Hong Kong IPO disclosure precedents · 336 companies, 336 items
Counterparties ranked among the top five customers and/or suppliers acting in both roles during the track record, with transaction amounts, revenue/procurement percentages and margins disclosed.
The total revenue we generated from the overlapping customer and supplier amounted to nil, RMB1,400.8 million, RMB1,190.3 million and RMB1,257.6 million in 2023, 2024, 2025 and the three months ended March 31, 2026, respectively, and the purchases from the overlapping customer and supplier amounted to RMB347.0 million, RMB47.6 million, RMB61.9 million and RMB132.6 million in 2023, 2024, 2025 and the three months ended March 31, 2026, respectively.
Business · p. 185
Our Directors have confirmed that none of our sales to and purchases from our overlapping customer and supplier during the Track Record Period was inter-conditional, inter-related or otherwise considered as one transaction.
Business · p. 185
We negotiate the transactions with our overlapping customer and supplier on an arm's-length basis with reasonable and fair pricing terms which were generally in line with the terms and conditions with other comparable customers and suppliers.
During the Track Record Period, Customer B and Customer C were among our five largest customers and were also suppliers of our Group.
Business · p. 145
Revenue generated from Customer B and Customer C amounted to approximately RMB101.2 million, RMB139.2 million, RMB171.4 million and RMB57.2 million in 2023, 2024 and 2025 and the three months ended March 31, 2026, respectively, accounting for approximately 9.4%, 9.8%, 10.6% and 11.6% of our total revenue for the same periods, respectively.
Business · p. 145
Our Directors confirm that the above overlapping customer and supplier relationships were incidental in nature and did not indicate any reliance by us on such overlapping customers and suppliers.
According to Frost & Sullivan, it is common in the automated manufacturing equipment industry that a supplier of a market player may also be its customer or vice versa, due to their relatively broad range of business activities ranging from R&D, production, sales of products, as well as their participation in various stages of industrial manufacturing and engineering implementation, and the level of our Group’s overlapping of customers and suppliers is not anomalous compared with the industry norm.
Business · p. 153
Negotiations of the terms of our sales to and purchases from these overlapping customers and suppliers were conducted on an individual basis with their different respective group entities by responsible personnel from different departments of our Group, and the sales of products or provision of services to them and our purchases of products or procurement of labor services were neither inter-connected nor inter-conditional with each other.
Business · p. 153
Our Directors confirmed that there is no overlap in the products sold/purchased or services rendered/received for each of the overlapping customers and suppliers, and all of our sales to and purchases from these overlapping customers and suppliers were entered into after due consideration taking into account the prevailing purchase and selling prices at the relevant times, conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.
During the Track Record Period, we had major customers who were also our suppliers, or vice versa (the “customer-suppliers”), respectively.
Summary · p. 5
Negotiations of the terms of our sales to and purchases from the customers-suppliers were conducted on a transaction-by-transaction basis, and we have established solid business relationships with them.
Business · p. 162
Our Directors confirmed that all of our sales to and purchases from these customers-suppliers were entered into after due consideration taking into account the prevailing purchase and selling prices at the relevant times, conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.
One of our top five customers in 2023, a leading internet group in China, was also one of our top five suppliers in 2023, 2024, 2025 and the three months ended March 31, 2026.
Business · p. 155
Our Directors confirmed that negotiations of the terms of our sales to and purchases from the customer and the supplier mentioned above as both of our customers and suppliers were conducted on an individual basis and as a result, the sales and purchases were neither connected with nor conditional upon each other.
Business · p. 157
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 and on an arm’s length basis.
During the Track Record Period, we had the following major overlapping customers and suppliers:
Business · p. 157
In 2023, 2024, 2025 and the three months ended March 31, 2026, Customer A/Supplier C contributed to (i) RMB236.8 million, RMB253.8 million, RMB264.2 million and RMB45.4 million of our revenue, respectively, representing 23.0%, 22.5%, 20.0% and 13.5% of our revenue for the same periods; and (ii) RMB32.5 million, RMB46.1 million, RMB39.6 million and RMB6.2 million of our total purchase amounts, respectively, representing 4.2%, 5.7%, 3.9% and 2.2% of our total purchase amounts for the same periods.
Business · p. 157
During the Track Record Period, our negotiations of the terms in the sales and purchase agreements in connection with the overlapping customers and suppliers were conducted in the ordinary course of business and on a case-by-case basis, and were not inter-conditional with each other.
Two, two, two and one of our five largest suppliers in 2023, 2024, 2025 and the three months ended March 31, 2026 were also our customers in the same years, respectively.
Business · p. 151
Three, four, four and three of our five largest customers in 2023, 2024, 2025 and the three months ended March 31, 2026 were also our suppliers in the corresponding years.
Business · p. 151
As a result of our business model, there was an overlap between our customers and suppliers during the Track Record Period.
Customer A, one of our five largest customers in 2023, 2024 and 2025 and for the four months ended April 30, 2026, was also one of our suppliers in 2023, 2024 and 2025.
Business · p. 169
Supplier B, one of our five largest suppliers in 2023 and 2024, was also one of our customers in 2023, 2024 and 2025 and for the four months ended April 30, 2026.
Business · p. 169
The overlap between customers and suppliers during the Track Record Period was due to actual business needs.
During the Track Record Period, certain of our five largest customers in each year of the Track Record Period also acted as our suppliers, or vice versa, including:
Business · p. 165
OFILM was one of our five largest customers and also one of our suppliers in 2023, 2024 and 2025, and the four months ended April 30, 2026.
Business · p. 165
Our purchases from and sales to such overlapping customers and suppliers were separate processes and took place at different stages of the industry value chain, and were conducted in the ordinary course of business and on commercial terms negotiated on an arm's length basis.
Our five largest customers in each period during the Track Record Period consisted of a total of 11 customers, four of which (Customer B, Customer E, Customer H and Customer I) and/or their affiliates were also our suppliers.
Business · p. 173
The reasons for such overlap between our suppliers and customers are as follows: (i) we purchased a small number of smartphones from our customers in the smartphone field for testing purposes; (ii) in our business dealings with certain trading companies, we both purchased raw materials from them and sold memory products to them; (iii) we engaged in separate procurement or sales transactions with subsidiaries of large conglomerates that are involved in different businesses; and (iv) we purchase a small quantity of storage products with certain specifications that we do not have, from our customers primarily engaged in the production of memory products.
Business · p. 176
The terms and conditions of the sales agreements and procurement agreements with the above customers and suppliers were negotiated on an arm’s length basis and generally in line with the terms and conditions with other comparable customers and suppliers.
Customer F, one of our five largest customers in 2023 and 2024, was also our supplier in the same years, respectively.
Business · p. 175
Our revenue from Customer F amounted to RMB144.0 million and RMB170.7 million in 2023 and 2024, respectively, accounting for 2.5% and 2.3% of our total revenue in the respective years.
Business · p. 175
In addition, from a business perspective, the transactions that we entered into with the overlapping supplier-customers were on an arm’s-length, mutually independent basis under normal commercial terms.
During the Track Record Period, Supplier J, which was one of our top five suppliers in 2023, also became our customer in 2025.
Business · p. 169
In addition, Supplier M, which was one of our top five suppliers in 2024 and 2025, also became our customer as intermediary in 2025.
Business · p. 169
As some of our customers are intermediaries engaged by end clients, and such intermediaries may themselves be engaged in hardware or related data services, it is not unusual for our suppliers to also act as our customers under such circumstances according to the CIC Report.
During the Track Record Period, our largest customer, Customer A, was also our supplier.
Business · p. 140
Hanmi Group, being our largest supplier during the Track Record Period, was also our customer.
Business · p. 141
According to Frost & Sullivan, it is common in the pharmaceutical industry in China for suppliers and customers to overlap, given their broad and diverse range of business activities.
During the Track Record Period, Changan Automobile was one of our five largest suppliers and was also our customer for our NEPVs and auto parts.
Business · p. 161
Negotiations of the terms of our sales to and purchases from Changan Automobile and Supplier F were conducted on an individual basis and the sales and purchases were neither inter-connected nor inter-conditional with each other.
During the Track Record Period, to the best knowledge and belief of our Directors, two of our major business partners served as both customers and suppliers to us.
Business · p. 157
Customer I, which is also Supplier J, is our second largest customer and our fifth largest supplier in 2025.
Business · p. 157
Supplier I is our fourth largest supplier in 2025 and is also our customer.
During the Track Record Period, we purchased steam direct-buried pipes and direct-buried partition type fixed joints from Customer Group G which were used in an EPC contract for a centralised heating project with Customer Group G.
Business · p. 139
For the years ended 31 December 2023, 2024 and 2025, our purchase from Customer Group G was nil, RMB0.2 million and nil, respectively; and the revenue derived from Customer Group G was RMB11.2 million, RMB21.5 million and RMB4.8 million for the same respective year.
Business · p. 140
Negotiations of the terms of our sales to and purchases from these overlapping customers and suppliers were conducted on an individual basisand the sales and purchases were neither inter-connected nor inter-conditional with each other.
Among our top five customers in each year during the Track Record Period, Customer G was also our supplier, supplying milling cutters to us in 2023, 2024 and 2025.
Business · p. 162
In 2023, 2024 and 2025, our revenue from top five customers who were also our suppliers was RMB61.6 million, RMB71.2 million and RMB80.8 million, respectively, representing 4.8%, 4.6% and 3.9% of our total revenue in the same years.
Business · p. 162
Among our top five suppliers in each year during the Track Record Period, Supplier B was also our customer.
Five, five and five of our five largest customers in each 2023, 2024 and 2025 were also our suppliers during the same year, generating revenue of RMB191.2 billion, RMB211.0 billion and RMB216.2 billion in 2023, 2024 and 2025, which represented 82.4%, 78.5% and 65.0% of our total revenue, respectively.
Business · p. 151
Other than transactions conducted under the buy-and-sell model, our sales to the overlapping customers and suppliers are neither related to nor conditional upon our purchases from them.
Business · p. 151
Our purchases from and sales to such Overlapping Customers and Suppliers were separate processes and took place at different stages of the industry value chain, and were conducted in the ordinary course of business and on commercial terms negotiated on an arm’s length basis.
For the years ended December 31, 2023, 2024 and 2025, our purchase of electricity from Customer L/Supplier A was RMB1,060.7 million, RMB1,355.7 million and RMB1,285.4 million, respectively; and revenue from selling electricity back to Customer L/Supplier A was nil, RMB66.5 million and RMB534.0 million for the same respective year.
Business · p. 148
For the years ended December 31, 2023, 2024 and 2025, total revenue generated from the LPG Partners was RMB38.5 million, RMB152.2 million and RMB36.4 million, respectively; and total purchases from them was RMB54.8 million, RMB3,466.4 million and RMB5,456.8 million for the same respective year.
Business · p. 148
For the years ended December 31, 2023, 2024 and 2025, total revenue from the Business Groups was RMB1,103.0 million, RMB1,545.4 million and RMB2,015.8 million, respectively; and total purchase amounts from them were RMB964.0 million, RMB601.7 million and RMB294.7 million for the same respective year.
For the years ended 31 December 2023, 2024 and 2025, generating revenue from the Overlapping Customer and Supplier amounted to RMB4.3 million, RMB4.1 million and RMB6.4 million, which represented 3.2%, 3.1%, and 4.5% of our total revenue, respectively.
Business · p. 167
To meet this complementary demand, we offered these cast iron covers alongside our main composite products by purchasing cast iron covers from such Overlapping Customer and Supplier, resulting in the same entity appearing as both a supplier and a customer.
Business · p. 167
Our Directors confirmed that all such transactions with the Overlapping Customer and Supplier during the Track Record were conducted in the ordinary course of business under normal commercial terms and on arm's length basis.