Core Viewpoint - The company, Chuangye Heima, is planning a significant asset restructuring by acquiring 100% equity of Beijing Bansintong Technology Co., Ltd. for 280 million yuan, with a premium rate of 481% and an expected goodwill of 241.4 million yuan [1][2][3] Group 1: Acquisition Details - The acquisition involves issuing shares and cash payment, with a total transaction value of 280 million yuan and a cash component of 133 million yuan [2] - The company aims to raise up to 147 million yuan through a private placement to fund the acquisition and related costs [2] - The target company, Bansintong, specializes in blockchain-based software copyright certification services, which is expected to synergize with Chuangye Heima's existing services [2][4] Group 2: Financial Performance and Concerns - Chuangye Heima has faced declining revenues over the past few years, with revenues of 347.1 million yuan, 271 million yuan, and 221.9 million yuan from 2022 to 2024, reflecting a downward trend [5] - The company reported a significant net loss in 2024, with a net profit decline of 1192.13% compared to the previous year [5][6] - The performance of the traditional business has been weakening, while new ventures, particularly in artificial intelligence, have not yet scaled effectively [5][6] Group 3: Performance Commitments and Risks - The acquisition includes performance commitments that require the target company to achieve net profits of at least 28 million yuan, 30 million yuan, and 32 million yuan from 2025 to 2027, which are lower than the 2024 profit [3][4] - There are concerns regarding the feasibility of these performance targets, as they do not match the optimistic portrayal of the target company's future profitability [4] - The company has experienced significant challenges in its traditional business segments, leading to a strategic retreat from certain operations, which has further impacted overall performance [6][7]

Core Viewpoint - The company is undergoing a restructuring process involving the acquisition of 100% equity in Beijing Banshinet Technology Co., Ltd. and is addressing inquiries from the Shenzhen Stock Exchange regarding the sustainability of the target asset's operations and the legality of its electronic copyright certification services [1][2][3]. Group 1: Target Asset's Business Model - The target asset focuses on providing electronic copyright certification services to mobile application developers, with revenue from this service accounting for 88.36% and 95.37% of total revenue in the respective reporting periods, and maintaining gross margins of 96.56% and 98.17% [2][3]. - The electronic copyright certification service is designed to meet the copyright protection needs of software developers, providing a certificate that serves as proof of copyright for applications on distribution platforms [2][3][10]. - The company has established a blockchain-based system for electronic copyright certification, which enhances the efficiency of the certification process and meets the market demand for rapid verification [10][11]. Group 2: Regulatory Compliance and Market Position - The company has obtained necessary licenses and regulatory approvals from relevant authorities, including the Ministry of Industry and Information Technology and the National Internet Information Office, ensuring compliance with legal requirements for its operations [16][22][27]. - The electronic copyright certification service aligns with national policies aimed at promoting high-quality development in the copyright industry and leveraging blockchain technology for copyright protection [14][15][22]. - The service has been recognized and accepted by major mobile application distribution platforms, establishing a solid market position and demonstrating its compliance with industry standards [15][33]. Group 3: Financial Implications and Future Outlook - The acquisition will result in a significant increase in goodwill, representing 41.04% of the net assets attributable to the parent company as of the end of 2024 [2][3]. - The company is expected to enhance its operational sustainability through this acquisition, addressing potential risks associated with market competition and regulatory changes [4][11].

Core Viewpoint - The company is responding to the Shenzhen Stock Exchange's inquiry regarding its acquisition of 100% equity in Beijing Banshinet Technology Co., Ltd. and the associated fundraising, emphasizing the sustainability and growth potential of its electronic copyright certification services in the mobile application industry. Group 1: Business Overview - The company plans to acquire 100% equity in Beijing Banshinet Technology Co., Ltd., which focuses on electronic copyright certification services for mobile application developers [1] - The electronic copyright certification service has seen significant revenue growth, with its contribution to total revenue rising from 88.36% in 2022 to 95.37% in 2023, maintaining a gross margin above 95% [1][2] - The company has established a strong relationship with major mobile application distribution platforms, which have begun to accept its electronic copyright certification as valid documentation for app listings [12][25] Group 2: Regulatory Compliance - The company has obtained all necessary licenses and permits to operate its electronic copyright certification services, including ICP filing and blockchain service registration [16][20] - The electronic copyright certification service complies with national copyright laws, which uphold the principle of automatic copyright protection without requiring prior registration [10][11] - The service aligns with national policies promoting the use of blockchain technology in copyright protection, enhancing the efficiency and reliability of copyright verification processes [12][24] Group 3: Market Demand and Innovation - The electronic copyright certification service addresses the growing demand for efficient copyright verification in the rapidly expanding mobile application market, particularly as the number of applications increases [5][6] - The company leverages blockchain technology to provide a secure and efficient method for copyright certification, which has been recognized and accepted by major application distribution platforms [8][24] - The service has been developed in response to industry pain points, such as the lengthy certification process and the need for quick verification by application developers [6][9]

Group 1 - The company plans to acquire 100% equity of Beijing Bansintong Technology Co., Ltd. through issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors as per the regulations of the China Securities Regulatory Commission [11][19]. - The transaction price for the acquisition is set at 280 million yuan, with the company aiming to enhance its revenue and profit by integrating Bansintong's software copyright electronic certification services into its existing business model [11][19]. - The acquisition is expected to create synergies between the company and Bansintong, enhancing service capabilities and expanding market competitiveness [17][19]. Group 2 - The company has engaged Zhongrui Shiwang Asset Appraisal Group Co., Ltd. to evaluate the target assets, using both asset-based and income approaches, ultimately selecting the income approach for the final valuation [19]. - The transaction is projected to increase the company's total assets from approximately 636.30 million yuan to 950.85 million yuan, representing a 49.43% increase, and improve net profit from a loss of approximately 114.40 million yuan to a loss of about 87.16 million yuan, reflecting a 23.81% improvement [19]. - The company’s major financial indicators are expected to improve post-transaction, enhancing its risk resistance and operational capabilities [19][20]. Group 3 - The controlling shareholder and actual controller of the company, Niu Wenwen, along with Tianjin Jiale, have expressed their principle agreement to the transaction, ensuring no plans for share reduction during the transaction process [21]. - The company has committed to strict compliance with information disclosure obligations throughout the transaction process, ensuring transparency for all stakeholders [21].