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.
FENS is a brand acquired by us through asset acquisition from Shenzhen Dongfang Jiayu Co., Ltd. (深圳市東方嘉裕實業有限公司) (“Shenzhen Dongfang Jiayu”) in 2023 with consideration of: (i) approximately RMB20,000 for trademarks; and (ii) approximately RMB3.1 million for store resources and equipment.
Business · p. 207
The revenue contribution of FENS stores to us was not material in 2024.
Such cooperation agreements had been terminated on December 25, 2024, following our acquisition of 100% of equity interest in Hangzhou Greentea, which allows us to own and directly operate such restaurants without any cooperative arrangement.
Business · p. 166
Our amounts due from related parties primarily consist of (i) the expenses relating to the expansion and renovation of the Longjing restaurant we advanced to Hangzhou Greentea prior to our acquisition of Hangzhou Greentea and its subsidiary on December 25, 2024 and (ii) receivables relating to our operation of certain restaurants under the cooperation agreements with our connected persons, which had been terminated on December 25, 2024.
In February 2022, the then shareholders of Jiangsu TAFEL resolved to transfer its business and certain assets including properties, plant and equipment, other intangible assets and part of the inventories held by Jiangsu TAFEL and its subsidiaries to our Company and its subsidiaries.
Business · p. 320
On February 25, 2022, Zenergy Investment transferred its entire 100% equity interests in Suzhou ZENIO to our Company at a consideration of RMB306.9 million, being the fair value of identifiable assets and liabilities of Suzhou ZENIO on the date of the acquisition of RMB305.6 million plus goodwill arising from the acquisition of RMB1.3 million.
In January 2022, we acquired a 62% equity interest in Golden Star Resources, which in turn indirectly holds a 90% equity interest in GSWL, and we began consolidating the accounts of Golden Star Resources from February 1, 2022.
Business · p. 288
In January 2023, we completed the acquisition of a 51% equity interest in Xinhenghe Mining, which in turn directly holds a 90% equity interest in Jintai Mining, which runs Jintai Gold Mine, and we began consolidating the accounts of Jintai Mining from January 31, 2023.
Business · p. 285
Our other intangible assets increased significantly by 666.3% from RMB856.5 million as of December 31, 2021 to RMB6,562.7 million as of December 31, 2022. This was primarily due to an increase in exploration and mining rights of RMB5,723.1 million resulting from our acquisition of Golden Star Resources in 2022.
Accordingly, with respect to the JV stores operated by Leisure Lion, we recognized revenue from sales of RVs as revenue generated from sales to dealers for 2021, 2022, and the period in 2023 when Leisure Lion remained as our equally-owned joint venture.
Summary · p. 7
Our revenue generated from sales to dealers decreased from RMB268.2 million for the six months ended June 30, 2023 to RMB252.5 million for the six months ended June 30, 2024, primarily because the revenue from the JV stores operated by Leisure Lion was recorded as revenue generated from direct sales via JV stores after Leisure Lion became our subsidiary in September 2023.
Summary · p. 7
Subsequently, Leisure Lion became one of our subsidiaries in September 2023 when the shareholding interest of Regent Company in it increased to 51%.
Our inventories increased from RMB0.3 million as of December 31, 2021 to RMB5.8 million as of December 31, 2022, primarily due to the acquisition of Jianmingtang in December 2022, which is a pharmaceutical retailer with its own medicine stock.
Financial Information · p. 465
Our goodwill was RMB2.9 million, RMB8.6 million, RMB8.6 million and RMB8.6 million as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively, as the result of our acquisition of Choksend Communication in 2019 and our acquisition of Fujian Jianmingtang in 2022.
In 2021, our acquisition of Kerry Logistics further strengthened our domestic and cross-border express operations in Southeast Asia, international supply chain and freight forwarding capabilities.
Summary · p. 3
Successful integration of Kerry Logistics into our existing international operations further solidified our global integrated logistics capabilities and customer base, empowering our global expansion strategy and vision.
Summary · p. 3
Our acquisition of Kerry Logistics in September 2021 further enhanced our international supply chain services capabilities.
We entered into a share transfer agreement on September 28, 2022 with Wenzhou Yiying Health Clinic Hospital Co., Ltd. (溫州頤影健診醫院有限公司) (the “Wenzhou Yiying Vendor”), pursuant to which we agreed to acquire 60% equity interest in Wenzhou Yiying from the Wenzhou Yiying Vendor at a consideration of RMB26.4 million (the “Acquisition of Wenzhou Yiying”), with the remaining equity interest being held by the Wenzhou Yiying Vendor.
Financial Information · p. 444
Our intangible assets increased by 44.5% from RMB32.0 million as of December 31, 2022 to RMB46.2 million as of December 31, 2023, primarily due to (i) our acquisition of Wenzhou Yiying in August 2023 and (ii) our procurement of office softwares in 2023.
Note: This prospectus includes two Accountants’ Reports set forth as Appendices IA and IB, respectively.
Summary · p. 5
Our Group recorded other intangible assets of RMB73.3 million as of December 31, 2021, primarily due to acquisitions of technology and customer relationship through our acquisition of Shenzhen EDA Group in December 2021.
On 27 February 2024, Palasino Group entered into a framework share purchase agreement with CAIAC Fund Management AG (being the fund manager acting on behalf of Czech Real Estate Investment Fund) (the "Vendor"), pursuant to which Palasino Group agreed to purchase 100% of the equity interest in Retail Park Mikulov s.r.o., a company incorporated in the Czech Republic ("Retail Park Mikulov") held by the Vendor for a cash consideration of CZK42.0 million (equivalent to approximately HK$14.7 million) (subject to adjustment by reference to net asset value less bank debt, which adjustment is estimated to be approximately CZK1.1 million (equivalent to approximately HK$0.4 million)) (the "Mikulov Acquisition").
Summary · p. 30
It is the plan of our Group to convert the Property to be a land-based casino.
Summary · p. 30
The Mikulov Acquisition was completed by the end of February 2024.
Following the amendments to the respective articles of association of Baoqing Migao and Anda Migao by removing the specific terms which would require consent of all of their shareholders on certain matters, we have obtained control over Baoqing Migao and Anda Migao and they became our subsidiaries and ceased to be related parties of our Group from 31 March 2022.
Financial Information · p. 431
Following the inclusion of Baoqing Migao and Anda Migao as our subsidiaries on 31 March 2022, our estimated annual production capacity for SOP increased by approximately 144,000 tonnes as at the Latest Practicable Date, which is expected to contribute to the expected increase in revenue in the near future.
Financial Information · p. 363
The net gain of RMB12.1 million recorded in FY2022 was mainly attributable to the gain on deemed disposal of joint ventures of RMB13.0 million derived from the acquisition of subsidiaries through obtaining control over two former joint ventures of our Group, namely, Anda Migao and Baoqing Migao.
Our intangible assets increased from RMB698.5 million as of December 31, 2020 to RMB902.3 million as of December 31, 2021 primarily due to increases in goodwill and patents and technology in connection with the acquisition of Beijing Healthingkon, partially offset by a decrease in operating license as a result of the disposal of our equity interest in Beijing Century Friendship together with the licenses it held.
Financial Information · p. 351
We recorded other income and other net losses of RMB7.8 million in 2021, compared to other income and other net losses of RMB11.8 million in 2020, primarily due to gain on disposal of a subsidiary of the RMB30.0 million we recognized in 2021, resulting from the disposal of our equity interest in Beijing Century Friendship, partially offset by an increase of RMB29.6 million in provision for impairment of amounts due from related parties, which was derived using general approach of expected credit loss model and is non-cash in nature.
In December 2022, we acquired a 49% equity interest in Luxsense, an associate of our Company, which manufactures modules for our LiDAR products.
Business · p. 209
Such strategic acquisition enables us to gain better control over the production of modules for our products to ensure stable supply to customers and allows us to closely monitor product quality and communicate with the production facilities more effectively.
Business · p. 209
In 2022, we also entered into manufacturing service agreements with Luxsense for the production of modules for our LiDAR products.
In July 2022, our Group acquired additional 47.8% equity interest of Shanghai UBJ from other shareholders at a total consideration of RMB295.5 million.
Financial Information · p. 472
Such vertical integration has proven to be effective during the Track Record Period as we were able to lower our subcontracting fees from RMB105.8 million to RMB63.8 million from FY2021 to FY2022 upon the acquisition of Shanghai UBJ, which resulted in an increase in gross profit margin from sales of education smart robotic products and services from 44.8% to 56.1% from FY2021 to FY2022.
Business · p. 390
We had goodwill of RMB75.6 million as of December 31, 2022 and June 30, 2023, from the acquisition of Shanghai UBJ for its education smart robotic products and services business and Jiangsu Tianhui for us to further expand and strengthen the competitiveness of our logistics smart robotic products and services business.
In order to reduce the importance of crude coking coal gas as a raw material and hence our reliance on the Jinma Group, subsequent to the Track Record Period, on 10 August 2023, our Company entered into an asset transfer agreement with Jinma Energy, pursuant to which our Company agreed to acquire from Jinma Energy the Coke Granule Coal Gas Facilities at a consideration of RMB108,326,300.
Summary · p. 9
On 16 August 2023, Jinma Energy and our Company entered into an equity transfer agreement, pursuant to which Jinma Energy agreed to transfer its equity interest in Jinma Qingneng to our Company at a consideration of RMB72,358,570.4 which was determined with reference to the carrying value of the long term investment of Jinma Qingneng as of 31 July 2023 in Jinma Energy’s accounts.
Summary · p. 9
In order to grasp the opportunities arising from hydrogen business as advocated by the PRC government, subsequent to the Track Record Period, we have completed the construction of a gas station with hydrogen refuelling facilities in Zhengzhou High-Tech Industrial Development Zone in October 2023 with a designed refuelling capacity of 4,000 kg of hydrogen per 12 hours and constructed refuelling capacity of 2,000 kg of hydrogen per 12 hours which is expected to meet the daily usage needs of 80 to 100 hydrogen fuel cell heavy trucks (including muck trucks).
We acquired four distributors in 2021, which have become our subsidiaries since then.
Business · p. 166
In 2021, due to our acquisitions of four distributors, we engaged the sub-distributors of these distributors directly, who were previously not in privity with us.
Business · p. 167
Such goodwill arose from our strategic acquisitions of Beijing Tianfeiyan, Harbin Jinyanhui, Changchun Jinyanhui, and Taiyuan Jixiangyan, all of which engage in offline sales of EBN products.
The decrease of our net expected credit loss from HK$41.9 million in 2021 to HK$37.7 million in 2022 was because our loan portfolio continued to decrease before taking into account the Transferred Loans, and we acquired an unsecured loan portfolio which consists of 454 loan accounts with fair values of HK$146.8 million of Unsecured Property Owner Loans and four loan accounts with fair values of HK$3.3 million of Personal Loans from the Excluded Group in 2022, which led to an increase in the proportion of Unsecured Property Owner Loans and the decrease in the proportion of Personal Loans in our loan portfolio in 2022.
Financial Information · p. 264
The decrease of our expected loss rate from 10.8% as of December 31, 2021 to 10.3% as of December 31, 2022 was because the positive impact of the Transferred Loans we acquired in 2022 outweighed the negative impact of the COVID-19 outbreak.
For instance, we entered into agreement to acquire Payload & Linker Business in July 2021 to enhance our discovery, research and development capabilities with respect to payload-linkers.
Financial Information · p. 303
As part of our acquisition of the Payload & Linker business unit from STA, we have leased from STA and operated the relevant operation site in Changzhou.
Business · p. 195
We recorded goodwill of nil, RMB215.2 million, RMB215.2 million and RMB215.2 million as of December 31, 2020, 2021 and 2022 and June 30, 2023, in relation to our acquisition of Payload & Linker Business in 2021.
To further cement our control over supply chain and enhance the vertical integration of upstream supply chain, we acquired (i) the beef processing plant (i.e. Heyi Plant) in August 2021, which was subsequently relocated and upgraded to a new one on our own land, (ii) the meatball production plant (i.e. Wanlai Wanqu Plant) in August 2021, and (iii) the hotpot soup base production plant (i.e. Chengming Plant) in November 2022.
Business · p. 204
As a result of self-producing a portion of our main products, we enjoyed lower unit costs as compared to procuring from third-party suppliers.
Summary · p. 12
Prior to the acquisition of our self-operated production facilities, we primarily procured beef from Luyi Heyi and other beef suppliers, meatballs from Sanquan, and hotpot soup base from Luyi Chengming.
In addition, our results of operations in 2021 and 2022 were also impacted by our integration costs in relation to the acquisition of BEST Express China, which amounted to US$266.3 million and US$387.8 million, respectively.
Summary · p. 16
In 2022, we recorded certain one-off impairment of goodwill based on peers’ performance and general industry trend.
Summary · p. 16
In 2022, we successfully integrated BEST Express China.