What is the consideration for the transfer of Subsidiary C shares to Counterparty A?
By: /s/ Person A  
Name: Person A  
Title: Director and Chief Financial Officer THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT Company COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. Counterparty A Subsidiary A SHARE SALE AND TRANSFER AGREEMENT relating to the sale and transfer of shares in Subsidiary C THIS SHARE SALE AND TRANSFER AGREEMENT (the “Agreement”) is made on September 27, 2024 (the “Signing Date”) Subsidiary A (the “Subsidiary A”), a wholly-owned subsidiary of Company, recently entered into a share sale and transfer agreement (the “Share Transfer Agreement”) with Counterparty A (“Counterparty A”), pursuant to which Subsidiary A agrees to sell, and Counterparty A agrees to purchase, 800,000 shares in Subsidiary C (“Subsidiary C”), a company incorporated in Germany and a wholly-owned subsidiary of Subsidiary A, for an aggregate principal amount of EUR 10,880,000 (the “Transaction”). The Transaction closed simultaneously with the signing of the Share Transfer Agreement. Upon completion of the Transaction, Counterparty A beneficially owns 80% of Subsidiary C’s share capital. A copy of the Share Transfer Agreement is included in this current report on Form 6-K as Exhibit 10.1, and the foregoing description of the Share Transfer Agreement is qualified in its entirety by reference thereto. Share Sale and Transfer Agreement, dated September 27, 2024, by and between Subsidiary A and Counterparty A.
Under the terms of the agreement, Company received a non-exclusive, perpetual, irrevocable, and non-sublicensable license for the electric automotive chassis and autonomous driving technology platform (the “Counterparty A License”) with consideration of US\$288,948. The Counterparty A License is contractually restricted to be used in certain R&D projects of Company. Company concludes that the Counterparty A License has no alternative future use; therefore, the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021. (vii) In November 2021, Company obtained the trademark licenses (Note 7) from Company C, a related party controlled by Counterparty A Holding, by issuing Company’s 47,995,443 ordinary shares to Subsidiary D, a related party controlled by Counterparty A Holding. (viii) On December 2, 2021, Company, through its subsidiary, Subsidiary A, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary C from a related party, Counterparty A, at the consideration of US\$15,512, which was settled in June 2022. On January 31, 2023, Company issued put options to each of Counterparty A and Counterparty B at nil consideration. Pursuant to the put option agreements, each of Counterparty A and Counterparty B will have an option to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Subsidiary C, the immediate parent of Subsidiary D, during the period from April 1, 2025, to June 30, 2025, at a pre-agreed price, i.e., 1.15 multiplied by the revenue of Subsidiary D for the year ending December 31, 2024, plus the cash and cash equivalents of Subsidiary D as of December 31, 2024, and minus the outstanding amount of indebtedness of Subsidiary D as of December 31, 2024 (the “exercise price”), if the total number of vehicles sold by Subsidiary D in 2024 exceeds 5,000 (the “exercise condition”). Counterparty A and Counterparty B are entitled to exercise the put option on an individual standalone basis. If Counterparty A or Counterparty B exercises the put option, Counterparty A or Counterparty B shall put all its equity interests in Subsidiary C to Company. The exercise price will be settled with Company’s newly issued ordinary shares. Company believes that its close relationship with Counterparty A provides the company with a unique competitive advantage in its ability to rapidly scale commercialization while maintaining an asset-light operating model with less upfront capital expenditure commitment than other original equipment manufacturers (OEMs). Company has entered into a variety of agreements, including agreements related to technology licensing, manufacturing cooperation, and supply of framework, among others, with Counterparty A. This strategic partnership with Counterparty A allows Company to effectively control supply chain-related risks and accelerate product development. The put options issued by Company are accounted for as liabilities in the scope of ASC Topic 480, Distinguishing Liabilities from Equity, which are measured at fair value with changes recognized in profit or loss. The fair values of the Subsidiary D put option liabilities as of June 30, 2024, and December 31, 2023, are estimated using the scenario-weighted average method with a binomial model, with the following assumptions: Waiving compliance with all requirements as to form and notice under law and the Articles of Association, in particular with regard to the convening and holding of the shareholders’ meeting, Counterparty A, as the sole shareholder of Subsidiary A, hereby holds a shareholders’ meeting of Subsidiary A and hereby resolves unanimously with all votes as follows: The Articles of Association of Subsidiary A are amended and entirely restated as set forth in Schedule 5. No further resolutions are adopted. The shareholders' meeting of Subsidiary A is hereby closed. Irrespective of the date on which the Articles of Association have been resolved and will be entered into the commercial register of the competent local court, the Parties agree that the Articles of Association shall be agreed upon and deemed to be binding with legal effect as of Completion. From that point onward, the Parties shall exercise their shareholders’ rights in Subsidiary A in accordance with the Articles of Association and the Joint Venture Agreement. Under the terms of the agreement, Company received a non-exclusive, perpetual, irrevocable, and non-sublicensable license for the electric automotive chassis and autonomous driving technology platform, referred to as the “Counterparty A License,” with a consideration of US$288.9 million. The Counterparty A License is contractually restricted to be used in certain of Company's R&D projects. Company concludes that the Counterparty A License has no alternative future use; therefore, the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021. In November 2021, Company obtained the trademark licenses from Company C, a related party controlled by Counterparty A Holding, by issuing 47,995,443 ordinary shares to Subsidiary D, a related party controlled by Counterparty A Holding. On December 2, 2021, Subsidiary A, a subsidiary of Company, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary C from a related party, Counterparty A, at a consideration of US$15.5 million, which was settled in June 2022. [Table Level]  
- Table Title: Accounts Receivable Proportion  
- Table Summary: The table illustrates the proportion of the total accounts receivable balance attributed to Counterparty A Group for the years ending December 31, 2023, and 2022. It highlights the significant percentage change between these two years.  
- Context: The Group's accounts receivables from Counterparty A Group represent a significant portion of the total, with values of 97.57% and 96.24% for the years ending 2023 and 2022, respectively. This table identifies another entity with a noteworthy proportion of over 10% of the total balance.  
- Special Notes: Values are expressed in percentages and indicate the portion of the total accounts receivable.  

[Row Level]  
Row 1: As of December 31, 2023, the proportion of the total accounts receivable balance attributed to Counterparty A Group was 22.09%, while as of December 31, 2022, it was significantly higher at 95.00%. On November 11, 2021, Company issued 95,990,886 ordinary shares to Subsidiary A, which is ultimately 100% owned by Counterparty A. Through a series of reorganization steps (the “Reorganization”), including transferring the assets and employees in the Company BEV business unit of Ningbo Counterparty A R&D into Subsidiary B and transferring the equity of Subsidiary B to the Wholly Foreign-Owned Enterprise (WFOE), Company gained control over the WFOE through Subsidiary C on December 15, 2021. The equity interests of Subsidiary D and Subsidiary E were also transferred to the Group on December 29, 2021, and June 24, 2022, respectively. On November 4, 2021, Company entered into trademark license agreements with a related party, Subsidiary F, a wholly owned subsidiary of Subsidiary G, which is ultimately controlled by Person A. Pursuant to this agreement, Company received the “Company” trademark licenses for as long as Company conducts business in relation to lifestyle vehicles (excluding sports cars). Company issued 47,995,443 ordinary shares as consideration for such trademark licenses. The above Reorganization was completed on June 24, 2022. Company believes that its close relationship with Counterparty A provides the company with a unique competitive advantage in its ability to rapidly scale commercialization while maintaining an asset-light operating model with less upfront capital expenditure commitment than other original equipment manufacturers (OEMs). Company has entered into a variety of agreements, including agreements related to technology licensing, manufacturing cooperation, and supply of framework, among others, with Counterparty A. The strategic partnership with Counterparty A allows Company to effectively control supply chain-related risks and accelerate product development. Company's ability to successfully operate its Global Commercial Platform will affect its ability to increase revenues. Company has taken steps to diversify its revenue sources, for example, by entering into the Distribution Agreement with Subsidiary A, pursuant to which Company is the exclusive global distributor (excluding the U.S., where Company International Limited will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary A to distribute Subsidiary A vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Company. [Table Level]  
- Table Title: Assumptions for Fair Value Estimation of Subsidiary D Put Option Liabilities  
- Table Summary: This table presents the key assumptions used to estimate the fair value of Subsidiary D put option liabilities as of two different dates: June 30, 2024, and December 31, 2023. It includes the risk-free interest rate, expected volatility, expected dividend yield, remaining term, probability of exercise condition, and fair value of the underlying ordinary share of Company International Limited (Subsidiary D).  
- Context: The table is part of the financial notes detailing how put options issued to Counterparty A and Counterparty B are accounted for as liabilities, measured at fair value, affecting the Company's financial statements.  
- Special Notes: Values are presented with appropriate units and percentages, capturing financial assumptions on two specific dates.  

[Row Level]  
Row 1: As of June 30, 2024, the risk-free interest rate is 4.69%, whereas it was slightly higher at 4.87% as of December 31, 2023.  

Row 2: Expected volatility decreased to 23.80% by June 30, 2024, compared to 26.33% on December 31, 2023.  

Row 3: The expected dividend yield remained at 0.00% for both June 30, 2024, and December 31, 2023.  

Row 4: The remaining term was 1 year as of June 30, 2024, whereas it was 1.5 years as of December 31, 2023.  

Row 5: The probability of exercise condition is consistent at 50.00% on both important financial dates.  

Row 6: The fair value of the underlying ordinary share of Company International Limited dropped to US$0.44 by June 30, 2024, from US$0.81 as of December 31, 2023. [Table Level]  
- Table Title: Shareholder Distribution and Capital Allocation  
- Table Summary: This table outlines the distribution of ordinary shares among shareholders and their corresponding percentage of registered capital. Counterparty A and Subsidiary A are listed as the shareholders with specified share numbers and percentages.  
- Context: The table is related to an agreement concerning the transfer of shares between the Transferor and Transferee, including rights and conditions precedent. Following the table, the context involves resolutions in a shareholders' meeting regarding amendments to the Articles of Association.  
- Special Notes: The numbers of ordinary shares are identified by consecutive numbers, and the total capital is expressed in percentage terms.  

[Row Level]  
- Row 1: Counterparty A holds 800,000 ordinary shares, with consecutive numbers from 1 to 800,000, accounting for 80% of the registered capital.  
- Row 2: Subsidiary A holds 200,000 ordinary shares, with consecutive numbers from 800,001 to 1,000,000, representing 20% of the registered capital.  
- Row 3: The total number of ordinary shares is 1,000,000, comprising 100% of the registered capital. [Table Level]
- Table Title: Key Financial Assumptions for Put Option Valuation
- Table Summary: The table outlines the key financial assumptions used in the valuation of the put options as of December 31, 2023. It includes metrics such as interest rates, volatility, dividend yield, term, exercise probability, and the fair value of Subsidiary D shares.
- Context: Prior to the table, it was discussed that the put options are accounted for as liabilities and remeasured to fair value, with an initial recognition cost of US$9,376. Changes in fair value, including an increase of US$2,508 in 2023, were noted.
- Special Notes: Monetary values are noted in percentages and USD, and the date of valuation is December 31, 2023.

[Row Level]
Row 1: The risk-free interest rate used in the valuation is 4.87% as of December 31, 2023.
Row 2: Expected volatility for the valuation is set at 26.33%.
Row 3: The expected dividend yield is 0.00%, indicating no anticipated dividends.
Row 4: The remaining term for the valuation calculation is 1.5 years.
Row 5: The probability that the exercise condition will be met is estimated at 50.00%.
Row 6: The fair value of the underlying ordinary share of Subsidiary D is assessed at US$0.81. On January 31, 2023, Company issued put options to each of Counterparty A International (Hong Kong) Limited (“Counterparty A”) and Counterparty B at nil consideration. Pursuant to the put option agreements, each of Counterparty A and Counterparty B will have an option to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Company Advance Technologies Sdn Bhd, the immediate parent of Subsidiary D, during the period from April 1, 2025 to June 30, 2025, at a pre-agreed price, i.e. 1.15 multiplied by the revenue of Subsidiary D for the year ending December 31, 2024 plus the cash and cash equivalents of Subsidiary D as of December 31, 2024, and minus the outstanding amount of indebtedness of Subsidiary D as of December 31, 2024 (the “exercise price”), if the total number of vehicles sold by Subsidiary D in 2024 exceeds 5,000 (the “exercise condition”). Counterparty A and Counterparty B are entitled to exercise the put option on an individual standalone basis. If Counterparty A or Counterparty B exercises the put option, Counterparty A or Counterparty B shall put all its equity interests in Company Advance Technologies Sdn Bhd to Company. The exercise price will be settled with Company’s newly issued ordinary shares. [Table Level]
- Table Title: Exhibit Documents Summary
- Table Summary: This table lists various exhibits related to agreements, consents, and documents involving Company and associated parties. Each exhibit is referenced by its exhibit number accompanied by a brief description of its content and context within regulatory filings.
- Context: The table follows detailed descriptions of various agreements and related documents associated with Company as of late 2023. It precedes a section on undertakings related to registration statements.
- Special Notes: Some entries include special notations such as *, #, and †, which may indicate document type, confidentiality, or refer to additional notes.

[Row Level]
Row 1: Exhibit 10.36 describes a Convertible Note Purchase Agreement dated June 24, 2024, between Company and Counterparty A International (Hong Kong) Limited, referenced from Exhibit 10.1 in a Form 6-K filed on June 24, 2024.

Row 2: Exhibit 10.37 refers to the Form of Senior Convertible Note, incorporated by Exhibit 10.2 in a Form 6-K filed on June 24, 2024.

Row 3: Exhibit 10.38#† details a Securities Purchase Agreement dated September 16, 2024, between Company and Counterparty B, referenced from Exhibit 99.1 in a Form 6-K filed on September 16, 2024.

Row 4: Exhibit 10.39# mentions a Registration Rights Agreement dated September 16, 2024, between Company and Counterparty B, referenced from Exhibit 99.2 in a Form 6-K filed on September 16, 2024.

Row 5: Exhibit 21.1* lists the subsidiaries of Company.

Row 6: Exhibit 23.1* provides the consent of KPMG Huazhen LLP, the independent registered accounting firm for Company.

Row 7: Exhibit 23.2* includes the consent of Maples and Calder (Hong Kong) LLP, referenced in Exhibit 5.1.

Row 8: Exhibit 23.3* details the consent of Han Kun Law Offices.

Row 9: Exhibit 24.1* outlines the Power of Attorney, included in the signature page of the Registration Statement.

Row 10: Exhibit 99.1 describes the Code of Business Conduct and Ethics of Company, incorporated by reference from Exhibit 99.1 in a Form F-1 filed on May 3, 2024.

Row 11: Exhibit 101.INS* contains the Inline XBRL Instance Document.

Row 12: Exhibit 101.SCH* includes the Inline XBRL Taxonomy Extension Schema Document.

Row 13: Exhibit 101.CAL* provides the Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Row 14: Exhibit 101.DEF* details the Inline XBRL Taxonomy Extension Definition Linkbase Document.

Row 15: Exhibit 101.LAB* describes the Inline XBRL Taxonomy Extension Label Linkbase Document.

Row 16: Exhibit 101.PRE* includes the Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Row 17: Exhibit 104* mentions the Cover Page Interactive Data File embedded within the Inline XBRL document.

Row 18: Exhibit 107* refers to the Filing Fee Table. On August 9, 2021, Company was incorporated as an exempted company with limited liability in the Cayman Islands. Through a series of steps, including transferring the assets and employees in the Company BEV business unit of Ningbo Counterparty A R&D into Wuhan Subsidiary A and transferring the equity of Wuhan Subsidiary A to the wholly foreign-owned enterprise (WFOE), Company gained control over the WFOE through Subsidiary B on December 15, 2021. The equity interests of Subsidiary C and Subsidiary D were transferred to Company on December 29, 2021, and June 24, 2022, respectively. On November 4, 2021, Company entered into trademark license agreements with a related party, Subsidiary E, a wholly-owned subsidiary of Subsidiary F, pursuant to which Company received the “Company” trademark licenses as long as it conducts business related to lifestyle vehicles (excluding sports cars). Company issued 216,700,000 ordinary shares as consideration for such trademark. The above reorganization was completed on June 24, 2022. On February 22, 2024, these convertible notes were automatically converted into a total of 2,433,912 Ordinary Shares. In January 2023, Company issued put options to each of Counterparty A and Counterparty B at nil consideration. Pursuant to the put option agreements, each of Counterparty A and Counterparty B will have an option to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Company Advance Technologies Sdn Bhd, the immediate parent of Subsidiary D, between April 1, 2025 and June 30, 2025, at a pre-agreed price. The exercise price will be settled with Ordinary Shares. In November 2022, the former VIE’s subsidiary, Hangzhou Lightning Speed Technology Co., Ltd., or Lightning Speed, entered into an exchangeable note agreement with an investor. Pursuant to the agreement, Lightning Speed is entitled to issue exchangeable notes to obtain financing from the investor. Each tranche of the exchangeable notes is scheduled to mature on the five-year anniversary date of issuance. With the consent of the investor, each tranche of the exchangeable notes is eligible for two extensions, and each extension shall not exceed one year. On January 31, 2023, Company issued put options to each of Counterparty A International (Hong Kong) Limited (“Counterparty A”) and Counterparty B at nil consideration. Pursuant to the put option agreements, each of Counterparty A and Counterparty B will have an option to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Company Advance Technologies Sdn Bhd, the immediate parent of Subsidiary D, during the period from April 1, 2025, to June 30, 2025, at a pre-agreed price. Counterparty A and Counterparty B are entitled to exercise the put option on an individual standalone basis. If Counterparty A or Counterparty B exercises the put option, Counterparty A or Counterparty B shall put all its equity interests in Company Advance Technologies Sdn Bhd to Company. The exercise price will be settled with Company’s newly issued ordinary shares. The number of ordinary shares of Company to be issued to each of Counterparty A and Counterparty B shall be equal to the quotient of (a) the exercise price, divided by (b) the per share listing price, i.e., US$10 per share, of ordinary shares of Company. The exercise of the put options to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Subsidiary A may represent a significant financial obligation that could have a material adverse impact on Company's liquidity, results of operations, and financial condition. In addition, Company's future capital needs and other business reasons could require the company to issue additional equity or debt securities or obtain a credit facility. The issuance of additional equity or equity-linked securities could dilute Company's shareholders. The incurrence of indebtedness would result in an increase in debt service obligations and could result in operating and financing covenants that would restrict Company's operations or its ability to pay dividends to its shareholders. If Company's suppliers fail to use ethical business practices and comply with applicable laws and regulations, Company's brand image could be harmed due to negative publicity. Company's core values, which include developing high-quality electric vehicles while operating with integrity, are an important component of the company's brand image, making its reputation sensitive to allegations of unethical business practices. Company does not control its independent suppliers or their business practices. Investing in Company's securities entails a high degree of risk as more fully described under “Risk Factors.” Investors should carefully consider such risks before deciding to invest in Company's securities. ● Company's reliance on a variety of arrangements with Counterparty A, such as agreements related to research and development, procurement, manufacturing, engineering, and IT and human resource-related supporting services, could subject the company to risks. Company may not succeed in continuing to maintain and strengthen its brand, and its brand and reputation could be harmed by negative publicity with respect to the company, its directors, officers, employees, shareholders, peers, business partners, or the industry in general. [Table Level]  
- Table Title: Reconciliation of Warrant Liabilities  
- Table Summary: The table illustrates the movements in warrant liabilities for Company from December 31, 2023, to June 30, 2024. It highlights the issuance of new liabilities, conversion to ordinary shares, and changes in fair value, culminating in a closing balance at the mid-year mark.  
- Context: The table is part of a financial statement detailing put options issued to Counterparty A and Counterparty B, noting that these liabilities are measured at fair value. Subsequent commentary involves warrant terms and conditions for public and sponsor warrants.  
- Special Notes: All amounts are expressed in thousands of US dollars.  

[Row Level]  
Row 1: As of December 31, 2023, the balance of warrant liabilities was reported as zero US dollars.  
Row 2: The issuance of warrant liabilities contributed a total of 12,141 thousand US dollars.  
Row 3: During the period, there was a conversion to ordinary shares amounting to a negative 275 thousand US dollars.  
Row 4: The change in fair values of the warrant liabilities resulted in a reduction of 6,317 thousand US dollars.  
Row 5: The balance of warrant liabilities as of June 30, 2024, stood at 5,549 thousand US dollars. “Counterparty A” refers to Counterparty A International (Hong Kong) Limited, a private company incorporated under the laws of Hong Kong. “Counterparty A Holding” refers to Zhejiang Counterparty A Holding Group and its affiliates. “ICE” refers to Internal Combustion Engine; “IPO” refers to Company Capital Acquisition Agency’s initial public offering, which was consummated on March 15, 2021; “LCAA” refers to L Catterton Asia Acquisition Corp, a blank check company that was incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. “LCAA Articles” means L Catterton Asia Acquisition Corp’s second amended and restated memorandum and articles of association adopted by special resolution dated March 10, 2023, as may be amended from time to time; “LCAA Class A Ordinary Shares” or “LCAA Public Shares” refers to the Class A ordinary shares of L Catterton Asia Acquisition Corp, par value US$0.0001 per share; “LCAA Class B Conversion” means the automatic conversion of each LCAA Class B Ordinary Share into one LCAA Class A Ordinary Share immediately prior to the First Effective Time, in accordance with the terms of the LCAA Articles; These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A’s decades of experience investing in established automakers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A as part of its strategy. Collaboration with Counterparty A for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. [Table Level]
- Table Title: Significant Related Party Transactions for the Years Ended December 31, 2023, 2022, and 2021
- Table Summary: The table provides a detailed account of transactions between the Group and its related parties over the three years ending December 31, 2023, 2022, and 2021. It includes various transaction types such as provision of services, sales of goods, and acquisition of licenses along with respective monetary values.
- Context: Prior to the table, it is noted that the Group engages in significant related party transactions involving entities controlled or influenced by its controlling shareholder. Post-table notes indicate that outstanding balances from these transactions are summarized separately.
- Special Notes: All amounts are in thousands of US dollars. Footnotes from (i) to (ix) provide additional details about specific transaction types.

[Row Level]
Row 1: In 2023, the Group provided services to related parties amounting to \$12,573, an increase from \$8,344 in 2022 and \$3,280 in 2021.

Row 2: Sales of goods to related parties were \$3,432 in 2023, sharply increasing from \$23 in 2022 and zero in 2021.

Row 3: Payments made on behalf of related parties were \$4,022 in 2023, up from \$244 in 2022, with no such payments noted in 2021.

Row 4: Cash receipts by related parties on behalf of the Group amounted to \$3,695 in 2023, with no records for 2022 and 2021.

Row 5: Loans extended to related parties amounted to \$1,227 in 2023 and \$2,310 in 2022, with none in 2021.

Row 6: Interest income from loans to related parties was \$122 in 2023, compared to \$24 in 2022, and zero in 2021.

Row 7: Purchases of products and services from related parties significantly increased to \$852,623 in 2023 from \$44,347 in 2022 and \$14,259 in 2021.

Row 8: Purchases for research and development activities were \$134,721 in 2023, slightly down from \$167,012 in 2022 but up from \$47,442 in 2021.

Row 9: The Group spent \$11,223 on equipment and software in 2023, compared to \$42,798 in 2022 and \$6,255 in 2021.

Row 10: Related parties paid \$14,514 on behalf of the Group in 2023, increasing from \$2,952 in 2022, with no such payments in 2021.

Row 11: Short-term lease costs were \$765 in 2023, up from \$347 in 2022 and \$243 in 2021.

Row 12: Deposits from related party suppliers totaled \$251 in 2023, with \$1,584 received in 2022 and none in 2021.

Row 13: Acquisition of distribution rights was valued at \$22,296 in 2023, with no comparable transactions in previous years.

Row 14: There were no interest expenses on borrowings for 2023, while 2022 incurred \$90 and \$220 in 2021.

Row 15: Borrowing repayments in 2022 were \$10,573, with no repayments recorded for 2023 or 2021.

Row 16: Right-of-use asset acquisitions were \$12,166 in 2023, compared to \$214 in 2022 and \$1,333 in 2021.

Row 17: Lease liability payments decreased to \$269 in 2023 from \$98 in 2022 and \$545 in 2021.

Row 18: There were no purchases of Counterparty A License in 2023, but \$288,948 was recorded in 2022 with none in 2021.

Row 19: Purchase of trademark licenses in 2022 amounted to \$116,041, with no activity noted for 2023.

Row 20: Payments for acquiring the Subsidiary C under common control occurred only in 2022, totaling \$15,512.

Row 21: A short-term investment purchase costing \$10,000 was made in 2021, with no such purchases in 2023 or 2022. therefore, the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021. In November 2021, the Group obtained the trademark licenses (Note 7) from Company C, a related party controlled by Counterparty A Holding, by issuing the Company issued 47,995,443 ordinary shares to Subsidiary D, a related party controlled by Counterparty A Holding. (viii) On December 2, 2021, Company, through its subsidiary, Subsidiary A, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary C from a related party, Counterparty A, at the consideration of US$15,512, which was settled in June 2022. The transaction was accounted for as a common control transaction and completed in June 2022. On May 13, 2022, Company purchased a one-year convertible note (the “Note”) with a principal amount of US$10,000 issued by Counterparty B. Upon the listing of Counterparty B on December 21, 2022, the Note was automatically converted into Class A ordinary shares of Counterparty B (the “listed equity securities”) at a conversion price of US$9.50 per share. Concurrent with the execution of the Original Merger Agreement, on January 31, 2023, Company (Company) entered into a put option agreement with each of Counterparty A and Counterparty B, pursuant to which each of Counterparty A and Counterparty B is granted the right to require Company to purchase all of the equity interests held by each of Counterparty A and Counterparty B in Company Advance Technologies Sdn Bhd, the parent company of Subsidiary B, at a pre-agreed price which will be calculated based on the total revenue of Company Global Investment Limited (Subsidiary D) for the year of 2024 adjusted to exclude net debt, at a future date during the period from April 1, 2025, to June 30, 2025, and contingent upon satisfaction of certain pre-agreed conditions. On December 2, 2021, Subsidiary A, a subsidiary of Company, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary C from a related party, Counterparty A, at a consideration of US$15.5 million, which was settled in June 2022. The transaction was accounted for as a common control transaction and completed in June 2022. On May 13, 2022, Company purchased a one-year convertible note with a principal amount of US$10.0 million issued by Company B. Upon the listing of Company B on December 21, 2022, the note was automatically converted into Class A ordinary shares of Company B at a conversion price of US$9.50 per share. As of December 31, 2023 and 2022, the fair value of such shares was US$3.3 million and US$8.4 million, respectively. On June 24, 2024, Company entered into the CB Purchase Agreement with Counterparty A, pursuant to which Counterparty A purchased from Company the Counterparty A Convertible Bond in two tranches in an aggregate principal amount equal to the U.S. dollar equivalent of RMB800 million through a private placement. Company also provides Counterparty A with the intellectual properties necessary for vehicle production. Counterparty A is mainly responsible for the ordering and inspection of raw materials, production planning, production quality control, logistics and transportation of manufactured vehicles, and construction and operation of the manufacturing plant. Particularly, quality control is carried out in accordance with Company's quality assurance framework and approved by Counterparty A. In addition, Counterparty A is responsible for obtaining certificates for the manufactured vehicles. Subsidiary A (hereinafter referred to as the “Transferor”); and Counterparty A  
(hereinafter referred to as “Transferee”). (Each of the Transferor and Counterparty A shall, as the context permits, be referred to individually as a “Party” and collectively as the “Parties”). These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A’s decades of experience investing in established auto manufacturers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A as part of its strategy. Collaboration with Counterparty A for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. PIPE Investments In 2023, the Company entered into subscription agreements (the “PIPE Subscription Agreements”) with Subsidiary E, ultimately controlled by Counterparty A Holding, Counterparty B, and other investors, pursuant to which Subsidiary E, Counterparty B, and other investors have committed to subscribe for and purchase the Company’s ordinary shares at \$10.00 per share for an aggregate investment amount of US\$127,500, US\$122,500, and US\$94,713, respectively (“PIPE Investments”). The obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) all conditions precedent under the Merger Agreement having been satisfied or waived (other than those to be satisfied at the closing of the Business Combination), (ii) the accuracy of representations and warranties in all material respects, (iii) material compliance with covenants; and (iv) all of the consents from, and filings and/or registrations with, applicable governmental authority as required by applicable PRC laws in connection with the PIPE Investors’ outbound direct investment in the Company shall have been duly obtained and completed. Counterparty A Holding, a global mobility technology group with a proven track record in seeding BEV brands, has successfully incubated and revitalized a series of world-renowned brands with attractive financial profiles, including Volvo, Polestar, LYNK&CO., and Zeekr. Positioned as the only Counterparty A Holding-affiliated brand with sports car DNA, Company has received comprehensive support from Counterparty A Holding in manufacturing, supply chain, research and development, logistics infrastructure, and human capital, and is in the process of transforming from a British sports car company to a global pioneer of high-performance electric vehicles to bridge the gap between traditional sports cars and a new generation of electric vehicles. Company expects the business combination with Investor A, a SPAC affiliated with Investor B, which has a strategic relationship with Investor C, to provide significant support in consumer insights and brand collaboration that will enable the company to effectively raise brand awareness globally. Investor B has an exclusive relationship for consumer-focused private equity with Investor C and Investor D, the main investment company of Person A, Investor C’s chairman and chief executive officer, and their family. The number of ordinary shares of Company to be issued to each of Counterparty A and Counterparty B shall be equal to the quotient of (a) the exercise price, divided by (b) the per share listing price, i.e. US$10 per share, of ordinary shares of Company. The put options are determined to be freestanding financial instruments that are accounted for as liabilities in the scope of ASC Topic 480, Distinguishing Liabilities from Equity, because the put options embody a conditional obligation that Company may settle by issuing a variable number of its equity shares, and the monetary value of the obligation is based on variations in Subsidiary D’s financial performance other than the fair value of Company’s equity shares. Company initially measured the put option liabilities at fair value and subsequently remeasured them to fair value each period, with changes recognized in profit or loss. At initial recognition, Company recognized the issuance of put options at their fair value of US$9,376 as dividends to the shareholders, with a corresponding decrease in additional paid-in capital.