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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of thisApplication Proof,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any losshowsoever arising from or in relian
2、ce upon the whole or any part of the contents of this Application Proof.Application Proof ofSeyond Holdings Ltd.(the“Successor Company”)(incorporated in the Cayman Islands with limited liability)with respect to the De-SPAC transaction ofTechStar Acquisition Corporation(“TechStar”)(incorporated in th
3、e Cayman Islands with limited liability)(Stock Code:7855)(Warrant Code:4855)WARNINGThe publication of this Application Proof with respect to the de-SPAC transaction of TechStar(the“De-SPAC Transaction”)is required byThe Stock Exchange of Hong Kong Limited(the“Stock Exchange”)and the Securities and F
4、utures Commission(the“Commission”)solelyfor the purpose of providing information to the public in Hong Kong.This Application Proof is in draft form.The information contained in it is incomplete and is subject to change which can be material.TheApplication Proof and the De-SPAC Transaction contemplat
5、ed thereunder have not been approved or reviewed by the Stock Exchangeand the Commission and may be updated or revised by the Successor Company and TechStar from time to time and the De-SPACTransaction as disclosed in the Application Proof may or may not materialize.Investors shall not rely on the c
6、ontents of the ApplicationProof until it has been finalized.By viewing this document,you acknowledge,accept and agree with the Successor Company,TechStar,thejoint sponsors,overall coordinator or advisors that:(a)this document is only for the purpose of providing information about the Successor Compa
7、ny and the De-SPAC Transaction asdisclosed in the Application Proof to the public in Hong Kong and not for any other purposes.No investment decision should be basedon the information contained in this document;(b)the publication of this document or supplemental,revised or replacement pages on the St
8、ock Exchanges website does not give riseto any obligation of the Successor Company,TechStar,the joint sponsors,overall coordinator or advisors to proceed with the De-SPACTransaction.There is no assurance that the Successor Company and TechStar will proceed with the De-SPAC Transaction;(c)the content
9、s of this document or supplemental,revised or replacement pages may or may not be replicated in full or in part in the actualfinal listing document;(d)the Application Proof is not the final listing document and may be updated or revised by the Successor Company and TechStar fromtime to time in accor
10、dance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and theCode on Takeovers and Mergers issued by the Commission;(e)this document does not constitute a prospectus,offering circular,notice,circular,brochure or advertisement offering to sell anysecuriti
11、es to the public in any jurisdiction,nor is it an invitation to the public to make offers to subscribe for or purchase any securities,nor is it calculated to invite offers by the public to subscribe for or purchase any securities;(f)this document must not be regarded as an inducement to subscribe fo
12、r or purchase any securities,and no such inducement is intended;(g)neither the Successor Company nor TechStar,nor any of their affiliates,the joint sponsors,overall coordinator or advisors is offering,or is soliciting offers to buy,any securities in any jurisdiction through the publication of this d
13、ocument;(h)no application for the securities mentioned in this document should be made by any person nor would such application be accepted;(i)neither the Successor Company nor TechStar has and will register the securities referred to in this document under the United StatesSecurities Act of 1933,as
14、 amended,or any state securities laws of the United States;(j)as there may be legal restrictions on the distribution of this document or dissemination of any information contained in this document,you agree to inform yourself about and observe any such restrictions applicable to you;and(k)the applic
15、ation to which this document relates has not been approved,and the Stock Exchange and the Commission may accept,returnor reject the application for the listing of the Successor Company by way of the De-SPAC Transaction.THIS APPLICATION PROOF IS NOT FOR PUBLICATION OR DISTRIBUTION TO PERSONS IN THE U
16、NITED STATES.ANYSECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.SECURITIES ACT OF1933,AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR PURSUANTTO AN AVAILABLE EXEMPTION THEREFROM.NO PUBLIC OFFERING OF THE SECURITIES WILL BE M
17、ADE IN THE UNITEDSTATES.NEITHER THIS APPLICATION PROOF NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTES AN OFFER TO SELL OR ASOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTIONS WHERESUCH OFFER OR SALE IS NOT PERMITTED.THIS APPLICATION PROOF IS NOT BEING
18、MADE AVAILABLE IN,AND MAY NOTBE DISTRIBUTED OR SENT TO ANY JURISDICTION WHERE SUCH DISTRIBUTION OR DELIVERY IS NOT PERMITTED.No offer or invitation will be made to the public in Hong Kong.If you are in any doubt about this circular or as to the action to be taken,you should consult your licensed sec
19、urities dealer or other registered dealer in securities,bank manager,solicitor,professional accountant or other professional adviser.If you have sold or transferred all your Class A shares in TechStar Acquisition Corporation(“TechStar”),you should at once hand this circular with the enclosedform of
20、proxy to the purchaser or transferee or to the bank,licensed securities dealer or other agent through whom the sale or transfer was effected for transmissionto the purchaser or the transferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited and Hong Kong Securitie
21、s Clearing Company Limited take noresponsibility for the contents of this circular,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of the contents of this circular.T
22、his circular is not for publication or distribution,directly or indirectly,in or into the United States of America.This circular is not an offer of securities for saleinto the United States.The securities referred to herein have not been and will not be registered under the U.S.Securities Act of 193
23、3,as amended,and may not beoffered or sold in the United States,except pursuant to an applicable exemption from registration.No public offering of securities is being made in the United States.This circular is for information purposes only and is being provided to you solely for the purposes of cons
24、idering the resolutions to be voted upon at the EGM ofTechStar to be held on date,2025 at time a.m./p.m.This circular also constitutes the listing document of Seyond Holdings Ltd.,which is the Successor Companyon completion of the De-SPAC Transaction.This circular does not constitute an invitation o
25、r offer to acquire,purchase or subscribe for the securities of TechStaror the Successor Company.TechStar Acquisition Corporation(Incorporated in the Cayman Islands with limited liability)(Stock Code:7855)(Warrant Code:4855)(1)DE-SPAC TRANSACTION COMPRISING(A)THE BUSINESS COMBINATION AGREEMENT(B)REVE
26、RSE TAKEOVER INVOLVING A NEW LISTINGAPPLICATION BY SEYOND HOLDINGS LTD.(THE“SUCCESSOR COMPANY”)(C)THE PIPE INVESTMENTS(2)MERGER PROPOSAL(3)PROPOSED ADOPTION OF NEW MEMORANDUM ANDARTICLES OF ASSOCIATION BY TECHSTAR(4)WITHDRAWAL OF LISTING OF TECHSTAR CLASS A SHARESAND TECHSTAR LISTED WARRANTSAND(5)NO
27、TICE OF EXTRAORDINARY GENERAL MEETINGThe Successor CompanyJoint Sponsors to the deemed new listing application ofthe Successor CompanyJoint Sponsor to the deemed newlisting application of the SuccessorCompany and Overall CoordinatorA letter from the TechStar Board is set out on pages 77 to 129 of th
28、is circular.An important notice and the actions to be taken by the TechStar Shareholders are setout on pages 130 to 143 of this circular.The notice convening the EGM to be held at address on day,date,2025 at time a.m./p.m.is set out on pages EGM-1 to EGM-4 of this circular.The formsof proxy for use
29、at the EGM are also enclosed with this circular and published on the websites of the Stock Exchange at www.hkexnews.hk and TechStar atwww.TechS.Whether or not you intend to attend the EGM,if you are a registered TechStar Shareholder,you are requested to complete and sign theenclosed forms of proxy i
30、n accordance with the instructions printed thereon and return it to TechStars Hong Kong Share Registrar,Tricor Investor Services Limited,at 17/F,Far East Finance Centre,16 Harcourt Road,Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holdingthe EGM
31、(i.e.not later than time a.m./p.m.on day,date,2025)or any adjournment thereof(as the case may be).Completion and return of the forms of proxywill not preclude you from attending and voting in person at the EGM if you so wish.If you are a beneficial owner whose TechStar Class A Shares are deposited i
32、n CCASS and registered under the name of HKSCC Nominees Limited,you should,unlessyou are admitted to participate in CCASS as a HKSCC participant,contact your broker,custodian,nominee or other relevant person who is,or has in turn depositedsuch TechStar Class A Shares with,other HKSCC participant reg
33、arding voting instructions to be given to such persons.If the De-SPAC Transaction is not approved by TechStar Class A Shareholders at the EGM or completed for any reason,(i)TechStar will not redeem any TechStarClass A Shares and all Share Redemption requests will be canceled;and(ii)subject to the de
34、adlines under the Listing Rules,the listings of the TechStar Class AShares and TechStar Listed Warrants on the Stock Exchange will be maintained;however,TechStar may not have sufficient time to identify another de-SPAC targetand negotiate a de-SPAC transaction before it is required to wind up as pro
35、vided for in the Listing Rules.Therefore,TechStar Class A Shareholders are stronglyrecommended to vote FOR the resolutions to be proposed at the EGM,EVEN IF you intend to elect to redeem some or all of your TechStar Class A Shares.THIS CIRCULAR IS IMPORTANTAND REQUIRES YOUR IMMEDIATE ATTENTION,2025T
36、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.The following expected timetable is indicative only and is subject to change.If necessary,further announcement in relation
37、to any revised timetable will be published as and whenappropriate.EventExpected time and date(1)Dispatch of this circular.day,2025Election periods for TechStar Shareholders to redeemall or part of their TechStar Class A Shares commence.day,2025Last registration date for determining the entitlementof
38、 TechStar Class A Shareholders to attend and voteat the EGM.day,2025Latest time for lodging transfers of TechStar Sharesfor determining the entitlement to attend and voteat the EGM.4:30 p.m.on day,2025Closure of register of members of TechStar fordetermining the entitlement to attend and voteat the
39、EGM.from day,2025to day,2025(both days inclusive)Determination of the Redemption Price andannouncement of the Redemption Price to bepublished on the Stock Exchanges website.day,2025Latest time for lodging forms of proxy forthe EGM.a.m./p.m.onday,2025Record date for determining the entitlementto atte
40、nd and vote at the EGM.day,2025Election period for TechStar Shareholders toredeem all or part of their TechStar ClassA Shares(2)ends.a.m./p.m.onday,2025EGM.a.m./p.m.onday,2025EXPECTED TIMETABLE i THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN
41、CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Announcement of(i)the results of the EGM and(ii)amount of redemption of the RedeemingTechStar Shares.day,2025If approvals sought at the EGM are obtained:Announcement of the date of the Closing andwithdrawal of the listing of t
42、he TechStar ClassA Shares and TechStar Listed Warrants onthe Stock Exchange published on the StockExchanges website.day,2025Last day of dealings in TechStar Class A Shares(3)(6).day,2025Expected latest time for trading of TechStar ClassA Shares on the Stock Exchange(4).4:10 p.m.onday,2025Latest time
43、 for lodging transfers of TechStar ClassA Shares(5)(6)(7).4:30 p.m.onday,2025Closure of register of members of TechStar fordetermining the entitlements of TechStar ClassA Shareholders to the right to receive SuccessorCompany Shares(including the Bonus Shares)(6)(7).from day,2025 onwardsRecord date f
44、or determining the entitlements ofTechStar Class A Shareholders to the right toreceive Successor Company Shares(includingthe Bonus Shares)(6)(7).day,2025Dispatch of certificates for the Successor CompanyShares and Successor Company ListedWarrants on or before(6)(8).day,2025Effective Time of the Merg
45、er(9).9:00 a.m.onday,2025Issue of the Successor Company Shares and SuccessorCompany Warrants on or before and Closing occurs.9:00 a.m.onday,2025EXPECTED TIMETABLE ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION H
46、EADED“WARNING”ON THE COVER OF THIS DOCUMENT.Withdrawal of the listing of the TechStar Class A Sharesand TechStar Listed Warrants on the Stock Exchange.9:00 a.m.onday,2025Listing of the Successor Company Shares andSuccessor Company Listed Warrants on theStock Exchange.9:00 a.m.onday,2025Payment of th
47、e Redemption Price by the Trusteeto the Redeeming TechStar Shareholders onor before(10).day,2025Notes:(1)References to time and dates in this circular are to Hong Kong time and dates.(2)A Share Redemption election will not be accepted unless the duly completed and executed Share RedemptionElection F
48、orm is accompanied by the delivery of the share certificate(s)representing the relevant number ofTechStar Class A Shares to the TechStars Hong Kong Share Registrar by the end of the Share RedemptionElection Period.If the De-SPAC Transaction is not approved or completed for any reason,TechStar will n
49、otredeem any TechStar Class A Shares and all Share Redemption requests will be canceled.In this case,TechStarwill(i)make an announcement on the Stock Exchange of the expected date of return of the share certificatesdelivered by Redeeming TechStar Shareholder(s)and(ii)arrange for the TechStars Hong K
50、ong ShareRegistrar to promptly return any share certificate(s)delivered by Redeeming TechStar Shareholder(s).See“Important Notice to TechStar Shareholders and Actions to be Taken B.TechStar Redemption Right 3.Procedure to elect for Share Redemption”for details on the procedure to elect for Share Red
51、emption.(3)Last day for(i)TechStar Class A Shareholders who are Beneficial Owners holding TechStar Class A Sharesthrough CCASS who wish to sell their TechStar Class A Shares on market to do so and(ii)investors who wishto purchase TechStar Class A Shares on market through CCASS to hold TechStar Class
52、 A Shares immediatelyprior to the Effective Time(and be entitled to receive at the Effective Time 1.10 newly issued SuccessorCompany Share for every TechStar Class A Share held)to do so.(4)Dealings in TechStar Listed Warrants will continue until the withdrawal of listing of the TechStar ListedWarran
53、ts on the Stock Exchange.Therefore,a trade of TechStar Listed Warrants which is crossed on marketon the day before Closing will be settled on a T+2 basis with Successor Company Listed Warrants on the dayafter Closing.(5)Latest time to lodge transfer documents with the TechStars Hong Kong Share Regis
54、trar for the transfer ofTechStar Class A Shares held in the name of a Registered Shareholder for the transferee to become a RegisteredShareholder of TechStar Class A Shares immediately prior to the Effective Time(who will be entitled toreceive immediately following the Effective Time 1.10 newly issu
55、ed Successor Company Share for everyTechStar Class A Share held).(6)See“Letter from TechStar Board I.Effect of the De-SPAC Transaction on Shareholdings in TechStar and theSuccessor Company”for details of the cancelation of TechStar Class A Shares in exchange for the right toreceive Successor Company
56、 Shares and the cancelation of TechStar Listed Warrants in exchange for the rightto receive Successor Company Listed Warrants.(7)The last registration date,the book closure period and the record date for TechStar Class A Shares have beenset for the purpose of the Bonus Share Issue of Successor Compa
57、ny Shares at 0.10 Successor Company Sharefor every 1 TechStar Class A Share held immediately prior to the Effective Time.Shareholders who holdTechStar Class A Shares as at the record date are entitled to receive the Bonus Shares immediately followingthe Effective Time(being the payment date of the B
58、onus Share Issue)in addition to 1 Successor CompanyEXPECTED TIMETABLE 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.Share for every 1 TechStar Class A Share held im
59、mediately prior to the Effective Time.Accordingly,immediately following the Effective Time,the Relevant TechStar Class A Shareholders will receive 1.10 newlyissued Successor Company Share for every TechStar Class A Share held immediately prior to the EffectiveTime.(8)The certificates for the Success
60、or Company Shares and the Successor Company Listed Warrants are expectedto be dispatched on or before,2025 but will only become valid immediately after the Effective Time ofthe Merger,which is expected to be 9:00 a.m.on,2025.Investors who trade the Successor Company Sharesor the Successor Company Li
61、sted Warrants prior to the certificates for the Successor Company Shares and/orthe Successor Company Listed Warrants becoming valid do so entirely at their own risk.For the avoidance of doubt,all share certificates representing TechStar Class A Shares and warrant certificatesrepresenting TechStar Li
62、sted Warrants will cease to have effect as evidence of title as from the Effective Time.TechStar Shareholders and TechStar Warrantholders are not required to surrender or return their sharecertificates or warrant certificates for TechStar Class A Shares or TechStar Listed Warrants in order to receiv
63、eshare certificates for Successor Company Shares or warrant certificates for Successor Company ListedWarrants.(9)The Effective Time will be on the same date as the Closing Date and the date of listing of the SuccessorCompany Shares and the Successor Company Listed Warrants on the Stock Exchange.Clos
64、ing will occurimmediately upon the completion of the transactions contemplated to take place immediately after theEffective Time.See“Letter from TechStar Board F.The Business Combination Agreement 1.Principalterms of the Business Combination Agreement”for further details.(10)See“Important Notice to
65、TechStar Shareholders and Actions to be Taken B.TechStar Redemption Right 4.Payment of Redemption Price”for details on the payment of the Redemption Price.Shareholders should note that the dates and times specified in the above timetableare subject to change.Further announcement(s)will be made in th
66、e event that there is anychange to the above timetable.Shareholders should refer to“Important Notice to TechStar Shareholders andActions to be Taken”,which sets out details of the actions to be taken and the proceduresin relation to voting at the EGM and in relation to the exercise of the Share Rede
67、mptionRight and the Appraisal Right.EXPECTED TIMETABLE iv 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.PageEXPECTED TIMETABLE.iCONTENTS.vSUMMARY.1DEFINITIONS.38GLOSSAR
68、Y OF TECHNICAL TERMS.58FORWARD-LOOKING STATEMENTS.60WAIVERS AND EXEMPTION.62CORPORATE INFORMATION OF THE SUCCESSOR COMPANY.71DIRECTORS AND PARTIES INVOLVED IN THE DE-SPAC TRANSACTION.74LETTER FROM TECHSTAR BOARD.77IMPORTANT NOTICE TO TECHSTAR SHAREHOLDERS AND ACTIONSTO BE TAKEN.130RISK FACTORS.144HI
69、STORY,DEVELOPMENT AND CORPORATE STRUCTURE OF THETARGET GROUP.197BUSINESS OF THE TARGET GROUP.237FINANCIAL INFORMATION OF THE TARGET GROUP.309INDUSTRY OVERVIEW OF THE TARGET GROUP.349REGULATIONS APPLICABLE TO THE TARGET GROUPS BUSINESSAND OPERATIONS.363RELATIONSHIP WITH THE SINGLE LARGEST GROUP OFSHA
70、REHOLDERS OF THE SUCCESSOR COMPANY.379SHARE CAPITAL.384CONTENTS 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 COVER OF THIS DOCUMENT.SUBSTANTIAL SHAREHOLDERS FOLLOWING THE DE-SPACTRANSACTIO
71、N.390DIRECTORS AND SENIOR MANAGEMENT OF THESUCCESSOR COMPANY.392FUTURE PLANS AND USE OF PROCEEDS.405APPENDIX IACCOUNTANTS REPORT OF THETARGET GROUP.I-1APPENDIX IAREPORT ON REVIEW OF CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS.IA-1APPENDIX IIFINANCIAL INFORMATION OF TECHSTAR.II-1APPENDIX IIIUNAUDITED
72、PRO FORMA FINANCIALINFORMATION OF THE SUCCESSOR GROUP.III-1APPENDIX IVTAXATION AND FOREIGN EXCHANGE.IV-1APPENDIX VSUMMARY OF THE CONSTITUTION OF THESUCCESSOR COMPANY AND CAYMAN ISLANDSCOMPANY LAW.V-1APPENDIX VISUMMARY OF THE PRIVATE COMPANYMEMORANDUM AND ARTICLES OF TECHSTAR.VI-1APPENDIX VIISTATUTOR
73、Y AND GENERAL INFORMATION.VII-1APPENDIX VIIISUMMARY OF THE TERMS OF THE SUCCESSORCOMPANY LISTED WARRANTS.VIII-1APPENDIX IXDOCUMENTS ON DISPLAY.IX-1NOTICE OF EXTRAORDINARY GENERAL MEETING.EGM-1CONTENTS vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE
74、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 thiscircular.As it is a summary,it does not contain all the information that may beimportant to you.You should read the whole circular before ma
75、king a decision as tohow you would cast your votes at the EGM in relation to the De-SPAC Transaction andthe appropriate course of action for yourself.There are risks associated with the De-SPAC Transaction and in any investmentin the securities of the Successor Company.Some of the particular risks a
76、re set out inthe section headed“Risk Factors”.You should read that section carefully beforemaking a decision on the De-SPAC Transaction.In this section,“we”,“us”or“our”refer to the Target Company and itssubsidiaries.OVERVIEW OF THE DE-SPAC TRANSACTIONOn December 20,2024,TechStar entered into(1)the B
77、usiness Combination Agreementwith Seyond Holdings Ltd.(being the Target Company)and the Merger Sub(being awholly-owned subsidiary of the Target Company)in relation to the Merger,(2)the PIPEInvestment Agreements with the Target Company and the PIPE Investors in relation to the PIPEInvestments,(3)the
78、Promoters Lock-up Agreement with the Target Company and thePromoters,(4)the Target Company Shareholder Lock-up Agreement with the Target Companyand the members of the single largest group of shareholders of the Target Company,and(5)anAmendment to the TechStar Listed Warrants.The De-SPAC Transaction
79、will result in the business combination of TechStar with theTarget Group and the listing of the Target Company as the Successor Company on the StockExchange.Parties to the De-SPAC TransactionTechStarTechStar is a special purpose acquisition company incorporated for the purpose ofeffecting a business
80、 combination with one or more businesses,with efforts concentrated oncompanies in new economy sectors in China,including but not limited to innovativetechnology,advanced manufacturing,healthcare,life sciences,culture and entertainment,consumer and e-commerce,green energy and climate actions industri
81、es that align with thenational economic trends and industrial policies.TechStar completed an offering comprising100,100,000 TechStar Class A Shares at an offer price of HK$10.00 per TechStar Class A Shareand 50,050,000 TechStar Listed Warrants on December 23,2022.SUMMARY 1 THIS DOCUMENT IS IN DRAFT
82、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.The Target GroupThe Target Group is a global leader in the design,development,and production ofautomotive-grade LiDAR solutions.The Target Group off
83、ers LiDAR solutions for advanceddriver assistance system,automated driving system,and other automotive and non-automotiveapplication scenarios.The Target Group ranked first globally in terms of sales revenue ofADAS LiDAR solutions in 2023,according to CIC.The Target Group is the worlds firstprovider
84、ofautomotive-gradehigh-performanceLiDARsolutionstoachievevolumeproduction,according to CIC.Merger SubMerger Sub is a newly incorporated Cayman Islands exempted company and awholly-owned subsidiary of the Target Company.Merger Sub was incorporated solely for thepurpose of effecting the Merger and has
85、 not carried on any activities other than those inconnection with the Merger.The Business Combination AgreementPursuant to the terms of the Business Combination Agreement,the De-SPAC Transactionwill be effected through the Merger of TechStar and Merger Sub,following which the separateexistence of Me
86、rger Sub will cease and TechStar will continue as the surviving entity andbecome a directly wholly-owned subsidiary of the Successor Company.Therefore,in effect,thestructure of the De-SPAC Transaction and the Merger will result in the Target Companyacquiring TechStar,which will become a wholly-owned
87、 subsidiary of the Successor Company.UponClosing,(i)TechStarShareholders(otherthantheRedeemingTechStarShareholdersand,ifapplicable,theDissentingTechStarShareholders)willbecomeshareholders of the Successor Company,together with the PIPE Investors,investors of thePermitted Equity Financing(if any),and
88、 the existing shareholders of the Target Company,(ii)TechStar Warrantholders will become warrantholders of the Successor Company,(iii)TechStars listing status will be withdrawn,and(iv)the Target Company will become theSuccessor Company,and the Successor Company Shares and the Successor Company Liste
89、dWarrants will be listed on the Stock Exchange.The negotiated value of the Target Company in the De-SPAC Transaction(the“Negotiated Value”)is HK$11.7 billion.The Negotiated Value represents the fair value of theTarget Company and was determined through arms length negotiations with the PIPE Investor
90、s(who have undertaken independent due diligence on the Target Company)with reference to:(i)most recent round of pre-listing investment,(ii)business development and performance,and(iii)business prospects of the Target Group.At the Effective Time,the Target Company and Target Company Shareholders will
91、restructure Target Companys share capital by effectuating the conversion of Target CompanyPreferred Shares and the Capitalization Issue,such that immediately after the conversion ofTarget Company Preferred Shares and the Capitalization Issue,the issued and outstandingshare capital of the Target Comp
92、any will consist of such number of Target Company OrdinaryShares equal to the quotient obtained by dividing the Negotiated Value by HK$10.00.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”O
93、N THE COVER OF THIS DOCUMENT.The consideration which the TechStar Shareholders will receive at the Effective Timepursuant to the De-SPAC Transaction is as follows:(i)TechStar Class B Conversion.Immediately prior to the Merger Effective Time,eachof TechStar Class B Shares that is issued and outstandi
94、ng immediately prior to theMerger Effective Time and held by the Promoters shall automatically be convertedinto one TechStar Class A Share in accordance with the terms of the TechStarArticles(such automatic conversion,the“TechStar Class B Conversion”)and eachsuch TechStar Class B Share shall no long
95、er be issued and outstanding and shall becancelled and cease to exist.(ii)TechStar Ordinary Shares.At the Merger Effective Time,(1)each TechStar Class AShare issued and outstanding immediately prior to the Merger Effective Time(otherthan any TechStar Class A Shares issued or issuable upon the TechSt
96、ar Class BConversion,Redeeming TechStar Shares and Dissenting TechStar Shares)willautomatically be cancelled and cease to exist in exchange for the right to receive1.10 newly issued Successor Company Shares,and(2)each TechStar Class A Shareissued or issuable upon the TechStar Class B Conversion,will
97、 automatically becancelled and cease to exist in exchange for the right to receive one newly issuedSuccessor Company Share.No fraction of a Successor Company Share will beissued,and each TechStar Shareholder that would otherwise be so entitled to afraction of a Successor Company Share(after aggregat
98、ing all fractional SuccessorCompany Shares that otherwise would be received by such TechStar Shareholder)will instead be entitled to receive such number of Successor Company Shares towhich such TechStar Shareholder would otherwise be entitled,rounded down to thenearest whole Successor Company Share.
99、(iii)Exchange of TechStar Listed Warrants.Each TechStar Listed Warrant issued andoutstanding immediately prior to the Merger Effective Time will automatically becancelled and cease to exist in exchange for the right to receive one SuccessorCompany Listed Warrant.Each Successor Company Listed Warrant
100、 will have and besubject to substantially the same terms and conditions as were applicable to suchTechStar Listed Warrant immediately prior to the Merger Effective Time(includingany repurchase rights and cashless exercise provisions)in accordance with theprovisions of the Successor Company Listed Wa
101、rrant Instrument.All rights withrespect to TechStar Shares underlying the TechStar Listed Warrants assumed by theSuccessor Company will be converted into rights with respect to the SuccessorCompany Shares.SUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMAT
102、ION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.(iv)Exchange of TechStar Promoter Warrants.Each TechStar Promoter Warrant issuedand outstanding immediately prior to the Merger Effective Time will automaticallybe cancelled and cease to exist in exchange fo
103、r the right to receive one SuccessorCompany Promoter Warrant.Each Successor Company Promoter Warrant will haveand be subject to substantially the same terms and conditions as were applicable tosuch TechStar Promoter Warrant immediately prior to the Merger Effective Time(including any repurchase righ
104、ts and cashless exercise provisions)in accordancewith the provisions of the Successor Company Promoter Warrant Agreement.Allrights with respect to TechStar Shares underlying the TechStar Promoter Warrantsassumed by the Successor Company will be converted into rights with respect to theSuccessor Comp
105、any Shares.(v)RedeemingTechStarShares.EachRedeemingTechStarShareissuedandoutstanding immediately prior to the Merger Effective Time will automatically becancelled and cease to exist and will represent only the right of the holder thereofto be paid a pro rata share of the TechStar Shareholder Redempt
106、ion Amount inaccordance with the TechStar Articles.(vi)Dissenting TechStar Shares.Each Dissenting TechStar Share issued and outstandingimmediately prior to the Merger Effective Time held by a Dissenting TechStarShareholder will automatically be cancelled and cease to exist and will representonly the
107、 right of such Dissenting TechStar Shareholder to be paid the fair value ofsuch Dissenting TechStar Share and such other rights pursuant to Section 238 of theCayman Companies Act.The entitlement of the Relevant TechStar Class A Shareholders to receive the BonusShares,being the additional one-tenth(0
108、.1)of a newly issued Successor Company Sharefor each TechStar Class A Share held by them is intended to disincentivize the TechStarShareholders from exercising their Redemption Right and Appraisal Right in connectionwith the De-SPAC Transaction and to become shareholders of the Successor Companyupon
109、 completion of the De-SPAC Transaction.The number of Bonus Shares to be issued wasdetermined through commercial negotiations among the parties to the Business CombinationAgreement with reference to the estimated Redemption Price.Further details of the terms of the Business Combination Agreement are
110、set out in“Letterfrom TechStar Board F.The Business Combination Agreement”.PIPE Investments and Permitted Equity FinancingOn December 20,2024,TechStar and the Target Company have entered into the PIPEInvestment Agreements with the PIPE Investors.These PIPE Investors are HuangshanConstruction Investm
111、ent Capital,Wealth Strategy and Zhuhai Hengqin Huagai.Pursuant to the PIPE Investment Agreements,the PIPE Investors have conditionallyagreed to subscribe for,and the Target Company(in its capacity as the Successor Company)has conditionally agreed to issue to the PIPE Investors,the PIPE Investment Sh
112、ares at the priceof HK$10.00 per PIPE Investment Share.The PIPE Investors will subscribe for the PIPEInvestment Shares contemporaneously with the closing of the Merger,at such time and in suchmanner as shall be determined by TechStar and the Target Company.The gross proceeds fromthe PIPE Investments
113、 pursuant to the PIPE Investment Agreements will be approximatelyHK$551.3 million.SUMMARY 4 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.Further details of the terms o
114、f the PIPE Investments are set out in“Letter from TechStarBoard G.PIPE Investments”.From the date of the Business Combination Agreement until the Effective Time,TechStarand the Target Company may(1)enter into one or more permitted equity subscriptionagreements in substantially the same form as the P
115、IPE Investment Agreements with one ormore Professional Investors,and/or(2)execute a placing agreement with one or more placingagents for placement of Successor Company Shares,in each case at the price of HK$10.00 pershare,for an aggregate subscription amount of up to HK$500,000,000 that would consti
116、tute aPermitted Equity Financing.The Permitted Equity Financing,if any,will be subject to approvalby the TechStar Shareholders at the EGM,together with the De-SPAC Transaction as oneresolution.Details of any Permitted Equity Financing,if any,will be announced by TechStar.Structure of the De-SPAC Tra
117、nsactionSee“Letter from TechStar Board I.Effect of the De-SPAC Transaction onShareholdings in TechStar and the Successor Company 6.Corporate Structure”in thiscircular for details of the corporate structure chart of the Target Group,TechStar and theSuccessor Group immediately prior to and after the D
118、e-SPAC Transaction.Reasons for,and Benefits of,the De-SPAC TransactionAs stated in TechStars offering circular dated December 19,2022,TechStar hasidentified the following general criteria and guidelines that it believes are important inevaluating a target company for the purpose of effecting a busin
119、ess combination with TechStar:(i)alignment with economic trends and national industrial policies;(ii)favorable long-termgrowth prospects;(iii)large consumer or business market with differentiated products andservices;(iv)distinct competitive advantages or under-tapped growth opportunities that teami
120、s uniquely positioned to identify;(v)strong and visionary management team that can createsignificant value for the De-SPAC Target;(vi)an ethical,professional and responsiblemanagement in pursuit of ESG values;(vii)high-quality with competitive edges in a neweconomy sector in China with a differentia
121、ted value proposition and product or servicebarriers;and(viii)benefit from being a public company.Having evaluated a number of potential target companies,TechStar considers that theTarget Company satisfies the above criteria and that it would be in the interests of TechStar toenter into the De-SPAC
122、Transaction with the Target Company for the following reasons:(i)enormous market and huge growth potentials for automotive-grade LiDAR solutions;(ii)industry-leading achievements in product commercialization;(iii)optimized and flexibletechnology architecture;(iv)market pioneer with superior performa
123、nce;(v)strong and growingcustomer base for automotive-grade LiDAR solutions;(vi)volume production capabilities;(vii)strong supply chain management on quality and cost control;and(viii)visionaryleadership and robust R&D capabilities.See“Business of the Target Group Our Competitive Strengths”in this c
124、ircular fordetails.The Target Company recorded losses during the Track Record Period for certainreasons.Notwithstanding the foregoing,the Target Company had achieved a steady growth inrevenue and sales volume during the Track Record Period and it has shown a clear path toprofitability.See“Business o
125、f the Target Group”section in this circular for details.SUMMARY 5 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.Based on the above and having taken into account the ter
126、ms of the Business CombinationAgreement,the Bonus Share Issue,the PIPE Investments and other arrangements as set outbelow,the TechStar Directors(including the TechStar independent non-executive Directors)consider that the terms of the De-SPAC Transaction are fair and reasonable and in the interestso
127、f the TechStar Shareholders as a whole.SHARE REDEMPTIONSPrior to the EGM to approve the De-SPAC Transaction,TechStar will provide TechStarClass A Shareholders with the opportunity to elect to redeem all or part of their holdings ofTechStar Class A Shares for an amount per TechStar Class A Share equa
128、l to the RedemptionPrice,to be paid out of the monies held in the Escrow Account.The Redemption Price,payablein cash,will be equal to the aggregate amount then on deposit in the Escrow Account calculatedas of two Business Days prior to the EGM(including the gross proceeds received from theissuance o
129、f TechStar Class A Shares and interest earned on the funds held in the EscrowAccount),divided by the number of the then issued and outstanding TechStar Class A Shares.The Redemption Price will in any case be no less than HK$10.00 per TechStar Class A Share,being the price at which the TechStar Class
130、 A Shares were issued in TechStars initial offering.The Redemption Price is expected to be determined on two Business Days prior to the EGM.TechStar will publish an announcement on the Share Redemption Price as soon as practicableafter it has been determined.There is no limit on the number of TechSt
131、ar Class A Shares which an TechStar Class AShareholder(alone or together with their close associates)may redeem.TechStar Class AShareholders may elect to redeem their TechStar Class A Shares irrespective of whether theyvote for or against the De-SPAC Transaction at the EGM.The Share Redemption Elect
132、ion Period starts on the date of the notice of the EGM andends on the date and time of commencement of the EGM.The Share Redemption and paymentof the Share Redemption Price to the Redeeming TechStar Shareholders will be completed aspromptly as reasonably practicable following the Closing in accordan
133、ce with the BusinessCombination Agreement but in any event within five business days following the Closing.If the De-SPAC Transaction is not approved or completed for any reason,TechStar willnot redeem any TechStar Class A Shares and all Share Redemption requests will be canceled.In this case,TechSt
134、ar will arrange for the Hong Kong Share Registrar to promptly return anyshare certificate(s)delivered by Redeeming TechStar Shareholder(s).Details of the electionprocedures for the Share Redemption are set out in“Important Notice to TechStar Shareholdersand Actions to be Taken B.TechStar Redemption
135、Right”in this circular.Redeeming TechStar Shareholders who exercise their Share Redemption Right will not beable to exercise their Appraisal Right in respect of the TechStar Class A Shares for which theShare Redemption Right has been exercised.SUMMARY 6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND
136、SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.TechStar Warrantholders have no redemption rights with respect to their warrants.EachTechStar Warrant will be exchanged for one Successor Company Warrant upon Closing,w
137、hichwill be exercisable on a cashless basis for one Successor Company Share per SuccessorCompany Warrant at the warrant exercise price of HK$11.5.See“Letter from TechStar Board N.Share Redemption”and“Important Notice toTechStar Shareholders and Actions to be Taken B.TechStar Redemption Right”in this
138、circular for details of the Share Redemption Right.APPRAISAL RIGHT OF DISSENTING TECHSTAR SHAREHOLDERSSection 238 of the Cayman Companies Act provides for the Appraisal Right of theDissenting TechStar Shareholders to be paid the fair value of their Dissenting TechStar Shares,subject to limitations u
139、nder Section 239 of the Cayman Companies Act.TechStar Shareholdershave the Appraisal Right in connection with the De-SPAC Transaction under the CaymanCompanies Act.TechStar Shareholders who wish to exercise their Appraisal Right must followthe statutory procedures prescribed in the Cayman Companies
140、Act”.The TechStar Board will determine the fair value of the TechStar Shares with referenceto the assets and liabilities position of TechStar and the Redemption Price.If the DissentingTechStar Shareholders do not agree with the fair value determined by the TechStar Board andfile a petition with the
141、Cayman court for a determination of the fair value of the DissentingTechStar Shares,the Cayman court will determine the fair value of the Dissenting TechStarShares as at the date of the EGM at which the Merger is approved.TechStar Shareholders may exercise their Appraisal Right irrespective of wheth
142、er theyvote for or against the De-SPAC Transaction at the EGM.Further details of the procedures forexercising the Appraisal Right and the determination of the fair value of the TechStar Sharesare set out in“Important Notice to TechStar Shareholders and Actions to be Taken D.Appraisal Right of Dissen
143、ting TechStar Shareholders”in this circular.Dissenting TechStar Shareholders who validly exercise their Appraisal Right will losetheir Share Redemption Right.See“Letter from TechStar Board O.Appraisal Right of Dissenting TechStarShareholders”and“Important Notice to TechStar Shareholders and Actions
144、to be Taken D.Appraisal Right of Dissenting TechStar Shareholders”in this circular for details of theAppraisal Right.TechStar Shareholders who wish to exercise their Appraisal Right should seektheir own advice on the application and procedure to be followed in respect of the appraisalrights under th
145、e Cayman Companies Act.SUMMARY 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.IMPLICATIONS OF THE DE-SPAC TRANSACTION UNDER THE LISTING RULESAND DEEMED NEW LISTING APP
146、LICATIONTechStar is required to comply with applicable Listing Rules regarding reverse takeoverswith respect to the De-SPAC Transaction.Under Rule 14.54 of the Listing Rules,the SuccessorCompany will be treated as if it were a new listing applicant.The Target Group is required tomeet the requirement
147、s under Rules 8.04 and 8.05 of the Listing Rules and the Successor Groupis required to meet all the new listing requirements set out in Chapter 8 of the Listing Rules(except Rule 8.05 of the Listing Rules).The Successor Company is required to submit a newlisting application to the Stock Exchange for
148、 the listing of,and permission to deal in,theSuccessor Company Shares and the Successor Company Listed Warrants in accordance withthe requirements for new listing applicants as set out in Chapter 9 of the Listing Rules.The new listing application is subject to approval by the Listing Committee,which
149、 mayor may not grant its approval.If such approval is not granted,the Business CombinationAgreement will not become unconditional and the De-SPAC Transaction will not proceed.The Successor Company is applying to the Stock Exchange for the listing of,andpermission to deal in,the Successor Company Sha
150、res and the Successor Company ListedWarrants on the Main Board of the Stock Exchange on the basis that it satisfies Rule 8.05(3)of the Listing Rules with reference to(i)the Target Groups expected revenue for the yearended December 31,2024,which exceeds HK$500 million and(ii)the negotiated value of t
151、heTarget Company in the De-SPAC Transaction of HK$11.7 billion.TechStar will make an application to the Stock Exchange for the withdrawal of listing ofthe TechStar Class A Shares(which will be subject to approval by TechStar Class AShareholders)and the TechStar Listed Warrants.Upon the Closing,the l
152、isting statuses of theTechStar Class A Shares and the TechStar Listed Warrants will be withdrawn,and theSuccessor Company Shares and the Successor Company Listed Warrants will become listed onthe Main Board of the Stock Exchange.The De-SPAC Transaction is conditional upon,and the terms of the Busine
153、ssCombination Agreement,the PIPE Investments Agreements,the Merger,the withdrawal of thelisting of TechStar Class A Shares and TechStar Listed Warrants and the adoption of theTechStar Private Company Memorandum and Articles,are subject to approval by the TechStarShareholders at the EGM and complianc
154、e with applicable Listing Rule requirements(includingthe requirement for the Successor Company to have a minimum number of 100 ProfessionalInvestors at the time of listing),unless a waiver from strict compliance with any of theserequirements is granted by the Stock Exchange.WAIVER FROM APPLICATION O
155、F RULE 26.1 OF THE TAKEOVERS CODEFollowing the Merger and the withdrawal of listing of the TechStar Class A Shares andthe TechStar Listed Warrants,TechStar will become a private unlisted company and awholly-owned subsidiary of the Successor Company.Under Rule 26.1 of the Takeovers Code,the De-SPAC T
156、ransaction would trigger a technical mandatory general offer obligations unlessa waiver is granted.The Target Company has applied for,and the SFC has granted a waiverfrom the application of Rule 26.1 of the Takeovers Code in relation to the De-SPACTransaction.SUMMARY 8 THIS DOCUMENT IS IN DRAFT FORM
157、,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.OVERVIEW OF THE TARGET GROUPS BUSINESS AND OPERATIONSWe are a global leader in the design,development,and production of automotive-gradeLiDAR solutions.
158、In 2023,we delivered a total of over 147,000 units of automotive-gradeLiDAR,ranking the first globally in terms of sales revenue of ADAS LiDAR solutions in 2023,according to CIC.We believe that automotive-grade LiDARs featuring high image-graderesolution and long-detection range are essential for ac
159、hieving mission-critical objectives andfulfilling the fundamental purpose of any LiDAR solutionenhancing safety and improvinguser experience.NIO,a pioneer and a leading company in the premium smart electric vehiclemarket,has elected to adopt our LiDAR solutions on its nine models as of the LatestPra
160、cticable Date,which we believe is a strong testimony to the unique value proposition of oursolutions.We offer our LiDAR solutions for advanced driver assistance system(“ADAS”),automated driving system(“ADS”),and other automotive and non-automotive applicationscenarios.The superior performance of our
161、 solutions,our success and leadership incommercialization and volume production,and our strong foothold in both China and theUnited States together distinguish us from others and position us well to continuously innovateand lead as the technology vanguard of human safety.Dedicated to enhancing human
162、 safety with technology from day one and anticipating thisemerging need for automotive-grade LiDARs,Dr.Bao and Dr.Li Yimin founded the TargetCompany in 2016 and started operations in the United States.We assembled a team of expertsand scholars with deep technology,academic,and professional backgroun
163、d in electronicengineering,optics,precision instruments and autonomous driving technologies.Afterevaluating various technology architectures in the market,we have strategically selecteddifferent wavelengths for applications under different scenarios.For example,we selected theshort-wavelength infrar
164、ed laser of 1,550 nanometers(nm)for long-range detection,anddeveloped our dual-axis mirror scanning technology architecture,which we believe is theoptimal technology architecture for front-view LiDARs.We unveiled our first long-range,image-grade LiDAR solution series,Cheetah,in 2018,and later launch
165、ed the Falcon series in2020.For mid-range detection,on the other hand,we have strategically selected the 905 nmsystem in our Robin series LiDAR solutions for urban mid-range low-to-medium speedfront-and-side view application scenarios.In 2018,as our technological architecture andproduct design matur
166、ed and became ready for commercialization,we decided to enter China tocapture the emerging market opportunities,attract local talents,and build up our supply chainand manufacturing capabilities in China.Today,we have established a strong foothold in Chinaand the United States,and are building up our
167、 global team to seize the opportunities and tapinto the huge market for autonomous driving,smart transportation and other non-automotiveapplication scenarios globally.In light of their superior performance,our automotive-gradeLiDARs can be widely applied in various automotive application scenarios a
168、s a critical andessential component of ADAS and ADS,which has a large addressable market.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.The optimal technology
169、architecture and superior performance of our solutions have ledto our success in commercialization.Certain OEMs and ADAS or ADS companies,such asNIO,Deepway,Inceptio Technology and Shaanxi Heavy Duty Automobile,have selected ourLiDAR solutions for integration in a number of their models or ADAS,whic
170、h have begunvolume production and delivery.During the Track Record Period,we delivered a total of over391,000 units of automotive-grade LiDAR solutions to OEMs.In addition,as of the LatestPracticable Date,we had obtained design-wins from another six OEMs and ADAS or ADScompanies,namely Hongjing Driv
171、e,Zhito Technology,Pony AI,and another three companiesin China focusing on commercial vehicles,passenger EVs and ride-hailing and mobilityservices,respectively,which have selected our LiDAR solutions for integration into theirADAS for trucking and logistics applications and commercial vehicle applic
172、ations.We havealso entered into collaboration agreements with a number of ADAS and ADS companies,suchas Eacon,pursuant to which we would leverage our technologies,design capabilities,andindustry experience to support and assist in the potential integration of our LiDAR solutionsinto their pipeline m
173、odels or integrated ADAS for various applications such as commercialvehicles,trucking,and logistics.In addition,our LiDAR solutions have been successfullyincorporated and applied in various non-automotive application scenarios,including highway,metro and railways,and mining.We believe these collabor
174、ations further enhance our leadershipposition in the market and support our future growth.With the abovementioned partnership,webelieve we have vaulted into the next stage of commercialization of our solutions by deliveringmore value and shoring up our cooperation with our business partners.We have
175、achieved significant success in the design,development and commercializationof our products.We are one of the first few players with a commercialization track record inboth automotive and non-automotive solutions,according to CIC.Capitalizing on the powerfulsupply chain in China,we have created a su
176、pplier ecosystem,which enables and supportsvolume production of our LiDAR solutions.We have built up volume production facilities inSuzhou,Deqing and Pinghu,China,and retained effective control over key manufacturing andprocurementprocessesleveragingourestablishedsupplychain,manufacturing,andcommerc
177、ialization experiences in China.In addition to LiDAR sensor hardware,software also plays a critical role in ensuring highlevels of safety and autonomy.Our self-developed software,OmniVidi,featuring high-resolution 3D point cloud and advanced perception algorithms,provides our customers withfully int
178、egrated LiDAR solutions in combination with our LiDAR hardware.Our integratedsolution has been adopted and implemented by a number of our customers,such as a metro lineoperator,demonstrating our success in commercializing our solutions that combine hardwareand software.For details,see“Business of th
179、e Target Group Overview.”SUMMARY 10 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 Technology ArchitectureLiDARs use laser beam scanning to formulate three-dimension
180、al information on thedetection targets,such as their relative position and shape.As automobiles advance to L2+andabove ADAS and ADS levels,vehicles are responsible for an increasing number of drivingactivities,which call for detection tools that can perceive and detect objects from afar at highresol
181、utions with high accuracy,similar or even superior in performance to human eyes.Thesuperior depth accuracy of LiDARs perfectly supplements camera and radar,which isimportant for L2+autonomous driving.Moreover,LiDARs by its technical nature do notcapture personal data and license plate information,wh
182、ich make LiDARs a more suitablechoice in many scenarios where protection of data privacy is important.We believe that our differentiated technology architecture lies at the foundation of and isindispensable to the superior performance of our LiDAR solutions.Our technology architectureis designed to
183、accommodate LiDAR solutions for application in different scenarios,includinghigh-speed long-range detection of as far as 250 meters for 10%reflectivity targets,as well aslow-to medium-speed mid-range detection.We also believe that the semi-solid state scanningmechanism that we adopt is a highly matu
184、re scanning solution,providing high technicalperformance at a low cost.Based on the varying and developing market needs,we have builtin sufficient flexibility in selecting different technologies regarding vertical and horizontalscanning resolution.Our architecture also allows for sufficient technolo
185、gical extendibility.For details,see“Business of the Target Group Our Technology Architecture.”SUMMARY 11 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 SolutionsOur
186、LiDAR solutions encompass two key components:our various series of LiDARsensor hardware and our OmniVidi software,which extends the appropriate functioning of ourLiDAR sensor hardware.Our LiDAR sensor hardware products primarily include Falcon,Robin and Jaguar,which are designed for a wide range of
187、automotive and non-automotiveapplication scenarios.The following table sets forth key performance metrics of the threeseries.Falcon(Ultra-long Range LiDAR)Robin E(Long Range LiDAR)/Robin W(Wide FOV LiDAR)FK2up to 0.06x0.06ROI Resolution(HxV)1.5m500m(250m10%)Detection Range2cm(1)Distance Precision40
188、x4.8(adjustable)ROI FOV12025FOV10FPS(adjustable)Frame RateRobin E1X0.1x0.2Resolution(HxV)1m300m(200m10%)Detection Range3cm(1)Distance Precision6WPower Consumption12020FOV10FPS(adjustable)Frame RateRobin W0.15x0.36Resolution(HxV)0.1m150m(70m10%)Detection Rangeup to 1cm(1)Distance Precision7.2WPower C
189、onsumption12070FOV1020FPS(10 default)Frame RateJaguarJaguar300 linesResolution280m/400mDetection Range3cm(1)Distance Precision0.09x0.13Angular Resolution100/6540FOV-40C85COperating Temperature*Jaguar series are not used in automotive scenarios.SUMMARY 12 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND
190、 SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Falcon Series.Our Falcon series was designed for NIO Aquila super sensing system,andcan be further adjusted to fit the requirements of other OEM partners based on the
191、designof their vehicles and the ADAS and ADS functions they wish to realize.Falcon serieshave a large FOV at high angular resolutions and an adjustable high-resolution regionwithin such FOV,much in the same ways as how human eyes function.The detectionrange can reach as far as 500 meters,and can ach
192、ieve a detection range of 250 meters for10%reflectivity targets with POD over 90%.The resolution can reach up to 0.06 degrees(vertical)0.06 degrees(horizontal),which enables Falcon Prime to effectively perceivesmall-sized objects at a long distance.We have also launched Falcon AI,which iscurrently u
193、ndergoing commercialization phase.Falcon AI is an integrated ultra-long-range AI LiDAR solution.Robin Series.Robin series is our mid-range compact LiDAR solutions targeting urbanlow-to-medium speed application scenarios.We launched the Robin E mid-range LiDARsolution in early 2022 with a maximum det
194、ection range of 250 meters,and a detectionrange of 200 meters for 10%reflectivity targets.The Robin E solution has been selectedfor adoption by a Chinese passenger EV manufacturer as the main LiDAR for certainmodels,with volume production and delivery set to commence in 2025.We have alsolaunched Rob
195、in W mid-range LiDAR solution in 2023 with a maximum detection rangeof 150 meters,and a detection range of 70 meters for 10%reflectivity targets.We beganvolume production and delivery of Robin W LiDAR solutions for installation at NIOpower swap stations in July 2024.The application of our Robin W Li
196、DAR solutions atNIO power swap stations enables long-distance recognition with a high level of precision.Robin W solution has also been selected by NIO as ancillary LiDARs,complementing ourmain LiDAR Falcon to provide comprehensive coverage of the vehicles surroundings,including blind spot detection
197、.Jaguar Series.Our Jaguar series are 300-line long-range image-grade LiDAR hardwaresensors designed to collect detailed and reliable data.They can be widely used innon-automotive application scenarios such as urban road,highway,metro and railway toperceive and facilitate the management of urban and
198、highway road conditions.Wediscontinued sales of the Jaguar series starting in 2024,primarily driven by customerproduct upgrades,with demand shifting toward the Falcon and Robin series.For details,see“Business of the Target Group Our Solutions.”During the Track Record Period,we primarily derive reven
199、ues from the sale of ourLiDAR solutions.The following table sets forth a breakdown of our revenue by business line,both in absolute amounts and as percentages of total revenue for the periods indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024US$%US$%US$%US$%(US$in thous
200、ands,except for percentages)(Unaudited)Falcon series.65,03898.1118,73698.083,15898.3115,72497.7Robin series.1150.1290.02,2491.9Jaguar series.8211.27830.77830.9Others.4430.71,4741.26580.85300.4Total.66,302100.0121,108100.084,628100.0118,503100.0SUMMARY 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND
201、 SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.The following tables set forth details on the sales volumes and average selling prices ofour products for the periods indicated.Year Ended December 31,Nine MonthsEnded
202、September 30,202420222023(unit)Sales VolumeFalcon.74,029147,743164,716Robin.1754,128Jaguar.95150Year Ended December 31,Nine MonthsEndedSeptember 30,202420222023(US$/unit)Average Selling PriceFalcon.879804703Robin.656544Jaguar.8,6395,220The following table sets forth a breakdown of our revenue by geo
203、graphical region basedon the locations of the end customers,both in absolute amounts and as percentages of totalrevenue for the periods indicated.Year Ended December 31,Nine Months Ended September 30,2022202320232024US$%US$%US$%US$%(US$in thousands,except for percentages)(Unaudited)China(1).65,42498
204、.7 117,49197.082,63997.6 115,99697.9Others(2).8781.33,6173.01,9892.42,5072.1Total.66,302100.0 121,108100.084,628100.0 118,503100.0Notes:(1)Including mainland China and Hong Kong,China.(2)Other regions mainly include the United States,Germany,Japan,South Korea,Turkey,the UnitedKingdom,etc.SUMMARY 14
205、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.The following table sets forth the gross loss and gross margin of our various businesslines during the periods indicated.W
206、e incurred gross loss in 2022,2023 and the nine monthsended September 30,2023 and 2024,primarily because we commenced volume production ofour Falcon series LiDAR solutions in 2022 and were still at ramp-up stage.Year Ended December 31,Nine Months Ended September 30,2022202320232024Grossprofit/(loss)
207、GrossmarginGrossprofit/(loss)GrossmarginGrossprofit/(loss)GrossmarginGrossprofit/(loss)GrossmarginUS$%US$%US$%US$%(US$in thousands,except for percentages)(Unaudited)Falcon series.(42,036)(64.6)(42,964)(36.2)(31,685)(38.1)(18,137)(15.7)Robin series.(139)(120.9)(81)(279.3)391.7Jaguar series.51863.1424
208、54.242454.2Others.19744.532021.7588.811120.9Total/Overall.(41,321)(62.3)(42,359)(35.0)(31,284)(37.0)(17,987)(15.2)Our Sales NetworkWe have developed a sales network that integrates both distributorship and direct sales.While our primary focus is on direct sales,we also leverage the local expertise a
209、nd connectionsof our distributors to expand our customer base.We started selling to distributors in 2022.Ourdistributor network consists of five distributors covering the U.S.and the United Kingdommarkets as of September 30,2024.In 2022,2023 and the nine months ended September 30,2024,the revenue ge
210、nerated from the distributors amounted to US$0.02 million,US$0.18million and US$0.55 million,respectively,representing 0.04%,0.15%and 0.47%of our totalrevenues during the same period,respectively.For details,see“Business of the Target Group Distributorship.”SUMMARY 15 THIS DOCUMENT IS IN DRAFT FORM,
211、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 COMPETITIVE STRENGTHSWe believe the following competitive strengths contribute to our success and differentiateus from our competitors:Enormous Marke
212、t and Huge Growth Potentials for Automotive-Grade LiDARSolutions;Industry-Leading Achievements in Product Commercialization;Optimized and Flexible Technology Architecture;Market Pioneer with Superior Performance;Strong and Growing Customer Base for Automotive-Grade LiDAR Solutions;Volume Production
213、Capabilities;Strong Supply Chain Management on Quality and Cost Control;Visionary Leadership and Robust R&D Capabilities.For details,see“Business of the Target Group Our Competitive Strengths.”OUR GROWTH STRATEGIESTo achieve our mission and further solidify our leadership,we intend to pursue thefoll
214、owing strategies:Strengthen Partnerships with OEMs and ADAS or ADS Companies;Continuously Invest in Research and Development and Broaden Portfolio ofAutomotive-Grade LiDAR Solutions;Optimize Production Costs through Supply Chain and Process Efficiency;Enhance Global Presence;Expand Non-Automotive Li
215、DAR Solutions Portfolio;Invest in Software Iteration and Upgrades.For details,see“Business of the Target Group Our Growth Strategies.”SUMMARY 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
216、COVER OF THIS DOCUMENT.RISK FACTORSOur business and the De-SPAC Transaction involve certain risks,which are set out in“Risk Factors.”You should read that section in its entirety carefully before you decide to investin our Shares.Some of the major risks we face are relating to:We rely substantially o
217、n a single customer.We are an early stage company with a history of losses and net operating cashoutflow,which are expected to continue in the near future as we rapidly grow ourbusiness.Our limited operating history may make it difficult to predict our future prospectsand the risks and challenges we
218、 may encounter in the rapidly evolving LiDARsolutions market.If we are unable to overcome our limited sales history and establish and maintainconfidence in our long-term business prospects among customers in our targetmarkets,our financial condition,operating results,business prospects and access to
219、capital may suffer materially.We face vigorous competition from peers,some of which have substantially greaterresources.The proper functioning of our automotive and non-automotive LiDAR solutions isessential to our business.The complexity of our products could result in unforeseendelays or expenses
220、from undetected defects,errors or reliability issues in ourhardware or software which could reduce the market adoption of our products,damage our reputation with current or prospective customers,expose us to productliability and other claims and thereby adversely affect our operating costs.The marke
221、ts in which we compete are characterized by rapid technological changes,requiring us to continue to develop new products and product innovations,and couldadversely affect market adoption of our products.Although we believe that LiDAR is an essential technology for automotive and non-automotive custo
222、mers,market adoption of LiDARs is uncertain.We expect to incur substantial R&D costs and devote significant resources toidentifying and commercializing new generations of LiDAR solutions,which couldsignificantly reduce our profitability and may not result in the expected increase inrevenue.SUMMARY 1
223、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.Key components in our products come from limited third party suppliers,and weexpect to rely on third parties as our stra
224、tegic suppliers to manufacture a significantportion of our products for the foreseeable future.Interruptions in our relationshipswith these third parties could adversely impact our business.BUSINESS SUSTAINABILITYWe achieved sustained business growth but were loss-making during the Track RecordPerio
225、d.The following table sets forth certain financial data for the periods indicated.Year Ended December 31,Nine Months EndedSeptember 30,2022202320232024(US$in thousands)(Unaudited)Revenue.66,302121,10884,628118,503Gross loss.(41,321)(42,359)(31,284)(17,987)Loss for the year/period.(188,165)(218,970)(
226、158,332)(130,040)Adjusted net loss(non-IFRSmeasure).(142,989)(137,209)(102,018)(76,172)Gross loss margin.(62.3)%(35.0)%(37.0)%(15.2)%Adjusted net loss margin(non-IFRS measure).(215.7)%(113.3)%(120.5)%(64.3)%Our losses during the Track Record Period were primarily because of the followingreasons:Oper
227、ation in an emerging market.Continued investment in R&D and product development.Innovative product supply chain establishment.We aim to maintain sustainability and achieve profitability in the future through:(i)continuously growing revenue and expanding sales volume;(ii)actively reducing cost ofsale
228、s;and(iii)enhancing operating efficiency.With our improved profitability,we also expectour operating cash flow to improve concurrently.SUMMARY 18 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
229、 COVER OF THIS DOCUMENT.Continuously Growing Revenue and Sales VolumeWe have achieved a steady growth in revenue and sales volume during the Track RecordPeriod.We expect that our revenue and sales volume growth will be driven by the followingfactors:Favorable market trend.Improved solution and produ
230、ct offerings.Customer retention and expansion.Expand into new geographic markets.Introduce non-automotive solutions meeting the surging demand for in a widevariety of application scenarios.Reducing Cost of SalesOur cost of sales amounted to US$107.6 million,US$163.5 million and US$136.5 millionin 20
231、22,2023 and the nine months ended September 30,2024,accounting for 162.3%,135.0%and 115.2%of our revenue in the same periods,respectively.We believe we are able to reducecost of sales due to the following factors:Optimization of product design.Well-established supply chain.Realization of economies o
232、f scale.Improving Gross ProfitWe recorded gross losses of US$41.3 million,US$42.4 million,and US$18.0 million in2022,2023,and the nine months ended September 30,2024,respectively,demonstrating atrend of narrowing gross losses.Importantly,we expect to achieve positive gross profit in thefourth quarte
233、r of 2024.This milestone serves as compelling evidence of the effectiveness ofour strategies and marks a significant step toward sustainable growth and profitability.Enhancing Operational EfficiencyWe also aim to enhance operational efficiency.Our R&D expenses in absolute amountsmay increase alongsi
234、de the development of our autonomous driving technologies and theexpansion of our product portfolio in future;however,we expect that our R&D expenses(excluding share-based payments)as a percentage of revenue will gradually decline in the longterm,along with the maturity of our product mix.We expect
235、our administrative expenses in theSUMMARY 19 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.absolute amount to increase alongside our business expansion in the future,bu
236、t ouradministrative expenses(excluding share-based payments and listing expenses)as a percentageof revenue may gradually decline in the long term.We expect our selling expenses in theabsolute amount to increase alongside our business and service network expansion in thefuture.We expect our selling e
237、xpenses(excluding share-based payments)as a percentage ofrevenue to gradually decline in the long term.The Directors believe that our business model remains sustainable despite customerconcentration on NIO and product concentration on the Falcon series.Our relationship withNIO is built on mutual col
238、laboration and technological innovation,providing a stable revenuebase and demonstrating our competitiveness in the automotive industry.Such reliance on a keycustomer is consistent with industry norms for early-stage companies,which often focus onmajor customers to establish market credibility and s
239、table revenue streams before diversifying.Additionally,we have implemented robust risk mitigation measures and successfully securedmany other customers and design wins,demonstrating our commitment to reducing reliance onany single customer and strengthening our market position.For details,see“Our Cu
240、stomers Our Relationship with NIO.”Moreover,our sustained investment in R&D has strengthenedour technological capabilities,enabling us to enhance the performance and competitiveness ofour existing products while positioning us to capitalize on future market opportunities.Thesefactors collectively re
241、inforce our confidence in the sustainability of our business model.For details,see“Business of the Target Group Business Sustainability.”OUR CUSTOMERS AND SUPPLIERSOur products are sold to customers from a variety of regions around the world,mainlyincluding China,United States,Germany,Japan,South Ko
242、rea,Turkey,and the UnitedKingdom,among others.Our customers primarily comprise two categories:(i)end users,andto a lesser extent,(ii)distributors.End users include specific businesses and institutions,primarily OEMs,ADAS or ADS companies,and system integrators.For automotive LiDARsolutions,we mainta
243、in business relationships with OEMs and ADAS or ADS companies.Fornon-automotive LiDAR solutions,we sell to system integrators in industries such as smarttransportation,smart railway,industrial safety,and automation,including mines and rail transitoperators seeking to enhance safety and automate oper
244、ations.In certain cases,we also directlysell our non-automotive LiDAR solutions to end users of non-automotive applications.In 2022,2023 and the nine months ended September 30,2024,the aggregate revenues generated fromour five largest customers in each period were US$62.4 million,US$113.7 million an
245、dUS$113.5 million,representing 94.1%,93.9%and 95.8%of our revenues,respectively.In thesame periods,revenues generated from our largest customer in each period were US$58.8million,US$109.8 million and US$109.5 million,representing 88.7%,90.6%and 92.4%of ourrevenues,respectively.For details,see“Busine
246、ss of the Target Group Our Customers.”SUMMARY 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.During the Track Record Period,our suppliers mainly include third-party s
247、uppliers whichprovide various types of components that are adopted in our LiDAR sensor hardware products.We primarily work with third-party suppliers in China,and also source certain key componentssuch as TI chips from suppliers overseas including the United States.In 2022,2023,and thenine months en
248、ded September 30,2024,purchases from our five largest suppliers in eachperiod during the Track Record Period in aggregate amounted to US$111.3 million,US$98.6million and US$81.9 million,accounting for 53.1%,47.8%and 57.6%of our total purchases,respectively.In 2022,2023 and the nine months ended Sept
249、ember 30,2024,purchases from ourlargest supplier in each period during the Track Record Period amounted to US$36.2 million,US$49.3 million and US$23.0 million,accounting for 17.3%,23.9%and 16.2%of our totalpurchases,respectively.For details,see“Business of the Target Group Our Suppliers.”OUR RELATIO
250、NSHIP WITH NIONIO was our largest customer in each period during the Track Record Period.Our revenuefrom NIO was US$58.8 million,US$109.8 million and US$109.5 million in 2022,2023 and thenine months ended September 30,2024,respectively,representing 88.7%,90.6%and 92.4%ofour total revenues during the
251、 same periods,respectively.NIO,a pioneer and a leading companyin the premium smart electric vehicle market,has elected to adopt our LiDAR solutions on itsnine models as of the Latest Practicable Date.We began the volume production of our LiDARproducts for NIO since 2022.During the Track Record Perio
252、d and up to the Latest PracticableDate,we maintained a stable relationship with NIO and there was no interruption or disputein respect of our cooperation with NIO.Given our substantial revenue concentration on NIO,if NIO decides to terminate or decrease the level of its cooperation with us in the fu
253、ture,it mayresult in a material and adverse effect on our business,financial condition and results ofoperations.For details,see“Risk Factors We rely substantially on a single customer.”The following table below sets forth a breakdown of our revenue from NIO by productcategory for the periods indicat
254、ed.Year Ended December 31,Nine Months Ended September 30,2022202320232024US$%US$%US$%US$%(US$in thousands,except for percentages)(Unaudited)Sales of LiDARproducts.58,80999.9109,75099.977,51699.9109,45699.9Others(1).190.1300.1220.1400.1Total.58,828100.0109,780100.077,538100.0109,496100.0Note:(1)Other
255、s primarily include sales of components for LiDAR hardware.For details,see“Business of the Target Group Our Relationship with NIO.”SUMMARY 21 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 COV
256、ER OF THIS DOCUMENT.COMPETITIONAs of the date of this circular,automotive-grade standards have been achieved by LiDARsolutions for ADAS applications,while LiDAR solutions for ADS applications are still underdevelopment to meet automotive-grade standards.We are the worlds first provider ofautomotive-
257、grade LiDAR solutions to achieve volume production,according to CIC.We arethe first player globally to achieve 10,000 cumulative automotive-grade LiDARs deploymentsfor vehicles with standard configurations of LiDARs,which is generally considered as thethreshold for volume production,according to CIC
258、.We ranked the first globally in terms ofsales revenue of ADAS LiDAR solutions in 2023,according to CIC.As of September 30,2024,we had delivered approximately 170,000 automotive-grade LiDARs in 2024 and ranked thethird in the global automotive-grade LiDAR solutions market in terms of sales value ofa
259、utomotive-grade LiDARs.OEMs tend to have varying needs for LiDAR solutions.Currently,large-scale OEMs tendto focus more on performance of LiDAR solution and commercialization capability of LiDARsolution providers.Most of those OEMs require LiDARs to function in both low speed andhigh speed scenarios
260、,providing full coverage under different driving scenarios to ensure safetyand comfort.On the other hand,new entrants and less experienced players are comparativelymore cost sensitive.With the advancement of ADAS technology,OEMs are expected to focusmore on the performance of LiDAR solutions.Among 1
261、,550 nm LiDAR models,our Falconseries has successfully achieved volume production at significantly lower cost compared tocomparable models while our Robin series LiDAR solutions is expected to deliver similarperformance metrics with other comparable 905 nm models upon delivery.Additionally,we have d
262、evoted efforts in the non-automotive LiDAR solutions marketincluding smart transportation,smart railways,industrial safety and automation and V2X.Weare one of the first few players with a commercialization track record in both automotive andnon-automotive solutions,according to CIC.See“Industry Over
263、view of the Target Group”and“Business of the Target Group Our Competitive Strengths”for a more detailed discussionof the industries in which we compete,as well as our competitive landscape.THE SINGLE LARGEST GROUP OF SHAREHOLDERSAs of the Latest Practicable Date,Dr.Bao controlled the exercise of app
264、roximately21.16%of the voting rights of the Target Company,including:approximately 6.04%of the voting rights of the Target Company Shares,held byHigh Altos Limited,a company wholly-owned by Dr.Bao;approximately 10.61%of the voting rights of the Target Company Shares,held byPhthalo Blue LLC,a limited
265、 liability company of which Dr.Bao is the manager;SUMMARY 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 DOCUMENT.approximately 3.47%of the voting rights of the Target Company
266、 Shares held by theESOP Proxy Grantors pursuant to the Award Agreements and the Trust Deed,inwhich Bao Junwei is entitled to exercise in his sole discretion the voting rights withrespect to 1,876,369 Target Company Shares.The voting proxy granted by the ESOPProxy Grantors will terminate upon the Clo
267、sing pursuant to the terms of the AwardAgreements and the Trust Deed;andapproximately 1.04%of the voting rights of the Target Company Shares,which aregranted to Dr.Bao pursuant to the Voting Proxy Agreements(as summarized below)by the Proxy Shareholders.As of the Latest Practicable Date,Dr.Bao is co
268、nsidered to be in a position to control thecomposition of a majority of the Board of the Target Company,considering that he is entitledto cast six votes(out of a total of 11 votes from no more than six Directors of the TargetCompany(including Dr.Bao)in the Board of the Target Company,according to th
269、e TargetCompany Articles.As such,as of the Latest Practicable Date,Dr.Bao,High Altos Limited andPhthalo Blue LLC are considered to be a group of Controlling Shareholders of the TargetCompany by virtue of Rule 1.01 of the Listing Rules.Immediately following the Closing(assuming the Presumptions),each
270、 SuccessorCompany Director is entitled to cast one vote in the Successor Board.Dr.Bao,through HighAltos Limited and Phthalo Blue LLC and by virtue of the Voting Proxy Agreements,will beable to control the exercise approximately 13.72%of the voting rights of the SuccessorCompany.As such,immediately f
271、ollowing the Closing(assuming the Presumptions),Dr.Bao,High Altos Limited and Phthalo Blue LLC are considered to be a group of single largestshareholders of the Successor Company as no other Shareholder will be capable of exercisingmore voting rights than those exercisable by Dr.Bao(through High Alt
272、os Limited,PhthaloBlue LLC and the Voting Proxy Agreements).Therefore,Dr.Bao,High Altos Limited and Phthalo Blue LLC are considered to be agroup of single largest shareholders of the Successor Company.See“Relationship with theSingle Largest Group of Shareholders of the Successor Company”for further
273、details.PRE-LISTING INVESTORS OF THE TARGET GROUPSince the establishment of Target Company,it has received multiple rounds of Pre-ListingInvestments.For further details of the identity and background of the Pre-Listing Investors andthe principal terms of the Pre-Listing Investments,please see“Histor
274、y,Development andCorporate Structure of the Target Group”in this circular.SUMMARY 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.DILUTION EFFECT UNDER THE 2016 SHARE
275、INCENTIVE PLANThe 2016 Share Incentive Plan was adopted by the board of Directors of the TargetCompany on November 20,2016.As of the Latest Practicable Date,765,656 Target CompanyShares(adjustedto14,656,737SuccessorCompanySharesuponcompletionoftheCapitalization Issue)have been issued to Enlightning
276、Limited,the employee shareholdingplatform established under the 2016 Share Incentive Plan for the purpose of transferring TargetCompany Shares to specified participants of the 2016 Share Incentive Plan.Target CompanyOptions and Target Company RSUs granted by the Target Company to subscribe for 7,212
277、,176Target Company Shares(adjusted to 138,060,666 Successor Company Shares upon completionof the Capitalization Issue)remain outstanding.For details of dilution effect under the 2016 Share Incentive Plan,please refer to thesection headed“Appendix VII Statutory and General Information E.Employee Ince
278、ntivePlans”of this circular.SUMMARY OF TARGET GROUPS HISTORICAL FINANCIAL INFORMATIONDescription of Key Consolidated Income Statements ItemsThe table below sets forth our consolidated income statements for the periods indicatedderived from our consolidated income statements set out in the Accountant
279、s Report includedin Appendix I to this circular.Year Ended December 31,Nine MonthsEndedSeptember 30,2022202320232024(US$in thousands)(Unaudited)Revenue66,302121,10884,628118,503Cost of sales(107,623)(163,467)(115,912)(136,490)Gross loss(41,321)(42,359)(31,284)(17,987)Other income2,0053,0701,9621,577
280、Other gains and losses502(2,653)(4,874)(814)Selling and marketing expenses(6,887)(9,204)(6,347)(6,215)Administrative expenses(15,238)(18,306)(13,074)(16,893)Research and developmentexpenses(78,120)(63,789)(45,831)(32,241)Net impairment losses underexpected credit loss(“ECL”)model(13)(153)(84)(1,631)
281、SUMMARY 24 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Year Ended December 31,Nine MonthsEndedSeptember 30,2022202320232024(US$in thousands)(Unaudited)Fair value chan
282、ges of financialinstruments at fair value throughprofit or loss(“FVTPL”)(43,257)(80,448)(55,248)(50,787)Professional fees and expensesrelated to De-SPAC Transaction(2,227)Other expenses(5,178)(2,176)(1,734)(346)Finance costs(319)(2,080)(1,427)(1,926)Loss before tax(187,826)(218,098)(157,941)(129,490
283、)Income tax expenses(339)(872)(391)(550)Loss for the year/period(188,165)(218,970)(158,332)(130,040)Other comprehensive(expense)incomeItem that may be reclassified toprofit or loss:Exchange differences ontranslation from functionalcurrency to presentationcurrency(3,682)2,5574,835185Total comprehensi
284、ve expense forthe year/period(191,847)(216,413)(153,497)(129,855)Loss per share(USD)Basic and diluted(16.49)(18.78)(13.61)(10.50)For details,see“Financial Information of the Target Group Description of KeyConsolidated Income Statements Items.”SUMMARY 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND
285、SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Non-IFRS MeasureOur consolidated financial information was prepared in accordance with IFRS.Tosupplement our consolidated results which were prepared and presented in a
286、ccordance withIFRS,we use adjusted net loss(non-IFRS measure)as an additional financial measure,whichis not required by,or presented in accordance with,IFRS.We believe that the measurefacilitates comparisons of operating performance from period to period and company tocompany by eliminating the pote
287、ntial impact of items,such as certain non-cash items.The useof the non-IFRS measure has limitations as an analytical tool,and you should not considerthem in isolation from,as a substitute for,analysis of,or superior to,our results of operationsor financial condition as reported under IFRS.In additio
288、n,the non-IFRS measure may bedefined differently from similar terms used by other companies,and may not be comparable toother similarly titled measures used by other companies.We define adjusted net loss(non-IFRSmeasure)as loss for the year/period adjusted by adding back fair value changes of financ
289、ialinstruments at fair value through profit or loss(“FVTPL”),share-based compensation,andDe-SPAC Transaction expenses.The following table sets forth a reconciliation of our adjustednet loss(non-IFRS measure)for 2022,2023 and the nine months ended September 30,2023and 2024 to the nearest measures pre
290、pared in accordance with IFRS.Year Ended December 31,Nine Months EndedSeptember 30,2022202320232024(US$in thousands)(Unaudited)Loss for the year/period.(188,165)(218,970)(158,332)(130,040)Add:Fair value changes of financialinstruments at FVTPL.43,25780,44855,24850,787Share-based compensation.1,9191,
291、3131,066854De-SPAC Transaction expenses.2,227Adjusted net loss(non-IFRS measure).(142,989)(137,209)(102,018)(76,172)SUMMARY 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCU
292、MENT.Selected Items from Consolidated Balance SheetsThe following table sets forth selected information from our consolidated balance sheetsas of the dates indicated,which has been extracted from the Accountants Report included inAppendix I to this circular.As of December 31,As ofSeptember 30,202420
293、222023(US$in thousands)(Unaudited)Non-current assets.24,21038,34645,412Current assets.194,224215,934136,259Total assets.218,434254,280181,671Current liabilities.128,547148,989123,737Net current assets.65,67766,94512,522Non-current liabilities.451,542679,914761,525Total liabilities.580,089828,903885,
294、262Net liabilities.(361,655)(574,623)(703,591)Total deficit.(361,655)(574,623)(703,591)For details,see“Financial Information of the Target Group Discussion of SelectedItems from the Consolidated Balance Sheets.”Our net liabilities increased from US$361.7million as of December 31,2022 to US$574.6 mil
295、lion as of December 31,2023,primarily dueto total comprehensive expenses for the year of US$216.4 million in 2023.Our net liabilitiesfurther increased from US$574.6 million as of December 31,2023 to US$703.6 million as ofSeptember 30,2024,primarily due to total comprehensive expenses for the period
296、of US$129.9million.As our redeemable convertible preferred shares shall be converted into ordinary sharesimmediately before the completion of the De-SPAC Transaction,such preferred shares will bere-classified from liabilities to equity upon the Listing,and we expect to achieve a net assetposition.Se
297、e“Risk Factors Risks Related to the Target Groups Business and Industry Werecorded net liabilities in the past,which might expose us to certain liquidity risks and couldconstrain our operational flexibility.”SUMMARY 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFO
298、RMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Selected Consolidated Statements of Cash Flow DataThe following table sets forth a summary of our cash flows for the periods indicated.Year Ended December 31,Nine MonthsEndedSeptember 30,202420222023(US$
299、in thousands)(Unaudited)Cash used in operations.(109,380)(134,570)(34,772)Income tax paid.(77)(820)(1)Interest Received.1,2622,267754Net cash used in operating activities.(108,195)(133,123)(34,019)Net cash used in investing activities.(14,372)(31,445)(13,334)Net cash from(used in)financingactivities
300、.139,804159,115(25,617)Net increase(decrease)in cash andcash equivalents.17,237(5,453)(72,970)Cash and cash equivalents at thebeginning of the year/period.97,764113,133107,306Effect of foreign exchange ratechanges.(1,868)(374)169Cash and cash equivalents at the endof the year/period.113,133107,30634
301、,505For details,see“Financial Information of the Target Group Liquidity and CapitalResources.”SUMMARY 28 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.Current Assets an
302、d Current LiabilitiesThe following table sets forth our current assets and liabilities as of the dates indicated.As of December 31,As ofSeptember 30,2024As ofJanuary 31,202520222023(US$in thousands)(Unaudited)(Unaudited)CURRENT ASSETSInventories.32,14737,63126,58922,914Trade and other receivables an
303、dprepayment.48,81454,86758,01344,791Receivables at fair value throughother comprehensive income(“FVTOCI”).2,6798,152Financial asset at FVTPL.4,343Restricted bank balances.1301301307,130Time deposits.16,00010,000Cash and cash equivalents.113,133107,30634,50533,115194,224215,934136,259116,102CURRENT L
304、IABILITIESTrade and other payables.103,024103,45686,91669,712Borrowings.22,46941,00921,04726,876Lease liabilities.2,1633,2352,5452,801Warranty liabilities.6231,1492,4132,416Other current liabilities.10,76214,000Contract liabilities.2681405418128,547148,989123,737115,823NET CURRENT ASSETS.65,67766,94
305、512,522279Our net current assets decreased from US$12.5 million as of September 30,2024 toUS$0.3 million as of January 31,2025,primarily due to(i)a decrease in trade and otherreceivables and prepayments of US$13.2 million,primarily due to our settlement ofoutstanding balance with relevant customers,
306、and(ii)a decrease in time deposits of US$10.0million;partially offset by(i)a decrease in trade and other payables of US$17.2 million,primarily due to our settlement of outstanding balance of trade payables,and(ii)an increasein restricted bank balances of US$7.0 million.Our net current assets decreas
307、ed from US$66.9million as of December 31,2023 to US$12.5 million as of September 30,2024,primarily dueto(i)a decrease in cash and cash equivalents of US$72.8 million,primarily due to cash usedin operating activities,investing activities and financing activities;and(ii)a decrease ininventories of US$
308、11.0 million,primarily affected by our inventory management practices,asyear-end balances are typically higher to accommodate increased production ahead of theChinese New Year holiday when factory operations pause;partially offset by(i)a decrease inSUMMARY 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLET
309、E AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.borrowings of US$20.0 million due to our repayment;and(ii)a decrease in trade and otherpayables of US$16.5 million,primarily due to an installment payment schedul
310、e agreement weentered into for ASIC chip development,which resulted in the accounting treatment thatcategorized the remaining fees payable to other current liabilities and long term payables.Ournet current assets remained relatively stable at US$65.7 million as of December 31,2022 andUS$66.9 million
311、 as of December 31,2023,respectively.For details,see“Financial Information of the Target Group Discussion of SelectedItems from the Consolidated Balance Sheets Current Assets and Current Liabilities.”KEY FINANCIAL RATIOSThe following table sets forth key financial ratios for the periods or as of the
312、 datesindicated.Year Ended/As ofDecember 31,Nine MonthsEnded/As ofSeptember 30,202420222023(%)(Unaudited)Current ratio(1).151.1144.9110.1Quick ratio(2).126.1119.788.6Notes:(1)Current ratio is calculated based on the total current assets divided by the total current liabilities as atthe end of the re
313、spective year/period.(2)Quick ratio is calculated based on the total current assets less inventories divided by the total currentliabilities as at the end of the respective year/period.Our current ratio remained relatively stable at 151.1%as of December 31,2022 and144.9%as of December 31,2023.Our cu
314、rrent ratio decreased from 144.9%as of December 31,2023 to 110.1%as of September 30,2024,primarily due to a decrease in cash and cashequivalents.Our quick ratio decreased from 126.1%as of December 31,2022 to 119.7%as ofDecember 31,2023,and further decreased to 88.6%as of September 30,2024,primarily
315、dueto a decrease in cash and cash equivalents.For details,see“Financial Information of the Target Group Key Financial Ratios.”SUMMARY OF THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OFTHE SUCCESSOR GROUPThe unaudited pro forma financial information presented below is prepared to illustrate(a)the co
316、nsolidated financial position of the Successor Group as if the De-SPAC Transactionhad been completed on December 31,2023;(b)the consolidated results and cash flows of theSuccessor Group as if the De-SPAC Transaction had been completed on January 1,2023;and(c)the consolidated net tangible assets of t
317、he Successor Group attributable to the owners of theSuccessor Company as if the De-SPAC Transaction had been completed on December 31,2023.SUMMARY 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
318、 THE COVER OF THIS DOCUMENT.The unaudited pro forma consolidated financial information of the Successor Group hasbeen prepared for illustrative purposes only and is based on certain assumptions,estimates andcurrently available information.Because of its hypothetical nature,it may not give a truepict
319、ure of the consolidated financial position of the Successor Group as of December 31,2023or the consolidated results and cash flows of the Successor Group for the year endedDecember 31,2023,had the De-SPAC Transaction been completed as of the specified dates orany other dates.The pro forma financial
320、information is prepared based on the condensed statement offinancial position of TechStar as of December 31,2023 as set out in the annual report ofTechStar for the year ended December 31,2023 and the statement of profit or loss and othercomprehensive income and the statement of cash flows of TechSta
321、r for the year endedDecember 31,2023 as set out in the annual report of TechStar for the year ended December 31,2023,which was published on April 19,2024,and the consolidated statement of financialposition of the Target Group as of December 31,2023 and the consolidated statement of profitor loss and
322、 other comprehensive income and consolidated statement of cash flows of the TargetGroup for the year ended December 31,2023,extracted from the accountants report of theTarget Group as set out in Appendix I of this Circular after giving effect to the pro formaadjustments described in the accompanying
323、 notes which are directly attributable to theDe-SPAC Transaction and factually supportable and were prepared in accordance withRules 4.29 and 14.69(4)(a)(ii)of the Listing Rules.The pro forma financial information is prepared assuming(i)the Capital Restructuring(asdefined in this Circular and detail
324、ed in the paragraph headed“History,Reorganization andCorporate Structure of the Target Group”of this Circular)is completed,(ii)no TechStar ClassA Shareholders exercise their appraisal right,(iii)55,130,000 Successor Company Shares(subject to adjustments)are issued to the PIPE Investors pursuant to t
325、he PIPE InvestmentAgreements,(iv)there is no Permitted Equity Financing can be fulfilled,(v)the fair valuechange of TechStar Listed Warrants is immaterial during the periods presented,and(vi)nooutstanding and vested equity settled share options of the Target Group would be exercised.Inaddition,the u
326、naudited pro forma financial information presents two redemption scenarios asset out below.Assuming no Redemptions(Scenario I):This presentation assumes that noTechStar Class A Shareholders exercise their rights to redeem any of their shares ofTechStar Class A Shares and thus the full amount held in
327、 the Escrow Account atClosing is available to the De-SPAC Transaction.Assuming maximum Redemptions(Scenario II):This presentation assumes that100,100,000 shares of TechStar Class A Shares are redeemed,which represents themaximum amount of redemption.The Scenario II is prepared based on the sameassum
328、ptions under Scenario I,with additional adjustments to reflect the effect ofmaximum redemptions.For details,see“Appendix III Unaudited Pro Forma Financial Information of theSuccessor Group”in this circular.SUMMARY 31 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORM
329、ATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.Summary of Unaudited Pro Forma Consolidated Statement of Financial Position of theSuccessor Group as of December 31,2023As of December 31,2023(US$in thousands)Scenario IScenario IINon-current assets.38,346
330、38,346Current assets.407,528272,435Current liabilities.149,430149,430Net current assets.258,098123,005Total assets less current liabilities.296,444161,351Capital and reservesShare capital.1,3601,250Treasury shares.(1)(1)Share premium.748,662748,662Reserves.(466,128)(601,111)Equity attributable to ow
331、ners of TechStar/the TargetCompany/the Successor Company.283,893148,800Total equity.283,893148,800Non-current liabilities.12,55112,551Summary of Unaudited Pro Forma Consolidated Statement of Profit or Loss and OtherComprehensive Income of the Successor Group for the Year Ended December 31,2023As of
332、December 31,2023(US$in thousands)Scenario IScenario IIRevenue.121,108121,108Cost of sales.(163,467)(163,467)Gross loss.(42,359)(42,359)Other income.3,0723,072Other gains and losses.(3,264)(2,864)Selling and marketing expenses.(9,406)(9,406)Administrative expenses.(60,237)(60,237)Research and develop
333、ment expenses.(64,704)(64,704)Net impairment losses under expectedcredit loss(“ECL”)model.(153)(153)SUMMARY 32 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUSTBE READ IN CONJUNCTION WITH THE SECTION HEADED“WARNING”ON THE COVER OF THIS DOCUMENT.As of December 31,2023(US$in thousands)Scenario IScenario IIFair value changes of financial liabilities atfair
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