Collaudi: Planned Fundraising Shrinks, Supplemental Working Capital Project Deleted, Largest Customer is a Shareholding Company, Related Party Transaction Fairness Questioned by BXSE | IPO Watch

Source: Titanium Media

On March 13, Guangzhou Clarity Medical Equipment Co., Ltd. (hereinafter referred to as “Clarity”) will submit its IPO application to the Beijing Stock Exchange for review, with an offering of no more than 14.8 million shares.

The author notes that Clarity mainly operates through a distribution model. Its largest customer is its equity affiliate, US Clarity, in which it holds a 40% stake. The two have long-term large-scale related-party transactions. Additionally, the gross profit margin on products sold to two distributors controlled by the company’s actual controller’s relatives is significantly lower than the domestic industry average, raising concerns about利益输送 (benefit transfer), and has been questioned by the Beijing Stock Exchange. Furthermore, the company initially planned to raise funds for replenishment during its first IPO, but with ample cash and cumulative dividends exceeding 50 million yuan, the need for additional funds was questionable. Subsequently, the company actively deleted the replenishment project and reduced the fundraising scale, which further sparked market doubts about its original fundraising intentions, becoming a core controversy in its IPO review.

Largest customer is an affiliate, raising doubts about the fairness of related-party transaction prices

Clarity is a provider of supporting medical device solutions in radiotherapy and rehabilitation therapy, mainly engaged in the R&D, production, and sales of radiotherapy positioning devices for tumor radiotherapy and rehabilitation auxiliary devices.

From 2022 to 2024 and January-June 2025 (hereinafter referred to as “reporting period”), Clarity achieved operating revenues of 233.2627 million yuan, 238.2113 million yuan, 285.3524 million yuan, and 152.1576 million yuan, with net profits of 69.3673 million yuan, 59.9183 million yuan, 67.2148 million yuan, and 30.5428 million yuan, respectively, showing some fluctuations.

The author observes that the company’s performance mainly relies on a sales model of “mainly distribution, supplemented by direct sales.” During the reporting period, sales revenue generated through distribution was 168.0475 million yuan, 173.261 million yuan, 198.4659 million yuan, and 108.138 million yuan, accounting for 72.2%, 72.91%, 69.7%, and 71.17% of the main business revenue, respectively.

Affected by this sales model, almost all of the top five customers are distributors, except for Swena Technology (Hong Kong) Ltd. and Shanghai United Imaging Healthcare Co., Ltd., which are direct customers.

Notably, Clarity’s largest customer has a long-term related-party relationship, raising doubts about transaction fairness. During the reporting period, US Clarity consistently ranked among the top five customers, contributing revenues of 19.4036 million yuan, 21.2971 million yuan, 19.4419 million yuan, and 14.9543 million yuan, making it a core distributor in North America. Clarity holds a 40% stake in US Clarity, meaning its largest customer is essentially an affiliate, with a direct related-party relationship. Under this context, whether the transaction prices between the two follow fairness and justice principles, and whether there is any benefit tilt, requires further explanation from the company.

In addition to related-party transactions with affiliates, Clarity also has related-party dealings with enterprises controlled by the actual controller’s relatives. Public information shows that Wuhan Clarity Trading Co., Ltd. and Wuhan Kangheli An Technology Co., Ltd. are distributors of the company, both controlled by the sister’s son of the actual controller or jointly controlled by him and his spouse. It is noteworthy that during the reporting period, the gross profit margins on sales to these two distributors were significantly lower than the average gross profit margin of domestic distribution business during the same period. This pricing disparity raises market questions: why do only the distributors controlled by the actual controller’s relatives enjoy more favorable purchase prices? Are there undisclosed利益安排 (benefit arrangements)?

In response, the Beijing Stock Exchange also requires Clarity to specify, based on the categories, models, amounts, and proportions of products sold to these distributors during the reporting period, how the transaction prices and gross profit margins compare to sales to other local distributors, whether the prices are fair, and whether there is any benefit transfer or cost prepayment involved.

Fundraising for IPO shrinkage, removal of replenishment project

The author notes that Clarity submitted its IPO application to the Beijing Stock Exchange in June 2025, which was accepted. In its initial submission, the company planned to raise 299.133 million yuan, allocated to projects including the headquarters construction of radiotherapy positioning and rehabilitation products, a re-innovation of the composite material production line, R&D center construction, and working capital.

However, from a financial perspective, the reasonableness and necessity of the fundraising for replenishment are questionable. As of the end of 2022, 2023, 2024, and June 2025, the company’s cash holdings were 80.2586 million yuan, 62.3994 million yuan, 65.0056 million yuan, and 102.1845 million yuan, respectively, with no short-term loans during the reporting period, indicating relatively ample short-term liquidity.

Meanwhile, the company has continuously distributed large dividends, with amounts of 15.0174 million yuan, 15.0174 million yuan, 10.0116 million yuan, and 10.0116 million yuan each period, totaling 50.058 million yuan, enough to cover the planned 40 million yuan for working capital replenishment. Given the ample funds and large dividends, the rationale for raising additional funds remains to be explained.

In response, the Beijing Stock Exchange also requires Clarity to explain, based on its cash holdings, bank wealth management, dividends, and estimated working capital gap, the reasonableness and necessity of using raised funds for working capital.

Interestingly, in March 2026, Clarity updated its disclosure materials, reducing the proposed total fundraising amount to 259.1329 million yuan, retaining only three projects: the headquarters construction of radiotherapy positioning and rehabilitation products, the re-innovation of the composite material production line, and R&D center construction, while removing the working capital replenishment project. This adjustment has sparked market doubts: since the company was able to actively delete the replenishment project and reduce the fundraising scale, indicating no urgent need for replenishment, why did it insist on including working capital in the initial plan and raise large funds for this purpose?

(Report | Company Observation, Author | Deng Haotian, Editor | Cao Shengyuan)

Special statement: The above content only reflects the author’s personal views or positions and does not represent Sina Finance Headlines’ opinions or positions. If you need to contact Sina Finance Headlines regarding copyright or other issues, please do so within 30 days of the above publication.