香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失 承擔任何責任。 China Ruyi Holdings Limited 本公司欣然宣佈，近日，本公司的間接全資附屬公司上海儒意星辰企業管理有限公司（「買 方」）、上海萬達網絡金融服務有限公司（「賣方」）及快錢金融服務（ 上海 ）有限公司（「目標公 司」）訂立股權轉讓協議（「協議」）。據此，買方有條件同意受讓而賣方有條件同意轉讓目標 公司30%股權（「收購事項」），現金代價為人民幣240,000,000元，分三期支付。 目標公司於2011年首批獲得中國人民銀行（「央行」）頒發的第三方支付牌照，主要為大中型 企業提供綜合支付解決方案，同時積極佈局海外，發展數字人民幣，推出跨境收付款、全 球收單、跨國人民幣結算、海外購等多種跨境產品，大力拓展跨境業務，為跨境多場景提 供綜合支付解決方案。 中 國 儒 意 控 股 有 限 公 司 （ 於百慕達註冊成立之有限公司） （股份代號：136） 自願公告 收購目標公司的30%股權 本公告由 ...

Core Viewpoint - Lakala's registered capital has been continuously decreasing due to unmet performance targets in its restricted stock incentive plan, raising concerns about its financial health and strategic direction [1][2][3]. Financial Performance - In 2023, Lakala's revenue was 5.938 billion yuan, a year-on-year decrease of 2.96%, while the net profit was 457 million yuan, showing a significant increase of 131.78% compared to the previous year [3][6]. - For 2024, revenue further declined to 5.758 billion yuan, with a net profit of 351 million yuan, reflecting a year-on-year decrease of 23.26% [3][6]. - Cumulatively, the net profit over the two years was only 800 million yuan, reaching just half of the set performance target [4]. Business Segmentation - Lakala's main business segments include digital payment and technology services, with the payment business accounting for 89.7% of total revenue in 2024, an increase of 2.42 percentage points from the previous year [4][6]. - The technology services segment contributed only 4.91% to the revenue, showing a decline of 0.93 percentage points year-on-year [4][6]. Capital Structure - Lakala's registered capital decreased from 788.08 million yuan to 776.66 million yuan within six months, amounting to a reduction of approximately 24 million yuan [2]. - The company has been repurchasing and canceling shares due to unmet performance targets in its incentive plans [1][2]. Market Challenges - Lakala faces intensified competition from major players like Alipay and WeChat Pay, which are squeezing its market share in the payment sector [4]. - The company reported a decline in transaction amounts, with a total of 982 billion yuan in payment transactions, down 10.51% year-on-year [4]. Compliance and Legal Issues - In 2024, Lakala faced fines totaling nearly 8 million yuan due to compliance violations, including issues related to fund settlement processes [8]. - The company has also been involved in various legal disputes, with significant amounts at stake [11]. Management and Governance - Despite declining performance, executive compensation has been on the rise, with the chairman's salary increasing from 5.263 million yuan in 2022 to 5.306 million yuan in 2024 [14][15]. - The company has a significant portion of shares pledged, with approximately 38% of the top ten shareholders' shares being pledged as of December 31, 2024 [13].

Core Viewpoint - Mobile payment has become an essential part of daily life, with a shift towards multi-payment strategies driven by diverse consumer habits and regulatory needs, leading to the rise of aggregation payment platforms [1][13]. Aggregation Payment Industry Overview - Aggregation payment, also known as "fusion payment," integrates multiple payment services into one platform, providing merchants with various services to reduce costs and improve efficiency [2]. - The industry can be divided into online and offline aggregation payment, both serving different merchant needs through a unified system [3]. Development Stages of Aggregation Payment - The development of aggregation payment has gone through three stages: 1. Initial phase (2014-2015) with the rise of QR codes and the shift to offline payments 2. Rapid growth phase (2016-2017) driven by product innovation and market expansion 3. Compliance phase (2017-present) with regulatory policies ensuring healthy industry growth [5]. Industry Value Chain - The upstream of the aggregation payment industry includes technology providers, payment service providers, and hardware suppliers, while the downstream focuses on merchants and consumers benefiting from simplified payment processes [7]. Current Market Trends - The aggregation payment market in China is projected to reach a transaction scale of 22.6 trillion yuan in 2024, reflecting a year-on-year growth of 14.1% [1][13]. - The user base for online payment is expected to reach 1.029 billion by the end of 2024, indicating a growing demand for aggregation payment services [11]. Competitive Landscape - The aggregation payment industry is becoming increasingly competitive, with key players including Lakala, Lichu Business Services, and Qianba Internet Technology, among others [15][17]. Future Development Trends 1. **Market Expansion to Lower-Tier Cities**: Aggregation payment companies are targeting third and fourth-tier cities for growth opportunities as urban markets become saturated [21]. 2. **International Market Exploration**: Companies are looking overseas for growth, leveraging their domestic advantages to participate in global payment solutions [22]. 3. **Technological Innovation**: The integration of new technologies like IoT and biometric payments is expected to enhance user experience and security [23]. 4. **Intensifying Market Competition**: Increased market entry will lead to more competition, potentially resulting in mergers and acquisitions to optimize resources [24].

Core Viewpoint - Lakala's financial performance in 2024 and Q1 2025 shows a decline in revenue and net profit, primarily due to reduced hardware sales and pressure on payment business, but the company benefits from improved gross margins in both payment and technology service sectors [1][2][3]. Financial Performance - In 2024, the company achieved operating revenue of 5.759 billion, a year-on-year decrease of 2.96%, and a net profit attributable to shareholders of 351 million, down 23.26% year-on-year [1]. - For Q1 2025, the company reported operating revenue of 1.299 billion, a decline of 13.01% year-on-year, and a net profit attributable to shareholders of 101 million, down 51.71% year-on-year [1][3]. Business Segments - Payment business revenue in 2024 was 5.17 billion, a slight decrease of 0.27%, with a gross margin of 27.22%, up 0.92 percentage points, driven by a higher proportion of higher-fee QR code transactions [2]. - Technology service revenue in 2024 was 280 million, down 18.43%, but with a gross margin of 90.92%, up 19.03 percentage points, mainly due to a 67.71% increase in high-margin external card organization marketing services [2]. Market Dynamics - The third-party payment market is undergoing optimization, with regulatory measures leading to the exit of smaller players, which may create new opportunities for industry leaders like Lakala [4]. - In 2024, 10 payment licenses were revoked, bringing the total to 100, indicating a trend towards market consolidation [4]. Growth Opportunities - The cross-border payment sector presents significant growth potential, with the company actively expanding its services in emerging markets. In Q1 2025, the number of cross-border merchants and transaction volume increased by 76% and 85% year-on-year, respectively [5]. - The recent regulatory framework aims to enhance the convenience of cross-border financial services, which could benefit qualified third-party payment institutions [5]. Investment Outlook - The company maintains a "buy" rating, with projected net profits for 2025-2027 of 398 million, 399 million, and 415 million, reflecting growth rates of 13.3%, 0.3%, and 4.1% respectively, supported by its strong position in the third-party payment sector [6].