Core Viewpoint - Tianyi Ma (301178.SZ) is attempting to revitalize its performance through a high-premium acquisition of 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. for 1.189 billion yuan, despite facing declining performance post-IPO [1][2]. Group 1: Acquisition Details - The acquisition will be executed through a combination of share issuance and cash payment, with a total valuation premium of 649.77% for Xingyun Kaiwu [3][4]. - The deal includes a performance commitment from Xingyun Kaiwu to achieve a cumulative net profit of no less than 290 million yuan over three years [1][8]. - Following the acquisition, Tianyi Ma will incur goodwill of 1.049 billion yuan, which will represent 37.19% of the company's total assets as of June 2025 [1][8]. Group 2: Financial Performance - Tianyi Ma has experienced a decline in revenue and profit from 2022 to 2024, with revenues of 439 million yuan, 410 million yuan, and 224 million yuan, reflecting decreases of 5.98%, 6.65%, and 45.46% respectively [7]. - In the first nine months of 2025, Tianyi Ma reported revenues of 228 million yuan, a year-on-year increase of 46.62%, and a net profit of 4.19 million yuan, up 119.8% [2][7]. - Post-acquisition, it is projected that Tianyi Ma's revenue and net profit will increase by 170.29% and 887.63% respectively, with total assets reaching 2.82 billion yuan, a 95.93% increase [7]. Group 3: Market Reaction and Shareholder Actions - Following the announcement of the restructuring plan, Tianyi Ma's stock price fell by 9.52% to 56.37 yuan per share [4]. - During the restructuring process, several shareholders have reduced their holdings, including a complete sell-off by a major shareholder, resulting in approximately 130 million yuan in cash [5].

Core Viewpoint - Tianyi Ma plans to acquire 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. for a total transaction price of 1.189 billion yuan, which will involve issuing shares and cash payments [1][2] Group 1: Transaction Details - The acquisition will be financed through 582 million yuan in shares and 606 million yuan in cash [1] - The company aims to raise up to 155 million yuan from its actual controller, Ma Xuepei, for supporting funds [1] Group 2: Company Overview - Xingyun Kaiwu is a provider of digital services for smart self-service devices, focusing on integrated solutions of IoT smart hardware and SaaS cloud platforms [1] - The acquisition is expected to create complementary and synergistic effects in areas such as industry chain layout, technology research and development, market expansion, and product iteration [1][2] Group 3: Financial Performance - Xingyun Kaiwu's projected revenues for 2023 to the first half of 2025 are 385 million yuan, 447 million yuan, and 248 million yuan, with net profits of 38.69 million yuan, 86.66 million yuan, and 54.57 million yuan respectively [2] - The performance commitment includes net profits of no less than 90 million yuan, 95 million yuan, and 105 million yuan for the years 2025, 2026, and 2027 [2] Group 4: Strategic Implications - The transaction will enable Tianyi Ma to deepen its presence in the digital services sector for smart self-service devices, enhancing its growth potential [2] - The company aims to strengthen its research and development capabilities in this area, optimize its industry chain layout, and expand its sales scale to better meet diverse customer needs [2]

Core Viewpoint - Tianyi Ma is pursuing a strategic acquisition of 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. to address ongoing operational pressures and declining profits since its IPO in 2021 [2][5]. Group 1: Acquisition Details - The acquisition involves a total valuation of 1.21 billion yuan for 100% of Xingyun Kaiwu, representing a premium of over 6 times its net asset value [2][3]. - The transaction structure includes a combination of cash and stock payments, with 50.2672% of the shares purchased in cash and 48.2960% through stock issuance [3]. - The acquisition is expected to add approximately 1.049 billion yuan in goodwill to Tianyi Ma's balance sheet, which constitutes 78% of the company's net assets [2][9]. Group 2: Financial Performance and Projections - Tianyi Ma's net profits have declined for three consecutive years, with projected losses of 49.55 million yuan in 2024 [5]. - Xingyun Kaiwu is projected to achieve net profits of no less than 90 million yuan, 95 million yuan, and 105 million yuan for the years 2025 to 2027, totaling at least 290 million yuan [4]. - Post-acquisition, Tianyi Ma's revenue is expected to increase significantly, with projections showing a rise from 146 million yuan to 394 million yuan in the first half of 2025, marking a 170% increase [8]. Group 3: Strategic Rationale - The acquisition is part of Tianyi Ma's broader strategy to transform and enhance its business model, focusing on capital operations and optimizing its industry layout [7]. - The merger aims to create a comprehensive industry layout from government information systems to consumer IoT, leveraging both companies' strengths in technology [8]. - Xingyun Kaiwu's strong technical capabilities and extensive patent portfolio (217 patents and 199 software copyrights) are expected to complement Tianyi Ma's existing offerings [7].

Core Viewpoint - Tianyima plans to acquire 98.5632% of Xingyun Kaiwu Technology Co., Ltd. for a total consideration of 1.189 billion yuan, which includes 582 million yuan in shares and 606 million yuan in cash, aiming to enhance its capabilities in the smart self-service equipment digital service sector [1][2][3] Group 1: Transaction Details - The acquisition involves purchasing shares from multiple stakeholders, with the total transaction value set at 1.189 billion yuan [1] - Tianyima intends to raise up to 155 million yuan from its actual controller, Ma Xuepei, to support the transaction [1] - The deal is expected to constitute a major asset restructuring and related party transaction [1] Group 2: Company Performance and Projections - Xingyun Kaiwu reported revenues of 385 million yuan, 447 million yuan, and 248 million yuan for 2023, 2024, and the first half of 2025, respectively, with net profits of 38.69 million yuan, 86.66 million yuan, and 54.57 million yuan [2] - The performance commitment includes a minimum net profit of 90 million yuan for 2025, 95 million yuan for 2026, and 105 million yuan for 2027 [2] Group 3: Strategic Implications - The acquisition is expected to enhance Tianyima's business in the smart self-service equipment digital service field, creating a dual-driven development model to improve growth potential [3] - The company aims to strengthen its R&D capabilities in smart self-service equipment, optimize its industry chain layout, and expand its sales scale to better meet diverse customer needs [3] - In the first three quarters of the year, Tianyima achieved revenues of 228 million yuan, a year-on-year increase of 46.6%, and a net profit of 4.19 million yuan, up 119.8% year-on-year [3]

Core Viewpoint - Tianyi Ma plans to acquire 98.5632% of Xingyun Kaiwu for 1.189 billion yuan, enhancing its capabilities in IoT and SaaS solutions [1][2] Financial Data - Xingyun Kaiwu is projected to achieve revenue of 447 million yuan in 2024, a year-on-year increase of 16.14%, and a net profit of 86.66 million yuan, up 123.97% [2] - The valuation of 100% equity in Xingyun Kaiwu is 1.21 billion yuan, with the acquisition price reflecting a significant premium of 649.77% [2] - Performance commitments for Xingyun Kaiwu include net profits of no less than 90 million yuan, 95 million yuan, and 105 million yuan for the years 2025 to 2027, providing assurance for the transaction value [2] Strategic Synergy - The acquisition aligns with Tianyi Ma's core business in information system integration and software development, creating complementary business opportunities [2] - Post-acquisition, Xingyun Kaiwu will become a subsidiary, enabling collaboration in industry chain, technology development, and market expansion [2] - The deal marks a strategic shift for Tianyi Ma from a traditional IT service provider to a comprehensive solution provider combining information technology and smart hardware [2]

Core Viewpoint - Tianyi Ma plans to acquire 98.5632% of Xingyun Kaiwu for 1.189 billion yuan, aiming to strengthen its position in the IoT sector through this major asset restructuring [1][2] Financial Data - Xingyun Kaiwu is projected to achieve revenue of 447 million yuan in 2024, representing a year-on-year growth of 16.14% - The net profit attributable to the parent company is expected to reach 86.66 million yuan, showing a significant increase of 123.97% - The valuation of 100% equity in Xingyun Kaiwu is set at 1.21 billion yuan, with the acquisition price for 98.5632% equity at 1.189 billion yuan, resulting in an appraisal premium rate of 649.77% - Performance commitments for 2025-2027 include net profits of no less than 90 million yuan, 95 million yuan, and 105 million yuan respectively, providing assurance for the transaction value [2] Strategic Synergy - Tianyi Ma's main business in information system integration, software development, and computing services is highly complementary to Xingyun Kaiwu's operations - Post-acquisition, Xingyun Kaiwu will become a subsidiary of Tianyi Ma, facilitating collaboration in the industrial chain, technology research and development, and market expansion - Tianyi Ma can leverage Xingyun Kaiwu's IoT hardware and SaaS platform capabilities to enhance smart city solutions, while Xingyun Kaiwu can benefit from Tianyi Ma's channel resources and financial support to expand market reach - This acquisition marks a critical strategic move for Tianyi Ma, transitioning from a traditional IT service provider to a comprehensive solution provider driven by both information technology and smart hardware, optimizing its business structure and enhancing profitability and core competitiveness [2]

Economic News - The People's Bank of China and 12 departments issued a plan to enhance financial support for consumption in Beijing, focusing on the automotive sector, especially new energy vehicles, with measures including reasonable loan ratios, terms, and interest rates [1] - The Ministry of Industry and Information Technology released guidelines for building high-standard digital parks, aiming to establish around 200 parks by 2027 and promote digital transformation for industrial enterprises [1] - The State Post Bureau reported that the postal industry generated a revenue of 156.42 billion yuan in October, a year-on-year increase of 7.9%, with express delivery revenue reaching 131.67 billion yuan, up 4.7% [1][4] Company Insights - Xiaomi Group reported an adjusted net profit of 11.311 billion yuan for the third quarter, representing a year-on-year increase of 80.9% [4] - O-film Technology plans to issue shares to acquire a 28.2461% stake in O-film Microelectronics [4] - Tianyi Ma intends to purchase a 98.56% stake in Xingyun Kaiwu for a transaction amount of 1.189 billion yuan [4] Industry Analysis: Agriculture and Animal Husbandry - In October, pig prices showed a slight rebound but lacked sustained support, with average prices for piglets, live pigs, and pork at 25.80 yuan/kg, 12.57 yuan/kg, and 23.41 yuan/kg respectively, reflecting month-on-month declines of 14.19%, 8.95%, and 4.47% [7] - The supply side saw a decrease in the breeding sow inventory, with a reported 40.35 million heads, down 0.70% from the previous month, indicating potential for accelerated capacity reduction due to low prices and policy adjustments [8] - The industry anticipates a gradual acceleration in capacity reduction, with leading companies like Muyuan Foods reducing their breeding sow inventory significantly [9] Industry Analysis: Transportation - The airline industry experienced an overall improvement in supply-demand dynamics, with an increase in passenger load factors in October, reflecting a year-on-year increase of approximately 1.8 percentage points [12][13] - Domestic airlines increased capacity by about 3.6% year-on-year in October, driven by the National Day holiday, which boosted travel demand [13] - International route capacity saw a significant year-on-year increase of approximately 14.3%, although there are concerns about potential oversupply as passenger load factors remained stable [14] Investment Recommendations - The report suggests focusing on leading companies in the pig farming sector, such as Muyuan Foods, which have strong cost advantages and high performance visibility [9] - In the airline sector, the report highlights the importance of maintaining supply control and improving load factors to enhance profitability, recommending attention to major airlines benefiting from these trends [17]

Core Viewpoint - Tianyi Ma plans to acquire 98.5632% equity of Guangdong Xingyun Kaiwu Technology Co., Ltd. through issuing shares and cash payment, aiming to enhance its digital service capabilities in the smart self-service equipment sector [1][2]. Group 1: Transaction Details - The transaction involves issuing shares and cash to 21 shareholders of Xingyun Kaiwu, with a total transaction price of approximately 1.189 billion yuan, corresponding to an overall valuation of 1.206 billion yuan for the target assets [2][3]. - The valuation of 100% equity of Xingyun Kaiwu is assessed at 1.21 billion yuan, reflecting a substantial appreciation rate of 649.77% [3]. - The pricing strategy for the transaction is differentiated based on the shareholders' investment rounds and other factors, with specific valuations for different portions of equity [3]. Group 2: Fundraising and Financial Performance - Tianyi Ma intends to raise up to 155 million yuan from its actual controller, Ma Xuepei, to cover cash payments, intermediary fees, and related taxes for the transaction [4]. - The stock price for the fundraising is set at 32.74 yuan per share, which is about 50% of the closing price on the announcement date, despite a 39% increase in stock price since the pricing benchmark date [4][5]. - For the first three quarters of 2025, Tianyi Ma reported a revenue of 228 million yuan, a year-on-year increase of 46.62%, and a net profit of 4.19 million yuan, up 119.80% [7].

Core Viewpoint - Tianyi Ma (301178.SZ) experienced a significant drop of 8.8%, reaching a new low of 56.81 yuan, with a total market value of 3.8 billion yuan, following the announcement of a major asset restructuring plan [1] Group 1: Asset Restructuring Plan - Tianyi Ma plans to acquire 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction amount of 1.189 billion yuan [1] - The company intends to raise up to 155 million yuan by issuing shares to one of its actual controllers, Ma Xuepei, as part of the funding for the acquisition [1] - The assessed value of 100% of the target company's equity is 1.21 billion yuan, resulting in a transaction price of 1.189 billion yuan for the 98.5632% stake, indicating a substantial appraisal premium of 649.77% [1] Group 2: Financial Performance - Tianyi Ma has reported a continuous decline in net profit for three consecutive years [1]

南方财经11月19日电，天亿马(301178.SZ)于2025年11月18日宣布，对其发行股份及支付现金购买资产并 募集配套资金的交易方案进行重要调整，此次调整涉及募集资金规模、交易对方及标的资产范围，但公 司认定不构成重大资产重组方案的重大调整。 根据公告，本次配套募集资金总额上限由原计划的不超过2亿元调减至约1.55亿元，融资规模减少0.45亿 元。交易对方发生变更，原交易对方杨裕雄退出交易，不再参与本次重组，交易对方总数由22名减少至 21名。与此同时，标的资产范围也相应调整，公司收购目标从原计划的星云开物100%股权变更为收购 其98.5632%股权，即杨裕雄所持有的1.4368%股权不再纳入收购范围。 ...