The Stock Exchange of Hong Kong Limited (HKEX) Main Board (Weighted Voting Rights / WVR Structure) · Filed 2024-10-16 · Full English Translation
Horizon Robotics is a China-based developer of intelligent driving technology, providing automotive-grade ADAS and autonomous driving solutions — including custom AI chips (Journey series ASICs), software platforms, and integrated systems — to OEMs and tier-one automotive suppliers.
Revenue has grown strongly: $64M in 2021, $125M in 2022, and $214M in 2023, with H1 2024 revenue of $129M, more than doubling H1 2023's $51M. Gross margins have been consistently high at roughly 70%, expanding to 79% in H1 2024. However, the company remains deeply unprofitable, with a 2023 operating loss of $280M and a net loss of $930M, and carries negative equity of approximately $411M as of mid-2024.
Horizon Robotics is raising up to approximately $692M (at HK$3.99 per share) through a global offering on the Hong Kong Stock Exchange (stock code: 9660) under a weighted voting rights structure. Key shareholders include co-founder Dr. Yu (12.4%), SAIC (8.8%), 5Y Capital (5.6%), Hillhouse (3.2%), and strategic investor CARIAD (Volkswagen's software unit, 2.3%). Proceeds will fund R&D investment, business expansion, and general working capital.
The three biggest risks are: heavy customer concentration (top customer CARIZON accounted for 40% of 2023 revenue); persistent and large losses with no clear path to profitability; and uncertainty over the pace of ADAS/autonomous driving market adoption in China, which underpins the entire growth thesis.
| Period | Revenue | Net Profit | Gross Margin |
|---|---|---|---|
| 2021 | $64M | $-285M | 70.92% |
| 2022 | $125M | $-1.2B | 69.31% |
| 2023 | $214M | $-930M | 70.53% |
| H1_2023 | $51M | $-703M | 60.99% |
| H1_2024 | $129M | $-703M | 79.04% |
| Date | Total Assets | Total Liabilities | Equity |
|---|---|---|---|
| 2021-12-31 | $1.5B | $2.6B | $-1.2B |
| 2022-12-31 | $1.4B | $3.8B | $-2.4B |
| 2023-12-31 | $2.2B | $5.6B | $-3.4B |
| 2024-06-30 | $2.1B | $6.2B | $-4.1B |
| Project | Amount (USD) | Focus |
|---|---|---|
| General corporate purposes and working capital for expansion and growth strategies | N/A | The prospectus references use of net proceeds from the Global Offering to support working capital and operations, including research and development investment, business expansion, and maintaining sufficient liquidity for expansion and growth strategies. Specific project-level allocation details were not included in the provided excerpts. |
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Joint Sponsors, Joint Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
**IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should seek independent professional advice.**
# Horizon Robotics # 地平線* (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
| Item | Details | |------|---------| | Number of Offer Shares under the Global Offering | 1,355,106,600 Offer Shares (subject to the Over-allotment Option) | | Number of Hong Kong Offer Shares | 135,511,200 Offer Shares (subject to reallocation) | | Number of International Offer Shares | 1,219,595,400 Offer Shares (subject to reallocation and the Over-allotment Option) | | Maximum Offer Price | HK$3.99 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015% (payable in full on application in Hong Kong dollars and subject to refund) | | Nominal value | US$0.0000025 per Offer Share | | Stock code | 9660 |
Joint Sponsors, Joint Sponsor-Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in the section headed "Appendix V — Documents Delivered to the Registrar of Companies and Available on Display", has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this Prospectus or any other document referred to above.
The final Offer Price is expected to be fixed by agreement between the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or around Tuesday, October 22, 2024. The Offer Price will be not more than HK$3.99 per Offer Share and is currently expected to be not less than HK$3.73 per Offer Share unless otherwise announced. If, for any reason, the final Offer Price is not agreed by 12:00 noon on Tuesday, October 22, 2024 between the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company, the Global Offering will not proceed and will lapse.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be offered, sold, pledged, or transferred within the United States, except that Offer Shares may be offered, sold or delivered to QIBs in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or another exemption from the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside of the United States in offshore transactions in accordance with Regulation S.
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject to application channels), the Offer Price of HK$3.99 for each Hong Kong Offer Share together with a brokerage fee of 1%, a SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this Prospectus, including the risk factors set out in the section headed "Risk Factors".
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See "Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination".
Our Company will be controlled through weighted voting rights upon Listing. Prospective investors should be aware of the potential risks of investing in a company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence over the outcome of our Shareholders' resolutions, irrespective of how other Shareholders vote. For further information about the risks associated with the WVR structure, see "Risk Factors — Risks Related to the WVR Structure". Prospective investors should make the decision to invest in our Company only after due and careful consideration.
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the public in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at https://www.horizon.auto. If you require a printed copy of this prospectus, you may download and print from the website addresses above.
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the public in relation to the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk, under "HKEXnews > New Listings > New Listing Information," and our website at https://www.horizon.auto. If you require a printed copy of this prospectus, you may download and print from the website addresses above.
| Application Channel | Platform | Target Investors | Application Time | |---|---|---|---| | HK eIPO White Form service | www.hkeipo.hk | Investors who would like to receive a physical Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. | From 9:00 a.m. on Wednesday, October 16, 2024 to 11:30 a.m. on Monday, October 21, 2024, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Monday, October 21, 2024, Hong Kong time. |
All dates and times in this section refer to Hong Kong local time. Details of the structure of the Global Offering, including conditions of the Global Offering, are set out in the section headed "Structure of the Global Offering" in this prospectus.
You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last application day. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m. but have not completed the payment, you will be permitted to continue the payment process online until 12:00 noon on the same day, but no new applications will be accepted after 11:30 a.m.
The application lists will not open if there is a tropical cyclone warning signal number 8 or above, a "black" rainstorm warning or extreme conditions caused by a super typhoon in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on that day. Further information is set out in the section headed "How to Apply for Hong Kong Offer Shares" in this prospectus.
The latest time for giving electronic application instructions to HKSCC is 12:00 noon on Monday, October 21, 2024, subject to note (3) above. Applicants who apply through the HKSCC EIPO channel are required to submit their applications in accordance with the requirements of HKSCC's FINI system.
The Price Determination Date is expected to be on or around Tuesday, October 22, 2024, and in any event no later than Tuesday, October 29, 2024. If, for any reason, the Offer Price is not agreed by Tuesday, October 29, 2024, the Global Offering will not proceed and will lapse.
Announcement of (a) the Offer Price; (b) the level of indication of interest in the International Offering; (c) the level of applications in the Hong Kong Public Offering; and (d) the basis of allotment of the Hong Kong Offer Shares, to be published on the websites of the Company at https://www.horizon.auto and the Hong Kong Stock Exchange at www.hkexnews.hk on . . . Wednesday, October 30, 2024
Results of allocations in the Hong Kong Public Offering (with successful applicants' identification document numbers, where applicable, or business registration numbers or Hong Kong identity card numbers) to be available through a variety of channels as described in the section headed "How to Apply for Hong Kong Offer Shares – E. Publication of Results" in this prospectus from . . . . . . . . . . . . . . . Wednesday, October 30, 2024
Dispatch/Collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering (if applicable) or deposit of Share certificates into CCASS (where applicable) on or before . . . . . . . . . . . . . . . . . . . . . . . Wednesday, October 30, 2024
Refund of application monies (if any) in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering (if applicable) on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, October 30, 2024
Dealings in the Shares on the Stock Exchange expected to commence at 9:00 a.m. on . . . . . . . . . . . . Thursday, October 31, 2024
HKSCC EIPO Channel | Investors who would not like to receive a physical Share certificate. | Your broker or custodian who is a HKSCC Participant will submit an EIPO application on your behalf through HKSCC's FINI system in accordance with your instruction. | Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant's stock account. | Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this prospectus are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this prospectus is available online at the website addresses above.
Please refer to the section headed "How to Apply for Hong Kong Offer Shares" in this prospectus for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically.
Your application through the HK eIPO White Form service or the HKSCC EIPO channel must be for a minimum of 600 Hong Kong Offer Shares and in one of the numbers set out in the table below. If you are applying through the HK eIPO White Form service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective maximum amount payable on application in full upon application for Hong Kong Offer Shares. If you are applying through the HKSCC EIPO channel, you are required to prefund your application based on the amount specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong.
| No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/ successful allotment (HK$) | No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/ successful allotment (HK$) | No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/ successful allotment (HK$) | No. of Hong Kong Offer Shares applied for | Maximum Amount payable(2) on application/ successful allotment (HK$) | |---|---|---|---|---|---|---|---| | 600 | 2,418.14 | 18,000 | 72,544.31 | 300,000 | 1,209,071.75 | 9,000,000 | 36,272,152.36 | | 1,200 | 4,836.29 | 21,000 | 84,635.02 | 450,000 | 1,813,607.62 | 10,500,000 | 42,317,511.08 | | 1,800 | 7,254.43 | 24,000 | 96,725.74 | 600,000 | 2,418,143.49 | 12,000,000 | 48,362,869.80 | | 2,400 | 9,672.57 | 27,000 | 108,816.46 | 750,000 | 3,022,679.37 | 13,500,000 | 54,408,228.53 | | 3,000 | 12,090.72 | 30,000 | 120,907.17 | 900,000 | 3,627,215.24 | 15,000,000 | 60,453,587.26 | | 3,600 | 14,508.86 | 45,000 | 181,360.76 | 1,050,000 | 4,231,751.11 | 30,000,000 | 120,907,174.50 | | 4,200 | 16,927.01 | 60,000 | 241,814.35 | 1,200,000 | 4,836,286.98 | 45,000,000 | 181,360,761.76 | | 4,800 | 19,345.15 | 75,000 | 302,267.94 | 1,350,000 | 5,440,822.86 | 60,000,000 | 241,814,349.00 | | 5,400 | 21,763.29 | 90,000 | 362,721.53 | 1,500,000 | 6,045,358.73 | 67,755,600(1) | 273,071,271.75 | | 6,000 | 24,181.44 | 105,000 | 423,175.11 | 3,000,000 | 12,090,717.46 | | | | 9,000 | 36,272.15 | 120,000 | 483,628.70 | 4,500,000 | 18,136,076.18 | | | | 12,000 | 48,362.87 | 135,000 | 544,082.28 | 6,000,000 | 24,181,434.90 | | | | 15,000 | 60,453.59 | 150,000 | 604,535.88 | 7,500,000 | 30,226,793.63 | | |
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO White Form Service Provider) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
No application for any other number of Hong Kong Offer Shares will be considered and any such application is liable to be rejected.
If there is any change in the following expected timetable, we will issue an announcement to be published on the websites of the Company at https://www.horizon.auto and the Hong Kong Stock Exchange at www.hkexnews.hk.
| Date(1) | | |---|---| | Hong Kong Public Offering commences | 9:00 a.m. on Wednesday, October 16, 2024 | | Latest time for completing electronic applications under the HK eIPO White Form service through the designated website www.hkeipo.hk(2) | 11:30 a.m. on Monday, October 21, 2024 | | Application lists open(3) | 11:45 a.m. on Monday, October 21, 2024 | | Latest time for (a) completing payment for HK eIPO White Form applications by effecting internet banking transfer(s) or PPS payment transfer(s) and (b) giving electronic application instructions to HKSCC(4) | 12:00 noon on Monday, October 21, 2024 |
If you are instructing your broker or custodian who is a HKSCC Participant to submit an EIPO application on your behalf through HKSCC's FINI system to apply for the Hong Kong Offer Shares, you are advised to contact your broker or custodian for the latest time for giving such instructions which may be different from the latest time as stated above.
| | | |---|---| | Application lists close(3) | 12:00 noon on Monday, October 21, 2024 | | Expected Price Determination Date(5) | Tuesday, October 22, 2024 |
(1) All dates and times in this section refer to Hong Kong local time. Details of the structure of the Global Offering, including conditions of the Global Offering, are set out in the section headed "Structure of the Global Offering" in this prospectus.
(2) You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last application day. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m. but have not completed the payment, you will be permitted to continue the payment process online until 12:00 noon on the same day, but no new applications will be accepted after 11:30 a.m.
(3) The application lists will not open if there is a tropical cyclone warning signal number 8 or above, a "black" rainstorm warning or extreme conditions caused by a super typhoon in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on that day. Further information is set out in the section headed "How to Apply for Hong Kong Offer Shares" in this prospectus.
(4) The latest time for giving electronic application instructions to HKSCC is 12:00 noon on Monday, October 21, 2024, subject to note (3) above. Applicants who apply through the HKSCC EIPO channel are required to submit their applications in accordance with the requirements of HKSCC's FINI system.
(5) The Price Determination Date is expected to be on or around Tuesday, October 22, 2024, and in any event no later than Tuesday, October 29, 2024. If, for any reason, the Offer Price is not agreed by Tuesday, October 29, 2024, the Global Offering will not proceed and will lapse.
| | | |---|---| | Announcement of (a) the Offer Price; (b) the level of indication of interest in the International Offering; (c) the level of applications in the Hong Kong Public Offering; and (d) the basis of allotment of the Hong Kong Offer Shares, to be published on the websites of the Company at https://www.horizon.auto and the Hong Kong Stock Exchange at www.hkexnews.hk on | Wednesday, October 30, 2024 | | Results of allocations in the Hong Kong Public Offering (with successful applicants' identification document numbers, where applicable, or business registration numbers or Hong Kong identity card numbers) to be available through a variety of channels as described in the section headed "How to Apply for Hong Kong Offer Shares – E. Publication of Results" in this prospectus from | Wednesday, October 30, 2024 | | Dispatch/Collection of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering (if applicable) or deposit of Share certificates into CCASS (where applicable) on or before | Wednesday, October 30, 2024 | | Refund of application monies (if any) in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering (if applicable) on or before | Wednesday, October 30, 2024 | | Dealings in the Shares on the Stock Exchange expected to commence at 9:00 a.m. on | Thursday, October 31, 2024 |
Announcement of the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares on our website at https://www.horizon.auto (6) and the website of the Hong Kong Stock Exchange at www.hkexnews.hk on or before . . . . . . . . . . . . 11:00 p.m. on Wednesday, October 23, 2024
于我们的网站及香港联合交易所网站 https://www.horizon.auto (6) 及 www.hkexnews.hk 分别刊载的公告中 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024年10月23日（星期三）
于指定配发结果网站 www.hkeipo.hk/IPOResult（或 www.tricor.com.hk/ipo/result）的「配发结果」页面， 提供「以身份证明文件号码查询」功能， 每天24小时开放，由 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024年10月23日（星期三） 晚上11时至 2024年10月29日（星期二） 午夜12时
致电配发结果查询热线 +852 3691 8488，每天上午9时至下午6时， 由 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024年10月24日（星期四） 至2024年10月29日（星期二） （香港星期六、星期日及公众假期除外）
The results of allocations in the Hong Kong Public Offering (with successful applicants' identification document numbers, where appropriate) to be available through a variety of channels, including:
• in the announcement to be posted on our website and the website of the Hong Kong Stock Exchange at https://www.horizon.auto (6) and www.hkexnews.hk, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, October 23, 2024
• from the "Allotment Results" page in the designated results of allocations website at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result) with a "search by ID" function on a 24-hour basis from . . . . . . . . . . . . 11:00 p.m. on Wednesday, October 23, 2024 to 12:00 midnight on Tuesday, October 29, 2024
• From the allocation results telephone enquiry line by calling +852 3691 8488 between 9:00 a.m. and 6:00 p.m. from . . . . . . . . . . . Thursday, October 24, 2024 to Tuesday, October 29, 2024 (excluding Saturday, Sunday and public holiday in Hong Kong)
Share certificates in respect of wholly or partially successful applications to be dispatched or deposited into CCASS on or before (7)(9) . . . . . . . . . . . . . . . Wednesday, October 23, 2024
HK eIPO White Form e-Auto Refund payment instructions/refund checks in respect of wholly or partially successful applications (if applicable) or wholly or partially unsuccessful applications to be dispatched on or before (8)(9) . . . . . . . . . . . . . . . . . . . . . . . . Thursday, October 24, 2024
Dealings in the Class B Ordinary Shares on the Hong Kong Stock Exchange expected to commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . at 9:00 a.m. on Thursday, October 24, 2024
Notes: (1) All times refer to Hong Kong local time, except as otherwise stated.
(2) You will not be permitted to submit your application through the designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website at or before 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a "black" rainstorm warning and/or Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, October 21, 2024, the application lists will not open or close on that day. See "How to Apply for Hong Kong Offer Shares — E. Bad Weather Arrangements" in this prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing your broker or custodian to submit an EIPO application on your behalf through HKSCC's FINI system in accordance with your instruction should refer to the section headed "How to Apply for Hong Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels" in this prospectus.
(5) The Price Determination Date is expected to be on or around Tuesday, October 22, 2024. If, for any reason, we do not agree with the Overall Coordinators (on behalf of the Underwriters) on the pricing of the Offer Shares by 12:00 noon on Tuesday, October 22, 2024, the Global Offering will not proceed and will lapse.
(6) None of the websites set out in this section or any of the information contained on the websites forms part of this prospectus.
(7) Share certificates will only become valid at 8:00 a.m. on the Listing Date provided that the Global Offering has become unconditional and the right of termination described in the section headed "Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination" in this prospectus has not been exercised. Investors who trade Shares on the basis of publicly available allocation details or prior to the receipt of Share certificates or the Share certificates becoming valid do so entirely at their own risk.
(8) e-Auto Refund payment instructions/refund checks will be issued in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially successful applications in the event that the final Public Offer Price is less than the price payable per Offer Share on application. Part of the applicant's identification document number, or, if the application is made by joint applicants, part of the identification document number of the first-named applicant, provided by the applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party for refund purposes.
Applicants who have applied through the HK eIPO White Form service for 1,000,000 or more Hong Kong Offer Shares may collect any Share certificates in person from our Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong from 9:00 a.m. to 1:00 p.m. on Thursday, October 24, 2024 or such other date as notified by us as the date of dispatch/collection of Share certificates/e-Auto Refund payment instructions/refund checks. Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must bear a letter of authorization from your corporation stamped with your corporation's chop. Both individuals and authorized representatives must produce evidence of identity acceptable to our Hong Kong Share Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through HKSCC EIPO channel should refer to the section headed "How to Apply for Hong Kong Offer Shares – D. Despatch/Collection of Share Certificates and Refund of Application Monies" in this prospectus for details.
Applicants who have applied through the HK eIPO White Form service and paid their applications monies through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO White Form service and paid their application monies through multiple bank accounts may have refund monies (if any) dispatched to the address as specified in their application instructions in the form of refund checks in favor of the applicant (or, in the case of joint applicants, the first-named applicant) by ordinary post at their own risk.
Share certificates and/or refund checks for applicants who have applied for less than 1,000,000 Hong Kong Offer Shares and any uncollected Share certificates and/or refund checks will be dispatched by ordinary post, at the applicants' risk, to the addresses specified in the relevant applications.
Further information is set out in the sections headed "How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of Share Certificates and Refund of Application Monies" in this prospectus.
The above expected timetable is a summary only. For further details of the structure of the Global Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares, please refer to the sections headed "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" in this prospectus, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with its terms, the Global Offering will not proceed. In such a case, we will make an announcement as soon as practicable thereafter.
This Prospectus is issued by us solely in connection with the Hong Kong Public Offering and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the Hong Kong Offer Shares offered by this Prospectus pursuant to the Hong Kong Public Offering. This Prospectus may not be used for the purpose of, and does not constitute, an offer or a solicitation of an offer to subscribe for or buy, any security in any other jurisdiction or in any other circumstances. No action has been taken to permit a public offering of the Offer Shares or the distribution of this Prospectus in any jurisdiction other than Hong Kong. The distribution of this Prospectus and the offering and sale of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this Prospectus to make your investment decision. We have not authorized anyone to provide you with information that is different from what is contained in this Prospectus. Any information or representation not made in this Prospectus must not be relied on by you as having been authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, any of the Underwriters, any of our or their respective directors, officers or representatives, or any other person or party involved in the Global Offering.
| | Page | |---|---| | EXPECTED TIMETABLE | iv | | CONTENTS | viii | | SUMMARY | 1 | | DEFINITIONS | 33 | | GLOSSARY OF TECHNICAL TERMS | 47 | | FORWARD-LOOKING STATEMENTS | 51 | | RISK FACTORS | 53 | | WAIVERS AND EXEMPTION | 129 | | INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING | 144 |
| | Page | |---|---| | DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING | 149 | | CORPORATE INFORMATION | 160 |
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE . . . . . . . . . .
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DIRECTORS AND SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CORNERSTONE INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RELATIONSHIP WITH THE CONTROLLING SHAREHOLDERS . . . . . . . . . . .
CONNECTED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUBSTANTIAL SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FUTURE PLANS AND USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STRUCTURE OF THE GLOBAL OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . .
HOW TO APPLY FOR HONG KONG OFFER SHARES . . . . . . . . . . . . . . . . . . .
SUMMARY OF THE CONSTITUTION OF OUR COMPANY AND CAYMAN ISLANDS COMPANY LAW . . . . . . . . . . . . .
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES AND AVAILABLE ON DISPLAY . . . . . . . . . . .
Horizon Pilot. Horizon Pilot is our intelligent driving ADAS solution designed for highway and urban driving scenarios. It enables advanced functions including navigation on highway pilot (NHP) for highway driving and navigation on urban pilot (NUP) for urban driving. We embed Journey 3 or Journey 5 processing hardware in Horizon Pilot currently.
Horizon SuperDrive. Horizon SuperDrive is our most advanced ADAS and AD solution, targeting the highest level of autonomous driving that is currently permissible in China. It is designed for highway, urban and parking scenarios. Horizon SuperDrive leverages our most powerful Journey 6 series processing hardware.
Our solutions are built on our Horizon proprietary software platform — BPU (Brain Processing Unit) architecture, toolchain and middleware. Our BPU architecture is designed to deliver high performance and energy efficiency for neural network inference required by our driving automation solutions. The BPU toolchain provides the environment to transform models from AI training to deployment. The BPU middleware provides the standardized software interfaces for applications, enabling an open platform approach for co-development with our customers. These three layers together constitute our BPU software platform that enables the BPU hardware to run efficiently and facilitates development and deployment of applications on our hardware.
Our hardware products — the Journey series of Application Specific Integrated Circuits ("ASICs") — are purpose-built to support our ADAS and AD solutions, from Journey 2 to Journey 6 series. Journey 6 series is our latest product, comprising Journey 6E, Journey 6L, Journey 6M and Journey 6P, providing different levels of processing capacity to support various levels of driving automation. Our hardware products are specifically designed to deliver the optimal combination of high processing capacity, high reliability, low latency, low energy consumption and cost-effective production.
Our integrated solution matrix, incorporating our software platform, various hardware products and system-level engineering capabilities, enables us to rapidly develop and deploy new solutions across multiple driving scenarios and expand our business. Our solution matrix is shown below:
| | Horizon Mono | Horizon Pilot | Horizon SuperDrive | |---|---|---|---| | Driving Scenario | Highway, urban (basic) | Highway, urban | Highway, urban, parking | | Driving Level | L2 | L2+ | L2+ | | Processing Hardware | Journey 2, Journey 3 | Journey 3, Journey 5 | Journey 6 series |
Our customers include globally recognized OEM brands and tier-one suppliers. The following provides an overview of some of our major customers:
OEM customers include: SAIC Motor (上汽集团), BAIC Group (北汽集团), Chery Automobile (奇瑞汽车), Geely (吉利), BYD (比亚迪), Volkswagen (大众), BMW, Li Auto (理想汽车), AITO (问界), Leapmotor (零跑汽车), GAC Group (广汽集团), Dongfeng Motor (东风汽车), SAIC-GM-Wuling (上汽通用五菱), Changan Automobile (长安汽车), and others.
Tier-one supplier customers include: Bosch (博世), Continental (大陆集团), Magna (麦格纳), Valeo (法雷奥), Desay SV (德赛西威), Foryou Corporation (为旭股份), PATEO (博泰车联网), Neusoft Reach (东软睿驰), and others.
Revenue: For the years ended December 31, 2021, 2022, and 2023, and the six months ended June 30, 2024, our revenues were RMB4.67亿元, RMB9.05亿元, RMB15.52亿元, and RMB9.35亿元, respectively.
Gross Profit: For the same periods, our gross profits were RMB1.35亿元, RMB1.81亿元, RMB4.00亿元, and RMB3.09亿元, respectively.
Gross Margin: Our gross margins were 28.9%, 20.0%, 25.8%, and 33.1%, respectively.
Net Loss: Our net losses were RMB11.03亿元, RMB18.91亿元, RMB67.39亿元, and RMB12.83亿元, respectively. The net loss for the year ended December 31, 2023 included non-cash share-based compensation expenses of approximately RMB52.16亿元.
Adjusted Net Loss (Non-IFRS): Our adjusted net losses were RMB9.35亿元, RMB16.49亿元, RMB12.66亿元, and RMB5.14亿元, respectively.
Solution Installation Volume: Our solution installation volumes were approximately 0.54 million units, 1.94 million units, 4.20 million units, and 2.97 million units, respectively.
Horizon SuperDrive。Horizon SuperDrive是我们配备最先进处理硬件的前沿自动驾驶（AD）解决方案。它旨在实现城市、高速公路及泊车等所有场景下流畅且拟人化的自动驾驶。该方案预期能够应对各类复杂路况，具备更为主动和交互式的驾驶风格，包括：流畅执行避障操作、温和且拟人化的制动、动态车速控制、流畅执行无保护左转等功能。我们计划在Horizon SuperDrive中搭载我们最新的处理硬件Journey 6。
我们的ADAS及AD解决方案建立在一套完整的技术栈之上，涵盖驾驶功能算法、底层处理硬件，以及各类辅助软件开发与定制化的工具。
算法。我们的算法在专有软硬件协同设计解决方案中发挥着重要作用。这些算法经过专项构建和优化，适用于广泛的驾驶场景。我们的算法能力覆盖感知、环境建模、规划与控制，直至驾驶自动化功能，满足各级别ADAS及AD解决方案的开发需求。
脑处理单元（Brain Processing Unit，BPU）。BPU是我们专为汽车应用（包括ADAS和AD功能）量身定制的专有处理架构。我们将对先进软件和算法的深刻理解融入BPU架构，使处理硬件在运行汽车算法时具备卓越的性能表现、高能效及低延迟特性。
Horizon OpenExplorer。Horizon OpenExplorer是我们灵活的算法开发工具包，涵盖一系列即用型模块和参考算法。凭借友好的用户界面及丰富的辅助工具，OpenExplorer使用户能够准确、高效地在我们的处理硬件上部署算法和软件。
Horizon TogetheROS。Horizon TogetheROS是一款安全、简洁且易于使用的自动驾驶嵌入式中间件。TogetheROS提供标准化的汽车级服务和工具，有助于加速开发、集成与验证工作，从而提升量产就绪能力。
地平线汽车智能开发仪（Horizon Automotive Intelligence Development Instrument，AIDI）。Horizon AIDI是我们的软件开发平台，旨在以更高效率实现模型的自动迭代优化。通过提供各类工具和应用接口以及简化的工作流程，AIDI帮助软件开发者优化从部署、训练、验证、评估到迭代的整个软件开发流程。
| | Horizon Mono | Horizon Pilot | Horizon SuperDrive | |---|---|---|---| | Algorithm（算法） | O | O | O | | BPU | O | O | O | | Horizon OpenExplorer | O | O | O | | Horizon TogetheROS | O | O | O | | Horizon AIDI | O | O | O |
我们采用软硬件协同优化的方法，我们认为这对于以合理成本确保最优处理效率至关重要，因而是迈向自动驾驶未来的正确技术路径。我们同样相信，通过提供灵活的合作方式和开放的开发工具，我们能够帮助生态合作伙伴加速自动驾驶解决方案的大规模普及。上述核心理念贯穿于我们的产品设计和技术架构之中，形成了我们解决方案的以下明确差异化优势：
系统性能。我们的软件与硬件协同开发、协同优化，以确保集成后的系统性能达到最优。
以合理成本实现高效能。得益于协同优化方法，我们的解决方案具备高效能特性，以低功耗、低延迟提供卓越的处理性能，这对于汽车级部署至关重要。此外，我们的解决方案生产成本合理，为大规模普及奠定了基础。
开放平台。我们提供一系列基础模型、工具链、框架及参考解决方案，使客户和生态合作伙伴能够针对特定需求开发自有软件应用，帮助其大幅缩短开发周期、降低开发成本。
我们独特的解决方案和开放平台策略为我们赢得了规模不断扩大且忠诚度持续提升的客户群体及生态合作伙伴。我们作为二级供应商，既直接与整车厂（OEM）合作，也通过一级供应商将我们的集成ADAS及AD解决方案装载于量产车辆。截至最后实际可行日期，我们的集成解决方案已获27家OEM（42个OEM品牌）选用，搭载车型逾285款，车辆价格区间约为人民币86,800元至429,800元。中国排名前十的OEM均已选用我们的解决方案，将其量产搭载于乘用车
SUMMARY 模型。截至2021年12月31日、2022年12月31日、2023年12月31日及2024年6月30日，扣除已终止项目后，我们累计获得的定点车型数量分别为44、101、210及275款。仅2023年一年，我们便获得逾100个新定点车型。定点（design-win）是指我们的ADAS及自动驾驶解决方案被某一整车厂或一级供应商客户采用于特定车型的遴选过程。定点并不保证我们的客户将大量采购或以对我们有利可图的价格采购我们的解决方案，甚至不保证其会进行任何采购。定点中的初步预测可能会被整车厂修订，且可能无法代表与该等定点相关的未来生产量。此外，整车厂可能需要较长时间开发与该等定点相关的车型，甚至可能推迟或取消该等车型。因此，获得定点并不保证产生收入。此外，整车厂有可能选择自主开发其ADAS及自动驾驶解决方案的特定组件，这可能对我们解决方案的销售价格以及我们的收入和盈利能力产生影响。如需进一步了解相关影响，请参阅"风险因素——我们投入大量精力和资源争取整车厂选用我们的解决方案，但无法保证上述努力将促成量产车型的入选，亦无法保证我们的整车厂客户或整车厂终端客户在我们获得定点后会以特定数量或特定价格采购我们的解决方案，或我们将维持或拓展与现有整车厂及一级供应商的业务关系；此外，自获得定点至从相关车型实现收入之间可能存在重大时间差。"2021年、2022年、2023年及截至2024年6月30日止六个月，我们分别有5个、4个、4个及零个已终止项目。下表列示经遴选并已公开披露的采用我们解决方案的主要整车厂及一级供应商，以及经遴选的生态系统合作伙伴。上述生态系统合作伙伴与我们协作，共同应对从软件开发到解决方案集成等各类挑战。
我们拥有高度灵活且可扩展的商业模式。我们的客户可从我们涵盖算法、软件及开发工具乃至处理硬件的全栈产品中选择任意解决方案或任意组件组合。这种灵活性帮助我们持续开拓新客户并扩大市场份额。此外，我们的商业模式具有高度可扩展性。我们通常随着解决方案的量产部署而实现规模化扩张。
OEM客户指定车型。此外，已在某一车型中成功采用我们解决方案的OEM客户，通常会将与我们的合作扩展至更多车型。此外，我们亦有机会向客户销售更先进的解决方案及我们产品系列中的更多组件。上述因素有助于我们在未来数年建立稳定的合同储备。详情请参阅"业务——我们的产品与服务"。我们亦向客户提供许可及服务、其他汽车解决方案及非汽车解决方案。
我们灵活且可扩展的商业模式推动了我们在业绩记录期内的显著增长，并为我们未来的持续成功奠定基础。我们的收入从2021年的人民币4.667亿元增加人民币4.390亿元（增幅94.1%）至2022年的人民币9.057亿元，并进一步增加人民币6.459亿元（增幅71.3%）至2023年的人民币15.516亿元。我们的收入从截至2023年6月30日止六个月的人民币3.715亿元增加人民币5.631亿元（增幅151.6%）至截至2024年6月30日止六个月的人民币9.346亿元。我们的毛利从2021年的人民币3.310亿元增至2022年的人民币6.277亿元，并进一步增至2023年的人民币10.943亿元。我们的毛利从截至2023年6月30日止六个月的人民币2.266亿元增至截至2024年6月30日止六个月的人民币7.387亿元。我们的毛利率保持较高水平且相对稳定，2021年、2022年及2023年分别为70.9%、69.3%及70.5%。我们的毛利率从截至2023年6月30日止六个月的61.0%提升至截至2024年6月30日止六个月的79.0%。我们历史上一直处于亏损状态，预计未来亦将持续亏损。请参阅"风险因素——与我们财务前景相关的风险——我们在业绩记录期内有亏损及经营活动现金流出的历史，以及净流动负债和负权益，且无法保证我们将实现盈利或在实现盈利后能够持续保持盈利。"
我们通过向客户销售及交付ADAS及自动驾驶解决方案（"解决方案交付模式"）和/或提供许可及相关服务（"许可及服务模式"）确认收入。在解决方案交付模式下，我们通过向OEM及一级供应商销售及交付集成了自主研发处理硬件、专有算法及软件的解决方案来产生收入。每项产品解决方案的定价取决于所涉及算法及软件的复杂程度和数量，以及所集成处理硬件的类型和数量。在产品解决方案方面，我们允许客户从我们的全栈产品系列中选择任意解决方案或任意组件组合，涵盖算法、软件、处理硬件至开发工具包，多个可适配组件通常以套餐形式提供，客户按套餐价格而非单独价格收费。在许可及服务模式下，我们通过向客户授权算法、软件及开发工具包产生许可收入，使客户能够开发满足特定需求的自有应用程序。我们通常根据所涉及算法、软件及开发工具包的复杂程度、先进性及多样性，按预先确定的固定金额收取许可费。在较少见的情况下，我们根据类似因素，按量产车辆数量收取经常性版税。我们维护着一个庞大的ADAS及自动驾驶解决方案算法和软件代码库，可在开放平台或白盒方式下进行授权。我们的客户可灵活选择所需算法和/或软件，并将相关知识产权整合至其产品中，以实现所需的ADAS及自动驾驶功能。除许可授权外，我们亦向客户提供设计及技术服务并收取相应费用，协助客户实现定制化的ADAS及自动驾驶功能。我们的服务费通常参考所涉及工程师的专业技能及人数、工作周期、工作复杂程度及所开发功能确定。详情请参阅"业务——许可及服务"，以及"行业概览——ADAS及自动驾驶解决方案市场概览——开放平台与封闭平台"中关于开放平台方式特点的相关内容。
• 具有前瞻视野及丰富经验的管理团队，以及具备竞争意识的人才队伍。
详情请参阅"业务——我们的竞争优势"。
• 持续赋能全球合作伙伴。
详情请参阅"业务——我们的增长策略"。
我们的软硬件协同优化方法使我们有别于竞争对手。我们拥有独特的技术能力组合：我们不仅拥有专有软件和算法能力，包括ADAS和AD算法框架、算法趋势分析以及有效算法储备，还具备设计架构并针对处理硬件进行优化的能力。此外，我们拥有汽车工程能力以及在量产方面的深厚行业经验。这使我们能够解决挑战并将ADAS和AD解决方案的需求融入量产，为客户提供量身定制的服务，帮助其实现产品性能优化并提升竞争力。以下所列的所有技术支柱均为自主研发。详情请参阅"业务——我们的技术——软硬件协同优化方法"。
我们是中国首家、全球最早设计和开发ADAS和AD解决方案及汽车处理硬件的企业之一。我们也是中国首家、全球最早将ADAS和AD解决方案成功集成至量产车辆的企业之一。我们的处理硬件是全球最早符合ISO 26262 ASIL-B级别的硬件之一。我们是全球首家推出800万像素单目纯视觉ADAS解决方案的企业。
我们于2019年推出ADAS解决方案地平线Mono，并于2021年开始产生收入，于2021年第二季度实现量产。我们于2021年推出高速NOA解决方案地平线Pilot，并于2022年开始产生收入，于2022年第二季度实现量产。2024年4月，我们推出AD解决方案地平线SuperDrive。我们预计地平线SuperDrive将于2024年通过算法和软件授权开始产生收入，并于2026年启动量产，具体取决于市场条件。
| | Horizon Mono | Horizon Pilot | Horizon SuperDrive | |---|---|---|---| | 定位 | 主动安全ADAS | 高速NOA | 全场景城市NOA | | 发布时间(1) | 2019年 | 2021年 | 2024年 | | 开始产生收入 | 2021年 | 2022年 | 2024年* | | 初始量产 | 2021年 | 2022年 | 2026年* | | 典型传感器配置 | 最高800万像素前视摄像头 | 摄像头和雷达(2) | 摄像头、雷达和激光雷达(3) |
| | Horizon Mono | Horizon Pilot | Horizon SuperDrive | |---|---|---|---| | 部分功能及亮点 | 主流ADAS功能，包括AEB、IHB、ACC、LCC、ICA、TJA等；全球首款推出800万像素单目纯视觉ADAS解决方案 | 增强型主动安全及舒适性功能，包括匝道自动上下、拥堵自动并道及退出、自动变道、高速自动驾驶、APA、VPA等 | 覆盖城区、高速及泊车场景的平顺拟人化AD功能 | | 支持的安全认证 | Euro-NCAP五星；C-NCAP五星 | Euro-NCAP五星；C-NCAP五星 | 待认证 | | 生态协同 | OpenExplorer、TogetheROS及AIDI | OpenExplorer、TogetheROS及AIDI | OpenExplorer、TogetheROS及AIDI | | 每次接管里程(9) | N/A(4) | 平均交通流量下200公里 | N/A(5) | | 图像处理能力（帧/秒） | 174(6) | 1,283(7) | N/A(5) | | 车载摄像头像素容量 | 最高800万像素(8) | 800万像素(7) | N/A(5) | | 功耗 | 2.5瓦(8) | 30瓦(7) | N/A(5) |
* 预期时间，可能随实际开发和生产进度而变化。
(1) 指初始发布时间，并不表示量产启动（SOP）或量产的完成。
(2) Horizon Pilot的典型传感器配置包括11个摄像头（含830万像素前视摄像头、250万像素侧视摄像头、290万像素环视摄像头、250万像素后视摄像头）、五个毫米波雷达及12个超声波雷达。
(3) Horizon SuperDrive的典型传感器配置预计包括11个摄像头（含830万像素、300万像素及250万像素）、三个毫米波雷达、12个超声波雷达及一个激光雷达。
(4) 根据CIC，每次接管里程（MPI）并非评估ADAS解决方案的常用指标。作为安全性证明的替代指标，Horizon Mono的误触发率低于每行驶20万公里一次。
(5) 截至最后实际可行日期，暂无相关数据，因Horizon SuperDrive于2024年4月发布，仍处于测试阶段。
(6) 以发布年度行业标准应用模型所创建的场景为基础进行测试，代表搭载单颗Journey 3处理硬件的参数指标。
(7) 代表搭载单颗Journey 5处理硬件的参数指标。
(8) 代表搭载单颗Journey 3处理硬件的参数指标。
(9) 每次接管里程（MPI）是衡量车辆在需要人工干预或驾驶员接管之前可自主行驶距离的性能指标。根据CIC，截至2023年12月31日，行业每次接管里程水平在平均交通流量下为50公里至250公里。
We act as a tier-two supplier in the industry supply chain and generate the vast majority of our revenue from the sale of ADAS and AD solutions as well as the corresponding licensing and services to OEMs and tier-one automotive suppliers.
During the Track Record Period, we derived a majority of our revenues from our automotive solutions. In 2021, 2022 and 2023 and for the six months ended June 30, 2024, the aggregate revenue generated from our five largest customers were RMB283.1 million, RMB482.1 million, RMB1,067.0 million and RMB727.0 million, representing 60.7%, 53.2%, 68.8% and 77.9% of our revenue, respectively. Revenues generated from our largest customer in the same periods were RMB115.2 million, RMB145.3 million, RMB627.3 million, and RMB351.6 million, representing 24.7%, 16.0%, 40.4% and 37.6% of our revenue, respectively. We generated a substantial amount of RMB627.3 million and RMB351.6 million, representing 40.4% and 37.6% of our revenue, from CARIZON in 2023 and for the six months ended June 30, 2024, respectively. Our five largest customers in each year/period during the Track Record Period included OEM and tier-one supplier customers for our automotive solutions and a distributor for our non-automotive solutions. Saving for Volkswagen Group and SAIC, both Shareholders of the Company, to the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, our five largest customers were independent third parties. Saving for CARIZON and SAIC, none of our Directors, their associates or any of our Shareholders (who or which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest in any of our five largest customers.
In 2021, 2022 and 2023 and for the six months ended June 30, 2024, the aggregate purchase amounts from our five largest suppliers were RMB251.6 million, RMB890.2 million, RMB1,177.9 million and RMB392.4 million, representing 52.0%, 61.8%, 50.2% and 40.8% of our total purchase amount, respectively. The purchase amounts from our largest supplier in the same periods were RMB100.7 million, RMB226.3 million, RMB458.5 million and RMB115.5 million, representing 20.8%, 15.7%, 19.5% and 12.0% of our total purchase amount, respectively. Our five largest suppliers in each year/period during the Track Record Period included manufacturers, assembly and testing service providers, and IP vendors and EDA vendors, among others; during the Track Record Period, we relied on Supplier A and Supplier C for the manufacturing, assembling and testing of our processing hardware. During the Track Record Period, we did not experience any significant fluctuation in prices set by our suppliers or material breach of contract on the part of our suppliers. As of the Latest Practicable Date, none of our Directors, their associates or any of our shareholders (who or which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest in any of our five largest suppliers.
We strategically partner with affiliates of Volkswagen Group ("Volkswagen") through the joint venture Carizon (Beijing) Technology Co., Ltd ("CARIZON"), which was established in 2023, to capture the future opportunities of customized driving automation solutions in China. CARIZON engages in the business of research and development, manufacture of autonomous driving application software and self-driving systems, and it also provides aftersales services, training, consulting, testing and technical services of its products. In the short term, its primary customer will be Volkswagen Group, and its products will be applied towards vehicles Volkswagen sells in China. Volkswagen holds 60% and we hold 40% of the equity interest in CARIZON, respectively. In 2023 and for the six months ended June 30, 2024, we generated revenue of RMB627.3 million and RMB351.6 million, accounting for 40.4% and 37.6% of total revenue, respectively, from automotive solutions provided to CARIZON. For further details, please refer to "Business — Our Partnership with Volkswagen Group — CARIZON — Our Joint Venture with Volkswagen Group." Pursuant to a convertible loan agreement dated November 17, 2022, CARIAD Estonia AS ("CARIAD") as lender agreed to provide the loan in the amount of US$800,000,000 to the Company. On October 11, 2024, an amendment agreement was entered into between the Company and CARIAD to amend arrangement with respect to the conversion mechanism of the convertible loan (among others). For more details, please see the section headed "Risk Factors — Risks Related to the Global Offering and Our Shares — You may experience dilution upon conversion under the Convertible Loan Agreement" and "History, Reorganization and Corporate Structure — Pre-IPO Investments — Convertible Loan" of this prospectus.
The Company has a weighted voting rights structure. Under our weighted voting rights structure, our share capital comprises Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share entitles the holder to exercise ten votes, and each Class B Ordinary Share entitles the holder to exercise one vote, respectively, on any matters subject to the vote at general meetings of the Company, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one vote per share basis.
The table below sets out the beneficial interests entitled to, and voting rights to be held by, the WVR Beneficiaries through their controlled entities upon the completion of the Global Offering (assuming the Over-allotment Option is not exercised):
| | Number of Class A Ordinary Shares held | Approximate percentage of beneficial interests in the issued share capital | |---|---|---| | Dr. Yu (2) | 1,733,612,127 | 13.30% | | Dr. Huang (2) | 390,777,143 | 3.00% |
Our Company is adopting the WVR structure to enable the WVR Beneficiaries to exercise voting control over our Company. This will enable our Company to benefit from the continuing vision and leadership of the WVR Beneficiaries who will control our Company with a view to its long-term prospects and strategy. Taking into account the WVR Beneficiaries' contribution to the Group, such arrangement is in the best interests of the Company and its Shareholders as a whole.
Prospective investors are advised to be aware of the potential risks of investing in companies with weighted voting rights structures, in particular that interests of the WVR Beneficiaries may not necessarily always be aligned with those of our Shareholders as a whole, and that the WVR Beneficiaries will be in a position to exercise their higher voting power to influence the affairs of our Company and the outcome of Shareholders' resolutions, irrespective of how other Shareholders vote.
Prospective investors should make the decision to invest in the Company only after due and careful consideration. For further information about the risks associated with the WVR structure adopted by the Company, see "Risk Factors — Risks Related to the WVR Structure."
Save for the weighted voting rights attached to Class A Ordinary Shares, the rights attached to both classes of Shares are identical. For further information about the rights, preferences, privileges and restrictions of the Class A Ordinary Shares and Class B Ordinary Shares, please see "Summary of the Constitution of our Company and Cayman Islands Company Law — 2 Articles of Association" in Appendix III to this Prospectus for further details.
Immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised), 1,733,612,127 Class A Ordinary Shares, representing approximately (i) 53.92% of the voting rights in our issued share capital in general meetings (except for resolutions with respect to the Reserved Matters), and (ii) 12.16% of the voting rights in our issued share capital in general meetings for resolutions with respect to the Reserved Matters, will be held by Everest Robotics Limited, which is held by Bigsur Robotics Limited as to 99% and Horizon Robotics, Inc. as to 1%. Horizon Robotics, Inc. is wholly owned by Dr. Yu. Bigsur Robotics Limited is wholly owned by Trident Trust Company (HK) Limited as the trustee of Rock Street Trust, the family trust established by Dr. Yu (as settlor) for the benefit of Dr. Yu and his family. Accordingly, Dr. Yu, Everest Robotics Limited and Horizon Robotics, Inc. together will constitute a group of Controlling Shareholders of our Company after the Listing.
We have undertaken several rounds of Pre-IPO Investments. For details of the background of our major Pre-IPO Investors and the principal terms of the Pre-IPO Investments, see "History, Reorganization and Corporate Structure — Pre-IPO Investments."
As of the date of this Prospectus, all Class B Ordinary Shares granted under the 2018 Share Incentive Plan have been issued to employee shareholding platforms set up by our Company with independent professional trustee companies. Accordingly, there will not be any dilution effect on the shareholdings of our Shareholders nor any impact on the earnings per share arising from the full vesting or exercise of the outstanding options and share awards after Listing.
The following table sets forth our consolidated statements of profit or loss for the periods indicated.
| | For the Year Ended December 31, | | | For the Six Months Ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (unaudited) | 2024 | | | (RMB in thousands) | | | | | | Revenue from contracts with customers | 466,720 | 905,676 | 1,551,607 | 371,491 | 934,599 | | Cost of sales | (135,734) | (277,963) | (457,297) | (144,879) | (195,861) | | **Gross profit** | **330,986** | **627,713** | **1,094,310** | **226,612** | **738,738** | | Research and development expenses | (1,143,642) | (1,879,888) | (2,366,255) | (1,048,991) | (1,419,656) | | Administrative expenses | (319,003) | (373,909) | (443,366) | (214,997) | (243,144) | | Selling and marketing expenses | (211,390) | (298,500) | (327,249) | (142,728) | (198,421) | | Net impairment (losses)/gains on financial assets | (5,098) | (13,039) | (20,793) | (7,164) | (53,237) | | Other income | 14,483 | 43,662 | 66,222 | 13,227 | 34,109 | | Other (losses)/gains, net | (1,669) | (238,055) | (33,391) | (63,274) | 36,193 | | **Operating loss** | **(1,335,333)** | **(2,132,016)** | **(2,030,522)** | **(1,237,315)** | **(1,105,418)** | | Finance income | 28,239 | 104,528 | 167,473 | 87,268 | 214,552 | | Finance costs | (16,592) | (7,548) | (8,651) | (4,585) | (3,789) | | **Finance income, net** | **11,647** | **96,980** | **158,822** | **82,683** | **210,763** | | Share of results of investments accounted for using the equity method | (2,530) | (34,298) | (112,074) | (16,803) | (181,633) | | Fair value changes of preferred shares and other financial liabilities through profit or loss | (763,984) | (6,655,367) | (4,760,354) | (713,566) | — |
Loss before income tax ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Income tax benefit (expense) ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Loss is attributable to: Owners of the Company 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
概要 非国际财务报告准则指标 为补充按照国际财务报告准则列报的综合损益表，我们使用经调整经营亏损（非国际财务报告准则指标）及经调整净亏损（非国际财务报告准则指标）作为非国际财务报告准则指标，该等指标并非国际财务报告准则的规定，亦非按照国际财务报告准则列报。详情请参阅「财务资料——非国际财务报告准则指标」。我们将经调整经营亏损（非国际财务报告准则指标）定义为相关期间的经营亏损，经加回以下项目后调整：(i) 以股份为基础的付款（属非现金性质）及 (ii) 与全球发售相关的上市开支。我们将经调整净亏损（非国际财务报告准则指标）定义为相关期间的亏损，经加回以下项目后调整：(i) 以股份为基础的付款（属非现金性质）、(ii) 与全球发售相关的上市开支，以及 (iii) 优先股及其他金融负债的公平值变动（属非现金项目）。所有优先股及其他金融负债于转换后将重新分类至权益，转换后将不再按公平值计量。于记录期间内，我们的经调整经营亏损（非国际财务报告准则指标）及经调整净亏损（非国际财务报告准则指标）占收入的百分比大幅收窄。 我们认为，非国际财务报告准则指标有助于比较经营业绩，并向投资者及其他人士提供有用资料，以协助其以与我们管理层相同的方式理解和评估我们的经营业绩。然而，我们就相关期间呈列的非国际财务报告准则指标可能与其他公司呈列的类似名称指标不具可比性。非国际财务报告准则指标作为分析工具存在局限性，投资者不应将其与按照国际财务报告准则会计准则报告的经营业绩或财务状况分析割裂开来，或以其作为替代。 下表就相关期间呈列的非国际财务报告准则指标与按照国际财务报告准则会计准则编制的最接近指标进行对账：
经调整经营亏损（非国际财务报告准则指标）对账： 经营亏损 ў ў ў ў ў ў ў ў ў ў ў ў ў ў 加回： 以股份为基础的付款 ў ў ў ў ў ў ў ў ў ў 上市开支 ў ў ў ў ў ў ў ў ў ў ў ў 经调整经营亏损 （非国际财务报告准则指标）ў ў ў ў ў ў ў ў ў
经调整净亏损（非国际财务报告准则指标）对账： 相关年度╱期间亏损 ў ў ў ў ў ў ў ў ў 加回： 以股份为基础的付款 ў ў ў ў ў ў ў ў ў ў 上市开支 ў ў ў ў ў ў ў ў ў ў ў ў 优先股及其他金融负债的公平值变动 ў ў ў ў ў 经调整净亏损 （非国际财务报告准则指标）ў ў ў ў ў ў ў ў ў ў
我们的经调整净亏损（非国际财务报告准则指标）于2021年、2022年及2023年以及截至2023年6月30日止六个月及截至2024年6月30日止六个月分别为人民币11.032亿元、人民币18.914亿元、人民币16.352亿元、人民币9.960亿元及人民币8.039亿元。亏损状况主要由于我们持续投入研发。2023年及截至2024年6月30日止六个月经调整净亏损（非国际财务报告准则指标）收窄，主要原因为收入大幅增加，由2022年的人民币9.057亿元增至2023年的人民币15.516亿元，增幅为71.3%；以及由截至2023年6月30日止六个月的人民币3.715亿元增至截至2024年6月30日止六个月的人民币9.346亿元，增幅为151.6%。 下表载列于所示期间内按收入来源划分的收入明细，包括绝对金额及占总收入的百分比。
| | 截至12月31日止年度 | | | | 截至6月30日止六个月 | | | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | 人民币 | % | 人民币 | % | 人民币 | % | 人民币（未经审核）| % | 人民币 | % | | | （千元，百分比除外）|
汽车解决方案 产品解决方案 ў ў ў ў ў ў ў | 208,083 | 44.6 | 319,312 | 35.3 | 506,386 | 32.7 | 192,298 | 51.8 | 222,264 | 23.8 授权及服务 ў ў ў ў ў ў ў | 202,081 | 43.3 | 481,826 | 53.2 | 963,978 | 62.1 | 152,706 | 41.1 | 690,830 | 73.9
小计 ў ў ў ў ў ў ў ў ў ў ў | 410,164 | 87.9 | 801,138 | 88.5 | 1,470,364 | 94.8 | 345,004 | 92.9 | 913,094 | 97.7
总收入 ў ў ў ў ў ў ў ў ў | 466,720 | 100.0 | 905,676 | 100.0 | 1,551,607 | 100.0 | 371,491 | 100.0 | 934,599 | 100.0
我们的收入从2021年的人民币4.667亿元大幅增长至2022年的人民币9.057亿元，并进一步增长至2023年的人民币15.516亿元。我们的收入从截至2023年6月30日止六个月的人民币3.715亿元增长至截至2024年6月30日止六个月的人民币9.346亿元。来自汽车解决方案的收入占我们总收入的绝大部分，在2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月分别占总收入的87.9%、88.5%、94.8%、92.9%及97.7%。在业绩记录期间，汽车解决方案收入大幅增长，主要归因于：(i) 下游智能汽车市场的快速发展及强劲增长推动了对我们汽车解决方案的需求；(ii) 客户群的扩大以及现有客户在产品解决方案上支出的增加；(iii) 自动驾驶解决方案渗透率的提升带来更高的单车价值量；以及(iv) 整车厂及一级供应商对算法授权、各类开发工具及技术服务以设计和定制其高级驾驶辅助系统及自动驾驶解决方案的需求不断增加。我们来自许可及服务的收入在业绩记录期间大幅增长，主要由高级驾驶辅助系统及自动驾驶解决方案相关的各类算法、开发工具及软件的许可需求的强劲增长以及相关服务所驱动。例如，我们于2023年就高级驾驶辅助系统及自动驾驶解决方案相关算法和软件向CARIZON授予了多项使用权，CARIZON是我们与大众汽车集团（Volkswagen Group）旗下一家附属公司共同设立的合资企业。因此，在消除与CARIZON交易中的未实现损益后，我们于2023年及截至2024年6月30日止六个月分别录得来自CARIZON的收入人民币6.273亿元及人民币3.516亿元。
我们的销售成本从2021年的人民币1.357亿元大幅增长至2022年的人民币2.780亿元，并进一步增长至2023年的人民币4.573亿元，总体与我们的收入增长相符。我们的销售成本从截至2023年6月30日止六个月的人民币1.449亿元增长至截至2024年6月30日止六个月的人民币1.959亿元。来自汽车解决方案的销售成本占总销售成本的大部分，在2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月分别占总销售成本的60.1%、64.7%、84.6%、84.6%及91.0%。就按性质划分的销售成本而言，已售存货成本（主要为处理硬件及外围设备的物料清单）是我们最大的成本组成部分。
下表列示所示期间按收入来源划分的毛利及毛利率。
| | 截至12月31日止年度 | | | | 截至6月30日止六个月 | | | | |---|---|---|---|---|---|---|---|---| | | 2021年 | | 2022年 | | 2023年 | | 2023年 | | 2024年 | | | 毛利 | 毛利率 | 毛利 | 毛利率 | 毛利 | 毛利率 | 毛利 | 毛利率 | 毛利 | 毛利率 | | | 人民币 | % | 人民币 | % | 人民币 | % | 人民币 | % | 人民币 | % | | （未经审计）（千元，百分比除外） | | | | | | | | | | | | **汽车解决方案** | | | | | | | | | | | | 产品解决方案 | 142,589 | 68.5 | 198,306 | 62.1 | 226,226 | 44.7 | 97,036 | 50.5 | 92,745 | 41.7 | | 许可及服务 | 185,976 | 92.0 | 423,113 | 87.8 | 857,486 | 89.0 | 125,472 | 82.2 | 642,188 | 93.0 | | 小计 | 328,565 | 80.1 | 621,419 | 77.6 | 1,083,712 | 73.7 | 222,508 | 64.5 | 734,933 | 80.5 | | **非汽车解决方案** | 2,421 | 4.3 | 6,294 | 6.0 | 10,598 | 13.0 | 4,104 | 15.5 | 3,805 | 17.7 | | **合计** | 330,986 | 70.9 | 627,713 | 69.3 | 1,094,310 | 70.5 | 226,612 | 61.0 | 738,738 | 79.0 |
我们的毛利从2021年的人民币3.310亿元大幅增长至2022年的人民币6.277亿元，并进一步增长至2023年的人民币10.943亿元，与我们在业绩记录期间的收入增长相符。我们的毛利从截至2023年6月30日止六个月的人民币2.266亿元大幅增长至截至2024年6月30日止六个月的人民币7.387亿元。我们的毛利率在2021年、2022年及2023年分别保持在70.9%、69.3%及70.5%的相对稳定水平。我们的毛利率从截至2023年6月30日止六个月的61.0%增长至截至2024年6月30日止六个月的79.0%。我们在业绩记录期间的毛利率受到收入结构的影响。例如，在业绩记录期间，来自许可及服务的收入贡献有所增加，由于许可的已售存货成本较低，以及规模效应和专业能力的提升使我们向客户提供设计及技术服务的履约成本相对较低，许可及服务的毛利率高于产品解决方案。上述增长被产品解决方案毛利率的下降部分抵消，原因在于2021年至2023年间我们处理硬件物料清单的采购成本有所上升，且我们就早期一代产品解决方案采取了更具竞争力的定价策略以提升市场份额。
In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we incurred research and development expenses of RMB1,143.6 million, RMB1,879.9 million, RMB2,366.3 million, RMB1,049.0 million and RMB1,419.7 million, respectively. Our research and development expenses increased in absolute amounts during the Track Record Period, because we allocated significant resources in order to enhance our research and development capabilities to support the development of algorithms, software and processing hardware. The increased research and development expenses during the Track Record Period was mainly driven by an increase in employee benefit expenses paid to our research and development personnel. Employee benefit expenses remained the single largest component of our research and development expenses during the Track Record Period, representing 65.7%, 62.5%, 60.7%, 65.5% and 59.0% of total research and development expenses in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. Our research and development expenses as a percentage of total revenue decreased from 245.0% in 2021, to 207.6% in 2022 and further to 152.5% in 2023. Our research and development expenses as a percentage of total revenue decreased from 282.4% for the six months ended June 30, 2023 to 151.9% for the six months ended June 30, 2024. The decrease in research and development expenses as a percentage of total revenue during the Track Record Period was primarily due to (i) targeted research and development approach on open platform and flexible business model that allows us to leverage the capabilities of our ecosystem partners to undertake part of the research and development based on our technology pillars; (ii) significant economies of scale as our solutions are mass-produced across different car models for existing and new customers; and (iii) accumulated experience over the years of research and development, which enables us to conduct research and development more efficiently. We expect our research and development expenses to remain a substantial portion of our operating expenses to support our business expansion in the future, but we anticipate that our research and development expenses as a percentage of revenue will continue to decrease.
Our administrative expenses amounted to RMB319.0 million, RMB373.9 million, RMB443.4 million, RMB215.0 million and RMB243.1 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, representing 68.3%, 41.3%, 28.6%, 57.9% and 26.0% of total revenue for the same periods, respectively. Our selling and marketing expenses amounted to RMB211.4 million, RMB298.5 million, RMB327.2 million, RMB142.7 million and RMB198.4 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, representing 45.3%, 33.0%, 21.1%, 38.4% and 21.2% of total revenue for the same periods, respectively. Other than the decrease in employee benefit expenses for administrative personnel from the six months ended June 30, 2023 to the same period in 2024 due to a decrease in share-based payments, the absolute amounts of our administrative expenses and selling and marketing expenses increased during the Track Record Period, which was primarily attributable to our growing employee benefit expenses resulting from an increase in the number of staffs to support our business growth. The decrease in administrative expenses and selling and marketing expenses as a percentage of total revenue during the Track Record Period was primarily due to the revenue increase and economies of scale driven by our business expansion.
In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we had operating losses for the periods of RMB1,335.3 million, RMB2,132.0 million, RMB2,030.5 million, RMB1,237.3 million and RMB1,105.4 million, respectively, and net losses for the periods of RMB2,063.6 million, RMB8,720.4 million, RMB6,739.1 million, RMB1,888.5 million and RMB5,098.1 million, respectively. Our net loss positions was primarily due to our significant research and development expenses during the Track Record Period to enhance our key technology pillars as well as the fair value changes of preferred shares and other financial liabilities.
The table below sets forth selected information from our consolidated statements of financial position as of the dates indicated.
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | | | | Total non-current assets | 683,445 | 1,091,548 | 2,335,798 | 2,209,015 | | Total current assets | 9,913,442 | 8,803,680 | 13,538,075 | 12,743,749 | | Total assets | 10,596,887 | 9,895,228 | 15,873,873 | 14,952,764 | | Total non-current liabilities | 84,836 | 182,343 | 287,144 | 380,461 | | Total current liabilities | 18,905,972 | 27,151,422 | 40,252,113 | 44,387,363 | | Total liabilities | 18,990,808 | 27,333,765 | 40,539,257 | 44,767,824 | | Net current liabilities | (8,992,530) | (18,347,742) | (26,714,038) | (31,643,614) | | Net liabilities | (8,393,921) | (17,438,537) | (24,665,384) | (29,815,060) | | Non-controlling interests | 250 | (75) | (107) | 861 |
Represents the number of our tier-one supplier customers that directly select our product solutions and contributed revenue as of the dates indicated; and "product solutions" and "license and services" lines represent the number of tier-one supplier customers that we cooperated with and contributed revenue under the corresponding model as of the dates indicated. A tier-one supplier customer may procure our solutions through both models, for better solution performance or other reasons.
Represents the cumulative number of car models for which we have obtained design-wins, net of terminated projects. A design-win represents the formal decision by an OEM (either directly or through a tier-one supplier customer) to adopt our solution for a car model. The number of design-wins, net of terminated projects, is a key operating metric that shows our ongoing project pipeline and potential future revenue.
Represents the cumulative number of car models that have achieved Start of Production ("SOP"), which means the car model has started mass production using our solutions. The number of car models for which we achieved SOP is a key operating metric that shows the breadth of our commercialized solutions.
我们于2021年、2022年及2023年12月31日以及2024年6月30日分别录得净流动负债人民币8,992.5百万元、人民币18,347.7百万元、人民币26,714.0百万元及人民币31,643.6百万元。我们于业绩记录期内净流动负债增加，主要归因于我们的优先股及其他按公平值计入损益的金融负债增加。优先股及其他按公平值计入损益的金融负债由2021年12月31日的人民币18,341.2百万元增加至2023年12月31日的人民币39,239.6百万元，并进一步增加至2024年6月30日的人民币43,782.7百万元，主要归因于我们公司估值的变化。
我们亦于2021年、2022年及2023年12月31日以及2024年6月30日分别录得净负债人民币8,393.9百万元、人民币17,438.5百万元、人民币24,665.4百万元及人民币29,815.1百万元。我们的净负债主要归因于优先股及其他按公平值计入损益的金融负债分别为人民币18,341.2百万元、人民币26,451.3百万元、人民币39,239.6百万元及人民币43,782.7百万元（截至2021年、2022年及2023年12月31日以及2024年6月30日）。各期净负债的波动主要由于各期产生的亏损，2021年亏损为人民币2,063.6百万元，2022年为人民币8,720.4百万元，2023年为人民币6,739.1百万元，截至2024年6月30日止六个月为人民币5,098.1百万元。业绩记录期内净负债的增加亦归因于指定为按公平值计入损益的金融负债的信贷风险变动影响、外币换算及以股份为基础的付款。详情请参阅本招股章程附录一所载会计师报告，以了解我们权益变动报表的详细说明。我们预期于全球发售后达到净资产状况，因优先股将因自动转换为普通股而由金融负债重新分类为权益。详情请参阅「财务资料—我们综合财务状况表所选项目的讨论—流动资产及负债」。
下表载列我们于所示期间的现金流量。
| | 截至12月31日止年度 | | | 截至6月30日止六个月 | | |---|---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2023年（未经审核）| 2024年 | | | （人民币千元）| | | | | | 经营活动所用净现金 | (1,111,016) | (1,557,285) | (1,744,508) | (1,165,996) | (725,954) | | 投资活动产生/(所用)净现金 | (1,384,168) | (214,506) | (667,286) | 20,486 | (526,129) | | 融资活动产生/(所用)净现金 | 6,299,413 | 212,412 | 7,218,868 | (18,334) | 284,734 | | 现金及现金等价物净增加/(减少) | 3,804,229 | (1,559,379) | 4,807,074 | (1,163,844) | (967,349) | | 年初/期初现金及现金等价物 | 4,296,055 | 8,050,034 | 6,608,657 | 6,608,657 | 11,359,641 | | 汇率变动对现金及现金等价物的影响 | (50,250) | 118,002 | (56,090) | (4,675) | 60,157 | | 期末现金及现金等价物 | 8,050,034 | 6,608,657 | 11,359,641 | 5,440,138 | 10,452,449 |
我们于2021年、2022年及2023年以及截至2023年及2024年6月30日止六个月的经营活动净现金流出分别为人民币1,111.0百万元、人民币1,557.3百万元、人民币1,744.5百万元、人民币1,166.0百万元及人民币726.0百万元，主要由于我们产生重大研发开支而导致税前亏损。
下表载列我们于所示日期或期间的主要经营数据。
| | 截至12月31日 | | | 截至6月30日 | | |---|---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2023年 | 2024年 | | OEM客户群(1) | 14 | 20 | 23 | 20 | 25 | | OEM客户累计数目(2)，其中： | | | | | | | 产品解决方案 | 9 | 12 | 12 | 12 | 12 | | 许可及服务 | 4 | 5 | 6 | 6 | 6 | | 一级供应商客户累计数目(3)，其中： | | | | | | | 产品解决方案 | 7 | 9 | 10 | 10 | 10 | | 许可及服务 | | | | | | | 已获设计定点的车型累计数目（扣除已终止项目）(4) | 76 | 98 | 124 | 113 | 133 | | 其中：产品解决方案 | 68 | 89 | 108 | 100 | 117 | | 许可及服务 | 20 | 40 | 61 | 54 | 64 | | 已实现量产的车型累计数目(5) | 44 | 101 | 210 | 151 | 275 | | 年内/期内贡献收入的OEM客户： | | | | | | | 产品解决方案 | 27 | 56 | 109 | 71 | 131 | | 许可及服务 | 6 | 9 | 9 | 9 | 5 | | 年内/期内贡献收入的一级供应商客户： | | | | | | | 产品解决方案 | 1 | 2 | 4 | 4 | 4 | | 许可及服务 | 6 | 8 | 8 | 7 | 5 | | 年内/期内贡献收入的OEM客户（产品解决方案）| 61 | 60 | 68 | 52 | 46 | | 年内/期内贡献收入的OEM客户（许可及服务）| 53 | 52 | 48 | 35 | 35 | | 年内/期内贡献收入的一级供应商客户（产品解决方案）| 15 | 28 | 43 | 33 | 24 |
注： (1) OEM客户群包括直接选择我们产品解决方案的OEM，以及通过一级供应商客户选择我们产品解决方案的OEM。在该等OEM客户群中，我们将直接与我们开展业务的OEM视为我们的OEM客户。尽管如此，OEM客户群的数目是指导我们运营的关键经营指标，因为OEM通常对选择ADAS及自动驾驶解决方案供应商拥有最终决定权。
(2) 指于所示日期直接选择我们的产品解决方案并贡献收入的OEM客户数目；「产品解决方案」及「许可及服务」栏目分别代表于所示日期根据相应模式与我们合作并贡献收入的OEM客户数目。OEM客户可能通过两种模式采购我们的解决方案，以获得更好的解决方案性能或出于其他原因。
Represents the number of our tier-one supplier customers as of the dates indicated; and "product solutions" and "license and services" lines represent the number of tier-one supplier customers that we cooperated with under the corresponding model as of the dates indicated. A tier-one supplier customer may procure our solutions through both models, for better solution performance or other reasons.
We obtained 16, 56, 145 and 199 design-wins for new energy vehicles (NEVs, comprising battery electric vehicles, plug-in hybrid electric vehicles and fuel cell electric vehicles) accumulatively, and 28, 45, 65 and 76 design-wins for non-NEVs accumulatively, as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively. We target all passenger vehicles, irrespective of whether they are NEVs or non-NEVs, that can be equipped with ADAS and AD solutions.
SOP refers to start of production, which indicates a project has progressed from contract stage to mass production stage.
| | For the Year Ended December 31, | | | For the Six Months Ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | (RMB in thousands, except as indicated otherwise) | | | | | | | Revenue from OEM customers(1), of which: | | | | | | | Product solutions | 88 | 148,709 | 221,182 | 74,945 | 127,508 | | License and services | 48,074 | 258,585 | 747,572 | 52,793 | 260,874 | | Revenue from tier-one supplier(1) customers, of which: | | | | | | | Product solutions | 94,109 | 158,887 | 283,442 | 115,929 | — | | License and services | 424,397 | 42,348 | 209,197 | 94,530 | — | | Average OEM customer value(2)(3), of which: | | | | | | | Product solutions | 88 | 24,785 | 55,295 | 18,736 | 3,643 | | License and services | 24,037 | 32,323 | 93,447 | 7,542 | 10,870 | | Average tier-one supplier customer value(3)(4), of which: | | | | | | | Product solutions | 23,527 | 2,998 | 5,134 | 3,312 | — | | License and services | 84,879 | 2,823 | 6,386 | 2,865 | — | | Delivery volume of processing hardware for the period (million units) | 1.0 | 1.5 | 2.1 | 0.7 | 1.0 | | Automotive product solutions average selling price(5) (RMB/unit) | 208 | 213 | 239 | 256 | 231 | | Number of license and services contracts with revenue recorded for the period | 53 | 66 | 83 | 59 | 41 |
Revenue derived from OEM and tier-one supplier customers includes revenue derived from such customers from mass-produced projects. During the Track Record Period, we also generated revenue from (i) pre-mass-produced projects of OEM and tier-one supplier customers, (ii) projects with customers who are neither OEMs nor tier-one suppliers but primarily focus on the automotive industry (such as ecosystem partners, see "Business — Our Customers — Our Ecosystem Partners"), and (iii) projects with customers who are neither OEMs nor tier-one suppliers and whose primary focus is not the automotive industry.
Average OEM customer value refers to revenue generated from OEM customers during the year/period divided by the number of OEM customers that directly engage us and contributed revenue during the respective year/period. A total of one, two, four, four and four OEM customers directly engage us and contributed revenue for product solutions and a total of six, eight, eight, seven and five OEM customers directly engage us and contributed revenue for license and services in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively.
The contract amount of license and services as well as the corresponding revenue recognized during the year/period vary significantly, depending on multiple factors such as, among others, the complexity and variety of license and services provided, the specific demands of customers, the number of personnel and amount of resources required and length of services. Similarly, the contract amount of our automotive product solutions as well as the corresponding revenue recognized during the year/period also vary significantly depending on OEMs' and tier-one suppliers' own production schedules as well as downstream demand of the underlying vehicle models. This wide variation causes the average customer value to fluctuate significantly from period to period because average customer value is heavily influenced by outliers or extreme values, making the results anomalous. Therefore, the calculation is presented here for indication only.
Average tier-one supplier customer value refers to revenue generated from tier-one supplier customers during the year/period divided by the number of tier-one supplier customers that directly engage us and contributed revenue during the respective year/period. A total of 53, 52, 48, 35 and 35 tier-one supplier customers directly engage us and contributed revenue for product solutions and a total of 15, 28, 43, 33 and 24 tier-one supplier customers directly engage us and contributed revenue for license and services in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively.
Automotive product solutions average selling price for the period equals revenues derived from product solutions divided by the delivery volume of processing hardware integrated with algorithms and software during the respective period.
For the analysis and trends of the operating data, please see "Financial Information — Key Operating Data" for details.
The following table sets forth our key financial ratios as of the dates or for the periods indicated.
| | For the Year Ended/As of December 31, | | | For the Six Months Ended/As of June 30, 2024 | |---|---|---|---|---| | | 2021 | 2022 | 2023 | | | Revenue growth | N/A(1) | | | | | Gross profit growth | N/A(1) | | | | | Gross margin | 70.9% | | | | | Net loss margin | (442.1%) | | | | | Adjusted net loss margin (non-IFRS measure) | | | | | | Return on assets | | | | | | Current ratio | | | | | | Quick ratio | | | | |
Labeled as "N/A" as the financial information for the year ended December 31, 2020 was not within the Track Record Period.
标注为"不适用"，原因是截至2020年12月31日止年度的财务信息不在业绩记录期内。
盈利路径 尽管我们实现了快速增长，但在业绩记录期内我们处于亏损状态。于2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月，我们分别录得期内亏损人民币20.636亿元、人民币87.204亿元、人民币67.391亿元、人民币18.885亿元及人民币50.981亿元，以及经调整净亏损（非国际财务报告准则计量）分别为人民币11.032亿元、人民币18.914亿元、人民币16.352亿元、人民币9.960亿元及人民币8.039亿元。在业绩记录期内，我们的收入大幅增长，于2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月分别达人民币4.667亿元、人民币9.057亿元、人民币15.516亿元、人民币3.715亿元及人民币9.346亿元。在业绩记录期内，经调整净亏损（非国际财务报告准则计量）占收入的百分比大幅收窄。在未来数年内，我们计划通过实施扩大收入规模、维持毛利率水平、提升运营杠杆及改善CARIZON运营等业务举措实现收支平衡并达到盈利。业绩记录期内的亏损主要由于：
优先股及其他金融负债的公允价值变动。
我们是一家处于快速增长阶段的公司。在业绩记录期内，我们的收入大幅增长，于2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月分别达人民币4.667亿元、人民币9.057亿元、人民币15.516亿元、人民币3.715亿元及人民币9.346亿元，同比╱期间比较收入增长率分别为2022年的94.1%、2023年的71.3%及截至2024年6月30日止六个月的151.6%。由于以下因素，我们预期收入将进一步增长：
把握有利的行业顺风。受益于消费者对智能汽车的接受度及偏好提升、驾驶安全标准的强化以及强劲的技术发展，中国及全球智能汽车市场预计未来将保持显著增长势头。展望未来，凭借我们在行业中的领先地位、独特的软硬件协同优化方式、研发能力、全面的产品组合以及生态系统蓬勃发展的开放平台，我们有望保持这一势头并延续收入增长轨迹。
把握强劲的在手订单。我们已获得尚未量产车型的强劲在手订单。截至2024年6月30日，尚未实现量产的车型占我们已获得设计定点的全部车型的50%以上。截至最后实际可行日期，在我们的全部设计定点中，逾135款车型正处于量产开发流程中，代表我们尚未量产车辆的潜在订单储备。尚未实现量产的车型未来实现商业化，可进一步支撑我们未来数年的收入增长。即使在车型实现量产之前，我们通常亦可从开发及工程服务、许可证或潜在的产品解决方案交付中产生收入。
吸引新客户。我们计划凭借现有灵活的商业模式及行业领先的开放平台，进一步扩大客户群规模。
深化与现有客户的合作。我们未来的增长有赖于我们维护并深化与现有客户关系的能力。通过致力于扩展和深化此类关系，我们可以随客户搭载我们解决方案的车辆生产量的增加，同步扩大我们解决方案的部署规模。此外，在某款车型上对我们解决方案取得成功的整车制造商，通常会将与我们的合作拓展至更多车型。更进一步，我们有机会向客户提供更先进的解决方案及我们产品组合中的更多组件。
拓展至新地区。我们致力于将业务延伸至中国以外的市场，并将我们的解决方案引入以赋能全球合作伙伴。我们拟通过与全球整车制造商及一级供应商合作，探索全球市场，尤其是日本、韩国及欧洲市场，以此提升我们的国际影响力。
推出价格更高的新解决方案以满足智能汽车的旺盛需求。我们计划推出采用更先进技术的新解决方案。我们相信，更先进的驾驶自动化技术使我们能够收取更高的价格，从而进一步推动收入增长。
我们未来的盈利能力还取决于我们能否维持当前的利润率水平，并推出具有高利润率的新解决方案。具体而言，我们预计通过实施以下措施来优化毛利率：（i）持续创新；（ii）供应链管理与改善；以及（iii）业务组合优化。
于业绩记录期间，我们产生了大量运营开支，包括研发开支、行政开支及销售与营销开支，用于开发、管理及推广我们的汽车解决方案。未来，我们将继续优化研发以及销售与行政职能，以支持我们的长期业务增长。
我们通过CARIZON与全球行业巨头大众集团建立战略合作关系，以把握中国定制化驾驶自动化解决方案的未来机遇。CARIZON成立于2023年11月，目前仍处于发展爬坡阶段，尚未产生任何收入。自CARIZON成立以来，我们已将其亏损按比例计入以权益法核算的投资亏损份额。由于CARIZON仍处于爬坡阶段，我们预计将继续承担相应的亏损份额。凭借与大众集团（CARIZON最大股东及客户）的协同效应，CARIZON拥有明确的市场进入策略，即针对大众集团在中国销售的车辆提供定制化产品和服务，并可通过履行大众集团的订单有效推动收入增长。因此，我们相信CARIZON将能够持续向量产车辆（尤其是大众集团的车辆）部署其产品。此外，我们作为CARIZON的股东，亦将通过引入敏捷研发流程及本土化洞察，积极参与其业务运营。
我们相信上述方法的实施能够对我们的盈利能力产生积极影响。具体而言，扩大收入规模有望在提升利润的同时提高利润率，尤其是在我们致力于通过持续创新、供应链管理与改善以及业务组合优化来维持利润率水平的情况下。此外，通过持续优化研发以及销售与行政职能来提升运营杠杆，进一步精简我们的运营开支，以支持长期业务增长。得益于上述努力，于业绩记录期间，我们的收入和毛利有所增加，而运营开支占总收入的百分比有所下降。我们将进一步实施举措以提升CARIZON的运营业绩和效率，从而将CARIZON亏损份额对我们业务的影响降至最低。我们相信，这些努力能够共同影响我们的业绩和财务状况，巩固我们在市场中的竞争优势，从而进一步提升交付量，吸引更多设计定点及整车厂客户，推动可持续增长。
于业绩记录期间，我们主要通过股东资本注入及Pre-IPO投资融资来满足我们的资金需求。请参阅"历史、重组及公司架构——Pre-IPO投资"。于2021年、2022年及2023年，以及截至2023年6月30日及2024年6月30日止六个月，我们的经营活动净现金流出分别为人民币11.110亿元、人民币15.573亿元、人民币17.445亿元、人民币11.660亿元及人民币7.260亿元；截至2021年12月31日、2022年12月31日、2023年12月31日及2024年6月30日，银行现金余额分别为人民币93.527亿元、人民币78.216亿元、人民币120.775亿元及人民币111.874亿元；截至2021年12月31日、2022年12月31日、2023年12月31日及2024年6月30日，现金及现金等价物分别为人民币80.500亿元、人民币66.087亿元、人民币113.596亿元及人民币104.524亿元。我们的现金总余额足以覆盖经营活动所需资金，并为我们的扩张及增长策略提供充足的流动性。因此，我们认为，在考虑到我们可用的财务资源后，我们拥有充足的营运资金以支持我们的业务运营。
基于上述情况，我们的董事认为我们的业务具有可持续性。如需进一步了解详情，请参阅"财务信息——盈利之路"。
Our business and the Global Offering involve certain risks as set out in "Risk Factors" in this Prospectus. You should read that section in its entirety carefully before you decide to invest in our Shares. Some of the major risks we face include:
• We operate in a competitive market subject to an evolving landscape. If we fail to meet evolving customer needs or the pace of industry innovation by improving our existing solutions and introducing new solutions in a timely and cost-effective manner, our competitive position would be impacted and our business, results of operations and financial condition may be materially adversely affected;
• We have been and intend to continue investing significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations and financial condition would be adversely affected;
• We cannot ensure that there will be sufficient future market adoption of ADAS and AD solutions to drive our growth, nor can we ensure that industry developments as well as market acceptance of ADAS and AD solutions will develop in our favor. If the markets toward smart vehicles and ADAS and AD solutions falter, or if these trends do not grow as rapidly or as positively as expected, our business, results of operations and financial condition may be adversely affected;
• The interruption of requisite services from third-party partners may expose us to supply chain risk that could harm our business;
本公司董事认为，考虑到本公司可用的财务资源，包括(i)现金及现金等价物、(ii)可用股权融资及银行融资安排，以及(iii)全球发售所得款项净额估计，本公司就目前需求及自本招股章程日期起至少未来12个月内拥有充足的营运资金。
联席保荐人在就本公司管理层对营运资金进行合理查询后，并无发现任何可合理导致联席保荐人对董事上述意见产生怀疑的事项。
下表所有统计数据均基于以下假设：(i)全球发售已完成，并根据全球发售发行1,355,106,600股B类普通股（不包括因行使超额配股权而可能发行的任何B类普通股）；(ii)已发行2,124,389,270股A类普通股；及(iii)已发行9,550,370,212股B类普通股（包括于上市前将优先股及A类普通股转换所得的B类普通股），且不考虑根据上市后股份激励计划可能发行的任何B类普通股。
| | 基于每股发售股份发售价 港币3.73元 | 基于每股发售股份发售价 港币3.99元 | |---|---|---| | 本公司股份市值 (i) | 港币486,014百万元 | 港币519,892百万元 | | 每股未经审核备考经调整净有形资产 (ii) | 港币1.02元 | 港币1.04元 |
(i) 市值计算基于预期于全球发售完成后即时已发行的13,029,866,082股B类普通股（假设超额配股权未获行使）。
(ii) 本公司每股应占股权持有人未经审核备考经调整净有形资产，乃基于截至2024年6月30日的综合财务状况表，经若干备考调整后所得，且不考虑就发行予CARIAD Estonia AS的可换股贷款进行转换。详情请参阅「附录二——未经审核备考财务资料」。
本公司从未就股份宣派或派付定期现金股息。股息的宣派及派付以及金额将受本公司章程及开曼群岛公司法规限制。本公司目前并无任何股息政策以指导股息宣派或派付事宜。本公司董事会有酌情权派付中期股息及建议股东派付末期股息，并将视乎多项因素而定，包括本公司盈利、资本需求、整体财务状况及合同限制。本公司可藉普通决议案决议以任何货币宣派股息，并授权从本公司合法可用资金中支付股息，惟须符合以下条件：(i)股息不得超过本公司董事会建议的金额；及(ii)股息只可从本公司已实现或未实现利润、股份溢价账户中支付，或以法律另行允许的方式支付。根据本公司开曼群岛法律顾问的意见，本公司为根据开曼群岛法律注册成立的控股公司，据此，净负债的财务状况并不阻止本公司向股东宣派及派付股息。尽管本公司的盈利能力如何，股息仍可从股份溢价账户宣派及派付，惟须符合以下条件：本公司组织章程备忘录及细则并不禁止上述支付，且本公司在上述支付后立即能够在正常业务过程中偿还到期债务。
若本公司日后派付股息，为向股东分派股息，本公司将在一定程度上依赖本公司中国内地附属公司所分派的股息。本公司中国内地附属公司向本公司分派的任何股息将须缴纳中国预提税。此外，中国内地现行法规规定，中国内地公司仅可从按照其章程及中国会计准则和法规釐定的累积可分配税后利润中派付股息。请参阅「财务资料——股息」。
于跟踪记录期间及直至最后实际可行日期，本公司并无涉及任何实际或待决的法律、仲裁或行政诉讼（包括任何破产或接管程序），且本公司认为上述诉讼不会对本公司业务、经营业绩、财务状况或声誉及合规情况造成重大不利影响。根据本公司中国法律顾问的意见，于跟踪记录期间及直至最后实际可行日期，本公司所从事的业务运营在所有重要方面均符合中国适用法律法规的规定。
We estimate that we will receive net proceeds from the Global Offering of approximately HK$4,972.1 million, after deducting underwriting commissions, fees and estimated expenses payable by us in connection with the Global Offering, assuming no Over-allotment Option is exercised and an Offer Price of HK$3.86 per Offer Share, being the mid-point of the indicative Offer Price range stated in the Prospectus, resulting in the gross proceeds of HK$5,230.7 million and listing expenses of HK$258.7 million.
We intend to use the net proceeds for the following purposes, subject to changes in light of our evolving business needs and changing market conditions:
• Approximately 70%, or approximately HK$3,480.4 million, of the net proceeds will be allocated over the next five years for research and development purposes;
• Approximately 10%, or approximately HK$497.2 million, of the net proceeds will be allocated for sales and marketing related expenses;
• Approximately 10%, or approximately HK$497.2 million, of the net proceeds will be allocated for future strategic investment into our joint ventures, particularly CARIZON, thus broadening and strengthening our technology capabilities; and
• Approximately 10%, or approximately HK$497.2 million, will be allocated for general corporate purposes and working capital needs.
SUMMARY LISTING EXPENSES The total listing expenses payable by our Company are estimated to be approximately HK$258.7 million (or approximately RMB235.5 million) assuming the Over-allotment Option is not exercised and based on an Offer Price of HK$3.86 (being the mid-point of our Offer Price range of HK$3.73 to HK$3.99 per Offer Share), accounting for approximately 4.94% of gross IPO proceeds. Among such estimated total listing expenses, (i) underwriting-related expenses, including underwriting commission, are expected to be approximately HK$171.4 million, and (ii) non-underwriting-related expenses of approximately HK$87.2 million, comprising (a) fees and expenses of legal advisers and Reporting Accountant of approximately HK$46.0 million and (b) other fees and expenses of approximately HK$41.2 million.
Among the total listing expenses payable of HK$258.7 million, HK$78.9 million is expected to be expensed through the statement of profit or loss and the remaining amount of HK$179.8 million is directly attributable to the issue of shares and deducted from equity. As of June 30, 2024, we incurred listing expenses of HK$46.8 million expensed through the statement of profit or loss and expected HK$32.1 million to be charged to the statement of profit or loss after the Track Record Period.
We have applied to the Stock Exchange for the granting of the listing of, and permission to deal in (a) the Class B Ordinary Shares in issue (including the Class B Ordinary Shares on conversion of the Preferred Shares and the Class A Ordinary Shares before Listing) and to be issued pursuant to the Global Offering (including any Class B Ordinary Shares which may be issued pursuant to the exercise of the Over-allotment Option), (b) the Class B Ordinary Shares that may be issued upon conversion of the Class A Ordinary Shares on a one-to-one basis, (c) the Class B Ordinary Shares which may be issued under the Post-IPO Share Incentive Plan, and (d) the Class B Ordinary Shares which may be issued under the convertible loan issued to CARIAD Estonia AS taking into account the 9.9% threshold as disclosed in the section headed "History, Reorganization and Corporate Structure — Convertible Loan", assuming the exchange rates as disclosed in the section headed "Information about this Prospectus and the Global Offering — Exchange Rate Conversion" being adopted and the conversion price setting at the low-end of the indicative Offer Price range. We satisfy the market capitalization/revenue test under Rule 8.05(3) and Rule 8A.06 of the Listing Rules with reference to (i) our revenue for the year ended December 31, 2023, which exceeds HK$1 billion, and (ii) our expected market capitalization at the time of Listing, which exceeds HK$40 billion based on the low-end of the indicative Offer Price range.
In this Prospectus, unless the context otherwise requires, the following terms shall have the meanings set out below. Certain other terms are explained in the section headed "Glossary of Technical Terms" in this Prospectus.
"2018股权激励计划" ("2018 Share Incentive Plan") | 本公司于2015年采纳并于2018年11月16日修订的2018股权激励计划，其主要条款载于本招股说明书附录四"法定及一般信息——D. 股权激励计划"一节。 The 2018 Share Incentive Plan adopted by the Company in 2015 and amended on November 16, 2018, the principal terms of which are set out in the section headed "Statutory and General Information — D. Share Incentive Plans" in Appendix IV to this Prospectus.
"会计师报告" ("Accountant's Report") | 本公司的会计师报告，其全文载于本招股说明书附录一。 The accountant's report of our Company, the text of which is set out in Appendix I to this Prospectus.
"关联人士" ("affiliate(s)") | 就任何特定人士而言，指直接或间接控制该特定人士、受该特定人士控制或与该特定人士处于直接或间接共同控制下的任何其他人士。 With respect to any specified person, any other person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified person.
"财务汇报局" ("AFRC") | 会计及财务汇报局（AFRC） Accounting and Financial Reporting Council (會計及財務匯報局).
"公司章程"或"章程细则" ("Articles" or "Articles of Association") | 本公司于上市日期起生效的公司章程细则（经不时修订），其摘要载于本招股说明书附录三。 The articles of association of our Company with effect upon the Listing Date (as amended from time to time), a summary of which is set out in Appendix III to this Prospectus.
"联系人" ("associate(s)") | 具有上市规则所赋予的含义。 Has the meaning ascribed thereto under the Listing Rules.
"审核委员会" ("Audit Committee") | 董事会审核委员会。 The audit committee of the Board.
"北京地平线机器人" ("Beijing Horizon Robotics") | 北京地平线机器人技术研发有限公司（Beijing Horizon Robotics Technology Research and Development Co., Ltd.），一家于2015年7月14日依据中国法律注册成立的有限责任公司，为本公司的全资附属公司。 Beijing Horizon Robotics Technology Research and Development Co., Ltd. (北京地平線機器人技術研發有限公司), a limited liability company incorporated under the laws of the PRC on July 14, 2015, and a wholly-owned subsidiary of the Company.
"董事会"或"我们的董事会" ("Board", "Board of Directors" or "our Board") | 本公司董事会。 The board of Directors of the Company.
"营业日" ("Business Day") | 香港银行通常向公众开放办理正常业务且并非星期六、星期日或香港公众假期的日子。 A day on which banks in Hong Kong are generally open for normal business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong.
"资本市场中介机构" ("Capital Market Intermediaries" or "capital market intermediary(ies)" or "CMI(s)") | 参与全球发售的资本市场中介机构，具有上市规则所赋予的含义。 The capital market intermediaries participating in the Global Offering and has the meaning ascribed thereto under the Listing Rules.
"酷睿程" ("CARIZON") | 酷睿程（北京）科技有限公司（Carizon (Beijing) Technology Co., Ltd），由本公司通过其全资附属公司Horizon Together Holding Ltd.与CARIAD Estonia AS于2023年11月20日在中国境内共同设立的合营企业。 Carizon (Beijing) Technology Co., Ltd (酷睿程(北京)科技有限公司), the joint venture established by the Company through its wholly-owned subsidiary Horizon Together Holding Ltd. and CARIAD Estonia AS in the PRC on November 20, 2023.
"中央结算及交收系统" ("CCASS") | 由香港中央结算有限公司（HKSCC）建立及运营的中央结算及交收系统。 The Central Clearing and Settlement System established and operated by HKSCC.
"中国"或"中华人民共和国" ("China" or "the PRC") | 中华人民共和国，除文意另有所指外，就本招股说明书而言，不包括香港、澳门及台湾地区。 The People's Republic of China, unless the context requires otherwise, excluding, for the purposes of this Prospectus only, the regions of Hong Kong, Macau and Taiwan of the People's Republic of China.
"灼识咨询" ("CIC") | 灼识行业咨询有限公司（China Insights Industry Consultancy Limited），一家独立专业市场研究及咨询公司。 China Insights Industry Consultancy Limited (灼識行業諮詢有限公司), an independent professional market research and consulting company.
本公司股本中每股面值为0.0000025美元的A类普通股，赋予持有人加权投票权，使A类普通股持有人在公司股东大会就所有事项进行表决时每股享有十票投票权，但须符合香港上市规则第8A.24条的规定，即保留事项须按每股一票的基础进行表决
135,511,200 Class B Ordinary Shares (subject to reallocation as described in the section headed "Structure of the Global Offering") initially offered by our Company for subscription at the Offer Price pursuant to the Hong Kong Public Offering
the offering of the Hong Kong Offer Shares for subscription by the public in Hong Kong at the Offer Price (plus brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee), on and subject to the terms and conditions described in "Structure of the Global Offering — The Hong Kong Public Offering"
The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
the Codes on Takeovers and Mergers and Share Buybacks issued by the SFC, as amended, supplemented or otherwise modified from time to time
the underwriters of the Hong Kong Public Offering listed in the section headed "Underwriting — Hong Kong Underwriters"
the underwriting agreement dated Tuesday, October 15, 2024, relating to the Hong Kong Public Offering entered into by, among others, our Company, the Overall Coordinators and the Hong Kong Underwriters, as further described in the section headed "Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Hong Kong Underwriting Agreement"
Shanghai Anting Horizon Zhineng Transportation Technology Co., Ltd. (上海安亭地平線智能交通技術有限公司), a limited liability company incorporated under the laws of the PRC on March 24, 2017, and a wholly-owned subsidiary of the Company
Horizon Journey (Hangzhou) Technology Co., Ltd. (地平線征程(杭州)科技有限公司), a limited liability company incorporated under the laws of the PRC on June 4, 2020, and a wholly-owned subsidiary of the Company
Horizon Robotics Holdings Limited, a limited liability company incorporated under the laws of Hong Kong on August 6, 2015, and a wholly-owned subsidiary of the Company
Beijing Horizon Information Technology Co., Ltd. (北京地平線信息技術有限公司), a limited liability company incorporated under the laws of the PRC on December 28, 2015, and a wholly-owned subsidiary of the Company
Nanjing Horizon Robotics Technology Co., Ltd. (南京地平線機器人技術有限公司), a limited liability company incorporated under the laws of the PRC on July 27, 2016, and a wholly-owned subsidiary of the Company
Horizon Journey (Shanghai) Technology Co., Ltd. (地平線征程(上海)科技有限公司), a limited liability company incorporated under the laws of the PRC on March 26, 2018, and a wholly-owned subsidiary of the Company
Shenzhen Horizon Robotics Technology Co., Ltd. (深圳地平線機器人科技有限公司), a limited liability company incorporated under the laws of the PRC on July 2, 2015, and a wholly-owned subsidiary of the Company
Nanjing Horizon Information Technology Co., Ltd. (南京地平線信息技術有限公司), a limited liability company incorporated under the laws of the PRC on March 30, 2017, and a wholly-owned subsidiary of the Company
the IFRS Accounting Standards, which include standards, amendments and interpretations promulgated by International Accounting Standards Board
any person(s) or entity(ies) who is not a connected person of the Company within the meaning of the Listing Rules
1,219,595,400 Class B Ordinary Shares offered by our Company pursuant to the International Offering (subject to reallocation as described in the section headed "Structure of the Global Offering") together with any additional Class B Ordinary Shares which may be allotted and issued by our Company pursuant to the exercise of the Over-allotment Option
the conditional placing of the International Offer Shares by the International Underwriters at the Offer Price outside the United States in offshore transactions in reliance on Regulation S and in the United States to QIBs only in reliance on Rule 144A or any other available exemption from the registration requirements under the U.S. Securities Act, in each case on and subject to the terms and conditions of the International Underwriting Agreement, as further described in the section headed "Underwriting — International Offering"
the group of international underwriters who are expected to enter into the International Underwriting Agreement to underwrite the International Offering
the underwriting agreement relating to the International Offering expected to be entered into on or about Tuesday, October 22, 2024 by our Company and the International Underwriters, as further described in the section headed "Underwriting — International Offering"
the joint bookrunners as named in the section headed "Directors and Parties Involved in the Global Offering"
the joint global coordinators as named in the section headed "Directors and Parties Involved in the Global Offering"
the joint lead managers as named in the section headed "Directors and Parties Involved in the Global Offering"
the joint sponsors as named in the section headed "Directors and Parties Involved in the Global Offering"
October 8, 2024, being the latest practicable date for the purpose of ascertaining certain information contained in this Prospectus prior to its publication
the corporate reorganization undergone by our Company in preparation for the Listing, details of which are set out in "History, Reorganization and Corporate Structure"
Class B Ordinary Shares initially reserved for issuance pursuant to the Pre-IPO Share Incentive Plan
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
ordinary share(s) in the capital of our Company, with a nominal value of US$0.000001 each, comprising Class A Ordinary Shares and Class B Ordinary Shares
option(s) to subscribe for Shares granted to the grantees(s) under the Pre-IPO Share Incentive Plan and/or the Post-IPO Share Incentive Plan
Shenzhen Horizon Technology Development Co., Ltd. (深 圳地平線技術開發有限公司), a limited liability company incorporated under the laws of the PRC on May 29, 2018, and a wholly-owned subsidiary of the Company
the Special Regulations on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (股 份有限公司境外募集股份及上市的特別規定)
the stabilizing manager as named in the section headed "Directors and Parties Involved in the Global Offering"
the United States of America, its territories, its possessions and all areas subject to its jurisdiction
the voting agreement entered into by certain Shareholders which will terminate upon the Listing, the details of which are set out in "History, Reorganization and Corporate Structure"
the voting proxy agreement entered into by certain Shareholders and Mr. Yu on March 27, 2024 and as amended on October 8, 2024, pursuant to which each party grants an irrevocable proxy to Mr. Yu to vote all their respective shares in the Company, the details of which are set out in "History, Reorganization and Corporate Structure"
the structure under which entities operate under contractual arrangements as described in "Our History, Reorganization and Corporate Structure"
企業 as defined under the Law of the People's Republic of China on Wholly Foreign-Owned Enterprise (《中華 人民共和國外資企業法》)
per cent.
Certain amounts and percentage figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.
the six levels of driving automation as defined by the Society of Automotive Engineers (SAE), where Level 0 represents no automation, and Level 5 represents full automation
light detection and ranging, a remote sensing method that uses light in the form of a pulsed laser to measure ranges (variable distances)
lane keeping assist, an advanced driver assistance system that helps prevent drivers from unintentionally drifting from their lane
Mobileye Global Inc., a global leader in the development of autonomous driving and driver assistance technologies
original equipment manufacturer, a company that produces parts and equipment that may be marketed by another manufacturer
over-the-air, a method of distributing new software updates or configuration settings wirelessly to vehicles
system on chip, an integrated circuit that integrates most components of a computer or other electronic systems
vehicle-to-everything, a technology that allows vehicles to communicate with any entity that may affect, or may be affected by, the vehicle
anisotropic conductive film, a type of electrical conductive adhesive used to establish electrical and mechanical connections
artificial intelligence, a branch of computer science dealing with the simulation of intelligent behavior in computers
a process or set of rules to be followed in calculations or other problem-solving operations, especially by a computer
angle of arrival, a method for determining the direction of propagation of a radio-frequency wave incident on an antenna array
angle of departure, a method used in wireless communication systems to determine the angle at which a signal is transmitted from a transmitter
application-specific integrated circuit, an integrated circuit chip customized for a particular use, rather than intended for general-purpose use
standard or specification that electronic components and systems must meet to be used in automotive applications, which often includes requirements for temperature range, reliability, and quality control to ensure safety and performance in vehicles
controller area network bus, a communication standard used in vehicles and industrial applications to allow microcontrollers and devices to communicate with each other
a small piece of semiconducting material (usually silicon) on which an integrated circuit is embedded
complementary metal-oxide semiconductor, a type of metal-oxide-semiconductor field-effect transistor fabrication process that uses complementary and symmetrical pairs of p-type and n-type transistors to implement logic functions
central processing unit, the electronic circuitry within a computer that executes instructions that make up a computer program
a dedicated space within a building, or a group of buildings used to house computer systems and associated components, such as telecommunications and storage systems
a subfield of machine learning methods based on artificial neural networks with representation learning
a type of specialized electronic control unit (ECU) that manages and coordinates the functions of multiple subsystems or domains within a vehicle
digital signal processor, a specialized microprocessor chip with its architecture optimized for the operational needs of digital signal processing
error correction code, a method for controlling errors in data over unreliable or noisy communication channels
a distributed computing paradigm that brings computation and data storage closer to the sources of data
electrostatic discharge, a sudden flow of electricity between two electrically charged objects caused by contact, an electrical short, or dielectric breakdown
a family of wired computer networking technologies commonly used in local area networks (LAN), wide area networks (WAN), and metropolitan area networks (MAN)
field programmable gate array, an integrated circuit designed to be configured by a customer or a designer after manufacturing
graphics processing unit, a specialized electronic circuit designed to rapidly manipulate and alter memory to accelerate the creation of images in a frame buffer intended for output to a display device
high-definition map, a highly accurate digital map that provides precise geometric information on roads and surroundings
intellectual property core, a reusable unit of logic, cell, or chip layout design that is the intellectual property of one party
mobile industry processor interface, a set of specifications for hardware and software interfaces primarily used in mobile devices
machine learning, a type of artificial intelligence that allows software applications to become more accurate at predicting outcomes without being explicitly programmed to do so
a camera with a single lens, as opposed to a stereo camera which uses two lenses to capture depth information
a series of algorithms that endeavors to recognize underlying relationships in a set of data through a process that mimics the way the human brain operates
neural processing unit, a specialized circuit that implements all the necessary control and arithmetic logic necessary to execute machine learning algorithms
non-volatile memory express, a host controller interface and storage protocol created to accelerate the transfer speed of data between enterprise and client systems and solid-state drives (SSDs)
a technique used in computer vision and image processing to track the motion of objects between consecutive frames of video or images
one-time programmable, a type of non-volatile memory that allows data to be written to memory only once
printed circuit board, a board made of non-conductive material with conductive lines printed or etched on it
package on package, a method of combining vertically discrete logic and memory ball grid array packages
radio detection and ranging, a detection system that uses radio waves to determine the range, angle, or velocity of objects
red-green-blue, a color model in which red, green, and blue light are added together in various ways to reproduce a broad array of colors
reduced instruction set computer-five, a free and open-source instruction set architecture based on established reduced instruction set computer principles
real-time operating system, an operating system intended to serve real-time applications that process data as it comes in, without buffer delays
in the context of automotive chips, a dedicated hardware component with its own processor and memory, designed to independently monitor the main system and ensure safety requirements are met
software development kit, a set of software tools and programs used by developers to create applications for specific platforms
a process that combines data from multiple sensors to achieve more accurate and reliable information than would be possible from a single sensor alone
serial peripheral interface, a synchronous serial communication interface specification used for short distance communication
static random-access memory, a type of random-access memory (RAM) that uses latching circuitry (flip-flop) to store each bit
in the automotive supply chain, a company that supplies parts or systems directly to the original equipment manufacturers (OEMs)
time of flight, a method for measuring the distance between a sensor and an object, based on the time difference between the emission of a signal and its return to the sensor, after being reflected by an object
ultra-wideband, a radio technology that uses a very low energy level for short-range, high-bandwidth communications over a large portion of the radio spectrum
a thin slice of semiconductor material used in electronics for the fabrication of integrated circuits
本招股说明书载有前瞻性陈述。非历史事实的陈述，包括关于我们未来意图、信念、预期或预测的陈述，均为前瞻性陈述。
本招股说明书载有前瞻性陈述。非历史事实的陈述，包括但不限于关于我们未来意图、信念、预期或预测的陈述，均为前瞻性陈述。在本招股说明书中，"目标"、"预期"、"相信"、"可能"、"预计"、"展望"、"拟"、"应当"、"项目"、"寻求"、"应该"、"将"、"愿望"、"愿景"、"立志"、"目的"、"计划"等词语及其否定形式和其他类似表达，就我们或我们管理层而言，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、经营状况、流动性及资本资源的看法，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、不确定性及假设的影响，包括本招股说明书所述的风险因素，其中部分风险超出我们的控制范围，可能导致我们的实际业绩、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。
• 资本市场发展。
By their nature, certain disclosures relating to these and other risks are only estimates and should one or more of these uncertainties or risks, among others, materialize, actual results may vary materially from those estimated, anticipated or projected, as well as from historical results. Specifically but without limitation, sales could decrease, costs could increase, capital costs could increase, capital investment could be delayed and anticipated improvements in performance might not be fully realized.
Subject to the requirements of applicable laws, rules and regulations, we do not have any or undertake no obligation to update or otherwise revise the forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Prospectus might not occur in the way we expect or at all. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements in this Prospectus are qualified by reference to the cautionary statements in this section as well as the risks and uncertainties discussed in the section headed "Risk Factors."
In this Prospectus, statements of or references to our intentions or those of our Directors were made as of the date of this Prospectus. Any such information may change in light of future developments.
An investment in the Offer Shares involves significant risks. You should carefully consider all of the information in this Prospectus, including the risks and uncertainties described below, before deciding to invest in the Offer Shares. The following is a description of what we consider to be our material risks. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In any such event, the market price of the Offer Shares could decline, and you may lose all or part of your investment. 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.
These factors are contingencies that may or may not occur, and we are not in a position to express a view on the likelihood of any such contingency occurring. The information given is as of the Latest Practicable Date unless otherwise stated, will not be updated after the date hereof, and is subject to the cautionary statements in the section headed "Forward-Looking Statements" in this Prospectus.
We operate in a competitive market subject to an evolving landscape. Our business is characterized by rapid changes as well as new and disruptive technologies. If we fail to meet evolving customer needs or the pace of industry innovation by improving our existing solutions and introducing new solutions in a timely and cost-effective manner, our competitive position would be impacted and our business, results of operations and financial condition may be materially adversely affected.
We primarily compete in the ADAS and AD solutions market in China, which are characterized by high competition and constant changes, including rapid technological evolution, frequent introductions of new solutions, continual shifts in customer demands and periodic emergence of new industry standards and practices. We also intend to expand our global presence by following the footprints of our customers into regions such as Japan, South Korea and Europe. The competitive landscape of these markets is subject to ongoing evolution as it is heavily affected by the general economic, political, regulatory and social conditions of such market and the competitive advancements in technology. Despite high barriers to entry, there will be evolving uncertainties over the competitive nature of these markets as new entrants may establish themselves. We also face fierce competition from other technologically advanced ADAS and AD solutions providers and high-profile OEMs whose activities directly affect and shape the pace of competition. Although OEMs who engage in self-development of ADAS and AD solutions do not sell their product solutions to third-parties, and therefore do not compete with us directly, their R&D efforts may affect the competitive landscape of the market we operate in. Instead of direct competition, we consider OEMs' R&D efforts essential to further the development of the ADAS/AD technology. More software and hardware companies, as well as automotive enterprises, are joining in the research and development and
product advancements. Therefore, it is essential for us to maintain a leading position in product technology to adapt to and lead the changes in the industry landscape. This represents both indirect competition and an opportunity for us, as we can provide the technological foundation to empower these players. However, we cannot assure you that we can maintain the leading position in the ADAS and AD solution market. According to CIC, over the past five years, at least five domestic companies have indicated that they are engaged in the research and development of products focused on ADAS and AD functionalities, or have stated that they have made some progress in specific areas related to these technologies. Under this global competitive environment, China's passenger vehicle market is particularly competitive, and the demand for vehicles equipped with ADAS and AD solutions may be volatile. Factors affecting competition include, among others, technological innovation, product quality and safety, product pricing, sales efficiency, manufacturing efficiency, quality of services and branding. Increasing competition may lead to, among other things, lower vehicle unit sales and decreased pricing on vehicles sold. Our future success will depend on our ability to develop superior solutions and to maintain our leading competitive position with respect to our technological advances over our existing and any new competitors. Although we believe that we are one of a few providers of ADAS and AD solutions with unique software and hardware co-optimizing capabilities that are essential to compete effectively in the ADAS and AD solutions industry, there are significant challenges to stay competitive and we face competition from other competitors, some of which have greater resources than we do.
The market opportunities that we are pursuing are at an early stage of development, and it is difficult to predict customer demand or penetration rates for our solutions. Our technology targeting ADAS and AD solutions requires significant investment and considerable time-to-market, and may not be commercially successful on a large scale in the short term, or at all. Although we have managed to accumulate demand and recognition for our solutions to a certain degree due to our investment in research and development, our future growth depends in part on the overall development trend of the ADAS and AD solutions and auto industry acceptance of our technology. Our business is characterized by rapid changes as well as new and disruptive technologies. Competitors might introduce innovative solutions or adopt disruptive technologies that could further increase competition. The rapid pace of technological innovation poses a significant risk to our business. As disruptive technologies continue to emerge, they have the potential to reshape customer behaviors and preferences. This evolution may render our existing technology solutions obsolete, potentially diminishing our competitive edge. If we fail to adapt to these changes or invest in the necessary research and development to keep up with industry advancements, we may lose market share and face challenges in meeting customer expectations. Consequently, our financial performance and growth prospects could be adversely affected.
Our business and future operating results will depend on our ability to upgrade existing ADAS and AD solutions and underlying technology pillars, and introduce new ones that incorporate the latest technological advancements to satisfy evolving demands, including customer, regulatory, safety, and sensory requirements. Our success will depend, in part, on our ability to respond to these changes and invest in research and technology accordingly in a cost-effective and timely manner. We need to develop expertise across different industry sectors and constantly anticipate the emergence of new technologies and assess their market acceptance.
We must continue to accurately forecast customer demand in ADAS and AD solutions in order to design and develop technology pillars that can meet customer needs. In fast-paced industries subject to rapid technological change, our algorithms must be continually updated to remain competitive in the market to continually deliver effective solutions to our customers.
We must continually refine our technology pillars underlying our ADAS and AD solutions, which include, namely, algorithm, BPU, OpenExplorer, TogetheROS, AIDI and other software to provide our customers with effective and flexible solutions that allow them to develop and upgrade algorithms and applications which enhance the competitiveness of their automobile products. If our solutions do not meet the evolving and increasing level of demands from our customers, our customers may not incorporate our solutions into their own products, which will reduce the demands for our solutions unless we invest additional resources to cater to such customers' specific demands. To this end, we must cooperate effectively on new designs with OEMs and tier-one suppliers, respond effectively to technological changes or product announcements by our competitors, develop and deliver next-generation solutions, and adjust to changing market conditions and regulatory standards quickly and cost-effectively. We must continue to make considerable investments in research and development, which may take several years to ramp up, if at all, while improving our business capabilities in areas such as intellectual property, licensing, and customer service. We cannot assure you that our strategic direction will result in innovative solutions that provide value to our customers. For details, see "— We have been and intend to continue investing significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations and financial condition would be adversely affected." If we are unable to effectively develop our technology pillars, launch new solutions, or keep pace with rapid technological and industry changes, our competitive position would be impacted and our business, results of operations and financial condition could be materially adversely affected.
We have been and intend to continue investing significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations and financial condition would be adversely affected.
We have been investing heavily in our research and development efforts. Our research and development expenses were RMB1,143.6 million, RMB1,879.9 million, RMB2,366.3 million, RMB1,049.0 million and RMB1,419.7 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively, representing 245.0%, 207.6%, 152.5%, 282.4% – 55 –
以及我们各期收入的151.9%。我们所处的行业受到快速技术变革的影响，并在技术创新方面迅速演进。我们需要投入大量资源（包括财务资源）用于研发，以实现技术进步，从而扩展我们的产品供应，并使我们的解决方案在市场上保持创新性和竞争力。因此，我们预计研发费用将持续处于较高水平。
然而，我们在研发方面的支出可能无法产生相应的收益。我们一直专注于强调软件、算法和硬件深度集成与效率优化的研发工作，同时充分考虑行业对算法的理解，以及我们开发工具包的可用性和便利性。然而，我们无法保证所有研发努力均能带来我们预期的收益。研发活动本身具有不确定性，我们可能无法获得并留住足够的资源，包括合格的研发人员。我们在软硬件协同优化方面的研发努力可能无法奏效。即便我们的研发工作取得成功并产生预期成果，此类成果也可能无法按预期及时实现，我们在将研发成果商业化的过程中仍可能遇到实际困难。市场对软硬件协同优化方法的接受程度可能未达到我们的预期，这可能对我们的业务、前景、财务状况和经营业绩产生重大不利影响。鉴于自动驾驶相关技术已经并将持续以快速的节奏发展，我们可能无法以高效且具成本效益的方式及时升级我们的技术支柱，甚至完全无法实现。尽管我们持续投入研发支出，ADAS及自动驾驶解决方案行业的新技术仍可能使我们已开发或预期未来开发的解决方案变得过时或在商业上不可行，从而限制我们收回相关产品开发成本的能力，并可能导致我们的收入、盈利能力和市场份额下降。
我们无法确保ADAS及自动驾驶解决方案在未来将获得足够的市场采用以推动我们的增长，也无法确保行业发展及市场对ADAS及自动驾驶解决方案的接受程度将朝着有利于我们的方向发展。若智能汽车及ADAS和自动驾驶解决方案市场出现萎缩，或上述趋势未能按预期快速或积极发展，我们的业务、经营业绩和财务状况可能受到不利影响。
目前，ADAS正在成为最新车型的标准配置，整车制造商（OEM）和消费者对高级别自动驾驶解决方案的关注度日益提升。然而，这些市场的增长规模和速度仍存在相当大的不确定性。尽管我们迄今已成功推动对我们解决方案的需求增长，但这有赖于智能汽车及ADAS和自动驾驶解决方案作为汽车行业增长细分市场这一趋势的持续发展。因此，我们的增长高度依赖于消费者在全球范围内对ADAS及自动驾驶解决方案的采用，以及整车制造商维持并提升消费者对ADAS及自动驾驶解决方案接受程度的能力。然而，行业所受到的关注程度取决于全球经济的总体发展，尤其是先进工业化经济体的发展状况。
Within the automotive industry, our long-term growth opportunity will come from the increasing emphasis on autonomous driving, which will require technological innovations of increasing complexity in algorithms, software and hardware capabilities, and which are not guaranteed developments for our industry or for our business. We cannot assure you that full autonomous driving will ever be commercialized or that our industry or technology can move from current levels of partial or conditional automation to full automation as predicted. Various functions and capabilities are in different stages of development and their reliability must continue to improve in order to meet the higher standards required for autonomous driving solutions. We are also affected by industry trends such as consumer demand and market acceptance for full autonomous driving, which has furthered interest in our ADAS and AD solutions and aided our growth to date, but there is no assurance that full autonomous driving will receive full market acceptance even if technologically feasible. Market acceptance of ADAS and AD solutions may also be adversely affected by safety incidents involving ADAS and AD solutions, even if the incidents do not involve our solutions. If the market that we operate in does not grow as we expect, our revenue may decline or fail to grow.
We have also seen an increased demand for our technology and the growth of our business that correlates with driver awareness and acceptance of the safety features our ADAS and AD solutions provide. This acceptance and awareness are primarily due to the influence of regulators and safety organizations that provide both mandates and incentives to OEMs to include active safety technology in their vehicle models. However, should there be a slowing of the increasing requirements for active safety technology, our growth might be limited and our business, results of operations and financial condition may be adversely affected. Conversely, if regulatory requirements of the smart vehicle sector tighten to impose a chilling effect on the industry, we may be adversely affected if there is a diminished demand for our solutions. External economy-wide and industry trends may impact our prospects by diminishing demand for industry and our solutions, negatively affecting our business operations, results of operations and financial condition.
We may not be able to successfully expand our market share given the intense competition, and even if we can, an expansion of market share may not lead to profitability.
The ADAS and AD solutions market in China, where we operate, is highly competitive. For details, see "— We operate in a competitive market subject to an evolving landscape. If we fail to meet evolving customer needs or the pace of industry innovation by improving our existing solutions and introducing new solutions in a timely and cost-effective manner, our competitive position would be impacted and our business, results of operations and financial condition may be materially adversely affected." We compete with many other players in the industry whose businesses include the design and development of software, algorithms and hardware related to ADAS and AD. We face increasingly intense competition with other leading players in various aspects of our business, including solution coverage, product design, processing capabilities as well as consumer experience. See "Industry Overview." Competing against players with more advanced technologies, products, and solutions may hinder our ability to successfully expand our market share. Additionally, we might face competition from
new entrants offering lower prices, which could impact our profitability. As a result of the foregoing, our competitors may be more competitive, including having better financial resources and/or being able to offer products at lower prices or with more favorable payment terms. If we cannot compete effectively with existing or future competitors, our business, results of operations and financial condition could be materially and adversely affected. Furthermore, even if we are able to compete effectively, the expansion of market share may come at the expense of our profitability, which may adversely affect our business, results of operations and financial condition.
The interruption of requisite services from third-party partners may expose us to supply chain risk that could harm our business.
A large number of suppliers provide materials, equipment and services that are used in our ADAS and AD solutions and other aspects of our business. Where possible, we seek to have several sources of supply. However, for certain materials, equipment, and services, especially with respect to the manufacturing of our processing hardware, we rely on a single or a limited number of partners. For details, see "— We depend on a limited number of third-party business partners for certain essential materials, equipment and services." Delays and other problems experienced by our partners could negatively affect our business operations.
Our major suppliers are primarily manufacturers, assembly and testing service providers, and IP vendors and EDA vendors. Charges from our largest supplier for the years ended December 31, 2021, 2022 and 2023 and for the six months ended June 30, 2024 accounted for 20.8%, 15.7%, 19.5% and 12.0%, respectively, of our total purchase amount in each year/period during those respective periods. Charges from our five largest suppliers for the years ended December 31, 2021, 2022 and 2023 and for the six months ended June 30, 2024 accounted for 52.0%, 61.8%, 50.2% and 40.8%, respectively, of our total purchase amount in each year/period during those respective periods. For details, see "Business — Our Suppliers — Top Five Suppliers." The stability of operations and business strategies of our suppliers are beyond our control, and we cannot assure you that we will be able to secure a stable relationship with such suppliers. Finding and qualifying alternate or additional suppliers and vendors is often a lengthy process and can lead to production delays, interruptions to our services, or additional costs, and such alternatives are sometimes not available at all. The inability of suppliers or vendors to deliver necessary production materials, equipment, or services can disrupt our provision of required solutions and make it more difficult for us to implement our business strategy.
As our business grows, we must continue to scale and adapt our supply chain or it could have an adverse impact on our business. Therefore, we face several significant risks which could have an adverse effect on our ability to meet customer demand, scale our supply chain and/or negatively impact our business operations, gross margin, revenue and/or financial results, including:
• a failure by our suppliers to procure raw materials or to provide or allocate adequate, or any, manufacturing or test capacity for our processing hardware;
• a lack of direct control over delivery schedules or quantity and quality of our processing hardware; and
• delays in processing hardware shipments, shortages, a decrease in processing hardware quality and/or higher expenses in the event our manufacturing partners prioritize our competitors' orders over our orders or otherwise.
Moreover, we face uncertainty in the continuation of these relationships if our suppliers ever choose to not partner with us and instead form collaborations with our competitors. The foregoing possibilities could reduce our ability to successfully execute our business strategy and create competitive, appealing and user-friendly solutions for our customers. In particular, our solutions may become less attractive in the market if we lose partner relations that have improved their user experience and functionalities. It may be necessary in the future to renegotiate agreements relating to various aspects of these collaborations or business partnerships. The uncertainty of our business relations and the possibility of competitive conditions leading to unfavorable outcomes may have a material adverse impact on our business operations, results of operations, and financial condition.
Although we strive to diversify our supplier network and localize our overall supply chain, finding alternate or additional suppliers is often a lengthy process and can lead to production delays, interruptions to our services, or additional costs, and such alternatives are sometimes not available at all. The inability of suppliers to deliver necessary production materials, equipment, or services can disrupt the production processes of our solutions and make it more difficult for us to implement our business strategy. Our suppliers may periodically extend lead times, face capacity constraints, limit supplies, increase prices, experience quality issues, or encounter cybersecurity or other issues that can interrupt or increase the cost of our supply and services. Production of our solutions can be disrupted by the unavailability of resources. The unavailability or reduced availability of materials or resources would require us to reduce production or incur additional costs, which would harm our business, results of operations and financial condition.
此外，由于我们使用多种材料和服务并依赖多家供应商及供货商，但并不直接控制该等供应商及供货商的采购或雇佣行为，我们可能因供应商及供货商的行为而承受财务或声誉风险。在我们无法管理上述风险的情况下，我们及时提供具有竞争力的解决方案的能力将受到损害，我们的成本将会增加，且我们的业务、经营业绩及财务状况将受到不利影响。
我们不自行生产处理硬件，亦不拥有或运营相关制造设施。相反，我们依赖数量有限的合作伙伴提供相关服务，这降低了我们对质量、制造良率、开发、改进及交付时间表的控制。尤其是，我们依赖一家行业领先的跨国半导体制造商（"供应商A"）为我们制造处理硬件。有关供应商A的背景及交易金额的详情，请参阅"业务——我们的供应商"。由于我们的处理硬件所涉及的技术较为复杂，从供应商A转换至新制造商需要相当长的时间方可完成；若供应商A参与制造我们处理硬件的任何设施发生灾难或其他业务中断，引入新制造商亦需耗费大量时间，且很可能导致我们库存不足，从而对我们的业务、经营业绩及财务状况产生不利影响。尽管我们已从战略层面提高了处理硬件的库存水平，但我们仍面临供应商A可能无法满足我们未来对处理硬件的需求或完全停止运营的风险。我们与供应商A之间未签订任何长期协议，据弗若斯特沙利文（CIC）称，此为供应商A的惯例做法。此外，我们还面临供应商A因全球半导体短缺而提高成本的风险，尤其是在我们与供应商A的合同关系以采购订单为基础、未锁定长期费率，且双方均可随时终止该安排的情况下。
同样，我们亦依赖若干其他主要第三方业务合作伙伴来制造我们的处理硬件。例如，我们依赖一家封装及测试服务提供商（"供应商C"）对供应商A制造的中间处理硬件进行封装及测试。有关供应商C的背景及交易金额的详情，请参阅"业务——我们的供应商"。供应商C作为典型的外包封装及测试供应商，协助我们完成处理硬件的封装测试并将成品交付予我们。此外，我们依赖电子设计自动化（"EDA"）工具对我们处理硬件的设计进行验证，并依赖我们的EDA合作伙伴提供所需的EDA服务，以支持我们设计处理硬件。若任何合作伙伴未能按照约定的方式、质量及时间表履行其各自的义务，我们可能无法及时以商业上可接受的条款找到合适的替代方案。若无法及时从上述第三方合作伙伴处采购足量的优质供应品及其他组件，可能会对我们的业务运营及财务状况产生负面影响。
除了制造我们的处理硬件外，我们还与各类第三方硬件及软件合作伙伴建立了合作关系，以进一步增强我们的ADAS及自动驾驶解决方案的能力。这些合作伙伴通常包括软件及算法开发商、一级供应商以及外围硬件制造商。然而，我们的合作伙伴可能随时改变其合作模式，任何潜在的合作关系损失均可能对我们的业务产生不利影响。我们的软件及算法合作伙伴利用我们的技术支柱在其专业领域开发应用软件，若我们无法有效为其开发提供技术支持，我们解决方案在我们技术专长以外领域的软件产品供应可能减少，我们解决方案的开放性也可能相应降低。我们的一级供应商在系统层面对其产品进行定制和优化，以开发符合汽车级安全、可靠性及质量标准的控制器及其他模块。与这些一级供应商的合作有助于我们的ADAS及自动驾驶解决方案通过这些一级供应商既有的商业网络触达更多整车制造商，若缺乏其合作，我们解决方案的商业覆盖范围及我们满足汽车级标准的能力将会减弱。外围硬件制造商与我们合作，提供与我们解决方案兼容的硬件，若缺乏其合作，我们将无法为客户提供包含重要外围硬件组件的有效参考设计。此外，国际贸易、出口管制及制裁政策和措施、地缘政治及贸易保护措施（包括贸易限制及制裁的实施）亦可能对我们获取所需服务或供应的能力产生不利影响。请参阅"——我们面临与制裁及出口管制法律法规、国际贸易政策以及国内外智能汽车及相关技术法律法规发展相关的风险，我们的业务、财务状况及经营业绩可能受到不利影响。"
我们面临与第三方服务提供商所受监管及公众审查加强相关的风险。若相关方、其关联方及/或网络成员受到监管或公众审查（例如调查及负面报道），我们的声誉、业务及经营业绩可能受到不利影响。
我们就若干专业服务聘用第三方服务提供商，包括审计、法律、税务及咨询服务。我们的第三方服务提供商、其关联方及/或网络机构可能不时受到监管及公众审查力度加强的影响，包括监管机构的调查、向监管机构的投诉、负面媒体报道及恶意指控。若我们的任何第三方服务提供商或其关联方及/或网络成员受到监管处罚、制裁或暂停执业，或被认定违反任何适用规则及法规，其向我们提供服务的能力可能受到不利影响，进而可能对我们的声誉造成不利影响，对我们的业务运营、财务报告及/或法律和税务合规造成不利影响或干扰，导致我们产生额外服务成本，并使我们受到公众审查。
例如，我们申报会计师的网络公司最近因对一家与我们集团无关的中国公司进行审计工作，遭到中国当局的调查，中国当局因此对该网络公司处以罚款、制裁及六个月暂停营业，并关闭当地办事处。根据香港会计及财务汇报局（"财汇局"）发出的新闻稿，我们的申报会计师亦正就同一中国公司的关联实体的审计工作，接受财汇局的调查。截至最后实际可行日期，调查仍在进行中。我们正密切关注此事态发展，以评估其潜在影响。我们可能需要采取具体措施，包括在认为必要时聘请新的审计师。如果我们未能及时找到合适的替代方案，我们未来的审计及财务报告流程可能会受到延误。
我们的客户集中度一直较高，目前我们相当大比例的收入来自数量有限的客户。客户集中度风险依然存在，若我们失去任何主要客户或被阻止向其销售产品，我们的收入可能受到不利影响。
在可预见的未来，我们的经营业绩将继续依赖与数量有限的整车制造商（OEM）及一级供应商签订的合同，以及这些客户销售采用我们解决方案的产品的能力。截至2021年、2022年及2023年12月31日止年度以及截至2024年6月30日止六个月，我们最大客户产生的收入分别占各相关年度/期间总收入的24.7%、16.0%、40.4%及37.6%。截至2021年、2022年及2023年12月31日止年度以及截至2024年6月30日止六个月，我们五大客户产生的收入分别占各相关年度/期间总收入的60.7%、53.2%、68.8%及77.9%。此外，任何单一主要客户的应占收入金额（包括CARIZON，其为2023年及截至2024年6月30日止六个月我们的最大客户）在任何特定期间均可能出现波动。如果我们的任何主要客户缩减或终止与我们的业务关系，或我们无法与其协商有利的合同条款，或我们完全无法以有利或相当的条款争取新客户，我们的业务、财务状况及经营业绩可能受到重大不利影响。详情请参阅"业务——我们的客户——五大客户"。尽管我们已与许多客户签订框架采购协议，但此类协议通常不强制要求客户按任何特定数量购买我们的解决方案。现有客户的销售损失仍存在对我们收入造成不利影响的风险。未来，这些客户可能决定减少购买我们的解决方案，不将我们的解决方案纳入其业务，推迟购买我们的解决方案，转向购买竞争对手的解决方案，或以其他方式改变其采购模式，原因尤其包括：
• 由于汽车行业的市场整合，我们整车制造商客户的数量可能减少。
科技公司、整车厂商（OEM）及一级供应商已开始自主研发，并可能继续自主研发与我们类似的ADAS及自动驾驶解决方案或相关技术，从而可能减少其对我们解决方案的需求。
越来越多的成熟及新兴科技公司、OEM及一级供应商已经进入或据报道计划进入ADAS及自动驾驶解决方案市场。其中部分企业拥有远比我们雄厚或更为成熟的资源，可用于ADAS及自动驾驶解决方案产品的设计、开发、制造、分销、推广、销售及支持。过去曾采购我们解决方案的OEM可能决定自行设计内部解决方案，以替代其当前使用的我们的解决方案。此外，我们的一级供应商客户可能正在开发或将来可能开发具有竞争性的解决方案。客户的上述任何自主研发努力，尤其是在取得成功的情况下，可能会减少其对我们解决方案的需求，并对我们的经营及财务业绩产生负面影响。
我们面临与制裁及出口管制法律法规、国际贸易政策，以及不断发展演变的国内外智能汽车及相关技术法规相关的风险，我们的业务、财务状况及经营业绩可能因此受到不利影响。
我们的运营可能受到我们在其中运营或与之开展业务的国家政府当局所实施的贸易政策、制裁、出口管制及其他法规的负面影响，包括但不限于对经济及劳动条件的监管、关税增加、税收提高及其他成本上升。我们在特定国家销售解决方案的利润率，以及销售含有特定外国供应商零部件的解决方案的利润率，可能受到国际贸易法规（包括关税、进口税及反倾销处罚）的重大不利影响。除贸易政策措施外，美国及部分其他国家政府已经实施并可能进一步采取额外的制裁、出口管制及其他监管措施，这些措施直接或间接影响在中国运营的科技公司。上述类型的法律法规可能面临频繁变动，其实施、解读及执行存在重大不确定性，而潜在的国家安全考量或其他我们无法控制的因素可能进一步加剧此种不确定性。未来不同司法管辖区可能施加类似或更为广泛的限制。我们需要建立更为严格的内部控制及风险管理政策，以确保切实遵守上述限制，这需要投入大量资源与努力。此外，此类潜在限制可能对我们及我们的技术合作伙伴获取对业务运营至关重要的技术、系统、设备或零部件的能力造成重大不利影响。上述任何发展均可能影响我们、我们的客户和/或供应商，或对整体经济状况产生影响，进而对我们的业务及财务状况造成不利影响。
In respect of tariffs, on May 14, 2024, the Office of the United States Trade Representative announced a plan to raise the tariff rate applicable to U.S. imports of electric vehicles from China from 25% to 100%, and the Biden administration has said that they expect these higher tariff rates on electric vehicle imports to become applicable at some point in 2024. Separately, from August 21, 2024, the European Commission imposed higher tariffs on imports of electric vehicles made in China. These new tariffs, which will apply across the European Union, range from 17.0% to 36.3%, depending on the OEM that produced the vehicle. These new tariffs are applicable to electric vehicles, not the ADAS and AD solutions that we sell; accordingly, these new U.S. and EU tariffs are not applicable to our sales. However, these tariffs may adversely impact the sales of some of our OEM customers in Europe and deter our customers from pursuing sales in the United States, and if their production is reduced due to decreased demand from these markets, they may reduce their purchases of our solutions. See "Regulatory Overview — Tariff" for more details.
In addition to tariffs, certain foreign jurisdictions, in particular the United States, the European Union and the United Kingdom, impose economic sanctions against countries and specific entities and individuals as part of their national security policies. These economic sanctions include those implemented by the U.S. Department of the Treasury's Office of Foreign Assets Control, or OFAC sanctions. In particular, in response to Russia's conflict with Ukraine, these jurisdictions have imposed far-reaching sanctions and export controls restrictions on Russia, many Russian entities and individuals, and entities in other countries that do business with Russia. As a result of these sanctions, sales to Russia, other business in Russia, and business with sanctioned entities or individuals are subject to heightened regulatory risks. These measures, as well as other economic and trade sanctions measures maintained by the United States, the European Union, and other jurisdictions, may prohibit or restrict our ability to conduct activities or dealings in or with certain targeted countries and territories or involving certain targeted persons, or otherwise affect our business. Although we take steps to comply with applicable laws and regulations, any failure by us to comply with applicable sanctions or export controls rules may expose us to negative legal, business and reputational consequences (including civil or criminal penalties), the loss of access to controlled technologies, and government investigations. The United States, the European Union, the United Kingdom or other jurisdictions could implement sanctions that restrict certain of our operations and adversely affect our business, results of operations, and financial condition, and these measures could materially and adversely affect our business and prospects. See "Regulatory Overview — Sanctions Laws and Regulations" for more details.
Likewise, potential national security and foreign policy concerns may prompt governments to impose trade or other restrictions, which could make it more difficult to sell our solutions in, or restrict our access to, certain markets. In this regard, various trade, export controls, and economic sanctions laws and regulations may affect our businesses. For instance, in recent years, the United States has expanded sanctions and export controls restrictions on China through the Export Administration Regulations (the "EAR"), administered by the Bureau of Industry and Security of the U.S. Department of Commerce (the "BIS"). In addition to the United States, Japan, the Netherlands and various other governments are also imposing controls, licensing requirements and restrictions applicable to exports to China. These types of
restrictions could impact our ability to supply customers of affected countries, territories and entities and could restrict our ability to obtain components and technologies we incorporate in or use to develop our solutions. Moreover, in August 2022, the U.S. enacted the Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022. Such act aims to strengthen U.S. domestic semiconductor manufacturing, design and research, fortify the economy and national security, and to help the U.S. compete economically against China.
With respect to U.S. export controls, in October 2022, BIS issued an interim final rule (the "BIS October 2022 IFR") aimed at restricting China's ability to obtain advanced computing integrated circuits, develop and maintain supercomputers, and manufacture advanced semiconductors. In October 2023, BIS issued another interim final rule (the "BIS October 2023 IFR") that updated and expanded U.S. export controls imposed by the BIS October 2022 IFR (collectively, and together with the BIS's April 2024 interim final rule making technical corrections and clarifications to the BIS October 2023 IFR, the "BIS 2022/23 IFRs"). Among other measures, the BIS 2022/23 IFRs add to the Commerce Control List (which is a list of commodities, software, and technologies that are subject to the EAR's more restrictive controls) certain advanced and high-performance computing integrated circuits and computer commodities that contain these integrated circuits, and impose new or expanded license requirements for items subject to the EAR destined for an end-use in the development or production of supercomputers, certain types of advanced node integrated circuits and advanced, or semiconductor manufacturing equipment in certain jurisdictions, including China.
In addition to the restrictions introduced by the BIS 2022/23 IFRs, BIS maintains lists of persons that are subject to enhanced export control restrictions. One such list, the Entity List, includes a list of foreign persons on which certain trade restrictions are imposed, including business, research institutions, government and private organizations, individuals and other types of legal persons. The United States in recent years has placed an increasing number of entities, including a number of entities in China, on the Entity List and other restricted or prohibited parties lists. Given the sudden and unpredictable nature of these determinations, it is difficult to predict developments in this area and we have no ability to influence such determinations.
We believe that the EAR, including the BIS 2022/23 IFRs, have not meaningfully impacted our ability to obtain the semiconductors and other technology that we incorporate into our ADAS and AD solutions or that we otherwise use in our business, or our ability to make sales to either our current customers or prospective customers that we expect to sell to as we expand our business. See "Regulatory Overview — U.S. Export Control Laws and Regulations" and "Business — U.S. Export Control Laws and Regulations" for more details. However, as the Entity List and other sanctions and export controls laws and regulations, including the EAR's de minimis rule and the FRPR, continue to expand and evolve, future sanctions and export controls may materially affect or target some of our significant customers or suppliers, raw materials or key components or technologies necessary for our operations, in which event our business may be affected if we fail to promptly secure alternative customers or sources of supply on terms acceptable to us. These export controls could adversely affect us and/or our supply chain, business partners, or customers, and our business, financial condition, and results of operations may be significantly affected by the continued international trade and political tensions.
如果新的制裁和出口管制措施（包括对EAR最低限额规则和FDPR的修改）包含对特定实体产品销售的完全或更严格的禁令，不仅可能影响我们继续向受影响客户供应解决方案的能力，还可能对客户对我们解决方案的需求产生负面影响，甚至可能导致ADAS和AD解决方案供应链发生变化（就涉及使用受EAR或其他适用法规约束的物项而言）。随着我们的解决方案在技术上日益先进，制裁和出口管制法规限制我们获取生产所需组件或技术、或以其他方式出口或转让我们产品和解决方案的可能性也随之增加。即使我们的ADAS和AD解决方案并非此类制裁和出口管制的直接目标，由于我们的客户和业务合作伙伴可能受到针对中国的制裁和出口管制措施的负面影响，我们在供应链方面仍可能面临更高的成本和费用。
美国政府近期以国家安全和经济利益为由，加强了对美国汽车行业中国技术的监管审查。例如，2024年2月29日，美国商务部就"联网汽车"可能对美国构成的风险展开研究；2024年3月1日，商务部发布了一项拟议规则制定预先通知（"ANPRM"），就特定国家（包括中国）向美国联网汽车信息通信技术和服务供应链提供输入（包括软件和硬件）的相关问题征求意见。在ANPRM的基础上，2024年9月26日，BIS发布了一项拟议规则，该规则将禁止从中国或俄罗斯进口与车辆连接系统（"VCS"）相关的特定硬件。该拟议规则还将禁止进口或在美国境内销售搭载了与VCS或自动驾驶系统相关的特定软件的完整联网汽车，并禁止由中国或俄罗斯所有、控制或受其管辖的制造商在美国境内销售含有上述VCS硬件或受管软件的完整联网汽车。对VCS硬件和受管软件的禁令适用条件为：上述硬件或软件系由中国或俄罗斯所有、控制或受其管辖的人员设计、开发、制造或供应。上述禁令将分阶段生效，从2027年款车型开始实施，并于2030年款车型全面落实。对拟议规则的意见反馈截止日期为2024年10月28日，最终规则预计在考虑上述意见后发布。尽管我们目前不向美国境内的客户销售产品，也不向将其纳入面向美国销售产品的客户供货，且无此类意向，但上述拟议规则或类似法规可能限制我们解决方案的潜在市场，尤其是针对美国市场终端用户的部分。其他国家也可能考虑并采取类似的技术限制措施。因此，我们可能受到新的制裁和出口管制或其他贸易相关措施的不利影响，从而对我们的业务、财务状况和经营业绩造成损害。
Moreover, in response to Russia's conflict with Ukraine, the United States, the European Union, and various other jurisdictions have imposed far-reaching sanctions and export controls restrictions on Russia and many Russian entities and individuals such that sales to or other business in Russia or with such restricted entities or individuals are subject to heightened regulatory risks. These measures, as well as other economic and trade sanctions measures maintained by the United States, the European Union, and other jurisdictions, may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain targeted countries and territories or involving certain targeted persons, or otherwise affect our business. New measures imposed by the United States, the European Union, or others could restrict certain of our operations and adversely affect our business, results of operations, and financial condition. Although we take steps to comply with applicable laws and regulations, our failure to successfully comply with applicable sanctions or export controls rules may expose us to negative legal and business consequences, including civil or criminal penalties, the loss of access to controlled technologies, and government investigations.
我们的运营历史有限，这使得预测我们未来的经营业绩较为困难，且我们的历史增长可能并不代表未来的表现。 We have a limited operating history, which makes it difficult to forecast our future results of operations, and our historical growth may not be indicative of our future performance.
我们于2015年开始运营。由于运营历史有限，我们准确预测未来经营业绩的能力受到诸多不确定性因素的影响，例如我们规划和预测未来增长的能力。自运营开始以来，我们经历了快速增长。然而，我们的历史业绩可能无法为评估我们的业务、经营业绩、财务状况及前景提供有意义的参考依据，我们可能会遭遇未预见的支出、困难、复杂情况、延误及其他已知和未知因素，并可能无法在未来期间取得令人期待的业绩。在未来期间，我们的收入增长可能因多种原因而放缓甚至下滑，包括对我们解决方案和技术需求的减弱、竞争加剧、技术重大变革、我们可触达总市场规模增长率下降，或我们未能继续把握增长机遇。若我们对风险及未来收入增长所作的假设被证明有误，或我们未能有效应对不确定性和挑战，我们的经营及财务业绩可能与预测出现偏差，我们的经营业绩及财务状况可能受到重大不利影响。 We commenced operations in 2015. As a result of our limited operating history, our ability to accurately forecast our future results of operations is subject to a number of uncertainties such as our ability to plan for and model future growth. We have experienced rapid growth since the inception of our operations. However, our historical results may not provide a meaningful basis for evaluating our business, results of operations, financial condition and prospects, and we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors, and may not be able to achieve promising results in future periods. In future periods, our revenue growth may slow down or even decline for a number of reasons, including slowing demand for our solutions and technologies, intensified competition, material changes in technology, declining growth rate of our total addressable market, or our failure to continue to take advantage of growth opportunities. If our assumptions regarding risks and our future revenue growth turn out to be incorrect or if we do not respond effectively to uncertainties and challenges, our operating and financial results could differ from our forecast, and our results of operations and financial condition could be materially and adversely affected.
随着我们持续增长，我们可能无法有效管理增长并扩展业务，这可能对我们的运营表现、财务状况及经营业绩产生不利影响。 As we continue to grow, we may not be able to effectively manage our growth and expand our operations, which could negatively impact our operation performance, financial condition and results of operations.
过去数年，我们经历了显著的增长。我们在行业价值链中担任二级供应商的角色，绝大部分收入来源于向整车厂（OEM）及一级供应商销售ADAS及自动驾驶解决方案，以及相关许可和服务。我们主要通过向客户销售和交付ADAS及自动驾驶解决方案（"解决方案交付模式"）和/或提供许可及相关服务（"许可与服务模式"）来获得收益。详情请参阅"业务——我们的产品与服务"。 We have experienced significant growth in the past years. We act as a tier-two supplier in the industry value chain and generate the vast majority of our revenue from the sale of ADAS and AD solutions to OEMs and tier-one suppliers as well as related license and services. We primarily make money from sale and delivery of our ADAS and AD solutions ("Solution Delivery Model") and/or providing licensing and related services ("Licensing and Service Model") to our customers. For details, see "Business — Our Products and Services."
得益于我们的变现策略，我们的收入从2021年的人民币4.667亿元（约RMB466.7 million）显著增长至2022年的人民币9.057亿元（约RMB905.7 million），并进一步增长至2023年的人民币15.516亿元（约RMB1,551.6 million）。我们的收入从2023年上半年（截至2023年6月30日止六个月）的人民币3.715亿元（约RMB371.5 million）增长至2024年上半年（截至2024年6月30日止六个月）的人民币9.346亿元（约RMB934.6 million）。截至2023年12月31日，地平线Mono（Horizon Mono）已被逾200款OEM车型选用，地平线Pilot（Horizon Pilot）已被逾25款OEM车型选用。我们计划通过多种方式进一步拓展业务，包括投入技术研发、争取更多现有及新客户的量产合同、强化品牌认知度，以及拓展解决方案以赋能全球合作伙伴。我们未来的经营业绩在很大程度上将取决于我们能否成功管理业务扩张与增长。 Benefiting from our monetization strategy, our revenues increased significantly from
RMB466.7 million in 2021 to RMB905.7 million in 2022, and further to RMB1,551.6 million in 2023. Our revenue increased from RMB371.5 million for the six months ended June 30, 2023 to RMB934.6 million for the six months ended June 30, 2024. As of December 31, 2023, Horizon Mono has been the choice of more than 200 OEM car models and Horizon Pilot has been the choice of more than 25 OEM car models. We plan to further grow our business by, among other things, investing in technology, winning additional mass production contracts with existing and new customers, strengthening our brand recognition, and expanding our solutions to enable global partners. Our future operating results will depend to a large extent on our ability to manage our expansion and growth successfully.
• 管理一个拥有更多员工、涵盖不同部门的更大规模组织； managing a larger organization with a greater number of employees in different divisions;
• 建立或扩展研发、销售及服务设施； establishing or expanding research and development, sales and service facilities;
• 改善我们的运营、财务及管理控制机制、合规计划及报告系统；以及 improving our operational, financial and management controls, compliance programs and reporting systems; and
• 开拓新市场并应对可能出现的不可预见的挑战。 addressing new markets and potentially unforeseen challenges as they arise.
我们可能面临与ADAS及自动驾驶技术相关的风险。乘用车所使用的ADAS及自动驾驶技术高度复杂，可能存在缺陷或以其他方式未能达到预期性能，这可能降低市场对我们ADAS及自动驾驶解决方案的采用率，损害我们在现有或潜在客户中的声誉，使我们在国内外面临产品责任、质量及其他索赔，并对我们的经营业绩产生不利影响。
ADAS及自动驾驶解决方案及相关产品和服务销售给一级供应商及整车厂商，并安装于车辆上。这些解决方案技术性极强、极为复杂，对制造工艺要求极高，在未来的各个开发阶段很可能出现缺陷、错误或可靠性问题。我们可能无法及时发布新解决方案、制造现有解决方案、纠正已出现的问题，或无法以令客户满意的方式解决此类问题。此外，未被发现的错误、缺陷或安全漏洞，尤其是在新解决方案推出或新版本发布之际，可能对搭载ADAS及自动驾驶解决方案的车辆终端用户和/或乘客，以及周围区域的人员造成严重伤害甚至死亡，并可能导致针对底层ADAS及自动驾驶解决方案提供商的诉讼、负面舆论及其他后果。上述风险在ADAS及自动驾驶解决方案行业中尤为突出。
ADAS及自动驾驶解决方案存在一定风险，与此类技术相关的事故时有发生。我们解决方案中的某些错误或缺陷可能仅在经客户测试、商业化及部署后才被发现，在此情况下，我们可能承担大量额外开发费用及产品召回、维修、更换费用或赔偿责任。ADAS及自动驾驶解决方案的安全性在一定程度上依赖于驾驶员的交互操作，而驾驶员可能尚不习惯使用此类技术。若发生与我们ADAS及自动驾驶解决方案相关的事故，我们可能面临责任追究、索赔、政府审查及进一步监管。此类问题可能损害我们的声誉或品牌，并导致客户不愿购买我们的解决方案，从而对我们留住现有客户及吸引新客户的能力产生不利影响，并对我们的财务业绩造成不利影响。尽管我们会尽力以最有效、最迅速的方式解决我们在ADAS及自动驾驶解决方案中观察到的任何问题，但此类努力可能不够及时、可能妨碍生产，或可能无法令客户满意。此外，由第三方ADAS及自动驾驶解决方案引发的事故或缺陷，可能对自动驾驶技术的公众认知产生负面影响，或导致针对自动驾驶技术的监管限制。
此外，我们ADAS及自动驾驶解决方案中的任何缺陷或重大故障，可能削弱客户对ADAS及自动驾驶解决方案的信心。由于ADAS及自动驾驶解决方案市场仍处于发展演变之中，客户信心的丧失可能对该市场的整体前景以及我们的业务发展前景产生重大不利影响。
Our ADAS and AD solutions may be affected by regulatory restrictions. For example, our research and development activities on ADAS and AD solutions are subject to regulatory restrictions on autonomous driving. See "Regulatory Overview — Regulations on Autonomous Driving" for more details. Any tightening of regulatory restrictions could have a material adverse impact on our development of ADAS and AD solutions.
In addition, the success of our ADAS and AD solutions depends on our successful development of algorithms, and processing efficiencies of our processing hardware, and there is no assurance that we can effectively develop our algorithms or improve efficiencies of our processing hardware to maintain our competitiveness. Failure to deliver constant algorithm innovation may adversely affect our business, financial condition and results of operations. In addition, the performance level of advanced and sophisticated algorithms is often limited by processing efficiencies, capacity and power efficiency of the processing hardware that runs the algorithms. Such constraint is exacerbated in the domain of autonomous driving technology, as smart vehicles require continuous, accurate, and real-time situational awareness by processing a massive amount of multi-modal inputs. As such, our business and financial condition depend on our ability to effectively improve the processing efficiencies and capacity of our processing hardware to meet the future development of our algorithms for ADAS and AD solutions.
Our research and development as well as business operations are dependent on our executives and key employees. If we are unable to attract, retain and motivate these executives and employees, we may not be able to improve our solutions, obtain new business opportunities and successfully execute our business strategies.
The market for high-caliber workers and leaders in our industry is extremely competitive. To execute our business strategies successfully, we must attract, retain and motivate our executives and key employees. In particular, hiring qualified executives, scientists, engineers, technical staff and research and development personnel is costly and critical to our business. Competition for personnel results in increased costs in the form of cash and stock-based compensation. Nonetheless, we must recruit and develop diverse talent to remain competitive in our industry. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution. If we are less successful in our recruiting efforts, or if we cannot retain key employees or their knowledge, our ability to develop and deliver successful solutions may be adversely affected.
The interpretation and application of employment-related laws to our workforce practices may result in increased operating costs and less flexibility in how we meet our workforce needs. Changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations could impair our ability to attract and retain highly qualified employees. If we do not continue to anticipate and address the needs of our employees sufficiently and/or in a timely manner, their productivity could be impacted, or we could fail to retain them, which could have a material adverse impact on our future business operations, results of operations and financial condition.
The data privacy and data security laws, including those in China, are subject to rapid and evolving changes, imposing significant compliance requirements on us, and any failure or perceived failure to comply with such laws, or other concerns about our practices or policies with respect to the processing of data, could materially and adversely affect our business, financial condition, reputation and results of operations.
As our customers are OEMs and tier-one suppliers rather than individual consumers, we do not collect personal information from third parties for our research and development purposes. In the course of our research and development, we process data in compliance with the applicable legal requirements and cooperate with qualified partners responsible for desensitizing data and anonymizing personal information to ensure the data security. Nonetheless, our operations subject us to laws and regulations on data privacy and security. Failure to comply with the increasing number of data protection laws in the PRC as well as data security and privacy laws in jurisdictions where we intend to operate as well as concerns from our customers, employees and third parties with whom we conduct business, even if unfounded, could damage our reputation and operating results. If we were to expand our business globally, we would increasingly become subject to various laws, regulations and standards, such as the General Data Protection Regulation, or GDPR, as well as contractual obligations relating to data privacy and security in the jurisdictions in which we were to operate. The regulatory and legal frameworks regarding data privacy and security issues in many jurisdictions are constantly evolving and developing and can be subject to significant changes from time to time, including in ways that may result in conflicting requirements among various jurisdictions. Interpretation and implementation standards and enforcement practices are similarly in a state of flux and are likely to remain uncertain for the foreseeable future. As a result, we may not be able to comprehensively assess the scope and extent of our compliance responsibility at a global level, and may fail to fully comply with the applicable data privacy and security laws, regulations and standards. Moreover, these laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may be inconsistent with our existing practices. We will need to maintain heightened internal control and risk management policies to ensure sound compliance with such evolving policies, which requires significant resources and efforts. The theft, loss, or misuse of data to run our business or by our partners could result in significantly increased security costs, damage to our reputation, regulatory proceedings, litigation, fines, investigations, remediation efforts, indemnification expenditures, disruption of our business activities or other increased costs related to defending legal claims.
In recent years, government authorities across the world have been increasingly focusing on privacy and data protection. Particularly in China, the substantial base of our business operations, the PRC government has enacted a series of laws and regulations on the protection of data and personal information. For instance, the PRC Cybersecurity Law (《中华人民共和国网络安全法》) came into effect on June 1, 2017, the Standing Committee of the National People's Congress of China promulgated the PRC Data Security Law (《中华人民共和国数据安全法》) which came into effect on September 1, 2021, the Provisions on Management of Automotive Data Security (Trial) (《汽车数据安全管理若干规定(试行)》) came into effect on
2021年10月1日，《中华人民共和国数据安全法》正式施行；《中华人民共和国个人信息保护法》于2021年11月1日正式施行；《数据出境安全评估办法》于2022年9月1日正式施行。详情请参阅"监管概述——信息安全及数据隐私相关法律法规"一节。
我们可能须遵守中国及其他适用地区和司法管辖区有关隐私和数据保护的法律法规。此外，随着我们客户的业务版图向全球扩展，其可能在中国以外的其他国家或地区使用我们的解决方案，因而须遵守相关司法管辖区有关隐私和数据保护的法律法规。为此，我们可能需要对解决方案进行升级，以协助客户实现合规。截至最新可行日期，我们尚未就遵守隐私和数据保护相关法律法规事宜受到中国相关部门或其他监管机构的任何检查、行动、行政强制措施或处罚。
我们已采取多项措施以确保依法合规。详情请参阅"业务——数据安全与隐私"。然而，中国及其他司法管辖区有关隐私和数据保护的法律法规普遍较为复杂且持续演变，其释义和适用存在不确定性。因此，我们无法向您保证，我们的隐私和数据保护措施在适用法律法规下始终被视为充分。
除政府监管外，隐私倡导者和行业团体过去已提出、未来亦可能不时提出自律标准。上述及其他行业标准可能在法律上或合同上适用于我们，或我们可能选择遵守该等标准。我们预计，有关数据隐私和安全的新法律及法规将持续出台，而我们目前尚无法确定此类未来法律、法规及标准对我们业务的影响。新法律的颁布，或对现有法律、法规、标准及其他义务的修订或重新解释，可能要求我们承担额外成本并限制我们的业务运营。如若如此，除可能面临罚款、诉讼、监管调查、公开谴责、其他索赔及处罚，以及因补救措施而产生的重大成本和声誉损害外，若相关立法或法规扩大适用范围，要求我们变更数据处理实践和政策，或若相关司法管辖区以对我们业务、财务状况及经营业绩产生不利影响的方式解释或执行其立法或法规，我们可能受到重大不利影响。任何未能充分应对数据隐私或安全相关问题（即便相关顾虑并无根据），或未能遵守有关数据隐私和安全的适用法律、法规、标准及其他义务的情况，均可能需要投入大量资源和精力，从而对我们的业务、财务状况及经营业绩产生重大影响。
尽管我们努力遵守已发布的隐私政策以及所有适用的数据隐私和安全法律法规，以及针对所有数据（包括个人数据）的合同义务，但我们无法保证能够在所有方面均遵守这些法律、法规和合同义务。我们、我们的客户或业务合作伙伴出现任何违规行为或被认为存在违规行为，均可能导致政府机构对我们展开调查、提起诉讼或采取行动，包括对我们处以罚款和罚则，或发出执法命令（包括责令停止处理活动的命令），以及我们的业务合作伙伴、客户或最终用户对我们提起诉讼或采取行动，包括在某些司法管辖区提起集体诉讼，并可能损害我们的声誉，令现有及潜在业务合作伙伴和/或客户对使用我们解决方案望而却步。
若我们未能及时升级旗下赋能软件，即OpenExplorer、TogetheROS及AIDI，客户对我们解决方案的满意度可能下降，从而对我们未来的业务运营、经营业绩及财务状况产生不利影响。
我们提供一套全面的软件工具，以便于我们的客户和生态系统合作伙伴开发和定制其应用程序。例如，OpenExplorer提供即用型模块、算法和接口，确保用户算法能够准确高效地部署于我们的处理硬件上。TogetheROS是一套安全、简单且用户友好的自动驾驶嵌入式中间件，为加速量产就绪提供标准化的汽车级服务和工具。AIDI是我们的软件开发平台，旨在以更高效率实现模型的自动迭代优化。详情请参阅"业务——我们的技术"。我们必须持续更新软件，以降低客户的算法开发门槛，加速自动驾驶的大规模应用。若我们未能为客户提供便捷且用户友好的开发工具和平台，我们的价值主张及客户黏性可能下降，进而导致客户参与度和满意度降低，从而对我们的业务运营、经营业绩及财务状况产生不利影响。
若我们软件的灵活性和用户友好性未能满足客户的偏好，或我们未能成功维护并扩展我们解决方案与第三方解决方案的兼容性，我们的业务、财务状况及经营业绩可能受到不利影响。
我们的软件提供灵活且用户友好的选项，允许进行定制化，但我们无法保证市场上所有客户均会对这种开放性表示认可。尽管我们对其优势充满信心，但我们灵活且用户友好的方案在其可触达总市场中所占份额可能低于预期。我们无法向您保证市场偏好，若因某种原因我们灵活且用户友好的模式不及竞争对手提供的黑箱解决方案受欢迎，我们所占市场份额可能低于预期，我们的业务、经营业绩及财务状况可能因此受损。
In addition, our ADAS and AD solutions may be integrated with a variety of hardware and software platforms and software applications, and we need to modify and enhance our solutions' compatibility to adapt to changes in hardware and software technologies in a timely and cost-effective manner. Failure to ensure compatibility of our solutions may negatively affect our competitive edge, and our business results of operations and financial condition would be harmed. The competitive position of our solutions, including but not limited to our open-ended software, depend, in part, on their ability to operate with the automotive solutions of third parties, including that of our customers. We intend to facilitate the compatibility of our solutions with various third-party hardware, software, and systems by maintaining and expanding our business and technical relationships. However, we nonetheless depend on the compatibility of our solutions with software and vehicles that we do not control. In the future, our customers and ecosystem partners may choose not to support the operation of their hardware, software, or vehicles with our solutions, or our solutions may not support the capabilities needed to operate with such hardware, software, or vehicles. As a result, our business, financial condition, and results of operations could be adversely impacted.
We invest significant effort and resources seeking OEM selection of our solutions, and there can be no assurance that these efforts will result in the selection for production models, nor is there a guarantee that our OEM customers or OEM end customers will purchase our solutions in any certain quantity or at any certain price even after we obtain the design-win, or we will retain or grow our business relations with existing OEM and tier-one suppliers and there may be significant delays between the time we obtain the design-win until we realize revenue from the vehicle model.
We invest significant effort and resources from our initial contact with an OEM until the OEM chooses our ADAS and AD solutions and incorporate such into specific vehicle models. This selection process, known as a "design-win," involves substantial resource expenditure with no guaranteed success. Once a design-win is achieved, it becomes difficult for unselected products or technologies to replace the chosen one until a new OEM quotation request is issued. Moreover, the winning solution provider often gains an advantage in future OEM collaborations due to the established relationship, making it harder for competitors to win other production model designs. If we fail to retain existing OEM and tier-one suppliers or if we fail to win a significant number of design-wins in the future, we could expend our resources without success, face greater difficulty in obtaining future design-wins, and our business operations, results of operations and financial condition may be materially adversely affected.
Nevertheless, even with a design-win, there's no guarantee that our customers will purchase our solutions in large quantities or at all and at a price that will be profitable to us. When achieving a design-win, it is common for us to get nomination letters through tier-one suppliers from OEMs. However, these nomination letters are not legally binding, and the forecasts contained within the nomination letters cannot guarantee accuracy. As a result, obtaining a design-win is not a guarantee of revenue. Moreover, pricing estimates are made at the time of a request for quotation by an OEM, so that worsening market or other conditions between the time of a request for quotation and an order for our solutions may require us to sell our solutions for a lower price than we initially expected. We may also face pricing
由于客户的重组、整合和削减成本举措，或由于竞争加剧，我们可能面临来自客户的降价压力。我们可能会根据客户情况及其车辆销售预测动态调整销售价格。若我们无法提高运营效率，或无法推出具有更多特性和功能、以更高价位抵消降价影响的解决方案，我们的业务、财务状况及经营业绩可能受到不利影响。此外，整车厂（OEM）有可能选择自行开发其ADAS及自动驾驶解决方案的特定组件。这可能影响我们解决方案的销售价格以及我们的收入和盈利能力，进而对我们的业务、经营业绩及财务状况产生不利影响。
此外，我们的解决方案技术复杂、融合了众多技术创新，通常须经过严格的安全测试，且整车厂在将我们的解决方案纳入特定车型之前，一般需要投入大量资源对其进行测试和验证。根据整车厂的不同情况及解决方案的复杂程度，ADAS及自动驾驶解决方案在获得设计定点后，行业平均开发周期为一至三年。这些开发周期导致从早期接洽阶段到最终整合至车辆的过程中需要进行大量投入。我们通常会就此类费用向客户收费。然而，我们无法保证能够收回所产生的重大投入。整车厂可能选择取消或推迟相关车型的生产。我们的ADAS及自动驾驶解决方案控制车辆的多项功能，包括发动机、转向及制动，且这些功能与安全及导航系统存在交互关系。因此，上述功能必须与整车厂及其他供应商开发的车辆其他系统有效整合，即便在获得设计定点之后，我们仍可能无法在特定车型中实现解决方案落地所需的互操作性水平。
在设计定点方面，我们通常会收到整车厂就与该等定点函相关车型预期产量所提供的初步预测。上述预测可能被整车厂进行重大修订，且可能经历多次调整，未必能够反映与该等定点函相关的未来实际产量，实际产量可能远高于或远低于预测数字。例如，若整车厂下调其车辆生产预测，我们须相应调整自身预测。此外，较长的开发周期或车型取消、推迟亦将对我们的业务、经营业绩及财务状况产生不利影响。另外，部分客户为应对全球汽车零部件短缺的负面影响而增加了对我们解决方案的订单。若此类客户在实际产量低于预期的情况下积累了大量过剩库存，则其将在下达新订单之前先消耗手头的过剩库存，这可能对我们对未来产量的预测产生重大影响。因此，任何基于上述预测所作出的未来收入和支出预测或内部预算均可能有失准确，我们的实际经营业绩可能与预期存在重大差异。我们预测的任何下调均可能对我们的实际收入产生重大影响。此外，较长的开发周期或车型取消、推迟将对我们对未来收入和运营的预测或预期产生不利影响，进而对我们的业务、经营业绩及财务状况产生不利影响。
If we are not able to timely and effectively support our customers, including OEMs and tier-one suppliers, during their design-win and mass production processes, our customers' satisfaction with our solutions may decline, which could materially adversely affect our future business operations, results of operations, and financial condition.
Our solutions play an integral role in the design and mass production processes of our customers, which primarily include OEMs and tier-one suppliers. Our integrated solutions have been selected by 27 OEMs (42 OEM brands) for implementation in over 285 car models as of the Latest Practicable Date. After design-win and upon selection of our solutions for implementation in mass production, tier-one suppliers build a module based on our reference design that incorporates the referenced hardware, our processing hardware, and the algorithms selected by the OEMs. This module is then integrated into new cars by the OEM. If we are not able to address the needs of our OEMs and tier-one suppliers throughout this design and production process in a timely basis, any failure on our part could negatively affect their processes. Any resulting decline in their satisfaction could adversely affect their commercial engagement and business relations with us. Our ongoing success depends on our ability to adequately communicate and deliver our solutions and technologies to support OEM and tier-one suppliers' design and mass production processes in a timely and effective fashion. If we are not able to communicate with our customers or adequately support their mass production processes, customers may lose confidence in our solutions and experience declining satisfaction with our business. Any corresponding decline in customer engagement may adversely affect our business operations, results of operations, and financial condition.
The implementation and validation processes of our solutions could be lengthy and unpredictable, and are subject to risks of contract cancellation, postponement, supply chain shortages, or unsuccessful solution implementation.
Prospective OEM customers generally must make significant commitments of capital and resources to test and validate our solutions before implementing them in any particular model vehicle. Our ADAS and AD solutions and technologies are technologically complex and designed for applications in settings with high safety standards. Due to the complexity involved in the ADAS and AD solutions, the implementation and validation processes of ADAS and AD solutions with new OEM customers are lengthy and would take long term even after we were chosen by such OEMs as the ADAS and AD solution provider. The lengthy implementation and validation process of the solutions usually takes up to one to two years, depending on the specifications of the OEM customers and testing requirements. As such, we must typically invest significant resources before generating any revenues, which presents a risk to our ability to forecast our results of operations and manage our business operations.
In addition to the large upfront investment required prior to commercialization, OEM customers may cancel or postpone implementation of our solutions due to an internal strategy shift or other reasons beyond our control. For example, shortages in supply chain procurement may be a short-term issue that delays OEMs' manufacturing and business operations, postponing the implementation of our solutions and adversely affecting our business. Typically, we may charge customers certain design or licensing fees upfront, but due to the technological
complexity of our industry, the implementation of our solutions into OEMs' car models may not be smooth despite reference designs and extensive communication due to the complexity of our solutions, thus requiring higher costs and more investments of financial and human resources further along the process. Further, vehicle models in which our solutions are implemented may experience unfavorable sales volumes, which could lead to reduced demand for our solutions. Any of the foregoing factors may have a material adverse effect on our business operations, results of operations, and financial condition.
如果我们未能维持足够的库存或未能妥善管理库存，我们可能会损失销售机会或出现库存积压，从而对我们的财务状况和经营业绩产生不利影响。
If we do not maintain sufficient inventory or if we do not adequately manage our inventory, we could lose sales or experience excess inventory levels, which could negatively affect our financial condition and results of operations.
Our inventory primarily consists of our processing hardware. Changing consumer demands and uncertainty surrounding new vehicle model launches could expose us to inventory risk. Demand in ADAS and AD solution markets, particularly for automotive vehicle models containing our solutions and technologies, could change unexpectedly, and it is possible we may not be able to time our purchases of inventory to coincide with OEM requirements. We cannot assure you that we can accurately predict OEMs' demand to avoid under-stocking our processing hardware and other solutions, which could cause us to lose sales, adversely affecting our business operations, results of operations, and financial condition.
To ensure adequate inventory supply, we must forecast inventory needs and expenses, place orders sufficiently in advance with our suppliers and business partners and stock inventory based on our estimates of future demand for particular solutions. Fluctuations in the adoption of our solutions may affect our ability to forecast our future results of operations. Our ability to accurately forecast demand for our solutions could be affected by many factors, including the rapidly changing nature of the market in which we operate, the uncertainty surrounding the market acceptance and commercialization of ADAS and AD solutions, the emergence of new markets, an increase or decrease in customer demand for our solutions or for solutions of our competitors, health epidemics and outbreaks, and any associated work stoppages or interruptions, unanticipated changes in general market conditions and the weakening of economic conditions or consumer confidence in future economic conditions. As our solutions become or continue to be commercialized, we may face challenges in meeting the demands of our customers at a satisfactory rate, which would negatively affect our revenue. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of solutions available for sale.
Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would adversely affect our business operations and financial conditions. Conversely, if we underestimate customer demand for our solutions, we may not be able to deliver solutions to meet our requirements, and this could result in damage to our brand and customer relationships and adversely affect our revenue and results of operations.
The sales results of our solutions will partially depend on the sales results of our customers, which, in turn, may depend on effective integration by our customers and the overall user experience of the vehicle models integrated with our solutions.
The sales results of our solutions will depend on the sales result of our customers, which, in turn, may depend on whether our customers effectively integrate our solutions into their vehicle models. Our solutions are technologically complex, incorporate many technological innovations, and are typically subject to significant safety testing, and OEMs also generally must devote significant resources to test and validate our solutions before integrating them in any particular vehicle model. The integration cycles of our solutions with new OEMs are expected to be approximately one to three years after a design-win, depending on the OEM and the complexity of the solution and service involved. These integration cycles result in our investment of resources prior to realizing any revenue from a vehicle model. Our ADAS and AD solutions control various vehicle functions, including engine, transmission, safety, steering, navigation and braking, and therefore must be integrated effectively with the other systems of the vehicle developed by the OEMs and tier-one suppliers, and we may be unable to achieve the requisite level of interoperability in a vehicle model for our solutions to be implemented even after a design-win. In addition, the sales results of a vehicle model depend on overall user experience, including, among others, human machine interface, vehicle space, vehicle interior and operability, which are all beyond our control. Despite the effective integration, the vehicle models integrated with our solutions may generate poor sales results due to poor overall user experience of the vehicle models, which, in turn, affect the sales results of our solutions.
Increases in costs of materials and other components that we use in our solutions would adversely affect our business, results of operations and financial condition.
Significant changes in the markets in which we purchase materials, components, and supplies for the production of our solutions may adversely affect our profitability. Our contractual relationship with Supplier A, the manufacturer of our processing hardware, and with other suppliers, does not provide us with long-term pricing or quantity guarantees. We currently depend on Supplier A to manufacture all our processing hardware and Supplier C to assemble a substantial majority of our processing hardware. Because of the complex proprietary nature of our processing hardware, any transition from Supplier A and Supplier C to a new manufacturer or assembler or, if there were a disaster or other business disruption at any of Supplier A and Supplier C's facilities involved in manufacturing and assembling our processing hardware, introducing new facilities would take a significant amount of time to complete and could disrupt our supply chain, which may materially and adversely affect our business, results of operations and financial condition. Further, we are vulnerable to the risk that Supplier A and Supplier C may be unable to meet demand for our processing hardware or cease operations altogether. As a result of inflationary pressures, we have experienced and may continue to experience increases in the cost of our inventories sold. We are seeking to adjust the prices charged to our customers to offset these cost increases, but anticipate that, despite such price increases, our gross profit margin may be negatively affected, at least in the short term, as a result of these cost increases. Competitive and market pressures limit our ability to
恢复通过提高向客户收取的价格来弥补成本增加，即使我们能够实现足以抵消此类成本增加的价格上涨，在某些情况下，我们也可能需要一段时间才能做到。当原材料或零部件价格迅速上涨或显著高于历史水平时，若无法将价格上涨转嫁给客户，将对我们的业务、经营业绩及财务状况产生不利影响。
供应商A和供应商C的总部均位于台湾，地震、干旱和台风等台湾自然灾害以及地缘政治挑战可能对我们获得充足处理硬件供应的能力产生不利影响。国际贸易政策、地缘政治及贸易保护措施（包括实施贸易限制和制裁）亦可能对我们获得充足处理硬件供应的能力产生不利影响。上述因素还可能对处理硬件的全球供应产生不利影响，并对全球汽车生产造成额外限制。
我们的定价模式面临市场不断变化带来的挑战。随着我们解决方案市场的增长、竞争对手推出与我们竞争的新解决方案或降低其价格，或我们进入新的垂直领域或国际市场，我们可能无法根据历史定价模式吸引新客户或留住现有客户。鉴于我们有限的运营历史及对历史定价模式的有限经验，我们可能无法准确预测客户的续约或留存情况。此外，无论采用何种定价模式，某些用户可能要求更高的价格折扣。因此，我们可能被迫降低价格、提供更短的合同期限或提供替代定价模式，这可能对我们的收入、毛利率、盈利能力、财务状况及现金流产生不利影响。
此外，我们解决方案的价格取决于特定解决方案中包含的捆绑内容，且我们的价格因解决方案不同而存在显著差异。我们的解决方案具有不同的利润率特征，根据我们所交付的组件数量、数目及类型的不同，各解决方案之间存在差异。若我们调整业务组合或未能维持解决方案的毛利率和营业利润率，我们的业务、经营业绩及财务状况将受到不利影响。
我们或我们的业务合作伙伴若未能遵守适用的反洗钱、反恐怖主义、反贿赂、出口管制、经济和贸易制裁法规及类似法律，可能导致重大处罚及声誉损害，对我们的经营业绩、财务状况和经营成果产生不利影响。
我们或与我们合作的业务合作伙伴若未能遵守适用的反洗钱（"AML"）、反恐怖主义、反贿赂、出口管制或经济和贸易制裁法律法规，可能导致重大处罚并损害我们的声誉。我们及与我们合作的业务合作伙伴通常须遵守我们和业务合作伙伴经营所在司法管辖区监管机构规定的某些反洗钱要求。我们还须遵守各种反洗钱、反恐怖主义、反贿赂、出口管制及经济和贸易制裁法律法规，这些法律法规除其他事项外，禁止任何涉及转移犯罪所得及进出口受管制产品和技术的行为。为有效遵守上述法律法规，我们及业务合作伙伴必须建立健全的内部控制政策和程序，涉及反洗钱、反恐怖主义、反贿赂、出口管制、经济和贸易制裁等方面，这可能需要大量资源和支出。
我们及业务合作伙伴所采用的政策和程序，可能无法有效落实，以防止我们的解决方案被用于洗钱、恐怖主义融资、贿赂与腐败、恐怖主义、经济和贸易制裁及其他非法目的。若我们未能遵守反洗钱、反恐怖主义、反贿赂、出口管制及经济和贸易制裁法律法规，我们可能面临政府主管部门处以的罚款、执法行动、监管制裁、额外合规要求、对我们业务的更严格监管审查或其他处罚，以及声誉损害，所有这些均可能对我们的业务、经营成果和财务状况产生不利影响。同样，若我们的任何子公司、员工、业务合作伙伴或其他人员从事欺诈、腐败或其他不公平商业行为，或以其他方式违反适用法律、法规或内部控制政策，我们可能面临一项或多项执法行动，或被认定违反相关法律，从而导致处罚、罚款或制裁，进而对我们的声誉、业务、财务状况和经营成果产生不利影响。
我们可能无法与客户一同成功拓展全球业务，且随客户扩展国际业务可能使我们面临额外的监管、经济和政治风险，若未能妥善应对，可能对我们的业务、经营成果和财务状况产生不利影响。
我们致力于与客户共同拓展全球业务。然而，我们可能无法在这一努力中取得成功，我们的成功将取决于我们扩展销售能力以及与整车厂（OEM）和一级供应商建立业务关系的能力。例如，鉴于特定市场（如美国）存在较高的监管壁垒和市场准入挑战，我们在短期内可能不会积极开拓这些市场，这可能限制我们成功实现上述目标的能力。此外，我们在行业内面临激烈竞争，且无法确保增长速度符合预期。我们的扩张战略还需要大量现金投入和管理资源，亦无法保证我们的业务能够产生足够的额外销售以支持扩张。随着我们的扩展，我们在开展国际业务时将面临可能对业务产生不利影响的风险，包括：
• 部分国家对知识产权保护相对有限。
我们未能成功管理上述任何风险，可能损害我们的国际业务，并对我们的业务、经营业绩及财务状况产生不利影响。
若我们无法保护或推广我们的品牌和声誉，我们的业务可能受到重大不利影响。有关我们、我们的解决方案、管理层、董事、员工、股东、客户、业务合作伙伴或其关联方，或我们所在行业的负面报道或谣言，可能对我们的声誉和业务产生不利影响。
我们必须在提升市场对我们业务及解决方案声誉的认知度的同时，维护并增强我们的品牌形象。成功推广我们品牌，有赖于我们努力实现解决方案的广泛认可、吸引并留住客户、维持我们当前的市场领导地位，以及成功将我们的产品与竞争对手区别开来。这些努力需要大量支出，且随着市场竞争加剧及我们向新市场拓展，我们预计相关费用将持续增加。此外，这些在品牌推广及思想领导力方面的投入，未必能带来收入增长。即便能够带来收入增长，所产生的收入仍可能不足以抵消我们所承担的额外费用增加。
此外，与我们、我们的管理层、董事、员工、股东、业务合作伙伴或其关联方、所在行业，或与我们类似的解决方案或服务相关的不利报道，无论是否具有实质依据，均可能损害我们的声誉并降低我们品牌的价值。例如，毫无根据的对抗性陈述或意见可能产生误导，并损害我们的业务和声誉。鉴于我们所处行业的敏感性和复杂性，我们易受此类陈述或意见的影响。若我们未能以适当方式回应此类陈述或意见，我们的商业声誉、财务状况及经营业绩可能受到不利影响。此外，我们的品牌价值有赖于我们在所处市场中提供符合汽车级标准的安全解决方案的能力。我们声誉受损及品牌资产价值下降，可能导致对我们解决方案的需求减少，对我们未来的财务业绩产生不利影响，或导致我们股份的交易价格下跌。声誉受损还可能需要额外资源来重建我们的声誉并恢复品牌价值。若我们无法成功提升并保护我们的声誉，我们的业务运营、经营业绩及财务状况可能受到重大不利影响。
我们、我们的董事、管理层、员工及股东及其关联方可能成为诉讼、合同纠纷、劳资争议及其他法律和行政程序或罚款的当事方，这可能对我们的业务、经营业绩、财务状况及声誉产生重大不利影响。
于最后实际可行日期，我们并非任何重大法律或行政程序的当事方。然而，我们未来可能成为或涉及与我们在中国境内外业务运营相关的诉讼、合同纠纷、劳资争议及其他法律和行政程序或罚款。在我们运营期间可能产生的诉讼及其他行政或法律程序，可能涉及大量费用，包括调查、诉讼及可能的和解、判决、处罚或罚款相关费用。诉讼及其他法律和行政程序可能耗资巨大且旷日持久，并可能需要占用管理层及人员资源，从而影响我们正常的业务运营。与诉讼相关的负面报道亦可能降低消费者对我们解决方案的接受度，无论相关指控是否成立或我们最终是否被认定承担责任。若上述任何情况发生，我们的业务、财务状况、经营业绩或流动资金可能受到重大不利影响。此外，我们的董事、管理层、股东及员工及其关联方可能不时成为诉讼、监管调查、程序的当事方，并可能受到负面报道，或在商业、劳工、就业、证券或其他事项上面临潜在责任和费用，这可能对我们的声誉和经营业绩产生不利影响。
我们或我们的某些董事或高管可能成为诉讼的目标，包括股东提起的推定集体诉讼，以及针对我们的董事和高管因其在其他上市公司担任职务而提起的诉讼。我们无法保证我们或我们的董事或高管能够在辩护中胜诉或在上诉中推翻不利判决，且我们及我们的董事或高管可能决定以不利条款和解诉讼。这些案件的任何不利结果，包括原告对这些案件判决的任何上诉，都可能导致支付巨额金钱赔偿或罚款，或改变我们的业务实践，从而对我们的业务、财务状况、经营业绩、现金流量和声誉产生重大不利影响。此外，即使我们或我们的董事或高管最终在这些事项中胜诉，我们也可能承担重大法律费用或遭受重大声誉损害。例如，我们的独立非执行董事张亚勤博士已被列为某些投资者在美国纽约东区联邦地区法院对一家上市公司提起的待决集体诉讼中的被告，其身份为该上市公司的前董事。原告称其以人为抬高的价格购买了该上市公司的美国存托股份，因此寻求追偿被告违反联邦证券法所造成的可赔偿损害，并依据《1934年证券交易法》寻求补救措施。截至最后实际可行日期，据我们所知，该案件仍在审理中。诉讼程序可能占用大量资源并转移管理层对本公司日常运营的注意力，所有这些均可能损害我们的业务。我们还可能面临与这些事项相关的赔偿索赔，且我们无法预测赔偿索赔可能对我们的业务或财务业绩产生的影响。
我们在经营所在的司法管辖区须遵守反腐败、反洗钱、反贿赂及其他相关法律法规。若我们的合规流程或内部控制系统未能妥善执行或未能正常运作，我们可能面临政府主管机构就涉嫌违反上述法律而展开的调查和诉讼程序。上述程序可能导致罚款或其他法律责任，并可能对我们的声誉、业务、财务状况及经营业绩产生重大不利影响。若我们的任何子公司、员工或其他人员从事欺诈、腐败或其他不正当商业行为，或以其他方式违反适用法律、法规或内部控制规定，我们可能面临一项或多项执法行动，或被认定违反相关法律，从而导致处罚、罚款和制裁，进而对我们的声誉、业务、财务状况及经营业绩产生不利影响。鉴于许多此类诉讼事项的不确定性、复杂性和范围，其结果通常无法以合理的确定程度加以预测。因此，我们对此类事项的拨备可能不足。此外，即使我们最终在这些事项中胜诉，我们也可能承担重大法律费用或遭受重大声誉损害，这可能对我们的前景和未来增长产生重大不利影响，包括我们吸引新业务合作伙伴和客户、扩大与行业团体关系以及招募和留用员工及代理商的能力。
Failure to deal effectively with fraudulent or illegal activities or misconduct by our employees would harm our business.
Illegal, fraudulent, corrupt or collusive activities or misconduct, whether actual or perceived, by our employees, could subject us to liabilities or negative publicity. There can be no assurance that our policies and internal controls with regard to the review and approval of payment accounts, sales and marketing activities, interactions with business partners and government officials and other relevant matter will prevent fraud or illegal activities or misconduct by our employees or that similar incidents will not occur in the future. Any illegal, fraudulent, corrupt or collusive activity, misconduct, or perception of conflicts of interest and rumors could severely damage our brand and reputation, even if they are baseless or satisfactorily addressed, which could drive our clients away from us, and materially and adversely affect our business, financial condition and results of operations.
Non-compliance with regulatory standards and requirements of any third parties with which we conduct business could disrupt our business, harm our reputation and adversely affect our financial condition and results of operations.
Third parties with which we conduct business, such as suppliers and other business partners, may be subject to regulatory penalties or punishments because of their failure to comply with relevant regulatory requirements or may be infringing upon other parties' legal rights, which may, directly or indirectly, disrupt our business. We conduct review of legal formalities and certifications before entering into contractual relationships with third parties, and will take measures to reduce the risks that we may be exposed to in case of any non-compliance by third parties. However, we cannot be certain whether such third party has violated any regulatory requirements or infringed or will not violate or infringe any other parties' legal rights. For example, the data that we obtain from our collaborating business partners may be defective, and we may not be able to identify all instances of intellectual property infringement, and we may be held liable and pay damages for such infringement. As a result, our business, financial condition and results of operations could be materially and adversely affected.
We cannot rule out the possibility of incurring liabilities or suffering losses due to any non-compliance by third parties. We cannot assure you that we will be able to identify irregularities or non-compliance in the business practices of third parties we conduct business with, or that such irregularities or non-compliance will be corrected in a prompt and proper manner. Any legal liabilities and regulatory actions affecting third parties involved in our business may affect our business activities and reputations, and may in turn affect our business, reputation, results of operations and financial condition.
Commercialization of our new solutions may give rise to potential internal competition between our own solutions in the future and adversely affect our business.
We are currently developing our new solutions. However, in practice, OEMs would make choices between different ADAS and AD solutions by weighing their respective pros and cons in various aspects, including but not limited to the availability of advanced features, risks, adaptability and costs, among others, and the needs and requirements vary significantly for different vehicle models and driving scenarios. Therefore, our new and existing solutions may compete against each other in a broad sense. Moreover, the functions and driving scenarios of our solutions might be further expanded in the future due to growing awareness of their benefits as well as technological advancements. While we try to minimize the risk of internal competition among our different solutions by developing different functions and designing different prices to target distinct needs, there may be some overlap and there can be no assurance that our promotion of new solutions will not adversely affect our sales of existing solutions. To the extent sales of certain of our solutions result in decreased sales of other of our solutions, our overall growth may be constrained and our business, financial condition and results of operations may be adversely affected.
If we fail to plan for the next generation of autonomous driving technology and solutions ahead of time, our business, results of operations and financial condition may be adversely affected.
As the industry advances towards more advanced autonomous driving technologies, such as conditional automation technologies, there's a tangible risk that the existing market for our current solutions could diminish swiftly. Our competitive edge hinges on our ability to not only keep pace with but also anticipate future technological advancements. Failure to proactively develop and integrate next-generation autonomous driving technologies into our solution and service lineup could result in a substantial loss of market share and revenue. This scenario underscores the critical need for strategic foresight in planning and developing future technologies. We cannot guarantee that the market environment will remain unchanged, nor can we assure that we will successfully plan for the next generation of driving automation technology and solutions in advance. Nevertheless, we operate in an industry that prizes backward compatibility. The introduction of next-generation technologies doesn't necessarily obsolete existing systems but could significantly diminish the demand for our new solutions offerings, which may adversely affect our business, financial condition and results of operations.
Any investments or future acquisitions may have a material adverse effect on our business, reputation, financial condition and results of operations.
We have made investments in recent years in other companies. We expect to continue to evaluate and consider a wide array of investment and acquisition opportunities that we believe can extend and solidify our leading market position as part of our overall business strategy. We may be engaged in discussions or negotiations with respect to one or more of these types of transactions. These transactions involve significant challenges and risks, including:
• potential issues with technology, internal controls and financial reporting of the companies we acquire or invest in;
• disruptions of our ongoing business, distractions of the attention of our management and employees and increase of our expenses;
• loss of skilled professionals and established client relationships of the businesses we invest in or acquire;
• for investments over which we do not obtain management and operational control, lack of influence over the controlling partner or shareholder, which may prevent us from achieving our strategic goals in such investments;
• new regulatory requirements and compliance risks that we become subject to as a result of investments or acquisitions in new industries or otherwise;
• actual or alleged misconduct or noncompliance by any company we acquire or invest in (or by its affiliates) that occurred prior to our acquisition or investment, which may lead to negative publicity, government inquiry or investigations against such company or against us;
• unforeseen or hidden liabilities or costs that may adversely affect us following our acquisition of such targets;
• compliance matters including the anti-monopoly and competition laws, rules and regulations of the PRC and other countries in connection with any proposed investments and acquisitions;
• the risk that any of our pending or other future proposed investments or acquisitions does not close;
• uncertainties in achieving the expected benefits of synergies and growth opportunities in connection with these acquisitions and investments.
Any such negative developments described above could disrupt our existing business and have a material adverse effect on our business, reputation, financial condition and results of operations.
We face risks related to changes in global and regional macroeconomic conditions, natural disasters, geographical tensions, regional conflicts, health epidemics and other outbreaks of contagious diseases.
Uncertainties about global economic conditions, regulatory changes, geographic tensions and other factors, including fluctuation of interest rates, inflation level, unemployment, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors may pose risks and materially and adversely affect demand for our solutions. The escalated Palestinian-Israeli conflict, the conflict in Ukraine and the imposition of broad economic sanctions on Russia could raise energy prices and disrupt global markets. Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. The relationship between China and other countries with respect to trade policies, treaties, government regulations and tariffs, among other matters, may affect the macroeconomic environment, both domestically and internationally, and potentially leave an impact on the market we operate in.
In addition, natural disasters such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak of a widespread health epidemic or any severe epidemic disease such as SARS, Ebola, Zika or the COVID-19, acts of war, terrorism or other force majeure events beyond our control may disrupt our research and development, manufacturing and commercialization activities and business operations, all of which could adversely affect our business, results of operations, financial condition and prospects.
We face exposure to foreign currency exchange rate fluctuations, and such fluctuations could adversely affect our financing arrangements, business operations, results of operations, and financial condition.
As we expand globally with our customers, we become increasingly exposed to the effects of fluctuations in currency exchange rates, especially its potential impact on our financing arrangements. The value of the Renminbi against the U.S. dollar and other currencies has fluctuated significantly in the past, and may in the future continue to do so, affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. We recorded other comprehensive income from currency
translation differences of RMB270.2 million in 2021, and other comprehensive loss from current translation differences of RMB898.2 million, RMB371.9 million, RMB931.7 million and RMB208.0 million in 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively, due to the fluctuations of U.S. dollar/RMB exchange rate when translating results and financial positions of the Company and its subsidiaries outside mainland China from their functional currency U.S. dollar into our presentation currency RMB. We recorded net foreign exchange gains of RMB11.1 million and RMB11.1 million in 2021 and for the six months ended June 30, 2024, respectively, and net foreign exchange losses of RMB264.7 million, RMB40.3 million and RMB63.2 million in 2022, 2023 and for the six months ended June 30, 2023, respectively, due to the fluctuation of U.S. dollar/RMB exchange rate when translating monetary assets and liabilities denominated in foreign currencies in terms of the functional currency of the Company and its subsidiaries. For details, see Note 8 to the Accountant's Report set out in Appendix I to this Prospectus. We are a holding company and we may rely on dividends paid by our subsidiaries in China for our cash needs. We face translation exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and affect our operating results. To the extent that we need to convert any foreign currencies we receive from this Global Offering into Renminbi for our operations, appreciation of the Renminbi against such foreign currencies would have an adverse effect on the Renminbi amount we would receive. We cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the foreign currencies in the future. If we decide to convert our Renminbi into foreign currencies for making payments toward our financing, for dividends on our Offer Shares, or for other business purposes, appreciation of the foreign currency against the Renminbi would have a negative effect on the foreign currency amount, adversely affecting our financial position. Therefore, any significant fluctuation of Renminbi against the foreign currency could adversely affect our business, results of operations and financial condition, and the value of any dividends payable in foreign currencies.
Unfavorable economic conditions and consumer acceptance impacting China's or global automotive industry could have a material adverse impact on our business operations, results of operations and financial condition.
Our business depends on, and is directly affected by, China's or global automobile industries. We primarily operate our business in China, with a view to expand into global market such as Japan, South Korea and Europe with our customers. Accordingly, economic conditions in such regions can have a large impact on the production volume of new vehicles, and, accordingly, have an impact on our business operations and financial conditions.
Automotive production and sales are highly cyclical and depend on general economic conditions, consumer acceptance and other factors, including consumer spending and preferences, changes in interest rate levels and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by our OEM customers' ability to continue operating in response to challenging economic conditions, such as the financial crisis that began in 2007 and the financial downturn caused by global or regional
健康危机，以及应对劳动关系问题、法规要求、贸易协议及其他因素。在全球范围内，整车厂及其供应商持续面临经济疲软和信贷市场收紧带来的重大困难，许多企业仍在从金融危机中复苏。全球汽车产量波动频繁，有时波动幅度较大，此类波动导致对我们解决方案的需求产生相应波动。上述任何因素发生重大不利变化，包括但不限于宏观经济状况恶化导致整车厂客户破产或整车厂生产设施关闭，均可能导致整车厂客户削减汽车销售及生产，并可能对我们的业务运营及财务状况产生重大不利影响。
区域或全球经济的严重或持续下滑可能对我们的业务、经营业绩及财务状况产生重大不利影响。
地缘政治、经济及市场状况，包括全球金融市场流动性、债务及股票价格水平与波动性、利率、货币及大宗商品价格、投资者情绪、通货膨胀，以及资本和信贷的可获得性与成本等因素，已经并将继续影响我们开展业务的国家和地区。部分全球主要经济体的中央银行和金融当局所采取的扩张性货币及财政政策的长期影响存在相当大的不确定性。中东、欧洲和非洲的动乱及恐怖主义威胁，以及涉及乌克兰和叙利亚的冲突，引发持续关注。全球经济复苏缓慢以及高通胀、高利率环境加剧了全球波动性。上述发展态势可能对全球流动性产生不利影响，加剧市场波动，推高美元融资成本，导致全球金融条件收紧并引发经济衰退的担忧。目前尚不清楚上述挑战与不确定性能否得到控制或解决，以及其对长期全球政治和经济状况可能产生何种影响。全球或中国经济的任何严重或持续放缓，均可能对我们的业务、经营业绩及财务状况产生重大不利影响。
国际关系及贸易政策的变化可能对我们的业务、财务状况及经营业绩产生不利影响。
限制国际贸易和投资的政府政策，例如资本管制、经济或贸易制裁、出口管制、关税，或外商投资申报及审批要求，可能影响市场对我们解决方案的需求，影响我们解决方案的竞争地位，或使我们无法在特定国家和地区销售解决方案。如果任何立法或法规获得实施（包括那些施加经济或贸易制裁、出口管制限制或对外投资限制的法规），或现有贸易协议遭到重新谈判或重新解释，此类变化可能对我们的业务、财务状况及经营业绩产生不利影响。
We are susceptible to constantly changing international relations, trade policies and tariffs. The overall international relationships between China and other foreign countries and regions may affect the business prospects of us, our business partners, suppliers and customers. Any tensions between China and relevant foreign countries or regions may cause a decline in the demand for our future solutions and adversely affect our business, financial condition, results of operations, cash flow and prospects. Rising tensions in these relationships could reduce levels of trade, investments, technological exchanges and other economic activities between China and other countries and regions, which would have an adverse effect on global economic conditions, the stability of global financial markets, and international trade and investment policies.
The United States has implemented and has proposed additional restrictions, some of which may impact Chinese companies. For example, on June 21, 2024, the U.S. Department of the Treasury issued a proposed rulemaking for controls on certain outbound investments in certain companies, including those in China, and comments on the proposed rules were due on August 4, 2024. Such proposed rules, if implemented, may prohibit certain U.S. investments in entities engaged in certain activities relating to semiconductors and microelectronics, quantum information technologies, and artificial intelligence in mainland China, Hong Kong and Macau. As part of the comment process and other discussions of these proposed rules, some commenters have sought to expand the range of technologies that the rules would be applicable to, and there is a possibility that any rules ultimately adopted will be widened to cover a broader range of technologies and apply to a wider range of investments. The United States government has also restricted transactions by any United States person in publicly traded securities, or any securities that are derivative of, or are designed to provide investment exposure to such securities of certain companies designated by the U.S. government from time to time as Chinese Military-Industrial Complex ("CMIC") companies. Similarly, on June 10, 2021, the Standing Committee of National People's Congress enacted the Countering Foreign Sanctions Law (《中华人民共和国反外国制裁法》), which became effective on the same day, under which the competent department of the State Council may place any individual or organization that is directly or indirectly involved in making, determining, or implementing discriminatory restrictive measures specified in the law on a Countermeasure List (反制清单). These various sanctions, counter-sanctions and other restrictions that may be taken by different countries could affect our business, including by limiting our ability to do business with suppliers and customers or restricting our access to capital. Also, it may become increasingly difficult for us to navigate compliance with the laws of multiple countries that are in tension with each other and may impose inconsistent legal obligations. Any of these developments could negatively affect our business or financial condition. Although we do not believe that we would be affected by the aforesaid regulations and governmental orders in any material respect, future sanctions or restrictions on investments by the different governments could apply to us, our customers or our suppliers, which could affect our access to capital or negatively impact the value of our securities.
RISK FACTORS Disruptions and unauthorized access such as cyberattacks on our IT systems or those of third-party service providers could have a material adverse effect on our business operations, results of operations, reputation and financial condition. Our solutions and technologies may provide us with access to sensitive and/or confidential data or information, which pose a tempting target for malicious actors who may seek to carry out cyberattacks against us or our suppliers or service providers. Actual or perceived breaches of our or our service providers' security measures or any failure to maintain reliability, security and integrity of our solutions and technical platform, including third-party cloud platform and information technology, or IT, services upon which we rely, may expose us to significant consequences. We have implemented internal rules and procedures related to our IT system as well as data security and privacy policy to ensure that security requirements are met in our operations. However, we can provide no assurance that our IT systems or those of third-party service providers are fully protected against third-party intrusions, viruses, hacker attacks, ransomware attacks and other cyberattacks, information or data theft or other similar threats. Additionally, software authorized or licensed by third parties which is incorporated into our technologies may present certain risks related to cybersecurity, such as the general lack of support for such software which could result in vulnerabilities that could compromise the security of our systems. See "— Risks Related to Our Intellectual Property — We utilize open-source software, which may pose particular risks to our business" for further details describing the risks associated with our use of open-source software. Therefore, our systems, servers and equipment, and those of our service providers, may be subject to such incidents, which may lead to damages to our IT systems, material disruption to our business, or theft, rendering inaccessible, improper disclosure or misappropriation of our or our customers' business information, trade secrets, sensitive data and other confidential or proprietary information. Any such event could have a material adverse effect on our business even if we recover using our backup information. Consequences may include legal and financial exposure, loss of business and customers, loss or unauthorized disclosure of trade secrets or other proprietary information or personal information, and could give rise to litigation (including class-action litigation and litigation and indemnity claims against us by our customers based on our customer agreements and other commercial arrangements), regulatory actions and fines, consumer protection actions, other related costs (including in connection with our investigation and remediation efforts) and significant harm to our reputation. This may hinder our ability to retain existing customers and business partners and attract new partners and customers. To the extent we experience a cyberattack or security breach, we may be unsuccessful in implementing remediation plans to address exposure and future harm. Also, we do not maintain insurance coverage relating to cybersecurity incidents, and so any expenses or costs incurred as a result of, or related to, any cyberattacks or security breaches, which could be significant, would be at our own expense. Any such actual or perceived disruptions, access, breaches, uncertainties or events could materially and adversely affect our business operations, results of operations, and financial condition.
We face certain risks relating to the properties that we lease, which may disrupt our operations and relocation costs.
As of the Latest Practicable Date, we primarily leased 17 properties in Beijing, Shanghai, Nanjing, Shenzhen, Hangzhou, Tianjin, Chengdu, Dezhou, Xi'an and Suzhou in China with an aggregate gross floor area of approximately 37,813.41 square meters, which are mainly used as our headquarters and office space. Any limitations on the leased properties, or lessors' title to such properties, may impact our use of the offices, or in extreme cases, result in relocation, which may in turn adversely affect our business operations.
Pursuant to applicable PRC laws and regulations, all lease agreements are required to be registered with the local land and real estate administration bureau. As of the Latest Practicable Date, 16 of our leased properties in China had not been registered with the relevant PRC government authorities. Although failure to do so does not in itself invalidate the leases, we may be subject to fines if we fail to rectify within the prescribed time period after receiving notices from the relevant PRC government authorities. The penalty ranges from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. In the event that any fine is imposed on us for our failure to register our lease agreements, we may not be able to recover such losses from the lessors. As of the Latest Practicable Date, we were not aware of any notice or allegation of penalty from PRC government authorities for our failure on the registration of lease agreements.
In addition, as of the Latest Practicable Date, the actual land use of six of our leased properties was office or research and development, which is inconsistent with its approved land use as specified in its land use right certificate. If the owner of this property is required by government authorities to rectify such land use, we may have to relocate and bear relocation costs and other additional expenses. As of the Latest Practicable Date, one of our leased properties is located on allocated state-owned land, for which the property owner failed to provide the approval documents from the relevant competent authorities for the leasing of such allocated state-owned land. We would not be subject to any penalty therefrom, but we may not be able to continue leasing such property. If we cannot find alternative premise in time, our business, financial condition and results of operations may be adversely affected. As of the Latest Practicable Date, we were not aware of any such rectification request by government authorities. The lease agreements relating to such leased properties have provided that the lessor shall ensure that the tenant is permitted to normally use the leased property or the lessor shall bear liability if the tenant fails to normally use the leased property. As advised by our PRC Legal Adviser, under relevant PRC laws and regulations, it is primarily the lessor's responsibility to ensure that the actual use is consistent with the approved use and to obtain approval of lease of properties located on allocated state-owned land from the relevant competent authorities, and we will not be subject to any administrative punishment or penalties as the tenants due to the lessors' failure to fulfill such responsibility. Furthermore, in accordance with the lease agreements, if we are unable to continue using such leased properties, we shall have the right to ask the lessor to compensate for the losses we suffer as a result thereof. The relocation of which will not lead to business disruption or undue
burdensome, since we believe we are able to seek alternative leased properties in other areas (if necessary) without material adverse effects on the business operations and the relocation costs are not expected to be significant.
Our risk management and internal control systems may not be adequate or effective in all respects, which may materially and adversely affect our business and results of operations.
We seek to establish risk management and internal control systems consisting of an organizational framework, policies, procedures and risk management methods that are appropriate for our business operations, and seek to continue to improve these systems. For further information, see "Business — Risk Management and Internal Control." However, due to the inherent limitations in the design and implementation of risk management and internal control systems, we cannot assure you that our risk management and internal control systems will be able to identify, prevent and manage all risks. Our internal control procedures are designed to monitor our operations and ensure their overall compliance. However, our internal control procedures may be unable to identify all non-compliance incidents in a timely manner or at all. It is not always possible to timely detect and prevent fraud and other misconduct, and the precautions we take to prevent and detect such activities may not be effective.
Our risk management and internal controls also depend on their effective implementation by our employees. Due to the significant size of our operations, we cannot assure you that such implementation will not involve any human errors or mistakes, which may materially and adversely affect our business and results of operations. As we are likely to offer a broader and more diverse range of solutions in the future, the diversification of our solution and service offerings will require us to continue to enhance our risk management capabilities. If we fail to timely adapt our risk management policies and procedures to our changing business, our business, results of operations and financial condition could be materially and adversely affected.
We may identify weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Offer Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.
为应对任何ESG风险，我们可能产生额外成本，这可能对我们的财务表现产生重大不利影响。
为识别、管理和减轻ESG风险，我们可能产生额外的成本和支出，这可能影响我们的财务表现。鉴于我们业务的性质，我们不产生任何实质性的排放和废物，也不存在严重污染。尽管如此，我们监测可能影响我们业务、战略和财务表现的环境及气候相关风险，并评估其在短期、中期和长期范围内造成的影响程度。我们监测广泛的指标，如电力消耗、温室气体排放、用水量和废物产生，以管理我们运营中产生的环境及气候相关风险，并致力于为员工提供充分支持，培育友好而富有激励性的企业文化。这一承诺可能需要承担大量额外成本，并可能影响我们的盈利能力。请参阅"业务——环境、社会及管治"。
此外，不断增加的ESG相关监管要求，包括我们经营所在司法管辖区的各种ESG披露规定，可能导致合规成本上升，销售成本也可能随之增加。若未能适应新法规或满足不断演变的行业预期和标准，可能导致消费者转而选择其他公司的产品，这可能对我们的经营业绩和财务状况产生重大不利影响。
若我们未能维持现有的非汽车解决方案分销渠道，我们的业务、财务状况及经营业绩可能受到不利影响。
在业绩记录期间，我们来自非汽车解决方案的收入占比较小，分别为人民币5,660万元、人民币1.045亿元、人民币8,120万元、人民币2,650万元及人民币2,150万元，分别占我们2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月总收入的12.1%、11.5%、5.2%、7.1%及2.3%。来自非汽车解决方案分销商的收入仅占我们总收入的极小部分，我们预计其对总收入的贡献比例将持续下降。我们维持和拓展非汽车解决方案的能力将取决于我们能否维持有效的分销渠道，以确保及时向相关客户交付我们的解决方案。然而，我们对分销商的控制相对有限，分销商可能未能按照我们设想的方式分销我们的产品。若价格管控或其他因素大幅压缩分销商通过向客户转售我们解决方案所能获得的利润空间，他们可能终止与我们的合作关系。尽管非汽车解决方案并非我们的核心业务重点，但鉴于其收入贡献，若一个或多个分销商的销售额下降或与我们终止合作，而汽车解决方案的销售额未能相应增加，或出于任何其他原因，均将对我们的业务、经营业绩、财务状况及现金流造成损害。
We may not have sufficient insurance coverage to cover our business risks.
Our ADAS and AD solutions are used for vehicle driving, which presents the risk of significant injury, including fatalities. We may be subject to claims if a vehicle using one of our solutions is involved in an accident and persons are injured or purport to be injured or if property is damaged. Any insurance that we carry may not be sufficient or it may not apply to all situations. If we experience such an event or multiple events, our insurance premiums could increase significantly or insurance may not be available to us at all. Further, if insurance is not available on commercially reasonable terms, or at all, we might need to self-insure. In addition, lawmakers or governmental agencies could pass laws or adopt regulations that limit the use of ADAS and AD technology or increase liability associated with its use. Any of these events could adversely affect our brand, relationships with users, operating results, or financial condition.
Higher labor costs and inflation may adversely affect our business, results of operations, financial condition and prospects.
Inflation in mainland China and globally have risen in recent years. Rising inflation may be reflected in the prices of raw materials from our suppliers. Factors such as changes in minimum wage laws, labor market dynamics, or increased competition for skilled labor in the industry may lead to higher labor expenses. Such increases could exert upward pressure on the fees that we paid to our employees or other third-party service providers. Our ability to manage and mitigate the impact of rising labor costs through operational efficiencies, process improvements, or technological innovations will also significantly influence our competitiveness and financial performance. However, there is no guarantee that we will succeed in effectively managing the impact of rising labor costs. Moreover, higher cost for labor and raw materials might necessitate adjustments in service pricing, potentially making our solutions less competitive in the market. Attempts to pass on increased labor costs to customers through higher service fees could result in reduced demand or market share loss.
We may not be able to adequately protect or enforce our intellectual property rights throughout the world, and our efforts to do so may be costly.
We rely on proprietary technology, and we are dependent on our ability to protect such technology. If we are not able to adequately protect or enforce the intellectual property rights relating to our ADAS and AD solutions and other technologies, competitors could be able to access and use them, and our operations and financial condition could be adversely affected. We currently attempt to protect our technology through a combination of patent, copyright, trademark and trade secret laws, employee and third-party nondisclosure agreements and similar means. Despite our efforts, other parties may unintentionally or willfully disclose, obtain or use our technologies or systems. Software piracy has also been, and is expected to be, a persistent problem for the software industry. Despite the precautions we have taken, unauthorized third parties, including our competitors, may be able to copy certain portions of
our software solutions or reverse engineer or obtain and use information that we regard as proprietary. Our competitors may also be able to independently develop similar or superior products, software or solutions without copying our proprietary software or other technology or design around our patents. Further, we may not have adequate intellectual property rights in certain proprietary technology in jurisdictions that are important to the business or that one day may become important to the business where we do not currently own any issued or applied-for patents. In addition, the laws of some foreign countries do not protect our intellectual property rights as fully as do the laws of other countries, and our ability to protect our intellectual property rights will differ per jurisdiction. Last but not least, we did not adopt an aggressive or offensive global intellectual property strategy to enforce our intellectual property rights, which may expose us to greater risk of infringement by third parties.
In addition, any litigation initiated by us concerning the infringement by third parties of our intellectual property rights is likely to be expensive and time consuming and could lead to the invalidation of, or render unenforceable, our intellectual property rights, or could otherwise have negative consequences for us. We may be a party to claims and litigation as a result of alleged infringement by third parties of our intellectual property rights. Even when we sue other parties for such infringement, that suit may have adverse consequences for our business. Any such suit may be time consuming and expensive to resolve and may divert our management's time and attention from our business. Furthermore, it could result in a court or governmental agency invalidating, narrowing the scope of, or rendering unenforceable our patents or other intellectual property rights upon which the suit is based, which may seriously harm our business. Additionally, monitoring unauthorized use and disclosures of our proprietary technology, intellectual property and confidential information can be difficult and expensive. We cannot be sure that the steps we have taken will prevent misappropriation, infringement and violation of our intellectual property or proprietary rights. If we are unable to adequately protect, establish, maintain or enforce our intellectual property or other proprietary rights, our business, financial condition and results of operations may be adversely affected.
We may become subject to litigation brought by third parties claiming infringement by us of their intellectual property rights.
The industry in which our business operates is characterized by a large number of patents, some of which may be of questionable scope, validity or enforceability. As a result, there is a significant amount of uncertainty in the industry regarding patent protection and infringement, and we cannot be certain that the conduct of our business does not and will not infringe, misappropriate or otherwise violate intellectual property or proprietary rights of third parties. In recent years, there has been significant litigation globally involving patents and other intellectual property rights. We could become subject to claims and litigation alleging infringement by us of third-party patents, copyrights or trade secrets. For example, in the event that we recruit employees from other technology companies, including certain potential competitors, and these employees used or alleged to have used certain know-how, technology or contents, or the participation by such employees in our research and development, we may become subject to claims that such employees have improperly used or disclosed trade secrets
或其他专有信息。这些索赔及由此产生的任何诉讼，若对我们作出不利裁决，可能使我们承担重大损害赔偿责任，对我们的解决方案或业务运营施加临时或永久禁令，或使我们的知识产权无效或无法执行。不利判决还可能导致声誉受损，或迫使我们采取代价高昂的补救措施，例如重新设计我们的解决方案。此外，由于专利申请可能需要多年才能获得授权，目前可能存在我们尚不知晓的待审申请，这些申请日后可能形成已授权专利，而我们的解决方案可能构成侵权。若我们的任何解决方案侵犯有效且可执行的专利，或若我们希望避免就我们解决方案的任何涉嫌侵权行为进行潜在的知识产权诉讼，我们可能被禁止销售我们的解决方案，或选择不予销售，除非我们获得许可，而该许可可能无法获得，或仅能以商业上不合理、不利或其他不可接受的条款获得。或者，我们可能被迫支付巨额特许权使用费，或被迫重新设计一项或多项解决方案以避免任何侵权或相关指控。此外，若客户、业务合作伙伴或第三方因使用我们的解决方案而遭受侵权诉讼，我们可能面临向其提供赔偿或其他救济的责任。
我们在重新设计解决方案以避免任何涉嫌侵权方面的尝试也可能不会成功。针对我们的侵权指控若获胜诉，或我们未能或无力在可接受的条款下及时开发并实施非侵权技术或获得被侵权技术的许可，可能对我们的业务和经营业绩产生重大不利影响。此外，此类诉讼无论结果如何，均可能耗费大量时间和费用方能解决，并可能分散管理层对我们业务的时间和注意力，从而严重损害我们的业务。此外，此类诉讼无论结果如何，均可能严重损害我们在原始设备制造商、一级供应商以及整个智能汽车行业中的声誉。
此外，尽管我们认为已就在解决方案开发过程中使用的所有第三方知识产权取得了适当许可，但第三方仍可能对我们提出侵权主张，包括非执业实体有时采取的激进机会主义行动——此类实体的商业模式是向像我们这样的运营公司获取专利许可收入。任何此类主张，无论其是否具有实质依据，均可能耗费大量时间和费用方能解决，并可能导致诉讼，或要求我们为第三方知识产权获取许可。此类许可可能无法获得，或可能无法以商业上合理的条款获得。此外，随着我们继续开发软件解决方案并利用新技术和创新扩展我们的产品组合，我们面临的侵权威胁风险可能会增加。
Our patent applications may not be issued as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting solutions similar to ours.
We cannot be certain that we are the first inventor of the subject matter for which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has filed a patent application covering the same subject matter as we have developed, and such application has priority against our patent application, we may not be entitled to the protection sought by our patent application, including preventing third parties from commercializing the same or similar technologies. Further, the scope of protection of patent claims may be limited or narrowed if the examining authority determines there is cause to do so, such as if claims included in the patent application cover subject matter that is ineligible for patent protection or is obvious, or are deemed to lack sufficient detail to enable practicing the invention or in the event of the existence of prior art. As a result, we cannot be certain that the patent applications that we file will result in issued patents, or that our issued patents will be broad enough to protect our technology or otherwise afford protection against competitors with similar technology. In addition, the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Our competitors may challenge or seek to invalidate our issued patents, or design around our issued patents, which may adversely affect our business, prospects, financial condition or operating results. Also, the costs associated with enforcing patents, confidentiality and invention agreements, or other intellectual property rights may make aggressive enforcement impracticable.
Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our solutions.
The scope of patent protection in various jurisdictions is uncertain. Changes in either the patent laws or their interpretation in China or other countries may diminish our ability to protect our inventions, obtain, maintain, defend, and enforce our intellectual property rights and, more generally, could affect the value of our intellectual property or narrow the scope of our patent rights. We cannot predict whether the patent applications we are currently pursuing and may pursue in the future will issue as patents in any particular jurisdiction or whether the claims of any future granted patents will provide sufficient protection from competitors. The coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance.
Even if patent applications that we own currently or in the future issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain.
We depend on licenses for certain technologies from third parties for which we pay royalties.
We integrate certain technologies developed and owned by third parties into our solutions for the development of our processing hardware through license and technology transfer agreements. We pay royalties for the intellectual property of such technologies as provided by third parties. Under these agreements, we are obligated to pay royalties for each unit of our solutions that we sell which incorporates such third-party technology. If we are unable to renew their contractual terms on a favorable basis, we may incur additional costs that may affect the cost structure and pricing considerations of our solutions. If we are unable to maintain our contractual relationships with the third-party licensors on which we depend, we may not be able to find replacement technology to integrate into our solutions on a timely basis or for a similar royalty fee. In these events, our cost structure and pricing considerations may be impacted, and our business, results of operations and financial condition may be materially and adversely affected.
We may be subject to claims for remuneration or royalties for assigned service invention rights by our employees that result in litigation, which would adversely affect our business, results of operations and financial condition.
We face a potential risk of litigation from claims by our employees seeking remuneration or royalties for their service inventions that have been assigned to the Company. Such claims, if they arise, could lead to costly and time-consuming legal disputes, diverting management attention and resources from our core operations. This could negatively impact our business and financial condition.
Moreover, adverse outcomes in these litigations could result in significant financial liabilities and harm our reputation, affecting our relationships with both current and potential employees and customers. This scenario represents a substantial risk to our operational and financial stability.
Confidentiality agreements and non-compete covenants with employees and other third parties may not adequately prevent the disclosure of trade secrets and other proprietary information.
We have devoted substantial resources to the development of our technology and know-how. Although we enter into employment agreements with confidentiality, non-compete covenants and intellectual property ownership clauses with our employees, we cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach in time or at all, or that our proprietary technology, know-how or other intellectual property will not otherwise become known to third parties. Similarly, if we recruit employees who breached confidentiality, non-compete covenants with their prior employers, we may become subject to claims that such employees have improperly used or disclosed trade secrets or other proprietary information in violation of their confidentiality, non-compete covenants in a way that benefits us. In addition, others may independently discover trade secrets and
proprietary information, limiting our ability to assert any proprietary rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive position.
We utilize open-source software, which may pose particular risks to our business.
We use open-source software in our solutions and anticipate using open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of, combined with or linked to their own proprietary software, or those who distribute proprietary software derived from open-source software, to publicly disclose all or part of the source code to such proprietary software, to permit modifications of such proprietary software or to make available any modifications or derivative works of the open-source code on unfavorable terms or at no cost. This could result in our proprietary software being made available in the source code form and/or licensed to others under open-source licenses, which could allow our competitors or other third parties to use and modify our proprietary software freely without spending the development effort. This could lead to a loss of the competitive advantage of our proprietary technologies and, as a result, sales of our solutions. There is a risk that open-source software licenses may be construed in a manner that imposes unanticipated conditions on our ability to provide solutions or retain ownership of our proprietary intellectual property, particularly given that the terms of many open-source licenses to which we are subject have not been interpreted by courts of law. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, the derivative works that we developed using such open-source software, which could include our proprietary source code, or otherwise seeking to enforce the terms of, or alleging breach of, the applicable open-source license. These claims could result in costly litigation and could require us to make our proprietary software source code freely available, purchase a costly license, or cease offering the implicated solutions unless and until we can re-engineer them to avoid using or being based on any open-source software or otherwise avoid breach of the applicable open-source software licenses or potential infringement. This re-engineering process could require us to expend significant additional research and development resources, and we cannot guarantee that we will be successful.
Additionally, the use of certain open-source software can lead to greater security and operational risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, and we cannot ensure that the authors of such open-source software will implement or push updates to address security risks or will not abandon further development and maintenance. To the extent that our solutions depend upon the successful operation of the open-source software they use, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our solutions, delay the introduction of new solutions, result in a failure of our solutions, and harm our reputation. Moreover, undetected errors or defects in open-source software could render it vulnerable to data breaches or cyberattacks and make our systems more vulnerable to such attacks and breaches. We have processes to help alleviate these risks, including a review
process for screening requests from our developers for the use of open-source software, but we cannot be sure that all open-source software is identified or submitted for approval prior to use in connection with our software or solutions. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could adversely affect our ownership of proprietary technology, the security of our systems and vehicles using them, or our business, results of operations, and financial condition.
In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how as well as our copyrights.
We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors, scientific advisers and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets used by our third-party manufacturers and partners and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, scientific advisers and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets.
With respect to intellectual property rights in software, we selectively register copyrights in certain circumstances. While international conventions and international treaties may provide meaningful protection against unauthorized copying of software, the laws of some foreign jurisdictions may not protect proprietary rights to the same extent as the international conventions or international treaties. The absence of internationally harmonized intellectual property laws makes it more difficult to ensure consistent protection of our proprietary rights.
We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.
**We have a history of losses and operating cash outflow as well as net current liabilities and negative equity during the Track Record Period, and there is no assurance that we will become or subsequently remain profitable.**
Since our inception, we have incurred operating losses and net losses. In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we had operating losses for the periods of RMB1,335.3 million, RMB2,132.0 million, RMB2,030.5 million, RMB1,237.3 million and RMB1,105.4 million, respectively, and net losses for the periods of RMB2,063.6 million, RMB8,720.4 million, RMB6,739.1 million, RMB1,888.5 million and RMB5,098.1 million, respectively. Our net loss positions was primarily due to our significant research and development expenses during the Track Record Period to enhance our key technology pillars as well as the fair value changes of preferred shares and other financial liabilities. For details on our fair value changes of preferred shares and other financial instrument, see "— Fair value changes of preferred shares and other financial liabilities and related valuation uncertainty may materially affect our results of operations and financial condition." We recorded net cash outflow from operating activities of RMB1,111.0 million, RMB1,557.3 million, RMB1,744.5 million, RMB1,166.0 million and RMB726.0 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. We expect to incur operating losses and net losses as well as net cash outflow from operating activities in the near future.
We anticipate that our cost of sales and operating expenses will further increase in the foreseeable future as we continue to grow our business, expand globally with our customers, invest and innovate our key technology pillars, and further broaden our solutions offerings. Our ability to achieve profitability and generate positive operating cash flow in the future depends on many factors, such as our abilities to:
- design, develop, manufacture and commercialize our solutions and platforms with our OEM and tier-one supplier customers;
支持我们不断增长的运营，并为成为一家公开报告公司做准备。
如果我们的收入增长不足，或研发费用及其他运营费用的增加未能伴随收入的相应增长，我们的业务、经营业绩和财务状况可能受到不利影响。此外，如果我们的收入增长速度不够，我们可能无法削减研发费用或运营费用，因为其中许多为固定支出。 – 103 –
风险因素 因此，我们无法保证未来将实现盈利或产生正向经营现金流。
截至2021年、2022年、2023年12月31日及2024年6月30日，我们分别录得流动负债净额人民币8,992.5百万元、人民币18,347.7百万元、人民币26,714.0百万元及人民币31,643.6百万元。此外，截至2021年、2022年、2023年12月31日及2024年6月30日，我们分别录得净负债人民币8,393.9百万元、人民币17,438.5百万元、人民币24,665.4百万元及人民币29,815.1百万元，主要由于我们的优先股及以公允价值计量且其变动计入损益的其他金融负债所致。我们预计于全球发售完成后将实现净资产状况，届时优先股将因自动转换为普通股而由金融负债重新分类为权益。我们的净负债状况使我们面临流动性风险。我们在不久的将来可能仍处于净负债状况，这可能限制我们用于运营的营运资金或用于扩张计划的资本，并对我们的业务、经营业绩及财务状况造成重大不利影响。
我们需要进行大量资本和运营支出，且未来可能需要筹集额外资本，而该等资本的筹集条件可能对我们并不有利，或根本无法筹集。若我们无法在需要时以有利条件筹集额外资金，我们的运营及前景可能受到不利影响。
我们解决方案的开发将需要我们定期进行资本和运营支出，以维持我们的服务水平。竞争环境的变化或ADAS及自动驾驶解决方案领域出现任何重大进展，可能要求我们投入大量资本以保持竞争力。截至2024年6月30日，我们的股东权益总亏损为人民币29,815.1百万元，且我们在2021年、2022年、2023年及截至2024年6月30日止六个月均产生净亏损。我们预计资本和运营支出需求将主要与研发费用相关，用于维护和升级我们的ADAS及自动驾驶解决方案，以服务客户并保持竞争力。2023年，我们75.4%的运营费用用于研发活动。如果我们无法为此类投资提供资金，或未能对研发和运营进行投资，我们的业务、经营业绩或财务状况可能受到不利影响。我们的资本和运营支出需求将取决于多项因素，包括但不限于：
一般经济状况，包括国际冲突的影响及其对汽车行业的特定影响。
此外，如果我们的资本需求与目前计划存在重大差异，我们可能需要比预期更早筹集额外资本。如果通过发行股权或可转换债务证券筹集额外资金，届时我们股东的持股比例将被摊薄。额外融资可能无法在有利条件下、及时或以任何条件获得。如果无法获得充足资金或无法在可接受的条件下获得资金，我们可能无法按计划继续运营、开发或改进我们的解决方案、拓展销售和市场推广计划、把握未来机遇或应对竞争压力。
以股份为基础的付款可能对我们的财务业绩产生重大不利影响，并对我们的股东造成持股摊薄。
股份激励计划的设立旨在使我们的董事、高级管理层及核心员工受益，作为其向我们提供服务的报酬，并激励和奖励对我们公司成功作出贡献的合资格人士。有关雇员激励计划的主要条款，请参阅"附录四——法定及一般资料——D. 股份激励计划"。2021年、2022年、2023年及截至2023年6月30日及2024年6月30日止六个月，我们分别录得以股份为基础的付款合计人民币196.4百万元、人民币173.7百万元、人民币341.8百万元、人民币178.9百万元及人民币236.6百万元。
为进一步激励我们的员工，我们未来可能产生额外的以股份为基础的付款费用。我们认为此类股份奖励对于我们吸引、留住和激励关键人才至关重要，且我们未来可能继续授予股份奖励。与此类以股份为基础的付款相关的费用亦可能增加我们的运营费用，从而对我们的财务业绩产生不利影响。就此类以股份为基础的付款而发行额外股份，可能摊薄我们股东的持股比例，并可能导致我们股份价值下降。
We may be subject to inventory obsolescence risk.
Our business expansion requires us to manage a large volume of inventory effectively. Our inventories primarily consisted of processing hardware that are in final testing stage or are in the early stage of manufacturing. Our inventories increased from RMB113.9 million as of December 31, 2021, to RMB363.5 million as of December 31, 2022, and further to RMB790.9 million as of December 31, 2023. Our inventories subsequently decreased to RMB703.1 million as of June 30, 2024. Our inventory turnover days increased from 192 days in 2021 to 313 days in 2022, to 461 days in 2023, and to 694 days for the six months ended June 30, 2024. The increase in inventory turnover days during the Track Record Period was primarily because we build up inventory levels to (i) address the demands from downstream OEMs and (ii) proactively manage the potential supply chain shortage risk for auto parts of the automotive industry. The increase in inventory turnover days to 694 days for the six months ended June 30, 2024 was mainly driven by relatively high average opening and closing balance of the inventories for the six months ended June 30, 2024. Such inventory balance cannot decrease significantly within six months because of the lengthy production lead-time as well as time required before consuming finished goods. The increase in inventory turnover days for the six months ended June 30, 2024 was also attributable to slower occurrence of cost of sales during the first half of the year. According to CIC, the first half, in particular the first quarter, of each year is usually not a peak season for vehicle sales due to seasonal influence, which affects the delivery volume of product solutions as well as related cost of sales. These factors are reflected in the revenue mix change for the six months ended June 30, 2024 compared to the year ended December 31, 2023. An increase in revenue from licenses and services as a percentage of total revenue in the first half of 2024 is resulting in a higher gross profit margin and a proportionately lower cost of sales, leading to an increase in inventory turnover days for the six months ended June 30, 2024. However, we cannot guarantee that our inventories can be fully utilized, as the optimal usage period of inventories before being installed on end products typically does not exceed three years. According to CIC, such inventories usually have a life cycle ranging from approximately seven to 15 years. After exceeding the optimal usage period, typically within three years, inventories may need additional inspections and re-evaluations to maintain such life cycle. As our business expands, our inventory obsolescence risk may also increase commensurately with the increase in our inventories and our inventory turnover days.
Our results of operations may be affected from period to period due to the seasonality of our business and fluctuations in our operating costs
Our results of operations may be affected from period to period due to many factors, including seasonal factors that may affect the demand for our product solutions as impacted by the market trends of the automotive industry. Our customers usually experience a slow season/off-season in their own sales volumes during and following the Chinese New Year holidays in the first half of the year, and thus can have an impact on our results of operations in the first quarter. Sales of our product solutions tend to increase in the second half of the year, which is generally in line with the overall automotive industry in China. Our results of operations could also suffer if we do not achieve revenue consistent with our expectations for this seasonal demand because many of our expenses are based on anticipated levels of annual
RISK FACTORS revenue. Due to the foregoing factors, our financial condition and results of operations for future periods may continue to fluctuate and our historical periodical results may not be comparable to future periods. Moreover, due to our relatively limited operating history, the seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results. As a result, the trading price of our shares may fluctuate from time to time due to seasonality.
优先股及其他金融负债的公允价值变动及相关估值不确定性可能对我们的经营业绩和财务状况产生重大影响。
我们在截至2021年、2022年及2023年12月31日止年度的综合损益表中，分别录得优先股及其他金融负债公允价值变动人民币7.640亿元、人民币66.554亿元及人民币47.604亿元，以及截至2023年及2024年6月30日止六个月分别录得人民币7.136亿元及人民币40.127亿元。我们已通过向投资者发行优先股及可转换贷款完成多轮融资。详情请参阅本招股说明书附录一所载会计师报告附注28(a)。于本次全球发售完成后，所有上述优先股将自动转换为B类普通股。于到期时，可转换贷款的全部本金及应计利息将自动强制转换为B类普通股。所有优先股及其他金融负债于转换后将重新分类为权益，且转换后将不再以公允价值计量。此外，上述投资者有权在本次全球发售未于特定日期或之前完成，或在发生某些特定事件时，要求我们赎回相关优先股。有关上述投资者的身份及背景，请参阅"历史、重组及公司架构——上市前投资者信息"。有关可转换贷款的转换机制及进一步详情，请参阅"历史、重组及公司架构——可转换贷款"。
优先股按公允价值基准入账。我们采用折现现金流法确定相关股权价值，并采用股权分配模型确定优先股的公允价值。主要估值假设包括折现率、无风险利率、缺乏可销售性折扣及波动率。上述任何假设的变化均可能导致不同的估值结果，进而引起向投资者发行的上述金融工具公允价值的变动。我们采用二叉树期权定价模型对可转换贷款进行公允价值估计，主要假设包括无风险利率及债券收益率。在全球发售结束前，如我们需要对优先股及其他金融负债重新估值，优先股及其他金融负债公允价值的任何变动及相关估值不确定性均可能对我们的经营业绩及财务状况产生重大影响。
Failure to fulfill our obligations in respect of contract liabilities could adversely affect our liquidity and financial condition.
Our contract liabilities mainly represent cash collections in advance of fulfilling performance obligations. Our contract liabilities amounted to RMB5.5 million, RMB63.1 million, RMB24.9 million and RMB12.1 million as of December 31, 2021, 2022 and 2023 and June 30, 2024. See "Financial Information — Discussion of Selected Items from our Consolidated Statements of Financial Position — Liabilities — Contract Liabilities." There is no assurance that we will be able to fulfill our obligations in respect of contract liabilities as the fulfillment of our performance obligations is subject to various factors that are beyond our control. If we are not able to fulfill our obligations with respect to our contract liabilities, the amount of contract liabilities will not be recognized as revenue, and we may have to refund the advance payment made by our customers. As a result, our liquidity and financial condition may be adversely affected.
We are subject to credit risk related to delay in payment and defaults of customers or related parties, which would adversely affect our liquidity and financial condition.
We are exposed to credit risk related to delay in payment and defaults of our various customers or related parties. As of December 31, 2021, 2022 and 2023 and June 30, 2024, our trade and note receivables (including long term trade receivables) amounted to RMB169.4 million, RMB420.7 million, RMB541.1 million, and RMB709.9 million, respectively, and our prepayments and other assets (excluding long term trade receivables) amounted to RMB315.3 million, RMB269.3 million, RMB222.4 million and RMB259.3 million, respectively. We may not be able to collect all such trade and notes receivables and prepayments and other assets due to a variety of factors that are beyond our control, including long payment cycle of certain of our suppliers, adverse operating condition or financial condition of customers, and customers' inability to pay caused by their end users' delay in payment. If our customers or related parties delay or default in their payments to us, we may have to make impairment provisions and write-off the relevant receivables and hence our liquidity and financial condition would be adversely affected.
Fluctuations in changes in fair value of our financial assets at fair value through profit or loss would affect our financial results.
We have invested in, and intend to continue to selectively invest in, businesses, assets and technologies that complement our existing business and may make other financial investments. We recorded financial assets at fair value through profit or loss of RMB46.3 million, RMB68.8 million, RMB80.8 million and RMB85.6 million as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively. These financial assets at fair value through profit or loss included our investments in unlisted companies and commitment derivative. The fair value changes in our financial assets measured at fair value through profit or loss may negatively affect our financial performance. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity
specific estimates. The valuations of our investments require the use of unobservable inputs, judgments and estimates, such as risk-free rate, expected volatility, discount rate for lack of marketability and market multiples. Any change in the estimates and assumptions may lead to a change in the fair value of the financial assets, which in turn could negatively affect our financial conditions and results.
我们面临与合营企业或联营公司相关的若干风险。
We are subject to certain risks relating to our joint ventures or associates.
我们已投资于联营公司及合营企业，未来亦可能继续如此。该等联营公司及合营企业的业绩已对我们的经营业绩及财务状况产生影响，并将继续产生影响。截至2021年、2022年及2023年12月31日及2024年6月30日，我们于联营公司及合营企业的投资分别录得人民币2,710万元、人民币6,400万元、人民币110,770万元及人民币85,350万元。详情请参阅本招股说明书附录一所载会计师报告附注13。我们于联营公司及合营企业的投资流动性不及其他投资产品，因为即使联营公司或合营企业在权益法核算下录得盈利，在收到股息之前亦不会产生现金流入。此外，我们迅速出售联营公司或合营企业中一项或多项权益以应对经济、财务及投资状况变化的能力有限。市场受多种因素影响，例如整体经济状况、融资可得性、利率及供求关系，其中许多因素超出我们的控制范围。我们无法预测能否按照我们设定的价格或条款出售联营公司或合营企业中的任何权益，亦无法预测潜在买方提出的任何价格或其他条款是否为我们所接受。我们亦无法预测寻找买方及完成相关交易所需的时间。因此，我们于联营公司及合营企业投资的非流动性本质可能大幅限制我们应对联营公司业绩不利变化的能力。联营公司或合营企业的成功取决于若干因素，其中部分超出我们的控制范围。因此，我们可能无法从该等联营公司及合营企业中实现预期的经济及其他利益，例如从其获得股息。
We have invested in associated companies and joint ventures and may continue to do so in the future. The performance of such associates and joint ventures has affected, and will continue to affect, our results of operations and financial position. We recorded RMB27.1 million, RMB64.0 million, RMB1,107.7 million and RMB853.5 million in investments in associates and joint ventures as of December 31, 2021, 2022 and 2023 and as of June 30, 2024, respectively. For details, see Note 13 of the Accountant's Report included in Appendix I to this Prospectus. Our investments in associates and joint ventures are not as liquid as other investment products as there is no cash flow until dividends are received even if the associates or joint ventures reported profits under the equity method of accounting. Furthermore, our ability to promptly sell one or more of our interests in our associates or joint ventures in response to changing economic, financial and investment conditions is limited. The market is affected by various factors, such as general economic conditions, availability of financing, interest rates and supply and demand, many of which are beyond our control. We cannot predict whether we will be able to sell any of our interests in the associates or joint ventures for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a purchaser and to complete the relevant transaction. Therefore, the illiquidity nature of our investment in associates and joint ventures may significantly limit our ability to respond to adverse changes in the performance of our associates. The success of an associate or a joint venture depends on a number of factors, some of which are beyond our control. As a result, we may not be able to realize the anticipated economic and other benefits from such associates and joint ventures, such as receiving dividends from them.
特别是，我们面临与CARIZON相关的若干风险。CARIZON是我们与大众汽车集团（Volkswagen Group）附属公司共同设立的合营企业，相关风险包括但不限于：CARIZON处于亏损状态；CARIZON的发展重点可能与我们不一致；我们可能无法成功实现投资收益或收回投资；我们可能投入额外资金；以及我们的持股比例可能被摊薄，上述情况均可能对我们的业务及财务业绩产生重大不利影响。详情请参阅"业务——我们与大众汽车集团的合作——CARIZON——我们与大众汽车集团的合营企业"。
In particular, we face certain risks in relation to CARIZON, a joint venture we established with affiliate of Volkswagen Group, including, among others, that CARIZON is loss making, and CARIZON's development priorities may not align with ours, we may not be successful in realizing the benefits of our investment or recouping our investment, we may invest additional amounts, and our shareholding percentage may be diluted, which could have a material and adverse effect on our business and financial results. For details, see "Business — Our Partnership with Volkswagen Group — CARIZON — Our Joint Venture with Volkswagen Group."
CARIZON在业绩记录期间录得亏损，由于我们采用权益法对CARIZON进行核算，该等亏损已对我们的经营业绩及财务业绩产生不利影响。若CARIZON未来继续亏损，我们可能进一步录得应占净亏损。由于我们可能继续投资于
CARIZON experienced losses during the Track Record Period, and as we account for CARIZON using the equity method of accounting, such losses have had an adverse impact on our results of operations and financial results. We may record additional share of net loss if CARIZON continues to be loss making in the future. As we may continue to invest in
CARIZON and CARIZON could potentially be loss making, we cannot assure you that we will no longer record additional share of net loss. Our additional investments to CARIZON, if made, may include equity investments and/or financial assistance which may have an adverse impact on our liquidity abilities.
We do not control CARIZON, and we cannot assure you that CARIZON's development priorities will align with ours. In the event that CARIZON is unable to achieve its business strategies or if any dispute arises with Volkswagen Group with respect to CARIZON and its operations or strategic directions, we may not be able to recoup our investment in CARIZON and may lose our entire investment. Since the customized driving automation solutions industry is challenging and rapidly evolving and the joint venture between Volkswagen Group and us is subject to a number of conditions and uncertainties, we cannot assure you that we will be able to implement the development plan as set out in accordance with the current joint venture agreement. We may enter into amendments to the current joint venture agreement with Volkswagen Group from time to time to reflect the fast-changing market and industry conditions. We may invest additional capital in CARIZON, and we cannot assure you that we will be successful in realizing the benefits of our investment or recouping our investment. If Volkswagen Group or we fail to perform our respective obligations under the joint venture agreement in a timely manner, or at all, CARIZON would experience delays in establishing and developing its own products and solutions. In addition, the joint venture may not succeed and may be terminated due to failure to establish a sustainable business, geopolitical tensions, or become a target of sanctions. As a result, our business prospects, financial conditions and results of operations may be materially and adversely affected.
Furthermore, our shareholding percentage in CARIZON may be diluted, and our influence over CARIZON may be reduced. In the event CARIZON is in need of additional capital resources and a proposed capital injection plan is declined by us, CARIZON will likely need to seek capital from alternative sources, which may result in the dilution of our equity interest in CARIZON, reduction of our influence over CARIZON through board representation or else CARIZON could cease operations, each of which could have adverse consequences for us. If CARIZON is unable to obtain sufficient capital from alternative sources, its daily operation and business could be materially and adversely affected, and we may lose our entire investment.
If facts and circumstances involving our relationship with D-GUA Brother LP were to change, it could lead to a reduction in our interest in D-Robotics or, if there is a loss of control, deconsolidation of D-Robotics in our consolidated financial statements.
To streamline our non-automotive solutions businesses, D-Robotics was incorporated in September 2023 as one of our subsidiaries. In June 2024, in order to maintain the voting power in D-Robotics by the Company's founders, D-Robotics adopted the WVR structure in which D-Robotics issued class B ordinary shares to Horizon Together Holding Ltd. ("Horizon Together"), a wholly owned subsidiary of our Company. For details of the WVR structure, see "Connected Transactions — Connected Persons." Based on an acting-in-concert agreement between Horizon Together and D-GUA Brother LP, the employee stock ownership platform of
D-Robotics, together with a power of attorney granted from the Company's founders to Horizon Together on the matter of appointment of the board members of D-Robotics, the Group continues to control D-Robotics as it is exposed to and has the rights to the variable return from D-Robotics through its holding of 69.84% issued share capital, and the ability to affect D-Robotics' return through its controlling of 72.23% of the voting rights in D-Robotics and right to appoint the majority of the board members of D-Robotics. See "Financial Information — Indebtedness — Preferred Shares and Other Financial Liabilities at Fair Value through Profit or Loss."
Changes in facts and circumstances relating to the acting-in-concert agreement between Horizon Together and D-GUA Brother LP, or our relationship with D-GUA Brother LP generally, could result in a reduction of our interest in D-Robotics. For example, D-GUA Brother LP may fail to abide by the acting-in-concert agreement, for which we may have limited or no recourse. Furthermore, acting-in-concert agreement may be terminated and D-GUA Brother may make business decisions, take risks, or otherwise act in a manner that does not align with our interests or our direction for the business development of D-Robotics, which could materially and adversely affect our control over D-Robotics. Such changes in facts and circumstances would lead to re-assessment on whether we continue to control D-Robotics and/or the extent of our controlling interest under IFRS. If facts and circumstances were to change to an extent such that there is a loss of control by us over D-Robotics, then that would lead to deconsolidation of D-Robotics in our consolidated financial statements, which would adversely affect our business, financial condition and results of operations.
Changes in economic, political and social conditions, could have a material adverse effect on our business and prospects.
Substantially all of our revenue is derived from our businesses in the PRC during the Track Record Period. Accordingly, our financial condition, results of operations and prospects are, to a material extent, subject to economic, political, and legal developments in the PRC. If the macroeconomic condition in China experiences significant adverse changes, demand for our solutions and our ability to maintain our operations may suffer, which will consequently have a material adverse effect on our financial condition, results of operations and our future prospects.
China's economy has experienced significant growth over the past decades since the implementation of reform and opening-up policy. In recent years, the PRC government has implemented measures emphasizing the utilization of market forces in economic reform and the establishment of sound corporate governance practices in business enterprises. These economic reform measures may be adaptively adjusted from industry to industry or across different regions of the country. If the business environment in China changes, our business in China may also be materially and adversely affected.
We may be subject to the approval, filing or other requirements of the CSRC or other PRC governmental authorities in connection with capital raising activities.
On July 6, 2021, the relevant PRC government authorities issued the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law (《關於依法從嚴打擊證券違法活動的意見》). These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. See "Regulatory Overview — Laws and Regulations on Overseas Listing" for details.
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures, which have become effective on March 31, 2023. The Overseas Listing Trial Measures require, among others, that PRC domestic companies that seek to initially offer and list securities in overseas markets, either directly or indirectly, file the required documents with the CSRC within three business days after its application for overseas listing is submitted. See "Regulatory Overview — Laws and Regulations on Overseas Listing." We will file with CSRC within a specific time limit as required by the Overseas Listing Trial Measures. However, we cannot assure you that we could complete such filing in a timely manner or at all, the failure of which may restrict our ability to complete the proposed Listing.
On February 24, 2023, the CSRC and other relevant government authorities published 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》) (the "Archives Rules"), which came into effect on March 31, 2023. The Archives Rules require that, in relation to the overseas securities offering and listing activities of domestic enterprises, either in direct or indirect form, such domestic enterprises, as well as securities companies and securities service institutions providing relevant securities services, are required to strictly comply with relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities. The interpretation and implementation of the Archives Rules may keep evolving, failure to comply with which may materially affect our business, results of operations or financial conditions.
Furthermore, we cannot assure you that new rules or regulations promulgated in the future will not impose additional requirements or restrictions on us, our shareholders or our financing activities. We or our shareholders may not be able to comply with such additional requirements in a timely manner. In addition, we or our shareholders may be subject to sanctions by the CSRC or other PRC regulatory authorities for failure to seek CSRC filing or other government authorization or approval for this listing or any subsequent change in shareholding structure, it is uncertain whether we can or how long it will take us or our shareholders to obtain such approval or complete such administrative procedures and these regulatory authorities may impose fines and penalties on us or our shareholders, limit our operating activities in the PRC,
limit our ability to pay dividends outside the PRC, delay or restrict the repatriation of the proceeds from the Global Offering into the PRC or take other actions to restrict our financing activities, which could have a material adverse effect on our business.
If we fail to obtain and maintain the requisite licenses, permits, registrations and filings applicable to our business according to evolving legal requirements, our business, results of operations, financial condition and prospects may be adversely affected.
Under PRC laws and regulations, we are required to obtain or complete a number of licenses, approvals, registrations, filings and other permissions for our operation. As a fast-growing company that is continuously exploring new approaches to conduct our business and capture growth opportunities, we may become subject to additional license, approval and other requirements as we develop and expand our business scope and engage in different business activities. We may fail to meet such requirements timely or at all, in which case we may be subject to administrative penalties and our ability to expand our business and sustain our growth may be materially affected.
In addition, certain licenses, permits or registrations we hold are subject to periodic renewal. If we fail to maintain or renew one or more of our licenses and certificates when their current term expires, or obtain such renewals on a timely manner, our operations could be disrupted. Furthermore, due to the evolving interpretation and implementation of existing laws and the adoption of additional laws and regulations, the licenses, permits, registrations or filings we hold may be deemed insufficient by the PRC government, which may restrain our ability to expand our business scope and may subject us to fines or other regulatory actions. If any of these risks materializes, our business, results of operations, financial condition and prospects may be adversely affected.
We are subject to regulatory requirements in labor-related laws and regulations of the PRC. Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.
Pursuant to the PRC Labor Contract Law, or the Labor Contract Law, that became effective in January 2008 and was amended in December 2012 and its implementing rules that became effective in September 2008, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees' probation and unilaterally terminating labor contracts. We believe our current practice complies with the Labor Contract Law and its amendments. However, the relevant governmental authorities may take a different view and impose fines on us.
In accordance with relevant PRC laws and regulations, an employer shall pay basic pension insurance, basic medical insurance, work related injury insurance, unemployment insurance, maternity insurance and housing provident fund (collectively, the "Employee Benefits") for its employees in accordance with the rates and bases provided under relevant regulations and shall withhold the Employee Benefits that should be assumed by its employees. During the Track Record Period, we used third-party service providers to pay the Employee
我们部分员工的福利待遇。根据第三方服务提供商与我们签订的协议，第三方服务提供商有义务为我们相关员工缴纳员工福利。于最后实际可行日期，与我们合作的第三方服务提供商均未有未能缴纳或延迟缴纳我们员工的员工福利的情况。于最后实际可行日期，我们未就上述缴纳员工福利的做法收到相关政府部门的任何通知或询问，并已就缴纳员工福利取得合规证明。
根据我们中国法律顾问的意见，综合考虑上述陈述的事实，基于我们已取得的合规证明，以及我们未曾收到相关政府部门任何通知或询问的事实，我们被处以滞纳金或罚款或受到强制执行的风险相对较低。因此，上述事项不会对我们的业务、财务状况及经营业绩产生重大不利影响。
由于与劳动相关的法律法规的解释和执行仍在不断发展，我们的雇用做法可能在无意中违反中国劳动相关法律法规，这可能使我们面临劳动争议或政府调查。若我们被认定违反相关劳动法律法规，我们可能须向员工提供额外补偿，我们的业务、财务状况及经营业绩可能受到重大不利影响。
未能应对我们经营所在地区监管环境的变化可能对我们的业务、经营业绩及财务状况产生重大不利影响。
我们的业务和运营主要在中国开展，并受适用的中国法律、规则和法规约束。中国法律体系以成文法规及最高人民法院的解释为基础。此前的法院判决可被援引作为参考，但作为先例的效力有限。20世纪70年代末，中国政府开始颁布一套全面的法律法规体系，对各类经济事务进行规范。过去数十年间，立法的总体效果显著加强了对各类外资或私营部门在华投资的保护。我们的中国子公司须遵守适用于中国境内企业的各项中国法律法规。然而，由于上述法律法规相对较新，且中国法律体系和监管环境持续快速演变，许多法律、法规和规则的解释及执行可能发生变化，这可能影响我们的业务。
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the document based on foreign laws.
Substantially all of our business and operations are located in the PRC. In addition, almost all of our Directors, supervisors and officers reside in China and substantially all of their assets are located in China. It may be difficult for investors to effect service of process upon those persons residing in China or to enforce against us or them in China any judgments obtained from non-PRC courts. The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts of most other jurisdictions. As a result, recognition and enforcement in the PRC of judgments of a court in any of these jurisdictions outside China may be difficult or even impossible.
On July 14, 2006, the Supreme People's Court of the PRC and the Government of the Hong Kong Special Administrative Region signed an Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters (《最高人民法院關於內地與香港特別行政區法院相互認可和執行當事人協議管轄的民商事案件判決的安排》) (the "Arrangement"). Under the Arrangement, a party with an enforceable final court judgment rendered by any designated people's court of China or any designated Hong Kong court requiring payment of money in a civil and commercial case according to a written choice of court agreement, may apply for recognition and enforcement of the judgment in the relevant people's court of China or Hong Kong court. A written choice of court agreement is defined as any agreement in writing entered into between parties after the effective date of the Arrangement in which a Hong Kong court or a PRC court is expressly designated as the court having sole jurisdiction for the dispute. Therefore, it may not be possible to enforce a judgment rendered by a Hong Kong court in China if the parties in the dispute did not agree to enter into a choice of court agreement in writing. As a result, it may be difficult or impossible for investors to effect service of process against certain of our assets or Directors in China in order to seek recognition and enforcement of foreign judgments in China.
On January 18, 2019, the Supreme People's Court of the PRC and Hong Kong entered into an agreement regarding the scope of judgments which may be enforced between China and Hong Kong (《關於內地與香港特別行政區法院相互認可和執行民商事案件判決的安排》) (the "New Arrangement"). The New Arrangement will broaden the scope of judgments that may be enforced between China and Hong Kong under the Arrangement. Whereas a choice of jurisdiction needs to be agreed in writing in the form of an agreement between the parties for the selected jurisdiction to have exclusive jurisdiction over a matter under the Arrangement, the New Arrangement provides that the court where the judgment was sought could apply jurisdiction in accordance with certain rules without the parties' agreement. The New Arrangement will replace the Arrangement when the former becomes effective. The New Arrangement became effective on January 29, 2024 both in China and in Hong Kong. Under the New Arrangement, any party concerned may apply to the relevant PRC court or Hong Kong court for recognition and enforcement of the effective judgments in civil and commercial cases subject to the conditions set forth in the New Arrangement. Although the New Arrangement has
been signed, the outcome and effectiveness of any action brought under the New Arrangement may still be uncertain. We cannot assure you that an effective judgment that complies with the New Arrangement can be recognized and enforced in a PRC court.
We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
We are a Cayman Islands holding company, and we may rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services of any debt we may incur. Our PRC subsidiaries' ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.
If the preferential tax treatments granted by the PRC government become unavailable, our results of operations and financial condition may be adversely affected.
Our PRC subsidiaries are subject to the PRC corporate income tax at a standard rate of 25% on their taxable income, but certain of our PRC subsidiaries were accredited as "High and New Technology Enterprises," and are entitled to a preferential income tax rate of 15%. We cannot assure you that the PRC policies on preferential tax treatments will not change or that the current preferential tax treatments we enjoy or will be entitled to enjoy will not be canceled. Moreover, we cannot assure you that our PRC subsidiaries will be able to renew the same preferential tax treatments upon expiration. If any such change, cancelation or discontinuation of preferential tax treatment occurs, the relevant PRC subsidiaries will be subject to the PRC enterprise income tax, or EIT, at a rate of 25% on taxable income. As a result, the increase in our tax charge could materially and adversely affect our results of operations.
We are subject to PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental regulations of currency conversion when we use the proceeds of this Global Offering to make loans or additional capital contributions to our PRC subsidiaries.
We are an offshore holding company conducting our operations in China through our PRC subsidiaries. We may make loans to our PRC subsidiaries subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our PRC subsidiaries in China. Any loans to our PRC subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our PRC subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities investments other than banks' principal-secured products unless otherwise provided by relevant laws and regulations; (iii) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises). See "Regulatory Overview — Laws and Regulations on Foreign Exchange" for details on foreign exchange related regulations.
In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or future capital contributions by us to our wholly foreign-owned subsidiaries in China. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this Global Offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
Governmental regulation of currency conversion may limit our ability to utilize our revenue effectively and affect the value of your investment.
The conversion of Renminbi is subject to applicable laws and regulations in the PRC. We receive most of our payments from customers in Renminbi and may need to convert Renminbi into foreign currencies for the payment of dividends, if any, to holders of our Shares. Under the Chinese existing foreign exchange regulations, following the completion of the Global Offering, we will be able to pay dividends in foreign currencies without prior approval from SAFE or its local branches by complying with certain procedural requirements. However, we may not be able to pay dividends in foreign currencies to our Shareholders if access to foreign
currencies for current account transactions is restricted in the future. Foreign exchange transactions under our capital account continue to be subject to foreign exchange controls and require the approval of the SAFE or its local branches. These limitations could affect our ability to obtain foreign exchange through equity financing, or to obtain foreign exchange for capital expenditures.
Most of our revenue and costs are denominated in Renminbi. Any significant revaluation of the Renminbi may materially and adversely affect our results of operations, cash flows and financial condition. The exchange rate of the Renminbi against the U.S. dollar and other foreign currencies fluctuates and is affected by, among other things, the policies of the Chinese government and changes in China and in international political and economic conditions. Since 1994, the conversion of the Renminbi into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China, which are set daily based on the previous business day's interbank foreign exchange market rates and current exchange rates on the world financial markets. It is difficult to predict how market forces or government policies may impact the exchange rate between the Renminbi and the Hong Kong dollar, the U.S. dollar or other currencies in the future.
Changing international circumstances could result in appreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or other foreign currencies. If the Renminbi appreciates against other currencies significantly, and as we need to convert and remit the proceeds from the Global Offering and future financing into the Renminbi for our operations, appreciation of the Renminbi against the relevant foreign currencies would reduce the Renminbi amount we would receive from the conversion. On the other hand, because the dividends on our Shares, if any, will be paid in Hong Kong dollars, any devaluation of the Renminbi against the Hong Kong dollar could reduce the amount of any cash dividends on our Shares in Hong Kong dollar terms. In addition, there are limited instruments available for us to reduce our exposure to foreign currency risk at reasonable costs. Any of the foregoing factors may materially and adversely affect our businesses, results of operations, financial condition and prospects.
PRC regulations establish related procedures for some acquisitions of Chinese companies by foreign investors, which could make it complicated for us to pursue growth through acquisitions in China.
Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (《关于外国投资者并购境内企业的规定》), or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, established specific procedures and requirements for merger and acquisition activities by foreign investors. Such regulation requires, among other things, that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law (《中华人民共和国反垄断法》)
由全国人民代表大会常务委员会颁布、于2008年生效并于2022年最后修订的法律规定，被认定为经营者集中且涉及达到特定营业额门槛的交易方的交易，必须在完成前获得相关反垄断主管部门的审查批准。我们可能会寻求对我们的业务和运营具有互补性的潜在战略收购。遵守这些法规的要求以完成此类交易可能代价高昂，而任何所需的审批程序（包括获得主管政府部门的批准或许可）可能会延迟或阻碍我们完成此类交易的能力，从而影响我们扩展业务或维持市场份额的能力。
**与境内居民设立境外特殊目的公司相关的中国法规，可能使我们的中国居民实益拥有人或我们的中国子公司承担责任或受到处罚，限制我们向中国子公司注资的能力，限制我们中国子公司增加注册资本或向我们分配利润的能力，或对我们产生其他不利影响。**
2014年7月，国家外汇管理局颁布了《国家外汇管理局关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知》（以下简称"汇发〔2014〕37号文"或"37号文"），以取代《关于境内居民通过境外特殊目的公司融资及返程投资外汇管理有关问题的通知》（即"75号文"）。75号文自37号文颁布之日起失效。37号文要求中国居民（包括中国境内个人及中国境内企业法人）在其直接或间接开展境外投资活动时，向国家外汇管理局或其地方分支机构办理登记手续。37号文适用于我们的中国居民股东，并可能适用于我们未来进行的任何境外收购。
37号文要求中国居民对境外主体实施直接或间接控制时，须向中国政府主管部门办理登记并获得批准。37号文项下"控制"一词定义宽泛，系指中国居民通过收购、信托、代理、表决权、回购、可转换债券或其他安排，在境外特殊目的载体（即"特殊目的公司"或"SPV"）中取得的经营权、受益权或决策权。此外，作为特殊目的公司直接或间接股东的任何中国居民，须就该特殊目的公司的任何重大变更，向国家外汇管理局地方分支机构更新其已备案的登记信息。2015年2月13日，国家外汇管理局颁布了《国家外汇管理局关于进一步简化和改进直接投资外汇管理政策的通知》（以下简称"汇发〔2015〕13号文"或"13号文"），并于2015年6月1日起正式施行。根据13号文，外商直接投资及境外直接投资（包括37号文项下所要求的登记）的外汇登记申请，将改由具有资质的银行受理，而非直接向国家外汇管理局申报。具有资质的银行将在国家外汇管理局的监管下，直接审核申请并接受登记。
These regulations may have a significant impact on our present and future structuring and investment. We cannot assure you that any PRC shareholders of our Company or any PRC company into which we invest will be able to comply with those requirements. Any failure or inability by such individuals or entities to comply with SAFE regulations may subject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiaries' ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our Company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.
Furthermore, with the promulgation of new laws, regulations and standards concerning foreign exchange regulations in the future, we are required to comply with these laws, regulations and standards concerning offshore or cross-border transactions, otherwise we may be subject to fines or other penalties, which could materially and adversely affect our business, results of operations and financial condition. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.
Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company (《国家外汇管理局关于境内个人参与境外上市公司股权激励计划外汇管理有关问题的通知》), replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. In addition, SAFE Circular 37 stipulates that PRC residents who participate in a share incentive plan of an overseas non-publicly listed special purpose company may register with SAFE or its local branches before they obtain the incentive shares or exercise the share options. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been or will be granted incentive shares or options are or will be subject to these regulations. Failure to complete the SAFE registrations may subject them to fines and legal sanctions, and there may be additional restrictions on their ability to exercise their stock options or remit proceeds gained from sale of their stock into the PRC. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See "Regulatory Overview — Laws and Regulations on Stock Incentive Plans."
If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside the PRC with its "de facto management body" within the PRC is considered a "resident enterprise" and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term "de facto management body" as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. The State Administration of Taxation, or SAT, issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as People's Republic of China Tax Resident Enterprises on the Basis of De Facto Management Bodies (《關於境外註冊中資控股企業依據實際管理機構標準認定為居民企業有關問題的通知》), known as SAT Circular 82, on April 22, 2009 and most recently amended on December 29, 2017. SAT Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT's general position on how the "de facto management body" test should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its "de facto management body" in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise's financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise's primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe our Company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body." If the PRC tax authorities determine that our Company or any of our offshore subsidiaries is a PRC resident enterprise for enterprise income tax purposes, our Company or the relevant offshore subsidiaries will be subject to PRC enterprise income tax on its worldwide income at the rate of 25%. Furthermore, if we are treated as a PRC tax resident enterprise, we will be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of Offer Shares, if such gain is treated as derived from a PRC source. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders and any gain realized on the transfer of Offer Shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may
be reduced by an applicable tax treaty, but it is unclear whether our non-PRC shareholders would, in practice, be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the Offer Shares.
Changes in government policies that are favorable for smart vehicles could materially and adversely affect our business, financial conditions and results of operations.
Our growth depends in part on government spending and favorable government policies in respect of the industries in which we operate. For details on such policies, see "Regulatory Overview — Regulations on Autonomous Driving." However, such policies may be subject to changes that are beyond our control. There can be no assurance that government policies will continue. Uncertainties and changes in such policies may have a material adverse impact on our business, financial condition and results of operations.
We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC resident companies.
On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises (《关于非居民企业间接转让财产企业所得税若干问题的公告》), or SAT Bulletin 7, which came into effect on February 3, 2015. SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets.
On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source (《关于非居民企业所得税源泉扣缴有关问题的公告》), or SAT Bulletin 37, which came into effect on December 1, 2017. SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.
We face uncertainties as to the reporting and other implications of future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our Company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.
The concentration of our Shares' voting power limits our Shareholders' ability to influence corporate matters.
Our Company is controlled through weighted voting rights. The WVR Beneficiaries are Dr. Yu and Dr. Huang. Immediately upon the completion of the Global Offering, Dr. Yu and Dr. Huang will beneficially own 2,124,389,270 Class A Ordinary Shares together, representing approximately 66.08% of the voting rights in our Company (assuming the Over-allotment Option is not exercised) with respect to shareholder resolutions relating to matters other than the Reserved Matters. Dr. Yu and Dr. Huang therefore have significant influence over matters such as decisions regarding mergers and consolidations, election of directors, and other significant corporate actions. For further details about our shareholding structure, see the section headed "Share Capital — Weighted Voting Rights Structure" of this Prospectus. This concentrated control limits or severely restricts our Shareholders' ability to influence corporate matters and, as a result, we may take actions that our Shareholders do not view as beneficial. As a result, the market price of our Class B Ordinary Shares could be adversely affected.
Holders of our Class A Ordinary Shares may exert substantial influence over us and may not act in the best interests of our other Shareholders.
Our WVR Beneficiaries are in a position to exert significant influence over the affairs of our Company and will be able to influence the outcome of any shareholders' resolutions, irrespective of how other shareholders vote. The interests of the holders of our Class A Ordinary Shares may not necessarily be aligned with the interests of our Shareholders as a whole, and this concentration of voting power may also have the effect of delaying, deferring or preventing a change in control of our Company. This concentrated control could discourage others from pursuing any potential merger, takeover, or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial, and may also discourage, delay, or prevent a change of control of our Company, which could have the effect of depriving our other Shareholders of the opportunity to receive a premium for their Shares as part of a sale of our Company and may reduce the price of our Class B Ordinary Shares.
There has been no prior public market for our Shares and the liquidity and market price of our Shares may be volatile.
Prior to the Global Offering, there has been no public market for our Shares. There can be no guarantee that an active trading market for our Shares will develop or be sustained after the completion of the Global Offering. The Offer Price of our Shares is the result of negotiations between our Company and the Overall Coordinators (for themselves and on behalf of the Underwriters), which may not be indicative of the price at which our Shares will be traded following the completion of the Global Offering. The market price of our Shares may drop below the Offer Price at any time after completion of the Global Offering.
The price and trading volume of our Shares may be volatile, which could result in substantial losses for investors purchasing our Shares in the Global Offering.
Factors such as fluctuations in our revenue, earnings, cash flows, new investments, regulatory development, additions or departures of key personnel, or actions taken by competitors could cause the market price of our Shares or trading volume of our Shares to change substantially and unexpectedly. In addition, stock prices have been subject to significant volatility in recent years. Such volatility has not always been directly related to the performance of the specific companies whose shares are traded. Such volatility, as well as general economic conditions, may materially and adversely affect the prices of shares, and as a result investors in our Shares may incur substantial losses.
您可能因可转换贷款协议项下的转换而遭受稀释。
根据2022年11月17日签订的可转换贷款协议，CARIAD Estonia AS（"CARIAD"）作为贷款方同意向本公司提供金额为800,000,000美元的贷款。2024年10月11日，本公司与CARIAD订立了修订协议（连同原可转换贷款协议，统称"可转换贷款协议"），以修订有关可转换贷款转换机制（及其他事项）的安排。根据可转换贷款协议，于2026年12月7日贷款到期时，所有本金及应计利息（"应计金额"）须按最终发售价自动强制转换为B类普通股。于到期时应计金额全额转换（无任何未偿还金额）后，CARIAD在本公司的受益权益总额不得超过9.9%（除非本公司与CARIAD另有协议），并在根据最终发售价按此9.9%上限以发行转换股份的方式偿还部分应计金额（"转换金额"）后，剩余应计金额（如有）将由本公司以现金偿还。
You may experience dilution upon conversion under the Convertible Loan Agreement.
Pursuant to a convertible loan agreement dated November 17, 2022, CARIAD Estonia AS ("CARIAD") as lender agreed to provide the loan in the amount of US$800,000,000 to the Company. On October 11, 2024, an amendment agreement (together with the original convertible loan agreement, the "Convertible Loan Agreement") was entered into between the Company and CARIAD to amend arrangement with respect to the conversion mechanism of the convertible loan (among others). Under the Convertible Loan Agreement, upon maturity on December 7, 2026 of the loan, all the principal amount and accrued interest (the "Accrued Amount") shall be automatically and mandatorily converted into Class B Ordinary Shares at the final Offer Price. Upon conversion of the Accrued Amount at maturity in full (without any amount outstanding), the total beneficial interests of CARIAD in the Company must not exceed 9.9% (unless otherwise agreed between the Company and CARIAD), and after repaying part of the Accrued Amount through the issuance of converted Shares up to this 9.9% threshold based on the final Offer Price (the "Conversion Amount"), the remaining Accrued Amount, if any, will be repaid by the Company in cash.
We have applied to the Stock Exchange for the granting of the listing of, and permission to deal in, among other things, the Class B Ordinary Shares which may be issued under the convertible loan issued to CARIAD taking into account the 9.9% threshold as disclosed in the section headed "History, Reorganization and Corporate Structure – Convertible Loan", assuming the exchange rates as disclosed in the section headed "Information about this Prospectus and the Global Offering – Exchange Rate Conversion" being adopted and the conversion price setting at the low-end of the indicative Offer Price range.
Taking into account the aforesaid 9.9% threshold, CARIAD is expected to be allotted and issued in aggregate 1,132,347,445 Class B Ordinary Shares upon conversion under the Convertible Loan Agreement, representing approximately 9.9% of the enlarged issued Share capital immediately following the completion of the Global Offering. For more details, please see the section headed "History, Reorganization and Corporate Structure – Pre-IPO
RISK FACTORS Investments – Convertible Loan" of this prospectus. To the extent the convertible loan under the Convertible Loan Agreement is converted, the shareholding percentages of the existing Shareholders in the Company would be diluted, and the market price of the Shares could be negatively affected.
Subscribers and purchasers of our Shares under the Global Offering will experience immediate dilution and may experience further dilution if we issue additional Shares in the future.
The Offer Price of our Shares is higher than our net tangible assets value per Share immediately prior to the Global Offering. Therefore, subscribers and purchasers of our Shares under the Global Offering will experience an immediate dilution in pro forma net tangible assets value per Share. In order to expand our business, we may consider offering and issuing additional Shares in the future or to raise additional funds in the future to finance our business expansion, for existing operations or new acquisitions. If additional funds are raised through the issuance of new equity or equity-linked securities of our Company, other than on a pro rata basis to existing Shareholders, then (i) the percentage ownership of the existing Shareholders may be reduced, and they may experience subsequent dilution and reduction in their earnings per share, (ii) such newly issued securities may have rights, preferences or privileges superior to those of the Shares of the existing Shareholders and/or (iii) subscribers and purchasers of our Shares may experience dilution in the net tangible assets value per Share if we issue additional Shares in the future at a price which is lower than our net tangible assets value per Share.
Future sale or major divestment of Shares by any of our substantial Shareholders could adversely affect the prevailing market price of our Shares.
The Shares held by certain Shareholders are subject to certain lock-up periods, the details of which are set out in the section headed "Underwriting" of this Prospectus. However, we cannot give any assurance that after the restrictions of the lock-up periods expire, these Shareholders will not dispose of any Shares. Sale of substantial amounts of our Shares in the public market, or the perception that these sales may occur, may materially and adversely affect the prevailing market price of our Shares.
The market price of the Shares when trading begins could be lower than the Offer Price.
The Offer Price will be determined on the Price Determination Date. However, the Shares will not commence trading on the Stock Exchange until they are delivered, which is expected to be a few Business Days after the expected Price Determination Date. Investors may not be able to sell or otherwise deal in the Shares during that period. As a result, holders of the Shares are subject to the risk that the price of the Shares when trading begins could be lower than the Offer Price as a result of adverse market conditions or other adverse developments that may occur during that period.
投资者不应过分依赖本招股说明书中来自官方或其他资源的有关经济及本公司所处行业的事实、预测、估计及其他统计数据。
本招股说明书中有关本公司经营所处经济及行业的事实、预测、估计及其他统计数据均来自官方政府来源的资料。尽管本公司在汇编和转载源自政府出版物的此类信息和统计数据时已保持合理谨慎，但本公司无法保证或作出任何有关该等信息准确性或完整性的陈述。来自官方政府来源的信息和统计数据未经本集团、本公司董事、联席保荐人、整体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、资本市场中介机构、包销商或任何其他参与全球发售的各方独立核实，亦不就其准确性作出任何陈述。
本公司及本公司各自的联属公司或顾问，以及包销商或其联属公司或顾问，均未就直接或间接来源于官方政府来源的此类信息的准确性或完整性进行独立核实。尤其是，由于收集方法可能存在缺陷或效率不足，或公开信息与市场实践之间存在差异，此类信息和统计数据可能不准确，或可能无法与其他国家的信息和统计数据进行比较。本招股说明书中来源于官方政府来源的有关经济及行业的统计数据、行业数据及其他信息，可能与其他来源的其他可用信息不一致，因此，投资者在作出投资决策时不应过分依赖该等事实、预测、估计及统计数据。
若证券或行业分析师不发布有关本公司业务的研究报告，或若其对本公司股份的建议出现不利变化，本公司股份的市场价格及交易量可能下跌。
本公司股份的交易市场将受到行业或证券分析师发布的有关本公司或本公司业务的研究及报告的影响。若覆盖本公司的一名或多名分析师下调本公司股份评级，本公司股份价格可能随之下跌。若一名或多名此类分析师停止对本公司的跟踪报道或未能定期发布有关本公司的报告，本公司可能在金融市场失去关注度，进而导致本公司股价或交易量下跌。
本公司没有作为上市公司运营的经验。
本公司没有作为上市公司开展运营的经验。在本公司成为上市公司后，可能面临更高的行政及合规要求，这可能导致大量成本支出。
governance, listing standards and securities and investor relationships issues. As a public company, our management will have to evaluate our internal controls system with new thresholds of materiality, and to implement necessary changes to our internal controls system. We cannot guarantee that we will be able to do so in a timely and effective manner. Failure to effectively manage these new demands could adversely impact our operational efficiency and financial health, affecting our business and market perception.
We cannot guarantee when and in what form dividends will be paid on our Offer Shares following the Global Offering. The declaration of dividends is proposed by the Board and is based on, and limited by, various factors, such as our business and financial performance, capital and regulatory requirements and general business and operation conditions. We may not have sufficient or any profits to enable us to make dividend distributions to our Shareholders in the future, even if our financial statements indicate that our operations have been profitable.
Our Company is an exempted company incorporated in the Cayman Islands with limited liability, and the laws of the Cayman Islands differ in some respects from those of Hong Kong or other jurisdictions where investors may be located. The corporate affairs of our Company are governed by the Memorandum and the Articles, as amended from time to time, the Companies Act and the common law of the Cayman Islands. The rights of Shareholders to take legal action against our Company and/or our Directors, actions by minority Shareholders and the fiduciary duties of our Directors to our Company under Cayman Islands laws are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of the Shareholders and the fiduciary duties of our Directors under Cayman Islands laws may not be as clearly established as they would be under statutes or judicial precedents in Hong Kong or other jurisdictions where investors reside. In particular, the Cayman Islands has a less developed body of securities laws. As a result of all of the above, Shareholders may have more difficulty in exercising their rights in the face of actions taken by the management of our Company, Directors or major Shareholders than they would as shareholders of a Hong Kong company or company incorporated in other jurisdictions.
**We have significant discretions as to how we use the net proceeds of the Global Offering, and you may not necessarily agree with how we use them.**
Our management may spend the net proceeds from the Global Offering in ways you may not agree with or that do not yield a favorable return. For details of our intended use of proceeds, see "Future Plans and Use of Proceeds" in this Prospectus. However, our
management will have discretion as to the actual application of our net proceeds. You are entrusting your funds to our management, upon whose judgment you must depend, for the specific uses we will make of the net proceeds from this Global Offering.
You should read the entire Prospectus carefully and should not place any reliance on any information contained in press articles or other media regarding the Global Offering.
There may have been, prior to the publication of this Prospectus, and there may be, subsequent to the date of this Prospectus but prior to the completion of the Global Offering, press and media coverage regarding us and the Global Offering, such as the profit estimate information. You should rely solely upon the information contained in this Prospectus and any formal announcements made by us in Hong Kong in making your investment decision regarding the Global Offering. We do not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any estimates, views or opinions expressed by the press or other media regarding the Global Offering or us. We make no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.
Accordingly, prospective investors should not rely on any such information, reports or publications in making their decisions whether to invest in the Global Offering. Prospective investors in the Global Offering are reminded that, in making their decisions as to whether to purchase our Offer Shares, they should rely only on the financial, operational and other information included in this Prospectus. By applying to purchase our Offer Shares in the Global Offering, you will be deemed to have agreed that you will not rely on any information other than that contained in this Prospectus.
Forward-looking information contained in this Prospectus is subject to risks and uncertainties.
This Prospectus contains certain statements and information that are forward-looking and uses forward-looking terminology such as "anticipate," "believe," "could," "going forward," "intend," "plan," "project," "seek," "expect," "may," "ought to," "should," "would" or "will" and similar expressions. You are cautioned that reliance on any forward-looking statement involves risks and uncertainties and that any or all of those assumptions could prove to be inaccurate and as a result, the forward-looking statements based on those assumptions could also be incorrect. In light of these and other risks and uncertainties, the inclusion of forward-looking statements in this Prospectus should not be regarded as representations or warranties by us that our plans and objectives will be achieved and these forward-looking statements should be considered in light of various important factors, including those set forth in this section. Subject to the requirements of the Listing Rules, we do not intend publicly to update or otherwise revise the forward-looking statements in this Prospectus, whether as a result of new information, future events or otherwise. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements in this Prospectus are qualified by reference to this cautionary statement.
In preparation of the Listing, the Company has sought the following waivers from strict compliance with the relevant provisions of the Listing Rules and exemption from the Companies (Winding Up and Miscellaneous Provisions) Ordinance:
According to Rule 8.12 of the Listing Rules, except as otherwise permitted by the Stock Exchange at its discretion, all applicants applying for a primary listing on the Stock Exchange must have sufficient management presence in Hong Kong. This would normally mean that at least two of an applicant's executive directors must be ordinarily resident in Hong Kong.
Our headquarters are based, and substantially all of the business operations 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, the Company has applied for, and the Stock Exchange has granted the Company, a waiver from strict compliance with the requirements under Rule 8.12 of the Listing Rules, provided that the Company will implement the following arrangements:
(i) We have appointed Ms. Tao and Ms. Ka Man So as our authorized representatives (the "Authorized Representatives") pursuant to Rule 3.05 of the Listing Rules. The Authorized Representatives will act as our Company's principal channel of communication with the Hong Kong Stock Exchange. The Authorized Representatives will be readily contactable by phone, facsimile and email to promptly deal with inquiries from the Hong Kong Stock Exchange, and 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;
(ii) familiarity with the Listing Rules and other applicable laws and regulations including the Securities and Futures Ordinance, Companies Ordinance and the Takeovers Code; (iii) relevant training he/she has received and will continue to receive; and (iv) knowledge of the issuer's business and the environment in which it operates.
Ms. Fong Pui Kei, Peggy (方佩琪女士) ("Ms. Fong"), who currently holds the position of assistant company secretary, has been appointed as the Hong Kong company secretary of our Company. Ms. Fong is a member of The Hong Kong Chartered Governance Institute and The Institute of Chartered Secretaries and Administrators and has over 20 years of experience in the corporate secretarial field.
As Ms. Fong is an external service provider to the Company and has limited experience with the Company's operations, she may not be fully familiar with the Company's day-to-day business operations. To supplement Ms. Fong's role, we have also appointed Mr. Ren Jie (任杰先生) as the joint company secretary of our Company. Mr. Ren Jie holds a bachelor's degree from Nanjing University of Science and Technology and has experience in corporate management and operations. However, Mr. Ren Jie does not possess the qualifications stipulated under Rule 3.28 of the Listing Rules.
We have applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rules 3.28 and 8.17 of the Listing Rules in relation to the appointment of Mr. Ren Jie as joint company secretary, subject to the following conditions:
(i) Ms. Fong shall assist Mr. Ren Jie to discharge his duties as joint company secretary during the waiver period;
(ii) Mr. Ren Jie shall take all necessary training as may be recommended by Ms. Fong and/or our Company to equip himself with the required knowledge of the Listing Rules and enhance his understanding of the roles and responsibilities of a company secretary;
(iii) Mr. Ren Jie will attend no fewer than 15 hours of relevant professional training in each financial year during the waiver period;
(iv) Ms. Fong shall work closely with and assist Mr. Ren Jie on an ongoing basis during the waiver period; and
(v) The waiver will be subject to review by the Hong Kong Stock Exchange at the end of a two-year period from the date of Listing.
(iv) 在其他司法管轄區的專業資格。
本公司已委任趙琦女士（「趙女士」）擔任本公司聯席公司秘書之一。趙女士在本公司的監管合規事務方面具備充足經驗，但目前並不具備《上市規則》第3.28條及第8.17條規定的任何資格，且可能無法單獨履行《上市規則》的相關要求。因此，本公司已委任蘇嘉敏女士（「蘇女士」）擔任另一名聯席公司秘書。蘇女士為香港特許治理公會及英國特許治理公會的聯席會員，完全符合《上市規則》第3.28條及第8.17條規定的要求。蘇女士將在上市日期起首三年內協助趙女士，以使趙女士能夠獲取《上市規則》第3.28條附註2所規定的「相關經驗」，從而完全符合《上市規則》第3.28條及第8.17條所載的要求。
由於趙女士並不具備《上市規則》第3.28條規定的公司秘書正式資格，本公司已向香港聯合交易所申請豁免嚴格遵守《上市規則》第3.28條及第8.17條規定的要求，以使蘇女士可獲委任為本公司聯席公司秘書，香港聯合交易所已批准上述豁免。根據香港聯合交易所發布的《新上市申請人指引》第3.10章第13段，該豁免將適用於固定期間（「豁免期」），並須符合下列條件：(i) 擬任公司秘書必須在整個豁免期內獲得一名具備《上市規則》第3.28條規定資格或經驗並獲委任為聯席公司秘書的人士協助；及 (ii) 若發行人嚴重違反《上市規則》，豁免可予撤銷。該豁免自上市日期起首三年內有效，並以蘇女士與趙女士緊密合作、共同履行公司秘書的職責及責任，以及協助趙女士獲取《上市規則》第3.28條及第8.17條規定的相關經驗為條件。蘇女士亦將協助趙女士籌辦本公司的董事會會議及股東大會，以及本公司其他與公司秘書職責相關的事宜。蘇女士預期將與趙女士緊密合作，並與趙女士、各董事及本公司高級管理層保持定期聯繫。如蘇女士在上市後三年期間停止以聯席公司秘書身份向趙女士提供協助，或本公司嚴重違反《上市規則》，則豁免將立即撤銷。此外，趙女士將遵守《上市規則》第3.29條規定的每年專業培訓要求，並將在上市後三年期間加強對《上市規則》的認識。趙女士亦將獲得以下人士的協助：(a) 本公司的合規顧問，尤其是在遵守《上市規則》方面；及 (b) 本公司的香港法律顧問，就本公司持續遵守《上市規則》及適用法律法規的相關事宜提供協助。
上市规则第17.02(1)(b)条要求上市申请人须在本招股说明书中（除其他事项外）披露所有尚未行使的购股权及奖励的完整详情及其对上市后股权的潜在摊薄影响，以及就上述尚未行使购股权发行股份对每股盈利的影响。
上市规则附录D1A第27段要求上市申请人（除其他事项外）披露集团任何成员公司任何资本中受购股权约束或已有条件或无条件协议给予购股权的详情，包括已授出或将授出购股权的代价、购股权的价格及期限，以及受让人的姓名及地址，或作出适当的相反陈述；惟如购股权已授出或同意授出予全部成员或债权人或其任何类别，或根据股份认购权计划授出予雇员，则就姓名及地址而言，记录该事实而无需列出受让人的姓名及地址，即属足够。
根据《公司（清盘及杂项条文）条例》第342(1)(b)条，招股说明书须载明第三附表第一部分所指明的事项。根据《公司（清盘及杂项条文）条例》第三附表第一部分第10段，招股说明书须载明任何人士持有或有权获授认购公司任何股份或债券的购股权的数目、说明及数额，连同购股权的详情，即：(a) 可行使的期间；(b) 根据购股权认购股份或债券须缴付的价格；(c) 已给予或将给予的代价（如有）；及(d) 购股权或其权利的受让人的姓名及地址，或若购股权或其权利是按照现有股东或债权人身份授予，则须列明相关股份或债券。
截至本招股说明书日期，本公司已根据2018年股权激励计划向537名受让人（"受让人"）授出尚未行使的购股权，以认购合共395,046,975股B类普通股，其中代表11,000,000股B类普通股的购股权授予前董事张宇峰先生，代表384,046,975股B类普通股的购股权则授予集团其他536名雇员或前雇员，该等人士并非本公司董事、高级管理层成员、顾问或关联人士。
截至本招股说明书日期，本公司已根据2018年股权激励计划向2,527名参与者（"获授人"）授出合共1,049,903,241股B类普通股的尚未行使股份奖励，其中代表131,774,806股B类普通股的股份奖励授予五名董事，即余博士、黄博士、陶女士、陈黎明博士及张亚勤博士，以及两名前董事，即张宇峰先生及周枫先生；代表918,128,435股B类普通股的股份奖励则授予集团其他2,520名雇员或前雇员，该等人士并非本公司董事、高级管理层成员、顾问或关联人士。
尚未行使购股权及股份奖励所对应的B类普通股，分别约占全球发售完成后（假设超额配股权未获行使）已发行股份总数的3.03%及8.06%。
上市后将不再根据2018年股权激励计划进一步授出购股权或股份奖励。有关2018年股权激励计划的更多详情，请参阅本招股说明书附录四"法定及一般资料——D. 股权激励计划——1. 2018年股权激励计划"。
本公司已就以下事宜提出申请：(i) 向联交所申请豁免严格遵守上市规则第17.02(1)(b)条及附录D1A第27段的规定；及(ii) 根据《公司（清盘及杂项条文）条例》第342A条，向证监会申请豁免严格遵守《公司（清盘及杂项条文）条例》第三附表第一部分第10(d)段的规定，以豁免就2018年股权激励计划及受让人的若干详情的披露规定。申请理由为，完全遵守上述披露规定对本公司而言将造成过重负担，且豁免不会损害投资公众的利益，原因如下：
(a) 鉴于涉及537名受让人，本公司董事认为在本招股说明书中披露本公司授出的所有购股权的完整详情将造成过重负担，此举将导致本招股说明书需增加大量内容页数，显著增加信息整理及招股说明书编制的成本与时间；
the key information of the 2018 Share Incentive Plan will be disclosed in this Prospectus, including (i) a summary of the terms of the 2018 Share Incentive Plan; (ii) the aggregate number of the Class B Ordinary Shares subject to the Options and the percentage of our Class B Ordinary Shares of which such number represents; (iii) the potential dilution effect on shareholdings and the impact on earnings per Class B Ordinary Share upon full exercise of the Options immediately following completion of the Global Offering; (iv) the details of the Options granted under the
WAIVERS AND EXEMPTION 2018 Share Incentive Plan by the range of underlying Class B Ordinary Shares, including exercise prices, grant dates, vesting periods and the percentage of our Company's total issued share capital represented upon completion of the Global Offering;
the grant and exercise in full of the Options under the 2018 Share Incentive Plan will not cause any material adverse impact to the financial position of our Group; and
the lack of full compliance with the disclosure requirements set out above will not prevent potential investors from making an informed assessment of the activities, assets and liabilities, financial position, management and prospects of our Group and will not prejudice the interests of any potential investors.
In light of the above, our Directors believe that the grant of the waiver and exemption sought under this application and the non-disclosure of the required information will not hinder potential investors from making an informed assessment of the activities, assets and liabilities, financial position, management and prospects of our Group and will not prejudice the interest of the public investors.
The Stock Exchange has granted to us a waiver from strict compliance with the disclosure requirements under Rule 17.02(1)(b) of the Listing Rules and paragraph 27 of Appendix D1A to the Listing Rules with respect to the options and share awards granted under the 2018 Share Incentive Plan subject to the conditions that:
the grant of a certificate of exemption from strict compliance with the relevant Companies (Winding Up and Miscellaneous Provisions) Ordinance requirements by the SFC;
on an individual basis, full details of all the options granted by the Company under the 2018 Share Incentive Plan to (i) each of the Directors, senior management and connected persons of the Company and (ii) Grantees who had been granted options to subscribe for an aggregate number of 11,000,000 or more Class B Ordinary Shares, including all the particulars required under Rule 17.02(1)(b) of the Listing Rules, paragraph 27 of Appendix D1A to the Listing Rules and paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, be disclosed in this Prospectus;
in respect of the options granted by our Company under the 2018 Share Incentive Plan to the remaining Grantees other than those referred to in sub-paragraph (b) above (the "Other Grantees"), the following details will be disclosed in this Prospectus, on an aggregate basis, and categorized into lots based on numbers of Class B Ordinary Shares underlying each individual Grantee, being (i) less than 2,500,000 Class B Ordinary Shares; (ii) 2,500,000 to 4,999,999 Class B Ordinary Shares; (iii) 5,000,000 to 7,499,999 Class B Ordinary Shares; and (iv) 7,500,000 to 10,999,999 Class B Ordinary Shares, and for each lots of Class B Ordinary Shares: (i) the number of the Other Grantees and the number of Class B Ordinary Shares underlying the options, (ii) the considerations paid for the grant of options, (iii) vesting period, exercise period and the exercise prices of the options granted, (iv) the range of grant dates, (v) the range of vesting periods, (vi) the percentage of our Company's total issued share capital represented by such lots upon completion of the Global Offering;
on an individual basis, full details of the outstanding share awards granted to each of the Directors, senior management and connected persons (if any) of the Company which include all the particulars required under Rule 17.02(1)(b) of the Listing Rules are disclosed in the Prospectus on an individual basis. In addition, with respect to the share awards granted to persons other than connected persons, disclosure are made in the Prospectus on an aggregate basis, and details including the aggregate number of such Awardees and the number of Class B Ordinary Shares subject to the share awards, the consideration paid for the grant of the share awards, the grant dates and vesting period of the share awards granted, the percentage of our Company's total issued share capital represented by such lots upon completion of the Global Offering, will be disclosed in the Prospectus;
the aggregate number of Class B Ordinary Shares underlying the outstanding options and share awards granted and the percentage of our Company's total issued share capital represented by such number of Class B Ordinary Shares as of the date of this Prospectus will be disclosed in this Prospectus;
as of the date of this Prospectus, all Class B Ordinary Shares granted under the 2018 Share Incentive Plan have been issued to employee shareholding platforms set up by our Company with independent professional trustee companies. Accordingly, there will not be any dilution effect on the shareholdings of our Shareholders nor any impact on the earnings per share arising from the full vesting or the exercise of the outstanding options and share awards after Listing, details of which will be disclosed in the section headed "Statutory and General Information — D. Share Incentive Plans — 1. 2018 Share Incentive Plan" in Appendix IV to this Prospectus;
a summary of the principal terms of the 2018 Share Incentive Plan will be disclosed in the section headed "Statutory and General Information — D. Share Incentive Plans — 1. 2018 Share Incentive Plan" in Appendix IV to this Prospectus;
a full list of all the Grantees who had been granted options to subscribe for and Awardees who had been granted share awards for the Class B Ordinary Shares under the 2018 Share Incentive Plan, containing all details as required under Rule 17.02(1)(b) of and paragraph 27 of Appendix D1A to the Listing Rules and paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance be made available for public inspection in accordance with "Documents Delivered to the Registrar of Companies and Available on Display" in Appendix V to this Prospectus.
The SFC has granted us a certificate of exemption under section 342A of the Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting our Company from strict compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, subject to the conditions that: (a)
on an individual basis, full details of all the options granted by our Company under the 2018 Share Incentive Plan to (i) each of our Directors, senior management and connected persons of our Company and (ii) Grantees who had been granted options to subscribe for an aggregate number of 11,000,000 or more Class B Ordinary Shares, are disclosed in this Prospectus, such details to include all the particulars required under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance;
in respect of the options granted by our Company under the 2018 Share Incentive Plan to the Other Grantees, the following details be fully disclosed in this Prospectus, on an aggregate basis, and categorized into lots based on numbers of Class B Ordinary Shares underlying each individual Grantee, being (i) less than 2,500,000 Class B Ordinary Shares; (ii) 2,500,000 to 4,999,999 Class B Ordinary Shares; (iii) 5,000,000 to 7,499,999 Class B Ordinary Shares; and (iv) 7,500,000 to 10,999,999 Class B Ordinary Shares, and for each lots of Class B Ordinary Shares: (i) aggregate number of Grantees and the number of Class B Ordinary Shares subject to the options; (ii) the consideration paid for the grant of the options; and (iii) the exercise period and the exercise price for the options;
a full list of all the grantees (including the persons referred to in sub-paragraphs (a) and (b) above) who have been granted options to subscribe for Class B Ordinary Shares under the 2018 Share Incentive Plan, 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 and Available on Display" in Appendix V to this Prospectus;
this Prospectus is issued on or before October 16, 2024.
WAIVERS AND EXEMPTION Further details of the 2018 Share Incentive Plan are set out in the section headed "Statutory and General Information — D. Share Incentive Plans — 1. 2018 Share Incentive Plan" in Appendix IV to this Prospectus.
We have entered into certain transactions which will constitute continuing connected transactions of our Company under the Listing Rules following the Listing. 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 Prospectus.
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 Prospectus.
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;
if the acquisition will be financed by the proceeds raised from a public offer, 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
The Target Company was incorporated in August 2021. It would be unduly burdensome for us to obtain or prepare the financial information of the Target Company in compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules. The relevant financial information of the Target Company can only be prepared pursuant to PRC accounting standards and there are significant differences between PRC accounting standards and the accounting standards adopted by our Group (i.e. HKFRS). In order to comply with Rules 4.04(2) and 4.04(4) of the Listing Rules, we will need to engage our auditors to perform additional audit work and prepare the relevant audited financial statements, which will involve incurring significant additional costs and substantial time and effort. Given that the Investment is immaterial in the context of our Company's operations as a whole, we consider the cost and effort required to prepare the financial information of the Target Company is disproportionate to the benefit to investors.
In lieu of providing the financial information required under Rules 4.04(2) and 4.04(4) of the Listing Rules, we have included in this prospectus the relevant financial information of the Target Company as required for announcements for discloseable transactions under Rules 14.58 and 14.60 of the Listing Rules. We have also included in this prospectus a description of the business and operations of the Target Company, the strategic rationale for the Investment and a confirmation that the counterparties and their respective ultimate beneficial owners are independent of our Company and our connected persons.
The counterparties in connection with the Investment and their respective ultimate beneficial owners are all Independent Third Parties and are independent of our Company and our connected persons.
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
Pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) (the "CO"), the SFC may grant an exemption to a company from certain requirements of the CO. We have applied for, and the SFC has granted, an exemption from strict compliance with the following provisions of the CO:
Section 342(1)(b) of the CO requires that the accounts included in a prospectus must be made up to a date not more than six months before the date of the prospectus. The audited consolidated financial statements of our Group included in this prospectus are made up to December 31, 2024. Given the time required to complete the listing process, there may be a period of more than six months between December 31, 2024 and the date of this prospectus. The SFC has granted an exemption from strict compliance with section 342(1)(b) of the CO subject to the condition that we include in this prospectus unaudited supplementary financial information of our Group for a period after December 31, 2024 to a date not more than six months before the date of this prospectus.
(ii) Ning Bo Yong Ning Gao Xin SP has no board representation in the Company and has no ability to influence the Company's decisions;
(iii) China Securities (International) Corporate Finance Company Limited, as one of the Joint Sponsors and underwriters, will be subject to appropriate information barriers and will not involve itself in decisions of allocations pursuant to the Global Offering;
(iv) the allocation to Ning Bo Yong Ning Gao Xin SP will be made pursuant to the cornerstone investment agreement and will not be subject to the general allocation process in the Global Offering; and
(v) appropriate disclosures will be made in this Prospectus.
EXEMPTION FROM STRICT COMPLIANCE WITH RULE 18A.07(1)(b) OF THE LISTING RULES IN RESPECT OF THE MINIMUM EXPECTED MARKET CAPITALISATION AT THE TIME OF LISTING
Rule 18A.07(1)(b) of the Listing Rules provides that a Biotech Company seeking listing under Chapter 18A of the Listing Rules must have an expected market capitalisation at the time of listing of at least HK$1.5 billion (港幣15億元).
As at the Latest Practicable Date, the Company has not yet determined the final Offer Price and the number of Offer Shares. Based on the indicative Offer Price range of HK$[REDACTED] to HK$[REDACTED] per Offer Share and the number of Shares in issue immediately after completion of the Global Offering (assuming the Over-allotment Option is not exercised and no Shares are issued pursuant to the Share Option Scheme and the Share Award Scheme), the expected market capitalisation of the Company at the time of Listing would range from approximately HK$[REDACTED] billion to HK$[REDACTED] billion. The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, an exemption from strict compliance with Rule 18A.07(1)(b) of the Listing Rules, subject to the condition that the Company's actual market capitalisation at the time of Listing will not be less than HK$1.5 billion (港幣15億元).
(v) 联席保荐人根据（i）彼等与本公司及总体协调人的讨论；及（ii）本公司及总体协调人向联交所提供的确认，以书面形式向联交所确认，就彼等所知所信，宁波永宁高新SP或其紧密联系人并无因其与本公司的关系而在配售部分的任何配发中获得或将获得优惠待遇，惟按照《新上市申请人指引》第4.15章所载原则进行基础投资的保证认购权之优惠待遇除外，且配发详情将于本公司的招股章程及╱或配发结果公告中披露；
(vi) 本公司及总体协调人以书面形式向联交所确认，宁波永宁高新SP或其紧密联系人并无因其与本公司的关系而在配售部分的任何配发中获得或将获得优惠待遇，惟按照《新上市申请人指引》第4.15章所载原则赋予基础投资者的保证认购权除外；及
(vii) 本公司确认，基础投资协议不包含任何对宁波永宁高新SP较其他基础投资协议更为有利的重大条款。
《上市规则》实务备忘录第18号第4.2段规定须设立回拨机制，若达到若干规定的总需求水平，该机制将把香港发售股份的数目增加至全球发售项下发售股份总数的若干百分比。
在联交所批准下文所述豁免的前提下，香港公开发售及国际发售最初将分别占全球发售的10.0%及90.0%，惟须遵守下文所述的回拨机制。本公司已申请，且联交所已批准本公司豁免严格遵守《上市规则》实务备忘录第18号第4.2段的规定，以使香港公开发售项下发售股份的配发按下列方式调整：
(a) 倘香港公开发售项下有效申购的发售股份数目相当于香港公开发售项下最初可供认购发售股份数目的13倍或以上但少于46倍，则发售股份将从国际发售重新分配至香港公开发售，使香港公开发售项下可供认购的发售股份总数达到203,266,200股发售股份，相当于全球发售项下最初可供认购发售股份数目的约15.0%（假设超额配股权未获行使）；
(b) 倘香港公开发售项下有效申购的发售股份数目相当于香港公开发售项下最初可供认购发售股份数目的46倍或以上但少于92倍，则从国际发售重新分配至香港公开发售的发售股份数目将予增加，使香港公开发售项下可供认购的发售股份总数达到271,021,800股发售股份，相当于全球发售项下最初可供认购发售股份数目的约20.0%（假设超额配股权未获行使）；及
(c) 倘香港公开发售项下有效申购的发售股份数目相当于香港公开发售项下最初可供认购发售股份数目的92倍或以上，则从国际发售重新分配至香港公开发售的发售股份数目将予增加，使香港公开发售项下可供认购的发售股份总数达到542,043,000股发售股份，相当于全球发售项下最初可供认购发售股份数目的约40.0%（假设超额配股权未获行使）。
在每种情况下，重新分配至香港公开发售的额外发售股份将在甲组及乙组之间分配，而分配至国际发售的发售股份数目将以总体协调人认为适当的方式相应减少。此外，总体协调人将有酌情权将发售股份从国际发售分配至香港公开发售，以满足香港公开发售项下的有效申请。另一方面，若香港公开发售未获足额认购，香港公开发售项下未获认购的发售股份可重新分配至国际发售。详情请参阅「全球发售架构——香港公开发售——重新分配」。
This Prospectus, for which our Directors (including any proposed director who is named as such in this Prospectus) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the public with regard to our Group. Our Directors (including any proposed Director who is named as such in this Prospectus), having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this Prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Prospectus misleading.
The Company has completed the PRC filing procedures with CSRC for the listing of our Class B Ordinary Shares on the Stock Exchange and the Global Offering.
This Prospectus is published solely in connection with the Hong Kong Public Offering. For applications under the Hong Kong Public Offering, this Prospectus contains the terms and conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong Public Offering of initially 135,511,200 Offer Shares and the International Offering of initially 1,219,595,400 Offer Shares (subject, in each case, to reallocation on the basis as set out in "Structure of the Global Offering").
The Hong Kong Offer Shares are offered solely on the basis of the information contained and representations made in this Prospectus and on the terms and subject to the conditions set out herein. No person is authorized to give any information in connection with the Global Offering or to make any representation not contained in this Prospectus, and any information or representation not contained herein must not be relied upon as having been authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, any of our or their affiliates or any of their respective directors, officers, employees, advisers, agents or representatives, or any other persons or parties involved in the Global Offering. Neither the delivery of this Prospectus nor any subscription or acquisition made under it shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this Prospectus or that the information in this Prospectus is correct as of any subsequent time.
For details of the structure of the Global Offering, including its conditions and the arrangements relating to the Over-allotment Option and stabilization, see "Structure of the Global Offering."
The procedures for applying for the Hong Kong Offer Shares are set out in the section headed "How to Apply for Hong Kong Offer Shares."
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will be required to, or be deemed by his/her acquisition of the Hong Kong Offer Shares to, confirm that he/she is aware of the restrictions on offers and sales of the Hong Kong Offer Shares described in this Prospectus.
No action has been taken to permit a public offering of the Offer Shares in any jurisdiction other than Hong Kong, or the distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, without limitation to the following, this Prospectus may not be used for the purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this Prospectus and the offering and sales of the Offer Shares in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom. In particular, the Hong Kong Offer Shares have not been publicly offered or sold, directly or indirectly, in the PRC or the United States.
Details of the arrangement relating to the Over-allotment Option and stabilization are set out in the section headed "Structure of the Global Offering."
The listing of our Class B Ordinary Shares on the Stock Exchange is sponsored by the Joint Sponsors and the Global Offering is managed by the Joint Global Coordinators and the Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting Agreement and is subject to the Joint Global Coordinators and the Overall Coordinators (on behalf of the Underwriters) and us agreeing on the Offer Price on or before the Price Determination Date. An International Underwriting Agreement relating to the International Offering is expected to be entered into on or around Tuesday, October 22, 2024, subject to the Offer Price being agreed. The International Offering will be fully underwritten by the International Underwriters under the terms of the International Underwriting Agreement to be entered into. If, for any reason, the Offer Price is not agreed among the Joint Global Coordinators and the Overall Coordinators (for themselves and on behalf of the Underwriters) and us on or before the Price Determination Date, the Global Offering will not proceed and will lapse. For full information about the Underwriters and the underwriting arrangements, see "Underwriting."
We have applied to the Stock Exchange for the granting of the listing of, and permission to deal in (a) the Class B Ordinary Shares in issue (including the Class B Ordinary Shares on conversion of the Preferred Shares and the Class A Ordinary Shares before Listing) and to be issued pursuant to the Global Offering (including Class B Ordinary Shares which may be issued pursuant to the exercise of the Over-allotment Option), (b) the Class B Ordinary Shares that may be issued upon conversion of the Class A Ordinary Shares on a one to one basis, (c) the Class B Ordinary Shares which may be issued under the Post-IPO Share Incentive Plan, and (d) the Class B Ordinary Shares which may be issued under the convertible loan issued to CARIAD Estonia AS taking into account the 9.9% threshold as disclosed in the section headed "History, Reorganization and Corporate Structure — Convertible Loan", assuming the exchange rates as disclosed in the section headed "Information about this Prospectus and the Global Offering — Exchange Rate Conversion" being adopted and the conversion price setting at the low-end of the indicative Offer Price range. We satisfy the market capitalization/revenue test under Rule 8.05(3) and Rule 8A.06 of the Listing Rules with reference to (i) our revenue for the year ended December 31, 2023, which exceeds HK$1 billion, and (ii) our expected market capitalization at the time of Listing, which exceeds HK$40 billion based on the low-end of the indicative Offer Price range.
Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, if the permission for the Class B Ordinary Shares to be listed on the Stock Exchange pursuant to this Prospectus has been refused before the expiration of three weeks from the date of the closing of the Global Offering or such longer period not exceeding six weeks as may, within the said three weeks, be notified to us by or on behalf of the Stock Exchange, then any allotment made on an application in pursuance of this Prospectus shall, whenever made, be void.
Dealings in the Class B Ordinary Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, October 24, 2024. The Shares will be traded in board lots of 600 Class B Ordinary Shares each. The stock code of the Class B Ordinary Shares will be 9660.
No part of our Share or loan capital is listed on or dealt in on any other stock exchange and no such listing or permission to list is being or proposed to be sought on the Stock Exchange or any other stock exchange as of the date of this Prospectus. All the Class B Ordinary Shares will be registered on our Hong Kong Share Register in order to enable them to be traded on the Stock Exchange.
Subject to the granting of the listing of, and permission to deal in, the Class B Ordinary Shares on the Stock Exchange and our compliance with the stock admission requirements of HKSCC, the Class B Ordinary Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date as determined by HKSCC. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the HKSCC Rules and HKSCC Operational Procedures in effect from time to time. Investors should seek the advice of their stockbroker or other professional adviser for details of the settlement arrangements as such arrangements may affect their rights and interests. All necessary arrangements have been made enabling the Shares to be admitted into CCASS.
Our Company's principal register of members will be maintained by our principal share registrar and transfer office, Maples Fund Services (Cayman) Limited, in the Cayman Islands. All of the Class B Ordinary Shares issued pursuant to the Global Offering will be registered on our Company's Hong Kong Share Register to be maintained in Hong Kong by our Hong Kong Share Registrar, Tricor Investor Services Limited. Dealings in the Class B Ordinary Shares registered in our Company's Hong Kong Share Register will be subject to Hong Kong stamp duty. Unless determined otherwise by our Company, dividends payable in Hong Kong dollars in respect of the Class B Ordinary Shares will be paid to the Shareholders listed on the Hong Kong Share Register of our Company, by ordinary post, at the Shareholders' risk, to the registered address of each Shareholder.
Potential investors in the Global Offering are recommended to consult their professional advisers as to the taxation implications of subscribing for, purchasing, holding or disposing of, and/or dealing in the Class B Ordinary Shares or exercising rights attached to them. None of us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the Underwriters, any of their respective directors, officers, employees, agents or representatives or any other person or party involved in the Global Offering accepts responsibility for any tax effects on, or liabilities of, any person resulting from the subscription, purchase, holding, disposition of, or dealing in, or the exercise of any rights in relation to, the Shares.
Solely for your convenience, this Prospectus contains translations among certain Renminbi amounts into Hong Kong dollars and of Renminbi amounts into U.S. dollars at specified rates.
Unless indicated otherwise, the translation of Renminbi into Hong Kong dollars and of Renminbi into U.S. dollars, and vice versa, in this Prospectus was made at the following rates: RMB0.91042 to HK$1.00; RMB7.07090 to US$1.00; and HK$7.76664 to US$1.00. No representation is made that any amounts in Renminbi, Hong Kong dollars or U.S. dollars can be or could have been at the relevant dates converted at the above rates or any other rates or at all.
Translated English names of Chinese laws and regulations, governmental authorities, departments, entities (including subsidiaries of our Group), institutions, natural persons, facilities, certificates, titles and the like included in this Prospectus and for which no official English translation exists are unofficial translations for identification purposes only. In the event of any inconsistency, the Chinese name shall prevail.
Certain amounts and percentage figures included in this Prospectus have been subject to rounding adjustments, or have been rounded to one or two decimal places. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figure preceding them. Any discrepancies in any table, chart or elsewhere between totals and sums of amounts listed therein are due to rounding.
| Name | Address | Nationality | |---|---|---| | **Executive Directors** | | | | Kai Yu (余凱) | Suite 7, Shangyuanjunting, Olympic Village Street, Chaoyang District, Beijing, PRC | Chinese | | Chang Huang (黃暢) | Building 51, No. 11 Anxiang Road, Konggang Street, Shunyi District, Beijing, PRC | Chinese | | Feiwen Tao (陶斐雯) | Unit 2, Building 4, Tianyuexishan, No. 9 East Fengxiu Road, Haidian District, Beijing, PRC | Chinese | | **Non-executive Directors** | | | | Liming Chen (陳黎明) | No. 67, Lane 377, Zhuxin Road, Minhang District, Shanghai, PRC | Chinese | | Liang Li (李良) | GRD/F, HSE 10, Bel-Air Rise, 18 Bel-Air Ave, Cyber Port, Hong Kong | Chinese | | Qin Liu (劉芹) | Suite 905-6, 9th Floor, ICBC Tower, Three Garden Road, Hong Kong | Chinese (Hong Kong) |
| Name | Address | Nationality | |---|---|---| | André Stoffels | Rheinstr. 20, 80803 München, Germany | German | | Juehui Zhang (張覺慧) | No. 277, Lane 1288, Changxing East Road, Dongjing Town, Songjiang District, Shanghai, PRC | Chinese | | **Independent Non-executive Directors** | | | | Jun Pu (浦軍) | Suite 21-1203, No. 172 Beiyuan Road, Chaoyang District, Beijing, PRC | Chinese | | Yingqiu Wu (吳迎秋) | Room 1424, No. 34 North Third Ring West Road, Haidian District, Beijing, PRC | Chinese | | Katherine Rong XIN | No. 18, Lane 1118, Mingyue Road, Shanghai, PRC | American | | Ya-Qin Zhang (張亞勤) | Ziyuhuafu, Chaoyang District, Beijing, PRC | American |
As of the Latest Practicable Date, Mr. Xin Zhang (張欣) was our Director appointed by one of our investors. He will resign from directorship, effective before Listing. Please see "Directors and Senior Management" for further details of our Directors as of the Latest Practicable Date and upon Listing.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING PARTIES INVOLVED IN THE GLOBAL OFFERING Joint Sponsors and Joint Sponsor-Overall Coordinators
Goldman Sachs (Asia) L.L.C. 68/F, Cheung Kong Center 2 Queen's Road Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central, Hong Kong
Goldman Sachs (Asia) L.L.C. 68/F, Cheung Kong Center 2 Queen's Road Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central, Hong Kong CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong
Goldman Sachs (Asia) L.L.C. 68/F, Cheung Kong Center 2 Queen's Road Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central, Hong Kong CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong Deutsche Bank AG, Hong Kong Branch Level 60, International Commerce Centre 1 Austin Road West Kowloon Hong Kong The Hongkong and Shanghai Banking Corporation Limited 1 Queen's Road Central Hong Kong CMB International Capital Limited 45/F, Champion Tower 3 Garden Road, Central Hong Kong China Galaxy International Securities (Hong Kong) Co., Limited 20/F Wing On Centre, 111 Connaught Road Central, Hong Kong Joint Bookrunners
Goldman Sachs (Asia) L.L.C. 68/F, Cheung Kong Center 2 Queen's Road Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central, Hong Kong CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING Deutsche Bank AG, Hong Kong Branch Level 60, International Commerce Centre 1 Austin Road West Kowloon Hong Kong The Hongkong and Shanghai Banking Corporation Limited 1 Queen's Road Central Hong Kong CMB International Capital Limited 45/F, Champion Tower 3 Garden Road, Central Hong Kong China Galaxy International Securities (Hong Kong) Co., Limited 20/F Wing On Centre, 111 Connaught Road Central, Hong Kong BOCOM International Securities Limited 9th Floor, Man Yee Building 68 Des Voeux Road Central Hong Kong Joint Lead Managers
Goldman Sachs (Asia) L.L.C. 68/F, Cheung Kong Center 2 Queen's Road Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central, Hong Kong CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING Deutsche Bank AG, Hong Kong Branch Level 60, International Commerce Centre 1 Austin Road West Kowloon Hong Kong The Hongkong and Shanghai Banking Corporation Limited 1 Queen's Road Central Hong Kong CMB International Capital Limited 45/F, Champion Tower 3 Garden Road, Central Hong Kong China Galaxy International Securities (Hong Kong) Co., Limited 20/F Wing On Centre, 111 Connaught Road Central, Hong Kong BOCOM International Securities Limited 9th Floor, Man Yee Building 68 Des Voeux Road Central Hong Kong CCB International Capital Limited 12/F, CCB Tower 3 Connaught Road Central Central Hong Kong ICBC International Securities Limited 37/F, ICBC Tower 3 Garden Road Hong Kong Futu Securities International (Hong Kong) Limited 34/F, United Centre No. 95 Queensway, Admiralty Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING CEB International Capital Corporation Limited 35/F, Everbright Centre 108 Gloucester Road Wan Chai Hong Kong DBS Asia Capital Limited 73/F, The Center 99 Queen's Road Central Central Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road, Wan Chai Hong Kong SDICS International Securities (Hong Kong) Limited 39/F, One Exchange Square Central Hong Kong ABCI Securities Company Limited 10/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong BOCI Asia Limited 26/F, Bank of China Tower 1 Garden Road Central Hong Kong Celestial Securities Limited 22/F & 28/F, Manhattan Place 23 Wang Tai Road, Kowloon Bay Hong Kong Livermore Holdings Limited Unit 1214A, 12/F, Tower II Cheung Sha Wan Plaza 833 Cheung Sha Wan Road, Kowloon Hong Kong
Goldman Sachs (Asia) L.L.C. 68/F, Cheung Kong Center 2 Queen's Road Central Hong Kong Morgan Stanley Asia Limited 46/F, International Commerce Centre 1 Austin Road West Kowloon, Hong Kong China Securities (International) Corporate Finance Company Limited 18/F, Two Exchange Square 8 Connaught Place Central, Hong Kong CLSA Limited 18/F, One Pacific Place 88 Queensway Hong Kong Deutsche Bank AG, Hong Kong Branch Level 60, International Commerce Centre 1 Austin Road West Kowloon Hong Kong The Hongkong and Shanghai Banking Corporation Limited 1 Queen's Road Central Hong Kong CMB International Capital Limited 45/F, Champion Tower 3 Garden Road, Central Hong Kong China Galaxy International Securities (Hong Kong) Co., Limited 20/F Wing On Centre, 111 Connaught Road Central, Hong Kong BOCOM International Securities Limited 9th Floor, Man Yee Building 68 Des Voeux Road Central Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING CCB International Capital Limited 12/F, CCB Tower 3 Connaught Road Central Central Hong Kong ICBC International Securities Limited 37/F, ICBC Tower 3 Garden Road Hong Kong Futu Securities International (Hong Kong) Limited 34/F, United Centre No. 95 Queensway, Admiralty Hong Kong CEB International Capital Corporation Limited 35/F, Everbright Centre 108 Gloucester Road Wan Chai Hong Kong DBS Asia Capital Limited 73/F, The Center 99 Queen's Road Central Central Hong Kong GF Securities (Hong Kong) Brokerage Limited 27/F, GF Tower 81 Lockhart Road, Wan Chai Hong Kong SDICS International Securities (Hong Kong) Limited 39/F, One Exchange Square Central Hong Kong ABCI Securities Company Limited 10/F, Agricultural Bank of China Tower 50 Connaught Road Central Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING BOCI Asia Limited 26/F, Bank of China Tower 1 Garden Road Central Hong Kong Celestial Securities Limited 22/F & 28/F, Manhattan Place 23 Wang Tai Road, Kowloon Bay Hong Kong Livermore Holdings Limited Unit 1214A, 12/F, Tower II Cheung Sha Wan Plaza 833 Cheung Sha Wan Road, Kowloon Hong Kong Legal Advisers to our Company
As to Hong Kong and United States laws: Davis Polk & Wardwell 10/F The Hong Kong Club Building 3A Chater Road Central Hong Kong As to PRC laws: King & Wood Mallesons 18th Floor, East Tower World Financial Center 1 Dongsanhuan Zhonglu Chaoyang District, Beijing PRC As to Cayman Islands laws: Maples and Calder (Hong Kong) LLP 26th Floor, Central Plaza 18 Harbor Road Wanchai Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING Legal Advisers to the Joint Sponsors and the Underwriters
As to Hong Kong and United States laws: Cleary Gottlieb Steen & Hamilton (Hong Kong) 37/F, Hysan Place 500 Hennessy Road Causeway Bay Hong Kong As to PRC laws: Jingtian & Gongcheng 34/F, Tower 3 China Central Place 77 Jianguo Road Chaoyang District Beijing PRC
PricewaterhouseCoopers Certified Public Accountants Registered Public Interest Entity Auditor 22/F, Prince's Building Central Hong Kong
China Insights Industry Consultancy Limited 10F, Block B, Jing'an International Center 88 Puji Road Jing'an District Shanghai PRC
Block A, Building No. 2 No. 9, Fenghao East Road Haidian District Beijing PRC No. 1868, Yunjuan South Road Lin-gang Special Area China (Shanghai) Pilot Free Trade Zone Shanghai PRC
https://www.horizon.auto (the information contained on this website does not form part of this Prospectus)
Ms. Qi Zhao (趙奇) Block A, Building No. 2 No. 9, Fenghao East Road Haidian District Beijing PRC Ms. Ka Man So (蘇嘉敏) (fellow of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute) 5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong
Ms. Feiwen Tao (陶斐雯) Tianyuexishan No. 9 East Fengxiu Road Haidian District Beijing PRC Ms. Ka Man So (蘇嘉敏) 5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong
Maples Fund Services (Cayman) Limited P.O. Box 1093, Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman Islands
Standard Chartered Bank (China) Limited, Beijing Branch 11/F, Standard Chartered Tower World Finance Centre No. 1, East Third Ring Middle Road Chaoyang District Beijing PRC China Minsheng Bank, Beijing Zhongguancun Branch No. 5 Haidian Street Haidian District Beijing PRC China Merchants Bank Co., Ltd., Beijing Haidian Huangzhuang Branch No. 6 Danling Street Haidian District Beijing PRC
There are mainly two categories of driving automation: ADAS and AD.
ADAS（高级驾驶辅助系统，Advanced Driver Assistance System）是指辅助人类驾驶员完成各种驾驶任务的技术和功能，例如车道偏离预警、车道居中保持、自适应巡航控制、自动紧急制动等。ADAS旨在为人类驾驶员提供辅助并提高安全性，而人类驾驶员需要始终保持专注参与。ADAS功能可提升驾驶便利性与安全性。ADAS所需的技术水平低于自动驾驶（AD），且ADAS通常只需由摄像头和/或雷达组成的较为简单的传感器组合。ADAS解决方案对处理能力和软件的要求也相对较低。根据灼识咨询（CIC）的数据，ADAS通常提供L2级及以下的功能；
AD（自动驾驶，Autonomous Driving）是指与ADAS相比具有更高自动化水平的技术和功能，其最终目标是实现完全自动化，使车辆无需人工干预即可自主运行。近年来，NOA（领航辅助驾驶）功能的出现实现了有条件的自动化，包括建议并执行变道、导航交叉路口及驶离匝道（尤其是在高速公路上）等功能。随着AD技术持续从有条件自动化向高度自动化及完全自动化演进，智能汽车预计将能够应对更复杂的城市驾驶场景，并在多样化、高难度的道路条件下行驶。AD可实现ADAS的全部功能，同时提供更丰富的驾驶功能组合。它能够以类似经验丰富的人类驾驶员的方式控制车辆，带来更完整、平顺、舒适的驾驶体验。在适宜的驾驶条件下，AD可在极少人工干预的情况下运行。与ADAS相比，AD对技术的要求更高，通常需要更先进的传感器组合、处理能力、软件及算法。在现阶段，AD可实现有条件自动化级别的功能和驾驶体验，例如高速公路及城市场景下的NOA功能。AD的目标是实现完全自动化——届时车辆可能不再安装踏板和方向盘，能够像经验丰富的人类驾驶员一样在任何条件下驶往任何目的地。根据灼识咨询（CIC）的数据，AD通常提供L2+及更高级别的功能。
| | ADAS | AD | AD | |---|---|---|---| | | 驾驶辅助 | 有条件自动化 | 完全自动化 | | 谁在"驾驶"汽车 | 智能汽车提供辅助驾驶功能，驾驶员负责驾驶与监督 | 智能汽车在有限条件下驾驶，驾驶员在必要时介入 | 智能汽车在所有条件下无需人工干预自主驾驶 | | 主要功能与特性 | • 自适应巡航控制 • 自动紧急制动 • 车道保持辅助 • 交通拥堵辅助 • 智能远光灯控制 • 智能巡航辅助 …… | • 高速公路场景NOA ◦ 自动上下匝道 ◦ 拥堵路段并线与驶出 ◦ 高速公路自动驾驶 …… • 城市场景NOA ◦ 路口主动博弈交互 ◦ 根据交通标志及周边车流动态调整车速 ◦ 城市自动驾驶 …… • 自动泊车辅助/代客泊车辅助 | • 踏板/方向盘可能不再安装 • 在所有条件下实现无人驾驶与自动化 …… |
近年来，ADAS已进入量产阶段，并迅速成为最新车型的标准配置。根据灼识咨询（CIC）的数据，2023年ADAS技术在全球及中国乘用车市场的渗透率均超过50%。与此同时，得益于技术发展、有利的政府政策以及消费者对驾驶自动化功能（以实现更安全、更高效的驾驶体验）日益增长的热情，更先进的AD解决方案正持续取得进展。随着NOA功能成为迈向完全自动化演进历程中的重要里程碑，并获得整车厂商（OEM）和消费者的日益广泛认可，AD的普及正处于加速扩张的临界点。搭载NOA功能的智能汽车能够以最低限度的人工干预应对复杂路况，大幅降低驾驶所需的操作负担。主要整车厂商，尤其是领先的新能源汽车制造商，已将NOA功能作为其最新车型的核心卖点之一加以强调。因此，能够支持NOA等高级功能的AD解决方案预计将在不久的将来受益显著，实现大幅增长。
从中长期来看，随着AD技术持续迭代演进，叠加有利的政府政策，预计未来更高级别的AD解决方案将实现商业化落地，并被量产车辆日益广泛地采用。高级别AD解决方案将重塑人们的出行方式，为出行行业带来变革性变化。Robotaxi（自动驾驶出租车）运营等新商业模式预计将随之涌现，催生重大市场机遇。
全球路面智能汽车数量已快速增长。在2023年全球销售的6,030万辆新乘用车中，约3,950万辆为搭载驾驶自动化功能的智能汽车，渗透率达65.6%。预计到2026年和2030年，智能汽车销量将分别进一步增至5,590万辆和8,150万辆，渗透率分别达80.3%和96.7%。此外，根据灼识咨询（CIC）的数据，AD解决方案预计将逐步成为主流，到2030年占驾驶自动化解决方案的比例将超过60%。
China is the world's largest new passenger vehicle market with 21.7 million new passenger vehicles sold in 2023, among which 12.4 million were smart vehicles, representing a penetration rate of 57.1%. According to CIC, smart vehicle sales volume in China is expected to reach 20.4 million and 29.8 million in 2026 and 2030, respectively, representing penetration rates of 81.2% and 99.7%. Chinese OEMs, especially NEV OEMs, are at the forefront of adopting AD solutions into their vehicles. As a result, it is expected that nearly half of the driving automation solutions deployed in passenger vehicles in China would be AD solutions by 2027, and the percentage will further increase to over 80% by 2030, well ahead of the global AD adoption curve. According to CIC, Chinese OEMs generally update their car models every three to four years and introduce new generations every five to six years.
| | ADAS + AD Penetration | AD as % of ADAS + AD | |------|----------------------|----------------------| | 2019 | 32.0% | 1.8% | | 2020 | 45.5% | 2.0% | | 2021 | 52.3% | 3.5% | | 2022 | 60.5% | 4.8% | | 2023 | 65.6% | 6.9% | | 2024E | 68.2% | 9.7% | | 2025E | 73.6% | 14.2% | | 2026E | 80.3% | 21.5% | | 2027E | 85.5% | 30.2% | | 2028E | 92.6% | 40.5% | | 2029E | 95.4% | 52.2% | | 2030E | 96.7% | 65.7% |
| | 2019–2023 CAGR | 2023–2030E CAGR | |------------|----------------|-----------------| | ADAS + AD | 18.0% | 10.9% | | AD | 65.2% | 53.0% |
Sales volume figures (Million Units): 20.4 | 24.4 | 29.9 | 34.8 | 39.5 | 43.1 | 48.9 | 55.9 | 62.4 | 71.0 | 76.6 | 81.5 (2019) (2020) (2021) (2022) (2023) (2024E) (2025E) (2026E) (2027E) (2028E) (2029E) (2030E)
| | ADAS + AD Penetration | AD as % of ADAS + AD | |------|----------------------|----------------------| | 2019 | 18.5% | 1.2% | | 2020 | 28.8% | 2.7% | | 2021 | 40.0% | 5.5% | | 2022 | 48.8% | 8.0% | | 2023 | 57.1% | 12.4% | | 2024E | 64.0% | 16.4% | | 2025E | 71.0% | 23.2% | | 2026E | 81.2% | 31.6% | | 2027E | 83.2% | 43.6% | | 2028E | 88.5% | 56.8% | | 2029E | 93.7% | 69.2% | | 2030E | 99.7% | 80.4% |
| | 2019–2023 CAGR | 2023–2030E CAGR | |------------|----------------|-----------------| | ADAS + AD | 34.2% | 13.4% | | AD | 141.1% | 48.1% |
Sales volume figures (Million Units): 3.8 | 5.5 | 8.1 | 10.0 | 12.4 | 14.6 | 17.0 | 20.4 | 21.8 | 24.2 | 26.8 | 29.8 (2019) (2020) (2021) (2022) (2023) (2024E) (2025E) (2026E) (2027E) (2028E) (2029E) (2030E)
The major players in the smart vehicle market in China include Chinese OEMs, foreign OEMs and sino-foreign joint ventures. Chinese OEMs have been gaining share in the smart vehicles market in China over the past few years. According to CIC, the market share of Chinese OEMs increased from 19.8% in 2019 to 39.8% in 2023, and is expected to exceed 60% in 2029. Chinese OEMs' advancements in technologies, particularly in ADAS and AD features, have made these domestic brands highly competitive. In addition, improvements in local manufacturing capabilities and supply chain support have also led to rapid progress in product quality and cost-effectiveness for domestic brands.
Chinese OEMs are more inclined to select domestic suppliers in order to better cater to the demand and preferences of Chinese customers. In contrast, sino-foreign joint ventures and foreign OEMs typically make decisions on supplier selection at their global headquarters. As Chinese OEMs continue to gain market share in the smart vehicles market, domestic suppliers of automotive components and solutions are also expected to gain shares and achieve greater growth.
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024E | 2025E | 2026E | 2027E | 2028E | 2029E | 2030E | |------|------|------|------|------|-------|-------|-------|-------|-------|-------|-------| | 19.8% | 23.4% | 30.0% | 36.2% | 39.8% | 45.4% | 50.7% | 55.0% | 57.5% | 59.8% | 61.4% | 62.4% |
• Consumer acceptance and preference for autonomous features which bring enhanced safety and efficiency in driving: According to CIC, a global survey conducted by a global tier-one supplier in 2022 indicated that 89% of respondents in China, 75% in Japan, 57% in the United States and 50% in Germany consider driving automation as a useful development in passenger vehicles. In China, it is estimated that commuters in China's top-tier cities spend an average of over 80 minutes every day on the road. Smart vehicles with autonomous features can free up time and boost productivity for drivers and passengers during these long commutes. This value proposition is expected to further incentivize OEMs to increase the installation of AD features into their vehicle models in the future.
• Enhanced standards for driving safety: According to CIC, research conducted across different countries in the past decade has concluded that over 90% of traffic accidents are caused by human errors. To reduce human errors and save lives, governments and OEMs have been continuously pushing for the adoption of new technologies to achieve higher safety standards. For example, smart collision avoidance features have been included in the rating standards of C-NCAP and E-NCAP. The adoption of more advanced driving automation technologies in smart vehicles is expected to further enhance driving safety.
• Robust technological development to empower more advanced autonomous features with cost-efficiency: Significant advancements have been made in driving automation technologies. The fundamental driving force is the development in processing capacity and efficiency that has underpinned the development of other related technologies, such as information transfer and storage, algorithms and a variety of more sophisticated software applications. As these technologies continue to iterate and become more advanced over time, smart vehicles are able to support features that deliver greater safety, comfort and convenience for consumers, thus further accelerating smart vehicle penetration. On the other hand, ADAS and AD solutions are becoming more cost-efficient with continued progress in technology development and product commercialization.
There are significant demands in China for driving automation solutions to enhance driving safety and mobility experiences. China is featured with notably high population density and traffic density in major cities. As of December 31, 2023, China's 15 largest cities had an average population of over 10.0 million, and there were 94 cities nationwide with car ownership surpassing one million, according to CIC. Moreover, road network in China is becoming increasingly complex due to newly constructed tunnels and overpasses, creating additional challenges for the drivers to navigate through. Therefore, Chinese consumers have a high level of acceptance and a strong preference for autonomous functions. According to CIC, based on surveys conducted among consumers in 2022, driving automation functions rank as the second most important factor when they consider a NEV purchase, after cost-efficiency.
In addition, Chinese government has also strongly supported the development of smart vehicles and driving automation technologies. In 2020, eleven departments from the central government jointly issued a policy paper for the development and innovation of smart vehicles, outlining a blueprint for supporting smart vehicle development over the next 30 years by published the Smart Vehicle Innovation and Development Strategy in February 2020. In November 2023, four ministries in China jointly released a new pilot program namely The Notice of Implementing the Pilot Program of Access and On-road Traffic of Intelligent Connected Vehicles for smart vehicles, greenlighting pilot open-road program for vehicles with high-level AD solutions and paving the way for the commercialization of advanced AD technologies. These pilot programs expanded the access and on-road testing scope of smart vehicles, which facilitated the testing of AD technologies in China. The pilot programs are also initiating access and on-road testing of smart vehicles with high-level AD solutions, as well as enhancing and refining regulations to elevate the performance and safety levels of autonomous driving vehicle products. Thanks to the supportive policies, as of June 30, 2024, seven OEMs received testing licenses for Level 3 autonomous driving under urban conditions, and ten received testing licenses for highway conditions, according to CIC. Among them, five out of the seven and six out of the ten are the Company's customers of Horizon Pilot. The Company is capable of providing AD algorithms, software and processing hardware to facilitate the road testing activities of its customers, which help the testing vehicles to monitor environment and make decisions, like overtaking slower vehicles, without driver input in certain conditions.
As a result, China is the world's largest smart vehicles market, with sales volume of smart vehicles of 12.4 million in 2023. China also has the highest AD penetration rate in the world, with around 1.5 million passenger vehicle sales equipped with AD solutions in 2023.
Countries worldwide have also shown strong interest and made significant progress in the adoption of driving automation technologies. In the European market, car manufacturers and tier-one suppliers are collaborating with autonomous driving solution providers to collectively advance the application of driving automation technologies. In 2022, Germany introduced passenger vehicles with advanced automation technologies that require no human intervention in certain driving scenarios. In Japan, the conditional automation technologies were introduced in 2021 by Honda. In 2023, the Japanese government revealed plans to set up autonomous vehicle lanes on public roads in 2024, and if realized, the lanes would be the first for self-driving vehicles on a public road in Japan. In the United States, driving automation technologies have also received wide attention.
Favorable policies to promote the development of smart vehicles have been introduced globally. In Europe, the European Union has already made it mandatory for new vehicles to be equipped with automatic emergency braking (AEB) systems. At the same time, it is also enhancing the legal framework to support the application of more advanced AD technologies for conditional automation. In May 2018, the European Commission released the On The Road to Automated Mobility, proposing a vision goal to achieve a fully automated driving society by 2030. The new Vehicle General Safety Regulation started to apply in July 2022, introducing a range of mandatory advanced driver assistant systems to improve road safety and establishing the legal framework for the approval of automated and fully driverless vehicles in the EU. In the United States, the U.S. Department of Transportation has issued guidelines and principles to support the development and deployment of autonomous vehicles, including Automated Vehicles 4.0, and the Automated Vehicles Comprehensive Plan. In Japan, the Ministry of Economy, Trade and Industry (METI) and the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) jointly launched the Project on Research, Development, Demonstration and Deployment (RDD&D) of Automated Driving toward Level 4 and Its Enhanced Mobility Services in 2021. Further in 2022, the Act Partially Amending the Road Traffic Act was enacted, which included provisions for establishing a permission system for driverless automated driving. These provisions on automated driving took effect in April 2023. In South Korea, the South Korean government announced the Future Vehicle Industry Development Strategy in October 2019, which outlines the commitment to take the leap towards a leading country in the future car industry by 2030. In 2022, The Ministry of Land, Infrastructure and Transport of South Korea unveiled the Mobility Innovation Roadmap to establish South Korea's leadership in the mobility sector and to promote innovative services. The favorable support of policies and regulations around the world is expected to continuously facilitate and accelerate the adoption of smart vehicles. The following graphics set forth the sales volume and forecasted sales volume of smart vehicles, as well as ADAS and AD penetration rates, in Japan, South Korea and Europe for the periods indicated:
| | Japan | | | Europe | | | South Korea | | | |---|---|---|---|---|---|---|---|---|---| | | 2019 | 2023 | 2030E | 2019 | 2023 | 2030E | 2019 | 2023 | 2030E | | Sales Volume | 2.2 | 2.4 | 5.0 | 10.1 | 11.5 | 16.9 | 0.7 | 0.9 | 2.0 | | ADAS + AD Penetration | 46.2% | 64.7% | 99.0% | 43.7% | 62.4% | 97.0% | 63.7% | 96.5% | 100.0% |
Note: Europe includes European Union countries, European Free Trade Association countries and UK.
Source: the International Organization of Motor Vehicle Manufacturers, interviews with market participants, white papers, industry publications, news and CIC research
Definition and Value Chain of ADAS and AD Solutions: ADAS and AD Solutions Are Key Parts of the Value Chain and Act as Brains for the Smart Vehicles
In the traditional automotive industry, OEMs typically rely on an organized supply chain with multiple tiers of suppliers providing various components and integrated systems needed. This is also the case with the value chain of ADAS and AD solutions, with multiple levels of suppliers providing components and integration services to OEMs who then deploy the ADAS and AD solutions to the vehicle models. Due to stringent standards for safety and quality assurance, OEMs typically require a lengthy verification and testing process for supplier selection. As a result, layers of suppliers for OEMs are generally stable, and tend to be concentrated towards the top players who are more experienced and reputable within the industry.
The chart below illustrates the value chain of ADAS and AD solutions. The upstream suppliers mainly include hardware manufacturers who provide manufacturing, packaging and testing services. ADAS and AD solutions play a critical role in enabling a variety of driving automation functions and they effectively act as brains for the smart vehicles. The solutions consist of algorithms, software and processing hardware that support the development and deployment process. In addition to the ADAS and AD solutions, peripheral components like sensor and others also play important roles allowing the smart vehicles to perceive their surrounding environment. There are also mapping service companies that provide high-definition maps.
Tier-one suppliers are responsible for modular design and system integration, including the design of mechanical, electrical and cooling systems, as well as integrating the algorithm, software and processing hardware with peripheral components.
Recently, due to the high technical requirements for the design and development of driving automation functions, some OEMs also cooperate directly with key components and solution providers including ADAS and AD solution providers to develop customized driving automation functions, so as to achieve faster time-to-market and provide consumers with better driving experience.
| Upstream Suppliers | Key Components and Solution Providers | | Tier-one Suppliers | | |---|---|---|---|---| | | **ADAS and AD Solutions** | **Peripheral Components** | | | | Manufacturing | Hardware: | Sensors: | Modular Design: | System Integration: | | Assembly | • Processing hardware | • Camera | • Mechanical systems | • Integration of ADAS and AD solutions and peripheral components | | Testing | Algorithm and Software: | • Radar | • Electrical systems | • System hardware manufacturing | | | • Algorithm | • LiDAR | • Cooling systems | • Verification and validation | | | • Processing architecture | • Ultrasonic sensor | … | … | | | • Development toolchain | … | | | | | • Middleware | Others | | | | | • Other software applications | | | |
Source: Interviews with expert participants, government statistics, listed companies' public filings, white papers, news disclosures, and CIC analysis.
The market size of ADAS and AD solutions represents the value of both the hardware and software related to the solutions. It is expected to grow significantly, mainly driven by (1) the increasing sales of smart vehicles with ADAS and AD solutions as mentioned above; and (2) higher value created by AD solutions which demand larger processing capacity to support more advanced features under all driving scenarios, as well as to provide system redundancy.
According to CIC, the dollar content per vehicle for AD solutions is over ten times higher than that of ADAS solutions for a smart vehicle. Moreover, as the AD solutions continue to evolve and upgrade, the dollar content per vehicle for AD solutions is expected to further increase in the future. As a result, the market size of AD solutions is expected to experience significant growth at scale in the coming years.
According to CIC, it is estimated that the global market size of ADAS and AD solutions will grow from RMB61.9 billion in 2023 to RMB1,017.1 billion in 2030, representing a CAGR of 49.2%.
In China, the total market size of ADAS and AD solutions amounted to RMB24.5 billion in 2023. It is estimated that the total market size will grow at a CAGR of 49.4% in China to RMB407.0 billion in 2030.
| | 2019-2023 CAGR | 2023-2030E CAGR | |---|---|---| | ADAS + AD | 25.7% | 49.2% | | AD | 62.9% | 62.8% |
| Year | Total | AD Solutions | ADAS Solutions | |---|---|---|---| | 2019 | 24.7 | 4.7 | 20.1 | | 2020 | 30.0 | 6.2 | 23.8 | | 2021 | 40.6 | 12.9 | 27.7 | | 2022 | 49.2 | 20.4 | 28.8 | | 2023 | 61.9 | 33.0 | 28.9 | | 2024E | 94.2 | 65.4 | 28.8 | | 2025E | 191.0 | 162.2 | 31.1 (approx.) | | 2026E | 342.8 | 312.4 | 31.4 (approx.) | | 2027E | 520.8 | 492.0 | 30.3 (approx.) | | 2028E | 744.4 | 719.9 | 28.8 (approx.) | | 2029E | 998.2 | 978.7 (approx.) | 24.5 (approx.) | | 2030E | 1,017.2 | 998.2 (approx.) | 19.0 (approx.) |
Source: Interviews with expert participants, government statistics, listed companies' public filings, news disclosures, and CIC analysis. Note: Not including peripheral components such as camera, radar and LiDAR.
| | 2019-2023 CAGR | 2023-2030E CAGR | |---|---|---| | ADAS + AD | 57.8% | 49.4% | | AD | 144.2% | 58.5% |
| Year | Total | AD Solutions | ADAS Solutions | |---|---|---|---| | 2019 | 3.9 | 0.5 | 3.5 | | 2020 | 6.6 | 1.5 | 5.1 | | 2021 | 11.5 | 4.5 | 7.0 | | 2022 | 16.1 | 8.3 | 7.8 | | 2023 | 24.5 | 16.0 | 8.4 (approx.) | | 2024E | 33.2 | 23.9 | 9.3 | | 2025E | 55.8 | 46.2 | 9.6 | | 2026E | 97.8 | 87.9 | 9.9 | | 2027E | 144.6 | 136.2 | 8.4 | | 2028E | 210.8 | 203.9 (approx.) | 7.0 | | 2029E | 301.0 | 295.6 (approx.) | 5.4 | | 2030E | 407.0 | 403.2 (approx.) | 3.8 |
Source: Interviews with expert participants, government statistics, listed companies' public filings, news disclosures, and CIC analysis. Note: Not including peripheral components such as camera, radar and LiDAR.
• Popularization of ADAS and AD solutions: ADAS solutions with active safety features have been prevailing in mass production and becoming standard features in the latest vehicle models. According to CIC, the penetration rates of ADAS solutions in the global and China passenger vehicle markets were both over 50% in 2023. Concurrently, growing consumer demands and advancing technologies for safer and more efficient experiences are driving the industry towards more advanced AD solutions. The penetration rate of ADAS and AD solutions is expected to increase to 96.7% by 2030 globally, among which AD solutions will account for over 60% of the total ADAS and AD solutions.
• Increasing demand for energy efficiency driven by centralized architecture and complex algorithm: A more centralized electrical structure can improve hardware integration and co-optimization among components. This approach decreases the number of required control units, emphasizing the importance of processing solutions and their underlying software, which in turn require increased processing capacity and efficiency. On the other hand, the increasing complexity of algorithms for advanced driving scenarios also underscores the vital role of processing and energy efficiency. As smart vehicles are now managing a greater volume of real-time information from sensors such as cameras, radars, and LiDARs, ADAS and AD solutions must prioritize minimizing energy consumption while delivering optimal performance.
• Higher value created by AD solutions: As mentioned above, AD solutions are expected to upgrade to provide more advanced features to tackle complex driving scenarios such as urban traffic and offer safer and more efficient driving experience. In addition, as AD solutions evolve into full automation, system redundancy is important to ensure the availability of backup solutions in case of system failure, so as to enhance safety performance. As a result, higher processing capacity, more advanced software and more system redundancy will lead to higher dollar content per vehicle for AD solutions.
• Open platform for customization and partnership: According to CIC, OEMs often prefer to work with open-platform solutions in order to maintain flexibility in product designs. Specifically, leveraging open and flexible solutions and services, OEMs are able to develop differentiated and customized products to conveniently and efficiently meet various needs from the consumers. In light of the continuous technological breakthroughs taking place across the value chain, a widely connected and collaborative ecosystem is conducive to the overall industry, where participants can easily collaborate.
Solution installation volume refers to the number of ADAS or ADAS and AD solutions installed in newly sold/produced vehicles (passenger cars and commercial vehicles) of OEMs in China during the relevant period.
Company A refers to a leading European global automotive supplier that provides a broad range of automotive safety products and systems, including ADAS and AD solutions; and was ranked first among the top five ADAS and AD solutions providers in China by overall solution installation volume in both 2023 and the first half of 2024.
Company B refers to a leading global automotive supplier that provides various automotive products and systems, including ADAS and AD solutions; and was ranked third among the top five ADAS and AD solutions providers in China by overall solution installation volume in both 2023 and the first half of 2024.
Company C refers to a leading global automotive supplier that provides various automotive products and systems, including ADAS and AD solutions; and was ranked second among the top five ADAS and AD solutions providers in China by overall solution installation volume in both 2023 and the first half of 2024.
Company D refers to a leading global automotive supplier that provides various automotive products and systems, including ADAS and AD solutions; and was ranked fifth among the top five ADAS and AD solutions providers in China by overall solution installation volume in both 2023 and the first half of 2024.
The overall ADAS and AD solutions market includes Chinese OEMs and non-Chinese OEMs operating in China.
ADAS与AD解决方案提供商和整车厂之间的直接互动与合作：汽车供应链也在不断演变，价值链上的主要参与者之间的联系和相互关系更加紧密。如今，整车厂开始直接与ADAS和AD解决方案提供商合作，而非通过传统价值链中的一级供应商，因为其认为ADAS和AD功能对其产品供应至关重要。通过与ADAS和AD解决方案提供商直接合作，整车厂能够更高效地开发定制化驾驶自动化功能，实现更快的市场投放速度，并为消费者提供更好的驾驶体验。此外，整车厂可以更全面地了解ADAS和AD解决方案，有助于其更轻松地维护和迭代产品。
• 商业灵活性：开放平台方式允许根据客户特定的商业需求和技术能力，在各种软件、硬件、技术支柱和打包解决方案中进行选择。相比之下，黑盒方式提供有限的打包解决方案，限制了客户根据自身需求进行自主开发或混合开发的能力。
• 技术灵活性：开放平台方式帮助客户更好地理解ADAS和AD系统的内部机制。开放平台方式允许客户在一定程度上对算法、软件乃至处理硬件进行二次开发。相比之下，黑盒方式通常对用户保持ADAS和AD系统内部机制的不透明性，限制了客户的进一步开发。
• 上市时间灵活性：开放平台方式允许解决方案提供商和整车厂开展协同开发，从而缩短从研发到量产的周期。相比之下，黑盒方式要求整车厂对完整的解决方案进行测试和优化，与开放平台方式相比，上市时间更长。
ADAS和AD解决方案市场的主要市场参与者包括：（i）专注于汽车行业ADAS和AD解决方案的供应商，其在驾驶自动化领域拥有深厚的技术专长；（ii）为各行业制造处理硬件的通用处理硬件供应商；以及（iii）少数自主研发解决方案的整车厂。此外，越来越多的科技公司已进入或据报道计划进入ADAS和AD解决方案市场。详情请参阅"风险因素——与我们业务和行业相关的风险——科技公司、整车厂和一级供应商已在自主研发，或可能开始自主研发与我们类似的ADAS和AD解决方案或技术，这可能会降低其对我们解决方案的需求。"尽管如此，整体ADAS和AD解决方案市场不应包括采用全自研商业模式自主开发这些功能的公司，因为此类全自研公司不从市场采购ADAS和AD解决方案。
中国ADAS和AD解决方案市场集中度较高，少数顶级供应商占据大部分市场份额。其中大多数为拥有多年行业经验和广泛客户群的全球供应商。
我们是中国ADAS和AD解决方案提供商前五名中唯一一家中国本土企业。根据CIC的数据，按解决方案装机量计算，我们分别于2023年和2024年上半年成为中国市场上面向中国整车厂的第二大和最大ADAS解决方案提供商，市场份额分别为21.3%和35.9%。按整体解决方案装机量计算，我们亦分别于2023年和2024年上半年成为中国第四大和最大的ADAS和AD解决方案提供商，市场份额分别为9.3%和15.4%。
| 排名 | 提供商 | 2024年上半年ADAS解决方案装机量（百万套） | 2024年上半年市场份额（%） | 2023年ADAS解决方案装机量（百万套） | 2023年市场份额（%） | 2022年市场份额 | 市场份额变化（2023年对比2022年） | |------|--------|----------------------------------------|--------------------------|----------------------------------|-------------------|--------------|-------------------------------| | 1 | 地平线机器人（Horizon Robotics） | 0.71 | 35.9% | 0.85 | 21.3% | 3.7% | +17.6% | | 2 | A公司² | 0.53 | 26.9% | 1.07 | 26.6% | 26.1% | +0.6% | | 3 | C公司⁴ | 0.35 | 17.7% | 0.70 | 17.4% | 13.3% | +4.1% | | 4 | B公司³ | 0.11 | 5.7% | 0.73 | 18.3% | 39.1% | -20.9% | | 5 | D公司⁵ | 0.04 | 2.3% | 0.15 | 3.6% | 5.2% | -1.5% |
| 排名 | 提供商 | 2024年上半年ADAS和AD解决方案装机量（百万套） | 2024年上半年市场份额（%） | 2023年ADAS和AD解决方案装机量（百万套） | 2023年市场份额（%） | 2022年市场份额 | 市场份额变化（2023年对比2022年） | |------|--------|---------------------------------------------|--------------------------|--------------------------------------|-------------------|--------------|-------------------------------| | 1 | A公司² | 1.68 | 28.7% | 3.44 | 29.2% | 29.5% | -0.2% | | 2 | C公司⁴ | 1.18 | 20.1% | 2.35 | 19.9% | 21.4% | -1.4% | | 3 | B公司³ | 1.00 | 17.0% | 2.82 | 24.0% | 24.2% | -0.2% | | 4 | 地平线机器人（Horizon Robotics） | 0.90 | 15.4% | 1.09 | 9.3% | 2.2% | +7.0% | | 5 | D公司⁵ | 0.28 | 4.8% | 0.60 | 5.1% | 7.6% | -2.5% |
注释： ¹ 解决方案装机量是指在相关期间内，在中国整车厂新销售/生产的车辆（乘用车和商用车）中安装的ADAS或ADAS和AD解决方案数量。
² A公司是指一家领先的欧洲全球汽车供应商，提供包括ADAS和AD解决方案在内的广泛汽车安全产品和系统；按整体解决方案装机量计算，在2023年和2024年上半年均排名中国前五大ADAS和AD解决方案提供商第一位。
³ B公司是指一家领先的全球汽车供应商，提供包括ADAS和AD解决方案在内的各类汽车产品和系统；按整体解决方案装机量计算，在2023年和2024年上半年均排名中国前五大ADAS和AD解决方案提供商第三位。
⁴ C公司是指一家领先的全球汽车供应商，提供包括ADAS和AD解决方案在内的各类汽车产品和系统；按整体解决方案装机量计算，在2023年和2024年上半年均排名中国前五大ADAS和AD解决方案提供商第二位。
⁵ D公司是指一家领先的全球汽车供应商，提供包括ADAS和AD解决方案在内的各类汽车产品和系统；按整体解决方案装机量计算，在2023年和2024年上半年均排名中国前五大ADAS和AD解决方案提供商第五位。
⁶ 整体ADAS和AD解决方案市场包括在中国运营的中国整车厂和非中国整车厂。
Long term customer relationships: Due to the highly technical nature and mission-critical safety requirements of ADAS and AD solutions, OEMs require their solution providers to have a proven track record and a deep understanding of the customer's needs. The long development cycles and the need for close collaboration between OEMs and solution providers further reinforce the importance of long-term relationships. The onboarding process of a new solution provider typically takes one to three years, involving extensive testing, validation, and customization. Once a solution provider is selected, the OEM is unlikely to switch providers mid-cycle due to the high switching costs and the risks associated with changing a critical component. Such high switching costs and risks create a high barrier for new entrants.
Capital investment: The development of ADAS and AD solutions requires significant capital investment in research and development, manufacturing, and testing. The high capital requirements create a barrier for new entrants who may not have access to the necessary resources.
Data advantage: The development of AD solutions requires large amounts of data to train and validate the algorithms. Companies with existing relationships with OEMs and access to real-world driving data have a significant advantage over new entrants, who may not have access to the same quality and quantity of data.
CIC采用了初级和二级研究方法，使用了多种资源。初级研究包括对主要行业专家和领先参与者的访谈，而二级研究涉及分析来自公开来源的数据，如中国国家统计局和海关总署。CIC报告中的市场预测基于预测期间的以下关键假设：(i) 全球整体社会、经济和政治环境预计在未来十年内保持稳定趋势；(ii) 相关主要行业驱动因素可能在预测期内继续推动全球及中国ADAS和自动驾驶解决方案行业的增长；以及(iii) 不存在可能对市场情况产生重大或根本性影响的极端不可抗力或行业法规。
CIC employed both primary and secondary research methods using a variety of resources. Primary research included interviews with key industry experts and leading participants, while secondary research involved analyzing data from publicly available sources, such as the National Bureau of Statistics and General Administration of Customs of the PRC. The market projections in the CIC Report are based on the following key assumptions during the forecast period: (i) that the overall global social, economic, and political environment is expected to maintain a stable trend over the next decade; (ii) that related key industry drivers are likely to continue driving growth in global and China's ADAS and AD solution industry during the forecast period; and (iii) that there is no extreme force majeure or set of industry regulations in which the market situation may be affected either dramatically or fundamentally.
Our Directors confirm that, to the best of their knowledge, after making reasonable inquiries, there is no material and adverse change in the market information since the date of the CIC Report, which may qualify, contradict or have an impact on the information in this section.
Our business in the PRC is subject to extensive supervision and regulatory control by the PRC government. This section sets out a summary of relevant laws and regulations that may have material impact on our business.
On March 12, 2021, the National People's Congress of the PRC approved the Outline of the 14th Five-Year Plan (2021–2025) for National Economic and Social Development and Long-Range Objectives for 2035 (《中华人民共和国国民经济和社会发展第十四个五年规划和2035年远景目标纲要》), which clarifies that the PRC should foster advanced manufacturing clusters and promote the innovation and development of industries.
On December 20, 2020, the Ministry of Transport of the PRC (the "MOT") promulgated the Guiding Opinions on Promoting the Development and Application of Road Transport Autonomous Driving Technologies (《交通运输部关于促进道路交通自动驾驶技术发展和应用的指导意见》), which clarified the development goal. Specifically, by 2025, the research on the basic theory of autonomous driving has made positive progress, and key technologies such as road infrastructure intelligence, vehicle-road collaboration and product research and development and test verification have made important breakthroughs; a number of basic and key standards for autonomous driving have been issued; a number of national autonomous driving test bases and pilot application demonstration projects have been built to realize large-scale application in some scenarios and promote the industrialization of autonomous driving technology.
On July 30, 2021, the Ministry of Industry and Information Technology of the PRC (the "MIIT") promulgated the Opinions on Strengthening the Administration of the Access of Intelligent Connected Vehicle Manufacturers and Products (《工业和信息化部关于加强智能网联汽车生产企业及产品准入管理的意见》). The foregoing opinions provide that enterprises should strengthen data security management ability and network security guarantee ability, as well as strengthen management ability and ensure product production consistency. Moreover, enterprises should strengthen product management: (a) Enterprises should strictly perform the obligation of informing. Where the enterprise produces automobile products with driving assistance and autonomous driving functions, it shall clearly inform the vehicle functions and performance limits, driver responsibilities, human-computer interaction equipment indication information, function activation and exit methods and conditions, and more; (b) Enterprises should strengthen the safety management of combined driving assistance products; (c) Enterprises should strengthen the safety management of autonomous driving function products; (d) Enterprises ensure reliable space-time information services.
On August 1, 2022, the Regulations on the Administration of Intelligent Connected Vehicles in Shenzhen Special Economic Zone (《深圳經濟特區智能網聯汽車管理條例》) came into effect. Pursuant to the foregoing regulations, intelligent connected vehicles can be sold after being listed in the national automobile product catalog or the Shenzhen intelligent connected vehicle product catalog, and getting access by the industry and information technology authorities; intelligent connected vehicles can be driven on the road after registration with the traffic management department of the public security authority; with the permission of the transportation department, intelligent connected vehicles can engage in road transport business.
The Regulations on Promoting the Innovative Application of Driverless Intelligent Connected Vehicle in Pudong New Area (《上海市浦東新區促進無駕駛人智能網聯汽車創新應用規定》) (the "Pudong Regulations") came into force on February 1, 2023. In the next month, the Implementation Rules for the Regulations on Promoting the Innovative Application of Driverless Intelligent Connected Vehicle in Pudong New Area (《上海市浦東新區促進無駕駛人智能網聯汽車創新應用規定實施細則》) (the "Pudong Implementation Rules") was released. Pudong Regulations and Pudong Implementation Rules apply to the innovative application activities such as road testing, demonstration application, demonstration operation, and commercial operation of driverless intelligent connected vehicles. To further implement Pudong regulations, the Technical Solutions on Intelligent Connected Vehicle without (Safe) Driver Test (《上海市無駕駛(安全)員智能網聯汽車測試技術方案》) (the "Technical Solutions"), which was released on February 7, 2023, clarify the overall requirements, failed identification and safety response requirements, minimum risk strategy requirements, human–computer interaction requirements and test methods that intelligent connected vehicles applying to carry out automatic driving function tests without (safe) drivers should meet after passing the automatic driving test with (safe) driver. The Technical Solutions only apply to the autonomous driving function tests without (safe) drivers which has not yet been involved in the Company's business. The Company has taken, and will continue to take reasonable measures to ensure compliance with applicable laws and regulations.
On July 27, 2021, the Rules for the Administration of the Road Testing and Demonstrative Application of Intelligent Connected Vehicles (for Trial Implementation) (《智能網聯汽車道路測試與示範應用管理規範(試行)》) (the "Road Testing Rule") was promulgated by the MIIT, the Ministry of Public Security and the Ministry of Transport and came into effect on September 1, 2021. It stipulates, among others, the conditions of the subjects for road testing and demonstration application, the conditions and management of the road testing and demonstration application, and the handling of traffic violations and accidents.
On November 17, 2023, the Notice of the MIIT, the Ministry of Public Security, the Ministry of Housing and Urban–rural Development (the "MOHURD") and MOT of the PRC on Launching the Pilot Program of Market Access and Road Passage for Intelligent Connected Vehicles (《工業和信息化部、公安部、住房和城鄉建設部、交通運輸部關於開展智能網聯汽車准入和上路通行試點工作的通知》) (the "Notice on Pilot Program for ICVs") came into effect. Pursuant to the foregoing notice, through the pilot program, efforts shall be made to guide intelligent connected vehicles manufacturers and users to strengthen their capacity
building, and, on the premise of ensuring safety, promote the improvement of the functions and performance of intelligent connected vehicles products and the iterative optimization of the industrial ecology so as to promote the high-quality development of the industry of intelligent connected vehicles.
The Road Testing Rule, and the Notice on Pilot Program for ICVs are applicable to autonomous driving functions (referring to conditionally automated driving, highly automated driving and fully automated driving) of intelligent connected vehicles. Conditionally automated driving (referred to autonomous driving Level 3) is defined as a situation in which all dynamic driving tasks are accomplished under the operational design conditions of the system, with the driver assuming the role of providing appropriate intervention in response to the dynamic driving task takeover request of the system.
According to CIC, as of the Latest Practicable Date, there is no mass-produced passenger vehicle at autonomous driving Level 3 or above in China. The solutions that we currently sell to OEMs and installed in passenger vehicles by OEMs requires drivers to concentrate on driving, supervise the behavior of the driving automation system throughout the journey and perform appropriate driving tasks. Meanwhile, under relevant regulatory requirements such as Opinions of the MIIT on strengthening the access management of intelligent connected vehicle manufacturers and products (《工業和信息化部關於加強智能網聯汽車生產企業及產品准入管理的意見》), OEMs shall clearly inform drivers of the functions and limitations of the vehicle, and the liability of driver, and take technical measures to ensure that drivers are always performing the driving tasks. Therefore, vehicles currently installed with our solution shall be driven by the driver rather than the autonomous driving system, and thus do not fall under the legal concept of autonomous driving Level 3 (i.e. conditionally automated driving) under relevant autonomous regulations. Based on the above, as advised by our PRC Legal Adviser, as of the Latest Practicable Date, the Road Testing Rule and the Notice on Pilot Program for ICVs are not applicable to us. Notwithstanding, we have taken, and will continue to take reasonable measures to ensure compliance with applicable laws and regulations.
According to the Implementation Guidelines on the Pilot Program for Market Access of ICVs (《智能網聯汽車准入和上路通行試點實施指南》), an attachment to the Notice on Pilot Program for ICVs, we may face potential liabilities depending on different circumstances in the event of car accidents.
(i) where a road traffic accident occurs in a vehicle with its automated driving function system unactivated, or that a road traffic accident occurs in a vehicle without automated driving function system, the relevant liability shall be borne in accordance with the existing provisions and the Road Traffic Safety Law of the PRC (《中華人民共和國道路交通安全法》, promulgated by the SCNPC on October 28, 2003 and amended on December 29, 2007, April 22, 2011 and April 29, 2021, and came into effect on the same day) shall apply. According to Article 76 of the Road Traffic Safety Law of the PRC, where motor vehicles are involved in traffic accidents which cause casualties and property losses, the insurance company shall make compensation within the limit of the compulsory third party liability insurance
for motor vehicles; if the said insurance is insufficient, the part not covered shall be compensated according to relevant liability principles between the drivers of motor vehicles, drivers of non-motor vehicle and/or pedestrians. Under such circumstance, as all our solutions do not fall into the category of automated driving function defined by Notice on Pilot Program for ICVs, as of the Latest Practicable Date, we are not a party to the traffic accident and shall not assume traffic liability for such accident, and hence we have no loss contingency under such circumstance.
(ii) where any personal injury or property loss is caused by a road traffic accident when the automated driving function system is activated, the insurance company shall make compensation within the insurance liability limit; any insufficient part shall be ascertained the liability of all parties concerned for compensation in accordance with Article 76 of the Road Traffic Safety Law of the PRC. Where the intelligent connected vehicle users are required to bear liability for compensation according to the law, the compensation liability shall be borne by the pilot users. Where the pilot automobile manufacturers, autopilot system developers, infrastructure and equipment providers, safety personnel and other relevant parties have fault for the occurrence of traffic accidents, the pilot users may pursue recovery for the compensation according to the law. If a crime has been committed, the liable persons shall be prosecuted for criminal liability in accordance with the PRC laws.
Under aforementioned circumstances, if our solutions fall within the scope of automated driving function defined by the Notice on Pilot Program for ICVs in the future, we may bear relevant legal liability as autopilot system developers if there is a fault with respect to the occurrence of a traffic accident. We will assess relevant loss contingencies and make provision or disclosures as appropriate.
As confirmed by our PRC Legal Adviser, laws and regulations in the PRC in relation to autonomous driving functions in the event of driving accidents are relatively new, not sufficient enough yet and are in the process of evolving together with the development of the whole industry. We have always been cautious about importance to the product safety responsibility. We have taken, and will continue to take reasonable measures, to ensure our continued compliance with applicable laws and regulations. From the perspective of future legal development in relation to autonomous driving functions in the event of driving accidents, further improvement of laws and regulations will help the better development of the whole market and the whole industry and will be beneficial to our future business.
Meanwhile, China Electronics Standardization Association, China Electronics Standardization Institute and other institutions published the White Paper on Performance Evaluation Standardization of Autonomous Driving Processing Hardwares in September 2023, which introduced that with the rapid development of the autonomous driving industry and the urgent demand for the industry standardization, leading domestic and foreign institutions should work together to improve the evaluation and standardization system. On December 29, 2023, the MIIT issued the Guide to the Building of the National Standard System for Automotive Processing Hardwares, which stated that more than 30 key standards by 2025, and
more than 70 relevant standards by 2030 for automotive processing hardwares will be formulated. These guides will provide guidance and requirements for processing hardware industry in the future, promote the development and product application, cultivate an independent innovation environment, improve the overall technical level and international competitiveness, and build a scientific, efficient and sustainable automotive processing hardware industry ecosystem. The formulation of such standards is not expected to have a material adverse effect on the Group's business operations and financial performance resulting.
Pursuant to Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors (《关于外国投资者并购境内企业的规定》) (the "Merger and Acquisition Provisions", which was promulgated on June 22, 2009), merger and acquisition of domestic enterprises by foreign investors referred to in the Merger and Acquisition Provisions shall mean acquisition of equity of shareholders of non–foreign investment enterprises in China or subscription to additional capital of domestic companies by foreign investors to convert such domestic companies into foreign investment enterprises; or incorporation of foreign investment enterprises by foreign investors to acquire and operate assets of domestic enterprises by such foreign investment enterprises by agreement, or acquisition of assets of domestic enterprises by foreign investors by agreement and investment of such assets to establish foreign investment enterprises for operation of such assets. In the case of merger or acquisition of a domestic enterprise by a foreign investment enterprise incorporated by a foreign investor in China, the relevant provisions on merger and division of foreign investment enterprises and the relevant provisions on domestic investments of foreign investment enterprises shall apply; where there is no provision therein, the Merger and Acquisition Provisions shall apply by reference.
On October 28, 2015, the MOFCOM promulgated Interim Provisions on Investment Inside China by Foreign Investment Enterprises (《关于外商投资企业境内投资的暂行规定》). According to the foregoing provisions, where a foreign investment enterprise purchases share ownership from investors of the target company, and the business scope of the target company falls within the field of Encouraged or Permitted Categories of Investment, the target company shall submit to the original company registration organ all the materials prescribed by Article 6, and shall, in accordance with relevant provisions of the "Rules on Company Registration", apply to the original company registration organ for alteration of registration.
Pursuant to the Foreign Investment Law of the PRC (《中华人民共和国外商投资法》), the Regulation for Implementing the Foreign Investment Law of the PRC (《中华人民共和国外商投资法实施条例》) and Measures on Reporting of Foreign Investment Information (《外商投资信息报告办法》), which became effective on January 1, 2020, the State Council establishes a foreign investment information report system. Foreign investors or foreign–funded enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system. The contents and scope of foreign investment information report shall be determined under the principle of necessity; it is not allowed to require the submission
again of any investment information that can be obtained by interdepartmental information sharing. For foreign investment enterprises investing in China and establishing an enterprise (including multi–level investment), upon completion of registration filing and submission of annual report information to the market regulatory authorities, the relevant information shall be forwarded by the market regulatory authorities to the commerce administrative authorities, and these enterprises are not required to submit separately.
The Administrative Regulations on Foreign Exchange (《中华人民共和国外汇管理条例(2008修订)》) was promulgated by the State Council in January 1996 and last amended and effective in August 2008. Under these regulations, Renminbi is freely convertible for payments of current account items, such as distribution of dividends, interest payments, and trade and service–related foreign exchange transactions, and such payments can be made in foreign currencies without prior approval by the SAFE. In contrast, approval by or registration with appropriate government authorities is required where Renminbi is converted into a foreign currency and remitted out of China to pay capital account items, such as direct investments, repayment of foreign currency–denominated loans, repatriation of investments, and investments in securities outside of China.
Pursuant to the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment (《国家外汇管理局关于进一步改进和调整直接投资外汇管理政策的通知》) promulgated by the SAFE on November 19, 2012, effective on December 17, 2012, and last amended on December 30, 2019, the opening of various special purpose foreign exchange accounts, such as pre–establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of Renminbi proceeds by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign–invested enterprise to its foreign shareholders no longer require the approval or verification of the SAFE, and multiple capital accounts for the same entity may be opened in different provinces.
In 2013, the SAFE promulgated the Circular on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors and Supporting Documents (《国家外汇管理局关于印发<外国投资者境内直接投资外汇管理规定>及配套文件的通知》), which was last amended on December 30, 2019, which specified that the administration by the SAFE or its local branches on direct investment by foreign investors in China must be conducted by way of registration and banks must process foreign exchange business relating to direct investment in China based on the registration information provided by the SAFE and its local branches.
On July 4, 2014, the Circular of the SAFE on Foreign Exchange Administration of Overseas Investments and Financing and Round–Trip Investments by Domestic Residents via Special Purpose Vehicles (《国家外汇管理局关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知》) came into effect. Pursuant to such circular, domestic residents shall apply to the SAFE to register foreign exchange for overseas investments before
contributing money to special purpose vehicles using legitimate domestic and overseas assets or rights and interests. In the event of any alteration in the basic information, such as shareholders, name and operating duration of the individual domestic residents, or key information, such as increases or decreases in capital, or equity transfers, swaps, consolidations, or splits, the registered overseas special purpose vehicles shall timely submit a change in the registration of the foreign exchange for overseas investments with the foreign exchange bureaus.
Pursuant to the Circular of the SAFE on Further Simplifying and Improving Policies for Foreign Exchange Administration for Direct Investment (《国家外汇管理局关于进一步简化和改进直接投资外汇管理政策的通知》), which was promulgated on February 13, 2015 and became effective on June 1, 2015, two administrative approval items, foreign exchange registration approval under domestic direct investment and foreign exchange registration approval under overseas direct investment, have been canceled. According to these new requirements, the banks will directly verify and handle the registration of foreign exchange under domestic and overseas direct investment, while the SAFE and its branches shall conduct through banks indirect regulation over registration of foreign exchange for direct investment.
The SAFE promulgated the Notice of the SAFE on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises (《国家外汇管理局关于改革外商投资企业外汇资本金结汇管理方式的通知》) (the "SAFE Circular 19") on March 30, 2015, which was last amended and effective on March 23, 2023. Pursuant to the SAFE Circular 19, foreign-invested enterprises are allowed, within the scope of business, to settle their foreign exchange capital in their capital accounts, for which the relevant foreign exchange authority has confirmed monetary capital contribution rights and interests (or for which the bank has registered the injection of the monetary capital contribution into the accounts), on a discretionary basis according to the actual needs of their business operations. The SAFE promulgated the Notice of the SAFE on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account (《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》) (the "SAFE Circular 16"), which took effect in June 2016. The SAFE Circular 19 and the SAFE Circular 16 prohibit foreign-invested enterprises from using Renminbi converted from their foreign exchange capital for expenditures beyond their business scopes, providing entrusted loans, or repaying loans between non-financial enterprises.
On January 26, 2017, the SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification (《国家外汇管理局关于进一步推进外汇管理改革完善真实合规性审核的通知》), which stipulates several capital control measures with respect to the outbound remittance of profit from PRC domestic entities to offshore entities, including the following: (i) under the genuine transaction principle, banks must check board resolutions regarding profit distribution, the original tax filing records, and the audited financial statements; and (ii) PRC domestic entities must hold income to account for prior years' losses before remitting the profits. Furthermore, according to the circular, PRC domestic entities must make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts, and other proof when completing the registration procedures in connection with an outbound investment.
Pursuant to the Circular of the SAFE on Further Promoting Cross–border Trade and Investment Facilitation (《國家外匯管理局關於進一步促進跨境貿易投資便利化的通知》) (the "SAFE Circular 28"), which was promulgated and became effective on October 23, 2019, where a non–investment–oriented foreign investor makes equity investment in China through transfer of capital in original currency, the invested shall register for acceptance of domestic reinvestments as required and open a foreign exchange capital account to receive the transferred money, with no need to register for the recognition of contribution in cash; where a non–investment–oriented foreign investor makes equity investment in China with the money from the settlement of foreign exchange capital, the invested shall register for acceptance of domestic reinvestments as required and open an account pending payment after foreign exchange settlement under the capital account to receive the money.
A loan made by foreign investors as shareholders in a foreign–invested enterprise is considered to be foreign debt in mainland China and is regulated by various laws and regulations, including the Foreign Exchange Administrative Regulation (《中華人民共和國外匯管理條例(2008修訂)》), the Interim Provisions on the Management of Foreign Debts (《外債管理暫行辦法》) took effect on March 1, 2003, and was last amended on September 1, 2022 and the Administrative Measures for Registration of Foreign Debts (《外債登記管理辦法》) promulgated by SAFE on April 28, 2013 and amended by the Notice of the SAFE on Abolishing and Amending the Normative Documents Related to the Reform of the Registered Capital Registration System (《國家外匯管理局關於廢止和修改涉及註冊資本登記制度改革相關規範性文件的通知》) on May 4, 2015. Under these rules, a shareholder loan in the form of foreign debt made to a Chinese entity does not require the prior approval of SAFE. However, such foreign debt must be registered with and recorded by local banks. The SAFE Circular 28 provides that a non–financial enterprise in the pilot areas may register a permitted amount of foreign debts, which is as twice of the non–financial enterprise's net assets, at the local foreign exchange bureau. Such non–financial enterprise may borrow foreign debts within the permitted amount and directly handle the relevant procedures in banks without registration of each foreign debt. However, the non–financial enterprise shall report its international income and expenditure regularly.
On December 26, 2017, the NDRC promulgated the Administrative Measures for the Outbound Investment of Enterprises (《企業境外投資管理辦法》) (the "NDRC Order No. 11"), which took effect on March 1, 2018. According to NDRC Order No. 11, non–sensitive overseas investment projects are required to make record filings with the local branch of the NDRC. On September 6, 2014, MOFCOM promulgated the Administrative Measures on Overseas Investments (《境外投資管理辦法(2014)》), which took effect on October 6, 2014. According to such regulations, overseas investments of mainland China enterprises that involve non–sensitive countries and regions and non–sensitive industries must make record filings with a local branch of MOFCOM. The Notice of the SAFE on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment (《國家外匯管理局
《关于进一步改进和调整直接投资外汇管理政策的通知》) was issued by SAFE on November 19, 2012 and amended on May 4, 2015, October 10, 2018 and December 30, 2019 respectively, under which mainland China enterprises must register for overseas direct investment with local banks. The shareholders or beneficial owners who are mainland China entities are required to be in compliance with the related overseas investment regulations. If they fail to complete the filings or registrations required by overseas direct investment regulations, the relevant authority may order them to suspend or cease the implementation of such investment and make corrections within a specified time.
On May 28, 2020, the National People's Congress of the PRC approved the Civil Code of the PRC (《中华人民共和国民法典》) (the "Civil Code"), which has come into effect on January 1, 2021. Pursuant to the Civil Code, the personal information of a natural person shall be protected by the law. Any organization or individual that need to obtain personal information of others shall obtain such information legally and ensure the security of such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase, sell, provide or make public personal information of others.
On November 7, 2016, the Standing Committee of National People's Congress (the "SCNPC") promulgated the Cyber Security Law (《中华人民共和国网络安全法》), which became effective on June 1, 2017. The Cyber Security Law requires network operators to perform certain functions related to cybersecurity protection and strengthen the network information management. For instance, under the Cyber Security Law, when collecting and using personal information, in accordance with the Cyber Security Law, network operator shall abide by the "lawful, justifiable and necessary" principles. Network operator shall collect and use personal information by announcing rules for collection and use, expressly notify the purpose, methods and scope of such collection and use, and obtain the consent of the person whose personal information is to be collected. Network operator shall not disclose, tamper with or destroy personal information that it has collected, or disclose such information to others without prior consent of the person whose personal information has been collected, unless such information has been processed to prevent specific person from being identified and such information from being restored.
On June 10, 2021, the SCNPC promulgated the Data Security Law of PRC (《中华人民共和国数据安全法》), which became effective on September 1, 2021. It stipulates that each organization or individual collecting data shall adopt legal and proper methods, and shall not steal or obtain data by other illegal methods, and the data processing activities shall comply with laws and regulations, respect social mores and ethics, comply with commercial ethics and professional ethics, be honest and trustworthy, perform obligations to protect data security, and undertake social responsibility. Besides, it is necessary to establish and improve a whole-process data security management system in accordance with the provisions of laws and regulations, organize and carry out data security education and training, and adopt
corresponding technical measures and other necessary measures to ensure data security. The use of the Internet and other information networks to carry out data processing activities shall perform the above–mentioned data security protection obligations on the basis of the network security level protection system.
On August 20, 2021, the SCNPC issued the PRC Personal Information Protection Law (《中華人民共和國個人信息保護法》) (the "PIPL"), which integrates the scattered rules with respect to personal information rights and privacy protection. The PIPL aims at protecting the personal information rights and interests, regulating the processing of personal information, ensuring the orderly and free flow of personal information in accordance with the law, and promoting the reasonable use of personal information. Personal information, as defined in the PIPL, refers to information related to identified or identifiable natural persons and recorded by electronic or other means, but excluding the anonymized information. The PIPL provides the circumstances under which a personal information processor could process personal information, which include but not limited to, where the consent of the individual concerned is obtained and where it is necessary for the conclusion or performance of a contract to which the individual is a contractual party. It also stipulates certain specific rules with respect to the obligations of a personal information processor, such as to inform the purpose and method of processing to the individuals, and the obligation of the third party who has access to the personal information by way of co–processing or delegation.
On September 15, 2021, the MIIT issued the Notice of the MIIT on Strengthening the Cybersecurity and Data Security of the Internet of Vehicles (《工業和信息化部關於加強車聯網網絡安全和數據安全工作的通知》), according to which, all intelligent networked automobile manufacturers and Internet of vehicles service platform operators shall establish a network security and data security management system, strengthen the security protection, monitor and prevent network security risks and threats, strengthen the security protection capacity of network facilities and network systems of the Internet of vehicles, ensure the communication security of the Internet of vehicles, carry out the security monitoring and early warning of the Internet of vehicles, and do a good job in the security emergency disposal of the Internet of vehicles, do a good job in the classification and filing of Internet of vehicles network security protection, and more.
To regulate automobile data processing activities, Several Provisions on the Management of Automobile Data Security (for Trial Implementation) (《汽車數據安全管理若干規定(試行)》) was issued on August 16, 2021 and became effective on October 1, 2021. Pursuant to the foregoing provisions, "automobile data" includes personal information data and important data involved in the process of automobile design, production, sales, use, operation and maintenance, among others. Automobile data processors that conduct important data processing activities shall conduct risk assessments and submit risk assessment reports to the cyberspace administrations and relevant departments of the provinces, autonomous regions, and municipalities directly under the central government. And important data shall be legally
存储于中华人民共和国境内；确因业务需要向境外提供的，应当通过国家网信办会同国务院有关部门组织的安全评估。
2021年10月8日，全国信息安全标准化技术委员会发布了《汽车采集数据处理安全指南》。该指南规定了汽车采集数据传输、存储及出境等处理活动的安全要求。
2021年11月14日，国家互联网信息办公室（"网信办"）发布了《网络数据安全管理条例（征求意见稿）》（"《条例草案》"），进一步扩大了安全审查的申请范围，建立了数据分类分级保护制度，并明确了数据跨境管理的相关规则。《条例草案》规定，数据处理者开展以下活动应申请网络安全审查：（i）掌握大量关系国家安全、经济发展或公共利益数据资源的互联网平台运营者的合并、重组或分立，影响或可能影响国家安全的；（ii）处理超过一百万名用户个人信息的数据处理者赴境外上市；（iii）赴香港上市影响或可能影响国家安全的；（iv）其他影响或可能影响国家安全的数据处理活动。截至最后实际可行日期，《条例草案》尚未正式颁布实施。2021年12月28日，网信办联合其他相关行政部门共同发布了《网络安全审查办法》，并于2022年2月15日起施行。根据《网络安全审查办法》，掌握超过一百万名用户个人信息的互联网平台运营者赴国外上市前应申请网络安全审查，相关政府主管部门若认为相关网络产品或服务或数据处理活动可能影响国家安全，可依职权启动网络安全审查。根据我们的中国法律顾问的意见，《网络安全审查办法》中"国外上市"的表述不适用于在香港上市，因此我们无需主动就本次香港上市申请网络安全审查。截至最后实际可行日期，我们未收到被认定为关键信息基础设施运营者（"关键信息基础设施运营者"）的通知，未收到任何中国政府主管部门发出的任何通知或警告，亦未因我们的业务运营或本次上市引发国家安全风险而受到任何中国政府主管部门的调查、制裁或处罚。鉴于现行中国法律法规对"影响或可能影响国家安全"活动的界定有待主管部门进一步明确，关键信息基础设施运营者的认定以及影响或可能影响国家安全的网络产品或服务及数据处理活动的范围亦有待主管部门进一步明确和解释，我们无法保证我们是否将受到网络安全审查，亦无法保证未来颁布的新规则或法规是否将对我们施加额外的合规要求。
此外，2022年7月7日，国家互联网信息办公室（CAC）颁布了《数据出境安全评估办法》，该办法于2022年9月1日起正式生效。该数据出境措施规定，凡处理或出境个人信息超过该办法规定数量门槛的数据处理者，在向境外传输任何个人信息之前，须向CAC申请安全评估。安全评估要求同样适用于向境外传输重要数据的行为。此外，2022年8月31日，CAC颁布了《数据出境安全评估申报指南（第一版）》，规定数据出境行为包括：(i) 数据处理者将在中国大陆境内运营过程中产生的数据向境外传输和存储；(ii) 境外机构、组织或个人访问、使用、下载或导出数据处理者收集和产生并存储于中国大陆境内的数据；以及(iii) CAC规定的其他行为。
2024年3月22日，CAC发布了《促进和规范数据跨境流动规定》。根据该规定，向境外提供数据的数据处理者，凡符合下列任一条件，须通过所在地省级网信部门向国家网信部门申报数据出境安全评估：(i) 关键信息基础设施运营者向境外提供个人信息或重要数据；(ii) 非关键信息基础设施运营者的数据处理者向境外提供重要数据，或自当年1月1日起累计向境外提供超过100万人的个人信息（不含敏感个人信息），或超过1万人的敏感个人信息。
截至最后实际可行日期，本公司的中国法律顾问预计本集团的业务运营及/或建议在香港上市不会引发任何国家安全风险及/或跨境数据传输风险，理由如下：(i) 本公司已采取必要的组织管理及技术措施，履行了数据安全相关法规规定的主要法律义务，并将继续采取相关改进措施，持续确保数据得到有效保护和合法利用；(ii) 本公司未收到任何中国政府机构发出的任何通知或警告，亦未因业务运营或上市引发国家安全风险而受到任何中国政府机构的调查、制裁或处罚；(iii) 在业绩记录期间及截至最后实际可行日期，根据上述《数据出境安全评估办法》及《促进和规范数据跨境流动规定》，本公司不涉及履行数据出境安全评估的任何义务。
截至最后实际可行日期，本公司的中国法律顾问认为，基于业绩记录期间及截至最后实际可行日期的实际情况，《网络安全审查办法》、《网络数据安全管理条例（征求意见稿）》（如以现行形式实施）及《数据出境安全评估办法》不会对本公司的业务运营或上市产生重大不利影响。
(i) we had not been notified of being classified as a CIIO, and had not received any inquiry, notice, warning, or sanction regarding cybersecurity review; (ii) the term "listing abroad" under the Cybersecurity Review Measures does not apply to listing in Hong Kong, hence we are not subjected to initiating a submission for cybersecurity review or conducting other additional mandatory obligations for our proposed listing in Hong Kong in accordance with the Cybersecurity Review Measures; (iii) the main regulatory requirements under the Draft Cyber Data Security Regulations have already been provided in existing PRC laws and regulations on cybersecurity and data security, which we have complied with in all material aspects as of the Latest Practicable Date, with the remaining newly proposed rules under the Draft Data Security Regulations mostly being procedural and administrational requirements, such as filing records and submitting reports to relevant authorities under certain stipulated circumstances, which would not constitute a substantial obstacle for us to comply with; and (iv) during the Track Record Period and up to the Latest Practicable Date, we were not obligated to conduct any cross-border data transfer security assessments or to obtain any additional governmental approval provided by the Measures on Security Assessment of Cross-border Data Transfer and the Provisions on Facilitating and Regulating Cross-border Data Flows.
On December 8, 2022, the MIIT promulgated the Notice on Promulgation of the Administrative Measures on Data Security in the Field of Industry and Information Technology (for Trial Implementation) (《工業和信息化部關於印發<工業和信息化領域數據安全管理辦法(試行)>的通知》). Pursuant to the foregoing notice, the data handlers in the field of industry and information technology shall regularly sort out data, identify important data and core data in accordance with the relevant standards and specifications, and form the specific catalogs for their respective entities.
The Environmental Protection Law of the PRC (《中華人民共和國環境保護法》), (last amended on April 24, 2014 and became effective on January 1, 2015), outlines the authorities and duties of various environmental protection regulatory agencies. The Ministry of Environmental Protection is authorized to issue national standards for environmental quality and emissions, and to monitor the environmental protection scheme of the PRC. Meanwhile, local environment protection authorities may formulate local standards which are more rigorous than the national standards, in which case, the concerned enterprises must comply with both the national standards and the local standards.
According to the Administrative Regulations on the Environmental Protection of Construction Project (《建設項目環境保護管理條例》) (the "Construction Environmental Protection Rule"), promulgated by the State Council on November 29, 1998 and amended on July 16, 2017, and other relevant environmental laws and regulations, enterprises which plan to construct projects shall provide the assessment reports, assessment form, or registration form on the environmental impact of such projects with relevant environmental protection administrative authority for approval or filing. Enterprises may entrust a technical entity to
根据2002年10月28日由全国人民代表大会常务委员会颁布、分别于2016年7月2日及2018年12月29日修订的《中华人民共和国环境影响评价法》(Environmental Impact Assessment Law of the PRC)，对于对环境有影响的建设项目，建设单位须根据对环境可能造成影响的严重程度，分别编制环境影响报告书、环境影响报告表或填报环境影响登记表。
《中华人民共和国消防法》(Fire Prevention Law of the PRC)（"消防法"）于1998年4月29日通过，最后一次修订并于2021年4月29日生效。根据消防法，对于国务院住房和城乡建设主管部门规定的特殊建设工程，建设单位应当将消防设计文件报住房和城乡建设主管部门审查；对于特殊建设工程以外的其他建设工程，建设单位在申请领取施工许可证或者办理竣工验收备案时，应当提供满足施工需要的消防设计图纸及技术资料。根据住房和城乡建设部于2020年4月1日颁布、2020年6月1日起施行、最后于2023年8月21日修订并于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》(Interim Regulations on Administration of Examination and Acceptance of Fire Control Design of Construction Projects)，消防设计审查验收制度仅适用于特殊建设工程，其他建设工程实行备案抽查制度。
此外，消防法规定，在人员密集场所投入使用、营业前，建设单位或者使用单位应当依照规定向消防救援机构申请消防验收，取得消防验收合格证明文件。
根据全国人民代表大会常务委员会于2007年10月28日颁布、分别于2015年4月24日及2019年4月23日修订的《中华人民共和国城乡规划法》(PRC Urban and Rural Planning Law)，在城市或乡村规划区内建设建筑物、构筑物、道路、管线及其他工程设施，须向主管城乡规划的政府部门申请办理建设工程规划许可证。取得建设工程规划许可证后，除特定例外情形外，建筑施工企业须依据住房和城乡建设部于2021年3月30日颁布的《建筑工程施工许可管理办法》(Administrative Provisions on Construction Permit of Construction Projects)，向县级或县级以上地方人民政府建设主管部门申请办理建筑工程施工许可证。
根据建设部于2000年4月7日颁布、2009年10月19日修订的《房屋建筑和市政基础设施工程竣工验收备案管理办法》(Administrative Measures for Reporting Details Regarding Acceptance Examination upon Completion of Buildings and Municipal Infrastructure)，以及住房和城乡建设部于2013年12月2日颁布实施的《房屋建筑和市政基础设施工程竣工验收规定》(Provisions on Acceptance Examination upon Completion of Buildings and Municipal Infrastructure)，建设工程竣工后，建筑施工企业须向工程所在地县级或县级以上主管政府部门提交竣工验收申请及备案材料，并取得建设工程竣工验收备案表。
根据《中华人民共和国企业所得税法》(Corporate Income Tax Law of the PRC)（"企业所得税法"）（最后一次修订并于2018年12月29日生效）及《中华人民共和国企业所得税法实施条例》(Implementation Regulations for the Corporate Income Tax Law of the PRC)（"企业所得税法实施条例"）（最后一次修订并于2019年4月23日生效），中国境内所有企业（包括外商投资企业）均须按25%的统一税率缴纳企业所得税，但国家规定的高新技术企业可按15%的优惠税率缴纳企业所得税，或符合条件的小型微利企业可享受20%的优惠企业所得税税率。
根据《中华人民共和国增值税暂行条例》(Provisional Regulations on Value-added Tax of the PRC)（最后一次修订并于2017年11月19日生效）及1993年12月25日颁布、2011年10月28日修订并于2011年11月1日起施行的《中华人民共和国增值税暂行条例实施细则（2011修订）》(Detailed Rules for the Implementation of the Interim Regulation of the PRC on Value Added Tax (2011 Revision))，在中国境内从事销售货物、提供加工修理修配劳务以及进口货物的所有单位和个人，均须缴纳增值税（"增值税"）。应缴增值税额按"销项税额"减去"进项税额"计算。增值税税率通常为17%，在特定有限情形下为11%或6%，具体视相关情况而定。
In accordance with Notice of the Ministry of Finance and the SAT on the Adjustment to VAT Rates (《财政部、税务总局关于调整增值税税率的通知》), which became effective on May 1, 2018, the deduction rates of 17% or 11% applicable to the taxpayers who have VAT taxable sales activities or imported goods are adjusted to 16% or 10%.
According to Announcement on Policies for Deepening the VAT Reform (《财政部、税务总局、海关总署关于深化增值税改革有关政策的公告》) (Announcement No. 39 of 2019 of the Ministry of Finance, the SAT and the General Administration of Customs, became effective on April 1, 2019), for general VAT payers' sales activities or imports that are subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9% respectively.
Enterprise Income Tax Law (《中华人民共和国企业所得税法》) and the relevant implementing regulations provide that an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.
Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (《内地和香港特别行政区关于对所得避免双重征税和防止偷漏税的安排》) (the "Double Tax Avoidance Arrangement"), and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties (《国家税务总局关于执行税收协定股息条款有关问题的通知》), or SAT Circular 81, issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretions, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to the Circular on Several Questions regarding the "Beneficial Owner" in Tax Treaties (《国家税务总局关于税收协定中"受益所有人"有关问题的公告》), which was issued on February 3, 2018 by the SAT and effective on April 1, 2018, when determining the applicant's status of the "beneficial owner" regarding tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors apply, including without limitation: (i) whether the applicant is obligated to pay more than 50% of his or her income in twelve months to residents in third country or region, (ii) whether the business operated by the applicant constitutes the actual business activities, and (iii) whether the counterparty country or region to the tax treaties levies any tax or grant tax exemption on relevant incomes or levies tax at an extremely low rate, will be taken into account, and it will be analyzed according to the actual circumstances of the specific cases. This circular further
provides that relevant information proving the status of "beneficial owner" shall be retained in the case of entitlement to dividends, interest and treaty benefits of royalty clause according to the Administrative Measures for Entitlement to Treaty Benefits for Non–resident Taxpayers (《國家稅務總局關於發佈<非居民納稅人享受協定待遇管理辦法>的公告》), which was promulgated by the SAT on October 14, 2019 and became effective on January 1, 2020.
Pursuant to the Regulations of the PRC on the Administration of Import and Export of Goods (《中華人民共和國貨物進出口管理條例》) promulgated by the State Council on December 10, 2001 which came into effect on January 1, 2002 and last amended on March 10, 2024, and came into effect on May 1, 2024, the import and export of goods are generally allowed by the mainland China government, but the prohibitions or restrictions explicitly stipulated in the laws or administrative regulations shall still be complied with during the conduct of import and export of goods by individuals or entities. According to the Foreign Trade Law of the PRC (《中華人民共和國對外貿易法》) promulgated by the SCNPC, on May 12, 1994, which came into effect on July 1, 1994 and lately amended with immediate effect on December 30, 2022, unless otherwise provided by laws and regulations, the mainland China government allows free export and import of goods and technologies, and protects the intellectual property rights associated with international trade. The authorities have canceled the requirements to file records and register formalities for foreign trade operators engaging in the import or export of goods or technology with the MOFCOM or the agency entrusted from December 30, 2022.
Pursuant to the PRC Labor Law (《中華人民共和國勞動法》) (last amended and became effective on December 29, 2018), the PRC Labor Contract Law (《中華人民共和國勞動合同法》) (last amended on December 28, 2012 and became effective on July 1, 2013) and the Implementation Regulations for the Labor Contract Law of the PRC (《中華人民共和國勞動合同法實施條例》) (promulgated and became effective on September 18, 2008), an employer unit shall establish and improve its rules and regulations in accordance with the law in order to ensure that workers enjoy labor rights and perform labor obligations. A written labor contract is required when an employment relationship is established between an employer and an employee. A labor contract shall include the following clauses: term of labor contract; working hours and rest periods and off days; labor remuneration; social security; labor protection, working conditions and occupational hazard prevention and protection; and any other matters to be included in a labor contract as stipulated by the laws and regulations.
According to the Social Insurance Law of the PRC (《中華人民共和國社會保險法》) (last amended and became effective on December 29, 2018), the Provisional Regulations for the Collection and Payment of Social Insurance Premiums (《社會保險費徵繳暫行條例》) (last amended and became effective on March 24, 2019), the Unemployment Insurance Regulations (《失業保險條例》) effective in 1999 and the Regulations on Work–related Injury Insurance (《工傷保險條例》) (last amended on December 20, 2010 and became effective on January 1, 2011), the state shall establish social security systems such as basic pension insurance, basic medical insurance, work injury insurance, unemployment insurance, family planning insurance, and more, to protect the rights of citizens for obtaining material assistance from the state and the society pursuant to the law in the circumstances of old age, illness, work injury, unemployment, family planning, and more. Employers must pay a number of social security funds for their employees, including basic endowment insurance, medical insurance, work injury insurance, unemployment insurance, family planning insurance. Employers which failed to complete social security registration shall be ordered by the social security administrative authorities to make correction within a stipulated period; where correction is not made within the stipulated period, the employer shall be subject to a fine ranging from one to three times the amount of the social security premiums payable, and the person(s)–in–charge who is/are directly accountable and other directly accountable personnel shall be subject to a fine ranging from RMB500 to RMB3,000.
Pursuant to Regulations on Management of Housing Provident Fund (《住房公積金管理條例》) (last amended and became effective on March 24, 2019), an employer shall go to the housing provident fund management center to undertake registration of payment and deposit of the housing provident fund and, upon verification by the housing provident fund management center, go to a commissioned bank to go through the formalities of opening housing provident fund accounts on behalf of its employees.
Where, in violation of the provisions of the Regulations, an employer fails to undertake payment and deposit registration of housing provident fund or fails to go through the formalities of opening housing provident fund accounts for its employees, the housing provident fund management center shall order it to go through the formalities within a prescribed time limit; where failing to do so at the expiration of the time limit, a fine of not less than RMB10,000 nor more than RMB50,000 shall be imposed.
Under relevant construction safety laws and regulations, including the PRC Work Safety Law (《中華人民共和國安全生產法》), which was promulgated by the SCNPC on June 29, 2002, amended on August 27, 2009, August 31, 2014, June 10, 2021 and became effective on September 1, 2021, producers and business operators shall establish, improve and implement the responsibility system for work safety of all employees of the entity, and strengthen the development of standards for work safety, increase the input and guarantee of funds, materials, technologies, and personnel in terms of work safety, improve the conditions for work safety. Producers and business operators shall provide their employees with education and training on work safety to ensure that the employees acquire the necessary knowledge about work safety, are familiar with the relevant rules for work safety and safe operating procedures, master the safety operating skills for the posts, understand the emergency handling measures for accidents and are aware of their rights and obligations in respect of work safety. No employee who fails to pass the examination after receiving education and training on work safety may be assigned to posts.
In February 2012, the SAFE promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Stock Incentive Plans of Offshore Listed Companies (《國家外匯管理局關於境內個人參與境外上市公司股權激勵計劃外匯管理有關問題的通知》), replacing the previous rules issued by the SAFE in March 2007. Under this notice and other relevant rules, PRC residents who participate in a stock incentive plan in an overseas listed company are required to register with the SAFE or its local branches and complete certain other procedures, subject to certain exceptions.
Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of the overseas listed company or another qualified entity selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of its participants. The participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests, and fund transfers. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent, or the overseas entrusted institution or other material changes. The PRC agents must, on behalf of the PRC residents who have the right to exercise the employee share options, apply to the SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with the PRC residents' exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in China opened by the PRC agent before distribution to such PRC residents. In addition, the SAFE Circular 37 provides that PRC residents who participate in a stock incentive plan of an overseas unlisted special purpose company may register with the SAFE or its local branches before exercising rights.
REGULATORY OVERVIEW LAWS AND REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS Copyright Pursuant to the Copyright Law of the PRC (《中華人民共和國著作權法》), promulgated on September 7, 1990, last amended on November 11, 2020 and became effective on June 1, 2021, works of PRC citizens, legal persons or other organizations shall, regardless of whether they have been published, be entitled to the copyright pursuant to this law. The rights a copyright owner has included but not limited to the following rights of the person and property rights: the right of publication, right of authorship, right of modification, right of integrity, right of reproduction, distribution right, rental right, right of information network dissemination, translation right and right of compilation. Under the Copyright Law, the term of protection for copyrighted software is 50 years.
The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks (《信息網絡傳播權保護條例》), which was last amended on January 30, 2013 and became effective on March 1, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and Internet service providers.
Trademarks Pursuant to the Trademark Law of the PRC (《中華人民共和國商標法》), promulgated on August 23, 1982, last amended on April 23, 2019 and became effective on November 1, 2019, and the Regulation on Implementation of Trademark Law of the PRC (《中華人民共和國商標法實施條例》), promulgated by the State Council on August 3, 2002, amended on April 29, 2014 and became effective on May 1, 2014, any trademark which is registered with the approval of the Trademark Office is a registered trademark, including commodity trademark, service trademark, collective trademark, certification trademark, and the trademark registrant has the exclusive right to use a registered trademark and such right is protected by law. A registered trademark is valid for a period of ten years commencing from the date on which the registration is approved. Use of a trademark that is identical with or similar to a registered trademark, for the same kind of or similar commodities, without authorization of the trademark registrant, constitutes infringement of the exclusive right to use a registered trademark.
Patents Pursuant to the Patent Law of the PRC (《中華人民共和國專利法》) (the "Patent Law"), promulgated on March 12, 1984, last amended on October 17, 2020 and became effective on June 1, 2021, and the Rules for the Implementation of Patent Law of the PRC (《中華人民共和國專利法實施細則》), last amended on December 11, 2023 and became effective on January 20, 2024, after the grant of the patent right for inventions and utility models, except otherwise regulated under the Patent Law, no entity or individual may, without the authorization of the patent owner, exploit such patent, that is no manufacture, use, offer to sell, – 202 –
sell or import the patented product, or use the patented process and use, offer to sell, sell or import products directly obtained from such patented process, for production or business purpose. After the patent right is granted for a design, no unit or individual shall, without the authorization of the patent owner, exploit such patent, that is to manufacture, offer to sell, sell, or import any product containing such patented design for production or business purposes. Where infringement has been established, the infringer shall, in accordance with the relevant regulations, be ordered to cease the infringement activities, take corrective actions, and compensate for losses.
根据工业和信息化部（MIIT）于2017年8月24日颁布、2017年11月1日起施行的《互联网域名管理办法》，域名注册通过依照相关规定设立的域名服务机构办理，申请人成功注册后即成为域名持有者。
Pursuant to the Measures for the Administration of Internet Domain Names (《互聯網域名管理辦法》) promulgated by the MIIT on August 24, 2017 and became effective on November 1, 2017, domain name registrations are handled through domain name service agencies established under relevant regulations, and the applicant becomes a domain name holder upon successful registration.
Pursuant to the Notice from the MIIT on Regulating the Use of Domain Names in Internet Information Services (《工業和信息化部關於規範互聯網信息服務使用域名的通知》), promulgated on November 27, 2017 and became effective on January 1, 2018, Internet access service providers shall verify the identity of each Internet information service provider, and shall not provide services to any Internet information service provider who fails to provide real identity information.
According to the PRC Anti–Unfair Competition Law (《中華人民共和國反不正當競爭法》), promulgated by the SCNPC in September 1993, as amended on November 4, 2017 and April 23, 2019 respectively, the term "trade secrets" refers to technical and business information that is unknown to the public, has utility, may create business interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders. Under the PRC Anti–Unfair Competition Law, business persons are prohibited from infringing others' trade secrets by: (i) obtaining the trade secrets from the legal owners or holders by any unfair methods such as theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (ii) disclosing, using or permitting others to use the trade secrets obtained illegally under item above; (iii) disclosing, using or permitting others to use the trade secrets, in violation of any contractual agreements or any requirements of the legal owners or holders to keep such trade secrets in confidence; or (iv) instigating, inducing or assisting others to violate confidentiality obligations or to violate a rights holder's requirements on keeping confidentiality of commercial secrets, so as to disclose, use or allow others to use the commercial secrets of the rights holder. If a third party knows or should have known of the above–mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the third party may be deemed to have committed a misappropriation of the others' trade secrets. The parties whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory authorities may stop any illegal activities and fine infringing parties.
On July 6, 2021, the Opinions on Lawfully and Strictly Cracking Down Illegal Securities Activities (《關於依法從嚴打擊證券違法活動的意見》) was promulgated, among which, it emphasizes the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China–based companies, and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China–based overseas–listed companies, and provided that the special provisions of the State Council on overseas offering and listing by those companies limited by shares will be revised and therefore the duties of domestic industry competent authorities and regulatory authorities will be clarified.
The CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) (the "Overseas Listing Trial Measures") and five relevant guidelines on February 17, 2023, which took effect on March 31, 2023. The Overseas Listing Trial Measures comprehensively reformed the regulatory regime for overseas offering and listing of PRC domestic companies' securities, either directly or indirectly, into a filing–based system. According to the Overseas Listing Trial Measures, the PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following applies: (i) such securities offering or listing is explicitly prohibited by provisions in PRC laws, administrative regulations or relevant state rules; (ii) the proposed securities offering or listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with laws; (iii) the domestic company intending to be listed or offer securities in overseas markets, or its controlling shareholder(s) and the actual controller, have committed crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to be listed or offer securities in overseas markets is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company's controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
Where an issuer submits an application for initial public offering to competent overseas regulators, filing application with the CSRC shall be submitted within three business days thereafter. Subsequent securities offering of an issuer in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within three business days after the offering is completed. Subsequent securities offering and listing of an issuer in other overseas markets shall be filed as initial public offering.
此外，发行人在境外市场发行并上市证券后，若发生以下任一重大事件，发行人应在事件发生并公开披露后三个工作日内向中国证监会提交报告：（i）控制权变更；（ii）境外证券监管机构或其他相关主管机关的调查或处罚；（iii）上市地位变更或上市板块转换；（iv）主动或被动退市。发行人在境外发行上市后，若主营业务发生重大变化，超出备案文件所载业务范围，应在变化发生后三个工作日内向中国证监会提交临时报告及境内律师事务所出具的相关法律意见书。
2023年2月24日，中国证监会及其他相关政府部门颁布了《关于加强境内企业境外发行证券和上市相关保密和档案管理工作的规定》（"《保密规定》"），并于2023年3月31日起施行。根据《保密规定》，境内企业向相关证券公司、证券服务机构、境外监管机构及其他单位和个人提供或公开披露，或通过其境外上市主体提供或公开披露涉及国家秘密和国家机关工作秘密的文件及材料的，应依法报经有审批权限的主管部门批准，并报同级保密行政管理部门备案。境内企业向证券公司、证券服务机构及境外监管机构等相关单位和个人提供会计档案或其复制件的，应依照国家有关规定履行相应手续。
2024年1月29日，最高人民法院颁布的《关于内地与香港特别行政区法院相互认可和执行民商事案件判决的安排》（"《新安排》"）正式生效。《新安排》将扩大中国内地与香港之间可相互执行判决的范围。根据原有安排，当事人须以书面协议形式约定选择管辖权，使所选法院对相关事项享有专属管辖权；而《新安排》规定，作出判决的法院可依据特定规则行使管辖权，无需当事人另行协议约定。
美国通过《出口管理条例》（"EAR"）维持一套出口管制限制体系，由美国商务部工业与安全局（"BIS"）负责管理。EAR所施加的限制声称在全球范围内适用，其适用情况因多种因素而有所不同，包括被出口、再出口或转让物项的性质、所涉国家和实体，以及受管制物项的预期最终用途。
• 特定非美国生产产品，该等产品系特定技术或软件的"直接产品"，或由本身是特定技术或软件直接产品的工厂或主要工厂组件所生产（统称为EAR的境外直接产品规则，即"FDPR"）。
2022年10月，BIS发布了一项临时最终规则（"BIS 2022年10月临时最终规则"），旨在限制中国获取先进计算集成电路、开发和维护超级计算机以及制造先进半导体的能力。2023年10月，BIS发布了另一项临时最终规则（"BIS 2023年10月临时最终规则"），对BIS 2022年10月临时最终规则所施加的美国出口管制进行了更新和扩展（BIS 2022年10月临时最终规则与BIS 2023年10月临时最终规则合称，连同BIS 2024年4月对BIS 2023年10月临时最终规则进行技术性修正和说明的临时最终规则，统称为"BIS 2022/23年临时最终规则"）。在其他措施中，BIS 2022/23年临时最终规则将特定先进高性能计算集成电路及含有上述集成电路的计算机商品列入商务管制清单（该清单为受EAR更严格管制的商品、软件和技术清单），并对相关事项施加新的或扩大的管制措施。
license requirements for items subject to the EAR destined for end-use in the development or production of supercomputers, certain types of advanced node integrated circuits and advanced, or semiconductor manufacturing equipment in, certain jurisdictions, including China.
In addition to the restrictions introduced by the BIS 2022/23 IFRs, BIS maintains lists of persons that are subject to enhanced export control restrictions. One such list, the Entity List, includes a list of foreign persons on which certain trade restrictions are imposed, including business, research institutions, government and private organizations, individuals and other types of legal persons. The United States in recent years has placed an increasing number of entities, including a number of entities in China, on the Entity List and other restricted or prohibited parties lists. Given the sudden and unpredictable nature of these determinations, it is difficult to predict developments in this area and we have no ability to influence such determinations.
As of the Latest Practicable Date, the restrictions imposed by the EAR, including the BIS 2022/23 IFRs, have not negatively impacted our operations or financial performance. Furthermore, for the reasons outlined in the paragraph below (but subject to the factors referenced therein), as of the Latest Practicable Date, our Directors are of the view that the restrictions imposed by the EAR have not and are not expected to impact our business activities or expansions plans.
We have evaluated the application of the EAR to our operations, with support from U.S. export control counsel. We understand, after consultations with U.S. export control counsel and taking into account their view, that because the semiconductors incorporated into our solutions are not produced in or exported from the United States, these semiconductor items would not be subject to U.S. export controls under the EAR when being exported, reexported, or transferred entirely outside the United States, except in limited circumstances that could trigger the EAR's de minimis rule or an FDPR:
• EAR's de minimis rule: As outlined in more detail above, under the de minimis rule, the EAR can apply to non-U.S.-made items that incorporate, are bundled with, or comingled with certain controlled U.S.-origin items above certain de minimis thresholds.
• FDPR: Under the FDPR, the EAR can apply to certain non-U.S. origin items that are the "direct product" of certain specified technology or software or produced by plants or major components of plants that are direct products of these specified technology or software.
The semiconductors incorporated into our solutions may fall within certain aspects of both the de minimis rule and the FDPR, but the resulting EAR restrictions potentially apply only if our solutions are being sold to Russia, Belarus, or the U.S.-sanctioned jurisdictions of Cuba, Iran, North Korea, Syria, and the Russian-occupied Crimea, Donetsk, and Luhansk regions of Ukraine or for certain prohibited end uses (such as supercomputing) or certain
prohibited end users. Because we do not sell our solutions incorporating our semiconductors to any of these countries or territories or to or for these prohibited end uses or end users, the EAR, including the BIS 2022/23 IFRs, have not negatively impacted our operations or financial performance as of the Latest Practicable Date.
As part of our management of the risks associated with our EAR compliance — specifically, the potential application of the EAR's de minimis rule to these non-U.S. produced semiconductors — we consider these rules in the design, manufacture, procurement and sales of these items to try to ensure that more restrictive application of the EAR's de minimis rule or the FDPR will not be applicable to any export, reexport, or transfer (in-country) of our solutions incorporating such semiconductors. However, because sanctions and export controls laws and regulations continue to expand and evolve, future sanctions and export controls may materially and adversely affect or target some of our significant suppliers or customers, raw materials or key components or technologies necessary for our operations, including the semiconductors incorporated in our solutions. If any of these risks were to materialize, our business could be adversely affected if we fail to promptly secure alternative sources of supply on terms acceptable to us. See "Risk Factors — Risks related to our business and industry — We are subject to the risks associated with sanctions and export controls laws and regulations, international trade policies, and developing domestic and foreign laws and regulations on smart vehicles and related technologies, and our business, financial condition and results of operations could be adversely affected" for further details.
Based on the reasons set forth above and the due diligence conducted by the Joint Sponsors, nothing has come to the attention of the Joint Sponsors that would reasonably cause the Joint Sponsors to disagree with the Directors' view as set out above in any material respects.
The U.S. government has recently increased regulatory scrutiny on Chinese technology in the U.S. automotive sector, citing national security and economic concerns. For example, on February 29, 2024, the U.S. Department of Commerce commenced a study on the risks that "connected vehicles" could pose to the United States and on March 1, 2024 published an advance notice proposed rulemaking ("ANPRM") that requested comments on issues related to inputs (including software and hardware) from certain countries, including China, to the U.S. information and communications technology and services supply chain for connected vehicles in the United States. Further to the ANPRM, on September 26, 2024, BIS published a proposed rule that would prohibit the importation into the United States of certain hardware related to vehicle connectivity systems ("VCS") from the People's Republic of China or Russia. The proposed rule would also prohibit the importation into or sale within the United States of completed connected vehicles that incorporate certain software related to VCS or automated driving systems and would prohibit manufacturers that are owned by, controlled by, or subject to the jurisdiction of China or Russia from selling in the United States completed connected vehicles that contain such VCS hardware or covered software. The prohibitions on VCS hardware and covered software would apply if such hardware or software is designed, developed, manufactured, or supplied by persons owned by, controlled by, or subject to the jurisdiction of China or Russia. The prohibitions would take effect in stages beginning with
2027年款车型必须符合相关规定，并于2030年款车型时全面实施。针对上述拟议规则的意见征询截止日期为2024年10月28日，最终规则预计将在综合考虑上述意见后予以发布。我们不向美国客户销售产品，也不向将我们产品整合至面向美国市场销售产品的客户销售，且无此意向。
鉴于我们在业绩记录期间内未曾向美国出口产品解决方案，也未曾向将此类产品整合至面向美国市场销售车辆的客户进行销售，我们的董事认为，上述拟议禁止向美国进口特定车辆的规则对我们的运营影响甚微。
2024年5月14日，美国贸易代表办公室宣布计划将适用于自中国进口电动车辆的关税税率由25%提升至100%，上述提高后的电动车辆进口关税税率预计于2024年生效。另外，自2024年8月21日起，欧盟委员会对自中国进口的电动车辆加征更高关税。上述新关税适用于整个欧盟范围，税率为17.0%至36.3%不等，具体税率取决于生产相关车辆的整车厂。上述新关税适用于电动车辆，而非我们所销售的高级驾驶辅助系统及自动驾驶解决方案；因此，上述美国及欧盟新关税不适用于我们的销售业务。
然而，上述关税可能对我们部分整车厂客户在欧洲的销售产生不利影响，并可能使我们的客户放弃开拓美国市场，若其因上述市场需求下降而削减产量，相关客户可能会减少对我们解决方案的采购。2021年、2022年、2023年及截至2024年6月30日止六个月，境外收入分别占我们总收入的2.6%、1.6%、1.3%及0.6%。就本公司所知，在业绩记录期间及直至最后实际可行日期，我们的整车厂客户均未将搭载我们解决方案的乘用车出口至美国或欧盟。截至最后实际可行日期，我们尚无拓展美国市场的计划。我们计划通过与全球整车厂及一级供应商建立合作关系，探索全球市场，尤其是日本、韩国及欧洲市场，以提升我们的国际影响力。目前，欧盟关税主要影响在中国制造并随后出口至欧盟的中国整车厂车辆。我们正在探索与全球整车厂及一级供应商开展业务合作的机会，若我们成功进入在欧盟境内生产产品的欧洲整车厂供应链，预计欧盟关税的影响将较为有限。此外，我们的中国整车厂客户可能选择在欧盟境内本地化生产车辆，我们认为，若我们的中国整车厂客户日后将搭载我们解决方案的乘用车出口至欧洲，上述举措亦将有助于减轻欧盟关税对我们业务的负面影响。截至最后实际可行日期，考虑到：(i) 我们的整车厂客户均未向美国出口车辆进行销售，且仅有少数在欧洲有销售业务的客户受到欧盟新关税的影响；(ii) 根据中国产业咨询的数据，受影响的整车厂客户在欧洲的销量相较于其总销量而言相对有限，且我们的整车厂客户在美国均无销售业务；(iii) 整车厂客户对我们解决方案的采购通常基于其整体需求，而非针对任何特定市场的需求，我们的董事认为，上述美国及欧盟新关税
have not had a material adverse impact on us, and based on currently available information, are unlikely to have a material adverse effect on our future business activities and expansion plans. Based on the reasons set forth above, nothing has come to the attention of the Joint Sponsors that would reasonably cause the Joint Sponsors to disagree with the Directors' view as set out above in any material respects.
As of the Latest Practicable Date, the U.S. tariff rates on passenger vehicles imported from China (excluding electric vehicles) are the standard 2.5%, which is the general dutiable rate applied to non-U.S. manufactured vehicles. While the U.S. tariff rates on China imported electric vehicles is expected to raise from the current 25% to 100% in 2024. As of the Latest Practicable Date, EU tariff rates on passenger vehicles imported from China are 10%, regardless of the specific vehicle type. The 10% rate is the standard import tariff the EU applies to imported automobiles. The new EU tariffs on imports of electric vehicles made in China from July 2024 are imposed in addition to such 10% standard tariff applied to imported vehicles.
Certain foreign jurisdictions, in particular the United States, the European Union and the United Kingdom, impose economic sanctions against countries and specific entities and individuals as part of their national security policies. These economic sanctions include those implemented by the U.S. Department of the Treasury's Office of Foreign Assets Control, or OFAC sanctions. In particular, in response to Russia's conflict with Ukraine, these jurisdictions have imposed far-reaching sanctions and export controls restrictions on Russia, many Russian entities and individuals, and entities in other countries that do business with Russia. As a result of these sanctions, sales to Russia, other business in Russia, and business with sanctioned entities or individuals are subject to heightened regulatory risks. These measures, as well as other economic and trade sanctions measures maintained by the United States, the European Union, and other jurisdictions, may prohibit or restrict our ability to conduct activities or dealings in or with certain targeted countries and territories or involving certain targeted persons, or otherwise affect our business. Although we take steps to comply with applicable laws and regulations, any failure by us to comply with applicable sanctions or export controls rules may expose us to negative legal, business and reputational consequences (including civil or criminal penalties), the loss of access to controlled technologies, and government investigations. Given that our current and planned sales do not involve sanctioned territories or entities and we maintain sanctions compliance policies and procedures, our Directors are of the view that current economic sanctions have not had a material adverse impact on our Company and are not expected to have a material adverse effect on our future business and expansion plans. Based on the reasons set forth above and the due diligence conducted by the Joint Sponsors, nothing has come to the attention of the Joint Sponsors that would reasonably cause the Joint Sponsors to disagree with the Directors' view as set out above in any material respects. However, the United States, the European Union, the United Kingdom or other jurisdictions could implement sanctions that restrict certain of our operations and adversely affect our business, results of operations, and financial condition, and these measures could materially and adversely affect our business and prospects.
Tracing back to 2015, our Group was founded by Dr. Yu, Dr. Huang and Ms. Tao together with a group of scientists and entrepreneurs. Since our establishment, we have successfully launched and delivered solutions providing the core technologies for assisted and autonomous driving to a large, global customer base of industry-leading OEMs and tier-one suppliers for vehicles manufactured in China. Over the years and along with several rounds of Pre-IPO Investments since 2015, we have also formed strategic partnerships with global industry giants, which further reinforced our position in the industry. After nearly a decade of development, we have become a leading provider of ADAS and AD solutions for passenger vehicles, empowered by our proprietary software and hardware technologies.
The following is a summary of our key business development milestones since the incorporation of our Company:
| Time | Milestone | |------|-----------| | 2015 | Our Company was incorporated in the Cayman Islands on July 21, 2015. | | 2016 | We launched the first-generation BPU (Brain Processing Unit). | | 2017 | We launched the first-generation processing hardware – Journey. | | 2020 | We launched the initial mass production of Horizon Mono with Journey 2 in the car model of a renowned automotive company. | | 2021 | We launched the initial mass production of Horizon Mono with Journey 3 in Li Auto's Li ONE. The delivery of processing hardware reached 1 million. | | 2022 | We launched the initial mass production of Horizon Pilot with Journey 3 in Roewe RX5. We launched the initial mass production of Horizon Pilot with Journey 5 in Li Auto's Li L8 Pro. | | 2023 | The delivery of processing hardware reached 4 million. We established our strategic cooperation with an affiliate of Volkswagen Group through CARIZON. |
| Time | Milestone | |------|-----------| | | We initiated collaboration with top OEMs on intent for mass-production of ADAS and AD solutions with Journey 6 at Guangzhou International Automobile Exhibition. | | 2024 | The delivery of processing hardware reached 5 million. |
Set forth below are details for each of our major subsidiaries which made a material contribution to our results of operations during the Track Record Period. All of them were wholly-owned by our Company as of the Latest Practicable Date.
| Name of Subsidiary | Date of Establishment | Principal Business | |---|---|---| | Horizon Shenzhen | July 2, 2015 | Sales of software products and provision of related services | | Beijing Horizon Robotics | July 14, 2015 | Sales of software products and provision of related services | | Horizon Hong Kong | August 6, 2015 | Investment holding company | | Horizon Information | December 28, 2015 | Development of software products and provision of related services | | Horizon Anting | March 24, 2017 | Development of software products and provision of related services | | Horizon Technology | March 30, 2017 | Development of software products and provision of related services | | Horizon Shanghai | March 26, 2018 | Research and development |
For shareholding changes of our major subsidiaries with respect to the Reorganization and during the two years immediately preceding the date of this Prospectus, please refer to "— Reorganization" in this section and "Statutory and General Information — A. Further Information about Our Group — 3. Changes in the Share Capital of Our Subsidiaries" in Appendix IV to this Prospectus, respectively. Save as disclosed above and several increases of share capital in Horizon Shenzhen, Horizon Technology and Horizon Shanghai by our Company, there were no shareholding changes in our major subsidiaries during the Track Record Period and up to the Latest Practicable Date.
On November 20, 2023, CARIZON was established in the PRC with limited liability as one of our joint ventures. CARIZON is primarily engaged in the business of research and development, manufacture of autonomous driving application software and self-driving systems, and it also provides aftersales services, training, consulting, testing and technical services of its products. For details, please refer to the section headed "Business — Our Partnership with Volkswagen Group — CARIZON — Our Joint Venture with Volkswagen Group" below.
Our Company was incorporated as an exempted company with limited liability in the Cayman Islands on July 21, 2015, with an authorized share capital of US$50,000.00 divided into 500,000,000 Shares with a par value of US$0.0001 each.
We adopted the WVR structure in October 2015 with each Class A Ordinary Share entitling the holder to exercise ten votes and each Class B Ordinary Share and Preferred Shares entitling the holder to exercise one vote on any resolutions tabled at our Company's general meetings. Dr. Yu held 59,400,000 Class A Ordinary Shares through his then controlled entity, 10,100,000 and 3,375,000 Class A Ordinary Shares of which were subsequently transferred to the controlled entities of Dr. Huang and Ms. Tao, respectively, in early 2016. Upon completion of the aforesaid share transfers, Dr. Yu, Dr. Huang and Ms. Tao were beneficially interested in the share capital of the Company as to approximately 50.19%, 11.04% and 3.69%, respectively, representing the voting rights of the Company as to 65.70%, 14.45% and 4.83% on matters subject to the vote at general meetings of the Company, respectively.
After a series of share transfers, subdivisions, repurchases and reclassification, as of January 1, 2021, our authorized share capital was US$50,000.00 divided into 20,000,000,000 Shares with a par value of US$0.0000025 each. Dr. Yu, Dr. Huang and Ms. Tao were beneficially interested in the share capital of the Company as to approximately 22.78%, 4.97% and 1.65%, respectively, representing the voting rights of the Company as to approximately 62.25%, 13.58% and 4.51% on matters subject to the vote at general meetings of the Company, respectively.
Through their then controlled entities and during the Track Record Period, Dr. Yu transferred 40,000,000 Class A Ordinary Shares to Ms. Tao in 2021 and Dr. Yu, Dr. Huang and Ms. Tao also transferred a total of 38,442,999, 4,492,151 and 1,715,013 Class B Ordinary Shares, respectively, to our Pre-IPO Investors. As of the Latest Practicable Date, Dr. Yu, Dr. Huang and Ms. Tao were beneficially interested in the share capital of the Company as to 14.85%, 3.35% and 1.45%, respectively, representing the voting rights of the Company as to 53.46%, 12.05% and 5.23% on matters subject to the vote at general meetings of the Company, respectively.
For estate planning purpose, in March 2024, all the Shares controlled by Dr. Yu, Dr. Huang and Ms. Tao were transferred to Everest Robotics Limited, String Theory Robotics Limited and HOPE Robotics Holdings Inc., respectively, all being shareholding vehicles under the family trusts of Dr. Yu, Dr. Huang and Ms. Tao. For details, see note 1 to note 3 in "— Capitalization" in this section.
Starting from September 2015, we conducted several rounds of pre-IPO financing and all share transfers among Pre-IPO Investors were completed on May 10, 2024. For details, please refer to "— Pre-IPO Investments" in this section. In addition, please see "Statutory and General Information — A. Further Information about our Group — 2. Changes in the Share Capital of our Company" in Appendix IV to this Prospectus for details of changes in the share capital of our Company during the two years immediately preceding the date of this Prospectus.
On October 8, 2024, our Shareholders resolved that, among others, subject to the Global Offering becoming unconditional and other than Class A Ordinary Shares held by the controlled entities of Dr. Yu and Dr. Huang, all of the other Class A Ordinary Shares and all of the Preferred Shares are reclassified and re-designated as Class B Ordinary Shares. Each Class A Ordinary Shares entitles the holder to exercise ten votes, and each Class B Ordinary Share entitles the holder to exercise one vote, respectively, on any matters subject to the vote at general meetings of the Company, subject to Rule 8A.24 of the Listing Rules that requires the Reserved Matters to be voted on a one vote per share basis. For details, please see "Statutory and General Information — A. Further Information about our Group — 4. Resolutions of our Shareholders" in Appendix IV to this Prospectus.
Considering our offshore corporate structure established in 2015, Beijing Horizon Robotics, Horizon Shanghai, Nanjing Qingdihui and Nanjing Development were controlled by the Company through contractual arrangements before we commenced the Reorganization in January 2021 to allow for more flexibility in potential business expansion, including such business with PRC restrictions on foreign ownership. The following diagram illustrates our shareholding structure before the Reorganization:
denotes legal and beneficial ownership denotes contractual arrangements for subsidiaries with substantive operation
Horizon Shanghai was controlled by Horizon Information through contractual arrangements under which Horizon Shanghai was held as to 50% by Dr. Yu, 45% by Dr. Huang and 5% by Beijing Horizon Robotics, all of which were registered shareholders of Horizon Information in Horizon Shanghai.
Nanjing Development was controlled by Horizon Technology through contractual arrangements under which Nanjing Development was held as to approximately 61.11% by Nanjing Qingdihui, approximately 22.22% by Nanjing Xingang Industrial Innovation Research Institution Co., Ltd. (南京新港產業創新研究院有限公司, "Nanjing Xingang") and approximately 16.67% by Horizon Nanjing. Nanjing Qingdihui, one of our then consolidated affiliated entities, and Horizon Nanjing, one of our subsidiaries, are registered shareholders of Horizon Technology in Nanjing Development while Nanjing Xingang was the beneficial owner of its shares in Nanjing Development.
Nanjing Qingdihui was controlled by Horizon Technology through contractual arrangements under which Nanjing Qingdihui was held as to approximately 24.19% by Dr. Yu, approximately 24.18% by Ms. Tao, approximately 24.18% by Dr. Jing Lu (盧晶), an Independent Third Party, approximately 24.17% by Dr. Huang and approximately 3.28% by Dr. Bo Zhang (張鈸), an Independent Third Party. Dr. Yu, Ms. Tao and Dr. Jing Lu were registered shareholders of Horizon Technology in Nanjing Development while Dr. Bo Zhang was the beneficial owner of his shares in Nanjing Qingdihui.
Having evaluated the Group's latest business plan, particularly on restricted business, and considered the benefits of the direct equity ownership under applicable laws and regulations in preparation of a listing in Hong Kong, we conducted the following major steps for the Reorganization during the Track Record Period:
In December 2021, Ms. Tao and Mr. Ming Yang (楊銘) transferred all of their equity interests in Beijing Horizon Robotics to Bright Sapphire Limited, an Independent Third Party, at a consideration of RMB1.05 million and RMB45,000, respectively, based on the then paid-up registered capital of Beijing Horizon Robotics, which were fully paid up in February 2022. After the completion of the aforementioned share transfers, Beijing Horizon Robotics was held by Dr. Yu, Dr. Huang and Bright Sapphire Limited as to approximately 80.55%, 14.25% and 5.20%, respectively.
In January 2022, Dr. Yu, Dr. Huang and Bright Sapphire Limited transferred all of their equity interests in Beijing Horizon Robotics to Horizon Information based on the then paid-up registered capital of Beijing Horizon Robotics, which were fully paid up in February 2022. After the completion of the aforementioned share transfers, Beijing Horizon Robotics was wholly-owned by Horizon Information and the contractual arrangements among Beijing Horizon Robotics, its registered shareholders before the Reorganization and Horizon Information, were terminated in January 2022.
In March 2021, Dr. Yu and Ms. Tao transferred all of their equity interests in Horizon Shanghai to Beijing Horizon Robotics, at a consideration of RMB40 million and RMB36 million, respectively, based on the then paid-up registered capital of Horizon Shanghai, which were fully paid up. After the completion of the aforementioned share transfers, Horizon Shanghai was wholly-owned by Beijing Horizon Robotics and the contractual arrangements among Horizon Shanghai, its registered shareholders before the Reorganization and Horizon Information, were terminated in April 2021.
In May 2021, Horizon Technology, Nanjing Development and Horizon Nanjing entered into the termination agreement with respect to their contractual arrangements. After the termination, Nanjing Development was held as to approximately 61.11% by Nanjing Qingdihui, approximately 22.22% by Nanjing Xingang and approximately 16.67% by Nanjing Robotics.
In January 2021, Dr. Yu, Dr. Huang, Ms. Tao, and Dr. Jing Lu (盧晶), an Independent Third Party, transferred all of their equity interests in Nanjing Qingdihui to Beijing Horizon Robotics, at a consideration of RMB3.9907 million, RMB3.9887 million, RMB3.9897 million and RMB3.9897 million, respectively, based on the then paid-up registered capital of Nanjing Qingdihui, which were fully paid up in February 2021. After the completion of the aforementioned share transfers, Nanjing Qingdihui was owned by Beijing Horizon Robotics as to 96.72% and Dr. Bo Zhang (張鈸), an Independent Third Party, as to 3.28%, and the contractual arrangements among Nanjing Qingdihui, its registered shareholders before the Reorganization and Beijing Horizon Robotics, were terminated in May 2021.
After completion of above equity transfers and termination of relevant contractual arrangements, equity interests of our Company in Beijing Horizon Robotics, Horizon Shanghai, Nanjing Development and Nanjing Qingdihui were indirectly held by our Company. Our PRC Legal Adviser has confirmed that all the equity transfers of our PRC subsidiaries as described above have been legally completed, and our Group has obtained all necessary regulatory approvals and permits and completed all necessary filings in respect of such transfers that our Group had to obtain from PRC regulatory authorities.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE ACQUISITION, MERGER AND DISPOSAL Throughout the Track Record Period and up to the Latest Practicable Date, we did not conduct any material acquisitions, mergers or disposals.
THE 2018 SHARE INCENTIVE PLAN To attract, retain and incentivize selected employees, directors, and consultants of the Company and to further promote the success of the Company's business, we adopted the 2018 Share Incentive Plan. As of the date of this Prospectus, awards (including vested and unvested options and share awards) representing an aggregate of 1,444,950,216 Class B Ordinary Shares were granted. All Class B Ordinary Shares granted under the 2018 Share Incentive Plan have been issued to our employee shareholding platforms, namely Pirates Gold Holding Limited, Pirates Silver Holding Limited and Pirates Bronze Holding Limited. Pirates Gold Holding Limited is held by The Pirates Trust with Trident Trust Company (HK) Limited, an independent professional trust company, as its trustee and the Company as its settlor. Beneficiaries of The Pirates Trust include certain Directors. Pirates Silver Holding Limited and Pirates Bronze Holding Limited are held by Pirates X Trust with GIL Trust Limited, an independent professional trust company, as its trustee and the Company as its settlor. All beneficiaries of Pirates X Trust are our employees who are Independent Third Parties. No awards will be granted upon and after Listing. For details, please see "Statutory and General Information — D. Share Incentive Plans — 1. 2018 Share Incentive Plan" in Appendix IV to this Prospectus.
We have received several rounds of Pre-IPO Investments since our incorporation, which are summarized as below.
| Round | Date of initial share purchase agreement | Date of the last payment of considerations | Total number of Shares issued | Cost per Share(1) | Total funds raised | Approximate post-money valuation(3) | Discount to the Offer Price(2) | |---|---|---|---|---|---|---|---| | 1. Series Seed-1 | September 18, 2015 | November 7, 2015 | 820,000,000 | US$0.01530625 | US$12,551,125 | US$60,000,000 | 96.92% | | 2. Series Seed-2 | September 18, 2015 | October 27, 2015 | 80,000,000 | US$0.030000 | US$2,400,000 | US$121,212,121 | 93.96% | | 3. Series A | May 17, 2016 | June 15, 2016 | 614,300,320 | US$0.06397875 | US$39,493,750 | US$297,993,750 | 87.13% | | 4. Series A1 | September 7, 2017 | December 4, 2020 | 547,100,600 | US$0.0917825 | US$50,214,253 | US$500,214,253 | 81.53% | | 5. Series A3 | November 28, 2017 | October 31, 2018 | 404,327,650 | US$0.10092 | US$40,804,747 | US$590,804,747 | 79.69% | | 6. Series A5 | December 18, 2017 | December 19, 2017 | 97,570,490 | US$0.10249 | US$10,000,000 | US$610,000,000 | 79.38% | | 7. Series B1 | July 30, 2018 | September 11, 2020 | 1,244,898,062 | US$0.25202 | US$313,739,202 | US$1,813,739,202 | 49.29% | | 8. Series B2 | September 17, 2018 | May 11, 2020 | 247,532,056 | US$0.30243 | US$74,861,112 | US$2,188,600,314 | 39.15% | | 9. Series B3 | November 30, 2018 | May 11, 2020 | 105,904,158 | US$0.3777 | US$40,000,000 | US$2,840,000,000 | 24.00% | | 10. Series C | October 29, 2020 | July 25, 2022 | 3,353,574,611 | US$0.4677 | US$1,568,459,999 | US$5,068,459,999 | 5.89% | | 11. Series D | November 17, 2022 | December 28, 2023 | 283,197,279 | US$0.7415 | US$210,000,000 | US$8,710,000,000 | — |
Notes: (1) As adjusted to reflect subsequent share subdivisions. (2) The discount to the Offer Price is calculated based on the assumption that the Offer Price is HK$3.86 per Share, being the mid-point of the indicative Offer Price range and the exchange rates as disclosed in the section headed "Information about this Prospectus and the Global Offering — Exchange Rate Conversion". (3) From 2016 to 2020, 307,121,360 Class B Ordinary Shares were issued to our Pre-IPO Investors at considerations as agreed between the Company and the relevant Pre-IPO Investors based on arms' length negotiations. As of the Latest Practicable Date, 263,717,320 Class B Ordinary Shares were repurchased by the Company. The series A2 preferred shares, series A4 preferred shares and series B4 preferred shares were issued to the relevant Pre-IPO Investors between 2017 and 2018 pursuant to the relevant investment agreements, which were converted to series A1 preferred shares, series A3 preferred shares and series B3 preferred shares, respectively, before the Track Record Period.
| | | |---|---| | Total amount of consideration from the Pre-IPO Investments: | US$2,362,524,188 | | Basis of determining the consideration paid: | The consideration for the Pre-IPO Investments were determined based on arms' length negotiations between our Company and the Pre-IPO Investors after taking into consideration the timing of the investments and the status of our business. | | Use of proceeds from the Pre-IPO Investments: | All of the proceeds from the Pre-IPO Investments were utilized for the development and operation of our business. As of the Latest Practicable Date, approximately 75% of the funds raised from the Pre-IPO Investments had been utilized. | | Lock-up requirement: | |
Sophisticated investors (including 5Y Capital and Hillhouse) (which satisfy the criteria in Chapter 2.2 of the Guide for New Listing Applicants) are expected to retain at least an aggregate of 50% of their investment at the time of Listing for a period of at least six months following the Listing, in accordance with paragraph 6 under Chapter 2.2 of the Guide for New Listing Applicants. The WVR Beneficiaries and certain of our Pre-IPO Investors, in aggregate holding a total of approximately 22% in the issued share capital of the Company as of the date of this Prospectus, have undertaken to our Company to retain all of their beneficial interests in the Company for at least 12 months following the Listing, subject to certain customary conditions. For details of lock-up arrangements in respect of all of our Pre-IPO Investors, please refer to the subsection headed "Underwriting — Lock-up Arrangements — Undertakings by all of our Shareholders as of the date of this Prospectus pursuant to Lock-up Undertakings".
At the time of the Pre-IPO Investments, our Directors were of the view that our Company would benefit from the additional capital provided by the Pre-IPO Investors' investments in our Company and their industry experience.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE Special Rights of Pre-IPO Investors The Pre-IPO Investors have been granted certain special rights in relation to our Company, including but not limited to redemption rights, information rights, registration rights, rights of first refusal and director appointment rights. The redemption rights have been suspended immediately prior to the first filing of the listing application and all other special rights will be terminated upon Listing. Convertible Loan Pursuant to a convertible loan agreement dated November 17, 2022, CARIAD Estonia AS ("CARIAD") as lender agreed to provide the loan in the amount of US$800,000,000 to the Company. On October 11, 2024, an amendment agreement (together with the original convertible loan agreement, the "Convertible Loan Agreement") was entered into between the Company and CARIAD to amend the arrangement with respect to the conversion mechanism of the convertible loan (among others). Terms in the amendment agreement superseded the convertible loan agreement dated November 17, 2022. Based on the indicative Offer Price range, a summary of the principal terms and conditions of the Convertible Loan Agreement are set out below: Date of agreement:
The consideration represents 86.5% of the principal amount, which was determined based on arms' length negotiations between the Company and CARIAD.
The interest shall accrue on the outstanding principal amount which shall be calculated on and from December 7, 2023 at a annual rate of interest equal to (i) 2.67% per annum for the period starting on December 7, 2023 and ending on December 7, 2025, and (ii) 5.67% per annum for the period starting on December 7, 2025 and ending on the date of conversion or repayment (as applicable) of the loan in accordance with the Convertible Loan Agreement. Interest shall accrue and be computed daily on the basis of a year of 365 days for the actual number of days elapsed from and including December 7, 2023 to the maturity date. The interest shall become due on the maturity date.
December 7, 2026, unless extended pursuant to the terms and conditions of the Convertible Loan Agreement.
Upon maturity of the loan, all of the principal amount and accrued interest (the "Accrued Amount") shall be repaid in full by way of (i) automatic and mandatory conversion into Class B Ordinary Shares at the final Offer Price, subject to a 9.9% shareholding threshold of CARIAD in the Company's then issued share capital, and (ii) cash, if there is any remaining Accrued Amount after conversion of the loan. The aforementioned 9.9% shareholding threshold can be removed only if agreed by the Company and CARIAD. The Company will comply with relevant requirements under the Listing Rules, including but not limited to public float requirement under Rule 8.08 of the Listing Rules, at the time of conversion.
HISTORY, REORGANIZATION AND CORPORATE STRUCTURE We set forth below details of the conversion mechanism based on the low-end, mid-point and high-end of the indicative Offer Price range taking into account the 9.9% shareholding threshold:
| Offer Price | Number of Class B Ordinary Shares to be issued to CARIAD | Total beneficial interests of CARIAD in the Company upon conversion | Total voting rights of CARIAD in the Company upon conversion(1) | Accrued Amount to be repaid by conversion | Remaining Accrued Amount payable in cash | |---|---|---|---|---|---| | Low-end HK$3.73 | 1,132,347,445 | 9.90% | 4.21% | US$544 million | US$483 million | | Mid-point HK$3.86 | 1,132,347,445 | 9.90% | 4.21% | US$563 million | US$464 million | | High-end HK$3.99 | 1,132,347,445 | 9.90% | 4.21% | US$582 million | US$445 million |
On the basis that each Class B Ordinary Share entitles the Shareholder to one vote per Share and each Class A Ordinary Share entitles the Shareholder to ten votes per Share.
We set forth below details of the conversion mechanism based on the low-end, mid-point and high-end of the indicative Offer Price range without taking into account the 9.9% shareholding threshold:
| Offer Price | Number of Class B Ordinary Shares to be issued to CARIAD | |---|---| | Low-end HK$3.73 | 2,138,206,806 | | Mid-point HK$3.86 | 2,066,194,660 | | High-end HK$3.99 | 1,998,875,035 |
Total beneficial Total voting interests of rights of CARIAD in CARIAD the in the Company Company Accrued Amount to be repaid upon upon (1) by conversion conversion conversion 15.87% 15.47% 15.09%
以每股B类普通股赋予股东每股一票表决权，每股A类普通股赋予股东每股十票表决权为基础。
CARIAD有权要求本公司赎回可转换贷款协议项下的未偿还本金或其任何部分，连同所有已计提但未支付的利息，赎回事件为可转换贷款协议项下的惯常违约事件，包括但不限于本公司对陈述与保证的重大违反、本公司破产或资不抵债，以及未履行付款义务或交付股份。
可转换贷款协议项下的所有所得款项将用于本集团基于处理算法的处理硬件研发与制造、相关软硬件研发及云服务提供的业务运营、资本支出及一般营运资金需求，并须符合可转换贷款协议项下的贷款所得款项使用计划。截至最后实际可行日期，可转换贷款协议项下所得款项的使用比例低于5%。
本公司董事认为，本公司可从可转换贷款协议项下的额外资本中获益。此外，本公司将受益于CARIAD的专业知识与承诺，该贷款亦体现了其对本集团运营及合作的信心。
CARIAD的特殊权利 授予CARIAD的特殊权利主要包括惯常的限制性条款及知情权。根据可转换贷款协议授予CARIAD的所有特殊权利将于上市时终止。
投票安排 2024年5月24日，余博士向CARIAD签署了一份承诺契据，据此他不可撤销地承诺：若在上市后的任何时间，且在本公司于联交所上市期间，(i) CARIAD依据公司章程，单独或与任何其他股东共同提名候选人参加董事选举，或该候选人在本公司股东大会上提出连任董事（"CARIAD提名人"），或(ii) André Stoffels博士（连同CARIAD提名人，统称"CARIAD董事"）在本公司股东大会上提出连任董事，余博士将以股东身份，在适用法律法规（包括上市规则）及公司组织章程文件许可的范围内，就本公司股东大会（或该会议的任何续会）上提出的任命或重选该CARIAD董事为董事的任何决议案投票赞成，委任代理人投票赞成，及/或促使登记持有人或受托人（视情况而定）采取必要行动，就余博士本人持有、其受控法人持有，以及余博士（作为委托人）为余博士及其家人利益不时设立的任何家族信托的受托人所持有的全部股份投票赞成，但须满足以下条件：(a) 该CARIAD董事符合适用法律法规及公司组织章程文件规定的本公司董事资格及经验要求，且(b) 该股东大会结束后，其他董事中没有人同时担任CARIAD董事。
该承诺契据的有效期为：CARIAD及/或其关联方(a) 持有本公司不时已发行股份总数的不少于3%，或(b) 仍为CARIZON的股东，且本公司直接及/或间接持有CARIZON不时已发行股份总数的不少于25%。
承诺契据中的任何内容均不构成，且余博士与CARIAD亦非就本公司而言根据《收购守则》的目的共同行事。
联席保荐人的确认 根据本公司就上市前投资提供的文件，基于以下前提：(i) 上市日期（即股份在联交所开始买卖的首日）将于上市前投资完成后不早于120个清晰日期发生；(ii) 授予上市前投资者的赎回权已于本公司向联交所首次提交上市申请前暂停；以及(iii) 授予上市前投资者的所有特殊权利将于上市时终止，联席保荐人确认，上市前投资符合联交所发布的《新上市申请人指引》第4.2章的规定。
海盗信托的受益人包括若干董事，而海盗信托的受托人Trident Trust Company (HK) Limited构成本公司董事的紧密联系人。因此，本公司员工持股平台之一Pirates Gold Holding Limited所持B类普通股将不计入公众持股量；以及
晨兴中国TMT基金IV, L.P.及晨兴中国TMT基金IV联合投资, L.P.由其普通合伙人晨兴中国TMT GP IV, L.P.控制。晨兴中国TMT GP IV, L.P.由其普通合伙人TMT General Partner Ltd.控制。本公司非执行董事刘芹先生有权在TMT General Partner Ltd.股东大会上行使或控制行使该公司全部已发行股份三分之一的投票权。Evolution Special Opportunity Fund I, L.P.、Evolution Fund I Co-investment, L.P.、5Y Capital Growth Fund I, L.P.及5Y Capital Growth Fund I Co-Investment, L.P.各由其普通合伙人5Y Capital GP Limited控制。刘芹先生有权在5Y Capital GP Limited股东大会上行使或控制行使该公司全部已发行股份二分之一的投票权。因此，晨兴中国TMT基金IV, L.P.、晨兴中国TMT基金IV联合投资, L.P.、Evolution Special Opportunity Fund I, L.P.、Evolution Fund I Co-Investment, L.P.、5Y Capital Growth Fund I, L.P.及5Y Capital Growth Fund I Co-Investment, L.P.各将构成刘芹先生的紧密联系人及上市规则所定义的核心关联人士，其所持有的B类普通股将不计入公众持股量。
Morningside China TMT Fund IV, L.P. and Morningside China TMT Fund IV Co-Investment, L.P. are controlled by their general partner, Morningside China TMT GP IV, L.P.. Morningside China TMT GP IV, L.P. is controlled by its general partner, TMT General Partner Ltd.. Mr. Qin Liu, our non-executive Director, is entitled to exercise or control the exercise of one-third of the voting power of all issued shares in TMT General Partner Ltd. at its general meeting. Each of Evolution Special Opportunity Fund I, L.P., Evolution Fund I Co-investment, L.P., 5Y Capital Growth Fund I, L.P. and 5Y Capital Growth Fund I Co-Investment, L.P. are controlled by their general partner 5Y Capital GP Limited. Mr. Qin Liu is entitled to exercise or control the exercise of one-half of the voting power of all issued shares in 5Y Capital GP Limited at its general meeting. Therefore, each of Morningside China TMT Fund IV, L.P., Morningside China TMT Fund IV Co-Investment, L.P., Evolution Special Opportunity Fund I, L.P., Evolution Fund I Co-Investment, L.P., 5Y Capital Growth Fund I, L.P. and 5Y Capital Growth Fund I Co-Investment, L.P. will be a close associate of Mr. Qin Liu and a core connected person as defined under the Listing Rules, the Class B Ordinary Shares to be held by which will not be counted towards the public float.
除上文所披露者外，全球发售完成后（假设超额配股权未获行使），所有其他股东将计入公众持股量，约占本公司已发行股本的73.23%。
Save as disclosed above, upon the completion of the Global Offering, assuming the Over-allotment Option is not exercised, all other Shareholders will be counted towards the public float, representing approximately 73.23% of the issued share capital of the Company.
以下载列本公司各主要IPO前投资者的详细资料。据本公司所知，除下文所披露者外，本公司所有主要IPO前投资者于上市时均为独立第三方。
Set forth below are details for each of our major Pre-IPO Investors. To the best knowledge of our Company and save as disclosed below, all of our major Pre-IPO Investors are Independent Third Parties upon Listing.
SAIC QIJUN I Holdings Limited是一家在英属维尔京群岛注册成立的有限责任公司，由上海頎盟企业管理合伙企业（有限合伙）全资拥有。上海頎盟企业管理合伙企业（有限合伙）约0.05%的权益由其普通合伙人上海尚頎投资管理合伙企业（有限合伙）（"尚頎资本"）持有，尚頎资本最终由独立第三方馮戟控制；约99.95%的权益由其有限合伙人上汽（常州）创新发展投资基金有限公司持有，该公司最终由上海汽车集团股份有限公司（"上汽集团"）控制。上汽集团是在中国境内注册成立的股份有限公司，其股份于上海证券交易所上市交易（股票代码：600104.SH）。上汽集团是中国领先的汽车集团，主要从事汽车及汽车零部件的研发、制造和销售，以及汽车金融业务和移动出行服务。
SAIC QIJUN I Holdings Limited is a limited liability incorporated in the British Virgin Islands and is wholly-owned by Shanghai Qimeng Management Partnership (Limited Partnership) (上海頎盟企業管理合夥企業(有限合夥)). Shanghai Qimeng Management Partnership (Limited Partnership) is owned as to approximately 0.05% by its general partner Shangqi Capital (上海尚頎投資管理合夥企業(有限合夥)), which is ultimately controlled by Ji Feng (馮戟), an Independent Third Party, and approximately 99.95% by its limited partner SAIC (Changzhou) Innovation and Development Investment Fund Co., Ltd. (上汽(常州)創新發展投資基金有限公司), which is ultimately controlled by SAIC Motor Corporation Limited (上海汽車集團股份有限公司) ("SAIC Motor"), a joint stock limited company incorporated in the PRC whose shares are listed and traded on the Shanghai Stock Exchange (stock code: 600104.SH). SAIC Motor is a leading automobile group in the PRC which is principally engaged in the research and development, manufacture and sale of automobiles and automobile components, automobile finance business and the provision of mobility service.
Morningside China TMT Fund IV, L.P.、Morningside China TMT Fund IV Co-Investment, L.P.、Evolution Special Opportunity Fund I, L.P.、Evolution Fund I Co-Investment, L.P.、5Y Capital Growth Fund I, L.P. 及 5Y Capital Growth Fund I Co-Investment, L.P. 各自均为5Y Capital的投资实体，均为在开曼群岛成立的豁免有限合伙企业。Morningside China TMT Fund IV, L.P. 及 Morningside China TMT Fund IV Co-Investment, L.P. 由其普通合伙人 Morningside China TMT GP IV, L.P. 控制。Morningside China TMT GP IV, L.P. 由其普通合伙人 TMT General Partner Ltd. 控制。刘芹（Qin Liu）、石建明（Jianming Shi）及 Morningside Venture (VII) Investments Limited 各自有权行使或控制行使 TMT General Partner Ltd. 股东大会上全部已发行股份三分之一的投票权。Morningside Venture (VII) Investments Limited 由 Landmark Trust Switzerland SA 以受托人身份间接全资拥有，该受托人为陈郑静芬女士（Mdm. Tan Ching Fen Chan）为其家族部分成员及其他慈善目的所设立的全权信托的受托人。Evolution Special Opportunity Fund I, L.P.、Evolution Fund I Co-investment, L.P.、5Y Capital Growth Fund I, L.P. 及 5Y Capital Growth Fund I Co-Investment, L.P. 各自均由其普通合伙人 5Y Capital GP Limited 控制。刘芹（Qin Liu）及石建明（Jianming Shi）各自有权行使或控制行使 5Y Capital GP Limited 股东大会上全部已发行股份二分之一的投票权。5Y Capital 是一家专注于推动科技、生命科学及消费创新领域优秀企业成长的风险投资公司。5Y Capital 始终致力于成为顶尖创业者最重要、最持久、最具影响力的投资方。除本公司外，5Y Capital 还投资了其他科技公司，包括小米集团（股票代码：1810.HK）、快手科技（股票代码：1024.HK）、小鹏汽车（XPeng Inc.，股票代码：9868.HK）及金山办公（Kingsoft Office，股票代码：688111.SH）等。刘芹（Qin Liu）为本公司非执行董事之一。
HRRB Holdings Limited 是一家在英属维尔京群岛注册成立的豁免公司，其所有权由 Hillhouse Fund II, L.P. 控制，该基金由高瓴投资管理有限公司（Hillhouse Investment Management, Ltd.，"高瓴投资"）管理和控制，高瓴投资为一家依据开曼群岛法律注册成立的豁免公司。高瓴投资成立于2005年，致力于长期投资于高质量企业。凭借近二十年的投资经验，高瓴与行业领先企业携手合作，致力于与医疗健康、企业服务、消费及工业领域具有可持续发展前景的前瞻性公司建立长期联盟。高瓴是一个多元化另类投资平台，策略涵盖股权、信贷及实物资产。该公司为全球机构管理资本，包括非营利基金会、捐赠基金及养老基金。
HSG Venture V Holdco I, Ltd. 及 HSG Growth VI Holdco E, Ltd. 均为在开曼群岛注册成立的有限责任豁免公司。HSG Venture V Holdco I, Ltd. 是 HongShan Capital Venture Fund V, L.P. 的全资子公司。HongShan Capital Venture Fund V, L.P. 的普通合伙人为 HSG Venture V Management, L.P.。HSG Growth VI Holdco E, Ltd. 是 HongShan Capital Growth Fund VI, L.P. 的全资子公司。HongShan Capital Growth Fund VI, L.P. 的普通合伙人为 HSG Growth VI Management L.P.。HSG Venture V Management, L.P. 及 HSG Growth VI Management L.P. 的普通合伙人为 HSG Holding Limited，该公司为 SNP China Enterprises Limited 的全资子公司。沈南鹏（Neil Nanpeng Shen）为独立第三方，是 SNP China Enterprises Limited 的唯一股东。HongShan Capital Venture Fund V, L.P. 及 HongShan Capital Growth Fund VI, L.P. 均为投资基金，其主要目的为对非上市公司进行股权投资。截至2024年3月31日，HSG Venture V Holdco I, Ltd. 及 HSG Growth VI Holdco E, Ltd. 的管理资产规模分别为2.95亿美元及17.57亿美元。
CARIAD Estonia AS 是一家依据爱沙尼亚法律注册成立的股份有限公司。CARIAD Estonia AS 成立于2020年，是一家汽车软件及技术公司，隶属于 CARIAD 集团。CARIAD 集团整合了大众汽车集团（Volkswagen Group）的软件能力并进一步拓展，秉承将汽车创新带给每一个人的传统。CARIAD Estonia AS 由大众汽车集团间接全资拥有。大众汽车集团是中国汽车工业最早、最成功的国际合作伙伴之一，与中国汽车工业共同成长近四十年。
Zoic Bidco Limited 是一家依据开曼群岛法律成立的有限责任豁免公司，由 Zoic Topco Limited 持有多数股权，Zoic Topco Limited 亦为一家依据开曼群岛法律成立的有限责任豁免公司。Zoic Topco Limited 进而由 BPEA Fund VII Limited 全资拥有，BPEA Fund VII Limited 是一家依据开曼群岛法律成立的有限责任豁免公司，由 EQT Partners Asia Pte. Ltd. 提供顾问服务，EQT Partners Asia Pte. Ltd. 为 EQT AB 的间接子公司，EQT AB 在纳斯达克斯德哥尔摩交易所上市。EQT AB 是一家以使命为驱动的全球投资机构，业务涵盖多个地区、行业及策略。
SK hynix SK hynix Ventures Hong Kong Limited is an investment company with limited liability incorporated in Hong Kong and is a wholly-owned subsidiary of SK Hynix Inc., a South Korea-based company mainly engaged in the production and sale of memory hardware whose shares are listed and traded on the Korea Exchange (stock code: 000660.KRX).
YF Capital Each of YF Horizon Limited and YF Marvel Mission Limited is an investment entity of YF Capital and is a company with limited liability incorporated in the British Virgin Islands. YF Horizon Limited is mainly owned by Yunfeng Fund III, L.P., Yunfeng Fund III Parallel Fund, L.P. and Yunfeng Fund III Associate, L.P., whose general partner is Yunfeng Investment III, Ltd., a Cayman Islands exempted limited company. YF Marvel Mission Limited is solely owned by Yunfeng Fund IV, L.P., whose general partner is Yunfeng Investment IV, Ltd., a Cayman Islands exempted limited company. Each of Yunfeng Investment III, Ltd. and Yunfeng Investment IV, Ltd. is solely owned by Mr. Yu Feng (虞鋒), founder of Yunfeng Capital Limited ("Yunfeng Capital") (雲鋒基金). Yunfeng Capital is a leading private equity firm founded in China in 2010. Yunfeng Capital has formed deep sector expertise and industry insights in its focused sectors, including technology and business services.
JICT JICT Oriental Holdings Limited is a company with limited liability incorporated in the British Virgin Islands and is wholly-owned by JICT Continent Limited, which is in turn wholly-owned by JIC Technology Investment Ltd. (建投華科投資股份有限公司), a joint stock limited company established in the PRC, which is affiliated with China Jianyin Investment Limited (中國建銀投資有限責任公司), a wholly state-owned enterprise with a registered capital of RMB20.69225 billion.
CATL Contemporary Amperex Technology (Hong Kong) Limited (香港時代新能源科技有限公司) is a company with limited liability in Hong Kong which is wholly-owned by Contemporary Amperex Technology Co., Limited (寧德時代新能源科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300750.SZ) principally engaged in the research and development, production and sales of new energy vehicle power battery systems and energy storage systems, and its main products include power battery systems, energy storage systems and lithium battery materials.
Baillie Gifford Scottish Mortgage Investment Trust PLC is an actively managed, low-cost investment trust listed on the London Stock Exchange (stock code: SMT) with total assets under management of GBP £14.28 billion as of March 31, 2024, which aims to maximize total returns by investing in a high conviction, global portfolio of public and private growth companies over the long term. Scottish Mortgage Investment Trust PLC is managed by Baillie Gifford, an independent investment partnership founded in Edinburgh, Scotland in 1908 with over GBP£225 billion of assets under management at the end of 2023.
BYD Golden Link Worldwide Limited is a company with limited liability incorporated in the British Virgin Islands, which is ultimately owned by BYD Company Limited (比亞迪股份有限公司), a joint stock company incorporated in the PRC with limited liability whose H shares are listed on the Hong Kong Stock Exchange (stock code: 01211.HK (HKD counter); 81211.HK (RMB counter)) and A shares are listed on the Shenzhen Stock Exchange (stock code: 002594.SZ). BYD Company Limited is principally engaged in the automobile business which mainly includes new energy vehicles, handset components and assembly services, as well as rechargeable battery and photovoltaic business, and is actively developing the urban rail transportation business segment with its technological superiority.
| Shareholders | Class A Ordinary Shares | Class B Ordinary Shares | Series Seed-1 Preferred Shares | Series Seed-2 Preferred Shares | Series A Preferred Shares | Series B Preferred Shares (implied) | |---|---|---|---|---|---|---| | Everest Robotics Limited(2) | 1,733,612,127 | – | – | – | – | – | | String Theory Robotics Limited(3) | 390,777,143 | – | – | – | – | – | | HOPE Robotics Holdings Inc.(4) | – | – | – | – | – | – | | Walnut Robotics, Inc.(5) | – | – | – | – | – | – | | Morningside China TMT Fund IV, L.P.(16) | – | – | – | – | 104,201,250 | 32,743,960 | | Morningside China TMT Fund IV Co-Investment, L.P.(16) | – | – | – | – | 38,889,560 | – | | Evolution Special Opportunity Fund I, L.P.(16) | – | – | – | – | 57,568,037 | – | | Evolution Fund I Co-investment, L.P.(16) | – | – | – | – | 3,888,960 | 3,274,400 | | 5Y Capital Growth Fund I, L.P.(16) | – | – | – | – | 8,635,207 | – | | 5Y Capital Growth Fund I Co-Investment, L.P.(16) | – | – | – | – | 30,556,080 | 27,238,320 | | HSG Venture V Holdco I, Ltd.(16) | – | – | – | – | 22,844,138 | – | | HSG Growth VI Holdco E, Ltd.(16) | – | – | – | – | 18,417,001 | 99,042,441 | | Bright Rhythm Limited(16) | – | – | – | – | 26,050,315 | 159,176,759 | | JICT Oriental Holdings Limited(16) | – | – | – | 38,182,302 | – | – | | IDG Breyer Capital Fund L.P. | – | – | – | – | – | – | | CTG Evergreen Investment U Limited | – | – | – | – | – | – | | Chaos Investment Co., Ltd. | – | – | – | – | – | – | | SK hynix Ventures Hong Kong Limited(16) | – | – | – | – | – | – | | YF Horizon Limited(16) | – | – | – | – | – | – | | YF Marvel Mission Limited(16) | – | – | – | – | – | – | | Zoic Bidco Limited(16) | – | – | – | – | – | – | | Intel Capital Corporation | – | – | – | – | – | – | | Grace Future Development Limited(16) | – | – | 25,454,560 | – | – | – | | JSC International Investment Fund SPC (acting for and on behalf of Ning Bo Yong Ning Gao Xin SP) | – | 37,417,312 | 254,545,440 | – | – | – | | CARIAD Estonia AS(16) | – | – | – | – | – | – | | SAIC QIJUN I Holdings Limited(16) | – | – | 200,000,000 | – | – | – | | HRRB Holdings Limited(16) | – | – | 200,000,000 | – | – | – | | | 169,543,255 | 18,174,122 | – | – | – | – | | | 12,000,000 | – | – | – | – | – |
The following table sets out our shareholding structure as of the date of this Prospectus and immediately upon the completion of the Global Offering assuming the Over-allotment Option is not exercised:
| Shareholders | Class A Ordinary Shares | Class B Ordinary Shares | Series Seed-1 Preferred Shares | Series Seed-2 Preferred Shares | Series A Preferred Shares | Series A1 Preferred Shares | Series A3 Preferred Shares | Series A5 Preferred Shares | Series B1 Preferred Shares | Series B2 Preferred Shares | Series B3 Preferred Shares | Series C Preferred Shares | Series D Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage | Voting power in our Company(1) | Aggregate ownership percentage | Voting power in our Company(1) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | | | | | | | | | | | | | | As of the date of this Prospectus | | Upon Completion of the Global Offering (assuming the Over-allotment Option is not exercised) | | | Wu Capital Limited | – | – | – | – | – | – | – | – | – | – | 64,143,961 | – | – | | | | | | | Contemporary Amperex Technology (Hong Kong) Limited(16) | – | – | – | – | – | – | – | – | – | – | 64,143,962 | – | – | | | | | | | Harvest Magnificent Holdings Limited | – | – | – | – | – | – | – | – | – | – | 64,143,961 | – | – | | | | | | | Hermitage Galaxy Fund SPC on behalf of and for the account of Hermitage Fund Seven SP | – | – | – | – | – | – | – | – | – | – | 64,143,961 | – | – | | | | | | | CPE Investment (Hong Kong) 2018 Limited | – | – | – | – | – | – | – | – | – | – | 64,143,961 | – | – | | | | | | | Future Industry Investment Fund II(7) | – | – | – | – | – | – | – | – | – | – | 64,143,961 | – | – | | | | | | | Scottish Mortgage Investment Trust Plc(16) | – | – | – | – | – | – | – | – | – | – | 64,143,962 | – | – | | | | | | | Metropolitan Industrial Investment Fund(7) | – | – | – | – | – | – | – | – | – | – | 58,983,374 | – | – | | | | | | | Kunshan Likai Investment Center (LP) | – | – | – | – | – | – | – | – | – | – | 74,834,622 | – | – | | | | | | | Treasure Elements Limited | – | – | – | – | – | – | – | – | – | – | 85,525,282 | – | – | | | | | | | Everbay Investment Limited | – | – | – | – | – | – | – | – | – | – | 25,657,585 | – | – | | | | | | | Vertex Ventures China III, L.P. | – | – | – | – | 93,153,960 | – | – | – | – | – | – | – | – | | | | | | | Forward Investment Corporation I(6) | – | – | – | – | 62,697,087 | – | – | – | – | – | – | – | – | | | | | | | AMF-2 Holdings Limited | – | – | – | 9,166,840 | – | – | – | – | – | – | – | – | – | | | | | | | Forward Investment Corporation Limited(6) | – | – | – | 12,998,950 | – | – | – | – | – | – | – | – | – | | | | | | | Beijing Chunlin Equity Investment Center (Limited Partnership)(9) | – | – | – | – | – | – | – | – | 59,392,714 | – | – | – | – | | | | | | | Neumann Capital | – | – | – | – | – | – | – | – | 66,131,014 | – | – | – | – | | | | | | | CMBCC Investment Fund SPC | – | – | – | – | 94,030,017 | – | – | – | – | – | – | – | – | | | | | | | Yuefan International Limited | – | – | – | – | – | 108,844,280 | – | – | – | – | – | – | – | | | | | | | Chery CEBI Auto Industry Technology Fund L.P. | – | – | – | – | – | 108,960 | – | – | – | – | – | – | – | | | | | | | Raumier Limited | – | – | – | – | – | – | – | – | – | – | 29,933,849 | – | – | | | | | | | Day Wise Holdings Limited | – | – | – | – | 7,718,240 | – | – | – | – | – | – | – | – | | | | | | | Duckling Fund, L.P. | – | – | – | – | – | – | – | – | – | 59,867,697 | – | – | – | | | | | | | Huangpu River Capital SPC | – | – | – | – | – | – | – | – | – | 21,381,227 | – | – | – | | | | | | | CloudAlpha Master Fund | – | – | – | – | – | – | – | – | – | – | – | – | – | | | | | | | Best Prosperity Investment I Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | | | | | | | Hansong Enterprises Limited | – | – | – | – | – | – | – | 7,935,880 | – | – | – | – | – | | | | | | | Oceanpine Vanguard Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | | | | | | | LCHR-III Holdings Limited(8) | – | – | – | – | – | – | 24,489,796 | – | – | – | – | – | – | | | | | | | LCHR-II Holdings Limited(8) | – | – | – | – | – | – | 99,088,390 | – | – | – | – | – | – | | | | | | | LCHR-I Holdings Limited(8) | – | – | – | – | – | – | – | – | – | – | – | – | – | | | | | | | Harvest Profound Holdings Limited | – | – | 41,408,320 | – | – | – | – | – | – | – | – | – | – | | | | | | | | – | – | 18,591,680 | – | – | – | – | – | – | – | – | – | – | | | | | | | | – | – | 39,714,059 | – | – | – | – | – | – | – | – | – | – | | | | | |
| Shareholders | Class A Ordinary Shares | Class B Ordinary Shares | Series Seed-1 Preferred Shares | Series Seed-2 Preferred Shares | Series A Preferred Shares | Series A1 Preferred Shares | Series A3 Preferred Shares | Series A5 Preferred Shares | Series B1 Preferred Shares | Series B2 Preferred Shares | Series B3 Preferred Shares | Series C Preferred Shares | Series D Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage | Voting power in our Company(1) As of the date of this Prospectus | Aggregate ownership percentage | Voting power in our Company(1) Upon Completion of the Global Offering (assuming the Over-allotment Option is not exercised) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | China Securities (International) Finance Company Limited(9) | – | – | – | – | – | – | – | – | – | – | – | 27,795,716 | – | 27,795,716 | 0.24% | 0.09% | 0.21% | 0.09% | | CICC Ehealthcare Investment Fund, L.P. | – | – | – | – | – | – | – | – | – | – | 13,238,020 | 55,056,900 | – | 55,056,900 (note: includes B3+C) | 0.47% | 0.17% | 0.43% | 0.17% | | Vertex Growth Fund Pte. Ltd.(10) | – | – | – | – | – | – | – | – | – | – | – | 53,453,301 | – | 53,453,301 | 0.46% | 0.16% | 0.41% | 0.17% | | Vertex Growth Fund II Pte. Ltd.(10) | – | – | – | – | – | – | – | – | – | – | – | 29,364,861 | – | 29,364,861 | 0.25% | 0.09% | 0.23% | 0.09% | | Tropical Terrain Limited | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Middle Way Edu Capital Fund I LP | – | – | – | – | – | – | – | – | – | – | – | 45,496,085 | – | 45,496,085 | 0.39% | 0.14% | 0.35% | 0.14% | | Peyrepertuse Investment Limited | – | – | – | – | – | – | – | – | – | – | – | 42,762,641 | – | 42,762,641 | 0.37% | 0.13% | 0.33% | 0.13% | | Prospect Bridge Innovation Limited | – | – | – | – | – | – | – | – | – | – | – | 42,762,641 | – | 42,762,641 | 0.37% | 0.13% | 0.33% | 0.13% | | Senstar Limited | – | – | – | – | – | – | – | – | – | – | – | 42,762,641 | – | 42,762,641 | 0.37% | 0.13% | 0.33% | 0.13% | | Idea Laden Limited | – | – | – | – | – | – | – | – | – | – | – | 42,762,641 | – | 42,762,641 | 0.37% | 0.13% | 0.33% | 0.13% | | Oakwise Innovation Fund SPC – New Technology V SP | – | – | – | – | – | – | – | – | – | – | – | 40,404,040 | 3,000,000 | 40,404,040 | 0.35% | 0.12% | 0.31% | 0.13% | | Pluto Connection Limited | – | – | – | – | – | – | – | – | – | – | – | 35,071,981 | – | 35,071,981 | 0.30% | 0.11% | 0.27% | 0.11% | | Shanghai Artificial Intelligence Industry Equity Investment Fund Partnership (Limited Partnership) | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | Beijing Shouxin Jinyuan Management Consulting Centre (Limited Partnership) | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | Jiaxing Blossom Zhijia Investment Partnership (Limited Partnership) | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | Cathay Fortune Holdings Limited | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | JSC International Investment Fund SPC acting for and on behalf of Shan Xin SP(11) | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | Zhu Que Asset Management (HK) Limited | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | Golden Camellia HK Limited | – | – | – | – | – | – | – | – | – | – | – | 32,071,981 | – | 32,071,981 | 0.27% | 0.10% | 0.25% | 0.10% | | Cayman BingShang Limited Partnership | – | – | – | – | – | – | – | – | – | – | – | 27,795,717 | – | 27,795,717 | 0.24% | 0.09% | 0.21% | 0.09% | | Dongfeng Bocom Yuanjing Motor Industry Equity Investment Fund (Wuhan) Partnership (Limited Partnership) | – | – | – | – | – | – | – | – | – | – | – | 26,726,651 | – | 26,726,651 | 0.23% | 0.08% | 0.21% | 0.08% | | Apoletto Asia Ltd | – | – | – | – | – | – | – | – | – | – | – | 26,476,041 | – | 26,476,041 | 0.23% | 0.08% | 0.20% | 0.08% | | Hidden Hill SPV VI | – | – | – | – | – | – | – | – | – | – | – | 26,476,039 | – | 26,476,039 | 0.23% | 0.08% | 0.20% | 0.08% | | Hel Ved Turbo Investment V | – | – | – | – | – | – | – | – | – | – | – | 26,476,039 | – | 26,476,039 | 0.23% | 0.08% | 0.20% | 0.08% | | Hangzhou Lianliruixin Venture Investment L.P. | – | – | – | – | – | – | – | – | – | – | – | 26,476,039 | – | 26,476,039 | 0.23% | 0.08% | 0.20% | 0.08% |
| | Class A Ordinary Shares | Class B Ordinary Shares | Series Seed-1 Preferred Shares | Series Seed-2 Preferred Shares | Series A Preferred Shares | Series A1 Preferred Shares | Series A3 Preferred Shares | Series A5 Preferred Shares | Series B1 Preferred Shares | Series B2 Preferred Shares | Series B3 Preferred Shares | Series C Preferred Shares | Series D Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage | Voting power in our Company(1) As of the date of this Prospectus | Aggregate ownership percentage | Voting power in our Company(1) Upon Completion of the Global Offering (assuming the Over-allotment Option is not exercised) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | – | 40,404,040 | – | – | – | – | 32,258,065 | – | – | – | – | – | – | | | | | | | | – | 3,000,000 | – | – | – | – | – | – | – | – | – | – | – | | | | | | | | – | 26,476,041 | – | – | – | – | – | – | – | – | – | – | – | | | | | | | | – | 26,476,039 | – | – | – | – | – | – | – | – | – | – | – | | | | | | | | – | – | 19,571,087 | – | – | – | – | – | – | – | – | – | – | | | | | | | | – | – | – | – | – | – | – | – | – | – | – | – | – | | | | | | | | – | – | – | 6,904,952 | – | – | – | – | – | – | – | – | – | | | | | |
| Aggregate number of Shares | Aggregate ownership percentage | Voting power in our Company(1) As of the date of this Prospectus | Aggregate ownership percentage | Voting power in our Company(1) Upon Completion of the Global Offering (assuming the Over-allotment Option is not exercised) | |---|---|---|---|---| | 94,030,017 | 0.81% | 0.29% | 0.72% | 0.29% | | 114,548,681 | 0.98% | 0.35% | 0.88% | 0.36% | | 108,953,240 | 0.93% | 0.34% | 0.84% | 0.34% | | 108,844,280 | 0.93% | 0.34% | 0.84% | 0.34% | | 107,334,305 | 0.92% | 0.33% | 0.82% | 0.33% | | 57,965,168 | 0.50% | 0.18% | 0.44% | 0.18% | | 106,906,601 | 0.92% | 0.33% | 0.82% | 0.33% | | 99,088,390 | 0.85% | 0.31% | 0.76% | 0.31% | | 62,697,087 | 0.54% | 0.19% | 0.48% | 0.20% | | 93,153,960 | 0.80% | 0.29% | 0.71% | 0.29% | | 53,453,301 | 0.46% | 0.16% | 0.41% | 0.17% | | 39,679,392 | 0.34% | 0.12% | 0.30% | 0.12% | | 64,143,961 | 0.55% | 0.20% | 0.49% | 0.20% | | 25,657,585 | 0.22% | 0.08% | 0.20% | 0.08% | | 85,525,282 | 0.73% | 0.26% | 0.66% | 0.27% | | 74,834,622 | 0.64% | 0.23% | 0.57% | 0.23% | | 71,982,324 | 0.62% | 0.22% | 0.55% | 0.22% | | 41,408,320 | 0.35% | 0.13% | 0.32% | 0.13% | | 16,885,080 | 0.14% | 0.05% | 0.13% | 0.05% | | 7,935,880 | 0.07% | 0.02% | 0.06% | 0.02% | | 66,131,014 | 0.57% | 0.20% | 0.51% | 0.21% | | 64,143,962 | 0.55% | 0.20% | 0.49% | 0.20% | | 64,143,962 | 0.55% | 0.20% | 0.49% | 0.20% | | 64,143,961 | 0.55% | 0.20% | 0.49% | 0.20% | | 64,143,961 | 0.55% | 0.20% | 0.49% | 0.20% | | 64,143,961 | 0.55% | 0.20% | 0.49% | 0.20% | | 64,143,961 | 0.55% | 0.20% | 0.49% | 0.20% | | 64,143,961 | 0.55% | 0.20% | 0.49% | 0.20% | | 64,143,961 | 0.55% | 0.20% | 0.49% | 0.20% | | 59,867,697 | 0.51% | 0.18% | 0.46% | 0.19% | | 59,392,714 | 0.51% | 0.18% | 0.46% | 0.18% | | 29,933,849 | 0.26% | 0.09% | 0.23% | 0.09% |
| Shareholders | Class A Ordinary Shares | Class B Ordinary Shares | Series Seed-1 Preferred Shares | Series Seed-2 Preferred Shares | Series A Preferred Shares | Series A1 Preferred Shares | Series A3 Preferred Shares | Series A5 Preferred Shares | Series B1 Preferred Shares | Series B2 Preferred Shares | Series B3 Preferred Shares | Series C Preferred Shares | Series D Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage (As of the date of this Prospectus) | Voting power in our Company(1) (As of the date of this Prospectus) | Aggregate ownership percentage (Upon Completion of the Global Offering, assuming the Over-allotment Option is not exercised) | Voting power in our Company(1) (Upon Completion of the Global Offering, assuming the Over-allotment Option is not exercised) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Dongfeng Asset Management Co., Ltd. (东风资产管理有限公司) | – | – | – | – | – | – | – | – | – | – | – | 26,050,315 | – | 26,050,315 | 0.22% | 0.08% | 0.20% | 0.08% | | CEF Smart Holdings Limited | – | – | – | – | – | – | – | – | – | – | – | 26,476,039 | – | 26,476,039 | 0.23% | 0.08% | 0.20% | 0.08% | | SG R.FO Investment (BVI) Company Limited(12) | – | – | – | – | – | – | – | – | – | – | – | 23,091,826 | – | 23,091,826 | 0.20% | 0.07% | 0.18% | 0.07% | | SG Royal FO Investment 1 Pte. Ltd.(12) | – | – | – | – | – | – | – | – | – | – | – | 23,091,826 | – | 23,091,826 | 0.20% | 0.07% | 0.18% | 0.07% | | Xingyu Automotive Lighting (Hong Kong) Co., Limited (星宇车灯(香港)有限公司) | – | – | – | – | – | – | – | – | – | – | – | 14,111,673 | – | 14,111,673 | 0.12% | 0.04% | 0.11% | 0.04% | | Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership)(13) (淄博民生欧明股权投资合伙企业（有限合伙）(13)) | – | – | – | – | – | – | – | – | – | – | – | 10,690,661 | – | 10,690,661 | 0.09% | 0.03% | 0.08% | 0.03% | | Zibo Huaide Equity Investment Partnership (Limited Partnership)(13) (淄博汇德股权投资合伙企业（有限合伙）(13)) | – | – | – | – | – | – | – | – | – | – | – | 10,690,661 | – | 10,690,661 | 0.09% | 0.03% | 0.08% | 0.03% | | Rich Horizon Investments Limited | – | – | – | – | – | – | – | – | – | – | – | 10,690,661 | – | 10,690,661 | 0.09% | 0.03% | 0.08% | 0.03% | | Qingdao Xinding Kenge I Equity Investment Partnership (Limited Partnership) (青岛鑫鼎肯格一号股权投资合伙企业（有限合伙）) | – | – | – | – | – | – | – | – | – | – | – | 10,690,661 | – | 10,690,661 | 0.09% | 0.03% | 0.08% | 0.03% | | Shixiang Founders Capital VIII Limited Partnership (Limited Partnership) (时象创始人资本八号有限合伙企业（有限合伙）) | – | – | – | – | – | – | – | – | – | – | – | 10,690,661 | – | 10,690,661 | 0.09% | 0.03% | 0.08% | 0.03% | | Yiwu WEIHAOCHUANGXIN Phase I Equity Investment Partnership (义乌维昊创新一期股权投资合伙企业) | – | – | – | – | – | – | – | – | – | – | – | 11,759,727 | – | 11,759,727 | 0.10% | 0.04% | 0.09% | 0.04% | | CCBT GQ Investment Fund L.P. | – | – | – | – | – | – | – | – | – | – | – | 9,668,405 | – | 9,668,405 | 0.10% | 0.04% | 0.09% | 0.04% | | Guangdong Xingyao II Equity Investment Partnership (广东星耀二期股权投资合伙企业) | – | – | – | – | – | – | – | – | – | – | – | 11,875,348 | – | 11,875,348 | 0.10% | 0.04% | 0.09% | 0.04% | | Jiaxing Heyi Investment Partnership (Limited Partnership) (嘉兴合一投资合伙企业（有限合伙）) | – | – | – | – | – | – | – | – | – | – | – | 12,828,793 | – | 12,828,793 | 0.11% | 0.04% | 0.10% | 0.04% | | Sunny Optical Technology (Group) Company Limited (舜宇光学科技（集团）有限公司) | – | – | – | – | – | – | – | – | – | – | – | 14,966,925 | – | 14,966,925 | 0.13% | 0.05% | 0.11% | 0.05% | | Alpha Win IV PE LPF | – | – | – | – | – | – | – | – | – | – | – | 17,105,057 | – | 17,105,057 | 0.15% | 0.05% | 0.13% | 0.05% | | Ecovacs Robotics Holdings Limited (科沃斯机器人控股有限公司) | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Auto Hub Investment Limited | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Cassini Partners, L.P. | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | KTBN No. 16 Venture Fund | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Golden Link Worldwide Limited(16) | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Photon Ventures II Limited | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Glory Assets Allocation II, L.P. | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Bohai Securities Investment Co., Ltd. (渤海证券投资有限公司) | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Wealth Pointer Global Limited | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | ORIX Asia Capital Limited | – | – | – | – | – | – | – | – | – | – | – | 21,381,321 | – | 21,381,321 | 0.18% | 0.07% | 0.16% | 0.07% | | Sunrise Lead Technologies Holdings Limited | – | – | – | – | – | – | – | – | – | – | – | 8,017,996 | – | 8,017,996 | 0.07% | 0.02% | 0.06% | 0.02% | | | – | – | – | – | – | – | – | – | – | – | – | 13,363,326 | – | 13,363,326 | 0.11% | 0.04% | 0.10% | 0.04% |
| Shareholders | Class A Ordinary Shares | Class B Ordinary Shares | Series Seed-1 Preferred Shares | Series Seed-2 Preferred Shares | Series A Preferred Shares | Series A1 Preferred Shares | Series A3 Preferred Shares | Series A5 Preferred Shares | Series B1 Preferred Shares | Series B2 Preferred Shares | Series B3 Preferred Shares | Series C Preferred Shares | Series D Preferred Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage (As of the date of this Prospectus) | Voting power in our Company(1) (As of the date of this Prospectus) | Aggregate ownership percentage (Upon Completion of the Global Offering, assuming the Over-allotment Option is not exercised) | Voting power in our Company(1) (Upon Completion of the Global Offering, assuming the Over-allotment Option is not exercised) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Automotive Intelligent and Connectivity Alliance (Beijing) Technology Co. Ltd. (汽车智联科技（北京）有限公司) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.25% | 0.10% | 0.23% | 0.10% | | Future Innovation Fund LP | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.25% | 0.10% | 0.23% | 0.10% | | Neumann Galaxy Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.25% | 0.10% | 0.23% | 0.10% | | Daol Investment Securities Co., Ltd.(14) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.25% | 0.10% | 0.23% | 0.10% | | Daol Asset Management Co., Ltd.(14) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.27% | 0.10% | 0.25% | 0.10% | | Qingshun Limited (清顺有限公司) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.31% | 0.10% | 0.27% | 0.10% | | | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.33% | 0.10% | 0.31% | 0.10% | | | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.33% | 0.10% | 0.33% | 0.10% | | Startech Growth Fund VCC for the account of Startech Growth Fund 1 | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.33% | 0.10% | 0.33% | 0.10% | | Favor Star Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.33% | 0.10% | 0.33% | 0.10% | | Pingyang Dingyuan Tianhong Equity Investment Fund Partnership (Limited Partnership) (平阳鼎源天弘股权投资基金合伙企业（有限合伙）) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.35% | 0.10% | 0.33% | 0.10% | | | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.16% | 0.10% | 0.16% | 0.10% | | | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.23% | 0.09% | 0.23% | 0.09% | | | – | – | – | – | – | 2,206,943 | – | – | – | – | – | – | – | – | 0.41% | 0.17% | 0.41% | 0.17% | | | – | – | – | 19,571,089 | – | – | – | – | – | – | – | – | – | – | 0.41% | 0.17% | 0.41% | 0.17% | | | – | – | 6,904,950 | – | – | – | – | – | – | – | – | – | – | – | 0.42% | 0.17% | 0.42% | 0.17% | | Pirates Gold Holding Limited(15) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.21% | 0.09% | 0.21% | 0.09% | | Pirates Silver Holding Limited(15) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | | Pirates Bronze Holding Limited(15) | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | | | – | – | – | – | – | – | – | – | – | – | – | – | – | 2,305,932,525 | – | – | – | – |
| Shareholders | Class A Ordinary Shares | Series Seed-1 Preferred Shares | Series Seed-2 Preferred Shares | Series A Preferred Shares | Series A1 Preferred Shares | Series A3 Preferred Shares | Series A5 Preferred Shares | Series B1 Preferred Shares | Series B2 Preferred Shares | Series B3 Preferred Shares | Series C Preferred Shares | Series D Preferred Shares | Class B Ordinary Shares | Aggregate number of Shares as of the date of this Prospectus | Aggregate ownership percentage | Voting power in our Company(1) | Aggregate ownership percentage (Upon Completion) | Voting power in our Company(1) (Upon Completion) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | As of the date of this Prospectus | | | | | | | | | | | | | | | | Upon Completion of the Global Offering (assuming the Over-allotment Option is not exercised) | | | Total | 2,925,528,331 | 1,355,106,600 | 820,000,000 | 80,000,000 | 614,300,320 | 547,100,600 | 404,327,650 | – | 97,570,490 | – | 1,244,898,062 | 247,532,056 | – | 1,653,276 | – | – | – | – | 6,613,110 | – | 105,904,158 | 3,353,574,611 | – | – | – | – | 2,351,945 | – | 4,276,265 | 1,860,175 | 3,720,350 | 5,872,973 | 6,414,397 | 6,414,397 | – | 7,269,649 | 5,969,031 | 9,621,595 | 10,690,661 | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 153,747,736 | 744,884,919 | 546,317,561 | 1,653,276 | 2,351,945 | 4,276,264 | 4,276,265 | 1,860,175 | 3,720,350 | 5,872,973 | 6,414,397 | 6,414,397 | 6,613,110 | 7,269,649 | 7,313,949 | 9,621,595 | 10,690,661 | 283,197,279 | 11,674,759,482 | 100.00% | 100.00% | 100.00% | 100.00% | | Public shareholders | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 1.32% | – | 0.47% | – | 1.18% | – | 0.48% | – | | Silver Tone Enterprises Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 6.38% | 2.30% | 5.72% | 2.32% | | Fareast Land Development Co., Ltd. | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 4.68% | 1.68% | 4.19% | 1.70% | | New Horizon Global Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.01% | 0.01% | 0.01% | 0.01% | | Oceanwide Sigma Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.02% | 0.01% | 0.02% | 0.01% | | Asset Profit Investment Limited | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | 0.04% | 0.01% | 0.03% | 0.01% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.04% | 0.01% | 0.03% | 0.01% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.02% | 0.01% | 0.01% | 0.01% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.03% | 0.01% | 0.03% | 0.01% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.05% | 0.02% | 0.05% | 0.02% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.05% | 0.02% | 0.05% | 0.02% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.05% | 0.02% | 0.05% | 0.02% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.06% | 0.02% | 0.05% | 0.02% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.06% | 0.02% | 0.06% | 0.02% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.06% | 0.02% | 0.06% | 0.02% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.08% | 0.03% | 0.07% | 0.03% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0.09% | 0.03% | 0.08% | 0.03% |
1. On the basis that each Class B Ordinary Share and Preferred Shares entitles the Shareholder to one vote per Share and each Class A Ordinary Share entitles the Shareholder to ten votes per Share.
2. As of the Latest Practicable Date, 1,733,612,127 Class A Ordinary Shares were held by Everest Robotics Limited, which is held by Bigsur Robotics Limited as to 99% and Horizon Robotics, Inc. as to 1%. Horizon Robotics, Inc. is wholly-owned by Dr. Yu. Bigsur Robotics Limited is wholly-owned by the trustee of Rock Street Trust, the family trust established by Dr. Yu (as settlor) for the benefit of Dr. Yu and his family.
3. As of the Latest Practicable Date, 390,777,143 Class A Ordinary Shares were held by String Theory Robotics Limited, which is held by Gravitational Wave Technology Limited as to 99% and Grace Robotics, Inc. as to 1%. Grace Robotics, Inc. is wholly-owned by Dr. Huang. Gravitational Wave Technology Limited is wholly-owned by the trustee of Gravitational Wave Trust, the family trust established by Dr. Huang (as settlor) for the benefit of Dr. Huang and his family.
6. Each of Forward Investment Corporation Limited and Forward Investment Corporation I is an affiliate of GAC Automobile Group Co., Ltd. (广州汽车集团股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 02238.HK) and the Shanghai Stock Exchange (stock code: 601238.SH), and SBCVC (软银中国资本).
7. Each of Future Industry Investment Fund II (先进制造产业投资基金二期(有限合伙)) and Metropolitan Industrial Investment Fund (京津冀产业协同发展投资基金(有限合伙)) is a limited partnership formed under the laws of the PRC and the general partner and manager of both entities are CS Capital Co., Ltd. (国投招商投资管理有限公司).
8. Each of LCHR-I Holdings Limited, LCHR-II Holdings Limited and LCHR-III Holdings Limited is ultimately controlled by Linear Capital.
10. Each of Vertex Growth Fund Pte. Ltd. and Vertex Growth Fund II Pte. Ltd. is ultimately controlled by the general partner, Vertex Growth Special Ltd. and Vertex Growth II Special Ltd., respectively.
11. Each of SG Royal FO Investment 1 Pte. Ltd. and SG R.FO Investment (BVI) Company Limited is ultimately controlled by SG.
12. JSC International Investment Fund SPC acting for and on behalf of Shan Xin SP is indirectly held by Jade Spring Shanxin (Beijing) International Equity Investment Fund (璟泉善信(北京)国际股权投资基金合伙企业(有限合伙)), of which (i) China Securities Investment Co., Ltd. (中信建投投资有限公司) is the limited partner and (ii) Jade Spring Shancheng Management Consulting (Beijing) Co., Ltd. (璟泉善诚管理咨询(北京)有限公司) is the general partner, which is ultimately controlled by Beijing Financial Holdings Group Limited (北京金融控股集团有限公司). China Securities Investment Co., Ltd. is a wholly-owned subsidiary of CSC Financial Co., Ltd. (中信建投证券股份有限公司). Beijing Financial Holdings Group Limited (北京金融控股集团有限公司) is the largest shareholder of CSC Financial Co., Ltd. (中信建投证券股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 06066.HK) and the Shanghai Stock Exchange (stock code: 601066.SH), which is an affiliate of China Securities (International) Corporate Finance Company Limited, one of the Joint Sponsors and the underwriters.
Each of China Securities (International) Finance Company Limited (中信建投(國際)財務有限公司) and Beijing Chunlin Equity Investment Center (Limited Partnership) (北京春霖股權投資中心(有限合夥)) is ultimately controlled by CSC Financial Co., Ltd. (中信建投証券股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 06066.HK) and the Shanghai Stock Exchange (stock code: 601066.SH), which is an affiliate of China Securities (International) Corporate Finance Company Limited, one of the Joint Sponsors and the underwriters.
Walnut Robotics, Inc. is wholly-owned by Mr. Ming Yang, our former employee and an Independent Third Party. Pursuant to a proxy agreement entered into among Dr. Yu, Mr. Ming Yang and Walnut Robotics, Inc. in 2018, the voting rights of the Class A Ordinary Shares held by Walnut Robotics, Inc. have been delegated to Dr. Yu. The proxy agreement will be terminated upon Listing and the Class A Ordinary Shares held by Walnut Robotics, Inc. will be converted into Class B Ordinary Shares upon completion of the Global Offering.
5.
9.
As of the Latest Practicable Date, 169,543,255 Class A Ordinary Shares were held by HOPE Robotics Holdings Inc., which is held by Venus Robotics Limited as to 99% and Kai Robotics, Inc. as to 1%. Kai Robotics, Inc. is wholly-owned by Ms. Tao. Venus Robotics Limited is wholly-owned by the trustee of TAO Trust, the family trust established by Ms. Tao (as settlor) for the benefit of Ms. Tao and her family. The Class A Ordinary Shares held by HOPE Robotics Holdings Inc. will be converted into Class B Ordinary Shares upon completion of the Global Offering.
4.
Each of Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership) (淄博民生歐明股權投資合夥企業(有限合夥)) and Zibo Huaide Equity Investment Partnership (Limited Partnership) (淄博懷德股權投資基金合夥企業(有限合夥)) is ultimately controlled by Minsheng Securities Co., Ltd. (民生證券股份有限公司).
Each of Daol Asset Management Co., Ltd., and Daol Investment Securities Co., Ltd. is ultimately controlled by Daol Investment & Securities Co., Ltd. (formerly known as KTB Investment & Securities Co., Ltd.).
All being our employee shareholding platforms. For details, see "— The 2018 Share Incentive Plan" in this section.
For details, see "— Pre–IPO Investments — Information on the Pre-IPO Investors" in this section.
13.
14.
15.
16.
The following diagram illustrates the simplified corporate and shareholding structure of our Company immediately prior to the completion of the Global Offering:
| Entity | Ownership / Shareholding | |---|---| | Dr. Yu(1) | 14.85% | | Dr. Huang(2) | 3.35% | | Ms. Tao(3) | 1.45% | | Employee Shareholding Platforms(4) | 12.38% | | Walnut Robotics, Inc.(5) | 0.10% | | CARIAD | 2.31% | | SAIC | 8.78% | | 5Y Capital | 5.55% | | Hillhouse | 3.24% | | HongShan | 2.36% | | Other Pre-IPO Investors | 45.63% | | CARIZON(6) | 40% | | Horizon Together Holding Ltd. (Cayman Islands) | — | | Company (Cayman Islands) | — | | Horizon Technology | 100% | | Horizon Hong Kong (Hong Kong) | 100% | | Horizon Anting | 100% | | Beijing Horizon Robotics | 100% | | Horizon Information | 100% | | Horizon Shanghai | 100% | | Horizon Shenzhen | 100% |
(1) Dr. Yu, through his family trust and controlled entities, will hold 1,733,612,127 Class A Ordinary Shares, representing approximately 14.85% beneficial interests in the issued share capital of our Company. Please also see note 2 in the subsection headed "— Capitalization" above for details.
(2) Dr. Huang, through his family trust and controlled entities, will hold 390,777,143 Class A Ordinary Shares, representing approximately 3.35% beneficial interests in the issued share capital of our Company. Please also see note 3 in the subsection headed "— Capitalization" above for details.
(3) Please refer to note 4 in the section headed "— Capitalization" above for details.
(4) Please refer to note 16 in the section headed "— Capitalization" above for details.
(5) Please refer to note 5 in the section headed "— Capitalization" above for details.
(6) As of the Latest Practicable Date, the remaining 60% equity interests of CARIZON is held by CARIAD Estonia AS, one of our Pre-IPO Investors, details of which are set forth in the subsection headed "Pre-IPO Investments — Information on the Pre-IPO Investors" above.
The following diagram illustrates the simplified corporate and shareholding structure of our Company immediately following the completion of the Global Offering assuming the Over-allotment Option is not exercised:
| Entity | Ownership / Shareholding | |---|---| | Dr. Yu(1) | 13.30% | | Dr. Huang(2) | 3.00% | | Ms. Tao(3) | 1.30% | | Employee Shareholding Platforms(4) | 11.09% | | Walnut Robotics, Inc.(5) | 0.09% | | CARIAD | 2.07% | | SAIC | 7.87% | | 5Y Capital | 4.97% | | Hillhouse | 2.90% | | HongShan | 2.12% | | Other Pre-IPO Investors | 40.88% | | Other public shareholders | 10.40% | | CARIZON(6) | 40% | | Horizon Together Holding Ltd. (Cayman Islands) | — | | Company (Cayman Islands) | — | | Horizon Technology | 100% | | Horizon Hong Kong (Hong Kong) | 100% | | Horizon Anting | 100% | | Beijing Horizon Robotics | 100% | | Horizon Information | 100% | | Horizon Shanghai | 100% | | Horizon Shenzhen | 100% |
Note: For notes (1) to (6), please see "— Corporate structure before the Global Offering" above.
According to the M&A Rules jointly issued by MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the SAT, the CSRC, the State Administration of Industry and Commerce of the PRC (which has now been merged into the SAMR) and the SAFE on August 8, 2006, effective on September 8, 2006, and amended on June 22, 2009, a foreign investor is required to obtain necessary approvals when it (i) acquires the equity of a domestic enterprise so as to convert the domestic enterprise into a foreign-invested enterprise; (ii) subscribes the increased capital of a domestic enterprise so as to convert the domestic enterprise into a foreign-invested enterprise; (iii) establishes a foreign-invested enterprise through which it purchases the assets of a domestic enterprise and operates these assets; or (iv) purchases the assets of a domestic enterprise through relevant agreements and then invests such assets to establish a foreign-invested enterprise. The M&A Rules, among other things, further purport to require that an offshore special vehicle, or a special purpose vehicle, formed for overseas listing purposes and controlled directly or indirectly by PRC companies or individuals, to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange, in the event that the special purpose vehicle acquires shares of or equity interests in the PRC companies in exchange for the shares of offshore companies.
As advised by our PRC Legal Adviser, unless new laws and regulations are enacted or MOFCOM and CSRC publish new provisions or interpretations on the M&A Rules in the future, prior CSRC or MOFCOM approval for the Global Offering is not required under the M&A Rules.
Pursuant to SAFE Circular 37, promulgated by SAFE and effective on July 14, 2014, replacing SAFE Circular 75, (i) a PRC resident must register with the local SAFE branch in connection with their contribution of offshore or domestic assets or equity interests in an overseas SPV that is directly established or indirectly controlled by the PRC resident for the purpose of conducting overseas investment or financing, and (ii) following the initial registration, the PRC resident is also required to register with the local SAFE branch for any major change in respect of the Overseas SPV, including, among other things, a change of the Overseas SPV's PRC resident shareholder(s), the name of the Overseas SPV, terms of operation, or any increase or reduction of the Overseas SPV's capital, share transfer or swap, and merger or division.
Pursuant to SAFE Circular 37, failure to comply with these registration procedures may result in penalties. In addition, due to such failure to comply with the registration procedures, the PRC subsidiaries of that Overseas SPV may be prohibited from distributing their profits and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities, and the Overseas SPV and its offshore subsidiary may be restricted in their ability to contribute additional capital to their PRC subsidiaries.
Pursuant to the Circular of the SAFE on Further Simplification and Improvement in Foreign Exchange Administration on Direct Investment (《關於進一步簡化和改進直接投資外匯管理政策的通知》, "SAFE Circular 13"), promulgated by SAFE and effective on June 1, 2015, the power to accept foreign exchange registration was delegated from local SAFE to qualified banks.
As advised by our PRC Legal Adviser, Dr. Yu, Dr. Huang and Ms. Tao have completed the required initial registration under SAFE Circular 37 and SAFE Circular 13.
We are a leading provider of advanced driver assistance systems ("ADAS") and autonomous driving ("AD") solutions for passenger vehicles, empowered by our proprietary software and hardware technologies. Our solutions combine algorithms, purpose-built software and processing hardware, providing the core technologies for assisted and autonomous driving that enhance the safety and experience of drivers and passengers. We are a key enabler for the smart vehicle transformation and commercialization with our integrated solutions deployed on mass scale. We are the first and have consistently been the largest Chinese company providing integrated ADAS and AD solutions in terms of overall solution installation volume since the mass deployment of our solutions in 2021, according to CIC. We ranked the fourth among all global ADAS and AD solution providers in China by overall solution installation volume in 2023 and the first half of 2024, with a market share of 9.3% and 15.4%, respectively. We act as a tier-two supplier and have a large, global customer base of industry-leading OEMs and tier-one suppliers for vehicles manufactured in China. Our business has achieved significant growth at scale over the past three years as we capitalize on the mega industry tailwind as a market leader. As of June 30, 2024, a total of 25 OEMs selected our ADAS and AD solutions for implementation in one of their vehicle models, by directly engaging with us or through our tier-one supplier customers.
Smart vehicle transformation is a mega trend that has been reshaping the estimated US$13.0 trillion global automotive, mobility and road freight industries in 2023. ADAS capabilities are increasingly common in cars nowadays, thanks to the rapid technology advancement and higher consumer demand in recent years. This is demonstrated by the ADAS penetration rates of over 50% in both the global and Chinese markets in 2023, according to CIC. Meanwhile, industry participants continue to make ongoing, inexhaustible efforts to march towards broader adoption of AD with increasing level of automation. We believe the demand for driving automation solutions will continue to grow significantly in the years to come. According to CIC, the global ADAS and AD solutions market presents a RMB61.9 billion opportunity in 2023 and is expected to grow at a CAGR of 49.2% through 2030 to reach RMB1,017.1 billion.
However, a few core challenges need to be addressed to realize mass adoption of smart vehicles enabled by ADAS and AD. ADAS and AD systems are highly complex, requiring high processing capacity, high reliability, low latency and low energy consumption, and need to be produced at affordable costs. Therefore, ADAS and AD solutions require the co-design of software and hardware to achieve the necessary system-level performance and reliability of driving functions. Deployment of such solutions on vehicles also requires optimal energy efficiency while guaranteeing application performance. In addition, mass adoption of ADAS and AD needs an open platform approach where value chain participants can all join and continuously leverage the enabling technologies to develop functions and features that suit their needs while reducing time to market.
By architecting our solutions to address these fundamental challenges, we build the core enabling technology for smart vehicle revolution. Our solutions enable the full spectrum of driving automation functions for passenger vehicles from mainstream assisted driving to advanced levels of autonomous driving. Built through nine years of development, testing and iterative improvements, our integrated solutions have been successfully validated, commercialized and deployed on mass scale. With our product maturity, technological advantage and commercial success, we have established ourselves as a clear market leader. The comprehensiveness and uniqueness of our solution matrix, as summarized below, allow us to rapidly penetrate the market, achieve high customer stickiness and capture a significant portion of the value chain.
We offer a comprehensive portfolio of ADAS and AD solutions, namely Horizon Mono, Horizon Pilot and Horizon SuperDrive, to address different customer needs from mainstream assisted driving (Level 2) to advanced level autonomous driving (Level 2+ in China for regulatory compliance). According to CIC, in terms of level of autonomous driving, as of the Latest Practicable Date, there is no mass-produced passenger vehicle at autonomous driving Level 3 or above in China.
• Horizon Mono. Horizon Mono is our active safety ADAS solution designed to improve daily driving safety and comfort. It enables basic functions such as automatic emergency braking (AEB) and intelligent high beam (IHB) to improve passenger and road-user safety, as well as comfort functions such as adaptive cruise control (ACC) and traffic jam assist (TJA) to improve driving experience. We embed Journey 2 or Journey 3 processing hardware in Horizon Mono currently.
• Horizon Pilot. Horizon Pilot is our highway navigate on autopilot (NOA) solution, categorized as an AD solution, that provides safe and efficient driving experience. In addition to enhanced active safety features, Horizon Pilot performs more advanced tasks such as automatic ramp on/off, autonomous merge-in and exit during traffic congestion, automated lane change, highway auto-pilot and more. These functions improve driving and riding experience for end users, especially in long-distance commute. At the same time, Horizon Pilot provides advanced parking functions such as auto parking assist (APA) and automated valet parking assist (VPA). We embed Journey 3 or Journey 5 processing hardware in Horizon Pilot currently.
我们的ADAS和AD解决方案建立在全面的技术栈之上，包括驾驶功能算法、底层处理硬件，以及各种用于促进软件开发和定制化的工具。
• 算法。我们的算法在我们专有的软硬件协同设计解决方案中发挥着重要作用。这些算法专为广泛的驾驶场景而构建和优化。我们全方位的算法能力涵盖感知、环境建模、规划与控制，乃至驾驶自动化功能，满足所有级别ADAS和AD解决方案的开发需求。
• 脑处理单元（BPU）。BPU是我们专为汽车应用（包括ADAS和AD功能）定制的专有处理架构。我们将对先进软件和算法的深刻理解融入BPU架构，使处理硬件在运行汽车算法时具备卓越性能、高能效和低延迟。
• 地平线OpenExplorer。地平线OpenExplorer是我们灵活的算法开发工具包，涵盖一系列即用型模块和参考算法。凭借友好的用户界面和丰富的辅助工具，OpenExplorer使用户能够准确、高效地在我们的处理硬件上部署算法和软件。
• 地平线TogetheROS。地平线TogetheROS是一款安全、简洁且易于使用的自动驾驶嵌入式中间件。TogetheROS提供标准化的汽车级服务和工具，帮助加速开发、集成和验证工作，以提升量产就绪性。
• 地平线汽车智能开发仪（AIDI）。地平线AIDI是我们的软件开发平台，旨在以更高效率实现模型的自动迭代改进。通过提供各种工具和应用接口以及简化的工作流程，AIDI帮助软件开发者优化从部署、训练、验证、评估到迭代的整个软件开发流程。
| | 地平线Mono | 地平线Pilot | 地平线SuperDrive | |---|---|---|---| | 算法 | O | | | | BPU | | | | | 地平线OpenExplorer | | | | | 地平线TogetheROS | | | | | 地平线AIDI | | | |
我们采用软硬件协同优化的方法，我们认为这对于确保以合理成本实现最优处理效率至关重要，因而也是通向自动驾驶未来的正确技术路径。我们还相信，通过提供灵活的协作方式和开放的开发工具，我们使生态合作伙伴能够加速自动驾驶解决方案的大规模应用。上述核心理念支撑着我们的产品设计和技术架构，并形成了我们解决方案的以下明确差异化优势：
• 系统性能。我们的软件和硬件协同开发和优化，以确保集成后系统性能达到最优。
• 以合理成本实现高效率。由于采用协同优化方法，我们的解决方案具有极高的效率，以低功耗、低延迟实现卓越的处理性能，这对于汽车级部署至关重要。此外，我们的解决方案以合理的成本生产，为大规模应用奠定了基础。
• 开放平台。我们提供一系列基础模型、工具链、框架和参考解决方案，使客户和生态合作伙伴能够根据特定需求开发自己的软件应用，帮助他们显著缩短开发周期、降低开发成本。
我们独特的解决方案和开放平台方式为我们赢得了规模不断扩大且忠诚的客户和生态合作伙伴群体。我们作为二级供应商，既直接与整车厂（OEM）合作，也通过一级供应商合作，将我们的集成ADAS和AD解决方案搭载于量产车型。截至最新可行日期，我们的集成解决方案已被27家整车厂（42个OEM品牌）选定，应用于逾285款车型，价格区间约为人民币86,800元至429,800元。截至最新可行日期，我们已实现SOP（量产启动）的累计车型数量为152款。
中国前十大整车厂均已选定我们的解决方案，将其搭载于旗下乘用车车型量产。截至2021年12月31日、2022年12月31日、2023年12月31日及2024年6月30日，扣除已终止项目后，我们累计获得的定点车型数量分别为44款、101款、210款和275款。仅2023年，我们即新获得逾100款车型的定点。定点不保证销售订单。2021年、2022年、2023年及截至2024年6月30日止六个月内，我们分别有5个、4个、4个及零个终止项目。下表列示已选定并公开披露的采用我们解决方案的主要整车厂及一级供应商客户，以及部分生态合作伙伴。这些生态合作伙伴与我们协作，共同应对从软件开发到解决方案集成等各类挑战。
我们拥有高度灵活且可扩展的商业模式。我们的客户可以从我们覆盖从算法到软件、开发工具再到处理硬件的全栈产品中，选择任意解决方案或任意组件组合。这种灵活性帮助我们持续获取新客户并扩大市场份额。此外，我们的商业模式具有高度可扩展性。我们通常随着OEM客户指定车型的量产而扩大解决方案的部署规模。此外，已在某一车型上成功应用我们解决方案的OEM客户，通常会将与我们的合作扩展至更多车型。此外，我们有机会向客户销售更先进的解决方案及我们产品组合中的更多组件。这些因素有助于我们在未来数年内建立稳定的合同储备。
我们灵活且可扩展的商业模式在业绩记录期内推动了我们业务的显著增长，并为我们未来的持续成功奠定了基础。我们的收入从2021年的人民币4.667亿元增加人民币4.390亿元（增幅94.1%）至2022年的人民币9.057亿元，并进一步增加人民币6.459亿元（增幅71.3%）至2023年的人民币15.516亿元。我们的收入从截至2023年6月30日止六个月的人民币3.715亿元增加人民币5.631亿元（增幅151.6%）至截至2024年6月30日止六个月的人民币9.346亿元。我们的毛利从2021年的人民币3.310亿元增至2022年的人民币6.277亿元，并进一步增至2023年的人民币10.943亿元。我们的毛利从截至2023年6月30日止六个月的人民币2.266亿元增至截至2024年6月30日止六个月的人民币7.387
亿元。我们在2021年、2022年及2023年分别保持了70.9%、69.3%及70.5%的高且稳定的毛利率。我们的毛利率从截至2023年6月30日止六个月的61.0%提升至截至2024年6月30日止六个月的79.0%。
持续推进中的智能汽车变革具有高度颠覆性。作为这场持续技术驱动变革的早期形式，ADAS功能已在OEM中获得广泛认可，并正迅速成为当今新车型的标准配置。认识到这一趋势，全球OEM已开始加快采用ADAS解决方案，将其作为在全球汽车行业竞争的核心优势。与此同时，预计自动驾驶（AD）技术的广泛应用最早可于2025年实现，这将彻底变革全球汽车、出行及公路货运行业，预计2030年上述行业合计市场规模达20.0万亿美元。根据灼识咨询（CIC），预计2025年AD的渗透率在全球及中国分别达到10.5%及16.4%。AD解决方案预计将升级以提供更先进的功能，以应对复杂的驾驶场景。因此，更强的处理能力和更先进的算法对AD解决方案的未来演进至关重要，这将导致每辆车AD解决方案的单车价值量提升。根据灼识咨询，全球ADAS及AD解决方案市场规模已于2023年达到人民币619亿元，预计到2030年将增长至人民币10,171亿元，2023年至2030年的复合年增长率为49.2%。
作为全球销量最大的汽车市场，中国于2023年已成为全球最大的ADAS市场及最大的AD市场，这得益于对车辆安全的日益重视、对提升驾乘体验的日益增长的偏好，以及持续增加的投资与政策支持。根据灼识咨询，预计到2030年，中国配备ADAS或AD解决方案的智能汽车渗透率将达到99.7%。中国独特的交通状况增加了AD的复杂性，因而对更复杂精密的AD解决方案提出了更高要求。中国消费者对智能汽车表现出极大的接受度和热情，并愿意为提升驾驶安全性和体验的功能支付溢价。这些因素将推动OEM在中国采用更多ADAS及AD解决方案，以使其汽车产品更符合中国消费者和市场的需求。中国ADAS及AD解决方案市场规模已于2023年达到人民币245亿元，预计到2030年将增长至人民币4,070亿元，2023年至2030年的复合年增长率为49.4%，根据灼识咨询。
BUSINESS OUR COMPETITIVE STRENGTHS Established Market Leader with Significant Commercial Success and Substantial Barriers We are a leading provider of ADAS and AD solutions for passenger vehicles, empowered by our proprietary software and hardware technologies. Our highly competitive ADAS and AD solutions with market-proven performance have become the go-to choices for many OEMs and tier-one suppliers. Such rapidly expanding commercialization has solidified our leading market position and established our branding that can drive and accelerate our growth in the future. The automotive industry holds strict quality standards to safeguard driver and passenger safety. Therefore, OEMs typically go through rigorous validation process to onboard suppliers to ensure product reliability, performance and adherence to top industry standards. As a result, it takes significant time and efforts to go through these challenges and prove a trust-worthy supplier. With our established reputation and track record of consistently delivering high-quality solutions, we managed to win the trust and confidence from OEMs, further solidifying their leading position. Leveraging our leadership position, we are expanding market share and winning more contracts. For example, in 2023 alone we obtained more than 100 new design-wins of car models. Capitalizing on our market position and reputation, we have successfully built our fortress and are well positioned to further benefit from it in the future. Such substantial barriers built upon our market position and reputation will keep propelling our business growth and widening our leadership. Localized Expertise in China Ensuring Our Leading Position Today and in the Future Our localized expertise in China is a core competitive advantage and serves as the bedrock of our future growth. According to CIC, China is the largest automotive market in the world in terms of sales volume in 2023. In the same year, China has the world's largest ADAS and AD market, driven by an increasing focus on vehicle safety, a growing preference for enhanced driving and riding experience, and an increasing amount of investment and support. The size of China's ADAS and AD solutions market has reached RMB24.5 billion in 2023 and is expected to grow to RMB407.0 billion by 2030, representing a CAGR of 49.4% from 2023 to 2030, according to CIC. Our commitment to understanding and addressing the unique challenges and opportunities in China ensures that we not only thrive in the present but also maintain a competitive edge in the future. Our localized expertise sets us apart from our competitors and ensures the competitiveness of our solutions in the ADAS and AD market in China. Our extensive research and development efforts, coupled with years of local business operations, have equipped us with insightful knowledge and practicable experience in designing our ADAS and AD solutions to address China's unique and challenging road conditions. We have a proven record of developing ADAS and AD solutions that are suited for deployment in China, as manifested by the fact that all top 10 Chinese OEMs have selected our solutions for mass production into their – 248 –
passenger vehicle models. In addition, with a dedicated team of professionals with valuable insights in China's automotive industry landscape, we are committed to providing exceptional on-the-ground customer support in China, differentiating from other ADAS and AD solution providers, particularly certain global competitors who lack local insights. Moreover, our in-depth understanding of the business and regulatory environment in China enables us to effectively navigate through complex regulatory landscape.
We have maintained a large base of blue-chip customers that are established leaders in the automotive industry. All top 10 Chinese OEMs have selected our solutions for mass production into their passenger vehicle models. Additionally, we have formed joint ventures with global industry giants such as Volkswagen Group, evidencing our position as a trusted partner in assisted and autonomous driving for passenger vehicles. In addition to OEMs, we have also formed strategic partnerships with global leading tier-one supplier customers such as Aptiv, Bosch, Continental, Denso and ZF. These customers and partners of ours represent the most advanced technology and largest scale production and are the most influential forces in leading the global smart vehicle transformation, keeping us at the leading edge of market evolution and reinforcing our role as a leading provider of ADAS and AD solutions for passenger vehicles.
We form a long-term relationship with our customers by deeply integrating our ADAS and AD solutions into their systems and partnering with them in the development of specific features to meet their needs. We believe such integration and collaboration ensure a symbiotic partnership that fosters loyalty and mutual success. As a result, our customers are inclined to maintain these relationships, given that the substantial interdependence renders the prospect of switching challenging and unlikely due to costs of system redesign and loss of customized functions.
We provide integrated ADAS and AD solutions encompassing algorithms, processing hardware and a suite of development tools. In solution design and development, we specialize in a software-hardware co-optimization approach. With our strong capabilities in both software and hardware, we are able to design hardware that better meets the evolving demands of software and algorithms in the automotive industry. Simultaneously, our sophisticated software and advanced algorithms can fully utilize the potential of our processing hardware to achieve optimal system-level performance. Leveraging such co-optimization, we are able to provide our customers with software-hardware integrated solutions which operate at optimal efficiency, high performance and minimal system latency.
The development, verification and testing of our solutions require years of dedicated research and engineering, strong algorithmic capabilities as well as deep industry know-how in hardware engineering and system integration. Our sophisticated algorithms are tailored for a wide range of complex driving scenarios and have received recognitions and awards from reputable journals and competitions in the industry for their outstanding efficiency and
此外，我们的商业模式还具有高度可扩展性。随着客户扩大生产规模，我们的业务随之与装配我们解决方案的车辆产量增长同步扩展。例如，理想汽车大幅增加了搭载我们解决方案的L系列车型的产量。
此外，在初步成功采用我们的解决方案后，客户往往会针对更多车型采用更多类别的我们的解决方案。这主要得益于我们为客户创造的卓越价值、切换至其他供应商所涉及的可观成本，以及主流整车厂所青睐的平台化设计理念——该理念促使整车厂将相同的解决方案应用于采用同一平台设计的所有车型。此外，我们还有机会销售更先进的解决方案。例如，比亚迪的乘用车消费者对不断提升驾驶自动化水平有着广泛需求。我们可凭借多元化的解决方案组合、高度协同且可扩展的商业模式，协助满足上述需求。通过与比亚迪的首次合作，我们深入了解了其在开发、生产及售后各阶段的定制化需求，并向比亚迪提供了高度令人满意的服务。比亚迪已与我们建立起战略性协同伙伴关系。我们与比亚迪的合作目前涵盖多个车辆平台上针对不同场景的各类驾驶自动化解决方案。在业绩记录期内，我们与比亚迪的设计定点数量大幅增长。
此外，我们的标准化解决方案组合及工具包能够满足不同整车厂针对不同车型的多样化需求。这使我们能够在无需投入额外开发资源的情况下迅速扩大生产规模，并高效响应新客户需求，从而进一步拓展业务。
我们的创始团队及执行团队由具有远见卓识的行业资深领导者组成，他们兼具技术专长、商业敏锐度与组织管理能力。我们的创始人已发表数百篇研究论文，获得数千次引用。他们于2013年主导发起了中国最早的自动驾驶项目之一，并凭借独到的战略洞察力与卓越的管理能力，引领我们的运营走向财务成功，这已在业绩记录期内的经营业绩中得到充分体现。
依托创始团队及执行团队丰富的经验积累，我们得以建立起经过验证的成功产品开发与商业化记录。他们应对不断演变的经营环境、执行战略举措的能力，对推动我们的增长发挥了关键作用。此外，我们能够吸引众多研发人才持续突破产品创新的边界，推动自动驾驶行业发展。
Integral to our success is our competitive mindset, characterized by pillars of innovation, meritocracy, transparency, and excellence. This mindset fosters an environment where creativity flourishes, ideas are valued, and high standards are upheld. It enables us to remain agile, innovative, and competitive, ensuring that we stay at the forefront of technological and commercial leadership.
Continue to Invest in Technology and Expand Our Solutions Portfolio to Capitalize on the Industry Tailwind
According to CIC, the industry will witness significantly growing customer demands for ADAS and AD solutions in terms of both volume and solution complexity. We plan to continue our investments in technology to capture such growth and meet customer needs. We are expanding our solutions portfolio, including developing more advanced AD solutions based on our next generation of hardware. Such hardware embodies an optimized architecture, augmented performance capabilities, higher safety standard and enhanced compatibility with more categories of sensors. We also intend to continue to invest in advanced algorithms and AD software applications that are co-designed and co-optimized with our new generation of hardware to further optimize system level performance. These advanced solutions are designed to achieve automation in comprehensive range of complex road conditions with high level of sophistication, providing drivers and passengers with a safer, more efficient and more comfortable experience.
We plan to deepen collaboration with our existing customers and implement our solutions on additional vehicle models of theirs. By becoming an essential partner for our OEM customers' global platforms, we not only strengthen our current relationships with them but also increase our prospects of winning further mass production contracts. We believe this approach ensures that our solutions become embedded within our OEM partners' products. At the same time, we can grow alongside with our OEM customers, aligning ourselves closely with their expansion plans and reinforcing our role as a trusted partner. We also plan to grow the size of our customer base through new design-wins from new customer, leveraging our current industry-leading position and technology know-how.
Building an ecosystem around our open, scalable and efficient platform has been a core part of our strategy. OEMs are increasingly favoring highly open, flexible and compatible platforms such as ours that facilitate them to customize and build products that best suit their design preferences. To that end, we will continue to enhance and broaden our development portfolio, such as OpenExplorer, TogetheROS and AIDI, and services to better support our customers and partners, enabling them to design, develop and mass produce their customized products in a faster and more cost-efficient manner.
我们计划继续努力从全球知名机构及业内同行中吸引顶尖技术人才，以增强我们在软件开发和硬件设计两方面的能力。我们还计划扩充现场工程团队，以提升客户服务能力，并加强与各生态系统参与者的关系。为进一步扩大业务规模、把握市场机遇并维护业务关系，我们计划扩大并强化销售和市场营销团队，以确保现有客户的满意度，同时积极探索从更多整车厂（OEM）及一级供应商处获取额外量产合同的机会。
我们将继续投入大量资源，开发更先进的解决方案，以实现更高级别的自动驾驶。截至2024年6月30日，我们的研发人员占员工总数的73.1%，充分体现了我们对创新的高度重视。
我们致力于帮助全球整车厂及一级供应商在中国及全球市场中提升竞争力。我们相信，凭借高度灵活且可扩展的商业模式，我们在中国整车厂中取得的成功同样可以复制至全球整车厂。包括我们的合作伙伴大众集团（Volkswagen Group）在内的众多全球整车厂，正在中国及全球范围内积极提升其高级驾驶辅助系统（ADAS）及自动驾驶（AD）能力。我们能够协助推动其车型升级，并加快其研发进程。这种协作模式将进一步深化我们的合作关系，并为我们带来全球范围内的行业影响力。
我们还计划通过与全球行业领军企业建立合作伙伴关系，开拓全球市场。日本、韩国和欧洲将是我们全球扩张的重点市场。经过初步的市场调研与探索，我们已在这些市场与全球行业领军企业建立战略及商业合作关系，并取得了实质性进展。例如，我们已与安波福（Aptiv）、博世（Bosch）、大陆集团（Continental）、电装（Denso）及采埃孚（ZF）等全球领先一级供应商建立长期合作及战略伙伴关系。我们与安波福就开发专为中国乘用车整车厂量身定制的全集成硬件与软件解决方案达成战略合作，相关解决方案已整合于2024年量产的车型中。我们正与博世合作，推进搭载我们下一代处理硬件的车型量产工作。我们与大陆集团通过合资企业联合开发下一代驾驶与泊车集成域控制器，该控制器将支持高级自动驾驶（L2+）及更高级别的自动泊车辅助功能。我们正与电装合作，推进搭载我们下一代处理硬件的车型量产工作。我们与采埃孚就开发采埃孚高性能计算平台解决方案达成战略合作，首款在我们协助下设计的采埃孚解决方案预计将于2024年面市。尽管我们目前与上述全球领先一级供应商的长期合作及战略伙伴关系主要面向中国市场，但我们认为，此类合作与伙伴关系将为我们提供宝贵的洞察与经验，
needs and expectations of global tier-one suppliers and global OEMs. This, in turn, will enhance our understanding of global market trends, industry demand and best practices in foreign regions where these global tier-one suppliers have significant influence, including Japan, South Korea and Europe. Therefore, we believe these partnerships pave the way for our market expansion in global regions and we will continue to explore such partnership opportunities with global industry leaders.
We offer a comprehensive portfolio of ADAS and AD solutions, namely Horizon Mono, Horizon Pilot, and Horizon SuperDrive, to address different customer needs from mainstream assisted driving to advanced levels of autonomous driving. Built through nine years of development, testing and iteration, our Horizon Mono and Horizon Pilot solutions have been successfully validated, commercialized and deployed on mass scale, and we are working with a handful of OEMs who plan to implement our Horizon SuperDrive solution. We strive to constantly improve our solution offerings for the best experience of our customers and end customers.
We act as a tier-two supplier in the industry supply chain and generate the vast majority of our revenue from the sale of ADAS and AD solutions to OEMs and tier-one automotive suppliers as well as the corresponding licensing and services. Our customers under the product solutions segment are primarily OEMs and tier-one suppliers. We record revenue primarily from sale and delivery of our ADAS and AD solutions ("Solution Delivery Model") and/or providing licensing and related services ("Licensing and Service Model") to our customers.
Under Solution Delivery Model, we generate revenue from the sale and delivery of our solutions, which combine our self-developed processing hardware with proprietary algorithms and software, to OEMs and tier-one suppliers. The price of each product solution depends on the complexity and amount of algorithm and software involved, as well as the type and quantity of processing hardware integrated. Within product solutions, we allow our customers to choose any solution or any combination of components in our whole stack offerings from algorithms, software, processing hardware to development toolkit, with multiple adaptable components usually provided as a package, and customers are charged the package price instead of on a standalone basis.
With respect to Licensing and Service model, we generate revenue from licensing algorithms and software and delivering relevant codes and design manual to customers for licensing fee, enabling them to develop their own ADAS and AD applications. We typically charge licensing fees in a pre-determined fixed amount based on the complexity, advancement and variety of algorithms, software and development toolkits involved. In less common cases, we charge recurring royalties referenced to the quantity of mass-produced vehicles based on similar factors. We maintain a large pool of codes of algorithms and software of our ADAS and AD solutions that we can license under an open platform or white box approach. Our customers
have the flexibility to select algorithm and/or software of their needs and integrate such intellectual properties into their products to achieve desired ADAS and AD functions. In addition to licensing, we also provide design and technical services to customers for a fee, helping our customers achieve customized ADAS and AD functions. Our service fees are generally set with reference to expertise and number of engineers involved, duration, complexity of work and functionalities developed. See "— Licensing and Services" for further details and "Industry Overview — Overview of the ADAS and AD Solutions Market — Open Platform and Close Platform" for features of the open platform approach.
We build our solutions with the philosophy of software and hardware co-optimization. Such key philosophy underpins our product design and technology, differentiating our solutions in terms of performance, efficiency and openness. Our software serves as the foundation of our solutions, of which algorithms, BPU, OpenExplorer, TogetheROS and AIDI each plays an important role and works seamlessly to empower our solutions. We adopt a highly flexible and scalable business model. We allow our customers to choose any solution or any combination of components in our whole stack offerings from algorithms to application software and development tools and to processing hardware. Such business model has also helped us continuously acquire new customers and expand market share.
We frequently and consistently interact with OEMs regarding their solution needs and generally receive visibility, typically a few years in advance, regarding the functions of solutions as well as budget and number of vehicle models expected to incorporate our solutions. We price our solutions based on specific customer needs and solution value. When we provide solutions to various customers, including both OEMs and tier-one suppliers, we remain flexible in combination of offerings. Our customers often prefer to work with open-platform and to choose flexible combinations like those we offer. More specifically, OEMs often seek to develop new products in tandem with solution providers, with an intention to build highly differentiated and customized products based on our flexible offerings, while minimizing the risks of unsuccessful deployment and commercialization. As of the Latest Practicable Date, all of the top 10 Chinese OEMs have selected our solutions for mass production into their passenger vehicle models. The following chart sets forth our business collaboration flow of ADAS and AD solutions with our customers, suppliers and ecosystem partners.
| | OEMs | ADAS and AD systems integration | |---|---|---| | Customers | Product solutions & License and services(2) | | | | Payments(1) | Payments |
**(1)** Our customers procure our product solutions, the price of which depends on the type of algorithm and software involved, as well as the type and number of processing hardware integrated, or pay service fees, based on type of services and the amount of personnel or resources involved.
**(2)** We sell and deliver our product solutions, which combine our self-developed processing hardware with proprietary algorithm and software, or license our algorithm, software and development toolkits to our customers, enabling them to develop their own applications catering to specific needs. Our customers, including tier-one suppliers and OEMs, may choose to purchase an entire solution from us, or licensing in our software or algorithm to develop products of their own. Generally, OEMs purchase our solutions for deployment on their passenger vehicles, and tier-one suppliers purchase our solutions to integrate with their products for further deliveries to OEMs.
**(3)** We engage Supplier A, an industry leading semiconductor manufacturer, as the manufacturer of our processing hardware for our product solutions. We place actual orders according to our business needs. We make prepayments to Supplier A prior to shipment.
**(4)** Upon completion of the manufacturing process, Supplier A then typically transports the completed interim products to Supplier C, our assembly and testing provider. Supplier C completes the manufacturing of processing hardware as a typical outsourced assembly and testing vendor and delivers the completed products to us.
**(5)** Supplier C issues bills based on their assembly and testing progress, and we make payment accordingly.
**(6)** We in-license certain third-party IPs such as interface, hardware functioning block and electronic design automation tools from IP and EDA vendors.
**(7)** Depending on the particular in-license, we either pay pre-determined license fees for in-licensed IP and EDA or services fees along with in-licensing arrangement, or royalties on a price-per-unit basis for every processing hardware.
**(8)** We procure data storage facilities and cloud services from notable IT vendors in the industry. Data storage facility providers supply us secure and stable data storage environment. Cloud service suppliers provide pre-built functionalities and services that we can integrate into our development needs.
**(9)** Depending on the services we used, we pay IT service fee to IT vendors.
We offer ADAS and AD solutions that perceive and process surrounding inputs, and deliver strong processing capabilities and efficiency. Our ADAS and AD solutions combine a series of software and hardware to improve driving experience, keeping drivers and passengers safe and making trips more comfortable and more enjoyable.
Horizon Mono is our active safety ADAS solution designed to improve daily driving safety and comfort. Globally, we were the first to launch an 8-megapixel monocular vision-only ADAS solution, and is still the only provider of this offering among Chinese providers, according to CIC. Horizon Mono can identify various objects, such as pedestrians, vehicles, roads and traffic signs. It provides active safety functions such as automatic emergency braking (AEB) and intelligent high beam (IHB) to improve passenger and road-user safety, as well as comfort functions such as adaptive cruise control (ACC), lane centering control (LCC), intelligent cruise assist (ICA) and traffic jam assist (TJA) to improve driving experience. According to CIC, we are the largest Chinese ADAS solution provider with a market share of 21.3% in 2023, in terms of ADAS installation volume to Chinese OEMs in China.
Horizon Mono is supported by our proprietary software portfolio and processing hardware. The number and choice of processing hardware may differ based on specific customer needs. Horizon Mono can work with third-party sensors to provide front view perception and support the qualifications of E-NCAP (2023) and C-NCAP (2024) five star ratings, representing industry-leading safety capabilities as of December 31, 2023, according to CIC. In addition, Horizon Mono can reach a successful rate of 90% for common traffic sign recognition in China, 95% for speed limit traffic sign in the EU and 98% for speed limit traffic sign in pan-European countries, Southeast Asia and South America. Moreover, up to the speed of 130 kph, Horizon Mono can support ACC for comfortable speed adjustments in response to real-time traffic conditions. Horizon Mono also supports detection of unconventional vehicles such as three-wheeled electric vehicles, elderly mobility scooters and delivery vehicles that are prone to tipping over or rolling over. Horizon Mono can also integrate 360-degree fisheye perception for APA. Our Journey 2 or Journey 3 processing hardwares are currently embedded in Horizon Mono.
| **Horizon Mono Solution** | **Illustration of Selected Functions** | **A Typical Sensor Configuration\*** | |---|---|---| | Vision Sensors | Automatic Emergency Braking | | | Radar (Optional) | | | | ADAS Algorithm and Software | Adaptive Cruise Control | | | Processing Hardware | | |
地平线单目（Horizon Mono）于2020年开始首次量产，此后经过多次升级迭代。地平线单目（Horizon Mono）基于我们的自研处理硬件及第三方传感器构建，能够提供主流ADAS功能。凭借这些功能，地平线单目（Horizon Mono）可降低驾驶员的压力与疲劳程度，提升其对周围环境的感知能力，促进更安全的驾驶行为，并增强驾驶信心。此外，依托我们对本地市场的深厚了解与洞察，地平线单目（Horizon Mono）经过专门设计，能够更好地适应中国独特的道路场景。同时，我们的地平线单目（Horizon Mono）解决方案可随我们处理硬件的升级而持续演进，并可配置不同的传感器组合，以满足客户的多样化需求。截至2023年12月31日，地平线单目（Horizon Mono）已被逾200款OEM车型所采用，其中包括众多行业畅销车型。
地平线领航（Horizon Pilot）是我们的高速公路导航辅助驾驶（NOA）解决方案，归类为AD解决方案，旨在提供安全、高效的驾驶体验。除增强型主动安全功能外，地平线领航（Horizon Pilot）还能执行更高级别的任务，包括自动匝道上下道、拥堵路段自主并道与驶出、自动变道、高速公路自动驾驶等。这些功能显著提升了终端用户的驾乘体验，尤其适用于长途通勤场景。与此同时，地平线领航（Horizon Pilot）还提供高级泊车功能，如自动泊车辅助（APA）及代客泊车辅助（VPA）。
地平线领航（Horizon Pilot）解决方案的设计目标是赋能车辆，使其具备支持欧洲NCAP（2023年）及中国C-NCAP（2024年）五星标准资质认定的功能。此外，地平线领航（Horizon Pilot）在平均交通流量下可实现逾200公里的安全MPI，并在复杂交通条件下实现高性能MPI。MPI即每次人工干预行驶里程（miles per intervention），是衡量车辆在需要人工干预或驾驶员接管前能够自主行驶距离的性能指标。根据CIC的资料，上述MPI水平代表行业领先的NOA能力。此外，地平线领航（Horizon Pilot）能够覆盖中国全国范围内的高速公路。
| 地平线领航（Horizon Pilot）解决方案 | 部分功能示意 | 典型传感器配置* | |---|---|---| | ADAS/AD算法与软件 | 自动匝道上下道 | 视觉传感器 | | 处理硬件 | 自动变道 | 雷达 | | | 自动泊车辅助 | | | | 代客泊车辅助 | |
截至2023年12月31日，地平线领航（Horizon Pilot）已被逾25款车型所采用。例如，理想汽车（Li Auto）旗舰六座家用SUV理想L9 Pro即搭载了我们的地平线领航（Horizon Pilot）解决方案。该解决方案利用我们的处理硬件与第三方传感器，能够实现以视觉为核心的360度感知能力，从而对周围交通环境及参与者进行更精准、及时的检测。搭载地平线领航（Horizon Pilot）后，理想L9 Pro在高级驾驶辅助功能方面表现更为流畅，并提供高速点对点导航辅助、自动变道、自动匝道上下道、智能巡航控制及自动泊车辅助等丰富功能。地平线领航（Horizon Pilot）助力理想L9、理想L8及理想L7系列车型在当前中国市场销量方面确立了领先智能汽车的市场地位。
Horizon SuperDrive是我们预计由最先进处理硬件赋能的自动驾驶（AD）解决方案。Horizon SuperDrive理论上支持高级别自动驾驶，具备高达L4级别的功能。其设计旨在无需驾驶员输入即可感知周围环境并作出决策，在所有城市、高速公路及泊车场景中实现流畅、拟人化的自动驾驶功能，在符合当地法规的前提下支持更高级别的驾驶自动化。该系统预计能够以高度精密的方式应对各类复杂路况，为驾驶员和乘客提供更安全、更高效、更舒适的驾乘体验。我们相信Horizon SuperDrive处于驾驶创新的前沿，能在符合监管标准的前提下灵活处理高级自动化任务。它能自主执行特定驾驶功能，例如在交通拥堵中从容穿行，并提供既自信又具有吸引力的驾驶方式。
Horizon SuperDrive内嵌技术旨在无需驾驶员长时间介入即可驾驭复杂城市环境及不利条件，例如城市早晚高峰期的暴雨天气。这为所有乘员确保了精细、高效、安全的驾驶体验。
截至最新实际可行日期，我们正与少数计划采用Horizon SuperDrive解决方案的整车厂（OEM）开展合作。我们致力于持续扩展Horizon SuperDrive的运行域，提升其驾驶性能，以更流畅、更轻松的驾驶风格以及与道路参与者更拟人化、更果断的交互为特色。例如，在拥堵场景中，搭载Horizon SuperDrive的车辆可基于对周围车辆行为的精准感知与预测，在车道间无缝变道并高效切入以超越其他车辆。在繁忙路口，Horizon SuperDrive能够以果断的方式与其他道路参与者互动，安全完成无保护左转和右转。其他功能还包括：流畅执行障碍物规避、温和拟人化制动、动态车速控制、对周围环境的快速响应、增强型自动泊车辅助（APA）和代客泊车（VPA）功能等。
| Horizon SuperDrive解决方案 | 部分功能示意 | |---|---| | 典型传感器配置* | 变道切入 | | | 环形交叉口果断交互 | | | 无保护左转 | | | 平顺绕障 | | 视觉传感器 | | | 毫米波雷达 | | | 激光雷达 | | | AD算法与软件 | | | 处理硬件 | |
Horizon SuperDrive自动驾驶系统采用基于BEV（鸟瞰视角）Transformer的端到端感知架构，以更准确地表征物理世界，尤其提升了对城市挑战（如遮挡感知）的响应能力。该架构将动态网络、静态网络与占用网络融合为一体，构建全面的感知系统，增强车辆对环境的理解，同时降低处理负荷、提升效率。其BEV框架支持自适应多尺度感知，并优化不同感知范围内的资源分配，改善近距离和远距离目标的感知能力，满足多样化规格需求。Horizon SuperDrive不采用基于规则的规划方法，而是设计为模仿人类驾驶行为，从而确保可解释性与实用性。凭借增强的交互式预测与规划能力，Horizon SuperDrive赋予车辆拟人化的决策能力，以灵活应对复杂交通状况。
除ADAS和AD解决方案外，我们还为乘用车提供汽车座舱内解决方案，基于输入信息更好地理解驾驶员和乘客并与其进行交互，使旅途更加舒适和娱乐化。我们的座舱内解决方案能够感知多模态输入，例如语音指令。基于这些输入，它与人类进行交互以满足用户在安全、舒适和娱乐方面的需求。在安全方面，我们的座舱内解决方案可在必要时提醒驾驶员休息。在舒适功能方面，我们的座舱内解决方案可帮助用户控制车窗、灯光和空调，使车辆控制更便捷，旅途更愉快。
于业绩记录期间，我们来自汽车解决方案的收入分别为人民币4.102亿元、人民币8.011亿元、人民币14.704亿元、人民币3.450亿元及人民币9.131亿元，分别占我们2021年、2022年及2023年以及截至2023年6月30日止六个月及截至2024年6月30日止六个月总收入的87.9%、88.5%、94.8%、92.9%及97.7%。
我们来自汽车解决方案的收入由产品解决方案收入及许可与服务收入组成。于业绩记录期间，来自产品解决方案的收入于2021年、2022年及2023年以及截至2023年6月30日止六个月及截至2024年6月30日止六个月分别为人民币2.081亿元、人民币3.193亿元、人民币5.064亿元、人民币1.923亿元及人民币2.223亿元，分别占同期我们总收入的44.6%、35.3%、32.7%、51.8%及23.8%。于业绩记录期间，来自许可与服务的收入于2021年、2022年及2023年以及截至2023年6月30日止六个月及截至2024年6月30日止六个月分别为人民币2.021亿元、人民币4.818亿元、人民币9.640亿元、人民币1.527亿元及人民币6.908亿元，分别占同期我们总收入的43.3%、53.2%、62.1%、41.1%及73.9%。
下表列示按汽车产品解决方案类型划分的若干运营数据明细，该等数据来源于我们的运营系统。随着我们的解决方案产品组合于业绩记录期间不断演变，我们根据销售合同及╱或运营系统中的内部销售记录，将所有与ADAS相关的产品解决方案收入及处理硬件交付量归入地平线征程（Horizon Mono），将所有与AD相关的产品解决方案收入及处理硬件交付量归入地平线旭日（Horizon Pilot），其余归入"其他"，而非依据客户对我们解决方案的最终安装情况进行分类。我们于2024年4月推出地平线超驾（Horizon SuperDrive），于业绩记录期间及直至最后实际可行日期均未产生任何收入。通常情况下，我们的客户在与我们签订协议时，会告知我们其所需的最终应用，即与ADAS或AD相关的产品。然而，部分客户仍有可能根据其实际需求进行调整，且该等客户并无义务就任何应用变更通知我们。我们的客户对于何时以及如何将我们的解决方案安装至其乘用车及╱或产品拥有最终决定权。例如，理论上，整车厂（OEM）可将多个嵌入地平线征程解决方案的处理硬件组合，并与AD算法及软件集成，以实现地平线旭日的功能。在此情况下，除非客户告知我们变更情况，否则我们将记录多套地平线征程销售，而非一套地平线旭日销售。此外，一级供应商可能会将订购的解决方案进一步加工为其自有产品，以满足整车厂的特定需求，其最终应用可能与初始订单有所不同。
| | 截至12月31日止年度 | | | | | | 截至6月30日止六个月 | | | | | |---|---|---|---|---|---|---|---|---|---|---|---| | | 2021年 | | | 2022年 | | | 2023年 | | | 2023年 | | | 2024年 | | | | | 地平线征程 (Horizon Mono) | 地平线旭日 (Horizon Pilot) | 其他(1) | 地平线征程 (Horizon Mono) | 地平线旭日 (Horizon Pilot) | 其他(1) | 地平线征程 (Horizon Mono) | 地平线旭日 (Horizon Pilot) | 其他(1) | 地平线征程 (Horizon Mono) | 地平线旭日 (Horizon Pilot) | 其他(1) | 地平线征程 (Horizon Mono) | 地平线旭日 (Horizon Pilot) | 其他(1) | | 汽车产品解决方案收入(2)（人民币千元） | 104,514 | 1,214 | 102,355 | 181,857 | 46,061 | 91,394 | 263,318 | 182,659 | 60,409 | 91,358 | 81,270 | 19,670 | 108,198 | 100,015 | 14,051 | | 占汽车产品解决方案收入的百分比 | 50.2% | 0.6% | 49.2% | 49.2% | 14.4% | 28.6% | 52.0% | 36.1% | 11.9% | 47.5% | 42.3% | 10.2% | 48.7% | 45.0% | 6.3% | | 占总收入的百分比 | 22.4% | 0.3% | 21.9% | 20.1% | 5.1% | 10.1% | 17.0% | 11.8% | 3.9% | 24.6% | 21.9% | 5.3% | 11.6% | 10.7% | 1.5% | | 处理硬件交付量（千件） | 566(3) | 3 | 355 | 1,081 | 98 | 468 | 1,673 | 274 | 666 | 602 | 108 | 754 | 763 | 157 | 636 | | 平均售价 | 185 | 432 | N/A(4) | 168 | 468 | N/A(4) | 157 | 322 | N/A(4) | 152 | 754 | N/A(4) | 142 | 636 | N/A(4) |
(1) "其他"包括与提供ADAS及╱或AD解决方案无关的产品解决方案，包括（其中包括）汽车座舱内解决方案、未搭载专门针对我们ADAS及AD解决方案应用而定制的算法和软件的原始处理硬件销售，以及其他杂项。
(2) 业绩记录期间来自汽车产品解决方案的收入来源于我们的运营系统，以运营数据而非财务数据呈列，且未经我们的汇报会计师审计。
(3) 各期间地平线征程及地平线旭日的平均售价等于相应期间各类型汽车产品解决方案收入除以相应汽车产品解决方案处理硬件交付量。
(4) 标注为"N/A"，原因在于"其他"涵盖多种杂项，均非我们核心业务重点，导致所计算的平均售价各期间波动显著，无法有效反映"其他"的实际性质。
Our revenue of automotive product solutions derived from Horizon Pilot amounted to RMB1.2 million, RMB46.1 million, RMB182.7 million, RMB81.3 million and RMB100.0 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. This increase is attributable to increased demand for AD solutions. See "Financial Information — Discussion of Results of Operations" for details. Additionally, the average selling price for Horizon Pilot, which equals the revenue by Horizon Pilot divided by the delivery volume of processing hardware of Horizon Pilot during the respective period, increased from RMB355 per unit of processing hardware in 2021, to RMB468 per unit of processing hardware in 2022, and further to RMB666 per unit of processing hardware in 2023 as we continue to refine our AD solutions and introduce advanced features with better system performance and higher efficiency. The average selling price for Horizon Pilot decreased from RMB754 per unit of processing hardware for the six months ended June 30, 2023 to RMB636 per unit of processing hardware for the six months ended June 30, 2024 as we strategically lowered the pricing of Horizon Pilot during the first half of 2024 to gain additional market share in the AD solutions market.
Our revenue of automotive product solutions derived from Horizon Mono amounted to RMB104.5 million, RMB181.9 million, RMB263.3 million, RMB91.4 million and RMB108.2 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. Such growth is attributable to increased demand for ADAS solutions. See "Financial Information — Discussion of Results of Operations" for details. The average selling price for Horizon Mono, which equals the revenue by Horizon Mono divided by the delivery volume of processing hardware of Horizon Mono during the respective period, decreased from RMB185 per unit of processing hardware in 2021, to RMB168 per unit of processing hardware in 2022, and further to RMB157 per unit of processing hardware in 2023 and from RMB152 per unit of processing hardware for the six months ended June 30, 2023 to RMB142 per unit of processing hardware for the six months ended June 30, 2024, as we strategically lowered the pricing for our Horizon Mono to gain additional market share in the ADAS solutions market. Our market share among ADAS solutions providers to Chinese OEMs in China, by installation volume, increased from 21.3% in 2023 to 35.9% in the first half of 2024, according to CIC.
The remaining revenues, which are categorized as "others", refer to revenue from automotive product solutions that are not core to our businesses, which is evidenced by their decreasing percentage of total revenue of 21.9%, 10.1%, 3.9%, 5.3% and 1.5% in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. The relatively large revenue contribution from others in 2021 was primarily attributable to revenue generated from automotive in-cabin solutions. Such automotive in-cabin solutions address various human-machine-interaction scenarios by capturing in-cabin sensory information to better understand and interact with drivers and passengers. As we increasingly focus on ADAS and AD solutions, the revenue contribution from automotive in-cabin solutions decreased accordingly. For seasonality factors affecting our results of operations for product solutions, see "Financial Information — Seasonality."
We also offer non-automotive solutions for our customers, such as OEMs of home appliances and distributors. Our non-automotive solutions enable device manufacturers to design and manufacture devices and appliances, such as lawn mowers, fitness mirrors, and air purifiers, emphasizing on scenarios and applications in home services and with enhanced levels of intelligence, leading to better user experience. Our non-automotive solutions enjoy significant synergies with our automotive solutions, and are underpinned by our technological capabilities in software, algorithms and hardware. Nonetheless, despite sharing similar components in processing hardware such as BPU, the algorithms and software underpinning our non-automotive solutions are different from that of our automotive solutions, which are more consumer-oriented with a focus on performance and application in home service and other recreation scenarios, without the fulfillment of automotive-grade requirements. Our non-automotive solutions include perception algorithms that enable devices to recognize and interact with its surrounding environment and plan routes, as well as processing hardware that provides efficient and effective support. During the Track Record Period, we generated revenue
from non-automotive solutions of RMB56.6 million, RMB104.5 million, RMB81.2 million, RMB26.5 million and RMB21.5 million accounting for 12.1%, 11.5%, 5.2%, 7.1% and 2.3% of our total revenue in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively.
In addition to sale and delivery of our automotive product solutions, we license algorithms and software to customers and deliver relevant codes and design manual for licensing fee and royalties, and provide design and technical services to customers for service fee. The following set forth salient terms of typical licensing and service agreements with our customers:
• Payment terms: we collect milestone payments from our customers, and key milestones typically include signing of agreement, delivery of intellectual property or technical information, and start of production (if applicable).
• Termination: agreements may be terminated upon one party's material breach of obligations, upon fulfillment of parties' obligations, or upon mutual consent.
After signing a licensing agreement, we typically engage in a process of organizing and processing various codes of algorithms and software based on the specific needs of the customer. This involves the packaging of codes, referring to the process of organizing and bundling code into a structured format for distribution, reuse, or deployment, and we tailor the package to exclude irrelevant codes. After packaging the specified codes, we deliver it to customers through predetermined secured and encrypted channels. Upon receiving the codes, customers conduct their own acceptance procedures, ensuring completeness, consistency and effectiveness of packaging in accordance with their needs. Subsequently, customers typically provide feedback, confirming receipt and acceptance of the relevant codes. This feedback serves as the basis for addressing the fulfillment of performance obligations and confirming revenue recognition at the corresponding points in time. Our customers will then implement the package of codes received into their own solutions and/or vehicle models throughout the term of the licensing agreement, which commonly spans over a period of up to ten years. We generally include an automatic renewal clause under the same fee rate in our licensing agreement, which allows extension of term for one year per extension, subject to termination procedure upon mutual consent.
We continuously develop, upgrade and introduce new algorithms and software to the market to stay at the forefront of the industry. Therefore, although the right to use our licenses may last for years and the licensed codes are usually not restricted to any particular car models under our open platform approach, our customers may license additional and more advanced intellectual properties from us. Technology development and iteration in our industry are rapid, and our customers may need to regularly procure new licenses for algorithms and software to stay competitive in the dynamic market. This provides us with opportunities to license our intellectual property and offer technology services to them incrementally. For instance, one of our top customers initially requested licenses for ADAS solutions' algorithms and software, and later procured more sophisticated AD solutions' algorithms and software from us to elevate its autonomous driving functionalities. The growth and sustainability of our licensing revenue stream depends on our ability to (i) introduce our algorithms, software and development toolkits to new customers, (ii) cross sell additional intellectual properties to our existing customers and (iii) continuously develop and introduce new technology to existing and new customers. We will continue to leverage our existing intellectual property library and develop new IPs to gain new license contracts with both existing and new customers.
| Customer | Description | Contract Value | Duration | |---|---|---|---| | **For the year ended December 31, 2023** | | | | | CARIZON(1) | See "Our Partnership with Volkswagen Group – CARIZON – Our Joint Venture with Volkswagen Group" | | | | Customer 22S1 | A Chinese tier-one supplier headquartered in Beijing | RMB79.5 million | Until all rights and obligations have been performed | | **For the year ended December 31, 2022** | | | | | Customer 22L1 | A Chinese OEM headquartered in Shanghai | RMB1,017.0 million | Long term (without specific termination date) | | | | RMB50 million | Long term (without specific termination date) |
The following table sets forth our largest licensing project and largest service project in terms of revenue contribution in each year/period during the Track Record Period.
| Customer | Background | Contract Value (inclusive of VAT) | Contract Duration | Selected Functions Realized/Services Provided | Payment Terms | Delivery Time | Revenue | Gross Profit | |---|---|---|---|---|---|---|---|---| | **For the year ended December 31, 2021** | | | | | | | | | | Customer 21L1 | a Chinese OEM headquartered in Chongqing | RMB52.0 million | Long term (without specific termination date) | ACC, LCC, ICA, TJA, among other functions based on front view perceptions | By milestone, including upfront payment, delivery payment and balance payment | 2021 and 2022 | RMB52.0 million in 2021, RMB5.8 million in 2022 | RMB52.0 million in 2021, RMB5.3 million in 2022 | | Customer 21S1 | a Chinese OEM headquartered in Shanghai | RMB22.3 million | Long term (without specific termination date) | Assist the customer in its development and adoption of perception solutions | By milestone, including upfront payment, payment of delivery and SOP payment | 2021, 2022 and 2023 | RMB22.3 million in 2021, RMB1.8 million in 2022 and RMB3.9 million in 2023 | RMB20.6 million in 2021, RMB1.7 million in 2022 and RMB3.9 million in 2023 | | **For the year ended December 31, 2022** | | | | | | | | | | Customer 21S1 | a Chinese OEM headquartered in Shanghai | RMB61.3 million | 10 years | Front view, side view and surround view perceptions algorithms as well as ADAS and NOA related algorithms and software | By milestone, including upfront payment, payment of delivery and SOP payment | 2022 | RMB75.0 million in 2022 | RMB47.2 million in 2022 | | [Service Customer] | — | RMB29.7 million | Long term (without specific termination date) | Assist the customer in developing ADAS functions | Upon completion of acceptance procedures | 2022 | RMB68.3 million in 2022 | RMB46.4 million in 2022 | | **For the year ended December 31, 2023** | | | | | | | | | | CARIZON(1) | see "Our Partnership with Volkswagen Group – CARIZON – Our Joint Venture with Volkswagen Group" | RMB1,017.0 million | Long term (without specific termination date) | Enhanced highway NOA and urban NOA | By milestone, including payment of delivery, balance payment and upon completion of acceptance procedures | 2023 and 2024 | RMB271.9 million in 2023 and RMB327.2 million for the six months ended June 30, 2024 | RMB271.7 million in 2023 and RMB327.0 million for the six months ended June 30, 2024 | | CARIAD (China) Co., Ltd. | an affiliate of Volkswagen Group and CARIAD Estonia AS, which is one of our Pre-IPO investors, headquartered in Beijing | RMB184.4 million | Until all rights and obligations have been performed | Assist the customer in developing localized ADAS solutions tailored for the China market | Upon completion of acceptance procedures | 2023 | RMB174.0 million in 2023 | RMB120.2 million in 2023 | | **For the six months ended June 30, 2024** | | | | | | | | | | CARIZON(1) | see "Our Partnership with Volkswagen Group – CARIZON – Our Joint Venture with Volkswagen Group" | RMB1,017.0 million | Long term (without specific termination date) | Enhanced highway NOA and urban NOA | By milestone, including payment of delivery, balance payment and upon completion of acceptance procedures | 2023 and 2024 | RMB271.9 million in 2023 and RMB327.2 million for the six months ended June 30, 2024 | RMB271.7 million in 2023 and RMB327.0 million for the six months ended June 30, 2024 | | [Service Customer] | — | RMB28.58 million | Long term (without specific termination date) | Assist the customer in technical evaluation of NOA solution tailored for China market | Upon the completion and full delivery of services | 2024 | RMB22.9 million for the six months ended June 30, 2024 | RMB17.2 million for the six months ended June 30, 2024 |
Note: (1) During the Track Record Period, in addition to the projects as disclosed, we also entered into one other project with CARIZON. Revenue recognized from such project amounted to RMB181.4 million and RMB19.9 million in 2023 and for the six months ended June 30, 2024, respectively. Gross profit recognized from such project amounted to RMB181.4 million and RMB19.9 million in 2023 and for the six months ended June 30, 2024, respectively.
See "Financial Information — Material Accounting Policy Information and Estimates — Revenue Recognition — Automotive Solutions — License and Services" for details regarding revenue recognition of our license and services.
BUSINESS 我们的技术 软硬件协同优化方法 我们在解决方案的设计和开发中专注于软硬件协同优化方法。凭借我们在软件和硬件方面的强大能力，我们能够设计出更好地满足汽车行业软件和算法不断演变需求的硬件。与此同时，我们先进的算法和复杂的软件能够充分发挥我们处理硬件的潜力，以实现最优的系统级性能。借助这种协同优化，我们能够为客户提供具有最优效率、高性能和最低系统延迟的产品和解决方案。
我们的软硬件协同优化方法使我们有别于竞争对手。我们拥有独特的技术能力组合：我们不仅具备顶尖的软件和算法能力，包括ADAS和AD算法框架、算法趋势分析以及有效算法储备，还具备设计架构并对处理硬件进行优化的能力。此外，我们拥有汽车工程能力和深厚的量产行业经验。这使我们能够解决ADAS和AD解决方案量产所面临的挑战并纳入相关要求，为客户提供定制化服务，帮助其实现产品性能优化并提升竞争力。以下所有技术支柱均为自主研发。
算法 算法在软硬件协同优化方法中发挥着举足轻重的作用。我们对软件套件的强大支持是开发行业领先产品的基础，其中尤以算法为重。在对行业演变趋势深刻洞察的指引下，我们在算法开发上投入了大量资源，以提升我们的解决方案并使客户受益。此外，我们的算法也可直接实现商业变现，因为我们灵活的商业模式允许客户将算法作为独立模块采购，或与我们技术栈中的其他组件联合采购。下图列示了我们端到端自动驾驶框架的各模块：
BUSINESS 我们完整的算法能力栈足以涵盖不同级别ADAS和AD开发的需求，包括感知、环境建模、规划与控制、驾驶应用用户功能等前沿处理算法。感知算法栈支持对不同国家和地区数百种不同类型的交通元素、道路使用者及各类障碍物进行精准检测与识别。环境建模整合了环境中各类目标、道路元素和障碍物的位置、速度、形状等信息及其相互关系。通过环境建模，自动驾驶系统能够实时理解车辆周围情况；规划与控制算法栈旨在支持高速公路、城区及停车场等多种场景下的众多功能，展示了有效应对复杂交通动态和困难道路条件的能力。驾驶应用的各类用户功能基于标准能力构建，包括ACC、LKA、APA、NOA、AEB等。
当前自动驾驶算法的主流架构采用BEV Transformer以及从感知到预测的端到端方式。尽管这些技术提供了更高的精度，但往往难以在嵌入式计算平台上满足所需的延迟要求。为应对这一挑战，我们组建了一支由算法专家组成的团队，他们对算法和处理架构均有深入理解。这种跨学科专业知识的融合使他们能够设计出既与我们的硬件配置完美契合、又能促进这些高精度算法快速部署的模型结构。
我们在算法方面的专业能力也获得了知名期刊和行业竞赛的认可与奖励。凭借对ADAS和AD技术发展的长期洞察和深刻理解，我们相信我们的算法具备良好条件，可帮助我们保持技术前沿，并设计出整体性的汽车ADAS和AD解决方案。
BPU BPU（脑处理单元，Brain Processing Unit）是我们专为汽车应用（包括ADAS和AD功能）量身定制的专有处理架构。我们凭借对软件开发、算法趋势和处理架构的深刻理解开发了BPU，以在能效、性能和成本方面取得出色成果。以软硬件协同设计和协同优化为核心，我们的BPU兼具性能效率、编程灵活性和易用性。我们的BPU还具有多功能且可定制的基础元素，使客户能够跟上算法创新的步伐。我们能够将BPU作为独立模块进行商业化，包括通过IP授权方式。
我们开发了BPU，以解决传统处理架构的限制，因为先进复杂算法的性能水平往往受到运行这些算法的处理硬件的处理能力和功耗效率的制约。这种制约在ADAS和自动驾驶技术领域尤为突出，因为智能汽车需要通过处理大量多模态输入来实现持续、准确的实时态势感知。智能汽车的ADAS和自动驾驶功能还需要同时处理不同类型的信息，例如目标提取、检测和分割等。这些限制和需求要求一个具有足够强大处理能力、高功耗效率、成本效益及低延迟的高性能处理平台。为满足上述需求，BPU专门针对算法性能提升而设计和开发。BPU协同优化并充分发挥软件（如编译器）与硬件（如处理架构）的协同效应，以最大化性能、最小化延迟为目标。
• BPU还有助于实现高度软件并行性，在最小化功耗的同时提升处理硬件内存利用效率。
我们于2024年4月发布了下一代征程6（Journey 6）处理硬件，该产品基于我们最新的BPU架构Nash。征程6处理硬件预计将为业界最新主流算法架构（包括BEV Transformer）提供理想支持。包括感知、规划与决策及控制在内的完整ADAS和自动驾驶功能全栈处理任务，预计均可通过单颗征程6处理硬件实现。与前代处理硬件相比，征程6在性能和功耗效率方面均有所提升。截至最后实际可行日期，征程6尚未搭载于任何客户的量产乘用车型。
OpenExplorer是一款灵活的开发工具包，包含丰富的示例算法、模型、开发框架和工具链。它确保算法能够在征程系列处理硬件上准确高效地部署，与我们的处理硬件形成协同效应，并为我们带来更多销售机会。借助软硬件协同优化，该工具包提升了先进算法的性能，并大幅降低了适配和微调算法以实现量产的工程工作量。在OpenExplorer中，我们提供参考算法，以帮助加速客户和合作伙伴量产解决方案的开发与优化，降低自研算法的开发门槛，并为客户创造显著价值。该工具包还包含针对现代硬件优化的网络架构示例，为调优和设计高效算法提供基础。同时，它还在BEV融合、目标检测和自由空间分割等关键领域提供最佳实践，助力量产模型的开发。我们标准化的工具源自丰富的调试和调优经验，使用户能够独立完成优化并有效推进量产工程化。
在业绩记录期间，我们吸引了众多客户，他们借助OpenExplorer开发工具包开发可在我们处理硬件上运行的算法。
TogetheROS是一款安全、简洁、用户友好的自动驾驶嵌入式中间件。TogetheROS旨在解决自动驾驶应用量产集成及测试效率低下、繁琐耗时等行业共性挑战，提供标准化的车规级服务与工具，加速量产就绪。TogetheROS融合了开发、集成和验证支持，其主要功能包括：（i）面向量产定制的模块化应用开发框架，支持应用配置与优化；（ii）用于性能提升的高级可视化与分析工具；（iii）简化系统集成的多层框架和标准化接口协议；以及（iv）推荐的开发检查节点，以便在最优开发阶段推动第三方产品和服务的集成。此外，TogetheROS为开源软件，兼容主流商业及开源系统，为开发者提供根据具体需求进行适配和定制的灵活性。
AIDI是我们的软件开发平台，旨在通过提升效率实现自动模型迭代。AIDI提供即用型软件构建模块，使用户无需从头构建复杂系统，从而专注于开发其专有模型。随着汽车行业向更以算法和软件为核心的方向演进，AIDI通过提供一套全面且有效的工具组合来创造价值，该工具组合专为满足行业利益相关方的需求而量身定制。
总体而言，AIDI通过提供各类工具和应用程序编程接口（API）来支持软件开发人员，例如：（i）自动识别、分割与分类等功能；（ii）用于任务管理的图形用户界面（GUI）；以及（iii）用于算法训练与编译、软件部署与验证，以及性能评估与分析的开发平台。上述工具在AIDI内部无缝集成，使其成为满足开发需求的实用且全面的解决方案。
自成立以来，我们始终致力于开发行业领先的解决方案，并深刻认识到实现这一目标离不开研究与开发的全面支撑。我们深知，领先的解决方案需要在软件、算法和硬件方面获得整体支持。在解决方案的设计中，我们始终强调软件、算法与硬件的深度融合及效率优化，同时充分考量行业对算法的理解，以及我们开发工具的易用性与便捷性。
我们对研发的投入涵盖从基础架构到终端解决方案的各个层面。我们致力于开发关键技术，从初始设计阶段起便推动各技术栈之间的互联互通，以实现解决方案的协同联动状态。自成立以来，我们在行业内积累了包括合作伙伴关系、行业洞察、大规模量产能力、技术人才及供应链管理在内的全面专业知识。借助我们的行业地位并与生态合作伙伴协同合作，我们能够在战略上将自身定位于行业发展前沿三至五年。这使我们能够进行有针对性的研究与开发投入，并配合重大代际升级，涵盖算法及后端硬件架构等方面。
ADAS解决方案：我们致力于利用最新技术提升我们的ADAS及自动驾驶解决方案。这包括适配市场上更广泛的外围硬件以提升解决方案性能、持续优化ADAS及自动驾驶解决方案的成本结构，以及满足额外的安全法规要求。例如，在安全评级方面，我们的ADAS解决方案已支持E-NCAP（2023年）及C-NCAP（2024年）五星评级的认证资质。截至2023年12月31日，根据CIC的数据，这一成就体现了我们解决方案在行业内领先的安全能力。展望未来，我们将持续致力于优化和改进我们的ADAS解决方案，以满足不断演变的客户需求和行业标准。
自动驾驶解决方案：我们正积极开发和商业化自动驾驶解决方案，以有效应对城市、高速公路、泊车、人车交互、协同驾驶等多种场景的需求。2024年4月，我们推出了最新的自动驾驶解决方案——地平线SuperDrive（Horizon SuperDrive），旨在实现城市、高速公路及泊车全场景下流畅、拟人化的自动驾驶功能。该解决方案预计能够以高度精密的方式应对全面复杂的道路状况，为驾乘人员提供更安全、更高效、更舒适的驾乘体验。此外，我们已与多家头部整车厂（OEM）及一级供应商展开合作，搭载地平线SuperDrive的首款量产车型预计于2026年投产。截至最后实际可行日期，我们已就地平线SuperDrive与七家OEM及三家一级供应商在多个车型上启动合作。未来数年，我们将主要专注于通过拓展与OEM的合作，将地平线SuperDrive集成至更多车型，并协助OEM推进这些车型的量产，从而实现地平线SuperDrive的商业化落地。我们将持续致力于优化和改进地平线SuperDrive，作为我们不断满足市场演变需求的持续努力的一部分。
技术支柱：我们致力于开发并持续改进我们的技术支柱，包括算法、BPU（地平线自研AI处理器）、OpenExplorer、TogetheROS及AIDI。这通过留住、扩充和强化研发团队以及获取必要的知识产权和其他无形资产等举措来实现。我们在地平线SuperDrive中引入了端到端感知自动驾驶架构。该架构将动态网络、静态网络和占用网络融为一体，构建出综合感知系统，增强车辆对周围环境的理解能力。此外，我们还发布了最新的BPU架构——Nash，该架构为多种驾驶场景提供了更高效的支持，提升了自动驾驶系统的整体性能和能力。我们始终致力于在地平线SuperDrive发布的背景下，持续优化和提升底层技术支柱。上述持续努力旨在进一步提升我们的解决方案，确保其满足市场不断演变的需求。
如需进一步了解我们的研发路线图，请参阅"未来计划及募集资金用途"。
We believe our strong research and development capabilities are a core competitive strength and have led to our leading position in the industry. As of June 30, 2024, we have 1,696 full time-equivalent research and development employees, representing 73.1% of our total employees. Our research and development expenses were RMB1,143.6 million, RMB1,879.9 million, RMB2,366.3 million, RMB1,049.0 million and RMB1,419.7 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. Our research and development efforts focus on projects to improve our ADAS and AD solutions, as well as enhance our technological capacity. Our future R&D plans are primarily focused on (i) development and commercialization of new generation of autonomous driving technology; (ii) continuously improving our existing ADAS and AD solutions; (iii) development of our next generation processing hardware and (iv) development and upgrades of our technology pillars, including algorithms, BPU, OpenExplorer, TogetheROS, and AIDI.
We also focus on building and maintaining a large pool of talented researchers to drive our research and development efforts. Our R&D team is led by multiple industry veterans with profound experience, including former scientist and architect of leading technology companies in China. The publications of our R&D team members received more than 100,000 citations in aggregate. Our core R&D team members have extensive industry experience, either graduated from top academic institutions globally or have global working experience in leading technology and industrial companies. As of June 30, 2024, 73.5% of our research and development employees have post-graduate qualifications. We provide rigorous training to new recruits to familiarize them with our platforms and our research and development team. Our R&D team is led by our co-founders Dr. Yu and Dr. Huang, both of whom have profound technology background and broad industry recognition.
We launched our ADAS solution Horizon Mono in 2019, which started revenue generation in 2021 and mass production in second quarter of 2021. We launched our highway NOA solution Horizon Pilot (categorized as an AD solution) in 2021, which started revenue generation in 2022 and mass production in the second quarter of 2022. In April 2024, we launched our AD solution Horizon SuperDrive. We expect Horizon SuperDrive to start revenue generation in 2024 from algorithms and software licensing and initiate mass production in 2026, subject to market conditions.
Our solutions are highly competitive, and the following table sets forth selected performance indicators and functional positioning and advantages for each of our current solution offerings:
| | Horizon Mono | Horizon Pilot | Horizon SuperDrive | |---|---|---|---| | Positioning | Active safety ADAS | Highway NOA | Urban NOA for all scenarios | | Launch time(1) | 2019 | 2021 | 2024 | | Beginning of revenue generation | 2021 | 2022 | 2024* | | Initial mass production | 2021 | 2022 | 2026* | | Typical sensor set | Up to 8MP front view camera | Cameras and radars(2) | Cameras, radars and LiDAR(3) | | Selective functions and highlights | Mainstream ADAS functions, including AEB, IHB, ACC, LCC, ICA, TJA and more; Global first to launch an 8MP monocular vision-only ADAS solution | Enhanced active safety and comfort functions, including automatic ramp on/off, autonomous merge in and exit during traffic congestion, automated lane change, highway auto-pilot, APA, VPA and more | Smooth and human-like AD functions in all urban, highway and parking scenarios | | Supported safety recognition | Euro-NCAP five star; C-NCAP five star | Euro-NCAP five star; C-NCAP five star | To be authenticated | | Ecosystem synergy | OpenExplorer, TogetheROS, and AIDI | OpenExplorer, TogetheROS, and AIDI | OpenExplorer, TogetheROS, and AIDI | | Miles per intervention(9) | N/A(4) | 200 km in the average traffic flow | N/A(5) | | Image processing capacity (frames per second) | 174(6) | 1,283(7) | N/A(5) | | Pixel capacity of vehicle camera | Up to 8MP(8) | 8MP(7) | N/A(5) | | Power consumption | 2.5w(8) | 30w(7) | N/A(5) |
* Expected timing, which is subject to change with actual development and production progress.
(1) Refers to the initial release time, which does not indicate the completion of start of production (SOP) or mass production.
(2) Typical sensor set of Horizon Pilot includes 11 camera(s), including front camera(s) of 8.3MP, side camera(s) of 2.5MP, surround camera(s) of 2.9MP, rear camera(s) of 2.5MP; and five millimeter wave radars and 12 ultrasonic radars.
(3) Typical sensor set of Horizon SuperDrive is expected to include 11 camera(s) of 8.3MP, 3.0MP and 2.5MP, three millimeter wave radars, 12 ultrasonic radars and one LiDAR.
(4) According to CIC, it is not common to use miles per intervention (MPI) to evaluate ADAS solution. As an alternative of safety demonstration, Horizon Mono has a false activation rate of less than one time in 200,000 kilometers driven.
(5) No data available as of the Latest Practicable Date, as Horizon SuperDrive was launched in April 2024 and is still under testing.
(6) Tested under scenario created to evaluate performance with industry-standard application models as of launch year representing the parameter of one Journey 3 processing hardware embedded.
(7) Representing the parameter of one Journey 5 processing hardware embedded.
(8) Representing the parameter of one Journey 3 processing hardware embedded.
(9) Mile per intervention or MPI, is a performance metric used to measure the distance a vehicle can travel autonomously before requiring human intervention or driver takeover. According to CIC, the industry level of mile per intervention ranges from 50 km to 250 km in average traffic flow as of December 31, 2023.
Since our inception, we have internally developed a variety of intellectual property rights. As of June 30, 2024, we have 673 granted patents, including 585 invention related patents, as well as 616 trademarks both in China and overseas. We also own more than 100 copyrights, including both software and design copyrights, as of June 30, 2024. Of the 673 granted patents, we own 266 algorithms related patents, 203 software related patents, 109 processing hardware related patents and 95 other patents. We also own one domain name in China for our website, as of June 30, 2024. In addition, we co-owned seven patent applications with third parties in China, as of June 30, 2024. Considering the supplemental nature of such patent applications, none of such patent applications may cause a material adverse impact on our operations, if the application is unsuccessful or there appears any disputes between the co-owner and us. See "Appendix IV — Statutory and General Information — B. Further Information About Our Business — 2. Intellectual Property Rights of Our Group" for details of our material intellectual property rights. We have not experienced any material disputes or claims for infringement of intellectual property rights with third parties during the Track Record Period and up to the Latest Practicable Date.
We believe these intellectual property rights are critical for us to reinforce our substantial barriers and we intend to continue to develop more advanced algorithms and processing hardware with stronger processing power and efficiency, which are expected to bring long-term benefits to participants of our ecosystem. See "Risk Factors — Risks Related to Our Intellectual Property — We may not be able to adequately protect or enforce our intellectual property rights throughout the world, and our efforts to do so may be costly." for additional detail describing the protection of our intellectual property rights.
During the Track Record Period and up to the Latest Practicable Date, we did not have any material disputes or any other pending legal proceedings regarding intellectual property rights with third parties.
Our sales personnel are teamed up by geological regions, and each team is led by a regional manager with key accounts coverage duties under its territory. As of the Latest Practicable Date, our sales team has covered most reputable Chinese OEMs, including all of the top 10 Chinese OEMs in terms of sales volume in China, according to CIC.
We adopt an account-solution-fulfillment co-responsible triangular model for sales. Account representative (AR) is responsible for customer relations, key accounts coverage and business development for our potential customers. Solution representative (SR) is responsible for identifying customer needs and tailoring solutions for our customers. Fulfillment representative (FR) is responsible for the overall external and internal coordination. To meet the needs of our strategic OEM customers, we establish a dedicated and systemized sales team consisting of AR, SR and FR with a close and stable team structure. Our sales team operates differently from the typical project-based approach: the triangular team structure allows for seamless coordination with various roles and levels within the customer's organization. With such full process coverage, we are able to establish and maintain comprehensive and multi-dimensional customer relationships. Furthermore, most members of our sales team are based locally at the customer's location to ensure tailored service and timely response.
Many of our customers are undergoing critical strategic shift to align with the rapidly involving industry landscape. This requires us to go beyond simple sale of solutions to engage in deep collaboration with customers in strategy, technological roadmap, and even organizational management. We strive to establish comprehensive and all-encompassing partnerships with our customers, where we can achieve full alignment at the strategic level with our customers before implementing the solutions through specific vehicles. By establishing and maintaining such strategic relationships with our customers, we will be able to sell our solutions effectively and efficiently.
We enhance the awareness of our brand and promote our new and existing platforms through both offline and online channels. We participate in various offline events, such as industry conferences, product launches and industry salons to showcase our technological advancements and develop relationships with industry participants. We attend auto trade shows and industry forums to actively market and promote our solutions to new OEMs and tier-one company partners. We use this strategy to expand our presence in the automotive industry, particularly for international partners.
在业绩记录期间，我们来自非汽车解决方案的收入占较小比例，分别为人民币5,660万元、人民币1.045亿元、人民币8,120万元、人民币2,650万元及人民币2,150万元，分别占2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月总收入的12.1%、11.5%、5.2%、7.1%及2.3%。非汽车解决方案分销商的数量在2021年、2022年及2023年以及截至2024年6月30日止六个月分别为六家、六家、五家及五家，仅于2022年12月终止了一家。我们非汽车解决方案分销商的收入仅占我们总收入的极小部分，我们预期其对总收入的贡献比例将持续下降。
我们委托中国独立第三方分销商销售我们的非汽车解决方案，此做法符合行业惯例。我们认为，分销商有助于我们有效执行专门针对各地区制定的营销策略。我们与分销商之间构成买卖双方关系。因此，我们在解决方案交付给分销商并获其验收时确认收入。据本公司所知，上述分销商的大部分收入来自线下渠道。
我们根据分销商的经营资质及分销能力遴选分销商，考量因素包括分销网络覆盖范围、质量水平、人员数量、现金流状况、信用状况、物流能力、合规标准及过往表现，以及其客户管理能力。我们在与分销商续签协议时综合考虑多项因素，包括其资质、销售及营销能力、销售网络、财务资源、客户资源以及与我们品牌的协同效应。此外，我们积极管理分销商，使其遵守相关法律法规的要求。我们要求分销商具备充足的仓储条件及设施、足够数量的质量管理人员以及充足的销售渠道资源。我们制定并实施一套分销商管理规则，以确保分销商符合法律要求。该等规则涵盖多项操作指引，包括定价、库存管理及付款要求。我们亦定期审查分销商的表现以评估其资格。我们要求分销商提前六个月提供销售需求预测，并提前三个月下达订单。我们将根据客户的实际需求安排生产。截至最后实际可行日期，我们并不知悉分销商存在任何可能对我们声誉、业务运营或财务状况产生不利影响的滥用或不当使用我们名称的情况。在业绩记录期间及截至最后实际可行日期，我们来自分销商的产品退货率为零。
- **定价：** 按框架分销协议项下各采购订单所载明的固定价格执行。
我们的客户主要为整车制造商（OEM）及一级供应商（tier-ones），两者均向我们采购ADAS及自动驾驶解决方案，和/或授权使用我们的算法及软件。我们拥有高度灵活的商业模式，客户可选择向我们采购整套解决方案，或采购部分解决方案（如软件或算法）以自主开发产品。一般而言，整车制造商采购我们的解决方案以部署于其乘用车上，而一级供应商则采购我们的解决方案以整合至其产品中并进一步交付。
我们致力于与客户建立战略合作伙伴关系。通过持续沟通，我们了解客户的整体驾驶自动化战略、技术路线图及产品计划，并在此基础上提供定制化解决方案以满足其需求。我们的现场应用工程师（FAE）团队与营销团队紧密协作，为客户提供全面的一站式服务。
在项目初期，我们根据客户需求将产品解决方案与特定车辆平台及配置进行匹配，并指派专业人员详细介绍解决方案建议。若客户对我们的建议表示满意，则向我们提供更详细的项目信息及成本要求。在此基础上，我们提供正式的项目评估、解决方案响应及报价。随后，我们与客户就解决方案、价格进行沟通并最终确定，签订合同。通常
从获得设计定点到合同签署通常需要两到四个月，具体取决于条款谈判的进展及客户的内部程序要求。合同签署后，我们按照协议进行全面开发。由于ADAS和AD解决方案的独特性，在开发和生产阶段需要与客户持续沟通和调整，包括根据已发现的问题对解决方案进行适配和优化。该过程以量产验收为终点，从合同签署到量产通常还需要八至三十六个月，具体取决于解决方案的复杂程度及客户的开发周期。量产并非我们项目合作的终点，我们将持续与客户保持沟通，并根据终端用户的反馈和需求不断优化解决方案。我们通常为客户提供至少一年的质保服务。以下流程图展示了与客户开展典型项目的流程。
在整个过程中，我们与客户保持紧密的直接联系和畅通的沟通渠道。根据CIC的资料，从开始合作到量产的周期通常为一至两年，具体取决于OEM客户的规格要求和测试要求。我们已与汽车行业众多OEM及一级供应商建立了业务合作关系。截至最后实际可行日期，我们的ADAS和AD解决方案已被27家OEM（或42个OEM品牌）选用，应用于逾285款车型。我们在中国市场尤为成功，按中国销量计算的前十大中国OEM均为我们的客户。
例如，我们与理想汽车（Li Auto）紧密合作，协助其在概念构思、解决方案设计与开发、验证与确认、实施及量产各环节整合我们的解决方案。我们于2019年首次与理想汽车建立合作。通过资源共享和开放协作，理想汽车与我们共同缩短了验证周期，在开发和交付方面实现了显著的效率提升。我们搭载征程3处理硬件的Horizon Mono解决方案仅用八个月便在理想ONE上完成首发并实现量产。此外，我们搭载征程5处理硬件的Horizon Pilot解决方案仅用七个月便在理想L系列——Pro及Air车型上完成首发并成功实现交付。自首次合作以来，我们与理想汽车深度融合，建立了紧密而持久的合作关系。因此，随着理想汽车车辆的量产，我们解决方案的部署规模不断扩大，理想汽车信任我们为其更多车型配备解决方案，其中许多车型已被证明是非常成功的畅销款。2023年10月，理想汽车授予我们"理想汽车顶级奖项"，认定我们为其最重要的全球合作伙伴之一。我们认为，该奖项充分体现了我们作为中国新能源汽车市场领军者的理想汽车的重要贡献。
我们在中国OEM中的知名度和成功经验吸引了国际巨头的关注，例如大众汽车（Volkswagen），这使我们的客户群扩展至全球市场。大众汽车已对本公司进行投资，我们已与其战略性地成立合资企业，以把握中国定制化驾驶自动化解决方案的未来机遇。详情请参阅"——我们与大众汽车集团的合作伙伴关系"。
• 合作伙伴而非竞争对手：作为二级供应商，我们可以基于灵活的商业模式和开放的技术平台，为包括OEM和一级供应商在内的客户提供模块化服务。这使我们的客户能够建立算法自主开发能力，并提升其产品差异化竞争力。在许多情况下，与我们合作开发其自有产品将有助于加快开发进程并降低其整体开发成本。
• 知识产权许可：OEM和一级供应商可能参与特定算法和软件的开发。我们的商业模式允许我们通过知识产权许可支持客户的研发工作，并就此收取许可费和/或服务费。
• 硬件支持：OEM和一级供应商可能自主开发全部或部分ADAS和/或AD系统。我们可以向其提供处理硬件和系统级参考设计，或直接向其销售处理硬件供其集成，以支持其开发工作，并可相应收取解决方案交付费、许可费和/或服务费。
• 持续升级：我们正持续开发更先进的下一代解决方案。随着ADAS和AD系统不断迭代更新，我们的客户对我们更先进解决方案的需求将不断增长。凭借此类持续需求，我们将有机会扩大销售规模。在业绩记录期内，购买我们解决方案的OEM总体上扩大了采购规模，而非终止与我们的合作关系。
根据CIC的资料，OEM或一级供应商建立内部团队开发类似技术的可能性取决于其销售量及车型规模。截至最后实际可行日期，根据CIC的资料，选择自主开发全栈系统的OEM数量极为有限。
In addition to OEMs and tier-one suppliers, we maintain relationships with a variety of ecosystem partners within the industry value chain. Our ecosystem partners include companies upstream and downstream that have complementary capabilities we need, such as domain control hardware and module companies. Together with these partners, we collaborate on system-level planning and go-to-market strategies to drive economies of scale in standardized products, thereby enhancing solution performance and reducing costs, and creating a positive cycle that accelerates our competitiveness. In many customer projects, we may collaborate with our ecosystem partners through various ways to jointly provide more competitive solutions and services to our end-customer OEMs. For example, we collaborate with a leading global provider of automotive cameras and vision sensors by configuring and adapting our vision perception algorithms to their certain sensor products and incorporating these sensors as part of our certified reference design of ADAS/AD system. A recent example of this is the adaptation and incorporation of their 17MP ultra-high-resolution camera into our front view perception solution. By doing so, we can share synergy in go-to-market efforts and help promote each other's product to end customers. As another example, in the collaboration with an operating system technology provider to develop autonomous driving system for OEM customer, we provide certain knowhow to facilitate their software and system development based on our processing hardware. Furthermore, we collaborate with capable software companies to expand our capacity and customer reach. We believe our ecosystem partners will gradually become familiar with and accustomed to our development platform, technical tools and processing hardware, resulting in user stickiness and dependency. We may not generate revenue directly from ecosystem partners. However, we believe that the habits of ecosystem partners to our offerings serve as the tentacles and leverage of our go-to-market efforts, which enlarges our customer base and deepens our moat. On the other hand, our ecosystem partners can generate revenue or enhance their product capabilities by leveraging our solutions, resulting in a win-win outcome.
During the Track Record Period, we derived a majority of our revenues from our automotive solutions. In 2021, 2022 and 2023 and for the six months ended June 30, 2024, the aggregate revenue generated from our five largest customers were RMB283.1 million, RMB482.1 million, RMB1,067.0 million and RMB727.0 million, representing 60.7%, 53.2%, 68.8% and 77.9% of our revenue, respectively. Revenues generated from our largest customer in the same periods were RMB115.2 million, RMB145.3 million, RMB627.3 million, and RMB351.6 million, representing 24.7%, 16.0%, 40.4% and 37.6% of our revenue, respectively. We generated a substantial amount of RMB627.3 million and RMB351.6 million, representing 40.4% and 37.6% of our revenue, from CARIZON in 2023 and for the six months ended June 30, 2024, respectively. Our five largest customers in each year/period during the Track Record Period included OEM and tier-one supplier customers for our automotive solutions and a distributor for our non-automotive solutions. Saving for Volkswagen Group and SAIC, both Shareholders of the Company, to the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, our five largest customers were independent third parties.
Save for CARIZON, CARIAD Estonia AS and SAIC, none of our Directors, their associates or any of our Shareholders (who or which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest in any of our five largest customers. Save for CARIZON and CARIAD (China) Co., Ltd., both of which are affiliated with Volkswagen Group and to the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, each of our top five customers are independent from each other.
| Rank | Customers | Type of Products Purchased | Background | Approximate Years of Business Relationship | Revenue (RMB in millions) | % of Our Total Revenue % | |------|-----------|---------------------------|------------|-------------------------------------------|--------------------------|--------------------------| | **For the year ended December 31, 2021** | | | | | | | | 1 | Customer A | Automotive Solutions | A leading OEM incorporated in the Cayman Islands in 2017, listed on both the Nasdaq and the Stock Exchange and headquartered in Beijing. | Five years | 115.2 | 24.7 | | 2 | Customer B | Automotive Solutions | A software company in the automotive industry, established in Chongqing with a registered share capital of approximately RMB99.0 million, and being a subsidiary of a state-owned automotive company listed on the Shenzhen Stock Exchange. | Three years | 52.0 | 11.1 | | 3 | Customer C | Automotive Solutions | An automotive electronics solutions provider, established in Hong Kong in 2001 and listed on the Stock Exchange. | Four years | 45.0 | 9.6 | | 4 | Customer D | Automotive Solutions | A technology company established in Zhejiang province in 2017, with a registered share capital of RMB1,500.0 million. | Five years | 42.5 | 9.1 | | 5 | Customer E | Automotive Solutions | A technology company established in Jiangsu province in 2020, with a registered share capital of RMB16,000.0 million. | Four years | 28.4 | 6.1 | | **For the year ended December 31, 2022** | | | | | | | | 1 | Customer A | Automotive Solutions | A leading OEM incorporated in the Cayman Islands in 2017, listed on both the Nasdaq and the Stock Exchange and headquartered in Beijing. | Five years | 145.3 | 16.0 |
| Rank | Customers | Type of Products Purchased | Background | Approximate Years of Business Relationship | |------|-----------|---------------------------|------------|-------------------------------------------| | 2 | SAIC | Automotive Solutions | | |
| Rank | Type of Products Purchased | Customers | Background | Approximate Years of Business Relationship | |------|---------------------------|-----------|------------|-------------------------------------------| | **For the year ended December 31, 2023** | | | | | | 1 | Automotive Solutions | CARIZON | see "Our Partnership with Volkswagen Group — CARIZON — Our Joint Venture with Volkswagen Group". | one year | | 2 | Automotive Solutions | Customer A | a leading OEM incorporated in the Cayman Island in 2017, listed on both the Nasdaq and the Stock Exchange and headquartered in Beijing. | five years | | 3 | Automotive Solutions | Customer D | a technology company established in Zhejiang province in 2017, with a registered share capital of RMB1,500.0 million. | five years | | 4 | Automotive Solutions | SAIC | an automobile manufacturer listed on the Shanghai Stock Exchange, established in Shanghai in 1984, with a registered share capital of approximately RMB11,683.5 million. | five years | | 5 | Automotive Solutions | Customer C | an automotive electronics solutions provider, established in Hong Kong in 2021 and listed on the Stock Exchange. | four years |
| | Revenue (RMB in millions) | % of Our Total Revenue (%) | |---|---|---| | | 101.8 | 11.2 | | | 87.8 | 9.7 | | | 75.0 | 8.3 | | | 72.2 | 8.0 | | | 627.3 | 40.4 | | | 193.7 | 12.5 | | | 107.0 | 6.9 | | | 82.4 | 5.3 | | | 56.5 | 3.6 |
| Rank | Type of Products Purchased | Customers | Background | Approximate Years of Business Relationship | Revenue (RMB in millions) | % of Our Total Revenue (%) | |------|---------------------------|-----------|------------|-------------------------------------------|---------------------------|---------------------------| | **For the six months ended June 30, 2024** | | | | | | | | 1 | Automotive Solutions | CARIZON | see "Our Partnership with Volkswagen Group — CARIZON — Our Joint Venture with Volkswagen Group". | one year | 351.6 | 37.6 | | 2 | Automotive Solutions | Customer F | a technology company, listed on the Shenzhen Stock Exchange, and established in Beijing in 2002, with a registered share capital of approximately RMB2,377.8 million. | three years | 213.6 | 22.9 | | 3 | Automotive Solutions | Customer A | a leading OEM incorporated in the Cayman Island in 2017, listed on both the Nasdaq and the Stock Exchange and headquartered in Beijing. | five years | 97.7 | 10.5 | | 4 | Automotive Solutions | Customer D | a technology company established in Zhejiang province in 2017, with a registered share capital of RMB1,500.0 million. | five years | 33.5 | 3.6 | | 5 | Automotive Solutions | Customer H | an automotive manufacturing company headquartered in Guangdong province and incorporated in 1995, with a registered share capital of RMB2,911.1 million. | three years | 30.6 | 3.3 |
We engage an industry-leading multinational semiconductor manufacturer ("Supplier A") as the manufacturer of our processing hardware. We then engage another manufacturer ("Supplier C") to perform assembly and testing services for our processing hardware. We first established a business relationship with Supplier A in 2016, and have been in close collaboration with them throughout the design and manufacturing process. Consistent with market practice, we do not maintain any long-term contract or framework agreement with Supplier A. We place actual orders for different processing hardware with Supplier A, where we set out key commercial terms such as price, quantity and product technology. We place actual orders according to our business needs. Once a purchase order is confirmed, Supplier A starts the manufacturing process and then ships the products in due course. We make prepayments to Supplier A prior to shipment. We currently depend on Supplier A to manufacture all of our processing hardware. See "Risk Factors — Risks Related to Our Business and Industry — We depend on a limited number of third-party business partners for certain essential materials, equipment and services" for details.
Supplier A then typically transports the completed interim products to our assembly and testing provider Supplier C. Supplier C completes the manufacturing of processing hardware as a typical outsourced assembly and testing vendor and delivers the completed products to us. With initial engineering samples, we perform additional testing to ensure proper functioning and compatibility with the relevant algorithms. The manufacturing process by Supplier A typically takes three to four months, depending on the design and process complexity, and the assembling and testing process by Supplier C generally takes another two to three months.
- **Renewal and Termination:** Consistent with market practice, we do not maintain any long-term contract or framework agreement with Supplier A. We enter into five-year framework contracts, subject to renewal, with Supplier C, and place purchase orders in accordance with business needs. Our agreement with Supplier C can be terminated or rescinded if (i) there is a failure to perform and such party fails to remedy the situation without justification within 30 days after written notice by the other party, or (ii) if a party goes bankrupt, ceases operations, has its business license revoked, or becomes a bank blacklisted entity or upon other similar material adverse events;
- **Payment Terms:** We make prepayments to Supplier A prior to shipment. We make payments to Supplier C within 30 days upon receipt of invoice, which is issued to us based on Supplier C's assembly and testing progress;
知识产权：我们对产品的所有知识产权拥有全部权利，并对提供给供应商A及供应商C的设计方案及相关材料保持所有权及知识产权，且负责对提供予供应商的相关权利维持良好的所有权状态。我们的供应商仅有权将基础知识产权用于制造、组装及测试我们所委托的处理硬件。供应商在合同上受到约束，不得侵犯我们的知识产权。在相关协议终止或到期时，我们的供应商与我们在合同上均受到约束，须立即停止使用、归还及/或销毁其所持有的对方知识产权；及
保修期：就供应商A而言，自交货之日起一年。就供应商C而言，对于汽车级成品，自验收日期次日起提供两年保修服务。
于记录期间及截至最后实际可行日期，本公司并不知悉供应商A及供应商C存在任何重大违约或侵犯知识产权的行为。
我们的董事认为，经咨询CIC并向本公司负责供应商管理的相关部门查询后，我们向供应商A及供应商C采购半导体及外包制造和组装服务符合行业惯例。根据CIC的资料，市场上存在具备相应技术知识的替代制造商及封装测试服务商，能够以一定的价格及规格差异生产与供应商A及供应商C目前所提供的产品及服务功能相近的产品，并在合理商业条款下提供服务。我们目前使用的半导体系面向大众市场生产，这意味着替代供应商具备制造类似产品的产能。
我们向IP及EDA供应商以许可方式引入若干第三方知识产权，如接口、硬件功能模块及电子设计自动化工具。硬件功能模块是处理硬件设计中经过预先验证的基础元件，涵盖中央处理、微控制器、存储及安全等功能，可用于缩短我们的处理硬件设计周期并降低开发成本。EDA服务及工具主要辅助我们处理硬件的设计与制造。
产品退货及保修：IP及EDA供应商通常在项目完结后90天内提供保修（交付后服务），且该类产品的性质不允许我们退货。
我们向业内知名供应商采购数据存储设施及云服务。数据存储设施提供商为我们提供安全稳定的数据存储环境。云服务供应商提供预先构建的功能及服务，可供我们整合至开发需求中。
付款条款：我们按次支付采购费或服务费，或按期支付订阅费（有时参照实际使用量计算）。
For the year ended December 31, 2022 1 Supplier A manufacturer a multinational semiconductor contract eight years manufacturing and design company. 2 Supplier B supplier of an electronic component distributor five years materials established in Shanghai in 2002, with a registered share capital of US$25.00 million. 3 Supplier C assembly and a provider of semiconductor five years testing manufacturing services. service 4 Supplier F supplier of IP a provider of semiconductor IP three years and EDA solutions and EDA tools established in Beijing in 2019, with a registered share capital of RMB10.00 million. 5 Supplier G supplier of IP a provider of EDA tools established two years and EDA in Shanghai in 2020, with a registered share capital of RMB2.00 million.
For the year ended December 31, 2023 1 Supplier A manufacturer a multinational semiconductor contract nine years manufacturing and design company. 2 Supplier C assembly and a provider of semiconductor six years testing manufacturing services. service 3 Supplier H supplier of IP a provider of semiconductor IP two years and EDA solutions and EDA tools. 4 Supplier B supplier of an electronic component distributor six years materials established in Shanghai in 2002, with a registered share capital of US$25.00 million. 5 Supplier D outsource an intelligent operating system seven years service products and technologies provider established in Jiangsu province, with a registered share capital of RMB80.00 million.
For the six months ended June 30, 2024 1 Supplier I supplier of IP a provider of semiconductor IP two years and EDA solutions and EDA tools. 2 Supplier A manufacturer a multinational semiconductor contract ten years manufacturing and design company. 3 Supplier D outsource an intelligent operating system eight years service products and technologies provider established in Jiangsu province, with a registered share capital of RMB80.00 million. 4 Supplier C assembly and a provider of semiconductor seven years testing manufacturing services. service 5 Supplier J supplier of IP a provider of EDA tools. two years and EDA
| Rank | Suppliers | Type of Products/Services Provided | Background | Approximate Years of Business Relationship | Credit Terms | Purchase Amount (RMB in millions) | % of Our Total Purchase % | |------|-----------|-------------------------------------|------------|---------------------------------------------|--------------|-----------------------------------|--------------------------|
| 1 | Supplier H | IP/EDA vendor | an electronic design automation company established in the United States in 1987 and listed on the Nasdaq. | five years | 45 to 90 days upon the invoice | 226.3 | 15.7 | | 2 | Supplier A | manufacturer | a multinational semiconductor contract manufacturing and design company. | eight years | 100% prepayment before shipment | 214.5 | 14.9 | | 3 | Supplier F | IP vendor | a processing hardware design and service provider established in Shenzhen in 2016, with a registered share capital of approximately US$66.10 million. | seven years | 30 days upon the invoice | 156.2 | 10.8 | | 4 | Supplier D | outsource service | an intelligent operating system products and technologies provider established in Jiangsu province, with a registered share capital of RMB80.00 million. | six years | 30 days upon the invoice | 152.0 | 10.6 | | 5 | Supplier C | assembly and testing service | a provider of semiconductor manufacturing services. | five years | 30 days upon the invoice | 141.3 | 9.8 |
| 1 | Supplier A | manufacturer | a multinational semiconductor contract manufacturing and design company. | eight years | 100% prepayment before shipment | 458.5 | 19.5 | | 2 | Supplier B | supplier of materials | an electronic component distributor established in Shanghai in 2002, with a registered share capital of US$25.00 million. | five years | 100% prepayment before shipment | 232.9 | 9.9 | | 3 | Supplier C | assembly and testing service | a provider of semiconductor manufacturing services. | five years | 30 days upon the invoice | 200.7 | 8.6 | | 4 | Supplier G | construction | a building construction services provider established in Beijing in 1980, with a registered share capital of RMB10,000 million. | five years | 20 days upon the invoice | 149.9 | 6.4 | | 5 | Supplier H | IP/EDA vendor | an electronic design automation company established in the United States in 1987 and listed on the Nasdaq. | five years | 45 to 90 days upon the invoice | 136.0 | 5.8 |
| Rank | Suppliers | Type of Products/Services Provided | Background | Approximate Years of Business Relationship | Credit Terms | Purchase Amount (RMB in millions) | % of Our Total Purchase % | |------|-----------|-------------------------------------|------------|---------------------------------------------|--------------|-----------------------------------|--------------------------|
| 1 | Supplier F | IP vendor | a processing hardware design and service provider established in Shenzhen in 2016, with a registered share capital of approximately US$66.10 million. | seven years | 30 days upon the invoice | 115.5 | 12.0 | | 2 | Supplier G | construction | a building construction services provider established in Beijing in 1980, with a registered share capital of RMB10,000 million. | five years | 20 days upon the invoice | 86.8 | 9.0 | | 3 | Supplier J | cloud and software service | a subsidiary of a multinational technology company specializing in Internet-related services. | three years | monthly basis with 30 days upon the invoice | 77.7 | 8.1 | | 4 | Supplier D | outsource service | an intelligent operating system products and technologies provider established in Jiangsu province, with a registered share capital of RMB80.00 million. | six years | 30 days upon the invoice | 72.5 | 7.5 | | 5 | Supplier B | supplier of materials | an electronic component distributor established in Shanghai in 2002, with a registered share capital of US$25.00 million. | five years | 100% prepayment before shipment | 39.8 | 4.1 |
We utilize a supply chain management framework to manage our overall product development, procurement and production processes. Starting from the product research and development phase, we establish detailed supplier onboarding procedures. We primarily consider price, quality, technology capabilities, delivery speed and qualifications before onboarding a supplier. We also conduct periodic supplier review, quarterly, annually, or at key project milestones, to assess their performance. In addition, we also implement measures for anomaly management to continuously monitor the final product quality. See "Quality Assurance — Quality Assurance Procedures" for further details.
We believe that we have effectively managed our supply chain during the Track Record Period and up to the Latest Practicable Date. During the Track Record Period, we did not encounter any material supply chain issues, enabling us to continuously deliver ADAS and AD solutions to our customers. Even during the industry's supply chain shortage, especially from 2021 to 2022, we managed to fulfill deliveries to our customers, which is benefited from our strategy to further accumulate and store a secure supply of inventory to counteract the cyclical nature of the automotive industry. According to CIC, the COVID-19 pandemic has led to disruptions in the auto-part supply-chain, such as production halts, decreased output and extended delivery, among other issues. As the market demand for auto-parts remained strong, such disruptions resulted in varying degrees of auto-parts shortages globally, including the automotive semiconductors. As a result, our procurement prices of automotive semiconductors hiked approximately 19.5%, 14.5% and 10.5% in 2021, 2022 and 2023, respectively. Such increase made the procurement prices of automotive semiconductors higher during the COVID-19 and led to increased cost of sales. However, we were still able to maintain our gross profit margin at 70.9%, 69.3%, 70.5% and 79.0% in 2021, 2022, 2023 and for the six months ended June 30, 2024. Starting from the second half of 2023, the impact of automotive semiconductor shortages on the global automotive industry has started to subside, and the global supply of automotive semiconductors is gradually returning to normal, as evidenced by the growth rate of global average price of automotive semiconductors decelerating to approximately 5.0% in 2023, which is expected to turn negative in 2024, according to CIC. For the six months ended June 30, 2024, our procurement prices of automotive semiconductors decreased by 12.7% compared to 2023. From 2021 to 2023, our procurement prices for automotive semiconductors increased at a higher rate than the global average price growth rate for automotive semiconductors. According to CIC, this was because we engage top-tier industry suppliers who demand a premium over the industry average due to their qualifications, advanced processes and high product quality.
In order to mitigate the risk of supply chain shortage and ensure our delivery of our own products to our customers in time, we proactively built up our strategic inventories, with our inventory turnover days increasing from 192 days in 2021 to 313 days in 2022. Our inventory turnover days further grew to 461 days in 2023. This was due to global auto-part shortage started to alleviate until the second half of 2023. Given the lengthy production lead time as well as the time required before consuming finished goods, the impact of the supply chain shortage alleviation was not apparent in 2023. In addition, as we continue to scale our business at rapid pace, to meet the growing order volume of our product solutions for the coming year and taken into account the lengthy development cycle of a vehicle model, it is essential for us to preemptively stock up our inventories to ensure sufficient product supply in the next year. The increase in inventory turnover days to 694 days for the six months ended June 30, 2024 was mainly driven by relatively high average opening and closing balance of the inventories for the six months ended June 30, 2024. Such inventory balance cannot decrease significantly within six months because of the lengthy production lead-time as well as time required before consuming finished goods. The increase in inventory turnover days for the six months ended June 30, 2024 was also attributable to slower occurrence of cost of sales during the first half of the year. According to CIC, the first half, in particular the first quarter, of each year is usually not a peak season for vehicle sales due to seasonal influence, which affects the delivery
产品解决方案的销售量及相关销售成本。这些因素体现在截至2024年6月30日止六个月与截至2023年12月31日止年度的收入结构变化中。2024年上半年，来自许可证及服务的收入占总收入的比例上升，导致毛利率提高，销售成本占比相应降低，从而使截至2024年6月30日止六个月的存货周转天数有所增加。尽管如此，随着全球汽车零部件供应短缺问题的逐步缓解，我们预计未来存货水平不会大幅增加。截至最后实际可行日期，我们与业内多家供应商保持着稳固的合作关系，携手共进，推动行业增长。
我们通过合资公司驾势（北京）科技有限公司（"CARIZON"）与大众汽车集团（"大众"）的附属公司建立战略合作关系。该合资公司于2023年成立，旨在把握中国定制化驾驶自动化解决方案的未来机遇。大众汽车是一家德国跨国企业集团，从事乘用车、商用车、摩托车、发动机及涡轮机械的生产制造，总部位于德国沃尔夫斯堡，并在法兰克福证券交易所上市（ETR:VOW）。中国是大众汽车集团全球最重要的业务地区之一。与我们的合作是大众汽车集团战略转型及巩固其在中国核心业务的重要基石。CARIZON将开发尖端技术，包括完整的软硬件技术栈，使大众汽车集团能够以更快的速度持续向中国消费者提供定制化产品和服务。此次合作将加速大众汽车集团在自动驾驶领域的发展，推动其在中国的业务转型与升级。大众汽车集团将就协议约定的情形向其在华合资整车企业提供业务建议。通过设立CARIZON，大众汽车集团将为其中国消费者提升乘用车的ADAS及自动驾驶功能，而我们则将把我们的解决方案和技术带给全球领先汽车企业的消费者。此次合作是一项互利共赢的合作，为大众汽车集团和我们双方创造长远价值。
CARIZON从事自动驾驶应用软件及自动驾驶系统的研发与制造业务，并提供其产品的售后服务、培训、咨询、测试及技术服务（"CARIZON业务"）。短期内，其主要客户将为大众汽车集团，其产品将应用于大众在中国销售的车辆。CARIZON不排除大众汽车集团向独立第三方采购ADAS及自动驾驶解决方案，但在满足特定技术和性能标准的前提下，CARIZON将以独家方式采购我们的处理硬件。鉴于上述CARIZON对大众汽车集团的战略定位，我们相信CARIZON处于有利地位，能够获取大众在中国的大量订单。截至最后实际可行日期，CARIZON已获得大众汽车集团的设计定点，预计将于2025年实现量产。大众持有CARIZON 60%的股权，我们持有40%的股权。CARIZON的注册资本总额为人民币67.570亿元，我们已
committed to contributing RMB2,703.0 million by installment prior to December 14, 2025, representing 40% of the total registered capital of CARIZON. As of June 30, 2024, we have contributed RMB1,351.0 million as registered capital of CARIZON. There is no term limitation of CARIZON. Neither Volkswagen or we may transfer our equity interests without the other party's prior written consent, subject to customary right of first offer, right of first refusal and transfer among affiliates conditions.
In January 2022, Volkswagen Group got in touch with us to explore the possibilities to invest in our Company and conduct business cooperations. Throughout 2022, we held multiple rounds of discussions regarding the investment amount, method, and scope of cooperations. In November 2022, we entered into the convertible loan agreement, which was subsequently amended on October 11, 2024, and share purchase agreement for Volkswagen Group to invest in the Company and the joint venture agreement for Volkswagen Group and us to establish CARIZON. In November 2023, after the fulfillment of certain preconditions, CARIZON was officially established. In December 2023, Volkswagen Group and we completed the first injection of capital into CARIZON, and Volkswagen Group's investment in our Company was completed. On December 7, 2023, the Company issued 269,711,694 series D preferred shares to CARIAD, an affiliate of Volkswagen Group, during its series D financing, for a consideration amounting to US$200 million. As of the date of this Prospectus, CARIAD held approximately 2.31% in the issued shares of the Company. As of the Latest Practicable Date, CARIZON is actively conducting R&D and progressing the CARIZON Business. Pursuant to our agreement with affiliates of Volkswagen, we will license our ADAS and AD solutions for a fee to CARIZON and provide technical support to CARIZON for its R&D and manufacturing of its products; and CARIAD will provide technical support to CARIZON in product roadmap, sales facilitation, sales channel management and marketing. Besides shared responsibilities of licenses application, Volkswagen Group is responsible for providing technical support to CARIZON's requests for its products, road mapping, facilitating sales, sales channel management, whereas we are responsible for supplying and selling our solutions to CARIZON, and providing relevant technical services to CARIZON. In addition, we are responsible for providing our experience, expertise and know-how on relevant technical support in research and development and manufacturing of CARIZON's products. Each of Volkswagen Group and us can nominate two out of the four directors of CARIZON, and Volkswagen has the right to nominate the chairman of CARIZON's board. CARIZON's adoption of board resolutions requires the affirmative vote of a simple majority of the directors present at the board meeting with a quorum and the chairman has a casting vote in the case of an equality of votes, except that certain protective rights (such as formulating the annual budget and accounting plans, incurrence of material loans or indebtedness, providing guarantee, material capital investment, purchase and sale of material assets, and more) will be subject to the unanimous affirmative vote of all directors presented at the board meeting with a quorum, and the chairman does not have a casting vote under such circumstances. Due to recent changes in PRC Company Law, the articles of association of CARIZON will be amended to remove the casting vote of the chairman and to replace this with an escalation mechanism to the shareholders to decide by simple majority vote in the event of an equality of votes at board meetings on matters that were previously subject to the casting vote of the chairman. We license IPs to CARIZON for license fees and royalties, and CARIZON has an option exercisable after January 1, 2027, subject to
the terms and conditions of our agreement, to buy out the royalties with one-time payment, which is determined with reference to the net present values of future royalties. By licensing such IPs from us, CARIZON can develop its own autonomous driving applications, which will eventually be integrated into vehicle models of Volkswagen Group. We retain IP rights of the licensed IPs, and CARIZON can copy, modify and use the licensed IPs for their developments pursuant to the terms of our agreements. CARIZON is entitled to retain the rights of foreground IPs upon improvement being made or developed. CARIZON may distribute its after-tax profits in proportion to respective paid-up of registered capital to shareholders, following the contribution of statutory surplus reserve fund, loss made-up of previous years and upon approval of its shareholders. Furthermore, if any dispute arises, relevant parties shall attempt in the first instance to resolve through friendly consultation. If such dispute cannot be resolved within 60 days following a party serving written notice on the other party to such dispute requesting the commencement of friendly consultation, then any party may refer the dispute to Hong Kong International Arbitration Centre (HKIAC) under its rules. In the future, we will continue to license additional intellectual properties to CARIZON to support their ongoing development needs. We have also provided technical and manufacturing know-how services to CARIZON to fulfill its the technical and commercial requirements of an ADAS Level 2+ solution.
The following sets forth the major terms of our material intellectual right arrangements with CARIZON:
• Non-exclusive License: We still retain ownership of all intellectual property rights related to the licensed technology and have the right to continue granting licenses to other entities, without involving the transfer of our core technology.
期限（Duration）：无限期，CARIZON有权永久使用被许可的知识产权，许可不会在特定时间点自动到期，但我们保留在CARIZON重大故意违反知识产权安排的情况下终止许可的权利。
付款（Payment）：我们将就每项知识产权向CARIZON开具发票，CARIZON须在收到发票后完成所有付款。典型的付款里程碑包括：（i）交付某项知识产权；（ii）完成验证程序；及（iii）尾款付清。
对价（Consideration）：CARIZON须就该许可向我们支付公平对价。
CARIZON须实施充分的安全措施，包括：（i）将被许可技术存储于具有密码保护的安全计算机及服务器上；（ii）管控人员访问权限并保存访问记录，以追踪未经授权的访问及披露；（iii）在处理被许可技术时遵守各项适用的信息技术安全政策；如发生任何未经授权的访问或披露，CARIZON须立即通知我们。
CARIZON及其下游用户在使用被许可技术时须遵守各项使用限制。这些限制包括：禁止进行逆向工程、逆向汇编，以及禁止使用具有传染性的开源许可证，以防止因适用此类传染性开源许可证而须公开披露被许可技术的源代码。CARIZON亦须将被许可技术的源代码存储于中国大陆境内。
CARIZON向第三方进行再许可的能力受到严格限制，仅可在必要范围内向第三方再许可知识产权，且主要以黑盒模式进行，目的是在中国大陆境内开展产品的研发、制造及商业化相关研究。
CARIZON须对其自身及其再被许可方在知识产权许可协议约定情形下发生的任何违约行为承担责任，并承担相应违约后果。
我们向CARIZON授权与ADAS及自动驾驶解决方案相关的算法和软件，并提供相关技术服务，收取授权费及服务费。2023年及截至2024年6月30日止六个月，经消除与CARIZON交易的未实现损益后，我们录得来自CARIZON的收入分别为人民币627.3百万元及人民币351.6百万元。我们于2023年及截至2024年6月30日止六个月，分别向CARIZON交付了用于不同ADAS及自动驾驶功能的算法和软件。由于我们在客户取得控制权时按时间点确认授权收入，因此上述向CARIZON授权的收入分别于2023年及截至2024年6月30日止六个月，在相关授权向CARIZON开放使用且CARIZON能够使用并从中受益时予以确认。CARIZON对我们的收入贡献并非一次性，其未来的收入贡献将取决于其项目开发进展及销售情况，而这亦与其客户乘用车的下游消费需求相关。我们来自CARIZON的大部分收入源自向CARIZON授权算法和软件以满足其开发需求，较小部分来自向其提供技术服务。2023年及截至2024年6月30日止六个月，CARIZON在其八个月的运营期间未录得任何收入，净亏损分别约为人民币2亿至2.5亿元及人民币4亿至4.5亿元（未经审计数字，基于其管理账目）。
于2022年11月及2024年10月11日，我们与大众汽车的一家关联公司策略性地签订了可转换贷款协议及修订协议。根据该等协议及其中所载条款，大众汽车已同意向我们提供金额为8亿美元的可转换贷款，贷款期限自提款日起三年，年利率按梯级计息，介乎2.67%至5.67%之间。有关可转换贷款的转换机制及进一步详情，请参阅"历史、重组及公司架构——可转换贷款"。
我们遵循严格的质量保证程序，在整个开发、制造、交付及服务过程中监控解决方案的质量、产品安全性及合规性。我们制定了专门的质量保证程序及规程，以向客户提供卓越的解决方案。
我们的质量保证始于严格的供应商准入程序。对于制造商，我们与业内知名的行业领先供应商合作，并要求其具备IATF16949（或同等标准）资质认证。对于IP及EDA供应商，我们综合考量其技术能力及满足所需IP要求的问题解决能力。对于IT服务提供商，我们要求其服务具备可靠性及易用性。我们致力于与供应商保持长期稳定的合作关系，共建互利共赢的合作伙伴关系。
我们对员工（包括技术工程师和生产工程师）进行培训，要求其遵循质量保证手册中记录的质量保证和技术审查规程。我们的质量保证人员负责确保遵守书面手册中规定的内部质量保证程序。我们的Journey 2、Journey 3和Journey 5系列处理硬件均通过了AEC Q100 Grade 2认证，这是汽车行业公认的严格压力测试标准。我们的质量管理体系的效率和有效性会定期接受审查。
我们的主要供应商在整个生产流程中与我们保持沟通，并独立开展内部质量保证程序，以确保其产出物的质量。我们的供应商质量工程（SQE）团队和研发团队负责质量与产品管控，研发团队还对供应商的技术专业水平和创新能力进行评估。我们对供应商及其生产基地开展正式评估和审计，以确保其符合我们的质量保证程序和要求。
我们设有专职供应商质量工程（SQE）职能，整合供应链质量管控能力，以确保原材料质量、过程质量和出货质量。我们的软件开发基于集成产品开发（IPD）方法，结合了汽车软件过程改进与能力测定（ASPICE）框架。我们已有多名员工接受了ASPICE实践的外部培训，并获得了ASPICE评估师认证。
我们已建立完整的功能安全（FuSa）流程体系，满足ISO 26262流程最高等级（ASIL-D）的要求。我们还获得了ISO 9001、ISO 14001、ISO 27001、ISO 21434 ML3及ISO 21448认证。我们亦担任委员会成员，并参与制定了ISO 26262等多项国际标准。我们的处理硬件Journey 5是中国首款、全球首批通过ISO 26262标准ASIL-B等级认证的车规级处理硬件之一。
由于我们的客户为整车厂商（OEM）和一级供应商，而非个人消费者，我们不会为研发目的而向第三方收集个人信息。在研发过程中，我们依照适用的法律法规要求处理数据，并与具备资质的合作伙伴合作，由其负责数据脱敏和个人信息匿名化处理，以确保数据安全。有关我们业务运营中涉及的数据隐私风险的详细描述，请参阅"风险因素——与我们的业务及行业相关的风险——包括中国在内的数据隐私和数据安全法律正经历快速演变，对我们提出了重大合规要求，任何未能遵守或被认为未能遵守此类法律的情形，或有关我们数据处理惯例或政策的其他顾虑，均可能对我们的业务、财务状况、声誉及经营业绩产生重大不利影响。"
We have also established an information technology security program in order to implement data security requirements and best practices and we intend to continuously invest heavily in data security and privacy protection. Our information technology security program applies multiple layers of safeguards. We strive to adopt encryption technologies throughout the data lifecycle to safeguard privacy and enhance data security. We implement internal policies governing the authentication and authorization of access to our systems to ensure confidential and certain categories of data can only be accessed by authorized staff. Our employees only have access to data which is relevant and necessary for their responsibilities, for limited purposes, and are expected to verify authorization upon access. We have also implemented internal rules and procedures relating to the design and implementation of R&D projects and code auditing, to ensure that the designed security requirements are met in our R&D activities and code quality and security. We implement access control and account authority control for all data. We provide data security training to these employees and require them to report any information security breach.
During the Track Record Period and up to the Latest Practicable Date, we have not received any claim from any third party against us on the ground of infringement of such party's right to data and privacy protection as provided by any applicable laws and regulations in the PRC or other jurisdictions.
The global smart vehicle industry is rapidly evolving with frequent updates to ADAS and AD technologies. We compete with other players in the industry whose businesses include the design and development of software, algorithms and hardware related to ADAS and AD. We face increasingly intense competition with other leading players in various aspects of our business, including solution coverage, product design, processing capabilities as well as consumer experience. See "Industry Overview." According to CIC, during the Track Record Period, Chinese OEMs gained notable market share in the China passenger vehicle market, and all of the top 10 Chinese OEMs are our customers. According to CIC, we are the largest Chinese ADAS solution provider with a market share of 21.3% in 2023, in terms of ADAS installation volume to Chinese OEMs in China.
As of December 31, 2021, 2022 and 2023 and June 30, 2024, we employed an aggregate of 1,454, 1,986, 2,066 and 2,319 full-time employees, respectively. The following table sets forth a breakdown of the number of our employees as of June 30, 2024 by work function.
| Function | Number of Employees | |---|---| | Research and Development | 1,696 | | Sales and Marketing | 462 | | General and Administrative | 161 | | **Total** | **2,319** |
Substantially most of our employees are based in the PRC. Our success depends on our ability to attract, retain and motivate qualified personnel, and we believe that our high-quality talent pool is one of our core strengths. We adopt high standards and strict procedures in our recruitment, including campus recruitment, online recruitment, internal referral and recruitment through executive search, to satisfy our demands for different types of talents. We recruit employees based on their educational background, relevant experience in similar positions and professional qualifications, as well as our expansion strategy and job vacancies. We offer competitive compensation for our employees. In addition, we regularly evaluate the performance of our employees and reward those who perform well with higher compensation or promotion.
We provide regular and specialized training tailored to the needs of our employees in different departments. Our employees can also improve their skills through our development of technologies and mutual learning among colleagues. New employees will receive pre-job training and general training.
As required by PRC laws and regulations, we participate in various employee social security schemes organized by municipal and provincial government, including pension, maternity insurance, unemployment insurance, work-related injury insurance, health insurance and housing provident fund. 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 believe our leadership in the industry is the key factor in the retention of talent, as our employees are attracted and motivated by the exposure of working with us. However, we also enter into standard contracts and agreements regarding confidentiality, noncompetition, intellectual property, employment and commercial ethics with our executive officers and full-time employees. These contracts typically include a noncompetition provision effective during and up to two years after their employment with us and a confidentiality provision effective during and after their employment with us.
We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes or any difficulty in recruiting staff for our operations during the Track Record Period and up to the Latest Practicable Date.
Pursuant to PRC regulations, we provide social insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees based in China. We also purchase supplemental commercial medical insurance for our employees.
In line with general market practice, we do not maintain any business interruption insurance or product liability insurance, which are not mandatory under PRC laws. We do not maintain key man life insurance, insurance policies covering damages to our network or information technology systems or any insurance policies for our properties. See the section headed "Risk Factors — Risks Related to Our Business and Industry — We may not have sufficient insurance coverage to cover our business risks" in this Prospectus. During the Track Record Period, we did not make any material insurance claim in relation to our business.
我们致力于推动可持续发展实践、促进社会责任并维持强有力的管治标准，体现我们对环境、社会及管治（"ESG"）原则的承诺。我们将根据上市规则附录C2的标准制定一套ESG政策（"ESG政策"），其中概述了（i）ESG事宜的适当风险管治，包括气候相关风险和机遇；（ii）ESG策略制定程序；（iii）ESG风险管理和监控；（iv）关键绩效指标（"KPI"）的识别；以及（v）相关测量和缓解措施。
我们的ESG政策将列明不同方在管理ESG事宜方面各自的职责和权限。我们的董事会将全面负责监督和确定影响我们的环境、社会及气候相关风险和机遇，制定和采纳ESG政策及目标，每年对照ESG目标审查我们的绩效，并在发现与目标存在重大差异时适时修订ESG策略。
我们的董事会将成立ESG工作组，以支持董事会落实已商定的ESG政策、目标和策略；对ESG相关风险进行重要性评估；在准备ESG报告时向不同方收集ESG数据；以及持续监控应对本集团ESG相关风险措施的落实情况。ESG工作组须每年就我们的ESG表现及ESG体系的有效性向董事会汇报。
在业绩记录期间及直至最后实际可行日期，我们未曾遭受任何与健康、工作安全、社会及环境保护相关的重大索赔、罚款或事故；据我们的中国法律顾问告知，我们在所有重大方面均遵守了中国相关法律法规。
鉴于我们业务的性质，我们不会产生任何重大排放及废物，亦不会造成严重污染。尽管如此，我们仍将可能影响我们业务、策略和财务表现的环境及气候相关风险监控列为重要议题。在董事会的监督下，我们积极识别和监控短期、中期和长期内的ESG相关风险和机遇，并致力于将气候相关问题纳入我们的业务、策略和财务规划。
我们定期检查和分析自身业务运营产生的碳排放，并持续探索减少碳排放的解决方案。作为高级驾驶辅助系统（ADAS）及自动驾驶（AD）解决方案提供商，我们依据上市规则仅产生范围二排放。基于对排放指标的追踪和审查，我们积极探索减少碳排放和处置的行动。无害废物由物业按规定合规处理。在业绩记录期间，我们未产生与气候和环境保护相关的重大资本支出或合规成本。
• 为环境关键绩效指标设定短期和长期目标，包括排放、污染及对环境的其他影响，以减少排放和自然资源消耗。
此外，我们将采取综合措施，以缓解、适应环境对我们业务、策略和财务表现的影响，并增强抵御能力，概述如下。
| 重要领域 | 关键措施 | |---|---| | 固体废物管理 | • 要求妥善处理和处置固体废物 | | | • 按照相关标准开展危险废物存储，建立危险废物规范化管理制度，并交由具备资质的第三方进行妥善处置 | | 节能与资源节约 | • 建立"绿色办公管理制度" | | | • 在办公室更换节能设备 |
The ESG working group sets targets for each material KPI at the beginning of each financial year in accordance with the disclosure requirements of Appendix C2 to the Listing Rules and other relevant rules and regulations upon listing. The relevant targets on material KPIs will be reviewed by the Board on an annual basis to ensure that they remain appropriate to the needs of our Group. In setting targets for the KPIs, we have taken into account their respective historical levels and have considered our future business expansion thoroughly and prudently with a view of balancing business growth and environmental protection to achieve sustainable development.
Our Board has overall responsibility for overseeing and determining our environmental, social, and climate-related risks and opportunities impacting us, establishing and adopting the ESG Policy and targets of us, and reviewing our performance annually against the ESG targets and revising the ESG strategies as appropriate if significant variance from the target is identified. We will carry out a corporate risk assessment at least once a year which covers current and potential risks that we face, including but not limited to ESG risks and strategic risks from disruptive forces (such as climate change). The decisions on the reduction, transfer, acceptance or control of the risks are affected by various factors. We will incorporate climate-related issues, including the analysis on physical and transition risks, into risk assessment process and risk appetite setting. We will consider the risks and opportunities in strategic and financial planning process if such risks and opportunities are deemed to be
material. After reviewing the environmental, social and climate-related risks and our performance in response to such risks each year, we may revise and alter our ESG strategies and corporate governance policies as appropriate.
We monitor the following indicators to assess and manage our environmental and climate-related risks arising from our business operations.
| Indicators | | For Year Ended December 31, | | | For the Six Months Ended June 30, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | **Greenhouse gases** | | | | | | Total greenhouse gas emission (tons of CO2e) | 978.7 | 1,642.4 | 2,250.0 | 1,380.5 | | Total greenhouse gas emission per unit of revenue (tons of CO2e/RMB in million) | 2.1 | 1.8 | 1.5 | 1.5 | | Year-over-year/period-over-period change of total greenhouse gas emission per unit of revenue | NA | (13.5%) | (20.0%) | (38.6%) | | **Power consumption** | | | | | | Total electricity consumption (MWh) | 1,623.4 | 2,797.6 | 3,783.8 | 2,321.3 | | Total electricity consumption per unit of revenue (MWh/RMB in million) | 3.5 | 3.1 | 2.4 | 2.5 | | Year-over-year/period-over-period change of total electricity consumption per unit of revenue | N/A | (11.2%) | (21.1%) | (38.7%) | | **Water consumption** | | | | | | Total water consumption (tons) | 5,756.4 | 12,657.3 | 17,529.4 | 6,701.8 | | Total water consumption per unit of revenue (tons/RMB in million) | 12.3 | 14.0 | 11.3 | 7.2 |
| Indicators | | For Year Ended December 31, | | | For the Six Months Ended June 30, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | Year-over-year/period-over-period change of total water consumption per unit of revenue | N/A | 13.3% | (19.2%) | (36.3%) | | **Waste generation** | | | | | | Amount of non-hazardous waste (tons) | 76.3 | 89.2 | 137.0 | 57.8 | | Amount of hazardous waste (tons) | 0.9 | –(1) | 1.0 | –(2) | | Total amount of waste: | 77.2 | 89.2 | 138.0 | 57.8 | | Total amount of waste per unit of revenue (tons/RMB in million) | 0.2 | 0.1 | 0.1 | 0.1 | | Year-over-year/period-over-period change of total amount of waste per unit of revenue | N/A | (40.4%) | (9.7%) | (58.1%) |
(1) The original data is 0.01, since only one decimal place is retained, it is written "–".
(2) Our hazardous waste mainly includes toner cartridges, ink cartridges and discarded electronic devices, of which toner cartridges and ink cartridges are recycled by qualified suppliers at the end of the service cycle, and discarded electronic devices is recycled by qualified suppliers when needed.
During the Track Record Period, our power consumption, water consumption, and waste generation have increased, which aligns with our business development. We identify the range of greenhouse gas emissions that we mainly generate as Scope 1 and Scope 2 emissions according to the Greenhouse Gas Accounting System — Enterprise Accounting and Reporting Standard. Scope 1 emissions refer to direct greenhouse gas emissions primarily from the consumption of direct energy in our operations, namely the fuel consumed by our company-owned vehicles. Scope 2 emissions refer to indirect greenhouse gas emissions primarily from the consumption of electricity at our office spaces. During the Track Record Period, the total amount of GHG emission (Scope 1 and Scope 2) were 978.7 tons, 1,642.4 tons, 2,250.0 tons and 1,380.5 tons of CO2 equivalent, respectively. Based on the resource consumption data in 2023, we plan to reduce electricity density of 2.4 MWh per million revenue and water density
每百万收入11.30吨的排放密度基础上，计划到2027年将其降低约5%。基于2023年温室气体排放密度数据（范围1和范围2）为每百万收入1.45吨二氧化碳当量，我们计划到2027年将温室气体排放密度（范围1和范围2）降低约5%。
我们一直致力于企业责任项目，尤其是教育领域。秉承这一承诺，我们的首席执行官兼董事长余博士已捐款人民币1,100万元，与中国一所领先教育机构共同设立了地平线基金（Horizon Fund）。该专项基金旨在促进教育发展，支持相关领域的科学研究和人才培养。
在我们对教育的持续投入基础上，我们发起了地平线大学开发者计划（Horizon University Developer Program）。该计划拥有宏大愿景，致力于覆盖全球数千所大学，培育数百万名大学级别的开发者。该计划的核心是地平线开发套件（Horizon Development Kit），它作为高校软硬件课程的综合教学资源。
通过地平线大学开发者计划，我们寻求促进高校与我们机构之间的合作。具体合作内容包括共建课程体系、开展科研合作、培育创新创业精神，以及在竞赛和活动中建立合作伙伴关系。通过携手合作，我们旨在构建充满活力的生态系统，培育人才、促进创新，并赋能学生在科学技术领域取得卓越成就。
我们已依据中国现行法律法规（包括《中华人民共和国劳动法》和《中华人民共和国劳动合同法》）与员工签订劳动合同，并制定了《员工手册》、《劳动用工管理规定》及其他内部政策。我们依据员工能力进行招聘，遵循合法、公平、平等、自愿、协商一致、诚实守信的原则。我们禁止在任何业务环节使用童工。
我们认为，保持工作与生活的平衡对于在工作中保持良好心态至关重要。因此，我们鼓励员工通过参与体育和娱乐活动来保持良好的身心健康。
我们培育了友好且富有激励性的企业文化，我们相信这对热衷于我们成功的优秀科学家具有吸引力，并在培训和留住他们方面投入大量资源。我们提供充足的资源帮助他们取得成功，包括便捷获取我们丰富的内部培训和学习资源、宝贵的行业洞察，以及在与志同道合的科学家组成的包容性社区中工作的机会。
我们致力于提供具有竞争力的薪酬以吸引和留住员工，并为员工提供丰厚的福利和关怀，包括婚育福利、节日关怀和社区活动，以及健身房、母婴室、休息室及其他完善的功能性场所。
我们还将着力推进组织内部的多元化建设，在招聘、培训、健康保障及职业与个人发展等方面对所有员工给予平等且尊重的对待。在最大程度实现人人机会平等的同时，我们将持续倡导工作与生活的平衡，为所有员工创造舒适的工作环境。
我们已制定并维护一系列规章制度、标准操作程序及相关措施，以维护员工健康安全的工作环境，确保我们的运营符合所在司法管辖区适用的工作场所安全法规。我们实施安全指引，以说明潜在安全隐患相关信息。此外，我们已建立相关政策并采取相应措施，以确保工作环境的卫生状况及员工的健康。由于我们不运营任何生产设施，因此不面临重大的健康、工作安全、社会或环境风险。为确保遵守适用的法律法规，我们的人力资源部门将在必要时，经与法律顾问协商后，调整人力资源政策，以适应相关劳动和安全法律法规的重大变化。
为进一步支持专业发展，员工培训管理分为在职培训和入职培训两类。员工入职培训内容包括专业知识讲解及公司文化和价值观介绍。年初，我们的人力资源部门收集各部门的培训需求，并根据共同需求或痛点开展在职培训。与此同时，我们还为不同层级的管理人员提供相关领导力培训，帮助管理者提升团队管理能力，持续向更优秀的管理岗位迈进。
此外，我们已实施一套政策，以确保我们的运营符合所在司法管辖区适用的反贿赂和反腐败法规。相关政策说明了潜在的贿赂和腐败行为及我们的反贿赂和反腐败措施。政策所禁止的不当支付行为包括贿赂、回扣、过度馈赠或便利费，以及为获取不正当商业利益而作出或提出的任何其他付款。我们的合规部门负责调查
Non-U.S.-made commodities, software, and technology produced using controlled U.S. technology, software, machinery, or production facilities through the EAR's "foreign direct product" rule ("FDP rule").
U.S. export controls under the EAR are implemented through export control classifications ("ECCNs"). Items that are subject to U.S. export controls under the EAR but not listed under any particular ECCN are categorized as "EAR99." EAR99 items are the least sensitive items on the CCL and generally may be exported, re-exported or transferred without a license to most destinations and end-users. However, even EAR99 items may require export licenses if the export is destined for certain countries, entities or prohibited end-uses, such as if an exporter "knows" that such items will be used for a prohibited end-use or by a prohibited end-user.
Items listed on the Commerce Control List (the "CCL") under specific ECCNs may be restricted to varying degrees under the EAR. U.S. export controls can be applied to items by restricting their export, re-export or transfer to certain countries, entities or for certain end-uses. U.S. export controls also can be applied to transactions by restricting the ability of persons to participate in certain transactions that implicate certain countries, entities or end-uses.
There are also other U.S. agencies that administer export controls, including the U.S. Department of State through the International Traffic in Arms Regulations ("ITAR") and the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), which administers various economic sanctions regimes.
In October 2022, January 2023 and October 2023, the BIS issued three sets of rules to restrict exports of advanced chips and chip manufacturing equipment to China, which imposed additional controls and restrictions on exports, re-exports, and transfers (in-country) of advanced semiconductors, semiconductor manufacturing equipment, and related technology to China and other entities of concern.
We are a fabless semiconductor company. Our principal suppliers include manufacturers and assembly and testing service providers and IP, EDA, IT vendors. Some of our suppliers are U.S. companies or the subsidiaries of U.S. companies. Some of our suppliers' manufacturing equipment, production technology, or semiconductor IP may also be subject to U.S. export controls, though we are not in a position to determine all the U.S. export-controlled items that our suppliers use in the production of our products.
We have taken measures to mitigate the impact of the U.S. export control restrictions, including but not limited to (i) actively exploring alternative solutions that are not subject to, or are less affected by, U.S. export controls; (ii) assessing the impact of U.S. export controls and the related risks in our overall risk management practices, and dedicating significant managerial time and resources to mitigating these risks; and (iii) engaging external legal advisors to assist us in assessing potential risks in our operations arising from U.S. export controls.
We have implemented and maintained an export control compliance program in accordance with the EAR and the applicable export control requirements, which include, among other things: (i) export control policies and procedures; (ii) training programs for employees; (iii) due diligence protocols when onboarding new customers, including Know Your Customer (KYC) procedures and counterparty screening against relevant export control lists; and (iv) anti-diversion clauses in contracts with customers. As our products are developed for automotive applications and we sell primarily to automotive OEMs and Tier 1 suppliers, we have also required our direct customers to undertake in their contracts with us not to divert our products to prohibited end-uses or end-users.
There are significant uncertainties regarding the future development of U.S. export control laws and regulations, including any changes that may be made by the BIS to its regulations or policies, and we are unable to predict what measures the U.S. government may adopt in the future with respect to export controls. Any new or more stringent export controls imposed on our products or on items that our suppliers use in the production of our products, including those targeting China, may have an adverse impact on our business, financial condition and results of operations. For more information on the risks related to U.S. export controls, see "Risk Factors — Risks Relating to Our Business and Industry — We are subject to various export control laws and regulations, including the U.S. Export Administration Regulations and the rules promulgated thereunder."
某些非美国生产的产品，若属于特定技术或软件的"直接产品"，或由本身是特定技术或软件直接产品的工厂或主要工厂组件所生产（统称为《出口管理条例》的境外直接产品规则，或"FDPR"）。
2022年10月，BIS发布了一项临时最终规则（"BIS 2022年10月临时最终规则"），旨在限制中国获取先进计算集成电路、开发和维护超级计算机以及制造先进半导体的能力。2023年10月，BIS发布了另一项临时最终规则（"BIS 2023年10月临时最终规则"），对BIS 2022年10月临时最终规则所施加的美国出口管制措施进行了更新和扩展（BIS 2022年10月临时最终规则与BIS 2023年10月临时最终规则合称，连同BIS于2024年4月发布的对BIS 2023年10月临时最终规则作出技术性修正和说明的临时最终规则，统称为"BIS 2022/23年临时最终规则"）。除其他措施外，BIS 2022/23年临时最终规则将某些先进高性能计算集成电路及包含该等集成电路的计算机商品纳入商业管制清单（该清单列明受《出口管理条例》更严格管控的商品、软件及技术），并对受《出口管理条例》约束、最终用于特定司法管辖区（包括中国）超级计算机开发或生产、某些类型先进节点集成电路及先进半导体制造设备的物项，施加新的或扩大的许可证要求。
除BIS 2022/23年临时最终规则所引入的限制外，BIS还维护着一系列受强化出口管制限制的人员名单。其中一份名单——实体清单——列明了受特定贸易限制约束的境外人士，包括商业机构、研究机构、政府和私营组织、个人及其他类型的法人。近年来，美国已将越来越多的实体（包括大量中国实体）列入实体清单及其他受限或被禁止方名单。鉴于上述认定的突发性和不可预测性，相关领域的发展动态难以预判，且我们对此类认定亦无任何影响力。
截至最后实际可行日期，《出口管理条例》（包括BIS 2022/23年临时最终规则）所施加的限制尚未对我们的运营或财务表现产生负面影响。此外，基于以下段落所述原因（但须受其中所述因素约束），截至最后实际可行日期，我们的董事认为，《出口管理条例》所施加的限制尚未对我们的业务活动或扩张计划产生影响，亦预计不会产生影响。
我们已在美国出口管制法律顾问的协助下，对《出口管理条例》适用于我们业务运营的情况进行了评估。经咨询美国出口管制法律顾问并参考其意见，我们理解，由于纳入我们解决方案的半导体并非在美国境内生产或从美国出口，该等半导体物项在完全于美国境外进行出口、再出口或转让时，通常不受《出口管理条例》下美国出口管制的约束，但以下可能触发《出口管理条例》最低限度规则或FDPR的有限情形除外：
《出口管理条例》最低限度规则：如上文详述，根据最低限度规则，若非美国制造的物项在超过特定最低限度门槛的情况下纳入、捆绑或混合了某些受管制的美国原产物项，《出口管理条例》可对该等非美国制造的物项适用。
FDPR：根据FDPR，《出口管理条例》可对某些非美国原产物项适用，前提是该等物项属于特定技术或软件的"直接产品"，或由本身是上述特定技术或软件直接产品的工厂或工厂主要组件所生产。
根据上述原因及联席保荐人进行的尽职调查，联席保荐人未发现任何可合理导致其在任何重大方面不同意上述董事观点的情况。
During the Track Record Period and up to the Latest Practicable Date, we had not been involved in any actual or pending legal, arbitration or administrative proceedings (including any bankruptcy or receivership proceedings) that we believe would have a material adverse effect on our business, results of operations, financial condition or reputation and compliance.
According to our PRC Legal Adviser, the business operations we engaged in had been carried out in compliance with applicable PRC laws and regulations in all material respects during the Track Record Period and up to the Latest Practicable Date.
The following table sets forth the details of the material licenses and permits necessary for the business operations in which we engaged in China.
| License/Permit | Entity Holding the License/Permit | Grant Date | Expiration Date | |---|---|---|---| | High and New Technology Enterprises Certificate | Horizon Shanghai | 2023.12.12 | 2026.12.11 | | High and New Technology Enterprises Certificate | Horizon Information | 2023.11.30 | 2026.11.29 | | High and New Technology Enterprises Certificate | Horizon Shenzhen | 2022.12.19 | 2025.12.18 | | High and New Technology Enterprises Certificate | Beijing Horizon Robotics | 2022.10.18 | 2025.10.17 | | High and New Technology Enterprises Certificate (1) | Horizon Nanjing | 2021.11.30 | 2024.11.29 | | Quality management system certification: ISO9001:2015 | Beijing Horizon Robotics | 2024.08.24 | 2027.08.23 | | Quality management system certification: GB/T19001-2016/ISO9001:2015 | Horizon Shanghai | 2022.12.07 | 2025.11.06 | | Quality management system certification: GB/T19001-2016/ISO9001:2015 | Horizon Shenzhen | 2022.12.08 | 2025.11.04 | | Quality management system certification: GB/T19001-2016/ISO9001:2015 | Horizon Nanjing | 2022.12.02 | 2025.11.06 |
| License/Permit | Entity Holding the License/Permit | Grant Date | Expiration Date | |---|---|---|---| | Quality management system certification: GB/T19001-2016/ISO9001:2015 | Horizon Information | 2023.02.10 | 2026.02.09 | | Environmental management system certification: ISO14001:2015 | Beijing Horizon Robotics | 2024.09.22 | 2027.09.21 | | Environmental management system certification: GB/T24001-2016/ISO14001:2015 | Horizon Information | 2023.02.10 | 2026.02.09 | | Environmental management system certification: GB/T24001-2016/ISO14001:2015 | Horizon Nanjing | 2022.12.02 | 2025.12.01 | | Environmental management system certification: GB/T24001-2016/ISO14001:2015 | Horizon Shanghai | 2022.12.07 | 2025.12.06 | | Environmental management system certification: GB/T24001-2016/ISO14001:2015 | Horizon Shenzhen | 2022.12.08 | 2025.12.07 | | IT Product Information Security Certification | Beijing Horizon Robotics | 2022.11.23 | 2025.11.22 |
Note: (1) We submitted our renewal request in July 2024 before the license expiration date and we expect to obtain renewal in the fourth quarter of 2024 without any material difficulties.
在业绩记录期间及直至最新实际可行日期，我们已从中国相关政府部门取得开展实际业务经营所需的所有重要牌照、许可证、批准及证书，且该等牌照、许可证、批准及证书均持续有效。
我们已建立并目前维持由我们认为适合本集团业务经营的政策及程序组成的风险管理及内部控制系统。我们致力于持续改进该等系统。我们已就业务经营的各方面采纳并实施风险管理政策。董事会负责建立及更新我们的内部控制系统，而高级管理层则监控各附属公司及职能部门内部控制程序及措施的日常实施情况。
我们已就财务报告风险管理采纳全面的会计政策，例如财务管理、预算管理及财务报表编制。我们亦制定了相关程序以执行该等会计政策，且财务部门依据该等程序审阅管理账目。此外，我们持续为财务人员提供培训，以确保该等政策得到妥善遵守及有效执行。
对数据及其他相关信息的充分维护、存储及保护对我们的成功至关重要。我们已实施相关内部程序及控制措施，以确保数据受到保护并避免数据泄露及丢失。
我们已实施关于保护数据隐私及安全的全面内部政策。我们亦聘请外部法律顾问审查及更新我们的内部政策，并确保持续遵守所有适用法律法规。
在业绩记录期间及直至最新实际可行日期，我们未发现任何重大数据泄露或丢失情况。在业绩记录期间及直至最新实际可行日期，我们的信息技术系统未曾遭受任何重大第三方入侵、病毒攻击、黑客攻击、勒索软件攻击及其他网络攻击、信息或数据窃取或其他类似威胁。有关我们信息安全程序及政策的更多信息，请参阅本节"数据安全及隐私"。
我们已设计并采纳严格的内部程序，以确保业务经营符合相关规则及法规，并保护我们的知识产权。在我们签订任何合同或业务安排之前，法律部门会审查合同条款并审阅业务经营的所有相关文件，包括交易对手方或我们为履行合同义务而取得的牌照及许可证，以及所有必要的相关尽职调查材料。在业绩记录期间及截至最新实际可行日期，不存在重大及系统性违规情况。
我们制定了详细的内部程序，以确保内部法律部门在向公众提供解决方案及服务（包括对现有解决方案的升级）之前，对其进行监管合规审查。法律部门亦负责取得任何必要的政府预先批准或同意，包括在规定的监管时限内准备及提交所有必要文件以向相关政府部门备案，并确保所有必要的商标、版权及专利注册申请、续期或备案均已及时向主管部门提出。
We have designed and adopted strict internal procedures to ensure the compliance of our business operations with the relevant rules and regulations. We maintain internal procedures to ensure that we have obtained all material requisite licenses, permits and approvals for our business operation, and conduct regular reviews to monitor the status and effectiveness of those licenses and approvals. We obtain requisite governmental approvals or consents, including preparing and submitting all necessary documents for filing with relevant government authorities within the prescribed regulatory timelines.
We have established internal control and risk management policies covering various aspects of human resource management such as recruitment, training, work ethics and legal compliance. We maintain high standards in recruitment with strict procedures to ensure the quality of new hires and provide specialized training tailored to the needs of our employees in different departments. We also conduct periodic performance reviews for our employees, and their remuneration is performance-based. We monitor the implementation of internal risk management policies on a regular basis to identify, manage and mitigate internal risks in relation to the potential noncompliance with our code of conduct, work ethics, and violations of our internal policies or illegal acts at all levels of our Group.
Our investment department is responsible for investment project sourcing, screening, execution and portfolio management. The department sources investment projects in accordance with our investment strategy, and conducts thorough pre-investment due diligence to assess the risks, business synergies and potential return of the investment projects.
We will establish an audit committee to monitor the implementation of our risk management policies across our Company on an ongoing basis to ensure that our internal control system is effective in identifying, managing, and mitigating risks involved in our business operations. The audit committee will consist of three members, namely Dr. Jun Pu (chairman), Dr. Katherine Rong XIN and Dr. Ya-Qin Zhang, all being independent non-executive Directors. For the professional qualifications and experiences of the members of our audit committee, see "Directors and Senior Management — Board Committees."
We also maintain an internal audit department that is responsible for reviewing the effectiveness of internal controls and reporting to the audit committee on any issues identified. Our internal audit department holds regular meetings with the management to discuss any internal control issues we face and the corresponding measures to implement toward resolving such issues.
| Award/Recognition | Award Authority | Award Year | |---|---|---| | China Auto Parts Award of the Year in Mass Production | Auto Business Review | 2022 | | China Auto Parts Award in Prospective Category | Auto Business Review | 2021 | | China Auto Parts Award in Mass Production | Auto Business Review | 2020 | | Innovation Awards in the Vehicle Intelligence and Self-driving Technology Category | Consumer Electronics Show (CES) | 2019 | | One of the 50 Smartest Companies, TR50 | MIT Technology Review | 2019 | | China Auto Parts Annual Contribution Award | Auto Business Review | 2019 | | Most Innovative Company of the Year in China | Forbes China | 2018 |
Upon Listing, the Board will consist of twelve Directors, including four executive Directors, four non-executive Directors and four independent non-executive Directors. The following table provides certain information about our Directors:
| Name | Age | Position/Title | Time of Joining our Group | Date of Appointment as a Director | Responsibilities | |------|-----|---------------|--------------------------|----------------------------------|-----------------| | Dr. Kai Yu (余凱) | 47 | Chairman of the Board, executive Director and chief executive officer | July 2015 | July 21, 2015 | In charge of our overall strategic and business development | | Dr. Chang Huang (黃暢) | 43 | Executive Director and chief technology officer | July 2015 | November 1, 2017 | In charge of our overall R&D work | | Ms. Feiwen Tao (陶斐雯) | 38 | Executive Director and chief operating officer | July 2015 | September 7, 2017 | In charge of our operations and management (including financial matters) | | Dr. Liming Chen (陳黎明) | 61 | Executive Director and president | September 2021 | March 18, 2024 | In charge of our overall management, with a strategic focus on supply chain and quality assurance | | Mr. Liang Li (李良) | 52 | Non-executive Director | November 2017 | November 2017 | Provide strategic advice on the development of the Company | | Mr. Qin Liu (劉芹) | 51 | Non-executive Director | October 2015 | October 2015 | Provide strategic advice on the development of the Company | | Dr. André Stoffels | 55 | Non-executive Director | December 2023 | December 2023 | Provide strategic advice on the development of the Company | | Dr. Juehui Zhang (張覺慧) | 61 | Non-executive Director | January 2022 | January 2022 | Provide strategic advice on the development of the Company | | Dr. Jun Pu (浦軍) | 47 | Independent non-executive Director | Listing Date | October 8, 2024 | Provide independent opinion and judgment to the Board | | Mr. Yingqiu Wu (吳迎秋) | 63 | Independent non-executive Director | Listing Date | October 8, 2024 | Provide independent opinion and judgment to the Board | | Dr. Katherine Rong XIN | 60 | Independent non-executive Director | Listing Date | October 8, 2024 | Provide independent opinion and judgment to the Board | | Dr. Ya-Qin Zhang (張亞勤) | 58 | Independent non-executive Director | January 2020 | January 2020 | Provide independent opinion and judgment to the Board |
Note: As of the Latest Practicable Date, Mr. Xin Zhang (張欣) was our Director appointed by one of our investors. He will resign from directorship effective before Listing.
Dr. Kai Yu (余凱), aged 47, is our founder, chairman of the Board, an executive Director and chief executive officer. Dr. Yu is in charge of our overall strategic and business development. Dr. Yu was appointed as a Director in July 2015 and re-designated as an executive Director in March 2024.
Dr. Yu is a globally recognized scientist, and has approximately 25 years of research and development experience in computer engineering. Dr. Yu has published more than 100 research papers with over 30,000 citations. Before founding the Company, Dr. Yu was the deputy head of Baidu Research (百度研究院) from April 2012 to June 2015. He was instrumental in initiating China's one of the first autonomous driving project at Baidu in 2013. Prior to joining Baidu, Dr. Yu played various key R&D roles in Germany and the United States for 12 years, including senior research scientist at the Neural Computation Department of Siemens Corporate Technology, head of the Media Analytics Department at NEC Laboratories America. He was also an adjunct faculty at the Computer Science Department of Stanford University during the period.
Dr. Yu obtained his bachelor's degree and master's degree in electronic engineering from Nanjing University (南京大學) in July 1998 and June 2000, respectively, and his Ph.D. degree in computer science from University of Munich in Germany in July 2004.
Dr. Chang Huang (黃暢), aged 43, is our co-founder, an executive Director and chief technology officer. Dr. Huang is in charge of our overall R&D work. Dr. Huang was appointed as a Director in November 2017 and re-designated as an executive Director in March 2024.
Dr. Huang is one of the top researchers in computer engineering. As a renowned expert in both industry and academia, he has over 20,000 academic citations and owns more than 80 patents internationally. Dr. Huang served as the chief R&D architect at Baidu Inc. (NASDAQ: BIDU; stock code: 9888.HK) from November 2014 to August 2015, the principal architect of Baidu USA LLC from July 2012 to November 2014, a researcher of NEC Laboratories America from November 2010 to July 2012, and a postdoctoral researcher at the University of Southern California in the United States from November 2007 to July 2010.
Dr. Huang received his bachelor's, master's and Ph.D. degrees in computer science and technology from Tsinghua University (清華大學) in July 2003, July 2005 and July 2007, respectively.
Ms. Feiwen Tao (陶斐雯), aged 38, is our co-founder, an executive Director and chief operating officer. Ms. Tao is in charge of our operations and management (including financial matters). Ms. Tao was appointed as a Director in September 2017 and re-designated as an executive Director in March 2024. Since joining the Group, Ms. Tao has been spearheading the Group's financial, human resources, legal, marketing and administrative functions. In particular, she has been responsible for our capital market management and daily financial operations since our establishment.
Ms. Tao has extensive experiences in leading international technology companies. Prior to founding the Company, Ms. Tao worked at Baidu USA LLC before working at the headquarter of Baidu Inc. (NASDAQ: BIDU; stock code: 9888.HK) in the PRC from May 2012 to February 2016. She worked in the sales & operations team at Google's headquarters from February 2011 to May 2012. She served as a senior analyst at Foote, Cone and Belding Limited from January 2009 to February 2011.
Ms. Tao received her bachelor's degree in economics from Nanjing University (南京大學) in June 2007 and her master's degree in science and integrated marketing communications from Northwestern University in the United States in December 2008.
Dr. Liming Chen (陳黎明), aged 61, is our executive Director appointed in March 2024 and the president of our Company. Dr. Chen is in charge of our overall management, with a strategic focus on supply chain and quality assurance.
Dr. Chen is a widely respected technologist and industry leader in the automotive industry and renowned business leader in strategy development, management system and sustainable business growth with about 30 years' experiences. Prior to joining the Company, Dr. Chen held various senior positions within the Bosch Group (the "Bosch"), a leading global supplier of technology and services with a concentration in areas of automotive technology, industrial technology, consumer goods, and building technology, including application manager from August 2004 to May 2007, engineering director from June 2007 to December 2010, vice president from January 2011 to June 2012 and senior vice president and regional president of Bosch Group's chassis systems control division in China from 2012 to 2021, and was responsible for its P&L and overall management. At Bosch, Dr. Chen demonstrated outstanding technical foresight and innovation capabilities and led the development of the new generation of vehicle traction control systems (TCS), which is still used in Bosch's latest ESP10 system. He led the establishment of one of the largest foreign-invested automotive R&D centers and R&D teams in China. Under Dr. Chen's leadership and via measures of new business strategies, re-organization, deep localization of product development and manufacturing, Bosch's sales performance in China achieved significant growth and became market leader for eight consecutive years in China.
Dr. Chen received his bachelor's and master's degrees in aeronautical power device control from Nanjing University of Aeronautics and Astronautics (南京航空航天大學) (formerly known as Nanjing College of Aeronautics (南京航空學院)) in July 1983 and June 1986, respectively, and his Ph.D. degree in mechanical engineering from Wayne State University in the United States in May 1995. Dr. Chen has been a member of Global Automotive Executive Council (全球汽車精英組織) since October 2017.
Mr. Liang Li (李良), aged 52, was appointed as a Director in November 2017 and was re-designated as our non-executive Director in March 2024. He is primarily responsible for providing strategic advice on the development of the Company.
Mr. Li has served as a partner at Hillhouse Investment since November 2005. From November 2001 to November 2005, Mr. Li worked as the vice-general manager and subsequently the general manager at State Research Internet and Data (Beijing) Co., Ltd. (北京國研網絡數據科技有限公司). Prior to joining State Research Internet and Data (Beijing) Co., Ltd., Mr. Li worked at State Research Information and Technology Co., Ltd. (國研信息科技有限公司) and Development Research Centre of the State Council (國務院發展研究中心).
Mr. Li received his bachelor's degree in automation in July 1994 and his master's degree in systems engineering in June 1997 from Tsinghua University (清華大學).
Mr. Qin Liu (劉芹) (former name: Ya Liu (劉雅)), aged 51, was appointed as a Director in October 2015 and was re-designated as our non-executive Director in March 2024. He is primarily responsible for providing strategic advice on the development of the Company.
Mr. Liu co-founded and has been serving as a managing partner of 5Y Capital (formerly known as Morningside Venture Capital Limited) since June 2007. Before co-founding 5Y Capital, Mr. Liu served various roles including the business development director for investment at Morningside IT Management Services (Shanghai) Co. Ltd. (晨興信息科技諮詢(上海)有限公司) from July 2000 to November 2008. Mr. Liu has been a director of JOYY Inc. (NASDAQ: YY) since June 2008, and he currently serves as a member of the corporate governance and nominating committee and the investment committee of JOYY Inc.. Mr. Liu became a director of Xiaomi Corporation (stock code: 1810.HK) in May 2010, and he currently serves as a non-executive director and a member of the audit committee of Xiaomi Corporation. Since December 2014, Liu Qin has been a director of Agora, Inc. (NASDAQ: API), and he currently serves as a member of the audit committee, the nominating and corporate governance committee and the compensation committee of Agora Inc. Mr. Liu served as a non-executive director of XPeng Inc. (NYSE: XPEV, stock code: 9868.HK) from September 2019 to June 2023.
Mr. Liu received his bachelor's degree in industrial electrical automation from University of Science and Technology Beijing (北京科技大學) in July 1993, and his master's degree in business administration from China Europe International Business School (中歐國際工商學院) in April 2000.
Dr. André Stoffels, aged 55, was appointed as a Director in December 2023 and was re-designated as our non-executive Director in March 2024. He is primarily responsible for providing strategic advice on the development of the Company.
From September 2023 to present, Dr. Stoffels has been the chief financial officer at CARIAD SE, prior to which he held various senior positions within Volkswagen Group including the executive first vice president (finance) in FAW-Volkswagen Co. Ltd. from April 2019 to July 2023, a management position in finance, China, compliance and integrity department at AUDI AG from October 2018 to March 2019, the chief financial officer at Ducati Motor Holding spa from September 2015 to September 2018, the chief financial officer in Volkswagen Group España Distribución from May 2012 to August 2015, and the head of strategic corporate planning at AUDI AG from June 2004 to April 2012.
Dr. Stoffels received his diploma in engineering (general engineering) from École Centrale in France and his diploma in engineering (electrical engineering) from RWTH Aachen University in Germany in June 1994 and December 1995, respectively. Dr. Stoffels received his Ph.D. degree in mechanical engineering from Technical University Darmstadt in Germany in May 2001.
Dr. Juehui Zhang (張覺慧), aged 61, was appointed as a Director in January 2022 and was re-designated as our non-executive Director in March 2024. He is primarily responsible for providing strategic advice on the development of the Company.
Dr. Zhang has been the deputy chief engineer at SAIC Motor from October 2019 to present, prior to which he successively served as deputy general manager of SAIC Motor's fuel cell division, deputy director of the engineering research institute, deputy general manager of the new energy vehicle division, deputy director of the technology center, director of the new energy and technology management department, chief engineer of the passenger vehicle division, deputy director of the technology center, and executive deputy director of the technology center from June 2006 to September 2019. From August 1986 to June 2006, Dr. Zhang successively served as product engineering designer, head of the technical coordination department and head of product engineering of Shanghai Volkswagen Automotive Co., Ltd. (上海大眾汽車有限公司). Dr. Zhang has been a director of Z-ONE Technology Co., Ltd. (零束科技有限公司) since December 2021 and a supervisor of Shanghai Hydrogen Propulsion Technology Co. Ltd. (上海捷氫科技股份有限公司) since December 2021.
Dr. Zhang received his bachelor's degree in mechanical engineering in July 1986 and his Ph.D. degree in vehicle engineering from Tongji University (同濟大學) in March 2010.
Dr. Jun Pu (浦軍), aged 47, was appointed as an independent non-executive Director on October 8, 2024. He is primarily responsible for providing independent opinion and judgment to the Board.
Dr. Pu has been an accounting professor since December 2016 at University of International Business and Economics (對外經濟貿易大學), a researcher of the Beijing Enterprises' Global Management Research Centre (北京企業國際化經營基地) and the Research Centre for the Internationalization of Chinese Enterprises (中國企業國際化經營研究中心) since 2005 at University of International Business and Economics (對外經濟貿易大學).
Dr. Pu has been an independent non-executive director and the chairman of the audit committee of the board of directors of China Quanjude (Group) Co., Ltd. (中國全聚德(集團)股份有限公司, stock code: 002186.SZ) since January 2019, an independent non-executive director and the chairman of the audit committee of the board of directors of New Journey Health Technology Group Co., Ltd. (新里程健康科技集團股份有限公司, stock code: 002219.SZ) since March 2021, an independent non-executive director and the chairman of the audit committee of the board of directors of China Science Publishing & Media Ltd (中國科技出版傳媒股份有限公司, stock code: 601858.SH) since January 2022, and an independent non-executive director and a member of the audit committee of the board of directors of Ecovacs Robotics Co., Ltd. (科沃斯機器人股份有限公司, stock code: 603486.SH) since May 2022. Dr. Pu served as an independent non-executive director of Beijing Baination Pictures Co., Ltd. (北京百納千成影視股份有限公司, stock code: 300291.SZ) from November 2016 to March 2023.
Dr. Pu received his bachelor's degree in economics in July 1999, master's degree in management in June 2002 and Ph.D. degree in economics in June 2005 from University of International Business and Economics (對外經濟貿易大學).
Mr. Yingqiu Wu (吳迎秋), aged 63, was appointed as an independent non-executive Director on October 8, 2024. He is primarily responsible for providing independent opinion and judgment to the Board.
Mr. Wu has been the chairman and chief executive officer of Huanqiu Automobile Group (寰球汽車集團) since September 2010. He was an adjunct professor at the school of journalism at Lanzhou University (蘭州大學). Mr. Wu served as the senior vice president and the chairman of the media committee of Yiche Media Group (易車傳媒集團) from February 2008 to December 2010. From December 1987 to February 2008, Mr. Wu worked at China Automotive News (中國汽車報社) with the last position as deputy editor.
Mr. Wu received his bachelor's degree in literature from Lanzhou University (蘭州大學) in 1983.
Dr. Katherine Rong XIN, aged 60, was appointed as an independent non-executive Director on October 8, 2024. She is primarily responsible for providing independent opinion and judgment to the Board.
Dr. XIN has been a professor of management since September 2001 and associate dean since 2011 at the China Europe International Business School (中歐國際工商學院). She worked as a professor and associate professor in various renowned universities from 1999 to 2009. Dr. XIN served as an independent director in Shanghai Blossom Hill Hotel Management Co. Ltd., (上海布洛斯酒店管理有限公司), a company mainly engaged in boutique hotel management in China under the brand of Blossom Hill (花間堂), from March 2012 to April 2017.
Dr. XIN has been an independent non-executive director of Fosun Tourism Group (復星旅遊文化集團, stock code: 1992.HK) since November 2018, an independent non-executive director of EuroEyes International Eye Clinic Limited (德視佳國際眼科有限公司, stock code: 1846.HK) since April 2021, an independent non-executive director of Kingdee International Software Group Company Limited (金蝶國際軟件集團有限公司, stock code: 268.HK) since December 2021, an independent non-executive director of Landsea Green Life Service Company Limited (朗詩綠色生活服務有限公司, stock code: 1965.HK) since April 2022, and a director of Contemporary Amperex Technology Co., Limited (寧德時代新能源科技股份有限公司, stock code: 300750.SZ) since November 2022. Dr. XIN served as an independent non-executive director of Besunyen Holdings Company Limited (碧生源控股有限公司, stock code: 926.HK) from July 2010 to December 2012.
Dr. XIN was awarded the Chinese Most Cited Researchers by Elsevier, a global provider of scientific, technical, and medical information, for nine consecutive years from 2014 to 2022.
Dr. XIN received her bachelor's degree in English from Auhui University (安徽大學) in July 1984. She received her master's degree in applied linguistics from Graduate University of Chinese Academy of Sciences (中國科學院研究生院) in July 1986, and her master's degree in business administration from California State University in the United States in June 1991. She received her Ph.D. degree in business administration from the University of California in the United States in June 1995.
Dr. Ya-Qin Zhang (張亞勤), aged 58, has been our independent Director taking non-executive role since January 2020 and was re-designated as our independent non-executive Director in March 2024. He is primarily responsible for providing independent opinion and judgment to the Board.
Dr. Zhang was the president of Baidu Inc. (NASDAQ: BIDU, stock code: 9888.HK) from 2014 to 2019. Prior to Baidu, Dr. Zhang had been an executive at Microsoft for 16 years with different key positions, including managing director of Microsoft Research Asia, chairman of Microsoft China, and corporate vice president and chairman of Microsoft Asia R&D.
Dr. Zhang was elected as a fellow of the Chinese Academy of Engineering (CAE), the American Academy of Arts and Sciences (AAA&S), the Australian Academy of Technology and Engineering (ATSE), the National Academy of Inventors (NAI), and the Euro-Asia Academy of Sciences. He is a fellow of IEEE and CAAI. He is one of the top scientists and technologists in computer engineering, with over 500 papers authored, 60 U.S. patents granted, and 11 books published. His original research has become the basis for start-up ventures, new products, and international standards.
Dr. Zhang has been an independent non-executive director of AsiaInfo Technologies Limited (亞信科技控股有限公司, stock code: 1675.HK) since December 2018. He has been a non-executive director of WPP (NYSE: WPP, LSE: WPP) since January 2021 and Chinasoft International Limited (中軟國際有限公司, stock code: 354.HK) since December 2008.
Dr. Zhang received his bachelor's degree in radio electronics and master's degree in telecommunication and electrical systems from the University of Science and Technology of China (中國科技大學) in July 1983 and January 1986, respectively. In February 1990, Dr. Zhang received his Ph.D. degree in electrical engineering from George Washington University, Washington D.C.
In 2019, Dr. Zhang has been named as a defendant in a class action filed by certain investors against NIO Inc., a company listed on the New York Stock Exchange (symbol: NIO) and the Stock Exchange (stock code: 09866.HK) in the United States District Court for the Eastern District of New York, in his capacity as its former director. The plaintiffs alleged that they purchased NIO Inc.'s american depositary shares at artificially inflated prices and thus, were seeking to recover compensable damage caused by the defendants' violation of the federal securities laws and to follow remedies under the Securities Exchange Act of 1934. As of the Latest Practicable Date and to our best knowledge, the case is still pending.
Based on available information and taking into account that (i) the case is still pending as of the Latest Practicable Date and the court has not ruled on the substance of the plaintiffs' claims, (ii) such class action is not uncommon among companies listed in the United States and being named as a defendant in the capacity of a former director in a class action does not form a basis for doubting Dr. Zhang's integrity or suitability to discharge his duties as a director of a listed company in Hong Kong, and (iii) there was no evidence showing Dr. Zhang's personal involvement in conducting or directing to conduct any alleged unlawful actions in a manner that would raise concerns as to his character, experience, integrity and ability to discharge his duties as a director, including fiduciary duties and duties to exercise skill, care and diligence to a standard that commensurates with his position as a director of a listed company in Hong Kong, the Directors are of the view that this class action would not affect the suitability of Dr. Zhang as a Director of the Company under Rules 3.08 and 3.09 of the Listing Rules.
The following table sets forth the key information about our senior management.
reviewing the structure, size and composition of our Board and making recommendations to the Board on any proposed changes;
making recommendations on criteria for selecting candidates qualified for appointment as Directors to the Board;
dealing with other matters that are authorized by our Board.
Corporate Governance Committee We have established a Corporate Governance Committee with written terms of reference in compliance with paragraph D.3 of the Corporate Governance Code. The Corporate Governance Committee consists of three Directors, namely Dr. Ya-Qin Zhang, Dr. Jun Pu and Mr. Yingqiu Wu. Dr. Ya-Qin Zhang serves as the chairman of the Corporate Governance Committee. The primary duties of the Corporate Governance Committee include, but not limited to, the following:
developing and reviewing our Company's policies and practices on corporate governance and making recommendations to our Board;
reviewing and monitoring the training and continuous professional development of our Directors and senior management;
reviewing and monitoring our Company's policies and practices on compliance with legal and regulatory requirements;
developing, reviewing and monitoring the code of conduct and compliance manual applicable to our employees and our Directors; and
dealing with other matters that are authorized by our Board.
REMUNERATION POLICY Remuneration of Executive Directors and Senior Management The Directors and senior management of our Company receive compensation in the form of salaries, allowances, welfare benefits and retirement scheme contributions. For the years ended December 31, 2021, 2022 and 2023, the aggregate compensation paid to our Directors and senior management was approximately RMB27.4 million (万元), RMB46.5 million (万元) and RMB47.7 million (万元), respectively.
We regularly review and determine the remuneration and compensation packages of our senior management based on their working experience, professional qualifications, job duties and prevailing market conditions. Our Remuneration Committee makes recommendations to our Board on our overall remuneration policy, and is responsible for determining the compensation of our executive directors and senior management.
Remuneration of Independent Non-executive Directors For the years ended December 31, 2021, 2022 and 2023, the aggregate remuneration paid to our independent non-executive directors was approximately RMB1.1 million (万元), RMB2.1 million (万元) and RMB2.1 million (万元), respectively.
conducting extensive search and providing to our Board suitable candidates for our Directors, chief executive officer and other members of the senior management;
reviewing the structure, size and composition of our Board at least annually and making recommendations on any proposed changes to our Board;
researching and developing standards and procedures for the election of our Board members, chief executive officer and members of the senior management, and making recommendations to our Board; and
董事及高级管理层 企业管治委员会 我们已根据《上市规则》第8A章设立企业管治委员会。企业管治委员会由三名独立非执行董事组成，即张亚勤博士、蒲军博士及吴颖球先生。张亚勤博士担任企业管治委员会主席。企业管治委员会的主要职责包括（除其他事项外）确保本公司为全体股东的利益而经营和管理，并确保本公司遵守《上市规则》及与本公司加权投票权架构相关的保障措施。有关其在企业管治相关事务方面的经验，请参阅上文"——独立非执行董事"一节中独立非执行董事的履历。
DIRECTORS AND SENIOR MANAGEMENT Corporate Governance Committee We have established a Corporate Governance Committee in compliance with Chapter 8A of the Listing Rules. The Corporate Governance Committee comprises three independent non-executive Directors, namely Dr. Ya-Qin Zhang, Dr. Jun Pu and Mr. Yingqiu Wu. Dr. Ya-Qin Zhang is the chairman of the Corporate Governance Committee. The primary duties of the corporate governance committee are, among other things, to ensure that the Company is operated and managed for the benefit of all Shareholders and to ensure the Company's compliance with the Listing Rules and safeguards relating to the weighted voting right structures of the Company. For details of their experience in corporate governance related matters, see the biographies of the independent non-executive Directors in the section headed "— Independent Non-executive Directors" above.
In accordance with Rule 8A.30 of the Listing Rules and the Corporate Governance Code, the work of our corporate governance committee as set out in its terms of reference includes:
to develop and review the Company's policies and practices on corporate governance and make recommendations to the Board;
to review and monitor the training and continuous professional development of Directors and senior management;
to review and monitor the Company's policies and practices on compliance with legal and regulatory requirements;
to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors;
to review the Company's compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report;
to review and monitor whether the Company is operated and managed for the benefit of all its Shareholders;
to confirm, on an annual basis, that the beneficiaries of weighted voting rights have been members of the Board throughout the year and that no matters under Rule 8A.17 of the Listing Rules have occurred during the relevant financial year;
to confirm, on an annual basis, whether or not the beneficiaries of weighted voting rights have complied with Rules 8A.14, 8A.15, 8A.18 and 8A.24 of the Listing Rules throughout the year;
to review and monitor the management of conflicts of interests and make a recommendation to the Board on any matter where there is a potential conflict of interest between the Company, a subsidiary of the Company and/or Shareholders of the Company (considered as a group) on one hand and any beneficiary of weighted voting rights on the other;
to review and monitor all risks related to the Company's weighted voting rights structure, including connected transactions between the Company and/or a subsidiary of the Company on one hand and any beneficiary of weighted voting rights on the other and make a recommendation to the Board on any such transaction;
to seek to ensure effective and on-going communication between the Company and its Shareholders, particularly with regards to the requirements of Rule 8A.35 of the Listing Rules;
(m) to report on the work of the corporate governance committee on at least a half-yearly and annual basis covering all areas of its terms of reference; and
to disclose, on a comply or explain basis, its recommendations to the Board in respect of the matters in sub-paragraphs (i) to (l) above in the report referred to in sub-paragraph (m) above.
Pursuant to Rule 8A.32 of the Listing Rules, the Corporate Governance Report prepared by the Company for inclusion in our interim and annual reports after Listing will include a summary of the work of the corporate governance committee for the relevant period.
Pursuant to Rule 8A.26 of the Listing Rules, the role of the independent non-executive directors of a listed company with WVR structure must include, but is not limited to, the functions described in Code Provisions C.1.2, C.1.6 and C.1.7 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. The functions of the independent non-executive Directors include:
participating in Board meetings to bring an independent judgment to bear on issues of strategy, policy, performance, accountability, resources, key appointments and standards of conduct;
scrutinizing the Company's performance in achieving agreed corporate goals and objectives, and monitoring performance reporting;
giving the Board and any committees on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation;
making a positive contribution to the development of the Company's strategy and policies through independent, constructive and informed comments; and
attending general meetings and developing a balanced understanding of the views of our Shareholders.
董事确认函 上市规则第8.10条 我们每位董事确认，截至最后实际可行日期，除上文披露者外，其并无在任何业务中拥有权益，而该等业务与本公司业务直接或间接竞争或可能竞争，且须根据上市规则第8.10条予以披露。
上市规则第3.09D条 我们每位董事确认，其(i)已于2024年3月获取上市规则第3.09D条所述的法律意见，及(ii)了解其作为上市发行人董事根据上市规则所承担的责任。
上市规则第3.13条 每位独立非执行董事已确认(i)其就上市规则第3.13(1)至(8)条所述各项因素而言的独立性，(ii)截至最后实际可行日期，其对本公司或其附属公司的业务并无过去或现时的财务或其他权益，亦与本公司任何核心关连人士（根据上市规则）无任何关连，及(iii)其委任时并无其他可能影响其独立性的因素。
董事及高级管理层 董事薪酬 我们的董事所获得的薪酬包括袍金、薪金、津贴、酌情花红、股份薪酬、退休福利计划供款及其他实物福利。
截至2021年、2022年及2023年12月31日止年度以及截至2024年6月30日止六个月，应付或已付予我们董事的薪酬总额分别为人民币70.2百万元、人民币28.6百万元、人民币17.0百万元及人民币13.4百万元。
根据现行薪酬安排，我们估计截至2024年12月31日止年度应计予我们董事的税前薪酬总额约为人民币14.5百万元。
就五名最高薪人士中的其余人士而言，其薪酬总额于截至2021年、2022年及2023年12月31日止年度以及截至2024年6月30日止六个月分别为人民币13.8百万元、人民币30.7百万元、人民币174.1百万元及人民币72.4百万元。
于记录期间，本公司并无向我们的董事或五名最高薪人士支付或由其收取任何薪酬，作为加入本公司的诱因或加入本公司时的报酬，或作为因终止与本公司或其任何附属公司管理职位相关的职务的补偿。
于记录期间，我们的董事概无放弃任何薪酬。除上文所披露者外，于记录期间，本公司或其任何附属公司并无向我们的董事或五名最高薪人士支付或应付任何其他款项。
企业管治 根据上市规则附录C1所载企业管治守则第2部分守则条文第C.2.1条，于联交所上市的公司应遵守（但可选择偏离）以下规定：主席与行政总裁的职责应予分开，且不应由同一人担任。我们并无设立独立的主席及行政总裁职位，于先生目前同时兼任该两项职务。董事会认为，由同一人兼任主席及行政总裁职务有助于确保本集团的领导层保持一致，并能为本集团制定更为有效且高效的整体战略规划。董事会认为，现行安排的权力与权威平衡不会受损，且该架构将使本公司能够迅速有效地作出及执行决策。
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.
Our Directors have a balanced mix of knowledge and skills, including overall management and strategic development, accounting and corporate governance in addition to industry experience. We have four independent non-executive Directors with different industry backgrounds, representing 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. 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 Listing, 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.
We have appointed Somerley Capital Limited as our Compliance Adviser pursuant to Rule 8A.33 of the Listing Rules. Our Compliance Adviser will provide us with guidance and advice as to compliance with the Listing Rules and applicable Hong Kong laws.
Pursuant to Rules 3A.23 and 8A.34 of the Listing Rules, our Compliance Adviser will advise our Company, among others, in the following circumstances:
(b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases;
(c) where we propose to use the proceeds from the Global Offering in a manner different from that detailed in this Prospectus or where our business activities, developments or results deviate from any forecast, estimate or other information in this Prospectus;
(d) where the Stock Exchange makes an inquiry to our Company regarding unusual movements in the price or trading volume of its listed securities or any other matters in accordance with Rule 13.10 of the Listing Rules;
(f) transactions in which any beneficiary of weighted voting rights in the Company has an interest; and
(g) where there is a potential conflict of interest between the Company, its subsidiary and/or Shareholders (considered as a group) on one hand and any beneficiary of weighted voting rights in the Company on the other.
The term of appointment of the Compliance Adviser shall commence on the Listing Date. Pursuant to Rule 8A.33 of the Listing Rules, the Company is required to engage a compliance adviser on a permanent basis.
We have entered into cornerstone investment agreements (each a "Cornerstone Investment Agreement", and together the "Cornerstone Investment Agreements") with the cornerstone investors set out below (each a "Cornerstone Investor", and together the "Cornerstone Investors"), pursuant to which the Cornerstone Investors have agreed to, subject to certain conditions, subscribe at the Offer Price for a certain number of Offer Shares that may be purchased for an aggregate amount of approximately US$219.8 million (approximately HK$1,707.1 million) (the "Cornerstone Placing"). The calculations in this section, which are based on the exchange rate as disclosed in the section headed "Information about this Prospectus and the Global Offering", are for illustration purpose.
Assuming an Offer Price of HK$3.73, being the low-end of the Offer Price range set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone Investors would be 457,660,800 Offer Shares, representing approximately (i) 33.8% of the Class B Ordinary Shares offered pursuant to the Global Offering (assuming that the Over-allotment Option is not exercised), (ii) 3.5% of our total issued share capital immediately upon completion of the Global Offering (assuming the Over-allotment Option is not exercised); and (iii) 3.5% of our total issued share capital immediately upon completion of the Global Offering and the full exercise of the Over-allotment Option.
Assuming an Offer Price of HK$3.86, being the mid-point of the Offer Price range set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone Investors would be 442,247,400 Offer Shares, representing approximately (i) 32.6% of the Class B Ordinary Shares offered pursuant to the Global Offering (assuming that the Over-allotment Option is not exercised), (ii) 3.4% of our total issued share capital immediately upon completion of the Global Offering (assuming the Over-allotment Option is not exercised); and (iii) 3.3% of our total issued share capital immediately upon completion of the Global Offering and the full exercise of the Over-allotment Option.
Assuming an Offer Price of HK$3.99, being the high-end of the Offer Price range set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone Investors would be 427,838,400 Offer Shares, representing approximately (i) 31.6% of the Class B Ordinary Shares offered pursuant to the Global Offering (assuming that the Over-allotment Option is not exercised), (ii) 3.3% of our total issued share capital immediately upon completion of the Global Offering (assuming the Over-allotment Option is not exercised); and (iii) 3.2% of our total issued share capital immediately upon completion of the Global Offering and the full exercise of the Over-allotment Option.
Our Company is of the view that the Cornerstone Placing will help to raise the profile of our Company and to signify that such investors have confidence in our business and prospect. Our Company became acquainted with each of the Cornerstone Investors in its ordinary course of business or previous financing.
To the best knowledge of our Company, each of the Cornerstone Investors (i) is an Independent Third Party; (ii) none of the Cornerstone Investors is accustomed to taking instructions from our Company, the Directors, chief executive, our Controlling Shareholders, substantial shareholders, existing Shareholders (save for Ning Bo Yong Ning Gao Xin SP as defined below) or any of their respective subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Offer Shares; (iii) none of the subscription of the relevant Offer Shares by any of the Cornerstone Investors is financed by our Company, the Directors, chief executive, our Controlling Shareholders, substantial shareholders, existing Shareholders (save for Ning Bo Yong Ning Gao Xin SP as defined below) or any of their respective subsidiaries or their respective close associates; (iv) each Cornerstone Investor will be utilizing their internal resources as their source of funding for the subscription of the Offer Shares; and (v) no approval from other stock exchange is required for each Cornerstone Investor's investment in our Company as described in this section.
The Cornerstone Placing will form part of the International Offering and the Cornerstone Investors will not subscribe for any Offer Shares under the Global Offering (other than pursuant to the Cornerstone Investment Agreements). The Offer Shares to be subscribed by the Cornerstone Investors will rank pari passu in all respect with the fully paid Shares in issue and will be counted towards the public float of our Company under Rule 8.08 of the Listing Rules.
Immediately following the completion of the Global Offering, none of the Cornerstone Investors will become a substantial shareholder of the Company, and the Cornerstone Investors will not have any Board representation in our Company. Other than a guaranteed allocation of the relevant Offer Shares at the final Offer Price, the Cornerstone Investors do not have any preferential rights in the Cornerstone Investment Agreements compared with other public Shareholders. There are no side arrangements between our Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Cornerstone Placing.
The total number of Offer Shares to be subscribed by the Cornerstone Investors may be affected by reallocation of the Offer Shares between the International Offering and the Hong Kong Public Offering in the event of over-subscription under the Hong Kong Public Offering as described in the paragraph headed "Structure of the Global Offering — The Hong Kong Public Offering — Reallocation" in this Prospectus. The number of Offer Shares to be acquired by each Cornerstone Investor may be reduced on a pro rata basis in accordance with the terms of the Cornerstone Investment Agreement to satisfy the short fall, after taking into account the requirements under Appendix F1 to the Listing Rules as well as the discretion of the Joint Global Coordinators and the Overall Coordinators (for themselves and on behalf of the International Underwriters) to exercise the Over-allotment Option.
There will be no delayed delivery or deferred settlement of Offer Shares to be subscribed by the Cornerstone Investors and the consideration will be settled by the Cornerstone Investors before the Listing Date. The Offer Shares to be subscribed by the Cornerstone Investors may be affected by reallocation in the event of over-subscription under the Hong Kong Public Offering, as described in "Structure of the Global Offering — The Hong Kong Public Offering
CORNERSTONE INVESTORS — Reallocation". Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment results announcement to be issued by us on or around October 23, 2024.
Ning Bo Yong Ning Gao Xin SP, an existing Shareholder of our Company and a close associate of JSC International Investment Fund SPC acting for and on behalf of Shan Xin SP, which is an existing Shareholder of our Company, has been granted a waiver from strict compliance with the requirements under Rules 9.09(b) and 10.04 of, and a consent under paragraph 5(2) of Appendix F1 to, the Listing Rules (as applicable) by the Stock Exchange and Paragraph 12 in Chapter 4.15 of the Guide for New Listing Applicants published by the Stock Exchange. For further details, please see the section headed "Waivers and Exemption".
Set out below in the aggregate number of Offer Shares, and the corresponding percentages to the Offer Shares and our Company's total issued share capital under the Cornerstone Placing:
| Name | Investment Amount (USD in millions) | Number of Offer Shares (rounded down to nearest whole board lot of 600 Class B Ordinary Shares) | Approximately % of Total Number of Offer Shares (Over-allotment Option is not Exercised) | Approximately % of Total Number of Offer Shares (Over-allotment Option is fully Exercised) | Approximately % of Class B Ordinary Shares in issue immediately following the Completion of the Global Offering (Over-allotment Option is not Exercised) | Approximately % of Class B Ordinary Shares in issue immediately following the Completion of the Global Offering (Over-allotment Option is fully Exercised) | Approximately % of total Shares in issue immediately following the Completion of Global Offering (Over-allotment Option is not Exercised) | Approximately % of total Shares in issue immediately following the Completion of Global Offering (Over-allotment Option is fully Exercised) | |---|---|---|---|---|---|---|---|---| | Alisoft China Holding Limited | 50.0 | 104,110,200 | 7.7% | 6.7% | 1.0% | 0.9% | 0.80% | 0.8% | | Baidu (Hong Kong) Limited | 50.0 | 104,110,200 | 7.7% | 6.7% | 1.0% | 0.9% | 0.8% | 0.8% | | PARTICIPATIONS 1 | 9.9 | 20,609,400 | 1.5% | 1.3% | 0.2% | 0.2% | 0.2% | 0.2% | | JSC International Investment Fund SPC (acting for and on behalf of Ning Bo Yong Ning Gao Xin SP) | — | — | — | — | — | — | — | — | | Total | 109.9 | 228,830,400 | 16.9% | 14.7% | — | — | — | — |
CORNERSTONE INVESTORS Based on the Offer Price of HK$3.86 (being the mid-point of the Offer Price range)
| Name | Investment Amount (USD in millions) | Number of Offer Shares (rounded down to nearest whole board lot of 600 Class B Ordinary Shares) | Approximately % of Total Number of Offer Shares (Assuming the Over-allotment Option is not Exercised) | Approximately % of Total Number of Offer Shares (Assuming the Over-allotment Option is fully Exercised) | Approximately % of Class B Ordinary Shares in issue immediately following the Completion of the Global Offering (Assuming the Over-allotment Option is not Exercised) | Approximately % of Class B Ordinary Shares in issue immediately following the Completion of the Global Offering (Assuming the Over-allotment Option is fully Exercised) | Approximately % of total Shares in issue immediately following the Completion of Global Offering (Assuming the Over-allotment Option is not Exercised) | Approximately % of total Shares in issue immediately following the Completion of Global Offering (Assuming the Over-allotment Option is fully Exercised) | |---|---|---|---|---|---|---|---|---| | Alisoft China Holding Limited | 50.0 | 100,603,800 | 7.4% | 6.5% | 0.9% | 0.9% | 0.8% | 0.8% | | Baidu (Hong Kong) Limited | 50.0 | 100,603,800 | 7.4% | 6.5% | 0.9% | 0.9% | 0.8% | 0.8% | | PARTICIPATIONS 1 | 9.9 | 19,915,200 | 1.5% | 1.3% | 0.2% | 0.2% | 0.2% | 0.2% | | JSC International Investment Fund SPC (acting for and on behalf of Ning Bo Yong Ning Gao Xin SP) | 109.9 | 221,123,400 | 16.3% | 14.2% | 2.0% | 2.0% | 1.7% | 1.7% | | Total | 219.8 | 442,247,400 | 32.6% | 28.4% | 4.1% | 4.0% | 3.4% | 3.3% |
| Name | Investment Amount (USD in millions) | Number of Offer Shares (rounded down to nearest whole board lot of 600 Class B Ordinary Shares) | Approximately % of Total Number of Offer Shares (Assuming the Over-allotment Option is not Exercised) | Approximately % of Total Number of Offer Shares (Assuming the Over-allotment Option is fully Exercised) | Approximately % of Class B Ordinary Shares in issue immediately following the Completion of the Global Offering (Assuming the Over-allotment Option is not Exercised) | Approximately % of Class B Ordinary Shares in issue immediately following the Completion of the Global Offering (Assuming the Over-allotment Option is fully Exercised) | Approximately % of total Shares in issue immediately following the Completion of Global Offering (Assuming the Over-allotment Option is not Exercised) | Approximately % of total Shares in issue immediately following the Completion of Global Offering (Assuming the Over-allotment Option is fully Exercised) | |---|---|---|---|---|---|---|---|---| | Alisoft China Holding Limited | 50.0 | 97,326,000 | 7.2% | 6.2% | 0.9% | 0.9% | 0.7% | 0.7% | | Baidu (Hong Kong) Limited | 50.0 | 97,326,000 | 7.2% | 6.2% | 0.9% | 0.9% | 0.7% | 0.7% | | PARTICIPATIONS 1 | 9.9 | 19,266,600 | 1.4% | 1.2% | 0.2% | 0.2% | 0.1% | 0.1% | | JSC International Investment Fund SPC (acting for and on behalf of Ning Bo Yong Ning Gao Xin SP) | 109.9 | 213,919,200 | 15.8% | 13.7% | 2.0% | 1.9% | 1.6% | 1.6% | | Total | 219.8 | 427,838,400 | 31.6% | 27.5% | 3.9% | 3.9% | 3.3% | 3.2% |
CORNERSTONE INVESTORS The following information about the Cornerstone Investors was provided to our Company by the Cornerstone Investors in relation to the Cornerstone Placing.
Alisoft China Holding Limited ("Alisoft China") is a limited liability company incorporated in Hong Kong and an indirect wholly-owned subsidiary of Alibaba Group Holding Limited ("Alibaba Group"). Alisoft China is the holding company of certain PRC subsidiaries of Alibaba Group primarily involved in the operation of cloud computing business. Alibaba Group is a company incorporated in the Cayman Islands, with its American depositary shares, each representing eight ordinary shares, listed on the New York Stock Exchange (Stock Symbol: BABA), and its ordinary shares listed on the Main Board of the Stock Exchange (Stock Code: 9988). Alibaba Group's mission is to make it easy to do business anywhere. Alibaba Group aims to build the future infrastructure of commerce and envisions that its customers will meet, work and live at Alibaba, and that it aspires to be a good company that will last for 102 years. Alibaba Group's core businesses are comprised of e-commerce and cloud computing.
Baidu (Hong Kong) Limited is a limited liability company incorporated in Hong Kong. Baidu (Hong Kong) Limited is indirectly wholly-owned by Baidu, Inc., a company listed on Nasdaq (symbol: BIDU) and the Stock Exchange (stock code: 09888). Baidu, Inc. is a leading AI company with a strong Internet foundation.
PARTICIPATIONS 1 is a simplified limited company established in December 2022 in France which is primarily engaged in investment activities. PARTICIPATIONS 1 is ultimately controlled by Merit France SAS, an investment holding company ultimately controlled by a family office from France with various assets in logistics and real estate across Europe and other regions.
JSC International Investment Fund SPC (acting for and on behalf of Ning Bo Yong Ning Gao Xin SP) is indirectly held by JSC Gaoxin (Beijing) International Venture Capital Fund (璟泉甬寧高芯(北京)國際股權投資基金合夥企業(有限合夥)), of which (i) Ningbo Yongning Gaoxin Private Equity Investment Partnership (Limited Partnership) (寧波甬寧高芯股權投資合夥企業(有限合夥)) is the limited partner, which is mainly beneficially owned by Ningbo Gaoxin Technology Industry Development District Management Committee (寧波高新技術產業開發區管理委員會) and the State-Owned Assets Supervision & Administration Commission of Ningbo Municipal Government (寧波市人民政府國有資產監督管理委員會), and (ii) Jade Spring Shancheng Management Consulting (Beijing) Co., Ltd. (璟泉善誠管理諮詢(北京)有限公司) is the general partner, which is ultimately controlled by Beijing Financial Holdings Group Limited (北京金融控股集團有限公司).
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective Cornerstone Investment Agreement is subject to, among other things, the following closing conditions:
Immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised), 1,733,612,127 Class A Ordinary Shares, representing approximately (i) 53.92% of the voting rights in our issued share capital in general meetings (except for resolutions with respect to the Reserved Matters), and (ii) 12.16% of the voting rights in our issued share capital in general meetings for resolutions with respect to the Reserved Matters, will be held by Everest Robotics Limited, which is held by Bigsur Robotics Limited as to 99% and Horizon Robotics, Inc. as to 1%. Horizon Robotics, Inc. is wholly-owned by Dr. Yu. Bigsur Robotics Limited is wholly-owned by Trident Trust Company (HK) Limited as the trustee of Rock Street Trust, the family trust established by Dr. Yu (as settlor) for the benefit of Dr. Yu and his family. Accordingly, Dr. Yu, Everest Robotics Limited and Horizon Robotics, Inc. together will constitute as a group of Controlling Shareholders of our Company after the Listing.
Rock Street Trust is a family trust arrangement formed for the benefit of Dr. Yu and his family, instead of an entity with legal rights or authority to directly or indirectly exercise the voting rights of the Company. Trident Trust Company (HK) Limited is a professional trust administrator for Rock Street Trust and is independent from Dr. Yu. Bigsur Robotics Limited is a company established by Trident Trust Company (HK) Limited to act as its nominee to hold the interests of our Company involved under the Rock Street Trust. This is a trust structure commonly adopted by professional trust administrators such as Trident Trust Company (HK) Limited. Dr. Yu is not a director of Bigsur Robotics Limited and he will not be involved in the daily operation of Bigsur Robotics Limited. Instead, according to the articles of association of Bigsur Robotics Limited, the right to appoint or remove a director is vested with Trident Trust Company (HK) Limited and its directors, which are independent from Dr. Yu. Therefore, notwithstanding the presence of family trust arrangement under the Rock Street Trust, Dr. Yu does not have any actual control over Bigsur Robotics Limited, and each of Trident Trust Company (HK) Limited and Bigsur Robotics Limited is solely used for administrative purposes with a view to facilitating the management of Rock Street Trust. As a result, none of Bigsur Robotics Limited, Trident Trust Company (HK) Limited or Rock Street Trust constitutes a controlling shareholder of our Company.
As of the Latest Practicable Date, none of our Controlling Shareholders or Directors had any interest in any business which competes or is likely to compete, either directly or indirectly, with our Company's business which would require disclosure under Rule 8.10 of the Listing Rules.
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 Listing.
our independent non-executive Directors and auditors will review annually our continuing connected transactions (if applicable) to ensure that they are conducted in a normal commercial manner, in accordance with the terms of the governing agreements, if any, and within the approved limits;
our independent non-executive Directors will review any connected transaction that we propose to enter into to ensure that such transaction will not materially prejudice the interests of the independent shareholders;
our Controlling Shareholders have confirmed and undertaken to our Company that: (i) they will not engage in, invest in, participate in, or otherwise be involved in, any company or business that competes or may compete with the business of our Group, except through our Group; (ii) they will refer any business opportunities that may benefit our Group to our Group in priority before making any decisions to develop, exploit or otherwise take advantage of such opportunities on their own; and (iii) they will use their influence as Controlling Shareholders in a responsible manner and in the interest of our Group and minority shareholders as a whole;
our Controlling Shareholders have each given an undertaking to our Company that, for so long as they remain Controlling Shareholders of our Company, they will not carry on any business which is in competition with the business of our Company (or any of its subsidiaries) and they will not be directly or indirectly engaged or interested in any such business;
our Company has in place a robust set of internal controls to manage conflicts of interest and identify and manage connected transactions, including a conflicts of interest policy and a connected transactions policy;
any Director who has a material interest in a transaction shall not vote in respect of that transaction and shall not be counted towards the quorum for the relevant meeting;
our Group will disclose details of connected transactions in our annual reports in accordance with the requirements of the Listing Rules;
we will maintain our Company's management independence by ensuring that any of our Directors who is also a director, shareholder or employee of our Controlling Shareholders will recuse himself or herself from the relevant Board meetings and abstain from voting on matters in which the Controlling Shareholders have a material interest;
our Audit Committee will be staffed with independent non-executive Directors who will oversee and monitor the integrity of our financial reporting process and the effectiveness of our internal controls; and
we have appointed Somerley Capital Limited as our compliance adviser, who will advise us on matters relating to the Listing Rules, including various requirements relating to connected transactions and notifiable transactions.
We have entered into certain agreements with one of our connected persons. Following the Listing, the transactions contemplated under such agreements will constitute our continuing connected transactions under the Listing Rules.
To streamline our non-automotive solutions businesses, D-Robotics was incorporated in September 2023 as one of our subsidiaries. In June 2024 and after the completion of its series A financing, in order to maintain the voting power in D-Robotics held by the Founders, D-Robotics adopted the WVR structure with each class A ordinary share entitling the holder to exercise ten votes and each class B ordinary share and preferred share entitling the holder to exercise one vote on any resolutions tabled at D-Robotics' general meetings. Following the financing of D-Robotics, the Company continues to control D-Robotics. For details, see the section headed "Financial Information — Indebtedness — Preferred Shares and Other Financial Liabilities at Fair Value through Profit or Loss".
Following the Listing, each of Dr. Yu, Dr. Huang and Ms. Tao will, through his or her controlled entities, hold the voting rights of D-Robotics, one of our non wholly-owned subsidiaries primarily involved in the development and commercialization of our non-automotive solutions, (i) as to approximately 14.05%, 0.87% and 0.38% in its issued share capital in general meetings for resolutions with respect to the Reserved Matters, respectively, and (ii) as to approximately 59.11%, 3.67% and 1.59% in its issued share capital in general meetings except for resolutions with respect to the Reserved Matters, respectively. Following the Listing, D-Robotics and its subsidiaries will be our connected subsidiaries as well as connected persons under the Listing Rules.
D-Robotics Group (as defined below) is primarily engaged in development and commercialization of product solutions of home appliances. After the establishment of D-Robotics Group in 2023, the revenue and profit of D-Robotics Group accounted for no more than 1% of the Group for the year ended December 31, 2023 and the six months ended June 30, 2024, respectively. In addition, the net assets of D-Robotics Group accounted for no more than 1% of the Group as of December 31, 2023 and June 30, 2024, respectively.
On October 10, 2024, the Company (for itself and on behalf of its subsidiaries other than D-Robotics Group (as defined below)) entered into a product solutions sales framework agreement with D-Robotics (for itself and on behalf of its subsidiaries), pursuant to which D-Robotics and its subsidiaries ("D-Robotics Group") agree to purchase product solutions for
the development of their non-automotive businesses from our Group (other than D-Robotics Group) for a term commencing on the Listing Date and ending on December 31, 2026, which may be renewed as the parties may mutually agree, subject to compliance with the requirements under Chapter 14A of the Listing Rules and all other applicable laws and regulations (the "Product Solutions Sales Framework Agreement").
Subject to the terms as provided in the Product Solutions Sales Framework Agreement, we will enter into specific agreements with D-Robotics Group to set out the specific terms and conditions for the product solutions provided by our Group.
There were no transaction fees incurred in connection with the sales and purchase of product solutions between the Group (other than D-Robotics Group) and D-Robotics Group during the Track Record Period. The proposed annual caps of the transaction fees contemplated under the Product Solutions Sales Framework Agreement are approximately RMB37.1 million, RMB38.0 million and RMB38.6 million for the years ended December 31, 2024, 2025 and 2026, respectively.
The business operated by D-Robotics Group was managed by our Group as one of our business departments since its establishment. To streamline our non-automotive solutions businesses, D-Robotics was incorporated in September 2023 as one of our subsidiaries. Therefore, no transaction fees were incurred during the Track Record Period, which leads to the substantial increase between the historical amount of fees and the proposed annual caps between the Group (other than D-Robotics Group) and D-Robotics Group.
In arriving at the proposed annual caps of the transaction fees above, the Board has considered the following factors:
(i) the fees charged by our Group for similar product solutions from customers who are Independent Third Parties;
(ii) the number and types of product solutions provided to the business operated by D-Robotics Group during the Track Record Period;
(iv) the upgraded product solutions to be developed by our Group and purchased by D-Robotics Group.
D-Robotics was incorporated in September 2023 as one of our subsidiaries, and the business operated by D-Robotics Group was managed by our Group as one of our business departments prior to its incorporation. Since the commencement of its business, we have been working with D-Robotics Group to facilitate its development in order to grow our non-automotive businesses. The Group (other than D-Robotics Group) has a comprehensive understanding of the business and operational requirements of D-Robotics Group, and has established a long-term and stable business relationship with D-Robotics Group during its development. We believe it is in the best interests of the Group and our Shareholders as a whole to continue to provide product solutions to D-Robotics Group after the Listing.
The fees charged for the product solutions under the Product Solutions Sales Framework Agreement are determined on an arm's length basis between our Group (other than D-Robotics Group) and D-Robotics Group with reference to factors including (i) costs incurred by the Group (other than D-Robotics Group) for the development and commercialization of product solutions, including but not limited to R&D, costs of manufacture and administration, and (ii) the fees charged by our Group for similar product solutions from customers who are Independent Third Parties. To ensure fees to be charged by the Group (other than D-Robotics Group) are on normal commercial terms, are fair and reasonable and in the interests of our Shareholders as a whole, for each transaction under the Product Solutions Sales Framework Agreement, the Group will take into account fee quotes offered to Independent Third Parties for product solutions of the same or similar type at least on an annual basis and/or before entering into any definitive agreements to ensure the terms offered to D-Robotics Group are similar to or better than the terms offered to Independent Third Parties in similar circumstances.
On October 10, 2024, the Company (for itself and on behalf of its subsidiaries other than D-Robotics Group) entered into an R&D services framework agreement with D-Robotics (for itself and on behalf of its subsidiaries), pursuant to which the Group agrees to provide R&D services, including but not limited to shared processing resource which will provide D-Robotics Group with necessary processing tools to better conduct its R&D, to facilitate D-Robotics Group's development for a term commencing on the Listing Date and ending on December 31, 2024 (the "R&D Services Framework Agreement").
Subject to the terms as provided in the R&D Services Framework Agreement, we will enter into specific agreements with D-Robotics Group to set out the specific terms and conditions for the R&D services provided by our Group.
于追踪记录期内，本集团（地平线机器人集团除外）向地平线机器人集团提供研发服务所产生的交易费用为零。研发服务框架协议项下拟议交易费用的年度上限约为人民币250万元，适用于截至2024年12月31日止年度。
如上文"——部分豁免持续关联交易——产品解决方案销售框架协议——历史金额、年度上限及年度上限的依据"一节所述，于追踪记录期内，本集团（地平线机器人集团除外）与地平线机器人集团之间未产生任何交易费用，原因在于地平线机器人集团当时作为本集团旗下一个业务部门或处于发展起步阶段的子公司进行管理，此乃导致历史费用金额与截至2024年12月31日止年度拟议年度上限之间存在大幅差异的原因。鉴于届时预计地平线机器人集团将能够独立开展研发工作，本集团将于2024年底停止向地平线机器人集团提供相关服务。
（iii） 地平线机器人集团不断增强的研发能力。
作为本集团旗下一个业务部门及处于发展起步阶段的子公司，本集团一直与地平线机器人集团合作，促进其发展，并将于其成立后继续提供研发服务一段时间。本集团认为，于上市后继续向地平线机器人集团提供相关研发服务，符合本集团及全体股东的最佳利益。
研发服务框架协议项下研发服务所收取的费用，由本集团（地平线机器人集团除外）与地平线机器人集团参考以下因素以公平交易基准厘定：（i）本集团（地平线机器人集团除外）提供研发服务所产生的成本；及（ii）同类研发服务的市场价格。为确保本集团（地平线机器人集团除外）收取的费用处于正常商业条款、公平合理，且符合全体股东的利益，就研发服务框架协议项下的每项交易，本集团在签订任何正式协议前，将参考就同类或相似类型研发服务向独立第三方提供的报价，以确保向地平线机器人集团提供的条款与在类似情况下向独立第三方提供的条款相近或更为优惠。
就上述持续关联交易而言，就《上市规则》第14A章而言，产品解决方案销售框架协议及研发服务框架协议项下各项持续关联交易的最高适用百分比计算结果预计将超过0.1%，但按年度计算不超过5%。因此，产品解决方案销售框架协议及研发服务框架协议项下的持续关联交易获豁免《上市规则》第14A章项下的独立股东批准规定，但须遵守《上市规则》第14A章项下的年度报告、年度审查及公告规定。
就产品解决方案销售框架协议及研发服务框架协议而言，本集团已根据《上市规则》第14A.105条申请豁免严格遵守《上市规则》第14A章项下的公告规定，联交所已向本集团授予该等豁免，惟须符合以下条件：截至2024年、2025年及2026年12月31日止年度，该等持续关联交易的合计金额不得超过上述相关年度金额。
本公司董事（包括独立非执行董事）认为，上述所有持续关联交易已按以下基准订立，且将继续按以下基准订立：（i）于本集团日常及一般业务过程中；（ii）按正常商业条款或更优惠条款；及（iii）各项条款及拟议年度上限公平合理，且符合本公司及全体股东的利益。
根据本公司提供的文件、资料和数据，以及参与对本公司的尽职调查及与本公司的讨论，联席保荐人认为：（i）上述已申请豁免的持续关联交易已于本公司日常及一般业务过程中按正常商业条款或更优惠条款订立，且将继续如此订立，相关条款公平合理，且符合本公司及全体股东的利益；及（ii）持续关联交易的拟议年度上限公平合理，且符合本公司及全体股东的利益。
So far as our Directors are aware, each of following persons will have an interest and/or short position (as applicable) in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or will, directly or indirectly, be interested in 10% or more of any class of share capital carrying rights to vote in all circumstances at any general meeting of the Company:
| Name of substantial shareholder | Capacity/Nature of Interest | Number of Shares | Approximate percentage of shareholding in respective class of Share of our Company as of the Latest Practicable Date(11) | Approximate percentage of shareholding in the issued share capital of our Company as of the Latest Practicable Date(11) | Approximate percentage of shareholding in respective class of Share of our Company upon completion of the Global Offering (assuming the Over-allotment Option is not exercised) | Approximate percentage of shareholding in the issued share capital of our Company upon completion of the Global Offering (assuming the Over-allotment Option is not exercised) | |---|---|---|---|---|---|---| | **Class A Ordinary Shares** | | | | | | | | Dr. Yu | Interest in controlled corporations, founder and beneficiary of a trust(1) | 1,733,612,127 | 75.18% | 14.85% | 81.61% | 13.30% | | Trident Trust Company (HK) Limited | Trustee(1) | 1,733,612,127 | 75.18% | 14.85% | 81.61% | 13.30% | | Bigsur Robotics Limited | Interest in controlled corporations(1) | 1,733,612,127 | 75.18% | 14.85% | 81.61% | 13.30% | | Horizon Robotics, Inc. | Interest in controlled corporations(1) | 1,733,612,127 | 75.18% | 14.85% | 81.61% | 13.30% | | Everest Robotics Limited | Beneficial owner(1) | 1,733,612,127 | 75.18% | 14.85% | 81.61% | 13.30% | | Dr. Huang | Interest in controlled corporations, founder and beneficiary of a trust(2) | 390,777,143 | 16.95% | 3.35% | 18.39% | 3.00% | | Trident Trust Company (HK) Limited | Trustee(2) | 390,777,143 | 16.95% | 3.35% | 18.39% | 3.00% | | Gravitational Wave Technology Limited | Interest in controlled corporations(2) | 390,777,143 | 16.95% | 3.35% | 18.39% | 3.00% | | Grace Robotics, Inc. | Interest in controlled corporations(2) | 390,777,143 | 16.95% | 3.35% | 18.39% | 3.00% | | String Theory Robotics Limited | Beneficial owner(2) | 390,777,143 | 16.95% | 3.35% | 18.39% | 3.00% | | Ms. Tao | Interest in controlled corporations, founder and beneficiary of a trust(3) | 169,543,255 | 7.35% | 1.45% | – | – | | Trident Trust Company (HK) Limited | Trustee(3) | 169,543,255 | 7.35% | 1.45% | – | – | | Kai Robotics, Inc. | Interest in controlled corporations(3) | 169,543,255 | 7.35% | 1.45% | – | – | | Venus Robotics Limited | Interest in controlled corporations(3) | 169,543,255 | 7.35% | 1.45% | – | – | | HOPE Robotics Holdings Inc. | Beneficial owner(3) | 169,543,255 | 7.35% | 1.45% | – | – | | **Class B Ordinary Shares** | | | | | | | | CARIAD Estonia AS | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | Ferdinand Porsche Familien-Privatstiftung | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | Ferdinand Porsche Familien-Holding GmbH | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | Ferdinand Alexander Porsche GmbH | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | Familie Porsche Beteiligung GmbH | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | Porsche Automobil Holding SE | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | Volkswagen AG | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | Volkswagen Group Beteiligungen GmbH | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | CARIAD SE | Interest in controlled corporations(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | CARIAD Estonia AS | Beneficial owner(4) | 269,711,694(5) / 2,066,194,660(6) | 2.88% / – | 2.31% / – | 2.47% / 18.95% | 2.07% / 15.86% | | **SAIC QIJUN I Holdings Limited** | | | | | | | | SAIC Motor | Interest in controlled corporations(7) | 1,025,310,055 | 10.94% | 8.78% | 9.40% | 7.87% | | SAIC Investment | Interest in controlled corporations(7) | 1,025,310,055 | 10.94% | 8.78% | 9.40% | 7.87% | | SAIC Changzhou | Interest in controlled corporations(7) | 1,025,310,055 | 10.94% | 8.78% | 9.40% | 7.87% | | Ji Feng | Interest in controlled corporations(7) | 1,025,310,055 | 10.94% | 8.78% | 9.40% | 7.87% |
The entire interest of 220,459,497 Class A Ordinary Shares is held by Pioneer Robotics Holdings Inc., which is held by Luna Robotics Limited as to 99% and Chip Robotics, Inc. as to 1%. Chip Robotics, Inc. is wholly-owned by Mr. Chen. Luna Robotics Limited is wholly-owned by Trident Trust Company (HK) Limited as trustee of CHEN Trust, the family trust established by Mr. Chen (as settlor) for the benefit of Mr. Chen and his family. Each of Chip Robotics, Inc., Luna Robotics Limited, Trident Trust Company (HK) Limited and Mr. Chen is deemed to be interested in the Class A Ordinary Shares held by Pioneer Robotics Holdings Inc. under the SFO.
TMT General Partner Ltd.
晨兴中国TMT GP IV, L.P.
晨兴中国TMT基金IV, L.P.
晨兴中国TMT基金IV联合投资, L.P.
Evolution Special Opportunity Fund I, L.P.
Evolution Fund I联合投资, L.P.
5Y Capital Growth Fund I, L.P.
5Y Capital Growth Fund I联合投资, L.P.
注释： (1) 1,733,612,127股A类普通股的全部权益由Everest Robotics Limited持有，该公司由Bigsur Robotics Limited持有99%股权及Horizon Robotics, Inc.持有1%股权。Horizon Robotics, Inc.由余博士全资拥有。Bigsur Robotics Limited由Trident Trust Company (HK) Limited全资拥有，该公司作为Rock Street Trust的受托人，Rock Street Trust为余博士（作为委托人）为余博士及其家人的利益而设立的家族信托。Horizon Robotics, Inc.、Bigsur Robotics Limited、Trident Trust Company (HK) Limited及余博士各方均被视为根据《证券及期货条例》对Everest Robotics Limited所持A类普通股拥有权益。
(2) 390,777,143股A类普通股的全部权益由String Theory Robotics Limited持有，该公司由Gravitational Wave Technology Limited持有99%股权及Grace Robotics, Inc.持有1%股权。Grace Robotics, Inc.由黄博士全资拥有。Gravitational Wave Technology Limited由Trident Trust Company (HK) Limited全资拥有，该公司作为Gravitational Wave Trust的受托人，Gravitational Wave Trust为黄博士（作为委托人）为黄博士及其家人的利益而设立的家族信托。Grace Robotics, Inc.、Gravitational Wave Technology Limited、Trident Trust Company (HK) Limited及黄博士各方均被视为根据《证券及期货条例》对String Theory Robotics Limited所持A类普通股拥有权益。
(3) 169,543,255股A类普通股的全部权益由HOPE Robotics Holdings Inc.持有，该公司由Venus Robotics Limited持有99%股权及Kai Robotics, Inc.持有1%股权。Kai Robotics, Inc.由陶女士全资拥有。Venus Robotics Limited由Trident Trust Company (HK) Limited全资拥有，该公司作为TAO Trust的受托人，TAO Trust为陶女士（作为委托人）为陶女士及其家人的利益而设立的家族信托。Kai Robotics, Inc.、Venus Robotics Limited、Trident Trust Company (HK) Limited及陶女士各方均被视为根据《证券及期货条例》对HOPE Robotics Holdings Inc.所持A类普通股拥有权益。
(4) 220,459,497股A类普通股的全部权益由Pioneer Robotics Holdings Inc.持有，该公司由Luna Robotics Limited持有99%股权及Chip Robotics, Inc.持有1%股权。Chip Robotics, Inc.由陈先生全资拥有。Luna Robotics Limited由Trident Trust Company (HK) Limited全资拥有，该公司作为CHEN Trust的受托人，CHEN Trust为陈先生（作为委托人）为陈先生及其家人的利益而设立的家族信托。Chip Robotics, Inc.、Luna Robotics Limited、Trident Trust Company (HK) Limited及陈先生各方均被视为根据《证券及期货条例》对Pioneer Robotics Holdings Inc.所持A类普通股拥有权益。
CARIAD Estonia AS由CARIAD SE全资持有，而CARIAD SE又由大众汽车集团股权有限公司（Volkswagen Group Beteiligungen GmbH，前称Porsche Siebte Vermögensverwaltung GmbH）（"VGB"）全资持有，VGB为大众汽车股份公司（Volkswagen AG）的全资子公司，大众汽车股份公司在多个证券交易所上市，包括法兰克福证券交易所（股票代码：VOW及VOW3）。保时捷汽车控股股份公司（Porsche Automobil Holding SE，"PSE"）持有大众汽车股份公司约53.35%的投票权，Familie Porsche Beteiligung GmbH（"FPB"）持有PSE约55.46%的投票权。FPB由Ferdinand Alexander Porsche GmbH（"FAPD"）全资持有，而FAPD又由Ferdinand Porsche Familien-Holding GmbH（"FPFH"）全资持有。在奥地利设立的私人基金会Ferdinand Porsche Familien-Privatstiftung（"PoPS"）持有FPFH 90%的权益。
根据《证券及期货条例》，CARIAD SE、VGB、大众汽车股份公司、PSE、FPB、FAPD、FPFH及PoPS各方均被视为对CARIAD Estonia AS直接持有的B类普通股，以及将发行予CARIAD Estonia AS的B类普通股（作为可转换贷款的贷款方，该可转换贷款于到期时将自动强制转换为B类普通股）拥有权益。有关可转换贷款及转换机制的更多详情，请参阅"历史、重组及公司架构"。
指截至最后实际可行日期的B类普通股数目。
指按指示性发售价区间中位数，且不考虑9.9%持股门槛限制，于可转换贷款到期时转换后将发行予CARIAD Estonia AS的B类普通股数目。
SAIC QIJUN I Holdings Limited由上海頎盟企业管理合伙企业（有限合伙）（"上海頎盟"）全资持有，其普通合伙人为上海尚頎投资管理合伙企业（有限合伙）（"尚頎资本"），尚頎资本的普通合伙人为上海頎元商务咨询有限公司（"上海頎元"），该公司最终由馮戟（"冯先生"）控制。
上海頎盟约99.95%的权益由其有限合伙人上汽（常州）创新发展投资基金有限公司（"上汽常州"）持有，上汽常州由上海汽车集团投资管理有限公司（"上汽投资"）持有99.5%权益，而上汽投资由上汽集团全资持有。
因此，根据《证券及期货条例》，上海頎盟、尚頎资本、上海頎元、冯先生、上汽常州、上汽投资及上汽集团各方均被视为对SAIC QIJUN I Holdings Limited直接持有的1,025,310,055股B类普通股拥有权益。
Morningside China TMT Fund IV, L.P.及Morningside China TMT Fund IV Co-Investment, L.P.由其普通合伙人Morningside China TMT GP IV, L.P.控制。Morningside China TMT GP IV, L.P.由其普通合伙人TMT General Partner Ltd.控制。因此，TMT General Partner Ltd.被视为对Morningside China TMT Fund IV, L.P.及Morningside China TMT Fund IV Co-Investment, L.P.所持权益的股份拥有权益。
刘勤、石建明及Morningside Venture (VII) Investments Limited各方均有权行使或控制行使TMT General Partner Ltd.股东大会上全部已发行股份三分之一的投票权，因此被视为对TMT General Partner Ltd.所持权益的股份拥有权益。Morningside Venture (VII) Investments Limited由Landmark Trust Switzerland SA间接全资持有，Landmark Trust Switzerland SA作为受托人，管理由陈陈清芬女士（Mdm. Tan Ching Fen Chan）为其家族成员及其他慈善目的所设立的全权信托。
Evolution Special Opportunity Fund I, L.P.、Evolution Fund I Co-investment, L.P.、5Y Capital Growth Fund I, L.P.及5Y Capital Growth Fund I Co-Investment, L.P.各方均由其普通合伙人5Y Capital GP Limited控制。因此，5Y Capital GP Limited被视为对Evolution Special Opportunity Fund I, L.P.、Evolution Fund I Co-investment, L.P.、5Y Capital Growth Fund I, L.P.及5Y Capital Growth Fund I Co-Investment, L.P.所持权益的股份拥有权益。
刘勤及石建明各方均有权行使或控制行使5Y Capital GP Limited股东大会上全部已发行股份二分之一的投票权，因此被视为对5Y Capital GP Limited所持权益的股份拥有权益。
Pirates Gold Holding Limited由The Pirates Trust持有，独立专业信托公司Trident Trust Company (HK) Limited担任其受托人。因此，根据《证券及期货条例》，Trident Trust Company (HK) Limited被视为对Pirates Gold Holding Limited所持546,317,561股B类普通股拥有权益。
Pirates Silver Holding Limited及Pirates Bronze Holding Limited由Pirates X Trust持有，独立专业信托公司GIL Trust Limited担任其受托人。因此，根据《证券及期货条例》，GIL Trust Limited被视为分别对Pirates Silver Holding Limited及Pirates Bronze Holding Limited所持744,884,919股及153,747,736股B类普通股拥有权益。
假设优先股转换为B类普通股。
Save as disclosed above and the section headed "Statutory and General Information — C. Further Information about our Directors and Substantial Shareholders" in Appendix IV to this Prospectus, our Directors are not aware of any person who will, immediately following completion of the Global Offering (assuming that the Over-allotment Option is not exercised), 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 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 members of the Group.
The following is a description of the authorized and issued share capital of the Company immediately prior to and upon the completion of the Global Offering assuming the Over-allotment Option is not exercised.
| Number | Description of Shares | Aggregate Nominal Value(1) | |---|---|---| | 2,350,582,688 | Class A Ordinary Share with a nominal value of US$0.0000025 each in issue | US$5,876.457 | | 9,271,123,237 | Class B Ordinary Share with a nominal value of US$0.0000025 each in issue | US$23,177.81 | | 8,378,294,075 | Preferred Shares with a nominal value of US$0.0000025 each in issue | US$20,945.74 | | 20,000,000,000 | Total | US$50,000.00 |
Note: (1) The figures are subject to rounding adjustments and any discrepancies between totals and sums of amounts listed herein are due to rounding adjustments.
| Number | Description of Shares | Aggregate Nominal Value(1) | |---|---|---| | 2,305,932,525 | Class A Ordinary Share with a nominal value of US$0.0000025 each in issue | US$5,764.83 | | 1,570,421,731 | Class B Ordinary Share with a nominal value of US$0.0000025 each in issue | US$3,926.05 | | 7,798,405,226 | Preferred Shares with a nominal value of US$0.0000025 each in issue | US$19,496.01 | | 11,674,759,482 | Total | US$29,186.90 |
Note: (1) The figures are subject to rounding adjustments and any discrepancies between totals and sums of amounts listed herein are due to rounding adjustments.
| Number | Description of Shares | Aggregate Nominal Value(1) | |---|---|---| | 2,124,389,270 | Class A Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$5,310.97 | | 17,875,610,730 | Class B Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$44,689.03 | | 20,000,000,000 | Total | US$50,000.00 |
Note: (1) The figures are subject to rounding adjustments and any discrepancies between totals and sums of amounts listed herein are due to rounding adjustments.
(ii) Issued and to be issued, fully paid or credited to be fully paid (assuming the Over-allotment Option is not exercised)
| Number | Description of Shares | Aggregate Nominal Value(1) | |---|---|---| | 2,124,389,270 | Class A Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$5,310.97 | | 1,570,421,731 | Class B Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$3,926.05 | | 181,543,255 | Class B Ordinary Shares to be converted from Class A Ordinary Shares | US$453.86 | | 7,798,405,226 | Class B Ordinary Shares with a nominal value of US$0.0000025 to be issued on conversion of Preferred Shares | US$19,496.01 | | 1,355,106,600 | Class B Ordinary Shares with a nominal value of US$0.0000025 to be issued pursuant to the Global Offering | US$3,387.77 | | 13,029,866,082 | Total | US$32,574.67 |
Note: (1) The figures are subject to rounding adjustments and any discrepancies between totals and sums of amounts listed herein are due to rounding adjustments.
(iii) Issued and to be issued, fully paid or credited to be fully paid (assuming the Over-allotment Option is fully exercised)
| Number | Description of Shares | Aggregate Nominal Value(1) | |---|---|---| | 2,124,389,270 | Class A Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$5,310.97 | | 1,570,421,731 | Class B Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$3,926.05 | | 181,543,255 | Class B Ordinary Shares to be converted from Class A Ordinary Shares | US$453.86 | | 7,798,405,226 | Class B Ordinary Shares with a nominal value of US$0.0000025 to be issued on conversion of Preferred Shares | US$19,496.01 | | 1,355,106,600 | Class B Ordinary Shares with a nominal value of US$0.0000025 to be issued pursuant to the Global Offering | US$3,387.77 | | 203,265,600 | Class B Ordinary Shares with a nominal value of US$0.0000025 to be issued pursuant to the Over-allotment Option | US$508.16 | | 13,233,131,682 | Total | US$33,082.83 |
Note: (1) The figures are subject to rounding adjustments and any discrepancies between totals and sums of amounts listed herein are due to rounding adjustments.
Share capital immediately following the completion of the Global Offering and the conversion of the convertible loan issued to CARIAD
(i) Issued and to be issued, fully paid or credited to be fully paid (assuming the Over-allotment Option is not exercised)
| Number | Description of Shares | Aggregate Nominal Value(1) | |---|---|---| | 2,124,389,270 | Class A Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$5,310.97 | | 1,570,421,731 | Class B Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$3,926.05 | | 181,543,255 | Class B Ordinary Shares to be converted from Class A Ordinary Shares | US$453.86 | | 7,798,405,226 | Class B Ordinary Shares with a nominal value of US$0.0000025 to be issued on conversion of Preferred Shares | US$19,496.01 | | 1,132,347,445(2) | Class B Ordinary Shares with a nominal value of US$0.0000025 each in issue | US$2,830.87 | | 1,355,106,600 | Class B Ordinary Shares with a nominal value of US$0.0000025 to be issued pursuant to the Global Offering | US$3,387.77 | | 14,162,213,527 | Total | US$35,405.53 |
Notes: (1) The figures are subject to rounding adjustments and any discrepancies between totals and sums of amounts listed herein are due to rounding adjustments.
(2) Taking into account the 9.9% threshold as disclosed in the section headed "History, Reorganization and Corporate Structure — Convertible Loan" and assuming the exchange rates as disclosed in the section headed "Information about this Prospectus and the Global Offering — Exchange Rate Conversion" being adopted and the conversion price setting at the low-end of the indicative Offer Price range.
| 数量 | 股份描述 | 股份面值合计(1) | |---|---|---| | 2,124,389,270 | 已发行面值为每股0.0000025美元的A类普通股 | 5,310.97美元 | | 1,570,421,731 | 已发行面值为每股0.0000025美元的B类普通股 | 3,926.05美元 | | 181,543,255 | 将由A类普通股转换而来的B类普通股 | 453.86美元 | | 7,798,405,226 | 将因优先股转换而发行的面值为每股0.0000025美元的B类普通股 | 19,496.01美元 | | 1,132,347,445(2) | 已发行面值为每股0.0000025美元的B类普通股 | 2,830.87美元 | | 1,355,106,600 | 将根据全球发售发行的面值为每股0.0000025美元的B类普通股 | 3,387.77美元 | | 203,265,600 | 将根据超额配股权发行的面值为每股0.0000025美元的B类普通股 | 508.16美元 | | **14,365,479,127** | **合计** | **35,913.70美元** |
注： （1） 上述数字须经四舍五入调整，各项金额之和与合计数之间如有差异，均由四舍五入调整所致。
（2） 已考虑本招股说明书"历史沿革、重组及公司架构——可转换贷款"一节所披露的9.9%门槛，并假设采用本招股说明书"关于本招股说明书及全球发售的信息——汇率换算"一节所披露的汇率，且转换价格设定于指示性发售价区间的低端。
股本 加权投票权架构 本公司设有加权投票权架构。根据本公司的加权投票权架构，本公司股本由A类普通股及B类普通股组成。就本公司股东大会上须经投票表决的任何事项，每股A类普通股赋予持有人行使十票的投票权，每股B类普通股赋予持有人行使一票的投票权，但《上市规则》第8A.24条规定须以每股一票方式对保留事项进行投票的情形除外。
（五） 本公司自愿清盘或解散。
此外，持有本公司已缴足资本（具有在股东大会上投票权利，以每股一票为基准）不少于十分之一的股东，包括B类普通股持有人，有权召开本公司临时股东大会并就会议议程增加议案。
详情请参阅本招股说明书附录三"本公司章程及开曼群岛公司法摘要——2.公司章程细则"。
A类普通股可按一比一的比例转换为B类普通股。于所有已发行及尚未注销的A类普通股转换为B类普通股后，本公司将发行2,124,389,270股B类普通股，占紧随上市完成后（假设超额配股权未获行使）已发行B类普通股总数约19.48%。
（一） 出现《上市规则》第8A.17条所载任何情况时，尤其是当加权投票权受益人：（1）身故；（2）不再担任本公司董事会成员；（3）被联交所认定为丧失履行董事职责的行为能力；或（4）被联交所认定为不再符合《上市规则》所载董事资格要求；
（四） 所有A类普通股已转换为B类普通股。
| | 所持A类普通股数量 | 于已发行股本中所占实益权益约百分比 | 所占投票权约百分比(1) | |---|---|---|---| | 余博士(2) | 1,733,612,127 | 13.30% | 53.92% | | 黄博士(2) | 390,777,143 | 3.00% | 12.16% |
注： （1） 以每股B类普通股赋予股东一票投票权及每股A类普通股赋予股东十票投票权为基准。
（2） 有关本公司加权投票权受益人持股架构的详情，请参阅本招股说明书"历史沿革、重组及公司架构——资本化"一节注2及注3。
为确保不会规避上市规则第8A.18(1)条，本公司、余博士及黄博士各自承诺，只要Everest Robotics Limited及String Theory Robotics Limited所持股份附有任何加权投票权，余博士及黄博士将不会将Everest Robotics Limited及String Theory Robotics Limited的任何实益拥有权或经济利益，或对Everest Robotics Limited及String Theory Robotics Limited所持股份附带投票权的控制权转让予另一人。如Everest Robotics Limited及String Theory Robotics Limited所持股份的实益拥有权或经济利益，或对Everest Robotics Limited及String Theory Robotics Limited所持股份附带投票权的控制权发生任何变更，及╱或Everest Robotics Limited及String Theory Robotics Limited作为余博士及黄博士分别设立的家族信托的受托人的受益人及委托人发生变更，导致信托持有股份的实益拥有权或经济利益，或对信托持有股份附带投票权的控制权发生变更，本公司、余博士及╱或黄博士将根据上市规则第8A.19条通知联交所，并遵守相关法定义务，包括《证券及期货条例》项下的权益披露义务，而Everest Robotics Limited及String Theory Robotics Limited所持A类普通股附带的加权投票权将于该等转让时随即终止。本公司亦将遵守上市规则第8A.30条，每年确认加权投票权受益人已遵守上市规则第8A.18条。
The Company confirms that the holding arrangement through which the WVR Beneficiaries hold the Class A Ordinary Shares as described above meets the requirements in Rule 8A.18 of the Listing Rules and the holding arrangement is permitted under the "Consultation Conclusions — a listing regime for companies from emerging and innovative sectors" issued by the Stock Exchange in April 2018, namely: (a) a partnership of which the WVR Beneficiary is a partner and the terms of which must expressly specify that the voting rights attached to any and all of the Class A Ordinary Shares held by such partnership are solely dictated by the WVR Beneficiary; (b) a trust of which the WVR Beneficiary is a beneficiary and that meets the following conditions: (i) the WVR Beneficiary must in substance retain an element of control of the trust and any immediate holding companies of, or, if not permitted in the relevant tax jurisdiction, retain a beneficial interest in any and all of the Class A Ordinary Shares held by such trust; and (ii) the purpose of the trust must be for estate planning and/or tax planning purposes; or (c) a private company or other vehicle wholly owned and wholly controlled by the WVR Beneficiary or by a trust referred to in paragraph (b) above.
To ensure that there will not be any circumvention of Rule 8A.18(1), each of the Company, Dr. Yu and Dr. Huang undertakes that so long there is any weighted voting rights attached to the Shares held by Everest Robotics Limited and String Theory Robotics Limited, respectively, Dr. Yu and Dr. Huang will not transfer any beneficial ownership of or economic interest in Everest Robotics Limited and String Theory Robotics Limited or the control over the voting rights attached to the Shares held by Everest Robotics Limited and String Theory Robotics Limited to another person. In the event that there is any change in the beneficial ownership of or economic interest in the Shares held by Everest Robotics Limited and String Theory Robotics Limited or the control over the voting rights attached to the Shares held by Everest Robotics Limited and String Theory Robotics Limited, and/or change in beneficiary, and settlor of Everest Robotics Limited and String Theory Robotics Limited as trustee for the family trust established by Dr. Yu and Dr. Huang, respectively, to another person, resulting in change of beneficial ownership of, or economic interest in, the Shares held under the trust or the control over the voting rights attached to the Shares held under the trust, the Company, Dr. Yu and/or Dr. Huang will notify the Stock Exchange pursuant to Rule 8A.19 of the Listing Rules and comply with the relevant statutory obligations including obligations of disclosure of interests under the SFO, and the weighted voting rights attached to the Class A Ordinary Shares held by Everest Robotics Limited and String Theory Robotics Limited shall cease upon such transfer accordingly. The Company will also comply with Rule 8A.30 of the Listing Rules to confirm, on an annual basis, that the WVR Beneficiary has complied with Rule 8A.18 of the Listing Rules.
Since the inception of our principal business, we are led by an executive team with a combination of technical expertise, commercial acumen and organizational management skills. Our executive team is headed by the WVR Beneficiaries, namely Dr. Yu and Dr. Huang.
Dr. Yu is the chairman, an executive Director and the chief executive officer of our Company, responsible for the overall strategic development of the Company. Dr. Yu has profound industry insight and deep understanding and knowledge of assisted driving and autonomous driving technologies and solutions, which laid the foundation for the Company's technological layout. He had played important roles in designing and developing the Company's key technologies, solutions and strategic plans. With Dr. Yu, we have successfully developed and deployed our ADAS and AD solutions and achieved industry-leading positions. In addition, Dr. Yu has led the Company in building strong business connections and relationships with ecosystem partners along the industry value chain, which is invaluable to our success.
Dr. Huang is an executive Director and the chief technology officer of our Company in charge of our research and development. With deep knowledge, expertise and practical experiences in assisted driving and autonomous driving technologies and solutions, Dr. Huang was an indispensable part of the mastermind behind the Company's innovation and commercialization success. He led the research and development team to develop the Company's technical strategy and research and development direction, as well as innovative structure and matrix of our software, algorithm and processing hardware. In addition,
黄博士为公司首代处理硬件及中国首款车载处理硬件的成功推出作出了重要贡献。黄博士还领导并协调公司软硬件团队，制定了软硬件协同优化策略，并指导了相应的研发方向。此外，黄博士带领公司完成了一系列处理硬件的流片及量产工作。在其领导下，公司处理硬件设计有效匹配行业发展趋势，精准捕捉算法与应用需求，从而实现了业内领先的处理效率与性能。
本公司采用WVR架构，旨在使WVR受益人得以对本公司行使投票控制权。此举将使本公司持续受益于WVR受益人的远见卓识与领导能力，由其以着眼长远的视角主导本公司的发展前景与战略布局。综合考量WVR受益人对本集团所作出的贡献，此安排符合本公司及其全体股东的最佳利益。
**敬请潜在投资者注意投资具有加权投票权架构的公司所涉及的潜在风险，尤其是WVR受益人的利益未必始终与全体股东的利益保持一致，且WVR受益人将处于可行使其较高投票权的地位，从而对本公司事务及股东决议结果施加影响，而无论其他股东如何投票。**
除附于A类普通股的加权投票权外，两类股份所附带的权利完全相同。有关A类普通股及B类普通股的权利、优先权、特权及限制的更多信息，请参阅本招股书附录三"本公司章程及开曼群岛公司法概要——2 章程细则"以了解详情。
发售股份将在各方面与本招股书所述现已发行或将予发行的所有B类普通股享有同等地位，并有权同等参与在本招股书日期之后的记录日期宣派、作出或支付的一切股息或其他分派。
根据《上市规则》第8A.43条，每位WVR受益人须向本公司作出具有法律约束力的承诺，表明其将遵守第8A.43条所载的相关规定，该承诺旨在为股东的利益而作出，并可由股东强制执行。于2024年5月25日，余博士及黄博士各自向本公司作出承诺（"承诺"），表明在其担任WVR受益人期间：
(a) 其将遵守（如其实益拥有的加权投票权所附股份系透过有限合伙企业、信托、私人公司或其他载体持有，则将尽其最大努力促使该有限合伙企业、信托、私人公司或其他载体遵守）不时生效的《上市规则》第8A.09、8A.14、8A.15、8A.17、8A.18及8A.24条所载的一切适用规定（"规定"）；及
(b) 其将尽其最大努力促使本公司遵守一切适用规定。
为免生疑问，上述规定须受《上市规则》第2.04条约束。WVR受益人确认并同意，股东系基于对该承诺的信赖而购买及持有其股份。WVR受益人确认并同意，该承诺旨在赋予本公司及全体股东利益，并可由本公司及╱或任何股东对WVR受益人强制执行。
该承诺将于以下较早发生的日期自动终止：(i) 本公司从联交所退市之日，或(ii) 相关WVR受益人不再为本公司加权投票权受益人之日。为免生疑问，该承诺的终止不影响本公司及╱或任何股东及╱或WVR受益人本人于终止日期前已累积的任何权利、补救权利、义务或法律责任，包括就终止日期当日或之前存在的任何违反承诺行为索取损害赔偿及╱或申请禁制令的权利。
该承诺受香港法律管辖，凡因该承诺引起或与之相关的一切事项、索偿或争议，均须受香港法院的专属司法管辖权管辖。
根据《开曼群岛公司法》及《组织章程大纲及细则》的条款，本公司可以普通决议案方式：(a) 透过其认为适宜数额的新股份增加其股本；(b) 将其全部或任何股本整合及分割为面值较现有股份为大的股份；(c) 将其股份或其中任何股份细分为面值较《组织章程大纲》所订定金额为小的股份，但须符合以下条件：
subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and (d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled. In addition, our Company may by special resolution reduce its share capital or any capital redemption reserve subject to the Cayman Companies Act.
See "Summary of the Constitution of Our Company and Cayman Islands Company Law — 2 Articles of Association" in Appendix III to this Prospectus for further details.
Our Company may by ordinary resolution (i) increase its share capital by the creation of new shares; (ii) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; (iii) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person; and (iv) sub-divide its shares or any of them into shares of smaller amount. In addition, our Company may by special resolution reduce its share capital or any capital redemption reserve subject to any conditions prescribed by the Cayman Companies Act. See the section headed "Summary of the Constitution of Our Company and Cayman Islands Company Law — 2 Articles of Association — 2.5 Alteration of capital" in Appendix III to this Prospectus for further details. If at any time the share capital of our Company is divided into different classes of shares, all or any of the rights attached to any class of shares for the time being issued (unless otherwise provided for in the terms of issue of the shares of that class) may, subject to the provisions of the Cayman Companies Act, be varied or abrogated only with (in addition to a special resolution to amend the Memorandum or the Articles) the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a resolution passed at a separate meeting of the holders of the shares of that class by members holding shares representing three-fourths in nominal value of the shares Present (as defined in the Articles) and voting at such meeting. See the section headed "Summary of the Constitution of Our Company and Cayman Islands Company Law — 2 Articles of Association — 2.4 Variation of rights of existing shares or classes of shares" in Appendix III to this Prospectus for further details.
The Company has adopted the 2018 Share Incentive Plan and the Post-IPO Share Incentive Plan. See "Statutory and General Information — D. Share Incentive Plans" in Appendix IV to this Prospectus for further details.
Subject to the Global Offering becoming unconditional, our Directors were granted a general mandate to (i) allot, issue and deal with any Class B Ordinary Shares or securities convertible into Class B Ordinary Shares, and (ii) sell and/or transfer Class B Ordinary Shares out of treasury that are held as treasury shares of not more than the sum of:
• 20% of the total number of Shares in issue immediately following completion of the Global Offering (excluding (i) the additional Class B Ordinary Shares which may be issued pursuant to the exercise of the Over-allotment Option, (ii) the Class B Ordinary Shares to be issued pursuant to the Post-IPO Share Incentive Plan, (iii) the Class B Ordinary Shares that are issuable upon conversion of the Class A Ordinary Shares, and (iv) treasury shares, if any); and
• the aggregate nominal value of Shares repurchased by the Company under the authority referred to in the paragraph headed " — General Mandate to Repurchase Shares" in this section.
This general mandate to issue Class B Ordinary Shares and sell and/or transfer treasury shares will expire at the earliest of:
• the conclusion of the next annual general meeting of our Company unless otherwise renewed by an ordinary resolution of our Shareholders in a general meeting, either unconditionally or subject to conditions; or
• the expiration of the period within which our Company's next annual general meeting is required by the Memorandum of Association and Articles of Association or any other applicable laws to be held; or
• the date on which it is varied or revoked by an ordinary resolution of our Shareholders in general meeting.
Subject the Global Offering becoming unconditional, our Directors have been granted a general unconditional mandate, to exercise all the powers of our Company to repurchase our own securities with nominal value of up to 10% of the total number of Shares in issue immediately following the completion of the Global Offering (excluding (i) the additional Class B Ordinary Shares which may be issued pursuant to the exercise of the Over-allotment Option, (ii) the Class B Ordinary Shares to be issued pursuant to the Post-IPO Share Incentive Plan, (iii) the Class B Ordinary Shares that are issuable upon conversion of the Class A Ordinary Shares, and (iv) treasury shares, if any).
The repurchase mandate only relates to repurchases made on the Stock Exchange, or on any other stock exchange on which our Shares are listed (and which are recognized by the SFC and the Stock Exchange for this purpose), and which are in accordance with the Listing Rules. A summary of the relevant Listing Rules is set out in "Statutory and General Information — A. Further Information about our Group — 5. Repurchases of Our Own Securities" in Appendix IV.
the conclusion of the next annual general meeting of our Company unless otherwise renewed by an ordinary resolution of our Shareholders in a general meeting, either unconditionally or subject to conditions; or
the expiration of the period within which our Company's next annual general meeting is required by the Articles of Association or any other applicable laws to be held; or
the date on which it is varied or revoked by an ordinary resolution of our Shareholders passed in a general meeting.
See "Statutory and General Information — A. Further Information about Our Group — 4. Resolutions of Our Shareholders" in Appendix IV to this Prospectus for further details of the repurchase mandate.
You should read the following discussion and analysis in conjunction with our consolidated financial statements and the accompanying notes included in the Accountant's Report set forth in Appendix I to this Prospectus. Our consolidated financial statements have been prepared in accordance with IFRSs, which may differ in material aspects from generally accepted accounting principles in other jurisdictions. You should read the entire Accountant's Report and not merely rely on the information contained in this section.
The following discussion and analysis contain forward-looking statements that reflect the current views with respect to future events and financial performance. These statements are based on assumptions and analysis made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate under the circumstances. However, whether the actual outcome and developments will meet our expectations and predictions depends on a number of risks and uncertainties over which we do not have control. In evaluating our business, you should carefully consider all of the information provided in this Prospectus.
For the purpose of this section, unless the context otherwise requires, references to 2021, 2022 and 2023 refer to our financial year ended December 31 of such year. Unless the context otherwise requires, financial information described in this section is described on a consolidated basis.
We are a leading provider of ADAS and AD solutions for passenger vehicles, empowered by our proprietary software and hardware technologies. Our solutions combine algorithms, purpose-built software and processing hardware, providing the core technologies for assisted and autonomous driving that enhance the safety and experience of drivers and passengers. We are a key enabler for the smart vehicle transformation and commercialization with our integrated solutions deployed on mass scale. We are the first and have consistently been the largest Chinese company providing integrated ADAS and AD solutions in terms of overall solution installation volume since the mass deployment of our solutions in 2021, according to CIC. We ranked the fourth among all global ADAS and AD solution providers in China by overall solution installation volume in 2023 and the first half of 2024, with a market share of 9.3% and 15.4%, respectively. We act as a tier-two supplier and have a large, global customer base of industry-leading OEMs and tier-one suppliers for vehicles manufactured in China. Our business has achieved significant growth at scale over the past three years as we capitalize on the mega industry tailwind as a market leader. As of June 30, 2024, a total of 25 OEMs selected our ADAS and AD solutions for implementation in one of their vehicle models, by directly engaging with us or through our tier-one supplier customers.
智能汽车转型是一个重大趋势，正在重塑2023年估计价值13.0万亿美元的全球汽车、出行及公路货运行业。近年来，随着技术的快速进步和消费者需求的不断提升，ADAS功能在当今汽车中日益普及。据CIC数据显示，2023年全球及中国市场的ADAS渗透率均已超过50%，印证了这一趋势。与此同时，行业参与者持续不断地致力于推动自动驾驶（AD）更广泛的应用，并不断提升自动化水平。我们相信，未来几年对驾驶自动化解决方案的需求将持续显著增长。根据CIC数据，2023年全球ADAS及AD解决方案市场规模达619亿元人民币，预计将以49.2%的复合年增长率增长，至2030年达到10,171亿元人民币。
然而，要实现由ADAS和AD赋能的智能汽车大规模普及，仍需克服若干核心挑战。ADAS和AD系统高度复杂，需要具备高处理能力、高可靠性、低延迟及低能耗，同时须以可负担的成本进行生产。因此，ADAS和AD解决方案需要软硬件协同设计，以实现驾驶功能所必需的系统级性能与可靠性。此类解决方案在车辆上的部署还需在保障应用性能的同时实现最优能效。此外，ADAS和AD的大规模普及需要一种开放平台方式，使价值链参与者能够共同参与，并持续借助使能技术开发符合自身需求的功能与特性，同时缩短上市时间。
通过将我们的解决方案架构设计为应对上述根本性挑战，我们构建了智能汽车革命的核心使能技术。我们的解决方案为乘用车提供全方位的驾驶自动化功能，从主流辅助驾驶到高级别自动驾驶均有覆盖。经过九年的开发、测试与迭代改进，我们的集成解决方案已成功通过验证、实现商业化并大规模部署。凭借产品的成熟度、技术优势及商业成功，我们已确立自身作为明确市场领导者的地位。我们解决方案矩阵的全面性与独特性（如下文所述）使我们能够快速渗透市场、实现高度客户黏性并获取价值链的重要份额。
我们为解决方案提供完整的技术栈，包括支持ADAS和AD解决方案的算法、运行算法的底层处理硬件，以及加速解决方案开发、迭代与部署的开发工具包。
我们采用软硬件协同优化方法，我们认为这对于以可负担的成本确保最优处理效率至关重要，是通向自动驾驶未来的正确技术路径。我们还认为，赋能生态合作伙伴的开放平台方式能够加速自动驾驶解决方案的大规模普及。
We have a highly flexible and scalable business model. Our customers can choose any solution or any combination of components in our whole stack offerings from algorithms to software and development tools and to processing hardware. Such flexibility has helped us continuously acquire new customers and expand market share. In addition, our business model is highly scalable. We typically scale deployment of our solutions with mass production of our OEM customers' nominated vehicles. In addition, OEM customers who have found success with our solutions in one of their vehicle models would typically expand collaboration with us to more vehicle models. Furthermore, we have the opportunity to sell more advanced solutions and additional components from our offerings to our customers. These help us build a stable pipeline of contracts in the years to come.
Our flexible and scalable business model has led to significant growth of our business in the Track Record Period and lays the foundation for our continued success in the future. Our revenue increased by RMB439.0 million, or 94.1%, from RMB466.7 million in 2021 to RMB905.7 million in 2022, and further increased by RMB645.9 million, or 71.3%, to RMB1,551.6 million in 2023. Our revenue increased by RMB563.1 million, or 151.6%, from RMB371.5 million for the six months ended June 30, 2023 to RMB934.6 million for the six months ended June 30, 2024. Our gross profit increased from RMB331.0 million in 2021 to RMB627.7 million in 2022, and further to RMB1,094.3 million in 2023. Our gross profit increased from RMB226.6 million for the six months ended June 30, 2023 to RMB738.7 million for the six months ended June 30, 2024. We had high and stable gross profit margin of 70.9%, 69.3% and 70.5% in 2021, 2022 and 2023, respectively. Our gross profit margin increased from 61.0% for the six months ended June 30, 2023 to 79.0% for the six months ended June 30, 2024.
The historical financial information of our Group has been prepared in accordance with all applicable International Financial Reporting Standards ("IFRS Accounting Standards") issued by the International Accounting Standards Board ("IASB"). The historical financial information has been prepared under the historical cost convention, as modified by the revaluation of convertible redeemable preferred shares, other financial liabilities at fair value through profit or loss, and financial assets at fair value through profit or loss ("FVPL").
The preparation of the historical financial information in conformity with IFRS requires the use of certain material accounting policy information and estimates. It also requires management to exercise its judgment in the process of applying our Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the historical financial information, are disclosed in Note 4 of the Accountant's Report included in Appendix I to this Prospectus.
Our business and operating results are affected by general factors affecting the smart vehicles and the ADAS and AD solutions market, which include:
Our business performance is affected by vehicles sales and production volumes by OEMs. Economic conditions in China and globally can have a large impact on the demand and production of new vehicles, thereby affecting our revenue. In addition, a number of other factors such as, the growth of the automotive industry generally, the per capita disposable income of consumers, growth in consumer spending, the supply chain dynamics for auto parts and the competitive environment in automotive industry, would all affect the demand for and production of automotive vehicles, which could affect our revenue growth.
Our results of operations largely depend on penetration rate of smart vehicles in China and around the world. According to CIC, the penetration rates of ADAS technologies in China and global passenger vehicle markets were both over 50% in 2023. The driving automation technologies are undergoing a ground-breaking evolution as the industry transitions from driver assistance to high automation and beyond, which requires increasingly advanced solutions. This has driven, and is expected to continue to drive, the demand for our ADAS and AD solutions as a critical enabler of smart vehicles. Out of a total of 60.3 million new passenger vehicles sold globally in 2023, approximately 39.5 million were smart vehicles with ADAS and AD functions installed with a penetration rate of 65.6%. The sales volume of smart vehicles is expected to further increase to 55.9 million and 81.5 million by 2026 and 2030, respectively, representing penetration rates of 80.3% and 96.7%. We believe the increasing penetration of smart vehicles presents enormous market opportunities for our ADAS and AD solutions, which is expected to have a positive impact on our business scale, results of operations and financial condition.
• Growing Consumer Demands. Consumer demand for more powerful and smart vehicles is growing rapidly. According to CIC, a global survey conducted by a global tier-one supplier in 2022 indicated that 89% of respondents in China, 75% in Japan, 57% in the United States and 50% in Germany see driving automation as a useful development in passenger vehicles. Smart vehicles integrate growing number of software components to enable smart functions, such as ADAS and AD solutions. As a result, consumers' demand for smart vehicles equipped with ADAS and AD solutions will significantly impact our financial performance.
原始设备制造商（OEM）对高级驾驶辅助系统（ADAS）及自动驾驶（AD）解决方案的采用率持续提升。OEM愈发愿意将更先进的ADAS及AD解决方案整合至其乘用车型号中，以在汽车市场中获取竞争优势。其持续致力于向消费者推出更先进驾驶自动化技术的承诺，将影响我们的经营业绩及财务状况。然而，实际技术进步水平、有效的上市时机以及相关ADAS及AD解决方案的可负担性，均将影响OEM采用我们ADAS及AD解决方案的程度与速度。
季节性 我们的经营业绩，尤其是产品解决方案方面，可能因多种因素而在不同期间产生波动，包括受汽车行业市场趋势影响的季节性因素对我们产品解决方案需求的影响。我们的客户通常在上半年农历新年假期期间及其后经历销量淡季，从而对我们第一季度的经营业绩产生影响。我们产品解决方案的销售额往往在下半年有所增加，这与中国汽车行业的整体趋势基本一致。上述波动属季节性特征，提请阁下注意，不应过度依赖此类波动作为我们全年经营业绩的指标。
推出先进解决方案及技术的能力 我们推出先进解决方案的能力是我们业务成功的根本。我们预计将持续升级现有解决方案并推出新解决方案，以保持竞争力。此外，我们需要专注于升级现有技术体系的每一支柱，即我们的算法、BPU、OpenExplorer、TogetheROS及AIDI，并开发新技术以满足客户不断演变的需求与偏好。此外，随着技术的持续创新，我们能够更好地协助客户顺畅高效地将我们的解决方案部署、运行及升级至其车辆中。我们通过持续的解决方案与技术创新为客户创造更多价值的能力，影响客户选择我们的决策，进而影响我们的经营业绩及财务状况。
赢得新客户及拓展与现有客户关系的能力 我们吸引新客户的能力影响着我们的业务规模、经营业绩及财务状况。为获得新客户的设计定点，我们从与客户初次接触直至客户选定我们的解决方案并将其纳入一款或多款特定车型的整个过程中，投入了大量的努力与资源。我们持续并扩大上述投入的能力，对扩大我们的客户基础发挥着关键作用，预计将对我们的业务规模、经营业绩及财务状况产生影响。
财务信息 维持并深化与现有客户，尤其是OEM客户的合作关系与互信，对我们的业务成功至关重要。通过深化此类关系，我们可借助OEM客户车辆的大规模量产，扩大我们解决方案的部署规模。OEM客户若在某一车型上成功采用我们的解决方案，通常会将与我们的合作扩展至更多车型。此外，我们还可向OEM客户提供更先进的解决方案及我们产品组合中的更多组件。维持并扩大上述客户关系直接影响我们的经营业绩及财务状况。
我们的业务组合 不同收入来源的收入组合影响我们的盈利能力。例如，由于业务性质不同，我们的许可及服务业务与产品解决方案业务具有不同的毛利率特征。因此，产品解决方案与许可及服务收入组合的变化将影响我们的经营业绩及财务状况。
此外，在业绩记录期内，我们向客户提供了非汽车领域解决方案，其毛利率总体低于我们的汽车领域解决方案。我们不同业务分部收入组合的任何变化，亦将影响我们的财务表现。
优化成本结构及提升运营效率的能力 尽管我们重视并鼓励在创新方面的支出，但我们实现并维持盈利能力在一定程度上取决于我们控制成本的能力。在业绩记录期内，我们的销售成本主要由已售存货成本构成。我们在扩大运营规模的同时有效控制上述成本的能力，已经并将继续影响我们的财务业绩。我们致力于深化与供应商的合作，以提升供应的稳定性与可负担性，并优化成本结构。
此外，我们的运营效率受我们控制运营支出能力的影响。研发支出是我们在业绩记录期内运营支出的最大组成部分。确保研发效率并将研发支出维持在与收入规模相称的合理水平，对我们的经营业绩及财务状况至关重要。此外，控制行政支出及销售与营销支出对我们的成功同样重要。随着收入的进一步增长，我们预计将受益于规模经济效应，并进一步提升运营效率。
识别和管理战略合作伙伴的能力 我们可能会评估和考虑各种潜在合作关系，以创造更多商业机会并扩大收入来源。此类合作关系可能需要额外的资金，且在未来可能产生盈利或亏损。例如，对合营企业和联营公司的投资（如我们对CARIZON的投资）已经并将继续影响我们的投资活动现金流。此外，此类合营企业和联营公司的经营亏损在我们的财务报表中以按权益法核算的投资的应占净亏损列示。与合营企业和联营公司的合作及其经营业绩可能影响我们的财务状况和经营业绩。
重要会计政策信息及估计 我们的某些会计政策要求我们对会计项目作出估计和复杂判断。我们在应用会计政策时所使用的估计及所作的判断对我们的财务状况和经营业绩具有重大影响。我们的管理层根据历史经验及其他因素（包括对未来事件的预期，该等事件可能对实体产生财务影响且在当时情况下被认为是合理的）持续评估此类估计、假设和判断。在业绩记录期内，我们管理层的估计或假设与实际结果之间不存在任何重大偏差，且我们未对上述估计或假设作出任何重大变更。我们预计在可预见的将来，上述估计和假设不会发生重大变化。
以下列示我们认为对我们至关重要或在编制财务报表时涉及最重要估计、假设和判断的会计政策。有关对理解我们财务状况和经营业绩具有重要意义的重要会计政策信息、估计和判断，请参阅本招股说明书附录一所载会计师报告附注4的进一步详述。
收入确认 我们在履约义务履行时（或随着其履行）确认收入（即当特定履约义务所涵盖商品或服务的控制权转让给客户时）。若满足以下任一标准，则控制权随时间转移，收入参照相关履约义务完全履行的进度随时间予以确认：
• 未形成对我们具有替代用途的资产，且我们对迄今已完成的履约具有可强制执行的收款权。
若商品和服务的控制权随时间转移，则收入在合同期间参照该履约义务完全履行的进度予以确认。否则，收入在客户取得商品和服务控制权时于某一时点确认。
与客户签订的合同可能包含多项履约义务。对于此类安排，在合同开始日，我们根据各履约义务的相对单独售价将收入分配至各项履约义务。若单独售价可直接观察到，我们则根据向客户收取的价格确定单独售价。若单独售价无法直接观察到，则合同约定价格被认为最能反映合同中履约义务的相对单独售价，此举符合我们惯常的业务实践。在估计各项可区分履约义务的相对售价时，已作出若干假设和估计，对上述假设和估计判断的变化可能影响收入确认。
当合同任何一方已履约时，我们根据主体履约与客户付款之间的关系，在财务状况表中将合同列示为合同资产或合同负债。
合同资产是指我们就已转让给客户的商品和服务而享有的取得对价的权利。当我们享有无条件取得对价的权利时，确认应收款项。若取得对价的权利仅需时间流逝即可获得支付，则该权利为无条件权利。
若客户已支付对价，或在我们向客户转让商品或服务之前，我们享有无条件取得一定金额对价的权利，则我们在款项收取或应收款项确认时（以较早者为准）列示合同负债。合同负债是指我们就已从客户收取（或应收）的对价而承担的向客户转让商品或服务的义务。
收入按扣除增值税后的金额列示。综合亏损表中列示的收入包括：向汽车业务客户销售产品解决方案、许可安排及提供设计和技术服务所产生的收入，以及提供非汽车解决方案所产生的收入。
汽车解决方案——产品解决方案 我们销售汽车产品解决方案，该等方案将我们自主研发的处理硬件与专有算法及软件相结合。
汽车产品解决方案销售收入于客户验收承诺的产品解决方案时确认，金额反映我们预期就该等产品解决方案收取的对价。收入按扣除折扣及向客户收取的任何税款后的净额确认。
We generally offer assurance-type warranties to customers and such warranties are not considered a distinct performance obligation to customers. We account for the warranty in accordance with IAS 37, and the estimated warranty cost was not material during the Track Record Period.
We license our customers with a right to use our algorithms and software. Licenses are at times sold along with training services and post-contract service ("PCS"). The training services and the PCS each is considered as a distinct performance obligation and they are not material during the Track Record Period. The licenses granted by us are right to use licenses. Therefore, revenue from license arrangements is recognized at a point in time when the packages of algorithms, or the software, is made available to the customer and the customer is able to use and benefit from the license. Revenue from training services is recognized over the training period. PCS revenue is recognized ratably over the service period. We also provide customers design and technical services to help them integrate our solutions into their vehicles and design specific features based on their needs.
For contracts pursuant to which we have an enforceable right to payment for performance completed to date, or when the customer simultaneously receives and consumes the benefits provided by our performance as we perform, design and technical services revenue is recognized over a period of time based on the progress towards complete satisfaction in the contracts using input method, which is determined as the proportion of the costs incurred for the work performed to date relative to the estimated total costs to complete the contract, to the extent that the amount can be measured reliably and its recovery is considered probable. For other design and technical services contracts, revenue is recognized upon customers' acceptance of the service outcome.
We also offer non-automotive product solutions that combine our processing hardware and algorithms. Related revenues are recognized upon the acceptance of promised product solutions by customers.
The effect of a significant financing component has not been adjusted for in contracts where we expect, at contract inception date, that the period between when we transfer a promised good or service to the customer and when the customer pays for that good or service will be one year or less. We elected to expense the incremental costs of obtaining a contract with a customer as incurred when the expected amortization period is one year or less.
Subsidiaries are all entities over which we have control. We control an entity where we are exposed to, or have rights to, variable returns from our involvement with the entity and have the ability to affect those returns through our power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to us. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by us.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet, respectively.
Associates are all entities over which we have significant influence but not control or joint control. This is generally the case where we hold between 20% and 50% of the voting rights or have board seats. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost.
Under IFRS 11 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. We have assessed the nature of our joint arrangement and determined it to be joint ventures.
Interests in joint ventures are accounted for using the equity method, after initially being recognized at cost in the consolidated balance sheet.
Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize our share of the post-acquisition profits or losses of the investee in profit or loss, and our share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investment.
我们在权益法核算投资中应占的亏损等于或超过我们在该实体中的权益（包括任何其他无担保长期应收款项）时，我们不再确认进一步的亏损，除非我们已代表该其他实体承担义务或作出付款。
我们与联营公司及合营企业之间的交易所产生的未变现收益，按我们在该等实体中的权益比例予以抵销。未变现亏损亦同样予以抵销，除非该交易提供了所转让资产减值的证据。在必要时，权益法核算被投资方的会计政策已作出变更，以确保与我们所采纳的政策保持一致。权益法核算投资的账面金额按照本招股说明书附录一所载会计师报告附注13所述政策进行减值测试。
我们发行的优先股可在某些未来事件发生时及持有人选择时予以赎回。持有人可随时选择将其转换为我们的普通股，或在本次全球发售完成时自动转换为普通股。
我们不从主合同中分拆任何嵌入衍生工具，而将全部优先股工具指定为以公允价值计量且其变动计入损益的金融负债，公允价值变动记录于综合损益表，与我们自身信用风险相关的公允价值变动部分则在其他综合收益中确认。在其他综合收益中记录的与信用风险相关的金额不须在损益中进行重新分类，但在实现时转入留存收益。任何直接可归属的交易费用于发生时计入费用。
我们的可转换贷款须于到期时自动强制转换为相关股权权益。贷款方有权在发生某些违约事件时要求我们偿还全部未偿还及未付本金。因此，我们不具有无条件避免交付现金以偿还贷款的权利。
我们未从主合同中分拆任何嵌入衍生工具，而将全部可转换贷款指定为以公允价值计量且其变动计入损益的金融负债，公允价值变动记录于综合损益表，与我们自身信用风险相关的公允价值变动部分则在其他综合收益中确认。
非金融资产于任何事件或情况变化表明其账面金额可能无法收回时须进行减值测试。减值损失按资产账面金额超过其可收回金额的部分予以确认。可收回金额为资产的公允价值减去处置费用后的净额与使用价值两者中的较高者。为评估减值目的，资产按最低层次进行分组，该层次须具有可单独识别的、在很大程度上独立于其他资产或资产组（现金产生单元）现金流入的现金流入。除商誉以外已发生减值的非金融资产，须于每个报告期末审查减值是否可能转回。
截至2021年、2022年及2023年12月31日及2024年6月30日，我们的非金融资产主要包括租赁办公楼、土地使用权、在建办公楼、计算机及电子设备，以及已获授权技术和软件。该等非金融资产主要用于或将用于本集团的研发活动及日常运营，其本身不能产生独立的现金流量。本集团作为整体经营业务，专注于专有软硬件的研究与开发，并为乘用车提供汽车解决方案及非汽车解决方案，本集团自身不设置或发展制造设施或制造能力。整个集团在设计、研发、供应链管理、销售、支持及其他日常运营职能方面存在高度纵向整合以实现优化，因此，本集团被认定为单一现金产生单元（"CGU"）用于减值测试目的。由于该等非金融资产在集团层面集中管理且无法独立产生现金流量，因此在集团层面对其进行减值测试。由于在追踪记录期各期末，现金产生单元的公允价值减去处置费用后的净额均超过其账面金额且具有充足的缓冲空间，故认为该等非金融资产无须计提减值。
不在活跃市场交易的金融工具的公允价值采用估值技术确定。本集团运用判断选取多种方法，并作出主要基于各报告期末市场状况的假设。有关所用关键假设的详情及假设变动的影响，请参阅本招股说明书附录一所载会计师报告附注3.3。
尽管我们实现了快速增长，但在业绩记录期内我们处于亏损状态。2021年、2022年及2023年，以及截至2023年6月30日及2024年6月30日止六个月，我们分别录得期内亏损人民币20.636亿元、人民币87.204亿元、人民币67.391亿元、人民币18.885亿元及人民币50.981亿元，经调整净亏损（非国际财务报告准则计量）分别为人民币11.032亿元、人民币18.914亿元、人民币16.352亿元、人民币9.960亿元及人民币8.039亿元。业绩记录期内，我们的收入大幅增长，2021年、2022年及2023年，以及截至2023年6月30日及2024年6月30日止六个月，分别达到人民币4.667亿元、人民币9.057亿元、人民币15.516亿元、人民币3.715亿元及人民币9.346亿元。业绩记录期内，经调整净亏损（非国际财务报告准则计量）占收入的百分比大幅收窄。未来数年，我们计划通过扩大收入规模、维持毛利率水平、提升经营杠杆效应及改善CARIZON运营等业务举措实现收支平衡并转为盈利。业绩记录期内我们的亏损主要源于：
• **需要大量前期投入。** 高级驾驶辅助系统（ADAS）及自动驾驶（AD）解决方案市场竞争激烈、结构复杂，需要在技术进步、人才招募、客户拓展及监管合规等方面进行大量前期投入。为开发算法、专用软件及处理硬件，从而获得客户及消费者对ADAS及AD解决方案的认可，需要投入大量资源支持广泛的研发工作。此外，为保持技术领先优势，我们需要招募顶尖人才，并提供具有竞争力的福利待遇及激励措施，以吸引和留住能够推动我们技术创新与演进的专业人才。与此同时，在ADAS及AD解决方案领域开展客户拓展工作本身极具挑战性。例如，为深化与整车厂（OEM）客户的合作关系，从早期接触阶段到最终将我们的算法、软件及处理硬件无缝集成至其车型，均需投入大量工作。最后，持续演变的行业法规和标准的合规要求往往颇具挑战且成本高昂，这需要投入资源以满足各项监管要求、开展严格的安全测试并确保持续合规。上述各项因素共同导致大量前期投入，进而造成我们在业绩记录期内持续亏损。
• **规模经济效应尚在形成过程中。** 我们目前处于快速增长阶段。值得注意的是，就向中国整车厂提供ADAS解决方案的供应商而言，按装机量计算，我们的市场份额从2022年的3.7%大幅提升至2023年的21.3%。然而，尽管增长迅速，我们尚未达到足以充分发挥规模经济效益的产量水平。随着业务扩张，我们受益于规模经济效应，经营开支占总收入的百分比从2021年的约358.7%下降至2022年的281.8%，
further to 202.2% in 2023. Our operating expenses as a percentage of total revenue decreased from 378.7% for the six months ended June 30, 2023 to 199.1% for the six months ended June 30, 2024. Despite such positive movements, technology development and market penetration in the ADAS and AD solutions market can take time. While economies of scale can offer significant cost advantages, realizing such benefit is a gradual process, particularly for us who incur substantial upfront investment and operate in a dynamic and rapidly evolving industry.
Share of results of investments accounted for using the equity method. In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we recorded share of net losses of investments accounted for using the equity method of RMB2.5 million, RMB34.3 million, RMB112.1 million, RMB16.8 million and RMB181.6 million, respectively. The substantial increase in share of net losses of investments accounted for using the equity method in 2023 and for the six months ended June 30, 2024 was primarily resulted from our shared loss in CARIZON.
Fair value changes of preferred shares and other financial liabilities. We recorded RMB764.0 million, RMB6,655.4 million, RMB4,760.4 million, RMB713.6 million and RMB4,012.7 million in fair value changes of preferred shares and other financial liabilities in the consolidated statements of profit or loss for the year ended December 31, 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. Fair value changes on preferred shares and other financial liabilities arise primarily from the changes in the carrying amount of our preferred shares and the convertible loan. These fair value changes are non-cash in nature. Upon the completion of this Global Offering, all of such preferred shares will be automatically converted into Class B ordinary shares. Upon maturity, all the principal amount and accrued interest of the convertible loan shall be automatically and mandatorily converted into Class B ordinary shares.
We are a company under rapid growth. Our revenue increased significantly during the Track Record Period and amounted to RMB466.7 million, RMB905.7 million, RMB1,551.6 million, RMB371.5 million and RMB934.6 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively, representing year-over-year/period-over-period revenue growth rates of 94.1% in 2022, 71.3% in 2023 and 151.6% for the six months ended June 30, 2024, respectively. We expect that our revenue will grow further due to the following factors:
Leverage positive industry tailwind. Benefiting from the consumer acceptance and preferences for smart vehicles, enhanced driving safety standards and robust technology development, the smart vehicle markets in China and globally are expected to maintain significant growth momentum in the future. According to CIC, the sales volume of smart vehicles with ADAS and/or AD functions installed reached 39.5 million in 2023 and is expected to further increase to 55.9 million and 81.5 million by 2026 and 2030, respectively, representing penetration rates of 65.6%, 80.3% and 96.7%. In addition, according to CIC, smart vehicles sales
volume in China reached 12.4 million in 2023 and is expected to reach 20.4 million and 29.8 million in 2026 and 2030, respectively, representing penetration rates of 57.1%, 81.2% and 99.7%. Accordingly, the market for ADAS and AD solutions is expected to grow rapidly as well. For details, see "Industry Overview — Overview of the Smart Vehicle Market" and "Industry Overview — Overview of the ADAS and AD Solutions Market." The ADAS and AD solutions market in China is concentrated, with a few top suppliers holding the majority of the market share. The major market participants in the ADAS and AD solutions market include (i) suppliers focusing on ADAS and AD solutions for automotive industry, (ii) general processing hardware suppliers industries, and (iii) a small number of OEMs that develop in-house solutions. See "Overview of the ADAS and AD Solutions Market — Competitive Landscape." We were the largest Chinese ADAS solutions provider to Chinese OEMs in domestic market by installation volume in 2023, according to CIC. Notably, our market share increased significantly from 3.7% in 2022 to 21.3% in 2023. While the market competition in the ADAS and AD solutions market in China is expected to intensify, with a growing number of market participants entering the market, we believe we are well positioned to capture the market potential, maintain our competitive advantage, sustain our high gross profit margin and achieve sustainable growth leveraging our industry leading position, unique software-hardware co-optimization approach, research and development capabilities, comprehensive product portfolio and open platform with thriving ecosystem.
Leading industry position. Developing safe and reliable ADAS and AD solutions is a complex and capital-intensive endeavor, entailing years of heavy investments from product design to mass production. We have deepened our moat and maintained our role as a leading provider of ADAS and AD solutions for passenger vehicles with sophisticated engineering capabilities in mass production through multi-year product development cycle, substantial annual research and development investment, and large base of blue-chip customers that are established leaders in the automotive industry.
Capitalize on robust backlogs. The OEM customer base and the number of design-wins are key indicators of revenue generation potentials because these metrics reflect the market acceptance and demand for ADAS and AD solutions. We have the largest OEM customer base in China among solution providers and we have accumulatively obtained design-wins for 44, 101, 210 and 275 car models, net of terminated projects, as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively. In 2021, 2022 and 2023, and for the six months ended June 30, 2024, only five, four, four and nil projects were terminated, respectively. Due to deep collaborations required with our customers across multiple phases of vehicle production cycles over a long period of time, it is costly for our customers to switch to other ADAS and AD solution providers. Our integrated solutions have been selected by 27 OEMs (42 OEM brands) for implementation in over 285 passenger car models as of the Latest Practicable Date. We had 152 cumulative number of car models for which we achieved SOP as of the Latest Practicable Date. As a result of our wide OEM coverage, we have secured robust backlogs of orders for vehicles not yet mass-produced. As of June 30, 2024, vehicle models that have yet to achieve
mass production represent more than 50% of all vehicle models of which we have obtained design-wins. As of the Latest Practicable Date, among our total design-wins, over 135 car models were under development process towards mass production, representing our backlogs of potential orders for vehicles not yet mass-produced. Future commercialization of vehicle models that have yet to achieve mass production can further support our future revenue growth in the years to come. Even before a car model reaching mass production, we usually generate revenue from development and engineering services, licenses or potential delivery of product solutions. Of the 44 car models for which we obtained design-wins as of December 31, 2021, 42 car models were mass produced during the Track Record Period, and the remaining two also generated revenue during the same period. Similarly, of 101 car models for which we obtained design-wins as of December 31, 2022, 82 car models were mass produced during the Track Record Period, and the remaining 19 car models also generated revenue during the same period.
Expand collaboration with existing customers. Our future growth is dependent on our ability to maintain and deepen relationships with our existing customers. By committing to expand and deepen such relationships, we can scale deployment of our solutions in tandem with our customers' increasing production volumes of vehicles equipped with our solutions. Moreover, OEMs who have found success with our solutions in one of their vehicle models would typically expand collaboration with us to more vehicle models. Furthermore, by constantly updating our solutions offerings and introducing more advanced features, we have the opportunity to offer more advanced solutions and more components from our offerings to our customers. Realizing such opportunities, our sales team regularly communicate with OEMs to explore future collaborations on more vehicle models and establishing comprehensive and multifaceted partnerships with our customers. For example, through our first cooperation with BYD, we gained in-depth understanding of their customized requirements across all stages of development, production and after-sales processes, and delivered highly satisfactory services to BYD. As a result of the foregoing, BYD has established a strategic and synergistic partnership with us. Our collaboration with BYD currently covers various driving automation solutions targeted for different scenarios on multiple vehicle platforms. During the Track Record Period, the number of our design-wins with BYD has significantly increased. Going forward, we plan to continue to enhance our existing sales and marketing efforts by (i) expanding the sales team, (ii) leveraging digital analysis tools to track client interactions, preferences, and service histories, (iii) enhancing client communication with regular check-ins and improve feedback systems, and (iv) continuously monitoring and analyzing client data for better solution and service delivery.
Expand to new geographies. We aim to extend our reach beyond markets in China and bring our solutions to enable global partners. Currently, substantially all of our revenues are derived in China. We intend to enhance our international presence through partnering with global OEMs and tier one suppliers to explore global markets, particularly in Japan, South Korea and Europe. As the demand for advanced driving automation grows worldwide, we can capitalize on such opportunities by expanding our presence globally with our customers. We believe our strategic partnership with Chinese OEMs can turn into huge revenue growth potential due to their increasing international presence. In addition, we intend to establish strategic and commercial partnerships with other global industry leaders to enhance market presence on a global scale and pave the way for collaborative innovation. We intend to strengthen our partnerships with global OEMs operating in China in order to form long-term and mutually beneficial relationships, paving way for future collaboration opportunities on their foreign operations. We will also collaborate with global tier-one companies in our target markets to enhance our global recognition. We and Aptiv reached a strategic cooperation in developing fully integrated hardware and software solutions tailored for OEMs of passenger vehicles in China. Such solutions were integrated in vehicle models mass produced in 2024. We are collaborating with Bosch on mass production of vehicle models embedded
与我们的下一代处理硬件相关。我们与大陆集团正在通过合资企业共同开发下一代驾驶与泊车一体化域控制器，该控制器将支持具有更高级别自动泊车辅助功能的高级别自动驾驶（L2+）。我们与电装（Denso）合作，推进搭载我们下一代处理硬件的车型量产。我们与采埃孚（ZF）就开发ZF高性能计算平台解决方案达成战略合作。首款由我们协助设计的ZF解决方案预计将于2024年面市。尽管我们目前与上述全球顶级一级供应商的长期合作及战略伙伴关系主要面向中国市场，但我们认为，此类合作与伙伴关系将为我们提供宝贵的洞察，使我们深入了解全球一级供应商及全球整车厂的需求与期望。这将进一步加深我们对全球市场趋势、行业需求以及上述全球一级供应商具有重要影响力的海外地区（包括日本、韩国和欧洲）最佳实践的理解。此外，我们还计划（i）组建具有全球视野和海外经验的销售及客户服务团队，以及（ii）资助针对海外客户拓展的专项举措，例如设立海外办事处、开展客户拜访、探索全球合作机会及举办本地化营销活动等。详情请参阅"业务——我们的增长战略——持续赋能全球合作伙伴"及"未来计划与募集资金用途"。
推出定价更高的新解决方案，满足智能汽车的旺盛需求。我们将持续推出采用更先进技术的新解决方案。我们正在扩展解决方案组合，包括基于下一代硬件开发更先进的自动驾驶解决方案。我们还打算继续投资先进算法及自动驾驶软件应用，与新一代硬件协同设计、协同优化，以进一步提升处理效率、增强性能并降低延迟。我们于2020年启动搭载征程2处理硬件的地平线Mono（Horizon Mono）初始量产，随后于2021年启动搭载征程3处理硬件的Horizon Mono初始量产。Horizon Mono能够提供主流ADAS功能。2022年，我们分别启动搭载征程3处理硬件及征程5处理硬件的地平线Pilot（Horizon Pilot）初始量产。Horizon Pilot能够执行更高级别的任务，例如自动匝道上下、拥堵路段自动汇入与驶出、自动变道、高速公路自动驾驶等。凭借上述先进特性与功能，与Horizon Mono相比，我们能够对Horizon Pilot收取更高的溢价。我们于2024年4月发布了地平线SuperDrive（Horizon SuperDrive）。Horizon SuperDrive预计将在城市、高速及泊车等全场景中提供流畅、拟人化的自动驾驶功能。截至最后可行日期，我们已就Horizon SuperDrive与七家整车厂及三家一级供应商在多款车型上启动合作。未来数年，我们将主要专注于将Horizon SuperDrive商业化，
通过扩大与整车厂的合作，将Horizon SuperDrive集成至更多车型，并协助整车厂推进上述车型的量产。我们还计划基于新一代处理硬件持续开发Horizon SuperDrive，以更好地满足城市、高速、泊车、人车交互及共驾等全场景需求。我们的目标是为客户提供更安全、更高效、更舒适的驾驶体验，实现全场景覆盖、功能全面、用户体验一致且友好。我们相信，更先进的驾驶自动化技术使我们能够以更高的价格销售产品。注重创新的客户和消费者愿意为更优质的出行体验支付更高的价格。我们认为，ADAS及自动驾驶解决方案的上述定价提升将推动我们的收入增长。
我们未来的盈利能力取决于我们能否维持当前的利润率水平，并推出具有高利润率的新解决方案。我们的毛利率在2021年、2022年及2023年分别为70.9%、69.3%及70.5%，截至2023年6月30日及2024年6月30日的六个月分别为61.0%及79.0%。我们预计通过以下措施维持毛利率水平：
持续创新。维持盈利能力需要积极主动地持续推出具有相对较高利润率的新解决方案。为此，我们将继续将资源投入研发活动，以推动创新和技术开发。通过此举，我们可以支撑溢价定价、保持竞争优势，并在长期内维持盈利能力。
供应链管理与优化。我们将优化供应链以推动降本。例如，我们将继续通过建立长期合作关系来强化与供应商的合作，并多元化现有供应商资源，以确保供应稳定且成本可控。我们还打算重点推进相关举措，以实现与多种车型的更佳兼容性，加强模块集成及外围设备多元化，从而在系统层面优化成本。此外，我们将完善库存及供应链管理实践，确保我们始终能够维持适度合理的库存水平，以支撑长期盈利能力。
业务结构优化。我们将进一步优化业务结构以维持毛利率。我们将持续专注于汽车解决方案以维持毛利率。就汽车产品解决方案而言，我们预计将持续推出采用先进技术的新产品解决方案，并发布更多自动驾驶（AD）解决方案。与高级驾驶辅助系统（ADAS）解决方案相比，自动驾驶解决方案通常具有更高的价值和毛利率。随着自动驾驶解决方案渗透率的提升，我们预计业务结构中高毛利率的自动驾驶解决方案占比将有所增加。我们还将持续更新现有自动驾驶解决方案，以提供更优异的系统性能和更高效率，并推出具有更先进特性和功能的新型自动驾驶解决方案，以维持溢价定价。我们相信，上述策略将支撑溢价定价，从而提升汽车产品解决方案的毛利率。此外，就汽车许可及服务而言，我们将通过丰富软件及开发工具包组合，进一步实现许可及服务的商业化，将许可及服务的收入占比维持在最优水平，从而维持整体毛利率。我们还将通过持续的研发工作，向市场推出新的算法、软件及开发工具包许可，以维持许可及服务的高毛利率。
于业绩记录期间，我们产生了大量运营开支，包括研发开支、行政开支及销售与营销开支，用于开发、管理及推广我们的汽车解决方案。未来，我们将继续优化研发及销售与行政职能，以支持公司的长期业务增长。
研究与开发。于业绩记录期间，我们在研发方面投入了大量资源，专注于构建全面的研发能力，以支持算法、专用软件及处理硬件的开发。我们的研发开支于2021年、2022年及2023年分别为人民币11.436亿元、人民币18.799亿元及人民币23.663亿元，截至2023年6月30日止六个月及截至2024年6月30日止六个月分别为人民币10.490亿元及人民币14.197亿元。我们相信，目前的研发资源配置策略已带来了巨大收益。例如，汽车行业较长的规划周期要求我们在研发方面进行大量前期投入，且可能需要数年时间方能逐步释放效益。然而，凭借我们针对开放平台和灵活商业模式的精准研发方式，我们可以借助生态合作伙伴的能力，在我们技术支柱的基础上承担部分研发工作。此类前期投入可支持我们未来的产品管线，并以较低的额外成本维持我们的技术优势。此外，随着我们的解决方案在现有及新客户的不同车型上大规模量产，我们已见证了显著的规模效应，并在多年研发过程中积累了丰富经验，使我们能够更高效地开展研发工作。由于上述原因，我们的研发开支占总收入的百分比已由2021年的245.0%下降至2022年的207.6%，并进一步降至2023年的152.5%。我们的研发开支占总收入的百分比由截至2023年6月30日止六个月的282.4%下降至截至2024年6月30日止六个月的151.9%。我们预计，为支持未来业务扩张，研发开支将继续在运营开支中占较大比例，但研发开支占收入的百分比将持续下降。
行政开支。我们的行政开支于2021年、2022年及2023年分别为人民币3.190亿元、人民币3.739亿元及人民币4.434亿元，截至2023年6月30日止六个月及截至2024年6月30日止六个月分别为人民币2.150亿元及人民币2.431亿元。我们的行政开支占总收入的百分比由2021年的68.3%下降至2022年的41.3%，并进一步降至2023年的28.6%。我们的行政开支占总收入的百分比由截至2023年6月30日止六个月的57.9%下降至截至2024年6月30日止六个月的26.0%。上述下降主要由于收入增长以及业务扩张所带来的规模效应。我们将继续积极监控行政开支并提升运营效率。我们预计，随着未来业务扩张，行政开支的绝对金额将有所增加，但行政开支占收入的百分比将持续下降。
Gross profit . . . . . . . . .
Selling and marketing expenses . . . . . . . . . . (211,358) (298,520) (327,180) (142,723) (198,389) Research and development expenses . . . . . . . . . . (769,355) (1,104,228) (1,253,521) (631,050) (701,455) General and administrative expenses . . . . . . . . . . (166,499) (213,047) (241,498) (116,684) (143,004) Other income . . . . . . . . 79,730 100,887 161,141 80,219 96,957 Other gains and losses . . (3,499) 5,302 26,139 13,071 5,002 Share of losses of investments accounted for using the equity method . . . . . . . . . . . (1,601) (4,255) (59,841) (1,583) (136,969) Finance income . . . . . . . 185,657 218,793 371,960 175,743 279,720 Finance costs . . . . . . . . (4,164) (4,260) (9,217) (3,792) (5,407)
Loss before taxation . . . (559,503) (671,615) (237,707) (400,187) (64,807) Income tax expense . . . . (15,208) (17,401) (38,895) (18,426) (35,520)
销售及营销费用。我们的销售及营销费用在2021年、2022年及2023年分别为人民币2.114亿元、人民币2.985亿元及人民币3.272亿元，截至2023年6月30日止六个月及截至2024年6月30日止六个月分别为人民币1.427亿元及人民币1.984亿元。我们的销售及营销费用占总收入的百分比由2021年的45.3%下降至2022年的33.0%，并进一步下降至2023年的21.1%。我们的销售及营销费用占总收入的百分比由截至2023年6月30日止六个月的38.4%下降至截至2024年6月30日止六个月的21.2%。上述下降主要由于收入大幅增加、规模经济效应以及与客户之间的深厚联系。我们预期未来随着业务扩张，销售及营销费用的绝对金额将有所增加，但销售及营销费用占收入的百分比将持续下降。展望未来，我们将进一步借助与客户之间的直接紧密关系及强大沟通渠道以赢得更多合同，并以更具成本效益的方式开拓目标客户。
改善CARIZON的运营 我们通过CARIZON与全球行业巨头大众汽车集团建立战略合作关系，以把握中国定制化驾驶自动化解决方案的未来机遇。CARIZON成立于2023年11月，目前仍处于爬坡阶段，尚未产生任何收入。自CARIZON成立以来，我们一直按权益法核算的投资损失份额承担其亏损。由于CARIZON仍处于爬坡阶段，我们预期将继续承担此类亏损份额。受益于与大众汽车集团（CARIZON最大股东及客户）的协同效应，CARIZON拥有明确的市场进入策略，即针对大众汽车集团在中国销售的车辆提供定制化产品及服务，并可通过履行大众汽车集团的订单有效推动收入增长。因此，我们相信CARIZON将能够持续将其产品部署至量产车辆，尤其是大众汽车集团旗下车型。此外，作为CARIZON的股东，我们亦将通过引入敏捷研发流程及本地化洞察积极参与其业务运营。我们旨在提升作为CARIZON股东的经济效益，同时保留投资带来的业务协同效应及长期上升空间。
我们相信，上述方法的实施将对我们的盈利能力产生积极影响。具体而言，在扩大收入规模的同时，通过持续创新、供应链管理与优化以及业务结构优化来维持利润率水平，有望在提升利润率的同时实现利润增长。此外，通过持续优化研发职能及销售与行政职能来提升运营杠杆，进一步精简运营费用，以支持业务长期增长。受上述努力影响，在业绩记录期间，我们的收入及毛利有所增加，运营费用占总收入的百分比亦有所下降。我们将进一步推行举措，以提升CARIZON的运营表现及效率，从而将CARIZON亏损份额对我们业务的影响降至最低。我们相信，上述努力将综合影响我们的业绩及财务状况，巩固我们在市场中的竞争优势，从而进一步推动交付量增长，吸引更多设计定点及整车厂客户，以实现可持续增长。
在业绩记录期间，我们主要通过股东资本注入及Pre-IPO投资融资来满足资金需求。请参阅"历史、重组及公司架构——Pre-IPO投资"。我们在2021年、2022年及2023年的经营活动净现金流出分别为人民币11.110亿元、人民币15.573亿元及人民币17.445亿元，截至2023年6月30日止六个月及截至2024年6月30日止六个月分别为人民币11.660亿元及人民币7.260亿元；截至2021年、2022年及2023年12月31日及2024年6月30日，银行现金分别为人民币93.527亿元、人民币78.216亿元、人民币120.775亿元及人民币111.874亿元；截至2021年、2022年及2023年12月31日及2024年6月30日，现金及现金等价物分别为人民币80.500亿元、人民币66.087亿元、人民币113.596亿元及人民币104.524亿元。我们的现金总额足以覆盖经营活动的现金需求，并为我们的扩张及增长策略提供充足流动性。因此，我们相信，在考虑到可用财务资源后，我们拥有足够的营运资金为我们的运营提供资金。
基于上述原因，我们的董事认为我们的业务具有可持续性。根据所进行的尽职调查，联席保荐人未发现任何在重大方面合理导致其不同意上述董事观点的情况。
下表列示所示期间我们综合损益表的选定项目，摘自本招股说明书附录I所载会计师报告中的综合损益表。下文所呈列的历史业绩不一定代表未来任何期间的预期业绩。
| | 截至12月31日止年度 | | | 截至6月30日止六个月 | | |---|---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2023年 | 2024年 | | | 人民币 | 人民币 | 人民币 | 人民币（未经审计）| 人民币 | | | （千元） | | | | | | 来自客户合同的收入 | 466,720 | 905,676 | 1,551,607 | 371,491 | 934,599 | | 销售成本 | (135,734) | (277,963) | (457,297) | (144,879) | (195,861) | | 毛利 | 330,986 | 627,713 | 1,094,310 | 226,612 | 738,738 | | 销售及营销费用 | (211,358) | (298,520) | (327,180) | (142,723) | (198,389) | | 研究及开发费用 | (769,355) | (1,104,228) | (1,253,521) | (631,050) | (701,455) | | 一般及行政费用 | (166,499) | (213,047) | (241,498) | (116,684) | (143,004) | | 其他收入 | 79,730 | 100,887 | 161,141 | 80,219 | 96,957 | | 其他收益及亏损 | (3,499) | 5,302 | 26,139 | 13,071 | 5,002 | | 按权益法核算的投资亏损份额 | (1,601) | (4,255) | (59,841) | (1,583) | (136,969) | | 财务收入 | 185,657 | 218,793 | 371,960 | 175,743 | 279,720 | | 财务成本 | (4,164) | (4,260) | (9,217) | (3,792) | (5,407) | | 税前亏损 | (559,503) | (671,615) | (237,707) | (400,187) | (64,807) | | 所得税费用 | (15,208) | (17,401) | (38,895) | (18,426) | (35,520) | | 年度/期间亏损 | (574,711) | (689,016) | (276,602) | (418,613) | (100,327) |
毛利 ў ў ў ў ў ў ў ў 研发费用 ў ў ў ў ў ў ў ў 行政费用 ў ў 销售及营销费用 ў ў ў ў ў ў ў ў 金融资产减值净 （亏损）╱收益 ў ў ў ў ў 其他收入 ў ў ў ў ў ў ў 其他（亏损）╱收益净额 ў ў
财务资料 非国际财务报告准则计量 为补充按照国际财务报告准则列报的综合损益报表，我们采用经调整经营亏损（非国际财务报告准则计量）及经调整净亏损（非国际财务报告准则计量）作为非国际财务报告准则计量，该等计量并非国际财务报告准则规定或按照国际财务报告准则列报。在业绩记录期内，经调整经营亏损（非国际财务报告准则计量）及经调整净亏损（非国际财务报告准则计量）占收入的百分比大幅收窄。
我们将经调整经营亏损（非国际财务报告准则计量）定义为相关期间的经营亏损，经以下项目调整加回：（i）以股份为基础的款项，该等款项本质上为非现金项目；及（ii）上市开支，该等开支与全球发售相关。我们将经调整净亏损（非国际财务报告准则计量）定义为相关期间的亏损，经以下项目调整加回：（i）以股份为基础的款项，该等款项本质上为非现金项目；（ii）上市开支，该等开支与全球发售相关；及（iii）优先股及其他金融负债的公允价值变动，该等变动为非现金项目。所有优先股及其他金融负债于转换时将重新分类为权益，转换后不再按公允价值计量。我们认为，非国际财务报告准则计量有助于比较经营业绩，并为投资者及其他人士理解和评估我们的经营业绩提供有用资料，其方式与协助管理层理解和评估我们的经营业绩的方式相同。然而，我们就相关期间列示的非国际财务报告准则计量可能无法与其他公司列示的类似名称计量相比较。使用非国际财务报告准则计量作为分析工具存在局限性，投资者不应将其与国际财务报告准则会计准则所报告的经营业绩或财务状况分析割裂，或以其替代该等分析。
下表将所呈列期间的非国际财务报告准则计量与按照国际财务报告准则会计准则编制的最相近计量进行对账。
| | 截至12月31日止年度 | | | 截至6月30日止六个月 | | |---|---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2023年（未经审核） | 2024年 | | | （人民币千元） | | | | |
经调整经营亏损（非国际财务报告准则计量）对账： 经营亏损 ў ў ў ў ў ў ў ў 加回： 以股份为基础的款项(1) ў ў ў 上市开支 ў ў ў ў ў ў 经调整经营亏损 （非国际财务报告准则计量）ў ў ў ў
| | 2021年 | 2022年 | 2023年 | 2023年（未经审核） | 2024年 | |---|---|---|---|---|---| | 经营亏损 | (1,335,333) | (2,132,016) | (2,030,522) | (1,237,315) | (1,105,418) | | 加回：以股份为基础的款项(1) | 196,369 | 173,698 | 341,751 | 178,931 | 240,600 | | 上市开支 | – | – | 1,780 | – | 40,838 | | 经调整经营亏损（非国际财务报告准则计量） | (1,138,964) | (1,958,318) | (1,686,991) | (1,058,384) | (823,980) |
| | 截至12月31日止年度 | | | 截至6月30日止六个月 | | |---|---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2023年（未经审核） | 2024年 | | | （人民币千元） | | | | |
经调整净亏损（非国际财务报告准则计量）对账： 年度╱期间亏损 ў ў ў 加回： 以股份为基础的款项(1) ў ў ў 上市开支 ў ў ў ў ў ў 优先股及其他金融负债的 公允价值变动(2) ў ў ў ў 经调整净亏损 （非国际财务报告准则计量）ў ў ў ў
| | 2021年 | 2022年 | 2023年 | 2023年（未经审核） | 2024年 | |---|---|---|---|---|---| | 年度╱期间亏损 | (2,063,550) | (8,720,428) | (6,739,053) | (1,888,491) | (5,098,105) | | 加回：以股份为基础的款项(1) | 196,369 | 173,698 | 341,751 | 178,931 | 240,600 | | 上市开支 | – | – | 1,780 | – | 40,838 | | 优先股及其他金融负债的公允价值变动(2) | 763,984 | 6,655,367 | 4,760,354 | 713,566 | 4,012,726 | | 经调整净亏损（非国际财务报告准则计量） | (1,103,197) | (1,891,363) | (1,635,168) | (995,994) | (803,941) |
(1) 以股份为基础的款项涉及（i）我们根据2018年股份激励计划向员工及董事提供的股份奖励，及（ii）交易价格超出A类普通股公允价值（参考第三方估值报告）的部分，该部分被视为具有补偿性质，以换取创始人提供的服务，因此确认为以股份为基础的款项费用并计入股份溢价。详情参见本招股章程附录一所载会计师报告附注24(b)、附注26(a)及附注26(b)。
(2) 优先股及其他金融负债的公允价值变动主要来源于我们与融资活动相关的优先股及可转换贷款账面金额的变动。该等公允价值变动本质上为非现金项目。所有优先股及其他金融负债于转换时将重新分类为权益，转换后不再按公允价值计量。
综合损益及其他全面收益表选定组成部分说明 DESCRIPTION OF SELECTED COMPONENTS OF CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
我们通过两个主要业务板块产生收入，即：(i) 汽车解决方案，包括产品解决方案及授权与服务；以及 (ii) 非汽车解决方案。我们的收入主要来自汽车解决方案，反映了我们的战略重点。我们亦从非汽车解决方案中产生少量收入。 We generate our revenues through two main business segments, namely (i) automotive solutions which comprise product solutions and license and services, and (ii) non-automotive solutions. Our revenue primarily derives from our automotive solutions, which reflect our strategic focus. We also generate a small portion of our revenue from non-automotive solutions.
下表列示于所示期间内按收入来源划分的收入明细，包括绝对金额及占总收入的百分比。 The following table sets forth a breakdown of our revenue by revenue source during the periods indicated, both in absolute amounts and as percentages of total revenue.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | (unaudited) | | | | | | | | | | | | (in thousands, except for percentages) | | | | | | | | | | | Automotive solutions | | | | | | | | | | | | Product solutions | 208,083 | 44.6 | 319,312 | 35.3 | 506,386 | 32.7 | 192,298 | 51.8 | 222,264 | 23.8 | | License and services | 202,081 | 43.3 | 481,826 | 53.2 | 963,978 | 62.1 | 152,706 | 41.1 | 690,830 | 73.9 | | Subtotal | 410,164 | 87.9 | 801,138 | 88.5 | 1,470,364 | 94.8 | 345,004 | 92.9 | 913,094 | 97.7 | | Non-Automotive solutions | 56,556 | 12.1 | 104,538 | 11.5 | 81,243 | 5.2 | 26,487 | 7.1 | 21,505 | 2.3 | | Total Revenue | 466,720 | 100.0 | 905,676 | 100.0 | 1,551,607 | 100.0 | 371,491 | 100.0 | 934,599 | 100.0 |
我们的收入主要来自汽车解决方案，包括产品解决方案及授权与服务。 Our revenue is primarily generated from automotive solutions, comprising product solutions and license and services.
于业绩记录期间，产品解决方案产生的收入在2021年、2022年及2023年以及截至2023年6月30日止六个月和截至2024年6月30日止六个月分别为人民币208.1百万元、人民币319.3百万元、人民币506.4百万元、人民币192.3百万元及人民币222.3百万元，分别占同期总收入的44.6%、35.3%、32.7%、51.8%及23.8%。我们通过向整车制造商及一级供应商销售和交付产品解决方案（将我们自主研发的处理硬件与专有算法及软件相结合）产生收入。每项产品解决方案的价格取决于所涉算法和软件的类型，以及所集成处理硬件的类型和数量。 During the Track Record Period, revenue generated from product solutions amounted to RMB208.1 million, RMB319.3 million, RMB506.4 million, RMB192.3 million and RMB222.3 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively, accounting for 44.6%, 35.3%, 32.7%, 51.8% and 23.8% of our total revenue for the same periods, respectively. We generate revenue from the sale and delivery of our product solutions, which combine our self-developed processing hardware with proprietary algorithms and software, to OEMs and tier-one suppliers. The price of each product solution depends on the type of algorithm and software involved, as well as the type and number of processing hardware integrated.
于业绩记录期间，授权与服务产生的收入在2021年、2022年及2023年以及截至2023年6月30日止六个月和截至2024年6月30日止六个月分别为人民币202.1百万元、人民币481.8百万元、人民币964.0百万元、人民币152.7百万元及人民币690.8百万元，分别占同期总收入的43.3%、53.2%、62.1%、41.1%及73.9%。有关我们授权与服务业务的详情，请参阅"业务——我们的产品与服务——授权与服务"。 During the Track Record Period, revenue generated from license and services amounted to RMB202.1 million, RMB481.8 million, RMB964.0 million, RMB152.7 million and RMB690.8 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively, accounting for 43.3%, 53.2%, 62.1%, 41.1% and 73.9% of our total revenue for the same periods, respectively. See "Business — Our Products and Services — Licensing and Services" for details of our license and services businesses.
下表列示于所示期间内授权与服务收入的明细，包括绝对金额及占总收入的百分比。 The following table sets forth a breakdown of our revenue from license and services during the periods indicated, both in absolute amounts and as percentages of total revenue.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | (unaudited) | | | | | | | | | | | | (in thousands, except for percentages) | | | | | | | | | | | License | 132,916 | 28.5 | 237,580 | 26.2 | 536,692 | 34.6 | 36,715 | 9.9 | 582,724 | 62.4 | | Services | 69,165 | 14.8 | 244,246 | 27.0 | 427,286 | 27.5 | 115,991 | 31.2 | 108,106 | 11.5 | | Total | 202,081 | 43.3 | 481,826 | 53.2 | 963,978 | 62.1 | 152,706 | 41.1 | 690,830 | 73.9 |
我们来自授权与服务的收入于业绩记录期间大幅增长，主要受各类算法、开发工具及ADAS和自动驾驶解决方案相关软件授权需求的强劲增长所推动，以及相关服务需求的强劲增长所推动。尤其是，2023年及截至2024年6月30日止六个月授权收入的显著增长，由向CARIZON授予授权所推动。我们来自服务的收入由截至2023年6月30日止六个月的人民币116.0百万元减少至截至2024年6月30日止六个月的人民币108.1百万元，主要原因是根据客户的研发项目计划，2024年上半年确认收入的设计及技术服务合同数量较2023年同期有所减少。 Our revenue generated from license and services increased significantly during the Track Record Period, primarily driven by strong growth in the demand for licenses of various algorithms, development tools and software for ADAS and AD solutions and related services. In particular, the significant growth in revenue from license in 2023 and for the six months ended June 30, 2024 was driven by licenses granted to CARIZON during such periods. Our revenue from services decreased from RMB116.0 million for the six months ended June 30, 2023 to RMB108.1 million for the six months ended June 30, 2024, primarily due to a decrease in the number of design and technical service contracts with revenue recognized in the first half of 2024 compared to the same period in 2023, in accordance with our customers' R&D project plans.
于2021年、2022年及2023年以及截至2023年6月30日止六个月和截至2024年6月30日止六个月，分别有六家、八家、八家、七家及五家整车制造商客户，以及15家、28家、43家、33家及24家一级供应商客户直接与我们就授权与服务进行合作，并贡献了授权与服务收入。于2021年、2022年及2023年以及截至2023年6月30日止六个月和截至2024年6月30日止六个月，分别共有53份、66份、83份、59份及41份合同产生了授权与服务收入。 In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, six, eight, eight, seven and five OEM customers and 15, 28, 43, 33 and 24 tier-one supplier customers directly engaged with us for license and services contributed license and service revenues, respectively. In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, a total of 53, 66, 83, 59 and 41 contracts generated license and services revenue, respectively.
上述合同的合同金额差异显著，每份合同从约人民币6,000元至约人民币14亿元不等，取决于多种因素，包括但不限于所提供授权与服务的性质、客户的具体需求、我们所需投入的资源及服务期限。 The contract amount of the aforesaid contracts varied significantly, ranging from approximately RMB6,000 to approximately RMB1.4 billion per contract, depending on multiple factors such as, among others, the nature of license and service provided, the specific demands of customers, our resources required and lengths of services.
于2024年6月30日，来自第三方的授权与服务业务应收贸易款项及应收票据未偿还金额为人民币379.4百万元。于2024年8月31日，人民币52.2百万元（占上述应收款项的13.7%）已于其后结清。于2024年6月30日，来自第三方的授权与服务业务未偿还应收贸易款项及应收票据中，账龄在六个月以内的占77.8%，账龄在六个月至一年之间的占9.6%，账龄超过一年的占12.6%。 As of June 30, 2024, the outstanding amount of trade and note receivables from license and services business due from third parties amounted to RMB379.4 million. As of August 31, 2024, RMB52.2 million, representing 13.7% of such receivables had been subsequently settled. As of June 30, 2024, 77.8% of the outstanding trade and note receivables from license and services business due from third parties aged up to six months, 9.6% of the outstanding trade and note receivables from license and services business due from third parties aged from six months to one year and 12.6% of the outstanding trade and note receivables from license and services business due from third parties aged over one year.
截至2024年6月30日，与关联方许可及服务业务相关的未结贸易及票据应收款项为人民币6,380万元。截至2024年8月31日，已收回人民币1,830万元，占上述关联方应收款项的28.7%。关联方贸易及票据应收款项的后续回收比例相对较低，主要原因是上述大部分应收款项于最后实际可行日期尚未到期。我们将在上述贸易及票据应收款项到期时，认真监控并予以催收。
对于我们收取授权费的典型许可协议，我们通常要求客户在许可算法及软件交付验收之日起两个月内支付大部分授权费。如另有关于尾款支付安排，我们可能根据客户的业务里程碑（如SOP及量产）分期收取剩余款项。尽管如此，我们通常要求客户在许可算法及软件验收后两年内结清剩余款项。对于收取特许权使用费的许可协议，我们通常向客户给予自增值税发票开具之日起一个月的信用期。
对于按里程碑收取服务费的典型服务协议，我们通常就预付款给予不超过一个月的信用期，并就后续款项给予自向客户开具增值税发票之日起最长两个月的信用期。我们通常根据客户的业务里程碑开具增值税发票，此类里程碑包括（但不限于）下线样件、SOP及量产等。
我们的非汽车解决方案使设备制造商能够设计和制造具有更高智能化水平的设备及家电（如割草机），从而提升用户体验。由于非汽车解决方案并非我们的战略重点，非汽车解决方案收入占总收入的比例已从2021年的12.1%降至2022年的11.5%，并进一步降至2023年的5.2%。非汽车解决方案收入占总收入的比例亦从截至2023年6月30日止六个月的7.1%降至截至2024年6月30日止六个月的2.3%。
我们的销售成本包括与向客户提供解决方案直接相关的成本。下表列示了在所示期间内，我们的销售成本按收入来源划分的细目，包括绝对金额及占总销售成本的百分比。
| | 截至12月31日止年度 | | | | | | 截至6月30日止六个月 | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021年 | | 2022年 | | 2023年 | | 2023年 | | 2024年 | | | | 人民币 | % | 人民币 | % | 人民币 | % | 人民币 | % | 人民币（未经审计） | % | | | （千元，百分比除外） | | 汽车解决方案 | | | | | | | | | | | | 产品解决方案 | 65,494 | 48.2 | 121,006 | 43.5 | 280,160 | 61.3 | 95,262 | 65.8 | 129,519 | 66.1 | | 许可 | 1,775 | 1.3 | 4,722 | 1.7 | 3,147 | 0.7 | 2,076 | 1.4 | 19,294 | 9.9 | | 服务 | 14,330 | 10.6 | 53,991 | 19.5 | 103,345 | 22.6 | 25,158 | 17.4 | 29,348 | 15.0 | | 小计 | 81,599 | 60.1 | 179,719 | 64.7 | 386,652 | 84.6 | 122,496 | 84.6 | 178,161 | 91.0 | | 非汽车解决方案 | 54,135 | 39.9 | 98,244 | 35.3 | 70,645 | 15.4 | 22,383 | 15.4 | 17,700 | 9.0 | | 销售成本合计 | 135,734 | 100.0 | 277,963 | 100.0 | 457,297 | 100.0 | 144,879 | 100.0 | 195,861 | 100.0 |
我们的销售成本主要由与汽车解决方案相关的成本构成。2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月，我们的销售成本分别为人民币1.357亿元、人民币2.780亿元、人民币4.573亿元、人民币1.449亿元及人民币1.959亿元。在追踪记录期内，产品解决方案的销售成本构成我们总销售成本的最大组成部分，2021年、2022年及2023年以及截至2023年6月30日及2024年6月30日止六个月分别为人民币6,550万元、人民币1.210亿元、人民币2.802亿元、人民币9,526万元及人民币1.295亿元。非汽车解决方案销售成本占总销售成本的比例已从2021年的39.9%大幅下降至2023年的15.4%，并从截至2023年6月30日止六个月的15.4%下降至截至2024年6月30日止六个月的9.0%，与我们优先发展汽车解决方案的战略重点保持一致。
下表列示了我们的销售成本按性质划分的细目，包括绝对金额及占总销售成本的百分比。
| | 截至12月31日止年度 | | | | | | 截至6月30日止六个月 | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021年 | | 2022年 | | 2023年 | | 2023年 | | 2024年 | | | | 人民币 | % | 人民币 | % | 人民币 | % | 人民币 | % | 人民币（未经审计） | % | | | （千元，百分比除外） | | 已售存货成本 | 122,883 | 90.5 | 240,279 | 86.4 | 392,101 | 85.7 | 129,694 | 89.5 | 180,019 | 91.9 | | 雇员福利开支 | 12,851 | 9.5 | 37,684 | 13.6 | 65,196 | 14.3 | 15,185 | 10.5 | 15,842 | 8.1 | | 销售成本合计 | 135,734 | 100.0 | 277,963 | 100.0 | 457,297 | 100.0 | 144,879 | 100.0 | 195,861 | 100.0 |
In terms of cost of sales by nature, cost of inventories sold, primarily bill of materials for processing hardware and peripheral devices, was our largest cost component. Our cost of inventories sold as a percentage of total cost of sales decreased from 90.5% in 2021 to 85.7% in 2023 primarily due to a relatively faster increase in employee benefit expenses associated with provision of license and services during the Track Record Period. Our cost of inventories sold as a percentage of total cost of sales increased from 89.5% for the six months ended June 30, 2023 to 91.9% for the six months ended June 30, 2024, primarily due to the combined effect of (i) increased delivery volume of processing hardware and (ii) increased revenue contribution from licenses granted to our customers, particularly CARIZON, which generally do not incur high employee benefit expenses.
Gross profit is equal to our revenue less cost of sales. Our gross profit as a percentage of our revenue is our gross profit margin. Our gross profit increased significantly from RMB331.0 million in 2021 to RMB627.7 million in 2022, and further to RMB1,094.3 million in 2023, which is in line with our revenue growth during the Track Record Period. Our gross profit increased from RMB226.6 million for the six months ended June 30, 2023 to RMB738.7 million for the six months ended June 30, 2024. Our gross profit margin remained relatively stable at 70.9%, 69.3% and 70.5% in 2021, 2022 and 2023, respectively. Our gross profit margin increased from 61.0% for the six months ended June 30, 2023 to 79.0% for the six months ended June 30, 2024. The following table sets forth our gross profit and gross profit margin by revenue source for the periods indicated.
| | For the Year Ended December 31, | | | | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | Gross Profit | Gross Profit Margin | Gross Profit | Gross Profit Margin | Gross Profit | Gross Profit Margin | Gross Profit | Gross Profit Margin | Gross Profit | Gross Profit Margin | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | | | | | | | (unaudited) | | | | | | (in thousands, except for percentages) | | Automotive solutions | | | | | | | | | | | | Product solutions | 142,589 | 68.5 | 198,306 | 62.1 | 226,226 | 44.7 | 97,036 | 50.5 | 92,745 | 41.7 | | License | 131,141 | 98.7 | 232,858 | 98.0 | 533,545 | 99.4 | 34,639 | 94.3 | 563,430 | 96.7 | | Services | 54,835 | 79.3 | 190,255 | 77.9 | 323,941 | 75.8 | 90,833 | 78.3 | 78,758 | 72.9 | | Subtotal | 328,565 | 80.1 | 621,419 | 77.6 | 1,083,712 | 73.7 | 222,508 | 64.5 | 734,933 | 80.5 | | Non-Automotive solutions | 2,421 | 4.3 | 6,294 | 6.0 | 10,598 | 13.0 | 4,104 | 15.5 | 3,805 | 17.7 | | Total | 330,986 | 70.9 | 627,713 | 69.3 | 1,094,310 | 70.5 | 226,612 | 61.0 | 738,738 | 79.0 |
Our gross profit and gross profit margin have been and will continue to be affected by a number of factors, including the revenue mix of our product solutions and license and services, our pricing strategies, the mix of automotive and non-automotive solutions, cost of inventories sold and employee benefit expenses, as well as seasonality, among other factors. Our license and services typically have higher gross profit margin compared to our product solutions because our license and services incur lower cost of inventories sold as compared to our product solutions. Our overall gross profit margin varies from period to period depending on the evolving mix from different revenue sources.
Our gross profit margin differs for our automotive and non-automotive solutions during the Track Record Period. The higher gross profit margin for our automotive solutions is attributable to our higher pricing power for automotive solutions due to, among other things, differences in solutions application scenarios, different standards required and differences in complexity of the underlying technology.
Research and development expenses consist of (i) employee benefit expenses, including salaries, benefits, and share-based payments of research and development personnel; (ii) depreciation and amortization of property, plant and equipment, intangible assets and right-of-use assets utilized in research and development activities; (iii) technical service fees relating to research and development activities; (iv) outsourcing fees, primarily related to fees incurred for outsourced personnel on research and development activities; and (v) other expenses, including, among others, traveling expenses, utilities and property management fees. The following table sets forth a breakdown of our research and development expenses during the periods indicated, both in absolute amounts and as percentages of total research and development expenses.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | Research and development expenses | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | | | | | | | (unaudited) | | | | | | (in thousands, except for percentages) | | Employee benefit expenses | 751,150 | 65.7 | 1,175,565 | 62.5 | 1,435,620 | 60.7 | 837,101 | 59.0 | — | — | | Depreciation and amortization | 138,525 | 12.1 | 275,500 | 14.7 | 337,581 | 14.2 | 161,463 | 15.4 | 212,250 | 15.0 | | Technical service fees | 101,475 | 8.9 | 176,315 | 9.4 | 253,225 | 10.7 | 83,427 | 8.0 | 214,564 | 15.1 | | Outsourcing fees | 44,985 | 3.9 | 164,293 | 8.7 | 150,821 | 6.4 | 81,732 | 7.8 | 91,591 | 6.5 | | Other expenses | 107,507 | 9.4 | 88,215 | 4.7 | 189,008 | 8.0 | 35,505 | 3.3 | 64,150 | 4.4 | | Total research and development expenses | 1,143,642 | 100.0 | 1,879,888 | 100.0 | 2,366,255 | 100.0 | 1,048,991 | 100.0 | 1,419,656 | 100.0 |
In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we incurred research and development expenses of RMB1,143.6 million, RMB1,879.9 million, RMB2,366.3 million, RMB1,049.0 million and RMB1,419.7 million, respectively. Employee benefit expenses remained the single largest component of our research and development expenses during the Track Record Period, accounting for 65.7%, 62.5%, 60.7%, 65.5% and 59.0% of total research and development expenses in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively.
We believe that continuous investment in research and development is vital to our future growth. We will continue to invest in research and development, including recruiting additional technology talents, acquiring necessary licenses, facilities and equipment, and developing new processing hardware with stronger processing capacity and higher power efficiency to support the development of our automotive solutions. As such, we expect our research and development expenses to increase in absolute amount in the foreseeable future.
Our administrative expenses consist of (i) employee benefit expenses, including salaries, benefits, and share-based payments of administrative personnel; (ii) professional service and other consulting fees in relation to legal, finance and tax and other related matters; (iii) traveling expenses in relation to our administrative personnel; (iv) tax related surcharge; and (v) others, including, among others, depreciation and amortization, utilities, and property management fees. The following table sets forth a breakdown of our administrative expenses, both in absolute amounts and as percentages of total administrative expenses for the periods indicated.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | (unaudited) | | | (in thousands, except for percentages) | | Administrative expenses | | | | | | | | | | | | Employee benefit expenses | 187,756 | 58.9 | 205,582 | 55.0 | 302,245 | 68.2 | 166,971 | 77.7 | 138,719 | 57.1 | | Professional service and other consulting fees | 83,560 | 26.1 | 99,393 | 26.5 | 65,526 | 14.8 | 22,588 | 10.5 | 73,054 | 30.0 | | Traveling expenses | 23,449 | 7.4 | 18,957 | 5.1 | 19,669 | 4.4 | 6,888 | 3.2 | 8,493 | 3.5 | | Tax related surcharges | 2,936 | 0.9 | 9,243 | 2.5 | 19,714 | 4.4 | 3,197 | 1.5 | 3,119 | 1.3 | | Other expenses | 21,302 | 6.7 | 40,734 | 10.9 | 36,212 | 8.2 | 15,353 | 7.1 | 19,759 | 8.1 | | Total administrative expenses | 319,003 | 100.0 | 373,909 | 100.0 | 443,366 | 100.0 | 214,997 | 100.0 | 243,144 | 100.0 |
In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we incurred administrative expenses of RMB319.0 million, RMB373.9 million, RMB443.4 million, RMB215.0 million and RMB243.1 million, respectively. Employee benefit expenses remained the single largest component of our administrative expenses during the Track Record Period, accounting for 58.9%, 55.0%, 68.2%, 77.7% and 57.1% of total administrative expenses in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively.
We expect our administrative expenses to increase in the foreseeable future as we expand our operations. However, we expect that our administrative expenses as a percentage of total revenue to decrease as we improve our operational efficiency and benefit from economies of scale.
Our selling and marketing expenses consist of (i) employee benefit expenses, including salaries, benefits, and share-based payments of sales personnel; (ii) marketing business development, conferences and traveling expenses incurred by sales personnel; (iii) outsourcing fees in relation to outsourced personnel and professional service fees in connection with sales and marketing activities; and (iv) others, including, among others, depreciation and amortization, utilities and property management fees. The following table sets forth a breakdown of our selling and marketing expenses for the periods indicated, both in absolute amounts and as percentages of total selling and marketing expenses.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 | | 2024 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | | (unaudited) | | | (in thousands, except for percentages) | | Selling and marketing expenses | | | | | | | | | | | | Employee benefit expenses | 115,786 | 54.8 | 183,809 | 61.6 | 210,996 | 64.5 | 98,988 | 69.4 | 126,502 | 63.8 | | Marketing conferences and traveling expenses | 54,778 | 25.9 | 53,162 | 17.8 | 59,014 | 18.0 | 17,914 | 12.6 | 36,781 | 18.5 | | Outsourcing fees | 20,468 | 9.7 | 47,516 | 15.9 | 35,967 | 11.0 | 16,854 | 11.8 | 24,294 | 12.2 | | Other expenses | 20,358 | 9.6 | 14,013 | 4.7 | 21,272 | 6.5 | 8,972 | 6.2 | 10,844 | 5.5 | | Total selling and marketing expenses | 211,390 | 100.0 | 298,500 | 100.0 | 327,249 | 100.0 | 142,728 | 100.0 | 198,421 | 100.0 |
In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we incurred selling and marketing expenses of RMB211.4 million, RMB298.5 million, RMB327.2 million, RMB142.7 million and RMB198.4 million, respectively. Employee benefit expenses remained the single largest component of our selling and marketing expenses during the Track Record Period, accounting for 54.8%, 61.6%, 64.5%, 69.4% and 63.8% of total selling and marketing expenses in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively.
We plan to continue to spend on sales and marketing to promote our brand, deepen our relationships with our existing customers and attract new customers. As a result, we expect our selling and marketing expenses to increase in absolute amount in the foreseeable future. Meanwhile, we expect our selling and marketing expenses to decrease as a percentage of our total revenue as we benefit from our enhanced brand awareness, established customer base and economies of scale.
Our impairment (losses)/gains on financial assets consist of impairment (losses)/gains recognized from (i) trade and note receivables; and (ii) other receivables. During the Track Record Period, we recognized net impairment losses on financial assets of RMB5.1 million, RMB13.0 million, RMB20.8 million, RMB7.2 million and RMB53.2 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. For details, see Note 3.1(b) of the Accountant's Report included in Appendix I to this Prospectus.
Our other income primarily represents (i) financial subsidies; and (ii) tax refund in connection with VAT refunds and VAT additional deduction pursuant to government policies to support businesses. The following table sets forth a breakdown of our other income for the periods indicated.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 (unaudited) | | 2024 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | (in thousands, except for percentages) | | | | | | | | | | | | Other income | | | | | | | | | | | | Financial subsidies | 10,810 | 74.6 | 30,503 | 69.9 | 50,238 | 75.9 | 8,474 | 64.1 | 20,669 | 60.6 | | Tax refund | 3,673 | 25.4 | 13,159 | 30.1 | 15,984 | 24.1 | 4,753 | 35.9 | 13,440 | 39.4 | | Total other income | 14,483 | 100.0 | 43,662 | 100.0 | 66,222 | 100.0 | 13,227 | 100.0 | 34,109 | 100.0 |
Our other (losses)/gains, net consist of (i) fair value changes of financial assets at fair value through profit or loss, reflecting the valuation of unlisted companies that we invested in which we hold minor interest and the valuation of wealth management products we purchased; (ii) net foreign exchange differences resulted from changes in foreign exchange rates; (iii) donations; (iv) (losses)/gains on disposal of subsidiaries; and (v) others. The following table sets forth a breakdown of our other (losses)/gains, net for the periods indicated.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 (unaudited) | | 2024 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | (in thousands, except for percentages) | | | | | | | | | | | | Fair value changes of financial assets at fair value through profit or loss | (5,286) | 316.7 | 29,715 | (12.5) | 8,852 | (26.5) | 21,782 | 60.2 | (3,142) | 188.3 | | Net foreign exchange differences | 11,080 | (663.9) | (264,660) | 111.2 | (40,334) | 120.8 | 11,149 | 30.8 | 94 | (5.6) | | Donations | (4,415) | 264.5 | — | — | — | — | — | — | — | — | | (Losses)/gains on disposal of subsidiaries | — | — | (40,334) | — | 121 | (0.2) | — | — | — | — | | Others | (3,110) | — | (672) | 2.0 | (63,158) | 99.8 | (237) | 0.4 | 3,262 | 9.0 | | Total other (losses)/gains, net | (1,669) | 100.0 | (238,055) | 100.0 | (33,391) | 100.0 | (63,274) | 100.0 | 36,193 | 100.0 |
Our finance income consists primarily of interest income from financial assets held for cash management purposes, such as interests on demand deposits and term deposits. In 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, we had finance income of RMB28.2 million, RMB104.5 million, RMB167.5 million, RMB87.3 million and RMB214.6 million, respectively.
Our finance costs consist of (i) interest for lease liabilities; and (ii) finance charges paid for issuance of preferred shares to investors in relation to our financing activities. See Note 10 of the Accountant's Report included in Appendix I to this Prospectus. The following table sets forth a breakdown of our finance costs for the periods indicated.
| | For the Year Ended December 31, | | | | | | For the Six Months Ended June 30, | | | | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | | 2022 | | 2023 | | 2023 (unaudited) | | 2024 | | | | RMB | % | RMB | % | RMB | % | RMB | % | RMB | % | | (in thousands, except for percentages) | | | | | | | | | | | | Finance costs | | | | | | | | | | | | Interest for lease liabilities | (4,711) | 28.4 | (7,548) | 100.0 | (8,651) | 100.0 | (4,585) | 100.0 | (3,789) | 100.0 | | Finance charges paid for issuance of preferred shares | (11,881) | 71.6 | — | — | — | — | — | — | — | — | | Total finance costs | (16,592) | 100.0 | (7,548) | 100.0 | (8,651) | 100.0 | (4,585) | 100.0 | (3,789) | 100.0 |
Our revenue from automotive solutions increased by RMB555.4 million, or 166.0%, from RMB334.5 million for the six months ended June 30, 2023 to RMB889.9 million for the six months ended June 30, 2024.
使用权益法核算的投资损益份额 我们于2021年、2022年及2023年，以及截至2023年6月30日止六个月及截至2024年6月30日止六个月，分别录得使用权益法核算的投资应占净亏损人民币250万元、人民币3,430万元、人民币1.121亿元、人民币1,680万元及人民币1.816亿元，主要反映本集团合营企业及联营公司的亏损。请参阅本招股说明书附录一所载会计师报告附注13。
优先股及其他金融负债的公允价值变动 我们于2021年、2022年及2023年，以及截至2023年6月30日止六个月及截至2024年6月30日止六个月，于综合损益表中分别录得优先股及其他金融负债的公允价值变动人民币7.640亿元、人民币66.554亿元、人民币47.604亿元、人民币7.136亿元及人民币40.127亿元，主要代表优先股及可转换贷款的公允价值变动。请参阅本招股说明书附录一所载会计师报告附注28。
所得税收益╱（开支） 我们于2021年、2022年及2023年分别录得所得税收益人民币2,670万元、人民币430万元及人民币510万元，代表预期未来可实现的税务亏损结转。我们于截至2023年6月30日止六个月录得所得税开支人民币350万元，于截至2024年6月30日止六个月录得所得税开支人民币910万元，主要由于就存放于不同税务管辖区金融机构的存款利息收入缴纳预扣所得税所致。
年度╱期间亏损 综合上述因素，我们于2021年、2022年及2023年，以及截至2023年6月30日止六个月及截至2024年6月30日止六个月，分别录得年度╱期间亏损人民币20.636亿元、人民币87.204亿元、人民币67.391亿元、人民币18.885亿元及人民币50.981亿元。
开曼群岛 本公司在开曼群岛注册成立。根据开曼群岛现行法律，本公司无需就收入或资本收益缴纳税款。此外，本公司在开曼群岛向股东派付股息时，无需缴纳开曼群岛预扣税。
香港 本集团在香港的附属公司（包括本集团全资附属公司地平线香港）须就其在香港开展的业务缴纳香港利得税，税率为应评税利润中不超过200万港元的部分按8.25%征收，超过200万港元的部分按16.5%征收。本集团香港附属公司向其股东派付的股息无需缴纳任何香港预扣税。
中国内地 本集团在中国内地的附属公司均为依据中国法律注册成立的企业，因此须根据相关中国所得税法律，就其应税收入缴纳中国企业所得税。根据自2008年1月1日起施行的《中华人民共和国企业所得税法》（"企业所得税法"），适用25%的统一企业所得税税率一般同时适用于外商投资企业及内资企业，特殊优惠税率情形除外。
本集团五家主要附属公司有权享受15%的优惠企业所得税税率。于业绩记录期间，上述附属公司已取得高新技术企业（"高新技术企业"）资格，因此有权在三年期间内享受15%的优惠税率。该资格须满足每三年重新申请高新技术企业认定的要求。本集团将为上述所有附属公司申请续期高新技术企业资格，并相信上述每家附属公司在三年期届满后持续符合高新技术企业资格的可能性较大。因此，上述实体的递延税项自其获认定为高新技术企业当年起按15%的税率计算。
本集团就所提供的解决方案须缴纳增值税，并须依据中国法律就增值税缴纳附加税费。
若本集团位于开曼群岛的控股公司或任何位于中国内地以外的附属公司被认定为企业所得税法下的"居民企业"，则须就其全球收入按25%的税率缴纳企业所得税。请参阅"风险因素——与在中国开展业务相关的风险——若我们被认定为中国居民企业以缴纳中国企业所得税，该认定可能对我们及非中国股东产生不利税务影响"。
收入 本集团收入由截至2023年6月30日止六个月的人民币3.715亿元增加人民币5.631亿元（即增加151.6%）至截至2024年6月30日止六个月的人民币9.346亿元，主要由于本集团客户基础扩大及现有客户贡献增加所带来的汽车解决方案销售增长。
汽车解决方案 • 本集团来自汽车解决方案的收入由截至2023年6月30日止六个月的人民币3.345亿元增加人民币5.554亿元（即增加166.0%）至截至2024年6月30日止六个月的人民币8.899亿元。
Product solutions. Our revenue from sales of product solutions increased by 15.6% from RMB192.3 million for the six months ended June 30, 2023 to RMB222.3 million for the six months ended June 30, 2024, primarily due to an increase in delivery volume of processing hardware from approximately 0.7 million units for the six months ended June 30, 2023 to approximately 1.0 million units for the six months ended June 30, 2024. We witnessed growth in delivery volume as a result of (i) rapid development and robust growth in the downstream smart vehicles market that drives the increase in demand for product solutions and (ii) a well-established customer base of tier-one suppliers and OEMs that allows us to boost the sales of product solutions. In particular, leveraging such strong customer base, we are able to (i) scale deployment of our solutions with mass production of our OEM customers' vehicles, (ii) integrate our product solutions with more vehicle models from our OEM customers, and (iii) sell more advanced solutions and more components from our offerings to our OEM customers. Furthermore, we also attracted new customers to adopt our product solutions, which further drives revenue growth. Our automotive product solutions average selling price decreased from RMB256 per unit of processing hardware for the six months ended June 30, 2023 to RMB231 per unit of processing hardware for the six months ended June 30, 2024, primarily due to our strategic decision to offer more competitive prices of existing product solutions to certain existing customers during the first half of 2024.
License and services. Our revenue generated from license and services increased by 352.4% from RMB152.7 million for the six months ended June 30, 2023 to RMB690.8 million for the six months ended June 30, 2024, primarily driven by (i) significant growth in the smart vehicle industry, which is expected to drive – 411 –
FINANCIAL INFORMATION increasing demand for license and services related to automotive solutions and (ii) increasing demand from OEMs and tier-one suppliers for license of algorithms, various development tools and technical services to design and tailor their ADAS and AD solutions. In particular, we generated RMB351.0 million revenue from licenses and services to CARIZON, our joint venture initiative with Volkswagen Group, representing over 50% of our revenue from license and services. The relatively large revenue contribution was primarily due to (i) our entry into intellectual property licensing agreements with CARIZON in 2023, with delivery of some licenses in the first half of 2024, leading to recognition of revenue during the same period, and (ii) realization of economic benefit for downstream transaction for license with CARIZON. Our revenue from services decreased from RMB116.0 million for the six months ended June 30, 2023 to RMB108.1 million for the six months ended June 30, 2024, primarily due to a decrease in the number of design and technical service contracts with revenue recognized in the six months ended June 30, 2024 compared to the same period in 2023, in accordance with our customers' R&D project plans.
非汽车解决方案（Non-automotive Solutions） 由于我们战略重心集中于汽车解决方案，我们的非汽车解决方案收入从2023年6月30日止六个月的人民币2,650万元下降18.9%至2024年6月30日止六个月的人民币2,150万元。
销售成本（Cost of Sales） 我们的销售成本总额从2023年6月30日止六个月的人民币1.449亿元增加35.2%至2024年6月30日止六个月的人民币1.959亿元，主要由于：(i) 产品解决方案销售成本从2023年6月30日止六个月的人民币9,530万元增加35.9%至2024年6月30日止六个月的人民币1.295亿元；及(ii) 许可及服务销售成本从2023年6月30日止六个月的人民币2,720万元增加78.7%至2024年6月30日止六个月的人民币4,860万元，部分被非汽车解决方案销售成本从2023年6月30日止六个月的人民币2,240万元减少至2024年6月30日止六个月的人民币1,770万元所抵销。
毛利及毛利率（Gross Profit and Gross Profit Margin） 由于上述原因，我们的毛利从2023年6月30日止六个月的人民币2.266亿元增加至2024年6月30日止六个月的人民币7.387亿元。我们的毛利率从2023年6月30日止六个月的61.0%增加至2024年6月30日止六个月的79.0%，这是由于我们收入来源的构成及各自毛利率发生变化所致。
产品解决方案。我们产品解决方案的毛利率从截至2023年6月30日止六个月的50.5%下降至截至2024年6月30日止六个月的41.7%，主要由于与2023年同期相比，2024年上半年已售存货成本较高。因此，尽管收入有所增加，我们产品解决方案的毛利仍从截至2023年6月30日止六个月的9,700万元人民币下降至截至2024年6月30日止六个月的9,270万元人民币。由于每年上半年已售存货成本中有相当大比例主要采购自上一年度，2023年汽车半导体采购价格较2022年上涨10.5%，导致截至2024年6月30日止六个月的相应成本高于2023年同期。截至2024年6月30日止六个月及截至2023年6月30日止六个月，处理硬件的物料清单成本分别占汽车产品解决方案已售总成本的92.8%及98.2%。详情请参阅"–截至2023年12月31日止年度与截至2022年12月31日止年度比较–毛利及毛利率–汽车解决方案"。根据CIC，汽车半导体采购价格的上涨符合市场趋势。此外，我们亦战略性地下调了现有汽车产品解决方案的定价，以在ADAS及自动驾驶解决方案市场获取更多市场份额。因此，我们汽车产品解决方案的平均销售价格从截至2023年6月30日止六个月每单位处理硬件256元人民币下降至截至2024年6月30日止六个月每单位处理硬件231元人民币。尽管如此，我们汽车产品解决方案产生的收入仍从截至2023年6月30日止六个月的1.923亿元人民币增加至截至2024年6月30日止六个月的2.223亿元人民币。详情请参阅"业务–我们的产品及服务–汽车解决方案–汽车解决方案的收入贡献"。尽管产品解决方案的平均销售价格暂时下降，我们将持续更新现有汽车产品解决方案，以提供更佳的系统性能和更高效率，并推出具有更先进特性和功能的新汽车产品解决方案，从而支撑我们的溢价定价。请参阅"–盈利路径–维持我们的毛利率水平"。
许可及服务。我们许可及服务的毛利率从截至2023年6月30日止六个月的82.2%增加至截至2024年6月30日止六个月的93.0%，主要由于许可授予的收入贡献占总收入的比例从截至2023年6月30日止六个月的9.9%增加至截至2024年6月30日止六个月的62.4%，而许可授予的毛利率通常高于服务。具体而言，我们授予CARIZON的许可在2024年上半年具有较高的毛利率，因为在此期间履行相关合同义务所需的存货及雇员福利开支较低。
我们非汽车解决方案的毛利率从截至2023年6月30日止六个月的15.5%增加至截至2024年6月30日止六个月的17.7%，主要由于运营管理改善及专业能力提升带来的毛利率提高。
我们的研究及开发开支从截至2023年6月30日止六个月的10.490亿元人民币增加35.3%至截至2024年6月30日止六个月的14.197亿元人民币，主要由于支付予研究及开发人员的雇员福利开支、折旧及摊销、技术服务费及其他开支有所增加。随着收入持续增长及我们日益注重研究及开发效率，我们的研究及开发开支占收入的百分比从截至2023年6月30日止六个月的282.4%下降至截至2024年6月30日止六个月的151.9%。
我们的行政开支从截至2023年6月30日止六个月的2.150亿元人民币增加13.1%至截至2024年6月30日止六个月的2.431亿元人民币，主要由于包括上市开支在内的专业服务及其他咨询费有所增加，部分被行政人员的雇员福利开支减少所抵销，后者的减少是由于我们在2023年上半年向行政人员授予了更多以股份为基础的付款，导致股份支付开支减少。随着收入持续增长及我们日益注重行政效率，我们的行政开支占总收入的百分比从截至2023年6月30日止六个月的57.9%下降至截至2024年6月30日止六个月的26.0%。
我们的销售及营销开支从截至2023年6月30日止六个月的1.427亿元人民币增加39.0%至截至2024年6月30日止六个月的1.984亿元人民币，主要由于为推广新旧汽车解决方案而增加招募人员，以及营销及差旅开支有所增加。随着收入持续增长及我们日益注重销售及营销效率，我们的销售及营销开支占总收入的百分比从截至2023年6月30日止六个月的38.4%下降至截至2024年6月30日止六个月的21.2%。
Our net impairment losses on financial assets increased by 643.1% from RMB7.2 million for the six months ended June 30, 2023 to RMB53.2 million for the six months ended June 30, 2024, primarily due to an increase in loss allowance for trade receivables with growing aging of certain customers in accordance with expected credit loss model, as well as loss allowance of certain trade receivables.
Our other income significantly increased by 157.9% from RMB13.2 million for the six months ended June 30, 2023 to RMB34.1 million for the six months ended June 30, 2024, primarily due to an increase of financial subsidies from RMB8.5 million for the six months ended June 30, 2023 to RMB20.7 million for the six months ended June 30, 2024 as well as an increase in extra VAT input deductibles we enjoyed based on government policies to support businesses.
We recorded other losses, net of RMB63.3 million for the six months ended June 30, 2023 and other gains, net of RMB36.2 million for the six months ended June 30, 2024. Such changes were primarily driven by a decrease of net foreign exchange losses of RMB63.2 million for the six months ended June 30, 2023 to net foreign exchange gains of RMB11.1 million for the six months ended June 30, 2024 resulting from changes in foreign exchange rate as well as our management control of foreign exchange risks and increased fair value changes of financial assets of FVTPL from RMB0.1 million for the six months ended June 30, 2023 to RMB21.8 million for the six months ended June 30, 2024.
As a result of the foregoing, we recorded operating losses of RMB1,237.3 million and RMB1,105.4 million for the six months ended June 30, 2023 and 2024, respectively.
Our net finance income increased by 154.9% from RMB82.7 million for the six months ended June 30, 2023 to RMB210.8 million for the six months ended June 30, 2024, driven by an increase in interest income from financial assets held for cash management purposes.
Our share of net losses of investments accounted for using the equity method significantly increased from RMB16.8 million for the six months ended June 30, 2023 to RMB181.6 million for the six months ended June 30, 2024, mainly due to net loss of CARIZON, our joint venture initiative with Volkswagen Group.
Our fair value changes of preferred shares and other financial liabilities significantly increased from RMB713.6 million for the six months ended June 30, 2023 to RMB4,012.7 million for the six months ended June 30, 2024, primary due to changes in the valuation of our Company.
We recorded RMB3.5 million and RMB9.1 million in income tax expenses for the six months ended June 30, 2023 and 2024, respectively, primarily due to withholding income tax on interest income from deposits in financial institution located in various different tax jurisdictions.
As a result of the foregoing, we recorded loss for the periods of RMB1,888.5 million and RMB5,098.1 million for the six months ended June 30, 2023 and 2024, respectively.
Our revenue increased significantly by 71.3% from RMB905.7 million in 2022 to RMB1,551.6 million in 2023, primarily due to the expansion of our customer base as well as increased spending from our existing customers.
- **Product solutions.** Our revenue from sales of product solutions increased by 58.6% from RMB319.3 million in 2022 to RMB506.4 million in 2023, primarily due to an increase in delivery volume of processing hardware from approximately 1.5 million units in 2022 to approximately 2.1 million units in 2023. Apart from an increase in delivery volume, we also witnessed an increase in automotive product solutions average selling price from RMB213 per unit of processing hardware in 2022 to RMB239 per unit of processing hardware in 2023. Despite the deceleration in the global average price of automotive semiconductors of approximately 5.0% in 2023, we nonetheless witnessed robust increase in automotive product solutions average selling price. This growth was primarily driven by an increase in revenue contribution from AD solutions, namely Horizon Pilot, which had a higher average selling price than ADAS solutions, namely Horizon Mono. We witnessed growth in both delivery volume and automotive product solutions average selling price as a result of (i) rapid development and robust growth in the downstream smart vehicles market that drives the increase in demand for product solutions, (ii) increased penetration from AD solutions that leads to higher dollar content per vehicle and
(iii) a well-established customer base of tier-one suppliers and OEMs that allows us to boost the sales of product solutions. In particular, leveraging such strong customer base, we are able to (i) scale deployment of our solutions with mass production of our OEM customers' vehicles, (ii) integrate our product solutions with more vehicle models from our OEM customers, and (iii) sell more advanced solutions and more components from our offerings to our OEM customers. Furthermore, we also attracted new customers to adopt our product solutions, which further drives revenue growth.
许可与服务。我们的许可与服务收入从2022年的人民币4.818亿元增长100.1%至2023年的人民币9.640亿元，主要驱动因素为：(i) 智能汽车行业的显著增长，预计将推动对汽车解决方案相关许可与服务需求的持续增加；以及 (ii) 整车厂（OEM）及一级供应商对算法许可、各类开发工具及技术服务的需求日益增加，以设计和定制其高级驾驶辅助系统（ADAS）及自动驾驶（AD）解决方案。因此，我们与客户签订的合同数量及合同金额均有所增加。2023年，我们吸引了多家新客户并由此产生许可与服务收入。年内录得收入的许可与服务合同数量从2022年的66份增加至2023年的83份。
非汽车解决方案 由于我们战略重心集中于汽车解决方案，我们来自非汽车解决方案的收入从2022年的人民币1.045亿元减少至2023年的人民币8,120万元，主要原因是来自经销商的收入有所下降。
销售成本 我们的销售成本总额从2022年的人民币2.780亿元增加64.5%至2023年的人民币4.573亿元，主要原因为：(i) 产品解决方案的销售成本从2022年的人民币1.210亿元增加131.5%至2023年的人民币2.802亿元；以及 (ii) 许可与服务的销售成本从2022年的人民币5,870万元增加81.4%至2023年的人民币1.065亿元；上述增加部分被非汽车解决方案销售成本从2022年的人民币9,820万元减少至2023年的人民币7,060万元所部分抵销。
毛利及毛利率 受上述因素影响，我们的毛利从2022年的人民币6.277亿元增加至2023年的人民币10.943亿元。
我们的毛利率保持相对稳定，2022年为69.3%，2023年为70.5%，变动源于我们收入来源构成及各自毛利率的变化。
• 产品解决方案。我们产品解决方案的毛利率从2022年的62.1%下降至2023年的44.7%，主要原因为2023年采购的汽车半导体采购价格较2022年高出10.5%，从而导致2023年已售存货成本高于2022年。加工硬件的物料清单成本分别占2023年及2022年已售汽车产品解决方案总成本的97%。由于全球汽车零部件供应短缺，我们在采购中承担了较高的采购价格。根据灼识咨询（CIC）的数据，汽车半导体采购价格的上涨与市场趋势一致。此外，我们亦下调了地平线Mono（Horizon Mono）的定价，以期在ADAS解决方案市场中扩大市场份额。因此，尽管汽车产品解决方案整体平均售价有所上升，地平线Mono每单位处理硬件的平均售价仍从2022年的人民币168元下降至2023年的人民币157元。尽管如此，受该策略影响，我们地平线Mono的销售收入从2022年的人民币1.819亿元增加至2023年的人民币2.633亿元。根据灼识咨询的数据，ADAS及自动驾驶解决方案提供商可以并可能会策略性地选择在产品成熟、产量规模扩大时下调定价以抢占市场份额。详情请参阅"业务——我们的产品与服务——汽车解决方案——汽车解决方案的收入贡献"。
• 许可与服务。我们许可与服务的毛利率保持相对稳定，2022年及2023年分别为87.8%及89.0%。毛利率的小幅波动主要源于规模经济效益及专业能力的提升，使我们向客户提供许可与服务的履约成本相对较低。此外，许可与服务整体毛利率的提升亦得益于许可授权收入贡献比例的提高——许可授权的毛利率通常高于服务，其占总收入的比例从2022年的26.2%上升至2023年的34.6%。
非汽车解决方案 我们非汽车解决方案的毛利率从2022年的6.0%提升至2023年的13.0%，主要原因为我们专业能力的增强带动了非汽车产品解决方案毛利率的提高。
研究与开发费用 我们的研究与开发费用从2022年的人民币18.799亿元增加25.9%至2023年的人民币23.663亿元，主要原因为支付给研究与开发人员的雇员福利费用有所增加。随着收入持续增长以及我们日益注重研发效率，研究与开发费用占收入的百分比从2022年的207.6%下降至2023年的152.5%。
我们的管理费用从2022年的人民币3.739亿元增加18.6%至2023年的人民币4.434亿元，主要由于向履行管理职能的员工支付的员工福利费用有所增加。随着我们的收入持续增长以及我们日益关注管理效率，我们的管理费用占总收入的百分比从2022年的41.3%下降至2023年的28.6%。
我们的销售及营销费用从2022年的人民币2.985亿元增加9.6%至2023年的人民币3.272亿元，主要由于为推广我们新的及现有汽车解决方案而招募的人员有所增加。随着我们的收入持续增长以及我们日益关注销售及营销效率，我们的销售及营销费用占总收入的百分比从2022年的33.0%下降至2023年的21.1%。
我们的金融资产净减值损失从2022年的人民币0.130亿元增加59.5%至2023年的人民币0.208亿元，主要由于我们的业务扩张导致贸易应收款项的损失拨备相应增加。
我们的其他收入从2022年的人民币0.437亿元增加51.7%至2023年的人民币0.662亿元，主要由于财政补贴从2022年的人民币0.305亿元增加至2023年的人民币0.502亿元，以及根据政府支持企业政策的增值税退税所带来的退税增加。
我们的其他亏损净额从2022年的人民币2.381亿元减少至2023年的人民币0.334亿元，主要由于我们的外汇净亏损从2022年的人民币2.647亿元减少至2023年的人民币0.403亿元，反映了外汇汇率的变化以及我们对外汇风险的管理与控制。
由于上述原因，我们在2022年及2023年分别录得经营亏损人民币21.320亿元及人民币20.305亿元。
我们的融资收益净额从2022年的人民币0.970亿元增加63.8%至2023年的人民币1.588亿元，主要由于持有用于现金管理目的的金融资产所产生的利息收入有所增加。
我们分占以权益法核算的投资净亏损从2022年的人民币0.343亿元增加226.8%至2023年的人民币1.121亿元，主要由于我们与大众汽车集团合资设立的CARIZON产生净亏损。
我们的优先股及其他金融负债公允价值变动从2022年的人民币66.554亿元减少28.5%至2023年的人民币47.604亿元，原因在于本公司估值发生变化。
我们的所得税优惠从2022年的人民币0.043亿元增加18.8%至2023年的人民币0.051亿元，因为我们累计的可结转税务亏损得以实现。
由于上述原因，我们在2022年及2023年分别录得年度亏损人民币87.204亿元及人民币67.391亿元。
我们的收入从2021年的人民币4.667亿元增加94.1%至2022年的人民币9.057亿元，主要由于我们的客户群持续扩大以及现有客户的支出有所增加。
• 产品解决方案。我们的产品解决方案销售收入从2021年的人民币2.081亿元增加53.5%至2022年的人民币3.193亿元，主要由于交付量从2021年的约100万套增加至2022年的约150万套。除交付量增加外，我们亦见证了汽车产品解决方案平均售价从2021年每套处理硬件人民币208元上升至2022年每套处理硬件人民币213元。根据灼识咨询（CIC）的资料，汽车产品解决方案平均售价的上涨总体符合行业规范。我们的交付量增长及汽车产品解决方案平均售价提升，原因在于（i）下游智能汽车市场快速发展并呈现强劲增长，推动了对产品解决方案的需求增加；（ii）自动驾驶解决方案渗透率提升，带动每辆汽车的美元含量增加；以及（iii）完善的一级供应商及整车厂客户基础，使我们得以推动产品解决方案的销售。尤其是借助此强大的客户基础，我们能够（i）随着整车厂客户旗下车型的量产而扩大解决方案的部署规模，（ii）将我们的产品解决方案集成至整车厂客户更多的车型中，以及（iii）向整车厂客户销售更先进的解决方案及更多产品组件。此外，我们亦吸引新客户采用我们的产品解决方案，进一步推动收入增长。
• 许可及服务。我们的许可及服务收入从2021年的人民币2.021亿元大幅增加138.4%至2022年的人民币4.818亿元，主要由于（i）智能汽车行业的显著增长预计将推动对汽车解决方案相关许可及服务的需求持续上升；以及（ii）整车厂及一级供应商对算法许可、各类开发工具及技术服务的需求不断增加，以设计和定制其高级驾驶辅助系统（ADAS）及自动驾驶解决方案。因此，我们见证了与客户签订合同数量的增加。我们吸引了多家新客户贡献许可及服务收入，同时亦从现有客户处产生了额外的许可及服务收入。年内录得收入的许可及服务合同数量从2021年的53份增加至2022年的66份。
Our gross profit margin for non-automotive solutions increased from 4.3% in 2021 to 6.0% in 2022 mainly due to a decrease in average cost of sales of our non-automotive product solutions.
Our research and development expenses increased by 64.4% from RMB1,143.6 million in 2021 to RMB1,879.9 million in 2022, primarily due to an increase in employee benefit expenses paid to our research and development personnel. As our revenue continues to grow and we increasingly focus on research and development efficiency, our research and development expenses as a percentage of revenue decreased from 245.0% in 2021 to 207.6% in 2022.
Our administrative expenses increased by 17.2% from RMB319.0 million in 2021 to RMB373.9 million in 2022, which was primarily due to an increase in employee benefit expenses paid to employees performing administrative functions to support our business. As our revenue continues to grow and we increasingly focus on administrative efficiency, our administrative expenses as a percentage of revenue decreased from 68.3% in 2021 to 41.3% in 2022.
Our selling and marketing expenses increased by 41.2% from RMB211.4 million in 2021 to RMB298.5 million in 2022, which was primarily due to an increase in personnel hired to promote our new and existing solutions to customers. As our revenue continues to grow and we increasingly focus on sales and marketing efficiency, our selling and marketing expenses as a percentage of revenue decreased from 45.3% in 2021 to 33.0% in 2022.
Our net impairment losses on financial assets increased by 155.8% from RMB5.1 million in 2021 to RMB13.0 million in 2022, primarily due to our business expansion that leads a corresponding increase in loss allowance for our trade receivables.
Our other income increased significantly from RMB14.5 million in 2021 to RMB43.7 million in 2022, primarily due to an increase in financial subsidies from RMB10.8 million in 2021 to RMB30.5 million in 2022 as well as an increase in tax refund attributable to VAT refund based on government policies to support businesses.
We incurred other losses, net, of RMB1.7 million in 2021 and RMB238.1 million in 2022, primarily because we recorded net foreign exchange losses of RMB264.7 million in 2022 primarily for the monetary assets and liabilities denominated in RMB held by the Company and its subsidiaries outside mainland China whose functional currency U.S. dollar fluctuated significantly in 2022.
As a result of the foregoing, we recorded operating loss of RMB1,335.3 million and RMB2,132.0 million in 2021 and 2022, respectively.
In 2021 and 2022, we had net finance income of RMB11.6 million and RMB97.0 million, respectively, driven by an increase in interest income from financial assets held for cash management purposes.
Our share of net losses of investments accounted for using the equity method increased by 1,255.7% from RMB2.5 million in 2021 to RMB34.3 million in 2022, driven by the loss of associates and joint ventures that we invested in.
Our fair value changes of preferred shares and other financial liabilities increased by 771.1% from RMB764.0 million in 2021 to RMB6,655.4 million in 2022 due to changes in the valuation of our Company.
Our income tax benefits decreased from RMB26.7 million in 2021 to RMB4.3 million in 2022 as we utilized part of our accumulative tax losses carried forward in 2022.
As a result of the foregoing, we recorded loss for the year of RMB2,063.6 million and RMB8,720.4 million in 2021 and 2022.
The following table sets forth selected items from our consolidated statements of financial position as of the dates indicated.
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | | |
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | Property, plant and equipment | 123,866 | 220,945 | 433,261 | 578,432 | | Right-of-use assets | 170,984 | 258,357 | 217,369 | 191,268 | | Deferred tax assets | 79,944 | 88,916 | 99,967 | 100,648 | | Intangible assets | 197,440 | 319,075 | 302,906 | 283,532 | | Investments accounted for using the equity method | 27,082 | 64,034 | 1,107,659 | 853,495 | | Financial assets at fair value through profit or loss | 46,338 | 68,838 | 80,825 | 85,639 | | Restricted cash | 5,512 | 8,564 | 8,098 | 8,116 | | Prepayments and other non-current assets | 32,279 | 62,819 | 85,713 | 107,885 | | Total non-current assets | 683,445 | 1,091,548 | 2,335,798 | 2,209,015 |
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | Inventories | 113,912 | 363,532 | 790,898 | 703,099 | | Prepayments and other current assets | 282,992 | 206,452 | 136,729 | 173,735 | | Trade and note receivables | 169,355 | 420,672 | 541,091 | 687,601 | | Term deposits | 1,284,293 | 1,204,365 | — | — | | Restricted cash | 12,856 | 2 | 709,716 | 726,865 | | Cash and cash equivalents | 8,050,034 | 6,608,657 | 11,359,641 | 10,452,449 | | Total current assets | 9,913,442 | 8,803,680 | 13,538,075 | 12,743,749 |
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | Lease liabilities | 77,266 | 154,176 | 112,346 | 88,963 | | Borrowings | — | 12,515 | 112,844 | 243,895 | | Other non-current liabilities | 7,570 | 15,652 | 61,954 | 47,603 | | Total non-current liabilities | 84,836 | 182,343 | 287,144 | 380,461 |
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | | |
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | Trade payables | 8,040 | 3,822 | 11,164 | 13,648 | | Contract liabilities | 5,546 | 63,079 | 24,875 | 12,143 | | Lease liabilities | 38,248 | 50,615 | 52,010 | 43,944 | | Employee benefit obligations | 242,418 | 304,333 | 384,042 | 250,657 | | Accruals and other payables | 270,525 | 278,245 | 540,444 | 284,312 | | Preferred shares and other financial liabilities at fair value through profit or loss | 18,341,195 | 26,451,328 | 39,239,578 | 43,782,659 | | Total current liabilities | 18,905,972 | 27,151,422 | 40,252,113 | 44,387,363 |
| Total net current liabilities | (8,992,530) | (18,347,742) | (26,714,038) | (31,643,614) | | Total liabilities | 18,990,808 | 27,333,765 | 40,539,257 | 44,767,824 |
Our property, plant and equipment primarily consist of computer and electronic equipment, leasehold improvements, vehicles and vehicle devices, office furniture and equipment, and construction in progress. The following table sets forth the breakdown of our property, plant and equipment as of the dates indicated.
| | As of December 31, | | As of June 30, | | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | | | | Property, plant and equipment | | | | | | Computers and electronic equipment | 81,365 | 119,852 | 178,673 | 220,268 | | Leasehold improvements | 18,472 | 30,010 | 19,132 | 15,431 | | Vehicles and vehicle devices | 16,664 | 24,966 | 34,385 | 50,251 | | Office furniture and equipment | 2,488 | 4,418 | 3,773 | 3,226 | | Construction in progress | 4,877 | 41,699 | 197,298 | 289,256 | | Total | 123,866 | 220,945 | 433,261 | 578,432 |
Our property, plant and equipment increased from RMB123.9 million as of December 31, 2021 to RMB220.9 million as of December 31, 2022, to RMB433.3 million as of December 31, 2023, and further to RMB578.4 million as of June 30, 2024, primarily due to procurement of computers and electronic equipment as we expand our operations, purchases of vehicles and vehicles devices for research and development purposes and addition of construction in progress attributable to the construction of a new office building.
Our right-of-use assets mainly represent our lease of office premises, land use right and automobile leases. Our right-of-use assets increased from RMB171.0 million as of December 31, 2021 to RMB258.4 million as of December 31, 2022, primarily attributable to an increase in our lease of office premises. Our right-of-use assets further decreased to RMB217.4 million as of December 31, 2023 and to RMB191.3 million as of June 30, 2024, primarily attributable to depreciation of existing leases without significant lease addition.
We recognize deferred tax assets based on estimates that is probable to generate sufficient taxable profits in the foreseeable future against which the deductible losses will be utilized. Our deferred tax assets are offset when there is a legally enforceable right to offset current income tax recoverable against current income tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. Our deferred tax assets increased from RMB79.9 million as of December 31, 2021 to RMB88.9 million as of December 31, 2022, and further to RMB100.0 million as of December 31, 2023, primarily attributable to accumulative tax losses to be utilized. Our deferred tax assets further increased to RMB100.6 million as of June 30, 2024.
Our intangible assets consist primarily of licensed technology and computer software. Our intangible assets were RMB197.4 million, RMB319.1 million, RMB302.9 million and RMB283.5 million as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively. We typically procure intangible assets at the beginning stage of the development cycle for each generation of our automotive solutions. Throughout the Track Record Period, the change in the carrying value of our intangible assets was affected by the procurement and amortization of our licensed technologies.
Our investments accounted for using the equity method represent investments related to our associates and joint ventures. Our investments accounted for using the equity method were RMB27.1 million, RMB64.0 million, RMB1,107.7 million and RMB853.5 million, respectively, as of December 31, 2021, 2022 and 2023 and June 30, 2024. The substantial change in 2023 was primarily driven by the formation of a joint venture, CARIZON, with Volkswagen Group. See Note 13 of the Accountant's Report in Appendix I to the Prospectus.
We strategically partner with affiliates of Volkswagen through joint venture CARIZON, which was established in 2023. CARIZON engages in the business of research and development, manufacture of autonomous driving application software and self-driving systems, and it also provides aftersales services, training, consulting, testing and technical services of its products. In the short term, its primary customer will be Volkswagen Group, and its products will be applied towards vehicles Volkswagen sells in China. Volkswagen holds 60% and we hold 40% of the equity interest in CARIZON, respectively. As decisions about activities significantly affecting CARIZON's returns require the unanimous consent of CARIAD and us, CARIZON is jointly controlled by both parties and therefore CARIZON was accounted for as investments accounted for using the equity method in our financial statements during the Track Record Period.
The following table sets forth the carrying amount movement of CARIZON in 2023 and for the six months ended June 30, 2024, respectively.
| | Year Ended December 31, 2023 | Six Months Ended June 30, 2024 | |---|---|---| | | (RMB in thousands) | | | Carrying amount at the beginning of the year/period | – | 965,901 | | Additions | 1,351,000 | 2,790 | | Share of net loss of CARIZON | (88,395) | (169,141) | | Elimination of unrealized profits and losses from downstream transactions | (296,704) | (105,458) | | Currency translation differences | – | 5,393 | | Carrying amount at the end of the year/period | 965,901 | 699,485 |
The decrease in the carrying amount of our investments in CARIZON was primarily attributable to the combined effect of our contribution into CARIZON's registered capital, share of net loss of CARIZON based on our percentage ownership and elimination of unrealized profits and losses from downstream transactions. As the recoverable amount is higher than the carrying amount of the investment in CARIZON as of December 31, 2023 and June 30, 2024, no impairment is recognized in 2023 and for the six months ended June 30, 2024.
Our non-current financial assets at fair value through profit or loss consist of our investments in equity securities of unlisted companies in which we hold minority interest. Our non-current financial assets at fair value through profit or loss increased from RMB46.3 million as of December 31, 2021 to RMB68.8 million as of December 31, 2022 to RMB80.8 million as of December 31, 2023, and further to RMB85.6 million as of June 30, 2024. The changes were primarily due to changes in valuation of unlisted companies that we invested in. See Note 3.3 of the Accountant's Report in Appendix I to the Prospectus.
We have been in the past, and expect to continue, prudently evaluating and considering a wide array of potential investments in emerging businesses that are complementary to our business to implement our long-term growth strategy and develop our solutions. We have dedicated personnel in place who are responsible for identifying, reviewing and pursuing strategic investments, including investments in unlisted companies. These personnel have extensive experience in corporate finance and mergers and acquisitions in the technology and automotive industries. We select our investment targets based on the underlying industry, the target's technology capabilities, the target's business and financial performance and the synergy between the target and us. We undertake prudent evaluation and approval process in making investment decisions. Upon identifying suitable targets, preliminary due diligence will be conducted by a project team involving multiple departments. The due diligence findings will be submitted for preapproval by our management team. Upon our management team's preapproval, we will organize a project working group and engage third-party professionals to conduct comprehensive due diligence, negotiate with the target company and evaluate risks associated with the investment. Any external investments exceeding US$5.0 million is subject to approval by the board of directors. The maximum exposure at the end of the reporting period is the carrying amount of these investments. We have managers in charge of purchasing, monitoring and adjusting our investments, evaluating the risk associated and our liquidity, preparing analysis and reporting to the management team periodically. We adopt a strict and prudent internal control mechanism for our investments in financial assets. We closely monitor the operational and financial performance of unlisted companies that we invest in. Pursuant to our investment strategy, our management team is responsible for managing our investments in financial assets with the aim to minimize the financial risks.
We will comply with relevant requirements under Chapter 14 of the Listing Rules and disclose the details of our investments or other notifiable transactions to the extent necessary and as appropriate after the Listing.
The following table sets forth the breakdown of our prepayments, other current assets and other assets as of the dates indicated.
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | **Prepayments and other assets** | | | | | | **Non-current:** | | | | | | Rental deposits | 13,359 | 17,067 | 16,856 | 17,590 | | Prepayments for property, plant and equipment | 16,151 | 6,266 | 12,826 | 10,445 | | Prepayments for intangible assets | 142 | 4,027 | 2,824 | 4,286 | | Other receivables | 2,627 | 2,058 | 1,544 | 1,392 | | Prepayments for construction in progress | — | 33,401 | 61 | 13,423 | | Prepaid bonuses | — | — | 51,602 | 38,417 | | Trade receivables | — | — | — | 24,755 | | Less: loss allowance | — | — | — | (2,423) | | **Prepayments and other non-current assets** | **32,279** | **62,819** | **85,713** | **107,885** | | **Current:** | | | | | | Prepayments for suppliers | 221,118 | 154,152 | 65,284 | 64,629 | | Prepaid bonuses | — | — | 26,370 | 26,370 | | Input VAT to be deducted | 61,449 | 32,169 | 23,345 | 73,424 | | Amounts due from a related party | — | — | 18,383 | 1,572 | | Other receivables | 348 | 6,843 | 2,356 | 1,350 | | Rental and other refundable deposits | 80 | 399 | 1,332 | 2,840 | | Deferred listing expense | — | — | — | 3,667 | | Commitment derivative | — | 13,017 | — | — | | Less: loss allowance | (3) | (128) | (341) | (117) | | **Prepayments and other current assets** | **282,992** | **206,452** | **136,729** | **173,735** | | **Total prepayments and other assets** | **315,271** | **269,271** | **222,442** | **281,620** |
Our non-current portion of prepayments and other assets include (i) rental deposits, (ii) prepayments for property, plant and equipment, (iii) prepayments for intangible assets, (iv) other receivables, (v) prepayments for construction in progress, (vi) prepaid bonuses paid to recruit certain top-talents to encourage their retention and these bonuses are linked to certain specified service period and (vii) trade receivables. Our non-current portion of prepayments and other assets increased from RMB32.3 million as of December 31, 2021 to RMB62.8 million as of December 31, 2022 primarily driven by our prepayments for construction in progress for our office building in Shanghai. Our non-current portion of prepayments and other assets increased to RMB85.7 million as of December 31, 2023, primarily driven by an increase in prepaid bonuses, partially offset by decreases in prepayment for construction in progress. It further increased to RMB107.9 million as of June 30, 2024, primarily driven by an increase in non-current trade receivables relating to certain contracts where miscellaneous final payments were linked to certain long-term performance milestones of customers such as SOPs but no later than a mutually agreed time.
Our current portion of prepayments and other assets include (i) prepayments for suppliers, (ii) prepaid bonuses paid to recruit certain top-talents to encourage their retention and these bonuses are linked to certain specified service period, (iii) input VAT to be deducted, (iv) amounts due from a related party, (v) other receivables, (vi) rental and other deposits and (vii) commitment derivative representing our commitment to issue convertible loan to CARIAD at a predetermined loan amount commencing from sign-off of corresponding agreements till we received the loan amount. The commitment is accounted for as a derivative and recorded as a financial asset at fair value through profit or loss. Our current portion of prepayments and other assets amounted to RMB283.0 million, RMB206.5 million, RMB136.7 million and RMB173.7 million as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively. The decrease in the current portion of our prepayments and other assets from 2021 to 2023 was primarily due to (i) a decrease in prepayment for suppliers as we made relatively large amounts of prepayments in 2021 and 2022 for supply chain management purposes, (ii) a decrease in input VAT to be deducted reflecting temporary government refunds on input VAT tax in the midst of COVID-19 pandemic eligible for certain businesses, partially offset by an increase in amounts due from a related party reflecting our support for CARIZON during its establishment phase, the amount of which is expected to be settled prior to the Global Offering. In addition, our commitment derivative decreased from RMB13.0 million as of December 31, 2022 to nil and nil as of December 31, 2023 and June 30, 2024 due to the derecognition of commitment derivative upon the issuance of convertible loan in 2023. The current portion of our prepayments and other assets subsequently increased to RMB173.7 million as of June 30, 2024, primarily due to an increase in input VAT to be deducted along with our continuous purchase of assets and services to support our research and development as well as other operating activities, offset by VAT output associated with our revenue generation.
Our inventories primarily consist of (i) finished goods, which primarily consist of processing hardware that is in final testing stage, (ii) working in progress, which primarily consists of processing hardware that is in the early stage of manufacturing, and (iii) raw materials, which primarily consist of electronic components and materials.
The following table sets forth the breakdown of our inventories as of the dates indicated.
| | As of December 31, | As of December 31, | As of December 31, | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | Inventories | | | | | | Finished goods | 61,842 | 100,675 | 359,755 | 287,918 | | Working in progress | 57,208 | 267,271 | 431,649 | 424,210 | | Raw materials | 11,845 | 11,309 | 22,763 | 8,447 | | Contract fulfillment costs | 159 | 1,687 | 1,455 | 909 | | Inventories, gross | 131,054 | 380,942 | 815,622 | 721,484 | | Less: provision for impairment | (17,142) | (17,410) | (24,724) | (18,385) | | Total inventories | 113,912 | 363,532 | 790,898 | 703,099 |
| | 截至12月31日止年度 | | | 截至6月30日止六个月 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2024年 | | 存货周转天数(1) | 192 | 313 | 461 | 694 |
注： (1) 按相关期间存货期初余额与期末余额的平均值除以相关期间的销售成本，再乘以该期间的天数计算。
我们的存货周转天数由2021年的192天增加至2022年的313天，再增加至2023年的461天，并进一步增加至截至2024年6月30日止六个月的694天，主要原因是我们积累存货水平，以（i）满足下游整车厂的需求，及（ii）主动管理汽车行业汽车零部件潜在供应链短缺风险。随着我们继续快速扩展业务，为确保在未来数年内有充足供应以满足下游不断增长的需求，我们必须提前备货，尤其是考虑到处理硬件的较长生产周期。截至2024年6月30日止六个月的存货周转天数增加至694天，主要原因是由于上述存货积累，截至2024年6月30日止六个月的存货平均期初及期末余额相对较高。由于生产周期较长以及消耗成品所需的时间，此类存货余额在六个月内不能大幅减少。截至2024年6月30日止六个月的存货周转天数增加，亦归因于上半年销售成本发生速度较慢。据中国产业咨询（CIC）称，受季节性因素影响，每年上半年（尤其是第一季度）通常不是汽车销售旺季，这影响了产品解决方案的交付量及相关销售成本。这些因素反映在截至2024年6月30日止六个月与截至2023年12月31日止年度的收入结构变化上。2024年上半年，许可证及服务收入占总收入的比例有所提升，导致毛利率较高而销售成本占比相对较低，从而造成截至2024年6月30日止六个月的存货周转天数增加。尽管如此，随着全球汽车零部件供应短缺问题的逐步缓解，我们预计未来存货水平不会大幅增加。
下表列示了于以下日期我们存货的账龄分析。
| | 截至12月31日 | | | 截至6月30日 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2024年 | | | （人民币千元） | | | | | 一年以内 | 112,633 | 338,931 | 714,078 | 379,193 | | 一至两年 | 13,806 | 24,976 | 71,386 | 330,664 | | 两年以上 | 4,615 | 17,035 | 30,158 | 11,627 | | 存货总额 | 131,054 | 380,942 | 815,622 | 721,484 |
Our trade and note receivables increased from RMB169.4 million as of December 31, 2021 to RMB420.7 million as of December 31, 2022, and further to RMB541.1 million as of December 31, 2023. The increase from 2021 to 2023 was primarily due to the expansion of our business operations that leads to higher trade receivables. We recorded RMB68.7 million note receivables as of December 31, 2022 because we accepted bank acceptance notes from some customers in 2022 and all such notes have been cashed in 2023. Our trade and note receivables increased to RMB709.9 million as of June 30, 2024 as a combined effect of new additions within credit period for the revenue recognized in the first half year of 2024, and some of the receivables recorded in prior year for balancing payments with longer credit period. We recorded non-current trade receivables of RMB24.8 million as of June 30, 2024 relating to certain contracts where miscellaneous final payments were linked to certain long-term performance milestones of customers such as SOPs but no later than a mutually agreed time.
Substantially all of our inventories are aged within two years. Having considered (i) our comprehensive automotive solutions portfolio ranging from ADAS to AD solutions, which requires processing hardware of varying sophistication, (ii) the relatively long production lead-time for processing hardware, (iii) the multiple phases of manufacturing process involved, (iv) our strategy to preemptively increase inventory level to counteract cyclical nature of the automotive industry and to ensure sufficient supply to meet the growing downstream demands for the years to come, and (v) our continuous efforts in product and supply chain management, we are of the view that we have made sufficient impairment provision for inventories during the Track Record Period and there is no material risk that our existing inventories cannot be recovered or will become obsolete.
As of August 31, 2024, RMB74.3 million of inventories, accounting for 10.6% of the RMB703.1 million inventories as of June 30, 2024, had been subsequently utilized.
Our trade and note receivables primarily represent (i) trade receivables in relation to our ordinary course of business and (ii) note receivables in relation to payments from our customers in the form of bank acceptance notes. The following table sets forth a breakdown of our trade and note receivables by nature as of the dates indicated.
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | **Non-current:** | | | | | | Trade receivables | | | | | | Third party debtors | — | — | — | 24,755 | | Total trade and note receivables, gross | — | — | — | 24,755 | | Less: Credit loss allowance | — | — | — | (2,423) | | **Total non-current trade and note receivables, net** | — | — | — | 22,332 | | **Current:** | | | | | | Note receivables | 2,350 | 68,666 | 3,434 | 560 | | Trade receivables | | | | | | Third party debtors | 169,332 | 336,385 | 504,820 | 716,167 | | Related parties | 8,390 | 38,440 | 76,190 | 64,937 | | Total trade and note receivables, gross | 180,072 | 443,491 | 584,444 | 781,664 | | Less: Credit loss allowance | (10,717) | (22,819) | (43,353) | (94,063) | | **Total current trade and note receivables, net** | 169,355 | 420,672 | 541,091 | 687,601 | | **Total trade and note receivables, net** | 169,355 | 420,672 | 541,091 | 709,933 |
As of December 31, 2021, 2022 and 2023 and June 30, 2024, we recorded loss allowance for trade and note receivables of RMB10.7 million, RMB22.8 million, RMB43.4 million and RMB96.5 million, respectively. Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with us and indicators of
severe financial difficulty. We have performed impairment analysis on trade and note receivables to measure the expected credit losses, and we believe that we have made sufficient impairment allowance on trade receivables during the Track Record Period. For details on impairment provisions for trade and note receivables, see Note 3.1(b)(ii) to the Accountant's Report set out in Appendix I to this Prospectus.
Having considered that (i) the trade receivables balances were mainly due from customers with ongoing business relationships with us, (ii) there were no material ongoing disputes with such customers, (iii) these customers had been making continuous subsequent repayment to us and their historical repayment patterns were generally consistent during the Track Record Period, and (iv) we have continuously carried out stringent credit management policy and increased effort in trade receivables collection, we are of the view that there is no material recoverability issue for our trade and note receivables.
The following table sets forth the aging analysis of our trade and note receivables as of the dates indicated.
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | Up to six months | 131,741 | 381,618 | 451,029 | 498,034 | | Six months to one year | 19,416 | 25,306 | 71,117 | 212,339 | | Over one year | 28,915 | 36,567 | 62,298 | 96,046 | | **Total** | **180,072** | **443,491** | **584,444** | **806,419** |
The following table sets forth the turnover days of our trade and note receivables for the periods indicated.
| | For the Year Ended December 31, | | | For the Six Months Ended June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Total trade and note receivables turnover days | 122 | 119 | 113 | 122 |
Note: (1) Trade and note receivables turnover days for a period equal the average of the opening and closing trade and note receivables balance (net of allowance) divided by revenue for the relevant period and multiplied by the number of days during such period.
Our trade and note receivables turnover days decreased from 122 days in 2021 to 119 days in 2022, and to 113 days in 2023, as a result of our management of trade receivables and enhanced collection efforts. For instance, we started to closely monitor collection progress of trade receivables, follow up with customers regularly on outstanding amounts, and evaluate employee performance based on collection progress. If the recoverability of our trade receivables becomes lower than expected, we may make impairment allowance on trade receivables. Our trade and note receivables turnover days increased to 122 days for the six months ended June 30, 2024, as a result of addition of trade receivables with relatively longer ages where final payments were linked to certain long-term performance milestones of customers such as SOP but no later than a mutually agreed time.
As of August 31, 2024, RMB115.8 million, or 16.3% of our trade and note receivables as of June 30, 2024 had been subsequently settled.
Our term deposits were RMB1,284.3 million, RMB1,204.4 million, nil and nil, respectively, as of December 31, 2021, 2022 and 2023 and June 30, 2024. Our term deposits are denominated in USD and were cleared to nil as of December 31, 2023, primarily due to maturity of term deposits at period end in accordance with our cash management plan.
Our restricted cash was RMB18.4 million, RMB8.6 million, RMB717.8 million and RMB735.0 million, respectively, as of December 31, 2021, 2022 and 2023 and June 30, 2024. The substantial increase in restricted cash as of December 31, 2023 resulted primarily from restricted cash held pursuant to certain financial restrictive clause in relation to the convertible loan from CARIAD.
Our cash and cash equivalents were RMB8,050.0 million, RMB6,608.7 million, RMB11,359.6 million and RMB10,452.4 million, respectively, as of December 31, 2021, 2022 and 2023 and June 30, 2024. The fluctuation of our cash and cash equivalents positions at each period end was primarily due to the use of cash to support operating activities and cash outflows from investing activities. For details, see "— Liquidity and Capital Resources — Cash Flows."
Lease liabilities represent the present value of outstanding lease payments under our lease agreements. We recorded non-current lease liabilities of RMB77.3 million, RMB154.2 million, RMB112.3 million and RMB89.0 million, respectively, as of December 31, 2021, 2022 and 2023 and June 30, 2024. We recorded current lease liabilities of RMB38.2 million, RMB50.6 million, RMB52.0 million and RMB43.9 million, respectively, as of December 31, 2021, 2022 and 2023 and June 30, 2024.
Our borrowings represent loans from a commercial bank in China. Our borrowings increased from nil as of December 31, 2021 to RMB12.5 million as of December 31, 2022, to RMB112.8 million as of December 31, 2023, and further to RMB243.9 million as of June 30, 2024, mainly due to additional bank loans obtained for office building construction purposes.
Our other non-current liabilities increased from RMB7.6 million as of December 31, 2021 to RMB15.7 million as of December 31, 2022 and further to RMB62.0 million as of December 31, 2023, mainly due to an increase in financial subsidies granted that would be subsequently recognized as other income. Our other non-current liabilities decreased to RMB47.6 million as of June 30, 2024, mainly due to recognition of financial subsidies granted as other income during the first half of 2024.
Our trade payables primarily include payables for certain third-party service fees incurred during the ordinary course of our business. Our trade payables are relatively small as compared to our overall business scale primarily because we typically prepay or pay upon order for suppliers who provide essential inventories or services. Our trade payables amounted to RMB8.0 million, RMB3.8 million, RMB11.2 million and RMB13.6 million as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively.
The following table sets forth the aging analysis of our trade payables as of the dates indicated.
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) | | Up to six months | 7,752 | 3,435 | 10,647 | 12,672 | | Six months to one year | 18 | 33 | 262 | 708 | | Over one year | 270 | 354 | 255 | 268 | | Total trade payables | 8,040 | 3,822 | 11,164 | 13,648 |
The following table sets forth our trade payables turnover days for the periods indicated.
| | For the Year Ended December 31, | | | For the Six Months Ended June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Trade payables turnover days | 22 | 8 | 6 | 12 |
Note: (1) Trade payables turnover days is calculated using the average of the opening and closing trade payables balance divided by cost of sales for the relevant period and multiplied by the number of days during such period.
| | As of December 31, | | | As of June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | (RMB in thousands) |
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | Tax liabilities | 13,794 | 32,444 | 142,618 | 37,929 | | Other payables | | | | | | Payables for purchase of intangible assets | 165,068 | 142,413 | 171,559 | 30,749 | | Payables for third-party service fees and deposit | 49,753 | 74,539 | 173,775 | 173,571 | | Payables for construction in progress | 12 | 3,812 | 30,803 | 10,500 | | Accrued warranty liabilities | 2,500 | 2,490 | 3,768 | 4,620 | | Payables to certain former investors for preferred shares repurchase before Track Record Period | 9,433 | 10,304 | 583 | 587 | | Payables for purchase of property, plant and equipment | — | — | 29,965 | — | | Accrued Listing expense | — | — | — | 12,243 | | Others | — | — | 17,338 | — | | | 29,965 | 12,243 | 17,338 | 8,960 | | | | | | 1,297 | | | | | | 16,099 | | **Total accruals and other payables** | **270,525** | **278,245** | **540,444** | **284,312** |
Our accruals and other payables remained relatively stable at RMB270.5 million as of December 31, 2021 and RMB278.2 million as of December 31, 2022. Our accruals and other payables increased from RMB278.2 million as of December 31, 2022 to RMB540.4 million as of December 31, 2023, primarily due to (i) an increase in tax liabilities from RMB32.4 million as of December 31, 2022 to RMB142.6 million as of the same date in 2023 and (ii) an increase in payables for third-party service fees and deposit from RMB74.5 million as of December 31, 2022 to RMB173.8 million as of the same date in 2023, primarily driven by manufacturing of certain discretionary prototype processing hardware supplied by Supplier A to support our research and development. For details on the background and transaction amount of Supplier A, see "Business — Our Suppliers." Our accruals and other payables decreased from RMB540.4 million as of December 31, 2023 to RMB284.3 million as of June 30, 2024, primarily due to (i) a decrease in tax liabilities from RMB142.6 million as of December 31, 2023 to RMB37.9 million as of June 30, 2024 attributable to payment of taxes during the first half of 2024; (ii) a decrease of payables for purchase of intangible assets from RMB171.6 million to RMB30.7 million attributable to payment for intellectual properties; and (iii) a decrease in payables for construction in progress from RMB30.8 million as of December 31, 2023 to RMB10.5 million as of June 30, 2024.
Our preferred shares and other financial liabilities at fair value through profit or loss primarily consist of preferred shares and convertible loan. See Note 28 of the Accountant's Report included in Appendix I to this Prospectus. As of December 31, 2021, 2022 and 2023 and June 30, 2024, we recorded preferred shares and other financial liabilities at fair value through profit or loss of RMB18,341.2 million, RMB26,451.3 million, RMB39,239.6 million and RMB43,782.7 million, respectively. Preferred shares and other financial liabilities at fair value through profit or loss will increase as our valuation increases. Upon the Global Offering, such preferred shares will be reclassified from financial liabilities to equity as a result of the automatic conversion into ordinary shares.
The following table sets forth our current assets and current liabilities as of the dates indicated.
| | As of December 31, | | | As of June 30, | As of August 31, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | 2024 | | | | | | | (unaudited) | | | (RMB in thousands) |
| | 2021 | 2022 | 2023 | 2024 | Aug 31, 2024 | |---|---|---|---|---|---| | Inventories | | | | 113,912 | 363,532 | | Prepayments and other current assets | | | | | | | Trade and note receivables | | | | | | | Financial assets at fair value through profit or loss | | | | | | | Term deposits | | | | | | | Restricted cash | | | | | | | Cash and cash equivalents | | | | | | | **Total current assets** | | | | | |
| | 2021 | 2022 | 2023 | 2024 | Aug 31, 2024 | |---|---|---|---|---|---| | Trade payables | | | | | | | Contract liabilities | | | | | | | Lease liabilities | | | | | | | Employee benefit obligations | | | | | | | Accruals and other payables | | | | | |
| | As of December 31, | | As of June 30, | As of August 31, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 (unaudited) | 2024 | | | (RMB in thousands) |
| Preferred shares and other financial liabilities at fair value through profit or loss | 18,341,195 | 26,451,328 | 39,239,578 | 43,782,659 | 42,935,951 | | Total current liabilities | 18,905,972 | 27,151,422 | 40,252,113 | 44,387,363 | 43,571,242 | | Net current liabilities | (8,992,530) | (18,347,742) | (26,714,038) | (31,643,614) | (31,278,061) |
Our net current liabilities increased from RMB8,992.5 million as of December 31, 2021 to RMB18,347.7 million as of December 31, 2022, primarily due to the increase in current liabilities as well as the decrease in current assets. The increase in current liabilities was primarily attributable to an increase in preferred shares and other financial liabilities at fair value through profit or loss from RMB18,341.2 million as of December 31, 2021 to RMB26,451.3 million as of December 31, 2022, as a result of fair value of our business. The decrease in total current assets was primarily attributable to a decrease in our cash and cash equivalents from RMB8,050.0 million as of December 31, 2021 to RMB6,608.7 million as of December 31, 2022, as a result of use of cash to support our overall operations.
Our net current liabilities increased from RMB18,347.7 million as of December 31, 2022 to RMB26,714.0 million as of December 31, 2023, primarily because the increase in our current liabilities outpaced the increase in our current assets. The increase in our current liabilities was primarily attributable to an increase in preferred shares and other financial liabilities at fair value through profit or loss from RMB26,451.3 million as of December 31, 2022 to RMB39,239.6 million as of December 31, 2023 as a result of fair value of our business. Such an increase was partially offset by an increase in cash and cash equivalents from RMB6,608.7 million as of December 31, 2022 to RMB11,359.6 million as of December 31, 2023.
Our net current liabilities increased from RMB26,714.0 million as of December 31, 2023 to RMB31,643.6 million as of June 30, 2024, primarily due to the increase in current liabilities as well as the decrease in current assets. The increase in current liabilities was primarily attributable to an increase in preferred shares and other financial liabilities at fair value through profit or loss from RMB39,239.6 million as of December 31, 2023 to RMB43,782.7 million as of June 30, 2024, as a result of an increase in fair value of our business. The decrease in total current assets was primarily attributable to a decrease in our cash and cash equivalents from RMB11,359.6 million as of December 31, 2023 to RMB10,452.4 million as of June 30, 2024, as a result of use of cash to support our overall operations.
Our net current liabilities decreased from RMB31,643.6 million as of June 30, 2024 to RMB31,278.1 million as of August 31, 2024, primarily due to a decrease in current liabilities, partially offset by a decrease in current assets. The decrease in current assets was primarily attributable to a decrease in our cash and cash equivalents as a result of use of cash to support our overall operations. The decrease in current liabilities was primarily attributable to a decrease in preferred shares and other financial liabilities at fair value through profit or loss from RMB43,782.7 million as of June 30, 2024 to RMB42,936.0 million as of August 31, 2024 due to changes in fair value of preferred shares, reflecting the growing possibility of termination of related preferential rights as this Global Offering becomes more likely. Considering the cash and cash equivalents as well as the net operating cash outflow during the Track Record Period, we are of the view that our total cash balance is sufficient to cover our cash needs for operating activities and provides adequate liquidity for our expansion and growth strategies. As such, we believe that we possess sufficient working capital to finance our operations, after taking into account the financial resources available to us.
| | As of December 31, | | | As of June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | OEM customer base (1) | 14 | 20 | 23 | 20 | 25 | | Cumulative number of OEM customers (2), of which: | | | | | | | Product solutions | 9 | 12 | 12 | 12 | 12 | | License and services | 4 | 5 | 6 | 6 | 6 | | Cumulative number of tier-one supplier customers (3), of which: | 7 | 9 | 10 | 10 | 10 | | Product solutions | 76 | 98 | 124 | 113 | 133 | | License and services | 68 | 89 | 108 | 100 | 117 | | Cumulative number of design-wins for car models, net of terminated projects (4) | 20 | 40 | 61 | 54 | 64 | | Cumulative number of car models for which we achieved SOP (4) | 44 | 101 | 210 | 151 | 275 | | OEM customers who contributed revenue for the year/period | 27 | 56 | 109 | 71 | | | Product solutions | | | | | | | License and services | | | | | | | Tier-one supplier customers who contributed revenue for the year/period | | | | | | | Product solutions | | | | | | | License and services | | | | | |
Average tier-one supplier customer value refers to revenue generated from tier-one supplier customers during the year/period divided by the number of tier-one supplier customers that contributed revenue during the respective year/period. A total of 53, 60, 68, 52 and 46 tier-one supplier customers contributed revenue for product solutions and a total of 15, 28, 43, 33 and 24 tier-one supplier customers contributed revenue for license and services in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively.
Automotive product solutions average selling price refers to the revenue from automotive product solutions (excluding license and service fees) divided by delivery volume of processing hardware for the respective period.
The following table sets forth a breakdown of our revenue by business lines for the periods indicated.
Automotive product solutions ў ў ў ў ў ў ў ў ў % of total revenue ў ў ў ў ў ў ў ў ў ў ў ў ў License and services ў ў ў ў ў ў ў ў ў ў ў ў ў % of total revenue ў ў ў ў ў ў ў ў ў ў ў ў ў Total revenue ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Our automotive product solutions primarily consist of domain controllers and perception hardware. The following table sets forth further details of our automotive product solutions revenue for the periods indicated.
Domain controllers ў ў ў ў ў ў ў ў ў ў ў ў ў Perception hardware ў ў ў ў ў ў ў ў ў ў ў ў Total automotive product solutions ў ў ў ў
Automotive product solutions revenue increased from RMB181,494 thousand in 2021 to RMB494,800 thousand in 2022 and further to RMB1,001,290 thousand in 2023, and increased from RMB414,162 thousand for the six months ended June 30, 2023 to RMB527,609 thousand for the six months ended June 30, 2024.
Domain controller revenue increased from RMB165,513 thousand in 2021 to RMB428,892 thousand in 2022 and further to RMB900,501 thousand in 2023, and increased from RMB368,729 thousand for the six months ended June 30, 2023 to RMB465,434 thousand for the six months ended June 30, 2024.
The increase from 2021 to 2022 was primarily driven by (i) increase in the number of OEM customers and models equipped with our domain controllers, particularly Changan Automobile (长安汽车), Chery Automobile (奇瑞汽车), SAIC-GM-Wuling (上汽通用五菱) and Geely (吉利), and (ii) increase in delivery volume and ASP as a result of new models featuring higher-specification ADAS solutions.
The increase from 2022 to 2023 was primarily driven by (i) mass production ramp-up of domain controller projects with existing OEM customers, such as Changan Automobile (长安汽车) and Chery Automobile (奇 瑞汽车), and new OEM customers such as FAW (一汽) and (ii) increased adoption of our higher-spec domain controller products with higher ASP, such as our DragonHawk (鹰眼) series products.
The increase from the six months ended June 30, 2023 to the six months ended June 30, 2024 was primarily driven by (i) continued mass production ramp-up with existing OEM customers, and (ii) new OEM customers starting mass production, such as BYD (比亚迪).
Perception hardware revenue increased from RMB15,981 thousand in 2021 to RMB65,908 thousand in 2022 and further to RMB100,789 thousand in 2023, and increased from RMB45,433 thousand for the six months ended June 30, 2023 to RMB62,175 thousand for the six months ended June 30, 2024.
The increase from 2021 to 2022 was primarily driven by (i) new projects reaching mass production stage and (ii) the increase in volume of existing projects.
The increase from 2022 to 2023 was primarily driven by (i) mass production ramp-up of certain perception hardware projects with existing customers and (ii) new perception hardware projects reaching mass production stage.
The increase from the six months ended June 30, 2023 to the six months ended June 30, 2024 was primarily driven by mass production ramp-up of perception hardware projects with existing customers.
customer value by license and services from 2022 to 2023 was primarily attributable to the increased demand from our existing OEM customers for our latest AD solutions. The fluctuation in average OEM customer value by license and services for the six months ended June 30, 2023 and 2024 was primarily due to seasonal factors.
Our average tier-one supplier customer value by product solutions amounted to RMB2.5 million, RMB6.6 million, RMB10.9 million, RMB5.3 million and RMB6.0 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. Meanwhile, our average tier-one supplier customer value by license and services amounted to RMB1.8 million, RMB1.0 million, RMB2.0 million, RMB1.7 million and RMB2.5 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. The increase in average tier-one supplier customer value by product solutions during the Track Record Period was primarily due to (i) the completion of early sales ramp-up, resulting in increased demands for our automotive product solutions, and (ii) an increase in the delivery volume of processing hardware integrated with algorithms and software. The fluctuation in average tier-one supplier customer value by license and services during the Track Record Period was primarily due to (i) the introduction of new projects at initial stages with relatively low order values, and (ii) seasonal factors.
Automotive Product Solutions Average Selling Price Our automotive product solutions average selling price amounted to RMB1,498, RMB2,093, RMB2,226, RMB2,213 and RMB1,985 in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. The increase from 2021 to 2023 was primarily driven by (i) higher pricing for our new automotive product solutions featuring more advanced functionalities and computing power, which were at a premium compared to our earlier products, and (ii) increased demand for and sales of our higher-priced products with advanced AD features such as our highway NOA and urban NOA solutions. The slight decrease in automotive product solutions average selling price for the six months ended June 30, 2024 as compared to 2023 was primarily due to (i) intensified market competition leading to pricing pressure, and (ii) a higher proportion of sales from our parking solutions with relatively lower average selling prices.
Revenue The following table sets forth a breakdown of our revenue by product type for the periods indicated:
| | 2021 | 2022 | 2023 | Six months ended June 30, 2023 | Six months ended June 30, 2024 | |---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Product solutions | | | | | | | — Automotive | 133,927 | 626,655 | 1,271,542 | 454,099 | 809,614 | | — Non-automotive | 5,360 | 4,219 | 5,241 | 2,558 | 1,060 | | Subtotal | 139,287 | 630,874 | 1,276,783 | 456,657 | 810,674 | | License and services | | | | | | | — Automotive | 198,426 | 314,538 | 490,952 | 172,097 | 272,221 | | — Non-automotive | 13,370 | 14,004 | 14,284 | 7,100 | 6,758 | | Subtotal | 211,796 | 328,542 | 505,236 | 179,197 | 278,979 | | Total | 351,083 | 959,416 | 1,782,019 | 635,854 | 1,089,653 |
Our total revenue increased from RMB351.1 million in 2021 to RMB959.4 million in 2022 and further to RMB1,782.0 million in 2023, representing a CAGR of 125.5% from 2021 to 2023. Our total revenue increased from RMB635.9 million for the six months ended June 30, 2023 to RMB1,089.7 million for the six months ended June 30, 2024, representing a year-over-year increase of 71.4%.
Product Solutions Our revenue from product solutions increased from RMB139.3 million in 2021 to RMB630.9 million in 2022 and further to RMB1,276.8 million in 2023, representing a CAGR of 202.9% from 2021 to 2023. Our revenue from product solutions increased from RMB456.7 million for the six months ended June 30, 2023 to RMB810.7 million for the six months ended June 30, 2024, representing a year-over-year increase of 77.5%.
Automotive Product Solutions Our revenue from automotive product solutions increased from RMB133.9 million in 2021 to RMB626.7 million in 2022 and further to RMB1,271.5 million in 2023, representing a CAGR of 208.4% from 2021 to 2023. Our revenue from automotive product solutions increased from RMB454.1 million for the six months ended June 30, 2023 to RMB809.6 million for the six months ended June 30, 2024, representing a year-over-year increase of 78.3%.
The significant increase in our revenue from automotive product solutions during the Track Record Period was primarily driven by: (i) the increase in our cumulative number of OEM customers and tier-one supplier customers, as well as the deepened collaborations with existing customers; (ii) the increase in the cumulative number of design-wins for car models, net of terminated projects, and cumulative number of car models for which we achieved SOP; (iii) the launch and commercialization of our new AD solutions with advanced features, resulting in higher demand and higher pricing; and (iv) overall growth in the China automotive market, especially the penetration of intelligent driving features in new energy vehicles.
Non-automotive Product Solutions Our revenue from non-automotive product solutions decreased from RMB5.4 million in 2021 to RMB4.2 million in 2022, slightly increased to RMB5.2 million in 2023, and decreased from RMB2.6 million for the six months ended June 30, 2023 to RMB1.1 million for the six months ended June 30, 2024. The fluctuation in our revenue from non-automotive product solutions during the Track Record Period was primarily due to the fluctuation in customer demand from our non-automotive customers. As we have been focusing our resources primarily on the automotive sector, our non-automotive product solutions revenue remained relatively insignificant during the Track Record Period.
2023年及截至2024年6月30日止六个月的许可及服务客户价值主要归因于我们在2023年下半年与CARIZON签订的一项知识产权许可协议。
我们按产品解决方案划分的一级供应商平均客户价值在2021年、2022年、2023年及截至2023年6月30日止六个月和截至2024年6月30日止六个月分别为人民币300万元、510万元、590万元、330万元及360万元。产品解决方案平均客户价值的增加主要归因于：(i) 早期销售规模化的完成，导致对我们汽车产品解决方案及许可和服务的需求增加；以及 (ii) 持续改进现有解决方案以提升系统性能和效率，并推出具有先进功能的新型自动驾驶解决方案，从而带来更高的价格溢价。我们按许可及服务划分的一级供应商平均客户价值从2022年的人民币640万元下降至2023年的人民币490万元。随着从高级驾驶辅助系统（ADAS）向自动驾驶（AD）技术的演进，整车厂（OEM）如今越来越多地参与ADAS和AD解决方案的开发过程。这一转变导致我们部分高价值的自动驾驶许可和服务被整车厂直接采用，而我们的一级供应商客户则倾向于满足敏捷开发需求或面向整车厂客户的总装导向型开发。因此，在该年度内，我们与一级供应商客户开展了多个合同价值相对较低的标准化许可及服务项目。我们按许可及服务划分的一级供应商平均客户价值从截至2023年6月30日止六个月的人民币290万元增加至截至2024年6月30日止六个月的人民币1,090万元，主要原因是在2024年第二季度与一名一级供应商客户签订了许可协议。
我们的处理硬件交付量在2021年、2022年、2023年及截至2023年6月30日止六个月和截至2024年6月30日止六个月分别为100万件、150万件、210万件、70万件及100万件。业绩记录期间的增长主要归因于下游智能汽车市场的快速发展和强劲增长，这推动了对产品解决方案需求的增加，以及我们客户群的扩展。
我们的汽车产品解决方案平均销售价格从2021年每单位处理硬件人民币208元增加至2023年每单位处理硬件人民币239元，主要归因于地平线Pilot（Horizon Pilot）的收入贡献增加，其平均销售价格高于地平线Mono（Horizon Mono）。汽车产品解决方案平均销售价格从截至2023年6月30日止六个月的每单位处理硬件人民币256元下降至截至2024年6月30日止六个月的每单位处理硬件人民币231元，主要原因是我们作出战略决策，降低汽车产品解决方案的定价以获取更多市场份额。
在2021年、2022年、2023年及截至2023年6月30日止六个月和截至2024年6月30日止六个月，分别共有53份、66份、83份、59份及41份合同产生了许可及服务收入。合同数量从2021年至2023年的增加主要受以下因素驱动：(i) 智能汽车行业的显著增长，预计将推动对汽车解决方案相关许可和服务需求的持续增加；以及 (ii) 整车厂和一级供应商对算法许可、各类开发工具及技术服务的需求不断增加，以设计和定制其ADAS和AD解决方案。截至2024年6月30日止六个月录得收入的许可及服务合同数量从截至2023年6月30日止六个月的59份减少至41份，但许可及服务收入却从截至2023年6月30日止六个月的人民币1.527亿元增加至截至2024年6月30日止六个月的人民币6.908亿元。许可及服务合同的数量可能因各期间内相关合同的复杂程度而有所波动，从而影响每份合同的价值及合同总数。
下表列示我们于以下日期或就以下期间的关键财务比率。
| | 截至12月31日止年度 | | | 截至2024年6月30日止六个月 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2024年 | | 收入增长率 | 不适用(1) | 94.1% | 71.3% | 151.6% | | 毛利增长率 | 不适用(1) | 89.6% | 74.3% | 226.0% | | 毛利率 | 70.9% | 69.3% | 70.5% | 79.0% | | 净亏损率 | (442.1%) | (962.9%) | (434.3%) | (545.5%) | | 经调整净亏损率（非国际财务报告准则计量） | (236.4%) | (208.8%) | (105.4%) | (86.0%) | | 资产回报率 | (19.5%) | (88.1%) | (42.5%) | (34.1%) | | 流动比率 | 52.4% | 32.4% | 33.6% | 28.7% | | 速动比率 | 51.8% | 31.1% | 31.7% | 27.1% |
注： (1) 标注为"不适用"，因截至2020年12月31日止年度的财务信息不在业绩记录期间范围内。
参见"— 我们综合损益表所选项目说明"。
FINANCIAL INFORMATION LIQUIDITY AND CAPITAL RESOURCES Overview During the Track Record Period, we relied on capital contributions by our shareholders as the major sources of liquidity. We also generated cash from our sales of automotive solutions. After the Global Offering, we intend to finance our future capital requirements through equity financing activities and debt financing activities in a balanced manner. We do not anticipate any changes to the availability of financing to fund our operation in the future. As our business develops and expands, we expect to improve our operating cash flows through increasing sales revenue of existing commercialized solutions, launching new solutions, optimizing cost structure and improving operating efficiency.
The following table sets forth a summary of our cash flows for the periods indicated.
| | For the Year Ended December 31, | | | For the Six Months Ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (unaudited) | 2024 | | | (RMB in thousands) | | Net cash used in operating activities | (1,111,016) | (1,557,285) | (1,744,508) | (1,165,996) | (725,954) | | Net cash generated from/(used in) investing activities | (1,384,168) | (214,506) | (667,286) | 20,486 | (526,129) | | Net cash generated from/(used in) financing activities | 6,299,413 | 212,412 | 7,218,868 | (18,334) | 284,734 | | Net increase/(decrease) in cash and cash equivalents | 3,804,229 | (1,559,379) | 4,807,074 | (1,163,844) | (967,349) | | Cash and cash equivalents at the beginning of the period | 4,296,055 | 8,050,034 | 6,608,657 | 6,608,657 | 11,359,641 | | Effects of exchange rate changes on cash and cash equivalents | (50,250) | 118,002 | (56,090) | (4,675) | 60,157 | | Cash and cash equivalents at the end of the period | 8,050,034 | 6,608,657 | 11,359,641 | 5,440,138 | 10,452,449 |
We had negative cash flows from our operating activities during the Track Record Period. We expect to improve our net operating cash flows through (i) increasing revenue by expanding our OEM and tier-one supplier customer base; (ii) upgrading and commercializing existing solutions, and launching new solutions to bring more value to our customers, which in turn would drive further revenue growth; (iii) optimizing cost structure and improving operating efficiency to maintain operating expenses at a reasonable level comparable to our revenue scale; and (iv) improving working capital efficiency through enhanced receivables collection, better inventory management to ensure sufficient supply to meet the growing downstream demands, and effective and prudent utilization of financial resources. See "— Path to Profitability" for details. Considering the cash and cash equivalents as well as the net operating cash outflow during the Track Record Period, we are of the view that our total cash balance is sufficient to cover our cash needs for operating activities and provides adequate liquidity for our expansion and growth strategies. As such, we believe that we possess sufficient working capital to finance our operations, after taking into account the financial resources available to us.
For the six months ended June 30, 2024, our net cash used in operating activities was RMB726.0 million, which was primarily attributable to our loss before income tax of RMB5,089.0 million, as adjusted by non-cash and non-operating items, which primarily comprised (i) fair value changes of preferred shares and other financial liabilities of RMB4,012.7 million, (ii) share based payments of RMB236.6 million, (iii) share of net losses of investments accounted for using the equity method of RMB181.6 million, (iv) amortization of intangible assets of RMB141.6 million, and (v) elimination of unrealized profits and losses from downstream transactions of RMB113.3 million. The amount was further adjusted by changes in working capital, primarily including increase in trade and note receivables of RMB223.6 million, decrease in other operating liabilities of RMB160.3 million and decrease in other payables of RMB122.8 million, partially offset by decrease in inventories of RMB78.2 million.
In 2023, our net cash used in operating activities was RMB1,744.5 million, which was primarily attributable to our loss before income tax of RMB6,744.1 million, as adjusted by non-cash and non-operating items, which primarily comprised (i) fair value changes of preferred shares and other financial liabilities of RMB4,760.4 million, (ii) share based payments of RMB341.8 million, (iii) elimination of unrealized profits and losses from downstream transactions of RMB297.3 million and (iv) amortization of intangible assets of RMB228.3 million. The amount was further adjusted by changes in working capital, primarily including increase in restricted cash of RMB709.2 million and increase in inventories of RMB434.7 million, partially offset by increase in other payables of RMB260.7 million.
In 2022, our net cash used in operating activities was RMB1,557.3 million, which was primarily attributable to our loss before income tax of RMB8,724.7 million, as adjusted by non-cash and non-operating items, which primarily comprised (i) fair value changes of preferred shares and other financial liabilities of RMB6,655.4 million, (ii) net foreign exchange differences of RMB264.7 million and (iii) share based payments of RMB173.7 million. The amount was further adjusted by changes in working capital, primarily including increase in inventories of RMB249.9 million and increase in trade and note receivables of RMB264.2 million, partially offset by increase in other operating liabilities of RMB64.4 million.
In 2021, our net cash used in operating activities was RMB1,111.0 million, which was primarily attributable to our loss before income tax of RMB2,090.2 million, as adjusted by non-cash and non-operating items, which primarily comprised (i) fair value changes of preferred shares and other financial liabilities of RMB764.0 million and (ii) share-based payments of RMB196.4 million. The amount was further adjusted by changes in working capital, primarily including increase in operating assets of RMB233.1 million and increase in inventories of RMB88.9 million, partially offset by increase in other operating liabilities of RMB141.3 million.
Net cash used in investing activities was RMB526.1 million for the six months ended June 30, 2024, which was primarily due to (i) payments for financial assets at fair value through profit or loss of RMB5,404.2 million, (ii) payment for intangible assets of RMB271.1 million and (iii) payments for land-use right, property, plant and equipment of RMB241.9 million, partially offset by proceeds from sale of financial assets at fair value through profit or loss of RMB5,421.3 million.
Net cash used in investing activities was RMB667.3 million in 2023, which was primarily due to (i) payments for financial assets at fair value through profit or loss of RMB4,399.8 million, (ii) purchase of investments accounted for using the equity method of RMB1,453.0 million, and (iii) placement of term deposits of RMB367.6 million, partially offset by (i) proceeds from sale of financial assets at fair value through profit or loss of RMB4,410.1 million, and (ii) term deposits matured of RMB1,596.9 million.
Net cash used in investing activities was RMB214.5 million in 2022, which was primarily due to (i) payments for financial assets at fair value through profit or loss of RMB4,948.7 million, (ii) placement of term deposits of RMB3,791.4 million, and (iii) payment of intangible assets of RMB352.8 million, partially offset by (i) proceeds from sale of financial assets at fair value through profit or loss of RMB4,944.1 million, and (ii) term deposits matured of RMB4,201.3 million.
Net cash used in investing activities was RMB1,384.2 million in 2021, which was primarily due to (i) payments for financial assets at fair value through profit or loss of RMB1,305.4 million and (ii) placement of term deposits of RMB1,291.8 million, partially offset by (i) proceeds from sale of financial assets at fair value through profit or loss of RMB1,295.6 million, and (ii) term deposits matured of RMB155.4 million.
Net cash generated from financing activities was RMB284.7 million for the six months ended June 30, 2024, which was mainly due to proceeds from issuance of preferred shares of RMB185.2 million and proceeds from borrowings of RMB131.1 million, partially offset by principal elements of lease payments of RMB26.3 million.
Net cash generated from financing activities was RMB7,218.9 million in 2023, which was due to proceeds from issues of preferred shares liabilities of RMB7,188.6 million.
Net cash generated from financing activities was RMB212.4 million in 2022, which was primarily due to proceeds from issues of preferred shares liabilities of RMB254.8 million, and partially offset by principal elements of lease payments of RMB41.3 million.
Net cash generated from financing activities was RMB6,299.4 million in 2021, which was primarily due to proceeds from issues of preferred shares liabilities of RMB6,348.2 million, and partially offset by principal elements of lease payments of RMB32.2 million.
Our Directors are of the opinion that, taking into account the following financial resources available to us described below, we have sufficient working capital for our present requirement and for at least the next 12 months from the date of this Prospectus:
• the estimated net proceeds from the Global Offering.
After making reasonable inquiries of our management about our working capital, nothing has come to the Joint Sponsors' attention that would reasonably cause the Joint Sponsors to cast doubt on the Directors' view.
Our capital expenditures primarily include our property, plant and equipment, land use right and intangible assets. The following table sets forth our capital expenditures for the periods indicated.
| | For the Year Ended December 31, | | | For the Six Months Ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (unaudited) | 2024 | | | (RMB in thousands) | | | | | | Payments for land-use right, property, plant and equipment | 174,213 | 196,450 | 259,446 | 58,215 | 241,948 | | Payments for intangible assets | 49,817 | 352,765 | 194,526 | 141,419 | 271,075 | | Total | 224,030 | 549,215 | 453,972 | 199,634 | 513,023 |
We expect to finance our capital expenditures through our cash and cash equivalents, our existing bank borrowings and the net proceeds from the Global Offering. Our current capital expenditure plans for any future period are subject to change, and we may adjust our capital expenditures according to our future cash flows, our results of operations and financial condition, our business plans, market conditions and various other factors. See also "Future Plans and Use of Proceeds — Use of Proceeds."
The following table sets forth the breakdown of financial indebtedness as of the dates indicated.
| | As of December 31, | | | As of June 30, | As of August 31, | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | 2024 (unaudited) | | | (RMB in thousands) | | | | |
Our Directors confirm that as of the Latest Practicable Date, there was no material covenant on any of our outstanding debt, and there was no breach of any covenant during the Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that we did not experience any difficulty in obtaining bank loans and other borrowings, default in payment of bank loans and other borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable Date.
Current | | | | | | |---|---|---|---|---| | Lease liabilities | 38,248 | 50,615 | 52,010 | 43,944 | 51,399 | | Preferred shares and other financial liabilities at FVPL | 18,341,195 | 26,451,328 | 39,239,578 | 43,782,659 | 42,935,951 |
Non-current | | | | | | |---|---|---|---|---| | Lease liabilities | 77,266 | 154,176 | 112,346 | 88,963 | 91,444 | | Borrowings | — | 12,515 | 112,844 | 243,895 | 265,391 | | Total | 18,456,709 | 26,668,634 | 39,516,778 | 44,159,461 | 43,344,185 |
Lease liabilities represent the present value of outstanding lease payments under our lease agreements. See also "— Discussion of Selected Items from our Consolidated Statements of Financial Position — Liabilities — Lease liabilities."
Our borrowings represent bank loans from a commercial bank in China. See also "— Discussion of Selected Items from our Consolidated Statements of Financial Position — Liabilities — Borrowings."
As of August 31, 2024, we had bank facilities of RMB579.1 million which remained unutilized.
Our Directors confirm that as of the Latest Practicable Date, there was no material covenant on any of our outstanding debt, and there was no breach of any covenant during the Track Record Period and up to the Latest Practicable Date. Our Directors further confirm that we did not experience any difficulty in obtaining bank loans and other borrowings, default in payment of bank loans and other borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable Date.
Our preferred shares and other financial liabilities at fair value through profit or loss primarily consist of preferred shares and convertible loan. See also "Discussion of Selected Items from our Consolidated Statements of Financial Position — Liabilities — Preferred Shares and Other Financial Liabilities at Fair Value through Profit or Loss."
If we were to be required to redeem all such preferred shares, the aggregate redemption price shall be (i) 100% of each series stated issue price with a compounded rate of ten percent (10%) per annum return, plus (ii) any accrued but unpaid dividends on each applicable preferred shares. As of June 30, 2024, we had a total of 7,798,405,226 preferred shares issued and outstanding and the aggregate consideration at which our preferred shares issued equaled US$2,361 million. If we were required to redeem our convertible loan, the aggregate redemption price shall be the outstanding principal amount of the convertible loan, together with all accrued and unpaid interest. For details, see Note 28 to the Accountant's Report set out in Appendix I to this Prospectus. The redemption of the preferred shares and convertible loan, if triggered, could have a negative impact on our cash and liquidity position and financial condition. See "Risk Factors — Risks Related to our Financial Prospects — Fair value changes of preferred shares and other financial liabilities and related valuation uncertainty may materially affect our results of operations and financial condition."
In June, D-Robotics adopted the WVR structure and issued 43,940,218 class A ordinary shares to the Company's founders, 87,500,000 class A ordinary shares to D-GUA Brother LP, the employee stock ownership platform of D-Robotics, 43,940,218 series A1 preferred shares to D-Gua International Limited, an employee trust and 83,695,656 series A1 preferred shares to certain investors. Before and after such issuance of shares, Horizon Together Holding Ltd. ("Horizon Together"), a wholly owned subsidiary of the Company, holds 600,000,000 class B ordinary shares of D-Robotics.
Based on an acting-in-concert agreement between Horizon Together and D-GUA Brother LP, together with a power of attorney granted from the Company's founders to Horizon Together on the matter of appointment of the board members of D-Robotics, the Group continues to control D-Robotics as it is exposed to and has the rights to the variable return from D-Robotics through its holding of 69.84% issued share capital, and the ability to affect D-Robotics' return through its controlling of 72.23% of the voting rights in D-Robotics and right to appoint the majority of the board members of D-Robotics.
根据公司目前的评估，向投资者发行的优先股将被确认为"以公允价值计量且其变动计入损益的优先股及其他金融负债"，向公司创始人发行的A类普通股将在集团合并财务报表中作为少数股东权益进行记录和列报。所发行工具的公允价值超过发行价格的部分将在集团合并财务报表中作为股份支付费用进行记录。
向员工持股平台和员工信托发行的股份在发行日对集团合并财务报表不产生影响，因为这些股份是为未来向员工进行股份激励安排而预留的，仍处于集团的控制之下，尚未享有任何经济权利和利益，因此应作为地平线机器人（D-Robotics）的库存股处理。相关股份支付补偿应在根据相关条款向相关授予对象授予相关股份时予以确认。
除上述讨论内容外，截至2024年8月31日（即本公司债务陈述日），我们没有任何未偿还债务，或任何已发行及未偿还或已同意发行的贷款资本、银行透支、贷款或类似债务、承兑项下的负债（正常贸易票据除外）、承兑信用证、债券、抵押、押记、融资租赁或租购承诺、担保或其他或有负债，以及与此相关的任何契约。经审慎考虑，我们的董事确认，自2024年8月31日至最后实际可行日期，我们的债务状况未发生任何重大变化。
我们的资本承诺与尚未发生但未计入负债的物业、厂房及设备、无形资产方面的资本支出以及对非上市公司的投资相关。截至2021年、2022年及2023年12月31日以及2024年6月30日，我们已订约但尚未发生的资本支出分别为人民币2,270万元、人民币8,770万元、人民币7,210万元及人民币6,810万元。我们预计将使用经营活动产生的现金、全球发售所得款项净额以及可用银行借款来履行资本承诺。
我们的经营承诺与库存投资及其他经营支出相关。截至2021年、2022年及2023年12月31日以及2024年6月30日，我们已订约但尚未发生的经营支出分别为人民币1.583亿元、人民币3.625亿元、人民币1.887亿元及人民币1.374亿元。我们预计将使用现金及现金等价物、全球发售所得款项净额以及可用银行借款来履行经营承诺。
我们对联营公司及合营企业的承诺为根据相关投资协议或合营企业协议由我们承担的出资承诺。截至2021年、2022年及2023年12月31日以及2024年6月30日，此类承诺金额分别为人民币1,480万元、人民币1,530万元、人民币17.309亿元及人民币20.984亿元。我们预计将使用现金及现金等价物、全球发售所得款项净额以及可用银行借款来履行对联营公司及合营企业的承诺。
截至2021年、2022年及2023年12月31日以及2024年6月30日，我们没有任何重大或有负债。截至最后实际可行日期，我们的或有负债未发生任何重大变化或安排。
截至最后实际可行日期，我们未订立任何资产负债表外交易。
我们不时与关联方进行交易。我们的董事确认，跟踪记录期内所有重大关联方交易均按公平原则进行，且不会扭曲我们在跟踪记录期内的经营业绩，或导致我们在跟踪记录期内的历史业绩无法反映我们对未来表现的预期。除人民币160万元的应收CARIZON款项（主要反映我们在CARIZON早期设立阶段向其提供的支持）外，我们所有的关联方交易均属贸易性质。请参阅"选定合并财务状况表项目讨论——资产——预付款项及其他资产"。我们预计将在全球发售前结清与CARIZON的非贸易关联方余额。请参阅本招股说明书附录I所载会计师报告附注34。
我们面临多种市场及其他财务风险，包括市场风险、信用风险及流动性风险。我们对上述风险敞口进行管理和监控，以确保及时有效地采取适当措施。
当未来商业交易或已确认资产和负债以非我们子公司各自功能货币计价的货币计量时，即产生外汇风险。我们在中国大陆以外的功能货币为美元，而在中国大陆经营的子公司的功能货币为人民币。我们通过定期审查本集团的净外汇敞口，并尽可能通过自然对冲方式将上述敞口降至最低，以此管理外汇风险。
人民币兑美元及其他货币的汇率在过去曾出现大幅波动，未来可能继续如此，受政治经济形势变化及中国政府外汇政策等因素影响。由于美元/人民币汇率波动，在将本公司及其在中国大陆以外的子公司的业绩及财务状况由功能货币美元折算为列报货币人民币时，我们于2021年录得货币折算差异产生的其他综合收益人民币2.702亿元，于2022年、2023年及截至2023年6月30日和2024年6月30日止六个月分别录得货币折算差异产生的其他综合亏损人民币8.982亿元、3.719亿元、9.317亿元及2.081亿元。本集团所有功能货币与列报货币不同的实体的业绩及财务状况均折算为列报货币，所有由此产生的汇兑差额均在其他综合收益或亏损中确认。与本公司功能货币相同的子公司相关的累计折算调整，作为不会重新分类至损益的其他综合收益项目列示。详情请参阅"风险因素——与我们业务及行业相关的风险——我们面临外汇汇率波动风险，此类波动可能对我们的融资安排、业务运营、经营业绩及财务状况产生不利影响。"
除现金及现金等价物、受限制现金、定期存款及长期借款外，本集团并无重大计息资产及借款。
本公司董事预计利率变动不会对计息资产及借款产生重大影响，原因在于上述计息资产及借款的利率预计不会出现重大变化。
我们对股权证券价格风险的敞口源于本集团持有的非上市公司投资，该等投资在资产负债表中以损益表以公允价值计量（FVPL）分类列示。
为管理股权证券投资产生的价格风险，我们对投资组合进行分散化管理。每项投资由我们的高级管理层分别管理。敏感性分析由我们的管理层执行，详情请参阅附录一附注3.3。
我们亦主要投资于低风险理财产品，且拟议投资不得干扰我们的日常经营及业务前景。我们在充分考虑多项因素后，就理财产品投资逐案作出投资决策，相关因素包括但不限于宏观经济环境、总体市场状况以及相关工具的预期收益或潜在亏损。
信用风险源于现金及现金等价物、受限制现金、定期存款，以及贸易及票据应收款项和其他应收款项。上述各类金融资产的账面价值代表本集团对相应类别金融资产的最大信用风险敞口。
为管理贸易及票据应收款项的风险，我们制定了相关政策，确保仅向具有适当信用记录的交易对手给予信用期，管理层亦持续对交易对手进行信用评估。贸易及票据应收款项已根据共同信用风险特征及账龄进行分组，以计量预期信用损失。当贸易及票据应收款项无合理回收预期时，予以核销。贸易及票据应收款项的减值损失在经营利润中作为净减值损失列示。此前已核销金额的后续回收款项计入同一行项目。对于其他应收款项，管理层根据历史结算记录及过往经验，定期对其他应收款项的可回收性进行集体及个别评估。
现金及现金等价物、受限制现金及定期存款主要存放于信誉良好的中国及国际金融机构。上述金融机构近期无违约记录。预期信用损失并不重大。
我们拟维持充足的现金及现金等价物。鉴于基础业务的动态性质，我们的政策是定期监控流动性风险，并维持充足的流动资产（如现金及现金等价物和定期存款），或保留充足的融资安排，以满足我们的流动性需求。
FINANCIAL INFORMATION DIVIDENDS We have never declared or paid regular cash dividends on our Shares. Any declaration and payment as well as the amount of dividends will be subject to our Articles and the Cayman Companies Act. We currently do not have any dividend policy to guide our dividends declaration or payments. Our board of directors has the discretion to pay interim dividends and to recommend to Shareholders to pay final dividends, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition and contractual restrictions. We may by ordinary resolution resolve to declare dividends in any currency and authorize payment of the dividends out of the funds of the Company that are lawfully available, provided that (i) no dividends shall exceed the amount recommended by our Board and (ii) no dividends shall be paid except out of the realized or unrealized profits of the Company, out of the share premium account or as otherwise permitted by law. As advised by our Cayman Islands legal advisors, under the Cayman Companies Act, a Cayman Islands company may pay a dividend out of either profits and/or a share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. In light of our accumulated losses as disclosed in this Prospectus, it is unlikely that we will be eligible to pay a dividend out of our profits in the foreseeable future. We may, however, pay a dividend out of our share premium account unless the payment of such a dividend would result in our Company being unable to pay our debts as they fall due in the ordinary course of business. There is no assurance that dividends of any amount will be declared to be distributed in any year. As advised by our Cayman Islands legal advisors, we are a holding company incorporated under the laws of the Cayman Islands, pursuant to which, the financial position of net liabilities does not prohibit us from declaring and paying dividends to our Shareholders, as dividends may still be declared and paid out of our share premium account notwithstanding our profitability, provided that our memorandum and articles of association do not prohibit such payment and our Company is able to pay its debts as they fall due in the ordinary course of business immediately after such payment.
If we pay dividends in the future, in order for us to distribute dividends to our Shareholders, we will rely to some extent on any dividends distributed by our PRC subsidiaries. Any dividend distributions from our PRC subsidiaries to us will be subject to PRC withholding tax. In addition, regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. See "Risk Factors — Risks Related to Doing Business in China" in this Prospectus.
DISTRIBUTABLE RESERVES As of June 30, 2024, our Company had no retained earnings that were available for distribution to our equity shareholders.
FINANCIAL INFORMATION LISTING EXPENSES The total listing expenses payable by our Company are estimated to be approximately HK$258.7 million (or approximately RMB235.5 million) assuming the Over-allotment Option is not exercised and based on an Offer Price of HK$3.86 (being the mid-point of our Offer Price range of HK$3.73 to HK$3.99 per Offer Share), accounting for approximately 4.94% of gross IPO proceeds. Among such estimated total listing expenses, (i) underwriting-related expenses, including underwriting commission, are expected to be approximately HK$171.4 million, and (ii) non-underwriting-related expenses of approximately HK$87.2 million, comprising (a) fees and expenses of legal advisers and Reporting Accountant of approximately HK$46.0 million and (b) other fees and expenses of approximately HK$41.2 million.
Among the total listing expenses payable of HK$258.7 million, HK$78.9 million is expected to be expensed through the statement of profit or loss and the remaining amount of HK$179.8 million is directly attributable to the issue of shares and deducted from equity. As of June 30, 2024, we incurred listing expenses of HK$46.8 million expensed through the statement of profit or loss and expected HK$32.1 million to be charged to the statement of profit or loss after the Track Record Period.
UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS The following is an illustrative and pro forma statement of our adjusted consolidated net tangible assets as of June 30, 2024, which has been prepared in accordance with Rule 4.29 of the Listing Rules for the purpose of illustrating the effect of the Global Offering as if it had taken place on June 30, 2024 and is based on our consolidated tangible assets less liabilities as of June 30, 2024, as set out in Appendix II to this Prospectus.
The unaudited pro forma statement of adjusted net tangible assets has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of the consolidated net tangible assets of the Group had the Global Offering been completed as of June 30, 2024 or any future date. It is prepared based on the consolidated net tangible assets of the Group attributable to the owners of the Company as of June 30, 2024 as derived from the Accountant's Report, set out in Appendix I to this Prospectus and adjusted as described below.
| Unadjusted audited consolidated net tangible liabilities attributable to the owners of our Company as of June 30, 2024(1) | Estimated net proceeds from the Global Offering(2) | Estimated impact related to the conversion of preferred shares into Class B ordinary shares upon Listing(3) |
Upon the Listing and the completion of the Global Offering, all of the preferred shares issued by our Company will be automatically converted into Class B ordinary shares, and the convertible loan issued to CARIAD will also be converted into Class B ordinary shares. Upon conversion, these preferred shares and the convertible loan will be reclassified from liabilities to equity.
The unaudited pro forma adjusted consolidated net tangible assets per share are on the basis that 15,201,584,018 shares are in issue, assuming the Global Offering, the conversions of preferred shares, the conversion of the convertible loan issued to CARIAD and issue of Class B ordinary shares pursuant to the 2018 Share Incentive Plan had been completed on June 30, 2024, without taking into account any shares which may fall to be issued upon the exercise of the Over-allotment Option.
For the purpose of this unaudited pro forma adjusted net tangible assets, the balance stated in Renminbi is converted into Hong Kong dollars at a rate of HK$1.00 to RMB0.91042. No representation is made that Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
No adjustments have been made to the unaudited pro forma adjusted consolidated net tangible assets to reflect any trading results or other transactions of the Group entered into subsequent to June 30, 2024.
We have not declared or paid any dividends on our shares since our incorporation. We currently intend to retain all available funds and future earnings, if any, for use in the operation and expansion of our business. We do not have any predetermined dividend distribution ratio. Any future determination to pay dividends will be made at the discretion of our Board and will depend on, among other factors, our future earnings, operations, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.
We are a holding company incorporated in the Cayman Islands. In order for us to distribute dividends to our shareholders, we will rely on dividends distributed by our subsidiaries in China. The payment of dividends by entities established in the PRC is subject to limitations. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in the PRC. Our PRC subsidiaries are required to set aside at least 10% of their after-tax profit based on PRC accounting standards each year to their general reserves until the accumulative amount of such fund reaches 50% of their registered capital. These reserves are not distributable as cash dividends.
The unaudited pro forma adjusted consolidated net tangible liabilities per share are determined after the adjustments and the conversion as described in note (ii) and (iii) above, and on the basis that 15,168,072,888 and 15,028,741,117 shares are in issue based on the indicative Offer Price of HK$3.73 and HK$3.99 per Offer Share, being the low-end and high-end of the indicative Offer Prices, respectively, assuming the Global Offering, the conversions of preferred shares and convertible loan into Class B ordinary shares and issue of Class B ordinary shares pursuant to the 2018 Share Incentive Plan had been completed on June 30, 2024, without taking into account any shares which may fall to be issued upon the exercise of the Over-allotment Option.
For the purpose of this unaudited pro forma adjusted net tangible assets, the balance stated in Renminbi is converted into Hong Kong dollars at a rate of HK$1.00 to RMB0.91042. No representation is made that Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
Our Directors confirm that, up to the date of this Prospectus, there has been no material adverse change in our financial, operational or trading position since June 30, 2024, being the date on which the latest audited consolidated financial information of our Group was prepared in Appendix I in this Prospectus, and there had been no event since June 30, 2024 that would materially affect the information shown in the Accountant's Report set out in Appendix I to this Prospectus.
Our Directors confirm that, as of the Latest Practicable Date, except for the convertible loan entered into with Volkswagen Group wherein the termination of Dr. Yu's employment or controlling interest may trigger CARIAD's redemption right, there was no other circumstance that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules. For details of the convertible loan, please see "History, Reorganization and Corporate Structure — Convertible Loan."
Approximately 5%, or approximately HK$248.6 million, of the net proceeds will be allocated over the next five years to upgrade BPU architecture. We plan to continually research and develop new AI computing architectures to maintain our leading position in BPU performance efficiency;
Approximately 5%, or approximately HK$248.6 million, of the net proceeds will be allocated over the next five years to upgrade OpenExplorer open toolchain platform. We plan to optimize our model compression technology and expand the library of supported AI models, thereby continuously enhancing the platform's capabilities; and
Approximately 5%, or approximately HK$248.6 million, of the net proceeds will be allocated over the next five years to upgrade TogetheROS and AIDI. We plan to improve and enrich the functionalities of TogetheROS and AIDI so as to offer our customers more comprehensive development tools and a smoother development experience.
未来计划及募集资金用途 未来计划 请参阅「业务——我们的增长策略」，以获取有关我们未来计划的详细描述。 募集资金用途 经扣除承销佣金、费用及我们就全球发售应付的估计开支后，并假设超额配股权未获行使，且以本招股说明书所述指示性发售价范围中间值（即每股发售股份3.86港元）为发售价，我们估计将从全球发售中获得约4,972.1百万港元的净收益。 根据我们的战略，我们拟将净收益用于以下用途，但须视我们不断变化的业务需求及市场状况而调整： •
约70%（即约3,480.4百万港元）的净收益将于未来五年内用于研究与开发目的，包括ADAS和AD解决方案及技术支柱。我们相信此类投资将使我们能够通过改进现有ADAS和AD解决方案并开发具有先进功能的新AD解决方案来扩大解决方案组合，从而把握积极的行业顺风： 䡩
约10%（即约497.2百万港元）的净收益将于未来五年内用于留住、扩充和强化我们的研发团队。我们计划吸引和留住感知算法、动态轨迹规划、运动控制、软件集成、仿真与测试等领域的研发人才，从而持续提升我们在AD解决方案方面的研发能力；以及
约10%（即约497.2百万港元）的净收益将于未来五年内用于资助（i）向第三方IT供应商采购，以进行大规模模型迭代，以及（ii）在整车层面对各功能模块进行测试并使用公认评估体系对AD解决方案进行验证的费用。
约5%（即约248.6百万港元）的净收益将于未来五年内用于适配市场上更广泛的外围硬件，以提升我们解决方案的性能。例如，我们计划通过集成更高分辨率摄像头来提升地平线单目（Horizon Mono）的感知能力，从而实现更远的检测距离和更好的障碍物识别效果。我们还拟通过集成激光雷达与处理硬件来提升地平线领航（Horizon Pilot）的感知能力，以实现城区NOA及其他功能；
约5%（即约248.6百万港元）的净收益将于未来五年内用于资助持续优化我们ADAS和AD解决方案成本结构所需的开发、适配和验证工作。我们的目标是为客户提供更高价值。例如，我们拟重点开展能够实现与各类车型更好兼容、更高能效以适应不同工况，以及增强模块集成与外围设备多样化以在系统层面优化成本的工作；以及
约5%（即约248.6百万港元）的净收益将于未来五年内用于满足进入海外市场所需的额外安全监管要求，并获得Euro-NCAP和C-NCAP等安全资质。
约15%（即约745.8百万港元）的净收益将于未来五年内用于在下一代处理硬件上实现卓越性能和效率。具体而言，我们计划分配（i）约6%（即约298.3百万港元）的净收益用于留住、扩充和强化我们的研发团队，以吸引和留住硬件设计领域的顶尖人才；（ii）约6.75%（即约335.6百万港元）的净收益用于采购硬件设计过程中所需的核心知识产权；以及（iii）约2.25%（即约111.9百万港元）的净收益用于支付第三方在硬件制造和测试过程中产生的费用；以及 – 465 –
约5%（即约248.6百万港元）的净收益将于未来五年内用于支付测试和验证费用，以持续构建支持从ADAS到AD各类解决方案的平台化处理硬件组合，从而降低客户开发成本，并满足全面的安全要求。
约15%（即约745.8百万港元）的净收益将用于开发和升级我们的技术支柱，包括算法、BPU、OpenExplorer、TogetheROS和AIDI，以构建高度开放、灵活和兼容的平台，进一步丰富我们的生态系统，其中： •
约5%（即约248.6百万港元）的净收益将于未来五年内用于升级TogetheROS和AIDI。我们计划改进和丰富TogetheROS和AIDI的功能，以为客户提供更全面的开发工具和更流畅的开发体验。
约3%，即约149.2百万港元的净募集资金将在未来五年内用于收购必要的知识产权及其他无形资产。我们拟将资金用于采购基本知识产权及无形资产，例如用于算法开发、数据可视化、数据分析、数值计算及专为企业级应用开发定制的编程语言的软件开发工具包。
就拟招募的研发人才而言，我们预计每年招募（i）约10名具有逾10年工作经验、毕业于国内外知名院校并持有高级学位的资深研发人才，其应为杰出技术专家或管理专业人士；及（ii）约200名新员工，其中绝大多数应在算法、软件及╱或硬件领域持有国内或国际知名院校的硕士或以上学位。
约4%，即约198.9百万港元的净募集资金将在未来五年内用于支持扩展海外客户。我们计划（i）建立具有全球视野及海外经验的销售及客户服务团队，及（ii）为海外客户拓展的专项举措提供资金，例如设立海外办事处、开展客户拜访、探索全球合作机会及举办本地化营销活动等；
约3%，即约149.2百万港元的净募集资金将在未来五年内用于加强我们在中国的市场推广活动，包括广告宣传、市场推广及品牌建设。我们计划将所得款项用于资助行业展览、产品发布活动、试驾活动、市场调研或调查项目及其他市场推广相关活动；以及
约3%，即约149.2百万港元的净募集资金将在未来五年内用于改善我们的销售及客户服务流程，以提升客户满意度及忠诚度。我们计划将所得款项用于为销售团队提供所需资源，以便更好地覆盖重点客户并深化与其合作。
我们预计销售及市场推广人员数量不会大幅增加。就拟招募的销售及市场推广人员而言，我们将专注于招募具有全球视野及海外经验的人才。我们相信，上述销售及市场推广方面的投资将有助于我们与现有及新客户赢得更多量产合同。
约10%，即约497.2百万港元的净募集资金将在未来五年内用于对我们合营企业的战略投资，尤其是CARIZON，从而拓宽及增强我们的技术能力。我们计划以全球发售所得净款项资助我们在合营企业中的部分资本承诺。我们认为，此类投资可使我们通过合营企业伙伴获取全球整车厂订单，分担开发新技术相关的成本及风险，促进先进功能的快速创新与研发，并通过借鉴合营企业伙伴的专有技术及最佳实践加速我们在开发及应用新技术方面的学习进程，同时深入了解整车厂的运营情况，从而使我们能够更好地服务全球合作伙伴；以及
约10%，即约497.2百万港元将用于一般企业用途及营运资金需要。
倘发售价定为每股发售股份3.99港元（即指示性发售价区间的上限），全球发售所得净款项将增加约170.0百万港元。倘发售价定为每股发售股份3.73港元（即指示性发售价区间的下限），全球发售所得净款项将减少约170.0百万港元。发售价可能较本招股说明书所述指示性发售价区间的中间值为高或为低。
若超额配股权获悉数行使，假设发售价为每股发售股份3.86港元（即指示性发售价区间的中间值），我们将收取的净所得款项约为5,729.1百万港元。倘超额配股权获悉数行使，我们拟按照上文所述的比例将额外净所得款项用于上述用途。
倘我们的净所得款项不足以资助上文所述用途，我们拟通过多种方式为差额提供资金，包括手头可用现金、银行贷款及其他借贷。
若全球发售所得款项净额并非立即用于上文所述用途，在相关法律法规允许的范围内，我们仅会将净所得款项存入持牌商业银行及╱或《证券及期货条例》或其他司法管辖区适用法律法规所界定的其他授权金融机构的短期计息账户，但须以此举被认为符合本公司最佳利益为前提。若上述拟定的募集资金用途有任何变动，我们将遵守《上市规则》规定的所有披露规定。
UNDERWRITING HONG KONG UNDERWRITERS Goldman Sachs (Asia) L.L.C. Morgan Stanley Asia Limited China Securities (International) Corporate Finance Company Limited CLSA Limited Deutsche Bank AG, Hong Kong Branch The Hongkong and Shanghai Banking Corporation Limited CMB International Capital Limited China Galaxy International Securities (Hong Kong) Co., Limited BOCOM International Securities Limited CCB International Capital Limited ICBC International Securities Limited Futu Securities International (Hong Kong) Limited CEB International Capital Corporation Limited DBS Asia Capital Limited GF Securities (Hong Kong) Brokerage Limited SDICS International Securities (Hong Kong) Limited ABCI Securities Company Limited BOCI Asia Limited Celestial Securities Limited Livermore Holdings Limited
UNDERWRITING This prospectus is published solely in connection with the Hong Kong Public Offering. The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a conditional basis. The International Offering is expected to be fully underwritten by the International Underwriters. If, for any reason, the Offer Price is not agreed between the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company, the Global Offering will not proceed and will lapse. The Global Offering comprises the Hong Kong Public Offering of initially 135,511,200 Hong Kong Offer Shares and the International Offering of initially 1,219,595,400 International Offer Shares, subject, in each case, to reallocation on the basis as described in the section headed "Structure of the Global Offering" in this Prospectus as well as to the Over-allotment Option (in the case of the International Offering).
UNDERWRITING UNDERWRITING ARRANGEMENTS AND EXPENSES Hong Kong Public Offering Hong Kong Underwriting Agreement The Hong Kong Underwriting Agreement was entered into on October 15, 2024. Pursuant to the Hong Kong Underwriting Agreement, the Company is offering the Hong Kong Offer Shares for subscription on the terms and conditions set out in this prospectus and the Hong Kong Underwriting Agreement at the Offer Price. Subject to (a) the Listing Committee granting approval for the listing of, and permission to deal in, the Class B Ordinary Shares in issue and to be issued pursuant to the Global Offering (including any additional Class B Ordinary Shares that may be issued pursuant to the exercise of the Over-allotment Option) and the Class B Ordinary Shares that may be issued upon conversion of the Class A Ordinary Shares on the Main Board of the Stock Exchange and such approval not having been withdrawn and (b) certain other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally but not jointly to procure subscribers for, or themselves to subscribe for, their respective applicable proportions of the Hong Kong Offer Shares being offered which are not taken up under the Hong Kong Public Offering on the terms and conditions set out in this prospectus and the Hong Kong Underwriting Agreement. The Hong Kong Underwriting Agreement is conditional on, among other things, the International Underwriting Agreement having been executed and becoming unconditional and not having been terminated in accordance with its terms. Grounds for Termination The Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled, in their sole and absolute discretion, by giving notice to the Company and the Controlling Shareholders to terminate the Hong Kong Underwriting Agreement with immediate effect if any of the following event or events occur at any time prior to 8:00 a.m. on the Listing Date: (a)
any event, or series of events, or circumstances, in the nature of force majeure (including, without limitation, any acts of government, declaration of a local, national, regional or international emergency or war, calamity, crisis, epidemic, pandemic, outbreaks, mutation or aggravation of diseases (including, without limitation, COVID-19, Severe Acute Respiratory Syndrome (SARS), swine or avian flu, H5N1, H1N1, H7N9, Ebola virus, Middle East respiratory syndrome and such related/mutated forms), comprehensive sanctions, strikes, labour disputes, lock-outs, other industrial
actions, fire, explosion, flooding, earthquake, tsunami, volcanic eruption, riots, rebellion, civil commotion, public disorder, acts of war, outbreak or escalation of hostilities (whether or not war is declared), acts of God or acts of terrorism (whether or not responsibility has been claimed), paralysis in government operations, interruptions or delay in transportation), aircraft collision in or affecting the Cayman Islands, British Virgin Islands, Hong Kong, the PRC, the United States, the United Kingdom, the European Union (or any member thereof), Singapore, or any other jurisdiction relevant to the Group or any member of the Group or the Global Offering (each a "Relevant Jurisdiction" and collectively, the "Relevant Jurisdictions"); or
(ii) any change or development involving a prospective change, or any event or circumstances or series of events likely to result in any change or development involving a prospective change, in any local, national, regional or international financial, economic, political, military, industrial, legal, fiscal, regulatory, currency, credit or market matters or conditions, equity securities or exchange control or any monetary or trading settlement system or other financial markets (including, without limitation, conditions in the stock and bond markets, money and foreign exchange markets, the interbank markets and credit markets), in or affecting any of the Relevant Jurisdictions; or
(iii) any moratorium, suspension or restriction (including, without limitation, any imposition of or requirement for any minimum or maximum price limit or price range) in or on trading in securities generally on the Hong Kong Stock Exchange, the New York Stock Exchange, the NASDAQ Global Market, the London Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock Exchange or the Singapore Stock Exchange; or
(iv) any general moratorium on commercial banking activities in Hong Kong (imposed by the Financial Secretary or the Hong Kong Monetary Authority or other authority), New York (imposed at the U.S. Federal or New York State level or by any other authority), London, the PRC, the European Union (or any member thereof) or any of the other Relevant Jurisdictions (declared by the relevant authorities) or any disruption in commercial banking or foreign exchange trading or securities settlement or clearance services, procedures or matters in or affecting any of the Relevant Jurisdictions; or
(v) any new law or regulation or any event or circumstances likely to result in change or development involving a prospective change in existing laws or regulations or any change or development involving a prospective change in the interpretation or application thereof by any authority in or affecting any of the Relevant Jurisdictions; or
(vi) the imposition of economic sanctions, or the withdrawal of trading privileges, in whatever form, directly or indirectly, by, or for, any of the Relevant Jurisdictions; or
(vii) any change or development involving a prospective change or amendment in or affecting taxation or foreign exchange control, currency exchange rates or foreign investment regulations (including, without limitation, a devaluation of the United States dollar, the Hong Kong dollar or RMB against any foreign currencies, a change in the system under which the value of the Hong Kong dollar is linked to that of the United States dollar or RMB is linked to any foreign currency or currencies), or the implementation of any exchange control, in any of the Relevant Jurisdictions or affecting an investment in the Offer Shares; or
(viii) other than with the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters), the issue or requirement to issue by the Company of a supplement or amendment to this Prospectus, the preliminary offering circular, the offering circular or other documents in connection with the offer and sale of the Offer Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Listing Rules or the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the "CSRC Filing Rules") or Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the "CSRC Archive Rules", together with the CSRC Filing Rules, the "CSRC Rules") or upon any requirement or request of the Hong Kong Stock Exchange, the SFC and/or the CSRC; or
(ix) any valid demand by creditors for repayment of indebtedness in respect of which the Company or any of the members of the Group is liable prior to its stated maturity, or an order or petition for the winding up or liquidation of any member of the Group or any composition or arrangement made by any member of the Group with its creditors or a scheme of arrangement entered into by any member of the Group or any resolution for the winding-up of any member of the Group or the appointment of a provisional liquidator, receiver or manager over all or part of the assets or undertaking of any member of the Group or anything analogous thereto occurring in respect of any member of the Group; or
(x) any litigation, dispute, legal action or claim or regulatory or administrative investigation or action being threatened, instigated or announced against any member of the Group or any Director or senior management of the Company; or
(xi) 集团任何成员或任何董事违反任何适用法律或法规、上市规则或中国证监会规则；或 (xii) 本招股章程（或与拟议认购及出售发售股份相关的任何其他文件）、中国证监会备案文件或全球发售的任何方面不符合上市规则、中国证监会规则或任何其他适用法律或法规；或 (xiii) 本招股章程"风险因素"一节所载任何风险出现变化或预期变化或发展，或该等风险成为现实；或
(1) 对集团整体的资产、负债、业务、一般事务、管理、前景、股东权益、盈亏、收益、经营业绩、表现、状况（财务或其他方面）或公司任何现有或潜在股东（以其股东身份）产生或将会产生或可能产生重大不利影响；或
(i) 本招股章程、公司正式通知、中国证监会备案文件及╱或公司就香港公开发售发出或使用或代表公司发出或使用的任何通知、公告、广告、通讯或其他文件（包括根据香港包销协议发出的任何公告、通函、文件或其他通讯）（包括任何补充或修订）（"发售相关文件"）所载的任何陈述在发出时或其后在任何重大方面属不真实、不正确、不准确、不完整、误导性或欺骗性，或上述任何文件所载的任何估计、预测、意见表达、意向或预期并非公平诚实且并非基于合理依据或合理假设；或
(iii) （i）公司或任何控股股东在香港包销协议或国际包销协议中，或（ii）任何基础投资者在相关基础投资协议中（视情况而定）所作出的任何保证遭违反，或发生任何令该等保证在任何方面不真实、不正确、不完整或具误导性的事件或情况；或
(vii) 香港联合交易所批准根据全球发售（包括根据行使超额配股权）发行及将予发行的B类普通股上市及买卖的申请遭拒绝或未于上市日期当日或之前获得批准（惯常条件除外），或即使获得批准，该批准其后被撤回、取消、附加条件（惯常条件除外）、撤销或暂缓；或
(viii) 任何人士（联席保荐人及整体协调人除外）撤回其对发行本招股章程或中国证监会备案文件的同意，该等文件载有其报告、信函及╱或意见（视情况而定）以及对其名称的提述，该等名称以其各自出现的形式和背景列载；或
(xi) 本公司任何董事或高级管理人员正在卸任、被控可公诉罪行、或被法律规定或其他方式取消资格而无法参与公司管理或担任董事职务，或任何监管机构就本公司任何董事或高级管理人员以其相关身份或本集团任何成员开始进行调查或采取其他行动，或任何监管机构宣布其拟开始进行任何此类调查或采取任何此类行动；或
(xii) 在簿记建档过程中所下达或确认的订单，或基石投资者根据基石投资协议所作出的投资承诺中，有重大部分已被撤回、终止或取消，或任何基石投资协议被终止，而根据联席保荐人及整体协调人（为其自身及代表香港包销商）的单独及绝对意见，此情况对全球发售的成功产生重大不利影响；或
(xiii) 香港结算就任何香港发售股份因本招股说明书"如何申请香港发售股份——C. 不获分配香港发售股份的情况——5. 若已分配香港发售股份出现款项交收失败"一节所述的款项交收失败，通知任何联席保荐人或整体协调人，须将相关香港发售股份由香港公开发售重新分配至国际发售。
本公司已同意就联席保荐人、联席全球协调人、整体协调人、联席账簿管理人、联席牵头经办人、香港包销商及资本市场中介机构可能遭受或产生的若干损失（包括因履行香港包销协议项下义务而产生的损失，以及因本公司或任何控股股东违反香港包销协议而产生的损失）向上述各方作出赔偿。
根据《上市规则》第10.08条，本公司已向联交所承诺，自上市日期起六个月内（无论股份或证券的发行是否将于上市日期起六个月内完成），本公司不会发行任何额外股份或可转换为本公司股权证券的证券（无论是否属于已上市的类别），亦不会就任何此类发行订立任何协议，惟以下情况除外：(a) 根据全球发售（包括根据行使超额配股权而可能发行的任何B类普通股）；及(b) 根据《上市规则》第10.08条规定的任何其他情况。
(1) 在本招股说明书披露其持股情况之日起至上市日期后六个月届满之日止的期间（"首个六个月期间"），出售本招股说明书所示其实益拥有的任何股份（"相关证券"），或订立任何出售协议，或就相关证券设立任何期权、权利、权益或产权负担（根据《上市规则》第10.07(2)条附注2，为真实商业贷款而以相关证券质押或押记予授权机构（定义见香港法例第155章《银行业条例》）作抵押，或根据《上市规则》第10.07(3)条订立的股份借贷安排除外）；或
(2) 在首个六个月期间届满后六个月内，若紧随出售后，或于行使或执行相关期权、权利、权益或产权负担后，其将不再是本公司的控股股东，则出售上文第(1)项所述的任何股份，或订立任何出售协议，或就相关股份设立任何期权、权利、权益或产权负担。
(1) 若其根据《上市规则》第10.07(2)条附注2，为真实商业贷款而将其实益拥有的任何股份质押或押记予授权机构（定义见《银行业条例》），其将立即通知本公司该质押或押记事宜及所质押或押记的股份数目；及
(2) 若其收到质权人或押记人的口头或书面迹象，表明任何已质押或押记的股份将被出售，其将立即通知本公司该等迹象。
enter into any transaction with the same economic effect as any transaction specified in paragraphs (a) or (b) above, or
offer to, or agree to, or effect any transaction specified in paragraphs (a), (b) or (c) above, or announce any intention to do so,
in each case, whether any of the transactions specified in paragraphs (a), (b) or (c) above is to be settled by delivery of Shares or other equity securities of the Company, as applicable, or in cash or otherwise.
In the event that, during the Second Six-Month Period, any of the Controlling Shareholders enters into any of the transactions specified in paragraphs (a), (b) or (c) of sub-section (1) above or offers or agrees or contracts to, or announces or publicly discloses any intention to, effect any such transaction, such Controlling Shareholder shall take all reasonable steps to ensure that it will not create a disorderly or false market in the Class B Ordinary Shares or other securities of the Company provided that such transaction shall be in compliance with the Listing Rules.
本公司将在获控股股东告知上述第(1)及(2)段所述事项（如有）后，尽快通知联交所，并按照相关上市规则的规定，尽快以公告方式披露该等事项。
本公司特此向各联席保荐人、整体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、香港包销商及资本市场中介机构承诺，除（a）本公司根据全球发售（包括根据行使超额配股权）发售、发行或出售发售股份，及（b）本公司根据上市后股份激励计划发行B类普通股外，在香港包销协议日期起至（且包括）上市日期后六个月届满当日（「首个六个月期间」）期间内的任何时间，除非符合上市规则的规定，否则本公司不会：
配发、发行、出售、接受认购、要约配发、发行或出售、订立合约或同意配发、发行或出售、抵押、借出、授予或出售任何认购或购买的期权、认股权证、合约或权利、授予或购买任何配发、发行或出售的期权、认股权证、合约或权利，或以其他方式转让或处置或就本公司股份或其他证券（包括但不限于可转换为本公司任何股份或其他证券或可就其行使或兑换的证券，或代表收取本公司任何股份或其他证券权利的证券，或购买本公司任何股份或其他证券的认股权证或其他权利或上述任何权益）创立抵押权，或同意转让或处置或就上述证券创立抵押权，无论是直接或间接、有条件或无条件，或将本公司任何股份或其他证券存入托管人处以发行存托凭证；或
订立任何将本公司任何股份或其他证券或其任何权益（包括但不限于可转换为或可就其行使或兑换的证券，或代表收取本公司任何股份或其他证券权利的证券，或购买本公司任何股份或其他证券的认股权证或其他权利）的所有权的任何经济利益全部或部分转让予另一方的掉期、衍生工具或其他安排；或
在每种情况下，无论上文第(1)、(2)或(3)段所述的任何交易是否以交付本公司股份或其他股权证券（视情况而定）、现金或其他方式结算（无论该等股份或其他股份或股权证券的发行是否将于首个六个月期间内完成）。
倘于首个六个月期间届满之日起计六个月期间（「第二个六个月期间」）内，本公司订立上文第(1)、(2)或(3)段所述的任何交易，或要约、同意或订立合约，或宣布或公开披露有意进行任何该等交易，则本公司须采取一切合理步骤，确保其不会在B类普通股或本公司其他证券中造成混乱或虚假市场，惟该等交易须符合上市规则的规定。控股股东承诺向各联席保荐人、整体协调人、联席全球协调人、联席账簿管理人、联席牵头经办人、香港包销商及资本市场中介机构促使本公司遵守本分节的承诺。
出售、要约出售、订立合约或同意出售、抵押、收费、质押、抵押、借出、授予或出售任何购买期权、认股权证、合约或权利，授予或购买任何出售期权、认股权证、合约或权利，或以其他方式转让或处置或就本公司股份或其他证券或其任何权益（包括但不限于可转换为或可就其行使或兑换的证券，或代表收取任何股份权利的证券，或购买任何股份的认股权证或其他权利）创立抵押权，或同意
在每种情况下，无论上文第(a)、(b)或(c)段所述的任何交易是否以交付本公司股份或其他股权证券（视情况而定）、现金或其他方式结算。
倘于第二个六个月期间内，任何控股股东订立上文第(1)分节第(a)、(b)或(c)段所述的任何交易，或要约、同意或订立合约，或宣布或公开披露有意进行任何该等交易，则该控股股东须采取一切合理步骤，确保其不会在B类普通股或本公司其他证券中造成混乱或虚假市场，惟该等交易须符合上市规则的规定。
本招股说明书日期时我们的每位股东已向本公司、联席保荐人及总体协调人（为其自身及代表与全球发售相关的承销商）作出承诺，但须受若干有限例外情况约束（例如将以下所定义的锁定证券作为真实商业贷款的抵押（包括押记或质押）），在自（并包括）上市日期起至上市日期后六个月届满之日止的期间内（"锁定期"），其将不会且将促使其联属公司不会：
(1) 直接或间接、有条件或无条件地出售、要约出售、订立合同或同意出售、质押、抵押、押记、抵押转让、借出、授予或出售任何认购权证、认股权证或其他购买权利、授予或购买任何选择权、认股权证、合同或出售权利，或以其他方式转让或处置或就以下证券设立产权负担：任何股东于上市后即时持有的任何股份，或该股东于全球发售前认购及╱或购买的任何股份权益（包括但不限于可转换为或可兑换或可行使而获得股份或本公司证券或其中任何权益的任何证券，或购买任何股份或本公司证券或其中任何权益的任何认股权证、选择权或其他权利）（统称为"锁定证券"）；
在上述每种情况下，无论上文第(1)、(2)或(3)款所述的任何交易是以交付该等股份或本公司其他证券、以现金或其他方式结算（无论该等股份或本公司其他证券的结算或交付是否于锁定期内完成）。
请参阅本招股说明书"历史、重组及公司结构——资本化"一节，了解截至本招股说明书日期我们股东的完整名单。
于最后实际可行日期，北京春霖股权投资中心（有限合伙）（Beijing Chunlin Equity Investment Center (Limited Partnership)）、中信建投（国际）财务有限公司（China Securities (International) Finance Company Limited）及JSC International Investment Fund SPC代表Shan Xin SP分别持有本公司已发行股本约0.26%、0.24%及0.24%的权益。详情请参阅"历史、重组及公司结构——资本化"一节附注9及附注11。
除上文所披露者外，以及除根据香港包销协议及（如适用）借股协议外，于最后实际可行日期，联席保荐人或香港包销商概无在法律上或实益上直接或间接持有本集团任何成员公司的任何股份或任何证券的权益，亦无任何权利或期权（无论在法律上是否可强制执行）认购或购买，或提名他人认购或购买本集团任何成员公司的任何股份或任何证券。此外，有关联席保荐人根据上市规则第3A.07条作出的独立性声明，请参阅本招股说明书附录四"法定及一般资料——E. 其他资料——3. 联席保荐人及联席保荐人费用"一节。
全球发售完成后，香港包销商及其联属公司可能因履行各自于香港包销协议项下的义务而持有一定数量的股份。
就国际发售而言，本公司及控股股东预期于价格厘定日与国际包销商（以及其他方）订立国际包销协议。根据国际包销协议及就超额配股权而言，国际包销商须在若干条件获满足的情况下，各自（而非共同）同意物色认购人或购买人，或自行认购或购买国际发售股份中各自相应比例的股份，该等股份最初根据国际发售提呈发售。预期国际包销协议可在与香港包销协议相类似的情况下终止。潜在投资者须注意，若国际包销协议未能订立，全球发售将不会进行。请参阅本招股说明书"全球发售架构——国际发售"一节。
本公司预期向国际包销商授出超额配股权，可由整体协调人（代表国际包销商）于上市日期起至香港公开发售截止申请日后30日内的任何时间行使，据此本公司可能须按发售价发行合共最多203,265,600股B类普通股，占全球发售项下初步可供发售的发售股份数目的不超过15%，以弥补国际发售中的超额配售（如有）。请参阅本招股说明书"全球发售架构——超额配股权"一节。
所有参与全球发售的资本市场中介机构将收取合计包销佣金，金额等于：(a) 假设总收益超过5亿美元且不超过7亿美元，为就所有发售股份（包括根据行使超额配股权而可能发行的任何发售股份）应付的合计发售价的3.0%（"总收益"）；或 (b) 假设总收益超过7亿美元且不超过10亿美元，为总收益的2.0%（"包销佣金"）。此外，本公司可自行酌情向所有资本市场中介机构支付合计最高相当于总收益1.5%的激励费（"酌情费用"）。
假设酌情费用获全额支付，应付予所有资本市场中介机构的固定包销佣金（"固定费用"）与应付予所有资本市场中介机构的酌情费用之比例约为：(a) 假设总收益超过5亿美元且不超过7亿美元，为62:38；或 (b) 假设总收益超过7亿美元且不超过10亿美元，为53:47。就任何重新分配至国际发售的未获认购香港发售股份，我们将按适用于国际发售的费率向相关国际包销商（而非香港包销商）支付包销佣金。
本公司就各联席保荐人应付的保荐人费用合计为500,000美元。
包销佣金及费用总额连同联交所上市费、证监会交易征费、会计及财务汇报局交易征费、联交所交易费、法律及其他专业费用、印刷费及与全球发售相关的所有其他开支，估计约为258.7百万港元（假设每股发售股份的发售价为3.86港元（即发售价范围的中位数）、酌情激励费获全额支付及超额配股权未获行使），并将由本公司支付。
承销商（亦称"承销团成员"）及其各自的关联方可能各自独立开展多种活动（详见下文说明），该等活动不构成承销或价格稳定过程的组成部分。
承销团成员及其关联方均为多元化金融机构，与世界各地多个国家存在业务往来。该等机构从事广泛的商业银行、投资银行、经纪、基金管理、交易、对冲、投资及其他业务，既为自身账户，也为他人账户提供服务。在各项日常业务活动中，承销团成员及其各自的关联方可能买入、卖出或持有各类投资，并积极为自身账户及客户账户交易证券、衍生品、贷款、大宗商品、货币、信用违约掉期及其他金融工具。上述投资及交易活动可能涉及或关联于本公司及/或与本公司存在关系的人士和实体的资产、证券及/或工具，亦可能包括为对冲本集团贷款及其他债务而订立的掉期及其他金融工具。
就B类普通股而言，承销团成员及其关联方的活动可能包括：担任B类普通股买卖双方的代理人；以主事人身份与该等买卖双方进行交易，包括在全球发售中向B类普通股初始认购人提供贷款（该等融资可能以B类普通股作为抵押）；对B类普通股进行自营交易；以及订立以B类普通股等资产为相关资产的场外或上市衍生品交易，或上市或非上市证券交易（包括发行在证券交易所上市的衍生权证等证券）。上述交易可能以双边协议或与特定交易对手进行交易的形式开展。该等活动可能要求相关机构开展涉及直接或间接买卖B类普通股的对冲活动，从而可能对B类普通股的交易价格产生负面影响。所有此类活动可能在香港及世界其他地方发生，并可能导致承销团成员及其关联方持有B类普通股、包含B类普通股的一篮子证券或指数、可能购买B类普通股的基金单位，或与上述任何项目相关的衍生品的多头及/或空头仓位。
就承销团成员或其关联方在联交所或任何其他证券交易所发行以B类普通股为相关证券的任何上市证券而言，相关证券交易所的规则可能要求该等证券的发行人（或其关联方或代理人之一）担任该证券的庄家或流动性提供者，在大多数情况下，这亦将导致对B类普通股产生对冲活动。
所有此类活动可能在本招股说明书"全球发售架构"一节所述的价格稳定期内及结束后发生。此类活动可能影响B类普通股的市场价格或价值、B类普通股的流动性或交易量，以及B类普通股价格的波动性，且上述影响每日发生的程度无法估计。
(a) 承销团成员（稳定价格代理人或代其行事的任何人士除外）不得就发售股份的分销，在公开市场或以其他方式进行任何交易（包括就发售股份发行或订立任何期权或其他衍生品交易），以将任何发售股份的市场价格稳定或维持在公开市场上可能出现的其他水平以外的水平；及
(b) 承销团成员须遵守所有适用法律及法规，包括《证券及期货条例》中有关市场失当行为的条款，包括禁止内幕交易、虚假交易、操控价格及操控股票市场的条款。
部分承销团成员或其各自的关联方过去曾向本公司及其各关联方提供投资银行、贷款及其他服务，并预期将来亦会继续提供此类服务，就此，该等承销团成员或其各自的关联方已收取或将收取惯常费用及佣金。
此外，承销团成员或其各自的关联方可能向投资者提供融资，以资助其在全球发售中认购发售股份。
This Prospectus is published in connection with the Hong Kong Public Offering as part of the Global Offering.
The listing of the Class B Ordinary Shares on the Stock Exchange is sponsored by the Joint Sponsors. The Joint Sponsors have made an application on behalf of the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Class B Ordinary Shares in issue (including the Class B Ordinary Shares on conversion of the Preferred Shares) and to be issued as mentioned in this Prospectus; and the Class B Ordinary Shares that are issuable upon conversion of the Class A Ordinary Shares.
(a) the Hong Kong Public Offering of initially 135,511,200 Class B Ordinary Shares (subject to reallocation) in Hong Kong as described in the paragraph headed "— The Hong Kong Public Offering" below; and
(b) the International Offering of initially 1,219,595,400 Class B Ordinary Shares (subject to reallocation and the Over-allotment Option) (i) in the United States solely to QIBs in reliance on Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and (ii) outside the United States (including to professional and institutional investors within Hong Kong) in offshore transactions in reliance on Regulation S, as described in paragraph headed "— The International Offering" below.
Investors may either (i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or (ii) apply for or indicate an interest for International Offer Shares under the International Offering, but may not do both.
The Offer Shares will represent approximately 10.4% of the total Shares in issue immediately following the completion of the Global Offering, assuming the Over-allotment Option is not exercised. If the Over-allotment Option is exercised in full, the Offer Shares will represent approximately 11.8% of the total Shares in issue immediately following the completion of the Global Offering.
References in this prospectus to applications, application monies or the procedure for applications relate solely to the Hong Kong Public Offering.
The Company is initially offering 135,511,200 Offer Shares for subscription by the public in Hong Kong at the Offer Price, representing approximately 10.0% of the total number of Offer Shares initially available under the Global Offering. The number of Offer Shares initially offered under the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering, will represent approximately 1.0% of the total Shares in issue immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to institutional and professional investors. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities that regularly invest in shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in the paragraph headed "— Conditions of the Global Offering" below.
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be based solely on the level of valid applications received under the Hong Kong Public Offering. The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by applicants. Such allocation could, where appropriate, consist of balloting, which could mean that some applicants may receive a higher allocation than others who have applied for the same number of Hong Kong Offer Shares, and those applicants who are not successful in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under the Hong Kong Public Offering (after taking into account any reallocation referred to below) will be divided equally (to the nearest board lot and with any odd lots being allocated to Pool A) into two pools: pool A and pool B. The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate price of HK$5 million (excluding the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an aggregate price of more than HK$5 million (excluding the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose of the immediately preceding paragraph only, the "price" for Hong Kong Offer Shares means the price payable on application therefor (without regard to the Offer Price as finally determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either pool A or pool B and not from both pools. Multiple or suspected multiple applications under the Hong Kong Public Offering and any application for more than 67,755,600 Hong Kong Offer Shares is liable to be rejected.
The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering is subject to reallocation. Paragraph 4.2 of Practice Note 18 of the Listing Rules requires a clawback mechanism to be put in place which would have the effect of increasing the number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the total number of Offer Shares offered under the Global Offering if the International Offer Shares are fully subscribed or oversubscribed and certain prescribed total demand levels under the Hong Kong Public Offering are reached.
We have applied for, and the Stock Exchange has granted us, a waiver from strict compliance with Paragraph 4.2 of Practice Note 18 of the Listing Rules to the effect as further described below (the "Alternative Clawback Mechanism"). 135,511,200 Offer Shares are initially available in the Hong Kong Public Offering, representing approximately 10.0% of the Offer Shares initially available under the Global Offering.
If the number of Offer Shares validly applied for under the Hong Kong Public Offering represents (a) 13 times or more but less than 46 times, (b) 46 times or more but less than 92 times and (c) 92 times or more of the total number of Offer Shares initially available under the Hong Kong Public Offering, then Offer Shares will be reallocated to the Hong Kong Public Offering from the International Offering. As a result of such reallocation, the total number of Offer Shares available under the Hong Kong Public Offering will be increased to 203,266,200 Offer Shares (in the case of (a)), 271,021,800 Offer Shares (in the case of (b)) and 542,043,000 Offer Shares (in the case of (c)), representing approximately 15.0%, approximately 20.0% and approximately 40.0% of the total number of Offer Shares initially available under the Global Offering, respectively (assuming the Over-allotment Option is not exercised).
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be allocated between pool A and pool B and the number of Offer Shares allocated to the International Offering will be correspondingly reduced in such manner as the Overall Coordinators deem appropriate.
In addition, the Overall Coordinators may allocate Offer Shares from the International Offer Shares to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with the guidance in chapter 4.14 of the Guide for New Listing Applicants issued by the Stock Exchange, in the event that (i) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times; or (ii) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed as to less than 13 times of the number of Hong Kong Offer Shares initially available under the Hong Kong Public Offering, the maximum total number of Offer Shares that may be allocated to the Hong Kong Public Offering following such reallocation (the "Allocation Cap") shall be not more than double the initial allocation to the Hong Kong Public Offering (i.e. 271,021,800 Offer Shares) and the final Offer Price shall be fixed at the bottom end of the indicative price range (i.e. HK$3.73 per Offer Share).
If the Hong Kong Public Offering is not fully subscribed, the Overall Coordinators may reallocate all or any unsubscribed Hong Kong Offer Shares to the International Offering, in such proportions as the Overall Coordinators deem appropriate.
The Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be offered in the International Offering may, in certain circumstances, be reallocated between these offerings at the discretion of the Overall Coordinators, subject to the Alternative Clawback Mechanism and the Allocation Cap (as applicable).
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and the International Offering will be disclosed in the results announcement of the Global Offering, which is expected to be published on Wednesday, October 23, 2024.
Each applicant under the Hong Kong Public Offering will be required to give an undertaking and confirmation in the application submitted by him that he and any person(s) for whose benefit he is making the application has not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any International Offer Shares under the International Offering. Such applicant's application is liable to be rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may be) or if he has been or will be placed or allocated International Offer Shares under the International Offering.
Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to application channels), the maximum Offer Price of HK$3.99 per Offer Share in addition to the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share, amounting to a total of HK$2,418.14 for one board lot of 600 Class B Ordinary Shares. If the Offer Price, as finally determined in the manner described in the paragraph headed "— Pricing and Allocation" below, is less than the maximum Offer Price of HK$3.99 per Offer Share, appropriate refund payments (including the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee attributable to the surplus application monies) will be made to successful applicants (subject to application channels), without interest. Further details are set out in the section headed "How to Apply for Hong Kong Offer Shares" in this Prospectus.
STRUCTURE OF THE GLOBAL OFFERING THE INTERNATIONAL OFFERING Number of Offer Shares initially offered The International Offering will consist of an offering of initially 1,219,595,400 Class B Ordinary Shares, representing approximately 90.0% of the total number of Offer Shares initially available under the Global Offering (subject to reallocation and the Over-allotment Option). The number of Offer Shares initially offered under the International Offering, subject to any reallocation of Offer Shares between the International Offering and the Hong Kong Public Offering, will represent approximately 9.4% of the total Shares in issue immediately following the completion of the Global Offering (assuming the Over-allotment Option is not exercised). Allocation The International Offering will include selective marketing of Offer Shares to QIBs in the United States as well as institutional and professional investors and other investors anticipated to have a sizable demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States in reliance on Regulation S. Professional investors generally include brokers, dealers, companies (including fund managers) whose ordinary business involves dealing in shares and other securities and corporate entities that regularly invest in shares and other securities. Allocation of Offer Shares pursuant to the International Offering will be effected in accordance with the "book-building" process described in the paragraph headed "— Pricing and Allocation" below and based on a number of factors, including the level and timing of demand, the total size of the relevant investor's invested assets or equity assets in the relevant sector and whether or not it is expected that the relevant investor is likely to buy further Offer Shares and/or hold or sell its Offer Shares after the Listing. Such allocation is intended to result in a distribution of the Offer Shares on a basis which would lead to the establishment of a solid professional and institutional shareholder base to the benefit of the Group and the Shareholders as a whole. The Overall Coordinators (for themselves and on behalf of the Underwriters) may require any investor who has been offered Offer Shares under the International Offering and who has made an application under the Hong Kong Public Offering to provide sufficient information to the Overall Coordinators so as to allow them to identify the relevant applications under the Hong Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares under the Hong Kong Public Offering. Reallocation The total number of Offer Shares to be issued pursuant to the International Offering may change as a result of the clawback arrangement described in the paragraph headed "— The Hong Kong Public Offering — Reallocation" above, the exercise of the Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares originally included in the Hong Kong Public Offering. – 489 –
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters.
Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable by the Overall Coordinators (on behalf of the International Underwriters) at any time from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to issue up to an aggregate of 203,265,600 additional Class B Ordinary Shares, representing not more than 15.0% of the total number of Offer Shares initially available under the Global Offering, at the Offer Price under the International Offering to cover over-allocations in the International Offering, if any.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant thereto will represent approximately 1.5% of the total Shares in issue immediately following the completion of the Global Offering and the full exercise of the Over-allotment Option. If the Over-allotment Option is exercised, an announcement will be made.
Stabilization is a practice used by underwriters in some markets to facilitate the distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market during a specified period of time, to retard and, if possible, prevent a decline in the initial public market price of the securities below the offer price. Such transactions may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including those of Hong Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the Offer Price.
In connection with the Global Offering, the Stabilizing Manager (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Class B Ordinary Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of the Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering.
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose of preventing or minimizing any reduction in the market price of the Class B Ordinary Shares, (b) selling or agreeing to sell the Class B Ordinary Shares so as to establish a short position in them for the purpose of preventing or minimizing any reduction in the market price of the Class B Ordinary
Shares, (c) purchasing, or agreeing to purchase, the Class B Ordinary Shares pursuant to the Over-allotment Option in order to close out any position established under paragraph (a) or (b) above, (d) purchasing, or agreeing to purchase, any of the Class B Ordinary Shares for the sole purpose of preventing or minimizing any reduction in the market price of the Class B Ordinary Shares, (e) selling or agreeing to sell any Class B Ordinary Shares in order to liquidate any position established as a result of those purchases, and (f) offering or attempting to do anything as described in paragraph (b), (c), (d) or (e) above.
(a) as a result of effecting transactions to stabilize or maintain the market price of the Class B Ordinary Shares, the Stabilizing Manager (or any person acting for it) may, in connection with the stabilizing action, maintain a long position in the Class B Ordinary Shares;
(b) there is no certainty as to the extent to which and the time or period for which the Stabilizing Manager (or any person acting for it) will maintain such a long position;
(c) liquidation of any such long position by the Stabilizing Manager (or any person acting for it) and selling in the open market may have an adverse impact on the market price of the Class B Ordinary Shares;
(d) no stabilizing action can be taken to support the price of the Class B Ordinary Shares for longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on Wednesday, November 20, 2024, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, when no further stabilizing action may be taken, demand for the Class B Ordinary Shares, and therefore the price of the Class B Ordinary Shares, could fall;
(e) the price of the Class B Ordinary Shares cannot be assured to stay at or above the Offer Price by the taking of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be made at any price at or below the Offer Price and can, therefore, be done at a price below the price paid by applicants for, or investors in, the Offer Shares.
The Company will ensure or procure that an announcement in compliance with the Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of the expiration of the stabilization period.
在全球发售过程中，如发生超额配售B类普通股的情况，稳定价格经办人（或其代表行事的任何人士）可通过以下方式弥补超额配售，包括但不限于：全部或部分行使超额配售权、由稳定价格经办人（或其代表行事的任何人士）在二级市场以不超过发售价格购入B类普通股，或通过下文详述的股份借贷协议，或综合采用上述方式。
为便于结算全球发售中可能产生的超额配售，稳定价格经办人（或其代表行事的任何人士）可选择向HOPE Robotics Holdings Inc.及Evolution Special Opportunity Fund I, L.P.（各称"出借方"，合称"出借方"）借取最多203,265,600股B类普通股（即根据行使超额配售权可发行的最高B类普通股数目），具体根据股份借贷协议进行，该协议预期由稳定价格经办人（或其代表行事的任何人士）与各出借方于定价日前后订立（"股份借贷协议"）。
如此借取的同等数量B类普通股须于以下两者中较早者之后第三个营业日或之前归还予各出借方或其各自的代名人（视情况而定）：(a) 行使超额配售权的最后期限；及(b) 超额配售权获全额行使之日。
上述B类普通股借贷安排将遵守所有适用法律、规则及监管规定执行。稳定价格经办人（或其代表行事的任何人士）就上述B类普通股借贷安排不会向出借方作出任何付款。
全球发售项下各项发售的发售股份定价将于定价日厘定，定价日预期为2024年10月22日（星期二）或前后，且无论如何不迟于2024年10月22日（星期二）中午12时正，由总协调人（为其自身及代表包销商）与本公司协商确定，各项发售项下发售股份的分配数目将于其后不久确定。
The Offer Price will not be more than HK$3.99 per Offer Share and is expected to be not less than HK$3.73 per Offer Share, unless otherwise announced, as further explained below. Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to application channels), the maximum Offer Price of HK$3.99 per Offer 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%, amounting to a total of HK$2,418.14 for one board lot of 600 Class B Ordinary Shares.
Prospective investors should be aware that the Offer Price to be determined on the Price Determination Date may be, but is not expected to be, lower than the lower end of the price range stated in this prospectus.
The International Underwriters will be soliciting from prospective investors indications of interest in acquiring Offer Shares in the International Offering. Prospective professional and institutional investors will be required to specify the number of Offer Shares under the International Offering they would be prepared to acquire either at different prices or at a particular price. This process, known as "book-building," is expected to continue up to, and to cease on or about, the last day for lodging applications under the Hong Kong Public Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where they deem appropriate, based on the level of interest expressed by prospective investors during the book-building process in respect of the International Offering, and with the consent of the Company, reduce the number of Offer Shares offered and/or the Offer Price range below that stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, the Company will, as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging applications under the Hong Kong Public Offering, cause to be published on the websites of the Company and the Stock Exchange at https://www.horizon.auto and www.hkexnews.hk, respectively, notices of the reduction. Such notice will also include confirmation or revision, as appropriate, of the working capital statement and the Global Offering statistics as currently set out in this prospectus, and any other financial information which may change as a result of any such reduction. Upon the issue of such a notice, the revised number of Offer Shares and/or the Offer Price range will be final and conclusive and the Offer Price, if agreed upon by the Overall Coordinators (for themselves and on behalf of the Underwriters), the Company, will be fixed within such revised Offer Price range. In the absence of any such notice and supplemental prospectus so published, the number of Offer Shares will not be reduced and/or the Offer Price, if agreed upon by the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company, will under no circumstances be set outside the Offer Price range as stated in this prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should therefore have regard to the possibility that any announcement of a reduction in the number of Offer Shares and/or the Offer Price range may not be made until the last day for lodging applications under the Hong Kong Public Offering.
If, after the issue of this prospectus and before the commencement of dealings in our Class B Ordinary Shares, there is any change to the offer size due to change in the number of Offer Shares initially offered in the Global Offering (other than pursuant to the reallocation mechanism as disclosed in this prospectus), or change to the Offer Price falling outside the indicative Offer Price range as stated in this prospectus, or if the Company becomes aware that there has been a significant change affecting any matter contained in this prospectus or a significant new matter has arisen, the inclusion of information in respect of which would have been required to be in this prospectus if it had arisen before this prospectus was issued, as prescribed under Rule 11.13 of the Listing Rules, we are required to cancel the Global Offering and relaunch the offer and issue a supplemental prospectus or a new prospectus.
The final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong Offer Shares and the results of allocations in the Hong Kong Public Offering are expected to be made available through a variety of channels in the manner described in the section headed "How to Apply for Hong Kong Offer Shares — B. Publication of Results" in this Prospectus.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under the terms and conditions of the Hong Kong Underwriting Agreement and is subject to, among other things, the Overall Coordinators (for themselves and on behalf of the Underwriters) and the Company agreeing on the Offer Price.
The Company and the Controlling Shareholders expect to enter into the International Underwriting Agreement relating to the International Offering on the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are summarized in the section headed "Underwriting" in this Prospectus.
From 9:00 a.m. on Wednesday, October 16, 2024 to 11:30 a.m. on Monday, October 21, 2024 (Hong Kong time)
From 9:00 a.m. on Wednesday, October 16, 2024 to 12:00 noon on Monday, October 21, 2024 (Hong Kong time)
上市委员会批准B类普通股在联交所主板上市及买卖（包括根据全球发售发行及将予发行的B类普通股，包括行使超额配股权后可能发行的任何B类普通股），以及A类普通股转换后可能发行的B类普通股，且该批准在上市日期前未被撤回或撤销；
上述各项条件须在各包销协议规定的日期及时间或之前满足（除非并在该等条件于该等日期及时间或之前获有效豁免的情况下及范围内），且无论如何不得迟于本招股章程日期后30天。
倘因任何原因，整体协调人（代表包销商）未能于2024年10月22日（星期二）中午12时或之前就发行价达成协议，全球发售将不会进行并将告失效。
香港公开发售及国际发售各自的完成须以（其中包括）另一项发售成为无条件且未根据其条款被终止为条件。
倘上述条件未能于指定日期及时间前满足或获豁免，全球发售将告失效，并将立即通知联交所。香港公开发售失效的通知将由本公司于失效后翌日分别在本公司网站https://www.horizon.auto及联交所网站www.hkexnews.hk刊登。在该情况下，所有申请款项将按本招股章程「如何申请香港发售股份——D. 股票寄发╱领取及申请款项退还」一节所载条款退还，不计利息。与此同时，所有申请款项将存放于收款银行或其他根据香港法律（香港法例第155章《银行业条例》）获发牌经营的香港银行的独立银行账户。
发售股份的股票仅于2024年10月24日（星期四）上午8时起生效，惟须全球发售于该时间或之前在所有方面成为无条件。
假设香港公开发售于2024年10月24日（星期四）香港时间上午8时或之前成为无条件，预期B类普通股将于2024年10月24日（星期四）上午9时在联交所开始买卖。
致香港发售股份投资者的重要通知 全电子化申请程序 我们已就香港公开发售采用全电子化申请程序，以下为申请程序。
本招股章程可于联交所网站www.hkexnews.hk的「披露易>新上市>新上市资料」栏目及本公司网站https://www.horizon.auto查阅。
本招股章程的内容与根据《公司（清盘及杂项条文）条例》第342C条向香港公司注册处登记的招股章程内容相同。
A.
1.
• 并非中国（内地）法人或自然人（合格境内机构投资者除外）。
2.
香港公开发售期将于2024年10月16日（星期三）上午9时开始，并于2024年10月21日（星期一）中午12时结束（香港时间）。
| 申请渠道 | 平台 | 目标投资者 | 申请时间 | |---|---|---|---| | HK eIPO白表服务 | www.hkeipo.hk | 拥有香港银行账户及香港地址的香港居民 | 2024年10月16日（星期三）上午9时至2024年10月21日（星期一）上午11时30分（香港时间） | | 香港结算电子IPO渠道 | 您的经纪商或托管人（须为香港结算参与者）将根据您的指示，通过香港结算的FINI系统代您提交电子IPO申请 | 拥有香港银行账户的香港居民 | 2024年10月16日（星期三）上午9时至2024年10月21日（星期一）中午12时（香港时间） |
Investors who would like to receive a physical Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name.
From 9:00 a.m. on Wednesday, October 16, 2024 to 11:30 a.m. on Monday, October 21, 2024, Hong Kong time.
Investors who would not like to receive a physical Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant's stock account.
Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian.
The latest time for completing full payment of application monies will be 12:00 noon on Monday, October 21, 2024, Hong Kong time.
HOW TO APPLY FOR HONG KONG OFFER SHARES The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares. For those applying through the HK eIPO White Form service, once you complete payment in respect of any application instructions given by you or for your benefit through the HK eIPO White Form service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have been made. If you are a person for whose benefit the electronic application instructions are given, you shall be deemed to have declared that only one set of electronic application instructions has been given for your benefit. If you are an agent for another person, you shall be deemed to have declared that you have only given one set of electronic application instructions for the benefit of the person for whom you are an agent and that you are duly authorized to give those instructions as an agent. For the avoidance of doubt, giving an application instruction under the HK eIPO White Form service more than once and obtaining different payment reference numbers without effecting full payment in respect of a particular reference number will not constitute an actual application. If you apply through the HK eIPO White Form service, you are deemed to have authorized the HK eIPO White Form Service Provider to apply on the terms and conditions in this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO White Form service. By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus and any supplement to it. For those applying through the HKSCC EIPO channel, an actual application will be deemed to have been made for any application instructions given by you or for your benefit to HKSCC (in which case an application will be made by HKSCC Nominees on your behalf) provided such application instruction has not been withdrawn or otherwise invalidated before the closing time of the Hong Kong Public Offering. HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any breach of the terms and conditions of this prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES 3.
| For Individual Applicants | For Corporate Applicants | |---|---| | • Full name(s)² as shown on your identity document | • Full name(s)² as shown on your identity document | | • Identity document's issuing country or jurisdiction | • Identity document's issuing country or jurisdiction | | • Identity document type, with order of priority: | • Identity document type, with order of priority: | | i. HKID card; or | i. LEI registration document; or | | ii. National identification document; or | ii. Certificate of incorporation; or | | iii. Passport; and | iii. Business registration certificate; or | | | iv. Other equivalent document; and | | • Identity document number | • Identity document number |
Notes: (1) If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a contact telephone number and a Hong Kong address. You are also required to declare that the identity information provided by you follows the requirements as described in Note (2) below. In particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members' names.
(2) The applicant's full name as shown on their identity document must be used. If an applicant's identity document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the applicant's identity document type must be strictly followed and where an individual applicant has a valid HKID card, the HKID number must be used when making an application to subscribe for shares in a public offer. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate.
如申请人为受托人，则需提供上述受托人的客户识别数据（"CID"）。如申请人为投资基金（即集体投资计划，或CIS），则需提供已在经纪商处开立交易账户的资产管理公司或个别基金（视情况而定）的CID（如上所述）。
根据市场惯例，FINI上联名账户持有人的最大人数上限为4人。
如您以代名人身份申请，您须提供：(i) 每位实益拥有人的全名（与身份证明文件所示一致）、身份证明文件签发国家或司法管辖区、身份证明文件类型；及 (ii) 每位实益拥有人的身份证明文件号码，若为联名实益拥有人，则须提供每位联名实益拥有人的上述资料。如您未提供上述资料，该申请将被视为为您本人利益而提出。
如您以非上市公司身份申请，且 (i) 该公司的主要业务为证券买卖；及 (ii) 您对该公司拥有法定控制权，则该申请将被视为为您本人利益而提出，您须按上述规定在申请中提供所需资料。
"非上市公司"指其权益证券未在联交所或任何其他证券交易所上市的公司。
- 控制该公司的董事会组成； - 控制该公司逾半数的投票权；或 - 持有该公司逾半数的已发行股本（不计算其中任何在利润或资本分配方面仅享有不超过指定金额权利的部分）。
对于通过HKSCC EIPO渠道申请，并以授权书方式提出申请的人士，我们及作为我们代理的整体协调人有权酌情决定是否接受申请，并可附加我们认为适当的任何条件，包括要求提供代理人授权证明。
未能提供任何所需资料可能导致您的申请被拒绝。
| | | |---|---| | 每手股数 | 600股香港发售股份 | | 可申请香港发售股份数目及申请时/成功配发时应付款额 | 香港发售股份仅可按指定每手股数的整数倍申请。请参阅下表中各指定每手股数对应的应付款额。香港发售股份的最高发售价为每股香港发售股份3.99港元。如您通过HKSCC EIPO渠道申请，您须根据您的经纪商或托管人按照香港适用法律法规所厘定的金额，预先拨付申请款项。 |
通过指示您的经纪商或托管人通过HKSCC EIPO渠道代您申请香港发售股份，您（及如您为联名申请人，则你们各人须共同及各别地）将被视为已指示并授权HKSCC促使HKSCC提名人（作为相关HKSCC参与者的代名人）安排从您的经纪商或托管人在指定银行的相关代名人银行账户中扣划最终发售价、经纪佣金、证监会交易征费、联交所交易费及会计及财务汇报局交易征费。
如您通过香港电子IPO白表服务申请，您可参阅下表，了解您所选择申请数目的香港发售股份对应的应付款额。您须于申请香港发售股份时，按申请书全额缴付相应的最高应付款额。
| 申请香港发售股份数目 | 申请时/成功配发时最高应付款额(2) (港元) | 申请香港发售股份数目 | 申请时/成功配发时最高应付款额(2) (港元) | 申请香港发售股份数目 | 申请时/成功配发时最高应付款额(2) (港元) | 申请香港发售股份数目 | 申请时/成功配发时最高应付款额(2) (港元) | |---|---|---|---|---|---|---|---| | 600 | 2,418.14 | 18,000 | 72,544.31 | 300,000 | 1,209,071.75 | 9,000,000 | 36,272,152.36 | | 1,200 | 4,836.29 | 21,000 | 84,635.02 | 450,000 | 1,813,607.62 | 10,500,000 | 42,317,511.08 | | 1,800 | 7,254.43 | 24,000 | 96,725.74 | 600,000 | 2,418,143.49 | 12,000,000 | 48,362,869.80 | | 2,400 | 9,672.57 | 27,000 | 108,816.46 | 750,000 | 3,022,679.37 | 13,500,000 | 54,408,228.53 | | 3,000 | 12,090.72 | 30,000 | 120,907.17 | 900,000 | 3,627,215.24 | 15,000,000 | 60,453,587.26 | | 3,600 | 14,508.86 | 45,000 | 181,360.76 | 1,050,000 | 4,231,751.11 | 30,000,000 | 120,907,174.50 | | 4,200 | 16,927.01 | 60,000 | 241,814.35 | 1,200,000 | 4,836,286.98 | 45,000,000 | 181,360,761.76 | | 4,800 | 19,345.15 | 75,000 | 302,267.94 | 1,350,000 | 5,440,822.86 | 60,000,000 | 241,814,349.00 | | 5,400 | 21,763.29 | 90,000 | 362,721.53 | 1,500,000 | 6,045,358.73 | 67,755,600(1) | 273,071,271.75 | | 6,000 | 24,181.44 | 105,000 | 423,175.11 | 3,000,000 | 12,090,717.46 | | | | 9,000 | 36,272.15 | 120,000 | 483,628.70 | 4,500,000 | 18,136,076.18 | | | | 12,000 | 48,362.87 | 135,000 | 544,082.28 | 6,000,000 | 24,181,434.90 | | | | 15,000 | 60,453.59 | 150,000 | 604,535.88 | 7,500,000 | 30,226,793.63 | | |
(1) 您可申请的香港发售股份最高数目，为初始发售香港发售股份的50%。
(2) 应付款额已包含经纪佣金、证监会交易征费、联交所交易费及会计及财务汇报局交易征费。如您的申请成功，经纪佣金将支付予交易所参与者（定义见上市规则）或香港电子IPO白表服务提供商（就通过香港电子IPO白表服务提供商申请渠道提出的申请而言），而证监会交易征费、联交所交易费及会计及财务汇报局交易征费将分别支付予证监会、联交所及会计及财务汇报局。
You or your joint applicant(s) shall not make more than one application for your own benefit, except where you are a nominee and provide the information of the underlying investor in your application as required under the paragraph headed "— A. Application for Hong Kong Offer Shares — 3. Information Required to Apply" in this section. If you are suspected of submitting or cause to submit more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an application through the HK eIPO White Form service or HKSCC EIPO channel, you or the person(s) for whose benefit you have made the application shall not apply further for any Offer Shares in the Global Offering.
The Hong Kong Share Registrar would record all applications into its system and identify suspected multiple applications with identical names and identification document numbers according to the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications issued by the Federation of Share Registrars Limited.
Since applications are subject to personal information collection statements, identification document numbers displayed are redacted.
By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorise us and/or the Overall Coordinators, as our agents, to execute any documents for you and to do on your behalf all things necessary to register any Hong Kong Offer Shares allocated to you in your name or in the name of HKSCC Nominees as required by the Articles of Association, and (if you are applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of your designated HKSCC Participant's stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application procedures set out in this prospectus and the designated website of the HK eIPO White Form service (or as the case may be, the agreement you entered into with your broker or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, undertakings and warranties under the participant agreement between your broker or custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures for giving application instructions to apply for Hong Kong Offer Shares;
(iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this prospectus and they do not apply to you, or the person(s) for whose benefit you have made the application;
(v) confirm that you have read this prospectus and any supplement to it and have relied only on the information and representations contained therein in making your application (or as the case may be, causing your application to be made) and will not rely on any other information or representations;
(vi) agree that the Relevant Persons¹, the Hong Kong Share Registrar and HKSCC will not be liable for any information and representations not in this Prospectus and any supplement to it;
(vii) undertake and confirm that you or the person(s) for whose benefit you have made the application have not applied for or taken up, or indicated an interest for, and will not apply for or take up, or indicate an interest for, any International Offer Shares nor participated in the International Offering;
(viii) agree to disclose the details of your application and your personal data and any other personal data which may be required about you and the person(s) for whose benefit you have made the application to us, the Relevant Persons, the Hong Kong Share Registrar, the receiving banks, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, for the purposes under the paragraph headed "— G. Personal Data — 3. Purposes and 4. Transfer of personal data" in this section;
(ix) agree (without prejudice to any other rights which you may have once your application (or as the case may be, HKSCC Nominees' application) has been accepted) that you will not rescind it because of an innocent misrepresentation;
(x) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf cannot be revoked once it is accepted, which will be
¹ Relevant Persons would include the Joint Sponsors, the Joint Global Coordinators, the Overall Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital Market Intermediaries, any of their respective directors, officers, employees, partners, agents, advisers and any other parties involved in the Global Offering.
evidenced by the notification of the result of the ballot by the Hong Kong Share Registrar by way of publication of the results at the time and in the manner as specified in the paragraph headed "— B. Publication of Results" in this section;
(xi) confirm that you are aware of the situations specified in the paragraph headed "— C. Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares" in this section;
(xii) agree that your application or HKSCC Nominees' application, any acceptance of it and the resulting contract will be governed by and construed in accordance with the laws of Hong Kong;
(xiii) represent, warrant and undertake that (a) you understand that the Hong Kong Offer Shares have not been and will not be registered under the U.S. Securities Act and (b) you and any person for whose benefit you are applying for the Hong Kong Offer Shares are outside the United States (within the meaning of Regulation S) or are a person described in paragraph (h)(3) of Rule 902 of Regulation S;
(xiv) agree to comply with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, our Memorandum and Articles, the Cayman Companies Act and laws of any place outside Hong Kong that apply to your application and that neither we nor the Relevant Persons will breach any law inside and/or outside Hong Kong as a result of the acceptance of your offer to purchase, or any action arising from your rights and obligations under the terms and conditions contained in this prospectus;
(xv) confirm that (a) your application or HKSCC Nominees' application on your behalf is not financed directly or indirectly by the Company, any of the directors, chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries or any of their respective close associates; and (b) you are not accustomed or will not be accustomed to taking instructions from the Company, any of the directors, chief executives, substantial shareholder(s) or existing shareholder(s) of the Company or any of its subsidiaries or any of their respective close associates in relation to the acquisition, disposal, voting or other disposition of the Shares registered in your name or otherwise held by you;
(xvii) confirm that you understand that we and the Overall Coordinators will rely on your declarations and representations in deciding whether or not to allocate any Hong Kong Offer Shares to you and that you may be prosecuted for making a false declaration;
(xviii) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you under the application;
(xix) authorize (a) us to place your name(s) or the name of HKSCC Nominees on our register of members as the holder(s) of any Hong Kong Offer Shares allocated to you and such other registers as required under our Memorandum and Articles; and (b) us and/or our agents to send any Share certificate(s) and/or any e-Auto Refund payment instructions and/or any refund check(s) to you or the first-named applicant for joint applications by ordinary post at your own risk to the address stated on the application, unless you have fulfilled the criteria mentioned in "— D. Despatch/Collection of Share Certificates and Refund of Application Monies" below to collect the Share certificate(s) and/or refund check(s) in person;
(xx) declare and represent that this is the only application made and the only application intended by you to be made to benefit you or the person for whose benefit you are applying;
(xxi) (if the application is made for your own benefit) warrant that no other application has been or will be made for your benefit by giving electronic application instructions to HKSCC directly or indirectly or through the application channel of the HK eIPO White Form Service Provider or by any one as your agent or by any other person; and
(xxii) (if you are making the application as an agent for the benefit of another person) warrant that (a) no other application has been or will be made by you as agent for or for the benefit of that person or by that person or by any other person as agent for that person by giving electronic application instructions to HKSCC and the HK eIPO White Form Service Provider and (b) you have due authority to give electronic application instructions on behalf of that other person as its agent.
For the avoidance of doubt, we and all other parties involved in the preparation of this prospectus acknowledge that each applicant and HKSCC Participant who gives or causes to give electronic application instructions is a person who may be entitled to compensation under Section 40 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as applied by Section 342E of the Companies (Winding Up and Miscellaneous Provisions) Ordinance).
| Platform | Date/Time | |---|---| | Applying through the HK eIPO White Form service or HKSCC EIPO channel: | | | Website — From the "Allotment Results" page at www.hkeipo.hk/IPOResult (or www.tricor.com.hk/ipo/result) with a "search by ID" function. The full list of (i) wholly or partially successful applicants using the HK eIPO White Form service and HKSCC EIPO channel, and (ii) the number of Hong Kong Offer Shares conditionally allotted to them, among other things, will be displayed at www.hkeipo.hk/IPOResult or www.tricor.com.hk/ipo/result. | 24 hours, from 11:00 p.m. on Wednesday, October 23, 2024 to 12:00 midnight Tuesday, October 29, 2024 (Hong Kong time). |
We expect to issue/despatch Share certificates for all Hong Kong Offer Shares allocated to you through the HK eIPO White Form service by no later than:
We expect to deposit Share certificates for all Hong Kong Offer Shares allocated through the HKSCC EIPO channel into CCASS by no later than:
No later than 8:00 a.m. on Thursday, October 24, 2024 (Hong Kong time).
If you are not allocated any Hong Kong Offer Shares or are allocated fewer Hong Kong Offer Shares than you applied for, we expect to issue/despatch refund monies to you by:
If you are not allocated any Hong Kong Offer Shares or are allocated fewer Hong Kong Offer Shares than you applied for, we expect to arrange for refund monies into your designated bank account by:
No later than 8:00 a.m. on Thursday, October 24, 2024 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES No interest will be paid on any refund monies. The following table illustrates the circumstances in which refunds will and will not be made:
| Circumstances | Refund | |---|---| | Unsuccessful applicants | A full refund of application money | | Successful but partially allocated | A partial refund of application money | | Fully allocated | No refund |
For the HK eIPO White Form service, all payment will be refunded by automatic payment to the payment card you used to settle the application. In the event the application is accepted (in whole or in part) or rejected by us, the surplus application money will be refunded to you no later than 8:00 a.m. on Thursday, October 24, 2024 (Hong Kong time).
If you apply through the HKSCC EIPO channel, any refund of application money will be deposited into your designated bank account.
Despatch/collection of Share certificate 2 For application of 1,000,000 Hong Kong Offer Shares or more ў ў ў ў ў ў
Collection in person from the Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or any other place notified by us
Share certificate(s) will be issued in the name of HKSCC Nominees, deposited into CCASS and credited to your designated HKSCC Participant's stock account
Time: from 9:00 a.m. to 1:00 p.m. on Thursday, October 24, 2024 (Hong Kong time), or any other date notified by us
If you are an individual, you must not authorise any other person to collect for you. If you are a corporate applicant, your authorised representative must bear a letter of authorization from your corporation stamped with your corporation's chop
Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or an "extreme conditions" announcement issued after a super typhoon in force in Hong Kong in the morning on Wednesday, October 23, 2024 rendering it impossible for the relevant Share certificates to be despatched to HKSCC in a timely manner, the Company shall procure the Hong Kong Share Registrar to arrange for delivery of the supporting documents and Share certificates in accordance with the contingency arrangements as agreed between them. You may refer to "— E. Bad Weather Arrangements" in this section.
Both individuals and authorised representatives must produce, at the time of collection, evidence of identity acceptable to the Hong Kong Share Registrar Note: If you do not collect your Share certificate(s) personally within the time above, it/they will be sent to the address specified in your application instructions by ordinary post at your own risk For application of less than 1,000,000 Hong Kong Offer Shares ў ў ў ў ў ў ў
Your Share certificate(s) will be sent to the address specified in your application instructions by ordinary post at your own risk
Date: Wednesday, October 23, 2024 Refund mechanism for surplus application monies paid by you Dateў ў ў ў ў ў ў ў ў ў ў
Your broker or custodian will arrange refund to your designated bank account subject to the arrangement between you and it
Refund cheque(s) will be despatched to the address as specified in your application instructions by ordinary post at your own risk
HOW TO APPLY FOR HONG KONG OFFER SHARES E.
The Opening and Closing of the Application Lists The application lists will not open or close on Monday, October 21, 2024 if, there is: •
(collectively, "Bad Weather Signals"), in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, October 21, 2024. Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next business day which does not have Bad Weather Signals in force at any time between 9:00 a.m. and 12:00 noon. Prospective investors should be aware that a postponement of the opening/closing of the application lists may result in a delay in the listing date. Should there be any changes to the dates mentioned in the section headed "Expected Timetable" in this Prospectus, an announcement will be made and published on the Stock Exchange's website at www.hkexnews.hk and our website at https://www.horizon.auto of the revised timetable. If a Bad Weather Signal is hoisted on Wednesday, October 23, 2024, the Hong Kong Share Registrar will make appropriate arrangements for the delivery of the Share certificates to the CCASS depository's service counter so that they would be available for trading on Thursday, October 24, 2024. If a Bad Weather Signal is hoisted on Wednesday, October 23, 2024, for application of less than 1,000,000 Hong Kong Offer Shares, the despatch of physical Share certificates will be made by ordinary post when the post office re-opens after the Bad Weather Signal is lowered or cancelled (e.g. in the afternoon of Wednesday, October 23, 2024 or on Thursday, October 24, 2024). If a Bad Weather Signal is hoisted on Thursday, October 24, 2024, for application of 1,000,000 Hong Kong Offer Shares or more, physical Share certificates will be available for collection in person at the Hong Kong Share Registrar's office after the Bad Weather Signal is lowered or cancelled (e.g. in the afternoon of Thursday, October 24, 2024 or on Friday, October 25, 2024). Prospective investors should be aware that if they choose to receive physical Share certificates issued in their own name, there may be a delay in receiving the Share certificates.
HOW TO APPLY FOR HONG KONG OFFER SHARES F.
If the Stock Exchange grants the listing of, and permission to deal in, the Class B Ordinary Shares on the Stock Exchange and we comply with the stock admission requirements of HKSCC, the Class B Ordinary Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Class B Ordinary Shares or any other date HKSCC chooses. Settlement of transactions between Exchange Participants (as defined in the Listing Rules) is required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the Class B Ordinary Shares to be admitted into CCASS.
You should seek the advice of your broker or other professional adviser for details of the settlement arrangement as such arrangements may affect your rights and interests.
G.
以下个人信息收集声明适用于本公司、香港股份过户登记处、收款银行及相关人士就您收集和持有的任何个人数据，其适用方式与适用于香港中央结算（代理人）有限公司提名人以外申请人的个人数据的方式相同。该等个人数据可能包括客户识别码及您的身份信息。通过向香港结算发出申请指示，您确认您已阅读、理解并同意以下个人信息收集声明的所有条款。
1.
本个人信息收集声明告知香港发售股份的申请人及持有人，本公司及香港股份过户登记处在个人数据及《个人资料（私隐）条例》（香港法例第486章）方面的政策及惯例。
2.
香港发售股份的申请人及登记持有人有必要确保向本公司或其代理人及香港股份过户登记处提供的个人数据在申请香港发售股份或将香港发售股份转入或转出其名下，或在获取香港股份过户登记处的服务时是准确和最新的。
未能提供所要求的数据或提供不准确的数据，可能导致您的香港发售股份申请遭拒，或导致本公司或香港股份过户登记处在办理转让或提供其他服务时出现延误或无法办理。这亦可能妨碍或延误您已成功申请的香港发售股份的登记或转让及╱或您有权获得的股票证书的发送。
香港发售股份的申请人及持有人务必在发现所提供的个人数据存在任何不准确之处时，立即通知本公司及香港股份过户登记处。
3.
4.
与上述目的相关的任何其他附带或相关目的及╱或使本公司及香港股份过户登记处能够履行其对B类普通股申请人及持有人及╱或监管机构的义务及╱或B类普通股申请人及持有人不时同意的任何其他目的。
本公司及香港股份过户登记处持有的有关香港发售股份申请人及持有人的个人数据将予以保密，但本公司及香港股份过户登记处可在实现上述任何目的所需的范围内，向以下任何一方披露、获取或转移（无论在香港境内或境外）该等个人数据：
5.
香港结算或香港中央结算（代理人）有限公司提名人，其将使用该等个人数据，并可将个人数据转移予香港股份过户登记处，在各情况下均为提供其服务或设施或按其规则或程序履行其职能，以及运营FINI及香港中央结算系统（包括香港发售股份申请人要求存入香港中央结算系统的情况）；
the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or otherwise as required by laws, rules or regulations, including for the purpose of the Stock Exchange's administration of the Listing Rules and the SFC's performance of its statutory functions; and
any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to have dealings, such as their bankers, solicitors, accountants or brokers etc.
本公司及香港股份过户登记处将就申请人及香港发售股份持有人的个人资料保存至实现收集个人资料的目的所需的时间为止。不再需要的个人资料将根据《个人资料（私隐）条例》（香港法例第486章）予以销毁或处理。
如何申请香港发售股份 6.
香港发售股份申请人及持有人有权查阅本公司或香港股份过户登记处是否持有其个人资料、获取该等资料的副本，以及更正任何不准确的资料。本公司及香港股份过户登记处有权就处理该等要求收取合理费用。所有查阅资料或更正资料的要求应寄往本公司及香港股份过户登记处（地址为本招股章程「公司资料」一节所披露的注册地址或不时通知的地址），收件人为公司秘书，或就香港股份过户登记处而言，收件人为私隐合规主任。
以下为本公司申报会计师普华永道会计师事务所（香港执业会计师）就纳入本招股章程目的而出具的报告正文（载于第I-1至I-3页），该报告乃根据香港会计师公会颁布的《香港投资通函报告准则第200号——投资通函内的历史财务资料会计师报告》的规定编制，并呈送本公司董事及联席保荐人。
引言 我们就地平线机器人（「本公司」）及其附属公司（合称「本集团」）载于第I-4至I-91页的历史财务资料进行报告，该等历史财务资料包括截至2021年、2022年及2023年12月31日及2024年6月30日的综合财务状况报表、截至2021年、2022年及2023年12月31日及2024年6月30日的本公司财务状况报表，以及截至2021年、2022年及2023年各年度12月31日止年度及截至2024年6月30日止六个月（「往绩记录期间」）的综合损益报表、综合全面收益报表、综合权益变动报表及综合现金流量报表，以及重要会计政策资料及其他解释性资料（合称「历史财务资料」）。载于第I-4至I-91页的历史财务资料构成本报告的组成部分，本报告已就本公司于2024年10月16日刊发的招股章程（「招股章程」）而编制，以供纳入其中，该招股章程与本公司股份于香港联合交易所有限公司主板首次上市有关。
董事对历史财务资料的责任 本公司董事负责按照历史财务资料附注2所载编制基础编制能呈现真实公平观点的历史财务资料，并负责建立董事认为必要的内部控制，以确保历史财务资料的编制不存在由欺诈或错误导致的重大错误陈述。
申报会计师的责任 我们的责任是就历史财务资料发表意见，并向您报告我们的意见。我们按照香港会计师公会颁布的《香港投资通函报告准则第200号——投资通函内的历史财务资料会计师报告》开展工作。该准则要求我们遵守道德准则，并计划和执行工作，以合理保证历史财务资料不存在重大错误陈述。
Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountant's judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountant considers internal control relevant to the entity's preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in Note 2 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the Historical Financial Information gives, for the purposes of the accountant's report, a true and fair view of the financial position of the Company as at December 31, 2021, 2022 and 2023 and June 30, 2024 and the consolidated financial position of the Group as at December 31, 2021, 2022 and 2023 and June 30, 2024 and of its consolidated financial performance and its consolidated cash flows for the Track Record Period in accordance with the basis of preparation set out in Note 2 to the Historical Financial Information.
We have reviewed the stub period comparative financial information of the Group which comprises the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the six months ended June 30, 2023 and other explanatory information (the "Stub Period Comparative Financial Information"). The directors of the Company are responsible for the preparation of the Stub Period Comparative Financial Information in accordance with the basis of preparation set out in Note 2 to the Historical Financial Information. Our responsibility is to express a conclusion on the Stub Period Comparative Financial Information based on our review. We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the International Auditing and Assurance Standards Board ("IAASB"). A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the Stub Period Comparative Financial Information, for the purposes of the accountant's report, is not prepared, in all material respects, in accordance with the basis of preparation set out in Note 2 to the Historical Financial Information.
**Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Companies (Winding Up and Miscellaneous Provisions) Ordinance**
In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-4 have been made.
We refer to Note 31 to the Historical Financial Information which states that no dividends have been paid by Horizon Robotics in respect of the Track Record Period.
No statutory financial statements have been prepared for the Company since its date of incorporation.
Set out below is the Historical Financial Information which forms an integral part of this accountant's report.
The financial statements of the Group for the Track Record Period, on which the Historical Financial Information is based, were audited by PricewaterhouseCoopers in accordance with International Standards on Auditing issued by the International Auditing and Assurance Standards Board (the "Underlying Financial Statements").
The Historical Financial Information is presented in Renminbi ("RMB") and all values are rounded to the nearest thousand (RMB'000) except when otherwise indicated.
| | | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---|---| | | Notes | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (unaudited) | 2024 RMB'000 | | Revenue from contracts with customers | 6 | 466,720 | 905,676 | 1,551,607 | 371,491 | 934,599 | | Cost of sales | 9 | (135,734) | (277,963) | (457,297) | (144,879) | (195,861) | | **Gross profit** | | **330,986** | **627,713** | **1,094,310** | **226,612** | **738,738** | | Research and development expenses | 9 | (1,143,642) | (1,879,888) | (2,366,255) | (1,048,991) | (1,419,656) | | Selling and marketing expenses | 9 | (319,003) | (373,909) | (443,366) | (214,997) | (243,144) | | General and administrative expenses | 9 | (211,390) | (298,500) | (327,249) | (142,728) | (198,421) | | Impairment losses on financial assets | 3.1(b) | (5,098) | (13,039) | (20,793) | (7,164) | (53,237) | | Other income | 7 | 14,483 | 43,662 | 66,222 | 13,227 | 34,109 | | Other gains/(losses) – net | 8 | (1,669) | (238,055) | (33,391) | (63,274) | 36,193 | | **Total operating expenses** | | **(1,335,333)** | **(2,132,016)** | **(2,030,522)** | **(1,237,315)** | **(1,844,156)** |
Gross profit · · · · · · · · · · · · · Research and development expenses · · · · · · · · · · · · · · Administrative expenses · · · · · · · Selling and marketing expenses · · Net impairment losses on financial assets · · · · · · · · · · Other income · · · · · · · · · · · · · Other (losses)/gains – net · · · · · · Operating loss · · · · · · · · · · · · Finance income · · · · · · · · · · · · Finance costs · · · · · · · · · · · · ·
Finance income – net · · · · · · · · Share of results of investments accounted for using the equity method · · · · · · · · · · · Fair value changes of preferred shares and other financial liabilities · · · · · · · · · · · · · · Loss before income tax · · · · · · · Income tax benefit/(expense) · · · ·
Loss for the year/period · · · · · · · Loss is attributable to: Owners of Horizon Robotics · · · Non-controlling interests · · · · · Loss per share for loss attributable to the ordinary equity holders of the Company (expressed in RMB per share): Basic and diluted loss per share ·
| | Year ended December 31, | | | Six months ended June 30, | |-------|-------|-------|-------|-------|-------| | Notes | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (unaudited) | 2024 RMB'000 |
Loss for the year/period · · · · · · Other comprehensive income/(loss) Items that will not be reclassified to profit or loss Currency translation differences · Effects of changes in credit risk for financial liabilities designated as at fair value through profit or loss · · · · · · · · · · · ·
Total comprehensive loss for the year/period is attributable to: Owners of Horizon Robotics · · · Non-controlling interests · · · · ·
| | As at December 31, | | | As at June 30, | |-------|-------|-------|-------|-------| | Notes | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 |
ASSETS Non-current assets Property, plant and equipment · · · · · · Right-of-use assets · · · · · · · · · · · · · Deferred tax assets · · · · · · · · · · · · · Intangible assets · · · · · · · · · · · · · · · Investments accounted for using the equity method · · · · · · · · · · · · · · · Financial assets at fair value through profit or loss · · · · · · · · · · · · · · · Restricted cash · · · · · · · · · · · · · · · · Prepayments and other non-current assets · · · · · · · · · · · · · · · · · · · · Total non-current assets · · · · · · · · · Current assets Inventories · · · · · · · · · · · · · · · · · · · Prepayments and other current assets · Trade and note receivables · · · · · · · · Term deposits · · · · · · · · · · · · · · · · · Restricted cash · · · · · · · · · · · · · · · · Cash and cash equivalents · · · · · · · ·
LIABILITIES Non-current liabilities Lease liabilities · · · · · · · · · · · · · · · Borrowings · · · · · · · · · · · · · · · · · · · Other non-current liabilities · · · · · · ·
| | As at December 31, | | | As at June 30, | |-------|-------|-------|-------|-------| | Notes | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 |
Current liabilities Trade payables · · · · · · · · · · · · · · · · Contract liabilities · · · · · · · · · · · · · Lease liabilities · · · · · · · · · · · · · · · Employee benefit obligations · · · · · · Accruals and other payables · · · · · · · Preferred shares and other financial liabilities at FVPL · · · · · · · · · · · ·
EQUITY Deficits attributable to owners of Horizon Robotics Share capital ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Share premium ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Other reserves ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Accumulated losses ў ў ў ў ў ў ў ў ў ў ў ў ў
39 39 39 39 124,120 146,257 146,257 146,257 1,594,424 1,247,509 759,842 707,286 (10,112,754) (18,832,267) (25,571,415) (30,669,503)
ASSETS Non-current assets Investment in subsidiaries ў ў ў Financial assets at fair value through profit or loss ў ў ў ў ў
Total non-current assets ў ў ў Current assets Commitment derivative ў ў ў ў ў Deferred listing expenses ў ў ў Cash and cash equivalents ў ў ў
LIABILITIES Current liabilities Preferred shares and other financial liabilities at FVPL ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Accruals and other payables ў
Net liabilities ў ў ў ў ў ў ў ў ў ў ў ў EQUITY Deficits attributable to owners of Horizon Robotics Share capital ў ў ў ў ў ў ў ў ў ў ў ў ў Share premium ў ў ў ў ў ў ў ў ў ў ў Other reserves ў ў ў ў ў ў ў ў ў ў ў ў Accumulated losses ў ў ў ў ў ў ў ў
39 39 39 39 124,120 146,257 146,257 146,257 1,369,604 1,563,148 1,284,408 1,305,198 (6,009,839) (12,784,776) (17,584,203) (21,596,756) (4,516,076) (11,075,332) (16,153,499) (20,145,262)
| | Share capital RMB'000 | Share premium RMB'000 | Other reserves RMB'000 | Accumulated losses RMB'000 | Total RMB'000 | Non-controlling interests RMB'000 | Total deficits RMB'000 | |---|---|---|---|---|---|---|---| | Notes | | | | | | | | | Balance at January 1, 2021 (Unaudited) | 39 | 99,593 | 895,281 | (8,051,425) | (7,056,512) | 10,539 | (7,045,973) | | Loss for the year | – | – | – | (2,061,293) | (2,061,293) | (2,257) | (2,063,550) | | Effects of changes in credit risk for financial liabilities designated as at fair value through profit or loss | – | – | 257,022 | – | 257,022 | – | 257,022 | | Currency translation differences | – | – | 270,243 | – | 270,243 | – | 270,243 | | Total comprehensive loss for the year | – | – | 527,265 | (2,061,293) | (1,534,028) | (2,257) | (1,536,285) | | Transactions with owners in their capacity as owners: | | | | | | | | | Share-based payments | – | 24,527 | 171,842 | – | 196,369 | – | 196,369 | | Appropriations to PRC statutory reserves | – | – | 36 | (36) | – | – | – | | Disposal of a subsidiary | – | – | – | – | – | (8,032) | (8,032) | | Balance at December 31, 2021 | 39 | 124,120 | 1,594,424 | (10,112,754) | (8,394,171) | 250 | (8,393,921) | | Balance at January 1, 2022 | 39 | 124,120 | 1,594,424 | (10,112,754) | (8,394,171) | 250 | (8,393,921) | | Loss for the year | – | – | – | (8,719,410) | (8,719,410) | (1,018) | (8,720,428) | | Effects of changes in credit risk for financial liabilities designated as at fair value through profit or loss | – | – | 406,335 | – | 406,335 | – | 406,335 | | Currency translation differences | – | – | (898,171) | – | (898,171) | – | (898,171) | | Total comprehensive loss for the year | – | – | (491,836) | (8,719,410) | (9,211,246) | (1,018) | (9,212,264) | | Transactions with owners in their capacity as owners: | | | | | | | | | Share-based payments 24, 26 | – | 22,137 | 151,561 | – | 173,698 | – | 173,698 | | Appropriations to PRC statutory reserves | – | – | 103 | (103) | – | – | – | | Purchase of non-controlling interests | – | – | (6,743) | – | (6,743) | 693 | (6,050) | | Balance at December 31, 2022 | 39 | 146,257 | 1,247,509 | (18,832,267) | (17,438,462) | (75) | (17,438,537) | | Balance at January 1, 2023 | 39 | 146,257 | 1,247,509 | (18,832,267) | (17,438,462) | (75) | (17,438,537) | | Loss for the year | – | – | – | (6,739,021) | (6,739,021) | (32) | (6,739,053) | | Effects of changes in credit risk for financial liabilities designated as at fair value through profit or loss | – | – | (457,686) | – | (457,686) | – | (457,686) | | Currency translation differences | – | – | (371,859) | – | (371,859) | – | (371,859) | | Total comprehensive loss for the year | – | – | (829,545) | (6,739,021) | (7,568,566) | (32) | (7,568,598) | | Transactions with owners in their capacity as owners: | | | | | | | | | Share-based payments | – | – | 341,751 | – | 341,751 | – | 341,751 | | Appropriations to PRC statutory reserves | – | – | 127 | (127) | – | – | – | | Balance at December 31, 2023 | 39 | 146,257 | 759,842 | (25,571,415) | (24,665,277) | (107) | (24,665,384) | | Balance at January 1, 2024 | 39 | 146,257 | 759,842 | (25,571,415) | (24,665,277) | (107) | (24,665,384) | | Loss for the period | – | – | – | (5,098,088) | (5,098,088) | (17) | (5,098,105) |
| | Share capital RMB'000 | Share premium RMB'000 | Other reserves RMB'000 | Accumulated losses RMB'000 | Total RMB'000 | Non-controlling interests RMB'000 | Total deficits RMB'000 | |---|---|---|---|---|---|---|---| | Notes | | | | | | | | | Total comprehensive loss for the year | | | | | | | | | Transactions with owners in their capacity as owners: | | | | | | | | | Share-based payments 24, 26 | | | | | | | | | Appropriations to PRC statutory reserves | | | | | | | |
| | Share capital RMB'000 | Share premium RMB'000 | Other reserves RMB'000 | Accumulated losses RMB'000 | Total deficits RMB'000 | Non-controlling interests RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---| | | – | – | (85,118) | – | (85,118) | – | (85,118) | | | – | – | (208,038) | – | (208,038) | – | (208,038) | | | – | – | (293,156) | | | | | | | – | – | 236,639 | – | 236,639 | – | 236,639 | | | 13 | – | – | 3,961 | – | 3,961 | – | 3,961 | | | – | – | – | – | – | 985 | 985 | | | 39 | 146,257 | 707,286 | (30,669,503) | (29,815,921) | 861 | (29,815,060) |
| | Notes | Share capital RMB'000 | Share premium RMB'000 | Other reserves RMB'000 | Accumulated losses RMB'000 | Total deficits RMB'000 | Non-controlling interests RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---|---|---| | Balance at January 1, 2023 | | 39 | 146,257 | 1,247,509 | (18,832,267) | (17,438,462) | (75) | (17,438,537) | | Loss for the period | | – | – | – | (1,888,475) | (1,888,475) | (16) | (1,888,491) | | Effects of changes in credit risk for financial liabilities designated as at fair value through profit or loss | | – | – | (4,208) | – | (4,208) | – | (4,208) | | Currency translation differences | | – | – | (931,652) | – | (931,652) | – | (931,652) | | Total comprehensive loss for the period (unaudited) | | – | – | (935,860) | | | | | | Transactions with owners in their capacity as owners: | | | | | | | | | | Share-based payments | | – | – | 178,931 | – | | | | | Balance at June 30, 2024 | 28 | 39 | 146,257 | 490,580 | (20,720,742) | (20,083,866) | | |
Transactions with owners in their capacity as owners: Share-based payments ў ў ў Deemed investment arising from share-based payments to Joint ventures' employees ў ў ў Capital contributions from non-controlling interests shareholders ў ў ў ў ў ў ў
| | (5,098,088) | (5,391,244) | | (17) | (5,391,261) | |---|---|---|---|---|---| | | (1,888,475) | (2,824,335) | | (16) | (2,824,351) | | | 178,931 | | | | | | | | | | (91) | (20,083,957) |
| | | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---|---| | | Notes | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | **Cash flows from operating activities** | | | | | | | | Cash used in operating activities | | (1,133,855) | (1,651,838) | (1,904,994) | (1,237,172) | (933,614) | | Interest received | | 22,860 | 98,074 | 167,473 | 73,601 | 214,549 | | Income taxes paid | | (21) | (3,521) | (6,987) | (2,425) | (6,889) | | **Net cash outflow from operating activities** | | **(1,111,016)** | **(1,557,285)** | **(1,744,508)** | **(1,165,996)** | **(725,954)** | | **Cash flows from investing activities** | | | | | | | | Payments for land-use right, property, plant and equipment | | (174,213) | (196,450) | (259,446) | (58,215) | (241,948) | | Payments for intangible assets | | (49,817) | (352,765) | (194,526) | (141,419) | (271,075) | | Purchase of investments accounted for using the equity method | 13 | (15,691) | (71,250) | (1,453,000) | (102,000) | (31,420) | | Payments for financial assets at fair value through profit or loss | 3.3 | (1,305,420) | (4,948,737) | (4,399,778) | (2,370,000) | (5,404,154) | | Placement of term deposits | | (1,291,776) | (3,791,355) | (367,604) | (67,604) | – | | Proceeds from disposal of a subsidiary, net of cash disposed | | 1,345 | – | – | – | – | | Proceeds from sale of property, plant and equipment | | 364 | 686 | 92 | 76 | 1,136 | | Proceeds from sale of financial assets at fair value through profit or loss | | 1,295,620 | 4,944,096 | 4,410,095 | 2,112,758 | 5,421,332 | | Term deposits matured | | 155,420 | 4,201,269 | 1,596,881 | 646,890 | – | | **Net cash outflow from investing activities** | | **(1,384,168)** | **(214,506)** | **(667,286)** | **20,486** | **(526,129)** |
| | | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---|---| | | Notes | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | **Cash flows from financing activities** | | | | | | | | Proceeds from issuance of preferred shares and other financial liabilities | 28 | 6,348,190 | 254,796 | 7,188,574 | – | 185,192 | | Payments for share purchase from a non-controlling interests shareholder | | – | (6,050) | – | – | – | | Capital contributions from non-controlling interests shareholders | | – | – | – | – | 985 | | Payments to certain former investors for preferred shares repurchase before January 1, 2021 | 27 | – | – | (9,895) | (9,895) | – | | Payment for listing expenses | | – | – | – | – | (2,375) | | Payments for transaction cost for issuance of preferred shares | 10 | (11,881) | – | – | – | – | | Principal elements of lease payments | 17 | (32,185) | (41,301) | (51,489) | (25,038) | (26,330) | | Interest elements of lease payments | 17 | (4,711) | (7,548) | (8,651) | (4,585) | (3,789) | | Proceeds from borrowings | 29 | – | 12,515 | 100,329 | 21,184 | 131,051 | | **Net cash inflow/(outflow) from financing activities** | | **6,299,413** | **212,412** | **7,218,868** | **(18,334)** | **284,734** | | **Net increase/(decrease) in cash and cash equivalents** | | **3,804,229** | **(1,559,379)** | **4,807,074** | **(1,163,844)** | **(967,349)** | | Cash and cash equivalents at the beginning of the year/period | | 4,296,055 | 8,050,034 | 6,608,657 | 6,608,657 | 11,359,641 | | Effects of exchange rate changes on cash and cash equivalents | | (50,250) | 118,002 | (56,090) | (4,675) | 60,157 | | **Cash and cash equivalents at the end of the year/period** | | **8,050,034** | **6,608,657** | **11,359,641** | **5,440,138** | **10,452,449** |
地平线机器人（"本公司"）于2015年7月21日在开曼群岛注册成立，依据开曼群岛《公司法》（第22章，1961年第3号法律，经整合及修订）注册为获豁免有限责任公司。本公司注册办事处地址为：Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands。
本公司为投资控股公司。本公司及其附属公司（合称"本集团"）主要从事为乘用车提供具有专有软硬件的汽车解决方案。本集团亦向设备制造商提供非汽车解决方案，使其能够设计和制造具有更高智能化水平的设备及家电。
本公司于业绩记录期间及本报告日期的主要附属公司载于附注12。
本集团的历史财务资料乃依据国际会计准则委员会颁布的所有适用《国际财务报告准则会计准则》（"《国际财务报告准则会计准则》"）编制。历史财务资料乃按历史成本法编制，并经可换股可赎回优先股、按损益计入公允价值的其他金融负债及按损益计入公允价值的金融资产（"按损益计入公允价值"）的重估值调整。
依据《国际财务报告准则会计准则》编制历史财务资料，须运用若干关键会计估计，并要求管理层在执行本集团会计政策时作出判断。涉及较高程度判断或复杂性的领域，或假设及估计对历史财务资料具有重大影响的领域，载于下文附注4。
截至2024年6月30日止六个月，本集团录得净亏损约人民币5,098,105,000元，经营活动净现金流出约人民币725,954,000元。于2024年6月30日，本集团净负债约人民币29,815,060,000元，净流动负债约人民币31,643,614,000元，主要由于按损益计入公允价值的优先股及其他金融负债约人民币43,782,659,000元列示为流动负债所致。于合资格首次公开发售完成后（附注28），所有优先股将自动转换为普通股。
本集团的资金来源及营运资金主要来自发行优先股及可换股贷款。就优先股及可换股贷款相关的流动性风险而言，尽管由于采纳《国际会计准则第1号修订本——流动及非流动负债的分类》（见附注2.2）而将其列示为流动负债，但上述金融负债的最早赎回日期为2026年12月31日（见附注3.1(c)）。本集团管理层已编制自2024年6月30日起不少于12个月的现金流量预测。根据管理层编制的预测，本公司董事相信本集团将拥有充足营运资金，以于2024年6月30日起12个月内为其经营提供资金及于到期时履行财务责任。因此，历史财务资料乃按持续经营基准编制。
| 准则及修订 | 生效会计期间（起始日期） | |---|---| | 《国际财务报告准则第10号》及《国际会计准则第28号》修订本——《投资者与其联营公司或合营企业之间的资产出售或注入》 | 待定 | | 《国际会计准则第21号》修订本——《缺乏可兑换性》 | 2025年1月1日 | | 《国际财务报告准则第9号》及《国际财务报告准则第7号》修订本——《金融工具分类和计量的修订》 | 2026年1月1日 | | 年度改进——第11册《国际财务报告准则会计准则》 | 2026年1月1日 | | 《国际财务报告准则第18号》——《财务报表中的列报与披露》 | 2027年1月1日 | | 《国际财务报告准则第19号》——《无公众问责的附属公司：披露》 | 2027年1月1日 |
本集团已开始评估上述新准则或经修订准则及修订本的影响，预期其生效时对本集团财务表现及状况不会产生重大影响。
《国际会计准则第12号》修订本《国际税务改革——第二支柱模型规则》于2023年5月23日颁布，自颁布之日起生效，须追溯应用。该修订本就实施经济合作与发展组织（"经合组织"）颁布的第二支柱模型规则而制定或实质性制定的税法所产生的所得税，提供递延税务会计的临时豁免。本集团采用《国际会计准则第12号》豁免，不就第二支柱所得税相关的递延税务资产及负债进行确认及披露。于2024年6月30日，本集团主要在中国内地经营，而相关立法尚未经实质性制定或正式制定。因此，本集团目前并无相关即期税务风险，且预计相关立法正式制定后，本集团的所得税不会有重大差异。
The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. Risk management is carried out by the senior management of the Group.
Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that is not the respective functional currency of the Group's subsidiaries. The functional currency of the Company and its subsidiaries outside Mainland China are US$ whereas functional currency of the subsidiaries operate in Mainland China is RMB. The Group manages its foreign exchange risk by performing regular reviews of the Group's net foreign exchange exposures and tries to minimize these exposures through natural hedges, wherever possible.
The foreign currency assets and liabilities of the Group entities are certain cash and cash equivalents, term deposits and receivables and payables denominated in foreign currencies of respective group entities that are exposed to foreign currency risk. The foreign exchange risk the Group is facing mainly comes from movements in the USD/RMB. During the Track Record Period, the Group did not have any derivative financial instrument for which hedging accounting was applied.
If USD had strengthened by 5% against RMB with all other variables held constant, loss before income tax for the year/period would have been approximately RMB29,659,000, RMB47,859,000 and RMB1,277,000 higher and RMB444,000 lower for the year ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024 respectively.
Except for cash and cash equivalents, restricted cash, term deposits and long-term borrowings, the Group has no significant interest-bearing assets and borrowings.
The directors of the Company do not anticipate significant impact to interest-bearing assets and borrowings resulted from the changes in interest rate because the interest rates of the above-mentioned interest-bearing assets and borrowings are not expected to change significantly.
The Group's exposure to equity securities price risk arises from investments in unlisted companies held by the Group and classified in the statement of financial position as financial assets at fair value through profit or loss.
To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Each investment is managed by senior management of the Group individually. The sensitivity analysis is performed by management, see Note 3.3 for details.
The Group also mainly invests in low-risk wealth management products and the proposed investment must not interfere with the Group's daily operation and business prospects. The Group makes investment decisions related to wealth management products on a case-by-case basis after thoroughly considering a number of factors, including but not limited to macroeconomic environment, general market conditions and the expected profit or potential loss of the investment.
Credit risk arises from cash and cash equivalents, restricted cash, term deposits, as well as trade and note receivables and other receivables. The carrying amount of each class of the above financial assets represents the Group's maximum exposure to credit risk in relation to the corresponding class of financial assets.
To manage this risk, cash and cash equivalents, restricted cash and term deposits are mainly placed with state-owned or reputable financial institutions which are all high-credit-quality financial institutions.
To manage risk from trade receivables, the Group has policies in place to ensure that credit terms are made to counterparties with an appropriate credit history and management performs ongoing credit evaluations of the counterparties. Trade receivables have been grouped based on shared credit risk characteristics and aging to measure the expected credit losses. Trade receivables are written off when there is no reasonable expectation of recovery. Impairment losses on trade and note receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
For note receivables and other receivables, management makes periodic collective assessments as well as individual assessment on the recoverability of note receivables and other receivables based on historical settlement records and past experiences.
• Other receivables.
Cash and cash equivalents, restricted cash, term deposits are mainly placed with reputable Chinese and international financial institutions. There has been no recent history of default in relation to these financial institutions. The expected credit loss was not material.
While the bank acceptance note receivables are also subject to the impairment requirements of IFRS 9, the expected credit loss was immaterial.
The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days outstanding of the trade receivables.
The expected loss rates are based on the historical payment profiles of sales over a period of 27 months, 39 months, 51 months and 63 months before January 1, 2021, 2022, 2023 and 2024 respectively and the corresponding historical credit losses experienced within these periods. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the Gross Domestic Products ("GDP") of the People's Republic of China ("PRC") to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and indicators of severe financial difficulty.
On that basis, the loss allowance as at December 31, 2021, 2022 and 2023 and June 30, 2024 were determined as follows for trade receivables:
As at December 31, 2021, the loss allowance of individually impaired trade receivables and grouped trade receivables are determined as follows:
| | Expected credit loss rate | Trade receivables RMB'000 | Loss allowance RMB'000 | Reason | |---|---|---|---|---| | Trade receivables | 100.00% | 606 | (606) | The likelihood of recovery |
| As at December 31, 2021 | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Expected loss rate | 1.43% | 3.73% | 9.34% | 12.04% | 21.89% | – | | Gross carrying amount – trade receivables | 98,589 | 30,802 | 19,009 | 407 | 28,915 | 177,722 | | Loss allowance | 1,413 | 1,149 | 1,776 | 49 | 6,330 | 10,717 |
As at December 31, 2022, the loss allowance of individually impaired trade receivables and grouped trade receivables are determined as follows:
| | Expected credit loss rate | Trade receivables RMB'000 | Loss allowance RMB'000 | Reason | |---|---|---|---|---| | Trade receivables | 100.00% | 811 | (811) | The likelihood of recovery |
| As at December 31, 2022 | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Expected loss rate | 2.24% | 4.77% | 10.52% | 15.66% | 31.12% | – | | Gross carrying amount – trade receivables | 245,507 | 67,445 | 23,863 | 1,443 | 36,567 | 374,825 | | Loss allowance | 5,490 | 3,214 | 2,510 | 226 | 11,380 | 22,820 |
As at December 31, 2023, the loss allowance of individually impaired trade receivables and grouped trade receivables are determined as follows:
| | Expected credit loss rate | Trade receivables RMB'000 | Loss allowance RMB'000 | Reason | |---|---|---|---|---| | Trade receivables | 100.00% | 47 | (47) | The likelihood of recovery |
| As at December 31, 2023 | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Expected loss rate | 2.37% | 4.55% | 11.11% | 13.33% | 36.39% | – | | Gross carrying amount – trade receivables | 358,432 | 89,163 | 61,020 | 10,097 | 62,298 | 581,010 | | Loss allowance | 8,495 | 4,060 | 6,779 | 1,346 | 22,673 | 43,353 |
| | Expected credit loss rate | Trade receivables RMB'000 | Loss allowance RMB'000 | Reason | |---|---|---|---|---| | Trade receivables | 100.00% | 37,517 | (37,517) | The likelihood of recovery |
| As at June 30, 2024 | Up to 3 months RMB'000 | 3 to 6 months RMB'000 | 6 to 9 months RMB'000 | 9 to 12 months RMB'000 | Over 12 months RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Expected loss rate | 2.45% | 4.55% | 10.02% | 12.58% | 34.93% | – | | Gross carrying amount – trade receivables | 434,589 | 59,090 | 162,674 | 42,771 | 69,546 | 768,670 | | Loss allowance | 10,632 | 2,691 | 16,299 | 5,382 | 24,293 | 59,297 |
The loss allowances for trade receivables for years ended December 31, 2021, 2022 and 2023 and six months ended June 30, 2024 reconcile to the opening loss allowances as follows:
| | Year ended December 31, | | | Six months ended June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Opening loss allowance | (6,195) | (10,717) | (22,820) | (43,353) | | Increase in the loss allowance recognised in profit or loss during the year/period | (5,128) | (12,914) | (20,580) | (53,461) | | Receivables written off during the year/period as uncollectible | 606 | 811 | 47 | 328 | | Closing loss allowance | (10,717) | (22,820) | (43,353) | (96,486) |
Other receivables at the end of each of the periods are mainly comprised of rental and other deposits, amounts due from related party and others. The Group considers the probability of default upon initial recognition of asset and whether there has been significant increase in credit risk on an ongoing basis throughout each of the periods. To assess whether there is a significant increase in credit risk, the Group compares risk of a default occurring on the assets as of the reporting date with the risk of default as of the date of initial recognition. Especially the following indicators are incorporated:
• actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor's ability to meet its obligations;
• significant changes in the expected performance and behaviour of the debtor, including changes in the payment status of debtor.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment.
If the credit risk of the asset is in line with original expectations, the Group categorizes the asset as performing and recognizes 12 months expected credit losses (Stage 1). If a significant credit risk of the asset has occurred compared to original expectations or the credit is impaired, the asset is categorized as underperforming or non-performing and lifetime expected credit losses are recognised (Stages 2 and 3):
On that basis, the loss allowances of other receivables as at December 31, 2021, 2022 and 2023 and June 30, 2024 were determined as follows:
| Internal credit rating | | Expected credit loss rate | Gross carrying amount RMB'000 | Loss allowance RMB'000 | |---|---|---|---|---| | December 31, 2021 | Performing | 0.02% | 16,414 | 3 | | December 31, 2022 | Performing | 0.49% | 26,367 | 128 | | December 31, 2023 | Performing | 0.84% | 40,471 | 341 | | June 30, 2024 | Performing | 0.47% | 24,744 | 117 |
The loss allowances for other receivables for years ended December 31, 2021, 2022 and 2023 and six months ended June 30, 2024 reconcile to the opening loss allowances as follows:
| | Year ended December 31, | | | Six months ended June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Opening loss allowance | (33) | (3) | (128) | (341) | | Reverse/(Increase) in the allowance recognised in profit or loss during the period | 30 | (125) | (213) | 224 | | Closing loss allowance | (3) | (128) | (341) | (117) |
The Group intends to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying business, the policy of the Group is to regularly monitor the Group's liquidity risk and to maintain adequate liquid assets such as cash and cash equivalents and term deposits or to retain adequate financing arrangements to meet the Group's liquidity requirements.
The tables below analyse the Group's non-derivative financial liabilities that will be settled into relevant maturity groupings based on the remaining period at each balance sheet date to their contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---| | **At December 31, 2021** | | | | | | Trade payables | 8,040 | – | – | 8,040 | | Accruals and other payables (excluding non-financial liabilities) | 254,231 | – | – | 254,231 | | Lease liabilities | 41,307 | 36,290 | 47,610 | 125,207 | | Preferred shares (i) | – | 18,994,305 | – | 18,994,305 | | **Total** | **303,578** | **19,030,595** | **47,610** | **19,381,783** |
| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---| | **At December 31, 2022** | | | | | | Trade payables | 3,822 | – | – | 3,822 | | Accruals and other payables (excluding non-financial liabilities) | 243,311 | – | – | 243,311 | | Lease liabilities | 57,889 | 54,396 | 111,456 | 223,741 | | Borrowings | 325 | 325 | 13,003 | 13,653 | | Preferred shares (i) | 21,079,493 | – | – | 21,079,493 | | **Total** | **21,384,840** | **54,721** | **124,459** | **21,564,020** |
| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Over 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | **At December 31, 2023** | | | | | | | Trade payables | 11,164 | – | – | – | 11,164 | | Accruals and other payables (excluding non-financial liabilities) | 394,058 | – | – | – | 394,058 | | Lease liabilities | 58,891 | 55,084 | 62,723 | – | 176,698 | | Borrowings | 2,934 | 2,934 | 66,852 | 53,930 | 126,650 | | Preferred shares (i) | – | – | 30,576,904 | – | 30,576,904 | | Convertible loan (ii) | – | – | 7,140,017 | – | 7,140,017 | | **Total** | **467,047** | **58,018** | **37,846,496** | **53,930** | **38,425,491** |
| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Over 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | **At June 30, 2024** | | | | | | | Trade payables | 13,648 | – | – | – | 13,648 | | Accruals and other payables (excluding non-financial liabilities) | 241,763 | – | – | – | 241,763 | | Lease liabilities | 47,573 | 55,576 | 36,598 | – | 139,747 |
| | Less than 1 year RMB'000 | Between 1 and 2 years RMB'000 | Between 2 and 5 years RMB'000 | Over 5 years RMB'000 | Total RMB'000 | |---|---|---|---|---|---| | Borrowings | 5,934 | 15,722 | 89,669 | 165,548 | 276,873 | | Preferred shares (i) | – | – | 31,065,789 | – | 31,065,789 | | Convertible loan (ii) | – | – | 7,184,474 | – | 7,184,474 | | **Total** | **308,918** | **71,298** | **38,376,530** | **165,548** | **38,922,294** |
The liquidity risk of preferred shares is the original issue price of preferred shares plus the respective predetermined interest (the "Redemption Amount"), assuming that no consummation of a qualified initial public offering of the Company's shares before December 25, 2023, and the holders of the preferred shares request the Company to redeem all of the preferred shares (the "redemption event"). On December 7, 2023, with the effects of the amendments of Memorandum and Articles, the assumption of occurrence of redemption event has been changed to on December 31, 2026. Regarding to the preferred shares issued by D-Robotics, the amount disclosed subject to liquidity risk is the Redemption Amount, assuming that no consummation of a qualified initial public offering of D-Robotics' shares before June 25, 2029, and the holders of the preferred shares request D-Robotics to redeem all of the preferred shares.
The liquidity risk of convertible loan is the principal amount of the convertible loan plus the respective predetermined interest, assuming that no consummation of a qualified initial public offering of the Company's shares before December 31, 2026 and triggered the redemption event on December 31, 2026.
safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
maintain an optimal capital structure to reduce the cost of capital.
The Group monitors capital (including share capital, other reserves, preferred shares and other financial liabilities on an as-if-converted basis) by regularly reviewing the capital structure. The Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or repurchase the Company's shares. In the opinion of the directors of the Company, the Group's capital risk is low.
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.
The following table presents the Group's assets and liabilities that were measured at fair value as at December 31, 2021 and 2022 and 2023 and June 30, 2024:
| At December 31, 2021 | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | |---|---|---|---|---| | **Financial assets** | | | | | | Financial assets at FVPL | | | | | | Investments in unlisted companies | – | – | 46,338 | 46,338 | | Total financial assets | – | – | 46,338 | 46,338 | | **Financial liabilities** | | | | | | Preferred shares and other financial liabilities at FVPL | | | | | | Preferred shares | – | – | 18,341,195 | 18,341,195 | | Total financial liabilities | – | – | 18,341,195 | 18,341,195 |
| At December 31, 2022 | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | |---|---|---|---|---| | **Financial assets** | | | | | | Financial assets at FVPL | | | | | | Investments in unlisted companies | – | – | 68,838 | 68,838 | | Commitment derivative | – | – | 13,017 | 13,017 | | Total financial assets | – | – | 81,855 | 81,855 | | **Financial liabilities** | | | | | | Preferred shares and other financial liabilities at FVPL | | | | | | Preferred shares | – | – | 26,451,328 | 26,451,328 | | Total financial liabilities | – | – | 26,451,328 | 26,451,328 |
| At December 31, 2023 | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | |---|---|---|---|---| | **Financial assets** | | | | | | Financial assets at FVPL | | | | | | Investments in unlisted companies | – | – | 80,825 | 80,825 | | Total financial assets | – | – | 80,825 | 80,825 | | **Financial liabilities** | | | | | | Preferred shares and other financial liabilities at FVPL | | | | | | Preferred shares | – | – | 33,509,674 | 33,509,674 | | Convertible loan | – | – | 5,729,904 | 5,729,904 | | Total financial liabilities | – | – | 39,239,578 | 39,239,578 |
| At June 30, 2024 | Level 1 RMB'000 | Level 2 RMB'000 | Level 3 RMB'000 | Total RMB'000 | |---|---|---|---|---| | **Financial assets** | | | | | | Financial assets at FVPL | | | | | | Investments in unlisted companies | – | – | 85,639 | 85,639 | | Total financial assets | – | – | 85,639 | 85,639 | | **Financial liabilities** | | | | | | Preferred shares and other financial liabilities at FVPL | | | | | | Preferred shares | – | – | 37,789,020 | 37,789,020 | | Convertible loan | – | – | 5,993,639 | 5,993,639 | | Total financial liabilities | – | – | 43,782,659 | 43,782,659 |
The Group's policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period. There were no transfers between levels 1 and 2 for recurring fair value measurements during the period presented.
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
The level 3 instruments mainly include investment in unlisted companies and commitment derivative, as well as the financial liabilities at fair value through profit or loss, including the preferred shares and convertible loan. As these instruments are not trade in an active market, their fair values have been determined using various applicable methodologies. (ii)
Valuation techniques used to determine fair values and process Specific valuation techniques used to value financial instruments include: •
the discounted cash flow model and unobservable inputs mainly including assumptions of expected future cash flows and discount rate;
a combination of observable and unobservable inputs, including risk-free rate, expected volatility, discount rate for lack of marketability ("DLOM"), market multiples, etc.
The Group has a team that manages the valuation exercise of level 3 instruments for financial reporting purposes. The team manages the valuation exercise of the financial instruments on a case-by-case basis. At least once every year, the team would use valuation techniques to determine the fair value of the Group's level 3 instruments. External valuation experts will be involved when necessary. (iii)
The following table presents the changes in level 3 financial assets at FVPL for the years ended December 31, 2021, 2022 and 2023 and six months ended June 30, 2024:
| | Investments in unlisted companies RMB'000 | Wealth management products RMB'000 | Commitment derivative RMB'000 | |---|---|---|---| | Balance as at January 1, 2021 (Unaudited) | 41,889 | – | – | | Acquisitions | 13,420 | 1,292,000 | – | | Disposal | – | (1,295,620) | – | | Changes in fair value | (8,906) | 3,620 | – | | Foreign currency translation recorded in other comprehensive loss | (65) | – | – | | Balance as at December 31, 2021 | 46,338 | – | – | | Includes unrealised losses recognised in profit or loss attributable to balances held at the end of the reporting period | (8,906) | – | – | | Balance as at January 1, 2022 | 46,338 | – | – | | Acquisitions | 21,877 | 4,926,860 | – | | Disposal | – | (4,944,096) | – | | Changes in fair value | (837) | 17,236 | 13,316 | | Foreign currency translation recorded in other comprehensive loss | 1,460 | – | (299) | | Balance as at December 31, 2022 | 68,838 | – | 13,017 | | Includes unrealised losses recognised in profit or loss attributable to balances held at the end of the reporting period | (837) | – | 13,316 | | Balance as at January 1, 2023 | 68,838 | – | 13,017 | | Acquisitions | 8,000 | 4,391,778 | – | | Disposal | – | (4,410,095) | – | | Changes in fair value | 3,511 | 18,317 | (12,976) | | Foreign currency translation recorded in other comprehensive loss | 476 | – | (41) | | Balance as at December 31, 2023 | 80,825 | – | – | | Includes unrealised gains recognised in profit or loss attributable to balances held at the end of the reporting period | 3,511 | – | – | | Balance as at January 1, 2024 | 80,825 | – | – | | Acquisitions | 1,500 | 5,402,654 | – | | Disposal | – | (5,421,332) | – | | Changes in fair value | 3,104 | 18,678 | – | | Foreign currency translation recorded in other comprehensive loss | 210 | – | – | | Balance as at June 30, 2024 | 85,639 | – | – | | Includes unrealised gains recognised in profit or loss attributable to balances held at the end of the reporting period | 3,104 | – | – |
| | Investments in unlisted companies RMB'000 | Wealth management products RMB'000 | Commitment derivative RMB'000 | |---|---|---|---| | Balance as at January 1, 2021 (Unaudited) | 3,134 | – | – | | Acquisitions | 11,920 | – | – | | Disposal | – | – | – | | Changes in fair value | (537) | – | – | | Foreign currency translation recorded in other comprehensive loss | (65) | – | – | | Balance as at December 31, 2021 | 14,452 | – | – | | Includes unrealised gains recognised in profit or loss attributable to balances held at the end of the reporting period | (537) | – | – | | Balance as at January 1, 2022 | 14,452 | – | – | | Acquisitions | 10,377 | – | – | | Disposal | – | – | – | | Changes in fair value | 962 | – | 13,316 | | Foreign currency translation recorded in other comprehensive loss | 1,460 | – | (299) | | Balance as at December 31, 2022 | 27,251 | – | 13,017 | | Includes unrealised gains recognised in profit or loss attributable to balances held at the end of the reporting period | 962 | – | 13,316 | | Balance as at January 1, 2023 | 27,251 | – | 13,017 | | Acquisitions | – | 71,778 | – | | Disposal | – | (71,898) | – | | Changes in fair value | 5,456 | 120 | (12,976) | | Foreign currency translation recorded in other comprehensive loss | 476 | – | (41) | | Balance as at December 31, 2023 | 33,183 | – | – |
2024年1月1日余额 ў ў ў ў ў ў ў 购置 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 处置 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў 公允价值变动 ў ў ў ў ў ў ў ў ў ў ў ў ў ў 外币折算计入其他综合亏损 ў ў ў ў ў ў ў ў ў ў
截至2021年、2022年及2023年12月31日止年度及截至2024年6月30日止六个月，以公允价值计量且其变动计入损益的优先股及其他金融负债的变动情况，以及估值技术和重大不可观察输入值已在附注28中披露。
| 公允价值 | | | | | 重大不可观察输入值范围 | | | | 不可观察输入值与公允价值的关系 | |---|---|---|---|---|---|---|---|---|---| | 描述 | 截至2021年12月31日 人民币千元 | 截至2022年12月31日 人民币千元 | 截至2023年12月31日 人民币千元 | 截至2024年6月30日 人民币千元 | 重大不可观察输入值 | 截至2021年12月31日 | 截至2022年12月31日 | 截至2023年12月31日 | 截至2024年6月30日 | | 对非上市公司的投资 ў ў ў | 46,338 | 68,838 | 85,639 | 80,825 | 缺乏流动性折扣（DLOM） | 4.6%–12.0% | 6.0%–23.5% | 5.1%–22.2% | 5.0%–20.7% | DLOM越高，公允价值越低 | | | | | | | 波动率 | 36.6%–61.2% | 42.2%–75.7% | 38.8%–65.0% | 37.2%–87.9% | 波动率越高，公允价值越高 | | 承诺衍生工具 ў ў ў ў | – | 13,017 | – | – | 无风险利率 | N/A | 4.73% | 4.79% | N/A | 无风险利率越高，公允价值越低 |
若本集团持有的对非上市公司投资的公允价值上升/下降10%，则截至2021年、2022年及2023年12月31日止年度及截至2024年6月30日止六个月的亏损将分别减少/增加约466,000元人民币、2,081,000元人民币、1,151,000元人民币及443,000元人民币。
本公司就确定承诺衍生工具公允价值时不可观察输入值的变动进行了敏感性测试。不可观察输入值（包括无风险利率）的变动将导致公允价值计量出现重大上升或下降。若无风险利率上升10%，则截至2022年及2023年12月31日止年度的亏损将分别增加约24,466,000元人民币及减少约24,574,000元人民币。若无风险利率下降10%，则截至2022年及2023年12月31日止年度的亏损将分别减少约24,694,000元人民币及增加约24,803,000元人民币。
本集团以公允价值以外的方式列账的金融资产（包括现金及现金等价物、受限制现金、定期存款、贸易及票据应收款和其他应收款）的账面金额，以及本集团以公允价值以外的方式列账的金融负债（包括贸易应付款、其他应付款及应计项目、借款及租赁负债）的账面金额，于2021年、2022年及2023年12月31日及2024年6月30日均与其公允价值相近。
财务报表的编制需要运用会计估计，而此类估计结果在定义上几乎不会与实际结果完全一致。管理层在应用本集团会计政策时亦须作出判断。
估计和判断须持续评估，并基于历史经验及其他因素（包括对未来事件的预期，该等事件可能对实体产生财务影响，且在当时情况下被认为是合理的）而作出。
非在活跃市场交易的金融工具的公允价值采用估值技术确定。本集团运用判断选择多种方法，并作出主要基于各报告期末市场状况的假设。有关所使用关键假设的详情及假设变动的影响，请参阅附注3.3。
优先股及其他以公允价值计量且其变动计入损益的金融负债并不在活跃市场交易，其各自的公允价值采用估值技术确定。采用贴现现金流法确定本公司的总股权价值，采用反向推算法确定地平线机器人（D-Robotics）的总股权价值，采用期权定价法、股权分配模型及远期定价模型确定金融工具的公允价值。关键假设（如折现率、无风险利率、缺乏流动性折扣（DLOM）及基于本集团最佳估计的预期波动率）已在附注28中披露。
贸易及票据应收款和其他应收款的预期信用损失基于对违约风险及预期损失率的假设。本集团在作出该等假设及选择用于计算损失拨备的输入值时运用判断，该等判断基于本集团的过往记录、现有市场状况以及各报告期末的前瞻性估计。所使用关键假设和输入值的详情已在附注3.1中披露。
The Group granted options and restricted share units ("RSU") to employees. The fair value of the options is determined using the binomial option pricing model at the grant date, and is expected to be expensed over the respective vesting periods. Significant assumptions, including, underlying equity value, risk-free interest rate, expected volatility, dividend yield, and terms, are made by the directors with reference to valuation reports prepared by a third-party valuer (Note 26).
The fair value of RSUs at the grant date was determined by reference to the fair value of the underlying ordinary shares on the dates of grant. The discounted cash flow method was used to determine the total equity value of the Company and the equity allocation model was adopted to determine the fair value of the ordinary shares. Key assumptions, such as discount rate, risk-free interest rate, volatility and DLOM are disclosed in Note 26.
The Group recognises deferred tax assets based on estimates that is probable to generate sufficient taxable profits in the foreseeable future against which the deductible losses will be utilised. The recognition of deferred tax assets mainly involved management's judgements and estimations about the timing and the amount of taxable profits of the companies who had tax losses.
The Group's business activities, for which discrete financial statements are available, are regularly reviewed and evaluated by the chief operating decision maker ("CODM"). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer of the Group that makes strategic decisions.
The CODM reviews the Group's internal reporting in order to assess performance, allocate resources, and determine the operating segments based on these reports. The Group has the following reportable segments for the Track Record Period:
The CODM assesses the performance of the operating segments mainly based on segment revenue and gross profit of each operating segment. The research and development expenses, administrative expenses and selling and marketing expenses are common costs incurred for these operating segments as a whole and therefore, they are not included in the measure of the segments' performance which is used by the CODM as a basis for the purpose of resource allocation and assessment of segment performance. Net impairment losses on financial assets, other income, other losses, net, finance income, finance cost, share of results of investments accounted for using the equity method, fair value losses of preferred shares and other financial liabilities and income tax expense are not allocated to individual operating segment, either.
There were no material inter-segment sales during the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024. The revenues from external customers reported to the CODM are measured in a manner consistent with that applied in the consolidated statement of profit or loss.
Other information, together with the segment information, provided to the CODM, is measured in a manner consistent with that applied in these consolidated statements of financial position. There was no segment assets or segment liabilities information provided to the CODM.
The segment information provided to the CODM for the reportable segments for the Track Record Period is as follows:
| | Automotive solutions RMB'000 | Non-Automotive solutions RMB'000 | Total RMB'000 | |---|---|---|---| | Segment revenue | 410,164 | 56,556 | 466,720 | | Cost of sales | (81,599) | (54,135) | (135,734) | | Gross profit | 328,565 | 2,421 | 330,986 |
| | Automotive solutions RMB'000 | Non-Automotive solutions RMB'000 | Total RMB'000 | |---|---|---|---| | Segment revenue | 801,138 | 104,538 | 905,676 | | Cost of sales | (179,719) | (98,244) | (277,963) | | Gross profit | 621,419 | 6,294 | 627,713 |
| | Automotive solutions RMB'000 | Non-Automotive solutions RMB'000 | Total RMB'000 | |---|---|---|---| | Segment revenue | 1,470,364 | 81,243 | 1,551,607 | | Cost of sales | (386,652) | (70,645) | (457,297) | | Gross profit | 1,083,712 | 10,598 | 1,094,310 |
| | Automotive solutions RMB'000 (Unaudited) | Non-Automotive solutions RMB'000 (Unaudited) | Total RMB'000 (Unaudited) | |---|---|---|---| | Segment revenue | 345,004 | 26,487 | 371,491 | | Cost of sales | (122,496) | (22,383) | (144,879) | | Gross profit | 222,508 | 4,104 | 226,612 |
| | Automotive solutions RMB'000 | Non-Automotive solutions RMB'000 | Total RMB'000 | |---|---|---|---| | Segment revenue | 913,094 | 21,505 | 934,599 | | Cost of sales | (178,161) | (17,700) | (195,861) | | Gross profit | 734,933 | 3,805 | 738,738 |
As at December 31, 2021, 2022 and 2023 and June 30, 2024 substantially all of the non-current assets of the Group were located in the mainland China. Therefore, no geographical segments are presented.
In the following table, revenue of the Group from contracts with customers is disaggregated by revenue source and by timing of revenue recognition. The table also includes a reconciliation to the segment information (Note 5).
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Automotive solutions | 410,164 | 801,138 | 1,470,364 | 345,004 | 913,094 | | Product solutions | 208,083 | 319,312 | 506,386 | 192,298 | 222,264 | | License and services | 202,081 | 481,826 | 963,978 | 152,706 | 690,830 | | Non-Automotive solutions | 56,556 | 104,538 | 81,243 | 26,487 | 21,505 | | **Total Revenue** | **466,720** | **905,676** | **1,551,607** | **371,491** | **934,599** |
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Automotive solutions | 410,164 | 801,138 | 1,470,364 | 345,004 | 913,094 | | At a point in time | 360,929 | 678,654 | 1,271,858 | 247,609 | 846,820 | | Over time | 49,235 | 122,484 | 198,506 | 97,395 | 66,274 | | Non-Automotive solutions | 56,556 | 104,538 | 81,243 | 26,487 | 21,505 | | At a point in time | 56,556 | 104,538 | 81,243 | 26,487 | 21,505 | | **Total Revenue** | **466,720** | **905,676** | **1,551,607** | **371,491** | **934,599** |
No geographical segment information is presented as the majority of the revenue and operating losses of the Group are derived within mainland China and the majority of the operating assets of the Group are located in mainland China, which is considered as one geographic location with similar risks and returns.
The major customers which contributed more than 10% of total revenue of the Group for the years ended December 31, 2021, 2022 and 2023 and six months ended June 30, 2023 and 2024 are listed as below:
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | | | | (Unaudited) | | | **Percentage of revenue from the major customers to the total revenue of the Group** | | | | | | | Customer A | – | – | 40.43% | – | 37.62% | | Customer B | 24.68% | 16.04% | 12.49% | 19.82% | 10.46% | | Customer C | 5.78% | 11.24% | 5.31% | 15.83% | 2.13% | | Customer D | 11.15% | 1.01% | 0.78% | 1.47% | 0.51% | | Customer E | – | 9.69% | 2.51% | 4.35% | 22.85% | | Customer F | 9.65% | 3.58% | 3.64% | 13.06% | 0.38% |
During the Track Record Period, the additions to the contract liabilities were primarily due to cash collections in advance of fulfilling performance obligations, while the reductions to the contract liabilities were primarily due to the recognition of revenues upon fulfilment of performance obligations.
| | As at January 1, | As at December 31, | | | As at June 30, | |---|---|---|---|---|---| | | 2021 | 2021 | 2022 | 2023 | 2024 | | | RMB'000 (Unaudited) | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Contract liabilities | 8,554 | 5,546 | 63,079 | 24,875 | 12,143 |
The following table shows how much of the revenue, which was included in the contract liabilities at the beginning of the period, recognized during the Track Record Period relates to carried-forward contract liabilities:
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Revenue recognized that was included in the contract liability balance at the beginning of the year | 2,095 | 916 | 58,547 | 37,740 | 19,390 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Aggregate amount of transaction price allocated to contracts that are partially or fully unsatisfied | 64,846 | 355,807 | 592,940 | 390,946 |
Management expects that the unsatisfied obligations of RMB55,027,000, RMB291,645,000, RMB565,105,000 and RMB332,526,000 as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively, will be recognised as revenue during the next twelve months. The remaining unsatisfied obligations will be recognized in one to three year(s).
The Group recognises revenue when (or as) a performance obligation is satisfied, i.e., when control of the goods or services underlying the particular performance obligation is transferred to the customer.
Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
- does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.
如果商品和服务的控制权随时间推移而转移，则收入在合同期内按照履行该履约义务的进度予以确认。否则，收入在客户取得商品和服务的控制权时的某一时点予以确认。
与客户签订的合同可能包含多项履约义务。对于此类安排，在合同开始日，本公司按照各履约义务相对于其单独售价的比例将收入分摊至各履约义务。如果单独售价可以直接观察，本公司则根据向客户收取的价格确定单独售价。如果单独售价无法直接观察，则合同约定价格被认为最能反映合同中履约义务相对于单独售价的情况，同时考虑到本公司的惯常业务实践。在估计各单独履约义务的相对售价时，已作出若干假设及估计，而对上述假设及估计的判断变化可能影响收入确认。
当合同的任何一方已履行时，本公司根据主体的履行与客户付款之间的关系，在财务状况表中将合同列示为合同资产或合同负债。
合同资产是本公司因已向客户转让商品或服务而有权收取对价的权利。当本公司拥有无条件收取对价的权利时，则确认应收款项。如果对价的支付仅取决于时间的流逝，则收取对价的权利为无条件权利。
如果客户在本公司向客户转让商品或服务之前已支付对价，或本公司已拥有收取无条件对价的权利，则本公司在付款时（或确认应收款项时，以较早者为准）确认合同负债。合同负债是本公司已从客户收到对价（或应收对价）而须向客户转让商品或服务的义务。
收入扣除增值税后列示。于往绩记录期间，本集团来自汽车业务（包括高级驾驶辅助系统（ADAS）、自动驾驶（AD）及座舱内）产品解决方案销售、许可安排及向客户提供设计与技术服务以及提供非汽车解决方案的收入。
本集团销售汽车产品解决方案，该解决方案将自主研发的处理硬件与专有算法及软件相结合。
汽车产品解决方案销售产生的收入于客户验收所承诺产品解决方案时确认，金额反映本集团预计就该等产品解决方案收取的对价。收入扣除折扣及向客户收取的任何税款后列示。
本集团向客户授予使用其算法及软件的权利。许可有时与培训服务及合同后服务（"PCS"）一并出售。培训服务及合同后服务各自被视为单独履约义务，于往绩记录期间并不重大。
本集团授予的许可为使用权许可。因此，许可安排产生的收入在算法或软件提供给客户且客户能够使用并从许可中获益时予以确认。培训服务收入在培训期间内确认。合同后服务收入在服务期间内按直线法确认。
本集团向客户提供设计与技术服务，以协助其将本集团的解决方案整合至其车辆中并设计特定功能。
对于本集团依据合同对已完成的履约享有可强制执行的付款权利的合同，或当客户在本集团履约的同时即时收取并消耗本集团履约所提供的利益的情况，设计与技术服务收入在一段时间内根据合同完全履约进度采用投入法予以确认。投入法按已发生的已完成工作成本占完成合同估计总成本的比例确定，前提是该金额能够可靠计量且其回收被认为很可能实现。对于其他设计与技术服务合同，收入在客户验收服务成果时予以确认。
本集团亦提供非汽车产品解决方案，将本集团的处理硬件与算法相结合。相关收入在客户验收所承诺产品解决方案时予以确认。
对于本集团在合同开始日预计本集团向客户转让所承诺商品或服务与客户为该商品或服务付款之间的期间不超过一年的合同，不对重大融资成分的影响进行调整。
本集团选择在预计摊销期不超过一年时，将取得客户合同的增量成本于发生时计入费用。
Fair value changes of financial assets at FVPL Net foreign exchange differences Donations (Losses)/gains on disposal of subsidiaries Others
The expenses charged to cost of sales, selling and marketing expenses, administrative expenses and research and development expenses are analyzed below:
Employee benefit expenses Depreciation and amortization Cost of inventories sold Technical service fee Professional service and other consulting fee Marketing, conference and traveling expenses Outsourcing fee Tape-out fee and consumables used Utilities, property management and administrative expenses Listing expenses Other expenses
Interest income on financial assets at amortised cost held for cash management purposes is calculated using the effective interest method.
Wages, salaries and bonuses Share-based payments Pension costs – defined contribution plans Housing fund, medical insurance and other social insurance Other employee benefits Total employee benefit expenses
The five individuals whose emoluments were the highest in the Group for the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024 include 3, 2, 1, 1 and 1 directors respectively, whose emoluments are disclosed in the Note 35. The emoluments payable to the remaining 2, 3, 4, 4 and 4 individuals during the respective period are as follows:
Wages, salaries and bonuses Share-based payments (i) Pension costs – defined contribution plans Housing fund, medical insurance and other social insurance Other employee benefits Total employee benefit expense
| | Number of individuals | | | | | |---|---|---|---|---|---| | | Year ended December 31, | | | Six months ended June 30, | | | | 2021 | 2022 | 2023 | 2023 | 2024 | | | | | | (Unaudited) | |
| HK$5,000,001 – HK$5,500,000 | – | – | – | 1 | – | | HK$6,000,001 – HK$6,500,000 | 1 | – | – | – | 1 | | HK$6,500,001 – HK$7,000,000 | – | – | – | 1 | – | | HK$8,000,001 – HK$8,500,000 | – | – | – | – | – | | HK$8,500,001 – HK$9,000,000 | – | – | 1 | – | – | | HK$9,500,001 – HK$10,000,000 | – | 1 | – | – | – | | HK$10,500,001 – HK$11,000,000 | – | – | – | 1 | – | | HK$11,500,001 – HK$12,000,000 | – | 1 | – | – | – | | HK$12,500,001 – HK$13,000,000 | – | – | 1 | – | – | | HK$18,500,001 – HK$19,000,000 | – | – | – | – | – | | HK$21,500,001 – HK$22,000,000 | – | – | – | – | – | | HK$28,000,001 – HK$28,500,000 | – | – | – | – | – | | HK$32,000,001 – HK$32,500,000 | – | – | – | – | – | | HK$54,500,001 – HK$55,000,000 | – | – | – | – | – | | HK$78,000,001 – HK$78,500,000 | – | – | – | – | – | | HK$120,000,001 – HK$120,500,000 | – | – | – | – | – |
The Company's principal subsidiaries during the Track Record Period are set out below. Unless otherwise stated, they have share capital solely held by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country/region of incorporation or registration is also their principal place of business.
| Name of entity | As at December 31, | | | As at June 30, | As at the date of this report | Date and place of incorporation/ establishment and kind of legal entity | Issued/registered share capital | Principal activities | Place of Operation | Note | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | | | | | | Directly held by the Company: | | | | | | | | | | | | Horizon Robotics Holdings Limited | 100 | 100 | 100 | 100 | 100 | August 6, 2015/ Hong Kong, PRC/limited liability company | HK$1 | Holding company | Hong Kong, PRC | (i) | | Horizon Together Holding Ltd. ("Horizon Together") | – | – | – | 100 | 100 | August 29, 2022/ Cayman Islands/limited liability company | US$1 | Holding company | Cayman Islands | (viii) | | Indirectly held by the Company: | | | | | | | | | | | | Beijing Horizon Information Technology Co., Ltd. (北京地平線信息技術有限公司) | 100 | 100 | 100 | 100 | 100 | December 28, 2015/PRC/ limited liability company | US$1,500,000,000 | Development of software products and provision of related services | Beijing, PRC | (ii) | | Shanghai Anting Horizon Zhineng Transportation Technology Co., Ltd. (上海安亭地平線智能交通技術有限公司) | 100 | 100 | 100 | 100 | 100 | March 24, 2017/ PRC/limited liability company | US$220,000,000 | Development of software products and provision of related services | Shanghai, PRC | (iii) | | Nanjing Horizon Information Technology Co., Ltd. (南京地平線信息技術有限公司) | 100 | 100 | 100 | 100 | 100 | March 30, 2017/ PRC/limited liability company | US$220,000,000 | Development of software products and provision of related services | Nanjing, PRC | (iv) | | Beijing Horizon Robotics Technology Research and Development Co., Ltd. (北京地平線機器人技術研發有限公司)* | 100 | 100 | 100 | 100 | 100 | July 14, 2015/ PRC/limited liability company | RMB8,000,000,000 | Sales of software products and provision of related services | Beijing, PRC | (v) | | Shenzhen Horizon Robotics Technology Co., Ltd. (深圳地平線機器人科技有限公司) | 100 | 100 | 100 | 100 | 100 | July 2, 2015/ PRC/limited liability company | RMB1,500,000,000 | Sales of software products and provision of related services | Shenzhen, PRC | (vi) |
| Name of entity | As at December 31, | | | As at June 30, | As at the date of this report | Date and place of incorporation/ establishment and kind of legal entity | Issued/registered share capital | Principal activities | Place of Operation | Note | |---|---|---|---|---|---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | | | | | | Horizon Journey (Shanghai) Technology Co., Ltd. (地平線征程(上海)科技有限公司)* | 100 | 100 | 100 | 100 | 100 | March 26, 2018/ PRC/limited liability company | RMB4,000,000,000 | Research and development of technology | Shanghai, PRC | (vii) | | D-Robotics** | – | – | 99.93 | 99.93 | 99.93 | September 27, 2023/Cayman Islands/limited liability company | US$1 | Holding company | Cayman Islands | (ix) |
Previously these subsidiaries were controlled by the Company through a series of contractual arrangements (collectively, the "Contractual Arrangements"). During the years ended December 31, 2021 and 2022, they became wholly-owned subsidiaries of the Company through equity transfers and termination of the Contractual Arrangements.
On June 25, 2024 D-Robotics, which was set up to streamline and operates the Group's non-automotive business, issued the following shares (the "D-Robotics Financing"):
• 43,940,218 class A ordinary shares of D-Robotics to three entities controlled by the three founders of the Company (Note 26(c));
• 87,500,000 class A ordinary shares of D-Robotics to D-GUA Brother LP (the "D-Robotics ESOP Platform"), the employee stock ownership platform of D-Robotics' with D-GUA Brother, Inc., a company solely owned by Dr. Kai Yu, as the general partner;
• 43,940,218 series A1 preferred shares of D-Robotics to D-Gua International Limited (the "D-Robotics Employee Trust"), a company of which the Company's CEO Dr. Kai Yu is the sole director;
At the beginning of the year/period ··· Capital injection to subsidiaries ······· Deemed investments relating to share-based payments ··············· Impairment loss recognized ·········· Exchange differences ················· At the end of the year/period ·········
Impairment loss of RMB459,565,000 was recognized for the year ended December 31, 2021 against a subsidiary of the Group which was loss-making over multiple years and had net liability position as at December 31, 2021.
Impairment loss of RMB10,000,000 was recognized for the year ended December 31, 2022 against a subsidiary of the Group which was loss-making and had net liability position as at December 31, 2022.
Impairment loss of RMB345,000,000 was recognized for the year ended December 31, 2023 against a subsidiary of the Group which was loss-making over multiple years and had net liability position as at December 31, 2023.
Impairment loss of RMB244,000,000 was recognized for the period ended June 30, 2024 against subsidiaries of the Group which were loss-making and had net liability position as at June 30, 2024.
Deemed investments relating to share-based payments represent the deemed capital contributions to subsidiaries which arose from share-based payment transactions under which the employees of the subsidiaries were entitled to receive equity instruments of the Company.
The Company invested US$28,936,000 (RMB184,489,000), US$39,936,000 (RMB278,140,000), US$48,936,000 (RMB346,600,000) and US$54,936,000 (RMB391,520,000) share capital to its directly-owned subsidiaries as at December 31, 2021, 2022 and 2023 and June 30, 2024, respectively. The remaining are receivables due from its subsidiaries that the Company has determined not requiring repayment from these subsidiaries. These balances are in substance part of the Company's net investment in these subsidiaries.
The Company granted share options and RSUs directly to the employees of its subsidiaries and did not charge the relevant costs to the subsidiaries. In the consolidated financial statements, this transaction is treated as an equity-settled share-based payment expenses. In the separate financial statements of the Company, such amounts are recorded as part of the investments in the subsidiaries.
The amounts of investments accounted for using the equity method recognized in the consolidated statements of financial position are as follows:
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Associates | 11,697 | 47,716 | 19,780 | 30,963 | | Joint ventures | 15,385 | 16,318 | 1,087,879 | 822,532 | | | 27,082 | 64,034 | 1,107,659 | 853,495 |
The movements of investments in associates and joint ventures during the Track Record Period are as below:
| | Years ended December 31, | | | Six months ended June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | At the beginning of the year/period | 13,921 | 27,082 | 64,034 | 1,107,659 | | Additions | 15,691 | 71,250 | 1,453,000 | 35,381 | | Share of results of associates and joint ventures | (2,530) | (34,298) | (112,074) | (181,633) | | Elimination of unrealized profits and losses from downstream transactions | – | – | (297,301) | (113,305) | | Currency translation differences | – | – | – | 5,393 | | At the end of the year/period | 27,082 | 64,034 | 1,107,659 | 853,495 |
The associates and joint ventures of the Group have been accounted for using the equity method based on the financial information of the associates and joint ventures prepared under the accounting policies consistent with the Group.
The Company grants RSUs to the employees of its joint ventures and does not charge the relevant costs to these joint ventures. In the separate financial statement, the Company capitalizes the grant date fair value of related RSUs as additional cost of investment in these joint ventures. In consolidated financial statements, as other joint venturers do not provide an equivalent contribution into the joint venture, the Company records all related share-based payment expenses when applying equity method accounting during the six months ended June 30, 2024.
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | **Commitments – joint ventures** | | | | | | Commitment to provide funding for joint ventures' capital commitments | 13,719 | 13,719 | 1,729,334 | 1,988,669 | | **Commitments – associates** | | | | | | Commitment to provide funding for associates' capital commitments | 1,100 | 1,600 | 1,600 | 109,740 | | | 14,819 | 15,319 | 1,730,934 | 2,098,409 |
Besides the above-mentioned commitments, there are no commitments and contingent liabilities relating to the Group's interests in associates and joint ventures.
I'll translate this Chinese IPO prospectus chunk. However, I notice that this chunk is already written entirely in English - it appears to be the English version of the prospectus. The text contains no Chinese characters to translate.
The content as provided is already in English and includes: - Details about CARIZON joint venture establishment - Financial information about the joint venture - A financial summary table with figures
Since this chunk (43/106) appears to already be in English, I'll reproduce it faithfully as requested:
In November 2023, Carizon (Beijing) Technology Co., Ltd ("CARIZON") was established pursuant to a joint venture agreement (the "Joint Venture Agreement") entered into between CARIAD Estonia AS ("CARIAD"), an affiliate of Volkswagen Group ("Volkswagen") and Horizon Together Holding Ltd. ("Horizon Together"), a subsidiary of the Company, dated November 17, 2022. Pursuant to the Joint Venture Agreement, Horizon Together and CARIAD holds 40% and 60% of the equity interest in CARIZON, respectively. The total registered capital of CARIZON is RMB6,757,000,000, of which Horizon Together shall contribute RMB2,703,000,000. As at June 30, 2024, Horizon Together has contributed share capital of RMB1,351,000,000. And it shall pay the second instalment of RMB811,000,000 in the year 2024, and the third instalment of RMB541,000,000 in the year 2025. Neither CARIAD or Horizon Together may transfer equity interests in CARIZON without the other party's prior written consent, subject to customary right of first offer, right of first refusal and transfer among affiliates conditions. At any time after January 1, 2027, CARIAD has the right but not the obligation, at its discretion, to make an offer to Horizon Together to purchase all but not less than all of the equity interest held by Horizon Together as of the date of the offer at fair market value.
CARIZON engages in the business of research and development, manufacture of autonomous driving application software and self-driving systems, and it also provides aftersales services, training, consulting, testing and technical services relating to its products.
As decisions about activities significantly affecting CARIZON's returns require the unanimous consent of Horizon Together and CARIAD, CARIZON is jointly controlled by both parties and therefore the Group applied equity method to account for its investment in CARIZON.
In December 2023, April 2024, and June 2024, the Group entered into agreements with CARIZON to provide various IP licenses and technical services, and product solutions. For the year ended December 31, 2023, the Group recorded RMB750,000,000 and RMB174,000,000 revenues from the licenses and services delivered to CARIZON, respectively. For the six months ended June 30, 2024, the Group recorded RMB455,800,000, RMB423,000, RMB883,000 revenues from the licenses, services, and product solutions delivered to CARIZON. The licenses were recognized as intangible assets at cost by CARIZON and are being amortized on straight-line basis over its estimated useful life of three years, while the technical services are recorded as research and development expenses in its statement of profit or loss by CARIZON. The product solutions were recognized as property, plant and equipment at cost by CARIZON and are being depreciated on straight-line basis over its estimated useful life of 2 years. For the year ended December 31, 2023 and the six months ended June 30, 2024, RMB296,704,000 and RMB105,236,000 unrealised gains from the abovementioned transactions with CARIZON, being 40% of the change of relevant intangible assets' net carrying amount on the statement of financial position of CARIZON for the period ended December 31, 2023 and June 30, 2024, and RMB222,000 unrealised gains from abovementioned transactions with CARIZON, being 40% of the change of relevant property, plant and equipment net carrying amount on the statement of financial position of CARIZON for the period ended June 30, 2024, are eliminated to the extent of the Group's interest in CARIZON.
In addition to the registered capital of CARIZON, Horizon Together and CARIAD each undertakes to make further contributions (the "Further Contributions") to CARIZON by instalment in accordance with the Joint Venture Agreement. The amount of the Further Contributions that Horizon Together undertakes to pay is calculated based on the actual receipts by the Group for specified IPs licensed to CARIZON multiplied by specific ratios. And CARIAD shall further contribute such amounts proportionately to keep relative shareholding percentage between the two parties unchanged. As of June 30, 2024, the Group's commitment of the Further Contributions is RMB610,200,000.
The tables below provide summarised financial information of CARIZON. The information disclosed reflects the amounts presented in the financial statements of CARIZON. They have been amended to reflect adjustments made by the Company when using the equity method before inter-company eliminations.
| | Year ended December 31, 2023 RMB'000 | As at June 30, 2024 RMB'000 | |---|---|---| | Gross amounts of the material joint venture | | | | Current assets | | | | Cash and cash equivalents | 2,320,766 | 1,624,997 | | Prepayments | 78,111 | 20,443 | | Other receivables | – | 3,440 | | Total current assets | 2,398,877 | 1,648,880 | | Non-current assets | 848,006 | 1,237,086 | | Current liabilities | (90,371) | (109,460) | | Non-current liabilities | – | (35,871) | | Net assets | 3,156,512 | 2,740,635 | | Interest income | 131 | | | Depreciation and amortization | (21,848) | | | Loss for the year/period | (221,488) | | | Total comprehensive loss | (221,488) | | | Reconciliation to carrying amount: | | | | Opening net assets at 1 January | | | | Capital injection | | | | Loss for the year/period | | |
Group's share in % ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Group's share in RMB ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Elimination of unrealized profits or losses from downstream transactions ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Currency translation differences ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Carrying amount ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
In addition to the interests in joint ventures disclosed above, the group also has interests in a number of individually immaterial associates and joint ventures that are accounted for using the equity method.
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Aggregate carrying amount of individually immaterial associates and joint ventures | 27,082 | 64,034 | 141,758 | 154,010 | | Aggregate amounts of the Group's share of Loss for the year/period | (2,530) | (34,298) | (23,479) | (12,492) |
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Current income tax | (11) | (4,699) | (5,976) | (3,593) | (9,772) | | Deferred income tax (Note 30) | 26,661 | 8,972 | 11,051 | 103 | 681 | | Income tax (expense)/benefit | 26,650 | 4,273 | 5,075 | (3,490) | (9,091) |
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.
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to its shareholders, no Cayman Islands withholding tax will be imposed.
Under the current Hong Kong Inland Revenue Ordinance, from the year of assessment 2018/2019 onwards, the subsidiaries in Hong Kong are subject to profits tax at the rate of 8.25% on assessable profits up to HK$2 million, and 16.5% on any part of assessable profits over HK$2 million. The payments of dividends by these companies to their shareholders are not subject to any Hong Kong withholding tax.
Under the PRC Enterprise Income Tax Law ("EIT Law"), the standard enterprise income tax rate is 25%. Preferential tax treatments are granted to entities qualify as "Software Enterprises", "Key Software Enterprises" and/or "High and New Technology Enterprises" ("HNTEs").
The aforementioned preferential tax rates are subject to annual review by the relevant tax authorities in mainland China. Five major subsidiaries of the Company were entitled to a preferential corporate income tax rate of 15%. During the Track Record Period they have obtained their High and New Technology Enterprises ("HNTE") status, and hence they are entitled to a preferential tax rate of 15% for a three-year period. This status is subject to a requirement that they reapply for HNTE status every three years. The Company will apply for the renewal of the HNTE status for all of these subsidiaries, and the Company believes it is more likely than not that each of these subsidiaries will continue to qualify as a HNTE after the three-year period. Therefore, deferred tax of these entities were calculated at a rate of 15% starting from the year when they were accredited as HNTEs.
All other major mainland China incorporated entities of the Company were subject to a 25% income tax rate for all the years presented.
According to the relevant laws and regulations promulgated by the State Taxation Administration of the PRC, enterprises engaging in research and development activities are entitled to claim 175% from 2018 onwards (subsequently raised to 200% from 2022 onwards) of their research and development expenses incurred as tax deductible expenses when determining their assessable profits for that year (the "Super Deduction").
The income tax on the Group's loss before income tax differs from the theoretical amount that would arise using the enacted tax rate applicable to losses of the subsidiaries as follows:
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | | | | | (Unaudited) | | | Loss before income tax | (2,090,200) | (8,724,701) | (6,744,128) | (1,885,001) | (5,089,014) | | Income tax calculated at PRC statutory income tax rate (25%) | (522,550) | (2,181,175) | (1,686,032) | (471,251) | (1,272,254) | | Tax effect of: | | | | | | | - Effect of different tax rates in other jurisdictions | 205,160 | 1,711,835 | 1,227,408 | 199,890 | 1,060,666 | | - Preferential income tax rates applicable to subsidiaries | 127,956 | 200,571 | 173,430 | 101,740 | 85,673 | | - Expense not deductible for tax purposes (b) | 21,047 | 22,737 | 53,424 | 29,499 | 32,139 | | - Tax losses and other temporary difference not recognized as deferred tax assets (a) | 222,767 | 414,130 | 475,953 | 282,285 | 322,128 | | - Super deduction for research and development | (81,030) | (172,371) | (249,258) | (138,673) | (219,261) | | Income tax expense/(benefit) | (26,650) | (4,273) | (5,075) | 3,490 | 9,091 |
Computers and electronic equipment | Leasehold improvements | Vehicles and vehicle devices | Office furniture and equipment | Construction in Progress | Total RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000
Six months ended June 30, 2024 Opening net book amount | 178,673 | 19,132 | 34,385 | 3,773 | 197,298 | 433,261 Additions | 46,725 | 2,657 | 11,484 | 435 | 96,472 | 157,773 Increase in capitalized interest | – | – | – | – | 652 | 652 Disposals | (158) | – | (196) | (4) | – | (358) Depreciation charge | (32,231) | (5,708) | (5,051) | (705) | – | (43,695) Currency translation differences | (15) | – | (4) | (1) | – | (20) Closing net book amount | 192,994 | 16,081 | 40,618 | 3,498 | 294,422 | 547,613
At June 30, 2024 Cost | 424,165 | 57,524 | 59,743 | 9,598 | 294,422 | 845,452 Accumulated depreciation | (231,171) | (41,443) | (19,125) | (6,100) | – | (297,839) Net book amount | 192,994 | 16,081 | 40,618 | 3,498 | 294,422 | 547,613
The Group only recognizes deferred income tax assets for cumulative tax losses if it is probable that future taxable amounts will be available to utilize those tax losses. The Company anticipated that it was more likely than not that RMB12,927,737,000 net operating losses from PRC entities would not be utilized based on its estimate of the operating performance of these PRC entities. RMB392,338,000 net operating losses of entities not qualified as HNTEs are expected to expire during periods between the six months ended June 30, 2024 and the year ending December 31, 2030. And RMB12,535,399,000 net operating losses of those of entities qualified as HNTEs are expected to expire during periods between the six months ended June 30, 2024 and the year ending December 31, 2035.
The "expense not deductible for tax purpose" mainly comprises share-based payment expenses relating to the share-based awards granted by the Company to the employees of the Company's PRC subsidiaries. These share-based payment expenses were non-deductible for tax purpose during the Track Record Period according to the applicable tax regulations.
The basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of outstanding ordinary shares issued during the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024.
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 (Unaudited) | 2024 | | Loss attributable to ordinary shareholders of the Company (RMB'000) | (2,061,293) | (8,719,410) | (6,739,021) | (1,888,475) | (5,098,088) | | Weighted average number of ordinary shares in issue-basic and diluted (in "000") | 2,537,306 | 2,606,337 | 2,700,123 | 2,673,580 | 2,813,597 | | Loss per share (expressed in RMB per share)-basic and diluted | (0.81) | (3.35) | (2.50) | (0.71) | (1.81) |
Basic and diluted loss per ordinary share is computed using the weighted average number of ordinary shares outstanding during the year. Both Class A, Class B ordinary shares and vested RSUs are included in the calculation of the weighted average number of ordinary shares outstanding.
The Company has four categories of dilutive potential ordinary shares: preferred shares, convertible loan, unvested RSU, and share options. As the Group incurred losses for the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024, the dilutive potential ordinary shares were not included in the calculation of diluted loss per share as their inclusion would be anti-dilutive. Accordingly, diluted loss per share for the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024 are the same as basic loss per share of the respective years.
| | Computers and electronic equipment | Leasehold improvements | Vehicles and vehicle devices | Office furniture and equipment | Construction in Progress | Total | |---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | At January 1, 2021 (Unaudited) | | | | | | | | Cost | 135,844 | 26,118 | 13,353 | 5,825 | – | 181,140 | | Accumulated depreciation | (74,305) | (7,169) | (4,917) | (2,312) | – | (88,703) | | Net book amount | 61,539 | 18,949 | 8,436 | 3,513 | – | 92,437 | | Year ended December 31, 2021 | | | | | | | | Opening net book amount | 61,539 | 18,949 | 8,436 | 3,513 | – | 92,437 | | Additions | 56,784 | 5,481 | 11,627 | 317 | 4,877 | 79,086 | | Disposals | (376) | (26) | (22) | (284) | – | (708) | | Depreciation charge | (36,638) | (5,932) | (3,369) | (1,049) | – | (46,988) | | Currency translation differences | 56 | – | (8) | (9) | – | 39 | | Closing net book amount | 81,365 | 18,472 | 16,664 | 2,488 | 4,877 | 123,866 | | At December 31, 2021 | | | | | | | | Cost | 190,914 | 31,208 | 24,924 | 5,703 | 4,877 | 257,626 | | Accumulated depreciation | (109,549) | (12,736) | (8,260) | (3,215) | – | (133,760) | | Net book amount | 81,365 | 18,472 | 16,664 | 2,488 | 4,877 | 123,866 | | Year ended December 31, 2022 | | | | | | | | Opening net book amount | 81,365 | 18,472 | 16,664 | 2,488 | 4,877 | 123,866 | | Additions | 82,526 | 22,516 | 15,213 | 3,561 | 36,812 | 160,628 | | Increase in capitalized interest | – | – | – | – | 10 | 10 | | Disposals | (102) | – | (433) | (258) | – | (793) | | Depreciation charge | (44,010) | (10,978) | (6,563) | (1,386) | – | (62,937) | | Currency translation differences | 73 | – | 85 | 13 | – | 171 | | Closing net book amount | 119,852 | 30,010 | 24,966 | 4,418 | 41,699 | 220,945 | | At December 31, 2022 | | | | | | | | Cost | 272,290 | 53,724 | 37,754 | 8,452 | 41,699 | 413,919 | | Accumulated depreciation | (152,438) | (23,714) | (12,788) | (4,034) | – | (192,974) | | Net book amount | 119,852 | 30,010 | 24,966 | 4,418 | 41,699 | 220,945 | | Year ended December 31, 2023 | | | | | | | | Opening net book amount | 119,852 | 30,010 | 24,966 | 4,418 | 41,699 | 220,945 | | Additions | 116,603 | 1,143 | 20,942 | 797 | 154,295 | 293,780 | | Increase in capitalized interest | – | – | – | – | 1,304 | 1,304 | | Disposals | (1,710) | – | (4,829) | (5) | – | (6,544) | | Depreciation charge | (56,096) | (12,021) | (6,705) | (1,440) | – | (76,262) | | Currency translation differences | 24 | – | 11 | 3 | – | 38 | | Closing net book amount | 178,673 | 19,132 | 34,385 | 3,773 | 197,298 | 433,261 | | At December 31, 2023 | | | | | | | | Cost | 378,116 | 54,867 | 48,499 | 9,185 | 197,298 | 687,965 | | Accumulated depreciation | (199,443) | (35,735) | (14,114) | (5,412) | – | (254,704) | | Net book amount | 178,673 | 19,132 | 34,385 | 3,773 | 197,298 | 433,261 |
Six months ended June 30, 2024 Opening net book amount Additions Increase in capitalized interest Disposals Depreciation charge Currency translation differences Closing net book amount
| | Computers and electronic equipment | Leasehold improvements | Vehicles and vehicle devices | Office furniture and equipment | Construction in Progress | Total | |---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Opening net book amount | 178,673 | 19,132 | 34,385 | 3,773 | 197,298 | 433,261 | | Additions | 82,973 | 2,366 | 21,817 | 138 | 89,597 | 196,891 | | Increase in capitalized interest | – | – | – | – | 2,361 | 2,361 | | Disposals | (20) | – | (32) | – | – | (52) | | Depreciation charge | (41,376) | (6,067) | (5,921) | (686) | – | (54,050) | | Currency translation differences | 18 | – | 2 | 1 | – | 21 | | Closing net book amount | 220,268 | 15,431 | 50,251 | 3,226 | 289,256 | 578,432 |
| | Computers and electronic equipment | Leasehold improvements | Vehicles and vehicle devices | Office furniture and equipment | Construction in Progress | Total | |---|---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Cost | 460,782 | 57,233 | 70,223 | 9,326 | 289,256 | 886,820 | | Accumulated depreciation | (240,514) | (41,802) | (19,972) | (6,100) | – | (308,388) | | Net book amount | 220,268 | 15,431 | 50,251 | 3,226 | 289,256 | 578,432 |
Property, plant, and equipment are stated at historical cost less depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives or, in the case of leasehold improvements, the shorter lease term as follows:
- Computer and electronic equipment: 3–5 years - Leasehold improvements: Shorter of the lease terms or 5 years - Vehicles and vehicle devices: 5 years - Office furniture and equipment: 5 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in consolidated statement of profit or loss.
This note provides information for leases where the Group is a lessee.
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | **Right-of-use assets** | | | | | | Land-use right | 69,707 | 68,311 | 66,915 | 66,217 | | Office buildings | 100,519 | 188,379 | 135,934 | 106,285 | | Others | 758 | 1,667 | 14,520 | 18,766 | | **Total** | **170,984** | **258,357** | **217,369** | **191,268** | | **Lease liabilities** | | | | | | Current | 38,248 | 50,615 | 52,010 | 43,944 | | Non-current | 77,266 | 154,176 | 112,346 | 88,963 | | **Total** | **115,514** | **204,791** | **164,356** | **132,907** |
During the year ended December 31, 2021, the Group obtained a land-use right at the cost of RMB69,823,000. The land-use right was mortgaged as collateral for the Group's borrowings (Note 29).
Additions to office buildings leases during the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024 were RMB52,155,000, RMB75,493,000, RMB1,486,000, RMB11,000 and RMB12,761,000 respectively. Additions to others during the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024 were RMB779,000, RMB1,480,000, RMB14,264,000, RMB1,382,000 and RMB7,960,000 respectively.
Modifications to office buildings leases during the year ended December 31, 2022 and the six months ended June 30, 2024 were RMB54,792,000 and RMB(8,776,000). There were no significant modifications for the years ended December 31, 2023 and 2021 and the six months ended June 30, 2023.
The consolidated statements of profit or loss and the consolidated statements of cash flows contain the following amounts relating to leases:
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | **Depreciation charge of right-of-use assets** | | | | | | | Land-use right | 116 | 1,396 | 1,396 | 698 | 698 | | Office buildings | 29,924 | 41,940 | 49,346 | 24,586 | 22,927 | | Others | 22 | 571 | 1,411 | 450 | 3,714 | | **Total** | **30,062** | **43,907** | **52,153** | **25,734** | **27,339** |
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Interest expense (included in finance cost) | 4,711 | 7,548 | 8,651 | 4,585 | 3,789 | | Expense relating to short-term leases not included in lease liabilities | 3,904 | 4,647 | 3,910 | 1,915 | 1,994 |
The total cash outflows for lease payments during the years ended 31 December 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024 were RMB110,859,000, RMB53,657,000, RMB64,285,000, RMB31,652,000 and RMB32,232,000 respectively.
The Group leases properties, offices, land-use right and automobile leases as lessee. Lease contracts are typically made for fixed periods from 1 to 50 years. They are stated at cost less accumulated depreciation and accumulated impairment losses.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
• variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date
• the exercise price of a purchase option if the Group is reasonably certain to exercise that option
• payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option, and
• lease payments to be made under reasonably certain extension options are also included in the measurement of lease liabilities.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases of the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
• any lease payments made at or before the commencement date less any lease incentives received, and
• any initial direct costs.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.
Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less without a purchase option.
The Group's lease payments are deductible upon payment for tax purposes. In accounting for the deferred tax relating to the lease, the Group separately accounts for the deferred taxation on the taxable temporary difference and the deductible temporary difference, which upon initial recognition are equal and offset to zero. Deferred tax is recognised on subsequent changes to the taxable and temporary differences.
| | Licensed technology RMB'000 | Computer software RMB'000 | Total RMB'000 | |---|---|---|---| | **At January 1, 2021 (Unaudited)** | | | | | Cost | 179,864 | 59,804 | 239,668 | | Accumulated amortization | (101,059) | (29,464) | (130,523) | | Net book amount | 78,805 | 30,340 | 109,145 | | **Year ended December 31, 2021** | | | | | Opening net book amount | 78,805 | 30,340 | 109,145 | | Additions | 130,962 | 33,983 | 164,945 | | Amortization charge | (57,046) | (19,604) | (76,650) | | Closing net book amount | 152,721 | 44,719 | 197,440 | | **At December 31, 2021** | | | | | Cost | 310,826 | 93,787 | 404,613 | | Accumulated amortization | (158,105) | (49,068) | (207,173) | | Net book amount | 152,721 | 44,719 | 197,440 | | **Year ended December 31, 2022** | | | | | Opening net book amount | 152,721 | 44,719 | 197,440 | | Additions | 219,559 | 88,197 | 307,756 | | Amortization charge | (129,838) | (56,283) | (186,121) | | Closing net book amount | 242,442 | 76,633 | 319,075 | | **At December 31, 2022** | | | | | Cost | 530,386 | 181,984 | 712,370 | | Accumulated amortization | (287,944) | (105,351) | (393,295) | | Net book amount | 242,442 | 76,633 | 319,075 | | **Year ended December 31, 2023** | | | | | Opening net book amount | 242,442 | 76,633 | 319,075 | | Additions | 143,767 | 68,380 | 212,147 | | Amortization charge | (160,459) | (67,857) | (228,316) | | Closing net book amount | 225,750 | 77,156 | 302,906 | | **At December 31, 2023** | | | | | Cost | 674,153 | 250,364 | 924,517 | | Accumulated amortization | (448,403) | (173,208) | (621,611) | | Net book amount | 225,750 | 77,156 | 302,906 |
ACCOUNTANT'S REPORT | | Licensed technology | Computer software | Total | |---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 |
Six months ended June 30, 2024 | Opening net book amount | 225,750 | 77,156 | 302,906 | | Additions | 110,713 | 11,507 | 122,220 | | Amortization charge | (109,348) | (32,246) | (141,594) | | Closing net book amount | 227,115 | 56,417 | 283,532 |
At June 30, 2024 | Cost | 784,866 | 261,871 | 1,046,737 | | Accumulated amortization | (557,751) | (205,454) | (763,205) | | Net book amount | 227,115 | 56,417 | 283,532 |
Amortization expenses have been charged to the consolidated statements of profit or loss as follows:
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | RMB'000 | | Research and development expenses | 76,030 | 181,106 | 222,599 | 107,678 | 140,980 | | Administrative expenses | 620 | 5,015 | 5,712 | 962 | 611 | | Selling and marketing expense | – | – | 5 | 2 | 3 | | Total amortization expenses charged to profit or loss | 76,650 | 186,121 | 228,316 | 108,642 | 141,594 |
Separately acquired licensed technologies are shown at historical cost. They have limited useful lives and are subsequently carried at cost less accumulated amortisation and impairment losses.
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire the specific software.
Research expenditure is recognized as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new and improved products) are recognized as intangible assets when the following criteria are met:
• Adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and
• The expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalized as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.
Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.
The Group amortises intangible assets with a limited useful life using the straight-line method over the following periods:
| Financial assets | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at June 30, 2024 RMB'000 | |---|---|---|---|---| | **Financial assets measured at FVPL:** | | | | | | Investments in unlisted companies | 46,338 | 68,838 | 80,825 | 85,639 | | Commitment derivative | – | 13,017 | – | – | | **Financial assets measured at amortized cost:** | | | | | | Trade and note receivables | 169,355 | 420,672 | 541,091 | 709,933 | | Other receivables and other current and non-current assets (excluding deductible input VAT) | 16,414 | 26,367 | 40,471 | 24,744 | | Term deposits | 1,284,293 | 1,204,365 | – | – | | Restricted cash | 18,368 | 8,566 | 717,814 | 734,981 | | Cash and cash equivalents | 8,050,034 | 6,608,657 | 11,359,641 | 10,452,449 | | **Total** | **9,584,802** | **8,350,482** | **12,739,842** | **12,007,746** |
| Financial liabilities | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at June 30, 2024 RMB'000 | |---|---|---|---|---| | **Financial liabilities at amortised cost:** | | | | | | Trade payables and accruals and other payables (excluding non-financial liabilities) | 262,271 | 247,133 | 405,222 | 255,411 | | Lease liabilities | 115,514 | 204,791 | 164,356 | 132,907 | | Borrowings | – | 12,515 | 112,844 | 243,895 | | **Financial liabilities at fair value through profit or loss:** | | | | | | Preferred shares | 18,341,195 | 26,451,328 | 33,509,674 | 37,789,020 | | Convertible loan | – | – | 5,729,904 | 5,993,639 | | **Total** | **18,718,980** | **26,915,767** | **39,922,000** | **44,414,872** |
| | As at December 31, 2021 RMB'000 | As at December 31, 2022 RMB'000 | As at December 31, 2023 RMB'000 | As at June 30, 2024 RMB'000 | |---|---|---|---|---| | **Non-current:** | | | | | | Trade receivables | | | | | | Third party debtors | – | – | – | 24,755 | | Total trade and note receivables, gross | – | – | – | 24,755 | | Less: Credit loss allowance | – | – | – | (2,423) | | | – | – | – | 22,332 | | **Current:** | | | | | | | 2,350 | 68,666 | 3,434 | 560 | | | 169,332 | 336,385 | 504,820 | 716,167 | | | 8,390 | 38,440 | 76,190 | 64,937 | | Total current trade and note receivables, gross | 180,072 | 443,491 | 584,444 | 781,664 | | Less: Credit loss allowance | (10,717) | (22,819) | (43,353) | (94,063) | | Total current trade and note receivables, net | 169,355 | 420,672 | 541,091 | 687,601 | | **Total trade and note receivables, net** | **169,355** | **420,672** | **541,091** | **709,933** |
Current: Note receivables ў ў ў ў ў ў ў ў ў ў ў ў Trade receivables Third party debtors ў ў ў ў ў ў ў ў ў ў Related parties ў ў ў ў ў ў ў ў ў ў ў ў Total trade and note receivables, gross ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў Less: Credit loss allowance ў ў ў ў ў ў
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Up to 3 months | 100,939 | 314,173 | 361,866 | 438,944 | | 3 to 6 months | 30,802 | 67,445 | 89,163 | 59,090 | | 6 to 9 months | 19,009 | 23,863 | 61,020 | 169,568 | | 9 to 12 months | 407 | 1,443 | 10,097 | 42,771 | | Over 12 months | 28,915 | 36,567 | 62,298 | 96,046 | | Total | 180,072 | 443,491 | 584,444 | 806,419 |
The Group's credit risk management is disclosed in Note 3.1 to the consolidated statement of financial position.
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | **Non-current:** | | | | | | Rental deposits | 13,359 | 17,067 | 16,856 | 17,590 | | Other receivables | 2,627 | 2,058 | 1,544 | 1,392 | | Prepayments for property, plant and equipment | 16,151 | 6,266 | 12,826 | 10,445 | | Prepayments for intangible assets | 142 | 4,027 | 2,824 | 4,286 | | Prepayments for construction in progress | – | 33,401 | 61 | 13,423 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Prepaid bonuses | – | – | 51,602 | 38,417 | | Trade receivables | – | – | – | 24,755 | | Less: Credit loss allowance | – | – | – | (2,423) | | **Total prepayments and other non-current assets** | **32,279** | **62,819** | **85,713** | **107,885** | | **Current:** | | | | | | Input VAT to be deducted | 61,449 | 32,169 | 23,345 | 73,424 | | Prepayments to suppliers | 221,118 | 154,152 | 65,284 | 64,629 | | Prepaid bonuses | – | – | 26,370 | 26,370 | | Rental and other deposits | 80 | 399 | 1,332 | 2,840 | | Other receivables | 348 | 6,843 | 2,356 | 1,350 | | Amounts due from a related party | – | – | 18,383 | 1,572 | | Deferred listing expense | – | – | – | 3,667 | | Commitment derivative (i) | – | 13,017 | – | – | | Less: Credit loss allowance | (3) | (128) | (341) | (117) | | **Total prepayments and other current assets** | **282,992** | **206,452** | **136,729** | **173,735** | | **Total prepayments, other current assets and other non-current assets** | **315,271** | **269,271** | **222,442** | **281,620** |
Total prepayments, other current assets and other assets are mainly denominated in RMB.
(i) The Company's commitment derivative represents its commitment to issue convertible loan to CARIAD at a predetermined loan amount commencing from sign-off of corresponding agreements till the Company received the loan amount. The commitment is accounted for as a derivative and recorded as a financial asset at FVPL.
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Finished goods | 61,842 | 100,675 | 359,755 | 287,918 | | Working in progress | 57,208 | 267,271 | 431,649 | 424,210 | | Raw materials | 11,845 | 11,309 | 22,763 | 8,447 | | Contract fulfilment costs | 159 | 1,687 | 1,455 | 909 | | Inventories, gross | 131,054 | 380,942 | 815,622 | 721,484 | | Less: provision for impairment | (17,142) | (17,410) | (24,724) | (18,385) | | **Inventories, net** | **113,912** | **363,532** | **790,898** | **703,099** |
The provision for impairment of inventories recorded as cost of sales during the years ended December 31, 2021, 2022, and 2023 and the six months ended June 30, 2023 and 2024 were RMB4,896,000, RMB369,000, RMB7,314,000, RMB4,000 and RMB9,699,000, respectively.
The reversal of provision for impairment of inventories recorded as cost of sales during the years ended December 31, 2021, 2022, and 2023 and the six months ended June 30, 2023 and 2024 were RMB1,088,000, RMB101,000, nil, nil and RMB105,000, respectively.
During the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024, the cost of inventories sold included in "cost of sales" amounted to RMB119,075,000, RMB240,011,000, RMB384,787,000, RMB129,690,000 and RMB170,425,000 respectively.
Inventories are stated at the lower of cost and net realisable value. Cost mainly comprises bill of materials for processing hardware. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Cash at banks | 9,352,695 | 7,821,588 | 12,077,455 | 11,187,430 | | Less: restricted cash | (18,368) | (8,566) | (717,814) | (734,981) | | Less: term deposits with initial term of over three months | (1,284,293) | (1,204,365) | – | – | | **Cash and cash equivalents** | **8,050,034** | **6,608,657** | **11,359,641** | **10,452,449** | | **Balances per consolidated statement of cash flows** | **8,050,034** | **6,608,657** | **11,359,641** | **10,452,449** |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | RMB | 2,064,881 | 4,851,799 | 4,231,031 | | | US$ | 5,985,064 | 1,756,766 | 7,128,517 | | | HK$ | 89 | 92 | 93 | |
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | RMB | 14,055 | 5,425 | 5,423 | 5,423 | | US$ | 4,313 | 3,141 | 712,391 | 729,558 | | **Total** | **18,368** | **8,566** | **717,814** | **734,981** |
The restricted cash balance as at December 31, 2023 and June 30, 2024 mainly included a US$100,000,000 deposit in an escrow account set up according to the Joint Venture Agreement with CARIAD in order to secure and compensate CARIAD if the Group commits any material breach of the Joint Venture Agreement until the completion of a Qualified IPO.
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | US$ | 1,284,293 | 1,204,365 | – | – | | **Total** | **1,284,293** | **1,204,365** | **–** | **–** |
RMB ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў US$ ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў HK$ ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
| | 2021 | 2022 | 2023 | 2024 | |---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | RMB | 170,413 | 7,260 | 43,153 | 154,108 | | US$ | 2,986,910 | 724,355 | 3,192,369 | 1,698,426 | | HK$ | 44 | 45 | 46 | 47 | | **Total** | **3,157,367** | **731,660** | **3,235,568** | **1,852,581** |
| | Class A ordinary shares | | Class B ordinary shares | | |---|---|---|---|---| | | Number | Nominal value USD | Number | Nominal value USD | | **Authorised, US$0.0000025 each (a):** | | | | | | At January 1, 2021, December 31, 2021, 2022 and 2023 and June 30, 2024 | 2,350,582,688 | 5,876 | 9,271,123,237 | 23,178 |
| | Class A ordinary shares | | Class B ordinary shares | | |---|---|---|---|---| | | Number | Amount RMB'000 | Number | Amount RMB'000 | | **Issued and fully paid, US$0.0000025 each (b):** | | | | | | At January 1, 2021 (Unaudited) | 2,350,582,688 | 38 | 80,821,352 | 1 | | Transfer of shares among shareholders (b)(ii) | (18,174,122) | – | 18,174,122 | – | | At December 31, 2021 | 2,332,408,566 | 38 | 98,995,474 | 1 | | Transfer of shares among shareholders (b)(iii) | (26,476,041) | – | 26,476,041 | – | | At December 31, 2022 and 2023 and June 30, 2024 | 2,305,932,525 | 38 | 125,471,515 | 1 |
| | RMB'000 | |---|---| | At January 1, 2021 (Unaudited) | 99,593 | | Transfer of shares among shareholders (b)(ii) | 24,527 | | At December 31, 2021 | 124,120 | | Transfer of shares among shareholders (b)(iii) | 22,137 | | At December 31, 2022 and 2023 and June 30, 2024 | 146,257 |
During the Track Record Period, the authorized ordinary shares include 2,350,582,688 Class A ordinary shares of par value US$0.0000025 each, and 9,271,123,237 Class B ordinary shares of par value US$0.0000025 each. Each Class A ordinary share carries ten (10) votes at meetings of shareholders while each Class B ordinary share is entitled to one (1) vote. Each Class A ordinary share is convertible into one (1) Class B ordinary share at any time by the holder thereof, and Class B ordinary shares are not convertible into Class A ordinary shares or preferred shares under any circumstances. Upon any transfer of Class A ordinary shares by a holder thereof to any person or entity which is not an affiliate of such person, such Class A ordinary shares shall be automatically and immediately converted to the equal number of Class B ordinary shares.
Prior to the Track Record Period, the Company underwent two share splits. On December 11, 2017, the Company effected a 4-for-1 share split of all the issued and unissued ordinary shares and redeemable convertible preferred shares. On December 25, 2018, the Company effected another 10-for-1 share split of all issued and unissued ordinary shares and redeemable convertible preferred shares. After the two share splits, all information related to the Company's ordinary shares, redeemable convertible preferred shares and share-based awards has been retroactively adjusted to give effect to the share splits.
In March 2019, the Company issued 200,000,000 Class B ordinary shares to one of the founders, which were reserved for the future exercise of certain options granted to employees. These ordinary shares were not considered outstanding from accounting perspective and are disclosed as treasury shares and deducted from contributed equity. On December 1, 2021, these reserved ordinary shares were cancelled by the Company.
In October 2021, 18,174,122 Class A ordinary shares held by a founder were transferred to an investor. These transferred Class A ordinary shares were automatically converted to Class B ordinary shares. The RMB24,527,000 excess of the transaction price over the fair value of the Class A ordinary shares, with reference to a third-party valuation report, was considered compensatory in nature in exchange for service of the founder, and therefore was recognized as share-based payment expense and credited to share premium.
2021年4月，本公司创始人同意将其当时持有的26,476,041股A类普通股转让给一名投资者。根据第三方估值报告，协议日期A类普通股公允价值与交易价格之间的差额人民币22,137,000元，被认为具有补偿性质，以换取创始人提供的服务，因此被确认为股份支付费用并贷记至其他储备。2022年4月，上述26,476,041股A类普通股的转让完成，相关其他储备随即转入股份溢价。
| | 股份支付 | 与信用风险变动相关的公允价值变动 | 法定储备 | 货币折算差额 | 回购非控制性权益 | 合计 | |---|---|---|---|---|---|---| | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | 2021年1月1日（未经审计） | 187,610 | 304,672 | 1,198 | 401,801 | – | 895,281 | | 股份支付——股份激励计划（附注26(a)） | 149,705 | – | – | – | – | 149,705 | | 股份支付——创始人普通股转让（附注24(b)(iii)） | 22,137 | – | – | – | – | 22,137 | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | 257,022 | – | – | – | 257,022 | | 货币折算差额 | – | – | – | 270,243 | – | 270,243 | | 提取法定储备 | – | – | 36 | – | – | 36 | | 2021年12月31日 | 359,452 | 561,694 | 1,234 | 672,044 | – | 1,594,424 | | 股份支付——股份激励计划（附注26(a)） | 173,698 | – | – | – | – | 173,698 | | 股份支付——创始人普通股转让（附注24(b)(iii)） | (22,137) | – | – | – | – | (22,137) | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | 406,335 | – | – | – | 406,335 | | 货币折算差额 | – | – | – | (898,171) | – | (898,171) | | 提取法定储备 | – | – | 103 | – | – | 103 | | 购买非控制性权益 | – | – | – | – | (6,743) | (6,743) | | 2022年12月31日 | 511,013 | 968,029 | 1,337 | (226,127) | (6,743) | 1,247,509 |
| | 股份支付 | 与信用风险变动相关的公允价值变动 | 法定储备 | 货币折算差额 | 回购非控制性权益 | 合计 | |---|---|---|---|---|---|---| | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | 股份支付——股份激励计划（附注26(a)） | 341,751 | – | – | – | – | 341,751 | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | (457,686) | – | – | – | (457,686) | | 货币折算差额 | – | – | – | (371,859) | – | (371,859) | | 提取法定储备 | – | – | 127 | – | – | 127 | | 2023年12月31日 | 852,764 | 510,343 | 1,464 | (597,986) | (6,743) | 759,842 | | 股份支付——股份激励计划（附注26(a)） | 223,733 | – | – | – | – | 223,733 | | 向合营企业员工的股份支付（附注13） | 3,961 | – | – | – | – | 3,961 | | 股份支付——D-Robotics向创始人发行的认股权证（附注26(c)） | 12,906 | – | – | – | – | 12,906 | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | (85,118) | – | – | – | (85,118) | | 货币折算差额 | – | – | – | (208,038) | – | (208,038) | | 2024年6月30日 | 1,093,364 | 425,225 | 1,464 | (806,024) | (6,743) | 707,286 |
| | 股份支付 | 与信用风险变动相关的公允价值变动 | 货币折算差额 | 合计 | |---|---|---|---|---| | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | 2021年1月1日（未经审计） | 187,610 | 304,672 | 269,041 | 761,323 | | 股份支付——股份激励计划（附注26(a)） | 149,705 | – | – | 149,705 | | 股份支付——创始人普通股转让（附注24(b)(iii)） | 22,137 | – | – | 22,137 | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | 257,022 | – | 257,022 | | 货币折算差额 | – | – | 179,417 | 179,417 | | 2021年12月31日 | 359,452 | 561,694 | 448,458 | 1,369,604 | | 股份支付——股份激励计划（附注26(a)） | 173,698 | – | – | 173,698 | | 股份支付——创始人普通股转让（附注24(b)(iii)） | (22,137) | – | – | (22,137) | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | 406,335 | – | 406,335 | | 货币折算差额 | – | – | (364,352) | (364,352) | | 2022年12月31日 | 511,013 | 968,029 | 84,106 | 1,563,148 | | 股份支付——股份激励计划（附注26(a)） | 341,751 | – | – | 341,751 | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | (457,686) | – | (457,686) | | 货币折算差额 | – | – | (162,805) | (162,805) | | 2023年12月31日 | 852,764 | 510,343 | (78,699) | 1,284,408 | | 2024年1月1日 | 852,764 | 510,343 | (78,699) | 1,284,408 | | 股份支付——股份激励计划（附注26(a)） | 223,733 | – | – | 223,733 | | 向合营企业员工的股份支付（附注13） | 3,961 | – | – | 3,961 | | 可转换可赎回优先股因自身信用风险导致的公允价值变动（附注28） | – | (85,118) | – | (85,118) | | 货币折算差额 | – | – | (121,786) | (121,786) | | 2024年6月30日 | 1,080,458 | 425,225 | (200,485) | 1,305,198 |
| | 截至12月31日止年度 | | | 截至6月30日止六个月 | |---|---|---|---|---| | | 2021年 | 2022年 | 2023年 | 2024年 | | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | 股份激励计划（附注26(a)） | 149,705 | 173,698 | 341,751 | 223,733 | | 向合营企业员工的股份支付（附注13） | – | – | – | 3,961 | | 股份支付——D-Robotics向创始人发行的认股权证（附注26(c)） | – | – | – | 12,906 | | 创始人普通股转让（附注24(b)(iii)） | 22,137 | (22,137) | – | – | | 合计 | 171,842 | 151,561 | 341,751 | 240,600 |
Share Incentive Plans (a) ў Transfer of founders' ordinary shares (b) ў ў ў ў Warrant of D-Robotics issued to founders (c) ў ў
In November 2015, the Company adopted the 2015 share incentive plan (the "2015 Share Incentive Plan"). On November 16, 2018, the 2018 share incentive plan (the "2018 Share Incentive Plan") was adopted by the Company to replace the 2015 Share Incentive Plan. As of June 30, 2024, the maximum number of shares that may be issued under the 2018 Share Incentive Plan was 1,516,134,974 Class B ordinary shares.
Under the 2015 Share Incentive Plan and the 2018 Share Incentive Plan, the Company have granted share options and RSUs to relevant directors and employees of the Company. The fair value of the services received in exchange for the grant of equity instruments (share options and RSUs) is recognised as an expense in the consolidated statements of profit or loss with a corresponding increase in other reserve.
The total amount to be expensed is determined by reference to the fair value of the options and RSUs granted:
• including the impact of any non-vesting conditions.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the Group revises its estimates of the number of shares that are expected to vest based on the service conditions. The expected retention rate of grantees was 94%, 92%, 92%, 92% and 92% respectively in 2021, 2022 and 2023 and six months ended June 30, 2023 and 2024. The Company recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
When the share options are exercised or the RSUs are settled, the Company issues new ordinary shares. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium.
Most of options and RSUs vest over a one-year or four-year requisite service period, depending on the terms of each award agreement. And granted options and RSUs generally follow one of the three vesting schedules ("Schedule A", "Schedule B", "Schedule C") below:
• Schedule A: 25% of the awards vest upon each of the four anniversaries of vesting commencement date;
• Schedule B: 50% of the awards vest upon the second anniversary of vesting commencement date, and 25% of the awards vest upon the third and fourth anniversary respectively;
• Schedule C: 100% of the awards vest on the first anniversary of vesting commencement date.
| | Weighted Average exercise price per share option US$ | Number of options | Weighted average fair value of options granted during the period US$ | Weighted-average remaining contract life | |---|---|---|---|---| | Outstanding at January 1, 2021 (Unaudited) | 0.11 | 378,086,175 | | | | Granted | 0.39 | 33,653,560 | 6.52 | | | Forfeited | 0.41 | (9,283,810) | | | | Outstanding at December 31, 2021 | 0.13 | 402,455,925 | | 5.75 | | Exercisable as of December 31, 2021 | 0.09 | 316,741,063 | | | | Granted | 0.47 | 4,570,000 | 0.09 | | | Forfeited | 0.40 | (4,075,000) | | | | Outstanding at December 31, 2022 | 0.13 | 402,950,925 | | 4.77 | | Exercisable as of December 31, 2022 | 0.11 | 367,420,775 | | | | Granted | – | – | 0.08 | | | Forfeited | 0.39 | (3,416,450) | | | | Outstanding at December 31, 2023 | 0.13 | 399,534,475 | | 3.74 | | Exercisable as of December 31, 2023 | 0.12 | 391,540,725 | | | | Granted | – | – | – | | | Forfeited | 0.45 | (30,000) | | | | Outstanding at June 30, 2024 | 0.13 | 399,504,475 | | 3.49 | | Exercisable as of June 30, 2024 | 0.12 | 392,436,975 | | |
Share options outstanding at the end of the year/period have the following expiry date and exercise prices:
| Grant Date | Expiry date | Exercise price per share option US$ | December 31, 2021 Number of share options | December 31, 2022 Number of share options | December 31, 2023 Number of share options | June 30, 2024 Number of share options | |---|---|---|---|---|---|---| | 2015 | 2025 | 0.000025 | 128,875,150 | 128,875,150 | 128,875,150 | 128,875,150 | | 2016 | 2026 | 0.000025–0.0625 | 46,726,740 | 46,726,740 | 46,726,740 | 46,726,740 | | 2017 | 2027 | 0.000025–0.09175 | 19,706,960 | 19,706,960 | 19,706,960 | 19,706,960 | | 2018 | 2028 | 0.00025–0.302 | 89,377,415 | 88,972,415 | 88,972,415 | 88,972,415 | | 2019 | 2029 | 0.001–0.3777 | 71,518,600 | 70,403,600 | 70,017,800 | 70,017,800 | | 2020 | 2030 | 0.05408–0.3777 | 17,140,000 | 16,465,000 | 16,084,350 | 16,084,350 | | 2021 | 2031 | 0.10249–0.4677 | 29,111,060 | 27,831,060 | 25,771,060 | 25,771,060 | | 2022 | 2032 | 0.4677 | – | 3,970,000 | 3,380,000 | 3,350,000 | | Total | | | 402,455,925 | 402,950,925 | 399,534,475 | 399,504,475 |
| | Number of RSUs | Weighted-average remaining contract life | Weighted average fair value of RSUs granted during the period US$ | |---|---|---|---| | Outstanding at January 1, 2021 (Unaudited) | 239,826,085 | | | | Granted | 82,172,450 | | 8.57 | | Forfeited | (8,567,966) | | | | Outstanding at December 31, 2021 | 313,430,569 | 5.49 | | | Vested | (68,726,325) | | | | Granted | 95,629,150 | | 7.66 | | Forfeited | (12,253,700) | | | | Outstanding at December 31, 2022 | 328,079,694 | 4.68 | | | Vested | (100,680,200) | | | | Granted | 115,578,700 | | 7.33 | | Forfeited | (15,183,750) | | | | Outstanding at December 31, 2023 | 327,794,444 | 4.27 | | | Vested | (63,426,000) | | | | Granted | 68,400,000 | | 9.60 | | Forfeited | (7,261,900) | | | | Outstanding at June 30, 2024 | 325,506,544 | 4.27 | |
RSUs outstanding at the end of the year/period have the following expiry date: | Grant Date | Expiry date | December 31, 2021 | December 31, 2022 | December 31, 2023 | June 30, 2024 | |---|---|---|---|---|---| | 2015 | 2025 | – | – | – | – | | 2016 | 2026 | 7,967,430 | 7,967,430 | 7,967,430 | 7,967,430 | | 2017 | 2027 | – | – | – | – | | 2018 | 2028 | 89,478,400 | 89,478,400 | 89,478,400 | 89,478,400 | | 2019 | 2029 | 20,013,439 | 19,863,439 | 19,713,439 | 19,713,439 | | 2020 | 2030 | 116,848,850 | 110,264,700 | 109,128,138 | 108,816,819 | | 2021 | 2031 | 79,122,450 | 76,530,965 | 71,322,215 | 71,272,215 | | 2022 | 2032 | – | 163,418,128 | 151,189,468 | 147,232,303 | | 2023 | 2033 | – | – | 211,762,686 | 209,862,696 | | 2024 | 2034 | – | – | – | 202,119,641 | | **Total** | | **313,430,569** | **467,523,062** | **660,561,776** | **856,462,943** |
The directors have used the discounted cash flow method to determine the underlying equity fair value of the Company and adopted the equity allocation model to determine the fair value of the underlying ordinary shares. Key assumptions, such as projections of future performance, are determined by the directors with best estimate.
Based on fair value of the underlying ordinary shares, the directors use binomial model to determine the fair value of the share options as of the grant date.
| | Year ended December 31, | | | Six months ended June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Risk-free interest rate | 1%~2% | 1%~2% | N/A | N/A | | Contractual term (in years) | 10 | 10 | N/A | N/A | | Volatility | 32.2%~32.7% | 36.7%~37.2% | N/A | N/A | | Expected dividend yield | 0% | 0% | N/A | N/A |
The fair value of RSUs at the grant date was determined by reference to the fair value of the underlying ordinary shares on the dates of grant.
| | Year ended December 31, | | | Six months ended June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Fair value of underlying ordinary shares (US$) | 0.25~0.26 | 0.26~0.37 | 0.37~0.47 | 0.47~0.55 |
Key assumptions used by directors to estimate the underlying ordinary shares' fair value are set as below:
| | Year ended December 31, | | | Six months ended June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Discount rate | 21% | 20% | 20% | 20% | | Risk-free interest rate | 0.26%-0.73% | 2.94%-4.11% | 3.73%-4.40% | 4.45%-5.45% | | DLOM | 8.0% | 5.5%-10.0% | 8.0%-9.5% | 4.0% | | Volatility | 45.78%-50.50% | 41.38%-47.17% | 40.77%-48.79% | 36.69%-41.72% |
The Group recognized share-based payment expenses in 2021 arising from certain ordinary shares transfer between founders and certain investors. For details, please see Note 24 (b) (ii) & (iii).
On June 25, 2024, during the D-Robotics Financing, 43,940,218 class A ordinary shares of D-Robotics were issued to the three founders of the Company. According to the Amended and Restated Memorandum of Association of D-Robotics, all these shares shall bear the interests, rights and privileges, provided that the unpaid shares shall not be entitled to any economic rights and/or interests (including the right to claim or receive any dividend, the right to claim or receive any distribution or otherwise any property upon the winding up, liquidation, bankruptcy or insolvency or dissolution of the D-Robotics).
As of June 30, 2024, among the class A ordinary shares of D-Robotics issued to the three founders of the Company, 413,435 shares have been fully paid at price specified in the share purchase agreement dated June 25, 2024. For the remaining unpaid shares, founders have the right to pay the consideration for these shares at the same price specified in share purchase agreement at any time to entitle the economic rights and interests of these unpaid shares. Founders have been in-substance granted a warrant without any condition to buy 43,526,783 class A ordinary shares of D-Robotics at the predetermined subscription price on June 25, 2024. The Group recognized share-based payment expenses of RMB 12,906,000 at the grant date fair value of the warrant which is derived using the Black-Scholes model. Significant assumptions including, 56.58% expected volatility and 4.25% risk-free interest rate are made by the directors with reference to a third-party valuation report.
Other payables – Payables for purchase of intangible assets – Payables for third-party service fees and deposit – Payables to certain former investors for preferred shares repurchase before Track Record Period – Payables for construction in progress – Payables for purchase of property, plant and equipment – Accrued warranty liabilities – Accrued listing expenses – Others
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Trade payables | 8,040 | 3,822 | 11,164 | 13,648 | | Income tax payable | 3 | 1,181 | 170 | 3,068 | | Other taxes payable | 13,791 | 31,263 | 142,448 | 34,861 | | Payables for purchase of intangible assets | 165,068 | 142,413 | 171,559 | 30,749 | | Payables for third-party service fees and deposit | 49,753 | 74,539 | 173,775 | 173,571 | | Payables to certain former investors for preferred shares repurchase before Track Record Period | 9,433 | 10,304 | 583 | 587 | | Payables for construction in progress | 12 | – | – | 8,960 | | Payables for purchase of property, plant and equipment | 3,812 | 2,500 | 2,490 | 4,620 | | Accrued warranty liabilities | 30,803 | – | – | 1,297 | | Accrued listing expenses | 10,500 | 29,965 | 12,243 | – | | Others | – | – | – | – | | | – | 2,490 | 3,768 | 16,099 | | **Total trade payables and accruals and other payables** | **278,565** | **282,067** | **551,608** | **297,960** |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Up to 3 months | 7,635 | 3,381 | 10,647 | 11,807 | | 3 to 6 months | 117 | 54 | – | 865 | | 6 months to 1 year | 18 | 33 | 262 | 708 | | 1 to 2 years | 259 | 119 | 12 | 14 | | Over 2 years | 11 | 235 | 243 | 254 | | **Total trade payables** | **8,040** | **3,822** | **11,164** | **13,648** |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | **Current liabilities** | | | | | | **Other payables** | | | | | | – Payables for third-party service fees | 6,680 | 4,304 | 712 | 14,380 | | – Amounts due to subsidiaries | – | – | – | 8,654 | | – Accrued listing expenses | – | – | – | 1,297 | | – Payables to certain former investors for preferred shares repurchase before Track Record Period | 9,433 | 10,304 | 583 | 587 | | – Others | 447 | 1,491 | 1,427 | 915 | | **Total trade payables and accruals and other payables** | **16,560** | **16,099** | **2,722** | **25,833** |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Deferred income in relation to financial subsidies | 7,570 | 15,652 | 61,954 | 47,603 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | **Preferred shares (a)** | | | | | | The Company (i) | 18,341,195 | 26,451,328 | 33,509,674 | 37,603,723 | | D-Robotics (ii) | – | – | – | 185,297 | | **Convertible loan (b)** | – | – | 5,729,904 | 5,993,639 | | **Total** | **18,341,195** | **26,451,328** | **39,239,578** | **43,782,659** |
Since the date of incorporation, the Company has completed several rounds of financing by issuing preferred shares to investors.
The details of the issuance are set out in the table below (after taking into consideration of share splits):
| | Issue price per share US$ | Number of shares as of January 1, 2021 | Number of shares as of June 30, 2024 | Total consideration received by June 30, 2024 US$'000 (Unaudited) | |---|---|---|---|---| | Series Seed-1 Preferred Shares | 0.02 | 820,000,000 | 820,000,000 | 12,551 | | Series Seed-2 Preferred Shares | 0.03 | 80,000,000 | 80,000,000 | 2,400 | | Series A Preferred Shares | 0.06 | 614,300,320 | 614,300,320 | 39,302 | | Series A1 Preferred Shares | 0.09 | 547,100,600 | 547,100,600 | 50,214 | | Series A3 Preferred Shares | 0.10 | 404,327,650 | 404,327,650 | 40,805 | | Series A5 Preferred Shares | 0.10 | 97,570,490 | 97,570,490 | 10,000 | | Series B1 Preferred Shares | 0.25 | 1,244,898,062 | 1,244,898,062 | 313,739 | | Series B2 Preferred Shares | 0.30 | 247,532,056 | 247,532,056 | 74,405 | | Series B3 Preferred Shares | 0.38 | 105,904,158 | 105,904,158 | 38,936 | | Series C Preferred Shares | 0.47 | 1,162,309,965 | 3,353,574,611 | 1,568,460 | | Series D Preferred Shares | 0.74 | – | 283,197,279 | 210,000 | | **Total** | | **5,323,943,301** | **7,798,405,226** | **2,360,812** |
The details of the movements of number of preferred shares issued during the Track Record Period are as follows:
| | Number of shares | |---|---| | Opening as of January 1, 2021 (unaudited) | 5,323,943,301 | | Issuance of Series C preferred shares | 2,105,739,361 | | **Outstanding as of December 31, 2021** | **7,429,682,662** | | Opening as of January 1, 2022 | 7,429,682,662 | | Issuance of Series C preferred shares | 85,525,285 | | **Outstanding as of December 31, 2022** | **7,515,207,947** | | Opening as of January 1, 2023 | 7,515,207,947 | | Issuance of Series D preferred shares | 283,197,279 | | **Outstanding as of December 31, 2023 and June 30, 2024** | **7,798,405,226** |
除非根据以下自动转换条款提前转换，否则优先股持有人可随时选择按初始转换比例1:1将优先股转换为相应数量的已全额缴付B类普通股，此后转换比例将因以下情形不时进行调整和再调整：(a) 股份分拆与合并；(b) 普通股股息及分配；(c) 其他股息；(d) 重组、合并、兼并、重新分类、交换、替换；(e) 稀释性发行。
每股优先股将按届时有效的转换价格，无需支付任何额外代价，自动转换为已全额缴付的B类普通股，转换时间以下列两者中较早者为准：(i) 合格首次公开发行（"合格IPO"）完成之日；或 (ii) 届时已发行各系列优先股各类别中至少三分之二（2/3）投票权的书面同意所指定的各类别转换日期。
优先股股东可在以下情形发生后的任何时间赎回其届时持有的全部或部分已发行股份：(i) 本公司未能在2026年12月31日之前完成合格IPO；(ii) 发生对交易文件或相关法律的重大违反或违规；或 (iii) 发生导致本公司首席执行官终止其与集团雇佣关系或失去对本公司控制权的任何其他情形。
每股待赎回股份的赎回价格应等于：(i) 各系列约定发行价格的100%加上每年10%的复利回报，以及 (ii) 各适用优先股已累积但未支付的股息。
赎回情形下，赎回价款将按以下顺序向优先股股东支付：首先支付给D系列优先股持有人，其次为C系列优先股持有人，再次为B1/B2/B3/B4系列优先股持有人，其后为A1/A2/A3/A4/A5系列优先股持有人，再后为A系列优先股持有人，最后为Seed-1/Seed-2系列优先股持有人。
每股优先股所享有的投票权等同于该优先股届时可转换的B类普通股数量所对应的投票权。
每位优先股股东有权按其以转换为普通股基准所持股份比例，按每年8%的单利年利率获得股息，但须以董事会宣派为前提，且为非累积性股息。股息分配顺序如下：首先分配给D系列优先股持有人，其次为C系列优先股持有人，再次为B1/B2/B3/B4系列优先股持有人，其后为A1/A2/A3/A4/A5系列优先股持有人，再后为A系列优先股持有人，再次为Seed-1/Seed-2系列优先股持有人，最后为普通股股东。
每位优先股股东有权优先于任何前序优先股及普通股持有人获得分配，所获金额等于每股优先股原始发行价格的110%，加上截至清算之日已宣派但未支付的全部股息。清算优先权金额的支付顺序如下：首先支付给D系列优先股持有人，其次为C系列优先股持有人，再次为B1/B2/B3/B4系列优先股持有人，其后为A1/A2/A3/A4/A5系列优先股持有人，再后为A系列优先股持有人，最后为Seed-1/Seed-2系列优先股持有人。在向全体优先股股东足额分配或支付清算优先权金额后，本公司可供分配的剩余资产（如有）应按各股东以转换为普通股基准所持普通股数量，由普通股股东与优先股股东按比例共同分配。若本公司剩余资产价值低于应向某特定系列优先股持有人支付的清算优先权总额，则本公司剩余资产应在该系列全体已发行优先股持有人之间按比例分配。
视同清算事件（定义见本公司备忘录及章程细则）包括：(1) 本公司及/或其附属公司与任何其他人进行任何合并、合并重组、协议安排或兼并，或其他重组，且本公司及/或其附属公司股东在该等合并、合并重组、兼并、协议安排或重组完成前所持股份在完成后合计少于
than fifty percent (50%) of the voting power of the surviving company immediately after such transaction; or (2) a sale, transfer, lease or other disposition of all or substantially all of the assets of the Company and/or its subsidiaries; or (3) exclusive and irrevocable licensing of all or substantially all of the Company and/or its subsidiaries' intellectual property to a third party.
A Deemed Liquidation Event shall be deemed to be a liquidation, dissolution or winding up of the Company, and any proceeds, whether in cash or properties, resulting from a Deemed Liquidation Event shall be distributed.
The Group does not bifurcate any embedded derivatives from the host instruments and designates the entire preferred share instruments as financial liabilities at fair value through profit or loss with the changes in the fair value recorded in the consolidated statements of profit or loss and the component of fair value changes relating to the Company's own credit risk is recognised in other comprehensive income. Amounts recorded in other comprehensive income related to credit risk are not subject to recycling in profit or loss but are transferred to retaining earnings when realized. Any directly attributable transaction costs are expensed as incurred.
The preferred shares issued by the Company have been presented as current liabilities as the preferred shares may be converted into ordinary shares at the option of the preferred shareholders at any time, and the conversion option doesn't meet the definition of equity instrument.
On June 25, 2024, the Company's subsidiary D-Robotics also has completed external financing by issuing preferred shares to investors.
| | Issue price per share US$ | Number of shares as of January 1, 2021 | Number of shares as of June 30, 2024 | Total consideration received by June 30, 2024 US$'000 (Unaudited) | |---|---|---|---|---| | Series A1 Preferred Shares | 0.33 | – | 77,717,395 | 26,000 | | | | – | 77,717,395 | 26,000 |
The details of the movements of number of preferred shares issued by D-Robotics during the Track Record Period are as follows:
| | Number of shares | |---|---| | Opening as of January 1, 2024 | – | | Issuance of Series A1 preferred shares | 77,717,395 | | Outstanding as of June 30, 2024 | 77,717,395 |
Unless converted earlier pursuant to the provisions with respect to automatic conversion as set out below, preferred shares shall be convertible, at the option of the holder thereof, at any time into such number of fully paid Class B ordinary shares at an initial conversion ratio of 1:1, and thereafter shall be subject to adjustment and readjustment from time to time for (a) share splits and combinations, (b) ordinary share dividends and distributions, (c) other dividends, (d) reorganizations, mergers, consolidations, reclassifications, exchanges, substitution, (e) dilutive issuance.
每股优先股应根据当时有效的转换价格，无需支付任何额外对价，在以下较早发生的情况下自动转换为已全额缴清的B类普通股：(i) 地平线机器人（D-Robotics）合格首次公开发行（"地平线机器人合格首次公开发行"）完成之时，或 (ii) 经当时已发行优先股表决权不低于三分之二（2/3）的书面同意或协议所指定的日期。
优先股股东可在以下任一情况发生后随时赎回其当时持有的全部或部分已发行股份：(i) 地平线机器人未能在2029年6月25日之前完成合格首次公开发行；(ii) 发生对交易文件或相关法律的重大违反或违规；(iii) 发生导致余凯失去对地平线机器人控制权的任何其他因素；或 (iv) 地平线机器人任何优先股股东要求赎回任何股份。
每股被赎回股份的赎回价格应等于：(i) 各系列股份的列明发行价格加上每年10%的复利回报的100%，加上 (ii) 各相关优先股上已累计或已宣派但尚未支付的股息。
每股优先股具有与该优先股当时可转换的B类普通股数量相当的表决权。
每位优先股股东有权在地平线机器人董事会宣派股息时，从地平线机器人依法可用于分配的任何资产中，按董事会不时宣派的金额获得股息。
每位优先股股东有权在向任何普通股股东分配地平线机器人任何资产或资金之前，优先获得相当于每股优先股原始发行价格110%的金额，加上截至清算日期已宣派但尚未支付的全部股息。清算优先权金额将首先支付给A1系列优先股持有人。在向全体优先股股东足额分配或支付清算优先权金额后，地平线机器人剩余可供分配的资产（如有）应按各股东在按转换基准计算的已持有普通股数量为基础，由普通股股东和优先股股东按比例分配。若地平线机器人剩余资产价值低于应向A1系列优先股持有人支付的清算优先权总额，则地平线机器人剩余资产应在该系列全体已发行优先股持有人之间按比例分配。
视同清算事件（定义见地平线机器人的备忘录及章程细则）包括：(1) 地平线机器人或其任何子公司与任何其他人进行任何合并、合并重组、计划安排或并购，或其他重组，致使地平线机器人股东在合并、合并重组、并购、计划安排或重组后立即持有的地平线机器人总表决权低于50%，或地平线机器人作为一方的任何交易或一系列相关交易中超过50%的地平线机器人表决权被转让；或 (2) 出售、转让、租赁或以其他方式处置公司及/或其子公司的全部或基本上全部资产；或 (3) 将公司及/或其子公司的全部或基本上全部知识产权独家且不可撤销地许可给第三方。
地平线机器人发行的优先股已列报为流动负债，原因在于优先股股东可随时选择将优先股转换为普通股，且该转换选项不符合权益工具的定义。
| | 本公司 人民币千元 | |---|---| | 2021年1月1日（未经审计） | 11,833,371 | | 发行C系列优先股 | 6,348,190 | | 通过损益反映的公允价值变动 | 763,984 | | 通过其他综合收益反映的公允价值变动 | (257,022) | | 货币折算差异 | (347,328) | | **2021年12月31日** | **18,341,195** | | 2022年1月1日 | 18,341,195 | | 发行C系列优先股 | 254,796 | | 通过损益反映的公允价值变动 | 6,655,367 | | 通过其他综合收益反映的公允价值变动 | (406,335) | | 货币折算差异 | 1,606,305 | | **2022年12月31日** | **26,451,328** |
At January 1, 2023 Issuance of Series D Preferred Shares Change in fair value through profit or loss Change in fair value through other comprehensive income Currency translation differences
At January 1, 2024 Change in fair value through profit or loss Change in fair value through other comprehensive income Currency translation differences
At January 1, 2024 Issuance of Series A1 Preferred Shares Change in fair value through profit or loss Change in fair value through other comprehensive income Currency translation differences
In November 2022, the Company entered into an agreement to issue a convertible loan with the principal amount of US$924,855,000 with CARIAD, which is also a Series D preferred share investor. The convertible loan has a repayment term of three years from the closing date ("Maturity date") and with an interest rate of 2% for the first two annum and 5% for the remaining annum.
Pursuant to the agreement, at any time after the date of closing and prior to the repayment in full, the convertible loan shall be automatically and mandatorily converted into the relevant equity interests in the Company when any of the following events occurs:
• In the event the Company consummates a Qualified IPO prior to the Maturity Date, upon the closing of the Qualified IPO, all the principal amount and accrued interest (the "Conversion Amount") shall be automatically and mandatorily converted into Class B Ordinary shares of the Company at a conversion price equal to the final per share offer price for the Qualified IPO, subject to the total beneficial interests cap of CARIAD in the Company being 9.90% upon Listing. The Company will repay the remaining Conversion Amount by cash on the Listing date, if any.
• In the event the Company fails to consummate a Qualified IPO but one or more rounds of Qualified Financing occurs prior to the Maturity Date, on the Maturity Date, the convertible loan shall be automatically and mandatorily converted into the same class of shares issued by the Company to the investors in the Qualified Financing at a conversion price equal to the price per share for the relevant class of shares.
• In the event neither a Qualified IPO nor a Qualified Financing occurs prior to the Maturity Date, on the Maturity Date, the convertible loan shall be automatically and mandatorily converted into the most senior series shares at a conversion price which implies a pre-determined valuation agreed by both parties.
Qualified Financing means a bona fide equity financing of the Company that takes place after the closing of the share purchase transaction under the Series D Preferred Share Purchase Agreement, the amount of total proceeds to the Company from which shall be no less than US$350,000,000 and at least US$100,000,000 of such total proceeds shall be invested by a single external investor.
The lender has rights to ask the Company to repay all outstanding and unpaid principal amount when some default event occurs. Therefore, the Company does not have the unconditional right to avoid delivering cash to settle the loan.
The Group does not bifurcate any embedded derivatives from the host instruments and designates the entire convertible loan as financial liabilities at fair value through profit or loss with the changes in the fair value recorded in the consolidated statements of profit or loss and the component of fair value changes relating to the Company's own credit risk is recognised in other comprehensive income.
In December 2023, the closing conditions of the convertible loan agreement have been satisfied and the Company received the total cash consideration of US$800,000,000 from the lender.
At January 1, 2023 Issuance of convertible loan Change in fair value through profit or loss Currency translation differences
At June 30, 2024 ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў ў
Fair value measurements Fair value of the preferred shares The Group applied the discounted cash flow method to determine the underlying equity value of the Company, applied the Back-solved method to determine the underlying equity value of D-Robotics and adopted equity allocation model to determine the fair value of the convertible redeemable preferred shares. Key assumptions are set as below:
The Company | | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Discount rate | 21% | 20% | 20% | 20% | | Risk-free interest rate | 0.73% | 4.11% | 4.01% | 5.20% | | DLOM | 8.0% | 10.0% | 8.0% | 4.0% | | Volatility | 50.50% | 47.17% | 41.26% | 38.20% |
D-Robotics | | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Risk-free interest rate | N/A | N/A | N/A | 4.33% | | DLOM | N/A | N/A | N/A | 12.4% | | Volatility | N/A | N/A | N/A | 56.77% |
Discount rate (post-tax) was estimated by weighted average cost of capital as at each valuation date. Management estimated the risk-free interest rate based on the yield to maturity of U.S. treasury bonds denominated in US$ with maturity close to expected liquidation date/redemption date as at the valuation date. The DLOM was estimated based on the option-pricing method. Under option-pricing method, the cost of put option, which can hedge the price change before the privately held share can be sold, was considered as a basis to determine the lack of marketability discount. Volatility was estimated based on annualized standard deviation of the daily return embedded in historical stock prices of comparable companies with a time horizon close to the expected term. In addition to the assumptions adopted above, the Company's and D-Robotics' projections of future performance were also factored into the determination of the fair value of preferred shares on each valuation date.
The Company performed sensitivity test to changes in unobservable inputs in determining the fair value of the preferred shares. The changes in unobservable inputs including discount rate will result in a significantly higher or lower fair value measurement. The increase in the fair value of the preferred shares would increase the loss of fair value change of preferred shares and other financial liabilities in the consolidated income statements. When performing the sensitivity test, management applied an increase or decrease to each unobservable input, which represents management's assessment of reasonably possible change to these unobservable inputs.
If the Company's and D-Robotics' key valuation assumptions used to determine the fair value of the preferred shares had increased/decreased certain percentage, the estimated fair value changes from carrying amount ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024 respectively listed in below table (assuming the change of key assumptions would not have significant impact on fair value change attributable to credit risk).
The Company | | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Discount rate + 1% | (1,487,507) | (2,147,973) | (2,653,152) | (3,261,250) | | Discount rate - 1% | 1,717,626 | 2,483,544 | 3,051,033 | 3,753,907 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Risk-free interest rate + 10% | (2,123) | (22,382) | (20,733) | (15,996) | | Risk-free interest rate - 10% | 2,149 | 22,584 | 20,987 | 16,195 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | DLOM + 10% | (161,463) | (283,926) | (289,834) | (156,181) | | DLOM - 10% | 161,450 | 283,858 | 289,834 | 156,181 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Volatility + 10% | (43,432) | (47,212) | (12,350) | (3,587) | | Volatility - 10% | 41,605 | 41,972 | 4,389 | (2,301) |
D-Robotics | | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Risk-free interest rate + 10% | N/A | N/A | N/A | (1,797) | | Risk-free interest rate - 10% | N/A | N/A | N/A | 1,823 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | DLOM + 10% | N/A | N/A | N/A | (2,611) | | DLOM - 10% | N/A | N/A | N/A | 2,611 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Volatility + 10% | – | – | – | (4,606) | | Volatility - 10% | – | – | – | 4,105 |
Fair value of the convertible loan The Company estimated the fair value using the scenario analysis method with key assumptions as follows:
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | Risk-free interest rate | N/A | N/A | 4.02% | 4.71% | | Bond yield | N/A | N/A | 11.13% | 11.73% |
The changes in unobservable input including bond yield will result in a significantly higher or lower fair value measurement. If the bond yield had been 10% higher, loss for the year ended December 31, 2023 and six months ended June 30, 2024 would have been approximately RMB114,496,000 and RMB106,545,000 lower. If the bond yield had been 10% lower, loss for the year ended December 31, 2023 and six months ended June 30, 2024 would have been approximately RMB121,652,000 and RMB113,648,000 higher.
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | **Non-current** | | | | | | Bank loan – secured | – | 12,515 | 112,844 | 243,895 |
本公司的一家子公司于2022年12月签订了一份银行贷款协议。根据该贷款协议，银行同意向该子公司提供人民币844,500,000元的贷款，用于一个建设项目，以土地使用权作为贷款抵押物（附注17(i)）。贷款期限为2022年12月15日至2037年12月14日，所有提款须于2025年12月14日前完成。利率在贷款期间每年1月1日重置。利息按季度支付，本金将按约定分期偿还，从2026年6月15日开始至贷款期末。
| | 截至12月31日 | | | 截至6月30日 | | | 2021年 | 2022年 | 2023年 | 2024年 | | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | 2年以内 | – | – | – | 10,000 | | 2至5年之间 | – | 12,515 | 60,000 | 75,000 | | 5年以上 | – | – | 52,844 | 158,895 | | | – | 12,515 | 112,844 | 243,895 |
于2022年12月31日、2023年12月31日及2024年6月30日，借款的加权平均实际利率分别为2.70%、2.60%及2.52%。
当存在法定可强制执行的权利，可将当期应收所得税与当期应付所得税相互抵销，且递延所得税资产和递延所得税负债与同一税务机关就同一应税主体或不同应税主体（在有意以净额结算余额的情况下）征收的所得税相关时，递延所得税资产和递延所得税负债予以抵销。
| | 截至12月31日 | | | 截至6月30日 | | | 2021年 | 2022年 | 2023年 | 2024年 | | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | 租赁负债 | 12,853 | 22,699 | 18,941 | 14,805 | | 可结转税务亏损 | 80,050 | 88,714 | 99,537 | 102,509 | | 递延税项资产总额 | 92,903 | 111,413 | 118,478 | 117,314 | | 递延税项资产： | | | | | | – 于12个月内变现 | 4,137 | 5,355 | 5,502 | 4,622 | | – 于12个月后变现 | 88,766 | 106,058 | 112,976 | 112,692 | | 根据抵销规定抵销递延税项资产 | (12,959) | (22,497) | (18,511) | (16,666) | | 递延税项资产净额 | 79,944 | 88,916 | 99,967 | 100,648 |
| | 截至12月31日 | | | 截至6月30日 | | | 2021年 | 2022年 | 2023年 | 2024年 | | | 人民币千元 | 人民币千元 | 人民币千元 | 人民币千元 | | 使用权资产 | 11,072 | 20,855 | 17,173 | 14,624 | | 以公允价值计量的金融资产 | 1,887 | 1,642 | 1,338 | 2,042 | | 递延税项负债总额 | 12,959 | 22,497 | 18,511 | 16,666 | | 根据抵销规定抵销递延税项负债 | (12,959) | (22,497) | (18,511) | (16,666) | | 递延税项负债净额 | – | – | – | – |
| | 租赁负债 | 可结转税务亏损 | 合计 | | | 人民币千元 | 人民币千元 | 人民币千元 | | 于2021年1月1日（未经审核） | 12,533 | 54,151 | 66,684 | | 计入损益 | 320 | 25,899 | 26,219 | | 于2021年12月31日 | 12,853 | 80,050 | 92,903 | | 于2022年1月1日 | 12,853 | 80,050 | 92,903 | | 计入损益 | 9,846 | 8,664 | 18,510 | | 于2022年12月31日 | 22,699 | 88,714 | 111,413 | | 于2023年1月1日 | 22,699 | 88,714 | 111,413 | | 计入╱（扣减自）损益 | (3,758) | 10,823 | 7,065 | | 于2023年12月31日 | 18,941 | 99,537 | 118,478 | | 于2024年1月1日 | 18,941 | 99,537 | 118,478 | | 扣减自损益 | (4,136) | 2,972 | (1,164) | | 于2024年6月30日 | 14,805 | 102,509 | 117,314 |
| | 使用权资产 | 以公允价值计量的金融资产 | 合计 | | | 人民币千元 | 人民币千元 | 人民币千元 | | 于2021年1月1日（未经审核） | 10,252 | 3,149 | 13,401 | | 计入╱（扣减自）损益 | 820 | (1,262) | (442) | | 于2021年12月31日 | 11,072 | 1,887 | 12,959 | | 于2022年1月1日 | 11,072 | 1,887 | 12,959 | | 计入╱（扣减自）损益 | 9,783 | (245) | 9,538 | | 于2022年12月31日 | 20,855 | 1,642 | 22,497 | | 于2023年1月1日 | 20,855 | 1,642 | 22,497 | | 扣减自损益 | (3,682) | (304) | (3,986) | | 于2023年12月31日 | 17,173 | 1,338 | 18,511 | | 于2024年1月1日 | 17,173 | 1,338 | 18,511 | | 扣减自损益 | (2,549) | 704 | (1,845) | | 于2024年6月30日 | 14,624 | 2,042 | 16,666 |
递延所得税资产就可结转税务亏损予以确认，其确认程度以通过未来应税利润实现相关税务利益的可能性为限。
本公司于截至2021年、2022年及2023年12月31日止各年度及截至2023年和2024年6月30日止六个月期间，均未派付或宣派任何股息。
Loss before income tax Adjustments for Depreciation of property, plant and equipment Amortisation of intangible assets Depreciation of right-of-use assets Provision for impairment of financial assets Provision for impairment of inventories Share based payments Fair value changes of financial assets at FVPL Losses/(gains) on disposal of subsidiaries Share of net losses of investments accounted for using the equity method Elimination of unrealised profits and losses from downstream transactions with equity method investees Fair value changes of preferred shares and other financial liabilities Losses on disposal of property, plant and equipment Finance costs Net foreign exchange differences Change in operating assets and liabilities: Decrease/(increase) in trade and note receivables Decrease/(increase) in inventories (Increase)/decrease in restricted cash (Increase)/decrease in other operating assets (Decrease)/increase in trade payables (Decrease)/increase in other payables (Decrease)/increase in contract liabilities (Decrease)/increase in other operating liabilities Cash used in operating activities
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 | 2022 | 2023 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 (Unaudited) | RMB'000 | | Loss before income tax | (2,090,200) | (8,724,701) | (6,744,128) | (1,885,001) | (5,089,014) | | Adjustments for: | | | | | | | Depreciation of property, plant and equipment [Note 16] | 46,988 | 62,937 | 76,262 | 36,341 | 54,050 | | Amortisation of intangible assets [Note 18] | 76,650 | 186,121 | 228,316 | 108,642 | 141,594 | | Depreciation of right-of-use assets [Note 17] | 30,062 | 43,907 | 52,153 | 25,734 | 27,339 | | Provision for impairment of financial assets [Note 3.1(b)] | 5,098 | 13,039 | 20,793 | 7,164 | 53,237 | | Provision for impairment of inventories [Note 22] | 3,808 | 268 | 7,314 | 4 | 9,594 | | Share based payments [Note 26] | 196,369 | 173,698 | 341,751 | 178,931 | 236,639 | | Fair value changes of financial assets at FVPL [Note 8] | 5,286 | (29,715) | (8,852) | (121) | (21,782) | | Losses/(gains) on disposal of subsidiaries [Note 8] | 3,142 | – | (623) | – | – | | Share of net losses of investments accounted for using the equity method [Note 13] | 2,530 | 34,298 | 112,074 | 16,803 | 181,633 | | Elimination of unrealised profits and losses from downstream transactions with equity method investees [Note 13] | – | – | 297,301 | 801 | 113,305 | | Fair value changes of preferred shares and other financial liabilities [Note 28] | 763,984 | 6,655,367 | 4,760,354 | 713,566 | 4,012,726 | | Losses on disposal of property, plant and equipment [Note 10] | 344 | 238 | 1,912 | 62 | (40) | | Finance costs [Note 8] | 16,592 | 7,548 | 8,651 | 4,585 | 3,789 | | Net foreign exchange differences | (11,080) | 264,660 | 40,334 | 63,158 | (11,149) | | Change in operating assets and liabilities: | | | | | | | Decrease/(increase) in trade and note receivables | (33,165) | (264,230) | (141,000) | 97,395 | (223,583) | | Decrease/(increase) in inventories | (88,893) | (249,888) | (434,680) | (452,794) | 78,205 | | (Increase)/decrease in restricted cash | (14,409) | 9,802 | (709,248) | (132) | (17,167) | | (Increase)/decrease in other operating assets | (238,463) | 46,241 | (9,181) | (25,941) | 18,632 | | (Decrease)/increase in trade payables | 40 | (4,218) | 7,342 | 37,113 | 1,900 | | (Decrease)/increase in other payables | 75,977 | 95,381 | 260,718 | (23,471) | (122,822) | | (Decrease)/increase in contract liabilities | (3,008) | 57,533 | (38,204) | (30,300) | (12,732) | | (Decrease)/increase in other operating liabilities | 141,332 | 64,429 | 126,133 | (38,535) | (160,308) | | Cash used in operating activities | (1,111,016) | (1,557,285) | (1,744,508) | (1,165,996) | (725,954) |
There were no material non-cash investing transactions for the years ended December 31, 2021, 2022 and 2023 and six months ended June 30, 2023 and 2024.
| | Preferred shares | Convertible loan | Lease liabilities | Borrowings | Total | |---|---|---|---|---|---| | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Liabilities from financing activities as at January 1, 2021 (Unaudited) | 11,833,371 | – | 94,899 | – | 11,928,270 | | Financing cash flows | 6,348,190 | – | (36,896) | – | 6,311,294 | | Changes in fair values | 506,962 | – | – | – | 506,962 | | Other changes (i) | – | – | 57,645 | – | 57,645 | | Currency translation differences | (347,328) | – | (134) | – | (347,462) | | Liabilities from financing activities as at December 31, 2021 | 18,341,195 | – | 115,514 | – | 18,456,709 | | Financing cash flows | 254,796 | – | (48,849) | 12,515 | 218,462 | | Changes in fair values | 6,249,032 | – | – | – | 6,249,032 | | Other changes (i) | – | – | 138,529 | – | 138,529 | | Currency translation differences | 1,606,305 | – | (403) | – | 1,605,902 | | Liabilities from financing activities as at December 31, 2022 | 26,451,328 | – | 204,791 | 12,515 | 26,668,634 | | Financing cash flows | 1,494,494 | 5,694,080 | (60,140) | 100,329 | 7,228,763 | | Changes in fair values | 5,153,636 | 64,404 | – | – | 5,218,040 | | Other changes (i) | – | – | 19,370 | – | 19,370 | | Currency translation differences | 410,216 | (28,580) | 335 | – | 381,971 | | Liabilities from financing activities as at December 31, 2023 | 33,509,674 | 5,729,904 | 164,356 | 112,844 | 39,516,778 | | Financing cash flows | 185,192 | – | (30,119) | 131,051 | 286,124 | | Changes in fair values | 3,870,532 | 227,311 | – | – | 4,097,843 | | Other changes (i) | – | – | (1,429) | – | (1,429) | | Currency translation differences | 223,622 | 36,423 | 99 | – | 260,144 | | Liabilities from financing activities as at June 30, 2024 | 37,789,020 | 5,993,638 | 132,907 | 243,895 | 44,159,460 |
(i) Other changes mainly include new leases, early termination and interest accruals.
Significant capital expenditures contracted for at the end of the reporting period but not recognised as liabilities yet are as follows:
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Property, plant and equipment | 17,093 | 23,585 | 38,167 | 57,344 | | Intangible assets | 5,621 | 64,085 | 33,920 | 8,157 | | Investment | – | – | – | 2,592 | | Total | 22,714 | 87,670 | 72,087 | 68,093 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 | 2022 | 2023 | 2024 | | | RMB'000 | RMB'000 | RMB'000 | RMB'000 | | Inventory procurement | 145,165 | 255,020 | 103,070 | 55,012 | | Others | 13,094 | 107,456 | 85,636 | 82,416 | | Total | 158,259 | 362,476 | 188,706 | 137,428 |
For commitments in respect of associates and joint ventures, please see Note 13 (i).
Parties are considered to be related if one party has the ability directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subjected to common control. Members of key management and their close family members of the Group are also considered as related parties.
The following significant transactions were carried out between the Group and its related parties during the periods presented. In the opinion of the directors of the Company, the related party transactions were carried out in the normal course of business and at terms negotiated between the Group and the respective related parties.
The following companies are significant related parties of the Group that had transactions and/or balances with the Group during the Track Record Period:
| Company | Relationship | |---|---| | SAIC Motor Co., Ltd, and its subsidiaries ("SHAIC") | Shareholder of the Company | | SPACE and its subsidiaries ("SPACE") | An Associate of the Company | | Continental Smart Core Technology (Shanghai) Co., Ltd ("CSC") | An Associate of the Company | | Nanjing Yuxin Technology Co., Ltd. ("NYX") | An Associate of the Company | | Carizon (Beijing) Technology Co., Ltd. ("CARIZON") | A Joint venture of the Company | | Chongqing Juchuangzhixing Technology Co., Ltd. ("JC") | An Associate of the Company |
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Sales to related parties | | | | | | | Product solutions, license and services to SHAIC | 26,955 | 101,817 | 82,422 | 58,821 | 19,870 | | Product solutions, license and services to CSC | – | 3,398 | 8,458 | 5,211 | 33,019 | | Product solutions, license and services to CARIZON | – | – | 924,000 | – | 457,106 | | License and services to JC | – | – | 3,437 | 3,361 | 1,050 | | Product solutions, license and services to NYX | – | – | – | – | 234 | | Total | 26,955 | 105,215 | 1,018,317 | 67,393 | 511,279 |
The transactions with CSC for the year ended December 31, 2023 and the six months ended June 30, 2023 and 2024 include RMB597,000, RMB801,000 and RMB7,847,000 profits from downstream transactions eliminated when applying equity method accounting.
The transactions with CARIZON for the year ended December 31, 2023 and the six months ended June 30, 2024 include RMB296,704,000 and RMB105,458,000 profits from downstream transactions eliminated when applying equity method accounting.
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Purchases from related parties | | | | | | | Products and services from SPACE | 2,005 | – | – | – | – | | Services from NYX | – | 48,232 | 29,076 | 18,065 | 18,599 | | Services from JC | – | – | 36,140 | 24,301 | 18,365 | | Total | 2,005 | 48,232 | 65,216 | 42,366 | 36,964 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Account receivables due from related parties | | | | | | Due from SHAIC | 8,390 | 37,098 | 20,998 | 41,539 | | Due from CSC | – | 1,342 | 4,262 | 14,642 | | Due from CARIZON | – | – | 50,850 | 7,594 | | Due from JC | – | – | 80 | 1,162 | | Total | 8,390 | 38,440 | 76,190 | 64,937 |
| | As at December 31, | | | As at June 30, | |---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2024 RMB'000 | | Other receivables due from related parties | | | | | | Due from CARIZON | – | – | 18,383 | 1,572 | | Total | – | – | 18,383 | 1,572 | | Other payables due to related parties | | | | | | Due to NYX | – | 7,318 | 5,268 | 6,579 | | Due to JC | – | – | 6,614 | 5,698 | | Total | – | 7,318 | 11,882 | 12,277 | | Contract liabilities due to related parties | | | | | | Due to SHAIC | 140 | 53,053 | 924 | 662 | | Due to CSC | – | 453 | – | – | | Due to CARIZON | – | – | 17,775 | – | | Due to NYX | – | – | – | 46 | | Total | 140 | 53,506 | 18,699 | 708 |
The balances with related parties are all trade in nature, except for the other receivables due from CARIZON as at December 31, 2023 and June 30, 2024. The other receivables due from CARIZON are the Group's advance payments on behalf of CARIZON and have been settled as at the date of this report.
| | Year ended December 31, | | | Six months ended June 30, | | |---|---|---|---|---|---| | | 2021 RMB'000 | 2022 RMB'000 | 2023 RMB'000 | 2023 RMB'000 (Unaudited) | 2024 RMB'000 | | Director fees | 446 | 493 | 498 | 247 | 249 | | Wages, salaries and bonuses | 5,030 | 12,581 | 8,064 | 3,146 | 5,537 | | Share-based payments (i) | 63,941 | 14,630 | 7,525 | 3,692 | 7,161 | | Pension costs-defined contribution plans | 275 | 299 | 319 | 154 | 135 | | Housing fund, medical insurance and other social insurance | 372 | 373 | 377 | 240 | 189 | | Other employee benefits | 165 | 193 | 228 | 105 | 169 | | Total | 70,229 | 28,569 | 17,011 | 7,584 | 13,440 |
(i) Represents the amount recognized as expense during the Track Record Period in accordance with IFRS 2 Share-based Payment.
BENEFITS AND INTERESTS OF DIRECTORS The remuneration of every director during the Track Record Period is set out below: For the year ended December 31, 2021:
| Name of Directors | Director fees RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Share-based compensation expenses (a) RMB'000 | Social security costs, housing benefits and other employee welfare RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Dr. Kai Yu (i) | – | 510 | – | 41,474 | 133 | 42,117 | | Dr. Chang Huang (ii) | – | 485 | – | 3,756 | 146 | 4,387 | | Ms. Feiwen Tao (iii) | – | 1,085 | – | 1,434 | 203 | 2,722 | | Mr. Feng Zhou (iv) | – | 1,504 | 228 | 11,761 | 161 | 13,654 | | Mr. Yufeng Zhang (v) | – | 801 | 417 | 5,244 | 169 | 6,631 | | Mr. Jin'an Feng (vi) | – | – | – | – | – | – | | Mr. Liang Li (vii) | – | – | – | – | – | – | | Mr. Qin Liu (viii) | – | – | – | – | – | – | | Mr. Zuoyi Wu (ix) | – | – | – | – | – | – | | Mr. Xin Zhang (x) | – | – | – | – | – | – | | Dr. Ya-Qin Zhang (xi) | 446 | – | – | 272 | – | 718 | | **Total** | **446** | **4,385** | **645** | **63,941** | **812** | **70,229** |
| Name of Directors | Director fees RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Share-based compensation expenses (a) RMB'000 | Social security costs, housing benefits and other employee welfare RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Dr. Kai Yu (i) | – | 688 | – | – | 176 | 864 | | Dr. Chang Huang (ii) | – | 426 | – | – | 154 | 580 | | Ms. Feiwen Tao (iii) | – | 1,165 | – | – | 199 | 1,364 | | Mr. Feng Zhou (iv) | – | 1,447 | – | 8,291 | 152 | 9,890 | | Mr. Yufeng Zhang (v) | – | 997 | 7,858 | 6,206 | 184 | 15,245 | | Mr. Jin'an Feng (vi) | – | – | – | – | – | – | | Mr. Liang Li (vii) | – | – | – | – | – | – | | Mr. Qin Liu (viii) | – | – | – | – | – | – | | Mr. Zuoyi Wu (ix) | – | – | – | – | – | – | | Dr. Juehui Zhang (xii) | – | – | – | – | – | – | | Mr. Xin Zhang (x) | – | – | – | – | – | – | | Dr. Ya-Qin Zhang (xi) | 493 | – | – | 133 | – | 626 | | **Total** | **493** | **4,723** | **7,858** | **14,630** | **865** | **28,569** |
| Name of Directors | Director fees RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Share-based compensation expenses (a) RMB'000 | Social security costs, housing benefits and other employee welfare RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Dr. Kai Yu (i) | – | 1,506 | – | – | 189 | 1,695 | | Dr. Chang Huang (ii) | – | 1,226 | – | – | 167 | 1,393 | | Ms. Feiwen Tao (iii) | – | 1,597 | – | – | 195 | 1,792 | | Mr. Feng Zhou (iv) | – | 1,516 | – | 16 | 159 | 1,691 | | Mr. Yufeng Zhang (v) | – | 1,734 | 485 | 7,440 | 214 | 9,873 | | Mr. Liang Li (vii) | – | – | – | – | – | – | | Mr. Qin Liu (viii) | – | – | – | – | – | – | | Dr. André Stoffels (xiii) | – | – | – | – | – | – | | Dr. Juehui Zhang (xii) | – | – | – | – | – | – | | Mr. Xin Zhang (x) | – | – | – | – | – | – | | Dr. Ya-Qin Zhang (xi) | 498 | – | – | 69 | – | 567 | | **Total** | **498** | **7,579** | **485** | **7,525** | **924** | **17,011** |
| Name of Directors | Director fees RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Share-based compensation expenses (a) RMB'000 | Social security costs, housing benefits and other employee welfare RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Dr. Kai Yu (i) | – | 474 | – | – | 97 | 571 | | Dr. Chang Huang (ii) | – | 303 | – | – | 86 | 389 | | Ms. Feiwen Tao (iii) | – | 649 | – | – | 99 | 748 | | Mr. Feng Zhou (iv) | – | 745 | – | 11 | 110 | 866 | | Mr. Yufeng Zhang (v) | – | 765 | 210 | 3,644 | 107 | 4,726 | | Mr. Liang Li (vii) | – | – | – | – | – | – | | Mr. Qin Liu (viii) | – | – | – | – | – | – | | Dr. André Stoffels (xiii) | – | – | – | – | – | – | | Dr. Juehui Zhang (xii) | – | – | – | – | – | – | | Mr. Xin Zhang (x) | – | – | – | – | – | – | | Dr. Ya-Qin Zhang (xi) | 247 | – | – | 37 | – | 284 | | **Total** | **247** | **2,936** | **210** | **3,692** | **499** | **7,584** |
| Name of Directors | Director fees RMB'000 | Wages and salaries RMB'000 | Discretionary bonuses RMB'000 | Share-based compensation expenses (a) RMB'000 | Social security costs, housing benefits and other employee welfare RMB'000 | Total RMB'000 | |---|---|---|---|---|---|---| | Dr. Kai Yu (i) | – | 1,238 | – | – | 131 | 1,369 | | Dr. Chang Huang (ii) | – | 1,070 | – | – | 118 | 1,188 | | Ms. Feiwen Tao (iii) | – | 1,274 | – | – | 129 | 1,403 | | Dr. Liming Chen (xiv) | – | 731 | 114 | 2,224 | – | 3,069 | | Mr. Yufeng Zhang (v) | – | 1,012 | 98 | 4,844 | 115 | 6,069 | | Mr. Liang Li (vii) | – | – | – | – | – | – | | Mr. Qin Liu (viii) | – | – | – | – | – | – | | Dr. André Stoffels (xiii) | – | – | – | – | – | – | | Dr. Juehui Zhang (xii) | – | – | – | – | – | – | | Mr. Xin Zhang (x) | – | – | – | – | – | – | | Dr. Ya-Qin Zhang (xi) | 249 | – | – | 93 | – | 342 | | **Total** | **249** | **5,325** | **212** | **7,161** | **493** | **13,440** |
(a) Represents the amount recognized as an expense during the Track Record Period in accordance with IFRS 2 Share-based Payment.
(i) Dr. Kai Yu was appointed as a director of the Company on July 21, 2015 and re-designated as an executive director on March 18, 2024.
(ii) Dr. Chang Huang was appointed as a director of the Company on November 1, 2017 and re-designated as an executive director on March 18, 2024.
(iii) Ms. Feiwen Tao was appointed as a director of the Company on September 7, 2017 and re-designated as an executive director on March 18, 2024.
(iv) Mr. Feng Zhou was appointed as a director of the Company on August 13, 2018 and resigned from directorship on March 8, 2023.
(v) Mr. Yufeng Zhang was appointed as a director of the Company on May 20, 2020 and resigned from directorship on March 17, 2024.
(vi) Mr. Jin'an Feng was appointed as a director of the Company on November 3, 2020 and resigned from directorship on January 20, 2022.
(vii) Mr. Liang Li was appointed as a director of the Company on November 1, 2017 and re-designated as a non-executive director on March 18, 2024.
(viii) Mr. Qin Liu was appointed as a director of the Company on October 15, 2015 and re-designated as a non-executive director on March 18, 2024.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses of the investee in profit or loss, and the Group's share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
When the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in Note 37.8.
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the Group.
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs.
If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in Renminbi ("RMB"), which is the Company's functional and the Group's presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss on a net basis within other income or other expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income.
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;
• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
• all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
The Group is principally engaged in the provision of ADAS (advanced driver assistance systems) products and services and autonomous driving products and services. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.
权益法核算的投资的账面价值根据附注13所述政策进行减值测试。 37.2 独立财务报表 对子公司的投资按成本减去减值后的金额进行核算。成本包括与投资直接相关的费用。本公司按照已收到及应收股息的基础对子公司的业绩进行核算。 若从上述投资收取的股息超过子公司在股息宣派期间的综合收益总额，或独立财务报表中对该投资的账面价值超过被投资方净资产（包括商誉）在合并财务报表中的账面价值，则须对子公司投资进行减值测试。 37.3 外币折算 (i)
本集团各实体财务报表中所列项目均以该实体经营的主要经济环境所使用的货币（"功能货币"）进行计量。本公司及其位于中国大陆以外的子公司的功能货币为美元，因为其主要活动和交易以美元计价。本公司的主要子公司在中国大陆境内注册成立，该等子公司的功能货币为人民币。由于本集团于业绩记录期间的主要业务在中国大陆境内，本集团决定以人民币列报其历史财务信息（除另有说明外）。 (ii)
外币交易按交易日汇率折算为功能货币。此类交易的结算以及年末将以外币计价的货币性资产和负债按期末汇率折算所产生的外汇损益，一般在合并损益表中作为"其他（亏损）/收益净额"的组成部分予以确认。 以外币按公允价值计量的非货币性项目，按公允价值确定日的汇率进行折算。按公允价值列示的资产和负债的折算差异作为公允价值损益的组成部分列报。例如，以公允价值计量且其变动计入损益的权益工具等非货币性资产和负债的折算差异，在损益表中作为公允价值损益的组成部分予以确认。 (iii)
所有由此产生的汇兑差额均在其他综合收益或亏损中予以确认。
本集团存在与境外业务之间的应收或应付货币性项目。在可预见的将来既无计划结算亦不可能发生结算的项目，实质上属于本集团对境外业务净投资的组成部分。此类货币性项目包括长期应收款或贷款，但不包括贸易应收款或贸易应付款。在合并时，因与任何境外实体净投资进行兑换而产生的外汇损益，在合并综合收益表中予以确认。当境外业务被处置时，相关外汇损益重新分类计入合并损益表，作为"其他（亏损）/收益净额"的组成部分。与功能货币和本公司相同的子公司相关的累计折算调整，作为不会重分类至损益的其他综合收益项目列报。
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt instrument that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
The Group subsequently measures all equity investments at fair value. Where the Group's management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group's right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged and the type of hedge relationship designated.
The Group does not designate any derivatives as hedges. All derivatives are classified as assets or liabilities held for trading and accordingly, changes in fair value are included in profit or loss.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non- current assets.
Trade and other receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, in which case they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the Group's impairment policies and the calculation of the loss allowance are provided in Note 37.5(iv).
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw- down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not recognised if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
FVPL：不符合摊余成本或FVOCI标准的资产按FVPL计量。其后以FVPL计量的债务投资之损益在产生当期于损益中确认，并在其他收益╱（亏损）中以净额列示。
于往绩记录期间，并无确认任何与FVOCI金融资产相关的金额。
本集团其后按公允价值计量所有权益投资。按FVPL计量的金融资产之公允价值变动，视情况在综合损益表的其他收益╱（亏损）中确认。
本集团以前瞻性基础评估与其以摊余成本列账之债务工具相关的预期信贷亏损。所采用的减值方法取决于信贷风险是否已显著增加。
贸易及票据应收款项为客户就日常业务过程中已售商品或已提供服务而应付的款项。如预期于一年内（或若更长，则于业务的正常经营周期内）收回贸易及票据应收款项，则将其分类为流动资产。否则，将其列示为非流动资产。
贸易及票据应收款项初始按无条件对价金额确认，惟若其含有重大融资成分，则按公允价值确认。本集团持有贸易及票据应收款项的目标为收取合约现金流量，因此其后采用实际利率法按摊余成本对其进行计量。有关本集团减值政策的说明，请参阅附注3.1(b)。
就现金流量表的列示而言，现金及现金等价物包括存放于金融机构的活期存款，以及其他原到期日为三个月或以下、可随时变现为已知金额现金且价值变动风险极低的短期高流动性投资。
初始期限超过三个月的银行存款在综合财务状况表中列示为定期存款。
37.8 股本 普通股分类为权益。
直接归属于发行新股的增量成本在扣除税款后，作为从收益中扣除的项目在权益中列示。
优先股根据各自的合同条款分类为金融负债。
37.9 贸易应付款、应计款项及其他应付款 这些金额代表本集团在所呈报期间结束前已收到商品及服务但尚未支付的负债。贸易应付款、应计款项及其他应付款列示为流动负债，除非款项须于报告期后12个月内支付。该等款项最初按公允价值确认，其后采用实际利率法按摊余成本计量。
37.10 当期及递延所得税 所呈报期间的所得税费用为按各司法管辖区适用所得税税率计算的当期应税所得额应缴税款，并经由暂时性差异及未使用税务亏损产生的递延税项资产及负债变动调整。
当期所得税 当期所得税按本公司及其子公司和联营公司经营并产生应税收入的国家或地区于报告期末已颁布或实质上已颁布的税法计算。管理层定期评估税务申报中就适用税务法规存在解释空间的情况所采取的立场，并考量税务机关是否可能接受不确定的税务处理。本集团根据最可能的金额或期望值对税务余额进行计量，具体取决于哪种方法能更好地预测不确定性的解决结果。
递延所得税 递延所得税按全额负债法，就合并财务报表中资产和负债的计税基础与其账面金额之间的暂时性差异全额计提。然而，递延税项负债如源于商誉的初始确认，则不予确认。递延所得税亦不适用于以下情形：即在非业务合并交易中初始确认某项资产或负债，且该交易在发生时既不影响会计利润或亏损，亦不影响应税利润或亏损，同时不产生等额的应税及可抵扣暂时性差异。递延所得税按报告期末已颁布或实质上已颁布并预期于相关递延税项资产变现或递延税项负债结算时适用的税率（及法律）厘定。
递延税项资产仅在未来很可能有足够的应税金额可用于利用该等暂时性差异和亏损时方予确认。
就本公司能够控制暂时性差异转回时机，且该等差异在可预见的未来很可能不会转回的境外经营投资，其账面金额与计税基础之间的暂时性差异不确认递延税项负债及资产。
递延税项资产和负债在存在可强制执行的当期税项资产和负债抵销权利，且递延税项余额与同一税务机关相关时，予以相互抵销。当期税项资产和负债在主体拥有可强制执行的抵销权利，并拟以净额结算或同时变现资产及结算负债时，予以相互抵销。
当期及递延税项在合并损益表中确认，但与在其他综合收益或直接在权益中确认的项目相关的部分除外。在此情况下，税项亦分别在其他综合收益或直接在权益中确认。
对于预期将于雇员提供相关服务的期间结束后12个月内全额结算的工资薪金（包括非货币性福利）负债，就雇员于报告期末止已提供的服务予以确认，并按负债结算时预期应付金额计量。该等负债在合并财务状况表中列示为流动雇员福利义务。
本集团参与多项向所有相关雇员开放的固定缴款退休福利计划。该等计划一般通过向政府设立的计划缴款提供资金。固定缴款计划是指本集团在强制性、合同性或自愿性基础上向独立基金缴款的退休金计划。若该基金持有的资产不足以支付所有雇员在本年度及往年度雇员服务所对应的福利，本集团不承担任何法律或推定义务须缴付额外供款。本集团对固定缴款计划的供款于发生时计入费用，且不因在供款完全归属前离职的雇员所没收的供款而减少。
准则第37号范围内，并涉及支付终止福利的重组成本时，集团确认终止福利。对于鼓励自愿裁员而提出的要约，终止福利根据预期接受要约的员工人数计量。报告期末后超过12个月到期的福利按现值折现。
法律索赔、保修及复原义务的拨备在集团因过去事件而承担现时法定或推定义务、可能需要流出资源以履行该义务且金额能可靠估计时予以确认。未来经营亏损不得确认拨备。如存在多项类似义务，则通过将该类义务作为整体加以考虑，来确定履行义务时需要流出资源的可能性。即使同类义务中某一单项发生流出的可能性较小，仍需确认拨备。
拨备按管理层对报告期末履行现时义务所需支出的最佳估计的现值计量。用于确定现值的折现率为税前利率，反映市场对货币时间价值的当前评估及该负债特有的风险。因时间推移而增加的拨备金额确认为利息费用。
当有合理保证能够收到政府补助且集团将遵守所有附加条件时，按公允价值确认政府补助。
与费用项目相关的补助，在其拟补偿的成本被费用化的期间内，按系统方法确认为收入。与资产相关的补助，其公允价值贷记至递延收入账户，并在相关资产的预计使用寿命内按直线法转入损益表。
利息收入如来自持有用于现金管理目的的金融资产，则列示为财务收入。其他任何利息收入均计入其他收益。
利息收入按实际利率对金融资产的账面总额计算，但随后发生信用减值的金融资产除外。对于信用减值金融资产，实际利率适用于金融资产的账面净额（扣除损失准备后）。
本公司未就截至2024年6月30日后至本报告日期止的任何期间编制经审计财务报表。本公司或现时组成集团的任何公司均未就2024年6月30日后的任何期间宣派或派付任何股息或分派。
本附录所载资料并不构成香港注册会计师普华永道会计师事务所（本公司申报会计师）载于本招股说明书附录一的"会计师报告"的组成部分，仅供说明之用。
未经审计备考财务资料应与"财务资料"一节及"附录一——会计师报告"一并阅读。
The estimated net proceeds from the Global Offering are based on the indicative Offer Price of HK$3.73 and HK$3.99 per Offer Share, after deduction of the estimated underwriting fees and other related expenses payable by the Company (excluding RMB42,618,000 which had been charged to the consolidated statements of comprehensive income up to June 30, 2024), without taking into account any shares which may be issued upon the exercise of the Over-allotment Option.
Upon the Listing and the completion of the Global Offering, all of the Preferred Shares issued by the Company will be automatically converted into Class B ordinary shares, and the Convertible Loan issued to CARIAD will also be converted into Class B ordinary shares. Upon conversion, these Preferred Shares and the Convertible Loan will be reclassified from liabilities to equity.
The unaudited pro forma adjusted consolidated net tangible assets per share are on the basis that 15,232,751,739 shares are in issue, assuming the Global Offering, the conversions of Preferred Shares, Convertible Loan and issue of Class B ordinary shares pursuant to the 2018 Share Incentive Plan had been completed on June 30, 2024, without taking into account any shares which may fall to be issued upon the exercise of the Over-Allotment Option.
For the purpose of this unaudited pro forma adjusted net tangible assets, the balance stated in Renminbi is converted into Hong Kong dollars at a rate of HK$1.00 to RMB0.91042. No representation is made that Renminbi amounts have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
全球发售的估计净所得款项乃基于每股发售股份HK$3.73及HK$3.99的指示性发售价，扣除本公司应付的估计承销费用及其他相关开支（不包括截至2024年6月30日已计入综合全面收益表的人民币42,618,000元），且不计及可能因行使超额配股权而发行的任何股份。
于上市及全球发售完成后，i) 本公司发行的所有优先股将自动转换为B类普通股，以及 ii) 假设本公司发行的所有可转换贷款的账面值将转换为B类普通股，而不考虑本招股章程「历史、重组及公司架构 — 可转换贷款」一节所披露的9.9%上限。转换后，该等优先股及可转换贷款将由负债重新分类为权益。因此，就未经审核备考财务资料而言，本公司拥有人应占未经审核备考经调整综合有形资产净值将增加人民币43,782,659,000元（代表优先股及可转换贷款的账面值）。
按每股发售股份HK$3.73的指示性发售价，转换后将发行合共9,936,612,032股B类普通股（7,798,405,226股与优先股相关，2,138,206,806股与可转换贷款相关，而不考虑本招股章程「历史、重组及公司架构 — 可转换贷款」一节所披露的9.9%上限）。
按每股发售股份HK$3.99的指示性发售价，转换后将发行合共9,797,280,261股B类普通股（7,798,405,226股与优先股相关，1,998,875,035股与可转换贷款相关，而不考虑本招股章程「历史、重组及公司架构 — 可转换贷款」一节所披露的9.9%上限）。
未经审核备考经调整综合有形净负债每股数据乃于作出注(ii)及(iii)所述调整及转换后，并基于按每股发售股份HK$3.73及HK$3.99的指示性发售价（分别为指示性发售价区间的低端及高端），已发行股份分别为15,168,072,888股及15,028,741,117股而厘定，假设全球发售、优先股及可转换贷款转换为B类普通股以及根据2018年股权激励计划发行B类普通股均已于2024年6月30日完成，且不计及可能因行使超额配股权而须发行的任何股份。
就本未经审核备考经调整有形资产净值而言，以人民币列示的结余按HK$1.00兑人民币0.91042的汇率换算为港元。本公司并不就人民币金额已经、可能已经或可能按该汇率换算为港元（或反之亦然）作出任何陈述。
附录二 B.
以下为普华永道会计师事务所（香港执业会计师）就纳入本招股章程之目的而出具的报告全文。
我们已完成鉴证工作，就地平线机器人（「本公司」）及其附属公司（统称「本集团」）的董事（「董事」）仅供说明之目的而汇编的未经审核备考财务资料出具报告。未经审核备考财务资料包括本集团截至2024年6月30日的未经审核备考经调整综合有形资产净值报表及相关附注（「未经审核备考财务资料」），载于本公司日期为2024年10月16日的招股章程（「招股章程」）第II-1至II-3页，与本公司股份的拟议首次公开发售（「拟议首次公开发售」）相关。董事据以汇编未经审核备考财务资料所依据的适用准则已于招股章程第II-1至II-3页作出说明。
未经审核备考财务资料由董事汇编，以说明拟议首次公开发售对本集团于2024年6月30日的财务状况的影响，犹如拟议首次公开发售已于2024年6月30日完成。作为此过程的一部分，有关本集团财务状况的资料由董事从本集团截至2024年6月30日止期间的财务资料中提取，该财务资料已刊发会计师报告。
董事负责根据香港联合交易所有限公司证券上市规则第4.29条，并参照香港会计师公会（「香港会计师公会」）颁布的《会计指引7——为纳入投资通函而编制备考财务资料》（「会计指引7」）汇编未经审核备考财务资料。
Our Independence and Quality Management We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the HKICPA, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountant's Responsibilities Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information. The purpose of unaudited pro forma financial information included in a prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Proposed Initial Public Offering at June 30, 2024 would have been as presented.
A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether: •
The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountant's understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our work has not been carried out in accordance with auditing standards or other standards and practices generally accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States) or standards and practices of any professional body in any other overseas jurisdiction and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. Opinion In our opinion: •
the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the basis stated;
the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Set out below is a summary of certain provisions of the Memorandum and Articles of Association of the Company and of certain aspects of the Cayman Companies Act. The Company was incorporated in the Cayman Islands as an exempted company with limited liability on July 21, 2015 under the Cayman Companies Act. The Company's constitutional documents consist of its Memorandum and Articles of Association. SUMMARY OF THE CONSTITUTION OF THE COMPANY 1
In the event that any Class A Ordinary Share is transferred to any person who is not a Permitted Transferee (as defined in the Articles of Association), such Class A Ordinary Share shall automatically convert into one Class B Ordinary Share.
A holder of Class A Ordinary Shares may at any time, by giving notice to the Company, elect to convert all or any of his Class A Ordinary Shares into an equal number of Class B Ordinary Shares.
Subject to the foregoing, Class B Ordinary Shares shall have no right of conversion into any other class of shares.
Subject to the provisions of the Companies Act and the Memorandum of Association and Articles of Association, and without prejudice to any special rights conferred on the holders of any existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividends, voting, return of capital or otherwise, and to such persons, at such times and on such other terms as they think proper. The Directors shall not allot, issue, grant options over or otherwise dispose of shares (including fractions of a share) to the extent that it would affect the relative voting rights as between the Class A Ordinary Shares and Class B Ordinary Shares in a manner inconsistent with the Articles of Association.
There are no specific provisions in the Articles of Association relating to the disposal of the assets of the Company or any of its subsidiaries. The Directors may, however, exercise all powers and do all acts and things which may be exercised or done or approved by the Company and which are not required by the Companies Act or the Articles of Association to be exercised or done by the Company in general meeting, but subject to the provisions of the Companies Act, the Memorandum of Association and Articles of Association, the rules and regulations of the Stock Exchange and to such regulations (not being inconsistent with such provisions) as may be prescribed by the Company in general meeting; however, no regulation so made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
Payments to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must be approved by the Company in general meeting.
There are no specific provisions in the Articles of Association prohibiting the making of loans or the provision of security for loans to Directors. However, the Companies Act contains restrictions on companies making loans to their directors.
The Directors shall receive such fees as the Board may from time to time determine subject to the Articles of Association (which provides that Directors' fees shall not exceed an aggregate amount that is approved by ordinary resolution of the members from time to time). The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them in the performance of their duties as Directors, including expenses incurred in attending and returning from meetings of the Board or any committee of the Board or general meetings of the Company.
A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or in any other manner whatsoever. No such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested shall be liable to be voided. Any Director who is materially interested in any contract or proposed contract or arrangement entered into or to be entered into by or on behalf of the Company shall declare the nature of his interest at the earliest meeting of the Board at which it is practicable for him to do so.
A Director shall not vote (nor be counted in the quorum) on any resolution of the Board approving any contract or arrangement or other proposal in which he or any of his close associates is materially interested, except as provided in the Articles of Association.
No Director shall be required to hold any qualification shares. The Directors shall have power at any time, and from time to time, to appoint any person as an additional Director or to fill a casual vacancy.
At each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and shall be subject to re-election or removal at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office until the next following annual general meeting and shall be subject to re-election or removal at such meeting.
The quorum necessary for the transaction of the business of the Board shall be two Directors, unless the Board otherwise determines. If a quorum is not present within half an hour of the time set for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the Directors may determine.
Questions arising at a meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting shall have a second or casting vote.
(a) by ordinary resolution, the Company may increase its share capital by the creation of new shares of such amount as it thinks expedient;
(b) by ordinary resolution, the Company may consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
(c) by ordinary resolution, the Company may cancel any shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled;
(d) by ordinary resolution, the Company may sub-divide its shares or any of them into shares of smaller amounts; and
(e) by special resolution, subject to any confirmation or consent required by the Companies Act, the Company may reduce its share capital or any capital redemption reserve in any manner permitted by law.
Subject to the Companies Act, the rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.
The provisions of the Articles of Association relating to general meetings shall apply to every such separate meeting, but so that the necessary quorum (other than at an adjourned meeting) shall be not less than two persons holding or representing by proxy not less than one-third of the issued shares of that class.
Any holder of shares of the class in question present in person or by proxy may demand a poll.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
A special resolution of the Company must be passed by a majority of not less than three-fourths of the votes cast by such members as, being entitled to do so, vote in person or by proxy or, in the case of members which are corporations, by their duly authorised representatives at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Subject to any special rights or restrictions as to voting for the time being attached to any shares, at any general meeting on a show of hands every member who is present in person (or, in the case of a member being a corporation, is present by a duly authorised representative) shall have one vote, and on a poll every member shall have one vote for each Class B Ordinary Share of which he is the holder and ten votes for each Class A Ordinary Share of which he is the holder, subject to the restrictions on weighted voting rights set out in the Articles of Association.
Notwithstanding the foregoing, where any member is permitted by the Stock Exchange from time to time to exercise more than one vote per share in respect of any resolution to amend the Memorandum of Association or Articles of Association, such member may elect to exercise such number of votes per share as is permitted by the Stock Exchange, up to the maximum number of votes attached to each share as set out in the Articles of Association.
An annual general meeting of the Company must be held in each year, other than the year of the Company's incorporation. The Board may call general meetings, and shall on a members' requisition forthwith proceed to convene a general meeting. A members' requisition is a requisition of members of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company as at the date of the deposit which carries the right of voting at general meetings of the Company.
An annual general meeting and any extraordinary general meeting at which it is proposed to pass a special resolution shall be called by giving not less than 21 days' notice in writing. Any other extraordinary general meeting shall be called by giving not less than 14 days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the time and place of the meeting and particulars of resolutions to be considered at that meeting. In the case of special business, the general nature of that business shall also be specified in the notice. The notice shall also contain a statement that the member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote instead of him and that a proxy need not be a member of the Company.
Subject to the Articles of Association, shares in the Company may be transferred by a written instrument of transfer signed by the transferor and, where appropriate, the transferee. The Board may in its absolute discretion decline to register a transfer of any share not fully paid up or on which the Company has a lien. The Board may also decline to register a transfer unless:
(a) a fee of such maximum sum as the Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require, is paid to the Company in respect thereof;
(c) the instrument of transfer is lodged at the registered office of the Company or at such other place as the Board may appoint accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(e) the transfer is in favour of not more than four transferees.
The Company is empowered by the Companies Act and the Articles of Association to purchase its own shares subject to certain restrictions and the Board may only exercise this power on behalf of the Company subject to any applicable requirements imposed from time to time by the Stock Exchange. Shares purchased by the Company shall be treated as treasury shares, unless such shares are cancelled immediately. Treasury shares shall not be entitled to vote or to receive dividends.
There are no provisions in the Articles of Association relating to the ownership of shares in the Company by a subsidiary of the Company.
(a) Subject to the Companies Act, the Company in general meeting may declare dividends in any currency to be paid to the members, but no dividend shall be declared in excess of the amount recommended by the Board.
(b) Subject to the Companies Act, the Articles of Association provide that dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution, dividends may also be declared and paid out of the share premium account or any other fund or account which can be authorised for this purpose in accordance with the Companies Act.
(c) Except in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide, (i) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share; and (ii) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. The Directors may deduct from any dividend or other moneys payable to any member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.
(d) No dividend shall be paid by the Company in respect of treasury shares.
(e) Any dividend interest or other sum payable to a member may be paid by cheque or warrant sent through the post addressed to the member at his registered address, or to such person and to such address as the member may direct in writing. Every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent or to such other person as the member may direct, and payment of the cheque or warrant shall be a good discharge to the Company. Any joint holder may give effectual receipts for any dividends or other moneys payable for the joint holding.
(f) Any dividend unclaimed shall not bear interest against the Company and all dividends unclaimed for a period of six years after having been declared may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.
(g) The Company may also pay any fixed dividend which is payable on any shares of the Company half-yearly or at any other intervals on whatever dates the Directors may decide.
Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in the form (if any) from time to time prescribed by the Stock Exchange.
The Board may from time to time make such calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) as the Board may think fit (subject to the terms of issue of those shares and to the terms of any agreement between the Company and the member). Each member shall (subject to receiving at least 14 days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding twenty percent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.
The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in the Articles of Association to forfeiture shall include surrender.
The register of members of the Company shall be open to inspection by any member of the public without charge for not less than two hours in each business day. If the register of members is kept by a person other than the Company in a place other than the Cayman Islands, a duplicate of such register shall be kept by the Company at its registered office in the Cayman Islands and shall be open to inspection in the same manner as above.
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Two members entitled to vote and present in person or (in the case of a member being a corporation) by a duly authorised representative or by proxy shall be a quorum for all purposes.
There are no provisions in the Articles of Association relating to rights of minority shareholders in relation to fraud or oppression. However, certain remedies are available to shareholders of the Company under Cayman Islands law, as summarised below in this Appendix.
A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.
Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively; and (ii) if the assets available for distribution shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
If the Company is wound up (whether the liquidation is voluntary or by the court), the liquidator may, with the authority of a special resolution and any other sanction required by the Companies Act, divide among the members in specie the whole or any part of the assets of the Company, and may for such purpose set such value as he deems fair upon any property to be so divided, and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may also vest the whole or any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks fit, but so that no member shall be compelled to accept any shares or other assets upon which there is any liability.
The Company may sell any shares of a member who is untraceable if (a) all cheques or warrants (being not less than three in number) for any sums payable in cash to the holder of such shares have remained uncashed for a period of 12 years prior to the date of the publication of the advertisement referred to in (c) below; (b) the Company has not during that time received any indication of the whereabouts or existence of the member; (c) the Company has caused an advertisement to be published in the newspapers or subject to the applicable rules of the Stock Exchange, by electronic means in the manner in which notices may be served by the Company by electronic means pursuant to the Articles of Association, giving notice of its intention to sell such shares, and a period of three months has elapsed since such advertisement; and (d) the Stock Exchange has been notified of such intention to sell.
The net proceeds of sale shall belong to the Company and upon receipt by the Company of such net proceeds, it shall become indebted to the former member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the member holding the shares sold is dead, bankrupt or otherwise incapable of acting in relation to his shares.
本公司不得更改A类普通股的条款以增加该类别所附带的加权投票权。如本公司希望更改A类普通股的条款以减少上述权利，则可以这样做，但除须遵守法律规定的任何规定外，还须首先取得联交所的事先批准，并于获得批准后公告该变更。 – III-3 –
A类普通股持有人可随时将每股A类普通股转换为一股B类普通股，该权利须由A类普通股持有人向本公司发出书面通知，说明该持有人选择将特定数量的A类普通股转换为B类股份，方可行使。
A类普通股只能由WVR受益人持有，或由以下各方持有：(a) WVR受益人为合伙人的合伙企业，且该合伙协议须明确规定，该合伙企业所持任何及全部A类普通股所附带的投票权，完全由WVR受益人决定；(b) WVR受益人为受益人的信托，且该信托须符合以下条件：(i) WVR受益人在实质上须保留对该信托及其任何直接控股公司的一定控制权，并保留对该信托所持任何及全部A类普通股的实益权益；以及(ii) 该信托的目的须为遗产规划及/或税务规划目的；或(c) 由WVR受益人或上述(b)项所指信托全资拥有及全面控制的私人公司或其他工具（"创始人持股工具"）。在符合上市规则或其他适用法律法规的前提下，每股A类普通股在发生以下任何事件时，须自动转换为一股B类普通股：
包括持有该A类普通股的创始人持股工具不再符合上市规则第8A.18(2)条的情况（在此情况下，本公司及该创始人持股工具或持有及控制该工具的WVR受益人须尽快将不合规详情通知联交所），但以下情况除外：(A) 就该A类普通股设定任何留置权、抵押、押记或其他产权负担，而该等留置权、抵押、押记或其他产权负担不导致该A类普通股法定所有权或实益所有权，或该A类普通股所附带投票权的转让，直至在执行该留置权、抵押、押记或其他产权负担时方予转让；以及(B) WVR受益人将该A类普通股的法定所有权转让予由该WVR受益人全资拥有及全面控制的创始人持股工具，或由创始人持股工具转让予持有及控制该工具的WVR受益人或由该WVR受益人全资拥有及全面控制的另一创始人持股工具。
如在本公司股份于联交所首次上市时持有A类普通股的持有人均不再对A类普通股拥有实益所有权，则授权股本中的全部A类普通股须自动重新划分为B类普通股，本公司亦不得再发行A类普通股。
除本第2.1段所载权利、优先权、特权及限制外，A类普通股与B类普通股在其他所有方面享有同等地位，并具有相同的权利、优先权、特权及限制。
董事人数不得少于两名，且至少三分之一的董事须为独立非执行董事。
The Directors shall receive such remuneration as the Company may by ordinary resolution determine and either in addition to or in lieu of their remuneration as Directors.
At each annual general meeting one-third of the Directors for the time being, or if their number is not a multiple of three (3), then the number nearest to but not less than one-third, shall retire from office by rotation, provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election.
The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the board or as an addition to the existing board. Any Director so appointed shall hold office only until the next annual general meeting of the Company and shall then be eligible for re-election at that meeting.
The Company may by ordinary resolution remove any Director before the expiration of his period of office, and may, if thought fit, by ordinary resolution appoint another person in his stead.
The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
Subject to the provisions of the Companies Act, every Director or other officer of the Company shall be entitled to be indemnified against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto. The Company may purchase and maintain insurance for any Director or other officer against any liability.
股息须于董事会议决建议或宣派，并经股东于股东大会批准後，方可支付。 届时的股东可按其就每股已缴足款项的比例，享有董事会建议或经股东大会宣派的 所有股息。
除章程细则另有规定外，在任何股东大会上，决议案须以举手方式表决，每名 亲自出席或以代表或代理人出席的股东享有一票投票权；若以投票方式表决， （i）每名A类普通股股东每持有一股A类普通股享有十（10）票投票权，（ii）每 名B类普通股股东每持有一股B类普通股享有一（1）票投票权。
若获出席会议并有权就决议案投票的股东同意，决议案可以书面方式通过，而 无需召开股东大会。书面决议案须经获授权出席及就会议上相关决议案投票的股东 批准（若以投票方式表决），至少须获得投票权总数的大多数批准，才可通过。书 面决议案一经通过，即与在会议上通过的决议案同样有效。
如本公司进行清盘，清盘人可在获股东批准（特别决议案）及（如有）获任何 在股东类别上享有优先权的股份类别持有人批准（该类别股份特别决议案）的情况 下，将本公司全部或部分资产实物分配予股东。
本公司有权发行可赎回股份。在公司法及章程细则允许的范围内，发行可赎 回股份后，本公司有权按照任何发行条款，赎回、购买（包括在市场或以要约方式 购买）或订立购买合约，收购任何该等股份。
本公司可根据公司法，就任何股份类别，以特别决议案批准缩减股本，或缩减 任何股份溢价账。
所有股份均可根据章程细则的规定自由转让。
年度股东大会须给予不少于二十一（21）日的事先通知（以本公司的方式计 算）；任何其他大会（特别大会）须给予不少于十四（14）日的事先通知，惟超过 95%的有权出席及投票的股东均同意撤销通知期除外。通知须以书面方式送达各股 东在股东名册上所示的注册地址，或以电子方式传送予已提供电子邮件地址的股 东。
除章程细则另有规定外，在任何大会上，两名或以上亲自出席或以代理人出席 的股东（有权就大会议程事项投票）即构成法定人数，惟若本公司只有一名股东， 则该唯一股东（亲自出席或以代理人出席）即构成法定人数。
任何股东可委任代理人代其出席并在大会上投票。
本公司应备存股东名册，记录所有股东的详情。
股份转让须通过转让方式进行，转让书须由转让方签署，亦须由受让方签署 （须要时）。本公司的股份转让登记处为香港证券登记有限公司。董事会可在其认 为适当的情况下，拒绝登记任何转让。
本公司名册股东可通过股份权益披露表格（如有），提供其所持本公司股份中 任何实益权益的详情。
仅可透过特别决议案对章程大纲或章程细则作出修订。
本公司的章程细则并无列明须于董事会登记重大股东权益的规定。
除第VI(七)节另有规定外，本公司可发行股份，惟须获股东（普通决议案）批 准，但在本次全球发售范围内发行的股份及根据购股权计划向股东发行的股份则除 外。
在遵守开曼群岛法律的规定下，本公司毋须刊发任何招股章程。
除章程细则规定的权利外，本公司的章程细则并无规定少数股东的额外权 利，包括强制要约或强制收购权。
以下为开曼群岛公司法（经不时修订）若干主要条款的概要。
开曼群岛公司法并无规定公司须设有股本，而是以注册资本代之。公司的注 册资本可分为不同面值的股份，或无面值的股份。
凡属于股份有限公司，股东的责任以其名下股份未缴足的股款为限，此乃开 曼群岛公司法的明文规定。
根据开曼群岛公司法第233条，两间或以上开曼群岛公司可合并，而其中一间 公司（承继公司）继承其他所有公司的所有权利、特权、义务及责任，并在合并后 继续营运。
根据开曼群岛普通法，股东可以对公司或董事进行以下两类诉讼：（1）以股 东身份对公司本身提出的诉讼；（2）代表公司提出的衍生诉讼（派生诉讼）。
一般而言，派生诉讼只能由本公司提出，股东无权就针对公司的不法行为提 起派生诉讼，除非属于以下例外情况：（i）被诉行为本身构成欺诈，且负责该行为 的人士（直接或间接地）控制着本公司；（ii）该行为需经特别多数批准，但未有取 得；（iii）该行为侵犯了股东的个人权利。
根据开曼群岛普通法，公司董事须向公司承担信托责任，包括：（1）须以善 意方式行事，以维护公司整体利益为依归；（2）须按合适目的行使权力；（3）不 得将个人利益置于公司利益之上；（4）须尽职尽责。
如董事违反信托责任，公司（而非个别股东）有权就此提出申索。开曼群岛 公司法允许公司在事先（即出现违约行为之前）或事后（即出现违约行为之后）豁 免董事的信托责任，惟董事仍须对本身的欺诈行为承担责任。
开曼群岛公司法订有自愿清盘（包括自愿清盘成员协议及自愿清盘债权人协 议两种形式）及由法院强制清盘两种清盘形式。
开曼群岛公司法并无设有任何强制要约规定，惟本公司须遵守收购守则。
开曼群岛公司法并无就少数股东权利作出明文规定，惟股东可就董事的不当 行为，向开曼群岛法院申请济助，如禁制令、指令及损害赔偿。
就香港上市公司而言，香港联合交易所有限公司的上市规则、收购守则、证 券及期货条例、及香港公司条例所订立的若干条文，亦可供少数股东寻求保护。
Note: Mr. Chen Zhenyu holds 58,905,672 Class A Ordinary Shares directly and 166,888,956 Class B Ordinary Shares through Yunji Juzhen. Yunji Juzhen is 100% owned by Mr. Chen Zhenyu.
Note: Alibaba.com (Hong Kong) Limited directly holds 1,049,500 Class A Ordinary Shares and 110,247,820 Class B Ordinary Shares. Alibaba.com (Hong Kong) Limited is 100% owned by Taobao (China) Holding Limited, which in turn is 100% owned by Alibaba Group Holding Limited. Accordingly, Taobao (China) Holding Limited and Alibaba Group Holding Limited are deemed to be interested in the shares held by Alibaba.com (Hong Kong) Limited. The 65,073,516 Class B Ordinary Shares held by Taobao (China) Holding Limited and 44,978,568 Class B Ordinary Shares held by Alibaba Group Holding Limited refer to the deemed interests through its controlled subsidiaries in total (inclusive of the shares held by Alibaba.com (Hong Kong) Limited).
本计划旨在激励购股权受益人为本集团作出贡献，并使本集团受益，藉此吸 引并挽留人才，让他们尽力工作，并投入心思提升本集团的业务及发展，以提高本 集团的价值。
董事会（或由董事会委任的委员会）有权（在厘定受益人的组别时，须遵守本 计划的所有条款，及遵守本公司届时实施的购股权计划准则）决定及批准向任何人 士，包括任何雇员（包括全职或兼职雇员）（包括本集团任何成员公司的雇员）及 顾问，授出购股权。
本计划的有效期为自通过本计划之日起，至本计划到期或于股东大会上终止 之日止（以较早者为准），年期为十年（10年）。
根据本计划，获授购股权的股份总数不得超过用于购股权计划的股份储备， 即本公司已发行股份（A类普通股及B类普通股）总数的10%，即71,686,000股，并 须就本公司日后变动（包括拆股、并股等）作相应调整。
购股权的认购价不得低于下列各项中的最高者：（i）授出日期的收市价（以联 交所公布者为准）；（ii）授出日期前五个营业日的平均收市价（以联交所公布者为 准）；（iii）面值。
购股权须以代价港币一元（HK$1）接纳。若购股权于授出日期後二十八（28） 日内（或该日后）未获接纳，则该购股权将视为未曾获授。
可向同一受益人授出的购股权：根据本计划，就任何十二（12）个月期 间，向任何一名受益人（包括董事）独自授出的购股权所涉及的股份，不 得超过本计划股份储备的1%（即本公司已发行股份（A类普通股及B类普通 股）总数的10%，即71,686,000股）。任何超过上述限制的授权须先获股东于 股东大会批准，而有关受益人及其联系人须就相关决议案放弃投票权。
(ii) 向独立非执行董事及重要股东授出的购股权：向每名独立非执行董事或主要 股东（或其各自的联系人）授出的购股权所涉及的股份，在任何十二（12） 个月期间内，每名独立非执行董事或主要股东（或其各自的联系人）的合计 数目，均不得超过本计划股份储备的0.1%（即本公司已发行股份总数的 10%，即71,686,000股）。任何超过上述限制的授权，须先获股东（须剔除有 关独立非执行董事或主要股东及其联系人的投票权）于股东大会批准。
(iii) 购股权的行使：购股权于董事会授出之日起三年内不可行使，而购股权只 可于归属期後行使，归属期为购股权授出之日起三年内，须由董事会决定， 并在相关授出函中载明。
(iv) 终止聘用与购股权：一般而言，如受益人的受聘关系终止，有关受益人的 购股权须于受聘关系终止的六（6）个月内行使，或届时失效（以较早者为 准），惟视乎终止受聘的原因。
(v) 购股权转让：一般而言，购股权不可转让，惟受益人可将其购股权转让予 其获转让受益人（即受益人的直系家属成员，或由受益人独自控制的公 司），且须于转让後三十（30）日内通知本公司。
(vi) 本公司或收购公司的重组：如有任何按要约方式对本公司发出提出收购要 约，或依法定权力进行收购，或本公司自愿进行清盘，本公司须在该等提 出收购要约或清盘开始生效後一合理时间内，通知各受益人，使其可在提 出收购要约或清盘生效前的适当时间内（如购股权届时已可行使），行使其 购股权（不受购股权计划中任何时间规定所限）。若本公司将根据公司法第 233或234条进行合并，本公司须按本计划规定通知各受益人，以便让其可于 合理时间内（如购股权届时已可行使）行使其购股权。
(vii) 更改购股权计划：本计划任何主要条款的修改，须经联交所同意，并经股 东于股东大会批准（授出未行使购股权的条款修改，则亦须获受影响的受 益人批准）。然而，任何有利于受益人的细微改动，及因合规监管规定所需 的改动，以及任何行政性质的改动，均可在无须股东批准的情况下由董事 会批准。
(viii) 终止计划：本计划可由董事会随时以书面通知终止，而不损害在终止前已 授出的购股权。
本计划已于[2025年]月[日]由董事以书面决议案批准采纳，并将于上市前由 股东批准。
The options vest over a three-year period commencing from the grant date, with one-third (1/3) of the options vesting on each anniversary of the grant date.
The options vest over a three-year period commencing from the grant date, with one-third (1/3) of the options vesting on each anniversary of the grant date.
The options vest over a three-year period commencing from the grant date, with one-third (1/3) of the options vesting on each anniversary of the grant date.
本公司于2014年10月23日在开曼群岛注册成立，成立时注册股本为 50,000美元，分为5,000,000,000股普通股，每股面值0.00001美元。本公 司于成立时获发行一（1）股普通股。
于2014年11月6日，股东批准了本公司的重组（即将1股普通股分拆为 2,000,000股普通股），以及向Yunji Juzhen增发499,999,999股普通股，总 代价为美元500,000。
于[2025年]月[日]，本公司进行了股本重组，其中包括将普通股分为A类 普通股和B类普通股，并将已发行及未发行的普通股按1:1比例转换为A类 普通股和B类普通股，A类普通股每股赋予一（1）票投票权，B类普通股 每股赋予十（10）票投票权（详情请参阅「股本重组」一节）。
于[2025年]月[日]，本公司向若干投资者发行了额外股份（详情请参阅本 招股章程「本公司股份及股东权益」一节）。
于[2025年]月[日]，本公司实施了本次全球发售，向公众投资者发行 [71,686,000]股A类普通股（假设超额配股权未获行使）（详情请参阅本招 股章程「本次全球发售」一节）。
| 授权股本 | | | |---|---|---| | 股份类别 | 股数 | 面值 | | A类普通股 | 450,000,000,000 | 美元0.00001 | | B类普通股 | 50,000,000,000 | 美元0.00001 | | 合计 | 500,000,000,000 | |
| 已发行及缴足股本 | | | |---|---|---| | 股份类别 | 股数 | 面值 | | A类普通股 | [●] | 美元0.00001 | | B类普通股 | [●] | 美元0.00001 | | 合计 | [●] | |
| 公司名称 | 成立日期 | 注册地点 | 注册资本 | |---|---|---|---| | Yunji Juzhen | 2019年5月14日 | 英属维尔京群岛 | 50,000美元 | | Yunji Hong Kong Limited（云集香港有限公司） | 2019年7月2日 | 香港 | 1港元 | | 浙江云集品牌管理有限公司 | 2015年7月3日 | 中国 | 人民币20,000,000元 | | 浙江集商网络科技有限公司 | 2019年3月4日 | 中国 | 人民币10,000,000元 | | 云集优选（浙江）电子商务有限公司 | 2023年9月5日 | 中国 | 人民币1,000,000元 | | 云集品惠（杭州）科技有限公司 | 2023年12月29日 | 中国 | 人民币1,000,000元 |
除本计划及本招股章程中所述的认购权外，截至本招股章程日期，并无任何 与本公司股份相关的购股权或认购权或其他协议。
除本招股章程中所披露的资料外，截至本招股章程日期，并无任何与本公司 股份或债券相关的其他重大权益须予以披露。
在本招股章程中载有日期并于本次全球发售结束後六（6）个月届满之日前， 本公司的股东或购股权计划除外，本公司不得在未事先取得联交所书面批准，并在 本招股章程中载明的情况下，发行、批准或承诺发行任何股份或可转换为股份的证 券。
本公司注册地址为Intertrust Corporate Services (Cayman) Limited，190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, 开曼群岛（Cayman Islands）。本 公司的
支付给董事的薪酬（如有）应由董事会决定。董事还有权就其出席董事会会议或董事委员会会议、公司股东大会、公司任何类别股份或债券持有人的单独会议，或以其他方式处理公司业务或履行其作为董事职责所产生的一切差旅、住宿及其他合理费用获得报销，或就上述费用按董事会决定的固定津贴形式获得补偿，或部分采用其中一种方式、部分采用另一种方式组合补偿。
董事会可就任何董事超出其作为董事日常例行工作范围的服务，酌情批准向该董事支付额外薪酬。就同时担任公司法律顾问、律师或事务律师或以其他专业身份为公司提供服务的董事所支付的任何费用，应在其作为董事所获薪酬之外另行支付。
公司可通过普通决议委任任何人担任董事，以填补空缺或作为额外董事。
公司可通过普通决议在任何董事（包括常务董事或其他执行董事）任期届满前将其罢免，无论《公司章程细则》或公司与该董事之间的任何协议另有何规定，并可通过普通决议另选他人接任。上述规定不得被视为剥夺被罢免董事就其董事职务终止或因其董事职务终止而导致其他任命或职务终止所应获得的补偿或损害赔偿。
董事会可委任任何人担任董事，以填补空缺或作为额外董事，但该委任不得导致董事人数超过《公司章程细则》规定或依据其规定所确定的最高董事人数。如此委任的任何董事仅任职至该董事获委任后公司召开的第一次股东周年大会止，并可在该次会议上参加重新选举。
董事无持股资格要求，亦无特定年龄限制。
(iv) 董事被认定为或成为精神上无行为能力人士。
在公司每次股东周年大会上，届时在任董事的三分之一，或若在任董事人数并非三的倍数，则最接近但不少于三分之一的董事人数，须按轮值方式退任，但每位董事（包括按特定任期委任者）至少每三年须轮值退任一次。退任董事须在其退任会议结束前继续任职，并可在该次会议上参加重新选举。公司在任何有董事退任的股东周年大会上，可通过选举同等人数的人士担任董事以填补所悬空的职位。
董事会可行使公司的一切借款权力，对公司的业务、财产及资产（现有及未来）以及未缴足资本或其任何部分设置抵押或押记，并可发行债券、债券股票、抵押、债券及其他证券，无论是直接发行还是作为公司或任何第三方的债务、债项或义务的担保。
《公司章程大纲》或《公司章程细则》的任何变更或修订，须经特别决议方可作出。
如本公司股本在任何时候划分为不同类别的股份，则任何时候已发行的任何类别股份所附带的全部或任何权利（除非该类股份的发行条款另有规定），无论本公司是否正在清盘，均只能在以下情况下予以变更：（除修改备忘录或章程细则的特别决议外）获得该类别已发行股份表决权不少于四分之三的持有人书面同意，或经在该类别股份持有人的单独会议上以不少于四分之三的投票通过决议批准。只要有任何A类普通股处于已发行状态，且除非法律或上市规则另有要求，以下事项须获得已发行A类普通股名义价值不少于四分之三的持有人书面同意：(a) 对上述第2.2(a)条所列董事会组成的任何变更；(b) 对通过成员决议所需票数比例的任何变更，无论是普通决议、特别决议，还是针对特定事项或一般事项；(c) 对任何类别股份所附表决权数目的任何变更，但依据上述第2.1(f)或第2.1(g)条将A类普通股转换为B类普通股所引起的变更除外；以及(d) 对第2.1(b)条所述每股A类普通股及每股B类普通股在股东大会上进行投票表决时各赋予其持有人一票表决权的相关事项、董事会会议法定人数要求或本条款的任何变更。上述任何单独会议均应比照适用章程细则中有关股东大会的所有规定，但所需法定人数应为一名或多名持有或以代理人或经正式授权代表代为持有该类别已发行股份表决权不少于三分之一的人士。
除非该类股份所附权利或发行条款中另有明确规定，任何类别股份持有人所享有的权利不得因创设或发行与该等股份同等地位的新股而被视为遭受变更。
(b) 将全部或任何股本整合并分割为面值较现有股份为大的股份。在全额缴足股份进行整合及分割为较大面值股份时，董事会可按其认为适当的方式处理可能出现的任何困难，尤其是（但不限于）可在待整合股份的持有人之间确定哪些特定股份将被整合为每一整合股份；若任何人因此而获得整合股份的零散股份权益，该等零散股份可由董事会为此委任的人士出售，该等受委人可将出售的股份转让予买方，且该等转让的有效性不得受到质疑；出售所得净额（扣除出售费用后）可按比例分配给原本有权获得整合股份零散股权的人士，或缴付予本公司以作本公司用途；
(d) 注销于普通决议通过之日尚未被任何人认购或同意认购的任何股份，并按被注销股份的金额减少股本。
本公司可通过特别决议，在遵守《公司法》相关规定的前提下，减少其股本或任何资本赎回储备基金。
"特别决议"在《公司章程》中的定义与《公司法》中的含义相同，为此目的，所需多数票不得少于公司有权投票的成员所投票数的四分之三，该等成员须亲自出席（若为法人，则由其正式授权代表出席）或在允许委托投票的情况下由代理人出席，并在已正式发出载明拟将该决议作为特别决议提交的通知的股东大会上投票。特别决议亦包括由全体有权在公司股东大会上投票的成员以书面方式批准的特别决议，该等书面文件可为一份或多份，每份由一名或多名上述成员签署；如此通过的特别决议的生效日期，为该文件或最后一份文件（如多于一份）的签署日期。
相比之下，"普通决议"在《公司章程》中的定义是指在依据《公司章程》召开的股东大会上，由公司有权投票的成员（亲自出席，若为法人则由其正式授权代表出席，或在允许委托投票的情况下由代理人出席）所投票数的简单多数通过的决议；普通决议亦包括由上述全体有权投票的公司成员以书面方式批准的普通决议。
在遵守上文第2.1(b)条及任何股份所附带的权利或限制的前提下，在任何股东大会上，公司每位亲自出席（若成员为法人，则由其正式授权代表出席）或由代理人出席的成员均享有：(a) 发言权；(b) 举手表决时一票投票权；以及 (c) 就其持有的每一股份在投票表决时享有一票投票权。
凡任何成员依据《上市规则》须就任何特定决议放弃投票，或仅限于投票赞成或反对任何特定决议，则该成员或代其投出的任何违反上述规定或限制的票数将不予计算。
在联名持有人的情况下，最优先的联名持有人所投出的票数（无论其亲自投票或通过代理人投票，若为法人或其他非自然人则通过其正式授权代表或代理人投票）应被采纳，其他联名持有人的票数不予计算；优先顺序以各持有人姓名在公司成员名册中的排列顺序为准。
精神状态不健全的成员，或就其作出命令的具有精神病司法管辖权的法院所委任的委托人、接管人、财产保管人或其他代表该成员的人士，可代表该成员举手表决或投票表决，上述委托人、接管人、财产保管人或其他人士亦可通过代理人投票。
任何人士在任何股东大会上均不得被计入法定人数或享有投票权，除非其于该次会议的记录日期已登记为成员，且其就股份所须缴付的一切催缴款项或其他款项均已缴清。
在任何股东大会上，提交大会表决的决议应以投票方式表决，但大会主席可允许纯粹涉及《上市规则》所规定的程序或行政事项的决议以举手方式表决。
任何属本公司成员的法人或其他非自然人，可依据其组织章程文件，或在无相关规定的情况下，依据其董事或其他管理机构的决议，授权其认为合适的人士代表其出席公司的任何股东大会或任何类别成员的会议，该获授权人士有权行使与该法人作为个人成员时所能行使的相同权力。
每名获授权人士所获授权的股份数目及类别。根据本条款获授权的人士有权代表其所代表的认可结算所（或其代名人）行使与该认可结算所（或其代名人）相同的权利及权力，犹如该人士为持有授权书中指定股份数目及类别的本公司个人股东，包括发言权，以及在允许举手表决时，就举手表决单独行使投票权。
本公司须就每个财政年度在该财政年度结束后六个月内（或上市规则或联交所可能允许的其他期限内），召开股东周年大会。股东周年大会须在召集通知中注明为股东周年大会。
董事可召集股东大会，并须在收到股东要求书后立即着手召集本公司股东特别大会。股东要求书须由一名或多名股东于存放要求书之日持有本公司已发行股份（不包括库存股份所附带的投票权）表决权不少于10%（按每股一票计算）的股东提出，且该等股份于该日享有在本公司股东特别大会上投票的权利，并可就会议议程增添议案。股东要求书须列明会议目的及拟增添至会议议程的议案，并须由要求人签署，存放于本公司在香港的主要营业地点，或如本公司不再设有该主要营业地点，则存放于本公司的注册办事处，且可由多份格式相同、各由一名或多名要求人签署的文件组成。如于存放股东要求书之日董事会并无董事，或董事未能于存放股东要求书之日起21日内妥善着手召集于其后21日内举行的股东大会，则要求人或其中代表所有要求人总投票权逾半数的要求人可自行召集股东大会，但如此召集的任何大会须不迟于上述21日期限届满后三个月内举行。由要求人召集的股东大会，须尽可能以与董事召集股东大会相同的方式召集。
董事须妥善备置账簿，记录本公司收支的所有款项及相关事项、本公司的所有货物买卖以及本公司的资产及负债。该等账簿自编制之日起须至少保存五年。如未备置能够真实公平反映本公司事务状况及解释其交易的必要账簿，则不得视为已妥善备置账簿。
董事须决定公司账目及账簿或其中任何部分是否及在何种程度上、于何时何地及在何种条件或规定下向非董事的公司成员开放查阅，任何成员（非董事）均无权查阅公司任何账目、账簿或文件，除非《公司法》赋予该权利或经董事授权或经公司在股东大会上授权。
董事须安排编制并在每届年度股东大会上向公司呈列自上次账目以来期间的损益账，连同截至损益账结算日期的资产负债表、有关损益账所涵盖期间内公司损益情况及该期末公司事务状况的董事报告、核数师就该等账目所作的报告，以及法律规定的其他报告及账目。
公司须在每届年度股东大会上以普通决议委任一名或多名核数师，其任期至下届年度股东大会为止。公司可通过普通决议在核数师任期届满前将其免职。任何人士除非独立于公司，否则不得获委任为公司核数师。核数师的酬金须由公司在委任核数师的年度股东大会上以普通决议厘定，或以该决议指明的方式厘定。
年度股东大会须于不少于21天前发出通知，任何特别股东大会须于不少于14天前发出通知，通知期间不包括送达或视为送达通知当日及会议当日。召开年度股东大会的通知须注明会议性质，召开会议以通过特别决议案的通知须注明拟将该决议案作为特别决议案提出的意向。每份通知均须列明会议地点、日期及时间、决议案详情及会议所处理业务的大概性质。尽管有上述规定，公司股东大会不论是否已发出指定通知，亦不论是否已遵从《公司章程》中有关股东大会的条文，如获以下人士同意，则视为已妥善召开：
(b) 就特别股东大会而言，获有权出席及在会议上投票的成员中多数人数同意，且该等成员合共持有赋予该权利的股份面值不少于95%。
如在股东大会通知发出后但会议举行前，或在股东大会休会后但续会举行前（不论是否须就续会发出通知），董事基于其绝对酌情权认为基于任何原因在通知所指定的日期或时间及地点举行股东大会属不切实际或不合理，则可将会议更改或押后至另一日期、时间及地点举行。
董事亦有权在每份召开股东大会的通知中订明，如在股东大会当日任何时间悬挂热带气旋警告信号或黑色暴雨警告信号（除非该警告信号在股东大会前至少一段由董事在相关通知中指定的最短时间取消），则会议须自动押后而毋须另行发出通知，于稍后日期续会举行。
(b) 董事须确定续会的日期、时间及地点，且须在续会举行前至少发出七整天通知；该通知须列明押后会议续会的日期、时间及地点，以及为使委托书在续会上有效而须提交委托书的日期及时间（惟为原来会议提交的任何委托书，除非经撤销或以新委托书取代，否则对续会继续有效）；及
(c) 续会上仅处理原来会议通知所列明的业务，为续会发出的通知毋须列明续会上拟处理的业务，亦无需重新分发任何随附文件。如须在续会上处理任何新业务，公司须按照《公司章程》为该续会发出新通知。
股份转让可通过转让文书进行，该文书须以书面形式作出，并采用联交所规定的任何标准转让格式或董事批准的其他格式。转让文书须由转让人或代表转让人签署，并在董事另有决定的情况下，须由受让人签署，且转让人须被视为继续持有该股份，直至受让人的姓名/名称登记于公司股东名册为止。
(f) 就相关转让向公司缴付联交所不时厘定的最高金额以内的费用（或董事不时规定的较低金额）。
若董事拒绝登记任何股份转让，须于拒绝后两个月内通知转让人及受让人。
在公司股东名册关闭期间，股份转让登记须暂停办理。董事可在至少提前10个营业日发出通知（或于供股情况下至少提前6个营业日），以在联交所网站刊登广告，或在符合《上市规则》的情况下，以组织章程细则规定的电子方式向公司成员发送通知，或以在报章刊登广告的方式发出公告，于董事不时厘定的时间及期间关闭股东名册，惟股东名册每年关闭期间不得超过30日（或公司成员以普通决议厘定的较长期间，惟每年不得超过60日）。
在符合《公司法》规定的情况下，公司可购回自身股份，惟须符合以下条件：(a) 购回方式须事先获公司成员以普通决议授权；及 (b) 任何购回须仅按照联交所或香港证券及期货事务监察委员会不时颁布的相关守则、规则或法规进行。
组织章程细则内并无关于附属公司持有股份的条款。
在符合《公司法》及组织章程细则的规定下，公司可以普通决议决定就已发行股份派付股息及其他分派，并授权从公司合法可动用的资金中支付股息或其他分派，惟股息不得超过董事建议的金额。股息或其他分派须仅从公司的已实现或未动用利润、股份溢价账户中支付，或在法律另行允许的情况下支付。
董事可不时向公司成员支付其认为公司利润可以支持的中期股息。董事亦可不时以其认为适当的金额及日期，就股份宣派及支付特别股息。
除非附着于任何股份的权利另有规定，所有股息及其他分派须按成员在派息期间的任何部分或多个部分内就其持有股份已缴付的金额，按比例支付。就此而言，就股份超额缴付的任何款项不得视为已就该股份缴付的款项。
董事可从应付予公司任何成员的股息或其他分派中扣除该成员就催缴股款或其他方面欠付公司的所有款项（如有）。董事可保留就公司对其拥有留置权的股份应付或应付的股息或其他款项，并可将该等款项用于或拨作清偿与该留置权相关的债务、负债或承诺。
任何股息均不得对本公司计收利息。除附于任何股份的权利另有规定外，股息及其他分派可以任何货币支付。
每当董事或公司股东大会决议就本公司股本支付或宣派股息时，董事可进一步决议：(a) 该股息以全数或部分拨付经认缴为全额缴足股份的形式支付，但所拨付的股份须与受让人已持有股份属于同一类别，且本公司有权获得该股息的股东有权选择以现金代替该拨付（或其部分）收取该股息；或 (b) 本公司有权获得该股息的股东有权选择收取经认缴为全额缴足股份的拨付，以代替全部股息或董事认为适当的部分股息，但所拨付的股份须与受让人已持有股份属于同一类别。本公司可根据董事的建议，以普通决议就本公司任何一项特定股息决议，尽管有上述规定，股息可完全以拨付经认缴为全额缴足股份的形式支付，而无需向本公司股东提供以现金代替该拨付收取该股息的权利。
就股份应以现金支付的任何股息、利息或其他款项，可以电汇方式支付予持有人，或以支票或汇票方式通过邮寄寄往持有人的登记地址；如属联名持有人，则寄往本公司股东名册上列名在前的持有人的登记地址，或寄往持有人或联名持有人以书面指定的人士及地址。每张该等支票或汇票均须列明以收款人为抬头。两名或以上联名持有人中的任何一名，均可就联名持有股份应付的任何股息、其他分派、红利或其他款项出具有效收据。
任何股息或其他分派在应付日期起六年期间届满后仍未被申领，则该股息或分派须予没收并归还本公司。
董事经本公司股东以普通决议批准，可决议任何股息或其他分派全部或部分以分派特定资产方式支付，尤其（但不限于）以分派任何其他公司的股份、债券或证券，或以上述任何一种或多种方式支付；如在该等分派方面出现任何困难，董事可按其认为适当的方式解决，尤其可不计小数权益，将其向上或向下取整，或规定其归本公司所有；并可厘定该等特定资产或其任何部分的分派价值，并可决定就此向本公司任何股东支付现金，以调整所有股东的权利；并可按董事认为适当的方式将该等特定资产归入受托人。
公司有权出席股东大会并投票的股东，有权委任另一人（该人须为自然人）作为其代理人代其出席及投票，如此委任的代理人享有与该股东相同的在会议上发言的权利。投票可由本人亲自进行或由代理人代为进行。代理人无需为公司股东。股东可委任任意数量的代理人代其出席任一股东大会或任一类别股东大会。
委任代理人的文书须以书面形式作出，并由委任人或其经书面正式授权的代理人签署；若委任人为法人或其他非自然人，则须由其正式授权代表签署。
董事须在召开任何会议或续会的通知或公司发出的代理人文书中，注明委任代理人文书的存放方式（包括以电子方式）及存放地点和时间（该时间不得迟于相关会议或续会开始的指定时间）。
委任代理人的文书可采用任何惯常或通用格式（或董事批准的其他格式），并可注明适用于特定会议或其任何续会，或在撤销前持续有效。
在任何股份的配售及发行条款的规限下，董事可就股东尚未缴足其股份款项（无论是就面值还是溢价而言）向公司股东发出催缴通知，每位股东须（在收到至少14个完整日的付款时间通知后）于指定时间向公司缴付其股份的催缴款项。董事可决定全部或部分撤销或推迟催缴。催缴款项可分期缴付。获发催缴通知的人即使其后转让相关股份，仍须就该催缴通知承担责任。
催缴通知应被视为在董事通过授权催缴的决议时即告发出。股份的联名持有人须就该股份应缴的所有催缴款项及分期付款承担连带责任。
若催缴款项在到期应付后仍未获缴付，欠款人须就未缴款项自到期应付日起至实际缴付日止，按董事厘定的利率支付利息（以及公司因未获付款而招致的一切费用），但董事可全部或部分豁免支付利息或费用。
若任何催缴款项或分期缴付款项在到期应付后仍未获缴付，董事可向欠款人发出不少于14个完整日的通知，要求缴付未付款项连同可能已累计的任何利息及公司因未获付款而招致的任何费用。通知须注明付款地点，并声明若不遵从通知，则就该催缴通知所涉及的股份将被没收。
若未遵从上述通知，就该通知所涉及的任何股份，在通知所要求的款项缴付之前，可由董事通过决议予以没收。该没收包括就被没收股份应付但在没收前未付的所有股息、其他分派或其他款项。
被没收的股份可按董事认为适当的条款及方式出售、重新配售或以其他方式处置。
其股份遭没收的人，就被没收股份而言，将不再是公司股东，并须向公司交回被没收股份的证书以供注销，同时仍须向公司缴付截至没收日期就该等股份应付的所有款项及按董事厘定利率计算的利息，但若公司就该等股份已收到全额付款，该人的责任即告终止。
公司须依照《公司法》的规定维持或促使维持公司股东名册。董事可在联交所网站刊登广告，或在《上市规则》许可的情况下，以章程细则所规定的电子方式向公司可采用的方式发出通知，或在报章上刊登广告，给予10个营业日的通知（如属供股，则为6个营业日），在其厘定的时间及期间内关闭股东名册，该关闭可针对全体股东或任何类别股份，但股东名册在任何一年内关闭的时间不得超过30天（或公司股东以普通决议厘定的较长期间，但该期间在任何一年内不得延伸超过60天）。
除股东名册关闭期间外，股东名册须在办公时间内供公司任何股东免费查阅。
The Companies Act provides that a Cayman Islands company may issue ordinary shares, preference shares, redeemable shares or any combination thereof. The Companies Act provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account called the "share premium account". At the option of a company, these provisions may not apply to premiums on shares of that company allotted pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any other company and issued at a premium.
The Companies Act provides that the share premium account may be applied by the company subject to the provisions, if any, of its memorandum and articles of association, in such manner as the company may from time to time determine including, but without limitation:
(e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company.
No distribution or dividend may be paid to members out of the share premium account unless immediately following the date on which the distribution or dividend is proposed to be paid, the company will be able to pay its debts as they fall due in the ordinary course of business.
The Companies Act provides that, subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, by special resolution reduce its share capital in any way.
The Articles of Association of the Company include certain protections for holders of special classes of shares, requiring their consent to be obtained before their rights may be varied. The consent of the specified proportions of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares is required.
除非达到法定人数，否则任何股东大会不得处理任何事务。公司两名成员亲自或由代理人出席，或若为法团或其他非自然人则由其正式授权代表或代理人出席，且合计持有公司不少于10%的总投票权，即构成法定人数，但若公司仅有一名成员有权在该股东大会上投票，则该一名成员亲自或由代理人出席，或若为法团或其他非自然人则由其正式授权代表或代理人出席，即构成法定人数。
就公司单独某类别股份持有人召开的单独股东大会的法定人数，见上文第2.4段所述。
公司章程细则中没有关于少数股东在欺诈或压迫情况下权利的条款。
根据《公司法》，公司可通过特别决议决定自愿清盘。
(b) 若可供分配给公司成员的资产超过在清盘开始时偿还公司全部已缴足股本所需，则剩余部分应按成员在清盘开始时所持股份已缴付股本的比例分配给公司成员。
若公司进行清盘，清盘人可在获得公司特别决议批准及《公司法》规定的其他批准后，将公司全部或部分资产以实物形式（无论该等资产是否属于同种类财产）分配给公司成员，并可为此目的对任何资产进行估值，以及确定如何在公司成员或不同类别成员之间进行分配。清盘人亦可在获得同样批准的情况下，将全部或部分该等资产以信托方式交付受托人，为公司成员的利益而设立清盘人认为合适的信托，但任何公司成员均不得被迫接受任何附有负债的资产、股份或其他证券。
在下列情况下，公司有权出售公司成员的任何股份，或某人根据死亡、破产或法律运作而有权获得的股份：(a) 就该等股份持有人应收取的现金款项所开出的支票或凭单，数量不少于三张，且在12年期间内均未被兑现；(b) 公司在该期间内或在下文(d)项所述三个月期限届满前，未收到任何有关该成员下落或存在的迹象；(c) 在该12年期间内，有关股份至少有三次股息到期应付，而该成员在该期间内未曾认领任何股息；及(d) 在该12年期间届满后，公司已在报章上刊登广告，或在符合《上市规则》的情况下，以公司章程细则所规定的电子通讯方式发出通知，说明其出售该等股份的意图，且自该广告刊登后已届满三个月，并已就该意图通知联交所。任何该等出售所得净收益归公司所有，公司收到该等净收益后，即对前任成员负有相当于该等净收益金额的债务。
《公司法》在很大程度上源自英格兰较早期的公司法，但《公司法》与现行英格兰《公司法》之间存在重大差异。以下为《公司法》若干条款的概要，惟此概要并不旨在涵盖所有适用的限定条件和例外情况，亦非对所有公司法律及税务事宜的完整述评，有关事宜可能与相关各方较为熟悉的司法管辖区的相应条款有所不同。
本公司于2015年7月21日根据《公司法》在开曼群岛注册成立为获豁免有限公司。因此，本公司的营运必须主要在开曼群岛以外进行。本公司须每年向开曼群岛公司注册处提交周年申报表并缴付费用，该费用按其法定股本规模厘定。
《公司法》允许公司发行普通股、优先股、可赎回股份或其任何组合。
《公司法》规定，凡公司以溢价发行股份（无论是否以现金方式），须将该等股份溢价总额转入一个称为"股份溢价账户"的账户。公司可选择不将上述规定适用于根据任何安排以溢价配发的股份溢价，但该等股份须系为收购或注销任何其他公司股份为代价而发行。《公司法》规定，股份溢价账户可由公司酌情使用，但须遵守其组织章程备忘录及章程细则（如有）的相关规定，公司可不时以其认为适当的方式动用该账户，包括但不限于：
为赎回或购买公司任何股份或债券时应付的溢价提供准备金。
除非在拟支付分配款项或股息之日后，公司仍能在正常业务过程中偿付到期债务，否则不得从股份溢价账户向股东支付任何分配款项或股息。
《公司法》规定，经开曼群岛大法院确认，股份有限公司或兼有股本的保证有限公司，如其章程细则授权，可通过特别决议以任何方式削减其股本。
根据《公司法》的详细规定，股份有限公司或兼有股本的保证有限公司，如其章程细则授权，可发行由公司或股东选择赎回或须予赎回的股份。此外，此类公司如经章程细则授权，亦可购回本身的股份，包括任何可赎回股份。该等购回方式须经章程细则或公司普通决议授权。章程细则可规定购回方式由公司董事决定。公司在任何时候均不得赎回或购回未全额缴付的股份。若赎回或购回股份的结果导致公司不再有任何股东持有股份，则公司不得赎回或购回任何股份。公司动用资本赎回或购回本身股份的付款，除非在拟付款之日后公司仍能在正常业务过程中偿付到期债务，否则不具合法性。
开曼群岛对公司就购买或认购本公司或其控股公司股份提供财务资助并无法定限制。因此，若公司董事在履行其谨慎行事及诚信行事、以正当目的并为公司利益行事的职责时，认为可适当给予此类资助，则公司可提供财务资助。该等资助应在公平交易的基础上进行。
除《公司法》第34条外，并无关于支付股息的法定条文。根据英国判例法（该判例法在开曼群岛此领域可能具有说服力），股息只可从利润中支付。此外，《公司法》第34条允许（须符合偿债能力测试及公司组织章程备忘录和章程细则（如有）的规定）从股份溢价账户支付股息及分配款项（详情见上文第5段）。
可以预期开曼群岛法院将遵循英国判例法先例。Foss诉Harbottle案确立的规则（及其例外情形，即允许少数股东就以下事项以公司名义提起集体诉讼或派生诉讼：(a) 公司越权或违法的行为；(b) 不当行为人本身控制公司情况下针对少数股东的欺诈行为；及 (c) 须经特定（或特别）多数决议通过但尚未获得该等决议的行为）已获开曼群岛法院适用和遵循。
In the case of a company (not being a bank) having a share capital divided into shares, the Grand Court of the Cayman Islands may, on the application of members holding not less than one-fifth of the shares of the company in issue, appoint an inspector to examine into the affairs of the company and to report thereon in such manner as the Grand Court shall direct. Any shareholder of a company may petition the Grand Court of the Cayman Islands which may make a winding up order if the court is of the opinion that it is just and equitable that the company should be wound up.
Claims against a company by its shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by the company's memorandum and articles of association.
The English common law rule that the majority will not be permitted to commit a fraud on the minority has been applied and followed by the courts of the Cayman Islands.
The Companies Act contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the company.
The Companies Act requires that a company shall cause to be kept proper books of account with respect to:
(a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;
(c) the assets and liabilities of the company.
Proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions.
An exempted company may, subject to the provisions of its articles of association, maintain its principal register of members and any branch registers at such locations, whether within or without the Cayman Islands, as its directors may from time to time think fit. There is no requirement under the Companies Act for an exempted company to make any returns of members to the Registrar of Companies of the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection.
Members of a company will have no general right under the Companies Act to inspect or obtain copies of the register of members or corporate records of the company. They will, however, have such rights as may be set out in the company's articles of association.
The Companies Act provides that a resolution is a special resolution when it has been passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, except that a company may in its articles of association specify that the required majority shall be a number greater than two-thirds, and may additionally so provide that such majority (being not less than two-thirds) may differ as between matters required to be approved by a special resolution. Written resolutions signed by all the members entitled to vote for the time being of the company may take effect as special resolutions if this is authorised by the articles of association of the company.
The Companies Act does not prohibit a Cayman Islands company acquiring and holding shares in its parent company provided its objects so permit. The directors of any subsidiary making such acquisition must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the subsidiary.
The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) "merger" means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) "consolidation" means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and
such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorised by (a) a special resolution of each constituent company and (b) such other authorisation, if any, as may be specified in such constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
There are statutory provisions which facilitate reconstructions and amalgamations approved by (a) 75% in value of shareholders, or (b) a majority in number representing 75% in value of creditors, depending on the circumstances, as are present at a meeting called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands. Whilst a dissenting shareholder would have the right to express to the Grand Court his view that the transaction for which approval is sought would not provide the shareholders with a fair value for their shares, the Grand Court is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or bad faith on behalf of management and if the transaction were approved and consummated the dissenting shareholder would have no rights comparable to the appraisal rights (i.e. the right to receive payment in cash for the judicially determined value of his shares) ordinarily available, for example, to dissenting shareholders of United States corporations.
Where an offer is made by a company for the shares of another company and, within four months of the offer, the holders of not less than 90% of the shares which are the subject of the offer accept, the offeror may at any time within two months after the expiration of the said four months, by notice require the dissenting shareholders to transfer their shares on the terms of the offer. A dissenting shareholder may apply to the Grand Court of the Cayman Islands within one month of the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the Grand Court should exercise its discretion, which it will be unlikely to do unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders.
Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime).
A company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the company:
(b) intends to present a compromise or arrangement to its creditors (or classes thereof) either pursuant to the Companies Act, the law of a foreign country or by way of a consensual restructuring.
The Grand Court may, among other things, make an order appointing a restructuring officer upon hearing of such petition, with such powers and to carry out such functions as the court may order. At any time (i) after the presentation of a petition for the appointment of a restructuring officer but before an order for the appointment of a restructuring officer has been made, and (ii) when an order for the appointment of a restructuring officer is made, until such order has been discharged, no suit, action or other proceedings (other than criminal proceedings) shall be proceeded with or commenced against the company, no resolution to wind up the company shall be passed, and no winding up petition may be presented against the company, except with the leave of the court. However, notwithstanding the presentation of a petition for the appointment of a restructuring officer or the appointment of a restructuring officer, a creditor who has security over the whole or part of the assets of the company is entitled to enforce the security without the leave of the court and without reference to the restructuring officer appointed.
A company may be placed in liquidation compulsorily by an order of the court, or voluntarily (a) by a special resolution of its members if the company is solvent, or (b) by an ordinary resolution of its members if the company is insolvent. The liquidator's duties are to collect the assets of the company (including the amount (if any) due from the contributories (shareholders)), settle the list of creditors and discharge the company's liability to them, rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of contributories and divide the surplus assets (if any) amongst them in accordance with the rights attaching to the shares.
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands.
Pursuant to section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, the Company may obtain an undertaking from the Financial Secretary of the Cayman Islands: (a)
that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of litigation or inheritance tax shall be payable: (i)
(ii) by way of the withholding in whole or in part of any relevant payment as defined in section 6(3) of the Tax Concessions Act (As Revised).
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties that are applicable to any payments made by or to the Company.
There are no exchange control regulations or currency restrictions in the Cayman Islands.
Maples and Calder (Hong Kong) LLP, the Company's legal advisers on Cayman Islands law, have sent to the Company a letter of advice summarising aspects of Cayman Islands company law. This letter, together with a copy of the Companies Act, is on display on the websites as referred to in the section headed "Documents Delivered to the Registrar of Companies and Available on Display" in Appendix V. Any person wishing to have a detailed summary of Cayman Islands company law or advice on the differences between it and the laws of any jurisdiction with which he/she is more familiar is recommended to seek independent legal advice.
A.
1.
Our Company was incorporated in the Cayman Islands under the Companies Act as an exempted company with limited liability on July 21, 2015. Our registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Accordingly, our Company's corporate structure and Articles of Association are subject to the relevant laws of the Cayman Islands. A summary of our Articles of Association is set out in the section headed "Summary of the Constitution of our Company" in Appendix III to this Prospectus.
Our headquarters and principal places of business in the PRC are at Block A, Building No. 2, Fenghao East Road No. 9, Haidian District, Beijing, PRC and No. 1868, Yunjuan South Road, Lin-gang Special Area, China (Shanghai) Pilot Free Trade Zone. We have been registered as a non-Hong Kong company under Part 16 of the Companies Ordinance with the Registrar of Companies in Hong Kong. Ms. Ka Man So has been appointed as the authorized representative of our Company for the acceptance of service of process in Hong Kong. The address for service of process is 5/F, Manulife Place, 348 Kwun Tong Road, Kowloon, Hong Kong.
2.
The following sets out the changes in the share capital of our Company during the two years immediately preceding the date of this Prospectus:
On December 7, 2023, we issued 269,711,694 series D preferred shares to CARIAD Estonia AS.
On December 28, 2023, we issued 13,485,585 series D preferred shares to SAIC QIJUN I Holdings Limited.
On August 10, we issued an aggregate of 1,444,950,216 Class B Ordinary Shares to our employee shareholding platforms, namely Pirates Gold Holding Limited, Pirates Silver Holding Limited and Pirates Bronze Holding Limited.
Save as disclosed in the section headed "History, Reorganization and Corporate Structure", there has been no alternation in our share capital of our Company within the two years immediately preceding the date of this Prospectus.
3.
A summary of the corporate information and the particulars of our subsidiaries are set out in the Accountants' Report in Appendix I to this Prospectus.
The following sets out the changes in the share capital of the Company's subsidiaries during the two years immediately preceding the date of this Prospectus:
On November 24, 2022, Horizon Shanghai increased its share capital from RMB1,200 million to RMB4,000 million.
On November 30, 2022, Horizon Nanjing increased its share capital from RMB138 million to RMB350 million.
On February 9, 2023, Beijing Horizon Robotics increased its share capital from RMB2,000 million to RMB8,000 million.
On May 11, 2023, Chengdu Horizon Journey Technology Co., Ltd. (成都地平線征程科技有限公司) increased its share capital from RMB70 million to RMB170 million.
On September 7, 2023, Horizon Shenzhen increased its share capital from RMB580 million to RMB1,500 million.
On September 27, 2023, D-Robotics was incorporated in the Cayman Islands as a limited liability company with one issued share at a par value of US$1.00.
On December 25, 2023, Ningbo Horizon Sateng Technology Co., Ltd. (寧波地平線颯騰科技有限公司) was established as a limited liability company in the PRC with an initial registered capital of US$300 million.
On October 24, 2023, D-Robotics Holding Limited was incorporated in Hong Kong as a limited liability company with a share capital of HK$1 divided into one share of HK$1.00 each.
On January 16, 2024, Shenzhen D-Robotics Co., Ltd. (深圳地瓜機器人有限公司) was established as a limited liability company in the PRC with an initial registered capital of RMB200 million.
On February 27, 2024, Horizon Journey Together Limited was incorporated in Hong Kong as a limited liability company with a share capital of HK$1 divided into 1 shares of HK$1.00 each.
On March 27, 2024, Nanjing D-Robotics Co., Ltd. (南京籮卜的殼科技有限公司) was established as a limited liability company in the PRC with an initial registered capital of RMB2 million.
On March 27, 2024, Beijing D-Robotics Co., Ltd. (北京籮卜的殼科技有限公司) was established as a limited liability company in the PRC with an initial registered capital of RMB5 million.
On April 18, 2024, Shanghai D-Robotics Co., Ltd. (上海籮卜的殼科技有限公司) was established as a limited liability company in the PRC with an initial registered capital of RMB100 million.
On June 16, 2024, one ordinary share with a par value of US$1.00 of D-Robotics was divided and re-designated into 100,000 class B ordinary shares with a par value of US$0.00001 each.
On June 25, 2024, 131,440,218 class A ordinary shares, 599,900,000 class B ordinary shares and 127,635,874 series A1 preferred shares of D-Robotics were issued at a par value of US$0.00001 each to relevant shareholders.
Save as disclosed above and the section headed "History, Reorganization and Corporate Structure", there had been no other alterations of share capital of our subsidiaries within the two years preceding the date of this Prospectus.
Pursuant to an extraordinary Shareholders' meeting on October 8, 2024, our Shareholders resolved that, among others:
(b) the terms of the Post-IPO Share Incentive Plan were approved and adopted, and will come into effect upon Listing;
(d) all issued Class A Ordinary Shares other than those held by the controlled entities of Dr. Yu and Dr. Huang, and all of the Preferred Shares be re-designated and re-classified as Class B Ordinary Shares, and the authorized share capital of the Company shall be US$50,000 divided into 2,124,389,270 Class A Ordinary Shares of US$0.0000025 par value each and 17,875,610,730 Class B Ordinary Shares of US$0.0000025 par value each and the issued share capital of the Company shall be
US$34,337.53 divided into 2,124,389,270 Class A Ordinary Shares of US$0.0000025 par value each and 11,610,622,012 Class B Ordinary Shares of US$0.0000025 par value each, in each case to be effective on the Listing Date;
(e) a general unconditional mandate was given to our Directors to exercise all the powers of our Company to (i) allot, issue and deal with Class B Ordinary Shares or securities convertible into Class B Ordinary Shares and to make or grant offers or agreements or options (including any warrants, bonds, notes and debentures conferring any rights to subscribe for or otherwise receive Class B Ordinary Shares) and (ii) sell and/or transfer Class B Ordinary Shares out of treasury that are held as treasury shares which might require Class B Ordinary Shares to be allotted, issued, or dealt with, or to be sold and/or transferred out of treasury that are held as treasury shares, other than pursuant to the Global Offering or pursuant to a rights issue or pursuant to the exercise of any subscription rights attaching to any warrants or any option scheme or similar arrangement which may be allotted and issued by our Company from time to time on a specific authority granted by the Shareholders in general meeting or, pursuant to the allotment and issue of Class B Ordinary Shares in lieu of the whole or part of a dividend on Class B Ordinary Shares in accordance with the Articles, Class B Ordinary Shares not exceed 20% of the number of the Shares in issue (excluding any treasury shares) immediately following completion of the Global Offering, such mandate to remain in effect until the conclusion of the next annual general meeting of our Company, or the expiration of the period within which the next annual general meeting of our Company is required to be held by the Articles or any applicable laws, or until revoked or varied by an ordinary resolution of Shareholders in general meeting, whichever is the earliest;
(f) a general unconditional mandate (the "Repurchase Mandate") was given to our Directors to exercise all the powers of our Company to repurchase Class B Ordinary Shares on the Stock Exchange or on any other stock exchange on which the securities of our Company may be listed and which is recognised by the SFC and the Stock Exchange for this purpose, such number of Shares shall not exceed 10% of the total number of Shares in issue immediately following the completion of the Global Offering, excluding any treasury shares or Class B Ordinary Shares to be sold, or issued and allotted pursuant to the exercise of the Over-allotment Option; and
回购授权通过在董事根据该一般授权可配发或同意有条件或无条件配发及发行的股份数目中加入代表本公司根据上文第(f)段所述的购买股份授权回购的股份数目的金额而获扩展，惟该金额不得超过紧随全球发售完成后已发行股份总数（不包括任何库存股份）的10%，且不包括根据行使超额配股权而出售或发行及配发的任何B类普通股。
在联交所作主要上市的公司拟回购股份（须已全部缴足），必须事先获股东大会以普通决议案批准，方式为一般授权或对特定交易的具体批准。
根据2024年10月8日召开的股东特别大会，回购授权已授予董事，授权本公司在联交所或证监会及联交所为此目的认可的任何其他证券交易所（本公司证券可能在该等交易所上市）回购B类普通股，回购数量不超过紧随全球发售完成后已发行股份数目（不包括任何库存股份）的10%，但不包括可能根据行使超额配股权而发行的任何B类普通股，授权期限至本公司下次股东周年大会结束，或组织章程细则或任何适用法律规定须举行下次股东周年大会的日期，或股东通过普通决议案撤销或更改授予董事的授权，以最早发生者为准。
回购须以可根据本公司组织章程细则及香港和开曼群岛适用法律合法用于此目的的资金支付。上市公司不得在联交所以现金以外的代价回购本公司证券，或以不符合联交所不时颁布的交易规则的方式进行结算。根据开曼群岛法律，本公司的任何回购可从利润中、从为回购目的而发行新股的所得款项中、从本公司股份溢价账户的贷项中拨付，或在组织章程细则授权且须符合开曼公司法的情况下从资本中拨付。就回购价格超出所回购股份面值部分须支付的任何溢价，必须从利润中或从股份溢价账户的贷项中拨付，或在组织章程细则授权且须符合开曼公司法的情况下从资本中拨付。
本公司可回购的B类普通股总数最多不超过全球发售完成后（但不考虑超额配股权获行使时可能发行的任何B类普通股）本公司已发行股份总数（不包括任何库存股）的10%。本公司不得在回购股份后的30日内，未经联交所事先批准，即发行新股份，或出售或转让任何库存股，或宣布拟发行新股份，或出售或转让任何库存股。为免生疑问，此项限制不适用于：(i) 根据资本化发行的新股份发行或库存股的出售或转让；(ii) 根据符合《上市规则》第17章的股份计划授予股份奖励或购股权，或根据符合《上市规则》第17章的股份计划于股份奖励或购股权归属或行使时发行的新股份或转让库存股；及(iii) 根据行使认股权证、购股权或类似工具（在回购前已发行，且要求发行人发行证券）而发行的新股份或转让库存股。倘回购将导致于公众人士手中的上市B类普通股数目低于联交所规定的相关最低规定百分比，本公司亦不得在联交所回购B类普通股。本公司须确保由其委托以进行B类普通股回购的经纪商向联交所披露联交所可能要求的有关回购的资料。根据《上市规则》现行规定，发行人不得在联交所按高于其股份于联交所上市前五个交易日平均收市价5%或以上的购买价购买其股份。
回购B类普通股后，本公司可注销任何已回购的B类普通股及/或将其作为库存股持有，惟须视乎（其中包括）相关回购时间的市场状况及资本管理需要而定，该等状况及需要可能因情况变化而改变。
上述每种情况均以业绩公告日期为结束日期，除非情况属于例外情况，否则本公司不得在联交所回购B类普通股。
此外，倘上市公司违反《上市规则》，联交所可禁止该公司在联交所回购证券。
本公司不得在联交所出售或转让任何库存股后30日内，未经联交所事先批准，在联交所购买任何B类普通股。
根据《上市规则》规定，在联交所或其他方式回购股份，须于本公司可购买股份之日后紧接的联交所营业日上午交易时段或任何上午开市前时段（以较早者为准）开始前不少于30分钟向联交所申报。申报须述明前一日购买的股份总数、每股购买价或已支付的最高及最低价格，以及已购买的股份是否于任何该等购买事项结算后予以注销或作为库存股持有，以及（如适用）任何偏离本公司早前所披露意向声明的原因。此外，本公司的年报须披露年内回购股份的详情，包括回购股份数目的每月明细、每股购买价或所有该等购买事项已支付的最高及最低价格（如相关），以及已支付的总价格。
公司被禁止在联交所向核心关联人士（定义见《上市规则》）知情地回购证券，而核心关联人士亦不得在联交所知情地向公司出售其证券。
the cornerstone investment agreement dated October 14, 2024 entered into among our Company, Boyu Investment Fund III, L.P., Goldman Sachs (Asia) L.L.C., Morgan Stanley Asia Limited, China Securities (International) Corporate Finance Company Limited and CLSA Limited, pursuant to which Boyu Investment Fund III, L.P. agreed to subscribe for Class B Ordinary Shares at the Offer Price in the aggregate amount of Hong Kong dollar equivalent of US$30,000,000;
董事认为，董事从股东处获得一般授权使董事得以在市场上回购B类普通股，符合本公司及股东的最佳利益。此类回购可能（取决于届时的市场情况及融资安排）提升每股资产净值及/或每股盈利，且仅在董事认为此类回购将令本公司及股东受益的情况下方会进行。
在回购证券时，本公司只可根据章程细则、上市规则及香港适用法律法规，动用合法可用于该目的的资金。
根据本招股章程所披露的当前财务状况，并考虑到当前营运资金状况，董事认为，若购回授权获全数行使，与本招股章程所披露的状况相比，可能对本公司的营运资金及╱或负债比率产生重大不利影响。然而，董事并无建议将购回授权行使至在有关情况下会对本公司营运资金需求或负债水平产生重大不利影响的程度，盖因董事认为该等营运资金需求或负债水平在不同时间均适合本公司。
(iii) 采取任何其他措施，确保其不会行使任何股东权利或收取任何权益，而若该等股份以其自身名义登记为库存股份，该等权利或权益在适用法律下将予以暂停。
于最后实际可行日期，本公司并不持有任何库存股份，且于上市后亦不会持有任何库存股份。据董事所知，本文所载的解释性陈述及拟议股份回购均不具有异常特点。
董事或（据其知悉，经作出一切合理查询后）其任何紧密联系人均无意向本公司出售任何股份。
董事已承诺，在适用的情况下，将根据上市规则及开曼群岛适用法律法规行使购回授权。
任何导致公众持有的股份数量减少至低于联交所规定的最低百分比的股份回购，只有在联交所同意豁免上述有关公众持股量的上市规则规定的情况下方可实施。相信除非在特殊情况下，否则通常不会获准豁免该条文。
如任何股份回购导致某股东在本公司投票权中的相应权益增加，该增加须就收购守则的目的视为收购。因此，某股东或一致行动的一组股东可能取得或巩固对本公司的控制权，并须根据收购守则第26条规定作出强制性要约。
除上文所述外，董事概不知悉根据一般授权回购股份后将会在收购守则下引起任何后果。
概无核心关连人士通知本公司其现时有意向本公司出售股份，或已承诺不于购回授权获行使时出售股份。
(a) 于2024年10月14日订立的基石投资协议，订约方为本公司、Alisoft China Holding Limited、高盛（亚洲）有限责任公司、摩根士丹利亚洲有限公司、中国证券（国际）融资有限公司及里昂证券有限公司，据此Alisoft China Holding Limited同意按发售价认购B类普通股，总认购金额相当于50,000,000美元的港币等值；
(b) 于2024年10月14日订立的基石投资协议，订约方为本公司、百度（香港）有限公司、高盛（亚洲）有限责任公司、摩根士丹利亚洲有限公司、中国证券（国际）融资有限公司及里昂证券有限公司，据此百度（香港）有限公司同意按发售价认购B类普通股，总认购金额相当于50,000,000美元的港币等值；
(c) 于2024年10月14日订立的基石投资协议，订约方为本公司、博裕投资基金III, L.P.、高盛（亚洲）有限责任公司、摩根士丹利亚洲有限公司、中国证券（国际）融资有限公司及里昂证券有限公司，据此博裕投资基金III, L.P.同意按发售价认购B类普通股，总认购金额相当于30,000,000美元的港币等值；
As of the Latest Practicable Date, our Group had registered the following patents which we consider to be material to our Group's business:
No.
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30.
Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics
ZL201710008109.6 ZL201710084996.0 ZL201710085024.5 ZL201810826067.0 ZL201810827616.0 ZL201910177065.2 ZL201910176900.7 ZL201910176929.5 ZL201910177104.5 ZL201910176920.5 ZL201711289488.6 ZL201910176991.6 ZL201910590484.4 ZL201910590488.2 ZL201910590482.5 ZL201910590463.2 ZL201910590462.8 ZL201910590459.6 ZL201910590456.2 ZL201910590461.9 ZL201910590460.4 ZL201910590458.2 ZL202010043786.X ZL201910176918.8 ZL201910176945.4 ZL201910177047.4 ZL201910177050.6 ZL201910176901.1 ZL201711289518.7 ZL201711490830.X
PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC
Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention
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31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60.
Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics Beijing Horizon Robotics
ZL201711490863.4 ZL202010053852.4 ZL202010218988.3 ZL202010219017.9 ZL202010218989.8 ZL202110374460.4 ZL202110374443.0 ZL202110374397.4 ZL202110374406.4 ZL202110374410.0 ZL202110374407.9 ZL202110374413.4 ZL202110374380.9 ZL202110374405.X ZL202110374384.7 ZL202210044165.6 ZL202210044215.4 ZL202110553989.5 ZL202110553987.6 ZL202110553986.1 ZL202110553985.7 ZL202110553984.2 ZL202110553983.8 ZL202010546271.9 ZL202010546272.3 ZL202010546254.5 ZL202110234691.8 ZL202110234707.9 ZL202010546273.8 ZL202010546253.0
PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC PRC
Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention Invention
As of the Latest Practicable Date, we are the owner of the following material patents, details of which are as follows:
| No. | Patent Description | Registered Owner | Place of Registration | |-----|-------------------|------------------|-----------------------| | 1. | Storage device, method, electronic equipment and storage medium (存儲裝置、方法、電子設備和存儲介質) | Horizon Shanghai | PRC | | 2. | Control method and device for vehicle lane changing, electronic equipment and storage medium (車輛換道的控制方法和裝置、電子設備和存儲介質) | Horizon Anting | PRC | | 3. | Autonomous driving control method and device, electronic equipment and storage medium (自動駕駛控制方法和裝置、電子設備和存儲介質) | Horizon Shanghai | PRC |
| No. | Patent Description | Registered Owner | Place of Registration | |-----|-------------------|------------------|-----------------------| | 4. | Vehicle control method, device and vehicle (車輛控制方法、裝置和車輛) | Horizon Anting | PRC | | 5. | Safety protection method and device in vehicle collision, electronic equipment and medium (車輛碰撞中的安全防護方法和裝置、電子設備和介質) | Horizon Anting | PRC | | 6. | Fault diagnosis circuit, method, device and computer-readable storage medium (故障診斷電路、方法、裝置及計算機可讀存儲介質) | Horizon Shanghai | PRC | | 7. | Method and device, equipment and medium for detecting motion information of targets (對目標的運動信息進行檢測的方法和裝置、設備和介質) | Horizon Hangzhou | PRC | | 8. | Method and device, equipment and medium for detecting motion information of targets (對目標的運動信息進行檢測的方法和裝置、設備和介質) | Horizon Hangzhou | Japan | | 9. | Protection circuit, method, device and computer-readable storage medium for data path (數據通路的保護電路、方法、裝置及計算機可讀存儲介質) | Horizon Hangzhou | PRC | | 10. | Test circuit, method and device for module under test (待測試模塊的測試電路、方法及裝置) | Horizon Hangzhou | PRC | | 11. | Test circuit, method and device for module under test (待測試模塊的測試電路、方法及裝置) | Horizon Hangzhou | Japan | | 12. | Method and device for determining hardware utilization rate, storage medium and electronic equipment (確定硬件使用率的方法和裝置、存儲介質、電子設備) | Horizon Hangzhou | PRC | | 13. | Image stitching method and device, computer-readable storage medium and electronic equipment (圖像拼接方法和裝置、計算機可讀存儲介質、電子設備) | Horizon Hangzhou | PRC | | 14. | Lane line fitting method, device, medium and electronic equipment (車道線擬合方法、裝置、介質以及電子設備) | Beijing Horizon Robotics | PRC | | 15. | A vehicle guidance prompt method and device (一種車輛導向提示方法及裝置) | Beijing Horizon Robotics | PRC | | 16. | Driving trajectory prediction method, device, electronic equipment and storage medium (行車軌跡預測方法、裝置、電子設備及存儲介質) | Horizon Shanghai | PRC | | 17. | A method and device for estimating traffic signal status (一種信號燈狀態的估計方法及裝置) | Beijing Horizon Robotics | PRC | | 18. | A method and device for matching landmarks (一種標誌物的匹配方法及裝置) | Beijing Horizon Robotics | PRC | | 19. | A method and device for controlling vehicle driving status (一種車輛駕駛狀態的控制方法及裝置) | Beijing Horizon Robotics | PRC | | 20. | A method and device for ranging target objects (一種目標對象的測距方法及裝置) | Beijing Horizon Robotics | PRC | | 21. | A method and device for determining target detection models (一種目標檢測模型的確定方法及裝置) | Beijing Horizon Robotics | PRC | | 22. | Instruction execution method, device and electronic equipment (指令執行方法、裝置和電子設備) | Beijing Horizon Robotics | PRC | | 23. | Vehicle driving trajectory prediction method and device (車輛行駛軌跡預測方法和裝置) | Beijing Horizon Robotics | PRC | | 24. | Method and device for determining nearest obstacles, storage medium and electronic equipment (最近障礙物的確定方法和裝置、存儲介質、電子設備) | Beijing Horizon Robotics | PRC | | 25. | Method and device for identifying vehicle driving status, storage medium and electronic equipment (車輛行駛狀態的識別方法和裝置、存儲介質、電子設備) | Beijing Horizon Robotics | PRC | | 26. | Method and device for obtaining and processing tensor data with digital signature information (用於獲得和處理帶數字簽名信息的張量數據的方法和裝置) | Horizon Information | PRC | | 27. | A method and device for determining depth information of image feature points (一種圖像特徵點的深度信息確定方法及裝置) | Beijing Horizon Robotics | PRC |
| No. | Patent Description | Registered Owner | Place of Registration | |-----|-------------------|------------------|-----------------------| | 28. | Method and device for adjusting camera pitch angle, storage medium and electronic equipment (相機俯仰角的調整方法和裝置、存儲介質、電子設備) | Beijing Horizon Robotics | PRC | | 29. | Method and device for adjusting camera roll angle, storage medium and electronic equipment (相機翻滾角的調整方法和裝置、存儲介質、電子設備) | Horizon Anting | PRC | | 30. | A method and device for determining pose (一種位姿確定方法及裝置) | Beijing Horizon Robotics | PRC | | 31. | A method and device for determining vehicle state quantity information (一種車輛狀態量信息確定方法及裝置) | Beijing Horizon Robotics | PRC | | 32. | Motion state prediction method, device, electronic equipment and vehicle (運動狀態預測方法、裝置、電子設備及車輛) | Horizon Nanjing | PRC | | 33. | Device and method for processing data of multiple regions of interest in images (處理圖像的多個感興趣區域數據的裝置和方法) | Horizon Nanjing | PRC | | 34. | Method and device for block access of tensor data (張量數據分塊存取的方法及裝置) | Beijing Horizon Robotics | PRC | | 35. | Feature data extraction method and device, instruction generation method and device (特徵數據提取方法及裝置、指令生成方法及裝置) | Beijing Horizon Robotics | PRC | | 36. | Memory access control method, device and electronic equipment (存儲器訪問控制方法、裝置和電子設備) | Beijing Horizon Robotics | PRC | | 37. | Memory access control method, device and electronic equipment (存儲器訪問控制方法、裝置和電子設備) | Beijing Horizon Robotics | United States | | 38. | Memory access control method, device and electronic equipment (存儲器訪問控制方法、裝置和電子設備) | Beijing Horizon Robotics | Japan | | 39. | Memory access control method, device and electronic equipment (存儲器訪問控制方法、裝置和電子設備) | Beijing Horizon Robotics | Taiwan | | 40. | Memory access control method, device and electronic equipment (存儲器訪問控制方法、裝置和電子設備) | Beijing Horizon Robotics | South Korea | | 41. | Circuit detection method and data detection circuit (電路檢測方法和數據檢測電路) | Horizon Information | South Korea | | 42. | Image processing method, method and device for generating instructions for image processing (圖像處理方法、用於圖像處理的指令的生成方法及裝置) | Horizon Shanghai | Japan | | 43. | Data processing method, device, electronic equipment and medium (數據處理方法、裝置、電子設備以及介質) | Beijing Horizon Robotics | United States | | 44. | Method and device for controlling hardware modules, electronic equipment and storage medium (控制硬件模塊的方法及裝置、電子設備和存儲介質) | Horizon Shanghai | PRC | | 45. | Method and device for controlling hardware modules, electronic equipment and storage medium (控制硬件模塊的方法及裝置、電子設備和存儲介質) | Horizon Shanghai | United States |
As of the Latest Practicable Date, we owned the following copyrights which we consider to be material to our business:
| No. | Copyright Name | Registered Owner | Place of Registration | |-----|---------------|------------------|-----------------------| | 1. | Camera pitch angle estimation system based on image sequences (基於圖像序列的攝像頭的俯仰角估計系統) | Horizon Shenzhen | PRC | | 2. | Autonomous driving simulation and visual debugging software (自動駕駛仿真及可視化調試軟件) | Horizon Shenzhen | PRC | | 3. | Autonomous driving sensor status monitoring platform (自動駕駛傳感器狀態監測平台) | Beijing Horizon Robotics | PRC | | 4. | Horizon Journey2 forward-looking environment perception system (地平線Journey2前視環境感知系統) | Beijing Horizon Robotics | PRC | | 5. | Computer-aided driving perception evaluation system (計算機輔助駕駛感知測評系統) | Horizon Information | PRC | | 6. | Fisheye camera calibration and distortion correction system (魚眼相機標定及畸變校正系統) | Nanjing Development | PRC | | 7. | Horizon Aidi issue management platform (地平線艾迪問題管理平台) | Beijing Horizon Robotics | PRC | | 8. | Horizon Tiangong Kaiwu toolchain software (地平線天工開物工具鏈軟件) | Beijing Horizon Robotics | PRC | | 9. | Super driving system (超級駕駛系統) | Horizon Shanghai | PRC | | 10. | Super driving perception system (超級駕駛感知系統) | Horizon Shanghai | PRC | | 11. | Horizon Robotics logo (Horizon Robotics標誌) | Beijing Horizon Robotics | PRC | | 12. | New brain graphic (新版大腦圖形) | Beijing Horizon Robotics | PRC |
As of the Latest Practicable Date, we had registered the following domain names which we consider to be material to our business:
| No. | Domain Name | Registered Owner | Registration Date | Expiry Date | |-----|------------|------------------|-------------------|-------------| | 1. | horizon.cc | Horizon Information | 2020-12-10 | 2029-12-10 | | 2. | horizon.auto | Horizon Information | 2024-04-01 | 2025-10-27 |
Save as disclosed above, as of the Latest Practicable Date, there were no other intellectual property rights which are or may be material in relation to our business.
C.
1.
Interests and short positions of our Directors in the share capital of our Company and its associated corporations following completion of the Global Offering
Save as disclosed in the section headed "Substantial Shareholders" and below, immediately following the completion of the Global Offering (assuming that the Over-allotment Option is not exercised), 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 ("Model Code") contained in the Listing Rules:
| Name | Capacity/Nature of interest | Number and Class of Shares interested in | |------|----------------------------|------------------------------------------| | Dr. Yu | Beneficial owner(1) | 71,933,093 Class B Ordinary Shares | | Dr. Huang | Beneficial owner(1) | 3,610,633 Class B Ordinary Shares | | Ms. Tao | Beneficial owner(1) | 1,564,378 Class B Ordinary Shares |
We set forth below interests and short positions of our Directors in the share capital of D-Robotics, one of our subsidiaries and an associated corporation following the completion of the Global Offering:
| Name | Capacity/Nature of interest | Number and class of shares interested in | Approximate percentage of shareholding in the relevant class of shares in D-Robotics immediately following the completion of the Global Offering | Approximate percentage of shareholding in the total issued share capital of D-Robotics immediately following the completion of the Global Offering | |---|---|---|---|---| | Dr. Yu | Interest in controlled entity(1) | 120,707,295 class A ordinary shares 600,000,000 class B ordinary shares | 91.83% 82.46% | 14.05% 69.84% | | Dr. Huang | Interest in controlled entity(2) | 7,485,326 class A ordinary shares | 5.69% | 0.87% | | Ms. Tao | Interest in controlled entity(3) | 3,247,597 class A ordinary shares | 2.47% | 0.38% | | Mr. Qin Liu | Interest in controlled entity(4) | 14,945,653 series A1 preferred shares | 2.05%(5) | 1.74% |
Notes: (1) Entities controlled by Dr. Yu hold a total of 120,707,295 class A ordinary shares in D-Robotics. Horizon Together Holding Ltd., a wholly owned subsidiary of the Company, holds 600,000,000 class B ordinary shares of D-Robotics. Therefore, Dr. Yu is deemed to be interested in 120,707,295 class A ordinary shares and 600,000,000 class B ordinary shares in D-Robotics under the SFO.
(2) A shareholding vehicle wholly owned by Dr. Huang holds 7,485,326 class A ordinary shares and Dr. Huang is therefore deemed to be interested in the 7,485,326 class A ordinary shares in D-Robotics under the SFO.
(3) A shareholding vehicle wholly owned by Ms. Tao holds 3,247,597 class A ordinary shares and Ms. Tao is therefore deemed to be interested in the 3,247,597 class A ordinary shares in D-Robotics under the SFO.
(4) 5Y Capital Evolution Fund II, L.P. and 5Y Capital Evolution Fund II Co-Investment, L.P. hold an aggregate of 14,945,653 series A1 preferred shares in D-Robotics. Both 5Y Capital Evolution Fund II, L.P. and 5Y Capital Evolution Fund II Co-Investment, L.P. are controlled by their general partner 5Y Capital GP Limited. Mr. Qin Liu is entitled to exercise or control the exercise of one-half of the voting power of all issued shares in 5Y Capital GP Limited at its general meeting. Therefore, Mr. Liu Qin is deemed to be interested in 14,945,653 series A1 preferred shares in D-Robotics under the SFO.
(5) Assuming each series A1 preferred share is converted into one class B ordinary share.
The following table sets forth, in the share capital of our Company, the interests and short positions which will be notified to us and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO:
| Name | Capacity/Nature of interest | Number and Class of Shares interested in | Approximate percentage of shareholding in the relevant class of Shares in our Company immediately following the completion of the Global Offering | Approximate percentage of shareholding in the total issued share capital of our Company immediately following the completion of the Global Offering | |---|---|---|---|---| | Ms. Tao | Interest in controlled corporation, founder and beneficiary of a trust(2) | 169,543,255 Class B Ordinary Shares | 0.66% | 0.55% | | Dr. Liming Chen | Beneficial owner(1) | 12,339,416 Class B Ordinary Shares | 0.11% | 0.09% | | Dr. Ya-Qin Zhang | Beneficial owner(1) | 847,236 Class B Ordinary Shares | 0.01% | 0.01% |
Notes: 1. Immediately following the completion of the Global Offering (assuming that the Over-allotment Option is not exercised), Dr. Yu, Dr. Huang, Ms. Tao, Dr. Liming Chen and Dr. Ya-Qin Zhang is entitled to receive up to 71,933,093, 3,610,633, 1,564,378 Class B Ordinary Shares, 12,339,416 Class B Ordinary Shares and 847,236 Class B Ordinary Shares, respectively, pursuant to the share awards granted to him or her under the 2018 Share Incentive Plan, subject to the terms and conditions of such share awards.
2. Immediately following the completion of the Global Offering (assuming that the Over-allotment Option is not exercised), the entire interest of 169,543,255 Class B Ordinary Shares is held by HOPE Robotics Holdings Inc., which is held by Venus Robotics Limited as to 99% and Kai Robotics, Inc. as to 1%. Kai Robotics, Inc. is wholly-owned by Ms. Tao. Venus Robotics Limited is wholly-owned by the trustee of TAO Trust, the family trust established by Ms. Tao (as settlor) for the benefit of Ms. Tao and her family. Ms. Tao is deemed to be interested in the 169,543,255 Class B Ordinary Shares held by HOPE Robotics Holdings Inc. under the SFO.
Save as disclosed in "Substantial Shareholders", immediately following the completion of the Global Offering and without taking into account any Shares which may be issued pursuant to the exercise of the Over-allotment Option, 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.
As of the Latest Practicable Date, our Directors are not aware of any persons who would, immediately following the completion of the Global Offering, be directly or indirectly interested in 10% or more of the issued voting shares of the following member of our Group (other than our Company).
Each of the executive Directors has entered into a service contract with our Company under which they agreed to act as executive Directors for an initial term of three years commencing from the Listing Date, which may be terminated by not less than three months' notice in writing served by either the executive Director or our Company.
The appointments of the executive Directors are subject to the provisions of retirement and rotation of Directors under the Articles.
Each of the non-executive Directors and the independent non-executive Directors has signed an appointment letter with our Company for a term of three years with effect from the Listing Date. The appointments are subject to the provisions of retirement and rotation of Directors under the Articles.
Save as disclosed in "Directors and Senior Management" and Note 11 to the Accountants' Report set out in Appendix I to this Prospectus for the three financial years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024, none of our Directors received other remunerations of benefits in kind from us.
(a) none of the Directors or chief executive of our Company has any interest or short positions in the Shares, underlying Shares or debentures of our Company or any associated corporation (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 (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be entered into the register referred to in that section, or which will be required to be notified to us and the Stock Exchange pursuant to the Model Code, in each case once our Class B Ordinary Shares are listed on the Stock Exchange;
(b) 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 Global Offering (without taking into account any Class B Ordinary Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option), 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) 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; 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 Prospectus, 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 Prospectus which is significant in relation to our business.
The following is a summary of the principal terms of the 2018 Share Incentive Plan, which was adopted by the Company in November 2018. The 2018 Share Incentive Plan is not subject to Chapter 17 of the Listing Rules as it does not involve any further grant of awards by the Company after the Listing.
The purposes of the 2018 Share Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected employees, Directors and consultants and to promote the success of the Company's business by offering these individuals or entities an opportunity to acquire a proprietary interest in the success of the Company, or to increase this interest by permitting them to acquire Shares of the Company.
Only employees, Directors, and consultants, or trusts or companies established in connection with any employee benefit plan of the Company for the benefit of an employee, Director or consultant, shall be eligible for the grant of awards. Options may be granted to employees only. Awards other than options may be granted to employees, Directors and consultants.
The 2018 Share Incentive Plan provides for the grant of options, restricted share awards and restricted share units ("RSUs").
Unless otherwise determined by the Board, the term of the 2018 Share Incentive Plan shall be ten years commencing on the date of its adoption.
The 2018 Share Incentive Plan shall be administered by the Board or such other person approved and appointed by the Board (the "Administrator"). Subject to applicable law, the Administrator may delegate limited authority to specified officers of the Company to execute on behalf of the Company any instrument required to effect an award previously granted by the Administrator.
根据2018年股权激励计划可发行的股份总数上限，不得超过成员及董事会不时厘定及批准的股份数目（并就其后的股份分拆、股份股息及类似情况作出适当调整）。于最后实际可行日期，根据2018年股权激励计划可发行的B类普通股最大总数为1,516,134,974股。
奖励可能须符合行政管理人全权酌情订立的业绩目标或其他标准。
限制期自授予日期开始，并于行政管理人在适用奖励协议中制定的时间表所列明的时间或各时间终止（"限制期"）；惟尽管有上述任何归属日期，行政管理人可在其全权酌情下随时以任何理由加速任何限制性奖励的归属。
每份期权协议须载明行使价。期权的行使价由行政管理人全权酌情厘定，该价格可以是与授予日期股份公平市值相关的固定价格或浮动价格，惟行使价不得低于授予日期的公平市值，但须符合1986年美国《国内税收法典》（"法典"）第409A条的规定，或获期权持有人同意；以及任何向于授予日期持有本公司所有类别股份合并投票权超过10%的股份的个人授予的期权，其行使价不得低于授予日期公平市值的110%。尽管有上述相反规定，在法典第424(a)条所述的交易发生时，期权可以按照上述规定以外的行使价发行。
已授出股份的50%将于第一个归属日期归属（如有必要，该日期被视为当月最后一天），其余50%的已授出股份将在随后两（2）年内以相等的年度分期归属，但须以期权持有人持续担任雇员、董事或顾问至上述日期为条件。在签订期权协议前后，行政管理人可在其全权酌情下，于其认为必要或适当时修改或变更归属时间表，本公司与期权持有人就上述修改或变更须订立新协议。
期权协议须载明期权期限；惟期限不得超过授予日期起十（10）年；以及任何向于授予日期持有本公司所有类别股份合并投票权超过10%的股份的特定个人授予的期权，自授予日期起不得行使超过五（5）年。在不违反上述规定的情况下，行政管理人全权酌情决定期权的到期时间。
限制性股份单位授予的条款及条件须于奖励协议中反映。限制性股份单位获授予时不发行股份，且本公司无需为支付任何此类奖励而预留资金。参与者对据此授予的任何限制性股份单位不具有投票权。在奖励协议规定的范围内，限制性股份单位持有人有权就股息等额支付获得记入（于本公司就股份支付股息时），以现金支付或由行政管理人全权酌情以公平市值等于该等股息金额的股份支付（利息可由行政管理人全权酌情以行政管理人规定的利率及条款记入现金股息等额款项），该等累计股息等额款项（及其利息，如适用）须于解除该等限制性股份单位的限制时支付予参与者，如该等限制性股份单位遭没收，参与者对该等股息等额支付将不享有任何权利。
授予参与者的限制性股份单位须受以下限制：(a) 在限制期届满及满足该期间内任何适用业绩目标之前遭没收，以适用奖励协议规定为准，且如该等限制性股份单位遭没收，参与者对该等限制性股份单位的所有权利将终止，本公司无需承担进一步责任；以及 (b) 适用奖励协议中可能载明的其他条款及条件。
就任何尚未结算的限制性股份单位的限制期届满时，本公司须免费向参与者或其受益人交付每份尚未结算的限制性股份单位对应的一股股份，以及记入参与者账户的与该等限制性股份单位相关的任何股息等额支付及其利息（如有）；惟如奖励协议明确规定，行政管理人可全权酌情选择以部分现金或部分现金及部分股份代替仅以股份交付已归属的限制性股份单位。如以现金支付代替交付股份，该现金支付金额须等于限制期届满日期的股份公平市值。
As of the date of this Prospectus, our Company had granted outstanding options under the 2018 Share Incentive Plan to 537 grantees to subscribe for an aggregate of 395,046,975 Class B Ordinary Shares, representing approximately 3.03% of the total issued share capital immediately after completion of the Global Offering (assuming the Over-allotment Option is not exercised), among which all options were held by our employees or former employees including one connected person, and none of the option was held by Directors, members of senior management, consultants or other connected persons of the Company. These options were granted with nil consideration between June 2015 and July 2024 with exercise prices ranging from US$0.000025 to US$0.4677. The exercise period for all the options is a period from the ending of the vesting period to ten years after the grant date. The vesting periods of the options are one year or four years from the grant date. As of the date of this Prospectus, 393,619,475 Class B Ordinary Shares underlying the options have been vested.
We set forth below the details of the outstanding options granted pursuant to the 2018 Share Incentive Plan to our connected persons and other grantees who had been granted options to subscribe for an aggregated number of 11,000,000 or more Class B Ordinary Shares as of the date of this Prospectus:
| Name of Grantee | Position held at our Company | Address | Exercise Price (US$ per Share) | Number of Class B Ordinary Shares subject to the options granted | Dates of Grant | Vesting Period | Approximate percentage of shareholding immediately following completion of the Global Offering(2) | |---|---|---|---|---|---|---|---| | **Connected Person** | | | | | | | | | Yufeng Zhang (張玉峰)(1) | Vice president and former Director | 2-302, 34-3-3 Xinjiekouwai Street, Xicheng District Beijing PRC | from 0.0625 to 0.3777 | 11,000,000 | from April 11, 2017 to January 15, 2021 | 4 years | 0.08% | | **Other grantees who had been granted options to subscribe for an aggregated number of 11,000,000 or more Class B Ordinary Shares** | | | | | | | | | Yinan Yu (余軼南) | Vice President | Room 1312, Building 2, Jindian Garden, Wenhuiyuan Road, Haidian District | from 0.000025 to $0.3777 | 51,771,640 | From July 20, 2015 to January 15, 2021 | 4 years | 0.40% |
| Name of Grantee | Position held at our Company | Address | Exercise Price (US$ per Share) | Number of Class B Ordinary Shares subject to the options granted | Dates of Grant | Vesting Period | Approximate percentage of shareholding immediately following completion of the Global Offering(2) | |---|---|---|---|---|---|---|---| | Jian Zhang (張健) | Chief Technical Expert | Room 802, Building 9, Dahezhuang Garden, Suzhou Street | from 0.000025 to $0.3777 | 22,700,040 | From November 1, 2015 to October 15, 2020 | 1 year or 4 years | 0.17% | | Zhitai Zheng (鄭治泰) | Former Employee | Room 1908, Building 31, Yuzhong West Lane, Xicheng District | 0.001 | 20,000,000 | October 15, 2019 | 4 years | 0.15% | | Lisen Mu (穆黎森) | Senior Technical Expert | Apartment 2B26A, Chaoting, Wangjing, Chaoyang District | from 0.000025 to $0.3777 | 18,851,000 | From July 14, 2015 to January 15, 2021 | 1 year or 4 years | 0.14% | | Siyuan Hu (胡思媛) | Human Resources Director | 7th Floor, Building 4, Fanggu Garden, Fangzhuang, Fengtai District | 0.102 | 12,611,778 | From August 3, 2015 to July 15, 2024 | 1 year or 4 years | 0.10% | | Yangjiayi Pan (潘楊家一) | Senior Director of Investment and Financing | Unit 1701, Building 7, 5th North Hive Road | from 0.0000025 to $0.4677 | 11,900,000 | April 16, 2018 | 4 years | 0.09% | | **Total** | | | | **148,834,458** | | | **1.14%** |
Notes: (1) Yufeng Zhang served as our Director from May 2020 to March 2024.
(2) Assuming no exercise of the Over-allotment Option.
We set forth below the information on the options granted to the other grantees who had been granted options to subscribe for an aggregated number of less than 11,000,000 Class B Ordinary Shares as of the date of this Prospectus.
| Range of the number of Class B Ordinary Shares subject to the options granted | Total number of grantees | Aggregated number of Class B Ordinary Shares subject to the options granted | Exercise Price (US$ per Share) | Dates of grant | Vesting Period | Approximate percentage of shareholding immediately following completion of the Global Offering(1) | |---|---|---|---|---|---|---| | 7,500,000 to 10,999,999 | 4 | | 0.000025 / 0.0625 / 0.102 / 0.302 / 0.3777 | | | | | 5,000,000 to 7,499,999 | 5 | | 0.000025 / 0.0625 / 0.25 / 0.3777 | | | | | 2,500,000 to 4,999,999 | 7 | | 0.000025 / 0.03 / 0.102 / 0.302 / 0.3777 | | | |
Dilution Effect and Impact on Earnings per Share As of the date of this Prospectus, all Class B Ordinary Shares granted under the 2018 Share Incentive Plan have been issued to employee shareholding platforms set up by our Company with independent professional trustee companies. Accordingly, there will not be any dilution effect on the shareholdings of our Shareholders nor any impact on the earnings per share arising from the full vesting or exercise of the outstanding options and share awards after Listing. 2.
A summary of the principal terms of the Post-IPO Share Incentive Plan conditionally approved and adopted in compliance with Chapter 17 of the Listing Rules by an extraordinary general meeting of our Shareholders on October 8, 2024 is as follows. (a)
The purpose of the Post-IPO Share Incentive Plan is to incentivize and reward the Eligible Participants (as defined below) for their contribution to the Group and to align their interests with that of our Company so as to encourage them to work towards enhancing the value of our Company. (b)
As of the date of this Prospectus, our Company had granted outstanding share awards under the 2018 Share Incentive Plan to 2,527 grantees to subscribe for an aggregate of 1,049,903,241 Class B Ordinary Shares, representing approximately 8.06% of the total issued share capital immediately after completion of the Global Offering (assuming the Over-allotment Option is not exercised), among which all share awards were held by our employees or former employees including four connected persons, and none of the share awards were held by other Directors, members of senior management, consultants or other connected persons of the Company. These share awards were granted with nominal consideration and the vesting periods of which are one year or four years from the grant date. As of the date of this Prospectus, 462,651,346 Class B Ordinary Shares underlying the share awards have been vested. We set forth below details of the outstanding RSUs granted to seven connected persons and other grantees:
| Name of Grantee | Position held at our Company | Address | Number of Class B Ordinary Shares subject to the share awards granted | Date of Grant | Vesting Period | Approximate percentage of shareholding immediately following completion of the Global Offering(3) | |---|---|---|---|---|---|---| | Dr. Yu | Chairman of the Board, executive Director and chief executive officer | Suite 7, Shangyuanjunting Olympic Village Street Chaoyang District Beijing PRC | 71,933,093 | July 26, 2024 | 4 years | 0.55% | | Dr. Huang | Executive Director and chief technology officer | Building 51 No. 11 Anxiang Road Konggang Street Shunyi District Beijing PRC | 3,610,633 | July 26, 2024 | 4 years | 0.03% | | Ms. Tao | Executive Director and chief operating officer | Unit 2, Building 4 Tianyuexishan, No. 9 East Fengxiu Road Haidian District Beijing PRC | 1,564,378 | July 26, 2024 | 4 years | 0.01% |
| Name of Grantee | Position held at our Company | Address | Number of Class B Ordinary Shares subject to the share awards granted | Date of Grant | Vesting Period | Approximate percentage of shareholding immediately following completion of the Global Offering(3) | |---|---|---|---|---|---|---| | Liming Chen (陳黎明) | Executive Director and president | Lane 377 Zhuxin Road Minhang District Shanghai PRC | 12,339,416 | from December 25, 2021 to April 25, 2024 | 1 year or 4 years | 0.09% | | Ya-Qin Zhang (張亞勤) | Independent non-executive Director | Ziyuhuafu Chaoyang District Beijing PRC | 847,236 | January 23, 2020 | 4 years | 0.01% | | Yufeng Zhang (張玉峰)(1) | Vice president and former Director | 2-302, 34-3-3 Xinjiekouwai Street, Xicheng District Beijing PRC | 19,174,860 | from April 15, 2019 to July 15, 2024 | 1 year or 4 years | 0.15% | | Feng Zhou (周峰)(2) | Former Director | Room 401, Unit 4 Block 38 Hushu Xincun Hangzhou Zhengjiang PRC | 22,305,190 | from April 15, 2020 to January 15, 2022 | 1 year or 4 years | 0.17% | | Subtotal | | | 131,774,806 | | | | | Other grantees | | | 918,128,435 | from April 5, 2016 to July 15, 2024 | 1 year or 4 years | 7.05% | | Total | | | 1,049,903,241 | | | 8.06% |
Notes: 1. Yufeng Zhang served as our Director from May 2020 to March 2024.
2. Feng Zhou served as our Director from August 2018 to March 2023.
3. Assuming the Over-allotment Option is not exercised.
The table below sets forth details of the outstanding options granted under the 2018 Share Incentive Plan:
| Range of the number of Class B Ordinary Shares subject to the options granted | Total number of grantees | Aggregated number of Class B Ordinary Shares subject to the options granted | Exercise Price (US$ per Share) | Dates of grant | Vesting Period | Approximate percentage of shareholding immediately following completion of the Global Offering(1) | |---|---|---|---|---|---|---| | | | 39,756,507 | 0.000025 0.030000 0.054080 0.062500 0.076500 0.091750 0.102000 0.102490 0.250000 0.302000 0.377700 0.467700 | September 1, 2015 September 14, 2015 October 13, 2015 February 29, 2016 March 10, 2016 February 1, 2017 April 16, 2018 October 15, 2018 October 15, 2020 | 1 year or 4 years | 0.31% | | | | 30,378,480 | | August 25, 2015 September 10, 2015 November 23, 2015 March 10, 2016 July 2, 2016 February 1, 2017 July 16, 2018 July 15, 2019 January 15, 2021 | 1 year or 4 years | 0.23% | | | | 25,775,000 | | June 11, 2015 December 31, 2015 March 2, 2016 March 25, 2016 May 12, 2016 February 1, 2017 January 15, 2018 April 16, 2018 July 16, 2018 October 15, 2018 July 15, 2019 April 15, 2020 | 4 years | 0.20% | | less than 2,500,000 | 514 | 150,302,530 | | From July 21, 2015 to January 15, 2022 | 1 year or 4 years | 1.15% | | Total | 530 | 246,212,517 | | | | 1.89% |
Note: (1) Assuming no exercise of the Over-allotment Option.
The eligibility of any Service Providers shall be determined by the Board from time to time on the basis of the Board's opinion as to, among others, their contribution to the development and growth of the Group, the prevailing market practice and industry standard, the actual degree of involvement in and/or cooperation with the Group and length of collaborative relationship the Service Providers has established with the Group, and the amount of support, assistance, guidance, advice, efforts and contributions the Service Providers has exerted and given towards the success of the Group, and/or whether the person is regarded as a valuable consultant of the Group, taking into account the knowledge, experience, qualification, expertise and reputation of the Service Providers or other relevant factors (including without limitation technical know-how, market competitiveness, synergy between him/her and the Group and his/her strategic value).
Subject to paragraphs (iv) and (v) below, the total number of Class B Ordinary Shares which may be issued upon exercise of all options and share awards to be granted under the Post-IPO Share Incentive Plan shall not in aggregate exceed 5.0% of the total number of Shares in issue (but excluding any treasury shares) on the day on which trading of the Class B Ordinary Shares commences on the Stock Exchange (the "Plan Mandate Limit"). Options and share awards lapsed in accordance with the terms of the Post-IPO Share Incentive Plan will not be counted for the purpose of calculating the Plan Mandate Limit. The Company may issue new Class B Ordinary Shares or utilize treasury shares (if any) to satisfy grants of the options and share awards under the Post-IPO Share Incentive Plan.
(ii) Subject to paragraph (i) above, within the Plan Mandate Limit, the total number of Class B Ordinary Shares which may be issued upon exercise of all options and share awards to be granted to Service Providers shall not exceed 1.0% of the total number of Shares in issue (but excluding any treasury shares) on the day on which trading of the Class B Ordinary Shares commences on the Stock Exchange (the "Service Providers Sublimit").
(iii) Subject to paragraph (iv) below, the Plan Mandate Limit and the Service Providers Sublimit may be refreshed at any time after three years from the date of Shareholders' approval for the last refreshment (or the date on which the Post-IPO Share Incentive Plan is adopted, as the case may be) by approval of its Shareholders in general meeting provided that (1) any controlling shareholders and their associates (or if there is no controlling shareholder, directors (excluding independent non-executive directors) and the chief executive of our Company and their respective associates) must abstain from voting in favor of the relevant resolution at the general meeting; and (2) our Company must comply with the requirements under Rules 13.39(6), 13.39(7), 13.40, 13.41 and 13.42 of the Listing Rules. The requirements under (1) and (2) of this paragraph do not apply if the refreshment is made immediately after an issue of securities by our Company to the Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the plan mandate (as a percentage of Shares in issue) upon refreshment is the same as the unused part of the plan mandate immediately before the issue of securities, rounded to the nearest whole Share.
(iv) The total number of Class B Ordinary Shares which may be issued upon exercise of all options and share awards to be granted under the Post-IPO Share Incentive Plan and any other plans of our Company under the plan mandate as refreshed must not exceed 10% of the total number of Shares in issue (but excluding any treasury shares) as at the date of approval of the refreshed plan mandate.
在不损害上文第(iv)段的前提下，本公司可在股东大会上寻求股东的单独批准，以向本公司在寻求批准前具体指定的参与者授予超出计划授权限额的购股权及╱或股份奖励。在此情况下，本公司须向其股东发送通函，载明指定参与者的一般描述、拟授出购股权及╱或股份奖励的数目及条款、向指定参与者授出购股权及╱或股份奖励的目的及解释购股权及╱或股份奖励的条款将如何达到该目的，以及上市规则规定的所有其他资料。
Without prejudice to paragraph (iv) above, our Company may seek separate Shareholders' approval in a general meeting to grant options and/or share awards beyond the Plan Mandate Limit to participants specifically identified by our Company before such approval is sought. In such event, our Company must send a circular to its Shareholders containing a general description of the specified participants, the number and terms of options and/or share awards to be granted, the purpose of granting options and/or share awards to the specified participants with an explanation as to how the terms of the options and/or share awards will serve such purpose and all other information required under the Listing Rules.
如向参与者授出任何购股权或股份奖励，将导致根据上市前股份激励计划已授出及将予授出予该参与者的所有购股权及╱或股份奖励（不包括根据上市后股份激励计划条款已失效的任何购股权及股份奖励）于紧接授出日期（包括该日）的12个月期间内行使时已发行及将予发行的B类普通股合计超过已发行股份（但不包括任何库存股份）的1%，则须在股东大会上由股东单独批准该等授出，而该参与者及其紧密联系人（或如参与者为关连人士则为其联系人）须就相关决议案放弃投票。拟授予该参与者的购股权及╱或股份奖励的数目及条款（包括行使价）须在取得股东批准前厘定。
Where any grant of options or share awards to a participant would result in the Class B Ordinary Shares issued and to be issued upon exercise of all options and/or share awards granted and to be granted to such participant (excluding any options and share awards lapsed in accordance with the terms of the Post-IPO Share Incentive Plan) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the Shares in issue (but excluding any treasury shares), such grant must be separately approved by the Shareholders in general meeting with such participant and his/her close associates (or his/her associates if the participant is a connected person) abstaining from voting. The number and terms (including the exercise price) of options and/or share awards to be granted to such participant must be fixed before Shareholders' approval.
董事会或董事会正式授权的人员可在其绝对酌情权范围内，在向合资格参与者提出要约时指定其认为合适的事件、时限或条件（如有），包括但不限于，合资格参与者及╱或本公司及╱或本集团须在购股权或股份奖励可行使前满足或达到的业绩标准条件（如收入增长率、每股盈利及╱或股东总回报）。
The Board or such duly authorized person(s) by the Board may in its absolute discretion specify such event, time limit or conditions (if any) as it thinks fit when making such offer to the Eligible Participants, including, without limitation, conditions as to performance criteria (such as growth rate of revenue, earnings per share and/or total shareholders' return) to be satisfied or achieved by the Eligible Participants and/or our Company and/or the Group which must be satisfied before an option or a share award can be exercised.
授出购股权或股份奖励的要约须以信函形式向任何合资格参与者提出，该信函的格式由董事会或董事会正式授权的人员不时厘定，载明B类普通股数目、归属期、认购价、购股权期限、必须接受授出的日期，并要求合资格参与者按授出条款持有购股权或股份奖励，并受上市后股份激励计划的条款约束。当本公司在购股权或股份奖励授出要约所指定的期限内收到承授人正式签署的接受购股权或股份奖励授出要约的副本信函，连同向本公司及╱或其任何附属公司支付港币1元（或港币1元在本公司及╱或其附属公司经营所在司法管辖区当地货币的等值，由董事会或董事会正式授权的人员按其绝对酌情权厘定）作为授出代价时，购股权或股份奖励即被视为已授出及接受，并已生效。
An offer of the grant of an option or a share award shall be made to any Eligible Participants by letter in such form as the Board or such duly authorized person(s) by the Board may from time to time determine specifying the number of Class B Ordinary Shares, the vesting period, the subscription price, the option period, the date by which the grant must be accepted and further requiring the Eligible Participants to hold the option or share award on the terms on which it is to be granted and to be bound by the provisions of the Post-IPO Share Incentive Plan. An option or a share award shall be deemed to have been granted and accepted
and to have taken effect when the duplicate letter comprising acceptance of the offer of the grant of the option or share award duly signed by the grantee together with a payment to our Company and/or any of its subsidiaries of HK$1 (or the equivalent of HK$1 in the local currency of any jurisdiction where our Company and/or its subsidiaries operate, as the Board or such duly authorized person(s) by the Board may in its absolute discretion determine) by way of consideration for the grant thereof is received by our Company within the time period specified in the offer of the grant of the option or share award.
购股权或股份奖励仅属承授人个人，不得转让，任何承授人不得以任何方式出售、转让、押记、抵押、担保或就任何购股权或股份奖励为任何第三方设立任何权益。承授人如有任何违反上述规定的行为，本公司有权取消该承授人的任何未行使权利。
An option or a share award shall be personal to the grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favor of any third party over or in relation to any option or share award. Any breach of the foregoing by the grantee shall entitle our Company to cancel any outstanding entitlement of such grantee.
购股权可根据上市后股份激励计划的条款，在董事会厘定并通知每名承授人的期间内随时行使，该期间可于购股权授出要约日期后至少12个月的某日开始，但无论如何须于向参与者提出购股权要约之日起10年内届满，并受上市后股份激励计划项下提前终止条款的约束。购股权或股份奖励在归属或行使前（如适用）须持有的最短期间为自授出该购股权或股份奖励之日起12个月，惟授予合资格雇员的任何购股权或股份奖励可适用较短的归属期，包括以下情况：
An option may be exercised in accordance with the terms of the Post-IPO Share Incentive Plan at any time during a period to be determined and notified by the Board to each grantee, which period may commence on a day falling at least 12 months after the date upon which the offer for the grant of options is made but shall end in any event not later than 10 years from the date on which an option is offered to a participant, subject to the provisions for early termination under the Post-IPO Share Incentive Plan. The minimum period for which an option or a share award must be held before it can be vested or exercised (if applicable) shall be 12 months from the date of grant of such option or share award, except that any options or share awards granted to an Eligible Employee may be subject to a short vesting period, including where:
(i) grants of "make-whole" options or a share awards to new Eligible Employee(s) to replace options or share awards such Eligible Participant(s) forfeited when leaving their previous employers;
(ii) grants to an Eligible Participant whose employment is terminated due to death or disability or event of force majeure;
(iii) grants of options or share awards which are subject to fulfilment of performance targets as determined in the conditions of his/her grant;
(iv) grants of options or share awards the timing of which is determined by administrative or compliance requirements, in which case the vesting date may be adjusted to take account of the time from which the options or share awards would have been granted if not for such administrative or compliance requirements;
(v) grants of options or share awards with a mixed vesting schedule such as the options or share awards vest evenly over a period of 12 months; and
during the period of 30 days immediately preceding the publication of the quarterly (if any) or half-yearly results of our Company or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.
The Post-IPO Share Incentive Plan shall be valid and effective for a period of ten years from the date of adoption of the Post-IPO Share Incentive Plan.
（六）批准归属及持有期合计超过12个月的期权或股份奖励，例如期权或股份奖励可分批归属，首批在授予日期后12个月内归属，末批在授予期权或股份奖励日期后12个月归属。
（三） 紧接授予日期前五个营业日于联交所每日报价表所载B类普通股收市价的平均数。
就股份奖励项下每股拟认购之B类普通股应付的金额（"购买价格"）须由董事会或董事会正式授权的人员参考B类普通股当时的收市价、股份奖励的目的及合资格参与者的贡献等因素，全权决定。
（一） 向本公司董事、行政总裁或主要股东，或彼等任何联系人授予任何期权或股份奖励，须获独立非执行董事批准（不包括身为期权或股份奖励受益人的任何独立非执行董事）。向身为不同投票权受益人的董事授予任何期权或股份奖励，须事先经公司治理委员会根据《上市规则》第8A.30(4)条提出建议。
（二） 如向本公司董事（独立非执行董事除外）或行政总裁，或彼等任何联系人授予股份奖励（不包括授予期权），导致就在截至并包括该次授予日期的12个月内向该人士授予的所有股份奖励（不包括根据上市后股份激励计划条款已失效的任何股份奖励）而发行及将予发行的股份，合计占已发行股份总数（但不包括任何库存股份）逾0.1%，则该进一步授予股份奖励须经股东在本公司股东大会上以投票方式批准。
（三） 如向本公司独立非执行董事或主要股东，或彼等各自的任何联系人授予期权或股份奖励，导致就在截至并包括该次授予日期的12个月内根据上市后股份激励计划及本公司任何其他计划向该人士授予的所有期权及奖励（不包括根据上市后股份激励计划条款已失效的任何期权）而发行及将予发行的股份，合计占已发行股份总数（但不包括任何库存股份）逾0.1%，则该进一步授予期权或股份奖励须经股东在本公司股东大会上以投票方式批准。
本公司须向股东发出载有《上市规则》在此方面规定的所有资料的通函。受益人、其联系人及本公司所有核心关联人士（定义见《上市规则》）须放弃投票权（惟任何核心关联人士拟投票反对拟议授予，且其投票意向已于上述通函中注明者除外）。如向董事、行政总裁、本公司主要股东或独立非执行董事，或彼等各自的联系人授予的期权或股份奖励的条款有任何变动，且初始授予该等期权或股份奖励须经上述方式批准，则亦须以上述方式经股东批准。
（b） 在本公司公布季度（如有）或半年度业绩前30日内，或（如时间较短）相关季度或半年度期间结束至业绩公布日期的期间内。
上市后股份激励计划自上市后股份激励计划采纳之日起十年内有效。
在紧接季度（如有）或半年度业绩公布前30天期间内，或如该期间较短，则为相关季度或半年度期间结束至业绩公布日期间内。
(ii) 以下第(l)(i)及(l)(iii)段所述期间届满或相关事件发生； (iii) 在遵守上市后股份激励计划规定的前提下，本公司开始清盘之日； (iv) 授予对象违反相关条款（该等权利为授予对象的个人权利）之日；或 (v)
相关期权或股份奖励之要约或授予函件中所指定的任何事件发生或不发生、任何期间届满，或任何条件未获满足。
除非且直至授予对象（或根据适用法律规定及遵守上市后股份激励计划条款而可能继承授予对象权益的其他人士）获登记为相关股份的持有人，否则任何授予对象均不得凭借上市后股份激励计划项下期权或股份奖励之授予而享有股东的任何权利（包括但不限于投票权、股息权、转让权或附于B类普通股的任何其他权利）。
为免生疑问，根据上市后股份激励计划直接或间接持有未归属B类普通股的受托人，除非法律另有规定须按实益拥有人的指示投票且已获该等指示，否则须就需要股东根据上市规则批准的事项放弃投票。
如在期权或股份奖励尚未行使期间，本公司进行资本化发行、供股、B类普通股之细分或合并或减少资本，则须对(a)期权或股份奖励所关乎的B类普通股数目（就尚未行使部分而言）及/或(b)任何尚未行使期权的认购价及任何股份奖励的购买价作出相应调整（如有），该等调整须经本公司当时的核数师或独立财务顾问证明属公平合理，但须符合以下条件：(i)任何该等变动须使授予对象于变动后所享有的已发行股本比例（四舍五入至最接近的整数B类普通股）与变动前相同；(ii)任何该等调整均须以授予对象就全面行使任何期权或股份奖励而须缴付的认购价及购买价总额在该事件发生前后尽量保持不变为原则；及(iii)任何调整均不得导致B类普通股以低于其面值的价格发行。此外，就任何该等调整而言，除资本化发行所作的调整外，该等核数师或独立财务顾问须以书面向董事会确认该等调整符合上市规则的相关规定（或联交所不时发出的任何指引或补充指引）。
若期权或股份奖励的授予对象为雇员，且在全面行使其期权或股份奖励前，因死亡以外的任何原因，或因下文第(iii)分段所述的严重失当行为或其他理由而不再担任雇员，则该期权或股份奖励（就尚未行使部分而言）将于其与本集团的雇用或聘用关系终止之日自动失效。
(ii) 若期权或股份奖励的授予对象为雇员，且在全面行使期权或股份奖励前因死亡而不再担任雇员，则其合法遗产代理人或（视情况而定）授予对象可于授予对象死亡之日起12个月内全部或部分行使该期权或股份奖励（就尚未行使部分而言）。
The Post-IPO Share Incentive Plan contains provisions for the cancelation of options and share awards. Where the Company cancels options or share awards granted to a grantee and issues new options or share awards to the same grantee, the issue of such new options or share awards may only be made under the Post-IPO Share Incentive Plan with available unissued options or share awards (excluding the canceled options or share awards) within the limit approved by the Shareholders.
The Post-IPO Share Incentive Plan may be terminated at any time by the Board or by the Shareholders in a general meeting and in such event no further options or share awards will be offered but the provisions of the Post-IPO Share Incentive Plan shall remain in full force and effect to the extent necessary to give effect to the exercise of any options or share awards granted prior thereto or otherwise as may be required in accordance with the provisions of the Post-IPO Share Incentive Plan.
The Post-IPO Share Incentive Plan shall be subject to the administration of the Board whose decision shall (save as otherwise provided) be final and binding on all parties. The Board may from time to time make or vary such regulations for the administration of the Post-IPO Share Incentive Plan as it thinks fit.
As at the Latest Practicable Date, the Post-IPO Share Incentive Plan has not yet become unconditional and no options or share awards have been granted thereunder.
The corporate reorganization underwent in preparation for the Listing is described in the section headed "History, Reorganization and Corporate Structure" in this prospectus.
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own securities on the Stock Exchange subject to certain restrictions, a summary of which is set out below.
All proposed repurchases of securities (which must be fully paid up in the case of shares) by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by specific approval of a particular transaction.
Repurchases must be funded out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
A company is prohibited from knowingly purchasing securities of the company from a core connected person, and a core connected person is prohibited from knowingly selling securities to the company on the Stock Exchange.
The exercise of the repurchase mandate is subject to the applicable laws and regulations of the relevant overseas jurisdictions to which our Company is subject.
The total number of securities which a listed company may repurchase on the Stock Exchange is the number of securities representing up to 10% of the aggregate number of shares in issue (or such securities as defined under the Listing Rules). A company may only apply revised figures of the total issued share capital in calculating the 10% limit if it has obtained a fresh approval from its shareholders. A company is also prohibited from repurchasing its own shares on the Stock Exchange if the purchase price is higher than the highest independent bid price at the time of the purchase.
Each of the experts named above has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion of its report, letter, opinion and/or references to its name in the form and context in which they respectively appear.
8.
This Prospectus shall have the effect, if an application is made in pursuance hereof, 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.
9.
(a) Save as disclosed in this Prospectus, within the two years preceding the date of this Prospectus:
(i) no share or loan capital of our Company or any of its subsidiaries has been issued or agreed to be issued fully or partly paid either for cash or for a consideration other than cash;
(ii) no commissions, discounts, brokerages or other special terms have been granted to any person in connection with the issue or sale of any capital of our Company or any of its subsidiaries;
(iii) no commission has been paid or payable for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in our Company or any of its subsidiaries.
(b) Save as disclosed in this Prospectus, no founders, management or deferred shares of our Company or any of its subsidiaries have been issued or agreed to be issued.
(c) There has been no arrangement under which future dividends are waived or agreed to be waived.
(d) Save as disclosed in this Prospectus, none of the equity and debt securities of our Company is listed or dealt in on any other stock exchange nor is any listing or permission to deal being or proposed to be sought.
10.
The following documents have been delivered to the Registrar of Companies in Hong Kong for registration in accordance with section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance:
(b) a copy of each of the material contracts referred to in the paragraph headed "Further Information about our Group — Summary of Material Contracts" in this Appendix;
(c) the written consent referred to in the paragraph headed "Consent of Experts" in this Appendix.
11.
Copies of the following documents will be available for inspection at the offices of Slaughter and May, 47th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong during normal business hours from the date of this Prospectus up to and including the date which is 14 days from the date of this Prospectus:
(c) the report on unaudited interim financial information, the text of which is set out in Appendix II to this Prospectus;
(d) the audited consolidated financial statements of our Group for each of the years ended December 31, 2021, 2022 and 2023 and for the six months ended June 30, 2024;
(e) the material contracts referred to in the paragraph headed "Further Information about our Group — Summary of Material Contracts" in this Appendix;
(g) the service agreements and letters of appointment referred to in the paragraph headed "Further Information about our Directors and Senior Management — Particulars of Directors' and Senior Management's Service Agreements and Letters of Appointment" in this Appendix;
(j) the Cayman Islands Companies Act.
(b) 本招股章程附录四"法定及一般资料 — B. 有关本集团业务的进一步资料 — 1. 重大合同摘要"一节所述各重大合同的副本。
(l) 《开曼群岛公司法》。
2018年股份激励计划受让人名单副本（载有《上市规则》及《公司（清盘及杂项条文）条例》规定的所有详情）将于本招股章程日期起计14天内（包括该日期当日）在正常办公时间内于Davis Polk & Wardwell位于香港中环遮打道3A号香港会所大厦10楼的办公室供查阅。
上述各专家已给予并未撤回其书面同意，同意将其各自的报告及╱或函件及╱或意见及╱或对其名称的提述以本招股章程所载之形式及内容纳入本招股章程。
如根据本招股章程提出申请，本招股章程将具有约束所有相关人士遵守《公司（清盘及杂项条文）条例》第44A及44B条所有条款（刑事条款除外）（在适用范围内）之效力。
本招股章程的英文及中文版本依据《公司（豁免公司及招股章程遵从条文）公告》（香港法例第32L章）第4条所提供的豁免分别刊发。
(a) 在本招股章程日期前两年内：(i) 本公司未曾发行或同意发行任何已全部或部分缴足股款（不论以现金或非现金代价缴付）的股份或贷款资本；及 (ii) 本公司未曾就发行或出售任何股份给予任何佣金、折扣、经纪费或其他特殊条款；
(h) 本公司的股本证券或债务证券（如有）目前均未在任何证券交易所或交易系统上市或买卖，且目前未有寻求或同意寻求在香港联合交易所以外的任何证券交易所上市或获准上市。