced lithium-ion battery cells and integrated energy storage systems for utility, commercial, and residential applications.

Entry Barriers

• Customer and Supply Chain Barrier: The battery industry presents formidable customer and supply chain barriers that reinforce market consolidation. Customer lock-in effects create high switching costs, as downstream clients prefer proven suppliers with long-term reliability records. Additionally, established players benefit from mature supply chains ensuring stable raw material access and production efficiency, while new entrants struggle with fragmented procurement and OEM partnerships.

• Technology Barrier: The battery sector presents significant technological barriers, particularly in achieving optimal performance, ensuring safety, and maintaining cost efficiency. To compete effectively, new entrants must demonstrate advanced technical expertise and strong R&D capabilities. It is also challenging to obtain relevant certification and innovate continuously to remain competitive.

• Scale Barrier: Economies of scale are expected to become increasingly apparent in the global battery industry. Established industry leaders leverage their massive production volumes to achieve significant cost reduction and enhanced competitiveness through large-scale production. The widening scale gap makes it increasingly challenging for newcomers to compete effectively in this capital-intensive industry.

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INDUSTRY OVERVIEW

• Brand Barrier: Brand influence and market recognition are crucial for battery companies. Leading manufacturers have developed strong brand equity through proven product performance and long-term reliability, creating a competitive moat. New entrants face the dual challenge of building brand recognition from scratch while competing against incumbents' entrenched market positions.

• Capital Barrier: The battery industry requires massive investments across the entire value chain. Establishing manufacturing facilities demands substantial upfront costs for land, construction, and specialized equipment, while production ramp-up entails significant operational expenses. Moreover, maintaining competitiveness necessitates continuous heavy investment in R&D.

Our Directors confirm that, to the best of their knowledge, after making reasonable inquiries and exercising reasonable care, there is no material adverse change in the market information since the date of the relevant data contained in the F&S Report which may qualify, contradict or have an impact on the information in this section.

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REGULATORY OVERVIEW The principal PRC laws, regulations, normative documents and regulatory policies affecting our business operations are set out below: LAWS AND REGULATIONS ON PRODUCTION SAFETY, ENVIRONMENTAL PROTECTION AND ENERGY CONSERVATION EXAMINATION Production Safety Pursuant to the Work Safety Law of the People's Republic of China (《中华人民共和国 安全生产法》) (the "Work Safety Law"), which was most recently amended by the Standing Committee of the National People's Congress of the People's Republic of China (the "NPC Standing Committee") on June 10, 2021 and became effective on September 1, 2021, all entities engaging in production and business operation activities within the territory of China must comply with the Work Safety Law and other relevant laws and regulations pertaining to work safety. Production and business operation entities shall strengthen their management of work safety, establish and improve the system of responsibility for work safety and the rules and regulations for work safety, improve the conditions for work safety, promote the work safety standardization construction, raise the safe production level, and ensure work safety. The major person-in-charge of the production and business operation entities shall take charge of the overall work of the work safety of the entity concerned. Violations of the Work Safety Law will result in penalties such as fines, suspension of production and business operations, or orders to suspend production or business, depending on the nature and extent of the violation. Criminal liability shall be pursued if a violation constitutes a crime.

Environmental Protection Pursuant to the Environmental Protection Law of the People's Republic of China (《中 华人民共和国环境保护法》) (the "Environmental Protection Law"), which was most recently amended by the NPC Standing Committee on April 24, 2014 and came into effect on January 1, 2015, the environmental protection department of the State Council shall implement unified supervision and administration of the environmental protection work throughout the country. The environmental protection departments of the local people's governments at or above the county level shall implement unified supervision and administration of the environmental protection work within areas under their administrative region. Installations for the prevention and control of pollution at a construction project shall be designed, built and put into use with the principal part of the project at the same time. Installations for the prevention and control of pollution shall comply with the requirements of the approved environmental impact assessment documents and shall not be dismantled or left idle without authorization.

Any entity that discharges or is about to discharge pollutants in business operation or other activities must take effective environmental protection measures to control and properly treat harmful substances such as waste gas, waste water, waste residues, dust, malodorous gases, radioactive substances, noise, vibration and electromagnetic radiation generated in relevant activities. The State implements a pollutant discharge permit administration system in accordance with the law.

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REGULATORY OVERVIEW

根据《中华人民共和国环境影响评价法》（由全国人民代表大会常务委员会于2018年12月29日颁布并于同日生效）、《建设项目环境保护管理条例》（由国务院于2017年7月16日修订，并于2017年10月1日起施行）以及《建设项目竣工环境保护验收暂行办法》（由原环境保护部于2017年11月20日颁布并于同日起施行），国家对建设项目实行环境影响评价制度。建设项目开工建设前，建设单位应当依照环境保护行政主管部门的规定，报批环境影响报告书或者环境影响报告表，或者将环境影响登记表报送备案。此外，对于已编制环境影响报告书或环境影响报告表的建设项目，在竣工后，建设单位应当对配套建设的环境保护设施进行验收，并按照国务院环境保护行政主管部门规定的标准和程序，编制验收报告。对于分期建设、分期投入生产或者使用的建设项目，其相应的环境保护设施应当分期验收。建设项目配套建设的环境保护设施，必须经验收合格后，该建设项目方可投入生产或者使用；未经验收或者验收不合格的，不得投入生产或者使用。

According to the Law of People's Republic of China on Environmental Impact Appraisal (《中华人民共和国环境影响评价法》), which was promulgated by the NPC Standing Committee on December 29, 2018 and became effective on the same day, the Regulations on Environmental Protection Management for Construction Projects (《建设项目环境保护管理条例》) amended by the State Council on July 16, 2017 and effective from October 1, 2017, and the Interim Measures for Environmental Protection Acceptance of Completed Construction Projects (《建设项目竣工环境保护验收暂行办法》) promulgated by the former Ministry of Environmental Protection on 20 November 2017 and effective from the same day, the State applies a system of environmental impact assessment for construction projects. Before the commencement of a construction project, the construction entity shall submit an environmental impact statement or an environmental impact report form for approval, or file an environmental impact registration form for recordation in accordance with the provisions of the environmental protection administrative department of the State Council. In addition, upon completion of a construction project for which an environmental impact statement or environmental impact report form has been prepared, the construction entity shall conduct an acceptance inspection of the environmental protection facilities constructed as supporting components, and prepare an acceptance report in accordance with the standards and procedures prescribed by the environmental protection administrative department of the State Council. For construction projects constructed and put into production or use in phases, the corresponding environmental protection facilities shall be subject to acceptance inspection in phases. Environmental protection facilities constructed as supporting components of a construction project may only be put into production or use after passing acceptance inspection; those that have not undergone acceptance inspection or have failed to pass acceptance inspection shall not be put into production or be used.

Pursuant to the Law of the People's Republic of China on the Prevention and Control of Environmental Pollution by Solid Wastes (《中华人民共和国固体废物污染环境防治法》) (the "Law of Solid Wastes"), most recently amended by the NPC Standing Committee on April 29, 2020 and effective from September 1, 2020, entities and individuals that generate, collect, store, transport, utilize, or treat solid wastes shall take measures to prevent or reduce the environmental pollution by solid wastes, and shall be held accountable in accordance with law for environmental pollution caused thereby. Specifically, solid wastes containing hazardous wastes shall be managed as hazardous wastes. In addition, the Law of Solid Wastes for the first time incorporates into the law the establishment of an extended producer responsibility system for products such as vehicle power batteries. The extended producer responsibility system requires producers of vehicle power battery products to 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 power batteries from the top-level design.

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REGULATORY OVERVIEW

Regarding the "Extended Producer Responsibility" system under the Law of Solid Wastes, the Interim Measures for the Administration of Recovery and Utilization of New Energy Vehicle Power Batteries (《新能源汽車動力蓄電池回收利用管理暫行辦法》), jointly promulgated by several national authorities including the Ministry of Industry and Information Technology, the Ministry of Science and Technology and the Ministry of Transport on January 26, 2018 and effective from the same date, stipulates that automobile manufacturers shall assume the primary responsibility for the recovery of power batteries. Power battery 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 disassemble product structures and use recycled materials as much as possible; in the production stage, they should collaborate with automobile manufacturers to assign codes to the power batteries they produce in accordance with national standards and promptly upload power battery codes and new energy vehicle-related information through the traceability information system.

According to the Water Pollution Prevention and Control Law of the People's Republic of China (《中華人民共和國水污染防治法》), which was last amended on June 27, 2017 by the NPC Standing Committee and came into effect on January 1, 2018, the enterprises, institutions and other production and operation units directly or indirectly discharging industrial waste water and medical sewage to waters, 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, the building, renovation and enlargement of construction projects directly or indirectly discharging pollutants to waters and other water establishments shall be subject to environmental impact assessment according to law. The facilities for the prevention and control of water pollution in a construction project shall be designed, constructed and put into use with the principal part of the project at the same time.

According to the Law of the People's Republic of China 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 NPC Standing Committee on October 26, 2018 and took effect on the same day, the 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 People's Republic of China on the Prevention and Control of Atmospheric Pollution, and keep the original monitoring records. The enterprises and institutions that emit industrial waste gas or toxic and hazardous air pollutants listed in the above-mentioned catalogue, as well as other entities that implement administration of pollutant discharge permits in accordance with the law, shall obtain a pollutant discharging permit. In addition, the enterprises, institutions and other production and operation entities constructing projects that have an impact on the atmospheric environment shall carry out environmental impact assessment and make environmental impact assessment documents publicly in accordance with the law; the entities that emit pollutants into the atmosphere shall comply with the discharging standards for atmospheric pollutants as well as the requirements on control of the total discharging amount of key atmospheric pollutants.

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REGULATORY OVERVIEW

根据国务院于2021年1月24日颁布、2021年3月1日起施行的《排污许可管理条例》，实行排污许可管理的企业事业单位和其他生产经营者，应当依照本条例的规定排放污染物，不得无证排污。环境保护主管部门对违反《环境保护法》的个人或企业予以罚款、责令改正、限制或停产整治、责令停业等各种行政处罚。

消防安全

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施行的《中华人民共和国消防法》，国务院应急管理部门及县级以上地方各级人民政府应急管理部门负责监督管理消防工作。建设工程的消防设计和施工必须符合国家有关建设工程消防技术标准。

根据住房和城乡建设部于2023年8月21日最新修订、2023年10月30日起施行的《建设工程消防设计审查验收管理暂行规定》，特殊建设工程须进行消防设计审查和验收。对于特殊建设工程以外的其他建设工程，其消防验收应向主管部门备案。

节能审查

根据全国人民代表大会常务委员会于2018年10月26日最新修订并于同日起施行的《中华人民共和国节约能源法》，国家对固定资产投资项目实行节能评估和审查制度。不符合强制性节能标准的项目，建设单位不得开工建设；已经建成的，不得投入生产、使用。对于不符合强制性节能标准的政府投资项目，依法负责项目审批的机关不得批准其建设。具体办法由国务院节能主管部门会同国务院有关部门制定。

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监管概览

根据国家发展改革委于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。对于政府投资项目，建设单位须在报送项目可行性研究报告前，取得节能审查机构出具的节能审查意见。对于企业投资项目，建设单位须在开工建设前，取得节能审查机构出具的节能审查意见。未进行节能审查或未通过节能审查的项目，建设单位不得开工建设；项目已建成的，不得投入生产或使用。

产品质量相关法律法规

根据《中华人民共和国民法典》，因产品存在缺陷造成他人损害的，被侵权人可以向产品的生产者请求赔偿，也可以向产品的销售者请求赔偿。因生产者的责任造成损害的，销售者赔偿后，有权向生产者追偿。因销售者的过错造成损害的，生产者赔偿后，有权向销售者追偿。

根据全国人民代表大会常务委员会于2013年10月25日最新修正的《中华人民共和国消费者权益保护法》（"《消费者权益保护法》"），经营者须确保其销售的商品符合人身、财产安全要求，向消费者提供真实的商品信息，并保证商品的质量、功能、用途及有效期限。违反《消费者权益保护法》的经营者须承担退还货款、更换或修理商品、减少损失、赔偿损失及恢复名誉等民事责任。经营者侵害消费者合法权益，构成犯罪的，经营者或责任人员应依法承担刑事责任。

国务院于2024年3月15日颁布的《中华人民共和国消费者权益保护法实施条例》，进一步细化和补充了经营者的义务，完善了网络消费相关规定，强化了经营者在预付款消费中的义务，并规范了消费者维权行为。

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REGULATORY OVERVIEW

Pursuant to the Product Quality Law of the People's Republic of China (《中華人民共和國產品質量法》), which was last amended by the NPC Standing Committee on December 29, 2018 and came into effect on the same day, the market supervision and administration department of the State Council is in charge of the nationwide supervision of product quality, and a manufacturer is prohibited from producing or selling products that do not meet applicable standards and requirements for safeguarding human health and ensuring human and property safety. Products shall not present unreasonable risks threatening human and property safety. Where a defective product causes physical injury to a person or property damage, the infringed party may make a claim for compensation from the producer or the seller of the product. Producers and sellers of non-compliant products may be ordered to cease production or sale of the products and could be subject to confiscation of the products and/or fines; earnings from sales in contravention of such standards or requirements, if any, may also be confiscated, and in severe cases, the offender's business license may be revoked.

Laws and Regulations on Import and Export of Goods

According to the Customs Law of the People's Republic of China (《中華人民共和國海關法》), which was last amended by the NPC Standing Committee on April 29, 2021 and came into effect on the same day, the Customs shall be the state organ responsible for supervision and control over everything entering into and exiting from the customs territory. The Customs shall, in accordance with relevant laws and administrative regulations, exercise supervision and control over the means of transport, goods, travellers' luggage, postal items and other articles entering or leaving the territory, collect customs duties and other taxes and fees, uncover and suppress smuggling, work out customs statistics and handle other customs operations. Customs declaration entities refer to the consignees and consignors of imported or exported goods and customs declaration enterprises as recorded with the Customs. The consignees or consignors of imported or exported goods may complete the declaration formalities either by themselves or by engaging an agent.

According to the Law of the People's Republic of China on Import and Export Commodity Inspection (《中華人民共和國進出口商品檢驗法》), which was last amended by the NPC Standing Committee on April 29, 2021 and came into effect on the same day, and the Regulations for the Implementation of the Law of the People's Republic of China 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》), which was last amended by the State Council on March 29, 2022 and came into effect on May 1, 2022, the General Administration of Customs of the People's Republic of China (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 inspection by the entry-exit inspection and quarantine authorities as prescribed by laws and administrative regulations. For 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 imported commodity subject to statutory inspection that has not been inspected may be sold or used. No exported

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REGULATORY OVERVIEW

commodity subject to statutory inspection that has not been inspected or fails to pass the inspection could be exported. The consignees or consignors of imported and exported commodities may complete the inspection procedures themselves, or engage an agent to do this.

According to the Provisions of the People's Republic of China on Administration of Recordation of Customs Declaration Entities (《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 effective from January 1, 2022, customs declaration entities refer to the consignees and consignors of imported or exported goods and customs declaration enterprises as recorded with the Customs pursuant to these Provisions. Where the consignee or consignor of imported or exported goods or a customs declaration enterprise applies for recordation, it shall obtain the qualification of market entities; particularly where the consignee or consignor of imported or exported goods applies for recordation, it shall be filed as a foreign trade business operator.

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》), which was 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 recordation shall obtain the qualification of market entities and is not required to be filed as a foreign trade business operator.

According to the Foreign Trade Law of the People's Republic of China (《中華人民共和國對外貿易法》) last amended by the NPC Standing Committee on December 30, 2022, the department of foreign trade under the State Council is in charge of foreign trade throughout the country. In addition, the amendment made on December 30, 2022, to this regulation deleted the provisions on the record-filing for foreign trade operators.

LAWS AND REGULATIONS ON LABOR, SOCIAL INSURANCE AND HOUSING PROVIDENT FUND

Labor Law and Labor Contract Law

According to the Labor Law of the People's Republic of China (《中華人民共和國勞動法》), which was last amended by the NPC Standing Committee on December 29, 2018 and came into effect on the same day, the Labor Contract Law of the People's Republic of China (《中華人民共和國勞動合同法》), which was last amended by the NPC Standing Committee on 28 December 2012 and came into effect on July 1, 2013, and the Implementation Regulations of the Labor Contract Law of the People's Republic of China (《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 effective from the same day, labor contracts shall be executed in writing if labor relationships are to be established between employers and employees. Employers are prohibited from

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REGULATORY OVERVIEW

forcing employees to work above certain time limits and must pay employees for overtime work in accordance with national regulations. In addition, employee wages shall not be lower than local standards on minimum wages and must be paid to employees in a timely manner.

According to the Labor Law of the People's Republic of China (《中華人民共和國勞動法》), last amended by the NPC Standing Committee on December 29, 2018, enterprises and institutions are required to establish and improve workplace safety and health systems, strictly adhere to relevant national regulations and standards on workplace safety and health, and provide workplace safety and health education to employees. Workplace safety and health facilities must comply with national standards. Enterprises and institutions must provide employees with safe workplaces and hygienic conditions that meet national standards and relevant labor protection regulations.

Social Insurance and Housing Provident Fund

According to the Social Insurance Law of the People's Republic of China (《中華人民共和國社會保險法》), which was last amended by the NPC Standing Committee on December 29, 2018 and came into effect on the same day, the Regulation on the Administration of Housing Provident Fund (《住房公積金管理條例》), which was last amended by the State Council on March 24, 2019 and came into effect on the same day, 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, an application may be made for compulsory enforcement by to the people's court.

LAWS AND REGULATIONS ON INTELLECTUAL PROPERTY

Patent

According to the Patent Law of the People's Republic of China (《中華人民共和國專利法》), which was last amended by the NPC Standing Committee on October 17, 2020 and came into effect on June 1, 2021, and the Implementing Regulations of the Patent Law of the People's Republic of China (《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 effective from 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.

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REGULATORY OVERVIEW

Trademark

According to the Trademark Law of the People's Republic of China (《中华人民共和国商标法》), which was last amended by the NPC Standing Committee on April 23, 2019 and came into effect on November 1, 2019, and the Regulations for the Implementation of the Trademark Law of the People's Republic of China (《中华人民共和国商标法实施条例》) last amended by the State Council on April 29, 2014 and effective from 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 10 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 10 years from the date after the expiry of the previous trademark registration.

Copyright

According to the Copyright Law of the People's Republic of China (《中华人民共和国著作权法》), which was last amended by the NPC Standing Committee on November 11, 2020 and came into effect on June 1, 2021, and the Regulations for the Implementation of the Copyright Law of the People's Republic of China (《中华人民共和国著作权法实施条例》) last amended by the State Council on January 30, 2013, 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. The term of protection of the right of publication in respect of a work of a legal person or unincorporated organization or a work created in the course of employment where the legal person or unincorporated organization enjoys the copyright (except the right of authorship) shall be fifty years, expiring on December 31 of the fiftieth year after the completion of its creation.

According to the Measures for the Registration of Computer Software Copyright (《计算机软件著作权登记办法》) promulgated by the National Copyright Administration on February 20, 2002, and the Regulations on the Protection of Computer Software (《计算机软件保护条例》) amended by the State Council on January 30, 2013 and effective from March 1, 2013, the National Copyright Administration shall be in charge of the administration of the registration of software copyright of the whole country, and the Copyright Protection Center of China is designated as the software registration authority which shall grant registration certificates to the computer software copyright applicants according to the Measures for the Registration of Computer Software Copyright and the Regulations on the Protection of Computer Software. Software copyright shall arise on the date of completion of the software development. The term of protection of software copyright of legal persons or other organizations shall be 50 years, expiring on December 31 of the 50th year after the first publication of the software.

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监管概览

域名

根据工业和信息化部于2017年8月24日发布、2017年11月1日起施行的《互联网域名管理办法》，域名注册业务由依据相关规定设立的域名服务机构办理，申请人注册成功后即成为域名持有者。

税收法律法规

企业所得税

《中华人民共和国企业所得税法》（以下简称"企业所得税法"）于2018年12月29日经全国人民代表大会常务委员会最新修订，《中华人民共和国企业所得税法实施条例》于2024年12月6日经国务院最新修订，上述法律法规是规范中国企业所得税的主要法律法规。根据企业所得税法及其实施条例，企业分为居民企业和非居民企业。居民企业是指依法在中国境内成立，或者依照外国（地区）法律成立但实际管理机构在中国境内的企业。非居民企业是指依照外国（地区）法律成立且实际管理机构不在中国境内，但在中国境内设立机构、场所的，或者在中国境内未设立机构、场所，但有来源于中国境内所得的企业。对所有居民企业以及在中国境内设立机构、场所的非居民企业，就其来源于中国境内的所得，或在中国境外取得但与其所设机构、场所有实际联系的所得，统一适用25%的企业所得税税率。对国家需要重点扶持的高新技术企业，减按15%的税率征收企业所得税。根据科学技术部、财政部及国家税务总局于2016年1月29日最新修订的《高新技术企业认定管理办法》，高新技术企业证书有效期为三年。对于在中国境内未设立机构、场所的非居民企业，或虽设立机构、场所但取得的所得与其机构、场所没有实际联系的非居民企业，就其来源于中国境内的所得，按照10%的税率征收企业所得税。

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REGULATORY OVERVIEW

Value-added Tax (VAT)

Pursuant to the Interim Regulations of the People's Republic of China on Value-added Tax (《中華人民共和國增值稅暫行條例》) last amended by the State Council on 19 November 2017 and effective from the same day, and the Detailed Rules for the Implementation of the Interim Regulations of the People's Republic of China on Value-added Tax (《中華人民共和國增值稅暫行條例實施細則》) last amended by the Ministry of Finance on October 28, 2011 and effective from 1 November 2011, all entities and individuals engaging in sale of goods or provision of processing, repair and maintenance services or importation of goods in 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 Ministry of Finance and the State Taxation Administration on April 4, 2018 and effective from 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 the VAT Reform (《關於深化增值稅改革有關政策的公告》) (Announcement 2019 No. 39 of the Ministry of Finance, the State Taxation Administration and the General Administration of Customs), which was promulgated by the Ministry of Finance, the State Taxation Administration 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 NPC Standing Committee promulgated the Value-Added Tax Law of the People's Republic of China (《中華人民共和國增值稅法》) on December 25, 2024, which shall come into force on January 1, 2026. Simultaneously, the Interim Regulations of the People's Republic of China on Value-added Tax shall be repealed.

Dividend Distribution

The primary laws and regulations in China governing dividend distribution by foreign-invested enterprises are the Company Law of the People's Republic of China (《中華人民共和國公司法》), most recently amended by the NPC Standing Committee on December 29, 2023, and the Foreign Investment Law of the People's Republic of China (《中華人民共和國外商投資法》), promulgated by the National People's Congress on March 15, 2019, along with its implementation rules. According to these regulations, foreign-invested enterprises may only distribute dividends out of accumulated profits (if any) as determined by Chinese Accounting Standards and Rules. When distributing each year's after-tax profits, a company shall allocate 10% of its after-tax profits to the company's statutory common reserve fund. When the aggregate balance in the statutory common reserve fund is 50% or more of the registered capital of the company, the company need not make any further allocation to that fund. When the company's statutory common reserve fund is not sufficient to make up for the losses of the previous year, current year profits shall be used to make up for the losses before allocations are made for the statutory common reserve fund in accordance with the previous paragraph.

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REGULATORY OVERVIEW

Pursuant to the Individual Income Tax Law of the People's Republic of China (《中華人民共和國個人所得稅法》) and the Rules for the Implementation of the Individual Income Tax Law of the People's Republic of China (《中華人民共和國個人所得稅法實施條例》), most recently revised on August 31, 2018 and December 18, 2018, respectively, dividends distributed by PRC enterprises are subject to individual income tax at a uniform rate of 20%. For a foreign individual who is not a resident of the PRC, the receipt of dividends from an enterprise in the PRC is normally subject to individual income tax at a rate of 20%, unless specifically exempted by the tax authority of the State Council or reduced by a relevant tax treaty.

According to the Enterprise Income Tax Law (《企業所得稅法》) and the Rules for the Implementation of the Law of the People's Republic of China on Enterprise Income Tax (《中華人民共和國企業所得稅法實施條例》), an enterprise income tax rate of 10% will normally be applicable to dividends distributed to non-resident enterprises which do not have an institution or establishment in China or whose incomes have no actual connection to its institution or establishment in China, unless specifically exempted by the tax authority of the State Council or reduced by a relevant tax treaty.

Non-resident investors residing in jurisdictions which have entered into treaties or adjustments for the avoidance of double taxation with the PRC might be entitled to a reduction of the Chinese enterprise income tax imposed on the dividends received from PRC companies. The PRC currently has entered into avoidance of double taxation treaties or arrangements with Hong Kong, Macau, and a number of countries and regions including Australia, Canada, France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. Non-PRC resident enterprises entitled to preferential tax rates in accordance with the relevant taxation treaties or arrangements are required to apply to the Chinese tax authorities for a refund of the enterprise income tax in excess of the agreed tax rate, and the refund application is subject to approval by the Chinese tax authorities.

LAWS AND REGULATIONS ON FOREIGN INVESTMENT, OVERSEAS INVESTMENT AND FOREIGN EXCHANGE SUPERVISION

REGULATORY OVERVIEW

Foreign Investment

According to the Foreign Investment Law of the People's Republic of China (《中華人民共和國外商投資法》) promulgated by the NPC on March 15, 2019 and the Regulations for the Implementation of the Foreign Investment Law of the People's Republic of China (《中華人民共和國外商投資法實施條例》) promulgated by the State Council on 26 December 2019, both 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; foreign investment in 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 existing industry access regulations governing foreign investors' investment activities within the PRC are set out in two catalogs: the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition) (《外商投資准入特別管理措施(負面清單)(2024年版)》) jointly issued by the NDRC and the Ministry of Commerce on September 6, 2024 and effective from 1 November 2024; and the Catalogue of Industries for Encouraged Foreign Investment (2022 Edition) (《鼓勵外商投資產業目錄(2022年版)》) jointly issued by the NDRC and Ministry of Commerce on October 26, 2022, and effective from January 1, 2023. These two catalogs further categorize foreign-invested industries into three types: "encouraged", "restricted", and "prohibited". Industries not listed under these three categories are generally considered to fall under the fourth category, namely, industries "permitted" for foreign investment, unless specifically restricted by other laws and regulations within the PRC. According to the Catalogue of Industries for Encouraged Foreign Investment (2022 Edition), the production of consumer batteries, power batteries and ESS batteries involved in our businesses are classified as industries for encouraged foreign investment.

Overseas Investment

According to the Measures for the Administration of Overseas Investment (《境外投資管理辦法》) promulgated by the Ministry of Commerce on September 6, 2014, and effective from October 6, 2014, the Ministry of Commerce and the competent commerce departments at the provincial level respectively implement filing and approval management based on the different circumstances of enterprises' overseas investment. Overseas investments by enterprises involving sensitive countries and regions, or sensitive industries shall be subject to approval management; overseas investments in other circumstances shall be subject to filing management.

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According to the Measures for the Administration of Overseas Investment of Enterprises (《企業境外投資管理辦法》) promulgated by the NDRC on December 26, 2017, and effective from March 1, 2018, domestic enterprises (the "investors") engaging in overseas investment shall undergo approval, filing, and other procedures for overseas investment projects (the "projects"), report relevant information, and cooperate in supervision and inspection. The scope of projects subject to approval management includes sensitive projects directly conducted by the investors or conducted through the overseas enterprises controlled by them, specifically including projects involving sensitive countries and regions, or sensitive industries. The scope of projects subject to filing management includes non-sensitive projects directly conducted by the investors, that is, non-sensitive projects involving the investors' direct investment of assets, equity, or provision of financing or guarantees.

On January 31, 2018, the NDRC promulgated the Catalogue of Sensitive Industries for Overseas Investment (2018 Edition) (《境外投資敏感行業目錄(2018年版)》), which lists the specific sensitive industries in detail.

外匯管理法規 Foreign Exchange Regulations

According to the Regulations of the People's Republic of China on Foreign Exchange Administration (《中華人民共和國外匯管理條例》) promulgated by the State Council on August 5, 2008, and effective from the same date, foreign currency circulation is prohibited within the PRC and foreign currency shall not be used for pricing and settlement, unless otherwise stipulated by laws and regulations. Foreign exchange is categorized into foreign exchange under current accounts and foreign exchange under capital accounts. There are no restrictions on international payments in foreign currency and foreign currency transfers under the current accounts, such as dividend or interest payments. Transactions involving goods, services, income, and current transfers in the balance of payments shall be classified as current account transactions, and their foreign exchange expenditures shall be paid by an institution with its self-owned foreign exchange upon valid documents or with the foreign exchange purchased from any financial institution operating the foreign exchange settlement or sale business in accordance with the administrative provisions of the foreign exchange administrative department of the State Council on the payment and purchase of foreign exchange. A domestic institution or individual that makes direct investment or issues or trades negotiable securities or derivative products overseas shall handle the registration formalities at the foreign exchange administrative department of the State Council.

Pursuant to the Notice on Issues Concerning the Administration of Foreign Exchange in Overseas Listing (《關於境外上市外匯管理有關問題的通知》) promulgated by the State Administration of Foreign Exchange (SAFE) on December 26, 2014 and effective from the same date, a domestic company shall, within 15 working days from the date of the end of its overseas listing and issuance, register the overseas listing with the administration of foreign exchange at the place of its establishment. The proceeds from the overseas listing of a domestic company may be remitted to the domestic account or deposited in an overseas account, but the use of the proceeds shall be consistent with the relevant content included in the prospectus document and other disclosure documents.

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2015年2月，国家外汇管理局颁布《关于进一步简化和改进直接投资外汇管理政策的通知》（部分条款已于2019年12月废止）。该通知规定，银行应代替国家外汇管理局直接审核办理境外直接投资外汇登记，国家外汇管理局及其分支机构通过银行对境外直接投资外汇登记及审核实施间接监督。

根据国家外汇管理局于2016年6月9日颁布（并于2023年12月4日部分修订）的《国家外汇管理局关于改革和规范资本项目结汇管理政策的通知》（汇发〔2016〕16号），资本项目外汇收入的意愿结汇政策适用于境内机构资本项目下的外汇收入，即境外机构资本、外债及境外上市募集资金等资本项目外汇收入，如依照相关政策可实行意愿结汇，可根据境内机构实际经营需要向银行办理结汇。目前，境内机构资本项目外汇收入的意愿结汇比例暂定为100%。但国家外汇管理局可根据国际收支状况适时调整上述比例。在实施资本项目外汇收入意愿结汇过程中，境内机构仍可选择原有的支付结汇程序用于外汇收入的使用。但对于境内机构每笔外汇结汇，银行应按照支付结汇原则，对外汇结汇前期资金使用的真实性和合规性进行审核。境内机构资本项目下的外汇收入及结汇所得人民币资金，可用于其经营范围内的经常项目支出及合法的资本项目支出，但不得用于超出企业经营范围的支出或国家法律法规禁止的支出。

根据国家外汇管理局于2020年4月10日发布的《关于优化外汇管理支持涉外业务发展的通知》，在确保资金用于真实业务、符合法规要求以及现行资本项目收入使用管理规定的前提下，符合条件的企业可将外汇资本金、外债及境外上市募集资金等资本项目收入用于境内支付，无需逐笔事先向银行提交真实性证明材料。主管银行应按照相关要求进行事后抽查。

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REGULATORY OVERVIEW

LAWS AND REGULATIONS RELATING TO ANTI-UNFAIR COMPETITION

According to the Law Against Unfair Competition of the People's Republic of China (《中華人民共和國反不正當競爭法》) (the "Law Against Unfair Competition"), which was most recently amended by the NPC Standing Committee on April 23, 2019, and became effective on the same date, operators shall abide by the principles of voluntary participation, equality, fairness, and good faith in market transactions and comply with laws and business ethics. Unfair competition behaviors as defined in the Law Against Unfair Competition refer to behaviors in the course of business operations by operators which violate the provisions of the Law Against Unfair Competition, disrupt the order of market competition, and harm the legitimate rights and interests of other operators or consumers. The supervisory and inspection departments have the right to investigate suspected unfair competition behaviors and may take measures such as inspection, questioning, inquiring and copying materials, and sealing and seizing property. Operators who violate the provisions of the Law Against Unfair Competition shall bear civil liability, administrative liability, and criminal liability according to the specific circumstances.

Anti-monopoly Laws and Regulations

According to the Anti-Monopoly Law of the People's Republic of China (《中華人民共和國反壟斷法》) (the "Anti-Monopoly Law"), which was most recently revised on June 24, 2022, and became effective on August 1, 2022, the Anti-Monopoly Law applies to monopoly behaviors in economic activities within the territory of the PRC, as well as monopoly behaviors outside the territory of the PRC that have an exclusionary or restrictive impact on market competition within the territory of the PRC. Monopoly behaviors stipulated in the Anti-Monopoly Law include business operators' entry into monopoly agreements, business operators' abuse of their dominant market position, and concentration of business operators that has or may have the effect of eliminating or restricting market competition. The institution authorized by the State Council to undertake anti-monopoly law enforcement responsibilities shall be responsible for anti-monopoly law enforcement work in accordance with the provisions of the Anti-Monopoly Law. The anti-monopoly law enforcement authority of the State Council may, according to work needs, authorize the corresponding authorities of the people's governments of provinces, autonomous regions, and municipalities directly under the Central Government to be responsible for relevant anti-monopoly law enforcement work. Business operators who violate the provisions of the Anti-Monopoly Law may be fined, have illegal gains confiscated, and be ordered to cease the illegal behavior by the anti-monopoly law enforcement authority.

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REGULATORY OVERVIEW Regulations Relating to the Overseas Issuance of Securities and Listing by Domestic Enterprises

The Securities Law (《證券法》), which was latest amended by the NPC Standing Committee on December 28, 2019, and came into effect on March 1, 2020, provides comprehensive regulation of activities in the domestic securities market of the PRC, including securities issuance and trading, acquisitions by listed companies, stock exchanges and securities firms, and the responsibilities of securities regulatory authorities. The Securities Law further specifies that domestic enterprises within the PRC that directly or indirectly issue securities abroad or list securities overseas shall comply with relevant regulations issued by the State Council; the specific measures for subscription and trading of shares of a domestic company in the PRC in foreign currency shall be separately stipulated by the State Council.

The China Securities Regulatory Commission (CSRC) is a securities supervision and regulation authority established by the State Council, responsible for supervising and managing the securities market in accordance with the law, maintaining market order, and ensuring the lawful operation of the market. Currently, the issuance and trading of H shares are primarily governed by regulations and rules issued by the State Council and the CSRC.

On February 17, 2023, the CSRC issued several regulations concerning the filing management for overseas issuance and listing of domestic companies, including 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》) and five supporting guidelines (collectively referred to as the "Overseas Listing Regulations"). According to the Overseas Listing Regulations, the domestic companies in the PRC seeking to issue and list securities in overseas markets directly or indirectly shall submit the required documents to the CSRC within three working days after submitting their overseas listing application.

According to the Overseas Listing Regulations, overseas issuance and listing are prohibited in the following circumstances: (i) the listing and financing of such securities are explicitly prohibited by laws, administrative regulations, and relevant state regulations; (ii) after review and approval by the relevant competent authorities under the State Council, the proposed overseas securities issuance and listing may endanger national security; (iii) the domestic company planning to issue and list securities or its controlling shareholders or de facto controllers have committed crimes such as corruption, bribery, misappropriation of property, embezzlement, or behaviors that undermine the order of the socialist market economy; (iv) the domestic company planning to issue and list securities is suspected of criminal conduct or major violations of laws and regulations, and is currently under investigation according to law but the case has not been concluded; or (v) there are significant ownership disputes over the equity held by the controlling shareholders of the domestic company, or the equity held by other shareholders controlled by the controlling shareholders and/or the de facto controllers.

Furthermore, according to the Overseas Listing Regulations, an issuer shall submit a report to the CSRC within three working days after the occurrence and public disclosure of the following events subsequent to the issuance and listing of securities in an overseas market: (i) a change in control; (ii) adoption of measures such as investigation and penalty against the – 168 –

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issuer by overseas securities regulatory authorities or relevant competent authorities; (iii) a change in listing status or listing board; and (iv) voluntary delisting or compulsory delisting. Domestic companies undertaking overseas issuance and listing shall strictly comply with relevant laws, administrative regulations, and relevant provisions on foreign investment, cybersecurity, data security, and other national security, and shall earnestly fulfill their obligations to safeguard national security.

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 promulgated by the CSRC and other departments on February 24, 2023 and effective from March 31, 2023, a domestic company that seeks to issue and list its securities in an overseas market, and the securities companies and securities service providers that undertake relevant services for it, shall strictly abide by applicable laws and regulations of the PRC and the Provisions, enhance legal awareness of keeping state secrets and strengthening archives administration, establish a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. They shall not divulge any state secret or work secrets of state organs, or harm national and public interest. A domestic company that plans to, either directly or through its overseas listed entity, provide or publicly disclose to relevant entities or individuals including securities companies, securities service providers and overseas regulatory authorities, documents and materials that contain state secrets or work secrets of state organs, shall obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.

REGULATIONS RELATING TO INFORMATION SECURITY AND DATA PRIVACY

Cybersecurity

According to the Cybersecurity Law of the People's Republic of China (《中華人民共和國網絡安全法》) promulgated by the NPC Standing Committee and effective from June 1, 2017, network operators engaging in business activities and providing services shall comply with laws and regulations and fulfill their obligations to protect cybersecurity. Network operators providing services via the Internet shall, in accordance with laws, regulations, and mandatory requirements of national standards, adopt technical measures and other necessary measures to ensure the safe and stable operation of networks, effectively respond to cybersecurity incidents, prevent online illegal and criminal activities, and maintain the integrity, confidentiality, and availability of network data. Moreover, network operators shall not collect personal information unrelated to the services they provide, or collect or use personal information in violation of laws or agreements between the parties.

According to the Measures for Cybersecurity Review (《網絡安全審查辦法》) promulgated by the Cyberspace Administration of China and effective from February 15, 2022, critical information infrastructure operators who purchase network products and services and network platform operators who carry out data processing activities shall receive cybersecurity review of the Cybersecurity Review Office if national security is or may be affected.

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Furthermore, network platform operators possessing the personal information of more than 1 million users shall declare a cybersecurity review to the Cybersecurity Review Office before listing abroad. Relevant regulatory authorities may proactively initiate a cybersecurity review if they believe that a company has network products and services or data processing activities that affect or may affect national security.

Data Security

The Data Security Law of the People's Republic of China (《中華人民共和國數據安全法》) promulgated by the NPC Standing Committee and effective from September 1, 2021 specifies the basic data security management systems, including the establishment of a data classification and grading management system, a risk assessment system, a monitoring and early warning system, and an emergency response system. Furthermore, the law clarifies the data security protection obligations of organizations and individuals carrying out data activities and fulfilling data security protection responsibilities.

The Regulations on the Administration of Network Data Security (《網絡數據安全管理條例》) promulgated by the State Council and effective from January 1, 2025 stipulates that if network data processors engage in network data processing activities that affect or may affect national security, they shall undergo a national security review in accordance with relevant state regulations. In addition, the Regulations on the Administration of Network Data Security also specify other requirements for data processing activities conducted by network data processors from aspects such as personal data protection, important data security, cross-border data security management, and the obligations of network platform service providers.

The Provisions on Promoting and Regulating Cross-border Data Flows (《促進和規範數據跨境流動規定》) promulgated by the Cyberspace Administration of China and effective from March 22, 2024 redefine the subjects and circumstances that require data export security assessments, the conclusion of standard contracts, and the passing of protection certifications. The Provisions also propose conditions for data export activities that are exempt from declaring security assessments, concluding standard contracts, and passing protection certifications, establish "special zones" for data export, and establish a negative list system for free trade zones to promote the lawful, orderly, and free flow of data.

Personal Information Protection

According to the Civil Code of the People's Republic of China (《中華人民共和國民法典》), a natural person's personal information is protected by law. Any organization or individual that needs to access other's personal information may only do so in accordance with law and guarantee the safety of such information, and may not illegally collect, use, process, or transmit other's personal information, or illegally trade, provide, or publicize such information.

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The Personal Information Protection Law of the People's Republic of China (《中華人民共和國個人信息保護法》) promulgated by the NPC Standing Committee and effective from 1 November 2021 establishes a comprehensive framework of rules for the processing of personal information, including rules that personal information processing shall be for a clear and reasonable purpose, sensitive information processing shall receive additional protection, the external provision and entrusted processing of personal information require the signing of specific agreements to ensure security, the storage, deletion, public disclosure, and automation of decision-making involving personal information shall comply with special rules, and personal information processors shall have appropriate organizational, institutional, and technical measures in place for security.

The Measures for the Administration of Personal Information Protection Compliance Audits (《個人信息保護合規審計管理辦法》) promulgated by the Cyberspace Administration of China and effective from May 1, 2025, stipulate that personal information processors handling the personal information of more than 10 million individuals shall conduct a personal information protection compliance audit at least once every two years. Personal information processors handling the personal information of over 1 million individuals shall appoint a person responsible for personal information protection, to conduct the personal information protection compliance audit for personal information processors.

LAWS AND REGULATIONS RELATING TO REAL ESTATE MANAGEMENT

Land

According to the Land Administration Law of the People's Republic of China (《中華人民共和國土地管理法》), which was last amended by the NPC Standing Committee on August 26, 2019, and the Regulation on the Implementation of the Land Administration Law of the People's Republic of China (《中華人民共和國土地管理法實施條例》), which was last amended by the State Council on July 2, 2021, the land in the PRC is owned by the state or collectives. Except for land explicitly designated by law to be owned by the state or land that has been lawfully requisitioned for state ownership, all other land is owned by the collectives. The right to use state-owned land may be granted to third parties through methods such as transfer, allocation, leasing, or investment-sharing. The third party who acquires the right to use state-owned land may lawfully use, benefit from, and dispose of the right to use the state-owned land within the legally stipulated usage period and according to the planned purposes.

According to the Provisional Regulations of the People's Republic of China on Grant and Transfer of the Land Use Rights of State-owned Urban Land (《中華人民共和國城鎮國有土地使用權出讓和轉讓暫行條例》) recently amended by the State Council on 29 November 2020, the transfer of land use rights refers to the act where the state, as the landowner, grants land use rights to the land user for a certain period, and the land user pays the transfer fee for the land use rights to the state. A transfer contract shall be signed for the transfer of land use rights. Land users shall develop, utilize, and operate the land in accordance with the provisions of the contract on the transfer of the land use rights and the urban planning requirements. If

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the land is not developed or utilized according to the period and conditions specified in the contract, the land management department of the people's government in the city or county shall make corrections and may, depending on the circumstances, issue warnings, impose fines, or even revoke the land use rights without compensation. If the land user needs to change the use of the land stipulated in the contract on the transfer of the land use rights, he/she shall obtain the consent of the transferor and seek approval from the land management department and urban planning department, sign a new contract on the transfer of the land use rights, adjust the transfer fee for the land use rights, and complete the registration.

Urban and Rural Planning

According to the Urban and Rural Planning Law of the People's Republic of China (《中華人民共和國城鄉規劃法》) which was last amended by the NPC Standing Committee on April 23, 2019, in construction of buildings, structures, roads, pipelines, or other engineering projects within a city or town planning area, the construction entity or individual shall apply for a construction project planning permit from the competent department for urban and rural planning under the people's government of a city or county or the people's government of a town as determined by the people's government of a province, an autonomous region, or a municipality directly under the Central Government.

Project Construction

According to the Construction Law of the People's Republic of China (《中華人民共和國建築法》) which was last amended by the NPC Standing Committee on April 23, 2019, before commencement of a construction project, the construction entity shall apply for a construction permit from the construction administrative department under the people's government at or above the county level at the location of the project in accordance with relevant national regulations, except for small projects below the threshold set by the construction administrative department under the State Council. A construction project can only be put into use after passing the completion and acceptance inspection; projects that have not been inspected or have failed acceptance shall not be delivered for use.

Laws and Regulations Relating to Property Leasing

According to the Civil Code of the People's Republic of China (《中華人民共和國民法典》), the owner of movable or immovable property is entitled to possess, use, benefit from, and dispose of such movable or immovable property in accordance with law. With the lessor's consent, the lessee may sublease the leased property to a third party. If the lessee subleases the property, the lease contract between the lessee and the lessor shall remain effective. If the lessee subleases the property without the lessor's consent, the lessor has the right to terminate the lease.

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REGULATORY OVERVIEW

Furthermore, if the ownership of the leased property changes while the lessee is in possession under the lease contract, it shall not affect the validity of the lease contract. If a third party asserts a claim that prevents the lessee from using or benefiting from the leased property, the lessee may request a reduction in rent or no payment of rent. If the issuer is unable to continue using the leased property due to a claim by a third party, it can claim a reduction or no payment of rent from the lessor to reduce financial losses.

According to the Civil Code of the People's Republic of China, failure to complete registration and filing procedures does not affect the validity of the lease contract. According to the Administrative Measures for Commodity House Leasing (《商品房屋租賃管理辦法》) issued by the Ministry of Housing and Urban-Rural Development on December 1, 2010, within 30 days after signing a property lease contract, the lessor and the lessee shall complete the procedures for property lease registration and filing with the competent authority for construction (real estate) at the city or county level at the location of the leased property. If the company fails to act in the aforementioned manner, it may be ordered to rectify within a specified period; if the company fails to rectify, a fine between RMB1,000 and RMB10,000 may be imposed.

According to the Interpretation of the Supreme People's Court on Several Issues Concerning the Specific Application of Law in the Trial of Urban House Lease Contract Dispute Cases (2020 Revision) (《最高人民法院關於審理城鎮房屋租賃合同糾紛案件具體應用法律若干問題的解釋(2020修正)》), which came into effect on January 1, 2021, if the ownership of the leased property changes while the lessee is in possession pursuant to the terms of the lease contract and the lessee requests the transferee to continue performing the original lease contract, the PRC courts shall support such a request, unless a mortgage has been established on the leased property before the lease and the ownership change occurs due to the enforcement of the mortgage rights by the mortgagee.

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

OVERVIEW

The Group's history traces back to December 2001, when the Company was established as a limited liability company under the laws of the PRC with the name of Huizhou Jinda Electronics Co., Ltd. (惠州晉達電子有限公司). Through 24 years of high-quality development, we have achieved leading positions in the three core business segments of consumer batteries, power batteries and ESS batteries and built a comprehensive R&D platform encompassing materials, cells, BMS and systems. Our products are widely used in smart living, green transportation and energy transition. As of the Latest Practicable Date, building upon our global capability framework, with "Global Manufacturing, Global Collaboration, and Global Services" at the core of our global development strategy, we have established eight manufacturing bases and have two manufacturing bases under construction worldwide, with sales offices and branches in seven countries and regions and after-sales service network covering 24 countries and regions.

Since October 2009, our A Shares have been listed on the ChiNext Market of the Shenzhen Stock Exchange with the stock code of 300014. For details, see "Corporate Development and Major Shareholding Changes" below. As of the Latest Practicable Date, our total issued share capital was RMB2,074,119,117, comprising 2,074,119,117 A Shares, of which approximately 37.33% was controlled by our Controlling Shareholders, namely EVE Holdings, Dr. Liu and Ms. Luo.

KEY CORPORATE AND BUSINESS DEVELOPMENT MILESTONES

The following is a summary of our Group's key corporate and business development milestones:

| Year | Event | |---|---| | 2001 | Our Company was established in the PRC. | | 2003 | We started our primary lithium battery business. | | 2007 | Our Company was converted into a joint stock company with limited liability. | | 2009 | Our A Shares were listed on the ChiNext Market of the Shenzhen Stock Exchange. | | 2010 and 2011 | We started our small lithium-ion battery business. We were granted approval from the Ministry of Human Resources to establish a "Postdoctoral Research Workstation". | | 2012 | We completed the construction of the lithium-ion battery production base in Zhongkai. |

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

| Year | Event | |---|---| | 2013 | We were awarded as the "National and Local Joint Engineering Research Center for Key Technologies and Materials of Lithium Battery". | | 2015 | We started our power battery business. We established a new energy research institute. We developed our cylindrical NCM batteries. | | 2016 | We launched our high-performance lithium-ion power battery project. Phases I and II of Jingmen power and ESS battery production was put into production, and the construction of Phases III and IV commenced. | | 2017 | We officially established the EVE Energy Research Institute and SPC division. We were approved as a "National Enterprise Technology Center". | | 2018 | We were awarded as a "National Green Factory". | | 2019 | We commenced mass production of bean cells, and launched bean cells for overseas mainstream true wireless stereo headset application. | | 2020 | The production line for 6 GWh pouch NCM batteries in Zhongkai was put into production. | | 2021 | The expanded cylindrical production line of the Jingmen production base was put into production. | | 2022 | The fourth generation of the automated lithium battery production line was put into production. We launched the first system equipped with self-developed 46-series large cylindrical nickel, cobalt and manganese cells. We signed a contract to construct a power battery manufacturing plant in Debrecen. |

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

| Year | Event | |---|---| | 2023 | We launched the LF560k lithium iron phosphate cell. The new energy vessels utilizing our batteries were launched, being the first new energy vessels equipped with "oil-to-electric" technology in the PRC. We launched 21700 58E battery and ultra long range 46 series battery packs optimized for LEV applications. | | 2024 | We commenced Phase I production at the "60 GWh Gigafactory". | | 2025 | Our first overseas factory commenced production and operations in Malaysia. We put into use the solid-state battery mass production base in Chengdu. We commenced the construction of our Sodium Energy Headquarters and Jinyuan Robotics Center. |

OUR MAJOR SUBSIDIARIES

The following table sets forth the detailed information of the Major Subsidiaries:

| Name of subsidiary | Date of establishment and commencement of business | Equity interest attributable to our Group | Registered capital/ Issued share capital | Principal activities | |---|---|---|---|---| | EVE Power Co., Ltd. (湖北億緯動力有限公司) | July 4, 2012 | 100% | RMB1,303,261,096 | Power and ESS batteries related business | | Jingmen EVE Innovation Energy Co., Ltd. (荊門億緯創能鋰電池有限公司) | September 29, 2017 | 100% | RMB2,022,756,797 | Consumer batteries related business | | EVE Asia Co., Limited (億緯亞洲有限公司) | January 4, 2013 | 100% | US$682,610,000 | International trading | | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | May 10, 2018 | 100% | RMB81,774,300 | ESS batteries related business | | Huizhou EVE Power Co., Ltd (惠州億緯動力電池有限公司) | February 5, 2021 | 100% | US$235,234,212 | Power batteries related business |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

| Name of subsidiary | Date of establishment and commencement of business | Equity interest attributable to our Group | Registered capital/ Issued share capital | Principal activities | |---|---|---|---|---| | Huizhou EVE United Energy Co., Ltd. (惠州億緯集能有限公司) | June 20, 2018 | 100%(1) | RMB4,153,556,863 | Power batteries related business | | EVE Battery Investment Ltd. | August 13, 2019 | 100% | US$10 | Investment holdings | | Huizhou EVE Innovation Energy Batteries Co., Ltd. (惠州億緯創能電池有限公司) | January 14, 1999 | 100% | RMB178,425,065 | Consumer batteries and batteries equipment related business | | Ningbo EVE Energy Lithium Battery Co., Ltd. (寧波億緯創能鋰電池有限公司) | December 22, 2020 | 100% | RMB105,000,000 | Consumer batteries related business | | Wuhan Fuante Technology Co., Ltd. (武漢孚安特科技有限公司) | March 11, 2004 | 100% | RMB4,440,461 | Consumer batteries related business | | Huizhou Jinyuan Intelligent Robot Co., Ltd. (惠州金源智能機器人有限公司) | December 17, 2010 | 100% | RMB3,000,000 | Intelligent robot and lithium batteries equipment related business | | Jingmen EVE New Energy Solutions Co., Ltd. (荊門億緯新能源系統有限公司) | January 17, 2024 | 100% | RMB40,000,000 | Power and ESS batteries related business | | Huizhou EVE New Energy Solutions Co., Ltd. (惠州億緯新能源系統有限公司) | January 2, 2024 | 100% | RMB40,000,000 | Power and ESS batteries related business | | Qujing EVE Energy Co., Ltd. (曲靖億緯鋰能有限公司) | August 2, 2022 | 100% | RMB1,725,000,000 | Power and ESS batteries related business | | Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限公司)(2) | September 1, 2021 | 80% | RMB180,000,000 | Lithium batteries material related business | | Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司)(3) | August 9, 2021 | 65% | RMB500,000,000 | ESS batteries related business |

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

| Name of subsidiary | Date of establishment and commencement of business | Equity interest attributable to our Group | Registered capital/ Issued share capital | Principal activities | |---|---|---|---|---| | EVE Power (HK) Co., Ltd. (億緯動力香港有限公司) | September 9, 2020 | 100% | HK$1,000,000 | Investment management, management consulting and trading | | EVE Energy Malaysia Sdn Bhd | August 30, 2022 | 100% | RM744,649,400 | Manufacture and sales of batteries, synthetic materials (excluding hazardous chemicals) and metal materials |

Notes:

(1) For details, see "Financial Information — Subsequent Events".

(2) As of the Latest Practicable Date, Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限公司) is held as to 20% by Jin Kun Lun Lithium Industry Co., Ltd. (金昆侖鋰業有限公司). Jin Kun Lun Lithium Industry Co., Ltd. (金昆侖鋰業有限公司) is held as to 28.13% by our Company and 36.66% by Da Qaidam Dahua Chemical Co., Ltd. (大柴旦大華化工有限公司), a company held as to 5% by our Company and 59.73% by Mr. Zhao Penlong (趙朋龍).

(3) As of the Latest Practicable Date, Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司) is held as to 35% by Jiangsu Linyang Energy Co., Ltd. (江蘇林洋能源股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 601222). The ultimate beneficial owner of Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司) is Mr. Lu Yonghua (陸永華).

We have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange [has granted] to us, a waiver from strict compliance with the requirements under paragraph 26 of Appendix D1A to the Listing Rules, in respect of disclosing the particulars of any alteration in the capital of any member of our Group within the two years immediately precedent the issue of this Document. See "Waivers and Exemptions — Waivers and Exemption in respect of Particulars of Information of our Subsidiaries" for more details. For shareholding changes of our Major Subsidiaries during the two years immediately preceding the date of this Document, see "Statutory and General Information — Further Information about our Company — Changes in the Share Capital of our Major Subsidiaries" in Appendix IV to this Document.

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES

Early History

Incorporation of our Company in December 2001

In December 2001, Huizhou Jinda Electronics Co., Ltd. (惠州晉達電子有限公司, the predecessor of our Company) was established in the PRC with an initial share capital of HK$3 million. The shareholding structure of our Company as of the date of the establishment was as follows:

| Name of the Shareholders | Approximate percentage of shareholding (%) | |---|---| | Jinda Energy Technology Co., Ltd. ("Jinda Energy") (晉達能源科技公司)(1) | 50.00 | | Huizhou Huitai Industrial Zone Development Co., Ltd. ("Huizhou Development") (惠州市惠台工業園區開發總公司)(2) | 25.00 | | Huizhou Zhitong Electronics Co., Ltd. ("Huizhou Zhitong") (惠州直通電子有限公司)(3) | 25.00 |

Notes:

(1) Jinda Energy was held as to 100% by Mr. Luo Jinwei (駱錦偉), who is Ms. Luo's brother.

(2) Huizhou Development was held as to 100% by Huizhou Huicheng District Foreign Economic and Trade Commission (惠州市惠城區對外經濟貿易委員會), an Independent Third Party.

(3)

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Huizhou Zhitong was held as to 60%, 20% and 20% by Ms. Chen Yueqin (陳月琴), Ms. Zhang Suhua (張素華) and Ms. Chen Ruihong (陳瑞紅), respectively. Ms. Chen Yueqin is Ms. Luo's mother, and Ms. Zhang Suhua and Ms. Chen Ruihong are Ms. Luo's sisters-in-law.

Conversion into a joint stock company in October 2007 Upon completion of several rounds of share transfers and capital injection, the registered capital of our Company reached RMB14.82 million immediately prior to the conversion of our Company into a joint stock company. In October 2007, our then Shareholders passed resolutions approving the conversion of our Company from a limited liability company into a joint stock company under the laws of the PRC. Upon completion of the joint stock company conversion, the Company was owned as to approximately 60.66% by EVE Holdings, 4.28% by Dr. Liu, 7.15% by Ms. Luo, 3.28% by Mr. Liu Jianhua who is our executive Director and president, 0.06% by Ms. Zhu Yuan who is our executive Director, 0.16% by Mr. Lv Zhengzhong who is the general manager of certain subsidiaries in the Group, and 24.41% by other 34 shareholders, respectively, who are Independent Third Parties. EVE Holdings was then held as to 50% each by Dr. Liu and Ms. Luo.

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

History of A Share Listing and Subsequent Major Capital Market Activities of our Company

Listing on the ChiNext Market of the Shenzhen Stock Exchange in October 2009 As approved by the CSRC, our Company completed the initial public offering and listing of our A Shares on the ChiNext Market of the Shenzhen Stock Exchange (stock code: 300014) in October 2009, under which a total of 22,000,000 A Shares, representing 25% of the number of shares immediately following such A Shares listing, were issued, and net proceeds of approximately RMB373.9 million were raised.

Immediately following the initial public offering of our A Shares, our Company was held by EVE Holdings, Dr. Liu, and Ms. Luo as to 45.50%, 3.21% and 5.38%, respectively.

Private placement of A Shares in November 2015 In July 2015, our Company obtained approval from the CSRC for a private placement of 27,347,310 A Shares (the "November 2015 Placed A Shares"), the primary purposes of which was to fund construction project for the high-performance lithium-ion power batteries production line. The November 2015 Placed A Shares were priced at RMB21.94 each, which was determined with reference to the average trading price of A Shares of the Company on the trading day immediately prior to the pricing date. The November 2015 Placed A Shares were placed to 4 institutional investors who are Independent Third Parties, raising net proceeds of approximately RMB586.4 million, all of which had been fully utilized as of December 31, 2024. Following the completion of the placement of the November 2015 Placed A Shares, our registered share capital increased to RMB426.9 million in November 2015.

Private placement of A Shares in May 2019 In January 2019, our Company obtained approval from the CSRC for a private placement of 114,995,400 A Shares (the "May 2019 Placed A Shares"), the primary purposes of which was to fund the projects for (i) energy storage lithium-ion power battery, and (ii) high-performance lithium-ion battery for IoT application. The May 2019 Placed A Shares were priced at RMB21.74 each, which was determined with reference to the average trading price of A Shares of the Company over the 20 trading days immediately prior to the pricing date. The May 2019 Placed A Shares were placed to 4 institutional investors who are Independent Third Parties, raising net proceeds of approximately RMB2.47 billion, all of which had been fully utilized as of December 31, 2024. Following the completion of the placement of the May 2019 Placed A Shares, our registered share capital increased to RMB970.5 million in May 2019.

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

**2020年10月定向增发A股**

2020年8月，本公司获中国证监会批准，定向增发48,440,224股A股（"2020年10月增发A股"），主要目的是为以下项目提供资金：(i) 用于TWS应用的豆形锂离子电池；(ii) 用于物联网及胎压检测应用的高温锂锰电池；(iii) 方形NCM动力电池量产研发及测试中心；以及(iv) 补充营运资金。2020年10月增发A股的发行价格为每股人民币51.61元，该价格参照定价基准日前20个交易日本公司A股均价确定。2020年10月增发A股向7名独立第三方机构投资者发行，募集净资金约人民币24.8亿元，截至2024年12月31日，已使用募集资金比例为95.97%。2020年10月增发A股完成后，本公司注册股本于2020年10月增至人民币18.9亿元。

**2022年11月定向增发A股**

2022年10月，本公司获中国证监会批准，定向增发142,970,611股A股（"2022年11月增发A股"），主要目的是为以下项目提供资金：(i) 乘用车锂离子动力电池；以及(ii) 补充营运资金。2022年11月增发A股的发行价格为每股人民币62.95元，该价格参照定价基准日前20个交易日本公司A股均价确定。2022年11月增发A股向本公司控股股东，即惠州亿纬控股有限公司（EVE Holdings）、刘金成博士及罗慰敏女士发行，募集净资金约人民币89.7亿元，截至2024年12月31日，已使用募集资金比例为73.28%。2022年11月增发A股完成后，本公司注册股本于2022年11月增至人民币20.4亿元，惠州亿纬控股有限公司（EVE Holdings）、刘金成博士及罗慰敏女士分别持有本公司32.08%、3.79%及4.05%的股份。

**发行2024年第一期中期票据**

2024年4月，本公司发行了金额为人民币5亿元的2024年第一期中期票据（"2024年第一期中期票据"），期限为3年，到期日为2027年4月17日，票面利率为每年2.80%。发行2024年第一期中期票据所得款项主要用于为电池项目的生产经营采购原材料及结算采购原材料的商业汇票。

**发行2025年可转换债券**

2025年3月，为满足圆柱形磷酸铁锂储能及动力电池项目和大圆柱乘用车动力电池项目的资金需求，本公司以面值人民币100元公开发行了总额为人民币50亿元的2025年可转换债券，该等2025年可转换债券已在深圳证券交易所创业板上市。

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

Shenzhen Stock Exchange (bond code: 123254) on April 11, 2025. The coupon rate is 0.20% for the first year, 0.40% for the second year, 0.60% for the third year, 1.50% for the fourth year, 1.80% for the fifth year and 2.00% for the sixth year. The conversion period is from the first trading day after six months from the date of completion of the issuance of the 2025 Convertible Bonds to the maturity date of the 2025 Convertible Bonds, i.e. from September 29, 2025 to March 23, 2031, with the initial conversion price as RMB51.39 per A Share which is subject to continuous adjustments with reference to our Company's distribution and dividend payments as well as changes in share capital of our Company. Upon maturity, the Company shall redeem all the outstanding 2025 Convertible Bonds at 112% of its principal amount. The 2025 Convertible Bonds and A Shares issuable upon conversion pursuant to an exercise of the conversion right by bondholders are not subject to any restrictions on transfer or lock-up arrangement. The holders of the 2025 Convertible Bonds will not have any special rights attached thereto which are not generally available to other Shareholders upon [REDACTED]. During the conversion period, the Company has the right to redeem part or all of the 2025 Convertible Bonds at its principal amount together with accrued and unpaid interest, if, among other conditions, during the conversion period, the closing price of the A Shares is not lower than 130% of the conversion price for at least an aggregate of 15 trading days within 30 consecutive trading days. As of the Latest Practicable Date, the Board has resolved not to redeem any part of the 2025 Convertible Bonds.

During the third quarter of 2025, (i) an aggregate of 11,161 A Shares were converted from the 2025 Convertible Bonds. As of the Latest Practicable Date, the remaining aggregate outstanding principal amount underlying the outstanding 2025 Convertible Bonds was RMB4,998,366,577. Assuming a conversion price of RMB50.28 per A Share, which was the prevailing conversion price as of the Latest Practicable Date, the aggregate number of A Shares which may be issued upon conversion of the outstanding 2025 Convertible Bonds would be approximately 99,410,632 A Shares, representing approximately 4.79% of the total number of Shares as at the Latest Practicable Date, and approximately [REDACTED]% of the total number of Shares upon the [REDACTED] (assuming that the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans). No H Shares are issued upon conversion of the outstanding 2025 Convertible Bonds.

To the best knowledge and belief of our Company, as of the Latest Practicable Date, holders of the 2025 Convertible Bonds who are also core connected persons of our Company as defined under the Listing Rules includes Lv Zhengzhong (who is the general manager of certain subsidiaries in the Group) and his spouse, Qi Jun (who is the chief executive of a subsidiary in the Group), and the spouse of Qiao Fujun (who is the director of certain subsidiaries in the Group), holding principal amount underlying the outstanding 2025 Convertible Bonds of RMB169,600, RMB10,000 and RMB1,000, respectively. Assuming a conversion price of RMB50.28 per A Share, which was the prevailing conversion price as of the Latest Practicable Date, the number of A Shares which may be issued upon conversion of the outstanding 2025 Convertible Bonds held by Lv Zhengzhong and his spouse, Qi Jun and the spouse of Qiao Fujun would be approximately 3,373 A Shares, 198 A Shares and 19 A Shares, respectively, representing approximately [REDACTED]%, [REDACTED]% and [REDACTED]% of the total number of Shares upon the [REDACTED] (assuming that the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans).

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

ACQUISITIONS, DISPOSALS AND MERGERS

During the Track Record Period and up to the Latest Practicable Date, we did not conduct any major acquisitions, disposals or mergers that we consider to be material to us, or fall within the scope of Rule 4.05A of the Listing Rules.

OUR LISTING ON THE CHINEXT MARKET OF THE SHENZHEN STOCK EXCHANGE AND REASONS FOR THE [REDACTED] ON THE HONG KONG STOCK EXCHANGE

Since October 2009, our A Shares have been listed on the ChiNext Market of the Shenzhen Stock Exchange (stock code: 300014). Our Directors confirmed that we had no instance of non-compliance with the rules of the Shenzhen Stock Exchange and other applicable securities laws and regulations of the PRC in any material respects since our listing on the ChiNext Market of the Shenzhen Stock Exchange and up to the Latest Practicable Date and, to the best knowledge of our Directors after having made all reasonable enquiries, there was no material matter that should be brought to [REDACTED] attention in relation to our compliance record on the Shenzhen Stock Exchange. Based on the filings on the website of the Shenzhen Stock Exchange and the information available in the public domain, our PRC Legal Advisor is of the view that the above confirmation of our Directors with regard to our compliance record is accurate and reasonable. Based on the independent due diligence conducted by the Sole Sponsor and our PRC Legal Advisor's view above, nothing has come to the Sole Sponsor's attention that would cause them to cast reasonable doubt on our Directors' confirmation with regard to the compliance record of the Company on the Shenzhen Stock Exchange in any material respect.

Our Company seeks the [REDACTED] of the H Shares on the Hong Kong Stock Exchange as the [REDACTED] presents an opportunity for our Group to improve its comprehensive competitiveness and capital market capabilities, promote our market awareness worldwide, satisfy overseas financing needs and further advance its internationalization strategy. The [REDACTED] will provide an additional fundraising platform for our Company to expand its [REDACTED] base and gain access to international capital for expansion and development of our business. For more details in relation to the use of the net [REDACTED] from the [REDACTED], see "Business — Our Strategies" and "Future Plans and Use of [REDACTED]" in this Document.

EMPLOYEE INCENTIVE PLANS

As at the Latest Practicable Date, our Company has adopted the Employee Incentive Plans. No Options and RSUs under the Employee Incentive Plans will be further granted after the [REDACTED] and all granted Options and RSUs have been granted to specified individuals under the Employee Incentive Plans. For details, see "Appendix IV — Statutory and General Information — Employee Incentive Plans".

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

PUBLIC FLOAT

Immediately upon completion of the [REDACTED], assuming that (i) [REDACTED] H Shares are [REDACTED] and [REDACTED] to [REDACTED] in the [REDACTED] and (ii) the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, our H Shares to be issued in connection with the [REDACTED] will represent [REDACTED]% of our Company's total issued Shares immediately following the [REDACTED] (excluding treasury shares, if applicable), which would result in the expected market value of the total issued H Shares held by the [REDACTED] to be HK$[REDACTED], HK$[REDACTED] and HK$[REDACTED] at the time of the [REDACTED], respectively (assuming an [REDACTED] of HK$[REDACTED], HK$[REDACTED] and HK$[REDACTED] per [REDACTED], being the low end, mid-point and high end of the [REDACTED] stated in the Document, respectively). As such, it is expected that the Company will be in compliance with the public float requirements set forth under Rule 19A.13A(2) of the Listing Rules.

FREE FLOAT

Immediately upon completion of the [REDACTED], assuming that (i) [REDACTED] H Shares are issued and sold to [REDACTED] in the [REDACTED] and (ii) the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, [REDACTED] H Shares to be issued in connection with the [REDACTED] are held by [REDACTED] and not subject to any disposal restrictions. Such H Shares represent approximately [REDACTED]% of our Company's total issued Shares immediately following the [REDACTED] (excluding treasury shares, if applicable), and have an expected market value at the time of [REDACTED] of HK$[REDACTED], HK$[REDACTED] and HK$[REDACTED], respectively (assuming an [REDACTED] of HK$[REDACTED], HK$[REDACTED] and HK$[REDACTED] per [REDACTED], being the low end, mid-point and high end of the [REDACTED] stated in the Document, respectively). As such, it is expected that the Company will be in compliance with the free float requirements set forth under Rule 19A.13C(2) of the Listing Rules.

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| Entity | Ownership | |---|---| | Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | 54.41% | | EVE Power (HK) Co., Ltd. (億緯動力香港有限公司) | 100% | | Huizhou EVE United Energy Co., Ltd. (惠州億緯集能有限公司)(3) | 55.2% (held by EVE Power (HK) Co., Ltd.) / 44.8% (held by other party) | | Jingmen EVE New Energy Solutions Co., Ltd. (荊門億緯新能源系統有限公司) | 45.59% | | Huizhou EVE New Energy Solutions Co., Ltd. (惠州億緯新能源系統有限公司) | 100% | | Jingmen EVE Innovation Energy Co., Ltd. (荊門億緯創能鋰電池有限公司) | 65% | | Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司)(5) | 31.35% | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | 100% | | Ms. Luo(1) | 2.87% / 50% | | EVE Holdings(1) | 50% | | Dr. Liu(1) | 50% |

Controlling Shareholders = 37.33%

| Entity | Ownership | |---|---| | EVE Energy Malaysia Sdn. Bhd. | 100% | | EVE Battery Investment Ltd. | 100% |

OUR SIMPLIFIED CORPORATE STRUCTURE IMMEDIATELY PRIOR TO THE COMPLETION OF THE [REDACTED]

The following chart illustrates our simplified corporate and shareholding structure immediately prior to the [REDACTED], assuming that no new Shares are issued under the Employee Incentive Plans, and no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the [REDACTED], and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds:

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

| Entity | Shareholding | |---|---| | Dr. Liu(1) | 50% | | Ms. Luo(1) | 50% | | EVE Holdings(1) | — | | EVE Asia Co., Limited (億緯亞洲有限公司) | 3.12% | | Mr. Liu Jianhua (劉建華) | 0.97% | | Ms. Jiang Min (江敏)(2) | 0.02% | | Dr. Ai Xinping (艾新平)(2) | 0.01% | | Ms. Zhu Yuan (祝媛)(2) | 0.00001% | | Other A Shareholders | 61.67% | | Our Company | — |

Subsidiaries:

| Subsidiary | Ownership | |---|---| | Huizhou Jinyuan Intelligent Robot Co., Ltd. (惠州金源智能機器人有限公司) | 100% | | Wuhan Fuante Technology Co., Ltd. (武漢孚安特科技有限公司) | 100% | | Qujing EVE Energy Co., Ltd. (曲靖億緯鋰能有限公司) | 96.81% (Our Company); 3.19% (Wuhan Fuante Technology Co., Ltd.) | | Ningbo EVE Energy Lithium Battery Co., Ltd. (寧波億緯創能鋰電池有限公司) | 100% | | Huizhou EVE Innovation Energy Batteries Co., Ltd. (惠州億緯創能電池有限公司) | 100% | | Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限公司)(4) | 80% | | Other Subsidiaries(6) | 100% |

Notes:

(1) As at the Latest Practicable Date, each of EVE Holdings, Dr. Liu and Ms. Luo, being the Controlling Shareholders, pledged 270,540,000, 18,200,000 and nil A Shares held by them, respectively, to certain financial institutions in the PRC such as assets management companies and trust management companies as securities for certain financings provided by these companies to the Controlling Shareholders, representing approximately 13.92% of the total number of issued Shares.

(2) Each of the relevant Shareholders is a director and/or member of senior management of the Company. See "Directors and Senior Management" in this Document.

(3) For details, see "Financial Information — Subsequent Events".

(4) As of the Latest Practicable Date, Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限公司) is held as to 20% by Jin Kun Lun Lithium Industry Co., Ltd. (金昆侖鋰業有限公司). Jin Kun Lun Lithium Industry Co., Ltd. (金昆侖鋰業有限公司) is held as to 28.13% by our Company and 36.66% by Da Qaidam Dahua Chemical Co., Ltd. (大柴旦大華化工有限公司), a company held as to 5% by our Company and 59.73% by Mr. Zhao Penlong (趙朋龍).

(5) As of the Latest Practicable Date, Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司) is held as to 35% by Jiangsu Linyang Energy Co., Ltd. (江蘇林洋能源股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 601222). The ultimate beneficial owner of Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司) is Mr. Lu Yonghua (陸永華).

(6) Other subsidiaries including 20 subsidiaries which are wholly-owned by our Company.

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

OUR SIMPLIFIED CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF THE [REDACTED]

The following chart illustrates our simplified corporate and shareholding structure immediately following the completion of the [REDACTED], assuming that the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the [REDACTED], and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds:

| Entity | Shareholding | |---|---| | Dr. Liu(1) | 50% | | Ms. Luo(1) | 50% | | EVE Holdings(1) | Controlling Shareholders = [REDACTED]% | | EVE Asia Co., Limited (億緯亞洲有限公司) | [REDACTED]% | | Mr. Liu Jianhua (劉建華) | [REDACTED]% | | Ms. Jiang Min (江敏)(2) | [REDACTED]% | | Dr. Ai Xinping (艾新平)(2) | [REDACTED]% | | Ms. Zhu Yuan (祝媛)(2) | [REDACTED]% | | H Shareholders | [REDACTED]% | | Other A Shareholders | [REDACTED]% | | Our Company | — |

Subsidiaries:

| Subsidiary | Ownership | |---|---| | Huizhou Jinyuan Intelligent Robot Co., Ltd. (惠州金源智能機器人有限公司) | 100% | | EVE Battery Investment Ltd. | 100% | | EVE Energy Malaysia Sdn. Bhd. | 100% | | EVE Power (HK) Co., Ltd. (億緯動力香港有限公司) | 100% | | Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | 54.41% (Our Company); 45.59% (Other) | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | 100% | | Huizhou EVE United Energy Co., Ltd. (惠州億緯集能有限公司)(3) | 55.2% (Our Company); 44.8% (Other) | | Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司)(5) | 65% | | Jingmen EVE Innovation Energy Co., Ltd. (荊門億緯創能鋰電池有限公司) | 100% | | Jingmen EVE New Energy Solutions Co., Ltd. (荊門億緯新能源系統有限公司) | 100% | | Huizhou EVE New Energy Solutions Co., Ltd. (惠州億緯新能源系統有限公司) | 100% | | Wuhan Fuante Technology Co., Ltd. (武漢孚安特科技有限公司) | 100% | | Qujing EVE Energy Co., Ltd. (曲靖億緯鋰能有限公司) | 96.81% (Our Company); 3.19% (Wuhan Fuante Technology Co., Ltd.) | | Ningbo EVE Energy Lithium Battery Co., Ltd. (寧波億緯創能鋰電池有限公司) | 100% | | Huizhou EVE Innovation Energy Batteries Co., Ltd. (惠州億緯創能電池有限公司) | 100% | | Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限公司)(4) | 80% | | Other Subsidiaries(6) | 100% |

Notes (1) to (6):

Please refer to "Our Corporate Structure Immediately Prior to the Completion of the [REDACTED]" above for details.

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HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

BUSINESS OVERVIEW Who We Are We are one of the few lithium battery platform companies worldwide that lead across consumer battery, power battery and ESS battery sectors, delivering comprehensive solutions for a wide range of social and economic applications. Our operating philosophy is to foster healthy and sustainable growth, continuously creating value for our shareholders. Through 24 years of high-quality development, we have achieved leading positions in the three core business segments of consumer batteries, power batteries and ESS batteries and built a comprehensive R&D platform encompassing materials, cells, BMS and systems. Our products are widely used in smart living, green transportation and energy transition. In the era of the Internet of Everything, we leverage our multifaceted lithium battery technology route and broad application scenarios to reliably support omnipresent energy needs in collaboration with our value chain partners. As of the Latest Practicable Date, building upon our "Global Manufacturing, Global Collaboration, and Global Services" at the core of our global development strategy, we have established eight manufacturing bases and have two manufacturing bases under construction worldwide, with sales offices and branches in seven countries and regions and after-sales service network covering 24 countries and regions. We possess strong competitiveness across the consumer battery, power battery and ESS battery sectors, as evidenced by many notable achievements, including growth surpassing the industry in terms of shipment volume over the past three years. Through the interconnected collaboration and mutual reinforcement of all sectors, we believe we are well-positioned for future expansion.

Consumer batteries | Power batteries | ESS batteries Top 3 Globally | Top 5 among Chinese Manufacturers | No. 2 Globally

No. 2 among Chinese manufacturers by shipment volume of consumer battery in 2024, with a market share of 11.7% | By global shipment volume of power batteries in 2024, with a market share of 2.8% | By shipment volume of ESS batteries in 2024, with a market share of 17.2%

No. 1 Globally | No. 2 Globally | No. 1 Globally

By shipment volume of primary lithium battery in 2024 (accounting for 10.7% of the total global shipment volume of consumer batteries), with a market share of 31.1% | No. 1 among Chinese manufacturers by shipment volume of 46 series large cylindrical cells in 2024 (accounting for 0.2% of the total global shipment volume of power batteries) | By shipment volume of residential ESS cells in 2024 (accounting for 5.8% of the total global shipment volume of ESS batteries)

No. 2 Globally | No. 2 in China | 1st in the world

No. 1 among Chinese manufacturers by shipment volume of cylindrical cells for consumer applications in 2024 (accounting for 18.1% of the total global shipment volume of consumer batteries), with a market share of 34.3% | By shipment volume of power batteries for commercial vehicles in 2024 (accounting for 9.2% of the total shipment volume of EV batteries in China), with a market share of 12.2% | To achieve mass production of 600Ah+ large prismatic LFP ESS batteries

Source: Frost & Sullivan; China Automotive Battery Innovation Alliance.

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BUSINESS Our Offerings We are deeply rooted in the lithium battery sector, where our integrated R&D and market systems work synergistically to drive innovation and reinforce one another. We possess core technologies and deliver comprehensive, end-to-end solutions across consumer battery, power battery and ESS battery applications.

Telecom ESS (通信儲能) Utility ESS (電力儲能) Hydrogen Energy (氫能) Low-altitude Economy (低空經濟) Smart Medical (智慧醫療) Construction Machinery (工程機械) Gardening Tool (庭林工具) Residential ESS (家用儲能) Light Electric Vehicle (輕型動力) Commercial and Industrial ESS (工商業儲能) Passenger Vehicle (乘用車) Power Tool (電動工具) Special Vehicle (專用車) Smart City (智慧城市) Mobile Energy Storage (移動儲能) Commercial Vehicle (商用車) Marine Power (新能源船舶)

Consumer Batteries Consumer batteries are an important enabler of the Internet of Everything. We are a global leader in the consumer battery sector and ranked the third among global manufacturers of consumer batteries in terms of shipment volume in 2024 with a market share of 11.7%, with the following key advantages:

• Comprehensive technology route coverage. We have developed (i) primary lithium battery series products, including lithium thionyl chloride batteries, lithium-manganese batteries and SPC, (ii) lithium-ion battery series products, including pouch cells, bean cells and prismatic steel-case batteries, and (iii) cylindrical cell series products, predominantly 18650 and 21700, with coverage also extending to other dimensions. Our products offer performance advantages such as high energy density, high-power discharge, long lifespan, and wide working temperature ranges.

• Diversified use cases. Leveraging our deep expertise in the consumer battery sector and market insights into relevant use cases, we are able to comprehensively address energy demands across diverse social and industrial environments. Moreover, we creatively develop customized lithium battery solutions to rapidly meet the needs of emerging fields such as robots, low-altitude aircraft and smart city initiatives.

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BUSINESS Power Batteries Power batteries are the key drivers of clean energy. We have experienced rapid shipment growth in this sector and established a favorable competitive position.

•

Manufacturing process. We have built industry-leading manufacturing process capabilities, including the large cylindrical battery welding process, the ultra-thin lithium coating process, the large-format stacking process and the large cylindrical cell formation and grading process, which are designed to ensure superior quality and reliability standards.

• Quality control. Quality is the foundation of our products and we adhere to stringent international standards in our quality management processes. We have established a set of comprehensive quality control systems covering the entire product life cycle, from incoming material inspection, in-process quality control, to final product quality control, including comprehensive testing and validation processes, ensuring product quality and consistent performance.

Our Global Presence We pursue and execute a global strategy with a diversified presence across regions. We have established overseas manufacturing bases in Europe and Southeast Asia, and have made significant strides in the markets of Europe, North America and Asia Pacific. We have a total of 12 overseas offices and subsidiaries, serving customers in over 50 countries and regions. Our Strong R&D Capabilities We demonstrate a persistent commitment to research and innovation to maintain our technological leading position and drive continuous product development. • R&D teams. As of December 31, 2024, we had 6,283 R&D personnel, accounting for approximately 18.5% of our total workforce, with over 1,400 being senior R&D personnel with doctoral or master's degrees. • R&D expenditure. Our R&D expenditure for 2022, 2023 and 2024 was RMB2.1 billion (approximately RMB21亿元), RMB2.2 billion (approximately RMB22亿元) and RMB2.6 billion (approximately RMB26亿元), respectively, accounting for 5.5%, 5.1% and 4.4% of our revenue for the respective years.

• Intellectual property. As of December 31, 2024, we had 5,568 patent applications cumulatively filed, of which 3,481 patents had been granted, including 1,111 invention patents.

Our Financial Performance We have demonstrated a consistent track record of growth in both revenue and net profit. • Revenue growth. Our total revenue for 2022, 2023 and 2024 was approximately RMB38.5 billion (RMB385亿元), RMB43.3 billion (RMB433亿元) and RMB59.0 billion (RMB590亿元), respectively, representing a compound annual growth rate (CAGR) of approximately 23.9%. – 192 –

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BUSINESS

• Net profit growth. Our net profit attributable to the owners of the Company for 2022, 2023 and 2024 was approximately RMB200 million (RMB2亿元), RMB500 million (RMB5亿元) and RMB1.6 billion (RMB16亿元), respectively, representing a compound annual growth rate (CAGR) of approximately 182.6%.

OUR STRATEGIES We intend to pursue the following strategies to achieve our goals:

Continuously Enhance Technology Innovation and R&D Capabilities We will continue to promote our research and development strategies with technology innovation as the core driver of our business. We plan to continue to invest in and maintain research and development activities across multiple areas of battery technology, including materials, cells, battery systems, manufacturing processes and BMS. Specifically, (i) in terms of consumer batteries, we will focus on cutting-edge research to promote breakthrough innovations in materials, such as semi-solid state electrolyte application, solid electrolyte for use in batteries and silicon-carbon material development for superior energy density. We also plan to develop the next generation of consumer batteries with higher energy density, faster charging speed and longer usage cycle, and push forward with localized R&D in overseas markets; (ii) in terms of power batteries, we aim to achieve mass production of the 46-series large cylindrical cells for overseas customers, develop the next generation cylindrical product featuring a larger format (e.g. 46×120mm), and continue to promote our Omnicell 3.0 passenger vehicle batteries and the Open-source Battery 4.0 commercial vehicle batteries. In addition, we plan to develop the 46-series large cylindrical cells as the next-generation power batteries for power tools, construction machinery and LEV application scenarios; (iii) in terms of ESS batteries, we will continue to conduct research on longer life and higher energy density products, promote the development of higher capacity next-generation energy storage cells, conduct research on ESS system cooling, fire suppression and safety management and optimization of system level LCOE (Levelized Cost of Energy); and (iv) we will also continue to invest in the development of novel materials and emerging battery technologies such as sodium-ion batteries and solid-state batteries.

Expand Market Share by Deepening Customer Relationships and Broadening Customer Base We intend to expand our market share both domestically and internationally. Domestically, we aim to further deepen our existing customer relationships and enhance our market penetration across our business segments. Internationally, we plan to strengthen our overseas presence in Europe, North America, Southeast Asia and other regions. We plan to increase our product competitiveness in overseas markets through investment in local R&D capabilities, promotion of our technology platforms in overseas markets, and continuous

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BUSINESS

development of high-quality and competitive products. We also plan to further establish our ESS battery brand in overseas markets and develop our ESS customer base with high-quality customer resources in Asia Pacific, Europe and Americas, and replicate the success of our consumer battery business and power battery business to our ESS battery business.

Strengthen Supply Chain Management and Production Capabilities We are committed to strengthening our supply chain management and production capabilities to improve our cost-efficiency and enhance our global competitiveness. We plan to extend our production capacity by constructing and commissioning new manufacturing facilities, and continue to promote our digital factory strategy and the development of intelligent manufacturing technology through further application of AI and industrial software. We also plan to strengthen our supply chain management, including the continued use of standard parts and establishment of a stable and reliable supply chain through multi-regional sourcing strategies and dual-sourcing arrangements.

Continue to Improve Operational Efficiency We are committed to improving our operational efficiency through various measures, including (i) improving our procurement efficiency through our digital procurement platform and big data analytics capabilities; (ii) continuing to develop our lean manufacturing and flexible manufacturing capabilities to improve our production efficiency and maximize our capacity utilization; (iii) continuing to develop our digital and intelligent technology capabilities to improve the operating efficiency of our manufacturing systems; (iv) developing our own warehouse management systems and other operational efficiency tools; and (v) optimizing our cost structure to reduce our overall manufacturing costs.

Pursue Strategic Acquisitions and Partnerships We intend to use a portion of the proceeds from [REDACTED] to pursue potential strategic acquisitions, investments or partnerships that are complementary to our existing businesses and consistent with our overall development strategy. We will actively seek strategic partners, mergers and acquisitions or investment opportunities to bolster our competitive strengths across various business segments.

OUR HISTORY AND CORPORATE STRUCTURE Corporate History We were incorporated under the laws of the Cayman Islands on November 29, 2022 as an exempted company. We went through a series of share issuances and corporate restructuring exercises before this [REDACTED], details of which are set forth in the section headed "History, Development and Corporate Structure" of this document.

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BUSINESS

Corporate Structure The following chart sets out our simplified corporate structure as of the Latest Practicable Date:

[DIAGRAM]

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BUSINESS

BUSINESS OVERVIEW We are a leading global lithium battery manufacturer. We design, develop, manufacture and sell a comprehensive range of consumer batteries, power batteries and ESS batteries. In the consumer battery market, we rank among the top three globally in terms of shipment volume. In the power battery market, we have demonstrated particular strengths in powering new energy passenger vehicles, commercial vehicles, construction machinery and LEVs. In the ESS battery market, we ranked second globally in terms of shipment volume in 2024.

Consumer Batteries Consumer batteries are the batteries primarily used to power small-sized devices and equipment in people's everyday lives, such as smartphones, tablets, portable computers, wearable devices, power tools, LEVs and drones. In the consumer battery market, we have achieved significant progress and market recognition, as we are ranked among the top three globally in terms of shipment volume. In 2024, our consumer battery shipment volume was approximately 2.1 billion units. The consumer battery market can be further divided into two product categories based on their application scenarios: (i) consumer electronics batteries; and (ii) industrial consumer batteries.

Consumer Electronics Batteries Consumer electronics batteries mainly include batteries for smartphones, tablets, portable computers, wearable devices and various other consumer electronics.

Product types and core technologies

We offer a wide range of battery types for consumer electronics, including cylindrical batteries, prismatic batteries and pouch batteries:

• Cylindrical batteries: Cylindrical batteries are the most commonly used type of consumer electronics battery, featuring a standardized and well-established manufacturing process. Our cylindrical batteries are mostly used in power tools, vacuum cleaners, lawnmowers and other mid-to-large sized consumer electronics. We use various cell chemistry including lithium nickel manganese cobalt oxide (NCM), lithium iron phosphate (LFP) and lithium nickel cobalt aluminum oxide (NCA) to develop our cylindrical batteries to cater to different market demands. Moreover, we are among the few manufacturers in China that are able to produce NCA batteries at scale.

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BUSINESS

• Prismatic batteries: Prismatic batteries are typically used in tablet computers and mobile power banks. These batteries use a lamination process and feature a thin, compact structure.

• Pouch batteries: Pouch batteries are most commonly used in smartphones, portable computers, wearable devices and drones. These batteries utilize a lamination process and offer flexibility in design.

数字化。我们全面推进数字化研发、数字化管理和数字化制造能力的系统性建设，并已入选工业和信息化部首批优秀智能工厂项目名单。通过充分运用EMES制造执行系统2.0、以"三级管理驾驶舱"为支撑的数字化集团管理、"IoT+AI+Andon"以及可视化数字孪生工厂，我们正在建设先进的智能制造设施。

•

标准化。标准化长期以来是电池行业的追求，也是我们重要的生产目标。我们具备定义标准化生产流程的能力，大圆柱和大方形电芯是我们数字化与标准化制造理念的切实体现。我们认为，标准化生产能够有效提升资源配置效率、提高制造效率、减少因行业变化导致的资源浪费，并有助于推动行业健康发展。

我们的研发能力

我们是一家技术驱动型锂电池企业，专注于以电化学理论为基础的电池技术研发。

•

全面布局与前沿创新。秉承"更高、更快、更安全、更环保"的原则，我们正在研发实现高能量密度（最高达600 Wh/kg）、超快充电（最高达10C）、增强安全性（高阻燃电池）以及提升环境可持续性（零碳钠离子电池）的技术。

•

研发团队。我们已建立七个研究院，并组建了跨越电化学、材料科学、机械工程、电气与电子工程及仿真等多学科的研发团队。我们的研发人员规模超过6,000人，专注于前沿技术和新兴产品的研究、开发与部署。截至最后实际可行日期，我们已持有多项授权专利，承担了28项国家级项目，并参与制定了《电动汽车用动力蓄电池安全要求》等重要行业标准。

全球布局

凭借逾20年的全球化运营经验，我们始终以国际化视野持续打造"全球制造、全球协同、全球服务"能力。依托卓越的产品质量，我们服务于全球多个行业的领先客户，包括宝马（BMW）、梅赛德斯-奔驰（Mercedes-Benz）、捷豹路虎（Jaguar Land Rover）、三星（Samsung）、博世（Bosch）、ABB及台达电子（Delta Electronics）。

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业务

为更好地服务海外客户、响应市场需求，我们位于马来西亚的电池制造基地已于2025年建成投产，成为我们首个实现量产交付的海外工厂，计划覆盖消费电池、动力电池及储能电池全系列产品。我们位于匈牙利的制造基地目前正在建设中，定位服务欧洲市场，预计于2027年投产，为我们未来的国际业务扩张奠定基础。

截至最后实际可行日期，我们已在七个国家和地区设立销售办事处和分支机构，并在24个国家和地区设立售后服务中心，构建起全球化布局。该网络确保了与全球客户的高效连接，使我们能够为广泛的应用场景提供高质量的锂电池解决方案。

此外，我们通过CLS（合作、许可与服务）全球协同商业模式与国际合作伙伴实现协同增长，致力于推动全球绿色发展，携手共建可持续未来。

我们的财务表现

在业绩记录期内，受持续产品创新和与客户不断深化的合作关系推动，我们实现了收入的稳健增长。2022年、2023年、2024年，以及截至2024年9月30日和2025年9月30日的九个月，我们的收入分别为人民币36,303.9百万元、人民币48,783.6百万元、人民币48,614.6百万元、人民币34,049.3百万元及人民币45,001.5百万元。相应地，上述各年度/期间的毛利分别为人民币5,785.8百万元、人民币8,119.3百万元、人民币8,465.3百万元、人民币5,799.6百万元及人民币7,179.9百万元。

自2009年在深圳证券交易所创业板上市以来，我们始终致力于为股东创造价值。自上市至2024年12月31日，我们的收入复合年增长率达43.9%，净利润复合年增长率达36.4%。

我们的市场机遇

在全球电动化与智能化趋势加速演进的背景下，每块电池正日益发挥独立能量单元的功能，为整体经济效率作出实质性贡献。随着人工智能持续发展，全球能源需求快速攀升，进一步凸显了电池创新的重要性。随着电池技术不断取得突破，全球电池市场正临近关键拐点，受以下主要趋势驱动，有望迎来指数级增长：

•

万物互联的普及（包括人工智能的发展）从根本上重塑了全球能源行业的重要意义。

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业务

•

能源市場已從滿足基本需求和提供備用電源，轉向參與峰谷套利。鋰電池作為一種成熟技術，具有高能量密度、長循環壽命、低自放電及輕量化設計等特點，已成為把握這一拐點所帶來機遇的關鍵。

•

在能源市場技術快速更新、客戶需求不斷演變的背景下，只有具備全面技術實力和完善戰略規劃的企業，才能迅速響應變化中的需求。缺乏這種適應能力的企業，將面臨被新興市場趨勢所淘汰的風險。

•

作為全球少數在消費電池、動力電池和儲能電池領域均擁有深厚專業積累的企業之一，我們憑藉雄厚的技術儲備和全面的多技術路線解決方案，恰好處於把握這一歷史機遇的有利位置，使自身成為行業發展的重要推動力量。

消費電池板塊

在電動化和智能化持續推進的趨勢下，消費電池市場需求穩步增長。根據Frost & Sullivan的數據，以出貨量計，市場規模預計將從2025年的217億顆增長至2029年的551億顆，複合年增長率為26.2%。消費電池行業的商業需求多元且變化迅速，只有能夠提供廣泛解決方案並展現敏銳市場洞察力的企業，才能充分把握新興機遇。

受多元化應用需求驅動，消費電池板塊在材料、製造工藝、性能與安全性方面正經歷變革性進步，並持續向更多元化的應用場景拓展。只有具備強大技術實力和資源整合規模化能力的企業，才能獲得競爭優勢。

動力電池板塊

在政策引導和技術突破的雙重驅動下，動力電池下游需求正經歷顯著增長。根據Frost & Sullivan的數據，全球電動汽車電池出貨量預計將從2025年的1,376.4 GWh增長至2029年的3,548.3 GWh，複合年增長率為26.7%。

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業務

全球電動化趨勢加速推進，帶來廣闊的市場機遇。除乘用車外，商用車和工程機械亦是動力電池的潛力市場。主要製造商正在能量密度、充電速度和安全性方面展開競爭。標準化對於維持盈利能力、降低成本日益關鍵。大圓柱電芯更易於實現標準化，被視為未來發展趨勢。

儲能電池板塊

在市場快速擴張和技術持續進步的推動下，全球儲能行業正在快速催生新的商業形態。Frost & Sullivan的數據顯示，全球儲能電池出貨量預計將從2025年的479.2 GWh增長至2029年的1,101.3 GWh，複合年增長率為23.1%。

儲能電池對提升經濟效益的貢獻日益重要，其應用範疇已突破傳統備用電源的定位，延伸至峰谷套利，展現出巨大的市場潛力。隨著技術持續快速演進，長期運營特性可能導致技術規格要求更加嚴格。這一趨勢凸顯了全生命周期設備管理、運營與維護的重要性，從而對行業參與者提出了更高的技術能力要求。

我們的競爭優勢

我們是鋰行業領導者，提供覆蓋全應用場景和多元化技術路線的解決方案

我們在鋰電池行業取得了卓越成就，在多個產品細分領域確立了領先市場地位

我們在鋰電池行業取得了突出成就，建立了覆蓋全應用場景的多維產品體系，並在消費電池、動力電池和儲能電池領域確立了領導地位。以2024年出貨量計，在消費電池板塊，我們是全球最大的一次性鋰電池供應商，以及全球第二大消費類圓柱電芯供應商（中國製造商中排名第一）；在動力電池板塊，我們是中國第二大商用車動力電池供應商，以及中國最大的46系列大圓柱電芯供應商；在儲能電池板塊，我們是全球第二大電芯供應商，以及全球最大的戶用儲能電芯供應商。

上述成就不僅彰顯了我們在技術研發、製造和市場拓展方面的綜合實力，也反映了我們對行業發展的深刻理解及持續推動力。

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業務

我們借助覆蓋全應用場景和多元化技術路線的鋰電池解決方案，賦能萬物互聯時代

在全球能源轉型和萬物互聯時代的背景下，我們聚焦於覆蓋全應用場景和多元化技術路線的鋰電池解決方案，推動社會向綠色、智能、高效的未來邁進。

通信儲能 Telecom ESS 電力儲能 Utility ESS

Hydrogen Energy 氫能

Low-altitude Economy 低空經濟

Smart Medical 智慧醫療

Construction Machinery 工程機械

Gardening Tool 庭林工具

Residential ESS 家用儲能

Light Electric Vehicle 輕型動力

Commercial and Industrial ESS 工商業儲能

Passenger Vehicle 乘用車

Power Tool 電動工具

Special Vehicle 專用車

Smart City 智慧城市

Mobile Energy Storage 移動儲能

Commercial Vehicle 商用車

Marine Power 新能源船舶

We embed innovation across our consumer battery applications to power the Internet of Everything

We are an industry leader in consumer battery technology, we are constantly exploring emerging use cases and enhancing our market influence.

As an internationally leading consumer battery company, we possess unique advantages in the consumer battery industry. Our comprehensive use cases coverage of the battery industry helps us build a multidimensional capacity in research and development, production, and sales. Given the diverse market demands of the consumer battery industry, we can leverage economies of scale to enhance our bargaining power. Moreover, we have strong technological capabilities and independent R&D capability in key materials and core equipment.

We maintain a positive and collaborative relationship with the industry, allowing us to proactively identify market needs and innovatively propose solutions, simultaneously driving the industry's advancement. This capability is especially important in the consumer battery market with rapidly evolving demands. Our leading position is also attributed to our strict quality management and technological innovation, which have earned global market trust. We have been among the first to enter specific market segments, such as high-end international tools, and have achieved higher profits.

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BUSINESS

Our products have the following highlights:

• Our lithium thionyl chloride batteries and SPC meet the demands of emerging markets, playing a key role in the industrial automation fields that require long-term maintenance-free operation and high-precision control.

• Automotive electronics: We can satisfy the needs of automotive energy systems in an all-round way. Regarding automotive electronic solutions, our high-temperature lithium-manganese coin batteries can endure extreme operation conditions. We are the first PRC brand to achieve a large-scale supply of batteries for automotive TPMS.

• Power tools: We are the first PRC company to successfully supply products on a large scale to the international leading power tool companies. We ranked second in the global shipment of batteries for power tools in 2024. We have long-term and in-depth collaborations with the global top three power tool manufacturers, covering over 80% of the global top ten power tool companies.

We are actively exploring emerging application scenarios in the consumer battery sector:

• Robots: Our technological capabilities and development direction closely align with the needs of robot customers for high energy density, safety, fast charging, or battery swapping, and have established collaborations with many customers. In addition to the mass-produced and delivered batteries for sweeping robots, we also supply battery solutions for other robot customers in areas such as humanoid robots and robotic dogs, with some customers having completed sample deliveries and assembly. In addition, our lithium thionyl chloride batteries have been massively used in robot encoders, and other lithium-based products also have application potential.

• Low-altitude economy: We are the first PRC battery company to obtain AS9100D aerospace system certification and have the capability to provide battery solutions for eVTOL aircraft. Our technology roadmap covers both pouch and cylindrical cell formats, with excellent sales performance in the low-altitude economy sector. We have achieved mass production and delivery of batteries for commercial UAVs, such as agricultural spray UAVs. Meanwhile, we are developing lighter products with higher energy density to meet the future needs of customers in the aircraft sector. Our intelligent immersion liquid cooling system solution helps aircraft battery systems achieve a balance between thermal safety and high efficiency and is suitable for manned aircraft.

• Medical batteries: We offer comprehensive solutions with a variety of lithium battery products, including batteries for glucometers, endoscopes, and implantable devices, meeting the demands of both domestic and international markets for high-performance medical batteries. The battery products we have developed for

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BUSINESS

implantable medical devices achieve extremely low self-discharge rates and long lifespans in the constant temperature environment of the human body, with a cost reduction of 50% compared to imported batteries, benefiting thousands of patients. Additionally, our self-developed lithium-manganese batteries can be used in external defibrillators, featuring technological advantages such as long lifespan, ultra-low self-discharge rate, and millisecond-level high-energy discharge. The battery products we supply for subcutaneously implantable sensors are extremely small in size but have an energy density of up to 390Wh/L, enabling unobtrusive monitoring.

•

BUSINESS

Our innovations transcend spatial limitations in power batteries, driving the evolution of a multidimensional green economy

In the power battery field, we develop both NCM batteries and LFP batteries, and continuously pursue technological innovations in areas such as ultra-fast charging, low-temperature operation, large cylindrical format, stacking design, and system integration.

Comprehensive product solutions

We provide comprehensive solutions for our power battery customers, including:

• Pouch cells: We have been massively supplying pouch cells to Mercedes-Benz for seven years, maintaining top quality standards for years. This type of product has also been used in XPeng P7, with a current maximum mileage of over 500,000 kilometers, and its performance remains excellent.

• Prismatic NCM and LFP batteries: Our prismatic NCM and LFP batteries have been used in hundreds of thousands of EVs manufactured by XPeng, with safe operation and satisfactory performance. We have also begun to apply them in the EVs of Leapmotor, another prominent emerging company.

• Large cylindrical batteries: We have the advantage of leading technologies in large cylindrical cells. We were the first in China to establish a manufacturing facility with a capacity of 20 GWh for large cylindrical cells. Our batteries have been mass produced and installed in over 80,000 vehicles, demonstrating stable and reliable performance. The maximum mileage recorded by a single vehicle using our battery has exceeded 270,000 kilometers.

• LMFP batteries: Due to their strong energy density and low-temperature performance, such batteries have an advantage in applications for heavy trucks.

• Cylindrical LFP cells: They support low-cost power battery structuring with efficient production, with a strong competitive advantage in short-range range extension, and an evident advantage in LEV applications.

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BUSINESS

Leading technological layout

Leveraging years of experience in the lithium battery industry, we have established a leading technological layout, including:

Fast charging technology

We achieve 6C ultra-fast charging capability through improved cell material systems and electrode design, etc., realizing charging for 10 minutes to provide a range of 400 kilometers. Charging from 10% to 80% SOC takes ≤9 minutes, at the leading edge of the industry (where the industry standard is between 10–15 minutes). Moreover, under ultra-fast charging conditions, the batteries maintain a stable temperature without overheating, with a maximum temperature of less than 60°C.

Low-temperature technology

Our low-temperature technology achieves over 90% energy retention at -30°C, enabling cold starts. Under such conditions, charging from 10% to 80% SOC requires less than 24 minutes, effectively reducing the customers' waiting time during extreme low-temperature charging conditions. Furthermore, when a vehicle is parked outdoors at -20°C or below for one night (≥8 hours), the minimum battery temperature can be maintained at above 0°C, satisfying the next-day usage needs of users in cold regions who park their vehicles outdoors.

Leading position in large cylindrical cells and their systems

As the first domestic enterprise that has mass-produced and installed large cylindrical cells in vehicles, we have been engaged in cylindrical cells for over 20 years and have established more than 70 GWh production capacity of large cylindrical cells both at home and abroad. As of the Latest Practicable Date, we have achieved mass production and installation of large cylindrical cells in over 80,000 vehicles. The maximum mileage recorded by a single vehicle using our battery has exceeded 270,000 kilometers, making the cells an industry benchmark product for pioneering mass production.

Our 46-series ternary large cylindrical cells boast significant advantages such as high energy density, high production efficiency, good safety, and stable cell mechanical structure. They are installed in the "Next Generation" electric vehicle models of global leading automotive brands.

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BUSINESS

We have successfully mastered three core technologies of large cylindrical cells including standardization, zero swelling, and high strength. We also have achieved rapid adaptation of standard-sized cells across vehicles and carriers. Our cells can suppress negative electrode rebound, and are more resistant to high temperatures. Moreover, their strength is significantly higher than that of traditional aluminum shell prismatic batteries. The leading technologies we have applied to large cylindrical cells include full tab technology, directional pressure relief and explosion-proof technology, silicon-based anode technology, among others, offering technological advantages such as fast charging, high power, high safety (thermal runaway containment technology), and wide temperature range. Meanwhile, we have established a technological moat that covers patents across 15 countries worldwide, cementing our position as a leader in the field of large cylindrical cell technology.

叠片技术（Stacking technology）

We utilize a stacking process for our prismatic LFP cells, providing higher space utilization and a better electrochemical reaction interface, with the following advantages:

• Higher volumetric energy density: The neatly stacked electrode plates of the stacking process help improve space utilization. At a prismatic cell capacity level of 100Ah, the volumetric energy density is increased by 3%; at a prismatic cell capacity level of 300Ah, the volumetric energy density is increased by 5-6%;

• Improved electrochemical performance and consistency: The stacking process ensures that the positive and negative electrode plates are completely face-to-face, resulting in a more uniform and complete interface contact.

动力电池系统集成技术（Power battery system integration technology）

Currently, CTP (Cell To Pack) and CTC (Cell-to-Chassis) technologies have been fully applied in our Omnicell batteries and Open-source Batteries.

• CTP technology: Direct integration of cells into the battery pack leads to a volume utilization rate of over 70% and a system energy density of over 220 Wh/kg;

• CTC technology: Also known as "Cell-to-Chassis" technology, it involves the direct integration of cells or battery modules into the vehicle chassis or body structure, reducing the battery system height by 50%, increasing the battery capacity by 5%, and lowering the weight by 12%, with an LFP battery system energy density of 160 Wh/kg.

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BUSINESS

大规模数字化制造技术（Large-scale digitized manufacturing technology）

After over 20 years of continuous investment and refinement, we are leveraging the latest ICT (Information and Communication Technology) and lithium battery management experience to significantly improve our operational efficiency and profitability.

全场景覆盖（Full use case coverage）

We comprehensively empower industry upgrades across passenger, commercial, construction machinery, and LEV scenarios.

乘用车（Passenger vehicles）

We have launched Omnicell 2.0 for passenger vehicles. Based on fast charging and low-temperature performance, it has excellent performance and the following technological advantages:

• Bottom collision safety: The innovative bottom armor structure can withstand 1,000J of impact energy (equivalent to scraping an obstacle at approximately 70km/h), effectively preventing battery damage from chassis collisions;

• Ultra-high stiffness: We have achieved superior torsional stiffness for the battery packs, resulting in more stable cornering;

• Side static pressure bearing: The side load-bearing capacity reaches approximately 30 tons of pressure, offering a protection performance three times that specified by national standards.

商用车（Commercial vehicles）

We have launched Open-source Battery 3.0 for commercial vehicles. Our eight Open-source Battery products can precisely meet the needs of various commercial scenarios, including logistics vehicles, heavy trucks, and buses, empowering new energy commercial vehicles with "faster, lighter, longer, and more superior" standards.

• Breakthroughs in key performance: It takes just 18 minutes for our Open-source Battery products to charge from 10% to 80% SOC with the supercharging technology for heavy trucks, realizing fast replenishment. The system energy density for light trucks reaches 180Wh/kg, achieving industry-leading level of energy density. We offer batteries with a warranty of 1 million kilometers in 10 years for buses, enabling battery lifespan alignment with vehicle service life, showing an ultra-long lifespan. Our batteries can also maintain the energy efficiency at 85% in a -20°C low-temperature environment, and the charging time is reduced by 33% at -30°C, showing low-temperature performance;

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BUSINESS

• Commercial value: Our technological advantages deliver economic benefits in the field of commercial vehicles. For example, our megawatt-level fast charging technology enables heavy trucks to increase annual revenue by cutting downtime. For short-haul transportation, our ultra-fast replenishment combined with an extended range for long-haul routes results in substantial long-term fuel cost savings compared to costs for diesel.

• Safety and intelligent protection: Our battery systems pass the 300J impact test (exceeding national safety standards by two times) and the three-meter drop test (steel shield technology). Cloud-based BMS enables fault pre-warnings seven days in advance.

Construction machinery We focus our research and development efforts on modules for construction machinery, aerial work platforms, and specialized equipment, aiming to meet the demands of high-load operations, all-condition adaptability, and full-lifecycle performance. Our solutions support the electrification of the construction machinery sector, with current applications primarily in loaders, forklifts, and aerial work platforms. •

Application scenarios for construction vehicles: We utilize our proprietary top-and-bottom liquid cooling technology to meet all-temperature operating conditions, and our batteries have ultra-high strength and ultra-long lifespan, covering battery capacity requirements for conventional loaders and mining trucks;

•

Application scenarios for aerial work platforms: We employ an integrated BDU, which saves design costs and significantly improves system reliability and space utilization, covering the application requirements of elevating and aerial work platforms.

LEV The core values of our solutions lie in safety and economy: •

Safety: intrinsic safety (C46 series large cylindrical cells pass the new national standard needle penetration test); active protection (anti-tampering system prevents illegal modifications); passive defense (IP67 protection, enclosure rupture and water ingress detection, and alarm system);

•

Economy: compared to lead-acid batteries, our cells offer a cycle life of 4,000 cycles (with capacity retention ≥70%), reducing the cost per cycle by 79%. Energy output per unit volume is doubled. LMX technology enables wide-temperature operation (-35°C to 60°C) and 1-hour fast charging, improving operational efficiency by 20%.

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BUSINESS BMS technology for the power battery system Through continuous R&D investment and technological innovation, we have established industry-leading BMS capabilities. Our BMS technology employs a platform-based architecture, enabling rapid adaptation to various application scenarios with different power systems and configurations. This technology features real-time voltage monitoring, accurate temperature and electric current detection, a comprehensive fault diagnosis and protection mechanism, and active bidirectional cell balancing technology to ensure cell safety and extend the overall lifespan of the battery system.

Our ESS batteries break the energy-time barrier, building a clean and better future together Our rapid growth and leading market position in the ESS battery sector stem from our deep understanding and insights into energy storage technology.

Key product advantages

Safety by design Safety by design is our core philosophy and guiding principle. To ensure absolute reliability of energy storage systems, we have established a comprehensive, multi-layered triple safety protection system: •

Intrinsic cell safety: We employ a double-layer ceramic separator coating technology, which offers exceptional thermal stability, effectively preventing internal short circuits in cells under high temperatures, extending the time before thermal runaway by 40% and enhancing intrinsic safety.

•

Smart sensing technology: Utilizing high-precision sensor chips, we monitor real-time parameters such as internal cell temperature, air pressure and internal impedance, which are critical to cell safety. Combined with algorithms, this technology precisely identifies sub-healthy batteries and issues an early warning 15 minutes in advance.

•

Precision fire protection: The battery system incorporates a built-in fire suppression module within the battery pack, designed to enable rapid response in the event of thermal anomalies. Compared to conventional systems, it allows for earlier detection. It can achieve precise detection and positioning and single-point spraying for targeted fire extinguishing, ensuring timely and reliable fire response.

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BUSINESS Long lifespan Our ESS products can achieve a cycle life of over 10,000 times, leading the industry. To achieve ultra-long lifespan for energy storage systems, we focus on core technological innovations including the following: •

Long cell life: Advanced process design ensures ultra-uniform stress distribution within the cells, significantly extending the service life of the cells to over 10,000 cycles.

•

Thermal management design and operation strategy: Through an innovative dual-sided liquid cooling (top and bottom) design and the thermal management control strategy, we reduce the maximum temperature and vertical temperature difference of a single battery cell by 5°C, and control the internal temperature difference of the battery pack within a very small range of 2°C. This technological advantage can greatly improve the cycle life (from 8,000 cycles to over 10,000 cycles) and safety of the energy storage system.

•

Smart energy balancing technology: Precisely identifies packs with voltage deviations and locates abnormal cells. Through active and passive balancing technology in the BMS, it increases the efficiency of recharging or power transfer. The system's capacity utilization rate is increased by over 60 kWh, thereby extending the system's cycle life.

这三大支柱协同构成行业领先的长寿命技术平台，在长周期储能市场中确立了核心竞争优势。

**智能化**

我们认为，智能化是储能电池未来发展的核心方向。我们率先在每颗电芯内部集成微型传感器，实现实时自诊断、自主状态感知及主动异常上报。这是电池行业首次将电芯内部温度、气压等关键物理参数实现可视化与数字化。通过对每颗电芯状态的持续监测与数据溯源，我们将故障检测从系统层级下沉至单体电芯，显著提升了预测性维护能力及整体系统可靠性。

**大型电池**

我们在储能技术领域率先提出大型电池理念并实现量产，采用先进技术（包括叠片技术）在提升安全性的同时扩展内部空间。我们创新推出"大块头"超大型电池，通过采用超大容量电芯简化储能系统，将同等规模电站系统的数据采集点数量减少一半，并将储能电站全生命周期运维成本降低30%。此外，我们的叠片技术在优化电池应力管理的同时提升了空间利用率和材料密度，进一步增强了储能系统的稳定性与可靠性。

• **CTP集成技术**：电芯直接集成至电池包。借助大型电芯，在相同结构平台上电池箱的电力容量提升5%，实现降本。储能系统能量效率提升0.17%。

• **模块化系统设计**：通过标准化、模块化设计，提高单位面积能量密度。对于200MWh电站，可减少约5%的土地占用。

**综合集成能力**

依托自主创新研发的三大核心技术——EMS（能量管理系统）、PCS（电力转换系统）及BMS（电池管理系统），我们构建了卓越的综合集成能力，为客户提供储能系统整体解决方案。

我们的EMS融合数据分析与毫秒级全网响应能力，实时感知电网负荷、新能源发电功率及储能状态的变化。在智能决策引擎的指导下，EMS实现精准充放电操作，最大化每一度电的经济价值。

我们的BMS具备可配置双向电芯均衡功能。在交流侧，我们自主研发的PCS-BMS一体化设计实现了串型交直流统一架构，具备构网型能力。该设计支持与全球10余家第三方集成交流升压舱兼容的通信协议，并已应用于国家级示范电站。

**储能应用场景全覆盖**

随着电信储能领域电动化进程加速，我们为电信基站提供高循环性能、高性价比的定制化解决方案，致力于推动电信储能系统的电动化进程。

在支撑新型电力系统之外，工商业储能领域，我们的储能产品适用于分布式电站、工业园区、智慧楼宇、社区及光储充一体化枢纽。值得关注的是，我们的产品在保障支撑AI及大数据模型运算的数据中心稳定供电与快速发展方面发挥着关键作用。

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**业务**

在新能源船舶领域，我们的大型方形电芯技术天然适配电动船舶推进系统，助力绿色航运发展。2024年，我们按出货量计位居全球新能源船舶电池供应商第二位。我们早在2016年即获得中国船级社（CCS）认证，参与航运行业标准制定，并参与多个标志性项目：中国首艘2240千瓦时大型纯电动商业客船"君旅"在武汉下水；中国首艘5161千瓦时纯电动港口拖轮在连云港建造；中国首艘自主设计建造的2000吨级新能源集散两用船（在浙江长兴交付），搭载我们提供的3400千瓦时磷酸铁锂电池。

**我们为客户提供全面的电池解决方案**

基于我们对锂电池行业的深度理解、对下游应用领域的长期洞察，以及我们覆盖消费类电池、动力电池和储能电池应用的罕见全行业综合应用场景技术平台，我们具备"全能电芯枢纽"的能力。

例如，我们是少数能够制造电动汽车所需大多数电池产品的企业之一，涵盖动力电池、低压电池及汽车电子产品。以下图示展示了我们为汽车电子用户提供综合解决方案的能力。

电子车牌 | eCall | T-box | 12V电池系统 | 车辆安全 | ETC | 动力电池

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智能车钥匙 | GPS/追踪 | 48V电池系统 | 胎压监测系统（TPMS）

业务

与全球行业领先者建立持久合作关系，推动技术前沿发展，塑造创新未来

与多元应用场景中的顶级客户建立合作关系，打造行业标杆案例，推动规模化应用

我们已证明能够与行业领先客户维持长期合作关系，持续赢得其信任与认可。通过这些持久的合作关系，我们推动了协同增长，并为整个行业的发展作出贡献。我们与全球前三大电动工具制造商均保持长期深入合作，与全球前十大电动工具制造商中逾80%建立了合作关系。在新能源汽车领域，我们与全球前二十大乘用车供应商中逾60%开展合作，充分体现了我们全球客户群的深度与广度。

客户策略

我们首先通过提供先进高性能产品，优先开拓某一市场中的顶级客户，从而建立稳定的长期合作关系。这一策略使我们能够在更广泛的客户群体中复制成功经验，进而在各业务板块内培育稳健的客户组合。例如，在电动工具业务发展初期，我们与全球前三大电动工具制造商建立了深度长期合作关系。这些合作关系使我们在该领域积累了深厚的技术与产品实力，进而得以快速拓展客户群，与更多行业参与者建立合作关系。

顶级客户合作关系

凭借在消费电池、动力电池及储能电池领域的深入探索，我们已建立起覆盖众多知名客户的广泛网络。

• 我们的消费电池客户包括三星（Samsung）、博世（Bosch）及小米（Xiaomi）等。

• 我们的动力电池客户包括：

o 乘用车领域：宝马（BMW）、梅赛德斯-奔驰（Mercedes-Benz）、捷豹路虎（Jaguar Land Rover）、小鹏汽车（XPeng）及零跑汽车（Leapmotor）等；

o 商用车领域：三一重卡（SANY Heavy Truck）及远程新能源商用车（Farizon Auto）等；

o 工程机械领域：中联重科（Zoomlion）及杭叉集团（Hangcha Group）等。

• 我们的储能电池客户包括中国移动（China Mobile）、ABB、台达电子（Delta Electronics）及中国南方电网（China Southern Power Grid）等。

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业务

长期稳定的合作关系

我们致力于为客户创造价值，通过与知名行业领导者建立长期、深入、互利共赢的合作关系，赢得其信任与支持。这些合作关系的深厚程度已通过屡获众多重量级客户奖项得到持续印证，充分体现了我们对卓越品质和以客户为中心的创新精神的坚守。

• 捷豹路虎（Jaguar Land Rover）2025年JLRQ全球质量卓越奖——捷豹路虎全球供应商绩效管理体系中的最高荣誉

• 东风商用车（Dongfeng Commercial Vehicles）2024年最具潜力合作伙伴奖

• 小米（Xiaomi）2024年最佳合作伙伴奖杯

• 小鹏汽车（XPeng）2023年优秀供应商奖

• 连续多年在国际领先整车企业供应商满意度评比中获得满分评级

标杆合作案例

我们与客户携手合作、共同成长。通过我们的创新解决方案，客户能够优化其产品以获取利润，同时也为我们创造了更广阔的市场机遇。

• 在消费电池领域，通过分析某领先电动工具客户的多元化需求及产品特性，我们充分发挥自身技术专长与市场经验，主动提出多项针对其产品特点量身定制的创新解决方案。例如，该客户的产品历来主要采用18650电池。注意到其对更长续航的需求后，我们向该客户推荐了21700电池及圆柱形磷酸铁锂电芯。这帮助其产品实现了更优异的续航表现和更高的性价比，使产品使用更加灵活，并在市场上广受欢迎。

• 在动力电池领域，我们的大圆柱电芯已成为某顶级国际汽车企业下一代电动汽车车型的首发搭载电池。这些电芯已实现量产并装车超过80,000辆，展现出稳定可靠的性能。搭载我们电池的单车最高行驶里程已超过270,000公里，助力客户实现产品升级，带来更高的安全性、更长的续航里程及更快的充电能力，最终为消费者创造更优越的驾驶体验。

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业务

• 在储能电池领域，我们的628Ah超高容量电芯"大铁柱"于2024年12月实现量产，是行业内首款容量超过600Ah的量产电芯。"大铁柱"5MWh系统使电站运维更加便捷，有效降低了电站全生命周期的人工运维成本，为业主创造了切实的长期效益。截至2025年5月，"大铁柱"在湖北荆门的示范项目已稳定运行逾10个月，效率超过95.5%，最大限度地实现了每度电的价值。

BUSINESS

Committed to Technological Innovation and Independent R&D to Develop Globally Competitive Reserves of Advanced Technologies

We possess a leading multidimensional R&D system and innovation capabilities

Multidimensional R&D system

Based on electrochemical theory and centered on battery technology, we have established a leading multidimensional R&D system. As of the Latest Practicable Date, through the setup of seven research institutes, we have formed an interdisciplinary R&D team encompassing electrochemistry, materials, mechanical engineering, electronics & electrical engineering, simulation, and other fields, with over 6,000 R&D personnel covering the development and implementation of cutting-edge technologies and new products. Our strategically deployed R&D system covers the entire industrial chain from lithium battery raw materials, lithium battery production and manufacturing to application scenarios, enabling rapid transformation from theory to practice when addressing emerging application scenarios. Moreover, it allows us to proactively identify pain points in application scenarios and propose differentiated solutions, facilitating product iteration in downstream industries.

Synergy in lithium battery technology R&D across a comprehensive range of use cases

We possess complete technological reserves in consumer batteries, power batteries, and ESS batteries. By establishing comprehensive use cases lithium battery service capabilities, we achieve technological synergy and complementary advantages across these fields. For instance, our over 20 years of R&D and manufacturing experience in primary lithium battery cylindrical systems has played a leading role in subsequent large cylindrical cell R&D. The longevity requirements in consumer applications have driven us to develop battery lifespan simulation models and prediction mechanisms, which can be replicated in our research for power batteries and ESS batteries. Meanwhile, our research in smart battery technology not only integrates the technical advantages of primary lithium batteries as independent power sources, but also enhances their synergy with power batteries and energy storage systems, promoting innovation and implementation of multi-scenario battery solutions.

We Continuously Develop Cutting-edge Technologies to Meet Next-generation Application Requirements

We actively explore the concept of "higher, faster, safer, and more environmentally friendly" to continue product development and strategic planning, possessing industry-leading technological reserves.

Energy density

In the high specific energy direction, we have achieved important breakthroughs in the research and development of silicon-carbon anodes and lithium metal anodes. Products based on silicon-carbon anodes have achieved an energy density of 400Wh/kg with a cycle life

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BUSINESS

Smart manufacturing integration: We have built an integrated digital factory based on a 5G+industrial IoT architecture, implementing unified integration and management of OT/IT data (including, but not limited to, equipment, materials, energy, quality, logistics, and safety). We have also established a battery traceability system covering 100% of all processes and cells, ensuring the traceability of the entire product lifecycle. Our cell appearance detection system achieves a defect recognition rate exceeding 99.99%, with automated production line rates reaching 95% or above.

•

Intelligent equipment and process development: We have developed a number of proprietary core production equipment items, covering multiple key processes in lithium battery manufacturing. We have achieved precise control in critical processes such as tableting, winding, and electrolyte injection, reducing fluctuations in key process parameters. We have also successfully developed and deployed multiple high-speed automated equipment items, helping to significantly reduce costs while simultaneously improving product quality and production efficiency.

Our Core Competitive Advantages in Overseas Markets

We have established a significant presence in overseas markets, particularly in Europe, through deep engagement and extensive experience. We have successfully obtained battery certification from international authoritative organizations including UL (Underwriters Laboratories) and TÜV (Technischer Überwachungsverein), validating our technical standards and product quality. Our power battery products have secured design wins from multiple top international automobile OEMs, and our consumer battery products are supplied to world-renowned consumer electronics brands. In terms of overseas manufacturing, we have established a joint venture factory in Malaysia and are actively planning and developing manufacturing bases in Hungary and the United States. In addition, we are actively building supply chains that meet the local compliance requirements of different countries and regions, such as those stipulated in the European Union Battery Regulation (EUBR), to support our customers' compliance needs and help them maintain their competitive edge in local markets.

SALES AND MARKETING

Overview

We have built a comprehensive marketing and sales system. Our sales team has an in-depth understanding of the industry and customer needs, enabling us to provide comprehensive and professional full-lifecycle services to customers. We conduct regular business reviews with our customers and maintain smooth communication channels to ensure we are consistently aligned with customers' product planning and demand forecasts, thereby facilitating rapid responses to customer needs. We also have dedicated account teams for major customers to provide refined and customized services. In terms of customer development, we identify potential customers through diverse channels — including exhibitions, industry conferences, business referrals, and direct outreach — and subsequently build long-term stable cooperative relationships with customers through capability demonstrations, sample testing, and technical communication.

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Full Lifecycle Digital Management System

Through years of development, we have established a large-scale model encompassing all production elements, enabling the prediction and validation of technical indicators, thereby improving quality and efficiency throughout production. At the same time, we have built a comprehensive quality traceability system covering the entire process from raw material input to product shipment, ensuring full lifecycle traceability of our products.

Lithium Battery Manufacturing Synergy Across a Comprehensive Range of Use Cases

We possess the capability to manufacture lithium batteries across all product scenarios, enabling technical interconnectivity and synergistic development across our product lines. In the production of power battery products, we have accumulated experience in high-precision manufacturing and stringent environmental standards. Based on this, we have extended relevant manufacturing and management technologies to the production of consumer and ESS batteries, thereby optimizing and enhancing production processes across all lithium battery segments. At the same time, leveraging the rigorous control standards developed in primary lithium battery production with respect to moisture, dust, and burrs — such as maintaining a dew point of below -40°C and controlling dust levels to Grade 5 — we have applied these high standards to the production of lithium-ion and power batteries. This cross-product-line technical synergy significantly improves process consistency and product reliability.

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BUSINESS

发展全球业务运营以推进我们的国际战略

全球制造

我们具备全球制造能力，我们的布局主要以上下游资源整合为核心。截至最后实际可行日期，我们在全球范围内运营八个制造基地，并有两个制造基地正在建设中。在国内，我们的产能布局涵盖惠州、湖北、江苏、四川、云南及浙江。在国际方面，我们是业内最早实施全球制造战略的企业之一。我们已在马来西亚建立制造基地，并正积极推进匈牙利制造基地的建设工作。我们位于马来西亚的电池生产设施已于2025年开始量产，标志着我们首个海外制造基地实现量产与交付。未来，该设施计划生产消费电池、动力电池及储能电池领域的全系列产品。我们目前正在匈牙利建设的制造基地预计产能为30 GWh，预计于2027年投产，使我们能够更好地服务欧洲地区的客户订单，并为我们未来的国际业务扩张奠定基础。通过推进马来西亚和匈牙利海外制造基地的发展，我们已在亚洲建立了稳固的据点，同时将服务触角延伸至全球。这使我们能够提供覆盖全面应用场景的具有全球竞争力的锂电池解决方案，并助力全球绿色可持续发展的推进。

全球协同

通过我们的CLS全球协同管理模式，我们借助技术支持、联合研发及服务协助构建国际产业协同网络，有效提升我们的产业链布局，并推动持续的技术迭代。CLS全球协同管理模式以轻资产方式与全球合作伙伴开展合作，在为我们创造收益的同时，与合作伙伴共同成长。这形成了合作共赢的生态系统以及长期可持续发展的路径。通过全球协同，我们在技术授权、市场拓展及资源整合方面实现了协同效应，从而为我们的全球业务拓展提供了有力的战略支撑。

全球服务

我们已建立能够为全球客户提供支持的销售及售后服务体系。通过贴近客户、快速响应，我们持续提升全球服务能力。截至最后实际可行日期，我们已在全球七个国家和地区设立销售办事处及分支机构，并在24个国家和地区设立售后服务中心，使我们能够高效连接全球客户，并提供覆盖全面应用场景的高质量锂电池解决方案。

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BUSINESS

Building a Closed-Loop Ecosystem Across the Entire Industry Chain to Become a Full Lifecycle Manager of Lithium Battery Manufacturing

We actively deploy across the upstream and downstream segments of the industry chain to ensure the security of supply and cost control of key battery materials. At the same time, this deepens our understanding of lithium battery material systems and facilitates product iteration. We have now established a comprehensive industry chain layout spanning from nickel, cobalt, and lithium resources to battery materials, battery production, recycling, and remanufacturing.

We are continuously advancing in-depth strategic cooperation with upstream players. Through joint ventures, acquisitions, and equity investments, we have achieved a rare full industry chain coverage from mineral resources to lithium battery materials. We strengthen the supply of critical nickel and cobalt raw materials through the Huafei Nickel-Cobalt Project in Indonesia by our associate, PT. Huafei Nickel Cobalt ("Huafei").

We actively respond to the green development strategy by building a sustainable circular economy system encompassing "battery manufacturing — battery use — battery recycling — regenerative utilization — material regeneration" through technological innovation and industrial deployment. We were awarded the First Prize of the Science and Technology Progress Award by All-China Environment Federation in 2025, and officially launched the "EVE Energy Global Lithium Battery Recycling Platform" in June 2025.

Visionary Management Team and Distinguished Scientists Driving Our Global Competitiveness

Our founder, Dr. Liu Jincheng, is a prototypical entrepreneur with both top-tier academic achievements and forward-looking strategic vision. He studied under Professor Zha Quanxing, a founding figure in electrochemistry and a renowned academician of the PRC Academy of Sciences known for his groundbreaking work in electrode process dynamics. Dr. Liu Jincheng has been deeply engaged in the battery technology field for nearly 40 years. As a senior expert and certified senior engineer in the battery industry, he is a recipient of the special allowance of the State Council and serves as an adjunct professor and board member at Wuhan University. Over the course of his career, he has received numerous prestigious honors, including the Second Prize for Scientific and Technological Progress from the Ministry of Machinery and Electronics Industry (国家机械电子工业部), the China Excellent Patent Award, and the First Prize for Scientific and Technological Progress in Guangdong Province. In the course of driving our global growth and expansion, Dr. Liu Jincheng has played a critical role through his outstanding strategic insight, precise grasp of industrial dynamics, and deep, accumulated industry experience. Since our conception in 2001, Dr. Liu Jincheng has overseen all aspects of strategic planning. He personally led the team to break foreign monopolies in primary lithium battery technology, initiated multiple technology pathways, and provided full-spectrum, full-product power battery solutions. He also pioneered directions for cost reduction and optimization in energy storage systems, promoting a shift in the industry from price-based competition to performance-driven development.

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BUSINESS

在刘金成博士的领导下，我们汇聚了一批顶尖行业专家，构建了强大的人才矩阵，持续推动以创新为驱动力的增长。艾新平博士是武汉大学化学与分子科学学院的教授及博士生导师，长期从事锂离子电池负极和正极材料、安全技术及高比能技术研究，已发表学术论文80余篇。朱媛女士专注于锂电池技术近20年，带领研发团队攻克了众多技术难题，提交专利申请逾260件，主导制定了三项国家标准，完成了四项省部级以上项目，实现了五项科技成果的产业化，并有七款产品被认定为省级高新技术产品。她曾荣获省优秀专利奖、省科技进步一等奖及众多其他荣誉。此外，她作为项目负责人，参与建立了锂电池关键技术与材料实验室，并在相关领域发表了多篇论文。

我们始终秉承独特的人才发展理念，积极引进新能源、化学、电子信息等领域的优秀专业人才。在内部，我们建立了完善的培训体系，并设立了专属的研究与培训学院。针对不同岗位类型，我们制定了定制化、多元化的职业晋升路径，为员工提供广阔的成长与晋升机会。这一强大的人才矩阵不仅巩固了我们在行业中的领先地位，也为持续创新和全球发展奠定了坚实基础。在管理团队的领导下，我们在稳步扩大国内市场份额的同时，积极开拓国际市场机会，不断提升在锂电池领域的全球竞争力。

我们的战略

通过战略性产能扩张深化全球战略，以满足全球客户需求

我们将继续推进"全球制造、全球协同、全球服务"的全球化战略，加快国际产业布局。以深化本地化运营、快速响应客户需求为核心，我们致力于拓展并稳固海外市场。

在欧洲，我们已投资建设位于匈牙利德布勒森的匈牙利项目，该项目将向全球顶级汽车客户供应乘用车大圆柱电芯，预计于2027年投产。该项目将显著提升我们在欧洲市场的交付能力。在亚洲及其他全球市场，我们计划将马来西亚工厂打造成具有全球覆盖能力的多场景锂电池制造基地，并持续扩大其产能。在另一境外合资项目中，我们协助合作伙伴提升产能，并

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BUSINESS

The following table sets forth a breakdown of our revenue by product type, in absolute amounts and as percentages of total revenue, for the years/period indicated:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands except for percentages) |

technical capabilities while obtaining technology licensing fees. By leveraging our global supply chain layout, we will continuously enhance supply chain stability and cost efficiency, thereby strengthening our global business competitiveness.

In addition, we have established a comprehensive, multi-tiered overseas talent development system to empower both expatriate and local teams. Through customized training programs, professional skills development plans, and cross-regional exchange platforms, we are continuously internationalizing our workforce — cultivating global vision and cross-cultural adaptability — to provide robust talent support for our global market expansion.

Increasing R&D Investment to Continuously Enrich Cutting-Edge Technology Reserves and Broaden Product Applications

We will remain committed to R&D and technological innovation-driven growth, continuing to enhance our reserves of cutting-edge technologies and extend our product portfolio.

We will continuously increase R&D investment with a focus on emerging application scenarios and a deep commitment to core technological innovation. In key sectors such as power tools, robots, low-altitude economy, and medical batteries, we will further optimize product performance and enhance the diversity and adaptability of our technical solutions. For example, we will continue to develop products with high energy density, high power output, and ultra-fast charging capabilities, delivering innovative battery solutions for eVTOL aircraft and UAVs to advance the low-altitude economy. In the medical field, we are the only company in China with R&D capabilities for implantable medical device batteries, and we will continue to invest in developing high-performance, high-reliability, and long-lifespan battery solutions for medical applications. Going forward, we will continue advancing all-solid-state batteries and food-grade safe batteries for atomizers, comprehensively meeting consumer market demand for high-performance batteries.

In terms of solid-state battery technology, we have already established R&D efforts around lithium-metal secondary batteries and solid/semi-solid-state batteries to meet future demand in mid-to-high-end consumer battery, power battery and ESS battery markets. Our all-solid-state batteries have completed the development of small pouch cell assembly processes, and a pilot production line with a capacity of 100 MWh is expected to be operational in 2025. We plan to launch high-power solid-state batteries primarily for hybrid electric vehicles and gradually achieve commercialization of high-specific energy all-solid-state batteries with energy density reaching 400 Wh/kg.

In the field of ESS batteries, we will continue to focus on large prismatic batteries, developing and mass-producing new large-format ESS batteries, and offering comprehensive solutions from cells to BMS. These will be applied across grid, commercial and industrial, and residential ESS scenarios, further solidifying our leadership in the energy storage market.

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BUSINESS

Looking ahead, we will continue to strengthen our R&D capabilities and enrich our technological reserves in areas such as long lifespan and ultra-long lifespan and high energy density research. This will ensure our sustained technological leadership across consumer batteries, power batteries, and ESS batteries. Meanwhile, we will actively promote the standardization of the industry, facilitate the large-scale application of relevant technologies, and contribute to sustainable development and the creation of social value.

Driving Growth through Global Collaborations

We plan to further drive our international market expansion through the CLS global collaborative management model, embedding ourselves more deeply in overseas markets and building deep-rooted relationships with local customers through a "synergistic growth" approach. Through technology licensing, joint R&D, and service support, we will help our partners enhance their production capabilities and technical standards. At the same time, by leveraging the CLS model's asset-light nature, we will effectively mitigate overseas investment risks. This model enables us to empower our customers while generating stable returns and further strengthening customer relationships and market competitiveness. It also allows us to effectively mitigate international trade risks and enhance our global industry reputation.

OUR BUSINESS MODEL AND PRODUCTS

We are one of the few companies globally dedicated to the research and development, production, and sales of (i) consumer batteries, (ii) power batteries, and (iii) ESS batteries. The use cases of our products extend comprehensively across land, sea, and air. We have operated in the lithium battery industry for over 20 years, possessing strong capabilities in technological research and development. Since our inception, we have continuously led efforts to explore cutting-edge technologies in the lithium battery field and made various contributions to the industrialization of advanced technologies.

Below sets forth an illustration of our comprehensive product offering, showcasing key products from each of our product categories:

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BUSINESS

The following table sets forth a breakdown of our revenue by product type, in absolute amounts and as percentages of total revenue, for the years/period indicated:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | (RMB in thousands except for percentages) | | | | |

Consumer batteries           Power batteries             ESS batteries              Others(1)                

8,513,451 18,250,702 9,432,103 107,692

Total                  

36,303,948 100.0% 48,783,587 100.0% 48,614,557 100.0%

23.5% 8,362,121 50.3% 23,983,868 26.0% 16,340,210 0.2% 97,388

17.1% 10,322,161 49.2% 19,167,242 33.5% 19,026,922 0.2% 98,232

21.2% 39.4% 39.1% 0.3%

8,257,656 19,606,957 17,068,656 68,249

18.3% 43.6% 37.9% 0.2%

45,001,518 100.00%

Note: (1)

Primarily includes interest income from loans to an associate, PT. Huafei Nickel Cobalt, to facilitate its funding of production capacity expansion. For details, see Note 22 to the Accountants' Report in Appendix I to this document.

Our business operation exhibits certain seasonality. Driven by increased sales of EVs in the second half of the year, we generally recorded higher revenue and sales volume of power batteries in the second half of each year.

The following table sets forth a breakdown of our sales volume and average selling prices by product categories for the years/periods indicated:

The following table sets forth a breakdown of our sales volume by product type for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | Sales Volume | 2022 | 2023 | 2024 | 2024 | 2025 | | Consumer batteries (billion units) | 1.2 | 1.5 | 2.1 | 1.5 | 1.6 | | Power batteries (GWh) | 17.1 | 28.1 | 30.3 | 20.7 | 34.6 | | ESS batteries (GWh) | 11.9 | 26.3 | 50.4 | 35.7 | 48.4 |

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BUSINESS

The following table sets forth a breakdown of our average selling price by products for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | Average Selling Price | 2022 | 2023 | 2024 | 2025 | | Consumer batteries (RMB per unit) | 6.9 | 5.7 | 5.0 | 5.1 | | Power batteries (billion RMB per GWh) | 1.1 | 0.9 | 0.6 | 0.6 | | ESS batteries (billion RMB per GWh) | 0.8 | 0.6 | 0.4 | 0.4 |

For a detailed analysis of our sales volume and average selling prices, see "Financial Information — Principal Components of Our Consolidated Statements of Profit or Loss — Sales Volume and Average Selling Price."

The following table sets forth our customer retention rate for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | Customer retention rate(1) (%) | 2022 | 2023 | 2024 | 2025 | | | 86.9 | 87.1 | 89.6 | 92.9 |

Note: (1)

Customer retention rate is the percentage of the total revenue contributed by customers who contributed to our revenue in both the current and the previous years/periods divided by the total revenue from the current year/period.

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BUSINESS

Consumer Batteries

We launched our consumer battery business in 2003. We are a pioneer in the development, production and sales of consumer batteries in China and have enjoyed a first-mover advantage by virtue of our extensive experience gained from primary lithium battery production. We have since expanded into multiple market verticals, establishing business relationships with renowned market players across these industries, including Samsung, Xiaomi and Bosch.

According to Frost & Sullivan:

• We were among the top three global suppliers and second-largest Chinese supplier of consumer batteries by shipment volume in 2024, with a market share of 11.7%;

• We were the largest global supplier of primary lithium batteries by shipment volume in 2024 (accounting for 10.7% of the total global shipment volume of consumer batteries), with a market share of 31.1%;

• We were the second-largest global supplier and largest Chinese supplier of cylindrical consumer batteries by shipment volume in 2024 (accounting for 18.1% of the total global shipment volume of consumer batteries), with a market share of 34.3%;

• We are the first company in China to achieve mass supply of batteries for TPMS.

Our consumer battery products primarily comprise primary lithium batteries, small lithium-ion batteries, and cylindrical cells. Our consumer battery products offer numerous distinguishing features such as high reliability, high energy density, long lifespan, wide operating temperature range and high power output. The customers of our consumer batteries mainly operate in the consumer and industrial sectors, and cover a wide range of vertical markets, including traditional areas such as smart meters, power tools and automotive electronics. We are also innovating our consumer battery solutions for emerging areas such as IoT, low-altitude drones, robots and medical devices. In this era of digital transformation, our consumer batteries enable the Internet of Everything.

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BUSINESS

The table below sets forth certain details of our consumer battery products:

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | Primary lithium batteries | Li-SOCl2 batteries | • Wide operating temperature range: -60°C/+85°C, up to +150°C via special design • High specific energy density: 650Wh/kg • Long lifespan • High and stable voltage: nominal voltage is 3.6V; stable operating voltage • Low self-discharge rate: less than 1% after one year storage at +20°C | • Smart meters • Everyday electronics, such as pet trackers • Automotive electronics • IoT • Smart security | | | Li-MnO2 batteries | | |

• Super high C-rate discharge capability: maximum pulse current up to 4,000mA • High capacity: nominal capacity up to 3,000mAh, specific energy up to 400wh/kg • Low self-discharge rate: annual self-discharge rate < 1% • Long lifespan • High safety and reliability • Ultra-wide operating temperature range: cylindrical type (-40°C~+85°C), coin type (-40°C~+150°C), pouch cell (-40°C~+60°C)

• Smart meters • Everyday electronics, such as POS machines and electronic shelf labels (ESL) • Automotive electronics, such as TPMS • IoT • Smart security • Medical devices

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BUSINESS

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | SPC Small lithium-ion batteries | Pouch cells | | |

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| Key Features and Specifications | Main Use Cases | |---|---| | • Instant large current discharge ability: as high as 10C pulse discharge current at extreme temperature • Ultra-wide temperature range of pulse discharge: -45°C~+90°C • Extremely low self-discharge: leakage current is less than 5µA • mΩ level DCIR: very low direct current (DC) internal resistance • High safety and reliability: UN38.3, UL1642, AEC-Q200 • Long lifespan | • Smart meters • Everyday electronics, such as smart trash bins • Medical devices • Smart transportation ETC • Smart logistics tracking systems | | • High power capability: up to 30C discharge • Outstanding fast charge performance: 3-10C fast charge capability • Long cycle life • High safety: capable for UL1642, IEC62133, CQC, KC, PSE, BIS, UN38.3, battery directive and REACH | • Electronic atomizer • Smart wearables • Smart speaker • Portable printer • Stylus • Tablet PC |

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BUSINESS

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | | | • TWS headsets • Hearing aids | | | Bean cells | | • Long duration: 1 minute of charging provides 1 hour of music playback • Long lifespan • Fast charging: 1~10C fast charging | | | Pin-type batteries | | • Ultra-compact size: Extremely small diameter of just 3mm • High discharge: Supports 5C continuous discharge and 10C pulse discharge • Fast charging: Enables 5C charging, reaching 80% state of charge (SOC) in just 9 minutes • Long cycle life: Delivers up to 1,000 cycles at 5C charging/discharging • High safety: Supports overcharge tolerance of 5C at 5V | • Stylus • OWS earphones |

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BUSINESS

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | Prismatic steel-case batteries | | • High energy density: 5-10% higher volumetric energy density compared to pouch cells of the same size • Long cycle life: Achieves 1,000 cycles at room temperature • High safety: Features a high-strength casing capable of withstanding greater impact forces • Dimensional stability: Resistant to deformation with excellent size consistency • Efficient thermal diffusion: Generates less heat during cycling, ensuring lower temperature rise • Good replaceability: Easy to disassemble and replace, promoting environmental sustainability • Strong adaptability: Facilitates the design of irregularly shaped batteries, maximizing terminal space utilization | • Smart glasses • Smart watch • Smartphone |

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BUSINESS

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | Cylindrical 18650 cells / 21700 | | • High energy density: up to 285 Wh/kg • High C-rate discharge: capable of maximum 50A continuous discharge, and 100A at pulse discharge • Fast charging: up to 8A charging • Long cycle life at room temperature • High safety: passed CB, UL1642, UN38.3 • Excellent high temperature and low temperature cycle performance: between -20°C~80°C | • Power tools • Gardening tools • Robots • Outdoor ESS • Outdoor portable power station • Low-altitude drones • eVTOL flying car • BBU |

The following diagram shows the main use cases of our consumer battery products:

Smart curtain Smart meters

Smart wearables

Low-altitude economy Smart retail

TWS earphone Vacuum cleaner

Smart healthcare

Power tools

Smart speaker Smart security Electronic atomizer

Portable energy storage

Robot

Automotive electronics Electric scooter

Lawn mower

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BUSINESS

Power Batteries

We began our power battery business in 2015 with the introduction of our passenger vehicle battery products. We expanded our footprint overseas and entered Europe's EV market in 2019, becoming a designated supplier for BMW and Mercedes-Benz. Domestically, we have established business relationships with emerging top EV players such as XPeng and Leapmotor. With our launch of Open-source Battery v2.0 in 2024 and Open-source Battery v3.0 in 2025, we continue to expand our market share and strengthen our leading position in the industry.

According to Frost & Sullivan:

• We were among the five largest PRC power battery suppliers by global shipment volume in 2024;

• We were the second largest global supplier and largest Chinese supplier of 46 series large cylindrical cells by shipment volume in 2024 (accounting for 0.2% of the total global shipment volume of power batteries); and

• We were the first in China to mass-produce and supply large cylindrical cells for EVs.

High-precision state estimation: Employing advanced algorithms (including Kalman filter, adaptive algorithms, and machine learning models), the BMS estimates SOC (State of Charge) with <3% error margin under normal conditions, enabling precise range estimation and preventing over-discharge.

Advanced fault diagnosis technology: 앩

Multi-dimensional fault detection: The system is capable of simultaneously monitoring multiple abnormal parameters, including voltage, current, temperature, and insulation resistance, achieving comprehensive coverage of fault detection.

앩

Intelligent fault isolation: Through independent cell-level switching control, the BMS implements "surgical" isolation of faulty cells, maximizing the preservation of battery pack functionality.

앩

Early warning system: Advanced warning algorithms are used to detect and flag potential issues before they develop into faults, allowing for proactive maintenance and significantly reducing the risk of unexpected failures.

Intelligent energy management: 앩

Dynamic balancing: The BMS continuously monitors SOC deviations between individual cells and implements real-time dynamic energy balancing through intelligent routing, significantly extending the battery pack's cycle life and maintaining consistent performance throughout its lifespan.

앩

Adaptive charging management: This feature optimizes charging strategies based on battery condition (including temperature, SOC, and SOH (State of Health)), maximizing charging efficiency while protecting battery longevity.

앩

Intelligent thermal management: Working in concert with the cooling/heating system, the BMS maintains battery temperature within the optimal operating range by pre-heating or pre-cooling as necessary. This ensures high efficiency even in extreme temperature conditions.

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BUSINESS

Energy Storage Battery We offer a range of energy storage battery products, including cells (both LFP and NCM chemistries), modules, and battery packs (PACK). Our products cover a wide range of application scenarios from small portable/household to large-scale industrial and grid-level energy storage systems.

The table below sets forth certain details of our energy storage battery products:

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | LFP batteries — Prismatic LFP cells | [Illustration] | • Ultra-safe: passed nail penetration test • Long life cycle: >6,000 cycles under standard conditions • High energy density: 200Wh/kg • Excellent rate performance: supports 2C charge/2C discharge • Wide operating temperature range: -30°C to 65°C • Environmentally friendly: passed certain environmental certifications | • Industrial and commercial energy storage • Household energy storage • Portable energy storage | | Cylindrical LFP cells | [Illustration] | • High safety • Long cycle life: supports up to 6,000 cycles • High specific energy: 200Wh/kg • High power output: 16C discharge rate • Excellent fast-charging performance | • Portable energy storage • Household energy storage |

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BUSINESS

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | NCM batteries — Cylindrical NCM cells | [Illustration] | • High energy density • Long cycle life • Ultra-fast charging capability | • Portable energy storage • Household energy storage | | Prismatic NCM cells | [Illustration] | • High performance consistency • High safety • High stability • Long cycle life • Environmentally friendly: passed certain environmental certifications | • Industrial and commercial energy storage • Household energy storage | | Pouch NCM cells | [Illustration] | • High performance consistency throughout the battery lifecycle • Low impedance • Long cycle life • High safety • Wide operating temperature range • Customizable size • Environmentally friendly: meet GB, UN, ROHS certification requirements | • Portable energy storage • Household energy storage |

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BUSINESS

| Product Name | Product Illustration | Key Features and Specifications | Main Use Cases | |---|---|---|---| | Module | [Illustration] | • High safety and stability • Precise temperature control • High energy density • Scalable and flexible design | • Industrial and commercial energy storage • Household energy storage • Grid-level energy storage | | PACK | [Illustration] | • High safety and stability • Integrated liquid cooling system, precise temperature control • High energy density • Modular design for easy installation and maintenance | • Industrial and commercial energy storage • Household energy storage • Grid-level energy storage |

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BUSINESS

储能电池

我们于2015年启动储能电池业务。多年来，凭借对储能技术及市场需求的深刻理解，我们已在储能电池行业确立领先地位。根据弗若斯特沙利文的资料：

• 按2024年出货量计，我们是全球第二大储能电池芯供应商，市场份额为17.2%；

• 按2024年出货量计，我们是全球第二大新能源船舶电池供应商；

• 按2024年出货量计，我们是全球最大的家用储能电池供应商（占全球储能电池总出货量的5.8%）；及

• 我们是全球首家量产600Ah+大型方形磷酸铁锂储能电池的企业。

我们的储能电池产品主要包括方形磷酸铁锂电池和圆柱形磷酸铁锂电池。我们的储能电池产品应用于多种储能系统（ESS），包括通信储能系统、电网储能系统及家用储能系统，以及新能源船舶。我们的储能电池具备行业领先的特性，如优异热稳定性带来的高安全性、超过10,000次循环的超长循环寿命、内置微型传感器实现实时自诊断与预测性维护，以及大电池设计（如我们创新型"巨无霸"超大储能电芯），可简化设计、降低成本并提升安全性。

下表列示我们储能电池产品的若干详情：

| 产品名称 | 产品图示 | 主要特性及规格 | 主要应用场景 | |---|---|---|---| | 储能电芯 方形磷酸铁锂电芯 圆柱形磷酸铁锂电芯 | | • 超安全：高度防爆；无泄漏 • 高稳定性：低内阻／高容量保持率／稳定放电 • 可根据客户需求定制 • 超长循环寿命 • 环保：通过相关环保认证 | • 通信储能系统 • 电网储能系统 • 家用储能系统 • 新能源船舶 • 通信储能系统 • 家用储能系统 |

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BUSINESS

| 产品名称 | 产品图示 | 主要特性及规格 | 主要应用场景 | |---|---|---|---| | 储能系统 | | • 高安全性与稳定性 • 集成液冷系统，精确温度控制 • 长寿命 • 高效成组，电池寿命倍增 | • 通信储能系统 • 电网储能系统 • 家用储能系统 |

储能电池的综合集成能力

在储能领域，借助我们自主研发的能量管理系统（EMS）、电力转换系统（PCS）及电池管理系统（BMS），我们推出了在储能系统及解决方案综合集成能力方面具备行业领先水平的储能电池产品。主要特性包括：

• 原位感知与故障预测——将故障定位至单个电芯：我们率先在单个电池电芯内嵌入微型传感器，构建从电芯级感知到系统级决策的闭环监控体系。传统技术仅能在电池包层面检测问题，难以确定具体哪个电芯发生故障。我们的系统能够精确定位故障电芯，显著提升维护效率，减少系统停机时间，降低运营成本。

主动和被动均衡策略——减缓容量衰减并延长系统寿命：电池包的性能通常受限于包内最弱的电芯。若某一特定电芯出现更快的容量衰减（例如因老化所致），可能会损害整个电池包的性能，并可能导致提前退役。传统BMS技术仅依赖被动均衡，而我们的BMS同时采用主动和被动均衡策略。这使得能量可以精确补充至性能不足的电芯，从而最大限度地减少容量损失，并延长系统的整体使用寿命。

•

基于EMS的实时能量流管理：我们的EMS利用先进算法和大数据分析，实现毫秒级响应。它持续监控电网负荷、发电量和储能状态，并通过多模态决策引擎动态优化充放电运行，从而显著提升能源利用效率。

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业务

•

串式交直流一体化设计——提升系统集成效率：传统储能系统解决方案需要多个独立设备来连接交流（AC）与直流（DC）系统。通过深度整合PCS与BMS，我们研发了串式交直流一体化系统，将多项功能整合至单一物理模块中。这简化了系统结构，减少了潜在故障点，并提高了空间利用率。

•

构网型功能——使储能系统可控、可调且具备并网能力：我们的系统支持构网型功能，使其能够在离网或停电场景下自主维持电网电压和频率。这使储能系统能够作为"虚拟电厂"运行。该功能已在多个国家级示范项目中成功落地，验证了其商业可行性。

CLS模式

我们采用创新性的CLS（合作、授权与服务）模式，通过技术授权、协同研发及服务支持，构建全球产业网络，实现市场拓展，并与客户实现知识共享与共同成长。

通过CLS模式，我们与全球各地的客户及业务伙伴紧密合作，推动行业技术进步与可持续发展。该模式以轻资产运营为核心，借助技术授权和服务支持来降低海外投资相关风险，同时赋能客户并创造稳定的收入来源。例如，在我们的美国合资企业Amplify Cell Technologies LLC（ACT）案例中，我们与当地领先的商用车及汽车零部件制造商合作，成立了一家专注于为特定商用车应用生产方形磷酸铁锂电池的合资公司。我们的本地合作伙伴及其关联方将成为该合资公司的主要客户。此外，我们的本地合作伙伴在共同运营中贡献其技术专长与资源，同时我们亦向其授权我方技术，从而共同提升生产和技术能力。2024年，我们为ACT提供了多项服务及可交付成果，以支持ACT电池制造基地的启动和全面运营，并从服务费中获得收入2,090万美元（不含税）。这一方式不仅使我们能够深化本地联系，还增强了客户忠诚度，进一步巩固了我们的市场地位。

此外，CLS模式营造了一种协作和谐的商业环境，有效降低了国际贸易风险，并提升了我们在全球行业中的声誉。通过将"共同成长"原则融入我们的商业战略，我们支持行业技术进步，与客户携手共建可持续未来。

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业务

海外扩张

为支持"全球制造、全球协作、全球服务"战略，我们正积极拓展国际布局，在海外建立生产设施并深化与全球客户的合作关系。

我们的马来西亚工厂于2023年正式开工建设，并于2025年竣工投产。我们亦开始在匈牙利德布勒森西北工业区建设一座先进的电池制造工厂，占地面积逾40万平方米，预计于2027年投产。

2024年9月，我们正式在美国设立区域总部，以强化在北美市场的布局。展望未来，我们计划继续采用CLS模式，与领先的商用车企业成立合资公司，进一步扩大在北美的电池产能。

截至最后实际可行日期，我们已在全球建立八个制造基地，另有两个制造基地正在建设中；在中国、德国、美国、马来西亚和新加坡等七个国家和地区设有销售办事处和分支机构；在24个国家和地区设有售后服务中心，使我们能够高效对接全球客户，提供高质量、全场景的锂电池综合解决方案。

美国 德国

中国 匈牙利

马来西亚 新加坡

6

研发 广东惠州、湖北荆门及武汉、 上海、四川成都、辽宁沈阳

8

Sales Company and Office China: Beijing, Suzhou Jiangsu, Hongkong, Taipei Oversea: Germany, USA, Malaysia, Singapore

10*

Manufacturing Base China:

Huizhou Guangdong, Jingmen Hubei, Wuhan Hubei, Ningbo Zhejiang, Qidong Jiangsu, Longquanyi Chengdu Sichuan, Qujing Yunnan, Shenyang Liaoning

Oversea: Hungary, Malaysia

Drawing approval number: GS(2016)1663

*

Supervised by Ministry of Natural Resources

Including two manufacturing bases currently under construction.

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BUSINESS RESEARCH AND DEVELOPMENT We have made substantial investment in research and development during the Track Record Period. In 2022, 2023 and 2024 and the nine months ended September 30, 2024 and 2025, our research and development expenses amounted to RMB2,153.1 million, RMB2,731.6 million, RMB2,942.3 million, RMB2,172.3 million and RMB1,872.0 million, respectively, representing 5.9%, 5.6%, 6.1%, 6.4% and 4.2% of our total revenue for the same years/periods, respectively.

Our R&D Team and Institutions As of September 30, 2025, we had 6,444 R&D personnel, with approximately 1,650 of them holding a master's degree or above. Our R&D personnel have extensive experience in key areas such as electrochemistry, materials science, mechanical engineering, electronics and electrical engineering, and simulation. Our Chairman, Dr. Liu Jincheng, has over 40 years of experience in lithium battery research, holds the title of senior engineer, and is a recipient of the State Council Special Allowance.

We have established seven R&D institutions, including one central research institute and six specialized research institutes, which are overseen by our Technology Committee. Through these institutions, we have assembled a multidisciplinary R&D team with expertise in areas such as electrochemistry, materials science, mechanical engineering, electronics, and simulation. This team focuses on the research and implementation of new products and cutting-edge technologies in electrochemical theory, advanced materials, structural design, application scenarios, custom equipment, and frontier technologies. In addition, we operate over 19 large-scale R&D laboratories and pilot production lines.

Our R&D Model We primarily conduct R&D in-house, which is supplemented by external collaborations with renowned universities and research institutes on joint R&D initiatives. For instance, we have collaborated with Wuhan University on the research of new materials and advanced technologies.

Our R&D activities for different product categories are highly synergistic, creating opportunities for mutual reinforcement across our consumer battery, power battery and ESS battery segments. For example, our technological know-how accumulated in the R&D and manufacturing of cylindrical consumer batteries, such as material applications and manufacturing techniques related to long lifespan and energy density, helped to lay a strong foundation for our R&D of large cylindrical power batteries. Our research into long-lifespan simulation models and predictive mechanisms for consumer batteries has also enhanced our capabilities in power and ESS batteries. This synergistic approach drives innovation and enables accelerated product iteration and address of pain points.

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BUSINESS Our R&D Pipeline Our key ongoing R&D initiatives include:

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eVTOL Aircraft Batteries. We are developing eVTOL aircraft batteries for the objective of enhancing the energy density of aircraft batteries, achieving high-power output and enabling fast charging. We have obtained AS9100D aerospace system certification and advanced collaboration with customers in the low-altitude aircraft industry.

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Humanoid Robot Batteries. We are working to improve key metrics for batteries to be used on humanoid robots, including energy density, fast charging, cycle life and safety, thereby providing more durable and stable power solutions for humanoid robots. We expect this R&D initiative to expand our product application scenarios and expand our market share in the humanoid robot batteries sector.

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Medical Batteries. We are developing medical batteries that can deliver high performance, high reliability and long lifespans. We have achieved ISO 13485 medical device quality management certification, as well as UL 1642 and IEC 60086 safety certifications, and some of our newly developed products have been launched. Our goal is to establish ourselves as the sole domestic provider of comprehensive medical battery solutions, while fostering the development of smart healthcare solutions.

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Solid-State Batteries. We are working to achieve breakthroughs in solid-state battery production to develop a solid-state battery product with high power output, high durability, and strong safety features, primarily to be used on HEVs. We have successfully developed Ah-level sulfide-based solid-state battery prototypes.

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Sodium-Ion Batteries. We are developing low-cost, high-safety sodium-ion batteries tailored for long-cycle energy storage applications. The new sodium-ion battery products will feature significantly improved energy density, safety, and cycle life, and will primarily be used on EVs and ESS, which will help to further expand our market share in both verticals.

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"Mr. Big" Smart Cell and "Mr. Giant" 5MWh Standard ESS. We are developing ultra-large smart cells and ESS products, designed to meet large-scale, long-duration energy storage demands. The new ultra-large products integrate smart battery technology for early thermal runaway warnings and precise battery state evaluations.

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Omnicell batteries. We have been working on Omnicell batteries, offering rapid charging, improved low-temperature performance, and greater reliability, enabling efficient energy transformation.

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BUSINESS INTELLECTUAL PROPERTY Intellectual property rights are central to the success of our business. Our commercial future depends, in part, on our ability to obtain, maintain and defend our intellectual property rights for commercially significant technologies, inventions and know-how. As of the Latest Practicable Date, we held 200 major patents, 21 major trademarks, eight major domain names, and 29 major software copyrights in the PRC. As of September 30, 2025, all of our major patents were internally developed. Our patents are expected to expire between 2031 and 2044, absent any adjustments or extensions.

In addition to relying on intellectual property laws and regulations, we also protect our intellectual property through a series of measures, including signing confidentiality agreements and contractual arrangements with employees, suppliers, customers, and other parties. During the Track Record Period and up until the Latest Practicable Date, we were not involved in any legal proceedings in relation to infringement of any intellectual property rights that would have any material adverse impacts on our business, financial condition and results of operations. See also "Risk Factors — Risks Relating to Our Industry and Business — We may not be able to adequately protect our intellectual property rights, and our ability to compete could be harmed if our intellectual property rights are infringed by third parties."

MANUFACTURING

Our Manufacturing Bases

As of September 30, 2025, we had eight manufacturing bases located in Huizhou (Guangdong), Jingmen (Hubei), Wuhan (Hubei), Chengdu (Sichuan), Qujing (Yunnan), Qidong (Jiangsu), Ningbo (Zhejiang) and Malaysia. We also have two manufacturing bases under construction in Shenyang (Liaoning) and Hungary.

The table below sets forth our product type that are manufactured at our established manufacturing bases and that will be manufactured at our manufacturing bases under construction:

| Status | Location | Product type | |---|---|---| | In production | Huizhou (Guangdong) | Consumer batteries and power batteries | | | Jingmen (Hubei) | Consumer batteries, power batteries and ESS batteries | | | Wuhan (Hubei) | Consumer batteries | | | Chengdu (Sichuan) | Consumer batteries and power batteries |

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BUSINESS

| Status | Location | Product type | |---|---|---| | | Qujing (Yunnan) | Consumer batteries, power batteries and ESS batteries | | | Qidong (Jiangsu) | ESS batteries | | | Ningbo (Zhejiang) | Consumer batteries | | | Malaysia | Consumer batteries, power batteries and ESS batteries | | Under construction | Shenyang (Liaoning) | Power batteries | | | Hungary | Power batteries |

The table below sets forth our total production volume, production capacity and capacity utilization rate for the years/period indicated:

| | Year Ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | **Production volume** | | | | | | Consumer batteries (hundred million units) | 12.6 | 14.3 | 20.8 | 16.3 | | Power and ESS batteries (GWh)(1) | 31.4 | 59.4 | 78.1 | 86.7 | | **Production capacity** | | | | | | Consumer batteries (hundred million units) | 13.8 | 16.5 | 22.5 | 17.5 | | Power and ESS batteries (GWh)(1) | 33.8 | 81.4 | 112.9 | 116.0 | | **Capacity utilization rate** | | | | | | Consumer batteries | 91.5% | 86.8% | 92.6% | 92.9% | | Power and ESS batteries(1) | 92.8% | 72.9% | 69.2% | 74.8% |

Note: (1) We consolidate the production data for power batteries and ESS batteries as they are generally produced using the same production lines.

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BUSINESS

Our capacity utilization rate for power and ESS batteries decreased from 92.8% in 2022 to 72.9% in 2023, and further decreased to 69.2% in 2024, primarily because (i) we continued expanding our production capacity; (ii) certain of our new production lines were still in the ramp-up stage; and (iii) customer adjustment in order cycles based on their inventory levels. In the nine months ended September 30, 2025, our capacity utilization rate for power and ESS batteries increased to 74.8%, primarily because there is an increased demand from downstream markets of power batteries, driven by (i) the increased demand from the existing customers, (ii) the acquisition of new customers and (iii) our market expansion resulting from our enhanced products' applicability to customers' end products.

Our Manufacturing Process

Our consumer battery products are primarily manufactured based on customer orders. Most orders are customized, with future order forecasts determined by factors such as downstream customers' designated project schedules, supply share allocations, product launch timelines, and production schedules. This allows us to coordinate with downstream customers on capacity arrangements and plan and prepare for the future capacity construction of various products. Our cylindrical consumer batteries, power batteries and ESS batteries are mainly general-specification products and produced in stock based on market demand. Certain of our power and ESS batteries are customized products and produced on customer orders.

The flowcharts below set forth the major manufacturing steps for certain of our products:

Primary Lithium Batteries

Mixing

BUSINESS

Small Lithium-Ion Batteries

Mixing

Coating

Calendering & Slitting

Forming and Winding

Hot Pressing & Insulation Test

Overhang Inspection

Pre-sealing

Injection

Top & Side Sealing

Inserting

Baking

Tab Centering Inspection

High Temperature Resting

Formation

Second Sealing

Capacity Grading

Room Temperature Resting 1

Self-discharge Test

Packing and Shipment

Appearance Inspection

X-Ray Inspection

Power and ESS Batteries

Mixing

Coating

Calendering & Slitting

Slitting/ Stacking

Hot Pressing & Insulation Test

X-Ray Inspection

Leakage Test

Top Cap Welding

Inserting

PET Wrapping

Flexible Connector Welding

Tab Welding

Vacuum Baking

First Injection

Resting

High-Temperature Vacuum Formation

Resting

Open Circuit Voltage and Resistance Test

Packing and Shipment

Appearance Inspection

Wrapping

Self-discharge Test

Capacity Grading

Second Injection

质量控制 QUALITY CONTROL

我们充分利用人工智能计算工具及所收集的大数据，持续提升生产效率、确保产品质量、维持产品一致性，并降低缺陷产品的发生概率。我们建立了智能质量控制体系，对生产及产品数据进行收集与分析，从而识别、处理并预测影响生产过程的各类因素。我们的质量控制框架采用多层次方法，首先在生产过程中采集关键数据点，包括温度、湿度、洁净度、气压、水分含量及尘粒计数等。随后对上述数据进行分析，以识别规律、预测潜在风险并找出缺陷的根本原因。通过收集和分析这些数据，我们能够预测电池状态、

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BUSINESS

安全性、可靠性及耐久性，并识别缺陷产品的成因。此外，我们综合运用历史生产数据与计算工具，构建预测性及反向分析框架，从而主动防范风险并优化生产流程。该方法有助于确保产品质量的一致性，并使我们能够持续提升产品质量。

We leverage computational tools, AI, and big data collected to continuously enhance productivity, ensure product quality, maintain consistency, and reduce the likelihood of defective products. We have established an intelligent quality control organization to collect and analyze manufacturing and product data, enabling us to identify, address, and predict factors affecting the manufacturing process. Our quality control framework is built on a multi-layered approach, starting with the collection of critical data points such as temperature, humidity, cleanliness, air pressure, moisture content, and dust particle count during production. This data is then analyzed to identify patterns, predict potential risks, and pinpoint the root causes of defects. By collecting and analyzing this data, we are able to predict battery status, safety, reliability, and durability, as well as identify the causes of defective products. Additionally, we utilize historical manufacturing data combined with computational tools to create predictive and reverse-analysis frameworks, which enable us to proactively mitigate risks and optimize production processes. This approach helps to ensure consistent product quality and enables us to improve the quality of our products over time.

未来，我们将继续通过智能化解决方案提升生产能力与运营水平，包括人工智能、云计算及机器人技术。通过积累数据，我们致力于进一步推进智能系统建设，提升预测模型的准确性。

In the future, we will continue to enhance production capabilities and operations through intelligent solutions, including artificial intelligence, cloud computing, and robotics. By accumulating data, we aim to further advance our intelligent systems and improve the accuracy of predictive models.

供应链 SUPPLY CHAIN

我们已建立行业领先的综合供应链体系。在镍、钴矿产资源等关键资源领域，我们已部署上游供应链安排，以确保未来供应稳定及成本可控。通过与战略合作伙伴协作，我们共同开发新材料，以保持在新材料领域的敏锐度与技术领先性。

We have established an industry-leading comprehensive supply chain system. In key resource areas such as nickel and cobalt mineral resources, we have implemented upstream supply chain arrangements to ensure stable future supply and cost control. By collaborating with strategic partners, we develop new materials to maintain our sensitivity and technological advancement in the field of new materials.

原材料 Raw Materials

我们向供应商采购的原材料主要包括正极材料、负极材料、电解液及隔膜。在业绩记录期内，我们经历了原材料价格的波动。正极材料价格尤其受到锂、镍、钴等上游矿产价格的显著影响。在业绩记录期内，原材料价格受多种因素影响而出现波动，包括国际政治经济形势变化、供需动态及市场预期等。此类波动导致我们的运营成本相应上升。为降低原材料价格波动带来的风险，我们已采取多项措施，包括改进生产工艺以提高利用率和良品率、提升生产效率以摊薄固定成本、深化战略供应链合作伙伴关系以实现协同效应，以及利用期货市场套期保值工具管理关键原材料的整体成本。

The raw materials that we purchase from our suppliers mainly include cathode, anode, electrolyte and separators. During the Track Record Period, we experienced material fluctuations in raw material prices. The prices of cathode materials, in particular, were heavily influenced by upstream mineral prices such as lithium, nickel and cobalt. During the Track Record Period, the prices of raw materials were subject to volatility due to various factors, including changes in international political and economic conditions, supply and demand dynamics, and market expectations. Such fluctuations have caused corresponding increases in our operating costs. To mitigate the risks associated with fluctuations in raw material prices, we have implemented several measures, including improving production processes to enhance utilization and yield rates, increasing production efficiency to dilute fixed costs, strengthening strategic supply chain partnerships to achieve synergies, and utilizing hedging tools in the futures market to manage the overall cost of key raw materials.

在业绩记录期内，我们的关键原材料或零部件未出现任何重大短缺或重大质量问题。

During the Track Record Period, we did not experience any significant shortages or major quality issues in relation to our key raw materials or components.

采购 Procurement

自2021年起，我们已与多家上游供应商成立合资企业，以加强对上游原材料供应的管控，确保资源的稳定获取。我们的采购流程始于项目采购团队收到销售订单需求。战略采购团队根据物料清单及技术图纸编制报价，并最终确定供应商选择及定价。在遴选供应商时，我们优先考量供应稳定性及环境可持续性。

Since 2021, we have established joint ventures with multiple upstream suppliers to enhance our control over upstream raw material supplies and ensure stable access to resources. Our procurement process begins when our project procurement team receives sales order requirements. Our strategic procurement team prepares quotations based on the bill of material list and technical drawings, and finalizes supplier selection and pricing. In selecting our suppliers, we prioritize stability of supply and environmental sustainability.

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BUSINESS

The following table sets forth details of our five largest suppliers for each year/period during the Track Record Period:

Nine months ended September 30, 2025

| Supplier | Background and principal business | Products purchased | Headquarters location | Listing status | Purchase amount (RMB in thousands) | % of total purchases | Length of relationship | |---|---|---|---|---|---|---|---| | Supplier A | A company specializing in the exploration, mining, refining, and processing of cobalt and other new energy materials. Founded in 2002 | Cathode materials and copper foil | China | Shanghai Stock Exchange | 5,054,082 | 14.5% | 7 years | | Supplier C | A company specializing in the production of lithium battery cathode materials, primarily lithium iron phosphate. Founded in 2016 | Cathode materials | China | Shenzhen Stock Exchange | 2,354,317 | 6.8% | 4 years | | Supplier B | A company engaged in the research, production, and sales of LFP cathode materials for lithium-ion batteries. Founded in 2007 | Cathode materials | China | Shenzhen Stock Exchange | 2,060,828 | 5.9% | 11 years | | EVE Holdings | A leading company involved in the investment and management of business across the lithium battery industry chain | Cathode materials and others | China | No | 1,001,357 | 2.9% | 9 years | | Supplier D | A company specializing in the research, development, and manufacturing of cathode materials for lithium-ion batteries. Founded in 2002 | Cathode materials | China | Shanghai Stock Exchange | 950,241 | 2.7% | 9 years |

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BUSINESS

2024

| Supplier | Background and principal business | Products purchased | Headquarters location | Listing status | Purchase amount (RMB in thousands) | % of total purchases | Length of relationship | |---|---|---|---|---|---|---|---| | Supplier A | A company specializing in the exploration, mining, refining, and processing of cobalt and other new energy materials. Founded in 2002 | Cathode materials and copper foil | China | Shanghai Stock Exchange | 4,274,159 | 12.5% | 7 years | | Supplier B | A company engaged in the research, production, and sales of LFP cathode materials for lithium-ion batteries. Founded in 2007 | Cathode materials | China | Shenzhen Stock Exchange | 2,734,049 | 8.0% | 11 years | | Supplier C | A company specializing in the production of lithium battery cathode materials, primarily lithium iron phosphate. Founded in 2016 | Cathode materials | China | Shenzhen Stock Exchange | 1,839,458 | 5.4% | 4 years | | EVE Holdings | A leading company involved in the investment and management of business across the lithium battery industry chain | Cathode materials and others | China | No | 1,380,113 | 4.0% | 9 years | | Supplier D | A company specializing in the research, development, and manufacturing of cathode materials for lithium-ion batteries. Founded in 2002 | Cathode materials | China | Shanghai Stock Exchange | 1,045,005 | 3.0% | 9 years |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

BUSINESS

2023年

| 供应商 | 背景及主要业务 | 采购产品 | 总部地点 | 上市状态 | 采购金额 | 占总采购比例 | 合作年限 | |---|---|---|---|---|---|---|---| | | | | | | （以千元人民币计） | | | | 供应商B ў ў ў | 一家从事锂离子电池磷酸铁锂正极材料的研究、生产及销售的公司，成立于2007年 | 正极材料 | 中国 | 深圳证券交易所 | 5,352,074 | 15.3% | 11年 | | 供应商C ў ў ў | 一家专业生产锂电池正极材料（以磷酸铁锂为主）的公司，成立于2016年 | 正极材料 | 中国 | 深圳证券交易所 | 2,738,740 | 7.8% | 4年 | | 供应商E ў ў ў | 一家专注于锂离子电池高性能正极材料研究、开发及制造的公司，成立于1998年 | 正极材料 | 中国 | 深圳证券交易所 | 2,296,340 | 6.6% | 11年 | | 供应商F ў ў ў | 一家从事锂离子电池正极及负极材料生产的领先企业，成立于2000年 | 正极材料、负极材料及其他 | 中国 | 北京证券交易所 | 2,139,861 | 6.1% | 11年 | | 供应商A ў ў ў | 一家专业从事钴及其他新能源材料勘探、采矿、冶炼及加工的公司，成立于2002年 | 正极材料及其他 | 中国 | 上海证券交易所 | 1,472,377 | 4.2% | 7年 |

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BUSINESS

2022年

| 供应商 | 背景及主要业务 | 采购产品 | 总部地点 | 上市状态 | 采购金额 | 占总采购比例 | 合作年限 | |---|---|---|---|---|---|---|---| | | | | | | （以千元人民币计） | | | | 供应商B ў ў ў | 一家从事锂离子电池磷酸铁锂正极材料的研究、生产及销售的公司，成立于2007年 | 正极材料 | 中国 | 深圳证券交易所 | 3,995,923 | 12.3% | 11年 | | 供应商E ў ў ў | 一家专注于锂离子电池高性能正极材料研究、开发及制造的公司，成立于1998年 | 正极材料 | 中国 | 深圳证券交易所 | 3,753,280 | 11.6% | 11年 | | 供应商C ў ў ў | 一家专业生产锂电池正极材料（以磷酸铁锂为主）的公司，成立于2016年 | 正极材料 | 中国 | 深圳证券交易所 | 2,637,179 | 8.1% | 4年 | | 供应商F ў ў ў | 一家从事锂离子电池正极及负极材料生产的领先企业，成立于2000年 | 正极材料、电解液及其他 | 中国 | 北京证券交易所 | 2,034,658 | 6.3% | 11年 | | 供应商A ў ў ў | 一家专业从事钴及其他新能源材料勘探、采矿、冶炼及加工的公司，成立于2002年 | 正极材料 | 中国 | 上海证券交易所 | 1,672,250 | 5.2% | 7年 |

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BUSINESS

EVE Holdings是我们的控股股东，同时分别是我们截至2024年12月31日止年度及截至2025年9月30日止九个月的五大供应商之一。除上述情况外，在业绩记录期间及直至最新可行日期，据我们的董事所知，我们的董事、其紧密联系人或任何持有我们逾5%股本的股东，均与我们的前五大客户无任何利益关系。除上述情况外，在业绩记录期间各年度/期间内，我们的五大客户（包括其股东、董事、高级管理层或其各自的任何联系人）与我们、我们的附属公司、我们的股东、董事、高级管理层或其各自的任何联系人之间，均不存在任何过去或现在的关系（包括家庭、雇佣、信托、融资或其他关系）。

采购协议主要条款

我们与供应商订立框架采购协议，协议载明合作的一般条款。原材料采购通过根据上述协议发出的具体采购订单执行。我们的框架采购协议及相应采购订单的主要条款通常包括：

• 质量标准：协议明确载明所需的质量标准及规格。在某些情况下，我们可能要求特定生产工序须由我们指定的第三方独家承担。

• 定价：价格根据涉及的材料类型及供应商确定或调整，并在相关采购订单中具体说明。

• 检验与赔偿：我们的框架协议规定了多阶段产品检验程序，包括样品检验、正式产品交付时的检验及在供应商生产设施进行的现场检验。我们亦于交付时及产品入库前进行检验。若产品质量未能达到约定标准，我们保留终止协议、退回产品或要求货币赔偿的权利。

• 信用条款与付款：信用条款及付款方式在采购订单中具体说明。我们的主要供应商通常给予我们30至120天的信用期。

• 保密与反腐败：我们的协议通常包含保密及反腐败条款。保密义务可能在协议期满后仍继续有效。

•

BUSINESS

The follow table sets forth details of our five largest customers for each year/period during the Track Record Period:

**Nine months ended September 30, 2025**

| Customer | Background and principal business | Products sold | Headquarters location | Listing status | Sales amount (RMB in thousands) | % of revenue | Length of relationship | |---|---|---|---|---|---|---|---| | Customer A | A global leading consumer technology company engaged in the research, development, and manufacturing of consumer electronics and smart devices. Founded in 1987 | ESS batteries, batteries | China | No | 3,824,210 | 8.5% | 11 years | | Customer B | A global leading EV company specializing in cutting-edge autonomous driving technology, software integration, and the design, development, manufacturing, and sales of EVs. Founded in 2014 | Power batteries | China | New York Stock Exchange; Hong Kong Stock Exchange | 2,542,760 | 5.7% | 6 years |

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| Customer | Background and principal business | Products sold | Headquarters location | Listing status | Sales amount (RMB in thousands) | % of revenue | Length of relationship | |---|---|---|---|---|---|---|---| | Customer I | A multinational automotive company headquartered overseas, engaged in the design, manufacturing, and global sales of high-end passenger cars and mobile services. Founded in 1916 | Power batteries | Overseas | Frankfurt Stock Exchange | 2,531,907 | 5.6% | 7 years | | Customer J | A leading enterprise dedicated to developing and providing energy storage system solutions and technical services. Founded in 2011 | ESS batteries | China | Shanghai Stock Exchange | 1,433,513 | 3.2% | 10 years | | Customer D | A leading multinational heavy equipment manufacturer specializing in construction machinery, mining equipment, and renewable energy solutions. Founded in 1989 | Power batteries | China | Shanghai Stock Exchange | 1,365,198 | 3.0% | 5 years |

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BUSINESS

**2024**

| Customer | Background and principal business | Products sold | Headquarters location | Listing status | Sales amount (RMB in thousands) | % of revenue | Length of relationship | |---|---|---|---|---|---|---|---| | Customer A | A global leading technology company engaged in the research, development, and manufacturing of consumer electronics and smart devices. Founded in 1987 | ESS batteries, consumer batteries | China | No | 2,686,074 | 5.5% | 11 years | | Customer H | A multinational company operating primarily in energy, chemicals, telecommunications, and semiconductors. Founded in 1953 | Power batteries | Overseas | Korea Exchange | 2,210,521 | 4.6% | 7 years | | Customer B | A global leading EV company specializing in cutting-edge autonomous driving technology, software integration, and the design, development, manufacturing, and sales of EVs. Founded in 2014 | Power batteries | China | New York Stock Exchange; Hong Kong Stock Exchange | 1,915,526 | 3.9% | 6 years | | Customer C | A leading EV company specializing in high-performance EVs with advanced battery technologies and the design, development, manufacturing, and sales of EVs with operations mainly in China and Southeast Asia. Founded in 2017 | Power batteries | China | No | 1,810,220 | 3.7% | 3 years |

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BUSINESS

| Customer | Background and principal business | Products sold | Headquarters location | Listing status | Sales amount (RMB in thousands) | % of revenue | Length of relationship | |---|---|---|---|---|---|---|---| | Customer D | A leading multinational heavy equipment manufacturer specializing in construction machinery, mining equipment, and renewable energy solutions. Founded in 1989 | Power batteries | China | Shanghai Stock Exchange | 1,800,913 | 3.7% | 5 years |

**2023**

| Customer | Background and principal business | Products sold | Headquarters location | Listing status | Sales amount (RMB in thousands) | % of revenue | Length of relationship | |---|---|---|---|---|---|---|---| | Customer H | A multinational company operating primarily in energy, chemicals, telecommunications, and semiconductors. Founded in 1953 | Power batteries | Overseas | Korea Exchange | 6,966,827 | 14.3% | 7 years | | Customer C | A leading EV company specializing in high-performance EVs with advanced battery technologies and the design, development, manufacturing, and sales of EVs with operations mainly in China and Southeast Asia. Founded in 2017 | Power batteries | China | No | 3,374,628 | 6.9% | 3 years |

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BUSINESS

| Customer | Background and principal business | Products sold | Headquarters location | Listing status | Sales amount (RMB in thousands) | % of revenue | Length of relationship | |---|---|---|---|---|---|---|---| | Customer B | A global leading EV company specializing in cutting-edge autonomous driving technology, software integration, and the design, development, manufacturing, and sales of EVs. Founded in 2014 | Power batteries | China | New York Stock Exchange; Hong Kong Stock Exchange | 2,241,642 | 4.6% | 6 years | | Customer E | A multinational automotive company engaged in the design, manufacturing, and global sales of premium passenger vehicles and mobility services. Founded in 1926 | Power batteries | Overseas | Frankfurt Stock Exchange | 2,223,368 | 4.6% | 7 years | | Customer F | A leading company focused on the development and operation of intelligent EV charging infrastructure and energy management solutions with operations mainly in China. Founded in 2015 | ESS batteries | China | No | 1,951,767 | 4.0% | 5 years |

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BUSINESS

**2022**

| Customer | Background and principal business | Products sold | Headquarters location | Listing status | Sales amount (RMB in thousands) | % of revenue | Length of relationship | |---|---|---|---|---|---|---|---| | Customer H | A multinational company operating primarily in energy, chemicals, telecommunications, and semiconductors. Founded in 1953 | Power batteries | Overseas | Korea Exchange | 5,869,387 | 16.2% | 7 years | | Customer B | A global leading EV company specializing in cutting-edge autonomous driving technology, software integration, and the design, development, manufacturing, and sales of EVs. Founded in 2014 | Power batteries | China | New York Stock Exchange; Hong Kong Stock Exchange | 3,300,432 | 9.1% | 6 years | | Customer E | A multinational automotive company headquartered overseas, engaged in the design, manufacturing, and global sales of premium passenger vehicles and mobility services. Founded in 1926 | Power batteries | Overseas | Frankfurt Stock Exchange | 2,381,642 | 6.6% | 7 years |

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BUSINESS

Background and principal business

Headquarters location

Products sold

Listing status

Sales amount

% of revenue

Length of relationship

(RMB in thousands)

| Customer A | A global leading technology company engaged in the research, development, and manufacturing of consumer electronics and smart devices. Founded in 1987 | China | ESS batteries, consumer batteries | No | 2,280,654 | 6.3% | 11 years |

| Customer G | A multinational company specializing in power tools and outdoor equipment. Founded in 1985 | Hong Kong | Consumer batteries | Hong Kong Stock Exchange | 657,334 | 1.8% | 6 years |

An affiliate of Customer H is the substantial shareholder of one of our subsidiaries and one of our five largest customers for the years/period ended December 31, 2022, 2023 and 2024. To the best of our knowledge, as of the Latest Practicable Date, except for Customer H, all our five largest customers in each year/period during the Track Record Period were independent third parties. Save as aforementioned, during the Track Record Period and up to the Latest Practicable Date, to the best knowledge of our Directors, none of our Directors, their close associates or any Shareholder owns more than 5% of our share capital had any interest in any of our top five customers in each year/period.

Overlapping of Customers and Suppliers

In 2022, 2023 and 2024, all of our five largest suppliers were also our customers (the "supplier-customers") and one of our five largest customers during the same periods, Customer H, was also our supplier (the "customer-supplier"). In the nine months ended September 30, 2025, except for Supplier D, all of our five largest suppliers were also our supplier-customers and one of our five largest customers during the same periods, Customer J, was also our customer-supplier. Our aggregate sales to the supplier-customers and customer-supplier amounted to RMB6,367 million, RMB8,916 million, RMB5,192 million and RMB4,281 million in 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively, representing 17.5%, 18.3%, 10.7% and 9.5% of our total revenue for the same years/period, respectively. Our aggregate purchases from the supplier-customers and customer-supplier amounted to RMB14,606 million, RMB14,460 million, RMB11,572 million and RMB11,574 million in 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively, representing 45.1%, 41.3%, 33.7% and 33.3% of our total purchases for the same years/period, respectively.

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BUSINESS

除供应商A、供应商B和供应商C外，在业绩记录期内每个年度/期间，我们其他五大供应商中任何一家产生的收入均低于我们总收入的1.0%，对我们的业务而言并不重大。在业绩记录期内，仅客户H和客户J同时也是我们的供应商。

于2022年、2023年及2024年以及截至2025年9月30日止九个月，来自供应商A产生的收入分别占我们总收入的0.3%、0.8%、3.2%及2.6%；来自供应商B产生的收入分别占我们总收入的0.8%、2.1%、1.3%及1.1%；来自供应商C产生的收入分别占我们总收入的零、0.8%、1.2%及1.9%。有关业绩记录期内我们向上述供应商的采购金额及各自占我们总采购金额百分比的详情，请参阅"——原材料及供应商——我们的主要供应商"。

于2022年、2023年及2024年，我们向客户H的采购金额分别占我们总采购金额的1.6%、1.3%及0.9%。于截至2025年9月30日止九个月，来自客户H的采购金额占我们总采购金额的比例低于1.0%。此外，于2022年、2023年及2024年以及截至2025年9月30日止九个月，来自客户J的采购金额占我们总采购金额的比例均低于1.0%。有关业绩记录期内我们来自客户H和客户I产生的收入及各自占我们总收入百分比的详情，请参阅"——营销、销售及客户——我们的主要客户"。

我们与上述既是客户又是供应商的重叠方之间的销售及采购条款均经独立磋商确定，且销售与采购之间不存在关联或相互条件关系。在业绩记录期内，基于业务考量，我们存在客户与供应商重叠的情况。我们的五大供应商同时也是我们的客户，原因在于我们向同一主体采购并销售性质不同的货物。我们向上述客户兼供应商提供上游原材料，例如碳酸锂以及正极材料、负极材料、隔膜和电解液，供其用于生产正极材料。与此同时，我们亦向上述客户兼供应商采购直接材料，主要为正极材料。向供应商提供原材料有助于我们确保直接材料供应的稳定性，并对所采购直接材料的价格保持更强的掌控力。根据弗若斯特沙利文的资料，此做法在锂电池行业中普遍存在，旨在实现运营协同效应并保障材料供应的稳定性。客户H同时也是我们的供应商，原因在于我们与同一集团内不同主体之间存在交易往来。此外，客户H亦是我们若干客户指定的原材料供应商。对于每一个客户兼供应商/供应商兼客户的重叠方而言，我们向该等客户销售产品以及向该等供应商采购产品的主要条款，与我们其他客户/供应商的相关条款大体相若。我们的董事认为，上述安排均经审慎考量后达成，充分考虑了相关时期的现行采购及销售价格，并于我们日常业务过程中按正常商业条款及在公平交易基础上进行。

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本文件为草稿形式，尚未完成，可能会有所更改，本文件所载资料须与本文件封面所载"警告"一节一并阅读。

BUSINESS

销售协议主要条款

我们一般与主要客户订立销售协议，客户据此向我们下达单独采购订单。我们的销售协议一般包含以下主要条款：

• **期限：** 我们的销售协议通常期限为一年或三年。

• **采购金额及订单：** 我们的销售协议一般列明年度需求量、交付方式及交付时间表。具体采购金额于单独采购订单中详细列明，订单载有数量、供货范围、采购价格、付款条款及交付时间、方式和地点。

• **价格及价格调整机制：** 我们的销售协议一般不设定标准价格，定价由单独采购订单确定。对于包含基准定价的协议，任何调整通常须经双方书面协商一致后方可进行。

• **付款：** 对于与境内客户订立的销售协议，付款通常于开具发票后的特定期限内完成。对于境外客户，付款条款各异，一般以里程碑节点为基础，或于收到货物后的特定期限内付款。

• **交付：** 对于境内客户，我们通常承担运输成本及风险，直至货物交付至约定地点。对于境外客户，我们一般采用FOB（船上交货）或FCA（货交承运人）条款，境外运输费用由客户承担。

• **验收及检验：** 客户须于验收前对产品名称、型号、规格、数量、包装及外观进行检验。综合产品质量检验须于收货后销售协议规定的特定期限内完成。

BUSINESS

客户服务

我们秉持以客户为中心的服务理念，建立了以销售部门为主导、市场、售前、项目、交付及售后人员协同支持的专属客户服务团队。

在业绩记录期内，我们在中国境内及境外共设立了九个客户服务中心，每个中心均配备专职且经验丰富的客户服务人员。我们所有员工，从研发、生产、销售到售后，均致力于理解并满足客户需求。此外，我们借助客户关系管理（CRM）系统整合客户信息，进行客户细分与画像分析，提供有针对性的营销和个性化服务，进一步提升客户满意度。我们为所售产品提供定制化的质保期，质保期限通常与产品预期使用寿命相符，并经与客户协商确定。质保期一般为一年至十年不等，消费类电池产品的质保期最短，储能系统（ESS）电池产品的质保期最长。

在售后服务方面，我们提供全天候（24小时/7天）免费客户服务热线，及时接收并处理客户的售后服务请求或投诉。我们即时提供解决方案以满足客户需求，并通过回访电话确认客户满意度。针对客户投诉处理，我们建立了快速响应机制。我们为每位客户组建专属售后服务团队，并遵循"2-4-8-5时间节点"进行投诉处理，具体如下：（i）收到投诉后两小时内，提供初步响应；（ii）24小时内，实施应急措施并作出第二次响应；（iii）48小时内，开展根本原因分析，制定对策措施，并作出第三次响应；（iv）五个工作日内，落实对策措施，验证其有效性，并作出第四次响应。此外，我们采用质量管理系统对投诉管理进行数字化处理，规范流程，监控投诉解决进度并进行数据分析，进一步提升客户服务质量。我们建立了完善的响应机制以及产品退换货程序。我们一般仅接受经确认因我方原因导致质量问题的产品退货。在业绩记录期内及截至最后实际可行日期，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。

我们高度重视客户的反馈与建议，每年开展两次客户满意度调查，全面了解客户对我们技术、售前服务、业务运营、质量、交付及售后服务等方面的意见。

在业绩记录期内及截至最后实际可行日期，美国及欧盟相关主管机构征收的关税对我们产品的销售额、订单量或销售价格未产生任何重大不利影响。此外，在业绩记录期内及截至最后实际可行日期，我们未收到任何客户因美国及欧盟相关主管机构征收关税而提出的订单取消或重新谈判销售条款的请求。据此，我们的董事认为，且独家保荐人亦同意，在业绩记录期内及截至最后实际可行日期，美国及欧盟相关主管机构征收的关税对我们的业务经营及财务表现未产生重大不利影响。我们将密切关注关税政策的变化及其对我们业务的潜在影响。详情请参阅"风险因素——对我们产品或安装我们电池的终端产品实施的贸易限制、关税或制裁措施可能对我们的业务产生不利影响"。

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业务

仓储、物流及库存管理

我们建立了完善的仓储、物流及库存管理体系和程序。同时，我们定期审查和更新相关程序，并通过内部系统予以发布。我们亦提供员工培训，以确保严格遵守相关程序，包括对异常情况的检查、处理及报告，以维持标准化运营。我们亦聘请了具备相应资质的物流服务商，以确保产品安全、及时、可靠地交付。

物业

自有物业

我们的总部位于惠州。于最后实际可行日期，我们拥有位于中国的40幅地块的土地使用权，总用地面积约为450万平方米，主要用于生产设施、仓库、研发设施及办公室。我们亦拥有32处物业，总建筑面积约为300万平方米，主要用于生产设施、仓库、研发设施、办公室及员工宿舍。

于最后实际可行日期，我们仍在办理16处自有物业的房产证，该等物业的总建筑面积约为0.23万平方米。我们的董事预期，在取得上述物业的房产证方面不会遇到任何重大障碍。此外，刘先生及罗女士已承诺，就我们因未能取得上述物业房产证而可能遭受的任何损失、罚款或行政处罚对我们作出赔偿。我们就未能取得相关物业房产证一事迄今未遭受任何罚款或行政处罚。我们的中国法律顾问认为，综合考虑上述情况，我们在取得上述物业相关权属证书方面不存在重大障碍，且上述相关权属证书的缺失无论单独或合计均不会对我们的业务及经营业绩造成重大影响。

租赁物业

于最后实际可行日期，我们在中国共租赁15处主要办公及营运场所，总建筑面积约为0.13万平方米。于业绩记录期间及直至最后实际可行日期，我们在续签任何主要租约方面均未遇到重大困难。

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BUSINESS

As of the Latest Practicable Date, for four of our main leased properties, we have not been provided by the lessors with valid title certificates or other documents proving ownership rights of the leased properties, and we have not completed the registration and filing for all of our main leased properties. The main leased properties for which we have not been provided with valid title certificates or other proofs of ownership rights are generally used as production facilities, warehouses and offices. We have leased the above properties long-term and have not encountered any disputes relating to the ownership of the above properties during our lease period. Our operations are not materially dependent on the above properties. We believe, and our PRC Legal Advisor concurs, that even if our use of such leased properties is challenged and we are required to vacate these properties and identify alternative properties, we will be able to timely find comparable properties to relocate, and such relocation will not materially affect our operations. As advised by our PRC Legal Advisor, our failure to register and file the lease agreements for our leased properties will not affect the validity of such lease agreements or our continued use of such leased properties, but the relevant competent housing authorities may order us to register the lease agreements within a prescribed period of time and impose a fine of up to RMB10,000 for each non-registered lease agreement if we fail to complete the registration and filing within the prescribed timeframe. During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any administrative penalties by the relevant PRC government authorities, nor have we experienced any termination or interruption of business operations or major property loss due to (i) the failure to register and file the lease agreements as described above, or (ii) the absence of property ownership certificates for four main leased properties, as described above. In addition, Dr. Liu and Ms. Luo has also undertaken to indemnify us against any losses that may arise from our inability to continue using any of the leased properties due to the aforementioned defects. As such, our PRC Legal Advisor is of the view, and our Directors concur, that the non-registration of the lease agreements and the absence of property ownership certificates for the above leased properties would not materially and adversely affect our business operations. Our Directors are of the view that based on the foregoing, the risk of us being forced to relocate from the relevant properties is remote, and that any forced relocation will not have a material adverse impact on our business operations and financial performance, given that (i) the total gross floor area of the relevant properties represents a relatively small portion of the aggregate gross floor area of all our properties; and (ii) alternative premises are available at reasonable locations and prices, and we believe we would not experience any difficulties timely locating new properties and migrating our operations in the unlikely event of forced relocation.

As of September 30, 2025, none of the properties leased by us had a carrying amount of 15% or more of our consolidated total assets. According to Chapter 5 of the Hong Kong Listing Rules and section 6(2) of the Companies Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice, this Document is exempt from the requirements of section 342(1)(b) of the Companies (Winding up and Miscellaneous Provisions) Ordinance to include all interests in land or buildings in a valuation report.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

BUSINESS

LICENSES, PERMITS AND APPROVALS

We are required to obtain permits, licenses, approvals, filings and certifications for certain business operated by us from the relevant government authorities as required under PRC laws and regulations. During the Track Record Period and up to the Latest Practicable Date, we had obtained all licenses, permits, approvals, filings and certifications that are material to our operations, and such licenses, permits, approvals, filings and certifications all remain in full effect. See "Regulatory Overview" for more details regarding the laws and regulations to which we are subject.

During the Track Record Period and up to the Latest Practicable Date, we had not experienced any material difficulty in renewing such licenses, permits, approvals and certificates. To the best of our Directors' knowledge, we do not expect to encounter any material difficulty in renewing them when they expire, if applicable, and no material unexpected or adverse changes have occurred since the date of their respective issuance.

The following table sets forth the key licenses and permits material to our business and operations as of the Latest Practicable Date:

| License/Permit | Holder | Grant Date | Expiration Date | |---|---|---|---| | Laboratory Accreditation Certificate (實驗室認可證書) | EVE Energy (億緯鋰能) | 2025.11.20 | 2031.11.19 | | Radiation Safety Permit (輻射安全許可證) | EVE Energy (億緯鋰能) | 2025.10.22 | 2030.7.15 | | Permit for Urban Sewage Discharge into Drainage Network (城鎮污水排入排水管網許可證) | EVE Energy (億緯鋰能) | 2025.6.23 | 2030.6.22 | | Permit for Urban Sewage Discharge into Drainage Network (城鎮污水排入排水管網許可證) | EVE Energy (億緯鋰能) | 2021.03.24 | 2026.03.24 | | Permit for Urban Sewage Discharge into Drainage Network (城鎮污水排入排水管網許可證) | EVE Energy (億緯鋰能) | 2023.10.08 | 2028.10.07 | | Permit for Urban Sewage Discharge into Drainage Network (城鎮污水排入排水管網許可證) | EVE Energy (億緯鋰能) | 2025.9.19 | 2026.9.18 |

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BUSINESS

| License/Permit | Holder | Grant Date | Expiration Date | |---|---|---|---| | Pollution Discharge Permit (排污許可證) | EVE Energy (億緯鋰能) | 2024.10.18 | 2029.10.17 | | Pollution Discharge Permit (排污許可證) | EVE Energy (億緯鋰能) | 2024.07.08 | 2029.07.07 | | Pollution Discharge Permit (排污許可證) | EVE Energy (億緯鋰能) | 2024.10.21 | 2029.10.20 | | Import and Export Goods Consignor/Consignee Record (進出口貨物收發貨人備案) | EVE Energy (億緯鋰能) | 2011.12.17 | Long-term validity |

EMPLOYEES

As of September 30, 2025, we had 30,896 employees, the majority of which were located in China.

The following table sets forth a breakdown of our employees by function as of September 30, 2025:

| Function | Number of Employees | % of Total | |---|---|---| | Administrative | 3,744 | 12.1% | | Financial | 221 | 0.7% | | Sales and marketing | 1,468 | 4.7% | | R&D | 6,444 | 20.9% | | Manufacturing | 19,019 | 61.6% | | Total | 30,896 | 100.0% |

Our success depends on our ability to attract, retain and motivate qualified personnel. As part of our human resources strategy, we offer employees competitive salaries and performance-based cash bonuses. We primarily recruit our employees through internal referrals, online recruitment, campus recruitment and local job fairs. We align our employee planning and recruitment strategies with our strategic development plan, proactively reserving talent and building a talent pipeline. We have established detailed policies to manage our recruitment processes. Standard employment contracts and confidentiality agreements are signed with employees, and we have also entered into non-compete agreements with key employees.

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BUSINESS

We protect the legal rights of all employees and encourage employees to participate in our management decision-making process. We prohibit all forms of discrimination based on race, gender, religion, age, nationality or any other characteristic.

We have established a training institute comprising eight academies, developing three curriculum systems — general, management, and professional — that cover programs such as onboarding training, professional development, and leadership enhancement. These programs cater to the training needs of employees at different levels, fostering knowledge transfer and sharing. Additionally, we have set up safety training centers in Huizhou and Jingmen to provide hands-on safety training and experiential learning, enhancing our employees' safety awareness and skills. We also collaborate with universities to support academic advancement and have designed customized courses on cross-cultural communication and international business for overseas talent, cultivating globally-minded and competitive international professionals.

As required by PRC laws and regulations, we participate in employee social security plans organized by municipal and provincial government, including pension, medical insurance, work-related injury insurance, unemployment insurance, maternity insurance and housing funds. We are required under PRC laws and regulations to make contributions to employee social security schemes at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. We have granted, and plan to continue to grant, share-based incentive awards to our employees in the future to incentivize their contributions to our growth and development.

To prevent the leak of trade secrets and confidential information, we have entered into confidentiality agreements with our key employees.

We hire outsourced employees for certain non-technical positions, such as security guards and janitors. We clearly specify the rights and obligations of our outsourced employees in the outsourcing agreements.

We believe that we maintain a positive working relationship with our employees. During the Track Record Period and up to the Latest Practicable Date, we had not experienced any material disputes with our employees.

INTERNAL CONTROL

We have established and implemented a risk management framework that covers risks that may arise in our operations, including procurement, production, sales and R&D, among others. This risk management system is designed to proactively identify, assess, and address potential risks, ensuring that issues related to risk management and internal control are promptly rectified and effectively overseen.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

BUSINESS

To continuously enforce and enhance risk management and corporate governance—especially after [REDACTED]—we have adopted and will maintain the following internal control measures:

•

Our Board is responsible for exercising risk management and internal control oversight, assessing key risk exposures, and ensuring that we respond adeptly to emerging risks and regulatory changes. Such an approach guarantees that risk management is not only established in policy but is actively embedded into our day-to-day strategic and operational decision-making.

•

BUSINESS

我们的审计部门负责对内部控制措施进行检查和评估。通过制定政策、监督执行、开展全面审计以及推动整改，我们的审计部门确保风险管理流程稳健、透明并持续改进——同时与董事会、风险部门、其他管理职能部门以及（必要时）外部专业人员保持密切协调。

•

我们聘请外部专业人员参与风险评估与管理。这些专家提供独立判断、专业技术支持及关键保证，与内部团队协作配合，确保在组织各层面全面遵守监管要求、有效管理风险并持续改善内部控制体系。

我们的风险管理框架深度融入整体组织架构之中。每个关键职能部门均被要求积极参与风险控制措施的识别、执行与评估，确保以综合协调、全员参与的方式保障企业免受运营、财务、合规及人员风险的侵害。这种分散化但协调统一的机制不仅支持全面的风险管理，还在整个企业范围内强化了责任担当与持续改进。

竞争

我们深耕锂离子电池行业，是少数在消费电池、动力电池及储能电池三大领域均处于领先地位的企业之一。全球锂离子电池行业竞争激烈，市场集中度相对较高。根据弗若斯特沙利文的数据，按出货量计，2024年全球消费电池、动力电池及储能电池前五大企业的市场份额分别占全球市场的61.9%、59.0%及76.7%。我们主要与其他大型锂离子电池制造商展开竞争。有关我们竞争格局、行业增长驱动因素及发展趋势的更多详情，请参阅"行业概览"章节。

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业务

我们相信，凭借多元化且差异化的产品组合、应用场景创新、客户基础、研发能力及智能制造工艺，我们具备良好的条件把握全球锂离子电池行业的增长趋势。按2024年出货量计，在消费电池领域，我们是全球最大的一次性锂电池供应商，以及全球第二大面向消费应用的消费类圆柱电池供应商（在中国制造商中排名第一）。在动力电池领域，我们是中国第二大商用车动力电池供应商，以及中国最大的46系列大圆柱电池供应商。在储能电池领域，我们是全球第二大电芯供应商，以及全球最大的户用储能电芯供应商。凭借我们在各细分市场的强大市场地位与技术实力，我们具备良好条件把握新兴机遇，提供创新型高质量产品，以满足不断演变的客户需求。

信息安全与隐私

我们高度重视信息安全管理，在运营中借鉴国际最佳实践。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》）及其他国家或地区的法律法规开展业务。

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。我们严格遵守适用的法律法规，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》）及其他适用法律法规，并持续强化数据合规管理实践。我们积极跟踪法律法规的最新动态及解释，开展合规风险评估，执行合规审查，并为员工提供相关培训。于追踪记录期间及直至最后实际可行日期，我们未曾发生任何重大数据泄露或数据、信息丢失事件。

保险

我们维持足以覆盖主要资产、设施及负债的保险，包括但不限于财产险、货物运输险、雇主责任险及产品责任险。我们定期根据既往经验、生产变化及行业规范的变动对保险覆盖情况进行审查。

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BUSINESS

可持续发展工作组制定了与我们愿景相符的"EM-POWER"管理战略。该战略涵盖七个关键重点领域：环境行动（E）、卓越制造（M）、人才多元（P）、组织治理（O）、共赢伙伴关系（W）、社区参与（E）及资源可持续性（R）。这些领域指导我们的可持续发展战略与管理、数字化与技术创新及价值创造。该战略由七项可执行计划支持，直接推动我们的可持续发展目标，并为管理ESG问题提供框架。

可持续发展联合专责小组作为我们的ESG执行机构，负责制定和实施具体计划以实现我们的可持续发展目标。专责小组每季度就ESG风险、进展及绩效向可持续发展工作组汇报。我们已实施可持续发展领导力评估机制，建立可量化的ESG绩效指标。该等指标与高级管理层薪酬挂钩，占个人绩效评估的2%。2024年，我们完成了对所有主要部门的量化ESG绩效评估，达成100%合规率。评估涵盖温室气体排放、废物管理、资源消耗、供应链ESG绩效、职业健康与安全、人才保留及可持续商业实践等议题。

ESG重要性评估及风险管理

我们认识到，开展ESG重要性评估以及识别和管理ESG相关风险对我们的可持续发展至关重要。根据香港联合交易所的ESG报告守则，我们通过同行基准比较、利益相关方调查及其他方式，结合我们的业务发展和行业趋势评估ESG重要性及风险。已识别的主要ESG风险包括：

实物风险

短期而言，台风、暴雨及洪涝等极端天气事件可能影响我们的上游价值链（包括生产和物流），导致成本增加。为应对这一风险，我们已多元化供应商基础，建立备选供应商名单，并减少对单一地理区域的依赖，以确保关键物料的供应。我们亦制定了极端天气应急预案，包括灾害预警、人员疏散、设备保护及数据备份。

长期而言，海平面上升及水资源短缺等挑战可能影响我们的运营及上游价值链。为降低此类风险，我们已减少供应链集中风险，并将气候相关环境影响评估纳入选址流程，确保我们运营的可持续性及韧性。

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BUSINESS

We are committed to minimizing the risks of product liability claims, warranty claims and product recalls through strict quality control measures. Furthermore, if our suppliers are deemed to bear (in whole or in part) product liability, we will evaluate the compensation or cost-sharing amounts to be claimed from the relevant suppliers under the terms and conditions of the supply agreements. We will also take into account various commercial factors as appropriate, including but not limited to the amount of compensation, the financial capability of the suppliers and the risk of supply chain disruptions we may face due to such compensation or cost-sharing claims.

During the Track Record Period and up to the Latest Practicable Date, we did not submit any material insurance claims, nor did we experience any material difficulties in renewing our insurance policies. Our Directors believe that our insurance coverage is adequate and in line with industry norm. However, the risks related to our business and operations may not be fully covered by insurance. For details, see "Risk Factors — We may not have adequate insurance to cover losses and liabilities arising from various operational risks and hazards."

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Environmental, Social, and Governance (ESG) Matters

ESG is an integral part of our corporate philosophy, and we actively integrate ESG principles into our business operations. Our goal is to become a green energy enterprise that spans all application scenarios across land, sea, and air, driving innovation in battery technologies to deliver new and innovative battery products.

ESG Governance

We embed the concept of social responsibility into our corporate culture, strategic planning, and daily operations, supported by a robust sustainability management framework. Our ESG governance system places our Board as the highest decision-making body, responsible for reviewing the annual sustainability report and overseeing key ESG matters. Under our Board, we have established a Sustainability Working Group, chaired by our Chairman, with the president and relevant vice presidents serving as members. This Committee formulates and reviews our sustainability goals and roadmap, reporting significant matters to our Board.

Sustainability considerations, including their impacts, risks, and opportunities, are incorporated into our daily management, strategic implementation, major decision-making, and risk control processes, driving the development of our ESG framework from the top down.

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BUSINESS

The Sustainability Working Group has formulated an "EM-POWER" management strategy aligned with our vision. This strategy encompasses seven key focus areas: Environmental Action (E), Manufacturing Excellence (M), People Diversity (P), Organizational Governance (O), Win-Win Partnerships (W), Engagement with Communities (E), and Resource Sustainability (R). These areas guide our sustainability strategy and management, digital and technological innovation, and value creation. The strategy is supported by seven actionable plans that directly advance our sustainability goals and provide a framework for managing ESG issues.

The Joint Task Force for Sustainability, our ESG execution body, is responsible for developing and implementing specific plans to achieve our sustainability targets. The task force reports quarterly to the Sustainability Working Group on ESG risks, progress, and performance. We have implemented a leadership evaluation mechanism for sustainability, establishing quantifiable ESG performance indicators. These indicators are linked to senior management compensation, accounting for 2% of individual performance evaluations. In 2024, we completed quantitative ESG performance assessments for all primary departments, achieving a 100% compliance rate. These assessments covered topics such as greenhouse gas emissions, waste management, resource consumption, supply chain ESG performance, occupational health and safety, human capital retention, and sustainable business practices.

ESG Materiality and Risk Management

We recognize that conducting ESG materiality assessments and identifying and managing ESG-related risks are critical to our sustainability. In accordance with the ESG Reporting Code of the Hong Kong Stock Exchange, we assess ESG materiality and risks based on our business development and industry trends through peer benchmarking, stakeholder surveys, and other methods. Key ESG risks identified include:

Physical Risks

In the short term, extreme weather events such as typhoons, heavy rain, and flooding could impact our upstream value chain (including production and logistics), leading to increased costs. To address this, we have diversified our supplier base, established a list of alternative suppliers, and reduced reliance on a single geographic region to ensure the availability of critical materials. We have also developed contingency plans for extreme weather, including disaster warnings, personnel evacuation, equipment protection, and data backup.

In the long term, challenges such as rising sea levels and water shortages may affect our operations and upstream value chain. To mitigate these risks, we have reduced supply chain concentration risks and incorporated climate-related environmental impact assessments into our site selection process, ensuring the sustainability and resilience of our operations.

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BUSINESS

Transition Risks

As global climate policies tighten, we face rising compliance costs. We closely monitor changes in external policies, regulations, and standards, engaging with stakeholders to interpret new regulations and develop response strategies to ensure compliance.

On the technology front, the use of recycled materials and the need to meet low-carbon requirements impose higher standards on product performance and battery lifespan, increasing R&D and production costs. We focus on developing next-generation key materials and battery technologies to deliver high-energy-density, integrated, durable, safe, and low-carbon battery products.

From a market perspective, increasingly stringent global carbon footprint standards directly affect product access qualifications. Green and low-carbon practices have become critical to procurement and consumer decisions. Failure to effectively implement low-carbon transitions could harm our brand reputation, reduce market competitiveness, and risk customer attrition. To address these challenges, we embed low-carbon and sustainability principles into every aspect of our design, production, and supply chain processes, minimizing carbon emissions to enhance market competitiveness and build customer trust.

As of June 30, 2025, we had not been subject to any material penalties for violations of product quality and safety, occupational health and safety, or social and environmental laws and regulations. Additionally, we had not experienced any material impacts from environmental, social, or climate-related risks on our business, strategy, or financial performance. After the [REDACTED], we will continue to optimize our risk identification and assessment procedures, enhance risk management capabilities, and regularly disclose ESG reports in compliance with regulatory requirements.

Environmental Protection

We strictly adhere to the Environmental Protection Law of the PRC and other relevant environmental regulations and standards. We have established internal management systems such as the Procedures for Identification and Control of Environmental Factors and have obtained ISO 14001 environmental management system certification. We are committed to minimizing the ecological and natural resource impacts of our operations. As of June 30, 2025, we had not experienced any environmental pollution incidents.

Emissions Management

We adhere to the principle of green development and strictly comply with the Air Pollution Prevention and Control Law of the People's Republic of China, the Solid Waste Pollution Prevention and Control Law of the People's Republic of China, and other relevant laws, regulations, and standards applicable to our operating regions and markets. We have developed specialized management systems covering wastewater, exhaust gases, solid waste, and environmental facilities, including internal procedures such as the Air Pollution Control

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BUSINESS

Procedure, Water Pollution Control Procedure, and Waste Control Procedure. These systems ensure strict control over our emissions of exhaust gases, wastewater, and solid waste, ensuring compliance with emissions standards. At the same time, we set and regularly update medium- and long-term environmental targets as well as annual goals, focusing on pollutant reduction and waste minimization. By strictly implementing pollution control and disposal measures, we are committed to continuously improving environmental performance and minimizing the environmental impact of our operations.

• Exhaust Gas Management: For production processes involving emissions, such as coating and liquid injection, we use advanced technologies, including activated carbon adsorption, spraying, and catalytic combustion, to efficiently collect and treat exhaust gases, ensuring compliance with emissions standards.

The following table sets forth our waste gas emission during 2022, 2023 and 2024:

| Metric | Unit | 2022 | 2023 | 2024 | |---|---|---|---|---| | Waste Gas Emission | | | | | | Nitrogen Oxides | Tons | 18.1 | 16.0 | 15.3 | | Sulfur Dioxide | Tons | 0.3 | 0.4 | 0.7 | | Organic Waste Gases | Tons | 12.3 | 17.6 | 40.3 |

• Wastewater Management: In wastewater management, we adhere to the principles of "separation of rainwater and wastewater" and "segregation of industrial and domestic wastewater." Industrial wastewater is treated and either discharged in compliance with standards or further processed for reuse in cooling systems. Domestic wastewater undergoes pretreatment before being discharged into municipal pipelines, while rainwater is directed into municipal rainwater systems.

The following table sets forth our wastewater discharges during 2022, 2023 and 2024:

| Metric | Unit | 2022 | 2023 | 2024 | |---|---|---|---|---| | Wastewater Discharges | | | | | | Wastewater | Tons | 45,734.0 | 46,484.9 | 65,344.3 | | Chemical Oxygen Demand (COD) | Tons | 2.4 | 3.4 | 2.5 | | NH3-N | Tons | 0.04 | 0.2 | 0.1 |

• Noise Control: For noise control, we prioritize the use of low-noise equipment and implement measures such as soundproofing, noise absorption, and vibration reduction to ensure compliance with boundary noise standards.

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BUSINESS

We strictly comply with relevant laws, regulations, and environmental standards, developing internal annual environmental self-monitoring plans and conducting environmental monitoring. This includes wastewater, exhaust gases, and boundary noise, using methods such as self-monitoring, online monitoring, and third-party testing. We have installed noise, exhaust gas, and industrial wastewater online monitoring equipment, as well as wastewater testing laboratories, to monitor pollutant emissions. Qualified third-party organizations are commissioned to conduct regular pollutant monitoring.

The following table sets forth our production of waste during 2022, 2023 and 2024:

| Metric | Unit | 2022 | 2023 | 2024 | |---|---|---|---|---| | **Waste** | | | | | | Total Hazardous Waste | Tons | 1,859.2 | 3,117.9 | 2,628.4 | | Hazardous Waste Density | Tons per person | 0.07 | 0.11 | 0.09 | | Total Non-Hazardous Waste | Tons | 16,585.7 | 112,988.1 | 155,106.2 | | Non-Hazardous Waste Density | Tons per person | 0.6 | 4.1 | 5.2 |

Energy and Resource Management

We are committed to improving energy efficiency and providing green products. We have established an energy management system in compliance with ISO 50001 standards and continuously improve our energy-saving and consumption-reduction policies. The system is implemented under the leadership of the president and executed by relevant functional departments and factories.

We actively promote digitalization in energy management. In 2024, we deployed smart meters, flow meters, and other IoT devices to build a three-tier metering system covering the company, factories, and individual processes. This system includes the Energy Digitalization 2.0 Platform and the President's Dashboard 1.0 System, enabling real-time energy monitoring, visual analysis of metrics, optimization, and intelligent alerts to support refined management decisions. In the future, we will further enhance metering levels, introduce AI-based intelligent optimization, and implement automatic regulation technologies for source-grid-load-storage systems to improve intelligent control capabilities.

Through ongoing efforts in energy diagnostics, benchmarking, and integrated energy station construction, we achieved a 12% year-on-year reduction in comprehensive energy consumption per unit of product and a 15.5% reduction in water consumption per unit of product in 2024. Additionally, we continue to enhance electricity demand-side management by optimizing distribution networks, building distributed energy and energy storage systems, and planning a virtual power plant platform. To eliminate waste, we conduct regular energy inspections, saving nearly 25 million kWh in 2024. Furthermore, we organize regular energy training and skill competitions to enhance employees' energy-saving awareness and operational skills, supporting sustainable operations and cost reduction.

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BUSINESS

The following table sets forth our energy consumption during 2022, 2023 and 2024:

| Metric | Unit | 2022 | 2023 | 2024 | |---|---|---|---|---| | **Energy Consumption** | | | | | | Total Energy Consumption | MWh | 2,206,857 | 3,232,689 | 3,691,875 | | Energy Consumption Intensity | MWh per person | 80.5 | 118.2 | 123.1 |

Carbon Emissions Management

To improve energy efficiency, we actively implement energy-saving retrofits for existing projects and energy-saving designs for new projects. We have improved our energy utilization efficiency by accurately identifying the energy supply needs of different areas and enhancing environmental insulation. For example, after the renovation of our Tonghu base, our annual electricity consumption decreased by 2.54 million kWh, reducing carbon dioxide emissions by 1,448 tons. Additionally, to improve the utilization efficiency of our formation and aging storage facilities and reduce energy waste caused by excessive standby periods, we developed a specialized energy-saving management plan for these processes. At the same time, we upgraded our automated management systems to reduce the annual electricity consumption of our manufacturing bases by 40.3 million kWh and carbon dioxide emissions by 22,977 tons.

We actively explore new technological applications to achieve integrated solutions for wind, solar, storage, and charging systems. For example, we have built an intelligent platform at our manufacturing bases that combines ESS services, EV charging services, and EV testing services. The system includes 11 smart fast-charging channels, supported by photovoltaic and wind power generation equipment with an annual output of 49,000 kWh and peak energy storage capacity of 1.72 MW. This project reduces carbon dioxide emissions by 28 tons annually.

Furthermore, we conduct regular energy inspections, including on-site checks of production equipment and key energy-intensive auxiliary devices such as dehumidifiers, chillers, air compressors, boilers, and coating ovens. For equipment operating outside energy-saving parameters, key metrics and management practices are promptly corrected. In 2024, we organized over 48 energy inspections, addressing more than 260 issues. In 2024, our energy-saving and carbon reduction projects achieved annual energy savings equivalent to 29,566 tons of standard coal and reducing annual carbon dioxide emissions by 120,912 tons.

We also actively invest in and collaborate on rooftop photovoltaic power station projects, green electricity procurement, and green certificates to expand the use of renewable energy. In 2024, our cumulative installed photovoltaic capacity reached 92.3 MW, generating 104,602.5 MWh annually and reducing carbon dioxide emissions by approximately 59,654 tons.

Since 2022, we verify our GHG emissions and certify the carbon footprint of our products every year.

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BUSINESS Metric

GHG Emissions Total GHG Emissions ў ў ў ў Direct GHG Emissions ў ў ў Indirect GHG emissions ў ў GHG Emission Intensity ў ў

Unit

2022

2023

2024

Tons CO2 eq. Tons CO2 eq. Tons CO2 eq. Tons CO2 eq. per person

1,042,122 90,420 951,702 38.0

1,466,173 102,432 1,363,741 53.6

1,585,161 102,465 1,482,696 52.8

Note: Scope 1 GHG emissions are primarily from the consumption of direct energy (gasoline, natural gas, etc.) in our operations; Scope 2 GHG emissions are primarily from the consumption of indirect energy (purchased or acquired electricity) in our operations. The data refers to the Reporting Guidance on Environmental KPIs of the Hong Kong Stock Exchange, and the GHG emission factor for purchased electricity refers to the national grid average emission factor for 2022; and Scope 3 GHG emissions are derived from purchased goods and services, use of sold products and employees' commuting of our business operation, where the activity level data is mainly based on internal data systems and purchasing records and sales records, internal survey questionnaires, and relevant emission factors and parameters are derived from the US Environmentally-Extended Input-Output (EEIO) databases, Ecoinvent database, China Products Carbon Footprint Factors Database, Guidelines for Accounting Methods and Reporting of Greenhouse Gas Emissions for Land Transportation Enterprises, Fuel Consumption Limits and Measurement Methods for Natural Gas Operating Buses (JT/T 1444-2022), UK DEFRA GHG Conversion factor 2022, IPCC Sixth Assessment Report, and 2006 IPCC Guidelines for National Greenhouse Gas Inventories.

In the future, we will continue to reduce greenhouse gas emissions by implementing energy-saving and emission-reduction measures and actively supporting the green transition. Based on the greenhouse gas emission intensity in 2024, we plan to lower overall emission intensity by 10% within the next three years.

Water Resource Management

We place great importance on the rational utilization and protection of water resources, strictly complying with relevant laws, regulations, and standards in our operating regions. We implement water conservation measures, water quality monitoring, and treatment plans to ensure the sustainable use of water resources.

To promote efficient resource utilization, we implemented water-saving measures, such as a steam condensate recovery project at our Jingmen facility. This initiative successfully enabled the recycling of municipal steam condensate, avoiding the adverse environmental impact of high-temperature water discharge and significantly reducing water consumption. In 2024, this project reduced steam condensate discharge by 363,000 tons.

In the future, we will continue to implement measures to reduce water consumption and promote recycling. These efforts include recovering condensate water from dehumidifiers, reusing treated wastewater from sewage treatment stations, applying electrochemical water treatment technologies, improving the water production efficiency of purification systems, and recycling concentrated water. Over the next three years, we aim to reduce water intensity per unit by 5% annually.

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BUSINESS

The following table sets forth our water consumption during 2022, 2023 and 2024:

| Metric | Unit | 2022 | 2023 | 2024 | |---|---|---|---|---| | Water Consumption | | | | | | Total Water Consumption ў ў ў ў ў | Cubic Meters | 4,792,057 | 6,805,098 | 7,831,151 | | Water Consumption Density ў ў ў | Cubic Meters per person | 174.7 | 248.9 | 261.1 |

Materials Recycling

We regard the establishment of a comprehensive materials recycling system as a critical pathway to achieving sustainable development. Through continuous technological innovation, product design optimization, and deep industrial chain collaboration, we systematically embed the concept of resource recycling into every key stage of the product lifecycle.

• Production Stage: We promote an "extreme manufacturing" technology system aimed at significantly reducing the consumption of raw and auxiliary materials and the generation of waste during manufacturing. For example, the Huizhou Base Factory 27 repurposes aluminum-plastic film scraps as raw materials for other products. The Jingmen Base successfully achieved resource utilization of NMP condensate waste liquid by recycling it for equipment pipeline cleaning, effectively reducing the consumption of fresh water and chemical cleaning agents.

• Packaging and Distribution Stage: We focus on green transformation in packaging by promoting and applying reusable packaging designs to replace traditional single-use packaging materials. For instance, the Jingmen Base Factory 16 has fully replaced the external packaging of raw materials required for battery manufacturing with reusable packaging boxes and standardized pallets, significantly reducing the environmental impact of packaging waste. In 2024, this initiative reduced waste generation by 678 tons.

BUSINESS

We also pay close attention to the impact of our production and operations on biodiversity and natural resources, promoting sustainable ecological thinking throughout the value chain. By advocating for resource recycling and innovating materials, structures, processes, and equipment, we aim to enhance resource utilization rates and achieve a green circular economy. These efforts support our commitment to providing customers with green, high-quality products while protecting ecosystem health and stability.

Addressing Climate Change

We deeply recognize the profound impact of climate change on the global ecological environment and corporate development. With sustainable development as our goal, we are committed to establishing an efficient and transparent governance framework for sustainability issues to effectively respond to climate-related risks and opportunities.

We have specifically established the Sustainability Working Group as the governance body for climate-related risks and opportunities, supported by a dedicated management team — the Carbon Emissions Management Committee. This ensures that every step, from strategic decision-making to execution, is capable of responding swiftly and accurately to climate change.

In April 2024, we launched the CREATE Carbon Neutrality Strategy, which encompasses six key areas: Carbon Footprint Management, Recycling, Efficiency in Manufacturing, Assurance (internal and external audits), Technology Innovation, and Energy Transition. The strategy aims to achieve operational carbon neutrality by 2030 and carbon neutrality across the core value chain by 2040. Guided by the "dual carbon" goals, we will continue to leverage technological innovation to improve resource utilization efficiency, collaborate with value chain partners to promote green and low-carbon development, and contribute to the global energy transition.

Social Responsibilities

Product Quality and Safety

Driven by digitalization, we continuously optimize our quality management system and product safety mechanisms, strengthening risk identification, assessment, and control of quality issues. We have cultivated a quality culture to enhance awareness and improvement capabilities across all employees while improving product traceability and recall management systems.

We have established a Product Safety Management Committee, led by the vice president of the Quality Center, to achieve cross-departmental collaboration on product quality and safety. By linking senior management compensation and performance with key safety indicators and further breaking down process performance targets, we ensure safety responsibilities are assigned to specific roles and individuals.

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BUSINESS

我们的综合质量管理体系覆盖产品全生命周期，确保质量体系文件的一致落实及业务流程的唯一性。我们制定了包括《质量手册》、《产品安全管理规定》及《风险和机遇识别、评价与控制程序》在内的关键文件，以明确职责与目标。我们还建立了产品安全事件问责机制，以全面保护客户权益。

2024年，我们所有成熟运营及已认证主体均取得ISO9001:2015或IATF 16949:2016标准认证。QC080000有害物质过程管理体系通过内外部审核得到有效实施并持续优化。在业绩记录期间，我们未收到任何有关产品有害物质违规的通知，也未发生重大安全及质量责任事故。

我们每年至少开展一次全面深入的质量管理体系内部审核，秉持"以质量数据驱动改善、赋能制造运营"的原则。我们开发了"2+1"数字化项目与平台，以全面提升过程质量改善能力，支持质量人才结构转型，并推动质量管理实践向主动式、持续改善方向转变。

人力资源

员工健康与安全

我们严格遵守《安全生产法》及《职业病防治法》，构建双重预防机制和综合应急管理体系。我们引入了包括《职业健康安全手册》和《危害识别与控制程序》在内的20余项监管文件。通过建立ISO 45001职业健康安全管理体系及安全生产标准化，确保职业健康因素融入新建、改建及扩建项目。我们持续强化职业危害监测、防护用品配备及全员综合健康检查，系统性优化工作环境。

我们设立了安全生产委员会，由总裁担任主席，下设防火防爆、机械安全及员工健康三个专项分委会。各运营单位须成立安全分委会，由副总裁或总经理担任负责人，形成清晰、权责明确的三级联动机制。重大风险问题由专项工作组负责，并调配资源高效解决。通过整合数字化管理与员工参与机制，我们确保工作场所安全合规，打造让员工安心、令客户满意的健康企业。

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BUSINESS

在业绩记录期间，我们未发生重大员工伤亡事故。

员工职业发展

我们致力于为员工提供全面的职业发展支持与培训机会，以提升其技能与专业素养，实现员工与公司的共同成长。我们聚焦提升员工专业能力与职业发展，制定了《培训控制程序》，并成立专属培训学院以统筹管理培训项目。我们的培训举措涵盖领导力发展、学历提升、多元化职业路径及考核评价机制。

员工权益保障

我们高度重视员工福利与权益保障，严格遵守《中华人民共和国劳动法》及全球各运营所在地的劳动法律法规。我们在招聘及平等就业方面坚持公平、公正、公开原则，规范招聘面试程序，确保所有应聘者获得平等对待。我们公开披露岗位资质要求，依据能力择优选拔、招募和培养人才，确保招聘流程与标准的一致性与客观性。在吸引和招募优秀人才的过程中，我们坚决反对任何形式的就业歧视，无论其基于性别、国籍、年龄、种族、民族、宗教信仰、残障状况、性取向或家庭状况，为所有人提供平等公正的职业发展机会。

我们保障员工的结社自由权，坚决反对强迫劳动、童工、歧视及职场骚扰，致力于营造多元、和谐、开放的工作环境。我们通过建立完善的劳动权益管理机制，并出台保护女性及少数群体员工的相关政策，切实保障员工合法权益。在业绩记录期间，未发生强迫劳动、歧视、骚扰、童工、奴役或劳动争议事件，职业健康与安全得到有效保障。

在薪酬福利方面，我们坚持同工同酬原则，建立了覆盖全体员工的具有竞争力的薪酬体系。该体系包含基本薪酬、绩效薪酬、改善激励、运营激励及股权激励等多层次激励机制。我们设立共享激励奖金池，鼓励各部门实施多元化即时激励。此外，我们提供多样化的非货币性福利，关注女性员工、退休员工及弱势群体的需求。我们设立了"亿纬家园"员工互助基金，为有需要的员工提供支持。

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BUSINESS

Democratic Communication

We highly value employees' opinions and have established open communication channels. The Employee Voice Service Management Regulations were introduced to ensure confidential handling of complaints through online and offline channels, with whistleblower protection measures in place. Complaint resolution and response rates have consistently reached 100%, with results publicly disclosed in 2024.

We conduct annual employee satisfaction surveys and regularly perform organizational capability assessments and Gallup Q12 engagement surveys. Based on these evaluations, targeted improvement measures are implemented.

Responsible Procurement

We regard supply chain management as a critical component of sustainable development. By strengthening supplier management and improving risk control mechanisms, we are committed to fulfilling environmental and social responsibilities and building an efficient, stable, and sustainable supply chain.

We have developed and optimized the TREE sustainable supply chain management system, emphasizing transparency, recyclability, efficiency, and eco-friendliness. Sustainability practices are integrated throughout the supplier management process to ensure fair collaboration and ethical operations. Suppliers undergo qualification reviews and sustainability assessments, including evaluations of their ESG risks. Additional audits are conducted for medium- and high-risk suppliers, with anti-bribery and anti-corruption requirements incorporated into the audit process to strengthen ethical oversight.

Using the Supplier Relationship Management System, we track corrective actions and have established specific regulations to define communication, complaint, and ESG risk management processes. For full traceability, the X-MOT system ensures data accuracy. Suppliers are required to sign the Supplier Code of Conduct, Integrity Commitment Letter, and Confidentiality Agreement, fostering a healthy business ecosystem.

As a company focused on lithium battery products, we continue to introduce domestic and international regulations such as the EU Battery Regulation into our management system, issuing the Responsible Mineral Supply Chain Due Diligence Policy. Suppliers involved in minerals such as gold, tantalum, tungsten, cobalt, tin, manganese, lithium, nickel, graphite, and mica are required to sign the Responsible Mineral Supply Chain Due Diligence Agreement, undergo due diligence, and ensure their products are free from conflict minerals or ties to armed groups violating human rights.

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Suppliers are required to establish related policies, implement due diligence procedures, and cooperate in providing relevant information. Conflict mineral audits are integrated into supplier sustainability assessments, driving upstream and downstream partners to establish management processes and fulfill their due diligence obligations. During the Track Record Period, no raw materials were sourced from conflict-affected or high-risk areas.

Business Ethics and Anti-Corruption

We have issued the EVE Energy Code of Business Conduct, which all our employees and stakeholders are required to follow. To uphold our reputation internationally, we have developed localized Employee Compliance Handbooks for projects in Malaysia, Hungary, and the United States, providing compliance guidance tailored to each jurisdiction. A dedicated compliance management department oversees key areas such as export controls, supply chain traceability, and cross-border data management, working collaboratively with other departments to ensure the effective operation of the compliance framework.

In anti-bribery and anti-corruption management, our Board oversees the group's integrity initiatives, while the Audit Committee supervises and evaluates the effectiveness of these efforts. Building on the EVE Energy Code of Business Conduct, we have continuously refined the Anti-Fraud Management Regulations and Whistleblowing Management Regulations, to standardize ethical conduct. Commercial ethics audits are conducted at least once every three years to strengthen risk prevention and supervisory effectiveness. Regular training on integrity and ethical behavior is provided to employees, fostering a positive and transparent corporate culture.

We encourage employees, suppliers, customers, and other stakeholders to report violations through multiple complaint and whistleblowing channels, with robust protections in place for whistleblowers.

Public Welfare and Philanthropy

We are committed to corporate social responsibility and actively engage in public welfare and philanthropy. These efforts include participating in volunteer services, supporting government initiatives such as rural revitalization, and contributing to local economic growth and the advancement of the renewable energy industry. As part of our rural revitalization initiatives, we are establishing a manufacturing base in Qujing, Yunnan that will feature six production lines, which are expected to create approximately 2,000 jobs for local residents to drive regional economic growth. We have also participated in local rural revitalization initiatives led by the Huizhou local government, making donations to support rural development products. In the field of educational philanthropy, we optimize educational resources through initiatives such as industry-academia collaborations and educational donations. Additionally, in 2024, our employees completed over 4,800 hours of volunteering services for the local community, providing in-home support and visiting families in need. These actions reinforce our commitment to fulfilling corporate social responsibilities.

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AWARDS AND RECOGNITIONS

During the Track Record Period, we have won numerous awards, honors and recognitions for our achievements and outstanding product quality, including the following:

| Year of Grant | Award/Recognition | Issuing Organization/Authority | |---|---|---| | 2025 | National Champion in Manufacturing — Lithium Manganese Primary Battery | Department of Industry and Information Technology | | | China's Top 500 Private Enterprises | All-China Federation of Industry and Commerce | | | Fortune China 500 | Fortune Media IP Limited | | 2024 | National Champion in Manufacturing (2024 to 2026) — Battery Capacitors | Department of Industry and Information Technology | | | Second-Class National Science and Technology Progress Award | Central Committee of the Communist Party of China and the State Council | | | National-Level Smart Factory of Excellence | Ministry of Industry and Information Technology | | | National-Level Green Factory | Ministry of Industry and Information Technology | | 2023 | China Patent Excellence Award for a Lithium Battery Cathode, Lithium Battery, and Its Preparation Method | China National Intellectual Property Administration | | | National Intellectual Property Model Enterprise | National Intellectual Property Administration | | | Top 500 Private Manufacturing Enterprises | All-China Federation of Industry and Commerce | | | China's Top 500 Private Enterprises | All-China Federation of Industry and Commerce | | 2022 | "Champion Product in Manufacturing" (2023–2025) for lithium-thionyl chloride batteries | Ministry of Industry and Information Technology and the China Federation of Industrial Economics | | | Top 500 Private Manufacturing Enterprises | All-China Federation of Industry and Commerce |

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LEGAL PROCEEDINGS AND COMPLIANCE

Legal Proceedings

From time to time, we may become involved in legal proceedings and claims that arise in the ordinary course of our business activities. We cannot predict the results of litigation and claims. See "Risk Factors — We may be involved in legal or other proceedings arising out of our business operations from time to time and may face reputational risks and significant liabilities as a result."

During the Track Record Period and up to the Latest Practicable Date, there were no legal proceedings pending or threatened against us or our Directors that could, individually or in the aggregate, have a material adverse effect on our business, financial condition and results of operations.

Non-Compliance

During the Track Record Period and up to the Latest Practicable Date, we had not been involved in any material non-compliance incidents that have led to fines, enforcement actions, or other penalties that would have a material adverse effect on our business, results of operations, financial condition or reputation.

INTERNAL CONTROL AND RISK MANAGEMENT

Our Directors believe that internal control procedures and risk management are crucial to our business development and success. In order to strengthen our internal control procedures and risk management system to better safeguard the interests of our Shareholders, we have adopted enhanced internal control and risk management measures as follows:

Our Board is responsible for overseeing our internal control system, ensuring its effectiveness, and maintaining our risks at an appropriate level. The Audit Department is responsible for inspecting and evaluating internal controls; our Audit Department conducts annual assessments of our internal controls and prepares Internal Control Evaluation Reports, which are submitted to the Audit Committee and the Board for review. The Risk Management Committee manages business risks and is responsible for regularly reviewing risk management control measures. We have reviewed our risk management and internal control systems and conduct reviews annually, including an evaluation of all major controls, such as financial, operational, and compliance controls. We require each department to proactively identify the risks they face, as well as the internal and external factors influencing those risks. We monitor risks related to sanctions during our business processes and will make every effort to ensure that we do not sell products to any entities subject to economic sanctions. When necessary, we will engage external professional advisors and collaborate with our internal audit and legal teams to conduct regular reviews, ensuring the validity of all registrations, licenses, permits, filings, and approvals.

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Taking into consideration the adoption and implementation of the above-mentioned internal control procedures and risk management measures, our Directors are of the view that our enhanced internal control and risk management system are adequate and effective to address various potential risks identified in relation to our business.

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OVERVIEW

Upon [REDACTED], our Board will consist of eight Directors, comprising four executive Directors, one non-executive Director and three independent non-executive Directors. Our Directors are appointed for a term of three years and are eligible for re-election upon expiry of their term of office. The independent non-executive Directors shall not hold office for more than six consecutive years pursuant to the relevant PRC laws and regulations. All of our Directors and senior management members meet the qualification requirements under the relevant PRC laws and regulations and the Hong Kong Listing Rules for their respective positions.

BOARD OF DIRECTORS

The following table sets forth the key information about our Directors.

| Name | Age | Position/Title | Time of Joining our Group | Appointment Effective Date | Responsibilities | |------|-----|----------------|--------------------------|---------------------------|-----------------| | **Executive Directors** | | | | | | | Dr. Liu Jincheng (劉金成) | 61 | Executive Director and chairman of the Board | December 2001 | September 22, 2002 | Managing the operations of the Board, overall strategic planning and setting the business direction of our Group | | Mr. Liu Jianhua (劉建華) | 51 | Executive Director and president | December 2001 | October 19, 2010 | Managing the operations of the Board, overall strategic planning and setting the business direction of our Group | | Ms. Jiang Min (江敏) | 43 | Executive Director, vice president, Board secretary, and financial controller | March 2016 | October 31, 2022 | Managing financial matters, capital operations, compliance matters and Board related matters of the Company |

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| Name | Age | Position/Title | Time of Joining our Group | Appointment Effective Date | Responsibilities | |------|-----|----------------|--------------------------|---------------------------|-----------------| | Ms. Zhu Yuan (祝媛) | 46 | Executive Director | July 2004 | June 27, 2025 | Responsible for managing certain technical and R&D modules | | **Non-executive Director** | | | | | | | Dr. Ai Xinping (艾新平) | 57 | Non-executive Director | October 2007 | October 19, 2010 | Participating in the formulation of our Company's corporate and business strategies | | **Independent Non-executive Directors** | | | | | | | Mr. Du Xiaopeng, Simon (杜小鵬) | 58 | Independent non-executive Director | October 2025 | October 27, 2025(1) | Responsible for providing independent opinion and judgment to the Board | | Dr. Xie Shisong (謝石松) | 62 | Independent non-executive Director | October 2025 | October 27, 2025(1) | Responsible for providing independent opinion and judgment to the Board | | Ms. Li Chunge (李春歌) ("Ms. Li") | 58 | Independent non-executive Director | October 2022(2) | October 31, 2022(1) | Responsible for providing independent opinion and judgment to the Board |

Notes: (1) Redesignated as an independent non-executive Director with effect from the [REDACTED].

(2) Ms. Li served as an independent director of our Company between October 2011 and October 2016. She then resumed the role of an independent director of our Company on October 31, 2022.

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Executive Directors

Dr. Liu Jincheng (劉金成), aged 61, joined our Group in December 2001 and has served as our chairman of the Board since September 2002. He also served as our president from December 2001 to October 2019. Dr. Liu possesses extensive experience in battery technology, new materials, and business management, and he plays a key role in the strategic development and overall management of the Group, serving various positions within our Group, including serving as a director in our Major Subsidiaries.

Prior to founding the Group, he served as an engineer at the Yangtze River Power Plant (長江電源廠) from July 1985 to March 2000. From May 2000 and before joining the Group, he worked at Huizhou Desay Energy Technology Co., Ltd. (惠州德賽能源科技有限公司). Dr. Liu was a non-executive director of Smoore International Holdings Limited (思摩爾國際控股有限公司), a company listed on the Stock Exchange (stock code: 6969) from October 2019 to December 2022.

Dr. Liu obtained a bachelor's degree in chemistry from Chengdu Institute of Telecommunication Engineering (成都電訊工程學院) (currently known as the University of Electronic Science and Technology of China (電子科技大學)) in the PRC in July 1985, a master's degree in physical chemistry from Wuhan University (武漢大學) in the PRC in July 1993, a doctorate in materials physics and chemistry from South China University of Technology (華南理工大學) in the PRC in December 2004, and an executive master's degree in business administration from China Europe International Business School (中歐國際工商學院) in the PRC in September 2012. Dr. Liu has been a certified senior engineer (正高級工程師) in the PRC since March 2019.

Mr. Liu Jianhua (劉建華), aged 51, joined our Group in December 2001 and is currently our president. He has been serving as an executive Director of our Company since October 2010, and as our president since October 2019. Previously, he served as our vice president from December 2001 to October 2019. He also serves various positions within our Group, including serving as a director and president in some of our subsidiaries.

Prior to joining the Group, he served as a director and general manager at Suzhou Zhitong Electronics Co., Ltd. (蘇州直通電子有限公司) from May 2003 to February 2018. From October 2017 to April 2021, he served as the general manager and an executive director at Shenzhen Zhidongcang Electronics Technology Co., Ltd. (深圳市知冬藏電子科技有限公司) and Shenzhen Zhiqiushou Electronics Technology Co., Ltd. (深圳市知秋收電子科技有限公司). In addition, he served as an executive director and general manager at Shenzhen Zhichungeng Electronics Technology Co., Ltd. (深圳市知春耕電子科技有限公司) and Shenzhen Zhixiazong Electronics Technology Co., Ltd. (深圳市知夏耕電子科技有限公司) from October 2017 to May 2021.

Mr. Liu obtained a master's degree in business administration from the University of Wales in November 2007, and an executive master's degree in business administration from China Europe International Business School (中歐國際商學院) in the PRC in October 2013.

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Ms. Jiang Min (江敏), aged 43, joined our Group in March 2016 and is currently our executive Director, vice president, Board secretary and financial controller. Prior to that, she was our deputy finance manager from March 2016 to April 2016, our finance manager from April 2016 to February 2018, and our finance director from February 2018 to January 2021. Ms. Jiang has over 20 years of experience in financial management, corporate governance, and business operations. She also serves various positions within our Group, including serving as a director and financial controller in some of our subsidiaries.

Prior to joining our Group, Ms. Jiang worked at Sony Precision Device (Huizhou) Co., Ltd. (索尼精密部品(惠州)有限公司) from June 2006 to March 2016. Ms. Jiang has also served as a non-executive director of Smoore International Holdings Limited (思摩爾國際控股有限公司), a company listed on the Stock Exchange (stock code: 6969) since December 2022.

Ms. Jiang obtained a bachelor's degree in accounting from Wuhan University (武漢大學) in the PRC in June 2003. Ms. Jiang also obtained the qualification of board secretary certified by the Shenzhen Stock Exchange in September 2019.

Ms. Zhu Yuan (祝媛), aged 46, joined our Group in July 2004 and was appointed as our executive Director in June 2025. She has over 22 years of experience in technical management and organizational leadership. She first joined our Group as a deputy chief engineer and a deputy general manager of the battery division from July 2004 to September 2017. She was a supervisor of the Company from October 2007 to October 2010. She then became the technical director from August 2016 to July 2023. From October 2016 to June 2025, she was the chairperson of our supervisory board. She also served as the dean of our micro battery research institute from April 2022 to August 2023. Subsequently, she served as the deputy director of our energy storage institute from August 2023 to September 2023. From August 2022 to October 2023, she was the deputy secretary of our Company's Party Committee.

Between July 2023 and August 2025, she was a vice-chairperson of our science and technology committee. Between September 2023 and August 2025, she was the dean of our energy storage research institute. Between August 2025 and October 2025, she was a director of our science and technology committee. She has been the dean of our research institute and the dean of our power battery research institute since October 2025 and September 2025, respectively. She has also been the chairperson of our labour committee since February 2019. Additionally, she has served as the secretary of our Company's Party Committee since October 2023.

Ms. Zhu obtained a bachelor's degree in environmental engineering from Nanchang Hangkong Industrial Institute (南昌航空工業學院) (currently known as Nanchang Hangkong University (南昌航空工業大學)) in the PRC in July 2001, and a master's degree in chemistry from Fuzhou University (福州大學) in the PRC in July 2004.

She was certified as an associate senior engineer in the PRC in December 2020.

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Non-executive Director

Dr. Ai Xinping (艾新平), aged 57, joined our Group in October 2007. He has been a non-executive Director of our Company since October 2010, and previously served as our independent Director from October 2007 to October 2010.

Dr. Ai has over 30 years of experience in scientific research, teaching, and corporate governance. He worked as a lecturer from October 1995 to October 1998, an associate professor from November 1998 to October 2005, and a professor since November 2005 at Wuhan University (武漢大學) in the PRC.

He has also been an independent director of Wuhan Jihechang New Materials Co., Ltd. (武漢吉和昌新材料股份有限公司), a company listed on the Beijing Stock Exchange (stock code: 874693) since August 2022.

Dr. Ai obtained a bachelor's degree and a doctorate in physical chemistry from Wuhan University (武漢大學) in the PRC in June 1990 and December 1995, respectively.

Independent Non-executive Directors

Mr. Du Xiaopeng, Simon (杜小鵬), aged 58, was appointed as our independent Director in October 2025, and is redesignated as our independent non-executive Director effective upon [REDACTED]. He has over 20 years of experience in the telecommunications sector.

Between February 1999 to June 2006, Mr. Du served as the director of general manager's office, human resources minister, deputy general manager, executive deputy general manager, managing director, TCL communication department vice president, and member of TCL group's president office of Huizhou TCL Mobile Communications Co., Ltd. (惠州TCL移動通信有限公司). He also served as the executive director of TCL Communication Technology Holdings Limited, a company that was previously listed on the Stock Exchange (stock code: 2618) before it was privatized and delisted in September 2016.

From September 2006 to April 2025, Mr. Du served as the chairman of the board of directors at Shenzhen United Tong Chuang Technology Co., Ltd. (深圳市聯合同創科技股份有限公司), and a director of the company from April 2025 to October 2025. From June 2017 to December 2019, Mr. Du was a director of Qinhuangdao Tianye Tolian Heavy Industry Co., Ltd. (秦皇島天業通聯重工股份有限公司) (currently known as JA Solar Technology Co., Ltd. (晶澳太陽能股份有限公司)), a company listed on the Shenzhen Stock Exchange (stock code: 002459). From April 2018 to April 2024, he was an independent director of Shanghai Buke Automation Co., Ltd. (上海步科自動化股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 688160). From June 2012 to June 2018, he served as an independent director at Shenzhen Tongwei Digital Technology Co., Ltd. (深圳市同為數碼科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002835), and has been serving as its director since June 2018. From November 2018 to February 2025, Mr. Du served as an independent director at Sekorm Advanced Technology (Shenzhen) Co., Ltd. (世強先進(深圳)科技股份有限公司).

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He obtained a bachelor's degree in engineering from Xi'an Jiaotong University (西安交通大學) in the PRC in July 1990, a master's degree in telecommunications and electronic systems from The Chinese Academy of Space Technology (中國空間技術研究院) in the PRC in March 1993, and an executive master's degree in business administration from China Europe International Business School (中歐國際工商學院) in September 2009.

Dr. Xie Shisong (謝石松), aged 62, was appointed as our independent Director in October 2025, and is redesignated as our independent non-executive Director effective upon [REDACTED]. Dr. Xie is responsible for providing independent advice to the Board and contributing to the formulation of corporate governance and strategic decisions of the Group.

Dr. Xie has over 30 years of experience in legal education, international law research, and commercial arbitration. From 1991 to October 2023, Dr. Xie served as a lecturer, associate professor, and professor at the School of Law, Sun Yat-sen University (中山大學法學院) in the PRC.

Dr. Xie has also held directorships and supervisory positions in other listed companies over the past three years. He has been serving as an independent director of Guangzhou Yuexiu Capital Holdings Group Co., Ltd. (廣州越秀資本控股集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000987), since September 2020. Dr. Xie served as an independent director of Guangzhou Gaolan Energy Conservation Technology Co., Ltd. (廣州高瀾節能技術股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300499), from May 2017 to May 2023. Additionally, Dr. Xie served as a supervisor of GF Securities Co., Ltd. (廣發證券股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000776) and listed on the Stock Exchange (stock code: 1776), from June 2020 to May 2024.

Dr. Xie obtained a bachelor's degree in law in July 1985, a master's degree in law in September 1988, and a doctorate degree in law in August 1991, all from the School of Law of Wuhan University (武漢大學法學院), located in the PRC.

Ms. Li Chunge (李春歌), aged 58, served as an independent Director of our Company from October 2011 to October 2016. She then rejoined our Company in October 2022, and has been serving as an independent Director. She is redesignated as our independent non-executive Director effective upon [REDACTED]. Ms. Li has over 30 years' experience in accounting, finance, and higher education.

Prior to joining our Group, Ms. Li worked as a finance director at Shenzhen Hedan Pharmaceutical Company (深圳市合丹醫藥公司). From July 2003 to September 2022, Ms. Li worked as a faculty member at the department of Economics and Management in Huizhou University (惠州學院) in the PRC.

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Ms. Li has also been serving as an independent director of Guangdong Chenyi Intelligent Technology Co., Ltd. (廣東辰奕智能科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 301578), since May 2024.

Ms. Li obtained a bachelor's degree in accounting from Jiangxi University of Finance and Economics (江西財經大學) in the PRC in July 1993, a master's degree in economics from Hebei University (河北大學) in the PRC in June 1997, and a master's degree in applied financial accounting from the University of Newcastle in December 2001. She obtained a PRC senior accountant qualification in January 2005, a PRC certified public accountant qualification in June 2011, and an independent director qualification from the Shenzhen Stock Exchange in August 2010.

SENIOR MANAGEMENT

The following table sets out key information about our senior management.

| Name | Age | Position/Title | Time of Joining our Group | Date of Appointment as Senior Management | Responsibilities | |---|---|---|---|---|---| | Mr. Liu Jianhua (劉建華) | 51 | Executive Director and president | December 2001 | December 24, 2001 | Managing the operations of the Board, overall strategic planning and setting the business direction of our Group | | Ms. Jiang Min (江敏) | 43 | Executive Director, vice president, Board secretary, and financial controller | March 2016 | October 31, 2022 | Managing financial matters, capital operations, compliance matters and Board related matters of the Company |

Mr. Liu Jianhua (劉建華), aged 51, is an executive Director and president of our Company. See "— Executive Directors" above for details of his biography.

Ms. Jiang Min (江敏), aged 43, is an executive Director, a vice president, the Board secretary, and the financial controller of our Company. See "— Executive Directors" above for details of her biography.

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FURTHER INFORMATION ABOUT OUR DIRECTORS AND SENIOR MANAGEMENT

During the Track Record Period, there was an incident involving our Company, certain Directors who are also senior management members of our Company, primarily due to inadvertent oversight and unfamiliarity with the relevant requirements under the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange (《深圳證券交易所創業板股票上市規則》) in connection with related party interpretation thereunder, who were subject to administrative regulatory measures by the Guangdong Regulatory Bureau of the CSRC (中國證券監督管理委員會廣東監管局) ("CSRC Guangdong Bureau"), details of which are as follows:

On August 16, 2023, the CSRC Guangdong Bureau issued a caution letter (警示函) to our Company, Dr. Liu, the chairman of the Board, Mr. Liu Jianhua, executive Director and president of the Company, and Ms. Jiang Min, executive director, vice president, the Board secretary and our financial controller, for failing to cause the Company to timely comply with the approval procedures and disclosure obligations in relation to several related party transactions in relation to (i) purchase of lithium iron phosphate from, and sale of lithium carbonate to, Qujing Defang EVE Co., Ltd. (曲靖市德枋億緯有限公司) ("Qujing Defang") in the transaction amount of RMB1.65 billion and RMB96.7 million, respectively, from December 22, 2022 to May 18, 2023, and (ii) purchase of anode materials from, and staff secondment to, Changzhou BTR New Material Technology Co., Ltd. (常州市貝特瑞新材料科技有限公司) ("Changzhou BTR", together with Qujing Defang, the "Relevant Related Parties") in the transaction amount of RMB0.55 billion and RMB0.17 million, respectively, from November 24, 2022 to May 18, 2023, (the "Subject Transactions"). Qujing Defang is a company established in the PRC which principally engages in research and development, production and sale of lithium iron phosphate, and is held as to (i) 60% by Shenzhen Dynanonic Co., Ltd. (深圳市德方納米科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300769) and an Independent Third Party, and (ii) 40% by our Company, respectively. Changzhou BTR is a company established in the PRC which principally engages in research and development, production and sale of electronic materials, and is held as to (i) 51% by BTR (Jiangsu) New Materials Technology Co., Ltd. (貝特瑞(江蘇)新材料科技有限公司), a company listed on the Beijing Stock Exchange (stock code: 835185) and an Independent Third Party, (ii) 25% by SK On Co., Ltd., an Independent Third Party (Note), and (iii) 24% by EVE Asia Co., Limited, our subsidiary. Each of the Relevant Related Parties were related parties of the Company under the applicable provisions under the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange because Ms. Li Mufen (李沐芬) and Mr. Wang Shifeng (王世峰), who were appointed as the directors of the Relevant Related Parties in December 2022 and November 2022, respectively, were the former senior management members of the Company within 12 months at the time when the Subject Transactions were conducted, and the Subject Transactions should have been subject to applicable disclosure and shareholders' approval requirements before carrying out. While the

Note: For details, see "Financial Information — Subsequent Events".

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DIRECTORS AND SENIOR MANAGEMENT

公司曾于2021年发布公告，披露设立相关关联方作为合营企业及委任合营企业董事的计划。由于证券部门负责处理信息披露相关事务的相关工作人员因疏忽大意，以及对相关披露规定不熟悉和/或存在误解，批准并披露相关交易的相关董事会及股东大会分别仅于2023年4月17日及2023年5月18日召开。

刘博士、刘建华先生及蒋敏女士分别以董事会主席、公司总裁及公司董事会秘书/财务总监身份，被认定未能履行《上市公司信息披露管理办法》第四条及第五十一条所规定的勤勉尽责义务。上述条款规定，上市公司董事及高级管理人员须忠实、勤勉地履行职责，保证所披露信息的真实性、准确性和完整性，并确保信息披露的及时性与公平性。据此，依据《上市公司信息披露管理办法》第五十二条，中国证监会广东监管局决定对公司及上述相关人员采取出具警示函的行政监管措施。深圳证券交易所亦于2023年7月11日就相关交易向公司发出监管函，认定公司未能遵守《深圳证券交易所创业板股票上市规则》第1.4条、第5.1.1条、第7.2.7条及第7.2.8条的规定。上述规则主要内容包括：（i）上市公司须遵守《深圳证券交易所创业板股票上市规则》，并应诚实守信、勤勉尽责；（ii）上市公司及相关信息披露义务人应及时、公平地披露所有可能对公司股票及其衍生品交易价格或投资者投资决策产生重大影响的信息或事项，并确保所披露信息真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏；（iii）上市公司与关联方发生的交易（不含提供担保或财务资助）金额达到人民币30万元及以上，或超过人民币300万元且占公司最近一期经审计净资产绝对值0.5%及以上的，应及时予以披露；（iv）上市公司与关联方发生的交易（不含提供担保）金额超过人民币3,000万元且占公司最近一期经审计净资产绝对值5%及以上的，应将该交易提交股东大会审议，并披露审计报告或评估报告。

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DIRECTORS AND SENIOR MANAGEMENT

相关交易系公司在编制截至2022年12月31日止年度年度报告过程中自查发现，认定其违反了深圳证券交易所相关上市规则。彼时，相关财务及合规人员开展了以下工作：（i）就年度报告编制内容要求，对相关财务年度内集团所进行的交易开展年度例行综合盘点及交叉核查；（ii）就年度报告所需披露内容，对公司与关联方的所有往来进行专项审查。在收到警示函及监管函之前，公司自查发现相关交易后，公司及相关责任人立即高度重视所发现的问题，主动向深圳证券交易所报告，并立即采取必要且有效的整改措施，包括：（i）全面梳理关联方及关联交易清单，以识别其他可能存在的关联交易；（ii）在相关交易经董事会及股东正式审议批准之前，立即停止开展相关交易；以及（iii）于发现相关交易后立即通过公告披露相关交易，向股东告知交易详情，说明相关交易系基于公司业务发展需要，按公平、公正、合理原则以正常商业条款进行，不影响公司及股东利益。

继上述事件发生后，公司及相关责任人已采取进一步跟进措施，以防止类似事件再次发生，并维护公司及全体股东的利益，具体包括：

（i）通过专业机构开展培训，持续提升相关规则法规及关联交易相关法律知识的合规意识

To strengthen compliance and understanding of related party transaction regulations, professional parties conduct training sessions for the Company at least annually. Additionally, our securities and finance departments reinforce this knowledge by providing targeted training and reminders to Directors and finance staff during Board meetings that approve related party transactions and during monthly financial review meetings, respectively. To ensure ongoing awareness, the most up-to-date list of related parties is regularly distributed to key departments, emphasizing the critical importance of adhering to all regulatory requirements for related party transactions.

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DIRECTORS AND SENIOR MANAGEMENT (ii) Further strengthening internal control and standardization of internal screening, reporting and information disclosure system relating to related party transactions

Our legal department collaborates closely with our securities department to maintain a comprehensive and up-to-date list of related parties, ensuring strict compliance with applicable laws, regulations, accounting policies, and the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange. Our legal department also provides advices on assessing related party relationships, taking into account factors such as shareholding structures, management positions, and control relationships.

Our securities department is responsible for regularly updating the list of related parties and related party transactions, distributing it to the finance and legal Departments on a monthly basis. During the approval process for any agreement to be executed by our Group, the legal department cross-checks the counterparty's identity against the related parties list to identify potential related party transactions. Similarly, our finance department conducts this verification before approving any payments to be made by our Group. Once a potential related party transaction is identified, both our legal and finance departments notify our securities department of the disclosure and approval requirements for such transactions.

Our finance department conducts a monthly review of the types and amounts involved in related party transactions. Additionally, our finance manager cross-checks the list of related party transactions with the corresponding public announcements to ensure the accuracy of disclosures and transaction amounts. This process ensures compliance and transparency in all related party dealings.

(iii) Streamlining the nomination process of directorship in joint venture

Following the aforementioned incident, personnel nominated as directors of joint ventures are selected by our human resources department, with their qualifications reviewed by both the investment and securities departments before the nomination proposal is submitted to management for final approval. This multi-departmental involvement in the nomination and review process ensures that all related parties are thoroughly identified and potential conflicts of interest are mitigated.

The enhanced internal control process is overseen by two key individuals: (i) Ms. Jiang Min, our executive Director, vice president, Board Secretary, and financial controller, whose extensive experience and qualifications are detailed in the "Directors and Senior Management" section; and (ii) our senior vice president, who has a background in the investment banking division of a securities company and is well-versed in the disclosure and approval requirements under PRC laws and regulations. Together, they oversee the execution of our Group's internal control measures.

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DIRECTORS AND SENIOR MANAGEMENT

As at the Latest Practicable Date and to our best knowledge, (i) all such incidents have been concluded, (ii) there has not been any further regulatory request, action or correspondence between the Company, relevant Directors or senior management members on one hand and the Shenzhen Stock Exchange and/or the CSRC Guangdong Bureau on the other hand, and (iii) other than disclosed above, neither of our Company, Dr. Liu, Mr. Liu Jianhua, nor Ms. Jiang Min have been imposed any other penalties or involved in any other investigation, hearing or proceeding brought or instituted by any securities regulatory authority or stock exchange, relating to the aforementioned incidents. As the Relevant Related Parties are not controlled by our Group, and the Subject Transactions were conducted for business development and needs of the Company on arm's length, and fair and reasonable basis, each of the Company, Dr. Liu, Mr. Liu Jianhua and Ms. Jiang Min does not derive any benefit from the aforementioned incidents.

Notwithstanding the above incidents, our Board is of the view that such administrative regulatory measure does not impugn the integrity or suitability of Dr. Liu, Mr. Liu Jianhua, and Ms. Jiang Min to serve as our Directors and/or senior management members of the Company under Rules 3.08 and 3.09 of the Listing Rules and the suitability of the Company for [REDACTED] under Rule 8.04 of the Listing Rules, based on the following factors:

•

董事及高级管理层 概况

上述所披露的情况除外，本公司的董事或高级管理层成员均未曾于本文件日期前三年内担任任何于香港或海外证券市场上市的公众公司董事。

上述所披露的情况除外，本公司的董事或高级管理层成员与本公司任何其他董事及高级管理层成员均无亲属关系。

除本文件所披露者外，就本公司董事在作出一切合理查询后的最佳知识、资料及信念而言，并无其他有关委任本公司董事的事项须提请股东注意，且截至最后实际可行日期，并无根据《上市规则》第13.51(2)(h)至(v)条须予披露的有关本公司董事的资料。

联席公司秘书

江敏女士于2025年6月获委任为本公司联席公司秘书，自[已编辑]起生效。其履历详情请参阅上文"——执行董事"一节。

冯慧森女士（Ms. Fung Wai Sum）为本公司联席公司秘书。冯女士现任联交所多家上市公司的公司秘书╱联席公司秘书，包括：友誼時光股份有限公司（FriendTimes Inc.）（股份代号：6820）、同道獵聘集團（Tongdao Liepin Group）（股份代号：6100）、綠地香港控股有限公司（Greenland Hong Kong Holdings Limited）（股份代号：0337）、深圳市海王英特龍生物技術股份有限公司（Shenzhen Neptunus Interlong Biotechnique Company Limited）（股份代号：8329）、中國正通汽車服務控股有限公司（China ZhengTong Auto Services Holdings Limited）（股份代号：1728）、ClouDr Group Limited（股份代号：9955）、藥師幫股份有限公司（YSB Inc.）（股份代号：9885）及米高集團控股有限公司（Migao Group Holdings Limited）（股份代号：9879）。冯女士为特许秘书、特许治理专业人士，以及香港特许治理公会及英国特许治理公会的联系会员。冯女士于2008年11月取得香港城市大学专业会计及公司治理硕士学位。

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DIRECTORS AND SENIOR MANAGEMENT

BOARD COMMITTEES

Our Board delegates certain responsibilities to various committees. In accordance with the relevant PRC laws and regulations and the Corporate Governance Code, our Company has formed four Board committees, namely the Audit Committee, the Nomination Committee, the Remuneration and Evaluation Committee and the Strategy and Sustainable Development Committee.

Audit Committee

We have established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph D.3 of the Corporate Governance Code. Upon [REDACTED], the Audit Committee consists of three Directors, namely Ms. Li Chunge (李春歌), Dr. Xie Shisong (謝石松) and Mr. Du Xiaopeng, Simon (杜小鵬). Ms. Li Chunge (李春歌), who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules, serves as the chairperson of the Audit Committee. The primary duties of the Audit Committee include, but are not limited to, reviewing the Company's financial information and its disclosure, monitoring and evaluating internal and external audit work and internal controls.

Nomination Committee

We have established a Nomination Committee with written terms of reference in compliance with paragraph B.3 of the Corporate Governance Code. Upon [REDACTED], the Nomination Committee consists of three Directors, namely Ms. Li Chunge (李春歌), Dr. Liu and Dr. Xie Shisong (謝石松). Ms. Li Chunge (李春歌) serves as the chairperson of the Nomination Committee. The primary duties of the Nomination Committee include, but are not limited to, developing standards and procedures for the election of our Board members, chief executive officer and members of the senior management, and selecting and examining the qualifications of the candidates for our Board members, chief executive officer and members of the senior management.

Remuneration and Evaluation Committee

We have established a Remuneration and Evaluation Committee with written terms of reference in compliance with paragraph E.1 of the Corporate Governance Code. Upon [REDACTED], the Remuneration and Evaluation Committee consists of three Directors, namely Dr. Xie Shisong (謝石松), Ms. Li Chunge (李春歌) and Mr. Du Xiaopeng, Simon (杜小鵬). Dr. Xie Shisong (謝石松) serves as the chairperson of the Remuneration and Evaluation Committee. The primary duties of the Remuneration and Evaluation Committee include, but are not limited to, formulating evaluation standards for Directors and senior management and implementation of the evaluation, and formulating and reviewing the remuneration policies and plans for Directors and senior management.

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DIRECTORS AND SENIOR MANAGEMENT

Strategy and Sustainable Development Committee

We have established a Strategy and Sustainable Development Committee. The Strategy and Sustainable Development Committee consists of three Directors, namely Dr. Liu, Mr. Liu Jianhua (劉建華) and Dr. Ai Xinping (艾新平). Dr. Liu serves as the chairperson of the Strategy and Sustainable Development Committee. The primary duties of the Strategy and Sustainable Development Committee include, but are not limited to, conducting research and making recommendations on our Company's long-term development plan, major investment decisions, and sustainable development initiatives.

CONFIRMATION FROM OUR DIRECTORS

Rule 8.10 of the Listing Rules

Each of our Directors confirms that as of the Latest Practicable Date, he or she did not have any interest in a business which competes or is likely to compete, either directly or indirectly, with our Company's business which would require disclosure under Rule 8.10 of the Listing Rules.

Rule 3.09D of the Listing Rules

Each of our Directors confirms that he or she (i) has obtained the legal advice referred to under Rule 3.09D of the Listing Rules in June 2025, and (ii) understands his or her obligations as a director of a listed issuer under the Listing Rules.

Rule 3.13 of the Listing Rules

Each of the independent non-executive Directors 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 has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person of the Company under the Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors that may affect his or her independence at the time of his or her appointment.

COMPENSATION OF DIRECTORS

Our Directors receive compensation in the form of fees, salaries, allowances, discretionary bonuses, share-based compensation, retirement benefit scheme contributions and other benefits in kind.

For the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, the aggregate amount of remuneration paid or payable to our Directors amounted to RMB10,487,000, RMB15,854,000, RMB5,664,000 and RMB23,719,000, respectively.

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DIRECTORS AND SENIOR MANAGEMENT

Under the current compensation arrangement, we estimate the total compensation before taxation to be accrued to our Directors for the year ending December 31, 2026 to be approximately RMB19,311,000.

The total emoluments for the remaining individuals among the five highest paid individuals amounted to RMB20,400,000, RMB37,222,000, RMB17,945,000 and RMB78,841,000 for the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025 respectively.

During the Track Record Period, no remuneration was paid by our Company to, or receivable by, our Directors 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 waived any remuneration. Save as disclosed above, no other payments have been paid, or are payable, by our Company or any of our subsidiaries to our Directors or the five highest paid individuals during the Track Record Period.

For additional information on Directors' remuneration during the Track Record Period as well as information on the highest paid individuals, please see Notes 10 and 11 to the Accountants' Report set out in Appendix I to this Document. For the details of the share awards that were granted to our Directors and senior management, see "Statutory and General Information — ESOP Plan" in Appendix IV for further details.

CORPORATE GOVERNANCE

Our Company aims to achieve high standards of corporate governance which are crucial to our development and safeguard the interests of our Shareholders. To accomplish this, we expect to comply with the Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules after the [REDACTED].

BOARD DIVERSITY POLICY

In order to enhance the effectiveness of our Board and to maintain the high standard of corporate governance, we have adopted the board diversity policy which sets out the objective and approach to achieve and maintain diversity of our Board. Pursuant to the board diversity policy, we seek to achieve board diversity through the consideration of a number of factors when selecting the candidates to our Board, including but not limited to gender, skills, age, professional experience, knowledge, cultural and educational background, and length of service. The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to our Board.

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DIRECTORS AND SENIOR MANAGEMENT

Our Directors have a balanced mix of knowledge and skills, including overall management and strategic development, finance, accounting and corporate governance in addition to industry experience. We have three independent non-executive Directors with different industry backgrounds, representing more than one-third of the members of our Board. Our Company has evaluated the structure, size and composition of our Board, and is of the opinion that the structure of our Board is reasonable, and the experience and skills of the Directors in various aspects and fields can enable our Company to maintain a high standard of operations.

Besides, we particularly recognize the importance of gender diversity. Pursuant to our board diversity policy, we aim to continue to have at least 20% female representation in the Board and the current composition of the Board satisfies this target gender ratio with three female Directors. We have taken, and will continue to take, steps to promote gender diversity at all levels of our Company, including but without limitation to our Board and senior management levels. Going forward, we will continue to work to enhance gender diversity of our Board when selecting and recommending suitable candidates for Board appointments. Our Company also intends to promote gender diversity at the mid to senior level so that our Company can maintain a balanced gender ratio at different levels. 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.

Our Nomination Committee is responsible for ensuring the diversity of our Board members. After the [REDACTED], our Nomination Committee will examine the board diversity policy from time to time to ensure its continued effectiveness and we will disclose in our corporate governance report about the implementation of the board diversity policy on an annual basis.

COMPLIANCE ADVISOR

We have appointed Rainbow Capital (HK) Limited as our Compliance Advisor pursuant to Rules 3A.19 and 3A.23 of the Listing Rules. The Compliance Advisor will provide us with guidance and advice as to compliance with the Listing Rules and other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Advisor will advise our Company in certain circumstances including:

(a) before the publication of any regulatory announcement, circular or financial report;

(b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues, sales or transfers of treasury shares and share repurchases;

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DIRECTORS AND SENIOR MANAGEMENT

(c)

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

OUR CONTROLLING SHAREHOLDERS

As of the Latest Practicable Date, the total issued share capital of our Company was held as to approximately 2.87% by Dr. Liu, 3.12% by Ms. Luo, who is Dr. Liu's spouse, and 31.35% by EVE Holdings, which was in turn held by Dr. Liu and Ms. Luo as to 50% each. Therefore, as of the Latest Practicable Date, Dr. Liu, Ms. Luo and EVE Holdings collectively controlled the voting rights of approximately 37.33% of the total issued share capital of the Company.

Immediately following the completion of the [REDACTED] and assuming no new Shares are issued pursuant to the [REDACTED] and under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, Dr. Liu, Ms. Luo and EVE Holdings will collectively hold approximately [REDACTED]% of our issued share capital. Accordingly, Dr. Liu, Ms. Luo and EVE Holdings will continue to be our Controlling Shareholders upon the completion of the [REDACTED].

The principal businesses of EVE Holdings and/or its associates (collectively referred to as "EVE Holdings Group") encompass supply of (a) raw materials for the production of lithium batteries, such as NMP, conductive slurry, lithium iron phosphate, technical grade lithium chloride, battery-grade lithium carbonate, nickel sulfate, cobalt sulfate, battery casing structural parts, central dust collection systems, cleanroom engineering, equipment consumables, (b) portable energy storage products and portable chargers (such as chargers for household appliances), and (c) new energy vehicle leasing.

The Company engages in a number of business transactions with EVE Holdings Group, which will constitute continuing connected transactions under Chapter 14A of the Listing Rules. For the years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2025, (i) the amount of sales to EVE Holdings Group for the supply of products and services amounted to RMB215.16 million, RMB156.23 million, RMB213.27 million and RMB279.99 million respectively, which accounted for 0.59%, 0.32%, 0.44% and 0.62% of the Group's total revenue during each of the relevant periods; (ii) the amount of purchases from EVE Holdings Group for the procurement of products and services amounted to RMB360.90 million, RMB498.99 million, RMB1,184.19 million and RMB862.29 million respectively, which accounted for 1.18%, 1.23%, 2.95% and 2.28% of the Group's total cost of sales during each of the relevant periods. For details of such connected transactions, see "Connected Transactions".

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

INDEPENDENCE OF OUR BUSINESS

Having considered the following factors, our Directors are satisfied that we are able to carry out our business independently from our Controlling Shareholders and their respective close associates upon and after the [REDACTED].

Operational Independence

Our Company has full rights to make all decisions on, and to carry out, our own business operations independently. We hold our own operation resources including but not limited to customers and suppliers, as well as our own registered patents which can be used for producing our products. We have a team of senior management to operate the business independently from our Controlling Shareholders and their respective close associates. We also have access to third parties independently from, and not connected with, our Controlling Shareholders for sources of suppliers, customers and business partners. Based on the above, our Directors believe that we are operationally independent from our Controlling Shareholders and their respective close associates.

Based on the above, our Directors are satisfied that we have been operating independently from our Controlling Shareholders and/or its close associates during the Track Record Period and will continue to operate independently of the business of our Controlling Shareholders upon [REDACTED].

Management Independence

Our management and operational decisions are made by the Board in a collective manner. Upon [REDACTED], the Board comprises eight Directors, including four executive Directors, one non-executive Director and three independent non-executive Directors.

Our Directors have relevant experience to ensure the proper functioning of the Board. We further believe that our Directors and members of the senior management are able to act independently from our Controlling Shareholders and their respective close associates for the following reasons:

(a) except for Dr. Liu who is one of the Controlling Shareholders and Ms. Luo's spouse and holds 50% of equity interest in EVE Holdings, all other Directors and senior management have no other relationship with our Controlling Shareholders and its close associates. They have substantial experience in the industry and have been with our Group in management capacity for a number of years as further described in the section headed "Directors and Senior Management", which will enable them to discharge their duties independently from the Controlling Shareholders. Specifically, when performing his duty as one of the executive Directors of the Company, Dr. Liu has been devoting and will continue to allocate adequate amount of time and efforts to the management and operation of our Group and would bear the best interests of the Company and the Shareholders as a whole;

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

(b) our independent non-executive Directors have extensive experience in different areas. We believe that they will be able to exercise their independent judgment and will be able to provide impartial opinions in the decision-making process of our Board to protect the interests of our Shareholders;

(c) each of our Directors is aware of his or her fiduciary duties as a director, which requires, among other things, that he or she acts for our Company's best interests and he or she must not allow any conflict between his or her duties as a Director and his or her personal interests;

(d) our Company is an A-share listed company and has established internal control mechanisms to identify related party transactions and connected transactions to ensure that our Shareholders or Directors with conflicting interests in a proposed transaction will abstain from voting on the relevant resolutions. Where a Board meeting or Shareholders' meeting is held to consider a proposed transaction in which our Directors or Controlling Shareholders or any of their respective close associates have a material interest, the relevant Directors or our Controlling Shareholders and its close associates shall abstain from voting on the relevant resolutions and shall not be counted towards the quorum for the voting; and

(e) we have adopted a series of corporate governance measures to manage potential conflicts of interest, if any, between our Group and our Controlling Shareholders, which would enhance our independent management. For further information, see "— Corporate Governance Measures" below.

Financial Independence

Our Group has its own internal control, accounting, funding, reporting and financial management system as well as accounting and finance department. Moreover, our Group opens and manages bank accounts independently, and has never shared any bank account with our Controlling Shareholders. Our Group has independent taxation registration according to the relevant laws, and makes tax payments independently according to the applicable PRC taxation laws and regulations. Our Group has never made any tax payment jointly with our Controlling Shareholders or any other entities controlled by it.

As of the Latest Practicable Date, our Group does not rely on our Controlling Shareholders and/or its close associates for any provision of financial assistance. Our Directors confirm that as of the Latest Practicable Date, on one hand, none of the Controlling Shareholders or its close associates provided any loans, guarantees or pledges to our Group and, on the other hand, our Group did not provide any loans, guarantees or pledges to our Controlling Shareholders.

Based on the above, our Directors are of the view that we are able to maintain financial independence from our Controlling Shareholders and its close associates.

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

RULE 8.10 OF THE LISTING RULES

As of the Latest Practicable Date, none of our Controlling Shareholders had any interest in any business which competes or is likely to compete, either directly or indirectly, with our Company's business which would require disclosure under Rule 8.10 of the Listing Rules.

Unlike the Company, EVE Holdings (which is wholly owned by Dr. Liu and Ms. Luo) and its associates do not engage in the manufacturing and sale of EV batteries. The Company and EVE Holdings Group each occupies a different position in the value chain. EVE Holdings Group engages in (i) the supply of raw materials and structural parts for the manufacture of battery products, which occupies a distinctively more upstream position than the Company; and (ii) the supply of portable chargers and vehicle leasing services to end customers, which occupies a distinctively more downstream position than the Company. The Company engages in none of the aforementioned businesses of EVE Holdings Group, and there is no overlap between the end customers of the Company and those of EVE Holdings Group. Therefore, there is no competition between the businesses of the two.

CORPORATE GOVERNANCE MEASURES

Our Directors believe that there are adequate corporate governance measures in place to manage the potential conflict of interests between our Controlling Shareholders and our Group and to safeguard the interests of our Shareholders taken as a whole for the following reasons:

- where a Shareholders' meeting is to be held for considering proposed transactions in which our Controlling Shareholders or any of their respective close associates has a material interest, our Controlling Shareholders will not vote on the resolutions and shall not be counted in the quorum in the voting;

- our Group has established internal control mechanisms to identify connected transactions. Upon the [REDACTED], if any transaction is proposed between our Group and our Controlling Shareholders and their respective associates, we will comply with the requirements of the Articles of Association and the Listing Rules, including, where appropriate, the reporting, annual review by the independent non-executive Directors, announcement and independent Shareholders' approval;

- our Board consists of a balanced composition of executive Directors, non-executive Director and independent non-executive Directors, with independent non-executive Directors representing not less than one-third of our Board to ensure that our Board is able to effectively exercise independent judgment in its decision-making process and provide independent advice to our Shareholders. Our independent non-executive Directors individually and collectively possess the requisite knowledge and experience to perform their duties. They will review whether there is any conflict of interests between our Group and our Controlling Shareholders and provide impartial and professional advice to protect the interests of our minority Shareholders;

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RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS

- where our Directors reasonably request the advice of independent professionals, such as financial advisers, the appointment of such independent professionals will be made at our Company's expenses; and

- we have appointed Rainbow Capital (HK) Limited as our Compliance Advisor, who will provide advice and guidance to us in respect of compliance with the applicable laws and the Listing Rules including various requirements relating to directors' duties and corporate governance, and inform us on a timely basis of any amendment or supplement to the Listing Rules or applicable laws and regulations in Hong Kong.

Based on the above, our Directors are satisfied that sufficient corporate governance measures have been put in place to manage conflicts of interest that may arise between our Company and our Controlling Shareholders, and to protect our minority Shareholders' interests after the [REDACTED].

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CONNECTED TRANSACTIONS

Upon [REDACTED], certain transactions between us and our connected persons will constitute continuing connected transactions under Chapter 14A of the Listing Rules.

CONNECTED PERSONS

We have entered into certain transactions in the ordinary and normal course of our business with the following entities expected to constitute our connected persons under Chapter 14A of the Listing Rules upon [REDACTED], which will constitute continuing connected transactions upon [REDACTED]:

| Name of Connected Persons | Connected Relationship | |---|---| | EVE Holdings and/or its associates (collectively referred to as "EVE Holdings Group") | EVE Holdings is owned as to 50% by Dr. Liu, our executive Director and chairman of the Board, and 50% by his spouse, Ms. Luo, and is one of our Controlling Shareholders. Therefore, EVE Holdings will be a connected person of our Company upon [REDACTED]. |

SUMMARY OF OUR CONTINUING CONNECTED TRANSACTIONS

| Transaction | Applicable Listing Rules | Counterparty | Waiver/confirmation sought | Proposed annual cap for the year ending December 31, 2026 (RMB in million) | |---|---|---|---|---|

CONNECTED TRANSACTIONS

**Partially-exempt continuing connected transactions (Note)**

| Transaction | Applicable Listing Rules | Counterparty | Waiver/confirmation sought | Proposed annual cap for the year ending December 31, 2026 (RMB in million) | |---|---|---|---|---| | Purchase and Sales Framework Agreement (EVE Holdings) | 14A.76(2)(a) and 14A.105 | EVE Holdings | Announcement | | | – Procurement of the relevant products and services | | | | 3,582 | | – Supply of the relevant products and services | | | | 789 | | Entrusted Processing and R&D Framework Agreement (EVE Holdings) | 14A.76(2)(a) and 14A.105 | EVE Holdings | Announcement | | | – Service fees payable | | | | 272 | | Automobile Leasing Framework Agreement (EVE Holdings) | 14A.76(2)(a) and 14A.105 | EVE Holdings | Announcement | | | – Rent payable for lease of automobiles | | | | 88 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

| Transaction | Applicable Listing Rules | Counterparty | Waiver/confirmation sought | Proposed annual cap for the year ending December 31, 2026 (RMB in million) | |---|---|---|---|---| | **Fully-exempt continuing connected transactions** | | | | | | Energy Management and Conservation Services Agreements (as defined below) | 14A.52 and 14A.76(1)(a) | Hubei Jinquan | N/A | N/A |

**Note:** The term of each of the framework agreements for the partially-exempt continuing connected transactions above is set to expire on December 31, 2026, and the renewal of such framework agreements will be subject to mutual consent and compliance with the applicable requirements of the Listing Rules after the [REDACTED]. In the event that such renewal agreements are entered into after the [REDACTED], our Company will, based on the proposed annual caps, comply with the requirements under Chapter 14A of the Listing Rules as may be applicable, which may include announcement, circular and independent shareholders' approval.

---

**PARTIALLY-EXEMPT CONTINUING CONNECTED TRANSACTION**

**Purchase and Sales Framework Agreement (EVE Holdings)**

**Principal terms**

On [●], our Company [entered into] a purchase and sales framework agreement with EVE Holdings (the "Purchase and Sales Framework Agreement (EVE Holdings)"), pursuant to which, (a) EVE Holdings Group would, from time to time, supply (i) raw materials, parts and components, consumables (including but not limited to battery-grade lithium chloride, cathode materials, lithium salts, carbon nanotube conductive paste, NMP and consumables); (ii) after-sale services, construction services; and (iii) such other goods and/or services as our Group may require from time to time to our Group; and (b) our Group would, from time to time, supply products, modules, systems, waste products, after-sale services, maintenance services and such other goods and/or services as EVE Holdings Group may require from time to time to EVE Holdings Group.

The term of the Purchase and Sales Framework Agreement (EVE Holdings) will commence from the [REDACTED] and expire on December 31, 2026. The Purchase and Sales Framework Agreement (EVE Holdings) will be subject to negotiation at renewal with mutual consent and in compliance with the requirements of the Listing Rules.

Subject to the terms of the Purchase and Sales Framework Agreement (EVE Holdings), members of our Group will enter into specific agreements with members of the EVE Holdings Group to set out specific terms and conditions when necessary according to the principles and scope provided for under the Purchase and Sales Framework Agreement (EVE Holdings).

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

Reasons for and benefits of the transactions

For details of EVE Holdings Group's principal businesses, see "Relationship with Our Controlling Shareholders — Our Controlling Shareholders".

By reason of the nature of the principal businesses of EVE Holdings Group, EVE Holdings Group is both a customer and a supplier of our Group. In particular, (i) EVE Holdings Group is a supplier of our Group as it provides parts and components for manufacture of battery products to our Group, and provides supporting services which are ancillary to our Group's manufacture of battery products; and (ii) EVE Holdings Group is also a customer of our Group since the production of portable chargers would require battery products produced by our Group.

The supply of the relevant products and services under the Purchase and Sales Framework Agreement (EVE Holdings) are conducted in the ordinary course of business of the Group, which satisfy the needs of the EVE Holdings Group's business development and conducive to the healthy and stable development of the Group.

The procurement under the Purchase and Sales Framework Agreement (EVE Holdings) are ordinary purchases of products necessary in the production and operation of the Group and the entering into of the Purchase and Sales Framework Agreement (EVE Holdings) provides our Group with a stable and reliable source of raw materials, parts and components, which facilitates our Group's business development as it ensures a consistent supply chain and enhances our Group's operational efficiency.

Pricing policy

The overall terms and conditions (including but not limited to price, payment terms and credit terms) as a whole offered by the relevant member of EVE Holdings Group to the relevant members of our Group shall be no less favourable to the relevant member of our Group than those offered by Independent Third Parties and shall be on normal commercial terms or better. Each individual agreement shall be negotiated on arm's length basis. In determining whether the overall terms and conditions are no less favourable to the relevant member of our Group than those offered by Independent Third Parties, our Group will take into account all relevant factors including the fair market price ranges and pricing terms of identical products and/or services, or (if that is not available) of comparable or similar quality, specifications, quantities, etc. offered by Independent Third Parties in the market as at the time when the individual agreement is entered into. In relation to the supply of relevant products and services, our Group will also take into account the costs of providing such products and services, as well as a reasonable profit margin.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

Historical amount, annual cap and basis for annual cap

The table below sets out the historical amounts for the three years/period ended December 31, 2024 and the nine months ended September 30, 2025:

| | For the year ended December 31, | | | For the nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in million) | | | | | Procurement of the relevant products and services | 360.90 | 498.99 | 1,184.19 | 862.29 | | Supply of the relevant products and services | 215.16 | 156.23 | 213.27 | 279.99 |

Our Company proposes to set up the annual cap for the year ending December 31, 2026 as follows:

| | Proposed annual cap for the year ending December 31, 2026 | |---|---| | | (RMB in million) | | Procurement of the relevant products and services | 3,582 | | Supply of the relevant products and services | 789 |

The annual caps for the fees payable by our Group in respect of the procurement of the relevant products and services from EVE Holdings Group for the year ending December 31, 2026 is determined with reference to, among others:

(i) the historical transaction amounts for procurement of the relevant products and services during the Track Record Period;

(ii) the projected demand for the relevant products and services by our Group to meet the expected needs for our business development (including the types and quantities of products to be produced in the future, as well as reasonable wastage); in particular, as set out in the section headed "Industry Overview", driven by the swift uptake of EVs, progress in battery technologies, government subsidies, charging infrastructure rollouts and strong domestic demand for EVs, the total shipment volume of EV battery increased from 87.1 GWh in 2020 to 683.6 GWh in 2024, and is expected to further increase to 938.7 GWh in 2025. Due to an increase in our Group's production capacity, in particular for Power and ESS batteries from 33.8 GWh in 2022 to 112.9 GWh in 2024, our Group is expected to have a surging

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

demand for the relevant goods and services from our suppliers, including raw materials, parts and components and other supporting services from EVE Holdings Group which are conducive to our Group's manufacturing process to satisfy the aforementioned surging demand of batteries; and

(iii) other factors including but not limited to the possible fluctuation in the unit prices of EVE Holdings Group's services and products, taking into account the costs and expenses relating to raw materials, labour etc., exchange rate fluctuations as well as market trends.

The annual caps for the fees receivable by our Group in respect of the supply of the relevant products and services for the year ending December 31, 2026 is determined with reference to, among others:

(i)

The historical transaction amounts for sale/provision of the relevant products and services during the Track Record Period;

(ii) the projected demand for the relevant products and services by EVE Holdings Group to meet the expected needs for their business development. There has been an increase in demand of portable energy storage products and portable chargers. The sales of the relevant products of EVE Holdings Group has increased by approximately 8 times year-on-year in 2024, and is expected to further increase by approximately 2.4 times year-on-year in 2025. In turn, our Group expects to see an increase in demand from EVE Holdings Group for our battery products which form part of the raw materials required by EVE Holdings Group in its manufacturing process of portable energy storage products and portable chargers. There was a significant increase in the transaction amount with EVE Holdings Group for battery products during the nine months ended September 30, 2025, compared to the same period of the preceding year; and

(iii) other factors including but not limited to the possible fluctuation in the unit prices of our Group's services and products, taking into account the costs and expenses relating to raw materials, labour etc., exchange rate fluctuations as well as market trends.

上市规则影响

就上市规则第14A章而言，购销框架协议（亿纬控股）项下持续关联交易的最高适用百分比率预计将超过1%，但按年度计算不超过5%。因此，购销框架协议（亿纬控股）项下的持续关联交易豁免于上市规则第14A章规定的独立股东批准规定，但须遵守上市规则第14A章规定的年度报告、年度审阅及公告规定。

Listing Rules Implications

The highest applicable percentage ratio calculated for the purpose of Chapter 14A of the Listing Rules is expected to be above 1% but will not exceed 5% on an annual basis for continuing connected transactions under the Purchase and Sales Framework Agreement (EVE Holdings). Accordingly, the continuing connected transactions under the Purchase and Sales Framework Agreement (EVE Holdings) are exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules but will be subject to the annual reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules.

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本文件为草拟本，内容尚未完整，可能作出更改，所载信息须与本文件封面"警告"一节一并阅读。

关联交易

委托加工及研发框架协议（亿纬控股）

主要条款

于[●]，本公司与亿纬控股[订立]委托加工及研发框架协议（"委托加工及研发框架协议（亿纬控股）"），据此，本集团可不时委聘亿纬控股集团提供委托加工及研发服务（例如将粗NMP加工为精制NMP，以及注塑件及结构件的研发）。

CONNECTED TRANSACTIONS

Entrusted Processing and R&D Framework Agreement (EVE Holdings)

Principal Terms

On [●], our Company [entered into] an entrusted processing and R&D framework agreement with EVE Holdings (the "Entrusted Processing and R&D Framework Agreement (EVE Holdings)"), pursuant to which, our Group may from time to time engage EVE Holdings Group to provide entrusted processing and R&D services (such as the processing of crude NMP into refined NMP and the R&D of injection molded components and structural parts).

委托加工及研发框架协议（亿纬控股）的期限将自[REDACTED]起至2026年12月31日止。委托加工及研发框架协议（亿纬控股）将在双方同意并符合上市规则规定的情况下进行续期谈判。

The term of the Entrusted Processing and R&D Framework Agreement (EVE Holdings) will commence from the [REDACTED] and expire on December 31, 2026. The Entrusted Processing and R&D Framework Agreement (EVE Holdings) will be subject to negotiation at renewal with mutual consent and in compliance with the requirements of the Listing Rules.

根据委托加工及研发框架协议（亿纬控股）的条款，本集团成员在必要时将与亿纬控股集团成员订立具体协议，按照委托加工及研发框架协议（亿纬控股）所载原则及范围订明具体条款及条件。

Subject to the terms of the Entrusted Processing and R&D Framework Agreement (EVE Holdings), members of our Group will enter into specific agreements with members of the EVE Holdings Group to set out specific terms and conditions when necessary according to the principles and scope provided for under the Entrusted Processing and R&D Framework Agreement (EVE Holdings).

交易原因及利益

根据委托加工及研发框架协议（亿纬控股）接受委托加工及研发服务，乃于本集团日常业务过程中进行，符合本集团业务发展需要，有利于本集团的健康稳定发展。

Reasons for and Benefits of the Transactions

The receipt of entrusted processing and R&D services under the Entrusted Processing and R&D Framework Agreement (EVE Holdings) are conducted in the ordinary course of business of the Group, which satisfy the needs of the Group's business development and conducive to the healthy and stable development of the Group.

定价政策

本集团就委托加工及研发框架协议（亿纬控股）项下服务应付的服务费，须按照关联方交易定价原则厘定，以确保公平合理，并参考包括但不限于政府及行业定价标准或市场收费及报价等因素。对于参考市场价格厘定的收费及价格，各方须持续追踪市场价格，并参考市场价格变化适时调整收费及价格。

Pricing Policy

The service fees to be paid by our Group for the services under the Entrusted Processing and R&D Framework Agreement (EVE Holdings) shall be determined in accordance with the pricing principle of transactions between related parties to ensure fairness and reasonableness, with reference to factors including but not limited to the official governmental and the industry pricing standards or market rate of the fee and price quotes. For fees and prices determined with reference to market rate, the parties shall keep track of the market prices and adjust the fees and prices in a timely manner with reference to the changes in market prices.

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本文件为草拟本，内容尚未完整，可能作出更改，所载信息须与本文件封面"警告"一节一并阅读。

关联交易

历史金额、年度上限及年度上限依据

下表载列截至2024年12月31日止三个年度╱期间及截至2025年9月30日止九个月的历史金额：

CONNECTED TRANSACTIONS

Historical Amount, Annual Cap and Basis for Annual Cap

The table below sets out the historical amounts for the three years/period ended December 31, 2024 and the nine months ended September 30, 2025:

| | For the year ended December 31, | | | For the nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in million) | | | | | Service fees payable | 20.03 | 180.22 | 208.59 | 174.61 |

本公司建议就截至2026年12月31日止年度设定年度上限如下：

Our Company proposes to set up the annual cap for the year ending December 31, 2026 as follows:

| | Proposed annual cap for the year ending December 31, 2026 | |---|---| | | (RMB in million) | | Service fees payable | 272 |

90.00

The proposed annual caps are determined based on, among others: (i) the historical amounts of the transactions between our Group and EVE Holdings Group during the Track Record Period; (ii) the projected demand for automobile leasing by our Group; and (iii) other factors including but not limited to the possible fluctuation in the unit prices of automobile leasing, taking into account the costs and expenses relating to vehicle maintenance, insurance, labour etc., exchange rate fluctuations as well as market trends.

Listing Rules Implications

The highest applicable percentage ratio calculated for the purpose of Chapter 14A of the Listing Rules is expected to be above 0.1% but will not exceed 5% on an annual basis for continuing connected transactions under the Automobile Leasing Framework Agreement (EVE Holdings). Accordingly, the continuing connected transactions under the Automobile Leasing Framework Agreement (EVE Holdings) are exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules but will be subject to the annual reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

Property Leasing Framework Agreement (EVE Holdings)

Principal terms

On [●], our Company [entered into] a property leasing framework agreement with EVE Holdings (the "Property Leasing Framework Agreement (EVE Holdings)"), pursuant to which, our Group may from time to time lease properties from EVE Holdings Group.

The term of the Property Leasing Framework Agreement (EVE Holdings) will commence from the [REDACTED] and expire on December 31, 2026. The Property Leasing Framework Agreement (EVE Holdings) will be subject to negotiation at renewal with mutual consent and in compliance with the requirements of the Listing Rules.

Subject to the terms of the Property Leasing Framework Agreement (EVE Holdings), members of our Group will enter into specific agreements with members of the EVE Holdings Group to set out specific terms and conditions when necessary according to the principles and scope provided for under the Property Leasing Framework Agreement (EVE Holdings).

Reasons for and benefits of the transactions

Our Group leases certain properties from EVE Holdings Group for office, production and other operational purposes. The leasing of properties from EVE Holdings Group allows our Group to flexibly manage our property needs in accordance with our business development without incurring significant capital expenditure. EVE Holdings Group has extensive experience in property management and leasing operations. The entering into of the Property Leasing Framework Agreement (EVE Holdings) provides our Group with stable and cost-effective access to properties required for our business operations.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

Pricing policy

The rent to be paid by our Group to EVE Holdings Group for lease of properties pursuant to the Property Leasing Framework Agreement (EVE Holdings) shall be determined in accordance with the pricing principle of transactions between related parties to ensure fairness and reasonableness, with reference to factors including but not limited to the official governmental and the industry pricing standards or market rate of the fee and price quotes. For fees and prices determined with reference to market rate, the parties shall keep track of the market prices and adjust the fees and prices in a timely manner with reference to the changes in market prices.

Historical amount, annual cap and basis for annual cap

The table below sets out the historical amounts for the three years/period ended December 31, 2024 and the nine months ended September 30, 2025:

| | For the year ended December 31, | | | For the nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in million) | | Rent payable for lease of properties | [●] | [●] | [●] | [●] |

Our Company proposes to set up the annual cap for the year ending December 31, 2026 as follows:

| | Proposed annual cap for the year ending December 31, 2026 | |---|---| | | (RMB in million) | | Rent payable for lease of properties | [●] |

CONNECTED TRANSACTIONS

Listing Rules Implications

The highest applicable percentage ratio calculated for the purpose of Chapter 14A of the Listing Rules is expected to be above 0.1% but will not exceed 5% on an annual basis for continuing connected transactions under the Automobile Leasing Framework Agreement (EVE Holdings). Accordingly, the continuing connected transactions under the Automobile Leasing Framework Agreement (EVE Holdings) are exempt from the independent shareholders' approval requirement under Chapter 14A of the Listing Rules but will be subject to the annual reporting, annual review and announcement requirements under Chapter 14A of the Listing Rules.

FULLY-EXEMPT CONTINUING CONNECTED TRANSACTIONS

Energy Management and Conservation Services Agreements

EVE Energy Storage Company Limited (武汉亿纬储能有限公司)（"EVE Energy Storage"），本公司的子公司，于2023年12月20日就一个6.88 MWh分布式储能项目与亿纬控股集团成员湖北金泉新材料有限公司（"湖北金泉"）签订了能源管理和节能服务协议（经股东批准的补充协议修订），根据该协议，湖北金泉负责提供分布式储能项目的场地，而EVE Energy Storage负责分布式储能项目的投资和运营（包括审批、设计、工程及后续运营服务），项目产生的节能效益将由湖北金泉和亿纬能源按照节能效益分享模式进行分享，效益分享期为12年。

EVE Energy Storage Company Limited (武漢億緯儲能有限公司) ("EVE Energy Storage"), a subsidiary of our Company, entered into an energy management and conservation services agreement (as amended by a supplemental agreement approved by the Shareholders) with Hubei Jinquan New Materials Co., Ltd. (湖北金泉新材料有限公司) ("Hubei Jinquan"), a member of the EVE Holdings Group, on December 20, 2023 for a 6.88 MWh distributed energy storage project, pursuant to which Hubei Jinquan would be responsible for providing the sites of the distributed energy storage project while EVE Energy Storage would be responsible for the investment and operation of the distributed energy storage project (including approval, design, engineering, and subsequent operation services), and the energy-saving benefits generated by the project will be shared between Hubei Jinquan and EVE Energy based on a shared savings model with a benefit-sharing period of 12 years.

Jingmen EVE Integrated Energy Solutions Co., Ltd. ("EVE Integrated Energy"), a subsidiary of our Company, entered into an energy management agreement with Hubei Jinquan, a member of the EVE Holdings Group, on September 10, 2025 for a period of 25 years, with EVE Integrated Energy for a 5MW photovoltaic energy management project, pursuant to which Hubei Jinquan would be responsible for providing the rooftop and the site for photovoltaic power station while EVE Integrated Energy would be responsible for construction and operation of the photovoltaic power station (including approval, design, engineering and subsequent operation services). Hubei Jinquan will pay the electricity cost based on fixed price per unit and the amount of electricity consumed, and EVE Integrated Energy will be exempt from paying Hubei Jinquan for using the site to operate the photovoltaic power station, provided that the electricity cost offered by EVE Integrated Energy is not higher than the market price.

Through the distributed energy storage project and photovoltaic energy management project, EVE Energy Storage and EVE Integrated Energy will benefit from a long-term benefit-sharing plan. Our Directors are of the view that the Energy Management and Conservation Services Agreements have been arrived at after arm's length negotiations and that the terms are fair and reasonable, on normal commercial terms or better and are in the interest of our Company and Shareholders as a whole.

CONNECTED TRANSACTIONS

As required by Rule 14A.52 of the Listing Rules, the period for continuing connected transactions must not exceed three years, except in cases where the nature of the transaction requires the contract to be of a duration longer than three years. Our Directors are of the view that each of the Energy Management and Conservation Services Agreements was entered into on normal commercial terms and believe it is normal business practice and in the interests of us and our Shareholders as a whole for the term of each of the Energy Management and Conservation Services Agreements to be longer than three years. For details, see "Directors' view" in this section below.

Other Fully-Exempt Continuing Connected Transactions

In the usual and ordinary course of business, we have also entered into, and will, upon [REDACTED], continue to enter into certain transactions (the "Other Fully-exempt Continuing Connected Transactions") with (i) EVE Holdings Group for property leasing; (ii) EVE Holdings Group for sales of electricity; and (iii) EVE Holdings Group for grant of rights to use of certain trademarks of our Company. The prices under the Other Fully-exempt Continuing Connected Transactions shall be determined by commercial negotiation between the parties on arm's length basis and the terms shall be no less favorable than those provided to our Group by Independent Third Parties or by Independent Third Parties to our Group.

Listing Rules Implications

Our Directors currently expect that the highest applicable percentage ratio in respect of the above fully-exempt connected transactions (including the Energy Management and Conservation Services Agreements) calculated for the purpose of Chapter 14A of the Listing Rules, will be less than 0.1% (or less than 1% in the context of such transactions with connected persons at the subsidiary level) on an annual basis. Under Rule 14A.76(1) of the Listing Rules, such transactions will be fully exempt from the reporting, annual review, announcement and independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

APPLICATION FOR AND CONDITIONS FOR WAIVER

In relation to the Purchase and Sales Framework Agreement (EVE Holdings), the Entrusted Processing and R&D Framework Agreement (EVE Holdings) and the Automobile Leasing Framework Agreement (EVE Holdings), we have applied for, and the Hong Kong Stock Exchange [has granted] to us, a waiver from strict compliance with the announcement requirement under Chapter 14A of the Listing Rules pursuant to Rule 14A.105 of the Listing Rules, subject to the condition that the aggregate value of such continuing connected transactions for the year ending December 31, 2026 shall not exceed the relevant proposed annual caps set forth above.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

DIRECTORS' VIEW

Our Directors, including the independent non-executive Directors, are of the view that all the continuing connected transactions described above have been and shall be entered into: (i) in the ordinary and usual course of our business; (ii) on normal commercial terms or better; and (iii) that the respective terms and the proposed annual caps thereof are fair and reasonable and in the interests of our Company and our Shareholders as a whole.

Further, our Directors are of the view that it is in the interests of us and our Shareholders as a whole for the term of each of the Energy Management and Conservation Services Agreements to be longer than three years given (i) the roles of EVE Energy Storage and EVE Integrated Energy in such projects which involved their initial investments, and (ii) the nature of such projects being long-term projects with a benefit-sharing model, a substantial length of the term of contract is essential from a commercial perspective to enable EVE Energy Storage and EVE Integrated Energy to recoup its investment return.

SOLE SPONSOR'S VIEW

Based on the documentation, information and data provided by our Company and participation in the due diligence with our Company, the Sole Sponsor is of the view that: (i) the aforesaid partially exempt continuing connected transactions for which waivers have been sought have been and will be entered into in the ordinary and usual course of business of our Company on normal commercial terms or better, that are fair and reasonable, and are in the interests of our Company and its Shareholders as a whole; and (ii) the proposed annual caps of the foregoing partially exempt continuing connected transactions are fair and reasonable and in the interests of our Company and its Shareholders as a whole. Further, having considered the transaction nature of the Energy Management and Conservation Services Agreements, the Sole Sponsor is of the view that nothing causes it to believe that it is not a normal business practice for agreements of similar nature to be of a term of longer than three years.

INTERNAL CONTROL MEASURES

In order to ensure that (i) the terms of the aforesaid continuing connected transactions for which waivers have been sought are fair and reasonable, and no more favorable to the respective connected persons than terms available to Independent Third Parties, and (ii) such transactions thereunder are carried out under normal commercial terms or better, we will adopt the following internal control procedures upon the [REDACTED]:

•

our Board and the finance department of our Group will be jointly responsible for evaluating such transactions, in particular, the fairness of the pricing policies and annual caps to ensure compliance with the Listing Rules;

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

CONNECTED TRANSACTIONS

•

SUBSTANTIAL SHAREHOLDERS

So far as our Directors are aware, immediately following the completion of the [REDACTED] and assuming no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, and no other changes are made to the issued share capital of our Company between the Latest Practicable Date and the [REDACTED], the following persons will have an interest and/or short position in our Shares or underlying Shares which would be required to be disclosed to us and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or will be, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of our Company:

| | | | As of the Latest Practicable Date | | Immediately following the completion of the [REDACTED] (assuming no exercise of the [REDACTED] and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) | | | |---|---|---|---|---|---|---|---| | Shareholder | Capacity/Nature of Interest | Description of Shares | Number of Shares(1) | Approximate percentage of shareholding in our Company | Number of Shares(1) | Approximate percentage of shareholding in our A Shares | Approximate percentage of shareholding in our Company | | EVE Holdings | Beneficial owner | A Shares | 650,287,987 | 31.35% | 650,287,987 | 31.35% | [REDACTED]% | | Dr. Liu | Beneficial owner | A Shares | 59,430,681 | 2.87% | 59,430,681 | 2.87% | [REDACTED]% | | | Interest of spouse | A Shares | 64,649,082 | 3.12% | 64,649,082 | 3.12% | [REDACTED]% | | | Interest in controlled corporation | A Shares | 650,287,987 | 31.35% | 650,287,987 | 31.35% | [REDACTED]% | | Ms. Luo | Beneficial owner | A Shares | 64,649,082 | 3.12% | 64,649,082 | 3.12% | [REDACTED]% | | | Interest of spouse | A Shares | 59,430,681 | 2.87% | 59,430,681 | 2.87% | [REDACTED]% | | | Interest in controlled corporation | A Shares | 650,287,987 | 31.35% | 650,287,987 | 31.35% | [REDACTED]% |

Notes:

1. All interests stated are long positions in the Shares.

2. As at the Latest Practicable Date, each of EVE Holdings, Dr. Liu and Ms. Luo pledged 270,540,000, 18,200,000 and nil A Shares held by them to certain financial institutions in the PRC such as asset management companies and trust management companies as securities for certain financings provided by these companies to the Controlling Shareholders, representing approximately 13.92% of the total number of issued Shares.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUBSTANTIAL SHAREHOLDERS

Save as disclosed above and in the section headed "Appendix IV — Statutory and General Information — Further Information about our Directors, Chief Executive and Substantial Shareholders — Interests of the substantial shareholders in other members of our Group", our Directors are not aware of any person who will, immediately following completion of the [REDACTED] (assuming that the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds), have any interest and/or short position in the Shares or underlying Shares of our Company which will be required to be disclosed to our Company and the Hong Kong Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who are, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meeting of the Company or any other member of our Group. Our Directors are not aware of any arrangement which may at a subsequent date result in a change of control of our Company.

SHARE PLEDGES BY OUR CONTROLLING SHAREHOLDERS

Dr. Liu, Ms. Luo and/or EVE Holdings, being the Controlling Shareholders, have from time to time pledged the A Shares they own to certain financial institutions in the PRC such as commercial banks, asset management companies and trust management companies and securities companies (together, the "Pledgees") as collateral in order to obtain financing primarily for (i) loans which were drawn for payment of subscription of November 2022 Placed A Shares, the details of which is set out in the section headed "History, Development and Corporate Structure", (ii) working capital for business operation, and (iii) repayment of other existing liabilities (the "Existing Pledge Financing"), and the expiry dates of the Existing Pledge Financing fall between June 2026 to November 2029. Such Existing Pledge Financing will continue, and will be renewed, extended and/or refinanced after [REDACTED]. In addition, depending on the then funding needs and circumstances of the Controlling Shareholders, they may from time to time obtain additional pledge financing from the Pledgees for working capital in the ordinary course of business of EVE Holdings (together with the Existing Pledge Financing, the "Pledge Financing"). Depending on the market value of the A Shares, the number of the A Shares to be pledged by the Controlling Shareholders under the Pledge Financing may vary accordingly. As of the Latest Practicable Date, EVE Holdings, Dr. Liu and Ms. Luo respectively pledged 270,540,000, 18,200,000 and nil A Shares held by them, representing approximately 13.04%, 0.88% and nil of the total number of issued Shares.

The Pledge Financing is subject to loan-to-value ratio requirements that would be triggered by a material decrease in value of the A Shares, in which cases the Controlling Shareholders will be requested to provide additional collaterals. The lenders may have the right to trade out the A Shares subject to share pledges only if the Controlling Shareholders fail to meet the aforementioned request to provide additional collaterals and loan-to-value ratio further reaches to a threshold agreed between the Controlling Shareholders and the lenders. In addition to the aforementioned covenants, the Controlling Shareholders shall assist and

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SUBSTANTIAL SHAREHOLDERS

collaborate with the pledgees to complete the registration of the share pledges within the agreed period. When the share pledges remain effective, the Controlling Shareholders shall not transfer, dispose of or otherwise create other encumbrances to the A Shares subject to share pledges without prior consent of the pledgees. In the event that the Controlling Shareholders are entitled to additional A Shares, as a result of share subdivision or rights issue based on the A Shares subject to share pledge, the Controlling Shareholders shall pledge such additional A Shares in favour of the pledgees and complete the necessary registration of the share pledges.

The Company considers that the risk of the A Shares held by the Controlling Shareholders subject to the relevant share pledges being traded out by the lenders is remote, taking into account the market price of the A Shares as at the Latest Practicable Date and the absence of trade-out record of the A Shares pledged by the Controlling Shareholders. As of the Latest Practicable Date, the number of A Shares pledged by the Controlling Shareholders represented less than half of the A Shares held by them. Moreover, the Controlling Shareholders have financial strength to support their proven credit record as the Controlling Shareholders have investments in various companies engaging in business such as sales of raw materials, parts and components, consumables (including but not limited to battery-grade lithium chloride, cathode materials, lithium salts, carbon nanotube conductive paste, NMP and consumables) and securities of other companies listed on stock exchanges. Therefore, in the unlikely event that there is a significant variation in the price of A Shares, the Controlling Shareholders can opt to repay the relevant outstanding loans and/or provide additional collaterals as agreed with the relevant financial institutions to avoid having the relevant share pledges enforced.

To the best knowledge of our Directors having made all reasonable enquiries, there has not been any adverse credit record in connection with the Existing Pledge Financing against EVE Holdings, Dr. Liu and Ms. Luo in respect of any breach of repayment obligations under its indebtedness. Each of EVE Holdings, Dr. Liu and Ms. Luo has confirmed that, if there is a risk of default or other circumstances that may give rise to the enforcement of the pledged A Shares, EVE Holdings, Dr. Liu and Ms. Luo shall take all necessary actions, such as provision of additional collaterals and repayment of loans, to avoid such enforcement.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SHARE CAPITAL

This section presents certain information regarding our share capital before and upon completion of the [REDACTED].

BEFORE THE [REDACTED]

As of the Latest Practicable Date, the issued share capital of our Company was 2,074,119,117 A Shares of nominal value of RMB1.00 each, all of which are listed on the ChiNext Market of the Shenzhen Stock Exchange.

| Description of Shares | Number of Shares | Percentage of issued share capital (%) | |---|---|---| | A Shares in issue | 2,074,119,117 | 100.00 | | Total | 2,074,119,117 | 100.00 |

UPON COMPLETION OF THE [REDACTED]

Immediately following completion of the [REDACTED], assuming that the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, the issued share capital of our Company will be as follows:

| Description of Shares | Number of Shares | Approximate percentage of the enlarged issued share capital (%) | |---|---|---| | A Shares in issue | 2,074,119,117 | [REDACTED] | | H Shares to be issued under the [REDACTED] | [REDACTED] | [REDACTED] | | Total | [REDACTED] | 100.00 |

Immediately following completion of the [REDACTED], assuming that the [REDACTED] is fully exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds, the issued share capital of our Company will be as follows:

| Description of Shares | Number of Shares | Approximate percentage of the total share capital of our Company (%) | |---|---|---| | A Shares in issue | 2,074,119,117 | [REDACTED] | | H Shares to be issued under the [REDACTED] | [REDACTED] | [REDACTED] | | Total | [REDACTED] | 100.00 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SHARE CAPITAL

OUR SHARES

Our H Shares in issue upon completion of the [REDACTED], 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 Chinese Mainland and Hong Kong. Our A Shares can be subscribed for and traded by Chinese mainland 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 [REDACTED] by Hong Kong and other overseas [REDACTED] and qualified domestic institutional [REDACTED]. If our H Shares are eligible securities under the Southbound Trading Link, they can also be subscribed for and [REDACTED] by Chinese mainland [REDACTED] in accordance with the rules and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.

RANKING

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 Document. 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. 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.

NO CONVERSION OF OUR A SHARES INTO H SHARES FOR [REDACTED] AND [REDACTED] ON THE HONG KONG STOCK EXCHANGE

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 [REDACTED]. 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 in the PRC 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 A shareholders may convert A shares held by them into H shares for [REDACTED] and [REDACTED] on the Hong Kong Stock Exchange.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

SHARE CAPITAL

APPROVAL FROM HOLDERS OF A SHARES REGARDING THE [REDACTED]

We have obtained approval from our holders of A Shares to issue H Shares and seek the [REDACTED] of H Shares on the Hong Kong Stock Exchange. Such approval was obtained at the general meeting of our Company held on June 27, 2025 upon, among other things, the following major terms:

(1) Size of the [REDACTED]

The proposed number of H Shares to be [REDACTED] initially shall not exceed [REDACTED]% of the total issued share capital as enlarged by the H Shares to be issued pursuant to the [REDACTED] (before the exercise of the [REDACTED]). The number of H Shares to be issued pursuant to the full exercise of the [REDACTED] shall not exceed [REDACTED]% of the total number of H Shares to be [REDACTED] initially under the [REDACTED].

(2) Method of [REDACTED]

SHARE CAPITAL

SHAREHOLDERS' GENERAL MEETING

For details of circumstances under which our Shareholders' general meeting is required, see "Appendix III — Summary of Articles of Association" in this Document.

EMPLOYEE INCENTIVE PLANS

As at the Latest Practicable Date, the Company has adopted the Employee Incentive Plans. No Options and RSUs under the Employee Incentive Plans will be further granted after the [REDACTED] and all granted Options and RSUs have been granted to specific individuals under the Employee Incentive Plans. For details, see "Appendix IV — Statutory and General Information — Employee Incentive Plans."

---

The method of [REDACTED] shall be by way of a [REDACTED] for subscription in Hong Kong and an [REDACTED] to institutional and professional [REDACTED].

**(3)**

**Target [REDACTED]**

The H Shares shall be issued to overseas institutional [REDACTED], enterprises and individual [REDACTED], qualified domestic institutional [REDACTED] and other [REDACTED] in compliance with regulatory requirements.

**(4)**

**[REDACTED] basis**

The [REDACTED] of the H Shares will be determined after due consideration of the interests of existing Shareholders, the acceptance of [REDACTED], domestic and overseas capital markets and issuance risks, and in accordance with international practices through the demands for orders and book building process.

**(5)**

**Validity period**

The [REDACTED] of H Shares and [REDACTED] of H Shares on the Hong Kong Stock Exchange shall be completed within 24 months from the date when the Shareholders' meeting was held on June 27, 2025.

There are no other approved [REDACTED] plans for any other shares except for the [REDACTED].

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

您应将以下讨论和分析与本文件附录I会计师报告中所载的我们的综合财务报表及相关附注一并阅读。我们的综合财务报表按照国际财务报告准则编制。

以下讨论和分析包含前瞻性陈述，尽管这些陈述基于我们认为合理的假设，但仍受到风险和不确定性的影响。由于若干因素，包括本文件"前瞻性陈述"、"风险因素"及其他章节所列的因素，我们的实际表现和结果可能与我们的预期和预测存在重大差异。此外，若干行业问题也会影响我们的财务状况和经营业绩，如"行业概览"所述。

概览

我们是全球少数几家在消费电池、动力电池和储能电池领域均处于领先地位的锂电池平台型企业之一，为广泛的社会和经济应用场景提供综合解决方案。我们的经营理念是促进健康可持续发展，持续为股东创造价值。

经过24年的高质量发展，我们在消费电池、动力电池和储能电池三大核心业务板块均取得了领先地位，并建立了涵盖材料、电芯、BMS及系统的综合研发平台。我们的产品广泛应用于智慧生活、绿色出行和能源转型领域。

在万物互联时代，我们凭借多元化的锂电池技术路线和广泛的应用场景，携手价值链合作伙伴，可靠地支持无处不在的能源需求。截至最后实际可行日期，依托"全球制造、全球协同、全球服务"的能力框架作为全球发展战略的核心，我们已在全球建立八个制造基地，并有两个制造基地正在建设中，在七个国家和地区设有销售办事处和分支机构，售后服务网络覆盖24个国家和地区。

我们的收入由2022年的人民币363.039亿元增加34.4%至2023年的人民币487.836亿元。2024年，我们的收入保持相对稳定，为人民币486.146亿元。我们的毛利由2022年的人民币57.858亿元增加40.3%至2023年的人民币81.193亿元，并进一步增加4.3%至2024年的人民币84.653亿元。我们的收入由截至2024年9月30日止九个月的人民币340.493亿元增加24.3%至截至2025年9月30日止九个月的人民币450.015亿元。

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本文件为草稿形式，内容不完整且可能作出更改，本文件所载资料必须与本文件封面所载"警告"一节一并阅读。

FINANCIAL INFORMATION

BASIS OF PREPARATION

Our historical financial information has been prepared in accordance with IFRS Accounting Standards ("IFRSs"), which comprise International Financial Reporting Standards ("IFRS"), International Accounting Standards ("IAS"), and Interpretations approved by the International Accounting Standards Board ("IASB"). All IFRSs effective for the accounting period commencing from January 1, 2024, together with the relevant transitional provisions, have been early adopted by us in the preparation of our historical financial information throughout the Track Record Period. Our historical financial information has been prepared under the historical cost convention, except for certain financial assets and liabilities which are stated at fair value. Our historical financial information is presented in Renminbi and all values are rounded to the nearest thousand except when otherwise indicated. See note 2.1 of the Accountants' Report in Appendix I to this document.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

We believe the following are key factors that have affected and will continue to affect our business, results of operations and financial condition:

General Conditions and Growth of the Industries We Operate In

We primarily engage in the R&D, production, and sales of consumer batteries, power batteries, and ESS batteries. Accordingly, our growth, result of operations and financial condition are significantly affected by the market demand of our products. According to Frost & Sullivan, driven by technology, diverse demands and favorable policies, the PRC and global consumer battery, power battery, and ESS battery industries have all experienced substantial growth in recent years and is expected to continue expanding in the future. For details, see "Industry Overview." As the battery industries in which we operate grow, we are in a strong position to capitalize on our strong technology capacity and leading market position to effectively capture market opportunities brought up by the growing market demand of different types of lithium batteries in China and around the world.

Our Ability to Compete Effectively

The battery industry in which we operate is highly competitive, and the success of our business relies heavily on our ability to compete effectively against both established market players and new entrants. With 24 years of operating history, we have accumulated significant experience and expertise in providing lithium batteries. This has enabled us to establish a strong market presence, solid brand reputation, and robust research and development capabilities. Furthermore, we have built a customer base that includes companies well-known in their respective industries.

Looking ahead, we intend to leverage our extensive know-how, technological advantages, and established business collaboration with upstream and downstream players to further enhance and diversify our service offerings. By strengthening our relationships with existing customers and pursuing expansion opportunities in new industry verticals and geographic markets, we aim to maintain our competitive edge and drive sustainable growth.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Our Ability to Attract and Retain Customers

Our ability to establish relationships with new customers and retain our existing customers is critical to securing purchase orders and driving revenue growth. By leveraging our deep understanding of battery applications and customer needs, we have built strong partnerships with renowned market players in many industries, including everyday electronics brands, EV manufacturers, and ESS solution providers. We continuously enhance our battery products, introducing new features such as high performance, high safety, long lifespan, and ultra-wide operating temperature range, which help us to both retain and attract new customers. Additionally, our proactive efforts to expand into new geographical markets and strengthen our global presence further position us to collaborate with a broader range of customers worldwide. We work closely with our customers early in their development process to understand their specific needs, and develop products tailored to their demands. This collaborative approach allows us to customize our products and ensure seamless integration and reliable performance throughout their lifecycle. To sustain our long-term growth, we actively pursue opportunities to further diversify our customer portfolio and strengthen our presence in new industry verticals. However, our ability to maintain and expand our customer base is subject to various external factors beyond our control, such as changes in the general economic conditions, competition and shifts in our customers' business operations and strategies. For additional details, see "Risk Factors — Risks Related to Our Business and Industry."

Expansion and Optimization of Production Capacity and Efficiency

As part of our growth strategy, we plan to further enhance our overall production capacity to meet increasing customer demand. By leveraging our flexible production capabilities and smart production lines, we have been able to improve both our operational efficiency and the quality of our products. These efforts have enabled us to effectively reduce product defects and improve the cost efficiency of our production. We intend to continue expanding our production facilities in the future. Specifically, to support future growth, we intend to use a portion of the net [REDACTED] from the [REDACTED] to expand our production facilities in Hungary. We believe these initiatives will allow us to deliver superior products to our customers, increase revenue, and further optimize costs and profitability.

Our R&D Investment and Expansion of Product Offering

Our continuous investment in R&D has enabled us to introduce products with new and attractive features, improving product safety, energy efficiency, consistency, lifespan, and cost-effectiveness, while also supporting the launch of new products tailored to diverse new vertical markets. For example, our large cylindrical cells, featuring enhanced safety, extended range and fast charging, have been chosen by top automotive customers for installation in their next-generation EV models. For example, in emerging markets like robotics and flying cars, our battery products meet market demands with their high reliability, long lifespan, and wide temperature adaptability. The advanced features of our battery products address the growing need for high-performance batteries in different markets, positioning us to stay ahead of industry trends, address evolving customer needs, and capture opportunities in emerging markets, which we believe will drive revenue growth and strengthen our competitive position.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

However, R&D activities also involve significant costs and risks, including the uncertainty of achieving desired technological advancements or market acceptance of new products. If our newly developed products fail to meet market expectations or if competitors introduce superior technologies, our financial performance could be adversely affected.

Fluctuation in Raw Material Prices

During the Track Record Period, our profitability has been affected by fluctuations in the prices of key raw materials used in our battery products. Changes in raw material prices directly affect our cost of sales. Since we adjust the selling prices of our battery products based on fluctuations in the prices of raw materials, our revenue and profitability are also affected by such fluctuations. To the extent we cannot pass along the changes in raw material cost to our customers, our profit margin would be negatively affected by increases in raw material prices.

MATERIAL ACCOUNTING POLICIES AND ESTIMATES

Some of our accounting policies require us to apply estimates and assumptions as well as complex judgments relating to accounting items. The estimates and assumptions we use and the judgments we make in applying our accounting policies have a significant impact on our financial position and results of operations. Our management continually evaluates such estimates, assumptions, and judgments based on past experience and other factors, including 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, and we have not made any material changes to these estimates or assumptions during the Track Record Period. We do not expect any material changes in these estimates and assumptions in the foreseeable future.

Set forth below are discussions of the accounting policies that we believe are of critical importance to us or involve the most significant estimates, assumptions, and judgments used in the preparation of our financial statements. Other material accounting policies, estimates, assumptions, and judgments, which are important for understanding our financial condition and results of operations, are set forth in detail in the notes in the Accountants' Report in Appendix I to this document.

Revenue Recognition

Revenue from Contracts with Customers

Revenue from contracts with customers is recognized when we transfer control of goods to our customers at an amount that reflects the consideration we expect to be entitled in exchange for those goods.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

The following is a description of our accounting policy for our revenue streams:

(a) Revenue for domestic sales of goods is recognized when we have delivered the products to our customers in accordance with the contract terms, and have received acceptance and other proof of receipt from the customers.

(b) Revenue for overseas sales of goods is recognized when we have declared the goods for customs clearance in accordance with the contract terms, and have obtained customs clearance or received acceptance and other proof of receipt from the customers.

We make the best estimate of the variable consideration on the basis of the expected value or the amount that is most likely to be incurred, provided that the transaction price containing the variable consideration does not exceed the amount at which it is highly probable that a material reversal of the cumulative recognized revenue will not occur when the related uncertainty is eliminated.

Other Income

Interest income is recognized on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument, or a shorter period, when appropriate, to the net carrying amount of the financial asset.

Property, Plant and Equipment and Depreciation

Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalized in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, we recognize such parts as individual assets with specific useful lives and depreciate them accordingly.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:

| Category | Annual Depreciation Rate | |---|---| | Freehold land | Not depreciated | | Buildings | 3% | | Machinery | 9% | | Electronic equipment | 18% | | Furniture and office equipment | 18% | | Transportation equipment | 18% |

Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts, and each part is depreciated separately. Residual values, useful lives, and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year-end.

An item of property, plant and equipment, including any significant part initially recognized, is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognized in profit or loss in the year the asset is derecognized is the difference between the net sales proceeds and the carrying amount of the relevant asset.

Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

存货 Inventories

存货按成本与可变现净值孰低计量。成本采用加权平均法确定，在制品和产成品的成本包括直接材料、直接人工及适当比例的制造费用。可变现净值以估计售价减去估计至完工所需费用及销售费用后的金额为基础确定。 Inventories are stated at the lower of cost and net realizable value. Cost is determined on the weighted average basis and, in the case of work in progress and finished goods, includes direct materials, direct labor, and an appropriate proportion of overheads. Net realizable value is based on estimated selling prices less any estimated costs to complete and dispose of the inventory.

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本文件为草稿版本，尚未完成，如有更改，文件所载信息须与本文件封面"警告"一节一并阅读。 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

财务信息 FINANCIAL INFORMATION

综合损益表 CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

下表列示所示年度╱期间我们的综合损益表摘要： The following table sets forth a summary of our consolidated statements of profit or loss for the years/periods indicated:

| | 截至12月31日止年度 Year ended December 31, | | | 截至9月30日止九个月 Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | （人民币千元 RMB in thousands） | | | （未经审计 unaudited） | | | 收入 Revenue | 36,303,948 | 48,783,587 | 48,614,557 | 34,049,277 | 45,001,518 | | 销售成本 Cost of sales | (30,518,110) | (40,664,274) | (40,149,208) | (28,249,638) | (37,821,584) | | 毛利 Gross profit | 5,785,838 | 8,119,313 | 8,465,349 | 5,799,639 | 7,179,934 | | 其他收入 Other income | 1,096,387 | 1,985,398 | 1,567,446 | 1,152,657 | 756,871 | | 销售及市场推广费用 Selling and marketing expenses | (333,627) | (457,594) | (597,146) | (389,146) | (545,112) | | 行政费用 Administrative expenses | (1,602,348) | (1,748,952) | (1,520,000) | (939,617) | (2,276,686) | | 研究及开发费用 Research and development expenses | (2,153,136) | (2,731,637) | (2,942,308) | (2,172,262) | (1,872,042) | | 金融资产及合同资产减值损失 Impairment losses on financial assets and contract assets | (204,783) | (180,374) | (270,057) | (73,151) | (301,464) | | 其他收益及亏损净额 Other gains and losses, net | (74,581) | (347,684) | 58,236 | 80,721 | 420,313 | | 财务成本 Finance costs | (392,177) | (476,514) | (635,072) | (447,635) | (540,123) | | 应占合营企业溢利 Share of profit of a joint venture | 33,345 | 27,538 | 50,442 | 36,244 | 64,395 | | 应占联营公司业绩净额 Share of results of associates, net | 1,343,207 | 639,293 | 461,375 | 413,300 | 304,624 | | 税前溢利 Profit before tax | 3,498,125 | 4,828,787 | 4,638,265 | 3,460,750 | 3,190,710 | | 所得税抵免╱（开支）Income tax credit/(expense) | 173,769 | (308,521) | (416,862) | (186,629) | (214,168) | | 年度╱期间溢利 Profit for the year/period | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 | | 归属于： Attributable to: | | | | | | | 本公司股东 Owners of the Company | 3,508,964 | 4,050,175 | 4,075,586 | 3,188,651 | 2,815,689 | | 非控股权益 Non-controlling interests | 162,930 | 470,091 | 145,817 | 85,470 | 160,853 | | | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 |

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本文件为草稿版本，尚未完成，如有更改，文件所载信息须与本文件封面"警告"一节一并阅读。 THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

财务信息 FINANCIAL INFORMATION

非国际财务报告准则计量 NON-IFRS MEASURES

为补充按照国际财务报告准则呈列的综合财务报表，我们采用经调整净溢利（非国际财务报告准则计量）作为额外财务计量指标，该指标并非国际财务报告准则所规定或按国际财务报告准则呈列。我们认为，此非国际财务报告准则计量指标以与帮助我们管理层相同的方式，为【已删除】在理解和评估我们的综合经营业绩方面提供有用信息。然而，本非国际财务报告准则计量指标的呈列方式可能与其他公司呈列的同类指标不具可比性。使用本非国际财务报告准则计量指标作为分析工具存在局限性，【已删除】不应将其与我们按照国际财务报告准则报告的经营业绩或财务状况的分析割裂开来，或以其替代上述分析。 To supplement our consolidated financial statements presented in accordance with IFRSs, we use adjusted net profit (non-IFRS measure) as an additional financial measure, which is not required by or presented in accordance with IFRSs. We believe that this non-IFRS measure provides useful information to [REDACTED] in understanding and evaluating our consolidated results of operations in the same manner as they help our management. However, presentation of this non-IFRS measure may not be comparable to similarly titled measures presented by other companies. The use of this non-IFRS measure has limitations as an analytical tool, and [REDACTED] should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial conditions as reported under IFRSs.

我们将经调整净溢利（非国际财务报告准则计量）定义为年度╱期间溢利加回同年度╱期间的以股份为基础的付款，因为以股份为基础的付款属于非现金项目。经调整净溢利（非国际财务报告准则计量）不包括以股份为基础的付款的影响。 We define adjusted net profit (non-IFRS measure) as profit for the year/period adding back share-based payments in the same years/period, as share-based payments are non-cash items. The adjusted net profit (non-IFRS measure) excludes the impact of share-based payments.

下表列示所示年度╱期间我们的经调整净溢利（非国际财务报告准则计量）与年度╱期间溢利（按照国际财务报告准则编制的最接近计量指标）的对账： The following table sets forth a reconciliation of our adjusted net profit (non-IFRS measure) to profit for the years/periods (the nearest measure prepared in accordance with IFRSs) for the years/periods indicated:

| | 截至12月31日止年度 Year ended December 31, | | | 截至9月30日止九个月 Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | （人民币千元 RMB in thousands） | | | （未经审计 unaudited） | | | 年度╱期间溢利 Profit for the year/period | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 | | 调整项目 Adjusted for: | | | | | | | 以股份为基础的付款 Share-based payments | 624,795 | 456,910 | (76,365) | (99,842) | 875,999 | | 经调整净溢利（非国际财务报告准则计量）Adjusted net profit (non-IFRS measure) | 4,296,689 | 4,977,176 | 4,145,038 | 3,174,279 | 3,852,541 |

FINANCIAL INFORMATION

PRINCIPAL COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

Revenue

By Product Type

Our revenue was derived primarily from sales of consumer batteries, power batteries and ESS batteries. Our revenue experienced an overall increase during the Track Record Period, driven by overall growth in the sales of all our main products.

The following table sets forth a breakdown of our revenue by product type, in absolute amounts and as percentages of total revenue, for the years/periods indicated:

| | Year ended December 31, | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | 2025 | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | Consumer batteries | 8,513,451 | 23.5% | 8,362,121 | 17.1% | 10,322,161 | 21.2% | 7,477,734 | 22.0% | 8,257,656 | 18.3% | | Power batteries | 18,250,702 | 50.3% | 23,983,868 | 49.2% | 19,167,242 | 39.4% | 13,439,902 | 39.5% | 19,606,957 | 43.6% | | ESS batteries | 9,432,103 | 26.0% | 16,340,210 | 33.5% | 19,026,922 | 39.1% | 13,061,742 | 38.3% | 17,068,656 | 37.9% | | Others(1) | 107,692 | 0.2% | 97,388 | 0.2% | 98,232 | 0.3% | 69,899 | 0.2% | 68,249 | 0.2% | | Total | 36,303,948 | 100.0% | 48,783,587 | 100.0% | 48,614,557 | 100.0% | 34,049,277 | 100.0% | 45,001,518 | 100.0% |

Note: (1) Primarily includes interest income from loans to an associate, PT. Huafei Nickel Cobalt, to facilitate its funding of production capacity expansion. For details, see Note 22 to the Accountants' Report in Appendix I to this Document.

Our revenue from consumer batteries remained relatively stable in 2022 and 2023, and increased in 2024, primarily driven by an increase in demand from downstream markets of cylindrical cells, such as power tools and cleaning tools, and our major customers. Our revenue from consumer batteries increased by 10.4% from RMB7,477.7 million in the nine months ended September 30, 2024 to RMB8,257.7 million in the nine months ended September 30, 2025, primarily due to the continuous increase in demand from downstream markets and our efforts to expand our customer base for consumer batteries. See "— Period-to-period Comparison of Results of Operations."

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

During the Track Record Period, our revenue from power batteries formed our largest revenue stream, accounting for 50.3%, 49.2%, 39.4% and 43.6% of our total revenue in 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively. Our revenue from power batteries increased significantly by 45.9% from RMB13,439.9 million in the nine months ended September 30, 2024 to RMB19,607.0 million in the nine months ended September 30, 2025, primarily due to an increase in demand for our power batteries from leading domestic and overseas automotive enterprises that are our major customers, including Customer B and Customer I, along with their strong performance in the nine months ended September 30, 2025. See "— Period-to-period Comparison of Results of Operations."

Our revenue from ESS batteries increased significantly from 2022 to 2023, and further increased significantly in 2024 and the nine months ended September 30, 2025, primarily driven by continuous increases in our market share and customer demand, such as Customer A and Customer J, driven by the strong market recognition and continued sales growth of their energy storage system products. See "— Period-to-period Comparison of Results of Operations."

By Geographical Market

During the Track Record Period, we derived the majority of our revenue from sales in Chinese mainland. The following table sets forth a breakdown of our revenue by geographical market, in absolute amounts and as percentages of total revenue, for the years/periods indicated:

| | Year ended December 31, | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | 2025 | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | Chinese mainland | 23,674,165 | 65.2% | 35,482,428 | 72.7% | 36,823,166 | 75.7% | 25,678,355 | 75.4% | 34,492,298 | 76.6% | | Overseas | | | | | | | | | | | | South Korea | 5,933,251 | 16.3% | 7,087,191 | 14.5% | 2,327,803 | 4.8% | 1,756,698 | 5.2% | 1,426,295 | 3.2% | | EU | 3,918,769 | 10.8% | 3,441,173 | 7.1% | 3,780,012 | 7.8% | 2,639,747 | 7.8% | 3,563,387 | 7.9% | | United States | 680,743 | 1.9% | 714,920 | 1.5% | 1,901,860 | 3.9% | 1,590,672 | 4.6% | 959,235 | 2.1% | | Others | 2,097,019 | 5.8% | 2,057,876 | 4.2% | 3,781,716 | 7.8% | 2,383,804 | 7.0% | 4,560,303 | 10.2% | | Total | 36,303,948 | 100.0% | 48,783,587 | 100.0% | 48,614,557 | 100.0% | 34,049,277 | 100.0% | 45,001,518 | 100.0% |

FINANCIAL INFORMATION

During the Track Record Period, we primarily derived our overseas revenue from sales in South Korea and the EU. Revenue derived from the United States was immaterial to our results of operations during the Track Record Period. Our revenue from overseas increased from 2022 to 2023, primarily driven by increased overseas sales of our ESS batteries, and decreased in 2024, primarily due to our adjustment of our product structure in response to shifts in market demand. Our revenue from overseas increased from the nine months ended September 30, 2024 to the same period in 2025, primarily due to increased sales of power batteries and ESS batteries to major customers in overseas markets.

Sales Volume and Average Selling Price

The following table sets forth a breakdown of our sales volume by product type for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | Sales Volume | 2022 | 2023 | 2024 | 2024 | 2025 | | Consumer batteries (billion units) | 1.2 | 1.5 | 2.1 | 1.5 | 1.6 | | Power batteries (GWh) | 17.1 | 28.1 | 30.3 | 20.7 | 34.6 | | ESS batteries (GWh) | 11.9 | 26.3 | 50.4 | 35.7 | 48.4 |

The following table sets forth a breakdown of our average selling price by products for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | Average Selling Price | 2022 | 2023 | 2024 | 2024 | 2025 | | Consumer batteries (RMB per unit) | 6.9 | 5.7 | 5.0 | — | 5.1 | | Power batteries (billion RMB per GWh) | 1.1 | 0.9 | 0.6 | — | 0.6 | | ESS batteries (billion RMB per GWh) | 0.8 | 0.6 | 0.4 | — | 0.4 |

After experiencing significant fluctuations in upstream raw material prices in earlier years, we have implemented effective price adjustment mechanisms with both customers and suppliers to timely adjust selling prices in response to changing market dynamics. For example, we factor in the prices of upstream raw materials when determining and adjusting the selling prices of our products, and also engage in frequent negotiations with both customers and suppliers for price adjustments. Through such price adjustment mechanisms, we aim to stay competitive in the markets we operate in with a steadily improving gross profit margin profile.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

In the years ended December 31, 2022, 2023 and 2024, the average selling prices of all our battery products decreased from year to year, primarily due to decreases in the prices of key raw materials, such as lithium carbonate as well as cathode materials, anode materials, separators and electrolyte, and our strategic pricing to increase competitiveness and expand market share. In the nine months ended September 30, 2025, the average selling prices of all our battery products remained stable, primarily due to the relatively stable prices of key raw materials, such as lithium carbonate as well as cathode materials, anode materials, separators and electrolyte, and the effective functioning of our price adjustment mechanisms.

The sales volume of all our battery products increased continuously during the Track Record Period, primarily driven by (i) increased demand from our existing customers as we deepened our collaboration with them; (ii) growth of the battery markets we operate in; and (iii) our acquisition of new customers as we continued expanding our business. In particular, the sales volume of our ESS batteries more than doubled from 11.9 GWh in 2022 to 26.3 GWh in 2023, and further increased significantly to 50.4 GWh in 2024, primarily due to (i) an increase in our market share while the ESS battery market grew rapidly and (ii) a surge in demand from our existing and new customers. In the nine months ended September 30, 2025, the sales volume of our ESS batteries reached 48.4 GWh.

Our business operation exhibits certain seasonality. Driven by increased sales of EVs in the second half of the year, we generally recorded higher revenue and sales volume of power batteries in the second half of each year.

Cost of Sales

By Nature

Our cost of sales consists of (i) cost of direct materials, comprising raw materials and components used in the manufacturing of our battery products; and (ii) others, mainly comprising labor costs and manufacturing costs. The following table sets forth a breakdown of our cost of sales by nature, in absolute amounts and as percentages of total cost of sales, for the years/periods indicated:

| | Year ended December 31, | | | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 (unaudited) | | 2025 | | | | (RMB in thousands except for percentages) | | Cost of direct materials | 26,900,019 | 88.1% | 35,535,780 | 87.4% | 34,028,410 | 84.8% | 23,778,559 | 84.2% | 30,509,207 | 80.7% | | Others(1) | 3,618,091 | 11.9% | 5,128,494 | 12.6% | 6,120,798 | 15.2% | 4,471,279 | 15.8% | 7,312,377 | 19.3% | | Total | 30,518,110 | 100.0% | 40,664,274 | 100.0% | 40,149,208 | 100.0% | 28,249,638 | 100.0% | 37,821,584 | 100.0% |

(1) Primarily include labor costs and other manufacturing costs.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Our cost of direct materials formed the largest component of our cost of sales. Our cost of direct materials increased from 2022 to 2023 in line with our increase in sales volume. Our cost of direct materials remained relatively stable in 2024 as decreases in raw material prices offset the increase in our sales volume. In the nine months ended September 30, 2025, our cost of direct materials increased as compared to the same period in 2024, in line with the increase in sales volume.

Our other costs of sales increased from 2022 to 2023, further increased in 2024, primarily due to increases in our labor costs and manufacturing costs as our sales volume increased. For similar reasons, our cost of sales increased in the nine months ended September 30, 2025 as compared to the same period in 2024.

The direct materials in our cost of sales primarily comprise cathode, anode, electrolyte and separator. These materials are significantly affected by the prices of metals or commodities such as lithium, nickel and cobalt. Due to fluctuations in these material prices and market supply-demand conditions, our material procurement prices and volumes also vary accordingly. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, our cost of direct materials were RMB26,900.0 million, RMB35,535.8 million, RMB34,028.4 million and RMB30,509.2 million, respectively. For illustrative purposes only, assuming that all other factors affecting our financial performance remain constant (including assuming that material price fluctuations cannot be passed on to customers through price adjustment mechanisms), the sensitivity analysis of the impact of fluctuations in the average price of direct materials being 1% and 5% (the actual average fluctuation may be smaller as we use various types of materials in our production) on our profit before income tax during the Track Record Period is as follows:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in millions) | | | | | Fluctuations in the average price of direct materials | | | | | | -/+1% | +/-269 | +/-355 | +/-340 | +/-305 | | -/+5% | +/-1,345 | +/-1,777 | +/-1,701 | +/-1,525 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

The table below sets forth the average procurement price of our major raw materials for the years/period indicated:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | Cathode materials (RMB/kg) | 192.3 | 105.7 | 40.6 | 34.8 | | Anode materials (RMB/kg) | 50.7 | 32.9 | 20.8 | 19.5 | | Separator (RMB/sq.m.) | 2.6 | 2.1 | 1.2 | 0.9 | | Electrolyte (RMB/kg) | 64.7 | 33.8 | 18.9 | 16.0 |

During the Track Record Period, the average prices of all our major raw materials decreased in 2023 compared to 2022, and further decreased in 2024 and the nine months ended September 30, 2025, primarily due to gradual stabilization of supply-demand dynamics after prices peaked in 2022. For details on the fluctuations in raw material prices, see "Industry Overview — Raw Material Price Analysis."

By Product Type

The following table sets forth a breakdown of our cost of sales by product type, in absolute amounts and as percentages of total cost of sales, for the years/periods indicated:

| | Year ended December 31, | | | | | Nine months ended September 30, | | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | | | Consumer batteries | 6,412,134 | 21.0% | 6,377,419 | 15.7% | 7,475,030 | 18.6% | 5,386,943 | 19.1% | 6,043,684 | 16.0% | | Power batteries | 15,517,064 | 50.8% | 20,727,069 | 51.0% | 16,444,274 | 41.0% | 11,810,343 | 41.8% | 16,613,630 | 43.9% | | ESS batteries | 8,586,654 | 28.1% | 13,558,948 | 33.3% | 16,225,408 | 40.4% | 11,051,081 | 39.1% | 15,162,115 | 40.1% | | Others | 2,258 | 0.1% | 838 | 0.0% | 4,496 | 0.0% | 1,271 | 0.0% | 2,155 | 0.0% | | Total | 30,518,110 | 100.0% | 40,664,274 | 100.0% | 40,149,208 | 100.0% | 28,249,638 | 100.0% | 37,821,584 | 100.0% |

The fluctuations in our cost of sales for each business segment during the Track Record Period were primarily driven by (i) changes in sales volume; and (ii) fluctuations in raw material prices.

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FINANCIAL INFORMATION

Gross Profit and Gross Profit Margin

By Product Type

The following table sets forth a breakdown of our gross profit and gross profit margin by product type for the years/periods indicated:

| | Year ended December 31, | | | | | | Nine months ended September 30, | | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | | | Gross profit | Gross profit margin | Gross profit | Gross profit margin | Gross profit | Gross profit margin | Gross profit | Gross profit margin | Gross profit | Gross profit margin | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | | | Consumer batteries | 2,101,317 | 24.7% | 1,984,702 | 23.7% | 2,847,131 | 27.6% | 2,090,790 | 28.0% | 2,213,972 | 26.8% | | Power batteries | 2,733,638 | 15.0% | 3,256,799 | 13.6% | 2,722,968 | 14.2% | 1,629,558 | 12.1% | 2,993,327 | 15.3% | | ESS batteries | 845,449 | 9.0% | 2,781,262 | 17.0% | 2,801,514 | 14.7% | 2,010,661 | 15.4% | 1,906,541 | 11.2% | | Others(1) | 105,434 | N/A(2) | 96,550 | N/A(2) | 93,736 | N/A(2) | 68,629 | N/A(2) | 66,094 | N/A(2) | | Total | 5,785,838 | 15.9% | 8,119,313 | 16.6% | 8,465,349 | 17.4% | 5,799,638 | 17.0% | 7,179,934 | 16.0% |

Notes: (1) Primarily includes interest income from loans to our associate, Huafei.

(2) We consider the gross profit margin for other revenue not meaningful as interest income from loans to an associate carries no cost of sales.

FINANCIAL INFORMATION

The fluctuations in our gross profit and gross profit margin in 2022, 2023 and 2024 and the nine months ended September 30, 2025 were generally driven by (i) fluctuations in the average selling prices of our battery products; (ii) changes in our sales volume as a result of fluctuations in customer and downstream market demand; and (iii) fluctuations in the prices of key raw materials, such as lithium carbonate as well as cathode materials, anode materials, separators and electrolyte. See "— Period-to-period Comparison of Results of Operations."

Other Income

Our other income primarily consists of: (i) government grants, non-recurring subsidies granted by local government authorities, mainly financial incentives and subsidies rewarded for our major R&D achievements and contribution to the local economy through expansion of our production facilities and the government grants are conditioned upon our successful completion of certain R&D projects, meeting certain investment scale in the expansion of our facilities, and fulfilling other conditions required by the relevant subsidies; and (ii) interest income from our bank deposits.

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FINANCIAL INFORMATION

The following table sets forth a breakdown of our other income for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 (unaudited) | 2025 | | | (RMB in thousands) | | Government grants | 1,021,111 | 1,778,146 | 1,396,346 | 1,020,919 | 670,663 | | Interest income | 73,721 | 200,306 | 167,212 | 127,850 | 82,009 | | Others | 1,555 | 6,946 | 3,888 | 3,888 | 4,199 | | Total | 1,096,387 | 1,985,398 | 1,567,446 | 1,152,657 | 756,871 |

Selling and Marketing Expenses

Our selling and marketing expenses primarily consist of: (i) employee benefits expenses, mainly comprising salaries and other benefits paid to our sales and marketing personnel; (ii) advertising and marketing expenses; and (iii) travelling expenses incurred by our sales and marketing personnel.

The following table sets forth a breakdown of our selling and marketing expenses, in absolute amounts and as percentages of total selling and marketing expenses, for the years/periods indicated:

| | Year ended December 31, | | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 (unaudited) | | 2025 | | | | (RMB in thousands except for percentages) | | Employee benefits expenses | 139,132 | 41.7% | 191,931 | 41.9% | 282,873 | 47.4% | 160,032 | 41.1% | 237,818 | 43.6% | | Advertising and marketing expenses | 58,064 | 17.4% | 83,987 | 18.4% | 134,695 | 22.6% | 102,245 | 26.3% | 115,944 | 21.3% | | Travelling expenses | 17,993 | 5.4% | 44,220 | 9.7% | 67,367 | 11.3% | 48,672 | 12.5% | 63,115 | 11.6% | | Professional fees and agency fees | 46,250 | 13.9% | 43,345 | 9.5% | 35,833 | 6.0% | 25,638 | 6.6% | 27,327 | 5.0% | | Inspection fees | 23,896 | 7.2% | 27,639 | 6.0% | 21,617 | 3.6% | 12,848 | 3.3% | 40,766 | 7.5% | | Depreciation and amortization | 2,683 | 0.8% | 3,600 | 0.8% | 4,560 | 0.8% | 4,701 | 1.2% | 1,273 | 0.2% | | Others(1) | 45,609 | 13.6% | 62,872 | 13.7% | 50,201 | 8.3% | 35,010 | 9.0% | 58,869 | 10.8% | | Total | 333,627 | 100.0% | 457,594 | 100.0% | 597,146 | 100.0% | 389,146 | 100.0% | 545,112 | 100.0% |

Note: (1) Primarily include office expenses, insurance fees and others.

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FINANCIAL INFORMATION

Administrative Expenses

Our administrative expenses primarily consist of: (i) employee benefits expenses, mainly comprising salaries and other benefits paid to our administrative personnel; (ii) equity-settled share-based payment expense, mainly comprising share-based payment expenses recognized under our equity incentive plan; and (iii) administrative and office expenses, mainly comprising office expenses, utility expenses and rent paid for our offices.

The following table sets forth a breakdown of our administrative expenses, in absolute amounts and as percentages of total administrative expenses, for the years/periods indicated:

| | Year ended December 31, | | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 (unaudited) | | 2025 | | | | (RMB in thousands except for percentages) | | Employee benefits expenses | 519,479 | 32.4% | 691,169 | 39.5% | 864,389 | 56.9% | 689,467 | 30.3% | 624,795 | 39.0% | | Equity-settled share-based payment expense | 456,910 | 26.1% | 531,992 | 56.6% | (76,365) | (5.0)% | (99,842) | (10.6)% | 875,999 | 38.5% | | Administrative and office expenses | 144,013 | 9.0% | 159,065 | 9.1% | 172,858 | 11.4% | 104,196 | 11.1% | 194,388 | 8.5% | | Tax levies | 111,956 | 7.0% | 158,132 | 9.0% | 204,762 | 13.5% | 151,623 | 16.1% | 150,777 | 6.6% | | Depreciation and amortization | 60,516 | 3.8% | 86,819 | 5.0% | 119,299 | 7.8% | 79,986 | 8.5% | 131,294 | 5.8% | | Professional expenses | 32,592 | 2.0% | 86,936 | 5.0% | 76,732 | 5.0% | 46,253 | 4.9% | 37,708 | 1.7% | | Travelling expenses | 15,513 | 1.0% | 32,154 | 1.8% | 40,402 | 2.7% | 28,109 | 3.0% | 81,446 | 3.6% | | Others(1) | 93,484 | 5.8% | 77,767 | 4.5% | 117,923 | 7.7% | 97,300 | 10.4% | 115,607 | 5.1% | | Total | 1,602,348 | 100.0% | 1,748,952 | 100.0% | 1,520,000 | 100.0% | 939,617 | 100.0% | 2,276,686 | 100.0% |

Note: (1) Primarily include insurance fees and bank charges.

Research and Development Expenses

Our research and development expenses consist of: (i) employee benefits expenses, mainly comprising salaries and other benefits paid to our R&D personnel; (ii) material costs, mainly comprising costs of materials used in our R&D activities; and (iii) depreciation and amortization relating to our R&D facilities and equipment. We place high importance on our R&D initiatives and invested heavily in R&D during the Track Record Period. In 2022, 2023 and 2024 and the nine months ended September 30, 2024 and 2025, our research and development expenses accounted for 5.9%, 5.6%, 6.1%, 6.4% and 4.2% of our revenue, respectively.

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FINANCIAL INFORMATION

The following table sets forth a breakdown of our research and development expenses, in absolute amounts and as percentages of total research and development expenses, for the years/periods indicated:

| | Year ended December 31, | | | | Nine months ended September 30, | | | | |---|---|---|---|---|---|---|---|---| | | 2022 | | 2023 | | 2024 | | 2024 | | 2025 | | | | (RMB in thousands except for percentages) | | | | | | (unaudited) | | | | | Employee benefit expenses | 1,019,439 | 47.3% | 1,270,944 | 46.5% | 1,348,615 | 45.8% | 967,571 | 44.5% | 770,923 | 41.2% | | Material costs | 632,514 | 29.4% | 717,775 | 26.3% | 519,245 | 17.6% | 446,117 | 20.5% | 400,761 | 21.4% | | Depreciation and amortization | 204,653 | 9.5% | 314,489 | 11.5% | 524,853 | 17.8% | 365,726 | 16.8% | 333,656 | 17.8% | | Testing and inspection fees | 22,440 | 1.0% | 54,338 | 2.0% | 69,703 | 2.4% | 44,657 | 2.1% | 49,782 | 2.7% | | Consultancy fees | 64,219 | 3.0% | 37,319 | 1.4% | 75,746 | 2.6% | 46,264 | 2.1% | 63,406 | 3.4% | | Patent fees | 9,186 | 0.4% | 28,538 | 1.0% | 27,589 | 0.9% | 13,829 | 0.6% | 15,367 | 0.8% | | Others(1) | 200,685 | 9.4% | 308,234 | 11.3% | 376,557 | 12.9% | 288,098 | 13.3% | 238,147 | 12.7% | | Total | 2,153,136 | 100.0% | 2,731,637 | 100.0% | 2,942,308 | 100.0% | 2,172,262 | 100.0% | 1,872,042 | 100.0% |

(1) Primarily include utilities, fuel expenses, travelling expenses, and repair and maintenance fees.

Impairment Losses on Financial Assets and Contract Assets

Our impairment losses on financial assets and contract assets primarily consist of impairment losses on our trade receivables and contract assets. In 2022, 2023 and 2024 and the nine months ended September 30, 2024 and 2025, our impairment losses on financial assets and contract assets were RMB204.8 million, RMB180.4 million, RMB270.1 million, RMB73.2 million and RMB301.5 million, respectively.

Other Gains and Losses, Net

Our other gains and losses, net, primarily consist of: (i) gains on disposal/deemed disposal of investments in associates, net; (ii) investment (losses)/income on financial assets at FVTPL mainly comprising our investment gains and losses from wealth management products and other financial assets; (iii) foreign exchange difference, net; (iv) loss on disposal of property, plant and equipment, right-of-use assets and intangible assets; and (v) provision for inventory.

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FINANCIAL INFORMATION

The following table sets forth a breakdown of our other gains and losses, net, for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB in thousands) | | | (unaudited) | | | Fair value (losses)/gains on financial assets at FVTPL | (13,402) | 12,364 | (12,987) | (12,383) | 3,105 | | Investment (losses)/income on financial assets at FVTPL | (115,152) | 106,212 | 131,427 | 85,886 | 119,203 | | Hedge ineffectiveness in cash flow hedges | – | (167,224) | 3,160 | 18,337 | 5,114 | | Foreign exchange difference, net | 193,498 | 92,014 | 55,936 | 382 | (97,948) | | Loss on disposal of property, plant and equipment, right-of-use assets and intangible assets | (22,521) | (40,950) | (72,041) | (41,551) | (75,029) | | Gains on disposal/deemed disposal of investments in associates, net | – | 3,595 | 30 | – | 463,644 | | Gain on disposal of financial assets at FVTOCI | – | – | – | – | 1,961 | | Provision for inventory | (119,240) | (363,243) | (46,467) | 31,465 | 12,219 | | Impairment loss on investment in an associate | – | 2,236 | – | – | – | | Others | 2,236 | 9,548 | (822) | (1,415) | 4,390 | | Total | (74,581) | (347,684) | 58,236 | 80,721 | 420,313 |

Our provision for inventory increased significantly in 2023, primarily due to a substantial drop in the prices of key raw materials in 2023 from their highs in 2022.

Finance Costs

Our finance costs consist of: (i) interest on bank and other borrowings and (ii) interest on lease liabilities, less interest capitalized. The following table sets forth a breakdown of our finance costs for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB in thousands) | | | (unaudited) | | | Interest on bank and other borrowings | 543,519 | 788,062 | 773,056 | 536,059 | 659,127 | | Interest on lease liabilities | 4,684 | 3,303 | 3,653 | 1,186 | 2,442 | | Less: interest capitalized | (156,026) | (314,851) | (141,637) | (89,610) | (121,446) | | Total | 392,177 | 476,514 | 635,072 | 447,635 | 540,123 |

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FINANCIAL INFORMATION

**Share of Profit of a Joint Venture**

Our share of profit of a joint venture represents the profit from our joint venture, EVE Energy North America Corporation. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our share of profit of a joint venture was RMB33.3 million, RMB27.5 million, RMB50.4 million, RMB36.2 million and RMB64.4 million, respectively. The fluctuations in our share of profit of a joint venture was in line with fluctuations in the performance of EVE Energy North America Corporation.

**Share of Results of Associates, Net**

Our share of results of associates, net, primarily consists of profits from our associates. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, our share of results of associates, net, was RMB1,343.2 million, RMB639.3 million, RMB461.4 million, RMB413.3 and RMB304.6 million, respectively. The decrease in our share of results of associates, net, was primarily due to a decrease in the profits of certain associates we invested in.

**Income Tax Credit and Expenses**

Our income tax credit and expenses comprise current tax on profits for the years/periods and deferred tax. We are subject to income tax on an entity basis on assessable profits arising in or derived from the tax jurisdictions in which members of our Group are domiciled and operate.

The following table sets forth a breakdown of our income tax credit and expenses for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | (RMB in thousands) | | | (unaudited) | | | Current tax | 183,193 | 397,542 | 420,808 | 358,307 | 491,403 | | Deferred tax | (356,962) | (89,021) | (3,946) | (171,678) | (277,235) | | Total income tax (credit)/expenses for the year/period | (173,769) | 308,521 | 416,862 | 186,629 | 214,168 |

**PRC**

Pursuant to the Corporate Income Tax Law of the PRC and the respective regulations, our subsidiaries operating in Chinese mainland were subject to corporate income tax at a rate of 25% on the taxable income during the Track Record Period.

During the Track Record Period, our Company and certain of our subsidiaries were certified as High and New Technology Enterprises and entitled to a preferential income tax rate of 15%.

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FINANCIAL INFORMATION

Pursuant to the Notice on the Tax Policies of Further Implementation of the Western Region Development Strategy (Caishui [2011] No. 58) (《關於深入實施西部大開發戰略有關稅收政策問題的通知(財稅[2011]58號)》) ("the Notice") issued by the Ministry of Finance (the "MOF"), the State Administration of Taxation (the "SAT") and the General Administration of Customs, our subsidiaries, Jinhai Lithium (Qinghai) Co., Ltd and Qujing EVE Energy Co., Ltd., were set up in the western region and fell into the encouraged industry catalogue promulgated under the Notice, and therefore entitled to a preferential tax rate of 15% during the Track Record Period.

**Hong Kong**

Our subsidiary incorporated in Hong Kong was subject to Hong Kong profits tax at the rate of 16.5% on any estimated assessable profits arising in Hong Kong during the Track Record Period.

Under Hong Kong's two-tiered profits tax regime, the profits tax rate applicable to the first HK$2 million of assessable profits of qualifying corporations incorporated in Hong Kong is 8.25%, while assessable profits exceeding HK$2 million are subject to a tax rate of 16.5%. Accordingly, one of the Group's Hong Kong-incorporated subsidiaries benefited from the lower tax rate during the Track Record Period.

**PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS**

**Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024**

**Revenue**

Our revenue increased from RMB34,229.3 million in nine months ended September 30, 2024 to RMB45,001.5 million in nine months ended September 30, 2025. Specifically:

- By product:

- Our revenue from consumer batteries increased by 10.4% from RMB7,477.7 million in the nine months ended September 30, 2024 to RMB8,257.7 million in the nine months ended September 30, 2025, primarily due to the continuous increase in demand from downstream markets and our efforts to expand our customer base for consumer batteries.

- Our revenue from power batteries increased by 45.9% from RMB13,439.9 million in the nine months ended September 30, 2024 to RMB19,607.0 million in the nine months ended September 30, 2025, primarily due to an increase in demand for our power batteries from leading domestic and overseas automotive enterprises that are our major customers, including Customer B and Customer I, along with their strong performance in the nine months ended September 30, 2025. The sales volume of power batteries reached 34.6 GWh in the nine months ended September 30, 2025 as compared to 20.7 GWh in the same period in 2024, while the average selling price of power batteries remained stable at RMB0.6 billion per GWh.

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FINANCIAL INFORMATION

- Our revenue from ESS batteries increased by 30.7% from RMB13,061.7 million in the nine months ended September 30, 2024 to RMB17,068.7 million in the nine months ended September 30, 2025, primarily due to an increase in demand for our ESS batteries from leading technology companies, such as Customer A and Customer J, driven by the strong market recognition and continued sales growth of their energy storage system products. The sales volume of ESS batteries increased to 48.4 GWh in the nine months ended September 30, 2025 as compared to 35.7 GWh in the same period in 2024, while the average selling price of ESS batteries remained stable at RMB0.4 billion per GWh.

By geographical market:

•

Our revenue from Chinese mainland increased by 34.3% from RMB25,678.4 million in nine months ended September 30, 2024 to RMB34,492.3 million in nine months ended September 30, 2025, primarily due to our increased sales of power and ESS batteries to leading NEV brands and technology companies, such as Customer A and Customer J, in China, driven by their growing demands for our power batteries and ESS batteries along with their improved brand recognition and strong sales performance.

•

Our revenue from other countries and regions increased by 25.5% from RMB8,370.9 million in nine months ended September 30, 2024 to RMB10,509.2 million in 2025, primarily due to increased sales of power batteries to several multi-national enterprises, such as Customer I and a global leading logistics service provider, driven by their growing demand for our power batteries in line with their expanding business.

Cost of Sales

Our cost of sales increased by 33.9% from RMB28,249.6 million in nine months ended September 30, 2024 to RMB37,821.6 million in nine months ended September 30, 2025. The fluctuations in our cost of sales by product type are generally in line with fluctuations in our revenue for each respective product type. Specifically:

• Our cost of sales for consumer batteries increased by 12.2% from RMB5,386.9 million in the nine months ended September 30, 2024 to RMB6,043.7 million in the nine months ended September 30, 2025 in line with the increase in revenue from consumer batteries.

• Our cost of sales for power batteries increased by 40.7% from RMB11,810.3 million in the nine months ended September 30, 2024 to RMB16,613.6 million in the nine months ended September 30, 2025 in line with the increase in revenue from power batteries.

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FINANCIAL INFORMATION

• Our cost of sales for ESS batteries increased by 37.2% from RMB11,051.1 million in the nine months ended September 30, 2024 to RMB15,162.1 million in the nine months ended September 30, 2025, generally in line with the increase in revenue from ESS batteries.

Gross Profit and Gross Profit Margin

Our gross profit increased by 23.8% from RMB5,799.7 million in the nine months ended September 30, 2024 to RMB7,179.9 million in the nine months ended September 30, 2025, while our gross profit margin slightly decreased from 17.0% in the nine months ended September 30, 2024 to 16.0% in the nine months ended September 30, 2025. Specifically, by product type:

• Our gross profit for consumer batteries increased from RMB2,090.8 million in the nine months ended September 30, 2024 to RMB2,214.0 million in the nine months ended September 30, 2025. Our gross profit margin for consumer batteries remained relatively stable at 28.0% and 26.8% in the nine months ended September 30, 2024 and 2025, respectively.

• Our gross profit for power batteries increased significantly from RMB1,629.6 million in the nine months ended September 30, 2024 to RMB2,993.3 million in the nine months ended September 30, 2025. Our gross profit margin for power batteries increased from 12.1% in the nine months ended September 30, 2024 to 15.3% in the nine months ended September 30, 2025, primarily due to (i) reduced production costs and improved production efficiency in the nine months ended September 30, 2025 as a result of the upgrade of our production lines for power batteries in 2024; (ii) the relatively stable prices for key raw materials of power batteries in the nine months ended September 30, 2025 and (iii) our strong sales performance in the nine months ended September 30, 2025, driven by the increasing demand for power batteries, particularly from leading NEV brands as the NEV market continued to expand.

• Our gross profit for ESS batteries decreased from RMB2,010.7 million in the nine months ended September 30, 2024 to RMB1,906.5 million in the nine months ended September 30, 2025. Our gross profit margin for ESS batteries slightly decreased from 15.4% in the nine months ended September 30, 2024 to 11.2% in the nine months ended September 30, 2025, primarily due to our strategic pricing adjustment to increase competitiveness in the industry.

Other Income

Our other income decreased by 34.3% from RMB1,152.7 million in the nine months ended September 30, 2024 to RMB756.9 million in the nine months ended September 30, 2025, primarily because the expansion of our domestic production facilities approached the final stage and related government grants we received declined accordingly in the nine months ended September 30, 2025.

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FINANCIAL INFORMATION

Selling and Marketing Expenses

Our selling and marketing expenses increased by 40.1% from RMB389.1 million in the nine months ended September 30, 2024 to RMB545.1 million in the nine months ended September 30, 2025, primarily due to (i) an increase in employee benefits expenses of RMB77.8 million, mainly attributable to our addition of sales and marketing personnel to strengthen our marketing capabilities and increased compensation level for our sales and marketing personnel; (ii) an increase in inspection fees of RMB27.9 million, reflecting our intensified efforts in obtaining product certifications and ensuring compliance with both domestic and international standards; and (iii) an increase in traveling expenses of RMB14.4 million, driven by our increased marketing activities across both domestic and overseas markets.

Administrative Expenses

Our administrative expenses increased significantly from RMB939.6 million in the nine months ended September 30, 2024 to RMB2,276.7 million in the nine months ended September 30, 2025, primarily due to (i) an increase in equity-settled share based payment expense of RMB975.8 million, mainly attributable to the amortization of expenses in relation to our share incentive plan approved in October 2024; and (ii) an increase in employee benefits expenses of RMB157.5 million, mainly attributable to increased compensation level for our employees.

Research and Development Expenses

Our research and development expenses decreased by 13.8% from RMB2,172.3 million in the nine months ended September 30, 2024 to RMB1,872.0 million in the nine months ended September 30, 2025, primarily due to our strategic reallocation of resources to enhance R&D efficiency, given that our core products and technologies have reached an advanced level following our previous substantial investments in research and development.

Impairment Losses on Financial Assets and Contract Assets

Our impairment losses on financial assets and contract assets increased significantly from RMB73.2 million in the nine months ended September 30, 2024 to RMB301.5 million in the nine months ended September 30, 2025, primarily due to an increase in our provision of bad debts as certain of our customers faced operational challenges and was deemed unlikely to meet their payment obligations.

Other Gains and Losses, Net

Our net other gains increased significantly from RMB80.7 million in the nine months ended September 30, 2024 to RMB420.3 million in the nine months ended September 30, 2025, primarily due to an increase of gains on disposal/deemed disposal of investments in associates,

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FINANCIAL INFORMATION

net of RMB463.6 million, mainly as a result of sales of a small portion of Smoore's shares held by us, which was partially offset by net foreign exchange loss of RMB97.9 million in the nine months ended September 30, 2025 resulted from the fluctuations in foreign currency exchange rates.

Finance Costs

Our finance costs increased by 20.7% from RMB447.6 million in the nine months ended September 30, 2024 to RMB540.1 million in the nine months ended September 30, 2025, primarily due to an increase in interest on bank and other borrowings of RMB123.1 million, in line with the increase in our bank and other borrowings.

Income Tax Expenses

Our income tax expenses increased from RMB186.6 million in the nine months ended September 30, 2024 to RMB214.2 million in the nine months ended September 30, 2025, primarily due to an increase in our taxable income.

Net Profit and Net Profit Margin

As a result of the foregoing, our profit for the period decreased by 9.1% from RMB3,274.1 million in the nine months ended September 30, 2024 to RMB2,976.5 million in the nine months ended September 30, 2025, while our net profit margin decreased from 9.6% in the nine months ended September 30, 2024 to 6.6% in the nine months ended September 30, 2025.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Revenue

Our revenue remained relatively stable at RMB48,783.6 million and RMB48,614.6 million in 2023 and 2024, respectively. Specifically:

• By product:

◦ Our revenue from consumer batteries increased by 23.4% from RMB8,362.1 million in 2023 to RMB10,322.2 million in 2024, primarily due to (i) an increase in market demand for the end products in which our cylindrical cells were used, such as power tools and cleaning tools; and (ii) an increase in demand from certain major customers as we deepened our collaboration. The sales volume of consumer batteries increased from 1.5 billion units in 2023 to 2.1 billion units in 2024.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

• 　　◦ Our revenue from power batteries decreased by 20.1% from RMB23,983.9 million in 2023 to RMB19,167.2 million in 2024, primarily due to a decrease in our average selling prices of power batteries from RMB0.9 billion per GWh in 2023 to RMB0.6 billion per GWh in 2024, in response to decreases in the prices of certain key raw materials of power batteries, such as lithium carbonate as well as cathode materials, anode materials, separators and electrolyte, while the sales volume of power batteries increased from 28.1 GWh in 2023 to 30.3 GWh in 2024. See "Industry Overview — Price Analysis — Price Analysis of Power Battery Cells."

◦

财务信息

我们储能电池的收入从2023年的人民币163.402亿元增长16.4%至2024年的人民币190.269亿元（RMB19,026.9 million），主要由于现有客户需求增加以及我们在持续扩展该业务板块过程中拓展了新客户。这体现在：（i）随着下游对储能解决方案需求的增加，我们棱柱形磷酸铁锂电池销量增加，储能电池销售量从2023年的26.3 GWh增至2024年的50.4 GWh；以及（ii）储能电池市场的快速增长及我们市场份额的扩大。按2024年出货量计算，我们是全球第二大储能电池供应商，市场份额为17.2%。

按地理市场划分：

ⴰ 我们来自中国大陆的收入从2023年的人民币354.824亿元增长3.8%至2024年的人民币368.232亿元（RMB36,823.2 million），主要由于我们加强与主要国内客户的合作（尤其是与储能电池客户的合作），对其销售有所增加。

ⴰ 我们来自其他国家及地区的收入从2023年的人民币133.012亿元减少11.4%至2024年的人民币117.914亿元（RMB11,791.4 million），主要由于我们根据市场需求变化进行了产品结构调整。

销售成本

我们的销售成本在2023年及2024年分别为人民币406.643亿元及人民币401.492亿元（RMB40,664.3 million及RMB40,149.2 million），保持相对稳定。我们各产品类型销售成本的波动总体上与各产品类型收入的波动相一致。具体而言：

• 我们消费类电池的销售成本从2023年的人民币63.774亿元增长17.2%至2024年的人民币74.750亿元（RMB7,475.0 million），与销售量的增加相一致。

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本文件为草稿，内容未完整且可能有所变动，阅读本文件所载资料时必须一并阅读本文件封面"警告"一节。

财务信息

• 我们动力电池的销售成本从2023年的人民币207.271亿元减少20.7%至2024年的人民币164.443亿元（RMB16,444.3 million），主要由于原材料价格下降。

• 我们储能电池的销售成本从2023年的人民币135.589亿元增长19.7%至2024年的人民币162.254亿元（RMB16,225.4 million），与销售量的增加相一致。

毛利及毛利率

我们的毛利从2023年的人民币81.193亿元增长4.3%至2024年的人民币84.653亿元（RMB8,465.3 million），毛利率从2023年的16.6%提升至2024年的17.4%。按产品类型具体划分：

• 我们消费类电池的毛利从2023年的人民币19.847亿元增长43.5%至2024年的人民币28.471亿元（RMB2,847.1 million），该业务板块毛利率从2023年的23.7%提升至2024年的27.6%，主要由于圆柱形电芯销售量及毛利率的提升。

• 我们动力电池的毛利从2023年的人民币32.568亿元减少16.4%至2024年的人民币27.230亿元（RMB2,723.0 million），与该业务板块收入的减少相一致。动力电池毛利率保持相对稳定，2023年及2024年分别为13.6%及14.2%。

• 我们储能电池的毛利在2023年及2024年分别为人民币27.813亿元及人民币28.015亿元（RMB2,781.3 million及RMB2,801.5 million），保持相对稳定。储能电池毛利率从2023年的17.0%下降至2024年的14.7%，主要由于我们为提升行业竞争力而进行的战略性价格调整。

其他收入

我们的其他收入从2023年的人民币19.854亿元减少21.1%至2024年的人民币15.674亿元（RMB1,567.4 million），主要由于政府补助减少人民币3.818亿元，原因是我们2024年在中国生产设施建设方面的投资较2023年有所减少。

销售及市场推广费用

我们的销售及市场推广费用从2023年的人民币4.576亿元增长30.5%至2024年的人民币5.971亿元（RMB597.1 million），主要由于：（i）员工福利费用增加人民币9,090万元，主要归因于我们增加了销售及市场推广人员以支持扩大国内外市场推广工作；（ii）广告及市场推广费用增加人民币5,070万元，主要由于我们参加了更多国际及国内展览；以及（iii）差旅费用增加人民币2,310万元，主要归因于销售及市场推广人员出行增加。

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本文件为草稿，内容未完整且可能有所变动，阅读本文件所载资料时必须一并阅读本文件封面"警告"一节。

FINANCIAL INFORMATION

Administrative Expenses

Our administrative expenses decreased by 13.1% from RMB1,749.0 million in 2023 to RMB1,520.0 million in 2024, primarily due to a RMB533.3 million decrease in equity-settled share-based payment expenses, mainly attributable to our reversal of share-based compensation expenses for restricted stock that did not vest, partially offset by a RMB173.2 million increase in employee benefits expenses, mainly attributable to our higher compensation levels for our administrative personnel.

Research and Development Expenses

Our research and development expenses increased by 7.7% from RMB2,731.6 million in 2023 to RMB2,942.3 million in 2024, primarily due to (i) a RMB210.4 million increase in depreciation and amortization expenses; and (ii) a RMB77.7 million increase in employee benefit expenses, mainly attributable to headcount expansion of our R&D personnel as we sought to further strengthen our R&D capabilities and expanded our R&D team. These increases were partially offset by a RMB198.5 million decrease in material costs, as some of our R&D projects neared completion, reducing material consumption.

Impairment Losses on Financial Assets and Contract Assets

Our impairment losses on financial assets and contract assets increased by 49.7% from RMB180.4 million in 2023 to RMB270.1 million in 2024, primarily due to an increase in our provision of bad debts as certain of our customers faced operational challenges and was deemed unlikely to meet their payment obligations. Our management continues to monitor the recoverability from these customers, and is currently considering the provision of the relevant balance of approximately RMB150.0 million.

Other Gains and Losses, Net

We recorded net other losses RMB347.7 million in 2023 and net other gains of RMB58.2 million in 2024, primarily due to (i) investment income on financial assets at FVTPL of RMB131.4 million; (ii) a RMB316.8 million decrease in the provision for inventory, primarily due to stabilized raw material prices in the second half of 2024.

Finance Costs

Our finance costs increased by 33.3% from RMB476.5 million in 2023 to RMB635.1 million in 2024, primarily due to a RMB173.2 million decrease in interest capitalized as several of our production capacity expansion projects neared completion.

Income Tax Expenses

Our income tax expenses increased from RMB308.5 million in 2023 to RMB416.9 million in 2024, primarily due to an increase in our taxable income.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Net Profit and Net Profit Margin

As a result of the foregoing, our profit for the year decreased by 6.6% from RMB4,520.3 million in 2023 to RMB4,221.4 million in 2024, while our net profit margin decreased from 9.3% in 2023 to 8.7% in 2024.

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Revenue

Our revenue increased by 34.4% from RMB36,303.9 million in 2022 to RMB48,783.6 million in 2023, primarily driven by revenue growth in our power battery and ESS battery businesses. Specifically:

• By product:

ⴰ Our revenue from consumer batteries remained relatively stable at RMB8,513.5 million and RMB8,362.1 million in 2022 and 2023, respectively.

ⴰ Our revenue from power batteries increased by 31.4% from RMB18,250.7 million in 2022 to RMB23,983.9 million in 2023, primarily due to an increase in sales volume from 17.1 GWh in 2022 to 28.1 GWh in 2023, as customer demand increased coupled with continued customer recognition of our products, despite the decreased average selling price of our power batteries from RMB0.9 billion per GWh in 2023 to RMB0.6 billion per GWh in 2024.

ⴰ Our revenue from ESS batteries increased by 73.2% from RMB9,432.1 million in 2022 to RMB16,340.2 million in 2023, primarily due to an increase in sales volume from 26.3 GWh in 2023 to 50.4 GWh in 2024, driven by (i) rapid market growth and the expansion of our market share, supported by our advanced technologies in the relevant fields; and (ii) increased demand from existing customers such as Customer A and our acquisition of new customers such as Customer J, while the average selling price of our ESS batteries decreased from RMB0.8 billion per GWh in 2022 to RMB0.6 billion per GWh in 2023.

• By geographical market:

ⴰ Our revenue from Chinese mainland increased by 49.9% from RMB23,674.2 million in 2022 to RMB35,482.4 million in 2023, primarily due to strong growth in the domestic power and ESS markets and robust demand from new and existing customers.

ⴰ Our revenue from other countries and regions increased by 5.3% from RMB12,629.8 million in 2022 to RMB13,301.2 million in 2023, primarily due to an increase in the overseas sales volume of power batteries.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Cost of Sales

Our total cost of sales increased by 33.2% from RMB30,518.1 million in 2022 to RMB40,664.3 million in 2023 in line with our revenue growth. Our cost of direct materials increased by 32.1% from RMB26,900.0 million in 2022 to RMB35,535.8 million in 2023 primarily due to an increase in our raw materials used in manufacturing as our sales volume increased. Our other costs increased by 41.7% from RMB3,618.1 million in 2022 to RMB5,128.5 million in 2023, primarily due to an increase in our labor costs and other costs in line with an increase in our sales volume.

By product type:

• Our cost of sales for consumer batteries remained relatively stable at RMB6,412.1 million and RMB6,377.4 million in 2022 and 2023, respectively, as decreases in raw material prices offset the effect of our increase in sales volume.

•

FINANCIAL INFORMATION

•

Our gross profit for ESS batteries increased significantly from RMB845.4 million in 2022 to RMB2,781.3 million in 2023, primarily due to rapid growth in sales from 11.9 GWh in 2022 to 26.3 GWh in 2023, mainly driven by the expansion of the global energy storage market and our enhanced product competitiveness with technology advanced. Our gross profit margin for ESS batteries increased from 9.0% in 2022 to 17.0% in 2023, primarily due to reduced production costs as we improved cost efficiencies and economies of scale. In 2023, to mitigate volatile upstream mineral prices such as lithium, nickel and cobalt, we established price adjust mechanism among our suppliers, including strengthening strategic supply chain partnerships to achieve synergies and utilizing hedging tools in the futures market to manage the overall cost of key raw materials. As a result, the average procurement prices of our major raw materials including cathode materials, anode materials, separator, electrolyte, were significantly lowered compared to 2022, resulting in a substantial reduction in production costs. For example, our average procurement price of cathode materials decreased from RMB192.3 per kilogram in 2022 to RMB105.7 per kilogram in 2023. For more details of the average procurement price of our major raw materials, see "Financial Information — Principal Components of Our Consolidated Statements of Profit or Loss — Cost of Sales."

In addition, we actively established long-term and stable partnerships with industry-leading companies both domestically and overseas, which significantly increased the demand for our ESS batteries, with sales volume increased from 11.9 GWh in 2022 to 26.3 GWh in 2023. The growing order volume enabled us to expand production scale and enhance capacity utilization, resulting in improved yield rates and production efficiency. Such expansion allowed us to better leverage our manufacturing facilities and achieve economies of scale by diluting fixed costs across a larger production base, which further enabled us to offer our ESS batteries at more competitive prices. Our average selling price of ESS batteries decreased from RMB0.8 billion per GWh in 2022 to RMB0.6 billion per GWh in 2023.

Other Income

Our other income increased by 81.1% from RMB1,096.4 million in 2022 to RMB1,985.4 million in 2023, primarily due to (i) a RMB757.0 million increase in government grants as we made additional investment in the construction of production facilities in China; and (ii) an increase of RMB126.6 million in interest income, mainly attributable to an increase in our monetary funds following our directed private placement in 2022.

Selling and Marketing Expenses

Our selling and marketing expenses increased by 37.2% from RMB333.6 million in 2022 to RMB457.6 million in 2023, primarily due to (i) a RMB52.8 million increase in employee benefits expenses, mainly attributable to our headcount addition for our sales and marketing personnel; and (ii) a RMB26.2 million increase in travelling expenses, primarily due to our increased business development activities and market coverage.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Administrative Expenses

Our administrative expenses increased by 9.1% from RMB1,602.3 million in 2022 to RMB1,749.0 million in 2023, primarily due to (i) a RMB171.7 million increase in employee benefits expenses, mainly attributable to our headcount expansion; (ii) a RMB54.3 million increase in professional expenses, primarily due to higher external consultancy costs; and (iii) a RMB26.3 million increase in depreciation and amortization, primarily due to the addition of new office space and facilities. These increases were partially offset by a RMB167.9 million decrease in equity-settled share-based payment expenses.

Research and Development Expenses

Our research and development expenses increased by 26.9% from RMB2,153.1 million in 2022 to RMB2,731.6 million in 2023, primarily due to (i) a RMB251.5 million increase in employee benefit expenses, mainly due to increases in the headcount of our R&D personnel to support growing R&D activities; (ii) a RMB109.8 million increase in depreciation and amortization expenses in line with increased use of our R&D facilities as we scaled operations; and (iii) a RMB107.5 million increase in other expenses, mainly attributable to higher utilities and fuel expenses.

Impairment Losses on Financial Assets and Contract Assets

Our impairment losses on financial assets and contract assets decreased by 11.9% from RMB204.8 million in 2022 to RMB180.4 million in 2023, primarily due to a smaller increase in trade receivables.

Other Gains and Losses, Net

Our net other losses increased significantly from RMB74.6 million in 2022 to RMB347.7 million in 2023, primarily due to (i) a RMB244.0 million increase in the provision for inventory, primarily due to decreases in the prices of raw materials from their historical highs in 2022; and (ii) a RMB101.5 million decrease in foreign exchange gains, partially offset by a RMB54.1 million reduction in investment losses on financial assets at FVTPL.

Finance Costs

Our finance costs increased by 21.5% from RMB392.2 million in 2022 to RMB476.5 million in 2023, primarily due to a RMB244.5 million increase in interest on bank and other borrowings.

Income Tax Credit and Expenses

We recorded income tax credit of RMB173.8 million in 2022 and income tax expense of RMB308.5 million in 2023, primarily due to an increase in our taxable income.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

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FINANCIAL INFORMATION

Net Profit and Net Profit Margin

As a result of the foregoing, our profit for the year increased by 23.1% from RMB3,671.9 million in 2022 to RMB4,520.3 million in 2023, while our net profit margin decreased from 10.1% in 2022 to 9.3% in 2023.

DISCUSSION OF CERTAIN KEY ITEMS FROM OUR CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The following table sets forth selected information from our consolidated statements of financial position as of the dates indicated, which have been extracted from our consolidated financial statements included in Appendix I to this Document.

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | | | | Total non-current assets | 46,780,719 | 57,568,902 | 62,905,946 | 69,537,128 | | Total current assets | 36,857,093 | 36,786,437 | 37,984,679 | 46,833,185 | | **Total assets** | **83,637,812** | **94,355,339** | **100,890,625** | **116,370,313** | | Total non-current liabilities | 18,306,361 | 18,515,306 | 20,097,146 | 29,345,022 | | Total current liabilities | 32,171,272 | 37,834,765 | 39,794,292 | 44,510,155 | | **Total liabilities** | **50,477,633** | **56,350,071** | **59,891,438** | **73,855,177** | | Net current assets/(liabilities) | 4,685,821 | (1,048,328) | (1,809,613) | 2,323,030 | | **Net assets** | **33,160,179** | **38,005,268** | **40,999,187** | **42,515,136** | | Share capital | 2,041,759 | 2,045,721 | 2,045,721 | 2,045,733 | | Reserves | 28,371,691 | 32,687,143 | 35,534,976 | 37,826,569 | | Non-controlling interests | 2,746,729 | 3,272,404 | 3,418,490 | 2,642,834 | | **Total equity** | **33,160,179** | **38,005,268** | **40,999,187** | **42,515,136** |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

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FINANCIAL INFORMATION

Current Assets and Liabilities

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

| | As of December 31, | | As of September 30, 2024 | As of November 30, 2025 | As of (date) | |---|---|---|---|---|---| | | 2022 | 2023 | | 2025 | | | | (RMB in thousands) | | | | | | **Current Assets** | | | | | | | Inventories | 8,587,981 | 6,316,007 | 5,251,442 | 6,006,079 | 7,262,898 | | Trade and bills receivables | 10,841,095 | 14,195,400 | 16,081,447 | 19,697,933 | 20,926,600 | | Contract assets | 190,560 | 222,323 | 256,056 | 470,294 | 462,092 | | Prepayments, other receivables and other assets | 3,780,831 | 1,425,499 | 1,752,450 | 2,152,134 | 2,777,543 | | Financial assets at FVTOCI | 1,117,567 | 968,383 | 1,050,583 | 2,862,094 | 3,742,726 | | Financial assets at FVTPL | 3,360,354 | 3,152,616 | 4,527,842 | 5,580,000 | 7,295,000 | | Derivative financial instruments | – | – | – | 19,858 | 133,175 | | Bank balances, deposits and cash | 8,978,705 | 10,506,209 | 9,064,859 | 9,444,793 | 8,099,677 | | **Total current assets** | **36,857,093** | **36,786,437** | **37,984,679** | **46,233,185** | **50,699,711** | | | | | | 600,000 | 2,313,584 | | **Current Liabilities** | | | | | | | | 31,994,577 | 35,247,806 | — | — | — | | | 488,237 | 965,549 | — | — | — | | | 6,402,971 | 6,445,746 | — | — | — | | | 5,300,659 | 6,692,940 | — | — | — | | | 49,241 | 41,229 | — | — | — | | | 5,000 | 6,665 | — | — | — | | | 3,050 | 4,754 | — | — | — | | | 266,420 | 304,409 | — | — | — | | **Total current liabilities** | **32,171,272** | **37,834,765** | **39,794,292** | **44,510,155** | **49,709,099** | | **Net current assets/(liabilities)** | **4,685,821** | **(1,048,328)** | **(1,809,613)** | **2,323,030** | **3,304,196** |

Assets held for sales | – | – | –

Current Liabilities Trade and bills payables | 21,561,975 | 23,154,119 | 24,400,250 Contract liabilities | 953,688 | 340,177 | 323,223 Other payables and accruals | 5,542,874 | 9,008,186 | 7,522,919 Interest-bearing bank and other borrowings | 3,959,677 | 5,136,575 | 7,336,199 Lease liabilities | 36,988 | 29,338 | 37,812 Convertible corporate bonds | – | – | – Derivative financial instruments | – | 705 | 31,779 Income tax payable | 116,070 | 165,665 | 142,110

4,685,821 | (1,048,328) | (1,809,613)

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本文件为草稿，尚未完成，可能会作出修改，其所载资料必须与本文件封面的「警告」一节一并阅读。

FINANCIAL INFORMATION

We had net current assets of RMB4,685.8 million as of December 31, 2022 and net current liabilities of RMB1,048.3 million as of December 31, 2023, primarily due to (i) a RMB1,592.1 million increase in our trade and bills payables due to our increased purchases of raw materials and equipment to meet the demands of our expanding business; and (ii) a RMB1,176.9 million increase in our interest-bearing bank and other borrowings as we took out additional loans to fund our expansion of our production facilities.

Our net current liabilities further increased to RMB1,809.6 million as of December 31, 2024, primarily due to a RMB2,199.6 million increase in our interest-bearing bank and other borrowings to fund our operational needs and purchases of non-current assets.

We had net current assets of RMB2,323.0 million as of September 30, 2025, primarily due to (i) an increase in our trade and bills receivables of RMB3,616.5 million as a result of our increased sales and market expansion; (ii) a decrease in interest-bearing bank and other borrowings of RMB2,035.5 million; and (iii) an increase in our Financial assets at FVTOCI of RMB1,811.5 million mainly as a result of an increase in bills receivables measured at FVTOCI along with the increased sales settled by customers using bills. The foregoing was partially offset by an increase in our trade and bills payables of RMB7,594.3 million, as a result of our increased procurement, which was in line with our business expansion during the same period.

Our net current assets further increased to RMB3,304.2 million as of November 30, 2025, primarily due to (i) an increase in assets held for sales of RMB1,713.6 million, in relation to the sales of another associate in November 2025, details of which can be found in "— Assets Held for Sales;" (ii) an increase in financial assets at FVTPL of RMB1,715.0 million due to our increased investment in wealth management products; (iii) an increase in inventories of RMB1,256.8 million; and (iv) an increase in trade and bills receivables of RMB1,228.7 million in line with our increased sales volume. The foregoing was partially offset by an increase in trade and bills payable of RMB3,253.2 million driven by the increase in our procurement which was in line with our business expansion; (ii) a decrease in bank balances, deposits and cash of RMB1,345.1 million due to our purchase of wealth management products; and (iii) an increase in interest-bearing bank and other borrowings of RMB1,318.2 million to fund our operations.

Inventories

Our inventories primarily comprise work in progress, finished goods, and raw materials. The following table sets forth a breakdown of our inventories as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Raw materials | 3,169,430 | 879,909 | 801,065 | 1,289,580 | | Work in progress | 3,469,713 | 3,600,367 | 2,568,862 | 3,104,263 | | Finished goods | 2,005,790 | 2,257,327 | 2,029,679 | 1,859,115 | | Goods in transit | 177,182 | 129,954 | 238,635 | 22,717 | | | 8,822,115 | 6,867,557 | 5,638,241 | 6,275,675 | | Less: provision for inventory | (234,134) | (551,550) | (386,799) | (269,596) | | Total inventories, net | 8,587,981 | 6,316,007 | 5,251,442 | 6,006,079 |

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本文件为草稿，尚未完成，可能会作出修改，其所载资料必须与本文件封面的「警告」一节一并阅读。

FINANCIAL INFORMATION

Our total inventories, net, decreased from RMB8,588.0 million as of December 31, 2022 to RMB6,316.0 million as of December 31, 2023, and further decreased to RMB5,251.4 million as of December 31, 2024 as (i) we improved our inventory management to optimize turnover and (ii) the market prices of certain key raw materials, including cathode materials, anode materials, separators and electrolyte, decreased. The total inventories, net, later increased to RMB6,006.1 million as of September 30, 2025, primarily due to additional stocking to support our continuous business expansion.

The following table sets forth an aging analysis of our inventories as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Within one year | | | | | | Raw materials | 3,147,190 | 833,000 | 757,846 | 1,241,352 | | Work in progress | 3,461,868 | 3,592,527 | 2,546,877 | 3,081,768 | | Finished goods | 2,003,443 | 2,247,482 | 2,024,804 | 1,828,908 | | Goods in transit | 177,182 | 129,955 | 238,635 | 22,717 | | One to two years | 8,789,683 24,148 | 6,802,964 59,186 | 5,568,162 56,084 | 6,174,745 79,840 | | Over two years | 8,284 | 5,407 | 13,995 | 21,090 | | | 8,822,115 | 6,867,557 | 5,638,241 | 6,275,675 | | Less: provisions for inventory | (234,134) | (551,550) | (386,799) | (269,596) | | Total inventories, net | 8,587,981 | 6,316,007 | 5,251,442 | 6,006,079 |

The following table sets forth our average inventory turnover days for the years/period indicated:

| | Year ended December 31, | | Nine months ended September 30, | |---|---|---|---| | | 2022 | 2023 | | | Average inventory turnover days (1) | 75.8 | 70.4 | |

(1)

2024

56.8

2025

43.0

Average inventory turnover days equal the average of the opening and closing inventory balances of the year/period indicated divided by the cost of sales of the same year/period and multiplied by 365 days/273 days.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Our inventory turnover days decreased from 75.8 days in 2022 to 70.4 days in 2023, and further decreased to 56.8 days in 2024, primarily due to faster inventory turnover as we optimized our inventory management. The inventory turnover days further decreased to 43.0 days, primarily due to our continued efforts to optimize our inventory management.

As of November 30, 2025, RMB5,527.9 million, or 88.1%, of our inventories as of September 30, 2025 had been subsequently sold or utilized.

Trade and Bills Receivables

Trade and bills receivables are amounts due for our products sold to customers on credit. The following table sets forth a breakdown of our trade and bills receivables as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Trade receivables | 10,089,973 | 13,176,523 | 14,061,531 | 16,431,763 | | Bills receivables | 1,433,305 | 1,777,866 | 3,041,270 | 4,567,963 | | Less: impairment | (682,183) | (758,989) | (1,021,354) | (1,301,793) | | Total trade and bills receivables, net | 10,841,095 | 14,195,400 | 16,081,447 | 19,697,933 |

Our trade and bills receivables, net, increased from RMB10,841.1 million as of December 31, 2022 to RMB14,195.4 million as of December 31, 2023, primarily due to increases in trade receivables in line with our revenue growth. Our trade and bills receivables, net, further increased to RMB16,081.4 million as of December 31, 2024 and increased to RMB19,697.9 million as of September 30, 2025, primarily due to an increase in sales settled by customers using bills.

The following table sets forth an aging analysis of our trade receivables, net of provisions, as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Within six months | 9,248,059 | 11,935,688 | 12,322,967 | 14,664,895 | | Six months to one year | 118,645 | 428,195 | 389,407 | 153,375 | | One to two years | 17,682 | 61,516 | 366,869 | 235,789 | | Two to three years | 15,555 | 2,135 | 19,330 | 76,429 | | Over three years | 10,865 | – | – | – | | Total | 9,410,806 | 12,427,534 | 13,098,573 | 15,130,488 |

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FINANCIAL INFORMATION

The following table sets forth the turnover days of our trade and bills receivables for the years/period indicated:

| | Year ended December 31, | | | Nine months ended September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | Average trade receivables turnover days (1) | 78.3 | 87.1 | 102.2 | 92.6 | | Average bills receivables turnover days (2) | 10.8 | 12.0 | 18.1 | 23.1 |

(1) Average trade receivables turnover days equal the average of the opening and closing balances of gross carrying amount of trade receivables of the year/period indicated divided by the revenue of the same year/period and multiplied by 365 days/273 days.

(2) Average bills receivables turnover days equal the average of the opening and closing balances of gross carrying amount of bills receivables of the year/period indicated divided by the revenue of the same year/period and multiplied by 365 days/273 days.

Our average trade receivables turnover days increased from 78.3 days in 2022 to 87.1 days in 2023, and further increased to 102.2 days in 2024, primarily due to an increase in the proportion of revenue contributed by customers with longer payment terms, such as ESS battery customers who are typically granted with a credit term from 30 to 90 days. Our average trade receivables turnover days later decreased to 92.6 in the nine months ended September 30, 2025, due to our enhanced management over trade receivables, including granting shorter credit periods to customers.

Our average bills receivables turnover days increased from 10.8 days in 2022 to 12.0 days in 2023, increased to 18.1 days in 2024, and further increased to 23.1 days in the nine months ended September 30, 2025, primarily due to an increase in the proportion of customers that settled by bills and a decrease in the proportion of customers that settled payments via telegraphic transfer.

As of November 30, 2025, RMB8,563.2 million, or 52.1%, of our trade receivables as of September 30, 2025 had been subsequently settled.

Prepayments, Other Receivables and Other Assets, Current

Our current prepayments, other receivables and other assets primarily consist of (i) prepayments, mainly prepayments for raw materials; (ii) other tax receivables; and (iii) loans to an associate, Huafei, for construction purposes to ensure steady supply of raw materials. Huafei is engaged in laterite nickel ore mining in Indonesia.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

The following table sets forth a breakdown of our prepayments, other receivables and other assets as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Certificate of deposits | | | | | | Prepayments | | | | | | Loans to an associate (1) | | | | | | Other tax receivables | | | | | | Deposits | | | | | | Other receivables | | | | | | Prepaid corporate income tax | | | | | | Impairment losses | | | | |

– 2,040,290 796,110 803,656 74,071 69,523

– 233,047 3,950 1,027,620 95,930 46,984

132,858 519,687 215,652 745,454 103,043 40,318

54,323 770,044 355,275 818,127 96,374 64,030

572 (3,391)

23,010 (5,042)

1 (4,563)

1,265 (7,304)

Total ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

3,780,831

1,425,499

1,752,450

2,152,134

Note: (1) Comprises loans to our associate, Huafei.

Our current prepayments, other receivables and other assets decreased from RMB3,780.8 million as of December 31, 2022 to RMB1,425.5 million as of December 31, 2023, primarily due to a decrease in prepayments of RMB1,807.2 million, mainly because we strategically procured more raw materials through prepayments in 2022 to ensure stable supply and exercise cost control in anticipation of continued increase in raw material prices. Our current prepayments, other receivables and other assets increased to RMB1,752.5 million as of December 31, 2024, primarily due to (i) an increase in our prepayments for inventory of RMB286.6 million to secure pricing; (ii) certificate of deposits of RMB132.8 million we made; and (iii) an increase in the current portion of our loans to an associate of RMB211.7 million as portions of the long-term loans were reclassified as current assets as they approach their maturity date. Our current prepayments, other receivables and other assets increased to RMB2,152.1 million as of September 30, 2025, primarily due to (i) an increase in prepayments of RMB250.4 million in relation to our business expansion and (ii) an increase in loans to an associate of RMB139.6 million in relation to recategorization of certain loans to an associate from non-current portion to current portion.

As of November 30, 2025, RMB237.3 million, or 11.0%, of our prepayments, other receivables and other assets as of September 30, 2025 had been subsequently settled.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Financial Assets at FVTOCI, Current

Our current financial assets at FVTOCI consist of bills receivables measured at FVTOCI. Our current financial assets at FVTOCI amounted to RMB1,117.6 million, RMB968.4 million, RMB1,050.6 million and RMB2,862.1 million as of December 31, 2022, 2023 and 2024 and September 30, 2025, respectively.

Our assets subject to Level 2 fair value measurement mainly included financial assets at FVTPL and bills receivables measured at FVTOCI, which are evaluated using the annual interest rate. For details, see Note 45 to the Accountants' Report in Appendix I to this document.

Financial Assets at FVTPL, Current

Our current financial assets at FVTPL consist of wealth management products and structured deposits subject to Level 1 and 2 fair value measurement. For details, see Note 44 to the Accountants' Report in Appendix I to this document. Our financial assets at FVTPL remained relatively stable at RMB3,360.4 million and RMB3,152.6 million as of December 31, 2022 and 2023, respectively. Our financial assets at FVTPL increased to RMB4,527.8 million as of December 31, 2024, primarily due to our increased cash investments. Our financial assets at FVTPL increased to RMB5,580.0 million as of September 30, 2025, primarily due to our increased investment in wealth management products.

We have implemented an internal fund management policy to regulate our investments in financial products. Our investment activities aim to enhance capital utilization efficiency and investment returns on our cash assets. We exclusively select principal-protected deposit products and low-risk financial products with high security and strong liquidity, typically with a maturity term of 12 months or less, and such products must not be pledged. All investments in financial products require the approval of our Chairman. The Board oversees our selection of qualified issuers, determination of investment amounts, and choice of financial products. Our finance department is responsible for executing these investments. Following the completion of the [REDACTED], our investments in financial products will be conducted in accordance with the provisions of Chapter 14 of the Listing Rules.

Assets Held for Sales

On August 22, 2025, we entered into a sale and purchase agreement to dispose of our interest in an associate of our Group to one of the existing shareholders of such associate for a total consideration of RMB600 million. The completion date will be the date on which the equity transfer is effected and registered with competent PRC government authorities, which is expected to be completed within six months after the signing date of this sale and purchase agreement. As of the Latest Practicable Date, the transaction had not yet been completed.

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FINANCIAL INFORMATION

On November 20, 2025, our Board resolved to acquire additional 49% equity stake in Huizhou EVE United Energy Co., Ltd. The consideration comprises the transfer of 30% equity stake in SK On Jiangsu Co., Ltd., another associate of our Group, and a cash payment of RMB200 million. Upon completion of the transaction, Huizhou EVE United Energy Co., Ltd. will become a wholly owned subsidiary of our Company and SK On Jiangsu Co., Ltd will cease to be an associate of our Group. It is expected that the filing formalities of the aforementioned transactions would be completed in March 2026.

Trade and Bills Payables

Our trade and bills payables primarily consist of amounts owed to suppliers and other third parties for purchases of raw materials and others. Our trade and bills payables increased from RMB21,562.0 million as of December 31, 2022 to RMB23,154.1 million as of December 31, 2023, primarily due to higher shipments of power batteries and ESS batteries during the year, which led to a corresponding increase in raw material procurement. Our trade and bills payables remained relatively stable at RMB24,400.3 million as of December 31, 2024. Our trade and bills payables increased to RMB31,994.6 million as of September 30, 2025, primarily due to the increase in our procurement in line with our business expansion.

The following table sets forth an aging analysis of our trade payables as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Within one year | 9,770,273 | 15,636,441 | 18,756,825 | 24,024,927 | | One to two years | 18,507 | 94,119 | 33,148 | 160,620 | | Two to three years | 1,196 | 17,620 | 22,868 | 24,885 | | Over three years | 4,410 | 3,162 | 1,085 | 3,885 | | Total | 9,794,386 | 15,751,342 | 18,813,926 | 24,214,317 |

The following table sets forth the average turnover days of our trade and bills payables for the years/period indicated:

| | Year ended December 31, | | | Nine months ended September 30, 2025 | |---|---|---|---|---| | | 2022 | 2023 | 2024 | | | Average trade and bills payables turnover days(1) | 189.6 | 200.7 | 216.2 | 203.5 |

(1) Average trade and bills payables turnover days equal the average of the opening and closing balances of gross carrying amount of trade and bills payables balances of the year indicated divided by the cost of sales of the same year and multiplied by 365 days/273 days.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Our average trade and bills payables turnover days increased from 189.6 days in 2022 to 200.7 days in 2023, and further increased to 216.2 days in 2024, primarily due to an increase in trade payables, mainly attributable to our increased settlement by suppliers through our supply chain financing platform. Such increase was mainly because (i) based on our negotiation with certain suppliers, our settlement method with them changed from bills to through a third-party supply chain platform, while the credit terms granted to us remained the same ranging from 30 to 90 days upon invoice; and (ii) some other suppliers that previously settled via bank transfer have shifted to settlement through the third-party supply chain platform, under which the financing certificates are generally payable within 12 months after issuance. Our average trade and bills payables turnover days later decreased to 203.5 days in the nine months ended September 30, 2025, primarily because along with our increased procurement, the portion of settlement with suppliers through our supply chain financing platform or bills decreased during such period.

As of November 30, 2025, RMB13,924.3 million, or 57.5%, of our trade and bills payables as of September 30, 2025 had been subsequently settled.

Non-Current Assets and Liabilities

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

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | **Non-Current Assets** | | | | | | Property, plant and equipment | 24,154,464 | 35,800,984 | 39,625,755 | 44,679,704 | | Right-of-use assets | 1,197,385 | 1,687,878 | 1,753,186 | 1,767,550 | | Intangible assets | 291,903 | 403,786 | 484,705 | 664,320 | | Goodwill | 65,799 | 65,799 | 65,799 | 65,799 | | Investment in a joint venture | 79,862 | 107,400 | 157,842 | 182,486 | | Investment in associates | 11,424,649 | 14,303,252 | 14,708,820 | 13,967,037 | | Prepayments, other receivables and other assets | 8,279,028 | 3,689,078 | 4,347,784 | 6,166,582 | | Financial assets at FVTOCI | 347,816 | 342,445 | 344,702 | 472,000 | | Deferred tax assets | 939,813 | 1,168,280 | 1,417,353 | 1,571,650 | | Total non-current assets | 46,780,719 | 57,568,902 | 62,905,946 | 69,537,128 |

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FINANCIAL INFORMATION

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | **Non-Current Liabilities** | | | | | | Other payables and accruals | 739,011 | 983,593 | 1,023,385 | 1,249,967 | | Contract liabilities | 13,283 | 57,219 | 43,908 | 35,229 | | Interest-bearing bank and other borrowings | 17,049,673 | 16,799,788 | 18,113,504 | 22,532,907 | | Convertible corporate bonds | – | – | – | 4,668,283 | | Lease liabilities | 38,232 | 67,524 | 66,058 | 65,771 | | Deferred tax liabilities | 466,162 | 607,182 | 850,291 | 792,865 | | Total non-current liabilities | 18,306,361 | 18,515,306 | 20,097,146 | 29,345,022 |

FINANCIAL INFORMATION

Property, Plant and Equipment

Our property, plant and equipment primarily consist of (i) machinery, (ii) construction in progress, and (iii) buildings. The following table sets forth a breakdown of our property, plant and equipment as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Freehold land | – | 79,416 | 411,995 | 425,598 | | Buildings | 3,551,835 | 6,979,703 | 8,959,527 | 10,073,829 | | Machinery | 6,718,942 | 13,676,653 | 19,862,099 | 19,768,676 | | Electronic equipment | 361,377 | 571,965 | 563,163 | 589,009 | | Furniture and office equipment | 147,440 | 180,687 | 194,965 | 204,265 | | Transportation equipment | 77,241 | 259,482 | 326,222 | 332,848 | | Construction in progress | 13,297,629 | 14,053,078 | 9,307,784 | 13,285,479 | | **Total** | **24,154,464** | **35,800,984** | **39,625,755** | **44,679,704** |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Our property, plant and equipment increased from RMB24,154.5 million as of December 31, 2022 to RMB35,801.0 million as of December 31, 2023, and further increased to RMB39,625.8 million as of December 31, 2024, primarily due to our purchase of additional machinery as we continued expanding our manufacturing facilities. Our property, plant and equipment increased to RMB44,679.7 million as of September 30, 2025, primarily due to an increase in construction in progress in relation to the construction of our manufacturing facilities overseas.

Investment in Associates

Our investment in associates primarily comprises investment in enterprises operating in upstream and downstream markets to enhance supply chain stability and expand our downstream coverage. Our investment in associates increased from RMB11,424.6 million as of December 31, 2022 to RMB14,303.3 million as of December 31, 2023, and further increased to RMB14,708.8 million as of December 31, 2024, primarily due to our additional investments in upstream and downstream associates to ensure the stability of our raw material supply and expand downstream sales. Our investment in associates remained relatively stable at RMB13,967.0 million as of September 30, 2025.

Goodwill

Our goodwill represents the goodwill from our acquisition of Wuhan Fanso Technology Co., Ltd. As of December 31, 2022, 2023 and 2024 and September 30, 2025, the carrying amount of our goodwill balance remained stable at RMB65.8 million.

Impairment testing of goodwill

Goodwill acquired through business combinations is allocated to the following cash-generating units as below for impairment testing:

• Wuhan Fanso Technology Co., Ltd. (武漢孚安特科技有限公司) cash-generating unit ("Wuhan Fanso CGU")

The recoverable amounts as of December 31, 2022, 2023 and 2024 were assessed using value-in-use calculations, derived from cash flow projections based on five-year financial budgets approved by our management. The revenue growth rate used to extrapolate the cash flows beyond the five-year period is 0%. The last annual impairment testing was performed as of December 31, 2024. No events or changes in circumstances occurred during the nine months ended September 30, 2025 that would indicate the need for interim impairment testing.

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FINANCIAL INFORMATION

Key assumptions

Assumptions were used in the value-in-use calculation of the cash-generating unit for December 31, 2022, 2023 and 2024. The following describes each key assumption on which our management has based its cash flow projections to undertake impairment testing of goodwill:

• Compounded annual growth rate of revenue. The compounded annual growth rate of revenue is for the five-year periods and is estimated based on the historical sales data and market outlook perceived by our management. The compounded annual growth rates were 8.41%, 4.35% and 4.39% for the years ended December 31, 2022, 2023 and 2024, respectively.

• Budgeted gross margins. The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year, increased for expected efficiency improvements, and expected market development. The average budgeted gross margins for the five-year forecast period were 23.34%, 20.80% and 21.20% for the cash flow projections prepared for the years ended December 31, 2022, 2023 and 2024, respectively.

• Discount rates. The discount rates used are before tax and reflect specific risks relating to the relevant units. The discount rates applied were 14.64%, 14.12% and 13.13% for the years ended December 31, 2022, 2023 and 2024, respectively.

Sensitivity to changes in assumptions

The following unfavorable change in key assumptions (individually and while holding others unchanged) would remove the headroom such that the carrying amount of Wuhan Fanso CGU would exceed the recoverable amounts:

| Changes in key assumptions | 2022 | 2023 | 2024 | |---|---|---|---| | Compounded revenue growth rate | Decrease of 0.55% | Decrease of 0.30% | Decrease of 0.74% | | Budgeted gross margins | Decrease of 2.50% | Decrease of 1.45% | Decrease of 3.50% | | Discount rates | Increase of 3.37% | Increase of 2.12% | Increase of 5.91% |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

For the assessment of the value-in-use of the cash-generating unit, our management believes that no reasonably possible change in any of the above key assumptions would cause the carrying amount of the cash-generating unit to materially exceed the recoverable amount. The headroom, expressed as a percentage of the Wuhan Fanso CGU's recoverable amount, is approximately 36%, 23% and 44% as of December 31, 2022, 2023 and 2024, respectively.

**Intangible Assets**

Our intangible assets primarily consist of (i) software, (ii) deferred development costs and (iii) patent rights and non-patented technologies. The following table sets forth a breakdown of our intangible assets as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Software | 38,492 | 68,364 | 105,590 | 95,637 | | Deferred development costs | 105,468 | 101,028 | 117,573 | 130,603 | | Patent rights and non-patented technologies | 147,943 | 234,394 | 261,542 | 438,080 | | **Total** | **291,903** | **403,786** | **484,705** | **664,320** |

Our intangible assets increased from RMB291.9 million as of December 31, 2022 to RMB403.8 million as of December 31, 2023, and further increased to RMB484.7 million as of December 31, 2024, primarily due to increases in our patent rights and non-patented technologies as a result of our increased investment in R&D. Our intangible assets increased to RMB664.3 million as of September 30, 2025, primarily due to an increase in patent rights and non-patented technologies as a result of our continued investment in research and development.

**Impairment Testing of the Capitalized Deferred Development Costs Not Yet Available for Use**

Our deferred development costs and patent rights and technologies were allocated for impairment testing purpose to the relevant cash-generating unit. The recoverable amounts as of December 31, 2022, 2023 and 2024 were assessed using value-in-use calculations, derived from cash flow projections based on five-year financial budgets approved by our management. The revenue growth rate used to extrapolate the cash flows beyond the five-year period is 0.0%. The last annual impairment testing was performed as of December 31, 2024. No events or changes in circumstances occurred during the nine months ended September 30, 2025 that would indicate the need for interim impairment testing.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

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FINANCIAL INFORMATION

**Key Assumptions**

Assumptions were used in the value-in-use calculation of the cash-generating unit as of December 31, 2022, 2023 and 2024. The following describes each key assumption on which our management has based our cash flow projections to undertake impairment testing of the aforementioned cash-generating unit:

- **Compounded annual growth rate of revenue.** The compounded annual growth rate of revenue is for the five-year periods and is estimated based on the historical sales data and market outlook perceived by our management. The compounded annual growth rates were 21.36%, 14.40% and 14.48% in 2022, 2023 and 2024, respectively.

- **Budgeted gross margins.** The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year, increased for expected efficiency improvements, and expected market development. The average budgeted gross margins for the five-year forecast period were 17.10%, 17.36% and 17.48% for the cash flow projections prepared in 2022, 2023 and 2024, respectively.

- **Discount rates.** The discount rates used are before tax and reflect specific risks relating to the relevant units. The discount rates applied were 14.34%, 13.00% and 11.52% in 2022, 2023 and 2024, respectively.

**Sensitivity to Changes in Assumptions**

The following unfavorable changes in key assumptions (individually and while holding others unchanged) would remove the headroom such that the carrying amount of the cash-generating unit would exceed the recoverable amounts:

| Changes in key assumptions | 2022 | 2023 | 2024 | |---|---|---|---| | Compounded revenue growth rate | Decrease of 1.05% | Decrease of 0.96% | Decrease of 1.04% | | Budgeted gross margins | Decrease of 4.22% | Decrease of 4.09% | Decrease of 4.43% | | Discount rates | Increase of 9.34% | Increase of 8.11% | Increase of 8.86% |

For the assessment of the value-in-use of the cash-generating unit, our management believes that no reasonably possible change in any of the above key assumptions would cause the carrying amount of the cash-generating unit to materially exceed the recoverable amount. The headroom, expressed as a percentage of the cash-generating unit's recoverable amount, is approximately 49%, 46% and 49% as of December 31, 2022, 2023 and 2024, respectively.

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FINANCIAL INFORMATION

**Prepayments, Other Receivables and Other Assets, Non-Current**

Our non-current prepayments, other receivables and other assets primarily consist of (i) prepayments for property, plant and equipment, mainly in relation to our expansion of our manufacturing facilities; and (ii) long-term loans to our upstream associate Huafei. The following table sets forth a breakdown of our prepayments, other receivables and other assets as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Certificate of deposits | – | – | 466,554 | 916,584 | | Prepayments for property, plant and equipment | 6,491,653 | 1,995,529 | | | | Loans to an associate (1) | 1,585,403 | 1,689,306 | | | | Prepaid investment cost | 200,000 | 3,000 | | | | Others | 1,972 | 1,243 | | |

FINANCIAL INFORMATION

2,376,058 | 1,505,172 | – | –

4,063,281 | 1,186,717 | – | –

Total ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

8,279,028 | 3,689,078 | 4,347,784 | 6,166,582

Note: (1) Comprises loans to our associate, Huafei.

Our non-current prepayments, other receivables and other assets decreased from RMB8,279.0 million as of December 31, 2022 to RMB3,689.1 million as of December 31, 2023, primarily due to a RMB4,496.1 million decrease in prepayments for property, plant and equipment as the equipment we made prepayments for in 2022 were delivered. Our non-current prepayments, other receivables and other assets increased to RMB4,347.8 million as of December 31, 2024, primarily because (i) we made a RMB466.6 million certificate of deposits; and (ii) we made RMB380.5 million additional prepayments for property, plant and equipment as we made additional machinery purchases. Our non-current prepayments, other receivables and other assets increased to RMB6,166.6 million as of September 30, 2025, primarily due to an increase in prepayments for property, plant and equipment of RMB1,687.2 million as we made purchases of equipment along with construction of manufacturing facilities both domestically and overseas.

– 375 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Other Payables and Accruals, Non-Current

Our non-current other payables and accruals primarily consist of government grants we received.

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | Government grants ў ў ў ў ў ў ў | 645,997 | 908,264 | 996,868 | 1,233,396 | | Others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 93,014 | 75,329 | 26,517 | 16,571 | | Total ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 739,011 | 983,593 | 1,023,385 | 1,249,967 |

Our non-current other payables and accruals increased from RMB739.0 million as of December 31, 2022 to RMB983.6 million as of December 31, 2023, increased to RMB1,023.4 million as of December 31, 2024 and further increased to RMB1,250.0 million as of September 30, 2025, primarily due to increases in government grants we received for construction of certain equipment. See Note 32 to the Accountants' Report set out in Appendix I to this document.

LIQUIDITY AND CAPITAL RESOURCES

Overview

During the Track Record Period and up to the Latest Practicable Date, we have funded our cash requirements mainly from cash generated from our operations and bank and other borrowings. We had bank balances, deposits and cash of RMB8,978.7 million, RMB10,506.2 million, RMB9,064.9 million and RMB9,444.8 million as of December 31, 2022, 2023, 2024 and September 30, 2025, respectively.

Going forward, we believe that our liquidity requirements will be satisfied by using a combination of cash generated from operating activities, bank and other borrowings and other funds raised from the capital markets from time to time and the net [REDACTED] received from the [REDACTED]. We do not anticipate any changes to the availability of financing to fund our operations in the future.

– 376 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

Cash Flows

The following table sets forth selected cash flow statement information for the years/periods indicated:

| | Year ended December 31, | | | Nine months ended September 30, | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 (unaudited) | 2025 | | | (RMB in thousands) | | Net cash from operating activities ў ў ў ў ў ў ў ў ў ў ў ў ў | 2,860,219 | 8,676,260 | 4,433,733 | 2,116,324 | 4,903,825 | | Net cash used in investing activities ў ў ў ў ў ў ў ў ў ў ў ў ў | (19,917,245) | (5,921,074) | (7,310,332) | (6,171,719) | (7,963,347) | | Net cash from financing activities ў ў ў ў ў ў ў ў ў ў ў ў ў | 18,121,190 | 31,038 | 1,400,161 | 3,053,056 | 3,312,066 | | Net increase in cash and cash equivalents ў ў ў ў ў ў ў | 1,064,164 | 2,786,224 | (1,476,438) | (1,002,339) | 252,544 | | Cash and cash equivalents at beginning of the year/period ў ў ў ў ў ў ў ў ў ў ў | 6,102,238 | 7,208,889 | 9,903,081 | 9,903,081 | 8,511,579 | | Effect of foreign exchange rate changes ў ў ў ў ў ў ў ў ў ў | 42,487 | (92,032) | 84,936 | 36,044 | 82,335 | | Cash and cash equivalents at end of the year/period ў ў ў ў ў ў ў ў ў ў | 7,208,889 | 9,903,081 | 8,511,579 | 8,936,786 | 8,846,458 |

Net Cash Flow from Operating Activities

In the nine months ended September 30, 2025, we had net cash generated from operating activities of RMB4,903.8 million. This amount was primarily attributable to: (i) proceeds from sales of goods of RMB34,004.4 million; (ii) proceeds from other income of RMB711.1 million; and (iii) proceeds from refund of other tax and surcharges of RMB679.5 million. The foregoing was partially offset by: (i) cash paid for materials and services of RMB24,687.6 million; (ii) cash paid for salaries of RMB4,136.3 million; (iii) cash paid related to other operating activities of RMB962.4 million; and (iv) income tax and other taxes paid of RMB892.1 million.

In 2024, we had net cash generated from operating activities of RMB4,433.7 million. This amount was primarily attributable to: (i) proceeds from sales of goods of RMB35,484.1 million; (ii) proceeds from other income of RMB1,163.4 million; and (iii) proceeds from refund of other tax and surcharges of RMB1,119.0 million. The foregoing was partially offset by: (i) cash paid for materials and services of RMB26,212.9 million; (ii) cash paid for salaries of RMB4,708.4 million; and (iii) income tax and other taxes paid of RMB1,267.6 million.

– 377 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

2023年，我们经营活动产生的现金净额为人民币86.763亿元。该金额主要来源于：（i）销售商品收到的现金人民币337.974亿元；（ii）收到的其他收入人民币18.101亿元；及（iii）收到的其他税款及附加退款人民币15.980亿元。上述收入部分被以下项目抵销：（i）支付材料及服务的现金人民币226.487亿元；（ii）支付薪酬的现金人民币41.841亿元；及（iii）支付所得税及其他税款人民币7.698亿元。

2022年，我们经营活动产生的现金净额为人民币28.602亿元。该金额主要来源于：（i）销售商品收到的现金人民币266.403亿元；（ii）收到的其他税款及附加退款人民币19.959亿元；及（iii）收到的其他收入人民币11.233亿元。上述收入部分被以下项目抵销：（i）支付材料及服务的现金人民币221.071亿元；（ii）支付薪酬的现金人民币29.421亿元；及（iii）支付所得税及其他税款人民币5.770亿元。

投资活动所用现金净流量

截至2025年9月30日止九个月，我们投资活动所用现金净额为人民币79.633亿元。该金额主要来源于：（i）购买物业、厂房及设备及无形资产人民币74.581亿元；（ii）其他投资活动的支付人民币16.650亿元；及（iii）对联营公司、合营企业及按公允价值计量的金融资产的投资人民币3.642亿元。上述支出部分被以下项目抵销：（i）收到的投资收益人民币7.618亿元；及（ii）出售联营公司、合营企业及按公允价值计量的金融资产所得款项人民币5.252亿元。

2024年，我们投资活动所用现金净额为人民币73.103亿元。该金额主要来源于：（i）购买物业、厂房及设备及无形资产人民币55.453亿元；（ii）其他投资活动的支付人民币17.269亿元；及（iii）收购附属公司的现金流出人民币1.748亿元。上述支出部分被以下项目抵销：（i）收到的投资收益人民币3.158亿元；及（ii）出售联营公司、合营企业及按公允价值计量的金融资产所得款项人民币0.350亿元。

2023年，我们投资活动所用现金净额为人民币59.211亿元。该金额主要来源于：（i）购买物业、厂房及设备及无形资产人民币50.035亿元；及（ii）对联营公司、合营企业及按公允价值计量的金融资产的投资人民币25.031亿元。上述支出部分被以下项目抵销：（i）其他投资活动收到的款项人民币12.102亿元；及（ii）收到的投资收益人民币3.380亿元。

2022年，我们投资活动所用现金净额为人民币199.172亿元。该金额主要来源于：（i）购买物业、厂房及设备及无形资产人民币138.352亿元；（ii）其他投资活动的支付人民币40.658亿元；及（iii）对联营公司、合营企业及按公允价值计量的金融资产的投资人民币27.454亿元。上述支出部分被以下项目抵销：（i）按公允价值收到的投资收益人民币4.595亿元；及（ii）出售联营公司、合营企业及按公允价值计量的金融资产所得款项人民币2.671亿元。

－378－

本文件为草稿形式，内容不完整且可能作出更改，本文件所载资料须与本文件封面的"警告"一节一并阅读。

FINANCIAL INFORMATION

融资活动现金净流量

截至2025年9月30日止九个月，我们融资活动产生的现金净额为人民币33.121亿元，主要来源于：（i）借款所得款项人民币83.021亿元；及（ii）发行可转换公司债券所得款项人民币49.716亿元，部分被以下项目抵销：（i）偿还借款人民币64.514亿元；（ii）向本公司股东派付股息人民币15.189亿元；及（iii）向非控制性权益派付股息人民币7.457亿元。

2024年，我们融资活动产生的现金净额为人民币14.002亿元，主要来源于借款所得款项人民币122.647亿元，部分被以下项目抵销：（i）偿还借款人民币90.316亿元；（ii）向本公司股东派付股息人民币10.204亿元；及（iii）支付利息人民币7.321亿元。

2023年，我们融资活动产生的现金净额为人民币0.310亿元，主要来源于：（i）借款所得款项人民币71.389亿元，部分被以下项目抵销：（i）偿还借款人民币61.735亿元；（ii）向本公司股东派付股息人民币3.268亿元；及（iii）支付利息人民币7.469亿元。

2022年，我们融资活动产生的现金净额为人民币181.212亿元，主要来源于：（i）借款所得款项人民币137.822亿元；（ii）定向增发及限制性股票计划所得款项人民币89.771亿元；及（iii）其他融资活动所得款项人民币26.400亿元，部分被以下项目抵销：（i）偿还借款人民币32.943亿元；（ii）其他融资活动的支付人民币33.580亿元；及（iii）支付利息人民币4.545亿元。

营运资金充足性

本公司董事认为，考虑到以下所述我们可动用的财务资源，我们现时的营运资金需求及自本文件日期起未来至少12个月内均具备充足的营运资金：

•　现金及现金等价物；

•　可动用的股权融资及银行授信额度；及

•　[已删除]所得[已删除]款项净额（估计）。

INDEBTEDNESS Our indebtedness primarily comprised (i) interest-bearing bank and other borrowings; (ii) lease liabilities; and (iii) convertible corporate bonds. As of November 30, 2025, being the indebtedness date for the purpose of the indebtedness statement, we had a total indebtedness of RMB33,637.2 million. As of the same date, we had RMB68,273.0 million of unutilized banking facilities available for drawdown. – 379 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION The following table sets forth the balance and breakdown of our indebtedness as of the dates indicated:

| | As of December 31, | | | As of September 30, | As of November 30, | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | 2025 | | | (RMB in thousands) | | | | | | Interest-bearing bank and other borrowings, current | 3,959,677 | 5,136,575 | 7,336,199 | 5,300,659 | 6,692,940 | | Lease liabilities, current | 36,988 | 29,338 | 37,812 | 49,241 | 41,229 | | Convertible corporate bonds, current | – | – | – | 5,000 | 6,665 | | Derivative financial instruments | – | 705 | 31,779 | 3,050 | 4,754 | | Interest-bearing bank and other borrowings, non-current | 17,049,673 | 16,799,788 | 18,113,504 | 22,532,907 | 21,852,313 | | Lease liabilities, non-current | 38,232 | 67,524 | 66,058 | 65,771 | 49,396 | | Convertible corporate bonds, non-current | – | – | – | 4,668,283 | 4,684,813 | | Total | 21,084,570 | 22,033,930 | 25,585,352 | 32,624,911 | 33,637,173 |

Interest-bearing Bank and Other Borrowings As of December 31, 2022, 2023, 2024 and September 30, 2025 and November 30, 2025, we had interest-bearing bank and other borrowings of RMB21,009.4 million, RMB21,936.4 million, RMB25,449.7 million, RMB27,833.6 million and RMB28,545.3 million, respectively. Our interest-bearing bank and other borrowings were primarily to fund cash needs arising from our operations and purchases of non-current assets. Our borrowings bear effective interest rates from 0.75% to 6% per annum. For details, see Note 33 of the Accountants' Report in Appendix I to this document.

Lease Liabilities During the Track Record Period, our lease liabilities were primarily related to the lease of buildings and machinery used in our operations. We recorded total lease liabilities of RMB75.2 million, RMB96.9 million, RMB103.9 million, RMB115.0 million and RMB90.6 million as of December 31, 2022, 2023, 2024 and September 30, 2025 and November 30, 2025, respectively.

Convertible Corporate Bonds In March 2025, we issued convertible corporate bonds with an aggregate principal amount of RMB5 billion (the "EVE Convertible Bonds"), comprising 50 million units with a par value of RMB100 each, which are listed on the ChiNext Market of the Shenzhen Stock Exchange. As of September 30, 2025 and November 30, 2025, the total amount of liability component of convertible corporate bonds were RMB4,673.3 million and RMB4,691.5 million, respectively. For details, see Note 34 of the Accountants' Report in Appendix I to this document.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION Financial Guarantees We have executed guarantees with respect to certain bank loans of our associate, PT. Huafei Nickel Cobalt ("Huafei"), an associate engaged in laterite nickel and cobalt ore mining in Indonesia. Nickel and cobalt are major raw materials used in our battery production. We provided the guarantees to facilitate Huafei's loans for its construction of additional production facilities, with the consideration that the expansion of Huafei's production capacity will improve the stability of our upstream supply chain. Under these guarantees, we would be liable to pay the lender if the lender is unable to recover the loans. We have also provided our equity interest in the associate as security for the associate's bank loans. At end of each reporting periods, the guaranteed amount executed in respect of the loans of the associate represents our maximum exposure under the financial guarantee contracts.

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | | | | Guarantee to an associate | | | | | | Guarantee amount executed by the Group | – | 1,428,000 | 1,428,000 | 1,428,000 |

Our guarantees to Huafei will not be released before the [REDACTED], as the guaranteed loans will not have reached maturity or been settled pursuant to the terms of the relevant loan agreement, and maintenance of such guarantees help improve the stability of the supply of our raw materials.

The guarantee is not subject to connected transaction requirements under Chapter 14A of the Listing Rules as PT. Huafei Nickel Cobalt is not a connected person of the Group under the Listing Rules as it is only held as to 17% by EVE Asia Co., Ltd., our wholly-owned subsidiary. There is no other relationship between our Group or our connected persons with PT. Huafei Nickel Cobalt.

Our Directors confirm that as of the Latest Practicable Date, the agreements under our bank borrowings did not contain any covenant that would have a material adverse effect on our ability to make additional borrowings or issue debt or equity securities in the future. Our Directors further confirm that we had no defaults in our bank borrowings or payables, nor did we breach any covenants (that were not waived) during the Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that during the Track Record Period and up to the Latest Practicable Date, we did not experience any material difficulties in obtaining credit facilities, or withdrawal of facilities or requests for early repayment. Our Directors confirm that there has not been any material change in our indebtedness since the Latest Practicable Date and as of the date of this document.

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.

– 381 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

CONTINGENT LIABILITIES

As of December 31, 2022, 2023 and 2024 and September 30, 2025, we did not have any material contingent liabilities.

CAPITAL EXPENDITURES

Our capital expenditures during the Track Record Period comprise expenditures for the purchase of property, plant and equipment and intangible assets. Our capital expenditures amounted to RMB13,835.2 million, RMB5,003.5 million, RMB5,545.3 million and RMB7,458.0 million in 2022, 2023 and 2024 and the nine months ended September 30, 2025, respectively. We funded our capital expenditure requirements primarily from a combination of cash generated from our operating activities, bank and other borrowings, and equity financing.

Our planned capital expenditures will be used primarily for the expansion of our manufacturing facilities domestically and overseas, such as in Hungary. We expect to fund these planned capital expenditures with a combination of cash generated from our operating activities, bank borrowings and the net [REDACTED] received from the [REDACTED].

COMMITMENTS

The following table sets forth our capital commitments as of the dates indicated:

| | As of December 31, | | | As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | (RMB in thousands) | | | | | Contracted, but not provided for, net of deposits/investments paid | | | | | | Property, plant and equipment | 12,131,436 | 11,435,721 | 13,316,165 | 14,691,401 | | Capital contribution of associated companies | 3,511,450 | 5,339,981 | – | – | | Total | 15,642,886 | 16,775,702 | 13,316,165 | 14,691,401 |

We have funded and expect to continue funding our capital commitments by cash generated from our operations, bank and other borrowings, and net [REDACTED] from our [REDACTED]. In 2022, 2023 and 2024 and the nine months ended September 30, 2025, our capital commitments were primarily attributable to our payables for property, plant and equipment for the expansion of our manufacturing facilities.

– 382 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

KEY FINANCIAL RATIOS

The following table sets forth our selected key financial ratios as of the dates/for the years/period indicated:

| | Year ended/As of December 31, | | | Nine months ended September 30/ As of September 30, | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | Gross profit margin | 15.9% | 16.6% | 17.4% | 16.0% | | Gearing ratio (1) | 63.6% | 58.0% | 62.3% | 65.7% | | Debt ratio (2) | 60.4% | 59.7% | 59.4% | 63.5% |

(1) Gearing ratio is calculated based on total debt, including total lease liabilities and interest-bearing bank and other borrowings, divided by total equity as of the date indicated and multiplied by 100%.

(2) Debt ratio is calculated based on total liabilities divided by total assets as of the date indicated and multiplied by 100%.

毛利率

有关我们毛利率的详细分析，请参阅"——经营业绩的期间比较"。

资产负债率

我们的资产负债率由2022年12月31日的63.6%下降至2023年12月31日的58.0%，主要由于我们的权益总额增加，主要归因于：(i) 随着我们扩大生产设施，我们的物业、厂房及设备有所增加；以及(ii) 随着我们向上游联营公司追加投资以确保原材料供应稳定，我们对联营公司的投资有所增加。我们的资产负债率于2024年12月31日上升至62.3%，主要由于我们借入额外贷款以满足投资需求及经营活动，导致我们的有息银行及其他借款总额有所增加，且该增幅超过我们资产总额的增幅。我们的资产负债率于2025年9月30日进一步上升至65.7%，主要由于我们的有息银行及其他借款总额增加，其增幅超过我们权益总额的增幅。

债务比率

我们的债务比率由2022年12月31日的60.4%下降至2023年12月31日的59.7%，并进一步下降至2024年12月31日的59.4%，主要由于我们资产总额的增幅超过负债总额的增幅，主要受以下因素驱动：(i) 随着我们持续扩大生产设施，物业、厂房及设备有所增加；以及(ii) 随着销售额增加，我们的贸易及票据应收款有所增加。我们的债务比率于2025年9月30日上升至63.5%，主要由于我们负债总额的增幅超过资产总额的增幅，主要原因为我们的贸易及票据应付款增加，以及2025年3月发行可转换公司债券。

– 383 –

本文件为草拟本，内容尚未完整，可能作出更改，有关资料必须与本文件封面所载"警告"一节一并阅读。

财务资料

关联方交易

我们不时与关联方进行交易。有关我们关联方交易的详情及应收及应付关联方贸易及非贸易相关款项的细目，请参阅本文件附录一会计师报告附注40。我们的董事认为，本文件附录一会计师报告附注40所载列的各项关联方交易：(i) 均以公平交易原则及正常商业条款进行，并属公平合理且符合全体股东的利益；以及(ii) 不会扭曲我们在业绩记录期间的财务业绩，亦不会导致我们的历史业绩无法反映我们的未来表现。

我们应收关联方的非贸易相关款项主要包括我们向一家联营公司提供的贷款。我们应收关联方的非贸易相关款项包括我们向联营公司PT. Huafei Nickel Cobalt（"华飞"）提供的贷款。2021年，我们向华飞提供了本金总额为2.142亿美元、期限为七年、年利率为5%的贷款。2022年，我们进一步向华飞提供了短期贷款，该等贷款已于2023年全额偿还。详情请参阅本文件附录一会计师报告附注22及附注40。

我们向华飞提供贷款，是基于华飞作为我们的联营公司之一及镍钴供应商，将利用该等贷款扩大业务及满足经营资金需求的考量。加强与上游供应商的合作关系有助于我们确保镍钴供应稳定、扩大上游供应链，并减轻原材料价格波动对我们经营的不利影响。截至2022年12月31日、2023年12月31日、2024年12月31日及2025年9月30日，我们应收关联方的非贸易相关款项分别为人民币2,381.5百万元、人民币1,693.3百万元、人民币1,720.8百万元及人民币1,542.0百万元。由于贷款尚未根据我们与华飞所订立的贷款协议条款到期，我们应收华飞的贷款将不会在【已编辑】之前全额结清。【已编辑】后的任何关联方交易将遵照适用的《上市规则》进行。

表外安排

除以下"——财务担保"一节所披露的内容外，截至最后实际可行日期，我们并未订立任何表外安排。

财务风险披露

我们的业务活动使我们面临多种财务风险，包括外汇风险、利率风险、信贷风险及流动性风险。有关我们的财务风险及风险管理措施的详情，请参阅本文件附录一会计师报告附注46。

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本文件为草拟本，内容尚未完整，可能作出更改，有关资料必须与本文件封面所载"警告"一节一并阅读。

FINANCIAL INFORMATION

DIVIDENDS

In 2022, 2023 and 2024 and the nine months ended September 30, 2025, we declared and paid dividends of RMB303.5 million, RMB326.8 million, RMB1,020.4 million and RMB1,518.9 million, respectively. As of the Latest Practicable Date, all our dividends declared have been paid in full.

A decision to declare or to pay dividends in the future and the amount of dividends will be at the discretion of our Board and will depend on a number of factors, including our results of operations, cash flows, financial condition, payments by our subsidiaries of cash dividends to us, business prospects, statutory and regulatory restrictions on our declaration and payment of dividends and other factors that our Board may consider important. Any declaration and payment, as well as the amount of dividends, will be subject to our Articles of Association and the relevant PRC laws. Our Shareholders may approve any declaration of dividends.

According to applicable PRC laws and our Articles of Association, we will pay dividends out of our profit after tax only after we have made the following allocations: recovery of any accumulated historical losses and allocations to the statutory reserve equivalent to 10% of our profit after tax. We have adopted a dividend policy with a focus on maintaining the continued and stable development of our business. Based on our financial performance and actual operational needs, we formulate our dividend distribution plan within the scope of our cumulative distributable profits, taking into consideration reasonable returns to our investors, the expectations and preferences of our shareholders, capital expenditures, and the external financing environment. When distributing cash dividends, we ensure that we meet the following conditions: (i) our distributable profits for the years/period is positive; and (ii) our financial report for the years/period has received a standard unqualified audit opinion from our auditors.

We have adopted a pre-determined dividend payout ratio, pursuant to which, subject to the satisfaction of the relevant conditions for cash dividend distribution and approval by our Board and Shareholders, the profit to be distributed in cash shall, in principle, not be less than 20% of the distributable profit realized for the relevant year, and the aggregate amount of cash dividends distributed over any three consecutive years shall not be less than 30% of the average annual distributable profit realized during such three-year period. We may also declare interim cash dividends, taking into account our profitability and funding requirements.

DISTRIBUTABLE RESERVES

As of September 30, 2025, we had RMB4,338.0 million of retained profits available for distribution to our shareholders.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

DISCLOSURE REQUIRED UNDER THE LISTING RULES

Our Directors confirm that, as of the Latest Practicable Date, there were no circumstances that would give rise to a disclosure required under Rules 13.13 to 13.19 of the Listing Rules upon the [REDACTED] of the Shares on the Stock Exchange.

[REDACTED] EXPENSES

Our [REDACTED] expenses represent professional fees, [REDACTED] and other fees incurred in connection with the [REDACTED] and the [REDACTED]. Assuming an [REDACTED] of HK$[REDACTED] per [REDACTED], being the mid-point of the indicative [REDACTED], we estimate that our [REDACTED] expenses will be approximately HK$[REDACTED], accounting for approximately [REDACTED]% of our gross [REDACTED], including (i) [REDACTED]-related expenses of approximately HK$[REDACTED], and (ii) non-[REDACTED] related expenses of approximately HK$[REDACTED], comprising (a) fees and expenses of sponsor, legal advisors and Reporting Accountants of approximately HK$[REDACTED], and (b) other fees and expenses of approximately HK$[REDACTED]. During the Track Record Period, we did not incur any [REDACTED] expenses. Subsequent to the Track Record Period, approximately HK$[REDACTED] is expected to be charged to our consolidated statements of profit or loss and approximately HK$[REDACTED] is expected to be deducted from equity. The [REDACTED] expenses above are the best estimate as of the Latest Practicable Date and for reference only, and the actual amount may differ from this estimate.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

UNAUDITED [REDACTED] STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

FINANCIAL INFORMATION

[REDACTED]

后续事件

2025年11月20日，本公司董事会决议收购惠州亿纬联合能源有限公司额外49%的股权。对价包括转让本集团联营公司SK On江苏有限公司30%的股权，以及支付人民币2亿元现金。交易完成后，惠州亿纬联合能源有限公司将成为本公司的全资附属公司，SK On江苏有限公司将不再是本集团的联营公司。预计上述交易的备案手续将于2026年3月完成。

无重大不利变化

本公司董事确认，截至本文件日期，自2025年9月30日（即本公司最新经审计财务报表的日期）以来，本公司的财务或经营状况或前景均未发生重大不利变化，且自2025年9月30日以来，亦未发生任何可能对本文件附录一所载会计师报告所示信息产生重大影响的事件。

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本文件为草稿形式，尚未完成，且可能有所更改，有关信息须与本文件封面"警告"一节一并阅读。

未来计划及[已删除]之用途

未来计划

有关本公司未来计划的详情，请参阅本文件"业务——本公司战略"一节。

未来计划及前景

有关本公司未来计划的详细描述，请参阅"业务——本公司战略"。

[已删除]之用途

假设[已删除]价格为每股[已删除]港元（即本文件所述[已删除]范围的中间值），扣除[已删除]费用及[已删除]以及本公司就[已删除]已付及应付的估计开支，并假设[已删除]未获行使，同时计及任何酌情激励费用后，我们估计将从[已删除]所得净[已删除]约为港元[已删除]。

我们拟将从[已删除]所得净[已删除]用于以下用途：

•　约[已删除]%的净[已删除]，即港元[已删除]，将用作继续建设本公司位于匈牙利的制造基地（"匈牙利项目"）的部分资金。主要支出包括厂房建设所需资金及相关项目设备采购。具体而言：

i.　约[已删除]%的净[已删除]，即港元[已删除]，将用于设备的采购及安装；以及

ii.　约[已删除]%的净[已删除]，即港元[已删除]，将用于生产设施的建设，包括车间、仓库及配套基础设施。

本公司已取得匈牙利制造基地所用土地的土地使用权，匈牙利项目的建设工作已经启动。预计将于2027年开始投产，预期产能为30GWh。计划生产的主要产品为动力电池，以46系列大圆柱电池为主。该项目选址在战略位置上毗邻主要汽车客户的生产基地，使本公司能够更好地满足其需求，从而巩固与上述客户的长期战略合作关系。

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本文件为草稿形式，尚未完成，且可能有所更改，有关信息须与本文件封面"警告"一节一并阅读。

未来计划及[已删除]之用途

本公司认为，随着欧洲电动汽车市场的增长，建设匈牙利项目是扩大本公司海外市场份额（尤其是欧洲动力电池市场份额）的必要举措。根据弗若斯特沙利文的资料，欧洲作为全球最大的汽车消费市场之一及全球第二大新能源汽车市场，已成为动力电池的重要目标市场。根据弗若斯特沙利文的资料，全球大圆柱电池（含46系列）出货量于2024年达到12.9GWh，预计将于2029年增至370.5GWh，复合年增长率为95.7%。凭借本公司强大的产品设计能力及先发优势，本公司相信匈牙利项目的投入将使本公司更有能力把握大圆柱电池市场及动力电池市场快速增长所带来的机遇，更好地服务于欧洲各地的客户订单，并为本公司未来的国际业务扩张奠定基础。

•　约[已删除]%的净[已删除]，即港元[已删除]，将用于营运资金及一般企业用途。

If the [REDACTED] is fixed at HK$[REDACTED] per [REDACTED] (being the high end of the [REDACTED] stated in this document), we will receive additional net [REDACTED] of approximately HK$[REDACTED], assuming the [REDACTED] is not exercised. If the [REDACTED] is fixed at HK$[REDACTED] per [REDACTED] (being the low end of the [REDACTED] stated in this document), the net [REDACTED] we receive will be reduced by approximately HK$[REDACTED], assuming the [REDACTED] is not exercised. The above allocation of the [REDACTED] will be adjusted on a pro rata basis in the event that the [REDACTED] is fixed at a higher or lower level compared to the midpoint of the estimated [REDACTED].

To the extent that our net [REDACTED] are not sufficient to fund the purposes set out above, we intend to fund the balance through a variety of means, including cash generated from operations, bank loans and other borrowings.

To the extent that the net [REDACTED] from the [REDACTED] are not immediately used for the purposes described above and to the extent permitted by the relevant laws and regulations, they will be placed in short-term interest-bearing accounts at licensed commercial banks and/or other authorized financial institutions (as defined under the Securities and Futures Ordinance, or 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 [REDACTED].

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

STRUCTURE OF THE [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

HOW TO APPLY FOR [REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

ACCOUNTANTS' REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF EVE ENERGY CO., LTD. AND CITIC SECURITIES (HONG KONG) LIMITED Introduction We report on the historical financial information of EVE Energy Co., Ltd. (the "Company") and its subsidiaries (together, the "Group") set out on pages I-[5] to I-[102], which comprises the consolidated statements of profit or loss, the consolidated statements of comprehensive income, the consolidated statements of changes in equity and the consolidated statements of cash flows of the Group for each of the years ended 31 December 2022, 31 December 2023, 31 December 2024 and the nine months ended 30 September 2025 (the "Track Record Period"), and the consolidated statements of financial position of the Group and the statements of financial position of the Company as at 31 December 2022, 31 December 2023, 31 December 2024 and 30 September 2025 and material accounting policy information and other explanatory information (together, the "Historical Financial Information"). The Historical Financial Information set out on pages I-[5] to I-[102] forms an integral part of this report, which has been prepared for inclusion in the document of the Company dated [REDACTED] (the "Document") in connection with the [REDACTED] of H shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). Directors' Responsibility for the Historical Financial Information The directors of the Company are responsible for the preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in note 2.1 to the Historical Financial Information and for such internal control as the directors determine is necessary to enable the preparation of the Historical Financial Information that is free from material misstatement, whether due to fraud or error.

– I-1 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

Reporting Accountants' Responsibility Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200, "Accountants' Reports on Historical Financial Information in Investment Circulars" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement. Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountants' judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity's preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in note 2.1 to the Historical Financial Information, in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors of the Company, as well as evaluating the overall presentation of the Historical Financial Information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the Historical Financial Information gives, for the purposes of the accountants' report, a true and fair view of the financial position of the Group and the Company as at 31 December 2022, 2023, 2024 and 30 September 2025 of the consolidated financial performance and consolidated cash flows of the Group for the Track Record Period in accordance with the basis of preparation set out in note 2.1 to the Historical Financial Information. Review of Stub Period Comparative Financial Information We have reviewed the stub period comparative financial information of the Group which comprises consolidated statements of profit or loss and comprehensive income, changes in equity and cash flows for the nine months ended 30 September 2024 and other explanatory information (the "Stub Period Comparative Financial Information"). The directors of the Company are responsible for the preparation and presentation of the Stub Period Comparative Financial Information in accordance with the basis of preparation and presentation set out in note 2.1 to the Historical Financial Information. Our responsibility is to express a conclusion on the Stub Period Comparative Financial Information based on our review. We conducted our – I-2 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

review in accordance with Hong Kong Standard on Review Engagements 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the HKICPA. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the Stub Period Comparative Financial Information, for the purposes of the accountants' report, is not prepared, in all material respects, in accordance with the basis of preparation and presentation set out in note 2.1 to the Historical Financial Information.

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 13 to the Historical Financial Information which contains information about the dividends paid by the Company in respect of the Track Record Period.

[●] Certified Public Accountants Hong Kong [REDACTED]

– I-3 –

本文件为草稿形式，内容不完整，可能作出更改，所载资料必须与本文件封面"警告"一节一并阅读。

附录一

会计师报告

本集团的历史财务资料

历史财务资料的编制

以下所载为历史财务资料，构成本会计师报告的组成部分。

本集团截至追踪记录期各年度的综合财务报表（历史财务资料据此编制）已由RSM香港按香港会计师公会颁布的《香港审计准则》（"香港审计准则"）进行审计（"基础财务报表"）。

历史财务资料以人民币（"人民币"）列示，所有数值均四舍五入至最接近千位（人民币千元），另有说明者除外。

– I-4 –

本文件为草稿形式，内容不完整，可能作出更改，所载资料必须与本文件封面"警告"一节一并阅读。

附录一

会计师报告

综合损益表

| | | 截至12月31日止年度 | | 截至9月30日止九个月 | | |---|---|---|---|---|---| | 附注 | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | 2024年 人民币千元（未经审计）| 2025年 人民币千元 | | 收入 | 36,303,948 | 48,783,587 | 48,614,557 | 34,049,277 | 45,001,518 | | 销售成本 | (30,518,110) | (40,664,274) | (40,149,208) | (28,249,638) | (37,821,584) | | 毛利 | 5,785,838 | 8,119,313 | 8,465,349 | 5,799,639 | 7,179,934 | | 其他收入 | 1,096,387 | 1,985,398 | 1,567,446 | 1,152,657 | 756,871 | | 销售及营销开支 | (333,627) | (457,594) | (597,146) | (389,146) | (545,112) | | 行政开支 | (1,602,348) | (1,748,952) | (1,520,000) | (939,617) | (2,276,686) | | 研发开支 | (2,153,136) | (2,731,637) | (2,942,308) | (2,172,262) | (1,872,042) | | 金融资产及合约资产的减值亏损 | (204,783) | (180,374) | (270,057) | (73,151) | (301,464) | | 其他收益及（亏损），净额 | (74,581) | (347,684) | 58,236 | 80,721 | 420,313 | | 融资成本 | (392,177) | (476,514) | (635,072) | (447,635) | (540,123) | | 分占一家合营企业的溢利 | 33,345 | 27,538 | 50,442 | 36,244 | 64,395 | | 分占联营公司业绩，净额 | 1,343,207 | 639,293 | 461,375 | 413,300 | 304,624 | | 税前溢利 | 3,498,125 | 4,828,787 | 4,638,265 | 3,460,750 | 3,190,710 | | 所得税抵免／（开支） | 173,769 | (308,521) | (416,862) | (186,629) | (214,168) | | 年度╱期间溢利 | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 |

应占溢利： | 本公司股东 | 3,508,964 | 4,050,175 | 4,075,586 | 3,188,651 | 2,815,689 | | 非控股权益 | 162,930 | 470,091 | 145,817 | 85,470 | 160,853 | | | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 |

每股盈利 | 基本（每股人民币元） | 1.84 | 1.98 | 1.99 | 1.56 | 1.38 | | 摊薄（每股人民币元） | 1.83 | 1.97 | 1.96 | 1.56 | 1.29 |

– I-5 –

本文件为草稿形式，内容不完整，可能作出更改，所载资料必须与本文件封面"警告"一节一并阅读。

附录一

会计师报告

综合全面收益表

| | 截至12月31日止年度 | | | 截至9月30日止九个月 | | |---|---|---|---|---|---| | | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | 2024年 人民币千元（未经审计）| 2025年 人民币千元 | | 年度╱期间溢利 | 3,671,894 | 4,520,266 | 4,221,403 | 3,274,121 | 2,976,542 | | 其他全面收益 | | | | | | | 其后可重新分类至损益的其他全面收益项目： | | | | | | | 以公平值计入其他全面收益的金融资产的公平值变动，扣除税项 | 939 | (594) | 881 | 17 | (1,226) | | 分占联营公司其他全面（亏损）╱收益，扣除税项 | (4,799) | (24,354) | 34,998 | (2,262) | (7,308) | | 现金流量对冲，扣除税项 | – | (687) | (26,096) | 16,004 | 40,710 | | 换算外营运的汇兑差异，扣除税项 | – | – | 41,065 | – | 99,638 |

Net other comprehensive (loss)/income that may be reclassified to profit or loss in subsequent periods ў ў

(3,860)

(25,635)

50,848

13,759

131,814

Other comprehensive income that will not be reclassified to profit or loss in subsequent periods: Fair value changes on financial assets at FVTOCI, net of 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

(68,978)

(2,585)

13,788

17,821

27,309

OTHER COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR/PERIOD, NET OF TAX ў ў ў ў ў ў ў ў ў

(72,838)

(28,220)

64,636

31,580

159,123

TOTAL COMPREHENSIVE INCOME FOR THE YEAR/PERIOD ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

3,599,056

4,492,046

4,286,039

3,305,701

3,135,665

Attributable to: Owners of the Company 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 ў ў ў ў ў

3,436,126 162,930

4,021,955 470,091

4,142,152 143,887

3,217,993 87,708

2,972,364 163,301

3,599,056

4,492,046

4,286,039

3,305,701

3,135,665

– I-6 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at 30 September

As at 31 December Notes

NON-CURRENT ASSETS Property, plant and equipment ў ў ў 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 Goodwill ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Investment in a joint venture ў ў ў ў ў ў ў ў ў ў ў ў ў ў Investment in associates ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Prepayments, other receivables and other assets ў ў ў ў Financial assets at FVTOCI ў ў ў ў ў ў ў ў ў ў ў 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

15 16(a) 17 18 19 20 22 24 25(a)

Total non-current assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

2022

2023

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000

24,154,464 1,197,385 291,903 65,799 79,862 11,424,649 8,279,028 347,816 939,813

35,800,984 1,687,878 403,786 65,799 107,400 14,303,252 3,689,078 342,445 1,168,280

39,625,755 1,753,186 484,705 65,799 157,842 14,708,820 4,347,784 344,702 1,417,353

44,679,704 1,767,550 664,320 65,799 182,486 13,967,037 6,166,582 472,000 1,571,650

46,780,719

57,568,902

62,905,946

69,537,128

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 Trade and bills receivables ў ў 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 Prepayments, other receivables and other assets ў ў ў ў Financial assets at FVTOCI 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 ў ў Derivative financial instruments ў ў ў ў ў ў ў ў ў ў ў ў Bank balances, deposits and cash ў ў ў ў ў ў ў ў ў ў ў ў

21 26 31(a) 22 24 27 35 28

8,587,981 10,841,095 190,560 3,780,831 1,117,567 3,360,354 – 8,978,705

6,316,007 14,195,400 222,323 1,425,499 968,383 3,152,616 – 10,506,209

5,251,442 16,081,447 256,056 1,752,450 1,050,583 4,527,842 – 9,064,859

6,006,079 19,697,933 470,294 2,152,134 2,862,094 5,580,000 19,858 9,444,793

Assets held for sale ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

29

36,857,093 –

36,786,437 –

37,984,679 –

46,233,185 600,000

36,857,093

36,786,437

37,984,679

46,833,185

21,561,975 953,688 5,542,874 3,959,677 36,988 – – 116,070

23,154,119 340,177 9,008,186 5,136,575 29,338 – 705 165,665

24,400,250 323,223 7,522,919 7,336,199 37,812 – 31,779 142,110

31,994,577 488,237 6,402,971 5,300,659 49,241 5,000 3,050 266,420

Total current liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

32,171,272

37,834,765

39,794,292

44,510,155

NET CURRENT ASSETS/(LIABILITIES) ў ў ў ў ў ў ў

4,685,821

(1,048,328)

(1,809,613)

2,323,030

TOTAL ASSETS LESS CURRENT LIABILITIES ў ў ў

51,466,540

56,520,574

61,096,333

71,860,158

Total current assets ў ў ў ў ў ў ў ў ў ў ў 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 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 ў ў Interest-bearing bank and other borrowings 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 Convertible corporate bonds 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 ў ў ў Income tax payable ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

30 31(b) 32 33 16(b) 34 35

– I-7 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT As at 30 September

As at 31 December Notes

2022

2023

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000

739,011 13,283 17,049,673 – 38,232 466,162

983,593 57,219 16,799,788 – 67,524 607,182

1,023,385 43,908 18,113,504 – 66,058 850,291

1,249,967 35,229 22,532,907 4,668,283 65,771 792,865

Total non-current liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

18,306,361

18,515,306

20,097,146

29,345,022

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

33,160,179

38,005,268

40,999,187

42,515,136

2,041,759 28,371,691

2,045,721 32,687,143

2,045,721 35,534,976

2,045,733 37,826,569

Equity attributable to owners of the Company ў ў ў ў ў Non-controlling interests ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

30,413,450 2,746,729

34,732,864 3,272,404

37,580,697 3,418,490

39,872,302 2,642,834

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

33,160,179

38,005,268

40,999,187

42,515,136

NON-CURRENT LIABILITIES Other payables and accruals 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 Interest-bearing bank and other borrowings ў ў ў ў ў ў ў Convertible corporate bonds 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 ў

EQUITY

Share capital Reserves

32 31(b) 33 34 16(b) 25(b)

36 37

– I-8 –

– – – – – 143,487 – – – 2,041,759

Profit for the year Other comprehensive loss for the year

Total comprehensive (loss)/income for the year Dividends declared and paid (note 13) Appropriation of statutory reserve Capital injection Repurchase of ordinary shares Equity-settled share-based payments (note 38) Others (note a)

As at 31 December 2022

– I-9 – (249,890)

– – – – (249,890) – –

– –

–

17,881,961

– – – 8,834,038 – 624,795 (56,519)

– –

8,479,647

RMB'000

Capital reserve

(135,485)

(72,838) – – – – – –

– (72,838)

(62,647)

RMB'000

Other comprehensive income reserve

430,122

– – 91,492 – – – 5,075

– –

333,555

RMB'000

Statutory reserve

10,444,983

3,508,964 (303,505) (91,492) – – – 45,677

3,508,964 –

7,285,339

RMB'000

Retained profits

30,413,450

3,436,126 (303,505) – 8,977,525 (249,890) 624,795 (5,767)

3,508,964 (72,838)

17,934,166

RMB'000

Subtotal

2,746,729

162,930 – – 132,310 – – (2,093)

162,930 –

2,453,582

RMB'000

Non- controlling interests

33,160,179

3,599,056 (303,505) – 9,109,835 (249,890) 624,795 (7,860)

3,671,894 (72,838)

20,387,748

RMB'000

Total equity

APPENDIX I

Note a: It mainly represents the Group's share of movements in associates' equity other than profit or loss, other comprehensive income, and dividends, recognised based on the shareholding proportions.

1,898,272

RMB'000

RMB'000

As at 1 January 2022

Treasury shares

Share capital

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

ACCOUNTANTS' REPORT

– – – – – 3,962 – – – 2,045,721

Profit for the year Other comprehensive loss for the year:

Total comprehensive (loss)/income for the year Dividends declared and paid (note 13) Appropriation of statutory reserve Capital injection Repurchase of ordinary shares Equity-settled share-based payments (note 38) Others (note a)

As at 31 December 2023 (323,403)

– – – – (150,030) 76,517 –

– –

(249,890)

18,562,394

– – – 272,836 – 456,910 (49,313)

– –

17,881,961

RMB'000

Capital reserve

(163,705)

(28,220) – – – – – –

– (28,220)

(135,485)

RMB'000

Other comprehensive income reserve

456,483

– – 25,019 – – – 1,342

– –

430,122

RMB'000

Statutory reserve

14,155,374

4,050,175 (326,845) (25,019) – – – 12,080

4,050,175 –

10,444,983

RMB'000

Retained profits

34,732,864

4,021,955 (326,845) – 276,798 (150,030) 533,427 (35,891)

4,050,175 (28,220)

30,413,450

RMB'000

Subtotal

3,272,404

470,091 – – 7,690 – – 47,894

470,091 –

2,746,729

RMB'000

Non- controlling interests

38,005,268

4,492,046 (326,845) – 284,488 (150,030) 533,427 12,003

4,520,266 (28,220)

33,160,179

RMB'000

Total equity

APPENDIX I

– I-10 –

Note a: It mainly represents the Group's share of movements in associates' equity other than profit or loss, other comprehensive income, and dividends, recognised based on the shareholding proportions.

2,041,759

RMB'000

RMB'000

As at 1 January 2023

Treasury shares

Share capital

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

ACCOUNTANTS' REPORT

– – – – – – – – – 2,045,721

Profit for the year Other comprehensive income/(loss) for the year:

Total comprehensive income for the year Dividends declared and paid (note 13) Appropriation of statutory reserve Capital injection Repurchase of ordinary shares Equity-settled share-based payments (note 38) Others (note a)

As at 31 December 2024 (364,953)

– – – – (61,496) 19,946 –

– –

(323,403)

18,328,732

– – – 5,373 – (76,365) (162,670)

– –

18,562,394

RMB'000

Capital reserve

(97,139)

66,566 – – – – – –

– 66,566

(163,705)

RMB'000

Other comprehensive income reserve

652,239

– – 195,628 – – – 128

– –

456,483

RMB'000

Statutory reserve

17,016,097

4,075,586 (1,020,382) (195,628) – – – 1,147

4,075,586 –

14,155,374

RMB'000

Retained profits

37,580,697

4,142,152 (1,020,382) – 5,373 (61,496) (56,419) (161,395)

4,075,586 66,566

34,732,864

RMB'000

Subtotal

3,418,490

143,887 – – 2,700 – – (501)

145,817 (1,930)

3,272,404

RMB'000

Non- controlling interests

40,999,187

4,286,039 (1,020,382) – 8,073 (61,496) (56,419) (161,896)

4,221,403 64,636

38,005,268

RMB'000

Total equity

APPENDIX I

– I-11 –

Note a: It mainly represents the Group's share of movements in associates' equity other than profit or loss, other comprehensive income, and dividends, recognised based on the shareholding proportions.

2,045,721

RMB'000

RMB'000

As at 1 January 2024

Treasury shares

Share capital

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

ACCOUNTANTS' REPORT

– I-12 –

– – – – – – – 2,045,721

Profit for the period Other comprehensive income for the period:

Total comprehensive income for the period Dividends declared and paid (note 13) Repurchase of ordinary shares Equity-settled share-based payments (note 38) Others (note a)

As at 30 September 2024 (unaudited) (348,252)

– – (24,849) – –

– –

(323,403)

18,274,541

– – – (99,842) (188,011)

– –

18,562,394

RMB'000

Capital reserve

(132,125)

31,580 – – – –

– 31,580

(163,705)

RMB'000

Other comprehensive income reserve

456,611

– – – – 128

– –

456,483

RMB'000

Statutory reserve

16,324,791

3,188,651 (1,020,382) – – 1,148

3,188,651 –

14,155,374

RMB'000

Retained profits

36,621,287

3,220,231 (1,020,382) (24,849) (99,842) (186,735)

3,188,651 31,580

34,732,864

RMB'000

Subtotal

3,358,938

85,470 – – – 1,064

85,470 –

3,272,404

RMB'000

Non- controlling interests

39,980,225

3,305,701 (1,020,382) (24,849) (99,842) (185,671)

3,274,121 31,580

38,005,268

RMB'000

Total equity

Note a: It mainly represents the Group's share of movements in associates' equity other than profit or loss, other comprehensive income, and dividends, recognised based on the shareholding proportions.

2,045,721

RMB'000

RMB'000

As at 1 January 2024 (audited)

Treasury shares

Share capital

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

– I-13 – (403,505) 18,904,957

– – – 556 – 875,999 – (380,653) 80,323 59,536

156,675 – – – – – – – –

– 156,675

867,338

– – 215,099 – – – – – –

– –

– –

–

300,499

– – – (38) – – 300,537 – –

RMB'000

18,097,744

2,815,689 (1,518,943) (215,099) – – – – – –

2,815,689 –

17,016,097

RMB'000

39,872,302

2,972,364 (1,518,943) – 530 (38,552) 875,999 300,537 (380,653) 80,323

2,815,689 156,675

37,580,697

RMB'000

Subtotal

2,642,834

163,301 (745,725) – 248 – – – (198,347) 4,867

160,853 2,448

3,418,490

RMB'000

Non- controlling interests

42,515,136

3,135,665 (2,264,668) – 778 (38,552) 875,999 300,537 (579,000) 85,190

2,976,542 159,123

40,999,187

RMB'000

Total equity

Note b: The convertible bonds reserve comprises the amount allocated to the unexercised equity component of convertible corporate bonds issued by the Company recognised in accordance with the accounting policy adopted for convertible bonds in note 2.3 and note 34.

2,045,733

As at 30 September 2025

– – – – (38,552) – – – –

– –

652,239

RMB'000

Retained profits

Note b:

– – – 12 – – – – –

Total comprehensive income for the period Dividends declared and paid (note 13) Appropriation of statutory reserve Conversion of convertible bonds into Shares and Put option Repurchase of ordinary shares Equity-settled share-based payments (note 38) Issue of convertible corporate bonds (note b) Further acquisition of a subsidiary (note 37) Others (note a)

– –

(97,139)

RMB'000

Statutory reserve

Note a: It mainly represents the Group's share of movements in associates' equity other than profit or loss, other comprehensive income, and dividends, recognised based on the shareholding proportions.

– –

Profit for the period Other comprehensive income for the period:

(364,953) 18,328,732

RMB'000

Capital reserve

Convertible bonds reserve (note b)

APPENDIX I

Note a:

2,045,721

RMB'000

RMB'000

As at 1 January 2025

Treasury shares

Share capital

Other comprehensive income reserve

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

ACCOUNTANTS' REPORT

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

CONSOLIDATED STATEMENTS OF CASH FLOWS

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | Notes | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 |

CASH FLOWS FROM OPERATING ACTIVITIES Proceeds from sales of goods | | 26,640,259 | 33,797,389 | 35,484,086 | 24,952,121 | 34,004,381 | Proceeds from refund of other tax and surcharges | | 1,995,932 | 1,598,004 | 1,118,987 | 897,590 | 679,546 | Cash received related to other operating activities Interest income Proceeds from other income Cash paid for material and services Cash paid for salaries Income tax and other taxes paid Cash paid related to other operating activities Net cash flows generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of associates and financial assets at fair value Proceeds from investment income Proceeds from disposal of property, plant and equipment and intangible assets Proceeds from other investing activities Purchase of property, plant and equipment and intangible assets Investments in associates, joint ventures and financial assets at fair value Acquisition of a subsidiary Payments for other investing activities Net cash flows used in investing activities

434,247 73,698 1,123,330 (22,107,111) (2,942,143) (577,003)

67,214 187,829 1,810,068 (22,648,659) (4,184,066) (769,832)

155,268 154,936 1,163,369 (26,212,885) (4,708,398) (1,267,550)

45,671 123,153 922,053 (19,444,681) (3,532,945) (952,614)

123,565 63,613 711,125 (24,687,587) (4,136,333) (892,130)

(1,780,990)

(1,181,687)

(1,454,080)

(894,024)

(962,355)

2,860,219

8,676,260

4,433,733

2,116,324

4,903,825

267,089 459,548

32,750 337,977

35,000 315,849

33,000 392,214

525,188 761,796

2,522 –

4,538 1,210,222

1,262 71,865

1,073 280

23,810 213,090

(13,835,218)

(5,003,496)

(5,545,325)

(4,090,079)

(7,458,066)

(2,745,410) – (4,065,776)

(2,503,065) – –

(287,272) (174,776) (1,726,935)

(353,038) – (2,155,169)

(364,165) – (1,665,000)

(19,917,245)

(5,921,074)

(7,310,332)

(6,171,719)

(7,963,347)

– I-14 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | Nine months ended 30 September | | Year ended 31 December | | |---|---|---|---|---| | Notes | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 |

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from private placement and restricted share plan

Capital contribution from non-controlling interests

Proceeds from borrowings

Proceeds from issuance of convertible corporate bonds

Proceeds from other financing activities

Repayment of borrowings

Interest paid

Dividend paid to owners of the Company

Dividend paid to non-controlling interests

Payments for other financing activities

Net cash flows generated from financing activities

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at beginning of year/period

Effect of foreign exchange rate changes

Cash and cash equivalents at end of year/period

| 28 | | | | | |

| | 8,977,100 | 300,170 | 25,419 | – | – | | | 132,310 | 7,690 | 2,700 | – | 248 | | | 13,782,155 | 7,138,938 | 12,264,657 | 9,233,350 | 8,302,073 | | | – | – | 2,639,990 | – | – | | | (3,294,328) | (6,173,531) | (9,031,643) | (4,580,660) | (6,451,385) | | | (454,496) | (746,875) | (732,130) | (525,971) | (584,715) | | | (303,505) | (326,845) | (1,020,382) | (1,020,382) | (1,518,943) | | | – | – | – | – | (745,725) | | | (3,358,036) | (168,509) | (108,460) | (53,281) | (661,079) |

| | 18,121,190 | 31,038 | 1,400,161 | 3,053,056 | 3,312,066 |

| | 1,064,164 | 2,786,224 | (1,476,438) | (1,002,339) | 252,544 |

| | 6,102,238 | 7,208,889 | 9,903,081 | 9,903,081 | 8,511,579 | | | 42,487 | (92,032) | 84,936 | 36,044 | 82,335 |

| | 7,208,889 | 9,903,081 | 8,511,579 | 8,936,786 | 8,846,458 |

– I-15 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

STATEMENT OF FINANCIAL POSITION OF THE COMPANY

Information about the statements of financial position of the Company at the end of each of the Track Record Period is as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | Notes | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 |

NON-CURRENT ASSETS

| Property, plant and equipment | 15 | 2,548,919 | 2,445,018 | 2,844,035 | 3,084,005 | | Right-of-use assets | 16(a) | 196,655 | 304,490 | 328,890 | 323,495 | | Intangible assets | 17 | 144,557 | 178,999 | 210,827 | 251,887 | | Investments in subsidiaries | 23 | 5,637,327 | 14,063,343 | 15,174,334 | 18,919,572 | | Investment in associates | 20 | 2,514,398 | 3,256,400 | 3,159,262 | 2,615,094 | | Prepayments, other receivables and other assets | 22 | 285,026 | 135,828 | 169,020 | 238,628 | | Financial assets at FVTOCI | 24 | 282,816 | 275,345 | 292,602 | 283,014 | | Trade and bills receivables from a subsidiary | 26 | – | – | 146,085 | 290,330 | | Deferred tax assets | 25(a) | 280,102 | 289,867 | 345,325 | 424,594 |

| Total non-current assets | | 11,889,800 | 20,949,290 | 22,670,380 | 26,430,619 |

CURRENT ASSETS

| Inventories | 21 | 1,494,205 | 1,004,371 | 858,948 | 916,122 | | Trade and bills receivables | 26 | 2,314,189 | 2,558,513 | 4,058,110 | 5,894,355 | | Contract assets | 31(a) | 13,611 | 16,760 | 16,488 | 16,036 | | Prepayments, other receivables and other assets | 22 | 9,128,807 | 2,241,469 | 3,456,909 | 4,193,018 | | Financial assets at FVTOCI | 24 | 404,623 | 307,477 | 289,769 | 472,768 | | Financial assets at FVTPL | 27 | 3,150,000 | 1,541,026 | 1,820,000 | 1,750,000 | | Derivative financial instruments | 34 | – | – | – | 17,311 | | Bank balances, deposits and cash | 28 | 4,372,611 | 3,780,520 | 1,933,729 | 4,338,948 |

| | | 20,878,046 | 11,450,136 | 12,433,953 | 17,598,558 | | Assets held for sale | 29 | – | – | – | 600,000 |

| Total current assets | | 20,878,046 | 11,450,136 | 12,433,953 | 18,198,558 |

| | | 5,817,096 | 4,961,864 | 5,483,413 | 8,039,018 | | | | 330,657 | 78,576 | 46,532 | 129,069 | | | | 702,246 | 565,044 | 842,710 | 590,961 | | | | 1,641,821 | 2,240,315 | 2,706,152 | 1,422,534 | | | | 1,322 | 1,367 | 9,305 | 11,656 | | | | – | – | – | 5,000 | | | | – | 705 | 11,915 | – |

| Total current liabilities | | 8,493,142 | 7,847,871 | 9,100,027 | 10,198,238 |

| NET CURRENT ASSETS | | 12,384,904 | 3,602,265 | 3,333,926 | 8,000,320 |

| TOTAL ASSETS LESS CURRENT LIABILITIES | | 24,274,704 | 24,551,555 | 26,004,306 | 34,430,939 |

APPENDIX I

ACCOUNTANTS' REPORT

As at 30 September

As at 31 December Notes

2022

2023

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000

NON-CURRENT LIABILITIES Other payables and accruals ў ў ў ў ў ў ў ў ў ў ў ў | 32 | 258,812 | 241,505 | 168,768 | 169,962 Contract liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 31(b) | 6,669 | 45,892 | 25,782 | 17,163 Interest-bearing bank and other borrowings ў ў ў ў | 33 | 4,926,452 | 4,578,126 | 5,270,924 | 7,014,145 Convertible corporate bonds ў ў ў ў ў ў ў ў ў ў ў ў | 34 | – | – | – | 4,668,283 Lease liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 16(b) | 18,393 | 17,026 | 34,400 | 31,693 Deferred tax liabilities ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 25(b) | 91,885 | 96,928 | 103,365 | 153,162

Total non-current liabilities ў ў ў ў ў ў ў ў ў ў ў ў | | 5,302,211 | 4,979,477 | 5,603,239 | 12,054,408

Net assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | | 18,972,493 | 19,572,078 | 20,401,067 | 22,376,531

EQUITY Share Capital ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 36 | 2,041,759 | 2,045,721 | 2,045,721 | 2,045,733 Reserves ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 37 | 16,930,734 | 17,526,357 | 18,355,346 | 20,330,798

Total equity ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | | 18,972,493 | 19,572,078 | 20,401,067 | 22,376,531

– I-17 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

II

NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1.

CORPORATE INFORMATION

The Company is a joint stock limited company registered in the People's Republic of China (the "PRC"). The Company's A shares are listed on the ChiNext Market of the Shenzhen Stock Exchange on 30 October 2009. The address of the Company's registered office is No. 38, Huifeng 7th Road, Zhongkai Hi-Tech Zone, Huizhou City, Guangdong Province, the PRC.

During the Track Record Period, the Company and its subsidiaries are principally engaged in the research, development, production and sales of consumer batteries, power batteries and energy storage system ("ESS") batteries.

In the opinion of the directors, the Company's immediate and ultimate holding company is EVE Holdings Limited, a company incorporated in the PRC and collectively controlled by Liu Jincheng and Luo Jinhong.

In the Historical Financial Information, certain English name of the companies referred herein represent the management's best effort to translate the Chinese name of the companies as no English name has been registered.

As at the date of this report, the particulars of the Company's principal subsidiaries are set out as below:

| Entity name | Place and date of incorporation/ registration and place of operations | Nominal value of issued ordinary/ registered share capital | Percentage of equity interest attributable to the Company | | Principal activities | |---|---|---|---|---|---| | | | | Direct | Indirect | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) (Note (a)) | The PRC, 4 July 2012 | RMB1,303,261,096 | 100.00% | N/A | Power and ESS batteries related business | | Jingmen EVE Innovation Energy Co., Ltd. (荊門億緯創能鋰電池有限公司) (Note (a)) | The PRC, 29 September 2017 | RMB2,022,756,797 | 100.00% | N/A | Consumer batteries related business | | EVE Asia Co., Limited (億緯亞洲有限公司) (Note (b)) | Hong Kong, 4 January 2013 | USD600,620,000 | 100.00% | N/A | International trading | | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) (Note (a)) | The PRC, 10 May 2018 | RMB81,774,300 | 100.00% | N/A | ESS batteries related business | | Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) (Note (a)) | The PRC, 5 February 2021 | USD235,234,212 | 45.6% | 54.4% | Power batteries related business | | Huizhou EVE United Energy Co., Ltd. (惠州億緯集能有限公司) (Note (a)) | The PRC, 20 June 2018 | RMB4,153,556,863 | N/A | 51% | Power batteries related business | | EVE Battery Investment Ltd. (Note (e)) | British Virgin Islands, 13 August 2019 | USD10 | N/A | 100% | Investment holdings | | Huizhou EVE Innovation Energy Batteries Co., Ltd. (惠州億緯創能電池有限公司) (Note (a)) | The PRC, 14 January 1999 | RMB178,425,065 | 100.00% | N/A | Consumer batteries and batteries equipment related business | | Ningbo EVE Energy Lithium Battery Co., Ltd. (寧波億緯創能鋰電池有限公司) (Note (a)) | The PRC, 22 December 2020 | RMB105,000,000 | 100.00% | N/A | Consumer batteries related business |

– I-18 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| Entity name | Place and date of incorporation/ registration and place of operations | Nominal value of issued ordinary/ registered share capital | Percentage of equity interest attributable to the Company | | Principal activities | |---|---|---|---|---|---| | | | | Direct | Indirect | | | Wuhan Fuante Technology Co., Ltd. (武漢孚安特科技有限公司) (Note (a)) | The PRC, 11 March 2004 | RMB4,440,461 | 100.00% | N/A | Consumer batteries related business | | Huizhou Jinyuan Intelligent Robot Co., Ltd. (惠州金源智能機器人有限公司) (Note (a)) | The PRC, 17 December 2010 | RMB3,000,000 | 100.00% | N/A | Intelligent robot and lithium batteries equipment related business | | Jingmen EVE New Energy Solutions Co., Ltd. (荊門億緯新能源系統有限公司) (Note (a)) | The PRC, 17 January 2024 | RMB40,000,000 | N/A | 100.00% | Power and ESS batteries related business |

Huizhou EVE New Energy Solutions Co., Ltd. (惠州億緯新能源系統有限公司) (Note (a))

The PRC 2 January 2024

RMB40,000,000

N/A

100.00%

Power and ESS batteries related business

Qujing EVE Energy Co., Ltd. (曲靖億緯鋰能有限公司) (Note (a))

The PRC 2 August 2022

RMB1,725,000,000

94.8%

5.2%

Power and ESS batteries related business

Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限 公司) (Note (a))

The PRC 1 September 2021

RMB180,000,000

80.00%

N/A

Lithium batteries material related business

Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限 公司) (Note (a))

The PRC 9 August 2021

RMB500,000,000

N/A

65.00%

ESS batteries related business

EVE Power HongKong Co., Ltd. (億緯動力香港有限公司) (Note (c))

Hong Kong 9 September 2020

HK$1,000,000

N/A

100.00%

Investment management, management consulting and trading

EVE Energy Malaysia Sdn Bhd. (Note (d))

Malaysia 30 August 2022

RM$744,649,400

N/A

100.00%

Manufacture and sales of batteries, synthetic materials (excluding hazardous chemicals) and metal materials

(a)

The statutory financial statements of these entities for the years ended 31 December 2022, 2023 and 2024 prepared under PRC Generally Accepted Accounting Principles ("PRC GAAP") were audited by RSM China CPA LLP.

(b)

The statutory financial statements of this entity for the year ended 31 December 2022 prepared under Hong Kong Financial Reporting Standards ("HKFRS") were audited by D.V. CPA Limited. The statutory financial statements for the years ended 31 December 2023 and 2024 were audited by ZHONGHUI ANDA CPA Limited.

(c)

The statutory financial statements of this entity for the years ended 31 December 2022, 2023 and 2024 prepared under HKFRS were audited by ZHONGHUI ANDA CPA Limited.

– I-19 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

2.1

ACCOUNTANTS' REPORT

(d)

The statutory financial statements of this entity for the financial period from 30 August 2022 (date of incorporation) to 31 December 2023 and for the year ended 31 December 2024 prepared under Malaysian Accounting Standards Board ("MASB") were audited by RSM Malaysia PLT.

(e)

No audited statutory financial statements were issued as there are no statutory requirements in its place of incorporation.

BASIS OF PREPARATION

The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards ("IFRSs"), which comprise International Financial Reporting Standards ("IFRS"); International Accounting Standards ("IAS"); and Interpretations approved by the International Accounting Standards Board ("IASB"). All IFRSs effective for the accounting period commencing from 1 January 2025, together with the relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical Financial Information throughout the Track Record Period.

The Historical Financial Information has been prepared under the historical cost convention, except for certain financial assets and liabilities which are stated at fair value.

Basis of consolidation

The Historical Financial Information include the financial statements of the Group for the Track Record Period. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).

Generally, there is a presumption that a majority of voting rights results in control. When the Company has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

(a)

the contractual arrangement with the other vote holders of the investee;

(b)

rights arising from other contractual arrangements; and

(c)

the Group's voting rights and potential voting rights.

The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The Group's share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.

– I-20 –

APPENDIX I

会计师报告

2.2 已颁布但尚未生效的国际财务报告准则

本集团尚未在历史财务信息中采用以下已颁布但尚未生效的新订及经修订国际财务报告准则。如适用，本集团拟于该等新订及经修订国际财务报告准则生效时予以采用。

| 准则 | 内容 | |------|------| | 国际财务报告准则第18号 | 财务报表的呈列与披露² | | 国际财务报告准则第19号 | 无公众问责的子公司：披露² | | 国际财务报告准则第9号及第7号的修订 | 金融工具分类与计量的修订¹ | | 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³ | | 国际财务报告准则会计准则年度改进——第11卷 | 国际财务报告准则第1号、第7号、第9号、第10号及国际会计准则第7号的修订¹ |

¹ 适用于2026年1月1日或之后开始的年度期间

² 适用于2027年1月1日或之后开始的年度/报告期间

³ 尚未确定强制生效日期，但可提前采用

本集团正就首次采用上述新订及经修订国际财务报告准则的影响进行详细评估。迄今为止，本集团认为除国际财务报告准则第18号外，该等新订及经修订国际财务报告准则可能导致若干会计政策变更，但预计在首次采用期间对本集团的财务表现及财务状况不会产生重大影响。采用国际财务报告准则第18号预计不会对本集团的财务状况产生重大影响，但预计将影响损益表及现金流量表的呈列方式（财务报表中将包含额外披露）。本集团将继续评估国际财务报告准则第18号对本集团财务信息的影响。

2.3 重要会计政策

对联营公司及合营企业的投资

联营公司是指本集团通常持有不少于20%股权表决权的长期权益，并对其具有重大影响力的实体。重大影响力是指参与被投资方财务及经营政策决策的权力，但并非对该等政策的控制权或共同控制权。

合营企业是一种联合安排，安排中具有共同控制权的各方对合营企业的净资产享有权利。共同控制是合同约定的对安排的控制权共享，仅在有关相关活动的决策需要共享控制权各方一致同意时方才存在。

本集团对联营公司及合营企业的投资按照权益法核算，以本集团应占净资产扣除任何减值亏损后的金额列示于综合财务状况表中。如存在不同的会计政策，则作出调整以统一相关政策。本集团应占联营公司及合营企业收购后业绩及其他综合收益，分别计入综合损益表及综合其他综合收益。此外，当联营公司或合营企业的权益中直接确认变动时，本集团于适用情况下在综合权益变动表中确认其应占的任何变动。本集团与其联营公司或合营企业之间交易产生的未变现收益及亏损，在本集团于联营公司或合营企业投资的范围内予以抵销，但未变现亏损提供所转让资产减值证据的情况除外。收购联营公司或合营企业产生的商誉作为本集团对联营公司或合营企业投资的组成部分列示。

当对联营公司丧失重大影响力或对合营企业丧失共同控制权时，本集团按公允价值计量及确认任何保留投资。联营公司或合营企业在丧失重大影响力或共同控制权时的账面值与保留投资公允价值及出售所得款项之间的差额，于损益中确认。

－ I-21 －

based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 —

based on inputs for the asset or liability that are not based on observable market data (unobservable inputs)

For assets and liabilities that are recognised in the Historical Financial Information on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

企业合并和商誉 企业合并采用收购法进行核算。转让的对价按收购日公允价值计量，即本集团转让资产的收购日公允价值、本集团对被收购方原所有者承担的负债以及本集团为取得对被收购方的控制权而发行的权益工具的收购日公允价值之和。对于每项企业合并，本集团选择以公允价值或被收购方可辨认净资产的比例份额计量被收购方的非控制性权益。所有其他非控制性权益的组成部分均以公允价值计量。与收购相关的成本在发生时计入费用。

本集团在所收购的一组活动和资产包括投入以及对创造产出能力有重大贡献的实质性过程时，确定已收购一项业务。

当本集团收购一项业务时，根据收购日的合同条款、经济情况及相关条件，对所承接的金融资产和负债进行适当的分类和指定。这包括将被收购方主合同中的嵌入衍生工具进行分离。

收购方转让的任何或有对价在收购日按公允价值确认。分类为资产或负债的或有对价以公允价值计量，公允价值变动计入损益。分类为权益的或有对价不进行重新计量，后续结算在权益范围内进行核算。

商誉初始按成本计量，即转让的对价合计、已确认非控制性权益金额以及本集团原持有被收购方权益的公允价值之和超过所收购可辨认资产和承担负债的公允价值的部分。若上述对价及其他项目之和低于所收购净资产的公允价值，则差额在重新评估后确认为损益中的廉价购买收益。

初始确认后，商誉按成本减去累计减值损失计量。商誉每年进行减值测试，或在事项或情况变化表明账面价值可能减值时更频繁地进行测试。本集团于每个报告期末对商誉进行年度减值测试。为进行减值测试，企业合并中取得的商誉自收购日起分配至本集团各现金产生单元或现金产生单元组，这些单元或单元组预期将从合并协同效应中受益，无论本集团其他资产或负债是否分配至这些单元或单元组。

减值通过评估商誉所属现金产生单元（现金产生单元组）的可收回金额来确定。当现金产生单元（现金产生单元组）的可收回金额低于账面金额时，确认减值损失。已确认的商誉减值损失在以后期间不予转回。

当商誉已分配至某一现金产生单元（或现金产生单元组）且该单元内部分业务被处置时，与被处置业务相关的商誉在确定处置损益时计入该业务的账面金额。在上述情况下处置的商誉根据被处置业务与所保留现金产生单元部分的相对价值进行计量。

公允价值计量 本集团于每个业绩记录期末对其以公允价值计量且其变动计入损益的金融资产以及以公允价值计量且其变动计入其他综合收益的金融资产进行计量。公允价值是指在计量日市场参与者之间进行有序交易时，出售资产所能收到或转让负债所需支付的价格。公允价值计量基于以下假设：出售资产或转让负债的交易发生于该资产或负债的主要市场，或在不存在主要市场的情况下，发生于该资产或负债的最有利市场。主要市场或最有利市场必须是本集团可进入的市场。资产或负债的公允价值采用市场参与者在对资产或负债定价时所使用的假设进行计量，并假设市场参与者以其最佳经济利益行事。

– I-22 –

本文件为草稿，尚未完成，如有更改，相关信息须与本文件封面"警告"一节一并阅读。

附录一

会计师报告

非金融资产的公允价值计量须考虑市场参与者通过以最高最佳方式使用该资产或将其出售给另一位将以最高最佳方式使用该资产的市场参与者来产生经济效益的能力。

本集团采用在相关情况下适当且有足够数据可用于计量公允价值的估值技术，最大限度地使用相关可观察输入值，并最大限度地减少不可观察输入值的使用。

历史财务信息中所有以公允价值计量或披露的资产和负债，均根据对整体公允价值计量具有重要意义的最低层次输入值，划分至以下公允价值层次：

第一层次 —

基于活跃市场中相同资产或负债的报价（未经调整）

第二层次 —

基于第一层次所含报价以外的、可直接或间接观察到的资产或负债的输入值

第三层次 —

基于并非以可观察市场数据为基础的资产或负债的输入值（不可观察输入值）

对于在历史财务信息中以持续方式确认的资产和负债，本集团通过在每个报告期末重新评估分类（基于对整体公允价值计量具有重要意义的最低层次输入值），确定是否发生了层次间的转移。

based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly

Level 3 —

based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

对于在历史财务资料中以持续基准确认的资产和负债，本集团通过在追踪记录期每期结束时重新评估分类（基于对整体公允价值计量具有重大意义的最低层次输入值），以确定层次之间是否发生了转移。

非金融资产减值

当存在减值迹象，或需要对资产进行年度减值测试时（存货、合同资产、递延税项资产、金融资产除外），须估算资产的可收回金额。资产的可收回金额为资产或现金产生单元的使用价值与其公允价值减去处置费用后两者中的较高者，且针对单项资产确定，除非该资产产生的现金流入与其他资产或资产组产生的现金流入在很大程度上不独立，在此情况下，可收回金额针对该资产所属的现金产生单元确定。

仅在资产账面金额超过其可收回金额时，才确认减值损失。在评估使用价值时，预计未来现金流量按反映货币时间价值当前市场评估及该资产特定风险的税前折现率折现至其现值。减值损失在其发生期间计入损益，计入与受损资产功能一致的费用类别。

在每个追踪记录期结束时，须评估是否存在以前确认的减值损失可能不再存在或已减少的迹象。如存在此类迹象，则估算可收回金额。除商誉外，仅当用于确定该资产可收回金额的估计数发生变化时，方可转回以前确认的资产减值损失，但转回后的金额不得高于假设以前年度未确认减值损失时已确定的账面金额（扣除任何折旧╱摊销后）。此类减值损失的转回在其发生期间计入损益。

关联方

如符合下列条件，则该方被视为与本集团存在关联关系：

(a) 该方为个人或该个人的近亲家庭成员，且该个人 (i) 对本集团拥有控制权或共同控制权； (ii) 对本集团具有重大影响；或 (iii) 为本集团或本集团母公司关键管理人员之成员；

或

– I-23 –

本文件为草拟本，内容尚未完备，可予更改，所载资料须与本文件封面「警告」一节一并阅读。

附录一　　会计师报告

(b) 该方为一个实体，且适用下列任何条件： (i) 该实体与本集团同属一个集团成员； (ii) 一方实体为另一方实体（或另一方实体的母公司、附属公司或同系附属公司）的联营公司或合营企业； (iii) 该实体与本集团同为同一第三方的合营企业； (iv) 一方实体为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； (v) 该实体为本集团或与本集团有关联的实体的雇员提供离职后福利计划； (vi) 该实体受(a)项所识别的个人控制或共同控制；

(vii) 在 (a)(i) 中所识别的人对该实体有重大影响，或是该实体（或其母公司）的关键管理人员成员；以及 (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。

**物业、机器及设备及折旧**

物业、机器及设备（在建工程除外）按成本减累计折旧及任何减值损失列示。物业、机器及设备某项目的成本包括其购买价格及将该资产带至其预定用途的工作状态和位置的任何直接可归属成本。

物业、机器及设备项目投入使用后所发生的支出（如维修和保养）通常在发生当期计入损益。在满足确认标准的情况下，重大检修支出作为替换件资本化计入资产账面金额。若物业、机器及设备的重要组成部分需定期更换，本集团将该等部分作为具有特定使用寿命的单独资产确认，并分别计提折旧。

折旧按直线法计算，将各项物业、机器及设备的成本在其估计使用寿命内摊销至残值。为此所采用的主要年折旧率如下：

| 项目 | 折旧率 | |---|---| | 永久业权土地 | 不计提折旧 | | 楼宇 | 3% | | 机械 | 9% | | 电子设备 | 18% | | 家具及办公设备 | 18% | | 运输设备 | 18% |

若某项物业、机器及设备的各组成部分具有不同的使用寿命，则该项目的成本按合理基础在各组成部分之间进行分配，并对各组成部分分别计提折旧。残值、使用寿命及折旧方法至少于每个财务年度末进行复核，并在适当时予以调整。

某项物业、机器及设备（包括初始确认的任何重要组成部分），于处置时或预期其使用或处置不能带来未来经济利益时，予以终止确认。于资产终止确认当年在损益中确认的处置或报废损益，为净销售所得款项与相关资产账面金额之间的差额。

在建工程按成本减任何减值损失列示，不计提折旧。在建工程竣工并准备就绪可供使用时，重新归类至物业、机器及设备的相应类别。

– I-24 –

本文件为草拟本，内容尚未完备，可能作出更改，所载资料须与本文件封面"警告"一节一并阅读。

**附录一**

**会计师报告**

**无形资产（商誉除外）**

单独取得的无形资产于初始确认时按成本计量。其他无形资产的使用寿命评估为有限或无限。使用寿命有限的其他无形资产在其经济使用寿命内摊销，并于存在无形资产可能减值的迹象时评估减值。使用寿命有限的无形资产的摊销期及摊销方法至少于每个财务年度末进行复核。

**软件**

购入的软件按成本减任何减值损失列示，并在其估计使用寿命3至10年内按直线法摊销。

**专利权及非专利技术**

购入的专利权及非专利技术按成本减任何减值损失列示，并在其估计使用寿命5年内按直线法摊销。

**研究及开发成本**

所有研究成本于发生时计入损益表。

仅当本集团能够证明以下各项时，开发新产品项目所发生的支出方予资本化及递延：完成该无形资产以供使用或出售的技术可行性、完成该资产并使用或出售的意图及能力、该资产将如何产生未来经济利益、完成该项目所需资源的可获得性，以及可靠计量开发期间支出的能力。不符合上述标准的产品开发支出于发生时费用化。

递延开发成本按成本减任何减值损失列示，并自相关产品投入商业生产之日起，在不超过5年的相关产品商业寿命内按直线法摊销。

**租赁**

本集团于合同开始时评估合同是否为租赁或包含租赁。若合同以对价换取在一段时间内控制已识别资产使用权的权利，则该合同为租赁或包含租赁。

**作为承租人的本集团**

本集团对所有租赁（短期租赁及低价值资产租赁除外）采用统一的确认和计量方法。本集团确认租赁负债以支付租赁款项，并确认代表使用相关资产权利的使用权资产。

**(a) 使用权资产**

Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:

Prepaid land use rights ................................................ 50 years Buildings .................................................................... Lease terms Machinery ................................................................... Lease terms

If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

– I-25 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

(b) Lease liabilities

Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset.

(c) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office equipment that are considered to be of low value.

Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

Group as a lessor

When the Group acts as a lessor, it classifies at lease inception (or when there is a lease modification) each of its leases as either an operating lease or a finance lease.

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. When a contract contains lease and non-lease components, the Group allocates the consideration in the contract to each component on a relative stand-alone selling price basis. Rental income is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Investments and other financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income, and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15 in accordance with the policies set out for "Revenue recognition" below.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

The Group recognises an allowance for expected credit losses ("ECLs") for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

For debt investments at fair value through other comprehensive income, the Group applies the low credit risk simplification. At each reporting date, the Group evaluates whether the debt investment is considered to have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In making that evaluation, the Group reassesses the external credit ratings of the debt investment. In addition, the Group considers that there has been a significant increase in credit risk when contractual payments are more than 30 days past due.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables, interest-bearing bank and other borrowings, and lease liabilities.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss. The net fair value gain or loss recognised in the statement of profit or loss does not include any interest charged on these financial liabilities, which is included in finance costs.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included as finance costs in the statement of profit or loss.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

– I-28 –

本文件为草拟本，内容尚未完备，可予更改，所载资料必须与本文件封面所载「警告」一节一并阅读。

附录一

会计师报告

当集团已将收取资产现金流量的权利转让或订立了过手安排，集团须评估其是否已转让以及在多大程度上转让了该资产所有权的风险和报酬。当集团既未转让亦未保留资产绝大部分风险和报酬，亦未转让资产控制权时，集团将在其持续涉入的范围内继续确认已转让资产。在此情况下，集团亦确认一项相关负债。已转让资产及相关负债按反映集团所保留权利和义务的基础进行计量。

以对已转让资产提供担保形式的持续涉入，按资产原账面价值与集团可能须偿还的最高代价金额两者中的较低者进行计量。

金融资产减值

集团对所有并非以公允价值计入损益的债务工具确认预期信用损失（"ECL"）拨备。ECL乃根据合同规定应收的合同现金流量与集团预期收取的所有现金流量之间的差额，以原实际利率的近似值贴现计算。预期现金流量将包括出售所持抵押品或属合同条款组成部分的其他信用增级工具所产生的现金流量。

一般方法

ECL分两个阶段确认。对于自初始确认以来信用风险并无显著增加的信贷风险敞口，按未来12个月内可能发生的违约事件所产生的信用损失计提ECL（12个月ECL）。对于自初始确认以来信用风险已显著增加的信贷风险敞口，不论违约时间，均须就该敞口剩余存续期内预期的信用损失计提损失拨备（存续期ECL）。

于每个报告日期，集团评估金融工具的信用风险自初始确认以来是否已显著增加。在作出评估时，集团将该金融工具于报告日期发生违约的风险与于初始确认日期发生违约的风险进行比较，并考虑在无需付出过多成本或努力的情况下可获得的合理且可支持的信息，包括历史及前瞻性信息。

当合同款项逾期90天时，集团视该金融资产为违约。然而，在某些情况下，当内部或外部信息显示集团在未考虑所持任何信用增级工具的情况下不太可能收回全部未偿还合同金额时，集团亦可能将该金融资产视为违约。当收回合同现金流量不存在合理预期时，金融资产予以注销。

以摊余成本计量的金融资产须采用一般方法进行减值，并划分为以下阶段以计量ECL，但应收贸易款项及合同资产除外，该等项目采用如下详述的简化方法。

第一阶段 — 自初始确认以来信用风险并无显著增加的金融工具，其损失拨备按相当于12个月ECL的金额计量

第二阶段 — 自初始确认以来信用风险已显著增加但并非已发生信用减值的金融资产的金融工具，其损失拨备按相当于存续期ECL的金额计量

第三阶段 — 于报告日期已发生信用减值（但并非购买或初始确认时即已发生信用减值）的金融资产，其损失拨备按相当于存续期ECL的金额计量

Simplified approach

For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables, amounts due to related parties and interest-bearing bank and other borrowings and other liabilities.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at amortised cost (trade and other payables, and borrowings)

After initial recognition, trade and other payables, and interest-bearing and other borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in the statement of profit or loss.

Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. A financial guarantee contract is recognised initially as a liability at its fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.

Subsequent to initial recognition, the Group measures the financial guarantee contracts at the higher of: (i) the ECL allowance determined in accordance with the policy as set out in "Impairment of financial assets"; and (ii) the amount initially recognised less, when appropriate, the cumulative amount of income recognised.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

附录 I

会计师报告

金融负债的终止确认 当金融负债的义务获得解除、撤销或到期时，该金融负债予以终止确认。

当现有金融负债被同一贷款人以实质上不同的条款替换，或现有负债的条款被实质性修改时，此类交换或修改视为原负债的终止确认及新负债的确认，两者账面金额之间的差额在损益表中予以确认。

金融工具的抵销 若对已确认金额存在当前可执行的法定抵销权利，且有意以净额结算，或同时变现资产并结清负债，则金融资产和金融负债相互抵销，并在财务状况表中列报净额。

可交换债券 可交换债券是一种混合债务证券，赋予持有人权利（但非义务），可在未来某一日期及特定条件下，将债券兑换为发行人以外的其他公司股份。

初始确认时，可交换债券分拆为金融负债部分及代表交换期权的嵌入衍生工具。金融负债部分按不含交换特征的同类债务工具的现行市场利率为基础的公允价值计量，其后采用实际利率法按摊余成本计量。代表持有人将债券兑换为第三方股份之权利的嵌入衍生工具，在初始确认及其后均按公允价值计量且其变动计入损益，公允价值变动在损益中确认。交换期权行使或到期时，金融负债及衍生工具的账面金额予以终止确认，由此产生的任何损益在损益中确认。

衍生金融工具及套期会计 初始确认及后续计量 衍生工具在签订衍生合同之日按公允价值初始确认，并于每个报告期末重新计量至其公允价值。本集团将某些衍生工具指定为现金流量套期中针对外汇风险及大宗商品价格风险的套期工具。

衍生工具公允价值变动产生的任何损益直接计入损益表，但现金流量套期的有效部分除外——该部分在其他综合收益中确认，待被套期项目影响损益时再重新分类至损益。

在套期关系开始时，本集团正式指定并记录其拟应用套期会计的套期关系、风险管理目标及实施套期的策略。

该文件包括对套期工具、被套期项目、被套期风险性质的识别，以及本集团将如何评估套期关系是否符合套期有效性要求（包括对套期无效性来源的分析及套期比率的确定方式）。套期关系若满足以下所有有效性要求，则符合套期会计的条件：

• 被套期项目与套期工具之间存在经济关系。

• 信用风险的影响不主导源于该经济关系的价值变动。

• 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对该数量被套期项目进行套期的套期工具数量所得出的套期比率相同。

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本文件为草稿形式，内容不完整且可能变动，相关信息须与本文件封面"警告"一节共同阅读。

附录 I

会计师报告

现金流量套期

被指定并符合现金流量套期条件的衍生工具及其他合格套期工具的公允价值变动的有效部分，在其他综合收益中确认，并在"现金流量套期"项下累计，以套期开始以来被套期项目的公允价值累积变动为限。与无效部分相关的利得或损失立即在损益中确认，并包含在"其他利得和损失"行项目中。

此前在其他综合收益中确认并在权益中累计的金额，在被套期项目影响损益的期间，按与已确认的被套期项目相同的列示方式重新分类至损益。但是，当被套期的预期交易导致确认一项非金融资产或非金融负债时，此前在其他综合收益中确认并在权益中累计的利得和损失将从权益中转出，并计入该非金融资产或非金融负债成本的初始计量。该转移不影响其他综合收益。此外，如果本集团预期累计在现金流量套期储备中的损失将来部分或全部无法收回，则该金额立即重新分类至损益。

本集团仅在套期关系（或其一部分）不再满足资格标准时（如适用，在重新平衡后）才停止套期会计处理。这包括套期工具到期、出售、终止或行使等情形。停止套期会计处理采用前瞻性处理方法。在此时点于其他综合收益中确认并累计在现金流量套期储备中的任何利得或损失仍保留在权益中，并在预期交易发生时重新分类至损益。当预期交易预计不再发生时，累计在现金流量套期储备中的利得或损失立即重新分类至损益。

库存股

由本公司或本集团回购并持有的自身权益工具（库存股）按成本直接在权益中确认。本集团回购、出售、发行或注销自身权益工具时，在损益表中不确认任何利得或损失。

存货

存货按成本与可变现净值孰低者计量。成本采用加权平均法确定；在产品和产成品的成本还包括直接材料、直接人工及适当比例的间接费用。可变现净值以估计售价为基础，减去估计的完工及销售所需发生的费用。

现金及现金等价物

财务状况表中的现金及现金等价物包括库存现金、银行存款，以及期限一般在三个月以内、可随时转换为已知金额现金、价值变动风险极小且持有目的为满足短期现金承付需要的短期高流动性存款。

在合并现金流量表中，现金及现金等价物包括库存现金、银行存款及如上定义的短期存款，构成本集团现金管理的组成部分。

拨备

当过去事项导致现时义务（法定或推定）的产生，且很可能需要流出经济资源以清偿该义务，并且能够可靠估计该义务的金额时，确认一项拨备。

当折现的影响重大时，拨备的确认金额为各报告期末预期清偿该义务所需未来支出的现值。因时间推移而产生的折现现值增加额计入损益表中的财务费用。

— I-31 —

本文件为草稿形式，内容不完整，可能发生变更，阅读本文件所载资料时必须一并参阅本文件封面所载"警告"一节。

附录一

会计师报告

所得税

所得税包括当期税和递延税。与在损益以外确认的项目相关的所得税，亦在损益以外确认，即在其他综合收益中确认或直接在权益中确认。

当期税项资产及负债按预期可从税务机关收回或向其支付的金额计量，以各报告期末已颁布或实质上已颁布的税率（及税法）为基础，同时考虑本集团经营所在国家现行的解释和惯例。

递延税采用负债法，就各报告期末资产和负债的税基与其财务报告账面价值之间的所有暂时性差异进行拨备。

递延税负债就所有应纳税暂时性差异予以确认，但以下情况除外：

• 递延税负债源于商誉的初始确认，或源于非企业合并交易中资产或负债的初始确认，且在交易时既不影响会计利润也不影响应税损益，亦不产生等额的应纳税及可抵扣暂时性差异；以及

• 与对子公司、联营公司及合营企业投资相关的应纳税暂时性差异，且能够控制暂时性差异转回的时间，并且该暂时性差异在可预见的未来很可能不会转回。

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

附录一

会计师报告

递延所得税资产就所有可抵扣暂时性差异、未使用税务抵免结转及任何未使用税务亏损结转予以确认。递延所得税资产的确认以很可能获得足够的应税利润，可用于抵扣可抵扣暂时性差异、未使用税务抵免结转及未使用税务亏损结转为限，但下列情况除外：

•

当与可抵扣暂时性差异相关的递延所得税资产产生于非业务合并交易中资产或负债的初始确认，且于交易时既不影响会计利润亦不影响应税利润或亏损，亦不产生等额应税及可抵扣暂时性差异；及

•

就与附属公司、联营公司及合营企业投资相关的可抵扣暂时性差异，递延所得税资产仅在很可能于可预见将来转回该暂时性差异且将有足够应税利润可用以利用该暂时性差异时方予确认。

递延所得税资产的账面金额于每个往绩记录期末进行审查，并在不再很可能获得足够应税利润以允许递延所得税资产全部或部分得到利用时予以减少。未确认的递延所得税资产于每个往绩记录期末重新评估，并在很可能获得足够应税利润以允许递延所得税资产全部或部分得到收回时予以确认。

递延所得税资产及负债按预期适用于资产变现或负债清偿期间的税率计量，该税率以每个往绩记录期末已颁布或实质上已颁布的税率（及税法）为基础。

递延所得税资产及递延所得税负债仅在以下情况下方可相互抵销：本集团拥有可强制执行的法律权利以抵销当期所得税资产及当期所得税负债，且递延所得税资产及递延所得税负债与同一税务机关就同一应税实体或不同应税实体征收的所得税相关，而相关实体意图以净额基准清偿当期所得税负债及资产，或在预期清偿或收回重大递延所得税负债或资产金额的每个未来期间同时变现资产及清偿负债。

– I-32 –

本文件为草拟本，内容尚未完备，可能作出更改，其所载资料必须与本文件封面所载「警告」一节一并阅读。

附录一

会计师报告

政府补助

政府补助于有合理保证将收到该补助且所有附带条件将获遵守时，按其公允价值予以确认。当补助与费用项目相关时，其在拟补偿的相关费用被确认为支出的期间内，按系统性基础确认为收入。

当补助与资产相关时，其公允价值贷记递延收益账户，并按相关资产的预计使用年限以等额年度分期方式转入损益表，或从资产账面金额中扣除，并以减少折旧费用的方式转入损益表。

收入确认

来自客户合同的收入

来自客户合同的收入于商品控制权转移至客户时确认，确认金额反映本集团预期有权就所交换商品收取的对价。

以下为本集团各收入来源的会计政策说明：

(a)

国内商品销售收入于本集团按照合同条款将产品交付客户，并收到客户的验收及其他收货证明时予以确认。

(b)

海外商品销售收入于本公司按照合同条款就相关货物进行报关，并取得海关放行或收到客户的验收及其他收货证明时予以确认。

本集团基于期望值或最可能发生的金额对可变对价作出最佳估计，前提是包含可变对价的交易价格不超过在相关不确定性消除时，高度可能不会发生累计已确认收入重大转回的金额。

其他收入

利息收入按实际利率法以权责发生制确认，该利率能将金融工具预计存续期间（如适用，可为更短期间）内的预计未来现金收入精确折现至金融资产的账面净值。

合同资产

若本集团在根据合同条款无条件获得对价权利之前，已通过向客户转让商品履行了合同义务，则就已赚取但附有条件的对价确认合同资产。合同资产须进行减值评估，相关详情载于金融资产减值的会计政策。当收取对价的权利变为无条件时，合同资产重新分类为贸易应收款。

合同负债

当本集团在转让相关商品前收到或应收（以较早者为准）客户款项时，确认合同负债。合同负债于本集团履行合同义务时（即将相关商品的控制权转移至客户时）确认为收入。

– I-33 –

APPENDIX I

ACCOUNTANTS' REPORT

以股份为基础的付款 本公司设有一项购股权计划。本集团的雇员（包括董事）以股份为基础的付款形式收取薪酬，即雇员以提供服务换取权益工具（「以权益结算的交易」）。与雇员进行的以权益结算交易的成本，按授出日期的公平值计量。公平值由外部估值人员采用二项式模型厘定，详情载于历史财务资料附注36。

以权益结算交易的成本在绩效及╱或服务条件获达成的期间内，在雇员福利开支中确认，并相应增加权益。于各业绩记录期结束时至归属日期，就以权益结算交易所确认的累计开支，反映归属期已届满的程度，以及本集团对最终归属权益工具数量的最佳估计。期内损益表的支出或贷项，代表于该期初及期末所确认的累计开支变动。

厘定授出日期的奖励公平值时，不会将服务及非市场绩效条件考虑在内，惟有关条件获达成的可能性，已作为本集团对最终归属权益工具数量最佳估计的一部分加以评估。市场绩效条件已反映于授出日期公平值内。附加于奖励但无相关服务规定的任何其他条件，均视为非归属条件。非归属条件已反映于奖励的公平值内，并导致即时将奖励列为开支，除非同时附有服务及╱或绩效条件。

对于因未能达到非市场绩效及╱或服务条件而最终未能归属的奖励，不会确认任何开支。倘奖励包含市场或非归属条件，则无论市场或非归属条件是否获达成，只要所有其他绩效及╱或服务条件均获达成，有关交易均视为已归属处理。

如以权益结算奖励的条款经修改，在达到奖励原有条款的情况下，最低限度须确认一项开支，犹如条款未经修改一样。此外，就任何令股份为基础付款总公平值增加的修改，或于修改日期计量对雇员而言属于其他有利的修改，须确认一项开支。如以权益结算奖励遭取消，则视为于取消日期已归属，而奖励尚未确认的任何开支须即时确认。

未行使购股权的摊薄效应，于计算每股盈利时反映为额外股份摊薄。

雇员福利 退休金计划 本集团在中国内地经营的附属公司的雇员须参与由当地市政府营运的中央退休金计划。该等附属公司须将其薪酬成本的若干比例缴纳至中央退休金计划。有关供款根据中央退休金计划的规则于应付时在损益中列支。

借贷成本 直接归因于取得、建造或生产合资格资产（即须耗用相当长时间方可备妥供其预定用途或出售的资产）的借贷成本，资本化为该等资产成本的一部分。当有关资产基本上备妥供其预定用途或出售时，该等借贷成本的资本化即告终止。所有其他借贷成本于产生时在相关期间列为开支。借贷成本包括实体因借入资金而产生的利息及其他成本。

股息 末期股息于股东在股东大会上批准时确认为负债。

– I-34 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

可转换债券 本公司发行可转换公司债券作为同时包含负债成分和权益成分的复合金融工具。可转换公司债券持有人可选择将其转换为本公司普通股。

初始确认时，负债成分按其公允价值计量。权益成分按剩余金额计量，即发行可转换公司债券所收取的款项与负债成分公允价值之间的差额。直接可归属的交易费用按各成分各自公允价值的比例分摊至负债成分和权益成分。

初始确认后，负债成分采用实际利率法按摊余成本计量，利息费用在损益中确认。权益成分在初始确认后不再重新计量，并在可转换公司债券转换或赎回之前在权益中确认。

若可转换公司债券转换为普通股，则此前在权益中确认的金额连同转换日负债成分的账面价值，作为所发行股份的对价转入股本及资本公积。

外币 历史财务资料以人民币列示，人民币为本公司的功能货币。集团各实体各自确定其功能货币，各实体历史财务资料所包含的项目均以该功能货币计量。集团各实体记录的外币交易最初按交易日各自功能货币汇率入账。以外币计价的货币性资产和负债按各跟踪记录期末的功能货币兑换汇率折算。货币性项目结算或折算时产生的差额在损益表中确认。

以外币按历史成本计量的非货币性项目按初始交易日的汇率折算。以外币按公允价值计量的非货币性项目按公允价值计量日的汇率折算。以公允价值计量的非货币性项目折算产生的利得或损失，与该项目公允价值变动利得或损失的确认保持一致（即公允价值利得或损失在其他综合收益或损益中确认的项目，其折算差额亦分别在其他综合收益或损益中确认）。

境外子公司及联营公司的功能货币为人民币以外的货币。于各跟踪记录期末，该等实体的资产及负债按跟踪记录期末的汇率折算为人民币，其损益表按接近交易日汇率的汇率折算为人民币。

由此产生的汇兑差额在其他综合收益中确认并累计于汇兑波动储备，但归属于非控制权益的差额部分除外。处置境外业务时，储备中与该境外业务相关的累计金额在损益表中确认。

收购境外业务时产生的任何商誉以及收购时对资产和负债账面价值的任何公允价值调整，均作为境外业务的资产和负债，按期末汇率折算。

就综合现金流量表而言，境外子公司的现金流量按现金流量发生日的汇率折算为人民币。境外子公司在年内经常性发生的现金流量按年度加权平均汇率折算为人民币。

– I-35 –

本文件为草稿，尚未完成，如有更改，其中资料须与本文件封面所载"警告"一节一并阅读。

附录一 3.

会计师报告

重要会计判断及估计

编制集团历史财务资料时，管理层须作出影响收入、费用、资产及负债列报金额及相关披露以及或有负债披露的判断、估计及假设。该等假设及估计存在的不确定性可能导致日后须对受影响资产或负债的账面价值作出重大调整。

估计不确定性 下文描述于各跟踪记录期末与未来相关的关键假设及其他估计不确定性的关键来源，该等假设及来源在下一财政年度内导致资产及负债账面价值须作出重大调整的风险较大。

对联营公司及合营公司投资的减值 集团一般根据《国际会计准则第28号——对联营公司及合营公司的投资》采用权益法核算其于联营公司的权益。若发现潜在减值的客观证据，管理层须根据《国际会计准则第36号——资产减值》对联营公司或合营公司净投资的账面价值进行减值测试。

联营公司或合营公司净投资可能已减值的客观证据事项包括：

•

联营公司或合营公司出现重大财务困难

• 违约行为，例如联营公司或合营公司拖欠或逾期付款

• 一个主体基于与其联营公司或合营公司财务困难相关的经济或法律原因，向联营公司或合营公司给予了其在正常情况下不会考虑给予的让步

• 联营公司或合营公司很可能进入破产程序或其他财务重组程序

• 联营公司经营所处的技术、市场、经济或法律环境发生重大不利变化

• 投资的公允价值长期低于其成本

本集团依据《国际会计准则第28号》对上述客观证据进行评估，该准则要求对初始确认后发生的一项或多项事件所产生的减值客观证据进行评价，且该等事件须对联营公司或合营公司净投资的预计未来现金流量产生影响。

在执行上述减值测试时，须通过估值技术确定可收回金额，即处置成本后的公允价值（市场法）与使用价值（折现现金流量法）两者中的较高者。

就市场法而言，管理层须识别可比资产或交易，并就规模、时间及市场条件差异进行调整，同时考量市场参与者所采用的假设。就折现现金流量法而言，管理层须根据资产当前状况估计未来收入、成本及必要投资，选取能公平反映市场风险及货币时间价值的折现率，并确定合理的预测期间及长期增长假设。上述步骤涉及管理层的重大估计，可能对用于减值测试的最终估值产生重大影响。

– I-36 –

本文件为草拟本，内容尚未完整，可能作出更改，所载资料必须与本文件封面"警告"一节合并阅读。

附录一

会计师报告

**物业、厂房及设备及使用权资产的减值**

物业、厂房及设备及使用权资产按成本减累计折旧及减值（如有）列账。在判断资产是否存在减值时，本集团须作出判断及估计，尤其是在评估以下方面：(1) 是否发生了可能影响资产价值的事件或存在相关迹象；(2) 资产账面价值能否得到可收回金额的支持，在使用价值情况下，即根据资产持续使用所估计的未来现金流量的净现值；及 (3) 估计可收回金额时所适用的关键假设，包括现金流量预测及适当的折现率。当无法估计单项资产（包括使用权资产）的可收回金额时，本集团将估计该资产所属现金产生单元的可收回金额。折现率或现金流量预测中增长率等假设及估计的变动，可能对可收回金额产生重大影响。

**存货的可变现净值**

存货的可变现净值以正常经营过程中的估计售价减去估计完工成本及适用销售费用为基础确定。上述估计以当前市场状况及销售同类商品的历史经验为依据，可能因市场状况变化而发生重大改变。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。

截至2022年、2023年、2024年12月31日及2025年9月30日，存货账面金额分别为人民币8,587,981千元、人民币6,316,007千元、人民币5,251,442千元及人民币6,006,079千元。

**贸易应收款项预期信用损失的拨备**

本集团采用拨备矩阵计算贸易应收款项的预期信用损失。拨备率根据具有相似损失模式的各类客户群组的逾期天数厘定。

拨备矩阵最初基于本集团历史观察所得的违约率。本集团将对矩阵进行校准，以将前瞻性信息纳入历史信用损失经验的调整。历史观察违约率、预测经济状况与预期信用损失之间相关性的评估属于重大估计。预期信用损失金额对情况变化及预测经济状况敏感。本集团的历史信用损失经验及经济状况预测亦未必能反映客户未来的实际违约情况。有关本集团贸易应收款项预期信用损失的信息于历史财务资料附注26中披露。

**4. 经营分部信息**

经营分部的呈报方式与提供给主要经营决策者的内部报告一致。本集团管理层基于内部组织架构、管理需要及内部报告体系，将本集团业绩作为单一经营分部进行审阅。无需就各可报告分部的分部业绩进行单独分析。

– I-37 –

本文件为草拟本，内容尚未完整，可能作出更改，所载资料必须与本文件封面"警告"一节合并阅读。

附录一　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　会计师报告

**5. 收入**

**(a) 收入分类信息**

| | 截至12月31日止年度 | | | 截至9月30日止九个月 | | |---|---|---|---|---|---| | | 2022年 | 2023年 | 2024年 | 2024年 | 2025年 | | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元（未经审核） | 人民币千元 | | | 8,513,451 | 18,250,702 | 9,432,103 | 4,740 | |

8,362,121 23,983,868 16,340,210 12,192

10,322,161 19,167,242 19,026,922 20,820

7,477,734 13,439,902 13,061,742 12,023

8,257,656 19,606,957 17,068,656 13,709

36,200,996

48,698,391

48,537,145

33,991,401

44,946,978

Revenue from other sources Interest income from loans from an associate ў ў

102,952

85,196

77,412

57,876

54,540

Total ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

36,303,948

48,783,587

48,614,557

34,049,277

45,001,518

Geographical markets Mainland China ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Other countries/regions ў ў ў ў ў ў ў ў ў ў ў ў ў

23,674,165 12,629,783

35,482,428 13,301,159

36,823,166 11,791,391

25,678,355 8,370,922

34,492,298 10,509,220

Total ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

36,303,948

48,783,587

48,614,557

34,049,277

45,001,518

Timing of recognition At a point in time ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Over time ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

36,200,639 103,309

48,696,593 86,994

48,382,737 231,820

33,990,067 59,210

44,941,985 59,533

36,303,948

48,783,587

48,614,557

34,049,277

45,001,518

Revenue from contracts with customers within the scope of IFRS 15 Disaggregated by major products or services line Consumer batteries ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Power batteries 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 Others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

(b)

Information about major customers

Revenue from customers which individually contributed over 10% of the Group's revenue during the Track Record Period is as follows:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | Revenue from major customers | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Customer A ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 5,869,387 | 6,966,827 | N/A* | N/A* | N/A* |

* Revenue from this customer amounted to less than 10% of the Group's revenue for the year ended 31 December 2024 and the nine months ended 30 September 2024 and 2025.

– I-38 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

(c)

Transaction price allocated to the remaining performance obligation for contracts with customers

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) and the expected timing of recognising revenue is as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Within one year 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 | 953,688 | 340,177 | 323,223 | 488,237 | | After one year 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 | 13,283 | 57,219 | 43,908 | 35,229 | | | 966,971 | 397,396 | 367,131 | 523,466 |

6.

OTHER INCOME AND OTHER GAINS AND LOSSES, NET

(a)

Other income

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Government grants* ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 1,021,111 | 1,778,146 | 1,396,346 | 1,020,919 | 670,663 | | Interest income ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 73,721 | 200,306 | 167,212 | 127,850 | 82,009 | | Others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 1,555 | 6,946 | 3,888 | 3,888 | 4,199 | | | 1,096,387 | 1,985,398 | 1,567,446 | 1,152,657 | 756,871 |

* The government grants were mainly incentives provided by local government authorities in the PRC, including various forms of government financial incentives and preferential tax treatments, to reward the Group's support and contribution for the development of local economies. There are no unfulfilled conditions or contingencies relating to these grants.

(b)

Other gains and (losses), net

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Fair value (losses)/gains on financial assets at FVTPL ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (13,402) | 12,364 | (12,987) | (12,383) | 3,105 | | Investment (losses)/income on financial assets at FVTPL ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (115,152) | 106,212 | 131,427 | 85,886 | 119,203 | | Hedge ineffectiveness in cash flow hedges ў ў ў | – | (167,224) | 3,160 | 18,337 | 5,114 | | Foreign exchange difference, net ў ў ў ў ў ў ў ў | 193,498 | 92,014 | 55,936 | 382 | (97,948) | | Loss on disposal of property, plant and equipment, right-of-use assets and intangible assets ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (22,521) | (40,950) | (72,041) | (41,551) | (75,029) | | Gains on disposal/deemed disposal of investments in associates, net ў ў ў ў ў ў ў ў | – | 3,595 | 30 | – | 463,644 | | Gain on disposal of financial assets at FVTOCI ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | – | – | – | – | 1,961 | | Provision for inventory ў ў ў ў ў ў ў ў ў ў ў ў ў | (119,240) | (363,243) | (46,467) | 31,465 | 12,219 | | Impairment loss on investment in an associate ў | – | – | – | – | (16,346) | | Others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 2,236 | 9,548 | (822) | (1,415) | 4,390 | | | (74,581) | (347,684) | 58,236 | 80,721 | 420,313 |

– I-39 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

7.

RESEARCH AND DEVELOPMENT EXPENSES

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Employee benefit expenses ў ў ў ў ў ў ў ў ў ў ў | 1,019,439 | 1,270,944 | 1,348,615 | 967,571 | 770,923 | | Material costs ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 632,514 | 717,775 | 519,245 | 446,117 | 400,761 | | Others ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 501,183 | 742,918 | 1,074,448 | 758,574 | 700,358 | | | 2,153,136 | 2,731,637 | 2,942,308 | 2,172,262 | 1,872,042 |

8.

PROFIT BEFORE TAX

The Group's profit before tax is arrived at after charging/(crediting):

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | Notes | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 |

Cost of inventories recognised as an expense Depreciation of property, plant and equipment Depreciation of right-of-use assets Amortisation of intangible assets Loss on disposal of property, plant and equipment, right-of-use assets and intangible assets Provision of inventory Employee benefit expenses (excluding directors' and chief executive's remuneration (note 10): Wages, salaries and other allowances Equity-settled share-based payment expenses Pension scheme contributions and social welfare

Impairment of trade and bills receivables Impairment of contract assets Impairment/(reversal of impairment) of prepayments, other receivables and other assets Impairment loss on investment in an associate Foreign exchange differences, net Expense relating to short-term leases

| | | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---|---| | | | 2022 | 2023 | 2024 | 2024 | 2025 | | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (unaudited) | RMB'000 | | Cost of inventories recognised as an expense | | 30,518,110 | 40,664,274 | 40,149,208 | 28,249,638 | 37,821,584 | | Depreciation of property, plant and equipment | 15 | 915,438 | 1,320,748 | 2,412,887 | 1,497,851 | 2,196,050 | | Depreciation of right-of-use assets | 16(a) | 58,333 | 69,637 | 79,520 | 52,372 | 57,979 | | Amortisation of intangible assets | 17 | 65,642 | 73,277 | 99,322 | 70,091 | 101,335 | | Loss on disposal of property, plant and equipment, right-of-use assets and intangible assets | | 22,521 | 40,950 | 72,041 | 41,551 | 75,029 | | Provision of inventory | | 119,240 | 363,243 | 46,467 | (31,465) | (12,219) | | Wages, salaries and other allowances | | 2,805,429 | 3,771,072 | 4,133,608 | 2,800,034 | 3,414,241 | | Equity-settled share-based payment expenses | | 616,834 | 443,262 | (73,363) | (89,706) | 838,315 | | Pension scheme contributions and social welfare | | 350,619 | 467,385 | 549,627 | 391,135 | 424,675 | | | | 3,772,882 | 4,681,719 | 4,609,872 | 3,101,463 | 4,677,231 | | Impairment of trade and bills receivables | 26 | 196,217 | 177,051 | 268,715 | 73,095 | 287,437 | | Impairment of contract assets | | 7,016 | 1,672 | 1,775 | 898 | 11,276 | | Impairment/(reversal of impairment) of prepayments, other receivables and other assets | 22 | 1,550 | 1,651 | (433) | (841) | 2,751 | | Impairment loss on investment in an associate | | – | – | – | – | 16,346 | | Foreign exchange differences, net | | (193,498) | (92,014) | (55,936) | (382) | 97,948 | | Expense relating to short-term leases | | 4,961 | 37,519 | 48,360 | 12,854 | 84,624 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

9. FINANCE COSTS

An analysis of finance costs is as follows:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (unaudited) | RMB'000 | | Interest on bank and other borrowings | 543,519 | 788,062 | 773,056 | 536,059 | 649,127 | | Interest on lease liabilities | 4,684 | 3,303 | 3,653 | 1,186 | 2,442 | | | 548,203 | 791,365 | 776,709 | 537,245 | 661,569 | | Less: interest capitalised | (156,026) | (314,851) | (141,637) | (89,610) | (121,446) | | | 392,177 | 476,514 | 635,072 | 447,635 | 540,123 |

10. DIRECTORS' AND CHIEF EXECUTIVE'S REMUNERATION

Directors' and chief executive's remuneration for the year/period, disclosed pursuant to the Listing Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, is as follows:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (unaudited) | RMB'000 | | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | 17,074 | 13,875 | 14,969 | 6,267 | 7,226 | | Equity-settled share-based payment expense | 7,961 | 13,648 | (3,002) | (10,136) | 37,684 | | Total | 25,035 | 27,523 | 11,967 | (3,869) | 44,910 |

(a) Independent non-executive directors

Mr. Tang Yong, Mr. Zhan Qijun, Ms. Li Chunge, Ms. Lei Qiaoping and Mr. Wang Yuelin were appointed as independent non-executive directors of the Company.

Year ended 31 December 2022

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Mr. Tang Yong | 83 | – | 83 | | Mr. Zhan Qijun | 17 | – | 17 | | Ms. Li Chunge | 17 | – | 17 | | Ms. Lei Qiaoping | 67 | – | 67 | | Mr. Wang Yuelin | 67 | – | 67 | | | 251 | – | 251 |

– I-41 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Year ended 31 December 2023 | | | | | Mr. Tang Yong | 100 | – | 100 | | Mr. Zhan Qijun | 100 | – | 100 | | Ms. Li Chunge | 100 | – | 100 | | | 300 | – | 300 |

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Year ended 31 December 2024 | | | | | Mr. Tang Yong | 120 | – | 120 | | Mr. Zhan Qijun | 120 | – | 120 | | Ms. Li Chunge | 120 | – | 120 | | | 360 | – | 360 |

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Nine months ended 30 September 2024 (unaudited) | | | | | Mr. Tang Yong | – | – | – | | Mr. Zhan Qijun | – | – | – | | Ms. Li Chunge | – | – | – |

– I-42 –

Nine months ended 30 September 2025 Mr. Tang Yong Mr. Zhan Qijun Ms. Li Chunge

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Equity-settled share-based payment expense RMB'000 | Total remuneration RMB'000 | |---|---|---|---| | | 100 | 90 | – | 90 | | | 100 | 90 | – | 90 | | | 100 | 90 | – | 90 | | **Total** | **270** | **–** | **270** |

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Equity-settled share-based payment expense RMB'000 | Total remuneration RMB'000 | |---|---|---|---| | | 90 | – | 90 | | | 90 | – | 90 | | | 90 | – | 90 | | **Total** | **270** | **–** | **270** |

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I (b)

ACCOUNTANTS' REPORT

Executive directors

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Equity-settled share-based payment expense RMB'000 | Total remuneration RMB'000 | |---|---|---|---| | **Year ended 31 December 2022** | | | | | **Executive directors:** | | | | | Dr. Liu Jincheng | 4,343 | 30 | 4,373 | | Mr. Liu Jianhua | 1,876 | 1,522 | 3,398 | | Ms. Jiang Min | 1,175 | 1,140 | 2,315 | | **Supervisors:** | | | | | Ms. Zhu Yuan | 1,092 | 79 | 1,171 | | Ms. Zeng Yongfang | 541 | 79 | 620 | | Mr. Tong Bo | 464 | (43) | 421 | | Mr. Yuan Zhongzhi | 439 | 30 | 469 | | **Chief executive:** | | | | | Mr. Sang Tian | 1,908 | 1,148 | 3,056 | | Mr. Huang Guomin | 1,037 | 1,159 | 2,196 | | Mr. Chen Zhuoying | 1,513 | 407 | 1,920 | | Mr. Wang Shifeng | 1,307 | 1,233 | 2,540 | | Ms. Li Mufen | 978 | 1,177 | 2,155 | | **Total** | **16,673** | **7,961** | **24,634** |

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Equity-settled share-based payment expense RMB'000 | Total remuneration RMB'000 | |---|---|---|---| | **Year ended 31 December 2023** | | | | | **Executive directors:** | | | | | Dr. Liu Jincheng | 4,344 | – | 4,344 | | Mr. Liu Jianhua | 1,856 | 4,156 | 6,012 | | Ms. Jiang Min | 997 | 2,610 | 3,607 | | **Supervisors:** | | | | | Ms. Zhu Yuan | 1,110 | – | 1,110 | | Ms. Zeng Yongfang | 504 | – | 504 | | Mr. Tong Bo | 623 | – | 623 | | **Chief executive:** | | | | | Mr. Sang Tian | 1,565 | 2,531 | 4,096 | | Mr. Huang Guomin | 1,052 | 2,537 | 3,589 | | Mr. Chen Zhuoying | 1,424 | 323 | 1,747 | | **Total** | **13,475** | **12,157** | **25,632** |

– I-43 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Equity-settled share-based payment expense RMB'000 | Total remuneration RMB'000 | |---|---|---|---| | **Year ended 31 December 2024** | | | | | **Executive directors:** | | | | | Dr. Liu Jincheng | 4,573 | – | 4,573 | | Mr. Liu Jianhua | 2,239 | (775) | 1,464 | | Ms. Jiang Min | 1,117 | (479) | 638 | | **Supervisors:** | | | | | Ms. Zhu Yuan | 1,570 | – | 1,570 | | Ms. Zeng Yongfang | 575 | – | 575 | | Mr. Tong Bo | 547 | – | 547 | | **Chief executive:** | | | | | Mr. Sang Tian | 1,415 | (625) | 790 | | Mr. Huang Guomin | 1,090 | (484) | 606 | | Mr. Chen Zhuoying | 1,363 | 852 | 2,215 | | **Total** | **14,489** | **(1,511)** | **12,978** |

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Equity-settled share-based payment expense RMB'000 | Total remuneration RMB'000 | |---|---|---|---| | **Nine months ended 30 September 2024 (unaudited)** | | | | | **Executive directors:** | | | | | Dr. Liu Jincheng | 1,162 | – | 1,162 | | Mr. Liu Jianhua | 990 | (3,160) | (2,170) | | Ms. Jiang Min | 593 | (1,868) | (1,275) | | **Supervisors:** | | | | | Ms. Zhu Yuan | 572 | – | 572 | | Ms. Zeng Yongfang | 293 | – | 293 | | Mr. Tong Bo | 298 | – | 298 | | **Chief executive:** | | | | | Mr. Sang Tian | 644 | (1,784) | (1,140) | | Mr. Huang Guomin | 590 | (1,782) | (1,192) | | Mr. Chen Zhuoying | 765 | (51) | 714 | | **Total** | **5,907** | **(8,645)** | **(2,738)** |

– I-44 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

(c)

ACCOUNTANTS' REPORT

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions RMB'000 | Equity-settled share-based payment expense RMB'000 | Total remuneration RMB'000 | |---|---|---|---|

Nine months ended 30 September 2025 Executive directors: Dr. Liu Jincheng ................................ 1,530 – 1,530 Mr. Liu Jianhua ................................ 1,292 12,425 13,717 Ms. Jiang Min ................................ 697 7,125 7,822 Ms. Zhu Yuan ................................ 290 – 290

Supervisors: Ms. Zhu Yuan ................................ 451 – 451 Ms. Zeng Yongfang ................................ 212 – 212 Mr. Tong Bo ................................ 223 – 223

Chief executive: Mr. Sang Tian ................................ 635 6,482 7,117 Mr. Huang Guomin ................................ 762 7,125 7,887 Mr. Chen Zhuoying ................................ 774 4,527 5,301

Total ................................ 6,866 37,684 44,550

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

Non-executive director

Year ended 31 December 2022 Dr. Ai Xinping ................................ 83 – 83 Mr. Yuan Huagang ................................ 67 – 67

Year ended 31 December 2023 Dr. Ai Xinping ................................ 150 – 150

– I-45 –

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

100 | 1,491 | 1,591

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

Year ended 31 December 2024 Dr. Ai Xinping ................................ 120 (1,491) (1,371)

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

Nine months ended 30 September 2024 (unaudited) Dr. Ai Xinping ................................ 90 (1,491) (1,401)

| | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | Equity-settled share-based payment expense | Total remuneration | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

Nine months ended 30 September 2025 Dr. Ai Xinping ................................ 90 – 90

Notes: (i) Mr. Yuan Huagang was retired as Non-executive director on 31 October 2022.

(ii) Mr. Yuan Zhongzhi was retired as Supervisor on 31 October 2022.

(iii) Mr. Wang Shifeng was retired as Chief executive on 31 October 2022.

(iv) Ms. Li Mufen was retired as Chief executive on 31 October 2022.

(v) Ms. Zhu Yuan was retired as Supervisor and appointed as Executive Director on 27 June 2025.

(vi) Ms. Zeng Yongfang was retired as Supervisor on 27 June 2025.

(vii) Mr. Tong Bo was retired as Supervisor on 27 June 2025.

(viii) Mr. Tang Yong was retired as Independent Non-executive director on 27 October 2025.

(ix) Mr. Zhan Qijun was retired as Independent Non-executive director on 27 October 2025.

(x) Mr. Xie Shisong was appointed as Independent Non-executive director on 27 October 2025.

(xi) Mr. Du Xiaopeng was appointed as Independent Non-executive director on 27 October 2025.

– I-46 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

(d) Directors' material interests in transactions, arrangements or contracts

No significant transactions, arrangements and contracts in relation to the Group's business to which the Company was a party and in which a director of the Company and the director's connected party had a material interest, whether directly or indirectly, subsisted at the end of the year/period or at any time during the Track Record Period.

11. FIVE HIGHEST PAID EMPLOYEES

The five highest paid employees for the years ended 31 December 2022, 2023, 2024 and nine months ended 30 September 2024 (unaudited) and 2025 included 1 director, 0 director, 1 director, 1 director and 1 director, respectively. Details of those directors' remuneration are set out in note 10 above. Details of the remuneration for the Track Record Period of the highest paid employees who are neither a director nor chief executive of the Company are as follows:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (unaudited) | RMB'000 | | Fees, salaries, allowances, discretionary bonuses, benefits in kind and retirement scheme contributions | 6,057 | 11,348 | 14,647 | 5,409 | 3,280 | | Equity-settled share-based payment expense | 14,343 | 25,874 | 3,298 | 249 | 75,561 | | Total | 20,400 | 37,222 | 17,945 | 5,658 | 78,841 |

The number of non-director and non-chief executive highest paid employees whose remuneration fell within the following band is as follows:

| | Number of employees | | | | | |---|---|---|---|---|---| | | Year ended 31 December | | | Nine months ended 30 September | | | | 2022 | 2023 | 2024 | 2024 (unaudited) | 2025 |

(303,003)

(244,861)

–

–

6,695

–

–

(4,278)

20,979

4,019

(2,318)

(4,219)

60,270 (15,101)

81,085 553

54,434 (20,005)

4,541 (541)

(11,816) (501)

(173,769)

308,521

416,862

186,629

214,168

EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share attributable to owners of the Company is based on the following data: Nine months ended 30 September

Year ended 31 December 2022

2023

2024

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000 (unaudited)

RMB'000

Earnings: Profit for the year/period attributable to owners of the Company ў ў ў ў ў ў ў ў ў ў

2,940,208

4,082,302

3,716,249

2,886,165

2,596,124

Number of shares: Weighted average number of ordinary shares for the purpose of basic earnings per share

8,100,000,000

8,100,000,000

8,100,000,000

8,100,000,000

8,100,000,000

Effect of dilutive potential ordinary shares: Share options ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

–

–

–

–

–

Weighted average number of ordinary shares for the purpose of diluted earnings per share

8,100,000,000

8,100,000,000

8,100,000,000

8,100,000,000

8,100,000,000

– I-49 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

HK$500,001 to HK$1,000,000 ў ў ў ў ў ў ў ў ў HK$1,000,001 to HK$2,000,000 ў ў ў ў ў ў ў ў HK$2,000,001 to HK$4,000,000 ў ў ў ў ў ў ў ў HK$4,000,001 to HK$6,000,000 ў ў ў ў ў ў ў ў HK$6,000,001 to HK$8,000,000 ў ў ў ў ў ў ў ў HK$8,000,001 to HK$10,000,000 ў ў ў ў ў ў ў HK$10,000,001 to HK$12,000,000 ў ў ў ў ў ў ў HK$12,000,001 to HK$14,000,000 ў ў ў ў ў ў ў HK$14,000,001 to HK$16,000,000 ў ў ў ў ў ў ў HK$16,000,001 to HK$18,000,000 ў ў ў ў ў ў ў HK$18,000,001 to HK$20,000,000 ў ў ў ў ў ў ў

– – – 3 – 1 – – – – –

– – – – 3 1 1 – – – –

– – 2 1 1 – – – – – –

2 1 1 – – – – – – – –

– – – – – – – – – 3 1

– I-47 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 12.

ACCOUNTANTS' REPORT

INCOME TAX (CREDIT)/EXPENSE

The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which members of the Group are domiciled and operate. The Group's subsidiaries incorporated in Hong Kong were subject to Hong Kong profits tax at the rate of 16.5% on any estimated assessable profits arising in Hong Kong during the Track Record Period. Under the two-tiered profits tax regime, profits tax rate for the first HK$2 million of assessable profits of qualifying corporations established in Hong Kong will be taxed at 8.25%. Profits above HK$2 million will be subject to the tax rate of 16.5%. Therefore, one of the Group's subsidiaries incorporated in Hong Kong can enjoy a lower tax rate during the Track Record Period. Pursuant to the Corporate Income Tax Law of the PRC and the respective regulations (the "CIT Law"), the subsidiaries which operate in Mainland China are subject to CIT at a rate of 25% on the taxable income. Preferential tax treatment is available to the Company and certain subsidiaries since they are certified as High and New Technology Enterprises, and the Company and certain subsidiaries are subject to a preferential income tax rate of 15% for the three years ended 31 December 2022, 2023, 2024 and the nine months ended 30 September 2025. According to Caishui (2011) No. 58 "The notice on the tax policies of further implementation of the western region development strategy" (財稅[2011]58號"關於深入實施西部大開發戰略有關稅收政策問題的通知") issued by the Ministry of Finance (the "MOF"), the State Administration of Taxation (the "SAT") and the General Administration of Customs, companies set up in the western region and falling into the encouraged industry catalogue promulgated by the PRC government are entitled to a preferential tax rate of 15%. Jinhai Lithium (Qinghai) Co., Ltd and Qujing EVE Energy Co., Ltd. were set up in the western development region and fall into the encouraged industry catalogue, and therefore they are entitled to the foresaid preferential tax rate. According to relevant provisions of the Announcement of the Ministry of Finance and the State Administration of Taxation on Further Implementing the Preferential Income Tax Policies for Small and Micro Enterprises (《財政 部稅務總局關於進一步實施小微企業所得稅優惠政策的公告》) (Announcement No. 13 [2022] of the MOF and the SAT) and Further Support the Development of Small and Micro Enterprises and Individual Industrial and Commercial Households (《財政部稅務總局關於進一步支援小微企業和個體工商戶發展有關稅費政策的公告》) (Announcement No. 12 [2023] of the MOF and the SAT), from 1 January 2022 to 31 December 2027, the portion of annual taxable income of a small low-profit enterprise which exceeds RMB1 million but does not exceed RMB3 million shall be calculated at a reduced rate of 25% as taxable income amount and shall be subject to corporate income tax at 20%. Taxation for overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant countries.

| | Year ended 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Current tax | 183,193 | 397,542 | 420,808 | 358,307 | 491,403 | | Deferred tax (note 25) | (356,962) | (89,021) | (3,946) | (171,678) | (277,235) | | Total tax (credit)/charge for the year/period | (173,769) | 308,521 | 416,862 | 186,629 | 214,168 |

– I-48 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

A reconciliation of the tax (credit)/expense applicable to profit before tax at the statutory rate to the tax expense at the effective tax rate is as follows:

| | Year ended 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Profit before tax | 3,498,125 | 4,828,787 | 4,638,265 | 3,460,750 | 3,190,710 | | Tax at the statutory tax rate | 524,719 | 724,318 | 695,740 | 519,113 | 478,606 | | Different tax rate(s) for specific provinces or enacted by local authority | (191,494) | (85,267) | (40,476) | (43,519) | (89,164) | | Share of results of a joint venture and associates | (84,129) | (23,399) | (19,986) | (10,699) | (21,567) | | Adjustments in respect of current tax of previous periods | (26,842) | (24,028) | 66,956 | 15,524 | 99,515 | | Expenses not deductible for tax | 2,071 | 8,234 | 30,981 | 6,990 | 8,174 | | Super deduction for research and development expenses and depreciation | (438,085) | (393,401) | (361,501) | (303,003) | (244,861) | | Utilisation of tax losses not recognised previously | – | – | 6,695 | – | – | | Change in tax rate on the opening deferred tax balance | (4,278) | 20,979 | 4,019 | (2,318) | (4,219) | | Unrecognised temporary differences or tax losses during the year/period | 60,270 | 81,085 | 54,434 | 4,541 | (11,816) | | Others | (15,101) | 553 | (20,005) | (541) | (501) | | Tax (credit)/charge at the Group's effective tax rate | (173,769) | 308,521 | 416,862 | 186,629 | 214,168 |

13.

EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share attributable to owners of the Company is based on the following data:

| | Year ended 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Earnings: | | | | | | | Profit for the year/period attributable to owners of the Company | 2,940,208 | 4,082,302 | 3,716,249 | 2,886,165 | 2,596,124 | | Number of shares: | | | | | | | Weighted average number of ordinary shares for the purpose of basic earnings per share | 8,100,000,000 | 8,100,000,000 | 8,100,000,000 | 8,100,000,000 | 8,100,000,000 | | Effect of dilutive potential ordinary shares: | | | | | | | Share options | – | – | – | – | – | | Weighted average number of ordinary shares for the purpose of diluted earnings per share | 8,100,000,000 | 8,100,000,000 | 8,100,000,000 | 8,100,000,000 | 8,100,000,000 |

– I-49 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

(303,249)

(226,761)

–

(44,765)

(2,703)

(2,703)

–

–

107,809

2,911

–

(67,139)

45,931 (5,940)

6,219 32,801

4,893 40,047

6,204 (1,032)

21,755 10,749

(173,769)

308,521

416,862

186,629

214,168

DIVIDEND

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (unaudited) | RMB'000 | | | Note (a) | Note (b) | Note (c) | Note (c) | | | Final dividends | 303,505 | 326,845 | 1,020,382 | 1,020,382 | Note (d)(e) 1,518,943 |

Notes: (a)

The final dividends of RMB1.60 per 10 shares (tax inclusive) in respect of the year ended 31 December 2021 were approved in 2021 Annual General Meeting of the Company. It had not been recognised as a liability but reflected as an appropriation of retained profits for the year ended 31 December 2021. The final dividends were paid on 27 September 2022.

(b)

The final dividends of RMB1.60 per 10 shares (tax inclusive) in respect of the year ended 31 December 2022 were approved in 2022 Annual General Meeting of the Company. It had 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 11 July 2023.

(c)

The final dividends of RMB5.00 per 10 shares (tax inclusive) in respect of the year ended 31 December 2023 were approved in 2023 Annual General Meeting of the Company. It had 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 21 May 2024.

– I-49 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

14.

ACCOUNTANTS' REPORT

(d)

The final dividends of RMB5.00 per 10 shares (tax inclusive) in respect of the year ended 31 December 2024 were approved in 2024 Annual General Meeting of the Company. It had 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 19 May 2025.

(e)

The interim dividends of RMB2.45 per 10 shares (tax inclusive) in respect of the six months ended 30 June 2025 were approved by the Board of Directors on 21 August 2025. The interim dividends were paid on 17 September 2025.

EARNINGS PER SHARE

The calculation of the basic earnings per share 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 as these shares are not considered outstanding for EPS calculation purposes.

The Employee Incentive Plans of the Group have potential dilutive effect on the earnings per share. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding, excluding treasury shares, by the assumption of the conversion of all potential dilutive ordinary shares arising from Employee Incentive Plans (collectively forming the denominator for computing the diluted earnings per share).

The following reflects the earnings and share data used in the basic and diluted earnings per share computation:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | Earnings | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Profit for the year/period attributable to owners of the Company, used in the basic and diluted earnings per share calculation | 3,508,964 | 4,050,175 | 4,075,586 | 3,188,651 | 2,815,689 | | Finance costs saving on conversion of convertible corporate bonds outstanding | – | – | – | – | 4,250 | | Profit for the year/period attributable to owners of the Company, used in the diluted earnings per share calculation | 3,508,964 | 4,050,175 | 4,075,586 | 3,188,651 | 2,819,939 |

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | Number of shares | 2022 | 2023 | 2024 | 2024 (unaudited) | 2025 | | Weighted average number of ordinary shares used in the basic earnings per share calculation | 1,910,617,406 | 2,045,061,127 | 2,045,721,497 | 2,045,721,497 | 2,045,721,579 | | Effect of dilution: | | | | | | | Adjustments for dilutive potential ordinary shares arising from Employee Incentive Plans | 2,492,207 | 10,618,616 | 30,887,537 | – | 36,873,438 | | Effect of issuance of convertible corporate bonds | – | – | – | – | 98,704,371 | | Weighted average number of ordinary shares used in the diluted earnings per share calculation | 1,913,109,613 | 2,055,679,743 | 2,076,609,034 | 2,045,721,497 | 2,181,299,388 |

The computation of diluted earnings per share for the nine months period ended 30 September 2024 has not taken into consideration (1) the exercise of the Company's options, and (2) the subscription of restricted shares, as the effect is anti-dilutive.

– I-50 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 15.

ACCOUNTANTS' REPORT

PROPERTY, PLANT AND EQUIPMENT

The Group

| | Freehold land RMB'000 | Buildings RMB'000 | Machinery RMB'000 | Electronic equipment RMB'000 | Furniture and office equipment RMB'000 | Transportation equipment RMB'000 | Construction in progress RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---| | As at 1 January 2022: | | | | | | | | | | Cost | – | 2,408,886 | 6,569,271 | 361,484 | 121,888 | 62,818 | 3,362,392 | 12,886,739 | | Accumulated depreciation | – | (123,134) | (897,530) | (123,515) | (40,457) | (18,678) | – | (1,203,314) | | Net carrying amount | – | 2,285,752 | 5,671,741 | 237,969 | 81,431 | 44,140 | 3,362,392 | 11,683,425 | | | – | 2,285,752 | 5,671,741 | 237,969 | 81,431 | 44,140 | 3,362,392 | 11,683,425 | | | – | – | – | 5,541 | 16,233 | 10,514 | 13,706,343 | 13,738,631 | | | – | – | (209,130) | (19,264) | (10,009) | (628) | (113,123) | (352,154) | | | – | (77,015) | | | | | | |

(723,925)

(72,496)

(27,722)

(14,280)

–

(915,438)

–

1,343,098

1,980,256

209,627

87,507

37,495

(3,657,983)

–

Closing net carrying amount ў ў

–

3,551,835

6,718,942

361,377

147,440

77,241

13,297,629

24,154,464

As at 31 December 2022 and 1 January 2023 Cost ў ў ў ў ў ў ў ў ў ў ў ў Accumulated depreciation ў ў ў

– –

3,751,984 8,066,595 (200,149) (1,347,653)

539,073 (177,696)

208,781 (61,341)

109,437 (32,196)

13,297,629 –

25,973,499 (1,819,035)

Net carrying amount ў ў ў ў ў

–

3,551,835

6,718,942

361,377

147,440

77,241

13,297,629

24,154,464

– 79,416 –

3,551,835 – –

6,718,942 – (16,317)

361,377 18,260 (1,319)

147,440 16,092 (1,680)

77,241 4,997 (8,308)

13,297,629 24,154,464 13,036,735 13,155,500 (160,608) (188,232)

–

(139,007) (1,008,460)

(106,443)

(40,265)

(26,573)

–

(1,320,748)

–

3,566,875

7,982,488

300,090

59,100

212,125

(12,120,678)

–

Closing net carrying amount ў ў

79,416

6,979,703

13,676,653

571,965

180,687

259,482

14,053,078

35,800,984

As at 31 December 2023 and 1 January 2024 Cost ў ў ў ў ў ў ў ў ў ў ў ў Accumulated depreciation ў ў ў

79,416 –

7,318,860 15,995,279 (339,157) (2,318,626)

852,965 (281,000)

280,658 (99,971)

314,515 (55,033)

14,053,078 –

38,894,771 (3,093,787)

Net carrying amount ў ў ў ў ў

79,416

6,979,703

13,676,653

571,965

180,687

259,482

14,053,078

35,800,984

79,416 332,579 –

6,979,703 155,692 –

13,676,653 67,672 (339,475)

571,965 9,134 (3,259)

180,687 35,557 (660)

259,482 6,995 (254)

14,053,078 35,800,984 6,149,733 6,757,362 (176,056) (519,704)

–

(262,849) (1,881,031)

(153,004)

(49,889)

(66,114)

–

(2,412,887)

–

2,086,981

8,338,280

138,327

29,270

126,113

(10,718,971)

–

411,995

8,959,527

19,862,099

563,163

194,965

326,222

9,307,784

39,625,755

Year ended 31 December 2022 Opening net carrying amount ў Additions ў ў ў ў ў ў ў ў ў ў Disposals ў ў ў ў ў ў ў ў ў ў Depreciation provided during the year (note 8) ў ў ў ў ў ў Transfer from construction in progress ў ў ў ў ў ў ў ў ў ў

Year ended 31 December 2023 Opening net carrying amount ў Additions ў ў ў ў ў ў ў ў ў ў Disposals ў ў ў ў ў ў ў ў ў ў Depreciation provided during the year (note 8) ў ў ў ў ў ў Transfer from construction in progress ў ў ў ў ў ў ў ў ў ў

Year ended 31 December 2024 Opening net carrying amount ў Additions ў ў ў ў ў ў ў ў ў ў Disposals ў ў ў ў ў ў ў ў ў ў Depreciation provided during the year (note 8) ў ў ў ў ў ў Transfer from construction in progress ў ў ў ў ў ў ў ў ў ў Closing net carrying amount ў ў

– I-51 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | Freehold land | Buildings | Machinery | Electronic equipment | Furniture and office equipment | Transportation equipment | Construction in progress | Total | |---|---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

As at 31 December 2024 and 1 January 2025 Cost ў ў ў ў ў ў ў ў ў ў ў ў Accumulated depreciation ў ў ў

| | 411,995 – | 9,561,533 (602,006) | 23,526,446 (3,664,347) | 957,709 (394,546) | 336,016 (141,051) | 439,003 (112,781) | 9,307,784 – | 44,540,486 (4,914,731) |

Net carrying amount ў ў ў ў ў

| | 411,995 | 8,959,527 | 19,862,099 | 563,163 | 194,965 | 326,222 | 9,307,784 | 39,625,755 |

411,995 – –

8,959,527 – 153

19,862,099 349,278 (1,189,965)

563,163 73,131 (4,299)

194,965 20,693 (9,874)

326,222 11,779 (4,619)

9,307,784 8,003,722 –

39,625,755 8,458,603 (1,208,604)

(228,149) (1,745,542)

(120,125)

(43,357)

(58,877)

–

(2,196,050)

13,603

1,342,298

2,492,806

77,139

41,838

58,343

(4,026,027)

–

Closing net carrying amount ў ў

425,598

10,073,829

19,768,676

589,009

204,265

332,848

13,285,479

44,679,704

As at 30 September 2025 Cost ў ў ў ў ў ў ў ў ў ў ў ў Accumulated depreciation ў ў ў

| | 425,598 – | 10,903,831 (830,002) | 24,703,935 (4,935,259) | 1,098,984 (509,975) | 377,264 (172,999) | 488,157 (155,309) | 13,285,479 – | 51,283,248 (6,603,544) |

Net carrying amount ў ў ў ў ў

| | 425,598 | 10,073,829 | 19,768,676 | 589,009 | 204,265 | 332,848 | 13,285,479 | 44,679,704 |

Period ended 30 September 2025 Opening net carrying amount ў Additions ў ў ў ў ў ў ў ў ў ў Disposals ў ў ў ў ў ў ў ў ў ў Depreciation provided during the period (note 8) ў ў ў ў ў Transfer from construction in progress ў ў ў ў ў ў ў ў ў ў

The Group's buildings are located in the PRC and the carrying amounts of buildings amounted to RMB3,177,404,000, RMB4,947,815,000, RMB2,928,425,000 and RMB2,751,877,000 as at 31 December 2022, 2023, 2024 and 30 September 2025, respectively, are in the process of obtaining 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 properties and buildings, and therefore the aforesaid matter did not have any significant impact on the Group's consolidated statements of financial positions as at 31 December 2022, 2023, 2024 and 30 September 2025.

As at 31 December 2022, 2023, 2024 and 30 September 2025, property, plant and equipment with carrying values of RMB1,456,762,000, RMB1,692,196,000, RMB1,034,487,000 and RMB521,276,000 respectively, were pledged for borrowings.

– I-52 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

The Company

| | Buildings | Machinery | Electronic equipment | Furniture and office equipment | Transportation equipment | Construction in progress | Total | |---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

As at 1 January 2022: Cost ў ў ў ў ў ў ў ў ў ў ў ў Accumulated depreciation ў ў ў

| | 655,988 (56,566) | 1,082,923 (200,117) | 161,014 (70,275) | 65,875 (27,740) | 18,288 (9,549) | 304,865 – | 2,288,953 (364,247) |

Net carrying amount ў ў ў ў ў

599,422

882,806

90,739

38,135

8,739

304,865

1,924,706

599,422 – –

882,806 194,330 (53,110)

90,739 42,356 (36,462)

38,135 24,413 (11,977)

8,739 3,390 (263)

304,865 657,247 –

1,924,706 921,736 (101,812)

(20,636)

(141,056)

(20,364)

(9,609)

(4,046)

–

(195,711)

33,387

244,198

9,012

5,245

2,323

(294,165)

–

Closing net carrying amount

612,173

1,127,168

85,281

46,207

10,143

667,947

2,548,919

As at 31 December 2022 and 1 January 2023 Cost Accumulated depreciation

689,375 (77,202)

1,392,287 (265,119)

163,693 (78,412)

79,404 (33,197)

23,662 (13,519)

667,947 –

3,016,368 (467,449)

Net carrying amount

612,173

1,127,168

85,281

46,207

10,143

667,947

2,548,919

Year ended 31 December 2022 Opening net carrying amount Additions Disposals Depreciation provided during the year Transfer from construction in progress

612,173 – –

1,127,168 41,799 (42,319)

85,281 21,593 (802)

46,207 9,383 (837)

10,143 5,112 (106)

667,947 93,588 –

2,548,919 171,475 (44,064)

(24,477)

(167,920)

(24,109)

(12,146)

(2,660)

–

(231,312)

Year ended 31 December 2023 Opening net carrying amount Additions Disposals Depreciation provided during the year Transfer from construction in progress

452,800

102,934

14,079

2,447

315

(572,575)

–

Closing net carrying amount

1,040,496

1,061,662

96,042

45,054

12,804

188,960

2,445,018

As at 31 December 2023 and 1 January 2024 Cost Accumulated depreciation

1,142,175 (101,679)

1,477,240 (415,578)

196,763 (100,721)

89,387 (44,333)

28,789 (15,985)

188,960 –

3,123,314 (678,296)

Net carrying amount

1,040,496

1,061,662

96,042

45,054

12,804

188,960

2,445,018

1,040,496 – –

1,061,662 453,012 (172,830)

96,042 58,537 (660)

45,054 33,242 (293)

12,804 16,478 (734)

188,960 272,704 –

2,445,018 833,973 (174,517)

(35,118)

(178,416)

(28,476)

(14,452)

(3,977)

–

(260,439)

36,041

98,091

11,093

3,040

127

(148,392)

–

Closing net carrying amount

1,041,419

1,261,519

136,536

66,591

24,698

313,272

2,844,035

As at 31 December 2024 and 1 January 2025 Cost Accumulated depreciation

1,178,216 (136,797)

1,689,094 (427,575)

262,111 (125,575)

124,553 (57,962)

44,343 (19,645)

313,272 –

3,611,589 (767,554)

Net carrying amount

1,041,419

1,261,519

136,536

66,591

24,698

313,272

2,844,035

Year ended 31 December 2024 Opening net carrying amount Additions Disposals Depreciation provided during the year Transfer from construction in progress

– I-53 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | Buildings | Machinery | Electronic equipment | Furniture and office equipment | Transportation equipment | Construction in progress | Total | |---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Period ended 30 September 2025 Opening net carrying amount Additions Disposals Depreciation provided during the period Transfer from construction in progress

1,041,419 – 29

1,261,519 294,532 (272,386)

136,536 62,345 (2,315)

66,591 18,357 (2,275)

24,698 7,230 (4,497)

313,272 375,813 –

2,844,035 758,277 (281,444)

(27,232)

(158,471)

(30,095)

(16,241)

(4,824)

–

(236,863)

23,657

–

2,870

615

–

(27,142)

–

Closing net carrying amount

1,037,873

1,125,194

169,341

67,047

22,607

661,943

3,084,005

As at 30 September 2025 Cost Accumulated depreciation

1,201,902 (164,029)

1,711,240 (586,046)

325,011 (155,670)

141,250 (74,203)

47,076 (24,469)

661,943 –

4,088,422 (1,004,417)

Net carrying amount

1,037,873

1,125,194

169,341

67,047

22,607

661,943

3,084,005

The Company's buildings are located in the PRC and the carrying amounts of buildings amounted to RMB478,372,000, RMB776,807,000, RMB504,407,000 and RMB517,082,000 as at 31 December 2022, 2023, 2024 and 30 September 2025, respectively, are in the process of obtaining 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 properties and buildings, and therefore the aforesaid matter did not have any significant impact on the Company's statements of financial positions as at 31 December 2022, 2023, 2024 and 30 September 2025.

– I-54 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 16.

ACCOUNTANTS' REPORT

LEASES

The Group (a)

Right-of-use assets The carrying amounts of the right-of-use assets and the movements during the year/period are as follows:

| | Buildings | Prepaid land use rights | Machinery | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

As at 1 January 2022 Additions Disposals Depreciation charge

53,044 20,464 (3,217) (27,367)

689,703 455,478 – (20,124)

– 40,246 – (10,842)

742,747 516,188 (3,217) (58,333)

As at 31 December 2022

42,924

1,125,057

29,404

1,197,385

As at 30 September 2025 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

42,093

281,402

323,495

Lease liabilities The carrying amount of lease liabilities and the movements during the year/period are as follows:

| | Year ended 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

| As at 1 January | 56,819 | 75,220 | 96,862 | 103,870 | | New leases | 52,999 | 63,453 | 79,609 | 43,937 | | Accretion of interest recognised during the year/period | 4,684 | 3,303 | 3,653 | 2,442 | | Disposals | (3,217) | (8,583) | (27,321) | (8,578) | | Payments | (36,065) | (36,531) | (48,933) | (26,659) |

| As at 31 December/30 September | 75,220 | 96,862 | 103,870 | 115,012 |

Analysed into: | | | | | | | Current portion | 36,988 | 29,338 | 37,812 | 49,241 | | Non-current portion | 38,232 | 67,524 | 66,058 | 65,771 |

– I-55 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I (c)

ACCOUNTANTS' REPORT

The amounts recognised in profit or loss in relation to leases are as follows:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 (unaudited) | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

| Interest on lease liabilities | 4,684 | 3,303 | 3,653 | 1,186 | 2,442 | | Depreciation charge of right-of-use assets | 58,333 | 69,637 | 79,520 | 28,239 | 57,979 | | Expense relating to short-term leases | 4,961 | 37,519 | 48,360 | 12,854 | 84,624 |

| Total amount recognised in profit or loss | 67,978 | 110,459 | 131,533 | 42,279 | 145,045 |

The Company (a)

Right-of-use assets The carrying amounts of the right-of-use assets and the movements during the year/period are as follows:

| | Buildings | Prepaid land use rights | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

| As at 1 January 2022 | 6,562 | 181,210 | 187,772 | | Additions | 17,122 | – | 17,122 | | Disposals | (3,217) | – | (3,217) | | Depreciation charge | (1,140) | (3,882) | (5,022) |

| As at 31 December 2022 | 19,327 | 177,328 | 196,655 |

| | Buildings | Prepaid land use rights | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

| As at 1 January 2023 | 19,327 | 177,328 | 196,655 | | Additions | – | 176,377 | 176,377 | | Disposals | – | (62,275) | (62,275) | | Depreciation charge | (2,223) | (4,044) | (6,267) |

| As at 31 December 2023 | 17,104 | 287,386 | 304,490 |

| | Buildings | Prepaid land use rights | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

| As at 1 January 2024 | 17,104 | 287,386 | 304,490 | | Additions | 50,393 | 4,852 | 55,245 | | Disposals | (15,276) | – | (15,276) | | Depreciation charge | (9,408) | (6,161) | (15,569) |

| As at 31 December 2024 | 42,813 | 286,077 | 328,890 |

– I-56 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

(b)

ACCOUNTANTS' REPORT

| | Buildings | Prepaid land use rights | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |

| As at 1 January 2025 | 42,813 | 286,077 | 328,890 | | Additions | 9,423 | – | 9,423 | | Disposals | (251) | – | (251) | | Depreciation charge | (9,892) | (4,675) | (14,567) |

As at 30 September 2025 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

42,093

281,402

323,495

Lease liabilities The carrying amount of lease liabilities and the movements during the year/period are as follows:

| | Year ended 31 December 2022 RMB'000 | Year ended 31 December 2023 RMB'000 | Year ended 31 December 2024 RMB'000 | As at 30 September 2025 RMB'000 | |---|---|---|---|---| | As at 1 January 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 | 6,676 | 19,715 | 18,393 | 43,705 | | New leases 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 | 17,122 | – | 44,502 | 9,423 | | Accretion of interest recognised during the year/period ў ў ў ў ў | 307 | 631 | 1,235 | 1,015 | | 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 | (3,217) | – | (13,934) | (161) | | Payments 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 | (1,173) | (1,953) | (6,491) | (10,633) | | As at 31 December/30 September ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 19,715 | 18,393 | 43,705 | 43,349 | | Analysed into: | | | | | | Current portion 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 | 1,322 | 1,367 | 9,305 | 11,656 | | Non-current portion ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 18,393 | 17,026 | 34,400 | 31,693 |

– I-57 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 17.

ACCOUNTANTS' REPORT

INTANGIBLE ASSETS The Group

| | Software RMB'000 | Deferred development costs RMB'000 | Patent rights and non-patented technologies RMB'000 | Total RMB'000 | |---|---|---|---|---| | As at 1 January 2022 | | | | | | Cost 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 | 44,298 | 61,175 | 282,426 | 387,899 | | Accumulated amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (16,435) | – | (142,289) | (158,724) | | Net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 27,863 | 61,175 | 140,137 | 229,175 | | Year ended 31 December 2022 | | | | | | Opening net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 27,863 | 61,175 | 140,137 | 229,175 | | 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 | 20,559 | 107,811 | – | 128,370 | | Transfer 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 | – | (63,518) | 63,518 | – | | Amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (9,930) | – | (55,712) | (65,642) | | Closing net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 38,492 | 105,468 | 147,943 | 291,903 | | As at 31 December 2022 and 1 January 2023 | | | | | | Cost 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 | 58,832 | 105,468 | 345,944 | 510,244 | | Accumulated amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (20,340) | – | (198,001) | (218,341) | | Net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 38,492 | 105,468 | 147,943 | 291,903 | | Year ended 31 December 2023 | | | | | | Opening net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 38,492 | 105,468 | 147,943 | 291,903 | | 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 | 46,119 | 138,981 | 60 | 185,160 | | Transfer 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 | – | (143,421) | 143,421 | – | | Amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (16,247) | – | (57,030) | (73,277) | | Closing net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 68,364 | 101,028 | 234,394 | 403,786 | | As at 31 December 2023 and 1 January 2024 | | | | | | Cost 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 | 104,952 | 101,028 | 489,425 | 695,405 | | Accumulated amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (36,588) | – | (255,031) | (291,619) | | Net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 68,364 | 101,028 | 234,394 | 403,786 | | Year ended 31 December 2024 | | | | | | Opening net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 68,364 | 101,028 | 234,394 | 403,786 | | 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 | 65,509 | 117,263 | – | 182,772 | | 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 | (2,531) | – | – | (2,531) | | Transfer 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 | – | (100,718) | 100,718 | – | | Amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (25,752) | – | (73,570) | (99,322) | | Closing net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 105,590 | 117,573 | 261,542 | 484,705 | | As at 31 December 2024 and 1 January 2025 | | | | | | Cost 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 | 165,695 | 117,573 | 577,595 | 860,863 | | Accumulated amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (60,105) | – | (316,053) | (376,158) | | Net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 105,590 | 117,573 | 261,542 | 484,705 | | Period ended 30 September 2025 | | | | | | Opening net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 105,590 | 117,573 | 261,542 | 484,705 | | 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 | 22,569 | 265,862 | – | 288,431 | | 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 | (7,481) | – | – | (7,481) | | Transfer 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 | – | (252,832) | 252,832 | – | | Amortisation ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | (25,041) | – | (76,294) | (101,335) | | Closing net carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў | 95,637 | 130,603 | 438,080 | 664,320 |

The average remaining amortisation period of software for the Track Record Period are 2.91 years, 2.54 years, 1.92 years and 2.61 years respectively.

The average remaining amortisation period of patent rights and non-patented technologies for the Track Record Period are 2.63 years, 2.79 years, 2.95 years and 3.11 years respectively.

– I-58 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

Impairment testing of the capitalised deferred development costs not yet available for use

Deferred development costs are mainly internal development costs capitalised for power batteries and ESS batteries, and not yet available for use therefore subject to mandatory impairment testing on an annual basis until the completion or abandonment of the related research and development efforts.

Deferred development costs and patent rights and technologies were allocated for impairment testing purpose to relevant cash-generating unit. The recoverable amounts as at 31 December 2022, 2023 and 2024 were assessed using value-in-use calculations, derived from cash flow projections based on five-year financial budgets approved by senior management. The revenue growth rate used to extrapolate the cash flows beyond the five-year period is 0%. The last annual impairment testing was performed as at 31 December 2024. No events or changes in circumstances occurred during the nine months ended 30 September 2025 that would indicate the need for interim impairment testing.

Key assumptions

Assumptions were used in the value-in-use calculation of the cash-generating unit for the year ended 31 December 2022, 2023 and 2024. The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of the aforementioned cash-generating unit.

Compounded annual growth rate of revenue – The compounded annual growth rate of revenue is for the five-year period and is estimated based on the historical sales data and market outlook perceived by management. The compounded annual growth rates were 21.36%, 14.40% and 14.48% for the year ended 31 December 2022, 2023 and 2024, respectively.

Budgeted gross margins – The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year, increased for expected efficiency improvements, and expected market development. The average budgeted gross margins for the five-year forecast period were 17.10%, 17.36% and 17.48% for the cash flow projections prepared for the year ended 31 December 2022, 2023 and 2024, respectively.

Discount rates – The discount rates used are before tax and reflect specific risks relating to the relevant units. The discount rates applied were 14.34%, 13.00% and 11.52% for the year ended 31 December 2022, 2023 and 2024, respectively.

Sensitivity to changes in assumptions

The following unfavourable change in key assumptions (individually and while holding others unchanged) would remove the headroom such that the carrying amount of the cash-generating unit would exceed the recoverable amounts:

| | As at 31 December 2022 | As at 31 December 2023 | As at 31 December 2024 | |---|---|---|---| | Compounded revenue growth rate | Decrease of 1.05% | Decrease of 0.96% | Decrease of 1.04% | | Budgeted gross margins | Decrease of 4.22% | Decrease of 4.09% | Decrease of 4.43% | | Discount rates | Increase of 9.34% | Increase of 8.11% | Increase of 8.86% |

Changes in key assumptions

For the assessment of the value-in-use of the cash-generating unit, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying amount of the cash-generating unit to materially exceed the recoverable amount. The headroom, expressed as a percentage of the cash generating unit's recoverable amount, is approximately 49%, 46% and 49% for the year ended 31 December 2022, 2023 and 2024, respectively.

– I-59 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | The Company | | | | |---|---|---|---|---| | | Software RMB'000 | Deferred development costs RMB'000 | Patent rights and non-patented technologies RMB'000 | Total RMB'000 | | **As at 1 January 2022** | | | | | | Cost | 26,423 | 39,148 | 154,969 | 220,540 | | Accumulated amortisation | (11,468) | – | (77,171) | (88,639) | | Net carrying amount | 14,955 | 39,148 | 77,798 | 131,901 | | **Year ended 31 December 2022** | | | | | | Opening net carrying amount | 14,955 | 39,148 | 77,798 | 131,901 | | Additions | 23,811 | 32,075 | – | 55,886 | | Transfer | – | (21,081) | 21,081 | – | | Disposals | (12,371) | – | – | (12,371) | | Amortisation | (4,371) | – | (26,488) | (30,859) | | Closing net carrying amount | 22,024 | 50,142 | 72,391 | 144,557 | | **As at 31 December 2022 and 1 January 2023** | | | | | | Cost | 34,683 | 50,142 | 176,050 | 260,875 | | Accumulated amortisation | (12,659) | – | (103,659) | (116,318) | | Net carrying amount | 22,024 | 50,142 | 72,391 | 144,557 | | **Year ended 31 December 2023** | | | | | | Opening net carrying amount | 22,024 | 50,142 | 72,391 | 144,557 | | Additions | 9,310 | 62,480 | 60 | 71,850 | | Transfer | – | (60,795) | 60,795 | – | | Disposals | (6) | – | – | (6) | | Amortisation | (7,423) | – | (29,979) | (37,402) | | Closing net carrying amount | 23,905 | 51,827 | 103,267 | 178,999 | | **As at 1 January 2024** | | | | | | Cost | 43,988 | 51,827 | 236,905 | 332,720 | | Accumulated amortisation | (20,083) | – | (133,638) | (153,721) | | Net carrying amount | 23,905 | 51,827 | 103,267 | 178,999 |

Year ended 31 December 2024 Opening net carrying amount Additions Transfer Disposals Amortisation

23,905 19,660 – (795) (10,157)

51,827 60,855 (54,821) – –

103,267 47 54,821 (44) (37,738)

178,999 80,562 – (839) (47,895)

Closing net carrying amount

32,613

57,861

120,353

210,827

As at 31 December 2024 and 1 January 2025 Cost Accumulated amortisation

61,708 (29,095)

57,861 –

291,726 (171,373)

411,295 (200,468)

Net carrying amount

32,613

57,861

120,353

210,827

Year ended 30 September 2025 Opening net carrying amount Additions Disposals Transfer Amortisation

32,613 12,468 (482) – (9,336)

57,861 72,444 – (50,771) –

120,353 – – 50,771 (34,034)

210,827 84,912 (482) – (43,370)

Closing net carrying amount

35,263

79,534

137,090

251,887

– I-60 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 18.

ACCOUNTANTS' REPORT

GOODWILL RMB'000

Cost as at 1 January 2022, net of accumulated impairment Accumulated impairment

65,799 –

Net carrying amount as at 31 December 2022 and 1 January 2023 Accumulated impairment

65,799 –

Net carrying amount as at 31 December 2023 and 1 January 2024 Accumulated impairment

65,799 –

Net carrying amount as at 31 December 2024 and 1 January 2025 Accumulated impairment

65,799 –

Net carrying amount as at 30 September 2025

65,799

Impairment testing of goodwill Goodwill acquired through business combinations is allocated to the following cash-generating units as below for impairment testing: •

Wuhan Fanso Technology Co., Ltd. (武漢孚安特科技有限公司) cash-generating unit ("Wuhan Fanso CGU")

The recoverable amounts as at 31 December 2022, 2023 and 2024 were assessed using value-in-use calculations, derived from cash flow projections based on five-year financial budgets approved by senior management. The revenue growth rate used to extrapolate the cash flows beyond the five-year period is 0%. The last annual impairment testing was performed as at 31 December 2024. No events or changes in circumstances occurred during the nine months ended 30 September 2025 that would indicate the need for interim impairment testing.

Key assumptions Assumptions were used in the value-in-use calculation of the cash-generating unit for the year ended 31 December 2022, 2023 and 2024. The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of the aforementioned cash-generating unit.

Compounded annual growth rate of revenue – The compounded annual growth rate of revenue is for the five-year period and is estimated based on the historical sales data and market outlook perceived by management. The compounded annual growth rates were 8.41%, 4.35% and 4.39% for the year ended 31 December 2022, 2023 and 2024, respectively.

Budgeted gross margins – The basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year, increased for expected efficiency improvements, and expected market development. The average budgeted gross margins for the five-year forecast period were 23.34%, 20.80% and 21.20% for the cash flow projections prepared for the year ended 31 December 2022, 2023 and 2024, respectively.

Discount rates – The discount rates used are before tax and reflect specific risks relating to the relevant units. The discount rates applied were 14.64%, 14.12% and 13.13% for the year ended 31 December 2022, 2023 and 2024, respectively.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

Sensitivity to changes in assumptions The following unfavourable change in key assumptions (individually and while holding others unchanged) would remove the headroom such that the carrying amount of the cash-generating unit would exceed the recoverable amounts:

| Changes in key assumptions | As at 31 December 2022 | As at 31 December 2023 | As at 31 December 2024 | |---|---|---|---| | Compounded revenue growth rate | Decrease of 0.55% | Decrease of 0.30% | Decrease of 0.74% | | Budgeted gross margins | Decrease of 2.50% | Decrease of 1.45% | Decrease of 3.50% | | Discount rates | Increase of 3.37% | Increase of 2.12% | Increase of 5.91% |

For the assessment of the value-in-use of the cash-generating unit, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying amount of the cash-generating unit to materially exceed the recoverable amount. The headroom, expressed as a percentage of the cash-generating unit's recoverable amount, is approximately 49%, 46% and 49% for the year ended 31 December 2022, 2023 and 2024, respectively.

19. INVESTMENT IN A JOINT VENTURE

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Share of net assets | 79,862 | 107,400 | 157,842 | 182,486 |

The following table illustrates the financial information of the Group's joint venture that is accounted for in the Historical Financial Information of the Group using the equity method:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2024 RMB'000 (unaudited) | 2025 RMB'000 | | Share of the joint venture's profit for the year/period | 33,345 | 27,538 | 50,442 | 36,244 | 64,395 | | Dividends declared | – | – | – | – | (39,751) |

Investment in a joint venture of the Group is the investment in EVE Energy North America corporation.

20. INVESTMENT IN ASSOCIATES

The Group

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Investment in associates | 11,424,649 | 14,303,252 | 14,708,820 | 13,967,037 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

(a) Particulars of the Group's material associate are as follows:

| Name | Registered Capital (RMB'000) | Place of registration and business | Percentage of ownership interest attributable to the Group as at 31 December | | | Percentage of ownership interest attributable to the Group as at 30 September | Principal activities | |---|---|---|---|---|---|---|---| | | | | 2022 | 2023 | 2024 | 2025 | | | Smoore International Holdings Limited (思摩爾國際控股有限公司) | 431,299 | Cayman Islands | 31.28% | 30.98% | 30.77% | 30.26% | Research, design and manufacturing of closed system electronic vaping products |

The associate has been accounted for using the equity method in this Historical Financial Information.

The following table illustrates the summarised financial information of Smoore International Holdings Limited (思摩爾國際控股有限公司):

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Current assets | 19,198,773 | 19,570,752 | 16,846,428 | 15,081,470 | | Non-current assets | 5,160,544 | 5,937,532 | 10,807,950 | 12,938,094 | | Current liabilities | 3,588,957 | 3,566,333 | 5,259,365 | 5,681,364 | | Non-current liabilities | 393,152 | 532,342 | 490,302 | 547,490 | | Non-controlling interest | – | – | 7,623 | 24,026 | | Net assets, excluding goodwill | 20,377,208 | 21,409,609 | 21,897,088 | 21,766,684 | | Proportion of the Group's interest in the associate: | 31.28% | 30.98% | 30.77% | 30.26% | | Group's share of net assets of the associate, excluding goodwill | 6,373,991 | 6,632,697 | 6,737,734 | 6,586,599 | | Goodwill on acquisition | 410,750 | 410,750 | 410,750 | 404,841 | | Carrying amount of the investment | 6,784,741 | 7,043,447 | 7,148,484 | 6,991,440 |

| | Year ended 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Revenue | 12,144,980 | 11,203,250 | 11,798,662 | 10,210,092 | | Profit for the year/period | 2,510,316 | 1,645,090 | 1,303,255 | 809,071 | | Other comprehensive (loss)/income | (15,382) | (78,620) | 113,658 | (23,678) | | Total comprehensive income for the year/period | 2,494,934 | 1,566,470 | 1,416,913 | 785,393 | | Dividend declared | 449,843 | 220,875 | 173,199 | 429,723 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

(b) The following table illustrates the aggregate financial information of the Group's associates that are not individually material:

| | As at 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Share of the associates' results for the year/period, net | 551,712 | 126,948 | 58,360 | 57,293 | | Share of the associates' other comprehensive (loss)/income | – | (12) | 12 | (13) | | Share of the associates' total comprehensive income/(loss) for the year/period | 551,712 | 126,936 | 58,372 | 57,280 |

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Aggregate carrying amount of the Group's investment in the associates | 4,639,908 | 7,259,805 | 7,560,336 | 6,975,597 | | Provision for impairment loss | – | – | – | – | | | 4,639,908 | 7,259,805 | 7,560,336 | 6,975,597 |

(c) As at 31 December 2022, 2023, and 2024, the shares of Smoore International Holdings Limited (思摩爾國際控股有限公司) with carrying values of RMB2,246,376,000, RMB1,335,624,000, and RMB228,981,000, respectively, were pledged for borrowings and Exchangeable Bond of the Group. Details are set out in note 32(a) and (c).

The Company

| | As at 31 December | | | As at 30 September | |---|---|---|---|---|

Share of the associates' results for the year/period, net Share of the associates' other comprehensive (loss)/income Share of the associates' total comprehensive income/(loss) for the year/period

| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | |---|---|---|---|---| | Share of the associates' results for the year/period, net | 459,750 | (163,538) | (87,655) | (21,991) | | Share of the associates' other comprehensive (loss)/income | – | (12) | 12 | (13) | | Share of the associates' total comprehensive income/(loss) for the year/period | 459,750 | (163,550) | (87,643) | (22,004) |

| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | As at 30 September 2025 RMB'000 | |---|---|---|---|---| | Aggregate carrying amount of the Company's investment in the associate | 2,514,398 | 3,256,400 | 3,159,262 | 2,615,094 | | Provision for impairment loss | – | – | – | – | | | 2,514,398 | 3,256,400 | 3,159,262 | 2,615,094 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 21.

ACCOUNTANTS' REPORT

INVENTORIES

The Group

| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | As at 30 September 2025 RMB'000 | |---|---|---|---|---| | Raw materials | 3,169,430 | 879,909 | 801,065 | 1,289,580 | | Work in progress | 3,469,713 | 3,600,367 | 2,568,862 | 3,104,263 | | Finished goods | 2,005,790 | 2,257,327 | 2,029,679 | 1,859,115 | | Goods in transit | 177,182 | 129,954 | 238,635 | 22,717 | | Provision for inventory | (234,134) | (551,550) | (386,799) | (269,596) | | Net carrying amount | 8,587,981 | 6,316,007 | 5,251,442 | 6,006,079 |

The Company

| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | As at 30 September 2025 RMB'000 | |---|---|---|---|---| | Raw materials | 322,214 | 113,844 | 128,364 | 377,880 | | Work in progress | 315,336 | 258,302 | 249,139 | 276,014 | | Finished goods | 848,891 | 634,358 | 487,726 | 287,745 | | Goods in transit | 29,110 | 22,045 | 21,338 | – | | Provision for inventory | (21,346) | (24,178) | (27,619) | (25,517) | | Net carrying amount | 1,494,205 | 1,004,371 | 858,948 | 916,122 |

22.

PREPAYMENTS, OTHER RECEIVABLES AND OTHER ASSETS

The Group

| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | As at 30 September 2025 RMB'000 | |---|---|---|---|---| | **Non-current** | | | | | | Certificate of deposits | – | – | 466,554 | 916,584 | | Prepayments for property, plant and equipment | 6,491,653 | 1,995,529 | 2,376,058 | 4,063,281 | | Loans to an associate (note a, b) | 1,585,403 | 1,689,306 | 1,505,172 | 1,186,717 | | Prepaid investment cost | 200,000 | 3,000 | – | – | | Others | 1,972 | 1,243 | – | – | | | 8,279,028 | 3,689,078 | 4,347,784 | 6,166,582 | | **Current** | | | | | | Certificate of deposits | – | – | 132,858 | 54,323 | | Prepayments | 2,040,290 | 233,047 | 519,687 | 770,044 | | Loans to an associate (note a, b, c) | 796,110 | 3,950 | 215,652 | 355,275 | | Other tax receivables (note d) | 803,656 | 1,027,620 | 745,454 | 818,127 | | Deposits | 74,071 | 95,930 | 103,043 | 96,374 | | Other receivables | 69,523 | 46,984 | 40,318 | 64,030 | | Prepaid corporate income tax | 572 | 23,010 | 1 | 1,265 | | Impairment losses | (3,391) | (5,042) | (4,563) | (7,304) | | | 3,780,831 | 1,425,499 | 1,752,450 | 2,152,134 | | **Total** | **12,059,859** | **5,114,577** | **6,100,234** | **8,318,716** |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

Notes:

(a)

During August to December 2021, the Group advanced loans to an associate PT. Huafei Nickel Cobalt of principal amounts totaling US$214.2 million with a term of 7 years, interest bearing at 5% per annum and secured by an 83% equity shares pledge from the then other shareholders of the associate ("First Loan"). In December 2022, the aforesaid equity shares pledge was released and replaced by a joint and several guarantee from Huayou (Hong Kong) Co., Limited ("華友(香港)有限公司") (the "Guarantor"), such that the Group can elect to directly demand the Guarantor for full repayment of relevant loans and interests when the associate fails to comply with the repayment terms of the First Loan. As credit enhancement, Zhejiang Huayou Cobalt Co., Ltd. (浙江華友鈷業股份有限公司) and Huayou Holding Group Co., Ltd. (華友控股集團有限公司) (collectively, the "Second Guarantors") have provided secondary guarantee with difference compensation agreements to make up all differences that the Guarantor cannot fulfil, in favour of the Group. In October 2024, a supplementary agreement of the First Loan stipulated the following principal repayment schedule.

| | Last repayment date of principal of the First Loan | USD | |---|---|---| | 1st repayment | 24 December 2024 | 10,000,000 | | 2nd repayment | 31 August 2025 | 30,000,000 | | 3rd repayment | 31 August 2026 | 50,000,000 | | 4th repayment | 31 August 2027 | 124,200,000 | | Total | | 214,200,000 |

(b)

During 2022, the Group advanced further short-term loans to the associate PT. Huafei Nickel Cobalt, US$110,000,000. The interest rate are 5% p.a.. All these short-term loans were repaid by the associate in 2023.

(c)

Loans to an associate and other receivables are classified as Stage 1 without any significant increase in credit risk since initial recognition. Their recoverability was assessed with reference to the credit status of the debtors and guarantors, and the expected credit loss as at the end of each of the Track Record Period was considered to be immaterial.

(d)

The amounts represent prepaid tax and surcharges levied.

The movements in the loss allowance for impairment are as follows:

| | As at 31 December | As at 31 December | As at 31 December | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | As at 1 January | 1,841 | 3,391 | 5,042 | 4,563 | | Impairment/(reversal of impairment) of prepayments, other receivables and other assets | 1,550 | 1,651 | (433) | 2,751 | | Amount written off as uncollectible | – | – | (46) | (26) | | Exchange realignment | – | – | – | 16 | | As at 31 December/30 September | 3,391 | 5,042 | 4,563 | 7,304 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

The Company

| | As at 31 December | As at 31 December | As at 31 December | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | **Non-current** | | | | | | Prepayments for property, plant and equipment | 63,491 | 111,566 | 147,611 | 238,628 | | Prepaid investment cost | 200,000 | – | – | – | | Others | 21,535 | 24,262 | 21,409 | – | | | 285,026 | 135,828 | 169,020 | 238,628 | | **Current** | | | | | | Prepayments | 1,155,799 | 578,168 | 269,897 | 358,754 | | Prepayments to subsidiaries | 838,262 | 6,351 | 553,834 | 650,190 | | Other tax receivable | 102,654 | 52,310 | 103,822 | 29,125 | | Deposits | 22,280 | 26,016 | 47,630 | 61,089 | | Other receivables | 42,547 | 12,935 | 15,026 | 11,808 | | Other receivables from subsidiaries | 6,968,112 | 1,566,810 | 2,468,701 | 3,085,369 | | Impairment losses | (847) | (1,121) | (2,001) | (3,318) | | | 9,128,807 | 2,241,469 | 3,456,909 | 4,193,018 | | **Total** | 9,413,833 | 2,377,297 | 3,625,929 | 4,431,646 |

The movements in the loss allowance for impairment are as follows:

| | As at 31 December | As at 31 December | As at 31 December | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | As at 1 January | 846 | 847 | 1,121 | 2,001 | | Impairment of current portion of prepayments, other receivables and other assets | 1 | 274 | 880 | 1,317 | | As at 31 December/30 September | 847 | 1,121 | 2,001 | 3,318 |

23. INVESTMENTS IN SUBSIDIARIES

| | As at 31 December | As at 31 December | As at 31 December | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Investments, at cost | 14,063,343 | 15,174,334 | 18,919,572 | 5,637,327 |

Particulars of the major subsidiaries as at the end of the Track Record Period are set out in note 1 to the Historical Financial Information.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

24. FINANCIAL ASSETS AT FVTOCI

The Group

| | As at 31 December | As at 31 December | As at 31 December | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | **Non-current** | | | | | | Listed equity investments, at fair value (note a and b) | 97,767 | 94,819 | 112,076 | 239,374 | | Unlisted equity investments, at fair value (note a and b) | 250,049 | 247,626 | 232,626 | 232,626 | | | 347,816 | 342,445 | 344,702 | 472,000 | | **Current** | | | | | | Bills receivables measured at FVTOCI (note c and d) | 1,117,567 | 968,383 | 1,050,583 | 2,862,094 | | **Total** | 1,465,383 | 1,310,828 | 1,395,285 | 3,334,094 |

Notes: (a)

Financial assets at FVTOCI comprise listed and unlisted equity investments which are not held for trading.

(b)

The equity investments were irrevocably designated at fair value through other comprehensive income as the Group considers these investments to be strategic in nature.

(c)

Certain bills held by the Group for the practice of discounting/endorsing to financial institutions/suppliers before the maturity date were classified as "trade and bills receivables measured at FVTOCI" under financial assets at FVTOCI in the consolidated statements of financial position. As at the end of each reporting period, all the bills are with a maturity period of less than 12 months. The Group consider the credit risk is limited because counterparties are banks with good credit standing and are highly likely to be paid, and the ECL are considered as insignificant.

(d)

As at 31 December 2022 and 2023, bills receivables measured at FVTOCI with carrying values of RMB398,843,000 and RMB48,824,000 to secure the issuance of bank acceptance notes, included in the trade and bills payables, to suppliers.

The Company

| | As at 31 December | As at 31 December | As at 31 December | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | **Non-current** | | | | | | Listed equity investments, at fair value | 97,767 | 94,819 | | | | Unlisted equity investments, at fair value | 185,049 | 180,526 | | |

112,076 180,526

102,488 180,526

282,816

275,345

292,602

283,014

Current Bills receivables measured at FVTOCI ў ў ў ў ў ў ў ў ў ў ў ў ў

404,623

307,477

289,769

472,768

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 ў ў ў ў ў

687,439

582,822

582,371

755,782

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 25.

DEFERRED TAX

(a)

Deferred tax assets

| | Impairment of financial assets and provision of inventories RMB'000 | Non-deductible equity-settled share-based payments expense RMB'000 | Tax losses RMB'000 | Deferred income RMB'000 | Fair value change of financial assets at FVTOCI RMB'000 | Others RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---| | As at 1 January 2022 | 95,403 | 11,914 | 267,969 | 43,580 | – | 25,348 | 444,214 | | Credited to profit or loss | 47,742 | 90,104 | 297,768 | 25,151 | – | 42,031 | 502,796 | | Credited/(charged) to other comprehensive income | – | – | – | – | 2,053 | (9,250) | (7,197) | | As at 31 December 2022 and 1 January 2023 | 143,145 | 102,018 | 565,737 | 68,731 | 2,053 | 58,129 | 939,813 | | Credited/(charged) to profit or loss | 57,778 | 25,433 | 146,864 | 7,016 | – | (6,945) | 230,146 | | Credited/(charged) to other comprehensive income | – | – | – | – | 456 | (2,135) | (1,679) | | As at 31 December 2023 and 1 January 2024 | 200,923 | 127,451 | 712,601 | 75,747 | 2,509 | 49,049 | 1,168,280 | | Credited/(charged) to profit or loss | 17,243 | (51,195) | 228,954 | 34,432 | – | 17,466 | 246,900 | | Credited to other comprehensive income | – | – | – | – | 709 | 1,464 | 2,173 | | As at 31 December 2024 and 1 January 2025 | 218,166 | 76,256 | 941,555 | 110,179 | 3,218 | 67,979 | 1,417,353 | | Credited/(charged) to profit or loss | 30,673 | 137,803 | (49,724) | 40,382 | – | 212 | 159,346 | | Credited/(charged) to other comprehensive income | – | – | – | – | (3,218) | (1,831) | (5,049) | | As at 30 September 2025 | 248,839 | 214,059 | 891,831 | 150,561 | – | 66,360 | 1,571,650 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I (b)

ACCOUNTANTS' REPORT

Deferred tax liabilities

| | Appreciation of assets acquired in business combinations RMB'000 | Accelerated depreciation RMB'000 | Fair value change of financial assets at FVTOCI RMB'000 | Convertible corporate bonds RMB'000 | Others RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | As at 1 January 2022 | 792 | 317,307 | 10,413 | – | 2,063 | 330,575 | | Charged/(credited) to profit or loss | (752) | 148,596 | – | – | (2,010) | 145,834 | | Credited to other comprehensive income | – | – | (10,247) | – | – | (10,247) | | As at 31 December 2022 and 1 January 2023 | 40 | 465,903 | 166 | – | 53 | 466,162 | | Charged/(credited) to profit or loss | (8) | 139,294 | – | – | 1,839 | 141,125 | | Credited to other comprehensive income | – | – | (105) | – | – | (105) | | As at 31 December 2023 and 1 January 2024 | 32 | 605,197 | 61 | – | 1,892 | 607,182 | | Charged/(credited) to profit or loss | (9) | 243,883 | – | – | (920) | 242,954 | | Charged to other comprehensive income | – | – | 155 | – | – | 155 | | As at 31 December 2024 and 1 January 2025 | 23 | 849,080 | 216 | – | 972 | 850,291 | | Charged/(credited) to profit or loss | (6) | (112,384) | – | (7,704) | 2,205 | (117,889) | | Charged to reserves | – | – | 4,974 | 53,030 | 2,459 | 60,463 | | As at 30 September 2025 | 17 | 736,696 | 5,190 | 45,326 | 5,636 | 792,865 |

Deferred tax assets have not been recognised in respect of the following items:

| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | As at 30 September 2025 RMB'000 | |---|---|---|---|---| | Tax losses not recognised | 282,783 | 56,458 | 90,688 | 315,641 | | Unrecognised temporary differences during the year/period | 128,980 | 125,654 | 122,268 | 127,372 | | Total | 411,763 | 182,112 | 212,956 | 443,013 |

The Group has unrecognised tax losses of RMB282,783,000, RMB56,458,000, RMB90,688,000 and RMB315,641,000 as at 31 December 2022, 2023, 2024 and 30 September 2025 respectively, available for offset against future profits. Included in unrecognised tax losses are losses of RMB271,684,000, RMB27,563,000, RMB26,676,000 and RMB34,299,000, respectively, can be carried forward indefinitely.

Deferred tax assets have not been recognised in respect of the above items as it is not considered probable that taxable profits will be available against which the above items can be utilised.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 26.

ACCOUNTANTS' REPORT

TRADE AND BILLS RECEIVABLES

The Group

| | As at 31 December 2022 RMB'000 | As at 31 December 2023 RMB'000 | As at 31 December 2024 RMB'000 | As at 30 September 2025 RMB'000 | |---|---|---|---|---| | Trade receivables | 10,089,973 | 13,176,523 | 14,061,531 | 16,431,763 | | Bills receivables | 1,433,305 | 1,777,866 | 3,041,270 | 4,567,963 | | Impairment of trade and bills receivables | (682,183) | (758,989) | (1,021,354) | (1,301,793) | | Total | 10,841,095 | 14,195,400 | 16,081,447 | 19,697,933 |

The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed regularly by senior management and credit limits attributed to customers are reviewed once a month. In view of the aforementioned and the fact that the Group's trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. Trade receivables are non-interest-bearing.

The Company

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | **Non-current** | | | | | | Trade receivables from a subsidiary | – | – | 146,085 | 290,330 | | **Current** | | | | | | Trade receivables | 1,651,906 | 1,783,634 | 2,534,433 | 2,959,911 | | Trade receivables from subsidiaries | 607,869 | 588,142 | 1,327,854 | 2,387,817 | | Bills receivables | 266,032 | 330,492 | 396,434 | 785,841 | | Bills receivables from subsidiaries | 30,000 | – | – | 288 | | Impairment of trade and bills receivables | (241,618) | (143,755) | (200,611) | (239,502) | | **Total** | **2,314,189** | **2,558,513** | **4,204,195** | **6,184,685** |

Note: As at 31 December 2022 and 2023, the Company pledged bills receivables with carrying amount of RMB164,016,000 and RMB21,420,000 to secure the issuance of bank acceptance bills to suppliers.

The Group

An ageing analysis of the trade receivables of the Group as at the end of each of the Track Record Period (based on the invoice date and net of provisions) is as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Within 6 months | 9,248,059 | 11,935,688 | 12,322,967 | 14,664,895 | | 6 to 12 months | 118,645 | 428,195 | 389,407 | 153,375 | | 1 to 2 years | 17,682 | 61,516 | 366,869 | 235,789 | | 2 to 3 years | 15,555 | 2,135 | 19,330 | 76,429 | | Over 3 years | 10,865 | – | – | – | | **Total** | **9,410,806** | **12,427,534** | **13,098,573** | **15,130,488** |

– I-71 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

The Company

An ageing analysis of the trade receivables of the Company as at the end of each of the Track Record Period (based on the invoice date and net of provisions) is as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Within 6 months | 1,849,702 | 2,162,711 | 3,561,119 | 4,865,872 | | 6 to 12 months | 76,435 | 25,818 | 71,683 | 142,670 | | 1 to 2 years | 26,395 | 38,951 | 17,345 | 89,772 | | 2 to 3 years | 21,103 | 542 | 12,649 | 10,430 | | Over 3 years | 46,246 | – | – | – | | **Total** | **2,019,881** | **2,228,022** | **3,662,796** | **5,108,744** |

The Group

The movements in the loss allowance for impairment of trade and bills receivables are as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | As at 1 January | 499,845 | 682,183 | 758,989 | 1,021,354 | | Impairment for the year/period, net | 196,217 | 177,051 | 268,715 | 287,437 | | Amount written off as uncollectible | (13,879) | (100,245) | (6,350) | (6,998) | | **As at 31 December/30 September** | **682,183** | **758,989** | **1,021,354** | **1,301,793** |

An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

The Company

The movements in the loss allowance for impairment of trade and bills receivables are as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | As at 1 January | 325,510 | 241,618 | 143,755 | 200,611 | | Impairment for the year/period, net | (83,892) | (97,863) | 56,856 | 40,205 | | Amount written off as uncollectible | – | – | – | (1,314) | | **As at 31 December/30 September** | **241,618** | **143,755** | **200,611** | **239,502** |

– I-72 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

As at 31 December

| | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | |---|---|---|---|---|

Transferred financial assets that are derecognised in their entirety

The Group endorsed certain bills receivable accepted by banks in Mainland China (the "Derecognised Bills") with a carrying amount in aggregate of RMB4,795,138,000, RMB4,596,461,000, RMB6,582,127,000 and RMB2,987,350,000 at 31 December 2022, 2023, 2024, and 30 September 2025. The Derecognised Bills had a maturity of within six months at the end of the reporting period. In accordance with the Law of Negotiable Instruments in the PRC, the holders of the Derecognised Bills may exercise the right of recourse against any, several or all of the persons liable for the Derecognised Bills, including the Group, in disregard of the order of precedence (the "Continuing Involvement"). In the opinion of the directors, the risk of the Group being claimed by the holders of the Derecognised Bills is remote in the absence of a default of the accepted banks. The Group has transferred substantially all risks and rewards relating to the Derecognised Bills. Accordingly, it has derecognised the full carrying amounts of the Derecognised Bills. The maximum exposure to loss from the Group's Continuing Involvement in the Derecognised Bills and the undiscounted cash flows to repurchase these Derecognised Bills is equal to their carrying amounts. In the opinion of the directors, the fair values of the Group's Continuing Involvement in the Derecognised Bills are not significant.

Transferred financial assets that are not derecognised in their entirety

The Group endorsed but did not derecognise certain bills receivable accepted by banks in Mainland China (the "Underecognised Bills") with a carrying amount in aggregate of RMB1,090,494,000, RMB1,460,542,000, RMB2,241,996,000 and RMB3,382,753,000 at 31 December 2022, 2023, 2024 and 30 September 2025. The Underecognised Bills had a maturity of within six months at the end of the reporting period. As the Group has not transferred substantially all risks and rewards relating to the Underecognised Bills, it continues to recognise the full carrying amount of the bills receivable.

27. FINANCIAL ASSETS AT FVTPL

The Group

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Wealth management products and structured deposits | 3,360,354 | 3,152,616 | 4,527,842 | 5,580,000 |

Note: As at 31 December 2024, wealth management products and structured deposits with carrying values of RMB253,842,000 were pledged for pledged borrowings.

The Company

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Wealth management products and structured deposits | 3,150,000 | 1,541,026 | 1,820,000 | 1,750,000 |

– I-73 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

28. BANK BALANCES, DEPOSITS AND CASH

The Group

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Cash and cash equivalents | 7,208,889 | 9,903,081 | 8,511,579 | 8,846,458 | | Restricted cash (Note) | 1,769,816 | 603,128 | 553,280 | 598,335 | | | 8,978,705 | 10,506,209 | 9,064,859 | 9,444,793 | | Denominated in: | | | | | | RMB | 7,540,684 | 8,906,695 | 7,839,305 | 7,596,258 | | USD | 1,287,181 | 1,510,953 | 827,727 | 1,087,504 | | Others | 150,840 | 88,561 | 397,827 | 761,031 | | | 8,978,705 | 10,506,209 | 9,064,859 | 9,444,793 |

Note: Restricted cash include guarantee deposits for letter of bank acceptance notes.

The RMB is not freely convertible into other currencies, however, under the PRC's Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.

Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances and restricted cash are deposited with creditworthy banks with no recent history of default. The carrying amounts of the cash and cash equivalents approximated to their fair values.

The Company

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Cash and cash equivalents | 4,019,055 | 3,604,051 | 1,686,640 | 4,111,477 | | Restricted cash | 353,556 | 176,469 | 247,089 | 227,471 | | | 4,372,611 | 3,780,520 | 1,933,729 | 4,338,948 | | Denominated in: | | | | | | RMB | 4,102,643 | 3,333,966 | 1,827,582 | 4,218,040 | | USD | 259,777 | 446,368 | 103,240 | 117,660 | | Others | 10,191 | 186 | 2,907 | 3,248 | | | 4,372,611 | 3,780,520 | 1,933,729 | 4,338,948 |

29. ASSETS HELD FOR SALE

On 22 August 2025, the Company entered into a sale and purchase agreement to dispose of its interest in an associate to the one of the existing shareholders of the associate for a total consideration of RMB600 million. The completion date will be the date on which the equity transfer is effected and registered with the PRC company registry, which is expected to be completed within six months after the sales and purchase agreement signed. As of the date of this report, the transaction had not yet been completed, and RMB120 million had been received.

– I-74 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

30. TRADE AND BILLS PAYABLES

The Group

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 |

As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Trade payables – that are not part of supplier finance arrangement ("SFA") | 9,577,872 | 11,077,219 | 10,631,752 | 14,384,820 – that are part of SFA | 216,514 | 4,674,123 | 8,182,174 | 9,829,497

| 9,794,386 | 15,751,342 | 18,813,926 | 24,214,317 Bills payables | 11,767,589 | 7,402,777 | 5,586,324 | 7,780,260

Total | 21,561,975 | 23,154,119 | 24,400,250 | 31,994,577

The Company As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Trade payables (including SFA) | 1,545,905 | 2,872,319 | 3,689,265 | 5,506,614 Bills payables | 4,271,191 | 2,089,545 | 1,794,148 | 2,532,404

Total | 5,817,096 | 4,961,864 | 5,483,413 | 8,039,018

The Group An ageing analysis of the trade payables as at the end of each of the Track Record Period, based on the invoice date, is as follows:

As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Within 1 year | 9,770,273 | 15,636,441 | 18,756,825 | 24,024,927 1 to 2 years | 18,507 | 94,119 | 33,148 | 160,620 2 to 3 years | 1,196 | 17,620 | 22,868 | 24,885 Over 3 years | 4,410 | 3,162 | 1,085 | 3,885

| 9,794,386 | 15,751,342 | 18,813,926 | 24,214,317

As at 31 December 2022, 2023, 2024 and 30 September 2025, the carrying amounts of trade and bills payables approximated to their fair values.

– I-75 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

Supplier Finance Arrangement ("SFA")

The Group introduces third party supply chain information service platforms to provide services to its suppliers holding 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 transfer the amounts stated in the electronic debt certificates on the payment date. The electronic debt certificates are transferable.

As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Carrying amount of financial liabilities that are part of SFA Presented as part of: – Trade payables | 216,514 | 4,674,123 | 8,182,174 | 9,829,497

Payments have been received by the suppliers from the finance provider: – Trade payables | 112,617 | 2,056,529 | 5,372,064 | 6,201,174

The range of payment due dates for the liabilities presented as trade 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 120 days.

The Company An ageing analysis of the trade payables as at the end of each of the Track Record Period, based on the invoice date, is as follows:

As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Within 1 year | 1,540,030 | 2,763,823 | 3,594,616 | 5,480,198 1 to 2 years | 390 | 103,884 | 3,256 | 3,551 2 to 3 years | 3,987 | 389 | 86,798 | 22,366 Over 3 years | 1,498 | 4,223 | 4,595 | 499

| 1,545,905 | 2,872,319 | 3,689,265 | 5,506,614

– I-76 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

31. CONTRACT ASSETS/CONTRACT LIABILITIES

(a) Contract assets

Contract assets primarily arise from the sales of battery products. The Group provides customers to retain a certain percentage of the contract value in warranty period. This amount is included in contract assets as the Group's entitlement to this final payment is conditional on the Group's satisfactory work until the end of warranty period.

The Group As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Battery products | 190,560 | 222,323 | 256,056 | 470,294

The Company As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Battery products | 13,611 | 16,760 | 16,488 | 16,036

(b) Contract liabilities

Contract liabilities include advances received from customers for providing products including consumer batteries, power batteries and ESS batteries. Most of contract liabilities at the beginning of each reporting period were recognised as revenue during the Track Record Period.

The Group As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Current | 953,688 | 340,177 | 323,223 | 488,237 Non-current | 13,283 | 57,219 | 43,908 | 35,229

| 966,971 | 397,396 | 367,131 | 523,466

The Company As at 31 December 2022 | 2023 | 2024 | As at 30 September 2025 RMB'000 | RMB'000 | RMB'000 | RMB'000

Current 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 Non-current 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

– I-77 –

2022

2023

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000

330,657 6,669

78,576 45,892

46,532 25,782

129,069 17,163

337,326

124,468

72,314

146,232

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 32.

ACCOUNTANTS' REPORT

OTHER PAYABLES AND ACCRUALS The Group As at 30 September

As at 31 December

Non-current Government grants ў ў ў ў ў ў ў 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 ў ў ў ў

Current Payable for property, plant and equipment ў ў ў ў ў ў ў ў ў ў ў ў Employee benefits payable 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 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 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 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 ў ў ў ў ў

2022

2023

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000

645,997 93,014

908,264 75,329

996,868 26,517

1,233,396 16,571

739,011

983,593

1,023,385

1,249,967

4,746,373 604,799 55,435 36,306 99,961

8,236,024 673,065 6,506 46,032 46,559

6,698,476 662,871 17,004 93,949 50,619

5,803,140 372,681 31,143 178,184 17,823

5,542,874

9,008,186

7,522,919

6,402,971

6,281,885

9,991,779

8,546,304

7,652,938

注：此项主要代表收到的用于建造某些设备的政府补助，已在合并财务状况表中确认为非流动负债。该递延收益按直线法在相关所购资产的预期使用年限内摊销至损益。

Note: It mainly represents the receipt of government grants for constructions of certain equipment, which has been recognised as a non-current liability on the consolidated statement of financial position. Such deferred income is amortised on the straight-line basis to profit or loss over the expected useful lives of the relevant assets acquired.

The Company As at 30 September

As at 31 December

Non-current Government grants ў ў ў ў ў ў ў 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 ў ў ў ў

Current Payable for property, plant and equipment ў ў ў ў ў ў ў ў ў ў ў ў Employee benefits payable 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 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 ў ў ў ў Other payables to subsidiaries ў ў 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 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 ў ў ў ў ў

2022

2023

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000

202,834 55,978

197,731 43,774

167,000 1,768

169,962 –

258,812

241,505

168,768

169,962

483,951 180,078 1,529 13,244 1,852 21,592

338,855 198,925 1,927 10,329 12 14,996

588,855 222,053 1,436 7,823 18,117 4,426

346,479 97,242 1,601 32,610 110,096 2,933

702,246

565,044

842,710

590,961

961,058

806,549

1,011,478

760,923

Note: It mainly represents the receipt of government grants for constructions of certain equipment, which has been recognised as a non-current liability on the consolidated statement of financial position. Such deferred income is amortised on the straight-line basis to profit or loss over the expected useful lives of the relevant assets acquired.

– I-78 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 33.

ACCOUNTANTS' REPORT

INTEREST-BEARING BANK AND OTHER BORROWINGS The Group As at 30 September

As at 31 December

Non-current Pledged borrowings (note a) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Guaranteed borrowings (note b) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Credit 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 Exchangeable Bond (note c) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Medium-term note (note d) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў

Current Pledged borrowings (note a) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Guaranteed borrowings (note b) ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Credit 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 Medium-term note (note d) 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 ў ў ў ў ў

2022

2023

2024

2025

RMB'000

RMB'000

RMB'000

RMB'000

1,632,381 8,178,165 4,831,045 2,408,082 –

1,292,888 9,369,172 3,680,875 2,456,853 –

1,131,605 12,733,062 3,749,177 – 499,660

1,023,387 15,529,321 5,480,602 – 499,597

17,049,673

16,799,788

18,113,504

22,532,907

744,995 1,848,711 1,365,971 –

1,061,577 2,114,012 1,960,986 –

771,132 4,078,049 2,477,932 9,086

201,910 3,900,816 1,192,100 5,833

3,959,677

5,136,575

7,336,199

5,300,659

21,009,350

21,936,363

25,449,703

27,833,566

As at 31 December 2022, 2023, 2024 and 30 September 2025, the borrowings bear effective interest rates from 0.75% to 6%, 0.75% to 6%, 0.75% to 6% and 0.75% to 6% per annum respectively.

Notes: (a)

Pledged borrowings were mainly secured by the shares of Smoore International Holdings Limited, the shares of a subsidiary and certain property, plant and equipment for the year ended 31 December 2022 and 2023, respectively and by financial assets at FVTPL, the shares of a subsidiary and certain property, plant and equipment for the year ended 31 December 2024 and the nine months ended 30 September 2025.

(b)

The amounts were guaranteed by the Company and certain subsidiaries.

(c)

On 22 November 2021, EVE Battery Investment Ltd. ("Bond Issuer") issued a secured guaranteed exchangeable bond (the "Exchangeable Bond") at a principal amount of US$350,000,000. It bears interest payable semi-annually in arrears on 22 May and 22 November each year, commencing 22 May 2022 and has a maturity date on 22 November 2026 (the "Maturity Date"). It is unconditionally and irrevocably guaranteed by the Company. The holder of the Exchangeable Bond (the "Bondholder") has right to exchange all the outstanding principal amount of the Exchangeable Bond for a pro rata share of a fixed pool of Smoore International Holdings Limited shares ("SIHL Shares"), at any time following the 40 days from the date of issue of the Exchangeable Bond (the "Issue Date") up to and including 10 business days prior to the Maturity Date (the "Exchange Right"). Instead of delivering SIHL Shares, Bond Issuer can elect to settle in cash for the value of the SIHL Shares. The Exchangeable Bond was early redeemed in full during the year ended 31 December 2024.

(d)

On 17 April 2024, the Company issued 3-year medium-term note with total value of RMB500,000,000. The coupon rate is 2.80% per annum. Total proceeds received net of issuance costs, amounted to RMB499,250,000. The medium-term note will be fully repaid on 17 April 2027.

– I-79 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | The Company | | | | |---|---|---|---|---| | | As at 31 December | | | As at 30 September | | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | **Non-current** | | | | | | Pledged borrowings | 180,407 | 956,426 | 750,000 | 666,666 | | Guaranteed borrowings | – | – | 302,087 | 367,279 | | Credit borrowings | 4,746,045 | 3,621,700 | 3,719,177 | 5,480,603 | | Medium-term note | – | – | 499,660 | 499,597 | | | 4,926,452 | 4,578,126 | 5,270,924 | 7,014,145 | | **Current** | | | | | | Pledged borrowings | 182,016 | 279,532 | 207,877 | 167,292 | | Guaranteed borrowings | 94,122 | – | 41,461 | 87,309 | | Credit borrowings | 1,365,683 | 1,960,783 | 2,447,728 | 1,162,100 | | Medium-term note | – | – | 9,086 | 5,833 | | | 1,641,821 | 2,240,315 | 2,706,152 | 1,422,534 | | **Total** | **6,568,273** | **6,818,441** | **7,977,076** | **8,436,679** |

During the Track Record Period, the Group did not violate any financial covenants under the borrowing agreements. The Group's and the Company's borrowings were repayable as follows:

| | The Group | | | | |---|---|---|---|---| | | As at 31 December | | | As at 30 September | | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | **Analysed as:** | | | | | | **Bank borrowings** | | | | | | – Within 1 year | 3,398,411 | 4,602,580 | 7,030,552 | 5,248,065 | | – Over 1 year but within 2 years | 4,657,128 | 5,570,495 | 5,829,336 | 9,143,463 | | – Over 2 years but within 5 years | 7,789,830 | 7,206,659 | 10,659,134 | 11,963,401 | | – Over 5 years | 1,390,267 | 1,223,640 | 1,080,289 | 656,917 | | | 17,235,636 | 18,603,374 | 24,599,311 | 27,011,846 | | **Other borrowings** | | | | | | – Within 1 year | 561,266 | 533,995 | 305,647 | 52,594 | | – Over 1 year but within 2 years | 567,323 | 2,798,994 | 54,171 | 499,597 | | – Over 2 years but within 5 years | 2,645,125 | – | 490,574 | 269,529 | | | 3,773,714 | 3,332,989 | 850,392 | 821,720 | | **Total** | **21,009,350** | **21,936,363** | **25,449,703** | **27,833,566** |

– I-80 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | The Company | | | | |---|---|---|---|---| | | As at 31 December | | | As at 30 September | | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | **Analysed as:** | | | | | | **Bank borrowings** | | | | | | – Within 1 year | 1,503,551 | 2,100,763 | 2,656,613 | 1,416,701 | | – Over 1 year but within 2 years | 2,420,579 | 2,549,320 | 1,885,315 | 3,213,041 | | – Over 2 years but within 5 years | 2,325,466 | 1,738,222 | 2,553,561 | 3,031,978 | | – Over 5 years | – | 250,000 | 332,388 | – | | | 6,249,596 | 6,638,305 | 7,427,877 | 7,661,720 | | **Other borrowings** | | | | | | – Within 1 year | 138,270 | 139,552 | 49,539 | 5,833 | | – Over 1 year but within 2 years | 139,941 | 40,584 | 9,086 | 499,597 | | – Over 2 years but within 5 years | 40,466 | – | 490,574 | 269,529 | | | 318,677 | 180,136 | 549,199 | 774,959 | | **Total** | **6,568,273** | **6,818,441** | **7,977,076** | **8,436,679** |

34. CONVERTIBLE CORPORATE BONDS

In March 2025, the Company issued convertible corporate bonds with an aggregate principal amount of RMB5 billion (the "EVE Convertible Bonds"), comprising 50 million units with a par value of RMB100 each. The EVE Convertible Bonds are listed on the ChiNext Market of the Shenzhen Stock Exchange under bond code 123254. The liability and equity components of the convertible corporate bonds issued are as follows:

| | Liability component RMB'000 | Equity component RMB'000 | Total RMB'000 | |---|---|---|---| | **Fixed rate six years convertible corporate bonds issued in March 2025 ("EVE Convertible Bonds")** | | | | | Nominal value of convertible bonds | | | | | Direct transaction costs | | | | | Balance as at the issuance date | | | |

4,644,527 (27,023) 4,617,504

355,473 (1,900) 353,573

5,000,000 (28,923) 4,971,077

摊销 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 按面值计算的利息 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 可转换债券转换为股份及回售期权 ў ў ў ў ў ў ў ў ў ў 递延所得税负债的影响 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

51,360 5,000 (581) –

– – (44) (53,030)

51,360 5,000 (625) (53,030)

2025年9月30日结余 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

4,673,283

300,499

4,968,782

可转换公司债券负债部分账面价值分析如下： 于 2025年9月30日 人民币千元

负债部分 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 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 减：一年内须支付的利息 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 ў ў ў ў ў

4,673,283 (5,000) 4,668,283

– I-81 –

本文件为草稿形式，内容不完整且可能变动，相关信息须结合本文件封面"警告"部分一并阅读。

附录一

会计师报告

可转换公司债券的重要条款及还款时间表： •

可转换公司债券的期限为六年，自2025年3月24日至2031年3月23日，并按固定利率计息：第一年0.2%，第二年0.4%，第三年0.6%，第四年1.5%，第五年1.8%，第六年2.0%。

•

可转换公司债券持有人可在转换期（"转换期"）内，即自2025年9月29日起至到期日2031年3月24日止，按规定的转换价格选择将可转换公司债券转换为本公司普通A股股份。任何未转换的可转换公司债券将于到期时按面值的112%赎回，其中包含第六年的利息。

•

初始转换价格为每股A股人民币51.39元。根据可转换公司债券的条款及条件，转换价格须作反摊薄调整。经上述调整后，于2025年12月2日生效的最新转换价格修订为每股A股人民币50.28元。

•

在转换期内，若本公司A股在任意连续30个交易日中，有至少15个交易日的收盘价不低于当时有效转换价格的130%，在取得中国相关主管部门批准（如需）的前提下，本公司有权在首个符合赎回条件的日期，以面值加应计利息赎回全部或部分未偿还可转换公司债券。如上述交易日中，转换价格因除权或除息而作出调整，则调整前的价格以调整前交易日的转换价格及收盘价计算，调整后的价格以调整后交易日的转换价格及收盘价计算。若可转换公司债券的未偿还总额低于人民币3,000万元，本公司亦有权以面值加应计利息赎回全部可转换公司债券。

董事估计，于2025年9月30日，可转换公司债券负债部分的公允价值约为人民币47.06亿元。该公允价值采用市场利率对未来现金流量进行折现计算所得（第二级公允价值计量）。

35.

衍生金融工具

本集团

现金流量对冲下的衍生工具：

| | 于12月31日 | | | 于2025年9月30日 | |---|---|---|---|---| | | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | 人民币千元 | | 金融资产 | | | | | | – 货币远期合约 | – | – | – | 4,373 | | – 商品期货 | – | – | – | 15,048 | | – 外汇期权 | – | – | – | 437 | | 合计 | – | – | – | 19,858 | | 金融负债 | | | | | | – 货币远期合约 | – | – | 29,094 | – | | – 商品期货 | – | 705 | 2,685 | – | | – 外汇期权 | – | – | – | 3,050 | | 合计 | – | 705 | 31,779 | 3,050 |

– I-82 –

本文件为草稿形式，内容不完整且可能变动，相关信息须结合本文件封面"警告"部分一并阅读。

附录一

会计师报告

本公司

现金流量对冲下的衍生工具：

| | 于12月31日 | | | 于2025年9月30日 | |---|---|---|---|---| | | 2022年 人民币千元 | 2023年 人民币千元 | 2024年 人民币千元 | 人民币千元 | | 金融资产 | | | | | | – 货币远期合约 | – | – | – | 1,826 | | – 商品期货 | – | – | – | 15,048 | | – 外汇期权 | – | – | – | 437 | | 合计 | – | – | – | 17,311 | | 金融负债 | | | | | | – 货币远期合约 | – | – | 9,230 | – | | – 商品期货 | – | 705 | 2,685 | – | | 合计 | – | 705 | 11,915 | – |

自截至2023年12月31日的财务年度起，本集团利用商品期货（具体为碳酸锂及铜）对预期关键原材料采购进行对冲，以降低市场价格波动对原材料采购的影响。本集团通过货币远期合约锁定预期收付款汇率，以对冲汇率波动风险。

36.

股本及库存股

| | 于12月31日 | | | 于2025年9月30日 |

Share capital　　　　　　　　　　　　　　　　　　　　　　　　　　　 Treasury shares

| | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Share capital | 2,041,759 | 2,045,721 | 2,045,721 | 2,045,733 | | Treasury shares | 249,890 | 323,403 | 364,953 | 403,505 |

The changes in share capital are as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Issued and fully paid: | | | | | | At the beginning of the year | 1,898,272 | 2,041,759 | 2,045,721 | 2,045,721 | | Shares issued under restricted share incentive plans (note a) | 516 | 3,962 | – | – | | Conversion of Convertible Bonds into Shares and Put Option | – | – | – | 12 | | Private placement (note b) | 142,971 | – | – | – | | At the end of the year/period | 2,041,759 | 2,045,721 | 2,045,721 | 2,045,733 | | Number of ordinary shares (in thousands) | 2,041,759 | 2,045,721 | 2,045,721 | 2,045,733 |

– I-83 –

本文件為草稿，尚未完成，可能作出更改，文件所載資料須與本文件封面「警告」一節合併閱讀。

附錄一

會計師報告

The changes in treasury shares are as follows:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | At the beginning of the year | – | 249,890 | 323,403 | 364,953 | | Shares issued under restricted share incentive plans (note a) | – | (76,517) | (19,946) | – | | Repurchase of shares (note c) | 249,890 | 150,030 | 61,496 | 38,552 | | At the end of the year/period | 249,890 | 323,403 | 364,953 | 403,505 | | Number of ordinary shares (in thousands) | 2,941 | 4,958 | 5,994 | 6,872 |

Notes:

(a) During the year ended 31 December 2022, a total of 516,247 share options were exercised and a contribution of RMB3,929,000 was received by the Company from the participants; the Company recognised share capital of RMB516,000 and capital reserve of RMB3,413,000.

During the year ended 31 December 2023, a total of 3,962,219 restricted shares were vested and listed for circulation. Accordingly, a contribution of RMB300,495,000 was received by the Company from the participants; the Company recognised share capital of RMB3,962,000 and capital reserve of RMB296,533,000. Treasury shares of 1,173,000 were transferred to the grantees under the share incentive plan, with a reduction of treasury stock of RMB76,517,000 and a decrease of capital reserve of RMB23,697,000.

During the year ended 31 December 2024, a total of 336,775 restricted shares were vested and listed for circulation. Accordingly, a contribution of RMB25,319,000 was received by the Company from the participants; treasury shares of 336,775 were transferred to the grantees under the share incentive plan, with a reduction of treasury stock of RMB19,946,000 and capital reserve of RMB5,373,000 was recognised.

(b) On 24 November 2022, as approved by the China Securities Regulatory Commission ("CSRC"), the Company issued a total of 142,970,611 A shares to 3 specific investors and the shares were listed on the ChiNext Market of the Shenzhen Stock Exchange; funding of RMB9,000,000,000 (approximately RMB9 billion) was raised through the issuance. After netting off transaction costs of RMB26,403,000, the Company received a total of RMB8,973,597,000. In respect of the private placement, the Group recognised share capital of RMB142,971,000 and capital reserve of RMB8,830,626,000, net of taxation.

(c) For the year ended 31 December 2022, a total of 2,941,200 A shares were repurchased, and treasury stock amounting to RMB249,890,000 (excluding transaction costs) was accordingly recognised. The shares were repurchased at an average price of RMB84.94 per share.

For the year ended 31 December 2023, a total of 3,189,561 A shares were repurchased, and treasury stock amounting to RMB150,030,000 (excluding transaction costs) was accordingly recognised. The shares were repurchased at an average price of RMB47.03 per share.

For the year ended 31 December 2024, a total of 1,373,400 A shares were repurchased, and treasury stock amounting to RMB61,496,000 (excluding transaction costs) was accordingly recognised. The shares were repurchased at an average price of RMB44.77 per share.

For the period ended 30 September 2025, a total of 877,980 A shares were repurchased, and treasury stock amounting to RMB38,552,000 (excluding transaction costs) was accordingly recognised. The shares were repurchased at an average price of RMB43.88 per share.

– I-84 –

本文件為草稿，尚未完成，可能作出更改，文件所載資料須與本文件封面「警告」一節合併閱讀。

附錄一　　　　　　　　　　　　　　　　　　　　　　　　　　　會計師報告

37. RESERVES

The Group

The amounts of the Group's reserves and the movements therein for the Track Record Period are presented in the consolidated statements of changes in equity.

The Company

| | Treasury shares | Capital reserve | Other comprehensive income reserve | Statutory reserve | Retained profits | Total | |---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | – | 4,329,810 | (62,655) | 333,555 | 2,526,956 | 7,127,666 | | Profit for the year | – | – | – | – | 914,916 | 914,916 | | Other comprehensive loss for the year | – | – | (17,286) | – | – | (17,286) | | Total comprehensive income for the year | – | – | (17,286) | – | 914,916 | 897,630 | | Dividends paid | – | – | – | – | (303,505) | (303,505) | | Transfer to statutory reserve | – | – | – | 91,492 | (91,492) | – | | Private placement | – | 8,834,038 | – | – | – | 8,834,038 | | Repurchase of shares | (249,890) | – | – | – | – | (249,890) | | Share-based payment | – | 624,795 | – | – | – | 624,795 | | Exercise of share options / vesting of restricted shares | – | – | (50,752) | 5,075 | 45,677 | – | | As at 31 December 2022 | (249,890) | 13,788,643 | (130,693) | 430,122 | 3,092,552 | 16,930,734 |

As at 1 January 2023

Profit for the year Other comprehensive loss for the year Total comprehensive (loss)/income for the year Dividend declared and paid (note 13) Appropriation of statutory reserve Capital injection Repurchase of ordinary shares Equity-settled share-based payments (note 38) Others As at 31 December 2023

| | Treasury shares | Capital reserve | Other comprehensive income reserve | Statutory reserve | Retained profits | Total | |---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 31 December 2022 | (249,890) | 13,788,643 | (130,693) | 430,122 | 3,092,552 | 16,930,734 | | Profit for the year | – | – | – | – | 250,191 | 250,191 | | Other comprehensive loss for the year | – | – | (3,878) | – | – | (3,878) | | Total comprehensive (loss)/income for the year | – | – | (3,878) | – | 250,191 | 246,313 | | Dividend declared and paid (note 13) | – | – | – | – | (326,845) | (326,845) | | Appropriation of statutory reserve | – | – | – | 25,019 | (25,019) | – | | Capital injection | – | 272,836 | – | – | – | 272,836 | | Repurchase of ordinary shares | (150,030) | – | – | – | – | (150,030) | | Equity-settled share-based payments (note 38) | 76,517 | 456,910 | – | – | – | 533,427 | | Others | – | 6,500 | – | 1,342 | 12,080 | 19,922 | | As at 31 December 2023 | (323,403) | 14,524,889 | (134,571) | 456,483 | 3,002,959 | 17,526,357 |

– I-85 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

As at 1 January 2024

| | Treasury shares | Capital reserve | Other comprehensive income reserve | Statutory reserve | Retained profits | Total | |---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2024 | (323,403) | 14,524,889 | (134,571) | 456,483 | 3,002,959 | 17,526,357 | | Profit for the year | – | – | – | – | 1,956,284 | 1,956,284 | | Other comprehensive income for the year | – | – | 5,321 | – | – | 5,321 | | Total comprehensive income for the year | – | – | 5,321 | – | 1,956,284 | 1,961,605 | | Dividend declared and paid (note 13) | – | – | – | – | (1,020,382) | (1,020,382) | | Appropriation of statutory reserve | – | – | – | 195,628 | (195,628) | – | | Capital injection | – | 5,373 | – | – | – | 5,373 | | Repurchase of ordinary shares | (61,496) | – | – | – | – | (61,496) | | Equity-settled share-based payments (note 38) | 19,946 | (76,365) | – | – | – | (56,419) | | Others | – | 308 | – | – | – | 308 | | As at 31 December 2024 | (364,953) | 14,454,205 | (129,250) | 652,111 | 3,743,233 | 18,355,346 |

| | Treasury shares | Capital reserve | Other comprehensive income reserve | Statutory reserve | Retained profits | Total | |---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2024 | (323,403) | 14,524,889 | (134,571) | 456,483 | 3,002,959 | 17,526,357 | | Profit for the period | – | – | – | – | 1,390,308 | 1,390,308 | | Other comprehensive income for the period | – | – | 23,919 | – | – | 23,919 | | Total comprehensive income for the period | – | – | 23,919 | – | 1,390,308 | 1,414,227 | | Dividends declared and paid (note 13) | – | – | – | – | (1,020,382) | (1,020,382) | | Repurchase of ordinary shares | (24,849) | – | – | – | – | (24,849) | | Equity-settled share-based payments (note 38) | – | (99,842) | – | – | – | (99,842) | | Others | – | 590 | – | – | – | 590 | | As at 30 September 2024 (unaudited) | (348,252) | (14,425,637) | (110,652) | 456,483 | 3,372,885 | 17,796,101 |

– I-86 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

| | Treasury shares | Capital reserve | Other comprehensive income reserve | Statutory reserve | Convertible bonds reserve | Retained profits | Total | |---|---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2025 | (364,953) | 14,454,205 | (129,250) | 652,111 | – | 3,743,233 | 18,355,346 | | Profit for the period | – | – | – | – | – | 2,328,853 | 2,328,853 | | Other comprehensive income for the period | – | – | 23,123 | – | – | – | 23,123 | | Total comprehensive income for the period | – | – | 23,123 | – | – | 2,328,853 | 2,351,976 | | Dividends declared and paid (note 13) | – | – | – | – | – | (1,518,943) | (1,518,943) | | Appropriation of statutory reserve | – | – | – | 215,098 | – | (215,098) | – | | Capital injection | – | 556 | – | – | (38) | – | 518 | | Repurchase of ordinary shares | (38,552) | – | – | – | – | – | (38,552) | | Equity-settled share-based payments (note 38) | – | 875,999 | – | – | – | – | 875,999 | | Issue of convertible corporate bonds (note 34) | – | – | – | – | 300,537 | – | 300,537 | | Others | – | 3,917 | – | – | – | – | 3,917 | | As at 30 September 2025 | (403,505) | 15,334,677 | (106,127) | 867,209 | 300,499 | 4,338,045 | 20,330,798 |

Details of the Group's subsidiaries that have material non-controlling interests are set out below:

EVE Power Co., Ltd. and its subsidiaries ("EVE Power Group") have non-controlling interests that are material to the Group. The major subsidiaries of EVE Power Group are Huizhou EVE United Energy Co., Ltd. (which is 51% owned by EVE Power Co., Ltd.), Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (which is 65% owned by EVE Power Co., Ltd.) and certain wholly owned subsidiaries of EVE Power Co., Ltd. The interest that non-controlling interests have in Huizhou EVE United Energy Co., Ltd are most material to the Group.

In January 2025, the Group has injected further capital in and acquired equity interests of EVE Power Co., Ltd. from non-controlling interests with a consideration of RMB579,000,000. After completion, EVE Power Co., Ltd. has become wholly owned by the Group.

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | Percentage of equity interest held by non-controlling interests | 2022 | 2023 | 2024 | 2025 | | EVE Power Co., Ltd. | 1.52% | 1.25% | 1.22% | 0% |

| | Year ended 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | Profit for the year/period allocated to non-controlling interests: | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | EVE Power Group | 214,795 | 470,166 | 145,775 | 160,889 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | Accumulated balances of non-controlling interests at the reporting date: | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | EVE Power Group | 2,819,662 | 3,271,642 | 3,415,794 | 2,639,927 |

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | Accumulated balances of non-controlling interests at the reporting date: | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Huizhou EVE United Energy Co., Ltd. | 2,657,617 | 2,932,943 | 3,029,434 | 2,422,478 |

The following tables illustrate the summarised financial information of EVE Power Group. The amounts disclosed are before any inter-company eliminations of the Group:

| | Year ended 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Revenue | 27,215,983 | 39,063,622 | 35,814,578 | 33,727,812 | | Profit for the year/period | 1,265,858 | 3,252,376 | 2,794,524 | 1,735,727 | | Other comprehensive (loss)/income for the year/period | – | – | (10,001) | 15,105 | | Total comprehensive income for the year/period | 1,265,858 | 3,252,376 | 2,784,523 | 1,750,832 | | Net cash flows generated from operating activities | 6,221,967 | 5,788,486 | 3,946,351 | 5,115,473 | | Net cash flows used in investing activities | (12,875,257) | (4,105,306) | (4,089,237) | (4,803,987) | | Net cash flows generated from/(used in) financing activities | 7,085,417 | 1,017,899 | 764,677 | (2,918,071) |

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Current assets | 19,825,430 | 25,451,972 | 27,879,617 | 31,245,116 | | Non-current assets | 27,220,607 | 33,177,834 | 32,974,374 | 33,976,267 | | Current liabilities | 28,892,851 | 30,538,745 | 29,207,833 | 33,637,563 | | Non-current liabilities | 10,232,730 | 10,945,596 | 11,244,847 | 11,458,623 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

38. SHARE INCENTIVE PLAN

(a) Share Option Incentive Plan

Pursuant to the Employee Incentive Plan Phase 5 approved at the 26th session of the Board of Directors and the 25th session of the Supervisory Board of the Company on 25 December 2023, the Company granted 7,250,000 share options to 44 incentive participants, including directors, senior and middle management, and other key employees. The grant date was 25 December 2023, and the exercise price was RMB70.00 per share. The share options vest over two tranches, with 50% vesting at the end of each year following the grant date, contingent upon meeting both company performance targets (revenue) and individual performance evaluations. The vested share options from the first tranche will be exercisable after 18 months from the grant date, while the vested share options from the second tranche will be exercisable after 30 months from the grant date.

The following share options were outstanding under the share option incentive plan during the years ended 31 December 2022, 2023, 2024 and nine months ended 30 September 2025:

| | Weighted average exercise price RMB per share | Number of options | |---|---|---| | Options outstanding as at 1 January 2022, 31 December 2022 and 1 January 2023 | – | – | | Granted during the year | 70.00 | 7,250,000 | | Options outstanding as at 31 December 2023 and 1 January 2024 | 70.00 | 7,250,000 | | Forfeited during the year | 70.00 | (3,625,000) | | Options outstanding as at 31 December 2024, 1 January 2025 and 30 September 2025 | 70.00 | 3,625,000 |

公允价值于授予日由独立方使用Black Scholes模型确定，该模型考虑了行权价格、期权期限、授予日股价、预期波动率以及期权期限内的无风险利率。

员工激励计划 第五期

| 授予日股价 | RMB39.85 | | 预期波动率（%） | 18.57%及22.16% | | 无风险利率（%） | 1.50%及2.10% | | 期权预期存续期（年） | 1.5年及2.5年 | | 预期股息收益率（%） | 0.00% | | 授予日行权价格 | RMB70.00 |

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），并根据可公开获取信息对未来波动率的预期变化进行调整。预期存续期为授予的期权预期保持有效的时间段。

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本文件为草稿形式，内容不完整且可能有所更改，阅读本文件所载资料时，必须一并阅读本文件封面"警告"一节。

附录一 （b）

会计师报告

第二类限制性股票激励计划

APPENDIX I

ACCOUNTANTS' REPORT

Pursuant to the Employee Incentive Plan Phase 3 approved at the 41st session of the Board of Directors and the 35th session of the Supervisory Board of the Company on 3 December 2021, the Company granted 17,575,800 restricted shares to 1,634 incentive participants, including directors, senior and middle management, core technical staff and other key employees. The grant date was 3 December 2021, and the subscription price was RMB76.00 per share. The restricted shares vest over four periods, with 25% vesting at the end of each year following the grant date, contingent upon meeting both company performance targets (revenue) and individual performance evaluations. The relevant grantees must maintain continuous employment throughout the vesting period. The plan has a term of 60 months, beginning from the grant date until all restricted shares are vested or invalidated.

Pursuant to the "Proposal on the Adjustment of the Subscription Price under the Employee Incentive Plan Phase 3," approved at the 8th session of the Board of Directors and the 8th session of the Supervisory Board on 10 February 2023, and at the 42nd session of the Board of Directors and the 40th session of the Supervisory Board on 24 October 2024, the subscription price of the restricted shares under the plan was adjusted from RMB76.00 to RMB75.84 per share, and subsequently to RMB75.18 per share, as a result of dividend distribution of the Company.

Pursuant to the Employee Incentive Plan Phase 4 (Initial Grant) approved at the 10th session of the Board of Directors and the 10th session of the Supervisory Board of the Company on 14 March 2023, the Company granted 29,663,700 restricted shares to 164 incentive participants, including directors, senior and middle management, and other key employees. The grant date was 14 March 2023, and the subscription price was RMB41.23 per share. The restricted shares vest over four periods, with 25% vesting at the end of each year following the grant date, contingent upon meeting both company performance targets (revenue) and individual performance evaluations. The relevant grantees must maintain continuous employment throughout the vesting period. The plan has a term of 60 months, beginning from the grant date until all restricted shares are vested or invalidated.

Pursuant to the "Proposal on the Adjustment of the Subscription Price under the Employee Incentive Plan Phase 4" approved at the 20th session of the Board of Directors and the 19th session of the Supervisory Board of the Company on 25 September 2023, the subscription price of the restricted shares under the plan was adjusted from RMB41.23 per share to RMB41.07 per share as a result of dividend distribution of the Company.

Pursuant to the Employee Incentive Plan Phase 4 (Reserved Grant) approved at the 20th session of the Board of Directors and the 19th session of the Supervisory Board of the Company on 25 September 2023, the Company granted 5,000,000 restricted shares to 61 incentive participants, including directors, senior and middle management, and other key employees. The grant date was 25 September 2023, and the subscription price was RMB41.07 per share. The restricted shares vest over four periods, with 25% vesting at the end of each year following the grant date, contingent upon meeting both company performance targets (revenue) and individual performance evaluations. The relevant grantees must maintain continuous employment throughout the vesting period. The plan has a term of 60 months, beginning from the grant date until all restricted shares are vested or invalidated.

Pursuant to the Employee Incentive Plan Phase 6 approved at the 42nd session of the Board of Directors and the 40th session of the Supervisory Board of the Company on 24 October 2024, the Company granted 70,650,000 restricted shares to 619 incentive participants, including directors, senior and middle management, and other key employees. The grant date was 24 October 2024, and the subscription price was RMB22.76 per share. The restricted shares vest over two periods, with 50% vesting at the end of each year following the grant date, contingent upon meeting both company performance targets (total annual shipment volume of power batteries and ESS batteries) and individual performance evaluations. The relevant grantees must maintain continuous employment throughout the vesting period. The Sixth Restricted Share Incentive Plan has a term of 36 months, beginning from the grant date until all restricted shares are vested or invalidated.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

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APPENDIX I

ACCOUNTANTS' REPORT

Set out below are details of the movements of the outstanding restricted shares granted throughout the Track Record Period.

| | As at 31 December 2022 | As at 31 December 2023 | As at 31 December 2024 | As at 30 September 2025 | |---|---|---|---|---| | At the beginning of the year/period | 17,568,900 | 16,503,255 | 37,389,916 | 91,432,679 | | Granted during the year/period | – | 34,663,700 | 70,650,000 | – | | Forfeited during the year/period | (1,065,645) | (9,814,820) | (16,270,462) | (2,051,499) | | Vested during the year/period | – | (3,962,219) | (336,775) | – | | **At the end of the year/period** | **16,503,255** | **37,389,916** | **91,432,679** | **89,381,180** |

The fair value at grant date is independently determined using the Black Scholes Model that takes into account the subscription price, the term of the restricted shares, the share price at grant date, expected volatility, and the risk-free interest rate for the term of the restricted shares.

| | Employee Incentive Plan Phase 3 | Employee Incentive Plan Phase 4 (Initial Grant) | Employee Incentive Plan Phase 4 (Reserved Grant) | |---|---|---|---| | Risk-free interest rate (%) | | | |

RMB146.20 22.44% – 26.90% 1.50% – 2.75%

RMB65.80 23.40% – 26.80% 1.50% – 2.75%

RMB45.06 17.78% – 25.88% 1.50% – 2.75%

Expected life of restricted shares (year) Expected dividend yield (%) Subscription price at date of grant

1 – 4 years 0.00% RMB76.00

1 – 4 years 0.00% RMB41.23

1 – 4 years 0.00% RMB41.07

Share price at date of grant Expected volatility (%)

Employee Incentive Plan Phase 6

RMB44.90 28.52% and 22.16% 1.50% and 2.10% 1.5 and 2.5 years 0.00% RMB22.76

The expected price volatility is based on the historic volatility (based on the remaining life of the restricted shares), adjusted for any expected changes to future volatility due to publicly available information. The expected life is the period of time over which the restricted shares granted are expected to remain outstanding.

(c)

Equity-settled share-based payment expenses

During the years ended 31 December 2022, 2023, 2024 and nine months ended 30 September 2025, equity-settled share-based payment expenses/(reversal) of RMB624,795,000, RMB456,910,000, RMB(76,365,000) and RMB875,999,000 were charged/(credited) to profit or loss, respectively.

39.

NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS

(a)

Changes in liabilities arising from financing activities

| | Lease liabilities | Bank and other borrowings | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2022 | 56,819 | 10,152,196 | 10,209,015 | | Changes from financing cash flows | (31,381) | 10,487,827 | 10,456,446 | | Accretion of interest recognised during the year | (4,684) | (449,812) | (454,496) | | Interest expense | 4,684 | 543,519 | 548,203 | | Other non-cash movements | 49,782 | 275,620 | 325,402 | | As at 31 December 2022 | 75,220 | 21,009,350 | 21,084,570 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

(b)

| | Lease liabilities | Bank and other borrowings | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2023 | 75,220 | 21,009,350 | 21,084,570 | | Changes from financing cash flows | (33,228) | 965,407 | 932,179 | | Accretion of interest recognised during the year | (3,303) | (743,572) | (746,875) | | Interest expense | 3,303 | 788,062 | 791,365 | | Other non-cash movements | 54,870 | (82,884) | (28,014) | | As at 31 December 2023 | 96,862 | 21,936,363 | 22,033,225 |

| | Lease liabilities | Bank and other borrowings | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2024 | 96,862 | 21,936,363 | 22,033,225 | | Changes from financing cash flows | (45,280) | 3,233,014 | 3,187,734 | | Accretion of interest recognised during the year | (3,653) | (728,477) | (732,130) | | Interest expense | 3,653 | 773,056 | 776,709 | | Other non-cash movements | 52,288 | 235,747 | 288,035 | | As at 31 December 2024 | 103,870 | 25,449,703 | 25,553,573 |

| | Lease liabilities | Bank and other borrowings | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | As at 1 January 2025 | 103,870 | 25,449,703 | 25,553,573 | | Changes from financing cash flows | (24,336) | 1,850,688 | 1,826,352 | | Accretion of interest recognised during the period | (2,442) | (582,273) | (584,715) | | Interest expense | 2,442 | 659,127 | 661,569 | | Other non-cash movements | 35,478 | 456,321 | 491,799 | | As at 30 September 2025 | 115,012 | 27,833,566 | 27,948,578 |

Total cash outflow for leases

| | Year ended 31 December | | | Nine months ended 30 September | |---|---|---|---|---| | | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | Within operating activities | 4,961 | 83,467 | 49,698 | 117,589 | | Within financing activities | 36,065 | 36,531 | 48,933 | 26,659 | | | 41,026 | 119,998 | 98,631 | 144,248 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I

ACCOUNTANTS' REPORT

40.

RELATED PARTY TRANSACTIONS

(a)

Name of related parties and relationship with the Group

| Name | Relationship |

EVE Energy North America Corporation

Smoore International Holdings Limited and its subsidiaries (思摩爾國際控股有限公司及其子公司)

SK On Jiangsu Co., Ltd. (SK新能源(江蘇)有限公司)

Qujing Defang Yiwei Co., Ltd. (曲靖市德枋億緯有限公司)

Changzhou BTR New Material Technology Co., Ltd. (常州市貝特瑞新材料科技有限公司)

PT Huafei Nickel Cobalt (華飛鎳鈷(印尼)有限公司)

Nanjing Zhongjiao Hangxin New Energy Technology Co., Ltd. (南京中交航信新能源科技有限公司)

Haodyne Technology Co., Ltd. (深圳好電科技有限公司)

Jingmen Xinzhoubang New Materials Co., Ltd. (荊門新宙邦新材料有限公司)

North China Aluminium New Material Technology Co., Ltd. (華北鋁業新材料科技有限公司)

Amplify Cell Technologies LLC

Huashi Chuanneng (Beijing) Technology Co., Ltd. (華石創能(北京)科技有限公司)

Qinghai Jinwei New Material Technology Co., Ltd. (青海金緯新材料科技有限公司)

Qinghai Chaidamu Xinghua Lithium Salt Co., Ltd. (青海柴達木興華鋰鹽有限公司)

Suzhou Hanhe Intelligent Equipment Co., Ltd. (蘇州瀚和智能裝備有限公司)

Jiangsu Zhongzhi Marine & Offshore Co., Ltd. (江蘇中智海洋工程裝備有限公司)

Jinkunlun Lithium Industry Co., Ltd (金崑崙鋰業有限公司)

Huizhou EVE New Energy Co., Ltd. (惠州億緯新能源有限公司)

EVE Hydrogen Energy Co., Ltd. (惠州億緯氫能有限公司)

Hubei Jinquan New Materials Co., Ltd. and its subsidiaries (湖北金泉新材料有限公司及其子公司)

Shenzhen Moore Brother Marketing Co., Ltd. (深圳市摩爾兄弟營銷有限公司)

Guangdong Yiding Architectural Design Co., Ltd. (廣東億頂建築設計有限公司)

Guangdong Jinlong New Energy Automotive Sales Co., Ltd. (廣東金瓏新能源汽車銷售有限公司)

Unionman Technology Co., Ltd. and its subsidiaries (廣東九聯科技股份有限公司及其子公司)

| | | |---|---| | A joint venture of the Group | | | Associates of the Group | | | An associate of the Group | | | An associate of the Group | | | An associate of the Group | | | An associate of the Group | | | An associate of the Group | | | An associate of the Group from June 2022 | | | An associate of the Group | | | An associate of the Group | | | An associate of the Group from May 2024 | | | An associate of the Group from February 2024 | | | An associate of the Group | | | An associate of the Group | | | An associate of the Group before January 2023 | | | An associate of the Group | | | An associate of the Group | | | A related company of the Group | | | A related company of the Group | | | Related companies of the Group | | | A related company of the Group | | | A related company of the Group | | | A related company of the Group | | | Related companies of Mr. Zhan Qijun | |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I (b)

ACCOUNTANTS' REPORT

In addition to the transactions detailed elsewhere in the Historical Financial Information, the Group had the following transactions with related parties during the Track Record Period:

| | Year ended 31 December | | | Nine months ended 30 September | | |---|---|---|---|---|---| | | 2022 | 2023 | 2024 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | RMB'000 | | **Sale of goods or provision of services to:** | | | | | | | Associates | 833,196 | 1,546,440 | 1,365,639 | 970,018 | 1,014,513 | | Joint venture | 203,957 | 260,113 | 170,526 | 94,822 | 155,538 | | Related companies | 215,159 | 156,240 | 219,947 | 136,824 | 295,800 | | **Total** | **1,252,312** | **1,962,793** | **1,756,112** | **1,201,664** | **1,465,851** | | **Interest income from:** | | | | | | | Associate | 102,952 | 85,196 | 77,412 | 57,876 | 54,450 | | **Purchase of goods or receipt of services from:** | | | | | | | Associates | 1,907,648 | 7,114,053 | 5,122,154 | 3,737,208 | 4,930,160 | | Joint venture | 9,082 | 8,933 | 6,323 | 6,098 | 3,931 | | Related companies | 348,785 | 551,218 | 1,389,110 | 1,119,396 | 1,021,303 | | **Total** | **2,265,515** | **7,674,204** | **6,517,587** | **4,862,702** | **5,955,394** | | **Sale of equipment to:** | | | | | | | Associates | – | – | – | – | 5 | | Related companies | 230 | 1,767 | 677 | 677 | 14 | | **Purchase of equipment from:** | | | | | | | Associates | 1,666 | – | – | – | – | | Related companies | 32,151 | 127,996 | 8,500 | 1,561 | 25,286 | | **Total** | **33,817** | **127,996** | **8,500** | **1,561** | **25,286** | | **Lease payments to:** | | | | | | | Associates | 25 | 6 | – | – | – | | Related companies | 15,232 | 13,601 | 13,505 | 9,647 | 60,936 | | **Total** | **15,257** | **13,607** | **13,505** | **9,647** | **60,936** | | **Rental income from:** | | | | | | | Related companies | – | 812 | 4,731 | 1,094 | 4,884 | | **Acquisition of a subsidiary:** | | | | | | | Related company | – | – | 174,776 | – | – | | **Further Acquisition of a subsidiary without change of control** | | | | | | | Ultimate controlling person | 6,200 | – | – | – | – |

For the year ended 31 December 2022, borrowings from Dr. Liu Jincheng, amounting RMB1,179,990,000, bearing interest rate of 5.50% per annum was settled and borrowings from EVE Holdings Limited, amounting RMB1,460,000,000, bearing interest rate of 5.50% per annum were settled.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I (c)

ACCOUNTANTS' REPORT

Outstanding balances with related parties | | As at 30 September | As at 31 December | | | |---|---|---|---|---| | | 2025 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 |

Due from related companies (trade in nature) Trade and bills receivables | Associates | 177,262 | 486,161 | 290,326 | 252,969 | | Joint venture | 66,809 | 35,578 | 32,189 | 58,184 | | Related companies | 135,814 | – | 27,720 | 36,899 |

Bills receivables (FVTOCI) | Associates | 45,089 | 68,109 | 932 | 30,695 | | Related companies | 46,729 | – | 15,000 | 5,991 |

Prepayments, deposits and other assets | Associates | 18,003 | 175,148 | 45,537 | 57,654 | | Related companies | 3,136 | 41,573 | 33,066 | 15,493 |

Due to related companies (trade in nature) Trade and bills payables | Associates | 1,334,479 | 1,311,017 | 3,038,062 | 1,437,468 | | Related companies | 343,122 | 82,162 | 143,989 | 140,149 |

Contract liabilities | Associates | 780 | – | 308 | 308 | | Joint venture | – | 4,164 | 6,053 | 6,263 | | Related companies | – | – | – | 2,637 |

Loans to related companies (non-trade in nature) | An associate (note 22) | 1,541,992 | 2,381,513 | 1,693,256 | 1,720,824 |

41. COMMITMENTS

At the end of each reporting period, commitments contracted but not provided for in the Historical Financial Information were as follows:

| | As at 30 September | As at 31 December | | | |---|---|---|---|---| | | 2025 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 |

Contracted, but not provided for, net of deposits/investments paid | – Property, plant and equipment | 14,691,401 | 12,131,436 | 11,435,721 | 13,316,165 | | – Investments to be paid | – | 3,511,450 | 5,339,981 | – | | Total | 14,691,401 | 15,642,886 | 16,775,702 | 13,316,165 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

42. FINANCIAL GUARANTEES

The Group has executed guarantees with respect to loans to its associate's bank loans. Under the guarantees, the Group would be liable to pay the lender if the lender is unable to recover the loans. The Group has also provided its equity interest in the associate as security for the associate's bank loans. At end of each reporting period, the guaranteed amount executed in respect of the loans of the associate represents the Group's maximum exposure under the financial guarantee contracts. 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.

| | As at 30 September | As at 31 December | | | |---|---|---|---|---| | | 2025 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 |

Guarantee to an associate | Guarantee amount executed by the Group | 1,428,000 | – | 1,428,000 | 1,428,000 |

43. CONTINGENT LIABILITIES

As at 31 December 2022, 2023, 2024 and 30 September 2025, the Group did not have any significant contingent liabilities.

44. FINANCIAL INSTRUMENTS BY CATEGORY

The carrying amounts of each of the categories of financial instruments at the end of each of the Track Record Period were as follows:

As at 31 December 2022 Financial assets

| | Financial assets at FVTPL RMB'000 | Financial assets at FVTOCI RMB'000 | Financial assets at amortised cost RMB'000 | Total RMB'000 | |---|---|---|---|---| | Trade and bills receivables | – | – | 10,841,095 | 10,841,095 | | Financial assets included in prepayments, other receivables and other assets | – | – | 2,525,107 | 2,525,107 | | Equity investments at FVTOCI | – | 347,816 | – | 347,816 | | Bills receivables measured at FVTOCI | – | 1,117,567 | – | 1,117,567 | | Wealth management products and structured deposits | 3,360,354 | – | – | 3,360,354 | | Bank balances, deposits and cash | – | – | 8,978,705 | 8,978,705 | | Total | 3,360,354 | 1,465,383 | 22,344,907 | 27,170,644 |

Financial liabilities

| | Financial liabilities at amortised cost RMB'000 | |---|---| | Trade and bills payables | 21,561,975 | | Financial liabilities included in other payables and accruals | 5,599,582 | | Interest-bearing bank and other borrowings | 21,009,350 | | Lease liabilities | 75,220 | | Total | 48,246,127 |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I ACCOUNTANTS' REPORT

As at 31 December 2023 Financial assets

Trade and bills receivables Financial assets included in prepayments, other receivables and other assets Equity investments at FVTOCI Bills receivables measured at FVTOCI Wealth management products and structured deposits Bank balances, deposits and cash Total

| | Financial assets at fair value through profit or loss | Financial assets at fair value through other comprehensive income | Financial assets at amortised cost | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Trade and bills receivables | – | – | 14,195,400 | 14,195,400 | | Financial assets included in prepayments, other receivables and other assets | – | – | 1,836,170 | 1,836,170 | | Equity investments at FVTOCI | – | 342,445 | – | 342,445 | | Bills receivables measured at FVTOCI | – | 968,383 | – | 968,383 | | Wealth management products and structured deposits | 3,152,616 | – | – | 3,152,616 | | Bank balances, deposits and cash | – | – | 10,506,209 | 10,506,209 | | Total | 3,152,616 | 1,310,828 | 26,537,779 | 31,001,223 |

Financial liabilities

| | Financial liabilities at amortised cost | Derivative financial instruments | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Trade and bills payables | 23,154,119 | – | 23,154,119 | | Financial liabilities included in other payables and accruals | 9,037,483 | – | 9,037,483 | | Interest-bearing bank and other borrowings | 21,936,363 | – | 21,936,363 | | Lease liabilities | 96,862 | – | 96,862 | | Derivative financial instruments | – | 705 | 705 | | Total | 54,224,827 | 705 | 54,225,532 |

| | Financial assets at fair value through profit or loss | Financial assets at fair value through other comprehensive income | Financial assets at amortised cost | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

As at 31 December 2024 Financial assets

| Trade and bills receivables | – | – | 16,081,447 | 16,081,447 | | Financial assets included in prepayments, other receivables and other assets | – | – | 2,463,597 | 2,463,597 | | Equity investments at FVTOCI | – | 344,702 | – | 344,702 | | Bills receivables measured at FVTOCI | – | 1,050,583 | – | 1,050,583 | | Wealth management products and structured deposits | 4,527,842 | – | – | 4,527,842 | | Bank balances, deposits and cash | – | – | 9,064,859 | 9,064,859 | | Total | 4,527,842 | 1,395,285 | 27,609,903 | 33,533,030 |

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APPENDIX I ACCOUNTANTS' REPORT

Financial liabilities

| | Financial liabilities at amortised cost | Derivative financial instruments | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Trade and bills payables | 24,400,250 | – | 24,400,250 | | Financial liabilities included in other payables and accruals | 7,455,487 | – | 7,455,487 | | Interest-bearing bank and other borrowings | 25,449,703 | – | 25,449,703 | | Lease liabilities | 103,870 | – | 103,870 | | Derivative financial instruments | – | 31,779 | 31,779 | | Total | 57,409,310 | 31,779 | 57,441,089 |

| | Financial assets at fair value through profit or loss | Financial assets at fair value through other comprehensive income | Financial assets at amortised cost | Total | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

As at 30 September 2025 Financial assets

| Trade and bills receivables | – | – | 19,697,933 | 19,697,933 | | Financial assets included in prepayments, other receivables and other assets | – | – | 2,673,303 | 2,673,303 | | Equity investments at FVTOCI | – | 472,000 | – | 472,000 | | Bills receivables measured at FVTOCI | – | 2,862,094 | – | 2,862,094 | | Wealth management products and structured deposits | 5,580,000 | – | – | 5,580,000 | | Bank balances, deposits and cash | – | – | 9,444,793 | 9,444,793 | | Derivative financial instruments | – | – | 19,858 | 19,858 | | Total | 5,580,000 | 3,334,094 | 31,835,887 | 40,749,981 |

Financial liabilities

| | Financial liabilities at amortised cost | Derivative financial instruments | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | | Trade and bills payables | 31,994,577 | – | 31,994,577 | | Financial liabilities included in other payables and accruals | 6,241,358 | – | 6,241,358 | | Interest-bearing bank and other borrowings | 27,833,566 | – | 27,833,566 | | Lease liabilities | 115,012 | – | 115,012 | | Derivative financial instruments | – | 3,050 | 3,050 | | Convertible corporate bonds | 4,673,283 | – | 4,673,283 | | Total | 70,857,796 | 3,050 | 70,860,846 |

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APPENDIX I ACCOUNTANTS' REPORT

45. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

Fair value hierarchy

The following tables illustrate the fair value measurement hierarchy of the Group's financial instruments:

Assets measured at fair value:

Fair value measurement using

| | As at 31 December 2022 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | |---|---|---|---|

Fair value measurement using

| | As at 31 December 2022 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | Significant observable inputs Level 3 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Financial assets at FVTPL Wealth management products and structured deposits | 3,360,354 | 354 | 3,360,000 | – |

Financial assets at FVTOCI Bills receivables | 1,117,567 | – | 1,117,567 | – | Equity investments at fair value | 347,816 | 97,767 | – | 250,049 | Total | 4,825,737 | 98,121 | 4,477,567 | 250,049 |

Fair value measurement using

| | As at 31 December 2023 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | Significant observable inputs Level 3 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Financial assets at FVTPL Wealth management products and structured deposits | 3,152,616 | 12,616 | 3,140,000 | – |

Financial assets at FVTOCI Bills receivables | 968,383 | – | 968,383 | – | Equity investments at fair value | 342,445 | 94,819 | – | 247,626 | Total | 4,463,444 | 107,435 | 4,108,383 | 247,626 |

Fair value measurement using

| | As at 31 December 2024 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | Significant observable inputs Level 3 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Financial assets at FVTPL Wealth management products and structured deposits | 4,527,842 | – | 4,527,842 | – |

Financial assets at FVTOCI Bills receivables | 1,050,583 | – | 1,050,583 | – | Equity investments at fair value | 344,702 | 112,076 | – | 232,626 | Total | 5,923,127 | 112,076 | 5,578,425 | 232,626 |

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APPENDIX I

ACCOUNTANTS' REPORT

Fair value measurement using

| | As at 30 September 2025 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | Significant observable inputs Level 3 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Financial assets at FVTPL Wealth management products and structured deposits | 5,580,000 | – | 5,580,000 | – |

Financial assets at FVTOCI Bills receivables | 2,862,094 | – | 2,862,094 | – | Equity investments at fair value | 472,000 | 239,374 | – | 232,626 | Derivative financial instruments | 19,858 | 19,858 | – | – | Total | 8,933,952 | 259,232 | 8,442,094 | 232,626 |

Liabilities measured at fair value

Fair value measurement using

| | As at 31 December 2023 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | Significant observable inputs Level 3 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Derivative financial instruments | 705 | 705 | – | – |

Fair value measurement using

| | As at 31 December 2024 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | Significant observable inputs Level 3 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Derivative financial instruments | 31,779 | 31,779 | – | – |

Fair value measurement using

| | As at 30 September 2025 | Quoted prices in active markets Level 1 | Significant observable inputs Level 2 | Significant observable inputs Level 3 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 |

Derivative financial instruments | 3,050 | 3,050 | – | – |

During the years ended 31 December 2022, 2023, 2024 and nine months ended 30 September 2025, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into and out of Level 3 fair value measurements.

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APPENDIX I

ACCOUNTANTS' REPORT

Valuation techniques used to determine fair values

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 employed utilise the market approach. The inputs of the valuation technique mainly include volatility, financial data of the 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 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 quantitative information of fair value measurements as at 31 December 2022, 2023, 2024 and 30 September 2025 for Level 3 is as follows:

| Description | Valuation technique | Significant unobservable inputs | Sensitivity relationship of unobservable input to fair value | Fair value As at 31 December | Fair value As at 30 September | |---|---|---|---|---|---|

Unlisted equity investments: Equity investments at fair value | Market Approach | Discount for lack of marketability ("DLOM") | | | |

As at 31 December 2022: 5% increase/decrease in DLOM would result in decrease/increase in fair value of RMB31,110,000 As at 31 December 2023: 5% increase/decrease in DLOM would result in decrease/increase in fair value of RMB23,529,000 As at 31 December 2024: 5% increase/decrease in DLOM would result in decrease/increase in fair value of RMB25,399,000 As at 30 September 2025: 5% increase/decrease in DLOM would result in decrease/increase in fair value of RMB29,236,000

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| | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | 250,049 | 247,626 | 232,626 | 232,626 |

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX I 46.

ACCOUNTANTS' REPORT

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's principal financial instruments comprise bank and other borrowings, cash and cash equivalents and restricted cash. The main purpose of these financial instruments is to raise finance for the Group's operations. 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 main risks arising from the Group's financial instruments are foreign currency risk, interest rate risk, credit risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and they are summarised below.

Foreign currency risk

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 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.

As at 31 December 2022, 2023, 2024 and 30 September 2025, for the Group's subsidiaries with currencies other than their respective functional currency, major monetary assets and liabilities exposed to foreign currency risk are listed below:

| As at 31 December 2022 | USD RMB'000 | EUR RMB'000 | OTHERS RMB'000 | |---|---|---|---| | Assets | 5,142,108 | 75,013 | 100,936 | | Liabilities | (1,180,799) | (8,267) | (1,070,949) | | Net exposure | 3,961,309 | 66,746 | (970,013) |

| As at 31 December 2023 | USD RMB'000 | EUR RMB'000 | OTHERS RMB'000 | |---|---|---|---| | Assets | 3,384,968 | 101,203 | 60,664 | | Liabilities | (582,370) | (2,129) | (199,358) | | Net exposure | 2,802,598 | 99,074 | (138,694) |

| As at 31 December 2024 | USD RMB'000 | EUR RMB'000 | OTHERS RMB'000 | |---|---|---|---| | Assets | 2,279,800 | 480,331 | 87,208 | | Liabilities | (673,355) | (198,184) | (715,512) | | Net exposure | 1,606,445 | 282,147 | (628,304) |

| As at 30 September 2025 | USD RMB'000 | EUR RMB'000 | OTHERS RMB'000 | |---|---|---|---| | Assets | 5,348,575 | 3,007,248 | 559,636 | | Liabilities | (1,768,743) | (3,498,124) | (729,882) | | Net exposure | 3,579,832 | (490,876) | (170,246) |

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APPENDIX I

ACCOUNTANTS' REPORT

Interest rate risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term interest-bearing bank and other borrowings with a floating interest rate.

The following tables list out the interest rate profiles of the Group's floating rate instruments as at 31 December 2022, 2023, 2024 and 30 September 2025:

| | As at 31 December | | | As at 30 September | |---|---|---|---|---| | Floating rate instruments | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | 2025 RMB'000 | | – Borrowings | 14,115,471 | 13,889,790 | 15,849,610 | 22,489,960 |

If interest rates of floating rate instruments had been 100 basis points higher/lower with all other variables held constant, profit before income tax would be lower/higher RMB141,155,000, RMB138,898,000, RMB158,496,000 and RMB191,164,000, for the year ended 31 December 2022, 2023, 2024 and nine months ended 30 September 2025 respectively.

Credit risk

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 the risk of default by counterparties. The maximum exposure to credit risk is equal to the carrying amounts of these instruments.

Trade receivables

To manage the risk arising from trade receivables, the Group assesses the credit quality of and sets credit limits on its customers by taking into account their financial position, the availability of guarantee from third parties, their credit history and other factors such as current market conditions. The credit history of the customers is regularly monitored by the Group. In respect of customers with a poor credit history, the Group will use written payment reminders, or shorten or cancel credit periods, to ensure the overall credit risk of the Group is limited to a controllable extent.

The Group has applied the IFRS 9 simplified approach to measuring ECL which uses a lifetime ECL for all trade receivables. 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.

While bills receivables, contract assets, cash and cash equivalents and restricted cash are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial as at 31 December 2022, 2023, 2024 and 30 September 2025.

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 is when the counterparty fails to make contractual payments when they fall due. Trade receivables are written off when there is no reasonable expectation of recovery.

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APPENDIX I

ACCOUNTANTS' REPORT

On that basis, the ECL allowance as at 31 December 2022, 2023, 2024 and 30 September 2025 was determined as follows for trade receivables:

Trade receivables

| | Gross carrying amount RMB'000 | ECL allowance RMB'000 | Expected loss rate % | |---|---|---|---| | As at 31 December 2022 | | | | | Assessed based on grouping | 9,983,602 | 583,663 | 5.85% | | Assessed individually | 106,371 | 95,505 | 89.78% | | As at 31 December 2023 | | | | | Assessed based on grouping | 13,176,523 | 748,989 | 5.68% | | Assessed individually | – | – | NA | | As at 31 December 2024 | | | | | Assessed based on grouping | 13,772,978 | 838,770 | 6.09% | | Assessed individually | 288,553 | 124,188 | 43.04% | | As at 30 September 2025 | | | | | Assessed based on grouping | 16,049,906 | 976,608 | 6.08% | | Assessed individually | 381,857 | 324,688 | 85.02% |

Financial assets included in prepayments, other receivables 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 other receivables 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:

• external credit rating of the counterparty (as far as available);

• 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;

• actual or expected significant changes in the operating results of the counterparty; and

• significant expected changes in the performance and behavior 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.

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APPENDIX I

ACCOUNTANTS' REPORT

The following table sets forth the ECL allowance for other receivables and other assets as at 31 December 2022, 2023, 2024 and 30 September 2025:

Other receivables and other assets

| | Stage 1 12-month ECL RMB'000 | Stage 2 Lifetime ECL RMB'000 | Stage 3 Lifetime ECL RMB'000 | Total RMB'000 | |---|---|---|---|---|

APPENDIX I

ACCOUNTANTS' REPORT

As at 31 December 2022

| | Expected loss rate | Gross carrying amount | ECL allowance | |---|---|---|---| | | 0.36% | 939,704 | (3,391) | | | N/A | – | – | | | N/A | – | – | | Total | 0.36% | 939,704 | (3,391) |

As at 31 December 2023

| | Expected loss rate | Gross carrying amount | ECL allowance | |---|---|---|---| | | 3.43% | 146,864 | (5,042) | | | N/A | – | – | | | N/A | – | – | | Total | 3.43% | 146,864 | (5,042) |

As at 31 December 2024

| | Expected loss rate | Gross carrying amount | ECL allowance | |---|---|---|---| | | 0.93% | 491,871 | (4,563) | | | N/A | – | – | | | N/A | – | – | | Total | 0.93% | 491,871 | (4,563) |

As at 30 September 2025

| | Expected loss rate | Gross carrying amount | ECL allowance | |---|---|---|---| | | 1.28% | 570,002 | (7,304) | | | N/A | – | – | | | N/A | – | – | | Total | 1.28% | 570,002 | (7,304) |

**Liquidity risk**

The Group monitors its exposure to liquidity risk by monitoring the current ratio, which is calculated by comparing the current assets with the current liabilities.

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of interest-bearing loans. The Group's policy is that all the borrowings should be approved by the chief financial officer.

As disclosed in note 32, during the Track Record Period, the Group's banking facilities are subject to the fulfilments of covenants. Some of those covenants relate to the Group's financial covenants which are tested periodically, as are commonly found in lending arrangements with financial institutions. If the Group were to breach these covenants, the related loans would become payable on demand. Up to the date of these consolidated financial statements, there are no indications that the Group would have difficulties complying with the above covenants when they will be next tested.

The tables below summarise the maturity profile of the Group's financial liabilities at the end of each Track Record Period based on contractual undiscounted payments:

**As at 31 December 2022**

| | Less than 1 year RMB'000 | 1 to 3 years RMB'000 | Over 3 years RMB'000 | Total RMB'000 | |---|---|---|---|---| | Interest-bearing bank and other borrowings | 3,959,677 | 9,825,131 | 7,255,594 | 21,040,402 | | Trade and bills payables | 21,561,975 | – | – | 21,561,975 | | Lease liabilities | 40,056 | 30,045 | 13,813 | 83,914 | | Other payables and accruals | 5,506,568 | 93,014 | – | 5,599,582 | | **Total** | **31,068,276** | **9,948,190** | **7,269,407** | **48,285,873** |

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APPENDIX I

ACCOUNTANTS' REPORT

**As at 31 December 2023**

| | Less than 1 year RMB'000 | 1 to 3 years RMB'000 | Over 3 years RMB'000 | Total RMB'000 | |---|---|---|---|---| | Interest-bearing bank and other borrowings | 5,136,575 | 12,424,765 | 4,398,665 | 21,960,005 | | Trade and bills payables | 23,154,119 | – | – | 23,154,119 | | Lease liabilities | 31,917 | 34,704 | 37,188 | 103,809 | | Derivative financial instruments | 705 | – | – | 705 | | Other payables and accruals | 8,962,154 | 75,329 | – | 9,037,483 | | **Total** | **37,285,470** | **12,534,798** | **4,435,853** | **54,256,121** |

**As at 31 December 2024**

| | Less than 1 year RMB'000 | 1 to 3 years RMB'000 | Over 3 years RMB'000 | Total RMB'000 | |---|---|---|---|---| | Interest-bearing bank and other borrowings | 7,336,447 | 13,904,939 | 4,208,905 | 25,450,291 | | Trade and bills payables | 24,400,250 | – | – | 24,400,250 | | Lease liabilities | 41,375 | 43,288 | 27,140 | 111,803 | | Derivative financial instruments | 31,779 | – | – | 31,779 | | Other payables and accruals | 7,428,970 | 26,517 | – | 7,455,487 | | **Total** | **39,238,821** | **13,974,744** | **4,236,045** | **57,449,610** |

**As at 30 September 2025**

| | Less than 1 year RMB'000 | 1 to 3 years RMB'000 | Over 3 years RMB'000 | Total RMB'000 | |---|---|---|---|---| | Interest-bearing bank and other borrowings | 5,308,825 | 17,774,664 | 4,782,261 | 27,865,750 | | Trade and bills payables | 31,994,577 | – | – | 31,994,577 | | Lease liabilities | 52,593 | 49,206 | 19,811 | 121,610 | | Derivative financial instruments | 3,050 | – | – | 3,050 | | Other payables and accruals | 6,241,358 | – | – | 6,241,358 | | Convertible bonds | 10,000 | 125,000 | 5,190,000 | 5,325,000 | | **Total** | **43,610,403** | **17,948,870** | **9,992,072** | **71,551,345** |

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APPENDIX I

ACCOUNTANTS' REPORT

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Capital management The primary objective of the Group's capital management is to ensure that it maintains a strong credit profile and healthy capital ratios in order to support its business and maximise shareholders' value.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the year.

The Group monitors capital using the liability-to-asset ratio, which is total liabilities divided by total assets. The liability-to-asset ratios as at the end of each of the Track Record Period were as follows:

| | As at 31 December | As at 31 December | As at 31 December | As at 30 September | |---|---|---|---|---| | | 2022 | 2023 | 2024 | 2025 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Total assets | 83,637,812 | 94,355,339 | 100,890,625 | 116,370,313 | | Total liabilities | 50,477,633 | 56,350,071 | 59,891,438 | 73,855,177 | | Liability-to-asset ratio | 60.35% | 59.72% | 59.36% | 63.47% |

In order to achieve this overall objective, the Group's capital management, among other things, aims to ensure that it meets financial covenants attached to the interest-bearing bank and other borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches of the financial covenants of any interest-bearing bank and other borrowings during the Track Record Period.

47. EVENTS AFTER THE TRACK RECORD PERIOD

On 20 November 2025, the Company's Board of Directors resolved to acquire an additional 49% equity stake in Huizhou EVE United Energy Co., Ltd. (惠州亿纬联合能源有限公司). The consideration comprises the transfer of a 30% equity stake in SK On Jiangsu Co., Ltd. (SK On江苏有限公司) and a cash payment of RMB200 million. Upon completion of the transaction, Huizhou EVE United Energy Co., Ltd. (惠州亿纬联合能源有限公司) will become a wholly owned subsidiary of the Company and SK On Jiangsu Co., Ltd. (SK On江苏有限公司) will cease to be an associate of the Company.

48. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by the Company, the Group or any of the companies now comprising the Group in respect of any period subsequent to 30 September 2025.

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APPENDIX II

UNAUDITED [REDACTED] FINANCIAL INFORMATION

[REDACTED]

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APPENDIX II

UNAUDITED [REDACTED] FINANCIAL INFORMATION

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX II

UNAUDITED [REDACTED] FINANCIAL INFORMATION

[REDACTED]

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX II

UNAUDITED [REDACTED] FINANCIAL INFORMATION

[REDACTED]

– II-4 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX II

UNAUDITED [REDACTED] FINANCIAL INFORMATION

[REDACTED]

– II-5 –

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APPENDIX IIA

[REDACTED]

[REDACTED]

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APPENDIX IIA

[REDACTED]

[REDACTED]

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APPENDIX IIA

[REDACTED]

[REDACTED]

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APPENDIX IIA

[REDACTED]

[REDACTED]

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

This Appendix is primarily intended to provide [REDACTED] with a summary of the Articles of Association. The following information is only a summary and may not include all materials that may be important to potential [REDACTED].

SHARES AND REGISTERED CAPITAL

Shares of the company shall be in the form of registered stock certificates.

For the issue of shares, the company adopts the principles of publicity, fairness and impartiality, with each share of the same class having the same rights.

For shares of the same class issued at the same time, the conditions of issuance and the price per share shall be the same; any unit or individual that subscribes for shares shall pay the same price per share.

INCREASE OR DECREASE, REPURCHASE AND TRANSFER OF SHARES

Increase or Decrease of Shares

Based on the needs of operation and development, the company may, in accordance with the provisions of laws and administrative regulations, and upon resolutions passed separately by the shareholders' meeting, increase its capital by the following means:

(I) issuing shares to unspecified objects;

(II) issuing shares to specific objects;

(III) allotting bonus shares to its existing shareholders;

(IV) converting capital reserve into share capital;

(V) other methods as stipulated by laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed, and provisions of the China Securities Regulatory Commission (CSRC), and approved by the Hong Kong Stock Exchange.

The Company may reduce its registered capital. The Company shall reduce its registered capital in accordance with the procedures stipulated by the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Listing Rules"), and other relevant regulations and the Articles of Association.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Repurchase of Shares

The Company shall not repurchase its own shares, except under any of the following circumstances:

(I) reducing the registered capital of the company;

(II) merging with another company that holds shares in the company;

(III) using shares for employee stock ownership plans or as equity incentives;

(IV) acquiring shares held by shareholders (upon their request) who vote against any resolution proposed at any shareholders' meeting on the merger or division of the company;

(V) using shares to convert the corporate bonds issued by the listed company that are convertible to stocks;

(VI) serving as a necessity for the company to protect its value and shareholders' interests.

The Company may repurchase its own shares through open centralized trading, or other methods stipulated by laws, administrative regulations, and securities regulatory rules of the place where the company's shares are listed, and recognized by the CSRC and the Hong Kong Stock Exchange.

Where the company repurchases its own shares under the circumstances stipulated in items (III), (V) and (VI) of paragraph 1 of Article 26 of the Articles of Association, it shall adopt the open centralized trading method.

Where the company repurchases its own shares under the circumstances stipulated in items (I) and (II) of paragraph 1 of Article 26 of the Articles of Association, it shall be subject to a resolution by the shareholders' meeting; where the company repurchases its own shares under the circumstances stipulated in items (III), (V) and (VI) of paragraph 1 of Article 26 of the Articles of Association, it shall be subject to a resolution passed by a Board meeting attended by more than two-thirds of the directors, provided that the applicable securities regulatory rules of the place where the company's shares are listed are complied with.

After the company repurchases its own shares in accordance with the provisions of Article 26, provided that the applicable securities regulatory rules of the place where the company's shares are listed, such shares shall be cancelled within 10 days from the date of repurchase if it falls under the circumstances specified in item (I), or be transferred or cancelled within six months if it falls under the circumstances specified in items (II) or (IV), or be transferred or cancelled within three years if it falls under the circumstances specified in items (III), (V) and (VI), and the total number of the company's shares held by the company does not exceed 10% of the total issued shares of the company.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Notwithstanding the above provisions, if applicable laws and regulations, other provisions of the Articles of Association, or laws of the place where the company's shares are listed or the securities regulatory authorities have other provisions on the matters relating to the aforementioned repurchase of the company's shares, the company shall comply with such provisions. The repurchase of H shares by the company shall comply with the Hong Kong Listing Rules and other relevant laws, regulations, and regulatory requirements of the place where the company's H shares are listed.

After the company repurchases its own shares, it shall fulfill its information disclosure obligations in accordance with the Securities Law, the Hong Kong Listing Rules, and other applicable laws and regulations, and the regulatory provisions of the place where the company's shares are listed.

Transfer of Shares

The Company's shares may be transferred according to law. Shares that have been issued prior to the company's public offering shall not be transferred within one year after the date when the company's shares are listed and traded on the Shenzhen Stock Exchange.

The Company's directors and senior executives members shall report to the company their holdings of shares in the company (including preferred shares) and any changes thereto; the shares they transfer each year during their tenure as determined at the time of taking the office shall not exceed 25% of the total shares of the same class held by them in the company; the shares held by them in the company shall not be transferred within one year after the date when the company's shares are listed and traded; and the shares of the company held by the aforesaid persons shall not be transferred within six months after their resignation.

If laws, administrative regulations, or listing rules of the place where the company's shares are listed have other provisions regarding restrictions on the transfer of the company's shares, such provisions shall prevail.

If a director or senior executive of the company, or a shareholder holding more than 5% of the company's shares sells the shares of the company held by them or other securities with an equity nature within six months after purchase, or purchases such shares or securities within six months after sale, any profit obtained therefrom shall belong to the company, and the Board of Directors of the company shall recover such profit, unless a securities company holds more than 5% of the shares as a result of purchasing the remaining unsold shares underwritten by it or under any other circumstances prescribed by the CSRC and the Hong Kong Listing Rules.

The shares or other equity-like securities held by the directors, senior executives and natural person shareholders mentioned in the preceding paragraph include those held by their spouses, parents, children and those held through accounts of other persons.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

If the Board of Directors of the company does not observe the provision in paragraph 1 of this article, the shareholders have the right to require the Board of Directors to execute the provision within 30 days. If the Board fails to execute the provision within the aforesaid period, the shareholders have the right to directly file a lawsuit with the people's court in their own names for the interests of the company.

If the Board of Directors of the company fails to observe the provision in the first paragraph of this article, the responsible directors shall bear joint liability according to law.

SHAREHOLDERS AND SHAREHOLDERS' MEETINGS

General Rules for Shareholders' Meetings

The company shall keep a shareholder register according to the vouchers provided by the securities depository and clearing institution, which register bears adequate evidence of shareholders holding shares of the company. The original copy of the register of H-shareholders shall be stored in Hong Kong. The entrusted overseas agency shall at all times ensure the consistency between the original and duplicate copies of the register of overseas-listed share shareholders. The Hong Kong sub-register of shareholders shall be available for inspection by shareholders. However, the company may close the shareholder register in accordance with the applicable laws and regulations and the securities regulatory rules of the place where the company's shares are listed. The shareholders enjoy rights and fulfill obligations as per the class of the shares they hold. Shareholders holding the same class of shares shall enjoy equal rights and assume the same obligations. Transfer of shares shall be recorded in the shareholder register. The company shall keep at its domicile a copy of the register of H-shareholders. The entrusted overseas agency shall ensure the consistency between the original and duplicate copies of the register of H-shareholders at all times. The shareholder register kept in Hong Kong shall be available for inspection by shareholders. However, the company may be allowed to close the shareholder register in accordance with the provisions equivalent to Section 632 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

The shareholders of the company shall be entitled to the following rights:

(I) to obtain dividends and other forms of profit distribution in proportion to the number of shares held;

(II) to lawfully request, convene, preside over or attend shareholders' meetings either in person or by proxy and exercise the corresponding right to speak and vote;

(III) to supervise the company's business operations, propose recommendations or raise inquiries;

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(IV) to transfer, give as gift or pledge their shares in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed, and the Articles of Association;

(V) to inspect and copy the Articles of Association, shareholder register, minutes of shareholders' meetings, resolutions of Board meetings, and financial and accounting reports; shareholders who meet the relevant regulations may inspect the company's account books and accounting vouchers;

(VI) in the event of termination or liquidation of the company, to participate in the distribution of the company's remaining assets in proportion to the number of shares they held;

(VII) with respect to a shareholder who votes against any resolution adopted at any shareholders' meetings on the merger or division of the company, to request the company to buy back his/her shares;

(VIII) other rights stipulated 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.

Where the contents of a resolution of the shareholders' meeting or the Board meeting violate the laws or administrative regulations, the shareholders shall be entitled to petition the people's court to declare the resolution invalid.

If the convening procedure and voting method of the shareholders' meeting or the Board meeting run counter to the laws, administrative regulations or Articles of Association, or if the content of any resolution runs counter to the Articles of Association, the shareholders shall be entitled to request the people's court to cancel the said procedure, method or resolution within 60 days after adoption of the resolution. However, this right does not apply to cases where there are only minor defects in the convening procedure or voting method of the shareholders' meeting or the Board meeting and which have no material impact on the resolutions.

The shareholders of the company shall undertake the following obligations:

(I) to comply with the laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed and the Articles of Association;

(II) to make payment for shares subscribed for according to the number of shares subscribed for and the method of subscription;

(III) not to exit shares unless in the circumstances stipulated by laws and administrative regulations;

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(IV) not to abuse shareholders' rights to infringe upon the interests of the company or other shareholders; not to abuse the company's status as an independent legal person or the limited liability of shareholders to damage the interests of the company's creditors;

(V) to undertake other obligations stipulated by the laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed and the Articles of Association.

(VI) shareholders of the company who abuse shareholders' rights and cause damages to the company or other shareholders shall be liable for compensation pursuant to the laws.

(VII) shareholders of the company who abuse the company's status as an independent legal entity or the limited liability of shareholders to evade debts and severely infringe upon the interests of the company's creditors shall assume joint and several liabilities for the company's debts.

Controlling Shareholders and De Facto Controllers

The controlling shareholders and de facto controllers of the company shall exercise their rights and fulfill their obligations in accordance with laws, administrative regulations, the provisions of CSRC, the rules of the stock exchange where the company's shares are listed, and the securities regulatory rules of the place where the company's shares are listed, so as to safeguard the interests of the listed company.

The controlling shareholders and de facto controllers of the company shall comply with the following provisions:

(I) to exercise shareholder rights in accordance with the law, and refrain from abusing control rights or using affiliation to harm the legitimate rights and interests of the company or other shareholders;

(II) to strictly fulfill all public statements and commitments made, and refrain from arbitrarily altering or exempting such obligations;

(III) to strictly comply with relevant regulations regarding information disclosure, actively cooperate with the company in information disclosure and promptly inform the company of any significant events that have occurred or are about to occur;

(IV) to refrain from occupying the company's funds in any manner;

(V) to refrain from coercing, instructing, or demanding that the company or relevant persons provide guarantees in violation of laws or regulations;

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(II) guarantees provided to shareholders, de facto controllers and their affiliates; (III) guarantees provided to guaranteed parties whose asset-liability ratio exceeds 70%; (IV) the total amount of guarantees provided exceeds 50% of the latest audited net assets.

The following financial assistance matters of the company shall be considered and approved by the shareholders' meeting:

Where the company provides financial assistance (including loans, loan guarantees, provision of security or indemnity, and release of obligations owed to the company) to any person who acquires or proposes to acquire shares in the company, the company shall comply with the following conditions prior to providing such financial assistance: (I) the Board of Directors is of the opinion that the provision of financial assistance is in the interests of the company; (II) the financial assistance must be approved by the shareholders by ordinary resolution, or if the financial assistance is approved by the Board of Directors pursuant to a shareholders' ordinary resolution authorizing the Board of Directors to approve such financial assistance, the financial assistance must be approved by the Board of Directors; (III) the company must be solvent immediately after the provision of financial assistance, and remain solvent during the one-year period following the date of provision of financial assistance.

Types of Shareholders' Meeting

The shareholders' meetings shall be divided into annual general meetings and extraordinary general meetings.

Annual general meetings shall be held once a year and shall be convened within six months following the end of the preceding financial year.

An extraordinary general meeting shall be convened within two months upon the occurrence of any of the following circumstances: (I) the number of directors is less than the number stipulated in the Company Law or two-thirds of the number specified in the Articles of Association; (II) the unrecovered losses of the company amount to one-third of the total paid-in share capital; (III) shareholders individually or in aggregate holding 10% or more of the company's shares with voting rights request the convening of an extraordinary general meeting in writing; (IV) the Board of Directors deems it necessary; (V) the Supervisory Committee proposes to convene the meeting; (VI) other circumstances stipulated by laws, administrative regulations, departmental rules or the Articles of Association.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Convening of Shareholders' Meetings

The shareholders' meeting shall be convened by the Board of Directors and presided over by the chairman of the Board of Directors. Where the chairman of the Board of Directors is unable to perform or fails to perform such duties, the meeting shall be presided over by the vice-chairman of the Board of Directors. Where the vice-chairman of the Board of Directors is unable to perform or fails to perform such duties, a director jointly nominated by more than half of the directors shall preside over the meeting.

Where the Board of Directors is unable to or fails to perform the duty of convening the shareholders' meeting, the Supervisory Committee shall convene and preside over the shareholders' meeting in a timely manner. Where the Supervisory Committee fails to convene and preside over the meeting, shareholders individually or in aggregate holding 10% or more of the company's shares for 90 consecutive days or more may convene and preside over the meeting on their own.

Where the shareholders' meeting is convened by shareholders, the Board of Directors and the secretary of the Board of Directors shall provide cooperation. The Board of Directors shall provide the register of shareholders as at the record date of the shareholders' meeting.

Notice of Shareholders' Meeting

The shareholders' meeting shall be convened upon written notice given to all shareholders at least 45 days before the date of the meeting (including the date of the meeting), informing them of the matters to be considered and the date and place of the meeting. Shareholders who intend to attend the shareholders' meeting shall, within 20 days after receiving the notice of the meeting, notify the company in writing of their intention to attend.

The company shall, at least 28 days before the date of the shareholders' meeting (including the date of the meeting), issue a notice announcing the holding of the shareholders' meeting by way of an announcement.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

(II) any guarantee provided after the total amount of external guarantee provided by the company or its holdings subsidiaries exceeds 50% of the latest audited net assets of the company;

(III) guarantees provided for guarantee recipients with a debt-to-asset ratio exceeding 70%;

(IV) guarantees where the guarantee amount within 12 consecutive months exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds RMB50 million;

(V) any guarantee provided after the total amount of guarantee provided by the company or its holdings subsidiaries exceeds 30% of the latest audited total assets of the company;

(VI) guarantees where the guarantee amount within 12 consecutive months exceeds 30% of the latest audited total assets of the company;

(VII) guarantees provided to shareholders, de facto controllers and their related persons;

(VIII) other guarantees that should be considered and approved by the shareholders' meeting as stipulated by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the company's shares are listed and the Articles of Association.

Except for the external guarantee matters that shall be submitted to the shareholders' meeting for consideration and approval as stipulated in Article 53 of the Articles of Association, other external guarantee matters shall be considered and approved by the Board of Directors. External guarantees that shall be considered and approved by the shareholders' meeting must be considered and passed by the Board of Directors before being submitted to the shareholders' meeting for consideration and approval. External guarantees that shall be considered and approved by the Board of Directors must be considered and passed by more than two-thirds of the directors present at the Board meeting. Without the consideration and approval of the Board of Directors or the shareholders' meeting, the company shall not provide external guarantees.

The shareholders' meetings include annual general meetings and extraordinary general meetings. Annual general meetings shall be convened once a year within 6 months from the end of the preceding fiscal year.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The company shall convene an extraordinary general meeting within two months from the date of occurrence of any of the following circumstances:

(I) the number of directors falls short of the quorum stipulated in the Company Law or is less than two thirds of the number specified in the Articles of Association (i.e., 5 directors);

(II) the unrecovered losses of the company amount to one third of the total amount of its share capital;

(III) shareholder(s) severally or jointly holding more than 10% of the company's voting shares request(s) in writing the convening of an extraordinary general meeting;

(IV) when deemed necessary by the Board of Directors;

(V) when proposed by the Audit Committee;

(VI) other circumstances as stipulated 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.

The number of shares held in the above-mentioned item (III) shall be calculated as of the date when the shareholder submits a written request, and only common shares and preferred shares with restored voting rights shall be counted.

Convening of the Shareholders' Meeting

With the consent of more than half of all independent directors, independent directors have the right to propose to the Board of Directors to convene an extraordinary general meeting. Where independent directors propose to convene an extraordinary general meeting, the Board of Directors shall, in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed and the Articles of Association, reply in writing on whether or not to approve the convening of an extraordinary general meeting within 10 days upon the receipt of the proposal.

If the Board of Directors agrees to convene an extraordinary general meeting, it shall issue a notice to convene the meeting within five days after the resolution is passed by the Board. If the Board of Directors does not agree to convene an extraordinary general meeting, it shall state the reasons and make an announcement.

When the Audit Committee proposes to the Board of Directors to convene an extraordinary general meeting, it shall submit the proposal to the Board of Directors in writing. The Board shall, in accordance with the laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed and the Articles of Association, reply in writing on whether or not to approve the convening of an extraordinary general meeting within 10 days upon the receipt of the proposal. Where the Board agrees to convene an extraordinary general meeting, a notice on the convening of the meeting shall be

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

在董事会通过决议后五日内发出，通知中对原提案所作的改动须经审计委员会批准。如董事会不同意召开临时股东大会，或在收到提案后十日内未予答复，则视为董事会不能或不为履行召集股东大会的职责，审计委员会可自行召集和主持该会议。

单独或合计持有公司已发行股份总数（不包括公司库存股）10%以上的股东（包括已恢复表决权的优先股等），有权要求董事会召开临时股东大会，并须以书面形式向董事会提出该要求。董事会须根据法律、行政法规、公司股份上市地的证券监管规则及公司章程，在收到请求后十日内以书面形式答复是否同意召开临时股东大会。如董事会同意召开临时股东大会，应在董事会通过决议后五日内发出召开会议的通知，通知中对原请求所作的改动须经相关股东批准。如果董事会拒绝召开临时股东大会，或在收到请求后十日内未予答复，单独或合计持有公司已发行股份总数（不包括公司库存股）10%以上的股东（包括已恢复表决权的优先股等），有权向审计委员会提议召开临时股东大会，并须以书面形式向审计委员会提出该请求。审计委员会同意召开临时股东大会的，应在收到上述请求后五日内发出会议通知。通知中对原请求所作的任何变动须经相关股东批准。如审计委员会未能在规定时限内发出会议通知，则视为审计委员会不召集和主持该会议。在此情况下，连续持股九十日以上且单独或合计持有公司已发行股份总数（不包括公司库存股）10%以上的股东（包括已恢复表决权的优先股等），可自行召集和主持该会议。

如审计委员会或股东决定自行召开股东大会，须以书面形式通知董事会，并同时向深圳证券交易所备案。在发出股东大会通知及股东大会决议公告时，审计委员会或召集股东须向深圳证券交易所提交相关支持材料。在股东大会决议公告发布前，召集股东的持股比例（包括已恢复表决权的优先股等）不得低于已发行股份总数（不包括公司库存股）的10%。对于审计委员会或股东自行召集的股东大会，董事会及董事会秘书须予以配合。董事会须提供截至股权登记日的股东名册。对于审计委员会或股东自行召集的股东大会，公司须承担会议所需的必要费用。

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本文件为草稿，尚未完成，可能会有所更改，有关资料须与本文件封面"警告"一节一并阅读。

附录三

公司章程摘要

Proposals and Notices of Shareholders' Meetings

The content of a proposal shall fall within the scope of the shareholders' meeting's powers, have a clear topic and specific resolution items, and comply with relevant provisions of laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed, and the Articles of Association.

When the company convenes a shareholders' meeting, the Board of Directors, the Audit Committee, and shareholders who individually or jointly hold more than 1% of the company's total issued share capital (excluding the company's treasury shares), including preferred shares with restored voting rights, etc., have the right to submit proposals to the company.

Shareholders who individually or jointly hold more than 1% of the company's total issued share capital (excluding the company's treasury shares), including preferred shares with restored voting rights, etc., may submit a temporary proposal in writing to the convener 10 days before the convening of the shareholders' meeting. The convener shall, within 2 days after receipt of the proposal, issue a supplementary notice to announce the content of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for consideration, except where the temporary proposal violates laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed or the Articles of Association, or falls outside the scope of the powers of the shareholders' meeting.

Save as specified in the preceding paragraph, the convener shall not change the proposals set out in the notice of shareholders' meeting or add any new proposal after the said notice is served via announcement.

Proposals not set out in the notice of shareholders' meeting or not complying with the Articles of Association shall not be voted on or resolved at the shareholders' meeting.

The convener shall notify each shareholder in writing (including announcements) 21 days before an annual general meeting (the starting date for calculating the 21-day period does not include the date of the meeting), and notify each shareholder in writing (including announcements) 15 days before an extraordinary general meeting (the starting date for calculating the 15-day period does not include the date of the meeting). If, in accordance with the securities regulatory rules of the place where the company's shares are listed, the shareholders' meeting needs to be postponed due to the publication of supplementary notices for the shareholders' meeting, the convening of the shareholders' meeting shall be postponed in accordance with the securities regulatory rules of the place where the company's shares are listed.

The notice of a shareholders' meeting shall specify:

(I) the convener of the meeting;

(II) the time, place and duration of the meeting;

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APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The power of attorney used by shareholders to appoint proxies to attend the shareholders' meeting shall contain the following information:

(I) name or title of the principal and the category and quantity of the company's shares held by the principal;

(II) name or title of the proxy;

(III) specific instructions from the shareholder, including instructions on voting in favor, against or abstaining from voting on each item on the agenda of the shareholders' meeting;

(IV) the date of issue and validity period of the power of attorney;

(V) signature (or seal) of the principal; If the principal is a corporate shareholder, the corporate seal shall be affixed; for overseas corporate shareholders without a company seal, it can be signed by a legally authorized person.

A power of attorney shall contain a statement that, in default of directives, the proxy may vote in his/her discretion.

Where the proxy voting authorization form is signed by a person authorized by the principal, the power of attorney authorizing signature or other authorization documents shall be notarized. The notarized power of attorney or other authorization documents shall, together with the proxy voting authorization form, be deposited at the company's domicile or at such other place as specified in the notice of the meeting. Both the notarized power of attorney or other authorization documents and the proxy voting authorization form shall be placed at the company's domicile or other places specified in the notice convening the meeting 24 hours before the relevant meeting is held or 24 hours before the designated voting time.

If the shareholder is a recognized clearing house (or its agent), the shareholder may authorize one or more persons it deems appropriate to act as its representatives at any shareholders' meeting or creditors' meeting. However, if more than one person is authorized, the power of attorney shall specify the number and type of shares involved in the authorization for each such person, and the power of attorney shall be signed by an authorized person of the recognized clearing house. Persons so authorized may exercise the rights on behalf of the recognized clearing house (or its agent) (without presenting shareholding certificates, notarized authorizations and/or further evidence to prove their formal authorization), and shall enjoy the same legal rights as other shareholders, including the rights to speak and vote, as if such persons were individual shareholders of the company.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

If the shareholders' meeting requires the directors and senior executives to be present at the meeting as non-voting delegates, the directors and senior executives shall attend the meeting as non-voting delegates and subject themselves to the inquiries of the shareholders. The shareholders' meetings shall be presided over by the chairman of the Board of Directors. Where the chairman cannot or does not fulfill the duty thereof, more than half of the directors may jointly elect a director to preside over the meeting.

A shareholders' meeting convened by the Audit Committee itself shall be presided over by the convener of the Audit Committee. When the convener of the Audit Committee is unable to perform his/her duties or fails to perform his/her duties, one member of the Audit Committee jointly recommended by more than half of the Audit Committee members shall preside over the meeting.

For a shareholders' meeting convened by shareholders on their own, it shall be presided over by the convener or a representative recommended by the convener.

When the presider violates the rules of procedure during the shareholders' meeting, making it impossible to continue the meeting, with the consent of shareholders holding more than half of the voting rights present at the meeting, the shareholders' meeting may elect a person to serve as the presider to continue the meeting.

Voting and Resolutions at Shareholders' Meetings

Resolutions of a shareholders' meeting shall be divided into ordinary resolutions and special resolutions. Ordinary resolutions shall be passed by votes representing more than half of the voting rights held by shareholders (including proxies thereof) attending the shareholders' meeting. Special resolutions shall be passed by votes representing more than two thirds of the voting rights held by shareholders (including proxies thereof) attending the shareholders' meeting.

The following matters shall be approved by ordinary resolutions at a shareholders' meeting:

(I) work reports of the Board of Directors;

(II) profit distribution plan and loss recovery plan formulated by the Board;

(III) the appointment and removal of Board members (including their removal before the expiration of their terms of office, without prejudice to their claims for damages under any contract), as well as their remuneration and methods of payment;

(IV) other matters than those that should be passed by special resolutions pursuant to relevant laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed or the Articles of Association.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The following matters shall be approved by special resolutions at a shareholders' meeting:

(I) amendment of the Articles of Association and its appendices (including the rules of procedure of the shareholders' meeting and the rules of procedure of the Board of Directors);

(II) increase or decrease of the registered capital of the company;

(III) division, merger, dissolution and liquidation of the company or change of its corporate form;

(IV) spin-off of a subsidiary for listing;

(V) in a consecutive 12-month period, the company's purchase or sale of major assets or the amount of guarantees exceeds 30% of the latest audited total assets of the company;

(VI) issuance of stocks, convertible corporate bonds, preferred stocks and other securities recognized by the CSRC;

(VII) repurchase of shares for the purpose of reducing the registered capital;

(VIII) material asset restructuring;

(IX) share incentive scheme;

(X) the company's shareholders' meeting resolves to voluntarily withdraw its stocks from listing on the Shenzhen Stock Exchange, decides not to trade on the Shenzhen Stock Exchange any longer, or instead applies for trading or transfer on other trading venues;

(XI) any other matter confirmed by an ordinary resolution at a shareholders' meeting that it may have material impact on the company and accordingly shall be approved by special resolutions;

(XII) other matters that need to be passed by a special resolution as stipulated by laws, administrative regulations, the securities regulatory rules of the place where the company's shares are listed, the Articles of Association, or the rules of procedure of the shareholders' meeting.

Shareholders (including proxies thereof) shall exercise their voting rights as per the voting shares they represent. Each share carries the right to one vote, except for holders of class shares.

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SUMMARY OF ARTICLES OF ASSOCIATION

DIRECTORS AND THE BOARD OF DIRECTORS General Provisions on Directors The directors of the company may include executive directors, non-executive directors, and independent directors. A non-executive director refers to a director who does not hold any operational or managerial position in the company. An independent director refers to a person who meets the requirements set forth in Article 124 of the Articles of Association. Directors of the company shall be natural persons. Any person who falls under any of the following circumstances shall not serve as a director of the company: (I)

A person without civil capacity or with limited civil capacity;

(II) A person who has been sentenced for corruption, bribery, embezzlement, misappropriation of property, or disrupting the socialist market economic order, or has been deprived of political rights due to a criminal offense, where five years have not elapsed since the completion of the sentence or, in the case of a suspended sentence, two years have not elapsed since the expiration of the probation period; (III) A person who served as a director, factory director, or president of a company or enterprise that entered into bankruptcy liquidation and who was personally liable for the bankruptcy, where three years have not elapsed since the completion of the bankruptcy liquidation; (IV) A person who served as the legal representative of a company or enterprise whose business license was revoked or which was ordered to close down due to violations of law and who was personally liable for such events, where three years have not elapsed since the date of such revocation or closure; (V) A person who has a large amount of personal debt that is due and remains unpaid, and who has been listed by a people's court as a discredited judgment debtor; (VI) A person who is subject to a market entry ban imposed by the CSRC, where the ban period has not yet expired; (VII) A person who has been publicly identified by a stock exchange as unsuitable to serve as a director or senior executive of a listed company, where the period of such unsuitability has not yet expired; (VIII) Other circumstances as prescribed by laws, administrative regulations, departmental rules, or the securities regulatory rules of the place where the company's shares are listed.

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(XI) to formulate plans for amending the Articles of Association;

(XII) to manage the information disclosure of the company;

(XIII) to recommend the appointment or replacement of the accounting firm responsible for auditing the company to the shareholders' meeting;

(XIV) to listen to the work reports of the president and review the work of the president;

(XV) to exercise other powers delegated by the shareholders' meeting or granted by laws, administrative regulations, departmental rules, normative documents, and the Articles of Association.

The matters set out in items (V) and (VI) above shall be proposed by the Board and submitted to the shareholders' meeting for resolution.

Board Meetings Board meetings shall be divided into regular meetings and extraordinary meetings. Regular meetings of the Board shall be convened at least twice each year. Extraordinary meetings of the Board shall be convened when any of the following circumstances arise:

(I) when the chairman deems it necessary;

(II) when more than one-third of the directors jointly propose it;

(III) when the Supervisory Committee proposes it;

(IV) when the president proposes it; or

(V) when two or more independent directors jointly propose it.

Notice of a Board meeting shall be given to all directors at least fourteen days in advance. However, if all directors are in attendance or have agreed to waive notice in writing, the Board meeting may be convened without prior notice.

A Board meeting shall be valid only if more than half of all directors are present. Each director shall have one vote. Resolutions of the Board shall be adopted by a majority vote of all directors. In the event of a tie, the chairman shall have a casting vote.

A director who is unable to attend a meeting may appoint, in writing, another director as his/her proxy to attend and vote on his/her behalf. A proxy may exercise the same voting rights as the director who granted the proxy. A director may act as proxy for only one other director. If a director neither attends a Board meeting in person nor appoints another director as proxy to attend on his/her behalf, such director shall be deemed to have abstained from voting on the resolutions of that meeting.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Where a director has a material interest in a matter to be resolved at a Board meeting, such director shall not vote on the relevant resolution, nor shall such director act as proxy for any other director in casting a vote on such resolution. A Board meeting may be held provided that the number of directors without a material interest in the matter and entitled to vote is not fewer than the quorum required for the Board meeting.

The Board shall maintain minutes of its meetings. The minutes shall record the matters discussed at the meeting, the voting results, the names of directors present, the names of directors who voted for, against, or abstained, and the reasons therefor. The minutes of Board meetings shall be kept as company records. The directors who attended the meeting and the secretary of the meeting shall sign the minutes. Directors shall have the right to request that explanatory statements made by them at the meeting be recorded in the minutes.

Chairman of the Board The Board shall have one chairman. The chairman shall be elected by a majority vote of all directors. The term of office of the chairman shall be the same as that of the Board. The chairman may be re-elected upon expiry of his/her term of office.

The chairman shall exercise the following powers:

(I) to preside over shareholders' meetings and to convene and preside over Board meetings;

(II) to supervise and inspect the implementation of Board resolutions;

(III) to sign securities issued by the company and other important documents of the company;

(IV) to exercise special decision-making authority on behalf of the Board in emergency situations in order to safeguard the interests of the company, and to report to the Board and the shareholders' meeting thereafter; and

(V) to exercise other powers delegated by the Board.

If the chairman is unable to perform his/her duties, a director designated by the chairman shall perform such duties on his/her behalf. If the chairman fails to designate a substitute, or is incapable of making such designation, a director elected by a majority vote of the directors shall perform such duties.

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(II) any person who, directly or indirectly, holds 1% or more of the company's issued shares, or any of the top ten shareholders of the company, as well as their spouse, parents, children, or principal social relations;

(III) any person who holds a position in a corporation, partnership, or other organization that directly or indirectly holds 5% or more of the company's issued shares, or any of the top five shareholders of the company, as well as their spouse, parents, children, or principal social relations;

(IV) any person who was, within the past three years, a director, supervisor, or senior management personnel of the company or any of its subsidiaries (other than independent directors);

(V) any person who provides financial, legal, consulting, or other services to the company or any of its subsidiaries;

(VI) any person who is a director, supervisor, or senior management personnel of any entity that has a significant business relationship with the company;

(VII) any other person who, in the opinion of the China Securities Regulatory Commission or the securities regulatory authority of the place where the company's shares are listed, may affect their ability to independently perform their duties as an independent director.

Independent directors shall have the following special powers in addition to the general powers of directors:

(I) to approve or veto, prior to submission to the Board for deliberation, material related- party transactions (i.e., related-party transactions in which the transaction amount exceeds 3 million yuan (万元) or accounts for more than 5% of the company's most recently audited net assets). If independent directors are unable to reach a consensus, the matter may be submitted to the Board for deliberation and resolution; however, independent directors shall make their respective opinions known;

(II) to propose to the Board to engage or replace the external auditing firm;

(III) to propose to convene an extraordinary shareholders' meeting;

(IV) to propose to convene an extraordinary Board meeting;

(V) to independently engage external auditing firms and consulting firms on behalf of the company;

(VI) to solicit shareholders' voting rights before convening a shareholders' meeting;

(VII) other powers granted by laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the company's shares are listed, or the Articles of Association.

Where independent directors exercise the special powers referred to in items (I) and (V) above, they shall reach a consensus among the majority of independent directors before doing so.

The company shall ensure that independent directors can exercise their powers. The company shall provide the necessary conditions for independent directors to carry out their duties. Independent directors shall have the right to obtain from the Board the information necessary to fulfill their duties. The company shall designate personnel to assist independent directors in performing their duties.

When an independent director holds a concurrent position with another listed company, the total number of listed companies in which the independent director holds concurrent positions (including the company) shall not exceed three, so as to ensure that the independent director has sufficient time and energy to effectively perform his/her duties.

The Board shall have a Secretary of the Board (hereinafter referred to as "Board Secretary"). The Board Secretary shall be a senior management personnel of the company appointed by the Board. The Board Secretary shall be responsible for the preparation of shareholders' meetings and Board meetings, the management of the company's documents and archives, and the handling of information disclosure matters. The Board Secretary shall be responsible for maintaining communication between the company and its shareholders and investors.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The President

The company shall have one president, appointed and removed by the Board. The president shall be accountable to the Board.

The president shall exercise the following powers:

(I) to preside over the production and operational management of the company, and to organize the implementation of Board resolutions;

(II) to organize the implementation of the company's annual business plan and investment plan;

(III) to draft plans for the establishment of the company's internal management structure;

(IV) to draft the company's basic management systems;

(V) to formulate the company's specific rules and regulations;

(VI) to propose to the Board the engagement or dismissal of the company's vice presidents and persons in charge of finance;

(VII) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board;

(VIII) to propose to convene extraordinary Board meetings;

(IX) other powers granted by the Articles of Association or by the Board.

The president shall attend Board meetings and shall have the right to speak at such meetings. If the president is not a director, he/she shall not have the right to vote.

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SUMMARY OF ARTICLES OF ASSOCIATION

(II) any natural person shareholder who directly or indirectly holds more than 1% of the company's issued shares or ranks among the company's top ten shareholders, as well as their spouse, parents, or children;

(III) any person who holds a position in a shareholder that directly or indirectly holds more than 5% of the company's issued shares or ranks among the top five shareholders of the company, as well as their spouse, parents, or children;

(IV) any person who holds a position in an affiliated enterprise of the company's controlling shareholder or de facto controller, as well as their spouse, parents, or children;

(V) any person who provides financial, legal, consulting, sponsorship, or other services to the company, its controlling shareholder, de facto controller, or their respective affiliates, including but not limited to all members of the project team from the intermediary institution providing such services, reviewers at all levels, signatories of the report, partners, directors, senior executives, and principal persons in charge;

(VI) any person who has significant business dealings with the company, its controlling shareholder, or de facto controller, or who holds a position in an entity or its controlling shareholder or de facto controller that has significant business dealings with the company;

(VII) any person who, within the past 12 months, has fallen under any of the circumstances listed in items (I) to (VI) above;

(VIII) any other person who, pursuant to laws, administrative regulations, provisions of the CSRC, the securities regulatory rules of the place where the company's shares are listed, or the Articles of Association, is deemed not to have independence.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

The affiliated enterprises of the company's controlling shareholder or de facto controller mentioned in items (IV), (V), and (VI) above shall not include those which, in accordance with the Rules Governing the Listing of Shares on the ChiNext Market of the Shenzhen Stock Exchange, are not considered related parties of the company.

Independent directors shall conduct an annual self-assessment of their independence and submit the results to the Board. The Board shall conduct an annual evaluation of the independence of incumbent independent directors and issue a special opinion, which shall be disclosed concurrently with the annual report.

The following matters shall be submitted to the Board for deliberation only after having been approved by more than half of all independent directors:

(I) connected transactions that are required to be disclosed;

(II) plans for the modification or waiver of commitments by the company or relevant parties;

(III) decisions and measures taken by the Board of the company in response to the acquisition at the time of the acquisition;

(IV) other matters as required by laws, administrative regulations, provisions of the CSRC, the securities regulatory rules of the place where the company's shares are listed, or the Articles of Association.

The company shall establish a dedicated meeting mechanism composed solely of independent directors. For matters such as connected transactions that are subject to deliberation by the Board, prior recognition by the dedicated meeting of independent directors shall be obtained. The company shall convene dedicated meetings of independent directors on a regular or ad hoc basis. Matters set forth in items (I) to (III) of paragraph 1 of Article 131, and Article 132 of the Articles of Association shall be reviewed by the dedicated meeting of independent directors. The dedicated meeting of independent directors may also study and discuss other matters of the company as needed.

The dedicated meeting of independent directors shall be convened and chaired by one independent director elected by more than half of all independent directors. If the convener fails or is unable to perform such duties, two or more independent directors may convene the meeting on their own and jointly elect one of them to preside over the meeting.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Specialized Committees under the Board

The company shall establish an Audit Committee within the Board and may, as needed, establish other relevant special committees such as the Strategy and Sustainable Development Committee, Nomination Committee, and Remuneration and Appraisal Committee. Special committees shall be accountable to the Board and shall perform their duties in accordance with the Articles of Association and the authorization of the Board. Proposals made by the specialized committees shall be submitted to the Board for deliberation and decision.

All members of the specialized committees shall be composed of directors. Among them, independent directors shall account for more than half of the members of the Audit Committee, the Nomination Committee, and the Remuneration and Appraisal Committee, and shall serve as the conveners. Members of the Audit Committee shall be directors who do not hold any senior management position in the company, and the convener shall be an accounting professional. The Board shall be responsible for formulating the rules of procedure for the specialized committees to regulate their operations.

The audit committee shall exercise the powers of the board of supervisors as stipulated in the Company Law. Members of the Audit Committee shall be non-executive directors or independent directors. The current Audit Committee comprises three members, including two independent directors. The convener (chairperson) shall be an accounting professional among the independent directors.

The Audit Committee shall be responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audits and internal controls. The following matters shall be submitted to the Board for deliberation only after being approved by more than half of all members of the Audit Committee:

(I) disclosure of financial and accounting reports and financial information in periodic reports, and internal control evaluation reports;

(II) appointment or dismissal of the accounting firm undertaking the audit of the listed company;

(III) appointment or dismissal of the chief financial officer of the listed company;

(IV) changes in accounting policies, accounting estimates, or corrections of significant accounting errors for reasons other than changes in accounting standards;

(V) other matters as stipulated by laws, administrative regulations, securities regulatory rules of the place where the company's shares are listed, and the Articles of Association.

The Audit Committee shall convene at least one meeting each quarter. An ad hoc meeting may be convened when proposed by two or more members or deemed necessary by the convener. Meetings of the Audit Committee shall only be held when more than two-thirds of

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

the members are present. Resolutions of the Audit Committee shall be passed by more than half of the members. Voting on resolutions of the Audit Committee shall follow a one-person-one-vote rule. Meeting minutes of Audit Committee resolutions shall be prepared in accordance with regulations, and the Audit Committee members attending the meeting shall sign the minutes.

The rules of procedure for the Audit Committee shall be formulated by the Board.

Senior Management

The company shall have one president, who shall be appointed or dismissed by the Board. The company may appoint other senior management members, who shall also be appointed or dismissed by the Board.

Article 112 of the Articles of Association concerning disqualification from serving as a director shall also apply to senior executives. Article 116 of the Articles of Association concerning the duty of loyalty of directors and items (IV) to (VI) of Article 117 concerning the duty of diligence shall also apply to senior management. Article 119 of the Articles of Association concerning the resignation of directors shall likewise apply to senior executives.

The president shall be accountable to the Board and shall exercise the following powers:

(I) preside over the company's production and operational management, organize the implementation of resolutions of the Board, and report to the Board on their work;

(II) organize the implementation of the company's annual business plan and investment proposals;

(III) formulate plans for the establishment of the company's internal management structure;

(IV) formulate the company's basic management systems;

(V) formulate specific rules and regulations of the company;

(VI) propose to the Board the appointment or dismissal of other senior management members of the company;

(VII) decide on the appointment or dismissal of managerial personnel other than those whose appointment or dismissal shall be decided by the Board;

(VIII) other powers granted by the Articles of Association or the Board.

The president shall attend Board meetings. If the president is not a director, he/she shall not have any voting rights at the Board meetings.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

FINANCIAL AND ACCOUNTING SYSTEM, PROFIT DISTRIBUTION, AND AUDIT

Financial and Accounting System

The company shall, in accordance with laws, administrative regulations, and the provisions of relevant state authorities, formulate its financial and accounting system.

The company shall submit and disclose its annual report to the local office of the CSRC and the stock exchange where its shares are listed within four months from the end of each fiscal year, and shall submit and disclose its interim report to the local office of the CSRC and the stock exchange where its shares are listed within two months from the end of the first half of each fiscal year. The above annual and interim reports shall be prepared in accordance with relevant laws, administrative regulations, the rules of the CSRC, and the regulations of the stock exchange where the company's shares are listed.

In addition to the statutory account books, the company shall not establish separate account books. The company's assets shall not be deposited in accounts opened under any individual's name.

When distributing the after-tax profits of the current year, the company shall allocate 10% of such profits to the statutory reserve fund. Where the cumulative amount of the statutory reserve fund has exceeded 50% of the company's registered capital, no further allocation is required. If the statutory reserve fund of the company is insufficient to cover losses carried forward from previous years, such losses shall be covered first using the profits of the current year before making the allocation to the statutory reserve fund as provided in the preceding paragraph. After allocating to the statutory reserve fund, the company may, subject to resolution of the shareholders' meeting, further allocate a portion of the after-tax profits to a discretionary reserve fund.

The remaining after-tax profits of the company, after covering losses and allocating to the reserve funds, shall be distributed to shareholders in proportion to their respective shareholdings, except where otherwise provided in the Articles of Association. Where the shareholders' meeting distributes profits in violation of the Company Law, the shareholders shall return such improperly distributed profits to the company. Where losses are caused to the company, the shareholders and the directors and senior management members who are responsible shall be liable for compensation. Shares of the company held by the company itself shall not be entitled to profit distribution.

The company shall appoint one or more receiving agents in Hong Kong for its H-shareholders. Such receiving agent(s) shall, on behalf of the relevant H-shareholders, receive and hold the dividends and other amounts payable by the company in respect of the H-shares, pending payment to such H-shareholders. The receiving agent(s) appointed by the company shall comply with applicable laws and regulations and the securities regulatory rules of the stock exchange where the company's shares are listed.

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The company's reserve funds shall be used to cover losses, expand production and operations, or be converted into capital of the company. When using reserve funds to cover losses, discretionary reserve funds and statutory reserve funds shall be used first; if still insufficient, capital reserve funds may be used in accordance with relevant regulations.

Internal Audit

The company shall implement an internal audit system, which shall clearly define the leadership structure, responsibilities and authority, staffing, funding, utilization of audit results, and accountability in relation to internal audit work.

The internal audit system of the company shall be implemented upon approval by the Board and shall be publicly disclosed.

Engagement of Accounting Firms

The company shall engage an accounting firm that complies with the Securities Law to provide services including auditing of financial statements, verification of net assets, and other relevant consultancy services. The term of engagement shall be one year and may be renewed.

The engagement or dismissal of an accounting firm and the payment of its remuneration shall be determined by the shareholders' meeting. The Board shall not appoint an accounting firm before the shareholders' meeting has made a decision.

The company shall provide the engaged accounting firm with true and complete accounting vouchers, account books, financial accounting reports, and other accounting materials, and shall not refuse, conceal, or make any false statements.

The audit fees of the accounting firm shall be determined by the shareholders' meeting.

If the company dismisses or decides not to renew the engagement of an accounting firm, it shall notify the firm three days in advance. When the shareholders' meeting of the company deliberates the dismissal of the accounting firm, the firm shall be allowed to express its opinion. Where an accounting firm proposes resignation, it shall explain to the Board whether there are any improprieties on the part of the company.

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APPENDIX III

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MERGER, DIVISION, INCREASE AND REDUCTION OF REGISTERED CAPITAL, DISSOLUTION, AND LIQUIDATION

Merger, Division, Increase and Reduction of Registered Capital

The company may, in accordance with the law, undergo a merger or division. A merger may take the form of an absorption merger or a new establishment merger. In an absorption merger, one company absorbs other companies, and the absorbed companies shall be dissolved. In a new establishment merger, two or more companies merge to establish a new company, and all parties to the merger shall be dissolved.

For a merger, the parties to the merger shall enter into a merger agreement and prepare a balance sheet and an inventory of assets. The company shall notify its creditors within 10 days from the date the merger resolution is adopted, and shall make an announcement within 30 days in China Securities Journal, Securities Times, or via the National Enterprise Credit Information Publicity System. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of the announcement if no notice is received, demand that the company repay debts or provide corresponding guarantees.

In a merger, the surviving company or the newly established company shall assume all claims and debts of the parties to the merger.

In the case of a division, the company's assets shall be divided accordingly. A balance sheet and an inventory of assets shall be prepared for the division. The company shall notify its creditors within 10 days from the date the division resolution is adopted, and shall make an announcement within 30 days in China Securities Journal, Securities Times, or via the National Enterprise Credit Information Publicity System. Debts incurred before the division shall be borne jointly and severally by the companies after the division, except where the company has entered into a written agreement with the creditors regarding debt repayment prior to the division.

The company shall notify its creditors within 10 days from the date the shareholders' meeting adopts the resolution to reduce the registered capital, and shall make an announcement within 30 days in China Securities Journal, Securities Times, or via the National Enterprise Credit Information Publicity System. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of the announcement if no notice is received, demand that the company repay debts or provide corresponding guarantees.

Where the company issues new shares to increase its registered capital, shareholders shall not have preemptive subscription rights, unless otherwise provided in the Articles of Association or resolved by the shareholders' meeting.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

Where a merger or division involves modifications in registration particulars, such modifications shall be registered with the company registration authority in accordance with the law. Where the company is dissolved, it shall apply for cancellation of registration in accordance with the law. Where a new company is established, it shall apply for formation registration in accordance with the law.

Where the company increases or reduces its registered capital, it shall register the modifications with the company registration authority in accordance with the law.

Dissolution and Liquidation

The company shall be dissolved for any of the following reasons:

(I) the expiration of the business term prescribed in the Articles of Association or the occurrence of any other dissolution event stipulated in the Articles of Association;

(II) dissolution as resolved by the shareholders' meeting;

(III) dissolution due to a merger or division of the company;

(IV) the company forfeits its business license, is ordered to close down, or is abolished in accordance with the law;

(V) where the company encounters serious difficulties in its operations and management, and its continued existence would cause significant harm to the interests of shareholders, and such difficulties cannot be resolved through other means, shareholders individually or jointly holding more than 10% of the total voting rights of all shareholders may petition the people's court to dissolve the company.

Where any of the dissolution events set forth in the preceding paragraph occurs, the company shall disclose the cause of dissolution via the National Enterprise Credit Information Publicity System within ten days.

Where the company falls under the circumstances described in items (I) or (II) of Article 232 of the Articles of Association and has not yet distributed its assets to shareholders, it may continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting.

An amendment to the Articles of Association or a resolution of the shareholders' meeting in accordance with the preceding paragraph shall be passed by shareholders representing more than two-thirds of the voting rights of the shareholders attending the shareholders' meeting.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Where the company is dissolved due to the circumstances stipulated in items (I), (II), (IV), or (V) of Article 232 of the Articles of Association, it shall be liquidated. The directors shall be the liquidation obligors of the company and shall establish a liquidation committee within 15 days from the date the dissolution event arises and commence liquidation. The liquidation committee shall be composed of directors, unless otherwise provided in the Articles of Association or otherwise resolved by the shareholders' meeting. Where the liquidation obligors fail to perform their liquidation duties in a timely manner and cause losses to the company or its creditors, they shall be liable for compensation.

During the liquidation period, the liquidation committee shall exercise the following powers:

(I) notifying or announcing to creditors;

(II) verifying the company's assets and preparing a balance sheet and an inventory of assets;

(III) handling the company's unfinished business related to the liquidation;

(IV) paying taxes owed and taxes arising during the liquidation process;

(V) verifying claims and debts;

(VI) distributing any remaining assets of the company after debts have been repaid;

(VII) representing the company in civil litigation proceedings.

The liquidation committee shall notify creditors within ten days from its establishment and shall make an announcement within sixty days in China Securities Journal, Securities Times, or via the National Enterprise Credit Information Publicity System. Creditors shall declare their claims to the liquidation committee within thirty days from the date of receiving the notice, or within forty-five days from the date of the announcement if the notice was not received. When declaring claims, creditors shall explain the details of their claims and provide supporting documents. The liquidation committee shall register the declared claims. During the claim declaration period, the liquidation committee shall not make any payments to creditors.

Upon completing the verification of the company's assets and preparation of the balance sheet and the inventory of assets, the liquidation committee shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation. After settling liquidation expenses, employee wages, social insurance premiums, statutory compensations, taxes owed, and repaying the company's debts, the remaining assets of the company shall be distributed to shareholders in proportion to their shareholding. During the liquidation period, the company shall continue to exist but shall not conduct any business activities unrelated to the liquidation. The company's assets shall not be distributed to shareholders before the payments specified in the preceding paragraph have been made.

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APPENDIX III

SUMMARY OF ARTICLES OF ASSOCIATION

If, after verifying the company's assets and preparing the balance sheet and inventory of assets, the liquidation committee determines that the company's assets are insufficient to repay its debts, it shall apply to the people's court for bankruptcy liquidation. Upon acceptance of the bankruptcy application by the people's court, the liquidation committee shall transfer the liquidation matters to the bankruptcy administrator designated by the people's court.

Upon completion of the liquidation, the liquidation committee shall prepare a liquidation report and submit it to the shareholders' meeting or the people's court for confirmation, and file an application with the company registration authority for the cancellation of registration, and announce the termination of the company.

If the company is declared bankrupt in accordance with the law, it shall undergo bankruptcy liquidation pursuant to the relevant laws on enterprise bankruptcy.

Amendment to the Articles of Association

Under any of the following circumstances, the company shall amend the Articles of Association:

(I) where amendments to the Company Law or relevant laws, administrative regulations, or the securities regulatory rules of the stock exchange where the company's shares are listed result in inconsistencies with the provisions of the Articles of Association;

(II) where changes in the company's circumstances result in inconsistencies with the matters recorded in the Articles of Association;

(III) where the shareholders' meeting resolves to amend the Articles of Association.

Where an amendment to the Articles of Association adopted by resolution of the shareholders' meeting is subject to approval by the relevant competent authorities, such amendment shall be submitted for approval; where such amendment involves matters required to be registered, relevant modifications shall be registered in accordance with the law.

The Board shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting and the approval opinions of the relevant competent authorities.

Where the amendment to the Articles of Association involves information required to be disclosed under laws, administrative regulations, or the securities regulatory rules of the stock exchange where the company's shares are listed, such information shall be announced in accordance with regulations.

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

the authorization to the Board to do all things in connection with the [REDACTED] and to execute all documents and take all steps as may in its opinion be necessary, appropriate or desirable in order to implement the [REDACTED] or any part thereof, including without limitation to the following things:

(i)

to determine the final [REDACTED] price for the H Shares;

(ii)

to determine the final number of H Shares to be issued in the [REDACTED];

(iii)

to determine the [REDACTED] and the [REDACTED] to be granted by our Company, if any;

(iv)

to execute the [REDACTED] and all documents described in this Document relating to the [REDACTED];

(v)

to arrange for all necessary regulatory filings and approvals;

(vi)

to determine the [REDACTED] of the H Shares;

(vii)

to approve the arrangements for applying the [REDACTED] of the H Shares to the [REDACTED] of H Shares; and

(viii)

to do all other things as may be necessary, appropriate or desirable in connection with the [REDACTED].

– IV-3 –

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authorization to the Board and its authorized person(s) to handle all matters relating to, among other things, the [REDACTED], the issue and [REDACTED] of the H Shares.

FURTHER INFORMATION ABOUT OUR BUSINESS Summary of Material Contract The following contract (not being contract entered into in the ordinary course of business) was entered into by our Group within the two years preceding the date of this Document and is or may be material: (a)

the [REDACTED].

Intellectual Property Rights Save as disclosed below, as of the Latest Practicable Date, there were no other intellectual property rights which are or may be material in relation to our business.

– IV-3 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Trademarks As of the Latest Practicable Date, we had registered the following trademarks which we consider to be or may be material to our business:

| No. | Registered trademark | Registered owner | Registration number | Place of registration | |-----|----------------------|-----------------|--------------------|-----------------------| | 1 ўўў | | Company | 74644153 | PRC | | | | | 74645931 | PRC | | | | | 13075137 | PRC | | | | | 8727355 | PRC | | | | | 8722473 | PRC | | | | | 8727400 | PRC | | | | | 37245067 | PRC | | 2 ўў | | Company | 74027217 | PRC | | | | | 74028680 | PRC | | | | | 74028685 | PRC | | | | | 74033838 | PRC | | | | | 74045417 | PRC | | | | | 28337698 | PRC | | | | | 28342531 | PRC | | | | | 13820527 | PRC | | | | | 13821031 | PRC | | | | | 13820633 | PRC | | | | | 13821073 | PRC | | | | | 13820233 | PRC | | | | | 67834652 | PRC | | | | | 67836493 | PRC | | | | | 2333468 | Australia | | | | | 840605757 | Brazil | | | | | 405918 | Czech Republic | | | | | 302009000242 | Germany | | | | | 018929123 | European Union Intellectual Property Office (EUIPO) | | | | | M4279697 | Spain | | | | | 4517798 | France | | | | | N287975 | Greece | | | | | UK00004043765 | United Kingdom | | | | | 2024-007912 | Kuwait | | | | | 95825 | Kazakhstan | | | | | TM2022018658 | Malaysia |

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Registered trademark | Registered owner | Registration number | Place of registration | |-----|----------------------|-----------------|--------------------|-----------------------| | | | | 1247885 | New Zealand | | | | | P00358215 | Peru | | | | | 4-2023-525186 | Philippines | | | | | 1182402 | Indonesia | | | | | 000730789 | Portugal | | | | | 7248561 | United States (Federal) | | | | | 3657345 | United States (Federal) | | | | | 02422227 | Taiwan, PRC | | | | | 1182402 | United Arab Emirates | | 8 ўў | | Company | 1182402 | Australia | | | | | 1182402 | EUIPO | | | | | 1182402 | United Kingdom | | | | | 1182402 | Israel | | | | | 1182402 | Japan | | | | | 1182402 | Mexico | | | | | 1182402 | Singapore | | | | | 1182402 | Switzerland | | | | | 1182402 | Russia | | | | | 1182402 | Vietnam | | | | | 305602040 | Hong Kong | | | | | 02401670 | Taiwan | | 9 ўў | | Company | 02401669 | Taiwan | | 10 ўў | | Company | N/221311 | Macao | | 11 ў | | Company | N/221312 | Macao | | 12 ў | | Company | 2024 060856 | Turkey | | 13 ў | | Company | 306483826 | Hong Kong | | 14 ў | | Company | 305602040 | Hong Kong | | 15 ў | | Company | 306934753 | Hong Kong | | 16 ў | | Company | 306934762 | Hong Kong |

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Patents As of the Latest Practicable Date, we had registered the ownership of and/or had the right to use the following patents which we consider to be or may be material to our business, details of which are as follows:

| No. | Patent description | Registered owner | Place of registration | |-----|--------------------|-----------------|----------------------| | 1 ўўў | A Method for Recycling and Reusing Anode Slurry of Lithium-ion Batteries | Jingmen EVE Innovation Energy Co., Ltd. (荊門億緯創能鋰電池有限公司) | PRC | | 2 ўўў | A Method, Apparatus and Storage Medium for Defect Localization | Jingmen EVE Innovation Energy Co., Ltd. (荊門億緯創能鋰電池有限公司) | PRC | | 3 ўўў | A Method for Recycling Gel Agglomerates or Solidified Gels Generated During Cathode Slurry Preparation | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 4 ўўў | A Battery Cluster Bracket, Energy Storage Device and Containerized Energy Storage System | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 5 ўўў | Marine Energy Storage System and Its Discharge Method | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 6 ўўў | Marine Energy Storage System and Its Charging Method | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 7 ўўў | Energy Storage Liquid Cooling System, High-Temperature Start-Up Method, Electronic Device and Storage Medium | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 8 ўўў | Battery Module, Battery Pack, and Method for Adjusting the Binding Force of Battery Modules | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 9 ўўў | Battery and Method for Regulating Battery Temperature | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 10 ўўў | Dehumidification Method for Energy Storage Cabinets, Storage Medium and Energy Storage Cabinet | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 11 ўўў | Method and Equipment for Preparing Dry Electrode Sheets | Company | PRC | | 12 ўўў | Method for Internal Resistance Estimation, Battery Management System and Computer-Readable Medium | Company | PRC |

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Patent description | Registered owner | Place of registration | |-----|--------------------|-----------------|----------------------| | 13 ўўў | | | |

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Patent description | Registered owner | Place of registration

14 ў ў ў | Ultramicroporous Fluorine-Doped Hard Carbon Anode Material and Its Preparation Method | Company | PRC 15 ў ў ў | A Silicon-Based Anode Electrolyte, Its Preparation Method and Lithium-ion Battery | Company | PRC 16 ў ў ў | A Ternary Co-Doped Manganese Dioxide Material, Its Preparation Method and Applications | Company | PRC 17 ў ў ў | A Composite Separator, Its Preparation Method and Sodium-ion Battery | Company | PRC 18 ў ў ў | A Polyimide Composite Separator, Its Preparation Method and Sodium-ion Battery | Company | PRC 19 ў ў ў | A Biomass-Based Hard Carbon Material, Its Preparation Method and Lithium-ion Battery | Company | PRC 20 ў ў ў | A Polyurethane Foam Material for Cylindrical Battery Modules, Its Preparation Method and Applications | Company | PRC 21 ў ў ў | A Hard Carbon Material, Its Preparation Method and Applications | Company | PRC 22 ў ў ў | A Sugar-Based Hard Carbon Material, Its Preparation Method and Applications | Company | PRC 23 ў ў ў | A Cathode Material with a Mixed Conductor Coating Layer, Its Preparation Method and Applications | Company | PRC

24 ў ў ў | A Method for Enhancing the High-Temperature Float Charging Performance of Lithium-ion Batteries and the Lithium-ion Battery | Company | PRC 25 ў ў ў | A Primary Lithium Battery Cathode Active Material, Its Preparation Method and Applications | Company | PRC 26 ў ў ў | A Graphene-Modified Silicon Anode Material, Its Preparation Method and Applications | Company | PRC 27 ў ў ў | A Silicon–Carbon Composite Electrode Sheet, Its Preparation Method and Applications | Company | PRC 28 ў ў ў | A Lithium-ion Battery Electrolyte and Lithium-ion Battery | Company | PRC 29 ў ў ў | Coin Cell | Company | PRC 30 ў ў ў | A Polyimide Composite Separator, Its Preparation Method and Lithium-ion Battery | Company | PRC 31 ў ў ў | A Thermally Shut-Down Composite Separator, Its Preparation Method and Applications | Company | PRC 32 ў ў ў | A Biomimetic Thermo-Sensitive Composite Separator and Its Preparation Method | Company | PRC 33 ў ў ў | A Thermally Shut-Down Separator and Its Preparation Method and Applications | Company | PRC

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Patent description | Registered owner | Place of registration

34 ў ў ў | A Method for Addressing Swelling in Wound-Type Battery Cells | Company | PRC 35 ў ў ў | A Method for Preparing Lithium–Sulfur Battery Slurry, and the Resulting Slurry and Electrode Sheet | Company | PRC 36 ў ў ў | An Electrolytic Copper Foil, Its Preparation Method and Lithium Battery | Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | PRC 37 ў ў ў | A Method for Manufacturing Battery Electrodes, Battery Electrodes and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 38 ў ў ў | A Cathode Sheet and Lithium-ion Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 39 ў ў ў | Battery Cell, Battery Module and Method for Manufacturing Battery Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 40 ў ў ў | Battery and Its Assembly Method | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 41 ў ў ў | A Lithium Supplementing Cathode, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 42 ў ў ў | A Composite Cathode Material, Its Preparation Method and Lithium-ion Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 43 ў ў ў | A Heat Dissipation Device and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

44 ў ў ў | A Cooling Plate Assembly, Liquid-Cooled Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 45 ў ў ў | A Battery Explosion-Proof Valve and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 46 ў ў ў | An Air-Cooled Battery System | Company | PRC 47 ў ў ў | An Electrode Sheet, Its Preparation Method and Applications | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC 48 ў ў ў | A Module Positioning Structure and Battery Module | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC 49 ў ў ў | Battery Liquid Cooling Structure, Battery Module and Battery Pack | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC 50 ў ў ў | A Method and Apparatus for Calculating Battery Cycle Life | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC 51 ў ў ў | A Blockchain-Based Method and Apparatus for Encrypting Battery Cell Data | Company, EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 52 ў ў ў | Battery Assembly | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC 53 ў ў ў | Thermal Management System and Battery System | — | —

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Patent description | Registered owner | Place of registration

53 ў ў ў | A Battery Cell | — | — 54 ў ў ў | A Demagnetization Method for Conductive Agents | — | — 55 ў ў ў | Laser Welding Assembly, Method and System for Detecting Laser Welding Defects | — | — 56 ў ў ў | Method for Detecting the Full-Charge Process, Computer Device and Storage Medium | — | — 57 ў ў ў | — | — | —

Method for Identifying Operating States of Energy Storage Systems, Computer Device and Storage Medium

A Sulfur Electrode Electrolyte and Lithium–Sulfur Battery

A Pre-Lithiated Anode, Its Preparation Method and Lithium-ion Battery

A Lithium Metal Treatment Method and Its Applications

A Modified Titanium-Based Anode Material, Its Preparation Method and Applications

A Cathode Electrode Sheet, Its Preparation Method and Applications

A Chemical Lithium Supplementation Device for Anode Sheets and the Supplementation Method

A Single-Ion Conducting Polymer Electrolyte, Its Preparation Method and Applications

An Organic Composite Cathode Material, Its Preparation Method and All-Solid-State Battery

A Polysiloxane Solid Electrolyte, Solid-State Battery, and Their Preparation Method and Applications

A Silicon–Carbon Anode Material with Artificial SEI Film, Its Preparation Method and Applications

A Silicon Monoxide Anode Material with Artificial SEI Film, Its Preparation Method and Applications

A Silicon-Based Composite Anode Material, Its Preparation Method and Electrochemical Energy Storage Device

A Modified Ferrate-Based Cathode Material, Its Preparation Method and Lithium-ion Battery

| 58 | ў ў ў | | 59 | ў ў ў | | 60 | ў ў ў | | 61 | ў ў ў | | 62 | ў ў ў | | 63 | ў ў ў | | 64 | ў ў ў | | 65 | ў ў ў | | 66 | ў ў ў | | 67 | ў ў ў | | 68 | ў ў ў | | 69 | ў ў ў | | 70 | ў ў ў |

– IV-9 –

| Place of registration | |---| | EVE Power Co., Ltd. (湖北億緯動力有限公司) | | Jingmen EVE Innovation Energy Co., Ltd. (荊門億緯創能鋰電池有限公司) | | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | | Company | PRC | | Company | PRC | | Company | PRC | | Company | PRC | | Company | PRC | | Company | PRC | | Company | PRC | | Company | PRC | | Company | PRC | | Company | PRC | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | PRC | | | PRC | | | PRC | | | PRC |

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Patent description | Registered owner | Place of registration | |---|---|---|---| | 71 | ў ў ў | A Thick Lithium Iron Phosphate Electrode, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 72 | ў ў ў | A Cathode Electrode Sheet, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 73 | ў ў ў | A Modified Potassium Ferrate Material, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 74 | ў ў ў | A Boron-Doped Silicon Monoxide Anode Material, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 75 | ў ў ў | A Lithium Iron Phosphate Cathode Material, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 76 | ў ў ў | Constant-Voltage Formation Process for Lithium Batteries | EVE Energy Storage Company Limited (武漢億緯儲能有限公司), EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 77 | ў ў ў | An Anode Material, Its Preparation Method and Uses | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 78 | ў ў ў | Method, Device and Electronic Equipment for Predicting Cell Formation Discharge Capacity | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 79 | ў ў ў | An Alignment Tool for Liquid Injection Hole of Cylindrical Cells | Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | PRC | | 80 | ў ў ў | Performance Analysis Method for Energy Storage Systems and Related Equipment | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | PRC | | 81 | ў ў ў | A Fast-Charging Electrolyte and Battery Using the Same | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 82 | ў ў ў | A Water-Based Ceramic Slurry, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 83 | ў ў ў | A Modified Lithium Manganese Iron Phosphate Cathode Material, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 84 | ў ў ў | A Color-Developing Corrosive Solution, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 85 | ў ў ў | A Lithium Manganese Iron Phosphate Cathode Material, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 86 | ў ў ў | An Electrolyte, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 87 | ў ў ў | An Electrolyte, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 88 | ў ў ў | A Conductive Slurry, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 89 | ў ў ў | Drying Method for Lithium-Ion Batteries | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC |

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APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Patent description | Registered owner | Place of registration | |---|---|---|---| | 90 | ў ў ў | Preparation Method for Zirconium-Doped Ternary Cathode Material, Ternary Cathode Material and Its Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 91 | ў ў ў | A Composite Cathode Material, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 92 | ў ў ў | Drying Device and Electrode Sheet Drying System | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 93 | ў ў ў | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | | | | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 101 | ў ў |

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Patent description | Registered owner | Place of registration

102 | Top Cover Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

103 | Battery Electrode Sheet and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

104 | A Battery Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

105 | A Cover Plate Assembly and Battery Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

106 | Battery Top Cover and Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

107 | Cover Plate Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

108 | Cover Plate Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

109 | Top Cover Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

94 | A Lithium–Sulfur Battery Cathode, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

95 | A Core–Shell Structured Ternary Cathode Material, Its Preparation Method and Lithium-ion Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

96 | A Core–Shell Composite Lithium–Silicon Alloy Lithium Supplement Additive, Its Preparation Method and Applications | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

97 | A Method, Device and Equipment for Predicting Battery Cell Capacity | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

98 | Method, Device, Battery System and Storage Medium for Battery Pack Balancing | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

99 | Pole Piece Processing Mechanism and Pole Piece Rolling Press | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

100 | Method for Correcting Remaining Charging Time, Battery System, and Storage Medium | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

101 | A Frame, A Battery Module, and A Method for Assembling the Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

Battery Casing and Battery Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

– IV-11 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Patent description | Registered owner | Place of registration

110 | Electrode Post, Top Cover Structure, Battery, Battery Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

111 | Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

112 | Battery Enclosure and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司), Company | PRC

113 | Secondary Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

114 | Top Cover Assembly, Battery Cell and Battery Cell Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

115 | A Power Battery Cover and Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

116 | A Self-Fusing Device for Battery Packs, Battery Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

117 | Battery Top Cover Insulator, Top Cover Assembly and Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

118 | Single Cell and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

119 | A Lower Plastic Component and Battery Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

120 | Battery Liquid Injection Device | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

121 | Battery and Electronic Device | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

122 | Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司), Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | PRC

123 | Battery Insulator, Top Cover Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

124 | Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

125 | Top Cover Structure and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

126 | Battery Cell, Battery Module and Vehicle | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

127 | Retaining Frame and Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司), Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | PRC

128 | Central Pin and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

– IV-12 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Patent description | Registered owner | Place of registration

129 | Battery Cell and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

130 | Battery Cell and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

131 | Battery Testing Device | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

132 | Battery Cover Plate Assembly, Battery and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司), Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | PRC

133 | Battery Shell, Single Cell and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

134 | A Retainer for Power Battery and Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

135 | Cover Plate Structure and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

136 | Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

137 | Battery and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

138 | Cover Plate Assembly and Battery Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

139 | Blue Film Debubbling Device | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

140 | Battery Disassembly Device | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

141 | Battery Cover Plate Assembly | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

142 | Top Cover Structure, Battery Cell and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

143 | Battery Cell Assembly and Single Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

144 | Lamination Battery Reinforcing Device and Lamination Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

145 | Current Collector and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

146 | A Battery Terminal Structure and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

147 | A Battery Cell, Battery Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

– IV-13 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Patent description | Registered owner | Place of registration

148 | A Cover Plate and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

149 | A Battery Cover Plate and Lithium Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

150 | A Detection Jig | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

151 | A Battery Cover Plate Assembly and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

152 | A Top Cover Assembly and Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

153 | A Battery Compression Testing Fixture | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

154 | Top Cover Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

155 | Battery Casing and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

156 | A Battery Top Cover and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

157 | Top Cover Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

158 | Single Cell and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

159 | A Battery Cover Plate and Single Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

160 | A Battery, Battery Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| No. | Patent description | Registered owner | Place of registration | |-----|-------------------|-----------------|----------------------| | 161 | A Cap Assembly, Battery, Battery Module, Battery Pack and Vehicle | EVE Power Co., Ltd. (湖北億緯動力有限公司), Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司) | PRC | | 162 | A Composite Connection Tab, Battery and Vehicle | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 163 | PET Release Film Recycling Device | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 164 | A Power Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 165 | A Battery Cover Plate Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 166 | A Segmented Intermittent Coated Electrode Sheet and Bare Cell | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 167 | A Cell Cover Plate, Cell, Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 168 | A Holding Structure for Battery Tab and Connection Tab, and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 169 | A Current-Carrying Component and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 170 | Winding Needle, Battery and Power Device | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 171 | Cooling System and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 172 | A Battery Cover Plate and Lithium Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 173 | Heating Element Fixing Structure and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 174 | Top Cover Assembly and Battery | Huizhou EVE Power Co., Ltd. (惠州億緯動力電池有限公司), EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 175 | A Battery Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 176 | A Liquid Cooling Plate, Cooling System and Vehicle | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 177 | A Tray Structure for Battery Module, Battery Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 178 | A Liquid Cooling System and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 179 | A Battery Module with Heating Component | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 180 | A Heating Film, Battery Module and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 181 | A Detection Circuit | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 182 | A Battery Cover Plate Assembly, Cylindrical Battery and Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 183 | A Battery Module and Electric Vehicle | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 184 | A Cooling Plate Unit, Cooling Module and Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 185 | Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 186 | Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 187 | A Battery Cell Module and Battery System | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 188 | A Battery Cell Module and Battery System | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 189 | A Battery Cell Module and Battery System | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 190 | Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 191 | Energy Storage Platform | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 192 | Battery Enclosure | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 193 | Battery Cell Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 194 | Battery Module and Battery Enclosure | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 195 | A Battery Module | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 196 | A BMS, BMS Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 197 | A Dual-Loop Liquid Cooling Battery System | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 198 | A Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 199 | A Multifunctional Tray Structure and Combined Battery Pack | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC | | 200 | A Top Cover Assembly and Battery | EVE Power Co., Ltd. (湖北億緯動力有限公司) | PRC |

– IV-14 – – IV-15 – – IV-16 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Software Copyrights

As of the Latest Practicable Date, we had registered the following software copyrights which we consider to be or may be material to our business:

| No. | Software Name | |-----|--------------| | 1 | [text not fully provided in source] |

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Software Name | Place of Registration | Registration No. ---|---|---|--- 1 | A Zero-Drift Compensation Algorithm Software for Battery Management System with Adaptive Current Sensor [Abbreviation: Zero-Drift Compensation Algorithm Software for BMS] V1.0 | PRC | 2023SR0346326 2 | Integrated Control System for Cylindrical Pouch-Type Fully Automatic Packaging Machine V1.0 | PRC | 2020SR1837637 3 | EVEICR1254 Huizhou Jinyuan Intelligent Robot Co., Ltd. Positive Electrode Welding System [Abbreviation: Positive Electrode Welding System] V1.0 | PRC | 2020SR1888136 4 | Front-End Integrated Control System for JY-759 Vacuum Sealing Machine V1.0 | PRC | 2022SR0097253 5 | EVE Power Distribution Inspection System [Abbreviation: Power Distribution Inspection System] V1.0 | PRC | 2021SR1192384 6 | Industrial Equipment Data Acquisition System [Abbreviation: Equipment Data Acquisition] V1.0 | PRC | 2021SR1192385 7 | Data Inspection System Based on Intelligent Manufacturing [Abbreviation: Data Inspection System] V1.0 | PRC | 2019SR1144628 8 | Digital Workshop Kanban System for Intelligent Manufacturing [Abbreviation: Kanban System] V1.0 | PRC | 2020SR0656320 9 | EVE 48V BMS Data Monitoring, Parameter Configuration and Online Upgrade System V1.0 | PRC | 2022SR1083220 10 | EVE 1,500V BMS Software | PRC | 2022SR1083223 11 | EVE Shipboard Energy Storage BMS Display Real-Time Monitoring Software | PRC | 2022SR1083224 12 | High-Voltage Data Acquisition Software for Kilovolt-Level BMS | PRC | 2023SR0704466

– IV-17 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No. | Software Name | Place of Registration | Registration No. ---|---|---|--- 13 | HPPC Parameter Identification Software Based on Equivalent Circuit Model | PRC | 2023SR0600336 14 | Battery Parameter Acquisition Software for Energy Storage System | PRC | 2023SR0600335 15 | Parameter Calibration and Monitoring Software Based on XCP Protocol [Abbreviation: XCM Tool] V1.0 | PRC | 2023SR1090508 16 | Warehouse Logistics Information Management System [Abbreviation: EWMS] V1.0 | PRC | 2023SR0911718 17 | Environmental Monitoring and Automatic Control System V1.0 | PRC | 2023SR0956937 18 | Lithium Battery Life Simulation Software [Abbreviation: Life Simulation] V1.0 | PRC | 2023SR1059288 19 | EVE National Standard Simulation Software for Chargers [Abbreviation: GBT_Simulation] V1.0 | PRC | 2023SR1057990 20 | Data Detection System for JY-950-4 Positive Terminal Welding Machine V1.0 | PRC | 2024SR0852281 21 | Integrated Control System for JY-984-3 Cell Insertion Welding Machine V1.0 | PRC | 2024SR0852534 22 | Equipment Data Monitoring System for JY-952-2G Automated Warehouse V1.0 | PRC | 2024SR0526406 23 | Digital Service Management Platform for Plant Engineering [Abbreviation: Administrative Digitalization] V1.0 | PRC | 2024SR1010629 24 | Battery Power Meter Calculation Software [Abbreviation: Power MAP] V1.0 | PRC | 2024SR1095109 25 | Battery Warranty Calculation Software [Abbreviation: Warranty Evaluation] V1.0 | PRC | 2024SR0834403 26 | EVE Automatic Code Generation Software Based on arxml [Abbreviation: XCOM] V1.4.7 | PRC | 2024SR0983749 27 | EVE Simulation Software Based on CAN Communication [Abbreviation: STS] V.1.0.0 | PRC | 2024SR0983091 28 | Traceability System V1.0 | PRC | 2024SR0983827 29 | A Cloud-Based Data Visualization and Analysis Software Platform V1.0 | PRC | 2024SR1848225

– IV-18 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Domain Names

As of the Latest Practicable Date, we had registered the following internet domain names which we consider to be or may be material to our business:

No. | Domain name | Registered owner | Expiry date ---|---|---|--- 1 | eveportal.com | Company | January 23, 2027 2 | evebattery.com | Company | March 1, 2026 3 | evemall.com | Company | November 22, 2026 4 | evepower.com | EVE Power Co., Ltd. (湖北億緯動力有限公司) | January 16, 2027 5 | evejy.com | Huizhou Jinyuan Intelligent Robot Co., Ltd. (惠州金源智能機器人有限公司) | May 30, 2026 6 | eveenergystorage.com | EVE Energy Storage Company Limited (武漢億緯儲能有限公司) | December 18, 2026 7 | batterycradle.com | Company | April 11, 2026 8 | evebatterycloud.com | Company | July 4, 2026

Save as disclosed above, as of the Latest Practicable Date, there were no other intellectual property rights which are or may be material to our business.

– IV-19 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

FURTHER INFORMATION ABOUT OUR DIRECTORS, CHIEF EXECUTIVE AND SUBSTANTIAL SHAREHOLDERS

Interests of our Directors and chief executive in the Company and our associated corporations

Save as disclosed below, immediately following the completion of the [REDACTED] (assuming that the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds), so far as our Directors are aware, none of our Directors, and chief executive has any interests and short positions in our Shares, underlying Shares or debentures of our Company or any of our associated corporations (within the meaning of Part XV of the SFO) (i) which will have to be notified to us and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they are taken or deemed to have under such provisions of the SFO), or (ii) which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or (iii) which will be required to be notified to us and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules:

| Name | Nature of interest | Description of Shares | Number of Shares(1) | Approximate percentage of shareholding in the A Shares immediately after completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds)(2) (%) | Approximate percentage of shareholding in the total share capital immediately after completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds)(2) (%) | |---|---|---|---|---|---| | Directors | | | | | | | Dr. Liu | Beneficial owner | A Shares | 59,430,681 | 2.87% | [REDACTED]% | | Dr. Liu | Interest of spouse | A Shares | 64,649,082 | 3.12% | [REDACTED]% | | Dr. Liu | Interests through controlled corporation | A Shares | 650,287,987 | 31.35% | [REDACTED]% | | Mr. Liu Jianhua (劉建華)(3) | Beneficial owner | A Shares | 21,289,143 | 1.03% | [REDACTED]% | | Ms. Jiang Min (江敏)(4) | Beneficial owner | A Shares | 874,538 | 0.04% | [REDACTED]% | | Ms. Zhu Yuan (祝媛) | Beneficial owner | A Shares | 270 | 0.00001% | [REDACTED]% | | Dr. Ai Xinping (艾新平)(5) | Beneficial owner | A Shares | 409,914 | 0.02% | [REDACTED]% |

– IV-20 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Notes:

(1) All interests stated are long positions in the Shares.

(2) The calculation is based on the total number of 2,074,119,117 A Shares and [REDACTED] H Shares in issue immediately after completion of the [REDACTED], assuming that the [REDACTED] is not exercised and no further A Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds.

(3) Out of the 21,289,143 A Shares, Mr. Liu Jianhua (劉建華) has been granted outstanding Share Incentives for 1,074,750 A Shares under the Employee Incentive Plans.

(4) Out of the 874,538 A Shares, Ms. Jiang Min (江敏) has been granted outstanding Share Incentives for 559,600 A Shares under the Employee Incentive Plans.

(5) Out of the 409,914 A Shares, Dr. Ai Xinping (艾新平) has been granted outstanding Share Incentives for 237,150 A Shares under the Employee Incentive Plans.

Interests of the substantial shareholders in the Shares

Save as disclosed in "Substantial Shareholders", immediately following the completion of the [REDACTED] and without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED], our Directors are not aware of any other person (not being a Director or chief executive of our Company) who will have an interest or short position in our Shares or the underlying Shares which would fall to be disclosed to us and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the issued voting shares of our Company.

Interests of the substantial shareholders in other members of our Group

| Name of the subsidiary | Name of the shareholder | Percentage of interest in the subsidiary | |---|---|---| | Huizhou Risheng New Energy Co., Ltd. (惠州日盛新能源有限公司) | Shenzhen Kubo Energy Co., Ltd. (深圳庫博能源股份有限公司)(1) | 10% | | Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限公司) | Jin Kun Lun Lithium Industry Co., Ltd. (金昆侖鋰業有限公司)(2) | 20% | | Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司) | Jiangsu Linyang Energy Co., Ltd. (江蘇林洋能源股份有限公司)(3) | 35% |

– IV-21 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Notes:

(1) Shenzhen Kubo Energy Co., Ltd. (深圳庫博能源股份有限公司) is the minority shareholder of Huizhou Risheng New Energy Co., Ltd. (惠州日盛新能源有限公司), a subsidiary in the PRC held by our Company as to 90%. As of the date of this Document, the ultimate beneficial owner of Shenzhen Kubo Energy Co., Ltd. (深圳庫博能源股份有限公司) is Mr. Men Kun (門錕).

(2)

Pre-[REDACTED] Employee Share Incentive Plan

Jin Kun Lun Lithium Industry Co., Ltd. (金昆侖鋰業有限公司) is the minority shareholder of Jinhai Lithium Industry (Qinghai) Co., Ltd. (金海鋰業(青海)有限公司), a subsidiary in the PRC held by our Company as to 80%. As of the date of this Document, Jin Kun Lun Lithium Industry Co., Ltd. (金昆侖鋰業有限公司) is held as to 28.13% by our Company and 36.66% by Da Qaidam Dahua Chemical Co., Ltd. (大柴旦大華化工有限公司), a company held as to 5% by our Company and 59.73% by Mr. Zhao Penlong (趙朋龍).

(3)

Jiangsu Linyang Energy Co., Ltd. (江蘇林洋能源股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 601222), is the minority shareholder of Jiangsu EVE Linyang Energy Storage Technology Co., Ltd. (江蘇億緯林洋儲能技術有限公司), a subsidiary in the PRC held by our Company as to 65%. As of the date of this Document, the ultimate beneficial owner of Jiangsu Linyang Energy Co., Ltd. (江蘇林洋能源股份有限公司) is Mr. Lu Yonghua (陸永華).

Save as set out above and save as disclosed in the Document, our Directors are not aware of any persons (other than our Directors or chief executive) who will, immediately following the completion of the [REDACTED], directly or indirectly, be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of our Group.

Particulars of Directors' Service Contracts

Each of the Directors has entered into a service contract or a letter of appointment with our Company.

Save as disclosed above, we have not entered into, and do not propose to enter into any service contracts with any of our Directors in their respective capacities as Directors (excluding agreements expiring or determinable by any member of our Group within one year without payment of compensation other than statutory compensation).

Remuneration of Directors

Save as disclosed in "Directors and Senior Management" and Note 10 to the Accountants' Report set out in Appendix I to this Document for the three years ended December 31, 2025, none of our Directors received other remunerations or benefits in kind from us.

– IV-22 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Disclaimers

(a)

save as disclosed in the section headed "Substantial Shareholders" in this Document and this section, none of our Directors or our chief executive has any interest or short position in our Shares, underlying Shares or debentures of our Company or any of our associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to us and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or which will be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which will be required to be notified to us and the Stock Exchange pursuant to Model Code for Securities Transactions by Directors of Listed Issuers once the H Shares are [REDACTED] on the Stock Exchange;

(b)

save as disclosed in the section headed "Substantial Shareholders" in this Document, none of our Directors is aware of any person (not being a Director or chief executive of our Company) who will, immediately following the completion of the [REDACTED] (without taking into account any H Shares which may be allotted and issued pursuant to the exercise of the [REDACTED]), have an interest or short position in our Shares or underlying Shares which would fall to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO or who is interested, directly or indirectly, in 10% or more of the issued voting shares of any member of our Group;

(c)

save as disclosed in the section headed "Business — Supply Chain — Our Major Suppliers" in this Document, none of our Directors, their respective close associates (as defined under the Listing Rules) or Shareholders who own more than 5% of the number of issued shares of our Company have any interests in the five largest customers or the five largest suppliers of our Group for each year/period during the Track Record Period; and

(d)

none of our Directors or any of the parties listed in "Qualifications of Experts" of this Appendix is:

i.

interested in our promotion, or in any assets which have been, within two years immediately preceding the date of this Document, acquired or disposed of by or leased to us, or are proposed to be acquired or disposed of by or leased to any member of our Group; or

ii.

materially interested in any contract or arrangement subsisting at the date of this Document which is significant in relation to our business.

– IV-23 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

EMPLOYEE INCENTIVE PLANS

1.

Pre-[REDACTED] Employee Share Incentive Plan

Employee Incentive Plan 4

Summary

As of the date of this Document, our Company has granted outstanding RSUs under the Employee Incentive Plan 4 to 204 Grantees for an aggregate of 16,251,450 A Shares, representing approximately [REDACTED]% of the total number of Shares in issue immediately after completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds). Among the outstanding RSUs, 3 Directors (Mr. Liu Jianhua (劉建華), Ms. Jiang Min (江敏) and Dr. Ai Xinping (艾新平)), 3 connected persons, and 198 RSUs Grantees who are employees of our Company but not Directors, senior management members, or connected persons of the Company, were granted RSUs for 596,500 A Shares, 475,900 A Shares and 15,179,050 A Shares, respectively. Save as aforementioned, no RSUs were granted to any other Directors, senior management members or connected persons of our Company under the Employee Incentive Plan Phase 4. No RSUs under the Employee Incentive Plan Phase 4 will be further granted after [REDACTED], and all RSUs have been granted to specific individuals under the Employee Incentive Plan Phase 4.

The following is a summary of the principal terms of the Employee Incentive Plan Phase 4.

(a) Purpose

To motivate key employees at the Company by aligning their interests with the Company's long-term success, the plan aims to attract and retain talent, enhance their commitment to achieving Company goals, and drive sustainable growth by linking compensation to specific performance metrics and continued employment.

(b) Type of Awards

The Employee Incentive Plan Phase 4 provides for awards of RSUs.

(c) Scope of Participants

Directors, senior management and other key employees (including those at the subsidiary level but excluding the independent director, supervisors and shareholders holding more than 5% or more interests in the Company). The Remuneration and Evaluation Committee would nominate a list of names who fall within the scope of the incentive targets under the Employee Incentive Plan Phase 4, which would then be verified and approved by the supervisory committee of the Company.

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

(d) Administration

The Shareholders' meeting holds ultimate authority, approving the plan's implementation, amendments, and termination whilst the Board executes the plan, managing grant allocation and vesting processes, and can authorize a committee for specific tasks.

(e) Source of Shares

The source of the underlying Shares of the Employee Incentive Plan 4 shall be A Shares of the Company issued by the Company to the incentive recipients.

(f) Maximum Number of Shares

The number of A Shares under the Employee Incentive Plan Phase 4 shall not exceed 35,000,000 Shares, accounting for 1.71% of the total share capital of the Company on the date of publication of the plan. Of this total, 30,000,000 Shares were designated for the initial grant and 5,000,000 shares were held in reserve for future grants as of the date of publication. The total number of A Shares involved with all incentive plans of the Company shall not exceed 20% of the total outstanding share capital of our Company. The maximum number of Shares granted to any participant under the Employee Incentive Plan Phase 4 shall not exceed 1% of the total outstanding share capital of our Company.

(g) Term

The Employee Incentive Plan Phase 4 has a term of 60 months, beginning from the grant date until all RSUs are vested or invalidated, as determined by the Shareholders' meeting. The 5,000,000 reserved shares will be allocated within 12 months of shareholder approval. The plan will end if not extended after this term. Early termination is possible once all shares are sold/transferred and monetary assets settled.

(h) Vesting Period

The RSUs vest over four periods, with 25% vesting at the end of each year following the grant date, contingent upon meeting both Company performance targets (revenue) and individual performance evaluations. For the initial grant of shares, these vesting requirements apply immediately.

(i) Purchase Price

The initial purchase price of the RSUs granted under the Employee Incentive Plan Phase 4 is RMB41.07 per A Share or RMB41.23 per A Share. The purchase price will be adjusted upon the occurrence of certain events, including among others, increase in the share capital by way of capitalization of capital reserves, issue of bonus shares, subdivision of shares, issue of new shares or payment of dividends.

– IV-25 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV STATUTORY AND GENERAL INFORMATION

2.

The number of A Shares under the Employee Incentive Plan Phase 5 shall not exceed 9,350,000 Shares, accounting for 0.46% of the total share capital of the Company on the date of publication of the plan. The total number of A Shares involved with all incentive plans of the Company shall not exceed 20% of the total outstanding share capital of our Company. The maximum number of Shares granted to any participant under the Employee Incentive Plan Phase 5 shall not exceed 1% of the total outstanding share capital of our Company. (g)

Term

The Employee Incentive Plan Phase 5 has a term of 48 months, beginning from the grant date until all Options are exercised or invalidated, as determined by the Shareholders' meeting. (h)

Vesting Period

The Options vest over two periods, with 50% vesting at the end of each year following the grant date, contingent upon meeting both Company performance targets (shipment volume) and individual performance evaluations. For the initial grant of shares, these vesting requirements apply immediately. (i)

Exercise Price

The exercise price of the Options granted under the Employee Incentive Plan Phase 5 is RMB22.76 per A Share. For details of adjustment, see "— Employee Incentive Plan Phase 4 — Purchase Price" in this section.

– IV-28 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

The total number of options of the Employee Incentive Plan Phase 5 is 7,250,000, representing 7,250,000 A Shares accounting for 0.35% of the total A Shares in issue on the date of publication of this plan. The total number of A Shares involved with all incentive plans of the Company shall not exceed 20% of the total outstanding share capital of our Company. The maximum number of Shares granted to any participant under the Employee Incentive Plan Phase 5 shall not exceed 1% of the total outstanding share capital of our Company.

– IV-28 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV (g)

STATUTORY AND GENERAL INFORMATION

Date of Grant

Following the Shareholders' meeting for approving the Employee Incentive Plan Phase 5, the Board will convene to grant options to incentive recipients, completing registration, announcement, and procedures within 60 days from fulfilling any conditions precedent. Any options must be authorized by the Board within 12 months of the Shareholders' meeting, with the authorization date being a trading day.

(h)

Exercise Period

The exercise period for the options is divided into two tranches, beginning from the grant date:

(i) First Exercise Period: From 18 months after the grant date until the last trading day within 30 months of the grant date, allowing for 50% of the options to exercise.

(ii) Second Exercise Period: From 30 months after the grant date until the last trading day within 42 months of the grant date, allowing for the remaining 50% of the options to exercise.

After the exercise period, the options granted under the Employee Incentive Plan Phase 5 are exercisable on a trading day, other than: (i) within thirty days before the publication of the Company's annual report or interim report, or if the publication is postponed, within thirty days before the original scheduled publication date; (ii) within ten days prior to the publication of the Company's quarterly report, earnings forecast and preliminary results; (iii) within the period from the date of occurrence of a significant event that may have a significant impact on the trading price of the Company's A Shares and its derivatives or the date of entering the decision-making process to the date of disclosure in accordance with the law; and (iv) other periods stipulated by CSRC and Shenzhen Stock Exchange.

(i)

Exercise Price

The initial exercise price of the options granted under the Employee Incentive Plan Phase 5 is RMB70 per A Share. For details of adjustment, see "— Employee Incentive Plan Phase 4 — Purchase Price" in this section.

We have applied to the Stock Exchange and the SFC, respectively, for, (i) a waiver from strict compliance with the disclosure requirements under Rule 17.02(1)(b) of the Listing Rules and paragraph 27 of Appendix D1A to the Listing Rules; and (ii) an exemption under section 342 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from strict compliance with the disclosure requirements of paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance. For more details, see "Waivers and Exemptions — Waiver and Exemption in relation to the Employee Incentive Plans".

– IV-29 –

– IV-30 –

Details of the outstanding Share Incentives granted as of the Latest Practicable Date are set out below:

Outstanding Share Incentives Granted

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| Name | Position | Address | Date of Grant | Number of Outstanding Share Incentives | Purchase price/exercise price per A Share (RMB) | Name of the Share Incentives Plan | Approximate Percentage in the Issued Shares Immediately after the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) | |---|---|---|---|---|---|---|---| | Mr. Liu Jianhua (劉建華) | Executive Director and president | Room 2401, Building T2, Longhu Bay, No. 88 Huisha Di 2nd Road, Henan Bank, Huicheng District, Huizhou, Guangdong, PRC | March 14, 2023 | 483,000 | 41.23 | Employee Incentive Plan Phase 4 | [REDACTED]% | | | | | December 25, 2023 | 300,000 | 70 | Employee Incentive Plan Phase 5 | | | | | | October 24, 2024 | 291,750 | 22.02 | Employee Incentive Plan Phase 6 | |

– IV-31 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| Name | Position | Address | Date of Grant | Number of Outstanding Share Incentives | Purchase price/exercise price per A Share (RMB) | Name of the Share Incentives Plan | Approximate Percentage in the Issued Shares Immediately after the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) | |---|---|---|---|---|---|---|---| | Ms. Jiang Min (江敏) | Executive Director, vice president, Board secretary, and financial controller | Room No. 4, 2nd Floor, Unit 2, Building 6, Yonghe Yuan, No. 1 Fu An Road, Huicheng District, Huizhou, Guangdong, PRC | March 14, 2023 | 277,000 | 41.23 | Employee Incentive Plan Phase 4 | [REDACTED]% | | | | | December 25, 2023 | 175,100 | 70 | Employee Incentive Plan Phase 5 | | | | | | October 24, 2024 | 129,650 | 22.02 | Employee Incentive Plan Phase 6 | | | Dr. Ai Xinping (艾新平) | Non-executive Director | A-2-904, Yinhai Yayuan, Guangba Road, Hongshan District, Wuhan, Hubei, PRC | March 14, 2023 | 107,500 | 41.23 | Employee Incentive Plan Phase 4 | [REDACTED]% | | | | | December 25, 2023 | 107,500 | 70 | Employee Incentive Plan Phase 5 | |

– IV-32 –

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| Name | Address | Position | Date of Grant | Name of the Share Incentives Plan | Purchase price/exercise price per A Share (RMB) | Number of Outstanding Share Incentives | Approximate Percentage in the Issued Shares Immediately after the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) | |---|---|---|---|---|---|---|---| | Mr. Yuan Huagang (袁華剛) | Phase 2, Lujiazui Garden, Yushan Road, Yangjing Subdistrict, Pudong New Area, Shanghai, PRC | Director of subsidiary | March 14, 2023 | Employee Incentive Plan Phase 4 | 41.23 | 232,500 | [REDACTED]% | | | | Director of subsidiary | December 25, 2023 | Employee Incentive Plan Phase 5 | 70 | 70,000 | | | | | | October 24, 2024 | Employee Incentive Plan Phase 6 | 22.02 | 158,200 | | | | | | October 24, 2024 | Employee Incentive Plan Phase 6 | 22.02 | 120,500 | |

– IV-33 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Other Connected Persons

| Name | Address | Position | Date of Grant | Name of the Share Incentives Plan | Purchase price/exercise price per A Share (RMB) | Number of Outstanding Share Incentives | Approximate Percentage in the Issued Shares Immediately after the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) | |---|---|---|---|---|---|---|---| | Mr. Deng Haokun (鄧昊昆) | No. 88, Xikeng Riguang Village, Huihuan Xikeng Villagers' Committee, Zhongkai District, Huizhou, Guangdong, PRC | General manager of subsidiaries | March 14, 2023 | Employee Incentive Plan Phase 4 | 41.23 | 484,000 | [REDACTED]% | | | | | October 24, 2024 | Employee Incentive Plan Phase 6 | 22.02 | 162,100 | | | Mr. Lv Zhengzhong (呂正中) | Xingfu Jiayuan, No. 41 Maidi Road, Huicheng District, Huizhou, Guangdong, PRC | General manager of subsidiary | March 14, 2023 | Employee Incentive Plan Phase 4 | 41.23 | 256,400 | [REDACTED]% | | | | | December 25, 2023 | Employee Incentive Plan Phase 5 | 70 | 70,000 | | | | | | October 24, 2024 | Employee Incentive Plan Phase 6 | 22.02 | 155,600 | |

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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

| Name | Address | Position | Date of Grant | Name of the Share Incentives Plan | Purchase price/exercise price per A Share (RMB) | Number of Outstanding Share Incentives | Approximate Percentage in the Issued Shares Immediately after the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) | |---|---|---|---|---|---|---|---| | Mr. Deng Yuanhong (鄧元雄) | Shanshui Shijia, Daling Road, Huicheng District, Huizhou, Guangdong, PRC | — | October 24, 2024 | Employee Incentive Plan Phase 6 | 22.02 | 10,000 | [REDACTED]% | | Mr. Ai Fangxing (艾方興)(1) | Area B, Shihua Jiayuan, Duodao District, Jingmen, Hubei, PRC | Employee | October 24, 2024 | Employee Incentive Plan Phase 6 | 22.02 | 10,000 | [REDACTED]% |

Notes:

(1) Mr. Ai Fangxing is the son of Dr. Ai Xinping, our non-executive Director.

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Other grantees(1)

| Name of the Employee Incentive Plan | Date of Grant | Purchase price/exercise price per A Share (RMB) | Number of Outstanding Share Incentives | Approximate Percentage in the Issued Shares Immediately after the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) | |---|---|---|---|---| | 600 grantees | March 14, 2023; September 25, 2023 | 41.23 | 15,179,050 | [REDACTED]% | | | | 41.07 | | | | Employee Incentive Plan Phase 4 | | | | | | Employee Incentive Plan Phase 5 | December 25, 2023 | 70 | 2,683,500 | [REDACTED]% | | Employee Incentive Plan Phase 6 | October 24, 2024 | 22.02 | 32,711,525 | [REDACTED]% |

Notes:

(1) None of these grantees is a Director, senior management, consultant or connected persons of the Company.

(2) The Company may issue further shares for the purpose of satisfying the outstanding Share Incentives upon their vesting/exercise, within six months from the [REDACTED] pursuant to Rule 10.08(4) of the Listing Rules.

(3) For details of vesting schedule under each of the Employee Incentive Plans, please refer to "Employee Incentive Plans" in this section.

Assuming full vesting/exercise of all outstanding Share Incentives, the shareholding of our Shareholders immediately following completion of the [REDACTED] (assuming the [REDACTED] is not exercised and no new Shares are issued under the Employee Incentive Plans, and excluding any A Shares issuable upon conversion of the outstanding 2025 Convertible Bonds) will be diluted by approximately [REDACTED]%. The earnings per Share of the Group for the nine months ended September 30, 2025 would be diluted by approximately [10.7]%.

– IV-35 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

OTHER INFORMATION

Estate Duty

Our Directors have been advised that no material liability for estate duty is likely to fall on our Company or any of our subsidiaries under the laws of the PRC.

Litigation

As of the Latest Practicable Date, we were not engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to our Directors to be pending or threatened by or against any member of our Group, that would have a material and adverse effect on our Group's results of operations or financial conditions, taken as a whole.

Compliance Advisor

Our Company has appointed Rainbow Capital (HK) Limited as the Compliance Advisor in compliance with Rule 3A.19 of the Hong Kong Listing Rules.

Preliminary Expenses

As of the Latest Practicable Date, our Company has not incurred any material preliminary expenses.

Promoters

The promoters of the Company are all of the 40 then shareholders of our Company as of October 13, 2007, immediately before our conversion into a joint stock limited liability company. For details of the promoters, see the section headed "History, Development and Corporate Structure — Conversion into a joint stock company in October 2007" in this Document. Within the two years immediately preceding the date of this Document, no cash, securities or other benefit has been paid, allotted or given or is proposed to be paid, allotted or given to the promoters in connection with the [REDACTED] and the related transactions described in this Document.

Taxation of Holders of H Shares

The sale, purchase and transfer of H Shares registered with our Hong Kong branch register of members will be subject to Hong Kong stamp duty. The current rate charged on each of the purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of the H Shares being sold or transferred.

– IV-36 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

No Material Adverse Change

Our Directors confirm that there has been no material adverse change in the financial or trading position or prospects of the Group since September 30, 2025 (being the date to which the latest consolidated financial statements of our Group were prepared).

Restriction on Share Repurchases

For details of the restrictions on share repurchases by our Company, please refer to "Appendix III — Summary of Articles of Association" to this Document.

Related Party Transactions

Our Group entered into the related party transactions within the two years immediately preceding the date of this Document as mentioned in "Appendix I — Accountants' Report — Note 38 Related Party Transactions".

Qualifications of Experts

The qualifications of the experts (as defined under the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance) who have given their opinion and/or advice in this Document are as follows:

| Name | Qualification | |---|---| | CITIC Securities (Hong Kong) Limited | A licensed corporation under the SFO to engage in type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activities | | DeHeng Law Offices | Legal adviser to our Company as to PRC law | | RSM Hong Kong | Certified Public Accountants; Registered Public Interest Entity Auditor | | Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. | Independent industry consultant |

As of the Latest Practicable Date, none of the experts named above had any shareholding interest in our Company or any of our subsidiaries or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of our Group.

– IV-37 –

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED "WARNING" ON THE COVER OF THIS DOCUMENT.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Consents of Experts

Each of the experts as referred to in "Qualifications of Experts" of this Appendix has given and has not withdrawn their respective written consents to the issue of this Document with the inclusion of their reports and/or letters (as the case may be) and the references to their names included in the form and context in which they are respectively included.

Sole Sponsor's Independence

The Sole Sponsor satisfies the independence criteria applicable to the sponsor set out in Rule 3A.07 of the Listing Rules.

Pursuant to the engagement letter entered into between the Company and the Sole Sponsor, the Sole Sponsor's fees payable by us to the Sole Sponsor in respect of its services as sponsor in connection with the [REDACTED] on the Stock Exchange is US$500,000.

Binding Effect

This Document shall have the effect, if an [REDACTED] is made in pursuance of it, of rendering all persons concerned bound by all of the provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable.

Bilingual Document

The English and Chinese language versions of this Document are being published separately, in reliance upon the exemption provided under section 4 of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong Kong).

Miscellaneous

Save as disclosed in this Document:

(a) within the two years preceding the date of this Document: (i) we have not issued nor agreed to issue any share or loan capital fully or partly paid either for cash or for a consideration other than cash; and (ii) no commissions, discounts, brokerage fee or other special terms have been granted in connection with the issue or sale of any shares of our Company;

(b)

no share or loan capital of our Company is under option or is agreed conditionally or unconditionally to be put under option;

(c)

we have not issued nor agreed to issue any founder shares, management shares or deferred shares; – IV-38 –

本文件为草拟本，内容尚未完整，仍可能作出修改，有关资料须与本文件封面所载"警告"一节合并阅读。

附录四

法定及一般资料

(d)

概无任何日后股息须予放弃或同意放弃的安排；

(e)

概无行使任何优先购买权或转让认购权的程序；

(f)

概无本公司以租赁或租购方式租用或租出期逾一年且与本公司业务有重大关系的机器设备合同；

(g)

在过去12个月内，本公司业务并无任何可能对或已对本公司财务状况造成重大影响的中断情况；

(h)

概无任何限制本公司将利润或资本由香港以外地区汇回香港的规定；

(i)

除于深圳证券交易所创业板上市的A股，以及因[已编辑]而发行的H股外，本公司的股本及债务证券（如有）概无于任何其他证券交易所[已编辑]或[已编辑]，亦无正在寻求或拟寻求任何[已编辑]或[已编辑]的许可；

(j)

本公司并无任何未到期的可换股债务证券或债券；

(k)

本公司为股份有限公司，并受中国公司法的规管；及

(l)

本公司已就董事进行证券交易采纳一套行为守则，其条款符合香港上市规则附录C3所载《上市发行人董事进行证券交易的标准守则》的规定。

– IV-39 –

本文件为草拟本，内容尚未完整，仍可能作出修改，有关资料须与本文件封面所载"警告"一节合并阅读。

附录五

交付香港公司注册处备案及可供查阅的文件

交付香港公司注册处备案的文件 随本文件副本一并交付香港公司注册处备案的文件如下：

(a)

本文件附录四"法定及一般资料——有关本公司业务的进一步资料——重大合同摘要"所述各重大合同的副本；及

(b)

本文件附录四"法定及一般资料——其他资料——专家同意书"所述的书面同意书。

可供查阅的文件 以下文件的副本将于本文件日期起计14天内在联交所网站www.hkexnews.hk及本公司网站www.evebattery.com上刊载：

(a)

公司章程；

(b)

香港致同会计师事务所出具的会计师报告，其全文载于本文件附录一；

(c)

本集团截至2022年、2023年及2024年12月31日止年度及截至2025年9月30日止九个月的经审计综合财务报表；

(d)

香港致同会计师事务所就本集团未经审计[已编辑]财务资料出具的报告，其全文载于本文件附录二；

(e)

[已编辑]；

(f)

本文件"附录四——法定及一般资料——有关本公司业务的进一步资料——重大合同摘要"所述的重大合同；

(g)

本文件"附录四——法定及一般资料——其他资料——专家同意书"所述的书面同意书；

(h)

本文件"附录四——法定及一般资料——有关本公司董事、行政总裁及主要股东的进一步资料——董事服务合同详情"所述的服务合同及委任函；

– V-1 –

本文件为草拟本，内容尚未完整，仍可能作出修改，有关资料须与本文件封面所载"警告"一节合并阅读。

附录五

交付香港公司注册处备案及可供查阅的文件

(i)

本公司中国法律顾问德恒律师事务所就本集团在中国法律下的一般公司事务及物业权益等事宜出具的法律意见书；

(j)

弗若斯特沙利文（北京）咨询有限公司上海分公司出具的行业报告，该报告在本文件"行业概览"一节中有所提述；

(k)

以下中国法律的副本，连同非官方英文译本：

(i)

《中华人民共和国公司法》；

(ii) 《中华人民共和国证券法》；及

(iii) 《境外上市试行办法》。

(l)

员工激励计划的条款。

可供查阅的文件 员工激励计划全体授予人的完整名单副本将于正常办公时间内在本公司香港法律顾问位于香港中环遮打道3A号香港会所大厦10楼的办公室供公众查阅，查阅期限至本文件日期起计14天届满之日（含该日）止。

– V-2 –