Core Viewpoint - The financial advisor, Shenwan Hongyuan Securities, is overseeing the tender offer by Beijing Zhichuang Tiandi Technology Development Co., Ltd. for Chongqing Wanli New Energy Co., Ltd., with a focus on compliance and operational integrity during the acquisition process [1][2]. Summary by Sections Tender Offer Execution - The tender offer involves acquiring 30,657,480 shares, representing 20.00% of the total share capital of Wanli New Energy, at a price of 7.00 CNY per share, with the offer period from August 6, 2024, to September 4, 2024 [1]. Compliance and Governance - During the ongoing supervision period, Wanli New Energy has adhered to the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange, establishing a sound corporate governance structure and internal control system [2][3]. Public Commitment Fulfillment - Zhichuang Tiandi has made commitments to maintain the independence of Wanli New Energy, avoid competition, and regulate related party transactions, with no violations reported during the supervision period [2][3]. Post-Acquisition Plans - There are no plans to change the main business operations, dispose of significant assets, or alter the management structure within the next 12 months, ensuring stability in operations [4][5][6]. Employee and Dividend Policies - No significant changes to employee hiring practices or dividend policies are planned, indicating a commitment to maintaining current operational practices [6][7]. Summary of Continuous Supervision - The financial advisor concludes that Wanli New Energy has fulfilled its obligations regarding the tender offer, and both the acquirer and the target company have operated in compliance with relevant regulations without any detrimental actions against the company's interests [7].

Overview - The company has proposed to the shareholders' meeting to approve the exemption of the controlling shareholder, Maoming Port Group Co., Ltd., from making a mandatory tender offer following a specific stock issuance [1][2] Group 1: Proposal Details - The company plans to issue 155,962,606 shares to Maoming Port, which will result in the controlling shareholder exceeding 30% of the voting rights in the company [1] - The issuance is subject to approval by the shareholders' meeting, where related shareholders will abstain from voting [2] Group 2: Regulatory Framework - According to the "Measures for the Administration of the Acquisition of Listed Companies," investors can be exempt from making a tender offer if approved by non-related shareholders and commit to not transferring the newly issued shares for three years [2] - Maoming Port has committed to not transferring the shares acquired in this issuance for 36 months from the completion of the issuance [2]

Core Viewpoint - The announcement details the results of the shareholding increase plan by the controlling shareholder of Anhui Anfu Battery Technology Co., Ltd., which has been nearly completed but is now terminated to avoid triggering mandatory tender offer obligations [2][3][7]. Summary by Sections Shareholding Increase Plan - The controlling shareholder, Shenzhen Qianhai Glory Capital Management Co., Ltd., initially planned to increase its shareholding by no less than RMB 300 million, later raising the amount to RMB 500 million [2][4]. - As of the announcement date, the total amount of shares purchased by the controlling shareholder reached RMB 335.33 million, completing 98.79% of the planned increase [2][4]. Termination of the Plan - The increase in shareholding was terminated because the controlling shareholder's voting rights reached 29.98%, and further increases would trigger mandatory tender offer obligations under the regulations [3][7]. - The decision to terminate the plan was based on objective regulatory constraints rather than issues related to funding or commitment [7]. Future Outlook - Despite the termination of the shareholding increase plan, the controlling shareholder maintains confidence in the company's core competitiveness and long-term investment value, indicating ongoing support through strategic collaboration [7][8].

Group 1 - The core point of the announcement is that Anfu Technology's controlling shareholder, Qianhai Glory, has completed 98.79% of its share buyback plan, amounting to 335.33 million yuan [1] - As of August 26, 2023, the shareholding of Qianhai Glory and its concerted parties has reached 29.98%, which is close to the 30% threshold that would trigger a mandatory tender offer [1] - Qianhai Glory has decided to terminate its share buyback plan to avoid exceeding the 30% voting rights threshold, which would obligate them to make a tender offer [1] Group 2 - For the fiscal year 2024, Anfu Technology's revenue composition is as follows: battery manufacturing sales account for 89.24%, agency business accounts for 10.62%, and other businesses account for 0.14% [1] - The current market capitalization of Anfu Technology is 8 billion yuan [2]

Core Viewpoint - The company is seeking shareholder approval for Jiangxi Maitong Health Beverage Development Co., Ltd. and its concerted actions to be exempt from making a mandatory tender offer following a share issuance and cash payment transaction [1][2]. Group 1: Shareholding and Transaction Details - As of April 30, 2025, the controlling shareholder, Jiangxi Provincial Tourism Group Co., Ltd. (Jiangxi Group), and its concerted party, Nanchang Jiangxi Asset Management Co., Ltd., collectively hold 24.30% of the company's shares [1]. - The company plans to acquire 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payments to Jiangxi Maitong, Jiangxi Runtian Investment Management Co., Ltd., and Nanchang Jinkai Capital Management Co., Ltd. [1]. - Jiangxi Maitong, a wholly-owned subsidiary controlled by Jiangxi Group, will subscribe for shares issued by the company as part of this transaction [1]. Group 2: Regulatory Compliance and Shareholder Approval - According to Article 63, Clause 1, Item (3) of the "Measures for the Administration of the Acquisition of Listed Companies," investors can be exempt from making a tender offer if they acquire new shares that exceed 30% of the company's issued shares, provided they commit not to transfer these shares for three years and receive approval from the shareholder meeting [2]. - Jiangxi Maitong has committed not to transfer the newly issued shares for 36 months, and the board of directors is requesting shareholder approval for the exemption from the tender offer requirement [2]. - The proposal will be submitted to the company's shareholder meeting for approval, requiring a two-thirds majority vote from non-related shareholders present at the meeting [2].

Group 1 - The acquisition involves Shuangrun Zheng'an Information Consulting (Beijing) Co., Ltd. making a partial tender offer for Jiangsu Haobio Pharmaceutical Co., Ltd. [1][2] - The tender offer includes 15,570,480 shares, representing 25.01% of the total shares after excluding repurchased shares, at a price of 33.74 CNY per share [2][3] - The tender offer period is set from December 24, 2024, to January 22, 2025, lasting for 30 calendar days [2] Group 2 - The financial advisor confirms that during the ongoing supervision period, Haobio and Shuangrun Zheng'an have complied with relevant regulations and operated in accordance with corporate governance standards [3][6] - Shuangrun Zheng'an and its concerted parties have committed to maintaining the operational independence of Haobio and ensuring no interference in its management [4][5] - There are no plans to change Haobio's main business or make significant adjustments within the next 12 months [7][8] Group 3 - The acquisition parties have committed to avoiding any competition with Haobio's main business and ensuring fair treatment in any necessary related transactions [5][6] - There are no plans for significant changes to the current board of directors or senior management of Haobio following the acquisition [9][10] - The financial advisor has verified that there are no plans for major changes to employee hiring or dividend policies within the next 12 months [11][12] Group 4 - The acquisition does not involve any guarantees or loans that could harm Haobio's interests [13] - The parties involved have fulfilled all other obligations stipulated in the acquisition agreement [13]

Core Viewpoint - The company is seeking shareholder approval to exempt specific investors from making a mandatory tender offer after acquiring shares that would exceed 30% ownership through a private placement of A-shares [1][2][3] Group 1: Company Actions - The company held its fourth board meeting on August 22, 2025, where it approved the proposal for a private placement of A-shares and the request for shareholder approval to exempt the investors from a tender offer [1] - The specific investors in this private placement are identified as Lu Hongping and Tu Han, who are expected to hold more than 30% of the company's shares post-issuance [2] Group 2: Regulatory Compliance - According to the relevant regulations, the investors' acquisition of shares exceeding 30% would typically trigger a mandatory tender offer; however, they have committed to not transferring these shares for 36 months [2] - The board's proposal to exempt the investors from the tender offer requires approval from non-related shareholders at the upcoming shareholder meeting [3] - The company will adhere to any changes in policies from the China Securities Regulatory Commission or the Shanghai Stock Exchange regarding the tender offer exemption and lock-up period [3]

证券代码：002633 证券简称：申科股份 公告编号：2025-034 申科滑动轴承股份有限公司 关于深圳汇理鸿晟产业控股企业（有限合伙） 要约收购公司股份的第三次提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 重要内容提示： 圳汇理"、"收购人"） 要约收购申科滑动轴承股份有限公司（以下简称"上 市公司"、"公司"或"申科股份"）股份的第三次提示性公告。 年 8 月 27 日。本次要约收购期限届满前最后三个交易日，即 2025 年 8 月 25 日、2025 年 8 月 26 日和 2025 年 8 月 27 日，预受股东可撤回当日申报的预 受要约，但不得撤回已被中国证券登记结算有限责任公司深圳分公司（以下 简称"中登公司深圳分公司"）临时保管的预受要约。 本次要约收购系深圳汇理通过北京产权交易所公开竞价拟取得申科股份 理中心（有限合伙）（以下简称"北京华创"）签署了本次股份转让的相关《产 权交易合同》，根据《证券法》和《收购管理办法》的相关规定，深圳汇理应当 向申科股份除深圳汇理通过本次公开竞价拟取得股份以外的所有股东所持有的 上市公司全部无限 ...

Core Viewpoint - The acquisition of Ningbo Tianpu Rubber Technology Co., Ltd. by Zhonghao Xinying (Hangzhou) Technology Co., Ltd. involves a significant transfer of shares and capital increase, leading to a change in control of the company [4][5][6]. Group 1: Acquisition Details - Zhonghao Xinying plans to acquire a total of 10.75% of the shares of Ningbo Tianpu Rubber Technology through agreements with existing shareholders [4]. - The acquisition includes the transfer of 2,473,600 shares, 8,940,000 shares, and 3,000,000 shares from various parties, representing 1.84%, 6.67%, and 2.24% of the total share capital respectively [4]. - Following the acquisition, Zhonghao Xinying will hold 30.52% of Tianpu Holdings, which will allow it to control Ningbo Tianpu Rubber Technology indirectly [4][5]. Group 2: Financial Aspects - The total maximum funding required for the acquisition is 803,809,600.00 yuan, with the offer price set at 23.98 yuan per share [7][10]. - The funding for the acquisition will come entirely from Zhonghao Xinying's own funds, and a performance deposit of 165,000,000.00 yuan has already been made [10][11]. - The acquisition is structured to comply with legal requirements, ensuring that the offer price is not lower than the highest price paid for shares in the last six months [7][10]. Group 3: Company Background - Ningbo Tianpu Rubber Technology Co., Ltd. is listed on the Shanghai Stock Exchange under the stock code 605255, with a total share capital of 134,080,000 shares [6]. - The company operates in the rubber technology sector, focusing on the design and manufacturing of rubber products [4][6]. Group 4: Future Plans - There are currently no plans for Zhonghao Xinying to further increase its stake in Ningbo Tianpu Rubber Technology within the next 12 months, aside from the current acquisition [6][22]. - The acquisition does not aim to terminate the listing status of Ningbo Tianpu Rubber Technology [6][22].

Core Viewpoint - The number of IPOs in A-shares in 2024 reached only 100, the lowest in a decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline the operational key points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [4]. Chapter Highlights - **Chapter 1**: Discusses the importance of communication and understanding between buyers and sellers to avoid failures in M&A due to information asymmetry [11]. - **Chapter 3**: Focuses on the design of M&A plans, including considerations for acquisition ratios, methods, operational cycles, performance guarantees, and termination conditions [18]. - **Chapter 4**: Introduces four common pricing methods and three evaluation methods, detailing six aspects to consider when setting performance guarantees [19]. - **Chapter 5**: Explores payment methods in M&A, discussing cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [23]. - **Chapter 6**: Emphasizes negotiation strategies in M&A, outlining necessary preparations and tactics for effective negotiation [25]. - **Chapter 9**: Provides insights into the operational logic of acquisitions and major asset restructurings, detailing various acquisition methods such as tender offers and management buyouts, supported by case studies [27][29]. - **Chapter 10**: Focuses on case studies to highlight key points in major asset restructuring, including share lock-up arrangements [10][31]. Additional Considerations - The manual also addresses the role of government subsidies in M&A, emphasizing the need for buyers to consider local government support policies and potential disputes regarding resource allocation post-acquisition [14].