During the Track Record Period, we made a single shipment of HRS parts by our subsidiary in Mexico to a customer in Venezuela in 2024 for approximately US$15.8 thousand, representing less than 0.1% of our revenue for that year.
Business · 第 178 页
As advised by the International Sanctions Legal Advisor (i) it did not identify any of our business activities during the Track Record Period and up to the Latest Practicable Date to be a Primary Sanctioned Activity or a violation of International Sanctions; (ii) they had not identified any Secondary Sanctionable Activity that appears likely result in the imposition of sanctions against us or any Relevant Person; (iii) none of the members of our Group is a Sanctioned Target or is located, incorporated, organized or resident in a Sanctioned Country; and (iv) we are not a Sanctioned Trader.
The amount of Relevant Transactions in 2023, 2024, 2025, and for the six months ended June 30, 2026 was RMB25.1 million, RMB15.8 million, RMB10.9 million, and RMB11.1 million, respectively, representing 2.6%, 1.5%, 1.1%, and 1.7% of our revenue for the corresponding periods.
Business · 第 148 页
One of our known end-users was added to the Entity List maintained by the Bureau of Industry and Security (''BIS'') of the U.S. Department of Commerce in September 2025.
Business · 第 150 页
We have established an international sanctions and export control compliance framework to identify, assess and monitor the relevant risks.
During the Track Record Period, we have sold our mobile phones products and IoT products to certain regions subject to sanctions imposed by the United States, the European Union or the United Nations, primarily including Democratic Republic of the Congo, Ethiopia, Guinea, Hong Kong, Iraq, Lebanon, Mali, Myanmar, Russia, Somalia, Turkey, Venezuela, and Zimbabwe (the “Relevant Regions”).
Summary · 第 13 页
Revenue generated from sales to customers in Relevant Regions was approximately RMB15,638.5 million, RMB17,905.6 million, RMB14,672.3 million, and RMB4,359.0 million in 2023, 2024, 2025 and the four months ended April 30, 2026, respectively, accounting for 25.1%, 26.1%, 22.4% and 18.7% of our total revenue for the respective periods.
Business · 第 139 页
During the Track Record Period, one of our customers was designated on the SDN List in October 2024 and on the European Union List in May 2025, after we ceased sales to the customer in September 2024.
Our revenue generated from the sales to that customer amounted to RMB39.8 million, RMB8 thousand, nil and nil in 2023, 2024, 2025 and the six months ended June 30, 2026, respectively, representing approximately 5.0%, a negligible amount, nil and nil of our total revenue in the corresponding periods.
Business · 第 177 页
Given the above, our International Sanctions Legal Advisor is of the view that during the Track Record Period and up to the Latest Practicable Date, our sales to Russia did not constitute a Primary Sanctioned Activity or a violation of the U.S. primary sanctions.
Business · 第 178 页
The Group has also implemented internal control measures to manage and mitigate sanctions risks. It has established and implemented export control and economic sanctions compliance management measures and adopted a compliance manual.
Such sales amounted to approximately RMB36.6 million in 2023, RMB42.4 million in 2024 and RMB31.1 million in 2025 and RMB4.2 million in the six months ended June 30, 2026, which represented approximately 0.9%, 1.0%, 0.8% and 0.2% of our annual sales revenue during the respective years.
Business · 第 150 页
Regarding U.S. secondary sanctions, our sales activities involved one supplier and two customers subject to U.S. SDN sanctions targeting Russia.
Business · 第 150 页
our Directors are of the view, that the international sanctions and related trade restrictions should not have any material impact on our business and financial performance.
During the Track Record Period, our sales to customers located in Russia amounted to approximately RMB112.9 million, RMB100.3 million, RMB46.6 million and RMB4.3 million in 2023, 2024, 2025 and the four months ended April 30, 2026, respectively, representing approximately 5.3%, 3.4%, 1.2% and 0.3% of our total revenue for the corresponding periods.
Summary · 第 13 页
Based on the advice of our International Sanctions Legal Advisor, none of the (i) relevant Russian customers, (ii) their payment banks, and (iii) Third-Party Payors they used were Sanctioned Targets at the time of the transactions.
Business · 第 198 页
Based on the review conducted by our International Sanctions Legal Advisor, our acceptance of third-party payments from certain Russian customers does not constitute sanctions evasion under the applicable sanctions regimes.
广西玉柴船电动力股份有限公司Guangxi Yuchai Marine and Genset Power Co., Ltd.
涉土耳其、伊拉克及俄的制裁风险
For FY2023, FY2024, FY2025 and 1H2026, the revenue received by our Group from the sales of products to companies or individuals in Turkey and Iraq was RMB25.1 million, RMB36.6 million, RMB57.9 million and RMB44.3 million, respectively, which amounted to 0.8%, 0.9%, 0.9% and 1.0% of the total revenue of our Group for the corresponding periods, respectively.
Business · 第 159 页
While the use of U.S. dollar clearing systems theoretically invokes U.S. jurisdiction, our International Sanctions Legal Advisor is of the view that such transactions do not pose a risk of triggering Primary Sanctions, as the underlying parties and activities are not subject to such restrictive measures.
Business · 第 159 页
Accordingly, our International Sanctions Legal Advisor is of the view that there is a relatively low risk that our activities and our limited indirect exposure to Russia during the Track Record Period will trigger U.S. Secondary Sanctions.
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 sold certain of our products to certain customers located in countries/regions subject to International Sanctions, including Iran, Syria, Belarus, Egypt, Iraq, Lebanon, Libya, Myanmar, Nicaragua, Russia (excluding the Crimea region), South Sudan, Somalia, Tunisia, Turkey, Ukraine (excluding the Crimea region), Venezuela and Yemen (collectively, "Relevant Regions").
Business · 第 204 页
Revenue attributable to sales to the United States was RMB19,799 thousand, RMB13,276 thousand, RMB18,371 thousand and RMB7,290 thousand and represented approximately 1.5%, 0.9%, 1.1% and 1.7% of our total revenue for the same period, respectively.
Business · 第 205 页
As advised by our International Sanctions Legal Advisor, our sales of medical devices to the Relevant Regions during the Track Record Period did not represent a violation to primary U.S. sanctions and are unlikely to expose us to secondary U.S. sanctions risks on the basis that:
For FY2023, FY2024, FY2025 and 6M2026, revenue attributable to the Relevant Countries amounted to RMB4.8 million, RMB1.8 million, RMB5.0 million and RMB2.8 million, respectively, representing 1.7%, 0.6%, 1.4% and 1.5% of our total revenue for the corresponding years/period.
Business · 第 171 页
Furthermore, given that such revenue contribution is substantially below the 10% threshold set out in Chapter 4.4 of the Sanctions Guidance (the “Sanctions Guidance”), based on the advice from our international sanctions legal advisers, our Directors are of the view, and the Sole Sponsor concurs, that (i) our Group would not be deemed a “Sanctioned Trader” for the purposes of the Sanctions Guidance; and (ii) our Group’s historical transactions in the Relevant Countries do not give rise to material sanctions exposure, do not adversely affect our Group’s suitability for [REDACTED], and do not have a material adverse impact on our Group’s business operations or financial performance.
Business · 第 172 页
We have established a comprehensive and robust internal control system to manage sanctions-related risks.
浙江荣泰电工器材股份有限公司Zhejiang Rongtai Electric Material Co., Ltd.
往绩记录期间与俄罗斯、伊朗及受制裁实体的交易
During the Track Record Period, we conducted limited business with customers located in Russia and Iran, which are respectively classified as a Broadly Sector-Sanctioned Jurisdiction and a Comprehensively Sanctioned Jurisdiction.
Business · 第 160 页
However, our Directors consider that the secondary sanctions risk arising from our historical Russian-related transactions was relatively low for the following reasons: (i) the volume and frequency of such transactions were limited, with sales to customers in Russia accounting for approximately 0.3%, 0.5%, 0.2% and 0.4% of our total revenue in 2022, 2023, 2024 and 2025, respectively;
Business · 第 161 页
Apart from the transactions described above, during the Track Record Period we also engaged in transactions with three entities that were designated on the SDN List.
On August 12, 2025, we entered into a license and distribution agreement (the “Lancet Agreement”) with Lancet Joint-Stock Company (“Lancet”), a company existing under the laws of the Russian Federation (“Russia”), amended by an addendum thereto dated September 28, 2025.
Business · 第 174 页
Lancet made a payment of an upfront fee of RMB8.0 million to us in November 2025 pursuant to the terms in the Lancet Agreement.
Business · 第 174 页
Pursuant to our termination rights under the Lancet Agreement, on June 15, 2026, we issued a formal notice to Lancet with the effect of immediately terminating and extinguishing the parties’ rights and obligations under the Lancet Agreement (save for any provisions expressed to survive termination).
Although we had certain business in Myanmar, we did not provide any items with U.S., EU, or UK content to those customers, none of our U.S., EU, or UK subsidiaries or personnel was involved in such business, and no U.S. dollars, euros, or pounds sterling were used in connection with such business.
Business · 第 153 页
Our business with a major ICT client and any other companies on the Entity List, the CMIC list, or the CMC list was conducted lawfully because we did not provide any software or other items with U.S. content or otherwise subject to the U.S. Export Administration Regulations to such companies, and none of our U.S. subsidiaries or U.S. personnel was involved in such business.
Business · 第 153 页
As advised by our international sanctions counsel, after reviewing our business, our use of U.S., EU, and UK software and hardware, and our suppliers, customers, shareholders, Directors, senior management, lenders, and subsidiaries, we had complied in all material respects with applicable U.S., EU, and UK export control and sanctions laws and regulations during the Track Record Period and up to the Latest Practicable Date.
During the Track Record Period, we had sales and deliveries of new energy products and dehumidifiers to customers located in jurisdictions subject to comprehensive or selective sanctions imposed by Relevant Jurisdictions, in particular, Syria, Iran, North Korea, Russia, and Belarus (each, a “Relevant Region”, and collectively, “Relevant Regions”).
Business · 第 174 页
As advised by our International Sanctions Legal Advisor, these U.S. dollar-denominated transactions with customers in Syria involved violations of U.S. primary sanctions laws that prohibited the use of U.S. financial institutions to export and supply financial services for trades with Syria.
Business · 第 174 页
After consulting with our International Sanctions Legal Advisor, we made an initial notification of voluntary self-disclosure (“VSD”) to OFAC on January 23, 2026 and filed the comprehensive VSD letter to OFAC on July 20, 2026 related to the Syria Sales.
During the Track Record Period, we made sales of CPT and toner cartridges to customers located in Iran, which is subject to comprehensive U.S. economic sanctions.
Business · 第 176 页
During the Track Record Period, we received 23 USD wire transfers from such Iran USD Sales, totaling in the amount of approximately US$1.3 million, representing approximately 0.1% of our aggregated revenue during the Track Record Period.
Business · 第 176 页
We believe the penalty amount will not materially and adversely affect our financial position, operating results, or cash flows. We have ceased all the business activities related to Iran.
During our entire involvement in the Russia-related business which commenced in June 2022 and terminated in July 2025, the total revenue we generated from sales to Russia was RMB10.4 million, accounting for only approximately 0.9% of our total revenue during the Track Record Period.
Business · 第 180 页
We conducted transactions with the SDNs Customer in December 2024, July 2025, and October 2025 after its designation on the SDNs List the revenue generated from such SDNs Customer accounted for 0.1% and 0.01% of the Group’s total revenue for 2024 and 2025.
Business · 第 179 页
As our transactions did not have any U.S. nexus, our International Sanctions Legal Advisor is of the view that (1) our Russia-related transactions do not represent any Primary Sanctioned Activity, (2) our exposure to secondary sanctions risks arising from the Russia-related transactions is remote, (3) our transaction with the SDNs Customer (as defined below) does not constitute a Primary Sanctioned Activity, and (4) our exposure to secondary sanctions risk arising from our transaction with the SDNs Customer is relatively low, on the following more detailed basis.
Second, transactions with entities on the SDN list and blocked persons were relatively small scale, namely, 0.44% of the total revenue in aggregate during the Track Record Period, and the transactions were all performances of orders that the customers made before they were sanctioned; following designation or blocking, we did not enter into any new transactions with those customers.
Business · 第 135 页
(i) the transactions had no U.S. nexus as described above and the revenue from such countries accounted for 5.86% of our total revenue in aggregate during the Track Record Period;
Business · 第 136 页
Taken together with the absence of U.S. nexus, the civil end-use nature of the products, the limited transaction volumes, and the absence of any intent to evade sanctions, our International Sanctions Legal Adviser is of the opinion that the residual secondary sanctions risk associated with our transactions is remote.
For the years ended December 31, 2023, 2024 and 2025, revenue derived from sales to Russia amounted to approximately RMB0.3 million, RMB2.2 million and RMB0.4 million, respectively, accounting for approximately 0.03%, 0.2%, and 0.02% of total revenue for the respective years.
Business · 第 168 页
We have ceased all Russia-related business operations since February 2025.
Business · 第 168 页
According to our International Sanctions Counsel, our historical transactions in Russia are unlikely to trigger U.S. secondary sanctions risks, primarily because: (i) such transactions did not involve any entities designated on the Specially Designated Nationals and Blocked Persons (“SDN”) List and other sanctions lists maintained by the U.S. government
During the Track Record Period, we sold our smart parking systems to the Relevant Regions, involving non-sanctioned customers, and had also received a U.S. dollar payment processed through a U.S. corresponding bank for a sale of our parking guidance systems comprising LED guidance displays, network controllers and parking sensors to Iran in 2024 totaling US$4,960 (“Iranian Transaction”).
Business · 第 196 页
The revenue generated from our sales to the Relevant Regions were RMB1.9 million, RMB52.5 million and RMB20.7 million, respectively, in 2023, 2024 and 2025, representing 0.3%, 6.6% and 2.5% of our total revenue for the same years, respectively.
Business · 第 196 页
As advised by our International Sanctions Legal Advisors after performing the procedures they consider necessary, the Iranian Transaction appears to be a potential violation of the applicable U.S. sanctions due to the U.S. dollar payments processed through a U.S. corresponding bank for a sale.
Our total revenue generated from the Relevant Regions during the Track Record Period, comprising both direct sales to customers located in such regions and indirect sales identified by our Group through verifiable documentation, is RMB24.2 million, RMB19.5 million and RMB10.6 million in 2023, 2024 and 2025, respectively.
Summary · 第 15 页
In particular, our revenue generated from Russia, representing our sales to Customer A (one of our top five customers in 2023, 2024 and 2025, respectively) was approximately RMB23.1 million, RMB17.3 million and RMB7.7 million for the years ended December 31, 2023, 2024 and 2025, respectively, representing approximately 10.4%, 7.4% and 2.4% of our total revenue for the corresponding years, respectively.
Summary · 第 15 页
As of September 30, 2025 and up to the date of this document, we have ceased all sales to Russia, including both direct sales and indirect sales. We have also ceased all sales to Ukraine, Turkey and Serbia since January 1, 2026 and up to the date of this document.