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。

2026-03-26Application Proof
易点天下网络科技股份有限公司Easy Click Worldwide Network Technology Co., Ltd.

商誉及非流动资产减值测试关键假设

Due to our acquisition of Shanghai Shiquan Network Technology Co., Ltd. (上海世全網絡科技有限公司), we recorded goodwill of RMB35.6 million as at 31 December 2023, which remained unchanged as at 31 December 2024 and 2025.

Financial Information · 第 180 页

The use of the seven-year forecast period is mainly due to the fact that the entity is in the start-up and high growth stage in 2023 and 2024.

Financial Information · 第 168 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-26Application Proof
四维智联(南京)科技股份有限公司AutoAI (Nanjing) Technology Co., Ltd.

商誉5.86亿元主要来自收购瑞联星辰

Our goodwill increased significantly from RMB299.6 million as of December 31, 2023 to RMB586.0 million as of December 31, 2024 and remained at RMB586.0 million as of December 31, 2025, mainly as a result of the goodwill recognized from the acquisition of the entire equity interest of Ruilian Xingchen from Didi Technology in August 2024.

Financial Information · 第 233 页

For impairment testing of goodwill, please refer to note 15 to the Accountants’ Report.

Financial Information · 第 233 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-13Prospectus
国民技术股份有限公司NSING TECHNOLOGIES INC.02701.HK

商誉减值测试空间有限

Based on the results of the impairment assessment, the Group determines that except for the impairment loss amounting to RMB8.3 million was recognized during the year ended December 31, 2023, there is no impairment on goodwill as of December 31, 2022 and 2024 and September 30, 2025.

Financial Information · 第 201 页

At December 31, 2024 and September 30, 2025, the recoverable amounts of Inner Mongolio Sinuo is marginally above its carrying amounts by RMB16.6 million and RMB10.4 million, respectively.

Financial Information · 第 201 页

The impairment assessment is evaluated by 中和資產評估有限公司(Zhonghe Asset Appraisal Co., Ltd.) (“Zhonghe Appraisal”), an independent valuer in the PRC.

Financial Information · 第 201 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-06Application Proof
华明电力装备股份有限公司Huaming Power Equipment Co., Ltd.

收购长征电气业务产生商誉9,940万元

Our goodwill mainly arose from our acquisition of the tap-changer business of Changzheng Electric to enhance our product portfolio and production capabilities; we recorded goodwill of RMB99.4 million subsequent to the acquisition.

Financial Information · 第 229 页

The carrying amount of our goodwill remained at RMB99.4 million as of December 31, 2023, 2024 and 2025.

Financial Information · 第 229 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-27Application Proof
卧龙电气驱动集团股份有限公司WOLONG ELECTRIC GROUP CO., LTD.

商誉约14.6亿元按现金产生单元减值测试

The balance of goodwill represented our acquisition of subsidiaries in the PRC and overseas during the Track Record Period.

Financial Information · 第 218 页

any reasonably possible change in any of the assumptions would not result in material impairment.

Financial Information · 第 220 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-03Prospectus
无锡先导智能装备股份有限公司WUXI LEAD INTELLIGENT EQUIPMENT CO., LTD.00470.HK

收购珠海泰坦产生商誉10.92亿元及减值测试

The goodwill of RMB1,092.3 million resulted from the difference between the total consideration and the fair value of identifiable net assets of Zhuhai Titan amounting to RMB257.7 million.

Financial Information · 第 282 页

Based on the result of the assessment, the management of the Group determined that the recoverable amount of Zhuhai Titan CGU exceeded the carrying amount by RMB941,914,000, RMB1,154,383,000, RMB590,257,000 and RMB518,358,000 as of December 31, 2022, 2023, 2024 and September 30, 2025, respectively.

Financial Information · 第 283 页

In the view of the directors of the Company, there is no reasonably possible change to the key assumptions applied would not lead to impairment of goodwill as of December 31, 2022, 2023, 2024 and September 30, 2025.

Financial Information · 第 284 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-30Prospectus
爱芯元智半导体股份有限公司Axera Semiconductor Co., Ltd.00600.HK

收购华途商誉9.082亿元及减值测试

The carrying value of our goodwill were nil, RMB908.2 million, RMB908.2 million and RMB908.2 million as of December 31, 2022, 2023 and 2024 and September 30, 2025, respectively.

Financial Information · 第 293 页

Based on the result of the goodwill impairment tests, the estimated recoverable amount of the cash generating unit was approximately RMB6,145.7 million, RMB5,410.7 million and RMB7,747.3 million as of December 31, 2023 and 2024 and September 30, 2025, exceeding carrying amount by RMB3,438.1 million, RMB2,805.6 million and RMB5,081.5 million, respectively.

Financial Information · 第 294 页

The calculations of the recoverable amount use cash flow projections based on financial budgets approved by management covering a 10-year period.

Financial Information · 第 293 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-29Prospectus
卓正医疗控股有限公司Distinct Healthcare Holdings Limited02677.HK

收购武汉龙王世界产生的商誉及减值测试

Our intangible assets increased significantly to RMB136.0 million as of December 31, 2024, primarily attributable to the goodwill of RMB133.9 million arising from the acquisition of Wuhan Dragon World.

Financial Information · 第 366 页

If the compound annual growth rate of revenue during the projection period used in the calculation for the CGU had been 1.1% and 1.1% lower than management's estimates as at December 31, 2024 and August 31, 2025, we would have had to recognize an impairment against the carrying amount of goodwill.

Financial Information · 第 332 页

The Directors and management have considered and assessed above reasonably possible changes for key assumptions, and they have not identified any instances that could cause the carrying amount of the CGU to exceed its recoverable amount.

Financial Information · 第 332 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-20Prospectus
湖南鸣鸣很忙商业连锁股份有限公司BUSY MING GROUP CO., LTD.01768.HK

收购赵一鸣产生商誉及无限寿命商标的减值测试

We recorded goodwill of RMB2,250.4 million in 2023 due to the Super Ming Acquisition.

Financial Information · 第 293 页

Goodwill and intangible asset with indefinite useful life acquired through business combination are allocated to the cash-generating unit ("CGU") of Super Ming Group for impairment testing.

Financial Information · 第 293 页

The recoverable amount of the CGU is determined based on value in use of the CGU to which the goodwill and intangible asset with indefinite useful life is allocated.

Financial Information · 第 293 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-30Prospectus
北京智谱华章科技股份有限公司Knowledge Atlas Technology Joint Stock Company Limited02513.HK

收购北京灵心智能商誉及减值测试

During the Track Record Period, goodwill arose from our acquisition of Beijing Lingxin Intelligent in 2023. It amounted to nil, RMB39.4 million, RMB39.4 million and RMB39.4 million as of December 31, 2022, 2023 and 2024, and June 30, 2025, respectively.

Financial Information · 第 270 页

The headroom of CGU of Beijing Lingxin Intelligent as of December 31, 2023 and 2024 and June 30, 2025 amounted to RMB16.0 million, RMB23.0 million and RMB18.0 million, respectively.

Financial Information · 第 271 页

As a result of the impairment tests, we believe that there was no impairment of goodwill as of December 31, 2023 and 2024 and June 30, 2025.

Financial Information · 第 271 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-18Prospectus
深圳迅策科技股份有限公司Shenzhen Xunce Technology Co., Ltd.03317.HK

商誉3.885亿元及减值测试

The carrying amount of goodwill as of December 31, 2022, 2023, 2024 and June 30, 2025 was RMB388.5 million, RMB388.5 million, RMB388.5 million and RMB388.5 million, respectively.

Financial Information · 第 290 页

The key assumptions adopted in the value-in-use calculations included a nil revenue growth rate beyond the five-year period for both CGUs at all relevant dates, reflecting the pressures of the domestic and international economic environment and the prudence taken in estimating terminal cash flows.

Financial Information · 第 318 页

The sensitivity analysis indicated that no reasonably possible change in the key assumptions on which the recoverable amounts were based would cause the carrying amount of either CGU to exceed its recoverable amount.

Financial Information · 第 319 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-18Prospectus
卧安机器人(深圳)股份有限公司OneRobotics (Shenzhen) Co., Ltd.06600.HK

长期亏损引致非流动资产减值迹象

Given our prolonged period of overall losses, there are indications of impairment.

Financial Information · 第 389 页

According to the impairment test results, the recoverable amount of the CGU was larger than the carrying amount of the non-current assets at the end of each reporting period, thus no impairment was required.

Financial Information · 第 389 页

Given the absence of any indicators of potential asset impairment as of June 30, 2025, and considering that the 2024 year-end impairment test confirmed the asset carrying values were below their recoverable amounts, we are not required to perform additional impairment tests on these assets as of June 30, 2025.

Financial Information · 第 389 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-28Prospectus
苏州纳芯微电子股份有限公司Suzhou Novosense Microelectronics Co., Ltd.02676.HK

收购产生商誉5.041亿元及减值测试

We recorded goodwill of RMB504.1 million as of December 31, 2024 and June 30, 2025.

Financial Information · 第 299 页

As of June 30, 2025, the recoverable amount of the MagnTek CGU exceeded its carrying amount by RMB220.9 million, and no impairment was recognized.

Financial Information · 第 299 页

With regard to the assessment of the VIU of the CGUs, our Directors believe that any reasonably possible change in any of the above key assumptions would not cause the carrying value, including goodwill, of the CGUs to exceed the recoverable amounts.

Financial Information · 第 301 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-07Prospectus
中伟新材料股份有限公司CNGR Advanced Material Co., Ltd.02579.HK

商誉14.2亿元及减值测试

As of December 31, 2022, 2023 and 2024 and June 30, 2025, we recorded goodwill of RMB1,325.8 million, RMB1,348.3 million, RMB1,424.8 million and RMB1,418.9 million, respectively.

The headroom measured by the excess of the recoverable amount over the carrying amount of the industrial products cash-generating unit was RMB355,728,000, RMB122,414,000, RMB75,421,000 and RMB50,037,000 as at December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.

As at December 31, 2022, 2023 and 2024 and June 30, 2025, respectively, based on reasonably possible changes in these key assumptions, including compound growth rate of revenue reduced to 0.27%, 0.08%, 0.05% and 0.01%, gross margin reduced 6.42%, 2.00%, 1.78% and 0.40% or discount rate increased 1.20%, 0.29%, 0.23% and 1.20%, respectively, with all other variables held constant, there is no shortfall of the recoverable amount against its carrying amount.

Financial Information · 第 325 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-28Prospectus
宁波均胜电子股份有限公司NINGBO JOYSON ELECTRONIC CORP.00699.HK

商誉73亿元及年度减值测试假设

Goodwill arising from our business combination is tested annually for impairment.

Financial Information · 第 409 页

Our 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 411 页

The recoverable amount of Automotive Safety Systems-AM is estimated to exceed its carrying amount at December 31, 2022, 2023 and 2024 by approximately RMB176 million, RMB401 million and RMB259 million, respectively.

Financial Information · 第 410 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-28Prospectus
文远知行WeRide Inc.00800.HK

商誉减值测试及关键假设

Our goodwill remained the same at RMB44.8 million (US$6.3 million) as of December 31, 2022, 2023, and 2024 and June 30, 2025.

Financial Information · 第 449 页

As of December 31, 2022, 2023 and 2024 and June 30, 2025, the headroom calculated based on the recoverable amount deducting the carrying amount of the Auto-driving CGU was RMB16,946.7 million, RMB19,758.6 million, RMB11,319.9 million (US$1,580.2 million) and RMB11,575.7 million (US$1,615.9 million), respectively.

Financial Information · 第 449 页

Therefore, we determined that goodwill was not impaired as of December 31, 2022, 2023 and 2024 and June 30, 2025.

Financial Information · 第 450 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-23Prospectus
明略科技Mininglamp Technology02718.HK

商誉7.55亿元及减值测试假设

Goodwill remained stable at RMB754.8 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively.

Financial Information · 第 398 页

Prior to 2022, an impairment loss of RMB1,417.1 million was recognized for the goodwill of industry solution services CGU due to the expected decrease in growth rate.

Financial Information · 第 399 页

Projected gross margins — The basis used to determine the value assigned to the budgeted gross margins is the gross margins achieved in the year immediately before the budget year, increased for expected efficiency improvements, and expected market development.

Financial Information · 第 400 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-20Prospectus
三一重工股份有限公司SANY HEAVY INDUSTRY CO., LTD.06031.HK

EMEA现金产出单元商誉减值测试

The recoverable amount of the EMEA CGU has been determined based on a value in use calculation using cash flow projections based on financial budgets covering a 5-year period approved by senior management.

Financial Information · 第 402 页

Assumptions were used in the value in use calculation of the EMEA CGU at the end of each of the Track Record Period.

Financial Information · 第 402 页

The values assigned to the key assumptions on compound growth rate of revenue, discount rate and terminal growth rate are consistent with external information sources.

Financial Information · 第 403 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-20Prospectus
上海剑桥科技股份有限公司CIG SHANGHAI CO., LTD.06166.HK

商誉9,900万元减值测试及敏感性分析

Our goodwill arises from the acquisition of Actiontec Electronics.

Financial Information · 第 349 页

Our goodwill remained at RMB99.0 million as of December 31, 2022, 2023, and 2024, and June 30, 2025.

Financial Information · 第 349 页

As of December 31, 2022, 2023 and 2024, and June 30, 2025, based on the value-in-use calculations, the recoverable amount exceeded the carrying amount by RMB5,691,000, RMB30,468,000, RMB449,311,000, and RMB456,989,000, respectively.

Financial Information · 第 350 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-14Prospectus
深圳市广和通无线股份有限公司Fibocom Wireless Inc.00638.HK

商誉及无形资产的减值测试

Our goodwill decreased by 95.9% from RMB311.2 million as of December 31, 2023 to RMB12.9 million as of December 31, 2024, primarily due to the Disposal of Rolling.

Financial Information · 第 317 页

Goodwill arising from our business is tested at least annually for impairment.

Financial Information · 第 318 页

Our intangible assets decreased by 32.5% from RMB367.5 million as of December 31, 2023 to RMB248.0 million as of December 31, 2024, primarily due to (i) a decrease in patent assets and (ii) a decrease in customer relationships assets, as a result of the Disposal of Rolling.

Financial Information · 第 321 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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