Core Viewpoint - Zhongcheng Import and Export Co., Ltd. plans to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. for 151 million yuan, aiming to enter the energy storage industry and enhance its growth potential [1][10]. Group 1: Transaction Details - The transaction involves issuing shares to purchase Zhongji Jiangsu, with a transaction price of 151 million yuan and a simultaneous fundraising of up to 151 million yuan for project development and working capital [1]. - The transaction constitutes a related party transaction as Zhongji Jiangsu is controlled by Zhongji Import and Export Group, the indirect controlling shareholder of Zhongcheng [1]. Group 2: Target Company Overview - Zhongji Jiangsu focuses on investment, development, and operation of energy storage projects for commercial users, providing energy management services to reduce energy costs [4]. - The company has seven operational projects and one under construction, primarily located in Jiangsu and Guangdong provinces [4]. Group 3: Financial Performance - Zhongji Jiangsu's projected revenues for 2023, 2024, and the first half of 2025 are 15.4 million yuan, 37.9 million yuan, and 22.4 million yuan, respectively, with net profits of 1.92 million yuan, 14.99 million yuan, and 4.91 million yuan [4][5]. - The company has shown significant revenue growth in recent years [5]. Group 4: Performance Commitments - The transaction includes performance commitments, with net profit targets for 2025-2027 set at no less than 10.16 million yuan, 19.31 million yuan, and 19.02 million yuan, depending on the transaction completion date [6]. - Zhongji Jiangsu has a high dependency on major clients, particularly Ningde Times, which accounted for 99.72%, 91.96%, and 85.15% of its revenue during the specified periods [6][7]. Group 5: Strategic Intent - The acquisition is part of Zhongcheng's strategy to diversify into the energy storage sector, aiming to create a second growth curve and enhance its asset and revenue base [10]. - Post-transaction, Zhongji Jiangsu will become a wholly-owned subsidiary, improving the financial metrics of Zhongcheng [10]. Group 6: Company Performance Context - Zhongcheng has faced challenges in recent years, with fluctuating revenues and consecutive net losses from 2019 to 2024, including a total loss of approximately 1.514 billion yuan [11]. - The company reported a revenue decline of 22.22% in the first half of 2025 compared to the previous year [11].