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。

2026-05-20Application Proof
临工重机股份有限公司LINGONG HEAVY MACHINERY CO., LTD.

约两成收入通过融资租赁安排实现销售

In 2023, 2024 and 2025, our revenue derived from the finance lease arrangements was RMB2,068.0 million, RMB2,289.3 million and RMB1,865.7 million, respectively, which accounted for 20.9%, 19.0% and 18.4% of our total revenue, respectively, in the same years.

Summary · 第 10 页

The finance lease companies involved in such arrangements comprised independent third-party finance lease companies and Chentai Finance Lease, a subsidiary of Lingong Group while the finance lease provided to customers by independent third-party finance lease companies accounted for approximately 70% during the Track Record Period.

Summary · 第 10 页

Finance lease arrangements encompass both direct lease and sale-leaseback options.

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
2026-05-18Prospectus
深圳市华曦达科技股份有限公司Shenzhen SDMC Technology Co., Ltd.00901.HK

间接销售模式及经贸易商转售Altice的安排

We cooperated with 10, nine and 18 intermediaries under the indirect sales model in 2023, 2024 and 2025, respectively.

Summary · 第 4 页

Revenue generated from our trading company customers accounted for 20.0%, 14.2% and 7.8% of our total revenue in 2023, 2024 and 2025, respectively, while revenue generated from our end customers accounted for 80.0%, 85.8% and 92.2% of our total revenue in the respective years, reflecting an increasing contribution from end customers over the Track Record Period.

Summary · 第 6 页

For selling prices of the same product model which was sold through both direct sales and indirect sales, the selling price for indirect sales was relatively lower than that for direct sales, which reflects a reasonable profit margin of 10-15% maintained by Smart Digital Media Co., Limited as a trader.

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
2026-05-18Application Proof
广东金晟新能源股份有限公司Guangdong Jinsheng New Energy Co., Ltd.

期货交易商及背对背锁价销售占比大增

There had been an overall increasing trend in the revenue contribution from futures traders and a decreasing trend in the revenue contribution from battery material manufacturers during the Track Record Period primarily due to our venture into transactions with futures traders since 2023 and the increasing sales volume to futures traders.

Business · 第 172 页

Revenue from sales with price-locking mechanisms increased from RMB209.8 million (7.3% of total revenue) in 2023 to RMB785.7 million (36.4% of total revenue) in 2024 and further to RMB1,310.2 million (59.5% of total revenue) in 2025.

Financial Information · 第 200 页

Our procurement of semi-finished products increased in 2024 and 2025 primarily because we had strategically targeted to increase the sales to futures traders as part of our mitigation measures against market price fluctuations of battery materials, enabling us to secure profit margins in the transactions.

Business · 第 165 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-15Application Proof
宏和电子材料科技股份有限公司Grace Fabric Technology Co., Ltd.

对一名客户采用寄售销售模式

As part of our direct sales of some of our electronic fabric products, in relation to one of our customers, we adopt a consignment-based model to supply products directly to the customer’s designated warehouse upon the customer’s request.

Business · 第 123 页

During the Track Record Period, our revenue derived from consignment sales accounted for less than 5% of our total revenues in the relevant years.

Business · 第 123 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-14Application Proof
成都国星宇航科技股份有限公司Adaspace Technology Co., Ltd.

经融资租赁安排销售十颗AI计算卫星

In 2025, one of our customers (“Customer L”) acquired ten AI computing satellites from us through a finance lease arrangement in order to better manage its capital expenditures and align payment obligations with its operational needs.

Business · 第 156 页

Pursuant to our sales agreement with Customer L, as of the Latest Practicable Date, we had delivered ten satellites and had received 77.8% of the proceeds pursuant to the sales agreement with Customer L, with the remaining proceeds expected to be received by the end of 2026.

Business · 第 156 页

According to Frost & Sullivan, the use of finance leasing arrangements for satellite acquisitions is not uncommon in our industry.

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
2026-05-14Application Proof
广东合捷电器股份有限公司Guangdong Arcair Appliance Co., Ltd.

ODM业务占收入约五成,按客户品牌销售

We design and manufacture primarily cooker hoods and hobs according to our customers’ requirements for sale under their brands under our ODM business.

Business · 第 133 页

Our revenue from ODM business remained significant during the Track Record Period, which increased from RMB173.6 million in FY2023 to RMB241.6 million in FY2024, and further to RMB245.9 million in FY2025, representing a CAGR of 19.0%.

Summary · 第 2 页

We have entered into framework agreements with most of our ODM customers, including most of our five largest customers in each year during the Track Record Period for the sales of our products.

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
2026-05-12Application Proof

主要经贸易公司客户转售产品

For the years ended December 31, 2023, 2024 and 2025, we generated revenue of RMB1,506.1 million, RMB1,608.7 million and RMB1,827.3 million, respectively, from direct sales in the PRC and overseas, representing 100.0%, 99.1% and 98.3% of our total revenue for the respective periods.

Business · 第 152 页

For the years ended December 31, 2023, 2024 and 2025, we transacted with 145, 148 and 126 trading companies, respectively.

Business · 第 153 页

According to Frost & Sullivan, it is an industry norm for fertilizer product companies to sell products through trading companies.

Business · 第 153 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-10Application Proof

通过销售合作伙伴介绍客户并支付佣金

During the Track Record Period, we recorded third-party sales partners commission expense of RMB9.1 million, RMB11.4 million and RMB12.8 million, respectively, representing approximately 1.3%, 1.6% and 1.7% of our total selling and distribution expenses, respectively.

Business · 第 126 页

We do not sell products to sales partners, and our ability to acquire customers and drive business growth is not dependent on sales partners.

Business · 第 126 页

Revenue generated from new customers introduced to us by our sales partners is recognized as direct sales revenue, as we enter into the relevant sales agreements directly with such customers.

Business · 第 126 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-08Application Proof
奔赴自然户外运动集团股份有限公司GoNature Outdoor Sports Group Co., Ltd.

合伙经营零售店保留存货所有权并支付销售佣金

As of December 31, 2025, we had 230 offline retail stores in Chinese mainland, including 21 self-operated retail stores and 209 partnership stores.

Business · 第 150 页

We retain ownership of the inventory in these partnership retail stores, and we are entitled to allocate such inventory as needed.

Business · 第 152 页

From 2023 to late 2024, we typically provided our offline retail partners with a commission ranging from 25% to 35% based on the product's list price.

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
2026-05-07Application Proof
深向科技股份有限公司DeepWay Technology Co., Ltd.

车电分离模式下向电池租赁公司销售电池

Through such partnerships, we sell new energy heavy-duty trucks to end-customers and the corresponding battery packs to battery operating leasing companies, which subsequently lease such battery packs to truck buyers under separate leasing agreements.

Business · 第 169 页

Accordingly, the battery operating leasing companies are recognized as our direct customers for accounting purposes, while the end users pay recurring leasing fees to these companies pursuant to their respective leasing contracts.

Business · 第 169 页

We do not receive any income, commission or profit sharing from the leasing fees collected by the battery operating leasing companies.

Business · 第 169 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-28Application Proof
深圳创智芯联科技股份有限公司Shenzhen Chuangzhi Semi-link Technology Co., Ltd.

应客户要求销售定制设备的业务

In the course of providing our plating services, we may, from time to time and upon our customers' requests, sell certain equipment to our customers, primarily to facilitate the timely deployment of their required mass production capacity.

Business · 第 136 页

Customers under this business line are primarily our existing plating chemicals and/or plating services customers, and these sales are intended to support their production capacity expansion.

Business · 第 137 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-28Application Proof

ODM模式下为约74名客户贴牌生产

As of the Latest Practicable Date, we had served approximately 74 ODM customers, including leading retailers and other prominent consumer brands.

Business · 第 117 页

The third-party branded product portfolio under our ODM business model is strategically confined to product categories and flavor profiles that do not directly compete with our proprietary brands.

Business · 第 117 页

exclusively supply the relevant products to ODM customers, who then distribute and sell such products under their own brands through their respective sales channels.

Business · 第 119 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-28Application Proof
武汉聚芯微电子股份有限公司Wuhan Silicon Integrated Co., Ltd.

出口销售经第三方报关行完成,占收入约三至四成

Our revenue attributable to transactions involving the Customs Brokers amounted to RMB100.1 million, RMB238.4 million and RMB222.4 million for 2023, 2024 and 2025, respectively, representing 41.4%, 35.8% and 26.0% of our total revenue for the corresponding years.

Business · 第 178 页

Despite the legal form of sales and purchase agreements, for accounting purposes at the Group level, the Customs Brokers were assessed only as agents to the Group.

Business · 第 178 页

The Customs Brokers earn service fees, which is typically calculated based on the value of the goods being exported, for handling the logistic arrangements, customs clearance, and do not assume inventory or market risk in connection with these arrangements.

Business · 第 178 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-27Prospectus
可孚医疗科技股份有限公司Cofoe Medical Technology Co., Ltd.01187.HK

OEM/ODM代工业务收入增至8.4%

During the Track Record Period, we are engaged by clients to provide OEM/ODM services in recognition of our strong manufacturing capability with stringent quality control measures.

Business · 第 119 页

OEM/ODM business | 64,152 | 2.2 | 104,286 | 3.5 | 285,410 | 8.4

Business · 第 121 页

We acquired Shanghai Huazhou in line with our business strategy to establish and enhance a vertically integrated business structure that allows us to enjoy strong quality and cost-efficiency control, a key foundation to ensure our sustainable development, particularly for successful development of home care medical devices where good quality, quick iteration and great value-for-money plays a vital role to win consumer loyalty.

Business · 第 119 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-27Application Proof

通过Mediate经营媒体库存贸易业务

In addition, our media agency business provides integrated media services such as media strategy and planning, media purchasing, campaign execution, and performance optimization, as well as bulk media inventory trading, where revenue is derived from the spread between the purchase cost and resale price of media inventory.

Business · 第 148 页

During the Track Record Period, revenue from our media inventory trading business generally increased period by period. Our ability to continue to grow this business depends on a number of factors, including the scale and terms on which we are able to procure media inventory, our ability to maintain and deepen relationships with advertisers and agencies, and our ability to manage pricing and margins.

Financial Information · 第 199 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-21Application Proof
佳都科技集团股份有限公司PCI Technology Group Co., Ltd.

部分收入来自系统集成商客户

Such end users typically lay out the goals they plan to achieve and the budget for their projects and engage third-party system integrators, instead of engaging us directly.

Business · 第 139 页

When we enter into a contract with a system integrator, we recognize such system integrator, instead of the relevant end user, as our customer.

Business · 第 139 页

As such, we do not believe that the system integrators are our distributors, and we do not believe that our business relationship with them raises any concern in relation to inventory risk, cannibalization or recoverability of accounts receivables.

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
2026-04-20Application Proof
武汉帝尔激光科技股份有限公司Wuhan DR Laser Technology Corp., Ltd

存在经指定中介进行的销售

In 2023, 2024 and 2025, revenue generated from sales through designated intermediaries were RMB18.1 million, RMB48.4 million and nil, respectively, representing 1.1%, 2.4% and 0.0% of our total revenue in the same years, respectively.

Business · 第 131 页

During the Track Record Period, we had four designated intermediaries, which are mainly companies engaged in trading activities.

Business · 第 132 页

To the best of our knowledge, during the Track Record Period, all the intermediaries were Independent Third Parties.

Business · 第 132 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-20Prospectus
迈威(上海)生物科技股份有限公司Mabwell (Shanghai) Bioscience Co., Ltd.02493.HK

收入包括药品销售及对外授权安排

During the Track Record Period, we generated revenue from sales of pharmaceutical products and out-licensing arrangements.

Business · 第 214 页

(1) The technical service provided to Customer B in 2024 and 2025 was the exclusive licensing of one of our drug candidates.

Business · 第 216 页

(3) The technical service provided to Customer F in 2025 was the licensing of a commercialized product.

Business · 第 216 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-17Application Proof

ODM销售占往绩记录期间收入近半

Under ODM sales, we design and manufacture customized products that meet the specific specifications of global smart garden equipment brand and channel owners, who then market and sell the products under their own brands.

Business · 第 103 页

ODM sales | 305,922 | 62.7 | 401,969 | 52.6 | 495,208 | 48.7

Business · 第 103 页

The ODM model serves as another cornerstone of our revenue structure.

Business · 第 122 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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