During the Track Record Period, we entered into certain related party transactions from time to time, primarily related to compensation of our key management personnel, sales of raw materials and finished goods, purchase of raw materials and equipment, purchases from and provision of labor services to our related parties and leasing of properties.
Financial Information · 第 247 页
It is the view of our Directors that each of the related party transactions set out in Note 31 of the Accountants’ Report in Appendix I to this document (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.
During the Track Record Period, our revenue from the sales from our related parties was RMB3,662.0 million, RMB3,465.1 million, RMB3,585.4 million, RMB820.3 million and RMB852.0 million, in 2023, 2024, 2025 and the three months ended March 31, 2025 and 2026, respectively, representing 73.3%, 68.4%, 56.5%, 65.5% and 57.8% of our total revenue during the same years/periods, respectively.
Financial Information · 第 259 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.
Financial Information · 第 259 页
During the Track Record Period, our lease receivables primarily arose from certain equipment that we leased to two related-parties within the Haier Group.
哈尔滨誉研堂中医门诊集团股份有限公司Harbin Yuyantang Traditional Chinese Medicine Outpatient Group Co., Ltd.
向关联方提供免息贷款等非贸易交易
During the Track Record Period, our related parties primarily included our Controlling Shareholders, namely Yuyantang Investment and Zhitongdaohe Investment, and an entity which we held 15% shareholding, namely Heilongjiang Qingzhu Female Medicine Management Co., Ltd., and our transactions with related parties were non-trade in nature.
Financial Information · 第 233 页
During the Track Record Period, we provided interest-free loans to our related parties for working capital purposes. These loans were unsecured and repayable on demand.
Financial Information · 第 234 页
Our Directors are of the view that each of the related party transactions was conducted on an arm's length basis and would not distort our track record results or cause our historical results to become nonreflective of our future performance.
There is no material difference in the pricing and credit terms of our purchase transactions with such related parties compared those with other independent third-party suppliers.
Financial Information · 第 225 页
Furthermore, there were amounts due from related parties as of December 31, 2023, 2024, 2025 and May 31, 2026 of non-trade nature, which amounted to RMB3.5 million, RMB13.5 million, RMB17.6 million and RMB12.9 million, respectively, recorded as loans to associates and a joint venture under prepayments, other receivables and other assets.
Financial Information · 第 225 页
Our Directors are of the view that our related party transactions during the Track Record Period were conducted in the ordinary course of business at arm's length with reference to normal commercial terms, 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 entered into various related party transactions.
Financial Information · 第 216 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, we had amounts due from and borrowings from related parties, as well as lease arrangements with related parties, all of which were of non-trade nature.
Financial Information · 第 249 页
In addition, we entered into a lease agreement with our associate, Beijing Yueshi Robot, to lease certain properties used as office premises, with transaction amounts of RMB246,000, RMB309,000 and RMB86,000 in 2024 and 2025 and for the four months ended April 30, 2026, respectively.
Financial Information · 第 249 页
Except for the amount due from Langfang State-owned Assets Service Co., Ltd., which is expected to continue to be held in accordance with the relevant lease arrangement, all other balances with related parties had been fully settled as of the Latest Practicable Date.
During the Track Record Period, we had entered into certain transactions with our related parties.
Financial Information · 第 262 页
All the outstanding balances as at December 31, 2024 were unsecured, interest-free and of non-trade in nature.
Financial Information · 第 262 页
Our Directors confirm that all transactions with related parties described in Note 35 of the Accountants’ Report set out in Appendix I to this document were conducted on normal commercial terms and/or on terms not less favourable than terms available from independent third parties, which are considered fair, reasonable and in the interest of the Shareholders as a whole.
Among these distributors, there was an associate in which we held a 49.0% equity interest.
Business · 第 132 页
Given the limited scale of sales to this associate, we believe that our cooperation with this associate follows the same arrangement as other distributors and did not affect the overall independence of our distributor network nor indicate any material reliance by us on this associate.
Business · 第 132 页
Our Directors are of the view that our related party transactions during the Track Record Period were conducted in the ordinary course of business at arm’s length with reference to normal commercial terms, and would not distort our track record results or make our historical results not reflective of our future performance.
Our Directors are also of the view that our related party transactions during the Track Record Period would not distort our track record results or cause our historical results to become non-reflective of our future performance.
Financial Information · 第 267 页
As of December 31, 2023, 2024, 2025 and March 31, 2026, our outstanding balances was RMB3.0 million, RMB3.8 million, RMB336.9 million and RMB408.1 million with related parties of trade nature which mainly include trade and note receivables at amortized cost and prepayments, other receivables and other assets.
Our transactions with Fullsemi Semiconductor were conducted on an arm's length basis and on terms comparable to those offered by other suppliers providing similar services to us during the Track Record Period.
Business · 第 180 页
See Note 42 to the Accountant's Report set out in Appendix I to this Document for further details about our related party transactions during the Track Record Period.
Financial Information · 第 256 页
Our Directors are of the view that each of the related party transactions set out in Note 42 to the Accountant's 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.
Sales to fellow subsidiaries represented our sales of certain branded PCM products to subsidiaries of JBM Group for trading purposes, which amounted to HK$12.0 million, HK$6.5 million and HK$10.5 million for the years ended March 31, 2024, 2025 and 2026, respectively.
Financial Information · 第 237 页
We had logistics and distribution fees to a fellow subsidiary of HK$11.3 million, HK$20.3 million and HK$6.6 million for the years ended March 31, 2024, 2025 and 2026, respectively.
Financial Information · 第 237 页
We ceased to incur such fees since April 1, 2026 following the completion of the physical segregation of the relevant costs and expenses relating to us and started to record them directly under the relevant cost items for the purpose of the [REDACTED].
In 2023, 2024, 2025 and three months ended March 31, 2026, from our transaction with Shenzhen MicroBT Group, we generated revenues of RMB234.9 million, RMB284.3 million, RMB230.0 million and RMB19.3 million, representing approximately 89.9%, 51.1%, 22.0% and 9.0% of our revenues for the respective periods.
Financial Information · 第 201 页
As of December 31, 2023 and 2024, amount due from related parties, which was trade in nature, was RMB17.5 million and RMB29.3 million, respectively.
Financial Information · 第 198 页
All of these amounts are non-trade related, unsecured, interest free and repayable on demand and the balance will be fully settled before the [REDACTED].
The Directors believe that each of the related party transactions set out in Note 33 to the Accountants’ Report in Appendix I to this document was carried out in the ordinary course of business on an arm’s length basis.
Financial Information · 第 206 页
During the Track Record Period, certain of our banking loans were guaranteed by related parties. As of the Latest Practicable Date, such guarantees remained outstanding.
As of December 31, 2023, 2024, 2025 and April 30, 2026, we have guarantee for bank loans and bill payables provided free of charge with the duration period from 2023 to 2030 and from 2023 to 2027, respectively, by Mr. Cai of RMB100.1 million, RMB163.3 million, RMB336.5 million, and RMB305.3 million, which is expected to be released before [REDACTED].
Our Directors confirm that these transactions were conducted in the ordinary and usual course of business and 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.
Financial Information · 第 258 页
Our transaction with Supplier D was conducted in the ordinary course of business and carried out on commercial terms that were negotiated at arm’s length.
During the Track Record Period, we had entered into a number of transactions with the Retained Zhen Ding Group, which (except for those set out in the ‘‘Connected Transactions’’) we expect to cease prior to the [REDACTED].
Summary · 第 10 页
Our Directors believe that our transactions with related parties during the Track Record Period were conducted in the ordinary and usual course of business and on an arm’s length basis, and they did not distinct our results of operations or make our historical results not reflective of our future performance.
Financial Information · 第 239 页
In addition, we repaid our loans from our related parties in an aggregate amount of RMB1,407.8 million on June 12, 2026.
We have entered into a number of fully exempt, partially exempt and non-exempt continuing connected transactions with Anton Oilfield Group, including: (i) Lease Procurement Framework Agreement, (ii) Leasing Service Framework Agreement, and (iii) Inspection Service Framework Agreement.
Summary · 第 7 页
During the Track Record Period, the credit period we granted to Anton Oilfield Group was relatively longer than that we granted to our other major customers.
Business · 第 123 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 on normal commercial terms.
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.
During the Track Record Period, we had transactions with certain related parties on terms of conditions similar to terms with other parties that are not related parties.
Financial Information · 第 232 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 amounts due from related parties increased from RMB271.6 million as of December 31, 2023 to RMB1,763.1 million as of December 31, 2024, primarily attributable to (i) the combination of Shandong Duanxin under common control in 2024 that brought its existing business with shareholder-related counterparties into our Group and resulted in increased related party transactions and corresponding receivables, and (ii) the steady growth of our port handling services business.
Financial Information · 第 238 页
Our trade-related amounts due from related parties, which consists of trade-receivables, other receivables and prepayments, were RMB271.5 million, RMB1,310.0 million and RMB976.4 million as of December 31, 2023, 2024 and 2025, respectively, the fluctuations of which were generally in line with the changes in our amounts due from related parties.
Financial Information · 第 238 页
Our Directors are of the view that each of the related party transactions set out in Note 40 to the Accountant’s 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.