Zheng Quan Zhi Xing·2025-08-25 16:52Core Viewpoint - The report outlines the financial advisory opinion from CITIC Construction Investment Securities Co., Ltd. regarding the detailed equity change report of Ningbo Tianpu Rubber Technology Co., Ltd., confirming that the report complies with relevant regulations and contains no material discrepancies [1][6]. Summary by Sections 1. Verification of the Detailed Equity Change Report - The financial advisor conducted due diligence and found no false records, misleading statements, or significant omissions in the detailed equity change report prepared by the information disclosure obligor and its concerted actors [5][6]. - The advisor believes the disclosed information is true, accurate, and complete, meeting the requirements of the Securities Law and relevant regulations [6]. 2. Purpose of the Equity Change - The information disclosure obligor and its concerted actors aim to gain control of the listed company through this equity change, recognizing the long-term value of the company [6]. - The advisor confirms that the purpose of the equity change is legal, compliant, and credible [6]. 3. Future Plans for Shareholding - The concerted actor, Zhonghao Xinying, plans to issue a comprehensive offer to all shareholders of the listed company, excluding certain individuals, to acquire all freely tradable shares [7]. - The offer is not intended to terminate the listing status of Tianpu shares, and plans will be coordinated with other shareholders to maintain the listing status if necessary [7]. 4. Basic Information of the Information Disclosure Obligor - The information disclosure obligor, Hainan Xinfan Enterprise Management Partnership, has a registered capital of 395.208 million yuan and is undergoing a capital increase process [8]. - The advisor found no significant debts or legal issues affecting the obligor, confirming its eligibility for the acquisition [8][9]. 5. Basic Information of the Concerted Actor - Zhonghao Xinying, a concerted actor, has a registered capital of 14.676 million yuan and is involved in integrated circuit design and related services [20]. - The advisor confirmed that Zhonghao Xinying has no significant debts or legal issues, making it eligible for the acquisition [20][21]. 6. Financial Strength and Management Capability - The financial advisor believes both the information disclosure obligor and the concerted actors possess sufficient financial strength to fund the equity change transaction [19][30]. - Both parties are deemed capable of managing the listed company effectively, with relevant experience and legal awareness [19][30].