Luoman Technologies plans to acquire controlling interest in Wutong High-tech, focusing on AIDC computing power servers and integrated solution services

According to the announcement from Luoman Technologies (605289.SH), the company plans to acquire 39.2308% of the equity held by Shanghai Wutongshu Technology Development Co., Ltd. (referred to as "Wutong Technology") in Shanghai Wutongshu High-tech Co., Ltd. (referred to as "Wutong High-tech") in cash. Upon completion of the transaction, the company will become the largest shareholder of the target company, with the company's appointed directors occupying three-fifths of the board seats of the target company. The financial officer of the target company will be appointed by personnel recommended by the company and hired by the board of directors of the target company, which will have decision-making authority over its operations, personnel, finances, and other matters. The target company will be included in the company's consolidated financial statements and become a subsidiary controlled by the company. At the same time, based on the recognition of the company's future prospects and investment value, as well as its own business development needs, Shanghai Bahuang, in order to bind the management and core personnel of the target company to achieve performance commitments, has signed a "Share Transfer Agreement regarding Shanghai Luoman Technology Co., Ltd." with Mr. Sun Jianming, the company's controlling shareholder and actual controller, and his concerted party, Luo Jing Investment. The agreement stipulates that Sun Jianming and Luo Jing Investment intend to transfer a total of 5.5 million unrestricted circulating shares of the company to Shanghai Bahuang through a negotiated transfer, accounting for 5.0455% of the company's total share capital. Among them, Sun Jianming intends to transfer 4.155 million shares, accounting for 3.8117% of the company's total share capital, while Luo Jing Investment intends to transfer 1.345 million shares, accounting for 1.2339% of the company's total share capital. After the transaction is completed, Shanghai Bahuang will become a shareholder holding more than 5% of the company. According to the share transfer agreement, the agreement will take effect from the date of signing by all parties and will become effective from the date the listed company and the relevant transaction party sign the formal "Equity Transfer Agreement" regarding the acquisition of 39.2308% of the equity of the target company, with the effectiveness of the share transfer agreement being consistent with that of the subsequent signed equity transfer agreement. The announcement shows that the target company mainly engages in AIDC computing power servers and cluster comprehensive solution service business. The net profit attributable to the parent company's owners for the years 2025, 2026, and 2027, after deducting non-recurring gains and losses, should not be less than 400 million yuan. The company has agreed on performance compensation clauses with the transaction parties regarding performance commitments. The announcement states that the signing of this framework agreement is beneficial for the company to optimize and integrate resources, further improve the company's industrial layout, and expand the company's business areas