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 年第二次临时股东大会的 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 年第二次临时股东大会 嘉源 · 法律意见书 嘉濕律师事务所 IA YUAN LAW OFFICES 关于北京天玛智控科技股份有限公司 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 为出具本法律意见书,本所指派律师现场见证了本次股东大会,查阅了公司 提供的与本次股东大会有关的文件和资料,并进行了必要的审查和验证。在前述 审查和验证的过程中,本所律师得到公司的如下承诺和保证:就本所认为出具本 法律意见书所必需审查的事项而言,公司已经提供了全部相关的原始书面材料、 副本材料或口头证言,该等资料均属真实、准确、完整及有效,有关复印件与原 件一致、副本与正本一致。 在本法律意见书中,本所律师仅对本次股东大会的召集、召开程序、出席会 议人员资格、召集人资格、会议表决程序、表决结果 ...

证券代码：688570 证券简称：天玛智控 公告编号：2025-043 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 北京天玛智控科技股份有限公司 2025年第二次临时股东大会决议公告 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 12 月 25 日 （二） 股东大会召开的地点：北京市顺义区林河南大街 27 号（科技创新功能区） 天玛智控顺义创新产业基地 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 124 | | --- | --- | | 普通股股东人数 | 124 | | 2、出席会议的股东所持有的表决权数量 | 356,845,646 | | 普通股股东所持有表决权数量 | 356,845,646 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比例 | 82.4123 | | （%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例 ...

Core Viewpoint - On December 24, 3754 stocks in the A-share market received financing funds, with 444 stocks having a buy amount exceeding 100 million yuan [1] Group 1: Financing Buy Amount - The top three stocks by financing buy amount were Zhongji Xuchuang, Xinyi Sheng, and Shenghong Technology, with buy amounts of 2.726 billion yuan, 2.318 billion yuan, and 2.074 billion yuan respectively [1] - Seven stocks had financing buy amounts accounting for over 30% of the total transaction amount on that day [1] Group 2: Financing Buy Proportion - The stocks with the highest financing buy amount proportion relative to total transaction amount were Guannong Co., Tianma Zhikong, and Hanbang Technology, with proportions of 42.81%, 36.84%, and 35.14% respectively [1] Group 3: Net Financing Buy Amount - A total of 43 stocks had a net financing buy amount exceeding 100 million yuan [1] - The top three stocks by net financing buy amount were Zhaoyi Innovation, Tianji Co., and SMIC, with net buy amounts of 399 million yuan, 397 million yuan, and 349 million yuan respectively [1]

Core Viewpoint - The meeting of Tianma Intelligent Control's second Technology Committee aims to enhance technological innovation and strategic planning in alignment with Xi Jinping's thoughts on innovation, summarizing the achievements of the first committee and outlining future work plans [1][7]. Group 1: Meeting Overview - The meeting was guided by Xi Jinping's thoughts on technological innovation and aimed to summarize the first committee's achievements while planning for future initiatives [1][7]. - Key figures present included Liu Zhiguo, the company's Party Secretary and Chairman, and Wang Guofa, the Chief Scientist and Director of the Technology Committee [10][15]. Group 2: Committee's Role and Strategy - The Technology Committee is identified as the core institution for the company's technological governance, responsible for top-level design, decision-making on technological innovation, and coordination of research resources [3][9]. - The company emphasizes a development strategy based on coal, while also diversifying into non-coal sectors, aiming for a collaborative development model between coal and non-coal industries [11]. Group 3: Discussions and Future Focus - Participants engaged in discussions on technology strategy, resource coordination, and innovation breakthroughs, providing constructive and actionable suggestions [5][13]. - The new committee will focus on core technology challenges, strengthen collaboration between industry, academia, and research, and optimize the innovation ecosystem to establish the company as a leader in technology [5][13].

Core Viewpoint - The China Coal Industry Association announced the winners of the 2025 Science and Technology Awards, with China Coal Technology and Engineering Group's Tianma Intelligent Control leading and participating in 10 awarded projects, securing 5 first prizes, 4 second prizes, and 1 third prize, highlighting its core competitiveness in coal technology [1][5]. Group 1: Awarded Projects - The projects that won first prizes include: - Key technology and equipment development for unmanned mining in thin coal seams [2][7]. - Key technology research and application for megawatt-level high-pressure large-flow fracturing pump stations [2][7]. - Efficient production systems for coal mining faces with an annual capacity of 20 million tons [2]. - Key technology and application for directional hole fracturing under thick hard roofs in the Mengxi and Shaanxi mining areas [2]. - Intelligent mining in complex thin coal seams with key technologies and complete equipment [2]. - The second prize projects include: - Research and application of a 5G communication architecture intelligent control system for fully mechanized mining faces [2][7]. - High-lifetime laser cladding manufacturing of hydraulic supports and ultra-long working face cluster self-organizing control key technologies [2]. - Digital twin and decision-making for coal mine excavation operations [2]. - Compilation and research of industry standards for Ethernet/IP communication interfaces and protocols for fully mechanized mining equipment [2]. Group 2: Key Technologies and Innovations - The unmanned mining project for thin coal seams introduced a new mode of unmanned coal mining, featuring surface planning, automatic equipment execution, and in-face unmanned operations, successfully applied in several coal mines [8]. - The megawatt-level high-pressure large-flow fracturing pump station project overcame core technologies related to system stability, long-term reliability, and intelligent precise control, significantly enhancing operational safety and efficiency [9]. - The 5G communication architecture intelligent control system project developed a hydraulic support intelligent control system based on 5G, creating a mining mode suitable for various geological conditions, integrating big data, artificial intelligence, and 5G technology [10]. Group 3: Future Directions - The company emphasizes technological innovation as the core engine for high-quality development, focusing on intelligent mining, high-end equipment manufacturing, and intelligent control systems, while increasing R&D investment and building a deep integration innovation system [10]. - Future plans include implementing the group's overall development strategy and enhancing the role of technological innovation, deepening core technology breakthroughs, accelerating the transformation of scientific achievements, and improving core competitiveness [10].

（来源：天玛智控） 近日，由山东能源集团发布、中国煤科天玛智控牵头揭榜的两项行业重大科技项目——《超千米深井多元灾害煤层安全高效数智化开采关键技术与装备》 与《薄煤层超长工作面无人化高效智能开采关键技术研发与工程示范》启动会顺利召开。本次会议由山东能源集团组织，汇聚了中国工程院赵文智、王国 法、刘泉声三位院士及来自揭榜单位、协作单位的40余位代表与专家学者，共同谋划煤炭安全智能开采新蓝图。 此次启动的两大项目，针对山东能源集团及行业面临的深部资源安全开发与薄煤层高效开采两大关键挑战展开攻关。"超千米深井多元灾害煤层安全高效 数智化开采关键技术与装备"项目，面向超千米深井特有的"高地压、高地温、高瓦斯及强采动扰动"（"三高一扰动"）极端复杂条件，旨在打通"灾害智能 防控—开采数智化—装备强适配"技术链条，为深部煤炭资源安全高效开采提供系统性解决方案。"薄煤层超长工作面无人化高效智能开采关键技术研发与 工程示范"，则聚焦占我国煤炭资源量约20%的薄煤层，通过装备小型化、智能化与超长工作面协同控制技术的深度融合，实现"采、支、运"一体化无人 高效运行，着力破解该类资源开采中长期存在的效率低、成本高、劳动强度大等难题 ...

国家知识产权局信息显示，北京天玛智控科技股份有限公司取得一项名为"一种柱塞泵的故障检测方 法、装置及电子设备"的专利，授权公告号CN115270862B，申请日期为2022年7月。 天眼查资料显示，北京天玛智控科技股份有限公司，成立于2001年，位于北京市，是一家以从事仪器仪 表制造业为主的企业。企业注册资本43300万人民币。通过天眼查大数据分析，北京天玛智控科技股份 有限公司共对外投资了3家企业，参与招投标项目2798次，财产线索方面有商标信息40条，专利信息 1627条，此外企业还拥有行政许可34个。 来源：市场资讯 北京煤科天玛自动化科技有限公司，成立于2013年，位于北京市，是一家以从事科技推广和应用服务业 为主的企业。企业注册资本8000万人民币。通过天眼查大数据分析，北京煤科天玛自动化科技有限公司 参与招投标项目43次，专利信息1355条，此外企业还拥有行政许可59个。 声明：市场有风险，投资需谨慎。本文为AI基于第三方数据生成，仅供参考，不构成个人投资建议。 ...

Core Insights - China Coal Science & Technology Group (CCSTG) has implemented the "1245" overall development strategy since the 14th Five-Year Plan, focusing on enhancing core competitiveness and accelerating the development of strategic emerging industries, with revenue from these industries now accounting for 55%, an increase of 17.7 percentage points since 2020 [1] - The group has established numerous national-level R&D platforms, including 4 national key laboratories and 4 national engineering research centers, to drive technological breakthroughs in coal's intelligent and green development [2] - CCSTG is leading a technological revolution in mining through its unmanned intelligent mining project, which has improved coal mining efficiency by over 20% [3] Technological Advancements - The group has developed the world's first 10-meter ultra-high mining technology and equipment, setting multiple mining records, and has created a digital and visual underground geological perception system to enhance safety and efficiency [2] - The introduction of the "Sunstone" model and GeoGPT has integrated AI into mining operations, marking significant advancements in the industry [3] Traditional Industry Upgrade - CCSTG has transformed its manufacturing system through intelligent upgrades, establishing 10 smart factories and 17 smart workshops, with 2 recognized as "excellent" smart factories [4] - The company is expanding into new fields such as information technology, AI, and new materials, fostering new enterprises that contribute to long-term growth [4] Talent Development - The group has implemented a diverse long-term incentive ecosystem, utilizing various incentive tools to enhance employee engagement and performance, covering over 4,000 core personnel [7] - CCSTG has established a competitive talent policy, creating a four-tier talent team that includes academicians and young elites, with over 40% of its workforce being technology talents [7] Future Focus - Looking ahead, CCSTG aims to strengthen its core functions and competitiveness, focusing on innovation-driven strategies and becoming a world-class technology leader in the coal industry [8]

Investment Rating - The investment rating for Tianma Zhikong (688570) is "Buy" [1] Core Views - The strategic investment in the joint venture "Kegong Chengtai Company" aims to enhance long-term high-quality development through collaboration and resource complementarity, focusing on the development of intelligent mining equipment [2][3] - The partnership is expected to significantly expand market space by leveraging synergies between Tianma Zhikong's core products and Kegong Chengtai's focus on high-end hydraulic supports [2] - The joint venture will also facilitate technological innovation and address existing bottlenecks in key technology areas, enhancing Tianma Zhikong's competitive edge in the intelligent mining sector [2][3] Financial Summary - Total revenue for 2023 is projected at 2,206 million, with a year-on-year growth of 12.1%. However, a decline of 15.7% is expected in 2024, followed by a significant drop of 45.5% in 2025 [4] - Net profit attributable to the parent company is forecasted to be 425 million in 2023, decreasing to 340 million in 2024, and further to 107 million in 2025, reflecting a year-on-year decline of 20.0% and 68.4% respectively [4] - The gross margin is expected to decrease from 45.1% in 2023 to 36.3% in 2025, indicating potential pressure on profitability [4] - The company maintains a solid financial position with cash reserves of 2.33 billion as of September 2025, allowing for strategic investments without impacting short-term dividend capabilities [6] - Earnings per share (EPS) is projected to decline from 0.98 in 2023 to 0.25 in 2025, with a gradual recovery expected thereafter [4][6] Strategic Initiatives - The investment in Kegong Chengtai Company is seen as a key move to optimize capital allocation and tap into the intelligent mining equipment sector, potentially leading to stable returns and growth in core business areas [6] - The company is positioned to benefit from the ongoing transformation and high-quality development of the coal industry, with significant opportunities in intelligent mining solutions driven by national policies and market demand [6]

Investment Rating - The investment rating for the coal mining industry is "Positive" [2] Core Viewpoints - The current phase is seen as the beginning of a new upward cycle for the coal economy, with a resonance between fundamentals and policies, making it an opportune time to accumulate coal sector investments [10][11] - The supply-side constraints that have been in place since July remain, suggesting limited downside risk for coal prices, which are expected to stabilize [10][11] - The coal sector is characterized by high profitability, cash flow, return on equity (ROE) of 10-15%, and dividend yields exceeding 5%, indicating strong core asset attributes [10][11] - The coal assets are relatively undervalued, with expectations for overall valuation improvement, supported by high premiums in the primary mining rights market [10][11] - The coal sector is expected to maintain a tight supply-demand balance over the next 3-5 years, with high barriers to entry and strong cash flow characteristics [10][11] Summary by Sections Coal Price Tracking - As of December 13, the market price for Qinhuangdao port thermal coal (Q5500) is 753 CNY/ton, down 38 CNY/ton week-on-week [27] - The international thermal coal offshore price for Newcastle NEWC5500 is 78.0 USD/ton, down 6.0 USD/ton week-on-week [27] - The price for coking coal at Jing Tang port remains stable at 1650 CNY/ton [29] Supply and Demand Tracking - The capacity utilization rate for sample thermal coal mines is 92.5%, an increase of 1.0 percentage point week-on-week [44] - The daily coal consumption in inland provinces has increased by 6.20 thousand tons/day (+1.61%) [45] - The daily coal consumption in coastal provinces has increased by 2.00 thousand tons/day (+1.01%) [45] Inventory Situation - As of December 11, coal inventory in inland provinces has decreased by 11.90 thousand tons week-on-week, while coastal provinces saw a reduction of 71.10 thousand tons [45] - The available days of coal in inland provinces have decreased by 0.50 days week-on-week [45] Key Companies to Watch - Focus on stable operators with solid performance such as China Shenhua, Shaanxi Coal, and China Coal Energy [11] - Pay attention to companies with higher elasticity like Yanzhou Coal, Electric Power Energy, and Guanghui Energy [11] - Consider high-quality metallurgical coal companies such as Huaibei Mining and Lu'an Environmental Energy [11]