征祥医药（南京）集团股份有限公司Zenshine Pharmaceuticals (Nanjing) Group Co., Ltd.
与Cigalah订立10年中东独家许可分销协议
The MENA License and Distribution Agreement has a period of 10 years after the first commercial sale of sebaloxavir marboxil oral formulations in the Territory.
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Cigalah Medpharm is required to meet certain minimum annual purchase obligations commencing from the second year of commercialization, calculated as no less than 70% of the forecasted purchase volumes for each country in the Territory over the ten-year term, with escalating volume targets across different markets in the Territory.
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According to CIC, the arrangements of the MENA License and Distribution Agreement are in line with industry norms.
During the Track Record Period, we entered into one distribution agreement with our MAH Business customer for the distribution of esomeprazole magnesium delayed-release capsules in the U.S. and service agreements with our CRO Services customers for the provision of CRO Services.
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(iv) we manufacture (through contract manufacturer) and supply the product to the distributor on a mutually exclusive basis at a fixed price; (v) both parties share the net profits based on a predetermined percentage; and (vi) unless terminated for cause, the term is for a period of seven years and renewed automatically thereafter annually unless either party terminates.
We entered into two three-year distribution agreements with this Hong Kong distributor, specifying a variety of terms including the payment method, pricing policies and delivery arrangements, for its distribution of our products in Hong Kong and Macau (through certain specified key chains), and China (through certain specified cross-border e-commerce platforms).
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Our PRC distributors are required to purchase a minimum number of products as set forth in the respective agreements from the date of first delivery to a specified date, and thereafter a minimum annual purchase amount mutually agreed in writing.
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Our CCMG products distributor is required to achieve (i) a minimum annual cumulative order amount as set forth in the agreement; and (ii) for the period from April 1, 2026 to December 31, 2027, a rolling three-month cumulative order amount as set forth in the agreement as of the last day of any month.
We have maintained such contractual arrangements since July 2021 for each of our mass-produced vehicle models, which can be extended by both parties in writing.
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We enjoy the exclusive supplies of contract products and components.
- minimum service fee or guaranteed payment arrangements, pursuant to which our local partner is required to pay a minimum agreed amount during specified periods regardless of actual service usage, subject to contractual conditions;
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- long-term technical support or cooperation commitments, which may include ongoing system maintenance, product upgrades and collaborative development efforts during the agreed cooperation term.
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Given the strategic and long-term nature of such projects, the contractual terms are negotiated on a case-by-case basis.
During the Track Record Period, we entered into a three-year partnership agreement with a Europe-based customer for exclusive and non-exclusive sales of BESS products and solutions in specified European countries, which includes annual minimum purchase commitments of the customer.
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The agreement permits price adjustments upon at least 30 days’ prior written notice, subject to good faith discussions between the parties.
Under the framework agreements, we shall provide the relevant products exclusively to the corresponding customers, provided that certain purchase volume thresholds are met.
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Customer A has exclusive distribution rights for the customized AI Scaler if it met certain purchase volume thresholds.
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The term of our framework agreements, particularly for wafers and services like packaging and testing, is typically around three to eight years.
上海科梁信息科技股份有限公司Shanghai KeLiang Information Technology Co., Ltd.
与主要海外供应商订立独家分销协议
We generally enter into exclusive distributorship or sales partner agreements with our major overseas suppliers, under which we purchase products from and act as the exclusive distributor of the supplier’s designated products within a specified territory.
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The agreement will expire in January 2028 and may be extended by mutual agreement.
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Our supplier agreements typically set forth minimum sales targets, and our failure to meet such targets over a specified period may result in termination of our exclusivity or the agreement.
For example, in October 2024, we entered into a strategic partnership with Zooca, a Norway-based company and the world’s sole producer of Calanus oil, becoming its exclusive distributor in Greater China.
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The strategic cooperation is for a fixed term of 10 years, with automatic renewal for 12 months unless terminated by either party or we failed to meet stipulated purchase targets.
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As of the Latest Practicable Date, we had achieved all purchase targets set forth under the cooperation agreement and were at the third phase of cooperation.
江苏华盛锂电材料股份有限公司Jiangsu HSC New Energy Materials Co., Ltd.
框架销售协议通常载有最低采购承诺
We generally enter into framework sales agreements with our major customers, pursuant to which the customers will place specific purchase orders with us.
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Minimum Purchase Commitment: minimum purchase commitment is typically set out in the framework sales agreement with mutually agreed fluctuation allowances.
In most cases, we serve as one of the ODM partners of our brand customers. For certain product categories, such as smart eyewear, we may currently act as the exclusive ODM partner for the relevant brand customer.
Our customers commit to us a minimum procurement limits within the first three years from the effective date of the agreement.
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If the purchasing volume for a year does not reach the minimum purchasing limit, our customers shall make up the difference within 60 days from the settlement date of the year; otherwise, we have the right to unilaterally terminate the agreement by providing a 30-day written notice in advance and demand our customers to pay liquidated damages.
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The customers for whom we undertook these projects generally have in place master agreements without definitive overall or minimum purchase amounts.
海南钧达新能源科技股份有限公司Hainan Drinda New Energy Technology Co., Ltd.02865.HK
框架协议最低购销量及其未足额履行
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.
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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.
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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
江苏宏信超市连锁股份有限公司JIANGSU HORIZON CHAIN SUPERMARKET COMPANY LIMITED02625.HK
区域分销协议最低采购承诺曾有未达标情况
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.
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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.
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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.
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.
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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.
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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.
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.
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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).
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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 Group is subject to minimum purchase commitment by our different branches of Supplier A or different suppliers, on a case-by-case basis.
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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.
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(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
During the term of the agreement, the dealership group is prohibited from cooperating with a third party for the same type of business.
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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.
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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.
国鸿氢能科技（嘉兴）股份有限公司Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd.09663.HK
与客户订立含最低采购承诺的战略销售协议
These agreements generally specify a variety of terms, including the duration, minimum purchase commitment, price adjustment provision, the goal of collaboration and termination clauses.
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During the Track Record Period, we did not experience any material breach by our customers.
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In addition, we also entered into a strategic cooperation agreement in December 2022 with one of our top five customers for the year ended 31 December 2022 and the five months ended 31 May 2023 to jointly develop and promote its hydrogen fuel cell vehicles equipped with our hydrogen fuel cell systems within the next two years.
During the first three years of the CUP-MNDE Agreement, we commit to minimum annual purchase volumes of 56,000, 158,000 and 259,000 units for the first, second and third year, respectively.
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According to the CUP-SFJH Agreement, during the first three years of the CUP-SFJH Agreement, we commit to minimum annual volume of purchases of 20,000, 60,000 and 100,000 units in the first, second and third year, respectively.
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We had met the minimum annual purchase targets for CUP-SFJH during the Track Record Period and up to the Latest Practicable Date.