中银国际证券股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 签署日期：二〇二五年七月 | | | | 日 求 | | --- | | 重要声明 | | 释 义 . | | 财务顾问核查意见… | | 一、对信息披露义务人本次《详式权益变动报告书》内容的核查…………………………6 | | 二、对信息披露义务人基本情况的核查 | | 三、对信息披露义务人本次权益变动目的及批准程序的核查 . | | 四、对本次权益变动的方式的核查 | | 五、对信息披露义务人资金来源的核查 | | 六、对信息披露义务人对上市公司后续计划的核查. | | 七、对本次权益变动对上市公司影响的核查 | | 八、信息披露义务人与上市公司之间重大交易的核查………………………………23 | | 九、信息披露义务人前 6 个月内买卖上市公司股份的情况的核查 23 | | 十、对上市公司原控股股东、实际控制人及其关联方损害公司利益情形的核 | | 杏 _ | | 十一、对过渡期间保持上市公司稳定经营安排的核查………………………………24 | | 十二、对信息披露义务人的辅导与督促情况的说明 | | 十三、对其他重大事项的核查 | ...

Core Viewpoint - Shenzhen Shenlei Technology Co., Ltd. aims to acquire controlling stake in the listed company Online and Offline one year after withdrawing its IPO application, indicating a strategic shift towards "reverse listing" through asset integration [1][5][6] Group 1: Acquisition Details - Shenlei Technology plans to purchase 10.7062 million shares of Online and Offline, representing 13.32% of the total share capital, for a total consideration of 466 million yuan, or 43.55 yuan per share [3][4] - Following the transaction, Shenlei Technology will become the controlling shareholder, with Xia Jun and Li Wei as the actual controllers of Online and Offline [1][4] - The sellers will relinquish voting rights for 32.1186 million shares, accounting for 39.96% of the total share capital [4] Group 2: Financial Performance - Online and Offline's net profit for 2024, excluding non-recurring gains and losses, is projected at 4.2342 million yuan, marking a decline of approximately 95% over four consecutive years [2][7] - The company reported revenues of 11.02 billion yuan in 2020, but revenues have since fluctuated, with 2024 expected to show a revenue of 11.36 billion yuan, down 23.37% from the previous year [7][8] - The performance of the mobile information service segment has been particularly affected, with a revenue drop of 29.36% in 2024 [8] Group 3: Future Commitments - The parties involved have agreed that the existing business of Online and Offline will gradually transition to a wholly-owned subsidiary, with revenue commitments of at least 1 billion yuan and net profit of at least 20 million yuan for 2025 and 2026 [1][8] - The original controlling shareholders will assist in recovering 90% of the unrecognized book value of current assets by June 30, 2027 [8]

Core Viewpoint - Qi Yunshan Food has submitted an application for listing on the Hong Kong Stock Exchange, with a strong reliance on its flagship product, South Jujube Cake, which accounts for over 80% of its revenue [1][3][4]. Group 1: Financial Performance - Qi Yunshan Food reported revenues of 217 million yuan, 247 million yuan, and 339 million yuan for the years 2022, 2023, and 2024, respectively, with net profits of 25.63 million yuan, 23.70 million yuan, and 53.20 million yuan during the same period [3][4]. - The flagship product, South Jujube Cake, generated revenues of 193 million yuan, 209 million yuan, and 294 million yuan from 2022 to 2024, representing 88.7%, 84.7%, and 86.7% of total revenue for those years [3][4]. Group 2: Product and Market Strategy - Qi Yunshan Food has launched five types of South Jujube products, including South Jujube Cake, South Jujube Granules, and South Jujube Soft Candy, among others [3]. - The company plans to diversify its product offerings and has introduced seven flavors of South Jujube Cake and various fruit and vegetable cakes to address market demand [4][5]. Group 3: Sales Channels - The company primarily relies on offline sales channels, with 199 out of 230 distributors being offline, generating 1.89 billion yuan, 2.11 billion yuan, and 3.03 billion yuan in revenue from 2022 to 2024, accounting for approximately 86.9%, 85.6%, and 89.3% of total revenue [6][7]. - Online direct sales generated revenues of 25.84 million yuan, 31.66 million yuan, and 32.93 million yuan during the same period, representing about 11.9%, 12.8%, and 9.7% of total revenue [7]. Group 4: Market Position - As of 2024, Qi Yunshan Food holds a 32.4% market share in the South Jujube food market in China, ranking first in the industry, while its overall market share in the fruit snack market is only 0.6%, placing it ninth [9].

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]