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.
Suzhou Institute of Building Science Group Co LtdHanqi Investment plans a three-step acquisition of control of Jianyan Institute via tender offer, agreement transfer, and board restructuring, changing the actual controller to Sun Tao.
Hanqi Investment is the acquirer obtaining control of Jianyan Institute through tender offer, agreement transfer, and board restructuring.
