WUSHANG GROUP(SZ:000501) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-11-29 00:01Core Viewpoint - The company aims to acquire Hangzhou Xiaodian Technology Co., Ltd. to facilitate its strategic transformation from traditional retail to a commercial technology company, leveraging Xiaodian's extensive offline traffic network and digital capabilities [34]. Group 1: Transaction Overview - Wuhan Jiangtun Smart Technology Co., Ltd., a wholly-owned subsidiary of the company, signed a letter of intent for the acquisition of Hangzhou Xiaodian Technology Co., Ltd. on November 28, 2025 [3]. - The intended share acquisition will range from 70% to 100%, with the final percentage to be determined through negotiation after due diligence [3][16]. - The transaction does not constitute a major asset restructuring or a related party transaction as per regulations [4]. Group 2: Target Company Information - Hangzhou Xiaodian Technology Co., Ltd. is a non-listed joint-stock company established on December 6, 2016, with a registered capital of approximately 57.44 million RMB [10]. - The company specializes in various services including shared charging, smart travel, and digital technology solutions, forming a nationwide high-frequency offline traffic perception network [11]. - The target company is not listed as a dishonest executor as of the announcement date [13]. Group 3: Financial and Performance Commitments - The transaction will involve performance commitments for the fiscal years 2026, 2027, and 2028, with specific net profit targets to be agreed upon in the formal transaction documents [19]. - If the actual net profit falls short of the committed amount, the performance guarantors will compensate the acquirer in cash [20]. - A performance guarantee fund equivalent to 20% of the total transaction price will be established to secure the performance commitments [23]. Group 4: Strategic Objectives and Impact - The acquisition aims to integrate Xiaodian's capabilities to enhance the company's competitive edge in the local market and establish a comprehensive smart business infrastructure [34]. - Successful completion of the acquisition will allow the company to consolidate its operations and strengthen its long-term core competitiveness [34].