天普股份详解要约收购规则：接受要约或致大额亏损 12月16日前可撤单

Core Viewpoint - The investor communication meeting held by Tianpu Co., Ltd. (605255.SH) on December 2 addressed concerns regarding the change of control and the comprehensive tender offer, highlighting the potential significant economic losses for investors accepting the offer [2][8]. Group 1: Transaction Details - The preliminary agreement transfer for the change of control has been successfully completed, with 25.14 million shares transferred, accounting for 18.75% of the total share capital [2][8]. - Tianpu Holdings retains its status as the controlling shareholder, with Yu Jianyi continuing as the actual controller of the company [2][8]. Group 2: Tender Offer Information - After the capital increase, Zhonghao Xinying plans to control 68.29% of Tianpu Co., which exceeds the 30% legal threshold, triggering the obligation for a comprehensive tender offer [3][9]. - The tender offer price is set at 23.98 yuan per share, with the offer period running from November 20, 2025, to December 19, 2025, totaling 30 calendar days [3][9]. - Investors accepting the tender offer at 23.98 yuan per share could face a potential loss of 123.02 yuan per share compared to the recent closing price of 147.00 yuan [3][9]. Group 3: Withdrawal Mechanism - Investors can withdraw their acceptance of the tender offer up to three trading days before the offer period ends, specifically by December 16, 2025 [3][9]. - No withdrawals will be allowed in the last three trading days of the offer period, emphasizing the need for investors to carefully assess risks before making decisions [3][9]. Group 4: Future Plans and Operations - Tianpu Co. has denied any plans for asset injection or reverse listing, stating that Zhonghao Xinying is pursuing its independent IPO and is in the process of restructuring [4][10]. - Zhonghao Xinying has contingent liabilities related to previous financing agreements amounting to approximately 1.731 billion yuan, with specific conditions that could trigger buyback obligations [4][10]. - The management of Tianpu Co. aims to enhance the company's high-quality development through optimized shareholder structure and governance, with a focus on transitioning from traditional fuel vehicles to the new energy vehicle sector [5][11].