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.
Business · 第 173 页
Based on the advice from our U.S. counsel, Cleary Gottlieb Steen & Hamilton (Hong Kong), we concluded that we are not a covered foreign person within the meaning of the Outbound Investment Rule, because (a) our Company is not engaged in covered activities within the meaning of that rule, including covered activities concerning semiconductors and microelectronics, quantum information technologies, and artificial intelligence systems, and (b) our Company does not hold relevant interests in persons engaged in covered activities meeting the financial metrics described in limb (ii) of the definition of “covered foreign person” above.
Risk Factors · 第 44 页
Our products manufactured in Thailand are exempt from U.S. Section 301 Tariffs, because they experienced substantial transformation in Thailand and thus were Thai-origin as advised by our International Sanctions and U.S. Tariffs Legal Advisor.
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 · 第 184 页
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.
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 · 第 46 页
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 · 第 47 页
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,’’
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 · 第 176 页
On September 8, 2025, Tao Motor filed a lawsuit in the CIT challenging the ITC’s affirmative injury and “critical circumstances” determinations.
Business · 第 177 页
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.
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 · 第 197 页
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 · 第 198 页
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.
During the Track Record Period, we had procured electronic components from one entity which is identified on the Specially Designated Nationals and Blocked Persons List or the Sectoral Sanctions Identifications List (“SDN Lists”) maintained by the Office of Foreign Assets Control (“OFAC”) of the U.S. and sold our robotic solutions to one customer which is also identified on the SDN Lists and its wholly owned subsidiaries, (in particular, these wholly owned subsidiaries are subject to the same sanctions restrictions as SDNs pursuant to OFAC’s 50 Percent Rule due to direct or indirect SDN ownership of 50% or more) (collectively, the “SDN Entities”).
Risk Factors · 第 52 页
our Group’s activities did not represent a violation of any of the applicable International Sanctions and the U.S. export controls.
As a result, our International Sanctions Legal Adviser is of the view that we may be deemed a covered foreign person.
Risk Factors · 第 53 页
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].
宁波舜宇智行科技股份有限公司Ningbo Sunny Smart Autotech Company Limited
非受制裁对象，亦非OISP“受涵盖外国人士”
As advised by our International Trade Legal Advisor, our Company is not a Sanctioned Target, or located, incorporated, organized or resident in a Sanctioned Country; and our business activities during the Track Record Period do not qualify us as a Sanctioned Trader for the purposes of Chapter 4.4 of the Guide.
Business · 第 150 页
For the purpose of Chapter 4.4 of the Guide, our International Trade Legal Advisor has further advised that our business activities did not constitute Primary Sanctioned Activity or Secondary Sanctionable Activity.
Business · 第 150 页
As advised by our International Trade Legal Advisor, a transaction with an entity on the U.S. Entity List does not, by itself, violate U.S. export control laws.
As advised by our International Sanctions Legal Advisor, given that we are non-restricted entities in China and we are not Anti-terrorism Restrictions Sanctioned Targets, we do not require a license to procure the Procured Items; therefore, our procurement of these Procured Items (including those U.S.-origin products) during the Track Record Period and up to the Latest Practicable Date did not represent a violation of the applicable U.S. export controls.
Business · 第 221 页
As advised by our International Sanctions Legal Advisor, during the Track Record Period and up to the Latest Practicable Date, given that we did not have business activities in Comprehensively Sanctioned Countries or with any SDNs, our business activities (including our sales and purchase) did not represent a violation of the applicable primary sanctions administered by Sanctions Relevant Jurisdictions or represent Primary Sanctioned Activities as defined in Chapter 4.4 of the Guide for New Listing Applications issued by the Stock Exchange (“Chapter 4.4 of the Guide”).
Business · 第 223 页
As advised by our International Sanctions Legal Advisor, given that our exports to the United States are relatively low compared to our total revenue and we do not plan to expand our U.S. exports, U.S. tariffs are unlikely to have a material adverse impact on our business operations, and our Directors are of the view that U.S. tariffs did not have, and are unlikely to have, any material adverse impact on our business operations, financial condition or results of operations.
After advice and consultation with our International Sanctions Legal Adviser, our Company is of the view that our transactions with customers and suppliers named on or affiliated with entities on U.S. restricted party lists did not involve items subject to U.S. export controls requiring a license, nor do they constitute Primary or Secondary Sanctionable Activity, based on the following facts and legal analyses:
Business · 第 201 页
As advised by our International Sanctions Legal Adviser, we should not be viewed as a Covered Foreign Person under the Final Rule, because we do not engage in a "Covered Activity" (as defined in the Final Rule) or otherwise meet the definition of Covered Foreign Persons provided in the Final Rule based on the following parameters:
广西玉柴船电动力股份有限公司Guangxi Yuchai Marine and Genset Power Co., Ltd.
集团符合美国制裁及出口管制法律
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 · 第 161 页
our transactions with that customer during the Track Record Period do not violate applicable U.S. export control laws.
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 · 第 56 页
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.
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 · 第 182 页
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.
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 · 第 182 页
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 · 第 182 页
We terminated all of our business activities in Russia and Belarus with effect from January 28, 2026.
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 · 第 182 页
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.
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 · 第 45 页
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.
Our Directors have confirmed that the tariffs and other trade restrictions arising from recent geopolitical tensions between China and the United States have not had any material adverse impact on our business operations or financial performance during the Track Record Period, reflecting: (i) a significant portion of our products sold overseas are exempt from such tariffs and other trade restrictions; (ii) the limited proportion of our revenue derived from direct exports to the United States; (iii) the relatively substantial contribution of our overseas markets in Asia, the Americas, and Europe, rather than the United States; (iv) the principal sourcing of our core raw materials and production equipment from suppliers within the PRC and other non-U.S. jurisdictions; (v) our localised overseas production model, which mitigates cross-border trade barriers including tariffs; and (vi) the stability of our operating results during the Track Record Period.
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 · 第 50 页
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 · 第 50 页
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.
征祥医药（南京）集团股份有限公司Zenshine Pharmaceuticals (Nanjing) Group Co., Ltd.
MENA销售不涉全面制裁分析
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 · 第 181 页
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.
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 · 第 32 页
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 · 第 172 页
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.