Offering Details - Horizon Robotics plans to offer a total of 1,355,106,600 shares globally, with 135,511,200 shares allocated for the Hong Kong public offering[4]. - The maximum offer price is set at HKD 3.99 per share, with additional fees including a 1% brokerage commission and various transaction fees[5]. - The expected final offer price is anticipated to be no higher than HKD 3.99 and not lower than HKD 3.73 per share[5]. - The company has adopted a fully electronic application process for the Hong Kong public offering, with no printed copies of the prospectus provided[5]. - The pricing date for the offering is expected to be on October 22, 2024[5]. - The shares will not be registered under U.S. securities laws and cannot be offered or sold in the U.S. unless under certain exemptions[5]. - The company aims to enhance its market presence through this public offering, which is part of its broader growth strategy[5]. - The online application platform will be available for investors wishing to receive physical shares, with the application period starting on October 16, 2024, at 9:00 AM[9]. - The deadline for submitting applications for the Hong Kong public offering shares is set for October 21, 2024, at 12:00 PM[9]. - The company will announce any changes to the expected timeline on its website and the Hong Kong Stock Exchange website[14]. - The Hong Kong public offering will commence on October 16, 2024, at 9:00 AM[15]. - The deadline for electronic subscription applications is October 21, 2024, at 11:30 AM[15]. - The expected pricing date for the shares is October 22, 2024[16]. - The allocation results for the Hong Kong public offering will be announced on October 23, 2024[18]. - B class ordinary shares are expected to start trading on the Hong Kong Stock Exchange on October 24, 2024, at 9:00 AM[19]. - Refunds for unsuccessful applications will be issued by October 24, 2024[19]. - The company will provide updates on the final offer price and subscription levels on its website and the Hong Kong Stock Exchange website by October 23, 2024[16]. - Investors applying for 1,000,000 shares or more can collect their shares in person starting October 24, 2024[25]. - The expected timeline is subject to change based on market conditions and regulatory approvals[29]. - All times mentioned are in Hong Kong local time[22]. Company Structure and Governance - The company is registered in the Cayman Islands and operates under a dual-class share structure, which may impact shareholder voting rights[5]. - Horizon Robotics emphasizes the importance of considering the risks associated with its dual-class share structure before making investment decisions[5]. - The company has a dual-class voting structure, with Class A shares granting ten votes per share and Class B shares granting one vote per share[88]. - After the global offering, Everest Robotics Limited will hold 1,733,612,127 Class A shares, representing approximately 53.92% of the voting rights at shareholder meetings[92]. - The company emphasizes the long-term strategy of different voting rights beneficiaries, which may not always align with the interests of all shareholders[90]. Financial Performance - Revenue increased from RMB 466.7 million in 2021 to RMB 905.7 million in 2022, representing a growth of 94.1%, and further increased to RMB 1,551.6 million in 2023, a growth of 71.3%[60]. - Revenue for the six months ended June 30, 2023, was RMB 371.5 million, which increased by RMB 563.1 million or 151.6% to RMB 934.6 million for the six months ended June 30, 2024[60]. - Gross profit rose from RMB 331.0 million in 2021 to RMB 1,094.3 million in 2023, with a gross margin of 70.5% in 2023, compared to 70.9% in 2021 and 69.3% in 2022[60]. - The gross margin increased from 61.0% for the six months ended June 30, 2023, to 79.0% for the six months ended June 30, 2024[60]. - The company has recorded losses historically and expects to continue facing losses in the future, indicating financial risks[60]. - The company reported a net loss of RMB (6,739,053) thousand for 2023, compared to RMB (8,720,428) thousand in 2022, showing a reduction in losses by 22.6%[98]. - The adjusted net loss for 2023 was RMB (1,686,991) thousand, down from RMB (1,958,318) thousand in 2022, reflecting a narrowing of losses[103]. - The company continues to invest heavily in R&D, which is a primary driver of the ongoing losses reported[106]. - The company anticipates that R&D expenses will continue to be a significant part of operating expenses to support business expansion, although the percentage of R&D expenses to revenue is expected to decrease[118]. Market Position and Growth Strategy - The company is a leading provider of Advanced Driver Assistance Systems (ADAS) and high-level autonomous driving solutions, with a market share of 9.3% in 2023 and 15.4% in the first half of 2024 in China[38]. - The global market for ADAS and high-level autonomous driving solutions reached RMB 61.9 billion in 2023, with a projected compound annual growth rate of 49.2%, expected to grow to RMB 1,017.1 billion by 2030[39]. - The company has achieved significant scale growth over the past three years, becoming the largest provider of mass-produced ADAS and autonomous driving solutions in China since 2021[38]. - The penetration rate of ADAS in the global and Chinese markets exceeded 50% in 2023, indicating a growing demand for advanced driving automation solutions[39]. - The company aims to address core challenges in the large-scale application of ADAS and autonomous driving systems, focusing on high processing power, reliability, low latency, and cost-effectiveness[41]. - The company is positioned as a key driver of the smart vehicle transformation and commercialization, leveraging its proprietary technology[38]. - The company plans to continue investing in technology and expanding its solution portfolio to capture industry growth opportunities[66]. - The company is actively pursuing market expansion and strategic partnerships to enhance its product offerings and technological capabilities[87]. - The company aims to achieve breakeven and profitability through revenue scale expansion and operational improvements in the coming years[147]. - The company plans to expand its customer base by leveraging its flexible business model and industry-leading open platform[151]. - The company aims to enter markets outside of China, particularly Japan, Korea, and Europe, to enhance its international presence[151]. Research and Development - The company has successfully commercialized its integrated hardware and software solutions after nine years of development, testing, and iterative improvement[41]. - The proprietary processing architecture (BPU) is tailored for automotive applications, ensuring excellent performance, energy efficiency, and low latency[48]. - The company emphasizes a software-hardware collaborative development approach to achieve optimal system performance and cost efficiency[52]. - Research and development expenses rose to RMB (2,366,255) thousand in 2023, compared to RMB (1,879,888) thousand in 2022, reflecting an increase of 25.9%[98]. - R&D expenses as a percentage of total revenue decreased from 245.0% in 2021 to 152.5% in 2023, indicating improved efficiency in R&D spending[118]. Customer and Supplier Relationships - The company collaborates directly with 25 OEMs or through tier-one suppliers, equipping at least one model from each with its solutions[38]. - The company has secured 275 model designations by June 30, 2024, with over 100 new model designations achieved in 2023 alone, indicating strong market demand[54]. - The solutions have been adopted by 27 OEMs, equipping over 285 vehicle models, with prices ranging from approximately RMB 86,800 to RMB 429,800[54]. - Revenue from the company's top five customers for the years 2021, 2022, and 2023 was RMB 283.1 million, RMB 482.1 million, and RMB 1,067.0 million, representing 60.7%, 53.2%, and 68.8% of total revenue respectively[82]. - The largest customer contributed RMB 115.2 million, RMB 145.3 million, and RMB 627.3 million in revenue for the same years, accounting for 24.7%, 16.0%, and 40.4% of total revenue respectively[82]. - The company’s procurement from its top five suppliers amounted to RMB 251.6 million, RMB 890.2 million, and RMB 1,177.9 million for the years 2021, 2022, and 2023, representing 52.0%, 61.8%, and 50.2% of total procurement respectively[83]. Financial Risks and Challenges - The company faces risks related to high customer concentration, with a significant portion of revenue derived from a limited number of customers[165]. - The company has recorded losses historically and expects to continue facing losses in the future, indicating financial risks[60]. - The company anticipates a significant increase in losses for the fiscal year ending December 31, 2024, primarily due to ongoing R&D investments and valuation fluctuations[184]. - The company has incurred R&D expenses that have increased compared to the same period in 2023, contributing to the anticipated losses[184]. Cash Flow and Capital Management - The company has sufficient cash reserves to cover operational cash needs and support its expansion and growth strategies[160]. - The cash and cash equivalents at the end of 2023 were RMB 11,359,641 million, up from RMB 8,050,034 million at the end of 2021[128]. - The financing cash inflow was RMB 7,218,868 million in 2023, compared to RMB 6,299,413 million in 2021[128]. - The company has sufficient working capital to meet current and future needs for at least the next 12 months[166]. - The company anticipates achieving a net asset position post-global offering due to the automatic conversion of preferred shares into ordinary shares[126]. Strategic Partnerships and Joint Ventures - The joint venture CoolCore Technology (Beijing) Co., Ltd. was established in 2023 with Volkswagen Group, with Volkswagen holding 60% and the company holding 40%[87]. - Revenue generated from automotive solutions provided to CoolCore was RMB 627.3 million and RMB 351.6 million for the periods ending in 2023 and June 30, 2024, respectively, accounting for 40.4% and 37.6% of total revenue[87]. - The establishment of a strategic partnership with Volkswagen Group aims to capitalize on opportunities in customized driving automation solutions in China[156]. Future Outlook - The company expects to maintain its profit levels and launch high-margin new solutions through continuous innovation and supply chain management[154]. - The company plans to continue significant investments in research and development, which may impact its competitive position if unsuccessful[164]. - The company has applied for listing approval for its shares, with expected market capitalization exceeding HKD 40 billion based on the lower end of the indicative offer price range[181].
地平线机器人(09660) - 招股说明书