On November 14, 2024, Shanghai REFIRE Group Limited (hereinafter referred to as "REFIRE Energy") disclosed its prospectus after the listing hearing on the Hong Kong Stock Exchange, and is expected to be listed on the main board IPO in Hong Kong soon. It submitted documents on February 29, 2024, and September 2, 2024 respectively.

REFIRE Energy prospectus link after the listing hearing:

https://www1.hkexnews.hk/app/sehk/2024/106770/documents/sehk24111401059_c.pdf

Main Business

Established in 2015, REFIRE Energy, as a leading hydrogen technology company in China, focuses on the design, development, manufacturing, and sales of hydrogen fuel cell systems, hydrogen equipment, and related components, and also provides hydrogen fuel cell engineering development services.

REFIRE Energy is the first enterprise in the field of hydrogen fuel cells in China to independently develop and mass-produce fuel cell stacks, membrane electrodes, and bipolar plates, and the first to achieve the overseas commercial application of proprietary hydrogen fuel cell systems, obtaining numerous international certifications.

According to data from Frost & Sullivan,

• REFIRE Energy ranks first in the Chinese hydrogen fuel cell system market with a market share of 23.8% based on the total output power of heavy-duty hydrogen fuel cell systems sold in 2023.

• According to the total sales output power calculation of the hydrogen fuel cell system carried by heavy trucks in 2023, Reshape Energy ranks first in the Chinese hydrogen fuel cell system market with a market share of 42.4%.

• According to the total sales amount of the hydrogen fuel cell system carried by heavy trucks in 2023, Reshape Energy ranks first in the Chinese hydrogen fuel cell system market with a market share of 29.4%.

• According to the total sales amount of the hydrogen fuel cell system in 2023, Reshape Energy ranks third in the Chinese hydrogen fuel cell system market.

As of May 31, 2024, Reshape Energy's hydrogen fuel cell system has provided power for over 5,900 fuel cell vehicles in China. As of the same day, the cumulative mileage of these vehicles is approximately 0.21 billion kilometers, reducing carbon emissions by about 11.69 tons.

Reshape Energy's product and service portfolio covers the whole hydrogen energy industry chain from hydrogen production (upstream supply) to hydrogen energy applications (downstream applications in commercial vehicles, power plants, construction machinery, etc.), achieving the synergistic application of hydrogen and electricity, and forming a new business model of 'Electric-Hydrogen-Electric.' Reshape Energy has established and maintained strong business relationships with leading commercial vehicle manufacturers, automotive parts manufacturers, and energy companies at home and abroad, including Yutong, FAW Jiefang, Hangcha, Chint Group, Toyota Motor in Japan, Continental Group in Germany, Schaeffler Group, and others.

Reshape Energy's revenue mainly comes from selling hydrogen fuel cell systems and components, providing hydrogen fuel cell engineering development services, selling hydrogen energy equipment and related components, and other services (mainly including after-sales services).

Shareholder Structure

According to the prospectus, in the shareholder structure before the listing, Reshape Energy had

Mr. Lin holds 14.55% of the shares;

Mr. Lin's controlled employee shareholding plan in Shanghai Weiqing, Shanghai Weulan, and Shanghai Weujing holds 4.49%, 1.48%, and 1.43% respectively;

China Petroleum & Chemical Corporation (600028.SH,00386.HK), holds 14.33% through Sinopec Capital;

Chunyang Capital holds 3.69%, 1.62%, 1.23%, 0.28% through Pengfan Zhibin, Chunyang Songteng, Jinglong Baoluo, and Chunyang Hongxin respectively;

Ms. Zhang Xiuying holds 4.75% of the shares;

National Manufacturing Industry Fund holds 4.59%;

FAW Jiefang (000800.SZ) holds 4.43%;

Yutong Bus Co.,Ltd. (600066.SH), holds 4.14% through Zhengzhou Yunsan;

Mr. Wenjing Zhao (a consistent actor of Yutong Bus Co., Ltd.), holding 0.17% of the shares;

Zhixin Phase II, holding 2.70% of the shares;

Zhixin New Economy, holding 0.90% of the shares;

Qianshi Herun, through Qianshi Shengxin, Qianshi Honghe respectively holding 2.56%, 0.37% of the shares;

Ms. Majingnan, holding 2.17% of the shares;

Zhangjiagang Bohua, holding 2.11% of the shares;

Yutong Bus Co., Ltd., holding 1.84% of the shares;

Zhongjin Innovation, holding 1.84% of the shares;

Huoyang Capital holds 1.76% and 1.41% stakes in Huqing Jingnuo and Luping Jinneng, respectively.

Junliantongdao holds 1.50% and 0.90% stakes in Junlian Chengye and Junlian Bingde, respectively.

Redwood Han Chen holds a 1.38% stake.

Junze No. 3 holds a 1.38% stake.

Shuimu Hydrogen holds a 1.23% stake.

Quancun Chuangye holds 1.22% and 1.21% stakes in Qianshi Guoxin and Qianshi Zhengxin, respectively.

Guangdong Jiayuan Technology holds a 1.07% stake.

Mirror Capital holds a 0.96% stake.

Sanline Wisdom, with a 0.90% stake;

Dezaihou Qi Cheng, with a 0.71% stake;

Toyota Tongshang, with a 0.71% stake;

Weiming Venture Capital, with a 0.61% stake;

Hubei Kaihui Energy, with a 0.61% stake;

Hainan Yongheng, with a 0.50% stake;

Harmony Jinhong, with a 0.46% stake;

Huajian Chengding, with a 0.46% stake;

Wenzhou Zheming, holding 0.46% shares;

Jiaxing Hydrogen Energy, holding 0.46% shares;

Shanghai Shengyue Hong, holding 0.46% shares;

Safeus Equity Investment, holding 0.39% shares;

Ningbo Jiazhan, holding 0.35% shares;

Ningbo Yuanguan, holding 0.34% shares;

Kaiding Hongtai, holding 0.31% shares;

Mr. Shen Xianglong, holding 0.31% shares;

Suzhou Zhongheng, holding 0.28% of the shares;

Mr. Cao Hongwei, holding 0.28% of the shares;

Xiaofu Jiaochen, holding 0.24% of the shares;

Ms. Feng Yan, holding 0.20% of the shares;

Dongfang Electric Corporation, holding 0.19% of the shares;

Lianming Machinery, holding 0.18% of the shares;

Ningbo Xucheng, holding 0.18% of the shares;

Wuxi Bin Ni, holding 0.18% of the shares;

Tianjin Chongmin, holding 0.12% shares;

Gao Ling Yurun, holding 0.09% shares;

Zhuhai Pangheng, holding 0.09% shares;

Hangzhou Industrial, holding 0.09% shares;

Hangzhou Enterprise, holding 0.09% shares;

Hongze Holdings, holding 0.05% shares;

Board of directors and executives

The board of directors of Reshape Energy consists of 9 directors, including:

• 5 executive directors: Mr. Lin Qi (Chairman, CEO), Dr. Hu Zhe (COO, President), Ms. Ma Jingnan (formerly known as Ma Jinglan) (Vice President), Dr. Zhai Shuang (Deputy Director of R&D Center), Mr. Zhao Yongsheng (Director of Supply Chain).

• 1 non-executive director: Mr. Liu Huiyou.

• 3 independent non-executive directors: Mr. Li Wei, Dr. Qian Meifen, Mr. Chen Fei.

Supervisory Board of 5 members: Mr. Wu Yang, Mr. Zhang Cheng, Mr. Ji Yizhi, Mr. Wang Chuqi (formerly known as Wang Qi), Mr. Sun Bei.

Besides the executive directors, the senior management team includes Vice President and Board Secretary Mr. Zheng Zhong, Vice President Mr. Xie Hongyu, Chief Technology Officer Dr. Christopher John GUZY, Chief Financial Officer Mr. Shao Liangming.

Corporate Performance

According to the prospectus, in the past 2021, 2022, 2023, and the first five months of 2024, the revenue of Reshape Energy was RMB 0.524 billion, 0.605 billion, 0.895 billion, and 0.13 billion respectively, with corresponding net losses of RMB 0.654 billion, 0.546 billion, 0.578 billion, and 4.09 billion.

Intermediary Team

The main intermediary team for the restructuring of energy this IPO includes: China International Capital Corporation as its exclusive sponsor; BNP Paribas as its financial advisor; Ernst & Young as its auditor; Tian Yuan, Mayer Brown are its company lawyers in China, and its company lawyers in Hong Kong and the USA respectively; Linklaters, Baker McKenzie are its brokerage lawyers in China, and its brokerage lawyers in Hong Kong and the USA respectively; Frost & Sullivan is its industry consultant.