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。

2026-02-27Application Proof
卧龙电气驱动集团股份有限公司WOLONG ELECTRIC GROUP CO., LTD.

2025年3月向控股股东关联方出售储能及光伏业务实体

We completed the disposal of several entities that were engaged in the energy storage and photovoltaic power generation related business in March 2025 to an affiliated entity controlled by our Controlling Shareholders.

Business · 第 112 页

Our trade and bills receivables slightly decreased to RMB5,324.6 million as of September 30, 2025, primarily attributable to the decrease in receivables attributable to the disposed subsidiary in relation to energy storage-related business during the period.

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
2026-02-27Application Proof

业务模式多次转型及Crazy Maple Studio出表

Due to the rapidly evolving industry landscape in both online literature and micro dramas spaces, our business models have undergone a few changes during the Track Record Period. We believe these strategic changes are critical to the survival of our overall business and are common to our peers in the digital entertainment industry.

Financial Information · 第 200 页

In April 2023, we deconsolidated Crazy Maple Studio, which operated overseas online literature and micro dramas businesses back then, for reasons as set out in “History, Development and Corporate Structure — Deconsolidation of Crazy Maple Studio”.

Financial Information · 第 200 页

From 2023 to 2024, for domestic micro dramas business, we started shifting our focus from to-C model to to-B model and prioritized partnering with leading third party platforms backed by internet giants, given that the gross profit margin for to-C model (through mini programs) is declining due to increasing level of distribution costs, with more intense competition in China.

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
2026-02-27Application Proof

拟1.8亿元向独立第三方转让青岛Huge

On February 7, 2026, the Group entered into a memorandum with Chijian Medical Technology (Qingdao) Co., Ltd. (齒薦醫學科技(青島)有限公司) (“Chijian Medical”), an Independent Third Party, regarding the proposed transfer of the equity interest in Qingdao Huge to Chijian Medical.

Summary · 第 19 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-27Prospectus
苏州优乐赛共享服务股份有限公司ALSCO Pooling Service Co., Ltd.02649.HK

战略重心转向池化服务,销售及租赁收入下降

Revenue generated from container sales decreased from RMB108.3 million in 2022 to RMB102.2 million in 2023, and further to RMB71.0 million in 2024, representing a decline of 34.5% over the two years.

Business · 第 193 页

The overall decline in rental services is primarily driven by our strategic focus on expanding pooling services, in line with the development trend of the reusable package services industry.

Business · 第 188 页

The decrease was primarily due to the ongoing shift in customer demand from rental services to pooling services, as customers increasingly recognized the cost-saving and operational efficiency advantages of pooling services over traditional rental models.

Business · 第 189 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-27Prospectus
南京埃斯顿自动化股份有限公司ESTUN AUTOMATION CO., LTD02715.HK

出售扬州曙光股权致其不再并表

In June 2025, Nanjing Dingkong, one of our subsidiaries, partially disposed of its equity interests held in Yangzhou Shuguang. As a result, Yangzhou Shuguang ceased to be consolidated into our Group’s consolidated financial statements.

Summary · 第 27 页

As of September 30, 2025, the carrying amount of goodwill further decreased to RMB1,044.6 million, resulting from our disposal of Yangzhou Shuguang in June 2025.

Financial Information · 第 354 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-27Prospectus
南京埃斯顿自动化股份有限公司ESTUN AUTOMATION CO., LTD02715.HK

拟以南京工艺装备股权换取南京化纤股份

In November 2024 and May 2025, we respectively entered into an agreement and a supplemental agreement with Nanjing Chemical Fibre Co., Ltd. (南京化纖股份有限公司) (stock code: 600889.SH) (“Nanjing Chemical Fibre”), pursuant to which we agreed to transfer approximately 3% equity interest in Nanjing Technical Equipment Manufacture Co., Ltd. (南京工藝裝備製造股份有限公司) (“Nanjing Technical Equipment”) held by our Group in exchange for approximately 1.89% equity interest in Nanjing Chemical Fibre (the “Proposed Transaction”), which forms part of the asset restructuring of Nanjing Chemical Fibre.

Summary · 第 26 页

Our Directors consider that the Proposed Transaction has been entered into on normal commercial terms, which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Summary · 第 26 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-30Prospectus
爱芯元智半导体股份有限公司Axera Semiconductor Co., Ltd.00600.HK

2023年10月收购华途影响可比性

The increases were primarily attributable to the successful acquisition of Huatu, as well as the continued expansion in ondevice computing products and rapid ramp-up of our sales of smart vehicle SoC and edge AI inference products.

Summary · 第 14 页

Our intangible assets increased from RMB99.6 million as of December 31, 2022 to RMB566.7 million as of December 31, 2023, primarily due to an increase of RMB277.8 million in technology and an increase of RMB132.6 million in trademark, as a result of the acquisition of Huatu.

Financial Information · 第 293 页

Furthermore, we believe that the acquisition of Huatu has and will continue to enhance our operational efficiency and economies of scale.

Business · 第 226 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-29Prospectus
卓正医疗控股有限公司Distinct Healthcare Holdings Limited02677.HK

2024年3月收购武汉龙王世界及业绩可比性

We acquired Wuhan Dragon World in March 2024. For more details, please see "History, Reorganization and Corporate Structure — Acquisition of Wuhan Dragon World." Therefore, there was a significant increase in our in-person healthcare service revenue from Wuhan in 2024.

Summary · 第 6 页

As of the Latest Practicable Date, 22 of our healthcare service institutions were established by us, and two healthcare service institutions, including one hospital and one clinic, were acquired by us.

Business · 第 253 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-29Prospectus
卓正医疗控股有限公司Distinct Healthcare Holdings Limited02677.HK

2022年医疗机构网络结构性调整及关停

Specifically, we closed six of our healthcare service institutions (3,381 sq.m. in the aggregate) which had relatively small GFA and less specialty departments in 2022, and opened three new healthcare service institutions (6,908 sq.m. in the aggregate) in 2023, including two new ones in Shanghai and Guangzhou which had larger GFA and more specialty departments.

Business · 第 261 页

Based on this assessment, for a healthcare service institution that fails to achieve an expected financial performance, our management determines whether it is necessary to close such a healthcare service institution.

Business · 第 261 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-29Prospectus
深圳市大族数控科技股份有限公司SHENZHEN HAN’S CNC TECHNOLOGY CO., LTD.03200.HK

2023年收购Rayleigh Taide及其后表现恶化

In 2024, Rayleigh Taide experienced a decline in operational performance and profitability as blade manufacturers started to move the coating process in-house, reducing the demand for Rayleigh Taide’s coating services.

Financial Information · 第 350 页

Accordingly, a reduction in consideration payable and recognition of fair value gains on financial liabilities at fair value through profit or loss of RMB60.2 million were recognized in 2024.

Financial Information · 第 350 页

We had liabilities from contingent consideration of RMB68.7 million, RMB8.5 million and nil as of December 31, 2023, 2024 and October 31, 2025, respectively.

Financial Information · 第 384 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-20Prospectus
湖南鸣鸣很忙商业连锁股份有限公司BUSY MING GROUP CO., LTD.01768.HK

2023年11月收购赵一鸣零食改变收入结构

(1) This reflects the revenue of Super Ming since December 2023 after the Super Ming Acquisition in November 2023.

Summary · 第 15 页

The above increases throughout the Track Record Period was mainly due to (i) the expansion of our store network; and (ii) the Super Ming Acquisition.

Summary · 第 14 页

Given the complementary regional coverage and established consumer recognition, we adopted a dual-brand strategy after the Super Ming Acquisition.

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
2025-12-31Prospectus
红星冷链(湖南)股份有限公司Hongxing Coldchain (Hunan) Co., Ltd.01641.HK

2025年3月推出冻品分拣配送新业务

we anticipate a year-over-year decline in gross profit margin for others in 2025 compared to 2024, primarily because we launched frozen food sorting and dispatch services in March 2025.

Summary · 第 14 页

This new operation demands substantial upfront investment and requires time to build revenue.

Summary · 第 14 页

This represents a transformative expansion of our capabilities, filling a gap in our previous service portfolio.

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
2025-12-31Prospectus
豪威集成电路(集团)股份有限公司OmniVision Integrated Circuits Group, Inc.00501.HK

2023年收购Hunan Silicon 100%股权

Our financial liabilities at FVPL primarily consist of payables from the equity acquisition of Hunan Silicon in February 2023 for a consideration of not more than RMB1.2 billion (comprising a fixed consideration of RMB900.0 million and a contingent consideration of up to RMB300.0 million).

Financial Information · 第 338 页

We acquired 100% of the equity interest in Hunan Silicon, which specializes in mixed-signal IC designs, to enhance our technological capabilities of our analog solutions and synergies across our business lines.

Financial Information · 第 338 页

Our goodwill increased from RMB3.2 billion as of December 31, 2022 to RMB3.9 billion as of December 31, 2023, primarily due to the goodwill recognized in our acquisition of the equity interests in Hunan Silicon in 2023.

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
2025-12-30Prospectus
深圳市精锋医疗科技股份有限公司Shenzhen Edge Medical Co., Ltd.02675.HK

往绩记录期间战略性停止低回报非核心产品

For instance, we strategically discontinued developing and selling certain non-Core Products during the Track Record Period as they generated relatively low financial returns.

Financial Information · 第 452 页

We believe such continuous product structure optimization will contribute to a leaner cost structure and improved profit margin in the future.

Financial Information · 第 452 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-18Prospectus
北京五一视界数字孪生科技股份有限公司Beijing 51WORLD Digital Twin Technology Co., Ltd.06651.HK

51Earth收入下滑并转向消费端应用

From 2023 to 2024, the revenue increase was primarily attributable to growth in 51Aes from Smart Village projects and cultural tourism sector projects, and growth in 51Sim from increased orders from automakers for autonomous driving simulation and testing platform solutions, partially offset by a decrease in revenue from 51Earth mainly due to a decline in demand for certain products, such as online meeting and digital exhibition halls during the year.

Summary · 第 2 页

The decrease in customer numbers for 51Earth in 2024 was primarily due to the decline in demand for certain products, such as online meeting and digital exhibition halls during the year and we started to redirect the focus of 51Earth towards developing consumer-centric applications such as See3.

Business · 第 262 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-18Prospectus
深圳迅策科技股份有限公司Shenzhen Xunce Technology Co., Ltd.03317.HK

订阅模式收入占比持续下降

Subscription model | 153,907 | 53.5 | 203,229 | 38.3 | 122,326 | 19.4 | 76,855 | 27.2 | 46,569 | 23.5

Business · 第 197 页

Given the decrease in our revenue generated under the subscription model during the Track Record Period, largely due to our successful expansion into various industries where new clients tend to initiate their engagement through transaction-based collaborations, our business strategy is focused on converting transaction-based customers into long-term subscribers by enhancing customer education and training about the benefits and functionalities of our solutions.

Business · 第 199 页

During the Track Record Period, we had 12 customers in 2022, 11 customers in 2023, 12 customers in 2024, 3 customers in the six months ended June 30, 2025 who transitioned from transaction-based to subscription-based customers, the revenue contribution of whom accounted for 29%, 32%, 17% and 22% of our total revenue in 2022, 2023, 2024 and the six months ended June 30, 2025, respectively.

Business · 第 199 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-18Prospectus
美联钢结构建筑系统(上海)股份有限公司USAS Building System (Shanghai) Co., Ltd.02671.HK

2024年11月出售USAS天津全部股权

Mainly represented other gains arising from our disposal of USAS Tianjin in November 2024.

Financial Information · 第 382 页

For the year ended December 31, 2024, we recorded other gains of RMB10.3 million compared to gains of RMB3.7 million for the year ended December 31, 2023, primarily attributable to our disposal of USAS Tianjin in November 2024.

Financial Information · 第 394 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-15Prospectus
轻松健康集团QingSong Health Corporation02661.HK

2023年起拓展数字营销等新业务并剥离病友筹款平台

We began to offer digital marketing (market education services) in October 2023 and, as a result of surging customer demand for digital marketing services, driven by the shift of the marketing expenditures by pharmaceutical companies to online channels, our digital marketing (market education services) grew quickly to generate a revenue of RMB443.8 million in the six months ended June 30, 2025, accounting for 67.7% of our total revenue in the same period.

Summary · 第 1 页

We entered into one agreement with our customer in 2023 and commenced our digital medical research assistance service in 2024.

Summary · 第 1 页

Except for Zhongyi Hulian, our online illness fundraising platform which was carved out in 2024, all the marketing agents are independent third parties.

Business · 第 190 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-15Prospectus
翰思艾泰生物医药科技(武汉)股份有限公司Hanx Biopharmaceuticals (Wuhan) Co., Ltd.03378.HK

向乐普转让台州汉中股权并于2024年8月完成

Pursuant to this agreement, we shall transfer our 40% equity interest in Taizhou Hanzhong to Lepu for (i) an aggregate amount of RMB350.0 million (“One-off Cash Payment”) to be paid and equity interest to be transferred in instalments as set out in the payment schedule with no other pre-conditions attached thereto; and (ii) an annual payment of 4.375% of the net sales revenue of HX008 after its commercialization (“Annual Fee”).

Summary · 第 14 页

Upon completion of the supplemental equity transfer on August 28, 2024, we ceased to hold any equity interests in Taizhou Hanzhong.

Business · 第 362 页

Through transferring the exclusive rights for manufacturing, development and commercialization of HX008, it is evident that we are capable to transferring our products to market-leading business partners for further development manufacturing and commercialization.

Business · 第 363 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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