Core Viewpoint - Tianmai Technology's acquisition by Qiming Venture Partners is the first market-oriented case of a venture capital institution taking control of a listed company after the "Six Merger Rules" [1][3] Transaction Background - Tianmai Technology, listed on the ChiNext since December 2019, has faced continuous losses, with net profits negative from 2021 to 2024, and a loss of 15.35 million yuan from January to September 2025 [2] - On January 6, 2025, Tianmai's controlling shareholder signed a share transfer agreement with Qiming Venture Partners, locking the total transfer price at 452 million yuan [2] Transaction Changes - On May 23, 2025, a change in the transaction subject led to the failure of the "locked price" mechanism, increasing the total price to 542 million yuan, an increase of nearly 90 million yuan [4][5] Regulatory Environment - The emergence of this transaction model is closely related to policy changes, with the China Securities Regulatory Commission (CSRC) supporting private equity funds to acquire listed companies for industrial integration [3] Model Challenges - The "first invest, then raise" model faced obstacles, reflecting the cautious attitude of regulatory agencies towards private equity fund acquisitions of listed companies [6][7] - The complex structure of the acquisition involved a "dual GP + related party management" model, indicating efforts to enhance approval chances by involving state-owned capital [7] Industry Context - Despite the challenges faced by Qiming Venture Partners, there has been a rise in private equity firms acquiring control of A-share listed companies since the introduction of the "Six Merger Rules" [8][9] Practical Challenges - Private equity funds face high barriers to acquiring listed companies, struggling with the dilemma of whether to secure funding or lock in transaction prices first [10] - The Tianmai Technology case illustrates the difficulties in meeting funding and regulatory requirements within tight timelines [11] Future Outlook - The Tianmai Technology case serves as a warning for private equity fund acquisitions, highlighting the need for established investors or state-owned partners to enhance fundraising certainty [13] - The trend of private equity firms acquiring listed companies is expected to continue, but operational models may shift back to the traditional "raise funds first, then invest" approach to ensure transaction success and risk control [14]

Core Viewpoint - Qiming Venture Partners is making progress in acquiring a controlling stake in Tianmai Technology, with recent announcements indicating changes in transaction terms and pricing [1][2]. Group 1: Transaction Details - Tianmai Technology announced that its actual controller is set to change, with the controlling shareholder and its concerted parties signing a supplementary agreement to the share transfer agreement [1]. - The new transaction price has increased by approximately 90 million yuan compared to the original agreement, necessitating additional fundraising by Qiming Venture Partners' Suzhou Qichen Fund to cover the funding gap [1][3]. - The buyer's entity has changed from "Suzhou Qihan" to "Suzhou Qichen," triggering a re-negotiation of the transaction price due to regulatory requirements [1][2]. Group 2: Market Context - This case represents the first instance of a market-oriented venture capital institution acquiring a listed company following the "Six Merger Rules" introduced in September 2024, which encourages private equity funds to acquire listed companies for industrial integration [4]. - Recent announcements from other companies, such as Honghe Technology, indicate a growing trend of private equity funds engaging in acquisitions of listed companies, reflecting a shift in the market landscape [4][5]. Group 3: Challenges for Private Equity Funds - Despite policy encouragement, private equity funds face significant challenges in acquiring listed companies, including the dilemma of whether to secure funding or lock in transaction prices first [5]. - The requirement for detailed disclosure of transaction agreements and changes in equity ownership adds complexity to the acquisition process for market-oriented venture capital institutions [5].

Core Viewpoint - Qiming Venture Partners is set to acquire a controlling stake in Tianmai Technology (300807), with recent developments indicating a change in the actual controller and an increase in the transaction price by approximately 90 million yuan compared to the original agreement [1][2]. Group 1: Transaction Details - Tianmai Technology announced that its controlling shareholder and related parties signed a supplementary agreement, which includes a new transaction price that exceeds the original agreement [1]. - The original fundraising target of 460 million yuan for the acquisition fund is now insufficient due to the increased transaction price, necessitating additional fundraising efforts by the Suzhou Qichen Fund established by Qiming Venture Partners [1][2]. - The buyer's entity changed from Suzhou Yihan to Suzhou Qichen, triggering a re-negotiation requirement under existing regulatory rules [1][2]. Group 2: Market Context - This acquisition marks the first case of a market-oriented venture capital institution taking control of a listed company following the "Six Merger Rules" introduced in September 2024, which encourages private equity funds to acquire listed companies for industrial integration [3][4]. - The supplementary agreement indicates that the acquisition fund had not completed fundraising at the time of the initial announcement, highlighting the challenges faced by private equity funds in securing financing before locking in transaction prices [2][3]. Group 3: Regulatory Environment - The fluctuation in Tianmai Technology's stock price and the change in transaction entities necessitated a re-locking of prices as per the guidelines for share transfer agreements [3]. - Recent policies have encouraged private equity funds to accelerate their involvement in mergers and acquisitions of listed companies, with regulatory support reiterated by officials [3][4]. Group 4: Challenges for Private Equity Funds - Private equity funds face significant challenges in acquiring listed companies, particularly regarding the timing of fundraising and price locking, which creates a dilemma for these institutions [5]. - The requirement for detailed disclosure of transaction agreements and changes in equity ownership adds complexity to the acquisition process for market-oriented venture capital institutions [5].

Core Viewpoint - The article discusses the recent developments regarding Qiming Venture Partners' acquisition of Tianmai Technology, highlighting changes in transaction terms and regulatory implications. Group 1: Transaction Details - Tianmai Technology announced that its actual controller is set to change, with the controlling shareholder and its concerted parties signing a supplementary agreement to the share transfer agreement, resulting in a total transaction price increase of approximately 90 million yuan compared to the original agreement [2] - Due to the price increase, the originally planned 460 million yuan fundraising amount for the acquisition fund is insufficient, necessitating additional fundraising by the Suzhou Qichen Fund established by Qiming Venture Partners to cover the gap [2][5] - The buyer's transaction entity has changed from "Suzhou Qihan" to "Suzhou Qichen," triggering a re-negotiation of the transaction price under existing regulatory rules [2][4] Group 2: Regulatory Environment - The transaction's change in buyer and price necessitates a re-locking of the price, as per the guidelines for share transfer agreements, indicating that the previously adopted "locked price transaction" and "pre-investment and post-fundraising" strategy is no longer valid [5][6] - The article notes that the "Six Merger Rules" introduced in September 2024 encourage private equity funds to acquire listed companies for industrial integration, reflecting a supportive policy environment for such transactions [7][8] Group 3: Market Challenges - Despite the favorable policy environment, private equity funds face significant challenges in acquiring listed companies, particularly regarding the timing of fundraising and price locking [8][9] - The article emphasizes that the process of acquiring control over a listed company requires detailed disclosure of transaction agreements and changes in equity, which adds complexity to the acquisition process for market-oriented venture capital institutions [9]

Core Viewpoint - The article discusses the challenges faced by publicly listed companies with continuous losses and explores the potential for private equity funds to acquire these companies as a more stable and flexible solution compared to traditional methods like delisting or being acquired [1][8]. Group 1: Acquisition Dynamics - Private equity funds are seen as a cost-effective option for acquiring loss-making companies, especially after the introduction of the "merger six guidelines" in September 2024, which supports private equity fund acquisitions for industrial integration purposes [2][9]. - Tianmai Technology, which has reported losses for four consecutive years, is set to be acquired by Suzhou Qichan, a private equity fund, marking the first case of this nature following the new guidelines [5][6]. - The acquisition process involves a "pre-investment and post-fundraising" approach, where the acquirer first identifies the target before raising the necessary funds [6][7]. Group 2: Market Context and Implications - In developed capital markets, private equity fund acquisitions of public companies are common, offering unique advantages such as minimal interference in daily operations and enhanced resource integration capabilities [3][10]. - The Tianmai Technology acquisition is viewed as a significant policy indicator, potentially paving the way for more private equity fund participation in public company acquisitions, thus promoting capital market innovation and improving overall company quality [9][10]. Group 3: Regulatory Considerations - The article emphasizes the need for comprehensive regulation of private equity fund acquisitions to prevent market irregularities, including third-party evaluations for asset injections and strict scrutiny of acquisition motives and funding sources [3][12]. - Recommendations for enhancing the regulatory framework include improving information disclosure, establishing risk assessment mechanisms, and ensuring ongoing monitoring of post-acquisition company performance [13][14].