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品茗科技股份有限公司 简式权益变动报告书

Core Viewpoint - The report details the equity change of Pinming Technology Co., Ltd., indicating that Tongzhi Qingyan (Beijing) Technology Industry Development Partnership (Limited Partnership) has acquired a 15.92% stake in the company through a share transfer agreement, reflecting a long-term investment strategy [5][7][8]. Group 1: Equity Change Details - The equity change involves the acquisition of 12,552,212 shares, representing 15.92% of the total share capital of Pinming Technology [7][8]. - The share transfer agreement was signed on September 24, 2025, with the total transaction price amounting to approximately RMB 495.86 million, at a price of RMB 39.504 per share [9][10]. - The shares were acquired from multiple sellers, with the largest seller contributing 3,942,115 shares, and the smallest seller contributing 1,082,536 shares [8][9]. Group 2: Future Plans and Restrictions - The information disclosure obligor has no plans for additional share purchases or sales within the next twelve months, aside from the agreed share transfer [6]. - The shares acquired will not be transferred externally for a period of 18 months following the completion of the equity change [22]. - The funding for this equity change is sourced from self-owned and self-raised funds, with over 50% being self-owned funds [21]. Group 3: Compliance and Legal Framework - The report complies with the relevant laws and regulations, including the Securities Law of the People's Republic of China and the Measures for the Administration of the Acquisition of Listed Companies [1][2]. - The information disclosure obligor has confirmed that there are no other transactions affecting their stake in Pinming Technology aside from what has been disclosed [2][4]. - The report includes a commitment to adhere to all necessary legal and regulatory procedures regarding the share transfer [14].