重大长期协议条款

港股IPO招股书披露先例 · 116 家公司,117 项

重大长期协议指申请人与主要客户或供应商订立的长期性合同安排,通常涉及最低采购或销量承诺、产能或舱位保证、独家分销或优先供应权、定价与终止机制及未达量补偿等条款。招股书一般于概要、风险因素、业务及财务资料章节披露协议期限、各方主要义务及履约情况,申请人多从保障供应或需求稳定、符合行业惯例等角度说明其商业合理性,或引述法律意见说明未足额履行被追索的风险,并通过股权投资、背靠背安排等方式巩固合作关系。

2026-03-13Application Proof
圣火控股集团有限公司Holyfire Holdings Group Limited

与最大客户订有八年期长期绑定合同

For our integrated marketing services, we have entered into annual contracts with Customer Group A. For our marketing technology services, we have entered into an eight-year long-term binding contract with Customer Group A.

Business · 第 149 页

As such, our Directors believe the established integration of our solutions, along with our familiarity with their processes and operational requirements, means it is more practical and cost-effective for Customer Group A to continue utilising our services.

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
2026-02-27Prospectus
美格智能技术股份有限公司MeiG Smart Technology Co., Ltd.03268.HK

ICV客户采用design-win模式且无最低采购承诺

During the Track Record Period, the numbers of modules we sold to Customer F were 271.2 thousand units, 477.1 thousand units, 791.1 thousand units, and 690.9 thousand units.

Business · 第 241 页

As of the Latest Practicable Date, the design-win had been applied for over six vehicle models of Customer F.

Business · 第 241 页

However, because our module is custom-developed and deeply integrated into the vehicle’s design, it is generally less feasible for the customer to switch to an alternative supplier for that specific vehicle model post-development.

Business · 第 242 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-03Prospectus
无锡先导智能装备股份有限公司WUXI LEAD INTELLIGENT EQUIPMENT CO., LTD.00470.HK

与宝马、大众等国际客户签两年期框架合作协议

We are concurrently focused on accumulating high-quality overseas customers and maintaining close collaborations with leading international companies, such as BMW, Volkswagen, ACC, Siemens and Ford.

Business · 第 210 页

Our framework cooperation agreement with them typically has a term of two years, subject to automatic renewal upon expiration if neither party objects in writing.

Business · 第 210 页

The customer shall, under equal conditions, prioritize procurement from us and give preference to collaborating with us on significant projects, as well as share information regarding supply chain resources and other resources with us.

Business · 第 210 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-31Prospectus
兆易创新科技集团股份有限公司GigaDevice Semiconductor Inc.03986.HK

与CXMT的DRAM供应协议有效期至2030年

By entering into the DRAM Provision Agreements, the Group and CXMT Group have clarified the modalities and arrangements of their cooperation, and CXMT Group has become a reliable and stable qualified foundry partner of the Group, allowing the Group to focus on the design and sales of its niche DRAM under the fabless business model.

Business · 第 227 页

- Duration. The DRAM Provision Agreements shall be valid until December 31, 2030, and shall be automatically renewed for successive terms of five years unless either party notifies the other party in writing no later than six months prior to the expiry of the DRAM Provision Agreements.

Business · 第 227 页

According to Frost & Sullivan, the pricing approach under the DRAM Provision Agreements is in line with the industry norm;

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
2025-12-31Prospectus

部分云服务协议含最低采购承诺

Such agreements may include specified minimum purchase levels over a defined period and may be subject to shortfall charges if the minimums are not met.

Business · 第 302 页

These terms are generally negotiated based on projected operational requirements and are consistent with market practice;

Business · 第 302 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-12Prospectus
明基医院集团股份有限公司BenQ BM Holding Cayman Corp.02581.HK

与Supplier G订立十年期科室咨询服务协议

We have entered into a department consulting service agreement with Supplier G for a term of 10 years.

Business · 第 219 页

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
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-08Prospectus
果下科技股份有限公司Guoxia Technology Co., Ltd.02655.HK

与中创新航订立三年期战略合作协议

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

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
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-07Prospectus
四川百利天恒药业股份有限公司Sichuan Biokin Pharmaceutical Co., Ltd.02615.HK

BMS许可协议重大条款及终止权

Pursuant to the BMS Agreement, on March 7, 2024, we received a non-refundable and non-creditable upfront payment of US$800 million from BMS, which is not subject to any further conditions, and BMS is required to pay up to US$500 million in contingent near-term payments, which payment amounts are adjusted based on when each prescribed milestone is achieved.

Business · 第 424 页

BMS may terminate the BMS Agreement, in its entirety or on a country-by-country basis, without cause by giving us at least 90 days’ prior written notice, if such termination is before the first commercial sale of the Licensed Product in the U.S. or ROW, or at least 6 months’ prior written notice, if such termination is thereafter, subject to our right to extend the effective date of such termination up to a specified time period.

Business · 第 426 页

We believe this collaboration allows us to combine resources, expertise and infrastructure to expedite development and commercialization while effectively managing the associated costs and risks.

Business · 第 422 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-07Prospectus
中伟新材料股份有限公司CNGR Advanced Material Co., Ltd.02579.HK

与供应商C的必购镍豆合同义务

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

The revenue from Supplier C in 2024 was RMB454.9 million, with a negative gross profit margin of 2.0%.

Business · 第 210 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-31Prospectus
乐舒适有限公司Softcare Limited02698.HK

与三家供应商订立绒毛浆长期框架协议

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

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
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-28Prospectus
小马智行Pony AI Inc.02026.HK

与中中外运的长期合作协议安排

Cyantron Group will utilize these leased trucks along with its own fleet to provide container truck transportation services to Sinotrans, as well as third-party logistics customers, giving priority to Sinotrans when conditions are equal.

Business · 第 349 页

Cyantron Group entered into a transportation services framework agreement (and supplemented by a supplemental agreement dated August 22, 2025) (the "Transportation Services Framework Agreement") with Sinotrans, pursuant to which Cyantron Group provides transportation services (the "Transportation Services") to Sinotrans to fulfill its freight orders across China for a term of three years from March 16, 2025 to March 15, 2028, which may be renewed as the parties may mutually agree.

Business · 第 351 页

Either party may terminate the lease with a 30-day advance written notice and obtaining the other party’s consent.

Business · 第 351 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-20Prospectus
上海剑桥科技股份有限公司CIG SHANGHAI CO., LTD.06166.HK

与最大客户自2016年起框架协议持续续签

Our Group entered into framework agreements with Customer A in 2016.

Business · 第 243 页

These framework agreements are typically subject to renewal every 12 months.

Business · 第 243 页

Our Directors confirm that the transactions between Customer A and our Group during the Track Record Period were on normal commercial terms, similar to the other JDM agreements that we had entered into with other customers during the Track Record Period.

Business · 第 245 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-30Prospectus
金叶国际集团有限公司GOLDEN LEAF INTERNATIONAL GROUP LIMITED08549.HK

与Customer A的三年期总协议

In respect of our term contracts, the revenue derived from which was substantially attributable to the Master Agreement during the Track Record Period, accounting for approximately 96.1% and 97.7% of our revenue attributable to term contracts for FY2023/24 and FY2024/25, respectively.

Business · 第 174 页

Three years, commencing from 30 July 2023 and expiring on 29 July 2026.

Business · 第 174 页

We entered into the Master Agreement on a fixed-term contract basis with Customer A (as project owner), in which Customer A would issue works orders and instructions to us and we are responsible for performing the works in accordance with such works orders and instructions.

Business · 第 174 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-11Prospectus
劲方医药科技(上海)股份有限公司GenFleet Therapeutics (Shanghai) Inc.02595.HK

终止信达境外选项须支付2,000万美元终止费

In consideration of the termination, we shall pay non-refundable termination fees to Innovent in an aggregate of US$20.0 million (the "Termination Fees") in installments by December 1, 2026.

Business · 第 398 页

The remaining termination fees payment of US$14.0 million will be paid in two installments by December 2026.

Summary · 第 17 页

According to Frost & Sullivan, a higher amount of termination fee than the original option fee is in line with industry norm.

Business · 第 398 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-08Prospectus
禾赛科技Hesai Group02525.HK

与客户签订长期框架协议且订单不获保证

We generally enter into framework agreements with or directly receive purchase orders from our customers.

Business · 第 286 页

Our customers generally retain discretion as to whether and when to place orders with us under the framework agreements.

Business · 第 286 页

Accordingly, the orders placed by our automotive customers under the framework agreements may fluctuate from period to period and may not always materialize into actual purchase orders.

Business · 第 286 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-01Prospectus
大行科工(深圳)股份有限公司DAHON TECH (SHENZHEN) CO., LTD.02543.HK

与三家OEM供应商签订40%增量产能协议

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

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
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-26Prospectus
富卫集团有限公司FWD GROUP HOLDINGS LIMITED01828.HK

独家银保合作通常为期十至十五年并附终止权

Exclusive bancassurance arrangements commonly include termination rights which may be triggered if specific, pre-defined conditions are met, for example upon material breaches by either party, in the event a party becomes a competitor, upon a change of control or in the event of force majeure.

Business · 第 299 页

Our bancassurance partnerships, particularly exclusive bancassurance arrangements, typically last for a duration of ten to 15 years.

Business · 第 300 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-24Prospectus
拨康视云制药有限公司CLOUDBREAK PHARMA INC.02592.HK

首例患者给药延迟触发Grand Pharma终止权

Pursuant to the Licensing Agreement, Grand Pharma shall have the right to terminate the Licensing Agreement upon written notice to us, if we fail to successfully complete the first patient dosing of CBT-001 in mainland China by 13 April 2022 (or within a mutually agreed extended timeline), or fail to obtain the regulatory approval for CBT-001 in mainland China by 13 April 2025 (or within a mutually agreed extended timeline).

Business · 第 335 页

The first patient dosing in mainland China occurred on 6 March 2024 which is after 13 April 2022, as the clinical trial progress was affected by COVID-19, which may give rise to Grand Pharma’s right to terminate the Licensing Agreement with us absent a mutually agreed extended timeline or an amendment or waiver of the relevant terms.

Business · 第 336 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-20Prospectus

CDMO客户协议设首三年最低采购量承诺

Our customers commit to us a minimum procurement limits within the first three years from the effective date of the agreement.

Business · 第 252 页

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.

Business · 第 252 页

The customers for whom we undertook these projects generally have in place master agreements without definitive overall or minimum purchase amounts.

Business · 第 211 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看

Tell us