TIP Group(SH:605255) Zheng Quan Shi Bao Wang·2025-09-09 10:53Core Viewpoint - The announcement from Tianpu Co., Ltd. (605255) highlights the compliance and orderly progress of the company's control change, addressing key concerns such as funding sources, insider information management, and delisting risks [1][5]. Funding Structure - The acquisition involves three parties: Zhonghao Xinying, Hainan Xinfan, and individual Fang Donghui, with a total investment exceeding 2.1 billion yuan. Zhonghao Xinying contributes approximately 965 million yuan, Hainan Xinfan about 395 million yuan, and Fang Donghui around 764 million yuan [2]. - Both Zhonghao Xinying and Hainan Xinfan are using their own funds for the acquisition, with no involvement of structured financing or loans. Zhonghao Xinying has a cash balance of approximately 746 million yuan, plus additional funds, totaling over 1.05 billion yuan available for the transaction [2][3]. Governance Structure - Post-acquisition, Tianpu Co., Ltd.'s largest shareholder will be Tianpu Holdings, with Zhonghao Xinying and Hainan Xinfan holding a combined 75% stake, solidifying Yang Gongyifan's position as the actual controller [4]. - The parties involved have signed a concerted action agreement, ensuring that all governance decisions will be executed under Yang Gongyifan's control. They have committed to a 36-month lock-up period for their shares, prohibiting transfers or pledges [4]. Delisting Risk Management - The company has addressed concerns regarding delisting risks, stating that the ongoing acquisition has triggered a mandatory tender offer. If the public shareholding falls below 25%, it may affect the company's listing status. However, the acquisition is not aimed at delisting, and plans are in place to maintain the listing status [5][6]. Insider Information Management - The company has implemented a detailed process for managing insider information during the transaction, including registering all involved parties and ensuring compliance with confidentiality agreements. No instances of insider information leakage or abnormal trading have been reported [7]. Industry Outlook - The automotive polymer sealing systems and fluid pipeline systems are experiencing significant growth opportunities due to trends in lightweighting and integration. The market for automotive hoses in China is projected to reach 25.9 billion yuan by 2025, with an average compound annual growth rate of 5% from 2022 to 2025 [8]. - Tianpu Co., Ltd. aims to leverage the strengths of its new shareholders, particularly in AI chip design, to enhance its strategic positioning in the "AI + automotive" sector, promoting long-term and healthy development [8].