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 关于北京天玛智控科技股份有限公司 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 2024 年年度股东大会的 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 -1- - - 天玛智控 2024 年年度股东大会 嘉源 · 法律意见书 a 'Xe in 'S Pr A YUAN LAW OFFICES 2024年年度股东大会的 法律意见书 嘉源(2025)-04-242 北京市嘉源律师事务所(以下简称"本所")接受北京天玛智控科技股份有 限公司(以下简称"公司")的委托,根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《上市公司股东会规则》（以下简称"《股东会规则》") 等现行有效的法律、行政法规、部门规章、规范性文件(以下简称"法律法规") 以及《北京天玛智控科技股份有限公司章程》(以下简称"《公司章程》")的 有关规定,指派本所律师对公司 2024 年年度 ...

Summary of Conference Call Records Company and Industry Overview - The conference call involved **Tian Di Technology** and **Tian Ma Intelligent Control**, both operating in the **coal mining and technology sector**. Tian Di Technology is a state-owned enterprise under the China Coal Technology Group, focusing on coal mining technology innovation. Tian Ma Intelligent Control specializes in unmanned intelligent mining control technology and equipment. Key Points and Arguments Tian Di Technology Performance - **2024 Performance Highlights**: The company reported a basic earnings per share of **0.633 yuan**, an increase of **11.1%** year-on-year [4] - **Market Position**: Ranked **6th** among global mining equipment manufacturers and **1st** among Chinese companies [3] - **Strategic Focus**: Emphasizes market-oriented and customer-centric strategies, with a push towards regional and international development [3] Industry Trends - **Coal's Role**: Coal remains a primary energy source in China's new energy system, with a stable position in energy security [4] - **Technological Advancements**: The focus on coal mine automation and intelligent systems is crucial for high-quality development in the coal industry [4][11] Research and Development - **R&D Investment**: The proportion of R&D personnel increased from **16%** to **25%** from 2020 to 2024, with significant advancements in coal mining technology [6] - **Innovation Achievements**: The company received over **200** awards and established **two national key laboratories** in 2024 [5] Financial Performance and Shareholder Returns - **Dividends**: The company plans to distribute a cash dividend of **3.17 yuan** per ten shares, totaling **1.3 billion yuan**, marking a **50.04%** payout ratio [8] - **Cash Flow Management**: The company has maintained a strong cash flow, with cumulative cash dividends of **5.34 billion yuan** since its listing [8] Tian Ma Intelligent Control Performance - **Company Overview**: Established in 2001, Tian Ma focuses on unmanned intelligent mining control technology and has been listed on the STAR Market since June 2023 [13] - **Market Share**: The company holds a **38.5%** market share in its primary SAC system, leading the industry [15] Future Outlook - **Market Growth**: The coal mining sector is expected to see continued growth, with a focus on intelligent mining solutions [14][15] - **Technological Integration**: The integration of AI and robotics is anticipated to enhance coal mining operations, pushing towards full automation [38][40] Governance and ESG Initiatives - **Corporate Governance**: The company has established a robust governance framework, enhancing transparency and accountability [7] - **ESG Commitment**: The company has initiated an ESG reporting mechanism, addressing stakeholder concerns and promoting sustainable practices [8] Challenges and Risks - **Market Volatility**: Fluctuations in coal prices and demand may impact financial performance, necessitating strategic adjustments [14] - **Regulatory Environment**: Compliance with national policies on energy and environmental standards is critical for operational continuity [44][45] Additional Important Information - **Investor Relations**: The company actively engages with investors, seeking feedback to improve operational performance and market recognition [2] - **Technological Leadership**: Tian Di Technology is recognized as a leader in coal mine automation, driving industry standards and innovations [11][12] This summary encapsulates the key discussions and insights from the conference call, highlighting the performance, strategies, and future outlook of both companies within the coal mining technology sector.

Core Viewpoint - AI technology plays a crucial role in the intelligent mining of coal, enhancing mining efficiency and improving safety for workers [1][2][3] Group 1: AI Integration in Mining - The company has successfully integrated AI technology into the development of a new unmanned intelligent mining model, which includes ground planning, automatic equipment execution, and unmanned operations [2][3] - A self-developed intelligent video monitoring system utilizes real-time AI analysis to enhance safety and assist in decision-making for mining operations [2][3] Group 2: Technological Advancements - The company has developed track-based inspection robots and is focusing on core technologies such as positioning, navigation, and control for new products like drones and legged robots [3][4] - The implementation of unmanned intelligent mining technology has led to significant improvements, such as reducing the coal cutting height and increasing the calorific value of coal by 400 kcal per ton, resulting in annual economic benefits exceeding 40 million yuan [3][4] Group 3: Strategic Development - Under the "dual carbon" goals, the coal mining equipment industry is undergoing significant transformation, with the company committed to innovation and strengthening its core business while exploring new strategic emerging industries [4][6] - The company is enhancing its green transformation through low-carbon technology upgrades and expanding into intelligent operation services [4][6] Group 4: Market Expansion and Value Creation - The company is actively pursuing international market opportunities, particularly in Russia and Australia, to expand its product certifications and international business [5][6] - The company emphasizes value management and shareholder returns, with a commitment to maintaining a high dividend payout ratio, which has reached 42.08% for the 2024 fiscal year [6][7] Group 5: Future Outlook - The company aims to focus on user-driven development of intelligent high-tech products and integrate various technologies such as IoT, big data, and AI into its mining operations [7] - Plans include upgrading from a supplier of equipment to a provider of solutions and data services, leveraging technology reuse and scenario extension for high-quality development [7]

| 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | | | 导工作。 | | | 持续督导期间，按照有关规定对上市公司违法违规 事项公开发表声明的，应于披露前向上海证券交易 | 在持续督导期间，公司未发生 | | 4 | | 需要公开发表声明的违法违规 | | | 所报告，经上海证券交易所审核后在指定媒体上公 | 情况。 | | | 告。 | | | 5 | 持续督导期间，上市公司或相关当事人出现违法违 起五个工作日内向上海证券交易所报告，报告内容 | 在持续督导期间，公司或相关 | | | 规、违背承诺等事项的，应自发现或应当发现之日 | | | | | 当事人未发生需要向交易所报 | | | | 告的违法违规或违背承诺等事 | | | 包括上市公司或相关当事人出现违法违规、违背承 | 项。 | | | 诺等事项的具体情况，保荐机构采取的督导措施等。 | | | | | 在持续督导期间，保荐人督导 公司及其董事、监事、高级管 理人员遵守法律、法规、部门 | | | 督导上市公司及其董事、监事、高级管理人员遵守 | | | | 法律、法规、部门规章和上海证券交易所发布的业 ...

Market Performance - On April 1, 2025, the CSI 300 index rose by 0.01%, while the machinery sector increased by 0.34%, ranking 16th among all primary industries [2] - The 3C equipment sector saw the largest increase, up by 4.64%, whereas the industrial robots and industrial control systems sector experienced the largest decline, down by 1.02% [2] - Top three gainers included Zhongzhou Special Materials (+20.00%), Haheng Huaton (+13.73%), and Xinlai Yingcai (+10.41%); top three losers were Haiyuan Composites (-10.04%), Juliy Suojv (-10.02%), and Rifa Precision Machinery (-8.03%) [2] Company Announcements - Jinying Co. reported a revenue of 1.308 billion yuan for 2024, a decrease of 4.52% year-on-year, with a net profit of 22.3548 million yuan, down 36.73% [3] - Xianghe Industrial has repurchased 2.18% of its total share capital as of March 31, 2025 [3] - Ailong Technology has repurchased 0.9988% of its total share capital as of March 31, 2025 [3] - Ruisheng Intelligent has repurchased 0.11% of its total share capital as of March 31, 2025 [3] - Weichuang Electric has repurchased 0.4018% of its total share capital as of March 31, 2025 [3] - Jingzhida has repurchased 0.32% of its total share capital as of March 31, 2025 [4] - KJ Intelligent has repurchased 4.2938% of its total share capital as of March 31, 2025 [4] - World has repurchased 0.53% of its total share capital as of March 31, 2025 [5] - Zhichun Technology has repurchased 0.52% of its total share capital as of March 31, 2025 [6] - Yifei Laser has established a joint venture with Wuhan Industrial Innovation Development Research Institute with a registered capital of 40 million yuan, contributing 20 million yuan [8] Industry News - Pudu Robotics launched the world's first commercial humanoid embodied intelligent service robot, the Lightning Box Arm, on March 31, 2025, marking a significant step in the commercialization of humanoid service robots [10] - The Lightning Box Arm features a 7-degree-of-freedom bionic dual-arm and an 11-degree-of-freedom dexterous hand, capable of performing various tasks in commercial settings such as hotels, restaurants, and retail [10] - The robot integrates multiple technologies for enhanced operational capabilities and efficiency, showcasing advancements in navigation and obstacle avoidance [10] - The 2025 Zhongguancun Forum showcased nearly a hundred robots, highlighting innovations in AI and robotics, with robots performing various tasks such as reception and service [11][12] - The forum emphasized the rapid development of AI technology and its applications in public service and education, reflecting a vision of "human-robot coexistence" [12]

Core Viewpoint - The article emphasizes the importance of state-owned enterprises (SOEs) in driving high-quality development through technology innovation and industry integration on the Sci-Tech Innovation Board [1][2]. Group 1: Industry Mergers and Acquisitions - SOEs are accelerating the cultivation of new productive forces by actively engaging in mergers and acquisitions on the Sci-Tech Innovation Board [2]. - In January 2025, China Telecom's subsidiary, Quantum Group, officially took over "the first stock in quantum communication," Guoshield Quantum, to build new industry synergies in the quantum communication field [2]. - In 2024, Zhongke Star Map and its subsidiaries acquired seven companies to enhance their industry chain and broaden application areas, reinforcing a dual-driven development model of "internal growth + external expansion" [2]. Group 2: Quality Improvement and Efficiency - Improving the quality of listed companies is fundamental for the long-term healthy development of the capital market, with SOEs playing a leading role [3]. - Nearly 40 SOE companies on the Sci-Tech Innovation Board disclosed their annual action plans for "quality improvement and efficiency enhancement" in 2024 [3]. - SOEs have established a good benchmark for investor returns, with many maintaining a cash dividend ratio exceeding 20% and repurchasing nearly 100 million yuan worth of stocks in recent years [3]. Group 3: Market Value Management - Effective market value management requires enhancing internal operational efficiency and improving external communication with investors [6]. - SOEs are encouraged to strengthen their internal capabilities and improve operational quality to gain market and investor recognition [6]. - A representative from an SOE shared that their company established a market value management leadership group and improved information disclosure, leading to positive outcomes in market performance and institutional holdings [6]. Group 4: Future Support and Policy Implementation - The Shanghai Stock Exchange will continue to support SOEs in enhancing operational quality and increasing social value [4][7]. - The exchange plans to implement policies such as the "Eight Measures for the Sci-Tech Innovation Board" and "Six Measures for Mergers and Acquisitions" to optimize institutional inclusiveness and adaptability [7].

北京天玛智控科技股份有限公司 独立董事提名人声明与承诺 提名人北京天玛智控科技股份有限公司董事会,现提名黎晓光为 北京天玛智控科技股份有限公司第二届董事会独立董事候选人,并已 充分了解被提名人职业、学历、职称、详细的工作经历、全部兼职、 有无重大失信等不良记录等情况。被提名人已书面同意出任北京天玛 智控科技股份有限公司第二届董事会独立董事候选人(参见该独立董 事候选人声明)。提名人认为,被提名人具备独立董事任职资格,与 北京天玛智控科技股份有限公司之间不存在任何影响其独立性的关 系,具体声明并承诺如下: 一、被提名人具备上市公司运作的基本知识,熟悉相关法律、行 政法规、规章及其他规范性文件,具有五年以上法律、经济、会计、 财务、管理等履行独立董事职责所必需的工作经验。 被提名人已经参加培训并取得证券交易所认可的相关培训证明 材料。 二、被提名人任职资格符合下列法律、行政法规和部门规章的要 求: (一)《中华人民共和国公司法》等关于董事任职资格的规定; (二)《中华人民共和国公务员法》关于公务员兼任职务的规定 (如适用); (六)中共中央纪委、教育部、监察部《关于加强高等学校反腐 t and 倡廉建设的意见》的 ...

中信建投证券股份有限公司 关于北京天玛智控科技股份有限公司 2024 年度募集资金存放与实际使用情况的专项核查报告 中信建投证券股份有限公司（以下简称"保荐人"）为北京天玛智控科技股 份有限公司（以下简称"天玛智控""公司"）首次公开发行股票并在科创板上市 的保荐人，根据《中华人民共和国公司法》《中华人民共和国证券法》《证券发行 上市保荐业务管理办法》《上海证券交易所科创板股票上市规则》《上市公司监管 指引第 2 号——上市公司募集资金管理和使用的监管要求》及《上海证券交易所 科创板上市公司自律监管指引第 1 号——规范运作》等相关法律、法规和规范性 文件的规定，对天玛智控首次公开发行股票募集资金的存放与使用情况进行了审 慎核查，具体情况如下： 一、募集资金基本情况 （一）实际募集资金金额和资金到账时间 中国证券监督管理委员会于 2023 年 3 月 21 日出具了《关于同意北京天玛智 控科技股份有限公司首次公开发行股票注册的批复》（证监许可〔2023〕614 号）， 同意公司首次公开发行股票的注册申请。公司首次向社会公众发行人民币普通股 7,300 万股，每股发行价格为人民币 30.26 元，募集资金总额为 ...

Investment Rating - The investment rating for the coal mining sector is "Positive" [2] Core Viewpoints - The current phase is seen as the beginning of a new upward cycle in the coal economy, with a resonance between fundamentals and policies, making it an opportune time to accumulate coal sector investments [4][13] - The report highlights that the coal price is expected to exhibit slight fluctuations as it seeks a bottom, with a stable price expectation around 800 RMB/ton for market prices and approximately 700 RMB/ton for long-term contracts [4][13] - The coal sector is characterized by high performance, cash flow, dividends, and a favorable valuation outlook, suggesting significant investment opportunities [4][14] Summary by Sections 1. Coal Price Tracking - As of March 14, the market price for Qinhuangdao port thermal coal (Q5500) is 683 RMB/ton, a decrease of 3 RMB/ton week-on-week [3][33] - The international thermal coal price at Newcastle is 73.0 USD/ton, down 1.0 USD/ton week-on-week [3][33] - The report notes a slight decline in coal prices, indicating a potential bottoming out [4][13] 2. Supply and Demand Tracking - The capacity utilization rate for sample thermal coal mines is 96.3%, an increase of 1.5 percentage points week-on-week [4][13] - The daily coal consumption in inland provinces has decreased by 12.40 thousand tons/day (-3.41%), while coastal provinces have seen an increase of 1.70 thousand tons/day (+0.89%) [4][13] - The report emphasizes that the supply-demand balance is currently stable, with a long-term supply gap expected to persist [4][14] 3. Coal Inventory Situation - As of March 13, coal inventory in coastal provinces has increased by 45.20 thousand tons week-on-week, while inland provinces have seen a rise of 29.30 thousand tons [4][13] - The report indicates that coal inventories are relatively high, which may impact short-term price movements [4][13] 4. Key Companies to Watch - The report suggests focusing on stable and high-performing companies such as China Shenhua, Shaanxi Coal and Chemical Industry, and China Coal Energy [5][14] - It also highlights companies with significant upside potential due to previous underperformance, including Yancoal Australia and Tianma Intelligent Control [5][14] 5. Market Performance - The coal sector has outperformed the broader market, with a weekly increase of 4.97%, compared to a 1.59% rise in the CSI 300 index [18][20] - The report notes that the thermal coal segment has risen by 4.91%, indicating strong market interest [20]

Investment Rating - The report recommends a "Buy" rating for companies in the coal mining sector, particularly those focusing on intelligent mining technologies [7][10]. Core Insights - The integration of embodied intelligence in coal mining is expected to drive the industry towards automation and enhance safety by reducing the number of workers underground [8][9]. - The Chinese government is actively promoting the adoption of intelligent mining technologies, with policies aimed at increasing the replacement rate of manual labor with robots in hazardous mining jobs [7][10]. - The coal mining sector is facing challenges such as rising labor costs and safety concerns, which are pushing companies to invest in automation solutions [8][9]. Summary by Sections Mechanical Equipment Industry Review - The report highlights the role of embodied intelligence in transforming coal mining into an automated and safer industry, supported by government policies [7]. - By 2026, the goal is to achieve a 30% replacement rate of manual labor in coal mining with intelligent equipment [7][10]. Pharmaceutical and Biological Industry Weekly Report - The pharmaceutical sector saw a 1.06% increase in the week of March 3 to March 7, 2025, underperforming compared to the CSI 300 index [12]. - The report emphasizes the government's focus on optimizing drug pricing mechanisms and supporting the development of innovative drugs [13][14]. New Energy Power Industry Weekly Report - The report notes a stabilization in the prices of the photovoltaic industry chain, with a focus on the progress of offshore wind projects [15][17]. - The wind power sector is experiencing a recovery in pricing trends, with significant project developments in various provinces [19][20]. Market Data - The report provides various market performance metrics, including the Shanghai Composite Index and sector-specific performance [28][24]. Analyst Recommendations - The report suggests focusing on companies with strong technological capabilities and long-term partnerships in the coal mining sector, particularly Tianma Zhikong and Zhengmei [10]. - In the pharmaceutical sector, it recommends investing in high-quality generic and innovative drug companies [14]. - For the new energy sector, it highlights companies like Fulete and Oriental Cable as key players benefiting from market trends [18][21].