Mininglamp Technology (MININGLAMP-W) has approved a strategic redeployment of RMB450.00 million—47% of its RMB957.73 million IPO proceeds—towards the acquisition of a 19.07% interest in Shenzhen-listed enterprise-management software specialist Pansoft Co., Ltd.
Transaction highlights • Consideration and funding: Mininglamp will pay RMB858.89 million in cash for 75.47 million Pansoft shares at RMB11.38 per share, implying a total equity value of about RMB4.50 billion for Pansoft. Roughly RMB429.45 million of the reallocated IPO proceeds will cover half of the purchase price; the balance will be funded with internal resources and acquisition financing. Another RMB20.55 million of the reallocated funds is reserved for future M&A opportunities. • Valuation: Based on Pansoft’s 2025 results (revenue RMB824.90 million; net profit RMB74.00 million; net assets RMB1.32 billion), the deal implies P/S of 5.45×, P/E of 60.83× and P/B of 3.42×—all within the ranges (but below the average) of four comparable recent PRC tech-sector control transactions. The agreed price represents a 5.64%–6.72% discount to Pansoft’s 60- and 120-day average share prices before its 27 July 2026 trading suspension, yet a 241.8% premium to the pro-rated net asset value of the stake. • Governance and accounting: Post-closing, Mininglamp will become Pansoft’s largest shareholder, entitled to nominate 7 of 9 board directors (4 non-independent, 3 independent) and the board chair. Despite this influence, Pansoft will be treated as an associate and accounted for under the equity method.
Revised use of proceeds Prior to reallocation, Mininglamp had utilised RMB307.96 million of its IPO funds, leaving RMB649.77 million unspent. The company has now shifted RMB98.00 million from technology R&D, RMB287.00 million from product development and RMB65.00 million from marketing budgets to finance the acquisition. Remaining IPO funds amount to RMB88.21 million for R&D, RMB27.26 million for product development, RMB24.83 million for marketing and RMB59.48 million for working capital.
Strategic rationale Mininglamp views Pansoft—a provider of shared financial services, treasury, budget and group financial-management systems for large state-owned enterprises—as a complementary fit to its own artificial-intelligence (AI) and data-intelligence offerings, including the OCTO intelligent collaboration platform and on-device AI foundation models. The partnership targets: 1. Embedding Mininglamp’s AI-assisted programming into Pansoft’s R&D and delivery workflows. 2. Co-developing AI-native enterprise-management applications that blend Pansoft’s domain expertise with Mininglamp’s AI, knowledge-graph and analytics capabilities. 3. Launching pilot projects within Pansoft’s large-enterprise client base, with scope for broader commercial rollout upon validation.
Board view After weighing post-listing technology developments, funding needs, valuation benchmarks and contractual protections (multi-tranche payments, share lock-ups, and performance safeguards), the board concluded the acquisition and related fund reallocation are fair, reasonable and aligned with shareholder interests. Mininglamp emphasised that the shift in funds changes the method—not the direction—of its original business plans, which continue to prioritise AI-driven R&D, product enhancement and targeted market expansion.