重大收购及可比性影响

港股IPO招股书披露先例 · 84 家公司,86 项

重大收购及出售事项指申请人在往绩记录期间完成、影响业绩可比性的公司收购或出售,涉及代价结构、商誉及无形资产确认、收入贡献及并表时点。披露常见于概要、风险因素、业务及财务资料等章节,一般说明交易背景、代价、商誉金额及对收入与渠道列报的影响;申请人多交叉引用收购详情,按收购前后分别列示数据,并解释整合措施与战略协同理由。

2026-09-27Application Proof
上海寅家电子科技股份有限公司Voyager Intelligent Systems Limited

2024年4月收购上海禹洲70.11%股权

We subsequently acquired an aggregate of 70.11% equity interest in Shanghai Yuzhou in April 2024, resulting in it becoming a non-wholly owned subsidiary of our Company.

Business · 第 156 页

However, the acquisition also contributed to the increase in our net loss from RMB46.8 million in 2023 to RMB107.6 million in 2024, as we recorded net losses of RMB31.4 million from Shanghai Yuzhou in 2024.

Business · 第 164 页

Specifically, in 2024, our gross profit margin decreased markedly, primarily due to the acquisition of Shanghai Yuzhou.

Business · 第 164 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-09-13PHIP
湖南军信环保股份有限公司Hunan Junxin Environmental Protection Co., Ltd.

2024年11月完成收购仁和63%股权

The transaction price for the 63% equity interest was determined at RMB2.2 billion, based on the appraised value and mutual agreement among the parties.

Business · 第 160 页

The transaction also resulted in the recognition of goodwill amounting to RMB146 million.

Business · 第 161 页

These projects had only become a part of our Group after the Acquisition of Renhe which completed in November 2024.

Business · 第 123 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-09-07PHIP
浙江涛涛车业股份有限公司Zhejiang Taotao Vehicles Co., Ltd.

收购Champion Holdings影响收入可比性

Sales to Champion Motorsports amounted to RMB179.5 million in the four months ended April 30, 2025, whereas sales to Champion Motorsports in the corresponding period in 2026 were eliminated as intra-group transactions, with its onward sales recorded as branded product sales.

Business · 第 143 页

Prior to the Acquisition, Champion Motorsports had historically been one of our five largest ODM customers, and our sales to Champion Motorsports were recorded as external export sales under our ODM business.

Business · 第 144 页

Our intangible assets further increased significantly to RMB479.6 million as of December 31, 2025, primarily due to the acquisition of Champion Holdings.

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
2026-08-31Prospectus
深圳市江波龙电子股份有限公司Shenzhen Longsys Electronics Co., Ltd.09976.HK

往绩记录期间完成Zilia等多项收购影响可比性

Our goodwill arose from our acquisitions of Powertech Suzhou and SMART Brazil in 2023.

Financial Information · 第 256 页

The increase in the percentage of sales to Customer F in 2024 was primarily driven by revenue growth from the acquisition of Zilia in the Brazilian market.

Business · 第 206 页

In 2023, we incurred a net loss of RMB837.3 million and adjusted loss (non-IFRS measure) of RMB639.2 million, primarily attributable to: (i) sustained weak demand in our end markets, particularly in key sectors such as mobile phones and computers, driven by the global economic slowdown, continued de-stocking efforts by downstream enterprise customers for the majority of 2023, and rising inflation; and (ii) an increase in operating expenses, largely due to increased investment in R&D, alongside additional costs related to share-based payments and service fees associated with our acquisitions during the year.

Summary · 第 13 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-28Prospectus
深圳麦科田生物医疗技术股份有限公司Medcaptain Medical Technology Co., Ltd.02041.HK

2022年收购Penlon及Vedkang Medical,2025年再收购

In line with this growth strategy, we completed the acquisitions of Penlon and Vedkang Medical in 2022.

Business · 第 160 页

Pursuant to this share transfer agreement, we agreed to acquire the entire share capital of Vedkang Medical for RMB1.7 billion.

Business · 第 161 页

Our Directors are of the view that the acquisition of Intermed and Penlon has enabled us to achieve synergies by (i) capturing market opportunities and branching into new life support markets to complement our existing business lines; (ii) deepening our global presence and bringing us closer to European markets with a deeper understanding of the market needs; and (iii) providing a solid foundation for efficient iterative upgrades to anesthesia machines.

Business · 第 161 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-25Application Proof
山东卓创资讯股份有限公司Sublime China Information Co., Ltd.

2025年2月完成收购无锡卓磊及其协同效应

During FY2025 and 6M2026, Wuxi Chulei contributed (i) RMB60.7 million and RMB37.4 million to our Group’s revenue and (ii) RMB8.6 million and RMB7.5 million to our Group’s results, respectively.

Business · 第 120 页

In addition, the acquisition of Wuxi Chulei has also created the following financial and operational synergies for us, which we believe have enhanced our overall business efficiency, product offerings and market position:

Business · 第 120 页

We had goodwill of RMB51.1 million as at 31 December 2025 from the acquisition of Wuxi Chulei.

Financial Information · 第 221 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-24Application Proof
浙江荣泰电工器材股份有限公司Zhejiang Rongtai Electric Material Co., Ltd.

2025年6月收购Dizi Precision新增精密结构件业务

Following our acquisition of Dizi Precision in June 2025, we expanded our product portfolio to include precision structural components and began generating revenue from the sales of precision structural components, primarily for robots and advanced automation applications.

Business · 第 128 页

In addition, the sales volume of our key precision structural components increased to 20.1 tons during the seven months ended July 31, 2026, demonstrating further development of the precision structural components segment following the completion of the acquisition of Dizi Precision in June 2025.

Summary · 第 16 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-21Application Proof
镇江贝斯特新材料股份有限公司SSI New Material (Zhenjiang) Co., Ltd.

2024年末收购浙江AITEK影响可比性

Our inventories increased from RMB27.2 million as of December 31, 2023 to RMB40.6 million as of December 31, 2024 primarily due to the recognition of inventories of Zhejiang AITEK upon the completion of our acquisition of such company on December 31, 2024.

Financial Information · 第 211 页

Our trade and bills receivables turnover days increased from 134 days in 2023 to 188 days in 2024, primarily due to the recognition of trade and bill receivables of Zhejiang AITEK upon the completion of our acquisition of such company on December 31, 2024, whereas no revenue attributable to Zhejiang AITEK was included in our consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024.

Financial Information · 第 213 页

Following our acquisition of Zhejiang AITEK, we have maintained a sound and cooperative relationship with Customer F.

Business · 第 144 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-20Application Proof
君乐宝乳业集团股份有限公司Junlebao Dairy Group Co., Ltd.

2023年7月并表银桥与来思尔,贡献收入占比4.3%及7.5%

Our adjusted net profit (non-CASBE measure) was RMB603.0 million in 2023, primarily reflecting (i) a relatively lower revenue base prior to the revenue contribution from our geographic expansion and the consolidation of Yinqiao (銀橋) and LESSON (來思爾) in July 2023, which contributed revenue of RMB748.4 million in 2023 following such consolidation, and RMB1,493.0 million in 2024, representing 4.3% and 7.5% of our total revenue, respectively; and (ii) higher advertising expenses incurred during the year in connection with our brand building initiatives.

Financial Information · 第 214 页

The acquisitions of regional dairy product brands, Yinqiao (銀橋) and LESSON (來思爾), further strengthened our presence in Northwest and Southwest China.

Business · 第 112 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-08-19Application Proof
未来穿戴健康科技股份有限公司SKG Health Technologies Co., Ltd.

2025年收购OTO扩大线下门店网络

During the period from 2024 to 2025, our revenue from offline direct sales increased significantly, primarily due to the consolidation of the acquired OTO entities, which expanded our offline store network.

Business · 第 161 页

Our intangible assets increased to RMB35.4 million as of December 31, 2025, primarily attributable to the recognition of intangible assets arising from our acquisition in 2025.

Financial Information · 第 228 页

Our inventories increased to RMB87.5 million as of December 31, 2025, primarily due to an increase in finished goods and raw materials, reflecting the consolidation of inventories following the acquisition in 2025, as well as our strategic stocking in line with our expanded overseas direct sale business.

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
2026-08-10Application Proof

收购Fire-Guard及Guthrie Engineering

On 7 February 2024, our Company completed the acquisition of the entire equity interests in Fire- Guard from the FG Vendors for a total consideration of S$4,200,000.

Summary · 第 4 页

On 8 April 2025, our Company entered into a share purchase agreement with Guthrie GTS Pte Ltd to acquire the entire share capital of Guthrie Engineering for an aggregate consideration of S$46,034,273.

Summary · 第 4 页

The acquisitions of Fire-Guard and Guthrie Engineering enabled us to strengthen M&E engineering services capabilities, expand service capabilities and eventually gain access to new customers, thereby creating service synergies to our business operations.

Summary · 第 4 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-07-30Application Proof
卡奥斯物联科技股份有限公司COSMOPlat IoT Technology Co., Ltd.

2025年8月收购上海探迹对财务报表的影响

Our goodwill increased from RMB107.1 million as of December 31, 2024 to RMB517.9 million as of December 31, 2025, primarily due to the acquisition of Shanghai Discovery in August 2025.

Financial Information · 第 245 页

In August 2025, we acquired Shanghai Discovery to further expand our offering portfolios in green manufacturing solutions.

Financial Information · 第 247 页

Our trade and bills receivables increased by 34.4% from RMB1,649.2 million as of December 31, 2024 to RMB2,217.2 million as of December 31, 2025, mainly due to (i) the consolidation of trade and bills receivables held by Shanghai Discovery following its acquisition into our Group in August 2025 and (ii) an increase in sales.

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
2026-07-22Application Proof
广西百菲乳业股份有限公司GUANGXI BAIFEI DAIRY CO., LTD.

往绩记录期间收购宁夏赛尚倍飞60%控股权

The increase in our total herd size from 2023 onwards was primarily due to the inclusion of Ningxia Saishang Baifei Holstein Dairy Cow Farm following its acquisition, which mainly raises Holstein dairy cows.

Business · 第 124 页

This is our self-operated dairy farm in Ningxia for cow raw milk supply, diversifying our supply base and providing access to high quality cow milk for our production.

Business · 第 124 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Prospectus
普源精电科技股份有限公司RIGOL Technologies Co., Ltd.00537.HK

2024年收购Naishu Electronics Group

In 2024, we strategically acquired Naishu Electronics Group, a specialist in intelligent digital array systems.

Business · 第 104 页

This acquisition helps us shift from providing standalone hardware instrument to delivering integrated, software-driven test and measurement solutions tailored to customers’ needs.

Business · 第 104 页

As of December 31, 2024 and 2025, we recognized goodwill of RMB322.2 million.

Financial Information · 第 199 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Prospectus
立讯精密工业股份有限公司Luxshare Precision Industry Co., Ltd.02475.HK

往绩期间多宗收购推高商誉

Our goodwill increased from RMB1,729.2 million as of December 31, 2023 to RMB1,885.8 million as of December 31, 2024, primarily due to the acquisition of the Qorvo Business and Cosmo Business.

Financial Information · 第 229 页

Our goodwill increased from RMB1,885.8 million as of December 31, 2024 to RMB2,239.2 million as of December 31, 2025, primarily due to the acquisition of the Wingtech Other Mainland Consumer Electronics Businesses.

Financial Information · 第 229 页

Our trade and note receivables turnover days increased from 38 days in 2024 to 45 days as of December 31, 2025, primarily due to the consolidation of the Wingtech Businesses.

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
2026-06-30Application Proof
广州豪特节能环保科技股份有限公司Guangzhou Haote Energy Saving Technology Co., Ltd.

2025年完成两宗战略收购

On August 6, 2025, we entered into an equity transfer agreement with Super Telecom Co., Ltd. (“Super Telecom”), pursuant to which we agreed to acquire 95% of the equity interest in Jiangsu Ninghuai from Super Telecom for a total consideration of RMB10.95 million (the “First Acquisition”).

Business · 第 180 页

Jiangsu Ninghuai’s financial statements as of June 30, 2025 showed negative shareholders’ equity of approximately RMB1.2 million.

Business · 第 180 页

New Energy Engineering is a company established in the PRC holding the Class I Qualification for General Contracting of Mechanical and Electrical Engineering Projects (機電工程施工總承包一級 資質) together with a safety license.

Business · 第 181 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-26Prospectus
北京同仁堂医养投资股份有限公司Beijing Tong Ren Tang Healthcare Investment Co., Ltd.02667.HK

往绩期间多项收购及石家庄医院出售

In 2024, we acquired Beijing TRT Second TCM Hospital, Anshan TRT TCM Hospital, Shijiazhuang TRT TCM Hospital, Shanghai CZT and Shanghai ZHT.

Financial Information · 第 247 页

Our revenue generated from TCM healthcare services in other regions increased throughout the Track Record Period, primarily attributable to the organic growth of our existing medical institutions in such regions and our acquisitions of Shanghai CZT and Shanghai ZHT in 2024.

Business · 第 126 页

As of the Latest Practicable Date, we were in the process of disposing TRT Baoding considering Hebei province is geographically beyond our strategic business focus.

Summary · 第 14 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-25Application Proof
神基制药有限公司NeuroGen Pharma Limited

2024年收购NeuroGen Zhuhai及相关资产

During the Track Record Period, our goodwill arose from the acquisition of NeuroGen Zhuhai and related assets in November 2024, which is the difference between the purchase consideration of RMB4,683.0 million and the fair value of the identifiable net assets acquired of RMB3,699.9 million on the acquisition date.

Financial Information · 第 234 页

Our business continued to grow since the end of the Track Record Period. Particularly, in April 2026, we in-licensed AJOVY from Teva. In June 2026, we acquired NG1807 from Shanghai Sinopeak Pharmaceutical Co., Ltd. for NG1807.

Summary · 第 16 页

The five largest customers represent, (i) prior to the Acquisition, customers collaborated with NeuroGen Zhuhai, and (ii) after NeuroGen HK acquired the Acquired Assets pursuant to the Acquisition, customers collaborated with our Group.

公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-24Application Proof
紫讯技术(福建)股份有限公司Zixun Technology (Fujian) Co., Ltd.

2024年1月收购站斧浏览器业务

Our intangible assets increased from RMB0.1 million as of December 31, 2023 to RMB14.0 million as of December 31, 2024, primarily resulting from our acquisition of the Zhanfu Browser business in January 2024, and slightly decreased to RMB13.7 million as of December 31, 2025 due to the amortization of intangible assets other than goodwill.

Financial Information · 第 194 页

In addition, since our acquisition of Zhanfu Browser, it also recorded meaningful growth, with average MAUs increasing from 13.6 thousand in 2024 to 37.5 thousand in 2025, and its subscribers increasing from 59.9 thousand in 2024 to 145.2 thousand in 2025.

Financial Information · 第 178 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-23Application Proof
孩子王儿童用品股份有限公司Kidswant Children Products Co., Ltd

往绩记录期间三项收购影响可比性

In August 2023, we acquired Leyou Group, a company primarily engaging in the maternal, infant and child business in the Northern China market.

Financial Information · 第 224 页

In July 2025, we acquired Hairology Group to expand into the scalp and hair care market.

Financial Information · 第 224 页

Notwithstanding the strategic benefits of our acquisitions, integrating newly acquired businesses involves inherent risks.

Financial Information · 第 225 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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