Chinasoft International Limited (Chinasoft International) announced that its indirectly wholly owned subsidiary, Chinasoft International (Xian) Intelligent Technology Co., Ltd., signed a share-transfer agreement on 16 September 2026 to purchase 17.81 million A-shares, or 29.68 % of Hangzhou Gisway Information Technology Co., Ltd. (Hangzhou Gisway). The transaction consideration is set at RMB 53 per share, totalling RMB 943.73 million, and will be settled in four cash instalments funded by internal resources and acquisition financing.
Upon completion, Chinasoft International will become the controlling shareholder of Hangzhou Gisway and consolidate its financial statements. The buyer has undertaken not to dispose of the acquired shares for 60 months and not to pledge them, or inject related-party assets, within 36 months post-completion, in accordance with Shenzhen Stock Exchange requirements.
Transaction Structure and Payment Schedule • First instalment: RMB 188.75 million (20 %) into an escrow account after contractual effectiveness and board-level waivers at the target. • Second instalment: RMB 283.12 million (30 %) after all conditions precedent are met. • Third instalment: RMB 424.68 million, bringing cumulative payment to 95 % of consideration once share registration is completed. • Final instalment: RMB 47.19 million (5 %) following the reconstitution of the target’s board.
Governance Changes Hangzhou Gisway’s board will be expanded to seven directors within one month of completion. Chinasoft International will nominate six directors (three non-independent and three independent), including the chairman, giving it board control. Existing controller Mr. Ye Xiao Hua will retain one board seat and must observe a post-deal lock-up.
Target Profile and Financials Hangzhou Gisway, listed on ChiNext (code: 301390.SZ), provides integrated power-sector services spanning planning, engineering, operations and “solar-storage-charging” energy solutions.
Key financial metrics: • Total assets (30 June 2026): RMB 1.74 billion, of which 77.84 % are current assets. • Net assets attributable to shareholders: RMB 921.00 million. • Monetary funds: RMB 314.00 million; the company holds no interest-bearing debt, yielding a 47.1 % asset-liability ratio. • 2025 revenue: RMB 527.49 million; profit after tax: RMB 5.27 million. • 2024 revenue: RMB 672.92 million; profit after tax: RMB 35.54 million. • Goodwill accounts for just 0.57 % of total assets, indicating limited acquisition-related impairment risk.
Strategic Rationale 1. Expands Chinasoft International’s “one body, two wings” strategy into power and energy digitalisation. 2. Enables market-channel sharing, supply-chain complementarity and cross-selling opportunities. 3. Provides an A-share platform to deepen participation in China’s information-technology localisation initiatives. 4. Establishes a dual-market (Hong Kong + A-share) capital-market presence, potentially enhancing brand recognition. 5. Consolidation is expected to contribute positively to group revenue and profit without materially impacting day-to-day cash flow.
Regulatory Classification Based on Hong Kong Listing Rule 14.07 percentage ratios, the acquisition is a discloseable transaction—subject to announcement and reporting requirements but exempt from circular and shareholder approval. Completion remains conditional on due-diligence results, regulatory approvals and share registration.
Shareholders and potential investors are advised to exercise caution given that the acquisition may or may not proceed if conditions precedent are not fulfilled.