Sales to sanctioned countries

We have in the past made sales to customers in jurisdictions that are or have since become subject to sanctions programs.

Risk Factors · p. 51

Such sales have ceased and we have not identified any prohibited historic sales to a Sanctioned Target.

Risk Factors · p. 51

As advised by our International Trade Controls Legal Advisor, our sales and procurement activities in the Relevant Regions did not constitute Primary Sanctioned Activities, the risk that such activities would be viewed as Secondary Sanctionable Activities is low, and we complied with all applicable sanctions laws in all jurisdictions where we operated during the Track Record Period and up to the Latest Practicable Date

Business · p. 139

As a result, our International Trade Controls Legal Advisor and our PRC Legal Advisor are of the view that our Group complied with all applicable export control laws and regulations, being the EAR and export control-related laws and regulations in PRC, in all jurisdictions where we operated during the Track Record Period and up to the Latest Practicable Date.

Business · p. 140

As advised by our International Trade Controls Legal Advisor, our AI-related research and development activities do not fall under the definition of a ‘notifiable transaction” or a “prohibited transaction” under the OISP, and we are not a “covered foreign person” under the Final Rule, as we do not engage in any “covered activity” as defined therein.

Business · p. 141

Based on the above, as advised by our International Sanctions Legal Adviser, our business operation did not involve violation of the applicable international sanction laws of the United States.

Risk Factors · p. 34

As advised by our International Sanctions Legal Adviser, the EAR Products are classified as EAR99 as they are generally considered as commercial industrial consumables.

Risk Factors · p. 35

Accordingly, based on our understanding and as advised by our International Sanctions Legal Adviser, our business does not fall within the scope of Covered Activities, and therefore we would not be deemed as a Covered Foreign Person under the Final Rule.

Risk Factors · p. 36

During the Track Record Period, we sold generic drugs, API and medical equipment to over 70 customers located in the Relevant Regions.

Risk Factors · p. 43

As advised by our International Sanctions Legal Advisor, our sales to the Relevant Regions did not constitute Primary Sanctioned Activities or Secondary Sanctionable Activities.

Business · p. 150

This is because, as advised by our International Sanctions Legal Advisor, that our products sold worldwide (including to the Relevant Regions) do not incorporate more than a de minimis level of controlled U.S. items, nor are they subject to the EAR by virtue of being foreign direct products of controlled U.S. technologies or software.

Business · p. 151

During the Track Record Period, we have not identified any instance where the Group engaged in activity that violated applicable sanctions laws or regulations and would result in any material sanctions risk to the Relevant Persons; the Group’s activities are not expected to create any material secondary sanctions risk to the Relevant Persons; none of the Group entities has been designated as a Sanctioned Target, nor is it located, incorporated or organized in a Sanctioned Country; and the Group is not a Sanctioned Trader.

Risk Factors · p. 45

Although the primary markets in which we operate are not jurisdictions currently subject to comprehensive economic sanctions, we operate one wholly owned subsidiary in Russia, Club Med Russia LLC, which promotes and resells holiday stays at our resorts located outside Russia.

Risk Factors · p. 45

During the Track Record Period, certain of our medical device products had been distributed to certain countries that currently or used to be subject to territorial broad-base general and comprehensive sanctions, Iran and Syria.

Risk Factors · p. 50

As confirmed by our International Sanctions Legal Advisor, given that our sales of medical equipment and accessories to these sanctioned countries do not represent a violation of the applicable international sanctions, we would not appear to have violated applicable sanctions law or regulation in the relevant jurisdictions, nor could that result in any material sanctions risk.

Risk Factors · p. 50

Based on the reasons above, as advised by our International Sanctions Legal Advisers, (i) our sales of medical devices to the Relevant Regions are unlikely to result in the violation of, or sanctions designation under, applicable sanctions laws administered by the United States, the European Union, the United Nations and Australia; and (ii) our business activities did not constitute Primary Sanctioned Activities that represent a violation to the applicable International Sanctions and are unlikely to be viewed as Secondary Sanctionable Activities during the Track Record Period.

Business · p. 205

During the Track Record Period, we offered data related services and products to customers, which were located at Russia (excluding Crimea, Donetsk People’s Republic, Luhansk People’s Republic, Kherson, Zaporizhzhia regions), Turkey, Myanmar, Ukraine and Guatemala (the “Relevant Countries”), which are countries subject to certain forms of sanctions imposed by U.S., European Union and United Kingdom.

Risk Factors · p. 32

Considering the nature of the activities, their limited scale, the absence of dealings with Sanctioned Targets, and the lack of involvement in activities that would constitute “operating in” or providing “material assistance” to sanctioned sectors for purposes of U.S. Secondary Sanctions, based on the advice from our international sanctions legal advisers, we are of the view that U.S. Secondary Sanctions are not considered to be implicated on the facts as currently known and there were no transactions which constitute Secondary Sanctionable Activities during the Track Record Period and up to the Latest Practicable Date.

Business · p. 172

Accordingly, based on the advice from our international sanctions legal advisers, we are of the view that the prohibitions or wider restrictions adopted by these jurisdictions are not applicable to us.

Business · p. 172