as advised by our International Sanctions Legal Advisor, given that our products and solutions include AI systems is intended for the control of robotic systems, being developed for use in advanced driving assistance systems and automated emergency braking systems, we are likely to be deemed a Covered Foreign Person engaged in "Covered Activities" referred to in the definition of "Notifiable Transactions" as set out in 31 C.F.R. § 850.217(d)(2)(iv)
Summary · 第 13 页
Following the completion of the [REDACTED], it is expected that U.S. persons will be able to [REDACTED] in our Company based on the publicly traded securities exception under the Final Rule, as long as the [REDACTED] made do not afford the U.S. persons rights that go beyond standard minority shareholder protections.
Summary · 第 14 页
Hence, the Final Rule may increase the compliance burden of U.S. [REDACTED] and may cause certain U.S. [REDACTED] to adopt a more cautious approach in their [REDACTED], which may negatively impact our ability to raise capital from U.S. [REDACTED].
Accordingly, our legal advisor on international sanctions laws is of the view that we are engaged in "covered activities" that could fall within the scope of transactions subject to notification requirements under the Final Rule.
Business · 第 179 页
Therefore, our Directors and legal advisor on international sanctions laws are of the view that the Final Rule is not expected to have a material adverse impact on Group's business operations, financial performance, as well as the [REDACTED] of the Company's securities on the Exchange after the completion of the [REDACTED].
During the Track Record Period, we used U.S.-origin EDA software and semiconductor IP blocks to design all our IC products, which are thus direct products of U.S. software and/or technology subject to the EAR.
Business · 第 167 页
We obtained BIS licenses for supplying certain EAR99 products to one entity on the BIS Entity List, and conducted a one-time supply of EAR99 products to the entity in strict compliance with such licenses during the Track Record Period.
Business · 第 167 页
As advised by our International Sanctions Legal Advisor, we are a “covered foreign person” under the Outbound Investment Rule, although there is no assurance that the U.S. Department of the Treasury will take the same view.
北京海致科技集团股份有限公司Beijing Haizhi Technology Group Co., Ltd.02706.HK
属美国对外投资新规下受规管人士
Our international sanctions counsel is of the view that, we are a covered foreign person because the solutions that we develop and offer can be used for public service analysis by our customers and fall within the category of notifiable transactions under the Final Rule.
Summary · 第 18 页
After consultation with our International Sanctions Advisors, our Directors are of the view, and the Joint Sponsors concur that, the Final Rule will have limited impact on the Group's business operations and financial performance, as well as the Global Offering because (1) investments by persons other than U.S. persons as defined under the Final Rule are not subject to the Final Rule, and (2) U.S. persons are not prohibited from but shall bear the obligation to notify the U.S. Department of Treasury after acquiring any of our equity interests that are not yet publicly traded, including the Global Offering, except through valid exceptions or unless such investments were completed prior to the effective date of the Final Rule.
As advised by DLA Piper, our Directors believe that we are likely to be deemed a Covered Foreign Person engaged in one of the “covered activities” (including (i) semiconductors and microelectronics, (ii) quantum information technologies, and (iii) artificial intelligence systems) as we design integrated circuits as described in the definition of “notifiable transactions” in 31 C.F.R. §850.217.
Business · 第 238 页
The procurement amounts of such items and EAR-99 Items were RMB107.9 million, RMB38.8 million and RMB76.5 million in 2022, 2023 and 2024, respectively, accounting for 1.93%, 0.89% and 1.45% of the total procurement amount of the Company during the respective years.
Business · 第 239 页
Based on the above, and that, as advised by DLA Piper, it is the responsibility of the U.S. person engaged in a “notifiable transaction” to make a notification to Treasury pursuant to the Final Rule, our Directors do not believe that the Final Rule is expected to have a material adverse impact on our business, results of operations, financial condition or the Global Offering.
Since our principal place of business is in China and we engage in the development of certain AI models, we are likely to be deemed as a "covered foreign person" as described in the Final Rule.
Summary · 第 31 页
Accordingly, it appears likely that some U.S. persons that purchase our Shares in the Global Offering or are the parents of non-U.S. person subsidiaries that purchase our Shares in the Global Offering would be required to file notifications regarding their or their subsidiaries’ purchases with Treasury no later than 30 days after such purchases of the Shares.
Business · 第 342 页
As advised by our international sanctions legal advisor, our Directors are of the view that the Final Rule will not have a material effect on our business, results of operations or financial condition, in part because: (i) in light of the totality of the circumstances of the Global Offering, including that it is expected to be marketed to, and capable of being supported by, a broad investor base (including non-U.S. investors), the Final Rule is not expected to materially constrain investor participation in the Global Offering;
On October 28, 2024, the U.S. Department of the Treasury (the “Department of Treasury”) issued the “Provisions Pertaining to U.S. Investments in Certain National Security Technologies and Products in Countries of Concern” (the “Final Rule”) to implement an outbound investment program that restricts investments by U.S. persons and U.S.-controlled entities.
Summary · 第 26 页
Following consultations with our legal advisor regarding U.S. foreign investment laws and taking into account of their view, our Directors believe that the Final Rule has no material adverse impact to our business operations, financial performance and the Global Offering because (i) although investments by U.S. persons in us likely constitute “notifiable transactions” under the Final Rule, they do not constitute “prohibited transactions” under the Final Rule, as our business involving the design of ICs do not meet the standard of the design of advanced ICs under the “prohibited transaction” criteria;
Summary · 第 26 页
Should the purchase of our H Shares in the Global Offering by U.S. persons be considered notifiable transactions, the obligation to report such notifiable transactions to the U.S. Department of the Treasury lies with the U.S. persons making such investments, and there is no reporting obligation imposed on us under the Final Rule;
A supplier of our Company was recently impacted by U.S. export restrictions that prevent it from supplying certain integrated circuits to mainland China, which we do not believe will have a material impact to our operations for the following reasons as advised by our U.S. counsel: the relevant integrated circuits are not among the components that we purchase from this supplier, and thus this development did not impact our activities with or involving this supplier and did not create disruptions for our business.
Business · 第 398 页
In addition, one of our suppliers was added to the list of Chinese Military Companies maintained by the Department of Defense, or DoD, although this will not impact our ability to transact with such supplier.
Business · 第 399 页
Based on the opinion of our U.S. counsel for matters relating to the Final Rule, there is ambiguity with respect to how the U.S. Department of the Treasury may interpret the scope of the Final Rule and we cannot rule out the possibility that our development of autonomous driving systems could be considered a "covered activity" (as defined in the Final Rule) or that we may otherwise meet the definition of Covered Foreign Persons provided in the Final Rule.
As advised by our Legal Advisor as to OIP Matters, we are likely to be deemed a "Covered Foreign Person" engaged in activities described in the definition of "Notifiable Transaction" under the OIP — namely, the development of an AI system intended to be used for the control of robotic systems.
Summary · 第 40 页
Accordingly, it appears likely that U.S. persons that purchase our Shares in the Global Offering or are the parents of non-U.S. person subsidiaries that purchase our Shares in the Global Offering would be required to file notifications regarding their or their subsidiaries’ purchases with Treasury no later than 30 days after such purchases of the Shares.
Summary · 第 41 页
The only NVIDIA chips we use is NVIDIA “DRIVE Orin” chip, the U.S. Export Control Classification Number (“ECCN”) of which is 3A991.p.
We are a “covered foreign person” and our business constitutes “covered activities” and investments by U.S. persons in us likely constitute “notifiable transactions” in the Final Rule.
Business · 第 193 页
Our Directors are of the view, after consultations with our legal advisor as to U.S. export control laws and taking into account its view, that the impact of the current U.S. export control laws on our business is generally limited and manageable for reasons below:
Business · 第 192 页
Based on the foregoing analyses, and after consultations with our legal advisor as to U.S. export control and tariff laws and taking into account its view above, our Directors are of the view that the current trade restrictions and tariffs, including the U.S. export control laws and the tariffs imposed by the U.S. would not have any material adverse impact on our business operations or financial performance.