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。

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

收购上海优必杰及江苏天辉并表产生商誉

In July 2022, our Group acquired additional 47.8% equity interest of Shanghai UBJ from other shareholders at a total consideration of RMB295.5 million.

Financial Information · 第 472 页

Such vertical integration has proven to be effective during the Track Record Period as we were able to lower our subcontracting fees from RMB105.8 million to RMB63.8 million from FY2021 to FY2022 upon the acquisition of Shanghai UBJ, which resulted in an increase in gross profit margin from sales of education smart robotic products and services from 44.8% to 56.1% from FY2021 to FY2022.

Business · 第 390 页

We had goodwill of RMB75.6 million as of December 31, 2022 and June 30, 2023, from the acquisition of Shanghai UBJ for its education smart robotic products and services business and Jiangsu Tianhui for us to further expand and strengthen the competitiveness of our logistics smart robotic products and services business.

Financial Information · 第 497 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
知行汽车科技(苏州)股份有限公司iMotion Automotive Technology (Suzhou) Co., Ltd.01274.HK

PCBA业务占比大降并拟五年内逐步终止

For the years ended December 31, 2020, 2021 and 2022 and the six months ended June 30, 2022 and 2023, sales revenue from PCBA products amounted to RMB42.4 million, RMB57.6 million, RMB35.0 million, RMB17.0 million and RMB10.3 million, respectively.

Business · 第 255 页

Going forward, as we expect to focus on providing autonomous driving solutions and products to OEM customers, we plan to gradually wind down our sales of PCBA products to third parties over the next five years.

Business · 第 255 页

We do not consider the sales of PCBA products to third parties as our core business and plan to gradually wind down sales of PCBA products to third parties over the next five years.

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
2023-12-12Prospectus
河南金源氢化化工股份有限公司Henan Jinyuan Hydrogenated Chemicals Co., Ltd.02502.HK

往绩后收购金马清能及焦粒煤气设施

In order to reduce the importance of crude coking coal gas as a raw material and hence our reliance on the Jinma Group, subsequent to the Track Record Period, on 10 August 2023, our Company entered into an asset transfer agreement with Jinma Energy, pursuant to which our Company agreed to acquire from Jinma Energy the Coke Granule Coal Gas Facilities at a consideration of RMB108,326,300.

Summary · 第 9 页

On 16 August 2023, Jinma Energy and our Company entered into an equity transfer agreement, pursuant to which Jinma Energy agreed to transfer its equity interest in Jinma Qingneng to our Company at a consideration of RMB72,358,570.4 which was determined with reference to the carrying value of the long term investment of Jinma Qingneng as of 31 July 2023 in Jinma Energy’s accounts.

Summary · 第 9 页

In order to grasp the opportunities arising from hydrogen business as advocated by the PRC government, subsequent to the Track Record Period, we have completed the construction of a gas station with hydrogen refuelling facilities in Zhengzhou High-Tech Industrial Development Zone in October 2023 with a designed refuelling capacity of 4,000 kg of hydrogen per 12 hours and constructed refuelling capacity of 2,000 kg of hydrogen per 12 hours which is expected to meet the daily usage needs of 80 to 100 hydrogen fuel cell heavy trucks (including muck trucks).

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
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

2021年收购四家分销商并整合线下渠道

We acquired four distributors in 2021, which have become our subsidiaries since then.

Business · 第 166 页

In 2021, due to our acquisitions of four distributors, we engaged the sub-distributors of these distributors directly, who were previously not in privity with us.

Business · 第 167 页

Such goodwill arose from our strategic acquisitions of Beijing Tianfeiyan, Harbin Jinyanhui, Changchun Jinyanhui, and Taiyuan Jixiangyan, all of which engage in offline sales of EBN products.

Financial Information · 第 290 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
KCash集团有限公司K Cash Corporation Limited02483.HK

2022年向剔除集团收购转移贷款组合

The decrease of our net expected credit loss from HK$41.9 million in 2021 to HK$37.7 million in 2022 was because our loan portfolio continued to decrease before taking into account the Transferred Loans, and we acquired an unsecured loan portfolio which consists of 454 loan accounts with fair values of HK$146.8 million of Unsecured Property Owner Loans and four loan accounts with fair values of HK$3.3 million of Personal Loans from the Excluded Group in 2022, which led to an increase in the proportion of Unsecured Property Owner Loans and the decrease in the proportion of Personal Loans in our loan portfolio in 2022.

Financial Information · 第 264 页

The decrease of our expected loss rate from 10.8% as of December 31, 2021 to 10.3% as of December 31, 2022 was because the positive impact of the Transferred Loans we acquired in 2022 outweighed the negative impact of the COVID-19 outbreak.

Financial Information · 第 276 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
国鸿氢能科技(嘉兴)股份有限公司Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd.09663.HK

2020年起由销售电堆转向销售燃料电池系统

In 2020, instead of primarily selling our hydrogen fuel cell stacks directly, we began incorporating our hydrogen fuel cell stacks into our hydrogen fuel cell systems, and then sold such systems to downstream customers.

Summary · 第 7 页

Our revenue generated from our 9SSL fuel cell stacks and hydrogen fuel cell systems incorporated the 9SSL fuel cell stacks decreased during the Track Record Period both in absolute amounts and as a percentage of total revenue mainly due to (i) the shift of 9SSL fuel cell stack's applications from on-road vehicles and industrial vehicles to stationary power as a result of the launch of our self-developed hydrogen fuel cell stacks; and (ii) our customers' changing preference for the higher-powered SynStack G series fuel cell stacks over the 9SSL fuel cell stacks for on-road vehicles and industrial vehicle applications.

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
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

向下游屠宰及食品加工业务延伸

As at the Latest Practicable Date, we had a food processing plant project in progress in Yibin City, Sichuan Province, of which the slaughterhouse began operations in October 2023 with a target annual slaughtering capacity of over three million heads of pigs.

Summary · 第 7 页

We have also established a joint venture with Tönnies (one of the largest integrated meat product enterprise in Germany) and are constructing a slaughterhouse in Meishan City, Sichuan Province with a target initial annual slaughtering capacity of over two million heads of pigs.

Summary · 第 33 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

2021年收购Payload & Linker业务

For instance, we entered into agreement to acquire Payload & Linker Business in July 2021 to enhance our discovery, research and development capabilities with respect to payload-linkers.

Financial Information · 第 303 页

As part of our acquisition of the Payload & Linker business unit from STA, we have leased from STA and operated the relevant operation site in Changzhou.

Business · 第 195 页

We recorded goodwill of nil, RMB215.2 million, RMB215.2 million and RMB215.2 million as of December 31, 2020, 2021 and 2022 and June 30, 2023, in relation to our acquisition of Payload & Linker Business in 2021.

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
2023-10-31Prospectus
华视集团控股有限公司Huashi Group Holdings Limited01111.HK

2022年新开展广告投放服务并转向线上业务

We commenced to provide the provision of advertisement placement services in May 2022 and hence no revenue was generated from this segment in FY2020 and FY2021.

Summary · 第 7 页

For FY2020, the Follow-up Engagements on online media advertising services projects increased significantly as we allocated more resources from traditional offline media advertising services to online media advertising services in view of the increasing popularity of online media and our strategic shift of focus on such business segment during the Track Record Period.

Business · 第 247 页

The above increases were mainly attributable to the increase in revenue from the provision of branding services, online media advertising services, event execution and production services and advertisement placement services (including rebates from Media Partner) as a result of (i) the growing market demand for our branding, advertising and marketing services after the COVID-19 was kept under control; (ii) the removal of anti-epidemic measures by the Chinese government at the end of 2022, which result in the economic activities and scene activities, such as cultural events, exhibitions and conferences resuming to normal and an increase in the demand for our event execution and production services; (iii) our Group's enhanced sales efforts to explore more potential customers; (iv) the general increase in demand from advertisers for online media advertising and our Group's continued strategic shift to focus on this segment; and (v) the growth of online retail sales in the PRC which stimulated more customers to select our online media advertising services and advertisement placement services to place advertisements to boost up their sales.

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
2023-10-30Prospectus
喜相逢集团控股有限公司XXF Group Holdings Limited02473.HK

2022年7月暂停新能源分时租赁业务

We intended to focus and allocate our resources on expanding our automobile retail and finance business and e-hailing operating lease business, hence we suspended Go Ziyou APP service for our new energy car-sharing business in July 2022.

Business · 第 204 页

By the end of 2022, our new energy car-sharing automobiles had been disposed of or reallocated to our automobile retail and finance business.

Business · 第 204 页

In relation to our new energy car-sharing business through our Go Ziyou APP, for the years ended 31 December 2020, 2021, 2022 and the six months ended 30 June 2023, we generated revenue of RMB5.2 million, RMB4.0 million, RMB0.8 million and nil, respectively, and recorded gross loss of RMB1.2 million, RMB4.1 million, RMB1.6 million and nil, respectively.

Business · 第 204 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-10-24Prospectus
北京友宝在线科技股份有限公司Beijing UBOX Online Technology Corp.02429.HK

业务重心由直营模式转向伙伴模式

During the Track Record Period, there was an overall decreasing trend of the number of POSs under the direct operation model due to our shift of business focus from the direct operation model to the partner model.

Business · 第 225 页

Commencing from 2020, we started to shift our marketing efforts to our partner model.

Business · 第 284 页

Since 2020, we have actively enhanced the use of POS partners to assist us with sourcing and establishing POSs.

Financial Information · 第 376 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

收购三家自营生产工厂实现纵向整合

To further cement our control over supply chain and enhance the vertical integration of upstream supply chain, we acquired (i) the beef processing plant (i.e. Heyi Plant) in August 2021, which was subsequently relocated and upgraded to a new one on our own land, (ii) the meatball production plant (i.e. Wanlai Wanqu Plant) in August 2021, and (iii) the hotpot soup base production plant (i.e. Chengming Plant) in November 2022.

Business · 第 204 页

As a result of self-producing a portion of our main products, we enjoyed lower unit costs as compared to procuring from third-party suppliers.

Summary · 第 12 页

Prior to the acquisition of our self-operated production facilities, we primarily procured beef from Luyi Heyi and other beef suppliers, meatballs from Sanquan, and hotpot soup base from Luyi Chengming.

Business · 第 203 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2023-10-16Prospectus
极兔速递环球有限公司J&T Global Express Limited01519.HK

收购BEST Express China及整合影响

In addition, our results of operations in 2021 and 2022 were also impacted by our integration costs in relation to the acquisition of BEST Express China, which amounted to US$266.3 million and US$387.8 million, respectively.

Summary · 第 16 页

In 2022, we recorded certain one-off impairment of goodwill based on peers’ performance and general industry trend.

Summary · 第 16 页

In 2022, we successfully integrated BEST Express China.

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
2023-10-16Prospectus
极兔速递环球有限公司J&T Global Express Limited01519.HK

2021年收购印尼泰国区域经营实体

In 2021, we acquired the unconsolidated regional operating entities in Indonesia and Thailand from relevant regional sponsors.

Business · 第 198 页

Revenue that we generated from unconsolidated regional operating entities contributed to 16% and 2%, respectively, of our revenue in 2020 and 2021.

Business · 第 199 页

Our average cost per parcel in Southeast Asia increased in 2021 due to our acquisition of certain unconsolidated regional operating entities in Indonesia and Thailand, which changed our cost structure in Southeast Asia.

Business · 第 219 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

蒙天乳业及优诺中国先后失去控制权出表

Pursuant to the certain adjustment of corporate governance and the disposal of certain economic interests, Mengtian Dairy ceased to be our subsidiary as of December 31, 2021 and Yoplait China ceased to be our subsidiary as of June 15, 2022, and each of them is our associate measured at fair value after their respective deconsolidation.

Summary · 第 5 页

As a result, the historical operations of Mengtian Dairy and Yoplait China together with the gains on the deconsolidation thereof were presented as discontinued operations in our financial statements contained in this prospectus.

Summary · 第 5 页

We recorded loss from Yoplait China of RMB96.3 million, RMB57.7 million and RMB39.7 million in 2020, 2021 and 2022, respectively.

Business · 第 272 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

联运模式收入占比升至34.9%

Revenue from marketing and operating online game products attributable to the joint-run model was RMB453.3 million, RMB977.2 million, RMB2,383.8 million, RMB753.9 million and RMB814.8 million in 2020, 2021, 2022 and the four months ended April 30, 2022 and 2023, respectively, accounting for 15.8%, 17.2%, 27.8%, 27.0% and 34.9% of our revenue from our online game publishing business during these periods, respectively.

Summary · 第 4 页

For example, as our gross profit margin under the joint-run model is generally lower compared to that under the self-run model, our overall gross profit margin may decline if a higher portion of our revenue is derived from the joint-run model.

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
2023-09-18Prospectus
中旭未来ZX Inc.09890.HK

2022年1月收购《古云传奇》全部权益

During the Track Record Period, we operated Legend of Guyun (古雲傳奇) after we acquired its full ownership in January 2022.

Summary · 第 6 页

Since our acquisition of the full ownership of this game product, we have been solely responsible for the game product development, maintenance, price setting and game server, and we consider ourselves as the principal of the game product and the end-users as the customers.

Business · 第 222 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

2020年起新增消费品业务渣渣灰

In 2020, 2021, 2022 and the four months ended April 30, 2022 and 2023, our revenue generated from consumer product business amounted to nil, RMB30.3 million, RMB215.8 million, RMB35.5 million and RMB81.8 million, accounting for nil, 0.5%, 2.4%, 1.1% and 3.2% of our total revenue, respectively.

Business · 第 224 页

Since launch of the Zha Zha Hui brand, GMV generated by this brand increased significantly from RMB2.4 million in 2020 to RMB87.6 million in 2021, and further to RMB315.9 million in 2022.

Business · 第 215 页

Our consumer product business have diversified our revenue composition and have facilitated our expansion into offline channels, enabling us to generate larger end-user base and accumulate more end-user insights, which in turn allows us to further optimize our marketing and operation capabilities.

Business · 第 215 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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