Core Viewpoint - Lingzhi Software plans to acquire 100% equity of Kaimiride through a share issuance and cash payment, aiming to enhance its position in the financial IT sector and reduce reliance on the Japanese market [1][2]. Group 1: Acquisition Details - The acquisition involves 20 counterparties, including Summer Red and Rao Xi, with the transaction price yet to be finalized [1]. - Kaimiride is a leading financial IT supplier in China, providing software products and services to over 100 domestic and international financial institutions [1]. Group 2: Market Position and Technology - Kaimiride holds a leading position in the capital market IT sector, ranking first in the banking capital transaction system market for two consecutive years (2023-2024) [1]. - The VIVA-TCM system developed by Kaimiride has been recognized as a key recommended solution by the Ministry of Industry and Information Technology for 2024, showcasing its full-stack self-controllable technology [2]. Group 3: Strategic Development - The acquisition will help Lingzhi Software penetrate the core trading system market and diversify its client base in the domestic financial IT sector [3]. - The company aims to implement a dual-driven strategy of "domestic + international" to enhance revenue stability and reduce dependence on the Japanese market [2][3]. Group 4: AI Integration - Lingzhi Software is exploring "AI+" applications, and Kaimiride is advancing AI integration in its vertical business scenarios, which is expected to enrich the company's AI ecosystem and drive future growth [3].

Group 1 - Digital Zhengtong's subsidiary Baoding Jindi won a bid for a smart water project in Jinan, with a total contract value of 109 million yuan, of which Baoding Jindi's share is approximately 77 million yuan [1] - Lingzhi Software plans to acquire 100% equity of Kaimiride through a combination of cash and stock issuance, with the final transaction price yet to be determined [1] - Tianjin Port's subsidiary plans to transfer 60% equity of China Railway Storage and Transportation, with an estimated value of 37.54 million yuan for the entire equity [2] Group 2 - New Wufeng reported a 56.97% year-on-year increase in pig sales in October, selling 610,000 pigs [3] - New Peng Co. announced a joint investment of approximately 15 million USD with Jabil to build a battery storage box project in Thailand [4] - Maiwei Bio received approval for a clinical trial of its 9MW3811 injection for pathological scars [6] Group 3 - Jiangsu Sopo completed maintenance and resumed production of its methanol and acetic acid facilities [8] - Luoniushan reported a 24.65% year-on-year increase in pig sales revenue in October, totaling 116 million yuan [9][10] - Zhongbei Communication signed a 1 billion yuan comprehensive computing service framework agreement with Xiamen Hongxin Electronics [11] Group 4 - Huayang New Materials announced the resignation of its general manager, Wu Yuehua [12] - Zhongxin Co. used 50 million yuan of idle funds to purchase structured deposits with expected annual returns between 0.55% and 2.05% [14] - Huajian Group's subsidiary signed a construction engineering design contract worth 96.54 million yuan [16] Group 5 - Jianyou Co. received FDA approval for a new production site for its injectable drug [17] - Beilu Pharmaceutical obtained a drug registration certificate for its iodine mepivacaine injection, which is included in the national medical insurance catalog [19] - *ST Yuancheng's stock will be suspended due to falling below the market cap threshold for delisting [20] Group 6 - Xiantan Co. reported a 9.3% year-on-year increase in chicken product sales revenue in October, totaling 503 million yuan [21] - Huanxu Electronics reported an 8.93% year-on-year decrease in consolidated revenue for October, amounting to 5.598 billion yuan [23] - Yisheng Co. reported a 22.97% year-on-year decrease in white feather chicken seed sales revenue in October [25] Group 7 - Yuandong Bio initiated a Phase I/II clinical trial for its ADC drug YLSH003 targeting advanced solid tumors [25] - Xiaoming Co. reported a 34.89% year-on-year decrease in chicken product sales revenue in October [26] - Nanjiao Food reported a 5.27% year-on-year decrease in consolidated revenue for October, totaling 235 million yuan [28] Group 8 - Chuangye Huikang announced a potential change in control, leading to a temporary stock suspension [30] - Tangrenshen reported a 17.91% year-on-year decrease in pig sales revenue in October, totaling 828 million yuan [32][33] - Wancheng Group plans to distribute a cash dividend of 1.5 yuan per 10 shares to shareholders [34] Group 9 - Kangguan Technology plans to distribute a cash dividend of 3.6 yuan per 10 shares to shareholders [36] - Shoudu Online's executive plans to reduce holdings of up to 19,400 shares [38] - Maolai Optical received approval for the issuance of convertible bonds [40] Group 10 - Jinkai New Energy plans to distribute a cash dividend of 0.1 yuan per share to shareholders [41] - Tianchen Medical raised the upper limit for share repurchase to 70 yuan per share [42] - Tianmu Lake used 38 million yuan of idle funds to purchase structured deposits [43]

Core Viewpoint - Lingzhi Software (688588) announced a major asset restructuring plan involving the acquisition of 100% equity in Kaimiride (Suzhou) Information Technology Co., Ltd. through a combination of share issuance and cash payment, with the stock resuming trading on November 11 [1] Group 1: Acquisition Details - The acquisition involves 20 counterparties, including Xiameiride and Raoqi, who will sell their total holdings in Kaimiride [1] - Kaimiride primarily provides software product development, sales, and services to financial institutions such as banks and brokerages [1] Group 2: Strategic Implications - The transaction is expected to create significant synergies in market presence, customer base, technology, products, and operations between Lingzhi Software and Kaimiride [1] - This acquisition aims to enhance Lingzhi Software's ongoing operational capabilities and overall corporate value [1]

Core Viewpoint - Lingzhi Software plans to acquire 100% equity of Kaimirui Technology through a combination of share issuance and cash payment, which is expected to constitute a significant asset restructuring [2][5]. Group 1: Transaction Details - The share purchase price is set at 15.31 yuan per share, which is not less than 80% of the average trading price over the last 60 trading days prior to the pricing benchmark [5]. - The transaction is anticipated to involve related party transactions, as certain parties will hold more than 5% of the company's shares post-transaction [5]. - The controlling shareholders of Kaimirui are Rao Xi and Dong Kunlin, who collectively control 61.94% of the equity [5]. Group 2: Strategic Intent - The acquisition aims to enhance Lingzhi Software's comprehensive service capabilities and market competitiveness in the financial technology sector, particularly in response to domestic financial institutions' needs for core system localization and data security [7]. - Lingzhi Software provides a full range of software development services across various financial sectors, while Kaimirui focuses on integrated solutions for financial institutions, including risk management and digital transformation [7]. Group 3: Financial Impact - Post-transaction, Lingzhi Software's total assets, net assets, revenue, and net profit are expected to improve, thereby enhancing its ongoing operational capabilities [8]. - As of Q3 2025, Lingzhi Software's total assets are projected to be 1.749 billion yuan, with net assets of 1.232 billion yuan, while Kaimirui's total assets are 366 million yuan and net assets are 195 million yuan [8]. - Kaimirui's recent financial performance shows a declining trend, with revenues of 292 million yuan, 229 million yuan, and 117 million yuan for 2023, 2024, and the first three quarters of 2025, respectively [11]. Group 4: Industry Challenges - The financial technology sector is experiencing increased competition, leading to aggressive pricing strategies that may compress profit margins and pose risks to Kaimirui's profitability and service quality [13]. - Lingzhi Software has indicated that if the industry continues to face persistent price competition, it could erode Kaimirui's reasonable profits and impact its long-term market competitiveness [13].

Core Viewpoint - Lingzhi Software plans to acquire 100% equity of Kaimiride through a combination of issuing shares and cash payment, which is expected to constitute a significant asset restructuring [2][5]. Group 1: Transaction Details - The transaction is set to enhance Lingzhi Software's core competitiveness and productization level in the financial trust innovation sector [5][15]. - The share price for the asset purchase is set at 15.31 yuan per share, which is not less than 80% of the average trading price over the last 60 trading days prior to the pricing benchmark [9]. - The transaction is expected to constitute a related party transaction as per the Shanghai Stock Exchange's regulations [11]. Group 2: Financial Performance - As of the end of Q3 2025, Lingzhi Software's total assets were 1.749 billion yuan, with net assets of 1.232 billion yuan. Kaimiride's total assets were 366 million yuan, with net assets of 195 million yuan [17]. - Lingzhi Software's revenue for 2023, 2024, and the first three quarters of 2025 were 696 million yuan, 1.114 billion yuan, and 763 million yuan, respectively, with net profits of 86.53 million yuan, 124 million yuan, and 96.74 million yuan [17]. - Kaimiride's revenue for 2023, 2024, and the first three quarters of 2025 were 292 million yuan, 229 million yuan, and 117 million yuan, respectively, with net profits of 29.49 million yuan, 26.39 million yuan, and a loss of 264,020 yuan [19]. Group 3: Industry Challenges - The financial trust innovation sector is facing price pressure and narrowing profit margins due to aggressive low-price competition among market participants [19]. - Lingzhi Software has indicated that if the industry experiences prolonged "price internalization," it may erode Kaimiride's reasonable profits, weaken its reinvestment capacity, and ultimately affect service quality and technological iteration [19]. - The acquisition is expected to result in goodwill, and if Kaimiride's future performance is poor, Lingzhi Software may face goodwill impairment risks, adversely affecting its financial results [19].

Major Events - Wenta Technology completed the transfer of certain assets, with outstanding payments of 70 million yuan and 161 million yuan for Indian assets [1] - Chaoying Electronics plans to invest approximately 1.468 billion yuan in an AI computing power PCB expansion project in Thailand [1] - Lingzhi Software is planning to acquire 100% equity of Kaimiride through a combination of cash and stock issuance, with the stock resuming trading on November 11, 2025 [2] - Shannon Chip Innovation reported no significant changes in its main business despite recent market reports of rising storage chip prices [3] - Purun Co. announced a share transfer at a price of 106.66 yuan per share, which is a 38% discount compared to the closing price [4] - Ningbo Construction intends to acquire 100% equity of Ningbo Transportation Engineering through a share issuance [5] - Maiwei Biotech received approval for a Phase II clinical trial of its 9MW3811 injection for pathological scars [6] Performance Overview - Shandong Gold's subsidiary needs to pay 738 million yuan in taxes, which is expected to impact the company's net profit by 230 million yuan in 2025 [7] - Xiantan Co. reported chicken product revenue of 503 million yuan in October, a year-on-year increase of 9.3% [8] - Luoniushan reported a 24.65% year-on-year increase in pig sales revenue in October, totaling 116 million yuan [9] - Huanxu Electronics experienced an 8.93% year-on-year decrease in consolidated revenue for October [10] - Dekang Agriculture reported an average selling price of 11.54 yuan per kilogram for pigs in October, down 11.44% from September [11] Shareholding Changes - Dongfang Ocean's major shareholder reduced its stake by 1% of the total share capital [12] - Tietuo Machinery's major shareholder plans to reduce its stake by up to 1.14% [13] - Haibo Heavy Industry announced a plan to reduce its stake by up to 0.99% [14] - Lante Optics' director plans to reduce up to 2% of the company's shares [15] - Beijing Aviation Materials' chairman proposed a share buyback of 50 million to 100 million yuan [15] Major Contracts - Zhongbei Communication signed a 1 billion yuan comprehensive service framework agreement with Hongxin Electronics [16] - Sichuan Chengyu's subsidiary signed multiple engineering contracts totaling approximately 178.94 billion yuan [16] - Digital Government won a bid for a smart water project worth 109 million yuan [17] - State Grid Information announced that its subsidiaries won bids totaling 1.318 billion yuan [18]

Group 1 - Lingzhi Software announced the acquisition of 100% equity in Kaimiride (Suzhou) Information Technology Co., Ltd, marking a significant consolidation project in the domestic fintech sector [1] - The acquisition will be executed through a combination of share issuance and cash payment to 20 transaction parties, with trading resuming on November 11 [1] - This move aligns with the national policy wave for financial innovation and transformation, injecting strong momentum for high-quality development in the sector [1] Group 2 - The financial innovation strategy is a core support for national financial security, entering a rapid development phase driven by policy guidance and market demand [2] - The Chinese financial innovation market is projected to reach 1.2 trillion yuan by 2025, with a compound annual growth rate exceeding 35% for the financial innovation sector [2] - The construction of a self-controllable RMB cross-border payment system is emphasized as a key policy direction in the 14th Five-Year Plan [2] Group 3 - Kaimiride is a leading financial IT supplier in the domestic capital market, known for its "self-controllable + overseas compatible" capabilities [3] - The company has provided comprehensive solutions and services to over 100 domestic and foreign financial institutions, establishing benchmark projects for major banks [3] - Kaimiride has maintained a leading position in the market, ranking first in the banking capital trading system market for two consecutive years [3] Group 4 - The acquisition positions Kaimiride's self-controllable technology system as a key anchor for integration value [4] - Kaimiride's VIVA-TCM system has been recognized as a key recommended solution in the fintech sector, showcasing its core advantages in building a fully self-controllable technology system [4] - The collaboration is expected to enhance the technological strength and sustainable operational capacity of the listed company, supporting the safe and controllable development of the national financial system [4]

证券代码：688588 证券简称：凌志软件 公告编号：2025-062 苏州工业园区凌志软件股份有限公司 截至2025年10月27日，公司前十大股东的持股情况如下表所示： | 序号 | 股东名称 | 持股数量（股） | 持股比例（%） | | --- | --- | --- | --- | | 1 | 张宝泉 | 79,425,226 | 19.86 | | 2 | 吴艳芳 | 66,683,517 | 16.67 | | 3 | 苏州工业园区凌志软件股份有限公司回购专 用证券账户 | 13,750,000 | 3.44 | | 4 | 上海达盈智汇企业服务中心（有限合伙） | 13,335,849 | 3.33 | | 5 | 上海华达启富企业服务中心（有限合伙） | 12,052,719 | 3.01 | 关于本次交易停牌前一个交易日前十大股东 和前十大流通股股东持股情况的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 苏州工业园区凌志软件股份有限公司（以下简称"公司"）拟通过发行股 份及支付现金的方式购买凯美瑞 ...

关于本次交易履行法定程序的完备性、合规性 及提交法律文件的有效性的说明 苏州工业园区凌志软件股份有限公司（以下简称"公司"）拟通过发行股份 及支付现金的方式购买凯美瑞德（苏州）信息科技股份有限公司 100%股权，并 募集配套资金（以下简称"本次交易"）。 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重大资 产重组管理办法》《上海证券交易所科创板股票上市规则》《上市公司监管指引第 9 号——上市公司筹划和实施重大资产重组的监管要求》《公开发行证券的公司 信息披露内容与格式准则第 26 号——上市公司重大资产重组》等有关法律法规 及规范性文件及《苏州工业园区凌志软件股份有限公司章程》（以下简称"《公司 章程》"）的相关规定，公司董事会对于本次交易履行法定程序的完备性、合规性 及提交的法律文件的有效性说明如下： 一、关于本次交易履行法定程序完备性、合规性的说明 1、公司与本次交易的相关方就本次交易事宜进行初步磋商时，采取了必要 且充分的保密措施，制定了严格有效的保密制度，限定相关敏感信息的知悉范围， 确保信息处于可控范围之内。 2、公司对本次交易涉及的内幕信息知情人进行了登记，并制作了重大事项 进 ...

苏州工业园区凌志软件股份有限公司（以下简称"公司"或"上市公司"） 拟通过发行股份及支付现金的方式购买凯美瑞德（苏州）信息科技股份有限公司 （以下简称"标的公司"）100%股权，并募集配套资金（以下简称"本次交易"）。 根据《上海证券交易所科创板股票上市规则》（以下简称"《科创板上市规则》"） 第 11.2 条、《科创板上市公司持续监管办法（试行）》（以下简称"《持续监管办 法》"）第二十条和《上海证券交易所上市公司重大资产重组审核规则》（以下简 称"《重组审核规则》"）第八条的规定，科创板上市公司实施发行股份购买资产 的，拟购买资产应当符合科创板定位，所属行业应当与科创板上市公司处于同行 业或者上下游，且与科创板上市公司主营业务具有协同效应，有利于促进主营业 务整合升级和提高上市公司持续经营能力。 苏州工业园区凌志软件股份有限公司董事会 关于本次交易符合《上海证券交易所科创板股票上市规则》 第 11.2 条、《科创板上市公司持续监管办法（试行）》第二十 条及《上海证券交易所上市公司重大资产重组审核规则》第 八条规定的说明 经审慎判断，本次交易的标的公司具备科创属性，标的公司与上市公司属于 同行业，与上市公司 ...