China's securities regulator recently issued supplementary disclosure requirements for companies pursuing offshore listings, asking ICARUS (Suzhou) Technology Co., Ltd. to provide additional details on several matters, including the rationality of share pricing for new investors added within the past 12 months, as well as the necessity and appropriateness of a special dividend paid to the controlling shareholder just ahead of its Hong Kong IPO filing.
The request came as part of the China Securities Regulatory Commission's latest batch of filing comments for overseas share offerings, covering the period from July 27 to August 7, 2026. As the world's second-largest manufacturer of vehicle articulation systems, ICARUS now faces heightened regulatory and market scrutiny over its high customer concentration, frequent related-party transactions, and recent capital maneuvers.
Based in the Wuzhong District of Suzhou, ICARUS produces components for the articulation joints connecting carriages on high-capacity city buses and autonomous rail transit (ART) systems. During the period from 2023 to 2025, the company's revenue expanded from RMB 132 million to RMB 222 million, while profit surged from roughly RMB 25.5 million to approximately RMB 66.9 million. In 2025 alone, profit grew 139% year-over-year, with gross margins climbing from 33.6% to 54.2% over the three-year stretch, reflecting significant economies of scale.
In its prospectus, the company attributes the margin improvement to two key factors: an optimized product mix with a greater revenue share from higher-priced articulation discs and related windshield systems, and comprehensive cost efficiencies in materials, labor, and production. However, as revenue has grown, so too has reliance on its top customers. Revenue from the five largest clients accounted for 74.9%, 75.1%, and 80.6% of total revenue during the reporting period, respectively.
More notably, the share of revenue from the single largest customer has climbed sharply, rising from 25.6% to 41.6% and then 48.2% over the same period. In 2025, that one customer alone contributed RMB 107 million in revenue, nearly half of the company's total sales for the year.
Beyond this deep customer dependence, the relationship between ICARUS and Kaibo Easy Control, another core enterprise controlled by actual controller Hao Qingjun, is particularly intricate. In December 2019, Kaibo Easy Control Vehicle Technology (Suzhou) Co., Ltd., the parent company before restructuring, acquired ICARUS for RMB 55.8 million. In June 2023, Kaibo Easy Control pursued a STAR Market listing, only to voluntarily withdraw its application in May 2024. Following that withdrawal, Kaibo Easy Control spun off ICARUS and restructured it for an independent Hong Kong IPO.
The CSRC has now asked ICARUS to explain the key considerations behind the spin-off listing following Kaibo Easy Control's failed A-share attempt. Notably, Kaibo Easy Control is not only the pre-spin-off parent but also a critical related party and core trading partner. In 2023, sales of industrial machinery components to Kaibo Easy Control generated 25.6% of ICARUS's annual revenue, making it the largest customer that year. By 2025, ICARUS purchased RMB 24.1 million worth of raw materials for online power collection systems from Kaibo Easy Control, accounting for 23.7% of total procurement and making it the top supplier.
Additionally, ICARUS has long leased office space and production facilities from Kaibo Easy Control. This web of related-party dealings, where the same entity serves as parent, customer, supplier, and landlord, has prompted regulators to question whether transaction pricing is fair and whether any benefit transfer has occurred.
Meanwhile, the pre-IPO dividend and cash-out activities of actual controller Hao Qingjun have also drawn attention. Hao, now 60, holds a bachelor's degree in internal combustion engines from Jilin University and began his career as an engineer at Liaoning Huanghai Automobile, later becoming a department head and general manager assistant. From 2003 to 2007, he served as vice president of Liaoning Shuguang Automobile Group. In 2008, he founded ICARUS and entered the vehicle articulation business, later assuming roles as general manager and chairman of Kaibo Easy Control from 2015 onward.
In June 2025, the ICARUS board declared a cash dividend of RMB 64.6 million, fully paid by August, representing 96.5% of the company's full-year 2025 profit. Based on Hao's direct shareholding plus his control through Suzhou Kairen Equity Investment, giving him 73.49% of voting rights, his family pocketed over RMB 47 million from this single distribution.
Beyond the dividend, Hao completed four separate share transfers in December 2025, cashing out approximately RMB 60 million. Combined with the earlier dividend, his family pulled in more than RMB 100 million during 2025 alone. This cash-out coincided with a dramatic surge in the company's valuation. In August 2025, during the restructuring phase, shares were transferred at RMB 1.22 per share. Just four months later, in December, Hao's transactions were priced at RMB 14.11 and RMB 16.28 per share.
The CSRC has demanded that the company justify the rationality of these differing share prices for new investors within the past 12 months and provide a clear, conclusive opinion on whether any benefit transfer exists. As of the time of reporting, attempts to reach the company through its website and email had gone unanswered.
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