Lotus Technology Inc. Files 20-F Annual Report

TL;DR

<b>Lotus Technology Inc. has filed its annual 20-F report for the fiscal year 2023.</b>

AI Summary

Lotus Technology Inc. (LOTWW) filed a Foreign Annual Report (20-F) with the SEC on April 22, 2024. Lotus Technology Inc. filed its 20-F annual report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. Key dates mentioned include February 22, 2024, related to Lotus EV Limited and subsequent events. The company is incorporated in E9 and its fiscal year ends on December 31. Lotus Technology Inc. is listed under SIC code 3711 for Motor Vehicles & Passenger Car Bodies.

Why It Matters

For investors and stakeholders tracking Lotus Technology Inc., this filing contains several important signals. This 20-F filing provides a comprehensive overview of Lotus Technology Inc.'s financial performance and business operations for the fiscal year 2023, crucial for investors to assess the company's health and future prospects. The report details various corporate actions and financial instruments, including preferred shares and subscription agreements, offering insights into the company's capital structure and strategic partnerships.

Risk Assessment

Risk Level: medium — Lotus Technology Inc. shows moderate risk based on this filing. The filing is a standard annual report (20-F), which is routine for foreign private issuers. However, the lack of specific financial performance data within the provided text necessitates a medium risk assessment as detailed financial analysis is not possible.

Analyst Insight

Review the full 20-F filing for detailed financial statements, management discussion and analysis, and risk factors to gain a comprehensive understanding of Lotus Technology Inc.'s performance and outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-22 — Filing Date (Filed as of date)
• 001-41970 — SEC File Number (SEC file number)
• 24861590 — Film Number (Film number)

Key Players & Entities

• Lotus Technology Inc. (company) — Filer name
• 2023-12-31 (date) — Fiscal year end
• 2024-04-22 (date) — Filing date
• 0001962746 (company) — Central Index Key
• 3711 (industry) — Standard Industrial Classification
• E9 (location) — State of Incorporation
• SHANGHAI (location) — Business address city
• 86 21 5466 6258 (phone) — Business phone

FAQ

Industry Context

Lotus Technology Inc. operates in the automotive industry, specifically focusing on the manufacturing of motor vehicles and passenger car bodies.

Regulatory Implications

As a foreign private issuer, Lotus Technology Inc. is subject to SEC regulations and files annual reports on Form 20-F.

What Investors Should Do

1. Analyze the complete financial statements within the 20-F for revenue, profitability, and cash flow trends.
2. Examine the 'Business' and 'Risk Factors' sections for strategic initiatives, market positioning, and potential challenges.
3. Investigate any disclosures related to executive compensation, related-party transactions, and corporate governance.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-04-22: Filing Date — Date the 20-F report was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 20-F filing for Lotus Technology Inc. as a public company, providing the first comprehensive annual overview of its operations and financial status.

Key Financial Figures

• $0.00001 — senting one ordinary share, par value US$0.00001 per share) LOT The Nasdaq Stock Mar
• $0.0001 — A ordinary shares of LCAA, par value US$0.0001 per share; "LCAA Class B Ordinary Shar
• $11.50 — Public Share at an exercise price of US$11.50 per share, subject to adjustment; "LCA
• $500 million — Korea; "Meritz Investment" means the US$500 million investment by Meritz pursuant to the te
• $ — ange for the LCAA Private Warrants; "US$," "U.S. dollars" or "dollars" means the

Filing Documents

• lot-20231231x20f.htm (20-F) — 7320KB
• lot-20231231xex1d1.htm (EX-1.1) — 379KB
• lot-20231231xex2d2.htm (EX-2.2) — 509KB
• lot-20231231xex2d6.htm (EX-2.6) — 73KB
• lot-20231231xex2d8.htm (EX-2.8) — 236KB
• lot-20231231xex2d9.htm (EX-2.9) — 170KB
• lot-20231231xex8d1.htm (EX-8.1) — 10KB
• lot-20231231xex11d1.htm (EX-11.1) — 90KB
• lot-20231231xex12d1.htm (EX-12.1) — 11KB
• lot-20231231xex12d2.htm (EX-12.2) — 11KB
• lot-20231231xex13d1.htm (EX-13.1) — 6KB
• lot-20231231xex13d2.htm (EX-13.2) — 6KB
• lot-20231231xex15d1.htm (EX-15.1) — 7KB
• lot-20231231xex15d2.htm (EX-15.2) — 9KB
• lot-20231231xex97d1.htm (EX-97.1) — 33KB
• lot-20231231x20f009.jpg (GRAPHIC) — 36KB
• lot-20231231x20f013.jpg (GRAPHIC) — 56KB
• lot-20231231x20f014.jpg (GRAPHIC) — 79KB
• lot-20231231x20f015.jpg (GRAPHIC) — 40KB
• lot-20231231xex1d1001.jpg (GRAPHIC) — 6KB
• lot-20231231xex15d1001.jpg (GRAPHIC) — 5KB
• lot-20231231xex15d2002.jpg (GRAPHIC) — 4KB
• lot-20231231xex15d2001.jpg (GRAPHIC) — 16KB
• 0001104659-24-050028.txt (&nbsp;) — 28793KB
• lot-20231231.xsd (EX-101.SCH) — 171KB
• lot-20231231_cal.xml (EX-101.CAL) — 125KB
• lot-20231231_def.xml (EX-101.DEF) — 833KB
• lot-20231231_lab.xml (EX-101.LAB) — 1288KB
• lot-20231231_pre.xml (EX-101.PRE) — 1211KB
• lot-20231231x20f_htm.xml (XML) — 4832KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents TABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING INFORMATION 5 PART I 7 Item 1. Identity of Directors, Senior Management and Advisers 7 Item 2. Offer Statistics and Expected Timetable 7 Item 3. Key Information 7 Item 4. Information on the Company 76 Item 4A. Unresolved Staff Comments 124 Item 5. Operating and Financial Review and Prospects 124 Item 6. Directors, Senior Management and Employees 143 Item 7. Major Shareholders and Related Party Transactions 151 Item 8. Financial Information 158 Item 9. The Offer and Listing 159 Item 10. Additional Information 160 Item 11.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 178 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 179 PART II 181 Item 13. Defaults, Dividend Arrearages and Delinquencies 181 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 182 Item 15.

Controls and Procedures

Controls and Procedures 182 Item 16A. Audit Committee Financial Expert 183 Item 16B. Code of Ethics 184 Item 16C. Principal Accountant Fees and Services 184 Item 16D. Exemptions from the Listing Standards for Audit Committees 184 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 184 Item 16F. Change in Registrant's Certifying Accountant 184 Item 16G. Corporate Governance 185 Item 16H. Mine Safety Disclosure 185 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 185 Item 16J. Insider Trading Policies 185 Item 16K. Cybersecurity 185 PART III 186 Item 17.

Financial Statements

Financial Statements 186 Item 18.

Financial Statements

Financial Statements 186 Item 19. Exhibits 186

SIGNATURES

SIGNATURES 190 Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: "ADAS" means advanced driver-assistance system; "ADRs" are to the American depositary receipts that may evidence the ADSs; "ADSs" are to the American depositary shares, each of which represents one Ordinary Share; "Amended Articles" means the sixth amended and restated memorandum and articles of association of LTC, which was adopted and became effective immediately prior to the First Effective Time; "BEV" means battery electric vehicle; "Business Combination" means all transactions contemplated by the Merger Agreement, including the Mergers; "Cayman Islands Companies Act" means the Companies Act (As Revised) of the Cayman Islands; "China" or "PRC" means the People's Republic of China; "Closing" means the closing of the Business Combination contemplated by the Merger Agreement; "Closing Date" means February 22, 2024, the day on which the Closing occurred; "Continental" means Continental Stock Transfer & Trust Company; "Distribution Agreement" means the distribution agreement entered into by LTIL and Lotus Cars Limited on January 31, 2023 and concurrently with the execution of the Original Merger Agreement; "D-segment" means passenger vehicles in the "large cars" category of the EU classification of vehicle types; "EPA" means electrical performance architecture; "Equiniti" means Equiniti Trust Company, LLC; "Etika" means Etika Automotive Sdn Bhd; "EU" means the European Union; "Exchange Act" means the Securities Exchange Act of 1934, as amended; "E-segment" means passenger vehicles in the "executive cars" category of the EU classification of vehicle types; "former VIE" means Wuhan Lotus E-commerce Co., Ltd., the former variable interest entity of LTC prior to the Restructuring; "Founders Onshore Vehicle" means Ningbo Juhe Yinqing Enterprise Management Consulting Partnership (Limited P

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information Our Holding Company Structure and China Operations The following diagram illustrates our corporate structure, including our principal and other subsidiaries as of the date of this annual report. Lotus Technology Inc. is not an operating company but a Cayman Islands holding company. Lotus Technology Inc. conducts its operations through its subsidiaries in China and Europe, and for the periods ended prior to the Restructuring, also through the former VIE and its subsidiaries based in mainland China. Prior to 2023, Lotus Technology Inc. relied on contractual arrangements among the WFOE, the former VIE and its nominee shareholders to direct the business operations of the former VIE and its subsidiaries. As a result, for the periods ended prior to the Restructuring, the former VIE's financial results are consolidated in our consolidated and combined financial statements under U.S. GAAP for accounting purposes. Following the Restructuring, our operations in mainland China are currently conducted by our mainland China subsidiaries. In connection with the Restructuring, the WFOE, the former VIE, and nominee shareholders of the former VIE entered into a series of agreements, or the VIE Restructuring Agreements, in early 2023, pursuant to which, (i) WFOE acquired 100% equity interest in Sanya Lotus Venture Capital Co., Ltd. and Hangzhou Lotus Technology Service Co., Ltd., each being a subsidiary of the former VIE; (ii) except for the ICP license, all of the former VIE's assets and liabilities, including its business contracts, intellectual properties and employees, were transferred to the WFOE or subsidiaries of the WFOE at nil consideration; and (iii) the VIE Agreements were terminated. As of the date of this annual report, our operations in mainland China are conducted by our mainland China subsidiaries and we do not have any VIE structure. We believe that the Restructuring did not and will not have any material impact on our operations and fi

View Full Filing

View this 20-F filing on SEC EDGAR