Hong Kong IPO disclosure precedents · 324 companies, 337 items
sales through distributors: share of revenue, number and movement of distributors, relationship (sell-in / consignment), measures against channel stuffing and inventory build-up
In 2023, 2024, 2025 and the three months ended March 31, 2026, sales to our distributors amounted to RMB8,968.7 million, RMB9,006.8 million, RMB9,193.8 million and RMB1,840.0 million, accounting for 44.5%, 40.2%, 37.8% and 29.7% of our total sales in the same year/period, respectively.
Business · p. 140
The fluctuations in the number of our distributors during the Track Record Period primarily reflected the dynamics of our sales of intelligent devices and solutions targeted at the educational market in China.
Business · p. 146
we generally require full upfront payment of contract price before delivering products to our distributors, by which arrangement we believe our distributors would place orders with us based on their actual sales forecasts;
We recognize revenue upon our distributor’s confirmation of receipt of our products.
Business · p. 164
Our Directors are of the view that we do not have any material channel stuffing risks, considering that (i) we do not set sales targets or minimum purchase obligations on trading partners; (ii) our trading partners are generally not permitted to return products except for instances of product design defects and quality issues, (iii) our trading partners typically place orders with us after they have received purchase orders, and (iv) we did not identify any material channel stuffing risks during the Track Record Period and up to the Latest Practicable Date.
Business · p. 164
Our authorized agents typically place orders with us after they have received purchase orders, which inherently reduces their inventory risks and accelerates their inventory turnover.
Revenue from distributorship increased from RMB1,147.7 million in 2023 to RMB1,560.2 million in 2024 and further to RMB2,266.4 million in 2025.
Business · p. 164
Additions of new distributors | 26 | 20 | 32
Business · p. 164
Specifically, if a distributor’s monthly procurement deviates significantly from the plan, we perform verifications to mitigate channel stuffing risks and reserve the right to reject or adjust orders.
To a much lesser extent, we engaged distributors to sell our products, which accounted for less than 2% of our total revenue in each year during the Track Record Period.
Business · p. 152
In light of the foregoing and the limited scale and minimal revenue contribution from distribution during the Track Record Period, we do not consider our business model to be materially exposed to risks commonly associated with distributorship arrangements, such as channel stuffing, sales cannibalization or trade receivables collection risks.
Business · p. 152
During the Track Record Period and up to the Latest Practicable Date, we had no material unresolved or pending disputes or lawsuits with our distributors, nor had any products been returned to us by our distributors.
Revenue generated from our offline distributors amounted to RMB209.6 million, RMB299.6 million and RMB270.5 million in FY2023, FY2024 and FY2025, respectively, accounting for approximately 85.0%, 88.4% and 86.3%, respectively, of our total revenue for the same years.
Business · p. 114
(i) Payment terms: We typically request most of our distributors to make payment before delivery of products except for some of our largest customers during the Track Record Period where we consider such cases individually and offer specific credit terms.
Business · p. 116
We maintain stringent return policy for our distributors and return is only allowed for products with quality issues.
We primarily promote and sell our solutions through distributors.
Business · p. 115
The number of our distributors decreased during the Track Record Period, primarily as a result of our ongoing efforts to optimize and streamline our distribution network.
Business · p. 116
We have taken the following measures to minimize the risk of channel stuffing:
In 2023, 2024 and 2025, our sales generated from distributor sales amounted to RMB485.9 million, RMB500.9 million and RMB586.0 million, respectively, accounting for 72.5%, 64.6% and 65.1% of our total revenues for these periods.
Business · p. 129
Based on our definitions of terminated distributors, the relatively high gross churn rate among distributors was mainly due to the time when our distributors procured from us and the amount are recognized as revenue.
Business · p. 131
We generally do not allow returns of products sold to distributors, except primarily for defective products.
During the Track Record Period, sales to distributors accounted for approximately 25.2%, 33.0% and 12.6% of our total revenue for the years ended December 31, 2023, 2024, and 2025, respectively.
Business · p. 142
Meanwhile, given the inherent hazardous nature of our major chemical products, distributors generally refrain from maintaining large inventories to avoid incurring additional storage costs and risks. As such, the risk of channel stuffing is minimal.
Business · p. 142
During the Track Record Period, the number of distributors that placed orders with us but had no subsequent orders for more than six months amounted to 605.
The significant increase in the number of our NEPV distributors in 2024 was mainly attributable to our transition from a primarily self-operated sales model to a distributorship model, which commenced in the first half of 2024.
Business · p. 142
We have implemented controls to address channel-stuffing and inventory risks, including monitoring sell-through data by requiring distributors to report end-customer delivery information and comparing such data against observable market and registration data.
Business · p. 143
The number of distributors affiliated with Changan Automobile was nil, 17 and 26 in 2023, 2024 and 2025, respectively, compared with total distributor numbers of nil, 259 and 384 in the same years.
During the Track Record Period, substantially all of our revenue was generated from our distributors, who sell our chips to end customers across various industries.
Business · p. 119
Given that, despite our performance targets, we do not impose minimum purchase requirement on Certified Distributors, and that our Certified Distributors are generally not allowed to return any unsold products to us, our Directors are of the view that we do not have any material channel stuffing issue.
Business · p. 122
We had 42, 49 and 40 customers in 2023, 2024 and 2025, respectively, with our customer retention rate fluctuating between 71.2% and 81.0%. These fluctuations primarily reflected our ongoing optimization of our distributor network to concentrate resources.
The number of our channel partners was 22, 18 and 14 in 2023, 2024 and 2025, respectively.
Business · p. 149
The number of our agents was 79, 96 and 114 as of December 31, 2023, 2024 and 2025, respectively.
Business · p. 151
Although a portion of our customers are channel partners rather than end customers, our Directors are of the view that our business model does not constitute a distributorship model.
In 2023, 2024 and 2025, the revenue generated from our distributors was RMB20.2 million, RMB53.9 million and RMB61.0 million, respectively, representing 7.6%, 16.6% and 11.7% of our total revenue in the same periods, respectively.
Business · p. 154
In 2025, we terminated relationships with 19 distributors that were in areas of low-efficiencies, and prioritized collaborations with distributors that may help to facilitate our expansion into new application scenarios.
Business · p. 154
We recognize sales revenues from distributors when the control over our products is transferred to such distributors.
During the Track Record Period, all of our revenue from medicine marketing, promotion and sales business line was generated through sales to our distributors. Meanwhile, 64.6%, 75.5% and 78.6% of our total revenue from maternity and supplements business line was generated through sales to our distributors in 2023, 2024 and 2025, respectively.
Business · p. 131
We partnered with 299, 386 and 399 distributors as of December 31, 2023, 2024 and 2025, respectively.
Business · p. 135
While we sell our products to distributors under buy-and-sell arrangements, we generally retain responsibility for demand generation and market development.
The number of our distributors in the maternity and supplements business line generally decreased during the Track Record Period as we strategically focused on the collaborations with the major distributors.
Business · p. 136
As a result, our top five distributors in the maternity and supplements business line contributed 20.2%, 54.1% and 68.5% of our revenue from the maternity and supplements business line in 2023, 2024 and 2025, respectively.
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.
In 2023, 2024 and 2025, revenue from our distributors amounted to RMB68.6 million, RMB75.8 million and RMB112.2 million, representing 31.1%, 25.3% and 36.0% of the total revenue for the same periods, respectively.
Business · p. 168
In 2023, 2024 and 2025, we engaged 78, 63 and 24 new distributors, respectively.
Business · p. 169
We carefully manage our distribution channels and mitigate the risks of channel stuffing through partnering with carefully selected distributors following comprehensive assessments and periodic reviews.
Accordingly, we only generated a small portion of revenue from our distributors, which amounted to RMB16.3 million, RMB15.7 million and RMB16.3 million, respectively, representing 1.6%, 1.4% and 1.0% of our total revenue in 2023, 2024 and 2025, respectively.
Business · p. 156
We believe the risk of channel stuffing within our distribution network is low, given that (i) we maintain a contractual buyer-seller relationship with distributors; and (ii) we generally do not permit product returns unless due to quality issues attributable to us.
Business · p. 156
As of December 31, 2023, 2024 and 2025, the number of our distributors remained relatively stable, which was 26, 31 and 28, respectively.
The number of offline trading partners rebounded in 2025, primarily attributable to the new offline trading partners we collaborated with for the promotion and sales of our infant formula products under general self-operated business.
Business · p. 157
Under the drop-shipping model, we collaborate with our offline trading partners on a consignment basis, where we only recognize revenue when products are delivered to and accepted by their end customers.
Business · p. 158
We generally do not accept any return or exchange of products from offline trading partners except for defective or substandard products, ensuring that offline trading partners place orders based on realistic sales forecasts rather than speculative or inflated volumes.
During the Track Record Period, revenue from sales to our distributors represented 1.4%, 1.7%, and 3.5% of our sales for each respective year.
Business · p. 154
We had 221 newly-added distributors in 2025 mainly due to our business expansion and optimization of our distribution network in domestic and overseas markets.
Business · p. 154
We have established a comprehensive distributor management and control framework to prevent channel stuffing and cannibalization, under which our distributors are authorized to distribute relevant products only within specified territories and are subject to continuous monitoring through routine inspections.
Our cooperation with distributors is conducted on a buy-out basis and does not involve consignment arrangements and channel stuffing.
Business · p. 133
In 2023, 2024 and 2025, revenue generated from sales to those distributors amounted to RMB30.0 million, RMB27.1 million and RMB37.3 million, respectively, accounting for 5.8%, 5.2% and 6.6% of our total revenue for the corresponding year.
Business · p. 133
The increase in new distributors in 2025 is in line with the growth of our revenue from outside of Chinese mainland as we expanded our overseas footprint.