证券代码：605255 证券简称：天普股份 公告编号：2025-045 宁波市天普橡胶科技股份有限公司 关于股票交易停牌核查结果暨复牌的公告 | 证券代码 | 证券简称 | 停复牌类型 | | 停牌起始日 | 停牌 期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | --- | | 605255 | 天普股份 | A 股 | 复牌 | | | 2025/9/17 | 2025/9/18 | 根据《上海证券交易所上市公司自律监管指引第 4 号——停复牌》《上海证券 交易所股票上市规则》等相关规定，经向上海证券交易所申请，本公司股票于 2025 年 9 月 18 日（星期四）开市起复牌。 ● 公司股票于 2025 年 8 月 22 日至 9 月 10 日连续 11 个交易日涨停，短期涨 幅与同期上证指数、汽车零部件行业指数存在严重偏离。为维护投资者利益，公 司就股票交易情况进行了核查。公司郑重提醒广大投资者，公司股价可能存在短 期涨幅较大后下跌的风险，请投资者务必充分了解二级市场交易风险，切实提高 风险意识，理性决策、审慎投资。 ● 四名自 ...

Core Viewpoint - The company will resume trading on September 18, 2025, after a significant stock price increase of 185.29% over 11 consecutive trading days from August 22 to September 10, 2025 [1] Company Performance - In the first half of 2025, the company reported revenue of 151 million yuan, a year-on-year decrease of 3.44% [1] - The net profit attributable to shareholders was 11.298 million yuan, reflecting a year-on-year decline of 16.08% [1] Stock Trading and Risks - The stock price has significantly deviated from the Shanghai Composite Index and the automotive parts industry index, indicating potential for a rapid decline [1] - There is uncertainty regarding the change in company control, which may affect compliance with listing conditions due to the distribution of shares [1] - The acquisition plan by Zhonghao Xinying lacks asset injection, and there is a risk of transaction termination [1]

Core Viewpoint - The control transfer of Ningbo Tianpu Rubber Technology Co., Ltd. involves significant financial commitments and strategic arrangements to ensure stability and future growth under new management [1][2]. Group 1: Control Transfer Details - The control transfer involves three main entities: Zhonghao Xinying Technology Co., Ltd., Hainan Xinfan Enterprise Management Partnership, and Fang Donghui, with a total acquisition cost of 2.123 billion yuan [1]. - Over 90% of the core acquisition funds have already been secured [1]. - Zhonghao Xinying's contingent liabilities from previous agreements amount to approximately 1.731 billion yuan, with 36 investors having signed waivers for 1.068 billion yuan of these liabilities [1][2]. Group 2: Financial Stability and Risk Management - The maximum exposure for the remaining investors who have not signed waivers is 664 million yuan, with preliminary agreements for 479 million yuan [2]. - The company has sufficient liquidity, with current assets of 1.821 billion yuan and an additional 800 million yuan in unused bank credit, which can cover potential repurchase obligations [2]. - A comprehensive equity lock-up and non-pledge commitment system has been established to prevent instability post-control transfer, including a 36-month non-pledge agreement [2]. Group 3: Future Outlook - The change in control is expected to introduce new productive capabilities and lay the groundwork for future transformation and upgrades [2]. - With the fulfillment of commitments and the finalization of the transaction, the company is anticipated to overcome operational bottlenecks under the guidance of the new controlling entity [2].

Core Viewpoint - The transfer of control at Tianpu Co., Ltd. is aimed at addressing the company's challenges in transitioning to the new energy vehicle market, with the new controlling party expected to enhance business quality and shareholder value [2][3]. Group 1: Control Transfer and Financial Arrangements - Tianpu Co., Ltd. held an investor briefing on September 16 regarding the transfer of control, with key figures present to clarify the status of acquisition funds and commitments related to shareholding [1]. - The acquisition involves a total funding of 21.23 billion yuan, with over 90% of the core funds already in place, ensuring compliance and clarity in funding sources [5][4]. - The acquisition structure includes a combination of share transfer and capital increase, with significant investments from new stakeholders [2][5]. Group 2: Market Context and Company Performance - Tianpu Co., Ltd. has faced declining profits, with net profits hovering between 20 million to 30 million yuan over the past three years, and a 16.08% year-on-year decline in the first half of 2025 [2]. - The company's stock price surged from 26.64 yuan to 76 yuan per share following the announcement of the control transfer, reflecting market optimism [2]. Group 3: Stakeholder Commitments and Regulatory Compliance - The new controlling party, Zhonghao Xinying, has committed to a comprehensive lock-up and non-pledge agreement for 36 months to stabilize control post-acquisition [1][6]. - The transaction has triggered a mandatory tender offer, with the offer price set at 23.98 yuan per share, meeting regulatory requirements [3]. Group 4: Risk Management and Future Outlook - Tianpu Co., Ltd. has implemented measures to mitigate potential delisting risks associated with the tender offer, including a "bottom line clause" to ensure remaining shareholders can sell their shares at the offer price if delisting occurs [7]. - The company has made progress in obtaining waivers for contingent liabilities related to previous financing agreements, significantly reducing potential risks [8].

Group 1 - The Ministry of Commerce and eight other departments issued 19 specific measures to expand service consumption, focusing on enhancing service quality and promoting consumer activities [1] - The "Service Consumption Quality Improvement and Benefit Action" plan was introduced to strengthen policy support, build platforms, and optimize the consumption environment [1] - The initiative includes the continuous development of the "Buy in China" brand and the launch of a series of promotional activities in key service sectors [1] Group 2 - The Chinese Ministry of National Defense confirmed that the Fujian aircraft carrier is conducting sea trials, which is a normal part of its construction process [2] - The development of the aircraft carrier is aligned with national security needs and technological advancements, emphasizing China's commitment to a defensive national policy [2] - The Fujian carrier is expected to play a significant role in safeguarding national sovereignty and development interests [2] Group 3 - The China National Medical Products Administration released the first industry standard for medical devices using brain-computer interface technology, set to take effect on January 1, 2026 [4] - This standard aims to support the high-quality development of the brain-computer interface medical device industry [4] Group 4 - The Shenzhen Securities Regulatory Bureau issued a warning letter to Qianhai Hongtai Fund Management Co., Ltd. for failing to complete fund filing procedures after fundraising [5] - This action is based on violations of the Private Fund Management Regulations [5] Group 5 - Vanke A received a loan of up to 2.064 billion yuan from Shenzhen Metro Group [8] - Hengwei Technology plans to acquire 75% of Shuheng Technology's shares, leading to a stock suspension [8] - Shanghai Construction's stock has seen significant short-term gains, indicating potential market overheating [8] - Huohai Biotechnology's controlling shareholder received an administrative penalty notice [8] - Funeng Technology plans to mass-produce its third-generation semi-solid battery by 2026 [8] - Luxiao Technology signed an AI robot cooperation agreement with its subsidiary [8] - Haon Electric received a product designation notice, estimating total revenue of approximately 2.477 billion yuan over its lifecycle [8] - Haowei Group has entered NVIDIA's supply chain [8] - AVIC Optoelectronics has shipped UQD connectors and liquid cooling pipe components to overseas manufacturers [8]

Core Insights - A total of 111 stocks in the Shanghai and Shenzhen markets have received net buying from major funds for five consecutive days or more as of September 16 [1] - The stock with the longest consecutive net buying days is Haotaitai, which has seen net buying for 14 consecutive trading days [1] - Other notable stocks with significant net buying days include Tianpu Co., CNOOC Engineering, Jianfeng Group, Jiankangyuan, Xingrong Environment, Shandong Publishing, Pudong Construction, and Hunan Haili [1]

Summary of Key Points Core Viewpoint - On September 17, eight stocks including Galaxy Magnetics, New Dazheng, and Hengwei Technology were suspended from trading due to significant events or announcements [1]. Group 1: Stock Suspension Details - Galaxy Magnetics (300127.SZ) was suspended for one day due to a major event [2]. - New Dazheng (002968.SZ) was also suspended for one day due to a major event [2]. - Hengwei Technology (603496.SH) is suspended starting today for planning a major asset restructuring [2]. - Tianpu Co., Ltd. (605255.SH) was suspended for one day due to an important announcement [2]. - Sunflower (300111.SZ) was suspended for one day due to a major event [2]. - Chuangyuan Xinke (831961.BJ) was suspended for one day for issuing shares to purchase assets [2]. - *ST Guangdao (839680.BJ) was suspended for one day due to a forced delisting situation [2]. - *ST Tianmao (000627.SZ) was suspended for one day due to a major event [2].

Core Viewpoint - Tianpu Co., Ltd. (605255.SH) has experienced significant stock price increases following the announcement of a control transfer to Yang Gongyi Fan, a rising star in the chip industry, leading to regulatory scrutiny and investor concerns about potential insider trading [1][3][4]. Group 1: Control Transfer and Company Background - The original controlling shareholder, You Jianyi, is stepping down due to age and lack of successors, prompting the need for new leadership to drive the company's transformation [4]. - Tianpu Co., Ltd. specializes in the research, production, and sales of polymer materials for automotive fluid systems and sealing systems, serving major clients like Nissan, Mazda, and Ford [3][4]. - The company reported a revenue of approximately 151 million yuan in the first half of the year, a decrease of 3.44% year-on-year, with a net profit of about 11.3 million yuan, down 16.08% [3]. Group 2: Regulatory Scrutiny and Market Reactions - Following the announcement of the control transfer, Tianpu received two regulatory letters from the Shanghai Stock Exchange regarding the source of funds and insider information management [3][8]. - The stock price surged by 37% in the month leading up to the suspension, raising suspicions of insider information leaks, which the company later denied [1][3]. Group 3: Transaction Structure and Financial Details - The control transfer involves a complex three-step process: share transfer, capital increase for controlling stake, and a mandatory tender offer at 23.98 yuan per share [8][9]. - The total funding required for the acquisition is 9.65 billion yuan, sourced entirely from the acquirer's own funds, with no debt or hidden arrangements involved [6][8]. - As of August 31, 2025, the acquirer, Zhonghao Xinying, reported total assets of 1.82 billion yuan and total liabilities of 445 million yuan [19]. Group 4: Future Prospects and Performance Commitments - Zhonghao Xinying has committed to achieving positive net profits from 2025 to 2027, despite facing significant pressure to turn around its financial performance after reporting a net loss of 144 million yuan in the first half of the year [21]. - The company has shown rapid revenue growth, with a compound annual growth rate of 170.55% from 2022 to 2024, indicating strong potential for future performance [21].

Core Viewpoint - The article discusses the recent developments regarding the equity transfer of Tianpu Co., highlighting the reasons for the transfer, the financial arrangements, and the implications for the company's future operations and control structure [2][3][4]. Group 1: Equity Transfer Details - Tianpu Co. held an investor briefing on September 16, revealing that the acquirer Zhonghao Xinying has no plans for asset injection related to the acquisition [2][4]. - The stock price of Tianpu Co. surged from 26.64 yuan per share to 76 yuan per share over a period of 11 trading days, with multiple trading halts due to abnormal fluctuations [2][3]. - The current actual controller, You Jianyi, is stepping down due to age and lack of successors willing to take over the business [2][3]. Group 2: Financial Arrangements - The acquisition involves a total of 9.65 billion yuan from Zhonghao Xinying, 7.64 billion yuan from Fang Donghui, and 3.95 billion yuan from Hainan Xinfan, with the latter's funds not yet fully in place [5][6]. - As of September 15, Zhonghao Xinying and Fang Donghui have completed their capital contributions, while Hainan Xinfan has contributed 2.76 billion yuan, with the remaining funds expected by September 19 [5][6]. Group 3: Performance Commitments and Risks - Zhonghao Xinying has approximately 17.31 billion yuan in contingent liabilities from previous financing agreements, with specific performance targets set for 2024 and 2025 [6][7]. - You Jianyi has committed to ensuring that Tianpu Co. maintains positive net profits from 2025 to 2027, with cash compensation required if these targets are not met [7][8].

Industry News - The Ministry of Commerce and nine other departments released policies to expand service consumption, including a series of promotional activities and optimizing operational hours for popular cultural and tourist venues [2][3] - The Ministry of Industry and Information Technology issued guidelines for the digital transformation of key industries, providing scenario maps for 14 sectors including steel, petrochemicals, and new energy vehicles [2][3] - The National Medical Products Administration approved the first medical device standard for brain-computer interface technology, set to be implemented on January 1, 2026 [2] - The People's Bank of China stated that the CIPS cross-border payment system has become a crucial support for the internationalization of the Renminbi [2] Company News - Tianpu Co. announced that the acquisition funds of 9.65 billion yuan from Zhonghao Xinying have been received [3][13] - Haowen Automotive announced a significant contract worth approximately 24.77 billion yuan for ADAS perception systems and radar systems [7] - Luxiao Technology plans to launch a family AI service robot, aiming to sell at least 1 million units in the US and European markets by 2026-2028 [8] - Tianqi Lithium stated that its pilot project for producing 50 tons of lithium sulfide has commenced [9] - Hangke Technology announced a share transfer price of 28.61 yuan per share, at a 20% discount to the closing price [10] - Brother Technology expects a year-on-year net profit increase of 207%-253% for the first three quarters of 2025 [13] Investment Opportunities - The humanoid robot industry is anticipated to enter a sales growth phase, with expectations for significant advancements and market readiness by 2026 [15] - Nvidia is requesting suppliers to develop new micro-channel liquid cooling plate (MLCP) technology due to increased power consumption of its new AI platforms, indicating a shift in cooling technology requirements [16]