Core Viewpoint - Lingzhi Software is acquiring 100% equity of Kaimiride through a combination of share issuance and cash payment, aiming to enhance its financial IT service ecosystem and capitalize on opportunities in the financial innovation sector [1][2]. Group 1: Transaction Details - The share issuance price is set at 15.31 yuan per share, which is not less than 80% of the average trading price over the last 60 trading days [1]. - The total amount of raised funds 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 [1]. Group 2: Strategic Implications - Post-transaction, Kaimiride will become a wholly-owned subsidiary of Lingzhi Software, leading to an expected increase in revenue and net profit attributable to shareholders [2]. - This acquisition will reduce Lingzhi Software's reliance on the Japanese market and enhance its ability to respond to domestic financial institutions' needs for core system localization and data security [2]. Group 3: Synergistic Effects - The collaboration will create significant synergies in customer bases, as Lingzhi Software serves securities companies while Kaimiride has deep ties with over 100 financial institutions, including major state-owned banks [2]. - The merger will allow Lingzhi Software to enter the core banking transaction system market and diversify its client types, while also enabling Kaimiride to expand its overseas market and domestic securities business opportunities [2]. Group 4: Product and Technology Collaboration - Lingzhi Software has extensive experience in securities trading and wealth management systems, while Kaimiride offers comprehensive solutions in fund trading and risk management [3]. - The integration will enhance the financial IT solution offerings and improve R&D efficiency through shared resources and collaborative technology development [3]. - Kaimiride's leading market share in banking transaction systems and its VIVA platform's advantages will help Lingzhi Software quickly address gaps in the banking core transaction system sector [3].

Core Viewpoint - Lingzhi Software has announced a major asset restructuring plan to acquire 100% equity of Kaimiride (Suzhou) Information Technology Co., Ltd, which is expected to enhance its market position and reduce reliance on the Japanese market [1][2]. Group 1: Acquisition Details - The acquisition will be executed through issuing shares at a price of 15.31 yuan per share and cash payments to Kaimiride's 20 shareholders, with the final transaction price to be determined after auditing [1]. - The transaction is expected to constitute a significant asset restructuring, and Lingzhi Software's stock will resume trading on November 11 [1]. - Kaimiride's actual controllers, Rao Xi and Dong Kunlin, will become significant shareholders post-transaction, controlling 61.94% of the company [1]. Group 2: Financial Performance - Lingzhi Software's revenue has been relatively stable since its listing in 2020, but its net profit has been declining from 2021 to 2023, with a 21.87% year-on-year decrease in the first three quarters of this year [3]. - Kaimiride has shown a more pronounced decline in performance, with revenues of 2.92 billion yuan, 2.29 billion yuan, and 1.17 billion yuan for the years 2023, 2024, and the first three quarters of 2025, respectively [3]. - Kaimiride's net profit has also decreased significantly, with figures of 29.49 million yuan, 26.39 million yuan, and a loss of 2.64 million yuan in the same periods [3]. Group 3: Strategic Implications - The acquisition is seen as a critical step in Lingzhi Software's "domestic + international" dual-drive strategy, aiming to reduce dependence on the Japanese market and enhance its competitive edge [2]. - Kaimiride's core product, the VIVA platform, is a leading solution in the domestic capital market IT sector, which is expected to complement Lingzhi Software's offerings [2]. - The integration faces challenges from intensified industry competition, with potential price pressures that could affect profitability and service quality [3].