As of the Latest Practicable Date, Mr. Wu Chunping (吳春平), the brother of Mr. Wu, held 80% of the issued share capital of Diltai, one of our five largest suppliers during the Track Record Period.
Business · 第 120 页
The Directors are of the view that the above equity interest held by the associate of our Director in Diltai did not and would not affect our ability to carry on our business independently from our Directors and their associates.
Business · 第 120 页
Our Directors are of the view that each of the related party transactions set out in Note 34 of the Accountants’ Report in Appendix I to this Document was conducted in the ordinary course of business on an arm’s-length basis and with normal commercial terms between the relevant parties, and would not distort our track record results or make our historical results not reflective of our future performance.
北京数聚智连科技股份有限公司Beijing Data Intelink Technology Co., Ltd.
2025年第一大供应商为附属层面关联人士
To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, all of our five largest suppliers were Independent Third Parties, except for Supplier G, namely Beijing Yilingchenfei Technology Co., Ltd. (北京一凌宸飛科技有限公司) (“Beijing Yilingchenfei”), which is a connected person at the subsidiary level of our Company. For details of our relationship with Beijing Yilingchenfei, see “Connected Transactions — Our Connected Person.”
(1) As of the Latest Practicable Date, Supplier F was a subsidiary of one of our [REDACTED] Investors, Dongguan Qinhe, which held 9.87% of Supplier F’s equity interests.
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During the Track Record Period, we also engaged Supplier F as one of our contract manufacturers, from whom we purchased finished goods, semi finished goods, and raw materials, such as power inductors.
As of the Latest Practicable Date, save for Supplier L (an associate of our Group in which Bai Sai Fund, a Management Shareholder, holds approximately 20% equity interests), none of our Directors, their close associates or any Shareholders which, to the best knowledge of our Directors, owned more than 5% of our issued share capital as of the Latest Practicable Date, had any interest in any of our top five suppliers in each period during the Track Record Period.
Purchases from our five largest suppliers in each year during the Track Record Period accounted for 15.6%, 9.6% and 12.2% of our total purchase amount during the same years, respectively.
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Among our five largest suppliers during the Track Record Period, Mimosa Food, Ningbo Chengji Trading Co., Ltd., and Jiangsu Haozailai E-commerce Co., Ltd. were our related parties.
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Each of the five largest suppliers in each year during the Track Record Period that were related parties but not connected persons will not become our connected persons.
江苏瘦西湖文化旅游股份有限公司Jiangsu Slender West Lake Culture and Tourism Co., Ltd.
2024年最大供应商姚友光并非独立第三方
Our purchases from our largest supplier in each period accounted for approximately 28.8%, 49.4% and 28.7% of our total purchases for the same period, respectively.
Business · 第 157 页
During the Track Record Period, except for Yao Youguang, all of our five largest suppliers in each year were independent third parties of the Group.
As of the Latest Practicable Date, Xiaomi owned 7.92% of the issued share capital of our Company.
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Our transactions with Xiaomi were conducted on arms’ length.
Business · 第 171 页
To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, all of our five largest customers (except Xiaomi and Customer B) in each year/period were Independent Third Parties.
上海锦江国际酒店股份有限公司Shanghai Jin Jiang International Hotels Co., Ltd.
控股股东锦江国际集团同列前五大客户及前五大供应商
Jin Jiang International Group, one of our five largest customers in each period during the Track Record Period, was also one of our five largest suppliers in the same periods.
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Our sales to Jin Jiang International Group amounted to RMB62.3 million, RMB108.9 million, and RMB140.7 million in 2023, 2024, and 2025, respectively, accounting for 0.4%, 0.8% and 1.0% of our total revenue in the same year/period, respectively; and our purchases from Jin Jiang International Group amounted to RMB271.1 million, RMB341.6 million, and RMB254.6 million in 2023, 2024, and 2025, respectively, accounting for 6.9%, 8.0%, and 6.6% of our total purchase amount in the same periods, respectively.
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Moreover, the major terms of transactions with each of Overlapping Customers and Suppliers and Jin Jiang International Group were similar to those with our other customers and suppliers and were in line with normal commercial terms.
During the Track Record Period, a shareholder holding 22% stake and one director of Customer C were formerly our employees, who had left us as of the Latest Practicable Date.
Business · 第 152 页
Additionally, our former Director, Mr. Sun Mingyong, served as a part-time advisor for Customer C, and had left Customer C in April 2025.
Business · 第 152 页
We confirm that the transactions with Customer C were conducted on an arm’s length basis, with terms comparable to similar transactions with other customers and pricing generally in line with the average selling prices of comparable products sold to comparable customers.
北京⾼能时代环境技术股份有限公司Beijing GeoEnviron Engineering & Technology, Inc.
单一最大股东持有客户I约20.2%权益
As of the Latest Practicable Date, Mr. Li, chairman of the Board, our executive Director and our single largest Shareholder, held approximately 20.2% interest in Customer I.
Business · 第 155 页
Customer I was one of our top five customers in 2023 and 2024. Meanwhile, Customer I was also our supplier throughout the Track Record Period.
(2) 15.12% of equity interests in Supplier E is held by NavInfo (Hongkong) Co., Limited, a member of the SeeWay.ai Group.
Business · 第 149 页
To the best of our knowledge, save for SeeWay.ai, our non-executive Director and chairman of the Board of our Company, Mr. Cheng Peng, our non-executive Directors, Mr. Jiang Sheng and Mr. Huang Weiguo, our executive Director, Mr. Wang Jianqin, none of our Directors, their respective close associates or any Shareholder who owned more than 5% of our issued share capital as of the Latest Practicable Date, had any interest in any of our five largest suppliers during the Track Record Period.
Among our top five suppliers, one of the suppliers was previously a shareholder directly holding more than 5% of our issued share capital, but its shareholding percentage declined to below 5% in March 2024.
Business · 第 161 页
Save as disclosed in the section headed ‘‘Business — Procurement and supply chain management — Major Suppliers’’ that one of the suppliers was previously a shareholder holding over 5% but fell below 5% in March 2024, to the best of our knowledge none of our Directors, their associates, or any shareholder holding more than 5% of our issued share capital as of the Latest Practicable Date had any interest in our five largest suppliers in each year/period during the Track Record Period.
To the best of our knowledge, SAIC owns 50% of equity interest in Customer B. Customer B is an equity investee and not a subsidiary of SAIC.
Business · 第 169 页
Customer B is a company primarily engaging in manufacturing automotive vehicles, incorporated in 1985, headquartered in Shanghai, China, which is a Sino-German joint venture enterprise.
浙江凯乐士科技集团股份有限公司Zhejiang Galaxis Technology Group Co., Ltd.02729.HK
董事方于前五大客户Customer G中持有权益
Our Directors confirm that, save for Customer G, none of our Directors, their respective associates or, to the best of their knowledge, any Shareholder holding more than 5% of our issued share capital, held any interest in any of our top five customers in each year/period during the Track Record Period.
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During the same years/period, our sales to such customer amounted to RMB80.0 million, RMB73.2 million, RMB1.4 million and RMB0.4 million, respectively, accounting for 12.2%, 13.3%, 0.2% and 0.1%, respectively, of our total revenue, and our purchases from such customer amounted to nil, nil, RMB8.5 million and nil, respectively, accounting for nil, nil, 1.7% and nil of our total purchases, respectively.
Tranquil Management is a company owned as to 35% by Mr. Fung, 35% by Ms. Yeung, and 30% by Ms. Fung who are our Controlling Shareholders, and is therefore our connected person.
Business · 第 197 页
To the best knowledge of our Directors, except for Tranquil Management (a company owned as to 35% by Mr. Fung, 35% by Ms. Yeung and 30% by Ms. Fung, who are our Controlling Shareholders), each of our five largest suppliers for each year during the Track Record Period is an Independent Third Party.
As of the Latest Practicable Date, HGC through its subsidiary, held 30.00% equity interests in one of our subsidiaries.
Business · 第 140 页
To the best or our knowledge, except for HGC Group, during the Track Record Period and up to the Latest Practicable Date, our five largest suppliers for each of the years/periods during the Track Record Period were all independent third parties.
MIVICE is controlled by Mr. Chongquan Luo, a former director of Shenzhen Shifang who resigned from his directorship with effect from August 26, 2025.
Business · 第 121 页
In 2023, 2024 and the nine months ended September 30, 2025, our purchase from Leonis Group amounted to €37.0 million, €24.7 million and €1.0 million, respectively, accounted for 65.5%, 41.1% and 3.4% of our total purchase amount for the respective periods.
Business · 第 121 页
The pricing terms for our purchases from Leonis and MIVICE are determined through arm’s length negotiations with reference to market prices for comparable products offered by independent third-party suppliers.
During the Track Record Period and up to the Latest Practicable Date, except for two subsidiaries of the customer C holding in aggregate approximately 7% of the shareholding in our Company, 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 such customers.
To the best of our knowledge, as of the Latest Practicable Date, except for (i) Nanjing Yuanshi Control System Co., Ltd. (南京源石控制系統有限公司) (“Nanjing Yuanshi”), in which we held 15% equity interest, (ii) Shenzhen Meisitoo Technology Co., Ltd. (深圳市美斯圖科技有限公司), in which we held 16.67% equity interest, and (iii) ROBCON TM.S.R.L, in which we held 40.11% equity interest, all of our distributors were independent third parties and none of our distributors were controlled by our former or current employees.
深圳市沃尔核材股份有限公司Shenzhen Woer Heat-Shrinkable Material Co., Ltd.09981.HK
部分经销商由前雇员控制
To the best of our Directors’ knowledge, in 2022, 2023, 2024 and the nine months ended September 30, 2025, 25, 30, 26 and 26 distributors were controlled by our former employees, respectively.
Business · 第 169 页
During the Track Record Period, revenue generated from distributors controlled by our former employees represented 0.6%, 0.7%, 0.7% and 0.7% of our revenue, respectively.