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.
During the Track Record Period, certain of our five largest customers in each period were also our suppliers, and certain of our five largest suppliers in each period were also our customers.
Business · p. 175
Our sales to and purchases from such customers were conducted in the ordinary course of business and on normal commercial terms negotiated on an arm’s length basis.
Business · p. 175
For transactions conducted under the Buy & Sell model, we separately account for and settle procurement payables and sales receivables, with distinct payment terms for each transaction.
During the Track Record Period, Customer C, one of our top customers in 2024 and 2025, was also one of our suppliers in 2024 and 2025.
Business · p. 136
In 2024 and 2025, our purchase from Customer C amounted to RMB54.4 million and RMB61.9 million, accounting for 0.7% and 0.5%, respectively, of our total purchases.
Business · p. 136
Our sales to and purchases from Customer C were conducted in the ordinary course of business and on commercial terms negotiated on an arm’s length basis.
During the Track Record Period, we sold certain equipment to Supplier B and Supplier B acted as our contract manufacturer to produce power inductors using such equipment to fulfill our specific requirement on the products, which we then purchased from Supplier B due to our already high production utilization rate.
Business · p. 155
Our Directors confirmed that all of our sales to and purchases from Supplier B, Supplier D and Supplier F were conducted in the ordinary course of business under normal commercial terms and on an arm’s-length basis.
Business · p. 155
According to CIC Report, such overlapping suppliers and customers is in line with the industry norm.
This overlap primarily arose from our adoption of the Buy & Sell model, under which we procure certain materials components from our customers for our production.
Business · p. 251
Our sales to and purchases from such customers were conducted in the ordinary course of business and on commercial terms negotiated on an arm's length basis, with pricing determined through written statements of work or purchase orders, standardized delivery and payment terms, and market-benchmarking provisions that ensure the transaction prices are in line with prevailing market levels.
Business · p. 251
In 2022, 2023, 2024 and the nine months ended September 30, 2025, the aggregate gross profit we derived from these overlapping customers and suppliers, consisting of Customer A, Customer B (or Supplier A), Customer C (or Supplier D), Customer D (or Supplier G), Customer E, Customer F (or Supplier F), Supplier B, Supplier E and Supplier I, amounted to RMB1,844.0 million, RMB1,980.1 million, RMB2,040.0 million and RMB2,004.5 million, respectively, accounting for 78.0%, 76.4%, 75.4% and 76.9% of our total gross profit in the corresponding period.
Supplier D was both one of our five largest suppliers and one of our five largest customers in 2022 and 2023.
Business · p. 244
In line with common market practice, this supplier-customer served as one of our online retailers and also provided e-commerce platform services to us.
Business · p. 244
All of our sales to and purchases from this supplier-customer were conducted in the ordinary course of business under normal commercial terms and on an arm's length basis.
For the year ended December 31, 2024, merely approximately 1.0% of the supply-end participants, measured in terms of the number of supply-end participants, were both our suppliers in our digital procurement services and third-party merchants on our marketplace.
Business · p. 172
Products sold by us are not presented in a more prominent way or given higher rankings just because of the source of products.
In 2023, 2024 and the five months ended May 31, 2025, one of our major suppliers, Haowei Electronic, was also our customer.
Business · p. 210
In 2023, 2024 and the five months ended May 31, 2025, our purchases from Haowei Electronic represented 9.3%, 12.3% and 9.7% of our total purchases for the respective periods, respectively, and our sales to Haowei Electronic represented 2.4%, 9.8% and 1.1% of our total revenue for the respective periods, respectively.
Business · p. 210
The negotiations of the terms of arrangements with Haowei Electronic as our supplier and our customer were conducted separately, and our purchase from and sales to Haowei Electronic were neither inter-connected nor inter-conditional with each other.
Our Directors consider that, as our Group does not yet have in-house expertise to carry out works related to building management systems, by subcontracting some of our building management system works to Synfocus Group, our Group can leverage Synfocus Group’s expertise and capability.
Business · p. 181
Our Directors confirm that the terms of the contracts between our Group and Synfocus Group during the Track Record Period were undertaken at arm’s length.
Business · p. 181
Subsequent to the Track Record Period, in June 2025 our Group acquired the entire share capital of Xuan Holding, and in turn held 21.25% of the issued shares of Synfocus Holdings.
During the Track Record Period, Authorized Suppliers mainly paid us supply chain management fee pursuant to our agreement in exchange for the right we grant to them to provide jewelry products to our franchisees.
Business · p. 245
Number of Authorized Suppliers who were also our suppliers | 61 | 57 | 39
Business · p. 246
Supplier H is also our Authorized Supplier, which is a private company established in 2019 in Shenzhen.
In 2022, 2023 and 2024, we sold to and purchased from 38, 74 and 78 business partners, respectively.
Business · p. 263
During the Track Record Period, we procured repair and maintenance services from Overlapping Business Partners who were primarily our customers.
Business · p. 264
In 2022, 2023 and 2024, our sales to Overlapping Business Partners who were primarily our suppliers amounted to RMB2.8 million, RMB0.9 million and RMB1.1 million, respectively, accounting for 0.8%, 0.2%, and 0.2% of our total revenue for the corresponding years, and our purchases from them amounted to RMB71.4 million, RMB13.6 million and RMB47.3 million, respectively, accounting for 14.5%, 2.8% and 7.7% of our total purchases during the corresponding years.
In each of 2021, 2022 and 2023, (i) our purchases of their services from this supplier-customer amounted to RMB40.2 million, RMB83.9 million and RMB120.7 million, respectively, accounting for 5.3%, 8.7% and 8.5% of our selling and distribution expenses in the same periods, respectively and (ii) our sales to this supplier-customer amounted to RMB63.0 million, RMB36.1 million and RMB25.4 million, respectively, accounting for 4.0%, 2.0% and 0.9% of our total revenue in the same periods, respectively.
Business · p. 258
Our sales and purchases with this supplier-customer were not inter-conditional with each other.
Business · p. 258
All of our sales to and purchases from this supplier-customer were conducted in the ordinary course of business under normal commercial terms and on an arm’s length basis.
Due to our business model on accepting gold trade-in as a settlement method, naturally some of our customers are also our gold trade-in parties.
Business · p. 269
The gross profit margin from overlapping franchisee customers and gold trade-in parties during the Track Record Period was 3.3%, 4.1%, 4.6% and 6.2% for the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024, respectively.
Business · p. 269
Our sales to and our gold trade-in from these major overlapping customer and major gold trade-in parties were (i) entered into after the due consideration taking into account the prevailing market gold price at the relevant times, (ii) conducted in the ordinary course of business under normal commercial terms and on an arm’s length basis, and (iii) our gold trade-in policy applies to all our customers to request for gold trade-in settlement to offset part of their purchase price.
During the Track Record Period, there was overlapping of our customers and suppliers, which was essentially the overlapping of distributors and CSOs.
Business · p. 363
Consequently, we terminated the promotion collaboration with it in October 2022 and deducted a deposit of RMB4.0 million in accordance with the promotion service agreement.
Business · p. 363
In addition, CSO C is a subsidiary of Company B, which was one of our five largest customers during the Track Record Period, holding an interest of approximately 39.3% in CSO C.
For FY2021/22, FY2022/23 and FY2023/24, we incurred approximately HK$18.3 million, HK$17.1 million, and HK$0.8 million, respectively, for the procurement of materials and other services from our customers, representing approximately 4.3%, 6.0% and 0.2% of our total cost of services for the corresponding years, respectively.
Business · p. 210
Based on the Industry Report, main contractors adopted the aforesaid arrangements mainly for the purpose of (i) improving cost effectiveness as main contractors could generally negotiate a more favourable pricing for placing bulk purchase orders with suppliers; and (ii) facilitating procurement efficiency by centralising the procurement of materials used for performing different types of construction works under the same construction project.
Business · p. 210
Our contra-charge arrangement under our Third Runways Project was for the purposes of (i) improving cost effectiveness as the main contractor could negotiate a more favourable pricing for fuel for placing bulk purchase orders; and (ii) expediting the work progress.
In the said project, we also leased our machinery to Chit Tat Electrical and earned rental income.
Business · p. 212
Separately, during the Track Record Period, Chit Tat Electrical subcontracted certain electrical engineering works projects (with total contract sum of approximately HK$4.8 million) to us and paid us subcontracting fees.
Business · p. 212
Ms. Tse confirmed that she is not involved in the operation of Accel Group.
Supplier A purchased kitchenware products from us for resale to the end-use customers through its online marketplace for the European market under the B2B sales model. We entered this sales arrangement in 2022 as a supplement to our DTC sales. Our revenue from sales through this arrangement was RMB2.4 million and RMB6.9 million in 2022 and 2023, respectively.
Business · p. 215
Our revenue from sales through this consignment arrangement was RMB6.0 million and RMB1.1 million in 2021 and 2022, respectively.
Business · p. 215
In contrast, under the B2B sales model, we supply products to online marketplaces at negotiated prices, shipping directly to their warehouses.
During each year of the Track Record Period, to the best knowledge and belief of our Directors, we provided services to one, one and two customers whose revenue contribution accounted for more than 1% of our total revenue in each year of the Track Record Period (the “Major Customers”) who were also our suppliers, respectively.
Business · p. 292
As confirmed by our Directors, (i) 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. 292
We made procurements from these Major Customers primarily because they had diverse and rich digital content and internet traffic.
During the Track Record Period, in managing our merchandise sales business, we sourced goods for resale from a large number of our customers to which we provided marketing service.
Business · p. 309
In 2021, 2022 and 2023, revenue from the provision of marketing service to these major suppliers contributed approximately 0.4%, 1.5% and 0.7% of our total revenue, respectively, and purchases from these major customers contributed approximately 2.2%, 3.0% and 0.3% of our total purchase, respectively.
Business · p. 310
Our Directors have confirmed that all of our revenue and purchases from the overlapping customers and suppliers were conducted in the ordinary course of business under normal commercial terms.
For FY2021, FY2022, FY2023 and 8MFY2024, we had a total of 16, 18, 19 and 14 Overlapping Customers & Suppliers, respectively, and our revenue generated from them amounted to RMB435.3 million, RMB1,004.3 million, RMB1,287.9 million and RMB638.6 million, respectively, representing approximately 20.9%, 26.1%, 27.3% and 28.0% of our total revenue, respectively.
Business · p. 248
For FY2021, FY2022, FY2023 and 8MFY2024, our purchases from them amounted to RMB699.3 million, RMB1,265.4 million, RMB2,807.8 million and RMB1,559.7 million, respectively, representing approximately 34.5%, 34.2%, 83.9% and 71.0% of our total purchases, respectively.
Business · p. 248
Our Directors confirmed that (i) the transactions with our Overlapping Customers & Suppliers were conducted on an arm’s length basis in the ordinary course of our business; (ii) negotiations of the terms of our sales to and purchases from our Overlapping Customers & Suppliers were conducted on an individual basis and the sales and purchases were neither interconnected nor inter-conditional with each other (save for Guizhou Tobacco Investment as mentioned above); and (iii) the terms of transactions, including pricing (save as described above in the OCS & Non-OCS Price Table) and other terms, with our Overlapping Customers & Suppliers were in all material respects comparable with those with our other customers and suppliers.
During the Track Record Period, some of our customers were also our suppliers for marketing services, rough tea leaves, tea wares and utensils and processing services.
Business · p. 234
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. 234
During each year/period of the Track Record Period, the purchase amount attributable to these overlapping customers and suppliers was RMB0.5 million, RMB2.7 million, nil and nil, accounting for approximately 0.2%, 0.7%, nil and nil of our total purchase amount in each period, respectively.