经销模式

港股IPO招股书披露先例 · 324 家公司,337 项

经销模式披露涉及申请人经经销商销售所产生的收入占比、经销商数目及增减变动,以及买断或寄售等经销关系性质。相关披露常见于概要、风险因素、业务及财务资料等章节,一般涵盖经销收入占比、经销商新增与终止情况,以及区域划分、预付货款、退货限制、不设最低采购额、库存监控、绩效考核与淘汰等防范渠道压货及窜货的安排。申请人亦常由董事说明经销商不存在重大库存积压或终止经销关系对业务无重大影响。

2026-05-29Application Proof

经销渠道占泵业务收入约三成并有压货管控

We adopted several measures to reduce channel stuffing risks.

Business · 第 171 页

We believe the risk of channel stuffing within our network is low because (i) we maintain a contractual buy-sell relationship with distributors, and (ii) we generally do not permit product returns unless quality issues attributable to us arise.

Business · 第 172 页

The termination decisions were made based on a number of factors, including sales performance and unsatisfactory cooperation, e.g. unable to achieve sales target, which was the main reason for the termination of existing distributors during the Track Record Period.

Business · 第 172 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-29Application Proof
地上铁绿色科技(深圳)股份有限公司DST Sustainable Technology (Shenzhen) Co., Ltd.

EV销售通过经销商转售且占比上升

In 2023, 2024 and 2025, revenue generated from our distributors was RMB8.8 million, RMB62.6 million, and RMB167.4 million, respectively, representing 0.4%, 1.9% and 4.0%, respectively, of our total revenue in the corresponding periods.

Business · 第 135 页

As of December 31, 2023, 2024 and 2025, we had 2, 14 and 31 active distributors.

Business · 第 135 页

During the Track Record Period, the beneficial owners of certain distributors were our former employees.

Business · 第 135 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-29Application Proof
浙江力积存储科技股份有限公司Zhejiang Zentel Memory Technology Co., Ltd.

经分销商销售占收入逾五成五

During these years, revenue from distributors amounted to RMB402.9 million, RMB421.4 million and RMB642.1 million, representing 69.4%, 65.2% and 58.1% of our total revenue for the respective periods.

Business · 第 157 页

In 2023, 2024 and 2025, we engaged nine, four and 16 new distributors, respectively.

Business · 第 159 页

This enables us to monitor actual sales, track logistics, and mitigate risks such as channel stuffing and cannibalization among distributors.

Business · 第 157 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-28Application Proof
江苏零一汽车科技股份有限公司Jiangsu Zeron Automobile Technology Company Limited

经销商收入占比逾七成且数量快速增长

As of December 31, 2023, 2024 and 2025, we had nil, 33 and 98 distributors, respectively.

Business · 第 140 页

For the years ended December 31, 2023, 2024 and 2025, revenue generated from our distributors amounted to nil, RMB85.2 million and RMB372.9 million, respectively, representing nil, 68.6% and 71.4% of our total revenue for the corresponding years.

Business · 第 140 页

We operate primarily on a made-to-order basis, with production and delivery scheduled after receiving relevant purchase orders and deposits.

Business · 第 142 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-28Application Proof
上海凯诘电子商务股份有限公司SHANGHAI KEYING E-COMMERCE CO., LTD.

to-B模式下通过分销伙伴销售及渠道管控

Through our well-structured distributor management system that combines clear incentives with performance-based consequences, we actively encourage distribution partners to diversify their product portfolios by investing in new launches and non-flagship offerings rather than relying solely on bestsellers.

Business · 第 143 页

These integrated solutions enable us to maintain strict price control to protect brand value while optimising inventory turnover through systematic stock management, thereby ensuring the overall health of our distribution ecosystem.

Business · 第 143 页

We typically require advance payment from distribution partners before we arrange delivery to minimise financial risks.

Business · 第 143 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-27Application Proof
上海睿触机器人股份有限公司Shanghai Simpletouch Robot Co., Ltd.

经销模式为主,五家经销商并设120台采购目标

As of the Latest Practicable Date, we had five distributors.

Business · 第 238 页

We require distributors to make full prepayment for the purchase of our products, which is specified in the sales contract.

Business · 第 238 页

During the Track Record Period, we ceased our distributorship arrangements with three distributors and did not renew our distribution agreement after expiration with one distributor, mainly as a result of their lower-than-expected marketing efforts put on our product after our assessment.

Business · 第 238 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-27Application Proof
赛诺医疗科学技术股份有限公司Sino Medical Sciences Technology Inc.

通过816家经销商销售并采取措施防止渠道压货

As of December 31, 2025, we had a total of 816 distributors, among which 785 and 31 were located in China and overseas, respectively.

Business · 第 146 页

The decrease in the number of distributors each year was primarily because (i) certain distributors exited from the coronary interventional medical devices market due to the adoption of the centralized procurement and two-invoice schemes, see ‘‘— Recent Development in Our Regulatory Environment — Centralized Procurement’’; and (ii) our distribution agreements with certain distributors expired and we decided not to renew such agreements due to commercial reasons, such as the distributors’ unsatisfactory sales performance or change of business focus.

Business · 第 146 页

We have implemented the following measures to minimize the risk of channel stuffing. We believe that our sales to distributors during the Track Record Period reflected genuine market demand and that the risk of channel stuffing was relatively low.

Business · 第 150 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-27Application Proof
爱士惟科技股份有限公司AISWEI Technology Co., Ltd.

海外收入几乎全部通过经销商网络实现

During the Track Record Period, nearly all of our revenue from the overseas markets was generated through our expanding distribution network.

Business · 第 118 页

For domestic distributors, we generally require payment prior to delivery, while granting credit terms based on their scale, creditworthiness, and cooperation history.

Business · 第 121 页

In 2023, 2024, and 2025, the amount of returns from our distributors to us was RMB0.01 million, RMB2.7 million, and RMB1.0 million, respectively.

Business · 第 121 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-27Application Proof
汉威科技集团股份有限公司Hanwei Electronics Group Corporation

经销商收入占比不足1%且处早期阶段

This distribution approach remains at an early and experimental stage, as evidenced by the immaterial revenue contribution (accounting for only 0.9%, 0.8% and 0.9% of our total revenue from continuing operations for the years ended December 31, 2023, 2024 and 2025, respectively) and the limited number of distributors maintained throughout the Track Record Period.

Business · 第 118 页

Our distributors may distribute our products to both end users and sub-distributors in the designated sales territories.

Business · 第 119 页

We believe the risk of channel stuffing is low in relation to our sales with trading partners and distributors for the following reasons: (i) we generally require payment before delivery; (ii) we generally do not allow returns or replacements of products, unless there are product quality issues caused by us.

Business · 第 119 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-27Application Proof
浙江晶通新材料集团股份有限公司Zhejiang Kingdom New Material Group Co., Ltd.

2025年起经美国独家经销商寄售销售自有品牌

In 2025, we started to sell products under our overseas brand “Vortis” through a distributor in the United States, and such sale contributed less than 0.5% of our revenue in 2025.

Business · 第 131 页

Our distributor is an independent third party and we have a principal-agent relationship pursuant to a consignment arrangement.

Business · 第 131 页

There was no distributor movement recorded during the Track Record Period, as we have engaged only one distributor.

Business · 第 131 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-26Application Proof

分销商数目变动及防止压货、窜货管理

During the Track Record Period, we observed a slowdown in the growth of both the number of distributor-operated stores and distributors.

Business · 第 120 页

We strive to minimize the channel stuffing risks associated with our distributors through the following measures: (i) determining reasonable purchase amount requirement based on the specific customer level considering factors such as their scale of operations and financial resources, (ii) we generally do not allow returns of products sold to distributors unless there are product defects and other causes that are not attributable to the distributors, a return policy that is in line with the industry norms and (iii) from time to time communicate with distributors about the inventory status and conduct ad hoc store inspection to gain insights on their daily management sales conditions.

Business · 第 120 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-26Prospectus
北京首钢朗泽科技股份有限公司BEIJING SHOUGANG LANZATECH TECHNOLOGY CO., LTD.02553.HK

经销渠道收入占比64.6%至77.8%

During the Track Record Period, our product sales primarily focused on ethanol and microbial protein, and we adopted a dual sales model combining direct sales and distributorships to serve different customer segments.

Business · 第 133 页

Our Directors believes that the risk of “channel stuffing” in our distribution model is minimal due to several factors: (i) before selling products to distributors, we assess transaction history, sales volume in the region, and payment history of the distributors to evaluate the reasonableness of sales amounts

Business · 第 138 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-22Application Proof

收入逾九成经由分销商及数目变动

As of December 31, 2025, our distribution network comprised 116 distributors across over 31 provincial-level regions in China.

Business · 第 158 页

There were no sub-distributors during the Track Record Period, and our distributors typically place purchase orders with us only after receiving confirmed medication orders from end-customers.

Business · 第 159 页

Based on the above, our Directors believe that there was no unreasonable accumulation of inventories by our distributors during the Track Record Period.

Business · 第 159 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-22Application Proof

经销商售车收入占比不足1%

Less than 1.0% of our revenue was from distributors in each year during the Track Record Period.

Business · 第 138 页

Our distributors place orders with us based on market demand and then on-sell our products to their customers. Therefore, we believe our products are at remote risk of channel stuffing in our distribution network.

Business · 第 138 页

Distributors are generally required to make full payment before we deliver our vehicles to them.

Business · 第 138 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-22Application Proof
广东融泰药业股份有限公司Guangdong Rong Tai Pharmaceutical Co., Ltd.

区域性销售合作伙伴数量及变动

During the Track Record Period, we collaborated with 754, 1,705 and 2,458 regional sales partners and reached over 293,000, 292,000 and 258,000 dispensing terminals in 2023, 2024 and 2025, respectively.

Business · 第 143 页

The significant increase in 2024 is primarily due to the new regional sales partners we collaborated through our subsidiaries in the PRC, as we leveraged our sales network and strategically moved to expand customer coverage, deepen market penetration and enhance both the depth and breadth of our market presence in the PRC.

Business · 第 144 页

We also implemented internal control measures to prevent channel stuffing.

Business · 第 145 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-21Application Proof
南京硅基智能科技集团股份有限公司Nanjing Silicon Intelligence Technology Group Co., Ltd.

经销商渠道收入占比低且经销商数目逐年减少

Distributors purchase our productized GJ AI workforce solutions for promotion and resale the same to end users leveraging their local marketing resources, expertise in specific industry verticals and experience in introducing AI solutions to the local market.

Business · 第 143 页

We did not renew our agreements with such distributors upon expiration, based on our evaluation of their market potential and our future business strategies.

Business · 第 143 页

Demand-driven procurement and sales network structure inherently eliminates financial motivation for distributors to overstock offerings procured from us.

Business · 第 144 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-20Prospectus
深圳市创想三维科技股份有限公司Shenzhen Creality 3D Technology Co., Ltd.03388.HK

线下销售主要通过分销商模式开展

The revenue generated from our Type A distributors accounted for over 80% of the overall revenue generated from our distribution channel in each year during the Track Record Period.

Business · 第 161 页

Upon engagement, type A distributors are required to conduct monthly inventory checks and submit monthly PSI reports to us, which include stock levels, changes in inventory, and alerts on potential overstocking or stockouts.

Business · 第 164 页

We aim to minimize cannibalization among the distributors and sales channels, including sales carried out by distributors outside their designated geographic areas and sales across different sales channels without our prior authorization.

Business · 第 166 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-20Application Proof
临工重机股份有限公司LINGONG HEAVY MACHINERY CO., LTD.

经销收入占比约三至四成及经销商管理

As of December 31, 2025, we were working with 126 distributors and did not rely on any single or a few distributors.

Business · 第 137 页

The number of distributors terminated increased during the Track Record Period, primarily because (i) we continued to establish our overseas sales network and reduced our reliance on distributors; and (ii) we refined our distribution network to phase out certain underperforming distributors.

Business · 第 139 页

In light of the foregoing, we believe that our sales reflect actual demand from our end customers, thereby minimizing the risk of channel stuffing and cannibalization within the distribution network.

Business · 第 138 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-19Application Proof

渠道伙伴数量大减且渠道佣金开支高企

As of December 31, 2023, 2024 and 2025, we had 212, 156 and 67 channel partners covering all the provinces in China, respectively.

Business · 第 150 页

The significant decrease in the number of our channel partners during the Track Record Period resulted from a deliberate and proactive strategy to optimize our distribution network.

Business · 第 150 页

We incurred channel marketing expenses of RMB64.5 million, RMB70.9 million and RMB68.3 million in 2023, 2024 and 2025, respectively, accounting for 40.4%, 46.4% and 38.8% of our selling and marketing expenses during the same periods, respectively.

Business · 第 150 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-18Prospectus
云英谷科技股份有限公司Viewtrix Technology Co., Ltd03310.HK

依赖少数经销商实现大部分收入

In addition to selling our products to display panel manufacturers directly, we also sell our products to display panel manufacturers through distributors primarily for shorter cash collection cycle and better capital management.

Business · 第 162 页

In 2023, 2024 and 2025, sales to our distributors amounted to RMB506.1 million, RMB656.7 million and RMB736.2 million, accounting for 70.3%, 73.7% and 66.6% of our total revenue in the respective years.

Business · 第 163 页

During the Track Record Period, the Group has been dependent on a limited number of distribution channels to market its products.

Business · 第 163 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看

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