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。

2026-04-13Application Proof
暖哇洞察科技有限公司Nova Insight Technology Limited

收购江苏道泰及广州天心影响可比性

The increases were primarily driven by our continuous efforts in expanding our customer base and deepening relationship with existing customers through our diversified service offerings, as well as the successful consolidation of Jiangsu Daotai since October 2023 and Guangzhou Tianxin since September 2025.

Summary · 第 9 页

The acquisition of Jiangsu Daotai affected our financial condition and results of operation.

Summary · 第 13 页

Our gross profit margin of our sales of underwriting solutions decreased from 66.3% in 2023 to 53.3% in 2024, primarily due to the higher telecommunication costs that arose from our acquisition of Jiangsu Daotai.

Summary · 第 10 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
常州微亿智造科技股份有限公司Changzhou Microintelligence Co., Ltd

2025年收购Agilebot及其影响

Notably, as part of our acquisition of a 100% equity interest in Agilebot, we acquired a 21.74% equity interest from Shanghai Jiebote on November 10, 2025, for a total consideration of RMB103.9 million, settled by the issuance of 12,846,189 registered shares.

Financial Information · 第 230 页

Our intangible assets further increased to RMB787.3 million as of December 31, 2025, largely driven by the RMB521.9 million in goodwill and RMB50.7 million in technology recognized in connection with the acquisition of Agilebot.

Financial Information · 第 221 页

The number of newly awarded projects in 2025 includes 73 backlog projects acquired through the Agilebot.

Business · 第 153 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

往绩期间完成四项收购及收购ERP业务

We acquired four companies (“Acquisitions”) during the Track Record Period, the financial results of which had been consolidated into the financial results of our Group for the Track Record Period.

Summary · 第 2 页

As of the Latest Practicable Date, we have fully integrated the business of all Acquired Subsidiaries into our Group and achieved synergies in the following aspects: (i) product and technology integration, (ii) implementation, technical services and maintenance, (iii) management integration, (iv) customer and sales synergies, (v) financial synergies and (vi) brand synergies.

Summary · 第 3 页

Our goodwill increased by 22.8% from RMB253.3 million as of December 31, 2024 to RMB311.0 million as of December 31, 2025, primarily due to our acquisition of Beijing Huiliu and the acquisition of the business of Beijing Guoxin Power Source Technology Development Co., Ltd. in 2025.

Financial Information · 第 226 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
星宸科技股份有限公司SigmaStar Technology Ltd.

2025年10月收购子公司Frequen

Our recent strategic acquisition has further strengthened our SoC platform’s competitiveness in connectivity and low-power solutions, reinforcing our ability to deliver integrated edge AI solutions.

Summary · 第 2 页

Among the 28 new distributors for the year of 2025, 27 were distributors of Frequen, a subsidiary that the Group acquired in October 2025.

Business · 第 152 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.

2024年8月完成收购Osino及其附属公司

The acquisition of Osino and its subsidiaries was completed by our Group in August 29, 2024.

Financial Information · 第 229 页

Our intangible assets increased by 33.1% from RMB6,053.4 million as of December 31, 2023 to RMB8,054.3 million as of December 31, 2024, primarily due to the acquisition of Osino Mining.

Financial Information · 第 235 页

During the Track Record Period, the Twin Hills Gold Mine project was in its construction and development phase. Consequently, it did not generate any revenue, net profit, or gold production volume during this period.

Summary · 第 17 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
双林股份有限公司Shuanglin Co., Ltd.

2025年1月收购无锡科之鑫100%股权

We obtained screw thread grinding technology and machinery through acquiring 100% equity in Wuxi Kezhixin in January 2025.

Business · 第 132 页

Through the acquisition of Wuxi Kezhixin, we integrated resources from the upstream supply chain in the planetary roller screw industry and are capable of efficient and precise internal thread grinding with large length-to-diameter ratios (up to 1:12), which has significantly reduced our equipment procurement costs and lead times.

Business · 第 132 页

Our goodwill remained stable at nil as of December 31, 2023 and 2024, and then increased to RMB115.3 million as of December 31, 2025, primarily due to the acquisition of Wuxi Kezhixin in January 2025.

Financial Information · 第 222 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.

2024年8月收购瑞联星辰影响业绩可比性

During the Track Record Period, these increases were primarily attributable to an increase in both employee compensation expense and depreciation and amortization expense allocable to research and development as a result of our acquisition of Ruilian Xingchen in August 2024 in connection with Didi Technology’s strategic investment in our Company in the Series B Financing.

Business · 第 153 页

Our other intangible assets increased significantly from December 31, 2023 to December 31, 2024 mainly as a result of the intellectual properties we acquired in connection with the injection of Ruilian Xingchen into our Company in August 2024.

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
2026-03-06Application Proof
华明电力装备股份有限公司Huaming Power Equipment Co., Ltd.

2025年11月收购2024年第一大客户内乡天海

Except for Neixiang Tianhai, our largest customer in 2024, which was acquired by us in November 2025 and has since been our subsidiary, all of our five largest customers in each period during the Track Record Period were Independent Third Parties.

Business · 第 159 页

Our impairment losses on trade and bills receivables decreased significantly from December 31, 2024 to December 31, 2025, as a result of the elimination of trade and bills receivables due from Neixiang Tianhai after our acquisition of Neixiang Tianhai.

Financial Information · 第 233 页

an increase of RMB32.3 million in other tax recoverable, primarily attributable to the consolidation of tax recoverable of Neixiang Tianhai following its becoming our subsidiary.

Financial Information · 第 234 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

2023年10月收购华途影响可比性

The increases were primarily attributable to the successful acquisition of Huatu, as well as the continued expansion in ondevice computing products and rapid ramp-up of our sales of smart vehicle SoC and edge AI inference products.

Summary · 第 14 页

Our intangible assets increased from RMB99.6 million as of December 31, 2022 to RMB566.7 million as of December 31, 2023, primarily due to an increase of RMB277.8 million in technology and an increase of RMB132.6 million in trademark, as a result of the acquisition of Huatu.

Financial Information · 第 293 页

Furthermore, we believe that the acquisition of Huatu has and will continue to enhance our operational efficiency and economies of scale.

Business · 第 226 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

2024年3月收购武汉龙王世界及业绩可比性

We acquired Wuhan Dragon World in March 2024. For more details, please see "History, Reorganization and Corporate Structure — Acquisition of Wuhan Dragon World." Therefore, there was a significant increase in our in-person healthcare service revenue from Wuhan in 2024.

Summary · 第 6 页

As of the Latest Practicable Date, 22 of our healthcare service institutions were established by us, and two healthcare service institutions, including one hospital and one clinic, were acquired by us.

Business · 第 253 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
深圳市大族数控科技股份有限公司SHENZHEN HAN’S CNC TECHNOLOGY CO., LTD.03200.HK

2023年收购Rayleigh Taide及其后表现恶化

In 2024, Rayleigh Taide experienced a decline in operational performance and profitability as blade manufacturers started to move the coating process in-house, reducing the demand for Rayleigh Taide’s coating services.

Financial Information · 第 350 页

Accordingly, a reduction in consideration payable and recognition of fair value gains on financial liabilities at fair value through profit or loss of RMB60.2 million were recognized in 2024.

Financial Information · 第 350 页

We had liabilities from contingent consideration of RMB68.7 million, RMB8.5 million and nil as of December 31, 2023, 2024 and October 31, 2025, respectively.

Financial Information · 第 384 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-31Prospectus
豪威集成电路(集团)股份有限公司OmniVision Integrated Circuits Group, Inc.00501.HK

2023年收购Hunan Silicon 100%股权

Our financial liabilities at FVPL primarily consist of payables from the equity acquisition of Hunan Silicon in February 2023 for a consideration of not more than RMB1.2 billion (comprising a fixed consideration of RMB900.0 million and a contingent consideration of up to RMB300.0 million).

Financial Information · 第 338 页

We acquired 100% of the equity interest in Hunan Silicon, which specializes in mixed-signal IC designs, to enhance our technological capabilities of our analog solutions and synergies across our business lines.

Financial Information · 第 338 页

Our goodwill increased from RMB3.2 billion as of December 31, 2022 to RMB3.9 billion as of December 31, 2023, primarily due to the goodwill recognized in our acquisition of the equity interests in Hunan Silicon in 2023.

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
2025-11-28Prospectus
苏州纳芯微电子股份有限公司Suzhou Novosense Microelectronics Co., Ltd.02676.HK

2024年10月收购MagnTek影响可比性

(1) Including 155,905 thousand units sold through MagnTek since the completion of its acquisition by us in October 2024.

Summary · 第 7 页

The larger number of additional distributors in 2024 was primarily attributable to our acquisition of MagnTek.

Business · 第 209 页

Our revenue increased by 79.5% from RMB848.9 million in the six months ended June 30, 2024 to RMB1,523.7 million in the six months ended June 30, 2025, primarily driven by the increase in revenue from sales of (i) sensor products, (ii) power management chips and (iii) signal chain products, mainly due to the continued growth in demand from the automotive electronics sector, the recovery of the demand from the industrial and automation sector, as well as the consolidation of the business and financial performances of MagnTek.

Summary · 第 7 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

2024年12月收购Senssun并表影响可比性

(4) Reflects the details since December 18, 2024 when we gained control and consolidated the results of Senssun.

Business · 第 256 页

Our gross profit margin increased from 15.5% in the six months ended June 30, 2024 to 18.2% in the same period in 2025, mainly attributable to enhanced operational efficiency and the consolidation of Senssun.

Summary · 第 24 页

Our goodwill increased from RMB5,421.1 million as of December 31, 2022 to RMB5,547.0 million as of December 31, 2023 increased to RMB7,216.3 million as of December 31, 2024 and further increased to RMB7,301.5 million as of April 30, 2025, primarily due to the consolidation of Senssun.

Financial Information · 第 409 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-30Prospectus
金叶国际集团有限公司GOLDEN LEAF INTERNATIONAL GROUP LIMITED08549.HK

往绩后收购Xuan Holding

Subsequent to the Track Record Period, on 11 June 2025, Ms. TK Ip transferred the entire issued share capital of Xuan Holding to us.

Summary · 第 19 页

As our Company is unable to comply with the relevant disclosure requirements as set out in Rules 7.03(2) and 7.03(4)(a) of the GEM Listing Rules, we have applied for, and the Stock Exchange has granted us, a waiver from strict compliance with Rules 7.03(2) and 7.03(4)(a) of the GEM Listing Rules.

Summary · 第 19 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-19Prospectus
紫金黄金国际有限公司ZIJIN GOLD INTERNATIONAL COMPANY LIMITED02259.HK

通过全球收购扭亏并出售澳洲Bullabulling项目

Starting from the acquisition of the Tajikistan Jilau/Taror Gold Mines in 2007, we have expanded our business through global acquisitions, operational enhancement and production expansion of several large gold mines.

Summary · 第 2 页

The Suriname Rosebel Gold Mine, the Tajikistan Jilau/Taror Gold Mines and the Guyana Aurora Gold Mine were all loss-making before our acquisitions and became profitable within one to two years after our acquisitions.

Summary · 第 5 页

The net carrying amounts of our exploration and mining rights increased to US$2,165.9 million as of June 30, 2025, primarily due to the acquisition of Ghana Akyem Gold Mine.

Financial Information · 第 479 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-17Prospectus
奇瑞汽车股份有限公司Chery Automobile Co., Ltd.09973.HK

往绩记录期间收购捷途业务之预付

Such a fluctuation was primarily caused by the prepayment for acquisition of JETOUR business.

Financial Information · 第 405 页

Meanwhile, our current assets increased as a result of (i) an increase in inventories of RMB18,162 million; and (ii) an increase in cash and cash equivalents of RMB22,362 million, partially offset by prepayment for acquisition of JETOUR business.

Financial Information · 第 413 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-26Prospectus
富卫集团有限公司FWD GROUP HOLDINGS LIMITED01828.HK

多项战略收购影响业绩可比性并产生商誉

We have entered certain of these new markets by obtaining new licences (such as in the Philippines and Indonesia) or via the acquisition of licensed life insurers with limited operations locally (such as in Singapore, Vietnam, Malaysia and Cambodia).

Summary · 第 1 页

We have made several strategic acquisitions that have contributed significantly to our business growth and our geographic expansion.

Financial Information · 第 360 页

Due to the proportion of our in-force business that has arisen through acquisitions, our results of operations are significantly impacted by one-off costs of integration activities and the costs of servicing debt incurred to finance our acquisitions, which are not necessarily indicative of the operational performance of our operating segments.

Financial Information · 第 360 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-25Prospectus
安井食品集团股份有限公司ANJOY FOODS GROUP CO., LTD.02648.HK

收购上游企业保障鱼浆及小龙虾供应

To secure a stable supply of key raw materials and enhance our competitive edge in the quick-frozen prepared dishes market, we have strategically acquired upstream businesses and partnerships.

Business · 第 210 页

In addition, through acquisitions, we bolstered our supply of surimi, one of the primary raw materials of our products, and increased our production capacity and process efficiency in surimi and aquatic prepared dishes, such as quick-frozen flavored crayfish.

Business · 第 210 页

Hubei New Liuwu and subsidiaries cash-generating unit were acquired by our Group in August 2022 and became a subsidiary of our Group since then.

Financial Information · 第 311 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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