Luoman shares plans to acquire 39.23% equity of Wutong High-tech

On August 6, Roman Holdings announced that the company had signed an equity acquisition framework agreement with Wutong Technology and planned to acquire 39.2308% of its equity in Wutong Technology, with a transaction amount of no more than 200 million yuan. After the acquisition is completed, Roman Co., Ltd. will become the largest shareholder of Wutong High-tech.

The announcement pointed out that Wutong Technology and Shanghai Bahuang are both enterprises within the control system of Wuchuang Group, so this transaction constitutes a related transaction. According to the agreement, Wutong High-tech promises to achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027. If the performance target is not achieved, Wutong Technology and Shanghai Bahuang will compensate in cash.

In order to cooperate with the transaction, Sun Jianming and Luo Jing Investment will transfer 5.5 million shares of Luoman shares to Shanghai Bahuang, accounting for 5.0455% of the company's total share capital. Shanghai Bahuang promises that it will not unlock these shares before the performance commitment period expires or the compensation obligations are fulfilled. After the transaction is completed, Wutong High-tech will be included in the management system of Luoman Shares and will be subject to relevant regulatory regulations.

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The main business of Roman Co., Ltd. is landscape lighting engineering (accounting for 99.62% of revenue in 2024), while Wutong High-tech focuses on AIDC computing power servers and cluster comprehensive solutions. It was established in December 2023 and has not yet formed large-scale revenue.

Roman shares stated that this acquisition aims to optimize and integrate resources, improve industrial layout, expand business areas, and enhance profitability and comprehensive competitiveness. The sources of funds required for this acquisition are the company's own or self-raised funds and will not have a significant impact on the main business and financial status.

Roman shares also pointed out that due to the company's lack of relevant management experience in the field of AIDC computing servers and cluster comprehensive solutions, it will still face certain challenges in operational management and collaborative integration in the future, and there will be integration risks.