Core Viewpoint - The company plans to enhance its competitive edge in the internet marketing sector by acquiring a 60% stake in Guangzhou Fengteng Network Technology Co., Ltd. for a maximum consideration of RMB 28.8 million, aiming to integrate the target company's capabilities in intelligent advertising systems and data algorithms to expand its marketing operations [1][3][19]. Transaction Overview - The acquisition involves the company's wholly-owned subsidiary, Shanghai Zhongyan Information Technology Co., Ltd., purchasing the stake from Song Ruiyin and Song Ruijin [1][3]. - The total market value of the target company's equity is assessed at RMB 65.3 million, reflecting an increase of RMB 37.8 million, or 137.07%, compared to the audited owner's equity [2][10]. - The purchase price is based on a valuation of RMB 48 million multiplied by the 60% equity stake, resulting in a transaction price of RMB 28.8 million [2][10]. Purpose of the Transaction - The transaction aims to strengthen the company's position in the internet marketing field by leveraging the target company's core competencies in intelligent advertising and data analytics, thereby enhancing marketing capabilities across multiple platforms [3][19]. - It is expected to deepen collaboration with upstream e-commerce platforms, enhancing the company's service capabilities in the e-commerce ecosystem [3][19]. Financial and Performance Metrics - The transaction includes performance assessment clauses, with specific profit and revenue targets set for the years 2025 to 2027 [5][15]. - The performance targets are as follows: - 2025: Net profit of no less than RMB 5 million and revenue of no less than RMB 50 million - 2026: Net profit of no less than RMB 6 million and revenue of no less than RMB 60 million - 2027: Net profit of no less than RMB 7 million and revenue of no less than RMB 70 million [5][15]. Approval and Compliance - The transaction does not constitute a major asset restructuring or related party transaction and has been approved by the company's board of directors without the need for shareholder approval [2][3]. - The completion of the transaction is subject to approval from relevant authorities, and the agreement will automatically terminate if such approval is not obtained [2][3][6]. Target Company Overview - Guangzhou Fengteng Network Technology Co., Ltd. was established in April 2017, with a registered capital of RMB 20 million and operates in digital marketing and user growth across various sectors [8][9]. - The company has established partnerships with leading internet firms such as Alibaba, JD.com, and Meituan, focusing on performance marketing and advertising services [8][9]. Valuation and Pricing - The valuation of the target company was conducted using both the income approach and asset-based approach, with the income approach yielding a higher valuation of RMB 65.3 million [10][12]. - The difference in valuation methods highlights the importance of considering future earnings potential and intangible assets in determining the fair market value [12][13]. Impact on Company Operations - The acquisition is expected to positively influence the company's consolidated net profit if the target company performs well, while underperformance could negatively impact financial results [19]. - The transaction may also lead to the creation of goodwill, which could be subject to impairment risks in the future [19].

Core Viewpoint - *ST返利 plans to acquire 60% equity of Guangzhou Fengteng for a consideration of no more than 28.8 million yuan, aiming to enhance its competitive edge in the internet effect marketing sector [1][3]. Group 1: Acquisition Details - The acquisition will be funded by the company's own funds without any fundraising or financing arrangements [1]. - Guangzhou Fengteng, established in 2017, has received various government qualifications and has a strong presence in digital marketing and user growth across multiple industries [1]. Group 2: Business Operations of Guangzhou Fengteng - Guangzhou Fengteng's operations include performance marketing, information flow advertising agency, and game publishing and operation [2]. - The company acts as a primary agent for major platforms like ByteDance and UC, providing media account opening, recharge, and advertising design services [2]. Group 3: Strategic Intent of the Acquisition - The transaction aims to integrate Guangzhou Fengteng's capabilities in intelligent advertising systems, data algorithms, and refined operations to enhance *ST返利's marketing capabilities across multiple traffic platforms [3]. - This acquisition is expected to deepen *ST返利's collaboration with upstream e-commerce platforms, thereby enhancing its e-commerce ecosystem service capabilities [3].

Core Viewpoint - *ST Fanli (600228) announced that its wholly-owned subsidiary, Shanghai Zhongyan Information Technology Co., Ltd., plans to acquire 60% equity of Guangzhou Fengteng Network Technology Co., Ltd. from Song Ruijin and Song Ruijin for a consideration not exceeding 28.8 million yuan. The transaction aims to enhance the company's advantages in internet effect marketing and expand its marketing capabilities across multiple traffic platforms [1]. Summary by Relevant Sections - **Transaction Details** - The acquisition price is set at a maximum of 28.8 million yuan [1] - After the transaction, Shanghai Zhongyan will hold 60% equity in Guangzhou Fengteng [1] - **Valuation and Performance** - The total equity of Guangzhou Fengteng was valued at 65.3 million yuan as of the assessment benchmark date, reflecting an appreciation rate of 137.07% [1] - **Strategic Intent** - The transaction is intended to strengthen the company's position in the internet effect marketing sector and to increase the scale of its effect marketing business [1] - The payment for the transaction will be made in installments and will include performance assessment clauses [1]