Group 1 - The acquisition involves three parties: Zhonghao Xinying, Hainan Xinfan, and Fang Donghui, with a total investment of 2.123 billion yuan, all funded by their own capital [3] - As of now, Zhonghao Xinying has fully paid 966.5 million yuan, and Fang Donghui has fully paid 764 million yuan, while Hainan Xinfan has paid 276 million yuan out of the required 395 million yuan, with the remaining expected by September 19, 2025 [3] - Tianpu Co., Ltd. stock has reached a "limit-up" status, marking its 12th consecutive trading day of gains [3] Group 2 - Tianpu Co., Ltd. specializes in high polymer fluid pipeline systems and sealing system components for automobiles, serving major clients like Geely and Bosch [6] - The company's net profit has remained between 20 million to 30 million yuan over the past three years, with a 16.08% year-on-year decline in net profit for the first half of 2025 [6] - As of June 30, 2025, Tianpu's asset-liability ratio stands at 4.67% [6] Group 3 - Zhonghao Xinying focuses on AI chip design and sales, with significant differences in business operations compared to Tianpu [6] - Zhonghao Xinying has developed China's first fully self-developed high-performance TPU architecture AI chip, achieving mass production [8] - The company's revenue has shown substantial growth, with figures of 82 million yuan in 2022, 485 million yuan in 2023, and 598 million yuan in 2024, although it reported a net loss of 144 million yuan in the first half of 2025 [8] Group 4 - The acquisition aims to introduce a new controlling shareholder to enhance Tianpu's transformation and sustainable development [13] - Yang Gongyifan, the actual controller of Zhonghao Xinying, sees potential in Tianpu's industry and aims to improve its operational quality [13] - The acquisition does not intend to terminate Tianpu's listing status, and there are no immediate plans to change its main business [16] Group 5 - Following the share transfer, Zhonghao Xinying and Fang Donghui are expected to hold 10.75% and 8.00% of Tianpu's shares, respectively [17] - The share transfer will result in Zhonghao Xinying, Hainan Xinfan, and Fang Donghui collectively controlling 68.29% of Tianpu's shares, triggering a mandatory tender offer [18] - The transaction is designed to optimize shareholder structure and governance, with commitments to maintain stability in Tianpu's controlling shareholder and actual controller [21]

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]