线上线下控股股东拟变更 新东家曾筹划独立上市

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].