Hong Kong IPO disclosure precedents · 41 companies, 42 items
Overlap explained by the business model itself, such as distributor or OEM resale arrangements, buyout sale-and-purchase models, or equipment procured, integrated and resold to the same counterparty.
From time to time, we purchase packaging materials, other electronic components, and relevant customs declaration services from our intelligent driving and intelligent cockpit customers, and our lens suppliers purchase camera modules from us.
Business · p. 163
Negotiations of the terms of our sales to and purchases from these overlapping customers and suppliers were conducted on an individual basis and the sales and purchases were neither inter-connected nor inter-conditional with each other.
Business · p. 164
Our Directors confirmed that all of our sales to and purchases from these overlapping customers and suppliers were conducted in the ordinary course of business under normal commercial terms.
Customer E/Supplier E, one of our five largest customers in each of 2024 and 2025, was also one of our five largest suppliers in 2024, because Customer E/Supplier E requires its suppliers, including us, to purchase designated electronic components used in their products from certified vendors, including, in some cases, the Customer E/Supplier E itself, to better control quality.
Business · p. 145
Our sales to and purchases from Customer E/Supplier E were conducted in the ordinary course of business and on commercial terms negotiated on an arm’s length basis.
Business · p. 145
We sold various PCB products, primarily FPC, to Customer G and purchased electronic components from it, and the relevant purchase amounts were RMB96.6 million, RMB91.5 million, RMB95.6 million and RMB3.9 million in 2023, 2024, 2025 and the four months ended April 30, 2026, respectively.
During the Track Record Period, certain parties acted as both our suppliers and customers.
Business · p. 150
During the Track Record Period, we also purchased power generator sets integrated with our engines from them for further sales, as our in-house assembly capacity was constrained while market demand for power generator sets integrated with our engines increased substantially during the Track Record Period.
Business · p. 150
In each year/period during the Track Record Period, our purchases from Other Overlapping Primary Customers accounted for less than 2.0% of our total purchases during the corresponding year/period, representing an insignificant percentage of our total purchases.
Customer B, one of our five largest customers in 2023, 2024, 2025 and the six months ended June 30, 2026, was also a supplier during the Track Record Period.
Business · p. 191
All of our sales and purchases from Customer B, Customer C, Customer D, Customer F, Supplier A, Supplier D and Supplier J were conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.
In 2025, one customer of ours was also our supplier (the "customer-supplier"): the sales to this customer-supplier amounted to RMB28.0 million, representing 75.1% of our total revenue in 2025, and the purchase from it amounted to RMB37.7 million, representing 18.8% of our total purchase in 2025.
Business · p. 198
As confirmed by the Frost & Sullivan, our arrangements with the customer-supplier are in line with the industry practice.
During the Track Record Period, certain of our top five customers were also among our suppliers, while certain of our top five suppliers were also among our customers.
Business · p. 127
According to Frost & Sullivan, it is common in our industry for market participants to act as both buyers and sellers under such circumstances.
Business · p. 127
All sales to and purchases from these customers and suppliers were negotiated through separate processes, conducted in the ordinary course of business, and carried out on commercial terms that were negotiated at arm’s length.
During the Track Record Period, Customer B, one of our five largest customers in each of 2023, 2024 and 2025, was also one of our five largest suppliers in the same periods, which is Supplier A.
Business · p. 149
For this reason, we sold heat exchangers of RMB1,346.0 million, RMB1,954.8 million, RMB937.4 million and RMB25.0 million to Customer B in 2023, 2024, 2025 and four months ended April 30, 2026, and purchased copper tube and aluminum foil of RMB1,111.1 million, RMB1,645.6 million, RMB759.4 million and RMB9.9 million from it during the same periods.
Business · p. 149
During the Track Record Period, Supplier G, one of our five largest suppliers in each of 2023 and 2024, was also one of our customers in 2023, 2024 and 2025, because we require our supplier to purchase the designated connectors from us to be used in their cable products to better control quality and ensure the materials meet our specifications and integrate with our manufacturing processes.
In the meantime, Supplier B, one of our principal wafer suppliers, is a distributor that procures wafers under the distribution channel of Customer A's foundry division.
Business · p. 181
We have implemented internal control measures to ensure that procurement and sales transactions with Customer A are handled independently by separate teams, and all terms remain commercially reasonable and in line with prevailing market practices.
Business · p. 181
All of our sales to and purchases from overlapping customers and suppliers were conducted in the ordinary course of business under normal commercial terms and on an arm's length basis.
During the Track Record Period, certain of our major suppliers were also our customers, primarily due to the nature of our business.
Business · p. 162
Our sales to and purchases from such overlapping customer-suppliers were not interrelated or conditional upon each other.
Business · p. 163
(iii) at fair market prices, and (iv) the products/services we purchased from such overlapping customer-suppliers were different from the products/services we sold to them
During the Track Record Period, certain of our key customers and suppliers overlapped due to our business nature, where we both provided enterprise growth AI applications and solutions to, and procured services from, certain of the same counterparties.
Business · p. 169
According to CIC, it is an industry norm to have overlapping customer-supplier relationships in the enterprise large model-driven business growth market, and the level of our Group’s overlapping customers and suppliers is not anomalous compared with the industry norm.
Business · p. 169
The terms of our sales to and purchases from these overlapping customers and suppliers were negotiated on an individual basis with their respective group entities by responsible personnel from different departments of our Group, and such transactions were neither inter-connected nor inter-conditional.
During the Track Record Period, we had 24 customers who were also our suppliers.
Business · p. 153
Our Directors confirmed that the sales and purchases with the overlapping customers and suppliers during the Track Record Period were not connected nor conditional upon each other.
Business · p. 153
The total purchases from these 24 overlapping customers and suppliers amounted to RMB33.8 million, RMB40.5 million, and RMB45.6 million in 2023, 2024 and 2025, accounting for approximately 9.8%, 11.6%, and 10.8% of our total purchases for the relevant years, respectively.
During the Track Record Period, Supplier A and Supplier H were also our customer.
Business · p. 138
We entered into separate agreements with Supplier A and Supplier H on an arm’s-length basis in the ordinary course of business, and we negotiated terms with Supplier A and Supplier H using independent business teams.
Business · p. 139
During the Track Record Period, revenue generated from Customer C represented 12.2%, 6.4% and 7.0% of our total revenue, respectively, and the amount of procurement we incurred represented 0.3%, 0.6% and 0.2% of our procurement in relation to Customer C.
Under the previous business model, we sold DRAM chips to ADATA which would process the DRAM chips into DRAM modules before selling the DRAM modules back to us.
Financial Information · p. 247
The delayed payment due from ADATA was settled as of the Latest Practicable Date.
In each year during the Track Record Period, the total revenue contributed by customers who were also our suppliers accounted for 19.9%, 23.1% and 19.2% of our total revenue, respectively.
Business · p. 164
The agreements for sales of goods and provision of services were performed independently, and the negotiation, execution, and renewal of one type of agreement was not conditional upon the other.
Business · p. 164
Our Directors confirm that all of the Group’s sales to and purchases from these overlapping customer-suppliers were conducted in the ordinary course of business under normal commercial terms and on arm’s length basis, and are common in the digital retail solutions industry in China, as advised by our industry consultant.
During the Track Record Period, we provided logistics services to certain customers who also acted as our suppliers.
Business · p. 141
According to Frost & Sullivan, such overlap primarily reflects the operational characteristics of the logistics industry, in which market participants may assume dual roles depending on the specific transaction context.
Business · p. 141
In 2023, 2024 and 2025, revenue generated from such overlapping customers and suppliers, which was among either our five largest customers or suppliers during each year of the Track Record Period, was RMB982.7 million, RMB269.0 million and RMB263.5 million, respectively, accounting for 10.3%, 4.6% and 4.0% of our total revenue for the same years.
During the Track Record Period, to the best of our Directors’ knowledge, one of our top five customers was also one of our top five suppliers on a consolidated basis.
Summary · p. 3
In 2023, 2024 and 2025, we purchased RMB207.4 million, RMB960.4 million and RMB1,666.5 million from Supplier B, accounting for 21.8%, 26.3% and 19.2% of our total purchase for the same years, respectively.
Business · p. 172
In 2023, 2024 and 2025, we generated RMB147.9 million, RMB504.9 million and RMB440.5 million from Customer A, accounting for 34.8%, 25.7% and 11.1% of our total revenue for the same years, respectively.
In 2023, 2024 and 2025, one of our top five suppliers, Supplier A, who primarily engages in electric vehicle ("EV") solutions in China, was also our customer.
Business · p. 197
In 2023, 2024 and 2025, revenue generated from such company and its affiliated company represented 0.2%, 0.3% and 0.4% of our total revenue, respectively, and the amount of procurement we incurred represented 10.3%, 8.4% and 9.3% of our procurement, respectively.
Business · p. 197
We entered into different agreements with such company and its affiliated company on an arm's-length basis in the ordinary course of business, and we negotiated terms with such company and its affiliated company using independent business teams.
This overlap occurred primarily because these suppliers are operators of social media platforms.
Business · p. 156
During the Track Record Period, Supplier A, Supplier B, Supplier C, Supplier D and Supplier E were our major suppliers and also our customers. In 2023, 2024 and 2025, Supplier A, Supplier B, Supplier C, Supplier D and Supplier E collectively contributed 3.1%, 1.6% and 0.8% of our total revenue, respectively, and 68.6%, 75.6% and 79.7% of our total purchase, respectively.
Business · p. 156
All sales to and purchases from these customers and suppliers were negotiated through separate processes, conducted in the ordinary course of business, and carried out on commercial terms that were negotiated at arm’s length.
In 2023, 2024 and 2025, the revenue from Customer B was RMB26.4 million, RMB39.8 million and RMB71.7 million, respectively, accounting for 7.0%, 7.3% and 8.8%, of our total revenue in the same periods, respectively.
Business · p. 165
In 2023, 2024 and 2025, our purchase from Supplier A was RMB81.9 million, RMB135.4 million and RMB179.5 million, respectively, accounting for 35.7%, 26.6% and 24.3% of our total purchase in the same periods, respectively.
Business · p. 165
Our Directors confirm that all transactions with our overlapping customers and suppliers were conducted in the ordinary course of business and were based on normal commercial terms and at arm's length, and the sales to and purchases from these entities were neither interconnected nor conditional upon each other.