CHINASOFT INT'L (00354): Proposed acquisition of 29.68% equity interest in Hangzhou Gisway Information Technology (301390.SZ)

CHINASOFT INT'L (00354) announced that on September 16, 2026, Chinasoft Xi'an (an indirectly wholly-owned subsidiary of the Company), as the purchaser, entered into a Share Transfer Agreement with Mr. Ye Xiaohua (the actual controller of the target company) and the sellers (Yisheng Investment, Dianli Investment, Dingsheng Investment, Hangzhou Sunrise Technology, Mr. Wu, and Juhua Lianxin). Pursuant to the Share Transfer Agreement, the purchaser has conditionally agreed to acquire, and the sellers have conditionally agreed to sell Sale Share 1, Sale Share 2, Sale Share 3, Sale Share 4, Sale Share 5, and Sale Share 6, totaling 17.806 million A shares of the target company (Hangzhou Gisway Information Technology Co., Ltd.), representing approximately 29.68% of the total issued share capital of the target company as at the date of this announcement. The price of the target shares under the acquisition is RMB 53 per share, and the consideration for the acquisition is approximately RMB 943.73 million. The consideration will be paid in cash using the purchaser's own funds and self-raised funds. The target company is a comprehensive energy service operator listed on the ChiNext Board of the Shenzhen Stock Exchange (stock code: 301390), primarily engaged in integrated power services. In accordance with the rules of the Shenzhen Stock Exchange, Chinasoft Xi'an undertakes that within 36 months after the completion of the acquisition, there is no plan or arrangement to achieve a restructuring and listing through the target company or to inject assets of related parties into the target company by way of a major asset restructuring. Upon completion of the acquisition, the purchaser will hold the target shares, representing approximately 29.68% of the total issued share capital of the target company as at the date of this announcement, and will become the controlling shareholder of the target company. By obtaining control over the board of directors of the target company, the target company will become a non-wholly-owned subsidiary of the Company, and the financial results of the target group will be consolidated into the audited financial statements of the Company. The Board considers that the acquisition has the following significant strategic implications for the Group: (a) Strengthening the Group's layout in the power and energy sector: The power and energy segment is the core expansion market under the Group's "one body, two wings" strategy. The target company has deep roots in the power and energy field, possessing core technologies, mature products, industry qualifications, a professional team, and high-quality customer resources. This acquisition will enhance the Group's business development capabilities in the power and energy industry, help the Group enter high-growth sectors such as optical storage and charging; and at the same time help the Group accelerate the research and development and commercialization of integrated software and hardware products for the power industry; (b) Unlocking multi-dimensional business synergy value: This acquisition aligns with the long-term development strategies of both parties and can create significant synergies. Upon completion of the acquisition, both parties will achieve market channel sharing, supply chain complementarity, and cross-marketing to customers, continuously exploring incremental business opportunities; (c) Deepening the cultivation of the information technology innovation industry market: Leveraging the A-share listing platform, the Group can deeply participate in the construction of the information technology innovation industry, explore all ShenZhen New Industries Biomedical Engineering application scenarios, and create a new performance growth engine; (d) Creating the synergistic advantages of an H+A dual capital platform: Upon completion of the acquisition, 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) Consolidating the Group's operating fundamentals through consolidated financial statements: Upon completion of the acquisition, the target company will be included in the scope of the Group's consolidated financial statements, and 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 demonstrates the Group's proactive strategic layout, helps to further improve the business structure, enhance comprehensive strength and market influence in high-growth vertical sectors, consolidate long-term competitive advantages, and create sustainable value for shareholders.