|
Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
| |
3711
(Primary Standard Industrial
Classification Code Number) |
| |
Not Applicable
(I.R.S. Employer
Identification Number) |
|
|
Li He, Esq.
James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 10 Floor, The Hong Kong Club Building 3A Chater Road Central, Hong Kong +852 2533-3300 |
| |
Ran Li, Esq.
Davis Polk & Wardwell LLP 22rd Floor, China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District, Beijing People’s Republic of China +86 8567-5051 |
| |
Yi Gao, Esq.
Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central, Hong Kong +852 2514-7600 |
|
| | |
Per ADS
|
| |
Total
|
|
Public offering price
|
| |
US$
|
| |
US$
|
|
Underwriting discounts and commissions(1)
|
| |
US$
|
| |
US$
|
|
Proceeds, before expenses, to us
|
| |
US$
|
| |
US$
|
|
| Goldman Sachs | | |
Morgan Stanley
|
|
| BofA Securities | | |
CICC
|
|
BNP PARIBAS | BOCI | HSBC | ICBC International | Santander | SPDB International Capital Limited |
| | |
Page
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| | | | F-1 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Net revenues:
|
| | | | 6,527,518 | | | | | | 31,899,448 | | | | | | 51,672,618 | | | | | | 7,277,936 | | |
Cost of revenues:
|
| | | | (5,489,349) | | | | | | (29,427,398) | | | | | | (44,822,088) | | | | | | (6,313,059) | | |
Gross profit
|
| | | | 1,038,169 | | | | | | 2,472,050 | | | | | | 6,850,530 | | | | | | 964,877 | | |
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | |||||
Research and development expenses
|
| | | | (3,160,304) | | | | | | (5,446,320) | | | | | | (8,369,207) | | | | | | (1,178,778) | | |
Selling, general and administrative expenses
|
| | | | (2,200,056) | | | | | | (4,245,317) | | | | | | (6,920,561) | | | | | | (974,741) | | |
Other operating income, net
|
| | | | 19,552 | | | | | | 67,764 | | | | | | 261,188 | | | | | | 36,788 | | |
Total operating
expenses |
| | | | (5,340,808) | | | | | | (9,623,873) | | | | | | (15,028,580) | | | | | | (2,116,731) | | |
Loss from
operations |
| | | | (4,302,639) | | | | | | (7,151,823) | | | | | | (8,178,050) | | | | | | (1,151,854) | | |
Interest expense
|
| | | | (53,205) | | | | | | (283,731) | | | | | | (256,081) | | | | | | (36,068) | | |
Interest income
|
| | | | 23,022 | | | | | | 112,142 | | | | | | 94,624 | | | | | | 13,328 | | |
Other (expenses)/income, net
|
| | | | (184,582) | | | | | | (31,679) | | | | | | 50,587 | | | | | | 7,124 | | |
Loss before income tax expense and share of losses in
equity method investments |
| | | | (4,517,404) | | | | | | (7,355,091) | | | | | | (8,288,920) | | | | | | (1,167,470) | | |
Share of (loss)/income in equity method investments
|
| | | | (16,871) | | | | | | (172,787) | | | | | | 86,842 | | | | | | 12,231 | | |
Income tax
benefits/(expense) |
| | | | 19,983 | | | | | | (127,268) | | | | | | (62,113) | | | | | | (8,748) | | |
Net loss
|
| | | | (4,514,292) | | | | | | (7,655,146) | | | | | | (8,264,191) | | | | | | (1,163,987) | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Summary Combined and Consolidated Balance Sheet Data:
|
| | | | | | | | | | | | | | | | | | | | |||||
Cash and cash equivalents
|
| | | | 3,893,980 | | | | | | 3,561,544 | | | | | | 3,260,670 | | | | | | 459,256 | | |
Restricted cash
|
| | | | 3,986 | | | | | | 193,360 | | | | | | 844,079 | | | | | | 118,886 | | |
Notes receivable
|
| | | | 33,881 | | | | | | 148,673 | | | | | | 487,851 | | | | | | 68,712 | | |
Accounts receivable
|
| | | | 24,208 | | | | | | 158,581 | | | | | | 1,104,450 | | | | | | 155,559 | | |
Inventories
|
| | | | 1,214,080 | | | | | | 3,164,809 | | | | | | 5,228,689 | | | | | | 736,445 | | |
Amounts due from related
parties-current |
| | | | 3,848,577 | | | | | | 6,132,982 | | | | | | 7,256,861 | | | | | | 1,022,107 | | |
Prepayments and other current
assets |
| | | | 413,095 | | | | | | 1,240,175 | | | | | | 2,294,508 | | | | | | 323,175 | | |
Total current assets
|
| | | | 9,431,807 | | | | | | 14,600,124 | | | | | | 20,477,108 | | | | | | 2,884,140 | | |
Total assets
|
| | | | 11,939,932 | | | | | | 19,477,316 | | | | | | 27,117,500 | | | | | | 3,819,420 | | |
Total current liabilities
|
| | | | 10,150,503 | | | | | | 17,625,914 | | | | | | 32,317,603 | | | | | | 4,551,839 | | |
Total liabilities
|
| | | | 11,010,506 | | | | | | 25,450,183 | | | | | | 35,796,100 | | | | | | 5,041,775 | | |
Total shareholder’s equity (deficit)
|
| | | | 929,426 | | | | | | (5,972,867) | | | | | | (8,678,600) | | | | | | (1,222,355) | | |
Total liabilities and shareholder’s equity (deficit)
|
| | | | 11,939,932 | | | | | | 19,477,316 | | | | | | 27,117,500 | | | | | | 3,819,420 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Net cash provided by (used in) operating activities
|
| | | | 630,182 | | | | | | (3,523,597) | | | | | | 2,275,333 | | | | | | 320,475 | | |
Net cash provided by (used in) investing activities
|
| | | | 379,525 | | | | | | (2,006,947) | | | | | | (1,958,752) | | | | | | (275,885) | | |
Net cash provided by (used in) financing
activities |
| | | | 2,785,064 | | | | | | 5,373,325 | | | | | | (2,683) | | | | | | (378) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | 3,794,771 | | | | | | (157,219) | | | | | | 313,898 | | | | | | 44,212 | | |
Cash, cash equivalents and restricted cash at beginning of
year |
| | | | 141,929 | | | | | | 3,897,966 | | | | | | 3,754,904 | | | | | | 528,867 | | |
Effect of exchange rate changes on cash, cash equivalents
and restricted cash |
| | | | (38,734) | | | | | | 14,157 | | | | | | 35,947 | | | | | | 5,063 | | |
Cash, cash equivalents and restricted cash at end of
year |
| | | | 3,897,966 | | | | | | 3,754,904 | | | | | | 4,104,749 | | | | | | 578,142 | | |
Months
|
| |
Delivery Volume (units)
|
| |||
2024 | | | |||||
March | | | | | 13,012 | | |
February
|
| | | | 7,510 | | |
January
|
| | | | 12,537 | | |
2023 | | | | | | | |
December
|
| | | | 13,476 | | |
November
|
| | | | 13,104 | | |
October
|
| | | | 13,077 | | |
September
|
| | | | 12,053 | | |
August
|
| | | | 12,303 | | |
July | | | | | 12,039 | | |
June
|
| | | | 10,620 | | |
May
|
| | | | 8,678 | | |
April
|
| | | | 8,101 | | |
March
|
| | | | 6,663 | | |
February
|
| | | | 5,455 | | |
January | | | | | 3,116 | | |
| |
You are purchasing equity securities of ZEEKR Intelligent Technology, a Cayman Islands holding company, rather than equity securities of its operating subsidiaries. Such structure involves unique risks to investors in the ADSs. You should carefully consider all the information in this prospectus, including the risks and uncertainties described below and our combined and consolidated financial statements and related notes, before making an investment in the ADSs. You should also carefully review the cautionary statements referred to under “Cautionary Statement Regarding Forward-looking Statements.” Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition and results of operations. In any such case, the market price of the ADSs could decline significantly, and you may lose all or part of your investment.
|
| |
| | |
As of December 31, 2023
|
| |||||||||||||||||||||||||||||||||
| | |
Actual
|
| |
Pro Forma
|
| |
Pro Forma
as adjusted(1) |
| |||||||||||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| |
RMB
|
| |
US$
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Non-current liability | | | | | | | | ||||||||||||||||||||||||||||||
Loans from related parties
|
| | | | 1,100,000 | | | | | | 154,932 | | | | | | 1,100,000 | | | | | | 154,932 | | | | | | 1,100,000 | | | | | | 154,932 | | |
SHAREHOLDERS’ EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares (US$0.0002
par value; 4,734,153,746 shares authorized, 2,000,000,000 shares issued and outstanding on an actual basis; 2,265,846,254 issued and outstanding on a pro forma basis; or a pro forma as adjusted basis) |
| | | | 2,584 | | | | | | 364 | | | | | | 2,946 | | | | | | 415 | | | |
|
| |
|
| ||||||
Convertible preferred shares
(US$0.0002 par value; 265,846,254 shares authorized, 265,846,254 shares issued and outstanding on an actual basis; and nil issued and outstanding on a pro forma and a pro forma as adjusted basis) |
| | | | 362 | | | | | | 51 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | 11,213,798 | | | | | | 1,579,430 | | | | | | 11,213,798 | | | | | | 1,579,430 | | | | | | | | | | | | | | |
Accumulated other comprehensive income
|
| | | | 17,555 | | | | | | 2,473 | | | | | | 17,555 | | | | | | 2,473 | | | | | | 17,555 | | | | | | 2,473 | | |
Accumulated deficit
|
| | | | (20,865,686) | | | | | | (2,938,870) | | | | | | (20,865,686) | | | | | | (2,938,870) | | | | | | (20,865,686) | | | | | | (2,938,870) | | |
ZEEKR Intelligent Technology
Holding Limited shareholders’ deficit |
| | | | (9,631,387) | | | | | | (1,356,552) | | | | | | (9,631,387) | | | | | | (1,356,552) | | | | | | | | | | | | | | |
Non-controlling interest
|
| | | | 952,787 | | | | | | 134,197 | | | | | | 952,787 | | | | | | 134,197 | | | | | | 952,787 | | | | | | 134,197 | | |
Total shareholders’ deficit
|
| | | | (8,678,600) | | | | | | (1,222,355) | | | | | | (8,678,600) | | | | | | (1,222,355) | | | | | | | | | | | | | | |
Total capitalization
|
| | | | (7,578,600) | | | | | | (1,067,423) | | | | | | (7,578,600) | | | | | | (1,067,423) | | | | | | | | | | | | | | |
|
Initial public offering price per ordinary share
|
| |
US$
|
| |
|
|
|
Net tangible book value per ordinary share as of December 31, 2023
|
| |
US$
|
| |
|
|
|
Pro forma net tangible book value per ordinary share after giving effect to the automatic conversion of all of our outstanding preferred shares
|
| |
US$
|
| |
|
|
|
Pro forma net tangible book value per ordinary share as adjusted to give effect to the automatic conversion of all of our outstanding preferred shares, this offering
|
| |
US$
|
| |
|
|
|
Amount of dilution in net tangible book value per ordinary share to new investors in this offering
|
| |
US$
|
| |
|
|
|
Amount of dilution in net tangible book value per ADS to new investors in this offering
|
| |
US$
|
| |
|
|
| | |
Ordinary shares
Purchased |
| |
Total Consideration
|
| |
Average
Price Per Ordinary Share |
| |
Average
Price Per ADS |
| ||||||
|
Amount
(in thousands of US$) |
| | | | ||||||||||||||
|
Number
|
| |
Percent
|
| |
Percent
|
| |
US$
|
| |
US$
|
| |||||
Existing shareholders
|
| | | | | | | | | | | | | | | | | | |
New investors
|
| | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | | | | | | | | | | | | |
| |
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Summary Combined and Consolidated Financial Data and Operating Data” and our Combined and Consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.
|
| |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |||||||||||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||||||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vehicle sales
|
| | | | 1,544,320 | | | | | | 23.7 | | | | | | 19,671,247 | | | | | | 61.7 | | | | | | 33,911,762 | | | | | | 4,776,372 | | | | | | 65.6 | | |
Sales of batteries and other components
|
| | | | 2,128,193 | | | | | | 32.6 | | | | | | 10,317,822 | | | | | | 32.3 | | | | | | 14,692,617 | | | | | | 2,069,412 | | | | | | 28.4 | | |
Research and development service and
other services |
| | | | 2,855,005 | | | | | | 43.7 | | | | | | 1,910,379 | | | | | | 6.0 | | | | | | 3,068,239 | | | | | | 432,152 | | | | | | 6.0 | | |
Total | | | | | 6,527,518 | | | | | | 100.0 | | | | | | 31,899,448 | | | | | | 100.0 | | | | | | 51,672,618 | | | | | | 7,277,936 | | | | | | 100.0 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |||||||||||||||||||||
| | |
(in thousands, except percentage)
|
| |||||||||||||||||||||||||||||||||||||||
Cost of revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vehicle sales
|
| | | | (1,515,797) | | | | | | 27.6 | | | | | | (18,748,155) | | | | | | 63.7 | | | | | | (28,831,552) | | | | | | (4,060,839) | | | | | | 64.3 | | |
Sales of batteries and other components
|
| | | | (2,133,504) | | | | | | 38.9 | | | | | | (9,226,025) | | | | | | 31.4 | | | | | | (13,808,131) | | | | | | (1,944,835) | | | | | | 30.8 | | |
Research and development service and other services
|
| | | | (1,840,048) | | | | | | 33.5 | | | | | | (1,453,218) | | | | | | 4.9 | | | | | | (2,182,405) | | | | | | (307,385) | | | | | | 4.9 | | |
Total | | | | | (5,489,349) | | | | | | 100.0 | | | | | | (29,427,398) | | | | | | 100.0 | | | | | | (44,822,088) | | | | | | (6,313,059) | | | | | | 100.0 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |||||||||||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||||||||||||||||||||
Research and development expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Outsourcing research and development expenses
|
| | | | (2,192,512) | | | | | | 69.3 | | | | | | (2,790,095) | | | | | | 51.3 | | | | | | (3,591,570) | | | | | | (505,862) | | | | | | 42.9 | | |
Employee compensation
|
| | | | (722,438) | | | | | | 22.9 | | | | | | (1,989,224) | | | | | | 36.5 | | | | | | (3,349,231) | | | | | | (471,729) | | | | | | 40.0 | | |
Others
|
| | | | (245,354) | | | | | | 7.8 | | | | | | (667,001) | | | | | | 12.2 | | | | | | (1,428,406) | | | | | | (201,187) | | | | | | 17.1 | | |
Total | | | | | (3,160,304) | | | | | | 100.0 | | | | | | (5,446,320) | | | | | | 100.0 | | | | | | (8,369,207) | | | | | | (1,178,778) | | | | | | 100.0 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||||||||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| |||||||||||||||||||||
| | |
(in thousands, except percentages)
|
| |||||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Employee compensation
|
| | | | (630,988) | | | | | | 28.7 | | | | | | (1,541,674) | | | | | | 36.3 | | | | | | (2,297,230) | | | | | | (323,558) | | | | | | 33.2 | | |
Marketing and promotional expenses
|
| | | | (612,663) | | | | | | 27.8 | | | | | | (867,786) | | | | | | 20.4 | | | | | | (1,802,339) | | | | | | (253,854) | | | | | | 26.0 | | |
Rental and related expenses
|
| | | | (206,609) | | | | | | 9.4 | | | | | | (558,074) | | | | | | 13.1 | | | | | | (998,900) | | | | | | (140,692) | | | | | | 14.4 | | |
Freight
|
| | | | (265,136) | | | | | | 12.1 | | | | | | (320,930) | | | | | | 7.6 | | | | | | (397,203) | | | | | | (55,945) | | | | | | 5.7 | | |
Others
|
| | | | (484,660) | | | | | | 22.0 | | | | | | (956,853) | | | | | | 22.6 | | | | | | (1,424,889) | | | | | | (200,692) | | | | | | 20.7 | | |
Total | | | | | (2,200,056) | | | | | | 100.0 | | | | | | (4,245,317) | | | | | | 100.0 | | | | | | (6,920,561) | | | | | | (974,741) | | | | | | 100.0 | | |
| | |
Year Ended December 31,
|
| | | | |||||||||||||||||||||||||||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| | | | |||||||||||||||||||||||||||||||||||||||
| | |
RMB
|
| |
%
|
| |
RMB
|
| |
%
|
| |
RMB
|
| |
US$
|
| |
%
|
| | | | |||||||||||||||||||||||||||
| | |
(in thousands, except percentage)
|
| | | | |||||||||||||||||||||||||||||||||||||||||||||
Net revenues:
|
| | | | 6,527,518 | | | | | | 100.0 | | | | | | 31,899,448 | | | | | | 100.0 | | | | | | 51,672,618 | | | | | | 7,277,936 | | | | | | 100.0 | | | | | | ||||||
Cost of revenues:
|
| | | | (5,489,349) | | | | | | (84.1) | | | | | | (29,427,398) | | | | | | (92.3) | | | | | | (44,822,088) | | | | | | (6,313,059) | | | | | | (86.7) | | | | | | ||||||
Gross profit
|
| | | | 1,038,169 | | | | | | 15.9 | | | | | | 2,472,050 | | | | | | 7.7 | | | | | | 6,850,530 | | | | | | 964,877 | | | | | | 13.3 | | | | | | ||||||
Operating expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development expenses
|
| | | | (3,160,304) | | | | | | (48.4) | | | | | | (5,446,320) | | | | | | (17.1) | | | | | | (8,369,207) | | | | | | (1,178,778) | | | | | | (16.2) | | | | | | ||||||
Selling, general and administrative
expenses |
| | | | (2,200,056) | | | | | | (33.7) | | | | | | (4,245,317) | | | | | | (13.3) | | | | | | (6,920,561) | | | | | | (974,741) | | | | | | (13.4) | | | | | | ||||||
Other operating income, net
|
| | | | 19,552 | | | | | | 0.3 | | | | | | 67,764 | | | | | | 0.2 | | | | | | 261,188 | | | | | | 36,788 | | | | | | 0.5 | | | | | | ||||||
Total operating expenses
|
| | | | (5,340,808) | | | | | | (81.8) | | | | | | (9,623,873) | | | | | | (30.2) | | | | | | (15,028,580) | | | | | | (2,116,731) | | | | | | (29.1) | | | | | | ||||||
Loss from operations
|
| | | | (4,302,639) | | | | | | (65.9) | | | | | | (7,151,823) | | | | | | (22.5) | | | | | | (8,178,050) | | | | | | (1,151,854) | | | | | | (15.8) | | | | | | ||||||
Interest expense
|
| | | | (53,205) | | | | | | (0.8) | | | | | | (283,731) | | | | | | (0.9) | | | | | | (256,081) | | | | | | (36,068) | | | | | | (0.5) | | | | | | ||||||
Interest income
|
| | | | 23,022 | | | | | | 0.4 | | | | | | 112,142 | | | | | | 0.4 | | | | | | 94,624 | | | | | | 13,328 | | | | | | 0.2 | | | | | | ||||||
Other (expenses)/income, net
|
| | | | (184,582) | | | | | | (2.9) | | | | | | (31,679) | | | | | | (0.1) | | | | | | 50,587 | | | | | | 7,124 | | | | | | 0.1 | | | | | | ||||||
Loss before income tax expense and share of losses in equity method investments
|
| | | | (4,517,404) | | | | | | (69.2) | | | | | | (7,355,091) | | | | | | (23.1) | | | | | | (8,288,920) | | | | | | (1,167,470) | | | | | | (16.0) | | | | | | ||||||
Share of (loss)/income in equity method investments
|
| | | | (16,871) | | | | | | (0.3) | | | | | | (172,787) | | | | | | (0.5) | | | | | | 86,842 | | | | | | 12,231 | | | | | | 0.1 | | | | | | ||||||
Income tax benefits/(expense)
|
| | | | 19,983 | | | | | | 0.3 | | | | | | (127,268) | | | | | | (0.4) | | | | | | (62,113) | | | | | | (8,748) | | | | | | (0.1) | | | | | | ||||||
Net loss
|
| | | | (4,514,292) | | | | | | (69.2) | | | | | | (7,655,146) | | | | | | (24.0) | | | | | | (8,264,191) | | | | | | (1,163,987) | | | | | | (16.0) | | | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
ZEEKR Segment | | | | | | | | | | | | | | | | | | | |
Net revenues
|
| | | | 1,821,130 | | | | | | 20,630,041 | | | | | | 35,614,648 | | |
Vehicle sales
|
| | | | 1,544,320 | | | | | | 19,671,247 | | | | | | 33,911,762 | | |
Sales of other products and services(1)
|
| | | | 276,810 | | | | | | 958,794 | | | | | | 1,702,886 | | |
Cost of revenues
|
| | | | (1,744,563) | | | | | | (19,587,442) | | | | | | (29,822,710) | | |
Segment profit
|
| | | | 76,567 | | | | | | 1,042,599 | | | | | | 5,791,938 | | |
Number of vehicles delivered
|
| | | | 6,007 | | | | | | 71,941 | | | | | | 118,685 | | |
Viridi Segment | | | | | | | | | | | | | | | | | | | |
Net revenues
|
| | | | 2,521,951 | | | | | | 12,799,124 | | | | | | 18,203,200 | | |
Sales of batteries and other components(2)
|
| | | | 2,264,470 | | | | | | 12,720,479 | | | | | | 17,620,328 | | |
Research and development services(3)
|
| | | | 257,481 | | | | | | 78,645 | | | | | | 582,872 | | |
Cost of revenues
|
| | | | (2,481,524) | | | | | | (11,628,709) | | | | | | (17,248,985) | | |
Segment profit
|
| | | | 40,427 | | | | | | 1,170,415 | | | | | | 954,215 | | |
CEVT Segment | | | | | | | | | | | | | | | | | | | |
Net revenues(4)
|
| | | | 2,760,362 | | | | | | 2,439,927 | | | | | | 2,259,127 | | |
Cost of revenues
|
| | | | (1,807,451) | | | | | | (1,958,945) | | | | | | (1,994.036) | | |
Segment profit
|
| | | | 952,911 | | | | | | 480,982 | | | | | | 265,091 | | |
| | |
For the Three Months Ended,
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2022 |
| |
June 30,
2022 |
| |
September 30,
2022 |
| |
December 31,
2022 |
| |
March 31,
2023 |
| |
June 30,
2023 |
| |
September 30,
2023 |
| |
December 31,
2023 |
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | ||||||||||||||||||||||||||||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Vehicle sales
|
| | | | 2,191,252 | | | | | | 3,105,426 | | | | | | 5,523,521 | | | | | | 8,851,048 | | | | | | 4,725,196 | | | | | | 8,450,177 | | | | | | 10,143,742 | | | | | | 10,592,647 | | |
Sales of batteries and other components
|
| | | | 699,772 | | | | | | 2,450,950 | | | | | | 3,504,357 | | | | | | 3,662,743 | | | | | | 3,471,469 | | | | | | 3,894,307 | | | | | | 3,288,766 | | | | | | 4,038,075 | | |
Research and development service and
other services |
| | | | 164,346 | | | | | | 400,490 | | | | | | 427,395 | | | | | | 918,148 | | | | | | 423,743 | | | | | | 305,190 | | | | | | 612,103 | | | | | | 1,727,203 | | |
Total revenues
|
| | | | 3,055,370 | | | | | | 5,956,866 | | | | | | 9,455,273 | | | | | | 13,431,939 | | | | | | 8,620,408 | | | | | | 12,649,674 | | | | | | 14,044,611 | | | | | | 16,357,925 | | |
Cost of revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales of vehicle
|
| | | | (2,112,834) | | | | | | (2,933,273) | | | | | | (5,276,576) | | | | | | (8,425,472) | | | | | | (4,248,677) | | | | | | (7,300,487) | | | | | | (8,308,327) | | | | | | (8,974,061) | | |
Sales of batteries and other components
|
| | | | (561,910) | | | | | | (2,084,637) | | | | | | (3,172,295) | | | | | | (3,407,183) | | | | | | (3,403,866) | | | | | | (3,606,782) | | | | | | (3,050,588) | | | | | | (3,746,895) | | |
Research and development service and other services
|
| | | | (151,324) | | | | | | (291,352) | | | | | | (328,321) | | | | | | (682,221) | | | | | | (285,395) | | | | | | (192,079) | | | | | | (396,289) | | | | | | (1,308,642) | | |
Total cost of revenues
|
| | | | (2,826,068) | | | | | | (5,309,262) | | | | | | (8,777,192) | | | | | | (12,514,876) | | | | | | (7,937,938) | | | | | | (11,099,348) | | | | | | (11,755,204) | | | | | | (14,029,598) | | |
Gross profit
|
| | | | 229,302 | | | | | | 647,604 | | | | | | 678,081 | | | | | | 917,063 | | | | | | 682,470 | | | | | | 1,550,326 | | | | | | 2,289,407 | | | | | | 2,328,327 | | |
| | |
For the Three Months Ended,
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
March 31,
2022 |
| |
June 30,
2022 |
| |
September 30,
2022 |
| |
December 31,
2022 |
| |
March 31,
2023 |
| |
June 30,
2023 |
| |
September 30,
2023 |
| |
December 31,
2023 |
| ||||||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| ||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | ||||||||||||||||||||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development expenses
|
| | | | (1,084,610) | | | | | | (958,215) | | | | | | (1,432,197) | | | | | | (1,971,298) | | | | | | (1,805,053) | | | | | | (1,383,501) | | | | | | (2,018,136) | | | | | | (3,162,517) | | |
Selling, general and administrative expenses
|
| | | | (770,705) | | | | | | (954,784) | | | | | | (1,308,356) | | | | | | (1,211,472) | | | | | | (1,284,428) | | | | | | (1,614,305) | | | | | | (1,813,890) | | | | | | (2,207,938) | | |
Other operating income, net
|
| | | | 6,908 | | | | | | 26,115 | | | | | | 17,159 | | | | | | 17,582 | | | | | | 57,808 | | | | | | 76,488 | | | | | | 34,851 | | | | | | 92,041 | | |
Total operating expenses
|
| | | | (1,848,407) | | | | | | (1,886,884) | | | | | | (2,723,394) | | | | | | (3,165,188) | | | | | | (3,031,673) | | | | | | (2,921,318) | | | | | | (3,797,175) | | | | | | (5,278,414) | | |
Loss from operations
|
| | | | (1,619,105) | | | | | | (1,239,280) | | | | | | (2,045,313) | | | | | | (2,248,125) | | | | | | (2,349,203) | | | | | | (1,370,992) | | | | | | (1,507,768) | | | | | | (2,950,087) | | |
Interest expense
|
| | | | (14,773) | | | | | | (65,875) | | | | | | (109,050) | | | | | | (94,033) | | | | | | (104,801) | | | | | | (87,364) | | | | | | (28,186) | | | | | | (35,730) | | |
Interest income
|
| | | | 11,842 | | | | | | 28,124 | | | | | | 36,501 | | | | | | 35,675 | | | | | | 22,731 | | | | | | 18,512 | | | | | | 27,614 | | | | | | 25,767 | | |
Other income (expenses), net
|
| | | | (41,418) | | | | | | (47,467) | | | | | | (55,680) | | | | | | 112,886 | | | | | | 11,107 | | | | | | 27,040 | | | | | | 6,020 | | | | | | 6,420 | | |
Loss before income tax expense and share of losses in equity method investments
|
| | | | (1,663,454) | | | | | | (1,324,498) | | | | | | (2,173,542) | | | | | | (2,193,597) | | | | | | (2,420,166) | | | | | | (1,412,804) | | | | | | (1,502,320) | | | | | | (2,953,630) | | |
Share of (losses) gain in equity method
investments |
| | | | (9,034) | | | | | | (25,546) | | | | | | (35,807) | | | | | | (102,400) | | | | | | (44,150) | | | | | | (11,090) | | | | | | 33,021 | | | | | | 109,061 | | |
Income tax (expense) benefits
|
| | | | (11,338) | | | | | | (51,330) | | | | | | (22,665) | | | | | | (41,935) | | | | | | (1,046) | | | | | | 18,678 | | | | | | 13,605 | | | | | | (93,350) | | |
Net loss
|
| | | | (1,683,826) | | | | | | (1,401,374) | | | | | | (2,232,014) | | | | | | (2,337,932) | | | | | | (2,465,362) | | | | | | (1,405,216) | | | | | | (1,455,694) | | | | | | (2,937,919) | | |
Less: income (loss) attributable to non-controlling interest
|
| | | | 9,873 | | | | | | 99,734 | | | | | | 52,130 | | | | | | 116,896 | | | | | | (71,029) | | | | | | 84,481 | | | | | | 20,368 | | | | | | 48,969 | | |
Net loss attributable to shareholders of
ZEEKR Intelligent Technology Holding Limited |
| | | | (1,693,699) | | | | | | (1,501,108) | | | | | | (2,284,144) | | | | | | (2,454,828) | | | | | | (2,394,333) | | | | | | (1,489,697) | | | | | | (1,476,062) | | | | | | (2,986,888) | | |
|
| | |
Year Ended December 31,
|
| | | | |||||||||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| | | | |||||||||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
|
| | | | ||||||||||||||||||
| | |
(in thousands)
|
| ||||||||||||||||||||||||||||||
Net cash provided by/(used in) operating activities
|
| | | | 630,182 | | | | | | (3,523,597) | | | | | | 2,275,333 | | | | | | 320,475 | | | | | | ||||||
Net cash provided by/(used in) investing activities
|
| | | | 379,525 | | | | | | (2,006,947) | | | | | | (1,958,752) | | | | | | (275,885) | | | | | | ||||||
Net cash provided by/(used in) financing activities
|
| | | | 2,785,064 | | | | | | 5,373,325 | | | | | | (2,683) | | | | | | (378) | | | | | | ||||||
Net increase/(decrease) in cash, cash equivalents and restricted cash
|
| | | | 3,794,771 | | | | | | (157,219) | | | | | | 313,898 | | | | | | 44,212 | | | | | | ||||||
Cash, cash equivalents and restricted cash at beginning
of year |
| | | | 141,929 | | | | | | 3,897,966 | | | | | | 3,754,904 | | | | | | 528,867 | | | | | | ||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
| | | | (38,734) | | | | | | 14,157 | | | | | | 35,947 | | | | | | 5,063 | | | | | | ||||||
Cash, cash equivalents and restricted cash at end of year
|
| | | | 3,897,966 | | | | | | 3,754,904 | | | | | | 4,104,749 | | | | | | 578,142 | | | | | |
| | |
Payment due by period
|
| |||||||||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 year |
| |
1 – 3 years
|
| |
4 – 5 years
|
| |
Over
5 years |
| |||||||||||||||||||||
| | |
RMB
|
| |
US$
|
| |
RMB
|
| |||||||||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Capital expenditure commitments
|
| | | | 387,854 | | | | | | 54,628 | | | | | | 227,875 | | | | | | 146,227 | | | | | | 13,752 | | | | | | — | | |
| | |
Payment due by period
(RMB in thousands) |
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than
1 year |
| |
1 – 3 Years
|
| |
4 – 5 Years
|
| |
Over 5 Years
|
| |||||||||||||||
Operating lease obligations
|
| | | | 2,797,036 | | | | | | 729,220 | | | | | | 968,615 | | | | | | 524,277 | | | | | | 574,924 | | |
Loans from related parties
|
| | | | 1,100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,100,000 | | |
Interest on loans
|
| | | | 442,381 | | | | | | 49,500 | | | | | | 99,000 | | | | | | 99,000 | | | | | | 194,881 | | |
Capital expenditure commitments
|
| | | | 387,854 | | | | | | 227,875 | | | | | | 146,227 | | | | | | 13,752 | | | | | | — | | |
Total | | | | | 4,727,271 | | | | | | 1,006,595 | | | | | | 1,213,842 | | | | | | 637,029 | | | | | | 1,869,805 | | |
| | |
Year Ended
December 31, 2021 |
| |
Year Ended
December 31, 2023 |
|
Grant date fair value of the underlying share (HKD per share)
|
| |
31.2
|
| |
9.34
|
|
Exercise Price (HKD per share)
|
| |
32.7
|
| |
9.56
|
|
Expected term
|
| |
7 years
|
| |
8 years
|
|
Expected volatility
|
| |
48.66 %
|
| |
46.20%
|
|
Expected dividend yield
|
| |
2 %
|
| |
1.49%
|
|
Risk free rate
|
| |
0.55 %
|
| |
3.74%
|
|
Exercise multiple
|
| |
2.8
|
| |
1.5
|
|
Expected forfeit rate
|
| |
8.3 %
|
| |
7.0%
|
|
| | |
2019
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |
CAGR
|
| |
CAGR
|
| ||||||||||||||||||||||||||||||||||||
Thousand Units
|
| |
2019 –
2023 |
| |
2024E –
2028E |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Germany | | | | | 63.5 | | | | | | 194.5 | | | | | | 328.4 | | | | | | 471.4 | | | | | | 524.2 | | | | | | 602.9 | | | | | | 783.8 | | | | | | 1,003.3 | | | | | | 1,254.1 | | | | | | 1,530.0 | | | | | | 69.5% | | | | | | 26.2% | | |
% of NEV sales in Germany
|
| | | | 58.4% | | | | | | 49.2% | | | | | | 54.6% | | | | | | 51.1% | | | | | | 74.9% | | | | | | 46.9% | | | | | | 49.6% | | | | | | 54.0% | | | | | | 58.4% | | | | | | 63.3% | | | | | | | | | | | | | | |
Sweden | | | | | 15.6 | | | | | | 28.0 | | | | | | 56.1 | | | | | | 95.0 | | | | | | 112.2 | | | | | | 151.5 | | | | | | 193.9 | | | | | | 238.5 | | | | | | 281.4 | | | | | | 318.0 | | | | | | 63.8% | | | | | | 20.4% | | |
% of NEV sales in Sweden
|
| | | | 38.6% | | | | | | 29.7% | | | | | | 46.4% | | | | | | 57.1% | | | | | | 64.8% | | | | | | 66.8% | | | | | | 68.3% | | | | | | 70.2% | | | | | | 72.1% | | | | | | 72.8% | | | | | | | | | | | | | | |
Netherlands | | | | | 61.7 | | | | | | 73.0 | | | | | | 60.1 | | | | | | 73.4 | | | | | | 114.0 | | | | | | 152.7 | | | | | | 197.0 | | | | | | 244.3 | | | | | | 295.6 | | | | | | 345.9 | | | | | | 16.6% | | | | | | 22.7% | | |
% of NEV sales in Netherlands
|
| | | | 92.6% | | | | | | 83.1% | | | | | | 57.9% | | | | | | 56.4% | | | | | | 70.8% | | | | | | 73.4% | | | | | | 76.9% | | | | | | 76.7% | | | | | | 77.5% | | | | | | 78.0% | | | | | | | | | | | | | | |
Denmark | | | | | 5.5 | | | | | | 14.3 | | | | | | 18.5 | | | | | | 30.9 | | | | | | 62.8 | | | | | | 82.2 | | | | | | 104.4 | | | | | | 129.5 | | | | | | 152.8 | | | | | | 175.7 | | | | | | 83.5% | | | | | | 20.9% | | |
% of NEV sales in Denmark
|
| | | | 58.9% | | | | | | 43.9% | | | | | | 38.8% | | | | | | 49.4% | | | | | | 78.4% | | | | | | 80.5% | | | | | | 82.9% | | | | | | 85.6% | | | | | | 85.6% | | | | | | 84.4% | | | | | | | | | | | | | | |
Ranking
|
| |
BEV Model
|
| |
Launch Time
|
| |
Starting Selling
Price (000’RMB) |
| |
Sales Volume
(Units) |
| |||||||||
1 | | |
ZEEKR 001
|
| | | | 2021.04 | | | | | | 300.0 | | | | | | 75,928 | | |
2
|
| |
NIO ET5
|
| | | | 2021.12 | | | | | | 298.0 | | | | | | 62,913 | | |
3
|
| |
NIO ES6
|
| | | | 2018.12 | | | | | | 338.0 | | | | | | 55,777 | | |
4
|
| |
BMW i3
|
| | | | 2013.07 | | | | | | 353.9 | | | | | | 53,682 | | |
5
|
| |
BMW iX3
|
| | | | 2020.07 | | | | | | 405.0 | | | | | | 39,594 | | |
6 | | |
ZEEKR 009
|
| | | | 2022.11 | | | | | | 499.0 | | | | | | 19,527 | | |
7
|
| |
AVATR 11
|
| | | | 2022.08 | | | | | | 300.0 | | | | | | 17,693 | | |
8
|
| |
MERCEDES BENZ EQE
|
| | | | 2022.08 | | | | | | 486.0 | | | | | | 14,041 | | |
9
|
| |
NIO ES8
|
| | | | 2017.04 | | | | | | 498.0 | | | | | | 13,683 | | |
10
|
| |
NIO EC6
|
| | | | 2020.07 | | | | | | 358.0 | | | | | | 11,072 | | |
|
Brand
|
| |
ZEEKR
|
| |
NIO
|
| |
NIO
|
| |
BMW
|
| |
NIO
|
| |
NIO
|
|
|
Model
|
| |
ZEEKR 001
|
| |
ET5
|
| |
ES6
|
| |
iX3
|
| |
ET7
|
| |
EC6
|
|
|
The Time Spent to Deliver 10,000 Vehicles
|
| |
< 4 months
|
| |
< 4 months
|
| |
~7 months
|
| |
~10 months
|
| |
~6 months
|
| |
~7 months
|
|
|
Brand
|
| |
ZEEKR
|
| |
BMW
|
| |
NIO
|
| |
AVATR
|
| |
Mercedes-Benz
|
|
|
Model
|
| |
ZEEKR 001
|
| |
iX3
|
| |
ET5
|
| |
AVATR 11
|
| |
EQE
|
|
|
Starting Selling Price (000’RMB)(1)
|
| |
299.0
|
| |
405.0
|
| |
298.0
|
| |
300.0
|
| |
486.0
|
|
|
Positioning
|
| |
Cross-over Hatchback
|
| |
Midsize SUV
|
| |
Midsize SUV
|
| |
Midsize SUV
|
| |
Mid-to-large Size Vehicle
|
|
| Space | | | | | | | | | | | | | | | | |
|
Length/ Width /Height (mm)
|
| |
4977*1999*1545
|
| |
4746*1891*1683
|
| |
4790*1960*1499
|
| |
4880*1970*1601
|
| |
4880*2032*1679
|
|
|
Wheelbase(mm)
|
| |
3,005
|
| |
2,864
|
| |
2,888
|
| |
2,975
|
| |
3,030
|
|
| Driving Performance | | | | | | | | | | | | | | | | |
|
Minimum Acceleration Time 0-100km/h (s)
|
| |
3.3
|
| |
6.8
|
| |
4
|
| |
6.6
|
| |
6.8
|
|
|
Capacity Range of Battery (kW·h)
|
| |
100
|
| |
80
|
| |
75-100
|
| |
90-116
|
| |
93.2-96.1
|
|
|
CLTC Range (km)
|
| |
705
|
| |
530-540
|
| |
560-710
|
| |
580-730
|
| |
717-752
|
|
| In-vehicle Configurations | | | | | | | | | | | | | | | | |
|
Air Suspension System
|
| |
√
|
| |
×
|
| |
×
|
| |
×
|
| |
×
|
|
|
Automatic Frameless Door
|
| |
√
|
| |
×
|
| |
√
|
| |
√
|
| |
√
|
|
|
Central Touch Screen Size (inch)
|
| |
15.05
|
| |
12.3
|
| |
12.8
|
| |
15.6
|
| |
12.8
|
|
Ranking
|
| |
MPV Model
|
| |
Launch Time
|
| |
Starting Selling
Price (000’RMB) |
| |
Sales Volume
(Units) |
| |||||||||
1 | | |
ZEEKR 009
|
| | | | 2022.11 | | | | | | 499.0 | | | | | | 19,527 | | |
2
|
| |
BESTUNE NAT
|
| | | | 2021.04 | | | | | | 155.8 | | | | | | 15,323 | | |
3
|
| |
BYD E6
|
| | | | 2011.10 | | | | | | 309.8 | | | | | | 8,391 | | |
4
|
| |
Denza D9
|
| | | | 2022.08 | | | | | | 395.8 | | | | | | 6,467 | | |
5
|
| |
VOYAH Dreamer
|
| | | | 2022.05 | | | | | | 339.9 | | | | | | 4,048 | | |
Ranking
|
| |
BEV Model
|
| |
Launch Time
|
| |
Starting Selling
Price (000’RMB) |
| |
Sales Volume
(Units) |
| |||||||||
1
|
| |
Tesla Model Y
|
| | | | 2017.07 | | | | | | 258.9 | | | | | | 252,694 | | |
2
|
| |
XPENG G6
|
| | | | 2023.06 | | | | | | 209.9 | | | | | | 42,205 | | |
3
|
| |
Leapmotor C11
|
| | | | 2021.12 | | | | | | 155.8 | | | | | | 30,830 | | |
4
|
| |
FAW-VOLKSWAGEN ID.4 CROZZ
|
| | | | 2020.09 | | | | | | 239.9 | | | | | | 26,079 | | |
5 | | |
ZEEKR X
|
| | | | 2023.04 | | | | | | 200.0 | | | | | | 19,622 | | |
6
|
| |
IM LS6
|
| | | | 2023.06 | | | | | | 229.9 | | | | | | 16,357 | | |
7
|
| |
XPENG G9
|
| | | | 2022.09 | | | | | | 263.9 | | | | | | 16,165 | | |
8
|
| |
AION.V
|
| | | | 2020.06 | | | | | | 159.9 | | | | | | 14,018 | | |
9
|
| |
SVW-VOLKSWAGEN ID.4 X
|
| | | | 2020.11 | | | | | | 195.8 | | | | | | 13,749 | | |
10
|
| |
Audi Q4 e-tron
|
| | | | 2021.04 | | | | | | 289.9 | | | | | | 12,433 | | |
Months
|
| |
Delivery Volume (units)
|
| |||
2024 | | | | | | | |
March | | | | | 13,012 | | |
February
|
| | | | 7,510 | | |
January
|
| | | | 12,537 | | |
2023 | | | | | | | |
December | | | | | 13,476 | | |
November | | | | | 13,104 | | |
October
|
| | | | 13,077 | | |
September
|
| | | | 12,053 | | |
August
|
| | | | 12,303 | | |
July
|
| | | | 12,039 | | |
June
|
| | | | 10,620 | | |
May
|
| | | | 8,678 | | |
April
|
| | | | 8,101 | | |
March
|
| | | | 6,663 | | |
February | | | | | 5,455 | | |
January | | | | | 3,116 | | |
Function
|
| |
Number of
Employees |
| |
Percentage (%)
|
| ||||||
China | | | | | | | | | | | | | |
Research and Development
|
| | | | 6,712 | | | | | | 40.3 | | |
Sales and Marketing
|
| | | | 5,743 | | | | | | 34.5 | | |
Manufacturing
|
| | | | 2,600 | | | | | | 15.6 | | |
General and Administrative
|
| | | | 804 | | | | | | 4.8 | | |
Europe | | | | | | | | | | | | | |
Research and Development
|
| | | | 715 | | | | | | 4.3 | | |
Sales and Marketing
|
| | | | 71 | | | | | | 0.4 | | |
Location
|
| |
Approximately
Size in Square Meters |
| |
Primary use
|
| |
Lease term
|
| |||
China | | | | | | | | | | | | | |
Hangzhou | | | | | 15,801.2 | | | | Office | | |
October 15, 2021 – April 14, 2025
|
|
NingboNote | | | | | 52,730.0 | | | |
R&D center, office
|
| |
January 1, 2023 – December 31, 2023
|
|
Shanghai | | | | | 2,716.0 | | | | Office | | |
December 15, 2021 – December 14, 2024
|
|
Shanghai
|
| | | | 1,048.0 | | | |
R&D center, office
|
| |
December 15, 2021 – December 14, 2024
|
|
Sweden | | | | | | | | | | | | | |
Gothenburg | | | | | 800.0 | | | |
Storage, work shop
|
| |
March 1, 2018 – February 28, 2028
|
|
Gothenburg
|
| | | | 1,453.8 | | | |
Laboratory, storage
|
| |
June 1, 2021 – December 31, 2024
|
|
Directors and Executive Officers
|
| |
Age
|
| |
Position/Title
|
|
Shufu Li | | | 60 | | | Director, Founder, Chairman | |
Conghui An | | | 53 | | | Director, Co-founder, Chief Executive Officer | |
Donghui Li | | | 53 | | | Director, Co-founder | |
Shengyue Gui | | | 60 | | | Director, Co-founder | |
Stephen Brown Davis* | | | 66 | | | Independent Director | |
Miguel A. Lopez Ben* | | | 64 | | | Independent Director | |
Latha Maripuri* | | | 48 | | | Independent Director | |
Michael David Ricks* | | | 63 | | | Independent Director | |
Yun Xu | | | 43 | | | Vice President | |
Jing Yuan | | | 39 | | | Chief Financial Officer | |
Yuhui Zhao | | | 52 | | | Vice President | |
Ling Zhu | | | 44 | | | Vice President | |
| | |
Ordinary Shares
Underlying Equity Awards Granted |
| |
Exercise Price or
Purchase Price (US$/Share) |
| |
Date of Grant(1)
|
| |
Date of Expiration
|
| ||||||
Shufu Li
|
| |
—
|
| | | | — | | | |
—
|
| |
—
|
| |||
Conghui An
|
| |
—
|
| | | | — | | | |
—
|
| |
—
|
| |||
Donghui Li
|
| |
—
|
| | | | — | | | |
—
|
| |
—
|
| |||
Shengyue Gui
|
| |
—
|
| | | | — | | | |
—
|
| |
—
|
| |||
Yun Xu
|
| |
*
|
| | | | 0.0002 | | | |
August 20, 2021
|
| |
December 31, 2030
|
| |||
Jing Yuan
|
| |
*
|
| | | | 0.0002 | | | |
August 20, 2021
|
| |
December 31, 2030
|
| |||
Yuhui Zhao
|
| |
*
|
| | | | 0.0002 | | | |
August 20, 2021
|
| |
December 31, 2030
|
| |||
Ling Zhu
|
| | | | * | | | | | | 0.0002 | | | |
August 20, 2021
|
| |
December 31, 2030
|
|
All directors and executive officers as a group
|
| | | | 5,600,000 | | | | | | 0.0002 | | | |
August 20, 2021
|
| |
December 31, 2030
|
|
| | |
Offering Shares Beneficially
Owned Prior to This Offering |
| |
Ordinary Shares
Beneficially Owned After This Offering |
| |
Voting Power After
This Offering |
| ||||||||||||
| | |
Number
|
| |
%**
|
| |
Number
|
| |
%
|
| |
%***
|
| ||||||
Directors and Executive Officers†: | | | | | | | | | | | | | | | | | | | | | | |
Shufu Li(1)
|
| | | | 1,822,000,000 | | | | | | 80.4 | | | | | | | | | | | |
Conghui An(2)
|
| | | | 68,000,000 | | | | | | 3.0 | | | | | | | | | | | |
Donghui Li
|
| | | | * | | | | | | * | | | | | | | | | | | |
Shengyue Gui
|
| | | | * | | | | | | * | | | | | | | | | | | |
Stephen Brown Davis++
|
| | | | — | | | | | | — | | | | | | | | | | ||
Miguel A. Lopez Ben++
|
| | | | — | | | | | | — | | | | | | | | | | ||
Latha Maripuri++
|
| | | | — | | | | | | — | | | | | | | | | | ||
Michael David Ricks++
|
| | | | — | | | | | | — | | | | | | | | | | ||
Yun Xu
|
| | | | — | | | | | | — | | | | | | | | | | | |
Jing Yuan
|
| | | | — | | | | | | — | | | | | | | | | | | |
Yuhui Zhao
|
| | | | — | | | | | | — | | | | | | | | | | | |
Ling Zhu
|
| | | | — | | | | | | — | | | | | | | | | | | |
All directors and executive officers as a group
|
| | | | 1,920,000,000 | | | | | | 84.7 | | | | | | | | | | | |
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | |
Geely Auto(3)
|
| | | | 1,240,000,000 | | | | | | 54.7 | | | | | | | | | | | |
Geely International (Hong Kong) Limited(4)
|
| | | | 300,000,000 | | | | | | 13.2 | | | | | | | | | | | |
GHGK Innovation Limited(5)
|
| | | | 222,000,000 | | | | | | 9.8 | | | | | | | | | | | |
|
Persons depositing or withdrawing shares or
ADS holders must pay: |
| |
For:
|
|
|
•
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
|
| |
•
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
|
|
| | | |
•
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
|
|
|
•
$.05 (or less) per ADS
|
| |
•
Any cash distribution to ADS holders
|
|
|
•
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
|
| |
•
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
|
|
|
•
$.05 (or less) per ADS per calendar year
|
| |
•
Depositary services
|
|
|
•
Registration or transfer fees
|
| |
•
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
|
|
|
•
Expenses of the depositary
|
| |
•
Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
|
|
| | | |
•
Converting foreign currency to U.S. dollars
|
|
|
•
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes
|
| |
•
As necessary
|
|
|
•
Any charges incurred by the depositary or its agents for servicing the deposited securities
|
| |
•
As necessary
|
|
Underwriters
|
| |
Number
of ADSs |
| |||
Goldman Sachs (Asia) L.L.C.
|
| | | | | | |
Morgan Stanley Asia Limited
|
| | | | | | |
Merrill Lynch (Asia Pacific) Limited
|
| | | | | | |
China International Capital Corporation Hong Kong Securities Limited
|
| |
|
| |||
BNP Paribas Securities Corp.
|
| | | | | | |
BOCI Asia Limited
|
| | | | | | |
HSBC Securities (USA) Inc.
|
| | | | | | |
ICBC International Securities Limited
|
| | | | | | |
Santander US Capital Markets LLC
|
| | | | | | |
SPDB International Capital Limited
|
| | | | | | |
Total
|
| | | | | |
| | |
Total
|
| ||||||
| | |
Per ADS
|
| |
Without Option
to Purchase Additional ADSs |
| |
With Option
to Purchase Additional ADSs |
|
Initial public offering price
|
| |
$
|
| |
$
|
| |
$
|
|
Underwriting discounts and commissions paid by us from ADSs offered to the public
|
| |
$
|
| |
$
|
| |
$
|
|
Proceeds, before expenses, to us from ADSs offered to the public
|
| |
$
|
| |
$
|
| |
$
|
|
Expenses
|
| |
Amount
|
|
SEC registration fee
|
| |
US$
|
|
NYSE listing fee
|
| |
US$
|
|
FINRA filing fee
|
| |
US$
|
|
Printing and engraving expenses
|
| |
US$
|
|
Legal fees and expenses
|
| |
US$
|
|
Accounting fees and expenses
|
| |
US$
|
|
Miscellaneous costs
|
| |
US$
|
|
Total
|
| |
US$
|
|
| | |
Page
|
|
Combined and Consolidated Financial Statements for the Years Ended
December 31, 2021, 2022 and 2023 |
| | | |
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2(d)) |
| ||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 3,893,980 | | | | | | 3,561,544 | | | | | | 3,260,670 | | | | | | 459,256 | | |
Restricted cash
|
| | | | 3,986 | | | | | | 193,360 | | | | | | 844,079 | | | | | | 118,886 | | |
Notes receivable
|
| | | | 33,881 | | | | | | 148,673 | | | | | | 487,851 | | | | | | 68,712 | | |
Accounts receivable (net of allowance for doubtful accounts of RMB756, RMB1,923 and RMB3,765 as of December 31, 2021, 2022 and 2023, respectively)
|
| | | | 24,208 | | | | | | 158,581 | | | | | | 1,104,450 | | | | | | 155,559 | | |
Inventories
|
| | | | 1,214,080 | | | | | | 3,164,809 | | | | | | 5,228,689 | | | | | | 736,445 | | |
Amounts due from related parties (net of allowance for
doubtful accounts of RMB13,232, RMB9,276 and RMB4,271 as of December 31, 2021, 2022 and 2023, respectively) |
| | | | 3,848,577 | | | | | | 6,132,982 | | | | | | 7,256,861 | | | | | | 1,022,107 | | |
Prepayments and other current assets (net of allowance
for doubtful accounts of RMB110, RMB10,089 and RMB7,438 as of December 31, 2021, 2022 and 2023, respectively) |
| | | | 413,095 | | | | | | 1,240,175 | | | | | | 2,294,508 | | | | | | 323,175 | | |
Total current assets
|
| | | | 9,431,807 | | | | | | 14,600,124 | | | | | | 20,477,108 | | | | | | 2,884,140 | | |
Property, plant and equipment, net
|
| | | | 1,092,759 | | | | | | 1,953,846 | | | | | | 2,914,274 | | | | | | 410,467 | | |
Intangible assets, net
|
| | | | 36,396 | | | | | | 109,947 | | | | | | 410,912 | | | | | | 57,876 | | |
Land use rights, net
|
| | | | 54,108 | | | | | | 52,932 | | | | | | 51,755 | | | | | | 7,290 | | |
Operating lease right-of-use assets
|
| | | | 1,000,052 | | | | | | 2,077,072 | | | | | | 2,443,545 | | | | | | 344,166 | | |
Deferred tax assets
|
| | | | 75,395 | | | | | | 46,888 | | | | | | 86,395 | | | | | | 12,168 | | |
Long-term investments
|
| | | | 192,221 | | | | | | 372,952 | | | | | | 459,794 | | | | | | 64,761 | | |
Other non-current assets
|
| | | | 57,194 | | | | | | 263,555 | | | | | | 273,717 | | | | | | 38,552 | | |
Total non-current assets
|
| | | | 2,508,125 | | | | | | 4,877,192 | | | | | | 6,640,392 | | | | | | 935,280 | | |
TOTAL ASSETS
|
| | | | 11,939,932 | | | | | | 19,477,316 | | | | | | 27,117,500 | | | | | | 3,819,420 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2(d)) |
| ||||||||||||
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Short-term borrowings, including current portion of long-term borrowings
|
| | | | 663,295 | | | | | | — | | | | | | — | | | | | | — | | |
Accounts payable
|
| | | | 1,673,388 | | | | | | 3,812,825 | | | | | | 4,104,717 | | | | | | 578,137 | | |
Notes payable
|
| | | | — | | | | | | 1,503,739 | | | | | | 5,504,945 | | | | | | 775,355 | | |
Amounts due to related parties
|
| | | | 5,718,117 | | | | | | 8,343,207 | | | | | | 16,355,902 | | | | | | 2,303,681 | | |
Income tax payable
|
| | | | 4,030 | | | | | | 54,024 | | | | | | 108,083 | | | | | | 15,223 | | |
Accruals and other current liabilities
|
| | | | 2,091,673 | | | | | | 3,912,119 | | | | | | 6,243,956 | | | | | | 879,443 | | |
Total current liabilities
|
| | | | 10,150,503 | | | | | | 17,625,914 | | | | | | 32,317,603 | | | | | | 4,551,839 | | |
Operating lease liabilities, non-current
|
| | | | 786,202 | | | | | | 1,558,136 | | | | | | 1,807,159 | | | | | | 254,533 | | |
Amounts due to related parties, non-current
|
| | | | — | | | | | | 6,000,000 | | | | | | 1,100,000 | | | | | | 154,932 | | |
Other non-current liabilities
|
| | | | 70,411 | | | | | | 258,077 | | | | | | 563,001 | | | | | | 79,297 | | |
Deferred tax liability
|
| | | | 3,390 | | | | | | 8,056 | | | | | | 8,337 | | | | | | 1,174 | | |
Total non-current liabilities
|
| | | | 860,003 | | | | | | 7,824,269 | | | | | | 3,478,497 | | | | | | 489,936 | | |
TOTAL LIABILITIES
|
| | | | 11,010,506 | | | | | | 25,450,183 | | | | | | 35,796,100 | | | | | | 5,041,775 | | |
Commitments and contingencies (Note 26) | | | | | | | | | | | | | | | | | | | | | | | | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares (US$0.0002 par value, 4,873,529,415, 4,873,529,415 and 4,734,153,746 shares authorized, 2,000,000,000, 2,000,000,000 and 2,000,000,000 shares issued and outstanding as of December 31, 2021, 2022 and 2023, respectively)
|
| | | | 2,584 | | | | | | 2,584 | | | | | | 2,584 | | | | | | 364 | | |
Convertible preferred shares (US$0.0002 par value,
126,470,585, 126,470,585 and 265,846,254 shares authorized, 75,882,351, 126,470,585 and 265,846,254 shares issued and outstanding as of December 31, 2021, 2022 and 2023, respectively) |
| | | | 98 | | | | | | 162 | | | | | | 362 | | | | | | 51 | | |
Additional paid-in capital
|
| | | | 4,269,555 | | | | | | 5,705,305 | | | | | | 11,213,798 | | | | | | 1,579,430 | | |
Paid-in capital in combined companies
|
| | | | 697,517 | | | | | | — | | | | | | — | | | | | | — | | |
Accumulated deficits
|
| | | | (4,584,927) | | | | | | (12,518,706) | | | | | | (20,865,686) | | | | | | (2,938,870) | | |
Accumulated other comprehensive (loss) income
|
| | | | (46,766) | | | | | | (32,210) | | | | | | 17,555 | | | | | | 2,473 | | |
ZEEKR Intelligent Technology Holding Limited shareholders’ equity (deficit)
|
| | | | 338,061 | | | | | | (6,842,865) | | | | | | (9,631,387) | | | | | | (1,356,552) | | |
Non-controlling interest
|
| | | | 591,365 | | | | | | 869,998 | | | | | | 952,787 | | | | | | 134,197 | | |
Total Shareholder’s Equity (Deficit)
|
| | | | 929,426 | | | | | | (5,972,867) | | | | | | (8,678,600) | | | | | | (1,222,355) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | 11,939,932 | | | | | | 19,477,316 | | | | | | 27,117,500 | | | | | | 3,819,420 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2(d)) |
| ||||||||||||
Net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | |
Vehicle sales (including revenues from related parties of RMB93,985, RMB54,845 and RMB95,299 for the year ended December 31, 2021, 2022 and 2023, respectively)
|
| | | | 1,544,320 | | | | | | 19,671,247 | | | | | | 33,911,762 | | | | | | 4,776,372 | | |
Sales of batteries and other components (including revenues from
related parties of RMB2,126,680, RMB10,235,863 and RMB14,454,853 for the year ended December 31, 2021, 2022 and 2023, respectively) |
| | | | 2,128,193 | | | | | | 10,317,822 | | | | | | 14,692,617 | | | | | | 2,069,412 | | |
Research and development service and other services (including revenues from related parties of RMB2,846,500, RMB1,757,074 and RMB3,021,836 for the year ended December 31, 2021, 2022 and 2023, respectively)
|
| | | | 2,855,005 | | | | | | 1,910,379 | | | | | | 3,068,239 | | | | | | 432,152 | | |
Total revenues
|
| | | | 6,527,518 | | | | | | 31,899,448 | | | | | | 51,672,618 | | | | | | 7,277,936 | | |
Cost of revenues:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Vehicle Sales (including cost of revenues from related parties of RMB1,478,492, RMB18,583,211 and RMB28,782,677 for the year ended December 31, 2021, 2022 and 2023, respectively)
|
| | | | (1,515,797) | | | | | | (18,748,155) | | | | | | (28,831,552) | | | | | | (4,060,839) | | |
Sales of batteries and other components (including cost of
revenues from related parties of nil, nil and RMB3,508,760 for the year ended December 31, 2021, 2022 and 2023, respectively) |
| | | | (2,133,504) | | | | | | (9,226,025) | | | | | | (13,808,131) | | | | | | (1,944,835) | | |
Research and development service and other services (including cost of revenues from related parties of RMB4,378, RMB219,388 and RMB105,362 for the year ended December 31, 2021, 2022 and 2023, respectively)
|
| | | | (1,840,048) | | | | | | (1,453,218) | | | | | | (2,182,405) | | | | | | (307,385) | | |
Total cost of revenues
|
| | | | (5,489,349) | | | | | | (29,427,398) | | | | | | (44,822,088) | | | | | | (6,313,059) | | |
Gross profit
|
| | | | 1,038,169 | | | | | | 2,472,050 | | | | | | 6,850,530 | | | | | | 964,877 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development expenses
|
| | | | (3,160,304) | | | | | | (5,446,320) | | | | | | (8,369,207) | | | | | | (1,178,778) | | |
Selling, general and administrative expenses
|
| | | | (2,200,056) | | | | | | (4,245,317) | | | | | | (6,920,561) | | | | | | (974,741) | | |
Other operating income, net
|
| | | | 19,552 | | | | | | 67,764 | | | | | | 261,188 | | | | | | 36,788 | | |
Total operating expenses
|
| | | | (5,340,808) | | | | | | (9,623,873) | | | | | | (15,028,580) | | | | | | (2,116,731) | | |
Loss from operations
|
| | | | (4,302,639) | | | | | | (7,151,823) | | | | | | (8,178,050) | | | | | | (1,151,854) | | |
Interest expense
|
| | | | (53,205) | | | | | | (283,731) | | | | | | (256,081) | | | | | | (36,068) | | |
Interest income
|
| | | | 23,022 | | | | | | 112,142 | | | | | | 94,624 | | | | | | 13,328 | | |
Other (expenses) income, net
|
| | | | (184,582) | | | | | | (31,679) | | | | | | 50,587 | | | | | | 7,124 | | |
Loss before income tax expense and share of losses in equity method investments
|
| | | | (4,517,404) | | | | | | (7,355,091) | | | | | | (8,288,920) | | | | | | (1,167,470) | | |
Share of (loss) income in equity method investments
|
| | | | (16,871) | | | | | | (172,787) | | | | | | 86,842 | | | | | | 12,231 | | |
Income tax benefits (expense)
|
| | | | 19,983 | | | | | | (127,268) | | | | | | (62,113) | | | | | | (8,748) | | |
Net loss
|
| | | | (4,514,292) | | | | | | (7,655,146) | | | | | | (8,264,191) | | | | | | (1,163,987) | | |
Less: (loss) income attributable to non-controlling interest
|
| | | | (151,723) | | | | | | 278,633 | | | | | | 82,789 | | | | | | 11,661 | | |
Net loss attributable to shareholders of ZEEKR Intelligent Technology
Holding Limited |
| | | | (4,362,569) | | | | | | (7,933,779) | | | | | | (8,346,980) | | | | | | (1,175,648) | | |
Net loss per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | (1.43) | | | | | | (3.97) | | | | | | (4.17) | | | | | | (0.59) | | |
Weighted average shares used in calculating net loss per share: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted
|
| | | | 1,506,849,315 | | | | | | 2,000,000,000 | | | | | | 2,000,000,000 | | | | | | 2,000,000,000 | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2(d)) |
| ||||||||||||
Net loss
|
| | | | (4,514,292) | | | | | | (7,655,146) | | | | | | (8,264,191) | | | | | | (1,163,987) | | |
Other comprehensive loss, net of tax of nil: | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | (103,405) | | | | | | 14,556 | | | | | | 49,765 | | | | | | 7,009 | | |
Comprehensive loss
|
| | | | (4,617,697) | | | | | | (7,640,590) | | | | | | (8,214,426) | | | | | | (1,156,978) | | |
Less: comprehensive (loss) income attributable to non-controlling interest
|
| | | | (151,723) | | | | | | 278,633 | | | | | | 82,789 | | | | | | 11,661 | | |
Comprehensive loss attributable to shareholders of ZEEKR Intelligent Technology Holding
|
| | | | (4,465,974) | | | | | | (7,919,223) | | | | | | (8,297,215) | | | | | | (1,168,639) | | |
| | |
Ordinary shares
|
| |
Preferred shares
|
| |
Additional
paid-in capital |
| |
Paid-in
capital in combined companies |
| |
Retained
earnings (Accumulated deficit) |
| |
Accumulated
other comprehensive income (loss) |
| |
Total ZEEKR
Intelligent Technology Co., Ltd.’s Equity (Deficit) |
| |
Non-
controlling Interest |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||||||||||||||||||||
| | |
Number
|
| |
RMB
|
| |
Number
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||||||||||||||||||||
Balance as of January 1, 2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,417 | | | | | | 1,241,717 | | | | | | 2,075,196 | | | | | | 56,639 | | | | | | 3,379,969 | | | | | | — | | | | | | 3,379,969 | | |
Capital injection in ZEEKR Hangzhou Bay
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 500,000 | | |
Issuance of ordinary shares at the incorporation of the Company
|
| | | | 2,000,000,000 | | | | | | 2,584 | | | | | | — | | | | | | — | | | | | | 1,997,416 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,000,000 | | | | | | — | | | | | | 2,000,000 | | |
Dividend distributed to Geely Auto by ZEEKR Shanghai prior to the Reorganization
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,811,368) | | | | | | — | | | | | | (1,811,368) | | | | | | — | | | | | | (1,811,368) | | |
Conversion of advances from
parent company to paid in capital of Ningbo Viridi prior to the reorganization (Note 16) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 822,000 | | | | | | — | | | | | | — | | | | | | 822,000 | | | | | | — | | | | | | 822,000 | | |
Gain from disposal of an equity
investment to an entity under common control (Note 13) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,478 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,478 | | | | | | — | | | | | | 35,478 | | |
Gain from acquisitions of
equity-method investments from entities under common control (Note 13) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,098 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,098 | | | | | | — | | | | | | 2,098 | | |
Acquisition of ZEEKR
Hangzhou Bay in connection with the Reorganization (Note 1) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,671 | | | | | | (500,000) | | | | | | — | | | | | | — | | | | | | (485,329) | | | | | | — | | | | | | (485,329) | | |
Acquisition of ZEEKR Shanghai in connection with the Reorganization (Note 1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,032) | | | | | | (970,386) | | | | | | — | | | | | | — | | | | | | (980,418) | | | | | | — | | | | | | (980,418) | | |
Issuance of preferred shares
|
| | | | — | | | | | | — | | | | | | 75,882,351 | | | | | | 98 | | | | | | 1,934,022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,934,120 | | | | | | — | | | | | | 1,934,120 | | |
Acquisition of Ningbo Viridi in
connection with the Reorganization (Note 1) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 138,912 | | | | | | (882,000) | | | | | | — | | | | | | — | | | | | | (743,088) | | | | | | 743,088 | | | | | | — | | |
Reallocation from retained
earnings to paid in capital at CEVT (Note 16) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 486,186 | | | | | | (486,186) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,362,569) | | | | | | — | | | | | | (4,362,569) | | | | | | (151,723) | | | | | | (4,514,292) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,573 | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,573 | | | | | | — | | | | | | 150,573 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (103,405) | | | | | | (103,405) | | | | | | — | | | | | | (103,405) | | |
Balance as of December 31,
2021 |
| | | | 2,000,000,000 | | | | | | 2,584 | | | | | | 75,882,351 | | | | | | 98 | | | | | | 4,269,555 | | | | | | 697,517 | | | | | | (4,584,927) | | | | | | (46,766) | | | | | | 338,061 | | | | | | 591,365 | | | | | | 929,426 | | |
| | |
Ordinary shares
|
| |
Preferred shares
|
| |
Additional
paid-in capital |
| |
Paid-in
capital in combined companies |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income (loss) |
| |
Total ZEEKR
Intelligent Technology Co., Ltd.’s Equity (Deficit) |
| |
Non-
controlling Interest |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||||||||||||||||||||
| | |
Number
|
| |
RMB
|
| |
Number
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||||||||||||||||||||
Balance as of January 1, 2022
|
| | | | 2,000,000,000 | | | | | | 2,584 | | | | | | 75,882,351 | | | | | | 98 | | | | | | 4,269,555 | | | | | | 697,517 | | | | | | (4,584,927) | | | | | | (46,766) | | | | | | 338,061 | | | | | | 591,365 | | | | | | 929,426 | | |
Issuance of preferred shares
|
| | | | — | | | | | | — | | | | | | 50,588,234 | | | | | | 64 | | | | | | 1,268,296 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,268,360 | | | | | | — | | | | | | 1,268,360 | | |
Acquisition of CEVT in connection with the Reorganization (Note 1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43,754) | | | | | | (697,517) | | | | | | — | | | | | | — | | | | | | (741,271) | | | | | | — | | | | | | (741,271) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,933,779) | | | | | | — | | | | | | (7,933,779) | | | | | | 278,633 | | | | | | (7,655,146) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 211,208 | | | | | | — | | | | | | — | | | | | | — | | | | | | 211,208 | | | | | | — | | | | | | 211,208 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,556 | | | | | | 14,556 | | | | | | — | | | | | | 14,556 | | |
Balance as of December 31, 2022
|
| | | | 2,000,000,000 | | | | | | 2,584 | | | | | | 126,470,585 | | | | | | 162 | | | | | | 5,705,305 | | | | |
|
—
|
| | | | | (12,518,706) | | | | | | (32,210) | | | | | | (6,842,865) | | | | | | 869,998 | | | | | | (5,972,867) | | |
| | |
Ordinary shares
|
| |
Preferred shares
|
| |
Additional
paid-in capital |
| |
Paid-in
capital in combined companies |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income (loss) |
| |
Total
ZEEKR Intelligent Technology Co., Ltd.’s Equity (Deficit) |
| |
Non-
controlling Interest |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||||||||||||||||||||
| | |
Number
|
| |
RMB
|
| |
Number
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||||||||||||||||||||
Balance as of January 1, 2023
|
| | |
|
2,000,000,000
|
| | | |
|
2,584
|
| | | |
|
126,470,585
|
| | | |
|
162
|
| | | |
|
5,705,305
|
| | | | | — | | | | |
|
(12,518,706)
|
| | | |
|
(32,210)
|
| | | |
|
(6,842,865)
|
| | | |
|
869,998
|
| | | |
|
(5,972,867)
|
| |
Issuance of preferred shares
|
| | | | — | | | | | | — | | | | | | 139,375,669 | | | | | | 200 | | | | | | 5,372,844 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,373,044 | | | | | | — | | | | | | 5,373,044 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,346,980) | | | | | | — | | | | | | (8,346,980) | | | | | | 82,789 | | | | | | (8,264,191) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 135,649 | | | | | | — | | | | | | — | | | | | | — | | | | | | 135,649 | | | | | | — | | | | | | 135,649 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,765 | | | | | | 49,765 | | | | | | — | | | | | | 49,765 | | |
Balance as of December 31, 2023
|
| | | | 2,000,000,000 | | | | | | 2,584 | | | | | | 265,846,254 | | | | | | 362 | | | | | | 11,213,798 | | | | |
|
—
|
| | | | | (20,865,686) | | | | | | 17,555 | | | | | | (9,631,387) | | | | | | 952,787 | | | | | | (8,678,600) | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2(d)) |
| ||||||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | (4,514,292) | | | | | | (7,655,146) | | | | | | (8,264,191) | | | | | | (1,163,987) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Share-based compensation
|
| | | | 150,573 | | | | | | 211,208 | | | | | | 135,649 | | | | | | 19,106 | | |
Depreciation and amortization
|
| | | | 89,838 | | | | | | 239,106 | | | | | | 618,189 | | | | | | 87,070 | | |
Deferred taxes
|
| | | | (64,424) | | | | | | 33,173 | | | | | | (39,226) | | | | | | (5,525) | | |
(Gain) loss from disposal of property and equipment
|
| | | | (25) | | | | | | 194 | | | | | | 15,088 | | | | | | 2,125 | | |
Loss from disposal of intangible asset
|
| | | | — | | | | | | — | | | | | | 210 | | | | | | 30 | | |
Share of loss (income) in equity method investments
|
| | | | 16,871 | | | | | | 172,787 | | | | | | (86,842) | | | | | | (12,231) | | |
Change in fair value of derivative instruments
|
| | | | — | | | | | | 1,178 | | | | | | 358 | | | | | | 50 | | |
Foreign exchange loss (gain), net
|
| | | | 181,601 | | | | | | (91,222) | | | | | | 9,468 | | | | | | 1,334 | | |
(Reversal) provision of allowance for doubtful
accounts |
| | | | (5,454) | | | | | | 7,190 | | | | | | (5,814) | | | | | | (819) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Notes receivable
|
| | | | (30,505) | | | | | | (114,792) | | | | | | (339,178) | | | | | | (47,772) | | |
Accounts receivable
|
| | | | (13,187) | | | | | | (135,540) | | | | | | (947,711) | | | | | | (133,482) | | |
Inventories
|
| | | | (1,020,026) | | | | | | (1,950,729) | | | | | | (2,063,880) | | | | | | (290,691) | | |
Amounts due from related parties
|
| | | | (1,255,016) | | | | | | (2,292,260) | | | | | | (922,982) | | | | | | (129,999) | | |
Prepayments and other current assets
|
| | | | (62,147) | | | | | | (646,359) | | | | | | (1,041,999) | | | | | | (146,763) | | |
Operating lease right-of-use assets
|
| | | | (499,022) | | | | | | (1,077,020) | | | | | | (366,473) | | | | | | (51,617) | | |
Other non-current assets
|
| | | | (45,897) | | | | | | (369,924) | | | | | | (37,635) | | | | | | (5,301) | | |
Accounts payable
|
| | | | 1,274,719 | | | | | | 2,139,437 | | | | | | 291,892 | | | | | | 41,112 | | |
Notes payable
|
| | | | — | | | | | | 1,503,739 | | | | | | 4,001,206 | | | | | | 563,558 | | |
Amounts due to related parties
|
| | | | 4,585,508 | | | | | | 3,986,480 | | | | | | 8,482,783 | | | | | | 1,194,775 | | |
Income tax payable
|
| | | | (12,135) | | | | | | 49,994 | | | | | | 54,059 | | | | | | 7,614 | | |
Accruals and other current liabilities
|
| | | | 1,320,003 | | | | | | 1,194,669 | | | | | | 2,085,136 | | | | | | 293,685 | | |
Operating lease liabilities
|
| | | | 506,912 | | | | | | 1,082,574 | | | | | | 392,302 | | | | | | 55,255 | | |
Other non-current liabilities
|
| | | | 26,287 | | | | | | 187,666 | | | | | | 304,924 | | | | | | 42,948 | | |
Net cash provided by (used in) operating activities
|
| | | | 630,182 | | | | | | (3,523,597) | | | | | | 2,275,333 | | | | | | 320,475 | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Purchases of property, plant and equipment
|
| | | | (732,836) | | | | | | (838,068) | | | | | | (1,568,737) | | | | | | (220,952) | | |
Purchases of intangible assets
|
| | | | (22,006) | | | | | | (81,427) | | | | | | (344,663) | | | | | | (48,545) | | |
Proceeds from disposal of property and equipment
|
| | | | 297 | | | | | | 24,085 | | | | | | 28,425 | | | | | | 4,004 | | |
Proceeds from disposal of long-term investments
|
| | | | 306,240 | | | | | | 9,000 | | | | | | — | | | | | | — | | |
Payment for business combinations under common control (Note 1)
|
| | | | (1,465,747) | | | | | | (708,587) | | | | | | — | | | | | | — | | |
Investment in equity investee
|
| | | | (120,000) | | | | | | (442,017) | | | | | | — | | | | | | — | | |
Repayments of advances to related parties
|
| | | | 2,413,577 | | | | | | 30,067 | | | | | | 26,223 | | | | | | 3,693 | | |
Payment for loan to related parties
|
| | | | — | | | | | | — | | | | | | (100,000) | | | | | | (14,085) | | |
Net cash provided by (used in) investing activities
|
| | | | 379,525 | | | | | | (2,006,947) | | | | | | (1,958,752) | | | | | | (275,885) | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2(d)) |
| ||||||||||||
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of ordinary shares
|
| | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | |
Proceeds from Issuance of preferred shares (net of issuance costs of RMB1,690 and RMB2,134 for the year ended 2022 and 2023, respectively)
|
| | | | 1,934,120 | | | | | | 1,268,360 | | | | | | 5,373,044 | | | | | | 756,777 | | |
Proceeds from short-term bank borrowings
|
| | | | 447,483 | | | | | | 147,000 | | | | | | — | | | | | | — | | |
Repayment of short-term bank borrowings
|
| | | | (376,724) | | | | | | (751,359) | | | | | | — | | | | | | — | | |
Proceeds from long-term bank borrowings
|
| | | | | | | | | | 972,042 | | | | | | — | | | | | | — | | |
Repayment of long-term bank borrowings
|
| | | | | | | | | | (972,042) | | | | | | — | | | | | | — | | |
Proceeds from related party loans
|
| | | | 299,683 | | | | | | 7,800,000 | | | | | | — | | | | | | — | | |
Repayments of related party loans
|
| | | | — | | | | | | (3,090,676) | | | | | | (5,375,727) | | | | | | (757,155) | | |
Repayments of advances from related parties
|
| | | | (207,665) | | | | | | — | | | | | | — | | | | | | — | | |
Capital contribution to ZEEKR Hangzhou Bay from Geely Holding
|
| | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | |
Dividend paid by ZEEKR Shanghai prior to Reorganization
|
| | | | (1,811,833) | | | | | | — | | | | | | — | | | | | | — | | |
Net cash provided by (used in) financing activities
|
| | | | 2,785,064 | | | | | | 5,373,325 | | | | | | (2,683) | | | | | | (378) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | 3,794,771 | | | | | | (157,219) | | | | | | 313,898 | | | | | | 44,212 | | |
Cash, cash equivalents and restricted cash at beginning of year
|
| | | | 141,929 | | | | | | 3,897,966 | | | | | | 3,754,904 | | | | | | 528,867 | | |
Effect of exchange rate changes on cash, cash equivalents
and restricted cash |
| | | | (38,734) | | | | | | 14,157 | | | | | | 35,947 | | | | | | 5,063 | | |
Cash, cash equivalents and restricted cash at end of year
|
| | | | 3,897,966 | | | | | | 3,754,904 | | | | | | 4,104,749 | | | | | | 578,142 | | |
Supplementary disclosure of cash flow information: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash paid for income tax
|
| | | | 56,046 | | | | | | 80,342 | | | | | | 120,078 | | | | | | 16,913 | | |
Interest paid
|
| | | | 45,769 | | | | | | 60,808 | | | | | | 209,571 | | | | | | 29,517 | | |
Supplementary disclosure of non-cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Accrued purchases of property and equipment
|
| | | | 94,158 | | | | | | 398,648 | | | | | | 497,651 | | | | | | 70,093 | | |
Amounts due from related parties in connection with disposal of property and equipment
|
| | | | — | | | | | | — | | | | | | 122,115 | | | | | | 17,200 | | |
Amounts due to related parties in connection with acquisition of long-term investments
|
| | | | 65,017 | | | | | | — | | | | | | — | | | | | | — | | |
Conversion of advances from parent company to paid in capital
|
| | | | 822,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2(d)) |
| ||||||||||||
Cash and cash equivalents
|
| | | | 3,893,980 | | | | | | 3,561,544 | | | | | | 3,260,670 | | | | | | 459,256 | | |
Restricted cash
|
| | | | 3,986 | | | | | | 193,360 | | | | | | 844,079 | | | | | | 118,886 | | |
Total cash, cash equivalents and restricted cash
|
| | | | 3,897,966 | | | | | | 3,754,904 | | | | | | 4,104,749 | | | | | | 578,142 | | |
Name of the entity
|
| |
Place of incorporation
|
| |
Principle activities
|
|
ZEEKR Automobile (Shanghai) Co., Ltd., previously known as Shanghai Maple Guorun Automobile Company Ltd. (“ZEEKR Shanghai”) | | |
The People’s Republic of China
|
| | Investment holding company | |
ZEEKR Automobile (Ningbo Hangzhou Bay New Zone) Co., Ltd. (“ZEEKR Hangzhou Bay”) | | |
The People’s Republic of China
|
| | Managing the production and commercialization of electric vehicles | |
Viridi E-Mobility Technology (Ningbo) Co., Ltd. (“Ningbo Viridi”) | | |
The People’s Republic of China
|
| | Production and sales of electric powertrain and battery packs for electric vehicles | |
Zeekr Technology Europe AB (previously known as “China-Euro Vehicle Technology Aktiebolag”, “CEVT”) | | |
Sweden
|
| | Provision of research and development services | |
| | |
Useful lives
|
|
Buildings
|
| |
30 years
|
|
Motor vehicles
|
| |
2 to 10 years
|
|
Production facilities
|
| |
2 to 10 years
|
|
Mold and tooling
|
| |
2 to 7 years
|
|
Electronic devices, furniture and office equipment
|
| |
2 to 10 years
|
|
Leasehold improvements
|
| |
Shorter of the lease term
or estimated useful lives |
|
| | |
Useful lives
|
|
Trademark and domain name
|
| |
10 years
|
|
Software
|
| |
2 – 5 years
|
|
| | |
Year Ended
December 31, |
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Balance at beginning of the year
|
| | | | 1,813 | | | | | | 15,715 | | | | | | 178,075 | | |
Provision for warranties
|
| | | | 18,719 | | | | | | 214,793 | | | | | | 415,244 | | |
Consumption
|
| | | | (4,817) | | | | | | (52,433) | | | | | | (174,008) | | |
Balance at end of the year
|
| | | | 15,715 | | | | | | 178,075 | | | | | | 419,311 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Company A[1]
|
| | | | 32.2% | | | | | | * | | | | | | * | | |
Company B[1]
|
| | | | 12.3% | | | | | | * | | | | | | * | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Company A[1]
|
| | | | * | | | | | | 11.62% | | | | | | * | | |
Company C[1]
|
| | | | 26.7% | | | | | | 16.42% | | | | | | * | | |
Company D[1]
|
| | | | 21.2% | | | | | | 10.35% | | | | | | 12.70% | | |
Company E[1]
|
| | | | * | | | | | | 10.28% | | | | | | * | | |
Company F[1]
|
| | | | * | | | | | | * | | | | | | 18.68% | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Company A[1]
|
| | | | 18.1% | | | | | | * | | | | | | * | | |
Company G[1]
|
| | | | 15.4% | | | | | | 53.54% | | | | | | 44.79% | | |
Company H
|
| | | | 12.1% | | | | | | 13.14% | | | | | | * | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Accounts receivable
|
| | | | 24,964 | | | | | | 160,504 | | | | | | 1,108,215 | | |
Less: allowance for doubtful accounts
|
| | | | (756) | | | | | | (1,923) | | | | | | (3,765) | | |
Total Accounts receivable, net
|
| | | | 24,208 | | | | | | 158,581 | | | | | | 1,104,450 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Beginning of the year
|
| | | | 244 | | | | | | 756 | | | | | | 1,923 | | |
Provision of allowance for doubtful accounts
|
| | | | 512 | | | | | | 1,167 | | | | | | 1,842 | | |
End of the year
|
| | | | 756 | | | | | | 1,923 | | | | | | 3,765 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Raw materials
|
| | | | 375,837 | | | | | | 1,129,060 | | | | | | 733,069 | | |
Work in progress
|
| | | | 34,785 | | | | | | 48,216 | | | | | | 40,142 | | |
Finished products
|
| | | | 803,458 | | | | | | 1,987,533 | | | | | | 4,455,479 | | |
Total | | | | | 1,214,080 | | | | | | 3,164,809 | | | | | | 5,228,689 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Deferred contract costs
|
| | | | 51,151 | | | | | | 529,358 | | | | | | 425,361 | | |
Advances to suppliers
|
| | | | 93,690 | | | | | | 274,411 | | | | | | 328,484 | | |
Value-added tax recoverable
|
| | | | 207,903 | | | | | | 266,278 | | | | | | 1,249,015 | | |
Others
|
| | | | 60,351 | | | | | | 170,128 | | | | | | 291,648 | | |
Total | | | | | 413,095 | | | | | | 1,240,175 | | | | | | 2,294,508 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Beginning of the year
|
| | | | 93 | | | | | | 110 | | | | | | 10,089 | | |
Provision/(Reversal) of allowance for doubtful accounts
|
| | | | 17 | | | | | | 9,979 | | | | | | (2,651) | | |
End of the year
|
| | | | 110 | | | | | | 10,089 | | | | | | 7,438 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Buildings
|
| | | | 198,359 | | | | | | 189,023 | | | | | | 234,258 | | |
Production facilities
|
| | | | 344,752 | | | | | | 493,600 | | | | | | 746,172 | | |
Mold and tooling
|
| | | | 62,526 | | | | | | 82,973 | | | | | | 222,389 | | |
Electronic devices, furniture and office equipment
|
| | | | 88,531 | | | | | | 350,468 | | | | | | 539,559 | | |
Leasehold improvements
|
| | | | 122,590 | | | | | | 798,275 | | | | | | 1,250,036 | | |
Motor vehicles
|
| | | | 20,759 | | | | | | 75,423 | | | | | | 45,733 | | |
Subtotal | | | | | 837,517 | | | | | | 1,989,762 | | | | | | 3,038,147 | | |
Less: accumulated depreciation
|
| | | | (219,762) | | | | | | (448,335) | | | | | | (882,141) | | |
Property, plant and equipment, net
|
| | | | 617,755 | | | | | | 1,541,427 | | | | | | 2,156,006 | | |
Construction in progress
|
| | | | 475,004 | | | | | | 412,419 | | | | | | 758,268 | | |
Total | | | | | 1,092,759 | | | | | | 1,953,846 | | | | | | 2,914,274 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Software
|
| | | | 167,373 | | | | | | 248,498 | | | | | | 532,696 | | |
Trademark and domain name
|
| | | | 200 | | | | | | 502 | | | | | | 1,429 | | |
Subtotal | | | | | 167,573 | | | | | | 249,000 | | | | | | 534,125 | | |
Less: accumulated amortization | | | | | | | | | | | | | | | | | | | |
Software
|
| | | | (131,160) | | | | | | (138,994) | | | | | | (123,081) | | |
Trademark and domain name
|
| | | | (17) | | | | | | (59) | | | | | | (132) | | |
Accumulated amortization
|
| | | | (131,177) | | | | | | (139,053) | | | | | | (123,213) | | |
Total intangible assets, net
|
| | | | 36,396 | | | | | | 109,947 | | | | | | 410,912 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Land use right
|
| | | | 58,813 | | | | | | 58,813 | | | | | | 58,813 | | |
Less: accumulated amortization
|
| | | | (4,705) | | | | | | (5,881) | | | | | | (7,058) | | |
Total land use rights, net
|
| | | | 54,108 | | | | | | 52,932 | | | | | | 51,755 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Lease cost | | | | | | | | | | | | | | | | | | | |
Operating lease cost
|
| | | | 148,712 | | | | | | 451,723 | | | | | | 722,947 | | |
Short Term lease cost
|
| | | | 26,253 | | | | | | 111,488 | | | | | | 161,382 | | |
Total lease cost
|
| | | | 174,965 | | | | | | 563,211 | | | | | | 884,329 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Cash paid for amounts included in measurement of liabilities:
|
| | | | | | | | | | | | | | | | | | |
Operating cash flows from operating leases
|
| | | | 145,233 | | | | | | 439,994 | | | | | | 703,282 | | |
Non-cash investing activities: | | | | | |||||||||||||||
Right-of-use assets obtained in exchange for lease liabilities:
|
| | | | | | | | | | | | | | | | | | |
Operating leases
|
| | | | 627,957 | | | | | | 1,227,674 | | | | | | 1,006,598 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Operating Leases | | | | | | | | | | | | | | | | | | | |
Operating lease right-of-use assets, net
|
| | | | 1,000,052 | | | | | | 2,077,072 | | | | | | 2,443,545 | | |
Total operating lease assets
|
| | | | 1,000,052 | | | | | | 2,077,072 | | | | | | 2,443,545 | | |
Operating lease liabilities, current
|
| | | | 211,562 | | | | | | 522,201 | | | | | | 665,481 | | |
Operating lease liabilities, non-current
|
| | | | 786,202 | | | | | | 1,558,136 | | | | | | 1,807,159 | | |
Total operating lease liabilities
|
| | | | 997,764 | | | | | | 2,080,337 | | | | | | 2,472,640 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
Weighted-average remaining lease term (months) | | | | | | | | | | | | | | | | | | | |
Operating leases
|
| | | | 55 | | | | | | 52 | | | | | | 59 | | |
Weighted-average discount rate | | | | | | | | | | | | | | | | | | | |
Operating leases
|
| | | | 3.6% | | | | | | 3.5% | | | | | | 3.7% | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Within one year
|
| | | | 234,204 | | | | | | 577,726 | | | | | | 729,220 | | |
Within a period of more than one year but not more than two years
|
| | | | 214,493 | | | | | | 498,256 | | | | | | 550,722 | | |
Within a period of more than two years but not more than three years
|
| | | | 183,483 | | | | | | 344,435 | | | | | | 417,893 | | |
Within a period of more than three years but not more than
four years |
| | | | 126,914 | | | | | | 281,760 | | | | | | 295,985 | | |
Within a period of more than four years but not more than five years
|
| | | | 105,334 | | | | | | 192,580 | | | | | | 228,292 | | |
More than five years
|
| | | | 229,149 | | | | | | 376,745 | | | | | | 574,924 | | |
Total lease commitment
|
| | | | 1,093,577 | | | | | | 2,271,502 | | | | | | 2,797,036 | | |
Less: Imputed interest
|
| | | | 95,813 | | | | | | 191,165 | | | | | | 324,396 | | |
Total operating lease liabilities
|
| | | | 997,764 | | | | | | 2,080,337 | | | | | | 2,472,640 | | |
Less: Current operating lease liabilities
|
| | | | 211,562 | | | | | | 522,201 | | | | | | 665,481 | | |
Long-term operating lease liabilities
|
| | | | 786,202 | | | | | | 1,558,136 | | | | | | 1,807,159 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Equity method investments: | | | | | | | | | | | | | | | |||||
Guangdong Xinyueneng Semiconductor Co., Ltd. (“Xinyueneng”)
|
| | | | 116,298 | | | | | | 127,408 | | | | | | 93,528 | | |
Time Geely Power Battery Co., Ltd. (“Time Geely”)
|
| | | | 61,675 | | | | | | 169,443 | | | | | | 356,274 | | |
Zhejiang Haohan Energy Technology Co., Ltd. (“Zhejiang Haohan”)
|
| | | | 5,248 | | | | | | 76,101 | | | | | | 9,992 | | |
Equity investments without readily determinable fair values
|
| | | | 9,000 | | | | | | — | | | | | | — | | |
Total Long-term Investments
|
| | | | 192,221 | | | | | | 372,952 | | | | | | 459,794 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Short-term borrowings
|
| | | | 410,319 | | | | | | — | | | | | | — | | |
Long-term borrowings, current portion
|
| | | | 252,976 | | | | | | — | | | | | | — | | |
Total borrowings
|
| | |
|
663,295
|
| | | | | — | | | | | | — | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Accrued payroll and welfare expenses
|
| | | | 792,875 | | | | | | 1,275,732 | | | | | | 1,779,798 | | |
Accrued marketing expenses
|
| | | | 427,290 | | | | | | 467,480 | | | | | | 908,650 | | |
Payables for research and development expenses
|
| | | | 951 | | | | | | 128,410 | | | | | | 845,661 | | |
Operating lease liabilities, current
|
| | | | 211,562 | | | | | | 522,201 | | | | | | 665,481 | | |
Payables for purchase of property, plant and equipment
|
| | | | 75,776 | | | | | | 385,963 | | | | | | 479,327 | | |
Other tax payable
|
| | | | 84,903 | | | | | | 131,659 | | | | | | 324,560 | | |
Advances from customers
|
| | | | 118,160 | | | | | | 145,800 | | | | | | 162,031 | | |
Current portion of deferred revenue
|
| | | | 44,333 | | | | | | 223,070 | | | | | | 132,672 | | |
Deposits from vendors
|
| | | | 29,727 | | | | | | 86,109 | | | | | | 118,571 | | |
Others
|
| | | | 306,096 | | | | | | 545,695 | | | | | | 827,205 | | |
Total | | | | | 2,091,673 | | | | | | 3,912,119 | | | | | | 6,243,956 | | |
| | |
ZEEKR
Hangzhou Bay |
| |
ZEEKR
Shanghai |
| |
Ningbo Viridi
|
| |
CEVT
|
| |
Total
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Balance as of January 1, 2021
|
| | | | — | | | | | | 970,386 | | | | | | 60,000 | | | | | | 211,331 | | | | | | 1,241,717 | | |
Capital injection in ZEEKR Hangzhou
Bay(1) |
| | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | |
Liabilities exemption from shareholder(2)
|
| | | | — | | | | | | — | | | | | | 822,000 | | | | | | — | | | | | | 822,000 | | |
Acquisition of ZEEKR Hangzhou
Bay by the Group |
| | | | (500,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | (500,000) | | |
Acquisition of ZEEKR Shanghai by the Group
|
| | | | — | | | | | | (970,386) | | | | | | — | | | | | | — | | | | | | (970,386) | | |
Acquisition of Ningbo Viridi by the Group
|
| | | | — | | | | | | — | | | | | | (882,000) | | | | | | — | | | | | | (882,000) | | |
Reallocation to paid-in-capital(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 486,186 | | | | | | 486,186 | | |
Balance as of December 31, 2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | 697,517 | | | | | | 697,517 | | |
Acquisition of CEVT by the Group
|
| | | | — | | | | | | — | | | | | | — | | | | | | (697,517) | | | | | | (697,517) | | |
Balance as of December 31, 2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Vehicle sales
|
| | | | 1,544,320 | | | | | | 19,671,247 | | | | | | 33,911,762 | | |
Sales of batteries and other components
|
| | | | 2,128,193 | | | | | | 10,317,822 | | | | | | 14,692,617 | | |
Research and development service and other services
|
| | | | 2,855,005 | | | | | | 1,910,379 | | | | | | 3,068,239 | | |
Total | | | | | 6,527,518 | | | | | | 31,899,448 | | | | | | 51,672,618 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Revenue recognized at a point in time
|
| | | | 6,524,949 | | | | | | 31,824,262 | | | | | | 51,483,334 | | |
Revenue recognized over time
|
| | | | 2,569 | | | | | | 75,186 | | | | | | 189,284 | | |
Total | | | | | 6,527,518 | | | | | | 31,899,448 | | | | | | 51,672,618 | | |
| | |
Accounts
receivable |
| |
Contract
liabilities, current and non-current |
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Balance as of January 1, 2021
|
| | | | 11,687 | | | | | | 8,555 | | |
Increase, net
|
| | | | 12,521 | | | | | | 57,972 | | |
Balance as of December 31, 2021
|
| | | | 24,208 | | | | | | 66,527 | | |
Increase, net
|
| | | | 134,373 | | | | | | 358,961 | | |
Balance as of December 31, 2022
|
| | | | 158,581 | | | | | | 425,488 | | |
Increase, net
|
| | | | 945,869 | | | | | | 287,610 | | |
Ending Balance as of December 31, 2023
|
| | | | 1,104,450 | | | | | | 713,098 | | |
| | |
Number of
restricted share units |
| |
Weighted
average grant date fair value per share |
| ||||||
| | | | | | | | |
RMB
|
| |||
Unvested at January 1, 2021
|
| | | | — | | | | | | — | | |
Granted
|
| | | | 56,560,400 | | | | | | 11.4 | | |
Vested
|
| | | | — | | | | | | — | | |
Forfeited
|
| | | | 3,595,600 | | | | | | 11.4 | | |
Unvested at January 1, 2022
|
| | | | 52,964,800 | | | | | | 11.4 | | |
Granted | | | | | 37,957,156 | | | | | | 19.1 | | |
Vested | | | | | — | | | | | | — | | |
Forfeited | | | | | 4,894,880 | | | | | | 11.4 | | |
Unvested at January 1, 2023
|
| | | | 86,027,076 | | | | | | 14.8 | | |
Granted
|
| | | | 17,955,300 | | | | | | 32.2 | | |
Vested
|
| | |
|
—
|
| | | |
|
—
|
| |
Forfeited
|
| | | | 10,970,645 | | | | | | 16.3 | | |
Unvested at December 31, 2023
|
| | | | 93,011,731 | | | | | | 17.9 | | |
Expected to vest at December 31, 2023
|
| | | | 78,662,710 | | | | | | 17.3 | | |
| | |
Year ended
December 31, 2021 |
| |
Year ended
December 31, 2023 |
|
Grant date fair value of the underlying share
(HKD per share) |
| |
31.2
|
| |
9.34
|
|
Exercise price (HKD per share)
|
| |
32.7
|
| |
9.56
|
|
Expected term
|
| |
7 years
|
| |
8 years
|
|
Expected volatility
|
| |
48.66%
|
| |
46.20%
|
|
Expected dividend yield
|
| |
2%
|
| |
1.49%
|
|
Risk free rate
|
| |
0.55%
|
| |
3.74%
|
|
Exercise multiple
|
| |
2.8
|
| |
1.5
|
|
Expected forfeit rate
|
| |
8.3%
|
| |
7.0%
|
|
| | |
Number of
options |
| |
Weighted
average exercise price |
| |
Weighted
average remaining contractual term |
| |
Weighted
average grant date fair value |
| |
Aggregate
intrinsic value |
| |||||||||||||||
| | | | | | | | |
RMB
|
| |
Years
|
| |
RMB
|
| |
RMB
|
| ||||||||||||
Outstanding at January 1, 2021
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Granted
|
| | | | 63,520,000 | | | | | | 27.3 | | | | | | | | | | | | 10.0 | | | | | | | | |
Exercised
|
| | |
|
—
|
| | | |
|
—
|
| | | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | 7,100,000 | | | | | | 27.3 | | | | | | | | | | | | 10.0 | | | | | | | | |
Outstanding at January 1, 2022
|
| | | | 56,420,000 | | | | | | 27.3 | | | | | | 6.0 | | | | | | 10.0 | | | | | | — | | |
Granted
|
| | | | — | | | | |
|
—
|
| | | | | | | | | | | | | | | | | | | |
Transferred
|
| | | | 5,330,000 | | | | | | 27.3 | | | | | | | | | | | | 10.0 | | | | | | | | |
Exercised
|
| | | | — | | | | |
|
—
|
| | | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | 8,320,000 | | | | | | 27.3 | | | | | | | | | | | | 10.0 | | | | | | | | |
Outstanding at January 1, 2023
|
| | | | 53,430,000 | | | | | | 27.3 | | | | | | 5.0 | | | | | | 10.0 | | | | | | — | | |
Granted
|
| | | | 9,300,000 | | | | | | 8.7 | | | | | | | | | | | | 3.9 | | | | | | | | |
Transferred
|
| | | | 1,495,000 | | | | | | 26.1 | | | | | | | | | | | | 9.6 | | | | | | | | |
Exercised
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
Forfeited
|
| | | | 2,150,000 | | | | | | 27.3 | | | | | | | | | | | | 10.0 | | | | | | | | |
Outstanding at December 31, 2023
|
| | | | 62,075,000 | | | | | | 24.5 | | | | | | 4.6 | | | | | | 9.1 | | | | | | — | | |
Expected to vest at December 31, 2023
|
| | | | 53,925,780 | | | | | | 24.8 | | | | | | 4.5 | | | | | | 9.2 | | | | | | — | | |
Exercisable at December 31, 2023
|
| | | | 10,576,000 | | | | | | 27.3 | | | | | | 4.0 | | | | | | 10.0 | | | | | | — | | |
| | |
Number of
restricted share units |
| |
Weighted average
grant date fair value per share |
| ||||||
| | | | | | | | |
RMB
|
| |||
Unvested at January 1, 2021
|
| | | | — | | | | | | — | | |
Granted
|
| | | | 9,128,000 | | | | | | 22.3 | | |
Vested
|
| | |
|
—
|
| | | |
|
—
|
| |
Forfeited
|
| | | | 732,195 | | | | | | 22.3 | | |
Unvested at January 1, 2022
|
| | | | 8,395,805 | | | | | | 22.3 | | |
Granted
|
| | |
|
—
|
| | | |
|
—
|
| |
Transferred
|
| | | | 2,224,000 | | | | | | 22.3 | | |
Vested
|
| | | | 2,411,489 | | | | | | 22.3 | | |
Forfeited
|
| | | | 720,316 | | | | | | 22.3 | | |
Unvested at January 1, 2023
|
| | | | 7,488,000 | | | | | | 22.3 | | |
Granted
|
| | |
|
—
|
| | | |
|
—
|
| |
Transferred
|
| | | | 178,000 | | | | | | 22.3 | | |
Vested
|
| | | | 503,000 | | | | | | 22.3 | | |
Forfeited
|
| | | | 2,309,000 | | | | | | 22.3 | | |
Unvested at December 31, 2023
|
| | | | 4,854,000 | | | | | | 22.3 | | |
Expected to vest at December 31, 2023
|
| | | | 3,918,351 | | | | | | 22.3 | | |
| | |
Year Ended
December 31, |
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Cost of revenues
|
| | | | 1,097 | | | | | | 30,499 | | | | | | 12,591 | | |
Selling, general and administrative
|
| | | | 40,014 | | | | | | 59,913 | | | | | | 50,812 | | |
Research and development
|
| | | | 109,462 | | | | | | 120,796 | | | | | | 72,246 | | |
Total | | | | | 150,573 | | | | | | 211,208 | | | | | | 135,649 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
Statutory income tax rate
|
| | | | 25.0% | | | | | | 25.0% | | | | | | 25.0% | | |
Non-deductible expenses
|
| | | | (1.0)% | | | | | | (0.8)% | | | | | | (0.3)% | | |
Additional tax deduction for qualified research and development expenses
|
| | | | 0.6% | | | | | | 0.9% | | | | | | 1.7% | | |
Non-taxable income
|
| | | | —% | | | | | | —% | | | | | | 0.4% | | |
Tax effect of preferential tax rate
|
| | | | (0.9)% | | | | | | 0.8% | | | | | | (0.3)% | | |
Effect on tax rates in different tax jurisdiction
|
| | | | 0.1% | | | | | | 0.1% | | | | | | (0.6)% | | |
Change in valuation allowance
|
| | | | (23.3)% | | | | | | (27.8)% | | | | | | (27.2)% | | |
Others
|
| | | | —% | | | | | | 0.1% | | | | | | 0.5% | | |
Income tax expense
|
| | | | 0.5% | | | | | | (1.7)% | | | | | | (0.8)% | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Current income tax expense
|
| | | | 40,833 | | | | | | 96,321 | | | | | | 103,865 | | |
Deferred income tax (benefit)/expense
|
| | | | (60,816) | | | | | | 30,947 | | | | | | (41,752) | | |
Total | | | | | (19,983) | | | | | | 127,268 | | | | | | 62,113 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Deferred tax assets | | | | | | | | | | | | | | | | | | | |
Net operating loss carry-forwards
|
| | | | 317,032 | | | | | | 1,097,086 | | | | | | 1,339,819 | | |
Development Expense
|
| | | | 695,922 | | | | | | 1,825,814 | | | | | | 3,419,526 | | |
Accrued expenses
|
| | | | 37,872 | | | | | | 171,221 | | | | | | 355,956 | | |
Inter-group unrealized profits
|
| | | | 10 | | | | | | 58,679 | | | | | | 194,486 | | |
Depreciation and amortization
|
| | | | 9,625 | | | | | | 32,074 | | | | | | 150,217 | | |
Others
|
| | | | 76,209 | | | | | | 13,408 | | | | | | 6,415 | | |
Total deferred tax assets
|
| | | | 1,136,670 | | | | | | 3,198,282 | | | | | | 5,466,419 | | |
Valuation allowance
|
| | | | (1,061,275) | | | | | | (3,151,394) | | | | | | (5,380,024) | | |
Total deferred tax assets, net
|
| | | | 75,395 | | | | | | 46,888 | | | | | | 86,395 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
The aggregate effect
|
| | | | 38,631 | | | | | | (63,325) | | | | | | — | | |
Per share effect – basic and diluted
|
| | | | 0.03 | | | | | | (0.03) | | | | | | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Balance at beginning of the year
|
| | | | 3,421 | | | | | | 1,061,275 | | | | | | 3,151,394 | | |
Additions | | | | | 1,057,854 | | | | | | 2,090,119 | | | | | | 2,228,630 | | |
Balance at end of the year
|
| | | | 1,061,275 | | | | | | 3,151,394 | | | | | | 5,380,024 | | |
Name of Entity or Individual
|
| |
Relationship with the Company
|
|
Geely Automobile Holdings Limited (“Geely Auto”) | | | Shareholder of the Company | |
Zhejiang Geely Holding Group Company Limited (“Geely Holding”) | | | Shareholder of the Company | |
Subsidiaries of Geely Holding | | | Companies controlled by Geely Holding, excluding Geely Auto and its subsidiaries | |
Affiliates of Geely Auto | | | Companies significantly influenced by Geely Auto | |
Subsidiaries of Geely Auto | | | Companies controlled by Geely Auto | |
Zhejiang Haohan, Time Geely and Xinyueneng | | | Equity investees of the Group | |
Nature of transactions
|
| |
Relationship with the Group
|
| |
Year Ended December 31,
|
| |||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| ||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Revenue from vehicle sales
|
| | Geely Holding | | | | | — | | | | | | 1,350 | | | | | | 5,234 | | |
| | | Subsidiaries of Geely Auto | | | | | — | | | | | | 2,649 | | | | | | 5,072 | | |
| | |
Subsidiaries of Geely Holding
|
| | | | 86,534 | | | | | | 50,597 | | | | | | 82,793 | | |
| | | Affiliates of Geely Auto | | | | | 7,451 | | | | | | — | | | | | | — | | |
| | |
Equity Investees of the Group
|
| | | | — | | | | | | 249 | | | | | | 2,200 | | |
| | | | | | | | 93,985 | | | | | | 54,845 | | | | | | 95,299 | | |
Revenue of research and development and other services
|
| | Geely Holding | | | | | — | | | | | | 156 | | | | | | 363,181 | | |
| | | Subsidiaries of Geely Auto | | | | | 1,933 | | | | | | 7,755 | | | | | | 1,776 | | |
| | |
Subsidiaries of Geely Holding
|
| | | | 2,841,605 | | | | | | 1,660,387 | | | | | | 2,134,587 | | |
| | | Affiliates of Geely Auto | | | | | 2,962 | | | | | | 87,020 | | | | | | 522,292 | | |
| | |
Equity Investees of the Group
|
| | | | — | | | | | | 1,756 | | | | | | — | | |
| | | | | | | | 2,846,500 | | | | | | 1,757,074 | | | | | | 3,021,836 | | |
Revenue of sales of batteries and other components
|
| | Subsidiaries of Geely Auto | | | | | 942,375 | | | | | | 1,802,779 | | | | | | 3,262,575 | | |
| | |
Subsidiaries of Geely Holding
|
| | | | 807,527 | | | | | | 6,667,075 | | | | | | 8,461,837 | | |
| | | Affiliates of Geely Auto | | | | | 376,778 | | | | | | 1,663,519 | | | | | | 2,730,324 | | |
| | |
Equity Investees of the Group
|
| | | | — | | | | | | 102,490 | | | | | | 117 | | |
| | | | | | | | 2,126,680 | | | | | | 10,235,863 | | | | | | 14,454,853 | | |
Nature of balances
|
| |
Relationship with the Group
|
| |
As of December 31,
|
| |||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| ||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Amounts due from related parties relating to operating activities
|
| | Geely Holding | | | | | 129 | | | | | | 652 | | | | | | 589 | | |
| | | Subsidiaries of Geely Auto | | | | | 100,603 | | | | | | 673,184 | | | | | | 543,298 | | |
| | |
Subsidiaries of Geely Holding
|
| | | | 3,651,651 | | | | | | 4,899,856 | | | | | | 4,180,105 | | |
| | | Affiliates of Geely Auto | | | | | 39,904 | | | | | | 506,197 | | | | | | 2,301,831 | | |
| | |
Equity Investees of the Group
|
| | | | — | | | | | | 26,870 | | | | | | 8,923 | | |
| | | | | | | | 3,792,287 | | | | | | 6,106,759 | | | | | | 7,034,746 | | |
Amounts due from related parties relating to disposal of PPE
|
| |
Subsidiaries of Geely Holding
|
| | | | — | | | | | | — | | | | | | 122,115 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Beginning of the year
|
| | | | 19,215 | | | | | | 13,232 | | | | | | 9,276 | | |
Reversal of allowance for doubtful accounts
|
| | | | (5,983) | | | | | | (3,956) | | | | | | (5,005) | | |
End of the year
|
| | | | 13,232 | | | | | | 9,276 | | | | | | 4,271 | | |
Nature of transactions
|
| |
Relationship with the Group
|
| |
Year Ended December 31,
|
| |||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| ||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Loans and advances to related parties
|
| | Subsidiaries of Geely Auto(1) | | | | | 56,290 | | | | | | 26,223 | | | | | | — | | |
| | |
Equity Investees of the Group(2)
|
| | | | — | | | | | | — | | | | | | 100,000 | | |
| | | | | | | | 56,290 | | | | | | 26,223 | | | | | | 100,000 | | |
Nature of transactions
|
| |
Relationship with the Group
|
| |
Year Ended December 31,
|
| |||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| ||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Purchases of vehicles and vehicle related parts(1)
|
| | Subsidiary of Geely Holding | | | | | 1,626,046 | | | | | | 18,605,099 | | | | | | 25,550,683 | | |
| | | Affiliates of Geely Auto | | | | | 17,100 | | | | | | — | | | | | | 4,244,910 | | |
| | |
Equity Investees of the Group
|
| | | | — | | | | | | 196,570 | | | | | | 147,501 | | |
| | | | | | | | 1,643,146 | | | | | | 18,801,669 | | | | | | 29,943,094 | | |
Purchase of batteries and other components related
|
| | Subsidiary of Geely Auto | | | | | — | | | | | | — | | | | | | 13,190 | | |
| | | Subsidiary of Geely Holding | | | | | — | | | | | | — | | | | | | 3,494,664 | | |
| | |
Equity Investees of the Group
|
| | | | — | | | | | | — | | | | | | 21,292 | | |
| | | | | | | | — | | | | | | — | | | | | | 3,529,146 | | |
Nature of transactions
|
| |
Relationship with the Group
|
| |
Year Ended December 31,
|
| |||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| ||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Purchases of property and
equipment and intangible assets |
| | Geely Holding | | | | | — | | | | | | 4 | | | | | | — | | |
| | | Subsidiaries of Geely Auto | | | | | 73,623 | | | | | | 19,950 | | | | | | 26,458 | | |
| | | Subsidiaries of Geely Holding | | | | | 78,459 | | | | | | 86,573 | | | | | | 105,430 | | |
| | | Affiliates of Geely Auto | | | | | 374 | | | | | | 261 | | | | | | 10 | | |
| | | Equity Investees of the Group | | | | | — | | | | | | 14,486 | | | | | | 9,026 | | |
| | | | | | | | 152,456 | | | | | | 121,274 | | | | | | 140,924 | | |
Purchases of services
|
| | Geely Holding | | | | | 1,931 | | | | | | 946 | | | | | | 8,356 | | |
| | |
Subsidiaries of Geely Holding(2)
|
| | | | 2,168,988 | | | | | | 2,538,828 | | | | | | 2,895,071 | | |
| | | Subsidiaries of Geely Auto | | | | | 70,852 | | | | | | 485,390 | | | | | | 224,795 | | |
| | | Affiliates of Geely Auto | | | | | 18,083 | | | | | | 48,210 | | | | | | 110,180 | | |
| | | Equity Investees of the Group | | | | | — | | | | | | 3,041 | | | | | | 27,559 | | |
| | | | | | | | 2,259,854 | | | | | | 3,076,415 | | | | | | 3,265,961 | | |
Interest expense
|
| | Geely Holding | | | | | 9,987 | | | | | | 11,976 | | | | | | 2,926 | | |
| | | Subsidiaries of Geely Holding | | | | | — | | | | | | 187,435 | | | | | | 169,636 | | |
| | | Subsidiaries of Geely Auto | | | | | — | | | | | | — | | | | | | 2,680 | | |
| | | Equity Investees of the Group | | | | | — | | | | | | — | | | | | | 762 | | |
| | | | | | | | 9,987 | | | | | | 199,411 | | | | | | 176,004 | | |
Nature of balances
|
| |
Relationship with the Group
|
| |
As of December 31,
|
| |||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| ||||||||||||||
| | | | | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Amounts due to related parties relating to operating activities
|
| | Geely Holding | | | | | 155 | | | | | | 23,742 | | | | | | 4,417 | | |
| | | Subsidiaries of Geely Auto | | | | | 147,585 | | | | | | 213,222 | | | | | | 400,046 | | |
| | | Subsidiaries of Geely Holding(2) | | | | | 3,510,681 | | | | | | 7,536,479 | | | | | | 13,964,064 | | |
| | | Affiliates of Geely Auto | | | | | 209,894 | | | | | | 19,875 | | | | | | 1,914,689 | | |
| | | Equity Investees of the Group | | | | | — | | | | | | 61,477 | | | | | | 54,362 | | |
| | | | | | | | 3,868,315 | | | | | | 7,854,795 | | | | | | 16,337,578 | | |
Amounts due to related parties relating to financing activities
|
| | Geely Holding(3) | | | | | 1,290,677 | | | | | | — | | | | | | — | | |
| | |
Subsidiaries of Geely Holding(3)(4)
|
| | | | 475,726 | | | | | | 6,475,727 | | | | | | 1,100,000 | | |
| | | | | | | | 1,766,403 | | | | | | 6,475,727 | | | | | | 1,100,000 | | |
Amounts due to related parties in connection with acquisition of long-term investments and purchases of property and equipment
|
| | Subsidiaries of Geely Auto | | | | | 69,060 | | | | | | — | | | | | | 1,028 | | |
| | | Subsidiaries of Geely Holding | | | | | 14,339 | | | | | | 12,685 | | | | | | 17,296 | | |
| | | | | | | | 83,399 | | | | | | 12,685 | | | | | | 18,324 | | |
| | |
Year Ended December 31,
|
| | |||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| | |||||||||||
Numerator | | | | | | | | | | | | | | | | | | | | | | |
Net loss from consolidated entities
|
| | | | (2,299,923) | | | | | | (7,651,854) | | | | | | (8,264,191) | | | | ||
Net (loss)/income in Ningbo Viridi attributable to NCI
|
| | | | (151,723) | | | | | | 278,633 | | | | | | 82,789 | | | | ||
Net loss of ZEEKR attributable to ordinary shareholders
|
| | | | (2,148,200) | | | | | | (7,930,487) | | | | | | (8,346,980) | | | | ||
Denominator | | | | | | | | | | | | | | | | | | | | | ||
Weighted average number of ordinary shares outstanding-basic and diluted
|
| | | | 1,506,849,315 | | | | | | 2,000,000,000 | | | | | | 2,000,000,000 | | | | ||
Basic net loss per share attributable to ordinary shareholders
|
| | | | (1.43) | | | | | | (3.97) | | | | | | (4.17) | | | | ||
Diluted net loss per share attributable to ordinary shareholders
|
| | | | (1.43) | | | | | | (3.97) | | | | | | (4.17) | | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
Number
|
| |
Number
|
| |
Number
|
| |||||||||
Shares issuable upon exercise of restricted share units
|
| | | | 52,964,800 | | | | | | 86,027,076 | | | | | | 93,011,731 | | |
Series Pre-A preferred shares
|
| | | | 75,882,351 | | | | | | 126,470,585 | | | | | | 126,470,585 | | |
Series A Preferred Shares
|
| | | | — | | | | | | — | | | | | | 139,375,669 | | |
| | |
Year Ended December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
ZEEKR
|
| |
Viridi
|
| |
CEVT
|
| |
Elimination
|
| |
Consolidation
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Revenues
|
| | | | 1,821,130 | | | | | | 2,521,951 | | | | | | 2,760,362 | | | | | | (575,925) | | | | | | 6,527,518 | | |
Cost of revenues
|
| | | | (1,744,563) | | | | | | (2,481,524) | | | | | | (1,807,451) | | | | | | 544,189 | | | | | | (5,489,349) | | |
Segment profit
|
| | | | 76,567 | | | | | | 40,427 | | | | | | 952,911 | | | | | | (31,736) | | | | | | 1,038,169 | | |
| | |
Year Ended December 31, 2022
|
| |||||||||||||||||||||||||||
| | |
ZEEKR
|
| |
Viridi
|
| |
CEVT
|
| |
Elimination
|
| |
Consolidation
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Revenues
|
| | | | 20,630,041 | | | | | | 12,799,124 | | | | | | 2,439,927 | | | | | | (3,969,644) | | | | | | 31,899,448 | | |
Cost of revenues
|
| | | | (19,587,442) | | | | | | (11,628,709) | | | | | | (1,958,945) | | | | | | 3,747,698 | | | | | | (29,427,398) | | |
Segment profit
|
| | | | 1,042,599 | | | | | | 1,170,415 | | | | | | 480,982 | | | | | | (221,946) | | | | | | 2,472,050 | | |
| | |
Year Ended December 31, 2023
|
| |||||||||||||||||||||||||||
| | |
ZEEKR
|
| |
Viridi
|
| |
CEVT
|
| |
Elimination
|
| |
Consolidation
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Net revenues
|
| | | | 35,614,648 | | | | | | 18,203,200 | | | | | | 2,259,127 | | | | | | (4,404,357) | | | | | | 51,672,618 | | |
Cost of revenues
|
| | | | (29,822,710) | | | | | | (17,248,985) | | | | | | (1,994,036) | | | | | | 4,243,643 | | | | | | (44,822,088) | | |
Segment profit
|
| | | | 5,791,938 | | | | | | 954,215 | | | | | | 265,091 | | | | | | (160,714) | | | | | | 6,850,530 | | |
| | |
Year Ended December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
ZEEKR
|
| |
Viridi
|
| |
CEVT
|
| |
Elimination
|
| |
Consolidation
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Total Assets
|
| | | | 7,748,554 | | | | | | 4,060,704 | | | | | | 3,759,074 | | | | | | (3,628,400) | | | | | | 11,939,932 | | |
| | |
Year Ended December 31, 2022
|
| |||||||||||||||||||||||||||
| | |
ZEEKR
|
| |
Viridi
|
| |
CEVT
|
| |
Elimination
|
| |
Consolidation
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Total Assets
|
| | | | 9,618,203 | | | | | | 9,708,876 | | | | | | 3,567,993 | | | | | | (3,417,756) | | | | | | 19,477,316 | | |
| | |
Year Ended December 31, 2023
|
| |||||||||||||||||||||||||||
| | |
ZEEKR
|
| |
Viridi
|
| |
CEVT
|
| |
Elimination
|
| |
Consolidation
|
| |||||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||||||||
Total Assets
|
| | | | 16,746,231 | | | | | | 12,058,165 | | | | | | 3,189,275 | | | | | | (4,876,171) | | | | | | 27,117,500 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Total gross profit for reportable segments
|
| | | | 1,038,169 | | | | | | 2,472,050 | | | | | | 6,850,530 | | |
Unallocated amounts* | | | | | | | | | | | | | | | | | | | |
Research and development expenses
|
| | | | (3,160,304) | | | | | | (5,446,320) | | | | | | (8,369,207) | | |
Selling, General and administrative expenses
|
| | | | (2,200,056) | | | | | | (4,245,317) | | | | | | (6,920,561) | | |
Other operating income, net
|
| | | | 19,552 | | | | | | 67,764 | | | | | | 261,188 | | |
Interest expense
|
| | | | (53,205) | | | | | | (283,731) | | | | | | (256,081) | | |
Interest income
|
| | | | 23,022 | | | | | | 112,142 | | | | | | 94,624 | | |
Other (expenses) income, net
|
| | | | (184,582) | | | | | | (31,679) | | | | | | 50,587 | | |
Loss before income tax expense and share of losses in equity
method investments |
| | | | (4,517,404) | | | | | | (7,355,091) | | | | | | (8,288,920) | | |
| | |
Year Ended December 31, 2021
|
| |||||||||||||||
| | |
China
|
| |
Europe
|
| |
Other
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Vehicle
|
| | | | 1,544,320 | | | | | | — | | | | | | — | | |
Batteries and other components
|
| | | | 1,705,656 | | | | | | 422,537 | | | | | | — | | |
Research and development and others
|
| | | | 2,433,706 | | | | | | 407,612 | | | | | | 13,687 | | |
Total | | | | | 5,683,682 | | | | | | 830,149 | | | | | | 13,687 | | |
| | |
Year Ended December 31, 2022
|
| |||||||||||||||
| | |
China
|
| |
Europe
|
| |
Other
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Vehicle
|
| | | | 19,671,247 | | | | | | — | | | | | | — | | |
Batteries and other components
|
| | | | 7,463,851 | | | | | | 2,759,550 | | | | | | 94,421 | | |
Research and development and others
|
| | | | 1,713,272 | | | | | | 44,017 | | | | | | 153,090 | | |
Total | | | | | 28,848,370 | | | | | | 2,803,567 | | | | | | 247,511 | | |
| | |
Year Ended December 31, 2023
|
| |||||||||||||||
| | |
China
|
| |
Europe
|
| |
Other
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Vehicle
|
| | | | 32,889,346 | | | | | | 44,315 | | | | | | 978,101 | | |
Batteries and other components
|
| | | | 10,388,319 | | | | | | 4,194,542 | | | | | | 109,756 | | |
Research and development and others
|
| | | | 2,697,682 | | | | | | 368,166 | | | | | | 2,391 | | |
Total
|
| | | | 45,975,347 | | | | | | 4,607,023 | | | | | | 1,090,248 | | |
| | |
Year Ended December 31, 2021
|
| |||||||||
| | |
China
|
| |
Sweden
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Total long-term assets
|
| | | | 1,620,601 | | | | | | 619,908 | | |
| | |
Year Ended December 31, 2022
|
| |||||||||
| | |
China
|
| |
Sweden
|
| ||||||
| | |
RMB
|
| |
RMB
|
| ||||||
Total long-term assets
|
| | | | 3,679,363 | | | | | | 777,989 | | |
| | |
Year Ended December 31, 2023
|
| |||||||||||||||
| | |
China
|
| |
Sweden
|
| |
Other
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Total long-term assets
|
| | | | 5,248,201 | | | | | | 706,906 | | | | | | 139,095 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |||||||||
Less than one year
|
| | | | 297,314 | | | | | | 118,852 | | | | | | 227,875 | | |
One to three years
|
| | | | 71,498 | | | | | | 162,991 | | | | | | 146,227 | | |
Four to five years
|
| | | | 52,351 | | | | | | 12,619 | | | | | | 13,752 | | |
Total | | | | | 421,163 | | | | | | 294,462 | | | | | | 387,854 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2d) |
| ||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 1,907,283 | | | | | | 64,444 | | | | | | 225,908 | | | | | | 31,818 | | |
Other current assets
|
| | | | — | | | | | | 3,562 | | | | | | 25,641 | | | | | | 3,611 | | |
Amounts due from subsidiaries
|
| | | | — | | | | | | 627,937 | | | | | | 7,012 | | | | | | 988 | | |
TOTAL ASSETS
|
| | | | 1,907,283 | | | | | | 695,943 | | | | | | 258,561 | | | | | | 36,417 | | |
LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | |
Accruals and other current liabilities
|
| | | | — | | | | | | 1,241 | | | | | | 8,488 | | | | | | 1,194 | | |
Deficits of investments in subsidiaries
|
| | | | 1,569,222 | | | | | | 7,537,567 | | | | | | 9,881,460 | | | | | | 1,391,775 | | |
TOTAL LIABILITIES
|
| | | | 1,569,222 | | | | | | 7,538,808 | | | | | | 9,889,948 | | | | | | 1,392,969 | | |
SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares
|
| | | | 2,584 | | | | | | 2,584 | | | | | | 2,584 | | | | | | 364 | | |
Preferred shares
|
| | | | 98 | | | | | | 162 | | | | | | 362 | | | | | | 51 | | |
Additional paid-in capital
|
| | | | 4,269,555 | | | | | | 5,705,305 | | | | | | 11,213,798 | | | | | | 1,579,430 | | |
Paid-in capital of combined companies
|
| | | | 697,517 | | | | | | — | | | | | | — | | | | | | — | | |
Accumulated deficits
|
| | | | (4,584,927) | | | | | | (12,518,706) | | | | | | (20,865,686) | | | | | | (2,938,870) | | |
Accumulated other comprehensive (loss) income
|
| | | | (46,766) | | | | | | (32,210) | | | | | | 17,555 | | | | | | 2,473 | | |
Total shareholders’ equity (deficit)
|
| | | | 338,061 | | | | | | (6,842,865) | | | | | | (9,631,387) | | | | | | (1,356,552) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | | 1,907,283 | | | | | | 695,943 | | | | | | 258,561 | | | | | | 36,417 | | |
| | |
As of December 31,
|
| |||||||||||||||||||||
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2d) |
| ||||||||||||
General and administrative
|
| | | | — | | | | | | (1,800) | | | | | | (11,237) | | | | | | (1,583) | | |
Loss from operations
|
| | | | — | | | | | | (1,800) | | | | | | (11,237) | | | | | | (1,583) | | |
Interest income
|
| | | | 2,240 | | | | | | 6,268 | | | | | | 25,513 | | | | | | 3,593 | | |
Other (expenses) income, net
|
| | | | (152) | | | | | | 1,826 | | | | | | 54,782 | | | | | | 7,716 | | |
Income before income tax expense
|
| | | | 2,088 | | | | | | 6,294 | | | | | | 69,058 | | | | | | 9,726 | | |
Equity in loss of subsidiaries
|
| | | | (4,364,657) | | | | | | (7,940,073) | | | | | | (8,416,038) | | | | | | (1,185,374) | | |
Net loss
|
| | | | (4,362,569) | | | | | | (7,933,779) | | | | | | (8,346,980) | | | | | | (1,175,648) | | |
Other comprehensive (loss) income, net of tax of nil: | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment, net tax of nil
|
| | | | (103,405) | | | | | | 14,556 | | | | | | 49,765 | | | | | | 7,009 | | |
Total other comprehensive (loss) income
|
| | | | (103,405) | | | | | | 14,556 | | | | | | 49,765 | | | | | | 7,009 | | |
Total Comprehensive loss
|
| | | | (4,465,974) | | | | | | (7,919,223) | | | | | | (8,297,215) | | | | | | (1,168,639) | | |
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2023
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
RMB
|
| |
US$
(Note 2d) |
| ||||||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | (4,362,569) | | | | | | (7,933,779) | | | | | | (8,346,980) | | | | | | (1,175,648) | | |
Loss from equity method investments
|
| | | | 4,364,657 | | | | | | 7,940,073 | | | | | | 8,416,038 | | | | | | 1,185,374 | | |
Foreign exchange loss (income)
|
| | | | 152 | | | | | | (50,875) | | | | | | — | | | | | | — | | |
Changes in operating assets and liabilities net of effect of acquisitions:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Amounts due from subsidiaries
|
| | | | — | | | | | | (5,803) | | | | | | 5,803 | | | | | | 817 | | |
Other current assets
|
| | | | — | | | | | | (3,562) | | | | | | (22,079) | | | | | | (3,110) | | |
Accrued expenses and other current liabilities
|
| | | | — | | | | | | 1,241 | | | | | | 7,247 | | | | | | 1,021 | | |
Net cash provided by (used in) operating activities
|
| | | | 2,240 | | | | | | (52,705) | | | | | | 60,029 | | | | | | 8,454 | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and advances to subsidiaries
|
| | | | — | | | | | | (571,259) | | | | | | (9,438) | | | | | | (1,329) | | |
Repayments of loans and advances to subsidiaries
|
| | | | — | | | | | | — | | | | | | 633,526 | | | | | | 89,230 | | |
Investments in subsidiaries
|
| | | | (2,000,000) | | | | | | (2,540,000) | | | | | | (5,861,813) | | | | | | (825,619) | | |
Net cash used in investing activities
|
| | | | (2,000,000) | | | | | | (3,111,259) | | | | | | (5,237,725) | | | | | | (737,718) | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of ordinary shares
|
| | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | |
Proceeds from Issuance of preferred shares (net of issuance costs of RMB1,690 and RMB2,134 for the year ended 2022 and 2023, respectively)
|
| | | | 1,934,120 | | | | | | 1,268,360 | | | | | | 5,373,044 | | | | | | 756,777 | | |
Net cash provided by financing activities
|
| | | | 3,934,120 | | | | | | 1,268,360 | | | | | | 5,373,044 | | | | | | 756,777 | | |
Net increase (decrease) in cash and cash equivalents
|
| | | | 1,936,360 | | | | | | (1,895,604) | | | | | | 195,348 | | | | | | 27,513 | | |
Cash, cash equivalents at beginning of year
|
| | | | — | | | | | | 1,907,283 | | | | | | 64,444 | | | | | | 9,077 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | (29,077) | | | | | | 52,765 | | | | | | (33,884) | | | | | | (4,772) | | |
Cash, cash equivalents at end of year
|
| | | | 1,907,283 | | | | | | 64,444 | | | | | | 225,908 | | | | | | 31,818 | | |
Purchaser
|
| |
Date of issuance
|
| |
Number of
securities |
| |
Consideration
|
|
Ordinary Shares | | | | | | | | | | |
Harneys Fiduciary (Cayman) Limited | | | March 31, 2021 | | | 1 | | | US$0.0002 | |
Luckview Group Limited
|
| | March 31, 2021 | | | 1,019,999,999 | | | RMB1,020,000,000 | |
Geely International (Hong Kong) Limited. | | | March 31, 2021 | | | 980,000,000 | | | RMB980,000,000 | |
Series Pre-A Preferred Shares | | | | | | | | | | |
Intel Capital Corporation
|
| |
September 17, 2021
|
| | 25,294,117 | | | US$100,000,000 | |
Team Plus Limited
|
| | January 25, 2022 | | | 25,294,117 | | | US$100,000,000 | |
Purchaser
|
| |
Date of issuance
|
| |
Number of
securities |
| |
Consideration
|
|
Integral Accely Limited
|
| |
September 17, 2021
|
| | 25,294,117 | | | US$100,000,000 | |
Bili Lightning Investment Limited
|
| |
September 17, 2021
|
| | 25,294,117 | | | US$100,000,000 | |
Ning Bo Mei Shan Bonded Port Area Wen Ding Investment Co., Ltd. | | | January 25, 2022 | | | 25,294,117 | | | US$100,000,000 | |
Series A Preferred Shares | | | | | ||||||
Amnon Shashua
|
| | February 27 , 2023 | | | 1,858,342 | | | US$10,000,000 | |
Zhejiang Free Trade Zone Lanji Equity Investment Fund Partnership (Limited Partnership) | | |
June 20, 2023
August 11, 2023 |
| |
77,941,877
4,382,686 |
| |
US$419,416,172.7
US$23,583,827.3 |
|
Quzhou Xin’an Zhizao Equity Investment Partnership (Limited Partnership) | | | June 20, 2023 | | | 27,317,631 | | | US$147,000,000 | |
Ning Bo Mei Shan Bonded Port Area Wen Ding Investment Co., Ltd. | | | June 28, 2023 | | | 18,583,422 | | | US$100,000,000 | |
Guangzhou Yuexiu Jinchan Phase V Equity Investment Fund Partnership (Limited Partnership) | | | June 28, 2023 | | | 9,273,128 | | | US$49,900,000 | |
Guangzhou Yuanjian Xinyu Industrial Investment Partnership (Limited Partnership) | | | June 28, 2023 | | | 18,583 | | | US$100,000 | |
Restricted Share Units | | | | | | | | | | |
Certain employees
|
| | During the past three years | | | Restricted share units corresponding to a total of 91,618,185 ordinary shares | | |
Past and future services provided
by these individuals to us |
|
Exhibit
Number |
| |
Description of Document
|
| |||
| | 1.1* | | | | Form of Underwriting Agreement | |
| | 3.1** | | | | | |
| | 3.2** | | | | | |
| | 4.1** | | | | | |
| | 4.2** | | | | | |
| | 4.3** | | | | | |
| | 4.4**† | | | | | |
| | 5.1** | | | | | |
| | 8.1** | | | | | |
| | 8.2** | | | | | |
| | 10.1** | | | | | |
| | 10.2** | | | | | |
| | 10.3** | | | | | |
| | 10.4**† | | | | | |
| | 10.5**† | | | | | |
| | 10.6**† | | | | | |
| | 10.7**† | | | | English Translation of Cooperation Framework Agreement dated September 19, 2021 among ZEEKR Automobile (Ningbo Hangzhou Bay New Zone) Co., Ltd., Ningbo Hangzhou Bay Geely Auto Parts Co., Ltd., Zhejiang Geely and Zhejiang ZEEKR | |
| | 10.8**† | | | | | |
| | 10.9**† | | | | | |
| | 10.10**† | | | | | |
| | 10.11† | | | | | |
| | 21.1** | | | | | |
| | 23.1 | | | | | |
| | 23.2** | | | | | |
| | 23.3** | | | | |
Exhibit
Number |
| |
Description of Document
|
| |||
| | 23.4** | | | | | |
| | 24.1** | | | | | |
| | 99.1** | | | | | |
| | 99.2** | | | | | |
| | 99.3** | | | | | |
| | 99.4** | | | | | |
| | 99.5** | | | | | |
| | 99.6** | | | | | |
| | 99.7 | | | | | |
| | 107** | | | | |
|
Signature
|
| |
Title
|
|
|
/s/ Shufu Li
Shufu Li
|
| | Chairman of the Board of Directors | |
|
/s/ Conghui An
Conghui An
|
| |
Director, Chief Executive Officer
(principal executive officer) |
|
|
*
Donghui Li
|
| | Director | |
|
*
Shengyue Gui
|
| | Director | |
|
*
Jing Yuan
|
| |
Chief Financial Officer
(principal financial officer and principal accounting officer) |
|
Exhibit 10.11
Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.
ZEEKR Intelligent Technology Co., Ltd.
and
Zhejiang Jirun Meishan Automobile Parts Co., Ltd.
and
Zhejiang Geely Automobile Co., Ltd.
Cooperation Framework Agreement
Project name: [***] | |
Contract number: [***] | |
Signing time: January 10, 2024 |
Cooperation Framework Agreement
This Cooperation Framework Agreement (“this Agreement”) was made and entered into by and between the following Parties on January 10, 2024:
Party A: ZEEKR Intelligent Technology Co., Ltd. (“Party A” )
Party B: Zhejiang Jirun Meishan Automobile Parts Co., Ltd.(“Party B”)
Party C: Zhejiang Geely Automobile Co., Ltd. (“Party C”)
Party A, Party B and Party C may be referred to individually as a “Party” or collectively as “Parties” hereunder.
Through friendly negotiation, the parties hereby enter into the following agreement for the development and production of [***] and its modified model at Geely Meishan Factory.
1 Cooperation principles
1.1 | Based on the principles of openness, transparency and sharing, all parties shall have full trust and share resources with each other. |
1.2 | In the process of project development, the control, verification and acceptance of each node shall be under the control of ZEEKR. |
1.3 | In the production process of the project, the quality control shall be carried out in accordance with the quality assurance system of Party B approved by Party A (for details, please refer to Annex 4 Quality Agreement). |
2 Cooperation scope
2.1 | The parties shall jointly manufacture new-energy pure electric vehicles based on [***] and its modified models (“Cooperative Models”) under the project code of [***]. The cooperative models shall use the brand of "ZEEKR" and the corresponding Road Motor Vehicle Manufacturer and Product Announcement (“Product Announcement ") shall be registered under the name of Party C. |
2
2.2 | For the foregoing purposes, Party A and/or its affiliates will entrust Party B with the production of cooperative models; Party C shall, after testing and processing the cooperative models and completing the procedures for applying for Finished Vehicle Delivery Qualification Certificate (“ Qualification Certificate ") and other necessary procedures, sell the finished vehicle products to Party A and/or its affiliates; Party A and/or its affiliates will act as the exclusive general distributor of the cooperative models. Please refer to Annex 2 for the division of labor and transaction path of the parties. |
3 Rights and obligations of the Parties
3.1 | Party A shall be responsible for project development tasks, objectives, costs, development progress and R&D quality control. Party A shall, under the assistance of Party C, be responsible for completing the necessary procedures such as product announcement, 3C certification and declaration of environmental protection announcement of cooperative models, and provide necessary technical data and relevant documents. If the relevant laws and regulations or government authorities require on-site factory audit or on-site inspection, Party B shall cooperate with the government authorities, Party A and Party C as required (including but not limited to providing assistance for on-site work and providing documents and materials). |
3.2 | Party A shall be responsible for direct material supplier selection, pricing, business negotiation, supplier quality management, supplier capacity management and other supplier management matters; Party B shall be responsible for placing purchase orders. Party A is mainly responsible for supply chain management, such as ensuring the timeliness of supply from suppliers, and Party B shall provide assistance. Please refer to Annex 3 for details about RASIC division of labor. Party B shall, in accordance with acceptance standards and requirements approved by Party A, promptly accept the materials delivered by suppliers (including but not limited to package confirmation, appearance inspection, quantity counting, model checking, quality problems, etc.), properly keep the materials and settle the payment. It is agreed by all parties that the Party B will handle the nonconforming products in accordance with the management measures agreed by Party A and Party B. |
3
3.3 | Party B shall be fully responsible for the production and manufacturing of cooperative models, including material management, production process development, inspection, etc. It is agreed by the parties that they will perform quality related functions and responsibilities in accordance with the management measures set forth in Annex 4 Quality Agreement. |
3.4 | Party B shall coordinate with Party C to handle the qualification certificate, consistency certificate, 3C labeling and the printing and information uploading of the motor vehicle environmental protection information list for the cooperative models. According to the corresponding data provided by Party A and its affiliates, Party C shall be responsible for the information entry of various platforms, including but not limited to the monitoring platform for new energy vehicles and the battery traceability system; Party B shall be responsible for promptly and accurately providing all other information (including but not limited to vehicle production, warehousing, billing and other information) necessary for the completion of the aforementioned work, and liable for the authenticity, accuracy and completeness of such information. |
3.5 | The parties hereby confirm that although the product announcement is registered under the name of Party C, the new energy credits and carbon emission credits (if applicable) related to the cooperative models shall belong to Party A and/or its affiliates. Party B or Party C shall take necessary actions (for example, selling to a third party) in accordance with the decision as agreed with Party A regarding the rights and interests enjoyed by Party A or its affiliates, provided that Party A or its affiliates shall bear the taxes and fees arising out of such actions. For clarity, under the same conditions, Party A or its affiliates shall give priority to Party B or its affiliates when selling new energy credits, and Party B or its affiliates shall give priority to the new energy credits of Party A or its affiliates when it has the need to purchase new energy credits. |
3.6 | The parties hereby confirm that the follow-up matters related to government subsidies will be promoted with the friendly assistance of all parties. |
3.7 | With regard to the cooperation model and the after-sales service of the delivered vehicles and other matters, the parties shall act accordingly in accordance with Annex 4 Quality Agreement. |
4
4 Plant construction and SOP preparation
4.1 | Party B is a new automobile production base with high quality and first-class manufacturing and management level, which can meet the quality requirements and capacity requirements of Party A. |
4.2 | All parties hereby confirm that the Party B (including but not limited to plant construction, production line, in-plant logistics, warehousing and other facilities not dedicated to cooperative models) will be built by Party B with its own funds. |
4.3 | All parties agree that the infrastructure, technical modification and management and production cost of [***] and its modified model project will be settled by signing a separate agreement. |
5 Capacity scheduling
5.1 | Party A shall update the annual demand of "1+3" to Party B on a rolling basis before September 30 of each year, and output the final version before November 15 of each year, where the capacity for the first year ("1") shall be the locked capacity, and the capacity for the following three years ("3") shall be the scheduled capacity. "1" means that in September of the current year, Party A shall provide Party B with the locked capacity for the next year (calendar year). |
"3" means that in September of the current year, Party A shall provide Party B with the scheduled capacity for the last three of the next four years. |
Party B shall evaluate the annual rolling forecast after receiving it, and send the confirmation results back to Party A, which shall be formally locked after both parties reach a consensus. Party B shall make best efforts to meet the capacity requirements proposed by Party A. |
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5.2 | Party B shall evaluate the depreciation and amortization ratio for the scheduled capacity in the following year. If it is lower than the preset minimum depreciation and amortization ratio for the full life cycle in the current year, the total amount of depreciation and amortization shall be calculated according to the minimum percentage in the life cycle, and the standard depreciation and amortization amount for each unit in the following year shall be agreed. If there is any change in the depreciation and amortization ratio due to the change in Party B's output of the models, it shall be confirmed by both parties. |
5.3 | Party B will confirm the final version of the capacity allocation plan before November 30 of the current year, and Party A shall be responsible for the allocated capacity. The calculation principles are as follows: |
1. If the output is less than 90% of the locked capacity (excluding 90%), Party A shall bear the total amount of the amortization of three charges and the fixed depreciation and amortization based on 90%* of the locked capacity and the agreed three charges and depreciation and amortization per unit;
2. If the output is within the range of 90%-110% of the locked capacity (including 90% and 110%), it shall be calculated according to the actual output* the agreed three charges and depreciation and amortization per unit;
3. If the output exceeds 110% (excluding 110%), for the part beyond 110%, the agreed depreciation and amortization per unit will not be collected, while the three charges will still be collected for each unit as agreed.
5.4 | If the actual annual output of Party A exceeds the locked capacity, Party A needs to purchase the excess capacity from Party B. If it exceeds the maximum production capacity of Party B, Party A shall negotiate with Party B and confirm the feasibility of production expansion, and carry out the transformation of Party B to meet the production capacity demand of Party A. The costs incurred and payable by Party A shall be paid to Party B at the agreed time after the transformation is completed. The investment in other assets (land, plant, equipment and other supporting facilities) will be amortized to the cost per vehicle. In principle, the settlement shall be made according to the capacity locked at the beginning of the year. In case of special circumstances, both parties shall negotiate separately. |
5.5 | For clarity, the annual locked capacity referred to in this Agreement is based on the amount last adjusted (if any) for rolling updates. |
5.6 | If the total locked capacity plan received by Party B from Party A exceeds the capacity range of Party B, Party B shall negotiate with Party A to adjust the locked capacity plan according to the specific situation, and implement the adjusted locked capacity plan after the final decision of the manufacturing committee. |
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5.7 | If Party A plans to further increase the supply of cooperative models beyond the annual locked capacity, it shall separately negotiate with Party B for the specific matters. |
6 Production and sales coordination mechanism
6.1 | The parties shall set up the "ZEEKER Cooperative Manufacturing Project Executive Committee" to update the monthly forecast on a rolling basis according to the production and sales coordination rules. In order to ensure Party B's stable production and timely delivery of orders, Party A shall break down the annual demand to monthly demands in a balanced pattern. During the monthly production and sales communication, both parties shall fully communicate with each other in light of the product market demand, factory capacity and supply chain situation, and then release the monthly production and sales plan after reaching a consensus. |
6.2 | Party B shall carry out production and delivery according to the monthly plan agreed by both parties. |
6.3 | Party A may adjust the sales volume outline once in half a year according to the actual market situation, provided that this adjustment is only used to guide the production and sales plan, and the total amount of the three charges and depreciation and amortization shall still be calculated with reference to the above-mentioned annual volume locking mechanism. |
7 Volume locking mechanism for parts
8.1 | If the parts supplier requests to sign a parts quantity locking agreement with Party B, Party A shall cooperate and sign the relevant parts quantity locking agreement after making internal evaluation and confirmation. |
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8 Calculation and payment of ex-factory price
All parties hereby confirm that the ex-factory price of the finished vehicle shall be calculated in accordance with the following formula:
Ex-factory price = BOM cost * ([***]%) + (three factory charges + fixed depreciation and amortization + security contribution + tax and surcharge) * ([***]%)
Where:
· | BOM cost refers to the total material cost (including cargo collection cost and RDC cost, if any) of the finished vehicle products actually delivered to Party A and/or its affiliates, which is paid by Party B and approved by Party A and/or its affiliates. The specific details shall be determined by Party A and/or its affiliates and Party B. |
· | Three factory charges refer to direct labor + controllable manufacturing expenses + controllable administrative expenses |
· | Fixed amortization refers to the uncontrollable manufacturing expenses + uncontrollable administrative expenses |
The price of the finished vehicle/assembly sold by Party C= the purchase price of Party C from Party B + the value-added cost of Party C in the business × (1+ value-added cost markup rate) + the non-value-added cost of Party C in the business
Where:
· | "Value-added cost" refers to the direct cost (excluding the price of purchasing the finished vehicle and accompanying tool kits from Party B) and indirect cost incurred by Party C in completing the last process of vehicle production, but excluding financial expenses, non-operating expenses and income tax expenses; |
· | "Non-value-added cost": the sales and administrative expenses of Party C in the business – the value-added cost of Party C in the business; |
· | In 2023, the value-added cost markup rate is [***]%. The markup rate will be uniformly reviewed by Geely Auto Group Co., Ltd every year. |
· | In case of major changes in functions of Party B and Party C due to special requirements of the government, the pricing policy will be adjusted simultaneously upon mutual agreement of both parties. |
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8.1 | For clarity, the foregoing "depreciation and amortization" shall be determined in accordance with the following principles: |
(1) | Party B's accounting policies on fixed assets depreciation and amortization (including accounting policy adjustment, the same below) and list of fixed assets have been approved by Party A in advance; |
(2) | The depreciation and amortization of the shared fixed assets shall be shared among the brands in accordance with the proportion confirmed in Article 6.2 above. If the actual capacity of the current year does not reach the locked capacity, Party A shall properly compensate the difference between the locked capacity and the actual capacity after the negotiation and confirmation between Party A and Party B, and pay in a lump sum to Party B in January of the next year. Please refer to the Annex 1 for details. |
(3) | After the completion of the mass production stage and EOP, Party B will be responsible for the net disposal of the special assets in accordance with the Equipment Management Measures of Geely Holding Group, regardless of whether depreciation and amortization of the special assets are completed, and Party A will participate in the examination and approval of the disposal plan. |
8.2 | Party A and Party B shall settle " three factory charges" according to the agreed settlement principle of manufacturing expenses. The shared expenses shall be borne by the corresponding subject of each brand in the factory according to the production capacity ratio of the cooperative models, while the special expenses for [***] shall be borne by Party A. |
8.3 | Party C shall send a monthly bill of sales expenses to Party A, and Party A shall confirm the bill within 7 days upon receipt of the bill. If Party A fails to raise objections to the charges within the said time limit, Party A shall be deemed to have confirmed the charges in the bill. After Party A confirms the charges, Party C will issue a special VAT invoice based on the billing amount confirmed by both parties, and Party A shall pay the corresponding amount to the bank account designated by Party C within 60 days after the invoice is issued. |
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8.4 | Party A and Party B confirm that the above pricing principles also apply to the ex-factory price calculation for special requirements (such as special color cars, etc.), that is, the actual costs incurred due to special requirements shall be settled in accordance with the above ex-factory price determination principles. |
9 Security deposit
The parties hereby acknowledge that Party A and/or its affiliates shall pay the mutually agreed security deposit (That is, the amount of special equipment set out in the [***] Infrastructure Technical Transformation and Management Investment Agreement signed by both parties) to Party B and/or its affiliates within 30 days after the end of the quarter. Party B and/or its affiliates shall return the interest-free security deposit to Party A and/or its affiliates every month [in the month after receiving the payment for the vehicle after mass production delivery, in accordance with the monthly depreciation amount of the special assets for the cooperative models]. If [the production of cooperative models is terminated before mass production or the equipment depreciation is not completed after exit after mass production], Article 15 of this Agreement shall apply. If [Party A and/or its affiliates have paid in full the purchase price and compensation amount (if any)], Party B and/or its affiliates shall refund the remaining portion of the security deposit to Party A and/or its affiliates in the following month.
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10 Overdue payment
10.1 | Party A and/or its affiliates shall pay to Party B and/or its affiliates the amounts stated in Articles 9, 10 and 12.1 hereof in strict accordance with provisions of this Agreement. If Party A and/or its affiliates delay the payment, they shall pay the overdue interest at the rate of six percent (6%) per annum for the overdue payment, from the overdue date to the actual date of payment. |
10.2 | If Party A fails to pay the ex-factory price according to this Agreement without prior consent of Party B, Party B shall have the right to suspend the advance payment of BOM cost, and Party A shall communicate with the supplier and settle the amount by itself. Party B shall not bear the liability for not meeting the delivery rate caused by this. |
11 Principles of change management
11.1 | Party A and Party B shall not unilaterally change the design unless both parties agree through consultation and sign the design change order (Annex 5). The design change demander shall bear the corresponding design change cost, and the design change adjustment amount shall be separately agreed and settled in the design change order. Both parties agree to reconcile and accrue all the design change amounts generated in each month on a monthly basis, and complete settlement within 60 days after the invoice is issued at the end of each quarter. |
11.2 | In the event that the special equipment cannot be used any longer or the special equipment EOP is resulted in due to the design changes caused by Party A, Party B shall use its best reasonable efforts to reduce the relevant losses resulting therefrom, and Party A shall bear the losses or additional costs and expenses caused to Party B by Party B's aforesaid efforts. If there is indeed any loss related to the supplier and the supplier provides proof of loss and calculation certificate, Party A shall bear the loss related to the supplier on behalf of Party B, including but not limited to the sunk cost of product price plus mold cost. If Party A is unable to directly compensate the supplier for the relevant losses or bear the relevant costs and expenses, Party A shall pay the corresponding amount to Party B in advance before Party B makes the relevant payment to the supplier. |
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12 Confidentiality
12.1 | During and after the term of this Agreement, no party shall divulge or disclose any Confidential Information to any third party without the written permission of the other parties, unless such information has become available through public channels. |
12.2 | Each party (including its own employees) shall be obliged to keep confidential this Agreement and all policies, regulations, operation manuals, customer information and product information in the business. |
13 Damages
13.1 | If the factory stops production due to one party, the party shall bear the corresponding liability, which shall be included into the assessment mechanism. The specific compensation plan and amount shall be negotiated by both parties. |
13.2 | If it is necessary to purchase materials in advance and pay the supplier through Party B due to Party A’s reason, Party A shall pay the corresponding material price to Party B in advance. The material price paid in advance may be deducted from the sum payable by Party A to Party B for the complete vehicle assembly. Other additional expenses (storage fees, capital occupancy costs, financial expenses, etc.) confirmed by both parties in writing shall be borne by Party A alone. |
13.3 | Party B shall provide to Party A a list of materials with storage age exceeding 2 months on a monthly basis to give Party A early warning and confirm the consumption plan. If the materials are sluggish due to Party B’s reason, Party B shall bear the liabilities. The production materials stored at Party B's production site for more than 4 months due to Party A's reasons shall be regarded as ultra-long-term materials, and the Parties shall negotiate amicably to determine the additional storage fee (calculated in proportion to the current month's output) arising from the ultra-long-term materials. The production materials that can no longer be used and consumed due to various reasons of Party A (including but not limited to order prediction deviation, design change breakpoint, product EOP, the material has passed the expiration date, the material has a storage age of more than 6 months and is not recommended for use after quality judgment) shall be deemed as sluggish materials, and Party A shall buy out the materials from Party B within 2 months after both parties confirm the list of sluggish materials. The buyout price shall be the price of sluggish materials and the additional storage fee (calculated in proportion to the output of the current month), and the parties shall agree on the duration of the disposal of the sluggish material within such time. If Party A fails to buy out the materials within 2 months, Party A shall bear the late fee and additional storage fee for the sluggish materials (calculated in proportion to the current month's output). Party A shall, within the time agreed upon by both parties after the buyout, complete the physical disposal of the sluggish materials by itself or by entrusting Party B. If the physical disposal is not completed within the time limit and Party B is not entrusted to handle it, Party A shall bear the additional storage fee (calculated in proportion to the current month's output). Party B will try its best to reduce the sluggish materials. The disposal plans include but are not limited to resale of spare parts, parts modification, transfer to other customers, etc. Party A shall bear the relevant expenses incurred. For details of the sluggish materials disposal plans, please refer to Annex 6. |
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13.4 | Party A shall bear the corresponding expenses and compensate Party B for the losses caused by short delivery of goods during random inspection upon receipt. The claim path is that Party B claims from Party A and Party A claims from the supplier. |
13.5 | Party A shall bear the expenses arising from the urgent transportation of materials caused by Party A during mass production. |
13.6 | Party A shall bear the corresponding losses of Party B arising from the bulk replacement of parts and urgent replenishment of parts through air transportation caused by Party A, including labor costs, energy costs, etc. |
13.7 | This agreement is a clear expression of the true will of the parties. During the performance of this Agreement, if any party fails to perform the corresponding responsibilities and obligations in strict accordance with this Agreement, it shall constitute a breach of contract, and the breaching party shall bear the corresponding liabilities for breach of contract. In addition to indemnifying the non-breaching Party for its actual losses, the breaching Party shall bear all expenses incurred by the non-breaching party in obtaining such compensations, including but not limited to legal costs, attorney's fees, travel expenses, etc. |
If any party breaches this Agreement, resulting in any loss suffered by any other third party and resulting in any dispute, and the settlement of such dispute ultimately leads to the non-breaching party being liable for any liability, the breaching party shall indemnify the non-breaching party in full for such loss.
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13.8 | In case of early termination of this Agreement due to Party A's liability, that is, the production of cooperative models in Meishan Plant is stopped before the expiration of the term of this Agreement, Party A shall indemnify Party B for the reasonable direct losses arising therefrom in a lump sum. For clarity, the reasonable direct losses of Party B are limited to those directly related to the cooperative models, including but not limited to the depreciation amortization of fixed assets that has not yet been borne for the remaining term of this Agreement (calculated at annual scheduled capacity), material inventory, the semi-finished products of the cooperative models, the finished vehicles not yet delivered, and employee severance costs. For the specific expense bearing principles, please refer to Article 15. |
14 Exit cost
14.1 | If Party A applies for exit during the cooperation period, it shall give a formal written notice to Party B one year in advance, and the compensation principle shall be implemented in accordance with Article 14.5 of this Agreement. |
14.2 | If Party A's actual exit date is less than one year from the time when Party A proposes to exit in writing to Party B (or Party A exits immediately) , Party A shall compensate Party B for the total amount of depreciation and amortization for three years and three charges for one year starting from the date of exit. |
14.3 | Party A shall continue to purchase the vehicles that have been ordered before the official exit date. |
14.4 | The compensation is calculated on the basis of the higher of the depreciation and amortization measured in the exit mechanism and the depreciation and amortization measured using the minimum depreciation and amortization ratio for life cycle planning (X). |
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14.5
Exit node | Expense Category | Exit principle |
Early exit before SOP | Management and investment fee | The expenses incurred shall be paid by Party A and its affiliates in a lump sum |
Special equipment | The net value shall be purchased by Party A and its affiliates in a lump sum (it shall be first deducted from the security deposit paid), and the equipment shall be removed or disposed of by Party A and its affiliates. | |
Shared equipment | The total amount of depreciation amortization for 2 years after payment of SOP for the scheduled capacity in accordance with Article 6. If there are new models to make up for part of the loss, both parties can separately discuss the deduction scheme. | |
Early exit after SOP | Three charges | One-time compensation for factory-related investment expenses (related to OEM models), including but not limited to unamortized investment, employee severance expenses, work-in-process manufacturing expenses, etc. The total amount of discount and amortization for two years and three charges for half a year shall be compensated to Party B from the date of the official exit of the brand, calculated based on the predetermined production capacity. In other cases, exit costs will be determined by the parties through friendly negotiation. |
Land, plant and shared equipment | ||
Special equipment | The net value shall be purchased by Party A and its affiliates in a lump sum (it shall be first deducted from the security deposit already paid but not yet returned), and the equipment shall be removed or disposed of by Party A and its affiliates. If Party A entrusts the Base to propose the equipment disposal plan, which is implemented after being approved by Party A, the relevant expenses shall be borne by Party A. |
15 Special provisions for integrity and self-discipline
15.1 | Each party undertakes to strictly abide by the following provisions during business dealings: |
(1) | It will not transfer any property or non-property interests or benefits to the personnel (including their relatives or other stakeholders, etc., the same below) of other parties (including their minority shareholders, controlling shareholders, actual controllers or other affiliates, the same below) in any name. |
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(2) | It will not carry out business activities with the personnel of the other parties, and the personnel who are related to each other should refrain from such acts. Within two years after the termination of cooperation, it will not employ or accept the services of the personnel of the other parties without the consent of the other parties. |
15.2 | In case of any breach of the foregoing agreement, the breaching party shall pay liquidated damages to the non-breaching party at the rate of 30% of the contract amount (or for a contract with a non-fixed amount, the amount actually incurred, the same below). If the contract amount cannot be determined, it shall pay a liquidated damages of RMB300,000 to the non-breaching party. If the case constitutes a crime, it shall be sent to the judicial organ for investigation of criminal responsibility. |
15.3 | If any party finds that the personnel of the other parties violate the aforementioned provisions for integrity and self-discipline, it shall report to the compliance department of the relevant party or the judicial organ. |
15.4 | The alteration, transfer, termination, cancellation or invalidation of this Agreement shall not affect the validity of the aforementioned provisions for integrity and self-discipline. |
16 Termination and cancellation of this Agreement
16.1 | Other parties shall terminate this Agreement by means of notice without any liability if any party: |
(1) | is subject to insolvency or liquidation, or any other event similar to that provided by law; |
(2) | has any change of ownership, or disposition of all or any of its material business or asset (other than a lawful organizational adjustment) which materially affects the ability of the Party to perform this Agreement. |
16.2 | This Agreement may be terminated by mutual agreement of the parties. |
16.3 | If any party delays the performance of this Agreement and fails to perform it after being urged by the non-breaching party, the non-breaching party may unilaterally terminate this Agreement. |
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16.4 | In the event that this Agreement is terminated or canceled for any reason other than the foregoing, the parties shall negotiate in good faith any matters not listed in the above circumstances or matters that should be further discussed. |
17 Dispute Resolution
This Agreement shall be governed by the laws of the People's Republic of China. If any dispute arises during the performance of this Agreement, it may be settled through negotiation of the parties. If the negotiation fails, any party shall bring a lawsuit to the people's court at the place where Party B is located.
18 Force Majeure
If either Party delays or fails to perform its obligations hereunder due to circumstances unforeseeable on the date of execution of this Agreement and beyond the reasonable control of either party, such Party shall not be deemed to be in breach of this Agreement and shall not be liable to the other Party, and the time limit for performing such obligations may be extended accordingly. Such circumstances include, but are not limited to, earthquakes, typhoons, destruction of buildings, wars, riots, fires, explosions, flood disasters, acts of government authorities, or acts of industry. The Party that is delayed or unable to perform its obligations under this Agreement as a result of the above circumstances shall immediately notify the other Party and use its reasonable efforts to minimize the impact of such circumstances on its performance of its obligations, and immediately notify the other Party and continue to fully perform its obligations under this Agreement after the end of such circumstances.
19 Miscellaneous
19.1 | This Agreement shall take effect when signed and stamped by the authorized representatives of the parties, and terminate in accordance with the relevant termination terms of this Agreement. Articles 13, 14, 15, 16, 17 and 18 of this Agreement shall survive the termination of this Agreement, and the termination of this Agreement shall not affect the rights and obligations arising prior to such termination. |
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19.2 | If supplementary provisions are required for the matters not covered in this Agreement, an ancillary agreement shall be signed separately by the parties through negotiation, which shall be annexed to this Agreement. The Annexes and this Agreement shall have the equal effect. |
19.3 | The Parties agree that, for purposes of this Agreement, Affiliate means, with respect to an entity, any entity that controls or is controlled by, directly or indirectly through one or more intermediate subjects, or is directly or indirectly under common control of the third party with, the entity. The aforementioned "control" means having the right to directly manage or have decision-making power over the management of an entity by: (a) directly or indirectly owning more than 50% of the voting shares, registered capital or equity of the entity; (b) The right to appoint a majority of the members of the Board of Directors or similar governing bodies of the entity; or (3) control by contract or other means, and "Controlled" shall have the corresponding meaning in accordance with the foregoing “control”. For the purpose of this Agreement only, Party A's affiliates do not include Party B and Party C and all entities not controlled by ZEEKR Technology Limited; The affiliates of Party B or Party C do not include Party A and all entities controlled by ZEEKR Technology Limited. |
19.4 | This Agreement shall be in sextuplicate, with each party holding two copies each, and each copy shall have the same legal effect. |
18
[ Signature page]
19
Annex 1: Interpretation on depreciation and amortization principles
[***]
20
Annex 2: Division of labor and transaction path of the parties
[***]
21
Annex 3: RASIC division of labor
[***]
22
Annex 4: Quality agreement
[***]
23
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement (No. 333-275427) on Form F-1/A of our report dated March 20, 2024, relating to the financial statements of ZEEKR Intelligent Technology Holding Limited. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Hangzhou, China
April 12, 2024
Exhibit 99.7
April 12, 2024
ZEEKR Intelligent Technology Holding Limited
No. 1388 Minshan Road
Xinqi Street, Beilun District
Ningbo, Zhejiang
People’s Republic of China
+86 400-003-6036
Ladies and Gentlemen:
Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the reference of my name as a director of ZEEKR Intelligent Technology Holding Limited (the “Company”), effective immediately upon the effectiveness of the Company’s registration statement on Form F-1 initially filed by the Company on November 9, 2023 with the U.S. Securities and Exchange Commission.
Sincerely yours,
/s/ Michael David Ricks | |
Name: Michael David Ricks |
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