TIP Group(SH:605255) Zhong Guo Jing Ji Wang·2025-08-26 03:41Core Viewpoint - Tianpu Co., Ltd. (605255.SH) is undergoing a change in control due to a series of share transfer agreements, which has attracted regulatory scrutiny from the Shanghai Stock Exchange regarding the sources of funds and insider information management [1][2]. Group 1: Share Transfer Agreements - Tianpu Holdings, Tianxing Trading, and You Jianyi are transferring a total of 10.75% of the company's shares to Zhonghao Xinying, while Puen Investment and Tianxing Trading are transferring 8.00% to individual Fang Donghui [2][3]. - The share transfer involves 2,473,600 shares from Tianpu Holdings, 8,940,000 shares from Tianxing Trading, and 3,000,000 shares from You Jianyi, with a total transfer price of approximately RMB 6.03 billion [2][4]. Group 2: Capital Increase Agreements - Following the share transfers, Zhonghao Xinying, Hainan Xinfan, and Fang Donghui will inject capital into Tianpu Holdings, with amounts of RMB 618.87 million, RMB 395.21 million, and RMB 506.73 million respectively [2][3]. - After the capital increase, Zhonghao Xinying will hold 30.52%, Hainan Xinfan 19.49%, and Fang Donghui 24.99% of Tianpu Holdings, leading to a combined control of 50.01% by Zhonghao Xinying and Hainan Xinfan [2][3]. Group 3: Regulatory and Market Reactions - The capital increase triggers a mandatory tender offer, requiring Zhonghao Xinying to make an offer to all public shareholders before proceeding with the capital increase [3]. - Tianpu Co., Ltd. resumed trading on August 22, 2023, with a closing price of RMB 29.30 per share, reflecting a 9.98% increase on that day, following a 37% rise in stock price over the month prior to the suspension [5][6].