Before the Second Attempt at Hong Kong IPO, Topstar 'Hands Out' 548 Million in Related-Party Orders

marsbitPublished on 2026-07-30Last updated on 2026-07-30

Abstract

Tosda, an industrial robotics firm, is making its second attempt at a Hong Kong listing shortly after its first application lapsed. The company has undergone a significant strategic shift, pivoting away from its lower-margin intelligent energy and environmental management system (IEEMS) business to focus on core robotics and machinery. This "revenue-reduction, profit-growth" strategy saw revenue nearly halve from 2022 to 2025, but resulted in a sharp turnaround to profitability, with a 1147% year-on-year increase in Q1 2026 net profit. This restructuring involved spinning off the IEEMS business, leading to a substantial jump in related-party transactions. Following the departure of a former executive, two newly associated companies are expected to handle up to 548 million RMB worth of IEEMS orders in 2026, with Tosda acting as a platform charging a 3% management fee. While profitability has improved, several financial concerns remain. Accounts receivable collection cycles have lengthened, inventory—particularly for robots—has surged significantly despite falling revenue, and the company faces challenges in overseas market expansion. Notably, overseas business currently has a lower gross margin than domestic operations. The company was also recently reprimanded by regulators for accounting inaccuracies related to revenue recognition and bad debt provisions. The success of its strategic pivot and its second listing attempt will depend on managing these financial risks, the tr...

Just four days after its previous application lapsed, Topstar (300607.SZ), the "industrial robotics leader," recently submitted a fresh application to list H shares on the main board of the Hong Kong Stock Exchange, with Huatai International continuing to act as the sole sponsor.

Having been listed for eight years, Topstar's performance curve has experienced several fluctuations. A review of the company's financial reports reveals the narrative of Topstar's "revenue decline yet profit growth" transformation: its operating income dropped from a peak of 4.984 billion yuan in 2022 to 2.510 billion yuan in 2025. In the first quarter of 2026, its net profit attributable to shareholders increased by 1147% year-on-year.

The answer to this "revenue decline yet profit growth" lies in the change in the company's business structure. Topstar's core strategic move in recent years has been to proactively scale back its Intelligent Energy and Environmental Management System business. In 2025, revenue from this segment fell by 25.55% year-on-year to 915 million yuan, and in Q1 2026, it further decreased to account for only 5.6% of total revenue. Topstar stated that the business has been "largely divested."

Accompanying the business contraction is a series of organizational and personnel adjustments at Topstar. On December 26, 2025, Huang Daibo resigned from his positions as non-independent director and vice president of Topstar's fourth board of directors due to "personal reasons," even though his term was originally set to expire on July 3, 2026. Just one week before his resignation (December 19-25, 2025), Huang Daibo sold 4.3452 million shares through centralized bidding transactions, cashing out approximately 131 million yuan.

About a month later, on January 27, 2026, Huang Daibo joined Suzhou Boyi Intelligent Technology Co., Ltd. ("Suzhou Boyi") and Dongguan Junye Green Energy Environmental Technology Co., Ltd. ("Dongguan Junye"). He indirectly controls Suzhou Boyi through Suzhou Haifeida Mechanical & Electrical Engineering Co., Ltd. and simultaneously serves as the manager of both companies.

As Huang Daibo's departure is less than a year ago, according to listing rules, these two enterprises have been identified as related parties of the company. Consequently, the amount of the company's related-party transactions has increased significantly. An announcement shows that the total actual daily related-party transactions with related parties in 2025 were 758,200 yuan. However, for 2026, the company estimates that the daily related-party transaction amounts with the aforementioned related parties will not exceed a total of 548 million yuan—of which, not more than 123 million yuan with Suzhou Boyi and not more than 425 million yuan with Dongguan Junye.

"This arrangement is not simply a 'one-time business handover.' Its essence can be summarized as a compound model of 'transitional outsourcing + platform agency,'" An Guangyong, an expert from the Credit Management Professional Committee of the All-China Federation of Industry and Commerce (China Mergers & Acquisitions Association), told Phoenix WEEKLY Finance. According to the company announcement, for newly signed orders for the Intelligent Energy and Environmental Management System business in 2026, Topstar will hand them over to Suzhou Boyi, Dongguan Junye, or their designated suppliers for execution after deducting a 3% comprehensive management fee based on the signed contract amount including tax.

An Guangyong analyzed that if this is merely a short-term transition, the estimated amount of 548 million yuan could still be understood as the "closing cost" of existing business. If this model has continuity, it means the company will long-term obtain income from related parties through "platform commissions," and the transparency and fairness of related-party transactions will become a governance issue requiring continuous monitoring.

Just before the initial listing application, on December 30, 2025, the Guangdong Securities Regulatory Bureau issued warning letters to Topstar and four responsible persons including its actual controller, chairman, and general manager Wu Fengli. On-site inspections found five violations by the company, including inaccurate revenue and cost recognition, inaccurate provision for bad debts on accounts receivable, non-standard use of raised funds, and inaccurate internal information management. Topstar disclosed a rectification report on January 14, 2026, detailing rectification measures and completion status for each issue raised by the Guangdong CSRC.

In this renewed application, besides updating financial data, Topstar also elaborated on inventory, cash flow, overseas business, related-party transactions, and rectification of accounting errors.

Performance Uptick After "Cutting the Arm to Survive"

The financial data of Topstar over the past three years shows a notable feature: the restructuring of the business structure is directly reflected in revenue scale—between 2022 and 2025, the company's income shrank from 4.984 billion yuan to 2.510 billion yuan, a drop of nearly 50%, nearly halving its business scale.

The source of this change is the Intelligent Energy and Environmental Management System business—a segment providing services like water, electricity, and temperature control for electromechanical engineering projects. The gross margin of this business is far lower than that of the industrial robotics business. Due to intensified competition in downstream industries like photovoltaics and lithium batteries, the revenue of the Intelligent Energy and Environmental Management System business halved year-on-year in 2024, leading to a loss of 250 million yuan in the company's net profit attributable to shareholders after deducting non-recurring gains and losses, exceeding the total losses of the previous three years.

Topstar immediately "cut its arm to survive"—slashing inefficient project service businesses and focusing resources on its three core product areas: "robots, injection molding machines, and CNC machine tools." The revenue share of the Intelligent Energy and Environmental Management business decreased from 59.0% in 2023 to 36.5% in 2025 and further contracted to 5.6% in Q1 2026. Topstar stated in its prospectus that it expects to largely complete the scale reduction of non-injection molding electromechanical engineering services by the end of 2026.

The contraction in revenue scale brought systematic repair to the profit statement. The company achieved a net profit attributable to shareholders of 73.8725 million yuan in 2025, a year-on-year increase of 130.12%, successfully turning a loss into profit. The company's overall gross margin rose from 14.6% in 2024 to 28.25% in 2025 and further climbed to 32.49% in Q1 2026, maintaining an upward trend for three consecutive reporting periods.

Regarding the highly watched Topstar humanoid robot, Topstar explicitly disclosed at the earnings briefing on April 9, 2026: Currently, the humanoid robot "Little Top" and the quadruped robot "Star Boy" are in the verification stage and have not yet achieved batch orders.

Prolonged Collection Period

Data shows that from the end of 2023 to the end of 2024, the scale of Topstar's trade receivables and notes receivable decreased from 2.346 billion yuan to 1.440 billion yuan, and further dropped to 1.190 billion yuan by the end of 2025. However, turnover efficiency did not improve correspondingly: the average trade receivables turnover days increased from 180 days in 2023 to 240 days in 2024, and were 192 days in 2025.

Topstar pointed out in its prospectus that the company generally can grant customers credit terms of up to six months.

"The collection period for each sale is nearly two weeks longer than two years ago. The company's revenue scale is shrinking, but the time funds are tied up is actually increasing," said a financial practitioner from a manufacturing company, indicating that from the perspective of accounts receivable turnover days, Topstar is taking longer and longer to collect payments. In terms of collection efficiency, the actual collection period has consistently exceeded the nominal six-month credit period.

In Q1 2026, this contradiction became more pronounced. Topstar's revenue increased by 48.53% year-on-year, but cash received from selling goods and providing services remained basically flat compared to the same period in 2025. The company's net cash flow from operating activities plummeted from 465 million yuan in 2025 to -110 million yuan in Q1 2026. Topstar explained in its prospectus that this was mainly due to the maturity and payment of notes payable.

The other side of collection efficiency is the accuracy of bad debt provisions. The regulatory warning letter at the end of 2025 specifically pointed out issues with the company's provision for bad debts on accounts receivable. When the company made a specific provision for accounts receivable impairment for a certain customer in 2024, it did not adequately consider the ownership status of the litigation preservation funds, resulting in an under-provision of 1.1301 million yuan.

According to the results of the Guangdong CSRC's on-site inspection, when Topstar sold products to a certain customer in 2023, the customer had not obtained control of the goods by year-end. The company prematurely recognized revenue of 7.9686 million yuan without meeting the revenue recognition criteria, inflating profit by 2.3829 million yuan. Simultaneously, a cost of 4.0369 million yuan recorded on the books in 2024 was actually completed in 2023 and should have been recognized as a 2023 cost—leading to a further inflation of the company's 2023 profit by 4.0369 million yuan, totaling an inflation of about 6.42 million yuan in the company's 2023 net profit.

Is the Surging Inventory "Normal"?

In April 2026, an investor raised a question on the interactive platform to Topstar: "The ending inventory balance increased by 45.7%, robot inventory surged by 162.98%, diverging from the revenue trend. Is there a risk of overstocking? Are impairment provisions sufficient?"

According to officially disclosed data, Topstar achieved operating revenue of 2.510 billion yuan in 2025, a year-on-year decrease of 12.59%.

Topstar replied that the reason for the profit growth is the increase in scale and profitability of product-based businesses and stated that "the growth in company inventory is basically matched with order demand, which is a normal situation."

An angel investor long focused on the AI sector told Phoenix WEEKLY Finance that Topstar's industrial robot inventory corresponds to order reserves for Southeast Asia and Mexico. Supporting inventory from the original energy sector is being transferred to related parties along with business divestiture and will not occupy company assets long-term. However, potential risks exist. The robotics industry has rapid technological iteration. If overseas expansion falls short of expectations, high inventory will lengthen the turnover cycle.

The scale of asset impairment provisions provides a reference from the side. According to the "Announcement on Provision for Asset Impairment and Write-off of Assets for the First Three Quarters of 2025" disclosed on October 28, 2025, Topstar made a total provision for asset impairment of 65.31 million yuan for the first three quarters of 2025, including an inventory impairment provision of 13.55 million yuan. Considering the impact of income tax, these impairment provisions collectively reduced the company's net profit attributable to shareholders for the first three quarters of 2025 by 49.75 million yuan.

The company also frankly acknowledges related risks in its prospectus: "Failure to adequately manage inventory risks may result in obsolescence, decline in inventory value, or inventory write-offs."

The aforementioned financial practitioner from a manufacturing company analyzed for Phoenix WEEKLY Finance that the Q1 2026 report shows the company's revenue increased 48.53% year-on-year and net profit grew 11-fold, verifying that the chain of "stocking—delivery—revenue recognition" is functioning.

However, he also pointed out two risk factors to watch: First, long overseas project acceptance cycles are common in the industry. If macroeconomic conditions or client performance changes, inventory impairment provisions might increase. Second, after the Intelligent Energy business is "largely divested," the pace of clearing out inventory related to the original business also needs attention.

The overseas market is widely regarded as Topstar's "second growth curve"—the company achieved overseas revenue of 660 million yuan in 2025, a year-on-year increase of 9.85%, with its revenue share rising to 26.29%. Specifically, Topstar's sales network covers over 50 countries and regions, has established contact with approximately 4,000 potential overseas customers, serves nearly 1,000 overseas clients, and has become a supplier to over 20 Fortune Global 500 companies.

However, according to 2025 annual report data, the company's overseas business operating cost was 546 million yuan, with a gross margin of 17.31%. During the same period, Topstar's domestic business gross margin was 32.16%. The overseas business gross margin is not only lower than the domestic business but also lower than the company's overall gross margin of 28.25% for the same period.

The aforementioned AI sector angel investor noted that there remains a time gap and uncertainty in converting "potential customers" into "confirmed orders." Topstar's comprehensive overseas business gross margin of 17.31% in 2025 includes all product lines such as industrial robots, injection molding equipment, CNC machine tools, and "Intelligent Energy and Environmental Projects." The "Intelligent Energy and Environmental Projects" belong to project-based business with relatively low gross margins, pulling down the overall level.

Currently, there have been delays in the performance progress of some of the company's overseas projects. An announcement disclosed that the proportion of Topstar's contract assets to revenue was relatively high in 2024, mainly because the end customer of a large North American project postponed the project due to policy uncertainty, leading to delays in key milestone acceptance by the client. The interval between the company's project performance milestones and client acceptance lengthened. As the company recognizes contract assets based on project performance progress, this created a time lag.

Announcements show that the overseas revenue share slightly increased to 26.6% in Q1 2026. However, there is no public data on the segmented gross margin of overseas business in Q1 2026 or the specific progress of the North American project. There has been no subsequent update on the performance status of the North American project.

Regarding questions about the company's overseas business gross margin level, the match between robot inventory growth and revenue trends, the lengthening accounts receivable collection period, and the commercial logic and pricing fairness of related-party transactions, Phoenix WEEKLY Finance has contacted relevant staff at Topstar and sent an interview letter to the company. As of the time of writing, no reply has been received from the company.

This article is from the WeChat public account "Phoenix WEEKLY Finance," author: Xu Mengyi, editor: Cao Bei.

Related Questions

QWhat significant change in Tuosda's business strategy led to its 'revenue reduction but profit increase' situation?

ATuosda strategically contracted its low-margin Smart Energy and Environmental Management System business, shifting focus to its core robotics, injection molding, and CNC machine tools. This reduced revenue but significantly improved profitability.

QWhat is the nature and scale of the potential related-party transactions triggered by the former executive Huang Daibo's resignation?

AFollowing the resignation of former VP Huang Daibo, two companies he joined, Suzhou Boqi and Dongguan Junye, were designated as related parties. Tuosda expects total related-party transactions with them to reach up to 5.48 billion yuan in 2026, under a 'transitional outsourcing + platform agency' model where Tuosda collects a 3% management fee.

QWhat were the main corporate governance and financial reporting issues identified by the Guangdong Securities Regulatory Bureau regarding Tuosda?

AThe Guangdong Securities Regulatory Bureau issued a warning letter identifying five violations: inaccurate revenue and cost accounting, improper provisioning for bad debts on receivables, non-standard use of raised capital, and inaccurate internal information management.

QDespite a decrease in trade receivables, why is Tuosda's collection efficiency a concern according to the article?

AWhile the trade receivables balance decreased, the average trade receivables turnover days increased significantly, from 180 days in 2023 to 240 days in 2024 and 192 days in 2025. This indicates the company is taking longer to collect payments despite a smaller revenue base, with the actual collection period exceeding the nominal six-month credit term.

QWhat key risk is highlighted concerning Tuosda's significant inventory increase in 2025, particularly for robots?

AA key risk is potential inventory obsolescence or value decline, as robotics technology evolves quickly. While management attributes the increase to overseas order reserves, there is a risk of longer turnover cycles or the need for higher provisions if overseas expansion or project acceptance is delayed, as hinted by past North American project postponements.

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