During the Track Record Period, the number of our distributors remained stable at three with no changes.
Business · 第 208 页
To minimise the risk of cannibalisation, we generally take the following measures in relation to our distributors: (i) when selecting our distributors, we take into consideration their respective geographic coverage to avoid potential competition among the distributors within a region; (ii) our distribution agreements specify the designated distribution regions; and (iii) we regularly communicate with our distributors to monitor various aspects of their sales activities and keep track of any potential cannibalisation or competition among our distributors.
Business · 第 209 页
We typically do not set minimum purchase requirements for our distributors.
In particular, in 2023 and the nine months ended September 30, 2025, the number of our hog dealers fluctuated, primarily attributable to the fluctuations in the hog market price.
Business · 第 220 页
Based on the above, we believe there is no channel-stuffing risk with the distribution through our hog deals.
Business · 第 221 页
There were further increase in the numbers of wholesale market customers who ceased to distribute our products in the nine months ended September 30, 2025 primarily due to our focus on key account customers and our efforts to streamline the existing wholesale customer structure to enhance profitability.
Our revenue generated from sales to distributors amounted to RMB7,581.0 million, RMB9,911.9 million, RMB13,606.6 million and RMB14,504.8 million in 2022, 2023, 2024 and the nine months ended September 30, 2025, respectively, representing 89.2%, 88.0%, 85.9% and 86.2% of our revenue in each of the corresponding period.
Business · 第 190 页
In 2022, 2023 and 2024 and the nine months ended September 30, 2025, our partnership with 408, 569, 457 and 319 distribution partners was terminated, which reflected our regular performance-based optimization as part of our channel management strategy.
Business · 第 189 页
We have implemented a comprehensive Inventory Management Policy (《庫存管理辦法》), under which our sales personnel conduct on-site inventory checks at the end of each month.
As of September 30, 2025, we were in contract with a total of 9,552 franchisees, operating 19,494 franchised stores across 28 provinces across China.
Business · 第 188 页
We believe that our sales to franchisees reflect the actual demand from consumers and thus we do not have material risks of channel stuffing and inventory backlog within the franchise network, for the following reasons:
Business · 第 196 页
Our business growth depends on cooperation with franchisees who are committed to our value and highly motivated to grow our brands and store network.
Revenues from sales of our products and solutions to our distributors represented approximately 48.9%, 47.6%, 44.6% and 46.6% of our revenues in 2022, 2023, 2024 and in the six months ended June 30, 2025, respectively.
Business · 第 228 页
The number of our distributors decreased from 351 as of December 31, 2023 to 318 as of December 31, 2024, and further to 247 as of June 30, 2025, as we only retain distributors whose performance is satisfactory to us.
Business · 第 230 页
The three largest distributors during each period of 2022, 2023, 2024 and the six months ended June 30, 2025, contributing to 40.4%, 41.4%, 37.2% and 39.5% of our revenue in the same period, are headquartered in Hong Kong and Taiwan.
We sell our products mainly through distributors, while we also make direct sales to certain customers at their requests.
Business · 第 202 页
During the Track Record Period, the number of our distributors increased from 192 as of December 31, 2022 to 254 as of June 30, 2025, primarily attributable to our consistent efforts in developing and maintaining our sales network, as well as our long-term and stable partnership with most of those distributors.
Business · 第 206 页
Based on the above, and to the best of our knowledge, our Directors do not believe there was any material channel stuffing risk during the Track Record Period.
All of our overseas sales during the Track Record Period were through distributors.
Summary · 第 18 页
During the Track Record Period and up to the Latest Practicable Date, we collaborated with our distributors on an ad hoc basis and generally did not enter into fixed-term distribution agreements with them.
Business · 第 382 页
We believe that our sales generally correspond to actual market demand and therefore our products are at low risk of channel stuffing in our distribution network, because (i) returns and exchanges are generally not allowed, unless there are product quality issues caused by us, and
The execution of our distribution channel strategy resulted in distributor sales increasing from nil to 5.3% of our total revenue in FY2022, FY2023 and FY2024 to 21.5% of our total revenue in the six months ended June 30, 2025.
Business · 第 203 页
Under consignment arrangements, we retain control of the products and bear the relevant legal risks until the products are sold and delivered to the customer, at which time revenue is recognized.
Business · 第 205 页
Our distribution agreements do not impose any minimum sales targets on our distributors.
For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, sales to distributors amounted to RMB1.3 million, RMB41.5 million, RMB61.4 million, RMB29.0 million and RMB35.8 million, respectively, representing 0.5%, 9.1%, 10.1%, 10.6% and 9.0% of our total sales, respectively.
Business · 第 255 页
The number of retailers that we sold our products to decreased from 81 as of December 31, 2023 to 54 as of December 31, 2024, primarily because we optimized our retailer channels in 2024 and ceased our cooperation with those retailers that had relatively low transaction volumes with us.
Business · 第 253 页
(i) we generally require full payment before delivering products to our retailers and distributors; (ii) we generally do not allow returns of products sold to retailers and distributors, except for products that are defective; and (iii) while we set annual purchase targets with certain retailers and distributors in our agreements, we typically adopt a collaborative approach if such targets are not met, such as providing subsidies or jointly developing promotional strategies, rather than immediately terminating or threatening to terminate the relevant agreements with them.
上海林清轩化妆品集团股份有限公司SHANGHAI FOREST CABIN COSMETICS GROUP CO., LTD.02657.HK
2023年起引入经销商渠道并快速扩张
We started to engage distributors in 2023.
Business · 第 213 页
In 2023, 2024 and the six months ended June 30, 2024 and 2025, our revenue generated from distributorship amounted to RMB14.5 million, RMB33.1 million, RMB8.1 million and RMB70.1 million, respectively, accounting for 1.8%, 2.7% , 1.5% and 6.7% of our total revenue in each respective period.
Business · 第 213 页
We strive to minimize the channel stuffing risks associated with our distributors through the following measures: (i) we generally require a full payment upon delivering products to distributors; (ii) we generally do not allow returns of products sold to distributors unless there are product defects and other causes that are not attributable to the distributors, and believe such measures discourage distributors from over-purchasing; (iii) we do not set minimum purchase requirements for distributors; and (iv) we generally implement a reasonable and well-structured division of distribution regions, prohibiting distributors from operating outside their designated areas.
上海林清轩化妆品集团股份有限公司SHANGHAI FOREST CABIN COSMETICS GROUP CO., LTD.02657.HK
联营及加盟店伙伴模式拓展与调整
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, revenue generated from stores operated by store partners amounted to RMB16.6 million, RMB25.9 million, RMB45.8 million, RMB20.9 million and RMB32.4 million, respectively, representing 2.4%, 3.2%, 3.8%, 3.9% and 3.1% of our total revenue from product sales.
Business · 第 205 页
We are also strategically shifting our strategic focus from franchise model toward the joint operation model, which we believe offers greater consistency in service quality, stronger brand control and improved scalability.
For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025, our revenue generated from sales to distributors was RMB78.6 million, RMB100.0 million, RMB197.5 million, and RMB55.5 million, respectively, representing 31.1%, 27.5%, 49.1%, and 24.0% of our total revenue, respectively.
Business · 第 254 页
Our sales to distributors increased from 2022 to 2024 but decreased by 12.9% to RMB55.5 million for the six months ended June 30, 2025, from RMB63.8 million for the six months ended June 30, 2024.
Summary · 第 6 页
We adopt a single-layer distribution system, whereby our distributors sell our products without selling to any sub-distributors.
During the Track Record Period, our ticket selling distributors contributed approximately 91.9%, 92.6%, 92.3% and 89.6% of the revenue for the provision of our shows.
Financial Information · 第 313 页
We have generally adopted the public bidding process for the selection of ticket selling distributors to ensure that they possess requisite credentials and qualifications, despite it not being mandatory under the relevant PRC laws and regulations for us to go through such a public bidding process.
Business · 第 175 页
We also adopt a quota system which limits the total number of tickets that can be requested by the ticket selling distributors under the ticket bulk sales master agreements.
As of June 30, 2025, we have established a robust distribution network across Europe, Africa and the Middle East, comprised of 10 distributors covering 13 countries, including but not limited to the United Kingdom, Zambia, South Africa, the Netherlands, Zimbabwe, Germany, Hungary, Italy and Sweden.
Business · 第 239 页
For the years ended December 31, 2022, 2023, 2024 and the six months ended June 30, 2025, our revenue generated from sales of residential ESS through distributorships was RMB99.9 million, RMB138.6 million, RMB200.5 million, and RMB123.3 million, respectively, all of which were subject to the aforementioned price adjustment mechanism.
Business · 第 241 页
Although our relationships with distributors are based on a seller-buyer model, in order to ensure that our sales correspond to actual market demand and mitigate the risk of channel stuffing in our distribution network, we have been implementing measures to monitor subsequent product sales, such as through connecting our products to our network as part of the initialization process, enabling us to collect end user installation data and provide valuable insights into local market demand and requiring our distributors to comply with the credit period terms according to the distribution agreements, while reducing the risk of channel stuffing.
Our products are sold through both direct sales and distribution. During the Track Record Period, a majority of our revenue was generated from our distributors.
Business · 第 207 页
As of June 30, 2025, we had 161 distributors.
Business · 第 208 页
Our distributors maintain a “buy-out” model with us.
In 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, franchise management contributed 19.3%, 16.0%, 13.2%, 13.8% and 10.9% of our total revenue, respectively.
Business · 第 193 页
During the Track Record Period, we terminated relationships with only a few franchisees.
Business · 第 200 页
We do not impose any sales targets on our franchisees
In 2022, 2023 and 2024 and for the five months ended May 31, 2024 and 2025, the revenue from our distributors amounted to RMB51.1 million, RMB16.6 million, RMB8.4 million, RMB2.2 million and RMB1.9 million, respectively, representing 11.7%, 1.4%, 1.6%, 0.7% and 0.7% of the total revenue for the same years/periods, respectively.
Business · 第 258 页
The significant decrease in the revenue generated from our distributors from 2022 to 2023 was mainly due to the decrease in the demand from South Korean customers who make purchases through our distributors in such region, and we put more focuses on the direct sales resulting in maintaining a relatively low level of revenue generated from our distributors.
Business · 第 258 页
During the Track Record Period, we primarily collaborated with seven distributors.
In 2022, 2023 and 2024 and the six months ended June 30, 2024 and 2025, sales to our distributors amounted to approximately RMB697.7 million, RMB554.7 million, RMB483.8 million, RMB218.8 million and RMB161.2 million, which approximately accounted for 99.4%, 99.0%, 99.4%, 99.4% and 98.4% of our revenue from the sale of pharmaceutical products, respectively.
Business · 第 446 页
We believe that our sales correspond to actual market demand and therefore our products are at low risk of channel stuffing in our distribution network, because:
Business · 第 449 页
During the Track Record Period and up to the Latest Practicable Date, we did not notice any unusually large procurements that were inconsistent with distributors’ past practices, nor did we notice any abnormally high inventory level of our distributors.
In 2022, 2023 and 2024 and the four months ended April 30, 2025, our revenue derived from wholesalers amounted to US$191.2 million, US$266.5 million, US$291.3 million and US$100.2 million, representing 59.8%, 64.8%, 64.1% and 62.1% of our total revenue, respectively.
Business · 第 205 页
In 2022, 2023 and 2024 and the four months ended April 30, 2025, our revenue derived from distributors amounted to US$106.1 million, US$127.1 million, US$145.9 million and US$54.7 million, representing 33.2%, 30.9%, 32.1% and 33.9% of our total revenue, respectively.
Business · 第 208 页
We conduct semi-annual stocktaking of our sales channels to monitor their inventory level and prevent channel stuffing.
In 2024 and the four months ended April 30, 2025, the revenue attributable to our distributors was RMB1.1 million and RMB2.4 million, accounting for 79.7% and 95.5% of the revenue generated from sales of pharmaceutical products in China, respectively.
Business · 第 372 页
We have implemented the following policies and measures to mitigate the risk of inventory accumulation in the distribution channels.
Business · 第 374 页
During the Track Record Period and up to the Latest Practicable Date, we did not notice any abnormally high inventory level of our distributors.