The revenue generated from such customers was approximately RMB0.3 million in 2023, RMB0.1 million in 2024 and RMB0.4 million in 2025, represented approximately 0.07%, 0.02% and 0.06% of our total revenue of each year during the Track Record Period.
Business · 第 152 页
During the Track Record Period, we made limited sales to customers located in Russia and Belarus.
Business · 第 153 页
The transaction value was relatively small (accounting for 0.06% of our total procurement in 2025) and occurred only once.
We are aware that on December 18, 2025, leadership of certain committees of the U.S. Congress issued a formal letter to the U.S. Department of Defense recommending that certain companies, including our third-party CDMO service provider, be added to the Section 1260H list.
Business · 第 211 页
Our Directors are of the view that the BIOSECURE Act and related geopolitical developments did not have any material adverse impact on the Group’s business operations, financial performance or liquidity during the Track Record Period and up to the Latest Practicable Date.
Business · 第 211 页
Accordingly, we continue to monitor legislative and regulatory developments in relevant jurisdictions and has adopted measures to mitigate potential risks, including (i) maintaining operational flexibility in selecting CRO and CDMO service providers, (ii) diversifying potential suppliers and external service providers where commercially appropriate, (iii) conducting ongoing assessments of supply chain and regulatory risks, and (iv) evaluating alternative arrangements for future manufacturing and research activities as part of our broader operational and commercialization planning.
During the Track Record Period and up to the Latest Practicable Date, we had (i) nine customers, to which we supplied PCBs, and one supplier, from which we procured labor services added to the BIS Entity List; (ii) three additional suppliers added to the NS CMIC List, from which we procured telecommunications services; and (iii) seven additional suppliers and one additional customer added to the 1260H List.
Summary · 第 11 页
(i) revenue from the nine Relevant BIS Customers accounted for 4.0%, 3.7%, 3.7% and 1.5% of our revenue, while purchase from the Relevant BIS Supplier accounted for nil, 0.003%, nil and nil of our total purchases;
Business · 第 159 页
our Directors are of the view that during the Track Record Period and up to the Latest Practicable Date, (i) our Group has complied with applicable U.S. export control laws and regulations and applicable sanctions laws in all material respects, that (ii) there has not been, and is not expected to be, any material direct or indirect impact from overseas sanctions, export controls, trade restrictions on our business operations or financial performance; and that
Although our Supplier A is subject to certain U.S. export control and economic sanctions restrictions, namely, that it has been listed on the U.S. BIS Entity List with a Footnote 5 designation and included on the U.S. DoD’s CMC List, our International Sanctions Advisor is of the view that the relevant transactions between us and Supplier A are neither prohibited nor restricted, as the wafers supplied by Supplier A are not subject to the EAR.
Business · 第 165 页
We consider the impact of the DD IFR on us is immaterial because (i) our products are manufactured using mature process nodes of 40nm and above, which do not meet the advanced process node threshold of 16/14nm or below, nor do they adopt any non-planar transistor architecture, and (ii) in practice, our wafer foundries and packaging and testing service providers have not imposed any more stringent compliance reviews, information disclosure requirements, or transaction restrictions on us as a result of the implementation of the DD IFR.
Business · 第 165 页
Based on the foregoing facts and the analysis of our International Sanctions Advisor, our Directors and Sponsor hold the view that our business activities do not violate U.S. export control laws and regulations, and that U.S. restrictions on the export of chips to China have not had a material adverse effect on our operations or financial condition.
During the Track Record Period, we had transactions with two suppliers that were designated on the Entity List (“Relevant Entities”), one of which was listed with a footnote 4 designation.
Business · 第 200 页
As such, our Directors are of the view that our Group’s business operations and financial performance are not materially adversely affected by the applicable International Sanctions.
Business · 第 200 页
During the Track Record Period, we had transactions in the Relevant Region.
As advised by our International Sanctions Legal Advisers after performing the procedures they consider necessary, the Group’s activities with the Relevant Region and its procurement of EAR99 items did not implicate the applicable U.S. Export Controls or represent a Primary Sanctioned Activity
Business · 第 190 页
During the Track Record Period, the Group has also sold certain DRAM module incorporated with DRAM DIE that are non-U.S. origin and are not subject to the EAR to two customers which have been designated by the BIS to the Entity List.
During the Track Record Period, four of our customers were listed on the Entity List maintained by the U.S. Department of Commerce's Bureau of Industry and Security, with two customers designated under footnote 1 and one customer designated under footnote 4.
Business · 第 199 页
Our International Sanctions Legal Advisor is of the view that transactions with such customers did not violate the EAR.
Business · 第 199 页
During the Track Record Period, certain of our suppliers were listed on the BIS entity list, with some designated with footnote 1 and footnote 4.
On December 18, 2025, the U.S. legislation titled the BIOSECURE Act (the “BIOSECURE Act”) was signed by President Trump. Prohibitions in the BIOSECURE Act will not take effect until the OMB issues implementing guidance and relevant federal regulations are finalized.
Summary · 第 14 页
We are of the view that the BIOSECURE Act, in its current form, would not have a material adverse impact on our business, primarily because we, or any of our subsidiaries, are not a recipient of any U.S. federal government contracts, loans, grants or funding and do not anticipate applying for such contracts, loans, grants or funding in the future.
Summary · 第 14 页
(ii) none of WuXi AppTec, WuXi Biologic, or any of their affiliates with whom we had business relationship are listed as “biotechnology companies of concern” in the current version of the BIOSECURE Act, and (iii) we did not have business relationship with any entity included in the 1260H List.
During the Track Record Period, a limited number of our customers attributable to an immaterial portion (below 0.1%) of our revenue from continuing operations during the Track Record Period became designated on the Specially Designated Nationals and Blocked Persons (the “SDN List”), which is maintained by the U.S. Office of Foreign Assets Control of the U.S. Department of the Treasury.
Business · 第 141 页
None of the items we sold to Entity List-designated customers, which accounted for an immaterial portion (below 0.1%) of our total revenue from continuing operations during the Track Record Period involved any transfer, export or re-exports of items subject to the EAR.
Business · 第 141 页
We have implemented a know-your-customer process to assess the background of our counterparties.
The SDN Sales involved total payments of approximately US$75,000 during the Track Record Period.
Business · 第 131 页
Our Directors confirm that, as of May 2025, we ceased all transactions involving entities on the SDN List.
Business · 第 131 页
However, as advised by our International Sanctions Legal Advisers, as the SDN Sales were denominated in U.S. dollars and processed through U.S. financial institutions, such transactions may implicate U.S. primary sanctions restrictions applicable to U.S. persons and U.S. financial institutions, and could give rise to direct U.S. sanctions exposure if we were found to have caused a U.S. person to process a prohibited transaction or otherwise to have evaded U.S. sanctions.
南京硅基智能科技集团股份有限公司Nanjing Silicon Intelligence Technology Group Co., Ltd.
云服务主要供应商列入美国BIS实体清单
Our major supplier of both cloud services ("Supplier A") and its affiliates, is on the BIS Entity List.
Business · 第 170 页
Our purchase amount from Supplier A for the years ended December 31, 2023, 2024 and 2025 amounted to RMB60 million, RMB30.2 million and RMB26.9 million, respectively.
Business · 第 170 页
We purchased certain commercial grade hardware and embedded/related software from an independent Chinese supplier ("Supplier Y") only during the period from February 2022 and March 2023, which included U.S. GPUs (the "GPU Model A, B & C").
深圳市创想三维科技股份有限公司Shenzhen Creality 3D Technology Co., Ltd.03388.HK
涉及受国际制裁地区及BIS限制名单实体的销售
The revenue generated from such sales to the Relevant Regions was approximately RMB66.7 million, RMB103.2 million and RMB149.5 million, representing approximately 3.5%, 4.5% and 4.8% of our total revenue in 2023, 2024, and 2025, respectively.
Business · 第 202 页
For the three China-based entities that have been designated on the BIS restricted party lists at the time of the transactions, we have identified sales of our 3D printers to these customers throughout the Track Record Period (the “Relevant Entities”).
Business · 第 202 页
Given the nature of our activities, as advised by our International Sanctions Legal Advisor, the risk is fairly low that OFAC would view our Group itself as “operating in” Russia’s manufacturing sector or have materially assisted, sponsored, or provide financial, material or technological support for, or goods or services to or in support of other targeted sectors of Russia’s economy under EO 14024 for its business activities with Russia by merely selling the Group’s products to Russia or that OFAC would designate us as an SDN for merely selling the Group’s products to Russia (rather than manufacturing its products in Russia, locally).
Certain of our customers have been included on the BIS Entity List. Specifically, a customer group of the Company and two customers of Source Photonics were included on the BIS Entity List.
Business · 第 180 页
Revenue generated from the relevant customer group of the Company in the aggregate accounted for 1.0%, 1.6% and 1.7% of our total revenue in 2023, 2024 and 2025, respectively.
Business · 第 180 页
We intend to continue transactions with these customers under the Group's existing compliance framework to ensure compliance with applicable export control and sanctions laws and regulations.
During the Track Record Period, we generated revenue from a customer listed on the Entity List (the “targeted customer”), which accounted for 0.3%, 0.2% and 0.2% of our total revenue in 2023, 2024 and 2025, respectively.
Summary · 第 9 页
As advised by our International Sanctions Legal Advisors, during the Track Record Period and up to the Latest Practicable Date, our transaction with the targeted customer had not violated any U.S. export-control restrictions or other U.S. sanctions measures, and our exposure to U.S. export-control and related sanctions risks is remote.
Summary · 第 9 页
we have established internal policies on sanctions and export controls to ensure compliance with applicable relevant laws and regulations.
The transactions with Company A for the procurement of data services and Company B for the procurement of sun sensors occurred in December 2019 and March 2023, respectively, with transaction amounts of RMB1.5 million and RMB1.0 million, respectively.
Business · 第 187 页
As advised by our International Sanction Counsel, considering no US nexus was involved in the aforementioned transactions and the nature of such transactions was limited to procurement from Company A and Company B, our business dealings with the Relevant Entities do not appear to violate or implicate any breaches of the applicable U.S. sanctions and U.S. export control.
Business · 第 188 页
While we have terminated cooperations with Company A and Company B, we are able to procure data services and sun sensors from alternative companies with comparable quality, quantity and commercially reasonable terms.
During the Track Record Period, we had transactions with (i) certain countries or territories for which Relevant Jurisdictions maintain various forms of sanctions programs in place, including the Balkans (including Albania, Bosnia and Herzegovina, Northern Macedonia, and Serbia), Egypt, Hong Kong SAR, Turkey, Tunisia, and Ukraine (excluding the Crimea, LPR, DPR, Zaporizhzhia and Kherson regions) (the "Relevant Regions"); and (ii) 11 PRC entities on the SDN List, the BIS List and/or the NS-CMIC List (the "Relevant Entities").
Business · 第 149 页
The transaction amount with these PRC SDNs in the aggregate contributed less than 1% of our gross revenue during the Track Record Period.
Business · 第 149 页
As of the Latest Practicable Date, we have ceased signing any new contracts with these PRC SDNs, and for the existing purchase orders with one PRC SDN customer for PRC-origin servo motors, it is expected that these orders will be completed by June 2026 and will not be renewed;
Purchase from Supplier F for 2023, 2024 and 2025 was RMB584.6 million, RMB26.8 million and RMB502.7 million, respectively, representing approximately 11.4%, 0.5% and 3.8% of our total purchase amount for the respective periods.
Business · 第 138 页
Our revenues attributable to these customers for the years ended December 31, 2023, 2024 and 2025 amounted to RMB1.8 million, RMB1.9 million and RMB10.0 million, respectively, representing approximately 0.05%, 0.03% and 0.09% of our total revenue for the corresponding periods.
Business · 第 138 页
According to our Sanctions Legal Advisor, our risk exposure regarding U.S. export controls and economic sanctions is immaterial.
In addition, two of our customers which procured autonomous vehicle leasing services were designated on the BIS Entity List.
Business · 第 215 页
During the Track Record Period, we entered into and performed only three contracts with the two customers, generating revenue of RMB0.5 million, RMB0.1 million and RMB3.0 million in 2023, 2024 and 2025, respectively, representing approximately 0.3%, 0.03% and 0.9% of our total revenue for the corresponding years.
Business · 第 215 页
Such suppliers are not our sole sources for the relevant commodities.
上海拓璞数控科技股份有限公司Shanghai Top Numerical Control Technology Co., Ltd.07688.HK
与受制裁关注客户及EAR客户的业务
For illustration purposes, in relation to FY2023, FY2024 and FY2025, (i) our procurement from the Relevant Suppliers amounted to approximately RMB0.07 million, RMB0.65 million and RMB0.04 million, representing approximately 0.03%, 0.20% and 0.01% of our total cost of sales, respectively; and (ii) our total revenue derived from the Relevant Customers was approximately RMB29.55 million, RMB123.65 million and RMB24.87 million, respectively, representing approximately 8.83%, 23.26% and 4.46% of our total revenue, respectively.
Business · 第 193 页
We were advised by the International Sanctions Legal Advisor that our products are not intended for military usages and no goods involved in the sale of products of our Group includes more than the 25% applicable de minimis amount of U.S.-origin products, parts, commodities, software or technology under the EAR (being less than 6% by value involves U.S.-origin products of the highest level products), therefore, our products sold to EAR Customers during the Track Record Period were not items that are restricted for MEUs as described in Supplement No. 2 to part 744 of the EAR.
Business · 第 194 页
While we will cease all business dealing with the Relevant Suppliers being on the SDN List or subject to asset freeze under the U.K. Regulation, we do not intend to increase the levels of our business dealings with the EAR Customers, the Relevant Customers or Relevant Suppliers which are subject to export control or listed on other International Sanctions programmes as at the Latest Practicable Date.
However, although our exports to the United States might be subject to the tariffs of the United States, these exports accounted for a very small proportion of our revenue during the Track Record Period, representing approximately 0.2%, 1.2% and 0.1% of our total revenue in 2023, 2024 and 2025, respectively, primarily involving Bat series and Python series.
Business · 第 177 页
In 2023, 2024 and 2025, the revenue generated from counterparties on the Entity List accounted for 4.2%, 2.9% and 1.5% of our total revenue, respectively, and the purchases from such entities accounted for 1.2%, 0.8% and 0.7% of our total purchase amount, respectively.
Business · 第 177 页
Therefore, as advised by King & Wood, our legal advisor as to international sanctions matters, we are of the view that the U.S. tariffs and/or export controls did not and were not expected to have any direct material adverse impact on our business operations and financial performance as of the Latest Practicable Date.