港股IPO招股书披露先例 · 39 家公司，39 项
与主要供应商的长期采购协议，指申请人为锁定价格、供应量或产能而与核心供应商订立的多年期供应或战略合作安排，常见条款包括年度采购量、定价、最低采购承诺、预付款、产能预留及自动续期等。招股书一般于概要、风险因素、业务及财务资料等章节披露协议期限、采购安排、履约或涉诉及减值情况，并解释该等安排符合行业惯例、存在替代采购渠道、未发生重大违约或对运营无重大不利影响。
We have entered into a department consulting service agreement with Supplier G for a term of 10 years.
Business · 第 219 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Under such collaboration, we still retain management and ownership of our dentistry department, which does not constitute outsourced management of the department to an Independent Third Party.
Business · 第 219 页
In March 1, 2024, we entered into a strategic cooperation agreement with CALB to strengthen our partnership with it and mutual business development.
Business · 第 254 页
Under the equal conditions, CALB would prioritize providing its strategic partners with project opportunities, while we would prioritize sourcing raw materials from CALB in the circumstances as agreed by both parties.
Business · 第 254 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors confirm that the terms of the agreement with CALB are consistent with industry norms and reflect standard practices within the sector.
Business · 第 254 页
In accordance with the agreement entered into with Supplier C, we were contractually obligated to procure nickel pellets.
Business · 第 209 页
However, as global nickel prices continued to decline, we proactively adjusted our inventory management strategy to mitigate potential impairment losses.
Business · 第 209 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看The revenue from Supplier C in 2024 was RMB454.9 million, with a negative gross profit margin of 2.0%.
Business · 第 210 页
Save for three framework agreements for the supply of fluff pulp as disclosed below, we generally do not enter into long-term agreements with our suppliers.
Business · 第 229 页
We believe that such agreements enable us to secure a stable supply of fluff pulp, which is a key ingredient of our products, at a more competitive price.
Business · 第 229 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record period and up to the Latest Practicable Date, we were not aware of any material breach of such agreements, nor any circumstance that would affect their enforceability.
Business · 第 229 页
Moreover, based on capacity discussions and agreements, three of our OEM suppliers have already entered into contractual arrangements designed to support a mutually agreed projected 40% increase in order volumes for 2025, including commitments to accept orders within specified tolerance ranges and compensation mechanisms to manage volume fluctuations.
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Under this arrangement, if our actual monthly orders fall more than 15% below our forecasted targets, we compensate the affected suppliers at a predetermined rate per unit for the shortfall, with an annual cap of RMB1 million per supplier.
Business · 第 163 页
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 · 第 191 页
The agreement specifies a fixed quantity of bullfrogs that we are committed to purchase.
Business · 第 191 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 191 页
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 · 第 328 页
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 · 第 330 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 330 页
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 · 第 211 页
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 · 第 233 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 236 页
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 · 第 258 页
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 · 第 258 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 258 页
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 · 第 218 页
The framework supply agreement that our Group entered into with Lik Kar expired in March 2024 and had not been renewed thereafter.
Business · 第 219 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 219 页
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 · 第 332 页
Our long-term cooperation with Supplier A provides us with large-scale and stable network resources at favorable rates.
Business · 第 332 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 333 页
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 · 第 209 页
Our agreements with suppliers do not include minimum purchase commitments.
Business · 第 209 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Business · 第 209 页
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 · 第 260 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看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.
Financial Information · 第 260 页
If we fail to reach the agreed minimum shipping volume, our supplier generally has the right to terminate the agreement and charge us a pre-determined fee.
Business · 第 231 页
Our Directors confirmed that during the Track Record Period, we did not experience any material failure in reaching the agreed minimum shipping volume with our suppliers which triggered the supplier’s right to terminate the agreement and charge a pre-determined fee.
Business · 第 231 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We have also entered into a framework agreement with Supplier A in January 2018 for an indefinite term, pursuant to which we committed to a minimum purchase commitment of 2000 packages per day.
Business · 第 237 页
Under the memorandum of understanding, Southwest Salt Lake intends to supply us with 300,000 tonnes of premium grade potash from September 2022 to August 2023.
Business · 第 283 页
We purchased a total of approximately 2,000 tonnes of KCL from Southwest Salt Lake under the memorandum of understanding as of 30 November 2023.
Business · 第 283 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our Directors believe that these alternative sourcing and new business relationships with domestic producer and other overseas suppliers will diversify our source of supplies, and reduce the risk of concentration on a number of existing suppliers.
Business · 第 283 页
We also enter into long-term supply agreements typically for five years with major tea leaf cooperatives.
Business · 第 226 页
As of June 30, 2023, we had maintained long-term supply agreements with 35 major tea leaf cooperatives.
Business · 第 227 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In 2020, 2021, 2022 and the six months ended June 30, 2022 and 2023, our purchase amount of rough tea leaves from tea leaf cooperatives that we had maintained long-term supply agreements with was RMB76.6 million, RMB146.8 million, RMB111.5 million, RMB80.3 million and RMB65.1 million, respectively.
Business · 第 227 页
To further cement the mutually beneficial relationship between us and the Jinma Group, we have entered into a long-term supply contract on 6 December 2023 with the following salient terms:
Business · 第 204 页
I. it will have successive terms of three years with the option, exercisable solely by us, to terminate the arrangements at the end of each three-year period;
Business · 第 204 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看the purchase price of crude coking coal gas will be determined with reference to, among others, (i) the historical purchase price of crude coking coal gas paid by our Group to the Jinma Group; (ii) the market price of coal; (iii) the price of crude coking coal gas in Henan province in general, which price mainly reflects the internal selling price within a group, given that crude coking coal gas (which is one of the coking by-products of the coking process) needs to be delivered through pipelines, resulting in a relatively closed market with crude coking coal gas producers often giving priority to (a) self-use, followed by (b) sale to nearby subsidiaries for further processing; and (iv) the price of coal gas which, as disclosed in “Sales and Marketing – Pricing policy – Coal gas” in this section, is regulated by the concession agreement entered into by Jinning Energy; and arm’s length negotiation between the two groups.
Business · 第 204 页
In 2022, we secured LFP through off-take agreements with certain raw material suppliers. The total minimum purchase commitment under these agreements was approximately 22,800 tons, representing approximately 55.7% of our LFP procurement in 2022.
Business · 第 265 页
If we are unable to purchase PVDF at the required amounts, we may be required to pay liquidated damages of 1% of the total value of the order to suppliers, and if we are unable to do so for two consecutive months, the liquidated damages will increase to 30% of the total value of the order, and the suppliers will have the right to terminate the agreement unilaterally; likewise, if the suppliers are unable to supply PVDF at the required amounts to us, such supplier may be required to pay liquidated damages to us.
Business · 第 266 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看As of the Latest Practicable Date, (i) we did not have any off-take agreement in effect and (ii) we did not enter into any new off-take agreements.
Business · 第 267 页
For example, we have collaborated with our suppliers on a number of components including ceramic brakes, SOC precise battery display LCD dashboards, steel cord tires, aramid tires and chargers.
Business · 第 215 页
Pursuant to such strategic cooperative agreements, we generally secure exclusive supply rights for advanced or patented components of such suppliers and co-develop or improve such components with them to be applied to our electric two-wheeled vehicles.
Business · 第 226 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Under the premise of maintaining reasonable profit, the supplier agrees to offer us the most favorable pricing terms within the industry.
Business · 第 215 页