Hong Kong IPO disclosure precedents · 103 companies, 103 items
Customers or suppliers listed on US or other restriction lists (Entity List, SDN, NS-CMIC, CMC, 1260H, MEU, non-SDN lists), transaction amounts with them, and related product EAR/de minimis analysis.
Since April 2019 and up to the Latest Practicable Date, we conducted transactions with a total of around 20 customers and suppliers designated on the Entity List and/or the Unverified List, with an aggregate transaction amount of less than RMB0.3 million.
Business · p. 159
Under U.S. export control regulations, notwithstanding that some of our customers have been placed on the Entity List and Unverified List, as advised by our International Sanctions Counsel, our Directors believe that our products are not subject to the U.S. Export Administration Regulations (“EAR”) and our sales in general did not violate the EAR during the Track Record Period and up to the Latest Practicable Date.
Business · p. 159
As advised by our International Sanctions Counsel, our Directors are of the view, and the Sole Sponsor concurs, that such internal control measures are effective in preventing the trigger of potential sanctions risks.
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 EAR and therefore an U.S. export license is not required for us to supply our products to these customers.
Business · p. 147
Except for limited customers on the Entity List, the Group does not have any customers or suppliers on any sanctions lists maintained by the Relevant Sanctions Authorities.
Business · p. 148
Therefore, our Directors are of the view the U.S. sanctions during the Track Record Period did not, and going forward will not, have any material adverse impact on our business operations or financial performance.
After the consultation with our legal advisor as to the sanctions, our Directors are of the view that we were not designated as a sanctioned person or entity under the sanctions regimes of the United States, the European Union, the United Kingdom, Australia or the United Nations, and we did not conduct transactions with persons designated on the SDN List.
Business · p. 145
Certain of our customers appeared on Non-SDN restrictive lists maintained by the U.S. governmental entities.
Business · p. 145
We cannot assure you that our customers or other downstream parties will comply with all applicable sanctions requirements.
During the Track Record Period and up to the Latest Practicable Date, we sold certain of our products to Relevant Customers on the BIS Entity List.
Business · p. 173
As advised by our International Sanctions and U.S. Tariffs Legal Advisor, our sales to these Relevant Customers did not represent a violation of applicable U.S. export controls, and no export licenses were required for our sales to the Relevant Customers.
Twelve of our Company’s customers are listed on the 1260H list, which is a list of “Chinese Military Companies” designated under the Section 1260H of the National Defense Authorization Act (“NDAA”) for Fiscal Year 2021, effective in 2021 and updated annually, and Non-SDN Chinese Military-Industrial Complex Companies Lists (“NS-CMIC Lists”), effective in June 2021.
Summary · p. 8
Our Company’s sales to these customers during the Track Record Period were very limited, amounted to RMB11.0 million, RMB11.9 million, RMB4.2 million and RMB4.0 million, representing 2.3%, 3.2%, 0.9% and 4.9% of our total revenue in 2023, 2024, 2025 and the three months ended March 31, 2026, respectively.
Summary · p. 8
Therefore, based on the due diligence and analysis, our Sanctions Counsels are of the view, and our Directors and the Sole Sponsor concur, that our Company’s dealings with entities listed on the 1260H list and NS-CMIC Lists do not violate U.S. sanctions law and do not expose our Company to any sanction risks, either primary or secondary.
The revenue derived from such customers amounted to RMB58.2 million, RMB148.2 million, RMB42.3 million and RMB1.8 million in the years ended December 31, 2023, 2024, 2025 and the six months ended June 30, 2026, respectively, accounting for 1.1%, 2.5%, 0.6% and 0.04% of our total revenue for the same periods.
Business · p. 149
Our International Trade Legal Advisor has advised that these sales activities should not give rise to material risks under applicable U.S. export control laws because (i) none of our products is a “direct product” of specified “technology” and “software” in accordance with U.S. export control regulations, (ii) none of our products contains any level of “controlled” U.S.-origin items to subject its products to license requirements for sale to PRC customers, and (iii) none of its products were sold to any entity on the BIS Entity List in violation of U.S. export control regulations.
Our sales to the Relevant Customers during the Track Record Period amounted to RMB3,413 thousand, RMB797 thousand, RMB461 thousand and RMB7,219 thousand in the years ended December 31, 2023, 2024, and 2025 and the six months ended June 30, 2026, respectively.
Business · p. 187
Our purchases from the Relevant Suppliers during the Track Record Period amounted to RMB215 thousand, RMB337 thousand, RMB382 thousand and RMB85 thousand in the years ended December 31, 2023, 2024, and 2025, and the six months ended June 30, 2026, respectively.
Business · p. 188
We have been gradually ceasing our transactions with the Relevant Customers and Relevant Suppliers and expect all such transactions to cease by the end of 2026.
However, during the Track Record Period, one of our customers was being named in the Entity List maintained by the BIS of the U.S. Department of Commerce.
Business · p. 161
Specifically, for FY2023, FY2024, FY2025 and 1H2026, our revenue from that customer amounted to RMB766,000, nil, RMB1,083,000 and nil, representing approximately 0.02%, nil, 0.02% and nil of our Company's total revenue in the corresponding periods, respectively.
Business · p. 161
Meanwhile, given the limited revenue contribution and no violation of the EAR having been identified in respect of our transactions with that customer, our International Sanctions Legal Advisor is of the view that there is no material compliance or operation risk for our Company under this arrangement, and such arrangement is compliant with the relevant laws and regulations in relation to export control.
During the Track Record Period, certain customers and suppliers are named on or affiliated with entities on U.S. restricted party lists (such as the BIS Entity List and NS-CMIC List).
Business · p. 200
Our transaction amounts with customer(s) named on or affiliated with entities on U.S. restricted party lists amounted to RMB1.9 million, RMB0.1 million and nil, representing approximately 0.78%, 0.04%, nil and nil of our total revenue, in FY2023, FY2024, FY2025 and 3M2026, respectively.
Business · p. 200
We further note that one of our customers, i.e. the Shenzhen Investee Company, which also acted as a distributor, exported certain of our Yoxiaogu cleaning robots to Russia between November 2025 and March 2026.
Although we have engaged in transactions involving a limited number of customers listed on non-blocking sanctions lists, since such sanction lists did not restrict non-U.S. person from engaging in sales activities with entities designated on the lists, our sanctions legal advisor is of the view that our dealings did not pose any primary or secondary sanctions risks.
Business · p. 204
Although we had dealings with certain customers subject to U.S. export control restrictions or customers subject to “BIS 50% rule”, since our self-developed products and technology were not subject to the EAR pursuant to the de minimis rule and applicable foreign-direct product rules and thus we did not violate the U.S. export control law.
During the Track Record Period, we sold our foundational robotic components to five customers listed on the Entity List ("Entity List Customers"), and generated revenue of RMB0.3 million, nil, RMB0.01 million and nil in 2023, 2024 and 2025 and the three months ended March 31, 2026.
Business · p. 205
As advised by our International Sanctions Legal Advisors, given the aforementioned nature of our transactions with these Entity List Customers, these transactions did not involve any exports or transactions of any items subject to the EAR, and hence did not represent a violation of the applicable U.S. export controls.
Business · p. 205
We have undertaken to the Stock Exchange that we will not use the proceeds from the Global Offering, as well as any other funds raised through the Stock Exchange, to finance or facilitate, directly or indirectly, activities or business with, or for the benefit of, any Comprehensively Sanctioned Countries or any other government, individual or entity sanctioned by the U.S., the EU, the UN, the U.K., the United Kingdom overseas territories or Australia, including, without limitation, any government, individual or entity that is specifically identified on the SDN List maintained by OFAC or other restricted parties lists maintained by the U.S., the EU, the UN, the U.K., the United Kingdom overseas territories and Australia that would cause us to violate International Sanctions.
In 2023, 2024, 2025 and for the six months ended June 30, 2026, our revenue derived from these 3 customers in aggregate amounted to approximately RMB184.4 million, RMB354.4 million, RMB351.9 million and RMB141.1 million, representing approximately 5.1%, 7.7%, 6.7% and 5.3% of our Group’s revenue, respectively
Business · p. 185
As of 30 June, 2026, the total amount of deposits maintained by the Group with the banks was approximately RMB134.3 million.
Business · p. 185
Our International Sanctions and Trade Controls Legal Advisors have advised that, there was no indication that any such transactions violated any applicable international sanctions or export control laws that were in force during the Track Record Period or up to the Latest Practicable Date.
During the Track Record Peroid, eleven of our customers have been added to the Entity List, and one of them has been added with a footnote 5 designation (“Entity List Customers”).
Business · p. 179
Revenue derived from the Entity List Customers in 2023, 2024, 2025, and the six months ended June 30, 2026, amounted to nil, approximately RMB0.8 million, RMB1.9 million, and RMB0.5 million, respectively, representing 0, 0.3%, 0.7% and 0.2% of our total revenue for the corresponding periods.
Business · p. 179
In terms of our transaction counterparties during the Track Record Period, one of our customers has been listed on the Non-SDN Chinese Military Industrial Complex Companies (“NS-CMIC”) List, and two customers have been listed on the Chinese Military Companies (“CMC List”).
During the Track Record Period, our ordinary course wafer foundry arrangements included the procurement of wafers manufactured by the foundry on the Entity List.
Business · p. 190
Our legal adviser for international sanctions and U.S. outbound investment laws has confirmed that our procurement of wafers manufactured by the foundry on the Entity List does not, in itself, give rise to any sanctions risk under the relevant sanctions laws and regulations applicable to us.
Business · p. 191
Furthermore, as the export classifications of our computing ICs are not among those that the relevant governments have used to implement the Restrictions, even in the hypothetical event that any of our computing ICs were indirectly transferred to end customers that are subject to such Restrictions, our legal adviser as to international sanctions and U.S. outbound investment laws considers our potential sanctions risk to be low.
During the Track Record Period, we transacted with one customer that was added to the Entity List in December 2020.
Business · p. 180
During the Track Record Period, we transacted with three customers and one third-party payor under our Third-Party Payment Arrangements that were subsequently added to the SDN List, which is defined as a list that subjects listed parties to asset blocking and U.S. dealings restrictions.
Business · p. 181
We have ceased all dealings with these entities and confirmed that we will not enter into any further transactions with them.
During the Track Record Period and up to the Latest Practicable Date, we had transactions with certain customers on the Entity List, CMIC List and UFLPA Entity List and certain suppliers on the Entity List and CMIC List.
Business · p. 176
During the Track Record Period, we procured parts or materials from eight suppliers included on the Entity List.
Business · p. 176
The aggregated amounts of the Russia and Belarus Sales were approximately RMB116.8 million, RMB170.0 million, RMB64.1 million and RMB6.1 million in 2023, 2024, 2025 and the three months ended March 31, 2026, respectively, each representing approximately 2.3%, 3.4%, 1.0% and 0.4% of our total revenue for the respective year/period.
Our Group sold products and provided services to a total of 13 customers who are on the Entity List.
Business · p. 191
The revenue recorded from such sales of products and provision of services from customers on the Entity List represented 1.68% of the total revenue in 2023, 3.02% in 2024, 6.20% in 2025 and 0.82% for the four months ended April 30, 2026.
Business · p. 191
our International Sanctions Legal Advisor advised us that our sales of the Assembled Products and On-Sold Products to the Covered Entity customers and our use of the relevant U.S.-origin software and items for the blueprint design process during the Track Record Period are not subject to material U.S. export control risks, and our provisions of services and sales of products to Covered Entity customers did not implicate actual or potential violation of the EAR during the Track Record Period and up to the Latest Practicable Date.
During the Track Record Period, seven of our customers (the "Relevant Customers") and one of our suppliers (the "Relevant Supplier") were included on the Entity List administered by BIS.
Business · p. 170
During the years ended December 31, 2023, 2024 and 2025 and the five months ended May 31, 2026, the revenue generated from our transactions with the Relevant Customers amounted to nil, RMB2.5 million, RMB3.0 million and RMB41,000, respectively, which accounted for nil, 0.8%, 0.6% and 0.02% of our total revenue for the respective years/period, and our purchases from the Relevant Supplier amounted to RMB25.6 million, RMB11.3 million, RMB2.5 million and RMB0.8 million, respectively, which accounted for 16.5%, 5.7%, 2.1% and 1.6% of our total purchases for the respective years/period.
Business · p. 170
While we do not consider there to be any risk of violation of the U.S. export control regulations in respect of our procurement of services from the Relevant Supplier, as advised by Frost & Sullivan, even if we were to replace the Relevant Supplier, our Group would be able to procure comparable services from alternative suppliers in the PRC that are not included on the Entity List administered by BIS on comparable commercial terms.
We noted that the U.S. Department of War (DoW) included our Company on the CMC List on June 8, 2026.
Summary · p. 15
As advised by our export control and sanctions counsel, the CMC List is not an economic sanctions list and does not, in itself, restrict us from conducting business with U.S. customers absent other applicable restrictions, nor does it, in itself, restrict transacting in our securities.
Summary · p. 15
Since June 8, 2026, the date on which the DoW included our Company on the CMC List, and up to the Latest Practicable Date, we had not experienced any material cancellation, suspension, reduction or delay of customer orders, nor any termination of customer relationships.
The revenue generated from such sales was approximately RMB33.3 million, representing approximately 4.1% of our total revenue in 2025.
Business · p. 180
After consultation with our U.S. Foreign Investment and International Sanctions Legal Advisor and taking into account its view, after performing the procedures it considers necessary, our Directors are of the view that, given the nature of the transaction involving the EL Customers, these transactions did not represent a violation of the U.S. export controls applicable to the EL Customers.
Business · p. 180
Our purchases from the EL Suppliers were approximately RMB20.9 million, RMB35.2 million, RMB175.7 million and RMB75.7 million, representing approximately 4.3%, 6.8%, 28.2% and 26.1% of our cost of sales in 2023, 2024, 2025 and the five months ended May 31, 2026, respectively.