经各位董事认真审议，会议形成了如下决议： 证券代码： 300807 证券简称：天迈科技 公告编号：2026-002 郑州天迈科技股份有限公司 第四届董事会第十五次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 郑州天迈科技股份有限公司（以下简称"公司"）第四届董事会第十五次会 议于 2026 年 1 月 12 日（星期一）在郑州市高新区莲花街 316 号 10 号楼公司一 楼会议室以现场结合通讯的方式召开。会议通知已于 2026 年 1 月 9 日通过电子 邮件的方式送达各位董事。本次会议应出席董事 7 人，实际出席董事 7 人，其中 独立董事吴跃平先生通过通讯方式参会。 会议由董事长郭建国主持，董事会秘书刘洪宇列席。会议召开符合有关法律、 法规、规章和《公司章程》的规定。 二、董事会会议审议情况 （一）审议通过《关于董事会提前换届选举暨提名第五届董事会非独立董事 候选人的议案》 鉴于公司控股股东、实际控制人发生变更，为保障公司治理结构稳定性、实 现控制权平稳过渡，根据《中华人民共和国公司法》《深圳证券交易所创业板股 票上 ...

Group 1 - The core viewpoint of the news is that Tianmai Technology's stock has experienced fluctuations, with a current price of 60.25 CNY per share and a market capitalization of 4.099 billion CNY, while the company has shown significant growth in stock price over various time frames [1] - As of January 12, 2025, Tianmai Technology's stock has increased by 9.17% year-to-date, 2.00% over the last five trading days, 19.69% over the last 20 days, and 54.09% over the last 60 days [1] - The company specializes in providing comprehensive solutions for urban public transport operations, management, and services based on vehicle networking technology, with its main revenue sources being intelligent scheduling systems (49.34%) and software products (29.67%) [1] Group 2 - Tianmai Technology belongs to the computer industry, specifically in the sub-sector of computer equipment, and is associated with concepts such as satellite navigation, cold chain logistics, and autonomous driving [2] - For the period from January to September 2025, Tianmai Technology reported a revenue of 87.6863 million CNY, representing a year-on-year growth of 57.08%, while the net profit attributable to the parent company was -15.3507 million CNY, reflecting a 70.97% increase year-on-year [2] - The company has distributed a total of 47.4957 million CNY in dividends since its A-share listing, with no dividends paid in the last three years [3]

Group 1 - The computer equipment sector increased by 1.34% on January 9, with Tianmai Technology leading the gains [1] - The Shanghai Composite Index closed at 4120.43, up 0.92%, while the Shenzhen Component Index closed at 14120.15, up 1.15% [1] - Notable stock performances included Tianmai Technology with a closing price of 61.50, up 13.57%, and Jiayuan Technology at 59.25, up 10.62% [1] Group 2 - The computer equipment sector saw a net inflow of 106 million yuan from main funds, while retail investors contributed a net inflow of 513 million yuan [2] - Major stocks with significant net inflows included Hengwei Technology with 303 million yuan and Dahua Intelligent with 295 million yuan [3] - Retail investors showed a net outflow in several stocks, including Dahua Intelligent and Yuyin Co., indicating varied investor sentiment [3]

Group 1 - The core point of the news is that Zhengzhou Tianmai Technology Co., Ltd. has completed a control acquisition by Qiming Venture Partners through a special merger fund, making Qiming the controlling shareholder of Tianmai Technology [1][4]. - This acquisition is notable as it is the first market-oriented private equity fund acquisition of a listed company in the A-share market following the China Securities Regulatory Commission's new guidelines on mergers and acquisitions [4]. - Tianmai Technology specializes in smart transportation and smart charging solutions, with a business structure that includes vehicle networking applications and comprehensive urban traffic solutions, serving over 400 cities globally and more than 700 transportation enterprises and industry management departments [4]. Group 2 - Qiming Venture Partners, established in 2006, manages a total of $9.5 billion in assets across 11 U.S. dollar funds and 7 RMB funds, focusing on early and growth-stage investments in technology and healthcare sectors [4]. - Since its inception, Qiming has invested in over 580 high-growth innovative companies, with more than 210 of these companies listed on major exchanges or exited through mergers and acquisitions, contributing to the emergence of over 80 recognized unicorns or super unicorns [5].

Core Viewpoint - The completion of the first case of a private equity firm acquiring a listed company after the announcement of the "Six Merger Rules" marks a significant milestone in the A-share market, with the transaction involving Tianmai Technology and Suzhou Qichen [2][3]. Group 1: Transaction Details - Tianmai Technology announced that its controlling shareholder Guo Jianguo and others transferred 17.75 million shares (26.10% of total shares) to Suzhou Qichen, completing the transfer on January 6, 2026 [2]. - The transaction was initially valued at 452 million yuan, with share prices set at 28.26 yuan and 24.25 yuan, reflecting a discount of approximately 10-20% compared to the pre-suspension closing price of 30.85 yuan [4]. - After multiple adjustments, the final transaction price increased to 542 million yuan, with a new share price of 30.52 yuan, which is 80% of the market closing price of 38.15 yuan on the day before the agreement [6][7]. Group 2: Regulatory and Market Context - The transaction was seen as the first case of a private equity firm acquiring a listed company under the "first invest, then raise" model, which faced scrutiny and adjustments due to regulatory concerns [3][5]. - The China Securities Regulatory Commission's "Six Merger Rules" encourage private equity funds to acquire listed companies for industrial integration, but the market remains cautious about "shell transactions" [8][9]. - Tianmai Technology has faced continuous losses over four years, with revenues declining from 233 million yuan in 2021 to 164 million yuan in 2024, raising concerns about its fundamental value and potential as a "shell resource" [8][9].

Core Viewpoint - Tianmai Technology (300807) has undergone a significant change in control, with the transfer of 26.1% of its shares to Suzhou Qichen, marking a shift in its major shareholder and actual controller [2][4]. Group 1: Share Transfer Details - On January 7, Tianmai Technology announced the completion of a share transfer, where Guo Jianguo and his associates transferred 17.7567 million shares (26.1% of total shares) to Suzhou Qichen [2][3]. - The share transfer was part of an agreement signed in January 2025, with Guo Jianguo committing not to seek control of the company [2][4]. - The actual control of the company has shifted from Guo Jianguo and his wife to Kuang Ziping, who is the actual controller of Suzhou Qichen [4]. Group 2: Company Overview - Tianmai Technology specializes in intelligent public transport operation scheduling platforms and smart vehicle electronic products, focusing on R&D, design, production, and sales [4]. - The company's main products include software for GPS public transport intelligent scheduling systems and hardware such as anti-theft coin machines and integrated vehicle terminals [4]. - The company aims to create an integrated management system for vehicles, equipment, operations, maintenance, and personnel, enhancing intelligent scheduling capabilities [4]. Group 3: New Controller Background - Kuang Ziping is the founding managing partner of Qiming Venture Partners, which manages a total of $9.5 billion in assets across various funds [5]. - He has a strong focus on investments in information technology, artificial intelligence, automation equipment, and blockchain [5]. - Kuang has been recognized multiple times in Forbes' list of the world's best venture capitalists and holds significant positions in investment associations [5].

Core Viewpoint - Tianmai Technology has undergone a significant change in its controlling shareholder, with the transfer of 26.10% of its total shares from Guo Jianguo and his associates to Suzhou Industrial Park Qichen Hengyuan Equity Investment Partnership, leading to a new actual controller, Kuang Ziping [1] Group 1: Shareholder Change - The controlling shareholder of Tianmai Technology has changed from Guo Jianguo to Suzhou Qichen, with the actual controller now being Kuang Ziping [1] - Guo Jianguo and his associates transferred 17.7567 million shares, representing 26.10% of the company's total equity, to Suzhou Qichen, with the transfer completed and registered with the China Securities Depository and Clearing Corporation [1] Group 2: Company Overview - Tianmai Technology specializes in providing comprehensive solutions for urban intelligent transportation based on technologies such as IoT, satellite positioning, artificial intelligence, big data, and cloud computing [1] - Kuang Ziping, the new actual controller, is the founding managing partner of Qiming Venture Partners, focusing on sectors like information technology, artificial intelligence, automation equipment, and blockchain [1] Group 3: Previous Agreements - On January 6, 2025, Guo Jianguo and his associates signed a share transfer agreement with Suzhou Industrial Park Qihan Venture Capital Partnership, with Guo Jianguo committing not to seek control of the listed company and to maintain the stability of its control [1] - On May 23, 2025, it was agreed that Suzhou Qichen would execute the transfer of the target shares [1]

Core Viewpoint - Qiming Venture Partners has officially acquired a controlling stake in Tianmai Technology, marking a significant move in the private equity landscape in China [2][6]. Group 1: Acquisition Details - On January 6, 2026, Tianmai Technology announced the completion of the transfer of 17.75 million shares, representing 26.10% of the company's total equity, from its controlling shareholders to Suzhou Qichen, a fund managed by Qiming Venture Partners [2][5]. - The total price for the share transfer was finalized at 541 million yuan, after several adjustments from the initial agreement of approximately 452 million yuan [5][6]. Group 2: Market Implications - The acquisition has sparked speculation about Qiming Venture Partners' intentions, with expectations that they may inject assets from their portfolio companies into Tianmai Technology to create a closed-loop of fundraising, investment, management, and exit [6]. - Suzhou Qichen has stated that there will be no immediate changes to Tianmai Technology's core business in the next year, but there may be potential adjustments to enhance the company's development and asset quality within 12 months [6]. Group 3: Industry Context - Qiming Venture Partners is not the first venture capital firm to acquire a publicly listed company, as several private equity funds have entered the market following the release of the "M&A Six Guidelines" by the China Securities Regulatory Commission [7]. - The evolving role of general partners (GPs) in private equity is highlighted, shifting from merely selecting investments to becoming orchestrators of mergers and acquisitions, emphasizing the importance of asset integration capabilities [7].

本次股份协议转让已完成股份过户登记，苏州启辰持有上市公司17,756,720股股份及对应表决权（占上 市公司总股本的26.10%），为上市公司第一大股东。苏州启辰的执行事务合伙人为苏州启瀚，苏州启 瀚的执行事务合伙人为上海启楷商务咨询有限公司，邝子平持有上海启楷商务咨询有限公司100%股 权，为苏州启辰的实际控制人。根据《股份转让协议》及补充协议中的相关安排及郭建国出具的《不谋 求上市公司控制权的承诺函》及《表决权放弃确认函》，公司控股股东由郭建国变更为苏州启辰，公司 实际控制人由郭建国、田淑芬夫妇变更为邝子平。 格隆汇1月7日丨天迈科技(300807.SZ)公布，收到郭建国先生的通知，郭建国先生及其一致行动人郭田 甜女士、海南大成瑞信投资合伙企业（有限合伙）（简称"大成瑞信"）向苏州工业园区启辰衡远股权投 资合伙企业（有限合伙）（简称"苏州启辰"）协议转让公司17,756,720股股份（占上市公司总股本的 26.10%，简称"标的股份"）的事项已在中国证券登记结算有限责任公司办理完成股份过户登记手续，并 取得《证券过户登记确认书》。 ...

天迈科技公告，郭建国及其一致行动人郭田甜、大成瑞信向苏州启辰协议转让公司1775.67万股股份， 占总股本26.10%。本次股份过户登记已完成，苏州启辰成为公司第一大股东。公司控股股东由郭建国 变更为苏州启辰，实际控制人由郭建国、田淑芬夫妇变更为邝子平。 ...