We enter into transactions with our related parties from time to time.
Financial Information · 第 425 页
Our Directors are of the view that each of the material related party transactions set out in Note 23 to the Accountants’ Report included in Appendix I to this prospectus was conducted in the ordinary course of business on an arm’s length basis and with normal commercial terms between the relevant parties.
Financial Information · 第 425 页
Our Directors are also of the view that our material related party transactions during the Track Record Period would not distort our track record results or cause our historical results to become not reflective of our future performance.
During the Track Record Period, we had one transaction with a related party in accordance with the terms agreed with the counterparty.
Financial Information · 第 546 页
Our Directors confirm that the material related party transaction during the Track Record Period was conducted on an arm's length basis, and would not distort our results of operations over the Track Record Period or make our historical results over the Track Record Period not reflective of our expectations for our future performance.
For the years ended December 31, 2022, 2023, 2024 and the three months ended March 31, 2024 and 2025, we procured components, materials and property management services from entities controlled by our Directors and their relatives to produce our air conditioners in an aggregate amount of RMB143.0 million, RMB258.6 million, RMB339.0 million, RMB77.2 million and RMB78.7 million, respectively.
For the years ended December 31, 2022, 2023, 2024 and the three months ended March 31, 2024 and 2025, we sold air conditioners to entities controlled by our Director and a company in which a relative of one of our Directors holds a 50% equity interest in an aggregate amount of RMB27.5 million, RMB42.1 million, RMB38.5 million, RMB6.3 million and RMB5.9 million, respectively.
Financial Information · 第 360 页
As of December 31, 2022 and 2023, the amounts due to related parties in non-trade nature amounted to RMB1,243.5 million and RMB1,494.1 million, respectively.
佳鑫国际资源投资有限公司Jiaxin International Resources Investment Limited03858.HK
与CCECC的建设合同、股东贷款等关连交易
We entered into a general construction contract and an equipment procurement agreement with CCECC, a related party of our Group, in July 2021 and various construction project contracts with CCECC during the Track Record Period, with aggregate contract amount of HK$60.9 million, HK$171.5 million, HK$124.0 million and nil in 2022, 2023 and 2024 and the six months ended June 30, 2025, respectively.
Financial Information · 第 449 页
During the Track Record Period, we had outstanding loans from Jiangxi Copper HK and Ever Trillion pursuant to the 2019 Shareholder Loan Agreement and 2022 Shareholder Loan Agreement.
Financial Information · 第 450 页
We expect to settle all of our non-trade related party balances before the Listing.
The transactions involve sales of goods, including, waste lead slag for recycling, to Shuangdeng Tianpeng; and (ii) Purchases of products, including, recycled lead, from Shuangdeng Tianpeng (‘‘Tianpeng Transactions’’).
Financial Information · 第 389 页
The pricing and credit terms for Tianpeng Transactions are comparable those similar transactions with the Independent Third Parties and no favorable terms has been granted to/by Shuangdeng Tianpeng.
Financial Information · 第 389 页
Our Directors are of the view that the material related party transactions during the Track Record Period were conducted on an arm’s length basis.
Our Directors have confirmed that all business transactions with related parties were conducted in the ordinary course of business and on an arm’s length basis.
Financial Information · 第 456 页
All non-trade balances will be settled prior to listing, other than certain transactions identified in Note 33 to the Accountants’ Report included in Appendix I.
Financial Information · 第 456 页
We also serve customers through collaboration and distribution agreements with our affiliate, bolttech, which is an insurtech platform operator and operates across over 35 markets.
During the Track Record Period, we conducted related party transactions with certain operators of our managed postpartum centers.
Financial Information · 第 416 页
Our loan of HK$3 million provided to our Hong Kong JV was converted from trade receivables, and will be repaid within five years from December 31, 2023.
Financial Information · 第 416 页
In the view of our Directors, our related party transactions during the Track Record Period were conducted on an arm's length basis.
During the Track Record Period, we entered into a number of related party transactions mainly with companies in which we invested, including primarily purchase of personal protection equipment and masks manufactured by such a company for sale to our consumers.
Financial Information · 第 391 页
Our Directors are of the view that each of the related party transactions set out in Note 43 to the Accountants' Report in Appendix IA to this Prospectus was conducted on an arm's length basis and would not distort our track record results or cause our historical results to be not reflective of our future performance.
As of December 31, 2022, 2023 and 2024, we had four, 12 and 18 franchisees that were our former employees, and five, 23 and 53 of our franchised stores were beneficially owned by such persons.
Business · 第 178 页
Such connected persons included Mr. Shan Guohua (單國華) (brother of Mr. Shan, our executive Director and Controlling Shareholder), Ms. Lin Hong (林紅) (cousin of Ms. Zhou, our executive Director and Controlling Shareholder), Mr. Zhou Zishuo (周子碩) (nephew of Ms. Zhou, our executive Director and Controlling Shareholder) and Ms. Zhou Jia (周佳) (cousin of Ms. Zhou, our executive Director and Controlling Shareholder).
Business · 第 178 页
The franchise arrangements and supply agreements that we entered into with these franchisees are entirely identical to those with any other independent franchisees.
During the Track Record Period, we recorded revenue of RMB51.6 million from product sales to associated distributors who subsequently resold these products to end users related to us through our minority Shareholders in 2024, accounting for 8.1% of our total revenue for the same year.
Business · 第 235 页
These agreements are on normal commercial terms, negotiated on an arm's length basis and there are no material differences between the salient terms of these agreements.
Business · 第 235 页
Our Directors are of the view that each of the material related party transactions set out in Note 32 to the Accountants' Report included in Appendix I to this Prospectus was conducted in the ordinary course of business on an arm's length basis and with normal commercial terms between the relevant parties.
南山铝业国际控股有限公司Nanshan Aluminium International Holdings Limited02610.HK
向Santony相关方采购铝土矿及煤炭
For FY2021, FY2022, FY2023 and 9M2024, Mr. Santony, Mr. George Santos and his associates were our largest supplier of raw materials and our major supplier of bauxite.
Business · 第 215 页
The average price of bauxite we purchased from and/or through Santony and Related Parties are generally in line with or lower than that from Independent Third Party.
Financial Information · 第 361 页
During the Track Record Period, we have purchased bauxite in Indonesia locally from the associates of Mr. Santony. Our Directors expect that the transactions with the associates of Mr. Santony and Mr. George Santos in relation to the purchase of bauxite, coal, other raw materials and others shall continue upon Listing.
宜宾市商业银行股份有限公司YIBIN CITY COMMERCIAL BANK CO., LTD02596.HK
往绩记录期间与关联方存在存款及授信交易
During the Track Record Period, we entered into transactions with certain of our related parties, such as taking deposits from, extending credit facilities to, and providing other banking services to, the related parties.
Financial Information · 第 518 页
These transactions were conducted on normal commercial terms and in the ordinary course of our business.
Financial Information · 第 518 页
We believe that these related party transactions were carried out on an arm's-length basis and would not distort our results of operations during the Track Record Period or cause such results not to be reflective of our future performance.
During the Track Record Period, we entered into a number of related party transactions, pursuant to which: (i) we sold services and goods to certain related parties, (ii) we accepted guarantees from certain related parties for our borrowings, and (iii) we paid compensation to key management personnel who are related parties of our Company, among other things.
Financial Information · 第 432 页
Our Directors believe that these transactions were conducted on normal commercial terms and on an arm's length basis in the ordinary and usual course of business, and did not distort our results of operations or make our historical results not reflective of our future performance.
In 2023, we paid an amount of RMB18.9 million to Chongqing Department Store which represent the equivalent value shortage of marketing resources.
Business · 第 207 页
Consequently, we recorded a negative revenue, representing the estimated equivalent value shortage of marketing resources to be paid to Chongqing Department Store, of RMB13.2 million for the six months ended June 30, 2024.
Business · 第 207 页
The pricing and other terms in the Marketing Resource Collaboration Agreement were determined based on arm’s length negotiation between the parties, with reference to factors such as the Company’s expectation as to the marketing resource it may gather during the collaboration period.
During the Track Record Period, our related party transactions primarily included (i) sales of goods or services to associates of RMB15.3 million in 2022 and RMB26.0 million in 2023, (ii) provision of rental services to associates of RMB1.0 million, RMB0.9 million and RMB0.2 million in 2021, 2022 and 2023, respectively, (iii) purchase of goods or services from associates of RMB19.4 million, RMB11.1 million, RMB15.1 million and RMB0.1 million in 2021, 2022 and 2023 and the five months ended May 31, 2024, respectively, (iv) purchase of property, plant and equipment from an associate of RMB3.9 million in 2023, (v) purchase of goods and services from our joint venture, Guohong Refire, amounting to RMB2.6 million, RMB0.3 million and RMB10.6 million in 2021, 2022 and 2023, respectively, (vi) repayment of borrowings obtained from entities controlled by an entity with significant influence over the Group, which amounted to RMB29.5 million in 2021 and RMB123.8 million in 2022, and (vii) repayment for borrowings granted to key management personnel amounting to RMB2.5 million in 2021 and RMB0.1 million in 2022.
Financial Information · 第 501 页
Our Directors believe that the related party transactions were carried out on an arm's length basis and will not distort our results during the Track Record Period or make such results not reflective of our future performance.
During the Track Record Period, we entered into a number of transactions with related parties.
Financial Information · 第 449 页
As of April 30, 2024, the non-trade related amounts due to related parties amounted to US$8.6 million, reflecting the dividend payable to a shareholder of the Company, Mr. Wu Shang-Ying, which has no fixed terms of payment.
Financial Information · 第 452 页
It is the view of our Directors that our transactions with related parties during the Track Record Period was conducted on an arm’s length basis and with normal commercial terms between the relevant parties.
On March 25, 2020, Qiniu Information provided a loan of RMB2.0 million which is unsecured, interest-free and repayable on demand to Beijing Taiwu to support its business operation. Beijing Taiwu repaid the loan in October 2023.
Financial Information · 第 424 页
Our Directors are of the view that each of the related party transactions set out in Note 35 to the Accountants’ Report in Appendix I was conducted in the ordinary course of business on an arm’s length basis and with normal commercial terms between the relevant parties.
荣利营造控股有限公司Wing Lee Development Construction Holdings Limited09639.HK
与关连方（含控股股东亲属企业）的采购及租赁交易
During the Track Record Period, other than compensation of key management personnel of our Group and the personal guarantee by our Directors for our banking facilities, our major related party transactions can be classified into the following categories: (i) purchase of goods and services; (ii) rental payment on machinery leases; and (iii) rental income.
Financial Information · 第 371 页
In addition, during the Track Record Period, we also provided construction services, truck rental services and supplied materials to, and purchased materials from, Kai Fung Construction which is a company wholly owned by Mr. Yiu Fai.
Business · 第 213 页
In respect of the addition of our machinery of approximately HK$47.0 million for FY2023/24, approximately HK$32.4 million was purchased from China Wealth (being a group company of one of our cornerstone investors, namely Sany Hongkong Group Limited (三一香港集團有限公司) and its associated company.
During the Track Record Period, we entered into transactions with our related parties that are trade in nature, primarily: (i) Yongkang Shijimei Trading Co., Ltd. (永康市時集美貿易有限公司) (“Shijimei”), a company primarily engaged in the sales of household goods that is controlled by close family members of Ms. Lyu; (ii) Yongkang Yangxi Color Printing Packaging Factory (永康市 楊溪彩印包裝廠) (“Yangxi”), a supplier of packaging materials controlled by Ms. Lyu; and (iii) Zhejiang Leshengen, controlled by Mr. Zhang and Ms. Lyu.
Financial Information · 第 418 页
Our other payables to related parties that are non-trade in nature comprised an interest-free loan of RMB18.5 million from Ms. Lyu, which we repaid in full in 2022.
Financial Information · 第 419 页
It is the view of our Directors that each of the related party transactions set out in note 34 of the Accountant’s Report in Appendix I to this prospectus (i) were conducted on arm’s length basis and on normal commercial terms, which are considered fair, reasonable and in the interest of our Shareholders as a whole; and (ii) do not distort our financial results during the Track Record Period or make our historical results not reflective of our future performance.
During the Track Record Period, we had entered into certain related party transactions (for details, see Note 31 to the Accountants’ Report in Appendix I to this prospectus).
Financial Information · 第 494 页
Our Directors confirm that all related party transactions set out above (i) were conducted on normal commercial terms and/or on terms not less favorable than terms available from Independent Third Parties, which are considered fair, reasonable and in the interest of our Shareholders as a whole; and (ii) do not distort our Track Record Period results or make our historical results not reflective of future performance.