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。

2026-04-27Prospectus
可孚医疗科技股份有限公司Cofoe Medical Technology Co., Ltd.01187.HK

2025年收购上海华舟及喜曼拿医疗

On December 17, 2024, we entered into the equity transfer agreement and subsequently completed the transaction in January 2025, acquiring a 94.35% interest in Shanghai Huazhou.

Business · 第 119 页

We have completed the acquisition of an 87.6% stake in Humana Medical Limited (喜曼拿醫療系統有限公司) by the end of June 2025.

Business · 第 128 页

Our trade and bills receivables increased from RMB401.8 million as of December 31, 2024 to RMB452.0 million as of December 31, 2025, primarily due to the consolidation of the trade and bills receivables of our subsidiaries following the acquisition of Humana Medical Limited and Shanghai Huazhou.

Financial Information · 第 216 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.

2026年4月以4,380万美元收购Erno Laszlo

In April 2026, Ruoyuchen International Limited (若羽臣國際有限公司) (“Ruoyuchen International”), our indirectly wholly-owned subsidiary incorporated in the British Virgin Islands, entered into share purchase agreements with Bespoke Global LP (“Bespoke Global”), a Cayman Islands exempted limited partnership, to acquire its equity interests in Bespoke Holding Corporation, a company incorporated in Delaware, the United States, and Erno Laszlo Group Ltd, a company incorporated in the United Kingdom, for a total consideration of approximately US$43.8 million.

Summary · 第 11 页

The acquisition is expected to generate synergies with our existing business, including enhancing our brand portfolio, strengthening our product development capabilities and expanding our market presence.

Summary · 第 11 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-27Prospectus
可孚医疗科技股份有限公司Cofoe Medical Technology Co., Ltd.01187.HK

线下门店网络收缩并转向经销渠道

In 2024 and 2025, we terminated 59 and 144 existing stores, respectively, primarily because we identified these existing stores failed to meet profitability expectations due to insufficient foot traffic at their locations or limited local market capacity, during our regular performance evaluations of distribution channels.

Business · 第 124 页

During the Track Record Period, we steadily reduced scale of these offline stores, in line with our business strategy of promoting online sales channel to fit evolving shopping habits of consumers, as well as focusing on offline sales of products that demand professional value-added services such as hearing aids.

Business · 第 124 页

From 2023 to 2024, our same-store sales decreased by 8.6% primarily because the new stores we opened in 2023 and 2024 were still in their early operational ramp-up phase and contributed limited revenue in 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
2026-04-27Application Proof

出售电子废弃物回收等低毛利业务

Our prepayments, deposits and other receivables increased by 66.9% from RMB2,945.8 million as of December 31, 2023, to RMB4,915.4 million as of December 31, 2024, primarily due to (i) an increase in deposits and other receivables as a result of increased other receivables following the disposal of a subsidiary engaged in electronic waste recycling business, reflecting a strategic shift as we gradually phased out lower-margin business operations, with intergroup receivables related to this subsidiary reclassified as external receivables upon its disposal, (ii) an increase in tax recoverable, which reflects higher input VAT incurred on equipment purchases associated with the expansion of our Morowali Production Base, with such input VAT expected to be deducted against output VAT generated from future product sales, and (iii) an increase in prepayments reflecting our increased procurement and business expansion.

Financial Information · 第 219 页

(ii) an increase in impairment losses on property, plant and equipment relating to equipment used in our end-of-life vehicle recycling business, as a result of a reduction in expected recoverable amounts following our adjustment of operating strategies and gradual reduction in investment in such business.

Financial Information · 第 207 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-24Application Proof
美克生能源科技股份有限公司Makesense Energy Technology Co., Limited

2023年战略性由光伏资产转向DES资产

In 2023, our energy assets primarily consisted of PV assets. In the same year, we strategically shifted from PV assets to DES assets.

Business · 第 99 页

Firstly, we discontinued any new initiatives of our prior PV asset development business in 2023 and shifted to and began focusing on DES assets as the foundation to build our electricity services.

Financial Information · 第 164 页

Our non-IFRS adjusted net loss decreased by 7.0% from RMB207.2 million in 2023 to RMB192.7 million in 2024, primarily due to our strategic shift from PV assets to DES assets, which at the time had better margin profiles than PV assets.

Financial Information · 第 168 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-24Application Proof

2023年起由ODM模式转向自有品牌销售

Since 2023, we strategically transitioned our business model from a predominantly ODM-based approach to focusing on the sale of our branded products under two brands, WYBOT and Winny Pool Cleaner, to end consumers primarily in North America, Europe, Asia and Oceania primarily through E-commerce marketplaces, such as Amazon, our E-commerce independent websites on Shopify, Woot, Walmart, Best Buy, Lowe's, Target, and Home Depot.

Summary · 第 4 页

Revenue contribution from sales of branded products, as a percentage of our total revenue, increased from 67.1% in 2023 to 72.4% in 2024 and further to 83.5% in 2025, while our revenue generated from sales under ODM model, as a percentage of our total revenue, decreased from 31.1% in 2023 to 24.6% in 2024 and further to 15.6% in 2025, primarily because, since 2023, we have strategically placed greater emphasis on the development and sales of our branded products, opening up online sales channels such as Amazon, and further expanding the business scale of our own branded products.

Financial Information · 第 217 页

During our business model transition, we strategically chose to scale down our ODM operations rather than maintain their existing size.

Business · 第 131 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-24Application Proof

2025年收购上海安信汇产生商誉及无形资产

Our intangible assets increased significantly to US$49.7 million as of December 31, 2025, primarily due to the recognition of license intangible assets arising from the acquisition of Shanghai Anxinhui in 2025.

Financial Information · 第 202 页

Our goodwill was nil, nil and US$12.6 million as of December 31, 2023, 2024 and 2025, respectively, primarily due to the acquisition of Shanghai Anxinhui.

Financial Information · 第 203 页

Our prepayments and other receivables subsequently decreased to US$14.0 million as of December 31, 2025, primarily due to the decrease in our current prepayment, mainly attributable to settlement of aforesaid prepayments in relation to the acquisition of Shanghai Anxinhui.

Financial Information · 第 203 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-22Application Proof
北京圆心科技集团股份有限公司Beijing Yuanxin Technology Group Co., Ltd.

战略性收缩批发药房及医疗科技业务

During the Track Record Period, we chose to gradually reduce the scale of our wholesale pharmacy services to better focus on our out-of-hospital pharmacy business. Revenue from our wholesale pharmacy services accounted for 32.4%, 29.6% and 15.8% of our total revenue for the years ended December 31, 2023, 2024 and 2025, respectively.

Business · 第 117 页

In 2024, we undertook a series of adjustments, including closing persistently loss-making pharmacies, reducing costs and improving efficiency through enhanced digital capabilities, and contracting lower-margin businesses (including significantly reducing wholesale business and strategically ceasing cooperation with certain healthcare technology service clients).

Business · 第 127 页

Apart from the strategic contraction of lower-margin wholesale pharmacy business, our various business lines have maintained continuous revenue growth.

Business · 第 126 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-20Application Proof
微脉公司WeiMai Inc.

2025年完成多项战略收购拓展业务板块

We acquired Ningbo Censhi Insurance Agency Co., Ltd. 寧波岑石保險代理公司(“Ningbo Censhi”) in 2025 (details of the acquisitions are set out in note 34 to the Accountants’ Report set out in Appendix I of this document) in order to enhance our insurance brokerage services business.

Financial Information · 第 227 页

We acquired Nanfang Health Technology Group Co., Ltd. 杭州醫普南方健康科技集團有限公司 (“Nanfang Health”) in 2025 (details of the acquisitions are set out in note 34 to the Accountants’ Report set out in Appendix I of this document) in order to enhance our IP-driven healthcare marketing solutions business.

Financial Information · 第 227 页

To fortify the post-acute phase of our whole-course healthcare management ecosystem, we completed the strategic acquisition of Ruiwankang, a company specializing in post-treatment and post-discharge nursing.

Business · 第 137 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-17Application Proof

2025年收购五名下游分销商影响财务可比性

We consolidated 706 distributors through such acquisitions, most of whom are small-scale local dealers.

Business · 第 120 页

As of December 31, 2023, 2024 and 2025, we recorded goodwill of nil, nil and RMB13.0 million, respectively.

Financial Information · 第 190 页

Our intangible assets increased from RMB4.8 million as of December 31, 2024 to RMB15.2 million as of December 31, 2025, mainly attributable to the recognition of customer relationship intangible assets arising from our acquisitions of five downstream distributors during the year.

Financial Information · 第 190 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-16Application Proof

FY2025推出C2M消费柔性制造新业务

We launched our C2M flexible manufacturing equipment and related products in November 2025:

Business · 第 111 页

We are also gradually expanding our production capabilities to C2M manufacturing equipment, for which we primarily adopt a make-to-stock production model.

Business · 第 130 页

The C2M production model enables us to meet demands from both C-end users and channel partners for rapid product delivery, while also allowing for effective cost control and economies of scale by spreading fixed productions costs over a larger output and by optimising supply chain procurement.

Business · 第 130 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-15Application Proof
安诺优达基因科技(北京)股份有限公司Annoroad Gene Technology (Beijing) Co., Ltd.

终止新冠业务并计划处置安诺优达实验室

The higher operating expense ratio in 2023 was primarily attributable to higher staff costs recognized in our continuing operations, as certain personnel were redeployed from our Discontinued Operation following the wind-down of COVID-related services.

Business · 第 168 页

We have ceased our COVID-related services in 2023.

Financial Information · 第 239 页

Our inventories decreased by 24.7% from RMB93.1 million as of December 31, 2023 to RMB70.1 million as of December 31, 2024, primarily due to (i) our planned disposal of Annoroad Laboratory in 2024, leading to the reclassification of relevant inventories of Annoroad Laboratory into assets as held for sale in that year, and (ii) our continuous efforts to control our inventory level.

Financial Information · 第 238 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
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
2026-04-12Application Proof
惠州市德赛西威汽车电子股份有限公司Huizhou Desay SV Automotive Co., Ltd.

2025年推出无人配送车及机器人业务

Leveraging the technological capabilities and supply chain advantages accumulated from the rapid development of our intelligent automotive solution, we expanded into the broader range of intelligent appllications, and launched our robovan and foundational hardware for intelligent robots in 2025.

Financial Information · 第 145 页

As at the end of 2025, we had not yet commercialized those products in such emerging markets.

Financial Information · 第 145 页

Nevertheless, we intend to continue to invest in, and strategically expand, our presence in these emerging markets, and we expect to record increasing revenue from these products in the future.

Financial Information · 第 145 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-02Application Proof
新希望乳业股份有限公司New Hope Dairy Co., Ltd.

2023年12月部分处置重庆翰虹

In December 2023, to focus on our core businesses, in particular the development and operation of low-temperature dairy products, we completed a partial disposal of Chongqing Hanhong, whose principal business is operating chain stores specializing in freshly made beverages, including tea drinks.

Business · 第 125 页

Following a partial disposal of Chongqing Hanhong in December 2023, Chongqing Hanhong and its affiliates were accounted for as eight and nine institutional customers for 2024 and 2025, respectively.

Business · 第 124 页

Our other receivables decreased from RMB101.3 million as of December 31, 2023 to RMB32.9 million as of December 31, 2024, primarily due to consideration receivables of RMB74.3 million of December 31, 2023 as a result of the partial disposal of our equity interest in Chongqing Hanhong.

Financial Information · 第 205 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-02Application Proof
新希望乳业股份有限公司New Hope Dairy Co., Ltd.

2025年终止厂房建设并处置土地使用权

Our intangible assets further decreased to RMB570.4 million as of December 31, 2025, primarily due to the disposal of a land use right following the termination of a plant construction in 2025.

Financial Information · 第 207 页

Our other receivables then increased to RMB74.4 million as of December 31, 2025, as a result of an increase in land transfer receivables in connection with the disposal of a land use right in 2025.

Financial Information · 第 205 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-02Application Proof
深圳市锐明技术股份有限公司Streamax Technology Co., Ltd.

出售锐明科技股权影响业绩可比性

On December 19, 2024, we entered into an equity transfer agreement regarding the disposal of part of our equity interest in Ruiming Sciences.

Financial Information · 第 207 页

We decided to dispose of Ruiming Sciences to optimize our resource allocation and focus on the development of our core business operations, which were our AI solutions and video devices.

Financial Information · 第 207 页

Save for Supplier G, a wholly-owned subsidiary of Ruiming Science, in which we retained a 19% equity interest following its disposal, all of our five largest suppliers were independent third parties in each year during the Track Record Period.

Business · 第 163 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-02Application Proof
自然堂全球控股有限公司CHANDO GLOBAL HOLDING LIMITED

策略转向在线直销致线上零售商收入下降

As of December 31, 2023, 2024 and 2025, we cooperated with 40, 37 and 32 online retailers, respectively, who, to the best of our knowledge, operated 92, 86 and 67 online stores, respectively.

Business · 第 132 页

The decrease in the number of online retailers and their associated online stores was primarily attributable to our strategic shift toward a higher proportion of directly-operated online sales, our continued optimization of partner selection with a focus on stronger operators, and the industry-wide increase in traffic and platform costs that caused certain retailers to change business direction.

Business · 第 132 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

产品结构向EIIR产品战略转型

During the Track Record Period, our product mix underwent a notable shift following the acquisition of Jiangsu SVFactory in December 2022.

Summary · 第 7 页

For the year ended December 31, 2025, the contribution of EIIR products had risen significantly to 57.0%, whereas AI-enabled intelligent products decreased to 26.3%.

Summary · 第 7 页

To focus resources on our core embodied AI business, we commenced a strategic scale-down in January 2023.

Business · 第 140 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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