主要客户供应商重叠

Our aggregate procurement from Supplier A amounted to RMB17.6 million, RMB36.3 million and RMB40.1 million in 2023, 2024 and 2025, respectively, accounting for 8.4%, 13.3% and 12.4% of our total purchases for the same years, respectively.

Our aggregate sales to Supplier A amounted to RMB2.5 million, RMB1.7 million and RMB2.2 million in 2023, 2024 and 2025, respectively, representing 0.5%, 0.3% and 0.3% of our total revenue for the respective years.

Negotiations of the terms of our sales to and purchases from Supplier A were conducted on a transaction-by-transaction basis, and we have established solid business relationships with Supplier A.

Supplier I was one of our top five suppliers in 2024 and 2025, with purchase amount accounting for 4.7% and 6.7% of our total purchases in the periods, respectively. It was also our customer in 2024 and 2025.

Supplier B was one of our top five suppliers in 2023, with purchase amount accounting for 6.5% of our total purchases in 2023. It was also our customer in 2025.

Our Directors are of the view that all of our sales to and purchases from these overlapping customers and suppliers were conducted in the ordinary course of business under normal commercial terms.

During the Track Record Period, Supplier D and Supplier E, each of which ranked among our five largest suppliers in 2023, were also our customers during the same years.

In respect of Supplier E, we derived revenue of RMB52.1 million, RMB51.9 million and RMB42.7 million for e-commerce operation services and branding services, accounting for 4.0%, 3.7% and 2.7% of our revenue in the respective years.

Our sales to and purchases from Supplier D and Supplier E were conducted in the ordinary course of business and on commercial terms negotiated on an arm’s length basis.

Customer E, one of our five largest customers in 2024 and 2025, was also our supplier in 2025.

Supplier A, one of our five largest suppliers in 2023 and 2024, was also our customer in 2025.

Our Directors confirm that (i) such overlapping customer-supplier relationships represented normal commercial arrangements in the ordinary and usual course of business, (ii) the terms of these transactions were fair and reasonable, (iii) 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 nor inter-conditional with each other, and (iv) such arrangements did not have any adverse impact on our operational independence, pricing mechanisms or business arrangements.

AstraZeneca, being our only customer during the Track Record Period, was also our supplier in 2024 and 2025.

Our purchases from AstraZeneca as a percentage of our total purchases was 22.4% and 37.3% in 2024 and 2025, respectively.

Our Directors confirm that all of our sales to and purchases from AstraZeneca were conducted in the ordinary course of business under normal commercial terms and on arm's length basis.

In 2023, 2024 and 2025, to the best knowledge and belief of our Directors, one, three, and three of our top five customers was also our supplier in the respective years.

During the same years, our purchases from such customers amounted to RMB2.8 million, RMB7.8 million, and RMB6.3 million, accounting for 0.3%, 0.6%, and 0.5%, respectively, of our total purchases, and our revenue generated from such customers accounted for 18.3%, 85.3% and 77.3%, respectively, of our revenue.

The pricing and other terms of contracts that we entered into with such customers are substantially the same as those we enter into with other customers and suppliers for similar products and services.

During the Track Record Period, we had five overlapping major customers and suppliers.

In 2023, 2024 and 2025, we also had two, one and three of our five largest suppliers that were also our customers, respectively.

Our Directors confirm that all our sales to and purchases from the overlapping customers and suppliers were conducted at arm’s length in the ordinary course of business, and under normal commercial terms.

Customer B, one of our five largest customers in 2023, 2024 and 2025, was also our supplier in 2023, 2024 and 2025.

M&G Corporation, one of our five largest suppliers in 2023 and 2024, was also our customer in 2023, 2024 and 2025.

All of our sales to and purchases from Customer B and M&G Corporation were conducted in the ordinary course of business under normal commercial terms and on an arm’s length basis.

During the Track Record Period, Supplier K was also our customer.

The total revenue we generated from the overlapping customer and supplier amounted to RMB5.5 million and RMB9.5 million in 2024 and 2025, respectively, and the purchases from the overlapping customer and supplier amounted to RMB3.3 million and RMB44.5 million in 2024 and 2025, respectively.

We negotiate the transactions with our overlapping customer and supplier on an arm’s length basis.

During the Track Record Period, all of our major customers were also our suppliers in the respective years.

In 2023, 2024 and 2025, our purchase amount attributable to these customer-suppliers in each year during the Track Record Period amounted to RMB261.8 million, RMB181.0 million and RMB254.4 million, respectively, which accounted for 12.1%, 9.4% and 11.2% of our purchases, respectively.

In 2023, 2024 and 2025, our sales amount attributable to these supplier-customers in each year during the Track Record Period amounted to RMB928.6 million, RMB572.4 million and RMB741.4 million, respectively, which accounted for 32.5%, 19.2% and 21.9% of our revenue, respectively.

According to Frost & Sullivan, it is an industry norm for consumer goods companies to engage in such dual relationships, purchasing marketing-related services and simultaneously selling products to the same counterparties.

During the Track Record Period, among the five largest customers in each year, Customer A, Customer B and Customer D were also our suppliers.

During the Track Record Period, among the five largest suppliers in each year, Supplier C, Supplier D, Supplier G, Supplier H and Supplier I were also our customers.

In 2023, 2024 and 2025, four, four and three suppliers among our five largest suppliers in each period during the Track Record Period were also our customers in the corresponding year, and our sales to them amounted to 11.8 %, 16.3% and 6.2% of our total revenue in the corresponding period, respectively.

Our Directors are of the view that the transactions that we entered into with the overlapping supplier-customers were on an arm’s-length, mutually independent basis under normal commercial terms.

We recorded a total procurement amount from Customer B/Supplier E of RMB2,667.9 million and RMB4,628.7 million in 2023 and 2024, respectively, including the aforementioned one-off transaction of RMB1,509.3 million and RMB3,278.5 million, respectively.

Customer C started to provide raw materials and R&D services to us in 2024, and our purchase from Customer C amounted to RMB6.4 million and RMB1.6 million in 2024 and 2025, respectively, representing 3.4% and 1.2% of our total purchase amount in the respective year.

Our procurement of products and services from Customer C was primarily due to its quality and cost efficiency for offering such products and services.

Negotiations of the terms of our sales to and purchases from the overlapping customer/supplier were conducted with different entities in its group on an individual basis by responsible personnel from different departments of our Group, and the sales of our pharmaceutical intermediates to it and our purchases of services and products from it were neither inter-connected nor inter-conditional with each other.

In 2023, 2024 and 2025, our revenue from top five customers who were also our suppliers was RMB5.3 million, RMB8.1 million and RMB26.4 million, respectively, representing 2.0%, 2.1% and 5.5% of our total revenue in the same years.

During the same years, our purchases from Supplier C amounted to RMB10.3 million, RMB4.7 million and RMB2.7 million, accounting for 8.0%, 2.1% and 1.1% of our total purchase amount, respectively.

Our Directors confirmed that all of our sales to and purchases from these overlapping customers and suppliers were conducted in the ordinary course of business under normal commercial terms and on an arm's length basis, and these overlapping customers and suppliers are Independent Third Parties.

During the Track Record Period, we had one overlapping customer and supplier, the Carraro Group purchased our products and supplied certain materials.

For the same periods, our purchase amounts from the Carraro Group amounted to approximately RMB58.4 million, RMB73.6 million and RMB46.8 million respectively, amounting to 10.0%, 11.0% and 7.6% of our total purchases.

The products we purchased from the Carraro Group primarily comprise specialized components, such as clutches, that are not readily available from local suppliers in China due to technical implementation barriers or low volume requirements.

In 2023, 2024, and 2025, our purchases from Supplier F were RMB7.1 million, RMB60.5 million, and RMB5.2 million, which accounted for 3.1%, 12.3%, and 1.2% of our total purchases in the respective years, and our sales attributable to Supplier F were RMB3.2 million, RMB0.8 million, and nil, which accounted for 1.8%, 0.6%, and nil of our total sales in the respective years.

The transactions that we entered into with the Supplier F were on an arm's-length, mutually independent basis under normal commercial terms. The sales and purchases were neither interconnected nor inter-conditional.

According to CIC, such an overlap is not uncommon in the industry where we operate.

One of our major customers, eKontrol, was also our supplier during the Track Record Period.

Our Directors have confirmed that all of our sales to and purchases from eKontrol were conducted in the ordinary course of business under normal commercial terms.

The revenue contribution of sales to eKontrol was relatively higher in 2023 primarily because we received a substantial one-off order for industrial machinery components from the eKontrol Group in 2023, driven by relatively strong order demand for its products that year.

Supplier A was among our five largest suppliers and our five largest customers in each year of the Track Record Period.

In 2025, we procured fleet capacity services from Supplier I to supplement our service capacity in certain regions, while Supplier I also purchased ride-hailing services from us to supplement its own transportation capacity, thereby forming a reciprocal commercial relationship.

Our Directors are of the view that the transactions with the overlapping supplier-customers were conducted at arm’s length, mutually independent and under normal commercial terms.

During the Track Record Period, some entities of certain top customer groups also sold pharmaceutical products to us. The total amount of purchase paid to these entities was RMB280.3 million, RMB311.7 million and RMB28.3 million, accounting for 3.2%, 3.4% and 0.3% of our total purchase for 2023, 2024 and 2025, respectively.

The total amount of sales to these entities was RMB303.1 million, RMB203.0 million and RMB55.1 million, accounting for 3.1%, 2.0% and 0.5% of our total revenue for 2023, 2024 and 2025, respectively.

Negotiations of the terms of our sales to and purchases from these customers were conducted on an individual basis and the sales were neither inter-connected nor inter-conditional with each other.

During the Track Record Period, one of our five largest customers in 2025, namely Customer I, was also a supplier during the Track Record Period.

In 2023, 2024 and 2025, our procurement from Customer I accounted for approximately 0.0%, 0.1% and 0.1% of our total procurement for the respective years.

Our Directors have confirmed that all of our sales to and purchases from the aforementioned overlapping customer and supplier were conducted in the ordinary course of business under normal commercial terms.