Core Viewpoint - Beijing Zhongchang Shiji Information Technology Co., Ltd. (referred to as "Shiji Information") plans to acquire a 13.50% minority stake in its subsidiary Shenzhen Sihon Software Co., Ltd. through a share issuance, despite Sihon Software experiencing declining revenues but increasing gross margins in recent years [1][5]. Group 1: Financial Performance - Sihon Software's technical service revenue has declined over the reporting periods (2023: 268 million yuan, 2024: 253 million yuan, 2025: 86 million yuan), while software product revenue has also decreased (2023: 90.57 million yuan, 2024: 72.36 million yuan, 2025: 16.50 million yuan) [2]. - Despite the revenue decline, the gross margin for payment technology services has increased significantly, reaching 60.07% in 2025, compared to 42.72% in the previous IPO application period [2]. Group 2: Customer Structure - The top five customers of Sihon Software contributed over 80% of its revenue during the reporting periods, with the first customer, Suixing Pay, contributing 44.88% of the revenue in early 2025 [3]. - The gross margin for Sihon Software's payment technology services is significantly higher than that of competitors like Lakala, indicating a sustainable business model [3]. Group 3: Cost Management - Sihon Software has seen a continuous decline in operating expenses, with sales expenses dropping from 35.96 million yuan to 7.67 million yuan, and R&D expenses decreasing from 53.24 million yuan to 13.30 million yuan [4]. - The company has successfully transitioned towards SaaS, with SaaS software revenue increasing from 15.06% in 2020 to 43.66% in early 2025, providing a new growth driver [4]. Group 4: Acquisition and Synergy - The acquisition will enhance Shiji Information's control over Sihon Software, which has served over 700,000 retail stores and demonstrated stable profitability [5]. - The transaction is subject to regulatory approval, and its completion is expected to positively impact the financial structure and business layout of the listed company [6].

Core Viewpoint - The company, Beijing Zhongchang Shiji Information Technology Co., Ltd., plans to acquire 13.50% equity in Shenzhen Sihon Software Co., Ltd. through a share issuance, enhancing its control over the subsidiary and strengthening its position in the retail digital solutions market [10][12][13]. Group 1: Transaction Overview - The transaction involves issuing shares to Shanghai Yunxin Venture Capital Co., Ltd., Zhang Yuhong, and Zhang Wei for acquiring 14,312,500 shares of Sihon Software, valued at approximately 216.08 million yuan [10][11]. - The transaction is expected to increase the company's total share capital from 2,729,193,841 shares to 2,762,283,611 shares post-transaction [13][14]. Group 2: Financial Impact - The acquisition is projected to enhance the company's net profit and equity, with an increase in earnings per share and return on equity, without diluting the current earnings per share [15][20]. - The company's total assets are expected to rise from 934,508.72 million yuan to 944,704.08 million yuan post-transaction, while total liabilities will decrease from 156,618.28 million yuan to 148,875.29 million yuan [15][16]. Group 3: Regulatory Compliance - The company has committed to adhering to all relevant laws and regulations, ensuring timely and accurate disclosure of information related to the transaction [3][18]. - The transaction requires approval from regulatory authorities and will not proceed until all necessary approvals are obtained [16][19]. Group 4: Shareholder Commitments - Major shareholders, including the controlling shareholder Li Zhongchu, have committed not to reduce their holdings during the transaction process, ensuring stability in the company's share structure [17][22]. - The company has established measures to protect investor rights, including separate voting arrangements for minority shareholders [19][21].

Core Viewpoint - Shiji Information plans to acquire 13.50% of Shenzhen Sihon Software Co., Ltd. through a share issuance, which may indicate a continuation of high premium pricing based on historical acquisition patterns [1][2] Group 1: Company Overview - Shenzhen Sihon Software, established in April 2004, specializes in digital solutions for the retail industry, offering products such as smart retail, SaaS, digital operations, and Sihon Pay [1] - In 2023, Sihon Software attempted an IPO on the Beijing Stock Exchange but later terminated it [1] Group 2: Financial Performance - For the first three quarters of 2024, Sihon Software reported a 10.79% year-on-year decline in revenue and a 12.38% decrease in net profit attributable to shareholders [1] - As of September 2024, Shiji Information's goodwill reached 1.194 billion yuan, accounting for 12.5% of total assets, primarily from multiple acquisitions [1] Group 3: Acquisition Context - Historical acquisitions by Shiji Information, such as those of Zhongdian Devices, showed significant premiums due to shareholder differences, suggesting a potential for high premium pricing in the current acquisition [1] - The acquisition of Sihon Software may have limited synergy with Shiji Information's main hotel information business, as evidenced by past integration challenges faced by Alibaba Group with Shiji's retail business [2] Group 4: Financial Risks - In 2019, Shiji Information did not recognize impairment for goodwill related to loss-making subsidiaries, raising concerns about aggressive accounting practices [2] - As of Q3 2024, Shiji Information's cash reserves decreased by 276 million yuan, and while the acquisition will not directly consume cash, it may dilute earnings per share [2]