北京五一視界數字孿生科技股份有限公司 章 程 2025 年 1 2 月 （H股發行上市後適用） | 目錄 | | --- | | 2 第一章 總則 | | | --- | --- | | 第二章 經營宗旨和範圍 3 | | | 第三章 股份 4 | | | 第一節 股份發行 4 | | | 第二節 股份增減和回購 7 | | | 第三節 股份轉讓 8 | | | 第四章 股東和股東會 | 10 | | 第一節 股東 | 10 | | 第二節 股東會的一般規定 | 15 | | 第三節 股東會的召集 | 18 | | 第四節 股東會的提案與通知 | 20 | | 第五節 股東會的召開 | 22 | | 第六節 股東會的表決和決議 | 26 | | 第五章 董事會 | 30 | | 第一節 董事 | 30 | | 第二節 董事會 | 34 | | 第六章 總經理及其他高級管理人員 | 38 | | 第七章 監事會 | 41 | | 第一節 監事 | 41 | | 第二節 監事會 | 42 | | 第八章 財務會計制度、利潤分配和審計 | 44 | | 第一節 財務會計制度 | 44 | | 第二節 內部審計 | ...

Core Viewpoint - The "Annual Excellence in Innovation IPO" award recognizes companies that have demonstrated significant achievements in product, model, and organizational innovation over the past year, highlighting their ability to keep pace with market trends through continuous innovation [4]. Group 1: Award Recipients - Six companies were awarded the "Annual Excellence in Innovation IPO" award: MIRXES-B (02629.HK), Wuyi Vision (06651.HK), Yino Pharma (02591.HK), Yunhan Chip City (301563.SZ), Yunjing (02670.HK), and Yunzhisheng (09678.HK) [1]. - The ranking of the awarded companies is not in any specific order and is based on the first letter of their names [1]. Group 2: Evaluation Criteria - The evaluation for the award was based on quantitative data analysis and assessments from an expert review panel [4]. - The award aims to create a valuable reference list of listed companies and unicorns within the investment community, covering all companies listed on major exchanges including the Hong Kong Stock Exchange, Shanghai Stock Exchange, Shenzhen Stock Exchange, New York Stock Exchange, and NASDAQ [4].

Core Viewpoint - The "Golden Award" annual excellence company selection by Gelonghui recognizes innovative companies in the IPO sector, highlighting their achievements in product, model, and organizational innovation over the past year [1][2]. Group 1: Award Winners - Six companies received the "Annual Excellence Innovation IPO" award: MIRXES-B (02629.HK), Wuyi Vision (06651.HK), Yinnuo Pharmaceutical-B (02591.HK), Yunhan Chip City (301563.SZ), Yunjin (02670.HK), and Yunzhisheng (09678.HK) [1]. - The ranking of the award winners is not in any particular order and is based on the first letter of the company names [1]. Group 2: Evaluation Criteria - The award evaluates companies based on quantitative data analysis and expert review, focusing on their innovation in products, business models, and organizational structures [1]. - The aim of the selection is to recognize new listed companies that have achieved excellent results through continuous innovation and alignment with market trends [1]. Group 3: Scope of the Selection - The "Golden Award" selection covers all listed companies and unicorns on major stock exchanges, including the Hong Kong Stock Exchange, Shanghai Stock Exchange, Shenzhen Stock Exchange, New York Stock Exchange, and NASDAQ [2]. - The initiative is driven by the vision of providing valuable references for investors regarding listed companies and unicorns in the market [2].

Core Insights - The collaboration between Moore Threads and 51WORLD focuses on building a next-generation physical AI simulation system based on domestic GPU computing power and advanced simulation technologies [1][3]. Group 1: Collaboration and Technology Development - Moore Threads and 51WORLD's 51Sim are working together to create a physical AI infrastructure aimed at end-to-end intelligent driving and embodied intelligence [1]. - The new simulation technology, termed "Reconstruction + Generation," addresses the limitations of traditional simulation methods, which are costly and time-consuming, by enabling AI-driven automatic generation of simulations [3]. - The physical AI simulation system developed by 51Sim and Moore Threads has already been applied in the intelligent driving sector, facilitating the closed-loop validation of intelligent driving algorithms [3]. Group 2: Capital and Market Strategy - Moore Threads is a strategic shareholder in 51WORLD, supporting its goal to become the first publicly listed company in the Physical AI sector by December 30, 2025, on the Hong Kong Stock Exchange [4]. - The partnership between Moore Threads and 51WORLD is expected to enhance their technological development and market expansion, thereby strengthening the domestic GPU and Physical AI industry chain [4].

Core Insights - The collaboration between Moore Threads and 51World focuses on building a next-generation physical AI simulation system based on the KUAE intelligent computing cluster, leveraging domestic GPU capabilities and advanced simulation technologies [1][3] - The partnership aims to address the limitations of traditional simulation methods by transitioning from manual modeling to AI-generated simulations, enhancing the efficiency and applicability of physical AI in real-world scenarios [3] - Moore Threads is a strategic investor in 51World, supporting its goal to become the first publicly listed company in the Physical AI sector by December 30, 2025, which is expected to accelerate technology development and market expansion [4] Group 1 - The collaboration centers on creating a comprehensive physical AI simulation system that integrates training and inference capabilities [3] - The new simulation technology, based on "4DGS reconstruction + generative world models," aims to overcome the challenges of high costs and long development cycles associated with traditional simulation methods [3] - The physical AI simulation system has already been applied in the intelligent driving sector, facilitating the closed-loop validation of end-to-end driving algorithms [3] Group 2 - The partnership is expected to create a synergistic effect that will enhance the development of the domestic GPU and Physical AI industry chain [4] - Both companies are pursuing a path of capitalization to secure funding for accelerated technological advancements and market penetration [4] - The future plans include expanding the application of physical AI beyond intelligent driving to encompass broader scenarios in embodied intelligence [3]

Core Viewpoint - 51WORLD is set to launch an IPO, aiming to raise up to HKD 841 million, positioning itself as the first "Physical AI" stock on the Hong Kong Stock Exchange [1][2] Group 1: IPO Details - The company plans to issue 23.975 million shares at a price of HKD 30.5 each, with an additional 15% over-allotment option [1] - The subscription period is from December 18 to December 23, 2025, with the listing expected on December 30, 2025 [1] Group 2: Company Background - Founded in 2015, 51WORLD is a leading player in the Physical AI sector, focusing on 3D graphics, simulation, and artificial intelligence [1] - The company has developed three core businesses: 51Aes (digital twin platform), 51Sim (synthetic data and simulation platform), and 51Earth (digital earth platform) [1] - Its products and solutions are utilized by over 1,000 large and medium-sized enterprises across 19 countries and regions [1] Group 3: Shareholder Composition - The company boasts a strong shareholder base, including industry giants, top investment institutions, local state-owned assets, and notable individual investors [2] - Strategic shareholder Moore Threads, a leading domestic GPU company, not only provides financial support but also enhances technical collaboration and ecosystem expansion [2] - The company has attracted significant interest from top investment firms, including state-owned entities and prominent private equity funds, reflecting strong market confidence in its technological and business model advantages [2]

Core Viewpoint - The Hong Kong stock market is entering a significant phase for annual IPOs, with six companies launching their offerings and scheduled to list on December 30, reflecting a strong demand for quality enterprises to utilize market opportunities [1][2]. Group 1: Companies and Their Offerings - Six companies, including Insilico Medicine, Wuyishijie, Xunce, Meilian Holdings, Woan Robotics, and Linqingxuan, are set to launch IPOs, covering diverse sectors such as AI pharmaceuticals, digital twins, home robotics, and high-end skincare [1][2]. - Insilico Medicine, known as a pioneer in AI pharmaceuticals, has set its IPO price at HKD 24.05, aiming to raise HKD 2.277 billion, making it the largest among the six [1]. - Wuyishijie, focusing on digital twin and Physical AI technologies, plans to issue 23.975 million shares at HKD 30.5 each, with a potential fundraising of up to HKD 841 million if the over-allotment option is exercised [2]. - Xunce, a real-time data infrastructure service provider, is expected to raise between HKD 1.08 billion and HKD 1.23 billion, with a share price range of HKD 48-55 [2]. - Woan Robotics, backed by industry figure Li Zexiang, is entering the home robotics sector, while Linqingxuan is offering 13.96645 million shares at HKD 77.77 each [2]. Group 2: Market Trends and Analysis - The concentration of tech and new consumer companies in the IPO market indicates a shift in the structure of IPOs, with technology and new consumption becoming the dominant forces [1][3]. - The traditional industrial sector, represented by Meilian Holdings, highlights the financing needs of transforming traditional industries, aligning with the "technology-led, diversified supplement" structure of the Hong Kong IPO market [3]. - The influx of new IPOs may lead to market differentiation, where the quality of cornerstone investors and the ability to deliver on performance will be critical in distinguishing the companies [3]. - The simultaneous issuance of multiple new stocks may create a fund diversion effect, impacting the demand for public offerings and international placements [3].

New IPOs - The largest biotech IPO in Hong Kong for 2025 is initiated by Insilico Medicine (03696), which boasts the fastest global progress in AI drug development [1] - Lin Qingxuan (02657) will conduct its IPO from December 18 to December 23, attracting cornerstone investors like Fidelity [1] - Woan Robotics (06600) is set to launch its IPO during the same period, with an expected listing date of December 30 [1] - Meilian Holdings (02671) and Wuyi Vision (06651) will also hold their IPOs from December 18 to December 23, both expected to list on December 30 [1] - Xun Ce (03317) will follow the same IPO schedule, with a listing anticipated on December 30 [1] - Zhihui Mining (02546) achieved a remarkable 5248.15 times subscription in its public offering, with a listing date of December 19 [1] - China National Airlines (00753) plans to invest in Shenzhen Airlines' equity financing, with Kunhang Investment, a state-owned entity, being shortlisted [1] - Sensetime-W (00020) intends to place 1.75 billion new Class B shares, aiming to raise approximately HKD 3.146 billion [1] - Fosun Pharma (02196) is enhancing its overseas innovative drug strategy by signing a cooperation and option agreement with Clavis Bio [1] - WuXi AppTec (02359) invested around EUR 30 million to acquire a 3.22% stake in a French biopharmaceutical fund [1] - Minhua Holdings (01999) plans to acquire 100% equity in the American soft furniture company Gainline Recline Intermediate Corp [1] Share Buybacks - Tencent Holdings (00700) repurchased 1.055 million shares for HKD 636 million on December 18 [2] - Xiaomi Group-W (01810) spent HKD 151 million to buy back 3.75 million shares on the same day [2] - COSCO Shipping Holdings (01919) repurchased 5.9 million shares for HKD 80.557 million [2] - Country Garden Services (06098) bought back 2.7 million shares for HKD 17.136 million [2] - Jiangsu Ninghu Expressway (00177) saw an increase of 52.862 million shares by Yunsong Capital [2]

Core Viewpoint - The Hong Kong stock market is experiencing a peak in new stock offerings, with six new stocks opening for subscription on December 18, including Wuyi Vision (06651.HK) [2] Group 1: Company Overview - Wuyi Vision is a digital twin technology company in China, focusing on 3D graphics, simulation, and artificial intelligence [4] - The company provides digital twin solutions across various sectors, including urban planning, water resource management, energy, automotive, transportation, robotics, entertainment, and social media [4] Group 2: Financial Information - Wuyi Vision plans to issue approximately 23.9752 million H-shares, with a public offering of 1.1988 million shares (about 5%) and an international offering of 22.7764 million shares (about 95%) [2] - The expected net proceeds from the offering are approximately HKD 653 million, with a share price set at HKD 30.5 [2] - The company's revenue is projected to grow from RMB 170 million in 2022 to RMB 287 million in 2024, with adjusted net losses narrowing to RMB 43.06 million [5][6] Group 3: Use of Proceeds - Approximately 80% of the funds raised will be allocated to research and development initiatives, 10% for marketing activities in China and overseas, and 10% for working capital and general corporate purposes [4] Group 4: Market Analysis - Analysts note that Wuyi Vision's public offering is relatively small compared to other new stocks, which may lead to lower subscription rates due to high demand from retail investors [2] - The company's market capitalization post-listing is expected to be around HKD 12.4 billion, with a price-to-sales ratio of approximately 40.0X for 2025 revenue, indicating a high valuation [6]

Core Viewpoint - The company, Wuyi Vision, is positioned as the "first stock of Physical AI" in the Hong Kong market, focusing on the rapidly evolving Physical AI sector, which is expected to be significantly larger than content AI [1] Group 1: Company Overview - Wuyi Vision has made substantial investments in three key areas: 3D graphics, simulation, and artificial intelligence, leading to the development of three core businesses: 51Aes (digital twin platform), 51Sim (synthetic data and simulation platform), and 51Earth (digital earth platform) [1] - The company has established a strong competitive barrier through long-term technological accumulation and successful case studies, positioning itself to provide infrastructure-level empowerment across various industries [1] Group 2: Market Position and Collaborations - Wuyi Vision is recognized as a significant player in the Physical AI market, which is projected to be worth trillions, with industry leaders predicting it to be the next wave of AI development [1] - The company has formed a deep collaborative ecosystem with Moer Thread, known as "China's Nvidia," providing essential landing scenarios for advanced GPU chips and benefiting from a vast amount of scene data accumulated over the years [2] Group 3: Financial Performance - Wuyi Vision's revenue has grown rapidly from 170 million yuan in 2022 to an estimated 287 million yuan in 2024, reflecting a compound annual growth rate of 30.02% [3] - In the first half of 2025, the company achieved approximately 54 million yuan in revenue, representing a significant year-on-year increase of 62%, indicating a strong growth trajectory [3] Group 4: Investment Appeal - The company's IPO is expected to elevate it as the "first stock of Physical AI," providing a unique opportunity for investors to share in the emerging benefits of the Physical AI industry [3] - With the gradual release of Physical AI market dividends and accelerated technological value transformation, Wuyi Vision is anticipated to experience a resonance of growth and valuation, positioning it as a premium asset in the next generation of AI [3]