Material acquisitions affecting comparability

Hong Kong IPO disclosure precedents · 84 companies, 86 items

Material acquisitions or disposals of companies completed during the track record, including consideration structures, goodwill and intangibles recognised, revenue/profit contribution, and consolidation timing effects on comparability.

2026-06-17Prospectus
SG Micro Corp圣邦微电子(北京)股份有限公司03661.HK

The increase in 2025 was primarily due to the acquisition and integration of two companies primarily engaged in distribution, whose distributor networks were subsequently consolidated into our own as part of our efforts to broaden our distribution reach.

Business · p. 155

Our goodwill significantly increased from RMB78.7 million as of December 31, 2024 to RMB301.3 million as of December 31, 2025, primarily due to our acquisitions in 2025.

Financial Information · p. 194

Impairment reviews on the goodwill of our Group have been conducted by the management as of December 31, 2023, 2024 and 2025, according to IAS 36 "Impairment of assets".

Financial Information · p. 195
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-06-17Prospectus
LINGYI iTECH (GUANGDONG) COMPANY广东领益智造股份有限公司01688.HK

As of the Latest Practicable Date, the acquisition of the first phase of 10% of shares of Senyi has been completed. Following completion of the acquisition, Lingyi Technology will hold 51% equity interest of Senyi, and Senyi would become a non-wholly owned subsidiary of our Company.

Summary · p. 13

The acquisition was closed in January 2026, following which we held 52.78% of voting rights in Readore, and Readore had become a non-wholly owned subsidiary of our Company.

Summary · p. 13

Our goodwill significantly increased from RMB1,173.9 million as of December 31, 2024 to RMB2,703.7 million as of December 31, 2025, primarily attributable to the recognition of goodwill totaling approximately RMB1,572.3 million arising from our acquisitions completed during 2025.

Financial Information · p. 245
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-06-17Prospectus
Beijing Zhongke WengeAI Science and Technology Co., Ltd.北京中科闻歌科技股份有限公司01956.HK

On April 28, 2025, Wenge Media, our subsidiary, entered into the Agreement to acquire Xinhua Mobile.

Financial Information · p. 220

As advised by our PRC Legal Advisor, the acquisition has been properly and legally completed and fully settled as of May 19, 2025.

Financial Information · p. 220

Xinhua Mobile Group serves an already established customer base within the media and communication sector that is expected to expand our market reach, drive sustainable growth for us and reinforce our market leadership.

Financial Information · p. 220
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-27Application Proof
Aier Eye Hospital Group Co., Ltd.爱尔眼科医院集团股份有限公司

We acquired 41, 91 and 44 acquisition targets in 2023, 2024 and 2025, respectively.

Financial Information · p. 237

Our goodwill increased from RMB6,532.8 million as of December 31, 2023 to RMB8,447.7 million as of December 31, 2024, and further increased to RMB9,486.5 million as of December 31, 2025.

Financial Information · p. 237

Our capacity to standardize clinical protocols, realize economies of scale, and accelerate the maturation process of new hospitals from their initial ramp-up phase to sustained profitability will directly dictate our margin expansion and long-term financial viability.

Financial Information · p. 221
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-27Application Proof
Sino Medical Sciences Technology Inc.赛诺医疗科学技术股份有限公司

Our intangible assets increased from RMB386.7 million as of December 31, 2023 to RMB583.5 million as of December 31, 2024, primarily due to our acquisition of eLum in 2024, through which we acquired 10 invention patents and proprietary technologies, primarily relating to neurovascular access and flow diverter technologies.

Financial Information · p. 208

The carrying amount of goodwill amounted to RMB46.2 million as of December 31, 2024 and 2025, arising from our acquisition of eLum in 2024.

Financial Information · p. 209
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-27Application Proof
Hanwei Electronics Group Corporation汉威科技集团股份有限公司

These acquisitions and establishments were made in order to enrich our product offerings and capture long-term growth in sensors and gas instruments, as these entities brought established gas utility relationships and MEMS technology platforms.

Financial Information · p. 166

While these entities were in their initial investment and construction phases at the time of acquisition or establishment, operating at a loss with limited revenue and material administrative and research and development expenses, we believe these are integration costs necessary for long-term strategic positioning.

Financial Information · p. 166

Our trade and other receivables decreased from RMB1,586.2 million as of December 31, 2024 to RMB1,519.0 million as of December 31, 2025, primarily due to (i) a decrease in other receivables, net of RMB106.7 million, mainly as a result of the disposal of Hanwei Zhiyuan, partially offset by (ii) an increase in trade debtors and bills receivable, net of RMB45.9 million due to ongoing business expansion.

Financial Information · p. 182
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-26Application Proof

The acquisition of the 100% equity interest in Chaarat ZAAV from Chaarat for a cash consideration US$92 million was completed on January 23, 2026.

Summary · p. 19

On April 28, 2026, we transferred 30% equity interest in Chaarat ZAAV to Kyrgyzaltyn, a state-owned entity of Kyrgyz Republic pursuant to the agreements with the National Investment Agency.

Summary · p. 19
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-26Application Proof
HLA GROUP CORP., LTD.海澜之家集团股份有限公司

Our goodwill increased by 9.3% from RMB732.3 million as of December 31, 2023 to RMB800.4 million as of December 31, 2024, primarily due to the recognition of goodwill of RMB144.0 million upon the acquisition of Spoz, which was partially offset by the recognition of goodwill impairment loss of RMB75.8 million of YeeHoO, because we adopted more conservative assumptions when forecasting future revenue and gross margin, influenced by (i) a contraction in the infant and child products market and (ii) reduced demand for higher-priced infant products, which led to lower projected cash flows.

Financial Information · p. 198

(ii) the absence of a one-off gain of RMB151.9 million from the disposal of one of our previous subsidiary, Heylads, in 2023; partially offset by the gain on remeasurement of our equity interest in Spoz, in 2024.

Financial Information · p. 194
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-21Application Proof
Bethel Automotive Safety Systems Co., Ltd.芜湖伯特利汽车安全系统股份有限公司

Pursuant to the supplemental agreement entered into by the parties on April 28, 2026, the considerations were RMB669,602,185, RMB331,797,815, RMB80,000,000 and RMB40,000,000, respectively, which will be settled in cash.

Summary · p. 10

Upon completion, Yubei Steering will be owned as to 50.9727% by our Company and become a non-wholly-owned subsidiary of our Group.

Summary · p. 10

The Acquisition constitutes a major acquisition for our Group subsequent to the Track Record Period.

Summary · p. 10
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-20Application Proof

On April 24, 2026, Shun Tak-China Travel Ship Management Limited, our non-wholly owned subsidiary, entered into an asset purchase agreement with Dukling Limited to acquire its cruise and tourism business, together with the operating vessel and associated assets, including intellectual property rights, accounts and records, for a total consideration of HKD10,000,000.

Summary · p. 4

As of the Latest Practicable Date, the acquisition had not been completed.

Summary · p. 4
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-19Application Proof
Suzhou Dongshan Precision Manufacturing Co., Ltd.苏州东山精密制造股份有限公司

The goodwill represented to the CGU attributed from Source Photonics is RMB2,799.0 million in 2025.

Financial Information · p. 213

Our inventories increased from RMB6,152.7 million as of December 31, 2024 to RMB8,928.9 million as of December 31, 2025, primarily due to (i) an increase in work in progress from RMB1,003.1 million as of December 31, 2024 to RMB2,333.8 million as of December 31, 2025 and (ii) an increase in raw materials from RMB1,654.5 million as of December 31, 2024 to RMB2,758.8 million as of December 31, 2025.

Financial Information · p. 210

It increased to RMB10,073.0 million as of December 31, 2025, resulting from the acquisition of Source Photonics and GMD.

Financial Information · p. 211
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-14Application Proof
Shenzhen Hosonsoft Co., Ltd.深圳市汉森软件股份有限公司

Pursuant to the investment agreement dated July 29, 2025 (as varied and supplemented by the supplemental agreements) entered into between, among others, our Company and Shanghai Celludye, our Company agreed to subscribe for 9,544,444 shares of Shanghai Celludye at a consideration of RMB120 million, and acquire 17,227,722 shares of Shanghai Celludye at a consideration of RMB216.6 million from Shanghai Celludye’s then shareholders.

Summary · p. 7

The total consideration of the subscription and acquisition of Shanghai Celludye’s shares was settled using our internal resources and external financing and was determined on the basis of arm’s length negotiation, taking into account the valuation of Shanghai Celludye during its previous round of financing with upward adjustment based on the synergy that can be created with us after consolidating Shanghai Celludye as our subsidiary.

Summary · p. 7

After the Track Record Period, our Group experienced growth in revenue, gross profit and net profit, primarily driven by (i) our acquisition of Shanghai Celludye, which contributed to an increase in revenue from our dyes and inks business; and (ii) an increase in sales volumes of our printing control systems.

Summary · p. 15
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-11Application Proof
Shenzhen Mindray Bio-Medical Electronics Co., Ltd.深圳迈瑞生物医疗电子股份有限公司

The significant increase in new distributors in 2024 was primarily attributed to the acquisitions of DiaSys Group and APT Medical Inc.

Business · p. 199

For example, through the acquisition of APT Medical Inc., a company listed on the STAR Market, we entered the minimally invasive intervention business, which represents a new driver for our business expansion and revenue growth.

Financial Information · p. 235

In IVD, our acquisitions of DiaSys and HyTest enhanced our global supply chain resilience, secured key raw materials and strengthened R&D capabilities.

Business · p. 182
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-05Prospectus
IMPACT Therapeutics, Inc南京英派药业股份有限公司07630.HK

In August 2023, we and Junshi mutually and amicably agreed to terminate the collaboration due to strategic realignment.

Business · p. 208

Under the termination agreement entered into by us and Junshi (the “Termination Agreement”), we acquired all of Junshi’s equity interest in the Joint Venture for a consideration of RMB300.0 million, which was the same with Junshi’s initial capital injection to the JV, and has been fully settled.

Business · p. 209

In addition, in recognition of Junshi’s contribution, we agreed to pay up to RMB50.0 million as variable consideration, calculated as a fixed percentage of annual net sales of senaparib until fully paid.

Business · p. 209
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-04-27Prospectus
Cofoe Medical Technology Co., Ltd.可孚医疗科技股份有限公司01187.HK

On December 17, 2024, we entered into the equity transfer agreement and subsequently completed the transaction in January 2025, acquiring a 94.35% interest in Shanghai Huazhou.

Business · p. 119

We have completed the acquisition of an 87.6% stake in Humana Medical Limited (喜曼拿醫療系統有限公司) by the end of June 2025.

Business · p. 128

Our trade and bills receivables increased from RMB401.8 million as of December 31, 2024 to RMB452.0 million as of December 31, 2025, primarily due to the consolidation of the trade and bills receivables of our subsidiaries following the acquisition of Humana Medical Limited and Shanghai Huazhou.

Financial Information · p. 216
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-04-27Application Proof
Guangzhou Ruoyuchen Technology Co., Ltd.广州若羽臣科技股份有限公司

In April 2026, Ruoyuchen International Limited (若羽臣國際有限公司) (“Ruoyuchen International”), our indirectly wholly-owned subsidiary incorporated in the British Virgin Islands, entered into share purchase agreements with Bespoke Global LP (“Bespoke Global”), a Cayman Islands exempted limited partnership, to acquire its equity interests in Bespoke Holding Corporation, a company incorporated in Delaware, the United States, and Erno Laszlo Group Ltd, a company incorporated in the United Kingdom, for a total consideration of approximately US$43.8 million.

Summary · p. 11

The acquisition is expected to generate synergies with our existing business, including enhancing our brand portfolio, strengthening our product development capabilities and expanding our market presence.

Summary · p. 11
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-04-24Application Proof

Our intangible assets increased significantly to US$49.7 million as of December 31, 2025, primarily due to the recognition of license intangible assets arising from the acquisition of Shanghai Anxinhui in 2025.

Financial Information · p. 202

Our goodwill was nil, nil and US$12.6 million as of December 31, 2023, 2024 and 2025, respectively, primarily due to the acquisition of Shanghai Anxinhui.

Financial Information · p. 203

Our prepayments and other receivables subsequently decreased to US$14.0 million as of December 31, 2025, primarily due to the decrease in our current prepayment, mainly attributable to settlement of aforesaid prepayments in relation to the acquisition of Shanghai Anxinhui.

Financial Information · p. 203
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-04-20Application Proof
WeiMai Inc.微脉公司

We acquired Ningbo Censhi Insurance Agency Co., Ltd. 寧波岑石保險代理公司(“Ningbo Censhi”) in 2025 (details of the acquisitions are set out in note 34 to the Accountants’ Report set out in Appendix I of this document) in order to enhance our insurance brokerage services business.

Financial Information · p. 227

We acquired Nanfang Health Technology Group Co., Ltd. 杭州醫普南方健康科技集團有限公司 (“Nanfang Health”) in 2025 (details of the acquisitions are set out in note 34 to the Accountants’ Report set out in Appendix I of this document) in order to enhance our IP-driven healthcare marketing solutions business.

Financial Information · p. 227

To fortify the post-acute phase of our whole-course healthcare management ecosystem, we completed the strategic acquisition of Ruiwankang, a company specializing in post-treatment and post-discharge nursing.

Business · p. 137
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-04-17Application Proof
FAIRLAND CORPORATION LIMITED深圳菲亚兰德科技集团股份有限公司

We consolidated 706 distributors through such acquisitions, most of whom are small-scale local dealers.

Business · p. 120

As of December 31, 2023, 2024 and 2025, we recorded goodwill of nil, nil and RMB13.0 million, respectively.

Financial Information · p. 190

Our intangible assets increased from RMB4.8 million as of December 31, 2024 to RMB15.2 million as of December 31, 2025, mainly attributable to the recognition of customer relationship intangible assets arising from our acquisitions of five downstream distributors during the year.

Financial Information · p. 190
The company's explanation, the adviser's view and the page in the filing: see Matters

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