Yibin Tianyuan Group Co., Ltd.
Summary of Acquisition Report
(Second Revised Draft)
Company Name: Yibin Tianyuan Group Co., Ltd.
Stock Exchange: Shenzhen Stock Exchange
Stock Abbreviation: Tianyuan Shares
Stock Code: 002386
Acquirer Name: Yibin Development Holding Group Co., Ltd.
Address and Contact Address: 6th Floor, Building 6, Sunshine Peninsula, Rhine River Community, Middle Section of Hangtian Road, Xuzhou District, Yibin City, Sichuan Province
Signing Date: June [blank]
Acquirer Statement
The terms or abbreviations used in this statement have the same meanings as those defined in the "Definitions" section of the Summary of the Acquisition Report.
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This summary is prepared by the acquirer in accordance with the Company Law, the Securities Law, the Administrative Measures for the Takeover of Listed Companies, the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 16—Acquisition Report of Listed Companies, and other relevant laws, regulations, and departmental rules.
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In accordance with the Securities Law and the Administrative Measures for the Takeover of Listed Companies, this summary has fully disclosed the shares in the listed company held by the acquirer. As of the date of signing this summary, except for the shareholding information disclosed herein, the acquirer does not hold any interest in the listed company through any other means.
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The acquirer has obtained the necessary authorizations and approvals to sign this summary, and its performance does not violate or conflict with any terms of the acquirer's articles of association or internal rules.
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The proposed private placement of shares is expected to trigger the mandatory tender offer obligation under the Administrative Measures for the Takeover of Listed Companies. According to Article 63 of the Administrative Measures, where an investor acquires new shares issued by a listed company with the approval of non-associated shareholders, resulting in the investor's interest exceeding 30% of the issued shares, and the investor commits not to transfer the new shares within 3 years, the investor may be exempted from the tender offer obligation. Yibin Development has committed that if its voting rights exceed 30% of the issued shares upon completion, the shares subscribed will not be transferred for 36 months from the date of issuance. The exemption has been approved by the non-associated shareholders at the 2026 Second Extraordinary General Meeting of Tianyuan Shares.
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This acquisition is conducted based on the information contained in this summary. Except for professional institutions engaged by the acquirer, no other person has been authorized to provide information or explanations not included herein.
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The private placement is subject to review and approval by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission. There is uncertainty regarding the final implementation and completion time of this transaction; investors are advised to note the relevant risks.
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The acquirer warrants that this summary does not contain false records, misleading statements, or major omissions, and assumes individual and joint legal liability for its authenticity, accuracy, and completeness.
Table of Contents
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Acquirer Statement
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Table of Contents
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Definitions
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Section 1: Introduction to the Acquirer
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Section 2: Acquisition Decision and Purpose
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Section 3: Acquisition Method
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Section 4: Exemption from Tender Offer
Definitions
In this report, unless otherwise specified, the following abbreviations have the following meanings: