HuiBo Yunyun Responds to Restructuring Inquiry: Explains the Synergy Effects and Integration Risks of the Baode Acquisition

Recently, Deloitte Certified Public Accountants issued a special explanation regarding the review inquiry letter for Hui Bo Yun Tong Technology Co., Ltd.'s issuance of shares to purchase assets, raise supporting funds, and related-party transactions. They provided detailed responses on key issues such as the purpose of the transaction, the plan, and the fundraising. The explanation revealed the company’s strategic intent to extend its industrial chain through acquiring a 65.47% stake in Baode Computer Systems Co., Ltd. (referred to as “Baode Computing”). It also addressed market concerns about its increasing revenue without profit growth, integration capabilities, and potential earnings dilution.

According to the response, Hui Bo Yun Tong’s acquisition aims to shift from software technical services to integrated software and hardware development, improving its industrial layout. After the transaction, the listed company will form synergies and complementarities with Baode Computing in product ecosystem, technological R&D, downstream customer resources, and marketing networks. However, the “Preliminary Review Report” shows that after the transaction, the company’s net profit attributable to shareholders in the most recent period will decrease from 13.6458 million yuan to -61.5635 million yuan, and basic earnings per share will drop from 0.04 yuan/share to -0.11 yuan/share, indicating potential earnings dilution risks.

Regarding market concerns about “revenue growth without profit growth,” the special explanation disclosed that Hui Bo Yun Tong’s operating revenue continued to grow from 2022 to September 2025, reaching 1.184 billion yuan, 1.359 billion yuan, 1.743 billion yuan, and 1.621 billion yuan respectively. However, net profit attributable to shareholders showed a downward trend, with figures of 89.3573 million yuan, 82.4534 million yuan, 65.5876 million yuan, and 74.0897 million yuan. The analysis indicates that the main reasons include intensified competition in the software service industry leading to a slight decrease in gross profit margin from 24.44% in 2022 to 21.32% in the first nine months of 2025, increased period expenses from 16.51% to 18.64%, and factors such as share-based payments and credit impairment losses.

The special explanation also detailed Hui Bo Yun Tong’s integration of past acquisitions. Since 2022, the company has completed control acquisitions of 15 companies including Baishuo Tongxing and Maiyaxin, accumulating goodwill of 171 million yuan, with impairment provisions of 10.1329 million yuan. Although some targets experienced performance fluctuations during initial integration, the company has achieved effective integration through governance optimization, business synergy, and resource sharing, especially increasing its market share in the financial industry.

For the integration plan of this acquisition of Baode Computing, Hui Bo Yun Tong will promote from five dimensions: organization, business, assets, finance, and personnel. At the organizational level, the company’s actual controller, Yu Hao, has fully taken over by adjusting Baode Computing’s board and management. In terms of business, both parties will build a full-stack closed loop of “computing infrastructure + algorithm empowerment + scenario applications,” jointly developing integrated intelligent scene solutions. Financial and personnel management will be unified, while maintaining the core team stability. The company emphasizes that due to differences in business characteristics, if the integration progress or synergy effects fall short of expectations, there may be risks of underperformance in earnings release.

Regarding supporting funds, the company plans to raise no more than 1.87 billion yuan from the actual controller, Yu Hao, for projects such as the high-performance computing intelligent manufacturing base and the next-generation high-performance computing R&D center. The estimated additional depreciation and amortization expenses of the raised funds account for 0.34% to 1.35% of the expected operating revenue, which will not significantly impact future performance. Even if the funds are not fully raised, the company can ensure project implementation through self-owned funds, bank credit (with 547 million yuan unused as of the end of 2025), or third-party capital.

This transaction is recognized as a non-control enterprise merger. The performance commitment party promises that Baode Computing’s net profit attributable to shareholders in 2025 will not be less than 192 million yuan, and the non-recurring profit attributable to shareholders for 2026-2028 will not be less than 234 million yuan, 294 million yuan, and 316 million yuan respectively. Shen Hui Holdings will transfer the performance commitment compensation rights to the listed company proportionally at no cost to protect the interests of the listed company and minority shareholders.

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