Form 424B4 Londian Wason New Energy

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-297230

PROSPECTUS

4,285,714 American Depositary Shares

LONDIAN WASON NEW ENERGY TECH INC.

Representing 21,428,570 Ordinary Shares

This is the initial public offering of 4,285,714 American depositary shares, or ADSs, by LONDIAN WASON NEW ENERGY TECH INC. Each ADS represents five ordinary shares of a par value of US$0.00001 each. The underwriters may also purchase up to 642,857 ADSs within 30 days to cover over-allotments, if any.

Prior to this offering, there has been no public market for the ADSs or our ordinary shares. The initial public offering price per ADS is US$22.00. We have been approved for listing of the ADSs on the NYSE, under the symbol “FOIL.”

Certain investors, including Harvest Global Capital Investments Limited, Hithium Global Pte. Ltd. and other investors, have agreed to purchase US$50.0 million, US$7.0 million and US$30.0 million, respectively, of ADSs in this offering, at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Such indications of interest are not binding agreements or commitments to purchase, and neither we nor the underwriters are under any obligation to sell ADSs to these parties. Any of these parties may elect to purchase more, fewer, or no ADSs in this offering. The underwriters will receive the same underwriting discounts and commissions on any of the ADSs sold to these investors as they will on any other ADSs sold to the public in this offering.

We are being treated as an “emerging growth company” and are a “foreign private issuer” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. See “Prospectus Summary—Implications of Being Treated as an Emerging Growth Company until the Date on which We Consummate this Offering” and “Prospectus Summary—Implications of Being a Foreign Private Issuer.”

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

Investors in the ADSs are not purchasing equity securities of our subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. LONDIAN WASON NEW ENERGY TECH INC., or Londian Wason, is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. Londian Wason controls these subsidiaries through Londian Wason (Shenzhen) Holding Group Co., Ltd., which in turn is wholly owned by Londian Wason’s Hong Kong subsidiary, Londian Wason New Energy Tech (Hong Kong) Limited. This structure involves unique risks to investors. For a detailed discussion of the associated risks, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Holding Company Structure.”

We face various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. We could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations involve uncertainties. Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy.

The Chinese government exerts substantial influence over the conduct of our business and may intervene with or influence our operations at any time as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the Chinese government has recently exerted more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us. Any such action, once taken by the Chinese government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. We face risks associated with regulatory approvals on offerings conducted overseas by and foreign investment in China-based issuers, anti-monopoly

regulatory actions, and oversight on cybersecurity and data security, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. For details, see “Risk Factors—Risks Related to Doing Business in China” beginning on page 34 of this prospectus.

Trading in our securities on U.S. markets, including the NYSE, may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board, or the PCAOB, determines that it is unable to inspect or investigate completely our auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the United States Securities and Exchange Commission, or SEC, of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese Mainland and Hong Kong, or the 2021 Determinations, including our auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations of PCAOB-registered public accounting firms headquartered in Chinese Mainland and Hong Kong in 2022. The PCAOB vacated its previous 2021 Determinations accordingly. As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections and investigations of PCAOB-registered public accounting firms headquartered in Chinese Mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in Chinese Mainland and Hong Kong in the future and states that it has already made plans to resume regular inspections in the future. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the Chinese Mainland and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of our securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in Chinese Mainland and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited under the HFCAA. For more details, see “Risk Factors—Risks Related to Doing Business in China—Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it is unable to inspect or investigate completely our auditor, and as a result, U.S. national securities exchanges, such as the NYSE, may determine to delist our securities” beginning on page 41 of this prospectus.

Unless otherwise indicated or the context otherwise requires, references in this prospectus to “Londian Wason” are to LONDIAN WASON NEW ENERGY TECH INC., our Cayman Islands holding company; “Londian Wason Shenzhen” are to Londian Wason (Shenzhen) Holding Group Co., Ltd., the wholly foreign owned subsidiary of Londian Wason in China; “we,” “us,” “our company” and “our” are to Londian Wason and its subsidiaries, including Londian Wason Shenzhen and its subsidiaries; “our PRC subsidiaries” are to Londian Wason Shenzhen and its subsidiaries, including but not limited to Shenzhen Londian Wason New Material Co., Ltd. and Nanjing Longxin Electronic Technology Co., Ltd. Unless otherwise specified, in the context of describing our business and operations, we are referring to the business and operations conducted by our PRC subsidiaries.

LONDIAN WASON NEW ENERGY TECH INC., our holding company, may transfer cash to our offshore intermediary holding entity in Hong Kong, namely Londian Wason New Energy Tech (Hong Kong) Limited, through capital injections and intra-group loans. Our offshore intermediary holding entity, in turn, may transfer cash to the wholly foreign owned subsidiary of Londian Wason in China, namely Londian Wason Shenzhen, through capital injections and intra-group loans. Similarly, Londian Wason Shenzhen may transfer cash to Shenzhen Londian Wason New Material Co., Ltd. and its subsidiaries in the PRC through capital injections and intra-group loans. Cash may also be transferred through our organization by way of intra-group transactions. If our PRC subsidiaries realize accumulated after-tax profits, they may, upon satisfaction of relevant statutory conditions and procedures, pay dividends or distribute earnings to our offshore intermediary holding entity, which, in turn, may transfer cash to Londian Wason through dividends or other distributions. With necessary funds, Londian Wason may pay dividends or make other distributions to U.S. investors and service any debt it may have incurred outside of the PRC. Londian Wason New Energy Tech (Hong Kong) Limited made capital contribution amounted to RMB285.7 million and RMB106.6 million (US$14.9 million) to one of our subsidiary in the PRC in 2024 and 2025, respectively, and no dividends or distributions were paid or made to U.S. investors. We have established stringent controls and procedures for cash flows within our organization. Each transfer of cash among our Cayman Islands holding company and our subsidiaries is subject to internal approval. To effect a cash transfer, a number of steps are needed, including but not limited to the issuance of payment receipt, logging into the online banking system and completing its verification process, inspection of the invoice, and payment execution. A single employee is not permitted to complete each and every stage of a cash transfer, but rather only portions of the whole procedure. Only the finance department is authorized to make cash transfers. Within the finance department, the roles of payment approval, payment execution, record keeping, and auditing are segregated to minimize risk.

In addition, our PRC subsidiaries generate their revenue primarily in Renminbi, and cash transfers from our PRC subsidiaries to their parent companies outside of China are subject to PRC government’s regulations and management of currency exchange and cross-border settlement. As a result, any regulations or management regarding currency exchange or cross-border settlement may limit the ability of our PRC subsidiaries to pay dividends to Londian Wason. To the extent cash or assets in the business is in the PRC or a PRC entity, the funds and assets may not be available to fund operations or for other use outside of Chinese Mainland if Londian Wason or its subsidiaries fails to comply with the PRC government’s currency conversion and cross-border settlement regulations and management. For more details, see “Risk Factors—Risks Related to Doing Business in China—Statutory requirements on currency conversion may limit our foreign exchange transactions, including dividend payments on the ADSs.” For PRC and United States federal income tax considerations in connection with an investment in the ADSs, see “Taxation.”

We are being treated as an “emerging growth company” under the U.S. federal securities laws and will be subject to reduced public company reporting requirements. Investing in the ADSs involves risks. See “Risk Factors” beginning on page 20 of this prospectus.

PRICE US$22.00 PER ADS

We have granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to 642,857 additional ADSs to cover over-allotments, if any, at the initial public offering price, less underwriting discounts and commissions.

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about August 17, 2026.

The date of this prospectus is August 11, 2026.

TABLE OF CONTENTS

Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor any of the underwriters take responsibility for, or provide assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any applicable free writing prospectus is current only as of the date of this prospectus or of any such free writing prospectus, as applicable.

Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any free writing prospectus outside of the United States.

Until September 5, 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade the ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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RISK FACTORS

An investment in the ADSs involves significant risks. You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in the ADSs. Any of the following risks could have a material and adverse effect on our business, financial condition and results of operations. In any such case, the market price of the ADSs could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Our business is affected by the market demand for products that many of our major customers sell, and any decline in the businesses of our customers could reduce the purchase of our products by these customers and materially and adversely affect our business, prospects, financial condition and results of operations.

Our copper foil is utilized in electric vehicles, or EVs, energy storage systems, or ESSs, and a broad spectrum of other downstream applications that our customers serve such as communication and consumer electronics. Any reduced market demand in these industry sectors may result in a decline in the businesses of our customers, and may, in turn, reduce the purchase of our copper foil. For instance, the automotive market in the PRC, especially the EV market, is relatively new and evolving rapidly. While the EV market has undergone significant growth in the past few years, notwithstanding the slight reduction in growth attributable to the impact from the COVID-19 and the reduction of government subsidies, there is no assurance that it can continue to grow as rapidly. The laws and regulations governing the EV industry in the PRC are still at a nascent stage and subject to further changes and interpretations. The technology of EV battery may continue to rapidly iterate or develop, which may render the current technology obsolete and adversely affect the demand for certain materials that are currently used in EV battery. If the market for EVs does not develop as we expect or develops more slowly than we expect, our customers’ business will be affected, and their purchase of our LiB copper foil may be reduced, due to any change in their manufacturing or business operations. Furthermore, we may continue to experience a decrease in our revenue from the sales of PCB-grade copper foil, due to reduced demand for computers, communication equipment and consumer electronics. Such reduced demand for our copper foil in the downstream industry sectors could materially and adversely affect our business, prospects, financial condition and results of operations.

Past growth may not be indicative of future growth.

Historically, the industry has experienced substantial growth through organic market share gains, technological innovation, new product offerings, and increased demand for thinner copper foil products with a higher selling price per metric ton. Our total sales volume of LiB copper foil increased by 24.4% from 90,034 metric tons in 2024 to 111,985 metric tons in 2025. Our various business strategies and initiatives, including our growth initiatives, are subject to business, economic, overall market growth, and competitive uncertainties and contingencies, many of which are beyond our control. In the future, we may not be able to:

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Moreover, our net income margin and profitability may be adversely affected by a number of factors that are beyond our control, including reduced demand in the downstream markets (such as batteries and EVs), increased competition, or changes in technology trends that make our product mix no longer profitable. Meanwhile, we expect our costs and expenses to continue to increase in the future. We also expect to continue to invest in our production facilities as well as research and development. There is no assurance that we will be able to maintain sufficient revenue to offset our operating expenses on an ongoing basis. Any failure to increase revenue or to manage our costs would prevent us from achieving or maintaining profitability, which would cause our business, financial condition, and results of operations to suffer. Additionally, if we are not able to continue to compete in our markets and grow our business, our business, financial condition, results of operations and cash flows could be adversely affected.

The loss of, or a significant reduction in orders from, certain group of large customers would significantly reduce our revenue and harm our results of operations.

Historically, our revenue generated from our five largest customers accounted for 58.2% and 63.6% of our total revenue in 2024 and 2025, respectively. In 2024 and 2025, sales to customers that individually exceeded 10% of our revenue accounted for 47.4% and 41.2%, respectively, of our revenue. We expect that sale of our products to a certain group of large customers will continue to have a material impact on our results of operations in the foreseeable future. Our concentration of sales to a certain group of large customers makes our relationship with each of these customers important to our business. Our success is dependent on retaining these customers, which requires us to successfully manage relationships with, as well as anticipate, promptly react to and fulfill the emerging needs of, our customers. We cannot assure you that we will continue to generate significant revenue from these customers, that we will be able to maintain these customer relationships, or that none of these customers may shift their purchases to our competitors in the future. The loss of one or more of our largest customers, any material cancelation, reduction, or delay in purchases by these customers, or our inability to successfully develop relationships with additional new customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Furthermore, we made sales of an aggregate of approximately 20,915 and 65,908 metric tons of copper foil in 2024 and 2025, respectively, pursuant to our long-term sales contracts with certain customers. However, we cannot assure you that such customers will increase their purchase period by period, or at all, under such long-term contracts. The volumes of copper foil purchased by customers under these contracts in any given period and the timing and amount of revenue we recognize in such period may fluctuate. As a result, the revenue we recognize from sales under these contracts from period to period may vary, and such variance could have a material adverse effect on our results of operations.

We face intense competition in copper foil product markets. If we fail to adapt to changing market conditions and to compete successfully with existing or new competitors, our business prospects and results of operations would be materially and adversely affected.

The markets for copper foil products are intensely competitive, with multiple participants competing for the same customers. For example, the five largest manufacturers contributed to an aggregate of 31.9% of the global sales volume of LiB cooper foil in 2025. In the LiB copper foil market, we compete with domestic and international copper foil manufacturers such as DEFU, Jiayuan Technology, SK Nexilis, Lotte Energy Material

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and Solus Advanced Material in a continuously evolving market. In the PCB-grade copper foil market, our competitors include international manufacturers such as Mitsui-Kinzoku and Nippon Mining Holdings, as well as companies with operations in China such as NOUYA Chang Chun and TongGuan.

Our current and potential competitors may have greater financial and other resources, a larger customer base, better access to raw materials, stronger research and development capabilities, a larger pool of experienced professional, greater attraction to personnel and greater economies of scale than we do. Some of our competitors may also resort to price competition to sustain or gain market share and manufacturing capacity utilization. Furthermore, due to the growth in demand for copper foil products, there may be significant consolidation in our industry among our competitors, and we also expect new entrants to this market in the future. The key barriers to entry into our industry at present consist of strong research and development capabilities, advanced technology and equipment, strong financial position to make capital investment, the ability to attract personnel, quality customer resources, mass production capacity and international platform. If these barriers disappear or become more easily surmountable, new competitors may successfully enter our industry. The entrance of new competitors into the industry may adversely affect our profitability in circumstances where capacity utilization in the industry is increasing, as well as result in loss of our market share and increased price competition, which could adversely affect our business, financial condition, results of operations and prospects.

Our future success depends on developing, manufacturing and attaining market adoption of new products. Even if we are able to attain significant market acceptance of our planned or future products, the commercial success of these products is not guaranteed.

Our future success will depend substantially on our ability to develop, manufacture and effectively and profitably market and sell our planned and future new products, as well as the market acceptance and downstream applications of these products, which are beyond our control. We must continue to develop and bring to market innovative products, which requires hiring and retaining technical staff, maintaining and upgrading manufacturing facilities and equipment and expanding our intellectual property rights. We must also identify emerging technological and other trends in our target end markets as well as understand and promptly react to potential regulatory changes. The failure to effectively launch competitive products, services, organization, workforce and sales strategies could have a material adverse effect on our business, financial condition, results of operations and cash flows. Even if we are able to achieve or maintain significant market acceptance, the commercial success of our planned or future products or services is dependent on a number of additional factors. Successful growth of our sales and marketing efforts will depend on the strength of our marketing infrastructure, the capabilities of our sales and marketing team, the effectiveness of our sales and marketing strategies as well as the continued quality, reliability and innovation of our products. Our ability to satisfy product demand driven by our sales and marketing efforts will be largely dependent on the ability to maintain a commercially viable manufacturing process that is compliant with legal and regulatory standards. Failure to manufacture, market and sell our planned or future products could have a material adverse effect on our business, financial condition, and results of operations.

Technological changes could render our products uncompetitive or obsolete, which could reduce our market share, revenue and profit.

The copper foil industry is characterized by evolving technologies and industry standards. These technological evolutions and developments place increasing demands on the improvement of our products, such as 6µm high-strength LiB copper foil and hyper very low profile (HVLP) copper foil. Other companies may develop production technologies enabling them to produce copper foil that could better meet the market demand at a lower cost than our products. Technologies developed or adopted by others may prove more advantageous than ours for the commercialization of copper foil products and may render our products obsolete. Additionally, alternative technological pathways that serve the same end customers, such as sodium-based batteries and solid-state batteries, can make lithium-based batteries obsolete or serve as competitive alternatives for lithium-based batteries, thus affecting the demand of copper foil. As a result, we may need to invest significant resources in

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research and development to maintain our market position, keep pace with technological advances and effectively compete in the future. Our failure to further refine and enhance our products or to keep pace with evolving technologies and industry standards could cause our products to become uncompetitive or obsolete, which could in turn reduce our market share and cause our revenue and profit to decline.

Our research and development initiatives may fail to enhance manufacturing efficiency or quality of our products.

We are making efforts to improve our manufacturing processes and efficiency and quality of our products. To pioneer in technological innovation in the industry, we plan to focus our research and development efforts on developing new categories of copper foil and cutting-edge manufacturing technologies, as well as improving existing manufacturing technologies and processes to address the urgent product design needs of our customers. In addition, we undertake research and development to enhance the quality of our products. We cannot assure you that such efforts will yield satisfactory results at a reasonable cost and improve the efficiency of manufacturing processes or yield products with expected quality. In addition, the failure to realize the intended benefits of our research and development initiatives could limit our ability to keep pace with rapid technological changes, which in turn would hurt our business and prospects.

Our failure to successfully execute our business expansion plans would have a material adverse effect on the growth of our sales and earnings.

Our future success depends, to a large extent, on our ability to expand our production capacity. We plan to establish factories in North America and Southeast Asia to capture rapid-growing local demands. Our expansion has required and will continue to require substantial capital expenditures, significant engineering efforts, timely delivery of manufacturing equipment and dedicated management attention, and is subject to significant risks and uncertainties, including:

Any of these or similar difficulties could significantly delay or otherwise constrain our ability to undertake our capacity expansion as currently planned, which in turn would limit our ability to increase sales, reduce marginal manufacturing costs or otherwise improve our prospects and profitability.

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In addition, we may have limited access to financing in order to fund working capital requirements, or may have to adjust the terms of our contracts with our suppliers or customers to accommodate their requests, or our suppliers and customers may be unable to perform their obligations under our existing contracts with them. Furthermore, we may be unable to secure new sales contracts, raw materials and equipment required for our production. The occurrence of any of these events would affect our ability to achieve economies of scale and higher utilization rates, which may in turn hinder our ability to expand our production capacity as planned.

Volatility in the price of copper and other raw materials makes our procurement planning challenging and could have a material adverse effect on our results of operations and financial condition.

We have established long-term relationships with some of our copper suppliers with a pricing mechanism based on monthly average copper price, and to a lesser extent, through spot market purchases. In recent years, the price of copper has fluctuated widely. We endeavor to pass along price variations to our customers. To the extent we may not be able to pass substantially all of the increased costs and expenses onto our customers, our net income margin, results of operations and financial condition may be materially and adversely affected.

In addition, we expect that the price of copper may become increasingly volatile, making our procurement planning challenging. For example, if we refrain from entering into more fixed-price, long-term supply contracts, we may miss opportunities to secure long-term supplies of copper at favorable prices if the price of copper increases significantly in the future. On the other hand, if we enter into more fixed-price, long-term supply contracts, we may not be able to renegotiate or otherwise adjust the purchase prices under such long-term supply contracts if the price declines. In each case, our business, financial condition and results of operations may be materially and adversely affected.

Our dependence on a limited number of suppliers of copper and other raw materials could prevent us from delivering our products in a timely manner to our customers in the required quantities, which may result in order cancelations, decreased revenue and loss of market share.

We rely on a limited number of raw material suppliers for the raw materials needed for our production. Copper is the primary raw material used in our manufacturing. In 2024 and 2025, purchases of copper accounted for 94.8% and 95.3% of our total raw material purchase amount, respectively. In the same periods, our five largest copper suppliers supplied in the aggregate 79.9% and 74.8%, respectively, of our total purchases by value. If we fail to develop or maintain our relationships with these or our other suppliers, we may be unable to manufacture our products, our products may only be available at a higher cost or after a long delay, or we could be prevented from delivering our products to our customers in the required quantities, at competitive prices and on acceptable terms of delivery. Problems of this kind could cause us to experience order cancelations, decreased revenue and loss of market share and we may incur liabilities to our customers. In general, the failure of a supplier to comply with their contractual obligations, supply copper and other raw materials that meet our quality, quantity and cost requirements in a timely manner due to lack of supplies or other reasons, could impair our ability to manufacture our products or could increase our costs, particularly if we are unable to obtain these materials and components from alternative sources in a timely manner or on commercially reasonable terms. Any disruption in the supply of copper or other significant raw materials to us may adversely affect our business, financial condition and results of operations.

Our dependence on a limited number of third-party suppliers for key manufacturing equipment could prevent us from the timely fulfillment of customer orders and successful execution of our expansion plan.

We rely on a limited number of equipment suppliers for certain manufacturing equipment, such as cathode drums and cathode drum surface grinding device. We also expect to rely on them to provide a substantial portion of the principal manufacturing equipment contemplated in our expansion plan. We have entered into contracts with these and other equipment manufacturers to purchase additional equipment from them for our planned expansion.

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If we fail to develop or maintain our relationships with these and other equipment suppliers, or should any of our major equipment suppliers encounter difficulties in the manufacturing or shipment of their equipment or spare parts to us, including due to natural disasters, adverse changes in international trade policies and rising political tensions, or failure to otherwise supply equipment or spare parts according to our requirements, an alternative supplier may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. As a result, the implementation of our expansion plan may be interrupted and our production could be adversely affected.

Increases in electricity costs or shortage or disruption of electricity supply may adversely affect our operations.

We consume a significant amount of electricity in our operations. Electricity prices in China have increased in the past few years. Moreover, with the rapid development of the PRC economy, demand for electricity has continued to increase. There have been shortages or disruptions in electricity supply in various regions across China, especially during peak seasons, such as the summer, or when there are severe weather conditions. Although we have not experienced any production disruption at our facilities due to power blackouts, any disruption in the power supply in the future could result in the loss of an entire production run and cause us to incur additional costs. We cannot assure you that there will not be further disruptions or shortages in our electricity supply or that there will be sufficient electricity available to us to meet our future production requirements.

In addition, continuous changes in government policies, including goals of carbon peak and carbon neutrality introduced by the Chinese government, may adversely affect the prices and supply of energy and utilities that are required in our production. Increases in electricity costs, shortages or disruptions in electricity supply may significantly disrupt our normal operations, cause us to incur additional costs and adversely affect our profitability.

Failure to achieve satisfactory production volumes or desired quality of our products could result in lost sales, reduced market acceptance of our products, increased costs and damage to our reputation.

The production of copper foil involves complex processes. Deviations in the manufacturing process can cause a substantial decrease in output and, in some cases, disrupt production significantly or result in no output. We have from time to time experienced lower-than-anticipated manufacturing output during the upgrade and transformation of production lines. As we bring additional lines or facilities into production, we may operate at less than intended capacity during the ramp-up period. This would result in higher marginal production costs and lower-than-expected output, which could have a material adverse effect on our results of operations.

Our success depends on our customers’ confidence that we can provide reliable, consistently high-quality products. Any defects or errors in the manufacturing process could also result in our inability to deliver products that meet the desired quality standards of our customers. Such problems or failures may subject us to claims from our customers, reduce the market acceptance of our products, and adversely affect our reputation, business, financial condition and results of operations.

We require a significant amount of cash to fund our operations and business expansion; if we cannot obtain additional capital on terms satisfactory to us when we need it, our growth prospects and future profitability may be materially and adversely affected.

We require a significant amount of cash to fund our operations. We will also need to raise funds for the expansion of our production capacity and other investing activities, as well as our research and development activities in order to remain competitive.

As of December 31, 2025, our current liabilities exceeded our current assets by RMB897.1 million (US$128.3 million). We suffered from net working capital deficiency that raises substantial doubt about our ability to continue as a going concern. We have implemented plans and improved our financial position by

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controlling discretionary capital expenditures and operational expenses and securing additional financing. In addition, we have obtained financial support from our major shareholder. As a result of the above, the substantial doubt regarding our ability to continue as a going concern has been alleviated. For details, see Note 2 to the consolidated financial statements, which are included elsewhere in this prospectus. We will continue to seek additional financings but we cannot assure you that our efforts will be successful. In addition, future acquisitions, expansions, market changes or other developments may cause us to require additional funds. Our ability to obtain external financing is subject to a number of uncertainties, including:

If we are unable to obtain funding in a timely manner or on commercially acceptable terms, or at all, our growth prospects and future profitability may be materially and adversely affected.

We are exposed to the credit risk of our contract counterparties, including the customers for our products, and any material nonpayment or nonperformance by our customers could adversely affect our financial results and cash generated from our operations.

We sell our products to certain customers on credit terms and allow them to delay payments of the full purchase price for a certain period of time after delivery of our products. As of December 31, 2024 and 2025, 66.8% and 64.1% of our total trade debtors, respectively, were due from our five largest customers. Credit sales to our customers increased and may continue to increase our working capital requirement, which may negatively impact our short-term liquidity. Although we have been able to maintain adequate working capital primarily through cash generated from shareholder financing activities, bank loans and other borrowings, and cash generated from our operating activities, we may not be able to continue to do so in the future and may need to secure additional financing for our working capital requirements. If we fail to secure additional financing on a timely basis or on terms acceptable to us, our financial conditions, results of operations and liquidity may be adversely affected. In addition, we are exposed to the credit risk of our customers to which we have made credit sales in the event that any of such customers becomes insolvent or bankrupt or otherwise does not make payments to us on time.

Our credit procedures and policies may not be adequate to fully eliminate counterparty credit risk. If we fail to adequately assess the creditworthiness of existing or future customers, or if their creditworthiness deteriorates unexpectedly, any resulting nonpayment or nonperformance by them could have an adverse impact on our results of operations, business and financial position, and cash generated from our operations.

Our international expansion is subject to various risk.

While we primarily operate in China, we have been preparing for a global expansion to meet the global production needs of our customers. International expansion may expose us to additional risks, including:

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If we are unable to effectively avoid or mitigate these risks, our ability to expand our business internationally will be affected, which could have a material adverse effect on our business, financial condition, results of operations and prospects. As we further expand into the international market, we are increasingly subject to additional legal and regulatory compliance requirements, including local licensing and periodic reporting obligations. We may inadvertently fail to comply with local laws and regulations; and any such violation could subject us to regulatory penalties, such as revocation of licenses, which would in turn harm our brand, reputation, business operation and financial results. Although we have policies and procedures in place to enhance compliance with local laws and regulations, there can be no assurance that our employees, contractors, or agents will stay compliant with these policies and procedures.

In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment and other obligations under our outstanding debt, which may have a material adverse effect on our operations and financial condition.

The terms of our indebtedness restrict our current and future operations, particularly our ability to respond to change or to take certain actions.

The agreements governing our outstanding indebtedness contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including, among other things, restrictions on our ability to:

In addition, certain borrowing agreements between our PRC operating subsidiaries with certain commercial banks in China contain financial covenants requiring such subsidiaries to maintain a debt-to-asset ratio of not more than 0.8 during the specified periods described therein. These restrictions could impede our ability to operate our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial tests and ratios. A breach of such covenants could result in an event of

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default unless we obtain a waiver to avoid such default. If we are unable to obtain a waiver, such a default may allow our creditors to accelerate the related debt and may result in the acceleration of, or default under, any other debt to which a cross-acceleration or cross-default provision applies. In the event our lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

We may not be able to manage our inventories effectively, which may affect our operations and financial results.

Our business and financial condition depend on our ability to effectively manage our inventories, which may be subject to changing market conditions. In order to successfully manage our inventories, we must estimate demand from our customers and produce products that substantially correspond to that demand. If we overestimate demand and thus produce too much of a particular product, we face a risk of inventory obsolescence, leaving us with inventory that we cannot sell profitably or at all. In addition, we may have to write down such inventory if we are unable to sell it for its recorded value. For example, we recorded inventory write-downs of RMB4.5 million and nil in 2024 and 2025, respectively. Conversely, if we underestimate demand and produce insufficient quantities of a product, we may be unable to satisfy customer demand on a timely basis, which may lead to damage to our brand and customer relationships, and adversely affect our revenue and operating results.

We had a net operating cash outflow in the past and may need to raise additional funds to finance operations.

We had a net operating cash outflow of RMB126.0 million and RMB81.3 million (US$11.6 million) for the years ended December 31, 2024 and 2025, respectively. To the extent that we have negative operating cash flow in future periods, we may need to allocate a portion of our cash reserves to fund our operations. We may also be required to raise additional funds through the issuance of equity or debt securities. We recorded a net operating cash outflow for the year ended December 31, 2025, and there can be no assurance that we will be able to maintain a positive cash flow from our operations, or that additional capital or other types of financing will be available when needed or that these financings will be on terms favorable or acceptable to our company. If we are unable to secure such additional financing in a future time, it may have a material adverse effect on our business, and we may have to limit operations in a manner inconsistent with our development and commercialization plans. If additional funds are raised through the issuance of equity securities or convertible debt securities, it will be dilutive to our shareholders and could result in a decrease in the trading price of the ADSs.

Misconduct by our employees during and before their employment with us could expose us to potentially significant legal liabilities, reputational harm and/or other damages to our business.

Many of our employees play critical roles in ensuring the quality of our products and services and/or our compliance with relevant laws and regulations. Certain of our employees have access to sensitive information and/or proprietary technologies and know-how. While we have adopted codes of conduct for all of our employees and implemented detailed policies and procedures relating to intellectual property, proprietary information and trade secrets, we cannot assure you that all of our employees will always abide by these codes, policies and procedures nor that the precautions we take to detect and prevent employee misconduct will always be effective. If any of our employees engages in any misconduct, illegal or suspicious activities, including fraud, negligence, vandalism, embezzlement or misappropriation or leakage of sensitive client information or proprietary information, we and such employees could be subject to legal claims and liabilities and our reputation and business could be adversely affected as a result.

In addition, while we have screening procedures during the recruitment process, we cannot assure you that we will be able to uncover misconduct of job applicants that occurred before we offered them employment, or that we will not be affected by legal proceedings against our existing or former employees as a result of their actual or alleged misconduct.

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We may be exposed to liabilities under various anti-bribery, anti-corruption or sanction laws and regulations. Any determination that we, our employees or our business partners have violated these laws and regulations could have an adverse effect on our business or our reputation.

We, and our business partners, are subject to anti-bribery, corruption, sanction and anti-money laundering obligations under applicable laws and regulations. If we, due to either our own deliberate or inadvertent acts or those of our employees or business partners, fail to comply with applicable anti-corruption laws, our reputation could be harmed and we could incur criminal or civil penalties, other sanctions and/or significant expenses, which could have an adverse effect on our business, including our financial condition, results of operations, cash flows and prospects.

Our policy mandates strict compliance with applicable trade laws applicable to our products. Nonetheless, our policies and procedures may not always protect us from actions that would constitute a violation of applicable laws. We may suffer reputational damage if certain of our products are sold through any intermediaries to any sanctioned entities or entities operating in sanctioned countries. Any such improper actions could subject us to civil or criminal penalties, including material monetary fines, and could damage our reputation and business prospects.

We are subject to extensive laws and regulations, including those related to environmental protection, health and safety production and construction; any failure to comply with these laws and regulations, or to obtain or maintain requisite government permits, licenses, certificates and approvals for our operations may result in adverse publicity and potentially significant monetary damages, fines and suspension of our business operations.

Our operations are subject to various laws and regulations, including those related to environmental protection, health and safety production and construction, and we are required to obtain and maintain valid permits, licenses, certificates and approvals from various governmental authorities for manufacturing copper foil. If we fail to comply with any of the regulations or meet any of the conditions required for the maintenance of our permits, licenses, approvals and certificates, our permits, licenses, approvals and certificates could be temporarily suspended or even revoked, or the renewal thereof, upon expiry of their original terms, may be delayed or rejected, which could materially and adversely impact our business, financial condition and results of operations. Any adverse publicity in this regard may also harm our reputation.

Specifically, with respect to construction, we are required to obtain planning and construction permits before commencement of building production facilities, and we are prohibited from commencing commercial operations of our manufacturing facilities until we have obtained the relevant approvals from governmental authorities under applicable laws and regulations, including those related to environmental protection. With respect to environmental protection, we generate, use and store sulfuric acid, hydrochloric acid, acetone, nitric acid and other dangerous chemicals, as well as wastes such as waste electrolyte, filter residue containing copper during our manufacturing processes, and are subject to a variety of government regulations related to the use, storage and disposal of such hazardous chemicals and waste. We are also required to resubmit an application for the approval of any change in the production capacity approved in the initial environmental impact assessment. In the past, there has been circumstance where the actual production capacity of certain manufacturing facility differs from the production capacity approved in the initial environmental impact assessment. While the competent environmental agency determines that this difference is due to a change in our production structure, and does not constitute a violation of the environmental impact assessment, there is still the possibility that other competent government authorities may view it as a violation where the actual production capacity exceeds the approved production capacity. We may face risks such as suspension of production or fines. With respect to health and safety protection, we have adequate systems and related training in place. However, we cannot assure you that accidents or other risk related to workplace injuries and occupational safety will not arise during our production activities or during the construction of production facilities. If a workplace accident occurs, we will not only be required to pay compensations and damages, but also be subject to penalties from regulatory authorities, including fines, suspension of relevant operation and construction, and even revocation of permits,

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licenses or approvals that are required for our operation and construction. Currently, a few production lines of certain PRC operating subsidiaries are undergoing the process of meeting the inspection criteria for production safety and occupational disease prevention. If we fail to complete these assessments or inspections, we may be required to suspend relevant productions and subject to fines.

Moreover, we are subject to periodic inspections, examinations, inquiries and audits by regulatory authorities and may be subject to suspension or revocation of the relevant permits, licenses, approvals or certificates, or fines or other penalties due to any non-compliance identified as a result of such inspections, examinations, inquiries and audits. We cannot assure you that we will be able to maintain or renew our existing permits, licenses, approvals and certificates or obtain future permits, licenses, approvals and certificates required for our continued operation on a timely basis or at all. In the event that we fail to comply with applicable laws and regulations or fail to maintain, renew or obtain the necessary permits, licenses, approvals or certificates, our qualification to conduct various businesses may be adversely impacted. Furthermore, any changes or amendments to such laws or regulations may cause us to incur additional compliance costs, capital expenditures and costs incurred to upgrade or modify our facilities, which we may not be able to pass on to customers, or other obligations or liabilities, which could decrease our capital and our ability to pursue developments in other areas. This in turn could result in delay in, or suspension of, relevant manufacturing or business operation activities, which could adversely and materially affect our business, results of operations, financial condition and prospects.

We have limited insurance coverage and may incur losses resulting from product liability claims.

We are exposed to risks associated with product liability claims in the event that the use of our products results in property damage or personal injury. Since our products are ultimately incorporated into lithium-ion batteries, PCBs and other downstream products, it is possible that users could be injured or killed by devices that use our products, whether as a result of product malfunctions, defects, improper installations or other causes. Due to our limited operating history, we are unable to predict whether product liability claims will be brought against us in the future or to predict the impact of any resulting adverse publicity on our business. The successful assertion of product liability claims against us could result in potentially significant monetary damages and require us to make substantial payments. We carry limited product liability insurance and may not have adequate resources to satisfy a judgment in the event of a successful claim against us.

Product manufacturing failure or disruptions, including as a result of catastrophic and other events beyond our control, could cause us to be unable to meet customer demands or increase our costs.

If operations at any of our manufacturing facilities were to be disrupted as a result of significant equipment failures, natural or man-made disasters, earthquakes, power outages, fires, explosions, terrorism, adverse weather conditions, labor disputes, public health epidemics such as COVID-19 or other catastrophic events or events outside of our control, we may be unable to fill customer orders and otherwise meet customer demand for our products. As a result, any of such events could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Following the outbreak of COVID-19, restrictions and disruption of transportation, including port closures and increased border controls or closures, have resulted in higher costs and extended delivery time, for shipping products to customers. Certain of our suppliers also faced challenges and had to adjust the regular delivery schedule of a small portion of raw materials we required. While our business, financial condition and results of operations had not been materially and adversely affected during the outbreak of COVID-19, COVID-19 itself has caused a global economic slowdown that may last for a potentially extended duration. Deteriorating economic and political conditions caused by COVID-19, such as increased unemployment, decreased capital spending, declines in consumer confidence, or economic slowdowns or recessions, could cause a decrease in market demand in downstream industry, and thereby harm our business. Prolonged or worsened COVID-19 or any other adverse public health developments could lead to a material adverse effect on our business, financial condition and results of operations and cash flows.

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Additionally, our manufacturing process involves complex and dangerous processes, requiring production in a controlled environment. As a result, our operations are subject to manufacturing risks, including, among others, the failure to achieve an acceptable success rate in the manufacturing of our products, and accidents associated with the use of hazardous, toxic or flammable raw materials and intermediate products. Interruptions in production, in particular at our manufacturing facilities, could increase our costs and reduce our sales. Any interruption in production capability could require us to make substantial capital expenditures to fill customer orders. In addition, we do not carry any business interruption insurance. Even if we decide to take out business interruption coverage, such insurance available in China offers limited coverage compared with that offered in many other countries. Any business interruption could result in substantial losses and diversion of our resources and materially and adversely affect our business, financial condition and results of operations.

Increasing focus with respect to environmental, social and governance matters may impose additional costs on us or expose us to additional risks. Failure to adapt to or comply with the evolving expectations and standards on environmental, social and governance matters from investors and the PRC government may adversely affect our business, financial condition and results of operations.

The PRC government and public advocacy groups have been increasingly focused on environmental, social and governance, or ESG, issues in recent years, making our business more sensitive to ESG issues and changes in governmental policies and laws and regulations associated with environment protection and other ESG-related matters. Regardless of the industry, increased focus from investors and the PRC government on ESG and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their perception and assessment of a company’s ESG practices. The environmental impact of copper foil manufacturing practices, such as water pollution, wastes and emissions, may subject us to further scrutiny with respect to ESG-related issues. Any ESG concern or issue could increase our regulatory compliance costs. If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the PRC government or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of the ADSs could be materially and adversely effected.

We face certain risks relating to the real properties that we own or lease.

Pursuant to PRC Land Administration Law, any entity that needs land for the purposes of construction must obtain land use right and must register with local counterparts of Natural Resources Ministry. Land use right is established at the time of registration. Occupying land illegally for construction without obtaining approval shall be ordered by the natural resources administrative department to return the illegally occupied land. The newly constructed buildings and other facilities on the illegally occupied land shall be confiscated and a fine shall be imposed simultaneously. As of the date of this prospectus, we have not acquired land use rights for part of land we have occupied, which may affect our future use of land.

In addition, under PRC laws, the owner of land use right must obtain construction land planning permit, construction works planning permit from the relevant municipal planning authority, and a construction permit from relevant construction authority in order to commence construction. We have not fully complied with certain construction requirements under PRC laws and regulations, such as engaging in construction without obtaining the permit for a planned construction project, which may expose us to potential monetary fines. We cannot apply for real estate licenses before obtaining the above permit.

Under PRC laws, construction or expansion of a building or a production facility is subject to various permits and approvals from different government authorities, including the environmental impact assessment procedure, the energy conservation review, the “three simultaneities” requirements for safety facilities, and “three simultaneities” requirements for the prevention and control of occupational diseases. As of the date of this prospectus, some of our construction projects failed to obtain all construction procedures. We are taking remedial measures necessary to obtain the requisite approvals and permits and follow the requisite requirements. However,

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we may not be able to obtain such approvals and permits or follow the requisite requirements in a timely manner or at all. If for any reason the relevant government authorities in China determine that we are not in compliance with PRC laws and regulations, we may be required to pay fines or we may be ordered to suspend our construction in progress.

Some of the ownership certificates or other similar documents evidencing ownership of certain leased properties have not been provided to us by the relevant lessors. There is a risk that such lessors may not be entitled to lease the relevant real properties to us. Therefore, the relevant lease agreements might be deemed unenforceable in accordance with relevant laws and regulations, and we could be forced to vacate these properties and relocate. We cannot assure you that suitable alternative locations are readily available on commercially reasonable terms, or at all, and if we are unable to relocate the affected operations in a timely manner, our business operations and financial condition may be adversely affected.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We have developed various production process related know-how and technologies in the production of our products. Such know-how and technologies play a critical role in our quality assurance and cost reduction. In addition, we have implemented a number of research and development programs with a view to develop techniques and processes that will improve production efficiency and product quality. Our intellectual property and proprietary rights arising out of these research and development programs will be crucial in maintaining our competitive edge in the industry.

We rely on a combination of patents, trademarks, copyrights, trade secrets and confidentiality agreements to protect our proprietary rights. As of December 31, 2025, we had 634 patents (including 50 invention patents), 168 pending patent applications, and 11 registered trademarks in China. We rely on a combination of trademark, copyright and patent law, trade secret protection and confidentiality and license agreements with our employees and others to protect our intellectual proprietary rights. In addition, any unauthorized use of our intellectual property by third parties may adversely affect our current and future revenues and our reputation.

There can be no assurance that our application for the registration with competent government authorities of intellectual property rights related to our current or future business will be approved, or our intellectual property rights will not be challenged or circumvented by third parties, or found by the relevant governmental or judicial authority to be invalid or unenforceable, or that our intellectual property will be sufficient to provide us with competitive advantages. From time to time, we may encounter difficulties registering our trademarks or other intellectual properties or have disputes with third parties regarding our intellectual properties. If the relevant intellectual properties could not be registered, we may fail to prevent others from using such intellectual properties, and our business, financial condition and results of operations may be materially and adversely affected.

Due to the enforcement of laws and regulations relating to intellectual property requires meeting procedural requirements and incurs costs, protection of intellectual property rights by laws may be time-consuming and costly, and we may not be able to achieve our desired results. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive. Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and we cannot assure you that the steps we have taken or will take will prevent misappropriation of our intellectual property. Potential unauthorized disclosure or misappropriation of our intellectual property may reduce our trade secret protection and allow our potential competitors to access and exploit our proprietary technology, which will harm our competitive edge, and materially and adversely affect our business, financial condition and results of operations. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

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In addition, as our patents may expire and may not be extended and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights may not protect us effectively. In particular, we may not be able to prevent others from developing or exploiting competing technologies, which could have a material and adverse effect on our business operations, financial condition and results of operations.

We may need to defend ourselves against infringement or misappropriation claims by third parties, which may be time-consuming and, if determined adversely to us, could cause us significant damage awards.

Our success depends on our ability to use and develop our technology and know-how and to manufacture and sell our copper foil products without infringing the intellectual property or other rights of third parties. We may be subject to litigation involving claims of patent infringement or violation of intellectual property rights of third parties. The validity and scope of claims relating to copper foil technology patents involve complex scientific, legal and factual questions and analyzes and, therefore, may be highly uncertain. The defense and prosecution of intellectual property suits, patent opposition proceedings, trademark disputes and related legal and administrative proceedings can be both costly and time consuming and may significantly divert our resources and the attention of our technical and management personnel. An adverse ruling in any such litigation or proceedings could subject us to significant liability to third parties, or require us to seek licenses from third parties, to pay ongoing royalties, or to redesign our products or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation.

Our directors, officers and principal shareholders have substantial influence over our company and their interests may not be aligned with the interests of our other shareholders.

Mr. Guanran Wang, our chairman and co-chief executive officer, beneficially owns 51.3% of the total voting power of our total issued and outstanding ordinary shares immediately upon completion of this offering, assuming the underwriters do not exercise their over-allotment option. Mr. Guanran Wang and our other directors and officers have and will continue to have substantial influence over our business, including significant corporate actions such as change of directors, mergers, change of control transactions and other significant corporate actions.

In addition, our directors, officers, and principal shareholders may take actions that are not in the best interest of us or our other shareholders. For instance, they could attempt to delay or prevent a change in control of our company, even if such change in control would benefit our other shareholders. The concentration of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the ADSs. These actions may be taken even if they are opposed by shareholders, including those who purchase ADSs in this offering. In addition, the significant concentration of share ownership may adversely affect the trading price of the ADSs due to investors’ perception that conflicts of interest may exist or arise.

Certain facts, forecasts and statistics contained in this prospectus are derived from a third-party report and publicly available official sources and they may not be reliable.

Certain facts, forecasts and other statistics contained in this prospectus relating to China, the PRC economy and the industry in which we operate have been derived from various official government publications or other third-party reports. We have taken reasonable care in the reproduction or extraction of the official government publications or other third-party reports for the purpose of disclosure in this prospectus, however, we cannot guarantee the quality or reliability of such source materials. They have not been prepared or independently verified by us, the underwriters or any of their respective affiliates or advisers and, therefore, we make no representation as to the accuracy of such statistics, which may not be consistent with other information compiled within or outside the PRC. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice, such statistics in this prospectus may be inaccurate or may not be

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comparable to statistics produced with respect to other economies. Further, there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy as the case may be in other jurisdictions. In all cases, investors should give consideration as to how much weight or importance they should attach to or place on such facts.

Economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without actual economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act of the Cayman Islands, or the Substance Act, came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019, onwards. As we are a Cayman Islands company, compliance obligations include filing annual notifications for our company, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. As it is a new regime, it is anticipated that the Substance Act will evolve and be subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act.

Risks Related to Doing Business in China

Our and our subsidiaries’ operations in China are governed by PRC laws and regulations, and risks and uncertainties with respect to the PRC legal system could adversely affect us. Rules and regulations in China can change quickly with little advance notice. The PRC government may intervene with or influence our and our subsidiaries’ operation at any time. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies like us. Any such actions could significantly limit or completely hinder our ability to list on a U.S. or other foreign exchanges or to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Most of our operating entities are incorporated under and governed by the laws of the PRC. Our and our subsidiaries are subject to laws and regulations applicable to foreign-invested enterprises as well as various Chinese laws and regulations generally applicable to companies incorporated in China. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules and enforcement of these laws, regulations and rules involves uncertainties. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims, which may be exploited by third parties through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us. Furthermore, administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

The PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations at any time. The PRC regulatory authorities have recently published new policies that affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future further release regulations or policies regarding our industry that could adversely affect our business, results of operations, financial condition and prospects. Furthermore, the PRC regulatory authority has also recently published new regulations and guidance to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign

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investment in China-based companies like us. Any restrictive action, once taken by the PRC regulatory authority, could significantly limit or completely hinder our ability to list on a U.S. or other foreign exchanges or to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. We cannot assure you that we will be able to comply with these new laws and regulations in all respects, and we may be ordered to rectify, suspend or terminate any actions or services that are deemed illegal by the regulatory authorities and become subject to material penalties, which may materially harm our business, results of operations, financial condition and prospects, as well as the value of the ADSs.

Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viability of our current corporate structure and operations.

Laws regulating foreign investment in China include the PRC Foreign Investment Law, or the PRC FIL, and the Regulation on Implementing the PRC Foreign Investment Law, or the Implementation Regulations, both effective from January 1, 2020. The PRC FIL specifies that foreign investments shall be conducted in line with the “negative list” to be issued or approved to be issued by the State Council. While we do not operate in an industry that is currently subject to foreign investment restrictions or prohibition in China, it is uncertain whether our industry will be named in an updated “negative list” to be issued in the future. If our industry is added to the “negative list,” or if the PRC regulatory authorities otherwise decide to limit foreign ownership in our industry and/or disallow our holding company structure in the future, there could be a risk that we would be unable to do business in China as we are currently structured. If any new laws and/or regulations on foreign investments in China are promulgated and implemented, such changes could have a significant impact on our current corporate structure, which in turn could have a material adverse impact on our business and operations, our ability to raise capital and the market price of the ADSs. In such event, despite our efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue our operations in China, we may experience material changes in our business and results of operations, our attempts may prove to be futile due to factors beyond our control, and the value of the ADSs you invest in may significantly decline or become worthless.

Changes in economic, political or social conditions or government policies in China and globally, or uncertainties in international trade and rising political tensions, particularly between the U.S. and China, could have a material adverse effect on our business, financial condition and results of operations.

We conduct substantially all of our operations in China, and although some of our products are exported abroad, substantially all of our revenue is derived from our operations in China. Accordingly, our results of operations and prospects are, to a significant degree, subject to economic, political and legal developments in China. The economy of China can differ from the economies of other countries in many respects, including the extent of regulatory authorities’ involvement, its level of development, its growth rate and its control over foreign exchange. In recent years, the PRC regulatory authorities have implemented measures emphasizing market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises. However, state-owned enterprises are still playing a key role in the economy of China. Governmental authorities continue to play a significant role in regulating industrial development in China. They also exercise significant influence over China’s economic growth through setting monetary policies, guiding markets, imposing regulation, regulating foreign exchange and so forth. They also can exercise significant regulatory power on the ability of a China-based company, such as our company, to conduct its business.

The global macroeconomic environment faces significant challenges in the near-term future. For example, there is considerable uncertainty about the short and long-term economic impact of the monetary and fiscal policies adopted by the central banks and government authorities of some of the world’s leading economies, including the United States and China. There have also been concerns about the current and future relationship between the United States and China. Recently, there have been changes in international trade policies and rising political tensions, particularly between the U.S. and China, but also as a result of the war in Ukraine and sanctions on Russia. For instance, the U.S. government has in the past imposed, additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing additional, new, or

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higher tariffs on certain products imported from the United States. For details, see “—Changes in tariffs may adversely affect our business, financial condition and results of operations.”

Furthermore, changes in tax laws (including changes relating to clean energy tax incentives in the United States) may affect the purchase policy of EV or EV battery manufacturers or other participants in the clean energy market and may increase competition between the U.S. and China in global supply chains. In addition, deterioration in political conditions and abrupt changes in Sino-U.S. relations are difficult to predict and could adversely affect China’s overall economic and market conditions and consequently our business, operating results and financial condition. Moreover, any ongoing controversies between the United States and China, whether or not related to our business, could cause investors to be unwilling to hold or buy the ADSs and consequently cause the trading price of the ADSs to decline. Any adverse change in the economic conditions in China, laws, regulations and governmental policies in China could have a material adverse effect on our business, financial condition and results of operations.

Geopolitical tensions and disruptions in the international trading and investment environment may seriously decrease our international sales and affect our operations.

We sell our products on a worldwide basis. As a result, government regulations and policies restricting international trade and investment, such as economic or trade sanctions, export controls, tariffs or foreign investment filings and approvals, may affect the demand for our products, impact the competitive position of our products, prevent us from offering products in certain countries, limit our customers’ ability to sell their products abroad, or disrupt our research and development activities. Prolonged or increased use of such measures may negatively impact the growth of the global copper foil industry, resulting in declines in copper foil sales from which we generate our revenue through our products.

Disruptions in the international trading environment, including those caused by adverse changes in foreign government regulations, political unrest, international economic downturns, terrorist attacks and military unrest, may affect the demand for our products and change the terms upon which we sell our products overseas, which could seriously decrease our international sales. In addition, our ability to compete effectively could be materially and adversely affected by a number of factors relating to international trade regulation. Failure to comply with trade regulations could restrict our ability to export products, resulting in a decrease in our international sales.

Moreover, there have been U.S. government policies restricting outbound investment in China. In October 2024, the U.S. Department of the Treasury (the “Treasury”) issued the Provisions Pertaining to U.S. Investments in Certain National Security Technologies and Products in Countries of Concern (the “Outbound Investment Rule”). The Outbound Investment Rule, effective on January 2, 2025, targets investments involving persons and entities associated with “countries of concern,” currently only China (including Hong Kong and Macau), and it imposes investment prohibition and notification requirements on a wide range of investments in companies engaged in activities relating to three sectors: (i) advanced microchips and microelectronics, (ii) quantum information technologies, and (iii) artificial intelligence systems. Under the Outbound Investment Rule, entities with meaningful ties with a country of concern and engaged in activities relating to the three sectors are defined as covered foreign persons. U.S. persons subject to the Outbound Investment Rule are prohibited from making, or required to report, certain investments in covered foreign persons, which are defined as “covered transactions,” and include acquisitions of equity interests and contingent equity interests, certain debt financing, joint ventures, and certain investments as a limited partner in a non-U.S. person pooled investment fund. Violations of the Outbound Investment Rule can result in civil and, in the case of knowing violations, criminal penalties. The Outbound Investment Rule excludes some investments from the scope of covered transactions, including an exception for investment in publicly traded securities (the “publicly traded securities exception”).

The Outbound Investment Rule may develop, expand and introduce new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of China-based issuers including us. In February 2025, U.S. President Donald Trump released the America First Investment Policy Memorandum,

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outlining several initiatives to incentivize investment from U.S. allies and partners while restricting investments involving “foreign adversaries” including China. Among other things, the policy aims to expand the industry sectors covered by the Outbound Investment Rule and supplement outbound restrictions through the imposition of sanctions. The proposed restrictions may further increase uncertainties for cross-border collaboration, investment, and funding opportunities of companies with operations in China.

Although we do not believe we are a covered foreign person subject to the Outbound Investment Rule, we cannot assure you that the Treasury will not make contradictory interpretations. If we were to be deemed a “covered foreign person” (as defined in the Outbound Investment Rule), U.S. persons or U.S. parents of non-U.S. persons would need to assess whether their investments in our equity interests would require them to file a notification with the Treasury pursuant to the Outbound Investment Rule. Investors should consult their own legal counsel regarding the applicability of the publicly traded securities exception to this offering, the notification obligations or prohibitions, if any, applicable to them under the Outbound Investment Rule, and the procedures for filing any such notifications.

In addition, there is possibility that the Outbound Investment Rule could still limit or even eliminate our ability to raise capital or contingent equity capital from U.S. investors after this offering given that relevant laws, regulations, and policies continue to evolve and we cannot rule out the possibility of being deemed a covered foreign person in the future due to different views taken by the Treasury, potential amendments to the Outbound Investment Rule or the introduction of similar regulations. For example, the Trump administration has indicated that the policies underlying the Outbound Investment Rule are under review and that it may expand the program. In addition, various legislative proposals, including the Comprehensive Outbound Investment National Security Act of 2025 (the “COINS Act”) as part of the National Defense Authorization Act for Fiscal Year 2026, which was recently signed into law, would supersede the Outbound Investment Rule following the adoption of implementing regulations, the content of which is uncertain. If our ability to raise such capital is significantly and negatively affected by the Outbound Investment Rule, the COINS Act or similar laws and regulations, it could be detrimental to our business, financial condition and prospects. Furthermore, changes to the publicly traded securities exception or other aspects of the Outbound Investment Rule or the COINS Act could prohibit the purchase or trading of the ADSs by U.S. persons, impose new notification or other regulatory requirements, or make the ADSs less attractive to such investors. In such case, the value of the ADSs and/or our ordinary shares may significantly decline, or in extreme cases, become worthless.

Therefore, rising political tensions could reduce levels of trade, investment, technological exchange, and other economic activities between the United States and China, which would have a material adverse effect on global economic conditions and the stability of global financial markets as well as our and our customers’ business, prospects, financial condition and results of operations.

Changes in tariffs may adversely affect our business, financial condition and results of operations.

The global trade landscape is currently highly volatile. Various countries have implemented new or modified tariffs and other countries are considering them.

We are closely monitoring potential changes in international trade policy and assessing the potential impact these and other trade policy changes may have on our business operations and financial performance. In particular, tensions between the United States and China in recent years have led to additional or higher tariffs imposed by the United States on products imported from China and restrictions on the sale of certain products into the United States. China has responded by imposing, and proposing to impose, additional or higher tariffs on products imported from the United States, restricting certain exports and other measures. Beginning from April 2025, the United States imposed significant new tariffs on imports from China responded with higher tariffs on its imports from the U.S. Both countries reversed most of these tariff increases, but the overall rates are much higher than historical averages. Most recently, on July 24, 2026, the United States imposed an additional 12.5% tariff on imports from China under Section 301 of the Trade Act of 1974. While China has criticized the new

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Section 301 tariffs, they have not yet announced retaliatory measures. There remains significant uncertainty about future tariff policies of the United States and China’s responses to these policies.

Given ongoing discussions between the United States and its trade partners, there remains significant uncertainty about whether the United States may further change the scope, level and interpretation of tariffs it imposes. The tariffs imposed by the United States have led and may in the future lead to retaliatory measures taken by other countries. We continually monitor the global trade environment for new and/or changing tariffs, retaliatory actions, trade agreements, export restrictions, sanctions or other restrictions that may impact us or our supply chain or customers.

As our customers are located in multiple countries worldwide, any additional tariffs and trade barriers imposed by the United States or other countries on copper foil may further reduce demand for our products and result in material adverse impact on our business, financial condition and results of operations.

Risks associated with the PRC legal system could have a material adverse effect on us.

Our operating subsidiaries are incorporated under and governed by the laws of the PRC. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference, but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. As a significant part of our business is conducted in China, our operations are principally governed by PRC laws and regulations. However, since the PRC legal system continues to evolve rapidly, existing laws and regulations can be amended from time to time, and it may take a lengthy period of time to develop clear interpretations and effective implementations of newly issued or amended laws, regulations and rules. This may limit legal protections available to us. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company, such as our company, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities could impose material sanctions or penalties on us. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be difficult to predict the outcome of administrative and court proceedings. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

Furthermore, if regulatory authorities adopt more stringent standards with respect to environmental protection or corporate social responsibilities, we may incur increased compliance costs or become subject to additional restrictions in our operations. In addition, we cannot predict the effects of future regulatory developments on our business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties development could limit the legal protections available to us and our investors, including you. Moreover, litigation may be protracted and result in substantial costs and diversion of our resources and management attention.

Recent regulatory developments in China may subject us to additional regulatory review and disclosure requirements, or otherwise restrict or hinder our ability to offer securities and raise capital outside China, which could adversely affect our business operations and cause the value of our securities to significantly decline or become worthless.

The PRC government has authority to exert regulatory power on a company with operations in China, including our PRC subsidiaries, to conduct its business, and may influence over the manner of its operations if a company failed to meet regulatory requirements. In recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China.

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On February 7, 2021, the Antimonopoly Commission of the State Council of the PRC promulgated the Guidelines for Anti-monopoly in the field of Platform Economy. On November 15, 2021, the State Administration for Market Regulation of the PRC promulgated the Guidelines for the Overseas Anti-monopoly Compliance of Enterprises. We believe that these regulations have little impact on us, but we cannot guarantee that regulators will agree with us or that these regulations will not affect our business operations in the future.

On July 30, 2021, the State Council of the PRC promulgated the Regulation on the Protection of the Security of Critical Information Infrastructure, which took effect on September 1, 2021. This regulation requires, among other things, certain competent authorities to identify critical information infrastructures. If any critical information infrastructure is identified, the relevant authorities shall promptly notify the relevant operator and the Ministry of Public Security. On September 24, 2024, the State Council announced the Regulations on the Administration of Cyber Data Security (《网络数据安全管理条例》) (the “Cyber Data Security Regulations”), which became effective on January 1, 2025. It regulates that cyber data processors who carry out cyber data processing activities that affect or may affect national security shall undergo national security review in accordance with relevant state regulations. In addition, the Cyber Data Security Regulations also regulate other specific requirements in respect of the data processing activities conducted by cyber data processors in the view of personal data protection, important data safety, cyber data cross-broader safety management and obligations of network platform service providers. In addition, the CAC and several other departments under the State Council promulgated the Measures for Cybersecurity Review on December 28, 2021, which became effective on February 15, 2022. According to this regulation, critical information infrastructure operators, or “CIIOs,” purchasing network products and services and data processors carrying out data processing activities, which affect or may affect national security, are required to conduct cybersecurity review. On July 7, 2022, the CAC issued the Measures for the Security Assessment of Outbound Data Transfer, which became effective on September 1, 2022. In accordance with the Measures for the Security Assessment of Outbound Data Transfer, a data processor should apply to the CAC for a security assessment under certain circumstances, including (i) where a data processor provides important data abroad; (ii) where a critical information infrastructure operator or a data processor processing personal information of over one million people provides personal information abroad; (iii) where a data processor has provided personal information of 100,000 people or sensitive personal information of 10,000 people in total abroad since January 1 of the previous year; and (iv) other circumstances prescribed by the CAC. Moreover, the Security Assessment Measures provide that for non-compliant cross-border data transfers that had been carried out before this regulation came into effect, rectification must be completed within six months from the effective date of the regulation. As of the date hereof, we have not been involved in any investigations on cybersecurity review made by the CAC, and we have not received any inquiry, notice, warning, or sanctions in such respect. We believe that these regulations are not applicable to us, and we are not required under the Cybersecurity Review Measures to apply for a cybersecurity review in connection with the contemplated listing of the ADSs on the NYSE, because we are neither a CIIO nor a data processor within the meanings of these regulations. However, as these are new regulations, there remains uncertainties as to how they will be interpreted or implemented in the context of an overseas offering. We cannot guarantee that the regulators will agree with us. We cannot rule out the possibility that we or certain of our customers, may be deemed as a CIIO. If we are deemed as a CIIO, our purchases of network products or services, if deemed to be affecting or may affect national security, will need to be subject to cybersecurity review, before we can enter into agreements with relevant suppliers, and before the conclusion of such procedures, we are not allowed to purchase products or services from our suppliers. Additionally, if any of our customers is deemed as a CIIO, our provision of products or services, if deemed to be affecting or may affect national security, will need to be subject to cybersecurity review, before we can enter into agreements with the relevant customer, and before the conclusion of such procedures, the customer will not be allowed to use our products or services.

The PRC government has also adopted new rules to request China-based companies to fulfill relevant filing procedure and report relevant information to the CSRC for overseas offerings. See“—The filing with the China Securities Regulatory Commission is required, and the approval of other PRC government authorities may be required, in connection with this offering under PRC law, and we cannot predict whether or for how long we will be able to obtain such approval.” Any actions by the PRC government to exert stricter regulation over offerings

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that are conducted overseas or foreign investment in companies having operations in China, including us, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors if we fail to comply with regulatory requirements, and cause the value of our securities to significantly decline or become worthless.

The filing with the China Securities Regulatory Commission is required, and the approval of other PRC government authorities may be required, in connection with this offering under PRC law, and we cannot predict whether or for how long we will be able to obtain such approval.

On February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises, or the Trial Measures, which became effective on March 31, 2023. On the same date, the CSRC circulated Supporting Guidance Rules No. 1 through No. 5, Notes on the Trial Measures, Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and relevant CSRC Answers to Reporter Questions, or collectively, the Guidance Rules and Notice, on CSRC’s official website. Under the Trial Measures and the Guidance Rules and Notice, unless otherwise stipulated, domestic enterprises conducting overseas securities offering and listing, either directly or indirectly, shall complete filings with the CSRC pursuant to the Trial Measures’ requirements within three working days following the submission of an application for initial public offering or listing. Starting from March 31, 2023, domestic enterprises that have submitted valid applications for overseas offerings and listings but have not obtained the approval from relevant overseas regulatory authority or overseas stock exchange shall complete filings with the CSRC for such offerings, and the CSRC must have concluded the filing procedure and published the filing results on the CSRC website, prior to the completion of the overseas offerings and listings. Under the Trial Measures, such filings shall include, among others, (i) a filing report, (ii) regulatory opinions, filing or approval documents issued by the competent authorities of the industry concerned (if applicable), (iii) opinions on the security assessment and review issued by the relevant competent department of the State Council (if applicable), (iv) legal opinions and undertakings issued by PRC counsel, and (v) the listing documents.

In addition, on February 24, 2023, the CSRC, the Ministry of Finance, or MOF, the National Administration of State Secrets Protection and the National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which became effective on March 31, 2023, according to which, overseas securities regulators and competent overseas authorities may request to inspect, investigate or collect evidence from a domestic company concerning its overseas offering and listing or from the domestic securities companies and securities service providers that undertake relevant businesses for such domestic companies, such inspection, investigation and evidence collection shall be conducted under a cross-border regulatory cooperation mechanism, and the CSRC or other competent Chinese authorities will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanisms. The domestic company, securities companies and securities service providers shall first obtain approval from the CSRC or other competent Chinese authorities before cooperating with the inspection and investigation by the overseas securities regulator or competent overseas authority, or providing documents and materials requested in such inspection and investigation. The Confidentiality and Archives Administration Provisions are relatively new, and, therefore, the interpretation and implementation of which still remain to be tested and confirmed through practical application. We have completed the requisite filing procedures with the CSRC for this offering and obtained the CSRC Notice of Filing for Overseas Offering and Listing in connection with this offering on December 12, 2025.

Furthermore, if there are any other inquiries, approvals, filings and/or other administration procedures to be obtained from or completed with the CSRC, CAC or other PRC regulatory agencies as required by any applicable laws and regulations for this offering or due to the continued legal and regulatory compliance status of the Company and/or our controlling shareholders, whether prior to or following the completion of this offering, we cannot assure you that we can obtain the required approval or complete the required filings or other regulatory procedures in a timely manner, or at all. Any failure to obtain the relevant approvals or complete the filings and other relevant regulatory procedures in a manner satisfactory to the relevant PRC regulatory agencies

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may subject us to regulatory requests, actions or other sanctions from relevant PRC regulatory agencies, which may have a material adverse effect on our business, financial condition or results of operations as well as the trading in our securities.

Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it is unable to inspect or investigate completely our auditor, and as a result, U.S. national securities exchanges, such as the NYSE, may determine to delist the ADSs.

Our independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Our auditor is located in China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely, without the approval of the Chinese authorities. The inability of the PCAOB to conduct inspections of auditors in China in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. As a result, investors were deprived of the benefits of such PCAOB inspections.

In recent years, U.S. regulatory authorities have continued to express their concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. More recently, as part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China’s, the United States enacted the Holding Foreign Companies Accountable Act, or the HFCAA, in December 2020. Trading in our securities on U.S. markets, including the NYSE, may be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese Mainland and Hong Kong, or the 2021 Determinations, including our auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in Chinese Mainland and Hong Kong in 2022. The PCAOB vacated its previous 2021 Determinations accordingly. As of the date of this prospectus, the PCAOB had not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA for the fiscal year ended December 31, 2025. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in Chinese Mainland and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in Chinese Mainland and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future.

Whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in Chinese Mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in Chinese Mainland and Hong Kong in the future and states that it has already made plans to resume regular inspections in the future. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the Chinese Mainland and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of our securities.

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If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in Chinese Mainland and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year. If we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited. A delisting of the ADSs would materially and adversely affect the value of the securities and may impact your ability to sell your ADSs.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on United States or other foreign laws, against us, our directors, executive officers or the expert named in this prospectus. Therefore, you may not be able to enjoy the protection of such laws in an effective manner.

We conduct our operations mainly in China, and our assets are mainly located in China. In addition, a majority of our directors and executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon us, our directors and executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Even if you obtain a judgment against us, our directors, executive officers or the expert named in this prospectus in a U.S. court or other court outside China, you may not be able to enforce such judgment against us or them in China. In China, the recognition and enforcement of foreign judgments are basically provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the Cayman Islands or many other countries and regions. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment if it is decided as having violated the basic principles of PRC laws or national sovereignty, security or public interest. Therefore, recognition and enforcement in China of judgments of a court in any of these jurisdictions may be difficult or impossible.

The SEC, U.S. Department of Justice and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including their directors and officers, in certain emerging markets, including China. Legal and other obstacles to obtaining information needed for investigations or litigation or to obtaining access to funds outside the United States, lack of support from local authorities, and other various factors make it difficult for the U.S. authorities to pursue actions against non-U.S. companies and individuals, who may have engaged in fraud or other wrongdoings.

Additionally, you may not be able to bring original actions in China based on the U.S. or other foreign laws against us, our directors, executive officers or the expert named in this prospectus. As a result, shareholder claims that are common in the U.S., including class actions based on securities law and fraud claims, are difficult or impossible to pursue as a matter of law and practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the United States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law is not yet available, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by investors in protecting your interests. Therefore, you may not be able to effectively enjoy the protection offered by the U.S. laws and regulations that are intended to protect public investors.

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We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any regulation or limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

Londian Wason is a Cayman Islands holding company and we rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and services of any debt we may incur. Our PRC subsidiaries’ ability to distribute dividends is based upon its distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

The People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures since 2016, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or the SAFE Circular 3, issued on January 18, 2017, provides that the banks shall, when dealing with dividend remittance transactions from domestic enterprise to its offshore shareholders of more than US$50,000, review the relevant board resolutions (or resolutions of partners), original tax filing form and audited financial statements of such domestic enterprise based on the principle of genuine transaction. The PRC government may strengthen its capital controls from time to time and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC resident enterprises unless reduced under treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are tax resident. According to an arrangement between Chinese Mainland and Hong Kong, a tax rate of 5% will be applicable to dividends payable by a Chinese company to its Hong Kong shareholder, provided that its Hong Kong shareholder is entitled to hold 25% or more of the equity of the Chinese company. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and statutory requirements on currency conversion may restrict or delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business.

Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to our PRC subsidiaries are subject to registration with SAMR or its local counterpart and registration with a local bank authorized by SAFE. In addition, (i) any foreign loan procured by our PRC subsidiaries is required to be registered with SAFE or its local branches and (ii) any of our PRC subsidiaries may not procure loans which exceed the difference between its total investment amount and registered capital or, as an alternative, they may only procure loans subject to the calculation approach and limitation as provided by the People’s Bank of China.

On March 30, 2015, SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect as of June 1, 2015. SAFE Circular 19 launched a nationwide reform of the administration of the settlement

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of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective on June 9, 2016. Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including, but not limited, to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. On October 23, 2019, SAFE further issued the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-Border Trade and Investment, or the Circular 28, which took effect on the same day. Circular 28 allows non-investment foreign-invested enterprises to use their capital funds to make equity investments in China as long as such investments do not violate then effective negative list for foreign investments and the target investment projects are genuine and in compliance with laws. In addition, Circular 28 stipulates that qualified enterprises in certain pilot areas may use their capital income from registered capital, foreign debt and overseas listing, for the purpose of domestic payments without providing authenticity certifications to the relevant banks in advance for those domestic payments. As this circular is relatively new, its interpretation and application and any other future foreign exchange-related rules are subject to regulatory development. On January 5, 2023, the NDRC promulgated the Administrative Measures for Examination and Registration of Medium and Long-term Foreign Debts of Enterprises, or Circular 56, which took effect on February 10, 2023. Circular 56 requires that Chinese enterprises and overseas enterprises controlled by them, as well as enterprises whose main business activities are in China, in the name of enterprises registered overseas, borrow debt instruments of more than one year from overseas based on the rights and interests of Chinese enterprises, are subject to the approval of NDRC. Violations of these circulars could result in severe monetary or other penalties.

Statutory requirements on currency conversion may limit our foreign exchange transactions, including dividend payments on the ADSs.

The PRC government imposes statutory requirements on the convertibility of the Renminbi into foreign currencies, including conversion limits, and, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our Cayman Islands holding company primarily relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from, or registration with, appropriate government authorities is or their authorized agencies such as commercial banks required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE or its authorized agencies such as commercial banks approval or registration to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt owed to entities outside China, or to make other capital expenditure payments outside China.

Additionally, the PRC government may enact stricter regulatory measures to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the ADSs.

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Fluctuations in exchange rates could have an adverse effect on our results of operations and the value of your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up its Special Drawing Rights, or the SDR, and decided that with effect from October 1, 2016, the Renminbi is considered to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows out of China. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

There remains significant international pressure on the Chinese government to adopt a flexible currency policy to allow the Renminbi to appreciate against the U.S. dollar. Significant revaluation of the Renminbi may have a material adverse effect on your investment. All of our revenue and costs are denominated in Renminbi. Any significant revaluation of Renminbi may adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, the ADSs in U.S. dollars.

To the extent that we need to convert U.S. dollars we receive from this offering or other capital markets transactions or borrowings outside China into Renminbi for our operations, capital expenditures and working capital and other business purposes, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, a significant depreciation of Renminbi against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of the ADSs, and if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or the ADSs, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified, as we are required to comply with strict statutory requirements on conversion of Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

Certain PRC regulations may affect our ability to pursue growth through acquisitions.

Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, establish additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. For example, such regulation requires, among other things, that the PRC Ministry of Commerce, or MOFCOM, be notified in advance of any change-of-control transaction in which a foreign investor takes control of an affiliated PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC

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time-honored brand. Moreover, the Anti-Monopoly Law requires that the anti-monopoly enforcement authority of the State Council should be notified in advance of any concentration of undertaking if certain thresholds are triggered. Transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the anti-monopoly enforcement authority of the State Council before they can be completed. In addition, the PRC national security reviews rules which became effective in September 2011 requiring mergers and acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. On December 19, 2020, the NDRC and MOFCOM jointly promulgated the Measures on the Security Review of Foreign Investment, effective on January 18, 2021, setting forth provisions concerning the security review mechanism on foreign investment, including the types of investments subject to review, review scopes and procedures, among others. The Office of the Working Mechanism of the Security Review of Foreign Investment, or the Office of the Working Mechanism, will be established under NDRC, which will lead the task together with MOFCOM. Foreign investors or relevant parties in China must declare the security review to the Office of the Working Mechanism prior to the investments in, among other industries, important information technology and internet products and services, important financial services, key technologies and other important fields relating to national security, and obtain de facto control in the target enterprise. We may pursue potential strategic acquisitions that are complementary to our business and operations. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from MOFCOM, NDRC or other relevant government agencies, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Round-trip Investment Through Special Purpose Vehicles, or SAFE Circular 37. SAFE Circular 37 requires PRC residents to register with SAFE or its local branches in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. See “Regulation—Regulations Related to Foreign Exchange Registration of Offshore Investment by PRC Residents and Employee Stock Incentive Plans.”

We are committed to complying with and to ensuring that our shareholders and beneficial owners who are subject to these regulations will comply with the relevant SAFE rules and regulations. However, due to the implementation of the regulatory requirements by the PRC authorities may be updated or revised from time to time and need to be determined on the specific circumstances, such registration might not be always practically available in all circumstances as provided in those regulations.

We have requested shareholders or beneficial owners who directly or indirectly hold shares in our Cayman Islands holding company and are known to us as being PRC residents to complete their registration with or to obtain approval by the local SAFE, the National Development and Reform Commission, or the NDRC, or MOFCOM branches. However, we may not be informed of the identities of all the PRC individuals or entities holding direct or indirect interest in our company, nor can we compel our beneficial owners to comply with the SAFE registration requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents have complied with, and will in the future make, obtain or update any applicable registrations or approvals required by SAFE, NDRC and MOFCOM regulations. Any failure or inability by such shareholders, beneficial owners or our subsidiaries to comply with SAFE, NDRC and MOFCOM regulations

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may subject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiary’s ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

Any failure to comply with PRC regulations regarding the registration requirements for employee share incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. Additionally, PRC citizens and non-PRC citizens who reside in China for a continuous period who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE. Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period who have been granted our shares directly or indirectly will be subject to these regulations. Failure to complete the SAFE registrations may subject them to fines and legal sanctions, and there may be additional restrictions on the ability of them to remit proceeds gained from sale of their stock into the PRC. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

Moreover, the State Administration of Taxation, or SAT, has issued circulars concerning employee share options or restricted shares. The sales of the ADSs or shares held by such PRC individual employees after their exercise of the options, or the vesting of the restricted shares or restricted share units, are also subject to PRC individual income tax. If the employees fail to pay, or the PRC subsidiaries fail to withhold, their income taxes according to relevant laws, rules and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities. See “Regulation—Regulations Related to Foreign Exchange Registration of Offshore Investment by PRC Residents and Employee Stock Incentive Plans.”

If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the SAT issued a circular, known as SAT Circular 82, and was amended in 2017, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the senior management and core management departments in charge of its daily operations function have their presence mainly in the PRC; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (iv) not less than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC.

We believe our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with

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respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company (or our non-PRC subsidiary) is a PRC resident enterprise for enterprise income tax purposes, we (or our non-PRC subsidiary) will be subject to PRC enterprise income on our worldwide income at the rate of 25%. Furthermore, if our company is a PRC resident enterprise for enterprise income tax purposes, we will be required to withhold a 10% withholding tax from dividends we pay to our shareholders (including ADS holders) that are non-resident enterprises. In addition, non-resident enterprise shareholders (including ADS holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or ordinary shares, if such gain is treated as derived from a PRC source. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including ADS holders) and any gain realized on the sale or other disposition of ADSs or ordinary shares by such shareholders (including ADS holders) may be subject to PRC tax at a rate of 20% (which in the case of dividends may be withheld at source). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders (including ADS holders) of our company would, in practice, be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.

We may face tax obligations of liabilities related to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity securities through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets.

On October 17, 2017, the SAT issued the Public Notice on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these bulletins, or to establish that our company should not be taxed under these bulletins, which may have a material adverse effect on our financial condition and results of operations.

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Inflation and increases in labor costs in China could adversely affect our profitability and growth.

The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments to the statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees for our services, our financial condition and results of operations may be adversely affected.

We may be subject to penalties under relevant PRC laws and regulations due to failure to be in full compliance with social insurance and housing provident fund regulation.

According to the applicable PRC laws and regulations, we need to register with the relevant authorities to make full contributions for social insurance and housing funds for our employees, and this obligation cannot be delegated to any third party. Our contributions for some of our employees to the social insurance and housing funds may not have been in compliance with relevant PRC laws and regulations. As of the date of this prospectus, we have not received any notice from the relevant governmental authorities or any claim or request from these employees in this regard. However, if a relevant employee lodges a complaint before the relevant labor authorities or the relevant authorities conduct investigation on us, we may be required to pay the outstanding social insurance contributions and outstanding housing fund contributions within a prescribed deadline and may be liable for a late payment fee equal to 0.05% of the outstanding social insurance contributions for each day of delay. If we fail to do so in a timely manner, we may be subject to a fine ranging from one to three times the outstanding social insurance contributions.

On July 20, 2018, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council of the PRC issued the Reform Plan of the State Tax and Local Tax Collection Administration System, or the Tax Reform Plan. Under the Tax Reform Plan, commencing from January 1, 2019, tax authorities are responsible for the collection of social insurance contributions in the PRC. The effect of the Tax Reform Plan is still uncertain. We cannot assure that we will not be required to pay any deemed shortfalls or be subject to penalties or fines regarding social security insurance and housing provident funds contributions, any of which may have a material and adverse effect on our business and results of operations.

The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets.

Under PRC law, legal documents for corporate transactions, including agreements and contracts, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with SAMR. A company chop or seal may serve as the legal representation of the company towards third parties even when unaccompanied by a signature.

In order to secure the use of our chops and seals, we have established internal control procedures and rules for using these chops and seals. In any event that the chops and seals are intended to be used, the responsible personnel will submit the application, which will then be verified and approved by authorized employees in accordance with our internal control procedures and rules. In addition, in order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees.

Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by

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entering into a contract not approved by us or seeking to gain control of one of our subsidiaries. If any employee obtains, misuses or misappropriates our chops and seals or other controlling non-tangible assets for whatever reason, we could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations.

Recent litigation and negative publicity surrounding China-based companies listed in the United States may result in increased regulatory scrutiny of us and negatively impact the trading price of the ADSs and could have a material adverse effect upon our business, including our results of operations, financial condition, cash flows and prospects.

We believe that litigation and negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted stock prices for these companies. Various equity-based research organizations have published reports on China-based companies after examining their corporate governance practices, related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny of us, regardless of its lack of merit, could result in a diversion of management resources and energy, potential costs to defend ourselves against rumors, decreases and volatility in the ADS trading price, and increased directors and officers insurance premiums and could have a material adverse effect upon our business, including our results of operations, financial condition, cash flows and prospects.

Risks Related to the ADSs and the Offering

An active trading market for our ordinary shares or the ADSs may not develop and the trading price for the ADSs may fluctuate significantly.

We intend to apply to list the ADSs on the NYSE. We have no current intention to seek a listing for our ordinary shares on any stock exchange. Prior to the completion of this offering, there has been no public market for the ADSs or our ordinary shares, and we cannot assure you that a liquid public market for the ADSs will develop. If an active public market for the ADSs does not develop following the completion of this offering, the market price and liquidity of the ADSs may be materially and adversely affected. The initial public offering price for the ADSs will be determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of the ADSs after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their ADSs.

The trading price of the ADSs is likely to be volatile and could fluctuate widely due to factors beyond our control, including:

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Any of these factors may result in large and sudden changes in the volume and price at which the ADSs will trade.

In the past, shareholders of public companies have often brought securities class-action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class-action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Because our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for the ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of US$13.85 per ADS, representing the difference between the initial public offering price of US$22.00 per ADS, and our net tangible book value of US$8.15 per ADS as of December 31, 2025, after giving effect to the net proceeds we receive from this offering. In addition, holders of the ADSs may experience further dilution of their interest if we issue additional shares in the future to raise additional capital. See “Dilution” for a more complete description of how the value of your investment in the ADSs will be diluted upon the completion of this offering.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs 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 the ADSs, the market price for the ADSs 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 the ADSs to decline.

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

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

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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.

Public companies that have substantially all of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity have centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

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 the ADSs could be greatly reduced or even rendered worthless.

The sale or availability for sale of substantial amounts of ADSs could adversely affect their market price.

Sales of substantial amounts of ADSs in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of the ADSs and could materially impair our ability to raise capital through equity offerings in the future. The ADSs sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 4,285,714 ADSs (representing 21,428,570 ordinary shares) issued and outstanding immediately after this offering, or 4,928,571 ADSs (representing 24,642,855 ordinary shares) if the underwriters exercise their option to purchase additional ADSs in full. In connection with this offering, we, our directors, executive officers and existing shareholders have agreed, subject to certain exceptions, not to sell any ordinary shares or ADSs for 180 days. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of the ADSs. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

After completion of this offering, certain holders of our ordinary shares may cause us to register under the Securities Act the sale of their shares, subject to the 180-day lock-up period in connection with this offering. See “Description of Share Capital—Shareholders Agreements—Registration Rights.” Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of our ADSs to decline.

Promptly after the completion of this offering, we intend to file one or more registration statements with the SEC on Form S-8 to register ordinary shares reserved for future issuance under our equity incentive plan. The registration statement on Form S-8 is expected to become effective immediately upon filing and, subject to the

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satisfaction of vesting conditions, the ordinary shares covered by the registration statement will then become eligible for sale in the public market, subject to the Rule 144 limitations applicable to affiliates. Furthermore, following the completion of this offering, we may issue additional ordinary shares or convertible securities in public offerings or as consideration for acquisitions. We cannot predict the size of future issuances of our ordinary shares or securities convertible into ordinary shares or the effect, if any, that future issuances and sales of our ordinary shares will have on the market price of our ordinary shares. Sales of substantial amounts of our ordinary shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our ordinary shares. See “Shares Eligible for Future Sale.”

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on a price appreciation of the ADSs for a return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income.

Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may pay a dividend out of either profit or a share premium account, provided always that in no circumstances may a dividend be paid if this would result in, immediately following the date on which the dividend is proposed to be paid, our company being unable to pay its debts as they fall due in the ordinary course of business.

Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.

You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase the ADS price.

Our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase the ADS price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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 the ADSs or 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) 50% or more of the average value of its assets (generally determined on a quarterly basis) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. For purposes of these calculations, a non-U.S. corporation that owns, directly or

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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, investment gains and certain rents and royalties. Cash is generally a passive asset for these purposes. Goodwill and other intangibles are generally characterized as active assets to the extent associated with business activities that produce active income.

Based on the current and expected composition of our income and assets and the expected value of our assets (including goodwill and other intangibles, which is based in part on the expected price of the ADSs in this offering), we do not expect to be a PFIC for our current 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 value of our assets from time to time, including the value of our goodwill and other intangibles (which may be determined, in part, by reference to our market capitalization, which could be volatile). Therefore, we may be or become a PFIC for any taxable year if our market capitalization declines after this offering. Accordingly, there can be no assurance that we will not be a PFIC for our current or any future taxable year. If we are a PFIC for any taxable year during which a U.S. taxpayer owns ADSs or ordinary shares, the U.S. taxpayer generally would be subject to adverse U.S. federal income tax consequences and additional reporting requirements. See “Taxation—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

The post-offering memorandum and articles of association that we will adopt and will become effective immediately prior to the completion of this offering contain anti-takeover provisions that could discourage a third party from acquiring us and adversely affect the rights of holders of our ordinary shares and ADSs.

We will adopt post-offering memorandum and articles of association that will become effective immediately prior to the completion of this offering. Our post-offering memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. 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 our company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, including ordinary shares represented by ADSs. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our ordinary shares and the ADSs may be materially and adversely affected.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (Revised) of the Cayman Islands, which we refer to as the Companies Act, and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our 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 the common law of England and Wales, 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 not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have

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more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. In addition, while under Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders, under Cayman Islands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit, subject only to very limited equitable constraints. One of the examples of such constraint is that the exercise of voting rights to amend the memorandum or articles of association of a Cayman Islands company must be exercised in good faith for the benefit of the company as a whole.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than copies of our memorandum and articles of association, special resolutions which have been passed by shareholders, register of mortgages and charges) or to obtain copies of lists of shareholders of these companies. Under Cayman Islands law, the names of our current directors can be obtained from a search conducted at the Registrar of Companies of the Cayman Islands. Our directors have discretion under our post-offering articles of association that will become effective immediately prior to completion of this offering to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. If we choose to follow home country practice, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Differences in Corporate Law.”

We are being treated as an emerging growth company in connection with this offering and may take advantage of certain reduced reporting requirements.

We qualified as an “emerging growth company,” as defined in the JOBS Act, at the time we initially submitted the draft registration statement. Although we ceased to qualify as an emerging growth company as of December 31, 2025 because our gross revenues for the fiscal year ended December 31, 2025 exceeded US$1.235 billion, we may continue to be treated as an emerging growth company in connection with this offering until the earlier of: (i) the date on which we consummate this offering, and (ii) December 31, 2026.

As a result, in connection with this offering, we may continue to take advantage of certain exemptions from 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(b) of the Sarbanes-Oxley Act of 2002 for so long as we are treated as 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.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until the date on which a private company is otherwise required to comply

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with such new or revised accounting standards. We have elected not to opt out of such exemptions afforded to an emerging growth company. As a result of this election, for so long as we are treated as an emerging growth company, our financial statements may not be comparable to those of other public companies that comply with public company effective dates.

We will incur additional costs as a result of being a public company, particularly after we are no longer treated as an emerging growth company.

We are a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. These additional costs could negatively affect our financial results. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including regulations implemented by the NYSE, may increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Although we ceased to qualify as an emerging growth company as of December 31, 2025 because our gross revenues for the fiscal year ended December 31, 2025 exceeded US$1.235 billion, we may continue to be treated as an emerging growth company in connection with this offering until the earlier of: (i) the date on which we consummate this offering, and (ii) December 31, 2026. For so long as we are treated as an emerging growth company, 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(b) of the Sarbanes-Oxley Act of 2002, or Section 404(b), in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also permits an emerging growth company to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

When we are no longer treated as an “emerging growth company,” we will incur and expect to continue to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company also makes it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.

As an exempted company incorporated in the Cayman Islands and listed on the NYSE, we are subject to corporate governance listing standards of the NYSE. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listing standards. To the extent that we choose to follow the home country practice, our shareholders may be afforded less protection than they otherwise would enjoy under NYSE corporate governance listing standards applicable to U.S. domestic issuers.

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. For example, U.S. domestic issuers are required to file annual reports within 60 to 90 days from the end of each fiscal year. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

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

Our post-offering memorandum and articles of association provide that the courts of the Cayman Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of our company to our company or the shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our post-offering 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). Additionally, 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 our company.

The deposit agreement also provides that 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) is the exclusive forum for the resolution of any legal suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement (including a cause of action arising under the Securities Act or the Exchange Act) or the transactions contemplated thereby or by virtue of owning the ADSs. However, the enforceability of similar federal court choice of forum provisions has been challenged in legal proceedings in the United States, and it is possible that a court could find this type of provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. If a court were to find the federal choice of forum provision contained in our post-offering memorandum and articles of association or our

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deposit agreement with the depositary to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. If upheld, the forum selection clause in our post-offering memorandum and articles of association, as well as the forum selection provisions in the deposit agreement, may limit a security-holder’s ability to bring a claim against us, our directors and officers, the depositary, and potentially others in his or her preferred judicial forum, and this limitation may discourage such lawsuits. In addition, the Securities Act provides that both federal and state courts have jurisdiction over suits brought to enforce any duty or liability under the Securities Act or the rules and regulations thereunder. Accepting or consent to this forum selection provision does not constitute a waiver by you of compliance with federal securities laws and the rules and regulations thereunder. Holders of our ordinary shares or the ADSs will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder pursuant to the exclusive forum provision in the post-offering memorandum and articles of association and deposit agreement. In addition, the forum selection provision of the deposit agreement does not affect the right of an ADS holder or the depositary to require any claim against us, including a federal securities law claim, to be submitted to arbitration or to commence an action in any court in aid of that arbitration provision or to enter judgment upon or enforce any arbitration award. The exclusive forum provision in our post-offering memorandum and articles of association will not operate so as to deprive the courts of the Cayman Islands from having jurisdiction over matters relating to our internal affairs.

An ADS holder’s right to pursue claims against the depositary is limited by the terms of the deposit agreement. The obligation and liability of the depositary and us are also limited by the terms of the deposit agreement.

Under the deposit agreement, any legal suit, action or proceeding against or involving us or the depositary, arising out of or relating in any way to the deposit agreement (including a cause of action arising under the Securities Act or the Exchange Act) or the transactions contemplated thereby or by virtue of owning the ADSs may be instituted in 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, in the state courts in New York County, New York), and you, as a holder of the ADSs, will have irrevocably waived any objection which you may have to those courts as a venue for any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. It is possible that a court could find this type of forum selection provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. For risks related to the enforceability of such exclusive forum selection provision, please see “—Forum selection provisions in our post-offering memorandum and articles of association and our deposit agreement could limit the ability of holders of our ordinary shares or other securities to obtain a favorable judicial forum for disputes with us, our directors and officers and potentially others.” Accepting or consent to this forum selection provision does not constitute a waiver by you of compliance with federal securities laws and the rules and regulations thereunder. You may not waive compliance with federal securities laws and the rules and regulations thereunder.

The deposit agreement provides that the depositary or an ADS holder may require any claim asserted by it against us arising out of or relating to our ordinary shares, the ADSs or the deposit agreement be referred to and finally settled by an arbitration conducted under the terms described in the deposit agreement, although the arbitration provisions do not preclude you from pursuing any claim, including claims under the Securities Act or the Exchange Act in the United States District Court for the Southern District of New York (or such state courts if the United States District Court for the Southern District of New York lacks subject matter jurisdiction). The exclusive forum selection provisions in the deposit agreement also do not affect the right of any party to the deposit agreement to elect to submit a claim against us to arbitration, or our duty to submit that claim to arbitration, as provided in the deposit agreement, or the right of any party to an arbitration under the deposit agreement, to commence an action to compel that arbitration, or to enter judgment upon or to enforce an award by the arbitrators, in any court having jurisdiction over an action of that kind. See “Description of American Depositary Shares” for more information.

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. Under the deposit agreement, we and the depositary (i) are only

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obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs; (ii) are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement; (iii) are not liable if we or it exercises discretion permitted under the deposit agreement; (iv) are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement; (v) have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; (vi) may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; and (vii) are not liable for the acts or omissions of any securities depository, clearing agency or settlement system. In addition, the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

You may experience dilution of your holdings due to the inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

We may need additional capital, and the sale of additional ADSs or other equity and equity-related securities could result in additional dilution to our shareholders, and the incurrence of additional indebtedness could increase our debt service obligations.

We may require additional cash resources due to the need to finance the construction of our production facilities or the expansion of our production capacity, future investment and acquisitions, and other developments. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity and equity-related securities could result in additional dilution to our shareholders. The sale of substantial amounts of the ADSs could dilute the interests of our shareholders and ADS holders and adversely impact the market price of the ADSs. The incurrence of indebtedness would increase debt service obligations and may result in covenants that impose significant operating and financial restrictions on us. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

You may be subject to limitations on the transfer of the ADSs.

The ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems it expedient in connection with the performance of its duties and in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

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ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary were to oppose a jury trial based on this waiver, the court would have to determine whether the waiver was enforceable based on the facts and circumstances of the case in accordance with applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, or by a federal or state court in the State of New York, which has nonexclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this would be the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs.

If you or any other owners or holders of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other owners or holders may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary. If a lawsuit is brought against us or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including outcomes that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver is not permitted by applicable law, an action could proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or the ADSs serves as a waiver by any owner or holder of ADSs or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Holders of the ADSs may not receive dividends or other distributions if it is impractical or impermissible to make them available to such holders.

The depositary will pay cash dividends on the ADSs only to the extent that we decide to distribute dividends on our ordinary shares or other deposited securities, and we do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. To the extent that there is a distribution, the depositary of the ADSs has agreed to pay to holders of the ADSs the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses and any taxes or other governmental charges. Holders of the ADSs will receive these distributions in proportion to the number of ordinary shares the ADSs represent. In accordance with the limitations set forth in the deposit agreement, it may be unlawful or impractical to make a distribution other than cash available to holders of ADSs. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares, rights or anything else to holders of the ADSs. In addition, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of the ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to holders of the ADSs. This means that, as a holder of ADSs, you may not receive the distributions we make on our ordinary shares or any value from them if it is unlawful or impractical to make them available to you.

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General Risks

From time to time we, our current and former directors, officers, and principal shareholders, may be involved in various legal proceedings or other negative publicity, which could adversely affect our business, financial condition or results of operations.

We, and our current and former directors, officers and principal shareholders have been, or may in the future be, involved in various litigations, other legal proceedings or negative publicity, from time to time. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Our insurance or indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. If we are unsuccessful in our defense in these litigation matters, or any other legal proceeding, we may be forced to pay damages or fines, enter into consent decrees or change our business practices, any of which could adversely affect our business, financial condition or results of operations. Any uncertainties or negative publicity regarding these matters could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of the ADSs.

Our business depends substantially on the continuing efforts of our executive officers and key technical and sales personnel, as well as our ability to maintain a skilled labor force. Our business may be materially and adversely affected if we lose their services.

Our success depends on the continued services of our executive officers and key personnel. We do not maintain key-man life insurance on any of our executive officers and key personnel. If one or more of our executive officers and key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. As a result, our business may be severely disrupted and we may have to incur additional expenses in order to recruit and retain new personnel. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our customers. Each of our executive officers and key personnel has entered into an employment agreement with us that contains confidentiality and non-competition provisions. However, if any dispute arises between our executive officers or key personnel and us, we cannot assure you that these agreements could be enforced in China where most of our executive officers and key personnel reside and hold most of their assets.

Furthermore, recruiting and retaining capable personnel, particularly experienced engineers and technicians familiar with our products and manufacturing processes, is vital to maintain the quality of our products and improve our production methods. There is substantial competition for qualified technical personnel, and we cannot assure you that we will be able to attract or retain qualified technical personnel. If we are unable to attract and retain qualified employees, key technical personnel and our executive officers, our business may be materially and adversely affected.

Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect our business, financial condition or results of operations.

Acquisitions, partnerships and joint ventures are part of our growth strategy. We evaluate and expect in the future to evaluate potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. However, there can be no assurance that we will be able to identify attractive acquisition targets, negotiate favorable terms, obtain necessary government approvals or permits, complete necessary registrations or filings, or obtain necessary funding to complete these acquisitions on commercially acceptable terms or at all.

Acquisitions and expansions involve numerous risks, including potential difficulties in retaining and assimilating personnel, risks and difficulties associated with integrating the operations and culture of acquired businesses, diversions of management attention and other resources, lack of experience and industry and market knowledge of the new businesses, risks and difficulties associated with complying with laws and regulations

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related to the acquisitions and acquired businesses, and failure to properly identify problems with acquisition targets through the due diligence process. In addition, acquisitions and expansions may significantly stretch our capital, personnel and management resources and, as a result, we may fail to manage our growth effectively. Any new acquisition or expansion plans may also result in our inheritance of debts and other liabilities, assumption of potential legal liabilities in respect of the new businesses, and incurrence of impairment charges related to goodwill and other intangible assets, any of which could harm our businesses, financial condition and results of operations. In particular, if any new businesses we acquire fail to perform as we expected, we may be required to recognize a significant impairment charge, which could materially and adversely affect our business, financial condition and results of operations. There may also be established players in these sectors and markets that enjoy significant market share, and it may be difficult for us to win market share from them. Furthermore, some of the overseas markets that we target may have high barriers of entry for foreign players. As a result, there can be no assurance that our acquisition or expansion plans will be successful, and we cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We have identified a material weakness in our internal control over financial reporting. If we do not adequately remediate the material weakness, or if we experience additional material weaknesses in the future or otherwise fail to maintain effective internal controls, we may not be able to accurately or timely report our financial condition or results of operations, or comply with the accounting and reporting requirements applicable to public companies, which may adversely affect investor confidence in us and the market price of the ADSs.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2024, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. 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 weakness identified is our company’s lack of sufficient accounting and financial reporting personnel with requisite knowledge, skills and experience in application of U.S. GAAP and SEC reporting requirements. We have begun to implement a number of measures to address the material weakness. For details, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting.” However, these measures have not been fully implemented and our management concluded that the material weakness still existed as of December 31, 2025. This material weakness, if not timely remedied, may lead to material misstatements in our consolidated financial statements in the future. The implementation of these measures may not fully address the material weakness in our internal control over financial reporting, and we may not conclude that it will been fully remedied in the future. Our failure to correct the material weakness or our failure to discover and address any other material weaknesses could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

We are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report from management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2026. 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 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

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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. 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.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify weaknesses and deficiencies in our internal control over financial reporting. In addition, 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. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of the ADSs. 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.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

The requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses may be greater than we anticipate.

We are a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NYSE, impose various requirements on the corporate governance practices of public companies. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations continue to increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board.

We continue to evaluate these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are required to comply with the SEC’s rules implementing Sections 302 and 404(b) of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting, and

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will be required to disclose material changes in internal control over financial reporting on an annual basis. We will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404(b) until the year following our first annual report required to be filed with the SEC.

To achieve compliance with Section 404(b) within the prescribed period, we started a process of engaging, documenting and evaluating our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. We will need to continue to hire additional accounting and financial staff, and engage outside consultants, all with appropriate public company experience and technical accounting knowledge and maintain an internal audit function, which will increase our operating expenses. We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404(b). If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to, those identified under the section entitled “Risk Factors” in this prospectus. These risks and uncertainties include factors relating to:

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, 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 these cautionary statements.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$77.0 million, or approximately US$90.2 million if the underwriters exercise their option to purchase additional ADSs in full, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon the initial public offering price of US$22.00 per ADS.

The primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives, and obtain additional capital. We intend to use the net proceeds of this offering as follows:

The foregoing represents our current intentions based upon our present plans and business conditions to use the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

In utilizing the proceeds from this offering, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration or approval requirements. We cannot assure you that we will be able to meet these requirements on a timely basis, if at all. See “Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and statutory requirements on currency conversion may restrict or delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business.”

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities. No assurance can be given that we will invest the net proceeds from this offering in a manner that produces income or that does not result in a loss in value.

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DIVIDEND POLICY

We have not previously declared or paid any cash dividend or dividend in kind and we have no plan to declare or pay any dividends in the near future on our shares or the ADSs representing our ordinary shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

LONDIAN WASON NEW ENERGY TECH INC. is a holding company incorporated in the Cayman Islands. We rely principally on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Regulation—Regulations Related to Foreign Exchange Registration of Offshore Investment by PRC Residents and Employee Stock Incentive Plans.”

Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit, retained earnings, or share premium account, provided that in no circumstances may a dividend be paid if this would result in, immediately following the date on which the dividend is proposed to be paid, the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares underlying the ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including net of the fees and expenses and any taxes or other governmental charges payable thereunder. See “Description of American Depositary Shares.”

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CAPITALIZATION

The table below sets forth our capitalization as of December 31, 2025:

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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DILUTION

If you invest in the ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December 31, 2025 was US$555.1 million, or US$1.50 per ordinary share and US$7.50 per ADS. Net tangible book value per ordinary share represents the amount of our consolidated assets, less intangible assets, goodwill and the amount of our total consolidated liabilities, divided by the total number of ordinary shares outstanding. Dilution is determined by subtracting pro forma as adjusted net tangible book value per ordinary share from the public offering price per ordinary share.

Without taking into account any other changes in such net tangible book value after December 31, 2025, other than to give effect to our issuance and sale of ADSs offered in this offering at the initial public offering price of US$22.00 per ADS, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been US$636.1 million, or US$1.63 per ordinary share and US$8.15 per ADS, to existing shareholders and an immediate dilution in net tangible book value of US$2.77 per ordinary share, or US$13.85 per ADS, to purchasers of ADSs in this offering.

The following table illustrates the dilution on a per ordinary share basis at the initial public offering price of US$22.00 per ADS and all ADSs are exchanged for ordinary shares:

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2025, the differences between the existing shareholders and the new investors with respect to the number of ordinary shares (including ordinary shares represented by ADSs or ordinary shares) purchased from us in this offering, the total consideration paid and the average price per ordinary share paid and per ADS at the initial public offering price of US$22.00 per ADS, before deducting estimated underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

The discussion and tables above also assume no exercise of any awards outstanding as of the date of this prospectus. To the extent that any outstanding options are exercised, or new awards are issued under our equity incentive plans, or we issue additional equity or convertible debt securities in the future, there will be further

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dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders and/or holders of ADSs.

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ENFORCEABILITY OF CIVIL LIABILITIES

Cayman Islands

LONDIAN WASON NEW ENERGY TECH INC. is incorporated under the laws of the Cayman Islands as an exempted company with limited liability because of certain benefits associated with being a Cayman Islands exempted company, such as:

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

We primarily conduct our operations in China, and a significant portion of our assets are located in China. A majority of our directors and executive officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

King & Wood, our counsel as to PRC law, has advised us that there is uncertainty as to whether the courts of China, would:

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 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

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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.

PRC

We have been advised by King & Wood, our PRC legal counsel, that there is uncertainty as to whether the courts of the PRC would enforce judgments of United States courts or Cayman courts obtained against us or these persons predicated upon the civil liability provisions of the United States federal and state securities laws. King & Wood has further advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other written form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. However, it may be insufficient or would be difficult for U.S. shareholders to establish sufficient nexus to the PRC as required under the PRC Civil Procedures Law by virtue only of holding the ADSs or ordinary shares.

Hong Kong

The judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy

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of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

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CORPORATE HISTORY AND STRUCTURE

Corporate History

Prior to the restructuring described below, Shenzhen Londian Wason Holding Group Co., Ltd., or Shenzhen Londian, a company incorporated in the PRC, operated our copper foil business through the following companies in the PRC:

In September 2022, we restructured our holding structure by incorporating LONDIAN WASON NEW ENERGY TECH INC., or Londian Wason, in the Cayman Islands as an exempted company to facilitate financing and offshore listing. In October 2022, Shenzhen Londian established Shenzhen Londian Wason New Material Co., Ltd. as an investment holding company that owns all equity interests in each of the above subsidiaries. In the same month, Londian Wason established a wholly owned subsidiary in Hong Kong, namely, Londian Wason New Energy Tech (Hong Kong) Limited, as our intermediary holding company in Hong Kong, which in turn established Londian Wason (Shenzhen) Holding Group Co., Ltd. as our wholly foreign owned subsidiary, or WFOE, in China in December 2022. Shortly thereafter, Shenzhen Londian transferred 99% of its equity interest in Shenzhen Londian Wason New Material Co., Ltd. to the WFOE and 1% of its equity interest to a third-party investor, who then transferred 0.51% of such equity interest to the WFOE in October 2023 and transferred 0.49% of such equity interest back to Shenzhen Londian and then to WFOE in October 2023. In December 2022, Londian Wason also issued ordinary shares to the offshore entities designated by then-shareholders of Shenzhen Londian in proportion to those shareholders’ then-shareholding percentage in Shenzhen Londian.

In February 2023 and June 2023, we further established Nanning Longdian Ningxin New Material Technology Co., Ltd., or Nanning Ningxin, as wholly owned subsidiaries in China, respectively and Londian Wason Technology (Nanjing) Co., Ltd.

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Corporate Structure

LONDIAN WASON NEW ENERGY TECH INC. is a Cayman Islands holding company, with operations primarily conducted by its subsidiaries in China. The following diagram illustrates our corporate structure as of the date of this prospectus:

We do not currently use, and have not used in the past, a variable interest entity structure.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. For a discussion of forward-looking statements, see “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are a leading global innovation-driven researcher, developer, and manufacturer of electrolytic copper foil. According to the Frost & Sullivan Report, we were the world’s largest supplier of copper foil for lithium-ion batteries, or LiB copper foil, in terms of sales volume in 2025, with a global market share of 7.6%.

Electrolytic copper foil, also known as elecfoil, is a key intermediate component used in manufacturing both LiB and electronic circuit boards. When utilized in LiB cells, copper foil, as a current collector, is essential for improving energy density as well as guaranteeing battery safety and durability, while also helping emit heat on the anode. Copper foil used in PCB and other electronic circuits, also known as PCB-grade copper foil, serves an important function as a conductor for transmitting communications signals.

We primarily offer LiB copper foil and PCB-grade copper foil, and to a lesser extent, FCCLs. In 2025, we supplied approximately 111,985 metric tons of LiB copper foil, representing the largest global annual sales volume according to the Frost & Sullivan Report. We have built a comprehensive product portfolio in the global copper foil industry, consisting of copper foil products with different specifications that meet our customers’ various and evolving needs. Our copper foil is utilized in end markets including electric vehicles, or EVs, energy storage systems, or ESSs, and a broad spectrum of other downstream applications such as communication equipment and consumer electronics.

As a testament to our global leadership in the electrolytic copper foil market, we have established a high- quality and diverse customer base over time. We serve both domestic and international customers, and count among our customers the world’s top LiB and electronic circuit manufacturers such as LG Energy Solution, Panasonic Industrial Materials, SK On, Samsung SDI, ATL, CATL, BYD, and Sunwoda, in turn allowing our copper foil to be utilized in many industry renowned EV, ESS and other downstream applications. Our industry-leading customers, especially in South Korea and Japan customers, implement a strict certification process that creates high barriers to entry for new suppliers, with our position as their long-term go-to supplier underpinning the superiority of our products. For example, we have been a significant copper foil supplier to LG Energy Solution by sales volume since 2015. We won the Level S Supplier Award by LG in 2024, the highest level honor granted to its global suppliers. As another example, we have been supplying PCB-grade copper foil to Panasonic Industrial Materials for 12 years, with Panasonic Industrial Materials partnering with Nvidia to combine GPUs, networking, and storage into high-performance computing (HPC) AI applications. In addition, according to the Frost & Sullivan Report, as of December 31, 2025, we have the largest global customer base among all copper foil manufacturers across a broad spectrum of downstream industries.

We believe our relationships with our key customers are commercially entrenched, having deepened over more than a decade of strategic cooperation, equity investments, and long-term business agreements. Over the years, we have collaborated with customers on developing copper foil products tailored to their specific requirements. Through leveraging in-depth, long-term cooperation, we have developed unique insights into the latest market trends and customer requirements for new, improved, and innovative, and most importantly, typically higher margin copper foil products. These insights enable us to rapidly develop differentiated products that meet downstream application requirements, often in advance of our competitors, which in turn further enhances our customer relationships.

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Our market leadership and customers trust are built upon our robust research and development capabilities. We invest significantly in the research and development of copper foil manufacturing technologies. According to the Frost & Sullivan report, our research and development expenses as a percentage of our revenue were higher than most of our competitors globally in these periods. As of December 31, 2025, we had a dedicated, sophisticated research and development team comprised of 428 professionals. With over two decades of experience, we have cultivated deep technological expertise, and currently possess the industry-leading technological capabilities and know-how covering the major aspects of electrolytic copper foil manufacturing, including copper dissolution, electrolysis, surface treatment, slitting and packaging necessary to support our research and development initiatives. According to the Frost & Sullivan report, we were the first copper foil manufacturer in China to successfully develop 6µm high-strength LiB copper foil, and were also the first copper foil manufacturer in the world to mass produce 6µm copper foil. Additionally, we were the first copper foil manufacturer in China to successfully develop ultra-thin LiB copper foil with a thickness of only 4µm and the first in the world to be capable of mass producing 4µm LiB copper foil with high tensile strength. Our research and development efforts have also resulted in a robust intellectual property portfolio consisting of 634 registered patents and 168 pending patent applications in China as of December 31, 2025, along with a number of confidential proprietary formulas and manufacturing techniques.

We are a pioneer in China’s copper foil industry and have accumulated vast experience in copper foil manufacturing. As of December 31, 2025, we have approximately 728 core manufacturing personnel averaging over 10 years of experience whose collective experience and technical expertise have strongly contributed to our manufacturing excellence. We have continuously refined and improved our proprietary manufacturing technologies and know-how over time, creating a difficult to replicate competitive barrier to entry for our competitors. With seven manufacturing facilities in China, comprising six electrolytic copper foil manufacturing sites equipped with state-of-the-art manufacturing equipment and one FCCL manufacturing site, we possess the largest global electrolytic copper foil designed production capacity at approximately 180,500 metric tons per annum as of December 31, 2025, according to the Frost & Sullivan Report.

In line with industry practice, our price for copper foil products incorporates the copper price plus a processing fee. We procure and own the copper raw materials used for processing, and at the time of sales, we recognize the cost of these copper raw materials used in the copper foil goods sold. The prices of the copper foil we sell to customers compose of both the cost of the copper raw materials and the processing fees. Furthermore, the processing fee composes of processing cost and margin. We refer to the average market price of copper in the preceding one to three months when determining the pricing of copper that we may have purchased for production or sales in the current month, which in turn composites the price of our copper foil products in the current month. Historically, regardless of how much the market price of copper fluctuates, we have been able to pass nearly entire procurement costs of copper raw materials onto our customers. Therefore, assuming our unit processing fees and unit processing cost remain unchanged, an increase or decrease in the price of copper raw materials will result in a corresponding increase or decrease in our unit revenue, leading to a decrease or increase in our gross profit margin. Historically, the fluctuation of copper price did not have a material impact on our profitability on an annual basis. The processing fees essentially represent our value added portion by converting copper raw materials into copper foil products. For more information about our production processes, please refer to the “Business—Manufacturing.”

We determine processing fees based on a comprehensive assessment of various factors, including but not limited to levels of technicality across all types of products, market supply and demand conditions, internal parameter requirements, specific customer needs, and production costs such as labor and utilities. When we fix and bill our selling prices, we adjust our processing fee at our own discretion based on our best market knowledge with reference to the market rate of processing fee. Higher processing fees typically arise from advanced technical requirements of products where our customers can improve their products with our offerings. In addition, reliable track records, quality of products, processing cost, and production efficiency are also factors that may affect the pricing. Mutual trust between our customers and us established through long-term, stable, high-quality supply relationships may also contribute to higher processing fees.

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Our revenue increased by 24.9% from RMB8,762.3 million in 2024 to RMB10,942.1 million (US$1,564.7 million) in 2025. We recorded net loss of RMB292.9 million in 2024 and net income of RMB20.3 million (US$2.9 million) in 2025. We had a net (loss) income margin of (3.3)% and 0.2% in 2024 and 2025, respectively. Our adjusted EBITDA was RMB502.8 million and RMB868.9 million (US$124.2 million), and our adjusted EBITDA margin was 5.7% and 7.9% in 2024 and 2025, respectively, See “—Non-GAAP Financial Measures.”

As copper foil manufacturers gradually release their new production capacity, the supply growth could outpace the demand growth. The tentative imbalance between market supply and demand could cause a downward pricing pressure to copper foil manufacturers as processing fees may reduce. However, with our dedication to developing high-end copper foil with higher margins, we anticipate mitigating such negative cyclical impacts and improving our overall gross margin in the future.

Key Factors Affecting Our Results of Operations

We believe that the following factors have had, and we expect that they will continue to have, a significant effect on the development of our business, financial condition and results of operations.

Customer Demand

Our results of business operations and financial performance heavily rely on the sales of our products. Demand for our products is highly dependent on market conditions in the end markets in which our customers operate. Due to increasing demand for LiBs in downstream markets such as EVs and ESSs, the global LiB copper foil market has experienced a rapid growth in recent years. Benefiting from such favorable tailwinds, we have also experienced rapid growth in our sales of LiB copper foil. From 2024 to 2025, the sales volume of our LiB copper foil has increased by 24.4% from 90,034 metric tons to 111,985 metric tons. The sales volume of our PCB-grade copper foil has decreased by 28.9% from 14,302 metric tons to 10,168 metric tons from 2024 to 2025, mainly reflecting our proactive optimization of product mix, as we strategically prioritized higher-end PCB-grade copper foil products to capture growing demand in such segment. Furthermore, the market for copper-based materials is vast and fast-growing. Our ability to maintain strong relationships with our major customers is crucial for maintaining and growing our profitability. We believe that future market conditions of end markets in which our customers operate are expected to continue affecting our results of operations. For example, an increasing demand for EVs, ESSs and next-generation communication devices will continue to fuel our business growth, while any reduced market demand in these industry sectors may result in a decline in the businesses of our customers, and may, in turn, reduce their purchase of our copper foil. For details, see “Risk Factors—Risks Related to Our Business and Industry—Our business is affected by the market demand for products that many of our major customers sell, and any decline in the businesses of our customers could reduce the purchase of our products by these customers and materially and adversely affect our business, prospects, financial condition and results of operations” and “Risk Factors—Risks Related to Our Business and Industry—The loss of, or a significant reduction in orders from, certain group of large customers would significantly reduce our revenue and harm our results of operations.”

Technology Capabilities

Our industry is highly competitive and is characterized by increasingly rapid technological change, product obsolescence, competitive pricing pressure and evolving standards, which are factors that will affect our financial performance and profitability. Leveraging our technology capabilities, we are capable of offering products tailored to our customers’ specific requirements for the quality and features of copper foil. In recent years, developing and producing ultra-thin LiB copper foil with high tensile strength has emerged as a key trend gaining popularity in the LiB copper foil market, as manufacturers of LiB copper foil continue to adapt to new requirements of downstream products. By adhering to a market- and client-oriented approach, we were the first in China to successfully develop 6µm high-strength LiB copper foil, and the first in the world to achieve the mass

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production of such copper foil, according to the Frost & Sullivan Report. Additionally, according to the same source, we were the first in China to successfully develop ultra-thin LiB copper foil with a thickness of only 4µm and the first in the world to be capable of the mass production of 4µm LiB copper foil with high tensile strength. Staying at the forefront of technological innovation and introducing new product offerings with new features and high quality in a timely and efficient manner will continue to be critical in growing our market share and revenue.

Product Mix

We anticipate that our results will be impacted by the increase or decrease of a given product as a percentage of total revenue relative to our other products, as the selling price and gross margin of our different products vary. For example, thinner copper foil are typically priced higher and deliver higher gross margins. We expect that our product mix will continue to affect our overall financial performance. Therefore, we strive to continue to penetrate high-margin copper foil product market sectors to build a more comprehensive, diverse and profitable product mix. Our future ability to shape our product mix with higher margin products making up a larger percentage of our total revenue will impact our results of operations.

Production Capacity

Our ability to quickly respond to market demand, address customers’ changing needs, and meet production timelines depends, to a large extent, on our ability to ramp up production and achieve delivery targets, and the results of which will affect our financial performance. However, achieving an optimal production capacity and related capital expenditures remains challenging. It will depend on a variety of factors, including our ability to design and construct new manufacturing sites, to develop additional automated, high-volume manufacturing lines, to effectively allocate our production capacity across different types of products, to utilize planned capacity in our existing facilities and expand our production capacity in new geographies to meet the global production needs of our customers, as well as to mitigate supply chain constraints and efficiently manage our labor force. We also expect our capital expenditures to increase as we expand our overall production capacity and operations. Nevertheless, if we are able to maintain satisfactory production utilization rate and productivity, our enhanced production capacity will enable us to reduce our unit manufacturing costs through economies of scale, and allow us to seize the growth opportunities in the global market. Moreover, manufacturers with greater scale are in a better position to obtain price discounts from suppliers and gain a greater market share of products by taking on additional large-volume orders from customers.

Cost Control

Our results of operations are affected by our ability to control costs, including the procurement price of copper and other raw materials, manufacturing costs and operating expenses. Volatility in the price of copper and other raw materials makes our cost management challenging. We have a track record of actively managing and/or successfully passing along to our customers copper price fluctuations. To the extent we may not be able to fully pass increased costs and expenses onto our customers, or to a lesser extent, our gross margin, results of operations and financial condition may be materially and adversely affected. We also seek to collaborate and maintain a close relationship with our suppliers to improve quality, increase yields and lower raw materials, energy and other manufacturing costs. We continually monitor and work to improve our manufacturing process and techniques, enhance manufacturing automation and efficiency, reduce the cost of our products and improve the potential customer value proposition of our products.

Key Components of Results of Operations

Revenue

We derive our revenue primarily from contracts with customers, including the sales of LiB copper foil, PCB-grade copper foil and others.

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In line with industry practice, our price for copper foil products incorporates the copper price plus a processing fee. We refer to the average market price of copper in the preceding month when determining the pricing of copper that we may have purchased for production or sales in the current month, which in turn composites the price of our copper foil products in the current month. Historically, we have been able to pass along substantially all of the copper cost to our customers. We may adjust the processing fee, a major component of our copper foil product price, from time to time, based on market conditions and our business strategy. Copper foil products characterized by higher technical requirements, such as ultra-thin copper foil products, are typically priced with higher processing fees.

The following table sets forth the breakdown of our revenue in absolute amount and as a percentage of our total revenue for the years indicated:

LiB Copper Foil

We derive the majority of our revenue from selling LiB copper foil. Our revenue is affected by changes in the price, volume and mix of products purchased by our customers. The price and sales volume of our LiB copper foil are driven by market conditions, the demand for our products, and changes in product mix. Customers typically have specific requirements for the quality characteristics of copper foil, such as tensile strength and elongation rate, and for the specifications of copper foil tailored to the volume, energy density, and range capacity of batteries. We expect that our revenue from sales of LiB copper foil to increase in the foreseeable future, as customers’ demands in China are trending towards thinner foil with higher selling price per unit, and our increased production capacity allows us to meet higher volume of orders.

PCB-Grade Copper Foil

Our revenue derived from PCB-grade copper foil is primarily affected by the demand of customers engaged in downstream businesses. We will continue to strategically allocate our production capacity based on the downstream market demand for LiB copper foil and PCB-grade copper foil.

Others

Our revenue also derived from sales of waste copper foil and anode plates, and sales of flexible copper-clad laminates.

Cost of Revenues

Cost of revenues consists primarily of (i) cost of copper; (ii) cost of utilities and other raw materials; (iii) direct labor costs, including salaries and benefits for employees directly involved in manufacturing activities; and (iv) depreciation of property, plant and equipment.

In the foreseeable future, we expect our total cost of revenues in absolute amount to increase, in line with our business growth. However, we believe our per unit cost of revenues will decrease and our manufacturing efficiency will improve as a result of technological innovation, including improvements in production processes

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and automation. In addition, our business growth is expected to create greater economies of scale, especially relating to depreciation and amortization costs as well as other cost of revenues for products that are not highly sensitive to production volume.

Selling and Marketing Expenses

Our selling and marketing expenses consist primarily of (i) employee costs, including salaries and other benefits for our sales personnel; and (ii) sales-related travel and other expenses. We expect that our selling and marketing expenses will increase in absolute amount, as we continue to expand our sales teams, presence and marketing efforts to increase the adoption and market awareness of our products.

General and Administrative Expenses

Our general and administrative expenses consist primarily of (i) employee expenses, including salaries and other benefits of employees from our administrative and other operating functions; (ii) share-based compensation expenses; (iii) fees for professional services; and (iv) other expenses, such as depreciation and amortization expenses, tax and surcharges. We expect that our general and administrative expenses will increase in absolute amount in the foreseeable future, as we continue to grow our business and incur increased cost in audit, tax, accounting, legal and other costs related to compliance with applicable securities and other rules and regulations, as well as additional insurance, investor relations and other costs associated with being a public company.

Research and Development Expenses

Our research and development expenses consist primarily of (i) direct research and development costs, including material and energy costs associated with research and development activities; (ii) employee costs, including salaries and other benefits for our research and development employees; and (iii) depreciation of properties and equipment for research and development use. We expect our research and development expenses to increase in absolute amount in the foreseeable future, as we continue to invest in advanced manufacturing technologies and product innovations.

Other Operating Income

Our other operating income consists primarily of government grants.

Interest Expense

Our interest expense consists primarily of (i) interest expenses on bank loans and other borrowings; and (ii) interest expenses for the derecognized notes receivable and accounts receivable.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, facilitates period-to-period comparisons of results of operations, and assists in comparisons with other companies, many of which use similar financial information. We also believe that presentation of the non-GAAP financial measures provides useful information to our investors regarding our results of operations because it provides investors with greater transparency to the information used by our management in our financial and operational decision making so that investors can see through the eyes of our management regarding important financial metrics that our management uses to run the business as well as allowing investors to better understand our performance.

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We define adjusted EBITDA and adjusted EBITDA margin as net (loss) income and net (loss) income margin, respectively, adjusted to exclude income tax (benefit) expense, interest income and expense, foreign exchange gain, depreciation and amortization and share-based compensation. Our management regularly reviews adjusted EBITDA and adjusted EBITDA margin to assess the performance of our business.

The tables below reconcile each of the following non-GAAP financial measures to its respective most directly comparable U.S. GAAP measure for the years presented.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income, corporate or capital gains tax in the Cayman Islands. In addition, our payment of dividends, if any, is not subject to withholding tax in the Cayman Islands.

Hong Kong

Our subsidiary in Hong Kong is subject to Hong Kong profits tax on its activities conducted in Hong Kong at a uniform tax rate of 16.5%. Under Hong Kong tax law, our subsidiary in Hong Kong is exempted from income tax on their foreign-derived income and there is no withholding tax in Hong Kong on remittance of dividends. No provision for Hong Kong profits tax was made as we had no assessable profit that was subject to Hong Kong profits tax during fiscal years 2024 or 2025.

PRC

Our subsidiaries in China are companies incorporated under PRC law and, as such, are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws. Pursuant to the PRC Enterprise Income Tax Law, or EIT Law, which became effective on January 1, 2008, a uniform 25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies. Lingbao Wason, Baoxin Electronic, Lingbao Hongyu, Shaanxi Hanhe, Shandong Hesheng and Nanjing Longxin, which are our PRC subsidiaries, have been qualified as high and new technology enterprises, or HNTEs, and accordingly are entitled to a reduced income tax rate of 15%. In addition, Nanning Ningxin is entitled to an effective income tax rate of 9%, due to its qualification for local tax benefits. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.

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We are subject to VAT at a rate of 6% or 13% on the services we provide and related surcharges. We are also subject to surcharges on VAT payments in accordance with PRC law.

As a Cayman Islands holding company, we may receive dividends from PRC subsidiaries. The PRC EIT Law and its implementing rules provide that dividends paid by a PRC entity to a non-resident enterprise for income tax purposes is subject to PRC withholding tax at a rate of 10%, subject to reduction by an applicable tax treaty with China. Pursuant to the Arrangement between Chinese Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise and upon the approval of relevant tax authorities. Pursuant to the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the SAT, or SAT Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. In October 2019, the SAT promulgated the Administrative Measures for Non-resident Taxpayers to Enjoy Treatment under Tax Treaties, or SAT Circular 35, which became effective on January 1, 2020. SAT Circular 35 provides that non-resident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax rate. Instead, non-resident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, our subsidiary in Hong Kong will be able to benefit from the 5% withholding tax rate for the dividends it receives from its PRC subsidiaries, if it satisfies the conditions prescribed under SAT Circular 81 and other relevant tax rules and regulations. However, according to SAT Circular 81 and SAT Circular 35, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax rate in the future.

If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders.”

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Results of Operations

The following table summarizes our results of operations for the years indicated:

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenue

Our revenue increased by 24.9% from RMB8,762.3 million in 2024 to RMB10,942.1 million (US$1,564.7 million) in 2025, primarily due to our increased sales volume of LiB copper foil, which increased by 24.4% from 90,034 metric tons in 2024 to 111,985 metric tons in 2025, mainly resulting from (i) the recovery in downstream demand, particularly from the new energy vehicle and energy storage sectors, which drove a rebound in overall demand for LiB copper foil, (ii) a diversified customer base that includes many leading companies in various fields with growing needs, and (iii) our continued product mix upgrade, supported by the successful commercialization and increased market adoption of high-end copper foil products, particularly ultra-thin copper foil of 6µm and below.

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Copper price movements in China had a positive impact on our revenues during the period. According to Frost & Sullivan, the average copper price in China increased by 17.2% from RMB69.2/kg in 2024 to RMB81.1/kg in 2025.

Cost of Revenues

Our cost of revenues increased by 21.9% from RMB8,382.9 million in 2024 to RMB10,215.1 million (US$1,460.7 million) in 2025, primarily driven by cost of copper raw materials as our sales volume increased, and to a lesser extent, depreciation.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased by 91.6% from RMB379.4 million in 2024 to RMB727.0 million (US$104.0 million) in 2025. Our gross profit margin increased from 4.3% in 2024 to 6.6% in 2025. These increases were primarily attributable to the recovery in industry demand. In particular, steady growth in the new energy vehicle and energy storage markets contributed to a rebound in processing fees following the pricing pressure experienced in the prior period. At the same time, the industry’s shift toward higher value-added products supported our profitability. In particular, sales of ultra-thin LiB copper foil, especially products of 6µm and below, increased during the year, and such products typically command higher processing fees due to their greater technical complexity. In addition, we further improved cost efficiency through ongoing refinements to our production processes and tighter control over procurement costs.

Selling and Marketing Expenses

Our selling and marketing expenses increased by 35.0% from RMB33.1 million in 2024 to RMB44.7 million (US$6.4 million) in 2025, primarily due to an increase in employee costs resulting from our business expansion, as we optimized our talent structure by hiring more skilled professionals and enhancing compensation and incentive levels to support increased business volume and maintain product and service quality.

General and Administrative Expenses

Our general and administrative expenses decreased by 25.4% from RMB253.4 million in 2024 to RMB189.0 million (US$27.0 million) in 2025, primarily due to a decrease in share-based compensation expenses.

Research and Development Expenses

Our research and development expenses increased by 21.1% from RMB276.4 million in 2024 to RMB334.8 million (US$47.9 million) in 2025, primarily due to (i) an increase in material associated with research and development activities of RMB44.2 million and (ii) an increase in depreciation of R&D equipment of RMB18.9 million.

Other Operating Income

Our other operating income decreased from RMB210.6 million in 2024 to RMB192.1 million (US$27.5 million) in 2025, primarily due to less subsidies enjoyed in 2025.

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(Loss) Income Before Income Taxes

As a result of the foregoing, we recorded loss before income taxes of RMB351.0 million in 2024, and income before income taxes of RMB31.9 million (US$4.6 million) in 2025.

Income Tax (Benefit) Expense

We recorded income tax benefit at RMB58.2 million in 2024, primarily due to the recognition of deferred tax assets related to the losses incurred during the period. We recorded income tax expense at RMB11.5 million (US$1.7 million) in 2025, primarily due to the recognition of income tax following our profitability.

Net (Loss) Income

As a result of the foregoing, we recorded net loss at RMB292.9 million in 2024, and net income at RMB20.3 million (US$2.9 million) in 2025.

Selected Unaudited Quarterly Results of Operations

The following table sets forth our unaudited consolidated quarterly results of operations data for the periods indicated. You should read the following table in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared the unaudited consolidated quarterly financial information on the same basis as our annual consolidated financial statements. The unaudited consolidated quarterly financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair statement of our operating results for the quarters presented.