冠中生态控股股东拟变更为深蓝财鲸,并拟5.6亿关联收购杭州精算家51%股权

Group 1 - The core point of the news is that Guanzhong Ecological (300948) announced a share transfer agreement with Deep Blue Financial Whale, resulting in a transfer of 15.5% of the company's shares, which will lead to a change in control of the company [1] - The first phase of the share transfer involves 10.5% of the shares at a price of 15 CNY per share, totaling 221 million CNY, while the second phase involves 5% of the shares to be transferred by March 31, 2026, at a price based on the higher of the market price or the first phase price [1] - Following the completion of the first phase, Deep Blue Financial Whale will become the controlling shareholder of Guanzhong Ecological, with Jin Chunping as the actual controller [1] Group 2 - Guanzhong Ecological also signed a share acquisition intention agreement to acquire 51% of Hangzhou Actuary Artificial Intelligence Technology Co., Ltd. for cash, with a preliminary valuation of no more than 560 million CNY [2] - Hangzhou Actuary, established in September 2022, focuses on digital enterprise services and has limited current revenue and profit levels, with projected revenues of 47.97 million CNY and net profits of 7.92 million CNY for 2024 [2] - The transaction will allow Guanzhong Ecological to gain control of Hangzhou Actuary and consolidate it into its financial statements [2] Group 3 - The agreement includes performance compensation mechanisms for Hangzhou Actuary, ensuring cash compensation if performance targets are not met, along with a reward for the core team for exceeding performance [3] - Guanzhong Ecological believes this transaction will optimize resource integration, enhance business scope, and improve profitability and competitiveness [3] - The funding for the transaction will come from self-owned or raised funds, and it is noted that the transaction is subject to due diligence and other procedures, introducing uncertainty regarding its completion [3]