In addition to the abovementioned, pursuant to our current hospital management agreement entered into between Huangshan Shoukang Hospital and our Group, we are entitled to receive management fees calculated based on a fixed percentage (i.e. 10.0%) of the revenue of Huangshan Shoukang Hospital for a period of 40 years from January 1, 2022 to December 31, 2061.
Financial Information · p. 588
We recorded the management fee received from Huangshan Shoukang Hospital of RMB36.1 million, RMB39.5 million and RMB37.8 million for the years ended December 31, 2022, 2023 and 2024, respectively.
In order to reduce our risks resulting from the relatively wide price fluctuations of bullfrogs, we enter into an agreement with a bullfrog supplier in November 2019, pursuant to which the price of bullfrogs we procure from it is fixed during the contract term.
Business · p. 191
The agreement specifies a fixed quantity of bullfrogs that we are committed to purchase.
Business · p. 191
Our purchase of bullfrogs from such bullfrog supplier amounted to RMB11.6 million, RMB27.8 million and RMB17.4 million in 2022, 2023 and 2024, respectively.
In 2022, 2023 and 2024, the actual purchase of silicon wafers under such agreements fulfilled 101.1%, 73.2% and 63.8% of the minimum purchase amount as set forth in the long-term framework agreements during the corresponding years, respectively.
Business · p. 274
In 2022, 2023 and 2024, our sales volume under such agreements with minimum purchase amount was 83.8%, 73.4% and 31.3% of the minimum purchase amount, respectively, mainly because of the modifications to the purchase amount pursuant to monthly supplemental agreements or purchase orders, in which our customers themselves reduce the amount of purchase orders compared with the minimum purchase amount in the framework agreements, and our management of order fulfillment priority to optimize our overall profitability, which may lead to us not reaching the agreed minimum purchase amount under the framework agreements with certain customers that offered us less favorable prices than other customers.
Business · p. 283
Our PRC Legal Advisor is of the view that as of the Latest Practicable Date, our risk of being successfully claimed by our suppliers for breach of agreement due to the failure to meet the minimum purchase amount agreed in the framework agreement is remote
We have entered into several out-licensing and collaboration deals with leading industry players worldwide to date, including BioNTech, BeiGene, Adcendo, GSK, and Avenzo, with over US$6.0 billion in total deal value (of which approximately US$500 million had been received as of the Latest Practicable Date).
Business · p. 390
GSK paid US$30 million in upfront payment and has agreed to pay additional pre-option milestone payments.
Business · p. 403
We have received an upfront payment of US$50 million and will be eligible to receive up to approximately US$1.15 billion in development, regulatory and commercial milestone payments.
During the Track Record Period, there were incidents where we might have failed to meet the minimum purchase commitments or sales targets under the district distribution agreements.
Business · p. 229
According to the district distributorship agreements, if we fail to meet the minimum purchase commitments or sales targets, we may face the following consequences: (i) we may bear the liability for breach of contract and we may need to compensate the supplier for its economic loss; (ii) the supplier may be entitled to terminate the agreement; (iii) the supplier may adjust the authorised area or open it up to other distributors; and/or (iv) the supplier may deduct certain amount from our deposit or forfeit our deposit.
Business · p. 230
As advised by Industry Consultant, it is not uncommon in the PRC wholesale market that suppliers granting district distributorship rights for their products do not usually strictly enforce the minimum purchase commitments or impose penalties on the distributors for failing to meet the minimum purchase commitments because (i) the sales of branded products are dependent on the popularity of brands and the branding strategies of the suppliers, which may be beyond the control of the distributors; and (ii) the suppliers rely on the distributors to distribute the products and penalising the distributors with reasonable sales performance may deter them from cooperating with these suppliers.
During the Track Record Period, we entered into five consecutive supplemental supply agreements with Russian Top-tier Retailer. In December 2023, we extended the terms of our framework supply agreement with Russian Top-tier Retailer with a term up to 31 December 2030.
Summary · p. 7
We typically enter into framework agreements with our major business customers, generally for a term from one to three years. These agreements are generally on a non-exclusive basis and contain no minimum purchase obligations.
Business · p. 195
In light of our mutually beneficial relationship with Russian Top-tier Retailer mentioned above, we were able to extend the term of our framework supply agreement with Russian Top-tier Retailer with no target purchase volume in December 2023 with a term up to 31 December 2030.
We have entered into a ten year offtake agreement with Press Metal, pursuant to which Press Metal Group's annual purchase volume shall be one million tons of alumina when BAI's production capacity is two million tons and shall be 1.5 million tons when BAI's production capacity reaches three million tons.
Business · p. 192
The Alumina Sales Contracts may be terminated by notice by the non-breaching party upon various grounds of termination, including (a) inability of the breaching party to remedy a breach within the stipulated timeframe; (b) the breaching party committing a non-remediable breach of any of the material terms and conditions; or (c) insolvency of the breaching party.
Business · p. 204
On 24 January 2025, we have entered into an offtake agreement with Customer D for a term of 7.5 years for continuous collaboration.
The amount to be paid to Ascendis Pharma shall be determined by the manufacturing costs that may be incurred by Ascendis Pharma plus an additional 20% markup.
Business · p. 328
Even if in the unlikely event that the execution of the foregoing additional commercial supply agreement fails, we will still be able to commercialize our drug candidates in China (including Hong Kong, Macau and Taiwan) under existing contractual arrangement with Ascendis Pharma.
Business · p. 330
In relation to the Commercial Supply Agreement, we entered into a quality agreement with Ascendis Pharma in June 2024, which elaborated details of the Commercial Supply Agreement to ensure compliance with GMP and other relevant laws and regulatory guidelines for the Core Product production.
In August 2022, we signed a tripartite framework agreement with Shanghai Trilives and the New Zealand Processing Company, pursuant to which Shanghai Trilives committed to engage the New Zealand Processing Company to process finished algal oil DHA products for us for a term of ten years.
Business · p. 211
The tripartite framework agreement does not set out substantive contractual terms of procurement, for example, the intended or minimum purchase volume per annum, any quantitative procurement commitment, the indicative price range or the delivery arrangement. Instead, it was purported to demonstrate the parties’ mutual intention to collaborate in the long term.
Business · p. 233
We signed a framework agreement with Confidence Group in August 2022 for a term of ten years, the salient terms of which include that our Group shall procure U.S. DHA Products from Confidence Group.
In October 2022, we entered into a strategic cooperation agreement with an emerging Zhejiang-based lithium-ion battery manufacturer whose parent is listed on the Shanghai Stock Exchange STAR Market regarding the supply of 120.0 thousand tons of LFP cathode materials during the contract term.
Business · p. 237
In February 2023, we entered into a strategic cooperation agreement directly with a leading PRC automaker which purports to establish in-depth cooperation on the supply and development of lithium-ion battery materials between our Company and the automaker including actively promoting its battery suppliers to procure our products from us under the circumstances set forth in the agreement.
Business · p. 237
In addition, in February 2024, we entered into a long-term supply agreement with LGES, where LGES and its affiliates committed to procure 160,000 tons of our LFP cathode materials from 2024 to 2028.
In January 2023, we entered into a procurement agreement with a supplier for lithium carbonate. Under this agreement we committed to procure a minimum amount of lithium carbonate per month for the term of the agreement, unless otherwise mutually agreed by both parties.
Business · p. 258
However, in view of the temporary slowdown in demand for NEVs in the overall industry, the substantial and continuous decline in lithium carbonate prices which squeezes the supplier's profit margins, and since neither party had begun performing under the procurement agreement, we mutually agreed with this supplier to terminate the procurement agreement in October 2023.
Business · p. 258
In June 2023, we entered into a long-term framework agreement with another reputable raw material supplier for lithium carbonate. This agreement contains mutually agreed upon purchase commitments over the three-year contract term expiring in June 2026.
CARIZON does not exclude Volkswagen Group to purchase ADAS and AD solutions from independent third parties, however, upon meeting certain technical and performance standards, CARIZON will procure our processing hardware on an exclusive basis.
Business · p. 294
We license IPs to CARIZON for license fees and royalties, and CARIZON has an option exercisable after January 1, 2027, subject to the terms and conditions of our agreement, to buy out the royalties with one-time payment, which is determined with reference to the net present values of future royalties.
Business · p. 295
We still retain ownership of all intellectual property rights related to the licensed technology and have the right to continue granting licenses to other entities, without involving the transfer of our core technology.
Lik Kar is not allowed to supply product or service to any other subcontractor under Project No. #01 or any other relevant construction project.
Business · p. 218
The framework supply agreement that our Group entered into with Lik Kar expired in March 2024 and had not been renewed thereafter.
Business · p. 219
For FY2021/22, FY2022/23 and FY2023/24, the amount of materials that we purchased from Lik Kar under the framework supply agreement were approximately HK$29.9 million, HK$1.5 million and nil, respectively.
The Japanese Wholesaler has committed to purchasing a minimum US$2.0 million worth of our cookware products from March 1, 2024 to March 31, 2025.
Business · p. 238
We grant the Japanese Wholesaler and its affiliates exclusive sales rights within Japan for selected cookware products (i.e. frying pans, soup pots, and detachable handle cookware).
Business · p. 238
Sales of our products shall be conducted through offline retail stores. Online sales of our products or sales outside Japan requires a joint agreement between the Japanese Wholesaler and us.
Our largest supplier in each year of the Track Record Period, Supplier A, is a major telecommunications company in China, from which we procured network resources, WiFi coverage and related services for our city management and administration projects.
Business · p. 332
Our long-term cooperation with Supplier A provides us with large-scale and stable network resources at favorable rates.
Business · p. 332
During the Track Record Period and up to the Latest Practicable Date, we did not have any material disputes with Supplier A relating to the performance of the above procurement agreement, and we expect to maintain close and stable cooperation relationship with Supplier A in the foreseeable future.
Our agreements with suppliers typically include terms ranging from three to six years, with some containing automatic renewal provisions that range between two and three years, providing us with predictability and greater control of pricing.
Business · p. 209
Our agreements with suppliers do not include minimum purchase commitments.
Business · p. 209
During the Track Record Period and as of the Latest Practicable Date, we did not experience any breaches of our key supply agreements by our key third-party suppliers, nor did we breach any such terms.
On December 21, 2020, January 1, 2022 and December 31, 2022, we entered into framework sales and purchase agreements with SINOPEC Huazhong, under which we are able to purchase approximately 71,000 tons, 80,000 tons and 64,000 tons of petroleum toluene from SINOPEC Huazhong for 2021, 2022 and 2023, respectively, with the actual monthly purchase quantity to be further agreed among the parties upon submission of the purchase plan for the following month by the Group to SINOPEC Huazhong.
Financial Information · p. 260
We also entered into a strategic cooperation agreement with Distributor A, who is our largest supplier during the Track Record Period, on June 13, 2018, under which we are able to purchase approximately 15,000 tons of petroleum toluene per month (subject to adjustments of ± 5,000 tons) from June 1, 2019 to June 30, 2021.
Our Group is subject to minimum purchase commitment by our different branches of Supplier A or different suppliers, on a case-by-case basis.
Business · p. 244
Minimum purchase commitment of generally 30–40% of the designated bandwidth traffic under a particular data centre business agreement is usually applicable only to the 95^th^ Percentile Bandwidth Charging Model charging against us.
Business · p. 244
(iii) it was our Group’s commercial decision not to enter into any long term contract with Supplier A to maintain flexibility with other suppliers and was also in line with Supplier A’s usual practice
We entered into an AI small molecule drug discovery collaboration worth up to US$250 million with a global leading pharmaceutical company headquartered in Indianapolis, Indiana, for our drug discovery solutions business in April 2023.
Business · p. 439
We generally have exclusivity obligations under the collaboration/ cooperation agreements, prohibiting us to research, develop, manufacture or commercialize, or enable other parties to conduct such activities of any compounds, molecules or other targeting moieties that are related to the collaboration/cooperation perpetually or within a specified period, subject to certain exceptions, such as those work products demonstrating only sub-therapeutic, non-clinically meaningful properties.
Business · p. 441
Typically, both parties can terminate the collaboration/ cooperation agreements if the other party fails to cure a breach within a notice period arranging from 15 to 60 days, and can also terminate the agreements without cause upon 30 to 60 days’ prior written notice.
During the term of the agreement, the dealership group is prohibited from cooperating with a third party for the same type of business.
Business · p. 244
In 2021, 2022 and 2023, the fees we paid to the dealership groups amounted to RMB36.9 million, RMB10.2 million and RMB11.9 million, respectively.
Business · p. 244
Under the Payment Arrangement B, we typically enter into framework cooperation agreements with the dealership groups under a term of three years, which specify our respective rights and obligations.