Stock Code: 002667 Stock Abbreviation: Weiling Shares Announcement No.: 2026-075
Weiling New Energy Co., Ltd.
Indicative Announcement Regarding Receipt of the Summary of the Tender Offer Report
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The acquirer for this tender offer is Tibet Shannan Tijin Resource Co., Ltd. (hereinafter referred to as "Shannan Tijin"). As of the date of this announcement, Shannan Tijin does not hold any shares of Weiling New Energy Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company"). The primary purpose of this tender offer is to obtain control of the Company and stabilize its equity structure. The acquirer intends to leverage its own operational management and experience in standardized governance of listed companies to improve the Company's management level and strengthen compliance governance mechanisms. This tender offer is a voluntary offer, not a fulfillment of a statutory tender offer obligation. This tender offer is not intended to terminate the listing status of the Company.
This tender offer is a partial offer made by Shannan Tijin to all shareholders of the Company. The number of shares to be acquired is 78,177,450 shares at a price of 18.00 yuan per share. If the listed company has ex-rights or ex-dividend matters such as dividend distribution, bonus shares, or conversion of capital reserve into share capital between the date of the indicative announcement of the tender offer report summary and the expiration date of the tender offer, the offer price and the number of shares to be acquired will be adjusted accordingly.
Upon completion of this tender offer, Shannan Tijin will hold a maximum of 78,177,450 shares of the Company (accounting for 30.00% of the Company's total issued shares). If the equity distribution of the listed company does not meet the listing conditions after the completion of this tender offer, the acquirer will coordinate with other shareholders to jointly propose and implement a plan to resolve the equity distribution issue to maintain the listing status of the listed company.
The total funds required for this tender offer are estimated not to exceed 1,407,194,100.00 yuan. The acquirer intends to deposit 703,597,050.00 yuan (equivalent to 50% of the maximum total funds required for the tender offer) into the bank account designated by China Securities Depository and Clearing Corporation (CSDC) within two trading days after the announcement of the summary of the tender offer report, as a performance bond for this tender offer.
Due to the uncertainty of the tender offer results, the number of shares pre-accepted for the offer may be uncertain. Due to stock price fluctuations and the uncertainty of existing shareholders' pre-acceptance of the offer, the results of this tender offer are also uncertain. Investors are advised to pay attention to investment risks.
The effectiveness of this tender offer is subject to the following condition: as of 15:00 on the last trading day of the tender offer period, the number of shares of the Company pre-accepted and temporarily held by the Shenzhen Branch of CSDC is not less than 13,029,575 shares, accounting for 5.00% of the total share capital of the Company. If the number of pre-accepted shares does not reach the required threshold by the expiration of the offer period, this tender offer shall not become effective from the beginning. According to the relevant rules of the Shenzhen Branch of CSDC, the Shenzhen Branch of CSDC will automatically release the temporary custody of the corresponding shares, and all pre-accepted shares will not be accepted by the acquirer, Shannan Tijin. If the number of pre-accepted shares is not less than 13,029,575 shares (5.00% of the total share capital) and not more than 78,177,450 shares (30.00% of the total share capital) by the expiration of the offer period, the acquirer will purchase the shares pre-accepted by shareholders in accordance with the terms agreed in the tender offer. If the number of pre-accepted shares exceeds 78,177,450 shares (30.00% of the total share capital of *ST Weiling) by the expiration of the offer period, the acquirer will purchase the pre-accepted shares on a pro-rata basis. The calculation formula is as follows: Number of shares purchased by the acquirer from each pre-accepting shareholder = Number of shares pre-accepted by the shareholder × (78,177,450 shares ÷ Total number of shares pre-accepted by all shareholders during the offer period).