Summary of Tender Offer Acquisition Rules (Including Operational Procedures)

Tender Offer Price The tender offer price must not be lower than the highest price paid by the acquirer for such shares within the six months preceding the publication date of the preliminary announcement of the tender offer. If the tender offer price is lower than the arithmetic average of the daily weighted average prices of such shares over the 30 trading days preceding the preliminary announcement, the financial advisor engaged by the acquirer must analyze the share trading activity over the prior six months, addressing issues such as potential stock price manipulation, undisclosed persons acting in concert with the acquirer, other payment arrangements related to the acquirer’s acquisition of the company’s shares during the past six months, and the reasonableness of the tender offer price. Payment Methods The acquirer may pay the acquisition price for the listed company via cash, securities, or a combination thereof, provided such methods comply with applicable laws and regulations. Where securities are used to settle the acquisition price, the acquirer must provide audited financial statements of the issuing entity for the past three years, a securities valuation report, and fully cooperate with the independent financial advisor engaged by the target company in its due diligence. If exchange-listed bonds are used for payment, such bonds must remain eligible for listing and trading for no less than one month. If unlisted securities are used for payment, the acquirer must simultaneously offer a cash alternative to the target company’s shareholders and disclose in detail the custody arrangements and procedures for delivering such securities to the target company’s shareholders. Due Diligence The financial advisor engaged by the acquirer must conduct thorough due diligence on the acquirer’s ability to pay the acquisition price and the source of funds, disclosing in detail the process and basis of its verification, and explaining whether the acquirer possesses the capacity to carry out the tender offer. Guarantees of Performance Obligations (at least one required) — Where cash is used to pay the acquisition price, no less than 20% of the total acquisition amount must be deposited as a performance guarantee with a bank designated by the securities depository and clearing institution. — Where exchange-listed securities are used to pay the acquisition price, all such securities must be placed in custody with the securities depository and clearing institution, except where newly issued shares of the target company are used. — A bank issues a letter of guarantee covering the full amount required for the tender offer. — The financial advisor issues a written commitment assuming joint and several liability, explicitly stating that it will make the payment if the acquirer fails to pay the acquisition price upon expiration of the tender offer period. Requirements for Directors Directors of the target company may not resign. Requirements for the Target Company From the issuance of the preliminary announcement until completion of the tender offer, the target company may only continue normal business operations or implement resolutions already adopted by its shareholders’ meeting. Without prior approval from the shareholders’ meeting, the board of directors may not adopt measures—including disposal of corporate assets, external investments, adjustments to core business, provision of guarantees, or loans—that would materially affect the company’s assets, liabilities, equity, or operating results. Lock-up Period 1. Shares acquired in the tender offer may not be transferred for 18 months following completion of the acquisition. 2. Transfers of shares held by the acquirer in the target company among different entities under the same ultimate controlling party are exempt from the above 18-month restriction; however, such transfers must still comply with relevant provisions governing exemption from mandatory tender offers. III. Tender Offer Acquisition Process Flowchart IV. Exemption from Tender Offers Exemption from Tender Offers Circumstances Permitting Exemption from Mandatory Tender Offers for Share增持 1. The acquirer and transferor can demonstrate that the share transfer occurs between different entities under the same ultimate controlling party and does not result in any change to the listed company’s ultimate controlling party.

Mergers and Acquisitions Are a Pathway to Rapid Corporate Growth

I have spent 30 years working in the adhesive industry—experiencing entrepreneurship, corporate growth, IPO, and M&A processes—and possess deep, comprehensive expertise in this sector. I authored the book *Stories from the Adhesive Industry: Observations and Experiences Over 30 Years*, which includes an article specifically analyzing how Henkel became the world’s leading adhesive manufacturer. Prior to the 1980s, Henkel was relatively unknown in the adhesive field. In 1995, Henkel acquired German company Teroson; in 1997, it acquired U.S.-based Loctite. These acquisitions secured Henkel’s international presence in engineering adhesives and sealants, propelling it to become the world’s largest adhesive product manufacturer. In 2008, Henkel further acquired the adhesive business of U.S.-based National Starch, decisively widening its lead over competitors and solidifying its position as the undisputed global leader in adhesives. Since 2010, U.S.-based H.B. Fuller has also accelerated its M&A strategy. In 2011, H.B. Fuller acquired Swiss company Forbo, eliminating a strong competitor. In June 2014, H.B. Fuller signed an acquisition agreement with Beijing Tianshan Chemical Co., Ltd., aiming to enter new markets and expand into the engineering adhesive segment. In 2016, H.B. Fuller acquired U.S.-based Cyberbond; in 2017, it acquired U.S.-based Royal Adhesives & Sealants—further strengthening its leadership in engineering adhesives. Through this series of acquisitions, H.B. Fuller has become the world’s second-largest adhesive enterprise. Both Henkel and H.B. Fuller are century-old enterprises that continue pursuing growth through M&A and innovation—successfully achieving the top two global positions in the adhesive industry via strategic acquisitions and integration. As one of the founders of Beijing Tianshan, since 2013 I have led and participated in the entire process of H.B. Fuller’s acquisition of Beijing Tianshan—including negotiations, due diligence, closing, and post-acquisition integration—gaining extensive insights over more than five years. M&A represents purposeful expansion: it may aim to eliminate competitors or to enter new markets. To strengthen competitive advantages, M&A strategy is indispensable for enterprises—but many M&A transactions fail.

H.B. Fuller board unanimously rejects Ancora’s increased offer for BAS segment

3 hours ago

H.B. Fuller Co. unanimously rejected Ancora Holdings Group LLC's second proposal to acquire its Building Adhesive Solutions (BAS) business for $1.2 billion to $1.4 billion in cash.

chemweek

2026-10-21

H.B. Fuller board unanimously rejects Ancora’s increased offer for BAS segment

H.B. Fuller board unanimously rejects Ancora’s increased offer for BAS segment

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