將於2025年10月31日（星期五）舉行之股東特別大會之代表委任表格 本人╱吾等 （附註1） | 地址為 | | | | --- | --- | --- | | 為如祺出行科技有限公司（「本公司」）股本中每股面值0.0005美元之股份 | （附註2） 股 | 之登記持有人， | | （附註3） 茲委任大會主席或 | | | | 地址為 | | | Chenqi Technology Limited 如祺出行科技有限公司 （於開曼群島註冊成立的有限公司） （股份代號：9680） | | 普通決議案 | （附註4） 贊成 | （附註4） 反對 | | --- | --- | --- | --- | | 1. | 批准下列決議案為普通決議案： | | | | | 「動議： | | | | | (a) 謹此批准、追認及確認第三份營銷推廣服務框架協議補充協議及其 | | | | | 項下擬進行之交易，更多詳情於本公司日期為2025年10月10日的通 | | | | | 函（「通函」）中詳述； | | | | | (b) 謹此批准、追認及確認通函所載截至2026年12月31日止兩個年度第 | | | | | 三份營銷推廣 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本通告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Chenqi Technology Limited 如祺出行科技有限公司 （股份代號：9680） （於開曼群島註冊成立的有限公司） 股東特別大會通告 如祺出行科技有限公司 董事長 高銳先生 中國廣州，2025年10月10日 茲通告如祺出行科技有限公司（「本公司」）謹訂於2025年10月31日上午十時正以虛擬 會議形式舉行及透過Vistra卓佳電子投票系統出席及參與股東特別大會，以處理下 列事項： 普通決議案 考慮及酌情通過下列決議案為普通決議案： – 1 – 1. 「動議： (a) 謹此批准、追認及確認第三份營銷推廣服務框架協議補充協議及其項下擬 進行之交易，更多詳情於本公司日期為2025年10月10日的通函（「通函」）中 詳述； (b) 謹此批准、追認及確認通函所載截至2026年12月31日止兩個年度第三份營 銷推廣服務框架協議補充協議項下擬進行之持續關連交易之建議年度上 限；及 (c) 謹此授權任何 ...

此 乃 要 件 請 即 處 理 閣下對本通函任何方面或應採取之行動如有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券 商、銀行經理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下全部如祺出行科技有限公司股份，應立即將本通函及隨附之代表委任表格 送交買主或承讓人或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部分內容而產生或因依賴該等內 容而引致之任何損失承擔任何責任。 Chenqi Technology Limited 如祺出行科技有限公司 （股份代號：9680） （於開曼群島註冊成立的有限公司） 持續關連交易 進一步修訂營銷推廣服務框架協議項下之 現有年度上限 及 股東特別大會通告 獨立董事委員會及獨立股東之獨立財務顧問 如祺出行科技有限公司謹訂於2025年10月31日上午十時正以線上虛擬會議形式舉行及透過Vistra卓 佳電子投票系統以虛擬方式出席及參與股東特別大會，會上將考慮（其中包括）上列建議，召開大會 之通告載於本通函第EG ...

呈交日期: 2025年10月8日 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 如祺出行科技有限公司 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 09680 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 480,000,000 | USD | | 0.0005 | USD | | 240,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | 0 | | 本月底結存 | | | 480,000,000 | USD | | 0.0005 | USD | | 240,000 | 本月底法定/註冊股本總 ...

[Definitions and Glossary of Technical Terms](index=3&type=section&id=Definitions%20and%20Glossary%20of%20Technical%20Terms) This chapter defines key terms and technical vocabulary used in the report, covering company operations, legal, financial, and technical aspects, ensuring consistent understanding of the report content - The report defines technical terms such as AI (Artificial Intelligence), L4/L5 autonomous driving, Robotaxi (autonomous ride-sharing vehicles), as well as company entities (e.g., Ruqi Mobility, Ruqi Technology), shareholders (e.g., GAC, Zhonglong), and financial concepts (e.g., transaction value)[7](index=7&type=chunk)[8](index=8&type=chunk)[10](index=10&type=chunk) - The "Reporting Period" specifically refers to the six months ended June 30, 2025[10](index=10&type=chunk) [Company Information](index=6&type=section&id=Company%20Information) This chapter lists key company information including board members, committee compositions, joint company secretaries, authorized representatives, auditors, legal and compliance advisors, registered office, headquarters, website, stock code, listing date, and principal bankers - The company's board of directors comprises executive director Mr. Jiang Hua (CEO), non-executive director Mr. Gao Rui (Chairman), and includes an Audit Committee, Remuneration Committee, and Nomination Committee[11](index=11&type=chunk) - The company is registered in the Cayman Islands, with its headquarters and principal place of business in China located in Guangzhou, and its principal place of business in Hong Kong located in Wan Chai[13](index=13&type=chunk) - The company's stock code is 9680, and its listing date was July 10, 2024[13](index=13&type=chunk) [Financial Highlights](index=8&type=section&id=Financial%20Highlights) This chapter summarizes Ruqi Mobility's financial performance, balance sheet, and key operating data for the six months ended June 30, 2025, showing significant revenue growth, a shift from gross loss to gross profit, substantial reduction in operating loss, and overall improvement in operating metrics Financial Highlights for the Six Months Ended June 30, 2025 (RMB Thousand) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 1,676,467 | 1,037,053 | | Gross Profit / (Loss) | 37,438 | (32,445) | | Operating Loss | (124,405) | (255,887) | | Loss Before Tax | (124,917) | (331,634) | | Loss for the Period Attributable to Equity Holders of the Company | (124,917) | (331,634) | | Loss Per Share — Basic and Diluted (RMB) | (0.64) | (3.67) | Balance Sheet Highlights as of June 30, 2025 (RMB Thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current Assets | 136,922 | 182,322 | | Current Assets | 1,099,335 | 1,196,320 | | Current Liabilities | 256,940 | 262,475 | | Non-current Liabilities | 6,907 | 9,866 | | Net Assets | 972,410 | 1,106,301 | Key Operating Data for the Six Months Ended June 30, 2025 | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Transaction Value (RMB Million) | 2,032.4 | 1,295.9 | | Order Volume (Million Orders) | 73.3 | 48.5 | | Daily Order Volume (Thousand Orders) | 404.9 | 266.7 | | Average Transaction Value Per Order (RMB) | 27.7 | 26.7 | [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This chapter details Ruqi Mobility's business performance, financial condition, operating strategies, and future outlook for the reporting period, highlighting significant revenue and gross profit growth, reduced losses, and improved operating efficiency, alongside discussions on liquidity, capital resources, financial risks, and IPO proceeds utilization [I. Business Review](index=9&type=section&id=I.%20Business%20Review) As a Chinese mobility service company, Ruqi Mobility primarily offers ride-hailing services and connects various industry participants, demonstrating continuous financial improvement, significant growth in total revenue, gross profit, orders, and daily orders, with plans for further market expansion through geographical reach, technological optimization, and talent development - The company primarily provides mobility services (ride-hailing, Robotaxi, carpooling), technology services (AI data and model solutions, high-precision maps), and fleet sales and maintenance services[17](index=17&type=chunk) - For the six months ended June 30, 2025, total revenue increased by **61.7% to RMB 1,676.5 million**, and gross profit turned from a loss to a **profit of RMB 37.4 million**[17](index=17&type=chunk) - The company plans to achieve business growth by expanding into international markets, improving ride-hailing operational efficiency, iterating its hybrid operating model (human-driven ride-hailing and Robotaxi), optimizing operational management with data analytics, enhancing brand awareness, and recruiting and developing talent[19](index=19&type=chunk) [II. Financial Review](index=9&type=section&id=II.%20Financial%20Review) This chapter analyzes financial metrics for the reporting period, including revenue composition, costs, gross profit, expenses, other gains/losses, and net loss, showing a 61.7% increase in total revenue driven by mobility services, a shift from gross loss to profit, and a 62.3% reduction in net loss [Revenue](index=9&type=section&id=Revenue) For the six months ended June 30, 2025, the company's total revenue reached RMB 1,676.5 million, a 61.7% year-on-year increase, primarily driven by strong growth in mobility service revenue, especially the increase in ride-hailing service transaction value and order volume Revenue Breakdown by Business Segment (RMB Thousand) | Business Segment | 2025 (Unaudited) | % of Total | 2024 (Unaudited) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Mobility Services | 1,636,355 | 97.6% | 879,063 | 84.8% | | — Ride-hailing Services | 1,635,795 | 97.6% | 878,514 | 84.7% | | — Others | 560 | 0.0% | 549 | 0.1% | | Technology Services | 26,828 | 1.6% | 8,740 | 0.8% | | Fleet Sales and Maintenance | 13,284 | 0.8% | 149,250 | 14.4% | | **Total** | **1,676,467** | **100.0%** | **1,037,053** | **100.0%** | - Mobility service revenue increased by **86.1%** year-on-year, primarily due to an increase in ride-hailing transaction value from **RMB 1,288.9 million to RMB 2,032.2 million**, and order volume from **48.4 million to 73.3 million**[22](index=22&type=chunk) - Technology service revenue increased by **207.0%** year-on-year, mainly benefiting from enhanced technology service operating strategies and increased sales and marketing efforts[22](index=22&type=chunk) - Fleet sales and maintenance revenue decreased by **91.1%** year-on-year, primarily due to reduced vehicle sales revenue[22](index=22&type=chunk) [Cost of Revenue](index=10&type=section&id=Cost%20of%20Revenue) During the reporting period, the company's cost of revenue increased by 53.3% to RMB 1,639.0 million, mainly due to increased driver service fees from ride-hailing business growth, higher technology service costs, and increased cooperation costs with third-party mobility service platforms - Cost of revenue increased from **RMB 1,069.5 million** in the same period of 2024 to **RMB 1,639.0 million** in the same period of 2025, a **53.3% increase**[23](index=23&type=chunk) - The increase in costs was primarily attributable to higher driver service fees resulting from ride-hailing business growth, increased costs associated with the growth of technology services, and higher service fees incurred from orders acquired through third-party platforms[23](index=23&type=chunk) [Gross Profit / (Loss) and Gross Margin](index=11&type=section&id=Gross%20Profit%20%2F%20%28Loss%29%20and%20Gross%20Margin) The company's gross profit shifted from a gross loss of RMB 32.4 million in the same period of 2024 to a gross profit of RMB 37.4 million in the same period of 2025, with the gross margin improving from -3.1% to 2.2%, primarily due to an improved gross loss margin in mobility services achieved through optimized customer and driver incentive policies Gross Profit / (Loss) and Gross Margin Breakdown by Business Segment (RMB Thousand) | Business Segment | 2025 Gross Profit | 2025 Gross Margin | 2024 Gross Profit (Loss) | 2024 Gross Margin | | :--- | :--- | :--- | :--- | :--- | | Mobility Services | 32,783 | 2.0% | (40,722) | (4.6)% | | Technology Services | 893 | 3.3% | 1,422 | 16.3% | | Fleet Sales and Maintenance | 3,762 | 28.3% | 6,855 | 4.6% | | **Total** | **37,438** | **2.2%** | **(32,445)** | **(3.1)%** | - The overall gross margin improvement was mainly due to the improved gross loss margin in mobility services, resulting from more prudent customer incentive policies and reduced additional driver incentives[26](index=26&type=chunk) [Other Income](index=11&type=section&id=Other%20Income) For the six months ended June 30, 2025, the company's other income increased by 206.1% to RMB 16.2 million, primarily driven by a significant increase in bank deposit interest income - Other income increased from **RMB 5.3 million** in the same period of 2024 to **RMB 16.2 million** in the same period of 2025, a **206.1% increase**[27](index=27&type=chunk) - The primary reason for the increase was higher bank deposit interest income[27](index=27&type=chunk) [Selling and Marketing Expenses](index=11&type=section&id=Selling%20and%20Marketing%20Expenses) During the reporting period, selling and marketing expenses decreased by 24.3% to RMB 65.0 million, primarily due to the company's regional expansion strategy enhancing brand awareness, thereby reducing promotional and marketing expenditures - Selling and marketing expenses decreased from **RMB 85.9 million** in the same period of 2024 to **RMB 65.0 million** in the same period of 2025, a **24.3% decrease**[28](index=28&type=chunk) - The reduction in expenses was mainly due to increased brand awareness resulting from the regional expansion strategy, which reduced the need for promotions and marketing[28](index=28&type=chunk) [General and Administrative Expenses](index=11&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses decreased by 22.9% to RMB 48.9 million, primarily due to reduced listing expenses, lower share-based payment expenses, and improved operating efficiency and economies of scale from business expansion - General and administrative expenses decreased from **RMB 63.4 million** in the same period of 2024 to **RMB 48.9 million** in the same period of 2025, a **22.9% decrease**[29](index=29&type=chunk) - Reasons for the decrease include reduced listing expenses, lower share-based payment expenses, and improved operating efficiency and economies of scale[29](index=29&type=chunk) [Research and Development Expenses](index=12&type=section&id=Research%20and%20Development%20Expenses) Research and development expenses decreased by 12.7% to RMB 64.2 million, primarily due to costs related to R&D personnel's contributions to technology services being recognized as service revenue, and benefits from improved operating efficiency - Research and development expenses decreased from **RMB 73.5 million** in the same period of 2024 to **RMB 64.2 million** in the same period of 2025, a **12.7% decrease**[30](index=30&type=chunk) - Reasons for the decrease include R&D personnel contributing to technology services, with related costs recognized as service revenue, and improved operating efficiency[30](index=30&type=chunk) [Credit Loss on Trade and Other Receivables](index=12&type=section&id=Credit%20Loss%20on%20Trade%20and%20Other%20Receivables) Credit loss on trade and other receivables significantly decreased by 96.9% to RMB 0.1 million, primarily due to a reduction in loss provisions - Credit loss decreased from **RMB 3.9 million** in the same period of 2024 to **RMB 0.1 million** in the same period of 2025, a **96.9% decrease**[31](index=31&type=chunk) - The main reason was a reduction in loss provisions for trade and other receivables[31](index=31&type=chunk) [Other Net Gain / (Loss)](index=12&type=section&id=Other%20Net%20Gain%20%2F%20%28Loss%29) The company's other net gain/loss shifted from a net loss of RMB 2.1 million in the same period of 2024 to a net gain of approximately RMB 0.1 million in the same period of 2025 - Other net gain/loss shifted from a **net loss of RMB 2.1 million** in the same period of 2024 to a **net gain of approximately RMB 0.1 million** in the same period of 2025[32](index=32&type=chunk) [Finance Costs](index=12&type=section&id=Finance%20Costs) Finance costs decreased from RMB 0.9 million in the same period of 2024 to RMB 0.5 million in the same period of 2025 - Finance costs decreased from **RMB 0.9 million** in the same period of 2024 to **RMB 0.5 million** in the same period of 2025[33](index=33&type=chunk) [Change in Fair Value of Convertible Redeemable Preferred Shares](index=12&type=section&id=Change%20in%20Fair%20Value%20of%20Convertible%20Redeemable%20Preferred%20Shares) Due to the conversion of convertible redeemable preferred shares into ordinary shares upon the company's initial public offering, the change in fair value for this item was zero in the 2025 reporting period, compared to a loss of RMB 66.3 million in the same period of 2024 - In the 2025 reporting period, the change in fair value of convertible redeemable preferred shares was **zero**, compared to a **loss of RMB 66.3 million** in the same period of 2024[34](index=34&type=chunk) - The change was zero because the preferred shares were converted into ordinary shares upon the company's initial public offering[34](index=34&type=chunk) [Change in Fair Value of Other Financial Liabilities Issued to Investors](index=12&type=section&id=Change%20in%20Fair%20Value%20of%20Other%20Financial%20Liabilities%20Issued%20to%20Investors) In the 2025 reporting period, the change in fair value of other financial liabilities issued to investors was zero, compared to a loss of RMB 8.6 million in the same period of 2024, primarily due to the exercise of warrants and repayment of related loans - In the 2025 reporting period, the change in fair value of other financial liabilities issued to investors was **zero**, compared to a **loss of RMB 8.6 million** in the same period of 2024[35](index=35&type=chunk) - The change to zero was due to the exercise of warrants and repayment of related loans[35](index=35&type=chunk) [Loss for the Period](index=12&type=section&id=Loss%20for%20the%20Period) For the six months ended June 30, 2025, the company's net loss was RMB 124.9 million, a significant reduction of 62.3% compared to RMB 331.6 million in the same period of 2024 - Net loss decreased from **RMB 331.6 million** in the same period of 2024 to **RMB 124.9 million** in the same period of 2025, a **62.3% decrease**[36](index=36&type=chunk) [Non-IFRS Measures](index=12&type=section&id=Non-IFRS%20Measures) The company uses adjusted net loss (a non-IFRS measure) as a supplementary financial indicator, adjusted by adding back changes in fair value of convertible redeemable preferred shares, changes in fair value of other financial liabilities, share-based payments, and listing expenses, to better reflect operating performance. As of June 30, 2025, the adjusted net loss was RMB 121.4 million, a 49.8% year-on-year decrease - Adjusted net loss (a non-IFRS measure) is defined as net loss for the period adjusted by adding back changes in fair value of convertible redeemable preferred shares, changes in fair value of other financial liabilities issued to investors, equity-settled share-based payments, and listing expenses related to the global offering[38](index=38&type=chunk) Reconciliation of Net Loss to Adjusted Net Loss (RMB Thousand) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Net Loss for the Period | (124,917) | (331,634) | | Add: Change in Fair Value of Convertible Redeemable Preferred Shares | — | 66,290 | | Add: Change in Fair Value of Other Financial Liabilities Issued to Investors | — | 8,552 | | Add: Equity-settled Share-based Payments | 3,479 | 8,197 | | Add: Listing Expenses | — | 6,602 | | **Adjusted Net Loss** | **(121,438)** | **(241,993)** | - For the six months ended June 30, 2025, adjusted net loss was **RMB 121.4 million**, a **49.8% decrease** compared to **RMB 242.0 million** in the same period of 2024[38](index=38&type=chunk) [Liquidity and Capital Resources](index=14&type=section&id=Liquidity%20and%20Capital%20Resources) This chapter discusses the company's liquidity, debt levels, financial ratios, capital expenditures, and commitments, showing total cash and cash equivalents of RMB 878.4 million as of June 30, 2025, decreased net cash used in operating activities, changes in current and debt-to-asset ratios, and increased capital expenditures - As of June 30, 2025, the company's cash and cash equivalents and time deposits totaled **RMB 878.4 million**, lower than **RMB 1,016.6 million** as of December 31, 2024[40](index=40&type=chunk) - Net cash used in operating activities decreased from **RMB 200.0 million** in the same period of 2024 to **RMB 118.6 million** in the same period of 2025[40](index=40&type=chunk) Debt Details (RMB Thousand) | Debt Type | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Current Loans and Borrowings | 10,007 | 23,026 | | Current Lease Liabilities | 5,367 | 5,989 | | Non-current Lease Liabilities | 6,907 | 9,866 | | **Total** | **22,281** | **38,881** | - The current ratio decreased from **455.8%** as of December 31, 2024, to **427.9%** as of June 30, 2025, and the debt-to-asset ratio increased from **19.8% to 21.3%**, primarily due to a decrease in current assets from operating cash outflows[44](index=44&type=chunk) - Capital expenditures increased to **RMB 10.1 million** in the first half of 2025 (first half of 2024: **RMB 5.8 million**), mainly for the purchase of property, plant and equipment[46](index=46&type=chunk) [Financial Risks](index=16&type=section&id=Financial%20Risks) This chapter outlines the credit, liquidity, interest rate, and currency risks faced by the company, along with strategies for managing and monitoring these risks - Credit risk primarily arises from trade receivables, deposits, and other receivables, but is limited due to counterparties being banks with high credit ratings[53](index=53&type=chunk) - Liquidity risk is managed by regularly monitoring needs, maintaining sufficient cash reserves, and committed credit facilities[54](index=54&type=chunk) - Interest rate risk primarily stems from floating-rate bank deposits, but there were no fixed-rate financial instruments measured at fair value through profit or loss at the end of the reporting period[55](index=55&type=chunk) - Currency risk mainly arises from transactions in currencies other than the functional currency, but as of June 30, 2025, foreign exchange risk was not significant, and no hedging was undertaken during the reporting period[56](index=56&type=chunk) [III. Use of Net Proceeds from Listing and Global Offering](index=17&type=section&id=III.%20Use%20of%20Net%20Proceeds%20from%20Listing%20and%20Global%20Offering) This chapter details the use of net proceeds from the company's global offering and their utilization as of June 30, 2025, with approximately HKD 982.4 million allocated for autonomous driving and Robotaxi R&D, mobility service upgrades, geographical expansion, strategic partnerships, and working capital, with no changes to the intended use or timetable - The net proceeds from the global offering amounted to approximately **HKD 982.4 million**[57](index=57&type=chunk) Use of Net Proceeds from Global Offering (HKD Million) | Use | Approximate Percentage of Total Net Proceeds | Net Proceeds from Global Offering | Unutilized Net Proceeds as of January 1, 2025 | Net Proceeds Utilized During Reporting Period | Remaining Net Proceeds as of June 30, 2025 | Expected Time for Full Utilization of Remaining Net Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | R&D activities for autonomous driving and Robotaxi operations | 40% | 392.96 | 314.54 | 58.71 | 255.83 | 2026 and beyond | | Product upgrades and operational efficiency improvements for mobility services | 20% | 196.48 | 153.58 | 39.49 | 114.09 | 2026 and beyond | | Expanding user base, enhancing brand awareness, and increasing market share in geographical expansion strategy | 20% | 196.48 | 163.10 | 14.94 | 148.16 | 2026 and beyond | | Establishing strategic partnerships, investments, and acquisitions in the mobility industry value chain | 10% | 98.24 | 98.24 | — | 98.24 | 2026 and beyond | | Working capital and general corporate purposes | 10% | 98.24 | 98.24 | — | 98.24 | 2026 and beyond | | **Total** | **100%** | **982.40** | **827.70** | **113.14** | **714.56** | | - As of the date of this report, there have been no changes to the intended use of net proceeds or the expected timetable for their implementation[58](index=58&type=chunk) [Other Information](index=18&type=section&id=Other%20Information) This chapter covers non-financial information including corporate governance, securities dealings, director updates, equity incentive plans, and major shareholder holdings, with no interim dividend declared, compliance with corporate governance and securities dealing codes, and detailed disclosures on pre-IPO equity incentive plan changes and director/major shareholder interests [Interim Dividend](index=18&type=section&id=Interim%20Dividend) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[59](index=59&type=chunk) [Events After Reporting Period](index=18&type=section&id=Events%20After%20Reporting%20Period) The company has not identified any significant subsequent events from the end of the reporting period up to the date of this report - The company is not aware of any significant subsequent events from the end of the reporting period up to the date of this report[60](index=60&type=chunk) [Corporate Governance Code](index=18&type=section&id=Corporate%20Governance%20Code) The company is committed to maintaining high standards of corporate governance and has adopted the Corporate Governance Code set out in Appendix C1 of the Listing Rules. During the reporting period, the company complied with all applicable code provisions, except for the Chairman of the Board who was unable to attend the Annual General Meeting due to other business commitments - The company has adopted the Corporate Governance Code set out in Appendix C1 of the Listing Rules and has complied with all applicable code provisions during the reporting period[61](index=61&type=chunk) - The only exception was the Chairman of the Board's inability to attend the Annual General Meeting held on May 27, 2025, which contravened code provision F.2.2 (now F.1.3)[61](index=61&type=chunk) [Compliance with Model Code for Securities Transactions](index=18&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code during the reporting period, with no instances of employee breaches identified by the company - The company has adopted the Model Code for Securities Transactions set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code throughout the reporting period[62](index=62&type=chunk) - The company has not identified any instances of employees who may possess inside information breaching the Model Code[62](index=62&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=19&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities, and no treasury shares were held at the end of the reporting period - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[63](index=63&type=chunk) - As of the end of the reporting period, the company held no treasury shares[63](index=63&type=chunk) [Update on Directors' Information](index=19&type=section&id=Update%20on%20Directors%27%20Information) This chapter discloses updates to directors' information during the reporting period, including changes in positions held by independent non-executive directors Mr. Zhang Junyi and Mr. Zhang Senquan in other companies - Independent non-executive director Mr. Zhang Junyi ceased to be an independent director of Zongmu Technology (Shanghai) Co., Ltd. since February 2025 and has served as an independent non-executive director of Shenzhen Chengtian Technology Co., Ltd. since May 2025[67](index=67&type=chunk) - Independent non-executive director Mr. Zhang Senquan has served as an independent director of Shandong Weigao Blood Purification Products Co., Ltd. since May 19, 2025, and as a joint company secretary of China Communications (Group) Holdings Limited since July 2025[67](index=67&type=chunk) [Review of Interim Results and Interim Report](index=19&type=section&id=Review%20of%20Interim%20Results%20and%20Interim%20Report) The Audit Committee has reviewed the Group's interim results and interim financial report, deeming them prepared in accordance with applicable accounting standards, rules, and regulations, with appropriate disclosures. The interim financial report is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements - The Audit Committee, comprising three independent non-executive directors with Mr. Zhang Senquan as Chairman, is responsible for reviewing interim results and financial reports[65](index=65&type=chunk) - The interim financial report is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[65](index=65&type=chunk) [Continuing Disclosure Obligations under Listing Rules](index=19&type=section&id=Continuing%20Disclosure%20Obligations%20under%20Listing%20Rules) The company states that it has no disclosure obligations under Rules 13.20, 13.21, and 13.22 of the Listing Rules - The company has no disclosure obligations under Rules 13.20, 13.21, and 13.22 of the Listing Rules[66](index=66&type=chunk) [Pre-IPO Share Incentive Scheme](index=20&type=section&id=Pre-IPO%20Share%20Incentive%20Scheme) This chapter details the company's Pre-IPO Share Incentive Scheme adopted on July 14, 2021, designed to attract, retain, and motivate senior officers, directors, and employees. The scheme includes share options, restricted shares, and other share awards, with disclosure of changes in share options and restricted shares during the reporting period [Scheme Overview](index=20&type=section&id=Scheme%20Overview) The Pre-IPO Share Incentive Scheme, adopted on July 14, 2021, aims to attract, retain, and motivate the Group's senior officers, directors, and employees through share options, restricted shares, and other share awards, with a maximum of 10,000,000 shares issuable - The scheme aims to attract, retain, and motivate the Group's senior officers, directors, and employees, and to promote business success[69](index=69&type=chunk) - Award types include share options, restricted shares, and other share awards[71](index=71&type=chunk) - The maximum number of shares that can be issued to participants under the scheme is **10,000,000 shares**, representing approximately **4.90%** of the total issued shares as of the date of this report[72](index=72&type=chunk) [Share Options](index=21&type=section&id=Share%20Options) This chapter details the grant, pricing, vesting schedule, and exercise period of share options. Option prices are determined based on the participant's entry date, vesting typically occurs in equal installments over four years, and the exercise period is up to twelve years from the grant date - The share option price is **RMB 10.00 per share** for participants who joined on or after January 1, 2020, and at the discretion of the committee for other participants[75](index=75&type=chunk) - Shares related to share options typically vest in equal installments over four years, or for participants who joined before January 1, 2020, 50% vest on the first anniversary and the remaining 50% vest in equal installments over two years[76](index=76&type=chunk) - Participants may exercise vested share options at any time after the IPO, for a maximum period of twelve years from the grant date[77](index=77&type=chunk) Details of Share Option Movements under Pre-IPO Share Incentive Scheme | Grantee Name / Category | Number of Shares Related to Share Options as of January 1, 2025 | Granted During Reporting Period | Vested During Reporting Period | Cancelled / Forfeited During Reporting Period | Expired During Reporting Period | Exercised During Reporting Period | Number of Shares Related to Share Options as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Director — Mr. Jiang Hua | 660,000 | — | — | — | — | — | 660,000 | | Other Grantees — Highest Paid Individuals (4 in total) | 1,409,782 | — | — | — | 106,642 | — | 1,303,140 | | Others (total) | 5,090,982 | — | — | — | 155,457 | 37,100 | 4,900,135 | | **Total** | **7,160,764** | **—** | **—** | **—** | **262,099** | **37,100** | **6,863,275** | [Restricted Shares](index=22&type=section&id=Restricted%20Shares) This chapter describes the grant method, consideration, and performance targets for restricted shares. The grant of restricted shares may be conditional upon achieving specific performance targets, and failure to meet these targets may result in forfeiture - Restricted share awards are grants of a specified number of shares by the Board to participants, which will be forfeited upon the occurrence of certain events[78](index=78&type=chunk) - The consideration for restricted share grants is **RMB 10.00 per share** for current participants, and at the discretion of the Board for non-current participants[78](index=78&type=chunk) - The Board may set performance targets as conditions for the grant of restricted shares or the expiration of the restriction period, and participants may be required to forfeit awards if these targets are not met[79](index=79&type=chunk) Details of Restricted Share Movements under Pre-IPO Share Incentive Scheme | Grantee Name / Category | Number of Shares Related to Restricted Shares Awarded as of January 1, 2025 | Granted During Reporting Period | Vested During Reporting Period | Cancelled / Forfeited During Reporting Period | Expired During Reporting Period | Awards Not Yet Vested as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Director — Mr. Jiang Hua | 55,000 | — | — | — | — | 55,000 | | Other Grantees — Highest Paid Individuals (4 in total) | 110,547 | — | — | — | 35,547 | 75,000 | | Others (total) | — | — | — | — | — | — | | **Total** | **165,547** | **—** | **—** | **—** | **35,547** | **130,000** | [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations](index=25&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) This chapter discloses the long positions of directors and the chief executive in the company's shares or underlying shares as of June 30, 2025, with Mr. Jiang Hua holding 880,000 shares, including share options and restricted shares Directors' and Chief Executive's Long Positions in Shares or Underlying Shares of the Company | Director Name | Capacity / Nature of Interest | Number of Shares Held | Approximate Percentage of Equity Interest | | :--- | :--- | :--- | :--- | | Jiang Hua | Beneficial Owner | 880,000 (L) | 0.43% | - Mr. Jiang Hua's interests include **660,000 shares** related to share options granted under the Pre-IPO Share Incentive Scheme, as well as **165,000 restricted shares** and **55,000 underlying shares**[90](index=90&type=chunk) [Major Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=26&type=section&id=Major%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) This chapter discloses the interests of major shareholders in the company's shares or underlying shares as of June 30, 2025, including GAC Group, GAC, Zhonglong, Tencent Mobility Limited (a subsidiary of Tencent Holdings Limited), Pony.ai Hong Kong Limited (a subsidiary of Pony.ai Inc.), and Didi Global Inc. Major Shareholders' Interests in Shares or Underlying Shares of the Company | Shareholder Name / Name | Capacity / Nature of Interest | Number of Shares Held | Approximate Percentage of Equity Interest | | :--- | :--- | :--- | :--- | | GAC Group | Beneficial Owner | 46,302,391 (L) | 22.68% | | GAC Group | Interest in Controlled Corporation | 26,202,774 (L) | 12.84% | | GAC | Interest in Controlled Corporation | 26,202,774 (L) | 12.84% | | Zhonglong | Beneficial Owner | 26,202,774 (L) | 12.84% | | Tencent Mobility Limited | Beneficial Owner | 32,396,688 (L) | 15.87% | | Tencent Holdings Limited | Interest in Controlled Corporation | 32,396,688 (L) | 15.87% | | Pony.ai Hong Kong Limited | Beneficial Owner | 10,909,912 (L) | 5.35% | | Pony.ai Inc. | Interest in Controlled Corporation | 10,909,912 (L) | 5.35% | | Peng Jun | Interest in Controlled Corporation | 10,909,912 (L) | 5.35% | | Didi Global Inc. | Interest in Controlled Corporation | 11,627,700 (L) | 5.70% | - GAC Group, GAC, and Zhonglong collectively hold shares in the company, with Zhonglong being a wholly-owned subsidiary of GAC, and GAC Group owning **52.51%** of GAC's equity[92](index=92&type=chunk) - Tencent Mobility Limited is a wholly-owned subsidiary of Tencent Holdings Limited[92](index=92&type=chunk) - Pony.ai Hong Kong Limited is a wholly-owned subsidiary of Pony.ai Inc., controlled by Mr. Peng Jun[92](index=92&type=chunk) - Didi Global Inc. holds shares through its subsidiaries Jovial Lane Limited and Voyager Global Inc[92](index=92&type=chunk) [Review Report](index=28&type=section&id=Review%20Report) KPMG reviewed Ruqi Mobility's interim financial report for the six months ended June 30, 2025, finding no matters suggesting the report was not prepared in all material respects in accordance with IAS 34 - KPMG has reviewed the interim financial report in accordance with Hong Kong Standard on Review Engagements 2410[97](index=97&type=chunk) - The review concluded that nothing has come to their attention that causes them to believe the interim financial report is not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting"[98](index=98&type=chunk) - As the scope of a review is less than that of an audit, no audit opinion is expressed[97](index=97&type=chunk) [Consolidated Statement of Profit or Loss](index=29&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) This chapter presents the consolidated statement of profit or loss for the six months ended June 30, 2025, showing significant revenue growth, a shift from gross loss to profit, and substantial reductions in operating loss and loss for the period Key Data from Consolidated Statement of Profit or Loss (RMB Thousand) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 1,676,467 | 1,037,053 | | Cost of Revenue | (1,639,029) | (1,069,498) | | Gross Profit / (Loss) | 37,438 | (32,445) | | Other Income | 16,236 | 5,304 | | Selling and Marketing Expenses | (64,969) | (85,877) | | General and Administrative Expenses | (48,870) | (63,395) | | Research and Development Expenses | (64,186) | (73,524) | | Operating Loss | (124,405) | (255,887) | | Loss Before Tax | (124,917) | (331,634) | | Loss for the Period Attributable to Equity Holders of the Company | (124,917) | (331,634) | | Loss Per Share — Basic and Diluted (RMB) | (0.64) | (3.67) | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=30&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This chapter presents the consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2025, showing the loss for the period and total comprehensive income Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income (RMB Thousand) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period | (124,917) | (331,634) | | Items that may be reclassified subsequently to profit or loss: | | | | Exchange differences on translation of financial statements of foreign operations | (12,823) | (3,356) | | Other Comprehensive Income for the Period | (12,823) | (3,356) | | Total Comprehensive Income for the Period Attributable to Equity Holders of the Company | (137,740) | (334,990) | [Consolidated Statement of Financial Position](index=31&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This chapter presents the consolidated statement of financial position as of June 30, 2025, reflecting the company's asset, liability, and equity structure, with decreases in current assets and net assets, but also a slight reduction in current liabilities Key Data from Consolidated Statement of Financial Position (RMB Thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 46,295 | 54,358 | | Right-of-use Assets | 30,619 | 37,236 | | Intangible Assets | 17,914 | 21,882 | | Other Non-current Assets | 42,094 | 68,846 | | **Total Non-current Assets** | **136,922** | **182,322** | | **Current Assets** | | | | Inventories | 857 | 2,440 | | Trade Receivables | 20,303 | 28,597 | | Prepayments, Deposits and Other Receivables | 199,775 | 148,665 | | Time Deposits | 506,230 | — | | Cash and Cash Equivalents | 372,170 | 1,016,618 | | **Total Current Assets** | **1,099,335** | **1,196,320** | | **Current Liabilities** | | | | Trade Payables | 93,112 | 66,838 | | Accruals and Other Payables | 144,662 | 162,252 | | Loans and Borrowings | 10,007 | 23,026 | | Contract Liabilities | 3,792 | 4,370 | | Lease Liabilities | 5,367 | 5,989 | | **Total Current Liabilities** | **256,940** | **262,475** | | **Net Current Assets** | **842,395** | **933,845** | | **Non-current Liabilities** | | | | Lease Liabilities | 6,907 | 9,866 | | **Total Non-current Liabilities** | **6,907** | **9,866** | | **Net Assets** | **972,410** | **1,106,301** | | **Total Equity** | **972,410** | **1,106,301** | [Consolidated Statement of Changes in Equity](index=33&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This chapter presents the consolidated statement of changes in equity for the six months ended June 30, 2025, reflecting changes in share capital, share premium, capital reserve, share-based payment reserve, exchange reserve, other reserves, and accumulated losses, resulting in a decrease in total equity from RMB 1,106,301 thousand to RMB 972,410 thousand at period-end Key Data from Consolidated Statement of Changes in Equity (RMB Thousand) | Indicator | Share Capital | Share Premium | Capital Reserve | Share-based Payment Reserve | Exchange Reserve | Other Reserves | Accumulated Losses | Total Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of January 1, 2025 | 688 | 3,976,660 | 57,688 | 89,255 | (1,863) | (15,683) | (3,000,444) | 1,106,301 | | Loss for the Period | — | — | — | — | — | — | (124,917) | (124,917) | | Other Comprehensive Income for the Period | — | — | — | — | (12,823) | — | — | (12,823) | | Total Comprehensive Income for the Period | — | — | — | — | (12,823) | — | (124,917) | (137,740) | | Equity-settled Share-based Payment Transactions | — | — | — | 3,479 | — | — | — | 3,479 | | Exercise of Share Options under Share Incentive Scheme | * | 370 | — | — | — | — | — | 370 | | Balance as of June 30, 2025 | 688 | 3,977,030 | 57,688 | 92,734 | (14,686) | (15,683) | (3,125,361) | 972,410 | [Consolidated Statement of Cash Flows](index=35&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This chapter presents the consolidated statement of cash flows for the six months ended June 30, 2025, showing decreased net cash used in operating activities, significantly increased net cash used in investing activities, and decreased net cash used in financing activities, leading to a substantial decline in cash and cash equivalents at period-end Key Data from Consolidated Statement of Cash Flows (RMB Thousand) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (118,561) | (200,010) | | Net Cash Used in Investing Activities | (499,900) | (929) | | Net Cash Used in Financing Activities | (16,076) | (40,017) | | Net Decrease in Cash and Cash Equivalents | (634,537) | (240,956) | | Cash and Cash Equivalents at Beginning of Period | 1,016,618 | 612,858 | | Effect of Exchange Rate Changes on Cash Held | (9,911) | 1,138 | | Cash and Cash Equivalents at End of Period | 372,170 | 373,040 | [Notes to the Unaudited Interim Financial Report](index=36&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Report) This chapter provides detailed explanations and supplementary information for the interim financial report, including general company information, accounting policy changes, revenue and segment reporting, expense breakdowns, balance sheet item analysis, share-based payment transactions, capital and reserves, fair value measurement of financial instruments, commitments, and significant related party transactions, offering deeper context for understanding the company's financial position and operating performance [1 General Information and Basis of Preparation](index=36&type=section&id=1%20General%20Information%20and%20Basis%20of%20Preparation) Ruqi Mobility Technology Co., Ltd. was incorporated in the Cayman Islands on April 30, 2019, and its shares have been listed on the Main Board of the Hong Kong Stock Exchange since July 10, 2024. The Group primarily engages in mobility services, technology services, and fleet sales and maintenance businesses in China. The interim financial report is prepared in accordance with the Hong Kong Stock Exchange Listing Rules and International Accounting Standard 34, and although unaudited, it has been reviewed by KPMG - The company was incorporated in the Cayman Islands on April 30, 2019, and its shares have been listed on the Main Board of the Hong Kong Stock Exchange since July 10, 2024[116](index=116&type=chunk) - The Group primarily engages in mobility services, technology services, and fleet sales and maintenance businesses in China[116](index=116&type=chunk) - The interim financial report is prepared in accordance with International Accounting Standard 34, and although unaudited, it has been reviewed by KPMG[116](index=116&type=chunk)[117](index=117&type=chunk) [2 Changes in Accounting Policies](index=36&type=section&id=2%20Changes%20in%20Accounting%20Policies) The Group applied the amendment to IAS 21 "The Effects of Changes in Foreign Exchange Rates — Lack of Exchangeability" during this accounting period, but it had no significant impact on the interim report as the company did not engage in foreign currency non-exchangeable transactions. The company has not applied any new standards or interpretations that are not yet effective - The Group applied the amendment to International Accounting Standard 21 "The Effects of Changes in Foreign Exchange Rates — Lack of Exchangeability," but it had no significant impact on the interim report[118](index=118&type=chunk) - The Group has not applied any new standards or interpretations that are not yet effective for this accounting period[119](index=119&type=chunk) [3 Revenue and Segment Reporting](index=37&type=section&id=3%20Revenue%20and%20Segment%20Reporting) This chapter details the company's revenue composition and segment reporting by business line. Revenue primarily comes from mobility services, with significant growth in technology service revenue, while fleet sales and maintenance revenue substantially decreased. Segment reporting shows a narrowing loss in mobility services, and profitability in both technology services and fleet sales and maintenance businesses [Revenue](index=37&type=section&id=Revenue) The company's revenue primarily derives from mobility services, with ride-hailing services contributing the most. Technology service revenue significantly increased, while fleet sales and maintenance revenue substantially decreased Revenue Classified by Business Line (RMB Thousand) | Business Line | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Mobility Services | 1,636,355 | 879,063 | | — Ride-hailing Services | 1,635,795 | 878,514 | | — Others | 560 | 549 | | Technology Services | 26,828 | 8,740 | | Fleet Sales and Maintenance | 13,284 | 149,250 | | **Total** | **1,676,467** | **1,037,053** | - Within fleet sales and maintenance business, revenue from vehicle sales significantly decreased from **RMB 133,851 thousand** in the same period of 2024 to **RMB 1,717 thousand** in the same period of 2025[122](index=122&type=chunk) [Segment Reporting](index=38&type=section&id=Segment%20Reporting) The company manages its business through three reportable segments: mobility services, technology services, and fleet sales and maintenance. For the six months ended June 30, 2025, the mobility services segment's loss narrowed, while both technology services and fleet sales and maintenance segments achieved profitability Segment Results (For the Six Months Ended June 30, 2025, RMB Thousand) | Indicator | Mobility Services | Technology Services | Fleet Sales and Maintenance | Total | | :--- | :--- | :--- | :--- | :--- | | External Revenue | 1,636,355 | 26,828 | 13,284 | 1,676,467 | | Segment (Loss) / Profit Before Tax | (91,261) | 893 | 1,121 | (89,247) | | Bank Deposit Interest Income | 417 | — | 150 | 567 | | Finance Costs | (421) | — | (91) | (512) | | Depreciation and Amortization | (17,063) | (975) | (1,122) | (19,160) | | Credit Loss on Trade and Other Receivables | (122) | — | — | (122) | Segment Results (For the Six Months Ended June 30, 2024, RMB Thousand) | Indicator | Mobility Services | Technology Services | Fleet Sales and Maintenance | Total | | :--- | :--- | :--- | :--- | :--- | | External Revenue | 879,063 | 8,740 | 149,250 | 1,037,053 | | Segment (Loss) / Profit Before Tax | (196,670) | 1,422 | 1,851 | (193,397) | | Bank Deposit Interest Income | 4,464 | — | 79 | 4,543 | | Finance Costs | (905) | — | — | (905) | | Depreciation and Amortization | (19,971) | (927) | (2,137) | (23,035) | | Credit Loss on Trade and Other Receivables | (3,890) | — | — | (3,890) | | Service Costs Waived by a Shareholder for Mobility Service Platform | (2,814) | — | — | (2,814) | - All non-current assets and revenue are derived from operations in China[129](index=129&type=chunk) [4 Other Income](index=40&type=section&id=4%20Other%20Income) This chapter lists the components of other income, primarily including government grants and bank deposit interest income, with a significant increase in bank deposit interest income Other Income Details (RMB Thousand) | Income Source | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Government Grants | 2,469 | 761 | | Bank Deposit Interest Income | 13,767 | 4,543 | | **Total** | **16,236** | **5,304** | [5 Loss Before Tax](index=40&type=section&id=5%20Loss%20Before%20Tax) This chapter details the components of loss before tax, including finance costs and other expenses such as intangible asset amortization, depreciation, exchange gains, and research and development costs [Finance Costs](index=40&type=section&id=Finance%20Costs) Finance costs primarily consist of interest on loans and other borrowings and interest on lease liabilities, totaling RMB 512 thousand in 2025, down from RMB 905 thousand in the same period of 2024 Finance Costs Details (RMB Thousand) | Cost Type | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Interest on Loans and Other Borrowings | 176 | 459 | | Interest on Lease Liabilities | 336 | 446 | | **Total** | **512** | **905** | [Other Items](index=41&type=section&id=Other%20Items) This chapter lists other major items included in the loss before tax, such as intangible asset amortization, depreciation of property, plant and equipment, depreciation of right-of-use assets, exchange gains, research and development costs, and inventory costs Other Items Details (RMB Thousand) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Amortization of Intangible Assets | 4,285 | 4,236 | | Depreciation — Property, Plant and Equipment | 8,877 | 11,398 | | Depreciation — Right-of-use Assets | 5,998 | 7,401 | | Exchange Gains | (2,912) | (860) | | Research and Development Costs | 64,186 | 73,524 | | Cost of Inventories | 6,472 | 137,427 | - Research and development expenses (including staff costs, amortization, and depreciation) for the first half of 2025 were **RMB 48,896 thousand**, lower than **RMB 59,646 thousand** in the same period of 2024[133](index=133&type=chunk) [6 Income Tax](index=41&type=section&id=6%20Income%20Tax) This chapter provides a reconciliation of income tax expense. The company recognized no income tax expense during the reporting period, primarily because the impact of unrecognized tax losses and temporary differences offset the nominal tax and the tax effect of super deduction for R&D costs Reconciliation of Income Tax Expense (RMB Thousand) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Loss Before Tax | 124,917 | 331,634 | | Nominal Tax on Loss Before Tax | 34,645 | 62,900 | | Tax Effect of Non-deductible Expenses | (877) | (726) | | Tax Effect of Super Deduction for Research and Development Costs | 16,047 | 17,505 | | Effect of Unrecognized Tax Losses and Temporary Differences | (50,214) | (79,840) | | Utilization of Unused Tax Losses | 314 | — | | Others | 85 | 161 | | **Actual Tax Expense** | **—** | **—** | - The Group is exempt from income tax in the Cayman Islands and British Virgin Islands, Hong Kong subsidiaries are subject to profits tax at **16.5%** (**8.25%** for the first **HKD 2 million**), and Chinese subsidiaries are subject to corporate income tax at **25%** and can enjoy an additional **100% super deduction** for R&D costs[139](index=139&type=chunk) [7 Loss Per Share](index=42&type=section&id=7%20Loss%20Per%20Share) This chapter calculates the basic and diluted loss per share for the six months ended June 30, 2025. Basic loss per share was RMB 0.64, with no difference from diluted loss per share, as share options, restricted shares, and convertible redeemable preferred shares had an anti-dilutive effect [Basic Loss Per Share](index=42&type=section&id=Basic%20Loss%20Per%20Share) For the six months ended June 30, 2025, basic loss per share was RMB 0.64, calculated based on the loss attributable to ordinary equity holders of the company of RMB 124,917 thousand and a weighted average of 196,556,110 ordinary shares outstanding - Basic loss per share for the six months ended June 30, 2025, was **RMB 0.64** (2024: **RMB 3.67**)[101](index=101&type=chunk)[135](index=135&type=chunk) Weighted Average Number of Ordinary Shares | Item | 2025 | 2024 | | :--- | :--- | :--- | | Ordinary Shares Issued and Fully Paid as of January 1 | 196,343,994 | 90,190,000 | | Vested and Unpaid Restricted Shares as of January 1 | 182,190 | — | | Effect of Fully Paid but Unvested Restricted Shares as of January 1 | — | (190,000) | | Effect of Exercise of Share Options | 29,926 | — | | **Weighted Average Number of Ordinary Shares as of June 30** | **196,556,110** | **90,000,000** | [Diluted Loss Per Share](index=43&type=section&id=Diluted%20Loss%20Per%20Share) For the six months ended June 30, 2025 and 2024, there was no difference between basic and diluted loss per share, as the effect of share options, restricted shares, and convertible redeemable preferred shares was anti-dilutive - Share options, restricted shares, and convertible redeemable preferred shares had an anti-dilutive effect, thus there was no difference between basic and diluted loss per share[140](index=140&type=chunk) [8 Property, Plant and Equipment](index=43&type=section&id=8%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group's cost of additions to property, plant and equipment was RMB 1,195 thousand, lower than RMB 8,084 thousand in the same period of 2024 - For the six months ended June 30, 2025, the cost of additions to property, plant and equipment was **RMB 1,195 thousand** (2024: **RMB 8,084 thousand**)[141](index=141&type=chunk) [9 Right-of-use Assets](index=43&type=section&id=9%20Right-of-use%20Assets) For the six months ended June 30, 2025, the Group recognized additions to right-of-use assets of RMB 907 thousand, primarily for additional lease agreements for office premises and car service stations - For the six months ended June 30, 2025, additions to right-of-use assets of **RMB 907 thousand** were recognized (2024: **RMB 6,599 thousand**)[142](index=142&type=chunk) - Additions were primarily for additional lease agreements for office premises and car service stations[142](index=142&type=chunk) [10 Trade Receivables](index=43&type=section&id=10%20Trade%20Receivables) This chapter discloses the aging analysis of trade receivables. As of June 30, 2025, total trade receivables amounted to RMB 20,303 thousand, with all amounts expected to be recovered within one year Aging Analysis of Trade Receivables (RMB Thousand) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 9,177 | 11,080 | | 31 to 60 days | 3,071 | 5,112 | | 61 to 180 days | 3,792 | 5,915 | | Over 180 days | 4,263 | 6,490 | | **Total** | **20,303** | **28,597** | - The company requires real-time settlement from individual passengers, typically grants credit terms of less than 30 days to corporate clients, and generally requires prepayments or grants credit terms of 20 to 30 days for fleet sales and maintenance businesses[144](index=144&type=chunk) [11 Prepayments, Deposits and Other Receivables](index=44&type=section&id=11%20Prepayments%2C%20Deposits%20and%20Other%20Receivables) This chapter lists the details of prepayments, deposits, and other receivables, with the total increasing from RMB 148,665 thousand as of December 31, 2024, to RMB 199,775 thousand as of June 30, 2025, primarily due to growth in prepayments and amounts due from online payment platforms Details of Prepayments, Deposits and Other Receivables (RMB Thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Prepayments | 95,861 | 78,400 | | Recoverable VAT | 21,375 | 17,257 | | Deposits | 2,382 | 2,426 | | Amounts Due from Online Payment Platforms | 32,146 | 14,368 | | Amounts Due from Third-party Mobility Service Platforms (Collected on behalf of the Group) for Ride-hailing Service Fees | 37,766 | 23,134 | | Amounts Due from Vehicle Suppliers for Purchase Rebates | 8,215 | 8,211 | | Others | 2,030 | 4,869 | | **Total** | **199,775** | **148,665** | - Prepayments primarily include service costs for Robotaxi autonomous driving safety operators and prepayments for advertising services[145](index=145&type=chunk) [12 Trade Payables](index=44&type=section&id=12%20Trade%20Payables) This chapter provides an aging analysis of trade payables. As of June 30, 2025, total trade payables amounted to RMB 93,112 thousand, with most amounts due within 0 to 30 days Aging Analysis of Trade Payables (RMB Thousand) | Aging | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 86,916 | 58,453 | | 31 to 60 days | 1,256 | 1,563 | | 61 to 90 days | 88 | 228 | | Over 90 days | 4,852 | 6,594 | | **Total** | **93,112** | **66,838** | [13 Accruals and Other Payables](index=45&type=section&id=13%20Accruals%20and%20Other%20Payables) This chapter lists the details of accruals and other payables, with the total decreasing from RMB 162,252 thousand as of December 31, 2024, to RMB 144,662 thousand as of June 30, 2025, primarily due to a reduction in payables related to promotional and marketing expenses Details of Accruals and Other Payables (RMB Thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Platform User Deposits | 3,624 | 3,585 | | Corporate Client Deposits | 3,126 | 3,031 | | Amounts Payable on Behalf of End-users | 5,079 | 5,363 | | Amounts Payable Related to Promotional and Marketing Expenses | 7,682 | 20,709 | | Amounts Payable Related to Research and Development Expenses | 33,692 | 25,553 | | Amounts Payable Related to Information Technology Service Expenses | 20,613 | 20,358 | | Accrued Salaries and Benefits | 25,184 | 30,357 | | Other Taxes Payable | 13,645 | 7,386 | | Amounts Payable Related to Purchase of Property, Plant and Equipment and Intangible Assets | 10,727 | 18,862 | | Others | 21,290 | 27,048 | | **Total** | **144,662** | **162,252** | [14 Equity-settled Share-based Payment Transactions](index=45&type=section&id=14%20Equity-settled%20Share-based%20Payment%20Transactions) This chapter details the movements of share options and restricted shares under the Pre-IPO Share Incentive Scheme. As of June 30, 2025, both share options and restricted shares experienced forfeitures and exercises, leading to a reduction in outstanding numbers and recognition of corresponding compensation expenses [Share Options](index=45&type=section&id=Share%20Options) As of June 30, 2025, the number of outstanding share options was 6,834,275, with a weighted average exercise price of RMB 14.79. During the reporting period, 262,099 share options were forfeited, 37,100 were exercised, and RMB 3,302 thousand in compensation expense was recognized Overview of Share Option Movements | Item | Number of Share Options | Weighted Average Exercise Price (RMB Per Share) | Weighted Average Fair Value at Grant Date (RMB Per Share) | | :--- | :--- | :--- | :--- | | Outstanding as of January 1, 2025 | 7,133,474 | 14.99 | 13.11 | | Forfeited | (262,099) | 20.77 | 14.61 | | Exercised | (37,100) | 10.00 | 12.01 | | Outstanding as of June 30, 2025 | 6,834,275 | 14.79 | 13.06 | | Exercisable as of June 30, 2025 | 5,181,825 | 10.74 | 12.00 | | Unvested as of June 30, 2025 | 1,652,450 | 27.49 | 16.40 | - As of June 30, 2025, the weighted average remaining contractual life for outstanding share options was **8.64 years**[150](index=150&type=chunk) - For the six months ended June 30, 2025, the total compensation expense recognized was **RMB 3,302 thousand** (2024: **RMB 6,992 thousand**)[151](index=151&type=chunk) [Restricted Shares of the Company](index=47&type=section&id=Restricted%20Shares%20of%20the%20Company) As of June 30, 2025, the number of outstanding restricted shares was 130,000, with a weighted average subscription price of RMB 10.00. During the reporting period, 35,547 restricted shares were forfeited, and RMB 177 thousand in compensation expense was recognized Overview of Restricted Share Movements of the Company | Item | Number of Restricted Shares | Weighted Average Subscription Price (RMB Per Share) | Weighted Average Fair Value at Grant Date (RMB Per Share) | | :--- | :--- | :--- | :--- | | Outstanding as of January 1, 2025 | 165,547 | 10.34 | 10.63 | | Forfeited | (35,547) | 11.60 | 10.17 | | Outstanding as of June 30, 2025 | 130,000 | 10.00 | 10.75 | - For the six months ended June 30, 2025, the total compensation expense recognized for restricted shares was **RMB 177 thousand** (2024: **RMB 1,205 thousand**)[153](index=153&type=chunk) [15 Capital, Reserves and Dividends](index=48&type=section&id=15%20Capital%2C%20Reserves%20and%20Dividends) This chapter discloses the company's dividend policy and issued share capital. As of June 30, 2025, the company had not paid or declared dividends, and the total number of issued ordinary shares was 204,113,852, including issued but not fully paid ordinary shares [Dividends](index=48&type=section&id=Dividends) For the six months ended June 30, 2025, the company did not pay or declare any dividends - For the six months ended June 30, 2025, the company did not pay or declare any dividends (2024: nil)[154](index=154&type=chunk) [Share Capital](index=48&type=section&id=Share%20Capital) The company's authorized share capital is USD 240,000, divided into 480,000,000 ordinary shares with a par value of USD 0.0005 each. As of June 30, 2025, there were 196,381,094 issued and fully paid ordinary shares, and 7,732,758 issued but not fully paid ordinary shares - The company's authorized share capital is **USD 240,000**, divided into **480,000,000 ordinary shares** with a par value of **USD 0.0005** each[154](index=154&type=chunk) Issued Share Capital (RMB Thousand) | Share Capital Type | Number of Shares as of June 30, 2025 | Amount as of June 30, 2025 | Number of Shares as of December 31, 2024 | Amount as of December 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Issued and Fully Paid Ordinary Shares | 196,381,094 | 688 | 196,343,994 | 688 | | Issued but Not Fully Paid Ordinary Shares | 7,732,758 | — | 7,769,858 | — | | **Total** | **204,113,852** | **688** | **204,113,852** | **688** | - Issued but not fully paid ordinary shares are reserved for the share incentive scheme. During the reporting period, **37,100 ordinary shares** were paid for the exercise of share options under the equity incentive scheme[155](index=155&type=chunk) [16 Fair Value Measurement of Financial Instruments](index=48&type=section&id=16%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) As of June 30, 2025, there were no significant differences between the carrying amounts and fair values of the Group's financial instruments accounted for at amortized cost - As of June 30, 2025, there were no significant differences between the carrying amounts and fair values of the Group's financial instruments accounted for at amortized cost[156](index=156&type=chunk) [17 Commitments](index=49&type=section&id=17%20Commitments) This chapter discloses unfulfilled capital commitments not yet provided for in the interim financial report as of the period-end, primarily related to the purchase of property, plant and equipment, totaling RMB 735 thousand Capital Commitments (RMB Thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Contracted for Purchase of Software | — | 139 | | Contracted for Purchase of Property, Plant and Equipment | 735 | 782 | | **Total** | **735** | **921** | [18 Significant Related Party Transactions](index=49&type=section&id=18%20Significant%20Related%20Party%20Transactions) This chapter details significant related party transactions and balances between the Group and key management personnel, as well as investors with significant influence and their subsidiaries and joint ventures. Transactions cover the provision and purchase of various services and goods, and deposit movements [Key Management Personnel Compensation](index=49&type=section&id=Key%20Management%20Personnel%20Compensation) This chapter lists the compensation for the Group's key management personnel, including salaries, allowances, discretionary bonuses, retirement plan contributions, and equity-settled share-based payments, totaling RMB 5,390 thousand in 2025, down from RMB 8,215 thousand in the same period of 2024 Key Management Personnel Compensation (RMB Thousand) | Compensation Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Salaries, Allowances and Other Benefits | 2,567 | 3,249 | | Discretionary Bonuses | 2,606 | 2,936 | | Retirement Plan Contributions | 81 | 111 | | Equity-settled Share-based Payments | 136 | 1,919 | | **Total** | **5,390** | **8,215** | [Related Party Transactions](index=50&type=section&id=Related%20Party%20Transactions) This chapter lists the transaction amounts between the Group and rela

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Chenqi Technology Limited 如祺出行科技有限公司 （股份代號：9680） （於開曼群島註冊成立的有限公司） 持續關連交易 進一步修訂營銷推廣服務框架協議項下之 現有年度上限 獨立董事委員會及獨立股東之獨立財務顧問 進一步修訂營銷推廣服務框架協議項下之現有年度上限 茲提述(i)招股章程；(ii)本公司日期為2024年11月15日的公告；及(iii)本公司日期 為2025年4月7日的公告及本公司日期為2025年5月2日的通函，內容有關（其中包 括）營銷推廣服務框架協議、營銷推廣服務框架協議補充協議及第二份營銷推廣 服務框架協議補充協議。 董事會預期，本集團現有年度上限將不足夠，因而建議修訂有關年度上限。因 此，於2025年9月9日，本公司（為其本身及代表本集團其他成員公司）與騰訊計算 機（為其本身及代表騰訊集團代表）訂立第三份營銷推廣服務框架協議補充協議， 以進一步修訂現有年度上限。 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: 2025年8月31日 | | --- | | 狀態: | | 新提交 | 致：香港交易及結算所有限公司 公司名稱: 如祺出行科技有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 09680 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 480,000,000 | USD | | 0.0005 | USD | | 240,000 | | 增加 / 減少 (-) | | | 0 | | | | USD | | 0 | | 本月底結存 | | | 480,000,000 | USD | | 0.0005 | USD | | 24 ...

Core Viewpoint - The company, 如祺出行, reported a significant revenue growth of 61.7% year-on-year, reaching 1.676 billion RMB in the first half of 2025, while narrowing its net loss by 62.3% to 124 million RMB, indicating a continuous improvement in financial performance and a potential breakthrough in profitability [1][2][3]. Revenue Growth - The revenue increase was primarily driven by the core businesses of ride-hailing and technology services, with ride-hailing services generating 1.636 billion RMB, a remarkable increase of 86% year-on-year [2][3]. - Technology services revenue surged by 207% year-on-year, contributing new growth momentum to the company's revenue structure [2][3]. Profitability Improvement - For the first time since its listing, the company achieved a positive gross profit, totaling 37.438 million RMB, a substantial increase of 215.4% year-on-year, with a gross margin of 2.2%, up from -3.1% in the previous year [2][3]. - The improvement in gross margin is attributed to rapid order growth and ongoing cost structure optimization, enhancing the platform's pricing power and profitability [3]. Cost Control and Efficiency - The company successfully reduced sales and marketing expenses, financial costs, and general administrative expenses, with financial costs decreasing by 43.4% year-on-year and both sales and marketing and administrative expenses dropping by over 20% [3]. - Despite a saturated ride-hailing market, the company achieved a 51.13% year-on-year increase in total orders, reaching 73.3 million orders, and a 56.83% increase in transaction volume to 2.032 billion RMB [3]. Autonomous Driving and National Expansion - Since its listing, the company has invested over 137 million HKD in autonomous driving and Robotaxi operations, with plans to invest an additional 256 million HKD by 2026 [5]. - The company has deployed over 300 Robotaxis in key areas of the Greater Bay Area, with related order volume increasing by over 470% and monthly active users growing by over 70% [5][6]. - The "Robotaxi+" strategy was launched to open platform resources to all compliant local Robotaxi operators, aiming to expand operations to 100 core cities and build a fleet of over 10,000 vehicles within five years [5][6]. Market Positioning - The company has established a "ripple effect" strategy, expanding from the Greater Bay Area to surrounding regions, achieving coverage in 94 cities nationwide as of August 26 [6].

Group 1 - The company reported a significant increase in key financial metrics for the first half of 2025, with total revenue reaching 1.676 billion yuan, a year-on-year growth of 61.7% [1][2] - The order volume for the company's core ride-hailing services increased by 51.13% to 73.3 million orders, contributing to a transaction value growth of 56.83% to 2.032 billion yuan [1][2] - The company's gross profit margin turned positive for the first time, with a total gross profit of 37.438 million yuan and a gross profit margin of 2.2% [1][2] Group 2 - The company plans to expand its business scale, enhance revenue growth, improve gross margins, and increase operational efficiency to achieve profitability [2] - Despite intensified competition in the Chinese ride-hailing market, the overall gross margin improved due to increased user traffic, higher order volumes, and optimized cost structures [2] - The company recorded a significant reduction in various costs, including a 43.4% decrease in financial costs and over 20% reductions in general and administrative expenses, as well as sales and marketing expenses [2] Group 3 - The company has invested over 137 million HKD in autonomous driving and Robotaxi operations since its listing and plans to invest an additional 256 million HKD in 2026 and beyond [3] - As of June 30, the company operated over 300 Robotaxi vehicles, with order volume increasing by over 470% and monthly active users rising by over 70% [3] - The company announced the launch of the "Robotaxi+" strategy, aiming to cover 100 core cities with a fleet of over 10,000 Robotaxi vehicles and a 1 billion-level investment plan to establish a comprehensive operational network [3]

Core Viewpoint - The company has made significant investments in Robotaxi development and operations, viewing it as a key growth engine for the future, despite its current minimal revenue contribution [1][5]. Financial Performance - The company reported a total revenue of 1.676 billion yuan, a year-on-year increase of 61.7%, with a net loss reduced to 120 million yuan, down 62.3% [4]. - The gross profit margin turned positive for the first time, reaching 2.2%, compared to -3.1% in the same period last year, driven by increased user traffic and optimized cost structures [4][6]. - The total gross profit amounted to 37.438 million yuan, a year-on-year increase of 215.4% [2]. Business Segments - The business structure is divided into three main segments: mobility services, technology services, and fleet sales and maintenance, with mobility services contributing 97% of total revenue, amounting to 1.636 billion yuan, a year-on-year increase of 86.1% [2]. - The total order volume increased from 48.4 million to 73.3 million, a year-on-year growth of 51.13%, with the average transaction value per order slightly rising to 27.7 yuan, an increase of 3.7% [2]. Robotaxi Strategy - The company has invested over 137 million HKD in Robotaxi R&D and operations since its listing and plans to invest an additional 256 million HKD by 2026 [5]. - As of June 30, the company operated over 300 Robotaxi vehicles, with order volume increasing by over 470% year-on-year and monthly active users rising by over 70% [5][6]. - The "Robotaxi+" strategy aims to expand operations to 100 core cities within five years, building a fleet of over 10,000 vehicles and a 10 billion-level investment plan [5]. Operational Efficiency - The company has implemented a "ripple model" for regional expansion, starting from the Guangdong-Hong Kong-Macao Greater Bay Area and gradually expanding to nearby cities, which has significantly reduced customer acquisition costs [3]. - Financial costs decreased by 43.4% year-on-year, with general and administrative expenses and sales and marketing expenses each dropping by over 20% [3]. Market Position and Future Outlook - The company is positioned as a leader in the Robotaxi sector, with a unique "human-machine hybrid" operational model that allows for stable cash flow while accumulating data for large-scale commercialization [6]. - The transition from a regional ride-hailing platform to an autonomous driving technology service provider will be crucial for determining the company's valuation ceiling [3].