Core Viewpoint - Shenzhen Shenlei Technology Co., Ltd. aims to acquire controlling stake in the listed company Online and Offline one year after withdrawing its IPO application, indicating a strategic shift towards "reverse listing" through asset integration [1][5][6] Group 1: Acquisition Details - Shenlei Technology plans to purchase 10.7062 million shares of Online and Offline, representing 13.32% of the total share capital, for a total consideration of 466 million yuan, or 43.55 yuan per share [3][4] - Following the transaction, Shenlei Technology will become the controlling shareholder, with Xia Jun and Li Wei as the actual controllers of Online and Offline [1][4] - The sellers will relinquish voting rights for 32.1186 million shares, accounting for 39.96% of the total share capital [4] Group 2: Financial Performance - Online and Offline's net profit for 2024, excluding non-recurring gains and losses, is projected at 4.2342 million yuan, marking a decline of approximately 95% over four consecutive years [2][7] - The company reported revenues of 11.02 billion yuan in 2020, but revenues have since fluctuated, with 2024 expected to show a revenue of 11.36 billion yuan, down 23.37% from the previous year [7][8] - The performance of the mobile information service segment has been particularly affected, with a revenue drop of 29.36% in 2024 [8] Group 3: Future Commitments - The parties involved have agreed that the existing business of Online and Offline will gradually transition to a wholly-owned subsidiary, with revenue commitments of at least 1 billion yuan and net profit of at least 20 million yuan for 2025 and 2026 [1][8] - The original controlling shareholders will assist in recovering 90% of the unrecognized book value of current assets by June 30, 2027 [8]