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。

2026-05-21Application Proof
南京硅基智能科技集团股份有限公司Nanjing Silicon Intelligence Technology Group Co., Ltd.

2025年8月推出GJ Autopilot AIGC新业务线

In August 2025, we tapped into the GJ Autopilot AIGC field, demonstrating the evolution of our GJ AI workforce solutions from AI Copilot to Autopilot, and a shift from AI-tool services to outcome-based solutions.

Summary · 第 2 页

In less than five months, GJ Autopilot AIGC Agents had a revenue contribution of over RMB50 million, representing over 6% of our total revenue in 2025.

Business · 第 177 页

As this initiative matures, we expect to see a substantial boost in profitability, alongside improved operational efficiencies and reduced upfront costs.

Business · 第 177 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-20Application Proof
中旅港澳文旅控股有限公司CTG Hongkong and Macao Culture and Tourism Holding Limited

拟1,000万港元收购Dukling邮轮旅游业务

On April 24, 2026, Shun Tak-China Travel Ship Management Limited, our non-wholly owned subsidiary, entered into an asset purchase agreement with Dukling Limited to acquire its cruise and tourism business, together with the operating vessel and associated assets, including intellectual property rights, accounts and records, for a total consideration of HKD10,000,000.

Summary · 第 4 页

As of the Latest Practicable Date, the acquisition had not been completed.

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
2026-05-19Application Proof
苏州东山精密制造股份有限公司Suzhou Dongshan Precision Manufacturing Co., Ltd.

2025年收购Source Photonics及GMD影响可比性

The goodwill represented to the CGU attributed from Source Photonics is RMB2,799.0 million in 2025.

Financial Information · 第 213 页

Our inventories increased from RMB6,152.7 million as of December 31, 2024 to RMB8,928.9 million as of December 31, 2025, primarily due to (i) an increase in work in progress from RMB1,003.1 million as of December 31, 2024 to RMB2,333.8 million as of December 31, 2025 and (ii) an increase in raw materials from RMB1,654.5 million as of December 31, 2024 to RMB2,758.8 million as of December 31, 2025.

Financial Information · 第 210 页

It increased to RMB10,073.0 million as of December 31, 2025, resulting from the acquisition of Source Photonics and GMD.

Financial Information · 第 211 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-15Application Proof
广东华成电力能源股份有限公司Guangdong Huacheng Electric Power Energy Co., Ltd.

由设计院转型并新增光伏投资运营业务

Through our years of operation, we have transformed from a power design institute into an integrated energy solution provider in respect of power projects. During the Track Record Period, with the aim to expand our business operations upstream, we began to invest in and operate new energy power projects.

Summary · 第 1 页

As an upstream expansion of our business activities, we started to invest in and operate PV power projects during the Track Record Period.

Business · 第 128 页

In light of the aforesaid benefits, we plan to further our investments in PV power projects.

Business · 第 129 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-14Application Proof
深圳市汉森软件股份有限公司Shenzhen Hosonsoft Co., Ltd.

2025年8月斥资3.366亿元收购上海世着色控股权

Pursuant to the investment agreement dated July 29, 2025 (as varied and supplemented by the supplemental agreements) entered into between, among others, our Company and Shanghai Celludye, our Company agreed to subscribe for 9,544,444 shares of Shanghai Celludye at a consideration of RMB120 million, and acquire 17,227,722 shares of Shanghai Celludye at a consideration of RMB216.6 million from Shanghai Celludye’s then shareholders.

Summary · 第 7 页

The total consideration of the subscription and acquisition of Shanghai Celludye’s shares was settled using our internal resources and external financing and was determined on the basis of arm’s length negotiation, taking into account the valuation of Shanghai Celludye during its previous round of financing with upward adjustment based on the synergy that can be created with us after consolidating Shanghai Celludye as our subsidiary.

Summary · 第 7 页

After the Track Record Period, our Group experienced growth in revenue, gross profit and net profit, primarily driven by (i) our acquisition of Shanghai Celludye, which contributed to an increase in revenue from our dyes and inks business; and (ii) an increase in sales volumes of our printing control systems.

Summary · 第 15 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-14Application Proof
成都国星宇航科技股份有限公司Adaspace Technology Co., Ltd.

因负面清单停止3D实景测绘及地质服务

In 2025, the contract value related to such delivery form was only RMB6.6 million, accounting for 0.9% of our revenue, which we do not consider to be material to our business operations.

Summary · 第 7 页

Considering (i) the financial contribution of geology-related services was not significant in terms of the contract value which was RMB20.3 million, RMB3.4 million and RMB nil, respectively, in 2023, 2024 and 2025; and (ii) we had fulfilled all outstanding contract liabilities with respect to geology-related services as of the Latest Practicable Date and do not intend to enter into new contracts in this regard going forward, our Directors are of the view that the cessation of geology-related services will not impact our relationships with existing customers and would not have any material adverse impact on our business, financial condition and results of operations.

Summary · 第 7 页

As advised by our PRC Legal Advisor, the cessation of providing satellite-based solutions involving 3D reality mapping compilation and geology-related services constitute a lawful business arrangement to comply with the Negative List, which are legally valid and enforceable and does not constitute a circumvention of the relevant laws and regulations.

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
2026-05-14Application Proof
成都国星宇航科技股份有限公司Adaspace Technology Co., Ltd.

自愿交回测绘资质并外购遥感数据

In February 2026, considering our strategic focus on our principal business and the associated management time and resources to maintain such qualification, we voluntarily surrendered the Surveying and Mapping Qualification Certificate.

Summary · 第 6 页

Based on our current order backlog of satellite-based solutions as of the Latest Practicable Date and our reasonable estimation of future business demand, we expect that our total cost per year of procuring satellite remote sensing data would be less than RMB5.0 million.

Summary · 第 6 页

Our Directors believe that the impact of such cost increases can be effectively mitigated through pricing adjustments and ongoing improvements in cost efficiency, including standardized delivery formats and strengthened lean management of our research and development activities, and that such cost increases would not have a material adverse effect on our profitability, business, financial condition or results of operations.

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
2026-05-12Prospectus
驭势科技(北京)股份有限公司UISEE Technologies (Beijing) Co., Ltd.01511.HK

2024年末终止合同安排并失去裕兴浙江控制权

Yuxing Zhejiang ceased to be a subsidiary of our Company and became a related party on December 31, 2024 upon the termination of contractual arrangements.

Financial Information · 第 270 页

It ceased to be a related party and became a third party on April 27, 2025 after Mr. Wu and Mr. Zhou’s disposal of their equity interests in Yuxing Zhejiang to a third party.

Financial Information · 第 270 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-11Application Proof
深圳迈瑞生物医疗电子股份有限公司Shenzhen Mindray Bio-Medical Electronics Co., Ltd.

往绩记录期间完成对DiaSys及APT医疗等收购

The significant increase in new distributors in 2024 was primarily attributed to the acquisitions of DiaSys Group and APT Medical Inc.

Business · 第 199 页

For example, through the acquisition of APT Medical Inc., a company listed on the STAR Market, we entered the minimally invasive intervention business, which represents a new driver for our business expansion and revenue growth.

Financial Information · 第 235 页

In IVD, our acquisitions of DiaSys and HyTest enhanced our global supply chain resilience, secured key raw materials and strengthened R&D capabilities.

Business · 第 182 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-11Application Proof
国联绿色科技(无锡)股份有限公司Guolian Green Technology (Wuxi) Co., Ltd.

战略转向运营管理业务,能效解决方案收入下降

Revenue contribution from this business increased from 45.7% of our total revenue in 2023 to 55.8% of our total revenue in 2024, and further increased to 68.6% of our total revenue in 2025.

Financial Information · 第 203 页

During the Track Record Period, our cost of sales as a percentage of our total revenue decreased from 84.2% in 2023 to 80.7% in 2024, and further to 77.5% in 2025, reflecting our improved cost efficiency and strategic shift toward higher-margin intelligent energy operation and management solutions.

Financial Information · 第 204 页

Our trade receivables turnover days further increased to 149 days in 2025, primarily due to a decrease in revenue in our intelligent energy efficiency solutions as we strategically shifted our business focus toward higher-margin intelligent energy operation and management solutions.

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
2026-05-11Application Proof
国联绿色科技(无锡)股份有限公司Guolian Green Technology (Wuxi) Co., Ltd.

出售睢宁超洁于2026年1月完成

On December 17, 2025, we entered into an equity transfer agreement with East Lake High Technology, pursuant to which we agreed to transfer the entire equity interest in Suining Chaojie, together with the debt owed by Suining Chaojie, to East Lake High Technology. The transfer was completed on January 4, 2026 and Suining Chaojie ceased to be a subsidiary of us since then.

Summary · 第 12 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-10Application Proof

Nanjing Digi-Hua增资完成后将不再并表

On March 31, 2026, in connection with a proposed capital increase by Nanjing Digi-Hua to certain new investors, our Board of Directors approved the Company's waiver of its pre-emptive right to subscribe for the capital of Nanjing Digi-Hua.

Summary · 第 10 页

Upon completion of the capital increase, Nanjing Digi-Hua will cease to be a subsidiary of our Company and will instead be accounted for as an associate, and will no longer be consolidated as a subsidiary into our Company's financial statements.

Summary · 第 10 页

Our Directors are of the view that the capital increase and our Company's waiver of its pre-emptive rights will not have a material adverse effect on our Group's business operations or financial performance.

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
2026-05-08Prospectus
浙江翼菲智能科技股份有限公司ROBOTPHOENIX INTELLIGENT TECHNOLOGY CO., LTD.06871.HK

战略转向机器人本体批量销售致毛利率波动

In 2023, we launched our robot bodies at scale as a distinct offering category.

Financial Information · 第 214 页

The increase was primarily driven by our strategic shift from solution-centric offerings to a ramp-up of robot body sales, which we expect would result in higher profitability and faster inventory turnover.

Financial Information · 第 214 页

The initial layout of costs has led to a temporary decline in margin.

Financial Information · 第 214 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-05Prospectus
南京英派药业股份有限公司IMPACT Therapeutics, Inc07630.HK

终止与君实的合资并收购其股权

In August 2023, we and Junshi mutually and amicably agreed to terminate the collaboration due to strategic realignment.

Business · 第 208 页

Under the termination agreement entered into by us and Junshi (the “Termination Agreement”), we acquired all of Junshi’s equity interest in the Joint Venture for a consideration of RMB300.0 million, which was the same with Junshi’s initial capital injection to the JV, and has been fully settled.

Business · 第 209 页

In addition, in recognition of Junshi’s contribution, we agreed to pay up to RMB50.0 million as variable consideration, calculated as a fixed percentage of annual net sales of senaparib until fully paid.

Business · 第 209 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-30Application Proof
君绮控股有限公司Junqi Holdings Limited

2024年6月起业务模式转向品牌管理服务

Consequently, from June 2024 onwards, our operational model transitioned to its current structure whereby Clinics formally delegate brand marketing and management activities to our Group pursuant to the Service Framework Agreements.

Business · 第 113 页

For each year of the Track Record Period, (i) revenue derived from provision of branding activities services amounted to nil, HK$63.5 million and HK$134.7 million respectively, representing nil, 16.4% and 21.2% of our total revenue for the respective years; and (ii) revenue derived from trademark licensing fees amounted to nil, HK$4.0 million and HK$7.7 million respectively, representing nil, 1.0% and 1.2% of our total revenue for the respective years.

Business · 第 113 页

Centralisation of brand management allows Clinics to focus on the delivery of medical services, lowers the aggregate marketing costs for individual Clinics, and enables all Clinics operating under our brand to organise larger-scale, more impactful campaigns, such as cooperation with reputable public figures and celebrities to bolster brand credibility and exposure.

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
2026-04-30Application Proof
君绮控股有限公司Junqi Holdings Limited

2025年10月起终止直接向会员提供美容服务

As we strategically streamlined our business model to focus primarily on our core platform services to Clinics, we had gradually decreased such direct services to Members and ceased to provide such services since October 2025.

Business · 第 110 页

For each year of the Track Record Period, revenue derived from provision of beauty services to Members amounted to HK$30.7 million, HK$14.7 million and HK$2.4 million respectively, representing 13.1%, 3.8% and 0.4% of our total revenue for the respective years.

Business · 第 125 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-29Application Proof
深圳云天励飞技术股份有限公司Shenzhen Intellifusion Technologies Co., Ltd.

收购D-infuture后业务结构转型,行业级收入下滑

On March 22, 2024, our Company entered into the Share Purchase Agreement with D-infuture Tech and its shareholders, pursuant to which our Company agreed to purchase 100% equity interest in D-infuture Tech at a total consideration of RMB180 million, subject to certain price adjustment mechanism.

Summary · 第 12 页

We began to engage in the consumer-class scenario business through the acquisition of D-infuture Tech in April 2024, and we also began to offer consumer-class products under our own brand to achieve organic growth.

Financial Information · 第 209 页

In contrast, there was a decline in the industry-class scenario caused by weakening demand.

Financial Information · 第 209 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-28Application Proof
北京戴纳实验科技股份有限公司Beijing Dynaflow Lab Solutions Co., Ltd.

业务组合向自动驾驶实验室解决方案快速转型

We underwent significant shifts in the composition of our business during the Track Record Period. In particular, revenue from our self-driving laboratory solutions grew substantially, increasing from nil in 2023 to RMB36.2 million in 2024 and further to RMB170.7 million in 2025, demonstrating accelerating market adoption of this offering.

Financial Information · 第 182 页

Gross profit margin for intelligent laboratory solutions improved from 16.1% in 2023 to 23.7% in 2025, driven by enhanced delivery efficiency and cost control measures.

Financial Information · 第 182 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-27Application Proof
重庆千里科技股份有限公司Chongqing Afari Technology Co., Ltd.

业务向AI+出行升级并于2025年10月并表新子公司

Accordingly, each of Jianghe Qixing and Afari Intelligent Drive has become a subsidiary of the Company and its financial results have been consolidated into the accounts of the Company since October 15, 2025.

Summary · 第 13 页

In the AI era, we naturally extend our operations to mainly focus on intelligent driving and Assistance Driving System, ensuring our continued competitiveness as the automotive industry is at the forefront of this transformative shift.

Business · 第 150 页

We believe this business upgrade positions us for long-term success in the AI era, though it requires significant investment that may adversely affect our short-term profitability.

Business · 第 150 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-27Application Proof
广州若羽臣科技股份有限公司Guangzhou Ruoyuchen Technology Co., Ltd.

收入结构转型:自有品牌升至52.8%

Proprietary brands | 263,278 | 19.3 | 500,958 | 28.4 | 1,813,163 | 52.8

Business · 第 130 页

E-commerce operation | 942,327 | 69.0 | 763,711 | 43.2 | 723,497 | 21.1

Business · 第 130 页

The consistent increase in revenue contribution from self-operated stores during the Track Record Period was primarily due to the continued growth of our proprietary brands, which relied more on DTC sales.

Business · 第 134 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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