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。
Sales to distributors | 94,718 | 19.1 | 105,835 | 19.5 | 98,001 | 14.0
Business · 第 149 页
During the Track Record Period, the decrease in the number of our distributors primarily reflected our increasing emphasis on direct sales.
Business · 第 151 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看This arrangement, together with our return policy, effectively mitigates the risk of channel stuffing.
Business · 第 152 页
On the other hand, revenue from distributors increased consecutively from RMB346.9 million in 2023 to RMB454.4 million in 2025.
Business · 第 137 页
Since we adopt a “payment before shipment” model for all of our distributors, we have no accounts receivable from them.
Business · 第 138 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We track distributors’ downstream activities via biweekly POS and inventory reports for product flow/market demand insights, with dedicated sales assistants managing all data in our secure system.
Business · 第 139 页
Our revenue generated from distributors was RMB5,700 and RMB5.1 million in 2024 and 2025, respectively, which were immaterial to our total revenue in the same periods.
Business · 第 151 页
We only sell our consumer-class products through distributorship model with a total of 26 distributors as of December 31, 2025.
Business · 第 152 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In general, distributors shall make full payment in advance before we process any orders.
Business · 第 152 页
For industrial automation and digitalization offerings (excluding intelligent elevator solutions) and intelligent robots, we primarily sell them through distributors.
Business · 第 142 页
If we identify abnormal inventory turnover or potential slow-moving risks at any distributor, we will usually communicate with and review such distributor and, depending on the circumstances, liaise with other channels with demand to explore reasonable inventory adjustment arrangements.
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The number of our distributors remained stable during the Track Record Period.
Business · 第 144 页
As of December 31, 2023, 2024 and 2025, we had six, five and five distributors, respectively, which contributed to 3.4%, 1.4% and 1.1% of our total revenues in 2023, 2024 and 2025, respectively.
Business · 第 149 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We believe the risk of channel stuffing is remote in our distribution network.
Business · 第 150 页
In 2023, 2024 and 2025, our distributors contributed to 29.5%, 19.8% and 30.0% of our revenue, respectively.
Business · 第 120 页
The 68 distributors terminated in 2024 contributed 1.6% of our total revenue in 2023. The 104 distributors terminated in 2025 contributed 1.4% of our total revenue in 2024.
Business · 第 121 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our distributors in China are also typically required to make full payment in advance prior to delivery, which further discourages channel stuffing.
Business · 第 120 页
In 2023, 2024 and 2025, our sales generated from distributors amounted to RMB181.3 million, RMB466.6 million and RMB573.1 million, respectively, accounting for 74.9%, 70.0% and 67.1%, respectively, of our revenue for the corresponding periods.
Business · 第 164 页
We usually discuss with our distributors regarding their general inventory levels and anticipated purchase demand on a monthly basis.
Business · 第 166 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 Latest Practicable Date, we did not have any channel stuffing issues.
Business · 第 167 页
In 2023, 2024 and 2025, revenue generated from distributors was RMB1,573.2 million, RMB1,317.1 million and RMB1,402.8 million, respectively, representing 55.1%, 44.2% and 41.4% of the total revenue from the same years, respectively.
Financial Information · 第 187 页
As of December 31, 2023, 2024 and 2025, we engaged 26, 32 and 73 online distributors, respectively.
Business · 第 122 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We believe that our sales reflect the actual demand from end customers, thus minimizing the risk of channel stuffing and inventory backlog within the distribution network, as (i) we require our distributors to report to us on, and to maintain a reasonable level of, their inventory and adjust our supply to them to prevent channel stuffing accordingly; and (ii) we generally do not grant long credit periods to distributors or set minimum purchase requirements, encouraging distributors to be more cautious in their ordering to align their purchases with actual sales patterns and market demand.
Business · 第 128 页
We sell both our proprietary and brand partners’ products through an omnichannel sales network that integrates (i) direct-to-consumer (“DTC”) sales through self-operated stores on major e-commerce platforms to end consumers, and (ii) distributor-based sales, which refer to sales through third-party intermediaries that do not involve direct transactions with end consumers.
Business · 第 134 页
We terminated cooperation with 61, 68 and 105 retailers in 2023, 2024 and 2025, primarily attributable to the following categories of reasons: (i) the termination of cooperation with certain brand partners, which resulted in the corresponding termination of relationships with their retailers, and (ii) adjustments in the sales strategies of certain brand partners, under which we discontinued cooperation with the relevant retailers.
Business · 第 140 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We believe the risk of channel stuffing is minimal. We generally do not impose mandatory sales targets on our distributors, allowing purchases to reflect actual market demand rather than sales pressure.
Business · 第 142 页
For the years ended December 31, 2023, 2024 and 2025, our total sales to distributors amounted to RMB5,747.3 million, RMB6,323.3 million and RMB8,811.9 million, respectively, accounting for 85.8%, 90.8% and 89.2%, respectively, of our revenue for the corresponding years. For the years ended December 31, 2023, 2024 and 2025, our total sales to our top five distributors amounted to RMB2,514.3 million, RMB2,602.3 million and RMB4,639.3 million, respectively, accounting for 43.7%, 41.2% and 52.6%, respectively, of our revenue for the corresponding years.
Business · 第 154 页
During the Track Record Period, the terminations of distributors were primarily due to phase-out of distributors that failed to meet our standards for selecting distributors, and the voluntary withdrawal of certain distributors from the distribution network due to changes in their own strategic or business plans.
Business · 第 155 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 the distributor a stocking quota. For any amount exceeding this quota, payment must be made in advance, and delivery will be arranged upon receipt of payment.
Business · 第 155 页
During the Track Record Period and as of the Latest Practicable Date, we had one distributor, which remained the same distributor throughout such period.
Business · 第 151 页
Sales to this distributor accounted for less than 0.5% of our revenue in each year during the Track Record Period, respectively.
Business · 第 151 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We have adopted internal control measures to prevent channel stuffing by the distributor.
Business · 第 151 页
During the Track Record Period, all of our revenue were generated from the sales of our products to distributors.
Business · 第 140 页
During the Track Record Period, we had 24, 49 and 66 distributors overseas in 2023, 2024 and 2025, respectively.
Business · 第 141 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看To prevent channel cannibalization and stuffing, we define exclusive geographical regions or designated hospitals and product scopes in distribution agreements, ensuring organized market coverage and minimizing overlap.
Business · 第 142 页
As of December 31, 2023 and 2024 and 2025, we had 133, 194 and 191 channel partners, respectively.
Business · 第 181 页
The number of channel partners we terminated cooperation with was relatively high in 2025, primarily because we refined our channel network to phase out certain underperforming channel partners.
Business · 第 181 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We believe the risk of channel stuffing within our channel network is low, considering that (i) we maintained long-term collaboration relationship with channel partners; and (ii) we typically do not allow channel partners to return products to us unless there are product quality issues caused by us.
Business · 第 182 页
According to Frost & Sullivan, sales through trading partners are in line with industry norms.
Business · 第 124 页
We consider these customers as our end customers and not our distributors, primarily because (i) we enter into purchase orders or sales and purchase agreements with them rather than distribution agreements in the same way as our direct customers, (ii) we have no control over any of these customers or on their sales, inventories, credit or 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.
Business · 第 124 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We believe the risk of channel stuffing and cannibalism is low in relation to our sales with trading partners for the following reasons: (i) we generally require payment before delivery from our trading partners
Business · 第 124 页
We had 129,503, 88,856 and 79,589 customers for our wholesale pharmacy services in 2023, 2024 and 2025, respectively.
Business · 第 117 页
The Directors of our Company are of the view that, based on the characteristics of our wholesale pharmacy business, our arrangement in place with the wholesale customers is not the typical “distributorship model” contemplated under Chapter 4.5 of the Guide for New Listing Applicants.
Business · 第 118 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We generally do not set any minimum purchase amount or a minimum sales target for our wholesale customers.
Business · 第 117 页
During the Track Record Period, in addition to direct sales, we also sold highly standardized ICT products through ICT distributors.
Business · 第 141 页
Number of distributors at the end of the period | 305 | 327 | 353
Business · 第 142 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In addition, we believe the risk of channel stuffing is low in relation to our sales with ICT distributors because: (i) we do not accept any return or exchange of our products sold to our customers except for defective products.
Business · 第 143 页
As of December 31, 2025, we collaborated with 1,139 distributors worldwide.
Business · 第 137 页
Our relationships with these distributors operate on a seller-buyer basis, where they purchase products from us to resell to installers and/or end users.
Business · 第 137 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Revenue generated from our distributor sales in 2023, 2024 and 2025 was RMB674.8 million, RMB709.3 million and RMB970.4 million, respectively.
Business · 第 137 页
During the Track Record Period, we sold substantially all our commercialized drug products in China to third-party distributors, who are our direct customers responsible for on-selling and delivering our products generally to hospitals, medical institutions and pharmacies.
Business · 第 206 页
During the Track Record Period, sales to our distributors amounted to RMB129.7 million and RMB247.5 million in 2024 and 2025, respectively.
Business · 第 206 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Furthermore, we maintain a policy imposing penalties for unauthorized sales, including financial sanctions and potential termination of distribution agreements.
Business · 第 207 页
In 2023, 2024 and 2025, our sales to distributors were RMB289.3 thousand, RMB2.2 million and RMB3.7 million, constituting 0.8%, 3.7% and 3.4% of the total revenue in the respective years.
Business · 第 168 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Therefore, the risk of channel stuffing by our distributors is low.
Business · 第 169 页
Therefore, our global sales rely on local distributors, which are primarily responsible for product installation and after-sales services.
Business · 第 118 页
We recorded an increase in the number of our distributors in 2025, mainly as a result of our acquisition of five distributors with sales channel resources.
Business · 第 120 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 measures to prevent channel stuffing, with a focus on reasonable purchase target setting, regular inventory supervision, proactive overstock management and return controls.
Business · 第 121 页