天普股份: 要约收购报告书摘要

Core Viewpoint - The acquisition of Ningbo Tianpu Rubber Technology Co., Ltd. by Zhonghao Xinying (Hangzhou) Technology Co., Ltd. involves a significant transfer of shares and capital increase, leading to a change in control of the company [4][5][6]. Group 1: Acquisition Details - Zhonghao Xinying plans to acquire a total of 10.75% of the shares of Ningbo Tianpu Rubber Technology through agreements with existing shareholders [4]. - The acquisition includes the transfer of 2,473,600 shares, 8,940,000 shares, and 3,000,000 shares from various parties, representing 1.84%, 6.67%, and 2.24% of the total share capital respectively [4]. - Following the acquisition, Zhonghao Xinying will hold 30.52% of Tianpu Holdings, which will allow it to control Ningbo Tianpu Rubber Technology indirectly [4][5]. Group 2: Financial Aspects - The total maximum funding required for the acquisition is 803,809,600.00 yuan, with the offer price set at 23.98 yuan per share [7][10]. - The funding for the acquisition will come entirely from Zhonghao Xinying's own funds, and a performance deposit of 165,000,000.00 yuan has already been made [10][11]. - The acquisition is structured to comply with legal requirements, ensuring that the offer price is not lower than the highest price paid for shares in the last six months [7][10]. Group 3: Company Background - Ningbo Tianpu Rubber Technology Co., Ltd. is listed on the Shanghai Stock Exchange under the stock code 605255, with a total share capital of 134,080,000 shares [6]. - The company operates in the rubber technology sector, focusing on the design and manufacturing of rubber products [4][6]. Group 4: Future Plans - There are currently no plans for Zhonghao Xinying to further increase its stake in Ningbo Tianpu Rubber Technology within the next 12 months, aside from the current acquisition [6][22]. - The acquisition does not aim to terminate the listing status of Ningbo Tianpu Rubber Technology [6][22].