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.
安徽金岩高岭土新材料股份有限公司ANHUI JINYAN KAOLIN NEW MATERIALS CO., LTD.02693.HK
贸易商销售占比上升及防压货措施
Our revenue attributable to traders increased from RMB26.1 million in 2023 to RMB63.8 million in 2024, primarily due to (i) an increase in the number of our traders, rising from 23 traders in 2023 to 32 traders in 2024; and (ii) an increase in our revenue from our major trader customer, Lianyungang Xinyi Road International Trade Co., Ltd. (連雲港鑫一路國際貿易有限公司), which rose from RMB12.2 million in 2023 to RMB24.7 million in 2024, mainly attributable to the increase in the sales volume of precision casting mullite products and refractory mullite products driven by its increasing end customer demand.
To mitigate the risk of cannibalization and channel stuffing, our agreements with our largest trader include a customer filing arrangement.
Business · 第 212 页
Our revenue from the largest trader for the years ended December 31, 2022, 2023, 2024 and for the five months ended May 31, 2025 accounted for 30.0%, 46.6%, 38.7% and 43.8%, respectively, of our total revenue generated from traders during the same periods.
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.
During the Track Record Period, we primarily sell our NEVs through our distributors’ AITO stores.
Summary · 第 8 页
We believe that we are not subject to material concentration risks with our distributors, as in each year/period during the Track Record Period, our distributors operated 10% or less of the respective total AITO User Centers.
Business · 第 222 页
To reduce the risk of channel stuffing, we have established a dealership management system (DMS) which enables us to monitor and track orders, recording information such as order details, customer details, store location, vehicle model and serial numbers, and delivery and payment status, providing comprehensive overview of the status of each vehicle sold through our distributors.
For the years ended December 31, 2022, 2023 and 2024, and the six months ended June 30, 2025, revenue generated from sales to franchisees represented 50.2%, 50.6%, 50.9% and 49.1% of our total revenue, respectively.
Business · 第 252 页
The number of our franchisees decreased during the six months ended June 30, 2025, primarily because (i) we took a more cautious approach in our invitation of collaboration with franchisees in light of our assessment of the offline market conditions and our business strategies, which led to higher standards on new franchisee candidates; and (ii) we terminated business relationships with certain franchisees with unsatisfactory performances.
Business · 第 254 页
We believe that our sales correspond to actual consumer demand and our products are at a low risk of channel stuffing in our sales network, primarily because (i) we generally require full payment before delivering products to our franchisees; (ii) we generally do not allow return, exchange or refund by our franchisees except for limited circumstances; and (iii) although there were minimum purchase requirements in the franchise agreements with franchisees, which usually ranged from RMB150,000 to RMB1,000,000 during the Track Record Period, (a) we maintain a seller-buyer relationship with our franchisees, under which we typically do not set minimum sales targets to specify the amount of products that the franchisees are obligated to sell; and (b) we shall adjust the requirements on a case-by-case basis, such as lowering the purchase requirements or extending the time limit for satisfying the purchase requirements, in the event that the franchisees are unable to meet the requirements.
In 2022, 2023, 2024 and the four months ended April 30, 2024 and 2025, the revenue from our distributors was RMB46,115.5 million, RMB32,979.4 million, RMB29,798.7 million and RMB10,205.4 million, respectively, representing 57.0%, 44.6%, 38.0% and 34.7% of our total revenue for the same respective periods.
Business · 第 261 页
To enhance collaboration with our distributors and maintain stability of our distribution network, we typically hold minority equity interests in most of our distributors in China.
Business · 第 263 页
We believe that our sales reflect actual demand from our end customers, thereby minimizing the risk of channel stuffing and inventory backlog within the distribution network, because: (i) we generally do not allow product returns from distributors, except for limited circumstances such as product defects; (ii) many of our construction machinery products require significant storage space, and some are customized according to customer needs, making it difficult to maintain excess inventory; (iii) we typically require our distributors to place orders cautiously and align their purchases with specific market demand; and (iv) we believe we can effectively monitor our distributors through our equity interests in them.
In 2022, 2023, 2024 and the four months ended April 30, 2025, the revenue from the distributors that are our joint venture entities or controlled by our former employees was RMB13,709.5 million, RMB10,523.6 million, RMB7,273.7 million and RMB2,243.1 million, respectively, representing 17.0%, 14.2%, 9.3% and 7.6% of our total revenue in the same periods.
Business · 第 264 页
The revenue from sales to the distributors that are our controlled by our former employees decreased throughout the Track Record Period, primarily because we optimized our distribution network by terminating certain underperforming distributors that are controlled by our former employees.
Business · 第 263 页
We use the same templates for and apply the same pricing, payment method, credit and distributor management policies to both Independent Third Party distributors and distributors in which we hold an equity interest or have other connections.