特殊销售模式

港股IPO招股书披露先例 · 172 家公司,193 项

此类事项指发行人通过寄售、代理商或中介人、ODM贴牌、附营贸易业务、品牌客户指定采购及外购转售等特殊安排确认收入的情形。招股书通常在概要、风险因素、业务及财务资料章节披露,内容包括该等模式的收入金额及占比、交易安排与结算条款,并常以行业惯例说明、收入确认依据、内控及风险管控措施解释其商业合理性。

2026-09-22Prospectus
深圳市欢创科技股份有限公司Shenzhen Camsense Technologies Co., Ltd.06802.HK

部分品牌客户透过指定第三方供应商采购产品

As all commercial terms are determined through direct negotiations with the brand owners, the pricing model, profit margin, and other key commercial terms do not vary significantly.

Business · 第 163 页

During the same year/period, Customers G and I purchased our products as designated suppliers of Customers H and B, respectively, reflecting our penetration into the product supply chains of the relevant brand customers through both direct sales and designated procurement channels.

Summary · 第 19 页

Therefore, even where the same product was sold to both channels during the same period, the gross profit margin of our sales to designated third-party suppliers of brand owners and ODM manufacturers was generally higher than that of brand owners primarily because sales to these customers tend to involve more mature and mass-production-stage products with relatively stable production efficiency and yield rates.

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
2026-09-21Application Proof
超颖电子电路股份有限公司Dynamic Electronics Co., Ltd.

直接销售大部分经销售代理协助促成

Revenue from direct-sales customers supported by sales agents was RMB3,171.4 million, RMB3,255.3 million, RMB3,366.7 million, RMB1,587.9 million and RMB1,303.3 million in 2023, 2024, 2025 and the six months ended June 30, 2025 and 2026, respectively.

Business · 第 137 页

Our Directors are of the view that we do not have any material reliance on sales agents, taking into account the following: (1) customers place orders directly with, and make payments directly to, us, and the underlying commercial and contractual relationships remain between us and the customers; (2) sales agents generally do not purchase or resell our products, take title to them or participate as principals in pricing, order acceptance, manufacturing, delivery or collection, and we do not rely on them for order fulfillment, inventory management, delivery or collection; (3) we maintain our own sales and technical personnel who participate in customer development, technical discussions and product qualification, while our sales and quality teams coordinate customer feedback and quality claims; and (4) under our standard sales agency arrangements, customer resources are not exclusive to the agents, and, following termination of an agency agreement in accordance with its terms, we continue to serve the relevant customers directly or appoint another agent.

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
2026-08-31Application Proof
广西玉柴船电动力股份有限公司Guangxi Yuchai Marine and Genset Power Co., Ltd.

约六至八成收入经寄售安排确认

For FY2023, FY2024, FY2025, 1H2025 and 1H2026, revenue generated from such consignment arrangements amounted to approximately RMB2,577.6 million, RMB3,061.9 million, RMB4,088.3 million, RMB1,841.2 million and RMB3,349.6 million, representing approximately 79.6%, 76.6%, 66.5%, 61.8% and 74.5% of our revenue for the respective periods.

Business · 第 133 页

As at December 31, 2023, 2024 and 2025 and June 30, 2026, the amount of our inventories under consignment arrangements (i.e., delivered to customers' designated warehouses but pending acceptance) was RMB469.3 million, RMB576.8 million, RMB1,097.7 million and RMB1,187.5 million, respectively.

Business · 第 133 页

According to Frost & Sullivan, (i) consignment arrangements are common in the engine industry, (ii) the average time lapse levels of our consignment arrangements align with the industry range, and (iii) the revenue contribution percentages of our consignment arrangements align with the industry range.

Business · 第 133 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-28Prospectus
深圳麦科田生物医疗技术股份有限公司Medcaptain Medical Technology Co., Ltd.02041.HK

ODM代工销售占收入约10%-14%

During the Track Record Period, we also operated under an ODM model and conducted direct sales to ODM customers outside China, most of which are overseas medical device companies with well-established brands within the relevant regional/local markets.

Business · 第 178 页

In 2023, 2024 and 2025 and the three months ended March 31, 2026, our revenue generated from sales to ODM customers amounted to RMB141.2 million, RMB172.6 million, RMB228.8 million and RMB41.5 million, respectively, representing 10.7%, 12.3%, 14.1% and 9.8% of our total revenue for the respective periods.

Business · 第 178 页

Any potential risk of competition between our own-branded products and products sold by the ODM customers outside China is effectively managed through contractual provisions that impose clear restrictions on sales territories, product positioning and distribution channels.

Business · 第 179 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-21Application Proof
镇江贝斯特新材料股份有限公司SSI New Material (Zhenjiang) Co., Ltd.

部分收入按VMI寄售模式确认

We primarily adopt the direct sales model.

Business · 第 138 页

During the Track Record Period, we had VMI consignment arrangements with four customers.

Business · 第 138 页

For the years ended December 31, 2023, 2024, 2025 and the six months ended June 30, 2026, we generated revenue on VMI basis of RMB52.8 million, RMB48.3 million, RMB72.2 million and RMB41.5 million, respectively, accounting for approximately 16.5%, 13.6%, 11.6% and 11.4% of our total revenue for the corresponding period.

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
2026-08-21Application Proof
镇江贝斯特新材料股份有限公司SSI New Material (Zhenjiang) Co., Ltd.

外购光伏浆料及电池添加剂转售

Meanwhile, revenue from reselling externally sourced PV conductive pastes amounted to RMB0.4 million, RMB12.3 million, RMB26.3 million and RMB21.5 million, accounting for 1.1%, 21.7%, 18.8% and 17.7% of total revenue from sale of PV conductive pastes for the same respective periods.

Business · 第 145 页

We primarily adopted such arrangements for PV conductive paste under the following circumstances: (i) to ensure stable and consistent supply to our customers amid rapid shifts in their demand, when we were temporarily unable to adjust our product portfolio and achieve mass production in a timely manner; and (ii) the in-house production of certain product models was uneconomical given their specific technical requirements, and we therefore sourced such products externally for resale.

Business · 第 145 页

To guarantee the quality of our externally sourced PV cell additives and PV conductive paste, we have established a standardized supplier quality management procedure.

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
2026-08-07Application Proof
浙江浙能迈领绿航科技股份有限公司ZHEJIANG ENERGY MARINE ENVIRONMENTAL TECHNOLOGY CO., LTD

通过销售代理实现逾一成收入

In addition, in 2023, 2024, and 2025 and for the five months ended May 31, 2025 and 2026, our revenue generated through sales agents was RMB487.6 million, RMB533.1 million, RMB537.0 million, RMB225.1 million, and RMB268.2 million, respectively, accounting for 20.6%, 22.2%, 15.3%, 17.0%, and 10.7% of our total revenue in the same periods, respectively.

Business · 第 138 页

In 2023, 2024, and 2025 and for the five months ended May 31, 2025 and 2026, we recorded sales agent service fees of RMB25.2 million, RMB46.2 million, RMB36.0 million, RMB14.8 million, and RMB17.1 million, respectively.

Business · 第 138 页

According to CIC, such sales arrangements are common practices in the shipping industry.

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
2026-07-31Application Proof
立景创新科技股份有限公司Luxvisions Innovation Technology Corp. Limited

客户A/供应商A买卖模式交易庞大

In specific, we generated revenue of RMB6.1 billion, RMB17.2 billion, RMB24.7 billion and RMB9.3 billion from Customer A in 2023, 2024 and 2025 and for the five months ended May 31, 2026, accounting for 39.9%, 61.6%, 71.0% and 68.2% of our total revenue in the same years/period, respectively.

Business · 第 152 页

This is commonly referred to in the industry as the buy-and-sell model, where certain of our major customers require their suppliers, including us, to purchase raw materials and components manufactured or procured from themselves to exert overall control over the procurement process.

Business · 第 152 页

Our strategic and mutually beneficial relationship with Customer A/Supplier A started over 17 years ago.

Business · 第 152 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-27Application Proof
斯坦德机器人(无锡)股份有限公司Standard Robots (Wuxi) Co., Ltd.

主要通过系统集成商销售,占比约四至七成

System integrators typically serve as our strategic partners because their business model is inherently complementary to ours and creates aligned incentives across the value chain.

Business · 第 156 页

Unlike our Company, system integrators do not manufacture robots themselves; they procure robotic products from us for their solutions.

Business · 第 156 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-24Application Proof
广州新济医药股份有限公司Guangzhou Novaken Pharm Co., Ltd.

MAH业务:外购上市许可并委聘CMO生产销售

During the Track Record Period, in addition to focusing on the R&D of our pipeline products, we have also carried out Contract Research Organization (CRO) services and Marketing Authorization Holder (MAH) business relating to high-end drug formulations in parallel.

Business · 第 186 页

We believe that the conduct of such business activities not only helps supplement our cash flow to support the R&D of our innovative drug formulations pipeline, but also enables us to accumulate valuable experience in both R&D and commercialization.

Business · 第 186 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-22Application Proof
臻驱科技(上海)股份有限公司Leadrive Technology (SHANGHAI) Co., Ltd.

OEM指定一级供应商直接向公司采购的合作销售模式

In our engagement with OEMs, we typically enter into framework agreements under which the OEM designates specific Tier-1 suppliers to work directly with us.

Business · 第 141 页

Alternatively, we provide our solutions to Tier-1 suppliers who integrate our products into their system level offerings for onward provision to OEM customers.

Business · 第 141 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-15Application Proof
用友网络科技股份有限公司YONYOU NETWORK TECHNOLOGY CO., LTD.

通过销售伙伴以佣金模式及转售模式销售

We generally sell our products and services directly to customers introduced by sales partners and pay sales partners commission fees (the “commission model”). To a much lesser extent, we sell software licenses to our sales partners, who then sell them on a back-to-back basis to end users (the “resale model”).

Business · 第 146 页

To complete the transaction, the sales partner must file the end user service agreement with us and obtain a product key from us for end users’ activation of the software licenses.

Business · 第 146 页

We select sales and professional service partners based on their sales and delivery capabilities, local sales and marketing resources, among others. We provide ongoing training, certification, and marketing support to enhance their service capabilities.

Business · 第 146 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-13Application Proof
杭州铂科电子股份有限公司Hangzhou BOCO Electronics Co., Ltd.

极少量销售经由贸易公司进行

In very limited circumstances, we sold to trading companies, particularly in overseas markets or in small batches, where we expect such sales to achieve broader customer coverage in terms of geographics and scale.

Business · 第 134 页

During each period of the Track Record Period, revenue from their purchases accounted for less than 5% of our total revenue.

Business · 第 134 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-07Application Proof
广州视源电子科技股份有限公司Guangzhou Shiyuan Electronic Technology Company Limited

通过中介人促成销售并确认为客户

In facilitated sales transactions, intermediaries make payments to us in accordance with our policy of requiring advance payment.

Business · 第 139 页

As of December 31, 2023, 2024, 2025 and March 31, 2026, we had 40, 56, 64 and 59 intermediaries, respectively.

Business · 第 139 页

By selling to intermediaries who assume the payment obligations, we are able to collect payments from intermediaries in accordance with our preferred payment schedule, which is typically prior to shipment of our products, without compromising our standard credit policy to accommodate the credit terms of end customers.

Business · 第 139 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-07Application Proof
广州视源电子科技股份有限公司Guangzhou Shiyuan Electronic Technology Company Limited

海外市场以ODM模式贴牌销售

We market our products under MAXHUB brand and leverage the ODM model to reach a broader customer base in overseas markets.

Business · 第 119 页

Under our ODM model, we manufacture products in our self-owned smart manufacturing facility, or provide the product design, as well as the components and materials, to our manufacturing partners, who handle production.

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
2026-07-05Application Proof
新思考电机股份有限公司New Shicoh Motor Co., Ltd.

为供应商代采集成电路并以净额法确认收入

Given our role in such transactions, we primarily provided procurement coordination services, instead of obtaining control of such raw materials, therefore, we accounted for the relevant revenue on a net basis under IFRS 15.

Business · 第 165 页

The gross profit margin of 100% in this table was primarily attributable to the net basis presentation.

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
2026-07-03Application Proof
深圳宏芯宇电子股份有限公司HOSIN Global Electronics Co., Ltd.

与客户G的客户供应安排及净额列账

The commercial rationale for entering into the Customer Supply Arrangement was to secure customer demand and sales volume, reduce our working capital requirements and exposure to wafer inventory risk and wafer price fluctuations, and enhance supply chain coordination with Customer G.

Business · 第 176 页

In 2024, 2025 and the four months ended April 30, 2026, the revenue generated from Customer G under the Customer Supply Arrangement was RMB317.7 million, RMB1,508.9 million and RMB786.1 million, respectively, representing 3.6%, 13.4% and 9.8% of our total revenue for the respective periods.

Business · 第 176 页

Such decrease was primarily attributable to the revenue recognition approach under the Customer Supply Arrangement, under which the revenue for embedded storage is calculated as the income from our embedded storage sold to Customer G less the cost of wafers provided by Customer G for manufacturing such embedded storage.

Business · 第 176 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-02Application Proof
礼鼎半导体科技(深圳)股份有限公司Leading Interconnect Semiconductor Technology (Shenzhen) Co., Ltd.

通过韩国及中国台湾销售代理介绍客户

Our revenue generated from the sales to the customers introduced by these agents accounted for 33.0%, 21.5%, 1.9%, and 1.6% of our total revenue in 2023, 2024, 2025 and three months ended March 31, 2026, respectively.

Business · 第 136 页

These agents only provide sales support services such as customer referrals, business liaison and reconciliation assistance and we directly handled order placement, product delivery and settlement of payments with our customers.

Business · 第 136 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Prospectus
立讯精密工业股份有限公司Luxshare Precision Industry Co., Ltd.02475.HK

客户指定供应商的buy-and-sell购销模式

Some of our major customers, such as Customer A, designate suppliers for certain components used in products sold to them, which is known as the “buy-and-sell” model.

Business · 第 151 页

Our pricing for sales to such customers includes an agreed “markup” on top of our procurement cost, despite the location of designated suppliers.

Business · 第 151 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Prospectus
普源精电科技股份有限公司RIGOL Technologies Co., Ltd.00537.HK

向直接销售客户提供ODM代设计制造

In addition to selling products under our own brands, we also provide original design manufacturer (“ODM”) services to certain direct sales customers, designing and manufacturing customized products based on customer requirements, which are subsequently marketed under the customers’ brands.

Business · 第 128 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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