On December 23, 2025, NINGBO TIP RUBBER TECHNOLOGY CO., LTD. (“TIP GROUP”, stock code: 605255.SH), an A-share listed company, announced a change in its actual controller. Mr. Yang Gongyifan, founder of Zhonghao Xinying (Hangzhou) Technology Co., Ltd. (“Zhonghao Xinying”), together with the entities under his control, Hainan Xinfan Enterprise Management Partnership (Limited Partnership), Zhonghao Xinying, and acting-in-concert party Mr. Fang Donghui, acquired control of TIP GROUP. Upon completion of the acquisition, Mr. Yang Gongyifan will collectively control approximately 68.29% of TIP GROUP’s shares.
The transaction was first announced on August 22, 2025. The acquirers gained control through a combination of three steps: transferring existing shares by agreement, increasing capital in TIP GROUP’s controlling shareholder (thereby gaining control over that entity), and launching a mandatory general tender offer. At the same time, acting-in-concert arrangements were implemented at both the listed company and controlling shareholder levels. This structure helped balance regulatory compliance with efficiency during the change of control. The total transaction size, calculated based on the maximum funding needed for the tender offer, was about CNY 2.928 billion. However, the actual amount paid, based on the final results of the tender offer, was approximately CNY 2.124 billion.
TIP GROUP’s principal business focuses on polymer fluid pipeline systems and sealing system components and assemblies for the automotive industry. Zhonghao Xinying, controlled by Mr. Yang Gongyifan, was founded in 2018 and is dedicated to providing high-performance AI chips and computing clusters for large-scale AI foundation model computation in the AIGC era. Zhonghao Xinying is currently the only company in China that has mastered core TPU-architecture AI chip technologies and achieved mass production of these chips.
Fangda acted as legal counsel to Mr. Yang Gongyifan and Zhonghao Xinying in this transaction, providing comprehensive, end-to-end transaction services and legal advice to the acquirer group. These services included structuring the overall control acquisition, drafting and negotiating transaction documents, conducting legal due diligence, and preparing and reviewing information disclosure materials. The Fangda team was led by Corporate partner Leo Lou. Key team members include Cao Yuan, Alex Xu, Shen Tong, Wang Xinyue, and Yu Jinyuan.