To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, all of our top five customers were independent third parties, except for Customer A and Customer C, which are also our shareholders.
Business · 第 278 页
As of the Latest Practicable Date, to the best of our knowledge, none of our Directors, their respective close associates or any shareholder who owned more than 5% of our issued share capital had any interest in any of our five largest customers in each period during the Track Record Period.
During each year/period of the Track Record Period and up to the Latest Practicable Date, none of our Directors or their respective close associates or any of our shareholders, to the knowledge of our Directors, owned more than 5% of our issued shares, had any interest in any of our five largest customers (except for Chery Holding).
Business · 第 272 页
During each year/period of the Track Record Period and up to the Latest Practicable Date, none of our Directors or their respective close associates or any of our shareholders, to the knowledge of our Directors, owned more than 5% of our issued shares, had any interest in any of our five largest suppliers (except for Chery Holding).
健康160国际有限公司160 Health International Limited02656.HK
前五大客户之一客户B与本集团存在投资关系
In October 2019, 160 Medicine invested in a pharmaceutical e-commerce company (the “Investee Company”), in which customer B holds a 51% equity interest.
Business · 第 336 页
Following the investment, 160 Medicine did not participate in the Investee Company’s daily operations or management and has withdrawn from its board of directors since September 2024.
Business · 第 336 页
As confirmed by our Directors, the pricing and payment arrangements between customer B and us are consistent with those applied to other independent customers.
Shenzhen Xiejin was controlled as to 40% by Dr. Hon through Dahon Technology before June 2022.
Business · 第 165 页
In 2023 and 2024, our purchase from Shenzhen Xiejin amounted to RMB5.1 million and RMB9.1 million, respectively, accounted for 2.6% and 2.9%, respectively, of our total purchase amount for the respective periods.
Business · 第 165 页
Save for Shenzhen Xiejin, during the Track Record Period and as of the Latest Practicable Date, none of our Directors, their associates or any of our shareholders (who owned or to the knowledge of Directors had owned more than 5% of our issued share capital) had any interest in any of our five largest suppliers in each year/period during the Track Record Period.
There were a limited number of instances during the Track Record Period of our former employees becoming shareholders or legal representatives of certain distributors.
Business · 第 209 页
Revenue from such distributors amounted to RMB882.0 million, RMB1,292.9 million, RMB719.0 million and RMB259.8 million in 2022, 2023, 2024 and the three months ended March 31, 2025, respectively, accounting for approximately 4.5%, 5.2%, 2.4% and 3.6% of our total revenue during the same period, respectively.
Business · 第 209 页
There was a distributor during the Track Record period is a company in which a relative of one of our Directors holds a 50% equity interest, and hence a connected person of our Company.
佳鑫国际资源投资有限公司Jiaxin International Resources Investment Limited03858.HK
前五大供应商中含关连方CCECC及江西铜业
Save for CCECC and Jiangxi Copper Corporation, all of our five largest suppliers in each year or period during the Track Record Period were Independent Third Parties.
Summary · 第 20 页
Save for CCECC and Jiangxi Copper Corporation, none of our Directors or their associates, and none of our existing Shareholders who (to the knowledge of our Directors) own more than five percent of our issued share capital, had any interest in any of our five largest suppliers in each year or period during the Track Record Period.
佳鑫国际资源投资有限公司Jiaxin International Resources Investment Limited03858.HK
与控股股东关联方江西铜业香港订立销售协议
As of the Latest Practicable Date, we had entered into scheelite sales agreements with (i) Jiangxi Copper Hong Kong Company Limited, which is our connected person, and (ii) Jiangxi Tungsten Corporation Limited, which is an Independent Third Party, with respect to the sales of scheelite concentrate in 2025 and 2026.
Business · 第 282 页
Jiangxi Copper Hong Kong Company Limited is our connected person, our transactions with them would constitute non-exempt continuing connected transactions under Chapter 14A of the Listing Rules after the Listing, see “Connected Transactions—Non-exempt continuing connected transactions subject to reporting, annual review, announcement and independent shareholders’ approval requirements—Scheelite sales agreement” for details.
(1) To the best of our knowledge, one of our shareholders who owned more than 5% of our issued share capital had less than 10% equity interests in each of Customers 2 and 9.
Business · 第 218 页
To the best of our knowledge, as of the Latest Practicable Date, except as disclosed above, none of our Directors, their respective close associates or any of our shareholders (who owned or to the knowledge of Directors had owned more than 5% of our issued share capital) had any interest in any of our five largest customers.
Supplier E indirectly holds approximately 8.8% equity interest in Hankang SME, who owned 1.71% of our total issued share capital as of the Latest Practicable Date.
Business · 第 427 页
Save for Supplier E, all of our five largest suppliers in each year/period during the Track Record Period were Independent Third Parties.
Grand Diamond (a wholly-owned subsidiary of Grand Pharma Group) and CNCB Grand Healthcare Investment Fund LP (a fund which is indirectly invested into and managed by an associate of the controlling shareholder of Grand Pharma Group) are our Series B Investor and our Series C Investor, respectively.
Business · 第 336 页
We consider that the terms of the Licensing Agreement are fair and reasonable and the transactions contemplated thereunder are in the interests of our Company and our Shareholders as a whole.
Among our five largest customers in each year during the Track Record Period, Customer F and Customer H are subsidiaries of our indirect shareholders. We generated revenue of RMB7.0 million, RMB14.5 million, and RMB7.8 million from Customer F in 2022, 2023 and 2024 and generated revenue of RMB14.4 million from Customer H in 2022.
Business · 第 211 页
To the best of our knowledge, as of the Latest Practicable Date, except for Customer F and Customer H who are subsidiaries of our indirect shareholders, none of our Directors, their close associates or any of our Shareholders who owned more than 5% of the issued share capital of our Company, had any interest in our five largest customers in each year during the Track Record Period.
Business · 第 217 页
Furthermore, Customer F, a subsidiary of a leading multinational technology company listed on the Stock Exchange and NYSE, is expected to continue allocating significant advertising budgets to us.
During the Track Record Period, Yisainuo Information Technology, along with its affiliated entities, was one of our top five digital marketing service providers.
Business · 第 226 页
From June 2003 to August 2017, Mr. Wang Yapeng, our chairman of the Board of Directors and executive Director, served as an executive director, general manager, and/or supervisor of various affiliated entities of Yisainuo Information Technology.
Our purchase amount from the supplier was RMB86.9 million for the year ended December 31, 2023 and RMB9.1 million for the year ended December 31, 2024, and the supplier was not one of our five largest suppliers for our cross-border social e-commerce business for the respective periods.
Business · 第 227 页
As of the Latest Practicable Date, this supplier was majority-owned by Mr. Liu Yupeng (劉玉鵬), who held positions as a director, manager and, through entities controlled by him, a minority shareholder in one of our subsidiaries.
Business · 第 227 页
The pricing terms between the supplier and us are determined through arm's length negotiations and are comparable to the arrangement with other digital marketing service suppliers.
In addition, except for Customer G in which we held a 19.9% equity interest as of the Latest Practicable Date, to the best knowledge of our Directors, there is no other relationship or arrangement (including family, business, financing, guarantee, or otherwise in the past or present) between any of our five largest customers in each year during the Track Record Period and us.
Business · 第 322 页
In addition, except that, as of the Latest Practicable Date, Supplier C held a 2.94% equity interest and Supplier D held an 8.82% equity interest in a subsidiary of our Company, to the best knowledge of our Directors, there is no other relationship or arrangement (including family, business, financing, guarantee, or otherwise in the past or present) between any of our five largest suppliers in each year during the Track Record Period and us.
To the best knowledge and belief of our Directors, save for (i) Jinjiang Libaida which was owned as to 51% by Mr. Zeng Guodong, our executive Director, prior to our acquisition in October 2023; and (ii) Lantu Group which was our former group of subsidiaries prior to our disposal in September 2023, none of our Directors or Shareholders who own more than 5% of the issued share capital of our Company immediately following completion of the Capitalisation Issue and the Global Offering, nor any of their respective associates, had any interest in any of the five largest customers of our Group for each year or period during the Track Record Period.
Business · 第 184 页
Jinjiang Libaida was our customer prior to our acquisition in October 2023.
Business · 第 184 页
Lantu Group was formerly a group of our subsidiaries prior to the Reorganisation, and became our customer upon disposal in September 2023.
南山铝业国际控股有限公司Nanshan Aluminium International Holdings Limited02610.HK
最大客户Press Metal为公司主要股东
Press Metal is a substantial shareholder of our Company and is the largest integrated aluminium company in Southeast Asia, with an annual alumina demand of over two million tons.
Summary · 第 4 页
Press Metal is a Substantial Shareholder of our Company. Our Group became acquainted with Press Metal through its share subscription in BAI in 2019, and to the best knowledge of our Directors, Press Metal was introduced to Nanshan Aluminium through their common customer in or around 2013, which prompted their business cooperation via BAI.
Business · 第 204 页
the average selling price of alumina with Press Metal Group was within the range of that with Independent Third Party customers.
During the Track Record Period, certain of our franchisees were our former employees or then-current employees. As of December 31, 2021, 2022 and 2023 and September 30, 2024, we had 8, 11, 13 and 26 franchisees who were our former employees or our then-current employees, respectively.
Business · 第 223 页
The revenue contribution from these franchisees was immaterial, collectively accounting for 0.14%, 0.09%, 0.06% and 0.08% of our revenue in 2021, 2022, 2023 and the nine months ended September 30, 2024, respectively.
Business · 第 223 页
The franchise agreements that we entered into with these franchisees have the same terms and conditions as those in the franchise agreements with other franchisees.
Supplier I, Zhejiang Mingxing Packaging, is headquartered in Taizhou and engages in the sale of packaging materials. For details of our transactions with Zhejiang Mingxing Packaging, see “Connected Transactions.”
Business · 第 203 页
To the best of our knowledge, except for Supplier I, our five largest suppliers in each year of the Track Record Period were all independent third parties.