What are the main risks faced by Zeekr?
The company had an unstable and volatile financial performance. The company's total revenue increased significantly by RMB24,240.1 million, or approximately 46.9%, from RMB51,672.6 million in 2023 to RMB75,912.7 million (US$10,400.0 million) in 2024. The increase was primarily due to the increase in (i) vehicle sales of RMB21,403.5 million and (ii) sales of batteries and other components of RMB2,101.2 million. The company's total revenue increased significantly by RMB19,773.2 million, or approximately 62.0%, from RMB31,899.4 million in 2022 to RMB51,672.6 million in 2023. The increase was primarily due to the increase in (i) vehicle sales of RMB14,240.5 million and (ii) sales of batteries and other components of RMB4,374.8 million. However, although the company's revenue from vehicle sales and sales of batteries and other components increased significantly, the company might experience volatility or not be able to maintain a similar increase rate, which could adversely affect the company's financial condition and results of operation. Furthermore, as a result of the corresponding rising cost of revenues and increasing operating expenses, the company's net loss decreased by RMB2,473.5 million, where the company recorded a net loss of RMB5,790.6 million (US$793.3 million) in 2024, compared to a net loss of RMB8,264.2 million in 2023. The company incurred a significant increase of RMB609.1 million in net loss and recorded a net loss of RMB8,264.2 million in 2023, compared to a net loss of RMB7,655.1 million in 2022. The company cannot assure you that the company will achieve profitability in the near future as the company is still at an early stage. The company has experienced significant growth since the launch of its first model in 2021, and net revenues for vehicle sales increased from RMB1,544.3 million in 2021 to RMB19,671.2 million in 2022, and further increased to RMB33,911.8 million (US$4,776.4 million) in 2023. The company plans to further grow the business by, among other things, investing in technology, expanding the product portfolio, strengthening brand recognition, expanding the sales and marketing network and service offerings, and entering into overseas markets. Future operating results will depend to a large extent on the company's ability to manage expansion and growth successfully. Risks that the company faces in undertaking this expansion include, among others: • managing a larger organization with a greater number of employees in different divisions;  
• controlling expenses and investments in anticipation of expanded operations;  
• establishing or expanding design, manufacturing, sales, and service facilities;  
• implementing and enhancing administrative infrastructure, systems, and processes; and  
• executing the company's strategies and business initiatives successfully. Any failure to manage the company's growth effectively could materially and adversely affect its business, prospects, results of operations, and financial condition. The company has experienced significant growth since the launch of ZEEKR 001 in 2021, and net revenues for vehicle sales increased from RMB1,544.3 million in 2021 to RMB19,671.2 million in 2022, and further increased to RMB33,911.8 million (US\$4,776.4 million) in 2023. The company plans to further grow the business by, among other things, investing in technology, expanding the product portfolio, strengthening brand recognition, expanding the sales and marketing network and service offerings, and entering into overseas markets. Future operating results will depend to a large extent on the company's ability to manage expansion and growth successfully. Risks that the company faces in undertaking this expansion include, among others: • managing a larger organization with a greater number of employees in different divisions;  
• controlling expenses and investments in anticipation of expanded operations;  
• establishing or expanding design, manufacturing, sales, and service facilities;  
• implementing and enhancing administrative infrastructure, systems, and processes; and  
• executing the company's strategies and business initiatives successfully. Any failure to manage the company's growth effectively could materially and adversely affect the company's business, prospects, results of operations, and financial condition. The company has experienced significant growth since the launch of the company's model in 2021, and net revenues for vehicle sales increased from nil in 2020 to RMB1,544.3 million in 2021. In 2022, the company recorded net revenues for vehicle sales of RMB19,671.2 million (US$2,852.1 million). The company plans to further grow the business by, among other things, investing in technology, expanding the product portfolio, strengthening brand recognition, expanding the sales and marketing network and service offerings, and entering into overseas markets. Future operating results will depend to a large extent on the company's ability to manage expansion and growth successfully. Risks that the company faces in undertaking this expansion include, among others: • managing a larger organization with a greater number of employees in different divisions;  
• controlling expenses and investments in anticipation of expanded operations;  
• establishing or expanding design, manufacturing, sales, and service facilities;  
• implementing and enhancing administrative infrastructure, systems, and processes; and  
• executing the company's strategies and business initiatives successfully. Any failure to manage the company's growth effectively could materially and adversely affect the company's business, prospects, results of operations, and financial condition. The company has experienced significant growth since the launch of its model in 2021, and net revenues for vehicle sales increased from nil in 2020 to RMB1,544.3 million in 2021. For the nine months ended September 30, 2022, the company recorded net revenues for vehicle sales of RMB10,820.2 million (US$1,521.1 million). The company plans to further grow the business by, among other things, investing in technology, expanding the product portfolio, strengthening brand recognition, expanding the sales and marketing network and service offerings, and entering into overseas markets. Future operating results will depend to a large extent on the company's ability to manage expansion and growth successfully. Risks that the company faces in undertaking this expansion include, among others:  
• managing a larger organization with a greater number of employees in different divisions;  
• controlling expenses and investments in anticipation of expanded operations;  
• establishing or expanding design, manufacturing, sales, and service facilities;  
• implementing and enhancing administrative infrastructure, systems, and processes; and  
• executing the company's strategies and business initiatives successfully. Any failure to manage the company's growth effectively could materially and adversely affect its business, prospects, results of operations, and financial condition. The company respectfully advises the Staff that the company has not experienced any material disruptions to its supply chain as of the date of this letter, and specifically confirms that the factors listed in the Staff’s comment above have not been applicable to the company’s business operations as of the date of this letter. The company further submits that its major suppliers and customers are not located in any of the countries or regions specified by the Staff, and has therefore not experienced a material adverse impact on its supply chain and delivery to customers. 24. Please disclose whether the company is subject to material cybersecurity risks in its supply chain based on third-party products, software, or services used in its products, services, or business and how a cybersecurity incident in the company's supply chain could impact its business. Discuss the measures the company has taken to mitigate these risks. 25. Please consistently disclose whether and to what extent the company will rely on controlled company or home country corporate governance exemptions. The company's disclosures on pages 13, 50, 76, 77, and 165-66 currently inconsistently disclose its intentions to rely on those exemptions. 26. Given the disclosure regarding the numerous strengths of the company and its operations, please revise to explain the reasons for this transaction and operating independently from Geely in the future. 27. Please clarify how Regulation S will apply to the AED, considering it appears that Geely Automotive will distribute securities to its holders. [Table Level]  
- Table Title: Concentration of Accounts Receivable by Customers  
- Table Summary: The table displays the percentage of total accounts receivable attributed to specific customers who account for at least 10% of the company Group's accounts receivable in the years ending December 31, 2023, and 2024. The percentages are given as of the balance sheet dates.  
- Context: Prior to the table, it is discussed that the company Group’s major assets subject to credit risk include accounts receivable with the exposure being their carrying amounts. Following the table, concentration risks concerning suppliers are addressed, noting similar percentages for suppliers contributing to significant portions of purchases.  
- Special Notes: The percentages represent the portion of accounts receivable for each significant customer, with the second value in each year marked with a special notation "*" indicating further consideration like confidentiality or external context.  

[Row Level]  
Row 1: For the year ended December 31, 2023, one customer contributed 12.70% to the company Group's accounts receivable measured in RMB.  
Row 2: For the year ended December 31, 2023, another customer contributed 18.68% to the company Group's accounts receivable measured in RMB, though this entry is marked with an asterisk.  
Row 3: For the year ended December 31, 2024, there are asterisks marking both entries, suggesting confidentiality or external factors impacting the disclosure of exact percentages. However, uncertainties remain as to whether and to what extent the market demand and the battery electric vehicle (BEV) supply chain will be affected by the COVID-19 pandemic in the future. In light of the uncertainties in the global market and economic conditions due to the COVID-19 pandemic, the company will continue to evaluate the nature and extent of the impact of the pandemic on its financial condition and liquidity. See also “Risk Factors — Risks Related to the company's Business and Industry — The COVID-19 outbreak has adversely affected, and may continue to adversely affect, the company's results of operations.” However, uncertainties remain as to whether and to what extent the market demand and the battery electric vehicle (BEV) supply chain will be affected by the COVID-19 pandemic in the future. In light of the uncertainties in the global market and economic conditions due to the COVID-19 pandemic, the company will continue to evaluate the nature and extent of the impact of the pandemic on its financial condition and liquidity. See also “Risk Factors — Risks Related to Our Business and Industry — The COVID-19 outbreak has adversely affected, and may continue to adversely affect, the company's results of operations.” You should read this annual report and the documents that the company references in this annual report and has filed as exhibits to this annual report completely and with the understanding that the company's actual future results may be materially different from what the company expects. The company qualifies all of its forward-looking statements by these cautionary statements. The company operates in a rapidly evolving environment. New risks emerge from time to time and it is impossible for the company's management to predict all risk factors, nor can the company assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. You should read this prospectus and the documents that the company references in this prospectus and has filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that the company's actual future results may be materially different from what the company expects. The company qualifies all of its forward-looking statements by these cautionary statements. The company operates in a rapidly evolving environment. New risks emerge from time to time and it is impossible for the company's management to predict all risk factors, nor can the company assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. [Table Level]  
- Table Title: Major Leased Facilities as of December 31, 2022  
- Table Summary: The table presents information about the major facilities leased by the company, listing their locations, approximate sizes, primary uses, and lease terms. It details both Chinese and Swedish properties used primarily for office and R&D purposes.  
- Context: The company's strategy includes securing insurance to guard against risks, managing several owned and leased properties in Ningbo, with the table specifying key leased properties for various business operations.  
- Special Notes: Sizes are presented in square meters and lease terms are clearly defined with start and end dates.  

[Row Level]  
Row 1: The facility in Hangzhou, China, is an office with an approximate size of 15,801.2 square meters, leased from October 15, 2021, to April 14, 2025.  

Row 2: The location in Ningbo, China, functions as both an R&D center and office, with a substantial area of 52,730.0 square meters, and its lease is valid from January 1, 2023, to December 31, 2023.  

Row 3: In Shanghai, China, an office space measuring approximately 2,716.0 square meters is leased from December 15, 2021, until December 14, 2024.  

Row 4: Another facility in Shanghai, China, serving as an R&D center and office with an area of 1,048.0 square meters, is leased from December 15, 2021, to December 14, 2024.  

Row 5: The property in Gothenburg, Sweden, is utilized for storage and workshop purposes, covering an area of 800.0 square meters, and is leased from March 1, 2018, to February 28, 2028.  

Row 6: Another office location in Gothenburg, Sweden, encompasses 503.0 square meters, with the lease term spanning from June 1, 2017, to December 31, 2023. As a result of the foregoing, the company incurred a net loss of RMB5,790.6 million (US\$793.3 million) in 2024, as compared to a net loss of RMB8,264.2 million in 2023. [Table Level]
- Table Title: Loss per Share Analysis for the Years Ended December 31, 2022, 2023, and 2024
- Table Summary: This table presents the financial outcomes related to the company's net loss per share for the fiscal years 2022, 2023, and 2024. It details figures for net losses from consolidated entities, net income attributable to non-controlling interests, and the net losses attributable to ordinary shareholders. Additionally, it demonstrates the weighted average number of shares and calculates both basic and diluted net loss per share.
- Context: The context discusses significant financial activities of the Group, including related party transactions and loans, along with their completion and outstanding balances. It also explains the net loss from consolidated entities and provides background on excluded share units and preferred shares affecting net loss per share calculations.
- Special Notes: The amounts are presented in thousands; share data and per share data use specific formatting. The negative values indicate net losses.

[Row Level]
Row 1: In 2022, the net loss from consolidated entities amounted to RMB 7,651,854, which increased to RMB 8,264,191 in 2023, and then decreased to RMB 5,790,649 in 2024.
Row 2: Net income attributable to Ningbo Viridi as a non-controlling interest (NCI) was RMB 278,633 in 2022, then reduced to RMB 82,789 in 2023, and increased significantly to RMB 632,921 in 2024.
Row 3: The net loss attributable to ordinary shareholders of the company was recorded as RMB 7,930,487 in 2022, increased to RMB 8,346,980 in 2023, and reduced to RMB 6,423,570 in 2024.
Row 4: The weighted average number of ordinary shares outstanding, both basic and diluted, remained constant at 2,000,000,000 shares in 2022 and 2023, increasing to 2,353,015,830 shares by 2024.
Row 5: The basic net loss per share attributable to ordinary shareholders of the company was RMB (3.97) in 2022, increased to RMB (4.17) in 2023, and then improved to RMB (2.73) in 2024.
Row 6: Similarly, the diluted net loss per share for ordinary shareholders of the company mirrored the basic calculation: RMB (3.97) in 2022, rising to RMB (4.17) in 2023, and decreasing to RMB (2.73) in 2024. Net loss from consolidated entities represents the net loss generated by each entity acquired as part of the company's Reorganization since the dates of their respective acquisitions. [Table Level]  
- Table Title: Changes in Shareholders' Deficit for company Intelligent Technology Holding Limited  
- Table Summary: The table details the changes in the shareholders' deficit for company Intelligent Technology Holding Limited over the year ending December 31, 2024. It provides information on ordinary shares, preferred shares, treasury shares, additional paid-in capital, accumulated deficit, and shareholder interests, among other metrics. The data illustrates adjustments due to share issuance, conversion, net losses, and other compensatory actions.  
- Context: This table continues from prior statements outlining changes in shareholders' deficit for company Intelligent Technology Holding Limited from the start of 2024. It is accompanied by notes that are part of company Intelligent Technology Holding Limited's consolidated financial statements and precedes similar financial statements for cash flows through 2022 to 2024.  
- Special Notes: All financial amounts are presented in RMB and the amounts are listed in thousands, excluding share and per-share data. Specific financial transactions such as IPOs and currency adjustments are marked throughout.  

[Row Level]  
Row 1: As of January 1, 2024, there were 2,000,000,000 ordinary shares outstanding with a base value of RMB 2,584 and 265,846,254 preferred shares valued at RMB 362. The additional paid-in capital stood at RMB 11,213,798, with an accumulated deficit of RMB (20,865,686). The total shareholders' deficit amounted to RMB (8,678,600).  

Row 2: Following an initial public offering, 241,500,000 ordinary shares were issued, bringing in RMB 349, while incurring issuance costs of RMB 79,138. This transaction increased additional paid-in capital by RMB 3,464,995. The total company deficit decreased to RMB (9,631,387), and the total deficit shifted to RMB 3,465,344.  

Row 3: Upon the IPO consummation, 265,846,254 preferred shares were converted into ordinary shares, altering their value by RMB (362) each, thus eliminating their individual outstanding values in favor of the increased ordinary shares category.  

Row 4: An additional 45,555,414 shares were issued on vesting RSUs at RMB 66, contributing to the shares outstanding balance and maintaining the total shareholders' deficit at RMB 66.  

Row 5: A repurchase of 10,930,530 ordinary shares occurred without issuing preferred shares. This action resulted in an increase in treasury shares valued at RMB 10,930,530 and contributed RMB (186,812) to the accumulated deficit, while adjusting other values accordingly and leading to a notable deficit change to RMB (6,423,570).  

Row 6: Recorded net loss added a significant RMB (6,423,570) to the accumulated deficit, simultaneously reflecting the total shareholders' deficit as RMB (5,790,649).  

Row 7: Share-based compensation actions attributed an increase of RMB 1,078,296 to additional paid-in capital, yet maintained the current deficit figures and displayed a substantially unchanged position in shareholders’ deficit.  

Row 8: A foreign currency translation adjustment adjusted the accumulated other comprehensive income by RMB (40,474) while leaving total shareholder figures and other aspects largely unaffected or maintained.  

Final Row: As of December 31, 2024, 2,541,971,138 ordinary shares remain outstanding, valued at RMB 3,361 along with total treasury shares totaling 10,930,530 in number with RMB 10,930,530. This concluded the year with an additional paid-in capital recorded as RMB 15,757,089, while accumulated deficits sum to RMB (186,812), and total shareholders’ deficit now holds at RMB (10,152,829). Net loss  
Other comprehensive loss, net of tax of nil: Foreign currency translation adjustments  
Comprehensive loss  
Less: comprehensive income attributable to non-controlling interest  
Comprehensive loss attributable to shareholders of company Intelligent Technology Holding [Table Level]  
- Table Title: Combined and Consolidated Comprehensive Loss for Years Ended December 31, 2022, 2023, and 2024  
- Table Summary: This table outlines the comprehensive loss figures for company Intelligent Technology Holding Limited over three consecutive years, providing insights into net loss, foreign currency translation adjustments, and comprehensive income attributable to non-controlling interests—all expressed in RMB, with a conversion to US$ for the year 2024. The financial data illustrates company Intelligent Technology Holding Limited's changes in comprehensive loss and the impact on shareholders.  
- Context: The financial data precedes and follows statements that relate to the comprehensive loss and shareholders' deficit for December 31, 2022, 2023, and 2024. The notes accompanying the financial statements are integral for understanding the presented figures.  
- Special Notes: Amounts are in thousands except where otherwise stated. For 2024, figures are also presented in US$, with a note (2(d)) for further context.  

[Row Level]  
Row 1: In 2022, the RMB net loss for company Intelligent Technology Holding Limited was (7,655,146).  
Row 2: In 2023, the RMB net loss for company Intelligent Technology Holding Limited increased to (8,264,191).  
Row 3: In 2024, the RMB net loss for company Intelligent Technology Holding Limited was (5,790,649), while the corresponding amount in US$ was (793,315).  
Row 4: For 2022, foreign currency translation adjustments led to a gain of 14,556, modifying the overall loss to (7,640,590).  
Row 5: In 2023, adjustments yielded a gain of 49,765, reducing the loss to (8,214,426).  
Row 6: The year 2024 saw a currency translation loss of (40,474), affecting the total loss to readjust to (5,831,123) RMB and (5,545) US$.  
Row 7: Comprehensive income attributable to non-controlling interests in 2022 was 278,633, resulting in an attributable loss to shareholders of (7,919,223).  
Row 8: The 2023 equivalent was 82,789, leading to a shareholder attributable loss of (8,297,215).  
Row 9: Finally, in 2024, with an interest of 632,921 in RMB and 86,710 in US$, the attributable loss to shareholders was adjusted to (6,464,044) RMB and (885,570) US$. [Table Level]
- Table Title: company Intelligent Technology Holding Limited Condensed Statements of Operations and Comprehensive Loss
- Table Summary: The table provides a detailed breakdown of the financial performance of company Intelligent Technology Holding Limited for the years ending December 31, 2021, 2022, and 2023, including losses from operations, interest income, income before income tax, and comprehensive loss. Data is presented in thousands, excluding per share data unless noted otherwise.
- Context: Prior to this table, the document indicates there have been no subsequent events requiring changes to the financial statements as of March 20, 2024. Following the table, there are sections on cash flow statements and notes to financial statements which elucidate regulatory compliance and financial disclosure requirements.
- Special Notes: Amounts are in thousands and exclude share and per share data unless noted. Negative values indicate losses or expenses.

[Row Level]
Row 1: For 2021, the general and administrative expenses are not specified; for 2022, they were $1,800 thousand; in 2023 they reached $11,237 thousand, and for 2024 they decreased to $1,583 thousand.
Row 2: In 2021, the loss from operations is not given; estimated at $1,800 thousand in 2022, $11,237 thousand in 2023, and $1,583 thousand in 2024.
Row 3: In 2021, interest income was $2,240 thousand, rising to $6,268 thousand in 2022, $25,513 thousand in 2023, and declining to $3,593 thousand in 2024.
Row 4: Other (expenses) income, net was $(152) thousand in 2021 and changed to $1,826 thousand in 2022, $54,782 thousand in 2023, and $7,716 thousand in 2024.
Row 5: Income before income tax expense in 2021 was $2,088 thousand, increased to $6,294 thousand in 2022, $69,058 thousand in 2023, and further increased to $9,726 thousand in 2024.
Row 6: Equity in loss of subsidiaries was $(4,364,657) thousand for 2021, $(7,940,073) thousand in 2022, $(8,416,038) thousand in 2023, and $(1,185,374) thousand in 2024.
Row 7: Net loss for 2021 was $(4,362,569) thousand, decreased to $(7,933,779) thousand by 2022, $(8,346,980) thousand in 2023, and $(1,175,648) thousand in 2024.
Row 8: Other comprehensive (loss) income, net of tax of nil was $(103,405) thousand in 2021; increased to $14,556 thousand in 2022, $49,765 thousand in 2023, before decreasing to $7,009 thousand in 2024.
Row 9: The foreign currency translation adjustment, net tax of nil in 2021 was $(103,405) thousand; changed to $14,556 thousand in 2022, $49,765 thousand in 2023, and was $7,009 thousand in 2024.
Row 10: Total other comprehensive (loss) income in 2021 was $(103,405) thousand, increasing to $14,556 thousand by 2022, $49,765 thousand in 2023, and down to $7,009 thousand in 2024.
Row 11: Total comprehensive loss in 2021 was $(4,465,974) thousand, changing to $(7,919,223) thousand in 2022, $(8,297,215) thousand in 2023, and reducing to $(1,168,639) thousand in 2024.
The company's inability to maintain a cooperative relationship with Geely Group or if Geely Group does not maintain its cooperation framework agreements with the company, or if Geely Group competes directly with the company, the company's business, growth, and prospects could be materially and adversely affected. You should carefully consider all of the information in this prospectus before making an investment in the ADSs, especially the risks and uncertainties discussed under “Risk Factors,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Please find below a summary of the principal risks and uncertainties the company faces, organized under relevant headings. These risks are discussed more fully in “Risk Factors.” If the company becomes liable for product liability claims, the company's business, operating results, and financial condition may be harmed. The automotive industry experiences significant product liability claims, and the company faces inherent risk of exposure to claims in the event the company's battery electric vehicles (BEVs) do not meet applicable standards or requirements, resulting in property damage, personal injury, or death. The company's risks in this area are particularly pronounced given the company has limited experience in offering BEVs. Although the company implements full-cycle quality control, covering design, procurement, production, sales, and after-sales services, the company cannot assure stakeholders that the company's quality control measures will be as effective as expected. Any failure in any of the company's quality control steps would cause a defect in the company's BEVs, and in turn, could harm the company's customers. A successful product liability claim against the company could require the company to pay substantial monetary compensation. Moreover, a product liability claim could generate substantial negative publicity about the company's BEVs and business and inhibit or prevent commercialization of the company's future new energy vehicles (NEVs), which would have a material adverse effect on the company's brand, business, prospects, financial condition, and results of operations. While the company has historically sold all of its battery electric vehicles (BEVs) in China, the company may explore opportunities to expand into international markets in the future. While the company expects China will continue to be its primary market, the marketing and sale of the company's BEVs to international markets may increase in the future, which will expose the company to a number of risks, including, but not limited to: • fluctuations in foreign currency exchange rates; • increased costs associated with maintaining the ability to understand the local markets and develop and maintain effective marketing and distribution presence in various countries; • providing customer service and support in these markets; • difficulty with staffing and managing overseas operations; • failure to develop appropriate risk management and internal control structures tailored to overseas operations; • difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which the company offers or plans to offer its products and services including charging and other electric infrastructures; • failure to obtain or maintain permits for the company's products or services in these markets; • different safety concerns and measures needed to address accident-related risks in different countries and regions; • inability to obtain, maintain or enforce intellectual property rights; • unanticipated changes in prevailing economic conditions and regulatory requirements; and   
• trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses. If the company becomes liable for product liability claims, the company's business, operating results, and financial condition may be harmed. The automotive industry experiences significant product liability claims, and the company faces inherent risk of exposure to claims in the event its battery electric vehicles (BEVs) do not meet applicable standards or requirements, resulting in property damage, personal injury, or death. The company's risks in this area are particularly pronounced given the company's limited experience in offering BEVs. Although the company implements full-cycle quality control, covering design, procurement, production, sales and after-sales services, the company cannot assure you that the company's quality control measures will be as effective as the company expects. Any failure in any of the company's quality control steps would cause a defect in the company's battery electric vehicles (BEVs), and in turn, could harm the company's customers. A successful product liability claim against the company could require the company to pay substantial monetary compensation. Moreover, a product liability claim could generate substantial negative publicity about the company's BEVs and business and inhibit or prevent commercialization of the company's future new energy vehicles (NEVs), which would have a material adverse effect on the company's brand, business, prospects, financial condition and results of operations. If the company becomes liable for product liability claims, the company's business, operating results, and financial condition may be harmed. The automotive industry experiences significant product liability claims, and the company faces inherent risk of exposure to claims in the event the battery electric vehicles (BEVs) do not meet applicable standards or requirements, resulting in property damage, personal injury, or death. The company's risks in this area are particularly pronounced given the company's limited experience in offering BEVs. Although the company implements full-cycle quality control, covering design, procurement, production, sales, and after-sales services, the company cannot assure stakeholders that its quality control measures will be as effective as expected. Any failure in any of the company's quality control steps would cause a defect in the BEVs, and in turn, could harm customers. A successful product liability claim against the company could require the company to pay substantial monetary compensation. Moreover, a product liability claim could generate substantial negative publicity about the company's BEVs and business and inhibit or prevent further operations. commercialization of the company's future new energy vehicles (NEVs), which would have a material adverse effect on the company's brand, business, prospects, financial condition, and results of operations. While the company has historically sold all of its battery electric vehicles (BEVs) in China, the company may explore opportunities to expand into international markets in the future. While the company expects China will continue to be its primary market, the marketing and sale of the company's BEVs to international markets may increase in the future, which will expose the company to a number of risks, including, but not limited, to: • fluctuations in foreign currency exchange rates; • increased costs associated with maintaining the ability to understand the local markets and develop and maintain effective marketing and distribution presence in various countries; • providing customer service and support in these markets; • difficulty with staffing and managing overseas operations; • failure to develop appropriate risk management and internal control structures tailored to overseas operations; • difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which the company offers or plans to offer its products and services including charging and other electric infrastructures; • failure to obtain or maintain permits for the company's products or services in these markets; • different safety concerns and measures needed to address accident-related risks in different countries and regions; • inability to obtain, maintain or enforce intellectual property rights; • unanticipated changes in prevailing economic conditions and regulatory requirements; and   
• trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses. The company's potential expansion into international markets will require the company to respond timely and effectively to rapid changes in market conditions in the relevant countries. While the company has historically sold all of its battery electric vehicles (BEVs) in China, the company may explore opportunities to expand into international markets in the future. While the company expects China will continue to be its primary market, the marketing and sale of the company's BEVs to international markets may increase in the future, which will expose the company to a number of risks, including, but not limited to: • fluctuations in foreign currency exchange rates; • increased costs associated with maintaining the ability to understand the local markets and develop and maintain effective marketing and distribution presence in various countries; • providing customer service and support in these markets; • difficulty with staffing and managing overseas operations; • failure to develop appropriate risk management and internal control structures tailored to overseas operations; • difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which the company offers or plans to offer its products and services including charging and other electric infrastructures; • failure to obtain or maintain permits for the company's products or services in these markets; • different safety concerns and measures needed to address accident-related risks in different countries and regions; • inability to obtain, maintain or enforce intellectual property rights; • unanticipated changes in prevailing economic conditions and regulatory requirements; and  
• trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses. The company's potential expansion into international markets will require the company to respond timely and effectively to rapid changes in market conditions in the relevant countries. If the company becomes liable for product liability claims, the company's business, operating results, and financial condition may be harmed. The automotive industry experiences significant product liability claims, and the company faces inherent risk of exposure to claims in the event the company's battery electric vehicles (BEVs) do not meet applicable standards or requirements, resulting in property damage, personal injury, or death. The company's risks in this area are particularly pronounced given the company has limited experience in offering BEVs. Although the company implements full-cycle quality control, covering design, procurement, production, sales and after-sales services, the company cannot assure stakeholders that its quality control measures will be as effective as expected. Any failure in any of the company's quality control steps would cause a defect in the company's battery electric vehicles (BEVs), and in turn, could harm the company's customers. A successful product liability claim against the company could require the company to pay substantial monetary compensation. Moreover, a product liability claim could generate substantial negative publicity about the company's BEVs and business and inhibit or prevent commercialization of the company's future new energy vehicles (NEVs), which would have a material adverse effect on the company's brand, business, prospects, financial condition and results of operations. If the company becomes liable for product liability claims, the company's business, operating results, and financial condition may be harmed. The automotive industry experiences significant product liability claims, and the company faces inherent risks. Risk of exposure to claims in the event the company's battery electric vehicles (BEVs) do not meet applicable standards or requirements, resulting in property damage, personal injury, or death. The company's risks in this area are particularly pronounced given its limited experience in offering BEVs. Although the company implements full-cycle quality control, covering design, procurement, production, sales, and after-sales services, it cannot assure stakeholders that its quality control measures will be as effective as expected. Any failure in any of the company's quality control steps would cause a defect in its BEVs, and in turn, could harm its customers. A successful product liability claim against the company could require it to pay substantial monetary compensation. Moreover, a product liability claim could generate substantial negative publicity about the company's BEVs and business and inhibit or prevent commercialization of its future new energy vehicles (NEVs), which would have a material adverse effect on the company's brand, business, prospects, financial condition, and results of operations. While the company has historically sold all of its battery electric vehicles (BEVs) in China, the company may explore opportunities to expand into international markets in the future. While the company expects China will continue to be its primary market, the marketing and sale of the company's BEVs to international markets may increase in the future, which will expose the company to a number of risks, including, but not limited to: • fluctuations in foreign currency exchange rates; • increased costs associated with maintaining the ability to understand the local markets and develop and maintain effective marketing and distribution presence in various countries; • providing customer service and support in these markets; • difficulty with staffing and managing overseas operations; uncertainties in local markets in developing countries, such as unstable demands and underdeveloped market conditions; unstable geopolitical environments that generally affect the overseas markets, such as wars, conflicts, and regional tensions; • failure to develop appropriate risk management and internal control structures tailored to overseas operations; • difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which the company offers or plans to offer its products and services, including charging and other electric infrastructures; • failure to obtain or maintain permits for the company's products or services in these markets; • different safety concerns and measures needed to address accident-related risks in different countries and regions; • inability to obtain, maintain, or enforce intellectual property rights; • unanticipated changes in prevailing economic conditions and regulatory requirements; “Waymo” refers to an American autonomous driving technology company; “ZEEKR Intelligent Technology Holding Limited,” “ZEEKR,” and “our company” refer to ZEEKR Intelligent Technology Holding Limited, the holding company, and its subsidiaries, as a group; “ZEEKR Intelligent Technology” refers to ZEEKR Intelligent Technology Holding Limited, the Cayman holding company; ● “Zeekr Power” refers to Zhejiang Haohan Energy Technology Co., Ltd., in which ZEEKR Intelligent Technology Holding Limited owns 30% equity interest; “Zeekr Innovation” refers to Zeekr Technology Innovation Limited; ● “Zhejiang Geely” refers to Zhejiang Geely Automobile Co., Ltd; and ● “Zhejiang ZEEKR” refers to Zhejiang ZEEKR Intelligent Technology Co., Ltd. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report are made at RMB7.2993 to US1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2024. ZEEKR Intelligent Technology Holding Limited makes no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. A severe or prolonged downturn in the PRC or global economy could materially and adversely affect ZEEKR Intelligent Technology Holding Limited's business, results of operations, and financial condition. The company's business and prospects depend significantly on its ability to build the company brand. The company may not succeed in continuing to maintain and strengthen its brand, and its brand and reputation could be harmed by negative publicity and customer complaints regarding the company, its products, or its services. Any dysfunction or outdated developments in Southeast Asia may negatively affect the production of the company's battery electric vehicles (BEVs). Any problems or delays in ramping up and maintaining operations of the Vehicle Manufacturing Factories could negatively affect the production of the company's BEVs. Failure to develop appropriate risk management and internal control structures tailored to overseas operations; difficulty and cost relating to compliance with different commercial and legal requirements of the overseas markets in which the company offers or plans to offer its products and services including charging and other electric infrastructures; failure to obtain or maintain permits for the company's products or services in these markets; different safety concerns and measures needed to address accident-related risks in different countries and regions; inability to obtain, maintain or enforce intellectual property rights; unanticipated changes in prevailing economic conditions and regulatory requirements; ineligibility for tax credits or other incentives offered by governments in these markets; and adverse impact from economic sanctions and trade barriers such as export, import and international trade controls, tariffs, taxes and other restrictions and expenses. On October 4, 2023, the European Commission published a notice of initiation of EU anti-subsidy investigations into EU imports of battery electric vehicles (BEVs) from China (the “EU Subsidy Probe”). Using the sampling method, the European Commission selected Zhejiang Geely Automobile Co., Ltd. as one of the investigation targets of the EU Subsidy Probe, and Zhejiang Geely Automobile Co., Ltd. is actively cooperating with the investigation. However, anti-subsidy investigations, such as the EU Subsidy Probe, or other similar investigations in overseas markets may adversely affect the imports of BEVs from China, such as the company's, into overseas markets, and the company's strategy of expanding into overseas markets may be negatively impacted. The company's potential expansion into international markets will require the company to respond timely and effectively to rapid changes in market conditions in the relevant countries. The company's success in international expansion depends, in part, on the company's ability to succeed in different legal, regulatory, economic, environmental, social, and political conditions over which the company has little control. The company may not be able to develop and implement policies and strategies that will be effective in each location where the company does business. In addition, the company may not be able to monitor the sales of its battery electric vehicles (BEVs) operated by local dealers in overseas markets as directly and effectively as its self-owned stores. There can also be no assurance that the local dealers will always comply with their obligations under the applicable agreements and report the sales-related information in a timely and accurate manner, which may result in high dealer inventory, high retail price discounts, and unsatisfactory customer experiences. A change in one or more of the factors described above may have a material adverse effect on the company's business, financial condition, and results of operations. the availability of after-sales service for new energy vehicles (NEVs); the environmental consciousness of consumers; access to charging stations, standardization of battery electric vehicle (BEV) charging systems, and consumers’ perceptions about convenience and cost for charging a BEV; the availability of tax and other governmental incentives to purchase and operate NEVs or future regulations requiring increased use of nonpolluting vehicles; perceptions about and the actual cost of alternative fuel; and   
macroeconomic factors. Any of the factors described above may cause current or potential customers not to purchase the company's battery electric vehicles (BEVs) and use the company's services. If the market for new energy vehicles (NEVs) does not develop in the way the company expects or develops more slowly than the company expects, the company's business, prospects, financial condition, and operating results will be affected. announcements by the company or its competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; additions to or departures of the company's senior management; fluctuations of exchange rates between the Renminbi and the U.S. dollar; release or expiry of lock-up or other transfer restrictions on the company's issued shares or ADSs; and   
sales or perceived potential sales of additional ordinary shares or ADSs. reviewing with the company's management, the internal auditors and the independent auditor other material issues, materials, transactions and policies, including but not limited to analyses or written communications prepared by the company's management and/or the independent auditor, the critical accounting policies and practices of the company, the effect of major transactions or major issues regarding accounting principles and financial statement presentations; reviewing the company's disclosure controls and procedures and internal control over financial reporting, policies and practices with respect to risk assessment and risk management; ● reviewing and assessing the adequacy of the company's committee charter periodically and recommend any proposed changes to the board; and reviewing and approving all related party transactions. Compensation Committee. The company's compensation committee consists of Donghui Li, Conghui An, Miguel A. Lopez Ben, and Michael David Ricks and is chaired by Donghui Li. The company has determined that each of Miguel A. Lopez Ben and Michael David Ricks satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the NYSE. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to the company's directors and executive officers. The company's chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things: reviewing and approving the compensation of each of the company's executive officers; periodically reviewing the company's management succession planning, including policies for executive officers’ selection and succession in the event of the incapacitation, retirement or removal of the executive officers, and evaluations of, and development plans for, any potential successors to the executive officers; reviewing and submitting for the board’s approval the company's executive compensation and benefits policies generally; periodically reviewing and assessing the adequacy of the committee charter and recommending any proposed changes to the board for approval; and   
reviewing and assessing risks arising from the company's employee compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on the company. Nominating Committee. The company's nominating committee consists of Shengyue Gui, Donghui Li, Stephen Brown Davis, and Michael David Ricks, and is chaired by Shengyue Gui. The company has determined that Stephen Brown Davis and Michael David Ricks satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the NYSE. The nominating committee assists the board in selecting individuals qualified to become the company's directors and in determining the composition of the board of directors and its committees. The nominating committee is responsible for, among other things: overseeing searches for and identifying qualified individuals for membership on the board and recommending individuals for membership on the board and its committees for approval by the board and/or the shareholders, if applicable; at least annually leading the board in a self-evaluation to determine whether the board and its committees are functioning effectively, and reviewing the evaluations prepared by each board committee of such committee’s performance and considering any recommendations for proposed changes to the board; reviewing and approving compensation (including equity-based compensation) for the company's directors; overseeing an orientation and continuing education program for the company's directors; and   
evaluating the nominating committee's own performance and reporting to the board on such evaluation, and periodically reviewing and assessing the adequacy of the committee charter and recommending any proposed changes to the board for approval. Sustainability Committee. The company's sustainability committee consists of Conghui An, Stephen Brown Davis, and Michael David Ricks, and is chaired by Conghui An. The sustainability committee assists the board of directors in overseeing the environmental, social, and governance (“ESG”) matters relevant to the company's business activities. The sustainability committee is responsible for, among other things: consider the current and emerging ESG matters that may affect the business, operations or reputation of the company; ● analyze the risks and opportunities regarding ESG matters that are of strategic significance to the company; develop the strategies, policies and initiatives regarding ESG matters; design the plans, goals and objectives for ESG matters and monitor the company's progress towards such goals and objectives; ● oversee the integration of policies regarding ESG matters into the company's business operations; ● oversee the company's reporting standards in relation to ESG matters; review proposed disclosures or statements to be made on key ESG matters; and shape communications with employees, investors and other stakeholders regarding ESG matters. (1) Represents (i) 1,668,996,860 ordinary shares held by Luckview Group Limited, a limited company incorporated in the British Virgin Islands wholly owned by Geely Auto, a Cayman Islands incorporated company with limited liability and listed on the Stock Exchange of Hong Kong under stock code $^ { 6 6 } 0 1 7 5$, over which Shufu Li exercises control power, (ii) 222,000,000 ordinary shares held by GHGK Innovation Limited, a British Virgin Islands company with limited liability wholly owned by Ningbo Jikong Jiju Enterprise Management Partnership (Limited Partnership), a PRC limited partnership whose general partner is Ningbo Jikong Enterprise Management Co., Ltd., a PRC-incorporated limited company in which Shufu Li owns 99.9% equity interest, and (iii) 60,000,000 ordinary shares held by GAGK Innovation Limited, a British Virgin Islands company with limited liability and wholly owned by Ningbo Jiqi Jichuang Enterprise Management Partnership (Limited Partnership), a PRC limited partnership whose general partner is Ningbo Jikong Enterprise Management Co., Ltd. Shufu Li disclaims beneficial ownership to the ordinary shares held by Luckview Group Limited, GHGK Innovation Limited, and GAGK Innovation Limited except to the extent of his pecuniary interest in such ordinary shares. (2) Represents 68,000,000 ordinary shares held by ACH Technology Holding Limited, a British Virgin Islands company with limited liability wholly owned by Conghui An. The business address of ACH Technology Holding Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. (3) Represents 1,668,996,860 ordinary shares directly held by Luckview Group Limited, as disclosed in footnote (1) above. The business address of Luckview Group Limited is P.O. Box 3152, Road Town, Tortola, British Virgin Islands. (4) Represents 222,000,000 ordinary shares directly held by GHGK Innovation Limited, as disclosed in footnote (1) above. The business address of GHGK Innovation Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. As of February 28, 2025, a total of 492,102,027 ordinary shares are held by two record holders in the United States, representing 19.0% of the outstanding ordinary shares. The company is not aware of any arrangement that may, at a subsequent date, result in a change of control of the company. 6.F. Disclosure of the company's Action to Recover Erroneously Awarded Compensation None. is not required to open its register of members for inspection; the company does not have to hold an annual general meeting; the company is prohibited from making any invitation to the public in the Cayman Islands to subscribe for any of its securities; the company may issue negotiable or bearer shares or shares with no par value; the company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 or 30 years in the first instance); the company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; ● the company may register as a limited duration company; and the company may register as a segregated portfolio company. “Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). a person that acquired American Depositary Shares (ADSs) or ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; or  
a person that holds American Depositary Shares (ADSs) or ordinary shares in connection with a trade or business outside the United States. If company is a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) that owns American Depositary Shares (ADSs) or ordinary shares, the U.S. federal income tax treatment of company's partners will generally depend on their status and company's activities. If company is a partnership that owns ADSs or ordinary shares, company should consult company's tax adviser as to the particular U.S. federal income tax consequences to company and company's partners of owning and disposing of the ADSs or ordinary shares. This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between the United States and the People's Republic of China (PRC), or the Treaty, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. This discussion assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms. For purposes of this discussion, you are a “U.S. Holder” if you are, for U.S. federal income tax purposes, a beneficial owner of the American Depositary Shares (ADSs) or ordinary shares and: a citizen or individual resident of the United States;  
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or  
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. In general, if you own the American Depositary Shares (ADSs), you will be treated as the owner of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if you exchange your American Depositary Shares (ADSs) for the underlying ordinary shares represented by those American Depositary Shares (ADSs). This discussion does not address the effects of any state, local, or non-U.S. tax laws, or any U.S. federal taxes other than income taxes (such as U.S. federal estate or gift tax consequences). Shareholders should consult their tax adviser concerning the U.S. federal, state, local, and non-U.S. tax consequences of owning and disposing of the American Depositary Shares (ADSs) or ordinary shares in their particular circumstances. Additionally, Geely Holding is a controlling shareholder of Geely Auto and company Intelligent Technology is dependent on Geely Holding for the continued use of SEA and the manufacturing of its battery electric vehicles (BEVs), which are both critical to its business. The relationship between company Intelligent Technology and Geely Group may subject company Intelligent Technology to various risks. In particular, potential conflicts of interest may arise between Geely Group and company Intelligent Technology in a number of areas, such as disputes around the manufacturing of company Intelligent Technology's battery electric vehicles (BEVs). company Intelligent Technology may choose not to bring a legal claim against Geely Group in the event of contractual breaches in consideration of the close relationship with Geely Group, notwithstanding company Intelligent Technology's contractual rights under the relevant agreements. company Intelligent Technology has also historically provided batteries and other components and research and development services to Geely Group. To the extent company Intelligent Technology cannot maintain cooperative relationships with Geely Group at reasonable terms, or at all, company Intelligent Technology will need to source other business partners to obtain the relevant services and other customers for its products and services. Finally, Geely Group may offer products or services that directly compete with those of company Intelligent Technology. company Intelligent Technology's inability to maintain a cooperative relationship with Geely Group could adversely affect its business. relationship with Geely Group or if Geely Group does not maintain its cooperation framework agreements with company Intelligent Technology, or if Geely Group competes directly with company Intelligent Technology, company Intelligent Technology's business, growth, and prospects could be materially and adversely affected. You should carefully consider all of the information in this prospectus before making an investment in the American Depositary Shares (ADSs), especially the risks and uncertainties discussed under “Risk Factors,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Please find below a summary of the principal risks and uncertainties company Intelligent Technology faces, organized under relevant headings. These risks are discussed more fully in “Risk Factors.” Geely Auto may from time to time make strategic decisions that it believes are in the best interests of its business as a whole. These decisions may be different from the decisions that company Intelligent Technology would have made on its own. Geely Auto’s decisions with respect to company Intelligent Technology or its business, including any related party transactions between Geely Auto and company Intelligent Technology, may be resolved in ways that favor Geely Auto and therefore Geely Auto’s own shareholders, which may not coincide with the interests of company Intelligent Technology and its other shareholders. Additionally, Geely Holding is a controlling shareholder of Geely Auto and company Intelligent Technology is dependent on Geely Holding for the continued use of SEA and the manufacturing of its BEVs, which are both critical to company Intelligent Technology's business. company Intelligent Technology's relationship with Geely Group may subject company Intelligent Technology to various risks. In particular, potential conflicts of interest may arise between Geely Group and company Intelligent Technology in a number of areas, such as disputes around the manufacturing of company Intelligent Technology's battery electric vehicles (BEVs). company Intelligent Technology may choose not to bring a legal claim against Geely Group in the event of contractual breaches in consideration of company Intelligent Technology's close relationship with Geely Group, notwithstanding company Intelligent Technology's contractual rights under the relevant agreements. company Intelligent Technology has also historically provided batteries and other components and research and development services to Geely Group. Any such action, once taken by the Chinese government, could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. The company also faces risks associated with the HFCAA. Trading in the company's securities on U.S. markets may be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely the company's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including the company's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, the company does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of the company's, and the company's auditor’s, control, including positions taken by authorities of the PRC and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of the company's securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and the company continues to use such accounting firm to conduct audit work, the company would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if the company were so identified for two consecutive years, trading in the company's securities on U.S. markets would be prohibited. Geely Auto has been the company's controlling shareholder since its incorporation in 2021, and will continue to control the company upon the completion of this offering. As a “controlled company,” the company is permitted to elect not to comply with certain corporate governance requirements. If the company relies on these exemptions, investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Furthermore, although the company will become a stand-alone public company, the company expects to operate, for as long as Geely Auto is its controlling shareholder, as a subsidiary of Geely Auto. To the extent company Intelligent Technology cannot maintain cooperative relationships with Geely Group at reasonable terms, or at all, company Intelligent Technology will need to source other business partners to obtain the relevant services and other customers for company Intelligent Technology's products and services. Finally, Geely Group may offer products or services that directly compete with company Intelligent Technology's offerings. company Intelligent Technology's inability to maintain a cooperative relationship with Geely Group could adversely affect company Intelligent Technology's business. relationship with Geely Group or if Geely Group does not maintain its cooperation framework agreements with company Intelligent Technology, or if Geely Group competes directly with company Intelligent Technology, company Intelligent Technology's business, growth, and prospects could be materially and adversely affected. You should carefully consider all of the information in this prospectus before making an investment in the ADSs, especially the risks and uncertainties discussed under “Risk Factors,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Please find below a summary of the principal risks and uncertainties company Intelligent Technology faces, organized under relevant headings. These risks are discussed more fully in “Risk Factors.” Investing in the American Depositary Shares (ADSs) involves significant risks. Investors in the ADSs are not purchasing equity securities of the company's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. The company's Intelligent Technology is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. The company's Intelligent Technology controls these subsidiaries through Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology. This corporate structure involves unique risks to investors. The Chinese government exerts substantial influence over the conduct of the company's business and may intervene with or influence the company's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and the company cannot rule out the possibility that the government will in the future release regulations or policies regarding the automotive industry that could adversely affect the company's business, financial condition, and results of operations. Furthermore, the Chinese government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like the company. Any such action, once taken by the Chinese government, could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. The company's Intelligent Technology also faces risks associated with the HFCAA. Trading in the company's securities on U.S. markets may be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely the company's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including the company's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, the company does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of the company's, and the company's auditor’s, control, including positions taken by authorities of the PRC and the PCAOB. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of the company's securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and the company continues to use such accounting firm to conduct audit work, the company would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if the company were so identified for two consecutive years, trading in the company's securities on U.S. markets would be prohibited. Geely Auto has been the company's controlling shareholder since the company's incorporation in 2021, and will continue to control the company upon the completion of this offering. As a “controlled company,” the company is permitted to elect not to comply with certain corporate governance requirements. If the company relies on these exemptions, investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Furthermore, although the company will become a stand-alone public company, the company expects to operate, for as long as Geely Auto is the company's controlling shareholder, as a subsidiary of Geely Auto. Geely Auto may from time to time make strategic decisions that it believes are in the best interests of its business as a whole. These decisions may be different from the decisions that the company would have made on its own. Geely Auto’s decisions with respect to company or company's business, including any related party transactions between Geely Auto and company, may be resolved in ways that favor Geely Auto and therefore Geely Auto’s own shareholders, which may not coincide with the interests of company and company's other shareholders. Additionally, Geely Holding is a controlling shareholder of Geely Auto and company is dependent on Geely Holding for the continued use of SEA and the manufacturing of company's BEVs, which are both critical to company's business. The relationship between company and Geely Group may subject company to various risks. In particular, potential conflicts of interest may arise between Geely Group and company in a number of areas, such as disputes around the manufacturing of company's BEVs. company may choose not to bring a legal claim against Geely Group in the event of contractual breaches in consideration of company's close relationship with Geely Group, notwithstanding company's interests. contractual rights under the relevant agreements. company has also historically provided batteries and other components and research and development services to Geely Group. To the extent company cannot maintain its cooperative relationships with Geely Group at reasonable terms, or at all, company will need to source other business partners to obtain the relevant services and other customers for its products and services. Finally, Geely Group may offer products or services that directly compete with company's offerings. Any such action, once taken by the Chinese government, could significantly limit or completely hinder company Intelligent Technology's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. company Intelligent Technology also faces risks associated with the Holding Foreign Companies Accountable Act (HFCAA). Trading in company Intelligent Technology's securities on U.S. markets may be prohibited under the HFCAA if the Public Company Accounting Oversight Board (PCAOB) determines that it is unable to inspect or investigate completely company Intelligent Technology's auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the Securities and Exchange Commission (SEC) of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including company Intelligent Technology's auditor. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determination accordingly. As a result, company Intelligent Technology does not expect to be identified as a “Commission-Identified Issuer” under the HFCAA. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of the company's, and its auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections in early 2023 and beyond. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of the company's securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and the company continues to use such accounting firm to conduct audit work, the company would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if the company were so identified for two consecutive years, trading in its securities on U.S. markets would be prohibited. Geely Auto has been company Intelligent Technology's controlling shareholder since its incorporation in 2021, and will continue to control company Intelligent Technology upon the completion of this offering. As a “controlled company,” company Intelligent Technology is permitted to elect not to comply with certain corporate governance requirements. If company Intelligent Technology relies on these exemptions, investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Furthermore, although company Intelligent Technology will become a stand-alone public company, it expects to operate, for as long as Geely Auto is its controlling shareholder, as a subsidiary of Geely Auto. Geely Auto may from time to time make strategic decisions that it believes are in the best interests of its business as a whole. These decisions may be different from the decisions that company Intelligent Technology would have made on its own. Geely Auto’s decisions with respect to company Intelligent Technology or its business, including any related party transactions between Geely Auto and company Intelligent Technology, may be resolved in ways that favor Geely Auto and therefore Geely Auto’s own shareholders, which may not coincide with the interests of company Intelligent Technology and its other shareholders. Additionally, Geely Holding is a controlling shareholder of Geely Auto and company Intelligent Technology is dependent on Geely Holding for the continued use of SEA and the manufacturing of its battery electric vehicles (BEVs), which are both critical to company Intelligent Technology's business. The relationship between company Intelligent Technology and Geely Group may subject company Intelligent Technology to various risks. In particular, potential conflicts of interest may arise between Geely Group and company Intelligent Technology in a number of areas, such as disputes around the manufacturing of company Intelligent Technology's battery electric vehicles (BEVs). company Intelligent Technology may choose not to bring a legal claim against Geely Group in the event of contractual breaches in consideration of the close relationship with Geely Group, notwithstanding company Intelligent Technology's contractual rights under the relevant agreements. company Intelligent Technology has also historically provided batteries and other components and research and development services to Geely Group. To the extent company Intelligent Technology cannot maintain cooperative relationships with Geely Group at reasonable terms, or at all, company Intelligent Technology will need to source other business partners to obtain the relevant services and other customers for its products and services. Finally, Geely Group may offer products or services that directly compete with those of company Intelligent Technology. The inability to maintain a cooperative relationship with Geely Group or if Geely Group does not maintain its cooperation framework agreement with company Intelligent Technology, or if Geely Group competes directly with company Intelligent Technology, company Intelligent Technology's business, growth, and prospects could be materially and adversely affected. You should carefully consider all of the information in this prospectus before making an investment in the American Depositary Shares (ADSs), especially the risks and uncertainties discussed under “Risk Factors,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Please find below a summary of the principal risks and uncertainties the company Intelligent Technology faces, organized under relevant headings. These risks are discussed more fully in “Risk Factors.” • The company has no experience operating as a stand-alone public company. For details, see page 49 of this prospectus.  
• The company may have conflicts of interest with Geely Auto and, because of Geely Auto’s controlling ownership interest in the company, the company may not be able to resolve such conflicts on terms favorable to the company. For details, see page 50 of this prospectus.  
• The company's business may be adversely affected if the collaboration with Geely Group is terminated or curtailed, or if the company is no longer able to benefit from the synergies of the business cooperation, or if the company competes directly with Geely Group. For details, see page 50 of this prospectus.  
• If the company loses the right to use “ZEEKR” or other trademarks that are material to the company, the business, results of operations, and financial condition would be materially and adversely affected. For details, see page 51 of this prospectus.  
• Geely Auto will control the outcome of shareholder actions in the company. For details, see page 51 of this prospectus. • The company's battery electric vehicle (BEV) business has a limited operating history and faces significant challenges as a new entrant into the automotive industry. For details, see page 21 of this prospectus. • If the company cannot achieve and sustain profitability, its business, financial condition, and operating results may be adversely affected. For details, see page 22 of this prospectus. • The company's research and development efforts may not yield expected results. For details, see page 22 of this prospectus. • The company's BEVs, including software systems, may contain defects and fail to offer a good mobility experience to meet customer expectations, and its business, results of operations, and reputation would be materially and adversely affected. For details, see page 23 of this prospectus. • China’s BEV market is highly competitive, and demand for BEVs may be cyclical and volatile. For details, see page 23 of this prospectus. • The company is dependent on its suppliers, some of which are single-source suppliers. Suppliers may fail to deliver necessary components of the company's BEVs according to its schedule and at prices, quality levels, and volumes acceptable to the company. For details, see page 25 of this prospectus. • A severe or prolonged downturn in the People's Republic of China (PRC) or global economy could materially and adversely affect the company's business, results of operations, and financial condition. For details, see page 26 of this prospectus. • The company's business and prospects depend significantly on its ability to build the brand. The company may not succeed in continuing to maintain and strengthen the company brand, and the brand and reputation could be harmed by negative publicity and customer complaints regarding the company, its products, or services. For details, see page 28 of this prospectus. • Any dysfunction or outdated developments in the Southeast Asia (SEA) region may negatively affect the production of the company's BEVs. For details, see page 29 of this prospectus. • Any problems or delays in ramping and maintaining operations of the company Factory, the Chengdu Factory, or the Meishan Factory could negatively affect the production of the company's BEVs. For details, see page 29 of this prospectus. Investing in the American Depositary Shares (ADSs) involves significant risks. Investors in the ADSs are not purchasing equity securities of the company's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. The company is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. The company controls these subsidiaries through Zhejiang company, which in turn is wholly owned by its Hong Kong subsidiary, company Technology. This structure involves unique risks to investors. The Chinese government exerts substantial influence over the conduct of the company's business and may intervene with or influence the company's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and the company cannot rule out the possibility that the government will in the future release regulations or policies regarding the automotive industry that could adversely affect the company's business, financial condition, and results of operations. Furthermore, the Chinese government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like the company. Any such action, once taken by the Chinese government, could significantly limit or completely hinder company Intelligent Technology's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. Geely Auto has been company Intelligent Technology's controlling shareholder since its incorporation in 2021, and will continue to control company Intelligent Technology upon the completion of this offering. As a “controlled company,” company Intelligent Technology is permitted to elect not to comply with certain corporate governance requirements. If company Intelligent Technology relies on these exemptions, investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Furthermore, although company Intelligent Technology will become a stand-alone public company, it expects to operate, for as long as Geely Auto is its controlling shareholder, as a subsidiary of Geely Auto. Geely Auto may from time to time make strategic decisions that it believes are in the best interests of its business as a whole. These decisions may be different from the decisions that company Intelligent Technology would have made on its own. Geely Auto’s decisions with respect to company Intelligent Technology or its business, including any related party transactions between Geely Auto and company Intelligent Technology, may be resolved in ways that favor Geely Auto and therefore Geely Auto’s own shareholders, which may not coincide with the interests of company Intelligent Technology and its other shareholders. Additionally, Geely Holding is a controlling shareholder of Geely Auto and the company Intelligent Technology is dependent on Geely Holding for the continued use of SEA and the manufacturing of its BEVs, which are both critical to its business. The company Intelligent Technology's relationship with Geely Group may subject the company Intelligent Technology to various risks. In particular, potential conflicts of interest may arise between Geely Group and the company Intelligent Technology in a number of areas, such as disputes around the manufacturing of the company Intelligent Technology's BEVs. The company Intelligent Technology may choose not to bring a legal claim against Geely Group in the event of contractual breaches in consideration of the company Intelligent Technology's close relationship with Geely Group, notwithstanding the company Intelligent Technology's rights. contractual rights under the relevant agreements. The company Intelligent Technology has also historically provided batteries and other components and research and development services to Geely Group. To the extent the company Intelligent Technology cannot maintain its cooperative relationships with Geely Group at reasonable terms, or at all, the company Intelligent Technology will need to source other business partners to obtain the relevant services and other customers for its products and services. Finally, Geely Group may offer products or services that directly compete with those of the company Intelligent Technology. The inability of company Intelligent Technology to maintain a cooperative relationship with Geely Group or if Geely Group does not maintain its cooperation framework agreements with company Intelligent Technology, or if Geely Group competes directly with company Intelligent Technology, company Intelligent Technology's business, growth, and prospects could be materially and adversely affected. You should carefully consider all of the information in this prospectus before making an investment in the ADSs, especially the risks and uncertainties discussed under “Risk Factors,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Please find below a summary of the principal risks and uncertainties company Intelligent Technology faces, organized under relevant headings. These risks are discussed more fully in “Risk Factors.” Investing in the American Depositary Shares (ADSs) involves significant risks. Investors in the ADSs are not purchasing equity securities of the company's subsidiaries that have substantive business operations, but instead are purchasing equity securities of a Cayman Islands holding company. The company's Intelligent Technology is a Cayman Islands holding company that conducts its business operations primarily through a series of subsidiaries in China. The company's Intelligent Technology controls these subsidiaries through Zhejiang ZEEKR, which in turn is wholly owned by its Hong Kong subsidiary, the company's Technology. This structure involves unique risks to investors. Additionally, the company's Intelligent Technology faces various legal and operational risks and uncertainties as a company based in and primarily operating in China. Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on the company's Intelligent Technology's business and operations. The company's Intelligent Technology could be adversely affected by uncertainties with respect to the Chinese legal system. Rules and regulations in China can change quickly with little advance notice. In addition, the interpretation and enforcement of Chinese laws and regulations can be unpredictable. Regulations involve additional uncertainties. Since administrative and court authorities in China have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection the company's Intelligent Technology enjoys. The Chinese government exerts substantial influence over the conduct of company Intelligent Technology's business and may intervene with or influence company Intelligent Technology's operations as the government deems appropriate to further regulatory, political, and societal goals. The Chinese government has recently published new policies that significantly affected certain industries, and company Intelligent Technology cannot rule out the possibility that the government will in the future release regulations or policies regarding company Intelligent Technology's industry that could adversely affect company Intelligent Technology's business, financial condition, and results of operations. Furthermore, the Chinese government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like company Intelligent Technology. Any such action, once taken by the Chinese government, could significantly limit or completely hinder company Intelligent Technology's ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. Geely Auto has been company's controlling shareholder since company's incorporation in 2021, and will continue to control company upon the completion of this offering. As a “controlled company,” company is permitted to elect not to comply with certain corporate governance requirements. If company relies on these exemptions, investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Furthermore, although the company will become a stand-alone public company, the company expects to operate, for as long as Geely Auto is the company's controlling shareholder, as a subsidiary of Geely Auto. Geely Auto may from time to time make strategic decisions that Geely Auto believes are in the best interests of Geely Auto's business as a whole. These decisions may be different from the decisions that the company would have made on its own. Geely Auto’s decisions with respect to the company or the company's business, including any related party transactions between Geely Auto and the company, may be resolved in ways that favor Geely Auto and therefore Geely Auto’s own shareholders, which may not coincide with the interests of the company and the company's other shareholders. Additionally, Geely Holding is a controlling shareholder of Geely Auto and the company is dependent on Geely Holding for the continued use of SEA and the manufacturing of the company's BEVs, which are both critical to the company's business. The relationship between the company and Geely Group may subject the company to various risks. In particular, potential conflicts of interest may arise between Geely Group and the company in a number of areas, such as disputes around the manufacturing of the company's BEVs. The company may choose not to bring a legal claim against Geely Group in the event of contractual breaches in consideration of the company's close relationship with Geely Group, notwithstanding the company's contractual rights under the relevant agreements. The company has also historically provided batteries and other components, components and research and development services to Geely Group. To the extent the company cannot maintain its cooperative relationships with Geely Group at reasonable terms, or at all, the company will need to source other business partners to obtain the relevant services and other customers for the company's products and services. Finally, Geely Group may offer products or services that directly compete with the company's offerings. The company's inability to maintain a cooperative relationship with Geely Group or if Geely Group does not maintain its cooperation framework agreements with the company, or if Geely Group competes directly with the company, the company's business, growth, and prospects could be materially and adversely affected. You should carefully consider all of the information in this prospectus before making an investment in the ADSs, especially the risks and uncertainties discussed under “Risk Factors,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Please find below a summary of the principal risks and uncertainties the company faces, organized under relevant headings. These risks are discussed more fully in “Risk Factors.” • The company has no experience operating as a stand-alone public company. For details, see page 52 of this prospectus.  
• The company may have conflicts of interest with Geely Auto and, because of Geely Auto’s controlling ownership interest in the company, the company may not be able to resolve such conflicts on terms favorable to the company. For details, see page 52 of this prospectus.  
• The company's business may be adversely affected if the collaboration with Geely Group is terminated or curtailed, or if the company is no longer able to benefit from the synergies of the business cooperation, or if the company competes directly with Geely Group. For details, see page 53 of this prospectus.  
• If the company loses the right to use certain trademarks that are material to the company, the company's business, results of operations, and financial condition would be materially and adversely affected. For details, see page 54 of this prospectus.  
• Geely Auto will control the outcome of shareholder actions in the company. For details, see page 54 of this prospectus. Below please find a summary of the principal risks the company faces, organized under relevant headings. Unless otherwise indicated, all the legal and operational risks associated with being based in and having operations in the People's Republic of China also apply to operations in Hong Kong. Company Intelligent Technology faces various legal and operational risks and uncertainties associated with being based in or having the majority of its operations in China and the complex and evolving laws and regulations in China. For example, Company Intelligent Technology faces risks associated with regulatory approvals on offerings conducted overseas by and foreign investment in China-based issuers, anti-monopoly regulatory actions, oversight on cybersecurity, data privacy, and personal information. These risks could result in a material adverse change in Company Intelligent Technology's operations and the value of the American Depositary Shares (ADSs) of Company Intelligent Technology, significantly limit or completely hinder Company Intelligent Technology’s ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or be of little or no value. For a detailed description of risks related to doing business in mainland China, please refer to risks disclosed under “Item 3. Key Information—3.D. Risk Factors—Risks Related to Doing Business in China.” As of the date of this annual report, Company Intelligent Technology has not previously declared or paid any cash dividend or dividend in kind, and has no plan to declare or pay any dividends in the near future on its ordinary shares or the American Depositary Shares (ADSs). Save for the dividends made by Company Shanghai and Company Tech EU before Company Intelligent Technology acquired them, none of Company Intelligent Technology's subsidiaries have issued any dividends or distributions to their respective holding companies or any investors as of the date of this annual report. Cash that is restricted as to withdrawal or for use or pledged as security is reported separately on the face of the consolidated balance sheets, and is included in the total cash, cash equivalents, and restricted cash in the consolidated statements of cash flows. The company's restricted cash mainly represents security deposits held in designated bank accounts for issuance of bank acceptance. The company's operations are mainly conducted in the People's Republic of China (PRC), and are governed by PRC laws, rules, and regulations. The PRC government exerts substantial influence over the manner in which the company conducts its business, and may intervene in or influence the company's operations at any time. The PRC government has recently published new policies that substantially affected certain industries. The company cannot rule out the possibility that the PRC government will in the future release regulations or policies that directly or indirectly affect the company's industry or require the company to seek additional permission to continue its operations, which could result in a material adverse change in the company's operation and/or the value of the American Depositary Shares (ADSs). Therefore, investors in the company and its business face potential uncertainty from actions taken by the PRC government affecting the company's business. The Chinese government has exerted more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Such actions could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors and cause the value of the American Depositary Shares (ADSs) to significantly decline or be worthless. For more details, see “Item 3. Key Information—3.D. Risk Factors—Risks Related to Doing Business in China—The approval or record filing of the CSRC, or other PRC government authorities may be required in connection with the company's future offerings and capital raising activities under the PRC laws.”