Core Viewpoint - Shandong provincial state-owned assets plan to acquire a controlling stake in Shinke Co., Ltd. through a comprehensive tender offer, following previous attempts to sell the company since October 2020 [2][4]. Group 1: Share Transfer and Acquisition - Shinke Co., Ltd. announced that its controlling shareholder, He Quanbo, and the second-largest shareholder, Beijing Huachuang, signed a property transaction contract with Shenzhen Huili to transfer a total of 41.89% of the company's shares [2][6]. - The share transfer includes 42.19 million shares from He Quanbo (28.12% of total shares) and 20.64 million shares from Beijing Huachuang (13.76% of total shares), with a total transaction price of 1.013 billion yuan at 16.12 yuan per share [6][7]. - Following the transfer, Shenzhen Huili will become the controlling shareholder, and the actual controller will change to the Zaozhuang City Tai'erzhuang District State-owned Assets Supervision and Administration Commission [7][9]. Group 2: Tender Offer Obligations - The acquisition will trigger a mandatory tender offer as Shenzhen Huili's shareholding will exceed 30% of the total issued shares [4][6]. - Shenzhen Huili plans to issue a tender offer at the same price of 16.13 yuan per share for 86.58 million shares, excluding shares held by He Quanbo and Beijing Huachuang [7][9]. - The tender offer has received approval from state-owned asset regulatory authorities but is subject to further compliance checks and potential uncertainties regarding its final implementation [7][9]. Group 3: Risks and Governance - If the public shareholding falls below 25% by the end of the tender offer period, Shinke Co., Ltd. may face risks related to its stock distribution not meeting listing requirements [4][9]. - The new controlling shareholder intends to actively participate in corporate governance and improve the company's operational performance and profitability [9][10]. - Shinke Co., Ltd. has faced financial difficulties since its listing in 2011, with most years reporting losses, and has made multiple attempts to change control since October 2020 [10].

Core Viewpoint - Shanke Co., Ltd. is undergoing a significant change in control as its major shareholders plan to transfer a combined 41.89% stake to Shenzhen Huili, which will make Shenzhen Huili the controlling shareholder of the company [1][5][7]. Summary by Sections Share Transfer and Acquisition - On July 9, Shanke Co., Ltd. announced that its controlling shareholder He Quanbo and the second-largest shareholder Beijing Huachuang signed a property transaction contract with Shenzhen Huili to transfer 41.89% of the company's shares [1][5]. - The share transfer includes 42.19 million shares from He Quanbo (28.12% of total shares) and 20.64 million shares from Beijing Huachuang (13.76% of total shares), with a total transaction price of 1.013 billion yuan at 16.12 yuan per share [6][12]. Mandatory Tender Offer - The acquisition by Shenzhen Huili will trigger a mandatory tender offer as it will hold more than 30% of the company's shares, requiring it to make an offer to all other shareholders [3][6]. - The tender offer price is set at 16.13 yuan per share for 86.58 million shares [6]. Regulatory Approval and Risks - Shenzhen Huili's acquisition has received approval from state-owned asset regulatory authorities but still requires compliance checks and potential antitrust reviews [7]. - There is a risk that if the public shareholding falls below 25% after the tender offer, Shanke Co., Ltd. may not meet the listing requirements, which could lead to delisting [3][9]. Company Background - Shanke Co., Ltd., established in 1996, specializes in the research, production, and sales of sliding bearings and has been listed on the Shenzhen Stock Exchange since November 2011. The company has faced financial difficulties, with most years since 2012 reporting losses [10].

Group 1 - The legal opinion was issued by Hankun Law Firm regarding the 2024 annual general meeting of shareholders for Shenkai Sliding Bearing Co., Ltd. [1][2] - The meeting was convened on May 9, 2025, with a combination of on-site and online voting methods [3][4] - A total of 65 shareholders attended the meeting, holding 62,469,050 shares, which represents 41.6460% of the total voting shares [4][5] Group 2 - The meeting was presided over by the chairman, He Jiannan, and all agenda items listed in the notice were completed [3][5] - The voting results showed that 62,462,550 shares were in favor of the proposals, accounting for 99.9896% of the votes cast [5][7] - The voting participation included 4 on-site shareholders holding 42,962,466 shares and 61 online voters holding 19,506,584 shares [4][6] Group 3 - The legal opinion confirmed that the procedures for convening and holding the meeting complied with relevant laws and regulations [2][6] - The qualifications of the attendees and the convenor were deemed valid and legal [4][6] - The voting process and results were also confirmed to be lawful and effective [6][13]