Core Viewpoint - The financial advisor, Changcheng Securities, has conducted a thorough review of the detailed equity change report for Jiangsu Changling Hydraulic Co., Ltd, confirming that the disclosed information is true, accurate, and complete, and complies with relevant laws and regulations [1][5][24]. Summary by Relevant Sections Financial Advisor's Review - The financial advisor guarantees that all documents and statements provided are truthful and complete, with no false records or misleading statements [1][5]. - The advisor has verified the content of the detailed equity change report and found no substantial discrepancies with the disclosed information [1][5]. Equity Change Details - The equity change involves the acquisition of 43,211,714 shares of Jiangsu Changling Hydraulic, representing 29.99% of the total shares, by Wuxi Core Technology Partnership and Jiangyin Chenglian Investment Partnership [4][26]. - Following the equity change, Wuxi Core Technology will hold 36,007,360 shares (24.99% of total shares), while Jiangyin Chenglian will hold 7,204,354 shares (5.00% of total shares) [26]. Purpose of Equity Change - The purpose of the equity change is to support the future development of the listed company by leveraging operational management experience and industry resources [24][25]. - The financial advisor considers the stated purpose of the equity change to be reasonable and compliant with existing laws and regulations [24]. Future Plans - Wuxi Core Technology plans to further acquire an additional 12.00% of shares within the next 12 months through a partial tender offer [24][25]. - The advisor confirms that the equity change will not aim to terminate the listing status of Jiangsu Changling Hydraulic [25]. Compliance and Governance - The financial advisor has provided necessary guidance on compliance with securities market regulations to the responsible parties involved in the equity change [23][24]. - The advisor believes that the parties involved possess the capability to manage the listed company in accordance with modern corporate governance standards [23][24].

长城证券股份有限公司 关于 江苏长龄液压股份有限公司 详式权益变动报告书 之 财务顾问核查意见 （广东省深圳市福田区金田路 2026 号能源大厦南塔楼 10-19 层） 二〇二五年七月 1 声明 根据《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《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》等法律法规和规范性文件的规定，长城证券股份有限公司 按照行业公认的业务标准、道德规范，本着诚实信用、勤勉尽责的精神，对本 次权益变动的相关情况和资料进行了核查，对信息披露义务人出具的《江苏长 龄液压股份有限公司详式权益变动报告书》进行核查，并出具核查意见，以供 投资者和有关各方参考。 为此，本财务顾问特作出以下声明： 1、本财务顾问所依据的有关资料由信息披露义务人提供。信息披露义务人 已做出声明，保证其所提供的所有文件、材料及口头证言真实、准确、完整、 及时，不存在任何虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性、 完整性和合法性负责； 2、本财务顾问已按照规定履行了尽职调查义 ...

Core Viewpoint - The control change of Changling Hydraulic (605389.SH) has progressed with a new agreement for the transfer of 29.99% of shares from the current actual controllers to new investors, leading to a significant transaction amount of 21.1 billion yuan [2][5][12]. Summary by Sections Control Change Details - The control change involves a share transfer agreement and a partial tender offer, with the new actual controller being Hu Kangqiao after the completion of the transactions [2][5][6]. - The transaction includes the transfer of 36,007,400 shares at a price of 34.39 yuan per share, totaling 1.486 billion yuan [5][12]. Financial Aspects - The total transaction amount is 21.13 billion yuan, with the tender offer price set at 36.24 yuan per share for 1,729,040 shares, representing 12% of the company [6][12]. - Nearly half of the funding for the acquisition comes from loans, with specific amounts detailed for both the share transfer and the tender offer [12][13]. Market Reaction - Following the announcement of the control change, Changling Hydraulic's stock price hit the daily limit up, closing at 42.03 yuan per share after resuming trading [8][10]. - The stock experienced significant volatility prior to the announcement, with a 46.48% fluctuation in price during June [7][10]. Historical Context - This is not the first attempt at a control change for Changling Hydraulic, as previous attempts have also led to unusual stock price movements, raising concerns about potential information leakage or insider trading [9][10]. Company Performance - The company has shown declining performance over the years, with revenues and net profits decreasing from 2020 to 2024 [10][11].

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. is undergoing a change in control, with a new investor, Hu Kangqiao, set to take over after a series of share transfers and a partial tender offer [1][4]. Group 1: Control Change Details - The control change involves a two-step process: a share transfer agreement and a partial tender offer [3]. - The current actual controllers, Xia Jifa and Xia Zemin, will transfer a total of 29.99% of the company's shares to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership [1][3]. - After the completion of the share transfer, Hu Kangqiao will become the new actual controller of the company [1][4]. Group 2: Financial Aspects - The total transaction value is 2.113 billion yuan, with the share transfer valued at 1.486 billion yuan and the tender offer at 627 million yuan [4]. - The share transfer price is set at 34.39 yuan per share, while the tender offer price is 36.24 yuan per share [4]. Group 3: Company Performance - Changling Hydraulic has experienced a decline in net profit from 2021 to 2024, with figures of 202 million yuan, 127 million yuan, 102 million yuan, and 95 million yuan respectively [5]. - The company aims to improve its performance through this control change, potentially bringing in new management and innovation [5]. Group 4: Regulatory and Future Steps - The control change is subject to regulatory review and must complete the share transfer process before implementation [6]. - The agreement stipulates that the transferors will support the company's future business transformation and capital operations [5].

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. is undergoing a change in control, with Hu Kangqiao and his associates planning to acquire 29.99% of the company's shares and subsequently make a partial tender offer to increase their stake by an additional 12% to gain control of the company [1][4][5] Shareholding Structure - The share transfer involves Hu Kangqiao and his associates transferring a total of 43,211,714 shares, representing 29.99% of the total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership for a total price of 1.486 billion yuan, at a price of 34.39 yuan per share [4][5] - After the transfer, Hu Kangqiao and his associates will hold 40.94% of the shares, while Wuxi Hexin Tingtao and its associates will hold 29.99% [4][5] Tender Offer - Wuxi Hexin Polang Technology Partnership is making a partial tender offer for 17,290,448 shares, which is 12% of the total shares, at a price of 36.24 yuan per share, amounting to a total payment of 627 million yuan [5][6] Company Performance - Changling Hydraulic's performance has declined post-IPO, with revenue and net profit decreasing from 2021 to 2024. Revenue figures were 9.07 billion yuan in 2021, dropping to 8.83 billion yuan in 2024, while net profit fell from 202 million yuan to 101 million yuan during the same period [8][10] - In Q1 of the current year, the company reported revenue of 2.19 billion yuan, a year-on-year decrease of 2.64%, and a net profit of 30.82 million yuan, down 7.63% year-on-year [8][10] Control Change Attempts - The actual controller, Xia Jifa, had previously attempted to change control in January 2025 but terminated the process due to disagreements with the trading party [9][10] - The current attempt at control change marks the second such effort within six months, raising questions about the future outlook of the company [10]

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. is undergoing a change in control, with Hu Kangqiao and his associates planning to acquire 29.99% of the company's shares and subsequently make a partial tender offer to increase their stake by an additional 12% to gain control of the company [1][4][6]. Group 1: Control Change Details - Hu Kangqiao and his associates intend to acquire 29.99% of Changling Hydraulic's shares, with a total transaction value of 1.486 billion yuan, at a price of 34.39 yuan per share [4][6]. - The current major shareholders, Xia Jifa and Xia Zemin, will see their combined holdings decrease from 70.93% to 40.94% after the transfer [4]. - A partial tender offer for 12% of the shares will be made at a price of 36.24 yuan per share, requiring a payment of 627 million yuan [6][5]. Group 2: Performance Analysis - Changling Hydraulic's performance has declined post-IPO, with revenue dropping from 9.07 billion yuan in 2021 to an estimated 8.83 billion yuan in 2024, and net profit decreasing from 2.02 billion yuan to 1.01 billion yuan over the same period [9]. - In Q1 2024, the company reported a revenue of 2.19 billion yuan, a year-on-year decrease of 2.64%, and a net profit of 308.25 million yuan, down 7.63% year-on-year [9]. - The company has experienced a significant performance drop since its IPO in March 2021, with net profits declining annually [9][11].

Core Viewpoint - The strong rebound of Changling Hydraulic's stock price on its first trading day after resuming trading is primarily driven by the clarity surrounding its second ownership change this year, with the acquirer being Qingdao-based "Hexin Interconnect" [2] Group 1: Acquisition Details - The acquisition involves a total investment of 21.1 billion yuan, with the controlling stake being transferred to Hu Kangqiao, who has a background from Tsinghua University [2][4] - The acquisition strategy includes a combination of agreement transfer and a partial voluntary tender offer, allowing for a significant equity acquisition while avoiding a full tender offer [3] - The acquirers, Hexin Tingtao and Chengyin Shuangying, will collectively hold 41.99% of Changling Hydraulic's shares after the transaction, while the original controlling shareholders will see their stake reduced to 28.94% [4] Group 2: Funding Sources - The funding for the acquisition primarily comes from self-raised funds and loans, with 6 billion yuan sourced from equity transfer proceeds and 9.5 billion yuan from self-raised funds, including 7.5 billion yuan in acquisition loans [5] - The equity transfer involved a transaction that is currently under process, indicating a strategic move to facilitate the acquisition [5][6] Group 3: Role of State-Owned Enterprises - Jiangyin State-owned Assets Supervision and Administration Office plays a significant role in the acquisition, contributing a total of 8.47 billion yuan to the transaction [6] - The involvement of state-owned enterprises highlights the strategic alignment with local industrial development goals, particularly in the semiconductor sector [10] Group 4: Company Background - Hexin Interconnect, established in 2018, focuses on the design of mixed-signal chain chips and has a product range that includes converters and high-speed SerDes [7][8] - The company aims to leverage its expertise in high-performance analog chips for industrial applications, differentiating itself from consumer-focused domestic chip manufacturers [8]

Core Viewpoint - Changling Hydraulic (605389.SH) announced a significant change in control with the transfer of shares from major shareholders to new entities, leading to a stock price surge of 10% upon resumption of trading [1][5]. Share Transfer and Control Change - On July 10, 2025, shareholders Xia Jifa and Xia Zemin signed share transfer agreements to transfer a total of 43,211,714 shares, representing 29.99% of the total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership [1][4]. - Wuxi Hexin Polang Technology Partnership plans to make a partial tender offer for 17,290,448 shares, accounting for 12.00% of the total shares, to all shareholders excluding the aforementioned entities [2]. - After the completion of the share transfer and tender offer, the actual controller of the company will change to Hu Kangqiao, founder of Hexin Interconnect Technology [3]. Financial Details - The total payment for the transaction amounts to 2.1126566 billion yuan [3]. - The funding for the transaction will come from the legal self-owned funds of Chenglian Shuangying and Hexin Tingtao, as well as self-raised funds from Hexin Polang [3]. Stock Performance and Market Reaction - Following the announcement, Changling Hydraulic's stock resumed trading with a price of 42.03 yuan, reflecting a 10.00% increase and a total market capitalization of 6.056 billion yuan [1]. Company Background and Financial Performance - Changling Hydraulic was listed on the Shanghai Stock Exchange on March 22, 2021, with an initial issuance of 24.33 million shares at a price of 39.40 yuan per share, raising a total of 958.736 million yuan [6]. - The company reported revenues of 867 million yuan, 907 million yuan, 896 million yuan, 806 million yuan, and 883 million yuan from 2020 to 2024, with net profits of 236 million yuan, 202 million yuan, 127 million yuan, 102 million yuan, and 95 million yuan during the same period [8].

Core Viewpoint - The article discusses the acquisition of Jiangsu Changling Hydraulic Co., Ltd. by He Xin Ting Tao and Cheng Lian Shuang Ying, highlighting the strategic implications for the company and the hydraulic industry as a whole [1][2]. Company Overview - Jiangsu Changling Hydraulic Co., Ltd. was established in December 2006 and listed on the Shanghai Stock Exchange in March 2021, with stock code 605389. The company specializes in hydraulic components, precision castings, and reduction gears, serving various industries including construction machinery, energy extraction, and automotive manufacturing [2]. - The company is recognized as a national-level specialized and innovative "little giant" enterprise and has multiple production and R&D bases. It holds over a hundred effective patents and has developed several proprietary products [2]. Acquisition Details - He Xin Ting Tao and Cheng Lian Shuang Ying plan to acquire a total of 43,211,714 shares of Changling Hydraulic, representing 29.99% of the company's total shares. Additionally, a public tender offer for 17,290,448 shares (12.00% of total shares) will be made at a price of 36.24 yuan per share, with total funding not exceeding 626,605,835.52 yuan [1]. - Upon completion of the acquisition, the acquirers and their concerted parties will hold up to 60,502,162 shares, accounting for 41.99% of the total shares, leading to a change in the actual controller of the company to Hu Kangqiao [1]. Industry Context - The hydraulic industry is experiencing a potential recovery, with signs of improvement in the construction machinery sector. The article notes a significant increase in excavator exports, which rose over 70% this year, despite a 13-month decline in domestic sales [3]. - The industry is transitioning to the "National IV" emission standards starting December 1, indicating regulatory changes that may impact production and sales dynamics [3]. Market Dynamics - The article highlights a positive outlook for the engineering machinery industry, with improved operating rates in February and expectations of a "warm" market environment. The increase in credit in January also suggests a potential recovery in domestic demand [6]. - Major players in the industry, such as Caterpillar, are approaching cyclical turning points, which may influence market sentiment and investment strategies [3].

Core Viewpoint - The control of Changling Hydraulic (605389) has changed hands to Hu Kangqiao, a semiconductor expert, through a combination of agreement transfer and tender offer, resulting in the new controlling party holding 41.99% of the voting rights [2][7][11]. Group 1: Control Change Details - The control change will be executed via "agreement transfer + tender offer" [2][7]. - After the transaction, Hu Kangqiao will become the actual controller of the company [2][9]. - The agreement transfer involves the transfer of approximately 43.21 million shares, accounting for 29.99% of the total shares, at a price of 34.39 yuan per share, totaling approximately 1.486 billion yuan [7][9]. Group 2: Market Reaction - Following the announcement, Changling Hydraulic's stock resumed trading on July 11 and hit the daily limit up [2]. - Prior to the suspension, the stock experienced significant volatility, with a cumulative increase of over 17% on June 30 and July 1, followed by two consecutive limit downs [2]. Group 3: Background of New Controller - Hu Kangqiao, born in 1988, is a Tsinghua University graduate and a leading talent in national technology entrepreneurship [11]. - He is the founder of Core Chip Interconnect Technology, which specializes in mixed-signal chip design and has received significant investment support [11][12]. - The company aims to enhance Changling Hydraulic's operational management and resource integration, promoting business transformation and sustainable development [11][13]. Group 4: Financial Aspects - The tender offer will involve acquiring 17,290,448 shares, representing 12.00% of the total shares, at a price of 36.24 yuan per share, which is lower than the pre-suspension closing price of 38.21 yuan [9]. - The agreement includes commitments from existing shareholders to accept the tender offer for their shares [9].