The revenue generated from such sales was approximately RMB693,685, RMB2,112,000, nil and nil for the three years ended December 31, 2022, 2023 and 2024 and the five months ended May 31, 2025, respectively, representing approximately 0.2%, 0.2%, nil and nil of our total revenue for the corresponding years, respectively.
Business · 第 319 页
We ceased such sales to the Non-sanctioned Customer and accordingly, Russia, as such customer is our only Russia-based customer, in July 2023.
Business · 第 319 页
The revenue generated from such sales was approximately RMB3.8 million, RMB0.6 million, nil and nil for the three years ended December 31, 2022, 2023 and 2024 and the five months ended May 31, 2025, respectively, representing approximately 0.9%, 0.1%, nil and nil of our total revenue for the corresponding years, respectively.
In 2022, 2023 and 2024 and the four months ended April 30, 2025, we sold our products to certain customers located in regions subject to sanctions imposed by the Relevant Jurisdictions, including the Democratic Republic of the Congo, Burundi, Zimbabwe, Guinea, South Sudan and Somalia (together, the “Relevant Regions”), which contributed an aggregate of US$5.8 million, US$3.5 million, US$19.6 million and US$11.0 million, representing approximately 1.8%, 0.8%, 4.3% and 6.8% of our total revenue, respectively.
Business · 第 271 页
Our International Sanctions Legal Advisors have not identified any violation of International Sanctions by us after evaluating the sanctions risks of our business activities in relation to the Relevant Regions during the Track Record Period.
Business · 第 271 页
In light of the foregoing, as advised by our International Sanctions Legal Advisors, our transactions with customers and vendors located in the Relevant Regions during the Track Record Period did not constitute Primary Sanctioned Activities or Secondary Sanctionable Activities for the purpose of Chapter 4.4 of the Guide.
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.
In particular, during the Track Record Period, our revenue generated from Hong Kong amounted to RMB60.0 million, RMB21.6 million, RMB1.9 million, and RMB1.4 million; our revenue generated from Iraq amounted to RMB114,000, nil, RMB37,000, and RMB2.4 million; and our revenue generated from Lebanon amounted to RMB55,000, RMB75,000, nil, and nil, respectively.
Business · 第 268 页
As advised by our International Sanctions Legal Advisors after performing the procedures they consider necessary, these transactions involving Relevant Regions did not involve any sanctioned entities or exports or transactions of any items subject to the EAR, and hence did not represent a Primary Sanctioned Activity or violation of International Sanctions; and, the risk of these transactions being viewed as a Secondary Sanctionable Activity is low because there were no activities targeted by extra-territorial provisions of sanctions law or regulation in the Relevant Jurisdictions.
During the Track Record Period, our Group has also provided design and manufacturing services to Customer D, being designated on the Entity List maintained by the BIS and to which certain export restrictions are applicable, domestically in China, transactions were denominated in RMB and did not involve exports or transactions outside the Chinese border.
Business · 第 269 页
During the Track Record Period, our revenue generated from customer D amounted to RMB174.0 million, RMB104.1 million, RMB112.0 million, and RMB45.7 million, respectively.
Business · 第 269 页
Our Directors, and the Sole Sponsor, concur with this view from the International Sanctions Legal Advisers, and are of the view that there had been no material or adverse impact on our business, financial condition, or results of operations in relation to the relevant sanction risk.
During the Track Record Period, we have a total of seven customers and two suppliers that are listed on or are substantially owned by entities listed on the Entity List or other U.S. sanctions related lists.
Business · 第 294 页
These procurement and sales of such one-off violation represented approximately 4.6% of our total cost of procurement and 3.7% of our revenue for the six months ended June 30, 2025, respectively.
Business · 第 295 页
Further, we have adopted the following internal control procedures with respective to export control and other International Sanctions to ensure we comply with applicable International Sanctions laws and regulations:
During the Track Record Period, we sold certain construction machinery and equipment to non-sanctioned customers located in the Relevant Countries.
Business · 第 300 页
With respect to our business activities involving Russia, the Group’s sales to Russia during the Track Record Period were settled in Russian Ruble only, and the revenue from sales to Russia accounted for less than 7.0% of our total revenue in 2022, 2023, 2024 and the four months ended April 30, 2025.
Business · 第 301 页
we do not engage in local manufacturing but simply conduct sales into Russia, which reduces our exposure to sanctioned Russian economy.
Our revenue from this customer accounted for approximately 1.6%, 1.1%, 5.8% and 5.0% of our total revenue in 2022, 2023, 2024 and for the five months ended May 31, 2025, respectively.
Business · 第 290 页
Therefore, we have assigned specific codes to the raw materials provided by the Entity List Customer and kept separate inventory records for these materials to distinguish them from both our own purchased materials and materials provided by other customers for different projects.
Business · 第 290 页
On the basis that, no items subject to the EAR were involved in our services to the Entity List Customer, as advised by our U.S. Export Control Legal Advisor, our R&D services did not represent a violation of the applicable U.S. export controls.
The revenue generated from our sales to Russia were represented approximately 13.4%, 25.5%, 17.7% and 10.7% of our total revenue for the period during the Track Record Period, respectively.
Business · 第 299 页
To mitigate sanctions risks, the Group had ceased its sales with Iran and Cuba as of December 31, 2024.
Business · 第 299 页
Based on the aforementioned, as advised by our International Sanctions Legal Advisers, we believe the risk of secondary sanctions risk is fairly low for the Group's operation in general and in relation to our sales to Russia.
The revenue generated from such sales to the Relevant Regions was approximately RMB59.2 million, RMB84.0 million, RMB90.0 million and RMB8.0 million, representing approximately 1.5%, 2.0%, 2.0% and 0.4% of our total revenue in 2022, 2023 and 2024 and the five months ended May 31, 2025, respectively.
Summary · 第 7 页
The revenue generated from our sales to Russia (excluding the Crimea, Kherson, Zaporizhzhia, and LPR/DPR regions) was approximately RMB3.9 million, RMB11.8 million, RMB10.9 million and nil, representing approximately 0.1%, 0.3%, 0.2% and 0.0% of our total revenue in 2022, 2023 and 2024, and the five months ended May 31, 2025, respectively.
Business · 第 251 页
Our International Sanctions Legal Adviser is of the view that our Group is not subject to material sanctions risks, after evaluating the sanctions risks of our historical business activities with customers in the Relevant Regions during the Track Record Period and up to the Latest Practicable Date.
One of our customers (the "SDN Customer") was listed on the SDN List in December 2023. Nonetheless, considering that (i) our transaction with the SDN Customer commenced in January 2020 and concluded in September 2022, before the designation of such customer on the SDN List;
Business · 第 242 页
As such, our Directors are of the view that the designation of the SDN Customer on the SDN List in 2023 does not have any material adverse impact on our business operations, financial position or future prospects.
Business · 第 243 页
Nonetheless, considering that the NS-CMIC List primarily prohibits U.S. persons from purchasing or selling publicly traded securities of entities thereon, and our transactions with the NS-CMIC Customer were solely sales of SiC substrates, which fell outside the scope of the NS-CMIC List, our U.S. Export Control and Sanctions Counsel is of the view that our transactions with the NS-CMIC Customer did not constitute a sanctioned activity.
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.
During the Track Record Period, we had procured from three Relevant Entities, two of which have been designated on the Non-SDN Chinese Military-Industrial Complex Companies (“CMIC”) List by OFAC on August 2, 2021 and one of which have been designated on the Entity List maintained by the BIS on October 9, 2021.
Business · 第 333 页
During the Track Record Period, we had sold our AMR solutions to the non-sanctioned entities located in the Relevant Regions.
Business · 第 334 页
Our last transaction involving Russia was sale of certain goods by the Group to a Russia-based non-sanctioned entity entered into on July 29, 2021 and the Group has since then ceased all activities with Russia.
Our revenue generated from sales and/or deliveries to the Relevant Countries amounted to RMB5.0 million, RMB7.4 million and RMB5.9 million, representing 0.5%, 0.6% and 0.4% of our total revenue for each of FY2022, FY2023 and FY2024, respectively.
Business · 第 257 页
As advised by our International Sanctions Legal Advisers, our activities during the Track Record Period did not appear to implicate restrictions under International Sanctions laws and regulations.
Business · 第 257 页
As at the Latest Practicable Date, we have completed the delivery of products to and ceased all our sales transactions with customers located in the Relevant Countries.
新琪安集团股份有限公司Newtrend Group Holding Co., Ltd.02573.HK
涉及受国际制裁地区（包括俄罗斯）销售
Our revenue generated from the sale to the Identified Regions amounted to approximately RMB109.1 million, RMB52.6 million and RMB35.0 million, respectively, representing approximately 14.3%, 11.8% and 6.2% of our total revenue for the three years ended 31 December 2022, 2023 and 2024, respectively.
Business · 第 222 页
As our products sold to Russia and the other Identified Regions are sucralose and food-grade glycine, which are food additives and were being sold for human food and pet food purposes, they fall within the scope of General License No. 6D.
Business · 第 224 页
Based on the facts and our confirmations set out above, our International Sanctions Legal Advisers have further advised that during the Track Record Period and up to the Latest Practicable Date, our business activities in the Identified Regions did not violate applicable sanctions laws of the Relevant Jurisdictions that are material to our Group’s business and do not constitute sanctioned activates that would give rise to material sanctions risks under the Guide for New Listing Applicants.
容大合众(厦门)科技集团股份公司Rongta Technology (Xiamen) Group Co., Ltd.09881.HK
曾向受制裁国家伊朗客户销售产品
During the Track Record Period, we sold printing equipment to a customer located in Iran (the “Iran Customer”), a country subject to comprehensive International Sanctions.
Summary · 第 12 页
We have ceased all of our transactions relating to Iran since January 2024.
Summary · 第 12 页
Our Company confirms and undertakes not to enter into any future business or make any future sales to Iran or any comprehensive sanctioned countries or targets that would implicate restrictions under International Sanctions.
During the Track Record Period, we have sold our babycare products, feminine care products and adult incontinence products to Russia (excluding Crimea, LPR, DPR, Kherson and Zaporizhzhia regions), Hong Kong, Myanmar, Ukraine (excluding Crimea, LPR, DPR, Kherson and Zaporizhzhia regions) (collectively, “Relevant Regions”, please refer to “Definition” for further details), which are subject to various forms of sanctions programs maintained by the Relevant Jurisdiction (includes the U.S., the UK, the EU, the UN and Australia), but none of the programs were general and comprehensive export, import, financial or investment embargo, i.e. none of the Relevant Regions is a Comprehensively Sanctioned Country.
Summary · 第 8 页
Revenue generated from such transactions with customers based in the Relevant Regions amounted to approximately RMB105.9 million, RMB209.6 million, RMB384.9 million, and RMB221.5 million, representing approximately 40.2%, 51.4%, 58.8%, and 42.6% of our total revenue during the Track Record Period, respectively.
Business · 第 188 页
During the Track Record Period, our sales attributable to the Sanctioned Russian Customer were nil, approximately RMB1.9 million, RMB1.8 million and nil representing nil, approximately 0.5%, 0.3% and nil of our total revenue, respectively.
During the Track Record Period, our revenue derived from the Relevant Customer was approximately RMB7.7 million, RMB35.5 million, RMB13.1 million and RMB0.5 million, respectively, representing approximately 7.2%, 24.4%, 7.5% and 0.9% of our total revenue, respectively.
Business · 第 350 页
As at the Latest Practicable Date, a fellow subsidiary of the Relevant Customer, which is wholly-owned by the holding company of the Relevant Customer, held 2,830,209 Unlisted Shares, representing 2.1% of the issued share capital of our Company after the Listing (assuming that the Over-allotment Option is not exercised).
Business · 第 350 页
Overall, as advised by King & Wood Mallesons, the risk of our business violating any sanction regulations under the U.S. sanction regimes is extremely low.
The purchase amount of such 3B001.A items was approximately RMB245.7 million, RMB4.4 million, RMB0.7 million and RMB0.2 million in 2021, 2022, 2023 and the six months ended June 30, 2024, respectively, accounting for 13.7%, 0.5%, 0.1% and 0.1% of our total purchases in the respective periods.
Business · 第 294 页
As advised by our Export Control Consultant, considering that the U.S. Department of the Treasury does not propose to apply the Final Rule retroactively, existing investments made by U.S. persons in our Company (including investment by Dr. Luo) or investments made before the implementation of the forthcoming regulations are not expected to be affected.
Business · 第 295 页
As advised by our PRC Legal Advisor, as of the Latest Practicable Date, considering that (i) we primarily procured trimethylgallium for production, as gallium is not a direct raw material used in our production, and manufactured GaN product is not expressly set out in Announcement No.23 or Announcement No. 46, and (ii) our main business does not include the export of any items listed in the Announcement No. 23, nor does it include any export of dual-use items to the United States listed in the Announcement No. 46, Announcement No. 23 and Announcement No. 46 are not expected to have material adverse impact on our business, financial condition and results of operations.