After assessing our cross-border transfer pricing arrangements during the Track Record Period, and based on discussions with 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 transfer pricing laws and regulations.
Business · 第 157 页
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.
Transaction 1: Amos HK purchased finished products from the company, Jiangmen Amos and Shenzhen Amos or third-party suppliers and sold them to overseas related parties and third-party clients for further distribution.
Business · 第 138 页
Based on the analysis, the Independent Transfer Pricing Consultant concluded that the Covered Transactions are in compliance with the arm’s length principle, and the transfer pricing adjustment risk is limited during the Track Record Period.
Business · 第 138 页
During the Track Record Period and up to the Latest Practicable Date, we were not subject to any penalties, investigations, inquiries or transfer pricing audits carried out by local tax authorities in relation to these intercompany transactions.
Certain intra-group transactions were carried out during the same period, which primarily include (i) purchase and sales of raw materials and finished goods, (ii) intra-group services, (iii) loan transactions and (iv) labor cost sharing (collectively referred to as the “Covered Transactions”).
Business · 第 143 页
To ensure effective internal control and tax compliance, we have established a transfer pricing policy that adheres to the arm’s length principle.
Business · 第 143 页
We have not identified any material transfer pricing risks that would have a significant adverse impact on our operations and financial position.
During the same period, we have intra-group transactions in Mainland China, Hong Kong, and Indonesia.
Financial Information · 第 225 页
Based on the transfer pricing analysis conducted above, the intra-group transfer pricing arrangements of the Group’s major entities during Track Record Period are consistent with the arm’s length principle in accordance with the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations.
Financial Information · 第 226 页
Based on the analysis conducted above, the Group’s overall transfer pricing risk is considered low.
During the Track Record Period, we generated revenue primarily from sales of automobiles and motorcycles, and were involved in certain material intra-Group transactions (the “Intra-Group Transactions”).
Business · 第 157 页
We have engaged a transfer pricing advisor (the “Transfer Pricing Advisor”) to review and assess the Group’s transfer pricing arrangements.
Business · 第 159 页
Based on the above analysis, the Transfer Pricing Advisor is of the view that (i) the average price and/or profit level of the Intra-Group Transactions conducted by the Group during the Track Record Period is within the range of the respective arm’s length price and/or profit margin; and (ii) the Group’s transfer pricing arrangements meet the requirements of the arm’s length principle; and (iii) there is no material transfer pricing risk identified on the Intra-Group Transactions of the Group during the Track Record Period.
During the Track Record Period, the Company sold pool cleaners to WYBOTICS HONGKONG, WYBOTICS EUROPE and Wybotics Inc. In 2023, 2024 and 2025, the total value of such intra-group transactions was RMB156.8 million, RMB176.9 million and RMB332.0 million, respectively.
Business · 第 171 页
We have engaged an independent transfer pricing consultant (the "Transfer Pricing Advisor") to conduct benchmarking studies on the Intra-group Transactions during the Track Record Period in accordance with the OECD Transfer Pricing Guideline.
Business · 第 171 页
Therefore, according to the benchmarking analysis result, the Group's TP policies of the Intra-group Transactions are consistent with the arm's length principle during the Track Record Period.
Products are invoiced to CDTI upon shipment, and we earn a level of profitability, on normal commercial terms or better terms for our Company, on total operating costs, determined by reference to the OECD Transfer Pricing Guidelines and applicable PRC tax law.
Business · 第 92 页
Benchmarking is performed by independent advisors and subject to periodic review.
Business · 第 92 页
Our Directors believe that these transactions were conducted in the ordinary and usual course of business, following ordinary negotiations, and applying transfer pricing methods consistent with the OECD Transfer Pricing Guidelines, and they did not distort our results of operations or make our historical results not reflective of our future performance.
During the Track Record Period and up to the Latest Practicable Date, there were certain intra-group transactions among our Company and our subsidiaries to facilitate the respective function of our subsidiaries during the course of business of our Group.
Business · 第 142 页
Our transfer pricing advisor reviewed the intra-group transactions on annual basis and confirmed that the pricing of the intra-group transactions aligns with the arm’s length principle.
Business · 第 142 页
During the Track Record Period and up to the Latest Practicable Date, we had not received any audits, investigations or challenges from the relevant authorities in respect of such transactions.
Our cross-border intra-group transactions primarily included: (i) the purchases of products by our Hong Kong distribution subsidiaries from our PRC manufacturing subsidiaries for onward sales to third-party customers and other overseas subsidiaries; (ii) the purchases of products by our overseas subsidiaries in the United States and Europe from our Hong Kong distribution subsidiaries for onward sales to third-party customers; and (iii) the purchases of products and spare parts by our France-based after-sales subsidiary from our Hong Kong sales subsidiaries, for the provision of after-sales services to third-party customers or direct resale
Business · 第 145 页
Based on the analysis, our Transfer Pricing Consultant concluded that the transfer pricing policies of the Covered Transactions were not inconsistent with the arm’s length principal and the transfer pricing adjustment risk was limited during the Track Record Period.
We operate through subsidiaries in several countries and regions, mainly including China, Hong Kong, India, Singapore, and Vietnam.
Business · 第 189 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, 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.
During the Track Record Period and up to the Latest Practicable Date, we entered into certain intra-group transactions subject to transfer pricing arrangement.
Business · 第 154 页
We engaged an independent transfer pricing tax consultant (“Transfer Pricing Consultant”), to conduct transfer pricing review and benchmarking studies on the Covered Transactions.
Business · 第 156 页
Based on these benchmarking analyses, our Transfer Pricing Consultant concluded that the profits earned by each relevant entity of our Group for the functions performed do not violate the arm’s length principle in all material respects.
苏州天孚光通信股份有限公司Suzhou TFC Optical Communication Co., Ltd.
集团内跨境交易适用转让定价安排
Our Company and certain of our subsidiaries in Chinese Mainland, Hong Kong, Japan, Singapore, the United States, and Thailand (each a "Relevant Entity" and collectively the "Relevant Entities") have conducted intra-group transactions in accordance with our transfer pricing policy, which were based on the arm's length principle and entered into on normal commercial terms.
Business · 第 122 页
After assessing our transfer pricing arrangements during the Track Record Period and up to the Latest Practicable Date, our transfer pricing advisor is of the view that our transfer pricing transactions and arrangements thereunder were generally consistent with the arm's length principle under both OECD Transfer Pricing Guidelines and the applicable transfer pricing laws and regulations in China, and no significant transfer pricing risk was identified in the Covered Transactions.
In China, our Company and Gpixel Hangzhou met the threshold for preparing the Local File during the Track Record Period, and management prepared these Local Files annually in accordance with Circular 42.
Business · 第 171 页
As confirmed by our Directors, the Group has not been subject to any enquiries, audits, investigations or challenges by any tax authorities in China, Belgium or Japan in relation to its intra-group transactions and transfer pricing arrangement during the Track Record Period and up to the Latest Practicable Date.
Business · 第 171 页
Based on the foregoing, our Directors are of the view that, and the Joint Sponsors concur, that the internal control measures, on implementation, are sufficient to ensure compliance with relevant transfer pricing laws and regulations applicable to our Group.
The intra-group transactions relevant to our cross-border business operations and transaction flows (the “Intra-Group Transactions”), accounting for all of the intra-group cross-border transactions by the relevant subsidiaries during the Track Record Period, include:
Business · 第 179 页
Based on the above analysis, our Independent Transfer Pricing Consultant is of the view that the transfer pricing arrangements for our Intra-Group Transactions during the Track Record Period were consistent with the arm’s length principle from the perspective of OECD Transfer Pricing Guidelines and China Transfer Pricing regulations.
During the Track Record Period, our Group's major intra-Group transactions were the tangible goods buy-sell transactions.
Business · 第 183 页
Based on a series of independent screening and comparison, the Transfer Pricing Advisor conducted independent analysis and believe that, during the Track Record Period, the weighted average profit levels of the intra-Group transactions were fair and fell within their respective profit range of arm's length transactions, which complied with the principle of independent transactions.
Business · 第 184 页
our Directors are of the view that our intra-group transactions were in line with the arm's length principle under both OECD Transfer Pricing Guidelines and the applicable local laws and regulations related to transfer pricing in the relevant jurisdictions in material respects, and (ii) the risk for our Group to conduct material transfer pricing adjustment and pay additional tax can be considered as remote
Such transactions were conducted in accordance with our Group’s transfer pricing policy, which is based on the arm’s length principle, and were entered into on normal commercial terms.
Business · 第 172 页
In this regard, we have engaged an independent transfer pricing advisor to review and assess whether our intra-group transactions are conducted on an arm’s length basis in accordance with the OECD Transfer Pricing Guidelines and applicable transfer pricing laws and regulations in China.
Business · 第 172 页
After assessing our transfer pricing arrangements during the Track Record Period, our Directors are of the view that our transfer pricing transactions and arrangements thereunder were generally consistent with the arm’s length principle under both OECD Transfer Pricing Guidelines and the applicable transfer pricing laws and regulations in China, and no significant transfer pricing risk was identified in the Covered Transactions for the Track Record Period.
During the Track Record Period and up to the Latest Practicable Date, our Company and its subsidiaries in Chinese Mainland entered into certain intra-Group transactions with its Hong Kong subsidiary, Rayson Hong Kong, including the purchase and sale of raw materials, semi-finished products, finished goods, and the provision of certain services.
Business · 第 159 页
Based on the benchmarking analyses, Rayon Hong Kong’s profit levels during the Track Record Period fell within the interquartile range of the comparable companies’ weighted average gross profit margins for the relevant year.
Business · 第 160 页
Our Directors confirm that in ensuring ongoing compliance with the applicable transfer pricing laws and regulations, we plan to regularly review and monitor transfer pricing arrangements, with ongoing support from third-party tax advisers to ensure compliance with the arm’s length principle; provide training to the teams responsible for such transactions, keeping them updated on transfer pricing laws and regulations across different jurisdictions; and continuously monitor the profitability of our subsidiaries and adjust pricing arrangements as necessary.
During the Track Record Period, we conducted our business through subsidiaries in China and multiple overseas jurisdictions.
Business · 第 146 页
In this regard, we engaged an independent transfer pricing consultant to assist us to perform transfer pricing review whether our intra-group arrangements were conducted on an arm’s length basis pursuant to the transfer pricing guidelines of the OECD based on the information provided by us for our review and approval.
Business · 第 146 页
our Directors are of the view that (i) our intra-group transactions have been conducted in line with the arm’s length principle under both OECD Transfer Pricing Guidelines and the applicable local laws and regulations related to transfer pricing in the relevant jurisdictions in material respects, and (ii) the risk for our Group to facing material transfer pricing adjustments and consequent additional tax liability can be considered as relatively low.
In 2025, our income tax expense amounted to RMB4.9 million, which was due to the transfer of intellectual property of our subsidiary in Australia to our Cayman Islands company under the CRISPR Agreement, among which the previous losses incurred by our subsidiary in Australia were insufficient to offset the taxable income for the current period.
Financial Information · 第 229 页
Our income tax expense increased from nil in 2024 to RMB4.9 million in 2025, mainly due to the inter-group transfer of intellectual property of our subsidiary in Australia to our Cayman Islands company under the CRISPR Agreement, among which the previous losses incurred by our subsidiary in Australia were insufficient to offset the taxable income for the current period.
We primarily rely on imports for sourcing wafers, our core raw materials.
Business · 第 146 页
Singapore Changi procures wafers from overseas third-party suppliers and resells them to China Micro (HK) at a price based on the original procurement cost plus a profit margin.
Business · 第 146 页
For Transaction I, we recorded intra-group transactions of RMB527.8 million, RMB398.4 million and RMB487.2 million in 2023, 2024 and 2025, respectively.