Hong Kong IPO disclosure precedents · 287 companies, 291 items
General disclosure of the proportion of revenue generated through distributors/dealers and the number of distributors, including additions, terminations, expansion or streamlining of the network.
For the two years ended December 31, 2024 and 2025, 66 and 87 distributors ceased to be our distributors mainly due the expiry of distribution agreements without renewal or extension.
Business · p. 164
To mitigate channel stuffing and competition among distributors, we adopt a single-tier distribution model without sub-distribution which minimizes pricing differences and removes incentives for cross selling.
Revenue generated from our distributors was RMB4,246.6 million, RMB3,682.0 million and RMB3,418.2 million in 2023, 2024 and 2025, respectively, accounting for 38.6%, 34.5% and 30.4% of our total revenue for the same periods, respectively.
Business · p. 127
The primary reasons for the termination of our cooperation with exiting distributors during the Track Record Period were our | strategic shift | towards sales to | retailers, institutional customers, and DTC channels, the performance of these distributors, and their own strategic adjustments.
We require prepayment from distributors, and we do not provide financial support to our distributors.
We primarily sell our products through distributors, who purchase our products and distribute them to hospitals and other medical institutions.
Business · p. 161
We operate a seller-buyer model with our distributors, where they take ownership of the drug products upon acceptance — assuming all associated risks, including unsold stock — and are not entitled to return the sold products unless in cases of product defects, incorrect shipments or verified transit damages.
Business · p. 161
As of December 31, 2025, our distribution network comprised 278 distributors across 31 provinces, autonomous regions, and municipalities in China.
As of December 31, 2023, 2024 and 2025, we engaged 226, 289 and 311 distributors, respectively. In 2023, 2024 and 2025, our revenue generated from sales to distributors was RMB1,287.1 million, RMB939.1 million and RMB871.5 million, respectively, accounting for 29.0%, 20.4% and 16.4% of our total revenue in each respective period.
Business · p. 133
In 2023, 2024 and 2025, we terminated cooperation with 86, 19 and 48 distributors, respectively, primarily considering their performance, business focus and market conditions, and to consolidate our channel resources to enhance supply chain management and supervision efficiency.
Business · p. 135
Our CMMS effectively helps us mitigate substantially all risks associated with channel stuffing.
For the years ended 31 December 2023, 2024 and 2025, revenue generated from wholesales to our franchised stores accounted for 19.2%, 21.0% and 18.9% of our revenue, respectively.
Business · p. 141
The number of our franchised stores decreased during the Track Record Period mainly because (i) we exercised tighter control of the opening of new franchised stores to consolidate our management of franchised stores; and (ii) some franchised stores ceased their relationship with us primarily due to (a) terminated or non-renewal by us due to failure to meet our store management requirements; (b) failure to renew lease agreements of the premises where the franchised stores were located; and (c) their voluntary termination or non-renewal.
Financial Information · p. 206
We do not currently enforce minimum purchase requirements on our franchised stores, although such requirements existed before we terminated it on 31 December 2024.
For our jewellery business, generally, sales to our franchisees (including direct franchisees, regional franchisees and sub-franchisees) are buyout sales, which means that we recognise revenue for sale of products is recognized at the point in time when control of the asset is transferred to the franchisees (instead of the end consumers), generally on delivery of the jewellery and handbags to the franchisees.
Business · p. 130
As at 31 December 2023, 2024 and 2025, we had 1,125, 1,272 and 1,486 franchise jewellery stores covering over 200 cities in China and Southeast Asia.
Financial Information · p. 216
While certain franchisees are under common control of individuals, on a consolidated basis, no single actual controller contributed to more than 3.0% of the revenue for each year during the Track Record Period.
We sell our products primarily through direct sales with limited distributor partnerships to meet the diverse needs of customers across industries.
Business · p. 127
Number of distribution partners at the end of the period | — | 7 | 27
Business · p. 129
Having considered that (i) our relationship with distributors is a seller-buyer relationship, and no return, exchange or refund is allowed except for quality reasons; (ii) our distributors are not subject to mandatory sales targets; and (iii) we generally require payment by distributors before delivery, our management are of the view that we were not subject to material risk of channel stuffing during the Track Record Period.
As of December 31, 2025, we had established a distribution network comprising 738 distributors.
Business · p. 117
Given our principal-to-principal sales arrangements, the absence of minimum purchase requirements or mandatory sales targets for our distributors, and our ongoing monitoring of ordering patterns and settlement status, we believe our sales generally correspond to underlying market demand and our distribution model presents a relatively low risk of channel stuffing.
Business · p. 118
We maintain a principal-to-principal seller-buyer relationship with our distributors.
As of December 31, 2025, we maintained nine distributors, through which our products have been sold to nine countries or regions.
Business · p. 120
We had six, six and nine distributors as of December 31, 2023, 2024 and 2025, respectively.
Business · p. 122
In 2023, 2024 and 2025, we generated RMB327.6 million, RMB466.2 million and RMB694.2 million from sales to direct customers, respectively, accounting for 96.4%, 98.0% and 90.9% of our revenue for the same years.
In 2023, 2024 and 2025, revenue generated from our distribution channels amounted to RMB73.6 million, RMB108.6 million, and RMB150.6 million, representing 18.9%, 27.5% and 29.2% of our total revenue for the same periods, respectively.
Business · p. 143
As of December 31, 2025, we had six domestic distributors and 12 overseas distributors.
Business · p. 143
We have implemented measures to minimize the risk of channel stuffing and inventory backlog within the distribution network, as (i) we generally do not allow returns of products sold to distributors, except for limited reasons such as defective products; (ii) we maintain regular communication with distributors to understand their sales performance and inventory levels, ensuring inventory levels match market demand; and (iii) we do not set minimum purchase requirements, encouraging distributors to be more cautious in their ordering to align their purchases with actual sales patterns and market demand.
In 2023, 2024 and 2025, our sales generated from distributor sales accounted for 60.8%, 58.9% and 53.1% of our total revenues, respectively.
Business · p. 156
To further mitigate this risk, we have established a structured channel-inventory monitoring mechanism under which distributors provide inventory reports.
Business · p. 156
Given this turbulence in the downstream semiconductor market, we adjusted our distributorship structure by phasing out certain underperforming distributors and engaging new distributors with stronger multi-channel capabilities in 2023.
In 2023, 2024 and 2025, there were 93, 85 and 85 channel partners, respectively.
Business · p. 184
Our relationship with our channel partners is a buyer and seller relationship whereby our channel partners acquire ownership of, and we recognize revenue upon transfer of control of, the products delivered to them.
Business · p. 185
The risk of channel stuffing across the distribution chain is nonetheless inherently limited by our project-based business model, whereby products are delivered and deployed in response to specific end-customer project requirements, resulting in no inventory accumulation at the channel partner or sub-distributor level.
In 2023, 2024 and 2025, our revenue generated from sales to distributors amounted to RMB128.4 million, RMB105.0 million and RMB144.7 million, respectively, accounting for 29.7%, 27.4% and 26.7% of our revenue generated from the product sales of the same periods.
Business · p. 158
The number of distributors at the end of the period decreased to 81 as of December 31, 2025, mainly reflecting the replacement of certain distributors, which demonstrates our ongoing efforts to optimize our distribution network.
Business · p. 158
We believe that our sales reflect the actual demand from end customers, thus minimizing the risk of channel stuffing and inventory backlog within the distribution network, as (i) we conduct regular online follow-ups with them to understand their inventory level, through which, we may understand prevailing market conditions and check whether they have sufficient stock level; and (ii) we generally do not grant long credit periods to distributors or set minimum purchase requirements, encouraging distributors to be more cautious in their ordering to align their purchases with actual sales patterns and market demand.
We recognize revenue from product sales to TOP TOY Retail Partners when they sell the products to end-customers in their own TOP TOY stores.
Business · p. 155
We believe that our sales to distributors during the Track Record Period reflected genuine market demand and there was effective management and control over the inventory levels held by our distributors.
During the Track Record Period, we did not terminate any distributor.
Business · p. 131
We believe the risk of channel stuffing is minimal. We generally do not impose mandatory sales targets or minimum purchase requirements on our distributors, allowing purchases to reflect actual market demand rather than sales pressure. During the Track Record Period and up to the Latest Practicable Date, we did not receive any significant product returns from distributors.
Distributorship model contributed 74.8%, 73.5% and 58.8% of our total sales in 2023, 2024 and 2025, respectively.
Business · p. 140
We control channel stuffing risks through our internal management policies for distributors and measures by keeping track of the information of end customers.
Business · p. 141
Based on the above, and to the best of our knowledge, our Directors do not believe there was any material channel stuffing issue and cannibalization risks among our distributors as a result of their buy-out model with us during the Track Record Period.
We believe our sales correspond to the actual customer demands and that our products are at a low risk of channel stuffing in our sales and distribution network.
Business · p. 150
During the Track Record Period and up to the Latest Practicable Date, we did not impose any minimum purchase requirement on our distributors.
We generate income from selling edible fungi to distributors and recognize revenue generally at the time when the goods are delivered to them. Our distributors are responsible for the profit or loss resulted from their subsequent sales.
Business · p. 159
During the Track Record Period, the turnover rates of our distributors were 35.6%, 27.9% and 21.1%, respectively.
Business · p. 159
The number of distributors for our edible fungi business deceased during the Track Record Period, primarily due to (i) our strategy to focus on cooperation with distributors that are more capable, experienced, and highly credible, and strategically terminate relationship with relatively small distributors and (ii) the distributors’ own strategic adjustments.
As of December 31, 2025, our offline retail coverage reached virtually 100% of all prefecture-level cities in China, while expanding into townships, towns, and villages, and our products were available in over 110,000 offline outlets.
Business · p. 122
We terminated cooperation with 21, 198, and 324 offline distributors in 2023, 2024 and 2025, primarily reflecting our distributor management optimization initiatives aimed at streamlining our network and enhancing overall efficiency.
Business · p. 122
We strive to minimize the channel stuffing risks associated with our distributors through the following measures: (i) except for online distributors under the consignment model, we generally require full payment before shipping products to distributors;