In 2020, we entered into a transaction with one of our suppliers, HK Hoi Fook Jewelry International Group ("HK Hoi Fook"), who had provided us with gold raw materials since 2018.
Business · 第 232 页
We believe that this sale was one-off in nature, was carried out by us primarily as an inventory management measure, and was in line with our commercial interest.
Business · 第 232 页
Our Directors confirm that our sales to and our purchases from the Overlapping Customer-Supplier were (i) entered into after due consideration taking into account the prevailing purchase and selling prices at the relevant times, and (ii) conducted on an arm's length basis.
Customer H (Supplier A), Customer B (Supplier F) and Customer K (Supplier J) are telecommunications operators in China, which supplied data services to us in our API marketplace. In the meantime, these suppliers or their affiliates also purchased query, SMS notice or top-up services, as well as data management solutions, from us.
Summary · 第 7 页
Revenue derived from these large customers were RMB51.1 million, RMB42.2 million and RMB65.4 million for each of the years ended December 31, 2021, 2022 and 2023, respectively, representing 19.6%, 12.8% and 14.8% of the total revenue, respectively.
Business · 第 221 页
(iii) large telecommunications operators and their local subsidiaries need a third-party platform to assist them in requesting other telecommunications operators’ data; and
To the best knowledge and belief of our Directors, during the Track Record Period, (i) Distributor A was one of the five largest suppliers in 2021, 2022 and 2023 and our customer in the same period; and (ii) Hebei Kangshi was our fourth largest supplier in 2023 and our customer in the same year (Distributor A and Hebei Kangshi, collectively, the "Overlapping Customers and Suppliers").
Business · 第 181 页
Our purchase amount from the Overlapping Customers and Suppliers were approximately RMB852.1 million, RMB723.1 million and RMB678.0 million for the years ended December 31, 2021, 2022 and 2023, representing approximately 41.0%, 32.9% and 33.1% of our total purchase amount for the corresponding years, respectively.
Business · 第 182 页
Negotiations of the terms of our sales to and purchases from these Overlapping Customers and Suppliers were conducted on an individual basis and the sales and purchases were neither inter-connected or inter-conditional with each other.
For the years ended 31 December 2021, 2022 and 2023, Client B, Supplier A, Client J, Client H, Client I, Client A and Supplier O during the Track Record Period (collectively, the ‘‘Overlapping Clients and Suppliers’’) were both clients and suppliers of our Group.
Business · 第 245 页
Those sales and purchases were neither inter-connected nor inter-conditional with each other.
Business · 第 246 页
(ii) the terms of transactions with the Overlapping Clients and Suppliers were separately negotiated with us and are comparable to the terms of transactions with our other clients and suppliers; and (iii) the prices of the transactions with the Overlapping Clients and Suppliers were no less favourable than our clients and suppliers who are not overlapping clients and suppliers.
During the Track Record Period and up to the Latest Practicable Date, to the best knowledge and belief of our Directors, one of our five largest customers, namely Customer B, was also our supplier.
Business · 第 239 页
Customer B would normally resell the used trays to us at a discounted price and such arrangement is made for the purpose of scrap recycling under the company policy of Customer B.
Business · 第 239 页
Our Directors confirmed, and the Sole Sponsor concurred that the transactions with Customer B were entered into on arm’s length negotiations and at comparable terms to contracts with other customers and suppliers.
In 2021, 2022 and 2023, to the best knowledge and belief of our Directors, 38, 29 and 32 of our customers were also our suppliers, respectively.
Business · 第 270 页
In 2021, 2022 and 2023, sales to all the customers who were also our suppliers accounted for approximately 30.2%, 28.4% and 25.6%, respectively, of our total revenue.
Business · 第 270 页
The terms of contracts that we entered with our overlapping customers and suppliers are based on arm’s length negotiations and are substantially the same as those we enter into with other customers and suppliers, respectively, that of similar services.
During the Track Record Period, one of our five largest customers, who procured both precision marketing services and SaaS solutions and contributed to 5.4%, 3.2% and 2.0% of our revenue in each year of the Track Record Period, respectively, was also our supplier for advertising data services under both precision marketing services and SaaS business, contributing to 0.6%, 0.1% and 3.8% of our cost of sales in each year of the Track Record Period, respectively, and became one of our five largest suppliers in 2023.
Summary · 第 17 页
It is different subsidiaries of Company E that provided us advertising data services and used our SaaS products and consequently, the supply of products and/or services to Customer E by us is conducted independently from the purchase of products and/or services by us from Customer E during the Track Record Period.
Business · 第 295 页
According to Frost & Sullivan, it is a common practice in the precision marketing industry for media platforms to become advertisers when they have the advertising needs to market their products and services.
When we undertake projects for our customers, there may be occasions where our customers procure materials and other services on our behalf and subsequently deduct such amounts in the relevant progress payments to us.
Business · 第 178 页
For FY2020, FY2021, FY2022 and the nine months ended 30 September 2023, we incurred approximately HK$66.7 million, HK$6.1 million, HK$2.8 million and HK$22.1 million, respectively, for the procurement of materials and other services from our customers.
Business · 第 179 页
The pricing offered by Sum Kee Metal Company Limited to Customer B for the supply of steel was generally in line with that offered to our Group in other projects, hence the contra–charge arrangement with Customer B under Project No. #01 did not result in any material increase in procurement costs of steel or any material adverse effect to the profitability of Project No. #01 to our Group.
For the same year ended 31 December 2020, the aggregate revenue attributable to Supplier A and Supplier C amounted to approximately RMB229.1 million, representing approximately 60.7% of our total revenue, and the gross profit amounted to approximately RMB15.1 million with gross profit margin of approximately 6.6%.
Business · 第 215 页
Negotiations of the terms of our sales to and purchases from these overlapping customers and suppliers were conducted on an individual basis with their different respective group companies by responsible personnel from different departments of our Group, and the provision of our mobile advertising services to them and our acquisition of advertising space from them were neither inter-connected nor inter-conditional with each other and there was no setoff of receivables with payables during the Track Record Period.
Business · 第 215 页
The terms and conditions of the framework agreements entered by our Group and these overlapping customers and suppliers during the Track Record Period were generally in standard terms and there were no preferential terms in our transactions arising from the overlapping relationship.
天津建设发展集团股份公司Tianjin Construction Development Group Co., Ltd.02515.HK
鑫泰智汇及天津诚宇同为集团客户与供应商
During the Track Record Period, (i) Xintai Zhihui, one of our top five suppliers for the year ended December 31, 2020, was also one of our top five customers for the year ended December 31, 2022; and (ii) Tianjin Chengyu, one of our top five suppliers for the year ended December 31, 2021, was also our customer.
Business · 第 204 页
Our Directors confirm that the terms of our construction contracts and subcontracting agreement with Xintai Zhihui were negotiated on arm’s length basis and on normal commercial terms.
Business · 第 205 页
Our Directors confirm, with the support of the views of Frost & Sullivan, that the business relationship between Xintai Zhihui and us are generally consistent with the industry practice.
Customer C/Supplier J, as the same entity, was one of our five largest customers in 2020 and 2022, and also a supplier in 2021 and 2022 and one of our five largest suppliers in the six months ended June 30, 2023.
Business · 第 225 页
Negotiations of the terms of our sales to and purchases from Customer C/Supplier J and Customer B were conducted on an individual basis, and the sales and purchases were neither inter-connected or inter-conditional with each other.
While none of our major customers was also our suppliers or subcontractors for 6M2023 and none of our major suppliers or subcontractors was also our customer for 6M2023, three of our major customers (namely China Comservice, Customer A and Customer F, two major PRC telecommunication operators) were also our subcontractors and two of our major subcontractors (namely Subcontractor B and Subcontractor F) were also our customers from FY2020 to FY2022.
Business · 第 204 页
From FY2020 to FY2022, our (i) revenue generated from such entities amounted to approximately RMB43.2 million, RMB61.3 million and RMB53.9 million, respectively; and (ii) project level profit (calculated by deducting the Major Operating Costs from revenue of the project) generated from the same amounted to approximately RMB15.4 million, RMB17.3 million and RMB16.3 million, representing approximately 27.3%, 28.6% and 24.8% of our profit (which has also taken into account other expenses), respectively.
Business · 第 205 页
According to the CIC Report, it is common in the telecommunication network service industry that a supplier or subcontractor of a market player may also be its customer or vice versa, due to their different specialities, geographical markets and labour resources, and the level of our Group's overlapping of customers and suppliers/subcontractors is not anomalous compared with the industry norm.
MAE Group was one of our top five customers for FY2021, FY2022 and 6M2023.
Business · 第 299 页
During the Track Record Period, our procurement from MAE Group amounted to RMB1.7 million, RMB16.6 million, RMB2.4 million and RMB1.1 million, representing approximately 0.4%, 3.0%, 0.3% and 0.5% of our total cost of sales for FY2020, FY2021, FY2022 and 6M2023, respectively.
Business · 第 300 页
From our Group’s perspective, our Group entered into business arrangements with MAE Group given that MAE Group has long history of operation with a large customer base which is our targeted customer group (i.e. automobile manufacturers).
Therefore, the gold smelters are our major customers who are also our subcontractors.
Business · 第 168 页
Shandong Guoda was also one of our five largest subcontractors for each of FY2020, FY2021, FY2022 and 6M2023, with purchases accounted for approximately 6.0%, 7.3%, 12.2% and 10.6% of our total purchases, respectively.
Business · 第 208 页
We entered into separate agreements in respect of the sale of gold bullion and procurement of refining services and hence, all revenue derived from the sale of gold bullion to these gold smelters and the expenses paid to them for refining services were recognised on a gross basis.
泛远国际控股集团有限公司FAR International Holdings Group Company Limited02516.HK
重叠客户兼供应商收入占比最高26.6%
During the Track Record Period, a number of our customers were also our suppliers (the “Overlapped Customers and Suppliers”).
Business · 第 273 页
Therefore, it is an industry norm to have dual role customers in the cross-border logistics service industry.
Business · 第 273 页
Our Directors confirmed that the negotiations of the terms of our sales to and purchase from the Overlapped Customers and Suppliers were conducted on arms-length negotiation; and the sale and purchase were independent of and not inter-conditional with each other.
During the Track Record Period, to the best knowledge and belief of our Directors, we had three major suppliers who are also our customers.
Business · 第 282 页
The terms and conditions of the sales agreement with Tsingshan Group were generally in line with the terms and conditions with other comparable customers.
Business · 第 282 页
According to the F&S Report, it is a common practice in the industry to have overlapping customers and suppliers, for example, purchasing raw material from supplier and selling the waste material to them.
During the Track Record Period, to the best knowledge and belief of our Directors, (i) certain member entities of our top five suppliers, being Suppliers A, B, D and F, Customer H, and Tequ Husbandry, were also our customers; and (ii) save for Customer H, none of the member entities of our top five customers was our supplier.
Business · 第 274 页
For 2020, 2021, 2022 and the five months ended 31 May 2023, purchases from the member entities of our top five suppliers and customers, with which we had both sales and purchases, accounted for 19.6%, 14.5%, 18.0% and 17.0% of our total cost of sales, and our sales to them accounted for 0.6%, 0.4%, 0.2% and 0.2% of our total revenue, respectively.
Business · 第 274 页
Our Directors confirmed that all of our sales to and purchases from these companies were conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.
国鸿氢能科技（嘉兴）股份有限公司Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd.09663.HK
国鸿重塑2020年同时为前五大客户及供应商
The purchase from Guohong Refire amounted to RMB37.5 million for the year ended 31 December 2020, and the revenue generated from our sales to Guohong Refire was RMB73.0 million for the year ended 31 December 2020.
Summary · 第 15 页
The revenue generated from the sales of hydrogen fuel cell systems we purchased from Guohong Refire accounted for approximately 29.0%, nil, nil and nil of our total revenue for the years ended 31 December 2020, 2021, 2022 and the five months ended 31 May 2023, respectively.
Business · 第 289 页
Our Directors confirmed that all of our sales to and purchases from Guohong Refire were conducted in the ordinary course of business under normal commercial terms and on arm's length basis.
山西省安装集团股份有限公司Shanxi Installation Group Co., Ltd.02520.HK
重叠客户/供应商收入占比最高达22.3%
During the Track Record Period, to the best knowledge of our Directors, two of our top five customers were also our major suppliers, including Shanxi CIG and Customer D (i.e. which is the same entity as Supplier B), being our top five customers during the Track Record Period.
Business · 第 317 页
During the Track Record Period, the total revenue generated from all our overlapping customers/suppliers respectively amounted to RMB974.1 million, RMB1,612.3 million, RMB2,865.7 million and RMB765.8 million for the years ended December 31, 2020, 2021 and 2022 and the six months ended June 30, 2023, respectively representing 9.6%, 12.1%, 22.3% and 14.6% of our total revenue of respective years/period; whereas the total purchase amount paid to all overlapping customers/suppliers for respective years/period amounted to RMB652.0 million, RMB1,290.0 million, RMB1,870.1 million and RMB833.8 million, respectively representing 8.2%, 7.9%, 11.6% and 14.2% of our total purchase amount of respective years/period.
Business · 第 321 页
As advised by Frost & Sullivan, it is not uncommon in the construction industry to have overlapping customers/suppliers.
Due to the nature of our business, certain of our five largest suppliers was also our customer, which is an industry norm in the intralogistics equipment solution industry, as advised by CIC.
Summary · 第 18 页
In 2020, 2021 and 2022 and for the four months ended April 30, 2023, our procurement from Supplier A/Customer H amounted to RMB161.4 million, RMB151.5 million, RMB179.8 million and RMB44.8 million, respectively.
Business · 第 232 页
Our Directors confirm that the transactions with the overlapping customer and supplier were on normal commercial terms, because (a) we are knowledgeable of the industry and are experienced in identifying whether the commercial term is in line with market practice; (b) with respect to supplier engagement, we generally conduct negotiations with a number of suppliers as part of our supplier selection process and we will compare the commercial terms of supplier candidates in making the selection; and (c) with respect to transactions with customers, the commercial terms are heavily negotiated and customers may be in negotiations with our competitors, which ensures that the commercial terms are normal and in line with market practice.