港股IPO招股书披露先例 · 36 家公司，44 项
此类事项涵盖公司或其客户、供应商被列入制裁或出口管制清单、与受制裁主体交易及关税、反倾销税等情形。招股书通常于概要、风险因素、业务及财务资料章节披露，申请人一般列明涉事清单类别、交易性质及金额占比，引述制裁或贸易法律顾问意见说明是否涉及美国连接点、是否构成一级受制裁活动及风险高低，并披露停止交易、终止相关业务或提起诉讼等整改安排。
合规类事项自 2026 年 8 月 24 日起递交的文件开始收录。
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 44 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Therefore, as advised by U.S. Legal Advisor, the Act has not had any direct or indirect impact on the Group’s business operations during the Track Record Period and up to the Latest Practicable Date.
Business · 第 162 页
Accordingly, we believe our transactions with these customers did not give rise to a violation of the Entity List restrictions under the EAR.
Risk Factors · 第 43 页
To the best of our knowledge and based on the consultation with our legal advisor to international sanctions laws and regulations, we have not identified any circumstances indicating that our business operations violated applicable U.S. export control regulations during the Track Record Period.
Risk Factors · 第 43 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看While we do not qualify as a "covered foreign person" under the current regulations, as we do not engage in any kinds of the "covered activities," there remains uncertainty regarding potential expansions of regulatory restrictions.
Risk Factors · 第 44 页
We have in the past made sales to customers in jurisdictions that are or have since become subject to sanctions programs.
Risk Factors · 第 51 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Such sales have ceased and we have not identified any prohibited historic sales to a Sanctioned Target.
Risk Factors · 第 51 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 178 页
During the Track Record Period, one of our suppliers and one of our customers were included in the Entity List.
Risk Factors · 第 46 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看To the extent U.S. export control considerations may be implicated, our relevant business activities remain in compliance with applicable laws and have not been materially affected by such restrictions.
Risk Factors · 第 46 页
As advised by our International Sanctions Advisor, no member of our Group was included on the applicable sanctions lists, and no violation of applicable international sanctions laws was identified in connection with such activities.
Risk Factors · 第 37 页
In light of the foregoing, we are advised by our International Sanctions Advisor that, during the Track Record Period, we did not engage in any unauthorized transactions or commit any violations of the EAR from the perspective of U.S. export control.
Business · 第 150 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看The amount of Relevant Transactions in 2023, 2024, 2025, and for the six months ended June 30, 2026 was RMB25.1 million, RMB15.8 million, RMB10.9 million, and RMB11.1 million, respectively, representing 2.6%, 1.5%, 1.1%, and 1.7% of our revenue for the corresponding periods.
Business · 第 148 页
As advised by our legal adviser in connection with the foregoing matters, we may be deemed a "covered foreign person" defined under the Outbound Investment Rule due to our business activities which falls within the "covered activities" targeted by the Outbound Investment Rule, and the acquisition of our equity interests may be deemed as a "notifiable transaction" and U.S. person who acquires our equity interests may need to notify the U.S. Treasury pursuant to the Outbound Investment Rule.
Risk Factors · 第 46 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In light of the FAQs’ guidance, we are of the view, as advised by our legal advisor and taking into account its view, at the time U.S. persons acquire our H shares (which may be interpreted as the date of acquisition, i.e., the date of Listing) in this Global Offering, such shares would be publicly listed and tradable and a U.S. person’s acquisition of our H shares in this Global Offering may constitute an "excepted transaction" assuming the U.S. person would not also be afforded rights beyond "standard minority shareholder protections."
Risk Factors · 第 46 页
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 · 第 187 页
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 · 第 188 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 187 页
as advised by our Legal Advisor as to U.S. export control and sanctions law, during the Track Record Period, (i) our direct customers are not designated on BIS Entity List, Denied Persons List or Unverified List or headquartered in or ordinarily resident in, or owned or controlled by a government of, any countries or regions subject to Comprehensive Trade Embargos (collectively, the “Sanctioned Targets”); and (ii) our activities do not involve operations or transactions that have violated or would violate (a) the restrictions on Sanctioned Targets; and (b) the restrictions set forth in the EAR.
Business · 第 171 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In addition, our solutions and products are manufactured outside the United States, do not incorporate controlled U.S.-origin content and do not fall within the scope of any applicable foreign direct product rules, and therefore are not subject to the EAR.
Business · 第 171 页
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 · 第 139 页
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 · 第 140 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 141 页
Given the above, our International Sanctions Legal Advisor is of the view that during the Track Record Period and up to the Latest Practicable Date, our sales to Russia did not constitute a Primary Sanctioned Activity or a violation of the U.S. primary sanctions.
Business · 第 178 页
Based on the foregoing factors, as advised by our International Sanctions Legal Advisor, we are not aware of any material violations of U.S. sanctions laws and regulations during the Track Record Period and up until the Latest Practicable Date.
Business · 第 178 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Accordingly, our International Sanctions Legal Advisor is of the view that our activities do not constitute “covered activities” under the Final Rule, that we are not a “covered foreign person”, and the Final Rule is inapplicable to our Company and its business operations.
Business · 第 179 页
Our International Sanctions Legal Advisor has advised that, because the Company did not utilize U.S.-origin software or technology in its product design and manufacturing processes, nor did it procure any U.S.-origin components or technology during the Track Record Period, the Company’s products are not subject to export control restrictions under the U.S. Export Administration Regulations and has not been subject to any sanctions imposed by the U.S. government.
Risk Factors · 第 48 页
As advised by our International Sanctions Legal Advisor, we are a “covered foreign person,” and U.S. person investments in our equity interests are “notifiable transactions.”
Risk Factors · 第 48 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Company does not “develop,” “fabricate,” “design,” or “package” any product that meets any parameter described in the definition of “prohibited transactions” concerning semiconductors and microelectronics under the Outbound Investment Rule.
Business · 第 199 页
During the Track Record Period, certain of our customers were listed on the Entity List.
Risk Factors · 第 39 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 39 页
Therefore, the Group is not deemed as a “Covered Foreign Person” under the Final Rule.
Business · 第 148 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 148 页
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 · 第 145 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看After the consultation with our legal advisor as to the OISP Final Rule, our Directors are of the view that we do not engage in Covered Activities for purposes of the OISP Final Rule, principally because we do not develop, produce or enable technologies or products in the specific sectors targeted by the OISP Final Rule, including semiconductors and microelectronics, quantum information technologies and artificial intelligence.
Business · 第 145 页
As we design and develop robotics technology to support reinforced motion control and decision making for robots, with the aim of expanding their overall mobility and operational versatility, enabling the broad adoption of robots across diverse industries, based on the legal advice of our legal advisor as to U.S. foreign investment law, our Directors are of the view that we are a “Covered Foreign Person” in the context of “notifiable transactions” within the artificial intelligence sector.
Risk Factors · 第 41 页
Our Directors are of the view, based on the legal advice of our legal adviser as to U.S. export control laws and taking into account its view, that our exposure under U.S. export control laws arising from transactions with these entities is limited and manageable, considering that (i) in terms of our sales to Relevant BIS Customers, as our products are not subject to the EAR, our supply of such products does not require BIS export licenses; and (ii) in terms of purchase from Relevant BIS Supplier, (a) the transaction amount was lower than RMB500 during the Track Record Period, and (b) the purchased raw material did not involve any items subject to the EAR.
Business · 第 179 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors are of the view, based on the legal advice of our legal advisor as to U.S. foreign investment law, that the Final Rule will not have a material adverse impact on our Company’s business operations, financial performance, the Offering or our investment prospects.
Business · 第 180 页
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 · 第 50 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 53 页
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 · 第 34 页
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 · 第 35 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 36 页
During the Track Record Period, we sold generic drugs, API and medical equipment to over 70 customers located in the Relevant Regions.
Risk Factors · 第 43 页
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 · 第 150 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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 · 第 151 页