北京市嘉源律师事务所 关于北京天玛智控科技股份有限公司 2025 年第一次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 天玛智控 2025 年第一次临时股东大会 嘉源 · 法律意见书 嘉源律师事务所 IA YUAN LAW OFFICES 北京 BEIJING ·上海 SHANGHAI ·深圳 SHENZHEN ·香港 HONGKONG · 广州 GUANGZHOU · 西安 XI AN 致: 北京天玛智控科技股份有限公司 北京市嘉源律师事务所 关于北京天玛智控科技股份有限公司 2025 年第一次临时股东大会的 法律意见书 嘉源(2025)-04-694 北京市嘉源律师事务所(以下简称"本所")接受北京天玛智控科技股份有 限公司(以下简称"公司"）的委托,根据《中华人民共和国公司浩》（以下简 称"《公司法》")、《上市公司股东会规则》(以下简称"《股东会规则》") 等现行有效的法律、行政法规、部门规章、规范性文件(以下简称"法律法规") 以及《北京天玛智控科技股份有限公司章程》(以下简称"《公司章程》")的 有关规定,指派本所律师对公司 2025年第一次临时股东大会( ...

中信建投证券股份有限公司 关于北京天玛智控科技股份有限公司 2025 年半年度持续督导跟踪报告 | 保荐人名称： | 上市公司名称： | 中信建投证券股份有限公司 | 北京天玛智控科技股份有限公司 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 联系方式：010-56051437 | 保荐代表人姓名：曾琨杰 | 联系地址：北京市朝阳区景辉街 | 号院 | 16 | 1 | | | | 号楼 | 层 | 11 | 联系方式：010-56051437 | | | | | | 保荐代表人姓名：钟犇 | 联系地址：北京市朝阳区景辉街 | 号院 | 16 | 1 | 号楼 | 层 | 11 | 经中国证券监督管理委员会（简称"中国证监会"）"证监许可〔2023〕614 号文"批准，北京天玛智控科技股份有限公司（简称"公司"或"天玛智控"） 向社会公开发行人民币普通股 7,300 万股。本次公司发行新股的发行价为 30.26 元/股，募集资金总额为 220,898.00 万元，扣除发行费用 8,037.89 万元后，实际 募集资金净额为 212, ...

Investment Rating - The investment rating for Tianma Intelligent Control (688570) is "Buy" [3][7] Core Views - The company reported a revenue of 652 million yuan in the first half of 2025, a year-on-year decrease of 21.21%, and a net profit attributable to shareholders of 70 million yuan, down 65.72% year-on-year [1] - The company is actively expanding its intelligent manufacturing business while strengthening its coal business, focusing on unmanned scenarios and discrete intelligent control industries [3] - The company maintains a strong market position with a market share of 37.7% for its SAC system and 25.4% for its SAM system in the first half of 2025, despite facing increased competition [4] - The national policy continues to support coal mine intelligent construction, indicating significant growth potential in the industry [4] Financial Performance - In the first half of 2025, the company's main business revenue from unmanned intelligent mining control solutions was 426 million yuan, and spare parts revenue was 156 million yuan [4] - The company expects net profits for 2025, 2026, and 2027 to be 168 million yuan, 199 million yuan, and 224 million yuan respectively, with diluted EPS of 0.39 yuan, 0.46 yuan, and 0.52 yuan [7] - The company's gross margin is projected to decline from 45.1% in 2023 to 38.6% in 2025, reflecting competitive pressures [6] Strategic Initiatives - The company is making progress on its fundraising projects, which are expected to lay a solid foundation for the development of new businesses in intelligent manufacturing [5] - The company has completed its smart factory construction project, which is anticipated to create a second growth curve [5] - The company emphasizes shareholder returns, having distributed a cash dividend of 3.3 yuan per 10 shares for the 2024 fiscal year, amounting to 143 million yuan [7]

Financial Performance - The company reported total revenue of 652 million yuan for the first half of 2025, a year-on-year decrease of 21.21% compared to 828 million yuan in 2024 [1] - The net profit attributable to shareholders was 69.52 million yuan, down 65.72% from 203 million yuan in the previous year [1] - The gross margin decreased to 38.37%, a decline of 19.96% year-on-year, while the net margin fell to 10.66%, down 56.49% [1] - The total of financial, sales, and management expenses reached 114 million yuan, accounting for 17.53% of total revenue, an increase of 38.67% year-on-year [1] Cash Flow and Assets - The company reported a negative operating cash flow per share of -0.12 yuan, which is an improvement of 15.53% compared to -0.14 yuan in the previous year [1] - The cash and cash equivalents decreased slightly to 2.494 billion yuan, down 2.88% from 2.568 billion yuan [1] - Accounts receivable increased by 9.81% to 1.498 billion yuan, raising concerns as the accounts receivable to profit ratio reached 441.1% [3] Industry Outlook - The coal mining industry is expected to see a stable total production capacity of 5 billion tons per year by 2035, as projected by the China Coal Industry Association [3] - The government has emphasized the importance of intelligent coal mining, with policies aimed at achieving full automation and safety improvements by 2030 [4] - The current level of intelligent coal mining is still in its early stages, indicating significant growth potential in the sector [4]

证券之星消息，8月28日自动化设备板块较上一交易日上涨2.19%，思泰克领涨。当日上证指数报收于 3843.6，上涨1.14%。深证成指报收于12571.37，上涨2.25%。自动化设备板块个股涨跌见下表： 从资金流向上来看，当日自动化设备板块主力资金净流出10.77亿元，游资资金净流出2.77亿元，散户资 金净流入13.54亿元。自动化设备板块个股资金流向见下表： | 代码 | 名称 | 主力净流入(元) | 主力净占比 游资净流入 (元) | | 游资净占比 散户净流入 (元) | | 散户净占比 | | --- | --- | --- | --- | --- | --- | --- | --- | | 000988 | 华工科技 | 4.77 Z | 7.36% | -2.95 Z | -4.55% | -1.82 Z | -2.81% | | 300227 | 光韵达 | 1.12 Z | 13.86% | -833.24万 | -1.03% | -1.04亿 | -12.83% | | 301568 | 闘泰克 | 1 1.07亿 | 9.63% | -9716.39万 | -8.72% | -10 ...

Core Viewpoint - Tianma Zhikong (688570.SH) reported a significant decline in both revenue and net profit for the first half of 2025, indicating challenges in its operational performance compared to peers in the industry [1][3]. Financial Performance - The company's total revenue for the first half of 2025 was 652 million yuan, ranking 25th among disclosed peers, a decrease of 176 million yuan or 21.21% year-on-year [1]. - The net profit attributable to shareholders was 69.52 million yuan, ranking 19th among peers, down by 133 million yuan or 65.72% year-on-year [1]. - Operating cash flow showed a net outflow of 51.49 million yuan, ranking 53rd among peers, but improved by 9.47 million yuan compared to the previous year, marking two consecutive years of increase [1]. Key Ratios - The latest debt-to-asset ratio stood at 24.76%, ranking 18th among peers, with an increase of 0.32 percentage points from the previous quarter and 3.08 percentage points from the same period last year [3]. - The gross profit margin was 38.37%, ranking 17th among peers, down by 1.61 percentage points from the previous quarter and 9.57 percentage points year-on-year [3]. - Return on equity (ROE) was 1.63%, ranking 35th among peers, a decrease of 3.19 percentage points from the previous year [3]. - The diluted earnings per share were 0.16 yuan, ranking 31st among peers, down by 0.31 yuan or 65.96% year-on-year [3]. - The total asset turnover ratio was 0.11 times, ranking 50th among peers, a decline of 0.04 times or 25.80% year-on-year [3]. - The inventory turnover ratio was 0.66 times, ranking 42nd among peers, down by 0.04 times or 5.89% year-on-year [3]. Shareholder Information - The number of shareholders was 14,200, with the top ten shareholders holding 368 million shares, accounting for 84.92% of the total share capital [4].

格隆汇8月27日丨天玛智控(688570.SH)公布半年度报告，营业收入6.52亿元，同比下降21.21%，归属于 上市公司股东的净利润6951.57万元，同比下降65.72%，归属于上市公司股东的扣除非经常性损益的净 利润5759.5万元，同比下降67.51%。 ...

Core Viewpoint - The report highlights the significant decline in the company's financial performance for the first half of 2025, primarily due to the continuous drop in coal prices and reduced capital expenditure by clients, leading to a slowdown in equipment procurement and intensified competition [5][19]. Company Overview and Financial Indicators - Company Name: Beijing Tianma Intelligent Control Technology Co., Ltd. [3] - Stock Code: 688570, listed on the Shanghai Stock Exchange [3]. - Major Financial Data for H1 2025: - Revenue: 652 million yuan, down 21.21% year-on-year [4]. - Total Profit: 82 million yuan, down 65.79% year-on-year [4]. - Net Profit attributable to shareholders: 69 million yuan, down 65.72% year-on-year [4]. - Basic Earnings per Share: 0.16 yuan, down 65.96% year-on-year [4]. - Total Assets: 5.68 billion yuan, down 2.58% from the end of the previous year [4]. Industry Development - The coal industry has seen a 15.4% year-on-year decrease in prices due to stable raw coal production and reduced demand for thermal coal as renewable energy sources gain traction [5]. - The Chinese economy showed resilience with a GDP growth of 5.3% in H1 2025, and the equipment manufacturing sector grew by 10.2% [5]. Main Business and Products - The company focuses on the research, development, production, and sales of unmanned intelligent mining control technology and equipment [6]. - Key products include: - SAM System: Automatic mining control system for coordinating various subsystems in coal mining [7]. - SAC System: Hydraulic support control system for ensuring safe operation in mining [9]. - SAP System: Intelligent integrated liquid supply system for hydraulic systems in mining [10]. Market Position - The company holds a leading position in the unmanned intelligent mining control sector, with significant market shares in its product lines: - SAC System: 37.7% market share [18]. - SAM System: 25.4% market share [18]. - SAP System: 16% market share [18]. - The company has established a strong technological foundation and a high-quality talent pool, enabling it to maintain its competitive edge [19]. Future Outlook - The government is actively promoting the development of intelligent mining technologies, with policies aimed at achieving significant advancements in automation and safety in coal mining by 2030 [19].

Core Viewpoint - Beijing Tianma Zhikong Technology Co., Ltd. reported a significant decline in financial performance for the first half of 2025, with notable decreases in revenue and net profit compared to the same period last year [1][2]. Financial Summary - Total assets at the end of the reporting period amounted to CNY 5,678,634,064.60, a decrease of 2.58% from the previous year-end [2]. - Operating revenue for the period was CNY 652,005,674.43, reflecting a decline of 21.21% year-on-year [2]. - Total profit for the period was CNY 82,178,491.14, down 65.79% compared to the same period last year [2]. - Net profit attributable to shareholders was CNY 57,595,393.28, a decrease of 67.51% year-on-year [2]. - The net cash flow from operating activities was reported at CNY -51,487,764.16, indicating a negative cash flow situation [2]. Shareholder Information - As of the end of the reporting period, the total number of shareholders was 14,184 [3]. - The largest shareholder, Tian Di Technology Co., Ltd., holds 9.95% of the shares, amounting to 43,065,000 shares [3][4]. - Other significant shareholders include Tianjin Yuanzhi Tianma Management Consulting Partnership and Tianjin Lizhi Tianma Management Consulting Partnership, holding 4.14% and 4.07% respectively [3][4].

Group 1 - The company has nominated Mr. Li Mingzhong as a candidate for the non-independent director position on the board, which requires approval from the shareholders' meeting [1][2] - The board meeting held on August 26, 2025, approved the nomination of Mr. Li Mingzhong, with his term starting from the date of shareholder approval until the end of the current board's term [2] - If elected, Mr. Li will also serve on the Strategic Committee of the board, with the same term duration as his directorship [2] Group 2 - The composition of the Strategic Committee will change to include Mr. Li Mingzhong as a member, while other committees such as the Audit Committee, Nomination Committee, and Compensation and Assessment Committee will remain unchanged [2] - Mr. Li Mingzhong has a strong professional background, having held various positions in the industry, including Vice General Manager of the company and Director of Shandong Tianma Intelligent Control Technology Co., Ltd. [4] - As of the announcement date, Mr. Li does not hold any shares in the company and has no related party relationships with the company's directors, supervisors, or major shareholders [4]