商誉减值测试及关键假设

港股IPO招股书披露先例 · 99 家公司,99 项

此类事项指收购产生的商誉分配至现金产出单元,并按使用价值或现金流折现模型以管理层批准的五年期预算现金流、税前折现率及终端增长率等关键假设进行年度减值测试的事项。招股书通常于概要、风险因素、业务及财务资料等章节披露商誉账面值及其在现金产出单元间的分配、减值测试方法与关键假设,并进行敏感性分析以量化假设变动对可收回金额的影响。申请人一般说明可收回金额高于账面值的缓冲空间、关键假设取值与外部信息来源一致,并解释假设的合理可能变动不会导致账面值超出可收回金额,故往绩期间通常未确认减值。

2026-05-29Application Proof
浙江力积存储科技股份有限公司Zhejiang Zentel Memory Technology Co., Ltd.

收购Zentel Japan商誉及减值测试

As of December 31, 2023, 2024 and 2025, our goodwill amounted to RMB24.1 million, RMB24.5 million and RMB24.0 million, respectively.

Financial Information · 第 243 页

The key assumptions on which we have based our cash flow projections to undertake impairment testing of goodwill are (i) budgeted revenue — amounts of the budgeted sales are based on the historical data and our expectation of the future market; (ii) budgeted gross margins — the basis used to determine the value assigned to the budgeted gross margins is the average gross margins achieved in the year immediately before the budget year; and (iii) discount rate — the discount rate used is before tax and reflects specific risks relating to the relevant unit.

Financial Information · 第 243 页

Considering there was still sufficient headroom based on the assessment, we believe that a reasonably possible change in the above key parameters would not cause the carrying amount of the Zentel Japan cash-generating unit to exceed its recoverable amount as of December 31, 2023, 2024 and 2025.

Financial Information · 第 244 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-27Application Proof
赛诺医疗科学技术股份有限公司Sino Medical Sciences Technology Inc.

商誉减值测试余量有限并作敏感性分析

Goodwill has been allocated to the cash-generating unit (‘‘CGU’’), namely eLum, and is tested for impairment annually.

Financial Information · 第 209 页

As of December 31, 2024 and 2025, the recoverable amount of the CGU exceeded its carrying amount by approximately RMB28.5 million and RMB34.1 million, respectively.

Financial Information · 第 210 页

Based on the above assessments and sensitivity analyses, the recoverable amounts remained in excess of the carrying amounts, and therefore no impairment was considered necessary.

Financial Information · 第 210 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-22Application Proof
普祥健康控股有限公司Puxiang Healthcare Holding Limited

收购普祥中医院产生商誉6,020万元

Our goodwill is recognized from our acquisition of Puxiang TCM Hospital. We recorded goodwill of RMB60.2 million, RMB60.2 million and RMB60.2 million as of December 31, 2023, 2024 and 2025, respectively.

Financial Information · 第 242 页

These calculations use cash flow projections based on financial budgets approved by management covering a five-year period.

Financial Information · 第 242 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-20Application Proof
中旅港澳文旅控股有限公司CTG Hongkong and Macao Culture and Tourism Holding Limited

商誉12.93亿港元须进行减值测试

We recorded goodwill of HKD1,292.9 million as of each of December 31, 2023, 2024 and 2025.

Financial Information · 第 177 页

The recoverable amount of the travel-document and related services CGU has been determined based on a value in use calculation using cash flow projections based on financial budgets covering through 2047 approved by our senior management.

Financial Information · 第 177 页

The discount rates applied to cash flow projections are 11.0%, 11.0% and 10.0% respectively during the Track Record Period.

Financial Information · 第 177 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
深圳市汉森软件股份有限公司Shenzhen Hosonsoft Co., Ltd.

收购世着色产生商誉7,380万元及无形资产1.724亿元

Our goodwill increased from nil as of December 31, 2024 to RMB73.8 million as of December 31, 2025 due to our acquisition of Shanghai Celludye in August 2025.

Financial Information · 第 215 页

This calculation was based on cash flow projections from management-approved financial budgets over a five-year period, with a pre-tax discount rate of 13.9% and a terminal growth rate of 2%.

Financial Information · 第 215 页

As of December 31, 2025, the recoverable amount of the CGU of Shanghai Celludye exceeded its carrying amount by approximately RMB48.9 million, providing sufficient headroom.

Financial Information · 第 216 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-13Application Proof
宁波菲仕技术股份有限公司Ningbo Physis Technology Co., Ltd.

商誉2,620万元源于两次收购,每年进行减值测试

Our goodwill increased by RMB2.0 million from RMB24.1 million as of December 31, 2023 to RMB26.2 million as of December 31, 2024, resulting from the acquisition of 70.0% equity interest of NGTEC from two Independent Third Parties at a consideration of EUR663,137.00 in July 2024.

Financial Information · 第 242 页

We determine whether goodwill is impaired at least on an annual basis. Based on the results of the impairment testing, our management determined that goodwill was not impaired as of December 31, 2023, 2024 and 2025.

Financial Information · 第 242 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-11Application Proof
深圳迈瑞生物医疗电子股份有限公司Shenzhen Mindray Bio-Medical Electronics Co., Ltd.

收购形成大额商誉及无形资产

Our goodwill increased significantly from RMB5,061.7 million as of December 31, 2023 to RMB11,093.2 million as of December 31, 2024, primarily due to our acquisition of APT Medical Inc. in 2024.

Financial Information · 第 250 页

We did not recognize any impairment loss of goodwill during the Track Record Period.

Financial Information · 第 250 页

Our other intangible assets increased significantly from RMB1,958.9 million as of December 31, 2023 to RMB6,091.2 million as of December 31, 2024, primarily attributable to the patents and technical know-how, trademarks and customer relationship we recognized in our acquisition of APT Medical Inc. in 2024.

Financial Information · 第 250 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-30Application Proof
山推工程机械股份有限公司Shantui Construction Machinery Co., Ltd.

商誉减值测试的敏感度余量有限

Our goodwill remained at RMB11.6 million in 2023, 2024 and 2025.

Financial Information · 第 231 页

The headroom amounted to RMB17.4 million, RMB7.8 million and RMB14.0 million as of December 31, 2023, 2024 and 2025, respectively.

Financial Information · 第 232 页

If the revenue annual growth rate decreased from 6.61% to 3.25%, from 5.88% to 5.84% and from 10.23% to 10.19% or the average gross margin (including warranties) decreased from 15.83% to 15.51%, from 15.16% to 15.05% and from 14.21% to 13.69%, or the pre-tax discount rate increased from 11.76% to 12.44%, from 10.25% to 10.47% and from 10.36% to 10.73%, an impairment on goodwill would be recognized in 2023, 2024 and 2025, respectively.

Financial Information · 第 232 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-29Application Proof
深圳云天励飞技术股份有限公司Shenzhen Intellifusion Technologies Co., Ltd.

收购D-infuture产生商誉及减值测试

We completed the first step of the acquisition in April 2024 at a cash consideration of RMB60.0 million, which resulted in a goodwill of RMB20.4 million that represented the difference of such cash consideration and the value of identifiable net assets of D-infuture Tech acquired at the acquisition date of RMB39.6 million.

Financial Information · 第 231 页

We engaged an independent qualified professional valuer to assist the preparation of the goodwill impairment testing.

Financial Information · 第 232 页

The headroom of the recoverable amounts over the carrying amount of the D-infuture Tech as at December 31, 2024 and 2025 are RMB77.3 million and RMB61.4 million, respectively.

Financial Information · 第 232 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

商誉3.689亿元及减值测试关键假设

As of December 31, 2023, 2024 and 2025, we had goodwill of RMB242.4 million, RMB364.3 million and RMB368.9 million.

Financial Information · 第 209 页

Management engaged independent external valuers to assess the recoverable amounts of goodwill as at the end of each year.

Financial Information · 第 211 页

The management has considered and assessed reasonably possible changes for key assumptions and has not identified any instances that could cause the carrying amount of each CGU to exceed its respective recoverable amount.

Financial Information · 第 213 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-24Application Proof
阳光电源股份有限公司SUNGROW POWER SUPPLY CO., LTD.

收购泰和智能产生商誉及减值测试

We recorded goodwill of RMB297.0 million as of December 31, 2024 and RMB297.0 million as of December 31, 2025. Our acquired goodwill arose from our acquisitions of Taihe Intelligent.

Financial Information · 第 268 页

The estimated recoverable amount of the CGU related to Taihe Intelligent exceeded its carrying amount by approximately RMB14,600,000 and RMB17,591,000 as at December 31, 2024 and 2025, respectively.

Financial Information · 第 269 页

If the reference market price had been 3.23% and 3.84% lower than management’s estimates as of December 31, 2024 and 2025, we would have had to recognize an impairment loss against the carrying amount of goodwill.

Financial Information · 第 269 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.

商誉及资本化开发成本减值余量收窄

At December 31, 2023, 2024 and 2025, the Group performed impairment tests on the CGUs containing capitalized development cost by assessing the recoverable amounts of the assets comprising the CGU in relation to its intelligent city cluster multi-modal transit solutions products and service line, which included the capitalized development costs.

Financial Information · 第 228 页

The headroom calculated based on the recoverable amounts deducting the carrying amount of the Guangdong Huazhiyuan CGU as at December 31, 2023, 2024 and 2025 is RMB135,824,000, RMB21,924,000, and RMB12,558,000.

Financial Information · 第 230 页

The headroom calculated based on the recoverable amounts deducting the carrying amount of the Qingdao Hisense Microunion CGU as at December 31, 2025 is RMB8,086,000.

Financial Information · 第 230 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
微脉公司WeiMai Inc.

商誉减值测试关键假设及敏感性分析

Goodwill is tested by management for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

Financial Information · 第 228 页

Our Directors have performed sensitivity test by decreasing 5% of expected revenue, decreasing 5% of terminal growth rate or increasing 5% of pre-tax discount rate, with all other assumptions held constant.

Financial Information · 第 229 页

The recoverable amount of the CGUs exceeding their carrying amount is as follows:

Financial Information · 第 228 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

商誉1.188亿元及减值测试假设

Goodwill of RMB118.8 million resulted from the acquisition of T-mab Bio Pharma in September 2017 to further expand our market share of ADC drugs and antibody drugs.

Financial Information · 第 272 页

Based on the result of impairment assessment, there was no impairment on the goodwill for the T-mab Bio Pharma as of December 31, 2024 and 2025.

Financial Information · 第 273 页

Considering there was still sufficient headroom based on the assessment, management believes that a reasonably possible change in the above key parameters would not cause the carrying amount of the cash-generating units to exceed its recoverable amount.

Financial Information · 第 273 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-13Prospectus
胜宏科技(惠州)股份有限公司Victory Giant Technology (HuiZhou) Co., Ltd.02476.HK

商誉及无限年期商标减值测试与敏感度分析

The calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period.

Financial Information · 第 197 页

The headroom measured by the excess of the recoverable amount over the carrying amount of MFS CGU were RMB568.6 million, RMB531.6 million and RMB549.5 million as of December 31, 2023, 2024 and 2025 respectively.

Financial Information · 第 197 页

The headroom measured by the excess of the recoverable amount over the carrying amount of VGT Thailand CGU were RMB114.0 million and RMB210.8 million as of December 31, 2024 and 2025 respectively.

Financial Information · 第 198 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-31Application Proof
深圳市晶存科技股份有限公司Rayson HI-TECH(SZ) Co., Ltd.

收购Artmem形成商誉及其减值测试

On January 1, 2021, we acquired 94% equity interests in Artmem Technology at a total consideration of RMB50,292,000, that exceeded fair value of 94% identifiable assets and liabilities of Artmem Technology, among which RMB7,086,000 was recognized as goodwill.

Financial Information · 第 244 页

As of December 31, 2023, 2024 and 2025, the amounts of headroom calculated based on the recoverable amounts deducting the carrying amount of the CGU are RMB89,669,000, RMB73,614,000 and RMB2,358,937,000, respectively.

Financial Information · 第 244 页

We believe that any reasonably possible change in any of these assumptions would not cause the carrying amount of Artmem Technology to exceed the recoverable amount of it for the years ended December 31, 2023, 2024 and 2025.

Financial Information · 第 244 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-31Application Proof

收购产生商誉3.11亿元并进行减值测试

Our goodwill increased by 21.5% from RMB208.5 million as of December 31, 2023 to RMB253.3 million as of December 31, 2024 as a result of our acquisitions of Hangzhou Guan Tian, Suzhou Vida and Beijing Zhi Yang in 2024.

Financial Information · 第 226 页

Goodwill acquired through business combinations is allocated to two cash-generating units (“CGUs”) for impairment testing, which are intelligent manufacturing software solutions CGU and operations management software solutions CGU.

Financial Information · 第 226 页

The values assigned to the key assumptions on market development and discount rates are consistent with external information sources.

Financial Information · 第 227 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-31Application Proof
北京数聚智连科技股份有限公司Beijing Data Intelink Technology Co., Ltd.

商誉3,820万元及减值评估

Our goodwill amounted to RMB38.2 million, RMB38.2 million and RMB38.2 million as of December 31, 2023, 2024 and 2025, respectively. We recorded goodwill of RMB38.2 million arising from the acquisitions of Beijing Bay Line of RMB34.3 million and Shanghai Asiacan of RMB3.9 million completed prior to the Track Record Period. The goodwill remained stable during the Track Record Period as no impairment indicators were identified.

Financial Information · 第 197 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-27Application Proof
山金国际黄金股份有限公司Shanjin International Gold Co., Ltd.

商誉逾人民币4.5亿元及减值测试

As of December 31, 2023, 2024 and 2025, our book value of goodwill was mainly attributable to acquisition of Tenya HK (which is in relation to the mine operated by Heihe Luoke Mining), Jilin Banmiaozi Mining and Qinghai Dachaidan Mining.

Financial Information · 第 235 页

The value in use calculated is higher than the carrying amount for each CGU, accordingly, no impairment of goodwill was recognized during the Track Record Period.

Financial Information · 第 235 页

Management has undertaken sensitivity analysis on the impairment test of goodwill.

Financial Information · 第 237 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-27Application Proof
上海锦江国际酒店股份有限公司Shanghai Jin Jiang International Hotels Co., Ltd.

商誉及无限寿命无形资产的减值测试

Our Group performs annual impairment assessments of the cash-generating unit group ("CGU group") to which goodwill, trademarks, and brands with indefinite useful life have been allocated.

Financial Information · 第 218 页

Our goodwill remained stable at RMB11,831.4 million, RMB11,440.0 million, and RMB11,643.5 million as of December 31, 2023, 2024, and 2025, respectively.

Financial Information · 第 234 页

Management has identified that a reasonably possible change in key assumptions could cause the carrying amount to exceed the recoverable amount for CGUs with significant goodwill.

Financial Information · 第 219 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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