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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents ofthis Application Proof,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoeverfor any loss howsoever arising from or in relian
2、ce upon the whole or any part of the contents of this Application Proof.Application Proof ofShandong Kuailv Technology Development Co.,Ltd.*山 東 快 驢 科 技 發 展 股 份 有 限 公 司(the Company)(A joint stock company incorporated in the Peoples Republic of China with limited liability)WARNINGThe publication of th
3、is Application Proof is required by The Stock Exchange of Hong Kong Limited(the Stock Exchange)and the Securities and Futures Commission(the Commission)solely for the purpose of providing information to the publicin Hong Kong.This Application Proof is in draft form.The information contained in it is
4、 incomplete and is subject to change which can bematerial.By viewing this document,you acknowledge,accept and agree with the Company,its sponsor,overall coordinator,advisers or members of the underwriting syndicate that:(a)this document is only for the purpose of providing information about the Comp
5、any to the public in Hong Kong and notfor any other purposes.No investment decision should be based on the information contained in this document;(b)the publication of this document or supplemental,revised or replacement pages on the Stock Exchanges website doesnot give rise to any obligation of the
6、 Company,its sole sponsor,sole overall coordinator,advisers or members of theunderwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction.There is no assurance thatthe Company will proceed with the offering;(c)the contents of this document or supplemental,revised or repl
7、acement pages may or may not be replicated in full or inpart in the actual final listing document;(d)this Application Proof is not the final listing document and may be updated or revised by the Company from time totime in accordance with the Rules Governing the Listing of Securities on the Stock Ex
8、change;(e)this document does not constitute a prospectus,offering circular,notice,circular,brochure or advertisement offering tosell any securities to the public in any jurisdiction,nor is it an invitation to the public to make offers to subscribe for orpurchase any securities,nor is it calculated t
9、o invite offers by the public to subscribe for or purchase any securities;(f)this document must not be regarded as an inducement to subscribe for or purchase any securities,and no suchinducement is intended;(g)neither the Company nor any of its affiliates,its sponsor,overall coordinator,advisers or
10、members of the underwritingsyndicate is offering,or is soliciting offers to buy,any securities in any jurisdiction through the publication of thisdocument;(h)no application for the securities mentioned in this document should be made by any person nor would such applicationbe accepted;(i)the Company
11、 has not and will not register the securities referred to in this document under the United States SecuritiesAct of 1933,as amended,or any state securities laws of the United States;(j)as there may be legal restrictions on the distribution of this document or dissemination of any information contain
12、ed inthis document,you agree to inform yourself about and observe any such restrictions applicable to you;and(k)the application to which this document relates has not been approved for listing and the Stock Exchange and theCommission may accept,return or reject the application for the subject public
13、 offering and/or listing.If an offer or an invitation is made to the public in Hong Kong in due course,prospective investors are reminded to make theirinvestment decisions solely based on the Companys prospectus registered with the Registrar of Companies in Hong Kong,copies of which will be made ava
14、ilable to the public during the offer period.*For identification purpose onlyIf you are in any doubt about any of the contents of this document,you should obtain independent professional advice.Shandong Kuailv Technology Development Co.,Ltd.*山 東 快 驢 科 技 發 展 股 份 有 限 公 司(A joint stock company incorpor
15、ated in the Peoples Republic of China with limited liability)REDACTEDNumber of REDACTED underthe REDACTED:REDACTED H Shares(subject to theREDACTED)Number of REDACTED:REDACTED H Shares(subject toREDACTED)Number of REDACTED:REDACTED H Shares(subject to REDACTEDand the REDACTED)Maximum REDACTED:HK$REDA
16、CTED per H Share,plusREDACTED of 1.0%,SFC transaction levy of0.0027%,Stock Exchange trading fee of0.00565%and AFRC transaction levy of0.00015%(payable in full on application in HongKong dollars and subject to refund)Nominal Value:RMB0.05 per H ShareREDACTED:REDACTEDSole Sponsor,REDACTEDHong Kong Exc
17、hanges and Clearing Limited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take noresponsibility for the contents of this document,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for anyloss howsoeve
18、r arising from or in reliance upon the whole or any part of the contents of this document.A copy of this document,having attached thereto the documents specified in the paragraph headed Documents Delivered to The Registrar of Companies andAvailable on Display in Appendix VII to this document,has bee
19、n registered by the Registrar of Companies in Hong Kong as required by Section 342C of theCompanies(WUMP)Ordinance.The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility asto the contents of this document or any other documents referred
20、to above.The REDACTED is expected to be fixed by agreement by the REDACTED(on behalf of the REDACTED)and our Company on the REDACTED.TheREDACTED is expected to be on or about REDACTED(Hong Kong time)and,in any event,not later than 12:00 noon on REDACTED(Hong Kong time).The REDACTED will be not more
21、than HK$REDACTED per REDACTED and is currently expected to be not less than HK$REDACTED perREDACTED,unless otherwise announced.If,for any reason,the REDACTED is not agreed by 12:00 noon on REDACTED(Hong Kong time)between theREDACTED(on behalf of the REDACTED)and our Company,the REDACTED will not pro
22、ceed and will lapse.Applicants for REDACTED may be required to pay,on application(subject to application channels),the maximum REDACTED of HK$REDACTED foreach REDACTED together with a REDACTED fee of 1.0%,a SFC transaction levy of 0.0027%,a Stock Exchange trading fee of 0.00565%and an AFRCtransactio
23、n levy of 0.00015%,subject to refund if the REDACTED as finally determined is less than HK$REDACTED.The REDACTED,on behalf of the REDACTED,and with our consent may,where considered appropriate,reduces the number of REDACTED and/or theindicative REDACTED range below that is stated in this document(wh
24、ich is HK$REDACTED to HK$REDACTED)at any time prior to the morning of the lastday for lodging applications under the REDACTED.In such a case,notices of the reduction in the number of REDACTED and/or the indicative REDACTEDrange will be published as soon as practicable following the decision to make
25、such reduction,and in any event not later than the morning of the day which is the last dayfor lodging applications under the REDACTED.Such notices will also be available on the website of our Company at and on the website of theStock Exchange at www.hkexnews.hk.Further details are set forth in Stru
26、cture of the REDACTED and How to Apply for REDACTED in this document.Prior to making an investment decision,prospective REDACTED should carefully consider all of the information set out in this document,in particular,the riskfactors set out in the section headed Risk Factors.Pursuant to the terminat
27、ion provisions contained in the REDACTED in respect of the REDACTED,the Sole Sponsor and REDACTED,acting for itself andon behalf of the REDACTED,have the right in certain circumstances,in its absolute discretion,to terminate the obligation of the REDACTED pursuant to theREDACTED at any time prior to
28、 8:00 a.m.on the REDACTED.Further details of the terms of the termination provisions are set out in the section headedREDACTED Grounds for Termination in this document.It is important that you refer to that section for further details.The REDACTED have not been and will not be registered under the U
29、.S.Securities Act or any state securities law in the United States and may not beREDACTED or sold,pledged or transferred within the United States,except that the REDACTED may be REDACTED,sold or delivered in offshoretransactions outside the United States in reliance on Regulation S under the U.S.Sec
30、urities Act.REDACTED*For identification purpose onlyREDACTEDIMPORTANTTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDIMPORTANT i THIS DOCUMENT IS IN DRAFT FORM,INC
31、OMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDIMPORTANT ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEA
32、DED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)iii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)iv THIS DOCUMENT IS
33、IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)v THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJU
34、NCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE(1)vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.IMPORTANT NOTICE TO RED
35、ACTEDThis document is issued by us solely in connection with the REDACTED and theREDACTED and does not constitute an REDACTED to sell or a solicitation of anREDACTED to buy any security other than the REDACTED by this documentpursuant to the REDACTED.This document may not be used for the purpose of
36、making,and does not constitute,an REDACTED or invitation in any other jurisdiction or in anyother circumstances.No action has been taken to permit the distribution of this document inany jurisdiction other than Hong Kong.The distribution of this document and theREDACTED of the REDACTED in other juri
37、sdictions are subject to restrictions andmay not be made except as permitted under the applicable securities laws of suchjurisdictions pursuant to registration with or authorization by the relevant securitiesregulatory authorities or an exemption therefrom.You should rely only on the information con
38、tained in this document to make yourinvestment decision.We have not authorized anyone to provide you with information that isdifferent from what is contained in this document.Any information or representation notmade in this document must not be relied on by you as having been authorized by us,the S
39、oleSponsor,theREDACTED,theREDACTED,theREDACTEDandtheREDACTED,the REDACTED,any of our or their respective directors or anyother person or party involved in the REDACTEDPageEXPECTED TIMETABLE.iiiCONTENTS.viiSUMMARY.1DEFINITIONS.14GLOSSARY OF TECHNICAL TERMS.27FORWARD-LOOKING STATEMENTS.29RISK FACTORS.
40、31WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES.68INFORMATION ABOUT THIS DOCUMENT ANDTHE REDACTED.72DIRECTORS,SUPERVISORS AND PARTIES INVOLVED IN THEREDACTED.77CORPORATE INFORMATION.81CONTENTS vii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE
41、 READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.PageINDUSTRY OVERVIEW.83REGULATORY OVERVIEW.91HISTORY,DEVELOPMENT AND CORPORATE STRUCTURE.108BUSINESS.128RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS.214CONNECTED TRANSACTIONS.219DIRECTORS,SUPERVISORS AND SENIOR MANA
42、GEMENT.220SUBSTANTIAL SHAREHOLDERS.237SHARE CAPITAL.239FINANCIAL INFORMATION.245FUTURE PLANS AND REDACTED.291REDACTED.298STRUCTURE OF THE REDACTED.311HOW TO APPLY FOR REDACTED.322APPENDIX IACCOUNTANTS REPORT.I-1APPENDIX IIUNAUDITED REDACTED FINANCIALINFORMATION.II-1APPENDIX IIITAXATION AND FOREIGN E
43、XCHANGE.III-1APPENDIX IVSUMMARY OF PRINCIPAL PRC LEGAL ANDREGULATORY PROVISIONS.IV-1APPENDIX VSUMMARY OF ARTICLES OF ASSOCIATION.V-1APPENDIX VISTATUTORY AND GENERAL INFORMATION.VI-1APPENDIX VIIDOCUMENTS DELIVERED TO THEREGISTRAR OF COMPANIES ANDAVAILABLE ON DISPLAY.VII-1CONTENTS viii THIS DOCUMENT I
44、S IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.This summary aims to give you an overview of the information contained in thisdocument.As this is a summary,it does not contain all the in
45、formation that may beimportant to you.You should read the whole document before you decide to invest in theREDACTED.There are risks associated with any REDACTED.Some of theparticular risks in REDACTED in the REDACTED are set out in the sectionheaded Risk Factors in this document.You should read that
46、 section carefully before youdecide to REDACTED in the REDACTED.OVERVIEWWe are the leading provider of comprehensive services related to short-distance greentravel technology in mainland China in terms of revenue for 2024 with a market share of2.2%,according to Frost&Sullivan.We have created a platf
47、orm serving short-distancegreen travel serving electric light vehicle users,large commercial logistics and deliveryservice providers,and urban green shared mobility users,in collaboration with ournationwide network of regional service providers(區域服務商)and partner stores(合作門店).Leveraging our platform,
48、professional team,and upstream and downstream industryrelationships,we provide customized solutions including batteries and parts,technicalsupport and training to meet the diverse needs of customers for short-distance green travel.With innovative technology and attentive service as our core,we are c
49、ommitted tobecoming an all-around short-distance green travel technology service provider forordinary people,redefining the electric light vehicle travel experience,and making greentravel smarter,easier and more convenient.As of December 31,2024,our service network spanned 31 provinces across China,
50、comprising over 950 regional service providers and 20,000 local partner stores.Partneringwith outstanding regional service providers and partner stores across the country thatpossess forward-thinking service awareness,we provide innovative and integrated productsand services for electric light vehic
51、le short-distance travel users that set us apart from thetraditional business model in the electric light vehicle industry.Marketing System of Traditional Electric Light Vehicle Industry Not exclusive networkUnstable cooperationNo product guaranteeNot standardized serviceHeavy pressure on capitalDif
52、ficulties in operationAgent at county level 1Manufacturing enterprise ATerminalstorestoreTerminalstorestoreTerminalstorestoreTerminal storestoreTerminal storestoreTerminalstorestoreTerminal storestoreTerminalstorestoreTerminal storestoreTerminal storestoreAgent at county level 2Agent at county level
53、 3Agent at county level 5Agent at county level 4Manufacturing enterprise BManufacturing enterprise CManufacturing enterprise DManufacturers officeRegionally general agentSUMMARY 1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH
54、 THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.lllllOne-stop operation platform servingelectric light vehicle usersKuaiLv TechnologyEasy Travel,Enjoy LifeManufacturing enterprise ARegional service provider 1Regional service provider 2Regional service provider 3Regional service provider 4Re
55、gional service provider 5Manufacturing enterprise BManufacturing enterprise CManufacturing enterprise DLocal partner storeLocal partner storeLocal partner storeLocal partner storeLocal partner storeLocal partner storeLocal partner storeLocal partner storeLocal partner storeLocal partner storeStable
56、cooperation Worry-freeproductsStandardizedmanagementOne-Stop Marketing Model of KuaiLv Our business is centered around our eco-system,which in turn is built upon threepillars,namely KuaiLv Mobility(快驢出行),KuaiLv Preferred(快驢優選),andKuailv Education(快驢教育),and includes three major service components,nam
57、elyKuaiLv Vehicle Care(快驢養車),KuaiLv Quick Repair(快驢快修),and ShanxingSharing(閃行共享),as well as supporting digital platforms through which we and ourbusiness partners provide diversified products and services.Through our online platforms,we actively work with local partner stores to increase our product
58、 awareness,attractcustomers,generate revenue and promote the healthy development of short-distance greentravel technology.Benefiting from the growth of Chinas overall economy and particularlythe electric light vehicle industry,our revenue increased from RMB1,310.8 million for 2022to RMB1,631.2 milli
59、on for 2024 during the Track Record Period.Our Market OpportunitiesAs the leading provider of comprehensive services related to short-distance green traveltechnology in mainland China in terms of revenue for 2024,we are well-positioned toeffectively utilize the broad industry market opportunities.Th
60、e comprehensive servicesrelated to short-distance green travel technology represent a pivotal link in fulfillingconsumers demand throughout electric light vehicles life cycle,which encompasses vehiclerepair and maintenance,battery replacement,power supply,among others.According toFrost and Sullivan
61、Report,the short-distance green travel technology comprehensiveservice market in mainland China grew from RMB43.9 billion for 2020 to RMB72.2 billionfor 2024,representing a CAGR of 13.3%.This market is expected to continue to grow fromRMB83.1billion for 2025 to RMB127.1 billion for 2029,representing
62、 a CAGR of 11.2%.Our Business ModelOur business model is built on the following operational structure.Our eco-systemcomprises three key pillars,with KuaiLv Mobility as our core service business pillar,whileKuaiLv Preferred and KuaiLv Education provide support through product qualityassurance and tec
63、hnical training capabilities,respectively.We partner with regionalSUMMARY 2 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.service providers and local partner stores to s
64、erve three main user groups:ordinary electriclight vehicle users,large commercial logistics and delivery service providers,and urbangreen shared mobility users.Our business model is as follows:Product EmpowermentSales EmpowermentOur Eco-SystemThree Major Service ComponentsThree User GroupsOrdinary e
65、lectriclight vehicle usersLarge commercial logistics anddelivery service providersUrban green sharedmobility usersServiceExperienceStoreKuaiLv TechnologyEasy Travel,Enjoy LifeKuaiLv Quick RepairKuaiLv Vehicle CareShanxing SharingKuailv EducationKuaiLv MobilityKuaiLv TechnologyEasy Travel,Enjoy LifeL
66、ivestreamingTechniquesTrainingEvaluationReputationSelectionKuaiLv PreferredOUR COMPETITIVE STRENGTHS.We are the leading provider of comprehensive services related to short-distancegreen travel technology in mainland China and our service network has the mostextensive geographical coverage;.Our compr
67、ehensive service eco-system provides solutions for industry pain points;.Our robust digital solutions empower our operations;.We are a well-recognized choice for upstream and downstream cooperation with astrong supply chain network;and.We have a professional,pragmatic,and stable management teamOUR B
68、USINESS STRATEGIES.Expand our local partner store network and enhance our operational capabilities;.Develop Asian and African markets and implement our business model overseas;.Extend our business coverage to upstream industries and develop lead-acidbattery factories and magnesium alloy electric lig
69、ht vehicles;.Continue to expand our customer base and diversify our service components;and.Further strengthen our research and development and enhance our vehicle,battery,and software capabilitiesSUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST B
70、E READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.OUR MAIN PRODUCTS AND SERVICESOur main businesses include providing battery products such as lead-acid batteries andlithium-ion batteries,selling parts and accessories for short-distance electric light vehicles,such a
71、s chargers and tires,as well as providing technical and personnel training,andproviding consulting services to local partner stores.To strengthen our position as Chinasleadingproviderofcomprehensiveservicesrelatedtoshort-distancegreentraveltechnology,we have been actively expanding urban green share
72、d mobility-related electriclight vehicle projects.SERVICE NETWORKWe have been developing and diversifying our service network,allowing us toconstantly expand our consumer outreach.We primarily rely on a nationwide servicenetwork to promote and sell our battery and parts products.This network consist
73、s of:Model 1:Sales to regional service providers,who primarily purchase products fromus on an exclusive regional basis and subsequently distribute them to localelectric light vehicle stores.Under this distribution model,we recognizesales revenue when the products have been delivered to the regional
74、serviceproviders specific locations and accepted by them.According to Frost&Sullivan,this model is widely adopted in the industry;andModel 2:Sales to local partner stores,which previously purchased our productsthrough regional service providers but now may purchase our parts andaccessories products,
75、directly from us selling these products to end users.This retail model was introduced for our parts and accessories products inSeptember 2024.Under this retail model,our regional service providersmay choose to become our service partners,providing warehousing,delivery,and after-sales support service
76、s to facilitate transactions withlocal partner stores.Revenue by Sales ChannelWe sell substantially all of our products through our regional service providers inmainland China.The revenue derived from our regional service providers in each periodwithin the Track Record Period totaled approximately R
77、MB1,310.1 million,RMB1,222.9million,and RMB1,627.6 million,respectively.SUMMARY 4 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.The following table sets forth a breakdow
78、n of our revenue by sales channel for theyears indicated:Year ended December 31,202220232024RMB000%RMB000%RMB000%Sales from regionalservice providers.1,310,149100.01,222,872100.01,627,60399.8Sales from local partnerstores.677*Sales from corporate andinstitutional customers.8520.1Others(1).619*315*2,
79、1160.1Total.1,310,768100.01,223,187100.01,631,248100.0*less than 0.1%Note:(1)Others mainly include revenue generated from technical branding services,shared mobility projectsand charging infrastructure.Revenue by Product and BrandThe following table sets forth a breakdown of our revenue by product a
80、nd brand forthe years indicated:Year ended December 31,202220232024RMB000%RMB000%RMB000%Sales of productsLead-acid batteriesGold Chilwee brand.1,246,14895.11,038,93884.91,151,29370.6Self-owned brands.56,3104.3177,04114.5464,66028.5Subtotal.1,302,45899.41,215,97999.41,615,95399.1Lithium-ion batteries
81、Self-owned brand.4,1480.35,6230.511,8500.7Other parts.3,5430.31,2700.11,3290.11,310,149100.01,222,872100.01,629,13299.9Service income.619*315*2,1160.1Revenue.1,310,768100.01,223,187100.01,631,248100.0*less than 0.1%SUMMARY 5 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT TH
82、EINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Products and Product MixThe following table sets forth,for the years indicated,the average selling price(ASP)and sales volume of our main battery products series by brand for the years indicated:For
83、 the year ended December 31,202220232024ASP(1)SalesVolumeASP(1)SalesVolumeASP(1)SalesVolumeRMBUnit000RMBUnit000RMBUnit000Lead-acidbatteriesGold Chilweebrand.12010,3681238,4281259,191Self-ownedbrands.1463871151,5421213,848Lithium-ionbatteriesSelf-ownedbrand.4619703898812Note:(1)Calculated by dividing
84、 the revenue derived from a given product category by its total sales volume.OUR CUSTOMERSOur customers are primarily our regional service providers in mainland China.For theyears ended December 31,2022,2023 and 2024,the aggregate revenue generated from ourtop five customers amounted to RMB112.9 mil
85、lion,RMB140.2 million and RMB157.3million,respectively,representing 8.6%,11.5%and 9.6%,respectively,of our total revenuefor the respective years.For the same years,revenue generated from our largest customeramounted to RMB45.8 million,RMB49.0 million and RMB71.3 million,respectively,representing 3.5
86、%,4.0%and 4.4%,respectively,of our total revenue for the respectiveyears.OUR SUPPLIERSThe key products and parts for our operations primarily include lead-acid batteries,lithium-ion batteries,and parts for electric light vehicle such as tires and chargers.All ofour suppliers are located in mainland
87、China.During the Track Record Period,we sourcedsubstantially all of our lead-acid battery products from the Chaowei Group,marketedeither under the supplier brands or our self-owned brands Shanxing,Zhenjin andLong Runner on an OEM basis.For the years ended December 31,2022,2023 and 2024,SUMMARY 6 THI
88、S DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.respectively,purchases from these top five suppliers represented approximately 99.8%,100.0%,and 99.8%of our total purchases pe
89、riod,and our largest supplier accounted forapproximately 98.5%,87.0%,and 99.2%of our total purchases.SUMMARY OF HISTORICAL FINANCIAL INFORMATIONThe following tables present our summary historical financial information for theperiods or as of the dates indicated.This summary has been derived from our
90、 historicalfinancial information included in the Accountants Report as set out in Appendix I.Thesummary historical financial data set forth below should be read together with,and isqualified in its entirety by reference to,the historical financial information included in theAccountants Report as set
91、 out in Appendix I,including the accompanying notes,and theinformation set forth in Financial Information.Selected Information on Our Consolidated Statements of Profit or LossThe table below presents a summary of our consolidated statement of profit or loss andother comprehensive income for the year
92、s indicated:Year ended December 31,202220232024RMB000RMB000RMB000Revenue.1,310,7681,223,1871,631,248Cost of sales.(1,265,158)(1,181,543)(1,565,037)Gross profit.45,61041,64466,211Other income.2,3746,0174,272Impairment losses under expected credit loss(ECL)model,net of reversal.(844)26(147)Other gains
93、 and losses.385(3,066)(709)Distribution and selling expenses.(33,229)(33,009)(40,790)Administrative expenses.(5,097)(7,938)(12,347)Research and development expenditure.(321)(534)(720)REDACTED.REDACTEDREDACTEDREDACTEDFinance costs.(56)(68)(179)Profit before taxation.8,8223,07211,942Income tax expense
94、.(2,529)(777)(3,949)Profit and total comprehensive income for the year.6,2932,2957,993Profit and total comprehensive income for the yearattributable to:Owners of the Company.6,4652,3878,257Non-controlling interests.(172)(92)(264)6,2932,2957,993SUMMARY 7 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND
95、SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.For a detailed analysis of the fluctuation of operating results during the Track RecordPeriod,see Financial Information Period to Period Comparison of Results ofOperatio
96、ns in this document.Selected Information on Consolidated Statements of Cash FlowsThe table below sets forth a summary of our cash flows for the periods indicated:For the year ended December 31,202220232024RMB000RMB000RMB000Net cash flows generated from operatingactivities.27,85671,65484,310Net cash
97、flows generated from/(used in)investing activities.16,6688,911(7,555)Net cash flows(used in)/generated fromfinancing activities.(138)35,05342,056Net increase in cash and cash equivalents.44,386115,618118,811Cash and cash equivalents at beginning ofyear.33,88978,275193,893Cash and cash equivalents at
98、 end of year,represented by cash and cash equivalent.78,275193,893312,704During the Track Record Period,our cash flows from operating activities weregenerated primarily from sales of lead-acid battery products,lithium-ion battery productsand parts,and provision of technical services.For a detailed a
99、nalysis of our cash flows during the Track Record Period,please seeFinancial Information Liquidity and Capital Resources.Selected Information on Our Consolidated Statements of Financial PositionThe table below sets forth the key items of our consolidated statements of financialposition as of the dat
100、es indicated:As at December 31,202220232024RMB000RMB000RMB000Non-current assets.9,36014,19727,160Current assets.130,066214,802327,931Current liabilities.118,032206,216235,606Net current assets.12,0348,58692,325Total assets less current liabilities.21,39422,783119,485Non-current liabilities.9055,3814
101、,906Net assets.20,48917,402114,579SUMMARY 8 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.For a detailed analysis of the assets and liabilities during the Track Record P
102、eriod,seeFinancial Information Description of Certain Key Items from our ConsolidatedStatement of Financial Position in this document.KEY FINANCIAL RATIOSThe following table sets forth certain of our key financial ratios as of the dates and forthe periods indicated:As of/for the year ended December
103、31,202220232024Net profit margin.0.5%0.2%0.5%Return on assets.5.9%1.2%2.7%Return on equity.36.3%12.1%12.1%Current ratio.1.11.01.4For details of our key financial ratios,see Financial Information Key FinancialRatios in this document.FUTURE PLANS AND REDACTEDWe estimate that the REDACTED of the REDACT
104、ED,after deducting theestimated REDACTED and other fees and expenses paid and payable by us inconnection with the REDACTED,will be approximately HK$REDACTED,assumingan REDACTED of HK$REDACTED per H Share(being the REDACTED of theindicative range of the REDACTED of HK$REDACTED to HK$REDACTED per HSha
105、re),and that the REDACTED is not exercised.We intend to use the REDACTEDfrom the REDACTED for the purposes and in the amounts set out below:.ApproximatelyHK$REDACTED(equivalenttoapproximatelyRMBREDACTED),representingapproximatelyREDACTED%oftheREDACTED will be used to expand our service network,enhan
106、ce store imageand establish new product experience areas.ApproximatelyHK$REDACTED(equivalenttoapproximatelyRMBREDACTED),representingapproximatelyREDACTED%oftheREDACTED,will be used for overseas market expansion.ApproximatelyHK$REDACTED(equivalenttoapproximatelyRMBREDACTED),representingapproximatelyR
107、EDACTED%oftheREDACTED,will be used to expand our domestic shared mobility business.ApproximatelyHK$REDACTED(equivalenttoapproximatelyRMBREDACTED),representingapproximatelyREDACTED%oftheREDACTED,will be used for upstream industry chain extension through thedevelopment of lead-acid battery factory and
108、 magnesium alloy frame factory.ApproximatelyHK$REDACTED(equivalenttoapproximatelyRMBREDACTED),representingapproximatelyREDACTED%oftheREDACTED,will be used for the further development of business relating toour commercial logistics and delivery industry customers.SUMMARY 9 THIS DOCUMENT IS IN DRAFT F
109、ORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.ApproximatelyHK$REDACTED(equivalenttoapproximatelyRMBREDACTED),representingapproximatelyREDACTED%oftheREDACTED,will be used to(i)set up additional res
110、earch and developmentand testing facilities;and(ii)attract talent and enhance our research anddevelopment capabilities.ApproximatelyHK$REDACTED(equivalenttoapproximatelyRMBREDACTED),representingapproximatelyREDACTED%oftheREDACTED,will be used for general working capital and corporate purposes.DIVIDE
111、NDSOn May 31,2023,dividend of RMB6,022,000 was declared by our Company to certainof our shareholders and paid in full in 2023.Any declaration and payment,as well as theamount of dividends,will be subject to our Articles of Association and the relevant PRClaws.We currently do not have a dividend poli
112、cy or fixed dividend pay-out ratio.Nodividend shall be declared or payable except out of our profits and reserves lawfullyavailable for distribution.The payment and the amount of any future dividends will be atthe discretion of our Board and will also depend on factors such as our results ofoperatio
113、ns,cash flow,capital requirements,general financial condition,contractualrestrictions,future prospects and other factors that our Board deems relevant.Holders ofour Shares will be entitled to receive such dividends pro rata according to the amounts paidup on our Shares.For details,see Financial Info
114、rmation Dividends in this document.OUR CONTROLLING SHAREHOLDERSImmediatelypriortotheREDACTED,ChangxingMingyuan,Mr.WuandChangxing Mingwei directly hold 62.55%,13.50%and 9.45%equity interest of ourCompany,respectively.Changxing Mingyuan is a limited partnership established in the PRC on November 1,202
115、1,of which Mr.Wu is the sole executive and general partner.Mr.Wu directly holds21.60%,and indirectly,through Changxing Longwei,controls 13.00%equity interest ofChangxing Mingyuan.Changxing Longwei is a limited partnership established in the PRCon August 16,2021,of which Mr.Wu is the sole executive a
116、nd general partner.ChangxingLongwei is an employee investment platform of our Company and Mr.Wu holds 11.1112%equity interest of Changxing Longwei.Changxing Mingwei is a limited partnership established in the PRC on May 18,2018,of which Changxing Mingyuan is the sole executive and general partner.Ch
117、angxingMingwei is an employee shareholding and Investment platform of our Company andChangxing Mingyuan holds 4.7619%equity interest of Changxing Mingwei.As a result,Mr.Wu,directly and indirectly,through Changxing Mingyuan,ChangxingLongwei and Changxing Mingwei,controls an aggregate of 85.50%equity
118、interest of ourCompany immediately prior to the REDACTED,and REDACTED%equity interest ofour Company immediately following the completion of the REDACTED(assuming theREDACTED is not exercised).Accordingly,upon REDACTED,Mr.Wu,ChangxingMingyuan,Changxing Longwei and Changxing Mingwei will be considered
119、 as a group ofControlling Shareholders for the purpose of the Listing Rules.SUMMARY 10 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTED INVESTMENTOn September 8,20
120、23,our Company entered into(a)a capital injection agreementwith Taian Yuanwang and(b)a supplemental agreement with Taian Yuanwang and Mr.Wu,pursuant to which Taian Yuanwang agreed to subscribe for an aggregate of 10%of theenlarged registered capital of our Company at a total consideration of RMB80 m
121、illion intwo tranches.For further details of the identity and background of Taian Yuanwang,pleaserefer to the subsection headed History,Reorganization and Corporate Structure REDACTED Investment in this document.REDACTEDWe expect to incur a total of RMBREDACTED of REDACTED(assuming anREDACTEDofHK$RE
122、DACTED,beingtheREDACTEDoftheindicativeREDACTED range between HK$REDACTED and HK$REDACTED,and assumingthat the REDACTED is not exercised)until the completion of the REDACTED,whichaccounts for approximately REDACTED%of the REDACTED from the REDACTED.REDACTED represent professional fees and other fees
123、incurred in connection with theREDACTED,includingREDACTED-relatedexpensesofRMBREDACTEDandREDACTED related expenses of RMBREDACTED.We incurred REDACTED ofRMBREDACTED,of which RMBREDACTED has been charged to our profit or loss forthe year ended December 31,2024 and RMBREDACTED will be capitalized upon
124、 theREDACTED.We expect to incur additional REDACTED of RMBREDACTED afterthe Track Record Period,of which RMBREDACTED to be charged to our profit or lossfor the year ending December 31,2025 and RMBREDACTED will be capitalized upon theREDACTED.The REDACTED above are the best estimate as at the Latest
125、PracticableDate and for reference only and the actual amount may differ from this estimate.REDACTED STATISTICSThe statistics in the following table are based on the assumptions that(i)theREDACTED is completed and REDACTED new Shares are issued in the REDACTED;(ii)the REDACTED is not exercised;and(ii
126、i)REDACTED Shares are issued andoutstandingimmediatelyfollowingthecompletionoftheREDACTEDandtheREDACTED:Based on anREDACTED ofHK$REDACTEDBased on anREDACTED ofHK$REDACTEDBased on anREDACTED ofHK$REDACTEDMarket capitalization of the Shares following the completion ofthe REDACTED and the REDACTED.REDA
127、CTEDREDACTEDREDACTEDUnaudited REDACTED adjusted consolidated REDACTED perShare of the Company attributable to owners of the Companyas of December 31,2024.REDACTEDREDACTEDREDACTEDSUMMARY 11 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNC
128、TION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Notes:(1)The calculation of market capitalization and unaudited REDACTED adjusted consolidated nettangible assets per Share is based on a total of REDACTED Shares in issue immediately uponcompletion of the REDACTED,without taking into
129、 account any exercise of the REDACTED.(2)The unaudited REDACTED adjusted consolidated net tangible assets per Share was calculatedafter adjustments as specified in Appendix II to this document.RISK FACTORSOur business operations and the REDACTED involve certain risks and uncertainties.See the sectio
130、n headed Risk Factors in this document for further information.Some ofthe major risk factors are set forth as follows:.We are exposed to concentration risks involving the supply of lead-acid batteriesfrom the Chaowei Group.We relied heavily on sales of lead-acid motive batteries for electric light v
131、ehiclesduring the Track Record Period and expect the reliance to continue in the nearfuture.Changes to the pricing of our products could adversely affect our business,financial condition,results of operations and prospects.Any quality issues related to our products or the electric light vehicle indu
132、strycould result in a loss of customers and sales and,if related to our products,maysubject us to administrative penalties and product liability claims.Our business depends significantly on market recognition of our self-ownedbrands and brands from our key supplier,the Chaowei Group,and any damage t
133、oour brand,trademarks or reputation,or failure to effectively promote our brand,could materially and adversely impact our business and results of operations.Our business substantially depends on third-party regional service providers todistribute our products,and our limited control over these provi
134、ders and theirlocal partner stores could adversely affect our operations.LEGAL PROCEEDINGS AND NON-COMPLIANCEFrom time to time,we may be subject to legal proceedings,investigations and claimsincidental to the conduct of our business.During the Track Record Period and up to theLatest Practicable Date
135、,neither we,nor any of our Directors,had been,or were a party toany material legal,arbitral or administrative proceedings,and neither we nor any of ourDirectors,were aware of any pending or threatened legal,arbitral or administrativeproceedings against us or any of our Directors,which,in the opinion
136、 of our Directors,could have a material adverse effect on our business operations,financial condition andreputation.Our Directors also confirmed that neither our Group nor our Directors arecurrently engaged in any material litigation,arbitration or administrative proceeding.SUMMARY 12 THIS DOCUMENT
137、IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.During the Track Record Period and up to the Latest Practicable Date,we had certainnon-compliance incidents involving our business operat
138、ions In the opinion of ourDirectors,such non-compliance incidents,taken as a whole,are not likely to have anymaterial adverse effect on our business,financial condition or results of operations.Duringthe same period,we also did not experience any non-compliance of the laws or regulations,which indiv
139、idually or in the aggregate,in the opinion of our Directors,reflects negativelyon the ability or tendency of our Company,our Directors or our senior management,tooperate our business in a compliant manner.According to our PRC Legal Advisers,wehave complied with applicable PRC laws and regulations in
140、 all material respects during theTrack Record Period and up to the Latest Practicable Date.See Business LegalProceedings and Compliance in this document for detail.RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGESubsequent to the Track Record Period and up to the date of this document,ourbusiness
141、and operation has remained stable which was in line with our past trends andexpectations.Our Directors confirm that,save as disclosed above,up to the date of thisdocument,there has been no material adverse change in our financial and trading positionsince December 31,2024,and there is no event since
142、 December 31,2024 which wouldmaterially affect the audited financial information as set out in Appendix I to thisdocument.Acquisition of the Long Runner(長跑者)BrandIn April 2024,we entered into a trademark transfer agreement with the ChaoweiGroup pursuant to which the Chaowei Group agreed to transfer
143、to us two trademarksrelated to the Long Runner brand registered in China.These trademarks have validityperiods expiring on September 20,2028 and March 6,2035,respectively.The considerationfor this trademark transfer was RMB1.0 million in cash.We believe this acquisition of theLong Runner trademarks
144、will strengthen our market position as we continue to expandour portfolio of self-owned brands.As of the Latest Practicable Date,the transfer had beencompleted and we have started offering battery products under the Long Runner brand.APPLICATION FOR REDACTED ON THE STOCK EXCHANGEWe have applied to t
145、he Stock Exchange for the granting of the REDACTED of,andREDACTED in,our Shares in issue and to be issued pursuant to the REDACTED,on thebasis that,among other things,we satisfy the market capitalization/revenue/cash flow testunder Rule 8.05(2)of the Listing Rules with reference to(1)our revenue of
146、RMB1,631.2million in 2024,which is over HK$500 million,(2)our expected market capitalization at thetimeoftheREDACTED,which,basedontheREDACTEDoftheindicativeREDACTED range,exceeds HK$REDACTED,and(3)aggregate net cash generatedfrom operating activities of RMB183.8 million during the three years ended
147、December 31,2024,which exceeds HK$100.0 million.SUMMARY 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.In this document,unless the context otherwise requires,the follo
148、wing terms andexpressions have the meanings set forth below.Accountants Reportthe accountants report of our Group for the Track RecordPeriod as set out in Appendix I to this documentaffiliate(s)with respect to any specific person,any other person,directly orindirectly,controlling or controlled by or
149、 under direct or indirectcommon control with such specified personAFRCthe Accounting and Financial Reporting Council of Hong KongArticles or Articlesof AssociationtheamendedandrestatedarticlesofassociationofourCompany,conditionally adopted by the then Shareholders onApril 27,2025 which will become e
150、ffective on the REDACTED,as amended,supplemented or otherwise modified from time totime,a summary of which is set out in Appendix V to thisdocumentassociate(s)has the meaning ascribed thereto under the Listing RulesAnqing KuailvAnqing Kuailv Technology Co.,Ltd.*(安慶快驢科技有限責任公司),a limited liability com
151、pany established in the PRC onDecember 15,2021,which was directly wholly owned by ourCompany,and was deregistered on May 26,2023Audit Committeethe audit committee of the BoardAuthorizedRepresentativesthe authorized representatives of our Company for the purposeof Rule 3.05 of the Listing RulesBoard
152、or Board ofDirectorsthe board of directors of our CompanyREDACTEDREDACTEDbusiness dayany day(other than a Saturday,Sunday or public holiday inHong Kong)on which banks in Hong Kong are generally openfor normal banking businessREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 14 THIS DOCUMENT IS IN DRAFT FO
153、RM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDChairmanthe chairman of our BoardChangxing KuailvChangxing Kuailv Techn
154、ology Co.,Ltd.*(長興快驢科技有限公司),a limited liability company established in the PRC onDecember 29,2021 which was indirectly wholly owned by ourCompany and was deregistered on December 25,2024Changxing LongweiChangxingLongweiNewEnergyPartnershipEnterprise(Limited Partnership)*(長興龍威新能源合夥企業（有限合夥）),alimited
155、partnership established in the PRC on August 16,2021whose sole executive and general partner is Mr.Wu,is anemployee investment platform of our Company and is one of ourControlling ShareholdersDEFINITIONS 15 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST
156、BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Changxing MingweiChangxingMingweiEnterpriseManagementConsultationPartnership Enterprise(Limited Partnership)*(長興明威企業管理諮詢合夥企業（有限合夥）),a limited partnership established inthe PRC on May 18,2018 whose sole executive and
157、generalpartner is Changxing Mingyuan,is an employee shareholdingand investment platform of our Company and is one of ourControlling ShareholdersChangxing MingyuanChangxingMingyuanNewEnergyPartnershipEnterprise(Limited Partnership)*(長興明遠新能源合夥企業（有限合夥）),alimited partnership established in the PRC on No
158、vember 1,2021whose sole executive and general partner is Mr.Wu and is one ofour Controlling ShareholdersChangzhou KuailvChangzhou Kuailv Network Technology Co.,Ltd.*(常州快驢網絡科技有限公司),a limited liability company established in thePRC on December 29,2021 which was indirectly wholly ownedby our Company,an
159、d was in the process of deregistration as atthe Latest Practicable DateChaowei GroupChaowei Power Holdings Limited(超威動力控股有限公司),acompany listed on the Main Board of the Stock Exchange(stockcode:0951)and its subsidiariesChina or PRC orMainland Chinathe Peoples Republic of China excluding for this purp
160、ose of thisdocument,Hong Kong,Macau Special Administrative Region ofthe Peoples Republic of China and Taiwanclose associate(s)has the meaning ascribed thereto under the Listing RulesCompaniesOrdinancethe Companies Ordinance(Chapter 622 of the Laws of HongKong),as amended,supplemented or otherwise mo
161、dified fromtime to timeCompanies(WUMP)Ordinancethe Companies(Winding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to timeCompany or ourCompanyShandong Kuailv Technology Development Co.,Ltd.*(山東快驢科技發展股份有限公司)(for
162、merly known as Zhejiang KuailvTechnologyCo.,Ltd.*(浙江快驢科技有限公司),alimitedliability company established in the PRC on October 13,2014and subsequently converted into a joint stock company withlimited liability on January 6,2025Company Law orPRC CompanyLawthe Company Law of the Peoples Republic of China(中
163、華人民共和國公司法)asamended,supplementedorotherwisemodified from time to timeDEFINITIONS 16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.connected person(s)has the meaning ascr
164、ibed to it under the Listing Rulesconnectedtransaction(s)has the meaning ascribed to it under the Listing RulesControllingShareholder(s)has the meaning ascribed to it under the Listing Rules and unlessthe context otherwise requires,refers to Mr.Wu,ChangxingMingyuan and Changxing Mingwei.For further
165、details,pleasesee Relationship with Our Controlling Shareholders in thisdocumentConversion ofDomesticREDACTED Sharesinto H Sharesthe conversion of 222,222,220 Domestic REDACTED Shares(immediately following the Share Subdivision)in aggregate heldby six existing Shareholders into H Shares upon the com
166、pletionoftheREDACTED.SuchconversionofREDACTEDDomestic Shares into H Shares has been filed with the CSRCon 2025 and an application for H Shares to be REDACTEDon the Stock Exchange has been made to the REDACTEDcore connectedperson(s)has the meaning ascribed to it under the Listing RulesCorporate Gover
167、nanceCodethe Corporate Governance Code set out in Appendix C1 to theListing RulesCOVID-19COVID-19 virus,a coronavirus identified as the cause of anoutbreak of respiratory illness that believed to have first emergedin late 2019CSDCCChina Securities Depository and Clearing Corporation Limited(中國證券登記結算
168、有限責任公司)CSRCChina Securities Regulatory Commission(中國證劵監督管理委員會)Deed of Indemnitythe deed of indemnity(彌償保證契據)dated entered into bythe Controlling Shareholders in favor of our Company(for ourCompany and as trustee for each of our subsidiaries)Director(s)the director(s)of our Company or any one of them
169、DomesticREDACTEDShare(s)ordinary shares in the share capital of our Company,with anominal value of RMB1.00 each,which are not REDACTED onany stock exchangeEITenterprise income taxDEFINITIONS 17 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CO
170、NJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.EIT Lawthe Enterprise Income Tax Law of the PRC(中華人民共和國企業所得稅法),as amended,supplemented or otherwise modifiedfrom time to timeExtreme Conditionsextremeconditionsincludingbutnotlimitedtoseriousdisruptionofpublictransportservices,ex
171、tensiveflooding,majorlandslidesorlarge-scalepoweroutageaftersupertyphoons as announced by the government of Hong KongFILForeign Investment Law of the PRC(中華人民共和國外商投資法)REDACTEDREDACTEDFrost&SullivanFrost&Sullivan(Beijing)Inc.,Shanghai Branch Co.,a marketresearch and consulting company,which is an Ind
172、ependent ThirdPartyFrost&SullivanReportan independent market research report commissioned by ourCompany on the electric two-wheeled and three-wheeled vehiclesindustry and prepared by Frost&Sullivan,as referred to in thesection headed Industry Overview in this documentGFAgross floor areaREDACTEDREDAC
173、TEDGroup,our Group,the Group,we,us,or ourour Company and its subsidiaries from time to time,or,wherethe context so requires in respect of the period before ourCompanybecametheholdingcompanyofourpresentsubsidiaries,the entities or the predecessors of the presentsubsidiaries(as the case may be)which c
174、arried on the business ofthe present Group at the relevant timeREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 18 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUME
175、NT.HK$or Hong KongdollarsHong Kong dollars,the lawful currency of Hong KongREDACTEDREDACTEDREDACTEDREDACTED,a wholly-owned subsidiary of REDACTEDHong Kong or HKthe Hong Kong Special Administrative Region of the PRCHong Kong ListingRules or ListingRulesthe Rules Governing the Listing of Securities on
176、 The StockExchange of Hong Kong Limited(as amended from time to time)REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDH Share(s)ordinary share(s)in the share capital of our Company withnominal value of RMB1.00 each,which are to be subscribed forand traded in Hong Kong dollars and are
177、to be REDACTED onthe Stock ExchangeHuzhou KuailvHuzhou Kuailv Technology Co.,Ltd.*(湖州快驢科技有限公司),a limited liability company established in the PRC on March 8,2019 and a directly wholly-owned subsidiary of our CompanyDEFINITIONS 19 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND TH
178、AT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.IASInternational Accounting StandardsIFRS(s)InternationalFinancialReportingStandardswhichincludestandards and interpretations promulgated by the InternationalAccounting Standards BoardIndepende
179、nt ThirdParty(ies)any entity or person who is not a connected person of ourCompany within the meaning ascribed thereto under the ListingRulesREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDKuailv(Hong Kong)Kuailv Holdings(Hong Kong)Co.,Limited(快驢控股（香港）有限公司),a limited liability compan
180、y established in Hong Kongon December 23,2024 and a directly wholly-owned subsidiary ofour CompanyLatest PracticableDateMay 11,2025,being the latest practicable date for the purpose ofascertaining certain information contained in this documentprior to its publicationREDACTEDREDACTEDDEFINITIONS 20 TH
181、IS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDListing Rulesthe Rules Governing the Listing of Securities on the StockExchan
182、ge,as amended,supplemented or otherwise modifiedfrom time to timeMain Boardthe stock exchange(excluding the option market)operated by theStock Exchange which is independent from and operated inparallel with the Growth Enterprise Market of the StockExchangeMIITThe Ministry of Industry and Information
183、 Technology of thePRC(中華人民共和國工業和信息化部)minminute(s)MOFthe Ministry of Finance of the PRC(中華人民共和國財政部)MOFCOMthe Ministry of Commerce of the PRC(中華人民共和國商務部)Mr.WuMr.Wu Yingjie(武英傑),the chairman of our Board,anexecutiveDirector,ourgeneralmanagerandoneofourControlling ShareholdersNDRCNational Development an
184、d Reform Commission of the PRC(中華人民共和國國家發展和改革委員會)New SharesHSharesREDACTEDbyourCompanyundertheREDACTEDNominationCommitteethe nomination committee of the BoardNPCthe National Peoples Congress of the PRC(中華人民共和國全國人民代表大會)DEFINITIONS 21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND
185、 THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDPBOCthe Peoples Bank of China(中國人民銀行)PRC GAAPgenerally accepted accounting principles of PRCPRC government orStatethe Central Peoples Governme
186、nt of the PRC,including allgovernmental subdivisions(including provincial,municipal andotherregionalorlocalgovernmententities)andtheirinstrumentalities or,where the context requires,any of themPRC Legal AdvisersJingtian&Gongcheng,the legal advisers of our Company as toPRC laws in connection with the
187、 REDACTEDREDACTEDInvestment(s)the investments made by the REDACTED Investors in ourCompany,details of which are set out in History,Developmentand Corporate Structure REDACTED Investments in thisdocumentREDACTEDInvestor(s)the REDACTED investors of our Company,details of whichare set out in History,De
188、velopment and Corporate Structure REDACTED Investments in this documentREDACTEDREDACTEDDEFINITIONS 22 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.REDACTEDREDACTEDdocum
189、entthis document being issued in connection with the REDACTEDProvincea province or,where the context requires,a provincial levelautonomous region or municipality,under the direct supervisionof the central government of the PRCRegulation SRegulation S under the U.S.Securities ActReportingAccountantsD
190、eloitte Touche Tohmatsu,the reporting accountants of ourCompanyRemuneration andReview Committeethe remuneration and review committee of the BoardRMBRenminbi,the lawful currency of the PRCSAFEthe State Administration of Foreign Exchange of the PRC(中華人民共和國國家外匯管理局),thePRCgovernmentalagencyresponsiblefo
191、rmattersrelatingtoforeignexchangeadministration,including local branches,when applicableSAICState Administration for Industry&Commerce of the PRC(中華人民共和國國家工商行政管理總局)SAMRState Administration for Market Regulation(國家市場監督管理局)SATState Administration of Taxation(國家稅務總局)SCNPCthe Standing Committee of the N
192、ational Peoples Congress(全國人民代表大會常務委員會)SFCthe Securities and Futures Commission of Hong KongSFOthe Securities and Futures Ordinance(Chapter 571 of the LawsofHongKong),asamended,supplementedorotherwisemodified from time to timeDEFINITIONS 23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CH
193、ANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Shandong KuailvServiceShandong Kuailv Technology Service Co.,Ltd.*(山東快驢科技服務有限公司),a limited liability company established in thePRC on October 21,2022 and a directly wholly-owned subs
194、idiaryof our CompanyShandong ShanxingShandong Shanxing New Energy Technology Development Co.,Ltd.*(山東閃行新能源科技發展有限公司),alimitedliabilitycompany established in the PRC on April 26,2024 and adirectly non-wholly-owned subsidiary of our CompanyShare(s)ordinary share(s)in the share capital of our Company wi
195、th a parvalue of RMB1.00 eachShareholder(s)holder(s)of SharesShare Schemethe share scheme of our Company,a summary of the principalterms of which is set forth in the paragraph headed D.ShareScheme in Appendix VI to this documentShare Subdivisionthe Share Subdivision immediately prior to the REDACTED
196、,pursuant to which each of our Share with par value of RMB1.00will be subdivided into 20 Shares with par value of RMB0.05eachREDACTEDREDACTEDREDACTEDREDACTEDSole SponsorBOCOM International(Asia)Limitedsq.m.square metersState Councilthe State Council of the PRC(中華人民共和國國務院)Stock ExchangeThe Stock Exch
197、ange of Hong Kong LimitedStrategic Committeethe strategic committee of the Boardsubsidiary(ies)has the meaning ascribed thereto in section 15 of the CompaniesOrdinancesubstantialshareholder(s)has the meaning ascribed to it under the Listing RulesDEFINITIONS 24 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLE
198、TE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Supervisorssupervisor(s)of our CompanySupervisoryCommitteethe board of supervisors of our CompanyTaian YuanwangTaianYuanwangNewEnergyIndustryInvestmentFundPartner
199、ship Enterprise(Limited Partnership)*(泰安遠望新能源產業投資基金合夥企業（有限合夥）),alimitedpartnershipestablished in the PRC on June 26,2023 whose sole executiveand general partner is Taian Yuanwang Venture Capital Co.,Ltd.*(泰安遠望創業投資有限公司)Takeovers Codethe Hong Kong Codes on Takeovers and Mergers and ShareBuy-backs issu
200、ed by the SFC,as amended,supplemented orotherwise modified from time to timeTrack Record Periodthe three years ended December 31,2022,2023 and 2024REDACTEDthe REDACTED and the REDACTEDREDACTEDthe REDACTED and the REDACTEDU.S.or UnitedStatesthe United States of America,its territories,its possessions
201、 andall areas subject to its jurisdictionUS$or U.S.dollarUnited States dollars,the lawful currency of the United StatesU.S.Securities Actthe United States Securities Act 1933,as amended,supplementedor otherwise modified from time to timeVATvalue-added taxZhejiang ShanxingZhejiang Shanxing Sharing Te
202、chnology Co.,Ltd.*(浙江閃行共享科技有限公司),a limited liability company established in thePRC on July 11,2019,which was owned by the Company and anIndependent Third Party as to 80.00%and 20.00%,respectively,and was deregistered on December 22,2023Zhejiang TejiuZhejiang Tejiu Power Energy Co.,Ltd.*(浙江特玖動力能源有限公司
203、),a limited liability company established in the PRC on July5,2019,which was owned by the Company and an IndependentThird Party as to 60.00%and 40.00%,respectively,and ceasedto be a joint venture of our Group on March 9,2022%per centDEFINITIONS 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJEC
204、T TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Certain amounts and percentage figures included in this document have been subject torounding adjustments.Accordingly,figures shown as totals in certain tables may not be anar
205、ithmetic aggregation of the figures preceding them.In this document,unless otherwise stated,certain amounts denominated in RMB havebeen translated into Hong Kong dollars or U.S.dollars at an exchange rate of RMB0.9276=HK$1.00 or RMB7.2095=US$1.00,respectively,for illustration purpose only.Suchconver
206、sions shall not be construed as representations that amounts in RMB were or could havebeen or could be converted into Hong Kong dollars or U.S.dollars at such rates or any otherexchange rates on such date or any other date.If there is any inconsistency between this document and the Chinese translati
207、on of thisdocument,this document shall prevail.If there is any inconsistency between the names of anyof the entities,laws and regulations mentioned in this document which are not in the Englishlanguage and their English translations,the names in their respective original languages shallprevail.The E
208、nglish translations are marked with*for identification purpose only.Unless otherwise specified,all relevant information in this document assumes no exerciseof the REDACTED.DEFINITIONS 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTI
209、ON WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.This glossary of technical terms contains explanations of certain terms used in thisdocument as they relate to our Company and as they are used in this document in connectionwith our business or us.These terms and their given meanings m
210、ay not correspond tostandard industry definitions.Battery packtechnologya system that integrates multiple battery cells with electroniccontrol circuits,thermal management systems,and protectivehousings to form a complete power unitBMSbattery management systemCthedegreeCelsius,ascaleandunitofmeasurem
211、entoftemperatureCAGRcompound annual growth rateCharging cycleor life cycle,refers to the number of times(or cycles)that the EVor ESS battery can undergo the process of complete charging anddischarging until the end of its life,and the end life of an electricvehicle generally indicates that the avail
212、able capacity of thebattery has decay to between 70%and 80%of its designedcapacityElectrodethe area at which electrochemical processes take place,such asthe positive and negative electrodes of a batteryElectric lightvehicle(s)electric two-wheeled vehicle and electric three-wheeled vehicleElectric tw
213、o-wheeledvehicle(s)electric motorcycle(s),electric moped(s)and electric bicycle(s)Electric three-wheeledvehicle(s)electric cargo tricycle,electric passenger tricycle and specialneeds tricycleEnergy densitythe amount of energy that can be contained within a givenvolume or given massERPenterprise reso
214、urce planningESGenvironment,social and governanceGDPgross domestic productGFAgloss floor areakgkilogramGLOSSARY OF TECHNICAL TERMS 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THI
215、S DOCUMENT.kmkilometerkWkilowatt,equal to one thousand watts of electricityLead-acid batterya battery using lead sulphate converted from lead oxide andmetallic lead at its electrodesLight electric vehicleselectric two-wheeled and three-wheeled vehicles.Lithium-ion batterya battery using lithium meta
216、llic oxide in its positive electrode andcarbon material in its negative electrode.The lithium ions insidethe battery move between the positive electrode and the negativeelectrode during charge or dischargeMotive batterya battery or battery products which provides or provide powerfor motionOAoffice a
217、utomation systemOEMoriginal equipment manufacturerSodium-ion Batterya battery using sodium ions as the charge carriers.Similar inoperation to lithium-ion batteries,sodium-ion batteries usesodium ions to move between the cathode and anode duringcharging and discharging cycles.sq.m.square meter/meters
218、VVoltWWattGLOSSARY OF TECHNICAL TERMS 28 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.This document contains certain forward-looking statements and information relating
219、to us and our subsidiaries that are based on the beliefs of our management as well asassumptions made by and information currently available to our management.When usedin this document,the words anticipate,believe,could,estimate,expect,forecast,going forward,intend,may,ought to,plan,project,seek,sho
220、uld,will,would,wish and similar expressions,as they relate to our Companyor our management,are intended to identify forward-looking statements.Such statementsreflect the current views of our Companys management with respect to future events,operations,liquidity and capital resources,some of which ma
221、y not materialize or maychange.These forward-looking statements are subject to certain risks,uncertainties andassumptions,including the other risk factors as described in this document.Although webelieve that our expectations expressed in these forward-looking statements are reasonable,our expectati
222、ons may later be found to be incorrect.Our actual results could be materiallydifferent from our expectations.Important risks and factors that could cause our actualresults to be materially different from our expectations are generally set forth in RiskFactors,Business,Financial Information and other
223、 sections in this document.Youshould read thoroughly this document with the understanding that our actual future resultsmay be materially different from and worse than what we expect.You are strongly cautioned that reliance on any forward-looking statements involvesknown and unknown risks and uncert
224、ainties.The risks and uncertainties facing ourCompany that could affect the accuracy of forward-looking statements include,but are notlimited to,the following:.our business strategies,plans,objectives and goals and our ability to implementsuch strategies,plans,objectives and goals;.our business oper
225、ations and prospects;.our future business development,financial conditions and results of operations;.the expected growth of the industry and the markets in which we operate;.our expectations regarding demand for our products;.changes to regulatory and operating conditions in the industry and market
226、s inwhich we operate;.the future developments and competitive environment in our industry;.our ability to stay in compliance with laws and regulations that currently apply orbecome applicable to our business both in the PRC and internationally;.our future debt levels and capital needs;.intellectual
227、property;.margins,overall market trends,risk management and exchange rates;FORWARD-LOOKING STATEMENTS 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.the actions and de
228、velopments of our competitors;.capital market development;.other statements in this document that are not historical fact;and.all other risks and uncertainties described in the section headed Risk Factors inthis document.Since actual results or outcomes could differ materially from those expressed i
229、n anyforward-looking statements,we strongly caution REDACTED against placing unduereliance on any such statements.Any forward-looking statements speaks only as of the dateon which such statement is made,and,except as required by the Listing Rules,weundertake no responsibility to update any forward-l
230、ooking statement or statements toreflect events or circumstances after the date on which such statement is made or to reflectthe occurrence of any subsequent unanticipated event.Statements of or references to ourintentions or those of any of our Directors are made as of the date of this document.Any
231、such intentions may change in light of future developments.All forward-looking statements in this document are expressly qualified by reference tothis cautionary statement.FORWARD-LOOKING STATEMENTS 30 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE RE
232、AD IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.An REDACTED in our H Shares involves significant risks.You should carefullyconsider all of the information in this document,including the risks and uncertaintiesdescribed below,before making an REDACTED in our H Shares.Th
233、e following is adescription of what we consider to be our material risks.Any of the following risks couldmaterially and adversely affect our business,financial condition,and results of operations.The REDACTED of our H Shares could significantly decrease due to any of these risks,and you may lose all
234、 or part of your REDACTED.These factors are contingencies that may or may not occur,and we are not in a positionto express a view on the likelihood of any such contingency occurring.The information givenis as of the Latest Practicable Date unless otherwise stated,will not be updated after thedate he
235、reof,and is subject to the cautionary statements in Forward-looking Statements inthis document.RISKS RELATING TO OUR BUSINESS AND INDUSTRYWe are exposed to concentration risks involving the supply of lead-acid batteries from theChaowei Group.We have maintained a close business relationship and long-
236、term cooperation with theChaowei Group since 2017.Battery products sourced from the Chaowei Group haveconstituted substantially all of our product offerings to our regional service providers.Wesource from the Chaowei Group not only the battery products under its supplier brandincluding Gold Chilwee,
237、but also products under our self-owned brands,includingShanxing(閃行),Zhenjin(臻金)and Long Runner(長跑者)manufactured on anOEM basis.We have also been purchasing lithium-ion battery products from the ChaoweiGroup since 2020 and will specify performance specifications and models.For the yearsended December
238、 31,2022,2023,and 2024,we purchased from the Chaowei Group inaggregate amounts of approximately RMB1,244.9 million,RMB1,002.8 million,andRMB1,507.7 million,respectively.These purchases represented approximately 98.5%,87.0%,and 99.2%of our total purchase amounts for the respective periods.Please seeB
239、usiness Our Business Relationship with the Chaowei Group in this document formore information.We cannot assure you that we will be able to maintain our business relationship withthe Chaowei Group in the future.If the Chaowei Group decides to terminate its businessrelationship with us,our business op
240、eration,financial results and competitiveness will besignificantly and adversely affected.We may not be able to source batteries for electric lightvehicles of comparable quantity and quality for our service network in a timely andcost-effective manner,or at all.Even if we are able to source batterie
241、s from other suppliers,such batteries may not be of comparable quality or have the same reputation as the onesprovided by the Chaowei Group,which may result in a significant decrease in the demandfor our battery products.We may also incur additional transportation cost or receive lessfavorable prici
242、ng quotations when purchasing battery products from alternative suppliersRISK FACTORS 31 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.as compared to those purchased fro
243、m the Chaowei Group.We may also need to incurexpenses to launch certain marketing activities to promote alternative battery products oroffer incentive sales to maintain and expand our service network.Given that we rely on the Chaowei Group as our largest supplier in mainland China,we may not have su
244、fficient bargaining power relative to the Chaowei Group to negotiateterms that are favorable to us.If the Chaowei Group increases the selling prices and we areunable to pass these higher purchase costs onto our regional service providers,either byincreasing sales or by sufficiently reducing other co
245、sts,our results of operations could bematerially and adversely affected.Furthermore,we are subject to risks arising from changes in credit terms offered by theChaowei Group.In 2022,we were required to make payments before delivery of goods,while since 2023,the Chaowei Group has granted us credit ter
246、ms for our purchases.If thesecredit terms were to be tightened or terminated altogether in the future,our liquidity andcash flow position could be materially affected,potentially limiting our ability to pursueother business opportunities or investments and causing disruptions to our supply chainand
247、business operations.Consequently,our financial condition,results of operations,andbusiness prospects could be materially and adversely affected.In addition,we often leverage the market reputation of the Chaowei Group to promotethe products that we sell to our regional service providers.If the batter
248、y productsmanufactured by the Chaowei Group have,or are alleged to have,any quality defects,orinfringe upon,or are alleged to infringe upon,the intellectual property rights of any thirdparties,or if the Chaowei Groups intellectual property protection is inadequate to protectits proprietary rights fo
249、r its battery products,in particular lead-acid battery products,or iffactors within or outside of its control cause its brand awareness and reputation to decline,the demand for our products sourced from the Chaowei Group could significantly decrease,and our business operation and financial performan
250、ce may be materially and adverselyaffected.We relied heavily on sales of lead-acid motive batteries for electric light vehicles during theTrack Record Period and expect the reliance to continue in the near future.For the years ended December 31,2022,2023,and 2024,approximately 99.4%,99.4%and 99.1%,r
251、espectively,of our revenue were derived from sales of lead-acid batteries forelectric light vehicles.The reliance on sales of lead-acid battery products rendered ourbusiness and financial performance susceptible to factors affecting the sales performance ofand the demand for such products.Any unanti
252、cipated major fluctuation in the conditions of the market for lead-acidbattery products,including any price war,decrease in demand for lead-acid batteries oradvancement in technology resulting in other forms of batteries such as lithium-ionbatteries and sodium-ion batteries becoming more economical
253、and competitive,couldadversely affect our performance.As such,there can be no assurance that we will be able torespond properly to any such fluctuation in an appropriate way so as to maintain ourcomparative advantages.RISK FACTORS 32 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AN
254、D THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Fluctuations in the prices of lead could adversely affect our profitability.Lead is the principal raw material for the production of lead-acid batteries for oursuppliers of lead-acid batter
255、ies.Our profitability is dependent on our ability to secure asufficient and constant supply of lead-acid batteries,which,in turn,is dependent on oursuppliers purchasing lead at an acceptable price level.We generally enter into frameworksupply agreements with suppliers of lead-acid batteries,and such
256、 agreements may includeprice linkage clauses that allow for the adjustment of the prices of the lead-acid batteriesperiodically based on the fluctuation of the price of lead.The price of lead is determined principally by supply and demand in the internationaland domestic commodity markets and fluctu
257、ates with market conditions;it may be highlyvolatile.The timing of changes in the market price of lead is largely unpredictable.According to Frost&Sullivan,the average selling price of lead ingots quoted by ShanghaiNonferrous Metals Network(a Chinese non-ferrous metal market information serviceprovi
258、der)wasapproximatelyRMB15,200pertonne,RMB15,600pertonne,andRMB17,200 per tonnefor the years ended December 31,2022,2023,and 2024,respectively.We believe that our purchase of large amounts of lead-acid batteries on anongoing basis with long-term suppliers has facilitated our securing the supply of le
259、ad-acidbatteries at a competitive price during the Track Record Period.Our product pricing strategy for the lead-acid battery products depends on theprevailing market price of lead,and our strategy is to pass the risk of price fluctuations onto our customers by adjusting the prices at which we sell
260、our lead-acid batteries to them.However,we may not be able to pass on the entire cost of such increases to our customersor fully offset the effects of cost increases of raw materials,which may cause ourprofitability to decline.There will also be a potential time lag between when prices for rawmateri
261、als increase and when we can implement a corresponding increase in price with ourregional service providers.We have not entered into any hedging transactions and have notadopted any hedging policies to reduce our exposure to fluctuations in prices of rawmaterials.As a result,we may be exposed to flu
262、ctuations in raw materials prices,particularly that of lead.If these events were to occur,they could have a material adverseeffect on our financial position,results of operations,and cash flows.Changes to the pricing of our products could adversely affect our business,financial condition,results of
263、operations and prospects.Benefiting from our deep engagement with participants in our service network,webelieve we are in a good position to analyze market preferences and demand,evaluate themarket acceptance and potential sales volume of our products,which help us price ourproducts at a competitive
264、 rate.Nevertheless,we cannot assure you that we will adopt acompetitive pricing strategy for our products at all times.If we price our products too low,our profit margin will suffer.If we price our products higher than consumers expectedprice,we may not achieve the sales volume we expect,in which ca
265、se revenue from thecorresponding products may be negatively affected.RISK FACTORS 33 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Even if we properly price our products
266、,we may offer discounts from time to time topromote our brand awareness and to drive sales volume.We may also need to adjust oursales strategies in the event that we fail to accurately predict the market demand.Any suchprice cuts may not lead to the sales volume we expect and may negatively impact t
267、hedemand for our products,in which case our revenue could be negatively impacted.Furthermore,although we prohibit our regional service providers to take any action whichmight materially disrupt retail prices of our products,there can be no assurance they willalways comply with such requirement.The m
268、arket and pricing for our products may beinterrupted by the secondary sale pricing strategies adopted by such regional serviceproviders and the possible negative shopping experience they provide to consumers,whichmay negatively impact our brand image and our business.Our performance is reliant on th
269、e demand for electric light vehicles in mainland China.The products we offer primarily include batteries and parts used in the provision ofaftermarket services for electric light vehicles.As a result,our performance is largelydependent on the demand for electric light vehicles,which is,in turn,signi
270、ficantly affectedby the policies of the PRC government,the economic environment,and the level ofconsumption in mainland China.In particular,the implementation of the nationalstandards in 2019,which has since been further updated in 2024 marked a new stage ofgovernmental supervisory on electric light
271、 vehicles.Though rigorous restrictions againstelectric light vehicles out of safety concern have been eased,there can be no assurance thatregulatory requirements with respect to our products will not be increased in the future.Forexample,many cities in mainland China have recently implemented strict
272、er regulatoryrequirements on electric light vehicles including those related to riding and parkingbehavior of consumers.Any such increase in regulatory requirements could driveconsumers to opt for other mobility options such as vehicles,motorcycles or bicycles andhave a material adverse effect on ou
273、r business,financial condition,results of operations andprospects.According to Frost&Sullivan,the total sales volume of electric light vehicles inmainland China increased from 56.6 million units in 2020 to 77.7 million units in 2024,representing a CAGR of 8.2%between 2020 and 2024.It is projected to
274、 further increase to85.0 million units in 2029,representing a CAGR of 1.6%between 2025 and 2029.However,there can be no assurance that the demand for electric light vehicles will continue to grow inmainland China.If there is a substantial decrease in demand for these vehicles and we areunable to rea
275、ct appropriately,our business performance could be adversely affected.Any quality issues related to our products or the electric light vehicle industry could result in aloss of customers and sales and,if related to our products,may subject us to administrativepenalties and product liability claims.T
276、he success of our business depends on our ability to consistently deliver products withhigh quality and reliability.Through our KuaiLv Preferred(快驢優選)certificationprogram,we strive to ensure that all products distributed through our network meet strictquality standards.Maintaining consistent product
277、 quality depends significantly on theeffectiveness of our quality control systems,which in turn depends on a number of factors,RISK FACTORS 34 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COV
278、ER OF THIS DOCUMENT.including the design of our quality control systems and our ability to ensure that ouremployees and other third parties involved in our operations adhere to those quality controlpolicies and guidelines.We cannot assure you that our quality control systems will prove tobe effectiv
279、e at all times,or that we can identify any defects in our quality control systems ina timely manner.If the quality of any of our products deteriorates for any reason,or if theconsumers do not perceive our products to be effective,reliable or safe as they claim to be,we may be faced with returns or c
280、ancellations of orders and customer complaints and/oradministrative penalties.Additionally,if any defect of our products results in property damage or personalinjury,we may suffer from product liability claims or product recalls,resulting in financialand reputational damages.These legal claims may b
281、e costly for us to defend even if weprevail in the end.See We have limited insurance to cover our potential losses andclaims for details.Furthermore,if there is a pattern of quality issues in the electric lightvehicle industry in general,consumers perception of,and willingness to purchase,ourproduct
282、s may also be negatively affected,regardless of whether such quality issues relate tous.Any quality issues related to our products or the electric light vehicle industry,actual orperceived,may have a material and adverse effect on our business,financial condition,results of operations and prospects.
283、Our business depends significantly on market recognition of our self-owned brands and brandsfrom our key supplier,the Chaowei Group,and any damage to our brand,trademarks orreputation,or failure to effectively promote our brand,could materially and adversely impactour business and results of operati
284、ons.Brand image is a key factor in purchase decisions made by consumers.According toFrost&Sullivan,many consumers can hardly feel the product difference such asperformance parameters of electric light vehicles among different brands,especially infriendly and steady road conditions.Therefore,brand re
285、cognition becomes the criticaldecision factor for consumers,especially new consumers,to choose parts,especiallyreplacement batteries,for electric light vehicle.Brands build reputation usually based onyears of high-quality product and after-sales services,which brings market visibility andgood word-o
286、f-mouth effect and translates into repurchase of existing customers andattraction to new customers with minimal selling and marketing spending.We believe our success depends in part on the popularity of our self-owned brands thatwe use for marketing and promotion,including Shanxing,Zhenjin and Long
287、Runnerthat we use primarily for our lead-acid battery products.Therefore,maintaining andenhancing the recognition and image of our brand are critical to our ability to differentiateour products and to compete effectively.Our brands and reputation may be harmed byproductdefects,ineffectivecustomerser
288、vices,productliabilityclaims,consumercomplaints,intellectual property infringement or negative publicity or media reports.Any complaint,claim,administrative penalty or negative publicity against us or ourproducts,even if meritless or immaterial to our operations,could damage our brand andreputation
289、and may divert our managements attention and other resources fromday-to-day business operation,which may adversely affect our business,results ofoperations and financial condition.RISK FACTORS 35 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN
290、CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Furthermore,as we continue to grow in size,expand our product offerings,extend thegeographic reach of our service network,maintaining product quality and consistency maybe more difficult and we cannot assure you that we can mai
291、ntain the end users confidencein our brand name.If end users perceive or experience a reduction in the quality of ourproducts,or consider in any way that we fail to deliver consistently high quality products,our brand value could suffer,which could have a material and adverse effect on ourbusiness.A
292、s of the Latest Practicable Date,we had 79 registered trademarks in mainland Chinaand one registered trademark in Hong Kong and used such trademarks as our trademarksand brands when conducting business.However,we may from time to time be involved inlawsuits brought against us by third parties for tr
293、ademark infringement.We may have toincur significant expenses and divert substantial management time and resources to respondto those cases.Such legal proceedings may materially and adversely affect our brand imageand damage our brand value,regardless of their merits.We consider our trademarks andbr
294、and name to be material to our business.If we are unable to adequately protect theseintellectual property rights,we may lose these rights,our brand image may be harmed,andour competitive position and business may suffer.Moreover,we allow the local partner stores in our service network to use standar
295、dizedand trendy promotional posters,display setups,signages that highlight and accentuate ourproducts.We also allow our regional service providers to carry out marketing andpromotional activities for our products.Despite the scope of authorization,there is noassurance that the regional service provi
296、ders in our service network will not infringe ourtrademarks or any other intellectual property rights.Any unauthorized use of ourintellectual property rights may materially and adversely harm our reputation and brandimage,thereby causing a decline in our financial performance,reduction in our market
297、share as well as an increase in the amount of resources we need to devote to detection andprosecution of unauthorized use of our trademarks or imitation of our products.Any negative publicity involving us,our products,our Company,Directors,our managementteam,employees,spokespersons,our competitors,o
298、r our industry regardless of its veracity,could adversely affect our business.We are in an industry that is closely related to road safety and is particularly sensitiveto concerns over safety or product quality issues.Any negative publicity regarding ourindustry,regardless of its veracity and whethe
299、r it targets us in particular or not,couldmaterially harm our business and results of operations.Negative publicity regarding thesafety,price-level or quality of our products and negative publicity about any regulatory orlegal action against us,even if unfounded or immaterial to our operations,may d
300、amage ourreputation and brand image,undermine our end users confidence in us and reducelong-term demand for our products.In the past,there have been such negative publicityregarding the battery products manufactured by the Chaowei Group,a key supplier of us,and the electric light vehicle industry in
301、 general,and there can be no assurance that we willnot experience the same in the future.When faced with such negative publicity,we cannotassure you that we can promptly take effective clarification or rectification measures,andRISK FACTORS 36 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO
302、 CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.any clarification or rectification measures may divert our managements attention and otherresources from day-to-day business operation.As a result,our business,financial condition
303、,results of operations,reputation and prospects may be adversely and negatively affected.Our business and growth are affected by changes in customer demand and spending for electriclight vehicle service in mainland China.Our business and growth are dependent on the customer demand and spending forel
304、ectric light vehicle service in mainland China,which could be affected by many factorsbeyond our control,including:.The number and average age of electric light vehicles,as older vehicles tend toneed to have more parts,including batteries,replaced than newer vehicles,as theoriginal batteries have be
305、come degraded overtime.Advances and changes in technological development of electric light vehicles,including,most importantly to us,shifts in battery technology from traditionallead-acid batteries to newer lithium-ion batteries and sodium-ion batteries.Economic downturns,as declining economic condi
306、tions may cause customers todefer aftermarket services,including parts and batteries replacement and upgrade.In addition,economic weaknesses and uncertainty may cause changes in customerpreferences,and if such economic conditions persist for an extended period oftime,this may result in customers mak
307、ing long-lasting changes to their spendingbehaviors in the electric light vehicle aftermarket markets.Changes in commute patterns,which may cause customers to rely more heavily onpublic transportation or to travel by electric light vehicles less frequently.Changes in governmental regulations and sta
308、ndards in the electric light vehiclessector,including stricter requirements on battery safety,maximum speed,andmanufacturing quality,which may affect our aftermarket services and affect ourcosts in unknown ways.Any of the factors described above may change the customer demand and spending forour pro
309、ducts and services.Our efforts in developing and investing in technology may not generate expected outcomes.We rely on information technology in many aspects of our operations.For example,weimplemented ERP system,which provides an integrated database that compiles informationfrom various aspects of
310、our operations,including customer orders,procurement orders,financial management,inventory control management and after-sales management.Webelieve that ERP system helps us better manage our supply chain and control costs byimproving coordination with suppliers and customers,among others.Additionally
311、,we arein the process of developing our data middle platform,aimed at unifying our data assets toempower all business departments by providing readily available data models and tools.This empowers our business development,sales,marketing,and network operations.SeeRISK FACTORS 37 THIS DOCUMENT IS IN
312、DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.Business Information Technology Systems for details.However,we cannot assure youthat our investments in technology will produce the expected ou
313、tcomes,which couldmaterially and adversely affect our business,financial condition,results of operations,andprospects.However,we cannot assure you that our future research and development efforts willbe successful,in which case we may lose our competitive advantage.Additionally,wecannot assure you t
314、hat the technologies we develop will be well received by participants inour service network and by end users,which could materially and adversely affect ourbusiness,financial condition,results of operations,and prospects.Our business substantially depends on third-party regional service providers to
315、 distribute ourproducts,and our limited control over these providers and their local partner stores couldadversely affect our operations.We rely on third-party regional service providers to place our products into the marketand we may not be able to control our regional service providers and their l
316、ocal partnerstores.Actions taken by our regional service providers in violation of the cooperationagreements or taken by the regional service providers with whom we had not entered intocooperation agreements could materially and adversely affect our business,prospects andreputation.We rely on third-
317、party regional service providers to sell our products.As of the LatestPracticable Date,our service network in mainland China consisted of more than 950regional service providers.Purchases by these regional service providers accounted for thesubstantial majority of our sales.For the year ended Decemb
318、er 31,2022,2023,and 2024,substantially all of our revenue were generated from our regional service providers.As wemainly sell and distribute our products through regional service providers,any one of thefollowing events could cause fluctuations or declines in our revenue and could have anadverse eff
319、ect on our financial condition and results of operations:.reduction,delay or cancelation of orders from one or more of our regional serviceproviders;.selection or increased sales by our regional service providers of our competitorsproducts;.failure to renew cooperation agreements and maintain relati
320、onships with ourexisting regional service providers;.failure to establish relationships with new regional service providers on favorableterms;and.inability to timely identify and appoint additional or replacement regional serviceproviders upon the loss of one or more of our regional service provider
321、s.RISK FACTORS 38 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.We may not be able to compete successfully against larger and better-funded sales andmarketing campaigns
322、of some of our current or future competitors,especially if thesecompetitors provide their regional service providers with more favorable arrangements.Wecannot assure you that we will not lose any of our regional service providers to ourcompetitors,which could cause us to lose some or all of our favo
323、rable arrangements withsuch regional service providers and may result in the termination of our relationships withother regional service providers.In addition,we may not be able to successfully manage ourservice network and the cost of any consolidation or further expansion of our servicenetwork may
324、 exceed the revenue generated from these efforts.If the sales volumes of ourproducts to consumers are not maintained at a satisfactory level or if regional serviceprovider orders fail to track consumers demand,our regional service providers may notplace orders for new products from us,or decrease th
325、e quantity of their usual orders.Theoccurrence of any of these factors could result in a significant decrease in the sales volumeof our products and therefore adversely affect our financial condition and results ofoperations.Furthermore,we rely on the cooperation agreements,policies and measures we
326、have inplace to manage our regional service providers.See Business Service Network Regional Service Providers Cooperation Agreements with Regional Service Providersand Business Service Network Management of Our Regional Service Providers fordetails.There can be no assurance that we will be successfu
327、l in managing our regionalservice providers,or that our regional service providers would not breach our agreementsand policies.Any violation or alleged violation by our regional service providers of thecooperation agreements,our policies or any applicable laws and regulations could result in,among o
328、ther things,a decrease in the market value of our brand and an unfavorable publicperception about the quality of our products,resulting in a material adverse effect on ourbusiness,financial condition,results of operations and prospects.In addition,there is no assurance that our regional service prov
329、iders will be able tomaintain a sales level comparable to their performance during the Track Record Period,orthat they will be able to achieve their sales targets.If our regional service providers fail tomaintain the sales pipelines of our products,or if there is any material interruption to ourrela
330、tionship with regional service providers,we may lose a significant portion or all of oursales channel in the relevant sales territories.In the event of any material interruption toour relationship with regional service providers,or upon termination of our relationship forwhatever reasons,there is no
331、 assurance that we may be able to replace a regional serviceprovider in its responsible sales territory with comparable sales capability in a timely andcost-effective manner,or at all.Certain regional service providers may act both for us and certain of our competitors.There can be no assurance as t
332、o the financial interest of our regional service providers andthat they will not give our competitors products higher priority,thereby reducing theirefforts to sell our products.As independent companies,regional service providers maketheir own business decisions that may not always align with our in
333、terests.If our regionalservice providers do not effectively distribute our products,our financial results could beadversely affected.RISK FACTORS 39 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THEINFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED WARNING ONTHE COVER OF THIS DOCUMENT.In line with industry practice,most of our regional service providers furt
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