极星汽车公布，2025年第二季度零售销量为18,049辆，同比增长38%。今年前六个月，零售销量为 30,319辆，同比增长51%。 ...

极星汽车：第二季度销量同比增长38%，达到18,049辆。 ...

长江商报消息 ●长江商报记者 黄聪 背靠沃尔沃和吉利，在美股上市的极星汽车（NASDAQ:PSNY）在国内销量不济，而且越亏越多。 6月27日，国家市场监督管理总局发布的公告显示，极星汽车计划召回2辆国产极星2纯电动汽车。 需要注意的是，在中国市场，2021年—2024年，极星汽车销量分别为2048辆、1717辆、1100辆和1726 辆。 然而，2025年一季度，极星汽车在中国市场销量为63辆，1—3月销量分别为56辆、6辆和1辆。 业绩方面，长江商报记者发现，2021年—2024年，极星汽车4年来净利润累计亏损47.05亿美元，按当前 汇率计算约合337亿元人民币。 截至2024年底，极星汽车资产合计40.54亿美元，负债合计73.83亿美元，净资产-33.29亿美元，处于资 不抵债的窘境。 近日，极星汽车宣布，获得来自现有投资人的2亿美元（按当前汇率计算约合人民币14.35亿元）股权投 资，该投资人由吉利控股集团创始人兼董事长李书福实际控制。 频繁进行汽车召回 6月27日，国家市场监督管理总局发布的公告显示，自即日起，浙江豪情汽车制造有限公司授权、委托 极星汽车销售有限公司，召回2021年11月1日—2 ...

值得注意的是，2024年上半年，沃尔沃汽车将极星的持股比例减持30%至18%，并表明后续将不再提供资金支持，吉利瑞典控股成为极星第二大股东。此次 交易将使PSD Investment在极星的持股比例提升至44%，李书福通过PSD Investment及吉利瑞典子公司，合计持有极星的股份升至66%，沃尔沃汽车在极星的 持股比例从18%降至16%。 在交易前，PSD Investment计划将其持有的2000万份B类ADS转换为A类ADS，以确保其持有的极星投票权控制在50%以下。在这种双级股票结构中，A类股 票每股对应1票投票权，而B类股票每股对应10票投票权。 获得2亿美元投资后，处于发展困局的极星汽车是否能够找到脱困之路？ 6月16日，极星汽车（Polestar）宣布获得PSD Investment 2亿美元的股权注资。PSD Investment是极星汽车现有投资方，由浙江吉利控股集团董事长李书福 （Eric Li）实际控制。消息发布后，极星汽车股价当日上涨4.85%，收盘价1.08美元，市值约为23亿美元。 根据最新达成的证券购买协议，极星将通过私募股权投资已上市公司股份（PIPE）方式，向PSD In ...

然而，清晰的定位并不等同于稳固的市场地位。极星正面临着前所未有的激烈竞争，其生存空间正受到来自四面八方的挤压。 首先是来自行业标杆特斯拉的直接竞争。 特斯拉Model 3和Model Y凭借其强大的品牌惯性、成本优势和智能化体验，在全球范围内占据了同级别市场的 主导地位。极星2虽然在设计、做工和驾驶质感上更具传统豪华品牌的韵味，但在三电技术、智能化水平和价格上，相较于不断降价的特斯拉，并未形成 压倒性优势。 2025年的夏天，全球电动汽车市场的竞争已经进入白热化阶段。在这场淘汰赛中，每一个决策、每一笔融资都可能决定一个品牌的未来。 今天，极星汽车正式获得吉利关联方PSD Investment高达2亿美元的股权投资。PSD Investment 由李书福控股，本就是极星股东。据消息，此次投资通过公 共股权私人投资（PIPE）方式以每股1.05美元的价格向PSD Investment出售约1.905亿股新发行的A类美国存托股。 这笔资金无疑为极星在激烈竞争中的持续产品开发、技术创新和市场扩张注入了一剂强心针。 交易结束后，李书福将通过PSD投资和吉利的瑞典子公司持有极星66%的股份，而沃尔沃汽车在极星的股份从18 ...

金十数据6月16日讯，极星汽车宣布获得来自现有投资人PSD Investment Limited的2亿美元股权投资。该 投资方由吉利控股集团创始人兼董事长李书福实际控制。根据双方签署的协议，极星将通过公开市场定 向增发（PIPE）方式向PSD Investment新发行190,476,190份A类美国存托股（ADS），每份定价1.05美 元，总价2亿美元。在交易完成前，PSD Investment拟将持有的2000万股B类美国存托股转换为A类美国 存托股，以确保其对极星的投票权整体保持在50%以下。 极星汽车宣布获得2亿美元股权投资 ...

PART I [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=5&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This section is not applicable as per the report - The report states that this item is not applicable[72](index=72&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=5&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This section is not applicable as per the report - The report states that this item is not applicable[73](index=73&type=chunk) [ITEM 3. KEY INFORMATION](index=5&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines the significant risks facing Polestar, categorized into business and industry, cybersecurity, personnel, litigation, intellectual property, tax, financing, and security ownership [Risk Factors](index=11&type=section&id=D.%20Risk%20Factors) Polestar's business is subject to numerous significant risks, including dependence on new models, strategic partners, and the need for additional capital, leading to a going concern warning - The company has determined there is substantial doubt about its ability to continue as a going concern, as it is highly leveraged and requires additional capital to support its operations, liquidity, and growth[133](index=133&type=chunk) - Polestar's future growth is heavily dependent on the successful production and sale of its new vehicle models (Polestar 3 and 4) on schedule and within anticipated cost and pricing structures[86](index=86&type=chunk)[90](index=90&type=chunk) - The company relies significantly on strategic partners, particularly Volvo Cars and Geely, for manufacturing, R&D, intellectual property, and supply chain management, exposing it to risks if these partnerships are disrupted[105](index=105&type=chunk)[107](index=107&type=chunk) - Polestar has identified material weaknesses in its internal control over financial reporting related to control environment, control activities, and information/communication, which could lead to errors in financial reporting[84](index=84&type=chunk)[307](index=307&type=chunk) - The company faces significant risks from international trade policies, including recently imposed U.S. and E.U. tariffs on Chinese-made electric vehicles, which could increase costs or reduce margins[151](index=151&type=chunk)[152](index=152&type=chunk) - Polestar's dual-class voting structure, with Class B shares holding **10 votes each**, gives significant control to major shareholders like PSD Investment Limited, potentially limiting the influence of Class A shareholders[314](index=314&type=chunk)[315](index=315&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=43&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details Polestar's history, business model, and operational structure, highlighting its asset-light approach through strategic partnerships [History and Development of the Company](index=43&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Polestar Automotive Holding UK PLC was incorporated in England and Wales in 2021, becoming a public limited company in 2022, with increasing capital expenditures for R&D and production tooling Capital Expenditures (USD in millions) | Year | Amount (USD) | | :--- | :--- | | 2024 | $540.8 million | | 2023 | $555.3 million | | 2022 | $416.5 million | - The company consummated its Business Combination with GGI on June 23, 2022, which included a Pre-Closing Reorganization making Polestar Singapore and Polestar Sweden wholly owned subsidiaries[344](index=344&type=chunk) - Capital expenditures are expected to increase in the near term to support investment in intellectual property, unique tooling, and equipment, financed through equity, debt, and credit facilities[347](index=347&type=chunk) [Business Overview](index=43&type=section&id=B.%20Business%20Overview) Polestar is a premium electric performance car brand leveraging an asset-light model through partnerships to expand its vehicle lineup and global presence, focusing on sustainability and cost discipline Revenue by Type (USD in thousands) | Revenue Type | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Sales of vehicles | $1,975,864 | $2,313,124 | $2,386,685 | | Sales of software and performance engineered kits | $15,344 | $18,994 | $21,308 | | Sales of carbon credits | $10,918 | $1,452 | $10,984 | | Vehicle leasing revenue | $17,175 | $17,421 | $16,719 | | Other revenue | $14,960 | $17,094 | $5,122 | | **Total** | **$2,034,261** | **$2,368,085** | **$2,440,818** | Revenue by Geographical Region (USD in thousands) | Region | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Europe, the Middle East, and Africa | $1,569,007 | $1,661,483 | $1,591,706 | | North America | $296,911 | $517,289 | $599,931 | | Asia and Australia | $168,343 | $189,313 | $249,181 | | **Total** | **$2,034,261** | **$2,368,085** | **$2,440,818** | - Polestar is accelerating its transition to an active selling model, expanding its retail presence, and optimizing its manufacturing footprint (USA, China, South Korea) to minimize tariff impacts[369](index=369&type=chunk)[370](index=370&type=chunk) - As of December 31, 2024, Polestar operated in **27 markets** with **193 Polestar Spaces**, **175 Sales Points**, and access to **1,170 service points** through the Volvo Cars network[360](index=360&type=chunk) - The company has a goal to create a truly climate-neutral car by **2030** (Polestar 0 project) and become a climate-neutral company by **2040**[354](index=354&type=chunk)[421](index=421&type=chunk) [Organizational Structure](index=59&type=section&id=C.%20Organizational%20Structure) The report illustrates the company's organizational structure, with Polestar Automotive Holding UK PLC as the parent and key wholly-owned subsidiaries in Sweden and Singapore - The company's structure consists of the UK-based parent, Polestar Automotive Holding UK PLC, with significant operating subsidiaries in Sweden and Singapore[497](index=497&type=chunk)[502](index=502&type=chunk) - A comprehensive list of significant subsidiaries is provided, detailing their jurisdiction of incorporation and the company's **100% ownership stake** in each[501](index=501&type=chunk)[502](index=502&type=chunk) [Property, Plants and Equipment](index=62&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) Polestar operates with an asset-light model, utilizing manufacturing facilities owned by partners Volvo Cars and Geely, with headquarters in Gothenburg, Sweden, and R&D in Coventry, UK - Polestar 2 is produced at the Volvo Cars-owned Taizhou facility[505](index=505&type=chunk) - Polestar 3 is manufactured at Volvo Cars' facilities in Charleston, South Carolina (for US/EU markets) and Chengdu, China[506](index=506&type=chunk) - Polestar 4 is produced at the Geely-owned Hangzhou Bay plant and will also be manufactured in Busan, South Korea, starting in the second half of 2025[507](index=507&type=chunk) - Polestar 5 is expected to be produced at the Geely-owned Chongqing plant, with production starting in the second half of 2025[508](index=508&type=chunk) [ITEM 4A. UNRESOLVED STAFF COMMENTS](index=63&type=section&id=ITEM%204A.%20UNRESOLVED%20STAFF%20COMMENTS) This section is not applicable as per the report - The report states that this item is not applicable[516](index=516&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=63&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section provides a detailed analysis of Polestar's financial performance and condition, highlighting a **14% revenue decrease** in 2024, a widening net loss, and ongoing liquidity challenges Consolidated Statement of Loss (USD in thousands) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | 2,034,261 | 2,368,085 | 2,440,818 | | Gross (loss) profit | (876,167) | (410,137) | 101,122 | | Operating loss | (1,813,311) | (1,469,514) | (1,286,568) | | Net loss | (2,049,897) | (1,181,875) | (479,017) | - Revenue for 2024 decreased by **14%** to **$2.03 billion**, primarily due to lower sales volumes of the Polestar 2 and delays in the sales ramp-up of new car lines, partially offset by a better sales mix with the introduction of the higher-priced Polestar 3 and 4[565](index=565&type=chunk)[567](index=567&type=chunk)[571](index=571&type=chunk) - Cost of sales increased by **5%** in 2024, driven by a **$282.5 million** increase in impairment charges, despite lower inventory costs from reduced sales volumes[573](index=573&type=chunk) - The company recognized significant impairment charges in 2024 totaling **$622.1 million**, primarily related to assets for the Polestar 3, 5, and 6, due to decreased forecasts for pricing and demand[170](index=170&type=chunk)[1288](index=1288&type=chunk) - Polestar continues to face liquidity risk and has a going concern warning, relying on short-term and long-term debt from credit institutions and related parties (Volvo Cars, Geely) to fund its operations and investments[591](index=591&type=chunk)[592](index=592&type=chunk) [Results of Operations](index=66&type=section&id=A.%20Results%20of%20operations) In fiscal year 2024, Polestar's revenue decreased by **14%** to **$2.03 billion**, while gross loss widened significantly to **$876.2 million** due to impairment charges, resulting in a net loss of **$2.05 billion** Key Operational Metrics | Key metrics | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Retail sales (units) | 44,851 | 52,796 | 50,510 | | Markets | 27 | 27 | 27 | | Spaces | 193 | 192 | 158 | | Sales Points | 175 | 153 | 99 | | Service points | 1,170 | 1,149 | 1,116 | Revenue Breakdown (USD in thousands) | Revenue Type | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Sales of vehicles | 1,975,864 | 2,313,124 | (15%) | | Sales of software and performance engineered kits | 15,344 | 18,994 | (19%) | | Sales of carbon credits | 10,918 | 1,452 | 652% | | Vehicle leasing revenue | 17,175 | 17,421 | (1%) | | Other revenue | 14,960 | 17,094 | (12%) | | **Total Revenue** | **2,034,261** | **2,368,085** | **(14%)** | - Gross loss for 2024 was **$876.2 million**, a significant increase from the **$410.1 million** gross loss in 2023, primarily due to higher impairment charges and lower revenues[575](index=575&type=chunk) - R&D expenses decreased by **76%** in 2024 to **$38.4 million**, mainly due to a change in accounting for amortization of certain IP, which is now capitalized into inventory rather than expensed to R&D[579](index=579&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=B.%20Liquidity%20and%20capital%20resources) Polestar's liquidity is under significant pressure, with a material uncertainty about its ability to continue as a going concern, relying heavily on debt financing from related parties and credit institutions - Management has identified a material uncertainty that casts significant doubt on the company's ability to continue as a going concern due to its need for additional financing[591](index=591&type=chunk)[1166](index=1166&type=chunk) Cash Flow Summary (USD in thousands) | Cash Flow Activity | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Cash used for operating activities | (991,209) | (1,893,841) | (1,080,951) | | Cash used for investing activities | (412,562) | (417,619) | (709,044) | | Cash provided by financing activities | 1,424,192 | 2,104,361 | 2,074,161 | - As of December 31, 2024, Polestar had cash and cash equivalents of **$739.2 million**, compared to **$768.3 million** at the end of 2023[593](index=593&type=chunk) - The company has significant debt facilities, including a **$1 billion** term loan from Volvo Cars (Snita) and a **$250 million** term loan from Geely, both with optional equity conversion features[606](index=606&type=chunk)[607](index=607&type=chunk)[608](index=608&type=chunk) - Polestar's non-current syndicated loan is subject to financial covenants, including minimum revenue and cash levels, for which lenders waived and amended certain covenants for the 2024 fiscal year[603](index=603&type=chunk) [ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES](index=77&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details Polestar's leadership, compensation, board structure, and employee numbers, noting recent CEO and CFO appointments and the absence of 2024 bonuses - Michael Lohscheller was appointed CEO and Jean-François Mady was appointed CFO in October 2024, marking a significant change in senior leadership[652](index=652&type=chunk)[654](index=654&type=chunk) - Aggregate compensation for executive officers for the year ended December 31, 2024, was approximately **36.8 million SEK** (or **$3.36 million USD**)[677](index=677&type=chunk) - No bonus was paid out under the 2024 Polestar Bonus Program due to the company's financial situation, despite meeting some performance targets[679](index=679&type=chunk) - The Board is classified into three classes (I, II, III) with staggered three-year terms, and as of year-end 2024, seven of the ten directors qualified as independent under Nasdaq rules[740](index=740&type=chunk)[741](index=741&type=chunk) - As of December 31, 2024, the company had over **2,547 employees**, primarily located in Sweden, China, the UK, and the USA[763](index=763&type=chunk) [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=90&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details Polestar's ownership structure, with Li Shufu as the ultimate beneficial owner of approximately **81.8%** of shares, and extensive operational and financial agreements with Volvo Cars and Geely - As of December 31, 2024, Li Shufu is the ultimate beneficial owner of approximately **81.8%** of Polestar's outstanding shares through his control of PSD Investment Limited and Geely, which in turn has a majority stake in Volvo Cars[774](index=774&type=chunk)[776](index=776&type=chunk) - Polestar has a **$1 billion** term loan facility with Snita (a Volvo Cars subsidiary), with a maturity date extended to December 29, 2028[790](index=790&type=chunk)[791](index=791&type=chunk) - The company also has a **$250 million** term loan facility with Geely Sweden Automotive Investment AB, maturing on June 30, 2027[792](index=792&type=chunk) - Polestar has a vast number of operational agreements with Volvo Cars and Geely for services including R&D, IP licensing, procurement, manufacturing engineering, logistics, and customer service, which are crucial to its asset-light model[448](index=448&type=chunk)[449](index=449&type=chunk)[451](index=451&type=chunk) - In April 2025, Polestar terminated its joint venture with Xingji Meizu in China, transferring PRC distribution rights back to Polestar to resume direct control over sales and service in the Chinese market[438](index=438&type=chunk) [ITEM 8. FINANCIAL INFORMATION](index=109&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms that the consolidated financial statements are provided under Item 18 and states that the company does not intend to pay cash dividends in the foreseeable future - The company's audited consolidated financial statements are included in Item 18 of this report[935](index=935&type=chunk) - Polestar has not paid any cash dividends and does not plan to in the foreseeable future, intending to reinvest earnings for operational expansion[937](index=937&type=chunk) [ITEM 9. THE OFFER AND LISTING](index=109&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) This section provides details on the company's stock listing, with Polestar's Class A and Class C-1 American Depositary Shares listed on Nasdaq under 'PSNY' and 'PSNYW' respectively - Class A ADSs are listed on Nasdaq under the symbol 'PSNY'[941](index=941&type=chunk) - Class C-1 ADSs are listed on Nasdaq under the symbol 'PSNYW'[941](index=941&type=chunk) [ITEM 10. ADDITIONAL INFORMATION](index=110&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section provides supplementary information, including references to corporate documents, confirmation of no exchange controls in England and Wales, and U.S. and U.K. tax considerations for ADS holders - The company's Articles of Association and other material contracts are filed as exhibits to the report[949](index=949&type=chunk)[950](index=950&type=chunk) - There is no exchange control legislation in England or Wales that affects the company[955](index=955&type=chunk) - Based on its income and asset composition, the company does not believe it was a Passive Foreign Investment Company (PFIC) for the 2024 taxable year but notes that this is subject to uncertainty and no assurance can be given for future years[988](index=988&type=chunk) - The company does not believe it should be treated as a U.S. corporation for U.S. federal tax purposes under Section 7874 of the Code as a result of the business combination[962](index=962&type=chunk) [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=117&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section states that Polestar is exposed to market risks, including foreign exchange risk, interest rate risk, credit risk, and liquidity risk, with detailed analyses provided in the financial statements - The company is exposed to market risks such as foreign exchange, interest rate, credit, and liquidity risk[1007](index=1007&type=chunk) - Detailed discussion and sensitivity analyses of these risks are provided in Note 3 to the Consolidated Financial Statements[1007](index=1007&type=chunk) [ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](index=117&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) This section details the fees and charges applicable to holders of the company's American Depositary Shares (ADSs), including issuance, cancellation, and distribution fees ADS Holder Fees and Charges | Service | Fees | | :--- | :--- | | Issuance of ADSs | Up to US$0.05 per ADS issued | | Cancellation of ADSs | Up to US$0.05 per ADS cancelled | | Distribution of cash dividends | Up to US$0.05 per ADS held | | Distribution of ADSs (stock dividends, etc.) | Up to US$0.05 per ADS held | | ADS Services (annual fee) | Up to US$0.05 per ADS held on record date | | Registration of ADS transfers | Up to US$0.05 per ADS transferred | | Conversion of ADS series | Up to US$0.05 per ADS converted | - ADS holders are also responsible for paying taxes (including stamp duty or SDRT), registration fees, and other out-of-pocket expenses incurred by the Depositary[1015](index=1015&type=chunk) PART II [ITEM 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES](index=120&type=section&id=ITEM%2013.%20DEFAULTS%2C%20DIVIDENDS%20ARREARAGES%20AND%20DELINQUENCIES) This section is not applicable as per the report - The report states that this item is not applicable[1020](index=1020&type=chunk) [ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS](index=120&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) This section is not applicable as per the report - The report states that this item is not applicable[1021](index=1021&type=chunk) [ITEM 15. CONTROLS AND PROCEDURES](index=120&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2024, due to material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of December 31, 2024, due to material weaknesses in internal control over financial reporting[1022](index=1022&type=chunk) - Material weaknesses were identified in three COSO components: Control Environment (insufficient finance expertise), Control Activities (multiple areas including revenue, inventory, and impairment), and Information & Communication (ineffective IT general controls)[1030](index=1030&type=chunk)[1031](index=1031&type=chunk)[1034](index=1034&type=chunk) - The independent registered public accounting firm, Deloitte AB, issued an adverse opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2024[1041](index=1041&type=chunk)[1042](index=1042&type=chunk) - While the company remediated two material weaknesses from the prior year (related to monitoring and HR system controls), several others remain, and remediation efforts were hindered by financial restatements, workforce reductions, and leadership changes[1024](index=1024&type=chunk)[1025](index=1025&type=chunk)[1026](index=1026&type=chunk) [ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT](index=124&type=section&id=ITEM%2016A.%20AUDIT%20COMMITTEE%20FINANCIAL%20EXPERT%20COPY) The Board of Directors has determined that Christine Gorjanc qualifies as an 'audit committee financial expert' as defined by SEC rules and is independent under Nasdaq listing rules - The Board has identified Christine Gorjanc as the 'audit committee financial expert'[1057](index=1057&type=chunk) [ITEM 16B. CODE OF ETHICS](index=124&type=section&id=ITEM%2016B.%20CODE%20OF%20ETHICS) The company has adopted a code of conduct applicable to all directors, officers, and employees, covering ethical standards, conflicts of interest, legal compliance, and confidentiality - Polestar has adopted a code of conduct for all directors, officers, and employees, which is available on its website[1058](index=1058&type=chunk) [ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=124&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Deloitte AB served as Polestar's principal external auditor for 2024 and 2023, with total fees billed approximately **$15.9 million** in 2024, primarily for audit services Principal Accountant Fees (USD in thousands) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit fees | 15,746 | 15,720 | | Audit-related fees | 200 | 268 | | Tax fees | — | 3 | | All other fees | — | 10 | | **Total** | **$15,946** | **$16,001** | - The Audit Committee pre-approves all audit and permissible non-audit services provided by Deloitte AB[1061](index=1061&type=chunk) [ITEM 16G. CORPORATE GOVERNANCE](index=125&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer and a controlled company, Polestar is exempt from certain Nasdaq corporate governance requirements, utilizing exemptions for committee independence - Polestar is a foreign private issuer and is exempt from certain Nasdaq corporate governance rules[1066](index=1066&type=chunk) - The company avails itself of exemptions related to the independence of its compensation and nominating/governance committees[1066](index=1066&type=chunk) - As a controlled company, Polestar may also elect not to comply with requirements for a majority-independent board, though it currently does so under its Articles[1069](index=1069&type=chunk)[1073](index=1073&type=chunk) [ITEM 16J. INSIDER TRADING POLICIES](index=125&type=section&id=ITEM%2016J.%20INSIDER%20TRADING%20POLICIES) The company has adopted an Insider Trading Policy to promote compliance with insider trading laws, prohibiting trading on material, nonpublic information and establishing blackout periods - Polestar has an Insider Trading Policy to prevent trading on material, nonpublic information by its directors, officers, and employees[1072](index=1072&type=chunk) [ITEM 16K. CYBERSECURITY](index=126&type=section&id=ITEM%2016K.%20CYBERSECURITY) Polestar has established a cybersecurity risk management program overseen by the Audit Committee, with a dedicated Security Team and 24/7 monitoring, acknowledging potential material impacts from threats - The Audit Committee oversees cybersecurity risk management, receiving reports from the CISO/CSO at least twice a year[1079](index=1079&type=chunk) - A unified security organization under a CISO/CSO manages information security, product cybersecurity, and corporate security[1080](index=1080&type=chunk)[1081](index=1081&type=chunk) - The company uses a managed security service provider (MSSP) for 24/7 security monitoring of its enterprise and vehicle fleet systems[1076](index=1076&type=chunk) - No material cybersecurity incidents were experienced during the last fiscal year, but the company acknowledges that such risks could materially affect future operations[1077](index=1077&type=chunk)[1078](index=1078&type=chunk) PART III [ITEM 17. FINANCIAL STATEMENTS](index=126&type=section&id=ITEM%2017.%20FINANCIAL%20STATEMENTS) The company has elected to provide financial statements pursuant to Item 18 - The company provides financial statements under Item 18, which typically offers more comprehensive disclosure than Item 17[1085](index=1085&type=chunk) [ITEM 18. FINANCIAL STATEMENTS](index=127&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains Polestar's audited consolidated financial statements, highlighting a 'going concern' uncertainty, an adverse opinion on internal controls, and a **$2.05 billion** net loss in 2024 - The independent auditor's report includes an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern[1131](index=1131&type=chunk) - The auditor issued an adverse opinion on the company's internal control over financial reporting as of December 31, 2024, due to identified material weaknesses[1130](index=1130&type=chunk) Consolidated Statement of Financial Position (Assets - USD in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total non-current assets | 1,756,023 | 2,019,452 | | Total current assets | 2,298,327 | 2,272,758 | | **Total assets** | **4,054,350** | **4,292,210** | Consolidated Statement of Financial Position (Equity & Liabilities - USD in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total equity | 3,328,560 | 1,250,991 | | Total non-current liabilities | (2,641,976) | (1,920,617) | | Total current liabilities | (4,740,934) | (3,622,584) | | **Total equity and liabilities** | **(4,054,350)** | **(4,292,210)** | [ITEM 19. EXHIBITS](index=128&type=section&id=ITEM%2019.%20EXHIBITS) This section provides an index of all exhibits filed with the annual report, including corporate documents, securities agreements, material contracts with related parties, and CEO/CFO certifications - The exhibit index lists key corporate governance documents, including the Articles of Association (Exhibit 1.1) and various ADS Deposit Agreements (Exhibits 2.1, 2.3, 2.5)[1088](index=1088&type=chunk) - Numerous material contracts are filed as exhibits, including the Business Combination Agreement (Exhibit 4.1) and a wide range of service, license, and manufacturing agreements with related parties like Volvo Cars and Geely[1090](index=1090&type=chunk)[1092](index=1092&type=chunk) - Certifications by the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Sections 302 and 906 are included as exhibits (Exhibits 12.1, 12.2, 13.1, 13.2)[1121](index=1121&type=chunk)

炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 日前，极星汽车与吉利旗下的星纪魅族宣布终止合资业务，极星收回分销权并独立运营中国市场业务。 这一变动被解读为极星退出中国市场的序曲。 2023年6月，极星汽车与星纪魅族成立合资公司"极星时代科技"，试图借助魅族的Flyme Auto系统及线 下渠道资源，解决极星在华"水土不服"的难题。 彼时，这一合作被视为极星本土化运营的核心抓手，目标是打造"智能座舱+销售网络"的闭环生态。然 而，时隔仅一年半，被吉利视为"本土化希望"的极星时代科技，却成了"战略弃子"。 市场普遍认为，极星在华败退的核心原因有三，一是产品竞争力缺失，仅有Polestar 2、4两款车型在 售，定价29.98万-79.8万元，技术配置不及同价位蔚来、理想等品牌；二是渠道与服务短板，依赖合资 公司未能建立稳定销售网络，裁员后仅剩少数员工维护口碑；三是8年内更换7位中国区负责人，管理层 动荡，战略连续性不足。 而销量与财务的双重压力，或是双方短时间内便结束合作的根本原因。 2024年，极星汽车在华销量仅3100辆，2025年1-2月更跌至119辆，市场表现惨淡，远低于吉利的 ...

极星汽车近日发布公告宣布与星纪魅族签署终止框架协议，决定终止双方合资企业极星科技的业务运 营，并将分销权移交极星。根据协议条款，合资公司在停止运营前，将负责清偿所有未清偿财务义务及 对商业伙伴(包括外部投资者)的剩余债务。此外，协议还包含以交易双方议定的公允对价转让合资公司 部分数字及其他资产的条款，以确保极星能够在中国市场重新开展销售、客户服务和分销业务。(新浪 科技) ...

PART I [Key Information](index=6&type=section&id=ITEM%203.%20KEY%20INFORMATION) The company faces significant risks related to partner dependency, capital needs, competition, and internal control weaknesses [Risk Factors](index=16&type=section&id=D.%20Risk%20Factors) Key risks include heavy reliance on strategic partners, the need for substantial additional capital, intense market competition, and identified material weaknesses in financial controls - Polestar's future growth is **heavily dependent on the successful and timely production of new models** like the Polestar 3 and 4[47](index=47&type=chunk) - The company's **reliance on partners like Volvo Cars and Geely** for manufacturing, R&D, and logistics creates significant operational vulnerabilities[50](index=50&type=chunk) - Polestar has incurred net losses since inception, requires substantial additional capital, and has **substantial doubt about its ability to continue as a going concern**[54](index=54&type=chunk)[55](index=55&type=chunk) - The company has identified **material weaknesses in its internal control over financial reporting**, which could impact financial statement accuracy and investor confidence[88](index=88&type=chunk) - A **dual-class voting structure** gives certain shareholders disproportionate voting power, limiting the influence of other ADS holders[89](index=89&type=chunk) [Company Information](index=53&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details Polestar's history, asset-light business model, global operations, and expanding electric vehicle portfolio [History and Development of the Company](index=53&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Polestar became a public company in June 2022 and has made significant capital expenditures financed through equity, debt, and credit facilities Capital Expenditures (TUSD) | Year | Amount (TUSD) | | :--- | :--- | | 2023 | 475,710 | | 2022 | 380,709 | | 2021 | 503,308 | - The company was established as a premium electric car brand by Volvo Cars and Geely in 2017 and **became publicly listed on June 23, 2022**[99](index=99&type=chunk)[101](index=101&type=chunk) [Business Overview](index=54&type=section&id=B.%20Business%20Overview) Polestar is a design-led EV brand with an asset-light model, a direct-to-consumer approach, and a goal to create a climate-neutral car by 2030 - Polestar's strategy focuses on **expanding its product portfolio to four models by 2025**, improving profitability, and diversifying its manufacturing footprint[108](index=108&type=chunk) Vehicle Portfolio and Timeline | Model | Type | Status | Production Start | | :--- | :--- | :--- | :--- | | Polestar 1 | Hybrid GT | Production ended 2021 | 2019 | | Polestar 2 | Performance Fastback | In production | 2020 | | Polestar 3 | Performance SUV | Production started | Early 2024 | | Polestar 4 | SUV Coupe | Production started | Late 2023 | | Polestar 5 | Luxury 4-door GT | Planned | 2025 | | Polestar 6 | Roadster | Planned | Early 2027 | - As of December 31, 2023, Polestar operates in 27 markets, utilizing **192 Polestar Spaces** and over **1,150 service points** via the Volvo Cars network[101](index=101&type=chunk)[128](index=128&type=chunk) - A joint venture with Xingji Meizu in China aims to develop a **unique operating system (Polestar OS)** to strengthen its position in the Chinese market[59](index=59&type=chunk)[128](index=128&type=chunk) Revenue by Type (TUSD) | Revenue Type | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Sales of vehicles | 2,319,947 | 2,386,454 | 1,299,196 | | Sales of software and performance kits | 18,994 | 21,308 | 25,881 | | Sales of carbon credits | 1,452 | 10,984 | 6,299 | | Vehicle leasing revenue | 17,421 | 16,719 | 6,217 | | Other revenue | 20,748 | 8,640 | 8,754 | | **Total** | **2,378,562** | **2,444,105** | **1,346,347** | [Organizational Structure](index=69&type=section&id=C.%20Organizational%20Structure) Polestar Automotive Holding UK PLC is the parent company of a global group with key subsidiaries in Sweden and Singapore - The company operates through a network of wholly-owned subsidiaries across key regions, with **Polestar Holding AB (Sweden)** and **Polestar Automotive (Singapore) Pte. Ltd.** being central to the structure[155](index=155&type=chunk)[159](index=159&type=chunk) [Property, Plants and Equipment](index=71&type=section&id=D.%20Property,%20Plants%20and%20Equipment) The company employs an asset-light model by using partner-owned manufacturing facilities and is expanding its production footprint globally - Polestar **leverages partner manufacturing facilities** to maintain an asset-light business model[160](index=160&type=chunk)[161](index=161&type=chunk) Key Manufacturing Locations | Facility | Operator | Model(s) | Status | | :--- | :--- | :--- | :--- | | Taizhou, China | Volvo Cars | Polestar 2 | In Production | | Chengdu, China | Volvo Cars | Polestar 3 | Production started early 2024 | | Charleston, SC, USA | Volvo Cars | Polestar 3 | Production expected summer 2024 | | Hangzhou Bay, China | Geely | Polestar 4 | In Production | | Busan, South Korea | Renault Korea Motors (Geely JV) | Polestar 4 | Production expected H2 2025 | | Chongqing, China | Geely/Polestar | Polestar 5 & 6 | Production expected 2025/2027 | [Operating and Financial Review and Prospects](index=72&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company's financial performance shows declining revenue and widening losses, with significant doubt about its ability to continue as a going concern [Results of Operations](index=76&type=section&id=A.%20Results%20of%20operations) In 2023, revenue decreased slightly while a significant increase in cost of sales led to a gross loss of $413.1 million and a net loss of $1.19 billion Consolidated Statement of Loss (TUSD) | | 2023 | 2022 (Restated) | 2021 (Restated) | | :--- | :--- | :--- | :--- | | **Revenue** | **2,378,562** | **2,444,105** | **1,346,347** | | Cost of sales | (2,791,643) | (2,343,302) | (1,336,688) | | **Gross (loss) profit** | **(413,081)** | **100,803** | **9,659** | | Selling, general and administrative expense | (949,683) | (838,367) | (685,049) | | Research and development expense | (158,406) | (174,916) | (234,019) | | **Operating loss** | **(1,479,966)** | **(1,285,103)** | **(960,125)** | | **Net loss** | **(1,194,831)** | **(477,455)** | **(969,298)** | - Global vehicle deliveries **grew 6% to approximately 54,600 cars** in 2023 from 51,549 in 2022[106](index=106&type=chunk)[183](index=183&type=chunk) - The 2023 gross loss was primarily driven by **impairments totaling over $440 million** related to intangible assets, PPE, and inventory[202](index=202&type=chunk) [Liquidity and Capital Resources](index=81&type=section&id=B.%20Liquidity%20and%20capital%20resources) The company's liquidity is under pressure due to negative operating cash flows, requiring heavy reliance on external and related-party financing Cash and Cash Equivalents (TUSD) | As of December 31 | 2023 | 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | 768,927 | 973,877 | Consolidated Cash Flows (TUSD) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Cash used for operating activities | (1,859,842) | (1,089,295) | (314,555) | | Cash used for investing activities | (439,399) | (709,044) | (126,937) | | Cash provided by financing activities | 2,093,304 | 2,082,486 | 909,237 | - Polestar secured significant related-party financing, including a **$1 billion term loan from Volvo Cars** and a **$250 million term loan from Geely**[173](index=173&type=chunk)[217](index=217&type=chunk) - Total contractual obligations and commitments as of December 31, 2023, amount to approximately **$4.87 billion**, with $3.18 billion due in less than one year[227](index=227&type=chunk) [Critical Accounting Estimates](index=87&type=section&id=F.%20Critical%20accounting%20estimates) Financial statements rely on critical estimates for revenue recognition, asset impairment testing, and fair value measurements of financial instruments - Polestar **changed its revenue allocation method** in Q4 2023 to an expected cost-plus-margin approach, reflecting more mature sales data[239](index=239&type=chunk)[481](index=481&type=chunk) - The company identified **four distinct Cash Generating Units (CGUs)** for impairment testing, a change from the previous single-CGU approach[241](index=241&type=chunk)[506](index=506&type=chunk) - An **impairment loss of $351.2 million** was recognized for the Polestar 2 CGU in 2023 due to decreased forecasted demand[241](index=241&type=chunk)[506](index=506&type=chunk) - Fair value of financial liabilities is measured using complex models with **significant unobservable inputs (Level 2 and 3)**, making them sensitive to market changes[243](index=243&type=chunk)[244](index=244&type=chunk) [Directors, Senior Management and Employees](index=91&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's board structure, executive compensation, incentive plans, and employee base - The Board of Directors is divided into **three classes with staggered three-year terms**, and a majority must be independent for three years post-business combination[297](index=297&type=chunk) - Aggregate compensation for executive officers in 2023 was approximately **SEK 39.5 million (approx. $3.9 million USD)**[272](index=272&type=chunk) - Non-employee directors receive an annual fee of **$200,000 ($350,000 for the chair)**, with 50% of the net fee used to purchase company ADSs[280](index=280&type=chunk) - As of December 31, 2023, the company had over **2,515 employees**, with a significant presence in Sweden, China, the UK, and the USA[310](index=310&type=chunk) [Major Shareholders and Related Party Transactions](index=103&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) The company is a controlled entity with extensive operational and financial agreements with its major shareholders, Volvo Cars and Geely Major Shareholder Ownership (as of Dec 31, 2023) | Name of Beneficial Owner | Approximate Percentage of Outstanding Shares | | :--- | :--- | | Li Shufu | 81.8% | - Polestar has **extensive related party agreements** with Volvo Cars and Geely for R&D, IP licensing, manufacturing, and other core services[136](index=136&type=chunk)[326](index=326&type=chunk) - Polestar has a **$1 billion term loan facility with Snita (Volvo Cars)** and a **$250 million term loan facility with Geely**, both featuring equity conversion options[326](index=326&type=chunk)[327](index=327&type=chunk) [Financial Information](index=123&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section references the consolidated financial statements and notes the company's policy of not paying dividends - The company has not paid any cash dividends to date and **does not intend to in the foreseeable future**, expecting to reinvest earnings into operations[350](index=350&type=chunk) [The Offer and Listing](index=124&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) Polestar's ADSs and warrants are listed on the Nasdaq stock market under the symbols 'PSNY' and 'PSNYW' - Class A ADSs are listed on Nasdaq under the symbol **'PSNY'**[352](index=352&type=chunk) - Class C-1 ADSs (warrants) are listed on Nasdaq under the symbol **'PSNYW'**[352](index=352&type=chunk) [Additional Information](index=124&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers material tax considerations for ADS holders, including PFIC status, and notes the absence of exchange controls - The company does not believe it was a **Passive Foreign Investment Company (PFIC)** for the 2023 taxable year but notes the determination is complex[75](index=75&type=chunk)[371](index=371&type=chunk) - Dividends paid by the company are **not expected to be subject to U.K. withholding tax**[374](index=374&type=chunk) - Transfers of ADSs through DTC are not expected to attract U.K. stamp duty, but **transfers of the underlying ordinary shares generally will**[75](index=75&type=chunk)[375](index=375&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=131&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to market risks including foreign currency, interest rate, credit, and significant liquidity risk - The company is primarily exposed to **foreign exchange risk** from fluctuations in CNY/SEK, GBP/SEK, and USD/SEK rates[247](index=247&type=chunk)[528](index=528&type=chunk) - A **1% parallel shift in interest rate curves** would impact profit or loss by approximately **$10.0 million** as of Dec 31, 2023[251](index=251&type=chunk)[534](index=534&type=chunk) - **Liquidity risk is significant**, as the company depends on short-term credit facilities and flexible payment terms from related parties[255](index=255&type=chunk)[537](index=537&type=chunk) [Description of Securities Other Than Equity Securities](index=131&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) This section outlines the fees payable by ADS holders to the Depositary for various services ADS Holder Fees | Service | Fee per ADS | | :--- | :--- | | Issuance of ADSs | Up to US$0.05 | | Cancellation of ADSs | Up to US$0.05 | | Cash distributions | Up to US$0.05 | | Annual Service Fee | Up to US$0.05 | PART II [Controls and Procedures](index=134&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management and the independent auditor identified material weaknesses in internal controls, resulting in an adverse opinion on their effectiveness - Management concluded that **disclosure controls and procedures were not effective** as of December 31, 2023[386](index=386&type=chunk) - The independent auditor, Deloitte AB, issued an **adverse opinion on the effectiveness of the company's internal control** over financial reporting[398](index=398&type=chunk)[399](index=399&type=chunk) - **Material weaknesses were identified** in four components of the COSO framework: Control Environment, Control Activities, Information and Communication, and Monitoring[389](index=389&type=chunk) - Specific deficiencies include a **lack of sufficient accounting expertise**, inadequate segregation of duties, and ineffective controls over key financial areas[390](index=390&type=chunk)[391](index=391&type=chunk)[394](index=394&type=chunk) - Management is undertaking **remediation efforts**, including hiring additional finance resources and enhancing policies and procedures[396](index=396&type=chunk) [Principal Accountant Fees and Services](index=138&type=section&id=ITEM%2016C.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) This section details the fees paid to the principal external auditor, Deloitte AB, for audit and other services in 2022 and 2023 Principal Accountant Fees (TUSD) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | 15,720 | 11,159 | | Audit-related fees | 268 | 412 | | Tax fees | 3 | — | | All other fees | 10 | — | | **Total** | **16,001** | **11,571** | [Corporate Governance](index=139&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a foreign private issuer and controlled company, Polestar follows most Nasdaq rules but utilizes certain governance exemptions - Polestar is a **foreign private issuer and a controlled company**, exempting it from certain Nasdaq governance rules[410](index=410&type=chunk)[309](index=309&type=chunk) - The company voluntarily complies with most Nasdaq rules but **does not require its compensation and nominating committees to be composed entirely of independent directors**[410](index=410&type=chunk) [Cybersecurity](index=140&type=section&id=ITEM%2016K.%20CYBERSECURITY) The company maintains a cybersecurity program with board oversight and has experienced no material incidents in the last fiscal year - Polestar's cybersecurity risk management is integrated into its enterprise risk program, with **oversight from the Audit Committee**[413](index=413&type=chunk)[414](index=414&type=chunk) - A dedicated Information Security Team, led by a CISO, and a **third-party 24/7 Security Operations Center (SOC)** are in place to manage threats[413](index=413&type=chunk)[415](index=415&type=chunk) - **No material cybersecurity incidents** were experienced during the last fiscal year[413](index=413&type=chunk) PART III [Financial Statements](index=140&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements, which include an adverse opinion on internal controls and a going concern warning - The auditor's report expresses an unqualified opinion on the financial statements but an **adverse opinion on internal control over financial reporting**[440](index=440&type=chunk) - The auditor's report notes that the need for additional financing raises **substantial doubt about the company's ability to continue as a going concern**[441](index=441&type=chunk)[468](index=468&type=chunk) - The financial statements for 2022 and 2021 have been **restated to correct immaterial errors** primarily related to inventory and expense accounting[182](index=182&type=chunk)[473](index=473&type=chunk) [Exhibits](index=141&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all exhibits filed with the annual report, including material contracts and corporate documents