The Group has exposure to Russia and Belarus-related freight and passenger flows, including through operational interactions with Russian Railways and Belarusian Railways and participation in Eurasian transit arrangements, including UTLC ERA.
Financial Information · 第 170 页
The Group also received KZT 100.5 billion, KZT 110.2 billion and KZT 71.9 billion in 2025, 2024 and 2023, respectively, in income related to the transportation of goods by UTLC ERA.
Financial Information · 第 170 页
The Group is also developing and using alternative corridors, including routes through the Trans-Caspian International Transport Route and the North-South corridor.
During the Track Record Period, we sold our products to customers in multiple overseas markets and, accordingly, our business has been subject to various international trade restrictions.
Business · 第 153 页
Although certain of our suppliers during the Track Record Period were included on the BIS Entity List, U.S. export controls generally regulate exports, reexports and in-country transfers of controlled items, rather than procurement activities.
Business · 第 153 页
However, one of our wholly-owned PRC subsidiaries has developed vertical AI models for our multi-agent collaborative solution and would likely constitute a covered foreign person engaged in covered activities relating to the artificial intelligence sector.
The aggregate procurement costs incurred by us in respect of the Relevant Suppliers amounted to approximately RMB167.4 million, RMB281.2 million and RMB1,228.9 million in 2023, 2024 and 2025, respectively, representing approximately 0.9%, 2.5% and 9.1% of our total costs for the same respective periods.
Business · 第 144 页
Our Directors are of the view that, taking into account the limited scale of the transactions involved, our established compliance framework and diversified counterparties, our exposure to risks arising from trade restrictions and sanctions is manageable and is not expected to have a material adverse impact on our business operations or financial performance.
As advised by our legal advisors to international sanctions, our Key R&D Partner is on the Section 1286 List of the U.S. Department of War (the “Section 1286 List”), and the rABV Original Patent Holder is designated by the Bureau of Industry and Security of the U.S. Department of Commerce (the “BIS”) to the Entity List.
Business · 第 166 页
Accordingly, since the Section 1286 List is merely informative, and no specific sanction or restriction stems from the inclusion of our Key R&D Partner on such list, our dealings with it do not violate U.S. sanctions.
Business · 第 166 页
However, as our arrangement under the rABV Agreement only involved the transfer of the relevant technology and patent from the rABV Original Patent Holder to us, the Entity List restrictions are not applicable in this context.
Revenue generated from such services amounted to RMB2.5 million and RMB2.6 million for the two years ended December 31, 2024 and 2025, respectively, representing 0.6% and 0.5% of our total revenue for the corresponding years, respectively.
Business · 第 145 页
Revenue derived from such services amounted to RMB6.4 million and RMB0.5 million for the years ended December 31, 2023 and 2024, representing 1.4% and 0.1% of our total revenue in the same period.
Business · 第 146 页
Accordingly, our International Sanctions Legal Advisers are of the view that the Group is not subject to material sanctions risks.
During the Track Record Period and up to the Latest Practicable Date, we procured and used certain U.S.-origin equipment, software and licensed intellectual property in our chip design activities, including protocol analyzers and electronic design automation software.
Business · 第 143 页
Recently, we engage in the design of a chip to be manufactured through a multi-project wafer process, which meets the definition of an "advanced-node integrated circuit" under the EAR.
Business · 第 143 页
our International Sanctions Counsel is of the view that our transactions during the Track Record Period and up to the Latest Practicable Date did not constitute violations of applicable U.S. export control laws and regulations or relevant international sanctions regimes.
The aggregate sales to customers on the Entity List amounted to approximately RMB19.0 million, RMB62.5 million and RMB31.1 million, respectively, in 2023, 2024 and 2025, accounting for 2.8%, 8.1% and 3.5% of our total revenue during the respective period.
Business · 第 168 页
As advised by our International Sanction Legal Advisor, all such sales of electronic test and measurement instruments to customers on the Entity List occurred and concluded within China and the products were Chinese domestically-produced products, which did not involve any U.S. nexus, and all products sold to our customers listed on the Entity List maintained by the BIS were not subject to the EAR.
our International Sanctions Counsel is of the view that we are a "covered foreign person" under the Final Rule, and investments by U.S. persons, including the acquisition of our non-public shares, would likely be subject to notification requirements.
Business · 第 144 页
Therefore, as advised by our International Sanctions Counsel, U.S. investors are exempt from the notification requirements when acquiring our equity publicly traded on the Stock Exchange, except to the extent that the investment affords rights beyond standard minority shareholder protections.
Business · 第 144 页
Accordingly, our Directors and International Sanctions Counsel are of the view that the Final Rule is not expected to have a material adverse impact on the [REDACTED] of our securities on the Exchange.
During the Track Record Period, we had transactions with 17 Entity List Customers, and the revenue generated from Entity List Customers accounted for approximately 2.8%, 0.4% and 1.7% of our total revenue for 2023, 2024, and 2025, respectively.
Business · 第 178 页
Within the Entity List Customers, we had transactions with five Footnote 4 Entity List Customers during the Track Record Period, and the revenue generated from them accounted for approximately 0.4%, 0.1% and 0.2% of our total revenue in 2023, 2024, and 2025, respectively.
Business · 第 178 页
Nonetheless, our International Sanctions Legal Advisor is of the view that transactions with the Entity List Customers and Footnote 4 Entity List Customers would not be subject to the EAR on the following basis: (1) items we purchased do not contain any controlled U.S.-origin component or technology subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774 (the "EAR"); (2) the robotic products we sold were manufactured in China and do not incorporate any controlled U.S.-origin commodities or are bundled with any controlled U.S.-origin software; and (3) transactions with the Footnote 4 Entity List Customers do not subject to the relevant Foreign Direct Product Rule (the "FDPR") as no software or technology specified in the relevant FDPR was used during the products manufacturing with confirmation by us and our suppliers.
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.
Therefore, we are advised by our International Sanctions Legal Advisor that we are a "covered foreign person" under the Outbound Investment Rule and the Global Offering may constitute a notifiable transaction under the relevant rules, and U.S persons participating in the Global Offering may be subject to notification obligations to the U.S. Treasury, while subsequent secondary market transactions are generally exempted.
First, in 2024, we made two sales transactions delivered in the PRC to a customer located in Iran, a Comprehensively Sanctioned Country (the ''Iran Customer''), with an aggregate transaction amount of less than RMB20,000 (the ''Iran Transactions'').
Business · 第 163 页
The sales to the SDN counterparties amounted to approximately RMB163,900, RMB95,100 and RMB93,300 in 2023, 2024 and 2025, respectively, representing approximately 0.0001%, less than 0.0001% and less than 0.0001% of our total revenue for the respective years.
Business · 第 164 页
We will not place or accept any new orders from any customers or suppliers that are subject to International Sanctions, nor will we accept any new orders from customers located in any Sanctioned Countries.
Such U.S.-origin items are classified as EAR99, meaning they are not controlled content unless destined to embargoed destinations (e.g., Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine).
Business · 第 189 页
In sum, our International Compliance Legal Counsel is of the view that our products are not subject to the EAR.
Business · 第 189 页
The isolated transaction with such entity was completed in August 2022 prior to the Track Record Period and before it was placed on the Entity List, and no subsequent transaction has occurred.
As advised by our legal advisor as to U.S. outbound investment laws, our Directors are of the view that: (i) we are a Covered Foreign Person since we are organized under the laws of the PRC and, based on our current business operations, we are engaged in the development of AI-enabled autonomous driving systems for mining applications, which may constitute “covered activities” under the AI systems category under the OIP;
Business · 第 180 页
our Directors are of the view that upon the completion of the Global Offering, U.S. persons are allowed to purchase our publicly traded shares regardless of the fact that we will be considered as a Covered Foreign Person
Business · 第 180 页
Based on the above, our Directors are of the view that the Final Rule does not have material impact on our operation, financial and investment conditions.
During the Track Record Period, we have procured cloud services (the "Procured Services") from one supplier (the "Relevant Supplier") who was designated on the on the BIS Entity List.
Business · 第 207 页
As advised by CIC, there were more than 10 alternative cloud service suppliers available in the market during the Track Record Period.
Business · 第 208 页
Based on and having considered the advice of our International Sanctions Legal Adviser, our Directors are of the view that our transactions with the Relevant Supplier did not and will not materially and adversely affect our business, financial condition or results of operations, and have not implicated, and are not expected to implicate, the relevant U.S. sanctions laws and regulations.
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) as such AI systems could be viewed as AI systems developed for the control of robotic systems.
Business · 第 208 页
Hence, the Final Rule may increase the compliance burden of U.S. investors and may cause certain U.S. investors to adopt a more cautious approach in their investments, which may negatively impact our ability to raise capital from U.S. investors.
Business · 第 209 页
Based on and having considered the advice of our International Sanctions Legal Adviser, our Directors are of the view that the U.S. Outbound Investment Security Program may increase the compliance burden of certain U.S. investors and may affect the investment approach of certain U.S. persons, but is not expected to materially and adversely affect our operations, financial performance or the Global Offering.
During the Track Record Period, we procured certain U.S.-origin parts and components (including diodes, resistors, controllers, etc.) used by the Group that were subject to the Export Administration Regulations (“EAR”); however, such items were classified as EAR99 and were not otherwise controlled under the EAR.
Business · 第 183 页
Our Directors are of the view, after consultations with our legal advisor as to international sanctions (“International Sanctions Advisor”) 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 the following reasons:
Business · 第 183 页
Our Directors are of the view, after consultations with our International Sanctions Advisor and taking into account its view, that the impact of the U.S. Outbound Investment Rules (“Final Rule”) is generally limited and manageable because:
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.
Our Sanctions Counsels conclude that the Group is considered a covered foreign person, and investments made by the U.S. persons in the Group are subject to notification requirements under the Final Rule, with the exception of acquisitions of the Company's [REDACTED] securities.
Business · 第 208 页
These requirements may affect our ability to raise capital.
Business · 第 209 页
To the best of our knowledge, none of our pre-[REDACTED] investors are U.S. persons.
One of our suppliers during the Track Record Period, being a company located in China and its affiliates primarily engaged in integrated circuit wafer foundry services, has been included on certain U.S. export control restricted party lists.
Business · 第 163 页
Our U.S. Export Control and Sanctions Counsel has reviewed the nature of our transactions with these affiliates, including the semiconductor design and tape-out process relevant to the products manufactured by these affiliates, and is of the view that the relevant tape-out files provided in connection with such transactions are not subject to the U.S. Export Administration Regulations.
Business · 第 163 页
Our U.S. Export Control and Sanctions Counsel is further of the view that export control laws and regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security do not have any material adverse impact on our business operations.