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AI芯片准独角兽收购上市公司
3 6 Ke· 2025-09-18 23:18
Core Viewpoint - The acquisition of Tianpu Co., Ltd. by Zhonghao Xinying has generated significant market interest, with Tianpu's stock hitting a historical high following the announcement of the acquisition plan [1][2]. Group 1: Acquisition Details - Zhonghao Xinying plans to gain control of Tianpu Co. through a series of acquisition transactions, with its founder Yang Gongyifan becoming the actual controller of Tianpu [1][2]. - The acquisition involves two steps: a share transfer where Zhonghao Xinying acquires 10.75% of shares and an increase in capital amounting to 1.521 billion yuan [3]. - After the capital increase, Zhonghao Xinying and Hainan Xinfan will collectively hold 50.01% of Tianpu's shares, establishing Yang Gongyifan as the new actual controller [3][4]. Group 2: Market Reactions and Speculations - The market has speculated about Zhonghao Xinying's potential asset injection into Tianpu, but Tianpu has clarified that there are no plans for asset injection [2][4]. - The transaction has drawn comparisons to other acquisition cases, with experts noting that it does not constitute a backdoor listing, as Zhonghao Xinying is first acquiring control of the major shareholder [2][4]. Group 3: Financial and Operational Implications - The new controller, Yang Gongyifan, aims to leverage Tianpu's automotive industry qualifications to expand into the new energy vehicle sector [4]. - The acquisition is expected to enhance the quality of the listed company, with supplementary agreements signed regarding share transfer payments and performance compensation [4][5]. Group 4: Regulatory Considerations - The acquisition may trigger a mandatory tender offer due to Zhonghao Xinying's shareholding exceeding 30%, which could increase transaction costs and compliance risks [5][7]. - Recent regulatory changes emphasize the need for significant synergy between the acquired company and the acquirer, which could impact the approval of the transaction [5][8]. Group 5: Zhonghao Xinying Overview - Zhonghao Xinying, established in October 2020, focuses on high-performance AI chips and has raised over 1.7 billion yuan since its inception [9][10]. - The company has experienced fluctuating financial performance, with revenues of 0.82 billion yuan in 2022 and a net profit of 8.89 million yuan in 2024, but reported a loss of 143 million yuan in the first half of 2025 [12].
复牌又“一字”涨停!宁波这家上市公司控制权出让原因曝光
Sou Hu Cai Jing· 2025-09-18 14:25
Core Viewpoint - After a second suspension, Ningbo-listed company Tianpu Co., Ltd. has resumed trading and achieved a "12 consecutive limit-up" performance, indicating strong market sentiment and investor interest [1][4]. Group 1: Stock Performance - As of September 18, Tianpu Co., Ltd. closed with a 10% increase, reaching 83.6 yuan per share, with a total order amount of 10.31 billion yuan. The stock price has surged by 185.3% from 29.3 yuan per share on August 22 [2]. Group 2: Company Announcements - On September 17, Tianpu Co., Ltd. released an announcement regarding the results of its stock trading suspension review, addressing concerns about asset injection and insider trading [5]. - The company clarified that the acquirer, Zhonghao Xinying, has no plans for asset injection and will not make significant changes to the company's main business within the next 12 months [6]. Group 3: Insider Trading Concerns - The announcement stated that four individuals with insider information engaged in stock trading between February 14, 2025, and August 14, 2025. However, their trading actions occurred before the formation or knowledge of insider information, thus not constituting insider trading [7]. - Tianpu Co., Ltd. also addressed concerns regarding strategic investor Fang Donghui, confirming he did not hold any shares prior to the transaction and complied with investment preferences [8]. Group 4: Control Change and Business Strategy - The company’s controlling shareholder, You Jianyi, indicated that the transfer of control aims to introduce a new shareholder with innovative production capabilities to facilitate the company's transformation and upgrade [9]. - The acquirer, Zhonghao Xinying, plans to invest 1.36 billion yuan to gain control of Tianpu Co., Ltd., with an additional potential requirement of up to 804 million yuan for a full takeover [9]. Group 5: Financial Performance and Regulatory Compliance - Tianpu Co., Ltd. does not meet the main board's IPO profitability standards, having reported net profits of -42.98 million yuan in 2022, 81.33 million yuan in 2023, and 88.91 million yuan in 2024, with a loss of 143.7 million yuan in the first half of 2025 [11]. - Zhonghao Xinying faces significant financial obligations, with potential liabilities of up to 1.731 billion yuan if certain performance conditions are not met by the end of 2026 [12]. Group 6: IPO Timeline - As of September 2025, Zhonghao Xinying has not submitted an IPO application or initiated listing guidance, indicating a limited window for independent listing [13].
605255,12个"一"字涨停板!公司紧急公告:股价已严重偏离基本面!
Zheng Quan Shi Bao· 2025-09-18 13:47
Core Viewpoint - Tianpu Co., Ltd. has experienced a significant stock price surge, raising concerns about a potential rapid decline due to a severe deviation from the company's fundamentals [1][2]. Group 1: Stock Performance and Valuation - Tianpu Co., Ltd. has seen its stock price increase by 213.81% over 12 consecutive trading days, closing at 83.6 yuan per share, with a market capitalization of 11.2 billion yuan [1]. - The company's current price-to-earnings (P/E) ratio stands at 362.7 times, and the price-to-book (P/B) ratio is 13.87 times, both significantly higher than the industry averages of 34.03 times and 3.56 times, respectively [1]. Group 2: Control Change and Market Speculation - The recent stock surge is attributed to a proposed change in control, where the actual controller, You Jianyi, plans to transfer a total of 10.75% and 8% of shares to Zhonghao Xinying and Fang Donghui, respectively [1][2]. - Following the share transfer, Zhonghao Xinying and Hainan Xinfan will hold a combined 50.01% stake in Tianpu Co., allowing them to control the company [2]. - There are market speculations regarding Zhonghao Xinying's potential to achieve a backdoor listing through Tianpu Co., although the company has clarified that there are no plans for asset injection [2]. Group 3: Business Performance - Tianpu Co., Ltd. primarily produces polymer fluid pipeline systems and sealing system components for traditional fuel vehicles, with no significant changes in its main business operations [3]. - For the first half of the year, the company reported a revenue of 151 million yuan, a year-on-year decrease of 3.44%, and a net profit of 11.298 million yuan, down 16.08% year-on-year [3]. - The company has stated that there are no immediate plans from the acquirer, Zhonghao Xinying, to alter the main business operations within the next 12 months [3].
四名内幕知情人提前交易!12连板天普股份突生变故:交易存终止风险
第一财经· 2025-09-18 10:29
Core Viewpoint - Tianpu Co., Ltd. has resumed trading with a significant stock price increase, marking a 12-day consecutive rise, following the announcement of a major acquisition by Zhonghao Xinying Technology Co., Ltd. [3] Summary by Sections Acquisition Details - Zhonghao Xinying plans to invest 1.36 billion yuan to gain control of Tianpu Co., Ltd., aiming to shift the company's focus from traditional fuel vehicles to the new energy vehicle sector [3][6] - Tianpu Co., Ltd. has denied any asset injection plans related to this acquisition, asserting that the transaction does not constitute a backdoor listing [5][6] Financial Analysis - Zhonghao Xinying has reported consecutive losses, with net profits of -42.98 million yuan in 2022, 81.33 million yuan in 2023, and 88.91 million yuan in 2024, along with a loss of 143.7 million yuan in the first half of 2025, failing to meet the main board's backdoor listing standards [7] - The acquisition may require up to 804 million yuan in additional funding, while Zhonghao Xinying's available funds are only 1.051 billion yuan after recent financing [6][7] Stock Performance - Tianpu Co., Ltd.'s stock has surged by 572% in 2023, rising from 12.44 yuan to 83.6 yuan, with significant price movements noted around key dates [8] - The stock experienced a notable increase following the acquisition announcement, leading to concerns about potential insider trading, although the company claims that transactions by insiders occurred before the acquisition information was known [8][9]
四名内幕知情人提前交易!12连板天普股份突生变故:交易存终止风险
Di Yi Cai Jing· 2025-09-18 10:25
Core Viewpoint - Tianpu Co., Ltd. has resumed trading with a significant stock price increase, raising questions about the acquisition by Zhonghao Xinying Technology Co., Ltd. and its implications for the company's future direction in the electric vehicle sector [2][3]. Group 1: Acquisition Details - Zhonghao Xinying plans to invest 1.36 billion yuan to gain control of Tianpu Co., Ltd., with the intention of shifting the company's focus from traditional fuel vehicles to electric vehicles [2][3]. - Tianpu Co., Ltd. has denied any asset injection plans related to the acquisition, asserting that the transaction does not constitute a backdoor listing [3][5]. - The acquisition is seen as a strategic move to leverage Tianpu's automotive resources and industry qualifications, despite the significant financial strain on Zhonghao Xinying [3][4]. Group 2: Financial Concerns - Zhonghao Xinying's financial situation is precarious, with reported losses of 42.98 million yuan in 2022 and projected losses of 143.7 million yuan in the first half of 2025, which raises concerns about its ability to meet the financial requirements for the acquisition [5][6]. - The company has a potential liability of up to 1.731 billion yuan due to performance-based agreements, which could complicate the acquisition process [5][6]. Group 3: Market Reactions and Regulatory Scrutiny - Tianpu Co., Ltd. has experienced a dramatic stock price increase of 572% this year, leading to regulatory scrutiny regarding potential insider trading [7][8]. - The company has conducted an internal review and found that four individuals with insider information engaged in stock trading prior to the announcement of the control change, but they claim this does not constitute insider trading [7].
内幕知情人提前潜伏,天普股份“卖身”突增不确定
Di Yi Cai Jing· 2025-09-18 09:21
Core Viewpoint - The acquisition of Tianpu Co. by Zhonghao Xinying aims to transition the company from traditional fuel vehicles to the new energy vehicle sector, despite concerns regarding Zhonghao's financial stability and the relevance of this acquisition to its core AI chip business [1][2][3]. Group 1: Acquisition Details - Zhonghao Xinying plans to invest a total of 1.36 billion yuan to gain control of Tianpu Co. [2][3] - Tianpu Co. has denied any asset injection plans related to this acquisition, asserting that it does not constitute a backdoor listing [3][4]. - The previous controlling shareholder, You Jianyi, transferred control due to personal limitations in driving the company's transformation [3]. Group 2: Financial Concerns - Zhonghao Xinying's financial situation is precarious, with reported losses of 42.98 million yuan in 2022, 81.33 million yuan in 2023, and projected losses of 143.7 million yuan in the first half of 2025, failing to meet the main board's IPO profitability standards [4][5]. - The company has a potential liability of up to 1.731 billion yuan due to performance-based agreements, which could trigger significant financial repercussions if not met [4]. Group 3: Market Activity and Regulatory Scrutiny - Tianpu Co.'s stock has seen a dramatic increase of 572% this year, raising suspicions of insider trading, particularly around the time of the acquisition announcement [7]. - Four individuals with insider knowledge engaged in stock trading prior to the public announcement, but the company claims these transactions do not constitute insider trading [7][8].
停牌前11连涨停,605255明天复牌
Zheng Quan Shi Bao· 2025-09-17 13:28
二次停牌核查的"大牛股"天普股份(605255)明日即将复牌。 证券时报·e公司记者关注到,含本次在内,天普股份9月份已经历了两轮停牌核查,首次停牌核查发生在9月4 日至9月8日。从股价表现来看,公司在首次停牌核查后仍然延续暴涨行情。伴随着二次停牌核查期间更多信 息的披露,明日复牌后的股价走势颇受市场关注。 截至目前,天普股份总股本1.34亿股,公司控股股东浙江天普控股有限公司(以下简称"天普控股")、实际 控制人尤建义及其一致行动人合计持有1.01亿股,占公司总股本的75%;其余为外部流通股,流通盘较小, 可能存在非理性炒作风险。 天普股份本轮上涨行情,与公司控制权变更的消息密切相关。8月21日晚,天普股份发布公告,实控人尤建 义及其控制下的天普控股、天昕贸易拟以协议转让方式合计向中昊芯英(杭州)科技有限公司(以下简称"中昊 芯英")转让公司10.75%股份。同时,普恩投资、天昕贸易拟以协议转让方式向方东晖合计转让公司8%股份。 以前述股份转让完成为前提,中昊芯英、海南芯繁企业管理合伙企业(有限合伙)(以下简称"海南芯繁")、方东 晖拟向天普控股增资。增资后,中昊芯英、海南芯繁合计持有天普控股50.01%股 ...
“80后牛散”与“85后芯片新贵”结盟,11连板“妖股”天普股份换老板
3 6 Ke· 2025-09-16 23:48
自从原老板"汽车零部件大佬"尤建义宣布卖壳给"85后芯片新贵"——中昊芯英的杨龚轶凡,天普股份的股价坐上了火箭,一飞冲天,走出11个涨停板 的"大牛股"走势,更是在一周之内连收了上交所两张《监管工作函》。 8月22日,天普股份第一次复牌当日涨停,上交所就下发了《监管工作函》,要求公司说明控制权转让涉及的收购方资金来源、内幕信息管控等。8月28 日,天普股份再次收到上交所下发的监管工作函。对近期股价波动有关事项向公司及相关方明确监管要求。 诡异的是,天普股份在消息宣布停牌前一个月股价涨幅高达37%,且上市公司艾布鲁(301259.SZ)在天普股份停牌当天的8月15日,宣布和私募基金重庆 涌瑞对杨龚轶凡麾下的中昊芯英增资。这些情况引发了投资者在股吧、雪球等投资者社区对于内幕信息提前泄露的质疑。 不过,随后天普股份发公告称,经公司自查并向控股股东、实际控制人书面发函查证,确认不存在应披露而未披露的重大事项或重要信息。9月16日,公 司在《回复公告》中重申,本次控制权变更事项不存在内幕信息提前泄露的情形。 图源:罐头图库 11连板"妖股"天普股份(605255.SH)在9月11日停牌核查后,终于在9月16日连发了6大 ...
回应“借壳”质疑!11连板天普股份说明会:中昊芯英无资产注入计划
Ge Long Hui· 2025-09-16 16:03
因控制权变更消息斩获"11连板"、被市场称作"最强妖股"的天普股份,于今日下午召开了投资者说明会,针对市场关注的多个问题一一回应。 回溯来看,自8月21日天普股份披露收购消息后,其股价便开启暴涨模式。8月22日至9月10日期间累计涨幅超185%;因股价异常波动,公司目前仍处于停牌 核查状态,停牌前股价报76元/股,总市值达102亿元。 否定"借壳传闻" 根据天普股份8月21日披露的公告,中昊芯英通过"股份转让+增资"方式获得公司控制权,其实际控制人杨龚轶凡成为上市公司新实控人。该交易已触发全面 要约义务,须待中昊芯英及海南芯繁履行完毕后方可实施。 在本次的投资者说明会上,中昊芯英董事长杨龚轶凡就市场关注的"是否构成借壳"问题作出明确回应。他表示,中昊芯英无资产注入计划,中昊芯英自身现 有资本证券化路径亦与本次收购上市公司无关。 收购方没有在未来12个月内改变上市公司主营业务或者对上市公司主营业务做出重大调整的明确计划;没有在未来12个月内对上市公司及其子公司的资产和 业务进行出售、合并、与他人合资或合作的明确计划,或上市公司拟购买或置换资产的明确重组计划。 关于收购资金来源,杨龚轶凡披露中昊芯英、海南芯繁与方 ...
借壳ST联合上市再进一步!包装水市场内卷加剧,润田实业欲借资本之力破局
Hua Xia Shi Bao· 2025-09-12 10:24
Group 1 - The core viewpoint of the article is that Jiangxi Runtian Industrial Co., Ltd. is advancing its process of reverse listing through ST United, amidst a highly competitive bottled water market [2][3] - On September 10, ST United held a temporary shareholders' meeting and approved the major asset restructuring plan, which aims to inject high-quality consumer assets into ST United and expand its bottled water business [3][4] - The restructuring plan has received approval from the Jiangxi Provincial State-owned Assets Supervision and Administration Commission, indicating governmental support for the transaction [3] Group 2 - The total transaction price for acquiring 100% of Runtian Industrial is 3.009 billion yuan, with 2.106 billion yuan paid through the purchase of ST United shares and 903 million yuan raised through a private placement [4] - After the transaction, the shareholding structure of ST United will change, with Jiangxi Maitong, Runtian Investment, and Nanchang Jinkai Capital holding 28.86%, 13.98%, and 13.75% of ST United, respectively [4] Group 3 - Runtian Industrial's performance commitments indicate a conservative outlook, with projected net profits for 2025 lower than those of 2024, and growth rates for 2026 and 2027 below 7% [2][7] - The bottled water market in China is increasingly competitive, with numerous players including both foreign brands and domestic giants, leading to intensified price wars and market share battles [6][7] - Runtian Industrial's sales are primarily concentrated in Jiangxi, and its ability to expand beyond this region is limited, necessitating significant investment in water sources and supply chains [6][7] Group 4 - Runtian Industrial's projected revenues for 2023 and 2024 are 1.152 billion yuan and 1.26 billion yuan, respectively, with net profits of 145 million yuan and 176 million yuan [6][7] - The company aims to strengthen its market position in Jiangxi while expanding into the Northeast and East China markets over the next three years [8]