中昊芯英拟借壳上市：天普股份触发全面要约收购

Group 1 - The core point of the news is the announcement of a mandatory tender offer by Zhonghao Xinying for Tianpu Rubber Technology Co., Ltd., triggered by a change in control through share transfer and capital increase [2][4] - The tender offer price is set at 23.98 CNY per share, aiming to acquire 25% of the unrestricted circulating shares, with the offer period from November 20, 2025, to December 19, 2025 [2][5] - Following the announcement, Tianpu's stock price surged, reaching 140.36 CNY per share as of November 26, 2023, up from approximately 25 CNY in early August [2] Group 2 - The acquisition involves a combination of share transfer and capital increase, with Zhonghao Xinying and its concerted parties acquiring a total of 10.75% and 8.00% of Tianpu's shares, respectively, and committing to capital increases totaling 15.21 million CNY [4] - As of the signing date of the tender offer report, Zhonghao Xinying and its concerted parties hold 18.75% of Tianpu's shares, and post-capital increase, their control will rise to 68.29%, exceeding the 30% threshold that triggers the mandatory tender offer [4] Group 3 - The tender offer specifies that the maximum required funds for the acquisition amount to 804 million CNY, with 165 million CNY already deposited as a performance guarantee, ensuring sufficient funding from self-owned resources [5] - The tender offer period is set for 30 calendar days, with the last three trading days being irrevocable for any accepted offers [5] Group 4 - As of November 24, 2025, only 3,800 shares have been tendered, representing 0.00283% of the total shares, raising concerns about the potential risk of delisting if public shareholders' holdings fall below 25% [7] - Zhonghao Xinying has committed to coordinating with other shareholders to maintain the listing status if such a situation arises, ensuring remaining shareholders can sell their shares at the tender offer price if delisting occurs [7] Group 5 - Zhonghao Xinying, established in October 2020, focuses on integrated circuit design and artificial intelligence software development, with its actual controller being Yang Gongyi Fan, who has a background in engineering and experience at major tech companies [8] - The concerted parties include Hainan Xinfan and individual Fang Donghui, with diverse backgrounds in technology and management [8]