冠中生态：控制权变更 深蓝财鲸将成为新控股股东

Group 1: Control Change - The control of Qingdao Guanzhong Ecological Co., Ltd. will change, with Hangzhou Deep Blue Financial Whale AI Technology Partnership becoming the new controlling shareholder, and Jin Chunping as the actual controller [1][2] - The control change will be executed through a phased share transfer and voting rights waiver to ensure a smooth transition of the shareholding structure [2][3] - The first phase involves transferring 15.50% of shares, with 10.50% (14.7033 million shares) at a price of 15 CNY per share, totaling 221 million CNY, subject to certain conditions [2][3] Group 2: Acquisition of Hangzhou Actuary - The company plans to acquire 51% of Hangzhou Actuary AI Technology Co., Ltd. for a cash consideration not exceeding 560 million CNY, aiming to enhance its digital transformation [1][4] - The acquisition will be financed through self-raised funds and will not impact the cash flow of the main business [4] - Hangzhou Actuary, established in September 2022, focuses on digital enterprise services and reported revenues of 47.9663 million CNY and net profits of 7.9202 million CNY in 2024 [4][5] Group 3: Performance Commitments - The acquisition agreement includes performance commitments and compensation mechanisms, ensuring that the target company's net profit meets specified thresholds from 2026 to 2028 [5] - If the performance targets are not met, the shareholders will provide cash compensation based on the shortfall [5] - The core team may receive a cash reward for exceeding performance targets [5] Group 4: Market Outlook - The new strategic investor is expected to enhance the company's digital service capabilities, particularly in AI-driven financial and tax services, tapping into a high-growth market [6] - The successful integration of technology and the synergy between the two business segments will be crucial for the company's performance [6]