Our sales to the Relevant Customers during the Track Record Period amounted to RMB3,413 thousand, RMB797 thousand, RMB461 thousand and RMB7,219 thousand in the years ended December 31, 2023, 2024, and 2025 and the six months ended June 30, 2026, respectively.
Business · 第 187 页
Our purchases from the Relevant Suppliers during the Track Record Period amounted to RMB215 thousand, RMB337 thousand, RMB382 thousand and RMB85 thousand in the years ended December 31, 2023, 2024, and 2025, and the six months ended June 30, 2026, respectively.
Business · 第 188 页
We have been gradually ceasing our transactions with the Relevant Customers and Relevant Suppliers and expect all such transactions to cease by the end of 2026.
On December 18, 2025, the BIOSECURE Act (the “BIOSECURE Act”) was enacted as Section 851 of the National Defense Authorization Act for Fiscal Year 2026 (the “FY2026 National Defense Authorization Act”).
Summary · 第 14 页
We have identified potential alternative service providers for relevant preclinical research, clinical research and CDMO services, including established CROs and CDMOs with experience supporting international regulatory submissions, which are generally capable of providing comparable services on commercially reasonable terms and supporting submissions to the FDA and the NMPA.
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.
广西玉柴船电动力股份有限公司Guangxi Yuchai Marine and Genset Power Co., Ltd.
一名客户被列入美国实体清单
However, during the Track Record Period, one of our customers was being named in the Entity List maintained by the BIS of the U.S. Department of Commerce.
Business · 第 161 页
Specifically, for FY2023, FY2024, FY2025 and 1H2026, our revenue from that customer amounted to RMB766,000, nil, RMB1,083,000 and nil, representing approximately 0.02%, nil, 0.02% and nil of our Company's total revenue in the corresponding periods, respectively.
Business · 第 161 页
Meanwhile, given the limited revenue contribution and no violation of the EAR having been identified in respect of our transactions with that customer, our International Sanctions Legal Advisor is of the view that there is no material compliance or operation risk for our Company under this arrangement, and such arrangement is compliant with the relevant laws and regulations in relation to export control.
Among the Procured Items, we have procured US-origin items at an amount of RMB11.4 million, RMB123.8 million, RMB255.7 million and RMB129.5 million in 2023, 2024, 2025 and four months ended April 30, 2026, respectively, representing 0.1%, 0.75%, 1.15% and 0.8% of our total procurement for the same period.
Summary · 第 24 页
During the Track Record Period and up to the Latest Practicable Date, we did not sell any items that are subject to the EAR to entities on the Entity List and the Military End-User List (“BIS Entities”) or to any entities on the SDN List.
Summary · 第 24 页
Our Directors believe that, taking into account the aforementioned view of our International Sanctions Legal Advisor, we are in compliance with applicable U.S. export control laws and the risk is low that our global supply of these Procured Items will be subject to material adverse disruption because of U.S. export control reasons.
During the Track Record Period, certain customers and suppliers are named on or affiliated with entities on U.S. restricted party lists (such as the BIS Entity List and NS-CMIC List).
Business · 第 200 页
Our transaction amounts with customer(s) named on or affiliated with entities on U.S. restricted party lists amounted to RMB1.9 million, RMB0.1 million and nil, representing approximately 0.78%, 0.04%, nil and nil of our total revenue, in FY2023, FY2024, FY2025 and 3M2026, respectively.
Business · 第 200 页
We further note that one of our customers, i.e. the Shenzhen Investee Company, which also acted as a distributor, exported certain of our Yoxiaogu cleaning robots to Russia between November 2025 and March 2026.
Although we have engaged in transactions involving a limited number of customers listed on non-blocking sanctions lists, since such sanction lists did not restrict non-U.S. person from engaging in sales activities with entities designated on the lists, our sanctions legal advisor is of the view that our dealings did not pose any primary or secondary sanctions risks.
Business · 第 204 页
Although we had dealings with certain customers subject to U.S. export control restrictions or customers subject to “BIS 50% rule”, since our self-developed products and technology were not subject to the EAR pursuant to the de minimis rule and applicable foreign-direct product rules and thus we did not violate the U.S. export control law.
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.
Nevertheless, certain chips we procured through non-U.S. suppliers for our NAS products are of U.S. origin and are subject to the U.S. Export Administration Regulations (“EAR”).
Business · 第 187 页
The procurement amounts of such chips were approximately RMB19.7 million, RMB45.0 million, and RMB151.1 million, and RMB64.5 million in 2023, 2024, 2025, and for the six months ended June 30, 2026, respectively, accounting for 0.7%, 1.2%, 2.5%, and 1.8% of our cost of sales for the corresponding year/period.
Business · 第 187 页
Our Directors are of the view that, based on our current assessment and market inquiry, functionally equivalent chips from non-U.S. suppliers or from alternative production origins are available in the market and, in the event that these U.S.-origin chips become subject to adverse U.S. export control policies or sanctions, we would be able to substitute such chips without material technical modifications to our products, material disruptions to our production, or any material adverse impact on our business operations or financial performance.
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.
For the years ended December 31, 2023, 2024, 2025 and the six months ended June 30, 2026, our aggregate purchase amounts from the Entity List Foundries were RMB24.4 million, RMB128.2 million, RMB292.0 million and RMB165.8 million, respectively, representing 4.6%, 23.2%, 42.4% and 39.9% of our total revenue for the corresponding years/periods, respectively.
Business · 第 174 页
To manage potential regulatory and supply-chain risks and ensure adherence to applicable export control and sanctions requirements, we have established a risk-based compliance program consisting of various internal control measures.
Business · 第 175 页
Based on the above facts, on the basis that we have not sold products to Entity List designees and subject to our ongoing implementation of the export controls compliance measures, our legal adviser as to U.S. outbound investment rules, sanctions and export control laws has informed us that our procurement of mask generation and wafer foundry services from the Entity List Foundries and furnishing chip design files to such foundries during the Track Record Period did not implicate material risks in relation to applicable U.S. export control regulations.
While these process nodes are not expected to fall within the categories of prohibited semiconductor transactions under the Final Rule based on currently applicable technical thresholds set forth in 31 C.F.R. §850.224, the design of such integrated circuits falls within the scope of notifiable covered activities under 31 C.F.R. § 850.217(a) of the Final Rule.
Business · 第 176 页
Therefore, as advised by our legal adviser as to U.S. outbound investment rules, sanctions and export control laws, we would likely be deemed a “covered foreign person” for purposes of the Final Rule.
Business · 第 176 页
Based on the above, our Directors are of the view that the impact of the Final Rule on our Group is generally limited and manageable.
During the Track Record Period, we sold our foundational robotic components to five customers listed on the Entity List ("Entity List Customers"), and generated revenue of RMB0.3 million, nil, RMB0.01 million and nil in 2023, 2024 and 2025 and the three months ended March 31, 2026.
Business · 第 205 页
As advised by our International Sanctions Legal Advisors, given the aforementioned nature of our transactions with these Entity List Customers, these transactions did not involve any exports or transactions of any items subject to the EAR, and hence did not represent a violation of the applicable U.S. export controls.
Business · 第 205 页
We have undertaken to the Stock Exchange that we will not use the proceeds from the Global Offering, as well as any other funds raised through the Stock Exchange, to finance or facilitate, directly or indirectly, activities or business with, or for the benefit of, any Comprehensively Sanctioned Countries or any other government, individual or entity sanctioned by the U.S., the EU, the UN, the U.K., the United Kingdom overseas territories or Australia, including, without limitation, any government, individual or entity that is specifically identified on the SDN List maintained by OFAC or other restricted parties lists maintained by the U.S., the EU, the UN, the U.K., the United Kingdom overseas territories and Australia that would cause us to violate International Sanctions.
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).
伊戈尔电气股份有限公司Eaglerise Electric & Electronic (CHINA) Co., Ltd.
与受限主体及高风险司法权区客户的交易
In 2023, 2024, 2025 and for the six months ended June 30, 2026, our revenue derived from these 3 customers in aggregate amounted to approximately RMB184.4 million, RMB354.4 million, RMB351.9 million and RMB141.1 million, representing approximately 5.1%, 7.7%, 6.7% and 5.3% of our Group’s revenue, respectively
Business · 第 185 页
As of 30 June, 2026, the total amount of deposits maintained by the Group with the banks was approximately RMB134.3 million.
Business · 第 185 页
Our International Sanctions and Trade Controls Legal Advisors have advised that, there was no indication that any such transactions violated any applicable international sanctions or export control laws that were in force during the Track Record Period or up to the Latest Practicable Date.
During the Track Record Peroid, eleven of our customers have been added to the Entity List, and one of them has been added with a footnote 5 designation (“Entity List Customers”).
Business · 第 179 页
Revenue derived from the Entity List Customers in 2023, 2024, 2025, and the six months ended June 30, 2026, amounted to nil, approximately RMB0.8 million, RMB1.9 million, and RMB0.5 million, respectively, representing 0, 0.3%, 0.7% and 0.2% of our total revenue for the corresponding periods.
Business · 第 179 页
In terms of our transaction counterparties during the Track Record Period, one of our customers has been listed on the Non-SDN Chinese Military Industrial Complex Companies (“NS-CMIC”) List, and two customers have been listed on the Chinese Military Companies (“CMC List”).
During the Track Record Period, our ordinary course wafer foundry arrangements included the procurement of wafers manufactured by the foundry on the Entity List.
Business · 第 190 页
Our legal adviser for international sanctions and U.S. outbound investment laws has confirmed that our procurement of wafers manufactured by the foundry on the Entity List does not, in itself, give rise to any sanctions risk under the relevant sanctions laws and regulations applicable to us.
Business · 第 191 页
Furthermore, as the export classifications of our computing ICs are not among those that the relevant governments have used to implement the Restrictions, even in the hypothetical event that any of our computing ICs were indirectly transferred to end customers that are subject to such Restrictions, our legal adviser as to international sanctions and U.S. outbound investment laws considers our potential sanctions risk to be low.
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).