On September 16, a transaction in which a Hong Kong-listed company acquired control of an A-share company was announced.
China Soft International Limited (00354.HK), through a Xi'an company established just 15 days earlier — China Soft International (Xi'an) Intelligent Technology Co., Ltd. ("China Soft Xi'an") — plans to acquire 29.68% of Hangzhou Jingwei Information Technology Co., Ltd. (301390.SZ) ("Jingwei Co.") at 53 yuan per share, for a total consideration of 943.73 million yuan. Upon completion, China Soft Xi'an will become the controlling shareholder of Jingwei Co.
What makes this deal worth studying is not the 944 million yuan itself, but three details worth noting. A company established in Xi'an High-tech Zone only on September 1, which had "not yet carried out actual business operations," launched a nearly 1 billion yuan acquisition just half a month later; China Soft International did not choose to acquire directly, but placed the transaction into this new entity, China Soft Xi'an; and Jingwei Co. itself is a company deeply engaged in power consulting and design, new energy, integrated energy, and digital-intelligent applications. This makes the transaction more than a simple transfer of control of a listed company. It looks more like China Soft International extending its AI, software, and computing power capabilities further into "the real industrial scenario of power and energy." And Xi'an happens to sit at the intersection of this strategic layout.
944 Million Yuan Acquisition of a Listed Company
First, look at the transaction itself. On September 16, China Soft Xi'an signed a Share Transfer Agreement with Jingwei Co.'s actual controller Ye Xiaohua, Yisheng Investment, Dianli Investment, Dingsheng Investment, Juhua Technology, Wu Rende, and Juhua Lianxin, to acquire a total of 17.80624 million shares of Jingwei Co., representing 29.68% of total share capital, at a price of 53 yuan per share, for a total of 943,730,720 yuan. Among the sellers, Yisheng Investment transferred 9.91%, Dianli Investment transferred 8.45%, Dingsheng Investment transferred 7.37%, Juhua Technology transferred 2.12%, Juhua Lianxin transferred 1.17%, and Wu Rende transferred 0.67%. After the transaction, China Soft Xi'an will hold 29.68%, and Jingwei Co. will change from having "no controlling shareholder" to being controlled by China Soft Xi'an. At the same time, the agreement stipulates that within one month after the transfer is completed, the board of directors of Jingwei Co. will be restructured into seven members, including four non-independent directors and three independent directors. China Soft Xi'an may nominate three non-independent directors and three independent directors, while Ye Xiaohua's side retains the right to nominate one non-independent director; the chairman will be a director nominated by China Soft Xi'an. When the transaction is ultimately completed, what China Soft International actually obtains is operational control, not merely equity income rights.
So how good is the acquired target? Judging from operating data, Jingwei Co. is not currently at a performance peak. In 2024, the company achieved operating revenue of 673 million yuan and net profit attributable to parent of 35.5377 million yuan; in 2025, operating revenue fell to 527 million yuan, down 21.61%, and net profit attributable to parent further dropped to 5.2703 million yuan, down 85.17%. In the first half of 2026, the company's operating revenue was only 135 million yuan, down 37.30% year on year, and net profit attributable to parent recorded a loss of 23.1229 million yuan. The same is true at the business level. In 2025, Jingwei Co.'s power engineering construction revenue was 197 million yuan, down 46.58%; power consulting and design revenue was 166 million yuan; power equipment sales revenue was 123 million yuan; and digital-intelligent application platform development service revenue was 36.49 million yuan, up 68.40%. In the first half of 2026, revenue from power consulting and design, power engineering construction, and power equipment sales continued to decline by 48.68%, 26.46%, and 49.96%, respectively. The company explained that delays in the start of downstream new energy projects and slower growth in traditional distribution network renovation in Zhejiang affected its main business. Therefore, if judged purely by financial indicators, this is not a typical "buy a high-growth company" transaction. Even based on a simple calculation using 2025 performance, the static price-earnings ratio corresponding to 53 yuan has already reached hundreds of times, while in the first half of 2026 the company turned to a loss. In addition, it is worth noting that China Soft Xi'an promised "not to transfer the shares within 60 months after acquisition, and not to pledge the target shares within 36 months," and that "it will not inject related-party assets through restructuring within 36 months." In other words, according to the currently public agreement, this transaction is at least not a short-term path of "first take the shell, then inject assets." Therefore, what China Soft International truly values in this 944 million yuan transaction is more likely Jingwei Co.'s industrial position.
Why Is the Entity in Xi'an?
This is the first layer most worth asking about in this transaction. After all, China Soft International could have directly set up an acquisition entity in Beijing, Shenzhen, or Hangzhou. But it chose "China Soft International (Xi'an) Intelligent Technology Co., Ltd." Moreover, the registered address is not a vague off-site address, but F1, 3F, No. 3639 Yunshui 1st Road, Xi'an High-tech Zone. Business registration information shows that the company was established on September 1, 2026, with registered capital of 600 million yuan, and its business scope covers software development, artificial intelligence application software development, cloud computing equipment services, network equipment manufacturing, data processing, and other fields. At the time of establishment, its main business status was still "has not yet carried out actual business operations." Judging only from business registration information, it is an SPV "established specifically for the acquisition." But the question is why this SPV had to be set up in Xi'an. A reporter from National Business Daily found that, in fact, the relationship between China Soft International and Xi'an has existed for more than ten years. As early as 2010, China Soft International built an R&D base in Xi'an High-tech Zone. In 2018, its Jiefanghao brand cooperated with Xi'an High-tech Zone to build a "Cloud Software Park," connecting online IT service platforms, software companies, and park resources. Today, China Soft International is already one of the core enterprises in Xi'an's software and information service industry. Public information from Xi'an in 2025 shows that the city's above-scale software and information service industry operating revenue reached 72.092 billion yuan, and China Soft International has become a ten-billion-yuan-level software enterprise in Xi'an; from a regional distribution perspective, more than 90% of software and information technology service enterprises in Shaanxi are concentrated in Xi'an, and related industries are highly concentrated in the High-tech Zone. More importantly, this relationship of "software company + Xi'an" is shifting from a past R&D base to today's city-level industrial cooperation. Since 2025, China Soft International has become a city partner in Xi'an's smart transportation field for open-source HarmonyOS innovative applications and HarmonyOS ecosystem construction, and has led participation in the construction of related innovation consortia. By August 2026, China Soft International, together with Pci Technology and Hikvision, won the bid for the 2026-2027 Xi'an smart transportation construction project of the Traffic Management Detachment of the Xi'an Public Security Bureau, with a bid amount of approximately 245 million yuan. The project covers smart transportation scheduling, AI analysis, and open-source HarmonyOS-related terminal applications. This means that in Xi'an, China Soft International is no longer just a "software outsourcing enterprise" or "R&D center." It is entering city-level digital infrastructure and AI scenarios. And Xi'an's current industrial policy is also strengthening this path. The 2026 Xi'an government work report proposed implementing an "AI+" initiative, accelerating the construction of a national industrial software pilot-scale testing and verification platform, and strengthening the supporting role of software and information technology services and science and technology services in industrial development; the "15th Five-Year Plan" proposed that by 2030, software and information service industry operating revenue should strive to reach 120 billion yuan. Therefore, although the listed company announcement did not disclose the specific basis for the decision, it is reasonable to infer that China Soft International has had more than ten years of industrial layout in Xi'an, and China Soft Xi'an as the acquisition entity objectively forms synergy with its Xi'an strategy.
Putting the Three on the Same Board?
This is the second layer most worth observing in this transaction. A reporter from National Business Daily noted that what China Soft International lacks is "scenarios," and Jingwei Co. happens to have them. Jingwei Co. is essentially not a traditional software company, but an enterprise centered on power and new energy scenarios, providing planning consulting, design, engineering construction, operations and maintenance, equipment sales, as well as integrated energy services and digital-intelligent application services. In other words, what it has is power industry know-how, customers, projects, and physical-world scenarios. China Soft International's past core capabilities, by contrast, came more from software development, IT services, industry solutions, cloud computing, and enterprise digitalization. After entering the AI era, the company's strategy underwent another obvious change. In 2025, China Soft International proposed "one body, two wings," with full-stack AI capabilities as the "body" and AI HarmonyOS and AI ERP as the "two wings," and further extended into computing power, large models, agents, and enterprise AI operating systems. In the first half of 2026, the company's full-stack, full-scenario AI products and services revenue reached 1.532 billion yuan, up 133.7% year on year. Particularly noteworthy is that China Soft International's AI ERP business is not simply making general office software, but continuing to deepen its work in industries such as energy and power. In 2025, the company had already formed relevant business groups to promote AI ERP in the energy and power industry. By 2026, the company further proposed extending from one-time delivery to continuous operations of computing power and Tokens. This makes the value of Jingwei Co. clear.
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