Other

Based on our International sanctions law legal advisor’s view, our relevant business activities do not reach the threshold of “prohibited transactions” under the Outbound Investment Rule. Accordingly, we constitute a “covered foreign person” engaged in “covered activities” with notification requirements.

Risk Factors · p. 44

As advised by the International Sanctions Legal Advisor (i) it did not identify any of our business activities during the Track Record Period and up to the Latest Practicable Date to be a Primary Sanctioned Activity or a violation of International Sanctions; (ii) they had not identified any Secondary Sanctionable Activity that appears likely result in the imposition of sanctions against us or any Relevant Person; (iii) none of the members of our Group is a Sanctioned Target or is located, incorporated, organized or resident in a Sanctioned Country; and (iv) we are not a Sanctioned Trader.

Business · p. 178

Our international Sanctions Legal Advisor has confirmed that none of the Group’s products have been specifically identified as being subject to export restrictions, and that none of our products require specific export licenses from the BIS.

Business · p. 187

As advised by our Sanctions Legal Advisor, we are likely to be deemed a "Covered Foreign Person" defined under the Final Rule due to the fact that we are incorporated in the PRC and our business activities fall within the semiconductor sector.

Business · p. 188

During the Track Record Period, our Group did not have any business activities in comprehensively sanctioned countries/jurisdictions, namely Iran, Syria, North Korea, Cuba, and the Crimean, Donestsk, Luhansk and Sevastopol Regions of Ukraine.

Business · p. 187

During the Track Record Period, certain of our customers were listed on the Entity List.

Risk Factors · p. 39

As advised by our U.S. export control and sanctions counsel, the products we manufactured for these customers during the Track Record Period were not subject to the United States Export Administration Regulations (the “EAR”) and therefore an U.S. export license is not required for us to supply our products to these customers.

Risk Factors · p. 39

Therefore, the Group is not deemed as a “Covered Foreign Person” under the Final Rule.

Business · p. 148

Accordingly, an investment by a “U.S. person” in the H Shares of the Company is not a “Covered Transaction”, and neither prohibited nor subject to the notification requirements under the Final Rule.

Business · p. 148

As advised by our legal advisor as to international sanctions and export control laws, Katten Muchin Rosenman, we are not subject to U.S. export control regulations, as our products were primarily developed and manufactured in China and Germany and did not contain more than 5% U.S.-origin content by value, and their manufacturing process (including the manufacturing process of their production line) did not use any sensitive U.S. technologies or software.

Risk Factors · p. 50

Pursuant to our legal advisor as to the U.S. Outbound Investment Rule, Katten Muchin Rosenman, we are not a covered foreign person (as defined in the Final Rule) as we do not engage in any of the covered activities referred to in the definition of "notifiable transaction" or "prohibited transaction."

Risk Factors · p. 53

As such, as advised by our legal advisor as to international sanctions law, our operations and transactions during the Track Record Period and up to the Latest Practicable Date did not violate applicable sanctions laws of the relevant jurisdictions and did not present a material risk of secondary sanctions.

Business · p. 184

As advised by our legal advisor as to international sanctions law, the U.S. Outbound Investment Security Program, or OISP, and its implementing regulations are not applicable to us in any material respect.

Business · p. 185

As advised by our International Sanctions Legal Advisor, during the Track Record Period, our transactions with our counterparties did not constitute a violation of the applicable International Sanctions and export control regulations.

Risk Factors · p. 46

As advised by our International Sanctions Legal Advisor, we would be viewed as a ‘‘covered foreign person’’ engaging in ‘‘notifiable transactions’’ under the Outbound Investment Rule as we design integrated circuits.

Risk Factors · p. 47

Under the Outbound Investment Rule, U.S. persons’ purchases of certain publicly traded securities are neither prohibited nor subject to notification to Treasury under an exception that applies to U.S. persons’ purchase of ‘‘any publicly traded security (the ‘‘PTSE’’), with ‘security’ as defined in the U.S. Exchange Act, denominated in any currency, and that trades on a securities exchange in any jurisdiction,’’

Risk Factors · p. 47

As a result of our declination, CBP thereafter issued claims for liquidated damages of US$9,018,889.31, which was calculated with reference to the estimated cash deposits for AD and CVD duties demanded in respect of the critical-circumstances period.

Business · p. 176

On September 8, 2025, Tao Motor filed a lawsuit in the CIT challenging the ITC’s affirmative injury and “critical circumstances” determinations.

Business · p. 177

CBP demanded approximately US$9.0 million of estimated AD/CVD deposits in respect of certain products previously imported by Tao Motor, which is being disputed and is subject to ongoing proceedings.

Risk Factors · p. 46

As advised by our International Sanctions Legal Advisor, during the Track Record Period, we did not engage in any Primary Sanctioned Activities or Secondary Sanctionable Activities, and neither we nor any of our subsidiaries has been designated as a Sanctioned Target or could be deemed a Sanctioned Trader.

Business · p. 197

Therefore, our sales to Russia do not constitute Primary Sanctioned Activity or Secondary Sanctionable Activity that would pose material sanctions risk to the Relevant Persons.

Business · p. 198

Based on the foregoing, our Sanctions Legal Advisor is of the view that our products would not be subject to the EAR and our business activities during the Track Record Period would not trigger U.S. export control restrictions.

Business · p. 198

As a result, our International Sanctions Legal Adviser is of the view that we may be deemed a covered foreign person.

Risk Factors · p. 53

Consequently, acquisition of our equity interests by U.S. persons may constitute a notifiable transaction, which imposes an obligation on U.S. persons to make a notification to the U.S. Treasury pursuant to the Final Rule, unless otherwise exempted under the Final Rule, including the exemption of the Public Traded Securities Exception (“PTSE”) subsequent to [REDACTED].

Risk Factors · p. 53

our International Sanction Legal Advisor is of the view that our Group is compliant with relevant sanctions law and there is no material sanctions risk discussed in Chapter 4.4 of the Guide for New Listing Applicants.

Business · p. 161

our transactions with that customer during the Track Record Period do not violate applicable U.S. export control laws.

Business · p. 162

Based on the foregoing, and as advised by our sanctions legal advisor, we were not a “covered foreign person” under the existing rules as of the Latest Practicable Date.

Risk Factors · p. 56

Based on the foregoing, and as advised by our sanctions legal advisor, we were not a “covered foreign person” and we did not engage in activities covered by the Final Rule as of the Latest Practicable Date.

Business · p. 205

We had one transaction with one customer in Syria (the “Syrian Sales”) in 2025, for the sale of copper tubes for HVAC, at a contract value of approximately RMB1.8 million, which represented approximately 0.002% of our total revenue for that year.

Business · p. 182

As the requisite general license authorization was in place at all relevant times, our Sanctions Legal Advisors are of the view that the Syrian Sales did not constitute Primary Sanctioned Activity or a violation of applicable U.S. sanctions laws.

Business · p. 182

During the Track Record Period, we received payments in respect of six sales transactions with Russian customers through banks designated by OFAC as Specially Designated Nationals (“SDNs”) under Executive Order 14024, namely MTS Bank and URALSIB Bank (the “SDN Payment Transactions”).

Business · p. 182

Our Sanctions Legal Advisors have advised that the SDN Payment Transactions lacked the U.S. nexus required to satisfy the jurisdictional element of the applicable primary sanctions measures and accordingly did not constitute Primary Sanctioned Activity.

Business · p. 182

We terminated all of our business activities in Russia and Belarus with effect from January 28, 2026.

Business · p. 183

Based on the assessment of the Sanctions Legal Advisors, we did not engage in any Primary or Secondary Sanctioned Activity for the purposes of the Chapter 4.4 of the Guide for New Listing Applicants during the Track Record Period.

Business · p. 182

Having considered the abovementioned assessment and the facts and circumstances described above, including (i) the authorization of the Syrian Sales under General License 25 and the subsequent revocation of the U.S. comprehensive sanctions program with respect to Syria; and (ii) the de minimis scale, bona fide commercial nature and absence of U.S. nexus of the SDN Payment Transactions, and the full termination of our business in Russia and Belarus, our Directors and our Sanctions Legal Advisors are of the view that we complied with the applicable sanctions and export control laws and regulations in all material respects during the Track Record Period and up to the Latest Practicable Date, and that our exposure to sanctions-related risks does not and will not have a material adverse impact on our business, financial condition and results of operations.

Business · p. 183

Our immediate commercialization focus in the MENA region is primarily concentrated on Saudi Arabia and the UAE, neither of which is subject to comprehensive sanctions and both of which maintain stable political environments and robust healthcare infrastructure.

Business · p. 181

In addition, our collaboration with Cigalah Medpharm and our commercialization plan for the Core Product in the MENA region had not been adversely affected by any geopolitical events or sanctions during the Track Record Period.

Business · p. 181

Specifically, the aggregate historical transaction amount with the customer designated on the SDN List was less than RMB50,000, and no transactions have been conducted with such SDN-listed customer since May 2022.

Business · p. 161

The aggregate historical transaction amount with the supplier designated on the SDN List was less than RMB60,000 and we ceased to conduct transactions with SDN-listed suppliers as of the Latest Practicable Date.

Business · p. 161

Based on advice from our legal advisor as to international sanctions laws, our Directors are of the view that these transactions did not involve any U.S. nexus and therefore did not constitute U.S. Primary Sanctioned Activity.

Business · p. 161