Core Viewpoint - The control transfer of Tianpu Co., Ltd. (605255.SH) is progressing, with key updates on funding, potential risks from agreements, and performance commitments from the original controlling shareholder [1][2][3][5]. Funding Progress - As of now, the acquisition funds from Zhonghao Xinying amounting to 9.65 billion and Fang Donghui's 7.64 billion have been fully received; however, Hainan Xinfan's 3.95 billion is not yet complete [2]. - By September 15, 2025, Hainan Xinfan and Shanghai Xinfan have collectively contributed 2.76 billion, with the remaining funds expected to be fully paid by September 19, 2025 [2]. Risk from Agreements - The total contingent liabilities from Zhonghao Xinying's previous financing agreements have increased to approximately 17.31 billion [3]. - The maximum exposure from non-signed buyback waiver agreements is estimated at 6.64 billion, which could arise if multiple triggering conditions occur simultaneously [3][4]. Performance Commitments - The original controlling shareholder, You Jianyi, has signed a three-year performance commitment to maintain positive net profits; failure to do so will result in cash compensation [5]. - The performance targets require a combined net profit of no less than 2 billion for 2024 and 2025, with significant profit needed in the latter half of 2024 to avoid triggering conditions [4][5]. Insider Trading Investigation - The company asserts that there was no insider information leak regarding the control change, despite a significant drop in shareholder numbers [6]. - Four individuals involved in insider information trading have committed to returning any profits if found to be in violation [6].
“十一连板”再被追问!天普股份:或存6.64亿元对赌债务风险