汉森软件港股IPO：3.45亿认沽期权未确认金融负债是否违规？重叠客户及供应商的销售毛利率显著偏低

Core Viewpoint - Shenzhen Hansen Software Co., Ltd. has submitted a listing application to the Hong Kong Stock Exchange, following a significant acquisition and facing challenges in profitability despite revenue growth [1][2]. Financial Performance - For the period from January to August 2025, Hansen Software experienced a revenue increase of 15.83% year-on-year, reaching 325 million RMB, while net profit decreased by 24.68% to 72.8 million RMB due to a significant rise in expense ratios [1][12]. - The company's total expenses for the same period amounted to 117 million RMB, reflecting a year-on-year increase of 59.39%, which outpaced revenue growth [12]. - Government subsidies received by Hansen Software dropped significantly from 17.3 million RMB in the previous year to 7.42 million RMB, contributing to the decline in net profit [13]. Acquisition and Financial Liabilities - Hansen Software completed the acquisition of 51% of Colorful Dan for a total cash consideration of 337 million RMB, with 318 million RMB paid prior to the acquisition date and the remaining 18.7 million RMB paid shortly after [4][5]. - The company has granted a put option to the seller for the remaining 49% of Colorful Dan, with an estimated liability of 345 million RMB, which has not been recognized as a financial liability in accordance with IFRS standards [1][6][12]. Customer and Supplier Dynamics - Hansen Software's sales to overlapping customers and suppliers have shown a significantly lower gross margin compared to the overall company gross margin, raising questions about the fairness of transaction pricing [16]. - The company’s sales to its largest customer, Epson, have been declining, with the sales proportion decreasing from 21% in 2022 to 11.1% in 2025 [13][15]. Market Position and Future Outlook - Hansen Software is ranked first among independent printing control system suppliers globally based on 2024 revenue, according to Frost & Sullivan [2]. - Despite a strong cash position with 160 million RMB in cash and cash equivalents, the necessity for fundraising through the listing is questioned given the company's low debt ratio of 31.93% [16].