In addition, revenue generated from the United States market amounted to approximately 94.8%, 93.5% and 93.5% of our total revenue in 2023, 2024 and 2025, respectively.
Summary · 第 5 页
Based on such classification and the applicable tariff treatment during the Track Record Period, our products were not subject to additional tariffs under the Section 301 measures and were eligible for tariff exclusion or exemption commonly referred to as the “Gardening Exemption”.
Business · 第 171 页
Based on our 2025 financial results, and assuming that a tariff broadly comparable to the current tariff applicable to ceramic imports from China were imposed on our U.S.-derived revenue, if such tariff were borne entirely by our Group and no First Sale Rule were available, our gross profit would have decreased from HK$289.4 million to approximately HK$144.0 million.
维健国际控股集团有限公司WinHealth International Holding Group Company Limited
产品主要采购自日本及欧洲，面临地缘政治风险
As our products are primarily sourced from suppliers in Japan and Europe, we are exposed to potential geopolitical and cross-border supply chain risks.
Business · 第 184 页
Cost of sales attributable to products sourced from Japan accounted for 2.2%, 11.7% and 18.3% of our total cost of sales in 2023, 2024 and 2025, respectively.
Business · 第 184 页
We maintain regular supply and demand communications with our upstream suppliers and maintain a safety stock level of three to 12 months for our key products, providing an effective buffer against potential supply disruptions and minimizing the impact on the continuity of our production and sales operations.
However, although our exports to the U.S. might be subject to the tariffs of the U.S., these exports accounted for a very small proportion of our revenue during the Track Record Period, representing approximately 0.02%, 0.04% and 0.01% of our total revenue in 2023, 2024 and 2025, respectively, primarily involving down jackets.
Business · 第 169 页
Furthermore, any tariffs incurred on products exported to the U.S. were borne by the purchasers, and we do not bear the tariff costs.
Changes in U.S. tariff policies have also had some indirect impacts on our business, and were one of the factors contributing to the decrease in our revenue from sales of actuators by RMB36.7 million, or 29.3%, from RMB125.3 million in 2024 to RMB88.6 million in 2025.
Summary · 第 4 页
Based on the foregoing, including (i) the limited direct impacts of U.S. tariffs on the Group's business, (ii) the decline in our actuator sales in 2025, partially and indirectly caused by these tariffs, with actuator sales representing only a minor portion of our total revenue, and (iii) the Group's strategic mitigating measures, the Directors are of the view that, based on the tariff measures in effect as at the Latest Practicable Date, U.S. tariffs have not had, and are not expected to have, any material adverse impact on the Group's business or results of operations.
During the Track Record Period, U.S. tariffs on imports from China peaked at 145%, while China’s retaliatory tariffs on U.S. imports peaked at 140%.
Summary · 第 10 页
In 2023, 2024, 2025 and the three months ended March 31, 2026, revenues generated from products directly exported to the United States accounted for approximately 5.0%, 4.8%, 4.6% and 3.2% of the our total revenues, respectively.
Business · 第 157 页
For PCBs sold directly to the U.S., import clearance and tariff payments are borne by our customers, in accordance with the international commercial terms set out in sales agreements.
During the Track Record Period, our procurement from U.S. suppliers mainly comprised prunes, which amounted to nil, RMB3.3 million and RMB16.2 million in 2023, 2024 and 2025, respectively, representing nil, 0.3% and 1.1% of our total purchase amount during the same years.
Summary · 第 12 页
Our procurement from U.S. suppliers increased in 2025, mainly because we procured a large amount of prunes from the U.S. in early 2025, prior to China's implementation of additional tariffs on U.S. goods or after China lowered its tariffs on U.S. goods, mainly due to customer demand for our prune-based products.
Summary · 第 12 页
We have found alternative suppliers for comparable prunes at competitive price.
During the Track Record Period, we exported pump products into the United States, with a transaction amount of approximately RMB81.3 million, RMB83.1 million and RMB61.1 million in 2023, 2024 and 2025, respectively, accounting for 0.3970%, 0.3924%, and 0.3049% of our total revenue respectively in each of the corresponding years.
Business · 第 198 页
Furthermore, while U.S. tariff fluctuations have led some customers to reduce procurement, resulting in a decline in our income from sales to the United States in 2025, our exports to the United States constitute a negligible share of total revenue, and thus the overall impact is not material.
Business · 第 199 页
After consulting with our International Sanctions Legal Advisor, our Directors confirm, and the Joint Sponsors concur, that the enhanced U.S. tariffs have had no material adverse impact, directly or indirectly, on our business operations and financial performance.
The sales amount of U.S.-origined products accounted for 4.4%, 4.2% and 4.1% of our total sales in 2023, 2024 and 2025, respectively, out of which 1.1%, 0.8% and 0.9% were directly purchased from brand owners located in the U.S., respectively, and others were purchased from brand owners’ authorised sales agents or PRC branches.
Summary · 第 15 页
Our Directors are of the view that the risk of rising tariffs has had relatively limited impact on our operations.
Summary · 第 15 页
Based on the foregoing, our PRC Legal Advisers and our Sponsor concur with our Directors’ assessment that the U.S. tariff policies did not and will not have a direct material impact on the Group’s business operations or financial performance.
From the perspective of U.S. and E.U. tariffs, we did not record any export sales to either the U.S. or the E.U., and all of our sales were made to customers located in countries and regions outside these jurisdictions, in each case, during the Track Record Period and up to the Latest Practicable Date.
Summary · 第 14 页
However, we may face at least 10% additional tariffs if we plan to export its products to the U.S. in the near future.
Business · 第 174 页
Specifically, we generated RMB25.0 million, RMB18.5 million and RMB17.1 million from overseas OEM customer in Thailand, accounting for 2.8%, 1.4% and 0.7% of our total revenue in 2023, 2024 and 2025, respectively.
During the Track Record Period, our revenue attributable to the United States based on delivery destination amounted to RMB2,069.9 million, RMB2,842.7 million and RMB3,348.9 million in 2023, 2024 and 2025, respectively, representing approximately 6.1%, 7.7% and 8.3% of our total revenue for the corresponding years respectively, and therefore constituted a relatively small portion of our total revenue.
Business · 第 181 页
Given that most large-scale manufacturing bases for leading consumer electronics brands are located outside the United States, our products are rarely exported directly to the United States.
Business · 第 181 页
In light of the foregoing, and given the limited revenue contribution from direct sales into the United States, we do not expect this to have a material adverse impact on our business and results of operations as a whole.
We noted that the U.S. government imposed rounds of tariff increases on imports from the PRC in 2025.
Summary · 第 15 页
direct sales to customers within the United States, which are not exports from the PRC, only accounted for approximately RMB8.0 million, and 1.3% of our total revenue in 2025, derived from the provision of our RIIN Galaxy SaaS and T-shirts for printing, we consider that such tariff policies (including updates regarding latest order) implemented by the U.S. government would not have any material adverse impact on our business operations and financial conditions as of the Latest Practicable Date.
Summary · 第 15 页
Our Directors believe that the U.S. tariffs, including the corresponding tariff policies introduced by other countries (assuming they are enforced as proposed), will not have a material adverse impact on our business, results of operations or expansion plans, based on the following considerations: (i) we make no direct exports to the United States and therefore have insignificant direct exposure to the tariffs imposed by the United States; (ii) downstream customers, who import end products incorporating our products into the United States, are responsible for the tariffs; (iii) the majority of our revenue is derived domestically within the PRC and our operations are primarily focused on the domestic market, which is unaffected by the U.S. tariffs; (iv) our supply chain has not been materially impacted by the tariffs imposed by the United States.
As of the Latest Practicable Date, the U.S. government has imposed cumulative tariffs on imports from China of up to 245%, while China has imposed retaliatory tariffs of up to 125% on imports from the United States.
Business · 第 216 页
Our commercialization efforts in the United States remain at an early stage and are not yet significant. We expect to sell products originating from China to the U.S. market as part of our global distribution strategy.
Business · 第 216 页
As a result of these communications, the Department confirmed in May 2024 that we were not included in the published list.
Particularly, during the Track Record Period, revenue from sales to the U.S. amounted to RMB58.7 million, RMB46.9 million and RMB35.4 million, respectively, accounting for approximately 4.7%, 3.1% and 2.2%, respectively, of our total revenue for the same period.
Business · 第 147 页
During the Track Record Period and up to the Latest Practicable Date, the impact of U.S. tariffs on our operations is limited due to our strategically diversified revenue and supply chain.
Business · 第 148 页
Furthermore, our long-established, localized presence in Europe provides a sustainable competitive advantage that cannot be quickly replicated by new entrants.
As of the Latest Practicable Date, the maximum U.S. tariff rate applicable to any of our products was 60%, which applied solely to our memory chips and comprised a 0% Most Favored Nation (MFN) general rate, a 50% PRC-targeted tariff imposed under Section 301 of the U.S. Trade Act of 1974, and a 10% global tariff imposed under Section 122 of the U.S. Trade Act of 1974.
Business · 第 141 页
For sales to customers in the U.S., since any applicable U.S. import tariffs are contractually borne by the customers, we have not incurred any incremental tariff costs on these sales.
Business · 第 141 页
our Directors are of the view that the U.S. tariffs had not caused, and are not expected to cause, any material adverse impact on our business operations or financial performance during the Track Record Period and up to the Latest Practicable Date.
In 2025, the United States government announced a number of executive actions under the International Emergency Economic Powers Act (IEEPA) that significantly increased tariffs on Chinese-origin goods, including tariff rates that at one point reached up to 145% on certain imports.
Business · 第 206 页
In 2023, we made a one-time purchase of U.S.-designed chips totaling RMB1.1 million.
Business · 第 206 页
Considering that (i) the President lacks authority under IEEPA to impose tariffs as determined by the United States Supreme Court’s decision on February 20, 2026, (ii) we did not generate any meaningful revenue from any customers in the U.S., (iii) we had limited imports from the suppliers in the U.S., throughout the Track Record Period, and (iv) our computing requirements can be fully met using domestically designed and manufactured chips and semiconductors, our Directors believe that the tariff escalation or export restrictions on certain categories of chips did not have a material adverse impact on our operations, financial performance and supply chain during this period.
山推工程机械股份有限公司Shantui Construction Machinery Co., Ltd.
海外收入占比过半且部分市场征收关税
We generated RMB5,878.2 million, RMB7,411.3 million and RMB8,741.3 million from our overseas markets, representing 51.7%, 52.1% and 59.8% of our total revenue of the same years, respectively.
Business · 第 139 页
In such jurisdictions, the applicable tariff rate for our major products sold to the region was 5.0% for sales to major overseas markets, including Russia, Ghana and Malaysia, during the Track Record Period.
江苏华盛锂电材料股份有限公司Jiangsu HSC New Energy Materials Co., Ltd.
美国加征关税与海外收入占比下降
Since early 2025, the U.S. administration has implemented a series of tariff increases on Chinese imports, with rates fluctuating significantly throughout the year.
Business · 第 147 页
Our revenue generated from overseas markets accounted for 15.9%, 11.8% and 4.5% in 2023, 2024 and 2025 of our total revenue, respectively.
Business · 第 147 页
Given our limited export activities in connection with the U.S. during the Track Record Period, our Directors believe that the recent tariffs have had no material or immediate direct impact on our supply chain, production, operations and financial performance during the Track Record Period and up to the Latest Practicable Date.
In 2023, 2024 and 2025, revenue generated from the U.S. accounted for less than 5% of our revenue in the same periods, respectively.
Business · 第 154 页
In particular, in 2023, 2024 and 2025, 32.9%, 22.8% and 12.8% of our revenue was recorded from sales to special supervision territory.
Business · 第 154 页
Based on information currently available to us, during the Track Record Period and up to the Latest Practicable Date, we are not aware of any material cancellations of orders or significant reductions in procurement from us that are directly attributable to the additional U.S. tariffs or other recent trade restrictions, nor have we experienced any material adverse impact on our revenue, gross profit margin or overall results of operations that we can directly attribute to such measures.
As of the Latest Practicable Date, our products were not subject to any existing or proposed tariffs as we do not directly export our products to the U.S..
Business · 第 179 页
Our Directors are of the view, and the Joint Sponsors concur, that recent US tariff developments have not had, and are not expected to have, a material adverse effect on our Group considering that, during the Track Record Period and up the Latest Practicable Date: (i) we do not export finished products directly to the U.S. market; (ii) our procurement of services from the U.S. were not subject to the tariff, and (iii) we did not experience any material adverse changes in sales, order volume, selling prices or financial performance, nor did it receive any material customer requests for order cancellations or renegotiation of sales terms as a result of US or other overseas tariffs.
Business · 第 179 页
We believe any potential tariff impact on our business would be indirect and manageable.
In each year during the Track Record Period, our sales to the U.S. market accounted for approximately 3.2%, 2.5% and 2.7% of our total revenue.
Summary · 第 13 页
During the Track Record Period, the country of origin for our CMOS image sensor was mainly Japan, Korea and Israel, instead of China, and enjoy the most-favored-nation tariff rate of nil according to the U.S. tariff policies.
Summary · 第 13 页
In addition, during the Track Record Period, we did not bear any import tariff in terms of our overseas sales as export orders in the ordinary course of our business are mainly fulfilled on an EXW (Ex Works) and FCA (Free Carrier) term, under which the responsibility for tariffs lies with the purchaser.