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.
广东金晟新能源股份有限公司Guangdong Jinsheng New Energy Co., Ltd.
长期销售合同采用动态定价逐月结算
We maintain long-term sales contracts with certain customers that require product delivery in installments over a period of time.
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In 2023, 2024 and 2025, the number of our contracts that adopted dynamic pricing and settlement arrangement was 7, 31 and 20, respectively, generating gross profits of RMB2.0 million, RMB12.5 million and RMB10.9 million, respectively.
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As such, the dynamic pricing mechanism enabled the Group to capture the upward price trend, realizing an incremental average selling price of approximately RMB11,300 per ton, representing about 30% of the contract's monthly selling price.
Recently, to address potential supply shortages and ensure stable supply, four of our end customers who are leading global CPU, GPU and PCB companies entered into capacity supply agreements or term sheet with us, under which such customers agreed to pay refundable deposits to lock in our production capacity for our special-purpose electronic fabric products for a period of approximately two to three years.
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The agreement typically stipulates dedicated monthly volume required from us.
Under the exclusivity arrangement of the Eikon Agreement, neither party shall, during the term of the agreement, clinically develop, manufacture or commercialize any PARP1 selective inhibitor, except pursuant to the terms and conditions thereunder.
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Based on the latest patent application, the Eikon Agreement is expected to extend to at least 2046.
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Eikon may unilaterally terminate the Eikon Agreement in its entirety immediately if it receives a clinical hold or a withdrawal notice from applicable regulatory authorities with respect to the Licensed Products due to safety concerns.
These framework agreements typically define the scope of services, pricing mechanisms, fulfillment standards and compliance requirements, and form the basis for ongoing cooperation.
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We typically enter into long-term framework agreements with customers, which may be renewed or terminated in accordance with agreed conditions.
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We typically enter into long-term framework agreements with suppliers, generally around two years, which may be renewed or terminated in accordance with agreed conditions.
The agreement sets out a minimum purchase amount of 2,000 tons of our new energy materials product per month, and the price is determined by a fixed formula taking into account the metal price, metal content and manufacturing costs.
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The contract sets out the minimum purchase amount of 137,800 metal tons of the products throughout the contract term with a breakdown per each contract years.
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.
Under the Mailisheng Licensing Agreement, T-mab Bio Pharma shall obtain a total of up to RMB500 million of upfront payment and sales milestone payment (including one-time nonrefundable upfront payment of RMB380 million), and the royalty of up to double-digit percentage of net sales of Mailisheng (邁粒生^®^).
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Under the 9MW3811 Licensing Agreement, we shall obtain a one-time non-refundable upfront payment of US$25 million, a total of up to US$571 million of near-term payment, development and commercial milestone payment, and the royalty payment based on net sales of the licensed products (IL-11 directed therapeutics including 9MW3811).
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Additionally, Qilu shall have the right to terminate the Mailisheng License Agreement without cause, by providing a 90-day prior written notice to us.
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 addition, we have entered into a cooperation memoranda with a leading automotive OEM, under which such OEM expressed a non-binding intention to procure several types of battery products supplied by us over the next three years.
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In addition, we have entered into agreements with certain leading automotive OEMs regarding their procurement of our battery products.
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We are in advanced engagement with a leading automotive OEM for the supply of our solid-liquid hybrid batteries as standard-fit batteries for its HEV models, with mass production delivery expected to commence in 2027, and we expect this to become one of our primary revenue contributors over the next three years.
The remaining portion of our self-supplied spodumene concentrates during the Track Record Period was secured through a long-term offtake arrangement that entitles us to 70% of the annual lithium raw materials produced by an associate company.
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We consider our spodumene concentrates to be self-produced where they are sourced (i) from mining operations in which we hold equity interests, or (ii) from entities over which we exercise significant influence through our equity interests and with which we have entered into long-term offtake agreements, under which our suppliers have committed to provide specified quantities of lithium concentrates over agreed contract periods or otherwise provided for in the relevant agreements.
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We believe this diversified and increasingly integrated sourcing approach enhances the stability of our lithium concentrate supply and helps manage raw material price volatility.
石大胜华新材料集团股份有限公司Shida Shinghwa Advanced Material Group Co., Ltd.
原材料采购协议含最低采购承诺
Estimated procurement quantities or minimum purchase commitments are typically specified for major raw materials such as propylene, methanol, ethylene oxide, low-pressure liquefied gas and propylene oxide to ensure supply stability.
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Certain long-term agreements adopt formula-based pricing or price linkage mechanisms, under which prices are adjusted on a monthly or quarterly basis in accordance with market conditions to enhance cost transparency and controllability.
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During the Track Record Period and up to the Latest Practicable Date, we did not experience any material breaches of contractual agreements with our major suppliers.
We have established a long-term partnership with United Nova Technology Co., Ltd (芯聯集成電路製造股份有限公司) (''UNT''), a key supplier to leading players in the power device industry since 2019, and entered into a strategic partnership agreement with UNT in January 2025, pursuant to which, UNT will allocate resources to fulfill our procurement requirements and strive to meet our demands.
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During the Track Record Period and up to the Latest Practicable Date, there had been no disruptions or material delays in supply from UNT that had adversely affected our operations.
During the Track Record Period, we were subject to a long-term capacity supply agreement with Supplier B.
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Under this agreement, Supplier B commits to reserve dedicated capacity for us for wafers in such process node, and we commit to purchase these wafers from Supplier B in quantities not less than 90% of the reserved capacity (the “minimum purchase quantity”) at pre-agreed unit prices each month during the term of the arrangement.
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In each month during the Track Record Period within the term of the arrangement, our monthly purchases of wafers under this agreement exceeded the contractual minimum purchase quantity, with unit prices within a commercially reasonable range.
北京⾼能时代环境技术股份有限公司Beijing GeoEnviron Engineering & Technology, Inc.
BOT/TOT特许协议期限约28至30年
We operate our environmental services projects primarily under concession models, namely, build-operate-transfer (BOT) or transfer-operate-transfer (TOT).
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Throughout the Track Record Period and up to the Latest Practicable Date, we have remained in material compliance with all relevant terms of our concession and investment agreements.
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TOT concession agreements may impose on us an additional requirement to transfer ownership of the TOT facilities to the local government or the local state-owned enterprise at the end of the concession period.
Our Group typically enters into either long-term offtake agreements or spot sales contracts, depending on the customer’s needs and the nature of the product. Long-term agreements are common with strategic customers who require stable supply over multiple years. These contracts often include volume commitments, pricing formulas, and performance clauses.
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We would usually commit to supplying a predetermined quantity of gold, silver and other non-ferrous metal products each month, with the total annual volume specified in the contract.
As of the Latest Practicable Date, we have already received the upfront payment in full and is subsequently eligible to receive up to US$56.0 million in milestone payments related to R&D, registration, and commercialization, as well as tiered royalties ranging from high-single-digit to low-double-digit percentages on product sales.
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inno.N may terminate the inno.N Agreement for convenience with written notice at least a specified number of days prior to the effective termination date.
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With prior written notice, Sino Biopharm may unilaterally terminate this Sino Biopharm Agreement if its R&D, registration, manufacturing, or commercialization of XW001 becomes infeasible due to: (a) issues related to the quality, safety, or efficacy of XW001, or (b) changes in market conditions or regulatory policies or other objective reasons not attributable to either party.
The agreement is valid for a period of three years and will be automatically renewed for an additional three-year term unless either party provides written notice of termination.
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Customer A's purchase is based on its actual demand. We do not impose minimum purchase requirement on Customer A.
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We are not the exclusive radar supplier for any single vehicle model of Customer A.
We have entered into long-term framework agreements with AGH for all of the cloud services, software licenses and shared services, each effective until December 31, 2027.
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Due to our aligned strategic interests and complementary strengths, and as AGH is one of our Controlling Shareholders, we expect our cooperation to continue in the future.
The development milestone payments upon commencement of the Phase III clinical trial and the first NDA filing, in an aggregate amount of US$3.0 million, had become due but remained unsettled, which we expect to settle in 2026.
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Such payments have been or are expected to be funded by internal resources, external financing (including [REDACTED] from the [REDACTED]) and/or future commercialization revenue.
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The amount of such payments was determined after arm’s length negotiations with reference to the development stage, commercial potential, scope of licensed rights, comparable transactions and prevailing market practice.