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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2025

 

Commission File Number: 001-41712

 

 

 

CHIJET MOTOR COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

No. 8, Beijing South Road

Economic & Technological Development Zone, Yantai

Shandong, CN-37 264006

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

Attached hereto as Exhibits 99.1 and 99.2 are Registrant’s Condensed Interim Unaudited Consolidated Financial Statements as of June 30, 2025 and for the Six Months ended June 30, 2025 and June 30, 2024 and Operating and Financial Review and Prospects.

 

The contents of this Report on Form 6-K, including Exhibits 99.1 and 99.2 annexed hereto, are incorporated by reference into the Registrant’s Registration Statement on Form F-3 (Registration No. 333-281314), and shall be a part thereof from the date on which this Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibits Index

 

Exhibit No.   Description
99.1   Condensed Interim Unaudited Consolidated Financial Statements of Chijet Motor Company, Inc. and its subsidiaries as of June 30, 2025 and for the Six Months ended June 30, 2025 and June 30, 2024
99.2   Operating and Financial Review and Prospects

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 29, 2025

 

  CHIJET MOTOR COMPANY, INC.
     
  By: /s/ Dongchun Fan
  Name: Dongchun Fan
  Title: Chief Financial Officer

 

 

 

 

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Exhibit 99.1

 

CHIJET MOTOR COMPANY, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of US$, except for number of shares and per share data)

 

    Note   June 30, 2025     December 31, 2024  
        Unaudited     Audited  
                 
ASSETS                    
Current assets                    
Cash and cash equivalents   2(f)   $ 352     $ 3,707  
Restricted cash   2(g)     35       64  
Short-term investments   1(b), 2(m)     40,261       -  
Accounts and notes receivable, net   2(h), 5     82       157  
Accounts and notes receivable from related parties, net   2(h), 21 (b)(i)     183       114  
Inventory, net   2(i), 6     10,026       11,145  
Amounts due from related parties   2(h), 21 (b)(i)     35,696       38,665  
Other current assets   2(h), 7     26,151       7,337  
Other current assets from related parties   2(h), 21 (b)(i)     471       764  
Current assets held for sale   22     -       466  
Total current assets         113,257       62,419  
                     
Property, plant and equipment, net   2(j), 8     150,697       155,818  
Intangible assets, net   2(k), 9     126,245       123,903  
Land use rights, net   2(l), 10     91,599       119,636  
Long-term investments   2(m)     3,407       3,248  
Goodwill   2(n), 12     2,671       2,621  
Other assets   13     3,037       3,140  
                     
Total assets       $ 490,913     $ 470,785  
                     
LIABILITIES AND SHAREHOLDERS’ DEFICIT                    
                     
Current liabilities                    
Accounts and notes payable   14   $ 13,832     $ 14,382  
Accounts and notes payable to related parties   21 (b)(i)     44,175       45,410  
Loans attributable to related parties   21 (b)(i), 21(c)     271,121       268,425  
Contract liabilities   2(q), 15     2,874       2,804  
Contract liabilities to related parties    21 (b)(i)     1,007       961  
Long-term payables, current   17     96,962       95,160  
Accruals and other current liabilities   16     51,709       51,529  
Accruals and other current liabilities, related parties   21 (b)(i)     102,404       94,086  
Current liabilities held for sale   22     -       552  
Total current liabilities         584,084       573,309  
                     
Non-current liabilities                    
Accrued post-employment and termination benefits   2(v), 18     67,696       37,434  
Other liabilities         5,422       5,528  
                     
Total liabilities         657,202       616,271  
Commitments and contingencies   23     -       -  
                     
Shareholders’ Deficit                    
Class A Ordinary shares (US$0.003 par value, 9,982,000,000 shares authorized, 30,889,110 and 5,471,661 shares issued, 30,887,525 and 5,470,076 shares outstanding as of June 30, 2025 and December 31, 2024, respectively) (i)   1(c), 19     92       16  
Class B Ordinary shares (US$0.003 par value, 18,000,000 shares authorized, 1,600,000 and nil shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively) (i)   1(c),19     5       -  
Treasury Stock (1,585 ordinary shares as of June 30, 2025 and December 31, 2024) (i)   19(b)     (500 )     (500 )
Additional paid-in capital         211,557       169,129  
Statutory reserve   19(c)     6,656       6,656  
Accumulated deficit         (401,178 )     (361,130 )
Accumulated other comprehensive loss         3,787       6,562  
Total shareholders’ deficit         (179,581 )     (179,267 )
Non-controlling interest         13,292       33,781  
                     
Total deficit         (166,289 )     (145,486 )
                     
Total liabilities and shareholders’ deficit       $ 490,913     $ 470,785  

 

  (i) Par value of ordinary shares, treasury stock and share data have been retrospectively restated to give effect to 1-for-30 reverse stock split that is discussed in Note 1(d).

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1

 

CHIJET MOTOR COMPANY, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)

(Amounts in thousands of US$, except for number of shares and per share data)

 

        For the six months
ended
    For the six months
ended
 
    Note   June 30, 2025     June 30, 2024  
                 
Revenues   2(q)   $ 533     $ 3,162  
Revenues from related parties   2(q), 21(b)(ii)     66       245  
Total revenues         599       3,407  
Cost of revenues   2(r)     (1,183 )     (8,172 )
Cost of revenues - idle capacity   2(s)     (6,577 )     (7,567 )
Gross loss         (7,161 )     (12,332 )
                     
Operating expenses:                    
                     
Research and development   2(t)     159       1,078  
Selling, general and administrative   2(u)     61,003       13,573  
Total operating expenses         61,162       14,651  
                     
Loss from operations         (68,323 )     (26,983 )
                     
Other income (expenses):                    
Other income         9,592       2,364  
Interest income         1       47  
Interest expense         (8,200 )     (8,417 )
Government grant   2(w)     5,258       1,706  
Gain (Loss) on equity investment         183       (64 )
Other expenses         -       (176 )
Total other income (expenses), net         6,834       (4,540 )
                     
Loss before income taxes         (61,489 )     (31,523 )
                     
Provision for income tax   20     -       -  
                     
Net loss         (61,489 )     (31,523 )
                     
Net loss attributed to non-controlling interest         (21,441 )     (9,901 )
                     
Net loss attributed to shareholders of Chijet Motor       $ (40,048 )   $ (21,622 )
                     
Basic and diluted net loss per share attributable to shareholders of Chijet Motor(i)(ii)       $ (1.73 )   $ (3.99 )
                     
Basic and diluted weighted average ordinary shares outstanding(i)(ii)         23,155,353       5,414,718  

 

  (i) Par value of ordinary shares, treasury stock, additional paid-in capital and share data have been retrospectively restated to give effect to a 1-for-30 reverse stock split that is discussed in Note 1(d).
     
  (ii) Shares issuable upon exercise of warrants were excluded in calculating diluted loss per share.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2

 

CHIJET MOTOR COMPANY, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(Amounts in thousands of US$, except for number of shares and per share data)

 

        For the six months
ended
    For the six months
ended
 
    Note   June 30, 2025     June 30, 2024  
                 
Net loss       $ (61,489 )   $ (31,523 )
                     
Other comprehensive loss, net of tax                    
Changes in post-employment and termination benefits   18     756       (94 )
Foreign currency adjustments   2(d)     (2,579 )     2,084  
                     
Comprehensive loss         (63,312 )     (29,533 )
Comprehensive loss attributed to non-controlling interest         (20,489 )     (8,381 )
                     
Comprehensive loss attributable to shareholders of Chijet Motor       $ (42,823 )   $ (21,152 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

CHIJET MOTOR COMPANY, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

(Amounts in thousands of US$, except for number of shares and per share data)

 

    Note   Shares     Amount(i)     Shares     Amount(i)     Reserve     Amount(i)     Capital (i)     Reserve     Deficit     Income (Loss)     Interest     (Deficit)  
       

Class A

Ordinary Share (i)

   

Class B

Ordinary Share (i)

    Common Stock in Treasury(i)    

Additional

Paid-in

    Statutory     Accumulated    

Accumulated
Other

Comprehensive

   

Non-

Controlling

   

Total

Shareholders’
Equity

 
    Note   Shares     Amount     Shares     Amount     Reserve     Amount     Capital (i)     Reserve     Deficit     Income (Loss)     Interest     (Deficit)  
                                                                             
Balance, January 1, 2024         5,356,906     $ 16       -     $ -       (1,585 )   $ (500 )   $ 169,129     $ 6,656     $ (314,235 )   $ 6,100     $ 53,960     $            (78,874 )
                                                                                                     
Foreign currency translation adjustment   2(d)     -       -       -       -       -       -       -       -       -       526       1,558       2,084  
                                                                                                     
Changes in post-employment and termination benefits   18     -       -       -       -       -       -       -       -       -       (56 )     (38 )     (94 )
                                                                                                     
Effects of rounding fractional shares into whole shares upon Reverse Stock Split   1(d)     114,755       -*       -       -       -       -       -       -       -       -       -       -*  
                                                                                                     
Net loss         -       -                     -       -       -       -       (21,622 )     -       (9,901 )     (31,523 )
                                                                                                     
Balance, June 30, 2024         5,471,661     $ 16       -     $ -       (1,585 )   $ (500 )   $ 169,129     $ 6,656     $ (335,857 )   $ 6,570     $ 45,579     $ (108,407 )
                                                                                                     
Balance, January 1, 2025         5,471,661     $ 16       -     $ -       (1,585 )   $ (500 )   $ 169,129     $ 6,656     $ (361,130 )   $ 6,562     $ 33,781     $ (145,486 )
                                                                                                     
Issuance of Class A Ordinary Shares   19     27,042,359       81       -       -       -       -       42,428       -       -       -       -       42,509  
                                                                                                     
Reclassification of Class A and Class B Ordinary Shares   1(c), 19     (1,624,910 )     (5 )     1,600,000       5       -       -       -       -       -       -       -       -  
                                                                                                     
Foreign currency translation adjustment   2(d)     -       -       -       -       -       -       -       -       -       (3,229 )     650       (2,579 )
                                                                                                     
Changes in post-employment and termination benefits   18     -       -       -       -       -       -       -       -       -       454       302       756  
                                                                                                     
Net loss         -       -       -       -       -       -       -       -       (40,048 )     -       (21,441 )     (61,489 )
                                                                                                     
Balance, June 30, 2025         30,889,110     $ 92       1,600,000     $ 5       (1,585 )   $ (500 )   $ 211,557     $ 6,656     $ (401,178 )   $ 3,787     $ 13,292     $ (166,289 )

 

* Less than $1,000.

 

(i) Par value of ordinary shares, treasury stock, additional paid-in capital and share data have been retrospectively restated to give effect to 1-for-30 reverse stock split that is discussed in Note 1(d).

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

CHIJET MOTOR COMPANY, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UAUDITED)

(Amounts in thousands of US$, except for number of shares and per share data)

 

        For the six months
ended
    For the six months
ended
 
    Note   June 30, 2025     June 30, 2024  
                 
Cash flows from operating activities:                    
Net loss       $ (61,489 )   $ (31,523 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:                    
Depreciation and amortization expense   8,9,10     9,749       12,171  
Share-based compensation expenses         88       60  
Allowance/ (reversal) for credit loss   2(h)     11       (8 )
Government grants   2(w)     (1,897 )     (280 )
Gain on disposal of property, plant and equipment   2(j)     (47 )     (1,271 )
Gain on disposal of land use right   2(l)     (7,499 )     -  
(Gain) loss on equity investment         (96 )     64  
Interest expenses         8,200       8,417  
Changes in operating assets and liabilities:                    
Accounts and notes receivable         75       1,000  
Accounts and notes receivable from related parties         (69 )     (35 )
Inventory         1,119       (1,934 )
Amounts due from related party         2,969       5,313  
Other current assets         17,440       (3,069 )
Current assets held for sale         466       -  
Other current assets from related parties         293       1,124  
Other assets         103       492  
Accounts and notes payable         (689 )     6,089  
Accounts and notes payable to related party         (1,235 )     (1,338 )
Accrual and other current liabilities         (4,321 )     (12,839 )
Accruals and other current liabilities to related parties         8,231       6,296  
Current liabilities held for sale         (552 )     -  
Contract liabilities         70       114  
Contract liabilities to related parties         46       (1,123 )
Accrued post-employment and termination benefits         30,564       (3,967 )
Other liabilities         92       (14 )
                     
Net cash provided by (used in) operating activities         1,622       (16,261 )
                     
Cash flows from investing activities:                    
Purchase of fixed assets         -       (1,061 )
Purchase of short-term investment         (261 )     -  
                     
Net cash used in investing activities         (261 )     (1,061 )
                     
Cash flows from financing activities:                    
Proceeds from short-term borrowings         600       3,027  
Proceeds from short-term borrowings-related parties         -       1,238  
Repayments of short-term borrowings-related parties         (2,389 )     (1,101 )
                     
Net cash (used in) provided by financing activities         (1,789 )     3,164  
                     
Net change in cash, cash equivalents, and restricted cash         (428 )     (14,158 )
                     
Effects of currency translation on cash, cash equivalents, and restricted cash         (2,956 )     3,506  
                     
Cash, cash equivalents, and restricted cash, beginning of period         3,771       12,109  
                     
Cash, cash equivalents, and restricted cash, end of period       $ 387     $ 1,457  
                     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                    
                     
Non-cash investing and financing activities:                    
Issuance of 2,107,973 Class A ordinary shares for cashless exercise of warrants in February 2025   19     1,425       -  
Issuance of 23,255,814 Class A ordinary shares in March 2025   1(b), 19     40,261       -  

 

The accompanying notes are an integral part of these consolidated financial statements

 

5

 

CHIJET MOTOR COMPANY, INC. AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION

 

(a) Principal activities

 

Chijet Motor Company, Inc. (“Chijet Motor”) was incorporated on June 22, 2022 as a Cayman Islands exempted company. Chijet Motor, collectively with its subsidiaries (“the Company”, “Chijet”, “we”, “us” or “our”) is engaged in the development, manufacture, sales, and service of new energy vehicles (“NEV”), hybrid vehicles and traditional fuel vehicles in China. The main operating entities of the Company include Shandong Baoya New Energy Vehicle Co., Ltd. (“Shandong Baoya”) and its majority-owned holding subsidiary, FAW Jilin Automobile Co., Ltd. (“FAW Jilin”).

 

(b) Investment in Too Express

 

On February 21, 2025, the Company entered into a stock purchase agreement with Too Express Group Inc. (“Too Express”) to acquire an aggregate of 80% of the equity interests (the “TE Shares”) in Too Express. The Company issued 23,255,814 Class A Ordinary Shares (the “Company Shares”), valued at US$40,000,000, or US$1.72 per share, as consideration. The transaction cost was US$261,225. The remaining 20% of the equity interest is held individually by the original 10 individual shareholders of Too Express. The transaction closed on April 28, 2025.

 

Pursuant to a Future Rights Agreement delivered at the closing, the transaction was terminated as the shareholder equity of the Company as of June 30, 2025 was a negative number. The Company Shares shall be forfeited and the TE Shares shall be returned to the original sellers of the TE Shares. As such, 23,255,814 of the Company Shares were forfeited, retired and cancelled as of August 1, 2025, resulting in neither cash inflows nor cash outflows.

 

(c)Reclassification of ordinary shares and share exchange

 

On January 10, 2025, the shareholders of the Company approved at the 2025 Extraordinary General Meeting, the redesignation of authorized share capital from one class of ordinary shares to two classes of ordinary shares (the “Reclassification”). Upon the Reclassification, the authorized 10,000,000,000 shares of the Company consist of 9,982,000,000 class A ordinary shares (“Class A Ordinary Shares”), par value of US$0.003 each and 18,000,000 class B ordinary shares (“Class B Ordinary Shares”), par value of US$0.003 each.

 

Each Class A Ordinary Share entitles the holder thereof to one vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share entitles the holder thereof to 20 votes on all matters subject to vote at general meetings of the Company. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Save and except for voting rights and conversion rights, the Class A Ordinary Shares and the Class B Ordinary Shares rank par passu with one another and have the same rights, preferences, privileges and restrictions.

 

In March 2025, the Company issued an aggregate of 1,600,000 Class B Ordinary Shares to two of its existing shareholders, Chijet Holdings Limited and Euroamer Kaiwan Technology Company Limited, pursuant to a Share Exchange Agreement dated as of March 16, 2025 among the Company and two shareholders. In exchange for the Class B Ordinary Shares, the two shareholders returned an aggregate of 1,624,910 Class A Ordinary Shares of the Company to the Company, which were subsequently canceled, retired and reverted to authorized but unissued Class A Ordinary Shares.

 

6

 

(d) Reverse Stock Split

 

On June 28, 2024, the Company declared a 1-for-30 reverse stock split of its issued and unissued ordinary shares (“Reverse Stock Split”) that became effective on July 8, 2024. Upon effectiveness of the Reverse Stock Split, every 30 of the Company’s issued and unissued ordinary shares were automatically converted into one ordinary share with a par value of $0.003 per share. Beginning on July 8, 2024, the Company’s ordinary shares began trading on the Nasdaq Global Market on a split adjusted basis. No fractional shares were issued as a result of the reverse stock split. Instead, any fractional shares that would have resulted from the split were rounded up to the next whole number. The number of authorized shares was increased from 500,000,000 ordinary shares (post reverse stock split 16,666,667 ordinary shares) to 10,000,000,000 ordinary shares, for potential acquisitions in the future. As of December 31, 2024, the number of issued shares was reduced from 160,707,171 ordinary shares to 5,471,661 ordinary shares, of which 114,755 ordinary shares reflect the effects of rounding fractional shares into whole shares upon Reverse Stock Split.

 

Unless otherwise indicated, all share and share-related information presented in these financial statements, including all shares, treasury stock, warrants, per share data and share prices set forth in consolidated financial statements and notes, have been retroactively equitably adjusted to reflect the decreased number of shares and the increased price per share resulting from the Reverse Stock Split. For simplified understanding, the share-related information in the previous period or comparable period is simply converted according to the 1-for-30 ratio.

 

(e) Reverse Recapitalization

 

On June 1, 2023 (“Closing Date”), the Company consummated the business combination described further below. A Business Combination Agreement (“BCA”) dated as of October 25, 2022, was entered into by and among Jupiter Wellness Acquisition Corp. (“JWAC”), a special purpose acquisition company, Chijet Inc., incorporated under the Combination laws of the Cayman Islands on July 2, 2021, Chijet Motor, a wholly-owned subsidiary of Chijet Inc., and Chijet Motor (USA) Company, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Chijet Motor, and each of the holders of Chijet Inc.’s outstanding ordinary shares (collectively, the “Sellers”).

 

Pursuant to the BCA, the business combination was affected through the merger of the Merger Sub with and into JWAC, with JWAC as the surviving entity and wholly-owned subsidiary of Chijet Motor. On the Closing Date, Chijet Motor acquired all of the issued and outstanding capital shares of Chijet Inc. held by the Sellers in exchange for ordinary shares of Chijet Motor, and any shares Chijet Inc. held in Chijet Motor were surrendered for no consideration, such that Chijet Inc. becomes a wholly-owned subsidiary of Chijet Motor and the Sellers became shareholders of Chijet Motor and its subsidiaries (“Share Exchange”).

 

On the Closing Date, the Sellers holding 8,870,095 ordinary shares of Chijet Inc. received 5,071,010 of ordinary shares after giving effect to the exchange ratio of 0.5717 (“Exchange Ratio”) in the Share Exchange that had an aggregate value equal to US$1.6 billion, each valued at the Redemption Price at Closing of approximately US$31.552, subject to certain Sellers having an earnout (“Earnout”) which would adjust downwards the consideration to applicable Sellers by up to Six Hundred Seventy Four Million Dollars (US$674 million) in the aggregate based on certain post-Closing financial performance and stock price metrics of the Company (Note 2 (dd)).

 

Following completion of the transactions contemplated by the BCA, there were an aggregate of 5,345,321 ordinary shares issued and outstanding which include those shares issued to the Sellers, 43,353 shares issued to JWAC’s public shareholders with one contingent value right (a “CVR”) of the Company for each share outstanding, 115,000 shares issued to JWAC’s Class B Common Stock holders, 57,500 shares issued to holders with JWAC’s right to receive (1/8) of ordinary shares, 58,458 shares issued to (i) privately placed JWAC Common Stock holders of 16,434 shares, (ii) holders with JWAC’s privately placed right to receive (1/8) of ordinary shares, equivalent of 2,055 shares, (iii) I-banker privately placed 4,534 shares, (iv) I-banker with privately place right to receive (1/8) of ordinary shares, equivalent of 567 shares, (v) I-banker representative shares of 9,200, (vi) JWAC officers and directors of 10,000 shares, (vii) Chijet independent directors compensation of 668 shares, (viii) Greentree Financial Group Inc. (“Greentree”) of 6,667 shares due to the conversion of Shandong Baoya’s accrued expenses of US$1 million pursuant to the financial consulting agreements with Greentree, and 8,333 shares issued for exercise of Greentree’s warrants.

 

After giving the aforementioned effect, the number of ordinary shares issued and outstanding immediately following the consummation of the Business Combination was as follows:

 SCHEDULE OF BUSINESS COMBINATION

    Shares  
       
Legacy Chijet Shares     5,071,010  
JWAC’s public shares, net of redemption     43,353  
JWAC public shares converted from (1/8) JWAC rights at closing     57,500  
JWAC sponsor shares     115,000  
Shares issued to private placed shareholders and rights, and share-based compensation     50,125  
Exercise of Greentree warrants     8,333  
Total shares of ordinary shares outstanding immediately after the Business Combination     5,345,321  

 

7

 

The Business Combination was accounted for as a “reverse recapitalization” in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, although JWAC is the public entity as the legal acquirer, it was treated as the “accounting acquiree”. And Chijet Motor as the legal acquiree, was treated as the acquirer for financial reporting purposes. This determination was primarily based on the following factors: (i) Chijet Motor’s shareholders have a majority of the voting power of the Company after the consummation of the Business Combination; (ii) Chijet Motor and its subsidiaries represent the ongoing operations and a majority of the governing body of the Company, and (iii) Chijet Motor’s senior management is comprised of the senior management of the Company. Accordingly, for accounting purposes, the business combination was treated as the equivalent of Chijet Motor issuing stock for the net assets of JWAC, accompanied by a recapitalization. The net assets of JWAC were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of Chijet Motor and its subsidiaries. Accordingly, the consolidated assets, liabilities and results of operations prior to the reverse recapitalization were those of Chijet Motor and its subsidiaries, and JWAC’s assets, liabilities and results of operations were consolidated with the Company beginning on June 1, 2023. Share data has been retroactively restated by the Exchange Ratio to give effect to the reverse recapitalization.

 

Upon the consummation of the reverse recapitalization, the assets and liabilities of JWAC were recognized at fair value. The fair value of cash and short-term liabilities acquired approximates their historical costs attributable to their short maturity. After the redemption of common stocks of JWAC before the closing of the business combination, the net assets acquired by the Company were in the amount of US$4.49 million which were recorded as an increase in additional paid-in capital. Assets and liabilities of JWAC upon the consummation of the reverse recapitalization were as follows:

 SCHEDULE OF CONSUMMATION OF REVERSE RECAPITALIZATION

    June 1, 2023  
    US$’000  
       
Cash   $ 13,680  
Including repayment of extension note to Chijet Inc.     (2,060 )
Accrued expenses     (7,129 )
Bank charges     (1 )
Net assets acquired by Chijet Motor as of June 1, 2023   $ 4,490  

 

For the year ended December 31, 2023, the Company incurred approximately US$1.5 million of transaction costs for legal, accounting and consulting services directly associated with the reverse recapitalization. In accordance with SEC reporting guidance with regards to an operating company’s reverse acquisition with a non-operating company having some cash, transaction costs incurred for the reverse acquisition, such as legal fees, investment banking fees and the like, may be charged directly to equity to the extent of the cash received, while all costs in excess of cash received should be charged to expense. Accordingly, the Company charged transaction costs of approximately US$1.5 million in 2023 and deferred cost US$3.0 million from previous years to additional paid-in capital in the consolidated financial statements.

 

(f) History of the Company and Reorganization

 

Prior to the incorporation of the Company and starting in April 2009, the business was carried out under Shandong Baoya and its subsidiaries. Shandong Baoya and its subsidiaries were controlled by a group of individual and institutional shareholders, with voting agreements to vote consensually concerning operating and development matters.

 

8

 

Prior to the business combination, Chijet Inc. completed a reorganization (“Reorganization”), which involved the following steps:

 

  On July 6, 2021, Chijet Inc. was established under the laws of the Cayman Islands.
     
  On July 12, 2021, Baoya Technology Holdings Limited was incorporated in the British Virgin Islands (“BVI”) as a wholly-owned subsidiary of Chijet Inc.
     
  On July 28, 2021, Baoyaev Group Limited was incorporated in Hong Kong as a wholly-owned subsidiary of Baoya Technology Holdings Limited.
     
  On October 21, 2021, Baoya New Energy (Shandong) Co., Ltd. (“WFOE”) was established in the People’s Republic of China (“PRC”) as a wholly-owned subsidiary of Baoyaev Group Limited.

 

By June 3, 2022, Chijet Inc. gradually acquired a 85.172% stake in Shandong Baoya through its wholly-owned subsidiary WFOE via the following transactions: (1) WFOE acquired 17.245% stake in Shandong Baoya from two shareholders through 1,795,977 ordinary shares issued by Chijet Inc.; and (2) WFOE acquired 67.927% stake in Shandong Baoya from seven shareholders, individual and institutional, for total consideration of Renminbi (“RMB”) 7. Upon those transactions, all seven shareholders entered into a voting agreement to vote consensually concerning operation and development matters of the Chijet Inc. and its subsidiaries. Given that there was no change in control, the transaction is accounted for as business combination under common control.

 

As of June 30, 2025, the subsidiaries of Chijet Motor were:

 SCHEDULE OF CONSOLIDATION OF SUBSIDIARIES

   

Date of

incorporation

 

Place of

incorporation

 

Percentage of

ownership

   

Principal

activities

                   
Subsidiaries                    
Baoya New Energy (Shandong) Co., Ltd.   October 21, 2021   The PRC     100.00 %   Investment holding
Baoya New Energy Automobile Sale (Yantai) Co., Ltd.   November 29, 2019   The PRC     93.92 %   New energy vehicle sales
Baoya New Energy Automobile R&D (Xiangyang) Co., Ltd.   May 25, 2022   The PRC     85.17 %   Research and development of new energy vehicles
Baoya New Energy Automobile R&D Institution (Yantai) Co., Ltd.   November 29, 2019   The PRC     85.17 %   Research and development of new energy vehicles
Baoya Technology Holdings Limited   July 12, 2021   BVI     100.00 %   Investment holding
Baoyaev Group Limited   July 28, 2021   Hong Kong     100.00 %   Investment holding
Chijet, Inc.   July 6, 2021   Cayman Islands     100.00 %   Investment holding
Dezhou Yarui New Energy Automobile Co., Ltd.   February 1, 2016   The PRC     65.23 %   R&D and manufacturing of new energy vehicles
Dezhou Yitu New Energy Automobile Co., Ltd.   April 23, 2011   The PRC     86.43 %   R&D and manufacturing of special electric vehicles
Faw Jilin Automobile Co., Ltd.   June 20, 1984   The PRC     60.05 %   Commercial vehicles, passenger vehicles manufacturing
Faw Jilin Automobile Sale Co., Ltd.   June 23, 2021   The PRC     60.05 %   Vehicle sales
Jupiter Wellness Acquisition Corp.   September 14, 2021   Delaware, US     100.00 %   Investment holding
Shandong Baoya New Energy Vehicle Co., Ltd.   April 14, 2009   The PRC     85.17 %   New energy vehicle production and manufacturing
Xiangyang Yazhi New Energy Automobile Co., Ltd.   May 16, 2016   The PRC     85.17 %   R&D and manufacturing of small new energy vehicles
Xiangyang Yazhi New Energy Automobile Sale Co., Ltd.   July 22, 2016   The PRC     85.17 %   Sales of small new energy vehicles

 

9

 

(g) Liquidity and going concern

 

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred net losses of US$61.49 million and US$31.52 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company has a working capital deficit of approximately US$470.83 million and for the six months ended June 30, 2025 had a cash inflow from operating activities of approximately US$1.62 million.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring operating losses raising substantial doubt about its ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon the continued financial support from its principal shareholder, as well as its ability to obtain additional financing through capital markets or other sources.

 

As of June 30, 2025, a significant portion of the Company’s liabilities are amounts due to related parties. While these amounts are contractually due, based on past experience and ongoing discussions, these obligations are not likely to be called in the near term. Management is actively exploring strategic initiatives to improve liquidity, including potential equity financing, debt financing, the use of other innovative financial instruments and business restructuring.

 

Though the Company is evaluating strategies to continue as a going concern including a) developing and continuously promoting a systematic financing plan including third-party financings and capital issuances, and the restructuring of existing loans to meet the Company’s future liquidity needs. On September 5, 2025, the Company has introduced a new investor and raised US$8.0 million through public marketing offering; b) reaching a long-term strategic cooperation agreement with the new investor and proposing a business restructuring plan to introduce more investors to inject assets and business operations. The business restructuring plan is currently under discussion. While these plans are intended to mitigate the going concern uncertainty, there can be no assurance that such efforts will be successful. Accordingly, substantial doubt about the Company’s ability to continue as a going concern exists as of the date of issuance of these financial statements.

 

The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of presentation

 

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP to reflect the financial position and results of operations of the Company.

 

Significant accounting policies followed by the Company in the preparation of its accompanying consolidated financial statements are summarized below.

 

10

 

Emerging Growth Company Status

 

The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (“Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

(b) Principles of consolidation

 

The accompanying consolidated financial statements include the financial statements of Chijet Motor and its subsidiaries. A subsidiary is an entity in which Chijet Motor, directly or indirectly, controls more than one half of the voting power (a) to appoint or remove the majority of the members of the board of directors (“Board”), (b) to cast majority of votes at the meeting of the Board or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

 

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All inter-company transactions and balances between Chijet Motor and its subsidiaries have been eliminated in consolidation.

 

(c) Use of estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s consolidated financial statements primarily include, but are not limited to, the determination of performance obligations, the determination of warranty cost, lower of cost and net realizable value of inventory, assessment for impairment of long-lived assets and intangible assets, recoverability of receivables.

 

Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates.

 

(d) Functional currency and foreign currency translation

 

The Company’s reporting currency is the United States dollar (“US$”). The functional currency of the Company and its subsidiaries which is incorporated in places other than Chinese Mainland is the United States dollar. The functional currencies of the other subsidiaries are the RMB, the legal currency of Mainland China. The determination of the functional currency is based on the criteria set out by Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters.

 

11

 

Transactions denominated in foreign currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the applicable exchange rates at the balance sheet date. Non-monetary items that are measured in terms of historical cost in foreign currency are measured using the exchange rates at the dates of the initial transactions. Exchange gains or losses arising from foreign currency transactions are included in the consolidated statements of comprehensive loss.

 

The financial statements of the Company’s subsidiaries whose functional currency is not the US$ are translated from their respective functional currency into US$. Assets and liabilities denominated in foreign currencies are translated into US$ at the exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into US$ at the appropriate historical rates. Income and expense items are translated into US$ using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in other comprehensive income or loss in the consolidated statements of comprehensive loss, and the accumulated currency translation adjustments are presented as a component of accumulated other comprehensive income or loss in the consolidated statements of changes in shareholders’ deficit.

 

(e) Fair value of financial instruments

 

Fair value is the price we would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

 

The Company applies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This guidance specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

 

Level I — Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

 

Level II — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level II valuation techniques.

 

Level III — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The fair value guidance describes three main approaches to measure the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

 

When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.

 

12

 

Financial assets and liabilities of the Company primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts and notes receivable, amounts due from related parties, accounts and notes payable, loans attributable to related parties, promissory note payable, accruals and other current liabilities, long-term payables. As of June 30, 2025 and December 31, 2024, the carrying values of these financial instruments approximated their respective fair values.

 

(f) Cash and cash equivalents

 

Cash and cash equivalents primarily consist of cash and demand deposits which are highly liquid. The Company considers highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.

 

(g) Restricted cash

 

Restricted cash represents the cash frozen relating to a court order. The restricted cash attributable to the court order primarily resulted from a contract dispute. As of June 30, 2025 and December 31, 2024, the restricted cash amounted to approximately US$35,329 and US$63,856, respectively.

 

(h) Current expected credit losses

 

Since January 1, 2023, the Company has adopted Accounting Standards Update No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), using the modified retrospective transition method.

 

The Company’s accounts and notes receivable, amounts due from related parties and other current assets are within the scope of ASC Topic 326. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and the Company’s customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns.

 

The Company estimates an allowance for credit losses for the anticipation of future economic condition and credit risk indicators of customers. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. In the event the Company recovers amounts previously reserved for, the Company will reduce the specific allowance for credit losses. The cumulative effect from the adoption as of January 1, 2023 was immaterial to the consolidated financial statements.

 

The following table summarizes the activity in the allowance for expected credit loss for the six months ended June 30, 2025 and 2024, respectively.

 SCHEDULE OF ALLOWANCE FOR EXPECTED CREDIT LOSS

    For the six months ended  
    June 30, 2025  
    US$’000  
    (Unaudited)  
       
Balance as of January 1, 2025     106  
Current period provision     11  
Balance as of June 30, 2025     117  

 

13

 

    For the six months ended  
    June 30, 2024  
    US$’000  
    (Unaudited)  
       
Balance as of January 1, 2024     129  
Reversal     (8 )
Balance as of June 30, 2024     121  

 

(i) Inventory

 

Inventories are stated at the lower of cost or net realizable value. Cost is calculated on the weighted average basis and includes all costs to acquire and other costs to bring the inventories to their present location and condition. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts. If the inventory on hand is in excess of future demand forecast, the excess amounts are written off. The Company also reviews inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires the determination of the estimated selling price of the vehicles less the estimated cost to convert inventory on hand into a finished product. Once inventory is written-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

 

(j) Property, plant and equipment, net

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property, plant and equipment are depreciated primarily using the straight-line method over the estimated useful life of the asset. Salvage value rates range from 0% to 5% based on the economic value of the property, plant and equipment at the end of the estimated useful lives as a percentage of the original cost.

 SCHEDULE OF ESTIMATED USEFUL LIFE

   

Estimated

useful lives

     
Buildings   20 years
Machinery and equipment   3 to 25 years
Vehicles   4 to 5 years
Computer and electronic equipment   2 to 5 years
Mold and tooling   1 to 13 years
Other logistic equipment   3 to 5 years

 

The cost of maintenance and repairs is expensed as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment is capitalized as additions to the related assets.

 

Construction in progress represents property, plant and equipment under construction and pending installation and is stated at cost less accumulated impairment losses, if any. Completed assets are transferred to their respective asset classes and depreciation begins when an asset is ready for its intended use. Interest expense on outstanding debt is capitalized during the period of significant capital asset construction. Capitalized interest expense on construction-in-progress is included within property, plant and equipment and is amortized over the life of the related assets.

 

The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statement of comprehensive loss. The gain on the disposal of property was approximate US$46,614 and US$1.27 million for the six months ended June 30, 2025 and 2024, respectively.

 

14

 

(k) Intangible assets, net

 

Intangible assets mainly consist of computer software, patent, trademark and manufacturing license. Intangible assets with finite lives are carried at acquisition cost less accumulated amortization and impairment, if any. Finite lived intangible assets are tested for impairment if impairment indicators arise.

 

Amortization of intangible assets with finite lives are computed using the straight-line method over the estimated useful lives as below:

 SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS

   

Estimated

useful lives

     
Patent   5 to 10 years
Computer software   2 to 10 years

 

The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

 

Intangible assets that have indefinite useful life are automotive manufacturing license and trademark as of June 30, 2025 and December 31, 2024. The Company evaluates indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives. The value of indefinite-lived intangible assets is not amortized but tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. As such, no impairment of indefinite-lived intangible assets was recognized for the six months ended June 30, 2025 and 2024.

 

(l) Land use rights, net

 

Land use rights represent lease prepayments to local government authorities. Upon the adoption of ASC 842, Leases, on January 1, 2022, land use rights, net were identified as operating lease right-of-use assets, which is separately disclosed as “Land use rights” in the Company’s consolidated balance sheets. Land use rights are recorded at cost less accumulated amortization, amortization has been provided on a straight-line basis over 50 years and 40 years, the life of the land use rights.

 

The gain or loss on the disposal of land use right is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statement of comprehensive loss. The gain or loss on the disposal of land use right is US$7.50 million and nil for the six months ended June 30, 2025 and 2024, respectively.

 

(m) Investments

 

Short-term investments consist of an investment in Too Express which has already been disposed on August 1, 2025, as disclosed in Note 1(b), amounting to approximately US$40.26 million as of June 30, 2025.

 

The Company records short-term investments that are not subject to equity method of accounting at fair value, with gains and losses recorded through net earnings. In accordance with ASC 321, the Company elects the measurement alternative and records certain equity investments without readily determinable fair value at cost, less impairments, plus or minus observable price changes.

 

Equity investments the Company elects to use measurement alternative are evaluated for impairment qualitatively at each reporting date based on various factors, including projected and historical financial performance, cash flow forecasts and financing needs, the regulatory and economic environment of the investee and overall health of the investee’s industry. As of June 30, 2025, there were no observable impairment indicators for the investments. Consequently, short-term investments shall still be measured at its cost.

 

15

 

Long-term investments consist of an investment in Jilin FAW Baosteel Auto Steel Parts Co., Ltd. (“Baosteel”) amounting to approximately US$3.41 million and US$3.25 million as of June 30, 2025 and December 31, 2024, respectively. The Company held an approximately 30% equity interest in Baosteel as of June 30, 2025 and December 31, 2024.

 

The Company uses the equity method of accounting for its investment in, and earning or loss of, the companies that it does not control but over which it has ability to exercise significant influence in accordance with ASC topic 323, Investment—Equity Method and Joint Ventures (“ASC 323”). Under the equity method, the Company initially records its investment at cost and is included in the long-term investments on the consolidated balance sheets. The Company subsequently adjusts the carrying amount of the investment to recognize the Company’s proportionate share of each equity investee’s net income or loss into earnings after the date of investment. If an equity investment no longer qualifies to be accounted for under the equity method, the investment’s initial basis for which subsequent changes in value are measured should be the previous carrying amount of the investment.

 

The Company periodically reviews its equity investments for impairment. Under the equity method of accounting, an impairment loss would be recorded whenever the fair value of an equity investment is determined to be below its carrying value. The Company considers whether the fair value of its equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that recorded value may not be recoverable. An impairment charge would be recorded when the decline in value is determined to be other-than-temporary. There was no impairment loss of long-term investments during the six months ended June 30, 2025 and 2024.

 

(n) Goodwill

 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognized for non-controlling interests and any fair value of the Company’s previously held equity interests in the acquiree over the identifiable net assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognized in profit or loss as a gain on bargain purchase.

 

The Company adopted Accounting Standards Update (“ASU”) 2017-04, Intangible – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. After adopting this guidance, the Company performs the quantitative impairment test by comparing the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit.

 

(o) Impairment of long-lived assets

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will affect the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company first determines the unit of account for testing the long-lived assets, and then identifies the indicators of impairment. When indicators of impairment at present, the Company must then proceed to the recoverability test. The recoverability test evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Fair value is determined using anticipated cash flows discounted at a rate commensurate with the risk involved.

 

16

 

(p) Warranties

 

The Company provides a manufacturer’s standard warranty on all vehicles sold. The Company accrues a warranty reserve for the vehicles sold by the Company, which includes the Company’s best estimate of the projected costs to repair or replace items under warranties and recalls when identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. Changes to the Company’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accruals and other liabilities, while the remaining balance is included within other non-current liabilities on the consolidated balance sheets. Warranty expense is recorded as a component of cost of sales in the consolidated statements of operations. The Company reevaluates the adequacy of the warranty accrual on a regular basis.

 

The Company considers the standard warranty is not providing incremental service to customers rather an assurance to the quality of the vehicle, and therefore is not a separate performance obligation and should be accounted for in accordance with ASC 460, Guarantees.

 

Accrued warranty is included in other liabilities and the movement of accrued warranty is as following:

 SCHEDULE OF ACCRUED WARRANTY

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
             
Accrued warranty - beginning of period     104       204  
Warranty costs incurred     (9 )     (96 )
Translation adjustment     1       (4 )
Accrued warranty - end of period     96       104  

 

(q) Revenue recognition

 

Revenue is recognized when or as the control of the goods or services is transferred upon delivery to customers. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time. Control of the goods and services is transferred over time if our performance:

 

  provides all of the benefits received and consumed simultaneously by the customer;
     
  creates and enhances an asset that the customer controls as the Company performs; or
     
  does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

 

If control of the goods and services transfers over time, revenue is recognized over the period of the contract by reference to the progress towards complete satisfaction of the performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of goods and services.

 

Contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates overall contract price to each distinct performance obligation based on its relative standalone selling price in accordance with ASC 606, Revenue from Contracts with Customers. The Company generally determines standalone selling prices for each individual distinct performance obligation identified based on the prices charged to customers. If the standalone selling price is not directly observable, it is estimated using expected cost plus a margin or adjusted market assessment approach, depending on the availability of observable information, the data utilized, and considering the pricing policies and practices in making pricing decisions. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgments on these assumptions and estimates may affect the revenue recognition. The discount provided in the contract is allocated by the Company to all performance obligations as conditions under ASC 606-10-32-37 are not met.

 

17

 

For new Master Service Agreements (“MSA”) or for purchase orders (“PO”) from new customers, a credit check is required, which establishes collectability of the considerations to which the Company expects to be entitled. Management also has controls in place for the review of credit limits with existing customers. Other considerations in determining collectability include the customer’s payment history, prior or existing customer disputes, if any, and market conditions.

 

When either party to a contract has performed the obligation, the Company presents the contract in the consolidated balance sheets as a contract asset or a contract liability, depending on the relationship between the entity’s performance and the customer’s payment.

 

A receivable is recorded when the Company has an unconditional right to consideration. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due.

 

If a customer pays consideration or the Company has a right to an amount of consideration that is unconditional, before the Company transfers a good or service to the customer, the Company presents the contract liability when the payment is made or a receivable is recorded, whichever is earlier. A contract liability is the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration, or an amount of consideration is due, from the customer. The Company’s contract liabilities primarily result from the performance obligation identified in the vehicle sales contract, which is recorded as deferred revenue and revenue will be recognized when future goods or services are transferred. Besides, amounts received on behalf of third parties are recorded as other current liabilities.

 

Vehicle Sales

 

Vehicle sales revenue includes revenues related to deliveries of new vehicles under the definition of a performance obligation under ASC 606. The Company recognizes revenue on vehicle sales upon delivery to the customer, which is when the control of a vehicle transfers. For the obligations related to vehicle sales, the Company estimates the standalone selling price by considering costs used to develop and deliver the service, third-party pricing of similar options and other information that may be available.

 

The Company provides a manufacturer’s limited warranty on all new vehicles sold to customers, ensuring that the vehicles comply with agreed-upon specifications. As the manufacturer’s limited warranty is not separately sold to the customers, the Company does not consider the warranty as a separate performance obligation under the ASC 606-10-55-31.

 

Sales of vehicle parts and accessories

 

The Company recognizes revenue upon transfer of control to the customer which occurs at a point in time. When the Company performs shipping and handling activities after the transfer of control to the customer, they are considered as fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized.

 

Practical expedients and exemptions

 

The Company follows the guidance on immaterial promises when identifying performance obligations in the vehicle sales contracts and concludes that labor related to assurance-type warranties is not a performance obligation considering this service is value-added service to enhance customer experience rather than critical items for vehicle driving and forecasted that usage of this service will be very limited. The Company also performs an estimation on the stand-alone fair value of the promise applying a cost-plus margin approach and concludes that the standalone fair value of the service is insignificant, if it represents less than 5% of vehicle gross selling price and aggregate fair value of each individual promise.

 

18

 

Revenue consists of the following:

 SCHEDULE OF REVENUE

    Related Parties     Third Parties     Related Parties     Third Parties  
    For the six months ended  
    June 30, 2025     June 30, 2024  
    US$’000     US$’000  
    (Unaudited)     (Unaudited)  
    Related Parties     Third Parties     Related Parties     Third Parties  
                         
Vehicle sales   $ -     $ 522     $ -     $ 3,161  
Sales of vehicle parts and accessories   $ 66     $ 11     $ 245     $ -  
Others   $ -     $ -     $ -     $ 1  
                                 
Total revenues     66       533       245       3,162  

 

All of the property and equipment of the Company is physically located in the PRC. The geographical location of the Company’s customers spans the PRC, Latin America, Oceania and Europe. All of the Company’s revenue is derived from operations in the PRC for the six months periods ended June 30, 2025 and 2024.

 

(r) Cost of revenues

 

Cost of revenue includes direct parts, material, labor cost and manufacturing overhead (including depreciation of assets associated with the production) and reserves for estimated warranty cost. Cost of revenue also includes charges to write-down the carrying value of the inventories when it exceeds its estimated net realizable value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand.

 

(s) Cost of revenues – idle capacity

 

Idle capacity consists of production-related costs in excess of charges allocated to the Company’s finished goods in production. The costs include direct and indirect labor, production supplies, repairs and maintenance, rent, utilities, insurance and property taxes. The costs allocated to the Company’s finished goods are determined on a daily basis which is lower than the actual costs incurred. Costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Idle capacity expenses amounted to US$6.58 million and US$7.57 million for the six months ended June 30, 2025 and 2024, respectively.

 

(t) Research and development expenses

 

All costs associated with research and development (“R&D”) are expensed as incurred. R&D expenses consist primarily of employee compensation for those employees engaged in R&D activities, design and development expenses with new technology, materials and supplies and other R&D related expenses. For the six months ended June 30, 2025 and 2024, R&D expenses were US$ 158,823 and US$1.08 million, respectively.

 

(u) Selling, general and administrative expenses

 

Selling expenses consist primarily of employee compensation and transportation cost. For the six months ended June 30, 2025 and 2024, total sales and marketing expenses were US$408,249 and US$738,056, respectively.

 

General and administrative expenses consist primarily of employee compensation for employees involved in general corporate functions and those not specifically dedicated to R&D activities, share-based compensation, depreciation and amortization expenses, legal, and other professional services fees, lease and other general corporate related expenses. For the six months ended June 30, 2025 and 2024, general and administrative expenses were US$60.60 million and US$12.84 million, respectively.

 

19

 

(v) Employee benefits

 

Short-term employee benefits

 

All short-term employee benefits which consist of salaries and related benefits, vacation pay, incentives and other short-term benefits are recognized as expense on undiscounted basis when employees have rendered service to the Company. Other short-term benefits are including work-related injury benefits, maternity insurance, medical care, employee housing fund and other welfare benefits. Chinese labor regulations require that the PRC subsidiaries of the Company make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government.

 

Post-employment benefit plans

 

Post-employment benefit plans consist of funded and unfunded defined benefit pension plans, defined contribution pension plan, other post-employment benefits, post-employment health care benefit plan, defined contribution health care benefit plan and obligations under the Labor Law.

 

The cost of providing benefits under post-employment benefit plans calculation is performed by an independent actuary using the projected unit credit method.

 

The net obligations in respect of the defined pension benefit plans and post-retirement health care benefit plan are calculated at the present value of estimated future benefits that the employees have earned in return for their service in the current and prior periods less the fair value of plan assets. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of Government bonds that are denominated in the currencies in which the benefits will be paid and that have terms to maturity approximating the terms of the related retirement benefit obligation. Government bonds are used as there are no deep markets for high quality corporate bonds.

 

Plan assets are assets owned by defined benefit pension plan and post-retirement health care benefits plan as well as qualifying insurance policy. The assets are measured at fair value as of reporting dates. The fair value of qualifying insurance policy is deemed to be the present value of the related obligations (subject to any reduction required if the amounts receivable under the insurance policies are not recoverable in full).

 

Remeasurement, comprising of actuarial gains and losses, the effect of the asset ceiling (excluding amounts included in net interest on the net defined benefit liability (asset)) and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability (asset)) are recognized immediately in the consolidated statements of financial position with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

 

Past service costs are recognized immediately in profit or loss on the earlier of:

 

(a) the date of plan amendment or curtailment; and

(b) the date that the Group recognized restructuring-related costs.

 

Net interest is calculated by applying the discount rate to the net defined benefit liabilities or assets.

 

Gains or losses on curtailment are recognized when there is a commitment to make a material reduction in the number of employees covered by a plan or when there is an amendment of defined benefit plan terms such as that a material element of future services to be provided by current employees will no longer qualify for benefits, or will qualify only for reduced benefits.

 

Gains or losses on settlement are recognized when there is a transaction that eliminates all further legal or constructive obligation for part, or all of the benefits provided under a defined benefit plan (other than the payment of benefit in accordance with the program and included in the actuarial assumptions).

 

The PRC government is responsible for the medical benefit and the pension liability to be paid to these employees and the Company’s obligations are limited to the amounts contributed and there is no legal obligation beyond the contributions made. Consequently, for defined contribution plans, the regular contributions constitute net periodic costs for the period in which they are due and, as such, are included in “personnel expenses” as they become payable.

 

The Company attributed benefits under the defined benefit plan’s benefit formula to periods of service from the date when employee service first leads to benefits under the plan until the date when further employee service will lead to no material amount of further benefits under the plan.

 

Early retirement benefit

 

Early retirement benefits are accrued at the time the Group makes a commitment to provide early retirement benefits as a result of an offer made in order to encourage voluntary resignation. A commitment to a termination arises when, and only when a detailed formal plan for the early retirement cannot be withdrawn.

 

(w) Government grants

 

The Company’s PRC based subsidiaries received subsidies from certain local governments. The Company’s government subsidies consist of subsidies which are provided by the local governments for a specific purpose, such as land fulfillment costs and production and capacity subsidies related to the manufacturing plant construction. The Company recognizes government subsidies as non-current liabilities until there is reasonable assurance that the Company will comply with conditions attaching to them and the grants will be received. Hence, the Company recorded specific subsidies as other non-current liabilities when received and the specific subsidies are recognized as other income at each stage when the Company is entitled to the amount or the required performance is met. The Company currently recognizes government subsidies 1) using a systematic basis over the periods in which the Company recognizes the related expenses or losses that the grants are intended to compensate and 2) when the grant is received if it compensates for expenses or losses already incurred. For the six months ended June 30, 2025 and 2024, the Company recognized subsidies of approximately US$5.26 million and US$1.71 million, respectively. US$3.36 million connection with subsidies compensating for expenses or losses has been received during the six months ended June 30, 2025. There is no guarantee that the Company will continue to receive remaining subsidies in the future.

 

See below for the nature of each government subsidy received and the related accounting treatment:

 SCHEDULE OF GOVERNMENT SUBSIDY

No.   US$’000     Type of Subsidies   Accounting Treatment
For the six months ended June 30, 2025 (Unaudited)
No.   US$’000     Type of Subsidies   Accounting Treatment
               
1     5,060     Subsidies compensating for expenses or losses   The government subsidy is recognized as government grant income when the amounts are received and conditions are met.
2     198     Subsidies related to fixed assets   The Company recorded subsidies as other liabilities when received and recognized government subsidies as government grant income over the depreciable lives of the related fixed assets for which the subsidies are intended to compensate.
                 
TOTAL     5,258          

 

No.   US$’000     Type of Subsidies   Accounting Treatment
For the six months ended June 30, 2024 (Unaudited)
No.   US$’000     Type of Subsidies   Accounting Treatment
               
1     1,426     Subsidies compensating for expenses or losses   The government subsidy is recognized as government grant income when the amounts are received and conditions are met.
2     280     Subsidies related to fixed assets   The Company recorded subsidies as other liabilities when received and recognized government subsidies as government grant income over the depreciable lives of the related fixed assets for which the subsidies are intended to compensate.
                 
TOTAL     1,706          

 

20

 

(x) Income taxes

 

Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax. Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the consolidated financial statements and their respective tax basis, and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.

 

Uncertain tax positions

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. Interest and penalties related to uncertain tax positions, if any, are recorded under accrued expenses and other current liabilities on its consolidated balance sheets and under other expenses in its consolidated statements of operations. As of June 30, 2025 and December 31, 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the six months ended June 30, 2025 and 2024.

 

(y) Warrants

 

The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares. The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares.

 

The Company accounts for its currently outstanding warrants in conjunction with the Company’s ordinary shares in equity. These warrants are indexed to the Company’s shares and meet the requirements of equity classification as prescribed under ASC 815-40. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity.

 

The details for the outstanding warrants are disclosed in Note 19(a).

 

(z) Value-added tax

 

The Company is subject to statutory value-added tax (“VAT”) of 13%, 6%, 9% for revenue from sales of vehicles and spare parts, and other services, respectively, in PRC.

 

(aa) Statutory reserves

 

The Company’s subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds.

 

In accordance with the laws applicable to PRC’s Foreign Investment Enterprises, the Company’s subsidiaries registered as wholly-owned foreign enterprises have to make appropriations from their after-tax profits (as determined under the Accounting Standards for Business Enterprises as promulgated by the Ministry of Finance of the People’s Republic of China (“PRC GAAP”) to reserve funds including the general reserve fund, and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of the Company. Appropriation to the staff bonus and welfare fund is at the Company’s discretion.

 

21

 

The use of the general reserve fund, statutory surplus fund and discretionary surplus fund is restricted to the offsetting of losses or increasing capital of the respective company. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special bonuses to staff and for the collective welfare of employees. No reserves are allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation.

 

(bb) Comprehensive income (loss)

 

The Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive loss and its components in a full set of financial statements. Comprehensive loss is defined to include all changes in equity of the Company during a period arising from transactions and other events and circumstances except those resulting from investments by shareholders and distributions to shareholders. For the periods presented, the Company’s comprehensive loss includes net loss and other comprehensive loss, which primarily consists of the foreign currency translation adjustments and actuarial loss arising from changes in financial assumptions on the Company’s defined contribution plan that has been excluded from the determination of net loss.

 

(cc) Leases

 

Operating lease

 

The Company adopted ASC 842, Leases as of January 1, 2022 using modified retrospective transition approach. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to carry forward the historical determination of contracts as leases, lease classification and not reassess initial direct costs for historical lease arrangements. In addition, the Company also elected the practical expedient of using hindsight to apply consistently to all of the Company’s leases in determining the lease term and in assessing impairment of the Company’s right-of-use assets.

 

The Company includes a right-of-use asset and lease liability related to substantially all of the Company’s lease arrangements in the consolidated balance sheets. All of the Company’s leases are operating leases. As the existing operating leases are short-term leases, right-of-use assets and the corresponding lease liabilities were nil in the consolidated balance sheets as of June 30, 2025 and December 31, 2024.

 

The Company has elected not to present short-term leases on the consolidated balance sheets as these leases have a lease term of 12 months or less at commencement date of the lease and do not include options to purchase or renew that the Company is reasonably certain to exercise. The Company recognizes lease expenses for such short-term lease generally on a straight-line basis over the lease term. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of the Company’s leases do not provide an implicit rate of return, the Company uses the Company’s incremental borrowing rate based on the information available at adoption date or lease commencement date in determining the present value of lease payments.

 

The acquired land use right (Notes 2(l),10) represents lease prepayments to the local government authorities which is separately presented in the consolidated balance sheets. The Company determines whether the land use right agreement contains an operating lease. Land use rights are carried at cost less accumulated amortization and impairment losses.

 

(dd) Loss per share

 

Basic loss per share is computed by dividing net loss attributable to holders of ordinary shares by the weighted-average ordinary shares outstanding for the period. Potentially dilutive shares, which are based on the weighted-average ordinary shares underlying outstanding stock-based awards, warrants, or options using the treasury stock method or the if-converted method, if applicable, are included when calculating diluted net loss per share attributable to holders of ordinary shares when their effect is dilutive.

 

22

 

Since the Company has incurred losses for each of the six months ended June 30, 2025 and 2024, the potential shares issuable related to outstanding warrants have been excluded from the calculation of diluted loss per share as the effect of such shares is anti-dilutive. Therefore, basic and diluted loss per share amounts are the same for each period presented.

 

Earnout/Contingent Value Rights

 

Pursuant to the BCA, 2,136,163 ordinary shares (valued as US$674 million of the Exchange Consideration based on the Redemption Price for purposes of the BCA) were issued to certain Chijet Inc. Sellers at the Closing (the “Earnout Shares”). Such shares were subject to vesting and potential surrender if they did not vest, with transfer restrictions during the vesting period. Any earnings on the Earnout Shares prior to vesting was to be set aside in escrow to satisfy the vesting criteria prescribed in the BCA relating to (i) consolidated gross revenue or (ii) closing price of the Company’s ordinary shares, and vested in three tranches consisting of 30% for 2023, 30% for 2024 and any unvested amount for 2025 as described as follows:

 

(i) The first tranche (along with earnings thereon) were to (i) vest proportionately based on the consolidated gross revenues of Chijet Motor (including the period prior to the Closing) as set forth in Chijet Motor ‘s audited annual financial statements included in Form 20-F filed with the SEC for the calendar year ended December 31, 2023 (as adjusted for a fixed 6.5-to-1 RMB to U.S. dollar exchange rate) in excess of US$528 million, up to a maximum of 100% of the first tranche at US$801 million in consolidated gross revenues, or alternatively (ii) vest for 100% of the first tranche if the Chijet Motor ordinary shares on Nasdaq were at least US$390.00 per share (as equitably adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like) for at least twenty (20) out of thirty (30) trading days, through and including the thirtieth (30th) trading day after the date on which Chijet Motor filed its annual report on Form 20-F with the SEC (such trading criteria being collectively the “Trading Criteria”), for the fiscal year ended December 31, 2023, and any shares in the tranche that do not so vest were surrendered to Chijet and cancelled.
   
(ii) The second tranche (along with earnings thereon) will likewise either (i) vest proportionately based on the consolidated gross revenues of Chijet Motor (including the period prior to Closing) as set forth in Chijet Motor’s audited annual financial statements included in its Form 20-F filed with the SEC for the calendar year ended December 31, 2024 (as adjusted for a fixed 6.5-to-1 RMB to U.S. dollar exchange rate)in excess of US$870 million, up to a maximum of 100% of the second tranche at US$2,206 million in consolidated gross revenues, or alternatively (ii) vest for 100% of the second tranche based on meeting the Trading Criteria during the applicable period for the year ended December 31, 2024, and any shares in the tranche that do not so vest will be surrendered to Chijet and cancelled.
   
(iii) Any remaining Earnout Shares (along with earnings thereon) not vested or surrendered in the first or second tranches are eligible either to (i) vest proportionately based on the consolidated gross revenues of Chijet Motor (including the period prior to Closing) as set forth in Chijet Motor’s audited annual financial statements included in Form 20-F for the calendar year ending December 31, 2025 (as adjusted for affixed 6.5-to-1 RMB to U.S. dollar exchange rate) in excess of US$1,616 million, up to a maximum of 100% of the final tranche at US$3,215 million in consolidated gross revenues, or alternatively (ii) vest for 100% of the final tranche based on meeting the Trading Criteria during the applicable period for the year ending December 31, 2025, and any shares in the tranche that do not so vest will be surrendered to Chijet (along with earnings thereon) and cancelled.

 

Any Earnout Shares and earnings thereon that are surrendered to Chijet will be promptly reissued and delivered by Chijet to the CVR rights agent on behalf of the holders of the CVRs, to be reissued pro rata among the holders of the CVRs.

 

The accounting for the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment. Considering that the Earnout Shares were issued to the Chijet Inc. Sellers, and there are no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Earnout Shares are not within the scope of ASC 718. In reaching this conclusion, the Company focused on the fact that the Earnout Shares are not provided to any holder of options or unvested stock but rather the arrangement is provided only to vested equity holders.

 

23

 

Next, the Company determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480. Based upon the analysis, the Company concluded that the Earnout Shares should not be classified as a liability under ASC 480.

 

The Company next considered the conditions in ASC 815-10-15-74 and ASC 815-40 and concluded that the Earnout Shares are not within the scope of ASC 815. Therefore, the Earnout Share arrangement is appropriately classified in equity. As the business combination was accounted for as a reverse recapitalization, the fair value of the Earnout Share arrangement as of the Closing Date was accounted for as an equity transaction. Therefore, contingent value rights did not give any effect in calculation of the earnings per share as of June 30, 2025.

 

(ee) Assets and liabilities classified as held for sale

 

Assets and liabilities to be disposed of by sale (“disposal groups”) are classified as “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed during each reporting period it remains classified as held for sale, and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. Disposal groups are disposed or meet the criteria to be classified as held for sale should be reported in discontinued operations if the disposal represents a strategic shift that has a major effect on an entity’s operations and financial results.

 

3. RECENT ACCOUNTING PRONOUNCEMENT

 

Recently adopted accounting pronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting periods beginning after December 15, 2024. Adoption is either with a prospective method or a fully retrospective method of transition. Early adoption is permitted.

 

The Company adopted ASU No. 2023-09 on January 1, 2025, which did not have a material impact on the consolidated financial statements.

 

24

 

Recently issued accounting pronouncements not yet adopted

 

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 adds interim and annual disclosure requirements to GAAP at the request of the Securities and Exchange Commission. The guidance in ASU 2023-06 is required to be applied prospectively and the GAAP requirements will be effective when the removal of the related SEC disclosure requirements is effective. If the SEC does not act to remove its related requirements by June 30, 2027, any related FASB amendments will be removed from the Accounting Standards Codification and will not be effective. The Company does not anticipate that the adoption of ASU 2023-06 will have a material impact on the consolidated financial statements.

 

In November 2024, the FASB issued ASU 2024-03-Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses (or ASU 2024-03). This ASU improves the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative expenses, and research and development). This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The amendments in this ASU are applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. The Company does not expect that adoption of ASU 2024-03 will have a material impact on the Company’s consolidated financial statements.

 

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company is currently assessing the impact this standard will have on the Company’s Consolidated Financial Statements.

 

25

 

4. CONCENTRATION OF RISK

 

(a) Credit risk

 

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, restricted cash, accounts and notes receivable, and accounts and notes payable. The maximum exposure of such financial instruments to credit risk is their carrying amounts as of the balance sheet dates. As of June 30, 2025 and December 31, 2024, substantially all of the Company’s cash and cash equivalents and restricted cash was placed with banking institutions in the PRC. Management chose these institutions because of their reputations and track records for stability, and their known large cash reserves, and management periodically reviews these institutions’ reputations, track records, and reported reserves. Management expects that any additional institutions that the Company uses for its cash and bank deposits would be chosen with similar criteria for soundness. Bank failure is uncommon in PRC and based on publicly available information, management believes that those Chinese banks that hold the Company’s cash and cash equivalents and restricted cash are financially sound.

 

For the credit risk related to accounts and notes receivable, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses.

 

(b) Customer risk

 

As of June 30, 2025, two customers, determined as related parties under ASC 850, accounted for 33% and 28% of the Company’s total accounts and notes receivable, respectively. As of June 30, 2025, one customer, determined as a third party under ASC 850, accounted for 13% of the Company’s total accounts and notes receivable.

 

As of December 31, 2024, one customer, determined as a related party under ASC 850, accounted for 31% of the Company’s total accounts and notes receivable. As of December 31, 2024, two customers, determined as third parties under ASC 850, accounted for 37% and 10% of the Company’s total accounts and notes receivable respectively.

 

During the six months ended June 30, 2025, two third-party customers accounted for 10% of the Company’s total revenue at 32% and 18%, respectively.

 

During the six months ended June 30, 2024, two customers accounted for more than 10% of total revenue at 23% and 11%, respectively.

 

(c) Foreign currency exchange rate risk

 

The revenues and expenses of the Company’s entities in the PRC are generally denominated in RMB and their assets and liabilities are denominated in RMB. The Company’s overseas financing activities are denominated in U.S. dollars. The RMB is not freely convertible into foreign currencies. Remittances of foreign currencies into the PRC or remittances of RMB out of the PRC as well as exchange between RMB and foreign currencies require approval by foreign exchange administrative authorities and certain supporting documentation. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies.

 

5. ACCOUNTS AND NOTES RECEIVABLE, NET

 

Accounts and notes receivable and allowance for doubtful accounts consisted of the following:

 SCHEDULE OF ACCOUNTS AND NOTES RECEIVABLE NET

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
             
Accounts receivable     82       29  
Notes receivable     -       128  
Accounts and notes receivable, net     82       157  

 

Notes receivable represents bank acceptance drafts that are non-interest bearing and due within six to twelve months.

 

26

 

The Company has developed a CECL model based on historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. There was no allowance for credit June 30, 2025 and December 31, 2024, respectively.

 

6. INVENTORY, NET

 

Inventory consisted of the following:

 SCHEDULE OF INVENTORY NET

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Finished goods     4,048       4,722  
Raw materials     9,658       10,549  
Work-in-process     4,085       4,818  
Inventory, subtotal     17,791       20,089  
Less: inventory impairment provision     (7,765 )     (8,944 )
Inventory, net     10,026       11,145  

 

Finished goods primarily consist of vehicles ready for transit at production factories, vehicles in transit to fulfill customer orders, new vehicles available for immediate sale at its delivery and service centers, vehicle parts and charging piles.

 

Raw materials primarily consist of materials for volume production.

 

Work-in-process primarily consist of vehicles in production which will be transferred into finished goods inventory when completed.

 

For the six months ended June 30, 2025 and 2024, write-downs of inventories to net realizable value were both nil, respectively.

 

7. OTHER CURRENT ASSETS

 

Other current assets consisted of the following:

 SCHEDULE OF OTHER CURRENT ASSETS

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
             
Prepayments for materials     4,478       5,107  
Prepayments for R&D     99       97  
Prepayments for utilities     197       550  
Other prepayments     399       326  
Deductible value-added tax input     292       154  
Other receivables(i)     21,104       1,504  
Subtotal     26,569       7,738  
Less: allowance for bad debts     (418 )     (401 )
Net balance     26,151       7,337  

 

27

 

On March 21, 2022, the Ministry of Finance and State Administration of Tax released Announcement (2022) No.14 to issue China’s VAT rebates to eligible industries. Companies in these industries can now apply for monthly refunds of incremental VAT credits and a one-time refund of remaining VAT credits from April 1, 2022 onward. Given that Chijet falls within the scope of the eligible industry, the deductible value-added tax input is classified as other current assets.

 

(i) Considering the repayment of loans and the payment of employee benefits, FAW Jilin has disposed a land use right in May 2025. As of June 30, 2025, there were still US$17.85 million that have not been received yet.

 

8. PROPERTY, PLANT AND EQUIPMENT, NET

 

Property, plant and equipment consisted of the following:

 SCHEDULE OF PLANT AND EQUIPMENT NET

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
At cost:                
Buildings     167,430       164,318  
Mold and tooling     100,143       98,281  
Computer and electronic equipment     6,457       6,337  
Machinery and equipment     258,116       253,180  
Vehicles     588       736  
Other logistic equipment     7,531       7,391  
Construction in progress(i)     14,390       14,089  
Property, plant and equipment, subtotal     554,655       544,332  
Less: accumulated depreciation(ii)     (400,918 )     (385,527 )
Less: accumulated impairment(iii)     (3,040 )     (2,987 )
Property, plant and equipment, net(iv)     150,697       155,818  

 

(i) Construction in progress primarily consists of the construction of Shandong Baoya, Xiangyang Yazhi New Energy Automobile Co., Ltd. (“Xiangyang Yazhi”), Dezhou Yarui New Energy Automobile Co., Ltd. (“Dezhou Yarui”) manufacturing plants and molds, toolings, machinery and equipment relating to the manufacturing.

 

(ii) Depreciation expenses for the six months ended June 30, 2025 and 2024 were US$8.11 million and US$10.61 million, respectively.

 

(iii) There were no impairment charges for the six months ended June 30, 2025 and 2024.

 

(iv) The carrying amounts of buildings, molds and tooling, machines and equipment and other logistic equipment pledged by FAW Jilin to secure borrowings were US$45.49 million and US$47.92 million as of June 30, 2025 and December 31, 2024, respectively.

 

The nine vehicles pledged by Shandong Baoya in April 2024 to secure borrowings, seven of these vehicles were disposed in 2025. The carrying amounts of vehicles were US$5,934 and US$46,753 as of June 30, 2025 and December 31, 2024. The carrying amounts of buildings, molds and tooling, machines and equipment pledged by Xiangyang Yazhi to secure borrowings were US$22.61 million and US$24.06 million as of June 30, 2025 and December 31, 2024, respectively. The details of the assets pledged by Xiangyang Yazhi are disclosed in Note 17.

 

The carrying amounts of buildings, machines and equipment pledged by Dezhou Yarui to secure borrowings were US$1.79 million and US$1.91 million as of June 30, 2025 and December 31, 2024, respectively.

 

28

 

9. INTANGIBLE ASSETS, NET

 

Intangible assets consisted of the following:

 SCHEDULE OF INTANGIBLE ASSETS

    June 30, 2025  
    Gross Carrying     Accumulated     Net Carrying  
    Amount     Amortization     Amount  
    US$’000     US$’000     US$’000  
    (Unaudited)     (Unaudited)     (Unaudited)  
Finite-lived intangible assets:                        
Computer software     468       (468 )     -  
Patent     206       (206 )     -  
Total finite-lived intangible assets     674       (674 )     -  
Indefinite-lived intangible assets:                        
Trademark and manufacturing license     126,245       -       126,245  
Total indefinite-lived intangible assets     126,245       -       126,245  
Total intangible assets     126,919       (674 )     126,245  

 

    December 31, 2024  
    Gross Carrying     Accumulated     Net Carrying  
    Amount     Amortization     Amount  
    US$’000     US$’000     US$’000  
    (Audited)     (Audited)     (Audited)  
Finite-lived intangible assets:                        
Computer software     459       (455 )     4  
Patent     202       (202 )     -  
Total finite-lived intangible assets     661       (657 )     4  
Indefinite-lived intangible assets:                        
Trademark and manufacturing license     123,899       -       123,899  
Total indefinite-lived intangible assets     123,899       -       123,899  
Total intangible assets     124,560       (657 )     123,903  

 

No impairment charges were recognized on intangible assets for the six months ended June 30, 2025 and 2024.

 

Amortization expenses of intangible assets were US$4,624 and US$14,091 for the six months ended June 30, 2025 and 2024, respectively.

 

10. LAND USE RIGHTS, NET

 

Land use rights consisted of the following:

 SCHEDULE OF LAND USE RIGHTS NET

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
             
Land use right     113,335       149,019  
Less: accumulated amortization     (21,736 )     (29,383 )
Land use right, net     91,599       119,636  

 

As discussed in Note 17, the Company was unable to meet the conditions to apply for the government subsidies to repay the loans. As a result, Xiangyang Yazhi pledged land use rights with the carrying amount of US$13.78 million and US$13.68 million to its lenders as of June 30, 2025 and December 31, 2024, respectively.

 

Dezhou Yarui pledged land use rights with the carrying amount of US$387,099 and US$384,295 to its lenders as of June 30, 2025 and December 31, 2024, respectively.

 

FAW Jilin pledged its land use rights in July 2024 to secure the borrowings. The carrying amounts of land use rights pledged by FAW Jilin for loan were totally US$30.81 million and US$59.64 million as of June 30, 2025 and December 31, 2024, respectively. The carrying amount of the pledged land use right decreased by approximately US$29 million due to the disposal of one of the land use rights by FAW Jilin in May 2025 to repay the loans and employees benefits.

 

29

 

Land use right of Shandong Baoya was frozen by court due to the legal loan dispute in December 2024. The carrying amount of the land use right that was frozen was US$25.84 million US$25.64 million as of June 30, 2025 and December 31, 2024, respectively.

 

Amortization expenses of land use rights were US$1.64 million and US$1.55 million for the six months ended June 30, 2025 and 2024, respectively.

 

11. OPERATING LEASES (EXCLUDING LAND USE RIGHTS)

 

Operating leases of the Company mainly consist of short-term leases of plants, warehouses and machinery. Short-term lease cost is recognized as rental expenses in the consolidated statements of loss.

 

The components of lease cost for operating leases were as follows:

 SCHEDULE OF COST FOR OPERATING LEASES

    For the six months
ended
    For the six months
ended
 
    June 30, 2025     June 30, 2024  
    US$’000     US$’000  
    (Unaudited)     (Unaudited)  
             
Short-term lease cost     17       450  
Total lease cost     17       450  

 

12. GOODWILL

 

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired from FAW Jilin on December 27, 2019 (“Acquisition Date”). Pursuant to the related agreement and plan of merger, the purchase price was US$214.42 million.

 

The Company accounted for the acquisition using the purchase method of accounting for business combinations under ASC 805, Business Combinations. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed on their estimated fair value as of the Acquisition Date.

 

30

 SCHEDULE OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES

    US$’000     RMB’000  
             
Assets acquired:                
Cash and cash equivalents     235,165       1,645,169  
Accounts and notes receivable     111,511       780,105  
Other receivable     262       1,829  
Inventory     30,766       215,232  
Property, plant and equipment, net     273,142       1,910,844  
Equity investment     4,773       33,391  
Intangible assets     129,315       904,663  
Land use right     87,970       615,419  
Prepayments and other assets, current and non-current     53,820       376,512  
Total assets acquired     926,724       6,483,164  
Liabilities and equity assumed                
Short-term borrowing     (28,589 )     (200,000 )
Accounts and notes payable     (160,346 )     (1,121,745 )
Contract liabilities     (11,904 )     (83,276 )
Accounts and other liabilities     (20,830 )     (145,725 )
Long-term payables     (249,417 )     (1,744,870 )
Accrued post-employment and termination benefits     (73,634 )     (515,130 )
Other payable, current and non-current     (81,749 )     (571,898 )
Noncontrolling interest     (88,575 )     (619,653 )
Total liabilities and equity assumed     (715,044 )     (5,002,297 )
Net assets acquired     211,680       1,480,867  
Goodwill     2,735       19,133  
Total purchase price     214,415       1,500,000  

 

Changes in the carrying amount of goodwill consisted of the following:

 SCHEDULE OF CARRYING AMOUNT OF GOODWILL

    June 30, 2025    

December 31, 2024

 
    US$’000     US$’000  
      (Unaudited)       (Audited)  
Beginning balance     2,621       2,695  
Translation adjustment     50       (74 )
Goodwill     2,671       2,621  

 

Goodwill of US$ 2.74 million represented the excess of the purchase price over the fair value of the net assets acquired as of the Acquisition Date and was primarily attributable to the expected synergies from integrating FAW Jilin’s technology into the automotive segment as well as the acquired workforce. As of June 30, 2025 and December 31, 2024, the goodwill was US$2.67 million and US$2.62 million, respectively. The change was due to foreign currency translation adjustments during the six months ended June 30, 2025. There were no accumulated impairment losses as of June 30, 2025 and December 31, 2024.

 

13. OTHER ASSETS

 

Other assets consisted of the following:

 SCHEDULE OF OTHER ASSETS

    June 30, 2025    

December 31, 2024

 
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Long-term prepayment     3,037       3,140  
Total     3,037       3,140  

 

Long-term prepayment of US$3.04 million were mainly attributable to the advances paid to FAW Jilin’s suppliers for molds and tool manufacturing of car body and vehicle parts. These expenditures will be capitalized as property, plant and equipment after molds and tools reach the working condition for its intended use.

 

31

 

14. ACCOUNTS AND NOTES PAYABLE

 

Accounts and notes payable consisted of the following:

 SCHEDULE OF ACCOUNTS AND NOTES PAYABLE

    June 30, 2025    

December 31, 2024

 
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Accounts payable     13,832       14,382  
Total     13,832       14,382  

 

15. CONTRACT LIABILITIES

 

Contract liabilities primarily consisted of advance payments from customers prior to the transfer of goods or services by the Company. The payment amounts and timing vary depending on the vehicle model, the energy product and the location of delivery. Contract liabilities are included in current liabilities until refunded or until they are applied towards the revenue.

SCHEDULE OF CONTRACT LIABILITIES 

    June 30, 2025    

December 31, 2024

 
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Contract liabilities - beginning of period     3,765       5,008  
A change in time frame for a performance obligation satisfied     (3,520 )     (11,488 )
Advance received     3,547       10,471  
Translation adjustment     89       (226 )
Contract liabilities - subtotal     3,881       3,765  
Less: contract liabilities to related parties     (1,007 )     (961 )
Contract liabilities - end of period     2,874       2,804  

 

16. ACCRUALS AND OTHER CURRENT LIABILITIES

 

Accruals and other current liabilities consisted of the following:

 SCHEDULE OF ACCRUALS AND OTHER CURRENT LIABILITIES

    June 30, 2025    

December 31, 2024

 
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Payroll payable     4,726       6,228  
Accrued post-employment and termination benefits - current portion (Note 18)     11,658       7,839  
Business and other taxes payable     1,581       1,437  
Accrued expenses     17,975       17,859  
Other payable secured by acceptance draft     -       985  
Other payable     15,769       17,181  
Total     51,709       51,529  

 

32

 

17. LONG-TERM PAYABLES, CURRENT

 

In May 2016, the Company entered into two loans with a government entity (Xiangyang High Tech Industrial Development Zone Management Committee). The purpose of the borrowing was solely for the development of the Electric Vehicle industry in Xiangyang, PRC, and the funds cannot be used for any other purpose. The loans bear no interest and the maturity date will depend on the development status.

 

Because of the nature of these loans, the Company was subject to the fulfillment of covenants relating to the Company’s consolidated statement of financial position performance and results. However, due to the Covid-19 pandemic and the specific regulations issued, the Company was unable to meet the conditions in the loan agreements and, therefore, was unable to apply for the government subsidies to repay the US$96.96 million at the due date of July 2022. As a result, the loan was reclassified as current as of June 30, 2025 and December 31, 2024. In addition, the Company may need to pay a penalty of US$730,359, which is equal to 5% of the cost of the land use right.

 

In June 2023, the Company pledged certain assets to the two government entities to secure the principal and related interest claims of the above-mentioned loans. The carrying amount of machinery and equipment, molds and tooling was US$8.49 million, the carrying amount of buildings was approximately US$14.12 million and the carrying amount of land use rights was US$13.78 million as of June 30, 2025.

 

The carrying value of the borrowings approximates their fair value as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, the outstanding principal of the loans were US$96.96 million and US$95.16 million, respectively. The difference in the principal was primarily due to the change in the currency exchange rate.

 

As of June 30, 2025, the Company was unable to meet the conditions in the loan agreement, therefore there are no subsidies receivable by the Company from the government. On July 2, 2025, Xiangyang High Tech Industrial Development Zone Management Committee has initiated arbitration proceedings and submitted the following claims: 1)require the Company to repay the loans and pay the penalty; 2)require the auction of the mortgaged land use right, buildings, and equipment, and seeking priority compensation from the proceeds of the auction within the scope of the aforementioned claims.

 

On September 1, 2025, the court frozen Xiangyang Yazhi’s bank deposits and ordered the auction of the mortgaged assets. The Company plans to repay the US$96.96 million as well as the penalty of US$730,359 with the proceeds of the auction. As of September 29, 2025, the auction procedure was not started yet.

 

18. ACCRUED POST-EMPLOYMENT AND TERMINATION BENEFITS

 

The Company pays post-employment obligations to its retired employees. In addition, the Company is committed to make periodic benefits payments to certain former employees, who were terminated or early retired. These benefits are only applicable to the qualifying employees.

 

As of December 31, 2024, the Company had three defined benefit, non-contributory retirement or termination plans that cover qualifying employees. These defined benefit plans provide benefits to covered individuals satisfying certain age and/or service requirements. The three benefit plans are as follows:

 

(i) Plan 1: Post-employment benefits for civil retirees, retirees and internal retirees in 2019 restructure;

 

(ii) Plan 2: Termination benefits for internal retirees in 2019 restructure;

 

(iii) Plan 3: Post-employment benefits for retirees and active employees granted after 2019;

In March 2025, to cut costs and boost productivity, the Company launched the 2025 Employee Placement Project (the “2025 Project”) targeting all retirees and active employee under Plan 3. The 2025 Project was approved by the meeting of all employee representatives on March 25, 2025. Under this project, all the post-employment benefits under Plan 3 were terminated. Instead, the Company has offered multiple termination benefits:

 

(iv) Plan 4: Post-employment benefits for retirees and internal retirees in 2025 Project;

 

(v) Plan 5: Termination benefits for internal retirees in 2025 Project;

 

33

 

For the remaining active employees in Plan 3, their employment shall be terminated with a lump-sum termination compensation of US$11.65 million for a short period of time. As of June 30, 2025, the Company has paid the compensation for these employees.

 

The Company terminated Plan 3 on June 30, 2025. This change has been accounted for curtailment as of June 30, 2025 and has been recognized immediately. The unrecognized accumulated other comprehensive income is recognized immediately in profit or loss.

 

Plan 4 and Plan 5 were established on June 30, 2025. This change has been accounted for termination benefits as of June 30, 2025, and has been recognized immediately.

 

According to the policy of gradually raising retirement age and “Measures of the State Council on Gradually Raising the Statutory Retirement Age” (referred to as the “Measures”), the statutory retirement age has been changed since January 1, 2025. The change of the Company’s benefits has occurred pursuant to the Measures since December 31, 2024. The above change has no influence on Plan 1 and 2. The effect on Plan 3 has been accounted for as past service cost on December 31, 2024 and amortized during the average expected future working lifetime of corresponding members under ASC 715.

 

The principal assumptions used for the purposes of the actuarial valuations are as follows:

 SCHEDULE OF ASSUMPTIONS USED FOR ACTUARIAL VALUATIONS

    June 30, 2025     December 31, 2024     June 30, 2024  
    (Unaudited)     (Audited)     (Unaudited)  
Discount rate     1.75% / 1.50%       1.25%-1.75 %     1.75%-2.25 %
Mortality rate     (2010-2013) - CL5/CL6 up 2 years*  
Annual withdrawal rate     3.00 %     3.00 %     3.00 %
Annual increase rate of supplemental medical benefits     6.00 %     6.00 %     6.00 %
Annual increase rate of social insurance, housing fund and EAP     8.00 %     8.00 %     8.00 %

 

 * China Life Insurance Mortality Table (2010-2013)

 

Movements in the present value of the retirement and supplemental benefit obligations during the six months ended June 30, 2025 and 2024 are as follows:

 SCHEDULE OF RETIREMENT AND SUPPLEMENTAL BENEFIT OBLIGATIONS

    For the six months ended  
    June 30, 2025     June 30, 2024  
    US$’000     US$’000  
    (Unaudited)     (Unaudited)  
Beginning of period     45,273       52,350  
Service costs     40       39  
Interest costs     302       554  
Benefits paid     (3,716 )     (4,151 )
Actuarial loss arising from changes in financial assumptions     (1,099 )     134  
Termination Benefits     39,136       -  
Gain due to curtailment     (1,846 )     -  
Translation adjustment     1,264       (1,181 )
End of period     79,354       47,745  

 

34

 

The amount of retirement and supplemental benefit obligations recognized in the consolidated balance sheets are determined as follows:

 SCHEDULE OF RETIREMENT AND SUPPLEMENTAL BENEFIT OBLIGATION IN CONSOLIDATED BALANCE SHEET

    June 30, 2025    

December 31, 2024

 
    US$’000     US$’000  
    (Unaudited)     (Audited)  
End of period/year     79,354       45,273  
Less: net amount due within one year (Note 16)     (11,658 )     (7,839 )
Net amount due after one year     67,696       37,434  

 

The following amounts were recorded in the consolidated statements of operations as components of the benefit cost for this period:

 SCHEDULE OF CONSOLIDATED STATEMENTS OF OPERATIONS COMPONENTS

             
    For the six months ended  
    June 30, 2025     June 30, 2024  
    US$’000     US$’000  
    (Unaudited)     (Unaudited)  
Service costs     40       39  
Interest costs     302       554  
Amortization of actuarial losses     605       6  
Amortization of past service cost     (99 )     57  
Termination Benefits(i)     39,136       -  
Gain due to curtailment(i)     (1,846 )     -  
Immediate recognition of actuarial (gains) losses     (849 )     1,121  
Benefit cost for this period     37,289       1,777  

 

(i) It is the immediate recognition of benefit cost due to the 2025 Project.

 

The following amounts were recorded in the other comprehensive income of the consolidated statements of comprehensive loss:

 SCHEDULE OF AMOUNTS RECORDED IN OTHER COMPREHENSIVE INCOME OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

             
    For the six months ended  
    June 30, 2025     June 30, 2024  
    US$’000     US$’000  
    (Unaudited)     (Unaudited)  
Actuarial (gain) loss arising from changes in financial assumptions     (250 )     157  
Amortization recognized in net period benefit cost     (506 )     (63 )
Total     (756 )     94  

 

During the six months ended June 30, 2025 and 2024, the Company made cash payments of US$3.72 million and US$4.15 million, respectively, to settle part of the liabilities of the defined benefit plans.

 

35

 

19. ORDINARY SHARES AND STATUTORY RESERVE

 

In January and February 2025, the Company had issued 1,678,572 and 2,107,973 Class A Ordinary Shares, par value US$0.003 per share, in connection with the Private Placement and the cashless exercise of the accompanying warrants in. The gross proceeds to the Company from the Private Placement, amounting to approximately US$2.82 million, or US$2.51 million after deducting estimated offering expenses.

 

On March 15, 2025, the Company had issued 23,255,814 Class A Ordinary Shares to purchase the equity interest in Too Express that is discussed in Note 1(b).

 

In March 2025, the Company had cancelled 1,624,910 Class A Ordinary Shares and issued 1,600,000 Class B Ordinary Shares that are discussed in Notes 1(c).

 

As of June 30, 2025 and December 31, 2024, Chijet Motor had issued 30,889,110 and 5,471,661 Class A ordinary shares, of which outstanding Class A ordinary shares of 30,887,525 and 5,470,076, respectively. Chijet Motor had 1,600,000 and nil issued and outstanding Class B ordinary shares as of June 30, 2025 and December 31, 2024. Share data as of June 30, 2025 and December 31, 2024 have been retroactively restated to give effect to the 1-for-30 reverse stock split and the reclassification of ordinary shares on June 28, 2024 that are discussed in Notes 1(c) and 1(d), respectively.

 

(a) Warrants

 

GT Warrants

 

The following table summarizes the changes in the number of warrants outstanding during the six months ended June 30, 2025:

 SUMMARY OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING

         

Weighted

average

    Total  
    Number     unit price     price  
                US$’000  
                   
Balance of warrants - December 31, 2024     148,334     $ 60     $ 8,900  
                         
Balance of warrants - June 30, 2025     148,334     $ 60     $ 8,900  
                         
Balance of warrants exercisable - June 30, 2025     148,334     $ 60     $ 8,900  

 

On February 15, 2022, pursuant to a financial advisory agreement, Shandong Baoya issued a common stock purchase warrant to Greentree to purchase 166,667 of its shares at an exercise price of US$60.00 per share. On June 1, 2023, in connection with the closing of the Business Combination, the Company assumed the obligations of Shandong Baoya under the financial advisory agreement, by executing an assumption and amendment to the common stock purchase warrant by and among the Company, Shandong Baoya, and Greentree. In accordance with ASC 815-40, the warrants are classified as equity and the relative fair value of approximately US$22.9 million was recognized gradually over the service term from February 15, 2022 to December 31, 2022. As of December 31, 2022, US$22.9 million was recognized as additional paid-in capital. The estimated fair value was determined using the Black-Scholes Option Pricing Model which is based on the value of the underlying ordinary shares at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying ordinary shares. 18,333 of warrants have been exercised in 2023. 

 

36

 

The Company used the following assumptions to estimate the fair value of warrants granted under the financial advisory agreement:

 SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED

    At February 15, 2022  
       
Risk-free interest rate     1.72 %
Expected volatility     60.00 %
Expected term (in years)     5  
Expected dividend yield     0.00 %

 

I-Bankers Warrants

 

The following table summarizes the changes in the number of warrants outstanding during the six months ended June 30, 2025:

 SUMMARY OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING

         

Weighted

average

    Total  
    Number     unit price     price  
                US$’000  
                   
Balance of warrants - December 31, 2024     13,800     $ 360     $ 4,968  
                         
Balance of warrants – June 30, 2025     13,800     $ 360     $ 4,968  

 

On December 9, 2021, JWAC issued to I-Bankers warrants to purchase 13,800 shares of its Class A common stock, exercisable at $360.00 per share (“Representative’s Warrants”), in connection with its services as the representative of the underwriters for the IPO and as a result of the full exercise of the over-allotment option. The fair value of the Representative’s Warrants was estimated to be approximately US$1.09 million (or US$78.78 per warrant) using the Black-Scholes option-pricing model. Upon completion of the Business Combination, all of the Representative’s Warrants were exchanged for a substantially similar warrant to purchase an equal number of Chijet Motor ordinary shares on the same terms and conditions as the original warrant, exercisable at $360.00 per share for five years.

 

The Company used the following assumptions to estimate the fair value of warrants:

 SCHEDULE OF ASSUMPTIONS TO ESTIMATE FAIR VALUE OF WARRANTS GRANTED

    At December 9, 2021  
       
Risk-free interest rate     1.18 %
Expected volatility     35.00 %
Expected term (in years)     5  
Expected dividend yield     0.00 %

 

(b) Treasury stock

 

Chijet Inc. entered into unsecured promissory notes (“Promissory Notes”) in the principal amount of US$1.38 million and US$1.18 million with JWAC on December 5, 2022 and March 6, 2023, respectively. The Promissory Notes were non-interest bearing and payable in cash upon the earlier of the closing of the Business Combination and the date of liquidation of JWAC. According to the letter signed by JWAC and Chijet Inc. on June 1, 2023, JWAC repaid US$500,000 by delivering 1,585 shares of its Class A common stock (“JWAC Common Stock”), par value US$0.003 per share, each share valued at the Redemption Price and US$2.06 million in cash to Chijet Inc. As a result of the Share Exchange, Chijet Inc.’s investment in JWAC was changed to the investment in Chijet Motor, Chijet Inc.’s parent company. The effect in essence is that a subsidiary, Chijet Inc., holds an investment in its parent company’s (Chijet Motor) ordinary shares. According to presentation guidance in ASC 810-10-45-5, these 1,585 shares have been transferred to treasury shares of the Company.

 

37

 

(c) Statutory Reserves and Restricted Net Asset

 

The Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in the PRC is subject to limitations, procedures, and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in PRC.

 

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with PRC GAAP. Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve may be applied against prior year losses, if any, and may be used for general business expansion, production, or increase in registered capital but are not distributable as cash dividends.

 

For the six months ended June 30, 2025 and 2024, the Company’s PRC subsidiaries did not make any appropriations to their statutory reserves. As of June 30, 2025 and December 31, 2024, the accumulated balance of the statutory reserves was US$6.66 million.

 

In accordance with the safety production regulations, the Company’s subsidiaries in China have to make appropriations as a special reserve which will only be used for the enhancement of safety production environment and improvement of facilities. As of June 30, 2025 and December 31, 2024, the accumulated balance of special reserves, which is included in the accumulated deficit, was approximately US$572,827 and US$585,240, respectively.

 

Because the Company’s entities in the PRC can only pay dividends out of distributable profits reported in accordance with PRC accounting standards, the Company’s entities in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital, statutory reserves, special reserve and additional paid-in capital of the Company’s entities in the PRC. The aggregate amount of paid-in capital and additional paid-in capital, which is the amount of net assets of the Company’s entities in the PRC not available for distribution, were US$148.30 million and US$148.31 million, as of June 30, 2025 and December 31, 2024, respectively.

 

20. INCOME TAXES

 

Enterprise income tax

 

Cayman Islands

 

Under the current laws of the Cayman Islands, Chijet Motor is not subject to tax on income or capital gain. Additionally, upon payments of dividends to shareholders, no Cayman Islands withholding tax will be imposed.

 

British Virgin Islands

 

The Company’s subsidiary, Baoya Technology Holdings Limited is incorporated in the BVI and under the current laws of the BVI, Baoya Technology Holdings Limited is not subject to tax on income or capital gain. In addition, payments of dividend by the subsidiary to its shareholders are not subject to withholding tax in the BVI.

 

38

 

Hong Kong

 

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary, Baoyaev Group Limited, is subject to 16.5% income tax on its taxable income generated from operations in Hong Kong. On December 29, 2017, Hong Kong government announced a two-tiered profit tax rate regime. Under the two-tiered tax rate regime, the first HKD $2.0 million assessable profits will be subject to an 8.25% lower tax rate and remaining taxable income will continue to be taxed at the existing 16.5% tax rate. The two-tiered tax regime became effective in 2018. The application of the two-tiered rates is restricted to only one nominated enterprise among connected entities. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong for any of the periods presented.

 

The PRC

 

The Company’s subsidiaries that are incorporated in the PRC are subject to Corporate Income Tax (“CIT”) on the taxable income as reported in their respective statutory financial statements adjusted in accordance with the new PRC Enterprise Income Tax Laws (“PRC Income Tax Laws”) effective from January 1, 2008. Pursuant to the PRC Income Tax Laws, most of the Company’s PRC subsidiaries are subject to a CIT statutory rate of 25%. Shandong Baoya and FAW Jilin were subject to a CIT statutory rate of 15% due to their qualifications as high and new technology enterprises in 2024 and 2025.

 

For the six months ended on June 30, 2025 and 2024, income tax expenses were both nil.

 

Reconciliations of the income tax expenses (benefits) computed by applying the PRC statutory income tax rate of 25% to the Company’s income tax expenses of the period presented are as follows:

 SCHEDULE OF RECONCILIATIONS OF INCOME TAX EXPENSES (BENEFITS)

    June 30, 2025     June 30, 2024  
    US$’000     US$’000  
    (Unaudited)     (Unaudited)  
Loss before income tax expenses     (61,489 )     (31,523 )
Income tax benefits computed at the PRC statutory income tax rate of 25%     (15,372 )     (7,881 )
Use of NOL     -       (98 )
Effect of additional deduction for qualified R&D expenses     (40 )     (269 )
Effect of changes in asset value     283       332  
Non-deductible expenses     24       48  
Changes in valuation allowance and others     15,105       7,868  
Income tax expenses     -       -  

 

The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will be more-likely-than-not realized. This assessment considers, among other matters, the nature, frequency and severity of recent loss and forecasts of future profitability. These assumptions require significant judgment, and the forecasts of future taxable income are consistent with the plans and estimates the Company is using to manage the underlying businesses. The statutory income tax rate of 25% or applicable preferential income tax rates were applied when calculating deferred tax assets.

 

39

 

The Company’s deferred tax assets (liabilities) consisted of the following components:

 SCHEDULE OF DEFERRED TAX ASSETS (LIABILITIES)

    June 30, 2025    

December 31,

2024

 
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Deferred tax assets                
Net operating loss carryforwards     203,421       187,327  
Accrued warranty     24       61  
Accrued expenses     17,126       13,235  
Investment loss     -       764  
Inventory impairment     2,329       2,314  
Fixed assets impairment provision     849       844  
Bad debts     68       58  
Accrued payroll     16,716       9,358  
Subtotal     240,533       213,961  
                 
Fair value change of fixed assets     (9,334 )     (9,508 )
Fair value change of intangible assets     (3,536 )     (3,560 )
Total deferred tax liabilities     (12,870 )     (13,068 )
                 
Net deferred tax assets     227,663       200,893  
Less: valuation allowance     (227,663 )     (200,893 )
Deferred tax assets, net of valuation allowance     -       -  

 

A valuation allowance is provided against deferred tax assets when the Company determines that it is more-likely-than-not that the deferred tax assets will not be utilized in the future.

 

The Company has tax losses arising in Mainland China of US$823.80 million that will expire in one to ten years that are available for deduction against future taxable profits.

 

21. RELATED PARTIES

 

The principal related parties of which the Company as of June 30, 2025 are as follows:

 

(a) Relationship:

 

Name of Entity or Individual   Relationship with the Company
     
Jilin FAW Baosteel Auto Steel Parts Co., Ltd.   Significantly influenced by the Company
Jilin Jiqi-Longshan Automobile Chassis Co., Ltd.   Significantly influenced by the Company
Zhang Jiannong   Shareholder
Wang Qingjun   Shareholder
Euroamer Kaiwan Technology Company Limited   Shareholder
Chijet Holdings Limited   Shareholder
Mu Hongwei   Principal Owner/Director
John Chiang   Shareholder
Simon Pang   Shareholder
Li Wen   Shareholder
Liu Ying   Shareholder
Wang Wenbo   Independent Director
Wang Na   Independent Director
Wang Wanli   Independent Director
Zhang Jing   Independent Director
China FAW Co., Ltd.   Non-controlling interest shareholder
Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd.   Non-controlling interest shareholder
Qiming Information Technology Co., Ltd.   Affiliate of non-controlling interest shareholder
FAW Bestune Car Co., Ltd.   Affiliate of non-controlling interest shareholder
FAW-Volkswagen Automobile Co., Ltd.   Affiliate of non-controlling interest shareholder
FAW Mould Manufacturing Co., Ltd.   Affiliate of non-controlling interest shareholder
FAW Logistics (Changchun Lushun) Storage and Transportation Co., Ltd.   Affiliate of non-controlling interest shareholder
FAW Logistics Co., Ltd.   Affiliate of non-controlling interest shareholder
Changchun FAW International Logistics Co., Ltd.   Affiliate of non-controlling interest shareholder
China FAW Technology Center   Affiliate of non-controlling interest shareholder
China FAW Group Co., Ltd.   Affiliate of non-controlling interest shareholder
China FAW Group Import & Export Co., Ltd.   Affiliate of non-controlling interest shareholder
FAW Finance Co., Ltd.   Affiliate of non-controlling interest shareholder
Changchun Wisdom Bus Branch of FAW Jiefang Automobile Co., Ltd.   Affiliate of non-controlling interest shareholder
FAW Equity Investment (Tianjin) Co., Ltd.   Affiliate of non-controlling interest shareholder
Yantai Public Transportation Co., Ltd.   Significantly influence the Company
Shandong Zhanpuce Management Consulting   Significantly influenced by non-controlling interest shareholder
Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd.   Significantly influenced by non-controlling interest shareholder
Jinan Haiyun Investment Consulting Co., Ltd.   Significantly influenced by non-controlling interest shareholder
Machinery Industry Ninth Design and Research Institute Co., Ltd.   Significantly influenced by non-controlling interest shareholder
FAW Bus (Dalian) Co., Ltd.   Significantly influenced by non-controlling interest shareholder

 

40

 

(b) The following tables indicate the transactions that have been entered into with related parties:

 SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES

i) Balance Sheets

 

    Accounts and notes receivable from related parties     Other current assets from related parties     Amounts due from related parties     Accounts and notes payable to related parties     Contract liabilities to related parties     Accruals and other current liabilities to related parties     Loans attributable to related parties  
    As of June 30, 2025 (Unaudited)  
    US$’000  
    Accounts and notes
receivable from related parties
    Other
current
assets from related parties
    Amounts
due from
related
parties
    Accounts
and notes payable to related parties
    Contract
liabilities to related parties
    Accruals
and other
current
liabilities
to related
parties
    Loans
attributable
to related
parties
 
Significantly influenced by the Company                                                        
Jilin FAW Baosteel Auto Steel Parts Co., Ltd.     -       -       -       3       -       -       -  
Jilin Jiqi-Longshan Automobile Chassis Co., Ltd     -       -       -       55       118       -       -  
                                                         
Independent Directors                                                        
Wang Wenbo     -       -       -       -       -       113       -  
Wang Na     -       -       -       -       -       42       -  
Wang Wanli     -       -       -       -       -       42       -  
Zhang Jing     -       -       -       -       -       42       -  
                                                         
Non-controlling interest shareholder                                                        
China FAW Co., Ltd.     74       -       35,630       144       -       -       -  
Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd.     -       -       -       -       -       1,652       3,871  
                                                         
Affiliate of non-controlling interest shareholder                                                        
Qiming Information Technology Co., Ltd.     -       -       -       80       -       179       -  
FAW Bestune Car Co., Ltd.     87       -       -       76       -       -       -  
FAW Mould Manufacturing Co., Ltd.     -       -       -       37,765       -       -       -  
FAW Logistics (Changchun Lushun) Storage and Transportation Co., Ltd.     -       -       -       2,688       -       90       -  
FAW Logistics Co., Ltd.     -       -       -       2,755       -       -       -  
Changchun FAW International Logistics Co., Ltd.     -       -       -       371       -       626       -  
China FAW Group Co., Ltd.     -       -       -       -       -       24,980       -  
China FAW Group Import & Export Co., Ltd.     22       -       -       83       59       26       -  
FAW Finance Co., Ltd.     -       -       -       -       -       33,810       160,739  
                                                         
Significantly influenced the Company                                                        
Yantai Public Transportation Co., Ltd.     -       -       -       -       -       40,473       103,300  
                                                         
Significantly influenced by non-controlling interest shareholder                                                        
Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd     -       -       -       -       -       110       1,815  
Jinan Haiyun Investment Consulting Co., Ltd                                             196       1,396  
Machinery Industry Ninth Design and Research Institute Co., Ltd.     -       -       -       126       -       -       -  
FAW Bus (Dalian) Co., Ltd.     -       -       -       -       751       -       -  
                                                         
Other     -       471       66       29       79       23       -  
                                                         
Total     183       471       35,696       44,175       1,007       102,404       271,121  

 

41

 

    Accounts and notes receivable from related parties    

Other

current

assets

from

related

parties

   

Amounts
due from

related

parties

   

Accounts and notes

payable to related parties

    Contract
liabilities to related parties
   

Accruals

and other

current

liabilities
to related
parties

   

Loans

attributable
to related

parties

 
    As of December 31, 2024 (Audited)  
    US$’000  
    Accounts and notes
receivable from related parties
   

Other

current

assets

from

related

parties

   

Amounts
due from

related

parties

   

Accounts and notes

payable to related parties

    Contract
liabilities to related parties
   

Accruals

and other

current

liabilities
to related
parties

   

Loans

attributable
to related

parties

 
                                           
Shareholders                                                        
Euroamer Kaiwan Technology Company Limited     -       -       -       -       -       1,130       -  
Chijet Holdings Limited     -       -       -       -       -       570       -  
Ying Liu     -       -       -       -       -       13       -  
                                                         
Significantly influenced by the Company                                                        
Jilin FAW Baosteel Auto Steel Parts Co., Ltd.     -       33       -       -       -       -       -  
Jilin Jiqi-Longshan Automobile Chassis Co., Ltd.     1       266       -       272       89       -       -  
                                                         
Independent Directors                                                        
Wang Wenbo     -       -       -       -       -       63       -  
Huimin Li     -       -       -       -       -       13       -  
                                                         
Non-controlling interest shareholder                                                        
China FAW Co., Ltd.     2       -       38,661       141       -       -       -  
Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd.     -       -       -       -       -       1,529       3,799  
                                                         
Affiliate of non-controlling interest shareholder                                                        
Qiming Information Technology Co., Ltd.     -       -       -       79       -       133       -  
FAW Bestune Car Co., Ltd.     84       -       -       75       -       -       -  
FAW-Volkswagen Automobile Co., Ltd.     5       -       -       -       -       -       -  
FAW Mould Manufacturing Co., Ltd.     -       -       -       38,904       -       -       -  
FAW Logistics (Changchun Lushun) Storage and Transportation Co., Ltd.     -       -       -       2,638       -       89       -  
FAW Logistics Co., Ltd.     -       -       -       2,703       -       -       -  
Changchun FAW International Logistics Co., Ltd.     -       -       -       364       -       614       -  
China FAW Group Co., Ltd.     -       -       -       -       -       24,516       -  
China FAW Group Import & Export Co., Ltd.     22       -       -       81       58       25       -  
FAW Equity Investment (Tianjin) Co., Ltd.     -       -       -       -       -       -       2,345  
FAW Finance Co., Ltd.     -       -       -       -       -       28,713       157,751  
                                                         
Significantly influence the Company                                                        
Yantai Public Transportation Co., Ltd.     -       -       -       -       -       36,408       101,380  
                                                         
Significantly influenced by non-controlling interest shareholder                                                        
Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd.     -       -       -       -       -       119       1,781  
Jinan Haiyun Investment Consulting Co., Ltd.     -       -       -       -       -       151       1,369  
Machinery Industry Ninth Design and Research Institute Co., Ltd.     -       -       -       124       -       -       -  
FAW Bus (Dalian) Co., Ltd.     -       -       -       2       738       -       -  
                                                         
Other     -       465       4       27       76       -       -  
                                                         
Total     114       764       38,665       45,410       961       94,086       268,425  

 

42

 

ii) Operations

 

    Sales of
goods
    Purchase
of goods
    Interest
Expense
    Sales of
goods
    Purchase
of goods
    Interest
Expense
 
    For the six months ended
June 30, 2025 (Unaudited)
    For the six months ended
June 30, 2024 (Unaudited)
 
    US$’000     US$’000  
    Sales of
goods
    Purchase
of goods
    Interest
Expense
    Sales of
goods
    Purchase
of goods
    Interest
Expense
 
Significantly influenced by the Company                                                
Jilin FAW Baosteel Auto Steel Parts Co., Ltd.     -       31       -       -       4,322       -  
Jilin Jiqi-Longshan Automobile Chassis Co., Ltd     45       -       -       164       -       -  
                                                 
Non-controlling interest shareholder                                                
China FAW Co., Ltd.     21       -       -       39       -       -  
Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd.     -       -       93       -       -       94  
                                                 
Affiliate of non-controlling interest shareholder                                                
Yantai Guofeng Investment Holding Group Co., Ltd.     -       -       -       -       -       3,370  
Nanjing Shengnuo Biotechnology Industry Company Ltd     -       -       -       -       -       46  
Qiming Information Technology Co., Ltd.     -       -       -       -       46       -  
FAW Bestune Car Co., Ltd.     -       42       -       -       -       -  
FAW-Volkswagen Automobile Co., Ltd.     -       -       -       42       -       -  
FAW Finance Co., Ltd.     -       -       4,497       -       -       4,449  
                                                 
Significantly influence the Company                                                
Yantai Public Transportation Co., Ltd.     -       -       3,334       -       -       -  
                                                 
Significantly influenced by non-controlling interest shareholder                                                
Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd     -       -       59       -       -       46  
Jinan Haiyun Investment Consulting Co., Ltd     -       -       42       -       -       72  
                                                 
Other     -       23       -       -       80       -  
                                                 
Total     66       96       8,025       245       4,448       8,077  

 

43

 

(c) The following table consists of the financing that the Company has entered into with related parties:

SCHEDULE OF FINANCING WITH RELATED PARTIES 

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Significantly influence the Company                
Yantai Public Transportation Co., Ltd. (i)     103,300       101,380  
                 
Affiliate of non-controlling interest shareholder                
FAW Finance Co., Ltd. (ii)     160,739       157,751  
FAW Equity Investment (Tianjin) Co., Ltd. (iii)     -       2,345  
                 
Non-controlling interest shareholder                
Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. (iv)     3,871       3,799  
                 
Significantly influenced by non-controlling interest shareholder                
Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd. (v)     1,815       1,781  
Jinan Haiyun Investment Consulting Co., Ltd. (vi)     1,396       1,369  
                 
Total     271,121       268,425  

 

(i) In December 2019, Shandong Baoya entered into loans with Yantai Guofeng Investment Holding Group Co., Ltd. (“Yantai Guofeng”). The loans bear an interest rate of 6.5%. Pursuant to the loan agreements, if Shandong Baoya meets certain development conditions, part of the loans could be transferred to a government subsidy, and the relevant interest would be waived. None of the conditions were met. For the six months ended June 30, 2025 and 2024, the principal amount converted to government subsidies were nil. On December 31, 2024, Shandong Baoya was notified that Yantai Guofeng has transferred its creditor’s rights in Shandong Baoya to Yantai Public Transportation Co., Ltd. (“Yantai Trans”). On February 10, 2025, Yantai Trans filed an application for property preservation with the Yantai Intermediate Court, which resulted in the freezing of Shandong Baoya’s land use right. The net value of the frozen land use right was US$25.84 million as of June 30, 2025.

 

(ii) During May 2020, FAW Jilin entered into mortgage loans with FAW Finance Co., Ltd. The loans bear interest of 3.915% and mature gradually from 2022 to 2025. Pursuant to the agreements, FAW Jilin will make four installment payments of US$40.18 million (each for the remaining principal balance). On November 1, 2022, 2023 and 2024, FAW Jilin defaulted on this mortgage loan. As a result, pursuant to the agreement, there will be penalties for unpaid interest, and the annual interest rate for the default principal increased to 5.0895% from 3.915%. The following table illustrates the carrying amount of the loan and the property, plant and equipment and land use right, pledged by the Company to secure the borrowings as of June 30, 2025 and December 31, 2024.

 

(iii) On December 19, 2024, FAW Jilin entered a mortgage loan of US$ 2.39 million with FAW Equity Investment (Tianjin) Co., Ltd. The loan bears interest of 3.10% and will mature in one year. As of June 30, 2025, FAW Jilin the mortgaged land use right has been disposed to repay the principal.

 

(iv) In 2016, Dezhou Yarui entered into a related party mortgage loan with Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. (“Dezhou Jingtai”). The loan was originally due on October 31, 2026. In March 2022, pursuant to the loan agreement, Dezhou Jingtai filed a request in court that the Company repay the loan in advance. In April 2022, the Company reached a settlement agreement with Dezhou Jingtai. Pursuant to the settlement agreement, the outstanding balance of US$4.62 million will bear an annual interest rate of 4.9% and will be repaid in four installments, with each payment amount of US$1.16 million on and before August 1, 2024. As of March 24, 2023, the Company partially paid the first installment, which was due on February 1, 2023. In August 2023, Dezhou Yarui entered into an agreement with Dezhou Jingtai to settle the remaining amount due. The following table illustrates the carrying amount of the loan and the machine and equipment pledged by the Company to secure the borrowings as of June 30, 2025 and December 31, 2024. On August 13, 2025, Dezhou Jingtai applied to the court for the auction of the collateralized assets of Dezhou Yarui. The auction process began on August 25, 2025 and has not yet concluded as of September 29, 2025.

 

(v) In August and October 2023, Shandong Baoya entered into two loans totaling US$558,378 with Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd.(“Jiankangdadi”). The loans bear interest of 10% and the due dates were on December 31, 2023 and April 23, 2024. As of September 29, 2025, the US$418,784 loan had its maturity extended to June 30, 2025 and the interest rate was decreased to 6.5%. The due date of the US$139,595 loan was extended to October 23, 2025, and the interest rate was decreased to 6.5%.

 

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
    (Unaudited)     (Audited)  
Collateralized by the FAW Jilin factory and land use right with the carrying value of US$57.91 million and US$58.94 million, as of June 30, 2025 and December 31, 2024.     48,858       47,950  
Collateralized by the machinery and equipment, molds and tooling, other logistic equipment of FAW Jilin with carrying value of US$18.04 million and US$ 19.29 million as of June 30, 2025 and December 31, 2024.     97,000       95,197  
Credit loan, no collateralized items.     14,881       14,604  
Total     160,739       157,751  

 

44

 

Maturity date The loans mature gradually from November 1, 2022 to November 1, 2025.
   
Interest Rate and default rate The loans bear an annual interest rate of 3.915% and the interest rate for the default principal is 5.0895%
   
Interest expense The interest expenses were US$4.50 million and US$4.45 million for the six months ended June 30, 2025 and 2024 respectively.

 

(iii) On December 19, 2024, FAW Jilin entered a mortgage loan of US$ 2.39 million with FAW Equity Investment (Tianjin) Co., Ltd. The loan bears interest of 3.10% and will mature in one year. As of June 30, 2025, FAW Jilin the mortgaged land use right has been disposed to repay the principal.

 

(iv) In 2016, Dezhou Yarui entered into a related party mortgage loan with Dezhou Economic and Tech Development Zone Jingtai Investment Co., Ltd. (“Dezhou Jingtai”). The loan was originally due on October 31, 2026. In March 2022, pursuant to the loan agreement, Dezhou Jingtai filed a request in court that the Company repay the loan in advance. In April 2022, the Company reached a settlement agreement with Dezhou Jingtai. Pursuant to the settlement agreement, the outstanding balance of US$4.62 million will bear an annual interest rate of 4.9% and will be repaid in four installments, with each payment amount of US$1.16 million on and before August 1, 2024. As of March 24, 2023, the Company partially paid the first installment, which was due on February 1, 2023. In August 2023, Dezhou Yarui entered into an agreement with Dezhou Jingtai to settle the remaining amount due. The following table illustrates the carrying amount of the loan and the machine and equipment pledged by the Company to secure the borrowings as of June 30, 2025 and December 31, 2024. On August 13, 2025, Dezhou Jingtai applied to the court for the auction of the collateralized assets of Dezhou Yarui. The auction process began on August 25, 2025 and has not yet concluded as of September 29, 2025.

 

    June 30, 2025     December 31, 2024  
    US$’000     US$’000  
      (Unaudited)       (Audited)  
                 
Collateralized by buildings, machinery and equipment, land use right of Dezhou Yarui. The carrying amounts of machinery and equipment pledged to secure the borrowings as of June 30, 2025 and December 31, 2024 were US$606,704 and US$689,814, respectively. The carrying amount of buildings and land use rights pledged to secure the borrowings as of June 30, 2025 and December 31, 2024 were US$1.58 million and US$1.22 million, respectively.     3,871       3,799  

 

Maturity date The outstanding balance was due on August 1, 2024.
   
Interest Rate The loans bear an annual interest rate of 4.9%
   
Interest expense (One loan thus no weighted average rate) The interest expenses were US$92,905 and US$93,906 for the six months ended June 30, 2025 and 2024 respectively.
   
Others For the six months ended June 30, 2025, the Company has paid nil.

 

(v) In August and October 2023, Shandong Baoya entered into two loans totaling US$558,378 with Shandong Jiankangdadi Enterprise Management Consulting Co., Ltd.(“Jiankangdadi”). The loans bear interest of 10% and the due dates were on December 31, 2023 and April 23, 2024. As of September 29, 2025, the US$418,784 loan had its maturity extended to June 30, 2025 and the interest rate was decreased to 6.5%. The due date of the US$139,595 loan was extended to October 23, 2025, and the interest rate was decreased to 6.5%.

 

45

 

Additionally, on January 16, 2024, January 19, 2024, and March 25, 2024, Shandong Baoya entered three loans with Jiankangdadi. The loans bear interest of 6.5%. The total of the three loans was US$1.26 million, where the due dates are January 15, 2025, January 28, 2025 and March 24, 2025, respectively. As of September 29, 2025, the due dates were further extended to January 15, 2026, January 28, 2026 and March 24, 2026 with the interest rate of 6.5%.

 

On November 25, 2024, Jiankangdadi filed an application with the Lixia People’s Court of Jinan City to freeze Shandong Baoya’s 4.5% equity interest in Xiangyang Yazhi equivalent to the outstanding principal of US$628,176 to secure the borrowings. The freeze order is effective from November 29, 2024 to November 28, 2027.

 

(vi) In August and September 2023, Shandong Baoya entered two loans amounting to US$1.40 million with Jinan Haiyun Investment Consulting Co., Ltd. The loans bear interest of 10%. The due dates were February 22, 2024 and March 24, 2024, respectively. As of September 29, 2025, the due dates were extended to February 22, 2026 and March 24, 2026, respectively. The interest rate was decreased to 6%.

 

On December 3, 2024, Jinan Haiyun filed an application with the Lixia People’s Court of Jinan City to freeze Shandong Baoya’s 2% equity interest in FAW Jilin equivalent to the outstanding principal of US$1.54 million to secure the borrowings. The freeze order is effective from December 4, 2024 to December 3, 2027.

 

(d) Compensation to independent directors

 

The following table consists of the number of shares and the total amount of compensation to independent directors:

SCHEDULE OF COMPENSATION TO RELATED PARTIES 

    June 30, 2025 (Unaudited)     June 30, 2024 (Unaudited)  
    Issued shares     Cash     Issued shares     Cash  
          US$’000           US$’000  
                         
John Chiang     -     $ -       167     $ 12.5  
Simon Pang     -     $ -       167     $ 12.5  
Li Wen     -     $ -       167     $ 12.5  
Liu Ying     -     $ -       167     $ 25  
Liu Huimin     -     $ -       -     $ 12.5  
Wang Wenbo     -     $ 25       -     $ 6.25  
Wang Na     -     $ 20.83       -       -  
Wang Wanli     -     $ 20.83       -       -  
Zhang Jing     -     $ 20.83       -       -  
Total     -     $ 87.49       668     $ 81.25  

 

The Company appointed four independent directors in 2023 and offered each of the director compensation amounting to US$100,000 for one year. US$50,000 of the compensation was payable in cash and US$50,000 was payable by the issuance of the Company’s ordinary shares. On March 31, 2023, the offer letter (“2023 Contract”) took effect. The compensation is payable in arrears on a semi-annual basis, with the payment of US$25,000 in cash and ordinary shares of the Company valued at US$25,000. On June 1, 2023, the Company issued to each independent director 167 ordinary shares of Chijet under the offer letter, with each share valued at US$300. The contract ended as of March 31, 2024 and the total US$200,000 of compensation costs were fully paid.

 

Three independent directors resigned following the expiration of 2023 Contract, and the remaining director renewed her contract on April 8, 2024. The Company subsequently appointed two additional independent directors on April 8, 2024, and May 14, 2024, respectively. The new contract (“2024 Contract”) maintains the 2023 Contract terms. As of June 30, 2025, the Company has not yet issued shares but paid US$75,000 of compensation costs under the 2024 Contract.

 

On January 13, 2025, Ying Liu and Huimin Li resigned as independent directors of the Company. The Company subsequently appointed three independent directors, Wanli Wang, Na Wang, Jing Zhang, on January 27, 2025. The 2025 Contract maintains the 2023 Contract terms. As of June 30, 2025, the Company has not yet issued shares nor paid nil compensation costs under the 2025 Contract. On September 10, 2025, Na Wang and Jing Zhang resigned and the Company appointed Jonathan Zhang and Huijie Gao as independent directors.

 

46

 

22. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

 

The Company classified the disposal group, its subsidiary, Bijie Yabei New Energy Automobile Co., Ltd. (“Bijie Yabei”), as current assets held for sale of US$465,773 and current liabilities held for sale of US$552,111, respectively, on the face of Balance Sheet on December 31, 2024. A US$86,338 loss recycled through the consolidated income statement on December 31, 2024.

 

On January 8, 2025, the disposal date, the Company deconsolidated Bijie Yabei, resulting in the Company no longer having any ownership interest in it. Consequently, Bijie Yabei’s operating results for periods after January 8, 2025 are not included in the Consolidated Financial Statements.

 

23. COMMITMENTS AND CONTINGENCIES

 

Commitments

 

(a) Capital commitments

 

As of June 30, 2025, the Company had several capital commitments with a total contract amount of US$44.14 million, of which US$83,757 is due within one year. The capital commitment includes but is not limited to construction, equipment, and molds and tooling.

 

(b) Parts purchase commitment

 

During the six months ended June 30, 2025, the Company did not enter into new trial production and development agreements.

 

As of June 30, 2025, the Company had various agreements with various suppliers for production and development. The balance of the contractual commitments was approximately US$2.31 million and US$2.27 million as of June 30, 2025 and December 31, 2024, respectively. The Company expects to meet the commitment. However, the fulfillment of commitment cannot be guaranteed. If the Company cannot fulfill the commitment before the due date, a loss must be recognized. However, the loss amount, if any, cannot be reasonably estimated as of June 30, 2025.

 

Contingencies

 

Legal proceedings

 

As of June 30, 2025, the Company is subject to legal proceedings and regulatory actions in the ordinary course of business, such as disputes with suppliers, employees, etc. The proceedings are in the early stages. Accordingly, there is considerable uncertainty regarding the timing or ultimate resolution of such matters. Especially, for the contracts with suppliers of molds, as the condition of payment in the contracts has not been reached. Therefore, the Company does not anticipate that the final outcome arising out of any of such matters will have a material adverse effect on the consolidated balance sheets, comprehensive loss, or cash flows on an individual basis or in the aggregate.

 

On October 11, 2024, the Company was served with four separate complaints in litigations filed by four plaintiffs alleging violations of a Non-Redemption Agreement and a Contingent Value Rights Agreement that were entered into in connection with the Company’s SPAC transaction that was discussed in Note 2(dd). The four complaints demand compensation for damages and the request the transfer of ordinary shares of the Company as stipulated in their contracts. The legal proceedings are still at the preliminary stages. Accordingly, as of June 30, 2025, the Company was unable to predict the outcome of these cases or reasonably estimate a range of the possible loss, given the current status of the proceedings.

 

47

 

On January 22, 2025, the Company has received a lawsuit complaint. The Yantai Economic and Technological Development Zone Investment Attraction Bureau (the “Bureau”) alleges that Shandong Baoya did not meet the conditions for government subsidies as stipulated in the Investment Contracts signed in 2019 and 2021. Therefore, the Bureau is requesting the return of the previously issued government subsidy funds. The action remained in its preliminary stages. The Company is currently unable to determine the outcomes of these actions or any estimate of the amount or range of any potential loss, if any, associated with resolution of such lawsuits, if they proceed.

 

24. SEGMENT INFORMATION

 

The Company is principally engaged in designing, developing, manufacturing, and marketing automobiles, including fuel vehicles, hybrid vehicles and electric vehicles. The Company manages the business activities on a consolidated basis and operates in one reportable segment. The determination of a single reportable segment is consistent with the consolidated financial information regularly provided to the Group’s chief operating decision maker (CODM), which is its Chief Executive Officer.

 

The accounting policies of the segment are the same as those described in the summary of significant accounting policies in Note 2. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income (loss) that also is reported on the Company’s consolidated statements of loss.

 

The Company identifies the significant expenses within consolidated net income (loss) including cost of revenues, selling, general and administrative expenses, which are each separately presented on the Company’s consolidated statements of loss. Other segment items within consolidated net income (loss) include research and development expenses, impairment charges, other income and expenses.

 

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The Company’s long-lived assets consist primarily of property, plant and equipment, net. As the Company’s long-lived assets are substantially located in the PRC, no geographical segments are presented.

 

25. SUBSEQUENT EVENT

 

Management performed an evaluation of the Company’s activity through the date the financial statements were issued September 29, 2025, noting the following subsequent event:

 

Public Marketing Offering

 

On September 2, 2025, the Company entered into a placement agency agreement with Maxim Group LLC (the “Placement Agent”) and certain securities purchase agreements with certain investors and sale of (i) 13,560,000 Class A ordinary shares, par value US$0.003 per share; and (ii) ordinary warrants to purchase up to 13,560,000 Class A Ordinary Shares at an initial exercise price of US$0.59 per share (the “Ordinary Warrants”). Besides, the Company also agreed to issue to the Placement Agent certain warrants to purchase up to 678,000 Class A Ordinary Shares as a portion of the compensation payable to the Placement Agent (the “Placement Agent Warrants”). The Placement Agent Warrants are in substantially similar form to the Ordinary Warrants. Gross proceeds are approximately US$8.0 million, or US$7.44 million after deducting placement agent fees and other Offering expenses. This amount has been received by the Company by the end of September.

 

48

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Overview

 

We are a high-tech enterprise engaged in the research and development, manufacturing, sales, and service of new energy vehicles and traditional fuel vehicles in China. Our mission is to produce vehicles with efficient exhaust emissions, improve air quality, and benefit users and the environment. Our main operating entities include Shandong Baoya New Energy Vehicle Co., Ltd. (“Shandong Baoya”) and its holding subsidiary FAW Jilin Automobile Co., Ltd. (“FAW Jilin”). Our passenger vehicles include small cars, sedans, currently at prototype stages and sports utility vehicles, or SUVs, and our commercial vehicles include light trucks and vans. Our automobile industry group provides products and services to the entire value chain for our vehicles include R&D, manufacturing, sales and product services. We manufacture using intelligent manufacturing ecosystems, which focus on efficiency in planning, R&D, supply chain management, manufacturing, quality, and logistics.

 

Our current vehicles include the: Senya R7, V80, T80.

 

  Senya R7 is an A0-class SUV. It has a 1.5L engine and meets the National VI emission standards.
     
  V80 is a compact van. It has a stylish appearance. The power system has an electronic throttle, which can control the transmission in a more accurate and fuel-efficient way.
     
  T80 is a mini-series truck positioned for overseas markets. It is equipped with a 1.5L National V emission engine and matched with a 5-speed manual transmission.

 

We have been developing hybrid SUVs and pure electric cars. There is a large potential market for the model with its high efficiency, low fuel consumption, and long battery life. The vehicle size is 4,505×1,835×1,695mm, with a wheelbase of 2700mm, battery capacity of 17.52kWh, an internal combustion engine (ICE) of 81/110k and the cruising range of more than 1100 kilometers.

 

Going Concern

 

CHIJET MOTOR COMPANY, INC. (the “Registrant”, the “Company”, or “Chijet”)’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred net losses of US$61.49 million and US$31.52 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company has a working capital deficit of approximately US$470.83 million and for the six months ended June 30, 2025 had a cash inflow from operating activities of approximately US$1.62 million. Absent any other action, the Company will require additional liquidity to continue its operations over the next 12 months.

 

 

 

The Company is evaluating strategies to continue as a going concern including a) developing and continuously promoting a systematic financing plan including third-party financings and capital issuances, and the restructuring of existing loans to meet the Company’s future liquidity needs. As of September 5, 2025, the Company has raised US$8.0 million through the public offering pursuant to the Company’s effective registration statement on Form F-3 (Registration Statement No. 333-281314); b) increasing market acceptance of the Company’s products to boost its sales volume to achieve economies of scale; c) applying more effective marketing strategies including developing overseas markets; and d) implementing cost control measures. However, given the uncertainty of global economies and financing markets, as well as the uncertainty regarding the impact on the Company’s future cash flows arising from its obligation to repay certain maturing debts, the Company may be unable to access further equity or debt financing when needed. Therefore, despite the aforementioned actions having improved the Company’s liquidity, there exists substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued.

 

The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

 

Functional Currency

 

Our reporting currency is the United States dollar (“US$”). The functional currency of the Company and its subsidiaries which are incorporated in places other than Chinese Mainland is the United States dollar. The functional currencies of the other subsidiaries are their respective local currencies (“RMB”). The determination of the respective functional currency is based on the criteria set out by Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters.

 

Exchange Rate.

 

Our financial statements include translations of certain Chinese Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at specified rates. Unless otherwise stated, all translations from RMB to US$ were made at the rate of RMB7.1636 to US$1.00 for the items in balance sheets and at the rate of RMB7.2526 to US$1.00 for the items in statements of operations and comprehensive loss, the exchange rate in effect as of June 30, 2025, as set forth in the H.10 statistical release of the U.S. Federal Reserve Board. The Company makes no representation that the RMB or US$ amounts referred could be converted into US$ or RMB, as the case may be, at any particular rate or at all.

 

 

 

Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this interim report. The operating results in any period are not necessarily indicative of the results that may be expected for any future periods.

 

    For the six months ended June 30        
(US$’000)   2025     2024     Percentage change  
    (unaudited)     (unaudited)     (unaudited)  
Revenues     599       3,407       (82 %)
Cost of revenues     (1,183 )     (8,172 )     (86 %)
Cost of idle capacity     (6,577 )     (7,567 )     (13 %)
Gross loss     (7,161 )     (12,332 )     (42 %)
Operating expenses:                        
Research and development     159       1,078       (85 %)
Selling, general and administrative     61,003       13,573       349 %
Total operating expenses     61,162       14,651       317 %
Loss from operations     (68,323 )     (26,983 )     153 %
                         
Other income     9,592       2,364       306 %
Interest income     1       47       (98 %)
Interest expense     (8,200 )     (8,417 )     (3 %)
Government grants     5,258       1,706       208 %
Loss on equity investment     183       (64 )     (386 %)
Other expenses     -       (176 )     (100 %)
                         
Net loss     (61,489 )     (31,523 )     95 %

 

Revenues

 

Our revenues decreased by 82% from US$3.41 million for the six months ended June 30, 2024 to US$ 598,791 for the six months ended June 30, 2025, primarily attributable to the Senya R7’s sales volume of only 70 units in the first half of 2025, a significant decrease compared to the same period last year.

 

The Company generates revenues from (i) vehicle sales, which represent sales of gasoline vehicles, hybrid vehicles and pure electric vehicles; (ii) sales of vehicle parts, accessories and others. Our vehicle sales are mainly from sales of our R7, V60 and T80 model vehicles. In the first half of 2025 and 2024, we sold 94 vehicles and 892 vehicles, respectively. Our sales of vehicle parts, accessories and others include sales of vehicle parts, semi-finished products and new energy vehicles. Revenue from sales of vehicles, sales of vehicle parts, accessories and others are recognized when control is transferred to customers.

 

Cost of revenues

 

Our total cost of revenues decreased by 86% from US$8.17 million for the six months ended June 30, 2024 to US$1.18 million for the six months ended June 30, 2025, which was mainly due to the decrease in sales of our traditional fuel vehicles.

 

 

 

Cost of revenues - idle capacity

 

Cost of revenues - idle capacity decreased by 13% from US$7.57 million for the six months ended June 30, 2024 to US$6.58 million for the six months ended June 30, 2025, which was mainly due to the decrease in depreciation expenses for machinery and equipment as some of our machinery and equipment were fully depreciated as of June 30, 2025.

 

Gross loss

 

Our gross loss decreased by 42% from US$12.33 million for the six months ended June 30, 2024 to US$7.16 million for the six months ended June 30, 2025.

 

Research and development expenses

 

Our R&D expenses decreased by 85% from US$1.08 million for the six months ended June 30, 2024 to US$158,823 for the six months ended June 30, 2025, primarily because we adjusted expense allocation to match our financing progress, and some R&D projects were completed in 2024 which are reflected in our R&D expenses for the 2024 period.

 

Selling, general and administrative expenses

 

Our selling, general and administrative expenses increased by 349% from US$13.57 million for the six months ended June 30, 2024 to US$61.00 million for the six months ended June 30, 2025, which was mainly because FAW Jilin implemented cost-cutting measures and workforce restructuring, resulting in the recognition of approximately US$47 million in severance benefits and post-employment benefits during the six months ended June 30, 2025.

 

Loss from operations

 

As a result of the foregoing, we incurred a net loss of US$68.32 million for the six months ended June 30, 2025, representing an increase of 153% as compared to a net loss of US$26.98 million for the six months ended June 30, 2024.

 

Interest expense

 

Our interest expense slightly decreased from US$8.42 million for the six months ended June 30, 2024 to US$8.20 million for the six months ended June 30, 2025.

 

Government grant

 

Our receipt of government grant increased by 208% from US$1.71 million for the six months ended June 30, 2024 to US$5.26 million for the six months ended June 30, 2025, which was mainly because FAW Jilin received approximately 3.36 million in government subsidies for new energy vehicle sales during the six months ended June 30, 2025.

 

 

 

Net loss

 

As a result of the foregoing, we incurred a net loss of US$61.49 million for the six months ended June 30, 2025, representing an increase of 95% as compared to a net loss of US$31.52 million for the six months ended June 30, 2024.

 

Liquidity and Capital Resources

 

To date, we have been funded primarily through financing from shareholders, payments from customers, and capital from government funding. As of June 30, 2025, we had cash and cash equivalents of US$387,815 and our working capital deficit was US$470.83 million. We have a business plan to finance. Although this business plan may succeed in raising additional financing, we acknowledge that our business plan may not result in our having positive working capital in the near future. We believe it is likely that our cash on hand, including cash and cash equivalents currently available on our balance sheet, is insufficient to meet our capital expenditure requirements. Accordingly, we have been making adjustments to our original business plan. Nevertheless, our available cash and cash equivalents may still be insufficient to meet our working capital and capital expenditure requirements for the next 12 months.

 

To the extent that our current resources are insufficient to meet our cash needs, we may need additional equity or debt financing. If financing is not available, or if the financing terms are not as satisfactory as we expected, or if we fail to obtain government funding, we may be forced to reduce the level of our investment in product development and delay, scale back, or abandon all or part of our original growth strategy. This could adversely affect our business and financial prospects.

 

Although we believe our business plan can be successfully carried out, which includes increasing market acceptance of our products to ramp up sales volume and achieve economies of scale while executing more effective marketing strategies and cost control measures to better manage our operating cash flow position, there is no guarantee that we will be able to obtain third-party financing to meet our future liquidity needs. The consolidated financial statements do not include any adjustments that may result from this significant uncertainty.

 

Cash flows

 

The following table sets forth a summary of our cash flows for the periods indicated.

 

    For the six months ended June 30  
    2025     2024  
(US$’000)   (unaudited)     (unaudited)  
Summary of Consolidated Cash Flow Data:            
Net cash provided by/(used in) operating activities     1,622       (16,261 )
Net cash used in investing activities     (261 )     (1,061 )
Net cash (used in)/provided by financing activities     (1,789 )     3,164  
Effects of currency translation on cash, cash equivalents, and restricted cash     (2,956 )     3,506  
Net decrease in cash, cash equivalents and restricted cash     (3,384 )     (10,652 )
Cash, cash equivalents and restricted cash at beginning of the period     3,771       12,109  
Cash, cash equivalents and restricted cash at end of the period     387       1,457  

 

 

 

Operating activities

 

For the six months ended June 30, 2025, net cash provided by operating activities was US$1.62 million as compared to US$16.26 million used in operating activities for the first six months of 2024, primarily attributable to our net loss of US$61.49 million adjusted for (i) non-cash items of US$8.50 million, which primarily consisted of depreciation and amortization expenses of US$9.74 million, gain on disposal of land use right of US$7.50 million and interest expenses of US$8.20 million and (ii) a net increase in operating assets and liabilities of US$54.60 million, primarily including an increase in other current asset of US$17.44 million, an increase in accrued post-employment and termination benefits of US$30.56 million and an increase in accrual and other current liabilities to related parties of US$8.23 million.

 

Investing Activities

 

For the six months ended June 30, 2025, net cash used in investing activities was US$261,225 as compared to US$1.06 million for the first six months of 2024, primarily attributable to the expenses used for the Company’s acquisition of the 80% equity interests in Too Express Group Inc.

 

Financing Activities

 

For the six months ended June 30, 2025, net cash used in financing activities was US$1.79 million as compared to US$3.16 million provided by financing activities for the first six months of 2024, primarily attributable to repayments of short-term borrowings-related parties of US$2.39 million, partially offset by cash proceeds of US$600,257 from short-term borrowings.

 

Critical Accounting Estimates

 

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

We consider an accounting estimate to be critical if:

 

  -the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made; and
     
  -changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

 

 

 

There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

 

For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2 - Summary of Significant Accounting Policies” of the accompanying condensed financial statements. You should read the following description of critical accounting estimates in conjunction with our consolidated financial statements and other disclosures included in this interim report.

 

Impairment of long-lived assets

 

We review long-lived assets (primarily property, plant and equipment and land use right) annually for impairment, or whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable in accordance with ASC 360. We use continuing operating losses and significant adverse change in the extent in which the individual asset/asset group is being used as our primary indicator of potential impairment for our impairment testing. We first determine the unit of account for testing long-lived assets when indicators of impairment present. We then evaluate recoverability based on the forecasted future undiscounted cash flows, which incorporate our best estimate of sales growth and margin increase based upon our plans for the unit. For assets that are deemed to not be recoverable, we write-down the impaired asset to its estimated fair value.

 

Impairment of indefinite-lived intangible assets

 

Intangible assets with indefinite lives are tested for impairment at least annually as of each balance sheet date and more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired in accordance with ASC 350. We calculate the fair value of the indefinite-lived intangible asset using a discounted cash flow method and perform the quantitative impairment test by comparing the fair value of the asset with its carrying amount. Inherent in our development of cash flow projections are highly subjective assumptions and estimates derived from a review of our operating results, business plan forecasts, expected growth rates, and cost of capital, similar to those a market participant would use to assess fair value. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, we recognize an impairment loss in an amount equal to that excess. In consideration of the growing electric vehicle industry in China, our improving financial performance, the stable macroeconomic conditions in China, and our future manufacturing plans, we determined that there was no impairment on the indefinite-lived intangible assets as of June 30, 2025 and December 31, 2024.

 

 

 

About Chijet Motor Company, Inc.

 

The primary business of Chijet is the development, manufacture, sales, and service of traditional fuel vehicles and NEVs. State-of-the-art manufacturing systems and stable supply chain management enable the Company to provide consumers with products of high performance at reasonable prices. In addition to its large modern vehicle production base in Jilin, China, a factory in Yantai, China will be dedicated to NEV production upon completion of its construction. Chijet has a management team of industry veterans with decades of experience in engineering and design, management, financing, industrial production, and financial management. For additional information about Chijet, please visit www.chijetmotors.com.

 

Chijet Contact:

 

2888 Donshan Street

Gaoxin Automobile Industrial Park

Jilin City, JL. P.R.China

0535-2766202

EMAIL: info@chijetmotors.com

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Chijet’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding Chijet’s leadership team, Chijet’s continued growth and financial and operational improvements, along with those other risks described under the heading “Risk Factors” in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2024, and those that are included in any of Chijet’s future filings with the SEC. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Chijet and are difficult to predict. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Chijet undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.