Group 1 - The core point of the article is that Shenzhen Huili has initiated a tender offer for Shenkai Co., acquiring 41.89% of its shares, which triggers a mandatory tender offer [1] - The tender offer price is set at 16.13 yuan per share, with a total of 8,658.75 million shares being offered, representing 57.73% of the total issued shares [1] - The purpose of the tender offer is not to terminate the listing status of Shenkai Co. [1]

Core Viewpoint - The announcement details the transfer of all shares of Shenkai Co., Ltd. from its controlling shareholder and second-largest shareholder to Shenzhen Huili Hongsheng Industrial Holdings, triggering a mandatory general offer for the remaining shares held by other shareholders [1][3][4]. Summary by Sections Agreement Transfer Overview - The controlling shareholder He Quanbo and second-largest shareholder Beijing Huachuang will transfer a total of 62,831,216 shares, representing 41.89% of the company's total equity, to Shenzhen Huili at a price of 16.12 yuan per share, totaling approximately 1.01 billion yuan [3][4][6]. - After the transfer, the controlling shareholder will change from He Quanbo to Shenzhen Huili, with the actual controller becoming the Zaozhuang Tai'erzhuang District State-owned Assets Administration [1][3]. Background and Purpose of the Transfer - The transfer is part of Shenzhen Huili's strategic development, aiming to enhance the company's governance and profitability while sharing the development results with all shareholders [6][7]. Required Approvals and Procedures - The transfer requires compliance with the "Mergers and Acquisitions Management Measures" and will trigger a mandatory general offer to all other shareholders of Shenkai Co., Ltd. [3][4][6]. - Shenzhen Huili has obtained approval from the state-owned assets regulatory authority for the offer [1][3]. Parties Involved - The transferors include He Quanbo and Beijing Huachuang, while the transferee is Shenzhen Huili Hongsheng Industrial Holdings, which is controlled by the Zaozhuang Tai'erzhuang District State-owned Assets Administration [10][11]. Key Terms of the Transfer Agreement - The agreement stipulates that the transfer price is not lower than 90% of the closing price on the trading day prior to the agreement signing [3][4]. - The agreement includes provisions for the payment of the transfer price, with a guarantee deposit of approximately 249.89 million yuan and the remaining amount to be paid within five working days [13][25]. Future Steps and Compliance - The transfer will only be completed after obtaining necessary approvals from regulatory bodies and completing the mandatory general offer [7][26]. - The parties are committed to facilitating the completion of the transfer in compliance with relevant laws and regulations [25][26].

Group 1 - The core opinion of the legal opinion letter is that Shenzhen Huili Hongsheng Industrial Holdings (Limited Partnership) has the legal qualifications and capability to conduct the tender offer for Shenke Sliding Bearing Co., Ltd. [1][5][7] - Shenzhen Huili's basic information includes a registered capital of 460 million RMB and is managed by Shenzhen Hongde Business Service Co., Ltd. [3][4] - The actual controller of Shenzhen Huili is the Zaozhuang Taierzhuang District State-owned Assets Administration Center, through its control of Shandong Taihong Investment Development Group Co., Ltd. [5][6] Group 2 - Shenzhen Huili has confirmed that it does not fall under any prohibitive conditions outlined in the "Measures for the Administration of Acquisitions" that would prevent it from acquiring shares in a listed company [5][6]. - The funding for the tender offer will be sourced from a loan agreement with its controlling shareholder, Shandong Hongsheng, which has committed to providing the necessary performance guarantee [6][7]. - The legal opinion concludes that Shenzhen Huili possesses both the qualifications and the financial capability to fulfill its obligations under the tender offer [7].

Group 1 - The core point of the news is the acquisition offer by Shenzhen Huili Hongsheng Industrial Holdings (Limited Partnership) for Shinke Bearings Co., Ltd, which aims to acquire a total of 86,587,534 shares at a price of 16.13 yuan per share, representing 57.73% of the company's circulating shares [4][6][7] - Shenzhen Huili has successfully acquired 41.89% of Shinke's shares through a public auction, making it the controlling shareholder of the company [3][19] - The acquisition is part of a legal obligation to issue a comprehensive offer to all other shareholders, ensuring compliance with the Securities Law and the Regulations on the Management of Acquisitions [4][19] Group 2 - The total amount required for the acquisition is approximately 1.4 billion yuan, which will be funded through self-raised capital and a loan agreement with Shandong Hongsheng [7][8] - The acquisition process includes a 30-day offer period during which shareholders can accept the offer, with the results confirmed by the China Securities Depository and Clearing Corporation [8][20] - The financial and legal advisors for the acquisition are Guolian Minsheng Securities and Beijing Dacheng (Shenzhen) Law Firm, respectively, both of which have confirmed the legality and feasibility of the acquisition [21][22]

Core Viewpoint - The company Shenkai Co., Ltd. is undergoing a significant change in its ownership structure, with Shenzhen Huili becoming the new controlling shareholder after acquiring a substantial portion of shares through a public auction [1][5]. Summary by Sections Share Transfer Details - The total shares being transferred amount to 62,831,216, representing 41.89% of the company's total share capital, with 42,187,466 shares from He Quanbo (28.12%) and 20,643,750 shares from Beijing Huachuang (13.76%) [1]. - The transaction was completed at a price of approximately 1,013,072,279.88 RMB (about 1.01 billion RMB) [1]. Tender Offer - Shenzhen Huili is required to make a tender offer for all publicly traded shares held by other shareholders, totaling 86,587,534 shares at a price of 16.13 RMB per share [2][7]. - The tender offer price is subject to adjustments if there are any corporate actions such as dividends or stock splits during the offer period [2][7]. Ownership and Control Changes - Following the share transfer, Shenzhen Huili will become the controlling shareholder, with the actual control of the company shifting to Taierzhuang State-owned Assets [5]. - The tender offer is not intended to delist the company from the stock exchange [5]. Financial and Regulatory Aspects - The maximum total funds required for the tender offer is approximately 1,396,656,923.42 RMB (about 1.40 billion RMB) [8]. - The funding for the tender offer will be sourced from loans secured by Shenzhen Huili from its controlling entity, Shandong Hongsheng [8]. Offer Duration - The tender offer will be valid for 30 calendar days, with specific dates to be announced in subsequent disclosures [8].

Core Viewpoint - Shenzhen Huiri Hongsheng Industrial Holdings (Limited Partnership) has initiated a public tender offer to acquire 41.89% of Shinko Co., Ltd. (002633.SZ) shares at a price of 16.13 CNY per share, targeting all unrestricted circulating shares held by other shareholders [1] Group 1 - The tender offer is triggered by Shenzhen Huiri's intention to acquire shares through a public bidding process at Beijing Property Exchange [1] - The total number of shares involved in the tender offer is 86,587,534 shares [1] - The purpose of the tender offer is not to terminate the listing status of Shinko Co., Ltd. [1]

Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot 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 key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A transactions [2]. Implementation Procedures - The manual details various stages of M&A, including due diligence, financial and accounting assessments, organizational structure, risk factors, and common issues that may arise during the process [4]. Pricing and Payment Methods - Chapter 4 discusses four common pricing methods and three evaluation methods, emphasizing the importance of performance guarantees and considerations for setting them [16]. - Chapter 5 focuses on payment methods, including cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [21]. Negotiation Techniques - Chapter 6 provides insights into negotiation strategies, including preparation, timing, and tactics to employ during negotiations, highlighting the importance of effective communication [24]. Public Company Acquisitions - Chapter 9 elaborates on the operational logic of acquisitions and major asset restructurings involving public companies, detailing various acquisition methods such as tender offers, agreement acquisitions, and management buyouts, supported by case studies [26][27]. Integration Strategies - The final chapter discusses integration strategies post-acquisition, emphasizing the need for effective communication and collaboration between the acquiring and acquired companies to achieve synergy [28].

Group 1 - The core point of the news is the proposed acquisition of 24.99% of the shares of Shangwei New Materials Technology Co., Ltd. by Shanghai Zhiyuan Hengyue Technology Partnership (Limited Partnership) through a share transfer agreement [2][4][13] - The acquisition involves the transfer of 100,800,016 unrestricted circulating shares from SWANCOR Samoa, which is a wholly-owned subsidiary of Shangwei Investment Control [2][4] - Following the completion of the share transfer, Zhiyuan Hengyue and its action partner will collectively hold 29.99% of the shares and corresponding voting rights in the company [2][4] Group 2 - The acquisition is contingent upon the approval of the company's shareholders' meeting and compliance with relevant laws and regulations, including obtaining confirmation from the Shanghai Stock Exchange [3][4] - The proposed acquisition price is set at RMB 7.78 per share, with a total planned acquisition of 149,243,840 shares, representing 37.00% of the company's total share capital [10][11] - The total maximum funding required for the acquisition is estimated at RMB 1,161,117,075.20 [14][15] Group 3 - The acquisition is not intended to terminate the listing status of Shangwei New Materials, and the acquirer will coordinate with other shareholders to address any potential issues regarding share distribution post-acquisition [9][10] - The acquirer has deposited RMB 232,223,500 as a performance guarantee for the acquisition, which is at least 20% of the maximum required funds [15] - The acquisition period is set for 30 calendar days, during which investors can check the number of shares accepted for the offer on the Shanghai Stock Exchange website [16]

Core Viewpoint - The announcement details a significant share transfer involving the controlling shareholder of Shangwei New Materials Technology Co., Ltd., indicating a potential change in control to Zhiyuan Hengyue Technology Partnership [1][3][10] Group 1: Share Transfer Agreements - On July 8, 2025, SWANCOR IND.CO.,LTD. (Samoa) and other parties signed a share transfer agreement, where Zhiyuan Hengyue intends to acquire 24.99% of the company's shares from SWANCOR Samoa [1][6] - Additionally, Zhiyuan Hengyue will acquire 0.60% of shares from SWANCOR Samoa and 4.40% from Jinfeng Investment Holdings Limited, totaling 29.99% post-transfer [1][6][10] Group 2: Voting Rights and Control Change - Following the share transfer, SWANCOR Samoa and Strategic Capital Holding Limited will irrevocably waive their voting rights, leading to Zhiyuan Hengyue becoming the new controlling shareholder with 29.99% of the voting rights [2][10] - Mr. Deng Taihua will become the actual controller of the company after the transfer [3][10] Group 3: Lock-up Period and Commitments - Shares acquired through the transfer will be locked for 18 months post-registration, with commitments from partners to maintain control stability for 36 months [4][5][10] - The parties involved have made commitments to not transfer their shares during the lock-up period [4][5] Group 4: Offer to Purchase - Zhiyuan Hengyue plans to further increase its stake through a partial tender offer for 149,243,840 shares, representing 37.00% of the total share capital [3][10] - SWANCOR Samoa has committed to tendering 135,643,860 shares for this offer, which constitutes 33.63% of the total shares [3][10] Group 5: Financial Terms - The first payment for the share transfer is to be made on the day of registration, with a total transfer price of approximately 784.22 million RMB [17][18] - The second payment is contingent upon the completion of the company's 2025 performance audit [18][19]

Core Viewpoint - The announcement details a tender offer for shares of Shangwei New Materials Technology Co., Ltd. by Shanghai Zhiyuan Hengyue Technology Partnership, indicating a strategic move to increase control over the company and enhance its long-term value in the A-share market [1][10]. Summary by Sections Tender Offer Overview - On July 8, 2025, Shangwei New Materials received a tender offer report from Zhiyuan Hengyue, which includes a share transfer agreement involving the acquisition of 100,800,016 shares (24.99% of total shares) from SWANCOR IND.CO.,LTD. [1][2] - The share transfer price is set at RMB 7.78 per share [1][4]. Shareholder Agreements - SWANCOR and STRATEGIC have irrevocably committed to relinquishing their voting rights on all shares held, effective from the completion of the share transfer [2][3]. - Zhiyuan Hengyue plans to further acquire 149,243,840 shares (37.00% of total shares) through a partial tender offer [3][10]. Tender Offer Details - The tender offer price is RMB 7.78 per share, matching the price in the share transfer agreement [11][14]. - The total maximum funding required for the tender offer is approximately RMB 1.16 billion [16]. - The offer period for the tender is set for 30 days, with specific dates to be announced later [17]. Funding and Financial Arrangements - The acquirer has deposited RMB 232,223,500 as a performance guarantee for the tender offer [16]. - Funding for the acquisition will come from the acquirer's own and self-raised funds, with plans to secure bank loans [17]. Future Plans and Conditions - The acquirer does not plan to continue increasing its stake in the next 12 months beyond this tender offer [11]. - The tender offer is not intended to terminate the listing status of Shangwei New Materials, and the acquirer will work with other shareholders to address any potential issues regarding share distribution post-offer [10][11].