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.
Summary · p. 7
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: (i) certain major customers, to which we sold healthcare products, also sold us pharmaceuticals, medical consumables and other products, with SKUs varying between our sales to and procurements from such counterparties as determined according to their specific needs and ours;
Business · p. 176
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, certain of our major customers were also our suppliers in the respective years.
Business · p. 163
During the Track Record Period, we procured catering products and services for employee welfare purposes from Customer C, which was our major customer in 2023, 2024 and 2025, and the total purchase amount was RMB19,580, RMB60,890 and RMB16,465, respectively, accounting for 0.0%, 0.0% and 0.0% of our total purchase amount in the same year, respectively.
Business · p. 163
According to CIC, the overlapping of our customers and suppliers is common in flexible employment industry, particularly where platform operators serve enterprise customers across consumer service sectors and, in the ordinary course of business, procure certain products or services from such customers based on their operational needs.
These overlaps relate to two CSO products both sold and promoted by us sourced from the two entities above.
Business · p. 182
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 on an arm’s length basis.
Business · p. 183
The sales and purchases were neither interconnected nor inter-conditional with each other and the terms of such transactions are in all material respects comparable with those with other customers and suppliers.
During the Track Record Period, certain of our major suppliers also acted as our customer and vice versa, resulting in an overlap between our customer and supplier relationships in certain cases.
Summary · p. 5
Our purchases of CSO service from Customer A amounted to RMB3.9 million in 2025, representing 0.8% of our total purchases for the same year.
Business · p. 171
Our purchases of factoring service and CSO service from Customer B amounted to RMB3.3 million, RMB1.0 million and RMB6.7 million in 2023, 2024 and 2025, respectively, representing 0.5%, 0.1% and 1.3% of our total purchases for the same years.
Customer C, one of our five largest customers in 2023, 2024 and 2025, was ultimately under common control with Supplier Group G, one of our five largest suppliers in 2023.
Business · p. 149
According to Frost & Sullivan, customer and supplier overlap is common among participants in the smart device supply chain, particularly where different affiliates or business divisions within the same group engage in different transactions depending on product requirements, project arrangements and supply chain coordination needs.
Business · p. 149
Negotiations of the terms of our sales to and purchases from these customers and suppliers were conducted on an individual basis, and the sales and purchases were neither inter-connected nor inter-conditioned with each other.
One of our five largest customers in 2023, 2024 and 2025, Customer Group A was also our supplier during the Track Record Period.
Business · p. 163
We only purchased from Customer Group A in 2023 and 2025 during the Track Record Period, with a total purchase amount of RMB0.4 million and RMB2.2 million, representing 0.6% and 1.7% of our total purchase in 2023 and 2025 respectively.
Business · p. 163
We only purchased from Customer Group C in 2023 during the Track Record Period, with a total purchase amount of RMB1.3 million, representing 1.8% of our total purchase in that year.
all of our distribution partners were independent third parties, save that (i) in China, two subsidiaries of Shandong Heavy Industry Group had began sourcing relevant products from us in June 2025 and August 2025, respectively; the revenue generated therefrom was insignificant in 2025, and (ii) for overseas sales, four subsidiaries of Weichai Power Group had been sourcing relevant products and components from us for resale overseas, and the revenue generated therefrom accounted for less than 1.6% of our total revenue for each period during the Track Record Period
Business · p. 142
the pricing of our transactions with such distribution partner is determined through arm’s-length negotiations with the aforementioned entities, with reference to the prices offered to other independent third parties in the ordinary course of business.
Business · p. 142
During the Track Record Period and up to the Latest Practicable Date, all of our direct sales customers were independent third parties, save for Weichai Power Group and Shandong Heavy Industry Group.
To the best knowledge and belief of our Directors, during the Track Record Period, there were three entities, which were among our five largest customers and also our suppliers, or among our five largest suppliers and also our customers.
Business · p. 173
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. 174
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 an arm’s length basis.
During the Track Record Period, certain of our major customers were also our suppliers.
Business · p. 155
In 2023, 2024 and 2025, our purchases from Customer F accounted for 0.53%, 0.95%, 0.02% of our total purchase amount, respectively.
Business · p. 155
Negotiations of the terms of our sales to and purchases from such overlapping customers/suppliers 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, 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
In 2023, 2024, and 2025, our total purchases from this group amounted to RMB551.7 million, RMB157.1 million, and RMB178.7 million, respectively, accounting for 24.7%, 8.0%, and 3.5% of our total purchase amount for these respective years.
Business · p. 175
According to Frost & Sullivan, such overlapping arrangements are common across the industries we are focused on, where supply chain integration and technology and service exchanges are prevalent practices.
Business · p. 175
Negotiations of the terms of our sales to and purchases from these overlapping customers and suppliers were conducted on a transaction-by-transaction basis.
In 2023, 2024 and 2025, Customer A/Supplier C contributed 48.3%, 13.5% and 7.3% of our total revenue, respectively, and 9.3%, 6.4% and 1.5% of our total purchase, respectively.
Business · p. 157
All sales to and purchases from Customer A/Supplier C were conducted in the ordinary course of business, carried out on commercial terms that were negotiated at arm’s length, and were not inter-conditional or otherwise linked.
Business · p. 157
This overlap occurred primarily because such customer/supplier is a manufacturer of electronic, electrical, and fiber optic connectivity systems that both supplies certain optical components to us and purchases optoelectronic interconnect products from us for its own system integration projects.
During the Track Record Period, among our top five customers and suppliers, we had 4 overlapping customers and suppliers.
Business · p. 206
Our Directors confirmed that negotiations of the terms of our sales to and purchases from the overlapping customer-suppliers were conducted independently, and these sales and purchases were independent from one another.
Business · p. 207
As long as the transactions are priced fairly, the business operations are independent, and there is no transfer of benefits, this kind of overlapping is deemed reasonable and in compliance with industry standards.
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, one of our five largest customers in 2024 also served as a clinical trial center for certain of our LBP drug candidates and is therefore also one of our suppliers ("Overlapping Customer and Supplier").
Business · p. 199
Our revenue generated from such Overlapping Customer and Supplier amounted to RMB24,717.0 and RMB17,358.5 in 2024 and 2025, respectively, representing 3.4% and 0.7% of our total revenue in the respective years.
Business · p. 199
In 2025, we recorded a gross loss of RMB41,003.3 attributable to our transactions with such Overlapping Customer and Supplier, representing a gross loss margin of 236.2%.
For each of FY2023, FY2024 and FY2025, China Mobile Group procured decision intelligence solutions from our Group and contributed RMB16.4 million, RMB14.5 million and RMB31.6 million, representing 5.8%, 5.2% and 8.3% of our total revenue, respectively.
Business · p. 139
During the Track Record Period, we also procured telecommunications data from China Mobile Group.
Business · p. 139
According to the Industry Report, telecommunications data is only assessed and controlled by a limited number of authorized suppliers in the PRC.
In 2023, 2024 and 2025, five, four and five of our five largest customers for each year of the Track Record Period were also our suppliers, generating revenue of RMB17.8 billion, RMB21.3 billion and RMB29.6 billion, which represented 52.0%, 48.2% and 57.5% of our total revenue, respectively.
Business · p. 171
This arrangement is commonly referred to in the industry as the “buy-and-sell” model and is consistent with the industry norm, according to Frost & Sullivan.
Business · p. 171
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.
In 2025, our revenue generated from Customer J accounted for 5.9% of our total revenue of the same year, and our procurement from Customer J accounted for 3.2% of our total purchases of the same year.
Business · p. 188
Our Directors are of the view that all of our sales to and purchases from Customer J were conducted in the ordinary course of business under normal commercial terms and in arm’s length transactions, which is concurred by the Sole Sponsor.
During the Track Record Period and as of the Latest Practicable Date, except for MCG and ANTAM, none of our customers were also our suppliers.
Business · p. 215
During the Track Record Period, our transactions with MCG primarily involved (i) our rental of heavy equipment to MCG in the amounts of US$1.4 million and US$0.1 million, representing 97.5% and 100% of our total sales in 2023 and 2025, respectively, and (ii) our purchasing management consulting services, share service, construction service, technical consulting services and renting equipment from MCG in the amounts of US$12.0 million, US$10.4 million and US$24.5 million, representing 14%, 8% and 15% of our total procurement in 2023, 2024 and 2025.
Business · p. 215
Both refining costs charged and sale prices paid by ANTAM are determined on an arms-length basis.