Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-11-18 17:06Core Viewpoint - The legal opinion letter from Shanghai Fangda Law Firm confirms the compliance of the tender offer for Ningbo Tianpu Rubber Technology Co., Ltd. by Zhonghao Xinying (Hangzhou) Technology Co., Ltd. and its concerted actions, ensuring that all legal requirements are met for the acquisition process [1][19]. Group 1: Acquisition Overview - Zhonghao Xinying aims to acquire control of Ningbo Tianpu Rubber Technology Co., Ltd. through a tender offer and capital increase, which will result in them controlling 68.29% of the shares post-transaction [19][21]. - The tender offer price is set at 23.98 CNY per share, which is consistent with the price paid in previous share transfer agreements [25][27]. - The acquisition is structured to comply with the legal obligations of a full tender offer, and it is not intended to terminate the listing status of Tianpu shares [40][41]. Group 2: Financial and Legal Compliance - Zhonghao Xinying has confirmed that the funds for the acquisition are sourced entirely from its own capital, ensuring no illegal funding sources are involved [29][41]. - The acquisition process has been validated by the law firm, which conducted thorough checks on the involved parties and their compliance with Chinese laws [3][19]. - The tender offer is set to last for 30 days, from November 20, 2025, to December 19, 2025, allowing shareholders to accept the offer during this period [30]. Group 3: Shareholder and Management Information - The actual controller of Zhonghao Xinying is Yang Gongyifan, who holds a significant stake and has a background in technology management [8][10]. - The acquisition will involve concerted actions with other parties, including Hainan Xinfan and individual shareholder Fang Donghui, to ensure unified decision-making [10][21]. - The management of Zhonghao Xinying and its concerted actions have not faced any significant legal issues in the past five years, indicating a stable operational history [16]. Group 4: Future Plans and Conditions - There are no immediate plans for Zhonghao Xinying to increase or dispose of its holdings in Tianpu shares within the next 12 months, aside from the current acquisition [22]. - The acquisition is structured to maintain the listing status of Tianpu shares, with commitments from the involved parties to propose solutions if the share distribution does not meet listing requirements post-acquisition [40].