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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for thecontents of this Application Proof,make no representation as to its accuracy or completeness and expressly disclaimany liability whatsoever for any loss howsoever arising from or in relian
2、ce upon the whole or any part of the contentsof this Application Proof.Application Proof ofContemporary Amperex Technology Co.,Limited寧德時代新能源科技股份有限公司(the“Company”)(A joint stock company incorporated in the Peoples Republic of China with limited liability)WARNINGThe publication of this Application Pr
3、oof is required by The Stock Exchange of Hong Kong Limited(the“StockExchange”)and the Securities and Futures Commission(the“Commission”)solely for the purpose of providinginformation to the public in Hong Kong.This Application Proof is in draft form.The information contained in it is incomplete and
4、is subject to change whichcan be material.By viewing this document,you acknowledge,accept and agree with the Company,its joint sponsors,overall coordinators,advisers or members of the underwriting syndicate that:(a)this document is only for the purpose of providing information about the Company to t
5、he public in Hong Kongand not for any other purposes.No investment decision should be based on the information contained in thisdocument;(b)the publication of this document or supplemental,revised or replacement pages on the Stock Exchangeswebsite does not give rise to any obligation of the Company,
6、its joint sponsors,overall coordinators,advisersor members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction.There is no assurance that the Company will proceed with the offering;(c)the contents of this document or supplemental,revised or replacement pa
7、ges may or may not be replicated infull or in part in the actual final listing document;(d)this document is not the final listing document and may be updated or revised by the Company from time totime in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
8、Limited;(e)this document does not constitute a prospectus,offering circular,notice,circular,brochure or advertisementoffering to sell any securities to the public in any jurisdiction,nor is it an invitation to the public to make offersto subscribe for or purchase any securities,nor is it calculated
9、to invite offers by the public to subscribe foror 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,advisers or underwriters is offering,or is s
10、oliciting offers to buy,any securities in any jurisdiction through the publication of this document;(h)no application for the securities mentioned in this document should be made by any person nor would suchapplication be accepted;(i)the Company has not and will not register the securities referred
11、to in this document under the United StatesSecurities Act of 1933,as amended,or any state securities laws of the United States;(j)as there may be legal restrictions on the publication of this document or dissemination of any informationcontained in this document,you agree to inform yourself about an
12、d observe any such restrictions applicableto you;and(k)the application to which this document relates has not been approved for listing and the Stock Exchange andthe Commission may accept,return or reject the application for the subject public offering and/or listing.No offer or invitation will be m
13、ade to the public in Hong Kong until after a prospectus of the Company hasbeen registered with the Registrar of Companies in Hong Kong in accordance with the Companies(WindingUp and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).If an offer or aninvitation is made to the pub
14、lic 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 inHong Kong,copies of which will be published to the public during the offer period.If you are in any doubt about any
15、 of the contents of this document,you should obtain independent professional advice.Contemporary Amperex Technology Co.,Limited寧德時代新能源科技股份有限公司(a joint stock company incorporated in the Peoples Republic of China with limited liability)REDACTEDNumber of REDACTED under theREDACTED:REDACTED H Shares(sub
16、ject to theREDACTED)Number of REDACTED:REDACTED H Shares(subject toreallocation)Number of REDACTED:REDACTED H Shares(subject toreallocation and the REDACTED)REDACTED:HK$REDACTED per H Share,plusbrokerage of 1.0%,SFC transactionlevy of 0.0027%,AFRC transactionlevy of 0.00015%and Stock Exchangetrading
17、 fee of 0.00565%(payable infull on REDACTED in Hong Kongdollars)Nominal Value:RMB1.00 per H ShareREDACTED:REDACTEDJoint Sponsors,REDACTED(in alphabetical order)BofA SecuritiesCICCChina Securities InternationalJ.P.MorganREDACTED(in alphabetical order)Goldman SachsMorgan StanleyUBSHong Kong Exchanges
18、and Clearing Limited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibilityfor the contents of this document,make no representation as to its accuracy or completeness,and expressly disclaim any liability whatsoever for any loss howsoeverarisi
19、ng from or in reliance upon the whole or any part of the contents of this document.A copy of this document,having attached thereto the documents specified in“Appendix VII Documents Delivered to the Registrar of Companies and Availableon Display”to this document,has been registered by the Registrar o
20、f Companies in Hong Kong as required by section 342C of the Companies(Winding Up andMiscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong).The Securities and Futures Commission of Hong Kong and the Registrar of Companiesin Hong Kong take no responsibility as to the contents of this
21、document or any other document referred to above.The REDACTED will be HK$REDACTED per REDACTED unless otherwise announced.REDACTED applying for the REDACTED will be required topay,subject to the channel of application,the REDACTED of HK$REDACTED per REDACTED,together with brokerage of 1.0%,SFC trans
22、action levy of0.0027%,AFRC transaction levy of 0.00015%and Stock Exchange trading fee of 0.00565%upon application.The REDACTED(for themselves and on behalf of the REDACTED,and with our consent)may,where considered appropriate and with our consent,reduce thenumber of the REDACTED and/or the REDACTED
23、that stated in this document at any time prior to the morning of the last day for lodging REDACTED underthe REDACTED.In such a case,notices of the reduction in the number of the REDACTED and/or the REDACTED be published on the websites of the StockExchange at www.hkexnews.hk and our Company at as so
24、on as practicable following the decision to make such reduction,and in any event not laterthan the morning of the day for lodging applications under the REDACTED.For details,see“Structure of the REDACTED”and“How to Apply for theREDACTED.”Prior to making an REDACTED decision,prospective REDACTED shou
25、ld carefully consider all of the information set out in this document,including but notlimited to the risk factors set out in the section headed“Risk Factors”in this document.The obligations of the REDACTED under the REDACTED to REDACTED for,and to procure REDACTED for the REDACTED for,theREDACTED,a
26、re subject to termination by the REDACTED(for themselves and on behalf of the REDACTED)if certain grounds arise prior to 8:00a.m.on the REDACTED.For details,see“REDACTED REDACTED Arrangements REDACTED Grounds for Termination.”The REDACTED have not been and will not be registered under the U.S.Securi
27、ties Act or any state securities law in the United States and may not beREDACTED,sold,pledged or transferred within the United States,except in transactions exempt from,or not subject to,the registration requirements of the U.S.Securities Act.The REDACTED are being REDACTED and sold(i)solely to REDA
28、CTED as defined in Rule 144A pursuant to an exemption from registrationunder the U.S.Securities Act,and(ii)outside the United States in offshore transactions in reliance on Regulation S under the U.S.Securities Act.IMPORTANTREDACTEDTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND
29、THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDIMPORTANT ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS
30、DOCUMENT.REDACTEDIMPORTANT iii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE iv THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHAN
31、GE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE v THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE
32、 COVER OF THIS DOCUMENT.REDACTEDEXPECTED TIMETABLE vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.IMPORTANT NOTICE TO REDACTEDThis document is issued by our Company s
33、olely in connection with theREDACTED and the REDACTED and does not constitute an REDACTED to sellor a solicitation of an REDACTED to buy any security other than the REDACTEDby this document pursuant to the REDACTED.This document may not be used forthe purpose of,and does not constitute,an REDACTED o
34、r invitation in any otherjurisdiction or in any other circumstances.No action has been taken to permit aREDACTED of the REDACTED or the distribution of this document in anyjurisdiction other than Hong Kong.The distribution of this document for the purposesof a REDACTED and the REDACTED and sale of t
35、he REDACTED in otherjurisdictions are subject to restrictions and may not be made except as permitted underthe applicable securities laws of such jurisdictions pursuant to registration with orauthorization by the relevant securities regulatory authorities or an exemptiontherefrom.You should rely onl
36、y on the information contained in this document to make yourREDACTED decision.The REDACTED is made solely on the basis of theinformation contained and the representations made in this document.We have notauthorized anyone to provide you with information that is different from what iscontained in thi
37、s document.Any information or representation not contained nor madein this document must not be relied on by you as having been authorized by ourCompany,theJointSponsors,theREDACTED,theREDACTED,theREDACTED,the REDACTED and the REDACTED,any of the REDACTED,any of our or their respective directors,off
38、icers,employees,agents,or representativesof any of them or any other parties involved in the REDACTED.EXPECTED TIMETABLE.ivCONTENTS.viiSUMMARY.1DEFINITIONS.16GLOSSARY.29FORWARD-LOOKING STATEMENTS.33RISK FACTORS.35WAIVERS AND EXEMPTIONS.67CONTENTS vii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUB
39、JECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.INFORMATION ABOUT THIS DOCUMENT AND THE REDACTED.82DIRECTORS,SUPERVISORS AND PARTIES INVOLVED IN THEREDACTED.87CORPORATE INFORMATION.93INDUSTRY OVERVIEW.95SHARE CAPITAL.11
40、8REGULATORY OVERVIEW.121HISTORY AND CORPORATE STRUCTURE.136BUSINESS.142CONNECTED TRANSACTIONS.184SUBSTANTIAL SHAREHOLDERS.189DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENT.191FINANCIAL INFORMATION.207FUTURE PLANS AND REDACTED.256REDACTED.257STRUCTURE OF THE REDACTED.268HOW TO APPLY FOR THE REDACTED.278
41、APPENDIX IACCOUNTANTS REPORT.I-1APPENDIX IIUNAUDITED REDACTED FINANCIALINFORMATION.II-1APPENDIX IIITAXATION AND FOREIGN EXCHANGE.III-1APPENDIX IVSUMMARY OF PRINCIPAL LAWS ANDREGULATORY PROVISIONS.IV-1CONTENTS viii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATI
42、ON MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.APPENDIX VSUMMARY OF THE ARTICLES OF ASSOCIATION.V-1APPENDIX VISTATUTORY AND GENERAL INFORMATION.VI-1APPENDIX VIIDOCUMENTS DELIVERED TO THE REGISTRAR OFCOMPANIES AND AVAILABLE ON DISPLAY.VII-1CONTENTS ix THIS
43、 DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE 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 contai
44、n all the information that may beimportant to you.You should read the entire document carefully before you decide toREDACTED in the REDACTED.There are risks associated with any REDACTED.Some of the particular risksin REDACTED in the REDACTED are set out in the section headed“RiskFactors.”You should
45、read that section carefully before you decide to REDACTED inthe REDACTED.OVERVIEWWe are a globally leading innovative new energy technology company,primarily engagedin the research,development,production,and sales of EV batteries and ESS batteries.We aimto drive the transition from mobile and statio
46、nary fossil energy sources to sustainablealternatives,as well as creating integrated innovative solutions for new applications throughadvancements in electrification and intelligent technologies.As of September 30,2024,we hadestablished six major R&D centers and 13 battery manufacturing bases worldw
47、ide,with serviceoutlets spanning 64 countries and regions.We have the broadest coverage of customer andend-user base globally.By the end of November 2024,our EV batteries were installed inapproximately 17 million vehicles,which represents one in every three EVs worldwide,andour ESS batteries were de
48、ployed in over 1,700 projects across the globe.Leveraging decades of extensive experience we have accumulated in the lithium-ionbattery industry,we have developed proprietary full-chain and highly efficient R&Dcapabilities,which lead to our comprehensive and advanced matrix of products and solution.
49、It can be applied to passenger vehicle(PV),commercial vehicle(CV),front-of-the-meter(FTM)energy storage system,behind-the-meter(BTM)energy storage system,and emergingapplications such as machinery,vessels,aircraft and others.Our products effectively meet theevolving and diverse needs of global custo
50、mers.We actively participate in the development of industry standards and subject matterresearch in the global lithium-ion battery industry,driving the industrys sustainabledevelopment.By the end of 2024,we are part of over 160 domestic and international industryassociations,among others:the Global
51、Battery Alliance,International Renewable EnergyAgency,European Battery Alliance,and China Association of Automobile Manufacturers.SUMMARY 1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER
52、 OF THIS DOCUMENT.Through our relentless efforts,we are highly recognized by global customers and widelyacclaimed in the market.Our major accomplishments include:EV Battery1ManufacturingWorlds Only3 Lighthouse FactoriesIn the Lithium-ion Battery IndustryLargest Globally:646 GWhAnnualized Production
53、Capacity,2024DPPBSingle-Cell FailureProducts45RMB66.2 BnCumulative R&D Spent from 2015to September 202439,792 Patents Authorized/pendingTECHNOBEST 2024 Award,AUTOBESTShenxing batteryThe Best Inventions of 2022,TIME Magazine Qilin batteryR&D72%of the High-End Passenger EV Market in China 80%of the E-
54、Bus Market in China 71%of the E-Truck Market in China Select Markets3ESS Battery2No.1 Globally for3 Consecutive Years40.0%Global Market Share in 202336.8%Global Market Share from Jan.to Nov.202426.8%,No.1 in Non-China Markets From Jan.to Nov.2024No.1 Globally for8 Consecutive YearsNotes:1The ranking
55、s and market shares are based on global EV battery usage volume,according to the GGII Report.The eight consecutive years refer to 2017 to 2024,and the 2024 ranking is based on January to Novemberstatistics.2The rankings and market shares are based on global ESS battery shipment,according to the GGII
56、 Report.Thethree consecutive years refer to 2021 to 2023.3High-end passenger EV is defined as a vehicle priced over RMB250,000,according to the GGII Report.Marketshares are calculated based on data in 2024.4The number of patents is as of September 30,2024.5The annualized production capacity is calcu
57、lated by multiplying our production capacity for the six monthsended June 30,2024,by two.SUMMARY 2 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Our BusinessWe are dedi
58、cated to providing best-in-class EV and ESS batteries and related solutions forglobal new energy applications,as outlined below:InnovativeSolutionsEV BatteryPassenger VehicleCommercial VehicleE-BusE-TruckE-LCVBEVPHEVFreevoyTianxingQilinShenxingChoco-Swap ESS BatteryFront-of-the-MeterBehind-the-Meter
59、EnerOneTENERUniCEmerging ApplicationsMachineryVesselsAircraftOthersQIJI Energy SwapSkateboardChassisZero-CarbonSolutionsEnerCEnerDPU100RepresentativeProductsApplicationsApplicationsRepresentativeProductsIn addition,we secure the supply of key upstream resources and materials for batteryproduction th
60、rough battery materials and recycling,and investment,development andoperation of mineral resources.For details about each of our business segments,see“Business Our Products and Solutions.”Our InnovationsOur innovation has three strategic directions:(i)replacing mobile fossil energy sources,(ii)repla
61、cing stationary fossil energy sources and(iii)integrated innovation of newapplications.Wefocusoureffortsoninnovationaroundbatterymaterialsandelectro-chemistries,system structures,and green extreme manufacturing,as well as businessmodel innovation.We have consistently launched new technologies,produc
62、ts and businessmodels that drive the industry forward.For details,see“Business Our Innovations.”Our Global PresenceOur business spans the globe.We adopt a“customer-centric”approach and establishedvarious long-term and in-depth strategic partnerships with globally renowned automotiveOEMs,ESS integrat
63、ors,project developers or operators.By the end of 2024,nine out of thetop ten global automotive OEMs by EV sales volume are our customers,according to the GGIIReport.OurautomotiveOEMcustomersincludeBMW,Mercedes-Benz,Stellantis,Volkswagen,Ford,Toyota,Hyundai,Honda,Volvo,SAIC,Geely,NIO,Li Auto,Yutong,
64、andXiaomi.Our ESS customers and partners include NextEra,Synergy,Wrtsil,Excelsior,Jupiter Power,Flexgen,China Energy Group,State Power Investment Corporation,ChinaHuaneng Group,China Huadian Group and China National Petroleum Corporation.We furtherSUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE
65、AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.strengthen our collaboration with global customers through equity investments,JVs,andtechnology licensing.In 2023,32.7%of our revenue was generated from overseas ma
66、rkets.Asof September 30,2024,we had established a global network of over 730 after-sales servicestations,among which 156 are located overseas,continuously providing high-quality service toour global customers.We have been expanding our global footprint in response to evolving customer demands.As of
67、September 30,2024,we operated 13 battery manufacturing bases around the world.Beyond China,we have established a manufacturing base in Thuringia,Germany,enabling usto become the worlds first battery manufacturer to obtain Volkswagen module certification andthe first in Europe to receive Volkswagen c
68、ell certification.Furthermore,we are activelypreparing and advancing our plant in Hungary,our JV factory with Stellantis N.V.in Spain,andour battery value chain projects in Indonesia.To actively advance our globalization,we emphasize our efforts on overseas operationalsupport,supply chain expansion,
69、resources and recycling,and international talent acquisition.These efforts aim to create an efficient multinational operational structure.Our Financial PerformanceWe have achieved steady growth and outstanding financial performance over the years.For the years ended December 31,2022 and 2023,our rev
70、enue was RMB328.6 billion andRMB400.9 billion,respectively.For the nine months ended September 30,2024,our revenuewas RMB259.0 billion.During this period,our profitability continued to improve,with netprofit consistently increasing.For the years ended December 31,2022 and 2023,our net profitwas RMB3
71、3.5 billion and RMB47.3 billion,respectively,representing a year-on-year growthof 41.5%.For the nine months ended September 30,2023 and 2024,our net profit wasRMB32.5 billion and RMB38.8 billion,representing a period-on-period growth of 19.2%.Ournet profit margin for the years ended December 31,2022
72、 and 2023,as well as the nine monthsended September 30,2024,was 10.2%,11.8%and 15.0%,respectively.In the same periods,our ROE was 24.7%,24.7%and 22.1%,respectively.We have consistently maintained a robust cash flow position.The net cash flow generatedfrom operating activities for the years ended Dec
73、ember 31,2022 and 2023,as well as for thenine months ended September 30,2024,was RMB61.2 billion,RMB92.8 billion,and RMB67.4billion,respectively.Our Sustainability InitiativesWe actively promote the United Nations Sustainable Development Goals.As a member ofthe United Nations Global Compact(“UNGC”),
74、we fully support its ten principles across fourkey areas:human rights,labor,environment,and anti-corruption.We have established asustainability governance structure that integrates these principles into our daily operations,ensuring the effective advancement of our sustainability efforts.SUMMARY 4 T
75、HIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Meanwhile,we continuously enhance the transparency of our external communications,conveying our sustainability values and c
76、oncepts to a broader range of stakeholders.As of theLatest Practicable Date,we had published annual Corporate Social Responsibility and/or ESGreports for six consecutive years and Carbon Emission Accounting reports for threeconsecutive years.We conduct regular identification and analysis of material
77、 ESG topics,andconduct a review of material topic results of the previous year in accordance with the latestESG regulations and policies,while also considering external stakeholder focus and industrypractices.We consider climate change and carbon emissions as essential factors for our sustainabledev
78、elopment.In 2023,we released our“Zero Carbon Strategy”setting clear carbon neutralitygoals:achieving carbon neutrality by 2025 in our core operations and by 2035 across the valuechain.We continue to enhance our ecosystem and biodiversity protection strategies,formulatingandpublishingour“Biodiversity
79、Commitment”and“ForestResourceConservation Commitment.”Adhering to a philosophy of seamlessly integrating businessdevelopment with social responsibility,we actively participate in community development,educational support,disaster relief,environmental protection,and social welfare initiatives.Through
80、 dedicated charitable funds and financial donations,we fulfill our corporate citizenshipresponsibilities and promote social value cocreation.We continuously enhance our ESG practice and have achieved steady improvement ofESG rating in recent years.We successfully maintain industry-wide leading posit
81、ions invarious mainstream ESG ratings.COMPETITIVE STRENGTHSWe believe the following strengths position us well to capitalize on future opportunitiesand deliver continued growth:Competitive full-chain R&D moat built on our profound experience and uniquemethodology;Comprehensiveandadvancedproductmatri
82、x,continuouslytrendsettingtheindustry;Multi-Dimensional expansion,creating a dominant position in emerging areas;Pioneering Zero Carbon practice,building Zero Carbon ecosystem;andLeading global footprint with unparalleled capabilities.SUMMARY 5 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT T
83、O CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.GROWTH STRATEGIESGuided by the three strategic directions and four innovative systems,we drive thedevelopment of our business.We are committed to revolutionary battery technolog
84、y innovationand large-scale commercial deployment,continuously expanding the applications of EV andESS batteries.Through integrated innovation and zero-carbon solutions,we aim to reducesocietys dependence on fossil fuels and contribute to global sustainable development.Our three strategic directions
85、 center around Electrochemical Energy Storage+RenewableEnergy Generation,EV Battery+NEV,and Electrification+Intelligentization.Innovation isin our DNA and serves as the driving force behind our sustainable development.Guided by ourthree strategic directions,we have established four innovative system
86、s:“Battery Materials andElectro-chemistriesInnovation,”“SystemStructureInnovation,”“GreenExtremeManufacturing Innovation,”and“Business Model Innovation”to support our businessdevelopment.We promote the four innovative systems through“open innovation.”CUSTOMERS AND SUPPLIERSOur EV battery customers p
87、rimarily consist of domestic and international automotiveOEMs.Our ESS battery customers and partners mainly comprise ESS integrators and ESSproject developers and operators.In 2022,2023 and the nine months ended September 30,2024,our revenue from the five largest customers in each year/period accoun
88、ted for 35.3%,36.8%and 37.4%of our total revenue in the year/period,respectively;and revenue from ourlargest customer in each year/period accounted for 11.6%,12.5%and 15.4%of our totalrevenue in the year/period,respectively.During the Track Record Period,our purchases from the five largest suppliers
89、 in eachyear/period accounted for 21.3%,20.3%and 17.1%of our total purchases in the respectiveyear/period;and purchases from our largest supplier in each year/period accounted for 5.4%,5.3%and 5.9%of our total purchases in the respective year/period.To the best knowledge of our Directors,none of our
90、 Directors,their respective associatesor any Shareholder who owns more than 5%of the issued share capital of our Companyimmediately following the completion of the REDACTED had any interest in our five largestcustomers and suppliers during the Track Record Period.SUMMARY OF HISTORICAL FINANCIAL INFO
91、RMATIONThe following tables set forth summary financial data from our financial informationduring the Track Record Period,extracted from the Accountants Report as set out in AppendixI to this document.The summary financial data set forth below should be read together with,and is qualified in its ent
92、irety by reference to,our financial statements in this document,including the related notes.Our consolidated financial information was prepared in accordancewith the International Financial Reporting Standards(“IFRSs”).SUMMARY 6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THA
93、T THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Summary of Consolidated Statements of Profit or LossThe following table sets forth a summary of our consolidated statements of profit or lossfor the years/periods indicated.For the year ended D
94、ecember 31,For the nine months ended September 30,2022202320232024RMB000%ofrevenueRMB000%ofrevenueRMB000%ofrevenueRMB000%ofrevenue(Unaudited)Revenue?328,593,988100.0400,917,045100.0294,677,251100.0259,044,749100.0Cost of sales?(270,629,780)(82.4)(323,982,130)(80.8)(237,675,466)(80.7)(194,352,590)(75
95、.0)Gross profit?57,964,20817.676,934,91519.257,001,78519.364,692,15925.0Research and developmentexpenses?(15,510,453)(4.7)(18,356,108)(4.6)(14,875,734)(5.0)(13,073,136)(5.0)Administrative and otheroperating expenses?(8,103,787)(2.5)(10,526,439)(2.6)(8,217,842)(2.8)(8,488,817)(3.3)Selling expenses?(2
96、,519,230)(0.8)(3,042,744)(0.8)(2,642,679)(0.9)(2,608,018)(1.0)Other income?7,047,2442.114,883,4283.710,131,7103.414,081,5445.4Other gains and losses,net?1,285,9080.4410,7240.1(95,445)(0.0)(1,014,030)(0.4)Impairment losses?(3,973,175)(1.2)(6,107,968)(1.5)(3,096,622)(1.1)(7,543,427)(2.9)Finance costs?
97、(2,132,375)(0.6)(3,446,516)(0.9)(2,317,681)(0.8)(2,966,060)(1.1)Share of results ofassociates and jointventures,net?2,614,5170.83,745,7620.91,307,6780.42,712,7451.0Profit before income tax?36,672,85711.254,495,05413.637,195,17012.645,792,96017.7Income tax expense?(3,215,713)(1.0)(7,153,019)(1.8)(4,6
98、50,152)(1.6)(6,987,231)(2.7)Profit for the year/period?33,457,14410.247,342,03511.832,545,01811.038,805,72915.0Profit for the year/periodattributable to:Owners of the Company?30,729,1649.444,702,24911.131,174,22910.636,073,54813.9Non-controlling interests?2,727,9800.82,639,7860.71,370,7890.52,732,18
99、11.1SUMMARY 7 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.RevenueDuring the Track Record Period,our revenue was derived primarily from EV batteries,ESS batteries,batt
100、ery materials and recycling,and battery mineral resources.The followingtable sets forth the breakdown of our revenue by product type for the years/periods indicated.For the year ended December 31,For the nine months ended September 30,2022202320232024RMB000%RMB000%RMB000%RMB000%(Unaudited)EV batteri
101、es?236,593,49772.0285,252,91771.2212,604,50972.1175,542,78967.8ESS batteries?44,980,27713.759,900,52214.941,699,13214.246,418,98017.9Battery materialsand recycling?26,031,5147.933,602,2848.424,740,7468.418,820,5057.3Battery mineralresources?4,508,6331.47,734,1511.95,967,3062.04,526,6761.7Others(1)?1
102、6,480,0675.014,427,1713.69,665,5583.313,735,7995.3Total?328,593,988100.0400,917,045100.0294,677,251100.0259,044,749100.0Note:(1)Primarily including revenue generated from(i)sales of raw materials and scrap materials,and(ii)provision of research and development services.SUMMARY 8 THIS DOCUMENT IS IN
103、DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Gross Profit and Gross Profit MarginThe following table sets forth the breakdown of our gross profit and gross profit marginby product type fo
104、r the years/periods indicated.For the year ended December 31,For the nine months ended September 30,2022202320232024Gross profitGrossprofitmarginGross profitGrossprofitmarginGross profitGrossprofitmarginGross profitGrossprofitmarginRMB000%RMB000%RMB000%RMB000%(Unaudited)EV batteries?33,418,88714.151
105、,705,33818.137,257,64217.542,613,38424.3ESS batteries?6,282,25214.011,174,43018.78,540,81820.513,199,74028.4Battery materials andrecycling?5,525,48421.23,824,53911.43,705,24215.02,091,64311.1Battery mineral resources?551,78712.21,536,26119.91,008,43916.9263,9735.8Others?12,185,79873.98,694,34760.36,
106、489,64467.16,523,41947.5Total?57,964,20817.676,934,91519.257,001,78519.364,692,15925.0Our gross profit increased by 32.7%from RMB58.0 billion in 2022 to RMB76.9 billionin 2023,and increased by 13.5%from RMB57.0 billion for the nine months ended September30,2023 to RMB64.7 billion for the nine months
107、 ended September 30,2024.Our gross profitmargin increased from 17.6%in 2022 to 19.2%in 2023,and further increased from 19.3%forthe nine months ended September 30,2023 to 25.0%for the nine months ended September 30,2024.Our gross profit margin showed continued growth during the Track Record Period,ma
108、inly because(i)the unit economics of our battery products remained stable while increasing,driven by the scaled commercial application of our innovative products,such as Qilin batteryand Shenxing battery,which gained wide customer recognition following their market launch;and(ii)the average selling
109、price of our battery products was reduced in response to decreasein the cost of raw materials including lithium carbonate.This,combined with our stable andimproving unit economics,led to the consequent increase of our gross profit margin.Profits for the Year/PeriodOur profit for the year increased b
110、y 41.5%from RMB33.5 billion in 2022 to RMB47.3billion in 2023.Our profit for the period increased by 19.2%from RMB32.5 billion for the ninemonths ended September 30,2023 to RMB38.8 billion for the nine months ended September30,2024.For details,see“Financial Information Period-to-Period Comparison of
111、 Resultsof Operations.”SUMMARY 9 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Summary of Consolidated Statements of Financial PositionThe following table sets forth a
112、summary of our consolidated statements of financialposition as of the dates indicated:As of December 31,As ofSeptember 30,202220232024RMB000Current assets?387,734,858449,788,002466,764,516Non-current assets?213,217,495267,380,039271,470,488Total assets?600,952,353717,168,041738,235,004Current liabil
113、ities?295,761,421287,001,071281,070,698Non-current liabilities?128,281,771210,283,820193,863,663Total liabilities?424,043,192497,284,891474,934,361Net current assets?91,973,437162,786,931185,693,818Net assets?176,909,161219,883,150263,300,643For details of the fluctuation in key items of our consoli
114、dated statements of financialposition and net current assets during the Track Record Period,see“Financial Information Discussion of Certain Key Items of Consolidated Statements of Financial Position.”Summary of Consolidated Statements of Cash FlowThe following table sets forth a summary of our conso
115、lidated cash flow statements for theyears/periods indicated.For the year endedDecember 31,For the nine months endedSeptember 30,2022202320232024RMB000(Unaudited)Net cash generated fromoperating activities?61,208,84492,826,12552,653,69267,443,601Net cash used in investingactivities?(64,139,843)(29,18
116、7,763)(19,937,130)(47,894,482)Net cash generatedfrom/(used in)financingactivities?82,266,43114,716,36214,850,658(20,495,680)Net increase/(decrease)incash and cash equivalents?79,335,43278,354,72447,567,220(946,561)Cash and cash equivalents atbeginning of theyear/period?75,505,735157,629,318157,629,3
117、18238,165,487Effect of exchange ratechanges?2,788,1512,181,4451,928,721(2,265,022)Cash and cash equivalents atthe end of the year/period?157,629,318238,165,487207,125,259234,953,904SUMMARY 10 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJ
118、UNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.KEY FINANCIAL RATIOSThe following table set forth our key financial ratios as of the dates or for theyears/periods indicated.For the year ended/as ofDecember 31,For the ninemonthsended/as ofSeptember 30,202220232024Net profit marg
119、in?10.2%11.8%15.0%Return on equity(ROE)(1)?24.7%24.7%22.1%Current ratio(2)?1.31.61.7Quick ratio(3)?1.11.41.5Debt-to-asset ratio(4)?70.6%69.3%64.3%Interest-bearing debt ratio(5)?16.8%17.6%17.6%Operating cash flow conversion ratio(6)?1.82.01.7Notes:(1)Return on equity(ROE)is calculated by dividing the
120、 profit attributable to owners of the Company forthe year/period by the average of equity attributable to owners of the Company at the beginning and theend of the respective year/period.For the nine months ended September 30,2024,ROE is annualizedby multiplying the number by 4/3.(2)The current ratio
121、 is calculated as current assets divided by current liabilities as of the relevant date.(3)The quick ratio is defined as current assets minus inventories,divided by current liabilities as of therelevant date.(4)The debt-to-asset ratio is calculated by dividing the total liabilities by the total asse
122、ts as of the relevantdate.(5)The interest-bearing debt ratio is calculated as interest-bearing debt divided by total assets as of therelevant date.(6)Operating cash flow conversion ratio is defined as the ratio of the cash flow generated from operatingactivities during the year/period over the profi
123、t for the same year/period.RISK FACTORSOur operations and the REDACTED involve certain risks and uncertainties,including(i)risks relating to our industry and business,(ii)risks relating to financial,accounting and taxmatters,(iii)risks relating to our operations,(iv)risks relating to government regu
124、lations,and(v)risks relating to the REDACTED,which are set out in the section headed“Risk Factors”in this document.You should read that section in its entirety carefully before you decide toREDACTED in the REDACTED.Some of the major risks we face include,but are notlimited to:(i)the demand in the en
125、d markets of our industry is constantly changing.If we areunable to respond effectively to these changes,our business,results of operations and financialcondition will be materially and adversely affected,(ii)if we fail to maintain technologyleadership in the battery industry,our operating results m
126、ay be adversely affected,(iii)we facerisks of changing new energy industry policies,(iv)our business faces competition,(v)we mayface risks if there are quality issues with our products,(vi)if we are unable to retain ourSUMMARY 11 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND TH
127、AT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.existing customers or attract new customers,our business,financial condition and results ofoperations could be materially and adversely affected,(vii)we face uncertainties and risks inoverseas
128、 manufacturing and operations,and(viii)price fluctuation and inadequate supply ofmaterials and equipment for our production could adversely affect our business,financialcondition and results of operations.RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGEOur Directors confirm that,up to the Latest Pr
129、acticable Date,there had been no materialadverse change in our business,financial condition and results of operations since September30,2024,which is the end date of the years/period reported on in the Accountants Report asset out in Appendix I to this document,and there is no event since September
130、30,2024 whichwould materially affect the information in the Accountants Report as set out in Appendix I tothis document.Special Dividend Distribution for 2024Our Special Dividend and Interests Distribution Plan for 2024 was reviewed andapproved at the First Extraordinary General Meeting of 2024 held
131、 on December 26,2024.Acash dividend of RMB12.30(tax inclusive)per 10 Shares was to be paid to all the thenShareholders based on our share capital of 4,387,474,934 Shares,which excludes the15,991,524 Shares repurchased in the dedicated account for repurchased securities.Thisspecial dividend distribut
132、ion was completed in January 2025.REDACTEDThe statistics in the following table are based on the assumptions that(i)theREDACTED has been completed and REDACTED H Shares are newly issued in theREDACTED,(ii)the REDACTED for the REDACTED are not exercised,and(iii)REDACTEDSharesareissuedandoutstandingfo
133、llowingthecompletionoftheREDACTED:Based on theREDACTED ofHK$REDACTEDper H ShareREDACTED of our H Shares?HK$REDACTEDUnaudited REDACTED adjusted consolidated net tangibleassets per Share(1)?RMBREDACTEDSUMMARY 12 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION M
134、USTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Notes:(1)The unaudited REDACTED adjusted consolidated net tangible assets per Share is arrived at after theadjustments referred to in the section headed“Unaudited REDACTED Financial Information”inAppendix II to t
135、his document and on the basis that REDACTED Shares were in issue,assuming thatthe REDACTED had been completed on September 30,2024 but does not take into account of anyShares which may be allotted and issued by our Company pursuant to the REDACTED,any Sharesthat may be issued by our Company pursuant
136、 to the exercise of options or the vesting of restricted sharesor other awards that have been or may be granted from time to time under the Share Schemes or anyShares which may be issued or repurchased by our Company after the Latest Practicable Date.(2)No adjustment has been made to the unaudited R
137、EDACTED adjusted consolidated net tangible assetsto reflect any trading results or other transactions of our Group entered into subsequent to September30,2024.For the calculation of the unaudited REDACTED adjusted consolidated net tangible assetsper Share,see“Unaudited REDACTED Financial Information
138、”in Appendix II to this document.REDACTEDWeestimatethatwewillreceiveREDACTEDfromtheREDACTEDofapproximately HK$REDACTED,after deducting REDACTED,fees and estimatedexpenses payable by us in connection with the REDACTED,and at the REDACTED ofHK$REDACTED per Share,assuming that the REDACTED is not exerc
139、ised.We currently intend to apply these REDACTED for the following purposes:Approximately REDACTED%or HK$REDACTED will be used to advance theconstruction of Phase I and II of our Hungary project;andApproximately REDACTED%or HK$REDACTED will be used for workingcapital and other general corporate purp
140、oses.For further information relating to our future plans and REDACTED from theREDACTED,see“Future Plans and REDACTED”in this document.OUR LISTING ON THE CHINEXT OF THE SHENZHEN STOCK EXCHANGE ANDREASONS FOR THE REDACTED ON THE STOCK EXCHANGESince 2018,our Company has been listed on the ChiNext of t
141、he Shenzhen StockExchange.As of the Latest Practicable Date,we had no instances of material non-compliancewith the rules of the Shenzhen Stock Exchange and other applicable securities laws andregulations of the PRC in any material respects,and,to the best knowledge of our Directorshaving made all re
142、asonable enquiries,there was no material matter that should be brought tothe REDACTED attention in relation to our compliance record on the Shenzhen StockExchange.Our PRC Legal Advisors are of the view that the confirmation of our Directorsabove with regard to our compliance records is accurate and
143、reasonable.Based on theindependent due diligence conducted by the Joint Sponsors,nothing has come to the JointSponsors attention that would cause them to disagree with the Directors confirmation withregard to the compliance records of the Company on the Shenzhen Stock Exchange.SUMMARY 13 THIS DOCUME
144、NT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Our Company seeks to be REDACTED on the Stock Exchange in order to furtheradvance our global strategic layout,establish an internatio
145、nal capital operation platform,andenhance our comprehensive competitiveness.For details,see“Business Growth Strategies”and“Future Plans and REDACTED.”WAIVERS AND EXEMPTIONSIn connection with the REDACTED,we have applied for certain waivers andexemptions from strict compliance with the Listing Rules
146、and the Companies(Winding Up andMiscellaneous Provisions)Ordinance.Among the waivers and exemptions that we have appliedfor,we have applied to the Stock Exchange and/or the SFC for(i)a waiver from strictcompliance with the requirement under Rule 19A.18(1)of the Listing Rules in respect of theappoint
147、ment of an independent non-executive Director being ordinarily resident in Hong Kong;and(ii)an exemption from strict compliance with the requirement under paragraph 6 of theThird Schedule to the Companies(Winding Up and Miscellaneous Provisions)Ordinance inrespect of the disclosure of executive Dire
148、ctors residential addresses.For further details,see“Waivers and Exemptions.”DIVIDENDSDuring the Track Record Period,we declared cash dividends to our Shareholders asfollows.For the year endedDecember 31,For the nine months endedSeptember 30,2022202320232024RMB000(Unaudited)Dividends attributable tot
149、he year/periodInterim dividend?1,593,064Final and special dividend?6,154,6896,154,81022,058,085As of the Latest Practicable Date,we had paid these dividends in full.SUMMARY 14 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE
150、 SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.After the completion of the REDACTED,we may distribute dividends in the form ofcash or by other means permitted by our Articles of Association.A decision to declare or to paydividends in the future and the amount of dividends will be at the discr
151、etion of our Board andwill depend on a number of factors,including our results of operations,cash flows,financialcondition,payments by our subsidiaries of cash dividends to us,business prospects,statutoryand regulatory restrictions on our declaration and payment of dividends and other factors thatou
152、r Board may consider important.Any declaration and payment as well as the amount ofdividends will be subject to our constitutional documents and the relevant laws.OurShareholders may approve any declaration of dividends.According to applicable laws in mainland China and our Articles of Association,w
153、e willpay dividends out of our profit after tax only after we have made the following allocations:recovery of the losses incurred in the previous year;allocations to the statutory reserveequivalent to 10%of our profit after tax;allocations to a discretionary common reserve ofcertain percentage of ou
154、r profit after tax that are approved by Shareholders general meeting.REDACTED EXPENSESREDACTED expenses to be borne by us are estimated to be approximatelyHK$REDACTED(basedonanREDACTEDofHK$REDACTEDperShare),representing approximately REDACTED%of the estimated REDACTED from theREDACTEDassumingnoShare
155、sareissuedpursuanttotheREDACTED.TheREDACTEDexpensesconsistof(i)REDACTED-relatedexpenses,includingREDACTED,of approximately HK$REDACTED,and(ii)non-REDACTED-relatedexpenses of approximately HK$REDACTED,comprising(a)fees and expenses of our legaladvisors and reporting accountants of approximately HK$RE
156、DACTED,and(b)other feesand expenses of approximately HK$REDACTED.During the Track Record Period,we didnot incur any REDACTED expenses.After the Track Record Period,approximatelyHK$REDACTED is expected to be charged to our consolidated statements of profit or loss,and approximately HK$REDACTED is exp
157、ected to be accounted for as a deduction fromequity upon the REDACTED.We do not believe any of the above fees or expenses arematerial or are unusually high for our Group.The REDACTED expenses above are the latestpracticable estimate for reference only,and the actual amount may differ from this estim
158、ate.SUMMARY 15 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.In this document,unless the context otherwise requires,the following terms andexpressions shall have the me
159、anings set out below.Certain technical terms areexplained in“Glossary.”“A Share(s)”ordinary share(s)issued by our Company,with a nominalvalue of RMB1.00 each,which are listed on the ChiNextof the Shenzhen Stock Exchange and traded in Renminbi“Accountants Report”the accountants report of our Company
160、for the TrackRecord Period,as set out in Appendix I to this document“affiliate”with respect to any specified person,any other person,directly or indirectly,controlling or controlled by orunder direct or indirect common control with suchspecified person“AFRC”the Accounting and Financial Reporting Cou
161、ncil of HongKong“Articles of Association”or“Articles”the articles of association of our Company adopted onJanuary 17,2025 which will become effective on theREDACTED and as amended from time to time,asummary of which is set out in“Appendix V Summaryof the Articles of Association”to this document“Audi
162、t Committee”the audit committee of the Board“Board”or“Board of Directors”the board of Directors of our Company“Board of Supervisors”the board of Supervisors of our Company“Business Day”or“business day”any day(other than a Saturday,Sunday or public holidayin Hong Kong and any day on which tropical cy
163、clonewarning no.8 or above or a black rainstorm warningsignal is hoisted in Hong Kong)on which banks in HongKong are generally open for normal banking business“CAES”ContemporaryAmperexElectricShipTechnologyLimited(寧德時代電船科技有限公司),acompanyestablished on November 26,2022 in the PRC,and one ofour subsidi
164、aries“CAGR”compound annual growth rateDEFINITIONS 16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTED“CATH”Contemporary Amperex Technology Hungary KorltoltFelelo
165、ssgu Trsasg,acompanyincorporatedonFebruary 4,2022 in Hungary,and one of our MajorSubsidiaries“CATL-FD”Fuding Contemporary Amperex Technology Limited(福鼎時代新能源科技有限公司),a company established onJanuary 14,2021 in the PRC,and one of our MajorSubsidiaries“CATL-HK”ContemporaryAmperexTechnology(HongKong)Limit
166、ed,a company incorporated on April 1,2016 inHong Kong,and one of our Major Subsidiaries“CATL-JS”Jiangsu Contemporary Amperex Technology Limited(江蘇時代新能源科技有限公司),a company established onJune 30,2016 in the PRC,and one of our MajorSubsidiaries“CATL-RQ”Guangdong Ruiqing Contemporary Amperex TechnologyLim
167、ited(廣東瑞慶時代新能源科技有限公司),a companyestablished on February 8,2021 in the PRC,and one ofour Major Subsidiaries“CATL-RT”Ruiting Contemporary Amperex Technology(Shanghai)Limited(瑞庭時代(上海)新能源科技有限公司),a companyestablished on May 24,2021 in the PRC,and one of ourMajor Subsidiaries“CATL-SC”Sichuan Contemporary A
168、mperex Technology Limited(四川時代新能源科技有限公司),a company established onOctober 15,2019 in the PRC,and one of our MajorSubsidiaries“CATT”Contemporary Amperex Technology Thuringia AG,acompanyincorporatedonSeptember11,2018inGermany,and one of our Major SubsidiariesDEFINITIONS 17 THIS DOCUMENT IS IN DRAFT FOR
169、M,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTED“China”or“PRC”the Peoples Republic of China“Companies Ordinance”the Companies Ordinance(Chapter 622 of the Laws ofHong Kong),as amended,supplem
170、ented or otherwisemodified from time to time“Companies(Winding Up andMiscellaneous Provisions)Ordinance”theCompanies(WindingUpandMiscellaneousProvisions)Ordinance(Chapter 32 of the Laws of HongKong),as amended,supplemented or otherwise modifiedfrom time to time“Company”or“our Company”Contemporary Am
171、perex Technology Co.,Limited(寧德時代新能源科技股份有限公司),a joint stock companywith limited liability established on December 16,2011,the A Shares of which have been listed on the ChiNext ofthe Shenzhen Stock Exchange(stock code:300750)“Company Law”or“PRCCompany Law”the Company Law of the PRC(中華人民共和國公司法),as ame
172、nded,supplemented or otherwise modifiedfrom time to time“Compliance Advisor”ChinaSecurities(International)CorporateFinanceCompany Limited“CSDC”China Securities Depository and Clearing Co.,Ltd.(中國證券登記結算有限責任公司)“CSRC”China Securities Regulatory Commission(中國證券監督管理委員會)“Director(s)”or“our Director(s)”the
173、 director(s)of our Company“EIT”enterprise income tax“EIT Law”the Enterprise Income Tax Law of the PRC(中華人民共和國企業所得稅法),as amended,supplemented orotherwise modified from time to time“EU”European UnionDEFINITIONS 18 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION
174、 MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“EUR”euro,the lawful currency of 20 of the 27 member statesof the EU“Extreme Conditions”extremeconditionscausedbyasupertyphoonasannounced by the government of Hong KongREDACTED“GGII”Shenzhen GaoGong Industry Re
175、search&Consulting Co.Ltd.,an independent market research and consultingcompany“GGII Report”the report prepared by GGIIREDACTED“Group,”“our Group,”“CATL,”“our,”“we”or“us”our Company and all of our subsidiaries or,where thecontext so requires,in respect of the period before ourCompany became the holdi
176、ng company of its presentsubsidiaries,the businesses operated by such subsidiariesor their predecessors(as the case may be)“Guangdong Brunp”Guangdong Brunp Recycling Technology Co.,Ltd.(廣東邦普循環科技有限公司),acompanyestablishedonDecember 7,2005 in the PRC,and one of our subsidiaries“H Share(s)”ordinary shar
177、e(s)in the share capital of our Companywith a nominal value of RMB1.00 each,which are to beREDACTED for and traded in HK dollars,and forwhichanREDACTEDhasbeenmadeforREDACTED and permission to REDACTED on theStock ExchangeDEFINITIONS 19 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE
178、AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTED“Hong Kong”or“HK”the Hong Kong Special Administrative Region of thePRC“Hong Kong dollars,”“HK dollars”or“HK$”Hong Kong dollars,the lawful currency of Hong KongREDACTEDDEFINITIONS
179、 20 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTED“Hunan Brunp”Hunan Brunp Recycling Technology Co.,Ltd.(湖南邦普循環科技有限公司),a company established on January11,2008 i
180、n the PRC,and one of our Major Subsidiaries“Hunan Brunp AutomobileRecycling”Hunan Brunp Automobile Recycling Co.,Ltd.(湖南邦普汽車循環有限公司),a company established on February20,2008 in the PRC,and one of our subsidiaries“IFRSs”theInternationalFinancialReportingAccountingStandards as issued by the Internation
181、al AccountingStandards Board“Independent Third Party(ies)”person(s)or company(ies)who/which,to the best of ourDirectors knowledge,information and belief,havingmade all reasonable enquiries,are not our connectedpersonsDEFINITIONS 21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND
182、THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.REDACTED“Joint Sponsors”the joint sponsors as named in“Directors,Supervisorsand Parties Involved in the REDACTED”in thisdocument“Latest Practicable Date”February 4,2025,being the latest prac
183、ticable date forthe purpose of ascertaining certain information in thisdocument prior to its publicationREDACTEDDEFINITIONS 22 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCU
184、MENT.REDACTED“Listing Guide”or“Guide forNew Listing Applicants”the Guide for New Listing Applicants as published by theStock Exchange,as amended,supplemented or otherwisemodified from time to time“Listing Rules”or“Hong KongListing Rules”the Rules Governing the Listing of Securities on TheStock Excha
185、nge of Hong Kong Limited,as amended,supplemented or otherwise modified from time to time“Main Board”thestockexchange(excludingtheoptionmarket)operated by the Stock Exchange,which is independentfrom and operated in parallel with the GEM of the StockExchange“Major Subsidiaries”the major subsidiaries o
186、f our Company listed in“Historyand Corporate Structure Our Major Subsidiaries”“MIIT”Ministry of Industry and Information Technology of thePRC(中華人民共和國工業和信息化部)“MOF”or“Ministry of Finance”Ministry of Finance of the PRC(中華人民共和國財政部)“MOFCOM”Ministry of Commerce of the PRC(中華人民共和國商務部)“NDRC”National Develop
187、ment and Reform Commission of thePRC(中華人民共和國國家發展和改革委員會)“NEA”National Energy Administration of the PRC(中華人民共和國國家能源局)“Ningbo Brunp”Ningbo Brunp Recycling Technology Co.,Ltd.(寧波邦普循環科技有限公司),acompanyestablishedonDecember 2,2019 in the PRC,and one of our MajorSubsidiaries“Nomination Committee”the nominati
188、on committee of the BoardDEFINITIONS 23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“NPC”National Peoples Congress of the PRC(中華人民共和國全國人民代表大會)REDACTED“Overseas Listin
189、g TrialMeasures”the Trial Administrative Measures of Overseas SecuritiesOffering and Listing by Domestic Companies(境內企業境外發行證券和上市管理試行辦法)released by theCSRC on February 17,2023 and took effect on March 31,2023“PBOC”Peoples Bank of China(中國人民銀行),the central bankof the PRC“PRC GAAP”generally accepted ac
190、counting principles in mainlandChinaDEFINITIONS 24 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“PRC Legal Advisors”Llinks Law Offices,the legal advisors to our Compan
191、y asto the laws of the PRC“Prismatic Super Line”or“PSL”anadvancedproprietarybatteryproductionlinedeveloped by CATL based on cutting-edge technologiesREDACTED“R&D”research and development“Regulation S”Regulation S under the U.S.Securities Act“Remuneration and AppraisalCommittee”the remuneration and a
192、ppraisal committee of the Board“RMB”or“Renminbi”Renminbi,the lawful currency of the PRC“Ruihua Investment”Ruihua Investment(Hong Kong)Company Limited,aprivate limited company incorporated in Hong Kong andwholly owned by Dr.Zeng Yuqun as of the LatestPracticable Date“Rule 144A”Rule 144A under the U.S
193、.Securities Act“SAFE”State Administration of Foreign Exchange of the PRC(中華人民共和國國家外匯管理局)“SAMR”State Administration for Market Regulation of the PRC(中華人民共和國國家市場監督管理總局)“SAT”State Administration of Taxation of the PRC(中華人民共和國國家稅務總局)“Securities and FuturesOrdinance”or“SFO”Securities and Futures Ordinanc
194、e(Chapter 571 of theLaws of Hong Kong),as amended,supplemented orotherwise modified from time to time“Securities Law”or“PRCSecurities Law”the Securities Law of the PRC(中華人民共和國證券法),as amended,supplemented or otherwise modifiedfrom time to timeDEFINITIONS 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE A
195、ND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“SFC”the Securities and Futures Commission of Hong Kong“Share(s)”ordinary share(s)of our Company with a nominal valueof RMB1.00 each,comprising A Shares and H Shares
196、“Share Incentive(s)”restricted stock(s)and/or stock option(s)granted underthe Share Incentive Plans(as the case may be)“Share Incentive Plans”the share incentive plans of our Company currently ineffect,including the 2021 Share Incentive Plan,the 2022Share Incentive Plan and the 2023 Share Incentive
197、Plan“Shareholder(s)”holder(s)of our Share(s)“Shenzhen-Hong Kong StockConnect”a securities trading and clearing links program developedby the Hong Kong Stock Exchange,Shenzhen StockExchange,REDACTEDandChinaSecuritiesDepository and Clearing Corporation Limited for mutualmarket access between Hong Kong
198、 and ShenzhenREDACTED“State Council”State Council of the PRC(中華人民共和國國務院)“Stock Exchange”or“HongKong Stock Exchange”The Stock Exchange of Hong Kong Limited,a wholly-owned subsidiary of Hong Kong Exchanges and ClearingLimited“Strategy Committee”the strategy committee of the Board“subsidiary(ies)”has t
199、he meaning ascribed to it in section 15 of theCompanies Ordinance“Supervisor(s)”member(s)of the Board of Supervisors“Takeovers Code”the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC,as amended,supplemented orotherwise modified from time to time“Track Record Period”the two year
200、s ended December 31,2022 and 2023 and thenine months ended September 30,2024DEFINITIONS 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“UABC”United Auto Battery Co.,L
201、td.(時代上汽動力電池有限公司),a company established on June 8,2017 in the PRC,and one of our Major SubsidiariesREDACTED“United States,”“USA”or“U.S.”theUnitedStatesofAmerica,itsterritories,itspossessions and all areas subject to its jurisdiction“U.S.dollars,”“US$”or“USD”United States dollars,the lawful currency
202、of the UnitedStates“U.S.Securities Act”the United States Securities Act of 1933,as amended andsupplemented or otherwise modified from time to time,and the rules and regulations promulgated thereunder“VAT”value added taxREDACTED“Xiamen Ruiting”Xiamen Ruiting Investment Co.,Ltd.(廈門瑞庭投資有限公司),a limited
203、liability company established in the PRCand owned as to 55%by Dr.Zeng Yuqun and 45%byRuihua Investment as of the Latest Practicable Date“2021 Share Incentive Plan”the restricted stock and stock option incentive planapproved and adopted by Shareholders of our Companyon November 12,2021,the principal
204、terms of which areset out in“Appendix VI Statutory and GeneralInformation4.ShareIncentivePlans”tothisdocumentDEFINITIONS 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMEN
205、T.“2022 Share Incentive Plan”the restricted stock and stock option incentive planapproved and adopted by Shareholders of our Companyon September 5,2022,the principal terms of which areset out in“Appendix VI Statutory and GeneralInformation4.ShareIncentivePlans”tothisdocument“2023 Share Incentive Pla
206、n”the restricted stock incentive plan approved and adoptedby Shareholders of our Company on August 24,2023,theprincipal terms of which are set out in“Appendix VI Statutory and General Information 4.Share IncentivePlans”to this document“%”per centFor the purpose of this document,references to“provinc
207、es”of China include provinces,municipalities under direct administration of the central government and provincial-levelautonomous regions.In this document the terms“associate(s),”“close associate(s),”“connected person(s),”“core connected person(s),”“connected transaction(s),”and“substantial sharehol
208、der(s)”shallhave the meanings given to such terms in the Listing Rules,unless the context otherwiserequires.For ease of reference,the names of PRC laws and regulations,governmental authorities,institutions,nature persons or other entities(including certain of our subsidiaries)have beenincluded in th
209、is document in both the Chinese and English languages and in the event of anyinconsistency,the Chinese versions shall prevail.English translations of company names andother terms from the Chinese language are provided for identification purposes only.DEFINITIONS 28 THIS DOCUMENT IS IN DRAFT FORM,INC
210、OMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.In this document,unless the context otherwise requires,explanations anddefinitions of certain terms used in this document in connection with our Group andou
211、r business shall have the meanings set out below.The terms and their meanings maynot correspond to standard industry meanings or usage of these terms.“AB battery system”a single battery system that combines two different typesof battery cells“battery electric vehicle”or“BEV”a type of vehicle propell
212、ed solely by battery-poweredelectricmotors,withoutusinginternalcombustionengines“behind-the-meter”energystorage or“BTM”energystoragea type of energy storage system installed on the load sideof the grid“BMS”Battery Management System“C”or“C-rate”charge and discharge rate,an indicator for battery charg
213、eand discharge speed.A 1C rating means a battery can becharged or discharged completely in one hour at its ratedcapacity;a 4C rating means a battery can be charged ordischarged completely in 15 minutes at its rated capacity“cascade utilization”the reuse(which may or may not involve additionallimited
214、 processing)of retired rechargeable batteries inanother application“cell”battery cell“condensed battery”a type of lithium-ion battery with electrolyte containingcondensed matter“CTC”cell-to-chassis,a technology that integrates battery cellsdirectly into the vehicle chassis without modules norpacks“C
215、TP”cell-to-pack,a technology that integrates battery cellsdirectly into the battery pack without modules“CV”commercial vehiclesGLOSSARY 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER
216、OF THIS DOCUMENT.“DPPB”defective parts per billion,a quality control measurementin manufacturing“DPPM”defectivepartspermillion,aqualitycontrolmeasurement in manufacturing“E-Bus”buses fully or partially propelled by battery-poweredelectric motors“E-LCV”light commercial vehicles,including vans and lig
217、ht-dutytrucks,fully or partially propelled by battery-powerelectric motors“E-Truck”medium-andheavy-dutytrucksfullyorpartiallypropelled by battery-powered electric motors“electric vehicle”or“EV”vehicles powered fully or partially by battery,comprisingof BEV and PHEV“energy density”the amount of energ
218、y that can be stored within a givenvolume or given mass“ESS”energy storage system“ESS battery”a battery used for energy storage system“EV battery”abatteryusedinEVandotherhybridvehicles,machinery,vessel,aircraftandothermobilityapplications“front-of-the-meter”energystorage system or“FTM”energy storage
219、 systema type of energy storage system installed on the utility orgrid side“GW”Gigawatt,a unit for measuring power,1 GW=1 billionwatts“GWh”Gigawatt-hours,a unit of electric energy,1 GWh=1billion Wh“kW”kilowatt,a unit for measuring power,1 kW=1,000 watts“kWh”kilowatt-hours,a unit of electric energy,1
220、 kWh=1,000WhGLOSSARY 30 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“L2”and“L3”two of the five levels of driving automation,classified bySAE International“LFP battery
221、”a lithium-ion battery that uses lithium iron phosphate(LiFePO4)as the cathode material“life cycle”the number of times(or cycles)a battery can charge anddischarge until its retirement“lighthouse factory”WorldEconomicForum-recognizedfactories,showcasing best practices in the application of FourthIndu
222、strial Revolution(4IR or Industry 4.0)technologiesand representing the highest level of global intelligentmanufacturing and digitalization“lithium-ion battery”rechargeablebatteriesthatutilizelithiumionsasconductive ions that move between the anode andcathode,and charge and discharge through the mutu
223、alconversion of chemical energy and electrical energy“M3P battery”alithium-ionbatterythatincorporatesphosphate,manganese or other metals in its cathode materials“microgrid”alocalpowergenerationanddistributionsystemintegrating distributed energy sources,storage devices,energy conversion equipment,loa
224、ds,and monitoring andprotection devices,etc.,which is able to operate on andoff grid“MWh”Megawatt-hours,a unit of electric energy,1 MWh=1million Wh“NCM”nickel-cobalt-manganese ternary materials,which can beused as cathode materials for ternary batteries.Givendifferent ratios of nickel,cobalt and man
225、ganese,it can beclassified into NCM523,NCM622,NCM811,etc.“Net Zero Tracker”a global database and analytical tool that monitors netzero commitments from countries,regions,cities,andmajor companies“NEV”new energy vehicles,including EV,hydrogen and othernew type of fuel cell vehiclesGLOSSARY 31 THIS DO
226、CUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.“PHEV”plug-in hybrid electric vehicles(including REV)“PV”passenger vehicles“REV”extended-range electric vehicles“sodium-ion batte
227、ry”batteries that utilize sodium ions as conductive ions thatmove between the anode and cathode,and charge anddischarge through the mutual conversion of chemicalenergy and electrical energy“solid-state battery”a type of rechargeable lithium-ion batteries that usesolid-state electrolyte“ternary batte
228、ry”a type of batteries that integrates a cathode composed ofthree metallic elements,such as nickel,cobalt andmanganese“TWh”Terawatt-hours,a unit of electric energy,1 TWh=1 billionkWh“W”watt,a unit for measuring power“Wh/kg”Watt hour per kilogramGLOSSARY 32 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE A
229、ND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.We have included in this document forward-looking statements.Statements thatare not historical facts,including statements about our intentions,beliefs,expectationsor
230、 predictions for the future,are forward-looking statements.This document contains certain forward-looking statements and information relating to usand our subsidiaries that are based on the beliefs of our management as well as assumptionsmade by and information currently available to our management.
231、When used in this document,the words“aim,”“anticipate,”“believe,”“could,”“estimate,”“expect,”“going forward,”“intend,”“may,”“might,”“ought to,”“plan,”“potential,”“predict,”“project,”“seek,”“should,”“will,”“would”and the negative of these words and other similar expressions,asthey relate to us or our
232、 management,are intended to identify forward-looking statements.Suchstatements reflect the current views of our management with respect to future events,operations,liquidity and capital resources,some of which may not materialize or may change.These statements are subject to certain risks,uncertaint
233、ies and assumptions,including theother risk factors as described in this document.You are strongly cautioned that reliance on anyforward-looking statements involves known and unknown risks and uncertainties.The risksand uncertainties facing us which could affect the accuracy of forward-looking state
234、mentsinclude,but are not limited to,the following:our mission,goals and strategies;our future business development,financial conditions and results of operations;future developments,trends and conditions in the industries and markets in whichwe operate or into which we intend to expand;our expectati
235、ons regarding demand for and market acceptance of our products andservices;our expectations regarding our relationships with customers,business partners,suppliers and other partners;changes in the macro environment,regional and global economy,as well as industrytrends related to our operations;our a
236、bility to adequately protect our reputation and brand image,as well as ourintellectual property rights;our ability to obtain adequate capital resources to fund future development plans;our ability to control costs,as well as to achieve and maintain operational efficiency;FORWARD-LOOKING STATEMENTS 3
237、3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.our ability to attract and retain qualified personnel;competitive position in the industries and markets in which we ope
238、rate or into whichwe intend to expand;our proposed REDACTED;rapid developments in technology and our ability to successfully keep up withtechnological advancement;changes in currency exchange rates;relevant government policies and regulations relating to industries which we operatein;certain stateme
239、nts in this document with respect to trends in prices,operations,margins,overall market trends,and risk management;volatilities in interest rates,equity prices,volumes,operations,margins,riskmanagement and overall market trends;various uncertainties described in the“Risk Factors;”andother statements
240、 in this document that are not historical facts.Subject to the requirements of applicable laws,rules and regulations,we do not have anyand undertake no obligation to update or otherwise revise the forward-looking statements inthis document,whether as a result of new information,future events or othe
241、rwise.In light ofthe aforementioned and other risks,uncertainties and assumptions,the forward-looking eventsand circumstances discussed in this document might not occur in the way we expect or at all.Accordingly,the forward-looking statements are not a guarantee of future performance and youshould n
242、ot place undue reliance on any forward-looking information.Moreover,the inclusionof forward-looking statements should not be regarded as representations by us that our plansand objectives will be achieved or realized.All forward-looking statements in this documentare qualified by reference to the ca
243、utionary statements in this section.In this document,statements of or references to our intentions or those of the Directorsare made as of the date of this document.Any such information may change in light of futuredevelopments.FORWARD-LOOKING STATEMENTS 34 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE
244、AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.You should carefully consider all of the information in this document,includingthe following risk factors before making any REDACTED decision in relation to theH Sh
245、ares.Our business,financial condition or results of operations could be materiallyand adversely affected by any of these risks.The REDACTED of the H Shares couldfall significantly due to any of these risks,and you may lose all or part of yourREDACTED.The information given is subject to the cautionar
246、y statements in thesection headed“Forward-Looking Statements.”We believe that there are certain risks involved in our operations,many of which arebeyond our control.Additional risks and uncertainties that are presently not known to us or notexpressed or implied below or that we currently deem immate
247、rial could also harm our business,financial condition and operating results.You should consider our business and prospects inlight of the challenges we face,including the ones discussed in this section.RISKS RELATING TO OUR INDUSTRY AND BUSINESSThe demand in the end markets of our industry is consta
248、ntly changing.If we are unableto respond effectively to these changes,our business,results of operations and financialcondition will be materially and adversely affected.We operate globally.Our business primarily focuses on the R&D,manufacturing andsales of EV batteries and ESS batteries.EV batterie
249、s are primarily used in EV,including PV and CV,and the electrification ofother emerging areas.The demand for electrification in these applications may fluctuate dueto various factors,including but not limited to the macroeconomic environment,end-userpreferences,cost efficiency,electrification techno
250、logy and completeness of the infrastructure.These factors may affect the demand for EV batteries,which may have a material adverseeffect on our business,results of operations and financial condition.ESS batteries are widely adopted in both FTM and BTM applications.The demand forESS batteries in thes
251、e applications is affected by various factors,including but not limited toglobal power demand,global penetration rate of renewable energy sources such as wind andsolar,demand for grid stability,technological improvement in relevant areas(such as safetyand life cycle),as well as cost efficiency.These
252、 factors will affect the demand for ESSbatteries,which may have a material adverse effect on our business,results of operations andfinancial condition.RISK FACTORS 35 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION
253、HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.If we fail to maintain technology leadership in the battery industry,our operating resultsmay be adversely affected.Since inception,we have consistently made significant investments in R&D,and achievedtechnology leadership in battery materials,battery sys
254、tems,battery recycling and other relatedareas.Through these efforts,we have established industry-leading technological R&Dcapabilities.The battery and new energy industries are at a stage of rapid development and technologyinnovation continues to emerge.We cannot guarantee that we will be able to ti
255、mely adapt ourR&D focus to technological and industry trends,successfully launch and commercialize newproducts,or complete our R&D goals within the anticipated time and budget.Meanwhile,industry players are investing in the R&D of innovative technologies.If our competitorsdevelop new technologies th
256、at we fail to keep up with,these technologies may provide themwith performance or price advantage over us,potentially undermining our technologyleadership and competitive advantages.If any of these events occurs,our business,results ofoperations and financial condition could be materially and advers
257、ely affected.We face risks of changing new energy industry policies.To address global climate change challenges,countries and regions worldwide areincreasinglyemphasizinggreenandlow-carbon,andsustainabledevelopment,andimplementing supportive policies for green and low-carbon development and energy t
258、ransition.In mainland China,under the national carbon neutrality target,the government haspromulgated,revised and updated policies to promote the development of non-fossil energysources,comprehensively drive green energy transition,encourage the development of NEVand energy storage markets and guide
259、 high-quality development of lithium-ion batteryindustry.These policies,among other factors,drive the development and growth in the EVbattery and ESS battery industries,and uncertainties and changes in level of support of suchpolicies may affect our operations.Outside of mainland China,many countrie
260、s and regions have implemented policies tosupport the development of new energy industry and boost market demands,but there mightbe additional requirements or restrictions on such supportive policies.Changes in thesepolicies or our failure to meet such conditions could adversely affect our operation
261、al results.RISK FACTORS 36 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Our business faces competition.We face competition in the global EV battery and ESS battery mar
262、ket.Our existing andpotential competitors may seek to increase their market share through measures such asinvesting in R&D,increasing production capacity and aggressively conducting sales andmarketing activities.Our competitors may also attempt to attract customers or increase salesvolume by reducin
263、g price.Competitive pressures may adversely affect the demand and pricingof our products,which in turn affect our growth and market share.If we fail to competeeffectively,we may not be able to maintain or expand our market share,which may adverselyaffect our business,results of operations and financ
264、ial condition.We may face risks if there are quality issues with our products.Batteries carry energy and are crucial to the performance and safety of EV and ESS;hence,product quality is of significant importance.We are always highly committed to productquality and safety,considering them vital to ou
265、r operation.We have established rigorousquality management and risk control systems across the entire product life cycle,includingproduct design,procurement,production,sales,usage and maintenance.We did not experienceany major product quality or safety issues during the Track Record Period.However,g
266、iven thatproduct quality control involves complex processes and may be difficult to manage,and ourproducts have long life cycle,we cannot guarantee that there are no and will not be any qualityissues with our products.Any quality issues with our battery products could compromise our product performa
267、nce,lose customers and/or orders,and reduce our profitability.In severe cases,we may need torecall our products or take other measures.In addition,third parties who have suffered lossesmay bring claims or legal proceedings against us.Any of these events could have an adverseimpact on our brand and r
268、eputation.Certain product liability claims may arise from defectivepartsandcomponentsthatwehaveprocuredfromsuppliers.Whilewemayseekindemnification from suppliers for these low quality materials or defective components,suchefforts may be costly,time-consuming and ultimately futile.These suppliers may
269、 not be ableto fully compensate us or at all,for the losses we suffer as a result of these defects and productliability claims.RISK FACTORS 37 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE CO
270、VER OF THIS DOCUMENT.If we are unable to retain our existing customers or attract new customers,our business,financial condition and results of operations could be materially and adversely affected.Our EV battery customers primarily consist of domestic and international automotiveOEMs.Our ESS batter
271、y customers and partners mainly comprise ESS integrators,projectdevelopers,and operators.As our product quality and manufacturing capability are widely recognized globally,wehave established long-term strategic cooperations with many customers.However,our futuresuccess depends significantly on our a
272、bility to maintain and enhance such customerrelationship.If we are unable to retain existing customers or attract new customers in the futuredue to our products failing to meet customer requirements or market demand,or various otherfactors,our business,financial condition and results of operations w
273、ill be adversely affected.We face uncertainties and risks in overseas manufacturing and operations.Beyond China,we have established a manufacturing base in Thuringia,Germany,and weare preparing and advancing our plant in Hungary,our JV factory with Stellantis N.V.in Spain,and our battery value chain
274、 projects in Indonesia.We may continue to build overseasmanufacturing bases for batteries and related materials in the future.For details,see“Business Production Manufacturing Bases.”The construction and operations in relation to theseoverseas manufacturing bases are subject to various risks and unc
275、ertainties,including but notlimited to:political and economic instabilities,including changes in government policies orregulations affecting foreign investments,economic fluctuations and currencyvolatility,geopolitical tensions or conflicts impacting business operations;lack of familiarity with loca
276、l laws,regulatory requirements and industry standards;potential differences in environmental,construction and other standards betweenoverseas and mainland China;lack of familiarity with local operating and market conditions;operational constraints imposed by local labor union systems and potentially
277、 morestringent labor protection regulations;risk of legal proceedings in foreign jurisdictions;potential failure to achieve the expected returns from investing in manufacturingbases;potential difficulties in managing relationships with foreign customers;RISK FACTORS 38 THIS DOCUMENT IS IN DRAFT FORM
278、,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.difficulties in enforcing agreements and collecting overdue receivables under locallegal systems;difficulties and costs of staffing and managing oversea
279、s operations;challenges due to differences in social environment,culture and languages;difficulties in managing relationships with local communities and potential disputeswith them;andother obstacles and risks related to overseas manufacturing and operations.As a global company,our success depends,i
280、n part,on our ability to manage these risks.The above-mentioned risks vary from country to country and are difficult to predict.We maynot be able to develop and implement initiatives that address these risks effectively in eachregion in which we conduct business,and there can be no assurance that ri
281、sks we may face aswe expand our overseas manufacturing and operations will not adversely affect our reputation,business,results of operations,financial condition and the REDACTED from theREDACTED.Price fluctuation and inadequate supply of materials and equipment for our productioncould adversely aff
282、ect our business,financial condition and results of operations.The materials for battery manufacturing mainly include cathode,anode,separator andelectrolyte,which are significantly affected by the price of raw materials such as lithium,nickel,cobalt,and chemicals.The supply and prices of these mater
283、ials may fluctuatedepending on a number of factors beyond our control,including but not limited to theavailability of upstream mining resources,market supply and demand,potential speculativeactivities,market disruptions and natural disasters.Historically,we experienced significantprice fluctuations
284、of certain raw materials for our production.For example,during the TrackRecord Period,the price of lithium carbonate increased sharply and then declined significantly,resulting in relatively substantial fluctuations in our costs.In addition,we also use othermaterials in our production,including elec
285、tronic parts and structural parts of batteries.Pricesand supply of these parts are also affected by factors such as supply and demand,andtechnological advances.The above-mentioned price fluctuations and changes in supply ofmaterials and parts required for manufacturing may affect our procurement cos
286、ts andproduction activities.We also purchase various equipment used in our production.To ensure the quality of ourproducts,we purchase from reputable suppliers to ensure a secure,cost-efficient and timelysupply of critical equipment.If our suppliers fail to meet our requirements,our business andresu
287、lts of operations may be affected.RISK FACTORS 39 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Our success depends on our ability to protect our intellectual property
288、rights.Intellectualproperty infringement by and disputes with third parties may adversely affect ourbusiness,financial condition and results of operations.We regard our patents,know-how,proprietary technologies,trademarks,copyrights,domain names and other intellectual properties as critical to our b
289、usiness development andoperations,and we rely on both intellectual property laws and contractual arrangements,andtake a series of measures to protect our intellectual properties.Despite these measures,any ofourintellectualpropertyrightscouldbechallenged,invalidated,circumventedormisappropriated,or s
290、uch intellectual property may not be sufficient to provide us withcompetitive advantages as we expected.In addition,there can be no assurance that our patentapplications will be approved,that any issued patents will adequately protect our intellectualproperty,or that such patents will not be challen
291、ged by third parties or found by a judicialauthority to be invalid or unenforceable.Furthermore,we may not have sufficient intellectualproperty rights in all countries and regions due to lack of comprehensive intellectual propertylaws in certain regions,and our ability to protect our intellectual pr
292、operty rights differs byjurisdiction.We may be a party to claims and litigation as a result of infringement by third parties ofour intellectual property rights.Even when we sue the parties for such infringement,suchlawsuits may have adverse consequences for our business.Any of such lawsuits may beti
293、me-consuming and costly to resolve and may divert our managements time and attentionfrom our business.It could also result in a court or governmental agency invalidating,narrowing the scope of,or rendering our patents or other intellectual property rights involvedin such lawsuits unenforceable which
294、 may significantly harm our business.Our products mayinfringe issued patents of third parties.If any of our products infringes a valid and enforceablepatent,we may be prevented from selling,or choose to cease the sales of related products.Additionally,we may face liabilities to our customers,busines
295、s partners or third parties forindemnification or other remedies in the event that they are sued for infringement in connectionwith their use of our products.We carefully select suppliers and adopt relevant management policies.However,there canbe no assurance that such measures will be sufficient to
296、 prevent suppliers from providingproducts with potential intellectual property issues,nor can we guarantee that we will be ableto recover all damages or compensation from suppliers in respect of claims by third partiesagainst us for such products or intellectual property infringement.If any of these
297、 events occur,our reputation could be damaged,and our business,financial condition and results ofoperations may be adversely affected.Our brand may be counterfeited and imitated.While we take measures to protect ourbrand,we cannot assure that such counterfeiting or imitation will not occur in the fu
298、ture or,ifit does occur,that we will be able to identify or address the problem effectively or in a timelymanner.Any occurrence of counterfeiting or imitation of our products or other infringement ofour brand could adversely affect our reputation and brand.RISK FACTORS 40 THIS DOCUMENT IS IN DRAFT F
299、ORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Although we enter into employment agreements with confidentiality,non-competecovenants and intellectual property ownership clauses,we cannot assure t
300、hat these agreementswill not be breached,that we will have adequate remedies for any breach in time or at all,orthat our proprietary technology,know-how or other intellectual property will not otherwisebecomeknowntothirdparties.Similarly,ifwerecruitemployeeswhobreachedconfidentiality,and/or non-comp
301、ete covenants with their prior employers,we may becomesubject to claims that such employees have improperly used or disclosed trade secrets or otherproprietary information in violation of their confidentiality,and/or non-compete covenants ina way that unduly benefits us.We face potential challenges
302、and risks managing the expansion into new products and newbusinesses.We continuously expand our products and business,including but not limited tobroadening our products applications and exploring integrated innovative solutions along thebattery value chain.The expansion of these products and busine
303、sses exposes us to a numberof risks and challenges,including but not limited to:failure of our new products or new businesses to be accepted by our customers orto meet our expected targets;insufficient experience or expertise in expansion into certain new products or newbusinesses,which may prevent
304、us from effectively competing in these areas;failure to achieve expected investment returns from our new businesses;failure to make accurate analysis or judgment regarding market conditions of ournew businesses;increasing difficulty in managing the day-to-day operations of our businesses;inability t
305、o hire additional qualified personnel or to hire and retain personnel oncommercially reasonable terms;failure to enhance our risk management capabilities,internal control capabilities andinformation technology systems in a timely manner to support the expansion of newproducts and businesses;RISK FAC
306、TORS 41 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.potential failure to obtain regulatory approvals for our new products or newbusinesses,or failure to timely respon
307、d to changes in legal or regulatoryrequirements;andimitation or replication of our new products and businesses by competitors.Furthermore,we may encounter other risks and difficulties when expanding our newbusinesses through acquisitions and other forms.For details,see“Our investments andacquisition
308、s may not realize the expected benefits.”Our business may be adversely affected if we fail to obtain government approvals orlicenses for carrying out our operations and construction.We are required to obtain certain licenses,permits(such as investment permits),registrations,certificates,approvals an
309、d filings for our global business operations as well as fornew projects and project expansion.In addition,various completion inspections andacceptances may be required before we commence production at new manufacturing bases.We must meet various specific conditions in order for the government author
310、ities to issueor renew any such license,permit,registration,certificate,approval and filing,or completenecessary inspection and acceptance.We cannot guarantee that we will be able to timely adaptto new rules and regulations that may come into effect from time to time,which may affect ourbusiness ope
311、rations,or that we will not encounter material delays or difficulties in fulfilling thenecessary conditions to obtain and/or renew all necessary licenses,permits,registrations,certificates,approvals and filings for our operations in a timely manner,or at all,in the future.Therefore,in the event that
312、 we fail to obtain or renew,or encounter significant delays inobtaining or renewing,the necessary government approvals for any of our operations,we willnot be able to continue with our relevant business development plans or production activities,and our business,financial condition and results of op
313、erations may be adversely affected.We face potential operational and safety risks in our production.We face various potential operational and safety risks in our production,including but notlimited to:(i)social and labor unrest,environmental incidents or public health emergencies,(ii)natural disaste
314、rs(such as fires,floods,earthquakes,typhoons and other disasters),(iii)disruption of utility supplies such as water,electricity,gas and telecom,(iv)productionaccidents or interruptions due to operational errors,equipment breakdowns or impropermanagement,or(v)risks that may occur during the process o
315、f mining and refining of mineralresources.Such risks may result in damages to,or destruction of,manufacturing facilities,personal injury or death,environmental damages,economic loss and legal liabilities.Theoccurrence of any of these events could result in the interruption of our operations and caus
316、eus to suffer substantial losses or incur significant liabilities.RISK FACTORS 42 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Any interruption to our operations may r
317、esult in our inability to design and manufactureproducts as required by our customers and our inability to fulfill customers orders in a timelymanner or at all.This may result in financial loss and damages to our reputation,which willadversely affect our business,results of operations,and financial
318、condition.Our investments and acquisitions may not realize the expected benefits.We have made certain investments and acquisitions along the battery value chain.Suchinvestments and acquisitions may involve certain risks and uncertainties,including but notlimited to failure to achieve expected busine
319、ss objectives(such as expanding business,securing supply and acquiring technologies),unanticipated costs,inadequate return oninvestment and issues not discovered during the due diligence,which may adversely affect ourbusiness,results of operations and financial condition.In addition,we may expand in
320、to new businesses through investments or acquisitions.Upon completion of such investment or acquisition,we may devote resources to support itsbusiness development or conduct business integration.These activities involve certain risksand uncertainties,and therefore there can be no assurance that we w
321、ill be able to realize theexpected benefits.We rely on third parties to provide logistics and warehousing services for our business.Ifthese third parties fail to provide reliable and timely services,our business,financialcondition and results of operations may be adversely affected.We face complex e
322、nvironments in relation to logistics and warehousing,and therefore weengage competent suppliers to provide related services.The operations of these suppliers maybe affected by various factors such as improper management,equipment breakdowns,commercial disputes,labor shortages or strikes and natural
323、disasters.If any of these suppliersfails to provide reliable and timely services,or the price of such services increasessignificantly,the supply of our products may be interrupted or our logistics or warehousingcosts may increase.In addition,we may not be able to identify suitable alternative suppli
324、ers,which could adversely affect our business,financial condition and results of operations.Our insurance coverage may not be sufficient to cover all losses,which may increase ourcosts of operation.Our current insurances include,among others,property insurance,product liabilityinsurance,environmenta
325、l pollution liability insurance and cargo transportation insurance.Wedo not,however,carry insurance in respect of certain situations that we believe are notinsurable under industry norm,or which are not on commercially acceptable terms,if at all,such as those caused by war,tsunami,various environmen
326、tal pollution,acts of terrorism,laborstrikes and civil unrest.Accordingly,there can be no assurance that our insurance coverage issufficient to prevent us from any loss or that we will be able to successfully claim our lossesunder our current insurance policies on a timely basis,or at all.Any damage
327、s to our properties,such as fixed assets and inventories,that are not covered by insurance may result in substantialRISK FACTORS 43 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS
328、 DOCUMENT.losses for us.Nevertheless,we would remain obliged for any bank borrowings or otherfinancial obligations related to these damaged properties.If we incur any loss that is notcovered by our insurance policies,or the compensated amount is significantly less than ouractual loss,our business,fi
329、nancial condition and results of operations could be adverselyaffected.RISKS RELATING TO FINANCIAL,ACCOUNTING AND TAX MATTERSWe may need additional capital,but we may not be able to obtain financing on favorableterms or at all.We primarily relied on cash flow generated from operating activities and
330、financingactivities to fund our business operations during the Track Record Period.We believe thatconsidering our current cash and cash equivalents,anticipated cash flow from operatingactivities and estimated REDACTED from the REDACTED,we have sufficient funds tomeet our anticipated cash needs for t
331、he next 12 months.We may,however,require additionalcash resources due to changed business conditions or other future developments,including anylaunch of new products and services,exploration of new businesses,expansion into newcountries and regions,various R&D activities and marketing initiatives or
332、 investments we maydecide to pursue.If we fail to obtain sufficient cash flow from operating activities,we mayneed to obtain additional equity or debt financing.If such financing is not available to us onsatisfactory terms or in a timely manner,our ability to operate and expand our business or tores
333、pond to competition could be adversely affected.Moreover,if we raise additional capital byissuing shares or securities convertible into equity securities,the ownership of our existingShareholders may be diluted.In addition,our indebtedness may subject us to relevantcovenants that restrict our operations and our ability to effectuate certain corporate decisionsfor our business and will require inte
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