股票代码:002510 公司简称：天汽模 公告编号 2025-048 天津汽车模具股份有限公司 一、交易情况概述 公司于 2025 年 4 月 9 日与东实汽车科技集团股份有限公司（以下简称"东实 股份"或"标的公司"）股东德盛拾陆号企业管理（天津）合伙企业（有限合伙） （以下简称"德盛拾陆号"）签署了《股权收购意向协议》，公司拟以现金方式分 步收购德盛拾陆号持有的标的公司 50%的股权。公司目前持有标的公司 25%的 股权，本次交易完成后，东实股份将成为公司的控股子公司。 关于筹划重大资产重组的进展公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没 有虚假记载、误导性陈述或重大遗漏。 特别提示: 1. 天津汽车模具股份有限公司（以下简称"公司"）于 2025 年 4 月 10 日 披露的《关于筹划重大资产重组暨签署<股权收购意向协议>的提示性公告》中 已详细披露了本次交易可能存在的风险因素以及尚需履行的决策、审批程序。 敬请广大投资者注意投资风险。 2. 截至本公告披露日，本次交易所涉及的尽职调查、审计、评估等工作已 基本完成。公司与有关各方就交易细节、协议条款等事项持续进行磋商和审慎 论证，交 ...

Core Viewpoint - The control transfer of Tianqi Mould (002510.SZ) has undergone changes, with the company terminating a year-long control transfer plan and quickly finding a new buyer, indicating ongoing challenges in improving profitability [2][5]. Group 1: Control Transfer Developments - Tianqi Mould announced the termination of its control transfer plan on September 25, after a year of planning, marking the failure of its third attempt at a change in control [2][5]. - The company has found a new buyer, with its controlling shareholder Hu Jingsheng and seven others planning to transfer approximately 162 million shares, representing 15.94% of the total share capital, to Xinjiang Jianda Fanyu Industrial Investment Fund [2][5]. - Following this transaction, the Economic and Technological Development Zone of Urumqi will become the new actual controller of the company [2]. Group 2: Financial Performance and Challenges - Tianqi Mould has faced declining performance, with its net profit dropping from 114 million yuan in 2011 to 95 million yuan in 2024, indicating a struggle to maintain growth [3][12]. - In the first half of 2025, the company reported a revenue decline of 15.46% and a net profit drop of 78.72%, with a significant decrease in non-recurring net profit by over 90% [12]. - The company has experienced fluctuations in revenue and net profit over the years, with a notable loss of 825 million yuan in 2020, followed by a recovery in 2021-2023, but still facing challenges in sustaining profitability [11][12]. Group 3: Historical Context of Control Transfers - Since its listing in 2010, Tianqi Mould has attempted to change control four times, with the latest attempt being the fourth, reflecting ongoing issues with its operational performance [3][8]. - Previous attempts included agreements with Anhui Chaocheng and other entities, all of which ultimately failed due to various reasons, including disagreements on share transfer terms [5][8][7]. - The current share transfer price is set at 6.364 yuan per share, approximately 5% lower than the closing price on September 25, indicating a potential undervaluation [8].

Core Viewpoint - The control transfer of Tianqi Mould has faced multiple challenges, and the recent agreement with Xinjiang State-owned Assets is yet to be validated by the market [1] Share Transfer and Voting Rights Arrangement - Tianqi Mould's current controlling shareholders plan to transfer a total of 162 million shares, accounting for 15.94% of the company's total equity, to Jianfa Wanyu [2] - The agreed transfer price is 6.364 yuan per share, totaling 1.03 billion yuan for the share transfer [3] - The current chairman, Ren Wei, will relinquish voting rights for 10.2381 million shares (1.0085% of total shares) for 36 months post-transfer [3] Control Transfer Process - Jianfa Wanyu is confirmed to be controlled by the Urumqi Economic and Technological Development Zone State-owned Assets Supervision and Administration Commission [5] - The transfer is based on Jianfa Wanyu's recognition of the company's value and development prospects, aiming to improve operational conditions and enhance profitability and risk resistance [5] History of Control Transfer Attempts - Prior to this agreement, Tianqi Mould had multiple failed attempts to transfer control, including a terminated agreement with Anhui Chaocheng New Materials Technology Co., Ltd. due to unresolved negotiation issues [6][7] - The company has a history of control transfer attempts, with previous agreements also failing to materialize [10] Financial Performance - For the first half of 2025, Tianqi Mould reported revenue of 1.016 billion yuan, a decrease of 15.46% year-on-year, and a net profit of 22 million yuan, down 78.72% year-on-year [9] - The valuation of Tianqi Mould has significantly decreased compared to three years ago, with the current transfer price being lower than previous attempts [10]

Core Viewpoint - The control transfer of Tianqi Mould (002510.SZ) is nearing completion, marking a significant shift as the company transitions to state-owned capital after multiple failed attempts since its listing in 2010 [2][3]. Group 1: Control Transfer Details - On September 24, Tianqi Mould announced the signing of a share transfer agreement with Xinjiang Jianda Fanyu Industrial Investment Fund, planning to transfer 162 million shares, which represents 15.94% of the total share capital, for a total consideration of 1.03 billion yuan [2][3]. - The transaction will be executed in four phases: 30% in the first phase, 40% in the second, 20% in the third, and 10% in the final phase [3]. - The current chairman, Ren Wei, will relinquish voting rights for approximately 10.24 million shares (1.0085% of total shares) for a period of 36 months post-transaction [3]. Group 2: Background and Context - Tianqi Mould has attempted to change control four times since its listing, with previous attempts failing due to various reasons, including non-payment of deposits and slow progress [3]. - The new controlling entity, Jianda Fanyu, is backed by the Urumqi Economic and Technological Development Zone (Toutunhe District) State-owned Assets Supervision and Administration Commission, which has a strong industrial foundation and several listed companies in the region [5]. Group 3: Financial Performance and Strategic Intent - Tianqi Mould has faced significant financial pressure, with a revenue decline of 15.46% year-on-year to 1.016 billion yuan and a net profit drop of 78.72% to 21.9 million yuan in the first half of 2025 [6]. - The company aims to leverage state-owned capital to improve its operational status and enhance profitability and risk resistance, potentially expanding into new business areas such as aerospace components [6][7]. Group 4: Implications of the Transaction - For the Urumqi Economic and Technological Development Zone, acquiring a publicly listed company represents a breakthrough in connecting regional industrial economy with capital markets [7]. - The involvement of state capital may provide financial relief and facilitate business expansion for Tianqi Mould, enhancing its order acquisition and operational capabilities [7].

Group 1 - Dongxing Medical plans to acquire 90% equity of Wuhan Yijiaobao for cash, which is expected to constitute a major asset restructuring [1] - Fosun Pharma's subsidiary plans to transfer 100% equity of Shanghai Cloning, with a transaction value of up to 1.256 billion yuan [1] Group 2 - *ST Songfa's subsidiary signed a shipbuilding contract worth approximately 400-600 million USD for four VLCCs, expected delivery between late 2026 and mid-2027 [3] - Qibin Group obtained financing support of up to 90 million yuan for share repurchase [4] Group 3 - Shapuaisi's shareholder plans to reduce holdings by up to 3% of the company's total shares [5] - *ST Kaixin intends to use up to 310 million yuan for cash management in safe and liquid financial products [6] Group 4 - Junchen Technology's shareholders plan to transfer 2.5% of the company's shares due to personal funding needs [7] - Jingliang Holdings received an administrative regulatory measure from Hainan Securities Regulatory Bureau for improper revenue recognition involving 299 million yuan [7] Group 5 - Tongcheng Holdings received a cash dividend of 24.6643 million yuan from Changsha Bank [9] - Shenyang Chemical appointed Chen Liguo as the new general manager [10] Group 6 - Huaguang Huaneng signed a contract for a 160 million yuan waste heat boiler project [15] - Shuxian Valley's subsidiary completed the re-registration of a health food product [16] Group 7 - Xuanta Pharmaceutical's new specification for a diabetes treatment drug was approved [17] - Panlong Pharmaceutical's application for a pain relief gel patch was accepted by the drug regulatory authority [18] Group 8 - Zhiguang Electric's subsidiary won a procurement contract worth 164 million yuan for a storage system [19] - Chitianhua's production facility resumed operations after maintenance [20] Group 9 - Haitong Development's application for a specific A-share issuance was accepted by the Shanghai Stock Exchange, aiming to raise 210 million yuan [20] - Risheng Technology's shareholders plan to transfer 4.02% of the company's shares [33] Group 10 - Pingmei Shares' controlling shareholder plans a strategic restructuring with Henan Energy Group [35] - Shenghui Integration's controlling shareholder committed not to reduce shareholdings for 12 months [37] Group 11 - Agricultural Bank and Bank of China will no longer establish supervisory boards, with their functions transferred to the audit committees [39][40] - Dongfang Yuhong's subsidiary signed a contract for a seawater pipeline project worth 2.524 billion USD [40][41] Group 12 - Ganfeng Lithium plans to introduce investors for a capital increase of up to 2.5 billion yuan [50] - Hanyu Pharmaceutical intends to raise up to 968 million yuan for various projects [51]

Core Points - Tianqi Mould (002510.SZ) shares hit the daily limit, closing at 7.39 yuan, up 9.97% following the announcement of a share transfer agreement that will change the company's control [1] - The controlling shareholders plan to transfer a total of 161,779,192 shares, representing 15.9367% of the company's total equity, to Xinjiang Jianda Fanyu Industrial Investment Fund Partnership at a price of 6.364 yuan per share, totaling approximately 1.03 billion yuan [1][2] - The transfer will result in a change of the controlling shareholder to Jianda Fanyu and the actual controller to the Urumqi Economic and Technological Development Zone State-owned Assets Supervision and Administration Commission [2] Financial Performance - For the first half of 2025, the company reported revenue of 1.016 billion yuan, a decrease of 15.46% year-on-year [7][8] - The net profit attributable to shareholders was 21.90 million yuan, down 78.72% compared to the previous year [7][8] - The net cash flow from operating activities was 50.63 million yuan, reflecting a decline of 70.94% year-on-year [7][8] Previous Share Transfer Attempts - This marks the fourth attempt by Tianqi Mould to change its controlling shareholder since its listing in November 2010 [7] - Previous attempts included a failed agreement with Anhui Chaocheng New Materials Technology Co., which was terminated due to a lack of consensus on key terms [4][5][6]

Core Viewpoint - Tianqi Mould's actual controller is set to change to Urumqi State-owned Assets, following the termination of the previous agreement with Anhui Chaocheng New Materials Technology Co., Ltd. and the signing of a new share transfer agreement with Xinjiang Jianda Fanyu Industrial Investment Fund Partnership [1][9]. Group 1: Share Transfer Agreement - On September 24, Tianqi Mould's controlling shareholders signed a share transfer agreement with Xinjiang Jianda Fanyu, intending to transfer a total of 162 million shares, representing 15.94% of the company's total equity [3][6]. - The agreed transfer price is 6.364 CNY per share, totaling approximately 1.03 billion CNY [8]. - If the transaction is approved and completed, the controlling shareholder will change to Jianda Fanyu, and the actual controller will be the Urumqi Economic and Technological Development Zone State-owned Assets Supervision and Administration Commission [8]. Group 2: Termination of Previous Agreement - The previous share transfer intention agreement with Anhui Chaocheng was terminated due to the inability to reach consensus on share quantity, payment methods, and funding sources [9][12]. - The agreement with Anhui Chaocheng was signed on July 9, 2024, for the same number of shares (162 million), which represented 17.17% of the company's total equity at that time [12]. Group 3: Historical Context of Control Changes - This marks the fourth attempt at a change of control for Tianqi Mould since 2020, with previous attempts involving different parties, including state-owned enterprises and private companies [13][14]. - The controlling shareholders, consisting of eight natural persons, are motivated to sell control due to age considerations, with the oldest born in 1948 and the youngest in 1970 [15]. Group 4: Company Performance - Tianqi Mould is a leading enterprise in the domestic automotive mould industry, established in 1996 and listed in 2010 [15]. - The company reported a revenue of 1.016 billion CNY for the first half of 2025, a decrease of 15.46% year-on-year, and a net profit of 21.90 million CNY, down 78.72% year-on-year [15].

Core Viewpoint - Tianqi Mould's actual controller is set to change to Urumqi State-owned Assets Supervision and Administration Commission following a share transfer agreement with Xinjiang Jianda Fan Yu Industrial Investment Fund Partnership [1][6]. Group 1: Control Change Announcement - Tianqi Mould announced the termination of its share transfer intention agreement with Anhui Chaocheng New Materials Technology Co., Ltd. after prolonged negotiations failed to reach consensus [1][7][12]. - The new agreement involves the transfer of 162 million shares, representing 15.94% of the company's total share capital, to Xinjiang Jianda Fan Yu [5][6]. - The share transfer price is set at 6.364 yuan per share, totaling approximately 1.03 billion yuan [6]. Group 2: Historical Context - This marks the fourth attempt at a control change since 2020, with previous attempts involving different parties, including state-owned and private enterprises, all of which ultimately failed [1][13][16]. - The previous agreements included a failed attempt with a state-owned enterprise in 2020 and another with a private company in 2023, both of which were terminated due to various reasons including lack of progress and market conditions [13][15][16]. Group 3: Company Performance - Tianqi Mould has shown steady performance from 2021 to 2024, but reported a decline in revenue and net profit for the first half of 2025, with revenue of 1.016 billion yuan, down 15.46%, and net profit of 21.9 million yuan, down 78.72% year-on-year [17]. - The company is recognized as a leading player in the domestic automotive mould industry, having been established in 1996 and listed on the Shenzhen Stock Exchange in 2010 [16].

Core Viewpoint - Tianqi Mould's control rights are undergoing a significant change, with a new agreement signed to transfer shares to the Urumqi State-owned Assets Supervision and Administration Commission, marking the fourth attempt since 2020 to change control [2][10][20]. Summary by Sections Control Rights Change - Tianqi Mould announced the termination of its previous share transfer agreement with Anhui Chaocheng New Materials Technology Co., Ltd. and signed a new agreement with Xinjiang Jianda Fanyu Industrial Investment Fund Partnership, which will result in the actual controller being changed to the Urumqi Economic and Technological Development Zone State-owned Assets Supervision and Administration Commission [2][12][10]. Share Transfer Details - The agreement involves the transfer of a total of 162 million shares, accounting for 15.94% of the company's total share capital, at a price of 6.364 CNY per share, totaling approximately 1.03 billion CNY [8][10]. - The current controlling shareholders will relinquish their voting rights corresponding to the remaining shares to consolidate control [8][10]. Historical Context - This marks the fourth attempt since 2020 to change control, with previous attempts involving different parties, including state-owned and private enterprises, all of which ultimately failed due to various reasons, including lack of progress and market conditions [18][20][19]. - The controlling shareholders, consisting of eight natural persons, are motivated to sell due to age considerations, with the oldest born in 1948 and the youngest in 1970 [21][20]. Company Performance - Tianqi Mould is a leading enterprise in the domestic automotive mould industry, with a stable performance from 2021 to 2024. However, the first half of 2025 showed a decline, with revenue of 1.016 billion CNY, down 15.46% year-on-year, and a net profit of 21.9 million CNY, down 78.72% year-on-year [23][24].

Core Viewpoint - Tianqi Mould (天汽模) has announced the termination of its share transfer agreement with Anhui Chaocheng New Materials Technology Co., Ltd. and is now pursuing a new share transfer plan with Xinjiang Jianda Fanyu Industrial Investment Fund Partnership, which could lead to a change in control of the company [1][2][3]. Group 1: Share Transfer Details - Tianqi Mould's controlling shareholder decided to terminate the share transfer agreement with Anhui Chaocheng due to a lack of consensus on key terms such as the number of shares and payment methods [2]. - The new share transfer plan involves the transfer of approximately 162 million shares, representing 17.17% of the company's total equity, to Xinjiang Jianda Fanyu for a total consideration of RMB 1.03 billion [1][3]. - If the new transfer is completed, Xinjiang Jianda Fanyu will become the controlling shareholder, with the Urumqi Economic Development Zone State-owned Assets Supervision and Administration Commission as the actual controller [3]. Group 2: Historical Context - This marks the fourth attempt by Tianqi Mould to change its controlling shareholder since its listing in 2010, with previous attempts in 2020 and 2023 failing to materialize [4][5]. - The first failed attempt involved a proposed transfer to the Zhumadian Industrial Investment Group, which was terminated due to slow progress and lack of deposit receipt [5]. - The second attempt in December 2023 with Huaibei Jianjiu also did not succeed, leading to the current situation where the company is seeking a new buyer [5].