TIP Group(SH:605255) Zheng Quan Shi Bao Wang·2025-09-16 21:26Core Viewpoint - The announcement by Tianpu Co., Ltd. regarding the change of control and the subsequent investor communication clarified key issues such as the progress of acquisition funds, the waiver of the performance guarantee agreement, and the commitment of shareholders to lock their shares, which are critical for assessing the stability and compliance of the transaction [2][3][4]. Group 1: Acquisition Fund Status - The acquisition involves three main entities: Zhonghao Xinying, Hainan Xinfan, and Fang Donghui, with a total payment of 2.123 billion yuan required [3]. - Over 90% of the core acquisition funds have been secured, with clear timelines for the remaining payments, ensuring compliance and orderly planning [3]. - Zhonghao Xinying and Fang Donghui have fully paid their respective amounts of 965 million yuan and 764 million yuan, establishing a solid financial foundation for the transaction [3]. - Hainan Xinfan has contributed 276 million yuan so far, with an additional 119 million yuan expected to be paid by September 19, 2025, ensuring clarity in fund availability [3]. Group 2: Performance Guarantee Waiver Progress - The performance guarantee agreements of Zhonghao Xinying, which previously posed potential liabilities, have seen progress in waivers, significantly reducing market concerns [4]. - As of the regulatory response date, the contingent liabilities from these agreements amounted to 1.731 billion yuan, with 36 investors signing waivers for 1.068 billion yuan, rendering those clauses invalid [4]. - The maximum remaining exposure for unwaived agreements is 664 million yuan, with preliminary agreements for 479 million yuan already in progress [4][5]. Group 3: Shareholder Commitments and Control Stability - To prevent turmoil from share pledges post-control change, Tianpu Co. and related parties have established a comprehensive commitment system, including a 36-month pledge not to pledge shares [6]. - The main acquirer, Yang Gongyifan, has committed not to pledge his shares during his tenure as the actual controller, which mitigates risks of share fluctuation [6]. - Other stakeholders, including Hainan Xinfan and its partners, have also committed to not pledging their shares, creating a protective network against control instability [7]. - The stable control is expected to support Tianpu Co.'s transition from traditional automotive parts to new fields, providing governance assurance for sustainable development [7].