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
(1) Foxess Co., Ltd. is an associate of Yongqing Technology under the definition of IAS 24 “Related Party Disclosures”, and Yongqing Technology is a Controlling Shareholder of the Company.
Business · p. 275
In 2020, 2021 and 2022 and the six months ended June 30, 2023, revenue from Foxess Co., Ltd. were RMB11.4 million, RMB136.4 million, RMB656.5 million, and RMB182.6 million, accounting for 1.3%, 6.5%, 4.5% and 2.8% of our total revenue, respectively.
Zhongda Baichengtang, one of our five largest customers in 2020 and 2021, is controlled by Ms. Xue, one of our Controlling Shareholders and the spouse of Mr. Zheng.
Business · p. 178
Union Yutai, one of our five largest customers in 2021 and 2022, is held as to 38.5 % by Mr. Zheng and 50.0% by the spouse of one of our indirect minority Shareholders, who also serves as the executive director of Union Yutai.
Business · p. 178
Our transactions with related distributors and the pricing, credit terms, rebate and return policies of such transactions were in line with the terms and conditions we provided to a similar independent distributor 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.
The legal representative of Shanxi Chengan was previously an employee of our Company and Shanxi Yu'an since 2012 and has more than 10 years' experience in respect of provision of labour subcontracting services.
Business · p. 314
The management of our Company confirmed that prior to leaving our Group, the legal representative of Shanxi Chengan was not a Director, supervisor and/or a member of the senior management of the Group.
Business · p. 314
The purchase from our largest supplier amounted to RMB185.2 million, RMB780.1 million, RMB2,255.1 million and RMB1,073.8 million, representing 2.4%, 4.8%, 14.0% and 18.2% of our total purchase amount for the respective year/period.
In 2019, 2020 and 2022, Alipay China was one of our five largest customers, from whom we received service fees for the advertising and promotion of its payment service products.
Business · p. 283
During the Track Record Period, we also procured payment services through Alipay China’s payment channels so as to enable our customers to conduct online transactions via our vending machines.
Business · p. 283
During the Track Record Period, revenue from digital advertising services also relates to the number of new POSs opened which affects the amount of services fees we may receive from Alipay China for the advertising and promotion of its payment service products.
As of April 30, 2023, none of our franchisees were our current employees, and 55 or 0.9% of our franchisees were our former employees (“Former Employee-Franchisees”) who were motivated to develop their personal career by partnering with us through franchise arrangements.
Business · p. 186
The franchise agreements that we entered into with these Former Employee-Franchisees contained same terms and conditions that we offered to other third parties.
Business · p. 186
The revenue contribution from our Former Employee-Franchisees, Then-Current Employee Franchisees and Connected Franchisees were immaterial, each accounting for less than 1% of our total revenue for each period during the Track Record Period.
In particular, our largest customer for each of the years ended 31 December 2020 and 2021 was Digital Guangxi, which is our related party, while our largest customer for each of the year ended 31 December 2022 and the four months ended 30 April 2023 were independent third parties.
Summary · p. 4
The revenue generated from services provided to Digital Guangxi for the years ended 31 December 2020 and 2021 amounted to RMB50.4 million and RMB46.8 million, representing 24.4% and 23.2% of our total revenue for the corresponding year, respectively.
Business · p. 216
As at the Latest Practicable Date, we do not have any ongoing projects nor undergo pre-tendering or tendering of any potential projects with Digital Guangxi.
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.
Save as elaborated under the paragraph headed “– Credit Policies and Financial Assistance to Distributors” below, during the Track Record Period, a number of our employees or former employees were shareholders or key personnel of, or were related to, a total of four distributors.
Business · p. 247
During the Track Record Period, such distributors contributed less than 1.9% of our revenue generated from sales of products to offline channels.
Business · p. 247
Our Directors confirm that the sales to such distributors were conducted on an arm’s length basis on normal commercial terms which were fair and reasonable and treated such distributors in an equal manner as the way we treat other independent distributors.
Paladin is a substantial Shareholder of the Company, which held approximately 15.06% equity interest in our Company as of the Latest Practicable Date.
Business · p. 280
During the Track Record Period, save for Paladin and Mr. Dai Yongbo as disclosed above, none of our Directors, Supervisors, their respective associates, or any shareholders of the Company (who or which to the knowledge of the Directors owned more than 5% of the Company's issued share capital) had any interest in any of the aforesaid top external five fund investors.
As of the Latest Practicable Date, Neusoft Corporation indirectly held approximately 28.13% interest of our issued share capital through Neusoft (HK), Neusoft Holdings indirectly held approximately 23.58% interest of our issued share capital through Smartwave, Dongkong International Fifth and Dongkong International Seventh, and PICC P&C directly held approximately 14.41% interest of our issued share capital.
Summary · p. 14
In 2020, 2021 and 2022, Neusoft Corporation was among our five largest suppliers, accounting for 4.0%, 3.4% and 2.7% of our total purchases, respectively.
Business · p. 295
None of our Directors and, to the knowledge of our Directors, their respective close associates or any Shareholders holding more than 5% of our issued share capital has any interests in any of our five largest suppliers as of the Latest Practicable Date, except as disclosed in “History, Reorganization and Corporate Structure – Corporate Structure” and “Relationship with Neusoft Corporation and Neusoft Holdings.”
Our Founders, Controlling Shareholders and/or non-executive Directors include Ms. Yeh (Mr. Jay Chou’s mother) and directors and controlling shareholders of JVR Music or Archstone, namely, Mr. Yang and Mr. Chen, respectively, and these parties, which are closely connected to Mr. Jay Chou, have substantial influence over our overall development and business strategies.
Summary · p. 4
As of the Latest Practicable Date, save as Archstone, to the best knowledge of our Directors after due inquiry, none of our Directors or their close associates or any Shareholders holding more than 5% of the issued share capital of our Company immediately following the completion of the Global Offering, had any interests in any of our five largest suppliers during the Track Record Period.
Business · p. 254
The aggregate revenue contribution from Jesports (Beijing), Ms. Ma and Ms. Zhang during the Track Record Period was less than 1% of our total revenue during each year.
To the best knowledge of our Directors and having made all reasonable enquiries, Customer E includes four entities which were indirectly controlled by Ms. Qi Xiaomin as at the Latest Practicable Date.
Business · p. 272
Ms. Qi Xiaomin is also an ex-employee and business partner of the Remaining Group.
Our Directors confirm that save for Shuangliang Eco-Energy mainly supplying us with materials and equipment for the construction of the infrastructure for our heat service, none of our Directors, their respective associates or any shareholder (who to the knowledge of our Directors owned 5% or more of our Shares) held any interest in any of our top five suppliers during the Track Record Period.
Summary · p. 4
Upon completion of the said transfer, Shuangliang Eco-Energy Group remained as one of our suppliers to supply materials and equipment for the construction of the infrastructure for our heat services business.
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
Huaze Liquor Sales Co., Ltd. (華澤酒業銷售有限公司), or Huaze Liquor, a liquor distribution company previously controlled by Mr. Wu through Jindong Group, contributed to 0.01% and 2.0% of our total revenue in 2020 and 2021, respectively.
Business · p. 185
Our Group’s transactions with Huaze Liquor are conducted in the ordinary course of business at arm’s length and the terms of our transactions with Huaze Liquor are in line with our normal commercial terms for similar transactions with other customers.
Financial Information · p. 306
In December 2021, to reduce the potential perceived risks associated with related party transactions as part of our compliance efforts, and to a lesser extent, considering our reduced efforts in customized baijiu products’ business, Jindong Group disposed its entire equity interest in Huaze Liquor to Loudi Fuzhi Trading Co., Ltd. (婁底市福致商貿有限公司), an Independent Third Party which is primarily engaged in the distribution of baijiu products, at a consideration of RMB9,180,000.