SEC Form 424B5 filed by Hesai Group

 Filed Pursuant to Rule 424(b)(5)​

 Registration No. 333-290069​

Prospectus Supplement to Prospectus dated September 5, 2025

Hesai Group

14,128,760 Class B ordinary shares

This prospectus supplement relates to the offering of 14,128,760 Class B ordinary shares, par value US$0.0001 per share, of Hesai Group as part of a global offering, or the Global Offering, consisting of (i) an international offering of 17,595,000 Class B ordinary shares, comprising 12,173,760 Class B ordinary shares in a U.S. offering, or the Registered Offering, and 5,421,240 Class B ordinary shares offered to our Cornerstone Investors (as described below), or the Exempt Offering, and (ii) a Hong Kong public offering of 1,955,000 Class B ordinary shares.

The public offering price for the international offering and the Hong Kong public offering is HK$212.80 per Class B ordinary share, or approximately US$27.30 per Class B ordinary share based on an exchange rate of HK$7.7949 to US$1.00.

We have exercised in full an option under the Hong Kong Underwriting Agreement (as defined below), pursuant to which we will allot and issue an aggregate of 2,550,000 additional Class B ordinary shares (representing 15.0% of the initial number of shares offered under the Global Offering) to cover additional demand (the “Offer Size Adjustment Option,” or “OSAO”). The 12,173,760 Class B ordinary shares offered in the Registered Offering includes 2,295,000 shares offered pursuant to the OSAO, and the 1,955,000 Class B ordinary shares offered in the Hong Kong public offering includes 255,000 shares offered pursuant to the OSAO.

Certain investors, including HHLR Advisors, Ltd., Taikang Life Insurance Co., Ltd, WT Asset Management Limited, Grab Holdings Limited, Hongda Group (Hong Kong) Co., Limited, and Commando Global Fund (the “Cornerstone Investors”), have agreed to purchase an aggregate of approximately US$148.0 million of Class B ordinary shares on the same terms as other investors in the international offering. At the public offering price of HK$212.80, the Cornerstone Investors will purchase an aggregate of 5,421,240 Class B ordinary shares (rounded down to the nearest whole board lot of 20 Class B Ordinary Shares) . Such Class B ordinary shares are being offered and sold in reliance on Regulation S and are not covered by this prospectus supplement and accompanying prospectus. See “The Offering.”

Our American depositary shares, or ADSs, are listed on the Nasdaq Global Select Market under the symbol “HSAI.” Each ADS represents one Class B ordinary share. On September 11, 2025, the last reported sale price of the ADSs on the Nasdaq Global Select Market was US$27.99 per ADS, or HK$218.18 per Class B ordinary share, based upon an exchange rate of HK$7.7949 to US$1.00.

The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for Class B ordinary shares sold in the United States, as well as for Class B ordinary shares initially offered and sold outside the United States in the Global Offering (other than an aggregate of 5,421,240 Class B ordinary shares sold to our Cornerstone Investors) that may be resold from time to time into the United States.

Approval-in-principle has been granted by The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, for the listing of, and permission to deal in, our Class B ordinary shares under the stock code “2525.”

We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in our ADSs and Class B ordinary shares involves risks. See “Risk Factors” beginning on page S-23 of this prospectus supplement and those included in the accompanying prospectus and the documents incorporated by reference in the accompanying prospectus to read about factors you should consider before buying our ADSs.

Hesai Group is not a Chinese operating company, but a Cayman Islands holding company with operations mainly conducted by its subsidiaries based in mainland China, and to a lesser extent by its subsidiaries based in the United States and elsewhere. This structure involves unique risks to investors. For more details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of our current corporate structure and operations” in our annual report on Form 20-F for the year ended

December 31, 2024, or our 2024 Annual Report. In this prospectus supplement, unless otherwise indicated or the context otherwise requires, references in this prospectus supplement to “Hesai,” “we,” “us,” “our company” and “our” are to Hesai Group, our Cayman Islands holding company, and its subsidiaries, including Hesai Technology, and “Hesai Technology” are to Hesai Technology Co., Ltd. and its subsidiaries in mainland China, the U.S. and elsewhere. Unless otherwise specified, in the context of describing business and operations, we are referring to the business and operations conducted by Hesai Technology.

We face various legal and operational risks associated with being based in and having the majority of our operations in mainland China and the complex and evolving mainland China laws and regulations. For example, we face risks associated with the fact that the PRC government has significant oversight in regulating our operations and may influence or intervene in our operations at any time, regulatory approvals on offerings conducted overseas by, and foreign investment in, China-based issuers, anti-monopoly regulatory actions, and oversight on data security, which may impact our ability to conduct certain businesses, accept foreign investments, or continue to list on a United States exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or hinder our ability to offer or continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless.

Under mainland China laws and regulations, we are subject to restrictions on foreign exchange and cross-border cash transfers, including to Hesai Group, or the Parent, and U.S. investors. Our ability to distribute earnings to the Parent and U.S. investors is also limited. We are a Cayman Islands holding company and rely on dividends and other distributions on equity from our mainland China subsidiaries for our cash requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur outside of mainland China. Current mainland China regulations permit our mainland China subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our mainland China subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until the total amount set aside reaches 50% of its registered capital. Our mainland China subsidiaries shall not distribute profits before losses are covered and the statutory reserve funds are drawn. Additionally, if our mainland China subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us. In addition, the revenue and assets of our mainland China subsidiaries are generally denominated in Renminbi, which is not completely freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our mainland China subsidiaries to pay dividends to us. See “Prospectus Supplement Summary — Cash Flows through Our Organization.”

Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or the HFCAA, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years because of a position taken by authorities in a foreign jurisdiction, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Since then, the PCAOB has not issued any new determination regarding its ability to inspect or investigate registered public accounting firms headquartered in mainland China and Hong Kong. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA following the filing of our 2024 Annual Report. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Industry — The PCAOB had historically been unable to inspect our auditor in relation to their audit work” and “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Industry — Our

ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” in our 2024 Annual Report.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PRICE HK$212.80 PER CLASS B ORDINARY SHARE

(1)

Includes the sale of 12,173,760 Class B ordinary shares in the Registered Offering and the sale of 1,955,000 Class B ordinary shares in the Hong Kong public offering, and does not include the sale of 5,421,240 Class B ordinary shares in the Exempt Offering which is not covered by this prospectus supplement and accompanying prospectus.

​

(2)

Equivalent to US$27.30 per ADS, based upon each ADS representing one Class B ordinary share and an exchange rate of HK$7.7949 to US$1.00, the exchange rate in effect as of August 29, 2025 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.

​

(3)

See “Underwriting” beginning on page S-40 of this prospectus supplement for a description of the compensation payable to the underwriters.

​

We have granted the international underwriters an option (the “Over-allotment Option,” or “OAO”), exercisable by Capital International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited and CMB International Capital Limited (collectively, the “Sponsor-OCs”) on behalf of the international underwriters, to purchase up to an aggregate of 2,932,500 additional Class B ordinary shares (representing 15.0% of the number of shares available under the Global Offering, taking into account the full exercise of the Offer Size Adjustment Option) at the price of International Offer Shares, to cover over-allocations in the International Offering, if any.

The underwriters expect to deliver the Class B ordinary shares against payment therefor through the facilities of the Central Clearing and Settlement System on or about September 16, 2025.

Prospectus supplement dated September 11, 2025.

 

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor any of the underwriters is making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of each of their

 

S-i

 

respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our or the underwriters’ behalf, to subscribe for and purchase any of the Class B ordinary shares and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

 

S-ii

 

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in the accompanying prospectus. The second part is the accompanying prospectus dated September 5, 2025 included in the registration statement on Form F-3 (No. 333-290069), which provides more general information.

To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference in the accompanying prospectus, on the other hand, you should rely on the information in this prospectus supplement.

Other than the Hong Kong public offering, no action is being taken in any jurisdiction outside the United States to permit a public offering of the Class B ordinary shares, and no action is being taken in any jurisdiction outside the United States to permit the possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to the Global Offering (as defined in the prospectus supplement under the caption “Underwriting”) and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.

You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of ordinary shares offered by this prospectus supplement. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement. You must not rely on any unauthorized information or representations.

Before purchasing any securities, you should carefully read this prospectus supplement and the accompanying prospectus together with the additional information described under the headings “Where You Can Find More Information About Us” and “Incorporation of Certain Documents by Reference” in this prospectus supplement.

In this prospectus supplement, unless otherwise indicated or unless the context otherwise requires:

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“AFRC” refers to the Accounting and Financial Reporting Council of Hong Kong;

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•

“Capital Market Intermediaries” refers to China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited, Haitong International Securities Company Limited, BOCI Asia Limited, Futu Securities International (Hong Kong) Limited, DBS Asia Capital Limited, ICBC International Securities Limited, ABCI Capital Limited, ABCI Securities Company Limited, and CCB International Capital Limited;

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•

“CIC” refers to China Insights Industry Consultancy Limited, and “the CIC Report” refers to the industry report we commissioned CIC to prepare on our industry and market position in China;

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•

“Global Offering” refers to an international offering of 17,595,000 Class B ordinary shares and a Hong Kong public offering of 1,955,000 Class B ordinary shares (with the Offer Size Adjustment Option exercised in full and subject to the Over-allotment Option);

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•

“Guide” refers to the Guide for New Listing Applicants published by the Hong Kong Stock Exchange;

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•

“Hong Kong dollars” or “HK$” refers to the legal currency of Hong Kong;

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“Hong Kong Listing Rules” or “Listing Rules” refers to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time;

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“Joint Bookrunners” refers to China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited, Haitong International Securities Company Limited, BOCI Asia Limited, Futu Securities International (Hong

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S-1

 

Kong) Limited, DBS Asia Capital Limited, ICBC International Securities Limited, ABCI Capital Limited, and CCB International Capital Limited;

•

“Joint Global Coordinators” refers to China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited, Haitong International Securities Company Limited, BOCI Asia Limited, Futu Securities International (Hong Kong) Limited, DBS Asia Capital Limited, and ICBC International Securities Limited;

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•

“Joint Lead Managers” refers to China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited, Haitong International Securities Company Limited, BOCI Asia Limited, Futu Securities International (Hong Kong) Limited, DBS Asia Capital Limited, ICBC International Securities Limited, ABCI Securities Company Limited, and CCB International Capital Limited;

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•

“Joint Sponsors” refers to China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited, CMB International Capital Limited;

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•

“lidar” refers to life detection and ranging, a remote sensing method that uses light to measure the distance or range of objects;

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•

“Listing” refers to the listing of our Class B ordinary shares on the Main Board of the Hong Kong Stock Exchange and “Listing Date” refers to the date, expected to be on or about September 16, 2025, on which the Class B ordinary shares on to be listed and on which dealings in the Class B ordinary shares are to be first permitted to take place on the Hong Kong Stock Exchange;

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•

“Overall Coordinators” refers to China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited, Haitong International Securities Company Limited, and BOCI Asia Limited;

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•

“Securities and Futures Ordinance” refers to Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time; and

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•

“SFC” refers to the Securities and Futures Commission of Hong Kong;

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•

“Stabilizing Manager” refers to China International Capital Corporation Hong Kong Securities Limited; and

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•

“Track Record Period” refers to the years ended December 31, 2022, 2023 and 2024 and the three months ended March 31, 2025.

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Capitalized terms used in this prospectus supplement but not defined herein are defined in the accompanying prospectus or in our 2024 Annual Report that is incorporated therein by reference.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus supplement are made at a rate of RMB7.2567 to US$1.0000, the exchange rate in effect as of March 31, 2025 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all.

All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

 

S-2

 

SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the information incorporated by reference therein contain forward-looking statements that reflect our current expectations and views of future events. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

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our goals and strategies;

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•

our future business development, financial condition and results of operations;

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•

expected changes in our revenues, costs or expenditures;

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•

the trends in, expected growth and the market size of the ADAS and Robotics industries;

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•

the market for and adoption of lidar and related technology;

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•

our ability to produce high-quality products with wide market acceptance;

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•

the success of our customers in developing and commercializing products using our solutions, and the market acceptance of those products;

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•

our ability to introduce new products that meet our customers’ requirement;

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•

our expectations regarding the effectiveness of our marketing initiatives and the relationship with our third-party partners;

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•

competition in our industry;

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•

our ability to recruit and retain qualified personnel;

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•

government policies and regulations relating to our industry;

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•

our ability to protect our systems and infrastructures from cyber-attacks;

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•

general economic and business conditions globally and in China; and

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•

assumptions underlying or related to any of the foregoing.

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Although we believe that our expectations expressed in the forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. These forward-looking statements are subject to risks, uncertainties and assumptions about our company. Our actual results of operations may differ materially from the forward-looking statements as a result of the risk factors disclosed in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should thoroughly read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein with the understanding that our actual future results may be materially different from, or worse than, what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus supplement contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a

 

S-3

 

number of assumptions. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein for a more complete discussion of the risks of an investment in our securities and other risks outlined in our other filings with the SEC. The forward-looking statements included in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein are made only as of the date of the document in which those statements were originally made, and we do not undertake any obligation to update the forward-looking statements except as required under applicable law.

 

S-4

 

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S-5

 

S-6

 

S-7

 

S-8

 

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AT Series

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ET Series(1)

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FT Series(1)

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Pandar Series

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OT Series

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XT Series

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QT Series

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JT Series

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Application

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ADAS – long range detection

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ADAS – long range detection

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ADAS –  blind spot detection

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Robotics –  long-range detection

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Robotics –  long-range detection

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Robotics –  mid-range detection

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Robotics –  blind-spot detection

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Robotics –  short-range 3D detection

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Release date

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July 2021

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April 2023

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November 2022

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April 2017

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September 2024

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October 2020

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January 2020

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January 2025

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Operating principle

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ToF(4)

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ToF

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ToF

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ToF

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ToF

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ToF

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ToF

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ToF

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Type

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Hybrid Solid State

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Hybrid Solid State

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Solid State

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Mechanical

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Mechanical

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Mechanical

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Mechanical

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Mechanical

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Channel

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up to 1440

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up to 512

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—

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up to 128

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128

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up to 32

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up to 128

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up to 256

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Range(2)

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up to 300 m

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up to 400 m

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up to 30 m

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up to 200 m

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up to 200 m

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up to 80 m

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up to 20 m

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up to 60 m

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Point cloud frequency

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up to 12.29 million points/​ second

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up to 5.60 million points/​ second

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up to 0.49 million points/​ second

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up to 3.46 million points/​ second

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3.46 million points/​ second

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up to 0.64 million points/​ second

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up to 0.86 million points/​ second

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up to 1.15 million points/​ second

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FOV(5) (vertical)

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up to 25.4°

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up to 25°

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up to 140°

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40°

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40°

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up to 40.3°

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up to 105.2°

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up to 189°

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FOV (horizontal)

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up to 140° finest

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120°

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up to 180°

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360°

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360°

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360°

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360°

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360°

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Resolution (vertical)

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up to 0.0125°

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0.05° finest

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up to 0.6°

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up to 0.125° finest

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0.125° finest

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up to 1°

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up to 0.4° finest

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—

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Resolution (horizontal)(3)

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up to 0.02°

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0.05° finest

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up to 0.6°

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up to 0.1° finest (10 Hz frame rate)

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0.1° finest

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0.18° (10 Hz frame rate)

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up to 0.4° finest (10 Hz frame rate)

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—

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Interference rejection technology

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Intelligent point cloud engine

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ASIC-based one dimensional electronic scanning

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X

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VCSEL technology

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X

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X

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ASIC approach

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X

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Minimum Power consumption

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8 W

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11 W

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<6 W

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18 W

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29 W

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10 W

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10 W

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<8W

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S-9

 

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S-10

 

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S-11

 

S-12

 

S-13

 

S-14

 

S-15

 

S-16

 

S-17

 

S-18

 

S-19

 

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For the Year Ended December 31,

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For the Six months ended June 30,

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2022

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2023

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2024

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2024

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2025

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RMB

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RMB

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RMB

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US$

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RMB

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RMB

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US$

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(unaudited)

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(unaudited)

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(unaudited)

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(in thousands)

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Net revenues

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1,202,670

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1,876,989

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​

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2,077,157

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​

​

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286,240

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​

​

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817,982

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​

​

​

​

1,231,690

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​

​

​

​

171,937

​

​

Cost of revenues

​

​

​

​

(730,683)

​

​

​

​

​

(1,215,611)

​

​

​

​

​

(1,192,572)

​

​

​

​

​

(164,341)

​

​

​

​

​

(471,934)

​

​

​

​

​

(711,977)

​

​

​

​

​

(99,388)

​

​

Gross profit

​

​

​

​

471,987

​

​

​

​

​

661,378

​

​

​

​

​

884,585

​

​

​

​

​

121,899

​

​

​

​

​

346,048

​

​

​

​

​

519,713

​

​

​

​

​

72,549

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Sales and marketing expenses

​

​

​

​

(104,835)

​

​

​

​

​

(148,798)

​

​

​

​

​

(193,032)

​

​

​

​

​

(26,601)

​

​

​

​

​

(97,709)

​

​

​

​

​

(92,857)

​

​

​

​

​

(12,962)

​

​

General and administrative expenses

​

​

​

​

(201,007)

​

​

​

​

​

(320,144)

​

​

​

​

​

(316,913)

​

​

​

​

​

(43,672)

​

​

​

​

​

(134,913)

​

​

​

​

​

(117,807)

​

​

​

​

​

(16,445)

​

​

Research and development expenses

​

​

​

​

(555,179)

​

​

​

​

​

(790,547)

​

​

​

​

​

(855,641)

​

​

​

​

​

(117,910)

​

​

​

​

​

(393,011)

​

​

​

​

​

(382,525)

​

​

​

​

​

(53,398)

​

​

Other operating income, net

​

​

​

​

10,817

​

​

​

​

​

26,520

​

​

​

​

​

276,093

​

​

​

​

​

38,047

​

​

​

​

​

45,354

​

​

​

​

​

62,880

​

​

​

​

​

8,778

​

​

Total operating expenses

​

​

​

​

(850,204)

​

​

​

​

​

(1,232,969)

​

​

​

​

​

(1,089,493)

​

​

​

​

​

(150,136)

​

​

​

​

​

(580,279)

​

​

​

​

​

(530,309)

​

​

​

​

​

(74,027)

​

​

Loss from operations

​

​

​

​

(378,217)

​

​

​

​

​

(571,591)

​

​

​

​

​

(204,908)

​

​

​

​

​

(28,237)

​

​

​

​

​

(234,231)

​

​

​

​

​

(10,596)

​

​

​

​

​

(1,478)

​

​

Interest income

​

​

​

​

58,734

​

​

​

​

​

99,813

​

​

​

​

​

104,401

​

​

​

​

​

14,387

​

​

​

​

​

56,392

​

​

​

​

​

41,488

​

​

​

​

​

5,792

​

​

Interest expense

​

​

​

​

—

​

​

​

​

​

(3,069)

​

​

​

​

​

(12,827)

​

​

​

​

​

(1,768)

​

​

​

​

​

(5,620)

​

​

​

​

​

(11,552)

​

​

​

​

​

(1,613)

​

​

Foreign exchange gain (loss)

​

​

​

​

20,858

​

​

​

​

​

(452)

​

​

​

​

​

14,577

​

​

​

​

​

2,009

​

​

​

​

​

5,038

​

​

​

​

​

7,960

​

​

​

​

​

1,111

​

​

Other income (loss), net

​

​

​

​

(2,161)

​

​

​

​

​

34

​

​

​

​

​

(2,476)

​

​

​

​

​

(341)

​

​

​

​

​

71

​

​

​

​

​

(713)

​

​

​

​

​

(100)

​

​

Net loss before income tax and share of loss in equity method investments

​

​

​

​

(300,786)

​

​

​

​

​

(475,265)

​

​

​

​

​

(101,233)

​

​

​

​

​

(13,950)

​

​

​

​

​

(178,350)

​

​

​

​

​

26,587

​

​

​

​

​

3,712

​

​

Income tax (expenses)/​ benefit

​

​

​

​

66

​

​

​

​

​

(658)

​

​

​

​

​

(1,130)

​

​

​

​

​

(156)

​

​

​

​

​

(615)

​

​

​

​

​

(27)

​

​

​

​

​

(4)

​

​

Share of loss in equity method investment

​

​

​

​

(45)

​

​

​

​

​

(45)

​

​

​

​

​

(13)

​

​

​

​

​

(2)

​

​

​

​

​

(19)

​

​

​

​

​

(23)

​

​

​

​

​

(3)

​

​

Net (loss) income

​

​

​

​

(300,765)

​

​

​

​

​

(475,968)

​

​

​

​

​

(102,376)

​

​

​

​

​

(14,108)

​

​

​

​

​

(178,984)

​

​

​

​

​

26,537

​

​

​

​

​

3,705

​

​

​

​

​

As of December 31,

​

​

As of June 30,

​

​

​

​

2023

​

​

2024

​

​

2025

​

​

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

US$

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(unaudited)

​

​

(unaudited)

​

​

​

​

(in thousands)

​

Total current assets

​

​

​

​

4,397,609

​

​

​

​

​

4,682,656

​

​

​

​

​

645,287

​

​

​

​

​

4,822,268

​

​

​

​

​

673,161

​

​

Total non-current assets

​

​

​

​

1,264,934

​

​

​

​

​

1,306,955

​

​

​

​

​

180,103

​

​

​

​

​

1,439,817

​

​

​

​

​

200,991

​

​

Total assets

​

​

​

​

5,662,543

​

​

​

​

​

5,989,611

​

​

​

​

​

825,390

​

​

​

​

​

6,262,085

​

​

​

​

​

874,152

​

​

Total current liabilities

​

​

​

​

1,335,101

​

​

​

​

​

1,628,940

​

​

​

​

​

224,474

​

​

​

​

​

1,515,832

​

​

​

​

​

211,601

​

​

Total non-current liabilities

​

​

​

​

465,124

​

​

​

​

​

428,940

​

​

​

​

​

59,110

​

​

​

​

​

391,019

​

​

​

​

​

54,584

​

​

Total liabilities

​

​

​

​

1,800,225

​

​

​

​

​

2,057,880

​

​

​

​

​

283,583

​

​

​

​

​

1,906,851

​

​

​

​

​

266,185

​

​

Net current assets

​

​

​

​

3,062,508

​

​

​

​

​

3,053,716

​

​

​

​

​

420,813

​

​

​

​

​

3,306,436

​

​

​

​

​

461,560

​

​

Net assets

​

​

​

​

3,862,318

​

​

​

​

​

3,931,731

​

​

​

​

​

541,807

​

​

​

​

​

4,355,234

​

​

​

​

​

607,967

​

​

Total shareholders’ equity

​

​

​

​

3,862,318

​

​

​

​

​

3,931,731

​

​

​

​

​

541,807

​

​

​

​

​

4,355,234

​

​

​

​

​

607,967

​

​

Total liabilities and shareholders’ equity

​

​

​

​

5,662,543

​

​

​

​

​

5,989,611

​

​

​

​

​

825,390

​

​

​

​

​

6,262,085

​

​

​

​

​

874,152

​

​

S-20

 

​

​

​

For The Year ended December 31,

​

​

For the Six Months Ended June 30,

​

​

​

​

2022

​

​

2023

​

​

2024

​

​

2024

​

​

2025

​

​

​

​

RMB

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

RMB

​

​

US$

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(unaudited)

​

​

(unaudited)

​

​

(unaudited)

​

​

​

​

(in thousands)

​

Net cash (used in) provided by operating activities

​

​

​

​

(696,015)

​

​

​

​

​

57,261

​

​

​

​

​

63,503

​

​

​

​

​

8,751

​

​

​

​

​

(373,362)

​

​

​

​

​

(265,432)

​

​

​

​

​

(37,055)

​

​

Net cash provided by (used in) investing activities

​

​

​

​

1,119,646

​

​

​

​

​

(1,060,393)

​

​

​

​

​

955,876

​

​

​

​

​

131,723

​

​

​

​

​

939,360

​

​

​

​

​

19,382

​

​

​

​

​

2,705

​

​

Net cash provided by (used in) financing activities

​

​

​

​

15,176

​

​

​

​

​

1,590,356

​

​

​

​

​

250,675

​

​

​

​

​

34,544

​

​

​

​

​

118,087

​

​

​

​

​

142,949

​

​

​

​

​

19,954

​

​

Net increase (decrease) in cash and cash equivalents

​

​

​

​

438,807

​

​

​

​

​

587,224

​

​

​

​

​

1,270,054

​

​

​

​

​

175,018

​

​

​

​

​

684,085

​

​

​

​

​

(103,101)

​

​

​

​

​

(14,396)

​

​

Effects of exchange rate changes on cash, cash equivalents and restricted cash

​

​

​

​

25,118

​

​

​

​

​

57,623

​

​

​

​

​

14,382

​

​

​

​

​

1,982

​

​

​

​

​

1,985

​

​

​

​

​

(1,035)

​

​

​

​

​

(141)

​

​

Cash, cash equivalents and restricted cash at beginning of the year/period

​

​

​

​

449,352

​

​

​

​

​

913,277

​

​

​

​

​

1,558,124

​

​

​

​

​

214,715

​

​

​

​

​

1,558,124

​

​

​

​

​

2,842,560

​

​

​

​

​

396,806

​

​

Cash, cash equivalents and restricted cash at end of the year/period

​

​

​

​

913,277

​

​

​

​

​

1,558,124

​

​

​

​

​

2,842,560

​

​

​

​

​

391,715

​

​

​

​

​

2,244,194

​

​

​

​

​

2,738,424

​

​

​

​

​

382,269

​

​

S-21

 

​

​

​

For The Year ended December 31,

​

​

For the Six Months Ended June 30,

​

​

​

​

2022

​

​

2023

​

​

2024

​

​

2024

​

​

2025

​

​

​

​

RMB

​

​

RMB

​

​

RMB

​

​

US$

​

​

RMB

​

​

RMB

​

​

US$

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(unaudited)

​

​

(unaudited)

​

​

(unaudited)

​

​

​

​

(in thousands)

​

Loss from operations

​

​

​

​

(378,217)

​

​

​

​

​

(571,591)

​

​

​

​

​

(204,908)

​

​

​

​

​

(28,237)

​

​

​

​

​

(234,231)

​

​

​

​

​

(10,596)

​

​

​

​

​

(1,478)

​

​

Add: Share-based compensation expenses, net of tax

​

​

​

​

105,219

​

​

​

​

​

234,624

​

​

​

​

​

116,064

​

​

​

​

​

15,994

​

​

​

​

​

66,305

​

​

​

​

​

55,384

​

​

​

​

​

7,731

​

​

Adjusted loss from operations (non-GAAP measure)

​

​

​

​

(272,998)

​

​

​

​

​

(336,967)

​

​

​

​

​

(88,844)

​

​

​

​

​

(12,243)

​

​

​

​

​

(169,926)

​

​

​

​

​

44,788

​

​

​

​

​

6,253

​

​

Net loss

​

​

​

​

(300,765)

​

​

​

​

​

(475,968)

​

​

​

​

​

(102,376)

​

​

​

​

​

(14,108)

​

​

​

​

​

(178,984)

​

​

​

​

​

26,537

​

​

​

​

​

3,705

​

​

Add: Share-based compensation expenses, net of tax

​

​

​

​

105,219

​

​

​

​

​

234,624

​

​

​

​

​

116,064

​

​

​

​

​

15,994

​

​

​

​

​

66,305

​

​

​

​

​

55,384

​

​

​

​

​

7,731

​

​

Adjusted net income/(loss) (non-GAAP measure)

​

​

​

​

(195,546)

​

​

​

​

​

(241,344)

​

​

​

​

​

13,688

​

​

​

​

​

1,886

​

​

​

​

​

(112,679)

​

​

​

​

​

81,921

​

​

​

​

​

11,436

​

​

S-22

 

RISK FACTORS

Investing in our ADSs and Class B ordinary shares involves significant risks. You should carefully consider all of the information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein before making an investment in our ADSs and Class B ordinary shares. Below please find a summary of the principal risks we face, organized under headings. You should carefully consider the matters discussed under “Item 3. Key Information — D. Risk Factors” in our 2024 Annual Report and “Risk Factors” in Exhibit 99.1 of the Super 6-K, as well as other documents incorporated by reference in the accompanying prospectus.

U.S. persons purchasing our shares in this Global Offering will be required to file notifications with the U.S. Department of the Treasury under the U.S. government’s new China-focused Outbound Investment Program, and failure to comply with these notification requirements is punishable by civil and criminal penalties; the Outbound Investment Program may adversely affect our access to capital and our business, financial condition, and results of operations.

On October 28, 2024, the U.S. Department of the Treasury (“Treasury”) issued a final rule, 31 CFR Part 850 (the “Final Rule”) to implement an August 2023 executive order that provided for the establishment of a new national security regulatory framework (the “Outbound Investment Program”) to control outbound investment from the United States in certain sensitive industry sectors in the People’s Republic of China, including Hong Kong and Macau. The Final Rule became effective on January 2, 2025.

The Final Rule imposes investment prohibitions and notification requirements on specified investments by U.S. persons (broadly defined to include any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States (including any foreign branch of such entity), or any person in the United States) in certain entities engaged in specified “Covered Activities” relating to three sectors: (i) advanced microchips and microelectronics, (ii) quantum computing, and (iii) AI systems. The Covered Activities in the advanced microchips and microelectronics sector that are included under the prohibited transaction include (i) developing or producing design automation software for integrated circuit design or advanced packaging, (ii) developing or producing equipment for semiconductor fabrication, volume advanced packaging, or extreme ultraviolet lithography, (iii) designing or fabricating integrated circuits exceeding specified performance characteristics, (iv) using advanced integrated circuit packaging techniques, and (v) developing, installing, selling, or producing supercomputers exceeding specified performance and density criteria. Covered Activities in the advanced microchips and microelectronics sector that are included as notifiable transactions include designing, fabricating or packaging any integrated circuit, other than those specific in the prohibited transaction definition. “Persons of a Country of Concern” ​(which are defined in the Final Rule to include entities with their principal place of business in China or that are controlled by Chinese citizens (including through ownership of 50% or more of the entity’s voting power, equity interests, voting power of the board, or otherwise)) that are engaged in specified activities within these three technology sectors are defined as “Covered Foreign Persons.” In addition, any person that derives more than 50% of its revenue or net income or incurs more than 50% of its operating expenses or capital expenditure from Persons of a Country of Concern in which it has specified interests (including equity interests) that are engaged in Covered Activities is also a Covered Foreign Person. The types of investments by U.S. persons that are subject to the Final Rule are defined as “Covered Transactions” and are subject to the applicable prohibitions or notification requirements include acquisitions of equity interests and contingent equity interests, certain debt financing, and joint ventures involving Covered Foreign Persons. The Final Rule excludes some investments from the scope of covered transactions, including those in publicly traded securities listed on a stock exchange (such as the trading of our Shares on the Exchange after the completion of the Global Offering) and those trading on the over-the-counter markets (the “Publicly Traded Securities Exception”). The Final Rule is aimed at exerting greater U.S. government oversight over U.S. direct and indirect investments involving China, and it introduces new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of China-based issuers, including us.

We are likely to be deemed a Covered Foreign Person under the Final Rule because our principal subsidiaries are engaged in the design of integrated circuits and we derive and incur, as applicable, more than 50% of our revenue and net income, operating expenses and capital expenditure from these subsidiaries.

 

S-23

 

Therefore, we have determined that the Global Offering is a Covered Transaction and that U.S. persons as defined in the Final Rule, including U.S. underwriters and U.S. investors procured by the underwriters, that purchase our shares in this Global Offering will be required to file notifications regarding their purchases with Treasury no later than 30 days after their purchase of the Shares. In addition, a U.S. parent of a non-U.S. person that purchases our shares in this Global Offering will also be required to make a similar filing, subject to the same deadline. The notifications required by the Final Rule will need to include specified information about the investor (including personal information and address), the issuer, the transaction (including the commercial rationale for the transaction, nature and details of the transaction, and why the U.S. person determined the transaction is a Covered Transaction), and the nature of the Covered Activities that we engage in. For additional information about the Outbound Investment Program and the applicable filing procedures, see https://home.treasury.gov/policy-issues/international/outbound-investment-program. Failing to comply with the notification requirements or failing to provide accurate and complete information in the filing under the Final Rule may subject the relevant U.S. persons to severe civil penalties of fines, and — for willful violations — criminal penalties of fines and imprisonment of up to 20 years.

While purchases of our shares in this Global Offering by U.S. persons will be subject to the notification filing requirements, ordinary secondary trading in our Shares and ADSs will be able to rely on the Publicly Traded Securities Exception, and these notification filing requirements will not be applicable to those trades. Neither we nor the underwriters for this Global Offering are advising investors on compliance with the Final Rules, and any investor that is uncertain about the Final Rule’s application to its purchase of shares in this Global Offering or the need to file a notification with Treasury, should consult its own counsel.

The Outbound Investment Program, including possible future modifications to it, could impose additional burdens on U.S. persons who invest, or plan to invest, in us. It could also limit our ability to raise capital or contingent equity capital (such as convertible bonds) from U.S. investors, including in this Global Offering or any future offerings. Additionally, the Final Rule could be changed by executive actions of the U.S. government, including changes to the scope of activities and technologies applicable to prohibited transactions, the types of transactions to which it applies, and the availability of any exceptions or exemptions, including the Publicly Traded Securities Exception. Specifically, on January 20, 2025, President Trump issued a national security presidential memorandum, entitled “America First Trade Policy,” which, among other things, directs the Secretary of the Treasury and several other executive departments and offices of the U.S. government to review the Outbound Investment Program to determine if it includes “sufficient controls to address national security threats” and to determine whether the executive order implementing the Outbound Investment Program “should be modified or rescinded and replaced,” with the Secretary of the Treasury directed to provide the President a report on these subject by April 1, 2025. In addition, on February 21, 2025, President Trump issued a national security presidential memorandum entitled “America First Investment Policy,” which, among other things, states that the Trump Administration will consider possible application of the Outbound Investment Program to a wider range of technology sectors, including biotechnology, hypersonics, aerospace, advanced manufacturing, directed energy, and other areas “implicated by the PRC’s national Military-Civil Fusion strategy” and applying restrictions to a wider range of investments, including publicly traded securities. Possible changes to the Final Rule could limit or even eliminate our ability to raise capital or contingent equity capital from U.S. investors, which could be detrimental to our capital raising capacity and our business, financial condition and prospects. In addition, changes to the Publicly Traded Securities Exception or other aspects of the Final Rule could prohibit the holding or trading of our securities by U.S. persons or make our securities less attractive to such investors. In such cases, the value of the securities may significantly decline, or in extreme cases, become worthless.

An active trading market for our Class B ordinary shares on the Hong Kong Stock Exchange might not develop or be sustained and trading prices of our Class B ordinary shares might fluctuate significantly.

Following the completion of the Global Offering, we cannot assure you that an active trading market for our Class B ordinary shares on the Hong Kong Stock Exchange will develop or be sustained. The trading price or liquidity for our ADSs on the Nasdaq might not be indicative of those of our Class B ordinary shares on the Hong Kong Stock Exchange following the completion of the Global Offering. If an active trading market of our Class B ordinary shares on the Hong Kong Stock Exchange does not develop or is not sustained after the Global Offering, the market price and liquidity of our Class B ordinary shares could be materially and adversely affected.

 

S-24

 

In 2014, the Hong Kong, Shanghai and Shenzhen stock exchanges collaborated to create an inter-exchange trading mechanism called Stock Connect that allows international and mainland Chinese investors to trade eligible equity securities listed in each other’s markets through the trading and clearing facilities of their home exchange. Stock Connect allows mainland Chinese investors to trade directly in eligible equity securities listed on the Hong Kong Stock Exchange, known as Southbound Trading; without Stock Connect, mainland Chinese investors would not otherwise have a direct and established means of engaging in Southbound Trading. In October 2019, the Shanghai and Shenzhen stock exchanges separately announced their amended implementation rules in connection with Southbound Trading to include shares of companies with a weighted voting right (WVR) structure to be traded through Stock Connect. However, since these rules are relatively new, there remains uncertainty as to the implementation details, especially with respect to shares of those companies with a secondary or dual-primary listing on the Hong Kong Stock Exchange. It is unclear whether and when the Class B ordinary shares of our Company, a company with a WVR structure and a dual-primary listing in Hong Kong upon the Listing, will be eligible to be traded through Stock Connect, if at all. The ineligibility or any delay of our Class B ordinary shares for trading through Stock Connect will affect mainland Chinese investors’ ability to trade our Class B ordinary shares and therefore may limit the liquidity of the trading of our Class B ordinary shares on the Hong Kong Stock Exchange.

During the period between pricing and trading of our Class B ordinary shares in connection with the Global Offering, the market price of our ADSs traded on Nasdaq may fall, which could result in a fall in the market price of our Class B ordinary shares to be traded on the Hong Kong Stock Exchange.

The pricing of the offer shares will be determined on the price determination date. However, our Class B ordinary shares will not commence trading on the Hong Kong Stock Exchange until they are delivered, which is expected to be about two Hong Kong business days after the price determination date. As a result, investors may not be able to sell or otherwise deal in our Class B ordinary shares during that period. Accordingly, holders of our Class B ordinary shares are subject to the risk that the trading price of our Class B ordinary shares could fall when trading commences as a result of adverse market conditions or other adverse developments that could occur between the price determination date and the time trading begins. In particular, as our ADSs will continue to be traded on the Nasdaq Global Select Market and their price can be volatile, any fall in the price of our ADSs may result in a fall in the price of our Class B ordinary shares to be traded on the Hong Kong Stock Exchange.

The characteristics of the U.S. capital markets and the Hong Kong capital markets are different.

The Nasdaq Global Select Market and the Hong Kong Stock Exchange have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences, the trading prices of our Class B ordinary shares and the ADSs representing them might not be the same, even allowing for currency differences. Fluctuations in the price of the ADSs due to circumstances peculiar to its home capital market could materially and adversely affect the price of the Class B ordinary shares. Because of the different characteristics of the U.S. and Hong Kong equity markets, the historic market prices of the ADSs may not be indicative of the performance of our securities (including the ordinary shares) after the Global Offering.

Exchange between our Class B ordinary shares and the ADSs may adversely affect the liquidity or trading price of each other.

The ADSs are currently traded on the Nasdaq Global Select Market. Subject to compliance with U.S. securities laws and the terms of the deposit agreement, holders of our Class B ordinary shares may deposit Class B ordinary shares with the depositary in exchange for the issuance of the ADSs. Any holder of ADSs may also withdraw the underlying Class B ordinary shares represented by the ADSs pursuant to the terms of the deposit agreement for trading on the Hong Kong Stock Exchange. In the event that a substantial number of Class B ordinary shares are deposited with the depositary in exchange for ADSs or vice versa, the liquidity and trading price of our Class B ordinary shares on the Hong Kong Stock Exchange and the ADSs on the Nasdaq Global Select Market may be adversely affected.

 

S-25

 

The time required for the exchange between our Class B ordinary shares and the ADSs might be longer than expected and investors might not be able to settle or effect any sale of their securities during this period, and the exchange of Class B ordinary shares into ADSs involves costs.

There is no direct trading or settlement between the Nasdaq Global Select Market and the Hong Kong Stock Exchange on which the ADSs and our Class B ordinary shares are respectively traded. In addition, the time differences between Hong Kong and New York, unforeseen market circumstances, or other factors may delay the deposit of Class B ordinary shares in exchange for the ADSs or the withdrawal of Class B ordinary shares underlying the ADSs. Investors will be prevented from settling or effecting the sale of their securities during such periods of delay. In addition, we cannot assure you that any exchange for Class B ordinary shares into ADSs (and vice versa) will be completed in accordance with the timelines that investors may anticipate.

Furthermore, the depositary for the ADSs is entitled to charge holders fees for various services including for the issuance of ADSs upon deposit of Class B ordinary shares, cancelation of ADSs, distributions of cash dividends or other cash distributions, distributions of ADSs pursuant to share dividends or other free share distributions, distributions of securities other than ADSs, and annual service fees. As a result, shareholders who exchange Class B ordinary shares into ADSs, and vice versa, may not achieve the level of economic return the shareholders may anticipate.

We expect to incur increased costs as a dual-listed public company in the United States and Hong Kong.

We are now a public company in the United States and incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the U.S. SEC and Nasdaq Global Select Market, impose various requirements on the corporate governance practices of public companies. These rules and regulations increase our legal and financial compliance costs and make some corporate activities more time-consuming and costly. After we become a public company listed on the Stock Exchange, we will be subject to laws, rules and regulations in Hong Kong as well. As a dual-listed company in Hong Kong and the United States, we will have to comply with laws and regulations on both markets. However, Hong Kong and the United States have different regulatory regime governing matters related to listed companies and in certain cases have fairly different requirements on certain matters. We will incur additional costs and expenses in complying with the complex regulatory systems on both markets. Failure to comply with any regulatory requirements could result in material adverse impact on the trading of our Share or ADSs and reputation and subject us to administrative penalties.

You will incur immediate and substantial dilution and may experience further dilution in the future.

As the public offering price per offer share of our Class B ordinary shares is higher than the net tangible book value per share of our Class B ordinary shares immediately prior to the Global Offering, purchasers of our Class B ordinary shares in the Global Offering will experience an immediate dilution. If we issue additional Class B ordinary shares in the future, these purchasers may experience further dilution in their shareholding percentage. In addition, these purchasers will experience further dilution to the extent that our Class B ordinary shares are issued upon the exercise of share options or vesting of restricted share units. All of the Class B ordinary shares issuable upon the exercise of currently outstanding share options will be issued at a purchase price on a per ordinary share basis that is less than the public offering price per offer share in the Global Offering.

 

S-26

 

USE OF PROCEEDS

We estimate that we will receive net proceeds from the Global Offering of approximately HK$4,005.3 million, or US$513.8 million, assuming the Over-allotment Option is not exercised, after deducting estimated underwriting discounts and commissions and the estimated offering expenses payable by us. On September 11, 2025, the last reported trading price of our ADSs on Nasdaq was US$27.99 per ADS, or HK$218.18 per Class B ordinary share. Each ADS represents one Class B ordinary share. On August 29, 2025, the exchange rate set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System for Hong Kong dollars was HK$7.7949 to US$1.00. The above Hong Kong dollar amounts reflect translations from U.S. dollar amounts at this exchange rate.

We plan to use the net proceeds from the Global Offering for the purposes set forth below:

•

approximately 50% of the net proceeds, or approximately HK$2,002.6 million, is expected to be allocated to investment in research and development. In particular,

​

(i)

approximately 20% of the net proceeds will be used for optimizing and upgrading our ASIC approach and other key technologies, including platform- level know-how, automotive grade production, interference rejection technology and intelligent point cloud engine (IPE) to integrate multiple capabilities and provide a better detection range and resolution while achieving a more compact form factor for our lidar products. These technology improvements can directly translate into greater Performance of lidar products. Moreover, these improvements will improve the Quality and reduce the Cost of our lidar products by optimizing the number of components and streamlining the manufacturing process. We also plan to continue investing in series of research and development projects relating to chips and semiconductor devices, mainly for further advancing the deployment of our proprietary ASICs in our lidar products, which will translate into greater customer value delivery and company’s operational and financial improvement. Moreover, not only ASICs, we will also commit to investing in self-developing other key components, for increasing cost efficiency and further supply chain risk management.

​

(ii)

Approximately 30% of the net proceeds will be used for product development and commercialization. More specifically:

​

a.

we intend to invest in the design and upgrading of our lidar products for the ADAS market to drive continuous innovation of our next- generation lidars under AT, ET, FT and JT series, with strategic focus on reducing lidar size as well as weight while improving product’s performance including achieving greater detection range, higher point density, better distance accuracy and precision, for strengthening our product roadmaps and solidifying our market leadership; and

​

b.

we also plan to enhance our efforts to develop and commercialize lidar products for the Robotics markets to cater to the emerging customer needs of various Robotics applications, including Robotaxi, lawn mowing robots, delivery robots, autonomous mobile robots, and humanoid robots, to expand our footprint. Additionally, we will continue to closely monitor development opportunities for lidar deployment in broader application scenarios.

​

As of March 31, 2025, we had 657 experienced engineers, mostly in our research and development department, amounting to 64.2% of our total employees. 59.2% of our engineers have master’s degrees or above. To support the above research and development projects and plans, we target to place strong emphasis on recruiting and retaining technology specialists and senior engineers with extensive experience in the industry. In the upcoming one to two years, we expect our research and development team size to remain relatively stable at levels comparable to those in 2024, however we will continue investing in research and development team building, training and incentives, to keep our engineers abreast of the most advanced technologies in the relevant fields while maintaining the team at competitive industry standards. As of March 31, 2025, we had 513 patents granted and 766 pending patent applications in China, and 122 patents granted and 527 pending patent applications in other jurisdictions, such as the United States and Europe. We intend to continue to invest heavily in the development of our proprietary technology to support our robust and sustained growth trajectory going forward, Additionally,

 

S-27

 

we will strengthen our capabilities to protect our core technology and intellectual properties. Overall, such proceeds will be used to facilitate the enhancement of our technology and product investments, as well as cover payroll, overhead, and incentive for our research and development team over the next year or two, as required by our business operations.

•

approximately 35% of the net proceeds, or approximately HK$1,401.8 million, is expected to be allocated to investment in our manufacturing capabilities to enable continued delivery of products with high performance and reliability to meet customers’ evolving demands. In particular,

​

(i)

approximately 25% of the net proceeds will be used to further elevate our manufacturing capabilities by expanding more production lines to meet the growing market demand for our lidar products. We plan to invest in building new production lines in Hangzhou, Zhejiang Province, China, starting from the first quarter of 2025, which we expect to begin mass production in the third quarter of 2025, in order to achieve 2 million production capacity by the end of 2025. Additionally, we have more production lines in the planning stage, with potential locations including the Southeast Asia region, which might start building up and mass production in the coming one to two years subject to market demand. We expect that the utilization rate of our manufacturing facilities will ramp up in the next few years with the growing demand for our lidar products. As of March 31, 2025, we secured the highest number of design wins in the ADAS market, from 22 OEMs globally across 120 vehicle models, while having achieved SOP for only 27 vehicle models. As we continue to achieve SOP for the remaining design-win vehicle models, we plan to increase our in-house manufacturing capabilities to support this expected growth in production needs and meet rising market demand.​

​

(ii)

approximately 10% of the net proceeds will be used to further streamline and increase the automation level of our manufacturing process and testing processes. We plan to continuingly enhance the level of automation in the assembly, calibration and testing processes to reduce inconsistency, enhance manufacturing efficiency and reduce manufacturing cost of lidar per unit.

​

•

approximately 5% of the net proceeds, or approximately HK$200.3 million, is expected to be allocated to business development to accelerate our business expansion. We plan to continuously enhance our capabilities in product development, adaptation, and compliance with vehicle regulations for vehicle models, and to invest in our sales and customer service team building and incentives for remaining specialists and providing better customer support. We will also continue to pursue our marketing strategy, including attending large technology conferences and industry expositions to showcase our products, solutions and technology, while focusing on generating marketing content for media platforms.

​

•

approximately 10% of the net proceeds, or approximately HK$400.5 million, is expected to be allocated for working capital and general corporate purposes to support our business operation and growth.

​

To the extent that our actual net proceeds from the Global Offering are higher or lower than our estimate above, we will adjust our allocation of the net proceeds for the purposes set out above on a pro rata basis.

To the extent that the net proceeds of the Global Offering are not immediately applied to the above purposes or if we are unable to put into effect any part of our plan as intended, we will hold such funds in short-term interest-bearing deposits at licensed commercial banks and/or other authorized financial institutions as defined under the Securities and Futures Ordinance or applicable laws and regulations in other jurisdictions. In such event, we will comply with the appropriate disclosure requirements under the Hong Kong Listing Rules.

 

S-28

 

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2025:

(a)

on an actual basis; and

​

(b)

on a pro forma as adjusted basis to give effect to our issuance and sale in the Global Offering of 19,550,000 Class B ordinary shares, resulting in estimated net proceeds of HK$4,005.3 million (US$513.8 million), based on the offer price of HK$212.80 or US$27.30 per Class B ordinary share (equivalent to US$27.30 per ADS), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, taking into account the full exercise of the Offer Size Adjustment Option, and assuming the Over-allotment Option is not exercised.

​

You should read this table in conjunction with our consolidated financial statements and related notes thereto in our 2024 Annual Report, “Item 5. Operating and Financial Review and Prospects” in our 2024 Annual Report, and our Super 6-K furnished with the SEC on September 2, 2025 all of which are incorporated in the accompanying prospectus by reference.

Note:

(1)

Translations between Hong Kong dollars and U.S. dollars and between U.S. dollars and RMB relating to estimated net proceeds and the offering price were made at HK$7.7949 to US$1.00 and RMB7.1304 to US$1.00, the respective exchange rates on August 29, 2025 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. Unless otherwise stated, all translations of RMB into U.S. dollars in this section were made at RMB7.1636 to US$1.00, the exchange rates on June 30, 2025 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.

​

 

S-29

 

DILUTION

If you purchase our Class B ordinary shares in the Global Offering, your interest will be diluted to the extent of the excess of the offering price per Class B ordinary share over our net tangible book value per Class B ordinary share after this offering. Dilution results from the fact that the public offering price per Class B ordinary share is in excess of the book value per ordinary share, attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of June 30, 2025 was RMB4,265.4 million (US$595.4 million), or RMB32.10 (US$4.48) per ordinary share and RMB32.10 (US$4.48) per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share and the additional proceeds we will receive from the Global Offering at an offering price of HK$212.80, or US$27.30, per Class B ordinary share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and assuming the over-allotment option is not exercised.

Without taking into account any other changes in such net tangible book value after June 30, 2025, other than to give effect to the estimated net proceeds we will receive from the issuance and sale of Class B ordinary shares in the Global Offering at the offering price of HK$212.80, or US$27.30, per Class B ordinary share, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2025 would have been US$7.26 per outstanding ordinary share, or US$7.26 per ADS. This represents an immediate increase in net tangible book value of US$2.78 per ordinary share and US$2.78 per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$20.04 per ordinary share and US$20.04 per ADS to investors purchasing Class B ordinary shares in the Global Offering.

The following table illustrates such dilution:

The amount of dilution in net tangible book value to new investors in the Global Offering set forth above is determined after giving effect to the Global Offering from the public offering price per ordinary share.

A US$1.00 increase (decrease) in the assumed offer price of HK$212.80, or US$27.30, per ordinary share would increase (decrease) our as adjusted net tangible book value after giving effect to the Global Offering by US$18.9 million, the as adjusted net tangible book value per ordinary share and per ADS after giving effect to the Global Offering by US$0.13 per ordinary share and US$0.13 per ADS and the dilution in net tangible book value per ordinary share and per ADS to new investors in the Global Offering by US$0.87 per ordinary share and US$0.87 per ADS, assuming no change to the number of ordinary shares offered by us as set forth on the front cover page of this prospectus supplement, assuming no adjustment to the allocation of ordinary shares between the Hong Kong public offering and the international offering and after deducting underwriting discounts and commissions.

If the Sponsor-OCs exercise in full their over-allotment option the as adjusted net tangible book value would be US$7.62 per ordinary share and US$7.62 per ADS, and the dilution in as adjusted net tangible book value to investors in the Global Offering would be US$19.68 per ordinary share and US$19.68 per ADS.

 

S-30

 

Translations between Hong Kong dollars and U.S. dollars and between U.S. dollars and RMB relating to estimated net proceeds and the offering price were made at HK$7.7949 to US$1.00 and RMB7.1304 to US$1.00, the respective exchange rates on August 29, 2025 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. Unless otherwise stated, all translations of RMB into U.S. dollars in this section were made at RMB7.1636 to US$1.00, the exchange rates on June 30, 2025 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.

 

S-31

 

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of September 5, 2025, taking into account the aggregate number of ordinary shares underlying the share options and restricted share units that are outstanding as of, and exercisable within 60 days after the date of this prospectus supplement by each of our directors, executive officers and principal shareholders, as well as the 19,550,000 Class B ordinary shares to be issued by us in the Global Offering (taking into account the full exercise of the Offer Size Adjustment Option and subject to the Over-allotment Option) for purpose of calculating beneficial ownership after the Global Offering.

The calculations in the table below are based on 26,998,861 Class A ordinary shares and 106,660,850 Class B ordinary shares (excluding the 541,516 Class B ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plan) issued and outstanding as of September 5, 2025.

Notes:

*

Aggregate number of shares accounts for less than 1% of our total outstanding shares.

​

**

Except as indicated otherwise below, the business address of our directors and executive officers is 10th Floor, Building A, No. 658 Zhaohua Road, Changning District, Shanghai 200050, People’s Republic of China. The Business address of Bonnie Zhang is 7F Sina Plaza, No. 8 Courtyard 10, West Xibeiwang Road (E), Beijing 100193, People’s Republic of China.

​

***

For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class. Each holder of our Class A ordinary shares is entitled to 10 votes per share. Each holder of our Class B ordinary shares is entitled to one vote per share. Our Class A ordinary shares are convertible at any time by the holder into Class B ordinary shares on a one-for-one basis, while Class B ordinary shares are not convertible into Class A ordinary shares under any circumstances.

​

 

S-32

 

(1)

On April 24, 2025, Dr. Yifan Li, Dr. Kai Sun and Mr. Shaoqing Xiang entered into a Deed of Concert Party Arrangement (the “Deed”). Pursuant to the Deed, the parties agree to consult with each other and to exercise all voting rights and other powers of control available unanimously in relation to resolutions of the Company proposed to be passed. Based on the above, each of Dr. Yifan Li, Dr. Kai Sun and Mr. Shaoqing Xiang is deemed to have shared voting power over (i) 8,879,636 Class A ordinary shares held by ALBJ Limited, a company limited by shares incorporated in British Virgin Islands, (ii) 9,228,622 Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands, and (iii) 8,890,603 Class A ordinary shares held by Galbadia Limited, a company limited by shares incorporated in British Virgin Islands, and 165,031 Class B ordinary shares in the form of ADSs beneficially owned by Mr. Shaoqing Xiang.

​

(2)

Represents 8,879,636 Class A ordinary shares held by ALBJ Limited, a company limited by shares incorporated in British Virgin Islands. ALBJ Limited is wholly owned by Asian LBJ Limited, which is wholly owned by Dr. Yifan Li. The registered address of ALBJ Limited is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.

​

(3)

Represents 9,228,622 Class A ordinary shares held by Fermat Star Limited, a company limited by shares incorporated in British Virgin Islands. Fermat Star Limited is and wholly owned by Rock Ocean Limited, which is wholly owned by Dr. Kai Sun. The registered address of Fermat Star Limited is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.

​

(4)

Represents (i) 8,890,603 Class A ordinary shares held by Galbadia Limited, a company limited by shares incorporated in British Virgin Islands, and (ii) 165,031 Class B ordinary shares in the form of ADSs beneficially owned by Mr. Shaoqing Xiang. Galbadia Limited is wholly owned by Balamb Limited, which is wholly owned by Mr. Shaoqing Xiang. The registered address of Galbadia Limited is Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands.

​

 

S-33

 

DIVIDEND POLICY

Our board of directors has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium account, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiary in mainland China for our cash requirements, including any payment of dividends to our shareholders. Mainland China regulations may restrict the ability of our mainland China subsidiary to pay dividends to us. See “Item 4. Information on the Company — B. Business Overview — Regulations — Regulations Relating to Dividend Distribution” in our 2024 Annual Report.

If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares underlying the ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

 

S-34

 

SHARES ELIGIBLE FOR FUTURE SALE

Upon the closing of the Global Offering, we will have 123,660,850 Class B ordinary shares ( subject to the Offer Size Adjustment Option and the Over-allotment Option), including 541,516 Class B ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plan.

All of the Class B ordinary shares sold in the Global Offering will be freely transferable without restriction or further registration under the Securities Act. Sales of substantial amounts of our Class B ordinary shares in the public market could materially and adversely affect prevailing market prices of our ADSs and Class B ordinary shares.

Undertakings by us pursuant to the Hong Kong Underwriting Agreement

We have undertaken to each of the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries not to, during the period commencing on the date of the Hong Kong Underwriting Agreement and ending on, and including, the date falling six months after the Listing Date, or the Lock-up Period, without the prior written consent of the Joint Sponsors and Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the Listing Rules (and only after the consent of any relevant PRC authority (if required) has been obtained):

•

offer, allot, issue, sell, accept subscription for, contract to allot, issue or sell, contract or agree to allot, issue or sell, assign, grant or sell any option, warrant, right or contract to purchase, purchase any option or contract to sell, grant or agree to grant any option, right or warrant to purchase or subscribe for, or otherwise transfer or dispose of, or agree to transfer or dispose of, either directly or indirectly, conditionally or unconditionally, or repurchase any legal or beneficial interest in any shares or other securities of the Company, or any interests in any of the foregoing (including, but not limited to, any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, or any warrants or other rights to purchase, any shares or other securities of the Company);

​

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of subscription or ownership (legal or beneficial) of any shares or other securities of the Company, or any interest therein (including, without limitation, any securities of which are convertible into or exchangeable or exercisable for, or represent the right to receive, or any warrants or other rights to purchase, any shares or other securities of the Company);

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enter into any transaction with the same economic effect as any transaction specified in the first two bullet points above; or

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offer to or contract to or agree to announce, or publicly disclose that the Company will or may enter into any foregoing transactions,

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in each case, whether any of the foregoing transactions is to be settled by delivery of Class B ordinary shares or other securities of the Company, in cash or otherwise (whether or not the issue of such Class B Ordinary Shares or other securities of the Company will be completed within the Lock-up Period).

In the event that, during the period of six months commencing on the date on which the Lock-up Period expires, the Company enters into any of the foregoing transactions above or offers to or agrees to or contracts to or announces, or publicly discloses, any intention to, enter into any such transactions, the Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in the Class B ordinary shares or other securities of the Company.

Rule 144

“Restricted securities” as that term is defined in Rule 144 under the Securities Act may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as that provided by Rule 144 under the Securities Act.

 

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In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours will be entitled to sell restricted securities beneficially owned for at least six months without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates and have beneficially owned our restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

•

1% of the then outstanding ordinary shares of the same class, in the form of ADSs or otherwise, which immediately after the Global Offering will equal 1,236,608 Class B ordinary shares (subject to the Offer Size Adjustment Option and the Over-allotment Option); and

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the average weekly trading volume of our Class A ordinary shares, in the form of ADSs or otherwise, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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Sales by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

We have an effective registration statement on Form S-8 on file with the SEC. In general, each of our employees, consultants or advisors who exercises an incentive share grant will receive Class B ordinary shares or ADSs that may be resold immediately without any holding period requirement. Affiliates will still be subject to the applicable volume, manner of sale and notice requirements under Rule 144.

 

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CONVERSION BETWEEN CLASS B ORDINARY SHARES AND ADSS

Dealings and Settlement of Class B Ordinary Shares in Hong Kong

Dealings in our Class B ordinary shares on the Hong Kong Stock Exchange will be conducted in Hong Kong dollars. Our Class B ordinary shares are traded on the Hong Kong Stock Exchange in board lots of 20 Class B ordinary shares.

Investors in Hong Kong must settle their trades executed on the Stock Exchange through their brokers directly or through custodians. For an investor in Hong Kong who has deposited his/her Class B Ordinary Shares in his/her stock account or in his/her designated CCASS Participant’s stock account maintained with CCASS, settlement will be effected in CCASS in accordance with the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. For an investor who holds the physical certificates, settlement certificates and the duly executed transfer forms must be delivered to his/her broker or custodian before the settlement date.

An investor may arrange with his/her broker or custodian on a settlement date in respect of his/her trades executed on the Stock Exchange. Under the Listing Rules and the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time, the date of settlement must be the second business day (a day on which the settlement services of CCASS are open for use by CCASS Participants) following the trade date (T+2). For trades settled under CCASS, the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time provided that the defaulting broker may be compelled to compulsorily buy-in by HKSCC the day after the date of settlement (T+3), or if it is not practicable to do so on T+3, at any time thereafter. HKSCC may also impose fines from T+2 onwards.

Depositary

The depositary for our ADSs is Deutsche Bank Trust Company Americas, or the Depositary, whose office is located at 1 Columbus Circle, New York, NY 10019. The certificated ADSs are evidenced by certificates referred to as ADRs that are issued by the Depositary.

Each ADS represents ownership of one Class B Ordinary Share, and any and all securities, cash or other property deposited with the Depositary in respect of such Class B Ordinary Shares but not distributed to ADS holders.

ADSs may be held either (1) directly (a) by having an ADR registered in the holder’s name or (b) by holding in the DRS, pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the Depositary to the ADS holders entitled thereto, or (2) indirectly through the holder’s broker or other financial institution. The following discussion regarding ADSs assumes the holder holds its ADSs directly. If a holder holds the ADSs indirectly, it must rely on the procedures of its broker or other financial institution to assert the rights of ADS holders described in this section. If applicable, a holder of the ADSs should consult with its broker or financial institution to find out what those procedures are.

We do not treat ADS holders as Shareholders, and ADS holders have no Shareholder rights. The Cayman Islands laws govern Shareholder rights. Because the Depositary actually holds the legal title to our Shares represented by ADSs (through the Depositary’s Custodian (as defined below)), ADS holders must rely on it to exercise the rights of a Shareholder. The rights of ADS holders, as well as the rights and obligations of the Depositary are set out in the deposit agreement among us, the Depositary and our ADS holders and beneficial owners as amended from time to time (the “Deposit Agreement”). The Deposit Agreement and the ADRs evidencing ADSs are governed by the laws of the State of New York.

Transfer of Class B Ordinary Shares to Hong Kong Share Register

All of our Class B Ordinary Shares are currently registered on the principal register of members in the Cayman Islands. As of the date of this prospectus supplement, there was an aggregate of 106,660,850 issued Class B Ordinary Shares on the register of members in the Cayman Islands, 99,779,344 of which were on deposit in the ADS program. For the purposes of trading on the Stock Exchange, the Class B Ordinary Shares must be registered in the Hong Kong Share Register. ADSs are quoted for trading on Nasdaq. An investor

 

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who holds Class B Ordinary Shares and wishes to trade ADSs on Nasdaq must deposit or have his broker deposit with Deutsche Bank AG, Hong Kong Branch, as custodian of the Depositary, or the Depositary’s Custodian, Class B Ordinary Shares, or evidence of rights to receive Class B Ordinary Shares, so as to receive the corresponding ADSs as described below.

Converting Class B Ordinary Shares Trading in Hong Kong to ADSs

An investor who holds Class B Ordinary Shares registered in Hong Kong and who intends to convert them to ADSs to trade on the Nasdaq Global Select Market must deposit or have his or her broker deposit the Class B Ordinary Shares with the Depositary’s Custodian in exchange for ADSs.

A deposit of Class B Ordinary Shares trading in Hong Kong in exchange for ADSs involves the following procedures:

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If Class B Ordinary Shares have been deposited with CCASS, the investor must transfer Class B Ordinary Shares to the depositary’s account with the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a duly completed and signed letter of transmittal to the custodian via his or her broker.

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If Class B Ordinary Shares are held outside CCASS, the investor must arrange to deposit his or her Class B Ordinary Shares into the CCASS for delivery to the depositary’s account with the custodian within CCASS, and must submit and deliver a duly completed and signed letter of transmittal to the custodian via his or her broker.

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Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will register the corresponding number of ADSs in the name(s) requested by an investor and will deliver the ADSs as instructed in the letter of transmittal.

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For Class B Ordinary Shares deposited in CCASS, under normal circumstances, the above steps generally require two business days, provided that the investor has provided timely and complete instructions. For Class B Ordinary Shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS issuances. The investor will be unable to trade the ADSs until the procedures are completed.

Converting ADSs to Class B Ordinary Shares Trading in Hong Kong

An investor who holds ADSs and who intends to convert his or her ADSs into Class B Ordinary Shares that trade on the Hong Kong Stock Exchange must cancel the ADSs the investor holds and withdraw Class B Ordinary Shares from our ADS program and cause his or her broker or other financial institution to trade such Class B Ordinary Shares on the Hong Kong Stock Exchange.

An investor that holds ADSs indirectly through a broker or other financial institution should follow the procedure of the broker or financial institution and instruct the broker or financial institution to arrange for cancelation of the ADSs, and transfer of the underlying Class B Ordinary Shares from the depositary’s account with the custodian within the CCASS system to the investor’s Hong Kong stock account.

For investors holding ADSs directly, the following steps must be taken:

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To withdraw Class B Ordinary Shares from our ADS program, an investor who holds ADSs may turn in such ADSs at the office of the depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to cancel such ADSs to the depositary.

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Upon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will instruct the custodian to deliver Class B Ordinary Shares underlying the canceled ADSs to the CCASS account designated by an investor.

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If an investor prefers to receive Class B Ordinary Shares outside CCASS, he or she must receive Class B Ordinary Shares in CCASS first and then arrange for withdrawal from CCASS. Investors can then

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obtain a transfer form signed by HKSCC Nominees Limited (as the transferor) and register Class B Ordinary Shares in their own names with the Hong Kong Share Registrar.

For Class B Ordinary Shares to be received in CCASS, under normal circumstances, the above steps generally require two business days, provided that the investor has provided timely and complete instructions.

For Class B Ordinary Shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. The investor will be unable to trade the Class B Ordinary Shares on the Hong Kong Stock Exchange until the procedures are completed.

Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS cancelations. In addition, completion of the above steps and procedures for delivery for Class B Ordinary Shares in a CCASS account is subject to there being a sufficient number of Class B Ordinary Shares on the Hong Kong share register to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any obligation to maintain or increase the number of Class B Ordinary Shares on the Hong Kong Share Register to facilitate such withdrawals.

Depositary Requirements

Before the depositary delivers ADSs or permits withdrawal of Class B Ordinary Shares, the depositary may require:

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production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

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compliance with procedures it may establish, from time to time, consistent with the deposit agreement, including, but not limited to, completion and presentation of transfer documents.

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The depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the transfer books of the depositary or our Hong Kong Share Registrar or Cayman share registrar are closed or at any time if the depositary or we determine it advisable to do so, subject to such refusal complying with U.S. federal securities laws.

All costs attributable to the transfer of Class B Ordinary Shares to effect a withdrawal from or deposit of Class B Ordinary Shares into our ADS program will be borne by the investor requesting the transfer. In particular, holders of Class B Ordinary Shares and ADSs should note that the Hong Kong Share Registrar will charge between HK$2.50 to HK$20, depending on the speed of service (or such higher fee as may from time to time be permitted under the Listing Rules), for each transfer of Class B Ordinary Shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. In addition, holders of Class B Ordinary Shares and ADSs must pay up to US$5.00 per 100 ADSs (or portion thereof) for each issuance of ADSs and each cancelation of ADSs, as the case may be, in connection with the deposit of Class B Ordinary Shares into, or withdrawal of Class B Ordinary Shares from, our ADS program.

 

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UNDERWRITING

The Global Offering

The offering of our Class B ordinary shares is referred to herein as the Global Offering. The Global Offering comprises:

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the offering of 1,955,000 Class B ordinary shares (subject to the Over-allotment Option) (the “Hong Kong Offer Shares”) for subscription by the public in Hong Kong at the offer price (the “Hong Kong Public Offering”), representing approximately 10.0% of the total number of Offer Shares (as defined below) available under the Global Offering; and

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the offering of 17,595,000 Class B ordinary shares (subject to the Over-allotment Option) (the “International Offer Shares,” and together with the Hong Kong Offer Shares, the “Offer Shares”), representing approximately 90.0% of the total number of Offer Shares available under the Global Offering, comprising (i) the 12,173,760 Class B ordinary shares to be offered pursuant to this prospectus supplement and the accompanying prospectus, or the Registered Offering, and (ii) the 5,421,240 Class B ordinary shares to be offered to Cornerstone Investors who are non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act, or the Exempt Offering.

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This prospectus supplement and the accompanying prospectus cover the offer and sale of Class B ordinary shares in the United States, although we are paying a registration fee in the United States that also covers Class B ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States (other than International Offer Shares being sold to the Cornerstone Investors).

China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited are acting as Sponsor-OCs for the Global Offering.

Under the terms and subject to the conditions in the Hong Kong Underwriting Agreement (as defined below), the following underwriters, or the Hong Kong underwriters, have severally agreed to apply or procure applications for the number of Class B ordinary shares indicated below.

Under the terms and subject to the conditions in the International Underwriting Agreement (as defined below), the following underwriters, or the international underwriters, for whom the Overall Coordinators are acting as representatives, have severally agreed to purchase or procure purchasers to purchase from us, and we

 

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have agreed to sell to them or such purchasers, severally, the number of Class B ordinary shares indicated below in connection with the Registered Offering:

The Cornerstone Investors have severally agreed to purchase from us in the Exempt Offering, and we have agreed to sell to them the respective number of Class B ordinary shares indicated below, failing which, the International Underwriter will severally purchase such Class B ordinary shares from us: