Tai Mei Ti A P P·2025-05-06 15:15Core Viewpoint - Huibo Yuntong (301316.SZ) announced a suspension of trading to plan a share issuance and cash payment to acquire control of Baode Computer System Co., Ltd. (hereinafter referred to as "Baode Computer") while raising matching funds. The transaction will not lead to a change in the actual controller, and specific plans are pending disclosure [2][3]. Group 1: Acquisition Details - The acquisition aims to gain control of Baode Computer, but the leading party is the small shareholders of Baode Computer, specifically five limited partnership enterprises from Tianjin, holding approximately 12.76% of the shares [3][4]. - The major shareholder, Horgos Baode Venture Capital Co., Ltd. (holding 38.23%), will not participate in the transaction, complicating the acquisition process as Huibo Yuntong needs the consent of a majority of shareholders to gain control [3][6]. - Baode Computer has a total of 50 shareholders, with only two holding more than 10% of the shares, indicating a dispersed ownership structure that poses challenges for Huibo Yuntong in acquiring the necessary control [4][6]. Group 2: Market Context and Challenges - Baode Computer is a domestic provider of computing product solutions, ranking among the top five domestic brands in the Chinese server market, with annual sales revenue around 10 billion yuan [7]. - The company was previously part of Baode Technology Group, which was listed in Hong Kong but was privatized in 2020. Baode Computer has been preparing for an independent IPO since September 2021 [7][9]. - The recent shift from IPO to acquisition raises questions about the motivations of the small shareholders and the potential for a compromise with the major shareholder, which could affect the core assets of Baode Computer [9][11]. Group 3: Financial Performance of Huibo Yuntong - Since its listing in 2022, Huibo Yuntong has undergone seven acquisitions, focusing on expanding its presence in the financial technology sector [13]. - The company has seen revenue growth driven by acquisitions, with reported revenues of 1.18 billion yuan, 1.36 billion yuan, and 1.74 billion yuan from 2022 to 2024, but net profits have declined from 89.35 million yuan to 65.58 million yuan during the same period [13][14]. - In the first quarter of 2025, Huibo Yuntong reported revenue of 505 million yuan, a 37% year-on-year increase, but net profit fell by 70%, indicating pressure on profitability and increasing financial leverage [14].