理想汽车分拆智驾芯片业务，马赫心科技首轮融资16.25亿元、投后估值约166亿元

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6-K
1
tm2627732d1_6k.htm
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16 UNDER
THE SECURITIES EXCHANGE
ACT OF 1934
For the month of October
2026
Commission File Number:
001-39407
Li Auto Inc.
(Registrant’s Name)
11 Wenliang Street
Shunyi District, Beijing
101399
People’s Republic
of China
(Address of Principal Executive
Offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F
x
Form
40-F
¨
EXHIBIT INDEX
Exhibit No.
Description
99.1
Press Release—Li Auto Inc.
Announces Equity Financing for Its Chip Business
99.2
Announcement—Discloseable
Transaction in Relation to the Subscription and the Adoption of the MH Incentive Schemes
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Li Auto Inc.
By
/s/ Tie Li
Name
:
Tie Li
Title
:
Director and Chief Financial Officer
Date: October 16, 2026

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EX-99.1
2
tm2627732d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Li Auto Inc. Announces Equity Financing for
Its Chip Business
October 16, 2026
BEIJING, China, October 16, 2026 —
Li Auto Inc. (“Li Auto” or the “Company”) (Nasdaq: LI; HKEX: 2015), a leader in China’s new energy vehicle
market, today announced that Shanghai Mahe Xin Technology Co., Ltd. (“MHX Technology”), a subsidiary of the Company dedicated
to its chip and domain controller business, entered into subscription agreements for equity financing totaling RMB1.625 billion (the “Subscription”).
The Company, through a wholly-owned subsidiary, and external investors including Hangzhou Jingtao, Lanchi Ventures, Huaye Tiancheng and
MiraclePlus (the “Investors”) will invest RMB1.0 billion and RMB625 million respectively.
In addition, Hangzhou Jingtao Additional Investor
has been granted a right (“Hangzhou Jingtao Subscription Right”), on a one-off basis on or before December 31, 2026,
to invest in MHX Technology at the same price per unit of increased registered capital as that under the Subscription, for an aggregate
consideration of not more than RMB500 million.
In connection with the Subscription, MHX Technology
will adopt two share incentive plans to provide incentives to its valuable employees and key contributors.
Li Auto will continue to control and consolidate
MHX Technology’s financial results following the financing. Assuming full utilization of both incentive plans and full exercise
of the Hangzhou Jingtao Subscription Right, the Company, the Investors, and certain entities to administer MHX Technology’s share
incentive plans expect to hold approximately 74.01%, 6.58%, and 19.41% equity interest in MHX Technology, respectively.
The establishment of MHX Technology as a dedicated
platform for the chip and domain controller business positions it to capitalize on broader industrial opportunities, particularly in non-automotive
sectors, and realize enhanced economies of scale. In addition, the Subscription provides MHX Technology with substantial capital to advance
its R&D and commercialization efforts, while the share incentive plans will attract, motivate and retain key talents, aligning participants’
interests with the long-term growth of the business.
Completion of the financing is subject to customary
closing conditions. Further details are available in the Company’s announcement published on the website of The Stock Exchange of
Hong Kong Limited on October 16, 2026.
About Li Auto Inc.
Li Auto Inc. is a leader in China’s new
energy vehicle market. The Company designs, develops, manufactures, and sells premium smart electric vehicles. Its mission is: Be Proactive,
Change the World. Through innovations in product, technology, and business model, the Company provides families with safe, convenient,
and comfortable products and services. Li Auto is a pioneer in successfully commercializing extended-range electric vehicles in China.
While firmly advancing along this technological route, it builds platforms for battery electric vehicles in parallel. The Company leverages
technology to create value for users. It concentrates its in-house development efforts on proprietary range extension systems, innovative
electric vehicle technologies, and smart vehicle solutions. The Company started volume production in November 2019. It offers high-tech
flagship family MPVs, Li L series extended-range electric SUVs, and Li i series battery electric SUVs. The Company will continue to expand
its product lineup to target a broader user base.
For more information, please visit:
https://ir.lixiang.com
.
Safe Harbor Statement
This press release contains statements that may
constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”
“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”
“estimates,” “targets,” “likely to,” “challenges,” and similar statements. Li Auto may
also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”)
and The Stock Exchange of Hong Kong Limited (the “HKEX”), in its annual report to shareholders, in press releases and other
written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical
facts, including statements about Li Auto’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in
any forward-looking statement, including but not limited to the following: Li Auto’s strategies, future business development, and
financial condition and results of operations; Li Auto’s limited operating history; risks associated with extended-range electric
vehicles and high-power charging battery electric vehicles; Li Auto’s ability to develop, manufacture, and deliver vehicles of high
quality and appeal to customers; Li Auto’s ability to generate positive cash flow and profits; product defects or any other failure
of vehicles to perform as expected; Li Auto’s ability to compete successfully; Li Auto’s ability to build its brand and withstand
negative publicity; cancellation of orders for Li Auto’s vehicles; Li Auto’s ability to develop new vehicles; and changes
in consumer demand and government incentives, subsidies, or other favorable government policies. Further information regarding these and
other risks is included in Li Auto’s filings with the SEC and the HKEX. All information provided in this press release is as of
the date of this press release, and Li Auto does not undertake any obligation to update any forward-looking statement, except as required
under applicable law.
For investor and media inquiries, please contact:
Li Auto Inc.
Investor Relations
Email: ir@lixiang.com
Christensen Advisory
Tel: +86-10-5900-1548
Email: Li@christensencomms.com

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Exhibit 99.2

Li

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility
for the contents of this announcement, make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.

Li Auto Inc.
理想汽車

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 2015)

DISCLOSEABLE TRANSACTION
IN RELATION TO
THE SUBSCRIPTION AND THE ADOPTION OF
THE MH INCENTIVE SCHEMES
INTRODUCTION
The Board is pleased to announce that on October 16, 2026, (i) MHX Technology (an indirectly
wholly-owned subsidiary of the Company as at the date of this announcement) and MHZX
Intelligent Technology entered into the Controlling Shareholder Subscription Agreement,
pursuant to which MHZX Intelligent Technology conditionally agreed to subscribe for
RMB42,826,552 increased registered capital of MHX Technology at an aggregate purchase
price of RMB1 billion; and (ii) MHX Technology, MHZX Intelligent Technology and the
Investors entered into the MHX Technology Capital Subscription Agreement, pursuant to which
the Investors conditionally agreed to subscribe for an aggregate of RMB26,766,595 increased
registered capital of MHX Technology at an aggregate purchase price of RMB625 million. This
round of equity financing of MHX Technology was led by Hangzhou Jingtao (杭州經韜), Lanchi
Ventures (藍馳創投) and Huaye Tiancheng (華業天成), with the participation of MiraclePlus (奇
績創壇).
In addition, under the MHX Technology Capital Subscription Agreement, MHX Technology and
MHZX Intelligent Technology agreed to grant to the Hangzhou Jingtao Additional Investor, on
the completion date applicable to Hangzhou Jingtao, the Hangzhou Jingtao Subscription Right,
pursuant to which the Hangzhou Jingtao Additional Investor may, on a one-off basis on or before
December 31, 2026, subscribe for additional increased registered capital of MHX Technology at
an implied purchase price of RMB23.35 per unit, for an aggregate subscription consideration of
not more than RMB500 million.
THE ADOPTION OF THE MH INCENTIVE SCHEMES
The Board further announces that, in connection with the Subscription, MHX Technology will
adopt the MH Incentive Scheme 1 for its employees and the MH Incentive Scheme 2 for its
senior management, with scheme mandate limits of 15% and 5%, respectively, of the enlarged
registered capital of MHX Technology upon completion of the Subscription (assuming no
exercise of the Hangzhou Jingtao Subscription Right). As MHX Technology is not a principal
subsidiary of the Company under Chapter 17 of the Listing Rules, the MH Incentive Schemes
do not constitute share schemes under Chapter 17 of the Listing Rules and are not subject to the
provisions of Chapter 17 of the Listing Rules.
1

LISTING RULES IMPLICATIONS
The Subscription constitutes a deemed disposal of equity interest in MHX Technology by the
Company under Rule 14.29 of the Listing Rules. As the MH Incentive Schemes involve the grant
of interests over the registered capital of MHX Technology, the adoption of the MH Incentive
Schemes also constitutes a possible disposal and/or deemed disposal of equity interest in MHX
Technology by the Company pursuant to Rule 14.32A of the Listing Rules. As the exercise of
the Hangzhou Jingtao Subscription Right is not at the discretion of the Group, pursuant to Rule
14.74(1) of the Listing Rules, the grant of the Hangzhou Jingtao Subscription Right is classified
as if the Hangzhou Jingtao Subscription Right had been exercised in full. Such transactions are
aggregated pursuant to Rule 14.23 of the Listing Rules.
Assuming (a) the Subscription is completed in full, (b) the Incentive Scheme 1 Mandate Limit
and the Incentive Scheme 2 Mandate Limit are fully utilised, and (c) the Hangzhou Jingtao
Subscription Right is exercised in full, the Company’s equity interest in MHX Technology
will be diluted from 100.00% to approximately 74.01%, representing a deemed disposal and/or
possible disposal of approximately 25.99% equity interest in MHX Technology by the Company,
and MHX Technology will remain a subsidiary of the Company. As the highest applicable
percentage ratio in respect of the aggregated transactions exceeds 5% but is less than 25%,
the Transactions constitute a discloseable transaction of the Company under Chapter 14 of the
Listing Rules and are subject to the reporting and announcement requirements under Chapter 14
of the Listing Rules, but are exempt from the circular and shareholders’ approval requirements
thereunder.
Completion of the Subscription is subject to the satisfaction and/or waiver of the conditions
precedent, and the Hangzhou Jingtao Subscription Right may or may not be exercised.
Accordingly, the Transactions may or may not proceed. Shareholders and potential
investors of the Company are advised to exercise caution when dealing in the securities of
the Company.
INTRODUCTION
The Board is pleased to announce that on October 16, 2026, (i) MHX Technology (an indirectly
wholly-owned subsidiary of the Company as at the date of this announcement) and MHZX
Intelligent Technology entered into the Controlling Shareholder Subscription Agreement, pursuant
to which MHZX Intelligent Technology conditionally agreed to subscribe for RMB42,826,552
increased registered capital of MHX Technology at an aggregate purchase price of RMB1
billion (the “ Controlling Shareholder Subscription ” ); and (ii) MHX Technology, MHZX
Intelligent Technology and the Investors entered into the MHX Technology Capital Subscription
Agreement, pursuant to which the Investors conditionally agreed to subscribe for an aggregate of
RMB26,766,595 increased registered capital of MHX Technology at an aggregate purchase price
of RMB625 million (the “Investor Subscription”, and together with the Controlling Shareholder
Subscription, the “ Subscription ” ). This round of equity financing of MHX Technology
contemplated under the MHX Technology Capital Subscription Agreement was led by Hangzhou
Jingtao (杭州經韜), Lanchi Ventures (藍馳創投) and Huaye Tiancheng (華業天成), with the
participation of MiraclePlus (奇績創壇).
In addition, under the MHX Technology Capital Subscription Agreement, MHX Technology and
MHZX Intelligent Technology have agreed to grant to the Hangzhou Jingtao Additional Investor,
on the completion date applicable to Hangzhou Jingtao, the Hangzhou Jingtao Subscription Right.
For details, see “The MHX Technology Capital Subscription Agreement – The Subscription” below
in this announcement.
2

THE MHX TECHNOLOGY CAPITAL SUBSCRIPTION AGREEMENT
The principal terms of the MHX Technology Capital Subscription Agreement are summarised
below:
Date:

October 16, 2026

Parties:
(a)

MHX Technology;

(b)

MHZX Intelligent Technology (as the controlling shareholder of MHX Technology); and

(c)

the Investor(s).

To the best of the Directors ’ knowledge, information and belief having made all reasonable
enquiry, each of the Investors and their respective ultimate beneficial owners are third parties
independent of the Company and its connected persons.
The Subscription
Pursuant to the MHX Technology Capital Subscription Agreement:
(a)

The Investors conditionally agreed to subscribe for an aggregate of RMB26,766,595 increased
registered capital of MHX Technology at an aggregate purchase price of RMB625 million,
of which (i) Hangzhou Jingtao agreed to subscribe for RMB8,565,310 registered capital for
RMB200 million; (ii) the Lanchi Ventures investors agreed to subscribe for RMB8,565,310
registered capital for RMB200 million; (iii) Huaye Tiancheng agreed to subscribe for
RMB8,565,311 registered capital for RMB200 million; and (iv) MiraclePlus III agreed to
subscribe for RMB1,070,664 registered capital for RMB25 million; and

(b)

MHX Technology and MHZX Intelligent Technology agreed to grant to Hangzhou Jingtao
and its affiliated funds (collectively, the “Hangzhou Jingtao Additional Investor”), on
the completion date applicable to Hangzhou Jingtao, a right (the “ Hangzhou Jingtao
Subscription Right”) to subscribe, on a one-off basis on or before December 31, 2026, for
additional increased registered capital of MHX Technology at an implied purchase price
of RMB23.35 per unit of registered capital, for an aggregate subscription consideration of
not more than RMB500 million. Upon exercise, any unexercised portion shall lapse. The
Hangzhou Jingtao Subscription Right shall automatically lapse if Hangzhou Jingtao does
not complete its subscription under the Investor Subscription or if the Hangzhou Jingtao
Subscription Right is not exercised on or before December 31, 2026. The equity interests
so acquired shall carry the same shareholder rights as those enjoyed by Hangzhou Jingtao
following completion of the Subscription.

Such increased registered capital of MHX Technology so subscribed is subject to certain transfer
restrictions including restrictions on transfer to competitors of the Group absent prior written
consent of MHX Technology, and a right of first refusal in favour of MHZX Intelligent Technology
when an Investor proposes to transfer out its then equity interests held in MHX Technology.

3

Consideration and basis of determination
The purchase price for the increased registered capital of MHX Technology payable by MHZX
Intelligent Technology and the Investors represents an implied pre-transaction valuation of MHX
Technology of RMB15 billion and an agreed post-transaction valuation of MHX Technology of
approximately RMB16.63 billion (calculated as the product of (i) the purchase price per unit of
increased registered capital of MHX Technology, being RMB23.35, and (ii) the total registered
capital of MHX Technology immediately upon the completion of the Subscription and the full
utilisation of the scheme mandate limits of the MH Incentive Schemes), without taking into
account any registered capital of MHX Technology which may be issued pursuant to the exercise
of the Hangzhou Jingtao Subscription Right.
Such price was determined after arm’s length negotiations between the parties after taking into
account the financial position, business performance and business prospects of MHX Technology,
with reference to:
(a)

the development prospects of the chip and domain controller industry, fuelled by the business
prospects and growth potential in the PRC market;

(b)

the advanced R&D progress and core technology capabilities of intelligent driving domain
controller of Li Auto Group as well as its extensive commercial coverage, including dynamic
data-flow architecture-based chips, and algorithm-compiler-OS-chip co-design; and

4

(c)

the validation through arm ’ s length negotiations with the Investors, which include
internationally recognised, reputable and sophisticated institutional investors with extensive
investment experience in the technology sector, taking into account:
(i)

the independent and comprehensive due diligence, commercial analysis and assessment
conducted by the Company’s management. As part of such assessment, the management
undertook a market comparable analysis and identified several peer companies for
benchmarking purposes. The selection of the comparable companies was based on a
number of objective criteria, including that: (i) the principal business activities of the
selected companies are focused on the research, development and commercialisation of
chip and domain controller; (ii) the selected companies are traded on major international
capital markets, including those in the United States and Hong Kong, which are
generally characterised by adequate market liquidity, transparency and established
regulatory disclosure standards; (iii) sufficient and reliable financial and operating
information of the selected companies that is publicly available to facilitate meaningful
comparison; and (iv) the selected companies exhibit high-growth characteristics in terms
of revenue growth and business expansion that are broadly comparable to the growth
profile and development stage of MHX Technology. The management also considered a
range of metrics derived from the selected comparable companies, together with MHX
Technology’s operational performance. Based on the foregoing analysis and assessment,
the management considered that the pre-transaction valuation of MHX Technology
as disclosed herein is supportable from a commercial perspective and is within the
valuation range implied by the selected comparable companies and transactions; and

(ii)

the assets and the intellectual property rights pertaining to the development of MHX
Technology’s core products to be transferred from the Group pursuant to the MHX
Technology Capital Subscription Agreement. The willingness of such Investors to
invest at the agreed purchase price provides independent market-based support for the
valuation of MHX Technology.

The subscription price under the Hangzhou Jingtao Subscription Right was determined on the
same basis as, and is equal to, the purchase price per unit of increased registered capital under the
Subscription.

5

Conditions precedent
Completion of the Investor Subscription is conditional upon the satisfaction (or written waiver
by the relevant Investor, which waiver shall be effective only in respect of that Investor) of the
following conditions precedent:
(a)

there being no PRC law, or judgment, ruling or injunction of any court, arbitral tribunal or
competent governmental authority, restricting, prohibiting or cancelling the Subscription,
and no pending litigation, arbitration, judgment or ruling which has or will have a material
adverse effect on the Subscription;

(b)

MHX Technology having obtained the required shareholders’ and board approvals for the
execution of the transaction documents and the Investor Subscription;

(c)

MHX Technology and MHZX Intelligent Technology having obtained all regulatory
and third-party approvals required for the execution and performance of the transaction
documents and the Investor Subscription;

(d)

the execution of all relevant transaction documents;

(e)

the representations and warranties given by MHX Technology and MHZX Intelligent
Technology under the MHX Technology Capital Subscription Agreement remaining true,
complete and accurate;

(f)

no event bearing material adverse effect on MHX Technology’s equity structure, assets,
financial condition or normal operations having occurred or existing since the date of the
MHX Technology Capital Subscription Agreement and up to the completion date;

(g)

the Investors having obtained all relevant authorisations and approvals for the Investor
Subscription; and

(h)

MHX Technology and MHZX Intelligent Technology having issued to the Investors a
confirmation letter confirming that all of the above conditions precedent have been satisfied.

Payment
Unless otherwise agreed, each Investor shall pay its respective purchase price in full in one
lump sum to the bank account designated by MHX Technology within 10 business days after
all conditions precedent under the MHX Technology Capital Subscription Agreement have been
satisfied (and in any event not later than 10 business days after the date of the MHX Technology
Capital Subscription Agreement).
No guarantee or security has been given or is required in connection with the Transactions.
THE CONTROLLING SHAREHOLDER SUBSCRIPTION AGREEMENT
The principal terms of the Controlling Shareholder Subscription Agreement are summarised below:
Date:

October 16, 2026

6

Parties:
(a)

MHX Technology; and

(b)

MHZX Intelligent Technology.

As at the date of this announcement, MHX Technology is held as to 100% by MHZX Intelligent
Technology, which is an indirectly wholly-owned subsidiary of the Company.
The Controlling Shareholder Subscription
Pursuant to the Controlling Shareholder Subscription Agreement, MHZX Intelligent Technology
conditionally agreed to subscribe for RMB42,826,552 increased registered capital of MHX
Technology at an aggregate purchase price of RMB1 billion (the purchase price per unit of
increased registered capital at RMB23.35). The Controlling Shareholder Subscription is entered
into in conjunction with, and at the same price per unit of registered capital as, the Investor
Subscription under the MHX Technology Capital Subscription Agreement.
Such increased registered capital of MHX Technology so subscribed is subject to certain transfer
restrictions including prior consent of the Investors in the event of proposed transfer by MHZX
Intelligent Technology exceeding certain percentage of its equity interests owned in MHX
Technology.
Considerations and basis of determination
The purchase price under the Controlling Shareholder Subscription Agreement was determined
on the same basis as, and is equal to, the purchase price per unit of increased registered capital
payable by the Investors under the MHX Technology Capital Subscription Agreement.
Conditions precedent
Completion of the Controlling Shareholder Subscription is conditional upon the satisfaction (or
written waiver by MHZX Intelligent Technology) of the following conditions precedent:
(a)

the representations and warranties given by each party under the Controlling Shareholder
Subscription Agreement remaining true, complete and accurate from the date of the
agreement up to completion, and there being no breach of the agreement;

(b)

MHX Technology having obtained the shareholder’s and board approvals for the execution
of the Controlling Shareholder Subscription Agreement, the Controlling Shareholder
Subscription and the corresponding amendments to its articles of association;

(c)

MHX Technology and MHZX Intelligent Technology having executed the Controlling
Shareholder Subscription Agreement and the other documents necessary for the Controlling
Shareholder Subscription; and

(d)

MHX Technology having confirmed to MHZX Intelligent Technology that the above
conditions precedent have been satisfied.

7

Payment
MHZX Intelligent Technology shall pay the purchase price in full in one lump sum to the bank
account designated by MHX Technology once all conditions precedent have been satisfied or
waived. Completion shall take place on the date of payment.
THE ADOPTION OF THE MH INCENTIVE SCHEMES
The Board further announces that, in connection with the Subscription, MHX Technology will
adopt the MH Incentive Scheme 1 and the MH Incentive Scheme 2 (together, the “MH Incentive
Schemes ” ) to provide incentives to its valuable employees and key contributors. As MHX
Technology is not a principal subsidiary of the Company under Chapter 17 of the Listing Rules,
neither the MH Incentive Scheme 1 nor the MH Incentive Scheme 2 constitutes a share scheme
under Chapter 17 of the Listing Rules and neither is subject to the provisions of Chapter 17 of the
Listing Rules. The principal terms of the MH Incentive Scheme 1 and the MH Incentive Scheme 2
are summarised below:
The MH Incentive Scheme 1
(a)

Purpose: to attract, retain and incentivise selected employees, management and core talent
considered essential to the long-term development and success of MHX Technology’s chip
and domain controller business, and to establish a long-term interest alignment mechanism
between such participants, MHX Technology and its shareholders through equity-based
incentives;

(b)

Term: the MH Incentive Scheme 1 shall remain in effect unless amended or terminated in
accordance with its terms, MHX Technology’s constitutional documents, the shareholders’
agreement of MHX Technology, and applicable law;

(c)

Eligible Participants: include but not limited to: (a) members of MHX Technology ’ s
management team; (b) core technology and product talent; (c) core business and professional
management talent; and (d) other key talent as determined by the MHX Technology Board;

(d)

Scheme Mandate Limit: the maximum equity interests in MHX Technology subject to the
MH Incentive Scheme 1 shall not exceed 15% of the enlarged total equity interests of MHX
Technology upon completion of the Subscription (assuming no exercise of the Hangzhou
Jingtao Subscription Right) (the “ Incentive Scheme 1 Mandate Limit” ). The Incentive
Scheme 1 Mandate Limit will be satisfied by new equity interests in MHX Technology to be
subscribed by the employee shareholding platform, such issuance to be completed no later
than 30 days after completion of the Subscription;

(e)

Types of awards: may include (a) restricted shares; (b) options; (c) interests in the employee
incentive platform; and (d) other long-term incentive instruments permitted by applicable
law; and

(f)

Subscription price, vesting and exercise conditions: to be determined by the general manager/
chief executive officer of MHX Technology and the management team of MHX Technology,
who have been irrevocably authorised by all shareholders and directors of MHX Technology
to formulate, administer and implement the incentive schemes (including, among others,
grants, vesting, amendment and cancellation), provided that the subscription price shall be
within the minimum price permitted by law.
8

The MH Incentive Scheme 2
The principal terms of the MH Incentive Scheme 2 are summarised below:
(a)

Purpose: to attract, incentivise and retain senior management of MHX Technology who have
a significant influence on or contribution to MHX Technology’s development;

(b)

Term: the MH Incentive Scheme 2 shall remain in effect for no more than 10 years from the
date of its approval by the shareholders of MHX Technology;

(c)

Eligible Participants: members of senior management of MHX Technology who play a key
role in leading business transformation, business model innovation and building sustainable
competitiveness, and who have significant influence and are irreplaceable;

(d)

Scheme Mandate Limit: the maximum equity interests in MHX Technology subject to the
MH Incentive Scheme 2 shall not exceed 5% of the enlarged total equity interests of MHX
Technology upon completion of the Subscription (assuming no exercise of the Hangzhou
Jingtao Subscription Right) (the “ Incentive Scheme 2 Mandate Limit” ). The Incentive
Scheme 2 Mandate Limit will be satisfied by new equity interests in MHX Technology
subsequent to completion of the Subscription;

(e)

Types of awards: restricted equity interests or share award in MHX Technology;

(f)

Grant price and unlocking: the grant price and grant conditions shall be determined by the
MHX Technology Board within the minimum price permitted by law. The restricted equity
interests and/or share awards shall be subject to certain lock up restrictions as determined by
the MHX Technology Board;

(g)

Administration: the MH Incentive Scheme 2 shall be administered by the MHX Technology
Board; and

(h)

Departure, repurchase and clawback: upon the departure of a participant or the occurrence of
specified misconduct, the relevant equity interests may be repurchased or forfeited, and gains
may be clawed back, in accordance with the terms of the MH Incentive Scheme 2.

REGISTERED CAPITAL RESERVE FOR FURTHER INCENTIVIZATION
Pursuant to the transaction documents, in addition to the equity incentives for employees and senior
management under the MH Incentive Schemes, MHX Technology may formulate equity incentive
arrangements for its directors or consultants, and may reserve an additional 3% of its enlarged
registered capital upon completion of the Subscription for such purpose (assuming full utilisation
of the Incentive Scheme 1 Mandate Limit and the Incentive Scheme 2 Mandate Limit and no
exercise of the Hangzhou Jingtao Subscription Right) (the “Additional MH ESOP Reserve”),
which is separate from the MH Incentive Schemes and is not reflected in the shareholding table
below.

9

CHANGE IN SHAREHOLDING STRUCTURE OF MHX TECHNOLOGY
The shareholding structure of MHX Technology immediately prior to and immediately upon
completion of the Transactions is set out below:

Shareholders of
MHX Technology

MHZX Intelligent Technology
Registered capital of MHX
Technology reserved pursuant
to the Incentive Scheme 1
Mandate Limit
Registered capital of MHX
Technology reserved pursuant
to the Incentive Scheme 2
Mandate Limit
Hangzhou Jingtao (杭州經韜)
Lanchi Ventures
(藍馳創投)
Huaye Tiancheng
(華業天成)
MiraclePlus
(奇績創壇)
Reserved for the Hangzhou
Jingtao Additional
Investor (Note 1)
Total

Immediately upon completion Immediately upon completion Immediately upon completion
of the Subscription and
of the Subscription and
of the Subscription and
the full utilisation of the
the full utilisation of the
the full utilisation of the
Incentive Scheme 1 Mandate Incentive Scheme 1 Mandate Incentive Scheme 1 Mandate
Limit (assuming the Incentive Limit and the Incentive
Limit and Incentive Scheme
Scheme 2 Mandate Limit is Scheme 2 Mandate Limit
2 Mandate Limit and full
Immediately prior to
not utilized and no exercise
(assuming no exercise of
exercise of the Hangzhou
the completion of the
of the Hangzhou Jingtao
the Hangzhou Jingtao
Jingtao Subscription Right
(Note 1)
Subscription
Subscription Right)
Subscription Right)
Unit of
Unit of
Unit of
Unit of
registered
registered
registered
registered
capital
capital
capital
capital
of MHX
of MHX
of MHX
of MHX
Technology Approximate Technology Approximate Technology Approximate Technology Approximate
(RMB)
%
(RMB)
%
(RMB)
%
(RMB)
%
500,000,000

100.00

542,826,552

80.25

542,826,552

76.24

542,826,552

74.01

–

–

106,798,715

15.79

106,798,715

15.00

106,798,715

14.56

–
–

–
–

–
8,565,310

–
1.27

35,599,572
8,565,310

5.00
1.20

35,599,572
8,565,310

4.85
1.17

–

–

8,565,310

1.27

8,565,310

1.20

8,565,310

1.17

–

–

8,565,311

1.27

8,565,311

1.20

8,565,311

1.17

–

–

1,070,664

0.16

1,070,664

0.15

1,070,664

0.15

–
500,000,000

–
100.00%

–
676,391,862

–
100.00%

–
711,991,434

–
100.00%

21,413,277
733,404,711

2.92
100.00%

10

Note:
(1)

Assuming the Hangzhou Jingtao Additional Investor exercises the Hangzhou Jingtao Subscription Right in
full for an aggregate subscription consideration of RMB500 million. Upon such exercise, Hangzhou Jingtao
and the Hangzhou Jingtao Additional Investor will together hold RMB29,978,587 registered capital of MHX
Technology, representing approximately 4.09% of the enlarged registered capital of MHX Technology.

(2)

The sum of unit of registered capital for certain column may not add up to the total due to rounding issues.

FINANCIAL IMPACT AND INTENDED USE OF PROCEEDS
Upon completion of the Subscription and the adoption of the MH Incentive Schemes, MHX
Technology will cease to be a wholly-owned subsidiary of the Company and will become an
approximately 76.24% owned subsidiary of the Company (assuming the Incentive Scheme 1
Mandate Limit and the Incentive Scheme 2 Mandate Limit are fully utilised, and no exercise of the
Hangzhou Jingtao Subscription Right).
Assuming further that the Hangzhou Jingtao Subscription Right is exercised in full, the Company’s
equity interest in MHX Technology will be further diluted to approximately 74.01%, and MHX
Technology will remain a subsidiary of the Company.
The financial results of MHX Technology will continue to be consolidated into the consolidated
financial statements of the Company.
Based on a preliminary assessment, the Company does not expect to record any gain or loss on the
transactions described in this announcement, the actual gain/loss amount (if any) to be recorded by
the Company will be subject to review by the Company’s auditor.
MHX Technology expects to receive proceeds of approximately RMB1,625 million from the
Subscription (comprising RMB1,000 million from MHZX Intelligent Technology under the
Controlling Shareholder Subscription and RMB625 million from the Investors under the Investor
Subscription) and, if the Hangzhou Jingtao Subscription Right is exercised in full, additional
proceeds of up to RMB500 million. Such proceeds are expected to be used for business expansion,
working capital, the acquisition of assets to be transferred to MHX Technology, research and
development and procurement of MHX Technology (and its subsidiaries), and other uses approved
by MHX Technology.

11

REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The Company considers that the introduction of external equity financing into MHX Technology
through the MHX Technology Capital Subscription Agreement and the adoption of the MH
Incentive Scheme 1 and the MH Incentive Scheme 2 are commercially beneficial to the Company
and MHX Technology and in the interests of the Company and its shareholders as a whole for the
following reasons:
(a)

the chip and domain controller business represents a second growth curve for the Group,
complementing the Group’s core premium smart electric vehicle business. The establishment
of MHX Technology as a dedicated platform for such business will enable focused
management attention, dedicated capital allocation and independent corporate governance.
This structure positions MHX Technology to capitalize on broader industrial opportunities,
particularly in non-automotive sectors, and realize enhanced economies of scale;

(b)

the Subscription will provide MHX Technology with a significant amount of capital to fund
its research and development and commercialisation activities across the full chip value
chain, thereby leveraging external financing to mobilise capital investment and allowing a
more efficient deployment of the Group’s financial resources;

(c)

the participation of internationally recognised institutional investors is expected to enhance
the profile of MHX Technology among its potential customers, suppliers and strategic
partners and strengthen its position in negotiating and soliciting business;

(d)

the adoption of the MH Incentive Scheme 1 and the MH Incentive Scheme 2 will (i) provide
a competitive long-term incentive mechanism to attract, motivate and retain core technology
and engineering talent essential to MHX Technology ’ s success; and (ii) align the key
personnel’s interests with the long-term growth and value creation of MHX Technology;

(e)

the Company will continue to control and consolidate MHX Technology following completion
of the Transactions and could achieve strategic synergies between the Group and MHX
Technology through the sharing of R&D resources and achievements in chip technology and
autonomous driving, so that the Group retains the strategic benefits of the chip and domain
controller business; and

(f)

the introduction of external financing enables the value of MHX Technology and the
Group’s chip and domain controller business to be better reflected on their own merits, and
enables investors to appraise and assess the performance and potential of MHX Technology
separately and distinctly from those of the Group’s other businesses.

In addition, the grant of the Hangzhou Jingtao Subscription Right will provide MHX Technology
with the opportunity to raise additional funding of up to RMB500 million within a short period at
the same valuation as the Subscription, which reflects the confidence of Hangzhou Jingtao in the
prospects of MHX Technology, without imposing any obligation on the Group should the right
lapse.
The Directors (including the independent non-executive Directors) believe that the terms of the
Controlling Shareholder Subscription Agreement, the MHX Technology Capital Subscription
Agreement and the transactions contemplated thereunder, including the adoption of the MH
Incentive Schemes and the grant of the Hangzhou Jingtao Subscription Right, are fair and
reasonable, on normal commercial terms and in the interests of the Company and its shareholders
as a whole.
12

None of the Directors has any material interest in the Transactions, and none of them is required to
abstain from voting on the relevant Board resolutions.
LISTING RULES IMPLICATIONS
The Subscription, the adoption of the MH Incentive Schemes and the grant of the Hangzhou
Jingtao Subscription Right
The Subscription constitutes a deemed disposal of equity interest in MHX Technology by the
Company under Rule 14.29 of the Listing Rules. MHX Technology is not a principal subsidiary
of the Company under Chapter 17 of the Listing Rules and, accordingly, the MH Incentive
Scheme 1 and the MH Incentive Scheme 2 do not constitute share schemes under Chapter 17 of
the Listing Rules and are not subject to the provisions of Chapter 17 of the Listing Rules. As both
the MH Incentive Scheme 1 and the MH Incentive Scheme 2 involve the grant of interests over
the registered capital of MHX Technology, the adoption of the MH Incentive Scheme 1 and the
MH Incentive Scheme 2 also constitutes possible disposals and/or deemed disposals of equity
interest in MHX Technology by the Company pursuant to Rule 14.32A of the Listing Rules and
should be aggregated with (i) one another and (ii) the Subscription pursuant to Rule 14.23 of the
Listing Rules. Assuming (a) the Subscription is completed in full and (b) the Incentive Scheme 1
Mandate Limit and the Incentive Scheme 2 Mandate Limit are fully utilised, the Company’s equity
interest in MHX Technology will be diluted from 100.00% to approximately 76.24%, representing
a deemed disposal and/or possible disposal of approximately 23.76% of the equity interest in MHX
Technology by the Company.
The grant of the Hangzhou Jingtao Subscription Right constitutes the grant of an option by the
Group. As the exercise of the Hangzhou Jingtao Subscription Right is at the discretion of the
Hangzhou Jingtao Additional Investor and not the Group, pursuant to Rule 14.74(1) of the Listing
Rules, the grant is classified as if the Hangzhou Jingtao Subscription Right had been exercised
in full, and the percentage ratios have been calculated on the basis of the maximum subscription
consideration of RMB500 million. The grant of the Hangzhou Jingtao Subscription Right is
aggregated with the Subscription, the adoption of the MH Incentive Scheme 1 and the MH
Incentive Scheme 2 pursuant to Rule 14.23 of the Listing Rules. Assuming further the full exercise
of the Hangzhou Jingtao Subscription Right, the Company’s equity interest in MHX Technology
will be diluted to approximately 74.01%, representing a deemed disposal and/or possible disposal
of approximately 25.99% of the equity interest in MHX Technology.
As the highest applicable percentage ratio in respect of the aggregated transactions (including
the grant of the Hangzhou Jingtao Subscription Right) exceeds 5% but is less than 25%, the
Subscription, the adoption of the MH Incentive Scheme 1 and the MH Incentive Scheme 2 and
the grant of the Hangzhou Jingtao Subscription Right constitute a discloseable transaction of the
Company under Chapter 14 of the Listing Rules and are subject to the reporting and announcement
requirements under Chapter 14 of the Listing Rules, but are exempt from the circular and
shareholders’ approval requirements thereunder.
The Company will comply with the applicable requirements (including those applicable to
connected transactions) under the Listing Rules as appropriate when MHX Technology proposes to
grant awards to any participants pursuant to the MH Incentive Schemes and/or the Additional MH
ESOP Reserve.

13

INFORMATION ON THE PARTIES
THE COMPANY
The Company is a company controlled through weighted voting rights and incorporated in the
Cayman Islands with limited liability, with its American depositary shares listed on the Nasdaq
Global Select Market (Nasdaq: LI) and its Class A ordinary shares listed on the Main Board of
the Stock Exchange (Stock Code: 2015 (HKD Counter)). The principal activity of the Company
is investment holding. The principal businesses of the Company’s subsidiaries are research and
development, sales and after sales management, manufacturing of automobile and technology
development.
MHZX Intelligent Technology
Shanghai Mahe Zhixin Intelligent Technology Co., Ltd.* (上海馬赫智芯智能科技有限公司)
is a limited liability company established under PRC law on August 4, 2026. It is an indirectly
wholly-owned subsidiary of the Company. MHZX Intelligent Technology is principally engaged
in investment holding. MHZX Intelligent Technology will remain as the controlling shareholder of
MHX Technology upon completion of the Transactions.
MHX Technology
Shanghai Mahe Xin Technology Co., Ltd.* (上海馬赫心科技有限公司) is a limited liability
company established under PRC law on August 12, 2026. MHX Technology is an indirectly
wholly-owned subsidiary of the Company as at the date of this announcement, held through MHZX
Intelligent Technology.
MHX Technology is a company to be principally engaged in the design and sale of chip and
domain controller. Its business model will centre on a full-stack “ chip-controller-operating
system” technology and product system, with core technologies encompassing dynamic data-flow
architecture-based chips and algorithm-compiler-OS-chip co-design. MHX Technology has been
strategically established by the Group to serve as the primary platform for the Group’s chip and
domain controller businesses in the PRC.
As MHX Technology was only established on August 12, 2026, it has not yet commenced
substantive commercial operations as at the date of this announcement and accordingly has not
recorded any revenue or profit. As at the date of this announcement, MHX Technology had no asset
(total or net). It is expected that MHX Technology will gradually commence operation, including
recruiting talents and acquiring assets for its operation upon completion of the Subscription.

14

The Investors

Hangzhou Jingtao (杭州經韜)
Hangzhou Jingtao Enterprise Management Partnership (Limited Partnership)* (杭州經韜企業管理
合夥企業(有限合夥)) (“Hangzhou Jingtao”) is a limited partnership established under the laws
of the PRC. As at the date of this announcement, Hangzhou Jingtao is held as to approximately
82.33% and 17.67% by its limited partners, Hangzhou Chuangyi Weilai Equity Investment
Partnership (Limited Partnership)* (杭州創奕未來股權投資合夥企業(有限合夥)) ( “ Hangzhou
Chuangyi Weilai”) and Hangzhou Chuangyi Shenghua Equity Investment Partnership (Limited
Partnership)* (杭州創奕晟華股權投資合夥企業(有限合夥)) (“Hangzhou Chuangyi Shenghua”),
respectively. The general partner of each of Hangzhou Jingtao, Hangzhou Chuangyi Weilai and
Hangzhou Chuangyi Shenghua is Hangzhou Chuangsheng Enterprise Management Partnership
(Limited Partnership)* (杭州創昇企業管理合夥企業(有限合夥)) ( “ Hangzhou Chuangsheng ” ),
whose general partner is Hangzhou Jinglun Enterprise Management Co., Ltd.* (杭州經綸企業管理
有限公司) (“Hangzhou Jinglun”). Hangzhou Jinglun is owned as to 51% by Zuo Lingye (左凌燁),
and none of its other shareholders holds 30% or more of its equity interest. None of the limited
partners of Hangzhou Chuangyi Weilai and Hangzhou Chuangyi Shenghua holds 30% or more
partnership interest in Hangzhou Jingtao. Hangzhou Jingtao is a holding vehicle, and the principal
business of each of Hangzhou Chuangyi Weilai and Hangzhou Chuangyi Shenghua is private
equity investment.

Lanchi Ventures (藍馳創投)
The investors under the Lanchi Ventures group comprise (i) Shanghai Lanchi Xinhao Venture
Capital Partnership (Limited Partnership)* (上海藍馳新皓創業投資合夥企業(有限合夥))
(“Lanchi Xinhao”), whose general partner is Yangzhou Lanchi Yuze Investment Co., Ltd.* (揚州
藍馳禹澤投資有限公司); (ii) Hangzhou Lanchi Xinhan Venture Capital Fund Partnership (Limited
Partnership)* (杭州藍馳新瀚創業投資基金合夥企業(有限合夥)) ( “ Lanchi Xinhan ” ), whose
general partner is Yangzhou Pengze Investment Management Co., Ltd.* (揚州澎澤投資管理有限
公司); (iii) Jiaxing Chiyue Venture Capital Partnership (Limited Partnership)* (嘉興馳岳創業投
資合夥企業(有限合夥)) (“Jiaxing Chiyue”), whose general partner is Jiaxing Yinuo Investment
Co., Ltd.* (嘉興奕諾投資有限公司); and (iv) Cosmic Flare Limited (“Cosmic Flare”). Each of
Lanchi Xinhao, Lanchi Xinhan and Jiaxing Chiyue is a limited partnership established in the PRC
focusing on investment activities, and each of their general partners is wholly owned by Beijing
Lanchi Hechuang Management Consulting Co., Ltd.* (北京藍馳禾創管理諮詢有限公司), which is
owned as to 99% by Mr. Zhu Tianyu (朱天宇) and 1% by Ms. Liu Ji (劉吉). None of the limited
partners of Lanchi Xinhao or Lanchi Xinhan holds 30% or more partnership interest. As at the
date of this announcement, among the limited partners of Jiaxing Chiyue, Wuhu Gefei Songcan
Equity Investment Center (Limited Partnership)* (蕪湖歌斐頌燦股權投資中心(有限合夥)) and
Wuhu Gefei Xianghao Equity Investment Center (Limited Partnership)* (蕪湖歌斐祥浩股權投資
中心(有限合夥)) hold approximately 38.37% and 37.30% partnership interest, respectively; none
of the other limited partners holds 30% or more partnership interest. The general partner of each
of these two limited partners is Shanghai Gefei Masa Asset Management Co., Ltd.* (上海歌斐瑪
撒資產管理有限公司), which is ultimately controlled by Wang Jingbo (汪靜波), and none of their
respective limited partners holds 30% or more partnership interest in these two limited partners.
Cosmic Flare is a company incorporated in Hong Kong with limited liability, which is ultimately
controlled by Mr. Tan Jui Kuang (陳維廣). Lanchi Ventures is a venture capital firm that focuses
on early-stage technology start-ups.

15

Huaye Tiancheng (華業天成)
The investors under the Huaye Tiancheng (華業天成) group comprise (i) Anhui Huaye Qicheng
Equity Investment Partnership (Limited Partnership)* (安徽華業啟成股權投資合夥企業(有
限合夥)) ( “ Anhui Huaye Qicheng ” ) and (ii) Zhuhai Jintuo Zhicheng Investment Partnership
(Limited Partnership)* (珠海勁拓智成投資合夥企業(有限合夥)) ( “ Zhuhai Jintuo Zhicheng” ),
each a limited partnership established under the laws of the PRC. Anhui Huaye Qicheng is held
as to approximately 0.06% by its general partner, Zhuhai Hengqin Huaye Tiancheng Investment
Partnership (Limited Partnership)* (珠海橫琴華業天成投資合夥企業(有限合夥)) ( “ Hengqin
Huaye Tiancheng”), and as to approximately 99.94% by its 24 limited partners, none of which
holds 30% or more of the interests therein. Zhuhai Jintuo Zhicheng is held as to 10% by its general
partner, Hainan Huaye Xiwang Investment Co., Ltd.* (海南華業希望投資有限公司), which is
wholly owned by Shenzhen Huaye Tiancheng Investment Co., Ltd.* (深圳華業天成投資有限公司)
(“Shenzhen Huaye Tiancheng”), and as to 90% by its limited partner, Hengqin Huaye Tiancheng.
Hengqin Huaye Tiancheng is held as to 1% by its general partner, Shenzhen Huaye Tiancheng, and
as to 59% and 40% by its limited partners, Mr. Sun Yelin (孫業林) and Mr. Yang Huajun (楊華君),
respectively. Shenzhen Huaye Tiancheng is owned as to 65% and 35% by Mr. Sun Yelin and Mr.
Yang Huajun, respectively. Accordingly, the ultimate beneficial owners of each of Anhui Huaye
Qicheng and Zhuhai Jintuo Zhicheng are Mr. Sun Yelin and Mr. Yang Huajun. Huaye Tiancheng
primarily focuses on long-term equity investments in privately held companies engaged in the
next-generation information technology industry.

MiraclePlus (奇績創壇)
Beijing Qiji Chuangtan Phase III Venture Capital Fund Center (Limited Partnership)* (北京奇績
創壇三期創業投資基金中心(有限合夥)) (“MiraclePlus III”) is a limited partnership established
in the PRC focusing on venture capital investment, and a member of the MiraclePlus (奇績創壇)
group (“MiraclePlus”). The general partner of MiraclePlus III is Beijing Qiji Chuangtan Xingfang
Phase III Enterprise Management Center (Limited Partnership)* (北京奇績創壇行方三期企業管理
中心(有限合夥)) (“MiraclePlus III GP”), in which its general partner, Shanghai Qiji Chuangtan
Zhiyuan Enterprise Management Co., Ltd.* (上海奇績創壇智圓企業管理有限責任公司) ( “ Qiji
Zhiyuan”), holds 99.9% partnership interest. Qiji Zhiyuan is owned as to 99.9% by Dr. Lu Qi (陸
奇). Accordingly, MiraclePlus III GP is ultimately controlled by Dr. Lu Qi. As at the date of this
announcement, the largest limited partner of MiraclePlus III is Beijing Zhongguancun Science
City Phase III Technology Growth Equity Investment Partnership (Limited Partnership)* (北京
中關村科學城三期科技成長股權投資合夥企業(有限合夥)) ( “ ZGC Science City Fund III ” ),
holding approximately 66% partnership interest in MiraclePlus III. ZGC Science City Fund III
is held as to 99% by its limited partner, Beijing Haidian District State-owned Assets Investment
Group Co., Ltd.* (北京市海淀區國有資產投資集團有限公司) ( “ Haidian SOA Group ” ), and
as to 1% by its general partner, Beijing Zhongguancun Science City Technology Investment
Management Co., Ltd.* (北京中關村科學城科技投資管理有限公司), which is in turn owned as
to 80% by Beijing Zhongguancun Science City Innovation Development Co., Ltd.* (北京中關村
科學城創新發展有限公司) and as to 20% by Haidian SOA Group. Each of Haidian SOA Group
and Beijing Zhongguancun Science City Innovation Development Co., Ltd. is wholly owned by
Beijing Haidian District State-owned Capital Operation Co., Ltd.* (北京市海淀區國有資本運營有
限公司), which is in turn wholly owned by the State-owned Assets Supervision and Administration
Commission of the People’s Government of Haidian District, Beijing* (北京市海淀區人民政府國
有資產監督管理委員會). The other limited partners of MiraclePlus III, none of which holds 30%
or more partnership interest in MiraclePlus III, are (i) Shenzhen Shiji Kaihua Investment Fund Co.,
Ltd.* (深圳市世紀凱華投資基金有限公司), holding approximately 14.67% partnership interest;
(ii) Beijing Xinyi Zhuoyue Technology Co., Ltd.* (北京新異卓越科技有限公司), a wholly-owned
16

subsidiary of Douyin Co., Ltd.* (抖音有限公司), holding approximately 11% partnership interest;
and (iii) Chongqing Chezhiyuan Venture Capital Co., Ltd.* (重慶車之轅創業投資有限公司),
an indirect wholly-owned subsidiary of the Company, holding approximately 7.33% partnership
interest. MiraclePlus is an early-stage venture capital and start-up accelerator platform founded by
Dr. Lu Qi.
Save for Chongqing Chezhiyuan Venture Capital Co., Ltd.*, which is a subsidiary of the Company,
to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry,
all of the abovementioned individuals and entities are third parties independent of the Company
and its connected persons.
Completion of the Subscription is subject to the satisfaction and/or waiver of the conditions
precedent, and the Hangzhou Jingtao Subscription Right may or may not be exercised.
Accordingly, the Transactions may or may not proceed. Shareholders and potential investors
of the Company are advised to exercise caution when dealing in the securities of the
Company.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have
the following meanings:
“Board”

the board of directors of the Company

“Company”

Li Auto Inc. (理想汽車) (formerly known as “Leading Ideal
Inc.” and “CHJ Technologies Inc.”), a company with limited
liability incorporated in the Cayman Islands on April 28, 2017

“connected person(s)”

has the meaning ascribed to it under the Listing Rules

“Director(s)”

the director(s) of the Company

“Group”

the Company and its subsidiaries

“Hangzhou Jingtao”

Hangzhou Jingtao Enterprise Management Partnership (Limited
Partnership)* (杭州經韜企業管理合夥企業(有限合夥))

“Hangzhou Jingtao
Additional Investor”

Hangzhou Jingtao and its affiliated funds, each of which
shall be an independent third party of the Company and its
connected persons

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Investor(s)”

the entities set out in “The Investors” in this announcement,
being the subscriber(s) (other than MHZX Intelligent
Technology) under the MHX Technology Capital Subscription
Agreement

17

“Listing Rules”

the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited

“MH Incentive Scheme 1”

the employee equity incentive scheme of MHX Technology to
be adopted in connection with the Transactions, the principal
terms of which are set out in the section headed “The Adoption
of the MH Incentive Schemes” in this announcement

“MH Incentive Scheme 2”

the restricted equity incentive scheme of MHX Technology for
its senior management to be adopted in connection with the
Transactions, the principal terms of which are set out in the
section headed “The Adoption of the MH Incentive Schemes”
in this announcement

“MH Incentive Schemes”

the MH Incentive Scheme 1 and the MH Incentive Scheme 2

“MHX Technology”

Shanghai Mahe Xin Technology Co., Ltd.* (上海馬赫心科技
有限公司), a limited liability company established under PRC
law and an indirectly wholly-owned subsidiary of the Company
as at the date of this announcement

“MHX Technology Board”

the board of directors of MHX Technology

“MHX Technology Capital
Subscription Agreement”

the capital increase agreement in relation to MHX Technology
dated October 16, 2026 entered into among MHX Technology,
MHZX Intelligent Technology and the Investors

“MHZX Intelligent
Technology”

Shanghai Mahe Zhixin Intelligent Technology Co., Ltd.* (上
海馬赫智芯智能科技有限公司), a limited liability company
established under PRC law and an indirectly wholly-owned
subsidiary of the Company as at the date of this announcement

“PRC” or “China”

the People ’ s Republic of China, which for the purpose of
this announcement excludes Hong Kong, the Macau Special
Administrative Region of the PRC and Taiwan

“RMB”

Renminbi, the lawful currency of the PRC

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Subscription”

the Investor Subscription pursuant to the MHX Technology
Capital Subscription Agreement and the Controlling
Shareholder Subscription pursuant to the Controlling
Shareholder Subscription Agreement

18

“Transactions”

together, the Subscription, the adoption of the MH Incentive
Schemes and the grant of the Hangzhou Jingtao Subscription
Right

“%”

per cent

*

For identification purposes only

By order of the Board
Li Auto Inc.
Li Xiang
Chairman
Hong Kong, October 16, 2026

As of the date of this announcement, the Board of the Company comprises Mr. Li Xiang, Mr.
Ma Donghui and Mr. Li Tie as executive directors; Mr. Wang Xing and Mr. Fan Zheng as
non-executive directors; and Mr. Zhao Hongqiang, Mr. Jiang Zhenyu and Prof. Xiao Xing as
independent non-executive directors.

19