As of the Latest Practicable Date, of the five companies named in earlier versions of the legislation, we had business relationships with two companies, with the revenue from which accounting for 2.5%, 3.1%, 3.3% and 4.2% of our total revenue in 2023, 2024, 2025 and the seven months ended July 31, 2026, respectively.
Business · 第 162 页
As advised by our International Sanctions Counsel, our business has no relation to any covered activity and does not fall into the prohibited scope nor the notifiable scope under Section 850.224 and Section 850.217 of the Finale Rule respectively, therefore, the Final Rule will not have impact on our business and the [REDACTED].
Business · 第 161 页
If and when companies with which we have business relationships are in the future designated as BCCs, we have formulated relevant mitigation measures to mitigate any direct or indirect adverse impact on our business operations.
As advised by our International Sanctions Legal Advisor, our Directors are of the view that we are not a “covered foreign person,” because we do not engage in any “covered activities” under the OIR.
Business · 第 199 页
In light of the foregoing and as advised by our International Sanctions Legal Advisor, our Directors are of the view that the impact of the OIR on the [REDACTED] is generally limited and manageable.
As advised by our International Sanctions Legal Advisors, we would not be viewed as a Covered Foreign Person under the Final Rule since we did not develop any AI system that are (i) intended for military end-use or government intelligence or mass-surveillance end use, (ii) intended to be used for cybersecurity applications, digital forensic tools, penetration testing tools and the control of robotic systems, nor (iii) trained using a quantity of computer power greater than 10^23^ computational operations, and we do not currently 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.
Business · 第 204 页
On the basis that, we would not be viewed as a Covered Foreign Person, our Directors are of the view that the Final Rule is unlikely to have a material adverse impact on the Group's operations, financial performance or investment prospect, since we did not engage in "covered activity" (as defined in the Final Rule).
The U.S. Department of the Treasury (“Treasury”) has implemented an Outbound Investment Program under a rule that took effect on January 2, 2025 (the “Final Rule”; and such program as in effect on the date hereof pursuant to the Final Rule, the “OIP”).
Business · 第 204 页
Accordingly, even if the Company were considered a “Covered Foreign Person” under the OIP, purchases of the Company’s shares by U.S. persons following the Listing would generally fall within the “excepted transaction” for publicly traded securities and, therefore, would not be subject to notification requirements or prohibitions under the OIP regulations.
Business · 第 205 页
Based on the foregoing, our Directors are of the view that the Final Rule does not have a material adverse effect on our business operations or financial performance.
As advised by our Sanctions Legal Advisor, based on the Final Rule currently in effect and our current business activities, we do not constitute a “covered foreign person” for purposes of the Final Rule.
Business · 第 177 页
As advised by our Sanctions Legal Advisor, during the Track Record Period, we are not aware of any of our customers or suppliers being identified on the SDN List, and the risk of our past transactions and business activities being subject to any primary or secondary sanctions is remote.
Business · 第 178 页
We have adopted measures designed to manage and mitigate the actual and potential impacts of trade measures, including: adhering to a global trade compliance policy, maintaining and enhancing restricted party screening and escalation procedures for customers and suppliers;
For the sales side, based on the following, our Legal Advisor as to international regulatory matters concludes that the export control risk associated with our business is remote, as none of the products we sell are subject to the EAR.
Business · 第 173 页
Therefore, the Group's procurement of items from the U.S. has not been restricted by the U.S. export control regulations currently.
Business · 第 173 页
As advised by our Legal Advisor as to international regulatory matters, the OIR Final Rule shall be inapplicable to the Company and the [REDACTED] on the ground that (i) neither the Company nor its subsidiaries is engaging in or intends to engage in any Covered Activities as defined in OIR Final Rule, (ii) the Group has no plan to develop any business or invest in or acquire any entity that engages in any of the Covered Activities; and (iii) Dr. Zhang does not hold any position in any entity that engages in any Covered Activities.
One of our subsidiaries, Source Photonics, designs and produces certain optical and laser-based semiconductor components, such products are discrete optoelectronic devices rather than integrated circuits for purposes of the Outbound Investment Rule and therefore do not constitute "covered activities."
Business · 第 179 页
As a result, as advised by our legal adviser as to international sanctions, we have concluded that we are not considered a "covered foreign person" by extension of the subsidiaries and controlled entities' activities.
Business · 第 179 页
Our Directors further confirm that the Outbound Investment Rule has not had any material adverse impact on our operations or financial condition, and we do not anticipate any such adverse impacts on the [REDACTED] or the [REDACTED].
We have been advised by our Sanctions Legal Advisor that only three Group entities qualify as "covered foreign persons" under the OIR, each by reason of engaging in "covered activities" involving either integrated circuit design or packaging.
Business · 第 142 页
Based on the above, investments in our H Shares, including those made in connection with our proposed [REDACTED], would not constitute notifiable or prohibited transactions under the OIR.