As of December 31, 2023, 2024 and 2025 and June 30, 2026, we had loans from related parties of US$7.6 million, US$6.9 million, US$6.9 million and US$126.2 million, respectively.
Financial Information · 第 241 页
To finance the Buy-back Arrangement, we borrowed US$120.0 million of loans from two related parties.
Financial Information · 第 241 页
Our Directors confirm that these transactions were conducted on arm’s length basis and entered into in the ordinary course of business and would not distort our track record results or make our historical results not reflective of our future performance.
Our interest income from related parties remained stable at RMB0.7 million and RMB0.8 million in FY2024 and FY2025, respectively, primarily represent the interests received from shareholders.
Financial Information · 第 241 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, our prepayments, deposits and other receivables primarily comprised (i) other receivables, representing amounts due from the employee shareholding platforms for the repurchase prices paid to the resigned employees on behalf of the platforms, as well as the placement of a capital reduction guarantee deposit with one of our shareholders, (ii) prepayments to suppliers and prepaid expenses, primarily to procure raw materials, software and related services, (iii) deposits for targeted capital repurchase, see Note 23 of Appendix I to this document, and (iv) prepayment other tax expense, mainly representing deductible input VAT.
Financial Information · 第 249 页
Our prepayments, deposits and other receivables decreased from RMB19.6 million as of December 31, 2024 to RMB13.6 million as of December 31, 2025, primarily attributable to (i) a decrease in deposits for targeted credit losses, reflecting the receipt of the capital reduction guarantee deposit previously placed with one of our shareholders upon the completion of the capital reduction, and (ii) a decrease in prepaid other tax expenses in line with the increase of sales in 2025.
Financial Information · 第 250 页
Our Directors believe that our transactions with related parties during the Track Record Period and up to the Latest Practicable Date were conducted on an arm’s length basis, and they did not distort our results of operations or make our historical results not reflective of our future performance.
During the Track Record Period, our Group made a loan to Mr. Feng, which had been settled in July 2024.
Financial Information · 第 233 页
Our Directors are of the view that the related party transactions were 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 233 页
Our current deposits, prepayments and other receivables decreased from RMB240.3 million as of December 31, 2023 to RMB174.1 million as of December 31, 2024, primarily due to the amounts due from a related party of RMB70.0 million incurred as of December 31, 2023, which had been settled in July 2024, partially offset by an increase in prepaid expenses, mainly in relation to the prepaid rental for our new integrated distribution center in Dongguan.
The Company has entered into a transaction which will constitute a continuing connected transaction under Chapter 14A of the Listing Rules upon the Listing.
Summary · 第 21 页
Our Directors confirm that these transactions were conducted in the ordinary and usual course of business and on arm’s length basis.
On March 20, 2024, we entered into a loan agreement with Yunnan Lingwei, pursuant to which we provided a short-term loan facility in the amount of RMB150.0 million to Yunnan Lingwei (an energy storage asset investment company in which our Company holds an 18% equity interest as of the Latest Practicable Date) to support its business operations.
Financial Information · 第 238 页
Such amount had been fully settled on January 8, 2026.
Financial Information · 第 238 页
As of the Latest Practicable Date, the loan remained outstanding as it was entered into in December 2025 with a term of one year from the date of loan disbursement and had not yet matured. The loan is expected to be repaid by the end of 2026.
During the Track Record Period, the related party transaction represented our loan to one of our Directors at an interest rate of 3.45% and 3.10%, which had been fully repaid as of the Latest Practicable Date.
Financial Information · 第 268 页
To ensure optimised corporate governance, we will discontinue all financial assistance received from, or provided to our connected persons upon the [REDACTED] and going forward.
Financial Information · 第 268 页
Interest income from a related party represented the interests accrued from an interest-bearing loan to one of our Directors, which had been fully repaid by the relevant Director.
We enter into transactions with our related parties from time to time during our ordinary course of business and on terms of transactions similar to terms with other entities that are not related parties.
Financial Information · 第 208 页
Our Directors are of the view that each of the related party transactions was conducted in the ordinary and usual course of business and on normal commercial terms between the relevant parties and does not distort our Track Record Period results or make our historical results not reflective of future performance.
Our balance with related parties that was non-trade in nature represented interest-bearing bank and other borrowings with China South Industries Group Finance of RMB820.0 million, RMB1,500.0 million and RMB310.0 million as of December 31, 2023, 2024 and 2025, respectively.
Financial Information · 第 256 页
Such borrowings with related parties will be fully settled before the [REDACTED].
Our related party transactions during the Track Record Period were non-trade in nature, which primarily included (1) certain loans to the management and then shareholders of the Company, which have been settled during 2024, and (2) trade sales to an associate of our Company.
Financial Information · 第 254 页
Our Directors are of the view that our related party transactions during the Track Record Period were fair and reasonable, and would not distort our track record results or make our historical results not reflective of our future performance.
During the Track Record Period, we rendered loans to related parties and the loans were interest bearing and in compliance with the relevant laws and regulations.
Financial Information · 第 236 页
Our Directors are of the view that each of the related party transactions set out in Note 36 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.
上海悦普数智科技股份有限公司Shanghai Yuepu Digital Intelligence Technology Co., Ltd.
向一名联营公司提供短期无贸易垫款
Our prepayments, other receivables and other assets consist primarily of (i) prepayments to suppliers, mainly representing advance payments made to social media platforms to support our campaign execution, (ii) deposits, primarily representing security deposits for office premise leases, platform cooperation and campaign execution, (iii) loans to an associate, primarily representing short-term non-trade advances to an associate of our Group for its temporary working capital needs, (iv) deductible input VAT, (v) other miscellaneous receivables in the ordinary course of our business, and
Our Directors and Commissioners are of the view that the related party transactions set out in Note 32 to the Accountant’s Report in Appendix I to this Prospectus, were conducted in the ordinary course of our business, on an arm’s length basis and with normal commercial terms between the relevant parties.
Our Directors are of the view that each of the related party transactions set out in Note 34 to the Accountants’ Report in Appendix I to this document 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.
Financial Information · 第 202 页
The loans to related parties were unsecured, interest-free and repayable on demand.
Financial Information · 第 190 页
Amount due to a related party represented an interest-free, payable on demand cash advance from a related party[, which will be settled before the [REDACTED].]
In 2023, we provided full loss allowance of RMB17.4 million for the loans to Beijing Tao Niang, considering such party’s deteriorating financial condition and operating performance and the absence of a feasible recovery plan, which cast significant doubt on its ability to repay the outstanding balance.
Financial Information · 第 221 页
The consideration was determined with reference to the fact that Beijing Tao Niang had net liabilities and was making losses at the time of the 2022 Disposal.
Financial Information · 第 221 页
Our Directors are of the view that each of the related party transactions set out in Note 28 to the Accountants’ Report included 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.
北京融信数联科技股份有限公司Beijing Rongxin Datainfo Science and Technology Co., Ltd.
执行董事贷款及关联方资金往来
Such loan with an amount of RMB5 million was provided to Mr. Cheng in August 2025
Financial Information · 第 228 页
Except for the loan due from Mr. Cheng which bears an interest rate of 10% per annum, our amounts due from related parties are unsecured, interest free and repayable on demand. As at the Latest Practicable Date, our amounts due from related parties have been fully settled.
Financial Information · 第 229 页
Balance of due to related parties and other party represented loans borrowed from related parties of our Company and other party to support the working capital of our Company during the Track Record Period.
A loan that we borrowed from Huiyuan Group with principal amount of RMB5.0 million (equivalent to approximately US$0.7 million) on April 6, 2022.
Financial Information · 第 233 页
The remaining loans from related parties of a non-trade nature amounted to approximately US$1.4 million (equivalent to RMB10.0 million) as of December 31, 2025, and had been fully settled as of the Latest Practicable Date.
Financial Information · 第 235 页
Our Directors believe that our transactions with related parties during the Track Record Period were conducted on an arm’s length basis, and they did not distort our results of operations or make our historical results not reflective of our future performance.
Our other receivables and prepayments increased from RMB34.0 million as of December 31, 2023 to RMB74.0 million as of December 31, 2024, primarily due to an increase in the loan to a shareholder of RMB39.3 million.
Financial Information · 第 191 页
The loan bears no contractual interest and the shareholder used the loan proceeds to acquire our Shares.
Financial Information · 第 191 页
Our other income and gains/(loss), net decreased from net gains of RMB5.0 million in 2024 to net gains of RMB1.6 million in 2025, primarily due to the recognition of income from loan to a shareholder of RMB4.8 million in 2024, representing gains entitled to us under a loan arrangement whereby the shareholder used the loan proceeds to acquire shares and agreed to remit to us the gains from any subsequent transfer of such shares.
Pursuant to loan agreements entered between our Group and Mr. Kang in 2024, loans with a total principal amount of US$0.9 million and interest rates from 4% to 5% per annum was granted and repayable in year of 2030.
Financial Information · 第 224 页
Such loan receivables has been fully settled during FY2025.
Financial Information · 第 224 页
Amounts due to related parties are unsecured, interest-free and repayable on demand. Outstanding amounts due to related parties as of 31 December 2024 have been fully settled as of 31 December 2025.