Core Viewpoint - The control change of Tianchuang Fashion has been finalized, with Anhui Xianrui Investment Holding Co., Ltd. becoming the controlling shareholder, raising questions about whether this move is aimed at better transformation or a reverse merger [1][3]. Group 1: Shareholder Changes - Tianchuang Fashion announced the signing of a share transfer agreement, where the previous controlling shareholders, Quanzhou Hetian Investment Partnership and Gaochuang Co., Ltd., will transfer shares to Anhui Xianrui, resulting in a decrease of their holdings to 6.5% and 4.61% respectively, while Anhui Xianrui will hold 19.95% [3][4]. - Anhui Xianrui was established specifically for this equity change, with a registered capital of 150 million yuan, fully controlled by Cixing Group, whose founder is Hu Xiangen [3][4]. Group 2: Board Restructuring - Following the share transfer, a new board of directors will be formed within 20 days after the disclosure of Tianchuang Fashion's 2026 semi-annual report, with Anhui Xianrui having the right to nominate 3 non-independent directors and 2 independent directors [4][5]. - The restructuring indicates that Hu Xiangen will have significant control over Tianchuang Fashion's operational decisions, while the original shareholders will retain limited influence [5]. Group 3: Financial Performance - Tianchuang Fashion has reported declining financial performance, with revenues of 744 million yuan in the first three quarters of 2025, down 7.12% year-on-year, and a loss of 5.23 million yuan [6]. - In 2024, the company recorded revenues of 1.099 billion yuan, a decrease of 13.74%, with a loss of 90.81 million yuan [6][7]. - In contrast, Cixing Group, the acquirer, reported revenues of 2.156 billion yuan and 1.59 billion yuan for 2024 and the first nine months of 2025, respectively, with net profits of 220 million yuan and 242 million yuan [7]. Group 4: Market Speculation - Industry experts speculate that the acquisition may serve as a vehicle for a reverse merger, as Cixing Group's core business in bearing manufacturing is unrelated to Tianchuang Fashion's footwear operations [8]. - There are concerns that if Tianchuang Fashion abandons its core footwear business, it may lose its brand foundation, but a strategic transformation could enhance operational efficiency and product competitiveness [10].

（编辑 丛可心） 证券日报网讯 12月29日，天创时尚在互动平台回答投资者提问时表示，公司股票（证券代码： 603608）、公司可转债（债券代码：113589）已于2025年12月29日（星期一）开市起复牌。 ...

中国经济网北京12月29日讯 天创时尚(603608.SH)27日发布关于筹划控制权变更事项进展暨复牌 的公告。经公司向上海证券交易所申请，公司股票、可转债债券以及可转债转股自2025年12月22日、 2025年12月24日开市起停牌，公司股票、可转债债券以及可转债转股自2025年12月29日（星期一）开 市起复牌。 本次权益变动后，泉州禾天持有公司股份比例减少至6.50%；香港高创持有公司股份比例减少至 4.61%；安徽先睿持有公司股份比例增加至19.95%。本次权益变动不构成关联交易，不触及要约收 购。上述权益变动完成后，公司控股股东将变更为安徽先睿，实际控制人将变更为胡先根。 天创时尚停牌前一交易日即12月19日涨停，收报8.33元，涨幅10.04%；今日开盘报9.16元，涨幅 一度达到9.96%。 天创时尚27日发布关于控股股东、实际控制人拟发生变更的提示性公告。2025年12月26日，天创 时尚控股股东泉州禾天投资合伙企业（普通合伙）（以下简称"泉州禾天"或"乙方1"）、第二大股东高创 有限公司（以下简称"香港高创"或"乙方2"），（以上双方合称"转让方"）及实际控制人李林与安徽先睿 投资控股有限公 ...

Core Viewpoint - Tianchuang Fashion has finalized a control change with Anhui Xianrui Investment Holding Co., which will become the new controlling shareholder after acquiring 19.95% of the company's shares at a price of 7.5 yuan per share, totaling 628 million yuan [2][3]. Group 1: Share Transfer Details - Quanzhou Hetian and Gaochuang Limited will transfer a total of 83.736 million shares, representing 19.95% of Tianchuang Fashion's total share capital, to Anhui Xianrui [2][3]. - The share transfer includes Quanzhou Hetian transferring 45.959 million shares (10.95%) for 345 million yuan and Gaochuang Limited transferring 37.7745 million shares (9.00%) for 283 million yuan [3]. - Post-transfer, Quanzhou Hetian's shareholding will decrease to 6.50%, Gaochuang Limited to 4.61%, and Anhui Xianrui will hold 19.95% [3]. Group 2: Shareholder Commitments - Quanzhou Hetian and its actual controller Li Lin have committed not to transfer their remaining shares for 36 months post-transaction, while Gaochuang Limited has a 24-month commitment [3][4]. - Anhui Xianrui and its controlling shareholder have committed not to transfer the acquired shares for 60 months and not to pledge them for 36 months [3][4]. Group 3: Board Restructuring - Tianchuang Fashion will complete a board restructuring within 20 days after disclosing its 2026 semi-annual report, with Anhui Xianrui nominating 5 out of 7 board members [4]. - The new board will include 3 non-independent directors and 2 independent directors nominated by Anhui Xianrui, with the chairman being one of the nominated directors [4]. Group 4: Anhui Xianrui and Hu Xian Gen - Anhui Xianrui was established specifically for this equity change, with a registered capital of 150 million yuan, fully controlled by Cixing Group [5]. - Hu Xian Gen, the founder of Cixing Group, is 80 years old and holds 81.85% of the group's shares [5]. Group 5: Funding Sources for Acquisition - The acquisition will be funded through a combination of self-owned and self-raised funds, with at least 314 million yuan coming from self-owned funds [6]. - Cixing Group has obtained a loan intention letter from Agricultural Bank of China for the self-raised portion [6]. Group 6: Cixing Group Overview - Cixing Group is a leading enterprise in the bearing industry, specializing in the R&D, production, and sales of precision transmission components [6]. - The company has a production capacity of approximately 2.8 billion yuan and operates multiple subsidiaries across China and abroad [6]. Group 7: Financial Performance - Cixing Group reported revenues of 1.497 billion yuan in 2022, 1.803 billion yuan in 2023, and 2.156 billion yuan in 2024, with a net profit of 165 million yuan in 2023 [7]. - Tianchuang Fashion has faced declining revenues and profitability, with a reported revenue of 744 million yuan in the first three quarters of 2025, a year-on-year decrease of 7.12% [7].

Core Viewpoint - Tianchuang Fashion has signed a share transfer agreement with Anhui Xianrui Investment Holding Co., Ltd., resulting in a significant change in its major shareholders and actual controllers [1][2]. Group 1: Share Transfer Details - Quanzhou Hetian plans to transfer 45.959 million shares (approximately 10.95% of total shares) to Anhui Xianrui, while Hong Kong Gaochuang will transfer 37.7745 million shares (approximately 9% of total shares) [1]. - The share transfer price is set at 7.50 yuan per share, with a total transaction value of 628 million yuan for Anhui Xianrui [1]. - After the transfer, Anhui Xianrui will hold 83.7335 million shares (approximately 19.95% of total shares), while Quanzhou Hetian's stake will decrease from 17.45% to 6.5%, and Hong Kong Gaochuang's stake will decrease from 13.61% to 4.61% [2]. Group 2: Company Background - Anhui Xianrui was established on December 17, 2025, as a wholly-owned subsidiary of Cixing Group, with a registered capital of 150 million yuan [2]. - Cixing Group, founded in 1985, is a top 500 Chinese machinery industry company and one of the top ten companies in the bearing industry, focusing on precision ball bearings and related products [4]. - Cixing Group has eight production subsidiaries in China and has established production bases in Mexico and Detroit, USA [4]. Group 3: Financial Performance - For the first three quarters of 2025, Tianchuang Fashion reported revenue of 744 million yuan, a year-on-year decrease of 7.12%, and a net profit attributable to shareholders of -5.2257 million yuan [7]. - Cixing Group achieved revenue of 1.590 billion yuan and a net profit of 242 million yuan for the first three quarters of 2025 [4].

Core Viewpoint - Tianchuang Fashion (603608.SH) is undergoing a change in control, with Anhui Xianrui Investment Holding Co., Ltd. set to become the new controlling shareholder after signing a share transfer agreement with current shareholders [2][3] Group 1: Share Transfer Details - The share transfer involves a total of 83.73 million shares, representing 19.95% of the company's total equity, at a price of 7.5 yuan per share, totaling 628 million yuan [2][3] - After the transfer, Quanzhou Hetian's shareholding will decrease to 6.50%, and Gaochuang Limited's shareholding will decrease to 4.61%, while Anhui Xianrui will hold 19.95% [3] - The transfer does not constitute a related party transaction and does not trigger a mandatory tender offer [3] Group 2: Governance Changes - Following the share transfer, Tianchuang Fashion will complete a board of directors' re-election within 20 days after the disclosure of the 2026 semi-annual report [4] - The new board will consist of 7 directors, with Anhui Xianrui nominating 3 non-independent directors and 2 independent directors, while Quanzhou Hetian and Gaochuang Limited will nominate 1 independent director [4] - There are commitments from the current shareholders not to seek control of Tianchuang Fashion during the transition period [4] Group 3: Anhui Xianrui and Hu Xian Gen - Anhui Xianrui was established specifically for this equity change, with a registered capital of 150 million yuan, fully controlled by Cixing Group [5] - Hu Xian Gen, the founder of Cixing Group, is 80 years old and holds 81.85% of the group's shares [5] Group 4: Financial Background of Cixing Group - Cixing Group is a leading enterprise in the bearing industry, specializing in the R&D, production, and sales of precision transmission components, with annual revenue of approximately 2.8 billion yuan [6] - The company has a significant presence in the industrial robot core components sector and has established production bases in Mexico and Detroit, USA [6] Group 5: Financial Performance of Cixing Group - Cixing Group's financial performance over the past three years shows revenues of 1.497 billion yuan in 2022, 1.803 billion yuan in 2023, and projected revenues of 2.156 billion yuan in 2024 [7] - The net profit fluctuated from a loss of 28.04 million yuan in 2022 to a profit of 220 million yuan in 2024 [7] Group 6: Tianchuang Fashion's Financial Challenges - Tianchuang Fashion has faced declining revenue and profitability, with a reported revenue of 744 million yuan in the first three quarters of 2025, a year-on-year decrease of 7.12% [7]

Group 1 - The core point of the news is the change in the controlling shareholder of Tianchuang Fashion, which will now be Anhui Xianrui Investment Holding Co., Ltd., with the actual controller changing from Li Lin to Hu Xiangen [2][3] - Tianchuang Fashion's stock price was reported at 8.33 yuan per share as of December 19, reflecting a year-to-date increase of 123.92% [2] - The share transfer agreement involves the transfer of approximately 45.96 million shares and 37.77 million shares from the current major shareholders to Anhui Xianrui at a price of 7.5 yuan per share, totaling 19.95% of the company's total share capital [2] Group 2 - Tianchuang Fashion's main business focuses on fashion footwear and apparel, covering the entire industry chain from product planning, design, production, logistics, branding, to retail services [3] - For the first three quarters of 2025, Tianchuang Fashion reported a revenue of 744 million yuan, a year-on-year decrease of 7.12%, and a net profit attributable to shareholders of the listed company of -5.23 million yuan, indicating a reduction in losses [3]

Group 1: Tianchuang Fashion (天创时尚) - Tianchuang Fashion announced a change in control with the signing of a share transfer agreement on December 26, where its major shareholder, Quanzhou Hetian Investment Partnership, will transfer 45.96 million shares (approximately 10.95% of total shares) to Anhui Xianrui Investment Holdings [1] - After the transfer, Anhui Xianrui will hold 83.73 million shares, representing 19.95% of Tianchuang Fashion, while Quanzhou Hetian's stake will decrease from 17.45% to 6.5%, and Hong Kong Gaochuang's stake will decrease from 13.61% to 4.61% [1] - The share transfer price is set at 7.5 yuan per share, totaling 628 million yuan, with Quanzhou Hetian receiving 345 million yuan and Hong Kong Gaochuang receiving 283 million yuan [1][2] - Tianchuang Fashion reported a revenue of 744 million yuan and a net loss of 5.226 million yuan for the first three quarters of 2025 [2] Group 2: Aolian Electronics (奥联电子) - Aolian Electronics announced a change in control on December 26, with its major shareholder, Guangxi Ruiying Asset Management, signing a share transfer agreement to transfer 32.67 million shares (19.09% of total shares) to Tianjin Chaocheng Innovation Technology [4] - The transfer price is set at 630 million yuan, and after the transfer, the controlling shareholder will change to Tianjin Chaocheng, with Zhang Yan as the new actual controller [4] - Aolian Electronics reported a revenue of approximately 324 million yuan and a net profit of 3.329 million yuan for the first three quarters of 2025 [5]

Group 1: Tianchuang Fashion (天创时尚) - Tianchuang Fashion announced a share transfer agreement on December 26, where its controlling shareholder, Quanzhou Hetian Investment Partnership, will transfer 45.959 million shares (approximately 10.95% of total shares) to Anhui Xianrui Investment Holdings [1] - Hong Kong Gaochuang will transfer 37.7745 million shares (approximately 9% of total shares) to Anhui Xianrui, resulting in Anhui Xianrui holding 83.7336 million shares (approximately 19.95% of total shares) post-transfer [1] - The share transfer price is set at 7.5 yuan per share, totaling 628 million yuan, with Quanzhou Hetian receiving 345 million yuan and Hong Kong Gaochuang receiving 283 million yuan [1] - After the transfer, Quanzhou Hetian's shareholding will decrease from 17.45% to 6.5%, and Hong Kong Gaochuang's from 13.61% to 4.61%, changing the controlling shareholder to Anhui Xianrui and the actual controller to Hu Xiangen [1] - For the first three quarters of 2025, Tianchuang Fashion reported revenue of 744 million yuan and a net loss of 5.226 million yuan [2] - Tianchuang Fashion's stock will resume trading on December 29, 2025, with a previous closing price of 8.33 yuan per share and a total market capitalization of 3.496 billion yuan [2] Group 2: Aolian Electronics (奥联电子) - Aolian Electronics announced a share transfer agreement on December 26, where its controlling shareholder, Guangxi Ruiying Asset Management, will transfer 32.6667 million shares (19.09% of total shares) to Tianjin Chaocheng Innovation Technology [4] - The transfer price is set at 630 million yuan, and after the transfer, the controlling shareholder will change to Chaocheng Innovation, with Zhang Yan as the new actual controller [4] - The funding for this transaction will come from Chaocheng Innovation's own and legally raised funds, with a focus on recognizing Aolian Electronics' value [4] - Aolian Electronics, established in June 2001, specializes in automotive power control components and was listed on the Shenzhen Stock Exchange in December 2016 [4] - For the first three quarters of 2025, Aolian Electronics reported revenue of approximately 324 million yuan and a net profit of 3.329 million yuan [5] - Aolian Electronics' stock will also resume trading on December 29, 2025, with a previous closing price of 22.68 yuan per share and a total market capitalization of 3.881 billion yuan [5]

Group 1 - The core point of the article is that Tianchuang Fashion announced a share transfer agreement where its major shareholders, Quanzhou Hetian and Hong Kong Gaochuang, will transfer a total of 19.95% of the company's shares to Anhui Xianrui at a price of 7.50 yuan per share, resulting in a change of control to Anhui Xianrui and its actual controller Hu Xiangen [1] - After the share transfer, Quanzhou Hetian's shareholding will decrease to 6.50%, Hong Kong Gaochuang's shareholding will decrease to 4.61%, and Anhui Xianrui will hold 19.95% of the shares [1] - Anhui Xianrui is a wholly-owned subsidiary of Cixing Group, which specializes in the research, production, and sales of precision transmission components, particularly in the automotive sector, and is recognized as a leading player in the domestic bearing industry [1] Group 2 - Anhui Xianrui and its actual controller Hu Xiangen have committed not to sell, merge, or engage in joint ventures or collaborations involving the company's assets and business within the next 12 months, nor do they have plans for significant asset restructuring within 36 months post-transfer [2]