CaoCao Inc. 曹操出行有限公司 （於開曼群島註冊成立的有限公司） （股份代號：02643） 提名委員會 職權範圍 曹操出行有限公司（「本公司」）的提名委員會（「委員會」）是根據本公司董事會 （「董事會」）於2025年1月20日通過的決議案成立。以下為委員會的職權範圍（「職 權範圍」）。本職權範圍提供中英文版本。如本職權範圍的英文版本與中文版本 有任何歧義，概以英文版本為準。在本職權範圍中，凡提述上市規則（定義見下 文），是指其現行版本，包括不時作出的適用修訂。 1. 目的 4. 接觸權 1.1 委員會的目的是物色、考慮並向董事會推薦擔任本公司董事的適當候選人， 監督董事會表現評核的過程，制定並向董事會建議提名指引，該等指引應符 合任何適用法律、規例及上市準則。 2. 組成 3. 會議 1 2.1 委員會成員須由董事會不時委任，並由過半數獨立非執行董事組成，該等獨 立非執行董事須符合《香港聯合交易所有限公司證券上市規則》（經不時修訂） （「上市規則」）不時訂明對獨立性的要求。 2.2 董事會須委任一名委員會成員為主席（「主席」），該成員應為董事會主席或獨 立非執行董事。 3.1 除本職權範圍另有訂明外 ...

CaoCao Inc. 曹操出行有限公司 （於開曼群島註冊成立的有限公司） （股份代號：02643） 薪酬委員會 職權範圍 2 3.5 主席應負責領導委員會，包括排程召開會議、準備議程和向董事會提交定期 報告。 3.6 委員會會議可由其任何成員召開。 3.7 會議法定人數為兩名委員會成員。 3.8 除非委員會全體成員另有協議，否則委員會例會應至少提前七天發出通知。 對於委員會的所有其他會議，應給予合理通知。主席應決定委員會會議是否 為例會。 3.9 議程和所附相關文件應至少在會議日期前三天（或成員協商的其他期限）送交 委員會所有成員和其他與會者。 3.10 每位成員應有一票表決權。在不違反細則的情況下，委員會任何會議上提出 的問題應以多數票決定，在票數相等的情況下，主席應有第二票或決定性票。 3.11 委員會成員應委任一名委員會秘書（「秘書」）負責會議記錄。秘書缺席時，其 代表或出席委員會會議的委員會成員選出的任何人士應出席委員會會議並負 責記錄。任何此類會議紀錄如由會議或隨後會議的主席或秘書簽署，則應成 為任何此類程序的確鑿證據。 3.12 委員會會議的完整紀錄應由秘書或公司秘書（如不時適用）保存，可在任何 ...

審核委員會 職權範圍 曹操出行有限公司（「本公司」）的審核委員會（「委員會」）是根據本公司董事會 （「董事會」）於2025年1月20日通過的決議案成立。以下為委員會的職權範圍（「職 權範圍」）。本職權範圍提供中英文版本。如本職權範圍的英文版本與中文版本 有任何歧義，概以英文版本為準。在本職權範圍中，凡提述上市規則（定義見下 文），是指其現行版本，包括不時作出的適用修訂。 CaoCao Inc. 曹操出行有限公司 （於開曼群島註冊成立的有限公司） （股份代號：02643） 1. 目的 1.1 委員會的目的是協助及建議董事會建立正式及具透明度的安排，以考慮董事 會應如何應用財務匯報、風險管理及內部控制原則以及與本公司核數師保持 適當關係，以及審閱及監察本公司的環境、社會責任及企業管治（「ESG」） 政策及常規，以確保遵守相關法律及監管要求、監察及應對新出現的ESG事 宜，並在適當情況下向董事會作出建議，以改善本公司及其附屬公司（統稱 為「本集團」）的ESG表現。 2. 組成 1 2.1 委員會成員須由董事會不時委任，須由最少三名成員組成，成員須僅為非執 行董事，且過半數須為獨立非執行董事，該等獨立非執行董事須符合 ...

Company Overview and Business Model - Cao Cao Travel is a ride-hailing platform incubated by Geely Group, operating in 136 cities as of December 31, 2024. The total gross transaction value (GTV) reached 17 billion yuan in 2024, with a market share of 5.4%, ranking third in the industry. The core business model involves collaborating with customized fleets and capacity partners, along with proprietary affiliated drivers, to provide standardized travel services. The customized vehicle fleet developed in partnership with Geely Group exceeds 34,000 vehicles, making it the largest fleet of its kind in China, with customized vehicle orders accounting for 25.1% of GTV in 2024 [1][2][3]. Market Opportunities and Competitive Advantages - The Chinese shared mobility market was valued at 344.4 billion yuan in 2024 and is expected to grow at a compound annual growth rate (CAGR) of 17% to reach 804.2 billion yuan by 2029. Competitive advantages for Cao Cao Travel include control over customized vehicles through collaboration with Geely Group, differentiated user experiences, driver empowerment through vehicle service solutions, advanced technology systems, and a clear path to profitability. The total cost of ownership (TCO) for customized vehicles, Maple 80V and Cao Cao 60, is 0.53 yuan and 0.47 yuan per kilometer, respectively, lower than the industry average [2][37]. Financial Performance and Track Record - From 2022 to 2024, the company's revenue grew from 7.6 billion yuan to 14.7 billion yuan, with gross margin improving from -4.4% to 8.1%. Adjusted EBITDA turned from -770 million yuan to 380 million yuan, and operating cash flow shifted from negative to positive. However, the company still has a net current liability of 8.1 billion yuan and total borrowings of 7.2 billion yuan in 2024 [3][5]. Global Offering and Listing Arrangements - The global offering consists of 44.17886 million shares, priced at 41.94 HKD per share, with 10% allocated for the Hong Kong offering and 90% for international offering. The net proceeds of approximately 1.718 billion HKD will be used to improve vehicle service solutions, enhance customized vehicles, invest in technology and autonomous driving, expand geographic coverage, repay borrowings, and for working capital [4][5].

Core Insights - The article discusses the IPO prospectus of Cao Cao Travel, a ride-hailing platform incubated by Geely Group, highlighting its operational scale, market position, and financial performance [5][16][20]. Company Overview - Cao Cao Travel operates in 136 cities in China and is projected to achieve a total transaction value (GTV) of RMB 170 billion by the end of 2024, capturing a market share of 5.4% [5][16]. - The company has deployed over 34,000 customized vehicles across 31 cities, making it the largest fleet of its kind in China [17][48]. Market Opportunities - The Chinese ride-hailing market is expected to grow from RMB 344.4 billion in 2024 to RMB 804.2 billion by 2029, with a compound annual growth rate (CAGR) of 17% [8][43]. - The penetration rate of ride-hailing services is currently at 4.3%, indicating significant growth potential as the market matures [20][43]. Financial Performance - Revenue is projected to increase from RMB 76 billion in 2022 to RMB 147 billion in 2024, driven by growth in order volume and average order value (AOV) [8][38]. - The gross margin is expected to improve from -4.4% in 2022 to 8.1% in 2024, with operating cash flow turning positive starting in 2023 [8][53]. Competitive Landscape - The ride-hailing industry is highly concentrated, with the largest player holding a market share of 70.4%. Cao Cao Travel aims to differentiate itself through customized services and collaboration with Geely's ecosystem [8][22]. - The company faces challenges such as high debt levels, driver and passenger retention pressures, and regulatory compliance [8][22]. Future Strategy - Cao Cao Travel plans to enhance service standards, upgrade its fleet of customized vehicles, expand its geographical coverage, and invest in autonomous driving technology [6][29]. - The company aims to leverage partnerships with local operators to facilitate expansion into new cities while maintaining a light-asset model [45][56]. Fundraising and Use of Proceeds - The IPO involves issuing 44.18 million shares, with 10% allocated for Hong Kong public offering at a price of HKD 41.94 per share [8]. - The proceeds will be allocated as follows: 19% for vehicle service solutions, 18% for upgrading customized vehicles, 17% for autonomous driving technology, 16% for expanding city coverage, 20% for debt repayment, and 10% for working capital [8].

Core Viewpoint - Cao Cao Mobility, backed by Geely Holding Group, is making significant strides in the ride-hailing industry with a unique approach and a global offering plan that aims to raise substantial capital [1][3]. Group 1: Company Overview - Founded in 2015, Cao Cao Mobility has established a strong presence in the competitive ride-hailing market [1]. - The company plans to issue 44.1786 million shares at a price of HKD 41.94 per share, targeting a total fundraising of HKD 1.853 billion, with an overall valuation of approximately HKD 22.823 billion [1]. Group 2: Competitive Advantages - Unlike purely internet-based competitors, Cao Cao Mobility benefits from Geely's deep understanding of vehicle operations and driver services, leading to enhanced user experience and operational efficiency [3]. - The company emphasizes safety and service quality, with a focus on rigorous training for drivers, exemplified by a 100% passenger satisfaction rate achieved by a dedicated driver [3]. Group 3: Innovation and Technology - Cao Cao Mobility has developed a range of customized vehicles tailored to the needs of drivers and passengers, improving service experience and reducing operational costs [3]. - The company has expanded its ride-hailing services to over 100 cities in China, deploying 33,000 new energy customized vehicles in 29 core cities, achieving significant scale and cost advantages [5]. Group 4: Future Prospects - The launch of the Cao Cao Intelligent Driving platform in February 2025 marks the company's entry into automated driving, creating a comprehensive ecosystem that integrates customized vehicles, autonomous driving technology, and a ride-hailing platform [5][7]. - Supported by Geely's technological capabilities, Cao Cao Mobility is developing customized Robotaxi models, enhancing its competitive edge and setting a new direction for the ride-hailing industry [7].

Core Viewpoint - Cao Cao Mobility, China's second-largest ride-hailing platform, is set to go public on the Hong Kong Stock Exchange, aiming to raise approximately HKD 18.53 billion to optimize services, develop custom vehicles, and repay debts [1][3][4]. Financial Situation - As of the end of 2024, Cao Cao Mobility has a high debt-to-asset ratio of 276.71%, with total debts amounting to CNY 72.19 billion and cash reserves of only CNY 1.59 billion [5][7]. - The company has reported cumulative losses exceeding CNY 82 billion from 2021 to 2024, despite increasing revenues during the same period [10][11]. Market Position - In 2024, Cao Cao Mobility holds a market share of only 5.4%, significantly trailing behind Didi's 70.4% [9][10]. - The company has been reliant on aggregation platforms, with orders from these platforms accounting for 85.4% of its total gross transaction value (GTV) in 2024 [12]. IPO Details - The IPO will involve the issuance of 44.18 million shares at a price of HKD 41.94 per share, leading to a post-IPO valuation of approximately HKD 22.82 billion [3][4]. - Six cornerstone investors, including Mercedes-Benz and other financial entities, have committed to purchasing shares worth around HKD 9.52 billion [3]. Use of Proceeds - The planned allocation of the raised funds includes 19% for service optimization, 18% for developing custom vehicles, 7% for autonomous driving technology, 6% for expanding operational coverage, 20% for debt repayment, and 10% for daily operations [4][5]. Future Prospects - The company is focusing on developing a new custom vehicle for Robotaxi services, expected to launch by the end of 2026, in collaboration with Geely Holding Group [14].

Core Viewpoint - Caocao Mobility is set to become the largest shared mobility company on the Hong Kong Stock Exchange following its IPO, especially in light of Didi's inability to return to the market in the short term [1] Group 1: Financial Performance - Caocao Mobility's GTV (Gross Transaction Value) is projected to reach 17 billion yuan in 2024, marking a year-on-year increase of 38.8%, surpassing the 37.5% growth seen in 2023 [2] - The company is expected to handle nearly 600 million orders in 2024, a significant increase from 383 million orders in 2022 [2] - Revenue figures from 2022 to 2024 are as follows: 7.631 billion yuan, 10.668 billion yuan, and 14.657 billion yuan respectively, with the average order value rising from 23.2 yuan in 2022 to 28.3 yuan in 2024 [2] - The gross margin is expected to improve from -4.4% in 2022 to 8.1% in 2024, indicating a continuous enhancement in profitability [2] Group 2: Business Strategy - The company has successfully reduced its reliance on driver subsidies, with the percentage of driver income and subsidies relative to mobility service revenue decreasing from 84.2% in 2022 to 79% in 2024 [3] - Caocao Mobility's strategy includes expanding its business scale and increasing order density, which helps reduce driver idle time and ensures income stability [3] Group 3: Custom Vehicle Fleet - The company operates the largest custom vehicle fleet in the industry, with over 34,000 custom vehicles deployed across 31 cities in China by the end of 2024 [5] - The average TCO (Total Cost of Ownership) for Caocao's custom vehicles is significantly lower, with reductions of 36.4% compared to typical electric vehicles used in shared mobility [5] - The GTV from custom vehicles is expected to grow from 5.3% in 2022 to 25.1% in 2024, indicating a strong upward trend in this segment [5] Group 4: Vehicle Service Solutions - Caocao Mobility has established a network of 133 authorized maintenance shops to provide cost-effective after-sales services, which has led to a 25% reduction in average maintenance time and a 54% decrease in costs [6] - The company has developed a battery swap network with 378 stations across 26 cities, allowing for quick battery swaps that save drivers approximately 700 yuan in potential income each month [6] Group 5: Robotaxi Development - Caocao Mobility is focusing on the Robotaxi market, having created a closed-loop ecosystem integrating custom vehicles, autonomous driving technology, and a mobility platform [7] - The company has initiated pilot Robotaxi services in Suzhou and Hangzhou, with plans to expand to other cities like Guangzhou [8] - A portion of the funds raised from the IPO will be allocated to the Robotaxi project, indicating a commitment to this emerging market [8]

6月17日，曹操出行（02643.HK）正式启动港交所招股程序，计划募资18.53亿港元。 | 招股详情 | | | --- | --- | | 行业 | 网上平台 | | 上市类别 | 主板 | | 主要股东 | 李书福(77.1%) | | 发售股份数目(百万股) | 44.18 | | 招股价(港元) | 41.94 | | 发售所得款项(亿港元) | 20 | | 配售发售股份数目(百万股) | 39.76 | | 公开发售股份数目(百万股) | 4.42 | | FY24 净亏损(百万人民币) | 1,250.8 | | FY24 市盈率(倍) | N/A | | 总市值(亿港元) | 228.2 | | 发行股份总数(新股+现有股份))(亿股) | 5.44 | | 备考调整后每股有形负债净额(港元) | (6.85) | | 交易单位(股) | 100 | | 保存人 | 华泰国际、农银国际、广发证券 | | 时间表 | | --- | | 开始登记日期 | | 截止登记日期 | | 公布申请结果及凯基退款日期 | | 股份买卖日期 | | 财务资料 | | | | --- | --- | -- ...

Core Viewpoint - Caocao Travel, backed by Geely Group, is accelerating its IPO process in Hong Kong, aiming to raise approximately HKD 18.53 billion with a valuation of around HKD 228.23 billion, despite facing significant financial challenges and operational dependencies on aggregation platforms [1][2][3]. Group 1: IPO Details - Caocao Travel plans to globally offer 44.1786 million shares at a price of HKD 41.94 per share, with the listing on June 25 [1]. - The company has engaged six cornerstone investors, including Mercedes-Benz, who have collectively subscribed to approximately HKD 9.52 billion worth of shares [1]. Group 2: Market Position and Financial Challenges - Founded in 2015, Caocao Travel has become the second-largest ride-hailing platform in China, ranking among the top three platforms by Gross Transaction Value (GTV) since 2021 [2]. - The company's reliance on aggregation platforms has increased significantly, with orders from these platforms rising from 51.4% to 85.7% over three years, leading to a dramatic increase in commission expenses from CNY 322 million in 2022 to CNY 1.046 billion in 2024, a 225% increase [2]. - Caocao Travel reported net losses of CNY 2.007 billion, CNY 1.981 billion, and CNY 1.246 billion for the years 2022 to 2024, totaling over CNY 5 billion in losses [3]. - The company's cash and cash equivalents dropped from CNY 583 million in 2023 to CNY 159 million in 2024, with a high debt ratio of 177% [3]. Group 3: Strategic Advantages and Future Plans - Caocao Travel's unique "customized vehicle model," supported by Geely's resources, has led to operational cost efficiencies, with per-kilometer costs as low as CNY 0.47, 40% lower than the industry average [4]. - The company has expanded its ride-hailing services to cover 136 cities by the end of 2024, with a market share of 5.4% [4]. - Caocao Travel is focusing on the Robotaxi sector as a key growth driver, with plans to use the HKD 18.53 billion raised from the IPO to enhance vehicle services, technology, and expand its coverage [5]. - The Robotaxi market in China is projected to grow from USD 5.4 million in 2025 to USD 47 billion by 2035, indicating a potential market expansion of 757 times [5].