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智充科技(XCH)美股IPO上市招股说明书(244页).pdf

1、F-1 1 tm2316418-15_f1.htm FORM F-1TABLE OF CONTENTSAs filed with the Securities and Exchange Commission on February 1,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 XCHG Limited(Exact name of R

2、egistrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 3612 Not Applicable (State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)XCharge Europe

3、 GmbH,Hamburg-MitteGrevenweg 24,20537 Hamburg,Germany+49 4057128593 No.12 Shuang Yang Road,Da Xing District,BeijingPeoples Republic of China,100023010-57215988(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 4

4、2 Street,18 FloorNew York,NY 10168(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Ran Li,Esq.Davis Polk&Wardwell LLPc/o 2201 China World Office 2,1 Jian Guo Men Wai AvenueChaoyang DistrictBeijing 100004China+86 10 8567 5000 Li He,Esq.Davis Pol

5、k&Wardwell LLPc/o 18th Floor,The Hong KongClub Building3A Chater Road,CentralHong Kong+852 2533-3300 Allen Wang,Esq.Latham&Watkins LLP18th Floor,One ExchangeSquare8 Connaught Place,CentralHong Kong+852 2912 2500 Approximate date of commencement of proposed sale to the public:as soon as practicable a

6、fter the effective date of this registrationstatement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an

7、offering pursuant to Rule 462(b)under the Securities Act,check the followingbox and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities

8、 Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities

9、Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares

10、 its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby a

11、mends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act

12、of 1933,as amended,or until the registration statement shall become effective on such date as the UnitedStates Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.The term“new or revised financial accounting standard”refers to any update issued by the Financial Acco

13、unting Standards Board to itsAccounting Standards Codification after April 5,2012.ndth(1)Huatai SecuritiesTABLE OF CONTENTSSubject to CompletionPreliminary Prospectus Dated,2024American Depositary SharesXCHG LimitedRepresenting Class A Ordinary SharesThis is an initial public offering of the America

14、n depositary shares,or the ADSs,representing Class A ordinary shares of XCHGLimited.We are offering a total of ADSs,each representing 20 of our Class A ordinary shares,par value US$0.00001 pershare.The underwriters may also purchase up to Class A ordinary shares within 30 days to cover over-allotmen

15、ts,if any.Prior to this offering,there has been no public market for the ADSs representing our Class A ordinary shares.We expect theinitial public offering price will be between US$and US$per ADS.We intend to apply to list the ADSs representing ourClass A ordinary shares on the Nasdaq Stock Market(t

16、he“Nasdaq”)under the symbol“XCH.”Following the completion of this offering,our issued and outstanding share capital will consist of Class A ordinary shares andClass B ordinary shares.Mr.Yifei Hou,our director and chief executive officer,and Mr.Rui Ding,our chairman and chief technologyofficer,will b

17、eneficially own all of our issued Class B ordinary shares and will collectively be able to exercise%of the totalvoting power of our issued and outstanding share capital immediately following the completion of this offering,assuming theunderwriters do not exercise their option to purchase additional

18、ADSs.Holders of Class A ordinary shares and Class B ordinary shareshave the same rights except for voting and conversion rights.Each Class A ordinary share is entitled to one vote and each Class Bordinary share is entitled to ten votes.Each Class B ordinary share is convertible into one Class A ordi

19、nary share at any time by theholder thereof,while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.Upon any sale,transfer,assignment or disposition of any Class B ordinary share by a holder thereof to any non-affiliate to such holder,each of suchClass

20、B ordinary share will be automatically and immediately converted into one Class A ordinary share.See“Description of ShareCapital.”Investors in the ADSs are not purchasing equity securities of our subsidiaries that have substantive business operations butinstead are purchasing equity securities of a

21、Cayman Islands company.XCHG Limited is a Cayman Islands company with nosubstantial operations on its own.XCHG Limited conducts all of its operations through its subsidiaries in Germany and in China.We face various legal and operational risks and uncertainties related to having a considerable portion

22、 of our operations in China.The PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business,accept foreign investments or list on a U.S.or other foreign exchanges.For example,we face risks associated with regulatoryapprovals of offshore

23、 offerings,anti-monopoly regulatory actions,oversight on cybersecurity and data privacy.Such risks could resultin a material impact on our operations and/or the value of the ADSs or could significantly limit or completely hinder our ability tooffer or continue to offer ADSs and/or other securities t

24、o investors and cause the value of such securities to significantly decline or beworthless.Trading in our securities on U.S.markets,including the Nasdaq,may be prohibited under the Holding Foreign CompaniesAccountable Act(the“HFCAA”)if the PCAOB determines that it is unable to inspect or investigate

25、 completely our auditor for twoconsecutive years.On December 16,2021,the Public Company Accounting Oversight Board(the“PCAOB”)issued the HFCAADetermination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms

26、headquartered in mainland China and Hong Kong(the“2021 Determinations”),including ourauditor.On December 15,2022,the PCAOB announced that it was able to conduct inspections and investigations completely ofPCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022.

27、The PCAOB vacated itsprevious 2021 Determinations accordingly.As a result,we do not expect to be identified as a“Commission-Identified Issuer”under theHFCAA after we file our annual report on Form 20-F after becoming a public company.However,whether the PCAOB will continueto conduct inspections and

28、investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered inmainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and our auditors,control,including positions taken by authorities of the PRC.The PCAOB is exp

29、ected to continue to demand complete access to inspections andinvestigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has alreadymade plans to resume regular inspections in the future.The PCAOB is required under the HFCAA to make its det

30、ermination on anannual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainland China and HongKong.The possibility of being a“Commission-Identified Issuer”and risk of delisting could continue to adversely affect the tradingprice of our securities

31、.If the PCAOB determines in the future that it no longer has full access to inspect and investigate accountingfirms headquartered in mainland China and Hong Kong and we continue to use such accounting firm to conduct audit work,we wouldbe identified as a“Commission-Identified Issuer”under the HFCAA

32、following the filing of the annual report for the relevant fiscalyear,and if we were so identified for two consecutive years,trading in our securities on U.S.markets would be prohibited.For details,see“Risk FactorsRisks Related to RegulationsThe ADSs will be prohibited from trading in the United Sta

33、tes under the HoldingForeign Companies Accountable Act,or the HFCAA,if the PCAOB is unable to inspect and investigate completely auditors located inChina.The prohibition from trading the ADSs,or the threat of their being prohibited from trading,may cause the value of the ADSs tosignificantly decline

34、 or be worthless.”The PRC government has oversight over the conduct of our business.The PRC government may in the future release regulationsor policies regarding our industry that could materially affect our business,financial condition,results of operations and prospects.Furthermore,the PRC governm

35、ent has recently promulgated laws and regulations that may result in more oversight and control overoverseas securities offerings and other capital markets activities and foreign investment in China-based companies.Any such action,once taken by the PRC government,could significantly limit or complet

36、ely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or in extreme cases,become worthless.Cash may be transferred among the XCHG Limited and our subsidiaries in the following manner:(i)funds may be transferred too

37、ur subsidiaries from the Company as needed in the form of capital contributions or shareholder loans through the intermediaryholding companies,as the case may be;and(ii)dividends or other distributions may be paid by our subsidiaries to the Companydirectly or through intermediary holding companies,a

38、s the case may be.Our operating subsidiaries generate and retain cash generatedfrom operating activities and re-invest it in our business.In the future,the Companys ability to pay dividends,if any,to itsshareholders and ADS holders and to service any debt it may incur will depend upon dividends paid

39、 by our subsidiaries.As of the dateof this prospectus,we do not have cash management policies and procedures in place that dictate how funds are transferred through ourorganization.As of the date of this prospectus,we have not transferred any cash proceeds or other assets to any of our subsidiaries

40、except forthe cash transfers within our Group in connection with the Restructuring.See“Corporate History and StructureRestructuring”fordetails of the cash transfers.Other than the Restructuring(as defined herein),none of our subsidiaries have issued any dividends ordistributions to their respective

41、holding companies,including the Company,nor have we issued any dividends or distributions to anyinvestors of the Company,as of the date of this prospectus.As of the date of this prospectus,there is no outstanding balance of loansbetween the Company and another entity within the Group under applicabl

42、e agreements.We do not expect to pay dividends in theforeseeable future.In the future,cash proceeds raised from financing activities,including this offering,may be transferred by usthrough intermediary holding companies to our subsidiaries via capital contribution and shareholder loans,as the case m

43、ay be,to meetthe capital needs of our business operations.For details,see“RegulationPRCRegulations Relating to Foreign Exchange andDividend DistributionRegulations on Dividend Distributions,”“Risk FactorsRisks Related to RegulationsGovernmentalcontrol of currency conversion may limit our ability to

44、utilize our revenues effectively and affect the value of your investment,”“RiskFactorsRisks Related to RegulationsPRC regulations relating to offshore investment activities by PRC residents may subject ourPRC resident beneficial owners or our PRC subsidiaries to liability or penalties,limit our abil

45、ity to inject capital into our PRCsubsidiaries,limit our PRC subsidiaries ability to increase their registered capital or distribute profits to us,or may otherwiseadversely affect us.We also face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by theirn

46、on-PRC holding companies,”and“Risk FactorsRisks Related to the ADSs and This OfferingBecause we do not expect to paydividends in the foreseeable future after this offering,you must rely on a price appreciation of the ADSs for a return on yourinvestment.”We are an“emerging growth company”under applic

47、able U.S.federal securities laws and will be subject to reduced publiccompany reporting requirements.Investing in the ADSs involves risks.See“Risk Factors”beginning on page 17 of this prospectus.Neither the United States Securities and Exchange Commission nor any state securities commission has appr

48、oved or disapprovedof these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per ADS Total Initial public offering price US$US$Underwriting discounts and commissions US$US$Proceeds,before expenses,to us US$US$For a descripti

49、on of the compensation payable to the underwriters,see“Underwriting.”The underwriters expect to deliver the ADSs against payment in U.S.dollars in New York,New York on,2024.Deutsche BankTiger Brokers The date of this prospectus is,2024.The information in this preliminary prospectus is not complete a

50、nd may be changed.We may not sell the securities until the registration statement filed with theSecurities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy thesesecurities in any jurisdiction where su

51、ch offer or sale is not permitted.(1)TABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTS TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY 1 IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY 9 CONVENTIONS WHICH APPLY TO THIS PROSPECTUS 10 THE OFFERING 11 OUR SUMMARY CONSOLIDATED FINANCIAL DA

52、TA 14 RISK FACTORS 17 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA 47 USE OF PROCEEDS 48 DIVIDEND POLICY 49 CAPITALIZATION 50 DILUTION 53 ENFORCEABILITY OF CIVIL LIABILITIES 55 CORPORATE HISTORY AND STRUCTURE 57 SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION 62 MANAGEM

53、ENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS 65 INDUSTRY 85 BUSINESS 92 REGULATION 104 MANAGEMENT 117 PRINCIPAL SHAREHOLDERS 123 RELATED PARTY TRANSACTIONS 126 DESCRIPTION OF SHARE CAPITAL 128 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 142 SHARES ELIGIBLE FOR FUTURE SA

54、LE 150 TAXATION 152 UNDERWRITING 158 EXPENSES RELATED TO THIS OFFERING 171 LEGAL MATTERS 172 EXPERTS 173 WHERE YOU CAN FIND ADDITIONAL INFORMATION 174 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS F-1 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS II-1 XCHG LIMITED EXHIBIT INDEX II-7 Unless oth

55、erwise indicated or the context otherwise requires,all references in this prospectus to“XCHG Limited”or the“company,”“we,”“our,”“ours,”“us”or similar terms refer to XCHG Limited,together with its subsidiaries.We have not authorized anyone to provide any information other than that contained in this

56、prospectusor in any free writing prospectus prepared by or on behalf of us or to which we may have referred you.We iTABLE OF CONTENTS take no responsibility for,and can provide no assurance as to the reliability of,any other information thatothers may give you.We and the underwriters have not author

57、ized any other person to provide you withdifferent or additional information.Neither we nor the underwriters are making an offer to sell the ADSsrepresenting our Class A ordinary shares in any jurisdiction where the offer or sale is not permitted.Thisoffering is being made in the United States and e

58、lsewhere solely on the basis of the information contained inthis prospectus.You should assume that the information appearing in this prospectus is accurate only as ofthe date on the front cover of this prospectus,regardless of the time of delivery of this prospectus or anysale of the ADSs representi

59、ng our Class A ordinary shares.Our business,financial condition,results ofoperations and prospects may have changed since the date on the front cover of this prospectus.Until,2024(the 25th day after the date of this prospectus),all dealers that buy,sell or trade theADSs,whether or not participating

60、in this offering,may be required to deliver a prospectus.This is in additionto the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions.iiTABLE OF CONTENTS PROSPECTUS SUMMARYThe following summary is qualified in its ent

61、irety by,and should be read in conjunction with,the moredetailed information and financial statements and the related notes appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the risks ofinvesting in the ADSs discussed un

62、der“Risk Factors,”“Business,”and information contained in“Managements Discussion and Analysis of Financial Condition and Results of Operations”before decidingwhether to buy the ADSs.OverviewWe offer comprehensive EV charging solutions which primarily include the DC fast chargers named theC6 series a

63、nd the C7 series,the advanced battery-integrated DC fast chargers which we call Net Zero Series(“NZS”),as well as our accompanying services.Our integrated solution combining proprietary chargingtechnology,energy storage technology and accompanying services significantly improves EV chargingefficienc

64、y and unlocks the value of energy storage and management.We were a leading high power chargersupplier in Europe by sales volume in 2022,according to Frost&Sullivan.As of the date of this prospectus,we have begun the commercial deployment of our NZS solution in Europe,North America and Asia.Customers

65、 of NZS solutions include EV manufacturers,global energy players and charge point operators.The increasing adoption of EV and renewable energy has brought fundamental changes to the demandand supply of electricity.Not only has electricity demand increased in aggregate,peak demand patterns havealso c

66、hanged.In addition,the intermittent nature of renewable energy generation has led to greater energysupply fluctuation.As a result,there is an imminent need for energy storage solutions to balance electricitydemand and supply in order to increase energy utilization and reduce the pressure of grids.Ac

67、cording toFrost&Sullivan,the global market size for energy storage by revenue is expected to reach US$90.0 billionby 2026.As a pioneer in the EV charger industry,we believe EV charging is essentially an energy managementbusiness that uses innovative technologies and creative solutions to tackle ener

68、gy problems.Leveraging ourestablished fast charging technology,as well as our in-house proprietary energy storage system(“ESS”)technology,we have pioneered a unique advanced battery-integrated EV charging solution,NZS.NZSchargers integrate DC fast chargers with lithium-ion batteries and our propriet

69、ary energy managementsystem,storing power when it is generally more available(for example,during nighttime)and dischargingpower when the demand is high(for example,during daytime).Our NZS solution enables fast charging at low power locations or vis-vis aged grid infrastructures(which typically are n

70、ot compatible with fast charging equipment)with no significant site improvements orgrid upgrades needed.With the unique“plug-and-play”design,our NZS chargers are easy to install andhighly deployable in locations where conventional fast chargers cannot be installed,for example nationalparks,parking l

71、ots or communities with insufficient power capacity.Therefore,we believe that our NZSsolution is able to address a larger market,which cannot be reached by conventional fast chargers.Our NZS solution is one of the earliest and currently one of the very few commercialized EV chargersdesigned with a B

72、attery-to-Grid(“B2G”)function,according to Frost&Sullivan.It enables energy to bepurchased during off-peak hours at lower prices,and sold back to the grid during peak hours at higherprices,enabling operators to generate profit even if no vehicle is charging.With this unique feature,ourcustomers can

73、achieve a return even before considering the utilization of the EV charger itself.Thisincreases the overall return on investment(“ROI”)for our customers.At the core of our NZS solution is ourproprietary energy management system(“EMS”),which automatically optimizes energy supply and usageacross the g

74、rids,batteries and EVs.As we pursue the digitalization of EV charging solutions,our proprietary software system aims toprovide customers with comprehensive solutions catering to different and evolving needs in the EV era,aswell as to offer superior user experience.Our software system features an int

75、uitive user interface,where ourcustomers can monitor and control every key detail of the charging network easily,including real-timesafety monitoring,traffic settings,and data analysis.We offer upgrades to our software system over-the-air(“OTA”)to provide more functions and enhance user experience.1

76、TABLE OF CONTENTS Our“charger-as-a-service”business model enables us to achieve highly visible revenue streams fromrepeated purchases from our blue-chip customers.Complementary to the initial sales of products,wegenerate recurring revenue from the accompanying services throughout the entire life cyc

77、le.As the numberof installed chargers grows,we expect recurring revenue to account for an increasing portion of our totalrevenue.In addition,our NZS solution is expected to create new commercialization opportunities for us.Forexample,with the B2G function,NZS chargers can sell energy back to the gri

78、d during peak hours.We have formed key customer relationships and partnerships with EV manufacturers,global energyplayers,charge point operators and EV fleets.With our NZS solution,we can essentially penetrate the areaswhere conventional fast chargers cannot be installed given the grid constraint.Th

79、is creates opportunities forus to extend our customer base to a broader group that cannot be reached by conventional fast chargers.We have established global presence with offices,R&D centers and sales centers in Europe,NorthAmerica and Asia.We currently deploy our solutions primarily in Europe whil

80、e we also recognize revenuefrom other regions,including the United States,China,Brazil and Chile.As of September 30,2023,ourR&D team included 70 personnel based in Germany and China.For production,we primarily rely on OEMsto manufacture our products.By using OEMs,we are able to commercialize our pro

81、ducts with qualityassurance at a higher speed and lower upfront costs.It also gives us greater flexibility to adjust and scale upaccording to demand.In addition,we plan to construct our manufacturing plant in the United States,whichis expected to be ready for manufacture operation in 2024.In 2021,20

82、22,the nine months ended September 30,2022 and 2023,we recognized revenue on 807,1,934,1,282 and 1,443 DC fast chargers and accompanying services,respectively.In the same periods,ourrevenue reached US$13.2 million,US$29.4 million,US$19.2 million and US$28.0 million,respectively,and our gross margin

83、was 35.2%,36.4%,36.4%and 44.2%,respectively.In addition,we recorded net lossof US$2.1 million,net income of US$1.6 million,net income of US$0.7 million and net loss of US$6.7million in 2021,2022,the nine months ended September 30,2022 and 2023,respectively,while werecorded adjusted net loss of US$2.

84、1 million,and adjusted net income of US$1.8 million,US$0.8 millionand US$1.6 million,respectively.For details,see“Managements Discussion and Analysis of FinancialCondition and Results of OperationsNon-GAAP Financial Measures.”Our StrengthsWe believe that the following strengths contribute to our suc

85、cess and differentiate us from ourcompetitors.Global leader in integrated EV charging solutions;Pioneer of battery-integrated charging and energy storage solutions;Unique business model of“charger as a service;”Proprietary and differentiated technologies;Partnership with diversified global blue-chip

86、 customers and potential to tap into broader markets;andVisionary management team of industry pioneers.Our StrategiesThe key elements of our growth strategy include the following,which we believe would empower us tofurther achieve superior growth and strengthen our market position:Continue to invest

87、 in R&D with particular focus on EMS;Expand manufacturing capacity in the United States;Expand the pool of our business partners to achieve global scale and diversification;andIncrease adoption of NZS solution and development of new products.2TABLE OF CONTENTS Corporate History and StructureCorporat

88、e HistoryXCHG Limited(formally known as Xevd Limited)was incorporated in the Cayman Islands onDecember 16,2021.We trace our history back to the founding of X-Charge Technology,a private limited liability companyincorporated under the laws of PRC in 2015,which owns 100%equity interests in XCharge Eur

89、ope prior tothe consummation of the Restructuring.XCharge Europe was established in 2018 in Germany.We currentlyconduct all of our businesses through our subsidiaries.RestructuringIn connection with this offering,we have recently completed certain corporate reorganizationtransactions,including,throu

90、gh a series of intermediary holding companies to acquire 100%of the equityinterest in X-Charge Technology,and issue new shares of our company to the beneficial owners of X-Charge Technology(the“Existing Equityholders”)or their affiliates,such that an offshore shareholdingstructure could be establish

91、ed.Upon the consummation of the Restructuring,all Existing Equityholders ofX-Charge Technology obtained an equity interest of XCHG Limited in proportion to their respective equityownership in X-Charge Technology immediately prior to the Restructuring.We refer to such reorganizationtransactions colle

92、ctively as the“Restructuring”in this prospectus.Corporate StructureThe following diagram illustrates our corporate structure,including all of our significant subsidiariesimmediately upon the completion of this offering,after giving effect to the consummation of theRestructuring.Licenses and Approval

93、sBusiness OperationAs of the date of this prospectus,we have obtained all material licenses and approvals from relevantregulatory authorities that are material to our operations in China.The following table sets forth a list ofmaterial licenses and approvals that our PRC subsidiaries are required to

94、 obtain to carry out our operationsin China as of the date of this prospectus and none of such licenses and approvals obtained had been deniedor rescinded.3TABLE OF CONTENTS LicenseEntity Holding the LicenseStatusImport and Export Goods CustomsRegistration CertificateX-Charge TechnologyObtainedImpor

95、t and Export Goods Customs FilingrecordBeijing Echarge Technology Co.,Ltd.ObtainedAs of the date of this prospectus,we and our subsidiaries have not received any requirement fromChinese authorities to obtain permissions or approvals from the China Securities Regulatory Commission,or the CSRC,or the

96、Cyberspace Administration of China,or the CAC,to conduct our daily businessoperations in China.Securities OfferingThe Revised Cybersecurity Review Measures provide that an online platform operator,which possessespersonal information of at least one million users,must apply for a cybersecurity review

97、 by the CAC if itintends to be listed in foreign countries.We do not expect to possess over one million users personalinformation prior to the completion of this offering.Based on existing PRC laws and regulations and ourcommunication with the relevant PRC authority,as advised by Fangda Partners,our

98、 PRC legal counsel,wedo not believe that we are subject to the cybersecurity review by the CAC in connection with this offering.As of the date of this prospectus,we have not been involved in any investigations or become subject to acybersecurity review initiated by any regulatory authorities based o

99、n the Revised Cybersecurity ReviewMeasures,and we have not received any warnings or sanctions in such respect or any regulatory objectionsto this offering from any regulatory authorities.However,we cannot assure you that the CAC would takethe same view as we do,and there is no assurance that we can

100、fully or timely comply with such laws.If wewere deemed to be an“operator of critical information infrastructure”or a“data processor”controllingpersonal information of no less than one million users under the Revised Cybersecurity Review Measures,or if other regulations promulgated in relation to the

101、 Revised Cybersecurity Review Measures are deemed toapply to us,our securities offerings in the U.S.could be subject to cybersecurity review by the CAC,in thefuture.In the event that we are subject to any mandatory cybersecurity review and other specific actionsrequired by the CAC,we face uncertaint

102、y as to whether any clearance or other required actions can becompleted in a timely fashion or at all,which could materially and adversely affect our business,financialcondition,results of operations and prospects.We are required to perform the filing procedures for this offering to the CSRC under t

103、he OverseasListing Trial Measures.For details,see“RegulationRegulations Relating to Overseas Listing.”We havesubmitted the relevant filing documents with the CSRC in connection with this offering,and the CSRCpublished the notification on our completion of the required filing procedures for this offe

104、ring onDecember 27,2023.However,there exist uncertainties regarding whether the interpretation and applicationof current and future PRC laws will impose additional requirements for permission or approval for thisoffering.We will continuously perform the required procedures in accordance with the Ove

105、rseas ListingTrial Measures and monitor our compliance status in accordance with the latest changes in applicableregulatory requirements.Furthermore,we may be required to obtain additional licenses,permits,filings,registrations orapprovals for business operations and securities offerings in the futu

106、re.If we are found to be in violation ofany existing or future laws or regulations,or fail to obtain or maintain any of the required licenses,permits,filings,registrations or approvals,the relevant regulatory authorities would take action in dealing with suchviolations or failures in accordance with

107、 applicable laws and regulations.In addition,if we hadinadvertently concluded that such licenses,approvals,permits,registrations or filings were not required,orif applicable laws,regulations or interpretations change in a way that requires us to obtain such licenses,approvals,permits,registrations o

108、r filings in the future,we may be unable to obtain such necessary licenses,approvals,permits,registrations or filings in a timely manner,or at all,and such licenses,approvals,permits,registrations or filings may be rescinded even if obtained.Any such circumstance may subject us tofines and other reg

109、ulatory,civil or criminal liabilities,and we may be ordered by the competent governmentauthorities to suspend relevant operations,which will materially and adversely affect our businessoperation,our securities offerings and the value of our securities.For risks relating to licenses andapprovals requ

110、ired 4TABLE OF CONTENTS for business operations in China,see“Risk FactorsRisks Related to RegulationsThe approval,filingor other administrative requirements of the China Securities Regulatory Commission or other PRCgovernment authorities may be required in connection with this offering under PRC law

111、.Furthermore,thePRC government has recently promulgated laws and regulations on overseas securities offerings and othercapital markets activities and foreign investment in China-based companies like us.Any such action,oncetaken by the PRC government,could significantly limit or completely hinder our

112、 ability to offer or continueto offer securities to investors and cause the value of such securities to significantly decline or in extremecases,become worthless.”Transfer of Funds and Other AssetsCash may be transferred among the XCHG Limited and our subsidiaries in the following manner:(i)funds ma

113、y be transferred to our subsidiaries from the company as needed in the form of capitalcontributions or shareholder loans through intermediary holding companies,as the case may be;and(ii)dividends or other distributions may be paid by our subsidiaries to the company directly or throughintermediary ho

114、lding companies,as the case may be.Our operating subsidiaries generate and retain cashgenerated from operating activities and re-invest it in our business.In the future,the companys ability topay dividends,if any,to its shareholders and ADS holders and to service any debt it may incur will dependupo

115、n dividends paid by our subsidiaries.As of the date of this prospectus,we do not have cash managementpolicies and procedures in place that dictate how funds are transferred through our organization.As of the date of this prospectus,we have not transferred any cash proceeds or other assets to any ofo

116、ur subsidiaries except for the cash transfers within our Group in connection with the Restructuring.See“Corporate History and StructureRestructuring”for details of the cash transfers.Other than theRestructuring(as defined herein),none of our subsidiaries have issued any dividends or distributions to

117、their respective holding companies,including the company,nor have we issued any dividends ordistributions to any investors of the company,as of the date of this prospectus.As of the date of thisprospectus,there is no outstanding balance of loans between the company and another entity within theGroup

118、 under applicable agreements.We do not expect to pay dividends in the foreseeable future.In thefuture,cash proceeds raised from financing activities,including this offering,may be transferred by usthrough intermediary holding companies to our subsidiaries via capital contributions and shareholder lo

119、ans,as the case may be,to meet the capital needs of our business operations.Remittance of dividends by awholly foreign-owned enterprise out of China is subject to certain restrictions on currency exchange oroutbound capital flows.Under PRC laws and regulations,our PRC subsidiaries are subject to cer

120、tainrestrictions with respect to paying dividends or otherwise transferring any of their net assets to us.Applicable PRC law permits payment of dividends to us by our operating subsidiaries in China only out oftheir retained earnings,if any,determined in accordance with PRC accounting standards and

121、regulations.Our operating subsidiaries in China are also required to set aside a portion of their net income,if any,eachyear to fund general reserves for appropriations until this reserve has reached 50%of the relatedsubsidiarys registered capital.These reserves are not distributable as cash dividen

122、ds.In addition,registeredcapital and capital reserve accounts are also restricted from distribution.For details,see“RegulationPRCRegulations Relating to Foreign Exchange and Dividend DistributionRegulations on DividendDistributions,”“Risk FactorsRisks Related to RegulationsGovernmental control of cu

123、rrencyconversion may limit our ability to utilize our revenues effectively and affect the value of your investment,”“Risk FactorsRisks Related to RegulationsPRC regulations relating to offshore investment activitiesby PRC residents may subject our PRC resident beneficial owners or our PRC subsidiari

124、es to liability orpenalties,limit our ability to inject capital into our PRC subsidiaries,limit our PRC subsidiaries ability toincrease their registered capital or distribute profits to us,or may otherwise adversely affect us.We also faceuncertainty with respect to indirect transfers of equity inter

125、ests in PRC resident enterprises by their non-PRC holding companies,”and“Risk FactorsRisks Related to the ADSs and This OfferingBecause wedo not expect to pay dividends in the foreseeable future after this offering,you must rely on a priceappreciation of the ADSs for a return on your investment.”Sum

126、mary of Risk FactorsInvestors in the ADSs are not purchasing equity securities of our subsidiaries that have substantivebusiness operations but instead are purchasing ADSs representing certain contractual rights relating to theequity securities of a Cayman Islands company.XCHG Limited is a Cayman Is

127、lands company that conducts 5TABLE OF CONTENTS all of its operations through its subsidiaries.You should carefully consider all of the information in thisprospectus before making an investment in the ADSs.Below please find a summary of the principal risksand uncertainties we face,organized under rel

128、evant headings.These risks are discussed more fully in thesection titled“Risk Factors.”Risks Related to Our BusinessWe have experienced rapid growth and expect to invest in growth for the foreseeable future.If wefail to manage growth effectively,our business,results of operations,financial condition

129、 andprospects could be adversely affected.Our growth and success are highly correlated with and thus dependent upon the continuing rapidadoption of and demand for electric vehicles(“EVs”).Our limited operating history may make it difficult to predict our future prospects and the risks andchallenges

130、we may encounter in the rapidly evolving EV charger market.The EV charger market is characterized by rapid technological change,which requires us to continueto develop new products and product innovations.Any delays in such development could adverselyaffect market adoption of our products and thus a

131、dversely affect our business,results of operations,financial condition and prospects.We cannot guarantee that our future monetization strategies will be successfully implemented orgenerate sustainable revenues and profit.We currently face competition from a number of companies and expect to face sig

132、nificantcompetition in the future as the EV charger market develops.Our future revenue growth will depend in significant part on our ability to increase sales of ourproducts to our customers.We rely on a limited number of suppliers and OEMs of certain key components for our products,such as batterie

133、s.A loss of any of these partners,including as a result of a global supply shortage ormajor shipping disruption,could negatively affect our business,results of operations,financialcondition and prospects.We are dependent on a limited number of significant customers for a substantial portion of ourre

134、venues.The loss of any such customer,or a reduction in revenue generated from any suchcustomer could have a material adverse effect on our business,results of operations,financialcondition and prospects if they are not replaced by another large sales order.We may be adversely affected by foreign cur

135、rency fluctuations.Risks Related to RegulationsThere are uncertainties regarding the interpretation and enforcement of laws,rules and regulations inthe jurisdictions in which we operate.In addition,such laws,rules and regulations are continuallyevolving.The PRC government may promulgate new laws and

136、 regulations that could impact our operationsfrom time to time.Changes and developments in the PRC legal system and the interpretation andenforcement of PRC laws,rules and regulations may subject us to uncertainties.In addition,the PRCgovernment has recently promulgated laws and regulations on secur

137、ities offerings conductedoverseas and foreign investment in China-based issuers,which could result in a material change inour operations and the value of our securities.For details,see page 30.The approval,filing or other administrative requirements of the China Securities RegulatoryCommission or ot

138、her PRC government authorities may be required in connection with this offeringunder PRC law.Furthermore,the PRC government has recently promulgated laws and regulations onoverseas securities offerings and other capital markets activities and foreign investment in China-based companies like us.Any s

139、uch action,once taken by the PRC government,could significantlylimit or completely hinder our ability to offer or continue to offer securities to investors and causethe value of such securities to significantly decline or in extreme cases,become worthless.6TABLE OF CONTENTS We may become subject to

140、cybersecurity review by the CAC in the future.The audit report included in this prospectus is prepared by an auditor which the PCAOB was unableto inspect and investigate completely before 2022 and,as such,our investors had been deprived ofthe benefits of such inspections in the past,and may be depri

141、ved of the benefits of such inspectionsin the future.The ADSs will be prohibited from trading in the United States under the Holding Foreign CompaniesAccountable Act,or the HFCAA,if the PCAOB is unable to inspect and investigate completelyauditors located in China.The prohibition from trading the AD

142、Ss,or the threat of their beingprohibited from trading,may cause the value of the ADSs to significantly decline or be worthless.Risks Related to Our International OperationsWe face risks associated with our international operations and supply chain,including unfavorableregulatory,political,tax,labor

143、,pandemic and market conditions and other risks,which couldadversely affect our business,results of operations,financial condition and prospects.Changes to trade policy,tariffs,and import/export regulations may adversely affect our business,results of operations,financial condition and prospects.Our

144、 products are subject to numerous standards and regulations which may materially and adverselyaffect our business,results of operations,financial condition and prospects.The current lack ofcertainty and alignment in international standards and regulations may lead to multiple productionvariants of t

145、he same product,products failing customer testing,retrofit requirements for alreadyfielded products,litigation with customers facing retrofit expenses,additional test and complianceexpenses and further unexpected costs,and we may not be able to comply with new standards andregulations on a competiti

146、ve timeline or at all.Risks Related to The ADSs and This OfferingAn active trading market for our ordinary shares or the ADSs may not develop and the trading pricefor the ADSs may fluctuate significantly.We will incur additional costs as a result of being a public company.You must rely on the judgme

147、nt of our management as to the use of the net proceeds from thisoffering,and such use may not produce income or increase our ADS price.Implication of the Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,which was signed intolaw on Decemb

148、er 18,2020 and amended by the Consolidated Appropriations Act,2023 signed into law onDecember 29,2022,if the SEC determines that we have filed audit reports issued by a registered publicaccounting firm from a jurisdiction where the PCAOB is unable to conduct inspections and investigationsfor two con

149、secutive years,the SEC will prohibit our ordinary shares or the ADSs from being traded on anational securities exchange or in the over-the-counter trading market in the United States.TheConsolidated Appropriations Act,2023 reduced the number of consecutive non-inspection years required fortriggering

150、 the prohibitions under the HFCAA from three years to two years.On December 16,2021,the PCAOB issued a report to notify the SEC of its determination that thePCAOB was unable to inspect and investigate completely registered public accounting firms headquarteredin mainland China and Hong Kong and our

151、auditor was subject to that determination.On December 15,2022,the PCAOB vacated its December 16,2021 determination and removed mainland China and HongKong from the list of jurisdictions where it is unable to inspect or investigate completely registered publicaccounting firms.Therefore,we do not expe

152、ct to be identified as a Commission-Identified Issuer under theHFCAA after we file our annual report on Form 20-F after becoming a public company.Each year,the PCAOB will determine whether it can inspect and investigate completely audit firms inmainland China and Hong Kong,among other jurisdictions.

153、If the PCAOB determines in the future that itno longer has full access to inspect and investigate completely accounting firms in mainland China and 7TABLE OF CONTENTS Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issuean audit report on our financ

154、ial statements filed with the Securities and Exchange Commission,we would beidentified as a Commission-Identified Issuer after we file our annual report on Form 20-F after becoming apublic company.In accordance with the HFCAA,our securities would be prohibited from being traded on anational securiti

155、es exchange or in the over-the-counter trading market in the United States if the PCAOBwere unable to inspect or investigate completely PCAOB-registered public accounting firms headquarteredin mainland China for two consecutive years in the future.In the event of such prohibition,our securitiescould

156、 potentially be delisted by the Nasdaq.If our ordinary shares and the ADSs are prohibited from trading in the United States,there is nocertainty that we will be able to list on a non-U.S.exchange or that a market for our ordinary shares willdevelop outside the United States.Such a prohibition would

157、substantially impair your ability to sell orpurchase the ADSs when you wish to do so,and the risk and uncertainty associated with delisting wouldhave a negative impact on the price of the ADSs.Also,such a prohibition would significantly affect ourability to raise capital on terms acceptable to us,or

158、 at all,which would have a material adverse impact onour business,results of operations,financial condition and prospects.See“Risk FactorsRisks Related toRegulationsThe ADSs will be prohibited from trading in the United States under the Holding ForeignCompanies Accountable Act,or the HFCAA,if the PC

159、AOB is unable to inspect and investigate completelyauditors located in China.The prohibition from trading the ADSs,or the threat of their being prohibitedfrom trading,may cause the value of the ADSs to significantly decline or be worthless.”Corporate InformationOur principal executive offices are lo

160、cated at XCharge Europe GmbH,Hamburg-Mitte,Grevenweg 24,20537 Hamburg,Germany and No.12 Shuang Yang Road,Da Xing District,Beijing,Peoples Republic ofChina,100023.Our telephone numbers at these addresses are+49 4057128593 and 010-57215988,respectively.Our registered office in Cayman Islands is at the

161、 offices of ICS Corporate Services(Cayman)Limited of 3-212 Governor Square,23 Lime Tree Bay Avenue,P.O.Box 30746,Seven Mile Beach,GrandCayman KY1-1203,Cayman Islands.Our agent for service of process in the United States is CogencyGlobal Inc.,located at 122 East 42 Street,18 Floor,New York,NY 10168.W

162、e are a foreign private issuer under the U.S.Securities Exchange Act of 1934,as amended,or theExchange Act,and as such we are exempt from certain provisions of the securities rules and regulations inthe United States that are applicable to U.S.domestic issuers.See“Risk FactorsRisks Related to theADS

163、s and This OfferingWe are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exempt from certain provisions applicable to U.S.domestic publiccompanies.”Investors should contact us for any inquiries through the address and telephone number of our princip

164、alexecutive offices.Our website is https:/ information contained on our website is not apart of this prospectus.8ndthTABLE OF CONTENTS IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANYAs a company with less than US$1.235 billion in revenue for the last fiscal year,we qualify as an“emerging growth com

165、pany”pursuant to the Jumpstart Our Business Startups Act of 2012(as amended bythe Fixing Americas Surface Transportation Act of 2015),or the JOBS Act.An emerging growth companymay take advantage of specified reduced reporting and other requirements that are otherwise applicablegenerally to public co

166、mpanies.These provisions include exemption from the auditor attestation requirementunder Section 404 of the Sarbanes-Oxley Act of 2002,or Section 404,in the assessment of the emerginggrowth companys internal control over financial reporting.The JOBS Act also provides that an emerginggrowth company d

167、oes not need to comply with any new or revised financial accounting standards until suchdate that a private company is otherwise required to comply with such new or revised accounting standards.We have elected to take advantage of such exemptions.We will remain an emerging growth company until the e

168、arliest of(i)the last day of our fiscal yearduring which we have total annual gross revenues of at least US$1.235 billion;(ii)the last day of our fiscalyear following the fifth anniversary of the completion of this offering;(iii)the date on which we have,during the previous three-year period,issued

169、more than US$1.235 billion in non-convertible debt;or(iv)thedate on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,asamended,or the Exchange Act,which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as

170、of the last business day of our most recently completed second fiscalquarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptionsprovided in the JOBS Act discussed above.See“Risk FactorsRisks Related to the ADSs and ThisOfferingWe are an emerging growth company wi

171、thin the meaning of the Securities Act and may takeadvantage of certain reduced reporting requirements.”9TABLE OF CONTENTS CONVENTIONS WHICH APPLY TO THIS PROSPECTUSUnless we indicate otherwise,all information in this prospectus reflects no exercise by the underwritersof their option to purchase up

172、to additional ADSs representing Class A ordinary shares from us.Except where the context otherwise requires:“ADSs”refers to American depositary shares,each of which represents 20 Class A ordinary shares;“X-Charge Technology”refers to Beijing X-Charge Technology Co.,Ltd.;“China”or“PRC”refers to the P

173、eoples Republic of China,and only in the context of describingPRC laws,regulations and other legal or tax matters in this prospectus,excludes Hong Kong,Macauand Taiwan;“Class A ordinary shares”refers to our Class A ordinary shares,par value US$0.00001 per share,which will be outstanding immediately

174、prior to the completion of this offering;“Class B ordinary shares”refers to our Class B ordinary shares,par value US$0.00001 per share,which will be outstanding immediately prior to the completion of this offering;“euro,”“EUR”or“”refers to the common currency of the European Economic and MonetaryUni

175、on;Group refers to XCHG Limited and its subsidiaries;“preference shares”refer to our Series Angel preference shares,Series Seed preference shares,Series A preference shares,Series A+preference shares and Series B preference shares,par valueUS$0.00001 per share;“RMB”or“Renminbi”refers to the legal cu

176、rrency of the Peoples Republic of China;“shares”or“ordinary shares”refer to our ordinary shares,par value US$0.00001 per share andimmediately prior to the completion of this offering,to our Class A ordinary shares and Class Bordinary shares,par value US$0.00001 per share;“US$,”“U.S.dollars,”“$”and“d

177、ollars”refer to the legal currency of the United States;“users”refers to the end user of our products;“XCharge Europe”refers to XCharge Europe GmbH;and“XCHG Limited,”the“company,”“we,”“our,”“ours,”“us”or similar terms refer to XCHGLimited,a Cayman Islands company,which includes its subsidiaries in t

178、he context of describing ourconsolidated financial information,business operations and operating data;Unless otherwise noted,all translations from euro to U.S.dollars,from U.S.dollars to euro,fromRenminbi to U.S.dollars and from U.S.dollars to Renminbi in this prospectus are made at EUR1.0584 toUS$1

179、.00 and RMB7.2960 to US$1.00,the exchange rates set forth in the H.10 statistical release of theFederal Reserve Board on September 29,2023.We make no representation that any amounts that couldhave been,or could be,converted into another currency,as the case may be,at any particular rate,the ratessta

180、ted below,or at all.This prospectus contains information derived from various public sources and certain information froman industry report commissioned by us and prepared by Frost&Sullivan,a third-party industry researchfirm,to provide information regarding our industry and global market position.S

181、uch information involves anumber of assumptions and limitations,and you are cautioned not to give undue weight to these estimates.We have not independently verified the accuracy or completeness of the data contained in these industrypublications and reports.The industry in which we operate is subjec

182、t to a high degree of uncertainty andrisk due to a variety of factors,including those described in the“Risk Factors”section.These and otherfactors could cause results to differ materially from those expressed in these publications and reports.10TABLE OF CONTENTS THE OFFERINGOffering price rangeWe cu

183、rrently estimate that the initial public offering price will bebetween US$and US$per ADS.ADSs offered by usADSs(orADSs if theunderwriters exercise their over-allotment option in full).ADSsEach ADS represents 20 Class A ordinary shares,par valueUS$0.00001 per share.The depositary will hold the Class

184、Aordinary shares underlying the ADSs through its custodian.You willhave rights as provided in the deposit agreement.We do not expect to pay dividends in the foreseeable future.If,however,we declare dividends on our Class A ordinary shares,thedepositary will pay you the net cash dividends and otherdi

185、stributions it receives on our Class A ordinary shares,afterdeducting its fees and expenses in accordance with the terms setforth in the deposit agreement.You may turn in the ADSs for cancellation to the depositary towithdraw our Class A ordinary shares.The depositary will chargeyou fees for any can

186、cellation.We may amend or terminate the deposit agreement without yourconsent.If you continue to hold the ADSs after an amendment to thedeposit agreement,you agree to be bound by the deposit agreementas amended.To better understand the terms of the ADSs,you should carefullyread the“Description of Am

187、erican Depositary Shares”section ofthis prospectus.You should also read the deposit agreement,whichis filed as an exhibit to the registration statement that includes thisprospectus.Ordinary sharesWe will issueClass A ordinary shares representedby the ADSs in this offering.Our ordinary shares will be

188、 divided into Class A ordinary shares andClass B ordinary shares immediately prior to the completion of thisoffering.Holders of Class A ordinary shares and Class B ordinaryshares have the same rights except for voting and conversion rights.Each Class A ordinary share is entitled to one vote and each

189、 Class Bordinary share is entitled to ten votes.Each Class B ordinary shareis convertible into one Class A ordinary share at any time by theholder thereof,while Class A ordinary shares are not convertibleinto Class B ordinary shares under any circumstances.Upon anysale,transfer,assignment or disposi

190、tion of any Class B ordinaryshare by a holder thereof to any non-affiliate of such holder,each ofsuch Class B ordinary share will be automatically and immediatelyconverted into one Class A ordinary share.All options,regardless of grant dates,will entitle holders to theequivalent number of Class A or

191、dinary shares once the vesting andexercising conditions on such share-based compensation awards aremet.See“Description of Share Capital.”11TABLE OF CONTENTS Ordinary shares outstandingimmediately after thisofferingClass A ordinary shares,par value US$0.00001 pershare(orClass A ordinary shares if the

192、 underwriters exercisetheir option to purchase additional ADSs in full),and 741,254,447Class B ordinary shares,par value US$0.00001 per share.Over-allotment optionWe have granted the underwriters the right to purchase up to anadditionalClass A ordinary shares from us within30 days of the date of thi

193、s prospectus,to cover over-allotments,ifany,in connection with the offering.ListingWe intend to apply to list the ADSs representing our Class Aordinary shares on the Nasdaq under the symbol“XCH.”Use of proceedsWe estimate that the net proceeds to us from the offering will beapproximately US$,after d

194、educting underwriting discountsand commissions and estimated offering expenses payable by us.We intend to use the net proceeds from the offering for thefollowing purposes:approximately 30%for investment in our planned newmanufacturing facility in Texas,including expenditures in landleases,constructi

195、on and renovation,procurement of equipment,among others.approximately 30%for research and development,especiallythe development of energy management and batterymanagement technologies;approximately 25%for our global market expansion;andapproximately 15%to supplement our working capital forgeneral co

196、rporate purposes.See“Use of Proceeds”for more information.Lock-upWe,our directors,executive officers,existing shareholders andholders of share-based awards have agreed with the underwriters,subject to certain exceptions,not to offer,sell,or dispose of anyshares of our share capital or securities con

197、vertible into orexchangeable or exercisable for any shares of our share capitalduring the 180-day period following the date of this prospectus.See“Shares Eligible for Future Sale”and“Underwriting”for moreinformation.Payment and settlementThe underwriters expect to deliver the ADSs against paymentthe

198、refor through the facilities of The Depository Trust Company on,2024.DepositaryThe Bank of New York Mellon.TaxationFor Cayman,Germany,PRC and U.S.federal income taxconsiderations with respect to the ownership and disposition of theADSs,see“Taxation.”Risk FactorsSee“Risk Factors”and other information

199、 included in thisprospectus for discussions of the risks relating to investing in theADSs.You should carefully consider these risks before deciding toinvest in the ADSs.12TABLE OF CONTENTS Unless otherwise indicated,all information contained in this prospectus assumes no exercise of theoption grante

200、d to the underwriters to purchase up to additional Class A ordinary shares to coverover-allotments,if any,in connection with the offering.13TABLE OF CONTENTS OUR SUMMARY CONSOLIDATED FINANCIAL DATAThe following summary consolidated statements of comprehensive income(loss)and cash flows datafor the y

201、ears ended December 31,2021 and 2022,summary consolidated balance sheets data as ofDecember 31,2021 and 2022 have been derived from audited consolidated financial statements includedelsewhere in this prospectus.The following summary consolidated statements of comprehensive income(loss)and cash flows

202、 data for the nine months ended September 30,2022 and 2023,summary consolidatedbalance sheets data as of September 30,2023 have been derived from our unaudited condensed consolidatedfinancial statements included elsewhere in this prospectus and have been prepared on the same basis as ouraudited cons

203、olidated financial statements.The consolidated financial statements are prepared and presentedin accordance with accounting principles generally accepted in the United States of America,or U.S.GAAP.Our historical results are not necessarily indicative of results expected for future periods.You shoul

204、d read“Our Summary Consolidated Financial Data”together with our consolidated financial statements and therelated notes and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Summary Consolidated Statements of Comprehensive Incom

205、e(Loss)For the Year Ended December 31,For the Nine Months Ended September 30,2021 2022 20222023 US$%US$%US$%US$%(in thousands,except for percentages)Revenues 13,156 100.0 29,424 100.0 19,179 100.0 27,994 100.0Cost of revenues (8,529 (64.8 (18,719 (63.6 (12,190 (63.6 (15,627 (55.8Gross profit 4,627 3

206、5.2 10,705 36.4 6,989 36.4 12,367 44.2Operating expenses:Selling and marketingexpenses (2,423 (18.4 (3,516 (11.9 (2,481 (12.9 (4,018 (14.4Research and developmentexpenses (1,711 (13.0 (2,816 (9.6 (1,951 (10.2 (2,599 (9.3General andadministrative expenses (2,460 (18.7 (2,745 (9.3 (1,866 (9.7 (11,846

207、(42.3Total operating expenses (6,594 (50.1 (9,077 (30.9 (6,298 (32.8 (18,463 (66.0Operating income(loss)(1,928 (14.7 1,655 5.6 719 3.8 (5,666 (20.2Income(loss)before incometaxes (2,066 (15.7 1,598 5.4 700 3.7 (6,704 (23.9Net income(loss)(2,067 (15.7 1,610 5.5 713 3.7 (6,709 (24.0Comprehensive income

208、(loss)(2,832 (21.5 4,193 14.3 3,842 20.0 (6,123 (21.9Summary Consolidated Balance Sheets As of December 31,As ofSeptember 30,2021 2022 2023 US$US$US$(in thousands)Cash and cash equivalents 4,795 8,338 16,381Restricted cash 33 332 221Accounts receivable,net 4,320 7,560 8,874 14)TABLE OF CONTENTS As o

209、f December 31,As ofSeptember 30,2021 2022 2023 US$US$US$(in thousands)Amounts due from related partiescurrent 21 3,611 712Inventories 3,233 6,230 5,083Prepayments and other current assets 1,557 2,112 3,858Total current assets 13,959 28,183 35,129Total assets 19,237 29,139 36,300Short-term bank borro

210、wings 1,794 4,123 4,875Accounts payable 2,938 6,630 4,322Contract liabilities 1,729 2,810 1,205Operating lease liabilitiescurrent 87 236 282Convertible debts 11,929Financial liability 64 242 231Amounts due to a related party 59Accrued expenses and other current liabilities 2,438 3,952 3,407Total cur

211、rent liabilities 9,050 17,993 26,309Total liabilities 9,072 18,291 26,579Total mezzanine equity 40,875 38,894 38,073Total shareholders deficit (30,710 (28,046 (28,353Total liabilities,mezzanine equity and shareholders deficit 19,237 29,139 36,300Summary Consolidated Statements of Cash Flows For the

212、Year EndedDecember 31,For the Nine MonthsEnded September 30,2021 2022 2022 2023 US$US$US$US$(in thousands)Net cash provided by(used in)operating activities (6,479 849 (1,072 (3,082 Net cash provided by(used in)investing activities (4,843 1,222 (111 2,470 Net cash provided by financing activities 15,

213、189 2,278 931 9,263 Effect of foreign currency exchange rate changes on cash andcash equivalents and restricted cash 148 (507 (635 (719 Net increase(decrease)in cash,cash equivalents and restrictedcash 4,015 3,842 (887 7,932 Cash,cash equivalents and restricted cash at the beginning ofthe year(perio

214、d)813 4,828 4,828 8,670 Cash,cash equivalents and restricted cash at the end of theyear(period)4,828 8,670 3,941 16,602 Non-GAAP Financial MeasuresWe consider adjusted net income(loss),a non-GAAP financial measure,as a supplemental measure toreview and assess our operating performance.The presentati

215、on of this non-GAAP financial measure is notintended to be considered in isolation or as a substitute for the financial information prepared and presented 15)TABLE OF CONTENTS in accordance with U.S.GAAP.We present this non-GAAP financial measure because it is used by ourmanagement to evaluate our o

216、perating performance and formulate business plans.We also believe that theuse of this non-GAAP measure facilitates investors assessment of our operating performance.This non-GAAP financial measure is not defined under U.S.GAAP and is not presented in accordancewith U.S.GAAP.This non-GAAP financial m

217、easure has limitations as an analytical tool.One of the keylimitations of using this non-GAAP financial measure is that it does not reflect all items of income andexpense that affect our operations.Further,this non-GAAP measure may differ from the non-GAAPinformation used by other companies,includin

218、g peer companies,and therefore its comparability may belimited.We compensate for these limitations by reconciling this non-GAAP financial measures to thenearest U.S.GAAP performance measure,all of which should be considered when evaluating ourperformance.We encourage you to review our financial info

219、rmation in its entirety and not rely on a singlefinancial measure.Adjusted Net Income(Loss)We define adjusted net income(loss)as net income(loss)excluding share-based compensation andchanges in fair value of financial instruments.The following table reconciles our adjusted net income(loss)for the pe

220、riods indicated to the mostdirectly comparable financial measure calculated and presented in accordance with U.S.GAAP,which is netincome(loss):For the Year EndedDecember 31,For the Nine MonthsEnded September 30,2021 2022 2022 2023 US$US$US$US$(in thousands,except for percentages)Net income(loss)(2,0

221、67 1,610 713 (6,709Add:share-based compensation 7,457Changes in fair value of financial instruments 12 191 128 887Adjusted net income(loss)(2,055 1,801 841 1,635 16)TABLE OF CONTENTS RISK FACTORSInvesting in our securities involves a high degree of risks.Before you make a decision to purchase oursec

222、urities,in addition to the risks and uncertainties discussed above under“Special Note RegardingForward-Looking Statements and Industry Data,”you should carefully consider the specific risks set forthherein.If any of these risks actually occur,it may materially harm our business,results of operations

223、,financial condition and prospects.As a result,the market price of our securities could decline,and youcould lose all or part of your investment.Additionally,the risks and uncertainties described in thisprospectus,including our consolidated financial statements and the related notes and“ManagementsD

224、iscussion and Analysis of Financial Condition and Results of Operations,”are not the only risks anduncertainties that we face.Additional risks and uncertainties not presently known to us or that we currentlybelieve to be immaterial may become material and adversely affect our business.RISKS RELATED

225、TO OUR BUSINESSWe have experienced rapid growth and expect to invest in growth for the foreseeable future.If we fail to managegrowth effectively,our business,results of operations,financial condition and prospects could be adversely affected.We have experienced rapid growth in recent periods.For exa

226、mple,our revenue increased fromUS$13.2 million in 2021 to US$29.4 million in 2022 and from US$19.2 million in the nine months endedSeptember 30,2022 to US$28.0 million in the same period in 2023.The recent rapid growth in our businesshas placed,and is expected to continue to place,a significant stra

227、in on our managerial,administrative,operational,and financial resources,as well as our infrastructure.We plan to continue to expand ouroperations in the future.Our success will depend in part on our ability to manage this growth effectively andexecute our business plan.To manage the expected growth

228、of our operations and personnel,we will need tocontinue to improve our operational,financial,and management controls,as well as our reporting systemsand procedures.To manage our growth effectively,we shall continue to improve and expand our operational,financial,and administrative systems and proced

229、ures.We shall also continue to manage our employees,operations,finances,research and development,and capital investments efficiently.Our productivity and the quality ofour products and services may be adversely affected if we do not integrate and train our new employeesquickly and effectively or if

230、we fail to appropriately coordinate across our executive,research anddevelopment,sales and marketing,and other general and administrative teams.As we continue to grow,wewill incur additional expenses,and our growth may continue to place a strain on our resources,infrastructure,and ability to maintai

231、n the quality of our products and services.If we do not adapt to meetthese evolving challenges,or if the current and future members of our management team do not effectivelymanage our growth,the quality of our products and services may suffer and our corporate culture may beharmed.Failure to manage

232、our future growth effectively could have an adverse impact on our business,results of operations,financial condition and prospects.Our growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of anddemand for electric vehicles(“EVs”).Our growth is highly de

233、pendent upon the adoption of EVs both by businesses and consumers.Themarket for EVs is still rapidly evolving,characterized by rapidly changing technologies,increasingconsumer choice as it relates to available EV models,their pricing and performance,evolving governmentregulation and industry standar

234、ds,changing consumer preferences and behaviors,intensifying levels ofconcern related to environmental issues,and governmental initiatives related to climate change and theenvironment generally.Our revenues are driven in large part by EV drivers driving and charging behavior.Although demand for EVs h

235、as grown in recent years,there is no guarantee of continuing future demand.Direct current(“DC”)fast charging in particular may not develop as expected and may fail to attractprojected market share of the EV charger market.If the market for EVs develops more slowly thanexpected,or if demand for EVs d

236、ecreases,our growth would be reduced and our business,results ofoperations,financial condition and prospects would be harmed.The market for EVs could be affected bynumerous factors,such as:perceptions about EV features,quality,driver experience,safety,performance and cost;17TABLE OF CONTENTS percept

237、ions about the limited range over which EVs may be driven on a single battery charge andabout availability and access to sufficient EV chargers;competition,including from other types of alternative fuel vehicles(such as hydrogen fuel cellvehicles),plug-in hybrid EVs and high fuel-economy internal co

238、mbustion engine(“ICE”)vehicles;increases in fuel efficiency in legacy ICE and hybrid vehicles;volatility in the price of gasoline and diesel at the pump;EV supply chain disruptions,including but not limited to availability of certain components(e.g.,semiconductors),ability of EV manufacturers to ram

239、p-up EV production,availability of batteries,and battery materials;concerns regarding the stability of the electrical grid;the decline of an EV batterys ability to hold a charge over time;availability of service for EVs;consumers perception about the convenience,speed,and cost of EV charging;governm

240、ent regulations and economic incentives,including adverse changes in,or expiration of,favorable tax incentives related to EVs,EV chargers or decarbonization generally;relaxation of government mandates or quotas regarding the sale of EVs;the number,price and variety of EV models available for purchas

241、e;andconcerns about the future viability of EV manufacturers.In addition,sales of vehicles in the automotive industry can be cyclical,which may affect growth inacceptance of EVs.It is uncertain how macroeconomic factors will impact demand for EVs,particularlysince they can be more expensive than tra

242、ditional gasoline-powered vehicles,when the automotive industryglobally has been experiencing a recent decline in sales.While many global OEMs and several new market entrants have announced plans for new EV models,the lineup of EV models with increasing fast charging needs expected to come to market

243、 over the nextseveral years may not materialize in that time frame or may fail to attract sufficient customer demand.Demand for EVs may also be affected by factors directly impacting automobile prices or the cost ofpurchasing and operating automobiles,such as sales and financing incentives,prices of

244、 raw materials andparts and components,cost of fuel and governmental regulations,including tariffs,import regulation andother taxes.Volatility in demand may lead to lower vehicle unit sales,which may result in reduced demandfor EV charging solutions and therefore adversely affect our business,result

245、s of operations,financialcondition and prospects.Our limited operating history may make it difficult to predict our future prospects and the risks and challenges wemay encounter in the rapidly evolving EV charger market.Due to our limited operating history in the rapidly evolving EV charger market,w

246、e cannot assure youthat we can accurately predict our future prospects.If products in our product roadmap,such as the newNZS chargers,do not achieve projected sales in the future,our growth prospects may be negatively affected.Estimates of future EV adoption in the world,the total addressable market

247、,serviceable addressablemarket for our products and services,and the EV charger market in general are included in this prospectus.Market opportunity estimates and growth forecasts,whether obtained from third-party sources or developedinternally,are subject to significant uncertainty and are based on

248、 assumptions and estimates that may proveto be inaccurate.The estimates and forecasts included in this prospectus relating to the size and expectedgrowth of the target market,market demand,EV adoption across individual market verticals and use cases,capacity of automotive and battery OEMs and abilit

249、y of charging infrastructure to address this demand andrelated pricing may also prove to be inaccurate.In particular,estimates regarding the current and projectedmarket opportunity for EV charger and future fast charging throughput or our market share capture aredifficult to predict.The estimated ad

250、dressable market may not materialize in the time frame of the 18TABLE OF CONTENTS projections included herein,if ever,and even if the markets meet the size estimates and growth estimatespresented in this prospectus,our business could fail to grow at similar rates.The EV charger market is characteriz

251、ed by rapid technological change,which requires us to continue to developnew products and product innovations.Any delays in such development could adversely affect market adoption ofour products and thus adversely affect our business,results of operations,financial condition and prospects.Continuing

252、 technological changes in battery and other EV technologies could adversely affect adoptionof current EV charging technology,continuing and increasing reliance on EV charging infrastructure and theuse of our products and services.Our future success will depend in part upon our ability to develop and

253、introduce a variety of new capabilities and innovations to our existing charging and energy storagesolutions,as well as introduce a variety of new products and services to address the changing needs of theEV charger market.As EV technologies change,we may need to upgrade or adapt our charging techno

254、logies and introducenew products and services in order to serve vehicles that have the latest technology,in particular batterytechnology,which could involve substantial costs.Even if we are able to keep pace with changes intechnology and develop new products and services,our research and development

255、 expenses could increase,our gross margins could be adversely affected in some periods and our prior products could becomeobsolete more quickly than expected.We cannot guarantee that any new products or services will be released in a timely manner,or at all,orachieve market acceptance.Delays in deli

256、vering new products or services that meet customer requirementscould damage our relationships with customers and lead them to seek alternative products or services.Delays in introducing products and innovations or the failure to offer innovative products or services atcompetitive prices may cause ex

257、isting and potential customers to use our competitors products or services.If we are unable to devote adequate resources to develop products or cannot otherwise successfullydevelop products or services that meet customer requirements on a timely basis or that remain competitivewith technological alt

258、ernatives,our products and services could lose market share,our revenue will decline,we may experience higher operating losses and our business,results of operations,financial condition andprospects will be adversely affected.We cannot guarantee that our future monetization strategies will be succes

259、sfully implemented or generatesustainable revenues and profit.We have developed a diversified revenue model and plan to explore additional opportunities tomonetize our customer base and technology by,for example,promoting a new monetization model for ourNZS chargers.If these efforts fail to achieve

260、our anticipated results,we may not be able to increase ormaintain our revenue growth.Specifically,in order to increase the number of our customers and their levelsof spending,we will need to address a number of challenges,including providing consistent qualityproducts and services;continuing to inno

261、vate and stay ahead of our competitors;and improving theeffectiveness and efficiency of our sales and marketing efforts.If we fail to address any of these challenges,we may not be successful in increasing the number of our customers and their expenditures with us,whichcould have a material adverse i

262、mpact on our business,results of operations,financial condition andprospects.We currently face competition from a number of companies and expect to face significant competition in the futureas the EV charger market develops.The EV charger industry is relatively new,and the competitive landscape is s

263、till developing.Successfully penetrating large emerging EV markets,such as Europe and the United States,will requireearly engagement with customers to gain market share,and ongoing efforts to scale channels,teams andprocesses.Our potential entrance into additional markets may require establishing ou

264、rselves against existingcompetitors.In addition,there are multiple competitors in Europe and the United States that could beginselling and commissioning chargers of lower quality which,in turn,may cause poor driver experiences,hampering overall EV adoption or trust in EV charger manufacturers.19TABL

265、E OF CONTENTS We believe that we are differentiated from current publicly listed EV charger competitors in that weoffer charging and energy storage solutions.However,there are other means for charging EVs and thecontinued or future adoption of such other means could affect the demand for our product

266、s and services.Further,our current or potential competitors may be acquired by third parties with greater availableresources.As a result,competitors may be able to respond more quickly and effectively than us to new orchanging opportunities,technologies,standards or customer requirements and may hav

267、e the ability toinitiate or withstand substantial price competition.In addition,competitors may in the future establishcooperative relationships with vendors of complementary products,technologies or services to increase theavailability of their solutions in the marketplace.This competition may also

268、 materialize in the form of costlyintellectual property disputes or litigation.New competitors or alliances may emerge in the future that have greater market share,more widelyadopted technologies,greater marketing expertise and greater financial resources,which could put us at acompetitive disadvant

269、age.Future competitors could also be better positioned to serve certain segments ofour current or future target markets,which could create price pressure.In light of these factors,even if ourofferings are more effective and of higher quality than those of our competitors,current or potentialcustomer

270、s may accept competitive solutions.If we fail to adapt to EV charger market conditions or continueto compete successfully with current charging providers or new competitors,our growth will be limitedwhich would adversely affect our business,results of operations,financial condition and prospects.Our

271、 future revenue growth will depend in significant part on our ability to increase sales of our products to ourcustomers.Our future revenue growth will depend in significant part on our ability to increase sales of ourproducts to our customers.As we compete with a large and growing number of EV charg

272、er solutionproviders,we have invested in branding,sales and marketing to acquire and retain customers and increasetheir spending in our products.If we are unable to increase sales of our products,our profitability could beadversely affected.We incurred selling and marketing expenses of US$2.4 millio

273、n,US$3.5 million,US$2.5 million andUS$4.0 million in 2021,2022,and the nine months ended September 30,2022 and 2023,respectively.Weexpect to continue to invest to acquire new customers and increase sales to existing ones,but there is noassurance that we can attract new customers or that our existing

274、 customers will stay with us.Any failure toattract and retain customers in the future would adversely affect our business,results of operations,financialcondition and prospects.We rely on a limited number of suppliers and OEMs of certain key components for our products,such as batteries.Aloss of any

275、 of these partners,including as a result of a global supply shortage or major shipping disruption,couldnegatively affect our business,results of operations,financial condition and prospects.We rely on a limited number of suppliers and OEMs to manufacture components for our products.Thisreliance on a

276、 limited number of suppliers and OEMs increases our risks,since we do not currently haveproven reliable alternative or replacement suppliers and OEMs for certain components beyond these keyparties,and in some cases replacing the suppliers or OEMs would require re-certification of the chargers byrele

277、vant regulatory authorities.A catastrophic loss of the use of one or more of our OEMs due to pandemics,including the COVID-19 pandemic,accident,fire,explosion,labor issues,extreme weather events,naturaldisasters,condemnation,cyberattacks,cancellation or non-renewals of leases,terrorist attacks or ot

278、her actsof violence or war or otherwise could have a material adverse effect on their production capabilities.Inaddition,unexpected failures,including as a result of power outages or similar disruptions outside of ourcontrol,could result in production delays or the loss of components or products in

279、the equipment ormachinery at the time of such failures.In the event of a supply shortage or major shipping disruption,wemay not be able to increase capacity from other sources,or develop alternate or secondary sources,withoutincurring material additional costs and substantial delays.For more informa

280、tion,see“Risk FactorsRisksRelated to Our International OperationsWe face risks associated with our international operations andsupply chain,including unfavorable regulatory,political,tax,labor,pandemic and market conditions andother risks,which could adversely affect our business,results of operatio

281、ns,financial condition andprospects.”20TABLE OF CONTENTS Thus,our business could be adversely affected if one or more of our suppliers is impacted by any supplyshortages,price increases,or manufacturing,shipping or regulatory disruptions.If we experience a significant increase in demand for our prod

282、ucts,or if we need to replace an existingsupplier or OEM,it may not be possible to supplement or replace them on acceptable terms or at all,whichmay undermine our ability to deliver products to customers in a timely manner.For example,it may take asignificant amount of time to identify an OEM that h

283、as the capability and resources to produce batteries insufficient volume.Identifying suitable suppliers and OEMs could be an extensive process that requires us tobecome satisfied with their component or sub-assembly specifications,quality control,technicalcapabilities,responsiveness and service,fina

284、ncial stability,regulatory compliance,and labor and otherethical or environmental,social and governance practices.Accordingly,a loss of any significant suppliers orOEMs could have an adverse effect on our business,results of operations,financial condition and prospects.We are dependent on a limited

285、number of significant customers for a substantial portion of our revenues.The lossof any such customer,or a reduction in revenue generated from any such customer could have a material adverseeffect on our business,results of operations,financial condition and prospects if they are not replaced by an

286、otherlarge sales order.We are,and may continue to be,dependent on a limited number of significant customers for asubstantial portion of our revenue.For example,in 2021,2022,and the nine months ended September 30,2022 and 2023,revenue generated from our largest customer accounted for 32%,63%,70%and 4

287、5%of ourtotal revenues for the same periods,respectively.We cannot be certain that customers that have accountedfor significant revenues in past periods,individually or as a group,will continue to generate similarrevenues in any future period.We may lose one or more of our significant customers due

288、to various factors,including but not limited to increased competition,material changes in such customers operations,breachof contract or policy,and any deterioration in our relationship with such customers.The loss or reduction inrevenues generated from significant customers,any reduction,delay or c

289、ancellation of orders from one ormore of our significant customers,or a decision by one or more of our significant customers to selectproducts or services provided by a competitor,would significantly and negatively impact our business,results of operations,financial condition and prospects.Additiona

290、lly,the failure of our significant customersto pay their current or future outstanding balances would increase our operating expenses and reduce ourcash flows.We may be adversely affected by foreign currency fluctuations.We routinely transact business in currencies other than the U.S.dollar.Addition

291、ally,we maintain aportion of our cash and investments in currencies other than the U.S.dollar and may,from time to time,experience losses resulting from fluctuations in the values of these foreign currencies,which could causeour reported net earnings to decrease,or could result in a negative impact

292、to shareholders deficit.Inaddition,failure to manage foreign currency exposures could cause our results of operations to be morevolatile.Adverse,unforeseen or rapidly shifting currency valuations in our key markets may magnify theserisks over time.Failure to effectively expand our sales and marketin

293、g capabilities could harm our ability to increase our customerbase and achieve broader market acceptance of our solutions.Our ability to grow our customer base,achieve broader market acceptance,grow revenue,and achieveand sustain profitability will depend,to a significant extent,on our ability to ef

294、fectively expand our salesand marketing operations and activities.We rely on our sales and marketing teams to obtain new customersand grow our business.We plan to continue to expand in these functional areas but we may not be able torecruit and hire a sufficient number of competent personnel with re

295、quisite skills,technical expertise andexperience,which may adversely affect our ability to expand our sales capabilities.The hiring process canbe costly and time consuming,and new employees may require significant training and time before theyachieve full productivity.Recent hires and planned hires

296、may not become as productive as quickly asanticipated,and we may be unable to hire or retain sufficient numbers of qualified individuals.Our abilityto achieve significant revenue growth in the future will depend,in large part,on our success in recruiting,training,incentivizing and retaining a suffic

297、ient number of qualified personnel attaining desired 21TABLE OF CONTENTS productivity levels within a reasonable time.Our business will be harmed if investment in personnel relatedto sales and marketing activities does not generate a significant increase in revenue.If we fail to offer high-quality p

298、roducts and services,or fail to maintain high availability of our products or servicesand strong user experience,our business and reputation will suffer.We offer a portfolio of customizable and environment-friendly products and comprehensive servicescatering to different and evolving needs in the EV

299、 era.Rapid and high-quality customer services isimportant so customers can receive reliable charging for their EVs.The importance of high-quality productsand services will increase as we seek to expand our business and pursue new customers and geographies.Ifwe do not quickly resolve issues and provi

300、de high-quality products and services,our ability to retaincustomers or sell additional products and services to existing customers could suffer and our brand andreputation could be harmed.If a safety issue occurs with our products,or similar products from another manufacturer,there could be adverse

301、publicity around our products or the safety of EV chargers generally,which could adversely affect our business,results of operations,financial condition and prospects.Manufacturers of EV chargers,including us,may be subject to claims that their products havemalfunctioned and,as a result,persons were

302、 injured and/or property was damaged.For example,undercertain circumstances,including improper charging,lithium-ion batteries have been observed to catch fireor vent smoke and flames.In addition,our customers could be subjected to claims as a result of suchincidents and may bring legal claims agains

303、t us to attempt to hold us liable.Any of these events could resultin negative publicity and reputational harm,which could adversely affect our business,results of operations,financial condition and prospects.Any delay in achieving our manufacturing expansion plans could impact revenue forecasts asso

304、ciated with thesefacilities.We presently intend to establish new manufacturing facilities in the United States.Our ability to fundthe completion of the project may depend on our ability to obtain enough cash flow from our operations,which may not materialize or be available at the needed levels,or o

305、ther sources of funding,which may notbe available at acceptable rates or at all.In addition,completion of the project could be delayed due tofactors outside of our control,including equipment delivery delays and other shipping delays orinterruptions,delays in customs processing,delays in obtaining r

306、egulatory approvals,work stoppages,imposition of new trade tariffs,unusual weather conditions and impacts of health pandemics.Any delays incompletion of these projects could impact revenue forecasts associated with the expanded facilities andcould adversely affect our business,results of operations,

307、financial condition and prospects.Computer malware,viruses,ransomware,hacking,phishing attacks and other network disruptions could result insecurity and privacy breaches,loss of proprietary information and interruption in service,which could adverselyaffect our business,results of operations,financi

308、al condition and prospects.Computer malware,viruses,physical or electronic break-ins and similar disruptions could lead tointerruption and delays in our services and operations and loss,misuse or theft of data.Computer malware,viruses,ransomware,hacking,phishing attacks or denial of service,against

309、online networks have becomemore prevalent and may occur on our systems.Any attempts by cyberattackers to disrupt our services orsystems,if successful,could harm our business,introduce liability to data subjects,result in themisappropriation of funds,be expensive to remedy and damage our reputation o

310、r brand.Insurance may notbe sufficient to cover significant expenses and losses related to cyberattacks.Even with the securitymeasures implemented by us,such as managed security services that are designed to detect and protectagainst cyberattacks,and any additional measures we may implement or adopt

311、 in the future,our facilitiesand systems,and those of our third-party service providers,could be vulnerable to security breaches,computer viruses,lost or misplaced data,programming errors,scams,burglary,human errors,acts ofvandalism,or other events.Efforts to prevent cyberattackers from entering com

312、puter systems are expensiveto implement,and we may not be able to cause the implementation or enforcement of such preventions withrespect to our third-party vendors.Though it is difficult to determine what,if any,harm may directly resultfrom any 22TABLE OF CONTENTS specific interruption or attack,an

313、y failure to maintain performance,reliability,security and availability ofsystems and technical infrastructure may,in addition to other losses,harm our reputation,brand and abilityto attract customers.We have previously experienced,and may in the future experience,service disruptions,outages andothe

314、r performance problems due to a variety of factors,including infrastructure changes,third-party serviceproviders,human or software errors and capacity constraints.There are several factors ranging from humanerror to data corruption that could materially impact the efficacy of any processes and proce

315、dures designedto enable us to recover from a disaster or catastrophe,including by lengthening the time services arepartially or fully unavailable to customers and users.It may be difficult or impossible to perform some or allrecovery steps and continue normal business operations due to the nature of

316、 a particular cyberattack,disaster or catastrophe or other disruption,especially during peak periods,which could cause additionalreputational damages,or loss of revenues,any of which would adversely affect our business and financialresults.We face risks related to health pandemics,including the COVI

317、D-19 pandemic,which could have a material adverseeffect on our business,results of operations,financial condition and prospects.Health pandemics may have a material adverse effect on our business,results of operations,financialcondition and prospects.For example,during the outbreak of COVID-19,the m

318、anufacturing,delivery andoverall supply chain of vehicle manufacturers and suppliers was disrupted and a decrease in vehicle sales,including EV sales,occurred in markets around the world,which resulted in the decrease in theaccompanying demand for our chargers.The negative impact for EVs may in turn

319、 harm our business,resultsof operations,financial condition and prospects.The COVID-19 pandemic also impacted our operations through supply chain and shipping constraints.We experienced delays in charger manufacturing and delivery,and increase in prices of some components,chips and shipping caused b

320、y COVID-19 and any resurgences,especially in the first quarter of 2022.Inaddition,the spread of COVID-19 has adversely affected our employees and operations and the operationsof our customers,suppliers,and business partners and negatively impact demand for EV charging.As of thedate of this prospectu

321、s,the COVID-19 pandemic has not resulted in a material adverse impact on our supplychain or business operations.Nonetheless,in the event of a re-occurrence or outbreak of any health pandemics,and if we cannoteffectively mitigate the risks posed by such health pandemics,our operations will be negativ

322、ely impacted.Health pandemics could limit the ability of customers,suppliers,and utilities to perform,including third-party suppliers and OEMs ability to provide components used in chargers,which may have an adverseimpact on our business.We may need to raise additional funds,and these funds may not

323、be available when needed or may be available onlyon unfavorable terms.We may need to raise additional capital in the future to further scale our business and expand toadditional markets.We may raise additional funds through the issuance of equity,equity-related or debtsecurities,through obtaining cr

324、edit from government or financial institutions or through grant funding.Wecannot be certain that additional funds or incentives will be available on favorable terms when required,orat all,or that we will be able to obtain additional funds under various existing and new state and localprograms in the

325、 future.If we cannot raise additional funds when needed,our business,results of operations,financial condition and prospects could be materially and adversely affected.If we raise funds through theissuance of debt securities or through loan arrangements,the terms of which could require significantin

326、terest payments,contain covenants that restrict our business,or other unfavorable terms.In addition,tothe extent we raise funds through the sale of additional equity securities,our shareholders would experienceadditional dilution.We have limited insurance coverage,and any claims beyond our insurance

327、 coverage may result in our incurringsubstantial costs and a diversion of resources.We maintain insurance policies to safeguard against risks and unexpected events,such as socialsecurity insurance for our employees as required by PRC law.Our insurance coverage may be insufficient tocover 23TABLE OF

328、CONTENTS any claim for product liability,damage to our fixed assets or employee injuries.Any liability or damage to,or caused by,our facilities or our personnel beyond our insurance coverage may result in our incurringsubstantial costs and a diversion of resources.Increases in labor costs,potential

329、labor disputes and work stoppages or an inability to hire skilled manufacturing,sales and other personnel could adversely affect our business,results of operations,financial condition andprospects.Our financial performance is affected by the availability of qualified personnel and the cost of labor.

330、An increase in labor costs,work stoppages or disruptions at our facilities or those of our suppliers,OEMs ortransportation service providers,or other labor disruptions,could decrease our sales and increase ourexpenses.Although our employees are not represented by a union,its labor force may become s

331、ubject tolabor union organizing efforts,which could cause us to incur additional labor costs.The competition forskilled research and development,manufacturing,sales and other personnel is intense in the regions inwhich our operation covered.A significant increase in the salaries and wages paid by co

332、mpeting employerscould result in a reduction of our labor force,increases in the salaries and wages that we must pay,or both.Additionally,potential employees may seek remote work options that are unavailable for certain positions.If we are unable to hire and retain skilled research and development,m

333、anufacturing,sales and otherpersonnel,our ability to execute our business plan,and our business,results of operations,financialcondition and prospects,would suffer.If we are unable to attract and retain key employees and hire qualified management,technical,engineering andsales personnel,our ability to compete and successfully grow our business would be harmed.Our success depends,in part,on our con

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