A. History and Development of the Company We commenced operations in September 2014 through Beijing Niudian, and launched our NQi series smart e-scooters in June 2015. In November 2014, we incorporated Niu Technologies in the Cayman Islands as our offshore holding company to facilitate financing and offshore listing. Shortly following its incorporation, Niu Technologies established a wholly-owned subsidiary in Hong Kong, Niu Technologies Group Limited. In May 2015, Niu Technologies Group Limited established a wholly-owned subsidiary in mainland China, Niudian Information. Due to the legal restrictions on foreign ownership in companies that provide value-added telecommunications services in mainland China, we operate our NIU app, our website www.niu.com and other related business through Beijing Niudian, a mainland China company in which the equity interests are held by mainland China citizens. In May 2015, we began to conduct the business operations of Beijing Niudian and its subsidiaries through Niudian Information by entering into a series of contractual arrangements with Beijing Niudian and its shareholders. We refer to Niudian Information as our WFOE, and to Beijing Niudian as the VIE in this annual report. Our contractual arrangements with the VIE and its shareholders allow us to (i) conduct the business operations of the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii) have an exclusive option to purchase or designate any third party to purchase all or part of the equity interests in and assets of the VIE when and to the extent permitted by the laws of mainland China. As a result of our direct ownership in our WFOE and the contractual arrangements with the VIE, we are regarded as the primary beneficiary of the VIE, and we treat the VIE as the consolidated variable interest entity under U.S. GAAP, which generally refers to an entity in which we do not have any equity interests but whose financial results are consolidated into our consolidated financial statements in accordance with U.S. GAAP because we have a controlling financial interest in, and thus are the primary beneficiary of, that entity. We have consolidated the financial results of the VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. On October 19, 2018, the ADSs representing our Class A ordinary shares commenced trading on Nasdaq under the symbol “NIU”. We raised from our initial public offering approximately US$55.2 million in net proceeds after deducting underwriting commissions and discounts and the offering expenses payable by us. 60 Table of Contents B. Business Overview We currently design, manufacture and sell high-performance electric motorcycles, mopeds, bicycles, as well as kick-scooters and e-bikes. We have a diversified product portfolio that caters to the various demands of our users and addresses different urban travel scenarios. Currently, we offer two model lineups, comprising a number of different vehicle types. These include (i) the electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, FQi series and others, and (ii) the micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi. We have adopted an omnichannel retail model, integrating the offline and online channels, to sell our products and provide services to users. We sold 1,192,039 units e-scooters in 2025. The number of units sold in China market and international markets were 1,112,021 and 80,018, respectively. We sell and service our products through (i) our “city partner” system in China, which consisted of 623 city partners with 4,540 franchised stores in 320 cities in China as of December 31, 2025, (ii) our business partners in more than 40 countries overseas, including distributors, dealers and retailers, and (iii) our own online store and third-party e-commerce platforms. Our award-winning products represent style, freedom and technology. Our brand “NIU” has inspired many followers and has enabled us to build a loyal user base. We offer the NIU app as an integral part of the user experience and will continue to develop new features within the app to enhance user loyalty. NIU community is established in various types, where fans actively organize NIU scooter-related events. Capitalizing on our premium brand, we have also been able to sell lifestyle accessories, which are well received by customers. We have adopted a user-centric philosophy to design our products. We collect user feedback and product performance data to develop new products or functionalities to satisfy the unmet demand. All of our products are designed to embody the themes of style, freedom and technology through their unique design languages. We have built our smart e-scooters based on our advanced and innovative technologies, including smart technologies, powertrain and battery technologies and automotive-inspired functionalities. To meet the diversified market demand, in 2021 we entered the category of micro-mobility through kick-scooter and e-bike products in the international markets. Our kick-scooters and e-bikes product portfolio are designed to cover a wide range of urban mobility needs from last-mile commuting to entertainment purposes. Since the launch of the first kick-scooter product, we have strategically rolled out micro-mobility products to cover a wide range of market needs. We provide connectivity solutions and value-added services to our users. Our NIU app synchronizes with the smart e-scooters and communicates with our cloud system. Through the app, our users receive real-time information relating to their smart e-scooters. We use the data collected to provide smart maintenance and services, and guide the users on when and how to properly maintain our products to extend their service life and achieve better performance. We also analyze this data to help us improve our products and create new services. In addition, we collect and analyze user behavioral data from our NIU app and our website, from which we derive insights to further engage our customers and strengthen brand loyalty. Our Products We have a diversified product portfolio that caters to the various demands of our users and addresses different urban travel scenarios. Currently, we offer two model lineups, comprising a number of different vehicle types. These include (i) the electric motorcycle, moped and bicycle series, including the NQi, MQi, UQi, FQi series and others, and (ii) the micro-mobility series, including the kick-scooter series KQi and the e-bike series BQi. For our product offerings in China, we built our product portfolio around the classic NQi, MQi, UQi series and subsequently introduced FQi series, and rolled out diversified products catering to different market needs such as the high-performance, high-end XQi electric motorcycle and NXT Hyper electric bicycle. 61 Table of Contents NQi Series Our NQi series smart e-scooters mainly consists of the NXT, NLT, NST, and NT models. The NQi series is built to be high-performance, well balanced, and with a minimalistic aesthetic. Its design language is modern and minimalistic. The NQi series is equipped with advanced powertrain consisting of the high-energy-density battery pack with our proprietary battery management systems (BMS), high-efficiency motor, and our proprietary field-oriented controls (FOC) system that controls the electric motors. The NQi series features industry-leading, lightweight battery packs that deliver extended range. Its integrated BMS ensures safety and integrity by monitoring voltage, current, and temperature, where the technology is validated across five safety pillars: electrical, fire, mechanical, status monitoring, and anti-shock protection. MQi Series Our MQi series smart e-scooters mainly consists of the MT and MMT models. The MQi series is a cool and fresh-looking smart e-scooter designed for young urban users. Most of the MQi series models are smaller, lighter and more agile when cruising through urban traffic than that of the NQi series. The MQi series carries the NIU design language that puts a modern twist on the classic e-scooter design. The MQi series is designed to be ergonomic, bolstering natural and comfortable sitting posture and intuitive dashboard and switches layout. UQi Series Our UQi series smart e-scooters mainly consists of the U Max, U1E, U1One and U+ models. The UQi series is smaller and lighter than the NQi series and MQi series and carries the same NIU design language. The UQi series is designed to be ultra-light and ultra-compact. In December 2025, we launched the U1One model, which is specifically engineered to comply with the New Electric Bicycle Standard in China market. FQi Series The FQi series is a new popular series that quickly becomes a well-known style besides the classic halo light NMU series, mainly with the FX and FXT products. The FQi series draws inspiration from fighter jets and seamlessly incorporates NIU’s essential smart functionalities. For our product offerings in overseas, we have two main categories: (i) electric motorcycles and mopeds, and (ii) electric micro-mobility products. While the electric motorcycle and moped category include some key products from the China market, the micro-mobility product category mainly focuses on kick-scooters and e-bikes. XQi Series The XQi3 is an electric dirt bike built for all environments. Its advanced suspension and rugged construction deliver a smooth, controlled ride, while the ergonomic design reduces fatigue to make riding easier. KQi Series The KQi series offers a wide range of products in the electric kick-scooter category. It includes the KQi Air, a high-end innovatively designed scooter, the KQi3 and KQi300, the high-performance products, and the KQi2, KQi200, KQi1 and KQi100, which are entry-level options. This diverse lineup lays a strong foundation to cater to a broad spectrum of users’ needs. Accessories and spare parts In addition to our e-scooters, urban commuter electric motorcycles, and performance bicycle series, we also offer a comprehensive line of NIU-branded accessories and spare parts. Scooter Accessories. Our scooter accessories include riding gears, such as raincoats, gloves, and knee pads and accessories to be installed on our e-scooters to expand functionalities, such as storage baskets and tail boxes, smart phone holders, backrests and locks. Lifestyle Accessories. Our NIU POWER line of lifestyle accessories include branding apparel, such as t-shirts, coats, jeans, hats, bags, and jewelry, and souvenirs such as notebooks, badges, key chains and mugs. 62 Table of Contents Performance Upgrades. Our NIU POWER Performance line of high-performance upgrade components include upgraded wheels, shock absorbers, brake calipers, and carbon fiber body panels. Our NIU App Our NIU app serves as an integrated platform and supplemental tool to our smart e-scooters. The app includes a suite of functions that primarily focus on the connection with our smart e-scooters as well as other services and value propositions. Depending on vehicle models and geographical areas, the App includes: NIU Dashboard Through communications with the Cloud ECU, multiple sensors, positioning module and communication modules onboard each smart e-scooter, the NIU app presents various key information about the smart e-scooter on the dashboard, including: ● scooter status, such as the location of the scooter and anti-theft alerts; ● historical riding data such as past routes and riding statistics; and ● key diagnostics, such as the real-time status of the battery and the battery health score. The dashboard features a card-based interface to present the most useful and relevant information to the users based on users’ preferences, which is both intuitive and has great potential for customization and expandability. NIU Services Through the NIU app, users can access a variety of services. ● Online repair request. Users can request repair services with one click, after which the app will intelligently recommend the nearest service station for the services. ● Smart check. The function checks common failures which may occur in various components. Users can directly seek solutions through the fault tags. ● Service station locator. Users can access comprehensive information about nearby service stations. ● NIU Cover. Users can query and activate NIU Cover insurance services within the app. ● Smart service. Users can check the status of the smart connection services and can renew the service. ● Theft reporting. Users can report theft of the smart e-scooter and battery within the app. NIU Store We have launched a dedicated in-app store within our NIU app to offer NIU-branded accessories. Additionally, users can explore our featured models and view purchase details in our NIU Store. NIU Social The social tab is the forum for NIU users to post photos, chat, set up a gathering, and share fun in riding and daily life. NIU Points It is a user loyalty program designed to enhance user engagement and activity. The NIU Points are earned through joining special events, publishing original content, interacting with other users, among others. NIU users can redeem the earned points for exclusive NIU badges, NIU accessories, and coupons. 63 Table of Contents Our NIU Brand Our brand represents style, freedom and technology. We design and market our products purposefully to reinforce consumer perception of “NIU” as a premium smart e-scooter brand. Our brand and products are globally recognized and have received prestigious accolades. Our signature NX and U+ models were honored with the Red Dot Product Design Award, and each of our popular NQi, MQi and UQi series has repeatedly launched models that have won international awards, such as the iF Design Award and the Better Design Award, among others. In addition, our brand has received several national-level awards, while gaining recognition from media and authoritative institutions, including the “Good Company 50” by Jiemian News and the “Reputation List of Listed Companies” by National Business Daily. These awards reinforce our technological leadership and further enhance NIU’s brand visibility. We conduct various marketing and branding activities to establish NIU as a premium brand. We actively participate in global exhibitions and roadshows in various countries, such as EICMA in Milan and AIMExpo in Las Vegas, where we unveil our innovative product lineup and advanced mobility solutions. These initiatives reinforce our technological leadership and boost NIU’s brand visibility. We also collaborate with a diverse range of top brands, trendy groups and famous IPs, including collaborations with Razer, The North Face, Kumamon, JD Gaming, Alipay and Amaps, to conduct marketing activities aimed at promoting our brand, engaging with youth demographics and reinforcing a stylish urban lifestyle image. Additionally, we implemented a comprehensive marketing strategy on platforms like Douyin, Tmall and JD through coordinated live-streaming and promotions with over 2,000 stores, achieving simultaneous growth in both brand exposure and GMV. To elevate our global brand recognition, we expanded our retail presence through strategic partnerships with premier retail brands such as Best Buy in the United States and MediaMarkt in Europe. NIU Community We have cultivated a highly dedicated and growing base of NIU fans. Our users are proud owners of NIU smart e-scooters with high levels of engagement. We endeavor to build an interactive and dynamic social community to further convey our brand image as a trendy and youthful urban lifestyle brand. Formed and run by enthusiastic NIU fans, our NIU community organizes various events, such as new product test drives, charity rides, and scooter parades. We support the NIU community with products, designs and communication channels. To further expand the NIU community and increase brand loyalty, we have facilitated the creation of virtual NIU communities by our users via social media platforms such as WeChat, REDnote, and Douyin. We have a dedicated user interaction team that closely monitors and actively participates in various interest groups, such as photography and video group, accessories group, riding group, etc., to interact with users online. In these groups, our users share user-generated content, such as video clips and photos. These interactions and broadcasts enhance our brand image and help our community reach more users. We have established a user loyalty program, NIU Point, to encourage user participation in interest groups and redemption of NIU badges, accessories, and coupons, leading to a truly better urban life. Our community creates a network effect that benefits our brand. Data Analytics—NIU Big Data We have developed our user and scooter data analytics capabilities, which enable us to collect and analyze massive relevant data to deepen our understanding of the smart e-scooter performance, user behavior and operational insights. We have accumulated massive amount of data from multiple sources. We currently collect 462 types of data points covering 72 dimensions such as humidity, lighting and temperature, from our Cloud ECU and up to 32 sensors installed on each smart e-scooter. As of December 31, 2025, our NIU app had been connected with approximately 4,540,000 smart e-scooters, which had accumulated approximately 37.9 billion kilometers of riding distance of data. We also collect data from our NIU app, company’s websites, e-commerce platforms, as well as through providing repair and maintenance services. 64 Table of Contents Our cloud system utilizes a robust, multilayer database structure that can handle over a million persistent connections concurrently. Our parallel database servers to support quick multiple queries in a TB level database. Our cloud system monitors the servers and automatically regenerates a new virtual server if any server goes offline. The above features ensure that our smart e-scooters maintain constant, reliable, and responsive connections with our cloud. In addition, our cloud’s open API platform allows connection with third parties to support functions such as fleet management and smart e-scooter sharing program. Our data analytics team leverages our proprietary big data platform and analytical tools, NIU Inspire to analyze the collected data to deepen our understanding of user behavior and product performance and gain operational insights, enabling us to: (i) guide the upgrade of the existing models and development of new ones; (ii) fine tune the firmware in our existing scooters to improve performance, such as the self-adaptive state of charge algorithms for better battery utilization or the FOC controller software for better electric motor efficiency; (iii) achieve more intelligent retail and service shop planning; (iv) generate scooter diagnosis reports and provide smart maintenance suggestions; and (v) conduct accurate targeted marketing. We collect user-related data after receiving users’ consent. Users in Europe have the option to choose whether or not to send the GPS related data to us due to different data privacy regulations in these regions. After-Sales Services We offer comprehensive after-sale services including value-added services. Our warranty is complemented by value-added services such as repair and maintenance service and NIU Cover, which can be conveniently ordered through NIU app, service hotline, or at our franchised stores. In addition, we provide various services through our NIU app, including NIU Rescue and location of our service centers, and theft reporting. Furthermore, we have been gradually implementing a more intelligent battery maintenance and fault prediction system. By analyzing factors such as user charging habits, driving distance, and environmental temperature, we create personalized user profiles that, when combined with adaptive battery management technologies, enable more efficient and intelligent battery maintenance. Additionally, we are incorporating artificial intelligence to learn from and analyze historical fault data, providing intelligent support for predictive maintenance. We believe all these services together will create a satisfying user experience throughout the e-scooter life cycle. Through these services, we aim to make ownership “worry free” and allow our users to truly enjoy riding and owning our e-scooters. Warranty Policy We provide limited warranties to our users for terms that vary from three months to a lifetime, subject to certain conditions, such as normal use. For certain key components of e-scooters, we mainly provide quality warranties varying from twelve months to a lifetime. For battery packs, warranties generally range from twelve months to sixty months or 10,000 to 40,000-kilometer warranty, depending on the models. For other components of the e-scooters, we provide quality warranties varying from three months to three years, depending on the parts. We are responsible for replacing or repairing the faulty products during their respective warranty terms. The warranty on certain parts of our e-scooters is covered by our suppliers’ back-to-back warranty and thus we are entitled to have the suppliers replace or repair the faulty parts. Repair and Maintenance Service We provide regular after-sales maintenance service to our e-scooters. Our regular maintenance services include scooter exterior check, mechanical structure service, motor system check, electrification service, battery maintenance service, tire pressure check and cleaning services. Based on user’s driving behavior and mileage. Our e-scooters are primarily serviced through our franchised stores and our authorized service centers, which provide repair, maintenance and bodywork services. 65 Table of Contents NIU Cover In November 2015, we introduced NIU Cover, a service package designed to offer users comprehensive service protection entitlements. This offering not only provides access to insurance services from third-party insurers—covering accidental injury, scooter loss, and third-party liability—but more importantly, it includes an extended term of NIU Smart benefits (smart services accessible via the NIU App), basic vehicle maintenance, discounts on peripheral products, vouchers for full-body shell replacement, and coupons for battery warranty extension services. Technologies Behind our lineup of smart, efficient and high-performance smart e-scooters are the suite of advanced technologies we have developed or adopted, such as NIU Energy smart power technology, the Cloud ECU, electric motors, FOC, advanced braking systems, driver assistance and system integration, among others. We also continue to explore and leverage the latest AI technologies and applications in the electric two-wheel section, aiming to offering increasingly intelligent, eco-friendly and efficient mobility solutions for our users. For example, in February 2025, we announced the full deployment of DeepSeek’s AI model—a globally leading, low-compute, high-efficiency platform—on our e-scooters, advancing AI-driven functionalities such as rider assistance, safety enhancements, and voice interaction, demonstrating our commitment to driving innovation in the electric two-wheel industry. NIU Energy Smart Power Technology Our evolving NIU Energy smart power technology combines reliable and proven cell components, innovative hardware system design and an intelligent BMS. We adapted the technology to create a portable, lightweight, safe and reliable battery pack that is suitable for e-scooters. We analyze the riding data from our smart e-scooters to locate and refine the critical point of discharge within the safe range of the battery, develop our proprietary energy efficiency matrix PACK, dynamically calibrate the intelligent BMS chips, optimize the charging dynamic balance algorithms, and integrate our EBS kinetic energy recovery system, motor, and power control unit. Hardware Component and Design Our battery packs incorporate PACK technology, which is adopted by automakers globally. The PACK technology protects the battery cells from impact and regulates battery temperature, and use voltage, temperature, current, or PTC technology to protect each cell, thereby ensuring the integrity of the battery pack. Our battery packs can be charged either standalone or when installed on the e-scooter, both of which can be through a home wall plug. They use proprietary charging connectors and ports for simultaneous safe charging and BMS data communications. We have also developed our proprietary NIU Flash Charger that effectively doubles the charging speed of our battery pack as compared to regular chargers. Battery Management System In addition to robust hardware, our battery packs feature an intelligent battery management system, or BMS. The BMS monitors the voltage, current and temperature of the battery in real-time, and regulates power consumption. The core of our proprietary BMS is the self-adaptive SoC algorithms that optimizes the balance between performance and battery life, provides accurate range predictions based on the data and analysis of the riding behavior of the users and the discharging characteristics of the battery cells. Additionally, we have integrated the lead-acid battery power algorithm library into the scooter controller, which significantly improving the accuracy of the power display without incurring additional costs. This allows users to more intuitively and reliably understand the remaining battery level and estimated range. The system also supports functions such as low battery alerts and automatic switching to energy-saving mode, further enhancing the overall riding experience and ease of use. Cloud Electronic Control Unit At the core of each NIU smart e-scooter lies the Cloud Electronic Control Unit, or the Cloud ECU. The Cloud ECU serves as both a control center and communications center for the smart e-scooter. In particular, the Cloud ECU serves a wide range of functions including, among others, scooter control, motion monitoring, positioning, connectivity and data transmission from the smart e-scooter to our cloud server. 66 Table of Contents Scooter Control. The Cloud ECU serves as the smart e-scooter’s master control center, coordinating the smart e-scooter’s complex systems. The Cloud ECU controls, among others, the smart e-scooter battery, electric motor, Field Oriented Control system, electronic lock and light systems. Motion Monitoring. The Cloud ECU monitors various physical aspects of our smart e-scooters with its built-in triaxial gyro sensor. The gyro sensor detects acceleration and changes in rotational motion or orientation. Thus, the Cloud ECU is able to monitor the posture and dynamics of the smart e-scooter in real-time and accordingly adjust the motor’s power output, ensuring the smart e-scooter’s performance and efficiency. Positioning. The Cloud ECU currently supports two major global satellite geolocation systems: (1) the American Global Positioning System, or the GPS, (2) the Chinese COMPASS, also known as the BeiDou Navigation Satellite System. Together, these systems constitute the technical backbone of our position-based anti-theft systems as well as functions such as riding map and smart e-scooter sharing, which are capable of detecting unauthorized movements of our smart e-scooters. Connectivity and Data Transmission. The Cloud ECU facilitates the connectivity of our smart e-scooters, which are able to access the complete spectrum of mobile network standards. Via these mobile networks, the Cloud ECU upload data about a smart e-scooter’s position and its condition every 3 to 15 seconds, depending on the smart e-scooter’s start up conditions. The transmittance of this data also serves as the foundation of our Assisted Global Positioning System, or the AGPS, that, when coupled with our GPS systems, allows for precise geolocation of our smart e-scooters. In addition, our smart e-scooters are also equipped with dual-mode Bluetooth chips, which allow owners of our smart e-scooters to use their smartphones to directly communicate with our e-scooters. Owners can, among others, query the smart e-scooter’s status and change certain settings such as adjusting the sensitivity level of the anti-theft alert. Intelligent Interaction. The Cloud ECU supports remote interaction with vehicles through IoT, as well as interaction between smartphones and vehicles via Bluetooth Low Energy (BLE) in the absence of a wireless network. Additionally, it supports NFC card swiping for powering on and off, and is capable of learning user driving habits to calculate estimated mileage. OTA Updates. Our smart e-scooters are the first in the industry with OTA update capability, which is normally only seen on high-end electric cars. The OTA update is supported by the Cloud ECU and rewriteable firmware of various electronic components. The OTA allows users to effortlessly update the e-scooters to the most recent firmware updates, so the users can benefit from all future performance improvements and feature enhancements on a regular basis. In addition to constantly improving and upgrading our Cloud ECU, we have developed our own System-on-Chip module, which to our knowledge is the first chip module specially designed and customized for smart urban mobility products. We have applied the C35 System-on-Chip module to the latest V35 version of Cloud ECU to replace the current version of Cloud ECU since August 2019, which provides higher performance and better reliability with lower power consumption and more compact packaging. In addition, the customized chip module will make it more difficult for competitors to replicate our Cloud ECU. In the meantime, we are adopting Long-Term Evolution Category 1 (LTE Cat-1) data connection technology and applying to mass production since July 2021. Compared with Narrowband IoT (NB-IoT), LTE Cat-1 supports higher bandwidth needs since it offers better performance and much lower latency than its counterpart. DCDC power system. Our DCDC power system provides a safer, more efficient and more stable power supply. By leveraging an optimized circuit architecture, intelligent control algorithms, and a high-density integrated design, the system substantially increases operational efficiency while reducing thermal output, physical volume, and overall weight. These improvements optimize both the scooters’ control performance and structural layout. The system’s built-in protection mechanisms also offer multiple safeguards, including short circuit, overcurrent, overvoltage, and overtemperature protection, ensuring safe and reliable power delivery for the entire scooter. Motors We purchase motors from various suppliers and we have also designed our NIU motors, which are energy efficient and cost-efficient. We have been constantly increasing the conversion ratio and refining the calibration of the FOC of the motors. 67 Table of Contents Field Oriented Control Using big data analytics, we have developed the proprietary FOC system that controls the electric motors. The FOC is the intelligence behind the powertrains of our entire lineup of smart e-scooters, and helps our smart e-scooters strike the balance between performance and power consumption. The FOC controls the motor in real-time by recognizing riding conditions and continuously adjusting the torque of the motor for optimal performance. The FOC taps into the performance of a vector controller, which is superior to the square-wave controllers common on the market because a vector controller controls the power and torque output of the motor as opposed to simply adjusting the revolutions per minute, achieving a much smoother ride. Braking System Our smart e-scooters are equipped with hydraulic disc brakes made from special alloys. The brake discs are slotted to extend the life of the system. The hardware of the brakes is complemented by the Electronic Braking System, or the EBS, which provides for intelligent braking and recycling kinetic energy. Certain of our models also employ the combined braking system, or CBS, which intelligently splits braking force between the front and rear discs to shorten the braking distance at higher speeds. Additionally, some of our premium models are fitted with advanced Anti-lock Braking System, or ABS, to offer users enhanced braking performance and safety. Driver Assistance We have developed various driver assistance technologies to enhance the rider experience of our smart e-scooters such as hill hold control, downhill assist, zero-force walk assist, traction control system and bi-directional throttle control system, automatic headlights, automatic return indicators, cruise control and smart self-diagnosis systems. We continue to look for ways to enhance user experience. We have developed adaptive responses to road conditions, active safety systems, and applied them to our latest version of Cloud ECU. We are currently working on the development of, among others, active safety systems, self-balancing systems and driving assistance systems. These advanced systems are developed in tandem with the new product series. System Integration The NIU systems draw from a diverse range of industries and technologies. For example, we use gyroscope, satellite navigation and mobile communication chipsets that originate from the mobile phone industry; temperature sensors, humidity sensors and communication protocols that originate from the industrial control systems; and cloud and big data technologies that originate from internet industry. These diverse technologies and components operate under diverse conditions, such as different working electrical currents and temperatures. We have developed a system that uses a single master control with multi-channel protocols to ensure that all components in the vehicle can be upgraded to the latest version. Design and Engineering We maintain comprehensive in-house design and engineering capabilities, encompassing all stages of scooter engineering from initial concept to final production. User-Centric Philosophy We adopt a user-centric approach in our product design and development. Our products are designed based on quantitative data and qualitative feedback collected directly from our smart e-scooters and users. By maintaining a continuous connection with our vehicles and proactively interacting with users, we have established an instant feedback loop that drives an agile product development process. We systematically collect and analyze large volumes of product performance and behavioral data from scooters on the road, as well as from our NIU app and website. Furthermore, we conduct comprehensive surveys and analyze community feedback to identify areas for improvement. Utilizing these concrete insights, we continuously iterate on our offerings, having successfully deployed practical functionalities such as cruise control and automatic headlights. We also leverage this data to deliver regular over-the-air (OTA) firmware updates, optimizing scooter performance and the overall user experience. 68 Table of Contents Our research and development team comprises seasoned engineering professionals with extensive industry experience. Their technical expertise, combined with our data-driven philosophy, enables us to consistently design and deliver high-performance smart e-scooters. Platform-based Engineering System We utilize a platform-based engineering system anchored by standardized vehicle control and data connection architecture. Under this new smart architecture, we have standardized the design of dashboards and combination switches across various specifications to meet platform requirements. This approach allows for flexible configurations—including integration with Linux-based dashboards for diverse scenarios—balancing product uniformity with the specific needs of different price points and product definitions. This systematic approach allows us to efficiently develop distinct product lines sharing the same voltage requirements, enabling rapid adaptation of our existing production lines for new models. Furthermore, cross-platform component sharing significantly accelerates our engineering phase and maximizes R&D efficiency, while enhancing overall system stability and maintainability. For instance, two vehicles built on the same 48V platform can share identical battery pack solutions, the BMS, FOC, and motors, allowing for highly adaptable configurations. By standardizing these core components, we systematically shorten our design timelines, accelerate time-to-market, and lower manufacturing costs. Industrial Design Industrial design plays a crucial role at NIU. By utilizing design thinking, our team identifies critical user pain points and delivers optimized solutions for daily urban commuting. Our product lines speak a distinctive and consistent family design language, combining contemporary aesthetics with thoughtful functionality. We prioritize both safety and user experience. For instance, we strategically use signature lighting designs to establish distinct product identities across different series, such as the iconic “Halo” headlamp. It integrates a daytime running light with our LED headlamps, providing an ultra-wide arc of light for improved night vision. Furthermore, our vehicles integrate advanced safety and intelligent features as standard, including traction control systems and keyless NFC or Bluetooth unlocking capabilities. The accompanying NIU app seamlessly connects with the vehicle, offering users real-time insights into battery health, remaining mileage, and remote diagnostics to improve overall customer support. We believe good design should deliver an exceptional user experience. Therefore, our team has conducted intensive testing and mock-ups for ergonomic studies. This rigorous process allows us to translate our design philosophy into targeted products that cater to different customer bases. For example, our NX model embodies modern mobility with a focus on dynamic aesthetics. Its sculpted bodywork, minimalist contours, and technological elements strike a balance between contemporary design and powerful performance. This unique positioning attracts sophisticated consumers seeking cutting-edge technology, enhancing our brand’s competitiveness. Complementing this, the FX model introduces a fresh, mecha-inspired aesthetic. With its angular body and integrated lighting, the FX model offers a futuristic, high-tech appeal, providing an accessible way for young consumers to experience smart electric scooters. Through this strategic alignment of industrial design, intelligent functionality, and precise market segmentation, we continuously strengthen our product portfolio and appeal to a diverse global user base. NIU Innovation Lab Our NIU Innovation Lab drives our advanced research and development across several key areas, which include our user experience design, smart electronic research, powertrain design, industrial design and product planning. The Lab focuses on industrial design, structural design, smart electronics research, power electronics research, user data analysis, business intelligence system development and user experience research. The Lab and our research and development team played a crucial role in the creation of the 617 patents we held as of December 31, 2025. We also entered into a definitive Development Collaboration Agreement in March 2019 with one of the world’s leading automobile manufacturers regarding joint development of Micro-mobility solutions, which was carried out by the Lab. Global R&D and Manufacturing Base Our global R&D and manufacturing base commenced operation in December 2019. Located in Changzhou, China, the facility hosts, among others, our proprietary R&D laboratories for our BMS intelligent battery management system, FOC magnetic field-oriented control system, EBS electronic brake system, Cloud ECU intelligent central controller and NIU Inspire big data analysis system, as well as a quality laboratory for comprehensive and standardized testing of the components and vehicles. 69 Table of Contents Manufacturing and Fulfillment We design, manufacture and sell electric motorcycles, mopeds, bicycles, as well as kick-scooters and e-bikes. We view the manufacturers and suppliers we work with as key partners through our product development process and leverages their industry expertise to ensure that each product that we produce meets our strict quality standards. Production facility We keep the majority of the assembly of our electric motorcycles, mopeds, bicycles, as well as kick-scooters in our own production facility, while cooperating with a motorcycle manufacturer with required qualifications to manufacture the certain electric motorcycles models. We operate two manufacturing facilities in Changzhou, China. Our global R&D and manufacturing base includes two phases of construction. Phase I facility commenced operation in December 2019, and covers around 50,000 square meters. Phase I layout includes four semi-automatic assembly lines, a highly efficient double-decker logistics facility, a products showroom, and a dedicated quality control laboratory. The designed production capacity under Phase I is 700,000 units per annum, which increased our total production capacity to over 1,000,000 units per annum. Phase II facility covers around 61,000 square meters and started production from September 2021, which increased our total production capacity to over 2,000,000 units per annum. Supply Chain Management We purchase key components from our suppliers, such as batteries, motors, tires, battery chargers and controllers. We strategically select our suppliers to avoid over-concentration, control our cost and maintain a good relationship with our suppliers. To avoid over-concentration of supply and manage costs and product quality, we generally engage more than two suppliers for each of our key components. For example, we source batteries from multiple leading suppliers. We select our suppliers based on a variety of criteria, including, among others, production capacity, technological sophistication, quality assurance, professional certification, manpower adequacy, financial position and environmental compliance. In addition, we review the performance of our suppliers and make necessary adjustments to our supply chain, including termination of under-performing suppliers. We have been able to maintain good and long-lasting relationships with our suppliers. We also have strong bargaining power on procuring components and raw materials, which enables us to effectively defend ourselves against price increases and fluctuations. We diversify our source of each type of raw material from at least two suppliers. Typically, we enter into a supply framework agreement with each of our raw material suppliers, under which our procurement price is generally set as the predefined standard cost of the supplier plus a specified mark-up, and discount, subject to macro and micro environment. We place great emphasis on the prudent management of our inventory level. We formulate holistic plans for our production, warehousing and logistics, by tracking a variety of factors, including, among others, historical sales data, sales forecasts and customization requests. With smooth turnover between production and logistics, we are able to maintain an optimal inventory level, to fulfill our orders and avoid over-stock at the same time. Our inventory turnover days were 73, 71 and 74 for 2023, 2024 and 2025, respectively. Inventory turnover days for a given period are equal to average of the balances of inventories, at the beginning and the end of the period divided by cost of revenues during the period and multiplied by the number of days during the period. Quality Control We believe that the quality of our products is crucial to our growth. We place great emphasis on quality control, set up dedicated team and implemented stringent monitoring and quality control systems to manage our operations. Our quality control system starts from procurement. Before entering our production flow, the components must be certified for quality. We also perform quality reexaminations and unannounced inspections on components in the mass production flow. We review the performance of our suppliers based on the defective percentage of their supplies, and adjust the amount of procurement from them accordingly. We typically enter into a quality control agreement with each of our suppliers, under which we may seek remedies against our suppliers, such as damages and rectification, in the event the supplies fall below the quality standard or exceed minimum defective percentage. 70 Table of Contents Our quality control system covers each stage of our production process. When we establish or adapt an assembly line for a new product or model, we trial-run the assembly line to produce a sample for quality examination. The assembly line can start mass production only if the produced sample is of adequate quality. When the in-progress product moves from one section to another along the assembly line, it must be checked for quality by the responsible assembly specialists in both sections. After completion of assembly, our quality control personnel will perform overall quality inspection and road-test on the products in accordance with relevant protocols. A product may be shipped out of manufacturing facility only after it passes all quality control examinations and is properly documented as such. We also track the acceptance status of our products when they reach our distributors, business partners or customers. By logging and breaking down the pass rates along our products in the production process, we are able to identify our quality control weak spots, and improve our operation accordingly. Our global R&D and manufacturing base includes a dedicated quality control laboratory equipped with full-automatic and semi-automatic instruments for components testing, and proprietary inspection systems for battery cell quality testing. We have not experienced any massive product recall, massive refunds or other quality control outbreak since we started to sell e-scooters. Fulfilment Leveraging our excellent production and big data capabilities, we are able to achieve fast turnaround time fulfilling orders placements. We ship our products generally 7 to 15 days following placement of order and receipt of payment from our city partners in China. For overseas business partners, delivery generally takes 30 to 60 days following the receipt of down payment under FOB terms, or 5 days fulfilled from our overseas warehouses. Orders from our official website or other e-commerce platforms are faster to fulfill, usually within five days. Through proactive planning, we are able to estimate the distribution of orders in a certain period of time and improve the predictability of our order fulfillment. For example, our franchised stores must timely submit their revolving order plans for the period of the following two weeks and following three months. We incorporate such order plans, in addition to other information, into our holistic planning of production, warehousing and logistics, which in turn helps us achieve fast turnaround to fulfill order placements. Similarly, we take into consideration of the capacity constraint of the factories and frontload the productions ahead of each peak sales season. We have different shipping methods for our finished products depending on the type of the distribution channel: (i) for our offline domestic distribution channels, our city partners and franchised stores are responsible for logistics from the moment products are rolled out of the factory; (ii) for local business partners in international markets, we ship our products mainly under FOB or DDP terms; and (iii) for online shopping platforms such as our official website and third-party platforms such as Amazon.com, we ship our products through third-party delivery services. Omnichannel Retail Model We have established a distinct omnichannel retail model network to sell our products and provide service to our customers. As of December 31, 2025, we sold our products through 4,540 franchised stores in 320 cities in China and through business partners in more than 40 countries overseas, as well as on our own online store and third-party leading e-commerce platforms. We also leverage our omnichannel retail network to deliver peripheral services such as maintenance and repair, and to collect data for business insights. Offline Distribution Network City partners and franchised stores In China, our offline retail channels consist of city partners and franchised stores. Our “city partner” system plays an important role in our offline sales strategy. City partners are our exclusive distributors who either open and operate franchised stores or sign up franchised stores. Leveraging our data analytics and their local knowledge, the city partners select store location and manage the franchised stores. The “city partner” system allows us to optimize store location selection, manage stores efficiently, and maintain our inventory at a low level. 71 Table of Contents To become our city partner and run our franchised stores, a potential partner must meet certain qualifications and possess the prerequisite capabilities specified in the standard franchise agreement, including, among others, adequate and relevant experience, minimum working capital and sound knowledge of local business environment. The stores also have to meet certain requirements that we formulate and adjust from time to time, such as being in a location reasonably accessible and convenient for our targeted users, having adequate square footage, having at least three years of lease term if under leasehold, and having a layout and decorative style that conform to the architectural specifications. Our city partners and franchised stores are an extension of our brand. Our franchised stores adopt a consistent design and layout, provide consistent shopping experience. We enter into a standard distribution agreement with each of our city partners. Each city partner may only offer such products and services, in the specified region and manner, as provided under its respective distribution agreement. The city partners also have to comply with our internal policies regarding performance review, branding and confidentiality. To ensure orderly allocation of customer resources between the city partners, we maintain a stringent distribution management system, under which all the city partners must sell at or above the guidance retail price we set, and must strictly comply with all relevant requirements and guidelines. The city partners purchase the products from us, and are responsible for the logistics, warehousing, and distribution to franchised stores. We do not charge any initial fees or continuing fees to our city partners or franchised stores. We closely monitor the sales performance, service level and activities within the franchised stores through the store level management system that was implemented in early 2018. We will continue to upgrade such system to collect more store operation data such as consumer traffic flow and traffic flow sources, test drive frequencies and sales conversion rate. We also use data collected by other means to improve the performance of our stores. This information helps us adjust store-specific retailing and marketing strategies, thereby increasing per store sales. In addition to offering smart e-scooters, our stores also serve as our service stations to provide after-sales services such as inspection, maintenance and repair services. Under our standard franchise agreement with the city partners and franchised stores, if a customer requests a franchised store to repair one of our products within the term of the warranty, we will reimburse the franchised store for all reasonable labor cost incurred from the repair and also provide them with the necessary spare parts. By offering after-sales services, we aim to establish one-stop solution experience for our customers, continue to increase traffic flow to our stores and enhance user loyalty. The majority of our city partners make full payments upfront for their orders, which helps us improve cash flow management. Overseas Sales Network We export our products to business partners in over 40 countries overseas, including distributors, dealers and retailers. We manufacture and customize our products based on the requirements of our international customers and we ensure our exported products are in compliance with the standards of the local markets. In international markets, we establish our sales network by engaging with local distributors and retail partners, and by setting up local entities. A potential business partner must meet certain qualifications and possess certain prerequisite capabilities, including, among others, preexisting business presence in motorcycles or consumer electronics and established comprehensive sales and service network to be eligible as our business partners. In addition, our business partners must share our vision in the promising future of smart and eco-friendly transportation products, and embrace our innovative marketing models. Typically, we enter into a distribution agreement with our business partners, under which the business partners will commit to a minimum annual purchase amount from us, for a period of one to three years. Our shipping arrangements with business partners are mainly under FOB or DDP terms. 72 Table of Contents We position our products as fashionable, premium urban mobility tools in international markets. Our business partners sell our products primarily in the following three types of stores in international markets: ● branded flagship stores, which are located in the core business areas in major cities, have a space of over 100 square meters, and carry our smart e-motorcycles and e-mopeds exclusively. ● shop-in-shop stores, which are located in downtowns in major cities, where the entire store has a space of over 100 square meters, and have a designated section for our smart e-motorcycles and e-mopeds with a space of around 30 square meters. ● other point of sales, which are licensed to carry our smart e-motorcycles and e-mopeds on a non-exclusive basis. In our micro-mobility product category, we have established offline sales channels by engaging with our retail partners, such as Best Buy in the United States and MediaMarkt in Europe. Through these retail partners, we were able to place our products in over 1,000 physical locations in the United States and Europe as of the end of 2025. Online Distribution Network We sell smart e-scooters and accessories online through third-party e-commerce platforms and on our own online store. We have adopted the online to offline model, seamlessly integrating the online and offline networks to provide a seamless, consistent experience for our customers. These online platforms act as conduits for influencing customers and directing sales to physical stores. Our customers can conveniently place orders online and pick up their scooters at the franchised stores. We entered into standard cooperation agreements with third-party e-commerce platforms, pursuant to which the e-commerce platforms provide us sales and price settlement services, and charge us commission fees and technical support annual fees. We are responsible for the logistics, customer services and after-sale services for the products sold on these platforms. Marketing We focus on promoting awareness of our brand generally and in particular as a lifestyle brand with smart e-scooters globally. Our brand and our e-scooters are marketed to retail customers through digital and experiential activities as well as through promotional and advertising activities. We aim to engage in cost-effective marketing activities by taking advantage of social media and to build an online and offline ecosystem of users that will promote awareness of our brand. To a lesser extent, we engage out-of-home advertising, such as through billboard advertising in cities, advertising on transportation stops, and etc. Our marketing efforts include the following: Online marketing Leveraging our sophisticated data analytics capabilities, we are able to gain a deep understanding of our target customer profiles, such as demographics and interests. With this knowledge, we precisely direct our marketing efforts through targeted online channels to efficiently reach new customers with matching profiles or existing customers for repeat purchases. We conduct online marketing through channels such as e-commerce platforms, online video platforms, social media, and search engines. We also leverage the major media popular with our target groups to regularly publish news and updates about our company, such as our product launch events. We conduct joint marketing activities with other brands. We also utilize our social media accounts and the NIU app to distribute original content to, and interact with, our followers and users. Through these efforts, we deliver key messages to achieve effective marketing. Offline marketing We conduct offline marketing and advertising through product roadshows, ads on transit stops, LCD billboards, exhibitions and festivals. To achieve greater efficiency in our offline marketing, we leverage smart riding data collected from our e-scooters. In each city, we utilize a data analysis function that shows anonymously where NIU users ride and park our e-scooters, as well as where potential users are concentrated. These data results allow us to select optimal offline advertising locations, such as bus and subway stops, train and airport terminals, residential buildings, LCD billboards, stadiums and exhibition centers, to reach our target consumer groups or organize product roadshows in the most relevant venues. 73 Table of Contents Integrated marketing Leveraging our excellent product quality, trendy and youthful brand image, and strong customer loyalty, we utilize integrated marketing strategies to establish NIU as a premium and smart e-scooter brand. We actively participate in EICMA, a leading global exhibition for electric mobility, to demonstrate our brand and technology leadership globally. We also regularly attend other kinds of exhibitions. We consistently collaborate with top brands, trendy groups and famous IPs to organize marketing activities aimed at promoting our brand, including collaborations with Razer, The North Face, Kumamon, JD Gaming, Alipay and Amaps. In 2025, we deepened our collaboration with the popular game “Game for Peace.” This ongoing partnership provides an immersive touchpoint for young gamers to connect closely with the NIU brand in the gaming environment, further deepens brand penetration into youth demographics, and strengthens our brand recognition among next-generation audiences. We execute comprehensive marketing activities on platforms like Douyin, Tmall and JD, featuring new product launch livestreams, local lifestyle livestreams, and e-commerce festival promotions, alongside collaborations with KOLs for product endorsements. These activities achieved record-breaking performance across all platforms, driving significant traffic growth for our retail partners, enhancing brand exposure, and fueling a substantial increase in retail GMV. We organize corporate events, including new product launches and key milestone media events. Our product launch events have been attended by large live audiences and have also received extensive media coverage. We have held dedicated launch events for our flagship models under the NQi, MQi, UQi, FQi, KQi, SQi, and XQi series, in which we emphasize product performance to highlight our technological capabilities, reinforce our premium brand positioning, and promote the NIU lifestyle. Overseas marketing We invest in overseas marketing with a view to raise our brand awareness in international markets. We adopt a dynamic marketing strategy that combines traditional public relations, tactical digital marketing, and strategic retail and event marketing. Our active participation in global, national, and industrial exhibitions and roadshows has significantly elevated the NIU brand’s visibility internationally. In addition to EICMA in Milan, we attended AIMExpo in Las Vegas, IMOT in Munich and Salon Du 2 Roues in Lyon, all of which are well-known in the global mobility industry. Competition We operate in the battery-powered electric two-wheeled vehicles market, which is a segment of the electric two-wheeled vehicles market. The segment is growing rapidly, and we believe we maintain competitive advantages in a number of areas, including brand, product design and quality, smart features, omnichannel retail model, customer satisfaction, and a loyal customer base. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may face intense competition in the electric two-wheeled vehicles industry.” Intellectual Property Our success depends, at least in part, on our ability to protect our core technology and intellectual property. We rely on a combination of patents, patent applications, trade secrets, including know-how, copyright laws, trademarks, intellectual property licenses and other contractual rights to establish and protect our proprietary rights in our technology. In addition, we enter into confidentiality and non-disclosure agreements with our employees, distributors, business partners and suppliers. The agreements we entered into with our employees also provide that all software, inventions, developments, works of authorship and trade secrets created by them during the course of their employment are our property. Our intellectual property rights are critical to our business. As of December 31, 2025, we owned 617 patents, 1,028 registered trademarks and 33 copyrights relating to various aspects of our operations and two registered domain names, including www.niu.com. Of the 1,028 registered trademarks, 155 are registered in mainland China and 873 in other countries and regions. As of the same date, we had 137 applications for patents and trademarks pending in mainland China, Europe and other jurisdictions. 74 Table of Contents Regulations This section sets forth a summary of the most significant laws, regulations and rules that affect our business activities in mainland China and our shareholders’ rights to receive dividends and other distributions from us. Regulations on Production of Electric Bicycles On July 9, 2005, the State Council of the PRC promulgated the Regulation of the PRC on the Administration of Production License for Industrial Products, or the Production License Regulations, which was last amended on July 20, 2023 to take effective on the same date. On April 21, 2014, the General Administration of Quality Supervision, Inspection and Quarantine, or the AQSIQ, issued the Measures for the Implementation of the Regulations of the PRC Administration of Production Licenses for Industrial Products, or the Measures, which was recently revised by the SAMR on March 18, 2025. The latest version took effect on May 1, 2025. According to the Production License Regulations and the Measures, any enterprise that has not obtained a production license for a product listed in the Announcement of the Product Catalog Implementing the Production Licensing System, or the Production Catalog, which was issued by the General Administration of Quality Supervision, Inspection and Quarantine (abolished), or the AQSIQ on November 20, 2012, must not produce the relevant product. An enterprise must file an application to the provincial administration of quality and technology supervision for the license of producing the products listed in the Production Catalog. Otherwise, the authorities can impose fines and other administrative sanctions, and serious violations may result in criminal liabilities. According to the Production Catalog, most of our products are classified as electric bicycles, which are industrial products that fall within the scope of Production License Regulations and Measures. Thus, we have obtained the appropriate production license thereof. On June 24, 2017, the State Council issued the Decision on Adjusting the Catalog for the Administration of Production Permits for Industrial Products and on Trying out the Simplification of Approval Procedures, or the Decision. Pursuant to the Decision, the production license for electric bicycle was canceled and was changed to implement mandatory product certification management. According to Announcement on the Issuance of Administrative Arrangements for the Transformation of Electric Bicycle Products from Licensing to Compulsory Product Certification by the SAMR and the National Standardization Management Committee on July 2, 2018, the transition period from production license management of electric bicycle to China Compulsory Certification management was from August 1, 2018 to April 14, 2019. The Safety Technical Specification for Electric Bicycle (GB17761-2024) promulgated by the SAMR and the National Standardization Management Committee on December 31, 2024 and effective on September 1, 2025, is the main national standards governing electric bicycles. The New Electric Bicycle Standard replaced the General Technical Requirements for Electric Bicycles (GB17761-2018), or the Old Standard, which were issued by the Quality and Technology Supervision Bureau on May 15, 2018 and became effective from April 15, 2019 and has been replaced by the updated Safety Technical Specification for Electric Bicycle (GB17761-2024), which became effective on September 1, 2025. On October 1, 2024, the State Administration for Market Regulation, the Ministry of Industry and Information Technology, the Ministry of Public Security and the National Fire and Rescue Administration jointly issued the Announcement on Strengthening Electric Bicycle Product Access and Industry Standardized Management, emphasizing, among others, that national mandated standards for electric bicycle shall be strictly complied with and the compulsory certification shall be strictly implemented. On October 15, 2024, China Quality Certification Center issued the Notice on Implementation of the New Version of the Standard for CCC Certification of Electric Bicycles. Starting from November 1, 2024, entities seeking electric bicycle certification must follow this 2024 edition of CCC Certification. Certificates issued under the 2023 edition will remain valid, while the valid certifications issued prior to the 2024 edition must complete the certification changes by October 31, 2024, failure to do which will result in temporarily suspension, or even revocation of the certification if the changes are not completed within a one-year transitional period. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our products are subject to safety standards and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.” Furthermore, on April 21, 2023, the MIIT issued certain recommended industrial standards on the production and design standards of electric bicycles and spare parts, including the Technical Specifications for Handlebar of Bicycles (QB/T 1715-2023), the Specifications and Dimensions of Lithium-ion Battery for Electric Bicycles (QB/T 4428-2023), the General Technical Specifications for Electric Bicycles (QB/T 5869-2023), and the General Technical Specifications for Electric Bicycles’ Electronic Control Units (QB/T 5870-2023), all of which came into effect on November 1, 2023, for enterprises’ reference. ​ 75 Table of Contents Regulations on Qualification of Production of Electric Motorcycles Pursuant to the Administration Measures for Access of Motorcycle Manufacturing, or the Motorcycle Manufacturing Measures, issued on November 30, 2002 and the Implementing Rules of the Administration Measures for Access of Motorcycle Manufacturing, or the Motorcycle Manufacturing Rules, issued on December 31, 2002, enterprises must pass the production access examination and obtain the Motorcycle Production Access Certificate before manufacturing motorcycles in mainland China, and if an enterprise conducts a motorcycle manufacturing consignment, both the consignee and the consignor are required to obtain the Motorcycle Production Access Certificate. Pursuant to the General Specifications for Electric Motorcycles and Electric Mopeds, or the General Specifications, which was issued on June 25, 2009 and effective on January 1, 2010, the General Specifications applies to electric motorcycles and electric mopeds, which was replaced by the updated General Specifications for Electric Motorcycles and electric（GB/T 24158-2018), effective on April 1, 2019. On January 14, 2010, the MIIT, issued the Circular on Matters Related to Electric Motorcycle Production Enterprises and Product Access Management, or the Circular, which imposes production restrictions on enterprises who currently produce or intend to produce electric motorcycles. Such enterprises must satisfy the MIIT’s access requirements and be on the list of the Announcement on Vehicle Manufacturers and Products before continuing or commencing production. On November 27, 2018, the MIIT promulgated the Administration Measures for Access of the Road Motor Vehicle Manufacturing Enterprises and Products, which became effective on June 1, 2019 and replaced the Motorcycle Manufacturing Measures and the Motorcycle Manufacturing Rules. According to the Administration Measures for Access of the Road Motor Vehicle Manufacturing Enterprises and Products, the authorities will continue to implement a classified access administration of enterprises engaged in the manufacturing of road motor vehicles and road motor vehicle products, and road motor vehicle design enterprises are encouraged to cooperate with or consign to licensed road motor vehicle manufacturing enterprises in manufacturing process. We entered into a manufacturing cooperation agreement with a motorcycle manufacturer with required qualifications to manufacture certain models classified as electric motorcycles. Besides, Jiangsu Xiaoniu has been listed in the Road Motor Vehicle Manufacturers and Products List (batch 327) issued by MIIT on January 13, 2020 as an enterprise permitted to manufacture motorcycles and we have obtained the World Manufacturer Identifier (WMI) and Vehicle Identification Number (VIN). See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our products are subject to safety standards and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.” Regulations on Registration of Electric Bicycles Pursuant to the Road Traffic Safety Law of the PRC (Revised in 2021), a non-motorized vehicle which ought to be lawfully registered shall be deemed street-illegal until it has been registered with the local traffic administrative department. In addition, the categories of such non-motorized vehicles shall be determined by provincial governments in light of their respective actual local situation and shall consist of technical standards in terms of overall weight, braking performance, overall size and reflectors, which all non-motorized vehicles should abide by. We have obtained the production license for electric bicycles according to applicable regulations. We will adjust the technical standards of our e-scooters to be sold at local markets until the technical standards meet local requirements and our e-scooter is listed on the local catalog which indicates the e-scooters on it are permitted to be lawfully registered. Pursuant to the Circular on Strengthening the Management of Electric Bicycles, jointly promulgated by the State Administration for Industry and Commerce, the AQSIQ, the Ministry of Public Security and the MIIT on March 18, 2011, any non-compliant vehicle may not be registered as a non-motorized vehicle, which in turn means it shall be deemed street-illegal. Therefore, some PRC local governments issued restrictive provisions on electric bicycles. Some local governments (such as Beijing, Shanghai, Anhui province, Jiangsu province, Guangxi province, Zhejiang province and Gansu province) implemented a catalog management system requiring (i) restricting and prohibiting sales and/or use of electric two-wheeled vehicles that do not meet the required standards; and/or (ii) end users to register electric two-wheeled vehicles. For example, on October 20, 2013, the Shanghai Municipal People’s Congress promulgated the Measures for the Management of Non-motorized Vehicles in Shanghai, which stipulates that any non-motorized vehicle that is sold in Shanghai must be registered with relevant department. Most of our products have obtained sales approval in Beijing, Shanghai, Anhui province, Jiangsu province, Guangxi province, Zhejiang province, Gansu province and other major provinces and cities. In addition, we will cooperate with local governments that require us to obtain approval of sales. On the other hand, several local municipal governments (such as Xiamen, Shenzhen and Dongguan) have promulgated rules and regulations prohibiting the riding of electric bicycles/electric scooters in specific districts, and also restricting the use of registered electric two-wheeled vehicles. Due to the limited number of such districts, which are not our major source of revenue, the regulations of prohibiting and restricting do not have substantial effect on our revenue. 76 Table of Contents Regulations on Registration of Motorcycles Pursuant to the Provisions on the Registration of Motor Vehicles of the PRC promulgated on May 27, 2008, amended on December 17, 2021 and came into effect on May 1, 2022, the owner of a motor vehicle, including motorcycles, shall apply for registration of such motor vehicle after obtaining the certificate of qualified motor vehicle safety technical inspection from a local motor vehicle safety technical inspection institution. On October 18, 2014, the Circular of the Ministry of Industry and Information Technology and the Ministry of Public Security on Strengthening the Production and Registration Management of Minibuses and Motorcycles was issued, which reiterates that motorcycles must be registered, and in order to simplify the motorcycle registration procedures in rural areas, motorcycles may gradually be sold with license, and motorcycle sales enterprises may be entrusted to register motorcycles before motorcycles are sold. In recent years, in order to control the number of motor vehicles on the road, certain local governments have issued restrictions on the issuance of vehicle license plates, but these restrictions generally do not apply to the issuance of license plates for new energy vehicles, which makes it easier for purchasers of new energy vehicles to obtain automobile license plates. For example, pursuant to the Implementation Measures on Encouraging Purchase and Use of New Energy Vehicles in Shanghai, local authorities will issue new automobile license plates to qualified purchasers of new energy vehicles without requiring such qualified purchasers to go through certain license-plate bidding processes and to pay license-plate purchase fees. Regulations on Production Safety, Pursuant to the Production Safety Law of the PRC, or the Production Safety Law, which took effect on November 1, 2002 and was amended on August 31, 2014 and June 10, 2021, the entities that are engaged in production and business operation activities must implement national industrial standards which guarantee the production safety and comply with production safety requirements provided by the laws, administrative regulations and national or industrial standards. An entity must take effective measures for safety production, maintain safety facilities, examine the safety production procedures, educate and train employees and take any other measures to ensure the safety of its employees and the public. An entity or its relevant persons-in-charge which has failed to perform such safety production liabilities will be required to make amends within a time limit or face administrative penalties. If it fails to amend within the prescribed time limit, the production and business operation entity may be ordered to suspend business for rectification, and serious violations may result in criminal liabilities. Our production behaviors are compliant with the Production Safety Law so far. Regulations on Product Quality The Product Quality Law of the PRC, or the Product Quality Law, was adopted on February 22, 1993 and amended on July 8, 2000, August 27, 2009 and December 29, 2018. The Product Quality Law applies to anyone who manufactures or sells any product within the territory of mainland China. It is prohibited from producing or selling counterfeit products in any form, including counterfeit brands, or providing false information about the product manufacturers. Violation of national or industrial standards may result in civil liability and administrative penalties such as compensation, fines, suspension of business and confiscation of illegal income, and serious violations may result in criminal liabilities. We are in compliance with any of provisions of the Product Quality Law. 77 Table of Contents Under the Application Scope of the First Batch of Products Implementing Mandatory Product Certification Catalogue effective on July 1, 2002, motorcycles and bicycles with gasoline and other engines were within the product catalogue that must apply the compulsory product certification. The Administrative Regulations for Compulsory Product Certification was promulgated on July 3, 2009, amended on September 29, 2022, and took effect on November 1, 2022, pursuant to which that several specified products must not be delivered, sold, imported or used in other business activities until they complete the compulsory product certification and be labeled with certification mark. However, on June 24, 2017, the State Council issued the Decision on Adjusting the Catalog for the Administration of Production Permits for Industrial Products and on Trying out the Simplification of Approval Procedures, or the Decision. Pursuant to the Decision, the production license for electric bicycle was canceled and was changed to implement mandatory product certification management. According to Announcement on the Issuance of Administrative Arrangements for the Transformation of Electric Bicycle Products from Licensing to Compulsory Product Certification by the SAMR and the National Standardization Management Committee on July 2, 2018, the transition period from production license management of electric bicycle to China Compulsory Certification management was from August 1, 2018 to April 14, 2019. On March 14, 2019, the Opinions of the SAMR, the MIIT and the Ministry of Public Security on Intensifying Supervision of the Execution of National Standards for Electric Bicycles, or the Opinions, was promulgated. The Opinions provides that the market supervision department shall strengthen the management of China Compulsory Certification for electric bicycles, strengthen inspections of certification agencies and manufacture enterprises, and shall only allow vehicles that meet the Electric Bicycle Standard and obtained China Compulsory Certification flowing into the market. We have obtained China Compulsory Certification for all of our current for-sale products, and will try to obtain China Compulsory Certification for our future products. On December 27, 2025, the National Certification and Accreditation Administration issued the Announcement of the National Certification and Accreditation Administration on the Pilot Reform of the China Compulsory Certification Mark for Power Banks and Other Products, which requires that, starting from March 1, 2026, electric bicycles and their safety accessories that newly obtain CCC certification certificates must bear a CCC traceability QR code in accordance with the requirements of this announcement before they may be manufactured, sold, imported, or used in other business activities. We will affix the CCC traceability QR code to electric bicycles and safety accessories for which we newly obtain CCC certification certificates in the future. See “Item 3. Key Information— D. Risk Factors—Risks Related to Our Business and Industry—Our products are subject to safety standards and failure to satisfy such mandated standards would have a material adverse effect on our business and operating results.” Pursuant to the Civil Code of the PRC, promulgated by the National People’s Congress on May 28, 2020 and effective on January 1, 2021, in the event of damages caused to other party due to product defect, the infringed party may seek compensation from the manufacturer of the products or from the seller of the products and shall have the right to request the manufacturer and the seller to bear tortious liability such as cessation of infringement, removal of obstruction, elimination of danger, etc. Regulations Relating to Product Recall The SAMR issued the Interim Provisions on the Administration of Recall of Consumer Goods on November 21, 2019, which took effect on January 1, 2020. Our products, accordingly, as one kind of customer goods, are subject to the requirements set out thereunder. Pursuant to the Interim Provisions on the Administration of Recall of Consumer Goods, if a manufacturer is aware of any potential defect in its products, or receive such notice from the government authorities, it must investigate in a timely manner and report the results of such investigation to the authorities. Where any defect is found during the investigation, the manufacturer must immediately cease to manufacture, sell, or import the relevant products and recall such products. We have not received any such notice from authorities, or initiated, voluntarily or involuntarily, any product recalls in accordance with such provisions. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may be compelled to undertake product recalls or take other actions, which could adversely affect our brand image and results of operations.” Regulations Relating to Foreign Trade Pursuant to the Foreign Trade Law of the PRC, promulgated on May 12, 1994 and amended on April 6, 2004, November 7, 2016, December 30, 2022, and December 27, 2025 and the Measures for the Record Filing and Registration of Foreign Trade Business Operators promulgated by the Ministry of Commerce on June 25, 2004, effective on July 1, 2004, and amended on August 18, 2016, November 30, 2019 and May 10, 2021, foreign trade operators engaged in the import and export of goods or the import and export of technology must register with the Ministry of Commerce or its authorized institution. In addition, if an entity imports or exports goods as consignee or consignor, it shall file with customs according to the Provisions of the People’s Republic of China on the Administration of Recordation of Customs Declaration Entities, promulgated on November 19, 2021 and came into effect on January 1, 2022. We have made filings with authorities pursuant to the applicable provisions. 78 Table of Contents Regulations Relating to Foreign Investment Pursuant to the Special Administrative Measures for Market Access of Foreign Investment (Negative List) (2024 Edition), or the 2024 Negative List, jointly issued by the NDRC and the Ministry of Commerce on September 6, 2024 and enforced on November 1, 2024, the foreign investment related to design, manufacture and sale of electricity bicycles does not fall within the category of industries in which foreign investment is restricted or prohibited. The 2024 Negative List enumerates the restricted industries and the prohibited industries in relation to foreign investment, and the industries which do not fall within the 2024 Negative List, shall be administered under the principle of equal treatment to domestic and foreign investment. On March 15, 2019, the Foreign Investment Law of PRC was issued by the National People’s Congress and took effect on January 1, 2020, which also provides that the industries in which foreign investment is not restricted and prohibited shall be administered under the principle of equal treatment to domestic investment. On December 26, 2019, the State Council published the Implementation Rules of the Foreign Investment Law, which took effect on January 1, 2020. Furthermore, on December 19, 2020, the NDRC and the Ministry of Commerce jointly issued the Measures for Security Review of Foreign Investment, effective on January 18, 2021, which provides detailed guidance regarding security review of foreign investment that has a potential impact on national security. On July 25, 2023, the State Council issued the Opinions on Further Optimizing the Foreign Investment Environment and Increasing Efforts to Attract Foreign Investment, which provides certain policy supports aimed at vigorously attracting and utilizing foreign investment. Foreign investment in telecommunications companies in mainland China is governed by the Provisions on Administration of Foreign-Invested Telecommunications Enterprises, or the Foreign-Invested Telecommunications Enterprises Provisions, which were promulgated by the State Council on December 11, 2001, and amended on September 10, 2008 and February 6, 2016. The Foreign-Invested Telecommunications Enterprises Provisions prohibits a foreign investor from holding over 50% of the total equity interest in any value-added telecommunications service business in mainland China. On March 29, 2022, the State Council published the Decision of the State Council to Amend and Repeal Certain Administrative Regulations, among which the Foreign-Invested Telecommunications Enterprises Provisions is further amended. The latest version removes certain requirements for foreign-invested telecommunications enterprises and came into effect on May 1, 2022. We operate our website www.niu.com and our NIU app through Beijing Niudian and sell our e-scooters and peripheral products on the website. Regulations Relating to Overseas Investment On December 26, 2017, the NDRC issued the Management Rules for Overseas Investment by Enterprises, or the NDRC Order 11. As defined in the NDRC Order 11, “overseas investment” refers to the investment activities conducted by an enterprise located in the territory of mainland China, either directly or through an offshore enterprise under its control, by making investment with assets and equities or providing financing or a guarantee in order to acquire overseas ownership, control, management rights and other related interests. Furthermore, overseas investment by a Chinese individual through overseas enterprises under his/her control is also subject to the NDRC Order 11. According to the NDRC Order 11, (i) direct overseas investment by Chinese enterprises or indirect overseas investment by Chinese enterprises or individuals in sensitive industries or sensitive countries and regions requires prior approval by the NDRC; (ii) direct overseas investment by Chinese enterprises in non-sensitive industries and non-sensitive countries and regions requires prior filing with the NDRC; and (iii) indirect overseas investment of over US$300 million by Chinese enterprises or individuals in non-sensitive industries and non-sensitive countries and regions requires reporting with the NDRC. Uncertainties remain with respect to the application of the NDRC Order 11. We are not sure if we were to use a portion of the proceeds raised from our financing activities to fund investments in and acquisitions of complementary business and assets outside of mainland China, such use of U.S. dollars funds held outside of mainland China would be subject to the NDRC Order 11. There are very few interpretations, implementation guidance or precedents to follow in practice. We will continue to monitor any new rules, interpretation and guidance promulgated by the NDRC and communicate with the NDRC and its local branches to seek their opinions, when necessary. 79 Table of Contents Regulations Relating to Foreign Debt On January 8, 2003, the NDRC, Ministry of Finance and SAFE promulgated the Interim Provisions on the Management of Foreign Debts, which was amended on July 26, 2022 and became effective on September 1, 2022, pursuant to which the summation of the accumulated medium-term and long-term debts borrowed by foreign-invested entities and the balance of short-term debts shall not exceed the surplus between the total investment in projects approved by the verifying departments and the registered capital, or the Surplus Limit. Within the range of the Surplus Limit foreign-invested entities may borrow foreign loans at their own will. If the loans exceed the Surplus Limit, the total investment in projects shall be reexamined by the original examination and approval departments. In addition, on January 11, 2017, People’s Bank of China promulgated the Notice of the People’s Bank of China on Full-coverage Macro-prudent Management of Cross-border Financing, or PBOC Circular 9, which sets out an upper limit for mainland China entities, including foreign-invested entities and domestic-invested entities, regarding their foreign debts, or the Financing Limit. Pursuant to PBOC Circular 9, the Financing Limit for entities shall be calculated based on the following formula: the Financing Limit = net assets * cross-border financing leverage ratio * macro-prudent regulation parameter. As to net assets, entities shall take the net assets value stated in their respective latest audited financial statement in calculation; the cross-border financing leverage ratio for enterprises is two (2); the macro-prudent regulation parameter is one (1). PBOC Circular 9 does not supersede the Interim Provisions on the Management of Foreign Debts. PBOC Circular 9 stipulates a one-year transitional period, or Transitional Period, from its promulgation date for foreign-invested entities, during which they could choose the calculation method of foreign debt upper limit based on either (i) the Surplus Limit, or (ii) the Financing Limit. After the Transition Period, the method applicable to foreign-invested entities shall be determined by the People’s Bank of China and SAFE separately. On March 11, 2020, the People’s Bank of China and SAFE issued the Notice of Adjusting the Macro-prudent Regulation Parameter for Full-covered Cross-border Financing, which adjusted the macro-prudent regulation parameter as set forth in the Circular 9 from 1 to 1.25. However, although the Transitional Period ended on January 10, 2018, as of December 31, 2025, the People’s Bank of China or SAFE has not issued any new regulations regarding the application calculation method of foreign debt upper limit for foreign-invested entities. As to domestic-invested entities, they are only subject to the Financing Limit from the date of promulgation of PBOC Circular 9 regardless of the Transitional Period. On January 5, 2023, the NDRC issued the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises, which took effect on February 10, 2023, setting out regulatory standards and procedures for enterprises when issuing foreign debts that over one year. Regulations Relating to Internet Information Security and Privacy Protection Internet information in mainland China is heavily regulated and restricted as a national security issue. The SCNPC enacted the Decisions on Maintaining Internet Security in December 2000, as further amended in August 2009, which impose criminal liabilities on persons or entities that: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or (v) infringe intellectual property rights. The Ministry of Public Security has promulgated measures that prohibit the use of the internet in ways that would result in the leakage of state secrets or dissemination of socially destabilizing content. If an internet information service provider violates these measures, the Ministry of Public Security and the local security bureaus may revoke its operating license and shut down its websites. Under the Several Provisions on Regulating the Market Order of Internet Information Services issued by the MIIT in December 2011, an internet information service provider may not collect any user’s personal information or provide any such information to third parties without that user’s consent. It must also expressly inform that user of the method, content and purpose of the collection and processing of such user’s personal information and may only collect such information as necessary for the provision of its services. In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC in December 2012 and the Order for the Protection of Telecommunication and Internet User’s Personal Information issued by the MIIT in July 2013, any collection and use of a user’s personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. 80 Table of Contents In November 2016, the SCNPC promulgated the Network Security Law of the PRC, or the Network Security Law, which took effect on June 1, 2017, which was amended on October 28, 2025 and took effect on January 1, 2026. Pursuant to the Network Security Law, a network operator, including, without limitation, internet information service providers, must take technical measures and other necessary measures in accordance with the provisions of applicable laws and regulations as well as the compulsory requirements of the national and industrial standards to safeguard the safe and stable operation of networks, effectively respond to network security incidents, prevent illegal and criminal activities and maintain the integrity, confidentiality and availability of network data. Any violation of the provisions and requirements under the Network Security Law may subject an internet service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancelation of filings, closedown of websites or even criminal liabilities. On December 28, 2021, the CAC, together with other twelve government authorities, jointly released the Cybersecurity Review Measures, which came into effect on February 15, 2022. The Measures require operators of critical information infrastructure to go through cybersecurity review when purchasing any network products and services with a potential impact on national security. On March 17, 2023, the SAMR and the National Standardization Administration Committee announced the issuance of the National Standards of the People’s Republic of China (No. 1 of 2023), which contains 12 sets of national standards on cybersecurity under the National Technical Security Standardization Committee of China, or TC260, including the Information Security Technology - Basic Requirements for Competence of Cybersecurity Workforce (GB/T 42446-2023). On April 26, 2023, the amended Counterespionage Law of the People’s Republic of China was promulgated which came into effect on July 1, 2023, establishing a close connection between data security and national security. It provides, among others, that engaging in the unauthorized provision of data or conducting cyberattacks against specific authorities is categorized as acts falling within the scope of espionage, and unlawfully acquiring or possessing documents, data, materials, or items that qualify as state secrets is strictly forbidden. On May 29, 2023, the Secretariat of the National Information Security Standardization Technical Committee published the Practice Guidelines for Cybersecurity Standards - Implementation Guidelines for Cyber Data Security Risk Assessment, implementing the requirements of the Data Security Law on data security risk assessment, which outlines the approach, workflow and key components of the data security risk assessment, including data security management, data processing activities, data security technology, and personal information protection. On September 11, 2025, the CAC promulgated the Administrative Measures for the Reporting of Cybersecurity Incidents, which imposed obligations on network platform operators to report to the in-charge cyberspace administration when an incident that might endanger network security occurred. In November 2019, the Secretariat of the CAC, the General Office of the MIIT, the General Office of the Ministry of Public Security and the SAMR jointly promulgated the Circular on Issuing the Methods for Identifying Unlawful Collection and Use of Personal Information of Applications, which defines actions that may be regarded as violating the Network Security Law and other personal information protection related regulations, including, among other things, failure to publicize the rules for collection and use of personal information, failure to expressly state the purpose, manner and scope of collecting and using personal information, collection and use of personal information without consent of users, provision of personal information to others without consent, and failure to provide the function of deleting or correcting personal information as required by law. Furthermore, on August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, which came into effect on November 1, 2021. The Personal Information Protection Law integrates the scattered rules with respect to personal information rights and privacy protection and aims at protecting the personal information rights and interests, regulating the processing of personal information and promoting the reasonable use of personal information. Personal information, as defined in the Personal Information Protection Law, refers to information related to identified or identifiable natural persons and recorded by electronic or other means, but excluding the anonymized information. The Personal Information Protection Law provides the circumstances under which a personal information processor could process personal information, which include but not limited to, where the consent of the individual concerned is obtained and where it is necessary for the conclusion or performance of a contract to which the individual is a contractual party. It also stipulates certain specific rules with respect to the obligations of a personal information processor, such as to inform the purpose and method of processing to the individuals, and the obligation of the third party who has access to the personal information by way of co-processing or delegation. The Data Security Law of the People’s Republic of China, or the Data Security Law, was passed on June 10, 2021 and came into effect on September 1, 2021. The Data Security Law requires the data processor to establish and improve a whole-process data security management system, organize data security education and training, and take corresponding technical measures and other necessary measures to safeguard data security. In conducting data processing activities by using the internet or any other information network, the data processor shall perform the above data security protection obligations on the basis of the hierarchical cybersecurity protection system. Any violation of the provisions and requirements under the Data Security Law may subject a data processor to rectifications, warnings, fines, suspension of the related business, revocation of licenses or even criminal liabilities. 81 Table of Contents On December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review, or the Cybersecurity Review Measures, which came into effect on February 15, 2022. Pursuant to the Cybersecurity Review Measures, besides the procurement of network products and services by critical information infrastructure operators, any data processing activities by network platform operators that affects or may affect national security shall be subject to the cybersecurity review as well. In accordance with the Cybersecurity Review Measures, operators mastering personal information of more than one million users must apply to the Cybersecurity Review Office for cybersecurity review when they seek for listing in a foreign country. However, the Cybersecurity Review Measures and the Regulations on the Network Data Security remain unclear on whether the requirements will be applicable to companies that have been listed in the United States. Furthermore, the Data Export Measures were released by the CAC on July 7, 2022 and came into effect on September 1, 2022. The Data Export Measures require that any data processor which processes or exports personal information exceeding certain volume threshold under such measures shall apply for security assessment by the CAC before transferring any personal information abroad. The security assessment requirement also applies to any transfer of important data outside of China. In December 2022, the MIIT released the Administrative Measures for Data Security in the Field of Industry and Information Technology (for Trial Implementation), which came into effect on January 1, 2023. The Administrative Measures for Data Security in the Field of Industry and Information Technology (for Trial Implementation) requires the data processor in the field of industry and information technology to review data on a periodical basis, identify important data and core data in accordance with the relevant standards and specifications, and form its specific catalogue. On February 22, 2023, the CAC issued the Measures for the Standard Contract for the Outbound Transfer of Personal Information, or the Standard Contract Measures, which took effect on June 1, 2023. The Standard Contract Measures apply to the provision of personal information to overseas recipients through standard contract and set out detailed criteria relating to the formality and terms of such contracts. The Standard Contract Measures also requires the personal information processor to file such contract with the authorities within 10 business days after the contract is effective. To regulate the application of the outboard transfer of personal information through standard contact, the CAC has promulgated the First Edition and the Second Edition of Guidelines for the Recordation of the Standard Contracts for the Outbound Transfer of Personal Information on May 30, 2023 and March 22, 2024. On October 14, 2024, the CAC and the SAMR issued the Measures for the Certification of Cross-Border Transfer of Personal Information, which shall take effect on January 1, 2026 and apply to the provision of personal information by personal information processors to outside the PRC by way of personal information protection certification. On March 16, 2023, the TC260 released the draft national standards entitled Information Security Technology - Certification Requirements for Cross-border Transmission of Personal Information, for public comments, which sets out the basic principles and requirements for the protection of the rights and interests of personal information subjects in the cross-border transmission of personal information, and outlines the standards for the third-party certification of companies engaged in the cross-border transfer. On August 3, 2023, the CAC has issued the Measures for the Administration of Personal Information Protection Compliance Audits (for Public Comments), which stipulates that companies that process personal information of subjects in China shall undergo regular compliance audits. On August 8, 2023, the CAC released the Provisions on Security Management of the Application of Face Recognition Technology (for Trial Implementation), for public comments, which aimed at enhancing the oversight and responsible use of face recognition technology and stipulates, among others, that that face recognition technology can only be used when there is a specific purpose and sufficient necessity, and strict protection measures must be implemented. On February 24, 2023, the CSRC released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, which took effect on March 31, 2023. These provisions require, among others, that mainland China domestic enterprises that seek to offer and list securities in overseas markets, either directly or indirectly, complete approval and filing procedures with the competent authorities, if such enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of PRC government authorities to certain securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. These provisions further stipulate that providing or publicly disclosing documents and materials which may adversely affect national security or public interests shall be subject to applicable procedures. We may be required to complete approval or filing procedures under these provisions or expend additional resources to comply with the provisions if we are found to fall within any of the foregoing circumstances. 82 Table of Contents On September 28, 2023, the CAC released the Notice on Seeking Public Comments on the Provisions on Regulating and Promoting Cross-border Data Flow (Exposure Draft) of the PRC, which specifies the circumstances under which it is not required to apply for a security assessment for data to be provided abroad, to conclude a standard contract for personal information to be provided abroad, or to pass the certification for personal information protection. On March 22, 2024, the CAC formally issued the Regulations on Promoting and Regulating the Cross-border Data Flow, which clarifies the obligations of data processors with cross-border transfer of personal information, such as notification, obtaining individual consent, and conducting personal information protection impact assessments in accordance with laws and administrative regulations, and also sets out several exemptions, including cross-border data transfer (i) for concluding or performing a contract to which an individual is a party, (ii) for the cross-border HR management purpose according to the applicable internal labor rules and a collective contract entered into with the employees, (iii) to safeguard an individual’s life, health or property in the event of an emergency, and (iv) if the handler is not classified as a critical information infrastructure operator, involving less than 100,000 people’s non-sensitive personal information from January 1 of the current year. On September 24, 2024, the State Council promulgated the Regulations on Network Data Security, which came into effect on January 1, 2025. The Regulations on Network Data Security stipulate certain requirements on the processing, protecting, and utilizing of network data, and further shed light on the protection of personal information, management of cross-border security of network data, and obligations of network platform service providers. Notably, the requirements therein include that, 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, without providing further explanation or interpretation for “affect or may affect national security.” On February 12, 2025, the CAC published the Personal Information Protection Compliance Audit Management Measures, which will take effect on May 1, 2025. These measures mandate regular compliance audits for personal information handlers, with those handling data of over 10 million individuals required to audit biennially. Audits may be conducted by professional organizations, especially when significant risks or large-scale data breaches occur. Personal information handlers must support the audit process, rectify issues, and report to the competent departments, with additional oversight structures for large internet platforms. On October 14, 2025, the CAC promulgated Measures for the Certification for Outbound Cross-Border Transfer of Personal Information, which became effective on January 1, 2026. These measures constitute a key pillar of the compliance framework for cross-border personal data flows. It provides a pathway for protection certification by third-party professional institutions approved by the Certification and Accreditation Administration of the People’s Republic of China for scenarios that do not meet the conditions for security assessment reporting but require standard contract filing. By establishing a certification mechanism with a three-year validity period, it aims to offer enterprises a relatively stable and predictable cross-border compliance option, promoting lawful and orderly data flows while ensuring security. On October 28, 2025, the SCNPC promulgated Decision of the Standing Committee of the National People’s Congress on Revising the Cybersecurity Law of the People’s Republic of China, which became effective on January 1, 2026. The amended Cybersecurity Law comprehensively strengthen the legal liability framework, significantly increasing fines for various violations and providing robust grounds for regulatory enforcement. Concurrently, the amendments proactively respond to technological trends by enshrining the principle of state support for AI security governance in the general provisions for the first time. It also explicitly authorizes necessary countermeasures against foreign activities that threaten China’s cybersecurity, reflecting a top-level design that balances development and security. Regulations Relating to Value-Added Telecommunication Services Pursuant to the Telecommunications Regulations of the PRC, or the Telecommunications Regulations, promulgated by the State Council on September 25, 2000 and amended on July 29, 2014 and February 6, 2016, telecommunication service providers must obtain an operating license prior to the commencement operations. The Telecommunications Regulations categorize telecommunication services into basic telecommunication services and value-added telecommunication services. According to the Catalog of Telecommunications Business, attached to the Telecommunications Regulations, information services provided via fixed network, mobile network and internet fall within value-added telecommunication services. In July 2017, the MIIT promulgated the Administrative Measures on Telecommunications Business Operating Licenses. Under these regulations, a commercial operator of value-added telecommunication services must first obtain a license for value-added telecommunications business, known as ICP License, from the MIIT or its provincial level counterparts. The VIE, Beijing Niudian, the main operating entity which sells our products to third-parties, has obtained an ICP License for information service business. 83 Table of Contents Regulations Relating to Mobile Internet Applications Information Services In addition to the Telecommunications Regulations and other regulations above, mobile app information service providers are especially regulated by the Administrative Provisions on Mobile Internet Applications Information Services, or the App Provisions, which were promulgated by the CAC on June 28, 2016 and amended in 2022. The latest version became effective on August 1, 2022. Under the App Provisions, mobile app information service providers are required to obtain the qualifications prescribed by laws and regulations, take responsibility for the supervision and administration of mobile app information as required by laws and regulations and implement the information security management responsibilities. On July 21, 2023, the MIIT issued the Notice of Carrying out the Filing of Mobile Internet Applications, which proposes the requirements that holders of Apps engaged in internet information services within the PRC must fulfill the filing formalities in accordance with the relevant regulations and such holders shall not engage in the App internet information service without completion of such filing. We have implemented the necessary programs in our mobile app, including programs for data collection notification and for preventing data breach, damage and loss, to make sure the collection, protection and preservation of user information are in compliance with the App Provisions in all material aspects. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We retain certain personal information about our users and may be subject to various privacy and consumer protection laws.” Regulations Relating to Intellectual Property Rights Mainland China has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents, trademarks and domain names. Regulations on Copyright Pursuant to the Copyright Law of the PRC revised by the Standing Committee of the National People’s Congress on November 11, 2020 and came into effect on June 1, 2021, copyrights include personal rights such as the right of publication and that of attribution as well as property rights such as the right of production and that of distribution. Reproducing, distributing, performing, projecting, broadcasting or compiling a work or communicating the same to the public via an information network without permission from the owner of the copyright therein, unless otherwise provided in the Copyright Law of the PRC, constitutes an infringement of copyright. The infringer shall, among others, according to the circumstances of the case, undertake to cease the infringement, take remedial action, offer an apology and pay damages. We have registered our copyright on 24 sets of software codes regarding our BMS and other control or management systems. Regulations on Patent The Patent Law of the PRC promulgated by the Standing Committee of the National People’s Congress on October 17, 2020 and effective on June 1, 2021, the Detailed Rules for the Implementation of the Patent Law of the PRC (revised in 2023) promulgated by the State Council provide for patentable inventions, utility models and designs, which must meet three conditions: novelty, inventiveness and practical applicability. The State Intellectual Property Office under the State Council is responsible for examining and approving patent applications. The duration of a patent right is respectively 10 years for utility model, 15 years for design, and 20 years for invention, all of which shall commence from the date of application. 84 Table of Contents Regulations on Trademark Pursuant to the Trademark Law of the PRC promulgated by the Standing Committee of the National People’s Congress on August 23, 1982 and amended on February 22, 1993, October 27, 2001, August 30, 2013 and April 23, 2019, and the Regulation on the Implementation of the Trademark Law of the PRC (revised in 2014) promulgated by the State Council on August 3, 2002 and amended on April 29, 2014, the right to the exclusive use of a registered trademark is limited to trademarks which have been approved for registration and to goods for which the use of such trademark has been approved. The period of validity of a registered trademark is ten years, counted from the day that the registration is approved. According to this law, using a trademark that is identical to or similar to a registered trademark in connection with the same or similar goods without the authorization of the owner of the registered trademark constitutes an infringement of the exclusive right to use a registered trademark. The infringer shall, in accordance with the regulations, undertake to cease the infringement, remedial action, or pay damages. We have implemented various measures, including legal actions, to protect and defend our trademarks and intellectual property rights and address third-party trademark infringement cases as they are discovered from time to time. See “Item 3. Key Information— D. Risk Factors—Risks Related to Our Business and Industry—We may need to defend ourselves against patent, trademark or other intellectual property rights infringement claims, which may be time-consuming and would cause us to incur substantial costs.” ​ 85 Table of Contents Regulations on Domain Name Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Internet Domain Names promulgated by the MIIT on August 24, 2017 and effective on November 1, 2017, and the Implementing Rules of China ccTLD Registration issued by China Internet Network Information Center on June 18, 2019. Domain name registrations are handled through domain name service agencies established under the applicable regulations, and the applicants become domain name holders upon successful registration. Regulations Relating to Employment Pursuant to the Labor Law of the PRC, the Labor Contract Law of the PRC, or the Labor Contract Law, and the Implementing Regulations of the PRC Labor Contract Law, labor relationships between employers and employees must be executed in written form. Wages may not be lower than the local minimum wage. Employers must establish a system for labor safety and sanitation, strictly abide by state standards and provide relevant education to their employees. Employees are also required to be able to work in safe and sanitary conditions. According to the Social Insurance Law of the PRC, promulgated by the SCNPC and effective from July 1, 2011 and amended on December 29, 2018, the Regulation of Insurance for Work-Related Injury, the Provisional Measures on Insurance for Maternity of Employees, the Regulation of Unemployment Insurance, and the Interim Regulation on the Collection and Payment of Social Insurance Premiums, an employer is required to contribute social insurance for its employees in mainland China, including basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance and injury insurance. Under the Regulations on the Administration of Housing Funds, promulgated by the State Council on April 3, 1999 and amended on March 24, 2002 and March 24, 2019, an employer is required to make contributions to a housing fund for its employees. See “Item 3. Key Information—D. Risk Factors —Risks Related to Doing Business in China—Enforcement of stricter labor laws and regulations of mainland China may adversely affect our business and our profitability.” Regulations Relating to Foreign Exchange Regulations on Foreign Currency Exchange SAFE promulgated the Circular on Issues Relating to the Administration of Foreign Exchange of Offshore Investment and Financing through Special Purpose Vehicles and Round-Tripping Investment by mainland China Resident, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75.” SAFE Circular 37 requires mainland China residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of offshore investment and financing, with such mainland China residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by mainland China residents, share transfer or exchange, merger, division or other material event. In the event that a mainland China shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the mainland China subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its mainland China subsidiaries. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under the laws of mainland China for evasion of foreign exchange controls. 86 Table of Contents Regulations on Stock Incentive Plans In February 2012, SAFE promulgated the Circular on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies, or the Stock Option Rules, replacing the previous rules issued by SAFE in March 2007. Under the Stock Option Rules and other rules and regulations, mainland China residents who participate in a stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants of a stock incentive plan who are mainland China residents must retain a qualified mainland China agent, which could be a mainland China subsidiary of the overseas publicly-listed company or another qualified institution selected by the mainland China subsidiary, to conduct SAFE registration and other procedures with respect to the stock incentive plan on behalf of its participants. The participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. In addition, the mainland China agent is required to amend SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the mainland China agent or the overseas entrusted institution or other material changes. The mainland China agents must, on behalf of the mainland China residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with the mainland China residents’ exercise of the employee share options. The foreign exchange proceeds received by mainland China residents from the sale of shares under the stock incentive plans granted and dividends distributed by overseas listed companies must be remitted into the bank accounts in mainland China opened by mainland China agents before distribution to such mainland China residents. In addition, the Circular of the State Administration of Foreign Exchange on Issues concerning Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles promulgated on July 4, 2014 provides that mainland China residents who participate in a share incentive plan of an overseas unlisted special purpose company must register with SAFE or its local branches before exercising such rights. Regulations Relating to Dividend Distribution The principal regulations governing distribution of dividends of foreign-invested enterprises include the PRC Company Law, the Foreign Investment Law and the Implementation Rules of the Foreign Investment Law. Under these laws and regulations, foreign-invested enterprises in mainland China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign-invested enterprises in mainland China are required to allocate 10% of their respective after-tax profits as the statutory common reserve when it distributes its after-tax profit for the current fiscal year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. Regulations Relating to Taxation Regulations on Enterprise Income Tax Under the Enterprise Income Tax Law of the PRC, which was promulgated on March 16, 2007, amended on February 24, 2017 and December 29, 2018, and its implementing rules, enterprises are classified as resident enterprises and non-resident enterprises. Mainland China resident enterprises typically pay enterprise income tax at the rate of 25%, while non-mainland China resident enterprises without any branches in mainland China pay an enterprise income tax in connection with their income from mainland China at the tax rate of 10%. An enterprise established outside of mainland China but with its “de facto management body” located within mainland China is considered a “resident enterprise,” which means that it is treated in a manner similar to a mainland China domestic enterprise for enterprise income tax purposes. The implementing rules of the Enterprise Income Tax Law define “de facto management body” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting and properties” of the enterprise. 87 Table of Contents The Enterprise Income Tax Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in mainland China or (ii) have an establishment or place of business in mainland China, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within mainland China. Such income tax on the dividends may be reduced pursuant to a tax treaty between mainland China and other jurisdictions. Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, and other applicable laws of mainland China, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under such arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a mainland China resident enterprise may be reduced to 5% upon receiving approval from in-charge tax authority. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the State Administration of Taxation, 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. According to Announcement of the State Administration of Taxation on Issues Concerning the Recognition of Beneficial Owners in Entrusted Investments, effective on June 1, 2014, non-residents may be recognized as “beneficial owners” and enjoy the treaty benefits for the income derived from mainland China from certain investments. According to the Announcement of the State Administration of Taxation on Issues concerning the “Beneficial Owner” in Tax Treaties, which became effective in April 2018, a resident enterprise is determined as a “beneficial owner” that can apply for a low tax rate under tax treaties based on an overall assessment of several factors. Furthermore, the Administrative Measures for Non-Resident Taxpayers to Enjoy Treatments under Tax Treaties, which became effective on January 1, 2020, requires nonresident enterprises to determine whether they are qualified to enjoy the preferential tax treatment under the tax treaties and file certain report and materials with the tax authorities. We may be classified as mainland China resident tax payers. See “Item 3. Key Information— D. Risk Factors—Risks Related to Doing Business in China—If we are classified as a mainland China resident enterprise for mainland China income tax purposes, such classification could result in unfavorable tax consequences to us and our non-mainland China shareholders or ADS holders.” Regulations on Value-Added Tax Pursuant to the Provisional Regulation of the PRC on Value-Added Tax issued by the State Council, effective on January 1, 1994, which was amended on November 10, 2008, February 6, 2016 and on November 19, 2017, or the Provisional Regulation, and its Implementing Rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and installation services and the importation of goods in mainland China are required to pay a valued-added tax, or VAT. According to the Provisional Regulation, gross proceeds from sales and importation of goods and provision of services are generally subject to a VAT rate of 17% with exceptions for certain categories of goods that are taxed at a VAT rate of 11%. On April 4, 2018, the Circular of the Ministry of Finance and the State Administration of Taxation on Adjusting Value-Added Tax Rates was promulgated, which provides that effective from the date of May 1, 2018, gross proceeds from sales and importation of goods and provision of services are generally subject to a VAT rate of 16%, with exceptions for certain categories of goods that are taxed at a VAT rate of 10%. On March 20, 2019, the Announcement on Relevant Policies for Deepening Value-Added Tax Reform was jointly promulgated the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs, which further provides that effective from April 1, 2019, the VAT rate of gross proceeds from sales and importation of goods and provision of services shall be adjusted from 16% to 13%, with the VAT rate of certain categories of goods shall be adjusted from 10% to 9%. In addition, under the Provisional Regulation, the input VAT for the purchase of fixed assets is deductible from the output VAT, except for goods or services that are used in non-VAT taxable items, VAT exempted items and welfare activities, or for personal consumption. On September 3, 2023 the Ministry of Finance and the State Administration of Taxation promulgated the Circular of Additional Value-Added Tax Credit Policy for Advanced Manufacturing Enterprises, which provides that an advanced manufacturing enterprise may credit the amount of input tax creditable in the current period, plus 5% of that amount, against the amount of tax payable. On December 25, 2024, the SCNPC promulgated the Value-Added Tax Law of the People’s Republic of China which became effective on January 1, 2026 and the Provisional Regulations was abolished. On December 25, 2025, the State Council promulgated Implementation Regulations of the Value-Added Tax Law of the People’s Republic of China, which also became effective on January 1, 2026. ​ 88 Table of Contents C. Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, the VIE and its principal subsidiaries, as of the date of this annual report: (1) Token Yilin Hu, Changlong Sheng and Yi’nan Li each holds 89.74%, 5.26% and 5.00% of the equity interest in Beijing Niudian, respectively. All of the shareholders of Beijing Niudian are beneficial owners of the shares of our company. 89 Table of Contents Contractual Arrangements with the VIE The following is a summary of the currently effective contractual arrangements relating to Beijing Niudian. Agreements that allow us to conduct the business operations of the VIE Powers of Attorney. Each of the shareholders of Beijing Niudian has executed a power of attorney to irrevocably authorize our company to act as his or her attorney-in-fact to exercise all of his or her rights as a shareholder of Beijing Niudian, including, but not limited to, the right to convene and attend shareholders’ meetings, vote on any resolution that requires a shareholder vote, such as the appointment and removal of directors, supervisors and officers, as well as the sale, transfer and disposal of all or part of the equity interests owned by such shareholder. The powers of attorney will remain effective, as long as the shareholders of Beijing Niudian remain as registered shareholders of Beijing Niudian, unless otherwise instructed by our company. Third Amended and Restated Equity Pledge Agreement. Pursuant to the third amended and restated equity pledge agreement, dated November 14, 2024, among our WFOE, Beijing Niudian and each of the shareholders of Beijing Niudian, the shareholders of Beijing Niudian have pledged the 100% equity interests in Beijing Niudian to our WFOE to guarantee performance by the shareholders of their obligations under the third amended and restated exclusive option agreement and powers of attorney, as well as the performance by Beijing Niudian of its obligations under the amended and restated exclusive business cooperation agreement and the third amended and restated exclusive option agreement. In the event of a breach by Beijing Niudian or any of its shareholders of contractual obligations under the third amended and restated equity pledge agreement, our WFOE, as pledgee, will have the right to dispose of the pledged equity interests in Beijing Niudian and will have priority in receiving the proceeds from such disposal. The shareholders of Beijing Niudian also undertake that, without the prior written consent of our WFOE, they will not dispose of, create or allow any encumbrance on the pledged equity interests. Beijing Niudian undertakes that, without the prior written consent of our WFOE, it will not assist or allow any encumbrance to be created on the pledged equity interests. In November 2024, we completed the registration of the equity pledge under the third amended and restated equity pledge agreement with the local office of the State Administration of Market Regulation in accordance with the PRC Civil Code. Spousal Consent Letters. The spouses of the shareholders of Beijing Niudian have each signed a spousal consent letter agreeing that the equity interests in Beijing Niudian held by and registered under the name of the respective shareholders will be disposed of pursuant to the VIE Agreements. These spouses agreed not to assert any rights over the equity interest in Beijing Niudian held by their spouses. Agreements that allow us to receive economic benefits from the VIE Amended and Restated Exclusive Business Cooperation Agreements. Pursuant to the amended and restated exclusive business cooperation agreement, dated July 20, 2018, between our WFOE and Beijing Niudian, our WFOE has the exclusive right to provide Beijing Niudian with operational supports as well as consulting and technical services required by Beijing Niudian’s business. Without our WFOE’s prior written consent, Beijing Niudian may not accept any services subject to this agreement from any third party. Beijing Niudian agrees to pay our WFOE a monthly service fee at an amount that is equal to 100% of its net profits or an amount adjusted by our WFOE in its sole discretion for the relevant month, which should be paid within seven business days upon receipt of invoice from our WFOE. Our WFOE has the exclusive ownership of all the intellectual property rights created as a result of the performance of the amended and restated exclusive business cooperation agreement to the extent permitted by applicable laws of mainland China. To guarantee Beijing Niudian’s performance of its obligations thereunder, the shareholders of Beijing Niudian shall pledge all of their equity interests in Beijing Niudian to our WFOE pursuant to the third amended and restated equity pledge agreement. The amended and restated exclusive business cooperation agreement will remain effective for a term equal to Beijing Niudian’s operating period, unless otherwise terminated by our WFOE in writing or in accordance with applicable laws of mainland China. In June 2018, our WFOE and Jiangsu Xiaoniu entered into the amended and restated exclusive business cooperation agreement, which contains terms substantially similar to the amended and restated exclusive business cooperation agreement between our WFOE and Beijing Niudian described above. 90 Table of Contents Agreements that provide us with the option to purchase the equity interests in and assets of the VIE Third Amended and Restated Exclusive Option Agreements. Pursuant to the third amended and restated exclusive option agreement, dated November 14, 2024, among our company, our WFOE, Beijing Niudian and each of the shareholders of Beijing Niudian has irrevocably granted our company an exclusive option to purchase all or part of his or her equity interests in Beijing Niudian. Our company or our designated person may exercise such options at the price of RMB100 or the lowest price permitted under applicable laws of mainland China. The shareholders of Beijing Niudian undertake that, without our company’s prior written consent, they will not, among other things, (i) create any pledge or encumbrance on their equity interests in Beijing Niudian, (ii) transfer or otherwise dispose of their equity interests in Beijing Niudian, (iii) change Beijing Niudian’s registered capital, (iv) amend Beijing Niudian’s articles of association, (v) dispose of Beijing Niudian’s material assets or enter into any material contract with a value of over RMB100,000 (except in the ordinary course of business), or (vi) merge Beijing Niudian with any other entity. In addition, Beijing Niudian undertakes that, without our company’s prior written consent, it will not, among other things, create any pledge or encumbrance on any of its assets, or transfer or otherwise dispose of its material assets (except in the ordinary course of business). The third amended and restated exclusive option agreement will remain effective until all equity interests in and all the assets of Beijing Niudian have been transferred to our company or our designated person. In the opinion of DaHui Lawyers, our PRC legal counsel: ● the ownership structures of the VIE in mainland China and our WFOE, are not in violation of applicable laws and regulations of mainland China currently in effect; and ● the contractual arrangements between our company, our WFOE, the VIE and its shareholders governed by the laws of mainland China are valid, binding and enforceable, and will not result in any violation of applicable laws and regulations of mainland China currently in effect. However, our PRC legal counsel has also advised us that there are uncertainties regarding the interpretation and application of current and future laws, regulations and rules of mainland China. Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any new laws or regulations of mainland China relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or any of the VIE are found to be in violation of any existing or future laws or regulations of mainland China, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. We have been further advised by our PRC legal counsel that if the PRC government finds that the agreements in connection with the VIE structure do not comply with the laws of mainland China, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government funds that the agreements that establish the structure for operating some of our operations in mainland China do not comply with the regulations of mainland China relating to the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of the laws and regulations of mainland China could limit the legal protections available to you and us.” D. Property, Plants and Equipment Our headquarters is located in Beijing, China, where we lease and occupy our office space to support corporate management functions. We also lease offices in Shanghai, home of our Niu Innovation Lab, which is dedicated to technological innovation. Our manufacturing facility and after-sales service facilities are located in Changzhou, China, where we own and lease facilities. The following table sets forth the major location, approximate size and primary use of facilities that we own or we lease, as of the date of this annual report: ​ ​ ​ ​ ​ Our Own Facility ​ ​ ​ ​ Approximate Size ​ ​ ​ ​ ​ ​ (Building) in ​ ​ Location ​ Square Meters ​ Primary Use Changzhou 111,500 Manufacturing and Maintenance Facility ​ 91 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate Size ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Building) in ​ ​ ​ ​ Location ​ Square Meters ​ Primary Use ​ Lease Expiration Date Changzhou ​ 4,000 ​ Manufacturing and After-sales Facility ​ December 31, 2027/June 30, 2028 Beijing 1,400 Office August 31, 2028 Shanghai 760 Office July 25, 2026/December 31, 2027 ​ ​