Hong Kong IPO disclosure precedents · 14 companies, 14 items
Supplementary sales through trading companies, trade partners, intermediaries or resellers who buy and resell products, rather than conventional appointed distributors.
In 2023, 2024 and 2025, our sales generated from sales to trading partners amounted to RMB484.2 million, RMB575.2 million and RMB563.0 million, respectively, accounting for 4.5%, 4.5% and 3.7% of our total revenue for these periods.
Business · p. 138
The number of our trading partners decreased from 70 in 2023 to 58 in 2024, 32 in 2025 and 27 in the four months ended April 30, 2026, mainly due to our strategic adjustment to focus on cooperation with outstanding trading partners and eliminate underperforming ones.
Business · p. 136
We do not impose sales targets or minimum purchase obligations on trading partners. Orders are placed on an as-needed basis and reflect specific end customer requirements with different product specifications. Trading partners are generally not permitted to return unsold inventory, and we do not engage in consignment or speculative sales arrangements.
In FY2023, FY2024, FY2025 and 6M2026, the revenue from our sales to the resellers amounted to RMB253.7 million, RMB283.3 million, RMB303.5 million and RMB179.5 million, respectively, representing 8.6%, 8.7%, 8.9% and 8.4% of the total revenue for the same years, respectively.
Business · p. 127
we therefore believe that orders placed by our resellers generally correspond to underlying end customers’ demand, our Directors consider that the risk of channel stuffing in respect of our sales to the resellers is low. Based on independent due diligence work conducted by the Sole Sponsor, nothing has come to the attention of the Sole Sponsor that would cause it to disagree with our Directors’ view above.
Our relationship with Customer I is of a trading nature.
Business · p. 171
As our financing capability improved, we gradually phased out such arrangements, and only one to two product models remain subject to such arrangements as of the Latest Practicable Date.
Business · p. 171
The PRC Legal Advisor has confirmed that the arrangement with Customer I is legal and valid under PRC law.
Direct sales are our predominant sales channel and accounted for around 90% of our revenue in each of 2023, 2024, 2025, and the six months ended June 30, 2026, with sales to trading companies accounting for 10.6%, 13.4%, 9.8%, and 7.1% respectively.
Business · p. 146
The use of trading companies as a supplementary sales channel is consistent with industry practice among specialty chemicals manufacturers operating across multiple geographies and customer segments.
Business · p. 147
Our relationship with trading companies is a buyer-and-seller relationship: trading companies purchase our products outright and resell them to end customers on their own account, and we do not act as principal or agent in their onward sales.
In 2023, 2024, 2025 and the five months ended May 31, 2026, revenue from trading companies amounted to RMB190,871.7 million, RMB204,344.6 million, RMB196,667.6 million, and RMB73,263.3 million, respectively, representing 76.2%, 75.7%, 72.7% and 66.5% of our revenue from commodity trading, respectively.
Business · p. 117
We discontinued transactions with certain trading companies during the Track Record Period, primarily due to changes in demand or preferences of the relevant end customers.
Business · p. 118
Since our transactions with these trading companies are based on the real demand from end customers, we do not believe that our relationship with them raises concerns related to channel stuffing, cannibalization, or the recoverability of accounts receivable.
During the Track Record Period, sales to trading customers accounted for approximately 27.4%, 27.2% and 32.8% of our revenue for the years ended 31 December 2023, 2024 and 2025, respectively.
Business · p. 152
We did not set mandatory sales targets, as we consider that this practice motivates them to place orders according to the actual needs of their end-users or contractors, primarily for the purchase of resale, thus ensuring that procurement volumes correspond to real market demand.
Business · p. 159
During the track record period and up to the Latest Practicable Date, we have not observed any unusually large purchases inconsistent with ordinary purchase pattern and practices, nor have we detected abnormally high inventory levels among trading customers.
We do not impose sales targets, geographic restrictions or customer allocation requirements on trading partners, and our interactions with them are limited to individual transactions.
Business · p. 136
Trading partners do not have incentives to accumulate inventory beyond their operational needs, as they bear the full commercial risks associated with downstream sales.
Business · p. 137
During the Track Record Period, we did not observe any material inventory accumulation or abnormal procurement behavior among our trading partners.
Revenue generated from medical trading companies represented 33.6%, 35.5% and 35.3% of our revenue in 2023, 2024 and 2025, respectively.
Business · p. 144
In 2023, 2024 and 2025, we had 549, 606 and 654 medical trading companies that purchased our products, including 126 medical trading companies that purchased our products in each of 2023, 2024 and 2025.
Business · p. 145
This aggregation practice means that when these companies resell the products, they are sold as commodity TCM decoction-ready products without preservation of our brand identity, or quality certifications.
According to Frost & Sullivan, sales through trading partners are in line with industry norms.
Business · p. 124
We consider these customers as our end customers and not our distributors, primarily because (i) we enter into purchase orders or sales and purchase agreements with them rather than distribution agreements in the same way as our direct customers, (ii) we have no control over any of these customers or on their sales, inventories, credit or pricing policies, and marketing activities, (iii) similar to our pricing strategy for our products sold to our direct customers, we typically determine the prices of our products selling to trading partners based on the costs of raw materials, the price of comparable products in the market and other costs and expenses, and (iv) we have no restrictions or requirements on these customers regarding their geographical coverage, sales target, minimum purchase requirements or channels.
Business · p. 124
We believe the risk of channel stuffing and cannibalism is low in relation to our sales with trading partners for the following reasons: (i) we generally require payment before delivery from our trading partners
In 2023, 2024 and 2025, revenue generated from trading company customers amounted to RMB2,888.0 million, RMB2,128.6 million and RMB1,523.0 million, respectively, accounting for 51.3%, 38.4% and 22.4% of our total revenue for the respective periods.
Business · p. 119
We maintain a buyer-seller relationship with the chemical trading companies, where they purchase products from us for sale to end customers.
Business · p. 119
We do not enter into distribution agreements with our trading company customers.
However, we do not authorize them to acquire end customers, negotiate on our behalf, or maintain inventory for resale.
Business · p. 149
We do not impose sales targets or minimum purchase obligations on our trading partners. Purchase order reflects actual end customer demand, and we do not encourage speculative stocking.
Business · p. 150
Accordingly, considering that (i) we do not set sales targets or minimum purchase obligations, (ii) our trading partners are generally not permitted to return unsold products, (iii) our products are largely customized and not interchangeable, and (iv) we did not identify any material channel stuffing or cannibalization risks during the Track Record Period and up to the Latest Practicable Date, our Directors are of the view that we do not have any material channel stuffing or cannibalization risks.
Our revenue attributable to traders increased from RMB26.1 million in 2023 to RMB63.8 million in 2024, primarily due to (i) an increase in the number of our traders, rising from 23 traders in 2023 to 32 traders in 2024; and (ii) an increase in our revenue from our major trader customer, Lianyungang Xinyi Road International Trade Co., Ltd. (連雲港鑫一路國際貿易有限公司), which rose from RMB12.2 million in 2023 to RMB24.7 million in 2024, mainly attributable to the increase in the sales volume of precision casting mullite products and refractory mullite products driven by its increasing end customer demand.
To mitigate the risk of cannibalization and channel stuffing, our agreements with our largest trader include a customer filing arrangement.
Business · p. 212
Our revenue from the largest trader for the years ended December 31, 2022, 2023, 2024 and for the five months ended May 31, 2025 accounted for 30.0%, 46.6%, 38.7% and 43.8%, respectively, of our total revenue generated from traders during the same periods.
We sell the LUXEED brand vehicles to an exclusive corporate distributor, which is principally engaged in the sales of NEVs in the PRC, and further sells the LUXEED brand vehicles to end customers in China.
Business · p. 267
The term of the general distributorship agreement is five years and is renewable upon mutual agreement upon expiry.