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1、The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility forthe contents of this Application Proof,make no representation as to its accuracy or completeness and expresslydisclaim any liability whatsoever for any loss howsoever arising from or in relian
2、ce upon the whole or any part ofthe contents of this Application Proof.Application Proof ofSwitchbot(Shenzhen)Co.,Ltd.臥 安 機 器 人（深 圳）股 份 有 限 公 司(the Company)(A joint stock company incorporated in the Peoples Republic of China with limited liability)WARNINGThe publication of this Application Proof is
3、required by The Stock Exchange of Hong Kong Limited(the StockExchange)and the Securities and Futures Commission(the Commission)solely for the purpose of providinginformation to the public in Hong Kong.This Application Proof is in draft form.The information contained in it is incomplete and is subjec
4、t to changewhich can be material.By viewing this document,you acknowledge,accept and agree with the Company,itsjoint sponsors,overall coordinators,advisers or members of the underwriting syndicate that:(a)this document is only for the purpose of providing information about the Company to the public
5、in HongKong and not for any other purposes.No investment decision should be based on the informationcontained in this document;(b)the publication of this document or supplemental,revised or replacement pages on the Stock Exchangeswebsite does not give rise to any obligation of the Company,its joint
6、sponsors,overall coordinators,advisers or members of the underwriting syndicate to proceed with an offering in Hong Kong or any otherjurisdiction.There is no assurance that the Company will proceed with the offering;(c)the contents of this document or supplemental,revised or replacement pages may or
7、 may not be replicatedin full or in part in the actual final listing document;(d)this Application Proof is not the final listing document and may be updated or revised by the Companyfrom time to time in accordance with the Rules Governing the Listing of Securities on the Stock Exchange;(e)this docum
8、ent does not constitute a prospectus,offering circular,notice,circular,brochure oradvertisement offering to sell any securities to the public in any jurisdiction,nor is it an invitation tothe public to make offers to subscribe for or purchase any securities,nor is it calculated to invite offers byth
9、e public to subscribe for or purchase any securities;(f)this document must not be regarded as an inducement to subscribe for or purchase any securities,and nosuch inducement is intended;(g)neither the Company nor any of its affiliates,its joint sponsors,overall coordinators,advisers or membersof the
10、 underwriting syndicate is offering,or is soliciting offers to buy,any securities in any jurisdictionthrough the publication of this document;(h)no application for the securities mentioned in this document should be made by any person nor wouldsuch application be accepted;(i)the Company has not and
11、will not register the securities referred to in this document under the UnitedStates Securities Act of 1933,as amended,or any state securities laws of the United States;(j)as there may be legal restrictions on the distribution of this document or dissemination of any informationcontained in this doc
12、ument,you agree to inform yourself about and observe any such restrictionsapplicable to you;and(k)the application to which this document relates has not been approved for listing and the Stock Exchangeand the Commission may accept,return or reject the application for the subject public offering and/
13、orlisting.If an offer or an invitation is made to the public in Hong Kong in due course,prospective investors are remindedto make their investment decisions solely based on the Companys prospectus registered with the Registrar ofCompanies in Hong Kong,copies of which will be made available to the pu
14、blic during the offer period.If you are in any doubt about any of the contents of this document,you should obtain independent professional advice.Switchbot(Shenzhen)Co.,Ltd.臥 安 機 器 人（深 圳）股 份 有 限 公 司(A joint stock company incorporated in the Peoples Republic of China with limited liability)REDACTEDNu
15、mber of REDACTED underthe REDACTED:REDACTED H Shares(subject to theREDACTED)Number of REDACTED:REDACTED H Shares(subject toREDACTED)Number of REDACTED:REDACTED H Shares(subject to REDACTEDand the REDACTED)Maximum REDACTED:HK$REDACTED per H Share,plus brokerage of1.0%,SFC transaction levy of 0.0027%,
16、StockExchange trading fee of 0.00565%and AFRCtransaction levy of 0.00015%(payable in full onapplication in Hong Kong dollars and subject torefund)Nominal Value:RMB0.1 per H ShareREDACTED:Joint Sponsors,REDACTED,REDACTED REDACTED and REDACTED(in alphabetical order)Hong Kong Exchanges and Clearing Lim
17、ited,The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take noresponsibility for the contents of this document,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoeverfor any loss howsoever arising from or in re
18、liance upon the whole or any part of the contents of this document.A copy of this document,having attached thereto the documents specified in the paragraph headed Documents Delivered to The Registrar of Companiesand Available on Display in Appendix VII to this document,has been registered by the Reg
19、istrar of Companies in Hong Kong as required by Section 342Cof the Companies(WUMP)Ordinance.The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take noresponsibility as to the contents of this document or any other documents referred to above.The REDACTED i
20、s expected to be fixed by agreement by the REDACTED(for themselves and on behalf of the REDACTED)and our Company onthe REDACTED.The REDACTED is expected to be on or about REDACTED(Hong Kong time)and,in any event,not later than 12:00 noon onREDACTED(Hong Kong time).The REDACTED will be not more than
21、HK$REDACTED per REDACTED and is currently expected to be not lessthan HK$REDACTED per REDACTED,unless otherwise announced.If,for any reason,the REDACTED is not agreed by REDACTED(HongKong time)between the REDACTED(for themselves and on behalf of the REDACTED)and our Company,the REDACTED will not pro
22、ceed andwill lapse.Applicants for REDACTED are required to pay,on application,the maximum REDACTED of HK$REDACTED for each REDACTED togetherwith a brokerage fee of 1.0%,a SFC transaction levy of 0.0027%,a Stock Exchange trading fee of 0.00565%and an AFRC transaction levy of 0.00015%,subject to refun
23、d if the REDACTED as finally determined is less than HK$REDACTED.The REDACTED,for themselves and on behalf of the REDACTED,and with our consent may,where considered appropriate,reduces the number ofREDACTED and/or the indicative REDACTED range below that is stated in this document(which is HK$REDACT
24、ED to HK$REDACTED)atany time prior to the morning of the last day for lodging applications under the REDACTED.In such a case,notices of the reduction in the number ofREDACTED and/or the indicative REDACTED range will be published as soon as practicable following the decision to make such reduction,a
25、nd inany event not later than the morning of the day which is the last day for lodging applications under the REDACTED.Such notices will also be availableon the website of our Company at and on the website of the Stock Exchange at www.hkexnews.hk.Further details are set forth inStructure of the REDA
26、CTED and How to Apply for REDACTED in this document.Prior to making an investment decision,REDACTED should carefully consider all of the information set out in this document,in particular,the riskfactors set out in the section headed Risk Factors.Pursuant to the termination provisions contained in t
27、he REDACTED in respect of the REDACTED,the Joint Sponsors and the REDACTED,actingfor themselves and on behalf of the REDACTED,have the right in certain circumstances,in its absolute discretion,to terminate the obligation of theREDACTED pursuant to the REDACTED at any time prior to 8:00 a.m.on the RE
28、DACTED.Further details of the terms of the terminationprovisions are set out in the section headed REDACTED REDACTED Arrangements and Expenses Grounds for Termination in this document.It is important that you refer to that section for further details.The REDACTED have not been and will not be regist
29、ered under the U.S.Securities Act or any state securities law in the United States and may not beoffered or sold,pledged or transferred within the United States,except that the REDACTED may be offered,sold or delivered in offshore transactionsoutside the United States in reliance on Regulation S und
30、er the U.S.Securities Act.REDACTEDREDACTEDIMPORTANTTHIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDIMPORTANT i THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE
31、 AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDIMPORTANT ii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDEX
32、PECTED TIMETABLE(1)iii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDEXPECTED TIMETABLE(1)iv THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFO
33、RMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDEXPECTED TIMETABLE(1)v THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDEXPECTED
34、 TIMETABLE(1)vi THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTIMPORTANT NOTICE TO REDACTEDThis document is issued by us solely in connection with the REDACTED and theREDACTEDanddoe
35、snotconstituteanoffertosellorasolicitationofanREDACTED to buy any security other than the REDACTED offered by thisdocument pursuant to the REDACTED.This document may not be used for the purposeof making,and does not constitute,an offer or invitation in any other jurisdiction or in anyother circumsta
36、nces.No action has been taken to permit the distribution of this document inany jurisdiction other than Hong Kong.The distribution of this document and theREDACTED of the REDACTED in other jurisdictions are subject to restrictions andmay not be made except as permitted under the applicable securitie
37、s laws of suchjurisdictions pursuant to registration with or authorization by the relevant securitiesregulatory authorities or an exemption therefrom.You should rely only on the information contained in this document to make yourinvestment decision.We have not authorized anyone to provide you with i
38、nformation that isdifferent from what is contained in this document.Any information or representation notmade in this document must not be relied on by you as having been authorized by us,theJoint Sponsors,the REDACTED,REDACTED,REDACTED,and REDACTED,the REDACTED,any of our or their respective direct
39、ors or any other person or partyinvolved in the REDACTED.EXPECTED TIMETABLE.iiiCONTENTS.viiSUMMARY.1DEFINITIONS.21GLOSSARY OF TECHNICAL TERMS.34FORWARD-LOOKING STATEMENTS.39RISK FACTORS.41WAIVERS FROM STRICT COMPLIANCE WITH THE HONG KONGLISTING RULES.93INFORMATION ABOUT THIS DOCUMENT ANDTHE REDACTED
40、.97DIRECTORS AND PARTIES INVOLVED IN THE REDACTED.102CORPORATE INFORMATION.107INDUSTRY OVERVIEW.109CONTENTS vii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREGULATORY OVERVIEW.12
41、6HISTORY AND CORPORATE STRUCTURE.151BUSINESS.174RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDER GROUP.275DIRECTORS AND SENIOR MANAGEMENT.279SUBSTANTIAL SHAREHOLDERS.296SHARE CAPITAL.302FINANCIAL INFORMATION.306FUTURE PLANS AND REDACTED.364REDACTED.370STRUCTURE OF THE REDACTED.382HOW TO APPLY FOR REDAC
42、TED.392APPENDIX IACCOUNTANTS REPORT.I-1APPENDIX IIREDACTED FINANCIALINFORMATION.II-1APPENDIX IIITAXATION AND FOREIGN EXCHANGE.III-1APPENDIX IVSUMMARY OF PRINCIPAL LEGAL ANDREGULATORY PROVISIONS.IV-1APPENDIX VSUMMARY OF THE ARTICLES OF ASSOCIATIONOF THE COMPANY.V-1APPENDIX VISTATUTORY AND GENERAL INF
43、ORMATION.VI-1APPENDIX VIIDOCUMENTS DELIVERED TO THE REGISTRAROF COMPANIES IN HONG KONG ANDAVAILABLE ON DISPLAY.VII-1CONTENTS viii THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTThis
44、 summary aims to give you an overview of the information contained in thisdocument.As this is a summary,it does not contain all the information that may beimportant to you.You should read the whole document before you decide to invest in theREDACTED.There are risks associated with any investment.Som
45、e of the particularrisks in investing in the REDACTED are set out in the section headed Risk Factors inthis document.You should read that section carefully before you decide to invest in theREDACTED.OVERVIEWWe are a leading provider of home embodied AI robotic systems in the world,dedicated to build
46、ing an ecosystem centered around smart home robotic products.According to the Frost&Sullivan Report,we are the largest provider of home embodiedAI robotic systems in the world in terms of retail sales in 2024,with a market share of11.9%,and the only provider of home embodied AI robotic system with a
47、 full deploymentof home robotic categories across comprehensive home living scenarios.With technicalR&D and product innovation as our core drivers,we leverage our integrated advantagesacross the entire industry chain encompassing R&D,production,and sales to continuouslyadvance the application and de
48、velopment of embodied AI technology in a wide array ofhome living scenarios,including home automation,domestic chores,AI butler,elderly care,security and energy management,while continuously expanding the depth of our scenariocoverageandenhancingourproductsautonomouslearninganddecision-makingcapabil
49、ities to provide users with a complete and enriched smart home living ecosystem.We have made significant achievements through our commitment to the continuousdevelopment in the field of home embodied AI robotic systems,which are highlightedbelow*:IndustryLeaderInnovationTrailblazerGlobalExpanderGrow
50、thAcceleratorThe LARGEST provider of home embodied AI robotic systems in the world in 2024(1)FIRST in the worldto launch and commercialize finger robots,curtain robots,fingerprint lock robots and multitasking household robots(1)SwitchBot App3.1 million+registered users9.1 million+connected devices20
51、22-2024Revenue CAGR 49.0%Revenue from DTC channels CAGR 73.3%The ONLY provider of home embodied AI robotic systems with a comprehensive deployment of home robotic categories(1)269 registered patents43 invention patentsOur productsSold to 90+countries/regions 2022-2024Available in 2,000+offline retai
52、l stores2022-2024Gross profit CAGR 83.1%20232024Gross profit margin 50.0%+Ranked FIRST in Japans home embodied AI robotic system industry for 3 consecutiveyears since 2022(1)50.7%R&D staff(2)20222024Average R&D expenses accounted for approximately 20%of annual revenueApproximately 55.2%registered us
53、ers have linked 2 of our products in our Switchbot App2023Adjusted-EBITDA turned positive for the first time20232024Adjusted-EBITDA YoY348.6%Notes:*Unless otherwise stated,all data presented above are as of the Latest Practicable Date.(1)According to the Frost&Sullivan Report.(2)Excluding assembly l
54、ine workers employed by us.SUMMARY 1 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTInnovation Trailblazer.As an innovation trailblazer in the global home embodied AIrobotic systems
55、 industry,we have pioneered multiple first-of-their-kind products whilebuilding strong intellectual property assets and maintaining significant R&D investments.We were the first company to launch and commercialize several groundbreaking products inthe home embodied AI robotic system industry.We laun
56、ched the SwitchBot Bot in 2017,the worlds first finger robot.In 2020,we introduced SwitchBot Curtain,the worlds firstcurtain robot,followed by SwitchBot Lock,the worlds first fingerprint lock robot in 2022,and SwitchBot S10,the worlds first commercially available enhanced mobile robot in 2023.As of
57、the Latest Practicable Date,we owned 269 patents globally,including 43 inventionpatents that represent our key technological breakthroughs.We have assembled a highlycapable R&D team,accounting for 50.7%of our total employees as of the LatestPracticable Date,when excluding assembly line workers emplo
58、yed by us.Our commitmentto innovation is further demonstrated by our significant R&D investment,with R&Dexpenses accounting for approximately 20%of our revenue during the Track RecordPeriod.Global Expander.Our rise as a global expander is demonstrated by our extensiveworldwide reach,high user engage
59、ment,and strong product adoption across diversemarketsanddemographics.Buildinguponourtechnologicalfoundation,wehavedeveloped a comprehensive ecosystem that seamlessly connects our innovative productswith users worldwide.As of the Latest Practicable Date,over 3.1 million users hadregistered with our
60、SwitchBot App since its launch,and over 9.1 million devices had beenconnected to our SwitchBot App since its launch.Our products are sold to more than 90countries and regions worldwide during the Track Record Period,with availability in over2,000 offline retail stores globally as of the Latest Pract
61、icable Date.Approximately 55.2%of all users who had registered with our SwitchBot App had connected two or more of ourSwitchBotproductswiththeSwitchBotAppasoftheLatestPracticableDate,demonstrating strong adoption across our product ecosystem,underscoring our strongconsumer loyalty and robust brand p
62、ositioning.Growth Accelerator.Our strong financial performance,with robust revenue growthand gross profit margins,positions us as a growth accelerator in the home embodied AIrobotic systems market.For the years ended December 31,2022,2023 and 2024,ourrevenue amounted to RMB274.6 million,RMB457.3 mil
63、lion and RMB609.9 million,respectively,representing a CAGR of 49.0%over the period.Our DTC channelsexperienced significant growth,with a CAGR of 73.3%during the same period.For theyears ended December 31,2022,2023 and 2024,and our gross profit was RMB94.1 million,RMB230.5 million and RMB315.6 millio
64、n,respectively,representing a CAGR of 83.1%over the period.Our gross profit margin has reached 50.4%and 51.7%in 2023 and 2024,respectively.Our adjusted-EBITDA has also shown significant improvement,turning fromnegative RMB69.1 million for the year ended December 31,2022 to RMB5.8 million andRMB26.1
65、million for the years ended December 31,2023 and 2024,respectively,demonstrating our enhanced operational efficiency and progress toward sustainableprofitability.SUMMARY 2 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADE
66、DWARNING ON THE COVER OF THIS DOCUMENTOur home embodied AI robotic systems represent a fundamental advancement overboth traditional single-unit smart home devices and general home robotics.Whilesingle-unitsmarthomedevicesofferonlybasicintelligentcontrolwithoutinterconnectivity,and general home robot
67、ics operate on preset programs or simplecommands,our home embodied AI robotic systems integrate artificial intelligence,roboticsand IoT technologies to achieve autonomous learning and intelligent decision-making.Oursystems mimic human behavioral features,including hands,feet,eyes,skin,and brain,enab
68、ling real-time environmental perception,multifunctional device collaboration,andedge intelligence processing through our decision-making smart hubs.We offer comprehensive product portfolio across seven categories with 42 SPUs underthe SwitchBot brand.We have attained our leading position through an
69、extensiveomni-channel sales and distribution network covering DTC channels via e-commerceplatforms and our self-operated website,retailer channels that include major internationalretailers such as Amazon,and distribution channels.Our widespread brand recognition isevidenced through our SwitchBot App
70、,which has achieved a large and growing user basewith millions of registered users and connected devices,demonstrating strong customerretention and robust brand positioning within our expanding smart home ecosystem.COMPETITIVE STRENGTHSWe believe the following strengths have contributed to our succe
71、ss and differentiate usfrom our competitors:(i)a world leading and the only provider of home embodied AIrobotic systems with deployment in comprehensive home living scenarios:(ii)poweringtechnological innovation through experienced R&D teams and self-developed proprietarytechnologies;(iii)leveraging
72、 robust product innovation capability to pioneer the first homeembodied AI robotic system and establish a comprehensive smart home ecosystem with adiversified product matrix;(iv)proven brand heritage and strong brand influence,buoyedby omni-channel sales network with global reach;(v)a complete and h
73、ighly synergetic valuechain integrating R&D,production and sales,ensuring operational efficiency;and(vi)stable and cohesive core management team with years of cooperation and an efficientorganizational structure.BUSINESS STRATEGIESTo solidify our market leading position and further propel our busine
74、ss growth,weintend to pursue the following business strategies:(i)enhance R&D capabilities and expandour product portfolio;(ii)strengthen market position and expand global reach;(iii)continue to expand our customer base to attract corporate and institutional customers;and(iv)pursue strategic acquisi
75、tions/investments to enhance our technology ecosystem.SUMMARY 3 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTOUR BRAND AND PRODUCTSDuring the Track Record Period and as of the Lat
76、est Practicable Date,we offered awide range of products under multiple categories,primarily consisting of(i)home embodiedAI robotic system products,which include execution-enhanced robots and perception anddecision-making systems;and(ii)other smart home products and services.Our products areoffered
77、under the brand name SwitchBot.Our users can interact with our products at anytime through our SwitchBot App to address their diverse home living needs,enabling ourproducts to generate effective real-time interactions.As of the Latest Practicable Date,wehad a total of seven product categories of hom
78、e embodied AI robotic system products with42 SPUs.The following diagram illustrates the full lineup of our home embodied AI roboticsystem products.Perception and Decision-making SystemsSmart HubsSmart SensorsSmart CamerasDexterous Hand-mimic RobotsLock RobotsCurtain RobotsFinger RobotsEnhanced Mobil
79、e RobotsMultitasking Household Robots*Including products that are expected to be launched and/or commercialized in 2025.SUMMARY 4 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTThe
80、following table sets forth the revenue,sales volume and ASP by product category for the years indicated:For the year ended December 31,202220232024RevenueSales VolumeASP(1)RevenueSales VolumeASP(1)RevenueSales VolumeASP(1)RMB000RMBRMB000RMBRMB000RMBHome Embodied AI Robotic System Products.229,1461,8
81、00,356416,3342,116,673546,9602,402,756Execution-enhanced Robots.139,896771,408255,091907,485347,869971,085Dexterous Hand-mimic Robots.139,896771,408198,345877,620237,579918,500Lock robots.58,689259,83122678,582277,589283112,904334,578338Curtain robots.40,643163,03024976,973260,15029682,782296,485279
82、(4)Finger robots.40,053348,54711542,251339,88112436,329287,437126Related accessories(2).5115395,564Enhanced Mobile Robots.56,74629,865110,29052,585Multitasking household robots.54,20029,8651,815107,52452,5852,045Related accessories(2).2,5462,766Perception and Decision-making Systems.89,2501,028,9481
83、61,2431,209,188199,0911,431,671Smart hubs.32,903407,8618195,766523,877183115,826596,102194Smart sensors.33,224480,4346941,878573,5077361,126731,00784Smart cameras.21,544140,65315323,094111,80420721,799104,562208Related accessories(2).1,579505340Other Smart Home Products and Services(3).45,45140,9306
84、2,964Total.274,5971,800,356(5)457,2642,116,673(5)609,9242,402,756(5)Notes:(1)ASP is calculated by dividing the revenue generated by a product by its sales volume.Since our products are sometimes sold in bundles withdiscounts,the average selling price may not accurately reflect the average selling pr
85、ice of our bundled offerings.The ASPs presented in the abovetable for the Track Record Period are generally lower than the retail price range of our products as of the Latest Practicable Date.This variance isprimarily attributable to our continuous product iteration during the Track Record Period an
86、d up to the Latest Practicable Date,as we introducedadvanced new models with higher retail prices while phasing out simpler and outdated models.(2)We believe sales volume and ASP for accessories are not meaningful metrics for analysis because these items are primarily consumables orcomplementary com
87、ponents sold in high volumes at relatively low-price points,unlike our core products which are sold on a unit basis.Theaccessories revenue contribution is ancillary to our main product lines,and their purchase patterns are typically driven by replacement cycles orbundled with primary device purchase
88、s rather than representing distinct consumer adoption trends.(3)Other smart home products and services primarily include the revenue generated from the sales of smart light tools,smart power tools and smarthome appliances and digital archive services for footages recorded by our smart cameras.(4)The
89、 ASP of our curtain robots decreased in 2024 because we strategically chose to offer more competitive product pricing while maintaining highgross profit margins.(5)The sales volume only reflects the sales volume of our home embodied AI robotic system products,excluding relevant accessories.SUMMARY 5
90、 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTHome Embodied AI Robotic System ProductsExecution-enhanced RobotsExecution-enhanced robots primarily mimic human limb movements to ac
91、hievephysical interaction,representing the action execution part of the home embodied AIrobotic systems.Our execution-enhanced robots can perform human-like actions and,through various product combinations,accomplish more complex functions,taking onbasic tasks in home living scenarios.According to t
92、he Frost&Sullivan Report,execution-enhanced robots are divided intotwo main categories by function:(i)dexterous hand-mimic robots that simulate fingerand wrist movements through pressing,pulling,and rotating actions,which include lockrobots,curtain robots and finger robots;and(ii)enhanced mobile rob
93、ots that combinevarious functions and mimic human foot movement and can perform various compositefunctions through different product combinations.We have strategically designed ourproduct ecosystem around the concept of embodied AI,building a comprehensive arrayof products that replicate human capab
94、ilities.Perception and Decision-making SystemsOur perception and decision-making systems simulate human brain,eye,andskinfunctionsforhouseholdapplications,utilizingAItechnologytoachieveinterconnectivity among various products in home scenarios.As the intelligent controlpart of our home embodied AI r
95、obotic system,these components constantly monitorchanges in users home living environment and make analytical decisions,drivingexecution-enhanced robots to complete corresponding tasks.Acting as the nervoussystem of a smart home,they improve environmental interaction through spatial semanticundersta
96、nding,enhance risk prevention with integrated safety sensors,and optimize serviceby constructing user behavior models to align robot usage with household routines.According to the Frost&Sullivan Report,perception and decision-making systems aredivided into perception products and intelligent hubs.Pe
97、rception products include camerasand sensors,serving as human-like eyes and skin.Intelligent hub products function asthe brain of the system,achieving interconnectivity and coordinated control amongmultiple devices through communication network technology,large model technology,andlocal computing ca
98、pabilities.SUMMARY 6 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTOther Smart Home Products and ServicesIn addition to our core embodied AI robotic systems,we offer complementary
99、smarthome products that enhance our ecosystems functionality.These products include smartlight tools such as the SwitchBot Color Bulb,smart power tools such as the SwitchBot PlugMini for remote appliance control and energy monitoring,and smart home appliances suchas air purifiers,humidifiers,and cir
100、culator fans that can be mounted on our enhancedmobile robots.Our SwitchBot AppIn 2018,we developed and launched our own SwitchBot App,available for iOS andAndroid devices.Our SwitchBot App is designed to provide users with a user-friendly andcustomized experience to control our home embodied AI rob
101、otic system products remotelywherever they have an internet connection.The table below sets forth the cumulativenumber of users who had registered with,and the cumulative number of devices that hadbeen connected to,our SwitchBot App from its initial launch through the dates indicated.As of December
102、31,As ofthe LatestPracticableDate202220232024Cumulative number of SwitchBot App users.1,252,1382,004,2062,806,2103,100,664Cumulative number of devices connected toSwitchbot App(1).3,001,1405,387,2558,147,6279,183,913Note:(1)Certain registered users have connected more than one device to the SwitchBo
103、t App.For details of our products,please refer to the section headed Business Our Brandand Products in this document.OUR TECHNOLOGIESWe have independently developed and mastered three core embodied AI technologies:(i)robotpositioningandenvironmentconstructiontechnology,whichenablesmillimeter-level p
104、ositioning and dynamic environment modeling through multi-sensorfusion and visual reconstruction,allowing home embodied AI robotic systems to adapt tocomplex layouts and autonomously plan paths;(ii)AI machine vision control technology,which combines multi-modal large language models,vertical models,
105、and diffusion modelsto achieve millisecond-level object recognition and real-time feedback via CMOS visualsensors,widely applied in cleaning and security scenarios;and(iii)distributed neuralcontrol network technology,which features bio-inspired communication protocols to forma low-power,self-healing
106、 network that ensures coordinated whole-house responses whileautomatically adapting to different layouts and device combinations,providing thetechnological foundation for a complete smart home ecosystem.All of these coretechnologies have been successfully applied to our products.SUMMARY 7 THIS DOCUM
107、ENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTWe have achieved a virtuous cycle of algorithm iteration and scenario applicationthrough a feedback system,forming a powerful data flywheel effe
108、ct,which is set out below:EcosystemHomeautomation Domestic choresAI butlerElderlycareEnergymanagementSecurityAI Machine Vision Control Technology(Vision-Language-Action Model)Realize the perception of objects,behaviors,scenes,and emotions throughhybrid multimodal large modelsIntelligentdecision-maki
109、ng(language)Actionexecution(action)Terminalperception(vision)Distributed Neural ControlNetwork TechnologyMultimodal Large-ModelCentralized DecisionArchitectureBio-inspired NeuralCommunication ProtocolEmbodied IntelligenceControl PerformanceBuild a low-power,self-healing networkconnection with the he
110、lp of bioniccommunication protocols to realize real-timecollaborative control of home robotsData FlywheelPromote rapid and efficientiteration and optimizationof core technologiesRealize the high-precision,high-dimensional,andhigh-adaptability autonomous movement of home robotsOne-dimensional positio
111、ningTwo-dimensionalmappingThree-dimensionalconstructionRobot Positioning and EnvironmentConstruction TechnologyFor details of our technologies,please refer to the section headed Business OurTechnologies in this document.RESEARCH AND DEVELOPMENTWe have established interdisciplinary R&D capabilities t
112、hat draw upon diverse fields,including robotics,AI,IoT technology,visual algorithms,motion control,and machinelearning,whichestablishthefoundationforourcomprehensive,proprietarycoretechnologies.Our in-house R&D team strives to expand the functionalities and use casesof our home embodied AI robotic s
113、ystem products,accommodating specific needs ofvarious smart home scenarios.As of the Latest Practicable Date,we had a R&D team of219 personnel,accounting for 50.7%of our workforce,excluding assembly line workersemployed by us.In 2022,2023,and 2024,our total R&D expenses amounted to RMB61.8million,RM
114、B89.2 million and RMB112.0 million,respectively,reflecting a CAGR of34.7%over the period.These investments accounted for approximately 20%of our totalrevenue in each year during the Track Record Period.SUMMARY 8 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMU
115、STBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTSince our inception,we have independently worked on over 24 R&D projects thatresulted in the development and commercialization of our products.For details of ourresearch and development capabilities,please refer to the sec
116、tion headed Business Research and Development in this document.OUR SALES AND DISTRIBUTION NETWORKWe have established a robust omni-channel sales and distribution network that istailored to the respective markets in which our products are sold.We maintain awell-balanced online and offline sales netwo
117、rk because we believe our diversified offline andonline channels play equally significant roles in our business.Our sales and distributionnetwork generally consists of DTC channels,retailer channels and distribution channels.Under the DTC channels,we sell products directly to consumers either via a
118、number ofe-commerceplatforms,includingAmazonSC,amongothers,orourself-operatedindependent website.Under the retailer channel,we primarily sell our products to majorinternational and national retailers,including Amazon VC,which purchase productsdirectly from us and sell them to consumers.Under our dis
119、tribution channel,we mainly sellour products to distributors,which purchase products from us and subsequently distributethem to sub-distributors,and/or retailers.The following table sets forth a breakdown of our revenue by sales channel for theperiods indicated:For the year ended December 31,2022202
120、32024RMB000%RMB000%RMB000%DTC channels.101,18236.9210,96546.2303,73249.8Amazon SC.79,81729.1120,04326.3173,02028.4Self-operatedindependentwebsite.20,4607.560,79313.388,68814.5Other onlinemarketplaces.9050.330,1296.642,0246.9Retailer channels.172,11562.6204,78344.7244,82440.1Amazon VC.145,08052.8178,
121、18638.9218,63435.8Other retailers.27,0359.826,5975.826,1904.3Distribution channels.1,3000.541,5169.161,36810.1Total.274,597100.0457,264100.0609,924100.0SUMMARY 9 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING O
122、N THE COVER OF THIS DOCUMENTDuring the Track Record Period,our products were sold in more than 90 countries andregions globally,primarily in Japan,Europe and North America.The table below sets outthe breakdown of our revenue by region for the periods indicated.For the year ended December 31,20222023
123、2024RMB000%RMB000%RMB000%Japan.168,38161.4285,05762.3352,40857.7Europe.46,19316.868,73715.0130,46521.4North America.47,61417.383,48218.396,73515.9Rest of the world(1).12,4094.519,9884.430,3165.0Total.274,597100.0457,264100.0609,924100.0Note:(1)Rest of the world include over 40 countries and regions,
124、including,among others,Australia,Singapore and South Korea,each contributed relatively insignificant revenue to us during the TrackRecord Period.For details of our sales channels,please refer to the section headed Business OurSales and Distribution Network in this document.SUPPLIERSDuring the Track
125、Record Period,our suppliers primarily included raw materialsuppliers and subcontractors.For the years ended December 31,2022,2023 and 2024,purchases from our five largest suppliers amounted to RMB74.7 million,RMB58.3 millionand RMB70.6 million,accounting for 39.4%,27.6%and 19.5%,respectively,of our
126、totalpurchases,respectively,for the same years.For the years ended December 31,2022,2023and 2024,purchases from our largest supplier amounted to RMB18.3 million,RMB16.3million and RMB21.8 million,accounting for 9.7%,7.7%and 6.1%of our total purchases,respectively,for the same years.To the best knowl
127、edge of our Directors,during the Track Record Period,all of our fivelargest suppliers were Independent Third Parties.None of our Directors,their respectiveclose associates,or any Shareholder who,to the knowledge of our Directors,owns morethan 5%of our issued capital,had any interest in these supplie
128、rs during the Track RecordPeriod and up to the Latest Practicable Date.For details of our procurement and top five suppliers,please refer to the sectionheaded Business Procurement and Supply Chain Management in this document.SUMMARY 10 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE
129、AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTCUSTOMERSWe sell products to end customers,retailers,and distributors.For the years endedDecember 31,2022,2023 and 2024,revenue generated from our five largest customersamounted to RMB164.0 million,
130、RMB229.3 million and RMB289.1 million,accounting for59.6%,50.2%and 47.4%,respectively,of our total revenue,respectively,for the sameyears.For the years ended December 31,2022,2023 and 2024,revenue generated from ourlargest customer amounted to approximately RMB145.1 million,RMB178.2 million andRMB21
131、8.6 million,accounting for 52.8%,38.9%and 35.8%of our total revenue,respectively,for the same years.To the best knowledge of our Directors,during the Track Record Period,all of our fivelargest customers were Independent Third Parties.None of our Directors,their respectiveclose associates,or any Shar
132、eholder who,to the knowledge of our Directors,owns morethan 5%of our issued capital,had any interest in these customers during the Track RecordPeriod and up to the Latest Practicable Date.For details of our top five customers,please refer to the section headed Business Customers in this document.SUM
133、MARY OF HISTORICAL FINANCIAL INFORMATIONThe following is a summary of our historical financial information as of and for theyears ended December 31,2022,2023 and 2024,extracted from the Accountants Report setout in Appendix I to this document.The summary below should be read in conjunction withthe c
134、onsolidated financial information in Appendix I,including the accompanying notesand the information set forth in the section headed Financial Information in thisdocument.Our consolidated financial information was prepared in accordance with theIFRS Accounting Standards.SUMMARY 11 THIS DOCUMENT IS IN
135、 DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTSummary of Our Consolidated Statements of Profit or LossThe table below presents a summary of our consolidated statement of profit or loss andother compr
136、ehensive income for the years indicated:For the year ended December 31,202220232024RMB000RMB000RMB000Revenue.274,597457,264609,924Cost of sales.(180,458)(226,726)(294,327)Gross profit.94,139230,538315,597Other income and gains.6,7878,3429,111Selling and distribution expenses.(102,104)(136,698)(171,8
137、94)Administrative expenses.(21,006)(24,139)(32,372)Research and development expenses.(61,761)(89,192)(112,022)Impairment losses on financial assets,net.(136)(798)151Other expenses.(431)(2,100)(6,836)Finance costs.(2,422)(2,240)(4,409)Loss before tax.(86,934)(16,287)(2,674)Income tax expenses.(49)(89
138、)(400)Loss for the year.(86,983)(16,376)(3,074)Attributable to:Owners of the parent.(86,983)(16,376)(3,074)Non-IFRS MeasuresIn order to supplement our consolidated financial statements,which are presented inaccordance with IFRS,we also use Adjusted Net Loss/(Profit)(a non-IFRS measure)andadjusted EB
139、ITDA(a non-IFRS measure)as additional financial measures.We present thesefinancial measures because they are used by our management to evaluate our financialperformance by eliminating the impact of certain items that we do not consider indicative ofthe performance of our business.We also believe tha
140、t these non-IFRS measures provideadditional information to investors and others in their understanding and evaluating ourresults of operations in the same manner as they help our management and in comparingfinancial results across accounting periods and to those of our peer companies.However,our pre
141、sentation of such non-IFRS measures may not be comparable to similarly titledmeasures presented by other companies.The use of these non-IFRS measures haslimitations as an analytical tool,and you should not consider this in isolation from,oras a substitute for analysis of,our results of operations as
142、 report under IFRS.We define adjusted net loss/profit(a non-IFRS measure)as loss/profit for the yearadjusted for equity-settled share-based payment expenses.We define adjusted EBITDA(anon-IFRS measure)as EBITDA adjusted for equity-settled share-based payment expenses.The following table sets for the
143、 reconciliation of adjust net loss/profit for the year(anon-IFRS measure)and adjusted EBITDA(a non-IFRS measure)for the years indicated.SUMMARY 12 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF
144、THIS DOCUMENTFor the year ended December 31,202220232024RMB000RMB000RMB000Loss for the year.(86,983)(16,376)(3,074)Add:Equity-settled share-based payment expenses.3,3784,1814,181Adjusted net(loss)/profit for the year(a non-IFRS measure).(83,605)(12,195)1,107Add:Finance costs.2,4222,2404,409.Interest
145、 on bank loans.1,275.Interest on factored trade receivables.666749698.Interest on lease liabilities.1,7561,4912,436Income tax expenses.4989400Depreciation of property,plant and equipment.3,0055,1139,589Depreciation of right-of-use assets.10,43011,45110,988Amortization of intangible assets.2226761,64
146、6Less:Interest income.1,6471,5602,058Adjusted EBITDA(a non-IFRS measure).(69,124)5,81426,081For a detailed analysis of our operation of results during the Track Record Period,please refer to the section headed Financial Information Period to Period Comparisonof Results of Operations in this document
147、.Summary of Consolidated Statements of Cash FlowsThe table below sets forth a summary of our cash flows for the years indicated:For the year ended December 31,202220232024RMB000RMB000RMB000Net cash flows generated from/(used in)operatingactivities.(106,994)24,621(31,278)Net cash flows(used in)/gener
148、ated from investingactivities.(13,169)(13,743)(90,656)Net cash flows(used in)/generated from financingactivities.226,826(24,411)60,595Net increase/(decrease)in cash and cash equivalents106,663(13,533)(61,339)Cash and cash equivalents at beginning of year.38,706145,265130,177Effect of foreign exchang
149、e rate changes,net.(104)(1,555)(6,501)Cash and cash equivalents at end of year,represented by bank balances and cash.145,265130,17762,337SUMMARY 13 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF
150、 THIS DOCUMENTFor a detailed analysis of our cash flows during the Track Record Period,please referto the section headed Financial Information Liquidity and Capital Resources in thisdocument.Summary of Consolidated Statements of Financial PositionThe table below sets forth the key items of our conso
151、lidated statements of financialposition as of the dates indicated:As of December 31,As ofApril 30,2022202320242025RMB000RMB000RMB000RMB000UnauditedNon-current assets.46,40374,56884,53776,061Current assets.294,765299,901367,995331,308Current liabilities.109,086137,306199,737157,091Net current assets.
152、185,679162,595168,258174,217Total assets less current liabilities.232,082237,163252,795250,278Net assets.208,526196,401197,505198,552Total equity.208,526196,401197,505198,552For a detailed analysis of our assets and liabilities during the Track Record Period,please refer to the section headed Financ
153、ial Information Description of Certain KeyItems from Our Consolidated Statement of Financial Position in this document.KEY FINANCIAL RATIOSThe following table sets forth certain of our key financial ratios as at the dates and forthe years indicated:As of/for the year ended December 31,202220232024Pr
154、ofitability ratiosRevenue growth rate(%)(1).N/A66.533.4Gross profit growth rate(%)(2).N/A144.936.9Gross profit margin(%)(3).34.350.451.7Net loss margin(%)(4).(31.7)(3.6)(0.5)Adjusted EBITDA margin(%)(a non-IFRSmeasure)(5).(25.2)1.34.3Liquidity ratioCurrent ratio(6).2.72.21.8Capital ratioGearing rati
155、o(7).0.50.61.0Notes:(1)Revenue growth rate is calculated based on revenue growth for the relevant year divided by revenuefor the previous year and multiplied by 100%.SUMMARY 14 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTION
156、HEADEDWARNING ON THE COVER OF THIS DOCUMENT(2)Gross profit growth rate is calculated based on gross profit growth for the relevant year divided bygross profit for the previous year and multiplied by 100%.(3)Gross profit margin is calculated based on gross profit divided by revenue and multiplied by
157、100%.(4)Net loss margin is calculated based on loss and total comprehensive income for the year attributableto our equity shareholders divided by revenue and multiplied by 100%.(5)Adjusted EBITDA margin(non-IFRS measure)is calculated based on adjusted EBITDA(non-IFRSmeasure)divided by revenue and mu
158、ltiplied by 100%.(6)Current ratio is calculated based on total current assets divided by total current liabilities as of theend of the relevant year.(7)Gearing ratio equals total debts at the end of the year divided by total equity at the end of the year.For a detailed analysis of our key financial
159、ratios during the Track Record Period,please refer to the section headed Financial Information Key Financial Ratios in thisdocument.OUR CONTROLLING SHAREHOLDERSAs of the Latest Practicable Date,Mr.Li controlled approximately 44.53%of theshareholding interests and voting power at the shareholders mee
160、tings of our Company,comprising(1)21.82%beneficially owned by him directly;(2)8.24%beneficially owned byWonder Innovation ESOP,an employee share ownership platform controlled by Mr.Li asthe general partner;and(3)14.47%beneficially owned by Mr.Pan,in respect of which Mr.Li has the right to direct vot
161、ing and other shareholder actions of Mr.Pan pursuant to theterms of the Acting-in-concert Agreement,whereby Mr.Pan agreed to act in concert withMr.Li in relation to all matters requiring the exercise of shareholder rights and directorrights in our Company(where applicable).Upon the REDACTED and purs
162、uant to theissuance of new Shares under the REDACTED,Mr.Li will control approximatelyREDACTED%of the shareholding interests and voting power at the shareholdersmeetings of our Company,comprising(i)REDACTED%beneficially owned by Mr.Lidirectly;(ii)REDACTED%beneficially owned by Wonder Innovation ESOP;
163、and(iii)REDACTED%beneficially owned by Mr.Pan,assuming the REDACTED is notexercised.Therefore,Mr.Li,Mr.Pan and Wonder Innovation ESOP are the ControllingShareholder Group as of the Latest Practicable Date and upon the REDACTED.PRE-REDACTED INVESTMENTTo fund our strategic growth and broaden our share
164、holder base,we have conductedseveral rounds of Pre-REDACTED Investments since the establishment of WoanTechnology and our Company.For details,see History and Corporate Structure Pre-REDACTED Investments in this document.SUMMARY 15 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND T
165、HATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTAPPLICATION FOR REDACTED ON THE STOCK EXCHANGEWe have applied to the REDACTED committee of the REDACTED under Rule8.05(3)of the Listing Rules for the granting of the REDACTED of,and permission toREDACTED
166、,our H Shares to be issued pursuant to the REDACTED and the H sharesto be converted from the Domestic REDACTED Shares on the basis that,among otherthings,we satisfy the market capitalization/revenue test under Rule 8.05(3)of the ListingRules with reference to(i)our revenue of RMB609.9 million(equiva
167、lent to approximatelyHK$657.2 million)for the year ended December 31,2024,which exceeds HK$500 million;and(ii)our expected market capitalization at the time of REDACTED,which,based onthe REDACTED of HK$REDACTED per REDACTED(being the mid-point of theindicativeREDACTEDrangeofHK$REDACTEDtoHK$REDACTEDp
168、erREDACTED).DIVIDENDSNo dividend was paid or declared by our Company during the Track Record Period.We currently do not have a dividend policy.There is no expected or pre-determineddividend payout ratio after the REDACTED.Once the Company becomes steadilyprofitable and achieves positive operating ca
169、sh flow,we will consider implementing adividend policy,which will be subject to a number of factors,including our revenue andprofit,financial position,cash requirements,business plans,future prospects,prevalentmarket conditions,statutory and regulatory restrictions,and other factors that our Boardma
170、y deem relevant.The payment and the amount of any future dividends will be at thediscretion of our Board.Holders of our Shares will be entitled to receive such dividends prorata according to the amounts paid up on our Shares.The dividend policy,onceimplemented,will be reviewed by our Board from time
171、 to time.REDACTEDREDACTED represent professional fees,REDACTED and other fees incurred inconnection with the REDACTED.We estimate that our total REDACTED(includingREDACTED)willbeapproximatelyRMBREDACTEDmillion(equivalenttoHK$REDACTEDmillion).TheestimatedREDACTEDofapproximatelyRMBREDACTED million are
172、 expected to be charged to our consolidated statements ofprofit or loss for the year ending 2025,and the remaining REDACTED of approximatelyRMBREDACTED million are expected to be deducted from equity upon REDACTED.TheREDACTEDareexpectedtoconsistofRMBREDACTEDmillionforREDACTED fees,sponsor fees and R
173、EDACTED fees,and RMBREDACTEDmillion for non-REDACTED-related expenses(including fees and expenses of legaladvisors and the reporting accountant of RMBREDACTED million and other fees andexpenses of RMBREDACTED million).SUMMARY 16 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THA
174、TTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTED STATISTICSThe statistics in the following table are based on the assumptions that(i)theREDACTED is completed and REDACTED Shares are issued in the REDACTED;and(ii)the REDACTED is not exercised:Bas
175、ed on anREDACTED ofHK$REDACTEDBased on anREDACTED ofHK$REDACTEDBased on anREDACTED ofHK$REDACTEDMarket capitalization(HK$in million).REDACTEDREDACTEDREDACTEDREDACTED adjusted consolidated nettangible assets per Share of our Companyattributable to owners of our Company.REDACTEDREDACTEDREDACTEDNotes:(
176、1)The calculation of market capitalisation and REDACTED adjusted consolidated net tangibleassets per Share is based on a total of REDACTED Shares in issue immediately upon completionof the REDACTED,without taking into account any exercise of the REDACTED.(2)The REDACTED adjusted consolidated net tan
177、gible assets per Share was calculated afteradjustments as specified in Appendix II to this document.FUTURE PLANS AND USE OF REDACTEDWe estimate that the REDACTED of the REDACTED,after deducting theestimated REDACTED REDACTED and other fees and expenses paid and payable byus in connection with the RE
178、DACTED,will be approximately HK$REDACTEDmillion,assuming an REDACTED of HK$REDACTED per H Share(being themid-point of the indicative range of the REDACTED of HK$REDACTED toHK$REDACTED per H Share),and that the REDACTED is not exercised.We intend to use the REDACTED from the REDACTED for the purposes
179、 and inthe amounts set out below:.ApproximatelyHK$REDACTEDmillion,representingapproximatelyREDACTED%of the REDACTED of the REDACTED will be used tocontinuouslyenhanceourR&Dcapabilitiestofurtherdevelopthekeytechnologies relating to and products within our home embodied AI roboticsystems.Approximately
180、HK$REDACTEDmillion,representingapproximatelyREDACTED%of the REDACTED of the REDACTED,will be used forthe expansion of our sales channels and geographic coverage and enhance ourbrand awareness globally.SUMMARY 17 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMU
181、STBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.ApproximatelyHK$REDACTEDmillion,representingapproximatelyREDACTED%of the REDACTED of the REDACTED,will be used torepay a portion of our outstanding bank loans within 12 months from theREDACTED.ApproximatelyHK$REDACTEDmill
182、ion,representingapproximatelyREDACTED%of the REDACTED of the REDACTED,will be used forgeneral working capital and corporate purposes.Please refer to the section headed Future Plans and Use of REDACTED in thisdocument for more details.RISK FACTORSOur business operations and the REDACTED involve certa
183、in risks and uncertainties.Please refer to the section headed Risk Factors in this document for further information.Some of the major risk factors are set forth as follows:.There are uncertainties in the future market demand for home embodied AIrobotic system products,and our order-by-order sales mo
184、del presents additionalrisks to our business growth.The home embodied AI robotic system market is still emerging and may not growas rapidly as anticipated,which could adversely affect our business prospects.We have invested heavily in R&D for embodied AI robotic technologies,but theseinvestments fac
185、e significant risks and uncertainties that could materially affectour business prospects.We have operations in a number of different countries and jurisdictions,which aresubject to legal,regulatory,operational and other risks inherent in internationaland cross-border operations.Our business relies,a
186、nd may continue to rely,on certain prominent e-commerceplatforms,in particular,Amazon,for its operations,and is exposed to variousrisks associated with operating on these platforms.The home embodied AI robotic system industry is becoming increasinglycompetitive.If we fail to compete successfully,our
187、 business,financial conditionand results of operations may be materially and adversely affected.Our business is dependent on the strengths and market acceptance of our brand.Ifwe fail to maintain,promote and enhance our brand,our business prospect maybe adversely affected.SUMMARY 18 THIS DOCUMENT IS
188、 IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENT.Alternative technologies,evolving standards and uncertain public acceptance ofAI technologies pose risks to our home embodied AI robotic system busin
189、ess.We may face shortages of key raw materials,which could disrupt our production,increase our costs,and adversely affect our business operations and financialperformance.Our business could be materially and adversely affected if we fail to successfullyadapt our SwitchBot App to consumer requirement
190、s or maintain compatibilitywith third-party products and services.LEGAL PROCEEDINGS AND COMPLIANCEFrom time to time,we may become involved in legal proceedings in the ordinary courseof our business.During the Track Record Period and up to the Latest Practicable Date,wehad not been and were not a par
191、ty to any material legal,arbitral or administrativeproceedings,and we were not aware of any pending or threatened legal,arbitral oradministrative proceedings against us or our Directors that could,individually or in theaggregate,have a material adverse effect on our business,financial condition,and
192、results ofoperations.We are subject to various regulatory requirements and guidelines issued by regulatoryauthorities in China and other major jurisdictions where our products are sold.During theTrack Record Period and as of the Latest Practicable Date,we did not commit any materialand systemic non-
193、compliance of the laws and regulations,and we did not experience anymaterial non-compliance incident,which taken as a whole,in the opinion of our Directors,is likely to have a material and adverse effect on our business,results of operations orfinancial condition.As advised by our PRC Legal Advisers
194、,during the Track RecordPeriod and up to the Latest Practicable Date,we had complied with the relevant laws andregulations in all material respects.RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGENew Product LaunchIn May 2025,we became the first and the only company in the world to launch AI Hubth
195、at integrates large-scale,pre-trained language models with edge computing,enablingmulti-source perception and autonomous decision-making in multiple scenarios.It can alsocollaborate with other home embodied AI robotic system products to complete variousfunctions.U.S.TariffsIn February 2025,the U.S.i
196、mposed significant tariffs on imports from China inFebruary 2025,followed by further measures.These measures prompted reciprocal tariffsfrom China and other countermeasures.However,as of the Latest Practicable Date,theU.S.and China reached a tentative agreement to temporarily defer the implementatio
197、n ofnew tariffs measures for at least 90 days,which is expected to end on August 12,2025.TheSUMMARY 19 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTU.S.tariff and trade policies a
198、re subject to constant changes,influenced by evolvinggeopolitical dynamics,economic priorities and regulatory agenda,and such policies may beamended,expanded,or replaced with little or no advance notice.While we do not believesuch tariffs will materially and adversely affect our business operations
199、and financialperformance,we will closely monitor the developments relating to such tariffs.AfterperformingsufficientduediligenceworkwhichourDirectorsconsiderappropriate and after due and careful consideration,our Directors confirm that,up tothe Latest Practicable Date,there has been no material adve
200、rse change in our financial ortrading position or prospects since December 31,2024,being the date on which our latestaudited consolidated financial statements were prepared,and there is no event sinceDecember 31,2024 which would materially affect the information as set out in theAccountants Report i
201、n Appendix I to this document.SUMMARY 20 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTIn this document,unless the context otherwise requires,the following terms andexpressions hav
202、e the meanings set forth below.Accountants Reportthe accountants report of our Group for the Track RecordPeriod as set out in Appendix I to this documentActing-in-concertAgreementthe acting in concert agreement dated September 8,2022 enteredinto between Mr.Li and Mr.Pan,details of which are set out
203、inthe section headed History and Corporate Structure in thisdocumentaffiliate(s)with respect to any specific person,any other person,directly orindirectly,controlling or controlled by or under direct or indirectcommon control with such specified personAFRCthe Accounting and Financial Reporting Counc
204、il of Hong KongAmazonA.Inc.and its subsidiariesAmazon SCAmazonSellerCentralProgram,aplatformthatenablesthird-partysellerstolistandsellproductsdirectlytoconsumers through the Amazon marketplaceAmazon VCAmazon Vendor Central Program,a platform that allowsmanufacturersanddistributorstosellproductswhole
205、saledirectlytoAmazon,whichthenresellstheseproductstoconsumersArticles or Articlesof Associationthe articles of association of our Company,which shall becomeeffective upon REDACTED,as amended from time to time,asummary of which is contained in Appendix V to this documentASPaverage selling priceassoci
206、ate(s)has the meaning ascribed thereto under the Listing RulesAudit Committeethe audit committee of the BoardAuthorizedRepresentativesthe authorized representatives of our Company for the purposeof Rule 3.05 of the Listing RulesBoard or Board ofDirectorsthe board of directors of our CompanyBrizan Ve
207、ntures VBrizanVenturesVLP,anexemptedlimitedpartnershipregistered under the laws of Cayman Island on January 8,2025and a Pre-REDACTED Investor controlled by Professor Koand Mr.Kwong U Hoi Andrew(鄺宇開)DEFINITIONS 21 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONM
208、USTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTbusiness day(s)any day(other than a Saturday,Sunday or public holiday inHong Kong)on which banks in Hong Kong are generally openfor normal banking businessCAGRcompound annual growth rateREDACTEDREDACTEDREDACTEDREDACTEDCha
209、irmanthe chairman of our BoardChina or PRC ormainland Chinathe Peoples Republic of China excluding for this purpose of thisdocument,Hong Kong,Macau Special Administrative Region ofthe Peoples Republic of China and Taiwan regionclose associate(s)has the meaning ascribed thereto under the Listing Rule
210、sCompaniesOrdinancethe Companies Ordinance(Chapter 622 of the Laws of HongKong),as amended,supplemented or otherwise modified fromtime to timeCompanies(WUMP)Ordinancethe Companies(Winding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of Hong Kong),as amended,supplemented or otherw
211、ise modified from time to timeCompany or ourCompanyWoan Innovation Technology(Shenzhen)Co.,Ltd.*(臥安創新科技（深圳）有限公司),a limited liability company established inthe PRC on October 18,2018 and converted into a joint stocklimited company on April 25,2025Company Law orPRC CompanyLawthe Company Law of the Peo
212、ples Republic of China(中華人民共和國公司法)asamended,supplementedorotherwisemodified from time to timeconnected person(s)has the meaning ascribed to it under the Listing Rulesconnectedtransaction(s)has the meaning ascribed to it under the Listing RulesControllingShareholder(s)orControllingShareholder Groupha
213、s the meaning ascribed to it under the Listing Rules and unlessthe context requires otherwise,refers to Mr.Li,Mr.Pan andWonder Innovation ESOP,as further detailed in the sectionheaded Relationship with Our Controlling Shareholder Groupin this documentDEFINITIONS 22 THIS DOCUMENT IS IN DRAFT FORM,INC
214、OMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTcore connectedperson(s)has the meaning ascribed to it under the Listing RulesCorporate GovernanceCodethe Corporate Governance Code set out in Appendix C1 to theListing
215、RulesCOVID-19COVID-19 virus,a coronavirus identified as the cause of anoutbreak of respiratory illness that believed to have first emergedin late 2019CSDCCChina Securities Depository and Clearing Corporation Limited(中國證券登記結算有限責任公司)CSRCChina Securities Regulatory Commission(中國證劵監督管理委員會)Director(s)the
216、 director(s)of our CompanyDongguan YunheDongguan Yunhe Equity Investment Company Limited(東莞蘊和股權投資有限公司),a limited liability company establishedunder the laws of the PRC on December 20,2017 and aPre-REDACTED Investor which is ultimately controlled byProfessor Li,our non-executive DirectorDTCdirect-to-
217、customerEarly 2021 CapitalIncreasethe financing of our Company completed in May 2021,details ofwhich are set out in the section headed History and CorporateStructure in this documentEITenterprise income taxEIT Lawthe Enterprise Income Tax Law of the PRC(中華人民共和國企業所得稅法),as amended,supplemented or othe
218、rwise modifiedfrom time to timeESGenvironmental,social,and corporate governanceREDACTEDREDACTEDExtreme Conditionsextremeconditionsincludingbutnotlimitedtoseriousdisruptionofpublictransportservices,extensiveflooding,majorlandslidesorlarge-scalepoweroutageaftersupertyphoons as announced by the governm
219、ent of Hong KongDEFINITIONS 23 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDREDACTEDFrost&SullivanFrost&Sullivan(Beijing)Inc.,Shanghai Branch Co.,a marketresearch and cons
220、ulting company,which is an Independent ThirdPartyFrost&SullivanReportan independent market research report commissioned by ourCompany on the global home robot industry and the globalhome embodied AI robotic system and prepared by Frost&Sullivan,asreferredtointhesectionheadedIndustryOverview in this
221、documentGFAgross floor areaREDACTEDREDACTEDGroup,our Group,the Group,we,us,or ourour Company and its subsidiaries from time to time,or,wherethe context so requires in respect of the period before ourCompanybecametheholdingcompanyofourpresentsubsidiaries,the entities or the predecessors of the presen
222、tsubsidiaries(as the case may be)which carried on the business ofthe present Group at the relevant timeGSAgross site areaREDACTEDREDACTEDREDACTEDREDACTEDHK$,Hong Kongdollars or HKDHong Kong dollars,the lawful currency of Hong KongREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 24 THIS DOCUMENT IS IN DRA
223、FT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDHong Kong or HKthe Hong Kong Special Administrative Region of the PRCHong Kong ListingRules or ListingRulesth
224、e Rules Governing the Listing of Securities on The StockExchange of Hong Kong Limited(as amended from time to time)REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 25 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUST
225、BEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDREDACTEDREDACTEDREDACTEDIASInternational Accounting StandardsIFRS(s)InternationalFinancialReportingStandardswhichincludestandards and interpretations promulgated by the InternationalAccounting Standards BoardIndepend
226、ent ThirdParty(ies)person(s)or company(ies)and their respective ultimate beneficialowner(s),who/which,to the best of our Directors knowledge,information and belief,having made all reasonable enquiries,is/are not connected(within the meaning of the Listing Rules)withour CompanyIEEEInstitute of Electr
227、ical and Electronics EngineersREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDDEFINITIONS 26 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDR
228、EDACTEDREDACTEDREDACTEDJoint SponsorsGuotai Junan Capital Limited and Huatai Financial Holdings(Hong Kong)Limited(in alphabetical order)REDACTEDREDACTEDLatest PracticableDateJune 3,2025,being the latest practicable date for the purpose ofascertaining certain information contained in this documentpri
229、or to its publicationREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDMain Boardthe stock exchange(excluding the option market)operated by theStock Exchange which is independent from and operated inparallel with the GEM of the Stock ExchangeMIITThe Ministry of Industry and Information Technology of t
230、hePRC(中華人民共和國工業和信息化部)MOFthe Ministry of Finance of the PRC(中華人民共和國財政部)MOFCOMthe Ministry of Commerce of the PRC(中華人民共和國商務部)DEFINITIONS 27 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCU
231、MENTMr.LiMr.Li Zhichen(李志晨),our co-founder,chairman of ourBoard,the chief executive officer of our Company and anexecutive Director,and a member of the Controlling ShareholderGroupMr.PanMr.Pan Yang(潘陽),our co-founder,executive Director and thechief technology officer of our Company,and a member of t
232、heControlling Shareholder GroupNDRCNational Development and Reform Commission of the PRC(中華人民共和國國家發展和改革委員會)NominationCommitteethe nomination committee of the BoardREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDPBOCthe Peoples Bank of China(中國人民銀行)PRC GAAPgenerally accepted accountin
233、g principles of PRCDEFINITIONS 28 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTPRC government orStatethe Central Peoples Government of the PRC,including allgovernmental subdivisio
234、ns(including provincial,municipal andotherregionalorlocalgovernmententities)andtheirinstrumentalities or,where the context requires,any of themPRC Legal AdvisersBeijing Jingtian&Gongcheng Law Firm,the legal advisers ofourCompanyastoPRClawsinconnectionwiththeREDACTEDPre-REDACTEDInvestment(s)the inves
235、tments made by the Pre-REDACTED Investors in ourGroup,details of which are set out in History and CorporateStructure Pre-REDACTED Investments in this documentPre-REDACTEDInvestor(s)the pre-REDACTED investors of our Company,details ofwhich are set out in History and Corporate Structure Pre-REDACTED I
236、nvestments in this documentREDACTEDREDACTEDREDACTEDREDACTEDProfessor KoProfessor KO Ping Keung(高秉強),our non-executive Directorand one of the ultimate controller of Brizan Ventures V,ourPre-REDACTED Investor,details of which are set out inHistoryandCorporateStructurePre-REDACTEDInvestments in this do
237、cumentProfessor LiProfessor LI Zexiang(李澤湘),our non-executive Director andthe ultimate controller of Songshan Lake Robot Institute,YinghuIntelligentandDongguanYunhe,ourPre-REDACTED Investors,details of which are set out inHistoryandCorporateStructurePre-REDACTEDInvestments in this documentdocumentth
238、is document being issued in connection with the REDACTEDProvincea province or,where the context requires,a provincial levelautonomous region or municipality,under the direct supervisionof the central government of the PRCR&Dresearch and developmentDEFINITIONS 29 THIS DOCUMENT IS IN DRAFT FORM,INCOMP
239、LETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTRegulation SRegulation S under the U.S.Securities ActRemuneration andAppraisalCommitteethe remuneration and appraisal committee of the BoardReportingAccountantsErnst&Young
240、,the reporting accountants of our CompanyRMBRenminbi,the lawful currency of the PRCSAFEthe State Administration of Foreign Exchange of the PRC(中華人民共和國國家外匯管理局),thePRCgovernmentalagencyresponsibleformattersrelatingtoforeignexchangeadministration,including local branches,when applicableSATState Adminis
241、tration of Taxation(國家稅務總局)SCNPCthe Standing Committee of the National Peoples Congress(全國人民代表大會常務委員會)Series AngelFinancingthe financing of Woan Technology completed in October 2017,details of which are set out in the section headed History andCorporate Structure in this documentSeries A Financingth
242、e financing of our Company completed in July 2020,details ofwhich are set out in the section headed History and CorporateStructure in this documentSeries A+Financingthe financing of our Company completed in February 2021,details of which are set out in the section headed History andCorporate Structu
243、re in this documentSeries B Financingthe financing of our Company completed in November 2021,details of which are set out in the section headed History andCorporate Structure in this documentSeries B+Financingthe financing of our Company completed in March 2022,detailsof which are set out in the sec
244、tion headed History andCorporate Structure in this documentSeries C Financingthe financing of our Company conducted in May 2025,details ofwhich are set out in the section headed History and CorporateStructure in this documentSeries Pre-AFinancingthe financing of our Company completed in December 201
245、8,details of which are set out in the section headed History andCorporate Structure in this documentDEFINITIONS 30 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTSFCthe Securities a
246、nd Futures Commission of Hong KongSFOthe Securities and Futures Ordinance(Chapter 571 of the LawsofHongKong),asamended,supplementedorotherwisemodified from time to timeShare(s)ordinary share(s)with nominal value of RMB0.10 each in theshare capital of our Company,comprising our REDACTEDShares and our
247、 H SharesShareholder(s)holder(s)of SharesShare Subdivisionthe subdivision of our Shares whereby each of our Shares with anominal value of RMB1.00 each shall be sub-divided into 10Shares with a nominal value of RMB0.10 each,and such ShareSubdivisionshalltakeeffectimmediatelybeforetheREDACTED,the deta
248、ils of which are set out in the sectionheaded History and Corporate Structure in this documentSongshan Lake RobotInstituteDongguan Songshan Lake International Robot Research InstituteCo.,Ltd(東莞松山湖國際機器人研究院有限公司),alimitedliability company established under the laws of the PRC onFebruary 1,2016 and a Pr
249、e-REDACTED Investor which isultimately controlled by Professor Li,our non-executive Directorsq.m.square metersREDACTEDREDACTEDState Councilthe State Council of the PRC(中華人民共和國國務院)Stock ExchangeThe Stock Exchange of Hong Kong Limitedsubsidiary(ies)has the meaning ascribed thereto in section 15 of the
250、 CompaniesOrdinancesubstantialshareholder(s)has the meaning ascribed to it under the Listing RulesSwitchBot JPSWITCHBOT Co.,Ltd.(SWITCHBOT株式会社),a privatelimited liability company incorporated under the laws of Japanon September 24,2020.As of the Latest Practicable Date,SwitchBot JP was held by us as
251、 to 100%SwitchBot USSWITCHBOT INC,a corporation organized under the GeneralCorporation Law of the State of Delaware,the United States,onOctober 11,2021.As of the Latest Practicable Date,SwitchBotUS was held by us as to 100%DEFINITIONS 31 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANG
252、E AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTTakeovers Codethe Hong Kong Codes on Takeovers and Mergers and ShareBuy-backs issued by the SFC,as amended,supplemented orotherwise modified from time to timeTrack Record Periodthe years ended Dec
253、ember 31,2022,2023 and 2024REDACTEDREDACTEDREDACTEDREDACTEDREDACTEDREDACTEDU.S.or UnitedStatesthe United States of America,its territories,its possessions andall areas subject to its jurisdictionUS$or U.S.dollarUnited States dollars,the lawful currency of the United StatesU.S.Securities Actthe Unite
254、d States Securities Act 1933,as amended,supplementedor otherwise modified from time to timeVATValue-added taxREDACTEDREDACTEDREDACTEDREDACTEDWoan HKWoanTechnologyLimited(臥安科技有限公司),aprivatecompany limited by shares incorporated under the laws ofHong Kong on May 4,2020.As of the Latest Practicable Dat
255、e,Woan HK was held by us as to 100%Woan TechnologyWoan Technology(Shenzhen)Co.,Ltd.*(臥安科技（深圳）有限公司),a limited liability company established under the laws of thePRC on January 22,2015.As of the Latest Practicable Date,Woan Technology was held by us as to 100%DEFINITIONS 32 THIS DOCUMENT IS IN DRAFT F
256、ORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTWonder InnovationESOPWonderInnovationTechnology(Shenzhen)Partnership(LimitedPartnership)(萬德創新科技（深圳）合夥企業（有限合夥）),a limited liability partnership established under
257、the lawsof the PRC on May 27,2017 and an employee share ownershipplatform controlled by Mr.Li as its general and executivemanaging partnerWonderlabs HKWonderlabsLimited(萬德創新科技有限公司),aprivatecompany limited by shares incorporated under the laws ofHong Kong on March 16,2018.As of the Latest Practicable
258、Date,Wonderlabs HK was held by us as to 100%Wonderlabs USWONDERLABS,Inc.,acorporationorganizedundertheGeneral Corporation Law of the State of Delaware,the UnitedStates,on January 23,2017.As of the Latest Practicable Date,Wonderlabs US was held by us as to 100%Yinghu IntelligentYinghu Intelligent Tec
259、hnology Company Limited(盈湖智能科技有限公司),a limited liability company established under the lawsof the PRC on May 23,2018 and a Pre-REDACTED Investorwhich is ultimately controlled by Professor Li,our non-executiveDirector%per centCertain amounts and percentage figures included in this document have been s
260、ubject torounding adjustments.Accordingly,figures shown as totals in certain tables may not be anarithmetic aggregation of the figures preceding them.In this document,unless otherwise stated,certain amounts denominated in RMB havebeen translated into Hong Kong dollars or U.S.dollars at an exchange r
261、ate of RMB0.92813=HK$1.00 or RMB7.20140=US$1.00,respectively,for illustration purpose only.Suchconversions shall not be construed as representations that amounts in RMB were or could havebeen or could be converted into Hong Kong dollars or U.S.dollars at such rates or any otherexchange rates on such
262、 date or any other date.If there is any inconsistency between this document and the Chinese translation of thisdocument,this document shall prevail.If there is any inconsistency between the names of anyof the entities,laws and regulations mentioned in this document which are not in the Englishlangua
263、ge and their English translations,the names in their respective original languages shallprevail.The English translations are marked with*for identification purpose only.Unless otherwise specified,all relevant information in this document assumes no exerciseof the REDACTED.DEFINITIONS 33 THIS DOCUMEN
264、T IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTThis glossary of technical terms contains explanations of certain terms used in thisdocument as they relate to our Company and as they are used in
265、 this document in connectionwith our business or us.These terms and their given meanings may not correspond tostandard industry definitions.adaptive topologynetworkinga network architecture that dynamically adjusts its structure androuting paths based on changing conditions,enabling efficientcommuni
266、cationbetweenmultipledevicesinsmarthomeenvironments with minimal latency and enhanced reliabilityAIartificial intelligenceAI machine visioncontrol technologytechnology that enables robots to perceive and interpret visualinformation from their environment using artificial intelligencealgorithms,allow
267、ing for accurate object recognition,spatialawareness,and context-based decision-making in home scenariosautonomous learningthe capability of AI systems to independently acquire knowledge,improve performance,and adapt to new situations withoutexplicithumanprogramming,typicallythroughanalyzingpatterns
268、 in data and environmental interactionsBLEbluetoothlowenergy,awirelesspersonalareanetworktechnologycloud-basedreferring to applications,services,or resources that are deliveredand accessed over the internet rather than being hosted locally,allowing for remote data processing,storage,and managementcl
269、oud computingthe delivery of computing services,such as servers,storage,databases,networking,software,analytics,and intelligence,overthe internetCMOScomplementary metal-oxide-semiconductor,a technology used inconstructing integrated circuit chips,particularly for imagesensors in robotic vision syste
270、mscommunicationprotocola set of rules and standards that define how data is transmittedand received between electronic devices,ensuring consistent andreliable information exchangedexterous hand-mimicrobotdesigned for home living scenarios,these robotic productssimulate the functional movements of hu
271、man fingers andwristsusingroboticstechnologytoperformphysicalinteractionslikepressing,dialing,androtating.Typicalproducts include finger robots,lock robots and curtain robotsGLOSSARY OF TECHNICAL TERMS 34 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREA
272、DINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTdiffusion modela type of generative AI model that creates data by graduallytransforming random noise into a coherent output through aniterative denoising process,enabling robots to generate novelsolutions to complex tasksdistribu
273、ted neuralcontrol networktechnologyadecentralizedsystemthatdistributesAIprocessinganddecision-makingacrossmultipleinterconnectednodesinarobotic system,allowing for more efficient task execution,faulttolerance,and scalable control architectureEBITDAearnings before interest,taxes,depreciation,and amor
274、tizationedge intelligence oredge computingthe deployment of computing resources and AI capabilitiesdirectly on or near devices where data is generated,reducinglatency and bandwidth usage by processing information locallybefore transferring selected data to cloud systemsenhanced mobilerobotthis refer
275、s to robots that expand home automation capabilitiesthrough multi-functional combinations such as whole-housepatrolling with cameras or refilling humidifiers by mimickinghuman foot movements.Designed for scenario extension,theyintegratecompoundfunctions(e.g.,sweeping+objecttransport)to enhance smart
276、 home ecosystemsexecution-enhancedrobotexecution-enhanced robot is a mechanical product specificallydesigned for home living scenarios.By leveraging technologiessuch as motion control and mechanical engineering,it utilizesrobotics to simulate the movements of human hands andfeet,enabling physical in
277、teraction.As the motion executioncomponent of an AI embodied robotic system,it can replicatehuman actions,freeing users from manual tasks.Throughintegrationwithperceptionanddecision-makingcontrolsystems,therobotcanperformmorecomplexhomeautomation tasks,making household life smarter and moreefficient
278、general homeroboticshubproducts:communicationhubsprimarilydesignedforconnectivity,without local computing capabilities;executionproducts:home robots that can only connect to communicationhubs,as well as those that can connect to smart decision-makinghubsbutlackenhancedfunctionalities.Examplesinclude
279、cameraswithoutedgecomputingorpreprocessing,smartlighting control systems,smart speaker systems,and householdrobotsGLOSSARY OF TECHNICAL TERMS 35 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF TH
280、IS DOCUMENThome embodied AIrobotic systemin modern smart home environments,advanced robotic systemscombineAIdecision-making,roboticactuation,andIoTconnectivity to achieve remarkably human-like functionality.These systems precisely mimic human dexterity(through robotichands and limbs),mobility(via ad
281、aptive locomotion systems),and cognitive processing(including,among others,but notlimited to eye and skin).The integration of multi-modal sensorsincluding3Dvision,tactilefeedback,andenvironmentalscanners enables seamless real-world interaction.By leveragingedge computing and distributed IoT networks
282、,the systemmaintains continuous situationalawareness while executingcomplex domestic tasks.This technological synergy ultimatelycreates responsive,context-aware home assistants that learn andadapt to residents unique living patternshome robotsin daily home living scenarios,home robots are integrated
283、 withartificial intelligence(AI),robotics,and sensor technology.Theycanconnectwithacommunicationhuborasmartdecision-makinghubandoperateunderitscontroltoautonomously complete household tasks and routinesIMUinertial measurement unit,a device that measures and reports abodys specific force,angular rate
284、,and sometimes orientation,usingacombinationofaccelerometers,gyroscopes,andsometimes magnetometersIoTinternet of things,the network of physical objects embedded withsensors,software,and other technologies for connecting andexchanging data with other devices and systems over the internetIRinfrared,el
285、ectromagnetic radiation with wavelengths longer thanthose of visible light,used in sensing,communication,and heatdetection in robotic systemsITinformation technologyLIDARlight detection and ranging,a remote sensing method that useslight in the form of a pulsed laser to measure ranges to createprecis
286、e,three-dimensional information about the surroundingenvironmentmeta-learninga machine learning approach where systems learn how to learn,developing the ability to quickly adapt to new tasks with minimaldata by leveraging knowledge gained from previous learningexperiencesGLOSSARY OF TECHNICAL TERMS
287、36 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTmotion controlthe technology governing the precise movement of roboticcomponentsthroughalgorithmsthatcoordinatevelocity,acceleratio
288、n,and positioning to achieve smooth and accuratemechanical actionsmulti-level robot taskarchitecturea hierarchical framework that organizes robotic tasks intodifferent levels of abstraction.from high-level goal planning tomid-level action sequencing to low-level motion execution,enablingefficienttas
289、kcompletionthroughstructureddecompositionneural networka computational model that imitates the structure of humanbrain neurons.Through communication links between devicesandlearningviarelevantdataalgorithms,itachievesautonomous decision-making and intelligent control amonghome devicesNFCnear-field c
290、ommunication,a set of communication protocols thatenables communication between two electric devices within closeproximity,usually within 4 centimetresNPUneural processing unit,a specialized computer microprocessordesigned to mimic the processing function of the human brainperception anddecision-mak
291、ingsystemthesensorydevicesandsmarthubformtheintelligentdecision-making core of AI-powered home robots,mimickinghuman brain,skin and eye functions for household applications.Thisperception-decisionsystemenablesmulti-devicecoordination through shared computing power and AI-poweredvisual processing,dyn
292、amically prioritizing tasks like cleaningand security while continuously optimizing decisions via machinelearning.By integrating edge-cloud computing with adaptivealgorithms and knowledge graphs,it creates a self-improvingsmart home ecosystem with autonomous learning capabilitiesreinforcementlearnin
293、gan interdisciplinary area of machine learning where an agentlearns to make decisions by performing actions and receivingfeedback in the form of rewards or penaltiesrobot(s),robotic(s)orrobotic product(s)means an actuated mechanism programmable in two or moreaxes with a degree of autonomy(i.e.the ab
294、ility to performintended tasks based on current state and sensing,withouthuman intervention),moving within its environment,to performintended tasksGLOSSARY OF TECHNICAL TERMS 37 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIO
295、NHEADEDWARNING ON THE COVER OF THIS DOCUMENTrobot positioning andenvironmentconstructiontechnologytechnology that enables robots to accurately determine theirlocationwithinphysicalspacesandbuilddetaileddigitalrepresentations of their surroundings,facilitating navigationand interaction with objectsro
296、botic motionplanningand controlrobotic motion planning and control refers to the process ofbreaking down a desired movement task into discrete motionsthat satisfy movement constraints and optimize some aspect ofthe movementself-healing networka network system capable of automatically detecting,diagn
297、osing,and repairing connectivity issues or failures without humanintervention,ensuring continuous communication between smarthome devicesSim2Reala technical approach that transfers knowledge from real-worldenvironments to simulations and back again,allowing robots tolearn safely in virtual environme
298、nts before applying those skillsin physical spacesSLAMsimultaneous localization and mappingsmart homeproduct(s)smart home products refer to a new generation of home serviceproducts that integrate advanced intelligent IoT devices,controlchips,communicationtechnologiesandotherintelligenttechnologies.S
299、mart home products can usually achieve remotecontrol,automated management or intelligent responses in anintelligent way,and can automatically adjust according to usersneeds and changes in the environment,providing consumers withmore convenient,comfortable and safe living experiencesSPUStandard produ
300、ct unit,a standardized classification of productsthat share common attributes,specifications or functionalityregardless of variations in size,color or packagingTOpstera operations per second,a measure of computing performanceindicating the ability to process one trillion operations persecond,often u
301、sed to quantify AI processing capabilitiesvisual algorithmmathematical procedures and computational methods used toprocess,analyze,and interpret visual data from cameras andother optical sensors,enabling robots to recognize objects andunderstand their environmentvision-language-actionmodel or VLAmod
302、elan integrated AI framework that connects visual perception,natural language understanding,and physical action execution,allowing robots to interpret visual scenes,understand verbalinstructions,and perform appropriate physical responsesGLOSSARY OF TECHNICAL TERMS 38 THIS DOCUMENT IS IN DRAFT FORM,I
303、NCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTThis document contains certain forward-looking statements and information relatingto us and our subsidiaries that are based on the beliefs of our management as well a
304、sassumptions made by and information currently available to our management.When usedin this document,the words anticipate,believe,could,estimate,expect,forecast,going forward,intend,may,ought to,plan,project,seek,should,will,would,wish and similar expressions,as they relate to our Companyor our mana
305、gement,are intended to identify forward-looking statements.Such statementsreflect the current views of our Companys management with respect to future events,operations,liquidity and capital resources,some of which may not materialize or maychange.These forward-looking statements are subject to certa
306、in risks,uncertainties andassumptions,including the other risk factors as described in this document.Although webelieve that our expectations expressed in these forward-looking statements are reasonable,our expectations may later be found to be incorrect.Our actual results could be materiallydiffere
307、nt from our expectations.Important risks and factors that could cause our actualresults to be materially different from our expectations are generally set forth in RiskFactors,Business,Financial Information and other sections in this document.Youshould read thoroughly this document with the understa
308、nding that our actual future resultsmay be materially different from and worse than what we expect.You are strongly cautioned that reliance on any forward-looking statements involvesknown and unknown risks and uncertainties.The risks and uncertainties facing ourCompany that could affect the accuracy
309、 of forward-looking statements include,but are notlimited to,the following:.our business strategies,plans,objectives and goals and our ability to implementsuch strategies,plans,objectives and goals;.our business operations and prospects;.our future business development,financial conditions and resul
310、ts of operations;.the expected growth of the global home robot industry and home embodied AIrobotic system industry and the markets in which we operate;.our expectations regarding the demand for our products;.our ability to maintain good relationships with our business partners;.our ability to manag
311、e our risk exposure;.changes to regulatory and operating conditions in the industry and markets inwhich we operate;.the future developments,trends and conditions(including economic,political andbusiness conditions),as well as competitive environment in our industry;.our ability to stay in compliance
312、 with the laws and regulations that currentlyapply or become applicable to our business both in the PRC and internationally;FORWARD-LOOKING STATEMENTS 39 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE CO
313、VER OF THIS DOCUMENT.our future debt levels and capital needs;.our capital expenditure plans;.intellectual property;.margins,overall market trends,risk management and exchange rates;.the actions and developments of our competitors;.capital market development;.other statements in this document that a
314、re not historical fact;and.all other risks and uncertainties described in the section headed Risk Factors inthis document.Since actual results or outcomes could differ materially from those expressed in anyforward-looking statements,we strongly caution investors against placing undue relianceon any
315、such statements.Any forward-looking statements speaks only as of the date onwhich such statement is made,and,except as required by the Listing Rules,we undertakeno responsibility to update any forward-looking statement or statements to reflect events orcircumstances after the date on which such stat
316、ement is made or to reflect the occurrence ofany subsequent unanticipated event.Statements of or references to our intentions or thoseof any of our Directors are made as of the date of this document.Any such intentions maychange in light of future developments.All forward-looking statements in this
317、document are expressly qualified by reference tothis cautionary statement.FORWARD-LOOKING STATEMENTS 40 THIS DOCUMENT IS IN DRAFT FORM,INCOMPLETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTYou should carefully consider
318、all of the information in this document,including therisks and uncertainties described below before making an REDACTED in our H Shares.Our business,financial condition,results of operations or prospects may be materially andadversely affected by any of these risks and the REDACTED of our H Shares ma
319、y declineas a result.You may lose all or part of your REDACTED.These factors are contingencies that may or may not occur,and we are not in a positionto express a view on the likelihood of any such contingency occurring.The information givenis as of the Latest Practicable Date,unless otherwise stated
320、,will not be updated after thedate hereof,and is subject to the cautionary statements in Forward-looking Statements inthis document.We believe there are certain risks and uncertainties involved in our operations,some ofwhich are beyond our control.We have categorized these risks and uncertainties in
321、to:(i)risks relating to our business and our industry;(ii)risks relating to doing business in thejurisdictions in which we operate;and(iii)risks relating to the REDACTED.There maybe additional risks and uncertainties presently not known to us or not expressed or impliedbelow or those we currently de
322、em immaterial could also harm our business,financialcondition and results of operations.You should consider our business and prospects in lightof the challenges we face,including the risks discussed in this section.RISKS RELATING TO OUR BUSINESS AND INDUSTRYThere are uncertainties in the future mark
323、et demand for home embodied AI robotic systemproducts,and our order-by-order sales model presents additional risks to our business growth.According to Frost&Sullivan Report,the global home embodied AI robotic systemindustry is characterized by evolving technologies,products,increasing competition,ch
324、anging government regulations and industry standards,and rapidly shifting consumerliving habits and preferences.Any changes in these factors may cause current or potentialcustomers not to purchase our products.If the market for home embodied AI roboticsystem products does not develop as we expected
325、or develops more slowly than weanticipated,our business,prospects,financial condition and results of operations will beadversely affected.Our revenue increased from RMB274.6 million for the year ended December 31,2022to RMB457.3 million for the year ended December 31,2023,and further to RMB609.9mill
326、ion for the year ended December 31,2024.According to Frost&Sullivan Report,theglobal market size of the home embodied AI robotic system industry has grown rapidlyfrom approximately RMB2.2 billion in 2022 to RMB5.9 billion in 2024,representing aCAGR of 63.7%,and is expected to grow to RMB62.4 billion
327、 in 2029,representing aCAGR of 60.2%between 2024 and 2029.However,we cannot assure you that these marketswill continue to grow at the same rate,that we will continue to generate the same level ofrevenue,or that our business will continue to grow.RISK FACTORS 41 THIS DOCUMENT IS IN DRAFT FORM,INCOMPL
328、ETE AND SUBJECT TO CHANGE AND THATTHEINFORMATIONMUSTBEREADINCONJUNCTIONWITHTHESECTIONHEADEDWARNING ON THE COVER OF THIS DOCUMENTOur business model faces specific challenges related to product lifecycle and purchasepatterns.Our home embodied AI robotic system products,such as our curtain robots,lockr
329、obots,finger robots,and enhanced mobile robots,are designed with relatively longlifecycles compared to many other consumer electronics and can remain functional forseveral years after purchase.Under our DTC channels,customers typically procure ourproducts through direct purchases on a case-by-case b
330、asis,without recurring purchasecommitments.Given this market reality,there is no assurance that users will place reorders,repurchase newer models,or upgrade their existing products within a short period of time,or at all.Furthermore,it is part of our strategies to diversify and broaden our product o
331、fferingsacross different home living scenarios incorporating our embodied AI technologies.Ourcomprehensive product matrix includes execution-enhanced robots and perception anddecision system products.There is no assurance that positive consumer attitudes will remainunchanged or that market demand fo
332、r our products will continue to grow at the level weexpect.The use and implementation of our products do not usually require continuouspost-sales service and operational support,as they are designed to be used by consumersindependently.Although there are attempts within the industry to promote recur
333、rentrevenuemodelsthroughpremiumservicesorsubscriptionofferings,themarketunderstanding of such models is still immature,and it takes time to cultivate a recurrentspending pattern among customers.If we fail to attract new customers and/or retain existing customers,or if consumerpreferences for home embodied AI robotic system products shift or market adoption slows,our business,financial condition,re
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