业务转型、终止业务及重大收购

港股IPO招股书披露先例 · 253 家公司,295 项

业务转型、终止业务及重大收购或出售,指申请人在往绩记录期内改变经营模式、停办或剥离既有业务、或进行重大收购,以致各期间财务资料的可比性受影响的事项。招股书一般在概要、风险因素、业务及财务资料等章节披露该等事项的背景、经过、交易金额或相关收入占比,并解释其商业理由,如战略聚焦、资源配置优化或供应链整合,同时说明对收入结构、盈利能力的影响及后续安排。

2025-12-08Prospectus
果下科技股份有限公司Guoxia Technology Co., Ltd.02655.HK

收入结构由欧洲户储转向中国大储

During the Track Record Period, our Group experienced a notable shift in product mix, with the largest contributor of revenue changing from the provision of residential ESS products and solutions in the European market, which accounted for 72.1% of total revenue in 2022, to large-scale ESS products and solutions in the PRC, which contributed to 76.6% of total revenue in 2024.

Summary · 第 4 页

Instead, we provided the technology and production plan arrangements to third party manufacturers and outsourced the production to them.

Summary · 第 5 页

The observed change in product mix during the Track Record Period was the result of tactical adjustments to capture short-term opportunities, not a strategic withdrawal from the European residential ESS segment.

Summary · 第 6 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-03Prospectus
京东工业股份有限公司JINGDONG Industrials, Inc.07618.HK

2022年9月去并表ICMALL列为终止经营

In September 2022, to optimize our service offerings, we terminated the irrevocable deed of voting proxy and power of attorney and accordingly deconsolidated ICMALL.

Financial Information · 第 340 页

As a result of the deconsolidation, the results of operations of ICMALL are presented as discontinued operations for the years ended December 31, 2022.

Financial Information · 第 340 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
2025-11-27Prospectus
广州遇见小面餐饮股份有限公司Guangzhou Xiao Noodles Catering Management Co., Ltd.02408.HK

授权经营模式于2023年上半年前终止

As of January 1, 2022 and 2023, we authorized the Independent Third Party to operate twelve and nine franchised restaurants, respectively.

Business · 第 199 页

Given the limited number of restaurants under the authorized operation model which contributed to a relatively small portion of our revenue during the Track Record Period, the gradual cessation of authorized operation model did not have any material impact on the profitability of our restaurant operations.

Business · 第 199 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-20Prospectus
河北海伟电子新材料科技股份有限公司Hebei Haiwei Electronic New Material Technology Co., Ltd.09609.HK

收购宁国海伟新增金属化膜业务

We acquired BYD as a customer through our acquisition of 51% equity interest in Ningguo Haiwei on December 31, 2022, as BYD has been purchasing metallized films from Ningguo Haiwei.

Business · 第 202 页

We began to provide metallized films in 2023, following our acquisition of Ningguo Haiwei, which primarily manufactures and sells metallized films. In 2023 and 2024, and the five months ended May 31, 2024 and 2025, metallized films represented 21.5%, 20.2%, 22.4% and 13.7% of our total revenue, respectively.

Financial Information · 第 244 页

Haiwei Financial settled the consideration of RMB264,920,000 by offsetting it against an equivalent amount of trade receivables owed to it by our Company.

Summary · 第 18 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-19Prospectus
量化派控股有限公司Quantgroup Holding Limited02685.HK

消费指南转型为汽车零售O2O平台

Since January 1, 2024, our marketplace suppliers on Consumption Guide were limited to automobile retailers, and Consumption Guide became an automobile retail O2O platform.

Business · 第 168 页

With the favorable governmental policies in place, that revenue generated from automobile retailers accounted for 87.0% of the total revenue from Consumption Guide for the year of 2023.

Business · 第 171 页

We had wound down the sale of all consumption coupons by the end of February 2024 and ceased distributing them in March 2024.

Business · 第 169 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-19Prospectus
量化派控股有限公司Quantgroup Holding Limited02685.HK

终止金融机构撮合服务业务

As of September 12, 2024, we have ceased all then existing agreements with the financial institutions in connection with matching service and since then no longer generate any revenue thereunder.

Summary · 第 2 页

On January 16, 2025, we discontinued H5 redirections embedded on Yangxiaomie such that potential end customers cannot initiate or manage transactions with financial institutions through Yangxiaomie.

Summary · 第 2 页

To a much smaller extent, we also generated revenue from other businesses by (i) advertisement placement for our business partners, (ii) providing matching services for financial institutions, which was terminated in September 2024.

Business · 第 156 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-11-14Prospectus
创新实业集团有限公司Chuangxin Industries Holdings Limited02788.HK

终止印尼项目并聚焦沙特项目

However, we terminated the purchase of power generation facilities since we decided not to proceed with the aluminum smelting project in Indonesia due to our change in overseas expansion strategy as we want to focus our first globalization attempt on the Saudi Project.

Financial Information · 第 383 页

We invested in an integrated electrolytic aluminum industry chain project in Saudi Arabia, with a designed annual production capacity of 500.0 kt of electrolytic aluminum.

Business · 第 176 页

In light of the production capacity cap set by the MIIT and a growing global demand for electrolytic aluminum, we actively pursue a globalization strategy, aiming to construct an integrated electrolytic aluminum industry chain project in Saudi Arabia to capture market opportunities.

Summary · 第 28 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
2025-10-27Prospectus
赛力斯集团股份有限公司Seres Group Co., Ltd.09927.HK

战略重心转向新能源车致燃油车收缩

The sales volume of our ICE vehicles decreased from 132.2 thousand units in 2022 to 101.4 thousand units in 2023, and further to 70.1 thousand units in 2024, and decreased from

Business · 第 209 页

34.9 thousand units in the six months ended June 30, 2024 units to 26.5 thousand units in the six months ended June 30, 2025, primarily due to our strategic shift toward NEVs, in line with industry trends in China and globally.

Business · 第 210 页

The decrease in 2024 was mainly because we strategically pivoted our focus to our AITO brand.

Business · 第 223 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

2022年决定逐步退出行业解决方案业务

Based on the result of the assessment, the management of our Group is of the view that the carrying amounts of such other non-financial assets do not exceed the recoverable amounts and thus no provision for impairment is required for these non-financial assets as at the end of each of the Track Record Period, except for the decision to phase out the industry solution services business in 2022, which caused the carrying amounts of intangible assets of the industry solution services CGU to exceed its recoverable amounts, resulting in a record of impairment losses of RMB39.2 million for intangible assets.

Financial Information · 第 353 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

The decrease in inventory turnover days from 2022 to 2024 was in connection with the phasing out of industry solutions.

Financial Information · 第 405 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
八马茶业股份有限公司Bama Tea Co., Ltd.06980.HK

自营线下门店缩减并转为加盟店

As of December 31, 2022, 2023 and 2024, June 30, 2025 and the Latest Practicable Date, the number of our self-operated offline stores amounted to 352, 316, 249, 244 and 235, respectively.

Financial Information · 第 398 页

For the years ended December 31, 2022, 2023 and 2024 and the six months ended June 30, 2025, revenue generated from sales of products to consumers through our self-operated offline stores accounted for 22.0%, 19.8%, 16.5% and 15.1%, respectively, of our total revenue.

Financial Information · 第 398 页

Our other net income increased from RMB1.5 million for the year ended December 31, 2023 to RMB2.5 million for the year ended December 31, 2024, primarily due to (i) the gains on disposal of property, plant and equipment and right-of-use assets with the amount of RMB2.6 million, primarily due to the increase in the number of self-operated offline stores closed by us during the year ended December 31, 2024, which resulted in an increase of gains from disposal of relevant right-of-use assets; (ii) an increase of RMB2.0 million in others, primarily reflecting the increase of compensation we received from logistics service providers for their damages to the products during the delivery, and the gains from the reversal of payables in connection with construction of certain properties, as partially offset by RMB4.4 million in termination cost of purchase contract for land use right, primarily due to the termination of our involvement in the joint development of a building on a parcel of land.

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
2025-10-08Prospectus
北京云迹科技股份有限公司Beijing Yunji Technology Co., Ltd.02670.HK

产品战略调整,Run系列逐步淘汰

Our total revenue experienced a slight decline of 10.0%, decreasing from RMB161.3 million for the year ended December 31, 2022 to RMB145.2 million for the year ended December 31, 2023, primarily due to our strategic adjustments on our product strategy to adapt to economic challenges and market changes, and temporary fluctuations in our AI agent applications during its initial development phase.

Summary · 第 16 页

However, with the introduction of the more advanced Gogo and UP Series, the Run Series has been gradually phased out, and its current availability is limited to existing inventory.

Business · 第 369 页

We discontinued the production of these robots in 2021, and the sales of those robots designed for food delivery in 2022 were limited to inventories.

Business · 第 329 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

缩减俄罗斯业务并处置当地资产及渠道

In March 2025, we begun to downsize our Russian operations and in April, we entered into agreements to dispose a portion of our local assets and distribution channels.

Business · 第 302 页

The disposal was completed by July 31, 2025.

Business · 第 302 页

It is expected that we will gradually reduce existing brands and distribution channels in Russia by 2027.

Business · 第 302 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
2025-08-11Prospectus

产品组合由半绝缘型向导电型衬底转型

We recorded a net loss and an adjusted net loss (non-IFRS measure) of RMB175.7 million in 2022, primarily due to (i) the gross loss incurred this year, resulting from the temporary constraints on production capacity and actual production caused by adjustments to production line processes during the initial phase of our product portfolio adjustment, and (ii) increased administrative expenses and R&D expenses to support our business growth.

Summary · 第 14 页

Our net loss and adjusted net loss (non-IFRS measure) narrowed to RMB45.7 million in 2023, primarily due to a gross profit of RMB182.0 million in 2023, mainly attributable to the gradual transition from primarily producing semi-insulating SiC semiconductor material to primarily producing conductive SiC semiconductor material and the release of production capacity, partially offset by increased administrative expenses and R&D expenses to support our business growth.

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
2025-06-30Prospectus
武汉大众口腔医疗股份有限公司Wuhan Dazhong Dental Medical Co., Ltd.02651.HK

往绩期间处置及收购多家牙科机构

Apart from dental institutions in Hubei and Hunan provinces, historically, we operated two dental institutions in Anhui province, which were voluntarily disposed in May 2022 following our thorough evaluation of market conditions and alignment with our future business strategies.

Business · 第 195 页

We voluntarily terminated the operations of eight, one and two dental institutions in 2022, 2024 and during the period subsequent to December 31, 2024 and up to the Latest Practicable Date, respectively, based on our evaluation on the market condition and future business strategies.

Business · 第 198 页

As a result of such disposal, we recognized gains on disposal of subsidiaries of RMB1.6 million in total in 2022.

Business · 第 199 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-30Prospectus
北京极智嘉科技股份有限公司Beijing Geekplus Technology Co., Ltd.02590.HK

收缩RaaS业务聚焦AMR解决方案销售

As our products matured and full-scale deployments became the norm, we have since scaled down this business to focus on more scalable, higher-margin AMR solution sales.

Summary · 第 9 页

As our products matured and full-scale deployments became the norm, we have since scaled down this business to focus on more scalable, higher-margin AMR solution sales, and revenue from RaaS has been decreasing in both absolute terms and as a percentage of our total revenue over the Track Record Period.

Business · 第 266 页

Accordingly, we incurred impairment loss of property, plant, and equipment of nil, RMB6.1 million and nil in 2022, 2023 and 2024 due to the write-down of certain fixed assets associated with decreasing our RaaS business.

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

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