In 2022, 2023 and 2024 and the six months ended June 30, 2025, two, three, three and four customers among our five largest customers in each year during the Track Record Period were also our suppliers in the corresponding year, and our procurement from them amounted to 0.2%, 0.2%, 2.6% and 14.9% of our total procurement amounts in the corresponding year, respectively.
Business · p. 219
In 2022, 2023 and 2024 and the six months ended June 30, 2025, three, two, four and five suppliers among our five largest suppliers in each year during the Track Record Period were also our customers in the corresponding year, and our sales to them amounted to 1.3%, 8.1%, 11.0% and 13.7% of our total revenue in the corresponding year, respectively.
Business · p. 220
The Company does not expect the magnitude of such overlap to increase.
In 2022, 2023 and 2024 and the four months ended April 30, 2025, our revenue generated from sales of baby and feminine hygiene products to the Remaining Sunda Group amounted to US$3.4 million, US$78,000, US$16,000 and US$8,000, respectively, and our purchases of primarily raw materials, spare parts, and utilities and various services from the Remaining Sunda Group amounted to US$24.6 million, US$26.7 million, US$17.9 million and US$5.7 million, respectively.
Business · p. 230
Pursuant to the Reorganization, we adjusted the selling prices in respect of our sales to the Remaining Sunda Group to a level comparable to our sales to independent third-party customers, and our sales to the Remaining Sunda Group in 2023 recorded a gross profit margin of 29.5%, which was comparable to the gross profit margin of our products of the same SKUs sold to independent third-party customers in the same year, being 31.8%.
Business · p. 230
Our Directors have confirmed that our sales to and purchases from the Remaining Sunda Group during the Track Record Period were not inter-conditional, inter-related or otherwise considered as one transaction, and were conducted in the ordinary course of business and under normal commercial terms.
Our sales to and purchases from our overlapping customers and suppliers were not related to or inter-conditional upon each other.
Business · p. 339
Our Directors confirmed that 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.
The total revenue we generated from the overlapping customers and suppliers amounted to nil, US$3.9 million, US$7.0 million and nil in 2022, 2023, 2024 and for the six months ended June 30, 2025, respectively, and the purchases from the overlapping customers and suppliers amounted to nil, US$4.0 million, US$4.9 million and nil in the corresponding years/period, respectively.
Summary · p. 15
During the Track Record Period, we had two major overlapping customers and suppliers, namely Customer C (Supplier H) and Customer H (Supplier J).
Business · p. 386
The procurement and sales transactions are of different nature and were conducted independently based on our business and development needs.
During the Track Record Period, Supplier A, Supplier C, and Supplier H were also our customers.
Business · p. 233
Revenue generated from each of Supplier A, Supplier C and Supplier H in each year during the Track Record Period accounted for 1% or less of our total revenue in the respective year.
Business · p. 234
Our sales to and purchases from the above supplier-customers are not inter-conditional upon each other, and are conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.
During the Track Record Period, Tencent, a substantial shareholder of our Company, was both one of our top five customers (Customer A) and our top five suppliers (Supplier C).
Business · p. 318
We mainly provided marketing intelligence services and industry solutions to this overlapping customer-supplier, and we received technology services from this customer-supplier during the Track Record Period.
Business · p. 318
Accordingly to F&S, it is an industry norm to have overlapping customer-supplier relationship in the data intelligence application software industry.
For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30 2025, revenue generated from our largest customer amounted to RMB95.0 million, RMB154.8 million, RMB167.4 million and RMB83.0 million, accounting for 5.2%, 7.3%, 7.8% and 7.8%, respectively, of our total revenue, respectively, for the same periods.
Summary · p. 12
To the best knowledge and belief of our Directors, (i) one of our five largest customers in each period during the Track Record Period, Customer A, was also our supplier on a group basis during the same period; and (ii) none of our five largest suppliers in each period during the Track Record Period was our customer during the same period.
Business · p. 312
To the best knowledge and belief of our Directors, (i) negotiations of the terms of our sales to and purchases from Customer A and its subsidiaries were conducted on an individual basis and the sales and purchases were neither inter-connected with nor inter-conditional upon each other;
Customer E, one of our five largest customers in 2022, was also a supplier during the Track Record Period.
Business · p. 269
Supplier Q, one of our five largest suppliers in the six months ended June 30, 2025, was also a customer during the Track Record Period.
Business · p. 269
All of our sales to and purchases from Customer E, Customer K, Customer L and Supplier Q were conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.
During the Track Record Period, Sany International was both one of our top customers and five largest suppliers in each period.
Business · p. 275
In 2022, 2023, 2024 and the four months ended April 30, 2025, we primarily purchased steel plates, steel pipes, structural steel and hydraulic pumps, among others from Sany Group Co., Ltd. with the purchase amount of RMB1,880.6 million, RMB1,154.1 million, RMB1,748.0 million and RMB823.7 million, respectively, representing 4.1%, 3.3%, 4.5% and 5.3% of our total purchase amount in the same periods.
Business · p. 275
Negotiations of the terms of sales to the companies mentioned above and purchases from them were conducted separately, and the sales and purchases were neither connected nor conditional upon each other.
In 2022, 2023, and 2024, and the six months ended June 30, 2025, we had three, one, one, and one of our five largest customers during the Track Record Period that were also our suppliers, generating a revenue of RMB1,753.4 million, RMB1,114.7 million, RMB1,525.8 million, and RMB848.9 million, which represented 46.3%, 36.1%, 41.8%, and 41.7% of our total revenue, respectively.
Business · p. 256
For the same periods, the purchases from such overlapping customers/suppliers amounted to RMB416.4 million, RMB130.3 million, RMB235.4 million, and RMB168.5 million, which represented 12.6%, 6.5%, 8.4%, and 9.9% of our total purchases, respectively.
Business · p. 256
Our Directors affirm that the prices of transactions with overlapping customers/suppliers are comparable to those of similar transactions conducted with other customers/suppliers of our Group.
During the Track Record Period, some of our top five customers were also our suppliers, and certain of our top five suppliers were also our customers, details of which are explained below.
Business · p. 231
Our sales to Customer B during the Track Record Period were neither conditional upon nor related to our purchases from them in the same periods.
Business · p. 231
Our purchases from Supplier A during the Track Record Period were neither conditional upon nor related to our sales to them in the same periods.
In 2022, 2023, 2024 and the five months ended May 31, 2025, to the best knowledge and belief of our Directors, one, nil, nil and nil of our top five customers were also our suppliers in the respective years/period.
Business · p. 318
In 2022, 2023, 2024 and the five months ended May 31, 2025, to the best knowledge and belief of our Directors, one, nil, two and two of our top five suppliers were also our customers.
Business · p. 318
Our Directors confirmed that negotiations of the terms of our purchases from and sales to these distributors and partners as both of our suppliers and customers were conducted separately and as a result, the purchases and sales were neither connected with nor conditional upon each other.
The revenue generated from the overlapping customers and suppliers were RMB9.3 million, RMB6.9 million, RMB5.0 million and RMB2.0 million in 2022, 2023, 2024 and the first five months of 2025, respectively, accounting for 5.7%, 4.7%, 2.0% and 2.3% of our total revenue for the same periods, respectively.
Business · p. 302
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. 301
Our Directors confirm 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 and on arm’s length basis.
During the Track Record Period, to the best knowledge of our Directors, one of our top five customers in 2022, 2023, 2024 and for the three months ended March 31, 2025 was also our supplier who provided us with EV cables and accessories compatible with their customized products, and six of our top five suppliers in 2022, 2023, 2024 and for the three months ended March 31, 2025 were also our customers who purchased smart home EV chargers and accessories from us for their after-sales purposes.
Business · p. 301
Negotiations of the terms of our sales to and purchases from the overlapping customers and suppliers were conducted on a transaction-by-transaction basis.
Business · p. 304
Our Directors confirmed that 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.
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.
Supplier A was one of our five largest suppliers for each of FY2023/24 and FY2024/25.
Business · p. 183
During the Track Record Period, we mainly purchased air-cooled chillers from Supplier A for our projects, and also provided minor ancillary works for Supplier A, including installation of power supply and control circuits and minor alteration and addition works and recognised insignificant amount of revenue for FY2024/25.
During the Track Record Period, we provided ancillary E&M engineering works, mainly including minor alteration and addition works, replacement of water pipes and removal of obstructions, to C-Bon Consultant and recognised insignificant amount of revenue, and at the same time we subcontracted certain works, mainly including consultancy service for minor alteration and addition works and structural justification, to C-Bon Consultant and incurred insignificant amount of subcontracting fees.
Business · p. 183
C-Bon Consultant is a company incorporated with limited liability in Hong Kong in July 2022, principally engaging in the provision of superstructure, alternation and addition works and minor works. C-Bon Consultant and its shareholder are independent third parties.
In 2022 and 2023, our sales to Customer E amounted to RMB86.9 million and RMB102.2 million, accounting for 7.1% and 6.8% of our total revenue, respectively, and our purchases from Customer E amounted to RMB14.8 million and RMB26.3 million, accounting for 1.5% and 2.7% of our total purchases, respectively.
Business · p. 287
Customer I, being our fourth-largest customer for the year ended December 31, 2024, was also our supplier in 2024.
Business · p. 287
Negotiations of the terms of our sales to and purchases from the overlapping customer and supplier were conducted on a project-by-project basis and purchases were neither interconnected nor inter-conditional with each other.
In practice, distinctive subsidiaries of the Zijin Mining Group (in their capacity as distinctive business units) acted as the centralized sales and procurement entities for the entire Zijin Mining Group (as a whole and including our Group), and therefore, the Zijin Mining Group was accounted for both our Group’s customers and suppliers for such reasons.
Business · p. 355
During the Track Record Period, Zijin Mining was our largest customer and primary supplier. As of June 30, 2025, the Group’s net amount due to Zijin Mining is US$643.4 million.
We purchased watch movements from Shanghai Lao Feng Xiang Watch, which amounted to approximately RMB35,000 in aggregate, representing 0.02% of our total purchases for 5M2025.
Business · p. 332
For FY2022, FY2023 and FY2024, the outsourcing fees we paid to this customer amounted to RMB0.34 million, RMB0.31 million and RMB0.07 million, respectively, representing 0.14%, 0.07% and 0.02% of our total purchases for the respective periods.
Business · p. 332
Our Directors confirm that our sales to and our purchases from the above overlapping customer-suppliers were (i) entered into after the due consideration taking into account the prevailing purchase and selling prices 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) at prices that are no less favourable than from other Independent Third Parties who are not customer-supplier.