欲以6.28亿元拿下近20%股权 80岁“老帅”胡先根拟入主天创时尚

Core Viewpoint - Tianchuang Fashion has finalized a control change with Anhui Xianrui Investment Holding Co., which will become the new controlling shareholder after acquiring 19.95% of the company's shares at a price of 7.5 yuan per share, totaling 628 million yuan [2][3]. Group 1: Share Transfer Details - Quanzhou Hetian and Gaochuang Limited will transfer a total of 83.736 million shares, representing 19.95% of Tianchuang Fashion's total share capital, to Anhui Xianrui [2][3]. - The share transfer includes Quanzhou Hetian transferring 45.959 million shares (10.95%) for 345 million yuan and Gaochuang Limited transferring 37.7745 million shares (9.00%) for 283 million yuan [3]. - Post-transfer, Quanzhou Hetian's shareholding will decrease to 6.50%, Gaochuang Limited to 4.61%, and Anhui Xianrui will hold 19.95% [3]. Group 2: Shareholder Commitments - Quanzhou Hetian and its actual controller Li Lin have committed not to transfer their remaining shares for 36 months post-transaction, while Gaochuang Limited has a 24-month commitment [3][4]. - Anhui Xianrui and its controlling shareholder have committed not to transfer the acquired shares for 60 months and not to pledge them for 36 months [3][4]. Group 3: Board Restructuring - Tianchuang Fashion will complete a board restructuring within 20 days after disclosing its 2026 semi-annual report, with Anhui Xianrui nominating 5 out of 7 board members [4]. - The new board will include 3 non-independent directors and 2 independent directors nominated by Anhui Xianrui, with the chairman being one of the nominated directors [4]. Group 4: Anhui Xianrui and Hu Xian Gen - Anhui Xianrui was established specifically for this equity change, with a registered capital of 150 million yuan, fully controlled by Cixing Group [5]. - Hu Xian Gen, the founder of Cixing Group, is 80 years old and holds 81.85% of the group's shares [5]. Group 5: Funding Sources for Acquisition - The acquisition will be funded through a combination of self-owned and self-raised funds, with at least 314 million yuan coming from self-owned funds [6]. - Cixing Group has obtained a loan intention letter from Agricultural Bank of China for the self-raised portion [6]. Group 6: Cixing Group Overview - Cixing Group is a leading enterprise in the bearing industry, specializing in the R&D, production, and sales of precision transmission components [6]. - The company has a production capacity of approximately 2.8 billion yuan and operates multiple subsidiaries across China and abroad [6]. Group 7: Financial Performance - Cixing Group reported revenues of 1.497 billion yuan in 2022, 1.803 billion yuan in 2023, and 2.156 billion yuan in 2024, with a net profit of 165 million yuan in 2023 [7]. - Tianchuang Fashion has faced declining revenues and profitability, with a reported revenue of 744 million yuan in the first three quarters of 2025, a year-on-year decrease of 7.12% [7].