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。

2024-06-28Prospectus
广联科技控股有限公司GL-Carlink Technology Holding Limited02531.HK

电子烟销售业务已于2022年12月终止

We had previously engaged in e-cigarette sales from May 2021 to December 2022, but such sales had ceased after December 2022. Our total revenue from such sales amounted to approximately RMB250,000, comprising approximately RMB171,300 generated in FY2021 and RMB79,400 generated in FY2022, accounted for approximately 0.05% and 0.02% of our total revenue in FY2021 and FY2022, respectively.

Business · 第 277 页

In light of such regulatory requirements, we initiated the reduction of e-cigarette sales, and completely ceased such activities by December 2022.

Business · 第 278 页

We have ceased e-cigarette sales and have no plans to relaunch such businesses as at the Latest Practicable Date.

Business · 第 278 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-21Prospectus
元续科技控股有限公司METASURFACE TECHNOLOGIES HOLDINGS LIMITED08637.HK

出售Metaoptics控股权转为联营公司

Since its inception, it had always been our Directors’ intention that Metaoptics Technologies will be a long-term investment in our Group with Mr. Thng (who has the relevant optics industry experiences and connections) spearheading its entire business operations.

Summary · 第 4 页

Up until May 2023, as Metaoptics Technologies had been growing its business operations and expanding its investor base to other independent third-party investors, Metasurface Technologies agreed to transfer an approximately 33.32% equity interest in Metaoptics Technology at a consideration of S$180,000 in aggregate.

Summary · 第 4 页

The transfer of our approximately 33.32% equity interests in Metaoptics Technologies to Mr. Thng resulted in the recognition in our consolidated statements of comprehensive income for the year ended 31 December 2023 (a) gains on disposal of a subsidiary of approximately S$2.5 million; and (b) share-based payments of approximately S$2.1 million because the transfer is perceived to be a form of compensation to remunerate Mr. Thng’s past services and contribution to our Group as an employee.

Summary · 第 5 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-20Prospectus
天聚地合(苏州)科技股份有限公司Tianju Dihe (Suzhou) Technology Co., Ltd.02479.HK

自2021年起策略性缩减充值服务

Revenue derived from mobile top-up service contributed to approximately 80%, 99%, and 99% of the total top-up service revenue for the years ended December 31, 2021, 2022 and 2023, respectively.

Summary · 第 4 页

We have been strategically scaling down our top-up service since 2021.

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
2024-05-30Prospectus
宜搜科技控股有限公司Easou Technology Holdings Limited02550.HK

2020年暂停网络游戏发行业务并于2021年第四季度恢复

We temporarily suspended our online games publishing services in June 2020 to further optimize our business structure and streamline our operations, considering the change in China’s regulatory environment of online games market.

Business · 第 248 页

We resumed our online games publishing services in the fourth quarter of 2021 and officially launched our first overseas online game, Civilization(文明), in October 2022 mainly in the United States, Canada and Europe.

Business · 第 250 页

As a result of the temporary suspension of our online games publishing services, the cost and expenses related to the operation of our online games publishing services decreased accordingly, which enabled us to avoid incurring substantial operating expenses for the online games publishing services business during the period when China suspended its release of ISBN for new games and to re-allocate our existing corporate resources.

Business · 第 249 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-30Prospectus
江西一脉阳光集团股份有限公司Jiangxi Rimag Group Co., Ltd.02522.HK

2023年收购温州颐影60%股权

We entered into a share transfer agreement on September 28, 2022 with Wenzhou Yiying Health Clinic Hospital Co., Ltd. (溫州頤影健診醫院有限公司) (the “Wenzhou Yiying Vendor”), pursuant to which we agreed to acquire 60% equity interest in Wenzhou Yiying from the Wenzhou Yiying Vendor at a consideration of RMB26.4 million (the “Acquisition of Wenzhou Yiying”), with the remaining equity interest being held by the Wenzhou Yiying Vendor.

Financial Information · 第 444 页

Our intangible assets increased by 44.5% from RMB32.0 million as of December 31, 2022 to RMB46.2 million as of December 31, 2023, primarily due to (i) our acquisition of Wenzhou Yiying in August 2023 and (ii) our procurement of office softwares in 2023.

Financial Information · 第 431 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-30Prospectus
江西一脉阳光集团股份有限公司Jiangxi Rimag Group Co., Ltd.02522.HK

停止运营部分影像中心及出售附属公司

Our net other gains primarily consist of (i) net gains on disposal of property, plant and equipment and right-of-use assets in relation to certain property, plant and equipment sold to third-party medical institutions when we cease the operation of certain medical imaging centers,

Financial Information · 第 416 页

Net gain on disposal of a subsidiary | − | 3,169 | 1,618

Financial Information · 第 416 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-23Prospectus
汽车街发展有限公司Autostreets Development Limited02443.HK

代售二手车业务规模持续收缩

Revenue generated from arrangement for sale of used vehicles decreased by 48.6% from RMB154.1 million in 2021 to RMB79.3 million in 2022 and decreased by 19.8% to RMB63.6 million in 2023.

Summary · 第 11 页

Decreases in our revenue generated from arrangement for sale of used vehicles were primarily due to the decreases in the number of consumer trade-in vehicles transacted under this business segment, which were in line with the decreased scale of this business and our collaborating dealership groups’ evolving demand for our arrangement for sale of used vehicle services in response to the changing circumstances (including the decrease in the sales price of new vehicles, which created more uncertainty to the profitability of their used vehicle business).

Summary · 第 11 页

In 2021, 2022 and 2023, approximately 55,000, 34,000 and 30,000 used vehicles were transacted under this business segment, and most of these vehicles were subsequently transacted through our transaction platform.

Business · 第 241 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-19Prospectus
EDA集团控股有限公司EDA GROUP HOLDINGS LIMITED02505.HK

2021年12月联塑收购深圳易达集团

Note: This prospectus includes two Accountants’ Reports set forth as Appendices IA and IB, respectively.

Summary · 第 5 页

Our Group recorded other intangible assets of RMB73.3 million as of December 31, 2021, primarily due to acquisitions of technology and customer relationship through our acquisition of Shenzhen EDA Group in December 2021.

Financial Information · 第 388 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-17Prospectus
趣致集团Qunabox Group Limited00917.HK

2023年服务组合转型及营销活动服务萎缩

During the Track Record Period, our revenue derived from marketing campaign service decreased from RMB26.8 million in 2021 to RMB7.4 million in 2022 and further to RMB7,000 in 2023.

Business · 第 233 页

In 2023, in addition to providing SMS data packages, we began offering short video platform traffic acquisition service to our brand customers.

Business · 第 243 页

In particular, we enhanced capability of utilizing social media platforms for our marketing services and began offering short video platform traffic acquisition service to our brand customers in 2023.

Summary · 第 1 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

往绩期间出售在线教育业务及Mobvoi JV

Upon our disposal of Mobvoi JV in 2022, the tracking of the number of users of our in-vehicle speech dialogue system was discontinued.

Summary · 第 3 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

Our Group had transferred the control of the relevant deliverables to Mobvoi JV and had satisfied all rectification requirements during the second half of 2023.

Financial Information · 第 462 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

2021年5月终止小微贷款及保理业务

We had decrease of working capital of RMB130.5 million in 2020, primarily due to the micro-loan and factoring services issued loan to customers of RMB120.4 million, which business was discontinued in May 2021.

Summary · 第 28 页

Our reversal of impairment losses on financial assets of RMB2.5 million in 2020 and impairment losses on financial assets of RMB0.1 million in 2021 were mainly related to our micro-loan and factoring services.

Financial Information · 第 426 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-03-18Prospectus
百乐皇宫控股有限公司Palasino Holdings Limited02536.HK

线上博彩业务尚未营运、拟2024年软启动

We began preparing for the launch of our Online Gaming Business with the establishment of Palasino Malta in July 2021.

Summary · 第 1 页

The scale of the initial operation will be minimal with expectations of limited players during the first six months of operations.

Summary · 第 10 页

Palasino Malta has been granted a Gaming Service Licence B2C Type 1 by the MGA with a term of 10 years effective from 14 November 2022.

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
2024-03-18Prospectus
百乐皇宫控股有限公司Palasino Holdings Limited02536.HK

上市前收购Retail Park Mikulov拟建赌场

On 27 February 2024, Palasino Group entered into a framework share purchase agreement with CAIAC Fund Management AG (being the fund manager acting on behalf of Czech Real Estate Investment Fund) (the "Vendor"), pursuant to which Palasino Group agreed to purchase 100% of the equity interest in Retail Park Mikulov s.r.o., a company incorporated in the Czech Republic ("Retail Park Mikulov") held by the Vendor for a cash consideration of CZK42.0 million (equivalent to approximately HK$14.7 million) (subject to adjustment by reference to net asset value less bank debt, which adjustment is estimated to be approximately CZK1.1 million (equivalent to approximately HK$0.4 million)) (the "Mikulov Acquisition").

Summary · 第 30 页

It is the plan of our Group to convert the Property to be a land-based casino.

Summary · 第 30 页

The Mikulov Acquisition was completed by the end of February 2024.

Summary · 第 30 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

收购宝清米高及安达米高并表

Following the amendments to the respective articles of association of Baoqing Migao and Anda Migao by removing the specific terms which would require consent of all of their shareholders on certain matters, we have obtained control over Baoqing Migao and Anda Migao and they became our subsidiaries and ceased to be related parties of our Group from 31 March 2022.

Financial Information · 第 431 页

Following the inclusion of Baoqing Migao and Anda Migao as our subsidiaries on 31 March 2022, our estimated annual production capacity for SOP increased by approximately 144,000 tonnes as at the Latest Practicable Date, which is expected to contribute to the expected increase in revenue in the near future.

Financial Information · 第 363 页

The net gain of RMB12.1 million recorded in FY2022 was mainly attributable to the gain on deemed disposal of joint ventures of RMB13.0 million derived from the acquisition of subsidiaries through obtaining control over two former joint ventures of our Group, namely, Anda Migao and Baoqing Migao.

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
2024-02-29Prospectus
乐思集团有限公司Lesi Group Limited02540.HK

客户由广告分发服务迁移至解决方案服务

For the years ended 31 December 2020, 2021 and 2022 and the nine months ended 30 September 2022 and 2023, (i) there were 13, 4, 88, 61 and 3 customers migrated to our mobile advertising solutions services, respectively, and (ii) our revenue generated from these migrated customers amounted to approximately RMB56.0 million, RMB122.3 million, RMB136.3 million, RMB79.8 million and RMB2.6 million, respectively.

Summary · 第 5 页

It exposed our Group to credit and liquidity risks because we may need to make prepayments to suppliers for these customers before arranging for bidding of advertising space.

Business · 第 187 页

Thus, we implemented our strategy to serve customers with greater advertising needs in general.

Business · 第 187 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
天津建设发展集团股份公司Tianjin Construction Development Group Co., Ltd.02515.HK

2020年底起业务重心转向大型项目

Since late 2020, in order to capture the business opportunities arising from the substantial investment in infrastructure projects of larger size by the local government in Tianjin, we adjusted our business focus from small-to-mid size construction projects to large scale construction projects (i.e. projects with original contract value (not including VAT) of more than RMB10.0 million) to expand our business and enhance our market position in the construction industry in Tianjin.

Summary · 第 3 页

During the Track Record Period, we recognized revenue of RMB45.6 million, RMB203.2 million, RMB241.6 million and RMB75.3 million, from 6, 11, 19 and 12 large scale projects, respectively, accounting for 49.4%, 73.9%, 83.9% and 71.2% of our total revenue of the same year/period, respectively.

Summary · 第 3 页

Despite we adjusted our business focus since late 2020 from small-to-mid size construction projects to large scale construction projects, particularly municipal public construction projects, there was no material change in our profitability during the Track Record Period, and our gross profit margin maintained relatively stable at 28.4%, 26.1%, 25.2% and 25.1% respectively during the Track Record Period.

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
2023-12-29Prospectus
长久股份有限公司Changjiu Holdings Limited06959.HK

2021年业务转移及2022年新设运营管理业务

On November 30, 2021, Changjiu Industrial and we entered into a business transfer agreement, pursuant to which Changjiu Industrial agreed to assign to us all of its rights and obligations under its then existing pledged vehicle monitoring service agreements for a total consideration of RMB45.5 million.

Business · 第 193 页

The revenue generated from automobile dealerships under Unassigned Contracts and Entrustment Agreement was RMB3.6 million, RMB37.8 million, RMB20.6 million and RMB19.1 million in 2021 and 2022 and the six months ended June 30, 2022 and 2023, respectively, accounting for 0.8%, 6.9%, 8.0% and 6.2% of our total revenue during the same periods, respectively.

Financial Information · 第 274 页

Our income tax expense increased significantly from RMB9.4 million in 2021 to RMB31.7 million in 2022, which was primarily due to the Reorganization in 2021.

Financial Information · 第 297 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

2021年收购北京海泰康及出售北京世纪友谊

Our intangible assets increased from RMB698.5 million as of December 31, 2020 to RMB902.3 million as of December 31, 2021 primarily due to increases in goodwill and patents and technology in connection with the acquisition of Beijing Healthingkon, partially offset by a decrease in operating license as a result of the disposal of our equity interest in Beijing Century Friendship together with the licenses it held.

Financial Information · 第 351 页

We recorded other income and other net losses of RMB7.8 million in 2021, compared to other income and other net losses of RMB11.8 million in 2020, primarily due to gain on disposal of a subsidiary of the RMB30.0 million we recognized in 2021, resulting from the disposal of our equity interest in Beijing Century Friendship, partially offset by an increase of RMB29.6 million in provision for impairment of amounts due from related parties, which was derived using general approach of expected credit loss model and is non-cash in nature.

Financial Information · 第 348 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-12-27Prospectus
速腾聚创科技有限公司ROBOSENSE TECHNOLOGY CO., LTD02498.HK

2022年12月收购联营公司Luxsense 49%股权

In December 2022, we acquired a 49% equity interest in Luxsense, an associate of our Company, which manufactures modules for our LiDAR products.

Business · 第 209 页

Such strategic acquisition enables us to gain better control over the production of modules for our products to ensure stable supply to customers and allows us to closely monitor product quality and communicate with the production facilities more effectively.

Business · 第 209 页

In 2022, we also entered into manufacturing service agreements with Luxsense for the production of modules for our LiDAR products.

Business · 第 206 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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