During the Track Record Period, a total of 271 overseas customers (the “Relevant Customers”) settled their payments with certain of our Group’s entities through the accounts of third parties designated by these Relevant Customers (the “Third-party Payment Arrangements”).
Business · 第 147 页
As advised by our U.S. Legal Advisor and Swiss Legal Advisor, the Third-party Payment Arrangements during the Track Record Period did not contravene any mandatory provisions of the applicable laws and regulations in the United States and Switzerland currently in effect.
Business · 第 148 页
We formulated and issued the Third-Party Collection and Payment Management Policy in December 2025, which clearly defines the administration of third-party receipts and payments, daily reconciliation procedures, handling measures for discrepancies, the application and approval processes for special circumstances and the quarterly inspection mechanism.
In 2023, 2024 and 2025 and the six months ended June 30, 2026, seven, 13, nine and 12 Relevant Customers settled payments with us under the Third-Party Payment Arrangements, and the aggregate amount of the payments so settled was approximately US$338.5 thousand, US$507.7 thousand, US$491.5 thousand and US$205.8 thousand, respectively, representing less than 1.0% of our revenue for each period.
Business · 第 150 页
As advised by our PRC Legal Advisor and our Korean Legal Advisor, in light of the above, (i) the Third-Party Payment Arrangements were not in breach or contravention of the mandatory requirements of the applicable laws and regulations of China and Korea, respectively;
Business · 第 151 页
Since May 2026, we have ceased to accept payments under any Third-Party Payment Arrangements.
During the Track Record Period, certain customers (individually or collectively, the “Relevant Customer(s)”) settled payments with us through accounts belonging to parties (individually or collectively, the “Relevant Payor(s)”) other than the contractual counterparties under the corresponding sales and purchase agreements (the “Relevant Payment Arrangements”) entered into between us and such Relevant Customers.
Risk Factors · 第 39 页
In 2023, 2024, 2025 and the four months ended April 30, 2026, the aggregate amount involving the Relevant Payment Arrangements was RMB20,657.0 million, RMB21,636.9 million, RMB24,220.6 million and RMB8,905.2 million, respectively, which represented approximately 33.2%, 31.5%, 36.9% and 38.2% of our total revenue, respectively.
Business · 第 132 页
We had notified all Relevant Customers who made payments through Payors without Authorization Letters in August 2025 that we would terminate such Relevant Payment Arrangements, with all such terminations completed by October 2025.
Our Special Legal Advisor as to Hong Kong law is of the view that (i) the Relevant Payment Arrangements do not violate any applicable laws and/or regulations in Hong Kong, (ii) the sales and purchase agreement, the Authorization Letter, the revised sales and purchase agreement and the revised Payment Notification Deed are not in breach of any Hong Kong laws and are valid, binding and enforceable as between us and the Relevant Customer, (iii) the Authorization Letter and the revised Payment Notification Deed serves as a valid document for the Relevant Customer to appoint the Relevant Payor as its agent to settle payment on its behalf, and (iv) the revised sales and purchase agreement and the revised Payment Notification Deed are enforceable against the contracting parties under the Hong Kong law.
Business · 第 137 页
As advised by our UAE Legal Advisor, Kenya Legal Advisor, DR Congo Legal Advisor, Iraq Legal Advisor, Bangladesh Legal Advisor, Ethiopia Legal Advisor, Tanzania Legal Advisor, Guinea Legal Advisor, Zambia Legal Advisor, Liberia Legal Advisor, Uganda Legal Advisor, and our Special Legal Advisor as to Hong Kong Law, (i) the Relevant Payment Arrangements do not violate any applicable local laws and regulations, (ii) the Relevant Payors are not required to obtain any specific license to make payments on behalf of the Relevant Customers, nor are we required to obtain any specific license to receive such payments from the Relevant Payors, (iii) the risk of us being required to return payments to the Relevant Payors under the Relevant Payment Arrangements is remote, (iv) the risk of us being prosecuted of money laundering, bribery or corruption solely by reason of the existence of the Relevant Payment Arrangements is remote, (v) the sales and purchase agreement, Authorization Letter, revised sales and purchase agreement and revised Payment Notification Deed are valid, binding and enforceable against the contracting parties under the applicable laws and regulations and (vi) the sales and purchase agreement, Authorization Letter, revised sales and purchase agreement and revised Payment Notification Deed complied with applicable local laws.
In 2023, 2024, 2025 and the six months ended June 30, 2026, the aggregate amounts settled through the Third-party Payment Arrangements were RMB183.8 million, RMB271.2 million, RMB306.2 million and RMB149.6 million, respectively, representing 5.0%, 6.6%, 6.4% and 5.1% of our total revenue for the same periods, respectively.
Business · 第 145 页
As advised by our PRC Legal Advisor, the Third-party Payment Arrangements accepted by our Company and our PRC subsidiary did not contravene any mandatory provisions of applicable PRC laws and regulations currently in force.
Business · 第 145 页
In exceptional circumstances where a Third-party Payment Arrangement is necessary, our employees are required to prepare a written explanation of the circumstances giving rise to the proposed arrangement, obtain approval in accordance with our internal authorization procedures and enter into a tripartite payment agreement with the relevant contractual counterparty and the relevant third-party payor before accepting any such payment.
During the Track Record Period, we accepted payments made by third parties to settle the amounts that several customers owed to us in connection with their purchases of our products.
Risk Factors · 第 44 页
In 2023, 2024, 2025 and the six months ended June 30, 2026, a total number of 49, 49, 49 and 2 Relevant Customers, respectively, utilized the Third-Party Payment Arrangement(s) to settle payments to us.
Business · 第 149 页
Based on the foregoing analysis, our PRC Legal Advisor is of the view that the risk of money laundering in relation to our business operations and the Third-Party Payment Arrangement(s) is low.
In 2023, 2024, 2025 and the four months ended April 30, 2026, the aggregate amount of third-party payments was approximately RMB123.2 million, RMB52.4 million, RMB73.9 million and RMB4.9 million, respectively, accounting for approximately 5.7%, 1.8%, 1.9% and 0.3% of our total revenue, in the same periods, respectively.
Business · 第 148 页
As of October 17, 2025, we had ceased all Third-Party Payment Arrangements for future incoming orders.
Business · 第 149 页
the likelihood that we would be imposed any administrative penalties for being deemed as violating relevant PRC laws and regulations related to tax evasion in connection with aforementioned Third-Party Payment Arrangements is remote
The aggregate amount of third-party payments was RMB4.8 million, RMB1.1 million, RMB2.5 million and RMB0.3 million, accounting for approximately 2.0%, 0.4%, 0.8% and 0.4% of the total revenue in each year/period during the Track Record Period, respectively.
Business · 第 153 页
Our PRC Legal Adviser advised that (i) no administrative or criminal penalties had been imposed on us, and (ii) no formally documented governmental investigation had been initiated against, us, in respect of such third-party payment arrangements, during the Track Record Period and up to the Latest Practicable Date.
Business · 第 153 页
In May 2025, we resolved to cease all third-party payment arrangements as part of our efforts to strengthen internal controls and standardise our payment collection procedures.
广西玉柴船电动力股份有限公司Guangxi Yuchai Marine and Genset Power Co., Ltd.
往绩记录期间存在客户第三方代付货款安排
In FY2023, FY2024 and FY2025, the number of Relevant Customers amounted to six, 12 and 15, respectively.
Business · 第 153 页
Since January 1, 2026, we had ceased to allow our customers to settle payments through Third-Party Payers.
Business · 第 153 页
As advised by our PRC Legal Advisor, (i) the Third-Party Payment Arrangements by themselves do not contravene or circumvent the applicable laws and regulations in the PRC (including anti-money laundering laws) in any material aspect, provided that the receipt of payment was performed solely as the settlement of sales of goods or services and not related to any criminal or illegal proceeds or gains
During the Track Record Period, certain of our overseas customers settled payments through third-party payors that were not the contracting counterparties (the “Third-Party Payment Arrangements”).
Risk Factors · 第 43 页
The aggregate amount they settled under the Third-Party Payment Arrangements was RMB169.8 million, RMB236.9 million, RMB389.5 million and RMB111.7 million, respectively, which accounted for 0.2%, 0.3%, 0.5% and 0.3% of the total revenue, respectively, in the same periods.
Business · 第 163 页
As advised by our PRC Legal Advisors, our Third-Party Payment Arrangements do not contravene any prohibitive provisions under PRC laws and regulations.
During the Track Record Period, we had one instance where the payment due from a customer (the “Relevant Customer”) was settled by a third-party payor.
Business · 第 186 页
The Relevant Customer and the Payor entered into two written delegation letters (the “Delegation Letters”) under which the Payor was entrusted to pay a total of approximately RMB0.8 million.
Business · 第 186 页
As advised by our PRC Legal Advisor, in light of the Settlement which gave rise to the Third-party Payment Arrangement, (i) the Third-party Payment Arrangement was not in breach or contravention of mandatory requirements of applicable laws or regulations in China (including but not limited to anti-money laundering laws); (ii) the content of the Delegation Letter is lawful and valid, and constitutes a legally binding obligation on the part of the Payor; and (iii) we had confirmed with the Representative on his intention to pay on behalf of the Relevant Customer, and the Representative made special notation to the wire transfer indicating that the payment from the Representative was to satisfy the Settlement.
During the Track Record Period, to safeguard effective collection of payments, we accepted payments from other entities within that customer’s group designated by a certain customer under a temporary fund reallocation arrangement.
Risk Factors · 第 43 页
As advised by our PRC Legal Adviser, these arrangements did not breach any mandatory PRC legal provisions, and the risk of our being required to return such funds is remote, as (i) they were based on genuine transactions and do not constitute unjust enrichment, and (ii) the underlying agreements were duly performed with no related administrative penalties incurred.
Risk Factors · 第 43 页
As of the Latest Practicable Date, all such transactions ceased and we have since brought the relevant settlement arrangements within our internal control framework with enhanced monitoring measures.
In 2023, 2024, 2025 and the six months ended June 30, 2026, the aggregate amounts settled through the Third-party Payment Arrangements were RMB344.7 million, RMB280.7 million, RMB302.7 million and RMB124.4 million, respectively, representing 0.6%, 0.4%, 0.5% and 0.3% of our total revenue for the same periods, respectively.
Business · 第 150 页
As advised by our PRC Legal Advisor, the Third-party Payment Arrangements accepted by our Company and our PRC subsidiaries did not contravene any mandatory provisions of applicable PRC laws and regulations.
Business · 第 150 页
We have adopted internal control policies governing the Third-party Payment Arrangements and issued notices to our employees requiring that payments be made directly by the relevant contractual counterparties and that Third-party Payment Arrangements be discontinued.
During the Track Record Period, certain customers (individually or collectively, the “Relevant Customer(s)”) settled payments with us through accounts belonging to parties (individually or collectively, the “Third-Party Payer(s)”) other than the contractual counterparties under the corresponding sales and purchase agreements (the “Third-Party Payment Arrangements”) entered into between us and such Relevant Customers, except where the Third-Party Payers have assumed the payment obligation to us by entering into a separate contract.
Business · 第 181 页
In 2023, 2024, 2025, and for the six months ended June 30, 2026, the number of the Relevant Customers was 57, 79, 77, and nil, respectively; and the aggregate amount settled through such Third-Party Payment Arrangements was RMB16.8 million, RMB70.0 million, RMB103.0 million, and nil, respectively, representing 0.4%, 1.1%, 1.1%, and nil of our total revenue for the corresponding year/period.
Business · 第 181 页
Based on the above and as advised by our PRC and Hong Kong legal advisors, our Directors confirm that, during the Track Record Period and up to the Latest Practicable Date, the Third-Party Payment Arrangements did not contravene any applicable PRC and Hong Kong laws and regulations.
The aggregate amount of third-party payments (the “Third-Party Payments”) we received from Third-Party Payers was RMB1.8 million, RMB1.5 million, RMB2.1 million and RMB2.3 million, which respectively accounted for 0.6%, 0.5%, 0.6% and 1.2% of our total revenue in FY2023, FY2024 and FY2025 and 6M2026.
Business · 第 153 页
As advised by our PRC Legal Adviser, our acceptance of payments through the Third Party Payment Arrangements do not contravene any prohibitive provisions under PRC laws and regulations.
Business · 第 153 页
Since November 2025, we have further enhanced and implemented additional internal control measures for Third-Party Payment Arrangements and further ceased to allow our customers to settle payments through Third-Party Payers who are third party business partners of the relevant customers.