Newly formed Chinasoft unit takes control of A-share firm in 15 days with 41% premium

From incorporation to acquiring control of an A-share listed company, Chinasoft International (Xi'an) Intelligent Technology Co., Ltd. ("Chinasoft Xi'an") accomplished the feat in just 15 days.

On September 1, Chinasoft Xi'an was established in Xi'an High-tech Zone with a registered capital of 600 million yuan. Its primary business description read: "No actual business operations yet."

Half a month later, the newly formed company signed share transfer agreements with multiple original shareholders of Jingwei Co., Ltd. (301390.SZ), proposing to acquire 17.80624 million shares at 53 yuan per share — representing 29.68% of the listed company's total share capital — for a total consideration of approximately 944 million yuan.

If the transaction is completed successfully, Chinasoft Xi'an will gain control of Jingwei. Based on Jingwei's pre-suspension closing price of 37.50 yuan per share, the 53 yuan acquisition price represents a premium of approximately 41.3%.

The capital market reacted swiftly. After resuming trading on September 17, Jingwei shares closed at 45 yuan per share, giving the company a total market capitalization of 2.7 billion yuan.

What makes this deal particularly noteworthy is that behind this Xi'an-based company — established just half a month ago — stands Chinasoft International Limited (00354.HK), a Hong Kong-listed software services firm. Chinasoft International ultimately controls Chinasoft Xi'an through multiple layers of equity ownership.

This gives the transaction an additional dimension: Chinasoft International has initiated an "A+H" dual-market listing strategy.

Key questions arise: Where does a company with no actual operations obtain 944 million yuan? Why is Chinasoft International willing to pay a 40% premium for Jingwei? What is it really after?

Where Does the 944 Million Yuan Come From?

Chinasoft Xi'an's first major move after incorporation was an acquisition of a listed company worth nearly 1 billion yuan.

According to the detailed equity change report, Chinasoft Xi'an was established on September 1 and is 100% owned by Shenzhen Chinasoft International Zhilian Technology Services Co., Ltd., which is ultimately controlled by Chinasoft International through multiple equity layers. On September 16, the Chinasoft International board approved the equity change, and on the same day, Chinasoft Xi'an signed agreements with the relevant transferors.

Unlike common single-majority-shareholder control transfers, this 29.68% stake was assembled from multiple shareholders.

The report shows that the transferors include six parties: Yisheng Investment, Dianli Investment, Dingsheng Investment, Juhua Technology, Wu Rende, and Juhua Lianxin. Chinasoft Xi'an will ultimately acquire a total of 17.80624 million shares from them.

Meanwhile, the relevant parties have issued commitments not to seek control of the listed company. Upon completion of the transaction, control of Jingwei will shift to Chinasoft Xi'an.

Funding Structure

The funding aspect deserves particular attention.

Chinasoft Xi'an's registered capital is only 600 million yuan, yet it needs to pay approximately 944 million yuan for the transaction. According to the announcement, the acquisition funds come from its own capital and self-raised funds. Own funds — accounting for no less than 50% of the total transaction price — come from shareholder capital contributions. Self-raised funds include, but are not limited to, bank merger and acquisition loans and other sources.

As of the signing date of the equity change report, Chinasoft Xi'an had already paid in 475 million yuan of registered capital.

In other words, within half a month of establishment, 475 million yuan in capital was in place, enabling the company to leverage external funds — including bank M&A loans — to complete the 944 million yuan control transaction.

Long-Term Commitment

This acquisition is clearly not a short-term financial investment.

The company has committed that for 60 months after the completion of the equity change, it will not directly or indirectly transfer the acquired shares; and for 36 months, it will not pledge the acquired shares.

With a five-year no-sale and three-year no-pledge commitment, Chinasoft International has placed a significant time lock on this 944 million yuan investment.

Why Jingwei?

In terms of scale, Jingwei is not a large listed company.

The company was listed on the ChiNext board in 2023. Its main business revolves around electric power and new energy, providing power enterprises and industrial/commercial users with integrated services including planning consulting, design, engineering construction, and operation maintenance. It is also involved in "solar + storage + charging," integrated energy services, and digital twin applications.

In the first half of 2026, Jingwei reported:

• Revenue: 135 million yuan, down 37.30% year-on-year
• Net profit attributable to parent: -23.1229 million yuan, down 289.71% year-on-year
• Core net profit (excluding non-recurring items): -25.1674 million yuan, down 340.62% year-on-year

From a purely financial perspective, this hardly justifies a 944 million yuan control transaction.

The Strategic Fit

The answer may lie in the intersection of the two companies' businesses.

In recent years, Chinasoft International has been significantly expanding beyond traditional software services. In 2025, the company established the R/7 Business Group, focusing on AI ERP for the energy and power sector.

In 2026, Chinasoft International launched the AllMeta Enterprise Intelligent Operating System and formally entered the computing power business. Its current business map covers AI ERP, AI HarmonyOS, Token operations, and AI-native application development, with energy and power listed as a key direction for AI industry solutions.

This year, the company has continued to increase its focus:

• June: Won a bid for the Yalong River Hydropower Smart Operation Large Model project
• August: Won a 245 million yuan Xi'an Smart Transportation Construction project

Jingwei, meanwhile, has long been深耕 in power consulting and design, power engineering construction, new energy, and digital applications. This means one side brings AI, software, and digital capabilities, while the other brings power industry scenarios and engineering services — creating clear business overlap.

Clear Boundaries

However, another detail sets clear boundaries for this transaction.

Chinasoft Xi'an has explicitly stated that it has no plans to change Jingwei's main business or make major adjustments within the next 12 months. Furthermore, it has committed that for 36 months after the equity change, there are no plans or arrangements to restructure Jingwei for a backdoor listing or to inject related-party assets into Jingwei through major asset restructuring.

On one hand, the company is paying a ~40% premium for control; on the other, it is proactively ruling out injecting related-party assets through major restructuring for the next three years.

This means that, under the current public plan, this is not a simple "backdoor listing" story.

Why Does Chinasoft International Need an A-Share Listed Company?

It is worth noting that Chinasoft International has been building its software industry presence in Xi'an for years. In 2018, its subsidiary Jiefanghao partnered with Xi'an High-tech Zone to launch the "Cloud Software Park," connecting local software companies, projects, and talent through an online platform. Since then, Chinasoft International has continued to expand its business in Xi'an's smart city and government digitalization initiatives.

In the AI era, this connection has deepened.

In 2025, Chinasoft International positioned itself as a city partner for open-source HarmonyOS innovation applications and ecosystem construction in Xi'an's smart transportation sector, including the 245 million yuan Xi'an Smart Transportation Construction project and other large contracts. Therefore, the establishment of Chinasoft Xi'an did not occur in an unfamiliar city's industrial landscape.

This time, however, the story has moved from industry to capital.

Real Control, Not Just Investment

Under the current transaction design, the change in control is clear.

Within one month after the share transfer is completed, Jingwei's board of directors is expected to be restructured to seven members. Chinasoft Xi'an will have the right to nominate three non-independent director candidates and three independent director candidates, and the chairman will be appointed from among the directors nominated by Chinasoft Xi'an.

This means Chinasoft International is not seeking a mere equity investment of less than 30%, but genuine control at the operational and structural level.

Over the past few years, Chinasoft International's business map has expanded from traditional IT services into AI, HarmonyOS, computing power, and energy digitalization. In 2026, the company explicitly announced its entry into the computing power business, positioning itself as an end-to-end high-value Token operator.

Against this backdrop, whether Jingwei will ultimately serve as merely an industrial piece in Chinasoft International's energy and power digitalization puzzle, or take on a more complex capital platform function, remains to be seen after the transaction is completed.

What is certain, based on existing commitments, is that the answer will not involve directly injecting related-party assets into the listed company in the short term.

How this new capital card will be played may be the more compelling story to watch after the 944 million yuan transaction.