客户与供应商重叠

The total revenue we generated from the overlapping customer and supplier amounted to nil, RMB1,400.8 million, RMB1,190.3 million and RMB1,257.6 million in 2023, 2024, 2025 and the three months ended March 31, 2026, respectively, and the purchases from the overlapping customer and supplier amounted to RMB347.0 million, RMB47.6 million, RMB61.9 million and RMB132.6 million in 2023, 2024, 2025 and the three months ended March 31, 2026, respectively.

Our Directors have confirmed that none of our sales to and purchases from our overlapping customer and supplier during the Track Record Period was inter-conditional, inter-related or otherwise considered as one transaction.

We negotiate the transactions with our overlapping customer and supplier on an arm's-length basis with reasonable and fair pricing terms which were generally in line with the terms and conditions with other comparable customers and suppliers.

During the Track Record Period, Customer B and Customer C were among our five largest customers and were also suppliers of our Group.

Revenue generated from Customer B and Customer C amounted to approximately RMB101.2 million, RMB139.2 million, RMB171.4 million and RMB57.2 million in 2023, 2024 and 2025 and the three months ended March 31, 2026, respectively, accounting for approximately 9.4%, 9.8%, 10.6% and 11.6% of our total revenue for the same periods, respectively.

Our Directors confirm that the above overlapping customer and supplier relationships were incidental in nature and did not indicate any reliance by us on such overlapping customers and suppliers.

According to Frost & Sullivan, it is common in the automated manufacturing equipment industry that a supplier of a market player may also be its customer or vice versa, due to their relatively broad range of business activities ranging from R&D, production, sales of products, as well as their participation in various stages of industrial manufacturing and engineering implementation, and the level of our Group’s overlapping of customers and suppliers is not anomalous compared with the industry norm.

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 entities by responsible personnel from different departments of our Group, and the sales of products or provision of services to them and our purchases of products or procurement of labor services were neither inter-connected nor inter-conditional with each other.

Our Directors confirmed that there is no overlap in the products sold/purchased or services rendered/received for each of the overlapping customers and suppliers, and all of our sales to and purchases from these overlapping customers and suppliers were entered into after due consideration taking into account the prevailing purchase and selling prices at the relevant times, conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.

In the meantime, Supplier B, one of our principal wafer suppliers, is a distributor that procures wafers under the distribution channel of Customer A's foundry division.

We have implemented internal control measures to ensure that procurement and sales transactions with Customer A are handled independently by separate teams, and all terms remain commercially reasonable and in line with prevailing market practices.

All of our sales to and purchases from overlapping customers and suppliers were conducted in the ordinary course of business under normal commercial terms and on an arm's length basis.

During the Track Record Period, we had major customers who were also our suppliers, or vice versa (the “customer-suppliers”), respectively.

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

Our Directors confirmed that all of our sales to and purchases from these customers-suppliers were entered into after due consideration taking into account the prevailing purchase and selling prices at the relevant times, conducted in the ordinary course of business under normal commercial terms and on arm’s length basis.

One of our top five customers in 2023, a leading internet group in China, was also one of our top five suppliers in 2023, 2024, 2025 and the three months ended March 31, 2026.

Our Directors confirmed that negotiations of the terms of our sales to and purchases from the customer and the supplier mentioned above as both of our customers and suppliers were conducted on an individual basis and as a result, the sales and purchases were neither connected with nor conditional upon each other.

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.

During the Track Record Period, we had one instance of overlapping customer and supplier.

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.

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.

During the Track Record Period, Shenzhen MicroBT Group was also one of our suppliers in 2023.

In 2023, our purchase from Shenzhen MicroBT amounted to RMB0.3 million, accounting for 0.2% of our total purchases in the same year.

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.

During the Track Record Period, we had the following major overlapping customers and suppliers:

In 2023, 2024, 2025 and the three months ended March 31, 2026, Customer A/Supplier C contributed to (i) RMB236.8 million, RMB253.8 million, RMB264.2 million and RMB45.4 million of our revenue, respectively, representing 23.0%, 22.5%, 20.0% and 13.5% of our revenue for the same periods; and (ii) RMB32.5 million, RMB46.1 million, RMB39.6 million and RMB6.2 million of our total purchase amounts, respectively, representing 4.2%, 5.7%, 3.9% and 2.2% of our total purchase amounts for the same periods.

During the Track Record Period, our negotiations of the terms in the sales and purchase agreements in connection with the overlapping customers and suppliers were conducted in the ordinary course of business and on a case-by-case basis, and were not inter-conditional with each other.

Two, two, two and one of our five largest suppliers in 2023, 2024, 2025 and the three months ended March 31, 2026 were also our customers in the same years, respectively.

Three, four, four and three of our five largest customers in 2023, 2024, 2025 and the three months ended March 31, 2026 were also our suppliers in the corresponding years.

As a result of our business model, there was an overlap between our customers and suppliers during the Track Record Period.

Customer A, one of our five largest customers in 2023, 2024 and 2025 and for the four months ended April 30, 2026, was also one of our suppliers in 2023, 2024 and 2025.

Supplier B, one of our five largest suppliers in 2023 and 2024, was also one of our customers in 2023, 2024 and 2025 and for the four months ended April 30, 2026.

The overlap between customers and suppliers during the Track Record Period was due to actual business needs.

During the Track Record Period, certain of our five largest customers in each year of the Track Record Period also acted as our suppliers, or vice versa, including:

OFILM was one of our five largest customers and also one of our suppliers in 2023, 2024 and 2025, and the four months ended April 30, 2026.

Our purchases from and sales to such overlapping customers and suppliers were separate processes and took place at different stages of the industry value chain, and were conducted in the ordinary course of business and on commercial terms negotiated on an arm's length basis.

Our five largest customers in each period during the Track Record Period consisted of a total of 11 customers, four of which (Customer B, Customer E, Customer H and Customer I) and/or their affiliates were also our suppliers.

The reasons for such overlap between our suppliers and customers are as follows: (i) we purchased a small number of smartphones from our customers in the smartphone field for testing purposes; (ii) in our business dealings with certain trading companies, we both purchased raw materials from them and sold memory products to them; (iii) we engaged in separate procurement or sales transactions with subsidiaries of large conglomerates that are involved in different businesses; and (iv) we purchase a small quantity of storage products with certain specifications that we do not have, from our customers primarily engaged in the production of memory products.

The terms and conditions of the sales agreements and procurement agreements with the above customers and suppliers were negotiated on an arm’s length basis and generally in line with the terms and conditions with other comparable customers and suppliers.

Retained Zhen Ding Group is our customer and also our supplier.

In 2023, we sold certain products to Retained Zhen Ding Group for onward sale to our end customers, solely because we, as a business unit of Zhen Ding Group at the time, had not yet completed the relevant customer validation process.

Our Directors confirmed that all of our sales to and purchases from the overlapping customers and suppliers were conducted in the ordinary course of business under normal commercial terms and on an arm’s-length basis.

Customer F, one of our five largest customers in 2023 and 2024, was also our supplier in the same years, respectively.

Our revenue from Customer F amounted to RMB144.0 million and RMB170.7 million in 2023 and 2024, respectively, accounting for 2.5% and 2.3% of our total revenue in the respective years.

In addition, from a business perspective, the transactions that we entered into with the overlapping supplier-customers were on an arm’s-length, mutually independent basis under normal commercial terms.

During the Track Record Period, Supplier J, which was one of our top five suppliers in 2023, also became our customer in 2025.

In addition, Supplier M, which was one of our top five suppliers in 2024 and 2025, also became our customer as intermediary in 2025.

As some of our customers are intermediaries engaged by end clients, and such intermediaries may themselves be engaged in hardware or related data services, it is not unusual for our suppliers to also act as our customers under such circumstances according to the CIC Report.

During the Track Record Period, two of our top five customers in each year during the Track Record Period were also our suppliers.

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.

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.

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.

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.

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.

During the Track Record Period, one of our major customers, Customer A, was also our supplier for simulation software.

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.

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.

During the Track Record Period, our largest customer, Customer A, was also our supplier.

Hanmi Group, being our largest supplier during the Track Record Period, was also our customer.

According to Frost & Sullivan, it is common in the pharmaceutical industry in China for suppliers and customers to overlap, given their broad and diverse range of business activities.