湖南天雁机械股份有限公司 收购报告书 上市公司名称：湖南天雁机械股份有限公司 股票上市地点：上海证券交易所 股票简称：湖南天雁/天雁 B 股 股票代码：600698/900946 收购人名称：中国长安汽车集团有限公司 住所：重庆市江北区建新东路 260 号 通讯地址：重庆市江北区建新东路 260 号 签署日期：2025 年 7 月 收购人声明 一、本报告书依据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司收购管理办法》《公开发行证券的公司信息披露内容与格式准则第 16 号 ——上市公司收购报告书》及相关的法律、法规及部门规章的有关规定编制。 二、依据《中华人民共和国证券法》《上市公司收购管理办法》《公开发行 证券的公司信息披露内容与格式准则第 16 号——上市公司收购报告书》的规定， 本报告书已全面披露收购人在湖南天雁机械股份有限公司拥有权益的股份。 截至本报告书签署日，除本报告书披露的相关信息外，收购人没有通过任何 其他方式在湖南天雁机械股份有限公司拥有权益。 三、收购人签署本报告书已获得必要的授权和批准，其履行亦不违反收购人 章程或内部规则中的任何条款，或与之相冲突。 四、本次收购系经国务院 ...

Core Viewpoint - The acquisition of Hunan Tianyan Machinery Co., Ltd. by China Chang'an Automobile Group Co., Ltd. is a result of the restructuring of the China Ordnance Equipment Group, which involves the separation of its automotive business into a newly established entity. This acquisition does not change the actual controller of the listed company, which remains the State-owned Assets Supervision and Administration Commission of the State Council [1][8]. Group 1: Acquisition Details - The acquisition involves the indirect holding of 37.25% of Hunan Tianyan by China Chang'an Automobile, making it the indirect controlling shareholder [1][8]. - The acquisition is exempt from the requirement to make a public offer for additional shares, as the actual controller of Hunan Tianyan remains unchanged [1][25]. Group 2: Financial Advisor's Role - CITIC Securities serves as the financial advisor for the acquisition, ensuring compliance with relevant laws and regulations while conducting due diligence [1][5]. - The financial advisor confirms that all information provided by the acquirer is accurate and complete, and it assumes no responsibility for investment decisions made based on this report [2][5]. Group 3: Financial Status of the Acquirer - China Chang'an Automobile was established on July 27, 2025, with a registered capital of 2 billion yuan and a total asset value of approximately 5.32 billion yuan as of May 31, 2025 [10][11]. - The company has a debt-to-asset ratio of 18.84%, indicating a stable financial position [11]. Group 4: Management and Operational Integrity - The acquirer has committed to maintaining the independence of Hunan Tianyan in terms of operations, assets, and finances, ensuring no adverse impact on the listed company's stability [18][20]. - There are no plans for significant changes in the management structure or business operations of Hunan Tianyan following the acquisition [14][15]. Group 5: Compliance and Regulatory Aspects - The acquisition has received the necessary approvals and is in compliance with the relevant regulatory frameworks, including the Company Law and Securities Law [10][13]. - The financial advisor has verified that there are no undisclosed related party transactions between the acquirer and Hunan Tianyan [22][23].

Core Viewpoint - The acquisition of Hunan Tianyan Machinery Co., Ltd. by China Changan Automobile Group Co., Ltd. is a result of the restructuring of China Ordnance Equipment Group Co., Ltd., which involves the division of its automotive business into a newly established company, China Changan Automobile. This acquisition does not change the actual controller of Hunan Tianyan, which remains under the State-owned Assets Supervision and Administration Commission of the State Council [2][11][15]. Group 1: Acquisition Details - The acquisition is based on the division of 100% equity of Chen Zhi Automotive Technology Group Co., Ltd. to China Changan Automobile, which indirectly holds 37.25% of Hunan Tianyan's shares [4][11][13]. - The acquisition has been approved by the State Council and does not require a public offer due to the nature of the equity transfer between entities under the same actual controller [2][15]. - China Changan Automobile was established on July 27, 2025, and is a wholly state-owned enterprise [6][7]. Group 2: Financial Overview - As of May 31, 2025, China Changan Automobile's total assets amounted to 5,318,632.34 million yuan, with total liabilities of 1,002,180.93 million yuan, resulting in a net asset value of 4,316,451.41 million yuan and an asset-liability ratio of 18.84% [9][8]. - The registered capital of China Changan Automobile is 2,000,000 million yuan, while the registered capital of China Ordnance Equipment Group was adjusted to 1,656,495.21 million yuan post-division [14]. Group 3: Strategic Intent - The acquisition aims to enhance the competitiveness of China Changan Automobile in the global automotive market, particularly in the field of new energy vehicles, aligning with national strategies for optimizing state-owned enterprises [11][12]. - The restructuring is intended to leverage the strengths of various automotive enterprises under China Changan to foster innovation and improve core competitiveness in the automotive industry [11][12].

信息披露义务人声明 一、本报告书系信息披露义务人依据《中华人民共和国公司法》《中华人民 共和国证券法》《上市公司收购管理办法》《公开发行证券的公司信息披露内容 与格式准则第15号——权益变动报告书》及相关法律、法规和规范性文件编写。 二、信息披露义务人签署本报告书已获得必要的授权和批准。 湖南天雁机械股份有限公司 简式权益变动报告书 上市公司名称：湖南天雁机械股份有限公司 股票上市地点：上海证券交易所 股票简称：湖南天雁 天雁B股 股票代码：600698 900946 信息披露义务人：中国兵器装备集团有限公司 住所：北京市西城区三里河路46号 通讯地址：北京市海淀区车道沟十号院 股份变动性质：股份减少（公司分立） 签署日期：2025年7月29日 三、依据《中华人民共和国证券法》《上市公司收购管理办法》及《公开发 行证券的公司信息披露内容与格式准则第15号——权益变动报告书》的规定，本 报告书已全面披露信息披露义务人在湖南天雁机械股份有限公司中拥有权益的 股份变动情况。截至本报告书签署之日，除本报告书披露的信息外，上述信息披 露义务人没有通过任何其他方式增加或减少其在湖南天雁机械股份有限公司中 拥有权益的股份。 ...

分组1 - Shijia Photon reported a revenue of 993 million yuan for the first half of the year, a year-on-year increase of 121.12% [1] - The net profit attributable to shareholders reached 217 million yuan, reflecting a significant year-on-year growth of 1712% [1] - The company has successfully developed new products for data centers and AI computing, including high-power CWDFB lasers and high-temperature FAU devices [1] 分组2 - Hunan Tianyan announced that China Changan Automobile has become its indirect controlling shareholder after a division of the Weaponry Equipment Group [2] - Following the division, China Changan Automobile holds 37.25% of Hunan Tianyan through Chen Zhi Group, maintaining the actual controller as the State-owned Assets Supervision and Administration Commission [2] 分组3 - Dong'an Power stated that its indirect controlling shareholder has changed to China Changan Automobile after the division of the Weaponry Equipment Group [2] - China Changan Automobile now holds 50.93% of Dong'an Power's total shares through Chen Zhi Group [2] 分组4 - Wantong Intelligent signed an exclusive authorization agreement with Shanghai Shenming Aosi Semiconductor Technology, allowing it to produce and sell boards based on the Fellow 1 model chip for five years [3] - This collaboration is expected to positively impact the company's future operations and aligns with its long-term development strategy [3] 分组5 - WuXi AppTec plans to adjust the upper limit for its share repurchase price from 90.72 yuan to 114.15 yuan per share [4] 分组6 - Xinya Electronics reported that the revenue from high-frequency and high-speed copper cable connectors accounted for only 3.31% of its total revenue as of the 2024 annual report [5] - The company experienced abnormal stock trading fluctuations with a cumulative price deviation exceeding 20% over three consecutive trading days [5] 分组7 - Huajin Technology plans to acquire 6% of Crystal Integrated's shares for a total price of 2.393 billion yuan, with a transfer price of 19.88 yuan per share [6] - This transaction does not constitute a related party transaction or a major asset restructuring [6] 分组8 - Fangbang Co. reported that the sales revenue from its peelable copper products accounted for less than 0.3% of its main business revenue in the first half of the year [8] - The company is monitoring potential market demand increases due to the adoption of CoWoP technology by leading overseas companies [8]

Group 1 - The latest stock price of Hunan Tianyan is 11.17 yuan, up 0.72% from the previous trading day, with a highest intraday price of 11.44 yuan and a lowest of 10.90 yuan, and a trading volume of 1.114 million hands, amounting to 1.242 billion yuan [1] - Hunan Tianyan operates in the automotive parts industry, focusing on the research, production, and sales of automotive components, including turbochargers and engine parts [1] - On July 29, Hunan Tianyan announced that its indirect controlling shareholder, the Equipment Group, is undergoing a division, with its automotive business being transferred to the newly established China Changan Automobile. After the division, China Changan Automobile will indirectly hold 37.25% of Hunan Tianyan's shares through Chen Zhi Group, becoming the new indirect controlling shareholder [1] Group 2 - On July 29, Hunan Tianyan experienced a net outflow of main funds amounting to 37.1821 million yuan, which accounts for 0.4% of its circulating market value [2]

Group 1 - The State-owned Assets Supervision and Administration Commission announced the establishment of China Chang'an Automobile Group Co., Ltd., which will be managed by the State Council [2] - The Hong Kong Monetary Authority released documents regarding the regulatory framework for stablecoin issuers, effective from August 1, 2025 [3] - The Ministry of Finance reported that from January to June 2025, state-owned enterprises had total operating revenue of 4,074.96 billion yuan, a year-on-year decrease of 0.2% [3] Group 2 - Zhejiang Province's Science and Technology Department proposed measures to enhance financial support for innovation, aiming for 80% of new listed companies in the technology sector by 2027 [4] - Companies such as Chang'an Automobile and Dong'an Power have undergone changes in their indirect controlling shareholders to China Chang'an Automobile [6] - Shijia Photon reported a net profit of 217 million yuan for the first half of the year, a year-on-year increase of 1712% [6]

Macro Dynamics - In the first half of the year, state-owned enterprises' total operating revenue decreased by 0.2% year-on-year, amounting to 4,074.96 billion yuan, while total profit fell by 3.1% to 218.25 billion yuan [1] - The taxes payable by state-owned enterprises also saw a decline of 0.8%, totaling 300.26 billion yuan [1] - As of the end of June, the asset-liability ratio of state-owned enterprises increased by 0.3 percentage points to 65.2% [1] Financial Institutions - Wang Xiaohang, former vice president of Ant Group, has been appointed as the Chief Technology Officer (CTO) of Ping An Group, bringing nearly 20 years of experience in the "finance + technology" sector [7] Market Data - The ChiNext Index rose by 1.86%, with strong performances in the pharmaceutical and steel sectors, while the overall market saw a trading volume exceeding 1.8 trillion yuan [8] - As of July 28, the financing balance on the Shanghai Stock Exchange reached 989.90 billion yuan, an increase of 11.71 billion yuan from the previous trading day [9] Company Dynamics - Apple announced the closure of its first direct store in Dalian, marking its first store closure in China, effective August 9, 2025 [11] - WuXi AppTec plans to adjust the upper limit of its share repurchase price from 90.72 yuan to 114.15 yuan per share, with its stock price rising significantly following the announcement [12] - Wanhua Chemical has resumed normal production at its facilities in Fujian after a maintenance shutdown [13] - China Chang'an Automobile has become the indirect controlling shareholder of Hunan Tianyan following a corporate restructuring [14] - Zhixiang Jintai received approval for clinical trials of its dual-specific antibody for passive immunity against rabies in children and adolescents [15]

Group 1 - Anhui Construction won a joint bid for the Chongqing Rongchang to Sichuan Zigong expressway project, with a total estimated investment of 3.614 billion yuan and a construction period of 3 years [1] - Hongfa Co. reported a net profit of 964 million yuan for the first half of 2025, a year-on-year increase of 14.19%, with revenue of 8.347 billion yuan, up 15.43% [1][2] - Lujiazui's net profit for the first half of 2025 was 815 million yuan, a decrease of 7.87%, despite a revenue increase of 33.91% to 6.598 billion yuan [3] - Enhua Pharmaceutical achieved a net profit of 700 million yuan, up 11.38%, with revenue of 3.010 billion yuan, an increase of 8.93% [4][5] - China CNR signed several major contracts totaling approximately 32.92 billion yuan, covering various sectors including urban rail vehicles and wind power equipment [6] - WanTong Intelligent signed an exclusive sales and cooperation agreement in the embodied intelligence field, gaining global sales rights for specific chip-based products [7][8] Group 2 - Liansheng Technology's subsidiary received a government subsidy of 13.5 million yuan, accounting for 12.24% of the company's latest audited net profit [9] - Guobang Pharmaceutical reported a net profit of 456 million yuan, a year-on-year increase of 12.60%, with revenue of 3.026 billion yuan, up 4.63% [10] - Baotai expects a net loss of 110 to 140 million yuan for the first half of 2025, a reduction in loss compared to the previous year [11] - Sains expects a net profit decrease of 57.53% to 60.13%, with projected revenue growth of 15.17% to 23.59% [12] - Nanya New Materials anticipates a net profit of 80 to 95 million yuan for the first half of 2025, an increase compared to the previous year [13] - Tian Pharmaceutical's subsidiary passed the consistency evaluation for a peritoneal dialysis solution [14] Group 3 - Shede Liquor announced the resignation of director Ni Qiang due to work reasons [15] - Greentown Water plans to transfer assets and liabilities of its ASEAN subsidiary to improve resource allocation [16] - Beibu Gulf Port's subsidiary signed an associated transaction contract worth 11.199 million yuan [17] - Beibu Gulf Port announced multiple resignations of directors and executives [18] - Jidian Co. reported the resignation of its deputy general manager due to work changes [19] - Wanhua Chemical's industrial park in Fujian resumed production after maintenance [20] Group 4 - Shanghai Pharmaceuticals received approval for a clinical trial of a new indication for its B019 injection [21] - Jianbang Co. reported a net profit of 69.66 million yuan, a decrease of 27.72%, with revenue of 307 million yuan, down 15.37% [23] - Jianbang Co. plans to use up to 400 million yuan of idle funds for cash management [25] - Wanfu Bio's subsidiary obtained multiple medical device registrations [28] - Hunan Tianyan announced a change in its controlling shareholder to China Chang'an Automobile Group [29][30] - Xizhuang Co. plans to establish a joint venture for sustainable aviation fuel [32]

人民财讯7月29日电，湖南天雁（600698）7月29日晚间公告，经国务院批准，兵器装备集团实施存续分 立，分立为兵器装备集团(存续企业)和中国长安汽车(新设企业)。分立前兵器装备集团持有的辰致集团 100%股权分立至中国长安汽车，兵器装备集团不再持有湖南天雁股份。本次收购后，中国长安汽车通 过辰致集团间接持有湖南天雁3.98亿股股份，占湖南天雁总股本的37.25%，为湖南天雁间接控股股东； 国务院国资委仍为湖南天雁实际控制人。 ...