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。

2024-06-28Prospectus
如祺出行Chenqi Technology Limited09680.HK

集中采购车辆并转售予车合作方

In 2021, 2022, 2023 and the period from January 1, 2024 to the Latest Practicable Date, nil, nil, 486 and nil vehicles were purchased from GAIG and/or its associates, which are automobile manufacturers, and were then sold to other associates of GAIG, which are our car partners, respectively, for the following reasons:

Business · 第 340 页

Leveraging our unique industry resources and close relationships with automobile manufacturers, including GAC Group, we undertake centralized vehicle procurement for our car partners and drivers.

Business · 第 283 页

Such collective deals are typically priced at a discount from prevailing market prices, and offer more streamlined delivery;

Business · 第 340 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-28Prospectus
百望股份有限公司BAIWANG CO., LTD.06657.HK

部分收入经业务合作伙伴转售或转介产生

Our business collaborators may purchase the software license of our cloud solutions and resell them to end customers.

Business · 第 247 页

Revenue attributable to these business collaborators under the above collaboration models, in aggregate, accounted for approximately 1.6%, 1.8% and 1.9% of our total revenue in 2021, 2022 and 2023, respectively.

Business · 第 247 页

Therefore, even if our business collaborator network may expand as a natural progression of our business growth, we do not expect to incur substantial upfront sales and marketing expenses in connection with our business collaborator network, as our payment obligations arise only when there are actual solution or service sales.

Business · 第 275 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-21Prospectus
元续科技控股有限公司METASURFACE TECHNOLOGIES HOLDINGS LIMITED08637.HK

经PACE协议向最大客户寄售并按验收确认收入

Pursuant to the PACE Agreements, we, as consignor are required to deliver items specified in the Global Supply Agreements (the ‘‘Consignment Items’’) to Customer A when the stock level of such items in Customer A’s inventories drops below a minimum level.

Business · 第 198 页

Under the consignment arrangement, we recognise revenue when Customer A accepts and releases the Consignment Items from its manufacturing sites. As at 31 December 2022 and 2023, the amount of Consignment Items maintained at Customer A’s manufacturing sites amounted to approximately S$0.3 million and S$0.3 million, respectively.

Business · 第 200 页

The Directors are of the view that there is no channel stuffing issue of the Consignment Items during the Track Record Period and up to the Latest Practicable Date.

Business · 第 200 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-21Prospectus
元续科技控股有限公司METASURFACE TECHNOLOGIES HOLDINGS LIMITED08637.HK

拓展油气行业提供油管管理及物流服务

We have also entered into an agreement dated 1 October 2022 with an independent third party, which is principally engaged in trading of steel tubulars and provision of related services, pursuant to which we provided services, such as tubular thread inspection, tubular body inspection, tubular inventory management and storage and other logistic services related to tubular management during the Track Record Period (the ‘‘TTM Agreement’’).

Business · 第 205 页

To strengthen our in-house capabilities in provision of oil and gas related services, we have enhanced training to our own staff, reducing dependency on external services and maintaining a sustainable skill set in-house.

Business · 第 205 页

In particular, although tubular management services per se does not involve precision machining or precision welding processes, we intend to leverage the provision of tubular management services under the TTM Agreement as a springboard and our advanced CNC machining capabilities to explore further opportunities with the independent third party and other customers in the oil and gas industry for provision of services relating to precision machining and precision welding.

Business · 第 205 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-20Prospectus
老铺黄金股份有限公司Laopu Gold Co., Ltd.06181.HK

代购客户贡献收入由2.0%升至6.6%

In 2021, 2022 and 2023, our revenue of RMB25.3 million, RMB50.3 million and RMB209.5 million were attributable to a total of five, six and ten of the Confirmed Buyer Customers, respectively, accounting for 2.0%, 3.9% and 6.6% of our total revenue for the same years, respectively.

Business · 第 219 页

This is a spontaneous market behavior that is beyond our control, and not uncommon in the jewelry retail industry, according to Frost & Sullivan.

Business · 第 219 页

Therefore, we believe that our sales to these buyers still reflect actual demand of our products and there is no channel stuffing concern for our transactions with these buyers.

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
2024-06-20Prospectus
天聚地合(苏州)科技股份有限公司Tianju Dihe (Suzhou) Technology Co., Ltd.02479.HK

充值服务以撮合方身份按净额确认收入

Our revenue is calculated as a percentage of the total top-up face value and recognized on a net basis under IFRS 15.

Business · 第 192 页

Since the Group acts as a facilitator in these transactions, we recognize revenue from this top-up service on a net basis on our consolidated statements of profit or loss.

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
2024-06-07Prospectus
武汉有机控股有限公司Wuhan Youji Holdings Ltd.02881.HK

产品贸易业务占收入13%至20%

Revenue contribution from products trading accounted for 20.6%, 13.2% and 17.0% of our total revenue for the years ended December 31, 2021, 2022 and 2023, respectively.

Summary · 第 3 页

The foremost goal of our products trading business is to facilitate the procurement of raw materials for our primary production operations, and we only engaged in toluene product trading when inventory level exceeds our requirement for production.

Business · 第 170 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-23Prospectus
汽车街发展有限公司Autostreets Development Limited02443.HK

代售业务付款安排A下垫付车款以锁定车源

We do not take the entrusted used vehicle into inventory, and record such payment as advances to used vehicle suppliers.

Business · 第 242 页

We will set up a reserve price (the lowest price the used vehicle can be sold) for the used vehicle that is greater than the proposed transaction price.

Business · 第 243 页

As such, we are generally able to avoid loss-making transactions as illustrated above, and only incurred losses (i.e. when the final transaction price at which the used vehicle is sold is lower than the proposed transaction price we paid) under very limited circumstances.

Business · 第 243 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-17Prospectus
趣致集团Qunabox Group Limited00917.HK

商品销售转售业务与营销服务并存

In 2021, 2022 and 2023, our merchandise sales business generated revenue of RMB105.0 million, RMB111.3 million and RMB144.3 million, accounting for 20.9%, 20.1% and 14.3% of our total revenue, respectively.

Business · 第 269 页

In 2021, 2022, and 2023, within this business segment, our purchases from our brand customers accounted for approximately 79%, 64%, and 56% of our total purchases, respectively.

Business · 第 271 页

We have adopted a series of internal control and risk management measures to minimize risks associated with potential undue competition, including among others, (i) continuously monitoring the development of internal policies of different brand customers, including their restrictions set upon their suppliers and business partners; (ii) conducting routine visit and consultation to brand customers to understand their preference and policies; and (iii) continuously enhancing our market recognition among FMCG target consumers as the “go-to place” to experience and access innovative brands and products to promote our ability to offer marketing service to a wide variety of brand customers.

Business · 第 273 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-16Prospectus
盛禾生物控股有限公司Sunho Biologics, Inc.02898.HK

期间向合肥生物科技公司提供合约生产服务

During the Track Record Period, we provided contract manufacturing services to one biotechnology company based in Hefei, Anhui Province, for production of monoclonal antibody drug in compliance with GMP/cGMP standards.

Business · 第 386 页

As of March 31, 2024, the contractual obligations under the contract manufacturing service agreement had been fully fulfilled.

Financial Information · 第 428 页

We expect to devote our productive forces to our own drug candidates and products as our clinical trials progress and after our commencement of commercialization.

Business · 第 386 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-03-20Prospectus
连连数字科技股份有限公司Lianlian DigiTech Co., Ltd.02598.HK

通过渠道合作伙伴获客并支付佣金

We leverage channel partners’ marketing and promotion capabilities and large customer bases to reach more potential customers for our digital payment solutions.

Business · 第 314 页

During the Track Record Period, all of our channel partners are independent third parties.

Business · 第 314 页

an increase in service charges which accounted for 9.1% of revenue in 2022 as compared to 1.8% in 2021, in line with the rapid expansion of our business services such as digital marketing during the same period

Financial Information · 第 399 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-03-13Prospectus
米高集团控股有限公司MIGAO GROUP HOLDINGS LIMITED09879.HK

代工生产服务、硝酸钾转售及产品转售

Under this business model, Guizhou Tobacco Investment provides us with the principal raw materials and we manufacture them into compound fertiliser in accordance with the stipulated product specifications.

Summary · 第 5 页

Furthermore, as our Chengdu Production Facility discontinued manufacturing, our Group resold all NOP to our customers during the Track Record Period and resold compound fertiliser to our customers during FY2021 and FY2022.

Business · 第 193 页

In FY2022, FY2023, 8MFY2023 and 8MFY2024, the average production fee for compound fertiliser under this new business arrangement was RMB454.4 per tonne, RMB519.5 per tonne, RMB512.6 per tonne and RMB395.2 per tonne, respectively.

Financial Information · 第 360 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-02-29Prospectus
乐思集团有限公司Lesi Group Limited02540.HK

总额法与净额法并行的双线收入模式

It involves the practice of arbitrage where we purchase advertising space and sell them to our customers.

Business · 第 153 页

Our revenue from mobile advertising solutions services accounted for approximately 90.9%, 92.1%, 92.2% and 96.0% of our total revenue for the years ended 31 December 2020, 2021 and 2022 and the nine months ended 30 September 2023, respectively.

Summary · 第 2 页

During the Track Record Period, the pricing mechanism that we agreed with our media partners was the same as the pricing mechanism that we agreed with our customers in order to minimise our business risks.

Business · 第 167 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-29Prospectus
天津建设发展集团股份公司Tianjin Construction Development Group Co., Ltd.02515.HK

应客户要求提供材料采购服务

We entered into those material procurement contracts based on our customers’ requests.

Business · 第 156 页

The revenue recognized for provision of material procurement services to Xintai Zhihui, Customer Z and Customer C amounted to RMB24.9 million, RMB3.8 million and RMB0.1 million, respectively, for the year ended December 31, 2022 and RMB1.0 million, RMB0.3 million and RMB1.9 million, respectively, for the six months ended June 30, 2023.

Business · 第 157 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-29Prospectus
美中嘉和医学技术发展集团股份有限公司CONCORD HEALTHCARE GROUP CO., LTD.02453.HK

作为中介采购并转售医疗设备的主次责任人模式

As a typical way to establish cooperation with our enterprise customers and target hospitals (who are our end customers that we supply medical equipment through distributors), we supply them with medical equipment purchased from renowned medical equipment manufacturers or distributors.

Business · 第 198 页

We are a principal under these arrangements, and our revenue is recognized on a gross basis in the consolidated statement of profit or loss.

Business · 第 218 页

We are an agent under these arrangements, and our revenue is recognized on a net basis in the consolidated statement of profit or loss.

Business · 第 218 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-28Prospectus
经纬天地控股有限公司WellCell Holdings Co., Limited02477.HK

约34%至45%收入以分包商身份取得

During the Track Record Period, to a relatively large extent, our revenue was generated from customers who were end customers, but whether our Group conducted business as a contractor or subcontractor did not have a material implication on our operations or standard of services.

Summary · 第 8 页

Accordingly, the capacities in which our Group obtained business or undertook a project (i.e. whether we act as a subcontractor or contractor) did not have a material implication on the operations or standard of services of our Group.

Business · 第 192 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-12Prospectus
河南金源氢化化工股份有限公司Henan Jinyuan Hydrogenated Chemicals Co., Ltd.02502.HK

LNG贸易业务及向贸易客户销售

According to our internal records, for FY2020, FY2021, FY2022 and 1H2023, our sales to trading customers for LNG amounted to RMB98.4 million, RMB14.0 million, RMB299.7 million and RMB105.5 million, respectively, representing 9.1%, 0.9%, 13.3% and 9.8% of our revenue for the corresponding years/period.

Business · 第 211 页

As such, our Directors consider that we did not adopt any distributorship business models in selling our products.

Business · 第 211 页

When we source LNG from third-party suppliers and replenish LNG from in-house production, the sales of LNG from gas stations will be recognised as sales of LNG procured from third-party suppliers under the trading segment based on the volume purchased while the sales of LNG from in-house production will be recognised under the energy products segment based on the volume produced.

Business · 第 228 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-08Prospectus
瑞浦兰钧能源股份有限公司REPT BATTERO Energy Co., Ltd.00666.HK

向车企指定电池包制造商销售

The customers of our EV battery products are primarily EV manufacturers and EV battery pack manufacturers designated by EV manufacturers, and our EV battery products are used in passenger vehicles, commercial vehicles, specialized vehicles and construction machinery such as forklift trucks, unmanned sweepers, low speed vehicles and construction vehicles.

Business · 第 273 页

(1) Suzhou KeyPower Technologies Co., Ltd., as the EV battery pack manufacturer designated by SAIC-GM- Wuling (上汽通用五菱), purchased EV battery cells from us, which assembled those EV battery cells together with other components, such as the BMS and EMS, into EV battery packs, and then sold those EV battery packs to SAIC-GM-Wuling (上汽通用五菱).

Business · 第 274 页

Under such arrangement, we generally enter into the contract with the designated EV battery pack manufacturers.

Business · 第 273 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-08Prospectus
瑞浦兰钧能源股份有限公司REPT BATTERO Energy Co., Ltd.00666.HK

向供应商转售原料以保障供应

In addition to satisfying our production needs, we purchase feedstock materials, primarily lithium carbonate, and sell them to our suppliers as a way to help our suppliers source feedstock materials for battery products including LFP and electrolyte solutions, which was an industry norm, according to the F&S Report.

Business · 第 267 页

Under the accounting policies adopted by us, despite that the we sold feedstock raw materials to those suppliers, no revenue was recorded in our results of operations.

Business · 第 267 页

We plan to further source feedstock materials such as lithium carbonate for our suppliers so that we could ensure the timely and sufficient supply of our raw materials.

Business · 第 267 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-10-31Prospectus
华视集团控股有限公司Huashi Group Holdings Limited01111.HK

广告代理客户收入占比上升并按净额确认

Our revenue contributed by advertising agents increased from approximately 6.2% for FY2021 to approximately 22.4% for FY2022, and increased from approximately 8.6% for 4M2022 to approximately 38.1% for 4M2023, which was mainly due to the increase in revenue from advertising agents generated from our provision of advertisement placement services (including rebates from Media Partner) which we commenced in FY2022.

Business · 第 254 页

The increase in our gross profit margin of online media advertising services in FY2022 and 4M2023 was mainly due to that we recognised revenue generated from the Ten Advertising Agents under online media advertising services on a net basis and all costs had been netted off with the gross revenue.

Summary · 第 6 页

During the Track Record Period, some advertising agents sourced advertising resources from us for their customers as we have established cooperative relationships and connections with certain advertising resources providers which enable us to possess specific advertising resources which may not be immediately available to other advertising agents.

Business · 第 252 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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