HNTY(SH:600698) Zheng Quan Zhi Xing·2025-07-29 16:21Core 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].