Core Viewpoint - The announcement details a share transfer agreement where the controlling shareholder and another shareholder of the company will transfer a total of 25,207,600 shares, representing 5.01% of the company's total equity, to Tianyang Hongye at a price of 17.6 yuan per share, totaling 444 million yuan [1] Group 1: Share Transfer Details - The controlling shareholder Qu Ning will transfer 24,815,100 shares, accounting for 4.93% of the total equity, for a transaction amount of 437 million yuan [1] - The other shareholder Nanjing Yunzhi Tuo will transfer 392,400 shares, representing 0.08% of the total equity, for a transaction amount of 6.9068 million yuan [1] - Tianyang Hongye, the acquirer, commits to not reducing its holdings of the acquired shares within 12 months after the completion of the transfer [1]

证券代码：300872 证券简称：天阳科技 公告编号：2025-112 天阳宏业科技股份有限公司 关于协议受让北京首都在线科技股份有限公司 天阳宏业科技股份有限公司（以下简称"公司"）于 2025 年 9 月 18 日召开 第三届董事会第三十三次会议，审议通过了《关于协议受让北京首都在线科技股 份有限公司部分股份的议案》。同日，公司分别与北京首都在线科技股份有限公 司（以下简称"首都在线"）控股股东、实际控制人曲宁先生和首都在线股东南 京云之拓创业投资合伙企业（有限合伙）（以下简称"云之拓"）签署了《股份 转让协议》，拟以现金方式协议受让曲宁先生持有的首都在线 24,815,140 股股份， 占首都在线目前总股本的 4.93%，转让价格为 17.60 元/股，转让总价为人民币 436,746,464.00 元；受让云之拓持有的首都在线 392,430 股股份，占首都在线目 前总股本的 0.08%，转让价格为 17.60 元/股，转让总价为人民币 6,906,768.00 元。 具体内容详见公司于 2025 年 9 月 19 日在巨潮资讯网（www.cninfo.com.cn）披露 的相关公告。 二、股份过户登 ...

国海证券股份有限公司 关于天阳宏业科技股份有限公司协议受让北京宝兰德软件 股份有限公司部分股份事项的核查意见 国海证券股份有限公司（以下简称"国海证券"或"保荐机构"）作为天阳 宏业科技股份有限公司（以下简称"天阳科技"或"公司"）持续督导的保荐机 构，根据《证券发行上市保荐业务管理办法》《深圳证券交易所创业板股票上市 规则》（以下简称"《上市规则》"）《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》《深圳证券交易所上市公司自律监管指引第 13 号——保荐业务》等法律法规的相关规定，对天阳科技拟协议受让北京宝兰德软 件股份有限公司（以下简称"宝兰德"）部分股份事项进行了核查，并出具本核 查意见： 一、交易概述 基于对宝兰德长期投资价值的认可，公司与宝兰德控股股东、实际控制人易 存道先生于2025年11月3日签署《股份转让协议》，公司拟以现金方式协议受让易 存道先生持有的宝兰德5,830,000股股份，占宝兰德总股本的7.50%，转让价格为 26.56元/股，转让总价为人民币154,844,800元。本次交易前，公司未持有宝兰 德股份；本次交易后，公司合计持有宝兰德5,830,000股 ...

Core Viewpoint - Baoland's performance is under pressure, leading to the introduction of Tianyang Technology as a strategic investor to strengthen business collaboration [1][2] Group 1: Transaction Details - Baoland's controlling shareholder, Yi Cundao, plans to transfer 5.83 million shares to Tianyang Technology, representing 7.5% of Baoland's total share capital [1] - The share price for this transaction is set at 26.56 yuan per share, which is a 20% discount compared to the market closing price on the announcement date, totaling approximately 155 million yuan [1] - Post-transaction, Yi Cundao will hold 21.6 million shares, reducing his stake to 27.79%, while Tianyang Technology will become the second-largest shareholder with 7.5% [1] Group 2: Strategic Implications - The share transfer aims to meet Yi Cundao's funding needs and to introduce Tianyang Technology as a strategic investor, enhancing Baoland's downstream industry channels and product competitiveness [2] - Baoland is a leading player in domestic basic software, with a product line covering middleware, PaaS platforms, intelligent operations, and big data, focusing on the localization of middleware [2] - Tianyang Technology's public credit systems and credit card solutions are critical banking applications that run on middleware, suggesting that collaboration could enhance the integration of key banking applications with middleware systems [2] Group 3: Financial Performance - Baoland's performance has been unstable, with a decline in revenue and a return to losses in 2024 after a brief recovery in 2023 [3] - For the first three quarters of 2025, Baoland reported revenue of 138 million yuan, a year-on-year decrease of 31.83%, and a net loss of 92.6 million yuan, down 68.82% [3] - In contrast, Tianyang Technology achieved revenue of 1.516 billion yuan in the same period, an 8.11% increase, but its net profit fell by 32.25% to 57.8 million yuan [3]

Group 1 - Jinguang Electric won a bid for a State Grid procurement project with a total amount of 21.7976 million yuan, accounting for approximately 2.93% of the company's expected revenue for 2024 [1] - Shen Gong Co. plans to reduce its shareholding by up to 2%, equating to 340.61 million shares [2] - Guomai Culture received a government subsidy of 3.78 million yuan, representing 24.90% of its audited net profit for 2024 [2] Group 2 - Guomai Culture focuses on the development and provision of digital content operation platforms [3] - Shentong Technology's two directors plan to collectively reduce their shareholding by no more than 0.0473% [4] - Ruihua Tai intends to reduce its shareholding by up to 1%, amounting to 1.8 million shares [5] Group 3 - Guoji Automobile's wholly-owned subsidiary won a total contract project worth 809 million yuan [7] - Changcheng Technology's stock is expected to remain suspended due to potential changes in control [9] - Huabei Pharmaceutical's subsidiary received approval for a chemical raw material drug listing application [11] Group 4 - Fuyao Glass has changed its legal representative to Cao Hui [13] - Huaxi Biological plans to reduce its shareholding by up to 2%, totaling 9.6336 million shares [14] - Hopu Co. signed a procurement contract for a storage system worth 500 million yuan [15] Group 5 - ST Songfa's subsidiary plans to invest 458 million yuan in a mooring dock project [18] - Zhonghong Medical's subsidiary is expected to be selected for several centralized procurement projects [19] - Huakai Yibai's vice chairman plans to increase his shareholding by no less than 30 million yuan [20] Group 6 - Haichuang Pharmaceutical completed the first participant enrollment for a clinical trial of a drug for metabolic-associated fatty liver disease [21] - Dongfang Biological's subsidiary obtained medical device product registration certificates for multiple products [22] - Lepu Medical's rechargeable implantable deep brain stimulation system received NMPA registration approval [23] Group 7 - Changyuan Power's power generation in October decreased by 32.25% year-on-year [24] - Jinshi Yaya's diclofenac sodium sustained-release tablets passed the consistency evaluation for generic drugs [26] - Yutong Bus sold 3,040 buses in October, a decrease of 5.62% year-on-year [27] Group 8 - Far East Co. signed contracts worth 1.062 billion yuan in October [28] - Tianya Pharmaceutical's subsidiary passed the consistency evaluation for a drug [29] - Yuheng Pharmaceutical plans to resolve a debt dispute through a share transfer agreement [30] Group 9 - Hailanxin's subsidiary won a bid for a marine observation network project worth 1.097 billion yuan [31] - Huasheng Lithium plans to reduce its shareholding by up to 0.37% [33] - Maike Biological obtained product registration certificates for five new in vitro diagnostic products [34] Group 10 - Huayuan New Materials signed a strategic cooperation agreement with Taiblue New Energy [37] - Greebo's actual controller and some directors plan to collectively increase their shareholding by no less than 11.5 million yuan [39] - Yian Technology received a government subsidy of 1.1643 million yuan [41] Group 11 - Kangtai Biological's quadrivalent influenza virus vaccine has commenced Phase I clinical trials [43] - Spring Airlines received a commitment letter for a stock repurchase loan of up to 450 million yuan [45] - Foton Motor sold 8,006 new energy vehicles in October, a year-on-year increase of 98.83% [46] Group 12 - Greebo plans to transfer 100% equity of its subsidiary for 280 million yuan [48] - Siwei Liekong's director is under investigation [49] - Dingyang Technology launched a new generation of multi-channel microwave signal generator products [50] Group 13 - Jiangling Motors reported a year-on-year increase of 8.06% in vehicle sales for October [51] - Shengyi Technology plans to reduce its shareholding by up to 1.03% [52] - Dongshan Precision completed the acquisition of 100% equity of France's GMD Group for approximately 814 million yuan [53] Group 14 - Tianyang Technology plans to acquire 7.5% of Baoland's shares for 155 million yuan [54] - Alter plans to establish a joint venture company with a total investment of 672 million yuan [54] - Changchun High-tech's clinical trial application for a drug was approved [55] Group 15 - Beibu Gulf Port's cargo throughput in October increased by 22.73% year-on-year [56] - ST Zhangjiajie was ruled by the court to undergo reorganization [57] - Teda Co.'s subsidiary was selected as a supplier for an energy project in Indonesia [58]

Core Insights - Tianyang Technology (300872) has signed a share transfer agreement to acquire 5.83 million shares of Baoland Software, representing 7.5% of Baoland's total equity, at a price of 26.56 yuan per share, totaling approximately 155 million yuan [1] - Baoland, established in 2008, is a leader in domestic basic software, focusing on the localization of middleware and has a product line that includes middleware, container platforms, intelligent operations, and big data [1] - The collaboration aims to enhance the integration of banking key application systems with basic middleware systems, promoting information innovation and the autonomy of domestic software [1] Company Strategy - Tianyang Technology recently invested 444 million yuan to acquire 5.02% of Capital Online, aiming to enhance AI capabilities and achieve resource sharing between the two companies [2] - The acquisition of Baoland is expected to significantly enhance Tianyang's influence in the domestic basic software ecosystem and accelerate the penetration of its technology products in the financial innovation market [2] - In the long term, by integrating application software and basic platforms into standardized solutions, Tianyang Technology aims to provide cost-effective digital transformation services for small and medium-sized banks, potentially creating a second growth curve [2]

Core Viewpoint - Tianyang Technology (300872) has signed a share transfer agreement with the controlling shareholder of Baolande (688058), acquiring 5.83 million shares, representing 7.50% of Baolande's total equity, for a total price of 155 million yuan at 26.56 yuan per share, positioning Tianyang as Baolande's second-largest shareholder [1][2] Group 1: Company Overview - Tianyang Technology's business segments include consulting, financial technology, digital finance, and financial IT services, focusing on key areas and processes within banking [1] - Baolande specializes in the research and sales of infrastructure software, intelligent operation software, and AI big data software, along with providing professional technical services [1] Group 2: Financial Performance - In Q3, Tianyang Technology reported revenue of 520 million yuan, a year-on-year increase of 9.64%, and a net profit of 6.73 million yuan, reflecting a significant year-on-year growth of 214.24% [1] Group 3: Strategic Rationale - The acquisition is driven by Tianyang's confidence in Baolande's future development and long-term investment value, aiming to enhance technological and research collaboration, share market and customer resources, and leverage brand synergy to improve overall strength [1] - Baolande is recognized as a leader in domestic foundational software, with a product line covering middleware, PaaS platforms, intelligent operations, and big data, particularly focusing on promoting the localization of middleware [1] - The collaboration is expected to enhance the integration of Tianyang's key banking applications with Baolande's middleware systems, thereby improving competitive advantages and promoting innovation in information technology and domestic software autonomy [1][2] Group 4: Financial Impact - Tianyang Technology has stated that the funds for the share acquisition will come from its own resources, ensuring no significant adverse impact on its financial and operational status, maintaining its independence, and protecting the interests of all shareholders [2]

Core Viewpoint - The announcement details the proposed transfer of 5,830,000 shares of Beijing Baolande Software Co., Ltd. by its controlling shareholder, Yi Cundao, to Tianyang Hongye Technology Co., Ltd., representing 7.50% of the company's total share capital [2][3]. Summary by Sections 1. Basic Situation of the Share Transfer - Yi Cundao intends to transfer 5,830,000 shares at a price of 26.56 CNY per share, totaling approximately 154.84 million CNY [3][6]. - After the transfer, Yi Cundao will hold 21,602,681 shares, representing 27.79% of the total share capital, while Tianyang Technology will hold 5,830,000 shares [2][3]. 2. Background and Purpose of the Transfer - The transfer aims to meet Yi Cundao's funding needs and introduce a strategic investor who recognizes the company's long-term value, enhancing market competitiveness and resource sharing [4][5]. - The collaboration is expected to strengthen the integration of banking applications with middleware systems, promoting innovation in information technology and domestic software independence [5]. 3. Approval and Procedures - The transfer is subject to compliance review by the Shanghai Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation [4][20]. 4. Payment and Transaction Arrangement - The total transfer price will be paid in four installments, with the first payment of 10% due upon the announcement, followed by subsequent payments tied to specific milestones [10][11]. 5. Lock-up Commitment - Tianyang Technology commits not to reduce its holdings for 12 months following the completion of the share transfer [18][19].

Core Viewpoint - Tianyang Technology plans to acquire 5.02% of Baoland's shares, marking its second acquisition of an A-share listed company in less than two months, reflecting its strategy to strengthen its position in the financial sector through partnerships with leading middleware firms [2][3][4]. Group 1: Acquisition Details - Tianyang Technology announced it will acquire 5.83 million shares of Baoland from its controlling shareholder, representing 7.5% of Baoland's total shares, at a price of 26.56 yuan per share, totaling 155 million yuan [2][3]. - Following this transaction, Tianyang Technology will become Baoland's second-largest shareholder, with a stake just behind the controlling shareholder, Yi Cundao [3]. - The funding for this acquisition will come from Tianyang Technology's own funds, which will not adversely affect its financial status or independence [3]. Group 2: Financial Performance - Baoland reported a revenue of 138 million yuan for the first three quarters of 2025, a year-on-year decline of 31.83%, with a net loss attributable to shareholders of 92.6 million yuan, worsening from a loss of 54.85 million yuan in the same period last year [6]. - In the third quarter alone, Baoland's revenue was 56.23 million yuan, down 9.81% year-on-year, with a net loss of 24.83 million yuan compared to a loss of 21.94 million yuan in the previous year [6]. Group 3: Strategic Intent - Tianyang Technology's acquisition is based on its recognition of Baoland's long-term investment value, aiming to enhance collaboration in the financial sector and improve customer retention through joint efforts [3][4]. - Yi Cundao, Baoland's controlling shareholder, aims to attract strategic investors who recognize the company's long-term value and can help enhance its market competitiveness and resource sharing [5].

Core Viewpoint - Tianyang Technology plans to acquire 5.02% of Baolande's shares, marking its second acquisition of an A-share listed company in less than two months, indicating a strategic move to strengthen its position in the financial sector [1][2][3]. Group 1: Acquisition Details - Tianyang Technology intends to acquire 5.83 million shares of Baolande at a price of 26.56 yuan per share, totaling 155 million yuan [1][2]. - After the transaction, Tianyang Technology will become the second-largest shareholder of Baolande, following the controlling shareholder, Yi Cundao [2]. - The funding for this acquisition will come from the company's own funds, which stood at 911 million yuan as of the end of Q3 2025 [2]. Group 2: Company Background and Strategy - Tianyang Technology focuses on clients in the banking and financial sectors, and views Baolande as a leading middleware provider, which can enhance its capabilities in the financial industry [2]. - The acquisition is expected to facilitate collaboration between the two companies, enhancing customer retention and market reach [2]. Group 3: Baolande's Financial Performance - Baolande reported a revenue of 138 million yuan for the first three quarters of 2025, a year-on-year decline of 31.83%, with a net loss of 92.6 million yuan [5]. - In Q3 2025, Baolande's revenue was 56.2 million yuan, down 9.81% year-on-year, with a net loss of 24.8 million yuan [5]. Group 4: Shareholder Actions - Yi Cundao, the controlling shareholder of Baolande, has previously sold over 33 million yuan worth of shares, indicating a pattern of divestment [4]. - The current share transfer is aimed at bringing in strategic investors who recognize Baolande's long-term value and can help enhance its market competitiveness [4].