| RELATED PARTY TRANSACTIONS |
| 20. | RELATED
PARTY TRANSACTIONS |
SUMMARY OF RELATED PARTY TRANSACTION RELATIONSHIP
| Name | |
Relationship with the Group |
| Mr. Xiaoping Chen | |
Founder |
| Foshan Viomi and its subsidiaries (“Foshan Viomi”)* | |
Controlled by a principal shareholder of the Company |
| Xiaomi | |
Shareholder of the Group |
| * | Due to the Disposal
as mentioned above (See Note 1), the existing VIE contractual arrangements between Yunmi Hulian and Foshan Viom was terminated on July
19, 2024, which resulted in Foshan Viomi’s shareholder, Mr. Chen, fully controlling Foshan Viomi and its subsidiaries. As a result,
Foshan Viomi and its subsidiaries became to the Group’s related parties since August 31, 2024. |
The
Group’s relationship with Xiaomi
Xiaomi
is the Group’s strategic partner and shareholder.
The
Group’s sales to Xiaomi are governed by a business cooperation agreement, pursuant to which Xiaomi is responsible for the distribution
and sales of such products through their network and sales channels.
The
Group also sells products through Xiaomi’s online e-commerce channel Xiaomiyoupin.com, and is charged of commissions pursuant to
a commission sales agreement.
Transaction
with Xiaomi
Business
cooperation agreement
The
current business corporation agreement entered into in 2024 with Xiaomi governs all the Group’s sales to Xiaomi. It will expire
in September 2026.
Under
the business cooperation agreement, (i) certain products sold to Xiaomi are exclusively designed for and can only be sold to Xiaomi,
(ii) Xiaomi shall purchase these products at a price that covers all of the Group’s costs of raw materials, outsourcing manufacture,
models, logistics and paid intellectual property licensing fees, in connection with the manufacture and delivery of these products, and
(iii) Xiaomi and the Group shall share gross profits, derived from sales of these products, the retail prices of which were set by Xiaomi
and the Group together.
VIOMI TECHNOLOGY CO., LTD
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER
31, 2023, 2024 AND 2025
(Amounts in thousands, except
shares, ADS, per share and per ADS data)
| 20. | RELATED
PARTY TRANSACTIONS (Continued) |
Youpin commission sales agreement
The Group has entered into a commission
sales agreement with Xiaomi for the sale of the Group’s own branded products on an E-platform operated by Xiaomi, namely Youpin.
The commission sales agreement expired on December 31, 2023. The agreement has been renewed in 2024 and it has become non-fixed-term agreement
since then. Furthermore, this agreement may be terminated by Xiaomi with 30 days’ written notice.
Under the commission sales agreement, the
Group shall pay a service fee, calculated as certain portion of the sales price excluding customers’ refunds or as otherwise agreed
by the parties with respect to specific product lines, as well as a deposit to Xiaomi. The retail prices of the Group’s products
on Youpin’s platform shall be no higher than the sales price from any other e-commerce merchants or the Group’s official offline
sales channel, including in the event of sales or promotion.
Transaction
with Mr. Xiaoping Chen
On
July 19, 2024, to implement its focus strategy for the Home water solution businesses, the Group entered into definitive agreement with
Mr. Xiaoping Chen and Zhuhai Yungui Enterprise Management Consulting Limited Partnership, an entity controlled by Mr. Chen (“Zhuhai
Yungui”) (together with Mr. Xiaoping Chen, “Buyer”), to divest the Company’s business involving Internet-of-things-enabled
(“IoT-enabled”) smart home portfolio products for a total consideration of RMB65 million in cash. The transaction was closed
on August 31, 2024.
Transactions
with Foshan Viomi
The
Group sells water purifiers and other products to and purchases raw materials from Foshan Viomi. In addition, The Group leases its office
premises to Foshan Viomi, and the Group also engages Foshan Viomi for other services such as transportation services, maintenance services
as well as installation services etc.
SUMMARY
OF RELATED PARTY TRANSACTIONS
| (1) | Amount
due from/to related parties |
| | |
2024 | | |
2025 | |
| | |
As of December 31, | |
| | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | |
| Accounts receivable from related parties: | |
| | | |
| | |
| Xiaomi(a) | |
| 591,221 | | |
| 304,078 | |
| Foshan Viomi (c) | |
| - | | |
| 36,095 | |
| Total | |
| 591,221 | | |
| 340,173 | |
| Accounts receivable from a related party | |
| 591,221 | | |
| 340,173 | |
| | |
| | | |
| | |
| Other receivables from related parties: | |
| | | |
| | |
| Other receivables from Xiaomi | |
| 100 | | |
| 200 | |
| Other receivables from Foshan Viomi | |
| 11,134 | | |
| - | |
| Total | |
| 11,234 | | |
| 200 | |
| Other receivables from related parties | |
| 11,234 | | |
| 200 | |
| | |
| | | |
| | |
| Amounts due to related parties: | |
| | | |
| | |
| Purchase and other payable to Xiaomi(a) | |
| 835 | | |
| 596 | |
| Total | |
| 835 | | |
| 596 | |
| Amounts due to related parties | |
| 835 | | |
| 596 | |
| (2) | Purchase
from related parties |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
Year ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
RMB | |
| Foshan Viomi(c) | |
| - | | |
| 17,144 | | |
| 9,763 | |
| Xiaomi(a) | |
| 26,341 | | |
| 13,546 | | |
| - | |
| Total | |
| 26,341 | | |
| 30,690 | | |
| 9,763 | |
| Purchase
from related parties | |
| 26,341 | | |
| 30,690 | | |
| 9,763 | |
VIOMI TECHNOLOGY CO., LTD
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER
31, 2023, 2024 AND 2025
(Amounts in thousands, except
shares, ADS, per share and per ADS data)
| 20. | RELATED
PARTY TRANSACTIONS (Continued) |
| (3) | Revenue
from related parties |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
Year ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
RMB | |
| Xiaomi(a) | |
| 1,292,880 | | |
| 1,752,246 | | |
| 2,174,895 | |
| Foshan Viomi(c) | |
| - | | |
| 66,852 | | |
| 39,894 | |
| Total | |
| 1,292,880 | | |
| 1,819,098 | | |
| 2,214,789 | |
| Revenue from related parties | |
| 1,292,880 | | |
| 1,819,098 | | |
| 2,214,789 | |
| (4) |
Research and development expenses |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
Year ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
RMB | |
| Xiaomi(a) | |
| 716 | | |
| 273 | | |
| - | |
| Research and development expenses | |
| 716 | | |
| 273 | | |
| - | |
| (5) |
Selling and marketing expenses |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
Year ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
RMB | |
| Other expenses charged by Foshan Viomi | |
| - | | |
| 400 | | |
| 9,861 | |
| Commission expenses charged by Xiaomi (b) | |
| 24,511 | | |
| 20,399 | | |
| 48,594 | |
| Other expenses charged by Xiaomi(b) | |
| 797 | | |
| - | | |
| - | |
| Total | |
| 25,308 | | |
| 20,799 | | |
| 58,455 | |
| Selling and marketing expenses | |
| 25,308 | | |
| 20,799 | | |
| 58,455 | |
| (6) |
Other income and expenses |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
Year ended December 31, | |
| | |
2023 | | |
2024 | | |
2025 | |
| | |
RMB | | |
RMB | | |
RMB | |
| Interest income(e) | |
| - | | |
| 1,902 | | |
| - | |
| Interest expense(f) | |
| - | | |
| 485 | | |
| - | |
| Total | |
| - | | |
| 2,387 | | |
| - | |
| (a) | The
Group both sells water purifiers and other products to and purchase Xiaomi branded products
and certain raw materials from Xiaomi. The amount due from Xiaomi represents receivable arising
from sales of water purifiers and other products. The balance due to Xiaomi represents payable
arising from purchase of Xiaomi branded products and certain raw materials. |
| (b) | The
Group sells its own brand products on the E-platform of Xiaomi, which charges the Group commission
and technical service fees, also Xiaomi provides advertising and promotion service. The amount
due from Xiaomi represents sales receivable net of commission, advertising and promotion
service. |
| | | |
| | | Certain amounts in prior periods have been reclassified to conform with
current period presentation. These reclassifications had no impact on the Group’s consolidated financial statements. |
VIOMI TECHNOLOGY CO., LTD
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER
31, 2023, 2024 AND 2025
(Amounts in thousands, except
shares, ADS, per share and per ADS data)
| 20. | RELATED
PARTY TRANSACTIONS (Continued) |
| |
(c) |
The Group purchases certain raw materials from Foshan Viomi
and its subsidiaries. The Group also sells its own branded products to Foshan Viomi, and provides rental services, and other services
to Foshan Viomi and its subsidiaries. |
| |
|
|
| |
(d) |
The Group’s related party provides transportation services,
maintenance services, promotion services as well as installation services for the Group. |
| |
|
|
| |
(e) |
On July 1, 2024, the Company entered into a loan agreement
with Foshan Viomi to lend USD20.0 million for its working capital needs with maturity date on November 20, 2028. The loan has a fixed
interest rate of 4.0% per annum. The loan was fully collected from Foshan Viomi as of December 31, 2024. |
| |
|
|
| |
(f) |
On February 14, 2019, Guangdong Lizi entered into a loan agreement
with Foshan Viomi to borrow RMB10.0 million. The loan has a fixed interest rate of 4.8% per annum. The loan was fully repaid by Guangdong
Lizi on November 28, 2024. |
|