Suzhou Institute of Building Science Group Co Ltd

Jianyan Institute (603183.SH) disclosed after market close on October 8 that Jiangsu Hanqi Investment Co., Ltd. plans to obtain control of the company through a phased arrangement of tender offer, agreement transfer, and board restructuring. Upon completion of the transaction, the controlling shareholder will change to Hanqi Investment, the actual controller will change to Sun Tao, and the company's shares will resume trading on October 9. In the first step, Hanqi Investment plans to make a partial tender offer to all shareholders to acquire up to 49.2182 million shares, representing 9.90% of total share capital, at a tender offer price of 5.03 yuan per share, with a maximum total capital requirement of approximately 248 million yuan. If the actual shares acquired after completion of the tender offer do not reach the predetermined proportion, Hanqi Investment will continue to increase its holdings within 12 months after completion of the tender offer until the combined holding reaches 9.90%. In the second step, after holding a combined 9.90% of shares, Hanqi Investment plans to further acquire no less than 5.00% of shares through agreement transfer. In the third step, Hanqi Investment will push the original actual controllers Wu Xiaoxiang, Huang Chunsheng, and Wang Huiming to dissolve their concerted action relationship and issue commitments not to seek control, and will then nominate director candidates occupying more than half of the board seats. After review by the shareholders' meeting, the board will be restructured and control will be formally obtained. The three individuals currently hold a combined 18.46% stake in Jianyan Institute through their concerted action relationship. The acquirer Hanqi Investment was established on September 3, 2026, with registered capital of 250 million yuan and legal representative Sun Tao. Its controlled core enterprise is the Hong Kong-listed company Cloud Factory (02512.HK), which is mainly engaged in internet data center solution services, edge computing services, and information and communication technology services. The announcement pointed out that the acquirer and its actual controller have no clear plan to change Jianyan Institute's main business or make major adjustments to it within the next 12 months, and have no plan to inject their own assets into the listed company within 36 months after completion of the change of control.

Jianyan Institute announced on September 29 that it had received notice from a related party that the party is planning a major matter involving the company. Trading in the company's shares will be suspended from market open on September 30, 2026, with the suspension expected to last no more than two trading days. The company said the major matter is still in the planning stage, the specific plan is still under discussion and review, and there remains considerable uncertainty over whether it can be implemented. Jianyan Institute's main business is engineering technology services and the production and sale of new building materials. In the first half of this year, it achieved revenue of 303 million yuan, a year-on-year decrease of 6.54 percent, and a net loss attributable to the parent company of 6.13 million yuan, with the loss widening by 291.75 percent year-on-year. As of the close on September 29, Jianyan Institute reported 5.19 yuan per share, up 1.17 percent, with a total market value of 2.58 billion yuan.