Chinasoft International acquires 29.68% of A-share Jingwei via Xi'an unit set up just 15 days ago for 944 million yuan

On September 16, a landmark deal involving a Hong Kong-listed company acquiring control of an A-share company was officially announced.

China Software International Limited (00354.HK, hereinafter "CSI") — through a newly established Xi'an-based entity, CSI (Xi'an) Intelligent Technology Co., Ltd. (hereinafter "CSI Xi'an"), incorporated just 15 days earlier — plans to acquire 29.68% of the shares of Hangzhou Jingwei Information Technology Co., Ltd. (301390.SZ, hereinafter "Jingwei") at a price of RMB 53 per share, for a total consideration of RMB 943.73 million.

Upon completion, CSI Xi'an will become the controlling shareholder of Jingwei.

What makes this transaction worth examining is not merely the RMB 944 million price tag, but three noteworthy details:

• A company established on September 1 in Xi'an High-tech Zone, which had "not yet commenced actual business operations," launched a nearly RMB 1 billion acquisition just 15 days later.
• CSI did not choose to acquire directly, but instead placed the transaction into the newly created "CSI Xi'an" entity.
• Jingwei itself is a company deeply rooted in power consulting and design, new energy, integrated energy, and digital intelligence applications.

This suggests the deal is far more than a simple transfer of listed company control. Rather, it appears to be CSI's strategic move to extend its AI, software, and computing capabilities into the real-world industrial scenario of power and energy — with Xi'an positioned at the intersection of this布局.

01 | A RMB 944 Million Acquisition of a Listed Company

Let's first examine the transaction itself.

On September 16, CSI Xi'an signed a Share Transfer Agreement with Jingwei's actual controller Ye Xiaohua, along with Yisheng Investment, Dianli Investment, Dingsheng Investment, Juhua Technology, Wu Rende, and Juhua Lianxin. The agreement involves the transfer of a total of 17,806,240 shares of Jingwei, representing 29.68% of total share capital, at RMB 53 per share, for a total consideration of RMB 943,730,720.

Breakdown of transfers:

• Yisheng Investment: 9.91%
• Dianli Investment: 8.45%
• Dingsheng Investment: 7.37%
• Juhua Technology: 2.12%
• Juhua Lianxin: 1.17%
• Wu Rende: 0.67%

After completion, CSI Xi'an will hold 29.68%, and Jingwei will change from having "no controlling shareholder" to being controlled by CSI Xi'an.

Additionally, the agreement stipulates that within one month after the share transfer registration, Jingwei's board of directors will be restructured to 7 members: 4 non-independent directors and 3 independent directors. CSI Xi'an may nominate 3 non-independent directors and all 3 independent directors, while Ye Xiaohua's side retains the right to nominate 1 non-independent director. The chairman will be appointed from CSI Xi'an's nominated directors.

Ultimately, CSI aims to secure operational control, not merely equity income rights.

Financial Performance of the Target

From a financial perspective, Jingwei is not currently at its peak performance.

| Period | Revenue (RMB) | Net Profit Attributable to Parent (RMB) | |---|---|---| | 2024 | 673 million | 35.54 million | | 2025 | 527 million (down 21.61%) | 5.27 million (down 85.17%) | | H1 2026 | 135 million (down 37.30% YoY) | Loss of 23.12 million |

Business segment performance in 2025:

• Power engineering construction revenue: RMB 197 million (down 46.58%)
• Power consulting and design revenue: RMB 166 million
• Power equipment sales revenue: RMB 123 million
• Digital intelligence application platform development services: RMB 36.49 million (up 68.40%)

H1 2026: Revenue from power consulting/design, power engineering construction, and power equipment sales continued to decline by 48.68%, 26.46%, and 49.96%, respectively. The company attributed this to delayed downstream new energy project starts and slower growth in traditional distribution network upgrades in Zhejiang.

Thus, this is not a typical "buying a high-growth company" deal. Based on 2025 performance, the static P/E ratio at RMB 53 per share would be in the hundreds, and the company turned to a loss in H1 2026.

Notably, CSI Xi'an has committed to not transferring the shares for 60 months after acquisition, not pledging them for 36 months, and not injecting related-party assets through restructuring for 36 months. This indicates the deal is not a short-term "shell acquisition followed by asset injection" strategy.

Therefore, CSI's real interest in this RMB 944 million transaction likely lies in Jingwei's industrial positioning.

02 | Why Xi'an as the Acquisition Entity?

This is the first critical question.

CSI could have easily set up the acquisition entity in Beijing, Shenzhen, or Hangzhou. Instead, it chose "CSI (Xi'an) Intelligent Technology Co., Ltd."

The registered address is specific: Floor 3, Building F1, No. 3639 Yunshui 1st Road, Xi'an High-tech Zone.

Business registration data shows the company was established on September 1, 2026, with a registered capital of RMB 600 million. Its business scope covers software development, AI application software development, cloud computing equipment services, network equipment manufacturing, and data processing. At incorporation, its main business status was "not yet commenced actual business operations."

On paper, it appears to be an SPV "specifically established for the acquisition." But why Xi'an?

According to National Business Daily research, CSI's relationship with Xi'an spans over a decade:

• 2010: CSI established a research and development base in Xi'an High-tech Zone.
• 2018: Its subsidiary "Jiefanghao" partnered with Xi'an High-tech Zone to build a "Cloud-based Software Park," connecting online IT service platforms, software companies, and park resources.

Today, CSI is a core enterprise in Xi'an's software and information services industry. In 2025, Xi'an's regulated software and information services revenue reached RMB 72.092 billion, with CSI being one of the city's billion-level software enterprises. Over 90% of Shaanxi's software and IT service companies are concentrated in Xi'an, with a high density in the High-tech Zone.

More importantly, the "software company + Xi'an" relationship is evolving from a past R&D base to city-level industrial collaboration:

• 2025: CSI became Xi'an's "city partner" for OpenHarmony innovation applications and ecosystem development in smart transportation, and led the formation of related innovation consortia.
• August 2026: CSI, together with Sundy Technology and Hikvision, won the bid for the Xi'an Public Security Bureau Traffic Management Detachment's 2026-2027 Smart Transportation Construction Project, with a winning bid of approximately RMB 245 million. The project covers smart traffic dispatch, AI analysis, and OpenHarmony-related terminal applications.

This means CSI in Xi'an is no longer just a "software outsourcing enterprise" or "R&D center." It is entering city-level digital infrastructure and AI scenarios.

Xi'an's current industrial policies reinforce this path:

• The 2026 Xi'an Government Work Report proposes implementing an "AI+" action, accelerating the construction of a national industrial software pilot platform, and strengthening the supporting role of software/IT services and technology services.
• The "15th Five-Year Plan" targets software and information services revenue of RMB 120 billion by 2030.

While the listed company announcement did not disclose specific decision-making rationale, it is reasonable to infer that CSI's decade-long industrial presence in Xi'an makes CSI Xi'an a natural acquisition vehicle, synergizing with its Xi'an strategy.

03 | Three Pieces on the Same Chessboard?

This is the second critical observation.

National Business Daily notes that CSI lacks "scenarios," and Jingwei happens to have them.

Jingwei is not a traditional software company. It is an enterprise centered around power and new energy scenarios, providing planning consulting, design, engineering construction, operations, equipment sales, integrated energy services, and digital intelligence application services.

In other words, it possesses power industry know-how, customers, projects, and physical-world scenarios.

CSI's core capabilities have historically been in software development, IT services, industry solutions, cloud computing, and enterprise digitalization.

In the AI era, CSI's strategy has shifted significantly:

• 2025: CSI proposed an "One Body, Two Wings" strategy, with full-stack AI capabilities as the "body," and AI-Hongmeng and AI-ERP as the "wings," extending into computing power, large models, intelligent agents, and enterprise AI operating systems.
• H1 2026: CSI's full-stack, full-scenario AI products and services revenue reached RMB 1.532 billion, up 133.7% year-on-year.

Notably, CSI's AI-ERP business is not simply about general office software; it continues to deepen in energy and power industries. In 2025, CSI formed a relevant business group to promote AI-ERP in the energy and power sector. By 2026, it further proposed extending from one-time delivery to continuous operation of computing power and tokens.

This makes Jingwei's value clear:

• CSI: Has AI, software, models, and computing power.
• Jingwei: Has power, new energy, engineering, and real-world industrial scenarios.

The former needs to enter the physical world; the latter is moving from traditional engineering services to digitalization and intelligence.

A potential synergistic business chain exists between the two:

AI Capabilities → Energy Digitalization → Power Scenarios → Integrated Energy → Computing Power & Energy Synergy

Importantly, Jingwei already possesses digital intelligence application capabilities such as cloud rendering and digital twin 3D engines, meaning it is not a purely traditional power engineering company but is building an interface for migrating from engineering scenarios to digital scenarios.

If we place Xi'an into this picture, the acquisition of Jingwei by CSI may form an industrial synergy structure, with Xi'an as a potential convergence point:

• On one side: CSI's decade-deep software and information services industry foundation.
• On the other: Xi'an's strengthening layout in software, AI, industrial software, and computing power.
• On the industrial side: Traditional industry scenarios in energy, power, advanced manufacturing, and defense.

Thus, beyond CSI gaining control of a listed company, the future intersection of Xi'an, computing power, and energy may be the most imaginative — and most worth verifying — line of this transaction.

(Source: National Business Daily)