导语 天普股份的这场资本狂欢，是收购方中昊芯英的一场买壳"豪赌"。 天普股份的这场资本狂欢，是收购方中昊芯英（杭州）科技有限公司（下称"中昊芯英"）的一场买 壳"豪赌"。 与科德教育的早期布局不同，艾布鲁通过控股子公司杭州星罗中昊科技有限公司（下称"星罗中昊"）， 采取"分阶段加码""的投资策略，在借壳预期升温节点精准切入，对中昊芯英形成第二重压力。 2024年9月，艾布鲁设立星罗中昊，以2.5亿元自有资金对中昊芯英增资，取得7.69%股份。随着借壳天 普股份的预期出现，艾布鲁今年8月进一步追加投资，通过星罗中昊之手，以9004.96万元增资+7495.04 万元收购老股的方式，合计出资1.65亿元，将在中昊芯英的持股比例提升至9.73%，成为第二大股东。 8月22日，天普股份公告一份收购方案，中昊芯英拟通过股权转让和增资的方式，以合计约9.65亿元的 价格，谋求获得上市公司控制权。根据天普股份最新回复，中昊芯英方面的收购资金仍未到位。 截至2025年9月，中昊芯英尚未提交IPO申请或启动上市辅导，独立上市的时间已经明显不足。而借壳 天普股份，成为该公司解除赌违约的最优选择，但这又引发了监管对其收购目的、资金 ...

Group 1 - The core viewpoint of the news is that the rumors regarding a shell listing involving Dongli New Science and Shanghai Microelectronics are unfounded, as Dongli New Science officially stated that there are no substantial discussions or collaborations regarding this matter [2] - Shanghai Microelectronics, established in 2002, primarily engages in the manufacturing of specialized equipment, including semiconductor and high-end intelligent equipment [2] - The capital raising process for Shanghai Microelectronics has faced challenges, with its independent IPO plan being hindered due to changes in core management ahead of the listing requirements [2] Group 2 - Dongli New Science, founded in 1947 and currently a state-controlled company under SAIC Group, has undergone significant asset restructuring to integrate its heavy truck and diesel engine sectors [3] - The company has been experiencing financial difficulties, with a cumulative net loss of 6.073 billion yuan over three years from 2022 to 2024, and a net loss of 301 million yuan in the first half of 2025 [4]

美国上市｜OTC挂牌｜纳斯达克｜中概股｜转板｜专业赴美上市服务机构 许多客户一提到赴美上市，就意味着一定要付出辄数百万美金、耗费一两年的高昂代价吗？ 事实上，一条更为聪明、稳妥、且性价比极高的路径正在被越来越多富有远见的企业所选择：那就是 "先挂牌，后升级"的阶梯式上市策略。 它并非简单的"买壳"，而是以OTC市场为战略起点，助力企业发展的同时，一步步走向更高的资本市场舞台。 今天，华谊信资本就来详解这条智能上市的路径，以及华谊信资本作为您的向导和合作伙伴，助您稳扎稳打，有效实现资本跃迁。 | Name of Corporation and Symbol: | | | --- | --- | | State of Incorporation: | Nevada, US | | Date of Incorporation: | 2006 | | Shell or Non-Shell | Shell | | Number of Shares Authorized: | 500,000,000 | | Number of Shares Outstanding: | | | Shares Deliverable: | ...

Core Viewpoint - Tianpu Co., Ltd. (605255.SH) has announced another suspension for verification after experiencing 11 consecutive trading days of price increases, with its stock price reaching 76 yuan and market capitalization exceeding 10 billion yuan, driven by a shell acquisition gamble by Zhonghao Xinying Technology Co., Ltd. [2] Group 1: Acquisition and Financial Pressure - Zhonghao Xinying plans to acquire control of Tianpu Co. through a share transfer and capital increase for approximately 965 million yuan, but the acquisition funds have not yet been secured [2][3] - Zhonghao Xinying reported a loss of 143 million yuan in the first half of 2025, raising concerns about its cash flow and the feasibility of the acquisition [2][6] - The company faces a potential contingent liability of 1.642 billion yuan from previous financing agreements, with 1.071 billion yuan already receiving waiver consent [3][5] Group 2: Performance and IPO Requirements - Zhonghao Xinying must complete a qualified IPO or be acquired by December 31, 2026, to avoid triggering high repurchase penalties, including an annualized 15% premium [3][5] - The company has not yet submitted an IPO application or initiated listing guidance, with only 15 months remaining until the deadline [7] - Zhonghao Xinying's revenue and profit figures have deteriorated, with a significant loss in the first half of 2025, complicating its ability to meet regulatory requirements for independent listing [7][8] Group 3: Funding and Regulatory Scrutiny - As of August 28, 2025, Zhonghao Xinying had approximately 1.051 billion yuan in available funds, which could cover the acquisition costs, but a funding gap of about 718 million yuan remains for a full takeover [8] - The company has decided to repurpose funds from its B-round financing to cover the acquisition price, raising regulatory concerns about the transaction's background and pricing [8]

Core Viewpoint - The acquisition of Tianpu Co., Ltd. by Zhonghao Xinying is a high-stakes gamble to meet stringent performance and listing agreements, amidst significant financial pressures and regulatory scrutiny [1][2][3]. Group 1: Acquisition Details - Zhonghao Xinying plans to acquire Tianpu Co., Ltd. for approximately 9.65 billion yuan through equity transfer and capital increase [1]. - The acquisition is driven by the need to fulfill performance and listing agreements with major shareholders, including A-share listed companies Aibulu and Kede Education [1][3]. - As of August 28, 2025, Zhonghao Xinying has a cash balance of approximately 7.46 billion yuan, with additional funds from a pending equity financing of about 1.4 billion yuan, totaling around 10.51 billion yuan, which is sufficient to cover the acquisition cost [7]. Group 2: Financial Performance and Obligations - Zhonghao Xinying reported a loss of 1.43 billion yuan in the first half of 2025, raising concerns about its ability to meet the performance targets set in the agreements [1][5]. - The company must achieve a net profit of 2.58 billion yuan in the second half of 2025 to avoid triggering buyback clauses with Aibulu [5]. - The total contingent liabilities from previous financing agreements amount to approximately 16.42 billion yuan, with 10.71 billion yuan already having signed buyback waivers [3][4]. Group 3: Regulatory and Market Challenges - Zhonghao Xinying has not submitted an IPO application or initiated listing guidance as of September 2025, leaving insufficient time to meet the 2026 deadline for a qualified IPO or acquisition [2][6]. - The company faces significant challenges in independent listing due to deteriorating financial conditions and a tight timeline, with an average IPO preparation period of 1-3 years [6]. - Regulatory scrutiny has increased regarding the funding sources and intentions behind the acquisition, particularly concerning the rapid financing arrangements made by Aibulu's subsidiary [7].

Core Viewpoint - The article discusses the speculation surrounding Shanghai Micro Electronics' potential reverse merger with Dongli New Science, which has been denied by Dongli New Science, indicating no substantial discussions or cooperation regarding the reverse listing [1][2]. Group 1: Company Background - Shanghai Micro Electronics, established in 2002, focuses on specialized equipment manufacturing, including semiconductor and high-end intelligent equipment development [1]. - Dongli New Science, founded in 1947 and currently a state-controlled company under SAIC Group, underwent significant asset restructuring in 2021 to integrate its heavy truck and diesel engine sectors [2]. Group 2: Financial Performance - Dongli New Science has reported a continuous decline in net profit, with a cumulative loss of 6.073 billion yuan from 2022 to 2024, and a net loss of 301 million yuan in the first half of 2025 [3].

Group 1 - The core point of the news is the significant capital operation involving Tianpu Co., Ltd. and AI chip company Zhonghao Xinying, leading to a doubling of Tianpu's stock price within 9 trading days after the acquisition announcement [1][2] - Tianpu Co., Ltd. has experienced a stock price surge from 26.64 yuan per share on August 14 to 62.81 yuan per share on September 3, marking a cumulative increase of over 135% [2][4] - The acquisition involves a series of transactions where Zhonghao Xinying will gain control of Tianpu Co., Ltd. through three steps: share transfer, capital increase, and a comprehensive offer [4][5] Group 2 - Tianpu Co., Ltd. is primarily a supplier of rubber hoses and components for the automotive industry, with major clients including Geely, Toyota, and Ford [3] - The company reported a revenue of 151 million yuan in the first half of 2025, a year-on-year decrease of 3.44%, and a net profit of 11.3 million yuan, down 16.08% [3] - Zhonghao Xinying, founded in October 2020, focuses on developing high-performance AI chips and has been recognized as a "quasi-unicorn" with a valuation of 4.412 billion yuan [7][8] Group 3 - The acquisition plan involves a total investment of approximately 2.124 billion yuan, with the first step being a share transfer at a price of 23.98 yuan per share [4][5] - Following the capital increase, Zhonghao Xinying and its affiliates will hold a combined 50.01% stake in Tianpu's controlling shareholder, Tianpu Holdings [5] - The comprehensive offer triggered by the capital increase requires Zhonghao Xinying to make an offer to all Tianpu shareholders, with a maximum funding requirement of 804 million yuan for the offer [5][6] Group 4 - The founder of Zhonghao Xinying, Yang Gongyifan, has a background in AI chip development at Google and has been recognized for his contributions to the field [7] - Zhonghao Xinying has completed nine rounds of financing in 2023, with significant backing from various investors, including listed companies [8] - There are speculations regarding Zhonghao Xinying potentially using Tianpu as a vehicle for a backdoor listing, although Tianpu has stated there are no current plans for asset injection [11]

Core Viewpoint - The recent transaction involving Tianpu Co., Ltd. and Zhonghao Xinying has sparked significant market interest, with Tianpu's stock price soaring after the announcement of a control transfer to Zhonghao Xinying, leading to a total market value of 6.3 billion yuan [1] Group 1: Transaction Details - The total value of the transaction is approximately 2.12 billion yuan, structured in three main steps: Zhonghao Xinying acquiring 10.75% of Tianpu's shares, a natural person acquiring 8%, and subsequent capital increase by Zhonghao Xinying and its affiliates [1] - Zhonghao Xinying is required to make a mandatory tender offer at a price of 23.98 yuan per share to all public shareholders of Tianpu due to the capital increase triggering this obligation [1] Group 2: Stock Performance and Market Reactions - Prior to the announcement, Tianpu's stock had already increased by 37% in the month leading up to the suspension of trading, raising suspicions of potential insider information leaks [3] - Following the announcement, Tianpu's stock price reached 47.19 yuan per share, with a six-day consecutive limit-up [1] Group 3: Company Performance - Tianpu Co., Ltd. reported a revenue of approximately 151 million yuan in the first half of the year, a year-on-year decrease of 3.44%, and a net profit of about 11.3 million yuan, down 16.08% [3] - In contrast, Zhonghao Xinying reported a revenue of around 100 million yuan but incurred a net loss of 144 million yuan, with a debt-to-asset ratio of 19.08% [4] Group 4: Key Players - Yang Gongyifan, the founder of Zhonghao Xinying, has a notable background with previous roles at Oracle and Google, and aims to advance China's chip technology [3] - Fang Donghui, a prominent investor, has also acquired shares in Tianpu, adding further intrigue to the transaction [7] Group 5: Future Uncertainties - The transaction faces uncertainties regarding the approval of control change procedures, and Zhonghao Xinying has no immediate plans for asset injection within the next year [8] - Tianpu's stock price has significantly diverged from the Shanghai Composite Index and the automotive parts industry index, with a price-to-earnings ratio notably higher than the industry average [8]

Group 1 - Tianpu Co., Ltd. (605255.SH) announced a change of control with the acquisition led by Zhonghao Xinying, a company specializing in AI chips, for a total cost of 2.12 billion yuan [2][3] - Tianpu Co., Ltd. primarily engages in the research, production, and sales of polymer materials for automotive fluid pipeline systems and sealing system components, making it a leading player in the domestic automotive rubber pipeline industry [3] - Zhonghao Xinying, established in October 2020, is one of the few domestic companies mastering core technologies for TPU (Tensor Processing Unit) training and inference architecture, and has successfully mass-produced its first high-performance TPU AI chip [3] Group 2 - The acquisition involves a three-step process: two equity transfers, capital increase to control the shareholder, and a comprehensive offer [5][6] - In the equity transfer phase, Zhonghao Xinying and capital market veteran Fang Donghui acquired 18.75% of Tianpu's shares for 602 million yuan [6] - The capital increase phase is crucial for the acquisition, with Zhonghao Xinying and related parties investing 1.52 billion yuan to gain control of Tianpu Holdings, ultimately holding 68.29% of Tianpu's shares [7] Group 3 - Tianpu's performance has been under pressure due to the shrinking fuel vehicle market, with both revenue and net profit declining in the first quarter of this year [4] - The acquisition is expected to leverage Zhonghao Xinying's core chip research and development capabilities to enhance Tianpu's operational efficiency and promote long-term healthy development [4] - Following the announcement of the acquisition, Tianpu's stock price experienced significant fluctuations, with a cumulative increase of 24.85% over three consecutive trading days prior to the suspension [7][8]

8月22日，宁波市天普橡胶科技股份有限公司(证券代码：605255，证券简称：天普股份（605255）)收 到上交所出具的监管工作函，上交所就公司控制权转让方案涉及的收购方资金来源、内幕信息管控等事 项提出监管要求。 7月24日、7月25日、7月28日，在公司坚称经营一切正常的情况下，连续三个交易内，天普股份收盘价 累计上涨24.85%，7月25日、7月28日更是连续涨停，远超同期汽车零部件行业平均涨幅2.12%。对此， 公司曾提示可能存在市场情绪过热、非理性炒作风险。 首先，天普股份实控人尤建义及其控制的天普控股、天昕贸易与中昊芯英签署《股份转让协议》，拟向 后者合计转让10.75%股份；普恩投资、天昕贸易与自然人方东晖签署另一份《股份转让协议》，拟向 后者转让8%股份。转让价格确定为23.98元/股。 其次，以上述股份转让完成为前提，中昊芯英、海南芯繁拟向天普股份控股股东天普控股增资，合计获 得天普控股50.01%股权。中昊芯英实控人杨龚轶凡通过控制中昊芯英和海南芯繁，最终成为天普股份 实际控制人。 最后，因触发全面要约收购(指收购人向被收购公司全体股东发出收购其全部股份的要约)，中昊芯英应 先履行全面要 ...