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。

2024-05-19Prospectus
EDA集团控股有限公司EDA GROUP HOLDINGS LIMITED02505.HK

商誉及无形资产减值测试关键假设

Goodwill acquired through business combination is allocated to Shenzhen EDA which was regarded as a cash-generating unit (the “Shenzhen EDA CGU”).

Financial Information · 第 386 页

During the Track Record Period, our Group has engaged PG Advisory, an independent third party valuer, to perform valuations for the purpose of assessing the recoverable amounts of Shenzhen EDA CGU for FY2021.

Financial Information · 第 386 页

The terminal growth rate was estimated to be 3% as of December 31, 2021 and 2022 and 2.3% as of December 31, 2023 which has taken into consideration the prevailing industry practice.

Financial Information · 第 387 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-04-16Prospectus
出门问问有限公司Mobvoi Inc.02438.HK

在线教育商誉减值测试后随出售归零

We recognized the goodwill from the acquisition of our online education business in 2020.

Financial Information · 第 472 页

The recoverable amount of the CGU is determined based on fair value less cost of disposal. Fair value is the price that would be received to sell the CGU in an orderly transaction between market participants at the measurement date. The pre-tax discount rate was 21% as of December 31, 2021.

Financial Information · 第 473 页

The decrease from RMB130.7 million in 2021 to nil in 2022 was due to our disposal of online education business. It remained nil as of December 31, 2023.

Financial Information · 第 472 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

Lianlian Yintong商誉减值测试无减值

Based on the results of the impairment assessments, no impairment loss on the goodwill relating to Lianlian Yintong was recognized during the Track Record Period.

Financial Information · 第 392 页

A reasonably possible change in key parameters would not cause the carrying amount of the cash generating units (CGU) to exceed its recoverable amount.

Financial Information · 第 393 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

收购产生的商誉减值测试及敏感度分析

The recoverable amounts of our relevant CGUs, namely, Daxing Migao and Baoqing Migao, have been determined based on value in use calculations. These calculations use cash flow projections based on financial budgets approved by our management covering a 5-year period, and pre-tax discount rate of 18%.

Financial Information · 第 367 页

Based on the sensitivity test performed, no material impairment issue was noted. The headroom of Baoqing Migao CGU as at 31 March 2023 and 30 November 2023 is not less than 22%.

Financial Information · 第 368 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

商誉5.12亿元及减值测试关键假设与敏感度

The recoverable amount of each cash generating unit ("CGU") has been assessed by an independent valuer, Asia-Pacific Consulting and Appraisal Limited, and determined based on value-in-use ("VIU") calculation.

Financial Information · 第 298 页

Based on the result of the assessment, we determined that the recoverable amounts of all CGU are higher than the corresponding carrying amounts as of December 31, 2020, 2021, 2022 and June 30, 2023.

Financial Information · 第 299 页

The headroom of each CGU that was subject to impairment assessment at the end of each reporting period is not less than 9.5% of the respective carrying amount during the Track Record Period.

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
2023-12-19Prospectus
深圳市优必选科技股份有限公司UBTECH ROBOTICS CORP LTD09880.HK

收购商誉7,560万元减值测试余量不足10%

Based on the results of the impairment assessments, no impairment loss on the goodwill was recognized as at December 31, 2022 and June 30, 2023.

Financial Information · 第 497 页

The headroom was less than 10% of the carrying amount of Shanghai UBJ and Jiangsu Tianhui respectively due to the fact that it has not been one year since they were acquired and the recoverable amount of Shanghai UBJ and Jiangsu Tianhui were close to the fair value acquired at the acquisition date.

Financial Information · 第 498 页

Had the estimated revenue growth rates during the forecast period been 100 basis points lower, the recoverable amount of Shanghai UBJ would decrease by RMB5.0 million and RMB3.2 million as of December 31, 2022 and June 30, 2023, respectively, and the recoverable amount of Jiangsu Tianhui would decrease by RMB2.0 million and RMB2.1 million as of December 31, 2022 and June 30, 2023, respectively.

Financial Information · 第 498 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
泛远国际控股集团有限公司FAR International Holdings Group Company Limited02516.HK

商誉1.447亿元及其减值测试

We recorded a goodwill of approximately RMB144.7 million, RMB144.7 million, RMB144.7 million, RMB144.7 million and RMB144.7 million as at 31 December 2020, 2021 and 2022, 30 June 2022 and 30 June 2023, respectively.

Financial Information · 第 403 页

Goodwill resulting from the business combinations has been allocated to Shenzhen Global Link as a single cash-generating unit.

Financial Information · 第 403 页

The recoverable amounts of the CGU Shenzhen Global Link are estimated to exceed its carrying amounts by approximately RMB70,618,000, RMB48,592,000, RMB61,955,000, and RMB76,408,000 at 31 December 2020, 2021, 2022 and 30 June 2023, respectively.

Financial Information · 第 404 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-11-30Prospectus
厦门燕之屋燕窝产业股份有限公司XIAMEN YAN PALACE BIRD’S NEST INDUSTRY CO., LTD.01497.HK

商誉7,520万元减值测试空余部分低至110万元

As of December 31, 2020, 2021 and 2022 and May 31, 2023, we recorded goodwill of nil, RMB75.2 million, RMB75.2 million and RMB75.2 million, respectively.

Financial Information · 第 290 页

The headroom calculated based on the recoverable amounts deducting the carrying amount of the CGU – Changchun Jinyanhui as of December 31, 2021 and 2022 and May 31, 2023 was RMB1.1 million, RMB3.9 million and RMB4.8 million, respectively.

Financial Information · 第 292 页

No impairment loss of goodwill was recognized in 2021, 2022 and the five months ended May 31, 2023.

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
2023-11-27Prospectus
四川德康农牧食品集团股份有限公司DEKON FOOD AND AGRICULTURE GROUP02419.HK

收购产生的商誉及减值测试

Our goodwill arose from the acquisition of Guangdong Wizagricultural Science & Technology Co., Ltd. The cost and carrying amount of our goodwill was RMB14.7 million as at each of the dates of 31 December 2020, 2021 and 2022 and 31 May 2023.

Financial Information · 第 385 页

As at 31 December 2020, 2021 and 2022 and 31 May 2023, these calculations used cash flow projections based on financial budgets approved by management covering a five-year period and cash flows beyond the five-year period are extrapolated using an estimated weighted average growth rate of 0%.

Financial Information · 第 385 页

As a result of the above impairment tests, the directors of the Company are of the view that a reasonably possible change in a key assumption on which management has based its determination of the CGU’s recoverable amount would not cause the CGU’s carrying amount to exceed its recoverable amount as at 31 December 2020, 2021 and 2022 and 31 May 2023.

Financial Information · 第 386 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-11-10Prospectus
山西省安装集团股份有限公司Shanxi Installation Group Co., Ltd.02520.HK

商誉1,500万元及减值测试

Our goodwill of RMB15.0 million primarily resulted from the acquisition of 51% equity of Shanxi Ningyang Energy Co., Ltd. ("Shanxi Ningyang") from two independent third parties on April 3, 2018.

Financial Information · 第 525 页

The terminal growth rate of the cash flow forecast adopted in the following years is 0% for prudence sake.

Financial Information · 第 525 页

Based on the results of the impairment testing of goodwill, in the opinion of our management of the Group, no impairment provision is considered necessary for our Group's goodwill as of December 31, 2020, 2021 and 2022 and June 30, 2023.

Financial Information · 第 525 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-11-07Prospectus
药明合联生物技术有限公司WuXi XDC Cayman Inc.02268.HK

Payload & Linker业务商誉2.152亿元及减值测试

The recoverable amount of the Payload & Linker Unit has been determined based on a value in use calculation, which uses cash flow projections based on financial budgets approved by our management covering a five-year period.

Financial Information · 第 332 页

As of June 30, 2023, the management was not aware of any significant adverse changes on the Payload & Linker Unit, which indicates that the carrying amount of the Payload & Linker Unit exceeds the recoverable amount.

Financial Information · 第 333 页

Our management believes that any reasonably possible change in any of these assumptions would not result in impairment.

Financial Information · 第 333 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-10-20Prospectus
锅圈食品(上海)股份有限公司GUOQUAN FOOD (SHANGHAI) CO., LTD.02517.HK

收购澄明产生商誉1.38亿元并作减值测试

We recognized goodwill of nil, nil, RMB138.0 million and RMB138.0 million as of December 31, 2020, 2021 and 2022 and April 30, 2023, respectively.

Financial Information · 第 312 页

The VIU is determined by applying discounted cash flow model on pre-tax cash flow projections based on a five-year financial budget approved by the management.

Financial Information · 第 312 页

In the opinion of our Directors, any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount of the Luyi Chengming’s CGU to exceed its recoverable amount.

Financial Information · 第 313 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-25Prospectus
深圳市天图投资管理股份有限公司Tian Tu Capital Co., Ltd.01973.HK

乳业业务商誉减值测试及关键假设披露

Our goodwill decreased significantly from RMB297.9 million as of December 31, 2020 to RMB14.4 million as of December 31, 2021, primarily due to the deconsolidation of Mengtian Dairy in 2021.

Financial Information · 第 425 页

That calculation uses cash flow projections based on the financial budgets approved by Mengtian Dairy's management covering a 5-year period, and pre-tax discount rate of 14.18% as of December 31, 2020.

Financial Information · 第 426 页

As of December 31, 2020 and 2021, our management determined that there was no impairment for the Yoplait China cash-generating unit, and the recoverable amount exceeds the carrying amount by RMB91.8 million and RMB39.5 million, respectively.

Financial Information · 第 428 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-18Prospectus
中旭未来ZX Inc.09890.HK

2021年收购产生商誉4,250万元

We did not record goodwill in 2020 and recorded a goodwill of RMB42.5 million as of December 31, 2021, due to the acquisitions of (i) a 100% interest in Guangzhou Chichi in September 2021; (ii) a 51% interest in Hainan Zhangwan in March 2021; and (iii) a 51% interest in Guangzhou Bajiuyou in June 2021.

Financial Information · 第 446 页

The recoverable amounts of the cash-generating unit has been determined based on a value-in-use calculation using cash flow projections based on financial budgets covering a five-year period approved by management.

Financial Information · 第 446 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-18Prospectus
北京第四范式智能技术股份有限公司Beijing Fourth Paradigm Technology Co., Ltd.06682.HK

3.358亿元商誉年度减值测试

The goodwill balance mainly arose from the acquisitions of Guangzhou Jianxin on March 31, 2021, Ideal Technology on June 30, 2021 and EpicHust on June 30, 2022, amounting to RMB94.1 million, RMB165.6 million and RMB76.1 million, respectively.

Financial Information · 第 313 页

The estimated recoverable amount of the CGU of Guangzhou Jianxin exceeded its carrying amount by approximately RMB34,180,000, RMB89,429,000 and RMB126,465,000 as of December 31, 2021 and 2022 and March 31, 2023, respectively, and management therefore concluded such goodwill was not impaired.

Financial Information · 第 314 页

The estimated recoverable amount of the CGU of EpicHust exceeded its carrying amount by approximately RMB3,980,000 and RMB7,670,000 as at December 31, 2022 and March 31, 2023, respectively, and management therefore concluded such goodwill was not impaired.

Financial Information · 第 315 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-14Prospectus
途虎养车股份有限公司TUHU Car Inc.09690.HK

商誉及保险经纪牌照减值测试

On 31 December 2020, our subsidiary, Shanghai Yangman Consulting Co., Ltd. acquired 64.61% equity interests in Xi'an Jushuohua Automobile Technology Co. Ltd. ("Xi'an Jushuohua") from a third party.

Financial Information · 第 385 页

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

Financial Information · 第 385 页

We perform the sensitivity analysis based on the assumption that revenue amount or terminal value or the discount rate has been changed.

Financial Information · 第 387 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-09-13Prospectus
乐舱物流股份有限公司LC Logistics, Inc.02490.HK

上海思锦商誉减值测试及关键假设

The carrying amount of goodwill allocated to Shanghai Sijin cash-generating unit remained stable at RMB8.6 million as of December 31, 2020, 2021 and 2022 and April 30, 2023.

Financial Information · 第 391 页

Our management believes that any reasonably possible change in the key assumptions of the value-in-use calculation would not cause the carrying amount to exceed recoverable amount of the Shanghai Sijin cash-generating unit.

Financial Information · 第 391 页

Our Directors were of the opinion that there was no impairment provision as of April 30, 2023.

Financial Information · 第 392 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-06-19Prospectus
艾迪康控股有限公司ADICON Holdings Limited09860.HK

并购产生商誉约7,980万元并作减值测试

Goodwill of RMB14,348,000 and RMB11,343,000 was generated from the acquisition of Shangrao Adicon and Jiangxi Jince on February 28, 2021 and goodwill of RMB54,111,000 was generated from the acquisition of Henan Adicon on May 31, 2022.

Financial Information · 第 270 页

Based on the result of impairment assessment, there was no impairment as of December 31, 2022.

Financial Information · 第 271 页

Our management has performed sensitivity test by decreasing 1% of expected revenue, decreasing 1% of terminal growth rate or increasing 1% of pre-tax discount rate, with all other assumptions held constant.

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
2023-03-16Prospectus
达势股份有限公司DPC Dash Ltd01405.HK

商誉及总特许经营协议减值风险

Our intangible assets amounted to RMB1.3 billion, RMB1.3 billion and RMB1.2 billion as of December 31, 2020, 2021 and 2022.

Summary · 第 15 页

When the foregoing key assumptions are applied in the impairment testing, as of December 31, 2020, 2021 and 2022, the headroom, which is the excess of the recoverable amount of a CGU over the carrying amount of that CGU, of our Group’s CGUs containing goodwill for the periods presented are RMB1,603.9 million, RMB3,385.9 million and RMB4,033.9 million, respectively.

Financial Information · 第 367 页

Based on the results of the impairment assessment, our Directors concluded that no impairment on goodwill has to be recognized as of the respective balance sheet dates.

Financial Information · 第 367 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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