Form 20FR12B Leoch Energy Inc

As filed with the Securities and Exchange Commission on December 30, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

OR

For the fiscal year ended      .

OR

OR

Date of event requiring this shell company report      .

For the transition period from      to     .

Commission file number     .

Leoch Energy Inc

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

Copies to:

Li He, Esq.

Davis Polk & Wardwell LLP

c/o 10 Floor, The Hong Kong Club

Building 3A Chater Road

Central, Hong Kong

+852 2533-3300

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities for which there is a reporting obligation pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐     No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   Yes ☐     No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☐     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. 

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

TABLE OF CONTENTS

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INTRODUCTION AND USE OF CERTAIN TERMS

We have prepared this registration statement using a number of conventions, which you should consider when reading the information contained herein. In this registration statement, “we,” “us,” “our,” “our company” and “Leoch Energy” shall refer to Leoch Energy Inc and the Leoch Energy Business (defined below) collectively, as the context may require.

We prepare our combined and consolidated financial statements expressed in U.S. dollars. Our combined and consolidated financial statements responsive to Item 17 of this Form 20-F are prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

We have prepared this registration statement to register our shares under the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the trading of our shares on the Nasdaq Capital Market (“NASDAQ”). We were formed in July 2024 in connection a the spin-off of the following businesses that are currently held by Leoch International Technology Limited (“Leoch Technology”) (collectively, the “Leoch Energy Business”), which is Leoch Technology’s battery business in global markets, other than Chinese Mainland, Hong Kong and Macau (the “Global Markets”).

Additionally, this registration statement uses the following conventions:

Unless otherwise indicated or required by the context, in this registration statement, our disclosure assumes that the consummation of the spin-off has occurred. Although we did not acquire each of our businesses until shortly before the submission of this registration statement, the operating and other statistical information with respect to each of our businesses is presented as of June 30, 2025, unless otherwise indicated, as if we owned such businesses as of such date.

In connection with the separation, Leoch Technology will grant to us the exclusive rights to develop, produce and sell products under the brands of , and in the Global Markets.

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MARKET INFORMATION

This Form 20-F contains certain industry and market data that were derived from an industry report commissioned by us and prepared by Frost & Sullivan, an independent research firm, regarding our industry and our market position globally. This Form 20-F also contains other industry and market data, including market sizing estimates, growth and other projections and information regarding our competitive position, prepared by our management on the basis of such industry sources and our management’s knowledge of and experience in the industry and markets in which we operate (including management’s estimates and assumptions relating to such industry and markets based on that knowledge). Our management has developed its knowledge of such industry and markets through its experience and participation in these markets.

Forecasts, projections and other forward-looking information obtained from these sources involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section “Special Note About Forward-Looking Statements” below. You should not place undue reliance on these statements.

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Form 20-F contains certain “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are statements that do not represent historical facts and the assumptions underlying such statements. We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “potential,” “expect,” “intend,” “may,” “will,” “would,” “should,” “plan,” “predict,” “project,” “outlook” and similar expressions to identify forward-looking statements. Forward-looking statements in this Form 20-F include, but are not limited to:

This list of factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this registration statement. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that: (i) we will be able to realize any of the potential strategic benefits or opportunities as a result of the spin-off; (ii) shareholders will achieve any particular level of shareholder returns; (iii) we, or any of our businesses, will be commercially successful in the future, or achieve any particular credit rating or financial results; or (iv) the spin-off will be successful.

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We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, 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 we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this registration statement, and our future levels of activity and performance, may not occur and actual results could differ materially and adversely from those described or implied in the forward-looking statements. As a result, you should not regard any of these forward-looking statements as a representation or warranty by us or any other person or place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this registration statement. While we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

You should read this registration statement and the documents that we reference and have filed as exhibits to in this Form 20-F completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by the cautionary statements contained in this section and elsewhere in this registration statement.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

1.A. Directors and Senior Management

For information regarding our directors and senior management, see “Item 6. Directors, Senior Management and Employees—6.A. Directors and Senior Management.”

1.B. Advisers

Our U.S. legal counsel is Davis Polk & Wardwell LLP, 10^th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong. Our Cayman Islands legal counsel is Harney Westwood & Riegels, 3501 The Center, 99 Queen’s Road Central, Hong Kong.

1.C. Auditors

We have retained Ernst & Young Hua Ming LLP to act as our independent registered public accounting firm. The address for Ernst & Young Hua Ming LLP is 21/F, China Resources Building, 5001 Shennan Dong Road, Shenzhen, PRC. Ernst & Young Hua Ming LLP is registered with the Public Company Accounting Oversight Board.

ITEM 2. Offer Statistics and Expected Timetable

Not Applicable.

ITEM 3. KEY INFORMATION

3.A. Selected Financial Data

The following selected financial data should be read together with our combined financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” appearing elsewhere in this Form 20-F. We derived the selected statement of operations and cashflows data for the years ended December 31, 2024 and 2023 and the selected balance sheet data as of December 31, 2024 and 2023 from our combined financial statements and related notes appearing elsewhere in this Form 20-F. We derived the selected historical statement of operations data for the six months ended June 30, 2025 and 2024 and the summary balance sheet data as of June 30, 2025 from our unaudited interim condensed combined and consolidated financial statements and related notes included in this Form 20-F.

The selected financial data in this section are not intended to replace our combined financial statements and the related notes. Our historical results could differ from those that would have resulted if we operated autonomously or as an entity independent of Leoch Technology in the periods for which historical financial data is presented below, and such results are not necessarily indicative of the results that may be expected in the future.

For additional details regarding the preparation of our combined financial statements, please see “Item 5. Operating and Financial Review and Prospects—5.A. Operating Results—Basis of Presentation” and “Note 1. Organization and principal activities” and “Note 2. Summary of Significant Accounting Policies” to our combined financial statements appearing elsewhere in this Form 20-F.

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We prepare our combined and consolidated financial statements in accordance with U.S. GAAP.

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3.B. Capitalization and Indebtedness

The following table sets forth our capitalization as of June 30, 2025 on an actual basis.

We are providing the capitalization table below for informational purposes only. It should not be construed to be indicative of our capitalization or financial condition had the separation been completed on the date assumed. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we operated as a standalone public company at that date and is not necessarily indicative of our future capitalization or financial position.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

3.D. Risk Factors

You should carefully consider the risks described below, together with all of the other information included in this Form 20-F, in evaluating us and our shares. The following risk factors could adversely affect our business, financial condition, results of operations and the price of our shares.

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Risks Related to Our Industry and Business Operations

We face intense competition in our major markets and may be pressured to remain competitive.

We compete with a number of large-scale power solution providers, as well as numerous smaller, regional competitors. Our competitors may have greater financial, research and other resources, access to proprietary technology, greater expertise and more extensive technical capabilities, greater pricing flexibility and greater name recognition. There may also be significant consolidation in the industry, especially given the large number of smaller-scale power solution providers in the market, or new entrants to the market. Moreover, in order to gain market share, our competitors may price their products aggressively, resulting in more intense competition. We cannot assure you that we will be able to compete effectively against current and future competitors, and intensified competition may negatively affect our profitability and cause loss of market share, any of which could materially and adversely affect our results of operations.

A significant portion of our revenue is derived from lead-acid batteries and lithium batteries. If the lead-acid battery or lithium battery market does not grow at the rate we expect or at all, or if lead-acid or lithium battery technology became less favored by the market, our business, profitability and future prospects may be materially and adversely affected.

Our business development depends, in large part, on the continued growth in the demand for lead-acid battery and lithium battery products. Developments in our industry are outside of our control and any reduced demand for these battery products or any downturn or other adverse changes in the sectors we serve, such as IDC, telecommunication base station, automobiles and motorcycles, low-speed electronic vehicles, and residential, industrial and commercial energy storage, could materially and adversely affect our sales and profitability.

Furthermore, there can be no assurance that lead-acid batteries will continue to be competitive and remain the primary choice of battery products in, for example, IDC, telecommunication base station, automobiles and motorcycles, and low-speed electronic vehicles. Similarly, there can be no assurance that lithium batteries will continue to be competitive and remain the primary choice of battery products in, for example, residential, industrial and commercial energy storage. If there is a shift in market preference and if we are not able to develop products that meet such demands, our business could be adversely affected. See also “—If we are unable to successfully develop new technology or new products, our business, results of operations and prospects may be adversely and materially affected.”

If we are unable to successfully develop new technology or new products, our business, results of operations and prospects may be adversely affected.

The battery industry is characterized by technological advancements, cost, new product introductions and evolving customer requirements with respect to criteria such as battery life, safety, cold-start performance, temperature range adaptability and electricity discharge capacity. Our competitors are continuously searching for ways to improve the specifications and quality of the batteries they produce, which, if successful, could render our products uncompetitive or less favored by the market. As a result, we must continue to invest significant human and capital resources in research and development to enhance our existing products and to develop new technologies. There is, however, no assurance that we will be successful in developing and manufacturing these and other new products in a timely manner or at all. Moreover, products that appear to be promising at the development phases may fail to achieve broad market acceptance for a variety of reasons. If we fail to timely develop products that meet market demands, we may be unable to achieve the growth as expected and may incur expenses relating to the development or acquisition of new technologies that do not lead to commercially viable products, which could materially and adversely affect our financial results, results of operations and prospects.

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If our strategic focus on the ESS sector does not achieve the anticipated results, our growth prospects, business, and results of operations could be materially and adversely affected.

As part of our long-term growth strategy, we have increased our investment and operational focus on the ESS sector, which we believe represents a significant opportunity. However, this sector is still evolving and subject to a number of uncertainties, including changing regulatory environments, technological advancements, customer adoption rates, competitive dynamics, and macroeconomic conditions.

There can be no assurance that demand for ESS solutions will grow at the rate we anticipate or that our products will achieve the required performance, cost, or reliability standards to succeed in this market. In addition, our investments in research and development, manufacturing capacity, and marketing related to ESS may not yield the expected returns and could divert resources from other core areas of our business.

If our effort on expanding into the ESS sector fails to generate the expected revenue or market share gains, or if we are unable to compete effectively in this segment, our growth prospects could be limited, and our business, financial condition, and results of operations could be materially and adversely affected.

Fluctuations in the prices of raw materials could materially and adversely affect our results of operations.

Our production processes require significant amounts of lead, lead alloy, ABS plastic, PP plastic, fiberglass, sulphuric acid and copper, and our success depends significantly on our ability to secure, at acceptable price levels, sufficient and constant supply of principal raw materials for our production. Our raw material costs constituted a significant portion of our cost of revenues.

The prices at which we purchase raw materials from our suppliers may be subject to market price fluctuations, fluctuations in raw material prices can therefore affect our financial results and profitability. We cannot assure you that we will be able to meet our future raw material requirements at a reasonable cost or to pass raw material cost increases totally to our customers.

We procure a certain proportion of finished battery products from Leoch Technology, and any disruption in this relationship or failure by Leoch Technology to meet our quality or delivery requirements could materially and adversely affect our business, financial condition, and results of operations.

Historically and during the transition period after the Spin-off, we have procured and will continue to procure certain finished battery products from Leoch Technology, and our continued ability to offer a full range of products to our customers depends, in part, on the reliability and performance of these affiliated suppliers. Although we intend to maintain a cooperative and commercially reasonable relationship with Leoch Technology for a transition period following the separation, we may not be able to control or influence their operations, pricing, production schedules, or quality assurance practices to the same extent as our own manufacturing operations.

Any failure by Leoch Technology to deliver products that meet our specifications, quality standards, or delivery timelines could result in delays, increased costs, loss of customer confidence, or reputational harm. In addition, any disputes or changes in the terms of our supply arrangements with Leoch Technology —whether due to commercial disagreements, shifts in strategic priorities, or operational challenges—could adversely impact our supply chain continuity and our ability to meet customer demand.

If we are unable to effectively manage our supplier relationship with Leoch Technology or find suitable alternative sources on acceptable terms, our business, financial condition, and results of operations could be materially and adversely affected.

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Our capacity expansion plans are subject to risks and uncertainties, and may be difficult or expensive to manage.

We have expanded and intend to continue to expand our production capacity to capture market opportunities. Since we will be separated from Leoch Technology, which has been our largest supplier, we intend to gradually reduce our reliance on Leoch Technology and expand our own production capacity. Our ability to increase our production capacity is subject to certain significant risks and uncertainties, such as:

In the event such capacity expansion does not occur or is not timely completed, our future plans, profitability and growth may be materially and adversely affected. Our management may also be distracted from oversight of our existing operations to manage the expansion. Furthermore, our projects to add production lines and build new production facilities may not result in the anticipated benefits if completed. Any failure to successfully manage our expansion may make it difficult to effectively compete, develop new products or take advantage of new markets.

We may face challenges in accurately planning our production based on our sales contracts, which may result in excess product inventory or product shortages.

Although we have implemented a management system to effectively schedule our production, we may not be able to plan our production accurately. We may not have sufficient lead time to produce battery material products to meet our customers’ requirements once they place orders with us. To meet the short delivery deadline, we generally make significant decisions on our production level and timing, procurement, facility requirements, personnel needs and other resources requirements based on the demand forecast that we work with our customer to develop, which is contractually non-binding. If the final purchase orders substantially differ from such forecast, we may have excess product inventory or product shortages. Excess product inventory could result in unprofitable sales or write-offs. Producing additional products to make up for any product shortages within a short time frame may be difficult, making us unable to fill out the purchase orders. In either case, our results of operation would fluctuate from period to period.

Our operations and financial performance may be materially and adversely affected if we experience any major disruptions, damage or destruction at our production facilities.

Our business is dependent on our manufacturing facilities. Our facilities are subject to operating risks and disruptions, such as the breakdown or failure of equipment, labor disputes, natural disasters, industrial accidents and the need to comply with relevant regulations. The occurrence of any of these could significantly affect our operating results. Further, our production involves a significant degree of vertical integration, and disruptions in the processing of materials we use for manufacturing of our products may have repercussions for the remainder of the production process. Should there be any loss of or shutdown of any of our manufacturing facilities, our business, financial condition and results of operations may be materially adversely affected.

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Maintaining our manufacturing operations require significant capital expenditures, and our inability or failure to maintain our operations could have a material adverse impact on our market share and ability to generate revenue.

Total capital commitments contracted but not yet reflected in the financial statements amounted to US$12.5 million, US$24.6 million and US$39.4 million as of December 31, 2023, 2024 and June 30, 2025, respectively, primarily related to the future expansion of our manufacturing facilities. We may incur significant additional capital expenditures as a result of unanticipated expenses, regulatory changes and other events that impact our business. If we are unable or fail to timely obtain capital on acceptable terms and adequately maintain our manufacturing capacity, we could lose customers and there could be a material adverse impact on our market share and our ability to generate revenue.

Global economic and financial market conditions beyond our control might materially and negatively impact us.

General economic factors beyond our control could adversely affect our business and results of operations. These factors include, but are not limited to, supply chain disruptions, labor shortages, wage pressures, rising inflation and potential economic slowdown or growing recession risk, as well as input costs including fuel and energy costs, foreign currency exchange rate fluctuations, and other matters that influence consumer spending and preferences.

In addition, the world economy is facing a number of actual and potential challenges, including conflicts between Russia and Ukraine, tensions in the Red Sea or tensions between Russia and the North Atlantic Treaty Organization (“NATO”), political unrest and conflicts in the Middle East, terrorist attacks or threats of such attacks around the world, war (or threatened war) or international hostilities, epidemics or pandemics, as well as other global events have significantly increased global macroeconomic uncertainty and volatility. Moreover, in response to unfavorable economic conditions, there has been and, in the future, could be a reduction in discretionary spending, which may lead to reduced net sales or cause a shift in our product mix or a shift of purchasing patterns. This shift could drive the market towards lower margin products or force us to reduce prices for our products in order to compete. Conversely, rapid increases in demand due to improving economic conditions could lead to supply chain challenges.

Global markets continued to face threats and uncertainties. Uncertain economic and financial market conditions may also adversely affect the financial condition of our customers, suppliers and other business partners. Any significant decrease in customers’ purchases of our products or our inability to collect accounts receivable resulting from an adverse impact of the global markets on customers’ financial condition could have a material adverse effect on our business, financial condition and results of operations. Additionally, disruptions in financial markets could reduce our access to debt and equity capital markets, negatively affecting our ability to implement our business strategy.

We derive a significant revenue from customers who sell the products we manufacture under their own brands. If these customers come to view products sold under our brand as competing with their branded products, they may reduce or cease their purchases from us, and our business may be adversely affected.

A significant amount of our revenue is derived from manufacturing products to be sold by our customers under their own brand. However, we also manufacture and sell products under “Leoch” brand name based on the brand licensing arrangement with Leoch Technology. Although the products these customers purchase from us are typically those they are not able to produce or to produce with adequate volume, if they come to view products we sell under “Leoch” brand as competing with their products, they may reduce or cease their purchases from us. In such case, our business and results of operations may be adversely affected.

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Our business could be materially and adversely affected by significant order cancellations, reductions or delays by our customers, any material adverse change in our relationship with customers, or a negative change in our customers’ businesses or investments.

Our sales are typically made pursuant to individual purchase orders, and for telecommunications customers, we manufacture and deliver products pursuant to their order notices. We usually work with our customers to develop non-binding forecasts of future requirements. Based on these forecasts, we make plan of operations regarding the level of business that we will seek and accept, the timing of production schedules and the levels and utilization of personnel and other resources. A variety of conditions, both specific to each customer and generally affecting our customers’ industries, may cause customers to cancel, reduce or delay purchase orders, order notices and commitments without penalty, except for payment for services rendered or products completed and, in certain circumstances, payment for materials purchased and charges associated with such cancellation, reduction or delay. Significant or numerous order cancellations, reductions or delays by our customers could have a material adverse effect on our business, financial condition or results of operations.

An adverse change in our relationship with customers or a negative change in our customers’ businesses or investments may result in a reduction or cessation of their purchases from us. If we are unable to obtain comparable orders in substitution, our business, results of operations and financial condition may be adversely affected.

If we cannot renew our certifications of power solutions or fail to obtain certifications for newly launched power solutions, our business and results of operations may be materially and adversely affected.

We have obtained various certifications for our battery products and our production systems, including UL, CE, VdS and TLC certifications and IATF 16949 certification. Some of these certifications are subject to renewal after a period of time in accordance with the standards set by the relevant issuing organization and authorities. In the event of non-renewal, delay in renewal or revocation of any of these certifications, our business and results of operations may be materially and adversely affected.

In addition, we may be required to obtain various product certifications or approvals for our newly launched power solutions in certain jurisdictions or for specific customer segments, particularly in highly regulated industries such as automotive, telecommunications, and energy storage. Obtaining such certifications can be time-consuming and subject to factors beyond our control, including changes in regulatory requirements or delays in testing and approval processes. If we fail to obtain the necessary certifications prior to scheduled product deliveries, we may experience delays, order cancellations, or loss of customer confidence, any of which could materially and adversely affect our business, financial condition, and results of operations.

Product recalls or safety concerns relating to our products could result in significant costs, damage to our brand and reputation, and could materially and adversely affect our business, financial condition, and results of operations.

Our products may contain actual or perceived defects, safety issues, or non-compliance with applicable standards, which may require us to conduct product recalls or take other corrective actions. Defects in design, manufacturing, labeling, or use of components—particularly in high-performance or safety-critical applications such as data center infrastructure, automotive, telecommunications and energy storage—could result in injury to end users or damage to property, which may trigger regulatory investigations, product liability claims, or mandatory recalls.

A product recall, whether voluntary or required by a regulatory authority, could result in substantial costs, including warranty expenses, repair or replacement costs, litigation, regulatory penalties, and increased insurance premiums. In addition, a recall or public safety concern could significantly harm our reputation, reduce customer confidence, and negatively affect demand for our products. Even unfounded allegations of product defects could disrupt our operations or lead to the loss of key customers. Any such events could materially and adversely affect our business, financial condition, and results of operations.

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Spending patterns and seasonality in the industries we serve could adversely affect our results of operations.

Our results of operations are affected by spending patterns and seasonality in the industries of our major customers and overall economic conditions in the markets in which we operate. Our sales are also subject to the seasonality of the industries we serve, such as e-bikes and automotives, which may affect our periodic operating results. For example, during the first half of the year, which is considered the off-season, sales volumes are relatively lower, making it challenging to allocate production costs efficiently, which affects gross margin performance. In contrast, the second half of the year marks the peak season, where increased production scales significantly reduce unit costs. As a result, gross margins may improve in the second half of the year. More generally, our products are heavily dependent on the demand in the industries we serve, including IDC, telecommunication base station, automobiles and motorcycles, low-speed electronic vehicles, and residential, industrial and commercial energy storage. A weak capital expenditure environment in those industries could have a material adverse effect on our results of operations.

We face risks associated with marketing, distribution and sale of our products, and if we are unable to effectively manage these risks, our business operations and future growth may be impeded.

Our business depends, in large part, on our sales and distribution network of global regional and local distributors or partners. Moreover, if we fail to retain our existing customers, attract new customers, and increase sales for our customers, our business operations and future growth may be impeded. Our significant efforts in marketing, distribution and sale of our products cannot guarantee our success. Specifically, we are exposed to a number of risks, such as:

If we are unable to effectively manage these risks, our business operations and future growth may be impeded.

We collaborate with a network of third-party distributors to market and sell our products, and any disruption, underperformance, or loss of key distributors could materially and adversely affect our business, financial condition, and results of operations.

A significant portion of our sales is conducted through a network of third-party distributors, who play a critical role in promoting, marketing, and distributing our power solutions to end customers across various regions. We depend on these distributors to maintain adequate inventory levels, provide timely customer service, and represent our brand and products effectively in the markets they serve. Distributors, however, may choose to reduce their focus on our products, terminate their relationships with us, or carry competing products.

In addition, our ability to maintain or expand our presence in key markets depends on our success in managing existing distributor relationships and attracting new, capable distributors. If any of our major distributors underperform, cease to grow, fail to comply with applicable laws and regulations, experience financial difficulties, or if we are unable to replace them in a timely and cost-effective manner, our sales and market share could be negatively impacted. Furthermore, disruptions in the distribution network due to geopolitical tensions, logistics constraints, regulatory changes, or other unforeseen events could materially and adversely affect our business, financial condition, and results of operations.

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Any problem with our product quality or performance will materially and adversely affect us, possibly resulting in reputation damage, loss of customers and sales, decrease in market share, products liability claims, among others.

The success of our business depends on our ability to consistently deliver products with high quality and reliability. If the quality or performance of any of our products deteriorates for any reason, we may face with returns or cancellations of orders, customer complaints, as well as damage to our future sales and market expansions. Moreover, as our products contain harmful substances, such as lead and acid, any defects or improper performance of our products may directly or indirectly result in serious harm to the environment and people’s health, safety and daily lives. If any such harm does result, we could be subject to products liability claims for damages. The costs and resources required to defend such claims could be substantial and, if such claims are successful, we could be responsible for paying some or all of the damages. Although we maintain products liability insurance, the coverage is limited to a fixed amount and may not be sufficient to cover all damages for which we are held liable. Any problems with our product quality may harm our results of operations, adversely affect our reputation among clients and potential clients and decrease our overall market share.

Any delivery delays, improper handling of goods or increase in transportation costs of our logistics service providers could materially and adversely affect our business, financial condition and results of operations.

We primarily rely on third-party logistics service providers for the transportation of our products. If we fail to cause our logistics service providers to timely and effectively obtain shipments of products from our suppliers and deliver products to our distributors and customers, our business, financial condition and results of operations could be harmed. The services provided by these logistics service providers may be suspended and cause interruption to the supply of our products due to unforeseen events. Delivery delays or losses may occur for various reasons beyond our control, including poor handling by our logistics companies, labor disputes or strikes, acts of war (e.g. conflicts between Russia and Ukraine, tensions in the Red Sea or tensions between Russia and the North Atlantic Treaty Organization (“NATO”), political unrest and conflicts in the Middle East), terrorist attacks or threats of such attacks around the world, international hostilities, epidemics or pandemics, earthquakes and other natural disasters. Poor handling of our products could also result in product contamination or damage, which may in turn lead to product recalls, product returns or exchanges, product liability, increased costs and damage to our reputation, thereby adversely affect our business, financial condition and results of operations.

We may incur significant costs because of the warranties we supply with our battery products.

We are confident that products sold to customers will meet the published or agreed upon specification. We provide warranties for our battery products in accordance with laws and regulations of the jurisdictions that such products are sold. Products that do not meet specification are replaced at no charge to the customer. Based on our historical experience, we have not encountered significant warranty claims. However, we have recorded warranty liability of US$3.0 million, US$5.1 million and US$7.8 million as of December 31, 2023, 2024 and June 30, 2025, respectively. There is no guarantee that future warranty claims will align with past trends, and a significant increase in such claims could exceed our existing reserves. This could have a material adverse effect on our business, financial condition and results of operations.

We may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have a material adverse effect on our ability to manage our business, and such undertakings may be unsuccessful.

Our growth strategy includes plans to expand our operations through acquisitions or strategic partnerships with other companies. However, we may not be successful in identifying attractive partners or acquisition candidates, and any such failure could limit our ability to expand our business and grow our market share. Even if we are successful at forming partnerships or acquiring other companies, acquisitions of companies or businesses and participation in partnerships are subject to considerable risks, including:

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Any of the above risks could significantly impair our ability to manage our business and materially and adversely affect our business, results of operations and financial condition.

Our multi-jurisdiction operations may lead to increasing risks and uncertainties, and our international business strategies may not yield the desired results.

Operating in multiple jurisdictions around the world and expanding to new regions may expose us to various risks, which may include, among others:

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If we are unable to effectively manage these risks, they could impair our ability to expand our markets internationally and have a material adverse effect on our business, financial condition, results of operations and prospects.

A cybersecurity breach or failure of one or more key information technology systems could have a material adverse effect on our business or reputation.

We rely extensively on information technology (“IT”) systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third parties or their vendors, to assist in conducting our business.

Our IT systems may be subject to computer viruses or other malicious codes, unauthorized access attempts, phishing and other cyberattacks. We continue to assess potential threats and make investments seeking to address and prevent these threats, including monitoring of our networks and systems and upgrading skills, employee training and security policies for us and our third-party providers. However, because the techniques used in these cyberattacks change frequently and may be difficult to detect for periods of time, we may face difficulties in anticipating and implementing adequate preventative measures. We cannot guarantee that our security efforts will prevent breaches or breakdowns to our or our third-party providers’ databases or systems. If the IT systems, networks or service providers we rely upon fail to function properly or if we or one of our third-party providers suffer a loss, significant unavailability of or disclosure of our business or stakeholder information and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive and business harm as well as litigation and regulatory action, including administrative fines. The costs and operational consequences of responding to breaches and implementing remediation measures could be significant.

We are subject to data security risks, which could negatively affect our reputation, business, financial condition and results of operations.

Hackers and data thieves are increasingly sophisticated and operate social engineering, such as phishing and large-scale, complex automated attacks that can evade detection for long periods of time. Any breach of our or our service providers’ network or other vendor systems, may result in the loss of confidential business and financial data, misappropriation of the transactional or personal information we handle or a disruption of our business. Any of these outcomes could have a material adverse effect on our business, including unwanted media attention, reputation damage, fines or lawsuits. We also may need to expend significant resources to protect against, respond to and/or redress problems caused by any breach.

In addition, as a global company, we are subject to global privacy and data security laws, regulations and codes of conduct. These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing interpretations. Government regulators, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. This increased scrutiny may result in new interpretations of existing laws, thereby further impacting our business.

The costs of compliance or failure to comply with such laws, regulations, codes of conduct and expectations could have a material adverse effect on our business, financial condition and results of operations. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, investigations or proceedings against us by governmental entities or others, damage to our reputation and

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credibility and could have a negative impact on our business, financial condition and results of operations. Furthermore, our actual or alleged failure to comply with applicable laws, regulations or policies or to protect personal data could result in enforcement actions and significant penalties against us, which could result in negative publicity, increase our operating costs, subject us to claims or other remedies and have a material adverse effect on our business, financial condition and results of operations.

Our future success depends on the continuing services of our senior management team and other key personnel, as well as our ability to attract and retain personnel.

Our future success depends heavily upon the continuing services, efforts and performance of all our directors and members of our senior management team (see “Item 6. Directors, Senior Management and Employees”). Our management team will comprise both experienced industry veterans and professional managers with extensive experience in the battery industry. If one or more of our senior executives, key research and development personnel or other personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected.

Furthermore, various parts of our production process are mainly done by manual labor and if we fail to attract and retain sufficient number of workers to meet our needs, our business and prospects may be adversely affected.

Our insurance coverage may be inadequate to protect us from potential losses.

Our operations are subject to hazards and risks normally associated with manufacturing operations. In addition, our products contain harmful substance and may subject us to product liability claims. Currently, we maintain comprehensive insurance coverage for our assets, including production facilities, inventories, machinery, equipment, and vehicles. Additionally, we have logistics insurance to cover the shipment of goods. For our employees, we comply with statutory insurance requirements, including work-related injury insurance (covering lead poisoning), medical insurance, maternity insurance, unemployment insurance, and pension insurance. Beyond statutory coverage, we provide personal injury and accidental medical insurance for selected management, administrative, and sales employees, based on their job responsibilities. We also maintain global product liability insurance to cover bodily injuries and property damage caused by our products, subject to specific coverage limits. For exported products, we maintain additional export insurance. The coverage, however, may be inadequate to protect us from potential losses, although we have not recorded any such losses historically. Further, we do not maintain business interruption insurance or profit loss insurance. Any losses or liabilities that are not covered by our current insurance policies or are not insured at all may have a material adverse effect on our business, results of operations and financial condition.

We may be exposed to infringement or misappropriation claims, which, if determined adversely against us, could result in significant damages.

Our success depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. The validity and scope of legal claims relating to the patents covering the proprietary components in our products and services involve complex scientific, legal and factual questions and analyses and, therefore, may have highly uncertain outcomes. We may be subject to litigation involving claims of patent infringement or violation of intellectual property rights of third parties. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceeding to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, pay ongoing royalties or redesign our products or services or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Protracted

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litigation could also result in our clients or potential clients deferring or limiting their purchase or use of our products or services until resolution of such litigation.

We may not have adequate intellectual properties protection in our operations. Failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect those rights may be costly and may not be resolved in our favor.

We mainly rely on patent laws, trade secrets and our brand licensing arrangement with Leoch Technology to establish, protect and maintain our propriety intellectual property, technologies and other confidential information.

Our operations span multiple jurisdictions, yet they are not universally safeguarded by patent protection. Since we used to be a subsidiary of Leoch Technology, we have been mostly relying on patents held by Leoch Technology, of which the legal protection is confined to a limited number of jurisdictions. Due to the lack of patent coverage in many jurisdictions where we operate, we would not be able to prevent others from developing or commercializing products, technologies or designs similar to ours in such jurisdictions.

For some of our unpatented proprietary technologies, we do not apply for a patent to avoid disclosing details of such technologies, know-how and data. In such events, we primarily rely on non-disclosure agreements, confidentiality agreements and other contractual arrangements for their protection. As we rely in part on the good faith of the contracting parties for the effectiveness of these agreements, there is no assurance that these measures will be effective in protecting our proprietary information.

Even with the existence of a patent, however, we may not be necessarily protected from competition, as any granted patent may be challenged, invalidated or held unenforceable. Competitors may successfully challenge our patents, produce similar products that do not infringe our patents or produce products in countries that do not recognize our patents. Further, changes in either the patent laws or in the interpretation of patent laws may diminish the value of our intellectual property. Moreover, we cannot assure you that we will be successful in renewing our patents once they expire, or that all our patent applications will ultimately be approved and granted to us. The occurrence of any of these events could harm our competitive position and decrease our revenue.

Additionally, we primarily rely on the brand licensing arrangement with Leoch Technology for our brands and trademarks. Further, although our trademarks are registered, given the large geographic area in which we conduct our business, monitoring and preventing unauthorized use are difficult. Any unauthorized use of our brands, trademarks and other similar intellectual property rights could harm our competitive advantages, good will and business.

Litigation may be necessary in the future to enforce our intellectual property rights, the costs for which could be substantial. Enforcement of intellectual property rights may be more difficult and/or less effective in some jurisdictions compared to other jurisdictions. An adverse outcome in litigation or similar proceedings could adversely affect our business, financial condition and results of operation.

Recent changes to patent laws in the United States and in foreign jurisdictions may limit our ability to obtain, defend and/or enforce our patents.

The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on actions by the U.S. Congress, the U.S. federal courts and the U.S. Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that could weaken our ability to obtain new patents or to enforce patents that we have licensed or that we might obtain in the future. Similarly, changes in patent laws or

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regulations in other countries or jurisdictions, changes in the governmental bodies that enact them or changes in how the relevant governmental authority enforces patent laws or regulations may weaken our ability to obtain new patents or to enforce patents that we have licensed or that we may obtain in the future.

Risks Related to Our Financial Condition

We may experience difficulty in collecting our receivables from our customers and our liquidity and financial condition would be negatively impacted.

As of December 31, 2023, 2024 and June 30, 2025, our accounts receivable were US$173.9 million, US$187.3 million and US$247.6 million, respectively. Our credit arrangements with customers may expose us to the risk of default or delay in payment under the purchase contracts. Such risks may become more prominent in an economic slowdown or recession, which may result in changes of customers’ credit and payment policies, increase in delinquencies, foreclosures and losses. Our inability to collect payments from our clients in a timely and sufficient manner may adversely affect our liquidity, financial condition and results of operations.

Failure to maintain and predict inventory levels in line with the level of demand for our products could cause us to face excess inventory risks, holding costs and costs of purchase, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our inventories primarily include raw materials, work in progress and finished goods. Our inventories as of December 31, 2023, 2024 and June 30, 2025 were US$111.1 million, US$111.9 million and US$125.8 million, respectively. As we maintain our inventory levels based on our internal forecasts of customers’ demands and of the price fluctuations in raw materials, the accuracy of such forecasts is inherently uncertain. If our forecast customer demand is lower than actual demand, we may not be able to maintain an adequate inventory level of our raw materials or obtain sufficient supplies in a timely manner, our production may be interrupted and we may lose sales and market share to our competitors. On the other hand, we may be exposed to increased inventory risks due to accumulated excess inventory of our raw materials. Excess inventory levels may increase our inventory holding costs, risk of inventory obsolescence or impairment. Additionally, failure to accurately forecast the price fluctuations will lead to excessive cost of purchase.

We are subject to risks and uncertainties associated with our investments in futures and options at fair value.

Our derivative assets primarily represent futures and options contracts that we purchase to hedge financial risks, such as those relating to price fluctuations of our raw materials. Changes in fair value of derivative assets and derivative liabilities were gains of US$1.0 million, US$0.1 million, US$4 thousand and US$34 thousand for the year ended December 31, 2023, 2024 and for the six months ended June 30, 2024 and 2025, respectively.

Option contracts carry significant risks, including market volatility and leverage risk, which can amplify both gains and losses. Additionally, liquidity risk and the potential for physical delivery in futures contracts pose challenges, while the time-bound nature of options can lead to the loss of the entire premium if the market moves unfavorably.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations.

Because we conduct a significant and growing portion of our business in currencies other than the US dollars but report our combined and consolidated financial results in US dollars, we face exposure to fluctuations in currency exchange rates. In particular, this exposure arises within our subsidiaries operating in multiple jurisdictions, as they often conduct transactions in currencies that differ from their respective functional currencies. This is notably the case for subsidiaries in emerging markets. We recorded net foreign exchange loss of US$1.1 million, US$4.3 million and US$4.7 million for the years ended December 31, 2023, 2024 and for the six months ended June 30 2024, respectively. We recorded net foreign exchange gain of US$4.4 million for the

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six months ended June 30, 2025. As exchange rates vary, revenue, costs exclusive of depreciation and amortization, operating expenses, other income and expense, and assets and liabilities, when translated, may also vary materially and thus affect our overall financial results. We may in the future, enter into cash flow or other type of hedging arrangements to manage foreign currency translation, but such activity may not completely eliminate fluctuations in our operating results due to currency exchange rate changes. Hedging arrangements are inherently risky, which could expose us to additional risks that could adversely affect our financial condition and operating results.

Fluctuations of interest rates could negatively impact our performance and business expansion plans.

We are exposed to fluctuations of interests rate in relation to fixed-rate bank borrowings, other financial assets and lease liabilities. We are also exposed to cash flow interest risk in relation to variable-rate bank balances, and variable-rate bank borrowings which carry prevailing market interest rates. We attempt to minimize this risk and lower our overall borrowing costs through maintaining a balanced portfolio of fixed rate and floating rate bank borrowings and bank balances.

This risk has not had a material impact on our overall borrowing cost or our financial performance. However, in the event that we fail to control this risk in the future, rising interest rates could significantly increase our cost of borrowing or could make it difficult for us to obtain financing in the future. If we are unable to obtain financing in the future, our growth could be limited, which could negatively impact our business and operating results.

Risks Related to Legal Proceedings, Regulations and Internal Control

From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and combined financial position.

We may be involved in a variety of lawsuits, including class actions and derivative actions, regulatory actions or government investigations and inquiries and commercial or contractual disputes that, from time to time, are significant. In addition, from time to time, we may also be involved in legal proceedings and investigations arising in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers and suppliers; intellectual property matters; personal injury claims; environmental issues; tax matters; and employment matters.

It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Regardless of their subject matter or merits, class action and derivative action lawsuits and other government investigations may result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our reputation, business, financial condition and results of operations.

Recent and potential tariffs imposed by the U.S. government or a global trade war could increase costs and inhibit future sales of our products, which could have a material adverse effect on our business, financial condition and results of operations.

The U.S. government has and continues to make significant changes in U.S. trade policy and has taken certain actions that could negatively impact U.S. trade, including imposing tariffs on certain imported goods and prohibiting certain imports into the United States. On February 1, 2025, President Trump placed 25 percent tariffs on products imported from Mexico and Canada (10 percent tariffs on Canadian “energy resources”) and 10 percent on all products from China through the International Emergency Economic Powers Act of 1977 (“IEEPA”). In retaliation, some countries have implemented, and continue to evaluate imposing additional tariffs on a wide range of American products. There is also a concern that the imposition of additional tariffs by the United States could result in the adoption of tariffs by other countries as well, leading to a global trade war. For example, the U.S. government has from time to time imposed significant tariffs on and prohibited imports of certain product categories imported from China. In particular, since February 2025, the U.S. administration has

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proposed to increase the total tariff level for imported Chinese goods to 145% and additional tariff increase could be imposed as the trade tension between the two countries continues to heighten. On April 11, 2025, China has responded by hiking its levies on U.S. imports to 125%, although the U.S. and China agreed in May to roll back most of these higher tariffs for 90 days. On May 12, 2025, a new executive order was issued by President Donald Trump to (i) suspend the previously imposed 34% reciprocal tariff from the April 2 order for a period of 90 days, through approximately August 12, 2025; (ii) eliminate the retaliatory tariff increases imposed on April 8 and April 9, which had raised the reciprocal tariff rate from 34% to 125%; and (iii) reinstate the 10% baseline tariff on imports originating from China, Hong Kong, and Macau for the duration of the 90-day period. Subsequently, on August 11, 2025, the White House extended this tariff regime, continuing to apply the 10% reciprocal tariff through November 10, 2025, rather than reverting to the previous 34% rate. The recent tariff increases have triggered strong international reactions, raising concerns about potential trade conflicts and economic repercussions. Such tariffs and prohibitions, if expanded to other categories, could have a significant impact on our business, particularly the importation of parts of our batteries and certain production equipment that is manufactured in, or with inputs from, China. If we attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs, such efforts may not yield immediate results or may be ineffective. We might also consider increasing prices to our customers once we commence sales of our products; however, this could reduce the competitiveness of our products and adversely affect net sales. If we fail to manage these dynamics successfully, gross margins and profitability could be adversely affected. We cannot predict what actions may ultimately be taken with respect to tariffs or international trade relations, what products may be subject to such actions, or what retaliation actions may be taken in response. Any further deterioration in the international relations could exacerbate these actions and other governmental intervention.

The U.S. or foreign governments may take additional administrative, legislative, or regulatory action that could materially interfere with our ability to sell products in certain countries. Sustained uncertainty about, or worsening of, current global economic conditions and further escalation of trade tensions between the United States and its trading partners could result in a global economic slowdown and long-term changes to global trade, including retaliatory trade restrictions which may have an adverse effect on our business, financial condition and results of operations. Any alterations to our business strategy or operations made in order to adapt to or comply with any such changes would be time-consuming and expensive, and certain of our competitors may be better suited to withstand or react to these changes.

We are subject to governmental export and import controls, customs and economic sanction laws that could subject us to liability and impair our ability to compete in international markets.

The United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, as well as customs and other import regulatory requirements. Our products may be subject to such export controls. Compliance with applicable regulatory requirements regarding the import and export of our products may create delays in the introduction of our products in international markets and, in some cases, prevent the export of our products to some countries altogether. Over the past year, several countries have imposed far-reaching export controls with respect to geopolitical conflicts in addition to export control measures targeting certain industries. We cannot rule out the possibility that these measures could have an indirect negative impact on our business and our ability to source certain products from key jurisdictions.

Furthermore, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other relevant agencies of the U.S. government administer certain laws and regulations that restrict U.S. persons and, in some instances, non-U.S. persons, from conducting activities, transacting business with or making investments in certain countries or with governments, entities and individuals subject to U.S. economic sanctions. Similar economic sanctions are imposed by the European Union and other jurisdictions. Sanctions may evolve rapidly and with far-reaching impact on global business—for example, over the past year, the United States, the United Kingdom, the European Union, as well as certain other countries have imposed multiple rounds of significant sanctions in response to geopolitical conflicts. Our international operations subject us to these laws and

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regulations, which are complex, restrict our business dealings with certain countries, governments, entities and individuals and are constantly changing. Penalties for noncompliance with these complex laws and regulations can be significant and include substantial fines, sanctions or civil and/or criminal penalties and violations can result in adverse publicity, which could harm our business, financial condition and results of operations. Even though we take precautions to prevent conducting business with targets of U.S. sanctions, business could be conducted with those targets or conducted by our distributors. Any such business could have negative consequences, including government investigations, penalties and reputational harm. Our failure to obtain required import or export approval for our products or to comply with applicable laws and regulations with regard to our import and export activity, could harm our international and domestic sales and adversely affect our net sales.

We could be subject to future enforcement action with respect to compliance with governmental export and import controls, customs laws and economic sanctions laws that result in penalties, costs and restrictions on export privileges that could have an adverse effect on our business, financial condition and results of operations.

We may not successfully obtain and maintain the necessary regulatory permits or approvals for the manufacture and sale of our products in certain markets.

Our manufacturing of batteries is regulated by the government and is subject to various laws and regulations in jurisdictions where we operate. For example, in establishing our factory in Vietnam, we need to obtain the environmental suitability pre-approval issued by the environmental protection bureau, the registration approval for environmental protection equipment, and the registration approval for hazardous waste, in order to comply with local environmental protection standards. Our compliance with such requirements and standards can be expensive and could lead to an increase in our production costs.

Although we believe that as of the date of this Form 20-F, we possessed all necessary regulatory permits, approvals and clearances for manufacturing in our production bases in operation, failure to maintain or renew such permits, licenses, registrations, certificates or approvals could have a material adverse effect on our business, profitability and prospects.

Furthermore, extensive government regulations and delays in granting relevant approvals can significantly hinder the introduction of new products. In addition, the approvals may be granted on a limited basis or subject to modification of our products. The occurrence of any of these events could increase our operating costs and materially and adversely affect our market competitiveness.

We are subject to environmental and safety risks and requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect our business, results of operation and reputation.

Battery technology development and manufacturing involves certain inherent environmental and safety risks. Some of our employees handle hazardous materials, including chemicals, such as lead, lithium and sulfides, that pose specific challenges. We have engineering and administrative controls in place for handling these materials along with any hazardous substances and the employees who handle such materials are required to follow certain safety procedures, including the use of personal protective equipment. In addition to exposure, materials with lead, lithium and sulfides have the propensity to start fires. While we believe we have taken precautionary measures which include engineering controls, personal protective equipment, procedures and training to prevent human exposures and fires, including annual safety training for our employees, we cannot completely rule out the possibility of human or environmental exposure to hazardous materials used in our development activities and prototype products. Any such exposure could result in future third-party claims against us, damage to our reputation, and heightened regulatory scrutiny, remedial and corrective action obligations or the incurrence of capital expenditures, any of which could limit or impair our ability to attract customers. The occurrence of future events such as these could have a material adverse effect on our business, financial condition, and results of operations.

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In addition to risks listed above, we are subject to numerous international and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. Environmental laws and regulations, including used battery recycling, recovery and reuse, are cost intensive activities that we support. In addition, new legislation and regulations may require us to make material changes to our operations, resulting in significant increases to the cost of production. Several developed countries, including the United States and some EU states, have adopted strict environmental regulations relating to the safe disposal and recycling of batteries such as Regulation (EU) 2023/1542 of the European Parliament and of the Council of 12 July 2023 concerning batteries and waste batteries, and have established government-led programs to ensure 100% recycling of designated batteries. Further, some EU states have also implemented programs that encourage the improvement of battery production processes to reduce pollutant emission and the recovery of used batteries for environmentally-friendly recycling. Under some of these programs, relevant authorities have required battery manufacturers to bear the costs of such disposal and recycling. There is no assurance that other jurisdictions where we have substantial operations will not introduce similar environment protection programs in the future. The introduction of new laws, regulations and policies in this respect could increase our operating costs and adversely affect the profitability of our business.

Global climate change, an increase in related legal and regulatory requirements and an increased related emphasis on ESG matters by various stakeholders could negatively affect our business.

Increased public awareness and concern over climate change may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change on the environment. Increased costs of energy or compliance with emissions standards due to increased legal or regulatory requirements may cause disruptions in or increased costs associated with our development and manufacturing operations. Any failure to achieve our goals with respect to reducing our impact on the environment or a perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning climate change or other sustainability concerns could adversely affect our business and reputation.

Labor disputes could significantly affect our business.

Labor disputes, work stoppages or slowdowns at our production facilities or any of our contract manufacturers or raw material suppliers could significantly disrupt our operations or our expansion plans. Delay caused by any such disruptions could materially and adversely affect our operations or projection for increased capacity, production and revenue, which could have a material adverse effect on our business, results of operations and financial condition.

Changes in tax laws or unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.

Our subsidiaries are subject to income taxes in various jurisdictions around the world. Our effective income tax rate could be adversely affected in the future by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations or their interpretations and application and the outcome of income tax audits in any of the jurisdictions in which we operate or are otherwise subject to tax. Our effective tax rate may also be impacted by changes in the geographic mix of our earnings.

A significant change in U.S. tax law, or that of other countries where we operate or have a presence, may materially and adversely impact our income tax liability, provision for income taxes and effective tax rate. We regularly assess all of these matters to determine the adequacy of our income tax provision, which is subject to significant judgment.

In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, the final outcome of tax audits

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and related litigation could be materially different than that reflected in our historical income tax provisions and accruals. There can be no assurance that the resolution of any audits or litigation will not have an adverse effect on future operating results.

In August 2022, the United States passed the Inflation Reduction Act (“IRA”), which imposed, among other things, a corporate alternative minimum tax on book income on certain large U.S. corporations, including certain U.S. subsidiaries of certain large multinational corporate groups. These provisions became effective on January 1, 2023. The full effects of these rules and other provisions of the IRA on us are uncertain until further regulations and guidance from the Internal Revenue Service (“IRS”) and Treasury are released.

Our tax obligations and effective tax rate in the jurisdictions in which we conduct business could increase, including as a result of the base erosion and profit shifting (“BEPS”) project that is being led by the Organization for Economic Co-operation and Development (“OECD”), and other initiatives led by the OECD or jurisdictions where we operate. For example, the OECD is leading work on proposals, commonly referred to as “BEPS 2.0,” which, if and to the extent implemented, would make important changes to the international tax system. These proposals are based on two “pillars,” involving the reallocation of taxing rights in respect of certain multinational enterprises above a fixed profit margin to the jurisdictions in which they carry on business (subject to certain revenue threshold rules which we do not currently meet but may meet in the future) (referred to as “Pillar One”) and imposing a minimum effective corporate tax rate on certain multinational enterprises (referred to as “Pillar Two”). A number of countries in which we conduct business, including through our Singapore and Vietnam subsidiaries, have enacted, or are in the process of enacting, core elements of the Pillar Two rules. We continue to monitor developments and evaluate the potential impacts and applicability of these new rules on our business.

We may be unable to detect, deter and prevent all instances of fraud or other misconduct committed by our employees, suppliers or other third parties.

We may be exposed to fraud, bribery or other misconduct committed by our employees, suppliers or third parties that could subject us to financial losses and sanctions imposed by governmental authorities, which may adversely affect our reputation. We implement internal procedures and policies to monitor our operations and ensure overall compliance. As of the date of this Form 20-F, we are not aware of any instances of fraud, bribery, and other misconduct involving employees, suppliers and other third parties that had any material and adverse impact on our business and results of operations. However, we cannot assure you that there will not be any such instances in the future. Although we consider our internal control policies and procedures to be adequate, we may be unable to prevent, detect or deter all such instances of misconduct. Any such misconduct committed against our interests, which may include past acts that have gone undetected or future acts, may have a material and adverse effect on our business and results of operations.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or change significantly, our reported results of operations could be materially adversely affected.

In connection with the preparation of our combined financial statements included in this Form 20-F, we use certain estimates and assumptions, which are more fully described in Note 2 of the financial statements filed as part of this Form 20-F. The estimates and assumptions we use in the preparation of our combined financial statements affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Changes in accounting estimates may occur from period to period. Accordingly, actual results could differ significantly from our estimates. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to significant uncertainties, some of which are beyond our control. Should any of these estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on our financial statement presentation, financial condition, results of operations and cash flows, any of which could cause our share price to decline.

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We have identified material weaknesses in our internal control over financial reporting. Such material weaknesses could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner. If we fail to implement and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence in our company and the market price of our shares may be negatively impacted.

In connection with the audit of our combined financial statements as of and for the year ended December 31, 2024, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are i) lack of sufficient accounting and financial reporting personnel with requisite knowledge, skills and experience in application of U.S. GAAP and SEC reporting requirements and ii) the ineffective information technology general controls over the Company’s financial system.

We are currently implementing a number of measures to remedy our identified material weaknesses, including 1) upgrading our current IT system to a more advanced version utilizing more secured public cloud and strengthening IT general controls; 2) hiring additional IT specialists to strengthen our information technology compliance oversight; 3) providing additional training for information technology personnel on the importance of information technology general controls; 4) designing and implementing information technology general controls, including controls over change management and the review and update of user access rights and privileges; 5) hiring additional qualified accounting and financial reporting personnel with an appropriate understanding of the U.S. GAAP and SEC reporting requirements; 6) enhancing the capabilities of its existing accounting and financial reporting personnel through continuous training and education in the accounting and reporting requirements under U.S. GAAP and SEC rules and regulations; and 7) developing, communicating and implementing an accounting policy manual in accordance with U.S. GAAP for our accounting and financial reporting personnel for recurring transactions and period-end closing processes. However, we cannot definitively state when the material weakness will be remediated nor quantify the total expected costs of the full remediation effort. There is no guarantee that these measures will be effective in addressing the material weaknesses identified or that we may conclude that they have been fully remediated. In addition, during the course of documenting and testing our internal control procedures, we may identify additional material weaknesses in our internal control over financial reporting. Such material weakness may cause investors to lose confidence in our reported financial information, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares.

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), in the assessment of the emerging growth company’s internal control over financing reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of such exemptions. However, as we become a public company in the United States, we are subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act of 2002. Section 404 requires that we include a report from management on our internal control over financial reporting in our second annual report on Form 20-F. These requirements may place a strain on our systems, personnel and resources. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report

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on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. The implementation of these measures, however, may not fully remediate the material weakness identified in our internal control over financial reporting, and we cannot conclude that the material weakness has had been fully remediated. These activities may also divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404, meet our reporting obligations, avoid material misstatements in our financial statements, or anticipate and identify accounting issues or other financial reporting risks that could materially impact our consolidated financial statements. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or government controlled entities. We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. These laws generally prohibit companies, their employees and third-party intermediaries from corruptly promising, authorizing, offering or providing, directly or indirectly, improper payments of anything of value to government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person or securing any improper advantage. Certain laws, including the U.K. Bribery Act, also prohibit soliciting or receiving bribes or improper payments. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls.

Some of the countries where we operate or where our products are sold may not have as strong a commitment to anti-corruption and ethical behavior that is required by U.S. laws or by our corporate policies. Noncompliance with anti-corruption, anti-bribery, anti-money laundering or similar laws and regulations could subject us to substantial fines, whistleblower complaints, adverse media coverage, investigations and severe administrative, civil and criminal sanctions and penalties, collateral consequences, including restrictions on the marketing of our products in certain countries, remedial measures and legal expenses, all of which could have a material adverse effect on our reputation, business, financial condition and results of operations. Further,

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detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

In addition, if any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (the “FRA”), pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property.

Risks Related to Separation from Leoch Technology and Being a Standalone Public Company

The spin-off may not be successful, and as an independent publicly traded company, we will not enjoy the same benefits that we did as a subsidiary of Leoch Technology.

Upon consummation of the spin-off, we will be a standalone public company. The process of becoming a standalone public company may distract our management from focusing on our business and strategic priorities. Moreover, as a separate public company, we will be a smaller company than Leoch Technology before its spin-off, and we may not have access to financial and other resources comparable to those available to Leoch Technology prior to the spin-off or enjoy certain other benefits that we did as a subsidiary of Leoch Technology. We cannot predict the effect that the spin-off will have on our relationship with partners or employees or our relationship with government regulators. We may also be unable to obtain goods, technology and services at prices and on terms as favorable as those available to us prior to the spin-off. Furthermore, as a smaller company, we may be more likely to be negatively impacted by changes in global market conditions, regulatory reforms and other industry factors, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

If the spin-off is delayed or fails to be completed, we or Leoch Technology may face uncertainty in our strategic direction, and our management team may need to redirect focus to stabilizing operations within Leoch Technology’s existing structure. Such delays or failures could create uncertainty among our customers, suppliers, and employees, potentially impacting our ability to retain key personnel, maintain supplier relationships, and execute growth plans. Additionally, we may incur significant costs associated with preparatory activities for the spin-off, which may not be recoverable if the transaction does not proceed.

In the event of a delay or failure of the spin-off, we together with Leoch Technology will evaluate alternative strategic options, including remaining within Leoch Technology as a business unit, pursuing other restructuring or partnership opportunities, or seeking additional funding sources to support our independent operations. We may also explore adjustments to our business model or capital structure to mitigate the financial and operational impact of a spin-off failure. However, there is no assurance that any of these contingency plans would be successful or that we would be able to operate effectively under an alternative structure, which could have a material adverse effect on our business, financial condition, and future prospects.

We may not achieve some or all of the anticipated benefits of the spin-off, and the spin-off may adversely affect our business.

We may not be able to achieve some or all of the strategic, financial, operational, marketing or other benefits anticipated to result from the spin-off, or such benefits may be delayed or not occur at all. There is risk that we will not achieve the following anticipated benefits, among others, following the spin-off:

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We may not achieve these and other anticipated benefits for a variety of reasons, including, among others:

We cannot predict with certainty when the benefits anticipated from the spin-off will occur or the extent to which they will be achieved. If we fail to achieve some or all of the benefits anticipated to result from the spin-off, or if such benefits are delayed, our business, financial condition and results of operations could be adversely affected.

Our historical financial information is not necessarily representative of the results we would have achieved as a standalone public company and may not be a reliable indicator of our future results.

Our historical financial statements have been derived from the Leoch Technology combined and consolidated financial statements and accounting records, and these financial statements and the other historical financial information of Leoch Energy included in this Form 20-F are presented on a combined basis. This combined information does not necessarily reflect the financial position, results of operations and cash flows we would have achieved as a standalone public company during the period presented, or those that we will achieve in the future.

This is primarily because of the following factors:

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Therefore, our historical financial information may not necessarily be indicative of our future financial position, results of operations or cash flows, and the occurrence of any of the risks discussed in this “Risk Factors” section, or any other event, could cause our future financial position, results of operations or cash flows to materially differ from our historical financial information.

The separation and distribution are subject to a number of conditions. The transactions may not take place, may be delayed or may not take place in the manner currently anticipated.

The separation and distribution are a series of transactions designed to fully separate us from Leoch Technology and list our ordinary shares on NASDAQ, following which Leoch Technology would no longer be our shareholder. The separation and distribution are subject to a number of conditions, including necessary regulatory approvals and other uncertainties. If the conditions are not satisfied (and not otherwise waived), the separation and/or distribution will not take place. See “The Separation and Distribution Transactions” and the Leoch Technology Circular, a copy of which is filed as Exhibit 15.4 to this registration statement. The separation and distribution encompasses a series of complex transactions involving a number of professional parties and regulators across multiple jurisdictions, and may not be completed in the manner and within the time expected, or at all. If the separation and distribution from Leoch Technology are not completed, the benefits we currently expect from the separation and distribution, such as our strategic independence from Leoch Technology, would not materialize. In that event, Leoch Technology will continue to hold sufficient shares to exercise control over all matters requiring shareholder approval, whether such approval is required as an ordinary resolution or a special resolution as a matter of Cayman Islands law or under the rules and regulations of the place of the exchange on which Leoch Technology is listed, such as approval of the financial statements, declarations of dividends, the appointment and removal of directors, alteration of share capital (including increases, consolidations, subdivision, repurchase and cancellation), adoption of share incentive schemes, share issuances and amendments to our memorandum and articles of association.

Conflicts of interest may arise because our chairman of the board of directors has substantial interest in Leoch Technology.

Dr. Li DONG, our Chairman and Chief Executive Officer, is also the controlling shareholder of Leoch Technology. His interests in Leoch Technology and us could create, or appear to create, conflicts of interest with respect to decisions involving both us and Leoch Technology that could have different implications for Leoch Technology and us. For example, conflicts of interest could arise if we enter into any new commercial arrangements with Leoch Technology in the future, or if Leoch Technology decides to compete with us in any of our markets. In addition, there is a potential conflict of interest as he may devote more of his personal time to it rather than to our company. We cannot assure you that our memorandum and articles of association, policies and procedures will adequately address potential conflicts of interest or that potential conflicts of interest will be resolved in our favor or that we will be able to take advantage of corporate opportunities presented to individuals with a substantial interest in Leoch Technology. As a result, we may be precluded from pursuing certain advantageous transactions or growth initiatives.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands and substantially all of our assets are located outside of the United States. In addition, some of our current directors and executive officers are not United States nationals or residents. For example, Dr. Li DONG, our Chairman and

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Chief Executive Officer, is not national of the United States and does not reside in the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action in the United States against us or against these individuals in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of certain jurisdictions where we operate may render you unable to enforce a judgment against us, our directors and executive officers or assets of these persons. For more information regarding the relevant laws of the Cayman Islands and certain jurisdictions in Asia, see “Item 10.B. Memorandum and Articles of Association — Enforceability of Civil Liabilities.”

Our ability to operate our business effectively may suffer if we do not, quickly and cost effectively, establish our own research and development, financial, administrative, corporate governance, listed company compliance and other support functions necessary to operate as a standalone public company.

In connection with our separation from Leoch Technology, we are creating our own research and development, financial, administrative, corporate governance, listed company compliance and other support systems, including for the services Leoch Technology had historically provided to us. We expect this process to be complex, time consuming and costly. Any failure or significant downtime in our own research and development, financial, administrative or other support systems or in the Leoch Technology support systems during the transitional period in which Leoch Technology provides us with support could negatively impact our business operations.

The transitional services Leoch Technology has agreed to provide us may not be sufficient for our needs. In addition, we or Leoch Technology may fail to perform under various transaction agreements that will be executed as part of the spin-off or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

Following the spin-off, we and Leoch Technology will operate separately, each as an independent public company. We intend to enter into a Separation and Distribution Agreement with Leoch Technology related to the separation and distribution, and we intend to enter into several other agreements with Leoch Technology prior to completion of the spin-off to effect the separation and provide a framework for our relationship with Leoch Technology after the spin-off. These agreements will govern the relationships between Leoch Technology and us subsequent to the completion of the spin-off and will provide for the separation of the assets, employees, liabilities and obligations (including investments, property and employee benefits and tax liabilities) of Leoch Technology and its subsidiaries that constitute the Leoch Energy Business and are attributable to periods prior to, at and after the separation. In addition to the Separation and Distribution Agreement (which contains many of the key provisions related to our separation from Leoch Technology and the distribution of our shares to holders of Leoch Technology shares), including Brand Licensing Framework Agreement and Product Procurement Framework Agreement. See “Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Leoch Technology and Us.”

Certain of these agreements will provide for the performance of key business services by Leoch Technology for our benefit for a period of time after the spin-off. These services may not be sufficient to meet our needs and the terms of such services may not be equal to or better than the terms we may have received from unaffiliated third parties.

We will rely on Leoch Technology to satisfy its performance and payment obligations under these agreements. If Leoch Technology is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses. If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain transitional agreements expire, we may not be able to operate our business effectively and this may have an

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adverse effect on our business, financial condition and results of operations. In addition, after our agreements with Leoch Technology expire, we may not be able to obtain these services at as favorable prices or on as favorable terms.

Under the Separation and Distribution Agreement and related ancillary agreements, from and after the separation, we and Leoch Technology will be generally responsible for the debts, liabilities and other obligations related to the businesses which we own and operate following the consummation of the separation. Although we do not expect to be liable for any obligations that are not allocated to us under the Separation and Distribution Agreement, a court could disregard the allocation agreed to between the parties, and require that we assume responsibility for obligations allocated to Leoch Technology (for example, tax liabilities), particularly if Leoch Technology were to refuse or to be unable to pay or perform the allocated obligations.

Our and Leoch Technology’s contracts may contain provisions requiring the notice or consent of third parties in connection with the separation. If we or Leoch Technology fail to notify these third parties or obtain their consents, we may be unable to enjoy the benefit of these contracts in the future.

We have entered into various business, financial and other contracts in the ordinary course of business. Some of these contracts, including certain commercial loan agreements, may require us to notify or seek prior consent from the counterparties in connection with the separation. We believe that we have carried out our contractual obligations and are not otherwise in material default or violation of these contracts. However, if any contractual counterparties find us in default or violation due to failure to notify them or obtain their prior consent in connection with the separation or otherwise, they may terminate their business relationship with us, declare any repayment obligations immediately due and/or pursue legal actions against us, which may materially and adversely affect our business, financial condition and results of operations.

Furthermore, Leoch Technology has entered into various business, financing and other contracts in the ordinary course of business. Some of these contracts may require Leoch Technology to notify or seek prior consent from the counterparties in connection with the separation. Leoch Technology has notified us that they believe that they have carried out their contractual obligations and are not otherwise in material default or violation of those contracts. However, if any contractual counterparties find Leoch Technology in default or violation due to failure to notify them or obtain their prior consent in connection with the separation or otherwise, they may terminate their business relationship with Leoch Technology or us, declare any repayment obligations immediately due and/or pursue legal actions against Leoch Technology or us, which may materially and adversely affect our business, financial condition and results of operations.

The spin-off may be a taxable transaction to Leoch Technology shareholders.

We do not intend to obtain opinions or tax rulings as to whether the spin-off will qualify as a tax-free transaction in any taxing jurisdiction. If the spin-off is treated as a taxable transaction under the laws of any taxing jurisdiction in which Leoch Technology shareholders are tax resident, such shareholders would be required to recognized taxable income with respect to the spin-off in that jurisdiction. Loech Technology shareholders should consult their tax advisers regarding the possible tax consequences of the spin-off in their particular circumstances.

There can be no assurance that we will not be classified as a Singapore tax resident.

There is a risk that we may be treated as a Singapore tax resident for Singapore income tax purposes. Under Singapore tax law, the tax residency of a company is determined by where the business is controlled and managed. The residency status of a company may change from year to year. Generally, a company is considered a Singapore tax resident for a particular year of assessment if the control and management of its business was exercised in Singapore in the preceding calendar year. “Control and management” is defined as the making of decisions on strategic matters, such as those concerning the company’s policy and strategy. Where the control

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and management of a company is exercised is a question of fact. There is uncertainty as to whether the control and management of our Company is indeed exercised in Singapore such that Leoch Energy Inc may be deemed as a Singapore tax resident. In making such determination, Singapore tax authority will consider all facts provided by the company to determine if the control and management of the business is indeed exercised in Singapore. If Leoch Energy Inc is regarded as a Singapore tax resident, any dividends received or deemed received by Leoch Energy Inc in Singapore from subsidiaries located in a foreign jurisdiction with a rate of income tax or tax of a similar nature of less than 15% may be subject to additional Singapore income tax.

Income is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore or (iii) applied to purchase any movable property that is brought into Singapore. In addition, as Singapore does not impose withholding tax on dividends declared by Singapore resident companies, if Leoch Energy Inc is considered a Singapore tax resident, dividends paid to the holders of our Ordinary Shares will not be subject to withholding tax in Singapore. Regardless of whether or not Leoch Energy Inc is regarded as a Singapore tax resident, holders of our Ordinary Shares who are not Singapore tax residents would generally not be subject to Singapore income tax on gains derived from the disposal of our Ordinary Shares if such shareholders do not maintain a permanent establishment in Singapore, to which the disposition gains may be effectively connected, and the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our Ordinary Shares is performed outside of Singapore. For Singapore resident shareholders, if the gain from disposal of our ordinary shares is considered by Singapore tax authority as revenue in nature, such gain will generally be subject to Singapore income tax, and not taxable in Singapore if the gain is considered by Singapore tax authority as capital gains in nature to the extent that it does not fall within the ambit of Section 10L of the Singapore Income Tax Act. For a discussion of Singapore tax consequences relevant to us and our shareholders, see “Item 10.E. Taxation—Singapore Tax Considerations.” Any Singapore taxes imposed on the Company may have a negative impact on the value of your investment in us.

The requirements of being a standalone public company may strain our resources and distract our management, which could make it difficult to manage our business.

Following the completion of the separation and distribution, we will be required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, financial condition and results of operations.

We are subject to the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act. These requirements may place a strain on our systems, personnel and resources. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we are committing significant resources, hiring additional staff and providing additional management oversight. We are implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth will also require us to commit additional management, operational and financial resources to identify new professionals to join our company and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

Members of our management team have limited experience managing a U.S. public company.

Some members of our management team have limited experience managing a publicly traded company in the United States, interacting with U.S. public company investors and complying with the increasingly complex

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laws pertaining to public companies in the United States. Our management team may not successfully or efficiently manage our transition to being a U.S. public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition and results of operations.

Risks Related to Ownership of Our Shares

The price of our shares after the spin-off may be volatile.

The market price for our shares may be volatile. This market volatility, as well as general economic, market or political conditions could reduce the market price of our shares in spite of our operating performance. In addition, if trading of our shares is substantially localized on the NASDAQ, we may not meet the liquidity or other criteria necessary for inclusion in various stock indices that are based on our trading volumes on another exchange. This could have a further negative impact on the price of our shares.

Furthermore, in the past, securities class action litigation has often been brought against companies following a decline in the market price of its securities. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and financial results.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.

Techniques employed by short sellers may drive down the market price of our shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations, and any investment in our shares could be greatly reduced or even rendered worthless.

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If a substantial number of our shares become available for sale and are sold in a short period of time, the market price of our shares could decline.

If our existing significant shareholders sell substantial amounts of our shares in the market, the market price of our shares could decrease significantly. The perception in the market that our existing significant shareholders might sell shares could also depress our share price. A decline in the price of our shares may impede our ability to raise capital through the issuance of additional shares or other equity securities.

The combined post-spin-off value of our shares and the Leoch Technology shares may not equal or exceed the aggregate pre-spin-off value of the Leoch Technology shares and our shares.

After the spin-off, the Leoch Technology shares will continue to be listed and traded on the Hong Kong Stock Exchange. Our shares will be traded under the symbol “EMS” on the NASDAQ. We have no current plans to apply for listing on any additional stock exchanges. As a result of the spin-off, it is expected that the trading prices of Leoch Technology shares in the regular-way market at market open on the trading day following the distribution date will be lower than the trading prices in the regular-way market at market close on the distribution date, because the trading prices will no longer reflect the value of the Leoch Energy Business. However, there can be no assurance that the aggregate market value of the Leoch Technology shares and our shares following the spin-off will be higher than, equal to or lower than the market value of Leoch Technology shares if the spin-off did not occur. This means, for example, that the combined trading prices of fifty (50) Leoch Technology shares and one Leoch Energy share after market open following the distribution date may be equal to, greater than or less than the trading prices of one Leoch Technology share prior to the distribution date.

No assurance can be given that we will pay or declare dividends in the future.

For the short-to-medium term, we intend to retain any earnings to finance the development of our business, and no assurance can be given that we will pay or declare dividends in the future. The Leoch Energy Board may, in its discretion, recommend the payment of a dividend in respect of a given fiscal year. However, the declaration, timing, and amount of any dividends to be paid by us following the spin-off will be subject to the approval of our shareholders. The determination of the Leoch Energy Board as to whether to recommend a dividend and the approval of any such proposed dividend by our shareholders, will depend upon many factors, including our financial condition, earnings, corporate strategy, capital requirements of our operating subsidiaries, covenants, legal requirements and other factors deemed relevant by the Leoch Energy Board and shareholders. See “Item 10. Additional Information—10.B. Memorandum and Articles of Association—Dividends” for more information.

Your percentage ownership of our shares may be diluted in the future.

In the future, we may issue additional shares in connection with acquisitions, capital markets transactions or otherwise, including equity awards that we will be granting to our directors, officers and employees and conditional capital we hold for purposes of our employee participation plans. These additional shares will have a dilutive effect on our earnings per share, which could adversely affect the market price of our shares.

Following the spin-off, Dr. Li DONG, our controlling shareholder, will own more than 70% of the voting power of our outstanding shares, and the interests of Dr. Li DONG may differ from the interests of our other shareholders.

Following the spin-off, Dr. Li DONG, our controlling shareholder, will own more than 70% of the voting power of our outstanding shares. Dr. Li DONG may have different interests than other Leoch Energy shareholders on matters which may affect our operational and financial decisions. Among other things, their influence could delay, defer or prevent a sale of Leoch Energy that other shareholders support, or, conversely, this influence could result in the consummation of such a transaction that other shareholders do not support. This concentrated influence could discourage a potential investor from seeking to acquire Leoch Energy shares and, as a result, might harm the market price of Leoch Energy shares.

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We will be a “controlled company” within the meaning of the rules of NASDAQ and, as a result, will qualify for exemptions from certain corporate governance requirements. Although we do not intend to rely on these exemptions at this time, we may do so in the future and you may not have the same protections afforded to shareholders of companies that are subject to such requirements.

Upon the completion of the separation and distribution, Dr. Li DONG, will hold or have the ability to control over 70% of the voting power of our outstanding share capital. As a result, upon the completion of the separation and distribution, we will be a “controlled company” as defined under the corporate governance rules of NASDAQ. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

While we do not rely on these exemptions at this time, we may in the future elect to rely on these exemptions and, accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NASDAQ.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

As of the date of the spin-off, we will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon consummation of the spin-off, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each financial year, while U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers or controlled companies.

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As a foreign private issuer, we are permitted and expect to follow certain home country corporate governance requirements in lieu of certain NASDAQ requirements applicable to domestic issuers.

As a foreign private issuer, and if our shares are approved for listing on the NASDAQ, we will be permitted to, and intend to, follow certain home country corporate governance requirements in lieu of certain NASDAQ requirements. Following our home country corporate governance requirements, as opposed to the requirements that would otherwise apply to a U.S. company listed on the NASDAQ, may provide less protection than is afforded to investors under the NASDAQ rules applicable to domestic issuers.

In particular, we currently intend to follow our home country practice that: (i) does not require us to disclose any agreements or arrangements of third party director or nominee compensation, (ii) does not require us to solicit proxy and hold meetings of our shareholders every year, (iii) does not require us to make available to shareholders an annual report containing audited financial statements within a reasonable time following our filing of an annual report with the SEC, (iv) does not require that a majority of our board of directors satisfy the “independence” requirements of Rule 5605 of NASDAQ Stock Market Rules, (v) does not require each member of our compensation committee and nominating and corporate governance committee to be an independent director, (vi) does not require that director nominees be either selected or recommended by independent directors, (vii) does not require us to seek shareholder approval prior to the issuance of securities in connection with the acquisition of stock or assets of another company, (viii) does not require us to seek shareholder approval prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company, (ix) does not require us to seek shareholders’ approval for amending our share incentive plan, (x) does not require us to obtain shareholder approval for issuing additional securities exceeding 20% of our outstanding ordinary shares, (xi) does not require that voting rights of existing shareholders cannot be disparately reduced or restricted through any corporate action or issuance, and (xii) does not restrict a company’s transactions with directors, requiring only that directors exercise a duty of care and owe certain fiduciary duties to the companies for which they serve. In the future, we may rely on other exemptions provided by NASDAQ.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant additional legal, accounting and other expenses.

We will be a foreign private issuer as of the date of the spin-off and therefore we will not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S. domestic issuers. In order to maintain our status as a foreign private issuer, either (a) a majority of our shares must be directly or indirectly owned of record by non-residents of the United States or (b)(i) a majority of our executive officers or directors may not be United States citizens or residents, (ii) more than 50% of our assets cannot be located in the United States and (iii) our business must be administered principally outside the United States.

If we were to lose our foreign private issuer status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. For instance, we would be required to make changes in our corporate governance practices in accordance with various SEC and NASDAQ rules. The regulatory and compliance costs to us under U.S. securities laws when we would be required to comply with the reporting requirements applicable to a U.S. domestic issuer could be significantly higher than the costs we will incur as a foreign private issuer. As a result, a loss of foreign private issuer status could increase our legal and financial compliance costs and could make some activities highly time-consuming and costly. If we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it could make it more difficult and expensive for us to obtain director and officer liability insurance, and we could be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of the Leoch Energy Board.

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There can be no assurance that we will not be a passive foreign investment company, or PFIC, for the current or any future taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ordinary shares.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average value of its assets (generally determined on an average quarterly basis) consists of assets that produce, or are held for the production of, passive income. For purposes of these calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties (other than certain royalties derived in an active business), and certain investment gains. Cash is generally a passive asset for these purposes. Goodwill and other intangible assets (the value of which may be determined by reference to the excess of the sum of the corporation’s market capitalization and liabilities over the value of its assets) are generally characterized as active assets to the extent associated with business activities that produce active income.

Based on the composition of our income and assets and the estimated value of our assets (including goodwill and other intangible assets), we do not expect to be a PFIC for our 2025 taxable year. However, our PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year and will depend on the composition of our income and assets and the average value of our assets from time to time, including the value of our goodwill and other intangible assets (which may be determined, in part, by reference to our market capitalization, which could be volatile). Consequently, there can be no assurance that we will not be a PFIC for any taxable year.

U.S. shareholders of Leoch Technology that received our shares in the spin-off transaction (“Leoch Technology U.S. Shareholders”) should be aware that neither us nor Leoch Technology have analyzed our, or Leoch Technology’s, PFIC status for the current or any prior taxable year. Such PFIC status may affect the U.S. federal income tax consequences of the spin-off transaction to the Leoch Technology U.S. Shareholders, and may also be relevant to determining whether Leoch Technology U.S. Shareholders could be required to treat us as a PFIC for the current or any future taxable year even if we do not otherwise meet the requirements for being a PFIC for such year. Leoch Technology U.S. Shareholders should consult their tax advisers regarding the possible consequences of our, or Leoch Technology’s, PFIC status for the current or any prior taxable year.

If we are a PFIC for any taxable year during which a U.S. taxpayer owns or is deemed to own our ordinary shares, the U.S. taxpayer generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and “excess distributions” (subject to alternative treatment if the U.S. taxpayer is able to, and makes, a valid mark-to-market election) and additional reporting requirements. See “Item 10. Additional Information—10.E. Taxation-Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

Under certain attribution rules, certain of our non-U.S. subsidiaries are expected to be treated as controlled foreign corporations for U.S. federal income tax purposes and as a result, there could be adverse U.S. federal income tax consequences to U.S. investors that own our ordinary shares (directly or indirectly) and are treated as “Ten Percent Shareholders.”

Certain “Ten Percent Shareholders” (as defined below) in a non-U.S. corporation that is a controlled foreign corporation (a “CFC”) for U.S. federal income tax purposes generally are required to include in income for U.S. federal income tax purposes their pro rata share of the CFC’s “Subpart F income,” investment of earnings in U.S. property and “global intangible low taxed income,” even if the CFC has made no distributions to its shareholders. A non-U.S. corporation generally will be a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own, directly, indirectly or constructively (through attribution), more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the

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stock of such corporation. A “Ten Percent Shareholder” is a United States person (as defined by the U.S. Internal Revenue Code of 1986, as amended) that owns directly or indirectly, or is considered to own constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such corporation or 10% or more of the total value of the stock of such corporation. We are not expected to be a CFC. However, the determination of CFC status is complex and includes certain “downward attribution” rules pursuant to which certain of our non-U.S. subsidiaries are expected to be treated as constructively controlled by our U.S. subsidiaries and therefore such non-U.S. subsidiaries are expected to be treated as CFCs. We do not intend to provide information to Ten Percent Shareholders that may be required in order for those shareholders to properly report their U.S. taxable income with respect to our or our subsidiaries’ operation. Prospective investors that may be or become Ten Percent Shareholders who directly or indirectly own our ordinary shares should consult their tax adviser with respect to the potential adverse tax consequences of holding our ordinary shares.

Our post-listing memorandum and articles of association contain anti-takeover provisions, which could have a material adverse effect on the rights of holders of our ordinary shares.

Some provisions of our Post-Listing M&AA (defined below) may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable. For example, the directors may issue from time to time, out of the authorized share capital of the Company (other than the authorized but unissued ordinary shares), series of preferred shares in their absolute discretion and without approval of the shareholders; provided, however, before any preferred shares of any such series are issued, the directors shall by resolution of directors determine, with respect to any series of preferred shares, the terms and rights of that series. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the courts of the Cayman Islands to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Our Post-Listing M&AA provide that every director (including any alternate director), secretary, assistant secretary, or other officer for the time being and from time to time of our company (but not including our company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. We intend to enter into indemnification agreements with each of our current and future directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liability that may arise by reason of their service to us and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The above limitations on liability and our indemnification obligations limit the personal liability of our directors and officers for monetary damages for breach of their duties as directors by shifting the burden of such losses and expenses to us. Certain liabilities or expenses covered by our indemnification obligations may not be covered by our directors’ and officers’ liability insurance or the coverage limitation amounts may be exceeded.

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As a result, any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Forum selection provisions in our post-listing memorandum and articles of association could limit the ability of holders of our shares or other securities to obtain a favorable judicial forum for disputes with us, our directors and officers, and potentially others.

Our Post-Listing M&AA provides that, for the avoidance of doubt and without limiting the jurisdiction of the courts of the Cayman Islands to hear, settle and/or determine disputes related to us, the courts of the Cayman Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) or our articles of association including but not limited to any purchase or acquisition of shares, security or guarantee provided in consideration thereof, or (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the United States from time to time).

Unless we consent in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than the Company. Any person or entity purchasing or otherwise acquiring any share or other securities in the Company, or purchasing or otherwise acquiring the shares issued pursuant to deposit agreements, cannot waive compliance with the federal securities laws of the United States and the rules and regulations thereunder with respect to claims arising under the Securities Act and shall be deemed to have notice of and consented to the provisions of our articles of association. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our Post-Listing M&AA inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the Companies Act. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully

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developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Cayman Islands Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America, or the Foreign Court, of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our Board or controlling shareholders than they would as public shareholders of a U.S. company.

ITEM 4. INFORMATION ON LEOCH TECHNOLOGY

4.A. History and Development of Leoch Technology

General Corporate Information

We were incorporated as an exempted company in the Cayman Islands on July 19, 2024. Our registered office in the Cayman Islands is located at the offices of 4th Floor, Harbor Place, 103 South Church Street, P.O.Box 10240, Grand Cayman KY1-1002, Cayman Islands. We appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168, U.S.A., as our agent for service of process in the United States, effective as of the date of this registration statement.

Our principal executive offices are located at 152 Beach Road, Gateway East #22-01/04, Singapore 189721. Our telephone number is +65 6970 0908. The information contained on, or that can be accessed through, our website is not a part of this Form 20-F. We have included our website address in this Form 20-F solely as an inactive textual reference.

Leoch Technology, an exempted company incorporated in the Cayman Islands, is our sole shareholder immediately prior to the completion of the separation and distribution. For more information on our relationship with Leoch Technology, see “Item 4. Information on the Company—4.A. History and Development of the

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Company—The Spin-Off,” “Item 6. Directors, Senior Management and Employees—Item 6.E. Share Ownership” and “Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Related Party Transactions with Leoch Technology.”

General Development of Business

We were formed by Leoch Technology in connection with our separation from Leoch Technology.

On February 12, 2025, Leoch Technology announced plans to separate into two independent, publicly traded companies to unlock the overall market value of Leoch Technology especially its global market potentials, improve the operation and management dedication and efficiency in both markets and realize recognition by investors especially overseas investors, thereby maximizing the interests of Leoch Technology, Leoch Energy and their respective shareholders as a whole.

On March 10, 2025, Leoch International Holding Pte. Ltd. (“LIH”) declared a dividend of US$116.33 million to its sole shareholder, Leoch International Investment Limited (“LII”). There were no cash payments involved in the declaration of such dividend.

On March 14, 2025, we completed internal reorganization by purchasing all issued and outstanding shares of LIH, which holds Leoch Energy Business, from LII, an intermediary subsidiary of Leoch Technology, for a total consideration of US$38,687,604. There were no cash payments involved in the share purchase. The Purchase Consideration was non-cash in nature and was offset against the amounts due from related parties, non-current. The difference between the Purchase Consideration and the carrying amount of the net assets on the parent’s book was recognized in equity.

The Spin-Off

Background

Leoch Technology has been steadily expanding its international footprint by setting up production bases, sales networks, and R&D center in overseas markets. With the expansion in different regional markets, Leoch Technology has noticed the differences in customer demands, certification standards, regulatory environments, and so on. To enhance strategic focus and improve operational efficiency, Leoch Technology is committed to aligning its organizational structure with the specific needs of each market. The management structures of the Company’s Chinese mainland, Hong Kong and Macau business and Global Markets businesses have gradually become independent. The business units in different regions will optimize product development, market expansion, and compliance management respectively based on regional characteristics. This measure will also enable each regional business to focus on the regulatory requirements and policy developments in its respective jurisdiction.

In the first half of 2024, due to the growth demand in Global Markets and the mature of internal organization structure, the revenue generate from Global Markets business of Leoch Technology has grown rapidly, and the management sees strong potential in the future. In order to further delve into different markets, Leoch Technology has initiated the business spin-off plan and has made full preparations for the listing.

After evaluating the market positions of its battery products and related offerings, including network power batteries, SLI batteries, motive power batteries, ESS solutions across different regions around the world and recycled lead in Chinese Mainland, Leoch Technology recognized the need for region-specific strategies to succeed in different global markets. As a result, Leoch Technology determined that the most effective approach for driving global growth and strengthening its presence in local markets is to separate its operations into two distinct markets: (i) Chinese Mainland, Hong Kong and Macau; and (ii) the Global Markets. The decision to list the Global Markets business is based on its international orientation, diversified revenue structure, and the strategic importance of expanding its global presence. The U.S. stock market is a global market. Leoch Technology believes that listing of its Global Markets business on the U.S. stock market can help introduce international investors for its Global Market business, enhance the Company’s global visibility and reflect the

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intrinsic value of the Global Market business. As an independent listed entity, Leoch Energy can improve its corporate governance and boost the development of its business. At the same time, after the listing, Leoch Energy can leverage the resources of the global market to expand its financing channels and broaden the strategic business opportunities, thus further developing its Global Market business.

Meanwhile, the Hong Kong market is closer to Leoch Technology’s Chinese mainland, Hong Kong and Macau business, and investors there are more familiar with the market environment, regulatory system, and business development.

Therefore, Leoch Technology has decided to list its Global Market business in the U.S. and retain the listing of its Chinese mainland, Hong Kong and Macau business in Hong Kong market.

Reasons for the Spin-Off

Leoch Technology and the Leoch Technology Board considered a wide variety of factors in their initial evaluation of the proposed spin-off, including the following factors and circumstances:

We and Leoch Technology believe that, as two separate publicly traded entities, Leoch Technology and Leoch Energy will be better equipped to seize significant growth opportunities and allocate resources effectively to their respective businesses and strategic objectives. We also believe that the separation and distribution is commercially beneficial to Leoch Technology and Leoch Energy and in the interest of the Leoch Technology Shareholders as a whole as it expects the following benefits:

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Neither we nor Leoch Technology can assure you that, following the spin-off, any of the benefits described above or otherwise described in this Form 20-F will be realized to the extent or at the time anticipated or at all. See also “Item 3. Key Information—3.D. Risk Factors.”

Following the completion of the separation and distribution, Leoch Energy will continue to carry on the R&D, production, marketing and distribution of battery products under the Leoch brand in the Global Markets. Meanwhile, Leoch Technology continues to primarily engage in the R&D, production, marketing and distribution of battery products under the Leoch brand in Chinese Mainland, Hong Kong and Macau.

Leoch Technology historically manufactured Leoch branded various battery products, which we then distribute in the APAC (excluding Chinese Mainland, Hong Kong and Macau), American and EMEA markets. Following the completion of the separation and distribution, we will continue procuring a certain portion of finished battery products from Leoch Technology and pay Leoch Technology purchase prices with an arm’s-length markup. This arrangement will be transitional as we progressively take over and establish our own manufacturing facilities.

As of the date of this Form 20-F, Leoch Technology intends to effect the separation and distribution; however, Leoch Technology has no obligation to consummate the separation and distribution by any specified date or at all. If pursued, the separation and distribution are subject to various conditions, including receipt of any necessary regulatory or other approvals, such as approval from the Stock Exchange of Hong Kong, which Leoch Technology has obtained, and approval from Leoch Technology shareholders. If the conditions to the separation and distribution are not satisfied, Leoch Technology may decide to waive one or more of these conditions and consummate the separation and distribution.

Leoch Technology and the Leoch Technology Board also considered a number of potentially negative factors in their initial evaluation of the potential spin-off, including the following:

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Leoch Technology and the Leoch Technology Board believe that the anticipated benefits of the spin-off outweigh these factors. However, the completion of the spin-off remains subject to the satisfaction, or waiver by the Leoch Technology Board and the shareholders of Leoch Technology, of a number of conditions. We describe these benefits and certain other factors considered by Leoch Technology and the Leoch Technology Board, as well as conditions to the closing, in greater detail under “Item 4. Information on Leoch Technology—4.A. History and Development of Leoch Technology—The Spin-Off” and the Leoch Technology Circular, a copy of which is filed as Exhibit 15.4 to this registration statement.

Number of Leoch Energy Shares You Will Receive

The last day of trading of Leoch Technolgoy shares with the right to receive our shares on the Stock Exchange of Hong Kong will be January 8, 2026. This means that any Leoch Tecehnology shares that you hold or acquire and do not sell or otherwise dispose of prior to the close of business on January 8, 2026 will include the right to receive our shares. The Record Date for determining the entitlement to the proposed distribution is set on January 13, 2026. You will receive one Leoch Energy share for every fifty (50) Leoch Technology shares you hold as of the Record Date for the distribution.

Results of the Spin-Off

After the spin-off, we will be a standalone publicly traded company. Immediately following the spin-off, we expect to have approximately 28,699,867 Leoch Energy shares outstanding based on the number of issued Leoch Technology shares (excluding treasury shares held by Leoch Technology and its subsidiaries) as of December 16, 2025. The actual number of our shares that Leoch Technology will distribute in the spin-off will depend on the actual number of issued Leoch Technology shares, excluding treasury shares held by Leoch Technology and its subsidiaries, on the Record Date. The spin-off will not affect the number of outstanding Leoch Technology shares or any rights of holders of any outstanding Leoch Technology shares, although we expect the trading prices of Leoch Technology shares at market open on the trading day following the distribution date will be lower than the trading prices of Leoch Technology shares at market close on the distribution date, because the trading price of Leoch Technology shares will no longer reflect the value of the Leoch Energy Business.

On December 17, 2025, we entered into a Separation and Distribution Agreement with Leoch Technology related to the separation and distribution, and we intend to enter into several other agreements with Leoch Technology prior to completion of the spin-off to effect the separation and provide a framework for our relationship with Leoch Technology after the spin-off. These agreements will govern the relationship between us and Leoch Technology up to and after completion of the spin-off and allocate between us and Leoch Technology various assets, liabilities, rights and obligations, including employee benefits, intellectual property, supply of designated products and tax-related assets and liabilities. We describe these arrangements in greater detail under “Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Leoch Technology and Us.”

Listing and Trading of Leoch Energy Shares

As of the date of this Form 20-F, we are a wholly owned subsidiary of Leoch Technology. Accordingly, no public market for our shares currently exists. We intend to list our shares on the NASDAQ under the symbol “EMS.” We will use a specialist firm to make a market in our shares on the NASDAQ to facilitate sufficient liquidity and maintain an orderly market in our shares throughout normal NASDAQ trading hours. We anticipate

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that trading in our shares will begin on a “when-issued” basis approximately two trading days before the Record Date and will continue up to and through the distribution date and that “regular-way” trading in our shares will begin on the first trading day following the distribution date. If trading begins on a “when-issued” basis, you may purchase or sell our shares up to and through the distribution date, but your transaction will not settle until after the distribution date. We cannot predict the trading prices for our shares before, on or after the distribution date.

[Computershare] will act as our U.S. share registrar and transfer agent.

Neither we nor Leoch Technology can assure you as to the trading price of Leoch Technology shares or of Leoch Energy shares after the spin-off, or as to whether the consolidated trading prices of our shares and the Leoch Technology shares after the spin-off will be less than, equal to or greater than the trading prices of Leoch Technology shares prior to the spin-off. See “Item 3. Key Information—3.D. Risk Factors—Risks Related to the Spin-Off and Ownership of our Shares” for more detail.

Subject to any restrictions on the registration of shareholdings in our share register that may be included in our Constitution, the Leoch Energy shares distributed to Leoch Technology shareholders will be freely transferable, except for shares received by individuals who are our affiliates. Individuals who may be considered our affiliates after the spin-off include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates will be permitted to sell their Leoch Energy shares only pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from the registration requirements of the Securities Act, such as those afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

Conditions to the Spin-Off

We expect that the spin-off will be effective on the distribution date, provided that the following conditions shall have been satisfied or waived by Leoch Technology:

We are not aware of any material federal, foreign or state regulatory requirements with which we must comply, other than SEC rules and regulations, or any material approvals that we must obtain, other than the approval for listing of our shares and the SEC’s declaration of the effectiveness of this Form 20-F, in connection with the spin-off.

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Questions and Answers

The following summary of questions and answers has been prepared to help you understand what the proposed spin-off and the proposed distribution involve. You should read the whole of this Form 20-F and Leoch Technology Circular filed as Exhibit 15.4 of this Form 20-F and not rely solely on the summary questions and answers set out below.

Leoch Energy and Leoch Technology will each operate as independent and separately listed companies. It is currently expected that after the completion of the proposed spin-off, Leoch Energy will continue to have transactions with Leoch Technology, which will constitute continuing connected transactions of Leoch Technology as defined under the Hong Kong Listing Rules and related party transaction as defined under Item 7.B. of Form 20-F. Each of these continuing connected transactions will be conducted on an arm’s length basis and on normal commercial terms in the ordinary and usual course of business of each of Leoch Energy and Leoch Technology pursuant to the applicable laws and regulations. For further details, please refer to “Item 7.B.—Related Party Transactions”.

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Shareholders of Leoch Technology will need to engage a duly licensed broker to assist with trading shares of Leoch Energy on the NASDAQ and should note that their ability finalize a trade of shares of Leoch Energy would depend on their individual circumstances and satisfaction of “know your client” and any other internal procedures of the relevant broker.

Shareholders of Leoch Technology who wish to engage with a duly licensed broker for opening a U.S. brokerage account for trading of shares of Leoch Energy should directly contact their licensed broker.

Reasons for Furnishing this Form 20-F

We are furnishing this Form 20-F solely to provide information to Leoch Technology shareholders who will receive our shares in the spin-off. You should not construe this Form 20-F as an inducement or encouragement to buy, hold or sell any of our securities or any securities of Leoch Technology. We believe that the information contained in this Form 20-F is accurate as of the date set forth on the cover. Changes to the information contained in this Form 20-F may occur after that date, and neither we nor Leoch Technology undertakes any obligation to update the information except in the normal course of our respective public disclosure obligations and practices.

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4.B. Business Overview

Our Mission

We strive to become a world-class energy management and power solution provider.

Overview

We are a global energy management and power solution company. We offer comprehensive energy management and power solutions including Battery Management System (BMS), Energy Storage Systems (ESS), AI and Internet-of-things (IOT), and a wide range of batteries for applications such as data centers (IDCs), and AI data centers (AIDCs), telecommunication base station, automobiles and motorcycles, low-speed electric vehicle, as well as residential, commercial and industrial (C&I), off-grid, power grid and renewable energy users. Additionally, we have broadened our product portfolio by developing Energy Management System (EMS) and Remote Maintenance System (RMS) in our innovation center in Singapore. We have a comprehensive offerings of more than 2,800 battery products encompassing UPS & network power battery, start, lighting and ignition battery (SLI battery), motive power battery and ESS batteries, among all global battery manufacturers. We are currently a wholly-owned subsidiary of Hong Kong-listed company Leoch Technology. After the spin-off, we will operate as an independent company, delivering batteries and ESS, IOT, EMS and various power solutions to customers and distributors in the Global Markets. Meanwhile, Leoch Technology will continue to serve customers and distributors within Chinese Mainland, Hong Kong and Macau.

Our development has always been in line with market demand. The development of global artificial intelligence has promoted the development and construction of data centers, leading to an increase in the UPS market for data centers, additionally, the number of 5G base stations continues to increase, driving the growth of demand for network power supplies. According to Frost & Sullivan, from 2020 to 2024, the market size of lead-acid network power batteries increased from US$8.9 billion to US$11.4 billion, and is expected to reach US$13.9 billion by 2029, with a CAGR of 5.2% from 2024 to 2029. In recent years, lithium-ion batteries have experienced rapid growth and lithium Battery Energy Storage System (BESS) has become the fastest-growing segment. The global lithium BESS market surged from US$3.4 billion in 2020 to US$43.9 billion in 2024, reflecting a CAGR of 89.9%. Looking ahead, we expect the global lithium BESS market to maintain a robust growth trajectory in the long term. The global lithium BESS market is projected to maintain its rapid growth, reaching US$128.6 billion by 2029, with a CAGR of 24.0% from 2024 to 2029, according to Frost & Sullivan.

We are dedicated to improving our products by refining formulations, optimizing structural designs, advancing production techniques, and upgrading manufacturing equipment. Additionally, we work closely with our customers to develop tailored solutions that address their specific requirements. Our products are renowned for their superior quality and performance, making them challenging for competitors to reach. For instances,

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Our products’ outstanding performance not only meets customer needs but also earns their lasting trust, as we expand beyond batteries into energy and sustainability solutions for the present and future. We have cultivated a high-quality and diverse customer base, serving more than 3,200 customers as of June 30, 2025. With our extensive global sales network, our products reached 160 countries through 20 sales companies, with more than 340 dedicated sales and pre- and post-support employees. We are a trusted power solution provider serving world’s top IDC infrastructure solution providers, telecommunication operators and automobile original equipment manufacturers, as well as commercial, industrial, and city infrastructure clients and service providers. These industry leaders, particularly in IDC, telecommunications, and critical urban infrastructure, uphold stringent certification and cybersecurity compliance standards, creating high entry barriers for new suppliers—especially battery, ESS, and energy companies from regional markets seeking to expand into international markets. Our established role as a long-term partner to these global organizations is a clear indication of the superior quality and reliability of our products and services. This, in turn, reinforces our customer relationships in the long term.

Our global manufacturing network consists of 6 state-of-the-art manufacturing facilities located in Vietnam, Malaysia, India and Mexico, with three new production plants under construction. Our manufacturing expertise is driven by a team of highly skilled professionals from the globe in key leadership roles, including managers and technical supports. With extensive industry experience, they bring deep technical knowledge and engineering excellence, leveraging top-tier technology to enhance our manufacturing capabilities and drive innovation. We have continuously invested in and refined our facilities and manufacturing techniques over time, enabling us to optimize our production process and deliver best-in-class products that meet our clients’ demands. Acknowledging our commitment to quality, a leading global automobile manufacturer has awarded us the Preferred Quality Status, while two of the global top energy solution companies have consistently awarded us as their best global battery supplier over the years, which are prestigious designations reserved for top-tier suppliers who excel in meeting a comprehensive set of quality and logistical standards. Additionally, we are deeply committed to ESG principles and sustainable growth, ensuring our innovations and operations contribute to a greener and more responsible future.

The following table sets forth our revenue in the periods indicated and based on the geographic locations of our customers and their percentage of total revenue.

Our Competitive Strength

We believe the following strengths of our business distinguish us from our competitors, enhance our leadership position in our industry and position us to capitalize on the expected continued growth in our market.

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Global presence with comprehensive product offerings powered by extensive solution technology portfolio

We have a diverse range of power solution technologies, encompassing various types, specifications, and formats. Leveraging our extensive technology expertise, we provide comprehensive product line coverage and effectively address a broad spectrum of customer needs across different product applications:

Drawing on our extensive industry experience, we provide a one-stop solution with a wide array of options tailored to diverse application scenarios, while maintaining high product quality and performance. We are continuously expanding our range of battery models and venturing into new application areas.

Extensive global sales and distribution network with localized operations for in-depth customer service

Our global sales presence in 160 countries supported by 20 sales companies worldwide that provide local technical support, sales services, and warehousing, enables us to provide comprehensive support across the entire service cycle to our customers, from design and manufacturing to after-sales service. In the front-end market, we focus on developing products based on customer needs. Our extensive sales network, combined with technical team support, allows us to maintain close communication with customers and develop products that meet their

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expectations. In the aftermarket, we primarily sell ready-made products and leverage our strong sales capabilities to increase our share of clients’ purchases. Our robust sales and distribution network is complemented by local warehouses in 13 countries as of June 30, 2025. These warehouses are strategically located near our customers, facilitating efficient product transportation. To further enhance customer engagement, we are expanding our localized sales task force and network to provide close-knit sales and technical support, ensuring tailored solutions for regional markets. Our wide-reaching sales and marketing network also allows us to stay attuned to local market developments and increase local exposure, thereby growing our customer base. Additionally, establishing strong connections with local markets has helped us develop diverse and market-specific sales channels.

Strong and long-term relationship with industry leading customers to deliver power solutions tackling key challenges

We are highly recognized by renowned industry customers and have built long-term, stable partnerships. We collaborate with esteemed industry clients across all business areas, strengthening our relationships through high-quality products, attentive service, and reliable after-sales support. Our ability to seamlessly integrate power solutions, delivery capabilities, and product quality enables us to address critical customer pain points effectively.

We have established partnerships with top power suppliers in the IDC sector and our solutions are adopted by 7 of the top 10 global (ex-China) telecom operators according to Frost & Sullivan. Our client-focused sales and customer service teams have helped us deepen relationships with key customers, leading to an average partnership duration of over 10 years with our top 5 customers. With these strong relationships, our wallet share among major customers continues to grow, driven by increasing sales volume and product diversification. We remain committed to supporting our customers’ growth journeys by continuously addressing their pain points and evolving needs for product enhancements and new application areas. This approach fosters greater customer loyalty and expands our customer base.

Expanding global production capabilities for future growth

Since establishing a joint venture in Malaysia in 1999, we have continuously expanded our production bases and capacities to support our growing sales. As of June 30, 2025, we have six state-of-the-art factories across four countries worldwide, with a total of 30 production lines, and we have three new production plant under construction. We are also expanding our production capacities in the selected countries and regions. This strategic positioning enables us to effectively serve our customers worldwide. Our integrated global network enables efficient management of manufacturing and distribution, optimizing production in low-cost regions while mitigating the impact of geopolitical factors on production.

We employ a highly vertically integrated production process in our production sites that encompasses all major steps in battery manufacturing, from confection of lead alloy ingots to assembly of finished products. Leveraging our extensive experience, we have developed a best-practice production process, encompassing various aspects such as temperature control and sequential procedures. This integrated process and our best practices allow us to control the entire production process and implement stringent quality standards for our products to ensure superior quality and reliability. Our timely delivery has earned widespread recognition from customers, further reinforcing our reputation for reliability. Moreover, our ability to provide seamless production and logistics solutions enables us to effectively address our customers’ pain points, ensuring a smoother supply chain experience. Additionally, our production system, through machine learning on vast production data, precisely guides manufacturing, enhancing efficiency, reducing production costs, and increasing profitability. Our advanced production system enables highly automated, traceable, and digitalized manufacturing, laying the foundation for sustained growth.

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Our Growth Strategy

We plan to implement the following strategies to pursue our continued growth:

Reinforcing our OE service leadership

We are a major player in the battery industry and remain committed to reinforcing our leadership in OE services through continuous product development, exceptional customer service, and strong client partnerships.

With a solid market foundation across network, SLI, and motive power sectors, we continue to expand our presence by providing high-quality, reliable power solutions. Our dedicated sales and customer service teams work closely with leading industry customers, maintaining ongoing engagement, conducting regular follow-ups, and identifying opportunities to address their evolving needs. By delivering integrated solutions that enhance efficiency, performance, and reliability, we strengthen customer relationships and drive sustained growth in our OE business.

Building on this momentum, we are broadening our presence in key application areas such as data centers and power solutions for electric vehicles. Our strong partnerships with global industry leaders position us to stay ahead of market shifts, ensuring we remain a trusted supplier for critical infrastructure applications.

Expanding aftermarket services through a strong distribution network

Recognizing the vast potential in aftermarket services, we are expanding our reach to more customers by leveraging our well-established distribution network. This approach allows us to tap into higher profit margins and quicker payment cycles while providing customers with reliable, high-performance battery solutions.

Our comprehensive product coverage, already adopted by OE customers, provides a strong foundation for expanding our presence in the replacement and service markets. By utilizing our global production network and robust distribution channels, we are increasing accessibility and expanding into new application areas, including data centers, telecom network batteries, ESS, smart grids, and industrial power systems, where demand for efficient and durable power solutions continues to grow.

A key advantage in our aftermarket expansion is our ability to deliver timely, high-quality power solutions that effectively address critical customer pain points. With products designed for extended cycle life, enhanced safety, and superior energy efficiency, we continue to strengthen our market position and drive long-term profitability.

By reinforcing our leadership in OE services while strategically scaling our aftermarket presence through our strong distribution network, we are well-positioned to capture new opportunities, ensuring sustained growth and a stronger market footprint across both segments.

Offering comprehensive power solutions with our strong technology portfolio

The demand for integrated ESS solutions is increasing rapidly, driven by the global energy transition trend and the rapid expansion of the energy management market, which is fueled by both technological advancements and evolving policy frameworks. As a global power solution provider with a strong technology portfolio and an innovation center in Singapore, we are well-positioned to capitalize on this trend and deliver value for our customers. We are committed to developing comprehensive software and hardware energy storage solutions, including battery cells, packs, BMS, ESS, IoT, EMS and RMS.

By integrating commercially available AI technologies, we aim to achieve intelligent applications in batteries, ESS, and EMS to enhance battery safety and extend battery lifespan. By collecting data throughout the battery’s lifecycle, our RMS allows remote battery status monitoring, fault diagnosis, and maintenance, as well as remote upgrades, thereby improving battery and equipment management efficiency and reducing manual maintenance costs.

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Additionally, we leverage extensive IoT data to facilitate predictive system maintenance, reduce failures, and enhance system reliability. These models assist EMS in intelligent battery charge and discharge decisions, supporting the coordinated management of ESS energy storage systems and renewable energy sources such as solar, wind, charging stations, and electric vehicles. This optimization improves clean energy utilization, forecasts grid loads, and dynamically adjusts electricity pricing while enabling intelligent energy trading, including, among others, price arbitrage, peak shaving and valley filling, dynamic capacity expansion, demand response, and virtual power plants.

As the energy management landscape shifts toward digitalization and distributed energy systems, we aim to fully tap into regional and industry-specific energy demands, ensuring our solutions align with decentralized power generation and storage needs. Additionally, we plan to focus on reducing energy consumption and improving energy efficiency by leveraging predictive maintenance and optimizing energy usage. Our EMS systems will also support integration with advanced factories, data centers, and telecommunications base stations. Furthermore, we aim to enhance remote software update capabilities, introduce paid software upgrade packages to generate new revenue streams, and ensure efficient energy transmission and system integration through mainstream PCS. Ultimately, our goal is to reduce energy costs, maintenance costs and greenhouse gas emissions.

Continuing to invest in R&D efforts

We firmly believe that our dedicated research and development efforts are pivotal in maintaining our competitive edge. Currently, we have an R&D center in Singapore primarily focused on the development of BMS and EMS systems, specifically aiming at high-voltage/ low-voltage energy storage and UPS active balancing BMS, EMS cloud-based remote monitoring and software updates, predictive maintenance, as well as other applications of intelligent algorithms in BMS and EMS. We plan to establish an R&D center in the U.S. in the near to medium term to better support our local production efforts and remain at the forefront of industry innovation. We therefore plan to continually expand our research and development team, upgrade our research facilities, and deepen our collaboration with reputable research and academic institutions. For instance, we collaborate with the National University of Singapore and Nanyang Technological University on the research of implementation of predictive maintenance for intelligent UPS batteries using hybrid digital twin technology based on both physical and data-driven models and with Harvard University on lithium battery recycling research. Building upon our rich manufacturing know-how, we are committed to the ongoing product development via formulation, structural design enhancements, and launching new battery solutions such as sodium batteries and solid-state lithium battery. As these new solutions reach industrial-scale production, they are expected to drive the future growth of our business.

Expanding global production footprint to support future growth

We are committed to optimizing our production processes and enhancing efficiency while maintaining advanced manufacturing techniques. By continuously identifying opportunities for reengineering, automation, and process consolidation, we aim to improve efficiency and reduce costs within our local facilities. Our efforts include upgrading information technology systems to streamline operations and optimize supply chains, lowering direct material costs, and increasing the level of digitalization in our facilities to further enhance production efficiency.

To better serve our key markets, we plan to strengthen our manufacturing footprint by expanding production bases in strategically selected locations. These locations will be chosen based on multiple factors, including product cost efficiencies, supply chain optimization, and proximity to customers. Our expansion efforts include increasing capacity within existing facilities and establishing new production sites.

By prioritizing localized production and supply chain integration, we aim to enhance responsiveness to market demand, reduce logistical complexities, and ensure cost-efficient, high-quality manufacturing. We expect to double our current production capacity by the end of 2026.

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Overview of Our Industry

The global lead-acid battery industry is well-established and highly mature. Between 2020 and 2024, the market experienced steady growth, increasing from US$41.7 billion to US$51.9 billion, with a CAGR of 5.6%. Lead-acid batteries offer distinct advantages, such as stability, safety, and a wide operating temperature range, making them highly competitive in applications like data centers, communication base stations, and automotive start-stop systems. Given their cost-effectiveness and consistent demand from these downstream industries, the lead-acid battery market is expected to remain stable growth. With the ongoing expansion of key sectors such as data centers, telecommunications, automotive, and energy storage, the global lead-acid battery market is forecast to reach US$62.9 billion by 2029, representing a CAGR of 4.9% from 2024 to 2029.

In recent years, lithium-ion batteries have experienced rapid growth, driven by their superior characteristics such as high energy density and long cycle life. These batteries have achieved widespread commercial applications across various sectors, with the lithium Battery Energy Storage System (BESS) market emerging as the fastest-growing segment. Amid the global energy transition, the global lithium BESS market surged from US$3.4 billion in 2020 to US$43.9 billion in 2024, reflecting a CAGR of 89.9%. During this period, the grid BESS segment grew at a CAGR of 85.9%, the commercial and industrial BESS segment at 103.1%, and the residential BESS segment at 80.8%. Looking ahead, we expect the global lithium BESS market to maintain a robust growth trajectory in the long term. This expansion will be fueled by the increasing adoption of variable renewable energy sources like solar and wind, supportive policies and subsidies, and the on-going improvement in economic viability. The global lithium BESS market is projected to maintain its rapid growth, reaching US$128.6 billion by 2029, with a CAGR of 24.0% from 2024 to 2029.

Overview of Rechargeable Battery Market

Rechargeable batteries, also known as secondary batteries, address the issues of energy storage and on-demand release. With the increasing demand for power supply in various sectors such as transportation, backup power for devices, and mobile power scenarios, as well as the growing complexity of power sources and grid structures, the application of rechargeable battery industry has witnessed significant advancements in recent years. In 2024, rechargeable batteries accounted for more than 85% of global battery industry’s total sales revenue.

Today, the main technological pathways for rechargeable batteries include lead-acid batteries, lithium batteries, sodium-ion batteries, and nickel-cadmium batteries. Among these, lead-acid and lithium batteries dominate the market, together accounting for more than 95% of the total market share in terms of sales revenue in 2024.

Source: Frost & Sullivan Report

Overview of Lead-Acid Battery Market

A lead-acid battery is a rechargeable battery that uses lead and sulphuric acid to function. The lead is submerged into the sulphuric acid to allow a controlled chemical reaction. In terms of battery’s construction, lead-acid batteries can be divided into two main categories, including flooded (or wet) lead-acid batteries and maintenance free sealed lead-acid batteries (SLA).

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Flooded lead-acid batteries are the most commonly found lead-acid battery type and are widely used in the automotive industry. They provide the most cost-effective solution, as the least cost per amp hour, of any lead-acid battery type. SLA batteries are available in a few different formats. Their principal manufacturing process, including number of plates and plate thickness determines its designated end user application. SLA batteries tend not to sulphate or degrade as easily as flooded lead-acid batteries and are regarded the safest lead-acid battery to use. Two main versions of SLA batteries are AGM (absorbed glass matt) batteries and GEL batteries.

Lead-acid batteries have extensive downstream applications and are currently classified into three primary sectors: Network power batteries, SLI (Starting, Lighting, and Ignition) batteries, and Motive Power batteries.

Market Prospects of Lead-acid Battery Industry

The global lead-acid battery industry is highly mature and steadily growing, expanding from US$41.7 billion in 2020 to US$51.9 billion in 2024 at a CAGR of 5.6%. Known for stability, safety, and cost-effectiveness, lead-acid batteries remain essential in data centers, communication base stations, and automotive applications. With continued demand from these sectors, the market is projected to reach US$62.9 billion by 2029, at a CAGR of 4.9%.

Source: Frost & Sullivan Report

In terms of sales channels, the global lead-acid battery market can be divided into the pre-installation market and aftermarket. The development trend of the pre-installation market is closely related to the incremental sales

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of downstream application of lead-acid batteries, while the aftermarket is affected by the demand from the downstream application stock market. The aftermarket for lead-acid batteries surpasses the pre-installation market, accounting for over 68% of the total market share in 2024. From 2024 to 2029, the aftermarket is projected to grow at a CAGR of 5.3%, outpacing the pre-installation market, which is expected to grow at a CAGR of 4.1%.

Network power Batteries. With the development of the telecom industry, the number of 5G base stations continues to increase, driving the growth of demand for network power supplies for telecom base stations. As a network power battery with high economy and safety, the market size of lead-acid batteries continues to grow with the development of the telecom industry. In addition, with the explosive development of global artificial intelligence, the demand for computing power has skyrocketed, and the construction of global data centers also developed rapidly. As an indispensable uninterruptible power supply for data centers, the application market size of lead-acid batteries will also continue to increase. From 2020 to 2024, the market size of lead-acid network power batteries increased from US$8.9 billion to US$11.4 billion, and is expected to reach US$13.9 billion by 2029, with a CAGR of 5.2% from 2024 to 2029.

Total Revenue of Network Power Battery Market (by application), Global, 2020-2029E

Source: Frost & Sullivan Report

SLI Battery. With the stable development of the automobile industry, particularly the rapid growth in sales of new energy vehicles, the demand for SLI batteries has steadily increased, driving the continuous expansion of the lead-acid battery market. Additionally, the ongoing improvement in automobile penetration is expanding the aftermarket for SLI batteries, serving as a crucial driving force for the SLI battery market. Furthermore, the development of markets such as motorcycles, ships, and rail transit continues to propel the market growth of SLI batteries. From 2020 to 2024, the market size of lead-acid SLI batteries grew from US$21.3 billion to US$25.8 billion, and is expected to reach US$32.3 billion by 2029, with a CAGR of 5.8% from 2024 to 2029.

Motive Batteries. As common means of transportation in daily life, low-speed vehicles such as electric two-wheelers and three-wheelers have continued to increase in annual sales, driving the growth of the lead-acid battery market. Despite facing competitive pressure from lithium-ion batteries, lead-acid batteries still occupy a major market share in the battery market due to their cost advantages and stable performance. While lithium-ion batteries are gaining ground, the dynamics of the market are expected to evolve gradually, with both technologies

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continuing to play important roles for the time being. From 2020 to 2024, the market size of lead-acid motive batteries grew from US$11.5 billion to US$14.7 billion, and is expected to reach US$16.7 billion by 2029, with a CAGR of 3.2% from 2024 to 2029.

Entry Barriers of Lead-acid Battery Industry

Sales Channels Barrier. In the lead-acid battery industry, securing customer relationships involves a lengthy process, including potential client identification, technical consultations, product development, and prototype testing. Many downstream customers implement stringent supplier certification mechanisms, where only those who pass rigorous qualification standards are added to the approved supplier list. Given the critical applications of lead-acid batteries, established suppliers enjoy high customer loyalty, making user retention exceptionally strong. Additionally, developing comprehensive sales channels requires significant time, investment, and expertise, further reinforcing the customer relationship barrier. These factors make it challenging for newer or smaller entrants to penetrate the market and compete effectively.

Technology Barrier. The industry is moving towards innovations in multiple dimensions, such as enhancing battery performance, increasing safety, optimizing environmentally friendly production, innovations in production processes and equipment, as well as improvements in formulation and structural design. A strong team of R&D professionals is also required to realize such technological capabilities. Additionally, the deep industry-specific expertise, accumulated through years of specialized experience and proprietary knowledge, will further reinforce the technological entry barriers. Requirements are becoming increasingly strict as many downstream applications, such as data centers and telecom, are undergoing drastic changes. Such characteristics of the industry would create substantial technological entry barriers.

Environmental Regulations Barrier. Since lead-acid batteries contain the heavy metal lead, their production and recycling processes have potential environmental impacts. Therefore, new entrants must strictly comply with environmental regulations, invest in pollution prevention and control facilities, and ensure that the production process is environmentally friendly.

Brand Reputation. The downstream applications of lead-acid batteries, encompassing essential sectors such as telecommunications base stations, data centers, and power systems, necessitate exceptionally high standards of battery quality. Consumers place significant emphasis on factors such as product reliability, low return rates, and robust safety ratings, all of which contribute to the establishment of brand reputation. The cultivation of a strong brand reputation is a long-term endeavor, requiring sustained excellence and ongoing commitment, thereby creating a formidable brand barrier within the industry.

Supply Chain Barrier. As raw materials costs account for the majority of the total costs of lead-acid battery, securing stable, low-cost, and high-quality raw materials is one of the key competitiveness for manufacturers. For newcomers, they face a high barrier in supply chain management as they are not as established and connected as major incumbents especially in terms of scale and reputation, and therefore tend to have less bargaining power when negotiating with suppliers.

Capital Investment Barrier. The production of lead-acid batteries necessitates considerable capital investment in fixed assets, including the development of production lines and warehousing infrastructure, among others. To maintain product competitiveness, it is necessary to continuously update equipment and technology, which puts newcomers under financial pressure. The research and development of lead-acid batteries require substantial and ongoing capital investment, which is typically manageable only by large-scale industry participants.

Economies of Scale Barrier. The lead-acid battery industry has significant scale barrier, as its production has the characteristics of economies of scale. Companies with large production scale and abundant capital have considerable scale advantages in raw materials procurement and production operations.

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Competitive Landscape of Lead-acid Battery Industry

The global lead-acid battery industry is relatively concentrated, with a CR10 of approximately 60%. In terms of sales revenue for 2024, major first-tier companies with sales revenue exceeding US$1.0 billion include Clarios, Tianneng, Chaowei, GS Yuasa, Exide Technologies, EnerSys, and Leoch International Technology Limited. With more than 2,200 models of network power batteries, SLI batteries and motive power batteries, and battery products ranging in capacity from 0.8Ah to 3,000Ah, we offer the widest lines of batteries among all global battery manufacturers.

In 2024, our sales in the lead-acid battery market, comprising primarily the network power battery segment, SLI batteries for motorcycles, and motive power applications, totaled US$820.1 million, ranking us seventh globally among manufacturers. Specifically, our sales in the lead-acid network power battery market reached US$381.9 million, ranking us fifth globally. In the lead-acid SLI battery for motorcycles market, our sales amounted to US$157.9 million, ranking us second globally.

Growth Drivers and Future Trends of Lead-acid Battery Industry

The major factors driving the growth of lead-acid battery market that may affect the landscape of lead-acid battery industry are as follows:

High Safety and Irreplaceability: As a highly mature battery product, lead-acid batteries boast excellent safety, stability, and temperature adaptability. They will not catch fire or explode even under very high operating temperatures, making them hard to replace in their main application fields. In the field of network batteries, the requirements for stability and safety are extremely high in data centers, while telecom network batteries need to be highly stable and able to adapt to a broad range of operating temperatures. In these areas, lead-acid batteries hold an irreplaceable competitive advantage and will remain the mainstream choice for network batteries in data centers and telecom industry for a long time. In the SLI battery market, lead-acid batteries can provide instantaneous current output and low-temperature performance that lithium batteries struggle to match, securing an unshakeable position in the automotive SLI battery market.

Continuous Growth of Downstream Industries. The global market demand for lead-acid batteries is driven by the continuous growth of major downstream industries. For example, the global sales volume of automobiles was approximately 91.8 million in 2024 and is expected to increase to 99.4 million in 2029, laying a solid foundation for the development of SLI batteries. With the rapid development of next-generation information technologies including artificial intelligence, cloud computing, and 5G, data centers and communication base stations are growing quickly. The incremental number of communication base station will increase from 2.8 million in 2024 to 4.2 million in 2029 and the incremental number of data center racks is expected to grow from 9.5 million in 2024 to 32.1 million in 2029 globally, which will continuously increase the demand for stable electricity supply, which will significantly drive the demand for network batteries in data centers and telecom industry.

Product Innovation and Technological Upgrade. To meet the diverse market demands emerging worldwide, as well as to counter the intense competition brought about by the rapid development of lithium batteries, the main participants in the lead-acid battery market need to engage in product innovation and technological upgrade to solidify their market share. Through research and innovation in material formulations and production processes, lead-acid batteries are expected to further enhance their energy density, cycle life, and rapid charging capabilities, while reducing overall usage costs. Some lead-acid batteries with innovative structures may find opportunities to expand into new application fields. For example, lead-carbon batteries are expected to further open up the use of lead-acid batteries in large-scale energy storage systems. At the same time, manufacturers are actively providing product solutions tailored to the specific needs of different customers to meet the constantly changing market demands.

Environmental Sustainability and Recyclability. Lead-acid batteries are recognized for their high safety, excellent recyclability, and a significant proportion of sustainably reusable materials. The well-established

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recycling processes for lead-acid batteries allow for the efficient recovery and reuse of key materials, such as lead, significantly reducing environmental impact. Compared to lead-acid batteries, other types of batteries, such as lithium-ion batteries, have yet to establish an equally robust recycling system. Companies with extensive recycling experience are well-positioned to capitalize on this by integrating recycling operations into their business models, further promoting sustainability. This not only supports a circular economy but also enables these companies to reuse critical materials, thereby enhancing their operational efficiency and competitiveness in the market.

Overview of Lithium BESS Market

In recent years, lithium-ion batteries have experienced rapid growth due to their superior characteristics such as high energy density and extensive cycle life. Lithium-ion batteries have achieved mature commercial applications across various fields. Among these, lithium BESS market has emerged as the fastest-growing downstream segment.

Lithium battery energy storage offers several advantages: it is not constrained by geographical conditions, has high specific energy, and can be flexibly utilized in various scenarios for power storage needs. It is currently a key focus in the development of global energy storage technology and is considered a mainstream solution within electrochemical energy storage. The lithium BESS market can be further classified based on its applications into grid BESS, commercial and industrial BESS, and residential BESS.

Lithum BESS is mainly composed of ESS battery (in the form of module), battery management system (“BMS”), energy management system (“EMS”), and power conversion system (“PCS”).

Source: Frost & Sullivan Report

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Market Prospects of Lithium BESS Market

In recent years, lithium-ion batteries have experienced rapid growth due to their superior characteristics such as high energy density and extensive cycle life. Lithium-ion batteries have achieved mature commercial applications across various fields. Among these, lithium BESS market has emerged as the fastest-growing downstream segment.

Globally, under the momentum of “dual carbon” targets, the importance of renewable energy sources, such as photovoltaic (PV) and wind energy, is steadily increasing, with their share in the energy mix on the rise. To mitigate the intermittent and unstable nature of renewable energy and its impact on the power grid, the development of utility-scale energy storage systems is imperative. Lithium BESS are widely regarded as the most promising solution in this context.

Moreover, user-end lithium BESS are also experiencing rapid growth. For instance, with the rising costs of centralized power supply, particularly in developed markets like Europe and the United States, residential distributed generation systems combining PV and energy storage are accelerating in adoption. Furthermore, with the groundbreaking advancements in artificial intelligence technology, the global demand for computing power is surging, leading to a significant expansion in data center construction. These data centers have substantial electricity demands, making energy consumption their largest operational cost. Lithium BESS can effectively reduce the power costs of data centers by leveraging peak-valley electricity price differences and integrating PV and wind energy solutions.

Against the backdrop of the global energy transition, the global lithium BESS market experienced rapid growth, increasing from US$3.4 billion in 2020 to US$43.9 billion in 2024, reflecting a CAGR of 89.9%. During this period, grid BESS market grew by 85.9%, commercial and industrial BESS grew by 103.1%, and residential BESS grew by 80.8%. Looking ahead, we expect the global lithium BESS market to maintain a robust growth trajectory in the long term. Future growth will be driven by the increasing share of variable renewable energy sources such as solar and wind, supportive policies and subsidies, and the gradual improvement in economic viability. The global lithium BESS market is projected to maintain its rapid growth, reaching US$128.6 billion by 2029, with a CAGR of 24.0% from 2024 to 2029.

Source: Frost & Sullivan Report

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Entry Barriers of Lithium BESS Market

The lithium BESS industry is characterized by a number of entry barriers that make it difficult for new market entrants to establish a competitive position. The major entry barriers of the lithium BESS industry are as follows:

Talent Barrier. The lithium BESS industry is characterized by its high demand for skilled talent. Firms in this domain need diverse research and development professionals alongside production staff who bring a wealth of technical knowledge and industry-specific experience. The nurturing of these specialists involves significant investment in both time and capital. Consequently, companies that have cultivated a team of seasoned core technical staff hold a substantial competitive advantage over newer market players.

Technology Barrier. Lithium BESS technology presents significant technical barriers, rooted in its complex electrochemical processes and multidisciplinary nature. The production of lithium-ion batteries requires extensive expertise, particularly in material selection and process control, which are developed over years. As the industry advances toward safer and longer-lasting batteries, these barriers continue to rise. Moreover, the BMS and EMS, both critical components of energy storage systems, involve advanced technologies that further heighten these barriers. This makes it challenging for new entrants to compete with established companies that have mastered these essential technologies.

Sales Channels Barrier. In the lithium BESS market, effective market penetration depends not only on the quality of the product but also on the breadth and depth of customer coverage, especially in Europe, North America, and APAC, where major market demand for lithium BESS are from. Strong sales channels facilitate direct customer engagement, build enduring relationships, and provide continuous service, all of which are crucial for maintaining high customer retention. Establishing such comprehensive and widely distributed networks requires substantial investment and long-term strategic planning, creating a significant barrier for smaller or newer entrants who often lack the necessary resources and experience to establish effective sales channels.

Brand Reputation Barrier. In the lithium BESS market, the long operational lifespan of energy storage systems necessitates high stability and durability. This makes the product’s reputation and the brand’s reliability crucial factors. Consumers favor brands known for quality and long-term performance, especially in the European market. Building such a reputation requires extensive time and sustained effort, creating a significant barrier for new entrants who may find it challenging to gain consumer trust in this competitive environment.

Capital Investment Barrier. The lithium BESS industry requires significant fixed asset investment and benefits from economies of scale. Research and development of lithium BESS requires constant and large amount of capital. Therefore, strong financial resources are a significant barrier to entry in this industry.

Economies of Scale Barrier. The lithium BESS industry has significant scale barrier, as its production has the characteristics of economies of scale. Companies with large production scale and abundant capital have considerable scale advantages in raw materials procurement and production operations. Additionally, customer typically make bulk purchases, which makes it difficult for manufacturers with small production scales to gain customer recognition and meet customer demands.

Growth Drivers and Future Trends of Lithium BESS Market

The major factors driving the growth of lithium BESS market and the emerging trends that may affect the landscape of lithium BESS industry are as follows:

Increasing Share of Renewable Energy. The global energy system is increasingly shifting towards decarbonization, with clean energy sources like wind and solar gradually replacing fossil fuels as the dominant

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forms of natural energy. However, renewable energy generation, being dependent on natural conditions, is characterized by inherent intermittency and volatility. As its proportion in the energy mix grows, it poses significant challenges to grid safety and stability. Additionally, the unpredictable nature of renewable energy often leads to discrepancies between generation and demand, exacerbating energy absorption challenges. The integration of energy storage systems offers a critical solution by buffering renewable energy’s entry into the grid, thereby mitigating fluctuations in wind and solar output and improving energy dispatch efficiency. This, in turn, facilitates more flexible and reliable grid integration and utilization of renewable energy. In the long term, as the penetration of clean energy deepens, the demand for energy storage systems is anticipated to grow steadily.

Continuous Improvement in Performance and Safety. Lithium BESS are at the forefront of the energy industry’s shift towards greater integration and intelligence. As these systems evolve to meet increasingly complex application demands, driven by trends towards higher capacity and efficiency, the growing number of battery packs complicates energy management. This challenge is being addressed through the deep integration of advanced BMS and EMS, which combine specialized hardware with sophisticated algorithms for precise charge and discharge management, significantly improving system longevity and efficiency. Additionally, the increasing focus on safety and maintainability has led to the development of intelligent software for fault detection and autonomous maintenance. This seamless fusion of hardware and software, coupled with the push towards smarter, more autonomous systems, positions lithium BESS as a crucial player in the future energy landscape.

Favorable Government Policies. In alignment with the global “carbon-neutral” goals, governments in major economies have introduced a range of policies to promote the development of renewable energy and ESS projects. A regulatory trend is emerging where power generation projects, particularly those involving renewable energy, are required to include corresponding ESS. Additionally, policies now allow energy storage systems to participate in the electricity market as independent entities, thereby expanding potential revenue streams for these systems. Such favorable policies are expected to continue driving the installation of energy storage projects and the expansion of the lithium BESS market.

Continuous Cost Reduction in lithium BESS System. During the past few years, with the advancement in manufacturing technology, expansion of production scale, and the standardization of products, the cost and price of Lithium BESS have witnessed a decreasing trend. As more market players accumulate experience in R&D and improve the production efficiency, the production cost and other indirect expenses of Lithium BESS are expected to further decrease, which will further foster the scalable commercialization of lithium BESS.

Our Product Solutions

We provide more than 2,800 lead-acid and lithium battery products, with battery capacity ranging from 0.8 Ah to 3,000 Ah. These products cater to a wide array of applications and serve various industries. Our battery portfolio encompasses network power batteries, SLI batteries, and motive power batteries, available in diverse types, specifications, and forms. We are expanding our services to include comprehensive energy storage solutions, especially in the rapidly growing Energy Storage System (ESS) sector.

Network Power Batteries

Network power batteries, which generate a substantial portion of our revenue, provide backup or standby power for critical facilities and electrical equipment during primary power source outages. Our DJM medium density and DJW small density series are among our most popular products. Featuring valve-regulated lead-acid (VRLA) maintenance-free technology, our batteries are designed with special venting and sealing structures for safe and reliable use. Made with Pb-Ca alloy, they offer attributes such as long float life, flexible installation, and easy maintenance.

Our best-selling products are network power batteries mainly used in UPS and telecom system. These UPS and telecom batteries provide power during primary external AC and DC power source outages, enabling the

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orderly shutdown of computer equipment to protect against data loss or ensuring the continued operation of equipment until emergency generators can take over.

The main industries in which our network power batteries are used and their various applications include the following:

SLI Batteries

Our SLI batteries, primarily used in automobiles and motorcycles, include Absorbent Glass Mat (AGM) batteries, Enhanced Flooded Batteries (EFB), and conventional flooded batteries. SLI batteries are primarily used to provide the substantial electricity required for starting motor vehicles, including passenger cars, commercial vehicles, motorcycles, ships, and boats. These batteries are also utilized in various other applications such as lawn mowers, water scooters, and ATVs. Our SLI batteries cater to a wide range of applications, covering passenger and commercial vehicles, new energy vehicles, ships, and specialized vehicles like motorcycles and ATVs. In the motorcycle SLI batteries category, we were ranked 2^nd in the Global Market by sales revenue in 2024, according to Frost & Sullivan.

Our SLI batteries offer several notable features, such as high cold cranking amps (CCA) and cost-effectiveness, and they come in a complete range of specifications and varieties. They provide long start-stop life, excellent deep discharge cycle life and high performance with low water loss, ensuring durability even in high-temperature conditions. Additionally, they offer exceptional vibration resistance and come factory-charged for user convenience.

Motive Power Batteries

Our motive power batteries include LDC, DT and PzS/PzB series. The LDC series is geared towards applications such as golf carts and cleaning and sweeping equipment, while the DT series is aimed at aerial work platform vehicles and tourist buses. The PzS/PzB series are mainly used in electric forklifts, tow tractors, pallet trucks, and underground transportation. Our motive power batteries meet the higher requirements of the global market for product capacity and energy density and feature high capacity, high energy density, long cycle life, and deep cycling performance.

Our motive power batteries include:

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Energy Storage System (ESS)

We launched our ESS offering since 2019. Our ESS offerings primarily focus on grid and user-side applications in telecom, commercial & industrial, fast charging EV stations, data centre, off-grid and Microgrid, etc. These products feature medium capacity, high-rate discharge, integrated AC/DC modularity, support for parallel operation, and seamless photovoltaic & charger integration. The thermal management technology for these products is liquid cooling for better battery performance and sustainability.

To further enhance reliability and sustainability in demand-side C&I and infrastructure markets, we are developing Leoch AI & IoT software with a focus on battery management, remote management, C&I and behind-the-meter energy optimization, microgrid and offgrid, and carbon management. By integrating battery and ESS solutions with IoT, AI, and Microgrid technologies, we aim to create a comprehensive EMS solution that optimizes energy consumption, improves system efficiency, and enhances overall energy resilience for businesses and infrastructure applications.

Our Customers

As of June 30, 2025, we serve over 3,200 customers, with our products sold in over 160 countries and regions worldwide. Our customer base includes industry-leading OEMs, to whom we supply either private-label products or products under our “Leoch” brand. We also deliver aftermarket services through a robust global distribution network. For many customers—including major IDC infrastructure solution providers and telecommunications operators in the United States and Europe—we are required to pass stringent quality control procedures to become a qualified supplier. These leading companies, particularly in the data center and telecommunications sectors, are recognized for their rigorous certification standards.

Pricing

We set the prices of our products based on a variety of factors, including market conditions, manufacturing costs, fluctuations in raw material prices (particularly lead prices), foreign exchange rates and purchase volume of our customers.

Most of our sales contracts contain a base price and a pricing mechanism. The pricing of lead-acid battery products is primarily influenced by the market price of lead. If the lead price on the London or Shanghai Metal Exchange fluctuates beyond a specific range, our product prices for such customers will be adjusted accordingly, either upward or downward.

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Sales and Marketing

We have built a strong global sales network to serve our customers and distributors globally. Our sales and marketing team maintains close contact with our customers after order shipment. For our major customers or those who have long-term relationships with us, we have appointed dedicated teams that provides tailored service. Our service technicians also make periodic inspection and maintenance visits. As of June 30, 2025, we had more than 340 dedicated sales and pre- and post-support employees supporting our customers.

Our marketing approach has been developed to be highly responsive to the needs of our customers. We aim to build close relationships with our customers by providing end-to-end services from product design, manufacturing process, to timely after-sales support. The physical proximity of our sales and service locations to our customers allows us to maintain frequent contact with them to better understand and timely respond to their evolving needs. Through our sales and services network, we gather and analyze market information, promote our brand, establish and maintain customer relations, and identify potential customers. We also engage in marketing activities such as attending industry conferences and exhibitions to promote our products and enhance brand visibility. These efforts help us identify new opportunities to expand our customer base. In addition, we generate new customers through referrals, bidding processes, and direct inquires driven by our strong reputation.

Product Warranty

We provide standard product warranty to our customers. We ship replacement to our customers if our products are damaged or do not perform to published specifications at no cost to the customer. We recorded a warranty liability of US$3.0 million, US$5.1 million and US$7.8 million as of December 31, 2023, 2024 and June 30, 2025, respectively. We have not experienced any material disputes arising from or in connection with the quality of our products during the periods presented.

Research and Development

We dedicate significant resources to research and development to improve the performance of our existing products, develop products tailored to specific customer needs, and advance new products and technologies.

After the completion of the spin-off, our research and development efforts will be primarily implemented by our internal research team with the support of industry experts and consultants. Our primary innovation center is based in Singapore with supporting technicians based in Europe. Our R&D team consists of researchers in the R&D department and technicians in our production department, supporting the implementation of technologies into the production process.

Our innovation center in Singapore is equipped with advanced equipment to complement our human resources. Our innovation center in Singapore is engaged in R&D of new technologies such as battery management systems and energy management systems to provide customers with energy solutions for various scenarios. We also collaborate with leading institutions and universities, including Nanyang Technological University in Singapore, on projects such as intelligent predictive maintenance for UPS batteries through physics-based and data-driven hybrid methods.

We emphasize a client-driven approach in developing new and improved products and technologies. In addition to projects we conduct in response to industry trends, many of our R&D initiatives are designed to address special requirements from our customers. We have found client-initiated research projects to be beneficial in understanding our clients’ needs and producing batteries with strong market acceptance, as well as strengthening our client relationships.

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Production Facilities

Production Bases

As of June 30, 2025, we have six state-of-the-art factories across four countries worldwide, with a total of 30 production lines, and we have three new production plant under construction. As part of the continuous support from Leoch Technology, it is contemplated that during a transitional period commencing from the completion of the spin-off, we will continue to procure finished battery products from Leoch Technology, and Leoch Technology will continue to manufacture and sell finished battery products to us for its sales in the Global Markets. We will continue to enhance our own production capabilities and aim to operate independently after the transition period. Total capital commitments contracted but not yet reflected in the financial statements amounted to US$12.5 million, US$24.6 million and US$39.4 million as of December 31, 2023, 2024 and June 30, 2025, respectively, primarily related to the future expansion of our manufacturing facilities. Our expansion plans are expected to increase our total annual installed capacity to approximately 20.70 GWh, up from the current 7.28 GWh as of June 30, 2025.

See “—4.D. Property, Plants and Equipment” for detailed discussion of properties.

Equipment

We employ modern equipment in our production processes, incorporating technologies that are up to current market standards used by leading international battery manufacturers. We believe the equipment we employ is critical to our business as it plays a significant role in ensuring the quality of the products we manufacture.

Our principal production equipment includes lead powder grinding machines, plate casting machines, pasting machines, cast-on strap machines, heat-sealing machines, welding machines, formation chargers, optical emission spectrometers, and atomic absorption spectrophotometers, which we purchase from both domestic and international manufacturers.

We utilize a continuous casting and coating (ConCast) system from a leading U.S. supplier known for its expertise in battery grid manufacturing. This dual-strip system delivers high-speed, precision casting, enabling greater efficiency and lower production costs compared to typical industry setups. To support consistent battery performance, we also employ a high-efficiency strip-pasting machine from the same supplier. It offers fast, uniform double-sided pasting while maintaining excellent quality control. For plate wrapping, we rely on automated systems from a top Austrian equipment provider. These machines support various battery types and processes, delivering high precision and enhanced productivity. Our casting, welding, and assembly lines are sourced from a UK-based leader in manufacturing automation. These systems are designed for reliability, ease of operation, and improved consistency, particularly for automotive battery production. We also use grid-expanding equipment supplied by the original inventors of the process. Supplied through our UK partner, this equipment minimizes mechanical vibration and ensures uniform, crack-free grids that are well-suited for paste application.

We regularly inspect, maintain and repair our equipment. In addition, we conduct extensive servicing once a year during a scheduled shut-down for up to two days, generally around public holidays to minimize potential production disruption. We rely on our in-house employees and vendor technicians for maintenance and repairs. We have not experienced any major difficulties or delays in sourcing or purchasing the equipment we need to manufacture our products.

Raw Materials and Utilities

Raw Materials and Finished Goods

The major raw materials used in our production include lead, copper, lead alloy, ABS plastic, PP plastic, sulphuric acid and fiberglass. Purchases of our major raw materials are made through our procurement center,

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which allows us to negotiate more favorable bulk supply contracts and ensure consistency in the quality of raw materials. In addition, historically we procure finished battery products from Leoch Technology and prior to completion of the spin-off, Leoch Technology will enter into a product procurement framework agreement (the “Product Procurement Framework Agreement”) with us, pursuant to which Leoch Technology would manufacture and provide finished battery products to us for our further sales in the Global Markets, and charge the purchase amount plus a mark-up rate.

Lead constitutes the largest share of our raw material costs. Under the contracts with our lead suppliers, the price of each shipment is based on the lead price published on the London or Shanghai Metals Market. To protect ourselves from the risk of price fluctuations, many sales contracts with our customers have a similar pricing mechanism, where prices of our products are adjusted if the lead price on the London or Shanghai Metals Market rises or falls beyond a certain range. For more details, see “—Customers—Pricing” above.

Inventory

We have implemented a centralized inventory control system and the level of inventory is determined based on the needs of all of our production facilities. Our centralized sales center will generally assign an order to the production facility that has the necessary raw materials readily available to maximize efficiency and minimize our upfront cost. Through this system, we are able to monitor the inventory level for all production materials across all facilities and periodically redistribute excess materials to optimize resource allocation. For lead and ABS plastic, which are generic materials used for all products and are processed at our production facilities for specific applications, our production facilities generally maintain an average inventory of seven days and thirty days, respectively.

Our Suppliers

We source lead from leading global Fortune 500 companies and procure plastic materials from top-tier international suppliers to meet our production needs. We select our suppliers through a set of standardized procedures to ensure that our raw materials and supplies meet our quality control standards. A supplier must pass our quality control procedures before it can become a preferred supplier and be eligible for long-term contracts. In addition, the quality of our suppliers’ products and services are subject to random testing and annual review to ensure continuing compliance with our order specifications and quality standards.

We have developed a comprehensive supply chain with multiple material and equipment suppliers. We maintain at least two suppliers for our major raw materials in each of the countries or regions to mitigate the risk of reliance.

As part of the continuous support from Leoch Technology, it is contemplated that during a transitional period commencing from the completion of the spin-off, we will continue to procure finished battery products from Leoch Technology, and Leoch Technology will continue to manufacture and sell finished battery products to us for our sales in the Global Markets.

Quality Control

We have established two regional Technical and Quality Management Centers for our Global Market and implemented factory executive committees at each of our factories across production facilities to ensure adherence to unified global quality standards.

Our quality management system is built on a comprehensive framework aligned with the Excellence Performance Model and applicable international standards. We have obtained certifications including ISO 9001, IATF 16949, TL 9000, ISO 14001, ISO 50001, ISO 14064, ISO 14067, QC 080000, ISO 45001, and SA 8000. The technical quality centers oversee product certifications such as CE (EU), UL (U.S.), and others, while

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ensuring strict compliance with system documentation and continuous quality improvement at the factory level. All product and process development undergoes tiered approvals depending on the type of improvement, with final implementation subject to authorization by the respective factory, regional management center, or headquarters. Quality issues are also classified and handled accordingly, with all incidents reported to headquarters for centralized oversight.

Quality management spans the full product lifecycle—from customer requirements and R&D certification to raw material control, in-process quality checks, final inspection, and after-sales service—ensuring comprehensive risk prevention. Key product characteristics subject to safety and regulatory requirements are monitored through ongoing sampling or full inspection. We also conduct independent audits across the entire value chain, covering internal and external quality data such as incoming defect rates, first-pass yields, scrap rates, performance testing, and customer complaints.

We have demonstrated strong quality performance across all stages of production, including inbound material inspection, in-process controls, and final product output. We consistently achieve a low rate of quality defects and receive few post-shipment product complaints. Our strong quality performance is driven by a skilled quality team, a well-established quality management procedures, and ongoing enhancements in automation across our production and quality control processes. We are also actively advancing toward the digitalization of our quality management systems.

Material Licenses and Permits

We have earned the certification of various national standards for product safety or quality management, including UL Certificate from Underwriters Laboratories Inc. (United States), CE Certificate from EMTEK Shenzhen Co., Ltd. (European Union), VdS Certificate from VdS Schadenverhutung GmbH (Germany), and IEC Certificate from Intertek Testing & Certification Ltd. (U.K.). Each of these certifications is required before we could begin selling our products to the respective country and also helps to establish our quality in other markets.

Each certifying institution has its own requirements for maintaining valid certifications. Each of the UL certificates, CE certificates and IEC certificates requires our products to be certified before they can be sold in the United States, the European Union and the U.K., respectively, and then requires us to pay an annual fee to maintain the certification. The VdS certificates were granted for different products for a five-yearperiod with the most recent commencing on January 30, 2024 and expiring on January 29, 2029. The ISO 9001:2015 was granted for a period of three years commencing on January 18, 2023 and expiring on January 27, 2026. The SA8000:2014 was granted for a period of three years commencing on January 26, 2024 and expiring on January 25, 2027.

We do not foresee any legal impediment in renewing our certifications upon expiry of their respective validity periods.

Competition

Please refer to detailed discussion in “—Overview of Our Industry.”

Seasonality

Our results of operations are affected by spending patterns and seasonality in the industries of our major customers and overall economic conditions in the markets in which we operate. Our sales are also subject to the seasonality of the industries we serve, such as e-bikes and automotives, which may affect our periodic operating results. For example, during the first half of the year, which is considered the off-season, sales volumes are relatively lower, making it challenging to allocate production costs efficiently, which affects gross margin performance. In contrast, the second half of the year marks the peak season, where increased production scales significantly reduce unit costs, leading to improved gross margins. More generally, our products are heavily

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dependent on the demand in the industries we serve, including data center, telecommunications, UPS, energy storage system, renewable energy and vehicle industries. A weak capital expenditure environment in these sectors could have a material adverse effect on our results of operations.

Insurance

We maintain comprehensive insurance coverage for our assets, including production facilities, inventories, machinery, equipment, and vehicles. Additionally, we have logistics insurance to cover the shipment of goods. For our employees, we comply with statutory insurance requirements, including work-related injury insurance (covering lead poisoning), medical insurance, maternity insurance, unemployment insurance, and pension insurance. Beyond statutory coverage, we provide personal injury and accidental medical insurance for selected management, administrative, and sales employees, based on their job responsibilities. We also maintain global product liability insurance to cover bodily injuries and property damage caused by our products, subject to specific coverage limits. For exported products, we maintain additional export insurance.

Intellectual Property Rights

We retain certain trademarks for use in the Global Markets independently and rely primarily on a combination of patents, copyrights, trademarks and trade secrets, the brand licensing framework agreement with Leoch Technology as well as employee and third-party confidentiality agreements to protect our intellectual property.

Under the brand licensing framework agreement, Leoch Technology will grant to us the exclusive rights to develop, produce and sell products under the brands of , and (the “Licensing Brands”) in the Global Markets and charge us royalties from for such licensing arrangement.

We rely on trade secret protection and confidentiality agreements to safeguard our interests regarding certain proprietary information. All of our employees are required to sign a general confidentiality agreement, while those with particular access to our proprietary information, such as researchers in the research and development department, are required to sign a more expansive non-disclosure agreement. We also require our clients and business partners to enter into confidentiality agreements before we disclose any sensitive aspects of our operations, technology or business plans.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our technology. It is difficult to monitor unauthorized use of technology, particularly in countries where the laws may not adequately protect our proprietary rights. In addition, our competitors may independently develop technology similar to ours. Our precautions may not prevent misappropriation or infringement of our intellectual property. For details about risks related to our intellectual properties, see “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Industry and Business Operations.”

Regulations

There are government regulations pertaining to battery safety, transportation of batteries, use of batteries in cars, factory safety, and disposal of hazardous materials, including but not limited to the REACH regulation (EC 1907/2006) for chemicals, the RoHS directive (EU 2011/65/EU) for restricting hazardous substances in electronic equipment, the F-Gas regulation (EU 517/2014) for fluorinated greenhouse gases, the Ozone Depleting Substances regulation (EC 1005/2009), the Waste Electrical and Electronic Equipment (WEEE) directive (2012/96/EU) and the Battery Directive (2006/66/EC) and its amendment (2013/56/EU). We are also required to comply with applicable laws and requirements under China RoHS and California Proposition 65 directive.

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The major applicable regulatory bodies include European Chemicals Agency (ECHA), national enforcement authorities within EU member states, coordinated by the European Commission, and Office of Environmental Health Hazard Assessment (OEHHA) in California.

4.C. Organizational Structure

Organizational Structure

We are currently a wholly owned subsidiary of Leoch Technology. Following the spin-off, we will be a separate, standalone company independent of Leoch Technology. Leoch Technology will not retain any ownership interest in us.

Immediately Prior to the Distribution

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Immediately After the Distribution

See Item 4. “Information on the Company—4.B. Business Overview” for additional information.

Significant Subsidiaries

An exhibit containing a list of our significant subsidiaries has been filed with this registration statement.

4.D. Property, Plants and Equipment

The following table sets forth our most significant facilities as of June 30, 2025.

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4.E. Unresolved Staff Comments

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A. Operating Results

This operating and financial review should be read together with the section captioned “Selected Financial Data,” “Item 4. Information on Leoch Technology—4.B. Business Overview” and the combined financial statements and condensed combined financial statements of the Leoch Energy Business and the related notes to those statements included elsewhere in this Form 20-F. Our reference to the combined financial statement(s) includes the relevant condensed combined financial statement(s) for the periods presented throughout the rest of this section. Among other things, those financial statements include more detailed information regarding the basis of preparation for the following information. The combined financial statements of the Leoch Energy Business have been prepared in accordance with GAAP. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in this Form 20-F, our actual results may differ materially from those anticipated in these forward-looking statements. Please see “Special Note About Forward-Looking Statements” in this Form 20-F.

Items You Should Consider When Evaluating Our Combined Financial Statements and Assessing Our Future Prospects

Our results of operations, financial position and cash flows could differ from those that would have resulted if we operated autonomously or as an entity independent of Leoch Technology in the periods for which the combined financial statements and the unaudited condensed combined financial statements are included in this Form 20-F, and such information may not be indicative of our future operating results or financial performance. As a result, you should consider the following facts when evaluating our historical results of operations and assessing our future prospects:

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Overview

We are a global energy management and power solution company. We offer comprehensive energy management and power solutions including Battery Management System (BMS), Energy Storage Systems (ESS), AI and Internet-of-things (IOT), and a wide range of batteries for applications such as data centers (IDCs), and AI data centers (AIDCs), telecommunication base station, automobiles and motorcycles, low-speed electric vehicle, as well as residential, commercial and industrial (C&I), off-grid, power grid and renewable energy users. Additionally, we have broadened our product portfolio by developing Energy Management System (EMS) and Remote Maintenance System (RMS) in our innovation center in Singapore. We have a comprehensive offerings of more than 2,800 battery products encompassing UPS & network power battery, start, lighting and ignition battery (SLI battery), motive power battery and ESS batteries, among all global battery manufacturers. We are currently a wholly-owned subsidiary of Hong Kong-listed company Leoch Technology. After the spin-off, we will operate as an independent company, delivering batteries, ESS, IOT, EMS and various power solutions to customers and distributors in the Global Markets. Meanwhile, Leoch Technology will continue to serve customers and distributors within Chinese Mainland, Hong Kong and Macau.

Our products’ outstanding performance not only meets customer needs but also earns their lasting trust, as we expand beyond batteries into energy and sustainability solutions for the present and future. We have cultivated a high-quality and diverse customer base, serving more than 3,200 customers as of June 30, 2025. With our extensive global sales network, our products reached 160 countries through 20 sales companies, with more than 340 dedicated sales and pre- and post-support employees. We are a trusted power solution provider serving world’s top IDC infrastructure solution providers, telecommunication operators and automobile original equipment manufacturers, as well as commercial, industrial, and city infrastructure clients and service providers. These industry leaders, particularly in IDC, telecommunications, and critical urban infrastructure, uphold stringent certification and cybersecurity compliance standards, creating high entry barriers for new suppliers—especially battery, ESS, and energy companies from regional markets seeking to expand into international markets. Our established role as a long-term partner to these global organizations is a clear indication of the superior quality and reliability of our products and services. This, in turn, reinforces our customer relationships in the long term.

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Trends and Uncertainties

Our financial condition and results of operations have been, and will continue to be, affected by a number of factors, including but not limited to those set out below.

Fluctuations in prices of our major raw materials

Our production processes rely on a substantial intake of various materials, including lead, lead alloy, ABS plastic, PP plastic, sulphuric acid and fiberglass, which are critical for maintaining our manufacturing operations. Securing a consistent and cost-effective supply of these primary raw materials is essential for our production success, with raw material costs comprising a significant portion of our cost of revenues. Accordingly, fluctuations in prices of our major raw materials, such as lead, have a significant impact on our business operations and financial condition.

The procurement of raw materials is subject to market pricing, which can fluctuate and subsequently impact our financial results and profitability. We face the challenge of sourcing future raw material requirements at reasonable costs and may not always be able to pass on increased raw material costs entirely to our customers.

Our sales contracts, particularly with IDC data center and telecommunication customers, typically include a base price and a pricing mechanism that allows for adjustments based on market conditions. The pricing of lead-acid battery products is largely influenced by the market price of lead. If the lead price on the London or Shanghai Metal Exchange varies beyond a specific threshold, our product prices will be adjusted accordingly, either increasing or decreasing. For lead-acid batteries supplied to distributors, we sell at fixed prices, which reflects current market trends.

Furthermore, we purchase futures and options to hedge financial risks relating to price fluctuations of our raw materials. Commodity futures and option contracts carry significant risks, including market volatility and leverage risk, which can amplify both gains and losses. Additionally, liquidity risk and the potential for physical delivery in futures contracts pose challenges, while the time-bound nature of options can lead to the loss of the entire premium if the market moves unfavorably. Our purchase of futures and options has been limited historically, and we do not expect to make substantial purchases in the future.

For uncertainties and risks related to fluctuations in prices of our major raw materials and the impact on our business, see also “Item 3. Risk Factors—Risks Related to Our Business and Industry— Fluctuations in the prices of raw materials, such as lead, could materially and adversely affect our results of operations.”

Fluctuations in foreign exchange rates

We operate a substantial and expanding share of our business in currencies other than US dollars, yet we report our combined financial results in US dollars, which positions us to leverage the dynamic global marketplace. We recorded net foreign exchange loss of US$1.1 million, US$4.3 million and US$4.7 million for the years ended December 31, 2023, 2024 and for the six-months ended June 30 2024, respectively. We recorded net foreign exchange gain of US$4.4 million for the six months ended June 30, 2025. These fluctuations reflect the dynamic nature of international trade and its impact on our financial condition.

As exchange rates naturally fluctuate, our revenue, costs excluding depreciation and amortization, operating expenses, other income and expenses, as well as our assets and liabilities, may also experience variations when translated into US dollars. This diversity in financial performance reflects our commitment to global operations and the opportunities it presents for growth.

Fluctuations in foreign exchange rates pose risks to our global operations. While they can enhance the value of our international transactions on some occasions, on others, they can diminish it. These variations directly impact our revenue and cost structure, potentially affecting profitability. To manage these risks, we remain vigilant and

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actively monitor global currency markets, seeking opportunities to optimize our financial strategies in response to changing conditions. We may hedge against fluctuations in foreign exchange rates by employing financial instruments such as forward contracts and currency swaps, which we believe will be helpful to mitigate the impact of exchange rate volatility on our international operations and financial performance. Our goal is to sustain the stability and growth of our international business despite the inherent volatility of foreign exchange rates.

For uncertainties and risks related to fluctuations in foreign exchange rates and the impact on our business, see also “Item 3. Risk Factors—Risks Related to Our Financial Condition—Fluctuations in exchange rates could have a material and adverse effect on our results of operations.”

Seasonality of demand for our battery products

Our operating results are influenced by spending patterns and seasonality within the industries of our major customers, as well as overall economic conditions in the markets where we operate. Particularly in industries we serve, such as e-bikes and automotives, seasonality can impact our periodic operating results. More broadly, our products are heavily dependent on demand within the industries we cater to, including IDC data center, telecommunications, UPS, energy storage system, renewable energy and vehicle industries. A downturn in capital expenditure in these sectors could significantly affect our operating results.

The demand for certain battery products exhibits distinct seasonal patterns. For instance, the replacement rate for automotive SLI batteries is higher in winter, illustrating the impact of seasonal changes on product demand. Additionally, the cyclical nature of downstream industries can also affect the demand for certain battery products; for example, the capital expenditure cycles in the telecommunications industry may influence the demand for backup power supplies. These cyclical factors highlight our sensitivity to market dynamics and the importance of adjusting our operational strategies across different seasons and economic cycles.

For uncertainties and risks related to seasonality and the impact on our business, see also “Item 3. Risk Factors—Risks Related to Our Business and Industry— Spending patterns and seasonality in the industries we serve could adversely affect our results of operations.”

Our business is also affected by general factors such as trends in technology development of our industry, demand and pricing of our products, fluctuations of interest rates, as well as geopolitical events that may have an impact on the market or the supply chain, among others. For a further discussion of trends, uncertainties and other factors that could impact our operating results, see the section entitled “Risk Factors” included elsewhere in this Form 20-F.

Basis of Presentation

We have not historically prepared standalone financial statements for the Company. The accompanying combined financial statements of the Company have been prepared in accordance with the generally accepted accounting principles of the United States (“U.S. GAAP”). There was no controlling financial interest held by us over the entities that comprise Leoch Energy Business for any periods presented. Hence, we prepared our financial statements on a combined basis including the financial statements of the Company, and those entities comprising the Leoch Energy Business in the Global Markets. All significant intercompany transactions and balances have been eliminated.

Components of Results of Operations

The following section describes certain line items in our combined statements of comprehensive income:

Revenues

Our revenues are derived principally from sales of various battery products to customers. For a discussion of how and when we recognize revenue, see “Note 2. Summary of Significant Accounting Policies” to our combined financial statements included elsewhere in this Form 20-F.

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The following table sets forth our revenue in the periods indicated and based on the product categories and their percentage of total revenue.