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。

2026-03-31Application Proof
常州微亿智造科技股份有限公司Changzhou Microintelligence Co., Ltd

2025年收购Agilebot及其影响

Notably, as part of our acquisition of a 100% equity interest in Agilebot, we acquired a 21.74% equity interest from Shanghai Jiebote on November 10, 2025, for a total consideration of RMB103.9 million, settled by the issuance of 12,846,189 registered shares.

Financial Information · 第 230 页

Our intangible assets further increased to RMB787.3 million as of December 31, 2025, largely driven by the RMB521.9 million in goodwill and RMB50.7 million in technology recognized in connection with the acquisition of Agilebot.

Financial Information · 第 221 页

The number of newly awarded projects in 2025 includes 73 backlog projects acquired through the Agilebot.

Business · 第 153 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
焦点国际有限公司FOCUS INTERNATIONAL GROUP LTD.

2024年5月终止贴伴成人失禁品牌

We discontinued our adult incontinence branded product line under ‘‘Tieban’’ (貼伴) in May 2024 to optimise resource allocation and focus on core business segments with higher growth potential.

Summary · 第 1 页

We consider the discontinuation reflected a strategic reallocation of human, R&D and capital resources away from a low-margin, slower-growing product line toward higher-growth branded baby and feminine care markets.

Summary · 第 1 页

Revenue from adult incontinence products increased from approximately RMB15.1 million in FY2023 to approximately RMB32.8 million in FY2025, and the additional adult pull-ups production line is intended to service this growing OEM demand.

Business · 第 146 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
焦点国际有限公司FOCUS INTERNATIONAL GROUP LTD.

终止自营电商并将网店转予客户A1

From June to October 2024, we transitioned our e-commerce operations within the PRC under this segment to Customer A1, enabling us to concentrate our resources on product development and manufacturing.

Business · 第 132 页

Three e-stores were transferred to Customer A1 on 30 June, 31 August, and 31 October 2024, respectively.

Business · 第 132 页

While this transition reduced the Group’s direct B2C exposure, it enabled the Group to streamline its cost structure and concentrate resources on manufacturing and brand supply.

Summary · 第 2 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

往绩期间完成四项收购及收购ERP业务

We acquired four companies (“Acquisitions”) during the Track Record Period, the financial results of which had been consolidated into the financial results of our Group for the Track Record Period.

Summary · 第 2 页

As of the Latest Practicable Date, we have fully integrated the business of all Acquired Subsidiaries into our Group and achieved synergies in the following aspects: (i) product and technology integration, (ii) implementation, technical services and maintenance, (iii) management integration, (iv) customer and sales synergies, (v) financial synergies and (vi) brand synergies.

Summary · 第 3 页

Our goodwill increased by 22.8% from RMB253.3 million as of December 31, 2024 to RMB311.0 million as of December 31, 2025, primarily due to our acquisition of Beijing Huiliu and the acquisition of the business of Beijing Guoxin Power Source Technology Development Co., Ltd. in 2025.

Financial Information · 第 226 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
北京数聚智连科技股份有限公司Beijing Data Intelink Technology Co., Ltd.

2025年全面推出海外电商业务

Building on groundwork commenced in the second half of 2024 and initial operations launched by the end of 2024, our overseas e-commerce operations were fully rolled out in 2025 and comprise two sub-segments: (a) Chinese brand overseas e-commerce, where we help established Chinese brands such as iFLYTEK expand into international markets through e-commerce agency services — essentially the reverse of our domestic e-commerce operations model; and (b) proprietary brand development, where we draw on the deep consumer insights, category expertise, and market intelligence accumulated through years of serving brand partners to identify product opportunities, develop proprietary products, and bring them to global consumers by leveraging China’s well-established supply chain and manufacturing ecosystem.

Summary · 第 2 页

The significant increase in the number of self-operated stores from 2024 and 2025 was mainly due to the commencement and expansion of our overseas e-commerce brand operations requiring us to operate stores for Chinese brands on international e-commerce platforms such as Amazon. The decrease in self-operated stores from 2023 to 2024 reflects the strategic allocation of resources in the development of our overseas e-commerce brand operations, which we believe has a promising business prospect.

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
2026-03-31Application Proof

2024年出售半导体设备销售附属公司

Our inventories decreased by 36.0% from RMB159.1 million as of December 31, 2023 to RMB101.8 million as of December 31, 2024, primarily due to (i) a decrease in goods of RMB52.4 million, as RMB22.2 million worth of semiconductor equipment was sold in 2024, resulting in a corresponding cost of sales of RMB22.2 million, and the remaining inventory balance of semiconductor equipment of RMB30.2 million was subsequently disposed of together with the disposal of our subsidiary which engaged in selling semiconductor equipment, while the reduction in our inventory balance of semiconductor equipment resulting from the disposal of the subsidiary was not recognized as any cost of sales; and (ii) a decrease in contract fulfillment costs of RMB7.0 million, as a result of the completion of large-scale projects that had not yet been accepted by the end of 2023.

Financial Information · 第 230 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-30Application Proof
福建万辰食品集团股份有限公司FUJIAN WANCHEN FOOD GROUP CO., LTD.

由自营门店转向加盟模式的业务转型

Our net results changed from a loss in 2023 to profitability in 2024 and 2025, primarily due to the transition from self-operated to franchised stores and initial marketing and administrative investments during the rapid scale-up phase.

Summary · 第 11 页

The increase was also due to a decrease in net losses on disposal of property, plant and equipment, as we have strategically closed some of our self-operated stores to focus on a franchise model from 2023 to 2025.

Financial Information · 第 237 页

In addition, we strategically operate self-operated stores to enhance brand recognition and gain market intelligence.

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
2026-03-30Application Proof
江苏瘦西湖文化旅游股份有限公司Jiangsu Slender West Lake Culture and Tourism Co., Ltd.

2024年10月推出大运扬州夜游

In October 2024, we also launched the Grand Canal Yangzhou night show which combines outdoor boat-as theaters, storytelling and lights show, offering our visitors an immersive cultural experience in the 2,500 years of glory and transformation of Yangzhou and the Grand Canal.

Summary · 第 3 页

the revenue in July and September through December 2025 exceeded that of the corresponding periods in 2023 and 2024, primarily due to the growing popularity of the Grand Canal Yangzhou night show.

Business · 第 138 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-30Application Proof
昆山万源通电子科技股份有限公司Kunshan Wanyuantong Electronics Technology Co., Ltd.

子公司昆山广谦由制造转为贸易实体

Income tax expenses decreased from RMB22.2 million in 2023 to RMB14.8 million in 2024, primarily due to a change in the business model of our subsidiary Kunshan Guangqian in 2023 from a manufacturing entity to a trading entity.

Financial Information · 第 200 页

In 2023, certain deferred tax assets previously recognised were reversed as at the end of year, which resulted in higher income tax expenses in 2023 compared to our tax expenses in 2024.

Financial Information · 第 200 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-27Application Proof
随手播集团公司Easylive Group Inc.

2024年6月起拓展线上营销解决方案业务

Since June 2024, we launched online marketing solutions services that are complementary to our SaaS solutions.

Summary · 第 1 页

During FY2024 and FY2025, our revenue generated from our online marketing solutions business amounted to approximately RMB35.9 million (representing approximately 36.3% of our total revenue) and approximately RMB450.3 million (representing approximately 87.5% of our total revenue) for the corresponding period, respectively.

Financial Information · 第 215 页

During FY2025, approximately 12.5% and 87.5% of our revenue was generated from our SaaS solutions business and our online marketing solutions business, respectively.

Business · 第 157 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-27Application Proof
上海锦江国际酒店股份有限公司Shanghai Jin Jiang International Hotels Co., Ltd.

向轻资产模式转型并战略性退出部分O&L酒店

In particular, revenue in 2025 decreased compared with 2024 mainly due to a reduction in revenue from our O&L hotels, which was attributable to (i) the strategic exit of certain O&L hotels as part of our portfolio optimization strategy, (ii) temporary room closures at selected hotels for renovation and upgrades aimed at enhancing long term asset quality, operating efficiency and capital discipline, and, to a lesser extent, (iii) a softer operating environment that continued to exert pressure on RevPAR across the industry.

Business · 第 121 页

During the Track Record Period, the expansion of our F&M hotels network has significantly outpaced that of our O&L hotels.

Financial Information · 第 213 页

Smartel was disposed of at a consideration of RMB1,659,989,000 for the year ended December 31, 2024.

Financial Information · 第 219 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-27Application Proof
星宸科技股份有限公司SigmaStar Technology Ltd.

2025年10月收购子公司Frequen

Our recent strategic acquisition has further strengthened our SoC platform’s competitiveness in connectivity and low-power solutions, reinforcing our ability to deliver integrated edge AI solutions.

Summary · 第 2 页

Among the 28 new distributors for the year of 2025, 27 were distributors of Frequen, a subsidiary that the Group acquired in October 2025.

Business · 第 152 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-27Application Proof
山金国际黄金股份有限公司Shanjin International Gold Co., Ltd.

2024年8月完成收购Osino及其附属公司

The acquisition of Osino and its subsidiaries was completed by our Group in August 29, 2024.

Financial Information · 第 229 页

Our intangible assets increased by 33.1% from RMB6,053.4 million as of December 31, 2023 to RMB8,054.3 million as of December 31, 2024, primarily due to the acquisition of Osino Mining.

Financial Information · 第 235 页

During the Track Record Period, the Twin Hills Gold Mine project was in its construction and development phase. Consequently, it did not generate any revenue, net profit, or gold production volume during this period.

Summary · 第 17 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-26Application Proof
双林股份有限公司Shuanglin Co., Ltd.

2025年1月收购无锡科之鑫100%股权

We obtained screw thread grinding technology and machinery through acquiring 100% equity in Wuxi Kezhixin in January 2025.

Business · 第 132 页

Through the acquisition of Wuxi Kezhixin, we integrated resources from the upstream supply chain in the planetary roller screw industry and are capable of efficient and precise internal thread grinding with large length-to-diameter ratios (up to 1:12), which has significantly reduced our equipment procurement costs and lead times.

Business · 第 132 页

Our goodwill remained stable at nil as of December 31, 2023 and 2024, and then increased to RMB115.3 million as of December 31, 2025, primarily due to the acquisition of Wuxi Kezhixin in January 2025.

Financial Information · 第 222 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-26Application Proof
四维智联(南京)科技股份有限公司AutoAI (Nanjing) Technology Co., Ltd.

2024年8月收购瑞联星辰影响业绩可比性

During the Track Record Period, these increases were primarily attributable to an increase in both employee compensation expense and depreciation and amortization expense allocable to research and development as a result of our acquisition of Ruilian Xingchen in August 2024 in connection with Didi Technology’s strategic investment in our Company in the Series B Financing.

Business · 第 153 页

Our other intangible assets increased significantly from December 31, 2023 to December 31, 2024 mainly as a result of the intellectual properties we acquired in connection with the injection of Ruilian Xingchen into our Company in August 2024.

Financial Information · 第 233 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-20Prospectus
杭州德适生物科技股份有限公司Hangzhou Diagens Biotechnology Co., Ltd.02526.HK

2024年9月推出技术授权及2025年12月推出SCTI业务

In addition, we have launched the technology licensing business in September 2024 and have recorded strong growth since then.

Financial Information · 第 235 页

In December 2025, we launched the business to serve the needs for comprehensive medical imaging services of hospitals and medical institutions, where we integrated our software with tailor-made servers, in the way to facilitate operations of iMed MaaS^®^ platform within customers’ secured environments.

Business · 第 175 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-20Prospectus
广东华沿机器人股份有限公司Guangdong Huayan Robotics Co., Ltd.01021.HK

2023年出售Neura及深圳牛尔机器人股权

(v) gains from disposal of subsidiaries, primarily representing the gains from the disposal of Shenzhen Niuer Robot and its subsidiary, which primarily acted as an integrator focusing on semiconductor industry.

Financial Information · 第 243 页

(vi) gains from disposal of a joint venture, representing the gains from the disposal of Neura Robotics, which primarily engaged in the R&D of advanced robotics technologies.

Financial Information · 第 243 页

Considering that both us and Neura Robotics were at the early stage of development and that Neura Robotics focused on the R&D of high-tech products that required substantial capital resource, we determined to prioritize the use of capital resources in our core product development.

Financial Information · 第 250 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-13Application Proof
圣火控股集团有限公司Holyfire Holdings Group Limited

收入组合转变,广告营销占比升至44.9%

As our service mix evolves over time, any change in the mix of services provided may have a direct and corresponding impact on our revenue and our overall gross profit margin.

Financial Information · 第 212 页

Going forward, in order to maintain or increase our profitability, we will continue to evaluate and adjust portfolio of our services from time to time so as to focus on services with market demand and better potential.

Financial Information · 第 212 页

While these new customers led to a sharp rise in receivables aged six months to one year, they also contributed to substantial growth in large-scale projects and supported our Group’s strategic shift toward online advertising.

Financial Information · 第 241 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-06Application Proof
华明电力装备股份有限公司Huaming Power Equipment Co., Ltd.

2025年11月收购2024年第一大客户内乡天海

Except for Neixiang Tianhai, our largest customer in 2024, which was acquired by us in November 2025 and has since been our subsidiary, all of our five largest customers in each period during the Track Record Period were Independent Third Parties.

Business · 第 159 页

Our impairment losses on trade and bills receivables decreased significantly from December 31, 2024 to December 31, 2025, as a result of the elimination of trade and bills receivables due from Neixiang Tianhai after our acquisition of Neixiang Tianhai.

Financial Information · 第 233 页

an increase of RMB32.3 million in other tax recoverable, primarily attributable to the consolidation of tax recoverable of Neixiang Tianhai following its becoming our subsidiary.

Financial Information · 第 234 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-06Application Proof
华明电力装备股份有限公司Huaming Power Equipment Co., Ltd.

逐步收缩并将退出电站EPC业务

In addition, we operate in CNC equipment business and power station EPC business, and generate income from electricity sales from certain photovoltaic power stations that we own.

Financial Information · 第 208 页

In addition, to allocate resources more efficiently and concentrate on our core business, we are scaling down and will ultimately exit the power station EPC business.

Financial Information · 第 208 页

Such a difference was mainly because we previously recorded impairment losses for certain trade and bill receivables of two customers in relation to our power station EPC business, which were collected in 2023, leading to the reversal of impairment losses for these trade and bill receivables in that year.

Financial Information · 第 225 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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