Hong Kong IPO disclosure precedents · 138 companies, 139 items
General related-party/connected transactions entered into in the track record, disclosed per the accountant's report, which are trade in nature and conducted on arm's-length or normal commercial terms.
Our transactions with Watertek Group primarily consist of (1) our procurement of information security hardware and relevant technical support and after-sales client services from Watertek Group, and (2) our sales of cloud and on-premises financial & tax digitalization solutions to Watertek Group.
Financial Information · p. 405
For the years ended December 31, 2021, 2022 and 2023, the revenue from our sales of cloud and on-premises financial & tax digitalization solutions to Watertek Group accounted for 0.01%, 0.01% and 0.02% of our total revenue, respectively, and the cost of our procurement of information security hardware and technical support and after-sales client services from Watertek Group accounted for 1.96%, 1.78% and 0.27% of our total cost of sales, respectively.
These transactions primarily include (i) revenue from an associate, mainly including the provision of intelligent automation solutions, (ii) procurement of cloud computing services from a company controlled by one of our shareholders, (iii) amounts receivable from the related parties for our services provided, (iv) trade payables to the related party for our procurement of service, and (v) amount payables of unpaid capital to an associate.
Financial Information · p. 594
It is the view of our Directors that our transactions with related parties during the Track Record Period were conducted on an arm’s length basis and with normal commercial terms.
In particular, other payables and the outstanding contracts relating to non-trade balances of prepayments are non-trade in nature and will be settled or utilized before the Listing.
Financial Information · p. 458
Our Directors believe that our transactions with related parties during the Track Record Period were conducted on normal commercial terms and on an arm’s-length basis, and would not distort our results of operations or make our historical results not reflective of our future performance.
Financial Information · p. 459
We granted a loan to the Shanghai Zhengying Medical Imaging Diagnosis Center Co., Ltd. (上海正影醫學影像診斷中心有限公司) (“Shanghai Zhengying”) in 2023.
During the Track Record Period, we had various related party transactions as we conducted transaction with our related companies, joint ventures and a non-controlling interest, in our ordinary course of business (including sales of finished goods and purchases of raw materials).
Financial Information · p. 429
Such arrangement had been completed in FY2023, and we expect to settle the outstanding amount due to a related company of non-trade nature before the Listing.
Financial Information · p. 430
For FY2021, FY2022, FY2023 and 8MFY2024, the sales of finished goods to related parties contributed only approximately 9.9%, 2.4%, 3.9% and 9.6% of our total revenue and the purchases of raw materials from related parties contributed only approximately 14.5%, 11.1%, 0.1% and less than 0.1% of our total purchase.
We received tea leaf sourcing and procurement services from Yunnan Jingyan, primarily including overall coordination, quality control and logistics and settlement in 2022 and the six months ended June 30, 2023.
Business · p. 228
The transaction amount of service fees with Yunnan Jingyan for 2022 and the six months ended June 30, 2023 was RMB3.2 million and RMB1.6 million, respectively, representing 1.11% and 1.16% of our total purchase from suppliers in the same periods, respectively.
Business · p. 228
Considering that Pu’er Guming held only approximately 0.95% of the total issued capital of the Company as of the Latest Practicable Date and such partners of Ancient Iland are limited partners of Pu’er Guming without involving in decision-making of Pu’er Guming, our Directors are of the view that their shareholding relationship with us does not have any significant influence on our transactions with Yunnan Jingyan, and our transactions with Yunnan Jingyan were conducted under ordinary and normal commercial terms and were fair and reasonable.
During the Track Record Period, certain independent third parties had interests in certain self-operated stores of ours, ranging from 20.0% to 49.0% of the equity interests in these stores.
Business · p. 193
During the same period, we had interests in certain distributor-operated stores, all of which were exclusive stores, ranging from 20.0% to 45.0% of the equity interests in these stores.
Business · p. 193
The investment from independent third parties in our self-operated stores and our investment in certain distributor-operated stores were both conducted in the ordinary course of business under normal commercial terms and at arm’s length.
These transactions mainly involved (i) selling products to Guangdong Santouliubi Information Technology Co., Ltd. and (ii) purchasing products from and selling products to our associates, with total amounts of RMB2.2 million, RMB4.5 million, RMB2.3 million, and RMB0.9 million in 2020, 2021, 2022 and four months ended April 30, 2023, respectively.
Financial Information · p. 355
Our Directors confirm that all material related party transactions during the Track Record Period were conducted at arm's length and would not distort our results of operations or make our historical results over the Track Record Period not reflective of our expectations for future performance.
Our Directors believe that our transactions with related parties during the Track Record Period were conducted on an arm’s length basis, and they did not distort our results of operations or make our historical results not reflective of our future performance.
Financial Information · p. 485
Our Directors confirm that all loans or guarantees provided by or to our related parties, if any, will be fully repaid or released before the Listing.
Financial Information · p. 485
As relevant closing conditions under the investment agreement had not been met, the Group entered into a supplemental agreement to the investment agreement with Hangzhou Penguin Technology Co., Ltd. on June 6, 2023, pursuant to which the parties have agreed not to proceed with closing under the investment agreement and Hangzhou Penguin Technology Co., Ltd. shall repay the prepayments of RMB10.0 million, together with an utilisation fee calculated with reference to the bank deposit interest rate for the same period, in six instalments based on the schedule agreed by both parties before December 31, 2023.
Chengming Management was identified as a related party of our Group from August 2022 to May 2023 as it was controlled by Ms. Yang.
Financial Information · p. 333
Chengming Management was subsequently disposed to Independent Third Parties in May 2023 and ceased to be a related party of our Group since then.
Financial Information · p. 333
Our Directors are of the view that each of the related party transactions set out in Note 39 to the Accountants’ Report in Appendix I was conducted in the ordinary course of business and with normal commercial terms between the relevant parties.
For the year ended 31 December 2020, we have provided integrated IT solutions services to Shuguang Maiyue which generated RMB41.9 million.
Financial Information · p. 374
The non-trade related balances with related parties (excluding the amount due from Digital Guangxi for Shuguang Maiyue) have been settled.
Financial Information · p. 375
Our Directors confirmed that all related party transactions during the Track Record Period were conducted on normal commercial terms that are reasonable and in the interest of our Group as a whole.
During the Track Record Period, we entered into a number of related party transactions, pursuant to which: (i) we purchased goods and services (such as medical consumables and smart healthcare products, as well as technical, maintenance and other services) from certain related parties; (ii) we purchased fixed assets from certain related parties; (iii) we purchased right-of-use assets from certain related parties; (iv) we purchased patented technology from a certain related party; (v) we sold services (such as cloud hospital platform services, Internet medical services, health management services and smart healthcare services) to certain related parties; (vi) we obtained financial support from a certain related party; (vii) we obtained lease and property services from certain related parties; (viii) we disposed of equity interests and transferred such to certain related party; and (ix) we accepted a guarantee from a certain related party, among other things.
Financial Information · p. 438
For the non-trade amounts due to related parties, our Directors confirm that all of such amounts will be settled prior to the Listing.
Supplier M is indirectly wholly-owned by CSPC through its subsidiary as of the Latest Practicable Date, and is regarded as our related party and a connected person.
Business · p. 471
For the years ended December 31, 2021 and 2022, the aggregate purchases attributable to supplier M were RMB4.0 million and RMB2.2 million, respectively.
Business · p. 471
During the Track Record Period, except for supplier M, none of our five largest suppliers was our related parties.
In 2020, 2021 and 2022, we recorded revenue from providing property management services to related parties in the amount of approximately RMB37.8 million, RMB34.0 million and RMB32.9 million, our revenue from providing related parties with value-added services mainly to property developers such as sales office management services and preliminary planning and design consultancy services amounted to approximately RMB32.0 million, RMB52.7 million and RMB53.8 million, and our revenue from providing related parties with community value-added services (such as car parking space sales agency services) amounted to approximately RMB3.2 million, RMB17.2 million and RMB23.1 million.
Financial Information · p. 436
Zhejiang Anyuan Nongye is an indirect non-wholly owned subsidiary of Zhong An, one of our Controlling Shareholders, and thus a connected person of our Group.
Business · p. 275
As of December 31, 2020, 2021 and 2022, our non-trade related amounts due from related companies amounted to approximately RMB45.0 million, RMB236,000 and nil, respectively.
During the Track Record Period, we had entered into certain related party transactions, details of which are set out in note 28 to the Accountants’ Report.
Financial Information · p. 271
Having considered that the amounts of these related party transactions as compared to the revenue generated by our Group, our Directors are of the view that the aforesaid related party transactions did not distort our financial results during the Track Record Period or cause our Track Record Period results to be unreflective of our future performance.
As of December 31, 2019, 2020, 2021 and 2022, our trade receivables from related parties was nil, RMB28.7 million, RMB38,000 and RMB38,000, respectively.
Financial Information · p. 467
As of December 31, 2022, we recorded amount due to a related party in the amount of RMB15.9 million, which represented the fees payable to W&V in relation to our celebrity IP management services provided to brand owners or the MCN Company (as the case may be) which commenced in 2022.
Financial Information · p. 468
Our Directors believe that the related party transactions were carried out on an arm’s length basis and will not distort our results during the Track Record Period or make such results not reflective of our future performance.
For the years ended 30 June 2020, 2021 and 2022 and the four months ended 31 October 2022, the total purchases from such related parties amounted to approximately HK$12.1 million, HK$9.1 million, HK$4.7 million and HK$2.5 million, respectively.
Financial Information · p. 332
For the materials purchased from our related parties during the Track Record Period, we obtained quotations from one to two other Independent Third Parties and compared the terms of the quotations.
Financial Information · p. 332
Based on the above, our Directors confirmed that (i) all these related party transactions were conducted on normal commercial terms and/or that such terms were no less favourable to our Group than terms offered by other Independent Third Parties and were fair and reasonable and in the interest of our Group and our Shareholders as a whole
For details about our related party transactions during the Track Record Period, please see Note 36 of Appendix I to this prospectus and “Business — Our Core Product and Clinical-Stage Product Candidates — 2. K3 — License, Rights and Obligation” in this prospectus.
Financial Information · p. 400
Our Directors believe that our transactions with the related party during the Track Record Period were conducted on an arm’s length basis, and they did not distort our results of operations or make our historical results not reflective of our future performance.
Our Directors have confirmed that all the aforementioned related party transactions in ordinary and usual course of business during the Track Record Period were conducted on arm’s length basis.
Financial Information · p. 342
For the years ended December 31, 2019, 2020 and 2021 and the nine months ended September 30, 2021 and 2022, we recognized revenue from Powerwin Tech Pte, a company incorporated in Singapore and a related party owned by Mr. Li and Ms. Yu, in the amount of nil, US$18,000, US$20,000, US$14,000 and nil, respectively, which accounted for nil, 0.2%, 0.1%, 0.1% and nil of our total revenue for the respective periods.
Financial Information · p. 342
During the Track Record Period, we had procured from Shenzhen Yingbaotong, a related party controlled by Mr. Li prior to its deregistration in 2021, certain auxiliary services for cross-border digital marketing, such as server, content production, account management and customer services, at a service fee covering all such relevant services which amounted to US$0.8 million, nil, nil, nil and nil for the years ended December 31, 2019, 2020 and 2021 and the nine months ended September 30, 2021 and 2022, respectively.
In 2019, 2020 and 2021 and the ten months ended October 31, 2022, we incurred technology fee of RMB147.1 million, RMB109.8 million, RMB0.01 million and nil, respectively, to related parties, which were primarily in relation to software commissioned development service provided to us, including mainly the development of SmartInvest Pro (previously named as Hui Investment) and certain modules of operation management system.
Financial Information · p. 413
In 2021 and the ten months ended October 31, 2022, we had listing expense paid on our behalf by Yintech Investment Holding and Yintech Enterprise (HK) Co., Ltd of RMB6.1 million and RMB6.0 million in relation to the listing fees including legal fees, legal search fees and listing application fees as we did not have a Hong Kong bank account or when our Hong Kong bank account was just opened and did not have cash to cover the listing fees in 2021 and the ten months ended October 31, 2022, when the listing expenses were due.
Financial Information · p. 415
Based on the above, our Directors believe that the terms and prices were in line with the market practice and the industry pricing methods, and such related party transactions did not distort our results of operations or make our historical results not reflective of our future performance.