Core Viewpoint - The legal opinion letter discusses the share swap absorption merger between Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Turbine Power Group Co., Ltd., emphasizing compliance with relevant laws and regulations, and the necessity for further disclosures regarding the transaction [1][2][5]. Group 1: Transaction Overview - The merger involves Hailianxun issuing A-shares to all shareholders of Hangzhou Turbine in exchange for their shares, with the transaction requiring approval from the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission [1][5]. - The main business of Hailianxun includes system integration, software development, and consulting services, while Hangzhou Turbine focuses on the research, production, and sales of industrial turbines [1][3]. Group 2: Financial and Technical Aspects - Hangzhou Turbine's R&D investments have decreased over the reporting period, with amounts of 294 million, 277 million, and 178 million yuan, attributed to a reduction in project numbers and increased sales of prototypes [1][2]. - The merger will result in the surviving company inheriting all assets, liabilities, and rights from Hangzhou Turbine, creating a business structure primarily focused on industrial turbine machinery and supplemented by power information technology services [3][4]. Group 3: Regulatory Compliance - The transaction does not require prior approval from industry regulatory authorities and aligns with national industrial policies [5][6]. - Both companies are expected to meet the qualifications for commercial bank shareholders as per the relevant regulations, ensuring that the merger does not pose any legal obstacles [6][7]. Group 4: Share Swap Pricing - The share swap price for Hailianxun is set at 9.56 yuan per share, while Hangzhou Turbine's price is adjusted to 9.35 yuan per share after accounting for profit distribution and capital increase [11][15]. - The pricing mechanism for the share swap is based on the average stock prices over the 20 trading days prior to the announcement, ensuring it reflects market conditions and protects minority shareholders' interests [15][17]. Group 5: Rights of Dissenting Shareholders - Dissenting shareholders are provided with a buyback option at a price of 9.56 yuan per share, which will be adjusted to 9.35 yuan following profit distribution [11][15]. - The cash option for dissenting shareholders is set at 7.77 Hong Kong dollars per share, equivalent to 7.11 yuan, with adjustments made post-profit distribution [11][15].

Group 1 - The core business of the company includes software product development, sales, and services, with technical services accounting for 78.07% of revenue and software development and sales for 19.49% [3] - The company achieved a net profit attributable to shareholders of 0.38 million yuan in 2016, which grew to 3.02 billion yuan by 2024, representing a cumulative growth of 689.38% over nine years [3] - The company has not reported a loss in any year during this period, with net profit growth occurring in 8 out of 9 years, resulting in an 88.89% growth rate [3] Group 2 - Revenue increased from 1.136 billion yuan in 2020 to 2.142 billion yuan in 2024, indicating steady expansion over the past five years [3] - The net profit attributable to shareholders rose from 162 million yuan in 2020 to 302 million yuan in 2024, although there was a slight decline in profitability in 2024 [3] - Since its listing, the company's market value has increased by 9.37 times, reaching a peak of 17.002 billion yuan on March 6, 2025, with a stock price of 22.44 yuan [5] Group 3 - As of July 25, the company's stock price was 15.68 yuan, with a market value of 11.889 billion yuan, reflecting a decrease of 5.113 billion yuan from its peak, equating to a market value drop of 30.08% [5]

最新一期业绩显示，2024年三季报，公司实现营业收入12.44亿元，同比12.93%；净利润3488.83万元， 同比93.01%，销售毛利率63.79%。 序号股票简称PE(TTM)PE(静)市净率总市值(元)91博思软件33.4035.125.13114.73亿行业平均 138.74121.257.90111.94亿行业中值78.2077.913.7152.05亿1国新健康-4729.16-129.997.46103.72亿2创业慧 康-4522.20238.991.8987.68亿3汇金科技-2094.621519.7912.6879.50亿4拓维信息-1969.84733.0312.71329.59 亿5观想科技-1922.93-1794.864.6937.42亿6安硕信息-1076.96-163.4620.2875.24亿7光庭信息-501.27- 255.671.9739.54亿8数字人-408.21-408.217.1316.98亿9数字政通-359.1973.442.4998.70亿10中国软 件-283.08-180.1519.31419.29亿11和达科技-222.20-222.201.7 ...