Our purchase amount from the supplier was RMB86.9 million for the year ended December 31, 2023 and RMB9.1 million for the year ended December 31, 2024, and the supplier was not one of our five largest suppliers for our cross-border social e-commerce business for the respective periods.
Business · p. 227
As of the Latest Practicable Date, this supplier was majority-owned by Mr. Liu Yupeng (劉玉鵬), who held positions as a director, manager and, through entities controlled by him, a minority shareholder in one of our subsidiaries.
Business · p. 227
The pricing terms between the supplier and us are determined through arm's length negotiations and are comparable to the arrangement with other digital marketing service suppliers.
To the best knowledge and belief of our Directors, save for (i) Jinjiang Libaida which was owned as to 51% by Mr. Zeng Guodong, our executive Director, prior to our acquisition in October 2023; and (ii) Lantu Group which was our former group of subsidiaries prior to our disposal in September 2023, none of our Directors or Shareholders who own more than 5% of the issued share capital of our Company immediately following completion of the Capitalisation Issue and the Global Offering, nor any of their respective associates, had any interest in any of the five largest customers of our Group for each year or period during the Track Record Period.
Business · p. 184
Jinjiang Libaida was our customer prior to our acquisition in October 2023.
Business · p. 184
Lantu Group was formerly a group of our subsidiaries prior to the Reorganisation, and became our customer upon disposal in September 2023.
Supplier I, Zhejiang Mingxing Packaging, is headquartered in Taizhou and engages in the sale of packaging materials. For details of our transactions with Zhejiang Mingxing Packaging, see “Connected Transactions.”
Business · p. 203
To the best of our knowledge, except for Supplier I, our five largest suppliers in each year of the Track Record Period were all independent third parties.
(a) except for Customer B which is a holding company of a substantial shareholder of Zhejiang Fly (a subsidiary of our Company) and is therefore a connected person of our Company (our transactions with Customer B constituted connected transactions), all of our top five customers were Independent Third Parties;
Business · p. 258
In view of the established business relationship, Customer B awarded us another contract for building an ICV data platform and the relevant platform operation and maintenance services in 2021.
Customer B was the ultimate majority shareholder of Foshan Kemo Trading Co., Ltd* (佛山柯莫貿易有限公司) (“Foshan Kemo”), which was also a supplier providing procurement services to our Group during the Track Record Period.
Business · p. 221
Consequently, Mr. Zhang disposed of his interest in COMOK LIMITED in October 2023, following which Foshan Kemo ceased to be a supplier to us.
Business · p. 222
During the period from March 2020 to October 2023, Foshan Kemo was held as to 100% by a Hong Kong incorporated intermediary company, COMOK LIMITED, which was in turn held as to 60% by Customer B, 20% by Mr. Zhang and 20% by a third party independent of our Group.
To the best of knowledge of our Directors, except for Sichuan Huiyu Pharmaceutical Co., Ltd., all of our five largest suppliers in each year/period during the Track Record Period are Independent Third Parties.
Business · p. 381
Our Directors confirm that all related party transactions set out above (i) were conducted on normal commercial terms and/or on terms not less favorable than terms available from Independent Third Parties, which are considered fair, reasonable and in the interest of our Shareholders as a whole; and (ii) do not distort our Track Record Period results or make our historical results not reflective of future performance.
As at the Latest Practicable Date, Haier Group held 0.0124% equity interest in Supplier C.
Business · p. 244
Save for Haier Group and the equity interest of Haier Group in Supplier C, none of the top five suppliers and the other strategic channel partners have any past or present relationships with our Company and subsidiaries, their shareholders, directors, supervisors or senior management, or any of their respective associates.
Business · p. 245
Save as disclosed above, none of our Directors, Supervisors, their respective close associates or any Shareholders (which to the best knowledge of our Directors owns more than 5% of the issued share capital of our Company) had any interest in any of our five largest suppliers during the Track Record Period.
Baiwang Jinfu, a joint venture of Watertek, was one of our top five suppliers in 2021 and 2022, and our purchases from Baiwang Jinfu were RMB11.3 million, RMB17.2 million and RMB6.2 million, respectively, accounting for 6.5%, 6.5% and 1.9% of our total purchases in the same periods, respectively.
Business · p. 257
We procured IT services from Alibaba Cloud Computing Ltd., a fellow subsidiary of our substantial Shareholder, and our purchases from Alibaba Cloud Computing Ltd. were RMB8.4 million, RMB10.8 million and RMB18.4 million in 2021, 2022 and 2023, respectively.
Business · p. 257
Our purchases from Baiwang Jinfu decreased in 2023, because we established our local service force and reduced reliance on Baiwang Jinfu’s services.
During the Track Record Period, except for Hubei Tuopu, a minority shareholder of Cougar Holdings and a related party of our Group with a sales revenue of RMB24.3 million, RMB4.7 million and RMB7.6 million for the years ended December 31, 2021, 2022 and 2023, respectively, all of our distributors were Independent Third Parties, and none were controlled by our current employees.
Business · p. 163
Except for Hebei Kangshi, a joint venture of our Group, none of our Directors or their respective associates or any Shareholder, who to the knowledge of our Directors, owns more than 5% of the issued Shares immediately after completion of the Global Offering, had any interest in any of our five largest suppliers during the Track Record Period.
To the best of our knowledge, all of our five largest suppliers in each year during the Track Record Period were Independent Third Parties, except for Nanjing Bode Biological Pharmaceutical Co., Ltd. (南京博德生物製藥有限公司) (“Nanjing Bode”) which was a related party to us during the Track Record Period but has become an Independent Third Party since July 2023.
Business · p. 394
During the Track Record Period, we leased premises and purchased equipment from Nanjing Bode, which was on an arm’s length basis and in the ordinary course of our business operation.
Business · p. 394
We believe that there is no concentration risk relating to our transactions with Nanjing Bode as (i) there are plenty of alternative locations with valid titles for us to choose from and we do not foresee difficulties or administration burden to relocate if needed; and (ii) the purchase of machinery and equipment was non-recurring in nature.
Our historical transaction amounts with such distributors in aggregate for 2020, 2021, 2022 and the six months ended June 30, 2023 were RMB3.5 million, RMB3.6 million, RMB1.1 million and RMB0.6 million, respectively, representing approximately 0.86%, 0.64%, 0.24% and 0.24% of the total revenue of our Group during the corresponding periods, respectively.
Business · p. 196
To the best knowledge of our Directors after making reasonable enquiries, one present employee of us had ever held indirect minority interest in one of our distributors during the Track Record Period and two former employees of us each wholly own one of our distributors.
Business · p. 196
Our Directors consider that the present or former employment relationships between the distributors’ shareholders and our Group have no significant impact on our transactions with such distributors, because (1) each of such distributors has been reviewed and selected based on our internal criteria impartially and the relevant employees have been screened off the selection procedures, and (2) each of such distributors has entered into the standard distributorship agreements with our Group and is subject to all of our Group’s internal rules and policies in connection with the distributorship without preferential treatment.
Yugang Coking is an associate of a substantial shareholder of Jinning Energy and therefore a connected person of the Company.
Business · p. 192
Save for the Jinma Group in this prospectus, as at the Latest Practicable Date, to the best knowledge and belief of our Directors after making reasonable enquiries, our five largest customers and their ultimate beneficial owners are Independent Third Parties.
Business · p. 219
Save for the Jinma Group and the Yugang Coking Group, as at the Latest Practicable Date, none of the Directors or their respective associates, or any Shareholders of our Company, who, to the best of the Directors’ knowledge, owns 5% or more of our issued shares, has any interest in any of our five largest suppliers in each year/period during the Track Record Period.
Zhongshi Hongyun, one of our five largest suppliers in 2020, 2021 and 2022, and one of its related parties, Guangyao Tianrun, were indirectly controlled by LIU Zhen, our non-executive Director, during the Track Record Period.
Business · p. 196
Save for Beijing Zhongshi Hongyun Advertising Co., Ltd. (“Zhongshi Hongyun”) as disclosed below, to the best of our knowledge after reasonable inquiry, none of our Directors, their respective associates or Shareholders who owned five percent or more of the total issued share capital of our Company had any interest in any of our Group’s five largest suppliers in each year/period during the Track Record Period, and all of our five largest suppliers in each year/period during the Track Record Period were Independent Third Parties.
Tequ Husbandry is a PRC company, which was owned as to 94.6% by Sichuan Tequ, a connected person of our Company, as at the Latest Practicable Date.
Business · p. 273
We procured feed from these supplier-customers and sold (i) feed ingredients to Suppliers A, B and D for their feed production, (ii) breeding pigs and piglets to Customer H for their farm operation and (iii) market hogs to Tequ Husbandry for their internal consumption.
As of the Latest Practicable Date, Foshan Feichi was owned as to approximately (i) 8.33% by Yunfu Industrial Park, one of our substantial Shareholders that had a common director with Foshan Feichi, (ii) 32.33% by Hongyun High-Tech, which was in turn wholly owned by Foshan Automobile Transportation, (iii) 8.33% by Zhuhai Zhuoneng, (iv) 8.33% by Shenghui Energy, and (v) 42.67% by Meijin Energy Holding, respectively.
Business · p. 281
In addition, except with respect to Guohong Refire, none of the five largest customers in each year/period during the Track Record Period was our related party.
Business · p. 281
Save as disclosed above, none of our Directors or their respective close associates or any Shareholder (whom to the knowledge of our Directors owns more than 5% of the issued Shares) had any interest in any of our five largest customers as of the Latest Practicable Date.
Supplier Group B, one of our five largest suppliers during the Track Record Period, comprises Phylion Battery Co., Ltd. (星恒電源股份有限公司) which is owned as to 0.5% by Ms. Ni Boyuan, the daughter of Mr. Ni and Ms. Hu, who are our Controlling Shareholders and executive Directors.
Business · p. 232
Save as disclosed above, as of the Latest Practicable Date, none of our Directors, their associates or any of our shareholders (who owned or to the knowledge of Directors had owned more than 5% of our issued share capital) had any interest in any of our five largest suppliers.
Company A is a listed company, in which one of our Directors held shareholding interest of less than 0.1% as of the Latest Practicable Date and served as a member of the management of Company A prior to Track Record Period.
Business · p. 207
Save as disclosed in the section headed "Business – Customers", as of the Latest Practicable Date, none of our Directors, their associates or any of our shareholders (who owned, or to the knowledge of Directors had owned, more than 5% of our issued share capital) had any interest in any of our five largest customers in each year or period during the Track Record Period.
ACON is currently indirectly owned as to 50% by Mr. LIN Jixun (our founder and one of our non-executive Directors), and is therefore a connected person of our Company under Rule 14A.07(4) of the Listing Rules.
Business · p. 199
In 2020, 2021 and 2022, the historical fees paid to ACON amounted to RMB107.9 million, RMB102.0 million and RMB78.9 million, representing 9.1%, 6.7% and 3.9% of total purchases, respectively.
For the years ended 30 June 2020, 2021 and 2022 and the four months ended 31 October 2022, two, one, nil and one of our five largest suppliers of materials in each year/period, respectively, are associates of connected persons of our Company or deemed connected persons of our Company, namely Goldin Innovation Group, Warwick Building and Tanda International
Summary · p. 5
The five largest suppliers (not being subcontractors) of our Group during the Track Record Period are Independent Third Parties except for Tanda International which is an associate of our connected persons of our Company and Warwick Building and Goldin Innovation Group which are deemed connected persons of our Company
Shanghai Qijian and Yinsai are our related parties.
Business · p. 264
In addition, Mr. Cheng Wei, who was appointed as our vice president in August 2021, used to control the majority shares of Supplier G and transferred his entire holdings of interests to an independent third party of our Company as required by our internal policies.
Business · p. 264
We also established our own IT team and procured the entire development software of “Hui Investment” in 2020, which led to the termination of our cooperation with Yinsai in 2020 and Shanghai Qijian in 2021.