港股IPO招股书披露先例 · 19 家公司，20 项
税务、发票及财政补贴类事项，一般指税务不合规、逾期申报、发票及代扣代缴问题、转让定价、税务争议以及可能须退还的财政补贴等。招股书通常在概要、风险因素、业务及财务资料等章节披露相关事件的经过、涉及的税款、罚款及滞纳金金额，以及与税务机关沟通的进展和最终结果的不确定性；申请人一般援引中国法律顾问关于在所有重大方面遵守适用税务法律的意见，或以事件属个别一次性、金额不重大、已补缴税款等整改情况加以解释。
合规类事项自 2026 年 8 月 24 日起递交的文件开始收录。
公司的解释、律师意见及原文页码定位：在 Matters 中查看(ii) the Group had complied with the arm’s length principle as stipulated in applicable transfer pricing laws and regulations in the relevant jurisdictions during the Track Record Period and up to the Latest Practicable Date, and (iii) the risk of additional enterprise income tax liabilities arising from our transfer pricing adjustments was relatively low.
Business · 第 152 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We believe the above-mentioned intra-group transactions were in line with the arm’s length principle and we were in compliance with the relevant transfer pricing laws and regulations during the Track Record Period and up to the Latest Practicable Date.
Business · 第 179 页
We could face material and adverse tax consequences if the relevant tax authorities determine that the certain intra-group transactions of ours are not conducted on an arm’s length basis and consequently adjust any of those entities’ income in the form of a transfer pricing adjustment.
Risk Factors · 第 40 页
The estimated potential tax exposure after taking into account the effect of the double taxation agreements in respect to the Covered Transactions represented less than 0.5% of our profit before income tax in any given period during the Track Record period.
Business · 第 154 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Based on the foregoing, our Directors and Transfer Pricing Consultant are of the view that (i) our Group’s transfer pricing arrangements for the Covered Transactions conducted during the Track Record Period complied with the OECD Transfer Pricing Guidelines in material respects and, where applicable, local transfer pricing regulations in relevant jurisdictions, and (ii) the risk for our Group to conduct material transfer pricing adjustment is relatively low.
Business · 第 155 页
Accordingly, based on the transfer pricing review conducted by the Tax Advisor, the Tax Advisor confirmed that our Group complied with the applicable transfer pricing regulations in the relevant jurisdictions during the Track Record Period and up to the Latest Practicable Date.
Business · 第 183 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period and up to the Latest Practicable Date, our transfer pricing arrangements had not been subject to any challenge or investigation by any relevant tax authorities.
Business · 第 183 页
our Directors are of the view that (1) our transfer pricing arrangements during the Track Record Period were reasonable and consistent with the arm’s length principle in all material respects; (2) such arrangements should not give rise to any material transfer pricing exposure; and (3) the risk of any material transfer pricing adjustment in respect of our major intra-group transactions is low.
Business · 第 146 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any material investigation, adjustment or penalty imposed by the relevant tax authorities in connection with our transfer pricing arrangements.
Business · 第 146 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看After assessing our transfer pricing arrangements during the Track Record Period, and as advised by our Transfer Pricing Adviser, these transfer pricing arrangements were, in all material respects, broadly consistent with the arm’s length principle under both the OECD Transfer Pricing Guidelines and the relevant local transfer pricing laws and regulations in the applicable jurisdictions, and thus no quantified exposure to transfer pricing adjustment or additional taxes had been identified.
Business · 第 171 页
In December 2024, the relevant tax authority imposed an administrative fine of RMB0.8 million on us.
Business · 第 169 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看The fine primarily related to (i) underpayment of enterprise income tax of approximately RMB1.0 million, as certain expenses included in our R&D expenses for 2023 were subsequently determined not to be related to R&D activities; and (ii) our failure to withhold individual income tax of approximately RMB0.4 million in aggregate in 2021 and 2023.
Business · 第 169 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our PRC Legal Advisor is of the view that, based on the foregoing, the Group did not have any non-compliance in relation to the Two-Invoice System during the Track Record Period and up to the Latest Practicable Date, and there was no material adverse impact on the Group’s operations or financial position.
Business · 第 131 页
Based on the foregoing, the transfer pricing consultant has concluded that our transfer pricing policy generally falls within an arm’s length range in terms of the intra-group transactions.
Business · 第 169 页
As advised by the transfer pricing consultant and upon reviewing the corresponding reports, our Directors and our transfer pricing consultant are of the view that the above-mentioned intra-group transactions of our Group were in line with the arm’s length principle and that our Group had been in compliance with the relevant transfer pricing laws and regulations in all material respects during the Track Record Period and up to the Latest Practicable Date.
Business · 第 169 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors and our transfer pricing consultant are further of the view that the risk of our transfer pricing arrangements during the Track Record Period being challenged by the relevant tax authorities for profit shifting is relatively low.
Business · 第 169 页
During the Track Record Period and up to the Latest Practicable Date, we conducted certain intragroup transactions among our Company and our subsidiaries in the ordinary course of business to facilitate the respective functions of our Group entities.
Business · 第 154 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Based on such reviews, we believe that our transfer pricing arrangements during the Track Record Period were consistent with the arm’s length principle.
Business · 第 154 页
The Tax Advisor is of the view that the risk of potential transfer pricing adjustments is low.
Business · 第 164 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看our Directors are of the view that the intra-group transactions described above were conducted on an arm’s length basis and that we complied with the relevant transfer pricing laws and regulations during the Track Record Period.
Business · 第 164 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors confirm that (i) our transfer pricing arrangements during the Track Record Period were conducted on an arm’s length basis and in compliance with all applicable transfer pricing laws and regulations in all material respects; (ii) there is no need for any transfer pricing adjustment or provision within our Group; and (iii) our transfer pricing arrangements have not been challenged or investigated by any relevant tax authority during the Track Record Period and up to the Latest Practicable Date.
Business · 第 190 页
After assessing our transfer pricing arrangements during the Track Record Period, our Directors are of the view, based on the advice provided by our Transfer Pricing Adviser that the intra-group transactions were, in all material respects, consistent with the arm's length principle under both the OECD Transfer Pricing Guidelines and the relevant local transfer pricing laws and regulations in the applicable jurisdictions.
Business · 第 178 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period and up to the Latest Practicable Date, we had not been made aware of any inquiries, audits, investigations, or challenges by the relevant tax authorities in the jurisdictions in which we operate with respect to our intra-group transactions.
Business · 第 178 页
Based on the Transfer Pricing Consultant’s review and economic analysis, Transfer Pricing Consultant is of the view that, during the Track Record Period, all the transfer pricing arrangements for the Covered Transactions are in line with arm’s length principle according to the OECD Transfer Pricing Guidelines.
Business · 第 207 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors confirm that during the Track Record Period and up to the Latest Practicable Date, we were not aware of any outstanding enquiries, audit, investigation or challenge by any tax authorities in relation to the Covered Transactions.
Business · 第 207 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Independent Transfer Pricing Consultant concluded that the transfer pricing policy in 2023, 2024, 2025 and the five months ended May 31, 2026 generally conforms to arm’s length principle or does not give rise to material transfer pricing tax risks.
Business · 第 151 页
We were in communication with the tax authorities regarding a tax assessment involving approximately RMB5.9 million.
Risk Factors · 第 44 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看The final outcome of such assessment is uncertain.
Risk Factors · 第 44 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Upon consultation with the transfer pricing consultant, our Directors are of the view that our major intra-group transactions during the Track Record Period were conducted in accordance with the arm’s length principle in material respects.
Business · 第 149 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We believe that the pricing of such transactions was consistent with the arm’s length principle and, to the best of our knowledge, there were no transfer pricing adjustments imposed that would give rise to additional tax liabilities under the applicable transfer pricing laws and regulations.
Business · 第 206 页
Based on the above analysis, our Transfer Pricing Advisor is of the view that our intra-group transactions generally complied with the arm’s length principle.
Business · 第 180 页
Accordingly, no transfer pricing adjustments giving rise to additional tax liabilities were identified.
Business · 第 180 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In addition, our Group has complied with its obligation of related-party filings and/or Transfer Pricing documentation (local file) according to the transfer pricing regulations of relevant jurisdictions in which it operates during the Track Record Period and up to the Latest Practicable Date.
Business · 第 180 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We have implemented internal procedures and controls to ensure ongoing compliance with such requirements and are currently in compliance in all material respects with the applicable seller information reporting requirements in these key jurisdictions.
Risk Factors · 第 50 页