Mininglamp-W (02718.HK): Proposes RMB859 Million Acquisition of 19.07% Stake in Pulin Software; Redirects RMB450 Million IPO Proceeds for Strategic M&A

NewTimeSpace News: Mininglamp Technology (stock code: 2718) announced that on 29 July 2026, its indirect wholly-owned subsidiary Beijing Mininglamp Zhaohui Technology Co., Ltd. (the Buyer) entered into a share transfer agreement with sixteen natural persons including Lin Guoqiang and Wang Hu (the Sellers) to conditionally acquire an aggregate of 75,473,893 shares of Pulin Software Co., Ltd. (listed on Shenzhen Stock Exchange ChiNext Board, stock code: 300996), representing approximately 19.07% of Pulin Software's issued share capital, at a total cash consideration of RMB 858,892,902.34 (equivalent to RMB 11.38 per share).

According to the announcement, the transfer price was determined through arm's length negotiation with reference to Pulin Software's market trading prices and applicable SZSE regulations. The consideration will be funded 50% by unused IPO proceeds following the change in use of proceeds and 50% by the group's internal and self-raised funds. The consideration will be paid in four instalments: 10% within seven business days after opening an escrow account; 40% within ten business days after obtaining NDRC foreign investment security review approval and SZSE compliance confirmation; 30% within ten business days after share delivery; and 20% within ten business days after completion of Pulin Software's board reorganization.

Upon completion, the Buyer will become the controlling shareholder of Pulin Software, and Mr. Wu Minghui will become the actual controller. The Sellers are obligated to cooperate in reorganizing the board, which will comprise nine directors including five non-independent directors, three independent directors, and one employee representative director. The Buyer is entitled to nominate four non-independent and three independent director candidates, and the chairman will be a director nominated by the Buyer.

The Sellers, who collectively held 148,755,491 shares (approximately 37.58%) prior to the agreement, have made performance commitments regarding 2026–2028 earnings, accounts receivable recovery (not less than 90% by 31 December 2028), and inventory disposal (zero book value by 31 December 2028). Lin Guoqiang and Wang Hu are the current actual controllers of Pulin Software.

Pulin Software principally provides management informatization solutions and IT integrated services to large group enterprises. For the year ended 31 December 2025, it reported revenue of RMB 824,945 thousand and profit after tax of RMB 66,730 thousand; for 2024, revenue was RMB 836,130 thousand and profit after tax was RMB 123,624 thousand. As of 31 December 2025, audited total assets were approximately RMB 1,887,684.6 thousand and net assets attributable to shareholders were approximately RMB 1,317,678.8 thousand.

The board also resolved to reallocate RMB 450.0 million of unused global offering proceeds from R&D, product development, marketing, and sales team expansion to strategic investments and mergers and acquisitions for industrial chain integrity. Approximately RMB 429.45 million of the reallocated amount is intended to fund 50% of this acquisition consideration, with the remaining approximately RMB 20.55 million reserved for future potential acquisition opportunities.

The board believes that Pulin Software's group-level enterprise management scenarios and delivery capabilities are highly complementary to the group's technical capabilities based on the OCTO intelligent collaboration platform, edge-side models, and AI deployment services. As the applicable percentage ratios are 5% or above but below 25%, the acquisition constitutes a discloseable transaction not requiring shareholder approval.

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