The third day after Dawn-1 passed internal verification.

Jia Ning Holdings is suspended from trading on the Hong Kong Stock Exchange.

At 10 p.m. that evening, the company issued a joint announcement.

A state-owned strategic platform plans to make a cash offer to all public shareholders at HK$7.02 per share.

The offer price represents a 100% premium over the closing price before trading was suspended, involving funds of nearly HK$2.4 billion.

Genesis Capital has made a clear commitment not to accept the offer, to retain its 75% stake, and to support Canning's delisting after completing the independent director review, public shareholder vote, and Hong Kong court proceedings.

The news sent Hong Kong's capital markets into a frenzy.

Jialing has grown from a traditional trading and property company with a market value of less than HK$700 million to what it is today in just over a year.

With its connections to the National Integrated Circuit Industry Investment Fund and Tsinghua University's research platform, Tsinghua Microelectronics has become one of the most watched semiconductor concept companies in the Hong Kong stock market.

Even before the project has announced its products, state-owned capital is willing to offer public shareholders a price close to twice the market price at which trading was suspended, allowing them to exit the market.

Different speculations subsequently emerged.

Some believe that Qingjia's R&D investment is too large, and Jianing can no longer withstand the performance pressure in the open market.

Some speculate that the company is preparing to introduce national projects that are not suitable for disclosure within the listed company structure.

Some securities analysts also pointed out that the state capital did not seek controlling interest this time, but only bought public shares at a high price, which is a very rare transaction structure.

It appears that the state-owned assets acquired control of a listed company, not a company in question.

Rather, it is the confidential space that Jia Ning can obtain after completely disappearing from the open market.

Jia Ning did not respond to any speculation.

The announcement only mentioned long-term R&D investment, strategic industrial adjustments, and information disclosure costs, without mentioning any technical terms such as Dawn, heterogeneous computing, or high-bandwidth storage.

Qingjia still only uses eight characters to represent his official position.

New type of storage, advanced packaging.

This restrained announcement has drawn increasing attention to Genesis Capital, the company behind Canning.

……

Central, Hong Kong – Grey Line Consulting Asia-Pacific Strategic Intelligence Department.

Cen Heming spread all of Jia Ning's announcements from the past eighteen months on the long table.

The first acquisition.

The Qingjia Laboratory was established.

The National Integrated Circuit Industry Investment Fund (Big Fund) invested in the company.

The controlling shareholder issued additional shares through a private placement.

Research and development budgets have been increasing continuously.

Privatization proposals up to this day.

A reasonable business explanation can be found by looking at any one of these documents.

After arranging them chronologically, a clear path emerges.

After acquiring control of Jianing, Chuangsheng quickly divested its original trading business and redirected all its funds, equipment, and overseas procurement channels to Qingjia.

When Qingjia reached a critical juncture, the state capital did not take the opportunity to demand that Chuangsheng relinquish control. Instead, it proactively cleared out the public shares, closing the last window to the market for the project.

Cen Heming stared at the offer with a 100% premium, not turning the page for a long time.

"This money is not for acquiring a controlling stake in Jianing."

The senior intelligence analyst behind him asked in a low voice, "What for?"

"Buy confidentiality."

Cen Heming pulled out another document.

Over the past two months, Qingjia's open recruitment has suddenly shrunk dramatically.

Several equipment suppliers have cancelled their planned marketing campaigns.

Several Tsinghua professors who were usually active in industry events withdrew from the public meeting.

A research building in the northern part of Zhongguancun Science City, which has not yet been officially inaugurated, has also completed access control, communication and security upgrades in a short period of time.

These changes are enough to show that it is no longer an ordinary commercial research and development project.

"Could it just be a military order?" the analyst asked.

"Possibly."

Cen Heming closed the file.

"It could also be a technological achievement that is enough to change the valuation system."

"Continue the investigation from the supply chain?"

"Stop direct contact with Qingjia personnel and also avoid contact with core suppliers."

Cen Heming spoke in a serious tone.

"The boundaries of this project have changed."

"We only accept publicly available information, publicly available resumes of personnel, and legally obtained business records. We do not accept any materials from unclear sources."

Grayline makes money by investigating risks and would never risk putting itself into an unbearable storm just to satisfy a client's curiosity.

The analyst nodded and revised the risk label at the end of the report.

Jianing Holdings: A highly sensitive strategic technology carrier.

Qingjia Microelectronics: Suspected of achieving a major breakthrough, but the specific direction is unclear.

Chen Mo: Chairman of Chuangsheng Capital, a key figure in the actual control chain of Jianing, and deeply involved in the Qingjia project.

Cen Heming paused for a moment at the last line and then added a sentence.

We recommend that the client reassess its true standing within China's technology industry system.

The encrypted report was sent to Greyline's London headquarters.

Half an hour later, one of the summaries was sent to the strategic intelligence email address of a North American technology group.

Another document was sent to a European family office that has long focused on the Asian semiconductor industry.

……

March 21st.

Kyoto International Airport.

At 9:00 a.m., a business jet that took off from Changhu landed at the Capital Airport.

Lin Wan, Chen Liping, and Zhang Nan descended the gangway.

Outside the tarmac, a convoy of three black cars had been waiting for some time.

Wei Shan stood next to the middle vehicle.

He now had a holster attached to his waist, and two guards who had never appeared before surrounded him.

Lin Wan's heart was stirred.

Last night, Chen Mo mentioned the success of the Dawn sample in an encrypted call, but it wasn't until she saw the security setup of the national guards that she truly realized that this young man had officially stepped into the core of power and strategic vision.

Wei Shan opened the car door for her, Chen Mo waved to her, and Lin Wan got into the car.

Chen Liping and Zhang Nan boarded the van behind them.

The convoy left the airport and headed straight for Zhongguancun.

……

10:10 a.m.

In the largest meeting room in ByteDance's office area, all three teams had arrived.

Two months ago, Douyin and ByteDance signed a memorandum of understanding on the principles of absorption and integration.

Subsequently, three financial advisors, two law firms, and both audit teams entered the site simultaneously.

Today's Headlines, recommendation algorithms, GG system, data infrastructure, and overseas engineering teams were broken down into individual components.

Historical licensing fees, related-party transactions, employee stock options, and ownership of intellectual property rights have finally been verified.

What was presented to everyone was a merger plan that was close to being finalized and signed.

When Lin Wan and Chen Mo entered the meeting room, Zhang Ming was talking with the shareholders.

After a brief exchange of pleasantries, everyone took their seats.

The conference room door was closed.

On the projection screen, a set of figures that had been jointly audited and confirmed quickly appeared.

Douyin Group's estimated value in this round is $608 billion.

ByteDance's independent businesses, excluding its stake in Douyin, were valued at $62 billion.

After the merger of the two assets, the new group's overall estimated value is US$670 billion.

ByteDance's original shareholders exchanged their ByteDance shares for Douyin Class A shares, thereby obtaining approximately 35% of the economic interests in the new group.

Most of these rights and interests originally came from ByteDance's 28.35% stake in Douyin.

Xingchen Technology's economic shareholding decreased from 48.6% to approximately 44.1%.

Of the nine board seats, Xingchen retained five.

The existing Class B shares and super voting rights structure remain unchanged.

Zhang Ming and his core team are responsible for the global technology platform, recommendation algorithms, and information flow business.

Chen Liping will continue to be responsible for the group's operations, commercialization, and organizational integration.

Zhang Nan is responsible for the core products and overseas product system.

"If all parties agree on the final share swap ratio, we can sign the formal merger agreement today."

"That's what the financial advisor said."

"Subsequently submitted to the boards of directors and shareholders' meetings of both parties for approval."

"After the transaction is completed, Douyin will launch its Series C financing as a subsidiary of Uni-President Group."

An early ByteDance shareholder flipped to the shareholder rights section.

"After the merger, all of ByteDance's original shareholders will hold Class A shares."

"If Xingchen Future transfers its Class B shares, or if the voting rights of Class B shares are adjusted, we demand the right of first refusal under the same conditions."

Lin Wan shook her head.

"Economic rights can be subject to priority subscription, but Class B voting rights cannot be included in ordinary transaction terms."

"StarCraft can promise that all shareholders have the right to sell jointly in the event of a change of control."

"However, as long as control remains unchanged, the arrangement of Class B shares is an internal matter for Xingchen."

The other party still wants to try.

Zhang Ming, however, first drew a line next to the corresponding clause.

"Execute in accordance with the memorandum of principles."

"Don't waste time on issues that have already been confirmed."

During the two-month joint audit, he understood better than anyone the cost of continuing to operate the two systems separately.

Our overseas business is expanding rapidly.

The algorithm, GG, audit, and data teams deal with authorization, settlement, and liability boundaries between the two company entities every day.

Douyin no longer has time to maintain this complex structure.

The meeting moved back to the next level.

The employee stock option pool has been increased from 6% to 8%.

The anti-dilution rights of existing investors have been uniformly changed to a weighted average mechanism.

All core intellectual property rights were transferred to Douyin Group on the closing date.

Overseas user data is collected and stored by local compliant entities, and the group headquarters only accesses the processed data according to its authorized permissions.

After two hours of discussion, only three clauses remained to be adjusted in the final agreement.

The lawyers have begun printing the signature pages.

Chen Mo closed the document in front of him.

After months of delays, the absorption and merger process has finally reached its final stage.

Once the deal is completed, Toutiao, Douyin, algorithms, GG, and overseas products will be integrated into the same company.

A content empire encompassing text, images, short videos, and global recommendation and distribution will take shape years in advance.

Just now.

There was a rapid knocking on the door outside the meeting room.

Zhang Ming's assistant pushed open the door.

Ignoring the ongoing confidential meeting, she walked straight to Zhang Nan's side and whispered a few words.

Zhang Nan's expression changed rapidly.

"What happened?"

Chen Liping asked.

"The overseas version is encountering problems."

Zhang Nan took the tablet from her assistant.

The screen displays the sentiment curve just compiled by the Southeast Asia team.

Starting this morning local time, a large number of posts boycotting Douyin's overseas version appeared simultaneously on social media platforms in Thailand, Vietnam, and Indonesia.

Some have accused the platform of spreading dangerous challenges to minors.

Some claim that Douyin (TikTok's Chinese version) reads contacts, location and device information without permission and transmits local user data back to China.

Several images labeled with Douyin's data transmission path were repeatedly reposted by different accounts.

The text in the image is in Thai, Vietnamese, and Indonesian, but the arguments and structure are almost identical.

In just three hours, multiple boycott hashtags surged onto the local trending lists.

Several television stations and portal websites began to follow up with reports.

"Is it just public opinion?"

Zhang Ming asked.

"It's no longer just a matter of public opinion."

The assistant opened another document.

"The Vietnamese team received an unannounced inquiry from the relevant authorities, requiring us to explain the server location, cross-border data rules, and mechanisms for the protection of minors within 72 hours."

"Two Thai operators have requested a re-verification of Douyin's content distribution and data interfaces."

"Some Indonesian lawmakers have publicly suggested that if Douyin cannot prove its data security, it should be required to temporarily remove it from app stores."

"There are also reports that the authorities in the three locations are assessing the restrictions on visits separately."

The atmosphere in the meeting room completely changed.

One early shareholder immediately asked, "Is this information reliable?"

"No government has issued any official ban document yet."

"But the teams in all three locations have already entered emergency mode."

Zhang Nan quickly scrolled through the backend data.

"Starting at 10 a.m., new users in Indonesia dropped by 37 percent."

"Uninstallation rates are rising."

"Several top local creators have removed the collaboration logo from their homepages, and two Google clients have requested a pause in their campaigns this week."

The signature page has been printed out.

The staff member stood at the door, unsure whether they should still bring it in.

Several financial advisors quickly began to discuss in hushed tones.

Overseas business is the fastest growing part of Douyin's valuation.

The total number of registered users in the Three Kingdoms region has exceeded 50 million, with daily active users approaching 20 million.

If rumors of a ban continue to spread, the merger valuation, the scope of overseas asset transfers, and the statements and warranties made by the original shareholders will all need to be reassessed.

If the signing continues now, either party could later question whether the other party concealed significant risks.

"Suspend the signing process for now."

Chen Mo spoke.

Many people in the conference room looked at him.

A ByteDance shareholder representative frowned and asked, "How long will the suspension last?"

"Once the relevant authorities in the three regions have a clear stance, at least the first round of compliance explanations should be completed."

Chen Mo said.

"The merger framework and all agreed-upon terms will be retained."

"The joint audit will continue, and the share swap benchmark date will be temporarily frozen. We will not renegotiate the terms based on public opinion over the past few days."

"However, a formal agreement cannot be signed until all major adverse changes have been identified."

Lin Wan then added, "Xingchen agrees to share the investigation costs of this incident."

"Douyin and ByteDance's legal, data, and public relations teams immediately merged to respond, and the information generated during this period was simultaneously made available to all shareholders."

This arrangement prevents anyone from taking the opportunity to lower Douyin's valuation or raise ByteDance's share swap price again.

Zhang Ming did not hesitate.

"agree."

Other major shareholders also nodded in agreement.

The formal agreement on the table was put back into the document bag.

The merger and acquisition meeting, which was about to end, was turned into an overseas crisis coordination meeting.

The video system is now open.

The team leaders from Thailand, Vietnam, and Indonesia came online one after another.

Content moderation, privacy policies, data storage, government communication, and creator reassurance were broken down into five lines.

Chen Liping is responsible for emergency coordination at the group level.

Zhang Nan took over product and user response.

Zhang Ming led the algorithm and data team to check all permission call records.

Lin Wan then instructed Xingchen Legal to contact law firms in the three locations and simultaneously retrieve the behind-the-scenes accounts, GG advertising, and the source of funds.

Chen Mo sat in the main seat and reviewed the most widely circulated data path diagrams again.

Three languages.

Same color scheme.

Same arrow.

Even several server nodes that should have changed according to the local network conditions were drawn in the same location.

Someone had prepared the entire set of materials in advance.

Chen Mo was not surprised.

Douyin has stolen GG's time and the attention of young people in the country.

Once they go abroad, they also come into contact with the interests of local media groups, telecommunications channels, cultural discourse power, and international internet giants.

When an app from China starts appearing on the phones of tens of millions of overseas users, those who used to stand by and watch will naturally become restless.

In the past, similar allegations of data security, protection of minors, and national security have repeatedly been leveled against short video platforms worldwide.

Now that Douyin has completed its overseas expansion ahead of schedule, it has also faced encirclement and suppression ahead of schedule.

Chen Mo knew that a storm was inevitable.

Unexpectedly, the other party chose to make their move on the very day the merger was finalized.

Was it to sabotage the merger, or did someone control the meeting schedule?

He has no answer yet.

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