Core Viewpoint - The article discusses the launch of AdMergeX, a new brand by Beijing Qiancheng Infinite Technology Co., Ltd., aimed at addressing the challenges faced by developers in the global mobile application ecosystem, specifically focusing on traffic dispersion, inefficient monetization, and high technical barriers [1][10]. Group 1: Brand and Mission - AdMergeX is positioned as a global advertising traffic infrastructure SaaS and service platform, offering a comprehensive solution for developers to maximize advertising revenue through its three main platforms: Mediatom, MergeX, and MedPro [1][10]. - The brand's mission emphasizes "maximizing revenue from every piece of developer traffic through intelligent advertising technology," highlighting the importance of technology in its value proposition [1][2]. Group 2: Product Offering - AdMergeX provides a full-stack technology matrix that includes Mediatom, MergeX, and MedPro, designed to meet the diverse monetization needs of developers, from self-traffic monetization to media advertising commercialization [4]. - The platform incorporates advanced intelligent upgrades, utilizing over 10 years of global advertising platform development experience, and employs machine learning and big data technologies to enhance the efficiency of the monetization process [5]. Group 3: Brand Visual Identity - The AdMergeX logo features a dynamic interwoven ring symbolizing the integration of traffic and value, reinforcing the brand's focus on merging advertising demand and media supply [6]. - The color scheme of the logo, with a gradient from deep blue to purple-red, represents the brand's technological reliability and innovative vitality, simulating the flow of data from demand to supply [7]. Group 4: Future Outlook - AdMergeX plans to launch a new website that integrates its three product matrices, aiming to provide a smoother experience for developers in managing the monetization process [8]. - The company is pursuing a dual-track strategy of localization and globalization, adapting to the domestic advertising ecosystem while enhancing local operations in overseas markets to meet regional demands [9]. - The brand's upgrade marks the beginning of its global strategy, with ongoing iterations of technology and services to explore unlimited monetization possibilities for developers [10].

Core Viewpoint - The announcement details the transfer of control of Wuxi Online and Offline Communication Technology Co., Ltd. to Shenzhen Shenlei Technology Co., Ltd. through a share transfer and voting rights waiver agreement, making Shenlei the controlling shareholder of the company [1][2]. Group 1: Share Transfer and Control - The share transfer price is set at 43.55 yuan per share, totaling approximately 466 million yuan for 10.7062 million shares, which represents 13.32% of the total share capital [1]. - After the transfer, the original shareholders will waive voting rights for 32.1186 million shares, accounting for 39.96% of the total share capital [1]. - Future share transfers are planned, with 8.0297 million shares (9.99% of total capital) to be transferred by June 30, 2026, and 5.3665 million shares (6.68% of total capital) by June 30, 2027 [2]. Group 2: Business and Performance Commitments - The existing business will gradually be transferred to a wholly-owned subsidiary, with provisions for Shenlei to acquire existing business and assets at reasonable prices if needed within three years [4]. - Performance commitments include a combined audited revenue of no less than 1 billion yuan and a net profit of at least 20 million yuan for the fiscal years 2025 and 2026 [4]. - Historical performance shows revenues of 1.738 billion yuan, 1.482 billion yuan, and 1.136 billion yuan from 2022 to 2024, with net profits of 50.1188 million yuan, 26.3861 million yuan, and 30.4594 million yuan respectively [4]. Group 3: Implications of Performance Commitments - The performance commitment conditions are considered lenient, which may not create a positive incentive effect for the business team [5]. - If the performance commitments are too easily achievable, it could lead to high rewards for the team without sufficient effort, potentially harming the interests of minority shareholders [5].

Core Viewpoint - The company "线上线下" has resumed trading with its stock price rising following the announcement of a share transfer agreement with "深蕾科技", which will result in 深蕾科技 becoming the controlling shareholder of 线上线下 [1][2] Group 1: Share Transfer Details - The controlling shareholders of 线上线下, 汪坤 and 门庆娟, along with 无锡峻茂, will transfer a total of 10,706,199 shares to 深蕾科技, representing 13.32% of the total share capital [1][3] - After the transfer, 深蕾科技 will hold 10,706,199 shares, making it the controlling shareholder, while 汪坤, 门庆娟, and 无锡峻茂 will collectively relinquish voting rights for 32,118,605 shares, which is 39.96% of the total share capital [1][3] Group 2: Financial Commitments and Performance - The share transfer agreement includes performance commitments, requiring the company to achieve a total audited revenue of at least 100 million yuan and a net profit of at least 2 million yuan for the years 2025 and 2026 [4] - The company's net profit has been declining for four consecutive years, with figures of 83 million yuan in 2020, 85 million yuan in 2021, 50 million yuan in 2022, 26 million yuan in 2023, and 30 million yuan in 2024 [4] Group 3: Financial Data Overview - For 2024, the company's revenue is projected at approximately 1.14 billion yuan, a decrease of 23.37% compared to 2023 [5] - The net profit attributable to shareholders for 2024 is estimated at around 30.46 million yuan, reflecting a 15.44% increase from the previous year [5] - The net profit excluding non-recurring gains and losses is expected to drop significantly to about 4.23 million yuan, a decrease of 75.21% compared to 2023 [5] Group 4: Historical Context and Market Activity - 线上线下 was listed on the Shenzhen Stock Exchange on March 22, 2021, with an initial public offering price of 41 yuan per share, reaching a peak of 129 yuan on its first trading day [6] - The company raised a total of 820 million yuan during its IPO, with net proceeds of approximately 749.59 million yuan after deducting issuance costs [7]

Core Viewpoint - The announcement details a significant change in control for Wuxi Online and Offline Communication Information Technology Co., Ltd, as the major shareholders plan to transfer 10,706,199 shares, representing 13.32% of the total share capital, to Shenzhen Shenlei Technology Co., Ltd, which will become the new controlling shareholder [1][2][8]. Summary by Sections Share Transfer Details - The controlling shareholders, Wang Kun and Men Qingjuan, along with Wuxi Junmao Investment Co., Ltd, will transfer a total of 10,706,199 shares to Shenzhen Shenlei Technology Co., Ltd, which constitutes 13.32% of the total share capital [1][2]. - Post-transfer, the shareholders will relinquish voting rights for 32,118,605 shares, accounting for 39.96% of the total share capital [1][2]. Shareholder Structure Before and After Transfer - Before the transfer, the shareholding structure includes: - Wang Kun: 27,744,994 shares (34.52% voting rights) - Men Qingjuan: 9,403,115 shares (11.70% voting rights) - Wuxi Junmao: 5,676,695 shares (7.06% voting rights) [3][4]. - After the transfer, the new structure will be: - Shenzhen Shenlei: 10,706,199 shares (13.32%) - Wang Kun: 20,808,746 shares (25.89%) - Men Qingjuan: 7,052,337 shares (8.78%) - Wuxi Junmao: 4,257,522 shares (5.34%) [3][4]. Compliance and Approval Process - The transfer is subject to approval from the shareholders' meeting, antitrust review by the State Administration for Market Regulation, and compliance confirmation from the Shenzhen Stock Exchange [2][8]. Future Share Transfer Phases - The agreement outlines a phased approach for future share transfers, with the second phase involving an additional 8,029,650 shares (9.99% of total capital) to be transferred by June 30, 2026 [8][11]. - The third phase will include the transfer of 5,366,453 shares (6.68% of total capital) by June 30, 2027 [11][12]. Financial Terms - The total payment for the first phase of the share transfer is set at approximately 466.25 million yuan, with specific amounts allocated to each transferring party [15][17].

Group 1 - The company has announced a suspension of trading due to the planned change of control involving its major shareholders, Wang Kun and Men Qingjuan, to ensure fair information disclosure and avoid abnormal stock price fluctuations [1][2] - The company has signed a share transfer agreement with Shenzhen Shenlei Technology Co., Ltd., where a total of 10,706,199 shares, representing 13.32% of the total share capital, will be transferred at a price of 43.55 yuan per share, totaling approximately 466.25 million yuan [2] - Following the share transfer, Shenzhen Shenlei Technology will become the controlling shareholder, with Xia Jun and Li Wei as the actual controllers of the company [2] Group 2 - The company's stock is scheduled to resume trading on June 27, 2025, after the suspension [3]

Core Viewpoint - The company "Online and Offline" (300959.SZ) has signed a share transfer agreement with Shenzhen Shenlei Technology Co., Ltd., resulting in Shenlei becoming the controlling shareholder with a 13.32% stake in the company [1][3]. Group 1: Share Transfer Details - The share transfer involves a total of 10.7062 million shares, representing 13.32% of the total share capital, at a price of 43.552 yuan per share, totaling 466 million yuan [3]. - After the transfer, the original shareholders will relinquish voting rights for 32.1186 million shares, accounting for 39.96% of the total share capital [3]. Group 2: Shenlei Technology Background - Shenlei Technology attempted an IPO in 2023 but withdrew its application on May 16, 2022, after undergoing two rounds of inquiries [2][3]. - The company has faced previous acquisition attempts that were ultimately unsuccessful, including a 2016 proposal by Roton Development and a 2019 attempt by Shenzhen Huachuang [3]. Group 3: Financial Performance - Shenlei Technology's revenue from 2020 to 2023 showed fluctuations: 4.979 billion yuan in 2020, 6.685 billion yuan in 2021, 7.234 billion yuan in 2022, and 4.096 billion yuan in the first half of 2023 [4]. - Net profits during the same period were 147 million yuan, 155 million yuan, 109 million yuan, and 35.8468 million yuan, indicating a decline in profitability [4]. Group 4: Business Commitments and Arrangements - The transfer agreement includes performance commitments, requiring the company to achieve audited revenues of at least 1 billion yuan and net profits of at least 20 million yuan for the years 2025 and 2026 [6]. - The existing business will gradually be transferred to a wholly-owned subsidiary, with provisions for the original shareholders to reacquire the business if necessary within three years [6].

Core Viewpoint - Shenzhen Shenlei Technology Co., Ltd. is pursuing control of the A-share company Online and Offline after its failed IPO attempt in May 2024, indicating its ambition to enter the capital market remains strong [1] Group 1: Share Transfer and Control - Shenlei Technology will become the controlling shareholder of Online and Offline by acquiring 13.32% of the company's shares from its current major shareholders [3][4] - The current major shareholders, Wang Kun, Men Qingjuan, and Wuxi Junmao Investment Co., Ltd., will collectively relinquish their voting rights for 39.96% of the shares post-transfer [3] Group 2: Company Background and Financials - Shenlei Technology previously attempted an independent IPO in 2023 but withdrew its application in May 2024 after being accepted in June 2023 [5] - In the first half of 2023, Shenlei Technology reported revenue of approximately 4.097 billion yuan and a net profit of about 35.8468 million yuan [5] - Online and Offline, the target company, generated revenue of approximately 1.136 billion yuan and a net profit of about 30.4594 million yuan in 2024 [6] Group 3: Ownership Structure - The largest shareholder of Shenlei Technology is Shenlei Technology Development (Shenzhen) Co., Ltd., holding 38.91% of the shares, with the controlling couple, Xia Jun and Li Wei, owning it through Baicui Technology (Hong Kong) Co., Ltd. [5] - Xia Jun and Li Wei are a married couple, born in 1966 and 1968 respectively, and have a complex ownership history involving previous attempts to sell their former company to a now-defunct A-share company [5][6]

Core Viewpoint - The company is undergoing a change in control as its major shareholders have signed agreements to transfer shares to Deep Ray Technology, resulting in a new controlling entity [1] Share Transfer Details - The controlling shareholders, Wang Kun, Men Qingjuan, and their concerted party Wuxi Junmao, will transfer a total of 10.7062 million shares, representing 13.32% of the company's total equity, to Deep Ray Technology at a price of 43.552 yuan per share [1] - The total consideration for the share transfer amounts to 466 million yuan [1] - After the transfer, the shareholders will relinquish voting rights for 32.1186 million shares, which accounts for 39.96% of the total equity of the listed company [1] New Shareholding Structure - Following the completion of the share transfer and voting rights relinquishment, Deep Ray Technology will become the controlling shareholder of the company [1] - Xia Jun and Li Wei will assume the roles of actual controllers of the company [1] Stock Resumption - The company's stock will resume trading starting from June 27 [1]

Core Viewpoint - The announcement details a significant share transfer agreement between the controlling shareholders of the company and Deep Ray Technology, which will result in a change of control for the company [1] Group 1: Share Transfer Agreement - The controlling shareholders, Wang Kun and Men Qingjuan, along with their concerted party Wuxi Junmao, signed a share transfer agreement with Deep Ray Technology on June 26, 2025 [1] - They plan to transfer 10.7062 million shares, representing 13.32% of the total share capital, to Deep Ray Technology [1] - Following the transfer, the shareholders will relinquish voting rights for 32.1186 million shares, which accounts for 39.96% of the total share capital [1] Group 2: Change of Control - Upon completion of the transaction, Deep Ray Technology will become the controlling shareholder of the company [1] - Xia Jun and Li Wei will become the actual controllers of the company after the share transfer [1] Group 3: Regulatory Compliance - The equity change does not trigger a mandatory tender offer and complies with relevant commitments [1] - The transaction is not expected to adversely affect the company's normal production and operations [1]

证券代码：300959 证券简称：线上线下 公告编号：2025-034 无锡线上线下通讯信息技术股份有限公司 关于控股股东、实际控制人及其一致行动人签署 《股份转让协议》《表决权放弃协议》暨公司控制权拟发 生变更的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1、2025 年 6 月 26 日，无锡线上线下通讯信息技术股份有限公司（以下简称 "公司"或"上市公司"）控股股东、实际控制人汪坤先生、门庆娟女士及其一致行 动人无锡峻茂投资有限公司（以下简称"无锡峻茂"）与深圳深蕾科技股份有限公 司（以下简称"深蕾科技"）签署了《股份转让协议》、《表决权放弃协议》。根 据《股份转让协议》，汪坤、门庆娟、无锡峻茂拟合计向深蕾科技转让所持有的 上市公司 10,706,199 股股份，占总股本的 13.32%（以下简称"本次转让"）。根据 《表决权放弃协议》，汪坤、门庆娟、无锡峻茂在本次转让后，合计放弃转让后 持有的公司 32,118,605 股股份的表决权，占公司总股本的 39.96%。 2、若本次股份转让及表决权放弃完成后，深蕾科技将持有公司 ...