Core Viewpoint - Lingzhi Software plans to acquire 100% equity of Kaimirui Technology through a combination of share issuance and cash payment, which is expected to constitute a significant asset restructuring [2][5]. Group 1: Transaction Details - The share purchase price is set at 15.31 yuan per share, which is not less than 80% of the average trading price over the last 60 trading days prior to the pricing benchmark [5]. - The transaction is anticipated to involve related party transactions, as certain parties will hold more than 5% of the company's shares post-transaction [5]. - The controlling shareholders of Kaimirui are Rao Xi and Dong Kunlin, who collectively control 61.94% of the equity [5]. Group 2: Strategic Intent - The acquisition aims to enhance Lingzhi Software's comprehensive service capabilities and market competitiveness in the financial technology sector, particularly in response to domestic financial institutions' needs for core system localization and data security [7]. - Lingzhi Software provides a full range of software development services across various financial sectors, while Kaimirui focuses on integrated solutions for financial institutions, including risk management and digital transformation [7]. Group 3: Financial Impact - Post-transaction, Lingzhi Software's total assets, net assets, revenue, and net profit are expected to improve, thereby enhancing its ongoing operational capabilities [8]. - As of Q3 2025, Lingzhi Software's total assets are projected to be 1.749 billion yuan, with net assets of 1.232 billion yuan, while Kaimirui's total assets are 366 million yuan and net assets are 195 million yuan [8]. - Kaimirui's recent financial performance shows a declining trend, with revenues of 292 million yuan, 229 million yuan, and 117 million yuan for 2023, 2024, and the first three quarters of 2025, respectively [11]. Group 4: Industry Challenges - The financial technology sector is experiencing increased competition, leading to aggressive pricing strategies that may compress profit margins and pose risks to Kaimirui's profitability and service quality [13]. - Lingzhi Software has indicated that if the industry continues to face persistent price competition, it could erode Kaimirui's reasonable profits and impact its long-term market competitiveness [13].

【 导读 】凌志软件拟购买凯美瑞德100%股权， 自11月11日开市起复牌 中国基金报记者 闻言 11月10日 晚间 ，凌志软件 发布的交易预案显示， 公司 拟 通过发行股份及支付现金的方式，购买凯美瑞德（苏州）信息科技股份有限公 司 （ 以下简称凯美瑞德 ） 100% 的 股权，并募集配套资金，预计构成重大资产重组。 凌志软件拟通过本次交易，提升在金融信创领域的核心竞争力及产品化水平，但凯美瑞德在近年来的业绩呈现下滑趋势，所处行业面临价 格压力与盈利空间收窄的挑战。 凌 志 软 件 自 1 0 月 2 8 日 开 市 起 停 牌，计 划 自 1 1 月 1 1 日 开 市 起 复 牌 。 截 至 1 0 月 2 7 日 收 盘，凌 志 软 件 股 价 报 1 7.7 7 元 / 股，涨 幅 达 3. 0 7 %，总 市 值 为 7 1.0 8 亿 元 。 预计构成关联交易 拟借交易提升竞争力 交易预案显示，本次交易中发行股份购买资产的价格为15.31元/股，不低于定价基准日前60个交易日凌志软件股票交易均价的80%。 凌志软件公告称，经初步测算，交易完成后部分交易对方及其一致行动人所持公司股份比例超过5%。 ...

Group 1 - Lingzhi Software announced the acquisition of 100% equity in Kaimiride (Suzhou) Information Technology Co., Ltd, marking a significant consolidation project in the domestic fintech sector [1] - The acquisition will be executed through a combination of share issuance and cash payment to 20 transaction parties, with trading resuming on November 11 [1] - This move aligns with the national policy wave for financial innovation and transformation, injecting strong momentum for high-quality development in the sector [1] Group 2 - The financial innovation strategy is a core support for national financial security, entering a rapid development phase driven by policy guidance and market demand [2] - The Chinese financial innovation market is projected to reach 1.2 trillion yuan by 2025, with a compound annual growth rate exceeding 35% for the financial innovation sector [2] - The construction of a self-controllable RMB cross-border payment system is emphasized as a key policy direction in the 14th Five-Year Plan [2] Group 3 - Kaimiride is a leading financial IT supplier in the domestic capital market, known for its "self-controllable + overseas compatible" capabilities [3] - The company has provided comprehensive solutions and services to over 100 domestic and foreign financial institutions, establishing benchmark projects for major banks [3] - Kaimiride has maintained a leading position in the market, ranking first in the banking capital trading system market for two consecutive years [3] Group 4 - The acquisition positions Kaimiride's self-controllable technology system as a key anchor for integration value [4] - Kaimiride's VIVA-TCM system has been recognized as a key recommended solution in the fintech sector, showcasing its core advantages in building a fully self-controllable technology system [4] - The collaboration is expected to enhance the technological strength and sustainable operational capacity of the listed company, supporting the safe and controllable development of the national financial system [4]

Group 1 - The company, Lingzhi Software (688588.SH), plans to acquire 100% equity of Kaimiride from 20 counterparties through a combination of issuing shares and cash payment, while also raising supporting funds [1] - Kaimiride is a leading financial IT supplier in China's capital market, providing integrated solutions and services for banks and securities firms in areas such as fund trading, risk management, liquidity management, digital transformation, and AIGC [1] - Post-transaction, Kaimiride will become a wholly-owned subsidiary of Lingzhi Software, which is expected to enhance the company's revenue and net profit attributable to shareholders, while increasing the domestic revenue share and reducing reliance on the Japanese market [1] Group 2 - The transaction will improve the company's responsiveness to domestic financial institutions' needs for core system localization and data security, thereby enhancing its comprehensive service capabilities and market competitiveness in the financial information technology sector [1]

Group 1 - The company, Lingzhi Software (688588.SH), plans to acquire 100% equity of Kaimiride from 20 counterparties through a combination of issuing shares and cash payments, while also raising supporting funds [1] - Kaimiride is a leading financial IT supplier in China's capital market, providing integrated solutions and services for banks and securities firms in areas such as transaction management, risk management, liquidity management, digital transformation, and AIGC [1] - Upon completion of the transaction, Kaimiride will become a wholly-owned subsidiary of Lingzhi Software, which is expected to enhance the company's revenue and net profit attributable to shareholders [1] Group 2 - The acquisition will increase the domestic revenue share of Lingzhi Software and reduce its reliance on the Japanese market, thereby mitigating associated risks [1] - The transaction will improve the company's responsiveness to the domestic financial institutions' needs for core system localization and data security, enhancing its comprehensive service capabilities and market competitiveness in the financial technology sector [1] - The company's stock is scheduled to resume trading on November 11, 2025 [1]

Core Insights - The "14th Five-Year Plan" emphasizes accelerating the cultivation of new productive forces and strategically laying out future industries, with financial technology being a core application of disruptive technologies [1][5]. Group 1: Future Development Insights - AI is set to become a core capability in finance, transitioning service models from "digital" to "intelligent," with large models evolving into intelligent agents capable of autonomous decision-making [3]. - Quantum technology will reshape financial security and computational capabilities, addressing long-term risks to financial data security posed by quantum computing [4]. - The integration of data as a production factor and the collaborative development of financial innovation are crucial for achieving technological self-reliance [5]. Group 2: Recommendations for Action - Strengthening the virtuous cycle of "technology-industry-finance" to ensure financial support throughout the entire cycle of technological innovation [5]. - Accelerating the establishment of standards and regulatory frameworks for cutting-edge technologies like AI and quantum in the financial sector [5]. - Enhancing collaboration between industry, academia, and research to create open and shared platforms for technology validation and innovation [5].

Core Insights - Tianyang Technology (300872) has signed a share transfer agreement to acquire 5.83 million shares of Baoland Software, representing 7.5% of Baoland's total equity, at a price of 26.56 yuan per share, totaling approximately 155 million yuan [1] - Baoland, established in 2008, is a leader in domestic basic software, focusing on the localization of middleware and has a product line that includes middleware, container platforms, intelligent operations, and big data [1] - The collaboration aims to enhance the integration of banking key application systems with basic middleware systems, promoting information innovation and the autonomy of domestic software [1] Company Strategy - Tianyang Technology recently invested 444 million yuan to acquire 5.02% of Capital Online, aiming to enhance AI capabilities and achieve resource sharing between the two companies [2] - The acquisition of Baoland is expected to significantly enhance Tianyang's influence in the domestic basic software ecosystem and accelerate the penetration of its technology products in the financial innovation market [2] - In the long term, by integrating application software and basic platforms into standardized solutions, Tianyang Technology aims to provide cost-effective digital transformation services for small and medium-sized banks, potentially creating a second growth curve [2]

Core Insights - Hengsheng Electronics is a leading fintech product and service provider in China, specializing in application software development for the financial industry, with a strong technical foundation and extensive customer base [1] Financial Performance - For Q3 2025, Hengsheng Electronics reported revenue of 3.49 billion yuan, ranking 11th among 102 companies in the industry, while the industry leader, Shanghai Steel Union, achieved revenue of 57.318 billion yuan [2] - The net profit for the same period was 503 million yuan, placing the company 3rd in the industry, with the top performer, Desay SV, reporting a net profit of 1.805 billion yuan [2] Financial Ratios - The company's debt-to-asset ratio stood at 31.42%, lower than the previous year's 33.01% and below the industry average of 31.94%, indicating good solvency and lower financial risk [3] - The gross profit margin was 69.00%, slightly down from 69.31% year-on-year but significantly higher than the industry average of 41.71%, reflecting strong profitability [3] Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 6.09% to 213,800, while the average number of circulating A-shares held per shareholder decreased by 5.59% to 8,863.55 shares [5] Executive Compensation - The chairman, Peng Zhenggang, received a salary of 3.866 million yuan in 2024, a decrease of 749,100 yuan from 2023, while the president, Fan Jingwu, earned 4.5068 million yuan, down by 320,600 yuan [4] Business Highlights - The company is experiencing growth in its Hong Kong virtual asset business, with its subsidiary Hengyun Technology assisting major Chinese brokers in upgrading core trading and settlement systems [6] - Hengsheng Electronics is embracing AI by developing its own financial models and launching various AI applications, which are expected to open new market opportunities [6] - The company has made significant progress with its core products, with new systems being implemented by leading brokers and fund companies [7]

Investment Rating - The investment rating for the company is maintained as "Buy" with a target price of RMB 41.46 [1][5]. Core Views - The company reported a revenue of RMB 3.49 billion for the first three quarters of 2025, a year-on-year decrease of 16.66%, while the net profit attributable to the parent company was RMB 455 million, an increase of 2.16% year-on-year. The decline in revenue was primarily due to reduced fair value changes in Q3 2025 [1][5]. - Short-term performance is impacted by the financial IT industry's demand recovery and extended project implementation cycles. However, medium to long-term growth is expected from the core system replacement phase in financial innovation and the expansion of virtual asset and AI innovation businesses [1][2][5]. Revenue and Cost Management - The company's revenue for Q3 2025 was RMB 1.06 billion, down 21.33% year-on-year, with a net profit of RMB 195 million, down 53.17% year-on-year. The decrease in net profit was significantly larger than the revenue decline, mainly due to reduced fair value change income [1][2]. - The company has been focusing on cost control, with expenses decreasing by 15.97% in the first three quarters and 16.83% in Q3. Sales, management, and R&D expenses also saw significant reductions [2]. Business Segment Performance - Revenue from various business segments mostly declined, with asset management and risk control services experiencing the largest drops of 28.23% and 36.90% respectively. However, new products are creating new opportunities as financial innovation penetrates core business systems [3][4]. - The company’s virtual asset business in Hong Kong is rapidly developing, providing incremental demand for IT system construction. The company has also embraced AI, launching several applications that enhance customer value and open new market opportunities [4]. Profit Forecast and Valuation - Due to the company's revenue situation and slower-than-expected industry demand recovery, the forecast for net profit attributable to the parent company for 2025-2027 has been revised down to RMB 1.11 billion, RMB 1.26 billion, and RMB 1.46 billion respectively, reflecting a decrease of 15.43%, 15.59%, and 17.40% from previous estimates [5][11]. - The target price has been adjusted to RMB 41.46 based on a PE ratio of 71 times for 2025, down from a previous target of RMB 53.23, primarily due to the decline in industry average valuation levels and the company's profit levels [5].

Investment Rating - The report maintains a "Strong Buy" investment rating for the company [3][6]. Core Insights - The company has shown significant improvement in profitability, focusing on its core business strategy, with notable breakthroughs in its Xinchuang and innovative business segments [1][6]. - The company reported a substantial decline in revenue year-on-year, primarily due to a strategic focus on financial technology and a reduction in non-financial IT business scale [6][11]. - Key products are performing well, with advancements in the wealth technology and investment technology sectors, including successful implementations of new trading systems [6][11]. Financial Data and Valuation - Total revenue for 2023 is projected at 6,221 million yuan, with a year-on-year decline of 4% [2][11]. - The company expects a net profit attributable to shareholders of 369 million yuan in 2023, reflecting a 37% year-on-year increase [2][11]. - The earnings per share (EPS) for 2023 is estimated at 0.39 yuan, with a projected PE ratio of 43.9 [2][12]. Business Performance - The company achieved a total revenue of 1.771 billion yuan in the first three quarters of 2025, with a year-on-year decline of 49.08% [6][11]. - The financial sector maintained stable performance, generating 1.314 billion yuan in revenue, a slight decrease of 7.14% year-on-year [6][11]. - The company has successfully controlled costs, leading to a significant reduction in losses and improved profitability [6][11]. Future Projections - The company anticipates net profits of 1.03 billion yuan, 2.34 billion yuan, and 2.97 billion yuan for the years 2025, 2026, and 2027, respectively [6][11]. - The report highlights a positive outlook for the company's core products, driven by increased market activity and advancements in AI technology [6][11].