港股IPO招股书披露先例 · 324 家公司，337 项
经销模式披露涉及申请人经经销商销售所产生的收入占比、经销商数目及增减变动，以及买断或寄售等经销关系性质。相关披露常见于概要、风险因素、业务及财务资料等章节，一般涵盖经销收入占比、经销商新增与终止情况，以及区域划分、预付货款、退货限制、不设最低采购额、库存监控、绩效考核与淘汰等防范渠道压货及窜货的安排。申请人亦常由董事说明经销商不存在重大库存积压或终止经销关系对业务无重大影响。
During the Track Record Period, the sales generated from collaboration accounted for less than 0.5% of the total revenue of each period, respectively.
Business · 第 157 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period, our regional partners did not return any solutions and held no inventory of our solutions.
Business · 第 157 页
We ceased to renew distribution agreements with 12 distributors in 2024 and another 12 distributors during the nine months ended September 30, 2025, primarily due to their failure to meet their sales target following a comprehensive evaluation that also took into account market demand in such distributors’ downstream industries and changes in their own business condition.
Business · 第 171 页
To the best of our knowledge, our major distributors during the Track Record Period (who, where applicable, collectively accounted for approximately 76%, 61%, 47% and 76% of total revenue from distributorship in each year/period during the Track Record Period) did not maintain any inventory at the end of each year/period during the Track Record Period and up to the Latest Practicable Date.
Business · 第 172 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看With the foregoing policies and in light of the historical purchase patterns of our distributors, we believe that our distributor management policy, including the sales targets, would serve to better incentivize distributors to expand customer reach and promote our products rather than stockpiling inventory, and our risk of channel stuffing associated with distributors is low.
Business · 第 172 页
For the years ended December 31, 2022, 2023, 2024 and for the nine months ended September 30, 2025, our total sales to distributors amounted to RMB339.2 million, RMB331.5 million, RMB475.3 million and RMB419.6 million, respectively, accounting for 28.4%, 32.0%, 40.7% and 43.8%, respectively, of our revenue (or 74.0%, 79.5%, 85.5% and 90.5% of our revenue from the sales of chip products) for the corresponding periods.
Business · 第 143 页
Though our distributors maintain a “buy-out” model with us, we are able to monitor our distributors’ inventory level, as agreed by our distributors.
Business · 第 143 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period, to the best knowledge of our Directors, there was no material channel stuffing issue and cannibalization risks among our distributors as a result of their “buy-out” model with us.
Business · 第 143 页
However, we do not authorize them to acquire end customers, negotiate on our behalf, or maintain inventory for resale.
Business · 第 149 页
We do not impose sales targets or minimum purchase obligations on our trading partners. Purchase order reflects actual end customer demand, and we do not encourage speculative stocking.
Business · 第 150 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Accordingly, considering that (i) we do not set sales targets or minimum purchase obligations, (ii) our trading partners are generally not permitted to return unsold products, (iii) our products are largely customized and not interchangeable, and (iv) we did not identify any material channel stuffing or cannibalization risks during the Track Record Period and up to the Latest Practicable Date, our Directors are of the view that we do not have any material channel stuffing or cannibalization risks.
Business · 第 151 页
In 2023, 2024 and 2025, approximately 76.7%, 78.0% and 77.4% of our revenue was generated from sales to our distributors.
Financial Information · 第 216 页
As of December 31, 2025, we had a distributor network of 1,762 distributors, covering over 30 provinces in China and a broad range of countries and regions across six continents overseas.
Business · 第 156 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our goal is to encourage distributors to maintain an inventory level to support sales for generally one to three months, ensuring efficient inventory turnover and stable market supply, as well as mitigating any risks associated with channel stuffing.
Business · 第 157 页
In 2023 and 2024 and the nine months ended September 30, 2024 and 2025, revenue generated from sales to distributors amounted to €27.9 million, €43.8 million, €38.5 million and €38.9 million, respectively, representing 58.1%, 72.2%, 73.1% and 71.8% of our revenue for the respective periods.
Business · 第 108 页
Our relationship with the distributors is a buyer and seller relationship.
Business · 第 108 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Moreover, we support our distributors and have instituted controls to deter channel stuffing, including: (i) reviewing distributors’ sales plans and targets and proving guidance to prevent inventory build-ups; (ii) conducting routine on-site inspections of distributors’ retail stores for sales, storage conditions, quality control, and inventory levels; and (iii) leveraging digital tools and IoT functionality by encouraging consumers to register in the TENWAYS App and monitoring device activations to assess sell-through performance and identify potential overstock risks.
Business · 第 109 页
As of September 30, 2025, our distribution network spanned 31 provinces, municipalities and autonomous regions across China.
Business · 第 191 页
In 2024 and the nine months ended September 30, 2025, revenue from sales of Sangbo'en to distributors in China accounted for 100.0% of our revenue from sales of Sangbo'en during the respective periods.
Business · 第 191 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We have implemented policies and measures to mitigate the risk of inventory accumulation in the distribution channels.
Business · 第 192 页
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, the revenue generated from distributorship amounted to RMB250.4 million, RMB190.1 million, RMB156.3 million, RMB135.2 million and RMB174.6 million, respectively, accounting for approximately 10.9%, 8.9%, 5.3%, 6.2% and 6.2%, respectively, of our total revenue in the same periods.
Business · 第 231 页
During the Track Record Period, our sales to distributors declined primarily because we sold more products through direct sales after some of our end customers decided to establish direct business relationship with us in place of through distributors and became our direct customers.
Business · 第 231 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period, our number of distributors remained relatively stable.
Business · 第 233 页
In certain markets with fragmented customer demand, we may adopt a distributorship model to distribute our solutions, such as explosion-proof and industrial electric drive solutions.
Business · 第 132 页
For instance, we adopt strict product return policies to mitigate channel stuffing risks.
Business · 第 134 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period and up to the Latest Practicable Date, we had no material unresolved disputes or lawsuits with distributors.
Business · 第 133 页
During the Track Record Period, our additions of new distributors primarily reflected our proactive efforts in expanding our distribution network.
Business · 第 238 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We monitor our distributors’ inventory levels through on-site visits and regular communication with them to ensure they are well-positioned to meet customer demand promptly, while keeping the risk of channel stuffing low.
Business · 第 240 页
In 2023, 2024 and the ten months ended October 31, 2025, we had 102, 127, and 106 distributors, respectively.
Business · 第 162 页
In 2023, 2024, and the ten months ended October 31, 2025, our EV charging network business revenue generated from our distributors amounted to RMB87.1 million, RMB100.3 million and RMB56.0 million, respectively, accounting for approximately 0.7%, 0.7% and 0.5%, respectively, of our total revenue in the same periods.
Business · 第 162 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We typically grant them exclusive rights within assigned territories and set sales targets periodically.
Business · 第 162 页
Revenue generated from distributors amounted to RMB1,190.8 million, RMB1,215.5 million, RMB1,289.3 million and RMB931.6 million during the Track Record Period, amount to 22.3%, 21.3%, 18.6% and 15.3% of our total revenue from the respective periods.
Business · 第 167 页
The significant changes in the number of our distributors during the Track Record Period was primarily due to the fact that many of our products, particularly electronic material products, are commodities that can be used in a wide range of industries and in many day-to-day production or maintenance scenarios, and have a long shelf life.
Business · 第 167 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We generally require a full payment before delivering products to distributors.
Business · 第 168 页
For the years ended December 31, 2022, 2023, 2024 and the nine months ended September 30, 2025, our revenue generated from distributors amounted to RMB2.4 million, RMB67.2 million, RMB199.6 million and RMB162.2 million, respectively.
Summary · 第 6 页
In the nine months ended September 30, 2025, nine of our existing distributors did not have transaction with us in the immediately preceding 12 months due to fluctuations in market demand.
Business · 第 198 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Therefore our Directors are of the view that we are not subject to material risk of channel stuffing.
Business · 第 200 页
For the years ended December 31, 2022, 2023 and 2024 and for the nine months ended September 30, 2025, our total sales through distributors amounted to RMB978.3 million, RMB126.3 million, RMB540.6 million and RMB614.6 million, respectively, accounting for 26.6%, 5.5%, 14.9% and 15.1%, respectively, of our revenue for the corresponding periods.
Business · 第 212 页
Our distributors act as agents instead of principals in our transactions with customers, and we pay commissions for orders they obtained at the rates stipulated in the distribution agreements.
Business · 第 212 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period and up to the Latest Practicable Date, we had not received any material product returns or indemnification claims from our distributors, nor had we made any provisions on any product returns or potential indemnification.
Business · 第 215 页
As of December 31, 2022, 2023, 2024 and August 31, 2025, we sold our own-brand Solar products to 363, 351, 329 and 339 customers, respectively.
Business · 第 180 页
Our revenue generated from the OBM model was RMB33.7 million, RMB39.6 million, RMB41.3 million and RMB30.4 million, respectively, accounting for 4.1%, 8.5%, 7.2% and 6.6% of our total revenue in the same periods.
Business · 第 180 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In addition, to mitigate the risk of channel stuffing, we generally do not permit product returns or exchanges, except in specific cases, such as product defects or inconsistencies with product descriptions.
Business · 第 181 页
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
公司的解释、律师意见及原文页码定位：在 Matters 中查看We typically do not set minimum purchase requirements for our distributors.
Business · 第 209 页
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
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 223 页
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
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 193 页
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
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our business growth depends on cooperation with franchisees who are committed to our value and highly motivated to grow our brands and store network.
Business · 第 188 页
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
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 230 页