Hong Kong IPO disclosure precedents · 255 companies, 282 items
a director, shareholder or their associates has an interest in a top-five customer or supplier, or a major customer / supplier is a shareholder or former employee's entity
To the best knowledge of our Directors, as at the Latest Practicable Date, the father of Ms. Mai Jiayu, an executive Director and a deputy general manager of our Company, held 22% of equity interests in Customer C and was a supervisor of Customer C.
Business · p. 216
Customer J is directly wholly owned by Xinyi Xinhui, our substantial Shareholder.
Business · p. 216
To the best knowledge of our Directors, as at the Latest Practicable Date, the father and brother of Ms. Mai Jiayu, an executive Director and a deputy general manager of our Company, indirectly aggregately held 10% of equity interests in Customer M and the brother of Ms. Mai Jiayu was a director of Customer M.
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.
CAIGA Group (excluding our Group) was our largest customer in each of 2021, 2022, and was one of our five largest customers in 2023, with our revenue from CAIGA Group amounting to US$41.1 million, US$21.8 million and US$11.5 million, which accounted for 5.6%, 2.4% and 1.1% of our total revenue in 2021, 2022 and 2023, respectively.
Business · p. 251
The three entities within CAIGA Group (namely, AG Huanan, AG Zhejiang and AG Services) that we had transactions with during the Track Record Period are wholly-owned subsidiaries of CAIGA, our Controlling Shareholder, and therefore associates of our Controlling Shareholders and our connected persons.
Business · p. 251
Save for the aforementioned connected persons, as of the Latest Practicable Date, to the best of our knowledge, all of our five largest customers in each year during the Track Record Period were independent third parties, and none of our Directors, their respective associates or any shareholder who, to the knowledge of our Directors, owned more than 5% of our issued share capital, had any interest in any of our five largest customers in each year during the Track Record Period.
Among our five largest suppliers in each year during the Track Record Period, Continental is our connected person.
Summary · p. 9
The purchases from Continental in each year during the Track Record Period accounted for approximately 8.7%, 8.2% and 9.6% of our total purchases for the respective years.
We were founded by GAC Group and Tencent, and subsequently introduced Pony AI, an autonomous driving solution provider, as a strategic shareholder.
Summary · p. 1
The Represented Tencent Group | 22,429 | 1.4 | 36,927 | 2.1 | 58,216 | 2.3
Business · p. 339
In addition to GAIG, during the Track Record Period, the Represented Tencent Group, Supplier C, Supplier D, Supplier H and Supplier K were also enterprise customers of our mobility services, primarily including ride-hailing services.
Save as disclosed above, as of the Latest Practicable Date, none of our Directors, their associates or any shareholders which, to the best knowledge of our Directors, owned more than 5% of our issued share capital as of the Latest Practicable Date, had any interest in any of our top five customers.
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 knowledge of our Directors, except for Tencent Cloud Computing (Beijing) Co., Ltd., which is an associate of Image Frame Investment (HK) Limited, our substantial shareholder, each of our five largest suppliers for each year during the Track Record Period is an Independent Third Party.
The revenue attributable to this subsidiary accounted for 12.7%, 18.3% and 20.3% of our total revenue, respectively, during 2021, 2022 and 2023.
Business · p. 260
Guizhou Tongyuan Group is a connected person of our Company.
Business · p. 264
China Grand Automotive Services Group Co., Ltd. is not a connected person of our Company and it is an indirect shareholder that beneficially owned approximately 7.7% of our Company as of the Latest Practicable Date.
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 Directors confirm that our sales to such distributors had been on normal commercial terms which were consistent with the terms offered to other distributors.
Business · p. 189
During the Track Record Period, the total revenue from our said three ex-employee distributors amounted to approximately RMB23.3 million, RMB31.4 million, RMB25.2 million and RMB24.7 million, respectively, accounting for approximately 19.2%, 20.3%, 19.9% and 20.4% of our total revenue, respectively.
In 2018, (i) one of our key tobacco company customers invested in Yunnan EuroChem and acquired 30% equity interests of Yunnan EuroChem from EuroChem Migao, our joint venture; and (ii) we established two joint ventures, Baoqing Migao and Anda Migao, with an important agricultural reclamation customer, Customer A, and we further consolidated the two joint ventures as our subsidiaries on 31 March 2022.
Summary · p. 7
In 2016, we acquired 51% of Daxing Migao from Zunyi Migao, with the remaining 49% owned by Guizhou Tobacco Investment, another key tobacco company customer of us.
Summary · p. 7
Our amount due to a non-controlling interest of trade nature were derived from our business transaction with Guizhou Tobacco Investment, a non-controlling interest of our Group by virtue of its being a substantial shareholder of Daxing Migao, namely, sales of finished goods and purchases of raw materials.
We have entered into certain agreements with Zhongmei Huadong, one of our substantial shareholders, who will become a connected person of our Company upon Listing and the transactions contemplated under such agreements will constitute connected transactions of our Company under Chapter 14A of the Listing Rules upon Listing.
Summary · p. 19
Zhongmei Huadong is one of our Pre-IPO Investors and a wholly owned subsidiary of Huadong Medicine.
Business · p. 368
Our Shareholders also include strategic investors, such as Huadong Medicine, which create strategic synergy with us in terms of drug development and commercialization.
* Customer C, controlled by Mr. Li Zhen, was a related party and a connected person in 2020.
Business · p. 224
(i) one distributor, Customer C, to cease related party transactions
Business · p. 221
To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, except for Customer C which was our connected person in 2020 only, all of our five largest customers in each year/period were Independent Third Parties.
As at the Latest Practicable Date, (i) Shandong Guoda is indirectly owned as to approximately 66.2% by Shandong Zhaojin Gold Smelting; and (ii) Shandong Zhaojin Gold Smelting wholly-owned our cornerstone investor, namely, Dongfang Gold Industry (Hong Kong) Limited, which will hold approximately 9.9% of the total issued share capital of our Company immediately following the completion of the Global Offering (without taking into account any Shares which may be issued upon the exercise of the Over-allotment Option and any options which may be granted under the Share Option Scheme).
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.
Upon its establishment, Shanghai Yingxue was wholly-owned by our Company. In December 2019, our Company disposed of all interests in Shanghai Yingxue to an Independent Third Party. Shanghai Yingxue has ceased to be our subsidiary since then.
Business · p. 285
Except for Shanghai Yingxue, to the best of our knowledge, all of our five largest suppliers in each period during the Track Record Period are independent third parties and none of our Directors, their respective associates or any shareholder who, to the knowledge of such Directors, owned more than 5% of our issued share capital as of the Latest Practicable Date, has any interest in any of our top five suppliers in each period during the Track Record Period.
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.