On the evening of June 26, Langma Information acquired 100% of the shares of “Qisheng Information” by issuing shares and cash. On the evening of June 26, Langma Information announced that it intends to acquire 100% of Qisheng Information's shares through a non-public offering of shares. At the same time, it also intends to raise supporting capital from no more than 5 other specific investors by issuing shares to no more than 5 other specific investors. The total amount of capital raised will not exceed 25% of the total amount of this transaction. According to the acquisition framework agreement, in this transaction, Langma Information paid by issuing shares and paying cash. Out of the estimated value of the underlying assets of 650 million yuan, the cash consideration was 317 million yuan, the share consideration was 333 million yuan, and the stock price was 56.91 yuan/share. In addition, the counterparty promised that the net profit attributable to the owners of the parent company for Qisheng Information in 2014, 2015, and 2016 after deducting non-recurring profit and loss would not be less than 45 million yuan, 55 million yuan, and 65 million yuan, respectively. Brief review 1. The valuation of the subject matter is worth 650 million yuan, of which the cash consideration is 317.24 million yuan and the stock valuation is 332.76 million yuan. At the same time, additional targeted funding of RMB 216.6 million is required. (The company expects that the number of shares issued this time will not exceed 103.471 million shares. After the transaction is completed, the company's total share capital will increase from the current 10.6.8 million shares to no more than 117.1471 million shares) 2. Underlying performance commitments The net profit attributable to the owners of the parent company in 2014, 2015, and 2016 after deducting non-recurring profit and loss will not be less than 45 million yuan, 55 million yuan, and 65 million yuan, respectively. The corresponding 2014 valuation is approximately 14.5 times. 3. The basic situation enlightenment information mainly provides medical and health information services through the Internet, mobile Internet, and mobile communication networks. Its 39 Health Network (www.39.net) is a domestic vertical health portal that integrates health information and provides appointment registration, triage guidance, online consultation, etc., which in turn generate revenue through advertising. In terms of the number of independent visitors, 39 Health Network had about 4,290 visitors per million people, which was 40.75% higher than the 3,048 people who ranked second in “seeking medical treatment”; revenue for 12-13 was 55.15 million yuan and 76.4 million yuan respectively. Furthermore, through the establishment of a cooperative “12580 Life Broadcast - Health Club” with China Mobile, China Mobile is provided with value-added services such as health and nutrition information, telephone or SMS consultation with doctors, a green channel for medical treatment in well-known top three hospitals, and various health consumption discounts, etc., to obtain a share of revenue from value-added telecom services. Currently, the main business regions are Guangdong, Shandong, Henan and other provinces and cities. The average number of monthly subscribers in the first quarter of 2014 was about 1.89 million; the revenue for the 12-13 years was 7.84 million yuan and 29.75 million yuan, respectively.