Hong Kong–listed Mininglamp Technology (MININGLAMP-W, 02718) announced a discloseable transaction on 29 July 2026 under which its indirect wholly owned subsidiary, Beijing Mininglamp Zhaohui Technology, will acquire 75.47 million shares of Shenzhen-listed Pansoft Co., Ltd., equal to 19.07 % of the target’s issued capital. The cash consideration totals RMB 858.89 million, implying RMB 11.38 per share, broadly in line with Pansoft’s 20-day average trading price of RMB 11.36 on the SZSE ChiNext board.
The purchase price will be settled in four instalments—10 %, 40 %, 30 % and 20 %—and financed 50 % from Mininglamp’s unutilised IPO proceeds and 50 % from internal resources. Closing is conditional on PRC regulatory clearances, termination of an existing concert-party agreement among the vendors, satisfactory due-diligence results and compliance with Hong Kong Listing Rules.
Upon completion, Mininglamp will become Pansoft’s controlling shareholder, with board representation rising to seven of nine seats and the chairmanship. The vendors, led by Guoqiang Lin and Hu Wang, will retain one non-independent director seat.
To support the transaction, Mininglamp’s board approved a change in the use of listing proceeds. Of the RMB 649.77 million of unspent proceeds as at 30 June 2026, RMB 450.00 million has been reallocated from R&D, product development and marketing budgets to “strategic investments and acquisitions.” Approximately RMB 429.45 million will fund half of the Pansoft purchase price; the remaining RMB 20.55 million will be reserved for future opportunities. The company expects to deploy all remaining IPO proceeds by 30 June 2027.
Performance safeguards are embedded in the share-transfer agreement. Pansoft’s 2026 net profit must be positive; any loss will be compensated in cash by Guoqiang Lin. For 2027-2028, the average net profit after extraordinary items must at least match 2025 levels, with cash make-whole provisions for any shortfall. Targets are also set for trade-receivable recovery (≥ 90 % by end-2028) and full disposal of 2025 year-end inventories by the same date, both backed by compensation clauses.
Pansoft reported 2025 revenue of RMB 824.95 million and profit after tax of RMB 66.73 million, compared with RMB 836.13 million and RMB 123.62 million respectively in 2024. As at 31 December 2025, it held total assets of RMB 1.89 billion and net assets of RMB 1.32 billion. Post-transaction, Pansoft will be treated as a strategic equity investment; its financials will not be consolidated into Mininglamp’s statements.
The acquisition meets the 5 %–25 % thresholds under Hong Kong Listing Rule 14.07, classifying it as a discloseable transaction that requires announcement but not shareholder approval. Mininglamp views the deal as a step toward integrating its AI-driven data-intelligence capabilities with Pansoft’s enterprise management software expertise, enhancing the group’s position in large-scale corporate digital transformation projects.
Investors are advised that the transaction remains subject to pending regulatory and procedural conditions and therefore may not complete as anticipated.
Comments