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In the face of falling stock prices, listed companies have recently issued repurchase and increase holdings announcements to boost stock prices. In addition to repurchase and increase holdings, the controlling shareholder's tender offer for listed companies has also become a way to demonstrate confidence.

On the evening of July 30, Hengtong Shares (603223) announced that it had recently received the "Summary of the Tender Offer Report of Hengtong Logistics Co., Ltd." from its controlling shareholder Nanshan Group Co., Ltd. (hereinafter referred to as "Nanshan Group"), which intends to issue a partial tender offer to all shareholders of Hengtong Shares holding unrestricted tradable shares except Nanshan Group and its concerted actors. The number of shares to be tendered is 35.7094 million shares, accounting for 5% of the total share capital of Hengtong Shares, and the tender offer price is 8.72 yuan per share.

As of the signing date of the summary of the tender offer report, Nanshan Group held a total of 287 million shares of Hengtong Shares, accounting for 40.23% of the total share capital of Hengtong Shares. Nanshan Group and its concerted actors (Song Jianbo, Longkou Nanshan Investment Co., Ltd. and Shaanxi Guotou Jinyu No. 61 Securities Investment Collective Fund Trust Plan) held a total of 341 million shares of Hengtong Shares, accounting for 47.72% of the total share capital of Hengtong Shares.

After the completion of this tender offer, Nanshan Group and its joint actors will hold a maximum of 377 million shares of Hengtong Shares, accounting for 52.72% of the total issued shares of Hengtong Shares. Hengtong Shares will not face the risk of equity distribution not meeting the listing conditions.

Based on the premise that the offer price is 8.72 yuan per share and the proposed acquisition quantity is 35.7094 million shares, the maximum total amount of funds required for this tender offer is 311 million yuan.

Prior to the announcement of the summary of the tender offer report, the acquirer had deposited RMB 62.3 million (not less than 20% of the maximum total amount of funds required for this tender offer) into the designated account of China Securities Depository and Clearing Corporation Shanghai Branch as the performance guarantee for this tender offer.

The announcement stated that this tender offer is a partial tender offer initiated voluntarily by the acquirer. The purpose of the tender offer is that Nanshan Group, as the controlling shareholder of Hengtong Shares, actively tendered with its own funds. It is based on the confidence in the future development of the company. Nanshan Group believes that the company has excellent performance. With the commissioning of the company's port project, a new development model of land-port intermodal transport + clean energy will be formed. There is huge room for future development, but due to market factors, the company's value is currently seriously underestimated. In order to strengthen investors' confidence in the company's future development, demonstrate the major shareholder's high recognition of the company's value, support the company's future sustainable and stable development of the industry, and combine the reasonable judgment of the company's stock value, through this tender offer, further increase the shareholding ratio of the listed company and boost investor confidence. This tender offer is not intended to terminate Hengtong Shares' listing status.

Since October 2023, the share price of Hengtong Shares has shown a continuous volatile downward trend. However, after hitting the year's low of 5.97 yuan/share in early July, the company's share price has rebounded significantly in recent days, closing at 7.93 yuan/share as of July 30.

Similarly, Bauing Shares (002047), whose share price has recovered recently, also received a takeover offer from its controlling shareholder. After issuing a relevant notice on July 10, Bauing Shares disclosed the takeover offer report on the evening of July 30.

The acquirer of this tender offer is Zhuhai Da Hengqin Group Co., Ltd. (hereinafter referred to as "Da Hengqin Group"), the controlling shareholder of Bauing Co., Ltd., which directly holds 19.46% of the shares of the listed company, and its wholly-owned subsidiary Da Hengqin Co., Ltd. (Hong Kong) holds 2% of the shares of the listed company. At the same time, Aviation City Development Group and Gu Shaoming respectively entrusted the voting rights corresponding to 11.54% and 4.05% of the shares held by the listed company to Da Hengqin Group, so Da Hengqin Group holds 37.05% of the voting rights of the shares of the listed company. The tender offer price is 1.6 yuan per share, and the number of shares to be tendered is 212 million shares, accounting for 13.95% of the total number of shares issued by Bauing Co., Ltd. as of the date of signing of this report.

After the completion of this tender offer, Hengqin Group will directly hold up to 33.41% of the shares of the listed company and up to 773 million voting rights of Bauing Shares, accounting for approximately 51% of the total number of shares issued by Bauing Shares as of the date of signing of this report.

The report clearly states that the tender offer period is 30 natural days in total, from August 1, 2024 to

The tender offer will end on August 30. During the last three trading days of the tender offer, namely August 28, 29 and 30, shareholders who have submitted their tender offer in advance may withdraw the tender offer submitted on that day, but they may not withdraw the tender offer that has been temporarily kept by the Shenzhen Branch of China Securities Depository and Clearing Corporation.

Based on the premise of an offer price of RMB 1.6 per share and a maximum acquisition quantity of 213 million shares, the maximum total amount of funds required for this tender offer is RMB 339 million.

On July 10, 2024, the acquirer deposited RMB 67,685,300 (equivalent to 20% of the maximum total amount of funds required for the tender offer) into the bank account designated by the Shenzhen Branch of China Securities Depository and Clearing Corporation as the performance guarantee for this tender offer.

Bauing shares also stated that based on the confidence in the future development prospects of the listed company and the recognition of the value of the listed company, Hengqin Group decided to increase its holdings of the listed company's shares through a partial tender offer in order to stabilize the stock price and effectively safeguard the interests of the majority of investors and promote the continuous, stable and healthy development of the listed company, so as to further increase the shareholding ratio of Bauing shares and boost investor confidence. This tender offer type is an active offer and is not a fulfillment of the statutory tender offer obligation. This tender offer is not intended to terminate Bauing shares' listing status.

Editor: Peng Bo

Proofreading: Zhu Tianting