港股IPO招股书披露先例 · 51 家公司，52 项
此类事项指申请人存在同时兼具客户与供应商身份的交易对手，惟相关销售及采购金额各自占总收益或总采购额的比例均极低。招股书通常于概要、风险因素、业务及财务资料章节披露重叠方身份、购销金额及占比，并说明销售与采购互不附带条件、条款经独立磋商，按正常商业条款及公平原则进行，与其他客户及供应商相若，部分案例亦确认对方为独立第三方或援引行业惯例。
During the Track Record Period, Supplier F, one of our five largest suppliers in 2024 and 2025, also made limited purchases of certain products from us.
Business · 第 165 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Such sales were negotiated on an arm’s length basis and were neither interconnected nor inter-conditional with our purchases from Supplier F.
Business · 第 165 页
Some of our suppliers were also our top five customers, but our aggregate purchases from these suppliers were insignificant, accounting for less than 1% of our total purchase amount in each year/period during the Track Record Period.
Business · 第 166 页
Hisense Group was one of such overlapping customers/suppliers in 2023 and 2024, but not in 2025 or six months ended June 30, 2026.
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The pricing and other terms of contracts that we entered into with our overlapping customers and suppliers are substantially the same as those we enter into with other customers and suppliers, respectively, for similar products and services.
Business · 第 166 页
The aggregate revenue generated from such counterparties in each year/period during the Track Record Period amounted to approximately RMB1.9 million, RMB3.1 million, RMB368,000 and RMB74,000, respectively, while the aggregate purchases from such counterparties in each year/period during the Track Record Period amounted to approximately RMB6.6 million, RMB5.7 million, RMB123,000 and RMB65,000, respectively.
Summary · 第 5 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors believe that the relevant sales and procurement transactions were commercially distinct, conducted on normal commercial terms and supported by genuine commercial demand and operational needs.
Business · 第 153 页
During the Track Record Period, seven out of our nine Five Largest Suppliers were also our customers.
Business · 第 174 页
Our revenue generated from these overlapping suppliers/customers in 2023, 2024, 2025, and for the six months ended June 30, 2026 amounted to approximately RMB2.5 million, RMB3.4 million, RMB2.8 million, and RMB1.3 million, respectively, representing 0.05%, 0.05%, 0.03%, and 0.02% of our total revenue for the respective year/period.
Business · 第 174 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Zhize Technology prices its products on an arm’s length basis and applies the same pricing to both intra-group and external customers.
Business · 第 175 页
Customer A | 2023 | 3,752,280 | 2,275 | 22.5
Business · 第 146 页
In accordance with Customer A’s technological and procurement requirements, we purchased customer-designated controllers from Customer A and integrated them into the corresponding lighting products sold to Customer A.
Business · 第 146 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In 2023, 2024, 2025, and the three months ended March 31, 2026, our procurement from Customer A accounted for less than 1% of our total purchases for each year/period. The average gross profit margin of products sold to Customer A is 20.8% during the Track Record Period. All procurement arrangements with Customer A were negotiated on an arm’s length basis.
Business · 第 146 页
(ii) our purchases of Customer D’s products, primarily including motor controller for production line testing, was nil, nil, RMB1.0 million and nil in 2023, 2024, 2025 and the five months ended May 31, 2026, accounting for nil, nil, 0.0% and nil of our total purchase amounts for the respective year/period.
Business · 第 154 页
(ii) our purchases of Customer H’s products, primarily including motor subcomponents, amounted to RMB41.5 thousand, RMB72.0 thousand, nil and nil in 2023, 2024, 2025 and the five months ended May 31, 2026, respectively, accounting for 0.0%, 0.0%, nil and nil of our total purchase amounts for the respective year/period.
Business · 第 154 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看All of our sales to and purchases from these supplier-customers were conducted in the ordinary course of business under normal commercial terms and on an arm’s-length basis.
Business · 第 154 页
During the Track Record Period, we had one instance of overlapping customer and supplier.
Business · 第 152 页
The purchase amount was RMB52,212.4, RMB28,318.6 and RMB15,929.2, accounting for 0.001%, 0.0006% and 0.0004% of our total purchase amount in the years ended 31 December 2024 and 2025 and the five months ended 31 May 2026, respectively.
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Changzhou Fusion (常州聚和) ranked first, second, second, and first among our top five customers in the years ended 31 December 2023, 2024, and 2025 and the five months ended 31 May 2026, respectively.
Business · 第 152 页
During the Track Record Period, Shenzhen MicroBT Group was also one of our suppliers in 2023.
Business · 第 139 页
In 2023, our purchase from Shenzhen MicroBT amounted to RMB0.3 million, accounting for 0.2% of our total purchases in the same year.
Business · 第 139 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our sales to and purchases from Shenzhen MicroBT Group were conducted in the ordinary course of business and on commercial terms negotiated on an arm's length basis.
Business · 第 139 页
During the Track Record Period, two of our top five customers in each year during the Track Record Period were also our suppliers.
Business · 第 127 页
Negotiations of the terms of our sales to and purchases from the overlapping customers or suppliers mentioned above were all conducted on an individual basis.
Business · 第 127 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors confirmed that all of our sales to and purchases from the overlapping customers or suppliers mentioned above were conducted in the ordinary course of business under normal commercial terms and on an arm's-length basis.
Business · 第 127 页
We primarily provided intelligent logistics platform services and integrated supply chain services to Shandong Energy during 2023, 2024 and 2025, generating revenue of RMB140.9 million, RMB411.8 million and RMB1,698.7 million, respectively, representing 0.6%, 2.5% and 10.4% of our total revenue for the respective years.
Business · 第 147 页
Revenue generated from Jinnan Steel amounted to RMB992.0 million, RMB1,078.4 million and RMB1,255.8 million, respectively, representing 4.6%, 6.5% and 7.7% of our total revenue for the respective years.
Business · 第 147 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our revenues from this customer amounted to RMB585.3 million, RMB591.0 million, and RMB601.7 million, respectively, accounting for 2.7%, 3.6%, and 3.7% of our total revenue in each corresponding year.
Business · 第 148 页
During the Track Record Period, one of our major customers, Customer A, was also our supplier for simulation software.
Business · 第 166 页
During the Track Record Period, five of our major suppliers, including Supplier A, Supplier B, Supplier D, Supplier E and Supplier G, were also our customers for robotic products and spare parts.
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Negotiations of the terms of our sales to and purchases from the overlapping customers and suppliers were conducted on an individual basis and the sales and purchases were neither inter-connected nor inter-conditional with each other.
Business · 第 167 页
In 2025, E Ink Holdings, our largest supplier in each year during the Track Record Period was also one of our customers, to whom we sold four-color small-size e-paper display modules of RMB41.5 thousand, representing less than 0.1% of our total revenue in 2025.
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Our Directors have confirmed that our sales to and purchases from E Ink Holdings during the Track Record Period were not inter-conditioned, inter-related or otherwise considered as one transaction, and were conducted in the ordinary course of business and under normal commercial terms.
Business · 第 166 页
During the Track Record Period, Supplier D, one of our five largest suppliers in 2024 and 2025, was also our customer in 2024.
Business · 第 160 页
Supplier J, one of our five largest suppliers in 2023, was also a customer of ours in the same year.
Business · 第 160 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our purchases from Customer G amounted to RMB7.6 million in 2024.
Business · 第 160 页
As our supplier, purchases from Supplier A amounted to RMB64.5 million in 2023, RMB67.5 million in 2024 and RMB54.9 million in 2025, representing 18.1%, 21.2% and 16.1% of our total purchases for the respective years.
Business · 第 143 页
Such overlap primarily arose because participants in the industrial-grade 3D printing integrated solutions industry usually have complementary business needs across different parts of the value chain.
Business · 第 144 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Negotiations of the terms of our sales to and purchases from these overlapping customer-suppliers were conducted on an individual basis, and the sales and purchases were neither interconnected nor inter-conditional.
Business · 第 144 页
During the Track Record Period, certain of our major customers were also our suppliers.
Business · 第 155 页
In 2023, 2024 and 2025, our purchases from Customer F accounted for 0.53%, 0.95%, 0.02% of our total purchase amount, respectively.
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Negotiations of the terms of our sales to and purchases from such overlapping customers/suppliers were conducted on an individual basis, and the sales and purchases were neither inter-connected nor inter-conditional with each other.
Business · 第 155 页
During the Track Record Period, certain of our major customers also supplied to us.
Business · 第 175 页
In 2024 and 2025, our purchases from Customer D accounted for 0.02% and 0.06% of our total purchase amount, respectively.
Business · 第 175 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We made occasional purchases from such overlapping customers and suppliers primarily because their business scope also covers products or services that we use, or because we supply products that they require, resulting in reciprocal transactions in the ordinary course of business.
Business · 第 175 页
During the Track Record Period, we mainly provided six-axis industrial robots to Customer B, which was among our major customers and also served as a supplier. Customer B provided robot bases to us.
Business · 第 173 页
During the Track Record Period, we purchased RV reducers and RV input shafts from Supplier A, servo motors from Supplier B and welding machines from Supplier D, all of which were among our major suppliers and also served as customers.
Business · 第 173 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Negotiations of the terms of our sales to and purchases from the overlapping customer and supplier were conducted on a case-by-case basis and purchases were neither interconnected nor inter-conditional with each other.
Business · 第 173 页
Customer A, being our largest customer in 2023, was also our supplier in the same year.
Business · 第 170 页
In 2023, 2024 and 2025, the revenue contribution of Customer C amounted to RMB130.6 million, RMB323.7 million and RMB145.3 million, respectively, accounting for 8.6%, 22.8% and 9.7% of our total revenue in the same periods, respectively.
Business · 第 170 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Negotiations of the terms of our sales to and purchases from the overlapping customer and supplier are conducted on a case-by-case basis and the purchases are neither interconnected nor inter-conditional with each other.
Business · 第 170 页
During the Track Record Period, some of our Wholesale Customers were also our suppliers.
Business · 第 154 页
None of such Wholesale Customers, however, was a major customer of our Group as sales to such Wholesale Customers represented an insignificant amount of our total revenue due to our diverse customer base and none of them were our major supplier during the Track Record Period.
Business · 第 154 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看For FY2023, FY2024, FY2025 and 8MFY2026, we recorded HK$22.2 million, HK$23.6 million, HK$26.2 million and HK$16.6 million, respectively, from wholesale sales, representing 2.0%, 1.2%, 1.1% and 0.8% of our total revenue for the respective periods.
Business · 第 153 页
During the Track Record Period, certain of our major suppliers also acted as our customer and vice versa, resulting in an overlap between our customer and supplier relationships in certain cases.
Summary · 第 8 页
During the Track Record Period, certain of our major customers, namely Customer A, Customer B, Customer C and Customer E, Customer F and Customer G also acted as our suppliers.
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Accordingly, we generated a small amount of revenue from Supplier A of nil, RMB17.9 thousand and RMB66.9 thousand in 2023, 2024 and 2025, respectively, representing less than 1% of our total revenue for the same years.
Business · 第 152 页