Core Viewpoint - Lingzhi Software (688588.SH) resumed trading with a 12.55% increase in stock price to 20.00 yuan following the announcement of a plan to acquire 100% equity of Kaimiride (Suzhou) Information Technology Co., Ltd. through a combination of issuing shares and cash payment [1] Group 1: Transaction Details - The transaction involves issuing shares at a price of 15.31 yuan per share and cash payment sourced from fundraising, self-funds, or bank loans [2] - The total amount of funds raised will not exceed 100% of the transaction price for the asset acquisition, with the number of shares issued not exceeding 30% of the total share capital post-transaction [2] - The transaction is expected to constitute a related party transaction, with some parties potentially holding over 5% of the company's shares post-transaction [2] Group 2: Company Overview - Lingzhi Software is a financial software company focused on software development for the financial sector, including securities, insurance, banking, trust, and asset management [3] - The target company, Kaimiride, is a leading financial IT supplier in China, providing integrated solutions for capital markets and financial institutions [3] Group 3: Financial Performance - Lingzhi Software reported a revenue of 763 million yuan for the first three quarters, a year-on-year decrease of 5.57%, with a net profit of 96.74 million yuan, down 21.87% [5] - The target company is projected to experience a revenue decline of 21.72% and a net profit decline of 10.54% in 2024, with a net loss reported for the first three quarters of 2025 [6]

Group 1: Lingzhi Software - Lingzhi Software announced a major asset restructuring plan to acquire 100% equity of Kaimeiride through issuing shares and cash payments, along with raising supporting funds [1][4] - The transaction is expected to enhance Lingzhi Software's revenue and net profit, while reducing reliance on the Japanese market and improving responsiveness to domestic financial institutions' needs [3][4] - The company reported revenues of 6.96 billion, 11.14 billion, and 7.63 billion for the years 2023, 2024, and the first three quarters of 2025, respectively, with net profits of 865.27 million, 1.24 billion, and 967.46 million [2][3] Group 2: Victory Co., Ltd. - Victory Co., Ltd. plans to acquire gas-related assets controlled by its major shareholder and related parties through issuing shares and cash payments, which will include 100% equity of Zhongyou Zhuhai and Tianda Shengtong, among others [1][5][7] - The company reported revenues of 46.77 billion, 42.26 billion, and 30.42 billion for the years 2023, 2024, and the first three quarters of 2025, respectively, with net profits of 1.53 billion, 1.17 billion, and 1.2 billion [5][6] - The transaction is expected to enhance the company's core competitiveness and market position in the gas industry, while not changing the control structure of the company [6][7]

Core Viewpoint - Lingzhi Software is planning a significant acquisition of 100% equity in Kaimiride (Suzhou) Information Technology Co., Ltd. to reduce its reliance on the Japanese market and enhance its domestic revenue [1][2]. Group 1: Acquisition Details - The acquisition will be executed through a combination of issuing shares and cash payments to 20 transaction parties [1][3]. - The share issuance price is set at 15.31 yuan per share, approximately 14% lower than the pre-suspension price of 17.77 yuan [4]. - The transaction is expected to constitute a related party transaction, with some transaction parties potentially holding over 5% of Lingzhi Software's shares post-acquisition [3][4]. Group 2: Financial Performance - Lingzhi Software reported a revenue decline of 5.57% year-on-year for the first three quarters, totaling 763 million yuan, with a net profit decrease of 21.87% to approximately 96.74 million yuan [4][5]. - The company experienced a significant loss in the third quarter, with revenue dropping over 10% to 247 million yuan and a net loss exceeding 15 million yuan [4][5]. - The decline in profits is attributed to increased R&D expenses and fluctuations in the Japanese yen exchange rate, which led to increased foreign exchange losses [4][5]. Group 3: Kaimiride's Market Position - Kaimiride is recognized as a leading IT solutions provider in the financial sector, holding the top market share in the banking capital market IT solutions segment, with a projected market share of 14.20% for 2024 [7][9]. - The company has served over 100 domestic and international financial institutions, including major state-owned banks and securities firms [9]. - Despite its strong market position, Kaimiride has faced financial challenges, reporting a revenue of 11.7 million yuan and a net loss of 2.64 million yuan in the first three quarters of the year [9].

【 导读 】凌志软件拟购买凯美瑞德100%股权， 自11月11日开市起复牌 中国基金报记者 闻言 11月10日 晚间 ，凌志软件 发布的交易预案显示， 公司 拟 通过发行股份及支付现金的方式，购买凯美瑞德（苏州）信息科技股份有限公 司 （ 以下简称凯美瑞德 ） 100% 的 股权，并募集配套资金，预计构成重大资产重组。 凌志软件拟通过本次交易，提升在金融信创领域的核心竞争力及产品化水平，但凯美瑞德在近年来的业绩呈现下滑趋势，所处行业面临价 格压力与盈利空间收窄的挑战。 凌 志 软 件 自 1 0 月 2 8 日 开 市 起 停 牌，计 划 自 1 1 月 1 1 日 开 市 起 复 牌 。 截 至 1 0 月 2 7 日 收 盘，凌 志 软 件 股 价 报 1 7.7 7 元 / 股，涨 幅 达 3. 0 7 %，总 市 值 为 7 1.0 8 亿 元 。 预计构成关联交易 拟借交易提升竞争力 交易预案显示，本次交易中发行股份购买资产的价格为15.31元/股，不低于定价基准日前60个交易日凌志软件股票交易均价的80%。 凌志软件公告称，经初步测算，交易完成后部分交易对方及其一致行动人所持公司股份比例超过5%。 ...