Shang Hai Zheng Quan Bao·2025-10-30 22:28Core Viewpoint - China CRRC Corporation Limited (referred to as "China CRRC") is acquiring 251,418,735 shares of Zhuzhou Times New Material Technology Co., Ltd. (referred to as "Times New Material"), representing 27.00% of the total share capital, through a non-compensatory transfer from its wholly-owned subsidiary, Zhuzhou Electric Locomotive Research Institute Co., Ltd. This acquisition will not change the actual controller of Times New Material, which remains under the control of CRRC Group and ultimately the State-owned Assets Supervision and Administration Commission of the State Council [3][31][50]. Group 1 - The acquisition involves a total of 251,418,735 shares, which will increase China CRRC's direct ownership in Times New Material to 27.00% [3][31]. - Following the acquisition, Zhuzhou Electric Locomotive Research Institute will hold 41,075,368 shares, or 4.41% of the total share capital [31]. - The total voting rights held by China CRRC and its concerted actions will amount to 49.69% after the acquisition [3][39]. Group 2 - The acquisition is part of a strategy to streamline shareholding structures and comply with the requirements of the State-owned Assets Supervision and Administration Commission [31]. - No additional plans for increasing or disposing of shares in Times New Material have been announced for the next 12 months [32]. - The acquisition process has been approved by the board of directors of both China CRRC and Zhuzhou Electric Locomotive Research Institute [33][34]. Group 3 - The acquisition will require further approvals from relevant state-owned asset supervision authorities and compliance confirmation from the Shanghai Stock Exchange [37]. - The shares involved in the acquisition are free from any restrictions such as pledges or judicial freezes [47]. - The transaction is structured as an internal transfer of state-owned equity, thus no payment is involved [48]. Group 4 - The legal opinion regarding the exemption from making a public offer has been obtained, confirming that the transfer does not change the actual controller of Times New Material [52]. - The overall shareholding structure of Times New Material will change, with China CRRC becoming the direct controlling shareholder [50]. - The acquisition aligns with the regulatory framework that allows for such transfers between entities under the same ultimate control [49].