A.History and Development of the Company We commenced our operations in 2011 by procuring pre-owned phones and other consumer electronics from consumers through AHS Recycle. In 2014, we expanded to offline channels by opening AHS stores in popular shopping malls. In 2015, we started cooperating with e-commerce platforms such as JD.com, and consumer electronics brands such as Xiaomi, to attract their user traffic to our offline AHS stores for trade-in. In an attempt to further leverage our supply chain capabilities and quality inspection, grading and pricing capability accumulated in years of our business operations, in late 2017, we launched PJT Marketplace, an online bidding platform where AHS Recycle and third-party merchants sell pre-owned consumer electronics to buyers, primarily small merchants and retailers, and, in 2019, we acquired Paipai Marketplace, a B2C transaction platform for pre-owned products, from JD Group. To facilitate our offshore financing, we established our offshore holding structure during the period from November 2011 to August 2012. Specifically, we established our holding company, AiHuiShou International Co. Ltd., in the Cayman Islands in November 2011 and later renamed it as ATRenew Inc. in November 2021. Our Cayman holding company further established AiHuiShou International Company Limited, or AiHuiShou HK, as its 65 wholly-owned subsidiary in Hong Kong in January 2012. In August 2012, AiHuiShou HK further established a wholly-owned subsidiary, Shanghai Aihui Trading Co., Ltd., or Shanghai Aihui, in China. After we established our offshore holding structure in August 2012, we obtained control over Shanghai Wanwuxinsheng Information Technology Group Co., Ltd., or Shanghai Wanwuxinsheng, a company jointly established by Mr. Kerry Xuefeng Chen and Mr. Wenjun Sun in China in May 2010 under the name of Shanghai Yueyee Network Information Technology Co., Ltd. (上海悦易网络信息技术有限公司), by entering into a set of contractual arrangements between Shanghai Aihui, Shanghai Wanwuxinsheng and the shareholders of Shanghai Wanwuxinsheng in August 2012. Shanghai Wanwuxinsheng further established in China (i) Shanghai Yueyi Network Information Technology Co., Ltd. (上海悦亿网络信息技术有限公司) in September 2015, and (ii) Changzhou Yueyi Network Information Technology Co., Ltd., or Changzhou Yueyi, in June 2017. Shanghai Yueyi mainly operates our own offline AHS stores in the AHS store network and our PJT and Paipai online marketplaces, as well as other innovative businesses. Changzhou Yueyi mainly engages in the collection of pre-owned consumer electronics sourced from JD Group’s e-commerce platforms, our brand partners and distributor partners. In March 2017, we started to expand our business to overseas market and established AHS Device Hong Kong (formerly known as Shanghai Yueyi Network (HK) Co., Limited and Aihuishou Global Co., Limited), or AHS Device HK, in Hong Kong as the primarily entity operating our overseas business. In June 2021, we listed our ADSs on the New York Stock Exchange under the symbol “RERE.” In August 2021, we terminated our contractual arrangements with Shenzhen Lvchuang and disposed of Shenzhen Lvchuang to third parties. In April 2022, we also terminated our contractual arrangements with Shanghai Wanwuxinsheng, and acquired all equity interests of Shanghai Wanwuxinsheng, following which Shanghai Wanwuxinsheng became a subsidiary of our company. Our principal executive offices are located at 12th Floor, No. 6 Building, 433 Songhu Road, Shanghai, the People’s Republic of China. Our telephone number at this address is +86 21 5290-7031. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. The information that we file with the SEC can be accessed over the internet at www.sec.gov. You can also find information about our company on our website at ir.atrenew.com. The information contained on our website is not a part of this annual report. B.Business Overview We are a leading pre-owned consumer electronics transaction and service platform in China. We created the first inspection, grading and pricing processes that helped standardize the pre-owned consumer electronics industry. While core to our success is our ability to effectively source supply, our offerings today span the entire value chain for pre-owned consumer electronics. We were founded in 2011 as a consumer-oriented single service provider focused on efficiently sourcing electronic devices through AHS Recycle, a leading online and offline offering for recycle and trade-in services in China. We have since evolved to an integrated transaction and service platform through the addition of PJT Marketplace, China’s leading B2B marketplace for trading electronic products and services, in late 2017. We further extended our capabilities to retail consumers through Paipai Marketplace, a retail marketplace for pre-owned products of certified quality which we acquired from JD Group in 2019. Starting from 2019, we have been increasing our international presence as well. With these offerings, we have reinvented how consumers, small merchants, consumer electronics brands, e-commerce platforms and retailers sell and purchase pre-owned consumer electronics. Over time, we hope to empower more participants, both in China and the rest of the world, to partake in the pre-owned electronics circulation ecosystem. 66 Our platform digitally integrates every step of the value chain. We obtain supply of pre-owned consumer electronics, process devices for resale using proprietary inspection, grading, and pricing technologies in our operation centers, and distribute processed devices to a variety of purchasers. We transact with consumers and small merchants at both the supply and demand sides of the value chain, ensuring that a diversity of participants have access to our platform. Through end-to-end coverage of the value chain and supply and demand participation supported by our quality and pricing benchmarks, we believe we set the standard for the industry in China. Our platform is frequently used by consumers and small merchants throughout the country for quality ratings and listing prices of pre-owned products before transacting. We leverage an online and offline presence to extend the reach of our platform. As of December 31, 2025, we had 2,195 AHS stores throughout China. We serve a diverse base of participants on both the supply and demand sides of the value chain. On the supply side, AHS Recycle provides consumers with convenient channels to monetize idle goods. On the demand side, PJT Marketplace offers nationwide merchants of pre-owned consumer electronics with a comprehensive suite of trading solutions. We also serve consumers directly through Paipai Marketplace, where they can purchase a variety of pre-owned items, with a focus on consumer electronics. With our end-to-end value chain coverage and established standardization of inspection, grading and pricing process, we believe we have set the benchmark for the pre-owned consumer electronics industry in China. As our ecosystem evolves, we aim to bring more participants into the circular economy, fostering sustainable industry growth. Building on our infrastructure and operational expertise in consumer electronics sector, we have evolved from single-category recycling into a comprehensive multi-category platform for pre-owned consumer goods. Nowadays, our broad consumer base can also trade other pre-owned goods, such as luxury goods, gold and jewelry, across over majority of our self-operated offline stores. This diversification has significantly broadened our market reach and growth potential. Our Path of Evolution Our business has evolved since our founding as follows: •2011 – 2017: In 2011, we started to procure pre-owned phones and other consumer electronics from consumers through AHS Recycle. We began developing our own quality standards and testing facilities for consumer electronics at the same time. In 2014, we expanded to offline channels by opening AHS stores offline in popular shopping malls. We later opened a series of AHS branded partner stores that are jointly-operated by our partners and us, which we refer to as AHS partner stores, in selected cities to further enhance our brand awareness, offline reach and service capabilities. In 2015, we started cooperating with e-commerce platforms such as JD.com, and consumer electronics brands, to attract their user traffic to our offline AHS stores for trade-in. The omni-channel trade-in network facilitated the procurement of consumer electronics, enabling us to scale up our business and accumulate know-how in the inspection, grading and pricing of pre-owned consumer electronics. From 2011 to 2017, our online channels include our AHS Recycle mobile app, our website, JD.com portals and the online platforms of consumer electronics brands that we cooperate with. In this period, we sold pre-owned consumer electronics procured through AHS Recycle to small merchants. •2017 – 2018: In late 2017, we launched PJT Marketplace, an online bidding platform where AHS Recycle and third-party sellers sell pre-owned consumer electronics to buyers, such as resellers, mom-and-pop stores and other small merchants. PJT Marketplace enables retailers and small merchants in the pre-owned consumer electronics transaction and service industry in China to transition online and complete transactions under our quality certification standards. Since the launch of PJT Marketplace, we have evolved from a proprietary trade-in service provider to an open platform transaction enabler, broadening our reach to a much larger total addressable market. •2019 – 2021: In 2019, we acquired Paipai, which we refer to as Paipai Marketplace, from JD Group and entered into a five-year framework business cooperation agreement with JD Group. Paipai Marketplace allows us to further satisfy demand for consumer electronics by extending our core transaction and service competencies to retail purchasers. This meaningfully complements the supply of consumer electronics provided through AHS Recycle. The acquisition and integration of Paipai Marketplace created a closed loop as supply sourced from consumers was then sold back to consumers. In the same year, we also began 67 to expand and establish presences outside of Chinese Mainland to work with local carriers, merchants and retailers to collectively engage in global pre-owned consumer electronics procurement and distribution. •2022 – 2023: In April 2022, we started to pilot our consumer electronics repair and refurbishment operations with a view to further address consumers’ demand for premium pre-owned devices and to expand our profit margin. In June 2022, we introduced our multi-category recycling business to a selection of cities to reinforce AHS Recycle’s positioning as a trustworthy go-to destination for individuals to trade used luxury goods, gold and jewelry, among other high-value consumer goods, for cashback. In late 2022, we formed a strategic partnership with a leading global mobile phone brand to provide recycling and trade-in services, which we expect will strengthen our capabilities in recycling supply chain and boost our recycling penetration rate.In June 2023, we officially launched our trade-in services in the global mobile phone brand’s official retail channels in Chinese Mainland. This move represents an expansion of our sources of supply of pre-owned products beyond AHS stores, AHS Recycle online channels, and JD.com, among others. •2024 – 2026: In May 2024, we renewed the business cooperation agreement with JD Group for a term from June 1, 2024 to December 31, 2027. In March 2025, we opened our first PJT Marketplace flagship store in Shenzhen, dedicated to promoting transparency and disciplined growth within the industry. In March 2026, we amended and restated the business cooperation agreement with JD Group, pursuant to which the term of the cooperation will automatically extend for an additional three years following the expiration of the original agreement, with the new expiration date being December 31, 2030. Our Platform Our platform primarily consists of three components, AHS Recycle, PJT Marketplace and Paipai Marketplace. •AHS Recycle is our C2B offering catering to consumers who sell their pre-owned consumer electronics, luxury goods, gold and jewelry, among others, or trade pre-owned consumer electronics in exchange for new devices. AHS Recycle has diverse online channels, including AHS Recycle mobile app, Weixin official account and mini program, its website, its e-commerce platform partners’ portals and the online platforms of consumer electronics brands that we cooperate with. In addition, we also operate a nationwide network of 2,195 offline AHS stores throughout China as of December 31, 2025. AHS Recycle’s omni-channel capabilities that span across both online and offline channels deliver exceptional user experience. Throughout the service process, we are committed to safeguarding user data privacy and security. Devices procured from AHS Recycle are sold through PJT Marketplace (B2B offering), Paipai Marketplace (B2C offering), or other channels, including our stores operated at third-party platforms, our AHS stores, or AHS app and Weixin mini-program, and AHS Device. •PJT Marketplace is our B2B offering providing nationwide merchants of pre-owned consumer electronics with a comprehensive suite of buying and selling solutions. PJT Marketplace provides small merchants and other participants with a trading venue of the pre-owned consumer electronics that have been subject to standardized grading system and enables nationwide small merchants to penetrate value chain of the pre-owned consumer electronics trading industry by launching their own trade-in programs. Consumer electronics sourced from AHS Recycle are also sold to small merchants on PJT Marketplace. •Paipai Marketplace is our B2C offering on which consumers can purchase various types of pre-owned products, primarily consumer electronics. Through our strong proprietary supply chain capabilities, we provide quality assurance for consumer purchases regardless of whether the consumer purchases devices sourced from AHS Recycle or third-party merchants, enhancing consumer trust in buying and using pre-owned products. We mainly provide platform services to third-party merchants under two models: the consignment model where we conduct device certification in our operation centers, and the POP model where the devices do not go through our operation center. We also sell devices sourced from AHS Recycle on Paipai Marketplace. We select high-quality devices from among those sourced from third-party merchants and AHS Recycle and sell them in our Paipai online stores to attract more consumers. Under both models, we provide consumers on Paipai Marketplace with consistent high-quality customer services. 68 In addition, through AHS Device, our international portal, we sell pre-owned consumer electronics primarily sourced through mobile network operators and merchants in developed economies, to bidding platforms and other distributors outside of Chinese Mainland, primarily in Hong Kong, Southeast Asia and the Middle East. We generate product revenues primarily from sales of devices that are sourced online and offline through AHS Recycle to buyers through PJT Marketplace and Paipai Marketplace, as well as other channels we operate. We also generate service revenues by charging a commission fee on each transaction completed on PJT Marketplace and Paipai Marketplace. Supply Side AHS Recycle We procure consumer electronic devices through AHS Recycle via offline and online channels. For consumers who visit our offline AHS stores, they complete their orders on site. For consumers who visit AHS Recycle online, they have three options to complete an order: to go to a nearby offline AHS store as suggested by the online gateway, to arrange an inspection and pick-up by an AHS Recycle representative at the consumer's designated location, or to courier the device directly to an operation center, where the device is inspected, graded and priced. Offline channels We operate offline AHS stores in selected locations, including directly-operated stores primarily in first- and second-tier cities, and jointly-operated partner stores primarily in lower-tier cities. As of December 31, 2025, we had 1,002 directly-operated AHS stores, 1,129 jointly-operated standard AHS stores and 64 shop-in-shop AHS stores in China. There are two types of directly-operated stores. The first type consists of multi-category recycling stores, which are strategically located in popular shopping malls. These stores primarily focus on the recycling of consumer electronics but also accept a range of other items, including luxury goods, gold, jewelry and additional categories. The second type comprises smaller recycling stations, which are situated in community areas such as near subway passages. These stations are dedicated exclusively to the recycling of consumer electronics. For our directly-operated AHS stores, we lease the properties, employ the store clerks and take full control of the daily operations. Jointly-operated partner stores help us reach more consumers and procure more pre-owned consumer electronics. Under our cooperation with our AHS store partners, we provide training and intelligent operational systems to support in-store operating personnel and store management. In return, we share a portion of our profit with them. Our AHS stores attract a large number of walk-in consumers, as they are located in areas with strong foot traffic, and also serve as convenient physical channels for device delivery. Consumers may also be guided to offline AHS stores by our business partners, such as consumer electronics brands and JD.com, and our AHS online channels. A typical consumer’s journey in an offline AHS store is as follows: Certification and pricing. A store clerk first conducts a preliminary check of the device regarding its brand, model, time of production, channel of prior purchase and other basic criteria. The clerk then applies our comprehensive checking and certification process on the device, and provides a price quote accordingly. The price quote is based on our consistent pricing model applicable to both online and offline transactions. If the consumer has any questions or concerns about the price quote, the clerk will provide assistance accordingly. Data migration and erasing. To ensure data privacy, we conduct data erasing as a mandatory procedure before transporting any device into our operation centers. At AHS stores, we erase all user data on pre-owned devices in front of consumers in order to make the consumers feel comfortable and secure. If the consumer has a new device at hand, or opts to trade in for a new device available in-store, the clerk will help the consumer migrate data from the old device to the new device. Completion of order. For orders placed directly in AHS stores, consumers get paid immediately after the device has gone through the standard process of certification, order confirmation and data erasing. 69 Additional services. In-store consumers can enjoy a number of services such as data migration and data erasing, and accessories purchase, as well as introduction of third-party phone screen maintenance service, instant repair and power bank rental provided by third-party suppliers. Additionally, in a trade-in scenario, the clerk will help recommend suitable models of new devices based on the consumer’s needs, and advise device availability, for example, in offline AHS stores in the same city, or available from other AHS partner online channels, such as JD.com. We are able to leverage our AHS stores to ensure seamless transaction experiences and high-quality customer service. Our overall business growth also benefits from the increased brand presence and awareness raised by our network of AHS stores. As of December 31, 2025, we had 2,195 AHS stores, respectively, located in 298 cities in China. Online channels Our AHS Recycle online channels include our AHS Recycle mobile app, Weixin official account and mini program, our website, our e-commerce platform partners’ portals, and the online platforms of consumer electronics brands that we cooperate with. For a typical consumer who visits AHS Recycle online, we provide a seamless transaction experience as follows: Device condition inquiry. On the main page of the gateway, the consumer can choose the type of device he or she intends to sell, followed by the brand and model. The consumer is then guided to answer a series of questions about the condition of the device, including time and channel of prior purchase, whether the device functions normally, whether the screen remains intact, whether there are any damages to the body of the device, terms of warranty left and other dysfunctionalities, if any. Estimated pricing. Upon providing responses to the set of questions, a consumer obtains estimated pricing in real time. The pricing is automatically generated by our central database, taking into consideration not only the current condition of the device, but also market demand, depreciation and other factors that impact the retail value of the device. The consumer is then able to decide whether to proceed with selling or trade-in based on the estimated pricing. Confirm sale or trade-in order. If the estimated pricing meets the consumer’s expectation, the consumer can place an order to sell the device or trade it in for a newer model. The consumer would have three options for the next step: to go to a nearby offline AHS store as suggested by the online gateway, to arrange an inspection and pick-up by an AHS Recycle representative at the consumer’s designated location, or to courier the device directly to an operation center, where the device is inspected, graded and priced. Certification and pricing. After receiving the device from the consumer, we apply our standard certification process to the device. We then offer the consumer a final price quote using a similar pricing model as the one for estimated pricing. This step ensures setting a fair price based on a consistent standard. Our consumer service team will answer any potential questions the consumer may have regarding the certification and the final price quote for his or her device. For a consumer who chooses to courier the device to an operation center, we notify the consumer of the final price quote typically within 48 hours after we receive the device. For a consumer who chooses to go to a nearby offline AHS store or arrange pick-up by an AHS Recycle representative, inspection, grading and pricing can be performed instantly. Completion of order. If the consumer agrees to the price quote, we will complete the order by issuing payment to the consumer and erasing all user data stored in the device. If the consumer asks to cancel the order, we will send the device back to the consumer within 48 hours upon receipt of a cancellation request. 70 One-stop trade-in option. The consumer also has the option of trade-in through AHS Recycle. We cooperate with major e-commerce platforms and consumer electronics brands to offer new devices, and we provide consumers options to trade in with a seamless transaction experience. This helps business partners promote sales and marketing of their new devices and allow their consumers access to our widespread offline reach and exceptional supply chain capabilities. We do not charge the sales and marketing services to major e-commerce platforms and consumer electronic brands. If a consumer opts for a trade-in, we do not typically transmit any payment to the consumer, but instead apply the value of the consumer’s existing device towards lowering the overall amount of payment for the consumer’s new device. Consumers have the option to receive new devices in-store or via in-person pick-up. We usually arrange courier and bear courier costs for such trade-in transactions. For trade-in transactions, we provide similar certification, pricing and data erasing services as recycling transactions. We do not charge any additional fee, in the case that the customer asks to cancel the order after price quotation. All devices procured from AHS Recycle are subjected to quality inspection and warehousing procedures, regardless of the sales channel. The specific quality inspection standards applied may differ depending on the sales channel. Devices suitable for refurbishment are repaired and then re-inspected. Partnership with key supply sources We have established, and intend to continue to build business alliances and partnerships to grow our supply sources. In 2019, concurrently with our acquisition of Paipai Marketplace second-hand business from JD Group, we entered into a five-year business cooperation agreement with JD Group. In May 2024, we renewed the business cooperation agreement with JD Group for a term from June 1, 2024 to December 31, 2027, which allows us to continue to cooperate with JD Group in the second-hand business by integrating resources and leveraging the strengths of both parties. The cooperation will continue in areas such as user traffic, technology support, and logistics, among others. In March 2026, we amended and restated the business cooperation agreement with JD Group, pursuant to which the term of the cooperation will automatically extend for an additional three years following the expiration of the original agreement, with the new expiration date being December 31, 2030. We have also formed business alliances with leading consumer electronics brands, whom we refer to as our brand partners. We primarily cooperate with our brand partners under the trade-in scenario. Our brand partners typically offer trade-in services on their official website, mobile app and authorized offline retail stores, and these services are primarily supported by our service offerings. Customers of our brand partners are usually guided to our AHS stores to have their trade-in orders fulfilled. Hundreds of millions of annual active customer accounts on JD platforms and customers of our brand partners bring a significant number of devices transacted on AHS Recycle. Third-party merchants Third-party merchants and consumer electronics retailers can choose PJT Marketplace or Paipai Marketplace to sell the products they hold. Typically, between the two marketplaces, PJT Marketplace provides merchants with faster turnaround due to the highly efficient auction transaction model and fixed-price model. Paipai Marketplace allows merchants to enjoy a higher retail margin, as the products are sold directly to end users. For all devices distributed on PJT Marketplace in 2025, 85.5% were inspected in our operation centers, while the remainder were inspected by third-party merchants, both under our certification and grading standards. We provide suggested pricing for each device listed on PJT Marketplace, regardless of whether the device has been inspected in our own operation centers. We charge sellers on PJT Marketplace a commission, which comprises of seller service fees, logistics service fees, quality inspection fees and storage fees. As of December 31, 2025, there were around 520,000 third-party merchants registered as sellers on our PJT Marketplace. Third-party merchants on Paipai Marketplace sell their products under two models: the consignment model and the POP model. In the consignment model, we conduct device certification at our operation centers. Merchants supply products to our platform and set their own prices, while we manage all other operational aspects, including store operations, product management, traffic management and customer service. In the POP model, devices do not pass through our operation centers. Instead, sellers independently establish and operate their own stores. They are responsible for all aspects of store operations, including product management, price setting, traffic management and providing both pre-sale and after-sale customer service, such as handling returns. In 2025, the majority of products on 71 Paipai Marketplace were sold under the POP model as we shift our strategic focus from the consignment model to direct retail sales. We also operate our own flagship stores on Paipai Marketplace, where we typically sell our own goods and inspect and certify the devices in our operation centers. Demand Side Our revenue is generated from the goods distribution and services provided to merchants and consumers through transactions on our PJT Marketplace and Paipai Marketplace, as well as other channels we operate. For example, we have been actively exploring new avenues to reach a broader consumer base to sell our goods, such as opening our own stores or collaborating with third-party live streamers on social media platforms such as Douyin and Red Note. In 2025, among all devices transacted on our platform, 42.6% were distributed through PJT Marketplace, 30.9% were distributed through Paipai Marketplace and the rest 26.5% were distributed through other channels, including our stores operated at third-party platforms, our AHS stores, AHS app and Weixin mini-program. Buyers on PJT Marketplace Buyers on PJT Marketplace are primarily small merchants who sell devices to downstream retailers, retailers who sell devices to end consumers, and small and medium enterprises who purchase devices for their employees for business use. Compared with purchasing offline, buyers on PJT Marketplace get to procure devices through fewer middlemen, which generally lowers costs. On PJT Marketplace, they also have access to a more diverse selection from a wider array of sources as well as the quality assurance services we provide. We use blind auction and fixed-price sale to motivate more merchants to participate in PJT Marketplace. In a blind auction on PJT Marketplace, only the information of the device for sale is shown. Information of the seller and other bidders, and the bidding prices of other participating bidders are all hidden. Bidders must submit bids to compete for devices during the bidding period. Bids are ranked according to price, and the highest bidder is awarded the device. After winning, bidders are required to complete payment within the specified timeframe. Failure to do so will result in the automatic cancellation of the winning bid. Upon completion of a successful transaction, the winning bidder is notified. The fixed-price sale model offers complete price transparency, where sellers set clear prices based on prevailing market conditions and product quality. This model enables buyers to make immediate purchases without engaging in a bidding process, resulting in faster transactions and prompt payments to sellers. The fixed-price approach simplifies the purchasing process, offering both buyers and sellers greater certainty and efficiency compared to traditional auction methods. Buyers on Paipai Marketplace Buyers on Paipai Marketplace are primarily consumers who desire value-for-money products. A substantial portion of these consumers are attracted from the portals of JD.com’s platforms. Buyers have access to a broad range of product categories and ample selection within each category of products on Paipai Marketplace. Consumer electronics account for the majority of sales orders completed. Our value propositions to buyers on Paipai Marketplace are as follows: Product search or recommendation. We provide an intuitive user interface to help the buyer navigate through a vast selection of devices. The buyer can search on the Paipai portal of JD.com’s app and find our products by brand, model, price and other features. Leveraging our deep understanding of the industry and user behavior, we are able to personalize and prioritize the display of high-quality listings according to the buyer’s specific needs and requirements, which can make the decision-making process more efficient for the buyer. Device certification and pricing. For pre-owned consumer electronics sold under the consignment model, either by other merchants or in our own flagship stores on Paipai Marketplace, we conduct certification and recommend retail prices using our proprietary pricing model. We believe this ensures the devices are reasonably priced, which in turn improves transparency of the transaction process and strengthens customer trust. Under the POP model, we do not conduct certification or recommend retail prices. 72 Customer support. Throughout the transaction process, the buyer can contact our customer service personnel via online chat or hotlines. The team is in charge of addressing customer queries and providing timely, comprehensive customer service. Shipping and handling. Once the buyer places an order, our nationwide logistics and delivery service, primarily powered by JD Logistics and SF Express, ensures the product ordered from our own flagship stores and third-party merchants under consignment model is delivered to the buyer in a timely manner. Once the buyer confirms receipt of the product in described condition, we mark the order as completed. Product return and quality warranty policy. To ensure product quality, we conduct in-transit quality inspections for select products sold under consignment model — After a buyer places an order, the third-party merchant ships the product to our warehouse for inspection. Only products that pass our qualify checks are shipped to the buyer. In addition, we offer buyers return policies. If the buyer is not satisfied with the product purchased from our own flagship stores and third-party merchants under the consignment model, he or she can apply for a return within seven days after receipt. The buyer can then courier the product to our operation centers and get the refund within one day upon our receipt of the product. In addition, for pre-owned consumer electronics sold in our own flagship stores, we offer a one-year quality warranty policy. Under POP model, we will carry out random product inspections on the consumer electronics sold under POP model and impose penalties on merchants whose products do not meet compliance standards. Our Operation Centers and Stations As of December 31, 2025, we operated eight centralized operation centers, equipped with proprietary data-driven processing technologies, in Dongguan, Changzhou, Wuhan, Chengdu, Tianjin, Shenyang, Xi’an, and Hong Kong. Our centralized operation centers in Changzhou and Dongguan have fully automated capabilities, with the latter being a more advanced second generation in multiple aspects, including inspection accuracy, operational efficiency, and storage capacity. As of December 31, 2025, we also operated 15 city-level operation stations as a complement to these centralized operation centers to enhance services accessibility for our customers. The eight centralized operation centers and the 15 city-level operation stations are generally functionally equivalent, differentiated primarily by the geographic markets they serve. The distribution stations feature automated tools for photographing and receiving goods, and then transfer the items to the centralized operation centers for further processing. As of December 31, 2025, we had a team of 353 personnel working in our centralized operation centers and city-level operation stations. A substantial number of products sold on AHS Recycle, PJT Marketplace and Paipai Marketplace go through standard certification or inspection process at our operation centers. Our standard inspection examines up to 41 criteria and consists of three key steps: firstly, exterior inspection, such as scratch inspection; secondly, hardware inspection, such as Bluetooth inspection and touch screen inspection; and thirdly, interior inspection, such as water damage inspection. Upon completion of the inspection or certification, our system automatically generates a standardized report. Each report includes extensive information on the exterior, hardware and interior of the device. In 2025, approximately 85.5% of devices that were distributed on PJT Marketplace went through our proprietary inspection process in our operations centers, with the rest being inspected by third parties. The advanced technologies and streamlined processes we apply in our operation centers enable us to standardize the industry. Our best-in-class inspection technologies and grading process allow us to categorize the inherently non-standardized pre-owned consumer electronics into standard grades that customers can rely on. The automation of our operation centers enhances the efficiency of our business operations by increasing processing capacity and reducing error rate and labor cost. Our Services Offline in-store service As of December 31, 2025, there were 2,195 AHS stores in 298 cities across China. Our offline AHS stores serve as convenient access points for local walk-in consumers, which not only help us reach more consumers, but also increase our brand awareness. 73 In our AHS stores, our strong service capabilities enable a consumer to have his or her pre-owned consumer electronics certified, graded and priced within three minutes. Furthermore, store clerks provide speedy and efficient data migration and data erasing services to consumers for free through our proprietary data erasing software. Our AHS stores also provide certain trade-in services such as on-site inspection, grading and pricing to complement mail-in trade-ins. Besides, our AHS Recycle representatives can provide inspection and pick-up services at customer's designated locations upon request. AHS stores also offer complementary services, such as phone screen insurance, instant repair, power bank rental and accessories purchase. Through these high-frequency interactions, clerks are able to build connections with consumers, which also generate effective transaction leads. We believe these high-quality in-store customer services we offer differentiate us from other transaction platforms. Additionally, we provide a suite of omni-channel comprehensive solutions to phone brands, which provide access to different aspects of our platform to facilitate their own trade-in transactions. For example, after placing an order on an online portal of our brand partner, a consumer may be guided to the nearest offline AHS store to trade-in a device. Quality warranty and return policy Leveraging our deep industry know-how and our capabilities in inspection, grading and pricing of consumer electronics, we offer quality warranties for products sold on PJT Marketplace and Paipai Marketplace. We believe the quality warranty we offer showcases our expertise in the industry and promotes customer trust. We provide a three-day return policy to purchasers on PJT Marketplace who prove the products they purchased to be defective by uploading pictures and other evidence. For purchasers on Paipai Marketplace, we provide a seven-day return policy. Buyers who wish to return the purchased products and have their requests approved can courier the products to our operation centers. We will issue the refund to the customer promptly upon receipt of the products and confirmation of refundability. The costs associated with the warranty was immaterial in 2025. The quality of devices sold by third-party merchants is also important to maintaining the brand image of PJT Marketplace and Paipai Marketplace. We also evaluate the qualities of products sold by third-party merchants on a weekly basis, primarily based on return rate of products sold by such third-party merchants. For third-party merchants who continually incur high return rate, we may take measures, such as charging them fines, to reduce their activities on our platform. Paipai Marketplace received between 26,000 and 55,000 customer complaints annually, primarily concerning product quality and service issues, representing a complaint rate ranging from 0.6% to 1.3%. None of these complaints had a material adverse impact on our business operations or financial performance. Logistics and online order fulfillment We maintain a long-term cooperative relationship with reputable delivery service providers, including JD Logistics and SF Express, to fulfill our orders, who in turn provide to us and our customers tailored delivery and pick-up services. Customers can seamlessly interact with us online and offline for their order fulfillment. When placing orders on AHS Recycle, customers may choose in-person delivery at an offline AHS store, onsite inspection and pick-up by an AHS Recycle representative, or door-to-door courier to one of our operation centers. For bidding orders placed on PJT Marketplace, we deliver the devices from our operation stations to the buyers through third-party delivery service providers. For purchase orders placed on Paipai Marketplace, we primarily utilize the services of JD Logistics to make deliveries. 74 Customer Service Our customers can contact customer service representatives through our customer service hotline, real-time online chat, or our customer service e-mail. With a specialized team dedicated to effectively tackling customer concerns, we strive to align closely with customer expectations and sentiments. We maintain service quality by carefully selecting personnel, providing our customer service representatives with extensive training, and regularly monitoring and evaluating the performance of each representative. We have also developed AI customer service agents to provide intelligent customer service to our customers. Our International Business We are expanding our pre-owned consumer electronics transaction and service overseas, primarily through AHS Device. We anticipate that international markets will benefit from our proprietary inspection, grading and pricing technologies, which will automate the entire transaction process and significantly save time and labor costs. We source pre-owned consumer electronics for distribution outside of Chinese Mainland primarily through mobile network operators and merchants in developed economies. Our pre-owned consumer electronics on our international portal also go through the standard inspection, grading and pricing process through our operation center in Hong Kong, and are then sold to other merchants internationally, primarily in Hong Kong, Southeast Asia and the Middle East. We may pursue new strategic initiatives to expand our business overseas in the future, including through mergers, acquisitions and joint ventures outside of China. As of the date of this annual report, we have not identified any specific targets for mergers, acquisitions or establishing joint ventures. We generated product revenues from the sale of pre-owned consumer products to overseas market through AHS Device. Our Multi-Category Recycling Business Our multi-category recycling business marks a significant evolution in our platform, as we have expanded beyond pre-owned consumer electronics to include a wide array of high-value consumer goods, such as luxury goods, gold products, jewelry, premium wines, and trendy sneakers and apparel. This diversification allows us to reach a much broader customer base and unlock new growth opportunities, positioning AHS Recycle as a truly comprehensive, one-stop destination for individuals looking to monetize a variety of idle assets. Through this cross-category approach, we not only enhance user loyalty and store productivity but also achieve greater operating efficiency and economies of scale. We generated service revenues from our multi-category recycling business. Our Strategic Partners JD Group We have a long history of cooperation with JD Group, a leading supply chain-based technology and service provider and our shareholder. Our collaboration began in 2015, when we partnered with JD Group to offer trade-in services. This partnership was mutually beneficial: it attracted JD Group's customers to our offline AHS stores, and increased JD Group’s sales of new devices. In 2017, our relationship reached a milestone with the signing of an exclusive cooperation agreement, pursuant to which JD Group authorized us to exclusively operate its mobile phone and tablet recycling services on its platform. In June 2019, in order to further grow our business and access to the mass retail consumers, we acquired Paipai Marketplace, JD Group’s second-hand business, from JD Group. We received tangible and intangible assets, as well as cash, from JD Group in the acquisition. As a consideration, we issued 27,500,098 Series E preferred Shares to JD Group.In connection with the acquisition, JD Group agreed to stop using the relevant Paipai trademarks and transferred them to us. As part of the acquisition, JD Group entered into a five-year business cooperation agreement with us 75 covering cooperation in areas such as user traffic, marketing, research and development, commission sharing, supply chain and logistics, and customer service and after-sales services. The acquisition marked the beginning of our large-scale and in-depth cooperation with JD Group. In May 2024, we renewed the business cooperation agreement with JD Group for a term from June 1, 2024 to December 31, 2027, under which we agreed to continue a pre-existing joint operation of the sale and recycling business for second-hand products by integrating resources and leveraging our respective strengths. The cooperation will continue in areas such as user traffic, technology support and logistics, among others. As part of our strategic partnership, JD Group offers us the access portals embedded in the JD mobile app, the JD.com website and JD’s Weixin mini-program, which channel us to the consumer traffic available on JD platforms. Except that according to the business cooperation agreement, all arrangements regarding merchant attraction, commission policies, and operational strategies shall be jointly determined by us and JD Group, we independently operate the Paipai Marketplace in all material aspects. In March 2026, we amended and restated the business cooperation agreement with JD Group. Pursuant to the amendment, the term of the cooperation will automatically extend for an additional three years following the expiration of the original agreement, with the new expiration date being December 31, 2030. No other substantive amendment to the agreement was made. We further leveraged our inspection, grading and pricing technologies to facilitate JD Group’s “one-stop trade-in” service to its customers. Upon placing a shopping order on JD platforms, customers are guided to AHS Recycle service embedded in the JD mobile app, through either to the nearest offline AHS store, or to arrange an inspection and pick-up by an AHS Recycle representative at the customer's designated location. We also provide face-to-face customer experience to those customers who are guided to our offline AHS stores from JD platforms. We recognize the strategic importance of our partnership with JD Group and are committed to fostering a long-term, mutually beneficial relationship. To this end, we maintain regular and open communication channels with JD Group at both operational and senior management levels to ensure alignment of business objectives and to address any issues promptly. Besides, we continuously review the performance of the cooperation under the current agreement and seeks opportunities to enhance the value proposition for both parties, including optimizing existing business processes. Additionally, we intend to initiate discussions with JD Group regarding the renewal or extension of the Framework Business Cooperation Agreement well in advance of its expiry to ensure continuity and stability in the business relationship. If JD Group decides not to renew the Framework Business Cooperation Agreement upon its expiry, our business, results of operations and financial condition may be adversely affected. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Any deterioration in our collaboration with JD Group could materially and adversely affect our business, results of operations and financial condition.” Brand Partners We have entered into business cooperation agreements with certain globally recognized consumer electronics manufacturers, covering cooperation in areas such as user traffic, marketing and commission sharing. Under these business cooperation agreements, we provide recycle and/or trade-in services to their customers, and our brand partners disclose their collaboration with us on their official websites, mobile apps and Weixin mini-programs to provide us with traffic support. In late 2022, we formed a strategic partnership with a leading global mobile phone brand to provide recycling and trade-in services, which we expect will strengthen our capabilities in the recycling supply chain and boost our recycling penetration rate in first- and second-tier cities. Based on the partnership, we are authorized to recycle and provide trade-in supply chain services to the brand owner’s official retail channels in Chinese Mainland, including its official website and directly operated flagship stores. We also engage with this brand owner in discussions of potential introduction of official trade-in programs in multiple international markets. In addition, we obtained the qualification to directly procure used devices from this brand owner in order to secure stable sources of supply. 76 Technology Infrastructure We focus on continuously improving our technologies in order to continue to be the innovator of technological advancements in pre-owned goods industry and offer compelling value to all participants in the industry value chain. We have made significant investments into our research and development efforts and technology infrastructure. Research and development expenses primarily consist of payroll and related expenses for employees involved in designing, developing and maintaining technology platform, and improving artificial intelligence, big data and cloud technologies and services, and technology infrastructure costs. Our research and development expenses amounted to RMB 195.7 million, RMB210.4 million and RMB243.9 million (US$34.9 million) in 2023, 2024 and 2025, respectively. We rely on a combination of our in-house developed proprietary technologies to operate our business. Our Supply Sourcing Technology We apply our proprietary technology to help source supply of pre-owned consumer electronics and empower others to participate in the pre-owned consumer electronics ecosystem. Our sourcing technologies empower merchants to inspect devices and facilitate trade-ins. In June 2020, we launched DeviceHero, our proprietary inspection terminal that is the size of a power bank. DeviceHero helps small merchants inspect the need for parts replacement, functionality, battery health and many other key features of pre-owned devices. A DeviceHero box automatically begins inspection of a device’s features once connected. After inspection, it transfers the results back to our big data platform to assess quality and pricing. DeviceHero empowers small merchants for plug-in inspection and precision pricing within three minutes. It is recognized and trusted by merchants. Our Inspection, Grading and Pricing Technologies We have adopted a proprietary automated inspection, grading and pricing system that is highly accurate and increasingly automated, which has been one of our core technological strengths. The system applies higher level of scrutiny on devices traded in from certain customers based on their previous transaction behavior on our platform. Our operation centers which leverage automated inspection systems are able to assign quality grading to pre-owned devices on scale significantly faster and cheaper than manual checks. As a result, we achieve improved efficiency for the inspection, grading and pricing process. Inspection. We inspect or certify most devices sourced from AHS Recycle and sold on PJT Marketplace and Paipai Marketplace. We have developed a comprehensive inspection and certification system covering hardware, exterior and interior inspection. We had a dedicated device inspection team consisting of 146 members as of December 31, 2025. As of December 31, 2025, we had obtained 101 patents in relation to consumer electronics inspection and certification. Our inspection capabilities are also recognized and trusted by both consumers and merchants. For example, as of December 31, 2025, we had licensed our DeviceHero proprietary inspection system to over 527,000 small merchants to facilitate their inspection of the functionality, battery life and other features of pre-owned consumer electronic devices. The inspection and internal circulation of mobile phones has historically been labor-intensive and time-consuming. To address this industry-wide challenge, we have been developing and iterating proprietary automation technologies for the inspection of pre-owned consumer electronics. Building upon our groundbreaking Matrix 1.0 and upgraded Matrix 2.0, we launched our third-generation of automated inspection system, Matrix 3.0, which has been put into operation at our Dongguan operation center in 2022. Matrix 3.0 streamlines the inspection of mobile phones by connecting the entire process with fully automatic capabilities, mainly leveraging the following tools: •007: 007 is an integrated mobile phone automated quality inspection platform that combines machine learning and computer vision. It supports automated testing of 13 key functions and sensors — including front and rear cameras, touch, vibration, and Bluetooth — enabling efficient and standardized quality control. Through continual software iteration developed entirely in-house, the 007 system automates complex processes including app installation and operation, system restoration and device activation. 77 Powered by our proprietary technological capabilities, such automation has dramatically reduced manual intervention and significantly boosted operational efficiency. •Photo Box: Phone Box is a high-precision appearance inspection device that was designed and developed by us. This device is equipped with multiple industrial high-definition cameras and customized lighting sources. Phone Box consolidates a variety of tasks, including capturing quality inspection images, product showcase photos and evidence shots, undertaking work that previously required multiple devices and substantial manual efforts. It captures the phone's screen, frame and back cover from multiple angles, and leverages our proprietary AI image recognition algorithms to automatically detect scratches, dents, frame bending and cracked screens. These proprietary algorithms, integrated with our evolving quality standards, enable the device to perform automated appearance grading with a high degree of accuracy and consistency. •Magic Mirror: Magic Mirror is a specialized screen inspection system built with a proprietary controllable lighting environment. It captures images of the phone display under different operating states, applying computer vision and machine learning algorithms to identify dead pixels, aging, brightness non-uniformity and layer separation issues. •X-Ray: X-Ray is an inspection device that applies vacuum-tube-based X-ray imaging to penetrate and map the internal structure of the phone. Developed in-house, X-Ray demonstrates deep technological autonomy for automated disassembly and repair inspection. It allows detection of unauthorized disassembly or internal structural anomalies without physically opening the device. We have executed mechanical structure iterations to design a new generation of smaller and more adaptable X-Ray device, further broadening its application scenarios. We have also been iterating its algorithms to cover disassembly features for a wider range of consumer electronics models. Refined by our R&D team, X-Ray is capable of identifying some of the most complex counterfeit screen issues. Grading. Based on a substantial amount of data on devices and transactions, we have also developed a unified grading standard which comprises of 36 grading tiers. This grading standard has been recognized by various types of participants in the pre-owned consumer electronic devices industry, including retailers, small merchants and consumers. Pricing. We have created a highly accurate AI and machine learning driven smart pricing model to ensure pricing objectiveness for each device transacted on our platform. Our platform has generated a wealth of data on devices and transactions that continually improves our pricing system. It trains machine learning and deep learning models with such data from thousands of phone models, millions of transactions and the purchasing behavior of millions of consumers and small merchants that transact on our platform, including buyers' willingness to pay, to accurately price devices. We use proprietary algorithms to optimize pricing based on factors such as brand, model, age, condition, color and current market demand. Increasingly, we are using our technology platform to automate pricing of the devices sold through our platform. We also provide human oversight of the pricing process, which allows us to recognize and appropriately adjust for real-time changes in market trends. Leveraging our accurate and efficient pricing capabilities, for devices on PJT Marketplace, we provide a suggested starting price and an estimated final transaction price for the seller’s reference. Proprietary Data Erasing Technology For all devices collected by us, we use proprietary data erasing software to sanitize sensitive information, ensure data security and avoid data leakage. This technology is based on data overwriting features to ensure that deleted data is permanently irrecoverable. When data is deleted from a device, the system typically only marks the storage space as “available for overwriting,” while the original data remains intact. Our proprietary data erasing technology addresses this issue by performing multiple rounds of erasure and overwriting, repeatedly filling and overwriting the device's storage space with generated garbled code. This process achieves deep data sanitization, rendering data recovery impossible. Our proprietary data erasing technology has been certified by ADISA, an accredited certification institution specializing in data protection and quality management, and supports mainstream standards for deep data sanitization. We employ tailored sanitization protocols for different types of devices to ensure optimal results. 78 Proprietary Operational Technologies We develop and employ our own proprietary operations system, complemented by our strengths in big data analytics, within our PJT Marketplace and in-store network to enhance our day-to-day operational decision-making. Through standardized quality inspection and intelligent pricing algorithms, PJT Marketplace delivers fair pricing that significantly enhances transaction efficiency among merchants. Our proprietary technology enables matching buyers and sellers nationwide. This technological enablement has effectively shattered the scale limitations previously constraining local small-batch transactions in pre-owned consumer electronics market. Our store operations is highly digitalized, from physical device collection to sales processes, inventory management and staff management. These technological features allow us to enhance the efficiency of our store operations and overall service quality, and, as a result, improve customer satisfaction. Our in-store operations system generates substantial data within our in-store network by observing consumer behavior and transaction preferences, which can be analyzed to optimize store management, standardize customer service offerings, and manage operational risks such as theft or malpractice. We also leverage our proprietary in-store operations system to help in strategic decision making, such as site selection for new store openings and renewal of agreements with partners of our jointly-operated stores. Environmental, Social and Governance Grounded on a sustainability-oriented recycle and reuse business, we review our business operations on the actions taken to environmental protection and the positive deeds done to our communities. ESG commitments, reporting and rating. In 2021, right after our IPO, we issued our first annual ESG report and have continuously been doing so every year. Since 2023, we have been committed to the United Nations Global Compact (“UNGC”) corporate responsibility initiative and its principles in the areas of human rights, labor, environment, and anti-corruption. In 2024, we were recognized by the UNGC’s first “Forward Faster: 20 Examples of Private Sector's Sustainable Development in China” campaign. In 2025, we issued our fifth consecutive annual ESG report highlighting the progresses in green operation and our innovations in the field of the circular economy. Environmental sustainability. Being environmentally friendly is an integral part of our business. In 2024, we procured and used more environmentally friendly and durable packaging materials, including the reuse of 159,331 packaging boxes for B2C parcels. We responsibly collected and sent 137,000 electronic devices to eco-friendly disposal, thereby reducing electronic product pollution by 21.9 tons. We identify the range of greenhouse gas emissions that we mainly generate as Scope 3 emissions, which primarily consists of end-disposal emissions of sold products, downstream transportation and distribution, capital goods, among others. In 2022, 2023 and 2024, we had total greenhouse gas emissions of over 37.6 thousand, 43.4 thousand and 45.4 thousand tons of carbon dioxide equivalent, among which Scope 3 emissions accounted for over 92.0%, 91.6% and 89.0%, respectively. Our Scope 3 greenhouse gas emission intensity, which refers to tons of carbon dioxide equivalent dividend by our total net revenues (in RMB millions) was 3.5, 3.1 and 2.5 tons per million (RMB) in 2022, 2023 and 2024, respectively. Furthermore, we made our first carbon emission reduction commitment using 2024 as the baseline, aiming at reducing Scope 3 emission intensity by 50%, by 2030. With our innovative actions in reviving secondhand electronics, we have been shortlisted as a finalist in "Building a Waste-Free World" for the 2025 Earthshot Prize, an award established by HRH Prince William. The award recognizes pioneers for driving climate action and inspiring everyone to build a better future for people and planet. Corporate social responsibilities. Our social responsibilities in broadening school children’s educational access continued. We launched a student support program for children in rural areas in collaboration with the Yishan Chuang Public Welfare Organization, supporting 1 school and delivering 80 courses. We adhere to the principles of diversity, equality, and inclusion in workplace, with commitment to creating a diverse and equal working environment. We complies with national and local labor and employment-related laws and regulations, such as Labor Law of the PRC, the Labor Contract Law of the PRC, Law of the PRC on the Protection of Rights and Interests of Women. For our overseas business department, we implement the ATRenew Employee Handbook as well as the Equal Opportunity Policy. Discriminatory employment practices based on race, skin color, 79 ethnicity, religion, gender, marital status, family status, pregnancy, lactation, and disability are strictly prohibited. Job-seekers are provided with equal and fair job opportunities, and employees are protected from discrimination, harassment, and other unfair treatment in the workplace. Any cases of discrimination or harassment can be reported to managers or the human resource department and will be investigated and addressed appropriately. As of the date of this annual report, we did not receive any complaints related to workplace discrimination or harassment. Governance and Compliance. We have established a three-tiered governance structure that includes (i) our board of directors, (ii) an ESG committee under the board of directors, consisting of our management and leaders of each business units, and (iii) an ESG Working Group. Our board of directors and ESG committee possess substantial expertise in ESG matters, which is deeply rooted in our core business model. As a transaction and service platform for pre-owned goods, our daily operations inherently contribute to the circular economy by extending product life cycles, promoting reuse, and reducing waste. Our management integrates ESG principles, such as responsible sourcing, carbon footprint reduction, and inclusive service, directly into business strategy and daily operations. Thus, the competence of our board of directors and its ESG committee stems not only from their sustainability knowledge but also from their hands-on experience in leading a business that actively practices ESG through its very operations. In addition, Ms. Rui Zhu serves as the director of Center for ESG and Social Innovation at Cheung Kong Graduate School of Business, which makes her very sophisticated in ESG matter from both academic and practical perspectives. Our board of directors, as the highest decision-making body, is fully responsible for formulating and overseeing our climate strategy and regularly reviewing progress toward climate goals. The ESG Committee integrates climate issues into core topics, conducts annual assessments of climate-related risks and opportunities, and provides expert recommendations to support Board decisions. At the operational level, the ESG Working Group implements climate action plans, continuously evaluates climate risks, and develops corresponding mitigation strategies, concretely enhancing our ability to adapt to climate change. This three-tier governance structure ensures effective alignment between strategic planning and business execution in climate management. We strictly comply with environmental laws and regulations in all regions where we operate and have developed the ATRenew Environmental Policy to enhance environmental awareness and behavioral standards among our employees. Additionally, we have obtained the recertification of ISO 14001 environmental management system to promote energy saving and environmental protection through concrete actions, ensuring green development throughout our operations. As of the date of this annual report, we had not received any fines or administrative penalties due to environmental issues. Risk Management and Internal Control We have devoted ourselves to establishing and maintaining risk management and internal control systems consisting of policies and procedures that we consider to be appropriate for our business operations, and we are dedicated to continuously improving these systems. Product Quality and Safety We have established a unified product inspection system, for products sourced from offline and online channels, to ensure product quality and safety. To control the quality of products sold by third-party merchants, we also conduct quality evaluation over such products, primarily based on return rate. For third-party merchants who continually incur high return rate, we may take measures, such as charging them fines, to reduce their activities on our platform. Information and Data Security For all devices collected by us, we use proprietary data erasing software to sanitize sensitive information, ensure data security and avoid data leakage. We have collected data that are related to our business, such as identity information, biometric information, contact information, and location information, all with consent from owners of such information. We are committed to protecting the privacy and security of such data. We use AIto power our online customer service chatbot services, 80 but we do not use or process personal information in connection with such services. We have established and implemented a strict platform-wide policy on data collection, processing and usage. To ensure the confidentiality and integrity of our data, we maintain a comprehensive and rigorous data security policy. We anonymize and encrypt confidential personal information and take other technological measures to ensure the secure processing, transmission and usage of data. We have also established stringent internal protocols under which we grant classified access to confidential personal data only to limited employees with strictly defined and layered access authority. In addition, we ensure the security and compliance of our information and technology system. Our system was certified as Safety Level III Computer Information System in 2019 by the public security department. In early 2021, we obtained the 27001 Information Security Management System Certification of the International Organization for Standardization. We back up our data on a daily basis in multiple secured data storage systems to minimize the risk of data loss. We also conduct frequent reviews of our back-up systems to ensure that they function properly and are well maintained. We have also established an information security team to protect our systems from unauthorized access and malicious attacks, and safeguard the integrity and security of our user data. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Privacy concerns relating to pre-owned consumer electronics and the collection, storage and use of customer information could deter current and potential customers from choosing our products or services, damage our reputation, impede our business growth and thus negatively impact our business.” Regulatory Compliance We have adopted an Anti-Corruption Compliance Policy in which we strictly forbid any kickbacks or other payments to a customer to secure purchases. The prohibition applies to both direct and indirect payments, such as payments in disguise of discounts and gifts. To effectuate our anti-kickback policies and policies against other prohibited conducts, our internal control department, legal department, and corporate governance department coordinate to monitor the compliance of our business activities and handle complaints and whistle-blowing cases through our internal compliance reporting email. We post violations and our disciplinary decisions against violations on our internal website. Stolen Device Prevention To address and mitigate risks of sourcing stolen devices, we have implemented the following enhanced internal controls: •All users must provide identification documents and undergo facial recognition when devices are collected at AHS stores. This information is encrypted and stored securely, and can be provided to law enforcement upon request. •For devices exceeding certain monetary thresholds, frequency limits, or involving high-quality devices, sellers are required to sign a legal origin declaration certifying the lawful source of the device. •Users who exceed transaction value limits within a specified timeframe are subject to transaction restrictions. •We do not accept devices that are inoperable, set to lost mode, or contain hidden accounts, as these devices carry the risks of being stolen goods. •We regularly share device and user information with public security systems to jointly identify and prevent the circulation of stolen goods. Although we have internal controls and policies, there can be no assurance that such measures will be effective. See "Item 3. Key Information—D. Risk Factors — Risks Related to Our Business and Industry — We may incur liability or become subject to claims or administrative penalties for stolen products sold on our platform or counterfeit, infringing, illegal or unauthorized products sold on our platform." 81 Fraud Prevention We have established comprehensive internal controls and risk management procedures to detect, investigate, and address incidents of fraudulent transactions, and remain committed to continuously enhancing fraud prevention measures. Intellectual Properties We regard our patents, trademarks, copyrights, domain names, know-hows, proprietary technologies, and similar intellectual property as critical to our success. As of December 31, 2025, we had 189 registered patents, 628 registered trademarks, 112 registered copyrights (including 85 registered software copyrights) developed by us relating to various aspects of our operations, and 82 registered domain names, including atrenew.com, aihuishou.com and paijitang.com. We seek to protect our technology and associated intellectual property rights through a combination of patent, copyright and trademark laws, as well as license agreements and other contractual protections. In addition, we enter into employment agreements with confidentiality arrangements with our employees to protect our proprietary rights. The agreements we enter into with our employees also provide that all patents, software, inventions, developments, works of authorship and trade secrets created by them during the course of their employment with us are our property. We intend to protect our technology and proprietary rights vigorously. We have employed internal policies, confidentiality agreements, encryptions and data security measures to protect our proprietary rights. From time to time, third parties may initiate litigation against us alleging infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.” Branding and Marketing We believe that our omni-channel business model, in its nature, can efficiently bring strong user traffic, and our high-quality services lead to strong word-of-mouth referrals, which drive customer awareness of our brands. Our sales and marketing team, consisting of 274 personnel as of December 31, 2025, is dedicated to implementing our multi-channel marketing strategy both online and offline. To build our brand awareness, we utilize market advertising, especially in locations with high population density such as subway stations. In recent years, we have also expanded our marketing efforts into emerging channels, such as live streaming and short-video platforms. For example, we place ads in highly popular media content and collaborate with social media influencers on leading live-streaming platforms. Further, we leverage social media campaigns to raise our brand awareness, promote our marketplaces and the products sold thereon. For user acquisition, we have leveraged both online and offline presence to generate traffic to our platform. For example, our offline AHS stores are conveniently located in places with heavy foot traffic, attracting considerable walk-in consumers. We also leverage hundreds of millions of annual active customer accounts on JD.com platforms as a source of user traffic. Competition The pre-owned consumer electronics industry in China is rapidly evolving and competitive. Although we are a pioneer and leader in the pre-owned consumer electronics industry in China, we face competition from players who operate a business overlapping with or similar to one or several components of our platform. For example, we compete with other platforms for pre-owned goods transactions. 82 The competitive landscape of China’s pre-owned consumer electronics transaction and service platforms is relatively concentrated while trending toward further market consolidation. We maintain the leading position in the pre-owned consumer electronics transaction and service market. Insurance As required by laws and regulations in Chinese Mainland, we participate in various employee social benefits plans that are organized by municipal and provincial governments, including medical insurance, job-related injury insurance, maternity insurance and unemployment insurance. Consistent with customary industry practice in China, we do not maintain business interruption or product transportation insurance, nor do we maintain key-man insurance. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We have limited insurance coverage, which could expose us to significant costs and business disruption.” Regulations We are subject to a variety of Chinese Mainland laws, rules and regulations affecting many aspects of our business. This section sets out a summary of the major laws, regulations, rules and policies which may have material impact on our business and operations. Regulations Relating to the Circulation of Pre-owned Electronics The Measures for Administration of the Circulation of Second-hand Goods (for Trial Implementation) issued by the Ministry of Internal Trade of the PRC (which is the predecessor of the Ministry of Commerce) and the Ministry of Public Security of the PRC on March 9, 1998 requires that second-hand goods operators shall record the names of entities and the resident identity cards of individuals that/who sell or consign for sale, or are entrusted to sell or consign for sale second-hand goods; and shall strictly check the power of attorney of the entrusting entities and resident identity cards of the entrusting individuals. The Administrative Measures for the Recycling of Renewable Resources, which initially took effect on March 27, 2007 and amended by the Ministry of Commerce and other authorities on November 30, 2019, regulates “renewable resources” including all kinds of wastes that are generated in social production and living and consumption, and that have lost all or part of their use value, but can regain use value through recovery and processing, including discarded electronic products, etc. To engage in renewable resources recovery business, a recycling operator can start business only after getting a business license, and the business scope specified on the business license shall include the business of recycling of renewable resources. The Administrative Measures on the Circulation of Pre-owned Electrical and Electronic Products, promulgated by the Ministry of Commerce on March 15, 2013, further specifies the requirements under the above two regulations. According to the measures, recycling operators engaging in the purchase and sale of pre-owned electric appliances and electronic products shall record information of the purchased products, including the product name, trademark, model, original purchase voucher or identity information of sellers of the products. Pre-owned electric appliances and electronic products to be sold shall be labeled as used products in a prominent position. Recycling operators are prohibited from purchasing the following electric appliances and electronic products: (i) those sealed up or impounded according to the law, (ii) those that are obtained by stealing, robbing, swindling, smuggling or other illegal criminal means by the sellers and clearly known by such operator, (iii) those whose legitimate sources cannot be explained, and (iv) other used electrical and electronic products which are forbidden to be purchased according to laws and administrative regulations. Violation of the above provision may result in a fine up to RMB30,000 to be imposed on the recycling operator, or even criminal liability if the case is serious enough. It is also clarified that purchase and sale of pre-owned electric appliances and electronic products through the internet shall also comply with the requirements under these measures. 83 Regulations Relating to Foreign Investment The PRC Company Law, which was promulgated by the Standing Committee of National People’s Congress on December 29, 1993, latest amended on December 29, 2023 and became effective on July 1, 2024, provides for the establishment, corporate structure and corporate management of companies, which also applies to foreign-invested enterprises in Chinese Mainland. The main amendments of the PRC Company Law in 2024 introduces a rule requiring the registered capital of limited liability companies to be fully paid within five years. Companies incorporated before the promulgation and implementation of the PRC Company Law are required to gradually adjust to meet the deadline. On March 15, 2019, the National People’s Congress of the PRC promulgated the Foreign Investment Law of the PRC, or the Foreign Investment Law, which mainly provides for four forms of foreign investments: (a) establishment of a foreign invested enterprise within Chinese Mainland by a foreign investor, individually or collectively with other investors; (b) acquisition of shares or equity interests in, asset interests of, or other like rights and interests of an enterprise within Chinese Mainland by a foreign investor; (c) investments in a new project within Chinese Mainland by a foreign investor, individually or collectively with other investors, and (d) foreign investors’ investments in Chinese Mainland through any other methods under laws, administrative regulations, or provisions prescribed by the State Council of the PRC. On December 26, 2019, the State Council promulgated the Implementing Regulations of the PRC Foreign Investment Law, which together with the PRC Foreign Investment Law, provide that a system of pre-entry national treatment and negative list shall be applied for the administration of foreign investment, where “pre-entry national treatment” means that the treatment given to foreign investors and their investments at market entry stage is no less favorable than that given to domestic investors and their investments, and “negative list” means the special administrative measures for foreign investment’s entry to specific fields or industries. Foreign investments beyond the negative list will be granted national treatment. Foreign investors shall not invest in the prohibited fields as specified in the negative list, and foreign investors who invest in the restricted fields shall comply with certain special requirements on shareholding and senior management personnel, etc. In the meantime, competent government departments will formulate a catalog of the specific industries, fields and regions in which foreign investors are encouraged and guided to invest according to the national economic and social development needs. The current industry entry clearance requirements governing investment activities in Chinese Mainland by foreign investors are set out in two categories, namely the Special Management Measures for the Entry of Foreign Investment (Negative List) (2024 version), as promulgated on September 6, 2024 by the National Development and Reform Commission, or the NDRC, and the Ministry of Commerce and became effective on November 11, 2024, and the Encouraged Industry Catalog for Foreign Investment (2025 version), as promulgated by the NDRC and the Ministry of Commerce on December 15, 2025 and became effective on February 1, 2026. Industries not listed in these two catalogs are generally deemed “permitted” for foreign investment unless specifically restricted by other Chinese Mainland laws. According to this list, foreign equity ownership in any given value-added telecommunications services provider shall not exceed 50% (excluding e-commerce, domestic multi-party telecommunication, storage and forwarding business, and call center). Pursuant to the Measures for the Security Review of Foreign Investment promulgated by the NDRC and the MOFCOM on December 19, 2020 and became effective on January 18, 2021, any foreign investment that has or possibly has an impact on state security shall be subject to security review. 84 Regulations on Value-Added Telecommunications Services The PRC Telecommunications Regulations, promulgated by the State Council on September 25, 2000 and last amended on February 6, 2016, are the primary regulations governing telecommunications services, which require that telecommunications service providers shall obtain licenses prior to commencing operations. The regulations draw a distinction between basic telecommunications services and value-added telecommunications services. The Telecom Catalog, most recently amended by the Ministry of Industry and Information Technology on June 6, 2019, and issued as an attachment to the regulations, identifies internet information services and online data processing and transaction processing as value-added telecommunications services. Based on the specific type of value-added telecommunications services permitted to be carried out, the license for value-added telecommunications services, can be further categorized, among others, the license for value-added telecommunications services for online data processing and transaction processing. Foreign direct investment in telecommunications companies in Chinese Mainland is regulated by the Administrative Provisions on Foreign-Invested Telecommunications Enterprises, which was issued by the State Council on December 11, 2001, most recently amended on March 29, 2022. The regulation provides that the foreign party investing in a foreign-invested telecommunications enterprise engaging in value-added telecommunications services may hold up to 50% of the ultimate equity interests of the foreign-invested telecommunications enterprise, except as otherwise stipulated by the state. The foreign-invested telecommunications enterprise must apply for license for value-added telecommunications services to operate value-added telecommunications services from the Ministry of Industry and Information Technology. According to the Special Management Measures for the Entry of Foreign Investment (Negative List) (2024 version), foreign equity ownership in any value-added telecommunications services provider shall not exceed 50% (excluding e-commerce, domestic multi-party telecommunication, storage and forwarding business, and call center; which means the foreign equity ownership of operators of such services can be up to 100%). Regulations Relating to E-Commerce On August 31, 2018, the Standing Committee of the National People’s Congress of the PRC promulgated the PRC E-Commerce Law, or the E-Commerce Law, which took effect on January 1, 2019. The E-Commerce Law clarified the obligations of the e-commerce business operators and the possible legal consequences if e-commerce business operators are found to be in violation of legal obligations, including being ordered to make corrections within a prescribed period of time, confiscation of illegally obtained gains, fines, suspension of business, inclusion of such violations in the credit records and possible civil liabilities. On March 15, 2021, the State Administration for Market Regulation promulgated the Administrative Measures for Online Trading, which came into effect on May 1, 2021 and was later amended on March 18, 2025. The Administrative Measures for Online Trading further specifies the responsibilities of online trading platform operators and the requirements for protecting online consumers’ rights and interests. On February 28, 2025, the State Administration for Market Regulation promulgated the Guiding Opinions on Promoting the Implementation of Compliance Management Responsibilities by Online Trading Platform Enterprises, or the Guiding Opinions, with the objective of enhancing compliance management frameworks for internet trading platform operators. The Guiding Opinions emphasize the imperative for enterprises to fully assume their primary compliance obligations, while explicitly reinforcing the accountability of corporate executives in overseeing compliance management systems. Regulations Relating to Franchising Operations The Administrative Regulations on Commercial Franchise Operations was promulgated by the State Council on February 6, 2007, effective from May 1, 2007, under which a franchisor shall have a well-established operation model, be able to provide the franchisee with long-term management guidance, technical support, business training and other services, and have at least two direct sales stores and have undertaken the business for more than a year. A franchisor shall, within 15 days of its first franchising contract signing, file with the competent commerce authority accordingly. 85 Pursuant to the regulations, a franchising contract shall include but not be limited to the following terms: the basic information of the franchisor and franchisees, the term of the contract, the type, amount and payment(s) of the franchising fees, the specific content of operation guidance, technical supports and business training as well as the method for providing the same, the quality requirements and quality control measures, the marketing and advertisements arrangements, the consumer protection and indemnification, which shall all be put in writing. In addition to the regulations, the Ministry of Commerce has also promulgated the Administrative Measures for Archival Filing of Commercial Franchises, last amended on December 29, 2023; and the Administrative Measures on Information Disclosure Requirements for Commercial Franchises, last amended on February 23, 2012 and came into effect on April 1, 2012. The above two implementing regulations, together with the regulations form the basic legal framework for the regulation of franchise operations in Chinese Mainland. Regulations Relating to Product Quality and Consumers Protection According to the PRC Civil Code, in the event of damage arising from a defective product, the victim may seek compensation from either the manufacturer or seller of such a product. If the defect is caused by the seller, the manufacturer shall be entitled to seek reimbursement from the seller upon compensation of the victim. According to the PRC Product Quality Law, which took effect on September 1, 1993 and was last amended on December 29, 2018, products for sale must satisfy safety standards and sellers shall adopt measures to maintain the quality of products for sale. Sellers may not mix impurities or imitations into products, or pass counterfeit goods off as genuine ones, or defective products as good ones or substandard products as standard ones. For sellers, any violation of state or industrial standards for health and safety or other requirements may result in civil liabilities and administrative penalties, such as compensation for damages, fines, confiscation of products illegally manufactured or sold and the proceeds from the sales of such products illegally manufactured or sold and revoking business license; in addition, severe violations may subject the responsible individual or enterprise to criminal liabilities. According to the PRC Consumers Rights and Interests Protection Law, which became effective on January 1, 1994 and was last amended on October 25, 2013, business operators should guarantee that the products and services they provide satisfy the requirements for personal or property safety, and provide consumers with authentic information about the quality, function, usage and term of validity of the products or services. Consumers whose interests have been damaged due to the products or services that they purchase or receive on the internet trading platforms may claim damages against sellers or service providers. Where the operators of the online trading platforms are unable to provide the real names, addresses and valid contact details of the sellers or service providers, the consumers may also claim damages against the operators of the online trading platforms. Operators of online trading platforms that clearly knew or should have known that sellers or service providers use their platforms to infringe upon the legitimate rights and interests of consumers but fail to take necessary measures must bear joint and several liabilities with the sellers or service providers. Moreover, if business operators deceive consumers or knowingly sell substandard or defective products, they should not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services. On March 15, 2024, the State Council promulgated the Regulations for the Implementation of the PRC Consumer Rights and Interests Protection Law, or the Implementation Regulations, which took effect on July 1, 2024. The Implementation Regulations specified that business operators must ensure that even items provided to consumers for free, such as rewards, gifts, or trials, adhere to these safety standards. Under the Implementation Regulations, consumers are empowered to report any concerns regarding potentially defective goods or services that could pose risks to personal or property safety to the business operators or relevant administrative authorities. Additionally, without the knowledge of consumers, business operators are prohibited from setting different prices or charging criteria for the same goods or services under the same transaction conditions. Regulations Relating to Tort According to Part VII Tort Liability of the PRC Civil Code, if damages to other persons are caused by defective products due to the fault of third parties, such as the parties providing transportation or warehousing, the producers and the sellers of the products have the right to recover their respective losses from such third parties. If defective products are identified after they have been put into circulation, the producers or the sellers shall take remedial measures such as issuance of a warning, recall of products, etc., in a timely manner. The producers or the sellers shall 86 be liable under tort if they fail to take remedial measures in a timely manner or have not made efforts to take remedial measures, thus causing damages. If the products are produced or sold with known defects, causing deaths or severe adverse health issues, the infringed party has the right to claim punitive damages in addition to compensatory damages. Regulations Relating to Advertising The Advertising Law of the PRC, which was amended on April 29, 2021 and became effective on the same date, regulates commercial advertising activities in Chinese Mainland and sets out the obligations of advertisers, advertising operators, advertising publishers and advertisement endorsers, and prohibits any advertisement from containing any obscenity, pornography, gambling, superstition, terrorism or violence-related content. Any advertiser in violation of such requirements on advertisement content will be ordered to cease publishing such advertisements and imposed a fine, the business license of such advertiser may be revoked, and the authorities may revoke the approval document for advertisement examination and refuse to accept applications submitted by such advertiser for one year. In addition, any advertising operator or advertising publisher in violation of such requirements will be imposed a fine, and the advertisement fee received will be confiscated; in severe circumstances, the business license of such advertising operator or advertising publisher may be revoked. The Administrative Measures for the Internet Advertising were adopted by the State Administration for Market Regulation on February 25, 2023 and became effective on May 1, 2023. According to the measures, advertisers are responsible for the authenticity of the advertisements content. With regard to the display of products or services in an order determined by competitive bidding, all online advertisements must be marked “Advertisement” to distinguish them from the natural search results. Except for circumstances where advertisements are prohibited from being published either directly or in a disguised form by laws and administrative regulations, advertisement publishers shall indicate conspicuously the word “Advertisement” for goods or services promoted in the form of knowledge sharing, experience sharing, product or service evaluation, etc., with shopping links and other purchase methods attached. In addition, Internet pop-up ads must display a “close” sign prominently and ensure one-click closing of the pop-up windows. It is not allowed to cheat or mislead users to click on or browse advertisements. Regulations Relating to Foreign Trade On November 7, 2016, the PRC Foreign Trade Law was promulgated by the Standing Committee of the National People’s Congress of the PRC, which came into effect on the same day. The Foreign Trade Law provides that a foreign trade dealer engaged in import or export of goods or technologies shall register with the authority responsible for foreign trade under the State Council of the PRC or its authorized entities. The PRC customs authority shall not process the declaration and clearance procedures for the imported or exported goods where a foreign trade dealer fails to register as required. On December 30, 2022, the Standing Committee of the National People’s Congress of the PRC promulgated the Decision on Amending the Foreign Trade Law of the PRC, effective on the date of the promulgation, which removes the registration requirements for a foreign trade dealer engaging in import or export of goods or technologies under the PRC Foreign Trade Law, which means that a foreign trade dealer engaging in import or export of goods does not need to register with the Foreign Trade Department of the State Council or its authorized entities since December 30, 2022. Regulations Relating to Anti-Monopoly On August 30, 2007, the Standing Committee of the National People’s Congress of the PRC adopted the PRC Anti-Monopoly Law, which was recently amended on June 24, 2022 and became effective on August 1, 2022, providing the regulatory framework for anti-monopoly regulations in Chinese mainland. Under the PRC 87 Anti-Monopoly Law, the prohibited monopolistic acts include monopolistic agreements, abuse of a dominant market position and concentration of businesses that may have the effect to eliminate or restrict competition. Pursuant to the PRC Anti-Monopoly Law, a business operator that possesses a dominant market position is prohibited from abusing its dominant market position. Pursuant to Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules adopted by the State Council on January 22, 2024, when a concentration of undertakings occurs and reaches any of the following thresholds, the undertakings concerned shall file a prior notification with the anti-monopoly agency, (i) the total global turnover of all operators participating in the transaction exceeded RMB12 billion in the preceding fiscal year and at least two of these operators each had a turnover of more than RMB800 million within Chinese Mainland in the preceding fiscal year, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB4 billion in the preceding fiscal year, and at least two of these operators each had a turnover of more than RMB800 million within Chinese Mainland in the preceding fiscal year are triggered, and no concentration shall be implemented until the anti-monopoly agency clears the anti-monopoly filing. “Concentration of undertakings” means any of the following: (i) merger of undertakings; (ii) acquisition of control over another undertaking by acquiring equity or assets; or (iii) acquisition of control over, or exercising decisive influence on, another undertaking by contract or by any other means. If business operators fail to comply with the PRC Anti-Monopoly Law or other regulations, the anti-monopoly agency is empowered to cease the activities, unwind the transactions, and confiscate illegal gains and fines. Furthermore, business operators may be subject to criminal liability in the case of serious violation. On February 7, 2021, the Anti-monopoly Commission of the State Council officially promulgated the Guidelines to Anti-Monopoly for Platform Economy. The Guidelines to Anti-Monopoly for Platform Economy prohibits certain monopolistic acts of internet platforms so as to protect market competition and safeguard interests of users and undertakings participating in internet platform economy, including without limitation, prohibiting platforms with dominant position from abusing their market dominance. In addition, the Guidelines to Anti-Monopoly for Platform Economy also reinforces antitrust merger review for internet platform related transactions to safeguard market competition. Regulations Relating to Intellectual Property Rights Patents According to the PRC Patent Law promulgated by the Standing Committee of the National People’s Congress of the PRC on March 12, 1984 with the currently effective version took effect from June 1, 2021, and the Implementation Rules of the PRC Patent Law, which was promulgated by the State Council in June 2001 and last amended in December 2023, there are three types of patents in Chinese Mainland: invention patents, utility model patents and design patents. The protection period is 20 years for an invention patent and 10 years for a utility model patent and 15 years for a design patent, commencing from their respective application dates. Any individual or entity that utilizes a patent or conducts any other activities that infringe a patent without prior authorization of the patent holder shall pay compensation to the patent holder and is subject to a fine imposed by administrative authorities and, if constituting a crime, shall be held criminally liable in accordance with the law. According to the PRC Patent Law, any organization or individual that applies for a patent in a foreign country for an invention or utility model patent established in Chinese Mainland is required to report to the National Intellectual Property Administration for confidentiality examination. Copyrights The PRC Copyright Law, which was last amended on November 11, 2020, and became effective on June 1, 2021, provides that Chinese citizens, legal persons, or other organizations will own copyright in their copyrightable works, including works of literature, art, natural science, social science, engineering technology, and computer software, regardless of whether published or not. Copyright owners enjoy certain legal rights, including the right of publication, the right of authorship, and the right of reproduction. The PRC Copyright Law extends copyright protection to internet activities, products disseminated over the internet, and software products, and provides for a voluntary registration system administered by the China Copyright Protection Center. According to the PRC 88 Copyright Law, a copyright infringer will be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owner, and compensating for the loss of the copyright owner. Copyright infringers may also be subject to fines and administrative or criminal liabilities in severe situations. Pursuant to the Computer Software Copyright Protection Regulations promulgated by the State Council on December 20, 2001, and amended on January 30, 2013, a software copyright owner may go through the registration procedures with a software registration authority recognized by the State Council’s copyright administrative authority. The software copyright owner may authorize others to exercise that copyright and is entitled to receive remuneration. Trademarks According to the PRC Trademark Law promulgated by the Standing Committee of the National People’s Congress of the PRC in August 1982 and last amended in April 2019, and the Implementation Rules of the PRC Trademark Law promulgated by the State Council in August 2002 and last amended in April 2014, the period of validity for a registered trademark is ten years, commencing on the date of registration. The registrant shall go through the formalities for renewal within twelve months prior to the expiry date of the trademark if continued use is intended. A trademark owner may license its registered trademarks to another party by entering into trademark license agreements, which must be filed with the Trademark Office for its records. As with patents, the PRC Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark that is applied for is identical or similar to another trademark that has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not infringe upon existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use. Industrial and commercial administrative authorities have the authority to investigate any behavior that infringes the exclusive right under a registered trademark in accordance with the law. In case of a suspected criminal offense, the case shall be timely referred to a judicial authority and decided according to the law. Domain Names Domain names are protected under the Administrative Measures on the Internet Domain Names, which was promulgated by the Ministry of Industry and Information Technology in August 2017 and effective in November 2017, and the Implementing Rules on Registration of National Top-level Domain Names, which was promulgated by China Internet Network Information Center in and effective in June 2019. The Ministry of Industry and Information Technology is the main regulatory body responsible for the administration of internet domain names in Chinese Mainland. Domain name registrations are handled through domain name service agencies established under the regulations, and the applicants become domain name holders upon successful registration. Trade Secrets According to the PRC Anti-Unfair Competition Law, which was promulgated by the Standing Committee of the National People’s Congress of the PRC in September 1993, latest amended on June 27, 2025 and became effective on October 15, 2025, the term “trade secrets” refers to technical and business information that is unknown to the public, has utility, may create business interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders. Under the PRC Anti-Unfair Competition Law, business persons are prohibited from using unfair means to infringe other’s trade secrets. If a third party knows or should have known of the above-mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the third party may be deemed to have committed a misappropriation of the others’ trade secrets. The parties whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory authorities may stop any illegal activities and fine infringing parties. The main amendment of PRC Anti-Unfair Competition Law involves increasing the fine. Business operators and other natural persons, legal persons and unincorporated organizations which infringe upon trade secrets in violation of the provisions hereof, shall be ordered by the government authorities to cease the illegal activities, surrender the illegal income and pay a fine of between RMB100,000 to RMB1 million (or where the circumstances are serious, between RMB1 million to RMB5 million). 89 Regulations Relating to Environment Protection Pursuant to the PRC Environmental Protection Law promulgated by the Standing Committee of the National People’s Congress of the PRC, in December 1989, last amended in April 2014 and effective in January 2015, any entity which discharges or will discharge pollutants during its course of operations or other activities must implement effective environmental protection safeguards and procedures to control and properly treat the environmental hazards produced during such activities. Pursuant to the PRC Environmental Protection Law, the environmental impact statement on any construction project must assess the pollution that the project is likely to produce and its impact on the environment, and stipulate preventive and curative measures; the statement shall be submitted to competent administrative department of environmental protection for approval. Installations for the prevention and control of pollution in construction projects must be designed, built and commissioned together with the principal part of the project. Pursuant to the PRC Environment Impact Assessment Law, which was promulgated in October 2002 and most recently amended in December 2018, Chinese Mainland implements a classification-based management on the environmental impact assessment of construction projects according to the impact of the construction projects on the environment. Construction units, which fall within corresponding classified administration catalog, shall prepare an Environmental Impact Report or an Environmental Impact Statement, or fill out the Environmental Impact Registration Form. Regulations Relating to Fire Protection The Fire Prevention Law of the PRC, which was adopted in April 1998 and last amended in April 2021, provides that fire control design and construction of a construction project shall comply with the State’s fire control technical standards. Developers, designers, builders and project supervisors shall be responsible for the quality of the fire control design and construction of the construction project pursuant to the law. Development project fire safety design examinations and acceptance systems shall be implemented for development projects which are required to have fire safety design in accordance with the national fire protection technical standards. According to the Eight Measures for the Public Security Fire Department to Deepen Reform and Serve Economic and Social Development promulgated by the Ministry of Public Security of the PRC in August 2015, the filing of fire protection design and completion acceptance with respect to fire protection of construction projects with an investment of less than RMB300,000 or a building area of less than 300 square meters (or below the limit set by the housing and urban construction department of the provincial people’s government) was no longer required. Regulations Relating to Foreign Exchange and Dividend Distribution Foreign Exchange Control According to the PRC Regulation for the Foreign Exchange promulgated by the State Council in January 1996, which was last amended in August 2008, and the Regulation on the Administration of the Foreign Exchange Settlement, Sales and Payment promulgated by the People’s Bank of China in June 1996, foreign exchanges required for distribution of profits and payment of dividends may be purchased from designated foreign exchange banks in Chinese Mainland upon presentation of a board resolution authorizing distribution of profits or payment of dividends. According to the Circular of the State Administration of Foreign Exchange, on Further Improving and Adjusting the Foreign Exchange Policies on Direct Investment and its appendix promulgated in November 2012 and amended in May 2015, October 2018 and December 2019 by the SAFE, (1) the opening of and payment into foreign exchange accounts under direct investment accounts are no longer subject to approval by the SAFE; (2) reinvestment with legal income of foreign investors in Chinese Mainland is no longer subject to approval by SAFE; (3) the procedures for capital verification and confirmation that foreign-funded enterprises need to go through are simplified; (4) purchase and external payment of foreign exchange under direct investment accounts are no longer subject to approval by SAFE; (5) domestic transfer of foreign exchange under direct investment account is no longer subject to approval by SAFE; and (6) the administration over the conversion of foreign exchange capital of foreign-invested enterprises is improved. Later, the SAFE promulgated the Circular on Further Simplifying and Improving Foreign Exchange Administration Policies in Respect of Direct Investment in February 2015, which was further amended in December 90 2019 and prescribed that the bank instead of the SAFE can directly handle the foreign exchange registration and approval under foreign direct investment while the SAFE and its branches indirectly supervise the foreign exchange registration and approval under foreign direct investment through the bank. The Provisions on the Administration of Foreign Exchange in Foreign Direct Investments by Foreign Investors, which were promulgated by the SAFE in May 2013 and amended in October 2018 and December 2019, regulate and clarify the administration over foreign exchange administration in foreign direct investments. According to the Circular on the Reform of the Management Method for the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises promulgated by the SAFE in March 2015 and last amended in March 2023, and the Circular on the Reform and Standardization of the Management Policy of the Settlement of Capital Projects promulgated by the SAFE in June 2016, the settlement of foreign exchange by foreign invested enterprises shall be governed by the policy of foreign exchange settlement on a discretionary basis. However, the settlement of foreign exchange shall only be used for their own operational purposes within the business scope of the foreign invested enterprises and follow the principles of authenticity. On October 23, 2019, the SAFE issued the Notice on Further Promoting Cross-border Trade and Investment Facilitation and last amended on December 4, 2023 by the Notice on Further Deepening the Reform to Facilitate Cross-border Trade and Investment (the “Circular 28”), which expressly allows foreign-invested enterprises that do not have equity investments in their approved business scope to use their capital obtained from foreign exchange settlement to make domestic equity investments as long as the investments are real and in compliance with the foreign investment-related laws and regulations. In addition, Circular 28 stipulates that qualified enterprises in certain pilot areas may use their capital income from registered capital, foreign debt and overseas listing, for the purpose of domestic payments without providing authenticity certifications to the relevant banks in advance for those domestic payments. On April 10, 2020, SAFE issued the Notice of the SAFE on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business (the “Circular 8”). The Circular 8 provides that under the condition that the use of funds is genuine and compliant with current administrative provisions on use of income relating to capital account, enterprises are allowed to use income under capital account such as capital funds, foreign debts and overseas listings for domestic payment, without submission to the bank prior to each transaction of materials evidencing the veracity of such payment. Dividend Distribution The SAFE promulgated the Notice on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control in January 2017, which stipulates several capital control measures with respect to outbound remittance of profits from domestic entities to offshore entities, including the following: (1) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (2) domestic entities shall hold income to account for previous years’ losses before remitting the profits. Foreign Exchange Registration of Offshore Investment by Chinese Mainland Residents The SAFE promulgated the SAFE Circular 37 in July 2014. The SAFE Circular 37 requires Chinese Mainland residents (including Chinese Mainland institutions and individuals) to register with local branches of SAFE in connection with their direct or indirect offshore investment in an overseas special purpose vehicle, directly established or indirectly controlled by Chinese Mainland residents for offshore investment and financing with their legally owned assets or interests in domestic enterprises, or their legally owned offshore assets or interests. Such Chinese Mainland residents are also required to amend their registrations with the SAFE when there is a change to the basic information of the special purpose vehicle, such as changes of a Chinese Mainland resident individual shareholder, the name or operating period of the special purpose vehicle, or when there is a significant change to the special purpose vehicle, such as changes of the Chinese Mainland individual resident’s increase or decrease of its capital contribution in the special purpose vehicle, or any share transfer or exchange, merger, division of the special purpose vehicle. 91 The Circular on Further Simplifying and Improving Foreign Exchange Administration Policies in Respect of Direct Investment, which was promulgated in February 2015 and effective in June 2015 and further amended in December 2019, provides that Chinese Mainland residents may register with qualified banks instead of the SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas direct investment. The SAFE and its branches shall implement indirect supervision over foreign exchange registration of direct investment via the banks. Failure to comply with the registration procedures set forth in the SAFE Circular 37 may result in restrictions on the foreign exchange activities of the onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate, the capital inflow from the offshore entities and settlement of foreign exchange capital, and may also subject onshore company or Chinese Mainland residents to penalties under Chinese Mainland foreign exchange administration regulations. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, which took effect in June 2015 and was last amended in March 2023. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within Chinese Mainland, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Regulations Relating to Stock Incentive Plans According to the Notice of the State Administration of Foreign Exchange on Issues Relating to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, or the Share Incentive Rules, which was issued on February 15, 2012 and other regulations, directors, supervisors, senior management and other employees participating in any share incentive plan of an overseas listed company who are Chinese Mainland citizens or non-Chinese Mainland citizens residing in Chinese Mainland for a continuous period of not less than one year, subject to certain exceptions, are required to register with the SAFE. All such participants need to authorize a qualified Chinese Mainland agent, such as a Chinese Mainland subsidiary of the overseas listed company to register with the SAFE and handle foreign exchange matters such as opening accounts, transferring and settlement of the proceeds. The Share Incentive Rules further require an offshore agent to be designated to handle matters in connection with the exercise of share options and sales of proceeds for the participants of the share incentive plans. Failure to complete the said SAFE registrations may subject us and the participants to fines and legal sanctions. In addition, the State Administration of Taxation has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in Chinese Mainland who exercise stock options or are granted restricted shares will be subject to Chinese Mainland individual income tax. The Chinese Mainland subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with tax authorities and to withhold individual income taxes of employees who exercise their stock option or purchase restricted shares. If the employees fail to pay or the Chinese Mainland subsidiaries fail to withhold income tax in accordance with laws and regulations, the Chinese Mainland subsidiaries may face sanctions imposed by the tax authorities or other PRC governmental authorities. Regulations Relating to Labor Labor Law and Labor Contract Law The Labor Law of the PRC and its implementation rules provide that enterprises and institutions must establish and improve work safety and health system, strictly enforce national regulations and standards on work safety and health, and carry out work safety and health education for workers. Working safety and health facilities shall meet national standard. Enterprises and institutions shall provide workers with working safety and health conditions meeting national rules and standards on labor protection. 92 The Labor Contract Law of the PRC and its implementation rules provide requirements concerning employment contracts between an employer and its employees. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the one month anniversary of the commencement date of the employment relationship to the day prior to the execution of the written employment contract. The Labor Contract Law and its implementation rules also require compensation to be paid upon certain terminations. In addition, if an employer intends to enforce a non-compete provision in an employment contract or non-competition agreement with an employee, it has to compensate the employee on a monthly basis during the term of the restriction period after the termination or expiry of the labor contract. According to the Labor Contract Law, if an employer requires the employees to work overtime, it shall pay the worker legally required working overtime salaries. Pursuant to the Interim Provisions on Labor Dispatch, which was promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, effective from March 1, 2014, employers may employ dispatched workers in temporary, auxiliary or substitutable positions provided that the number of dispatched workers shall not exceed 10% of the total number of its workers. Pursuant to the Labor Law, if the employer violates the labor dispatch regulations, the labor administrative department shall order it to make corrections within a prescribed time limit; if it fails to make corrections within the time limit, penalty will be imposed on the basis of more than RMB5,000 and less than RMB10,000 per person. Social Insurance and Housing Provident Funds According to the PRC Social Insurance Law, which was promulgated by the Standing Committee of the National People’s Congress of the PRC in October 2010 and last amended in December 2018, the Interim Regulations on the Collection and Payment of Social Security Funds, which was promulgated by the State Council in January 1999 and amended in March 2019, and the Regulations on the Administration of Housing Provident Funds, which was promulgated by the State Council in April 1999 and last amended March 2019, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity insurance and to housing provident funds. Any employer who fails to contribute may be fined and ordered to make good the deficit within a stipulated time limit. Regulations Relating to Taxation Enterprise Income Tax According to the PRC Enterprise Income Tax Law, promulgated by the National People’s Congress of the PRC in March 2007 and last amended in December 2018, and the Implementation Rules of the PRC Enterprise Income Tax Law promulgated by the State Council in December 2007, last amended on December 6, 2024 and became effective on January 20, 2025, other than a few exceptions, the income tax rate for both domestic enterprises and foreign-invested enterprises is 25%. Enterprises are classified as either “resident enterprises” or “non-resident enterprises”. Besides enterprises established within Chinese Mainland, enterprises established outside China whose “de facto management bodies” are located in Chinese Mainland are considered “resident enterprises” and subject to the uniform 25% enterprise income tax rate for their global income. A non-resident enterprise refers to an entity established under foreign law whose “de facto management bodies” are not within Chinese Mainland but which have an establishment or place of business in Chinese Mainland, or which do not have an establishment or place of business in Chinese Mainland but have income sourced within Chinese Mainland. An income tax rate of 10% will normally be applicable to dividends declared to non-Chinese Mainland resident enterprise investors that do not have an establishment or place of business in Chinese Mainland, or that have such establishment or place of business but the income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within Chinese Mainland. In addition, an enterprise certified as a High-Tech Enterprise enjoys a reduced enterprise income tax rate of 15%. According to the Administrative Measures for the Certification of High-Tech Enterprises amended in January 2016, the provincial counterparts of the Ministry of Science and Technology, the Ministry of Finance, and the State Administration of Taxation jointly determine whether an enterprise is a High-Tech Enterprise considering the 93 ownership of core technology, whether the main technologies underlying the key products or services fall within the officially supported high-tech fields, the proportion of research and development personnel of the total staff, the proportion of research and development expenditure of total revenue, the proportion of high-tech products or services of total revenue, and other factors prescribed. In 2009, the State Administration of Taxation issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in accordance with the De Facto Standards of Organizational Management, or State Administration of Taxation Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a mainland China-controlled enterprise that is incorporated offshore is located in mainland China. If all the following conditions are met, the enterprise will be deemed a resident and subject to 25% enterprise income tax on its global income: (i) the primary location of the day-to-day operational senior management and senior management department’s performance of their duties is in Chinese Mainland; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in Chinese Mainland; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders’ meeting minutes, are located or maintained in Chinese Mainland; and (iv) at least 50% of voting board members or senior executives habitually reside in Chinese Mainland. The State Administration of Taxation issued the Public Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises, or State Administration of Taxation Public Notice 7 in February 2015. State Administration of Taxation Public Notice 7 extends its tax jurisdiction to not only indirect transfers but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. The State Administration of Taxation also issued the Public Notice on Issues Relating to Withholding at Source of Income Tax of Non-Resident Enterprises, or the State Administration of Taxation Public Notice 37 in October 2017, which came into effect on December 1, 2017 and was amended by the Announcement of the State Taxation Administration on Certain Taxation Normative Documents issued by the State Administration of Taxation on June 15, 2018. According to State Administration of Taxation Public Notice 37, where the non-resident enterprise fails to declare its tax payable pursuant to Article 39 of the PRC Enterprise Income Tax Law, the tax authority may order it to pay its tax due within required time limits, and the non-resident enterprise shall declare and pay its tax payable within such time limits specified by the tax authority. According to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income, or the Double Tax Avoidance Arrangement, which was promulgated and came into effect in August 2006, and other applicable Chinese Mainland laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a Chinese Mainland resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties which was promulgated by the State Administration of Taxation in February 2009, if the PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Based on the Announcement on Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties, which was promulgated by the State Administration of Taxation in February 2018 and came into effect in April 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner”, and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. Value Added Tax On December 25, 2024, the Standing Committee of the National People's Congress of the PRC promulgated the PRC Value-Added Tax Law, or the PRC VAT Law, which became effective on January 1, 2026. Under the current PRC VAT Law, standard tax rates are set at three tiers: (i) 13% for taxpayers selling goods, labor services, tangible personal property leasing services, or importing goods; (ii) 9% for taxpayers selling transport services, postal services, 94 basic telecommunications services, construction services, or real property leasing services, as well as those selling real property or transferring land use rights; and(iii) 6% for taxpayers selling other services or intangible assets. Additionally, a 3% rate applies to taxpayers eligible for the simplified tax computation method. Prior to the PRC VAT Law taking effect, taxation in mainland China was governed by the Provisional Regulations of the PRC on Value-Added Tax and its implementation rules, which have since been superseded. Under these historical provisional regulations, the applicable tax rates were initially set higher and were adjusted over time: taxpayers selling goods, labor services, tangible personal property leasing services, or importing goods were subject to a 17% tax rate (adjusted to 16% in May 2018 and further adjusted to 13% in April 2019); taxpayers selling transport services, postal services, basic telecommunications services, construction services, real property leasing services, selling real property, or transferring land use rights were subject to an 11% tax rate (adjusted to 10% in May 2018 and further adjusted to 9% in April 2019); and taxpayers selling services or intangible assets were subject to a 6% tax rate. According to the Measures for the Exemption of Value-Added Tax from Cross-Border Taxable Activities in the Collection of Value-Added Tax in Lieu of Business Tax (for Trial Implementation) revised in December 2024, if domestic enterprises provide cross-border taxable activities such as professional technical services, technology transfer, software services, the above-mentioned cross-border taxable activities are exempt from VAT. Regulations Relating to Cybersecurity, Data Security, Personal Information Protection and National Security On July 1, 2015, the Standing Committee of the National People’s Congress of the PRC promulgated the PRC National Security Law, which came into effect on the same day. The PRC National Security Law provides that the state shall safeguard the sovereignty, security and cyber security development interests of the state, and establish a national security review and supervision system covering foreign investment, key technologies, internet and information technology products and services, and other important activities that may impact national security of the PRC. In November 2016, the Standing Committee of the National People’s Congress of the PRC promulgated the PRC Cyber Security Law, which took effect on June 1, 2017. In accordance with the PRC Cyber Security Law, network operators and service providers must comply with applicable laws and regulations and fulfill their obligations to safeguard network security in conducting business and providing services. On November 28, 2019, several PRC governmental authorities jointly issued the Notice on the Measures for Determining the Illegal Collection and Use of Personal Information through Mobile Applications, which identifies illegal collection and use of the personal information through mobile applications, such as collecting or using information without consent, collecting unnecessary information, etc. On May 28, 2020, the National People’s Congress of the PRC approved the PRC Civil Code, which came into effect on January 1, 2021. Pursuant to the PRC Civil Code, the collection, storage, use, process, transmission, provision and disclosure of personal information should follow the principles of legitimacy, properness and necessity. On June 10, 2021, the Standing Committee of the National People’s Congress of the PRC published the PRC Data Security Law, which took effect on September 1, 2021. The PRC Data Security Law requires data processing to be conducted in a legitimate and proper manner, and provides for data security and privacy obligations on entities and individuals carrying out data activities. The PRC Data Security Law also introduces a data classification and hierarchical protection system. Moreover, the PRC Data Security Law provides a national security review procedure for those data activities which affect or may affect national security and imposes export restrictions on certain data and information, and provides that any organization or individual within the territory of the PRC shall not provide any foreign judicial body and law enforcement body with any data without the approval of the competent PRC governmental authorities. 95 On July 6, 2021, certain PRC regulatory authorities issued Opinions on Strictly Cracking Down on Illegal Securities Activities, which provides that efforts will be made to revise the regulations on strengthening the confidentiality and file management relating to the offering and listing of securities overseas, to implement the responsibility on information security of overseas listed companies, and to strengthen the standardized management of cross-border information provision mechanisms and procedures. On July 30, 2021, the State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021. Pursuant to such regulation, critical information infrastructure refers to any important network facilities and information systems of an important industry and field that may seriously endanger national security, people’s livelihood and public interest in case of damage, function loss or data leakage. Administration departments of each important industry and field are responsible for determining the critical information infrastructure. The operators will be informed by the regulatory authority about the final determination as to whether they are categorized as “critical information infrastructure operators.” On August 20, 2021, the Standing Committee of the National People’s Congress of the PRC promulgated the PRC Personal Information Protection Law, which took effect on November 1, 2021. The PRC Personal Information Protection Law stipulates that except under specific circumstances as provided by laws and administrative regulations, the consent of an individual must be obtained for the processing of his or her personal information. Furthermore, the PRC Personal Information Protection Law stipulates any cross-border transfer of personal information is subject to certain conditions. Critical information infrastructure operators and personal information processors that have processed personal information in an amount reaching a threshold prescribed by the national cyberspace administration, must store in the territory of the PRC the personal information collected or generated within the territory of the PRC. If it is necessary to provide such information to an overseas recipient, a security assessment organized by the national cyberspace administration must be passed. On July 16, 2013, the MIIT promulgated the Regulations on Protection of Personal Information of Telecommunication and Internet Users, which took effect on September 1, 2013. Pursuant to the Regulations on Protection of Personal Information of Telecommunication and Internet Users, telecommunication business operators and Internet service providers are required to constitute their own rules for the collection and use of users’ personal information and they cannot collect or use their information without users’ consent. Telecommunication business operators and Internet service providers must specify the purposes, manners and scopes of personal information collection and usage, and keep the collected personal information confidential. Telecommunication business operators and Internet service providers are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information, and must take technical and other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss. On July 7, 2022, the Cyberspace Administration of China promulgated the Measures for the Security Assessment of Data Cross-border Transfer, which took effect on September 1, 2022. The Measures for the Security Assessment of Data Cross-border Transfer requires that any data processor providing personal information and important data collected and generated during operations within the territory of the PRC or personal information that should be subject to security assessment according to law to an overseas recipient shall conduct security assessment. The Measures for the Security Assessment of Data Cross-border Transfer provides four circumstances, under any of which data processors shall apply to the national cyberspace administration for security assessment of data cross-border transfer: (i) where a data processor provides important data abroad; (ii) where a CIIO or a data processor processing the personal information of more than one million individuals provides personal information abroad; (iii) where a data processor who has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals in total since January 1 of the previous year provides personal information abroad; and (iv) other circumstances where a security assessment of cross-border data transfer is required as prescribed by the national cyberspace administration. The result of a security assessment of cross-border data transfer would be valid for two years. On December 28, 2021, the Cyberspace Administration of China and other PRC governmental authorities jointly released the Measures for Cybersecurity Review, which took effect on February 15, 2022. Pursuant to the Measures for the Cybersecurity Review, critical information infrastructure operators that purchase network products and data processing operators engaging in data processing activities that affect or may affect national security must be subject 96 to the cybersecurity review. In addition, network platform operators holding personal information of over one million users shall also apply for a cybersecurity review before listing in a foreign country. On September 24, 2024, the State Council issued the Regulation on the Administration of Cyber Data Security, or the Cyber Data Security Regulation, which came into effect from January 1, 2025. The Cyber Data Security Regulation stipulated certain requirements on network data processing activities, the security and protection of network data, and the reasonable and effective use of network data, and further clarifies the protection of personal information, security of important data, management of cross-border security of network data and obligations of network platform service providers. The Cyber Data Security Regulation required, among others, where network data processing activities carried out by a network data processor affect or may affect national security, national security review shall be conducted in accordance with relevant PRC regulations. Regulations Relating to Overseas Listing and M&A On August 8, 2006, six PRC governmental and regulatory agencies, including the Ministry of Commerce and the CSRC, promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors, governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006 and was revised on June 22, 2009. The Rules on Acquisition of Domestic Enterprises by Foreign Investors, among other things, require that if an overseas company established or controlled by Chinese Mainland companies or individuals, intends to acquire equity interests or assets of any other Chinese Mainland domestic company affiliated with the Chinese Mainland companies or individuals, such acquisition must be submitted to the Ministry of Commerce for approval. The Rules on Acquisition of Domestic Enterprises by Foreign Investors also require that an offshore special vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the Chinese Mainland companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On February 17, 2023, the CSRC released several regulations regarding the offerings and listings by domestic companies, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines and the Notice on Administrative Arrangements for the Filing of Domestic Enterprise’s Overseas Offering and Listing, collectively, the Overseas Listing Filing Rules, which took effect on March 31, 2023. According to the Overseas Listing Filing Rules, the issuer or a major domestic operating company designated by the issuer, as the case may be, shall file with the CSRC, among others, (i) with respect to its follow-on offering in the same foreign market within three business days after completion of the follow-on offering, and (ii) with respect to its follow-on offering and listing in other foreign markets within three business days, after its initial filing of the listing application to the regulator in the place of such intended listing. Non-compliance with the Overseas Listing Filing Rules may result in a warning on the domestic companies and a fine of RMB1 million to RMB10 million on them. Furthermore, the supervisors directly responsible and other directly responsible persons of the domestic enterprises may be warned, and fined between RMB500,000 to RMB5 million. The controlling shareholders or actual controllers of the domestic company organize or instigate the illegal acts, or conceals matters resulting in the illegal acts, may be fined between RMB1 million to RMB10 million. According to the Overseas Listing Filing Rules, domestic enterprises that had completed overseas listings before March 31, 2023 are not required to file with the CSRC immediately, but shall carry out filing procedures as required if they conduct refinancing or fall within other circumstances that require filing with the CSRC. 97 On February 24, 2023, the CSRC and several other administrations jointly released the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect on March 31, 2023. The Archives Rules apply to both overseas direct offerings and overseas indirect offerings. The Archives Rules provides that, among other things, (i) in relation to the overseas listing activities of domestic enterprises, the domestic enterprises are required to strictly comply with the requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities; (ii) during the course of an overseas offering and listing, if a domestic enterprise needs to publicly disclose or provide to securities companies, accounting firms or other securities service providers and overseas regulators, any materials that contain relevant state secrets or that have a sensitive impact (i.e. be detrimental to national security or the public interest if divulged), the domestic enterprise should complete the approval/filing and other regulatory procedures; and (iii) working papers produced in the PRC by securities companies and securities service institutions, which provide domestic enterprises with securities services during their overseas issuance and listing, should be stored in the PRC, and the transmission of all such working papers to recipients outside of the PRC is required to be approved by competent authorities of the PRC. Enforceability of Civil Liabilities in Chinese Mainland Han Kun Law Offices, our PRC counsel, has advised us that there is uncertainty as to whether the courts in Chinese Mainland would: •recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or •entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Han Kun Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in Chinese Mainland may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between Chinese Mainland and the jurisdiction where the judgment is made or on principles of reciprocity between jurisdictions. Chinese Mainland does not have any treaties or other forms of written reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in Chinese Mainland will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of laws in Chinese Mainland or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what basis a court Chinese Mainland would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on laws in Chinese Mainland against a company in Chinese Mainland for disputes if they can establish sufficient nexus to Chinese Mainland for a court in Chinese Mainland to have jurisdiction, and meet other procedural requirements, including, among others, that (i) the plaintiff must have a direct interest in the case, (ii) there must be a specific defendant, a concrete claim, a factual basis and a cause for the suit, and (iii) the action must fall within the range of civil actions accepted by the courts in Chinese Mainland and within the jurisdiction of the court in Chinese Mainland with which it is filed. The court in Chinese Mainland will determine whether to accept the complaint in accordance with the PRC Civil Procedures Law. It will be, however, difficult for U.S. investors to initiate actions against us in Chinese Mainland in accordance with laws in Chinese Mainland because we are incorporated under the laws of the Cayman Islands and it will be difficult 98 for U.S. investors, by virtue only of holding the ADSs or Class A ordinary shares, to establish a connection to Chinese Mainland for a court in Chinese Mainland to have jurisdiction as required under the PRC Civil Procedures Law. C.Organizational Structure The following diagram illustrates our corporate structure consisting of our principal subsidiaries as of the date of this annual report: ATRenew Inc. is a Cayman holding company and our operations are conducted primarily through subsidiaries in China. By purchasing the ADSs, you are purchasing interests in our Cayman holding company, as opposed to interests in our subsidiaries in China. By purchasing the ADSs, you are purchasing interests in our Cayman holding company, as opposed to interests in our subsidiaries in China. Were this holding company structure to be challenged or disallowed by any regulatory authorities, our business operations would be materially and adversely affected and the value of the ADSs could significantly decline or become worthless. This holding company structure also involves certain risks in terms of dividend distribution, direct investment in entities in Chinese Mainland and obtaining benefits under tax treaty. See “Item 3. Key Information— D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our subsidiaries in Chinese Mainland to fund any cash and financing requirements we may have, and any limitation on the ability of our Chinese Mainland subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business,” “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Chinese Mainland regulation of loans to and direct investment in Chinese Mainland entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of financing activities to make loans or additional capital contributions to our Chinese Mainland subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Chinese Mainland regulations relating to offshore investment activities by Chinese Mainland residents may limit our Chinese Mainland subsidiaries’ ability to change their registered capital or distribute profits to us or otherwise expose us or our beneficial owners who are Chinese Mainland residents to liability and penalties under Chinese Mainland law” See also “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange and Dividend Distribution.” 99 D.Property, Plant and Equipment Our headquarters are located in Shanghai, where we leased an aggregate area of over 18,952 square meters as of December 31, 2025 for office space. As of December 31, 2025, we had eight operation centers with an aggregate floor area of approximately 40,426 square meters across Chinese Mainland and Hong Kong for our eight centralized operation centers. Our directly operated offline AHS stores were also operated on the leased premises. Our servers are hosted in Shanghai and Beijing, China. These data centers are owned and maintained by third-party data center operators. We believe that our existing facilities are sufficient for our current needs, and we will obtain additional facilities, principally through leasing, to accommodate our future expansion plans as needed. As of December 31, 2025, we leased properties for all of our 1,002 directly operated offline AHS stores across 32 cities in China.