北京浩瀚深度信息技术股份有限公司 关于对外投资暨签署股权/财产份额收购协议的公告

Core Viewpoint - The company, Beijing Haohan Deep Information Technology Co., Ltd., is set to acquire a 34% stake in Yunbianyun Technology (Shanghai) Co., Ltd. for a total cash consideration of RMB 83.3 million, which will allow the company to control 54% of the voting rights in the target company, thereby gaining control over it [1][5][32]. Group 1: Transaction Overview - The acquisition involves the company and its wholly-owned subsidiary Hefei Haohan Deep Information Technology Co., Ltd. signing a share/property acquisition agreement with several parties, including Kang Junyan and Zhongyu Lianyun Computing Service (Shanghai) Co., Ltd. [1][5] - The total valuation of the target company, Yunbianyun, is set at RMB 245 million, with the acquisition price for the 34% stake being RMB 85.75 million [20][22]. - The transaction has been approved by the company's board and does not require shareholder approval [3][6]. Group 2: Financial and Structural Details - The target company, Yunbianyun, focuses on cloud-network integration and has developed a product matrix centered on intelligent connectivity and edge intelligence [12][13]. - The financial data for Yunbianyun indicates a significant increase in value, with an estimated increase of RMB 221.94 million in equity value, resulting in a valuation increase rate of 962.31% [19]. - The acquisition will be financed through the company's own and raised funds, ensuring no significant pressure on cash flow or adverse effects on financial status [32]. Group 3: Governance and Commitments - Post-acquisition, the board of the target company will consist of three directors, with two nominated by the acquiring company [24]. - The transferor has committed to performance guarantees, ensuring that the net profit attributable to the parent company will meet specified targets from 2026 to 2028 [26][27]. - The agreement includes provisions for transitional arrangements and breach of contract responsibilities, ensuring the protection of the company's interests during the transition period [28][29].