值得注意的是，本次定向增发与控股权变更同步进行。公司原实际控制人马礼斌通过协议转让方式向初 芯微出售部分股份，并放弃部分股份表决权。同时，初芯微一致行动人青岛初芯参与认购定向增发股 份。交易完成后，公司控股股东将变更为初芯微，实际控制人变更为尹佳音，其控制表决权比例将升至 29.99%。 南方财经12月16日电，皮阿诺(002853.SZ)于2025年12月15日召开董事会，审议通过2025年度向特定对 象发行A股股票预案。本次发行对象为青岛初芯共创科技有限公司，其将以现金方式认购全部股份，发 行数量不超过3451.497万股，占发行前总股本的30%，募集资金总额不超过3.95亿元，扣除发行费用后 拟全部用于补充流动资金及偿还银行贷款。 本次发行价格为11.43元/股，不低于定价基准日前20个交易日股票交易均价的80%。青岛初芯认购的股 份自发行结束之日起18个月内不得转让。本次发行尚需获得公司股东大会审议通过、深圳证券交易所审 核通过及中国证监会同意注册后方可实施。 ...

本报讯(记者邬霁霞见习记者王楠)11月17日，宁波市天普橡胶科技股份有限公司(以下简称"天普股份 （605255）")披露的要约收购报告书显示，中昊芯英(杭州)科技有限公司(以下简称"中昊芯英")正式吹响 全面要约号角：拟以23.98元/股向除特定股东外的所有无限售条件流通股股东发出"邀约"，最多收购 3352万股，占公司总股本25%。要约期自2025年11月20日起至12月19日止，为期30天。 此次全面要约源于控股权转让及增资事项触发的法定义务。早在2025年8月21日，中昊芯英已通过协议 方式从浙江天普控股有限公司(以下简称"天普控股")、宁波市天昕贸易有限公司及自然人股东尤建义手 中受让10.75%股份，其一致行动人方东晖同步受让8.00%股份，相关股份已悉数完成过户，收购方直接 持股定格在18.75%。 接下来，中昊芯英、海南芯繁企业管理合伙企业(有限合伙)、方东晖三方拟合计向天普控股增资15.21亿 元。增资完成后，三方将持有天普控股75%股权，借此间接掌控天普股份49.54%股权；加上此前直接持 股，收购方整体控制比例将达到68.29%。 价格方面，23.98元/股与此前协议转让价保持一致，且高 ...

Core Viewpoint - The announcement by Tianpu Co., Ltd. regarding the change of control and the subsequent investor communication clarified key issues such as the progress of acquisition funds, the waiver of the performance guarantee agreement, and the commitment of shareholders to lock their shares, which are critical for assessing the stability and compliance of the transaction [2][3][4]. Group 1: Acquisition Fund Status - The acquisition involves three main entities: Zhonghao Xinying, Hainan Xinfan, and Fang Donghui, with a total payment of 2.123 billion yuan required [3]. - Over 90% of the core acquisition funds have been secured, with clear timelines for the remaining payments, ensuring compliance and orderly planning [3]. - Zhonghao Xinying and Fang Donghui have fully paid their respective amounts of 965 million yuan and 764 million yuan, establishing a solid financial foundation for the transaction [3]. - Hainan Xinfan has contributed 276 million yuan so far, with an additional 119 million yuan expected to be paid by September 19, 2025, ensuring clarity in fund availability [3]. Group 2: Performance Guarantee Waiver Progress - The performance guarantee agreements of Zhonghao Xinying, which previously posed potential liabilities, have seen progress in waivers, significantly reducing market concerns [4]. - As of the regulatory response date, the contingent liabilities from these agreements amounted to 1.731 billion yuan, with 36 investors signing waivers for 1.068 billion yuan, rendering those clauses invalid [4]. - The maximum remaining exposure for unwaived agreements is 664 million yuan, with preliminary agreements for 479 million yuan already in progress [4][5]. Group 3: Shareholder Commitments and Control Stability - To prevent turmoil from share pledges post-control change, Tianpu Co. and related parties have established a comprehensive commitment system, including a 36-month pledge not to pledge shares [6]. - The main acquirer, Yang Gongyifan, has committed not to pledge his shares during his tenure as the actual controller, which mitigates risks of share fluctuation [6]. - Other stakeholders, including Hainan Xinfan and its partners, have also committed to not pledging their shares, creating a protective network against control instability [7]. - The stable control is expected to support Tianpu Co.'s transition from traditional automotive parts to new fields, providing governance assurance for sustainable development [7].

Core Viewpoint - Hehua Co., Ltd. (河化股份) is undergoing a significant change in control, with the transfer of shares from Ningbo Yinyi Holdings (银亿控股) to Ningbo Zhongzhe Ruihe Enterprise Management Consulting Co., Ltd. (中哲瑞和), marking the second attempt at a change of control within a month [4][9]. Group 1: Ownership Changes - On September 13, Hehua Co. disclosed that its controlling shareholder, Ningbo Yinyi Holdings, will transfer 87 million shares (23.76% of total shares) to Zhongzhe Ruihe, making Zhongzhe the new controlling shareholder [4][9]. - This is the second attempt at a change of control in a short period, with the first plan involving a transfer to Beijing Shengding Technology Co., Ltd. that was ultimately unsuccessful [6][8]. - The new transaction price for the shares is 632 million yuan, which is 60 million yuan lower than the previous proposal [9]. Group 2: Stock Price Movements - Prior to both announcements of ownership changes, Hehua Co.'s stock price experienced unusual surges, hitting the daily limit up on both occasions [5][13]. - The stock price movements have raised questions about potential insider trading, as the price increases occurred just before the public announcements [13]. Group 3: Background of New Controlling Shareholder - Zhongzhe Ruihe was established on July 23, 2025, and is fully owned by Zhongzhe Group, which has a diverse business portfolio and significant revenue [16]. - The new actual controller, Yang Herong, is a prominent entrepreneur in Ningbo and has previously collaborated with the outgoing controller, Xiong Xuqiang [9][16]. Group 4: Foreign Investment Interest - Recently, foreign investment has increased in Hehua Co., with several foreign institutions acquiring shares, indicating a growing interest from international investors [16][17]. Group 5: Pledge and Risk Factors - The shares being transferred are under a long-term pledge to a bank, which complicates the ownership transfer process [19][23]. - The asset transfer agreement includes strict liability clauses, which could impose significant penalties on the outgoing shareholder if certain conditions are not met [24].

Core Viewpoint - The stock price of Upwind New Materials (688585, SH) has surged by 1320.05% from July 9, 2025, to August 5, 2025, leading to significant trading volatility and scrutiny from the Shanghai Stock Exchange [1] Group 1 - The stock price fluctuations have triggered multiple instances of abnormal trading alerts from the Shanghai Stock Exchange, with key monitoring initiated on July 25 and August 1 [1] - The recent volatility in stock price is primarily attributed to an announcement made on July 8 regarding a proposed change in control of the company [1] - Shanghai Zhiyuan New Technology Co., Ltd. plans to acquire at least 63.62% of Upwind New Materials' shares through a combination of agreement transfer and tender offer [1]

Core Viewpoint - The judicial auction of 90.86 million shares held by the major shareholder Wanfangyuan of *ST Wanfang has been withdrawn, adding uncertainty to the anticipated change in control of the company [1][3]. Group 1: Background and Impact of the Judicial Auction Withdrawal - Wanfangyuan was subject to forced execution by the Changchun Intermediate Court due to a loan dispute with Jilin Jiutai Rural Commercial Bank, leading to a court ruling for the auction of its entire stake in *ST Wanfang, which represents 29.18% of the company's total share capital [3]. - The auction was scheduled for July 22-23 on the Taobao judicial auction platform but was retracted due to procedural issues, specifically the failure of the Beijing Third Intermediate Court judge to transfer the relevant equity disposal rights [3]. - As of the announcement date, the withdrawal of the auction has not significantly impacted the company's daily operations, which remain normal [3]. Group 2: Future Auction Risks and Company Response - Despite the withdrawal, *ST Wanfang has cautioned that there remains a risk of the shares being auctioned again in the future, indicating that the loan dispute with Jiutai Rural Commercial Bank has not been fundamentally resolved [4]. - The company's board and management have committed to maintaining normal production and operations, ensuring that business activities proceed in an orderly manner [4]. - *ST Wanfang's main business includes agriculture and military industries, with agricultural products primarily consisting of raw grains or feed corn and rice, while the military segment provides precision processing and special welding services for various metal components used in aerospace, shipbuilding, and armament industries [4].