China Software International (00354): Proposed acquisition of 29.68% of Jingwei Shares (301390.SZ)

Zhitong Finance App News, China Software International (00354) announced that on September 16, 2026, China Soft Xi'an (an indirect wholly-owned subsidiary of the company) signed a “Share Transfer Agreement” with Mr. Ye Xiaohua (the actual controller of the target company) and the seller (Yisheng Investment, Dianli Investment, Dingsheng Investment, Juhua Technology, Mr. Wu and Juhua Lianxin) as the buyer. According to the share transfer agreement, the buyer conditionally agreed to the acquisition, and the seller conditionally agreed to sell 1 sales share, 2 sales shares, 3 sales shares, 4 sales shares, 5 sales shares, and 6 sales shares, totaling 17.806 million A-shares of the target company (Hangzhou Jingwei Information Technology Co., Ltd.), accounting for about 29.68% of the total issued share capital of the target company as of the date of this announcement. The target share price for the acquisition is RMB 53 per share, and the cost of the acquisition is approximately RMB 943.73 billion. The price will be paid in cash using the buyer's own funds and self-raised funds.

The target company is a comprehensive energy service operator listed on the Shenzhen Stock Exchange GEM (stock code: 301390), mainly engaged in integrated power services. According to the rules of the Shenzhen Stock Exchange, Chinasoft Xi'an promises that there are no plans or arrangements to inject related party assets into the target company through the restructuring and listing of the target company or through material asset restructuring within 36 months after the completion of the acquisition.

After the acquisition is completed, the buyer will hold the target shares, accounting for about 29.68% of the total issued share capital of the target company as of the date of this announcement, and become the controlling shareholder of the target company. By gaining control of the target company's board of directors, the target company will become a non-wholly-owned subsidiary of the company, and the target group's financial results will be incorporated into the company's audited financial statements.

The board of directors believes that the acquisition has the following major strategic significance for the Group: (a) Strengthening the Group's power and energy circuit layout: the power energy sector is the core market expansion of the Group's “one, two wings” strategy. The target company is deeply involved in the field of power and energy, and has core technology, mature products, industry qualifications, professional teams and high-quality customer resources. The acquisition will enhance the Group's business development capabilities in the power energy industry, help the group enter a booming circuit such as optical storage and charging; at the same time, help the group accelerate the development and commercialization of integrated software and hardware products in the power industry; 

 (b) Unleash the value of multi-dimensional business synergy: This acquisition fits the long-term development strategies of both parties to the transaction and can form significant synergy effects. After the acquisition is completed, the two sides will achieve market channel sharing, complementary supply chain advantages, customer cross-marketing, and continue to explore incremental business opportunities; 

 (c) Deepen the deep cultivation of the Xinchuang industry market: Relying on the A-share listing platform, the Group can deeply participate in the construction of the Xinchuang industry, explore new industrial application scenarios, and create a new engine for performance growth;

(d) Build a collaborative advantage of the H+A dual capital platform: After the acquisition is completed, the target company will become the Group's first subsidiary listed on the A-share securities market, which is expected to further enhance the Group's brand premium and capital market influence;

(e) Consolidated statements enhance the Group's operating fundamentals: After the acquisition is completed, the target company will be included in the scope of the Group's consolidated statements, which is expected to make a positive contribution to the Group's overall financial performance;

(f) Enhancing the Group's long-term strategic competitiveness: The acquisition highlights the Group's aggressive strategic layout, helps to further improve the business structure, enhance its comprehensive strength and market influence in high-growth vertical fields, consolidate long-term competitive advantage, and create sustainable value for shareholders.