Hong Kong IPO disclosure precedents · 76 companies, 77 items
Direct sales facilitated by sales agents or intermediaries who do not take title to products and earn commissions, including the share of revenue they contribute.
During the Track Record Period, our customers primarily comprised the following two types: (i) system integrators that integrated our products and services into their offerings to enterprise-level users; and (ii) enterprise-level users that used our products and services directly.
Summary · p. 4
According to Frost & Sullivan, it is an industry norm for enterprise-level users to engage system integrators to implement their projects.
Business · p. 148
Their expertise lies in hardware engineering, system integration, and project-specific enhancements, with minimal reliance on significant software customisation for hardware-focused integrations or emphasis on software-driven designs for solution-oriented projects.
During the Track Record Period, revenue derived from direct customers accounted for 89.6%, 96.1% and 97.4% of our revenue, respectively, and revenue derived from trading company customers accounted for 10.4%, 3.9% and 2.6% of our revenue, respectively.
Besides our sales to direct customers, we also sell sensor and instrument products to trading partners which are generally companies in sensor and instrument industries.
Business · p. 118
We consider these customers as our end customers and not our distributor partners, primarily because (i) we enter into sales and purchase agreements with them in the same way as our direct customers, rather than distribution agreements, (ii) we generally have no control over any of these customers or on their sales, pricing policies, and marketing activities, (iii) similar to our pricing strategy for our products sold to our direct customers, we typically determine the prices of our products selling to trading partners based on the costs of raw materials, the price of comparable products in the market and other costs and expenses, and (iv) we have no restrictions or requirements on these customers regarding their geographical coverage, sales target, minimum purchase requirements or channels.
Under this model, we mainly generate revenue from reselling pharmaceutical products.
Business · p. 138
In this capacity, we are authorized to use their trade names and trademarks while retaining ownership of the stores.
Business · p. 139
As confirmed by Frost & Sullivan, our commercial arrangements with customers (including the key contract terms and the relevant revenue recognition policies we adopted) are in line with the industry norm used in the out-of-hospital pharmaceutical market.
In 2023, 2024 and 2025, we had 252, 58 and 43 customers introduced by our channel partners, respectively, with a revenue contribution of RMB198.2 million, RMB429.2 million and RMB309.3 million, representing 37.3%, 45.2% and 39.2% of our total revenue for the same years, respectively.
Business · p. 145
In turn, channel partners receive service fees based on a percentage of the contract value signed between us and the customers.
Business · p. 145
To the best of our knowledge, during the Track Record Period, our channel partners and their ultimate beneficial owners have no past or present relationships (including, without limitation, family, business, employment, financing, trust and shareholding) with each of (i) our customers introduced by them or their ultimate beneficial owners; or (ii) our Company and subsidiaries, Single Largest Shareholder Group, Directors and senior management, or any of their respective associates.
We cooperated with 10, nine and 18 intermediaries under the indirect sales model in 2023, 2024 and 2025, respectively.
Summary · p. 4
Revenue generated from our trading company customers accounted for 20.0%, 14.2% and 7.8% of our total revenue in 2023, 2024 and 2025, respectively, while revenue generated from our end customers accounted for 80.0%, 85.8% and 92.2% of our total revenue in the respective years, reflecting an increasing contribution from end customers over the Track Record Period.
Summary · p. 6
For selling prices of the same product model which was sold through both direct sales and indirect sales, the selling price for indirect sales was relatively lower than that for direct sales, which reflects a reasonable profit margin of 10-15% maintained by Smart Digital Media Co., Limited as a trader.
For the years ended December 31, 2023, 2024 and 2025, we generated revenue of RMB1,506.1 million, RMB1,608.7 million and RMB1,827.3 million, respectively, from direct sales in the PRC and overseas, representing 100.0%, 99.1% and 98.3% of our total revenue for the respective periods.
Business · p. 152
For the years ended December 31, 2023, 2024 and 2025, we transacted with 145, 148 and 126 trading companies, respectively.
Business · p. 153
According to Frost & Sullivan, it is an industry norm for fertilizer product companies to sell products through trading companies.
During the Track Record Period, we recorded third-party sales partners commission expense of RMB9.1 million, RMB11.4 million and RMB12.8 million, respectively, representing approximately 1.3%, 1.6% and 1.7% of our total selling and distribution expenses, respectively.
Business · p. 126
We do not sell products to sales partners, and our ability to acquire customers and drive business growth is not dependent on sales partners.
Business · p. 126
Revenue generated from new customers introduced to us by our sales partners is recognized as direct sales revenue, as we enter into the relevant sales agreements directly with such customers.
Our revenue attributable to transactions involving the Customs Brokers amounted to RMB100.1 million, RMB238.4 million and RMB222.4 million for 2023, 2024 and 2025, respectively, representing 41.4%, 35.8% and 26.0% of our total revenue for the corresponding years.
Business · p. 178
Despite the legal form of sales and purchase agreements, for accounting purposes at the Group level, the Customs Brokers were assessed only as agents to the Group.
Business · p. 178
The Customs Brokers earn service fees, which is typically calculated based on the value of the goods being exported, for handling the logistic arrangements, customs clearance, and do not assume inventory or market risk in connection with these arrangements.
Such end users typically lay out the goals they plan to achieve and the budget for their projects and engage third-party system integrators, instead of engaging us directly.
Business · p. 139
When we enter into a contract with a system integrator, we recognize such system integrator, instead of the relevant end user, as our customer.
Business · p. 139
As such, we do not believe that the system integrators are our distributors, and we do not believe that our business relationship with them raises any concern in relation to inventory risk, cannibalization or recoverability of accounts receivables.
In 2023, 2024 and 2025, revenue generated from sales through designated intermediaries were RMB18.1 million, RMB48.4 million and nil, respectively, representing 1.1%, 2.4% and 0.0% of our total revenue in the same years, respectively.
Business · p. 131
During the Track Record Period, we had four designated intermediaries, which are mainly companies engaged in trading activities.
Business · p. 132
To the best of our knowledge, during the Track Record Period, all the intermediaries were Independent Third Parties.
In limited circumstances, i.e., when the price of purchase orders proposed by trading companies are acceptable to us, certain purchase orders are placed through trading companies, as certain end customers may choose to engage trading companies to streamline supplier management, which is consistent with industry practice, according to Frost & Sullivan.
Business · p. 135
During each period of the Track Record Period, revenue from such purchases accounted for less than 1.5% of our total revenue.
During the Track Record Period, our overseas sales transactions were conducted under a historical contracting and settlement arrangement through the HK Intermediary (the "Agency Arrangement").
Business · p. 152
In 2023, 2024 and 2025, the agency fees charged by the HK Intermediary amounted to RMB1.6 million, RMB1.1 million and RMB0.5 million, respectively.
Business · p. 152
Following the cessation of the Agency Arrangement in July 2025 and the transition to direct overseas sales through our Group's wholly-owned Hong Kong subsidiary, there was no material change of terms with the overseas customers and the transition did not give rise to any material change in our financial performance.
We previously provided procurement agency services to certain AI computing technical services customers at their requests.
Financial Information · p. 204
This gross basis of recording trade receivables, despite net revenue recognition, has led to a disproportionately high balance of trade receivables as of December 31, 2024 relative to our revenue due to the high value of the servers that we procured as a procurement agent.
Financial Information · p. 205
From a cash flow perspective, this arrangement has resulted in our significant cash outflows from operating activities despite recording net profits in 2023 and 2024.
In 2023, 2024 and 2025, such agent service fees amounted to nil, RMB1.2 million and RMB0.3 million, respectively.
Business · p. 124
This arrangement has enabled us to enhance access to overseas customers in selected markets while maintaining direct control over customer relationships, pricing and contractual terms, and does not constitute an exclusive or long-term agency arrangement.
Additionally, we commissioned a sales representation to collaborate with a major auto parts retailer in the U.S, which has an extensive network of stores and warehouses across the country.
Business · p. 138
We provide commission to the retailer based on payments received for products sold within the specified territory.
Revenue generated from direct sales involving sales partners amounted to RMB1,150.0 million, RMB1,385.4 million, RMB1,789.8 million, RMB1,291.0 million and RMB1,411.8 million, in 2022, 2023, 2024, and the nine months ended September 30, 2024 and 2025, respectively.
Business · p. 145
Under this model, we enter into contracts directly with direct sales customers and sell products to them, while paying a commission fee to our sales partners for their maintenance and execution efforts.
Business · p. 153
Our sales partners are primarily responsible for market development and service support, facilitating introductions and interactions between the Company and potential customers.
During the Track Record Period, such business consulting partners assisted us with (a) securing orders from certain customers engaged in the POS machine business, as well as (b) increasing sales of our products in overseas markets.
Summary · p. 13
According to Frost & Sullivan, engaging such business consultant partners to expand overseas markets is in line with industry practice.
During the Track Record Period, we have strategically engaged third-party sales agents to leverage their expertise and market presence in local market.
Business · p. 207
If the gross profit margin is not less than 30% (inclusive), we will pay the sales agent a commission of 8.0% of the product price (exclusive of tax and after deduction of equipment modification, expansion and warranty costs).
To support the execution of these purchases and to enhance capital efficiency, Jinxun Peru would first procure products from suppliers (the “Procurement”), then the Group would sell the products procured from suppliers to third-party trading agents (the “Sale”), who then sell the same products to subsidiaries of the Group (the “Onward Sale”), typically in the PRC.
Business · p. 199
The primary purpose of engaging trading agents is to leverage the supply chain financing capabilities of these trading agents, rather than to comply with relevant laws or regulations in Peru.
Business · p. 200
In 2022, 2023, 2024 and the six months ended June 30, 2025, the purchase amount through the use of trading agents in relation to the non-ferrous metal trading business amounted to RMB59.4 million, RMB90.9 million, RMB127.1 million and RMB95.3 million, respectively, accounting for approximately 12.7%, 16.7%, 9.1% and 12.9% of our cost of sales.